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Chiasma, Inc.ANNUAL REPORT
2019
Year ended 30 June 2019
Reporting period:
Previous corresponding period: Year ended 30 June 2018
ABN 90 009 237 889
For personal use only
TABLE OF CONTENTS
CORPORATE DIRECTORY ............................................................................................................................ 3
CHAIRMAN’S LETTER ................................................................................................................................... 4
REVIEW OF OPERATIONS ............................................................................................................................ 6
DIRECTORS‘ REPORT ................................................................................................................................. 12
CORPORATE GOVERNANCE STATEMENT ............................................................................................... 28
AUDITOR’S INDEPENDENCE DECLARATION ........................................................................................... 29
FINANCIAL STATEMENTS ........................................................................................................................... 30
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .............................................................. 31
CONSOLIDATED BALANCE SHEET ............................................................................................................ 32
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ........................................................................ 33
CONSOLIDATED STATEMENT OF CASH FLOWS ..................................................................................... 34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................................................... 35
DIRECTORS’ DECLARATION ...................................................................................................................... 72
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITED ................................. 73
SHAREHOLDER INFORMATION ................................................................................................................. 79
2
For personal use onlyCORPORATE DIRECTORY
Directors
Company Secretaries
Registered office &
principal place of business
Share Registry
Auditor
Banker
Dr Russell Howard (Non-Executive Chairman)
Mr Pete Meyers (Non-Executive Director & Deputy Chairman)
Mr Marc Voigt (Executive Director & Chief Executive Officer)
Mr Grant Chamberlain (Non-Executive Director)
Ms Deanne Miller
Mr Tom Bloomfield
Level 12
95 Pitt Street
Sydney NSW 2000
Boardroom Pty Ltd
Grosvenor Place
Level 12, 225 George Street
Sydney, NSW 2000
PricewaterhouseCoopers
One International Towers Sydney, Watermans Quay
Barangaroo, NSW 2000
National Australia Bank Ltd
Kew Branch
Melbourne, Victoria 3000
Stock exchange listings
Immutep Limited shares are listed on the:
Australian Securities Exchange (ASX code: IMM), and
NASDAQ Global Market (NASDAQ code: IMMP)
Website address
www.immutep.com
3
For personal use only
CHAIRMAN’S LETTER
Dear Shareholder,
As your Chairman, I’m delighted to report our good progress for the financial year 2019.
Dr. Russell Howard
Immutep continues to cement its position as a leader in the development of immunother-
apeutic LAG-3 related products for the treatment of cancer and autoimmune disease. Our
technologies stem from our strong intellectual property around the LAG-3 immune control
mechanism.
During the financial year, we are very pleased to have achieved good operational progress and are confident that we have
laid the foundations for the meaningful clinical results that we expect to report in the new financial year, FY20.
Shaping our work has been a strong focus on the key value creation milestones ahead for our lead product candidate,
eftilagimod alpha (efti or IMP321).
Positive interim clinical results from our Phase I TACTI-mel study in metastatic melanoma patients were reported throughout
the financial year. The interim results indicate that efti has a favourable safety profile as well as having shown encouraging
efficacy thus far.
Reaching an important milestone, we completed the recruitment of 227 patients to our largest and most advanced study,
AIPAC, a Phase IIb study in metastatic breast cancer (HER2-negative/ Hormone Receptor positive (HR+)). This has sig-
nificantly derisked the trial from an operational perspective. The team is now working towards first efficacy data from this
potentially pivotal trial, which we expect to report in the first quarter of calendar year 2020.
There is an urgent need to develop new therapies for metastatic breast cancer patients, who have a median life expectancy
of approximately 2 years when they start first line chemotherapy. If the results from AIPAC are positive, efti could potentially
help the approximately 250,000 patients who are diagnosed each year with HER2 negative and HR positive1 breast cancer
and receive chemotherapy.
Expanding our clinical trial pipeline, we commenced two new clinical trials during the year: TACTI-002, a Phase II study in
head and neck squamous cell carcinoma and non-small cell lung cancer, and INSIGHT-004, an extension to the running
INSIGHT study in advanced solid tumours. Both these trials will add to our clinical understanding of efti and its potential in
multiple cancer settings and different combinations.
Another key milestone achieved during the financial year was the approval of our first Investigational New Drug (IND)
application by the US Food and Drug Administration (FDA) for efti. The IND was crucial to the start of our new Phase II
TACTI-002 study in the US.
Our business development efforts have also been rewarding. We entered into a new clinical trial collaboration and supply
agreement with Merck KGaA, Darmstadt, Germany and Pfizer Inc., to evaluate the combination of efti with avelumab, a
human anti-PD-L1 antibody, in patients with advanced solid malignancies (INSIGHT-004). The company also entered into
a clinical trial collaboration agreement, a supply agreement and a service agreement with CYTLIMIC Inc. where efti is
utilised as part of a cancer vaccine.
Immutep is now collaborating with five major pharmaceutical companies: Novartis, GSK, Merck & Co (MSD), Merck
(Germany) and Pfizer.
Each new collaboration or license agreement with a large pharmaceutical company signals encouraging validation of our
innovative LAG-3 technologies, noting preparations and checks that each pharmaceutical company completes before
entering any partnership.
Outside our focus on efti, we were also pleased to report encouraging preclinical results for IMP761, demonstrating its
immunosuppressive activity in vivo and supporting its advancement towards clinical trials in autoimmune diseases. We
1 GlobalData PharmaPoint: HER2-Negative/HR+ and Triple Negative Breast Cancer – Global Drug Forecast and Market Analysis to 2025, December 2016
4
For personal use onlyCHAIRMAN’S LETTER
hope to report further updates on our plans for IMP761 during the 2020 financial year.
Immutep continued to receive strong investor support during the financial year, raising approximately US$5.2million
(A$7.2million) via its NASDAQ listing. We were pleased to welcome Altium Capital, a US-based healthcare investment
fund to our share register through this capital raise.
Following the end of the financial year, we also completed a capital raise via our ASX listing raising approximately A$10
million, via a Placement and a fully underwritten Entitlement Offer which included participation from directors and the entire
executive management team.
The proceeds from the financings extended our cash runway and are being used to continue our LAG-3 related programs,
including the ongoing clinical development of efti and the preclinical development of IMP761.
The year ahead will be very busy and exciting for Immutep. With much of the ground work already completed by the team,
we are already preparing to report the first data from our Phase IIb AIPAC study, as well as final data from our Phase I
TACTI-mel study, first data from our Phase II TACTI-002 study and the first data from our Phase I INSIGHT-004 study.
I would like to thank the Immutep team for their dedication and ongoing hard work to deliver these clinical results in the
coming months. Thank you, also to our loyal shareholders for continuing to support us as we work towards these value
creation milestones.
Yours sincerely,
Dr. Russell Howard
Chairman
Immutep Limited
20 August 2019
5
For personal use onlyREVIEW OF OPERATIONS
On behalf of the directors and management of Immutep, it is my pleasure to report on
Immutep’s operations for the 2019 financial year.
The financial year 2019 has been a year of growth and good progress for Immutep, clinically
and with partnerships.
Marc Voigt, Executive Director & CEO
Building on its clinical trial pipeline, the Company commenced two new clinical trials during
the year: TACTI-002, a Phase II study in head and neck squamous cell carcinoma(2nd line)
and non-small cell lung cancer (1st and 2nd line), and INSIGHT-004, an extension to the existing investigator initiated
INSIGHT study in advanced solid tumours. Both these trials will enhance our understanding of efti, its value and its
application in new cancer settings and in different combinations (anti-PD1 and anti-PDL-1).
The Company reported positive interim results from its Phase I TACTI-mel study in melanoma patients, after completing
recruitment for the trial in August 2018. Encouraging preclinical results were also reported for IMP761 in September 2018,
demonstrating its immunosuppressive activity in vivo and supporting its progress towards clinical trials in autoimmune
diseases. These results were presented in more detail at the ECCO conference in March 2019.
Additionally, Immutep completed in June 2019 the recruitment of 227 patients to its Phase IIb AIPAC study in metastatic
breast cancer and is expecting to report first efficacy data from this potentially pivotal trial in Q1 of calendar year 2020.
During the financial year, Immutep received approval of its Investigational New Drug (IND) application from the US
Food and Drug Administration (FDA) for efti in July 2018. The IND enables efti to be tested by US clinical investigators
participating in the Company’s TACTI-002 Phase II study, making it vital to start the trial in the US.
Marking strong business development progress by the team, Immutep entered into a new clinical trial collaboration and
supply agreement with Merck KGaA, Darmstadt, Germany and Pfizer Inc. in September 2018. The collaboration will
evaluate the combination of efti with avelumab, a human anti-PD-L1 antibody, in patients with advanced solid malignancies.
Following this new partnership, Immutep is now collaborating with five major pharmaceutical companies: Novartis, GSK,
Merck & Co (MSD), Merck (Germany) and Pfizer.
The Company also formalised its collaboration with CYTLIMIC in January 2019 and consequently, efti is now being evaluated
as part of three different combination therapy types: as part of a therapeutic cancer vaccine, as a chemo-immunotherapy
and in an IO combination, demonstrating its broad therapeutic potential.
In December 2018, the Company raised approximately US$5.2million (A$7.2million) through a registered direct offering of
260,000,000 ordinary shares represented by 2,600,000 American Depositary Shares (ADSs) via its NASDAQ listing and
issuing via a private placement warrants to purchase up to 208,000,000 ordinary shares represented by 2,080,000 ADSs.
Subsequent to the year end, Immutep completed a capital raise via the ASX, raising A$4 million in a placement to
institutional investors and approximately A$6 million in a fully underwritten Entitlement Offer. The total capital raised of
A$10.0 million will be used to continue Immutep’s LAG-3 related programs, especially the ongoing clinical development
of efti, as well as the preclinical development of IMP761, and for general corporate purposes.
The Company’s cash runway is expected to extend to the end of calendar year 2020 with the inclusion of an anticipated
milestone payment to be received within this cash reach period. However, should receipt of this anticipated milestone be
delayed, the Company may correspondingly delay incurring expenses on certain value enabling clinical and manufacturing
activities for efti.
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For personal use onlyREVIEW OF OPERATIONS
IMMUTEP’S CLINICAL TRIALS
AIPAC - Phase IIb
AIPAC is Immutep’s largest and most advanced clinical trial of efti and is potentially pivotal, meaning it could serve as a
basis to pursue the appropriate regulatory approval pathways for efti with, for example, the European Medicines Agency
(EMA) or the US FDA, subject to sufficient data from the trial and regulatory interactions.
AIPAC (Active Immunotherapy PAClitaxel) is a Phase IIb clinical trial in HER2-negative/ HR positive metastatic breast
cancer. The study evaluates the combination efti and a taxane-based standard of care chemotherapy, called paclitaxel.
This combination is aimed at boosting the immune response against tumour cells compared to chemotherapy and placebo.
Patient recruitment into the trial built steadily throughout the financial year, resulting in full trial recruitment comprising 227
patients in June 2019. These patients are participating in more than 30 clinical trial sites across Germany, the UK, France,
Hungary, Belgium, Poland and the Netherlands.
The primary clinical end-point of the study is Progression-Free Survival (PFS). The read-out of PFS data is expected to be
reported together with the overall response rate in Q1 of calendar year 2020.
TACTI-002 - Phase II
TACTI-002 (Two ACTive Immunotherapies) is Immutep’s Phase II clinical trial in patients with three different solid cancers.
It is being conducted in collaboration with the Company’s partner, Merck & Co., Inc., Kenilworth, NJ, USA (known as “MSD”
outside the United States and Canada).
The study will evaluate the combination of efti with MSD’s Keytruda® (pembrolizumab), a PD-1 blocking antibody, in up to
109 patients with second line head and neck squamous cell carcinoma or non-small cell lung cancer in first and second line.
This is the same combination therapy being explored in the Company’s TACTI-mel trial, which has reported consistently
positive interim clinical results throughout the financial year 2019.
In March 2019, the first patient was enrolled and safely dosed with the combination of Keytruda® pembrolizumab) and efti in
Spain and the trial now has 26 patients participating, including full enrolment (17 patients) into the first cohort of the first line
non-small cell lung cancer (NSCLC) arm (Part A). Part A may be expanded to include an additional number of patients if the
predefined number of patient responses to the combination treatment are observed.
The TACTI-002 study will take place in up to 13 study centres across the US, Europe and Australia. As of August 2019,
11 sites are now actively recruiting patients to the trial, including one in the US.
Patient enrolment is ongoing and first data is expected to be reported from the trial in Q3 of calendar year 2019.
TACTI-mel - Phase I
Immutep’s TACTI-mel (Two ACTive Immunotherapeutics in melanoma) trial is evaluating the combination of efti and
Keytruda (pembrolizumab) in unresectable or metastatic melanoma patients. The main objective of the trial is to assess the
combination therapy’s safety, with Overall Response Rate (ORR) and Disease Control Rate (DCR) being the secondary
efficacy endpoints.
In August 2018, Immutep completed the recruitment of patients for the study, bringing the total number of patients participating
in the trial to 24. Immutep reported positive interim clinical data for the trial in November 2018. These results were confirmed
with more mature data again in March and May 2019.
The interim data indicates that efti has a very favourable safety profile in doses up to 30 mg administered subcutaneously
every 2 weeks. In addition, patients are continuing to demonstrate positive results in terms of tumour reductions.
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CONTINUEDFor personal use onlyREVIEW OF OPERATIONS
The key efficacy findings from the ongoing trial were:
Overall Response Rate (ORR)
Disease Control Rate (DCR)
Part A
Part B
(starting cycle 5 of
pembro therapy)
(starting day 1 cycle 1
of pembro therapy)
N=18
33% (61%*)
66%
N=6
50%
66%
*Exploratory ORR when tumour size is measured according to irRC from day 1 of cycle 1 of pembrolizumab and following combination therapy
(which starts at cycle 5 of prembrolizumab treatment).
Immutep expects to report final data from TACTI-mel in Q4 of calendar year 2019.
IKF - INSIGHT – Phase I
During the year, Immutep’s partner, the Institute of Clinical Cancer Research, Krankenhaus Nordwest GmbH in Frankfurt,
Germany (IKF), reported that patient recruitment for its Phase I clinical trial, INSIGHT was progressing, with a total of 13
patients recruited to the trial in early 2019.
The INSIGHT trial now includes a 4th arm called INSIGHT-004 (as detailed below).
Data is expected to be reported by IKF, the sponsor of the study, in late 2019 and beyond.
INSIGHT-004 – Phase I
During the financial year, Immutep commenced INSIGHT-004, which is the 4th arm of the INSIGHT Phase I clinical trial
(detailed above). It is being conducted under Immutep’s new clinical trial collaboration and supply agreement with Merck
KGaA, Darmstadt, Germany and Pfizer Inc. (announced September 2018).
The trial evaluates the combination of efti with avelumab, a human anti-PD-L1 antibody, in 12 patients with advanced
solid malignancies. It will assess the safety, tolerability and recommended Phase II dose of efti when combined with
avelumab.
The Institute of Clinical Cancer Research, Krankenhaus Nordwest GmbH in Frankfurt, Germany (IKF) is the sponsor of
the clinical trial and it will be conducted under the existing protocol of IKF’s ongoing INSIGHT Phase I study.
Prof. Dr. Salah-Eddin Al-Batran, the lead investigator of INSIGHT and member of Immutep’s clinical advisory board, is
also the lead investigator of INSIGHT-004.
Throughout the financial year, Immutep and IKF jointly worked on the necessary regulatory submissions and preparations
to enable the commencement of patient recruitment for the trial.
The first patient in was enrolled into INSIGHT-004 in Germany and was safely dosed in June 2019. Three patients are
now participating in the trial and patient recruitment is ongoing. The first clinical data is anticipated in Q4 of calendar
year 2019.
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CONTINUEDFor personal use only
REVIEW OF OPERATIONS
IMP761 - preclinical studies
IMP761 is an immunosuppressive agonist antibody to LAG-3. It is the first agonist antibody that targets the LAG-3 immune
checkpoint for the treatment of autoimmune diseases, such as inflammatory bowel diseases, rheumatoid arthritis, and
multiple sclerosis.
In September 2018, Immutep reported encouraging preclinical results that demonstrated the immunosuppressive
activity of IMP761 in vivo. The preclinical results showed that IMP761 decreases inflammation at the tissue site,
demonstrating its potential as a new therapy that could treat the cause of autoimmune disease, rather than just the
symptoms. These results were reported in greater detail in March 2019.
Encouraged by the positive preclinical results, Immutep has commenced cell line development and the associated
manufacturing steps for IMP761.
CLINICAL DEVELOPMENT BY IMMUTEP’S PARTNERS
Novartis - IMP701
Novartis has partnered with Immutep to develop LAG525 which is a humanised LAG-3 antagonist antibody derived
from Immutep’s IMP701 antibody.
In early 2019, Novartis expanded its clinical development program for LAG525 and, as of the date of this report, is
conducting five clinical trials of LAG525 with a target enrolment of 1,100 patients.
Novartis holds the exclusive worldwide development and commercialisation rights to LAG525 (IMP701) from Immutep.
GlaxoSmithKline (GSK) - IMP731
Derived from Immutep’s IMP731 antibody, GSK2831781 is GSK’s humanised monoclonal LAG-3 depleting antibody which
GSK is evaluating in a proof of concept clinical trial in 280 patients with ulcerative colitis. This follows an earlier Phase I
study by GSK evaluating GSK2831781 in psoriasis.
The ulcerative colitis study commenced in May 2019. Another Phase I study in 36 healthy volunteers in Japan was started
in June 2019.
GSK holds the exclusive worldwide development and commercialisation rights to GSK2831781(IMP731) from Immutep.
CYTLIMIC – IMP321
In January 2019, Immutep formalised its collaboration with CYTLIMIC Inc. through a clinical trial collaboration agreement,
a supply agreement and a service agreement utilising efti as part of a cancer vaccine.
Immutep and CYTLIMIC are collaborating on clinical trials that will be conducted by CYTLIMIC, which will also fully fund all
development costs. Immutep received an upfront payment of US$500,000 and is eligible to receive up to US$4.5million in
milestone payments upon the achievement of stipulated milestones by CYTLIMIC.
EOC Pharma – IMP321
Immutep’s partner and Chinese licensee, EOC Pharma, advised that it had commenced clinical development of efti in China
and that the first patient in its Phase I clinical study in metastatic breast cancer was safely dosed in October 2018. The study
is recruiting and results are expected in the next 12 months.
EOC Pharma holds the development and commercialisation rights to efti in Greater China.
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CONTINUEDFor personal use onlyREVIEW OF OPERATIONS
Intellectual Property
Immutep continued to invest in protecting its intellectual property, receiving six new patents during the 2019 financial year.
The Company has 13 patent families relating to its product candidates and related technologies.
For efti, Immutep was granted five new patents during the year. Three of these were granted by the European Patent Office
and protect efti in combinations with a therapeutic antibody for the treatment of cancer, with a PD-1 or PD-L1 inhibitor for the
treatment of cancer or infection, and with a chemotherapy agent for the treatment of cancer.
A new patent was also granted by the United States Patent Office for Immutep’s method of treating cancer by the admin-
istration of a chemotherapy agent, and a plurality of doses of efti which is used to generate a monocyte mediated immune
response. The remaining efti patent was granted by the Australian Patent Office and relates to efti in combination with a
chemotherapy agent for cancer.
Immutep was also granted a Canadian patent relating to its IMP731 antibody, which is out-licensed to GSK. This patent
provides broad protection for the antibody for treating or preventing organ transplant rejection or treating a T-cell mediated
autoimmune disease.
Financial Performance
Revenue from ordinary activities decreased from A$2.63 million in FY2018 to A$140K in FY 2019, which is attributed
to lower amount of payments received from the Company’s licensing partners in this fiscal year compared to the
previous year.
The research material sales increased from A$1.01 million in FY 2018 to A$1.16 million in FY 2019 due to sales growth
of our LAG-3 products used in research.
In March 2019, Immutep received a A$872K cash rebate from the Australian Federal Government’s R&D tax incentive
program, which was provided in respect of expenditure incurred on eligible research and development activities
conducted in FY2018 and mainly related to our TACTI-mel trial being conducted in Australia. In addition, Immutep
has recognised approximately A$1.29 million grant income from the Australian Federal Government’s R&D tax
incentive program for FY 2019.
The Company’s French subsidiary has also benefited from cash grants of €1.22 million (approximately A$1.91 million)
from the French Crédit d’Impôt Recherche scheme (received in August 2018) for the eligible research and development
expenditures incurred in the 2017 calendar year in Europe. The French subsidiary has also recognised A$3.05 million
grant income from the French Crédit d’Impôt Recherche scheme for the expenditure incurred on eligible research and
development activities conducted in calendar year 2018 and first half of calendar year 2019.
Interest income increased from A$177K in FY2018 to A$397K in FY2019. The increase was due to the increase in the
level of cash held on term deposit and an increase in weighted average interest rates.
Research and development and intellectual property expenses increased by A$6.6 million to A$16.59 million in FY2019.
The significant increase was expected and was primarily due to the increased clinical trial activities, especially in
TACTI-002 and AIPAC .
Whilst clinical trial costs related to AIPAC and TACTI-mel are expected to decline given both of these trials are fully
recruited, costs related to TACTI-002 are expected to rise further if the predefined number of patient responses to the
combination treatment are observed in any of the three initial patient cohorts, which would warrant further recruitment
of patients for the relevant cohort.
Corporate administrative expenses for FY2019 were A$6.37 million compared to A$7.24 million for FY 2018 largely due
to the lower employee share-based payment expenses.
The loss after tax for FY2019 of A$ 18,343,984 was significantly higher compared to A$12,746,020 for FY2018, mainly
due to the increase in research and development activities and decrease in the license revenue.
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CONTINUEDFor personal use onlyREVIEW OF OPERATIONS
Outlook
Having delivered strong operational, partnering and clinical progress in the 2019 financial year, Immutep is approaching a
busy period of reporting clinical data from its lead product candidate, efti.
In the coming 9 months, Immutep is on track to report:
• first clinical data from our Phase IIb AIPAC study
• final data from our Phase I TACTI-mel study
• first data from our Phase II TACTI-002 study (MSD)
• first data from the Phase I IKF INSIGHT-004 study (Pfizer Inc., Merck KGaA)
If positive, this body of data will bring us much closer to helping patients and move us forward in our business development
discussions with potential partners, reflecting strong shareholder value creation.
On behalf of the Board and management team of Immutep, we thank you for your continued support and look forward to
updating you with more data results in the months ahead.
Sincerely,
Marc Voigt
Executive Director & Chief Executive Officer (CEO)
Immutep Limited
20 August 2019
11
CONTINUEDFor personal use only
DIRECTOR’S REPORT
The directors present their report on the consolidated entity (referred to hereafter as the ‘consolidated entity’ or ‘group’)
consisting of Immutep Limited (referred to hereafter as the ‘Company’ or ‘parent entity’) and the entities it controlled at the
end of, or during, the year ended 30 June 2019.
Directors
The following persons were directors of Immutep Limited during the whole of the financial year and up to the date of this
report, unless otherwise stated:
Dr Russell Howard (Non-Executive Chairman)
Mr Pete Meyers (Non-Executive Director & Deputy Chairman)
Mr Marc Voigt (Executive Director & Chief Executive Officer)
Mr Grant Chamberlain (Non-Executive Director)
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of research, development and
commercialisation of biologicals.
Dividends
There were no dividends paid or declared during the current or previous financial year.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $18,343,984 (30 June 2018: $12,746,020).
Refer to the Review of Operations on page 6 for further detail.
Significant changes in the state of affairs
Immutep was able to successfully complete in December 2018 its second capital raise using American Depository Shares
(ADS) since listing on NASDAQ in 2012, raising approximately US$5.2 million (approximately A$7.2 million) and bringing
two U.S. specialist healthcare institutional investors onto the share register.
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
On 9 July 2019, the company announced the capital raising comprised of A$4 million institutional placement and A$6 million
fully underwritten entitlement offer. The Company completed the placement on 17 July 2019 and the entitlement offer on 6
August 2019, successfully raising A$10 million.
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity are included in the Review of Operations
on page 6. Information on the expected results of operations have not been included in this report because the directors
believe it would be likely to result in unreasonable prejudice to the consolidated entity.
Environmental regulation
Immutep’s activities in respect of the conduct of preclinical and clinical trials and the manufacturing of drugs are undertaken
in accordance with applicable environment and human safety regulations in each of the jurisdictions in which it undertakes
its operations. The Company is not aware of any matter that requires disclosure with respect to any significant regulations
in respect of its operating activities, and believes that there have been no issues of non-compliance during the period. The
consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State law.
12
For personal use onlyDIRECTOR’S REPORT
Information on directors
Dr Russell Howard
Qualifications
Experience and expertise
Date of appointment
Other current directorships
Former directorships
(in the last 3 years)
Special responsibilities
Mr Pete Meyers
Qualifications
Experience and expertise
Date of appointment
Other current directorships
Former directorships
(in the last 3 years)
Special responsibilities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Non-Executive Chairman
PhD
Dr. Russell Howard is an Australian scientist, executive manager and
entrepreneur. He was a pioneer in molecular parasitology and
commercialisation of “DNA Shuffling”. He is an inventor of 9 patents and
has over 140 scientific publications. After his PhD in biochemistry from the University of
Melbourne, he held positions at several research laboratories, including the National Institutes of
Health in the USA where he gained tenure. In industry, Dr. Howard worked at Schering-Plough’s
DNAX Research Institute in Palo Alto, CA; was the President and Scientific Director of Affymax,
Inc. and co-founder and CEO of Maxygen, Inc. After its spin-out from GlaxoWellcome, as
Maxygen’s CEO, Dr. Howard led its IPO on NASDAQ and a secondary offering, raising US$
260 million. Maxygen developed and partnered dozens of technology applications and products
over 12 years of his tenure as CEO. After leaving Maxygen in 2008, he started the Cleantech
company NovoNutrients Inc. (formerly Oakbio, Inc.) and remains involved in several innovative
companies in the USA and Australia. He is currently Executive Chairman of NeuClone Pty Ltd.
Appointed as Non-Executive Director on 8 May 2013 and appointed as Non-Executive Chairman
on 17 November 2017
None
None
Chair of Remuneration Committee and Member of Audit and Risk Committee
Non-Executive Director and Deputy Chairman
BS, MBA
Pete Meyers is currently the Chief Financial Officer of Eagle
Pharmaceuticals, Inc. (NASDAQ: EGRX). From May 2016 to January
2017, Mr. Meyers served as the Chief Financial Officer of Motif
BioSciences Inc. (NASDAQ: MTFB; AIM: MTFB), where he led the
execution of the company’s November 2016 US IPO. From August 2013 to March 2016,
Mr. Meyers served as Chief Financial Officer and Treasurer of TetraLogic Pharmaceuticals
Corporation (NASDAQ: TLOG), where he led the execution of the company’s December 2013
IPO and subsequent acquisition of Shape Pharmaceuticals, Inc. Prior to his role at TetraLogic,
Mr. Meyers spent 18 years in health care investment banking, holding positions of increasing
responsibility at Dillon, Read & Co., Credit Suisse First Boston LLC and, most recently, as
Co-Head of Global Health Care Investment Banking at Deutsche Bank Securities Inc. Mr. Meyers
is the Chairman and President of The Thomas M. Brennan Memorial Foundation, Inc. He earned
a Bachelor of Science degree in Finance from Boston College and a Master of Business
Administration degree from Columbia Business School.
Appointed as Non-Executive Director on 12 February 2014 and appointed as Non-Executive
Deputy Chairman on 17 November 2017
None
None
Chairman of the Audit & Risk Committee, Member of the Remuneration Committee
13
CONTINUEDFor personal use onlyDIRECTOR’S REPORT
Mr Marc Voigt
Qualifications
Experience and expertise
Date of appointment
Other current directorships
Former directorships
(in the last 3 years)
Special responsibilities
Mr Grant Chamberlain
Qualifications
Experience and expertise
Date of appointment
Other current directorships
Former directorships
(in the last 3 years)
Special responsibilities
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Executive Director & Chief Executive Officer (CEO)
MBA
Marc has more than 20 years of experience in the financial and biotech
industry, having joined the Immutep team in 2011 as the General
Manager, European Operations based in Berlin, Germany. In May 2012,
he became Immutep ’s Chief Business Officer and in November 2012 its Chief Financial Officer,
as well as continuing to focus on its European operations. Having started his career at the Allianz
Group working in pension insurances and funds, he moved to net.IPO AG, a publicly-listed bou-
tique investment bank in Frankfurt where he was focused on IPOs and venture capital invest-
ments. Marc then worked for a number of years as an investment manager for a midsize venture
capital fund based in Berlin, specialising in healthcare. He also gained considerable operational
experience while serving in different management roles with Revotar Biopharmaceuticals, Capro-
tec Bioanalytics and Medical Enzymes AG respectfully, where he handled several successful
licensing transactions and financing rounds. Since 2001, Marc has been a judge and coach in
BPW, Germany’s largest regional start-up initiative.
9 July 2014
None
None
None
Non-Executive Director
LLB (Hons), BCom
Mr Chamberlain is a partner of One Ventures, one of Australia‘s leading
venture capital firms. Prior to joining OneVentures in 2017
Mr. Chamberlain was Head of Mergers & Acquisitions and Financial
Sponsors Australia at Bank of America Merrill Lynch. Prior to joining Bank of America Merrill
Lynch in 2013, Mr Chamberlain held senior positions at Nomura Australia and Deutsche Bank.
He has over 20 years‘ experience in investment banking and advised on many of the largest
mergers and acquisitions transactions in Australia during that time. He began his career as a
corporate lawyer at Freehill Hollingdale & Page. Mr Chamberlain earned a Bachelor of Laws
with Honours and a Bachelor of Commerce from the University of Melbourne.
21 August 2017
None
None
Member of the Audit and Risk Committee and Remuneration Committee
‘Other current directorships’ quoted above are current directorships for listed entities only and excludes directorships in all
other types of entities, unless otherwise stated.
‘Former directorships (in the last 3 years)’ quoted above are directorships held in the last 3 years for listed entities only and
excludes directorships in all other types of entities, unless otherwise stated.
14
CONTINUEDFor personal use onlyDIRECTOR’S REPORT
Meetings of directors
The number of meetings of the Company’s Board of Directors and of each board committee held during the year ended
30 June 2019, and the number of meetings attended by each director were:
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
Mr Grant Chamberlain
Full Board
Remuneration Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
4
4
4
4
4
4
4
4
1
1
-
1
1
1
-
1
2
2
-
2
2
2
-
2
Held: represents the number of meetings held during the time the director held office or was a member of the
relevant committee.
Management directory
Ms Deanne Miller,
Chief Operating Officer, General Counsel & Company Secretary
Ms Miller has broad commercial experience having held legal, investment banking, regulatory
compliance and tax advisory positions, including, Legal Counsel at RBC Investor Services,
Associate Director at Westpac Group, Legal & Compliance Manager at Macquarie Group,
Regulatory Compliance Analyst at the Australian Securities and Investment Commission, and
Tax Advisor at KPMG. She joined the Company as General Counsel and Company Secretary
in October 2012 and was promoted to the role of Chief Operating Officer in November 2016. She has a Combined
Bachelor of Laws (Honours) and Bachelor of Commerce, Accounting and Finance (double major) from the University
of Sydney. She is admitted as a solicitor in NSW and member of the Law Society of NSW.
Dr Frédéric Triebel,
Chief Scientific Officer & Chief Medical Officer
Frédéric Triebel, MD Ph.D., was the scientific founder of Immutep S.A. (2001) and served as
the Scientific and Medical Director at Immutep from 2004. Before starting Immutep S.A., he
was Professor in Immunology at Paris University. While working at Institut Gustave Roussy (IGR),
a large cancer centre in Paris, he discovered the LAG-3 gene in 1990 and continued working
on this research program since then, identifying the functions and medical usefulness of this
molecule. He headed a research group at IGR while also being involved in the biological follow-up of cancer patients
treated in Phase I/II immunotherapy trials. He was Director of an INSERM Unit from 1991 to 1996.
First trained as a clinical haematologist, Prof. Triebel holds a Ph.D. in immunology (Paris University) and successfully
developed several research programs in immunogenetics and immunotherapy, leading to 144 publications and 16 patents.
15
CONTINUEDFor personal use onlyDIRECTOR’S REPORT
REMUNERATION REPORT (AUDITED)
The Directors are pleased to present the 2019 remuneration report which sets out remuneration information for Immutep
Limited’s Non-Executive Directors, Executive Directors, and key management personnel.
Directors and key management personnel disclosed in this report
Name
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
Mr Grant Chamberlain
Key management personnel
Ms Deanne Miller
Dr Frédéric Triebel
Position
Non-Executive Chairman
Non-Executive Director and Deputy Chairman
Executive Director & Chief Executive Officer
Non-Executive Director
Chief Operating Officer, General Counsel & Company Secretary
Chief Scientific Officer & Chief Medical Officer
The remuneration report is set out under the following main headings:
A Principles used to determine the nature and amount of remuneration
B Details of remuneration
C Service agreements
D Share-based compensation
A. Principles used to determine the nature and amount of remuneration
Remuneration Policy
Remuneration of all Executive and Non-Executive Directors and Officers of the Company is determined by the
Remuneration Committee.
Remuneration Governance
The Remuneration Committee is a committee of the board. It is primarily responsible for making recommendations to
the board on:
• Non-Executive Director fees
•
•
• key performance indicators (KPI) and performance hurdles for the executive team.
remuneration levels of Executive Directors and other key management personnel
the over-arching executive remuneration framework and operation of the incentive plan, and
Their objective is to ensure that remuneration policies and structures are fair and competitive and aligned with the
long-term interests of the Company.
The Corporate Governance Statement provides further information on the role of this committee.
16
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DIRECTOR’S REPORT
Non-Executive Directors’ fees
Non-executive directors’ cash fees are determined within an aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The maximum currently stands at $500,000 per annum and was approved
by shareholders at the annual general meeting on 26 November 2010.
The remuneration paid to each director is inclusive of committee fees. No retirement benefits are payable other than
statutory superannuation, if applicable.
The 3rd edition of the Corporate Governance Principles and Recommendations released by the ASX Corporate Gover-
nance Council (Council) specifies that it is generally acceptable for Non-Executive Directors to receive securities as part
of their remuneration to align their interest with the interests of other security holders, however Non-Executive Directors
should not receive performance-based remuneration as it may lead to bias in their decision making and compromise their
objectivity. Accordingly, as a means of attracting and retaining talented individuals, given the fiscal constraints of a
development stage company, the Board has chosen to grant equity in the form of performance rights which vest based
only on meeting continuous service conditions. Non-Executive Directors do not receive performance based bonuses
and prior shareholder approval is required to participate in any issue of equity.
Executive remuneration policy and framework
In determining executive remuneration, the board aims to ensure that remuneration practices are:
• competitive and reasonable, enabling the Company to attract and retain key talent from both the domestic and
international market places,
• aligned to the Company’s strategic and business objectives and the creation of shareholder value, transparent, and
• acceptable to shareholders.
The executive remuneration framework has three components:
• base pay and benefits, including superannuation, social security payments and health insurance
• Short-term performance incentives, and
• Long-term incentives through participation in employee option plans and the grant of performance rights.
Executive remuneration mix
In accordance with the Company’s objective to ensure that executive remuneration is aligned to Company performance,
a portion of the executives’ target pay is “at risk”.
Base pay and benefits
Executives receive their base pay and benefits structured as a total employment cost (TEC) package which may be
delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion. Executives are
offered a competitive base pay that comprises the fixed component of pay and rewards.
Independent remuneration information is obtained from sources such as independent salary surveys to ensure base pay
is set to reflect the market for a comparable role. Base pay for executives is reviewed annually to ensure the executive’s
pay is competitive with the market.
In order to obtain the experience required to achieve the Company’s goals, it has been necessary to recruit management
from the international marketplace. Accordingly, executive pay is also viewed in light of the market from which our
executives are recruited in order to be competitive with the relevant market.
An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases included in any executives’
contracts. Superannuation benefits are paid on behalf of Australian based executives.
At this stage of the Company’s development, shareholder return is enhanced by the achievement of milestones in the
development of the Company’s products. The Company’s Remuneration Policy is not directly based on its financial
performance, rather on industry practice, given the Company operates in the biotechnology sector and the Company’s
17
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DIRECTOR’S REPORT
primary focus is research activities with a long-term objective of developing and commercialising the research & develop-
ment results. At senior management level, performance pay is partly determined by achieving successful capital raising
milestones to support its clinical programs and the achievement of clinical milestones in a manner that aligns the executive’s
performance pay with value creation for shareholders.
The Company envisages its earnings will remain negative whilst the Company continues in the research and development
phase. Shareholder wealth reflects this speculative and volatile market sector.
Short-term incentives
Executives have the opportunity to earn an annual short-term incentive (STI) depending on their accountabilities and
impact on the organisation. STIs may be awarded at the end of a performance review cycle for meeting group and individual
milestone achievements that align to the Company’s strategic and business objectives at the discretion of the board.
The remuneration committee is responsible for determining the amount of STI to be awarded. To assist in this assessment,
the committee receives reports on performance from management. The committee has the discretion to adjust short-term
incentives downwards in light of unexpected or unintended circumstances.
In the current pre-commercialisation stage of the Company’s development, it is the Board’s preference to issue non-cash
STIs except in unusual circumstances.
Non-cash STIs are granted under the Executive Incentive Plan (EIP) which was approved by shareholders at the 2018
Annual General Meeting. In light of our global operations the Board adopted the Company’s incentive arrangements to
ensure that it continues to retain and motivate key executives in a manner that is aligned with shareholders’ interests.
The Company’s ‘umbrella’ EIP was adopted to allow eligible executives to apply for the grant of performance rights and/
or options. Equity incentives granted in accordance with the EIP Rules are designed to provide meaningful remuneration
opportunities and will reflect the importance of retaining a world-class management team. The Company endeavours to
achieve simplicity and transparency in remuneration design, whilst also balancing competitive market practices in the
United States, France, Germany, and Australia.
Long-term incentives
Long-term incentives (LTI) are also provided to certain employees via the EIP. The LTI is intended to:
reward high performance and to encourage a high-performance culture
•
• align the interest of executives and senior management with those of the company and shareholders
•
provide the company with the means to compete for talented staff by offering remuneration that includes an
equity-based component, like many of its competitors
• Assist with the attraction and retention of key personnel.
Executives and senior managers eligible to participate in the LTI are considered by the Board to be in roles that have
the opportunity to significantly influence long-term shareholder value.
The Company may issue eligible participants with performance rights which entitle the holder to subscribe for or be
transferred one fully paid ordinary share of the Company for no consideration. Equity-settled performance rights carry
no dividend or voting rights.
The performance rights are issued to executive directors and employees for no consideration and are subject to the
continuing employment and lapse upon resignation, redundancy or termination, or failure to achieve the specified
performance vesting condition. The performance rights will immediately vest and become exercisable if in the Board’s
opinion a vesting event occurs (as defined in the plan rules) such as a takeover bid or winding up of the Company. If the
performance rights vest and are exercised, the employee receives ordinary shares in the Company for no consideration.
Voting and comments made at the Company’s 2018 Annual General Meeting
The Company received 41.27% “yes” votes and 56.37% undirected proxies open to the chair to vote in favour of the
resolution on its remuneration report for the 2018 financial year. The Company addressed specific feedback at the AGM
or throughout the year on its remuneration practices.
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DIRECTOR’S REPORT
B. Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and key management personnel (defined as those who have the authority
and responsibility for planning, directing and controlling the major activities of the consolidated entity) are set out in the
following tables.
30-Jun-19
Dr R Howard
Mr P Meyers
Mr G Chamberlain
Mr M Voigt
Short-term Benefits
Post
Employ-
ment
Benefits
Long-term
Benefits
Share-based
Payments
Total
Cash
salary
and fees
Cash
bonus
Non
Monetary
Super-
annuation
Long
service
leave
Executive
Performance
Rights
Options
Issued
$
$
$
$
$
$
$
$
82,192
-
-
-
-
-
265,6431
60,9282
127,1813
398,724
72,116
7,808
-
-
-
-
-
-
-
-
-
-
-
-
365,9884,5
245,6664,5
25,650
33,458
11,115
177,9794,5
11,115
789,633
-
-
-
-
-
-
-
355,643
60,928
127,181
836,828
557,781
484,744
2,423,105
-
-
-
Other Key Management Personnel
Dr F Triebel
Ms D Miller
272,243
220,000
39,872
50,000
973,159
161,988
453,752
1 Dr Russell Howard was issued 10,000,000 performance rights to vest over 4 tranches in accordance with shareholder approval received at the AGM on 16 November
2018. The 10,000,000 performance rights were granted in lieu of additional cash to compensate Dr Howard for his additional responsibilities due to his elevation to the
role of Chairman following the retirement of the previous Chairman from the date of the 2017 AGM. As explained in the Appendix 3Y for Dr Howard released to ASX on
22 December 2017 and the 2018 AGM notice of meeting, the total number of performance rights proposed by the Company was calculated based on 4 years of director’s
fees at $60,000 p.a. divided by $0.024 (being the 5 day VWAP up to and including 15 December 2017). However, the fair value of Dr Howard’s performance rights for
the purposes of this financial report reflects the prevailing share price as at the date of shareholder approval of his performance rights, in accordance with the applicable
accounting standards.
The first tranche of his performance rights (2,500,000 rights) vested on 1 December 2018. (Being for continued service from 18 November 2017 to 17 November 2018).
The second tranche of 2,500,000 performance rights is due to vest on 1 December 2019. (Being for continued service from 18 November 2018 to 17 November 2019);
The third tranche of 2,500,000 performance rights is due to vest on 1 December 2020. (Being for continued service from 18 November 2019 to 17 November 2020); The
final 2,500,000 will vest on 1 December 2021. (Being continued service from 18 November 2020 to 17 November 2021).
2 Mr Pete Meyers was issued 10,023,350 performance rights to vest over 4 tranches in lieu of cash for his services as a Non-Executive Director, in accordance with
shareholder approval received at the AGM on 25 November 2016. As indicated in the 2016 AGM notice of meeting, the number of performance rights was calculated
based on 3.67 years of directors’ fees at $105,000 p.a. divided by $0.0384 (being the 5 day VWAP up to and including 9 September 2016). However, the fair value of his
performance rights reflects the prevailing share price as at the date of shareholder approval.
The first tranche of his performance rights (1,814,249 rights) vested on 1 October 2017. (Being for service from 1 February 2017 to 30 September 2017). The second
tranche of 2,736,367 performance rights vested on 1 October 2018. (Being for service from 1 October 2017 to 30 September 2018); The third tranche of 2,736,367 per-
formance rights is due to vest on 1 October 2019. (Being for service from 1 October 2018 to 30 September 2019); The final 2,736,367 will vest on 1 October 2020. (Being
for service from 1 October 2019 to 30 September 2020).
3 Mr G Chamberlain was issued 13,272,356 performance rights to vest over 3 tranches in lieu of cash for his services as a Non-Executive Director, in accordance with
shareholder approval received at the AGM on 17 November 2017. As indicated in the 2017 AGM notice of meeting, the number of performance rights was calculated
based on 3.12 years of directors’ fees at $90,000 p.a. divided by $0.02111 (being the 5 day VWAP up to and including 21 August 2017). However, the fair value of the
performance rights reflects the prevailing share price as at the date of shareholder approval.
The first tranche of his performance rights (4,739,293 rights) vested on 1 October 2018. (Being for service from 21 August 2017 to 30 September 2018). The second
tranche of 4,266,531 performance rights is due to vest on 1 October 2019. (Being for service from 1 October 2018 to 30 September 2019); The third tranche of 4,266,531
performance rights is due to vest on 1 October 2020. (Being for service from 1 October 2019 to 30 September 2020).
4 Performance Rights issued in prior years vested as follows:
• On 30 October 2018, 12,254,902 performance rights were forfeited for Mr. M Voigt and 3,676,471 performance rights were forfeited for Ms. D Miller.
5 The Performance Rights issued to Mr M Voigt, Ms D Miller and Dr F Triebel on 4 December 2017 vesting dates are as follows:
• 1/3 vested on 1 December 2017 to Mr M Voigt, Ms D Miller and Dr F Triebel.
• 1/3 vested on 1 December 2018 to Mr M Voigt, Ms D Miller and Dr F Triebel.
• 1/3 is due to vest on 1 December 2019 to Mr M Voigt, Ms D Miller and Dr F Triebel.
Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The performance rights are subject to accelerated
vesting according to agreed terms in each person’s employment contract.
For vesting details of the other Performance Rights please refer to Section D on Share-based compensation below.
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Short-term Benefits
Post
Employment
Benefits
Long-term
Benefits
Share-based
Payments
Total
30-Jun-18
Cash salary
and fees
Cash
bonus
Non
Monetary
Super-
annuation
Long
service
leave
Termi-
nation
benefits
Executive
Performance
Rights
Options
Issued
$
$
$
$
$
$
$
$
$
Dr R Howard
Mr P Meyers
Mr M Voigt
90,000
-
-
-
-
136,0071,2
400,566
101,970
-
Mr G Chamberlain
Ms L Turnbull, AO
Mr A Wong
-
57,300
32,215
-
-
-
Other Key Management Personnel
Dr F Triebel
Ms D Miller
261,721
9,620
218,333
75,000
138,3873
-
-
-
-
-
-
-
-
5,443
3,060
-
-
-
-
-
-
-
-
27,867
11,429
1,060,135
186,590
274,394
36,370
11,429
-
-
-
-
-
-
-
-
-
-
-
836,5914,5
-
-
-
514,9914,5
388,6564,5
1,740,238
-
-
-
-
-
-
-
-
-
90,000
136,007
1,339,127
138,387
62,743
35,275
786,332
721,285
3,309,156
1 Mr Pete Meyers was issued 7,720,588 performance rights in lieu of cash for his services as a Non-Executive Director, in accordance with shareholder approval re-
ceived at the AGM on 14 November 2014.
The first tranche of his performance rights vested to him i.e. 1,715,686 converted to ordinary shares immediately after the shareholder approval was received. (Being
for service from date of appointment to 30 September 2014). The second tranche of 2,573,529 performance rights vested on 1 October 2015. (Being for service from 1
October 2014 to 30 September 2015); The third tranche of 2,573,529 performance rights vested on 1 October 2016. (Being for service from 1 October 2015 to 30 Sep-
tember 2016); The final 857,844 vested on 1 October 2017. (Being for service from 1 October 2016 to 31 January 2017).
2 Mr Pete Meyers was issued 10,023,350 performance rights in lieu of cash for his services as a Non-Executive Director, in accordance with shareholder approval re-
ceived at the AGM on 25 November 2016.
The first tranche of his performance rights (1,814,249 rights) vested on 1 October 2017. (Being for service from 1 February 2017 to 30 September 2017). The second
tranche of 2,736,367 performance rights is due to vest on 1 October 2018. (Being for service from 1 October 2017 to 30 September 2018); The third tranche of 2,736,367
performance rights is due to vest on 1 October 2019. (Being for service from 1 October 2018 to 30 September 2019); The final 2,736,367 will vest on 1 October 2020.
(Being for service from 1 October 2019 to 30 September 2020).
3 Mr G Chamberlain was issued 13,272,356 performance rights in lieu of cash for his services as a Non-Executive Director, in accordance with shareholder approval
received at the AGM on 17 November 2017.
The first tranche of his performance rights (4,739,293 rights) is due to vest on 1 October 2018. (Being for service from 21 August 2017 to 30 September 2018). The
second tranche of 4,266,531 performance rights is due to vest on 1 October 2019. (Being for service from 1 October 2018 to 30 September 2019); The third tranche of
4,266,531 performance rights is due to vest on 1 October 2020. (Being for service from 1 October 2019 to 30 September 2020).
4 Performance Rights issued in prior years vested as follows:
• 1/3 vested on 5 August, 2015 to Mr M Voigt and Ms D Miller and on 31 January 2016 for Dr F Triebel.
• 1/3 vested on 5 August, 2016 to Mr M Voigt, Ms D Miller and Dr F Triebel.
• 1/3 vested on 5 August, 2017 to Mr M Voigt, Ms D Miller and Dr F Triebel.
5 The Performance Rights issued to Mr M Voigt, Ms D Miller and Dr F Triebel on 4 December 2017 vested as follows:
• 1/3 vested on 4 December 2017 to Mr M Voigt, Ms D Miller and Dr F Triebel.
Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The performance rights are subject to accelerated
vesting according to agreed terms in each person’s employment contract.
For vesting details of the other Performance Rights please refer to Section D on Share-based compensation below.
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The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
Name
Fixed remuneration
At risk – STI
At risk – LTI
2019
2018
2019
2018
2019
2018
Non-Executive Directors
Dr R Howard
Mr Pete Meyers
Mr Grant Chamberlain
Ms L Turnbull, AO
Mr A Wong
Executive Directors
Mr M Voigt
Other Key Management Personnel
Dr F Triebel
Ms D Miller
C. Service agreements
100%
100%
100%
N/A
N/A
100%
100%
100%
100%
100%
48%
30%
49%
51%
34%
35%
-
-
-
N/A
N/A
8%
7%
11%
-
-
-
-
-
-
-
-
N/A
N/A
8%
44%
1%
11%
44%
38%
-
-
-
-
-
62%
65%
54%
Remuneration and other terms of employment for key management personnel are formalised in service agreements.
The service agreements specify the components of remuneration, benefits and notice periods. Participating in the STI
and LTI plans is subject to the Board’s discretion. Compensation paid to key management personnel is determined by
the Remuneration Committee on an annual basis with reference to market salary surveys. Determination of compensation
for Non-Executive Directors is detailed on pages 16, 17 and 18 of the directors’ report. Details of the current terms of these
agreements are below. Unless stated otherwise, all salaries quoted below are as at 30 June 2019.
Mr Marc Voigt
Agreement commenced:
Details
Base salary including superannuation
Ms Deanne Miller
Agreement commenced:
Details
Base salary including superannuation
-
-
-
-
-
-
-
-
Executive Director & CEO
9 July 2014
The initial term was for a period of 3 years. This term was subsequently
extended for a further 3 years and extended again for an additional term
that will expire on 9 July 2026, unless terminated earlier by either party in
accordance with the Agreement. Each party is to provide at least 6 months’
notice of its intention to extend the term of the contract.
The contract can be terminated by the company giving 12 months’ notice
or by Marc giving 6 months’ notice.
Immutep may make payments in lieu of the period of notice, or for any
unexpired part of that notice period.
EUR 250,000
Chief Operating Officer, General Counsel & Company Secretary
17 October 2012
The agreement can be terminated with 6 months’ notice.
The termination terms are payment of base salary in lieu of notice period.
AUD 240,900
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Dr Frédéric Triebel
Agreement commenced:
Details
-
-
-
Chief Scientific Officer & Chief Medical Officer
12 December 2014
Each of the parties may terminate the employment contract and the
present Amendment, subject to compliance with the law and the Collective
Bargaining Agreement (“CBA”) and notably to a 6-month notice period as
set forth in the CBA.
The party which fails to comply with the notice period provisions shall be
liable to pay the other an indemnity equal to the salary for the remainder
of the notice period.
Base salary including superannuation
-
EUR 170,000
Key management personnel have no entitlement to termination payments in the event of removal for misconduct or
gross negligence.
D. Share-based compensation
Issue of shares
There were no shares issued to directors and key management personnel as part of compensation during the year ended
30 June 2019. During the year 60,542,327 performance rights and options were exercised and converted into ordinary shares.
Options
There are no options which were granted in prior years which affected remuneration in this financial year or future
reporting years.
Options granted under the plan carry no dividend or voting rights. When exercisable, each option is convertible into one
ordinary share.
Shares provided on exercise of remuneration options
No ordinary shares in the Company have been issued as a result of the exercise of remuneration options by a director.
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Performance rights
The terms and conditions of each grant of performance rights affecting remuneration of key management personnel in
this financial year or future reporting years are as follows:
Grant date *
Type of performance right
granted
Vesting date and
exercisable date
Number of
performance
rights
Value
per right at
grant date
%
Vested and
exercised
30 June 2019
$
19 Sep 14(b)
14 Nov 14(b)
25 Nov 16(c)
25 Nov 16(c)
25 Nov 16(c)
17 Nov 17(c)
17 Nov 17(c)
17 Nov 17(c)
17 Nov 17(c)
17 Nov 17(c)
29 Nov 17(a)
29 Nov 17(a)
16 Nov 18(c)
16 Nov 18(c)
16 Nov 18(c)
16 Nov 18(c)
LTI – Tranche 2
LTI – Tranche 2
Fixed short-term benefits
Fixed short-term benefits
Fixed short-term benefits
LTI – Tranche 2
LTI – Tranche 3
LTI – Tranche 4
LTI – Tranche 6
LTI – Tranche 7
LTI – Tranche 6
LTI – Tranche 7
LTI – Tranche 1
LTI – Tranche 2
LTI – Tranche 3
LTI – Tranche 4
1 Oct 18
1 Oct 18
1 Oct 18
1 Oct 19
1 Oct 20
1 Oct 18
1 Oct 19
1 Oct 20
1 Dec 18
1 Dec 19
1 Dec 18
1 Dec 19
1 Dec 18
1 Dec 19
1 Dec 20
1 Dec 21
919,118
3,063,725
2,736,367
2,736,367
2,736,367
4,739,294
4,266,531
4,266,531
16,666,667
16,666,666
20,000,000
20,000,000
2,500,000
2,500,000
2,500,000
2,500,000
0.044
0.040
0.038
0.038
0.038
0.024
0.024
0.024
0.024
0.024
0.023
0.023
0.039
0.039
0.039
0.039
-
-
100
-
-
100
-
-
100
-
100
-
100
-
-
-
(a) Performance hurdles based on individual KPIs have been set for performance rights granted.
(b) Performance hurdle representing 100% of the total number of performance rights granted – Compound Annual Growth
Rate (CAGR) in the share price over the measurement period of at least 20%. Performance rights have been forfeited
on 31 October 2018 for not meeting the performance hurdle.
(c) No performance hurdles have been set with respect to these performance rights granted.
* In addition to the performance hurdles set, the participant must be employed by the company on the vesting date.
Performance rights granted under the plan carry no dividend or voting rights.
When exercisable, each performance right is convertible into one ordinary share.
Details of performance rights over ordinary shares in the Company provided as remuneration to each director and each of
the key management personnel are set out below. The table further shows the percentages of the options granted under the
Employee Option Plan that vested and/or were forfeited during the year.
23
CONTINUEDFor personal use onlyDIRECTOR’S REPORT
Details of bonuses and share-based compensation
For each cash bonus and grant of performance rights included in the tables on page 19 to 21, the percentage of the
available bonus or grant that was paid, or that vested, in the financial year, and the percentage that was forfeited because
the person did not meet the vesting criteria is set out below.
Name
Cash bonus
Share-based compensation benefits (performance rights)
Paid
For-
feited
Year
granted
No
Granted
Value of
rights
at grant
date
Vested
Number
of rights
vested/
excercised
during the
year
Value of
rights at
exercise
date*******
For-
feit-
ed
Financial years in
which rights may
vest
%
%
$
%
$
%
Mr R Howard
Mr P Meyers
Mr G Chamberlain
-
-
-
Mr M Voigt
100%
Mr F Triebel
-
Ms D Miller
100%
-
-
-
-
-
-
2018*
10,000,000
390,000
25.00
2,500,000
70,000
2017**
10,023,350
370,864
45.40
2,736,367
150,500
-
-
2018, 2019, 2020 & 2021
2018, 2019, 2020 & 2021
2017****
13,272,356
278,719
33.33
4,739,294
260,661
2019, 2020 & 2021
2014***
2017******
12,254,902
50,000,000
472,512
1,200,000
-
66.67
-
16,666,667
-
466,667
100
-
2016,2017, 2018 & 2019
2018, 2019 & 2020
2017*****
35,000,000
805,000
66.67
11,666,667
326,667
-
2018, 2019 & 2020
2014***
2017*****
3,676,471
25,000,000
162,434
575,000
-
66.67
-
8,333,333
-
208,333
100
-
2016, 2017,2018 & 2019
2018, 2019 & 2020
*
**
***
****
*****
Dr Russell Howard was issued 10,000,000 performance rights in lieu of cash for his services as a Non-Executive Director, in accordance with shareholder
approval received at the AGM on 16 November 2018.
The first tranche of his performance rights (2,500,000 rights) vested on 1 December 2018. (Being continued service from 18 November 2017 to 17 Novem-
ber 2018). The second tranche of 2,500,000 performance rights is due to vest on 1 December 2019. (Being continued service from 18 November 2018 to 17
November 2019); The third tranche of 2,500,000 performance rights is due to vest on 1 December 2020. (Being continued service from 18 November 2019 to
17 November 2020); The final 2,500,000 will vest on 1 December 2021. (Being continued service from 18 November 2020 to 17 November 2021).
Mr Pete Meyers was issued 10,023,350 performance rights in lieu of cash for his services as a Non-Executive Director, in accordance with shareholder
approval received at the AGM on 25 November 2016.
The first tranche of his performance rights vested on 1 October 2017. (Being for service from 1 February 2017 to 30 September 2017). The second tranche
of 2,736,367 performance rights vested on 1 October 2018. (Being for service from 1 October 2017 to 30 September 2018); The third tranche of 2,736,367
performance rights is due to vest on 1 October 2019. (Being for service from 1 October 2018 to 30 September 2019); The final 2,736,367 will vest on
1 October 2020. (Being for service from 1 October 2019 to 30 September 2020).
Performance rights were granted under the EIP. Short term incentive performance rights vest on 1 October 2015. Long term incentive performance rights
vest in two tranches as follows:
• 75% to vest on 2 October, 2017
• 25% to vest on 1 October, 2018
Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The performance rights are subject to
accelerated vesting according to agreed terms in each person’s employment contract.
Mr Grant Chamberlain was issued 13,272,356 performance rights in lieu of cash for his services as a Non-Executive Director, in accordance with shareholder
approval received at the AGM on 17 November 2017.
The first tranche of 4,739,294 performance rights vested on 1 October 2018. (Being continued service from 21 August 2017 to 30 September 2018).
The second tranche of 4,266,531 performance rights vested on 1 October 2019. (Being for service from 1 October 2018 to 30 September 2019);
The final 4,266,531 will vest on 1 October 2020. (Being for service from 1 October 2019 to 30 September 2020).
Performance rights were granted under the EIP. Long term incentive performance rights vest in three tranches as follows:
• 1/3 vested on 1 December, 2017
• 1/3 to vest on 1 December, 2018
• 1/3 to vest on 1 December, 2019
Vesting is contingent upon the employee being continuously employed in good standing through the vesting period and meeting pre-determined KPIs.
The performance rights are subject to accelerated vesting according to agreed terms in each person’s employment contract.
*******
Performance rights were granted under the EIP. Long term incentive performance rights vest in three tranches as follows:
• 1/3 vested on 1 December, 2017
• 1/3 to vest on 1 December, 2018
• 1/3 to vest on 1 December, 2019
Vesting is contingent upon the employee being continuously employed in good standing through the vesting period. The performance rights are subject
to accelerated vesting according to agreed terms in each person’s employment contract.
********
The value at the exercise date of performance rights that were granted as part of remuneration and were exercised during the year has been determined
as the intrinsic value of the performance rights at that date.
24
CONTINUEDFor personal use only
DIRECTOR’S REPORT
Equity instruments held by key management personnel
The tables on the following page show the number of:
(i) Options over ordinary shares in the company
(ii) Performance rights over ordinary shares in the company
(iii) Shares in the company that were held during the financial year by key management personnel of the group, including
their close family members and entities related to them.
There were no shares granted during the reporting period as compensation.
(i) Options holdings
2019
Options over ordinary
shares
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
Mr Grant Chamberlain
Ms Lucy Turnbull, AO
Mr Albert Wong
Ms Deanne Miller
Dr Frédéric Triebel1
Balance at start
of the year
Granted
Exercised
Other
Changes1
Balance at end
of the year
Vested and
exercisable
Unvested
-
-
-
-
-
-
-
24,000,600
24,000,600
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(24,000,600)
(24,000,600)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 The warrants expired on 12 December 2018.
(ii) Performance Rights holdings
Balance at start
of the year
Granted
Exercised
Other
Changes
Balance at end
of the year
Vested and
exercisable
Unvested
2019
Performance rights over
ordinary shares
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
Mr Grant Chamberlain
Ms Deanne Miller
Dr Frédéric Triebel
2019
Ordinary shares
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
Mr Grant Chamberlain
Ms Deanne Miller
Dr Frédéric Triebel
- 10,000,000
(2,500,000)
(2,736,367)
-
-
7,500,000
5,472,734
8,209,101
45,588,236
13,272,356
20,343,137
23,333,334
-
-
-
-
-
(16,666,667)
(12,254,903)
16,666,666
(4,739,293)
-
(8,333,333)
(3,676,471)
8,533,063
8,333,333
(11,666,667)
-
11,666,667
-
-
-
-
-
-
-
-
-
-
-
-
-
-
110,746,164 10,000,000 (46,642,327)
(15,931,374)
58,172,463
(iii) Ordinary Share holdings
Balance at start
of the year
Received during the
year on exercise of
performance rights
Received during the
year on the exercise of
options
Other chang-
es during the
year
Balance at
end of the
year
-
9,534,837
41,605,293
45*
-
19,768,418
32,464,375
2,500,000
2,736,367
16,666,667
-
4,739,293
8,333,333
11,666,667
46,642,327
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
12,271,204
58,271,960
45
4,739,293
(4,957,550)
23,144,201
-
44,131,042
(4,957,550)
145,057,700
-
45
Total ordinary shares
103,372,923
Total ADR
* American Depository Receipts (ADR) traded on the NASDAQ.
45
This concludes the remuneration report, which has been audited.
25
CONTINUEDFor personal use only
DIRECTOR’S REPORT
Shares under option
Unissued ordinary shares of Immutep Limited under option at the date of this report are as follows:
Date options granted
Expiration Date
Exercise Price
Number Listed/Unlisted Options
5 August 2015
4 August 2020
30 October 2015
30 October 2020
7 March 2016
5 August 2015
4 July 2017
7 March 2021
4 August 2025
5 January 2023
21 December 2018
12 February 2022
$0.0237
$0.057
$0.040
$0.025
US$0.025*
US$0.025*
371,445,231
793,103
1,026,272
8,475,995
155,371,800*
208,000,000*
745,112,401
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
Unlisted
No option holder has any right under the options to participate in any other share issue of the Company or any other entity.
* 1 American Depository Shares (ADS) listed on NASDAQ equals 100 ordinary shares listed on ASX thus the number of warrants on issue has been grossed up
and the exercise price adjusted accordingly in the above table to be comparable.
Indemnity and insurance of officers
During the financial year, the Company paid a premium to insure the directors and officers of the Company and its
controlled entities.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be
brought against the officers in their capacity as officers of entities in the group, and any other payments arising from
liabilities incurred by the officers in connection with such proceedings.
This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the
improper use by the officers of their position or of information to gain advantage for themselves or someone else or
to cause detriment to the Company.
Indemnity and insurance of auditor
The Company has not during or since the end of this financial year indemnified or agreed to indemnify the auditor of
the Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the
Company or any related entity.
Proceedings on behalf of the Company
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf
of the Company, or to intervene in any proceedings to which the Company is a party for the purpose of taking responsibility
on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of
the Corporations Act 2001.
Non-audit services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s
expertise and experience with the Company and/or the group are important.
26
CONTINUEDFor personal use onlyDIRECTOR’S REPORT
The board of directors has considered the position and, in accordance with advice received from the Audit and Risk
Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence
for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the
auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the
following reasons:
• all non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and
objectivity of the auditor
• none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants.
During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent entity,
its related practices and non-related audit firms:
Consolidated
30 June 2019
30 June 2018
$
$
PricewaterhouseCoopers Australia
Other audit and assurance services in relation to regulatory filings overseas
22,950
Other services
Network firm of PricewaterhouseCoopers Australia
Due Diligence services
Total remuneration for non-audit services
-
22,950
-
-
-
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out
on page 29.
Auditor
PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of directors.
On behalf of the directors
Dr Russell Howard
Chairman
Sydney
20 August 2019
27
CONTINUEDFor personal use onlyCORPORATE GOVERNANCE STATEMENT
Corporate Governance Statement
The Board is committed to achieving and demonstrating the highest standards of corporate governance. The Board continues
to refine and improve the governance framework and practices in place to ensure they meet the interests of shareholders.
The Company complies with the Australian Securities Exchange (ASX) Corporate Governance Council’s Corporate
Governance Principles and Recommendations – 3RD edition (the Principles). A copy of the company’s Corporate
Governance Statement is available at the company’s website at the following address
https://www.immutep.com/about-us/corporate-governance.html
28
For personal use onlyAUDITOR’S INDEPENDENCE DECLARATION
CONTINUED
Auditor’s Independence Declaration
As lead auditor for the audit of Immutep Limited for the year ended 30 June 2019, I declare that to the
best of my knowledge and belief, there have been:
(a)
no contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
(b)
no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Immutep Limited and the entities it controlled during the period.
Eddie Wilkie
Partner
PricewaterhouseCoopers
Sydney
20 August 2019
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo NSW 2000, GPO BOX 2650 Sydney NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Page | 27
29
For personal use onlyFINANCIAL
STATEMENTS
Contents
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ...................................................................31
CONSOLIDATED BALANCE SHEET .................................................................................................................32
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..............................................................................33
CONSOLIDATED STATEMENT OF CASH FLOWS ............................................................................................34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS .........................................................................35
DIRECTORS’ DECLARATION .............................................................................................................................72
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITED. ......................................73
General information
These financial statements are the consolidated financial statements of the consolidated entity consisting of Immutep
Limited and its subsidiaries. The financial statements are presented in the Australian currency.
Immutep Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office
and principal place of business is:
Level 12
95 Pitt Street
Sydney NSW 2000
A description of the nature of the consolidated entity’s operations and its principal activities is included in the review of
operations and activities on pages 6 to 11 and in the directors’ report on pages 12 to 27, both of which are not part of these
financial statements.
Through the use of the internet, we have ensured that our corporate reporting is timely and complete.
All press releases, financial reports and other information are available on our website: www.immutep.com
30
For personal use onlyFINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2019
Revenue
License revenue
Other income
Research material sales
Grant income
Net gain on foreign exchange
Net gain on fair value movement of warrants
Interest income
Total revenue and other income
Research & development and intellectual property
Corporate administrative expenses
Depreciation and amortisation expense
Net loss on fair value movement of warrants
Net change in fair value of convertible note liability
Loss before income tax expense
Income tax(expense) / benefit
Loss after income tax expense for the year
Other Comprehensive Income/(Loss)
Items that may be reclassified to profit or loss
Exchange differences on the translation of foreign operations
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive loss for the year
Loss for the year is attributable to
Owners of Immutep Limited
Total comprehensive loss for the year is attributable to
Owners of Immutep Limited
Basic loss per share
Diluted loss per share
Note
Consolidated
30 June 2019
30 June 2018
$
$
139,782
2,630,484
1,155,065
4,342,364
493,736
961,176
397,281
7,489,404
(16,591,201)
(6,366,161)
(1,879,151)
-
(996,875)
1,008,678
3,214,441
322,518
-
177,186
7,353,307
(9,989,830)
(7,242,061)
(1,808,929)
(189,983)
(866,848)
(18,343,984)
(12,744,344)
-
(1,676)
(18,343,984)
(12,746,020)
558,415
558,415
1,329,119
1,329,119
(17,785,569)
(11,416,901)
(18,343,984)
(12,746,020)
(17,785,569)
(11,416,901)
Cents
(0.57)
(0.57)
Cents
(Restated)
(0.49)
(0.49)
14
5
5
5
14
15
6
29
29
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes
31
For personal use onlyCONSOLIDATED BALANCE SHEET
AS AT 30 JUNE 2019
ASSETS
Current assets
Cash and cash equivalents
Current receivables
Other current assets
Total current assets
Non-current assets
Plant and equipment
Intangibles
Total non-current assets
TOTAL ASSETS
Current liabilities
Trade and other payables
Employee benefits
Total current liabilities
Non-current liabilities
Convertible note liability
Warrant liability
Employee benefits
Deferred tax liability
Total non-current liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Accumulated losses
Equity attributable to the owners of Immutep Limited
TOTAL EQUITY
Note
Consolidated
30 June 2019
30 June 2018
$
$
7
8
9
10
11
13
16
15
14
17
12
18
19
19
16,567,982
5,194,126
1,779,716
23,541,824
52,950
16,946,725
16,999,675
40,541,499
5,060,368
238,570
5,298,938
7,642,707
3,164,413
47,725
-
10,854,845
16,153,783
24,387,716
23,475,521
3,431,994
1,735,664
28,643,179
26,449
18,329,155
18,355,604
46,998,783
3,663,849
189,514
3,853,363
6,645,832
2,945,358
32,303
-
9,623,493
13,476,856
33,521,927
221,091,591
65,533,954
213,232,719
64,874,040
(262,237,829)
(244,584,832)
24,387,716
24,387,716
33,521,927
33,521,927
The above consolidated balance sheet should be read in conjunction with the accompanying notes
32
For personal use onlyCONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2019
Consolidated
Contributed
equity
Reserves
Accumulated losses
Total equity
$
$
$
$
Balance at 30 June 2017
195,352,543
63,018,575
(231,838,812)
26,532,306
Other comprehensive income for the year, net of tax
Loss after income tax expense for the year
Total comprehensive income/(loss) for the year
Transactions with owners in their capacity as
owners:
-
-
-
1,329,119
-
1,329,119
-
(12,746,020)
(12,746,020)
1,329,119
(12,746,020)
(11,416,901)
Contributions of equity, net of transaction costs
16,142,679
-
Employee share-based payment
-
2,263,843
Exercise of vested performance rights
1,737,497
(1,737,497)
-
-
-
16,142,679
2,263,843
-
Balance at 30 June 2018
213,232,719
64,874,040
(244,584,832)
33,521,927
Other comprehensive income for the year, net of tax
Loss after income tax expense for the year
Total comprehensive income/(loss) for the year
Transactions with owners in their capacity as
owners:
Contributions of equity, net of transaction costs
Exercise of warrants
Employee share-based payment
-
-
-
558,415
-
558,415
-
(18,343,984)
(18,343,984)
558,415
(18,343,984)
(17,785,569)
4,335,025
2,043,359
-
-
-
1,581,987
-
690,987
-
-
4,335,025
2,734,346
1,581,987
-
Exercise of vested performance rights
1,480,488
(1,480,488)
Balance at 30 June 2019
221,091,591
65,533,954
(262,237,829)
24,387,716
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
33
For personal use onlyCONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2019
Cash flows related to operating activities
Payments to suppliers and employees
(inclusive of goods and services tax)
Research material sales
License revenue
Interest received
Tax received / (paid)
Grant income received
Payment for security deposit
Note
Consolidated
30 June 2019
30 June 2018
$
$
(19,553,135)
(13,572,384)
1,064,840
139,782
410,630
-
2,669,806
(18,321)
1,005,375
2,630,484
127,033
(1,676)
2,035,997
(1,532)
Net cash (outflows) from operating activities
28
(15,286,398)
(7,776,703)
Cash flows related to investing activities*
Payments for plant and equipment
Net cash (outflows) from investing activities
Cash flows related to financing activities*
Proceeds from issue of shares
Proceeds from issue of warrants
Proceeds from exercising of warrants
Share issue transaction costs
Transaction costs of warrant issues
Net cash inflows from financing activities
Net increase / (decrease) in cash and cash equivalents
Effect of exchange rate on cash and cash equivalent
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
(41,434)
(41,434)
(11,893)
(11,893)
18
14
14
18
5
7
4,871,250
2,457,259
1,457,318
(536,225)
(236,887)
8,012,715
(7,315,117)
407,578
23,475,521
16,567,982
16,968,200
2,755,375
-
(825,521)
(493,487)
18,404,567
10,615,971
622,576
12,236,974
23,475,521
*Non-cash investing and financing activities relate mainly to the following:
•
•
• Exercise of vested performance rights for no cash consideration disclosed in in Note 19 to the financial statement
Fair value movement of convertible notes disclosed in Note 15 to the financial statements
Fair value movement of warrant liability disclosed in Note 14 to the financial statements
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
34
For personal use onlyNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all years presented, unless otherwise stated. The financial statements are for the consoli-
dated entity consisting of the Company and its subsidiaries.
(a) Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards
and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) and the Corporations Act 2001.
Immutep Limited is a for-profit entity for the purpose of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Immutep Limited group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
(ii) New and amended standards adopted by the group
None of the new standards and amendments to standards that are mandatory for the first time for the financial year
beginning 1 July 2018 affected any of the amounts recognised in the current period or any prior periods.
(iii) Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, financial
assets and liabilities (including derivative financial instruments), which are subsequently remeasured to fair value with
changes in fair value recognized in profit or loss.
(iv) Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements are disclosed in note 3.
(v) Authorisation of financial statements
The financial statements were authorised for issue, in accordance with a resolution of directors, on 20 August 2019.
The directors have the power to amend and reissue the financial report.
(b) Principles of consolidation
Subsidiaries are all entities (including structured entities) over which the group has control. The group controls an entity
when the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to
affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to the group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted
by the group.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker (CODM), who is responsible for allocating resources and assessing performance
of the operating segments, has been identified as the Board of Directors.
35
For personal use only
(d) Foreign currency translation
(i) Functional and presentation currency
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 the Immutep Limited’s functional and presentation currency.
(ii) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised
in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment
hedges or are attributable to part of the net investment in a foreign operation. Foreign exchange gains and losses that relate
to borrowings are presented in the statement of comprehensive income, within finance costs. All other foreign exchange
gains and losses are presented separately in the statement of comprehensive income on a net basis.
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported
as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and
translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are
recognised in other comprehensive income.
(iii) Group companies
The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that
have a functional currency different from the presentation currency are translated into the presentation currency as follows:
assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet
•
income and expenses for each statement of comprehensive income are translated at average exchange rates (unless
•
this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the dates of the transactions), and
all resulting exchange differences are recognised in other comprehensive income.
•
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings
and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income.
When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange
differences are reclassified to profit or loss, as part of the gain or loss on sale.
(e) Revenue recognition
The Group has applied AASB 15 from 1 July 2018. The accounting policy change has been applied using the modified
retrospective approach and did not have any material effect on the financial position or performance of the Group. Revenue
is recognised when (or as) the Group satisfies a performance obligation by transferring a promised good or service to a
customer. Revenue is presented net of GST, rebates and discounts. Performance obligations are completed at a point in
time and over time. Revenue is recognized for the major business activities of the Group as follows:
(i) License revenue
A license may provide another party the right to use the Group’s intellectual property as it exists at the point in time the
license is granted. For these licenses, revenue is recognized at a point in time when control transfers to the licensee and
the license period begins. At present, the Group is in the research and development phase of operations and license
revenue earned is through milestone payments from on-going clinical trials and research.
Milestone payments generally represent a form of variable consideration as the payments are likely to be contingent on the
occurrence of future events. Milestone payments are estimated and included in the transaction price based on either the
expected value (probability weighted estimate) or most likely amount approach. The most likely amount is likely to be most
predictive for milestone payments with a binary outcome (i.e., the company receives all or none of the milestone payment).
36
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyThe transaction price is allocated to separate performance obligations based on relative standalone selling prices. If the
transaction price includes consideration that varies based on a future event or circumstance (e.g., the completion of a
clinical trial phase), the Group would allocate that variable consideration (and any subsequent changes to it) entirely to
one performance obligation if both of the following criteria are met:
•
•
The payment terms of the variable consideration relate specifically to the Group’s efforts to satisfy that performance
obligation or transfer the distinct good or service (or to a specific outcome from satisfying that separate performance
obligation).
Allocating the variable amount entirely to the separate performance obligation or the distinct good or service reflects the
amount of consideration to which the Group expects to be entitled in exchange for satisfying that particular performance
obligation when considering all of the performance obligations and payment terms in the contract.
Variable consideration is only recognized as revenue when the related performance obligation is satisfied and the Group
determines that it is probable that there will not be a significant reversal of cumulative revenue recognised in future periods.
Other income
(i) Grant income
Grants from the governments, including Australian Research and Development Rebates, France’s Crédit d’Impôt Recherche,
and Saxony Development Bank (“Sächsische Aufbaubank”) from Germany, are recognised at their fair value when there
is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to operating costs are recognised in the Statements of Comprehensive Income as grant income.
(ii) Research material sales
Revenue from the sale of materials supplied to other researchers in order to conduct further studies on LAG-3 technologies
is recognised at a point in time when the materials are delivered, the legal title has passed and the other party has accepted
the materials.
(iii) Research collaboration income
Revenue from services provided in relation to undertaking research collaborations with third parties are recognised over
time in the accounting period in which the services are rendered. Revenue is measured based on the consideration
specified in the agreement or contract with a third party.
(f) Income tax
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Company’s subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities
are not recognised if they arise from the initial recognition of goodwill.
Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end
of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred
income tax liability is settled.
37
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyDeferred 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. Deferred tax liabilities and assets
are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign
operations where the Company is able to control the timing of the reversal of the temporary differences and it is probable
that the differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Immutep Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation.
As a consequence, these entities are taxed as a single entity and the deferred tax assets and liabilities of these entities
are set off in the consolidated financial statements.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
(g) Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the
fair value of the assets transferred, liabilities incurred to the former owners of the acquired business and the equity interests
issued by the group. The consideration transferred also includes the fair value of any asset or liability resulting from a
contingent consideration agreement, and the fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in
the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate
share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred and the amount of any non-controlling interests in the acquiree over the fair
value of the Group’s share of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than
the fair value of the net identifiable assets of the subsidiary acquired and the measurement of all amounts has been
reviewed, the difference is recognised directly in profit and loss as a bargain purchase.
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 exchange. 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.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value with changes in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held
equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such
remeasurement are recognised in profit and loss.
38
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(h) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for
impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are
tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recover-
able. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds it recoverable amount.
The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets (cash -generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at the end of
each reporting period.
(i) Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, 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 in the balance sheet.
(j) Current receivables
Current receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment. Amount receivable in relation to Goods and Services Tax (GST) and Value
Added Tax (VAT) are due from the local taxation authorities and recorded based on the amount of GST and VAT paid on
purchases. They are presented as current assets unless collection is not expected for more than 12 months after the
reporting date.
Collectability of current receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectible
are written off by reducing the carrying amount. An allowance account is used when there is objective evidence that the
group will not be able to collect all amounts due.
(k) Financial Instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of
the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at
fair value through profit or loss, which are measured initially at fair value. Subsequent measurement of financial assets and
financial liabilities are described below. Financial assets are derecognised when the contractual rights to the cash flows
from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred.
A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
All financial assets are initially measured at fair value adjusted for transaction costs (where applicable), except for those
trade receivables that do not contain a significant financing component and are measured at the transaction price in
accordance with AASB 15.
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets are classified into the following categories upon
initial recognition:
• financial assets at amortised cost
• financial assets at fair value through profit or loss
•
financial assets at fair value through other comprehensive income
39
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
Classifications are determined by both:
• The entity’s business model for managing the financial asset
•
The contractual cash flow characteristics of the financial assets
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated
as FVPL):
•
•
they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on
the principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted
where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall
into this category of financial instruments.
Financial assets at fair value through profit or loss (FVPL) and financial assets at fair value through other comprehensive
income (FVOCI)
Neither financial assets at fair value through profit or loss (FVPL) nor financial assets at fair value through other
comprehensive income (FVOCI) is relevant to the Group’s current operation.
Impairment of financial assets
AASB 9 requires more forward-looking information to recognize expected credit losses - the ‘expected credit losses (ECL)
model’. The impairment of financial assets including trade receivables is now assessed using an expected credit loss
model; previously the incurred loss model was used. The accounting policy change has been applied retrospectively and
did not have any material effect on the financial position or performance of the Group.
Classification and measurement of financial liabilities
The Group’s financial liabilities comprise trade and other payables. Financial liabilities are initially measured at fair value,
and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through
profit or loss. Subsequently, financial liabilities are measured at amortised cost using the effective interest method.
All interest-related charges and, if applicable, changes in an instruments’ fair value that are reported in profit or loss are
included.
(l) Plant and equipment
Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
Depreciation on other assets is calculated using the straight-line method to allocate their cost, net of their residual values,
over their estimated useful lives as follows:
• Computers – 3 years
• Plant and equipment – 3-5 years
• Furniture – 3-5 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount (note 1(h)). Gains and losses on disposals are determined by comparing proceeds
with carrying amount. These are included in profit or loss.
40
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(m) Intangible assets
(i) Intellectual property
Costs incurred in acquiring intellectual property are capitalised and amortised on a straight line basis over a period not
exceeding the life of the patents, which averages 14 years. Where a patent has not been formally granted, the company
estimates the life of the granted patent in accordance with the provisional application.
Costs include only those costs directly attributable to the acquisition of the intellectual property. An asset’s carrying
amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated
recoverable amount (note 1(h)).
(ii) Research and development
Research expenditure on internal projects is recognised as an expense as incurred. Costs incurred on development
projects (relating to the design and testing of new or improved products) are recognised as intangible assets when it is
probable that the project will, after considering its commercial and technical feasibility, be completed and generate future
economic benefits and its costs can be measured reliably. The expenditure that could be recognised comprises all
directly attributable costs, including costs of materials, services, direct labour and an appropriate proportion of overheads.
Other expenditures that do not meet these criteria are recognised as an expense as incurred.
As the Company has not met the requirement under the standard to recognise costs in relation to development, these
amounts have been expensed.
Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is
ready for use on a straight line basis over its useful life.
(iii) Goodwill
Goodwill is measured as described in (note 1(g)). Goodwill on acquisitions of subsidiaries is included in intangible assets.
Goodwill is not amortised but it is tested for impairment annually or more frequently if events or changes in circumstances
indicate that it might be impaired, 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.
(n) Trade and other payables
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. Trade and other payables are presented as
current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their
fair value and subsequently measured at amortised cost using the effective interest method.
(o) Compound instruments
Convertible notes, including the attached options and warrants, issued to Ridgeback Capital Investments are accounted for
as share based payments when the fair value of the instruments are higher than the consideration received, representing
intangible benefits received from the strategic investor. The difference between the fair value and consideration received
at issuance of the convertible notes and attached options and warrants is recognised immediately in profit and loss as a
share-based payment charge.
If options or warrants contain a settlement choice between cash or shares, this settlement choice constitutes a compound
feature of the convertible notes, which triggers the separation of debt and equity components to be accounted for
separately. The liability component is measured at fair value at initial recognition and subsequent changes in fair value are
recognised in profit and loss. The difference between the fair value of the convertible notes and the liability component at
inception is accounted as an equity element and not remeasured subsequently.
41
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(p) Finance costs
Finance costs are expensed in the period in which they are incurred.
(q) Employee benefits
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and accumulating annual leave that are expected to be
settled wholly within 12 months after the end of the period in which the employees render the related service are recognised
in respect of employees’ services up to the end of the reporting period 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 and
measured at the rates paid or payable.
(ii) Other long-term employee benefit obligations
The liabilities for long service leave and annual leave that are not expected to be settled wholly within 12 months after the
end of the period in which the employees render the related service are measured at the present value of expected future
payments to be made in respect of services provided by employees up to the end of the reporting period using the projected
unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures
and periods of service. Expected future payments are discounted using market yields at the end of the reporting period
of corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows.
Remeasurements as a result of experience adjustments are recognised in profit or loss. The obligations are presented
as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least
twelve months after the reporting period, regardless of when the actual settlement is expected to occur.
(iii) Retirement benefit obligations
The group does not maintain a group superannuation plan. The group makes fixed percentage contributions for all
Australian resident employees to complying third party superannuation funds. The group has no statutory obligation and
does not make contributions on behalf of its resident employees in the USA and Germany. The group’s legal or constructive
obligation is limited to these contributions. Contributions to complying third party superannuation funds are recognised as
an expense as they become payable.
(iv) Share-based payments
Share-based compensation benefits are provided to employees via the Executive Incentive Plan (EIP). Information relating
to these schemes is set out in note 30.
The fair value of performance rights and options granted under the EIP are recognised as an employee benefits expense
with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of
the options granted, which includes any market performance conditions and the impact of any non-vesting conditions but
excludes the impact of any service and non-market performance vesting conditions.
Non-market vesting conditions are included in assumptions about the number of options that are expected to vest. The total
expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to
be satisfied. At the end of each period, the entity revises its estimates of the number of options that are expected to vest
based on the non-marketing vesting conditions. It recognises the impact of the revision to original estimates, if any, in profit
or loss, with a corresponding adjustment to equity.
(v) Termination benefits
Termination benefits are payable when employment is terminated before the normal employment contract expiry date. The
group recognises termination benefits when it is demonstrably committed to terminating the employment of current employees.
(vi) Bonus plan
The group recognises a liability and an expense for bonuses. The group recognises a provision where contractually obliged
or where there is a past practice that has created a constructive obligation.
42
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
(r) Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax,
from the proceeds.
(s) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
the profit or loss attributable to owners of the Company
•
• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in
ordinary shares issued during the year. Bonus elements have been included in the calculation of the weighted average
number of ordinary shares and has been retrospectively applied to the prior financial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
•
•
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion
of all dilutive potential ordinary shares.
(t) Goods and Services Tax and other similar taxes (‘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 balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the taxation authority, are presented as operating cash flows. Commitments and
contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
(u) New Accounting Standards and Interpretations issued but not yet early adopted
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2019
reporting periods and have not been early adopted by the company. The company’s assessment of the impact of these
new standards and interpretations is set out below:
AASB 16 Leases
AASB 16 was issued in February 2016. It will result in almost all leases being recognised on the balance sheet, as the
distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased
item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.
The accounting for lessors will not significantly change.
The new standard will have limited impacts on the financial statements when applied to future periods, as the Group
currently has no significant off-balance sheet lease commitments. The standard is mandatory for first interim periods
within annual reporting periods beginning on or after 1 January 2019. The Group does not intend to adopt the standard
before its effective date.
Please see note 24 for details of the Group’s operating lease commitments.
43
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyThere are no other standards and interpretations that are not yet effective and that are expected to have a material impact
on the Group in the current or future reporting periods and on foreseeable future transactions.
(v) Parent entity financial information
The financial information for the parent entity, Immutep Limited, disclosed in note 31 has been prepared on the same basis
as the consolidated financial statements, except as set out below.
(i) Investments in subsidiaries
Investments in subsidiaries are accounted for at cost in the financial statements of Immutep Limited.
(ii) Tax consolidation legislation
Immutep Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation.
The head entity, Immutep Limited, 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 standalone taxpayer in its own right.
The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate for
any current tax payable assumed and are compensated by the head entity for any current tax receivable and deferred tax
assets relating to unused tax losses or unused tax credits that are transferred to the head entity under the tax consolidation
legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’
financial statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head
entity, which is issued as soon as practicable after the end of each financial year. The head entity may also require payment
of interim funding amounts to assist with its obligations to pay tax instalments. Assets or liabilities arising under tax funding
agreements with the tax consolidated entities are recognised as current 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.
(iii) Share-based payments
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the group
is treated as a capital contribution to that subsidiary undertaking. The fair value of employee services received, measured
by reference to the grant date fair value, is recognised over the vesting period as an increase to investment in subsidiary
undertakings, with a corresponding credit to equity.
NOTE 2 FINANCIAL RISK MANAGEMENT
The group’s activities expose it to a variety of financial risks: market risk (including currency risk), credit risk and liquidity
risk. The group’s overall risk management program focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the financial performance of the group.
The group may use derivative financial instruments such as foreign exchange contracts to hedge certain risk exposures.
Derivatives are exclusively used for hedging purposes, i.e. not as trading or other speculative instruments. The group
hedges its foreign exchange risk exposure arising from future commercial transactions and recognised assets and liabilities
using forward contracts or natural hedging. The group uses different methods to measure different types of risk to which it
is exposed. These methods include sensitivity analysis and cash flow forecasting in the case of foreign exchange and aging
analysis for credit risk.
Risk management is carried out by senior management under policies approved by the board of directors. Management
identifies, evaluates and hedges financial risks in close co-operation with the group’s operating units. The board provides
the principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk,
interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment
of excess liquidity.
44
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(a) Market risk
Foreign exchange risk
The group operates internationally and is exposed to foreign exchange risk arising from various currency exposures,
primarily with respect to the US dollar and Euro.
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a
currency that is not the entity’s functional currency. The risk is measured using sensitivity analysis and cash flow forecasting.
Management has set up a policy to manage the Company’s exchange risk within the group companies. The group may
hedge its foreign exchange risk exposure arising from future commercial transactions and recognised assets and liabilities
using forward contracts or natural hedging.
The group considers using forward exchange contracts to cover anticipated cash flows in USD and Euro periodically.
This policy is reviewed regularly by directors from time to time. There were no outstanding foreign exchange contracts
as at 30 June 2019 and 30 June 2018.
The group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:
Cash in bank
Trade and other receivables
Trade and other payables
30 June 2019
30 June 2018
USD
EUR
USD
EUR
10,023,299
1,556,444
7,788,802
2,163,426
85,555
3,740,827
-
2,541,056
(921,843)
(1,267,647)
(1,226,364)
(315,485)
Sensitivity
Based on the financial assets and liabilities held at 30 June 2019, had the Australian dollar weakened/ strengthened by 10%
against the US dollar with all other variables held constant, the group’s post-tax loss for the year would have been $918,701
lower/$918,701 higher (2018 – $656,244 lower/$656,244 higher)
Based on the financial instruments held at 30 June 2019, had the Australian dollar weakened/ strengthened by 10% against
the Euro with all other variables held constant, the group’s post-tax loss for the year would have been $402,962 lower/
$402,962 higher (2018 – $438,900 lower/$438,900 higher), mainly as a result of foreign exchange gains/losses on trans-
lation of Euro denominated financial instruments.
Any changes in post-tax loss will have an equivalent change to equity.
The US warrants financial liability will be equity-based settled upon exercise of the US warrants. However, as the exercise
will be done with an exercise price in US dollars, there is a foreign exchange risk due to the subsequent translation to
Australian dollars.
Currently the group’s exposure to other foreign exchange movements is not material.
(b) Credit risk
Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments
and deposits with banks. For banks, only independently rated parties with a minimum rating of ‘A’ according to ratings
agencies are accepted.
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external
credit ratings:
Cash at bank and short-term bank deposits
Minimum rating of A
30 June 2019
30 June 2018
$
$
16,567,982
23,475,521
45
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash to meet obligations when due. At the end of the
reporting period the group held deposits at call of $16,567,982 (2018 – $23,475,521) that are expected to readily generate
cash inflows for managing liquidity risk.
Management monitors rolling forecasts of the group’s liquidity reserve cash and cash equivalents (Note 7) on the basis of
expected cash flows. In addition, the group’s liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these.
As outlined in Note 3, the Company’s monitoring of its cash requirements extends to the consideration of potential capital
raising strategies and an active involvement with its institutional and retail investor base.
Maturities of financial liabilities
The tables below analyse the group’s financial liabilities into relevant maturity groupings based on their contractual
maturities for:
(a) all non-derivative financial liabilities, and
(b) net and gross settled derivative financial instruments for which the contractual maturities are essential for an
understanding of the timing of the cash flows.
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal
their carrying balances as the impact of discounting is not significant.
Contractual maturities of financial liabilities
Less than 12
months
> 5 years
Total contractual
cash flows
Carrying Amount
At 30 June 2019
Non-Derivatives
Trade and other payables
Convertible note liability (refer note 15)
$
$
$
$
5,060,368
-
-
17,876,076
5,060,368
17,876,076
5,060,368
17,876,076
22,936,444
5,060,368
7,642,707
12,703,075
Contractual maturities of financial liabilities
Less than 12
months
> 5 years
Total contractual
cash flows
Carrying Amount
At 30 June 2018
Non-Derivatives
Trade and other payables
Convertible note liability (refer note 15)
(d) Fair value measurements
$
$
$
$
3,663,849
-
-
17,876,076
3,663,849
17,876,076
3,663,849
17,876,076
21,539,925
3,663,849
6,645,832
10,309,681
The following table presents the group’s financial assets and financial liabilities measured and recognised at fair value at
30 June 2019 and 30 June 2018 on a recurring basis:
At 30 June 2019
Liabilities
Convertible note liability
Warrant liability
Total liabilities
46
Level 1
Level 2
Level 3
$
$
$
Total
$
-
-
-
-
7,642,707
7,642,707
3,164,413
-
3,164,413
3,164,413
7,642,707
10,807,120
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyAt 30 June 2018
Liabilities
Convertible note liability
Warrant liability
Total liabilities
Level 1
Level 2
Level 3
$
$
$
Total
$
-
-
-
-
6,645,832
6,645,832
2,945,358
-
2,945,358
2,945,358
6,645,832
9,591,190
(i) Valuation techniques used to determine fair values
Level 1: The fair value of financial instruments trade in active markets (such as publicly traded derivatives, and trading and
available-for-sale securities) is based on quoted (unadjusted) market prices at the end of the reporting period. The quoted
market price used for financial assets held by the group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market (for example over-the-counter deriv-
atives) is determined using valuation techniques. These valuation techniques maximise the use of observable market data
where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted equity securities.
Specific valuation techniques used to value financial instruments include:
• The use of quoted market prices or dealer quotes for similar instruments
•
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based
on observable yield curves
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date
The fair value of the remaining financial instruments is determined using discounted cash flow analysis
•
•
(ii) Fair value measurements using value techniques
• There are no financial instruments as at 30 June 2019 under Level 1.
• Level 2 financial instruments consist of warrant liabilities. Refer to Note 14 for details of fair value measurement.
• Level 3 financial instruments consist of convertible notes. Refer to Note 15 for details of fair value measurement.
(iii) Valuation inputs and relationships to fair value
For US warrant valuation inputs under Level 2, please refer to Note 14.
The following table summarises the quantitative information about the significant inputs used in level 3 fair value
measurements:
Description
Fair value at 30 June 2019
$
Unobservable inputs
Range of inputs
Convertible note
7,642,707 Face value
Interest rate of note
Risk adjusted interest rate
13,750,828
3%
15%
(iv) Valuation process
The convertible note was valued using a discounted cashflow model.
47
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
NOTE 3 CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under
the circumstances.
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 within the next financial year are discussed below.
Research and Development tax grant
Research and development grant income is estimated based on an assessment of qualifying research and development
expenditure in each tax jurisdiction. There is some judgement required in assessing the quantum of grant income to
recognise due to the complexity of the legislation in each tax jurisdiction.
Development
The consolidated entity has expensed all internal development expenditure incurred during the year as the costs relate to
the initial expenditure for development of biopharmaceutical products and the generation of future economic benefits is not
considered probable given the current stage of development. It was considered appropriate to expense the development
costs as they did not meet the criteria to be capitalised under AASB 138 Intangible Assets.
Liquidity
The Group has experienced significant recurring operating losses and negative cash flows from operating activities since its
inception. As at 30 June 2019, the Group holds cash and cash equivalents of $16,567,982 (2018: $23,475,521). Subsequent
to the financial year end, the company also raised additional share capital of approximately $10 million (see note 27).
In line with the Company’s financial risk management, the directors have carefully assessed the financial and operating
implications of the above matters, including the expected cash outflows of ongoing research and development activities of
the Group over the next 12 months. Based on this consideration, the directors are of the view that the Group will be able to
pay its debts as and when they fall due for at least 12 months following the date of these financial statements and that it is
appropriate for the financial statements to be prepared on a going concern basis.
Monitoring and addressing the ongoing cash requirements of the Group is a key focus of the directors. This involves
consideration of alternative future capital raising initiatives and an active engagement with potential retail and institutional
investors alike.
Amortisation of intellectual property
Costs incurred in acquiring intellectual property are capitalised and amortised on a straight line basis over a period not ex-
ceeding the life of the patents. Where a patent has not been formally granted, the company estimates the life of the granted
patent in accordance with the provisional application.
Costs include only those costs directly attributable to the acquisition of the intellectual property. An asset’s carrying amount
is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recover-
able amount. Refer to note 1(h).
NOTE 4 SEGMENT REPORTING
Identification of reportable operating segments
Operating segments are reported in a manner consistent with internal reports which are reviewed and used by Management
and the Board of Directors, who is identified as the Chief Operating Decision Maker (‘CODM’). The Group operates in one
operating segment, being Cancer Immunotherapy.
48
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
Operating segment information
30 June 2019
Revenue
License revenue
Other Income
Research material sales
Grant income
Net gain on fair value movement of warrants
Net gain on foreign exchange
Interest income
Total revenue and other income
Result
Segment result
Profit/(loss) before income tax expense
Income tax expense
Loss after income tax expense
Total segment assets
Total segment liabilities
30 June 2018
Revenue
License revenue
Other Income
Research material sales
Grant income
Net gain on foreign exchange
Interest income
Total revenue and other income
Result
Segment result
Profit/(loss) before income tax expense
Income tax expense
Loss after income tax expense
Total segment assets
Total segment liabilities
Cancer
Immunotherapy
Unallocated
Consolidated
$
$
$
139,782
1,155,065
4,342,364
-
-
-
-
-
-
961,176
493,736
397,281
139,782
1,155,065
4,342,364
961,176
493,736
397,281
5,637,211
1,852,193
7,489,404
Cancer Immuno-
therapy
Unallocated
$
$
(20,196,177)
(20,196,177)
-
(20,196,177)
40,541,499
16,153,783
2,630,484
1,008,678
3,214,441
-
-
6,853,603
1,852,193
(18,343,984)
1,852,193
(18,343,984)
-
-
1,852,193
(18,343,984)
-
-
-
-
-
40,541,499
16,153,783
Consolidated
$
2,630,484
1,008,678
3,214,441
322,518
177,186
7,353,307
322,518
177,186
499,704
(13,054,065)
(13,054,065)
309,721
(12,744,344)
309,721
(12,744,344)
46,998,783
13,476,856
(1,676)
(12,746,020)
46,998,783
13,476,856
-
-
49
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyNOTE 5 EXPENSES
Loss before income tax includes the following specific expenses:
Research & development and intellectual property
Research and development
Intellectual property management
Total research & development and intellectual property
Corporate administrative expenses
Auditor’s remuneration
Directors fees and employee expenses
Employee share-based payment expenses
US warrants transaction costs
Other administrative expenses
Total corporate administrative expenses
Depreciation
Plant and equipment
Computer
Furniture and fittings
Total depreciation
Amortisation
Patents
Intellectual property
Total amortisation
Total depreciation and amortisation
Consolidated
30 June 2019
30 June 2018
$
$
15,756,727
834,474
16,591,201
297,028
1,578,583
1,581,987
236,887
2,671,676
6,366,161
4,024
10,206
1,269
15,499
-
1,863,652
1,863,652
1,879,151
8,972,321
1,017,509
9,989,830
258,570
1,703,671
2,263,843
493,487
2,522,490
7,242,061
1,917
7,814
893
10,624
-
1,798,305
1,798,305
1,808,929
Net change in fair value of convertible note liability
996,875
866,848
Net change in fair value of warrants
(961,176)
189,983
50
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyNOTE 6 INCOME TAX EXPENSE
Current tax
Current tax on results for the year
Total current tax expense
Deferred income tax
(Decrease)/Increase in deferred tax assets
Increase/(Decrease) in deferred tax liabilities
Total deferred tax benefit
Income tax expense
Consolidated
30 June 2019
30 June 2018
$
$
-
-
342,349
(342,349)
-
-
1,676
1,676
(103,660)
103,660
-
1,676
Consolidated
30 June 2019
30 June 2018
$
$
Numerical reconciliation of income tax expense to prima facie tax expense
Loss before income tax expense
Tax at the Australian tax rate of 27.5% (2018: 27.5%)
(18,343,984)
(5,044,596)
(12,744,344)
(3,504,695)
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Non-deductible share based payments
Other non-deductible expenses
Non-assessable income
Capital listing fee
Difference in overseas tax rates*
Net adjustment to deferred tax assets and liabilities
for tax losses and temporary differences not recognised
Income tax (benefit)/expense**
435,046
3,771,771
(1,445,111)
(99,976)
2,040,517
(342,349)
807,896
2,962,323
(883,971)
(79,152)
828,289
130,690
342,349
-
(129,014)
1,676
*Difference in overseas tax rate is largely as a result of the corporate income tax rate of 15% applicable to the Immutep subsidiary in France for the tax year before
31 December 2018 and 10% applicable for the tax year after 1 January 2019.
**Income tax expense relates to tax payable in the United States the prior year.
Deferred tax assets for tax losses not recognised comprises:
Carried forward tax losses benefit
Total deferred tax asset for tax losses not recognised
Consolidated
30 June 2019
30 June 2018
$
$
35,493,421
35,493,421
33,754,731
33,754,731
The above potential tax benefit for tax losses has not been recognised in the consolidated balance sheet as the recovery of
this benefit is not probable.There is no expiration date for the tax losses carried forward. The estimated amount of cumula-
tive tax losses at 30 June 2019 was $142,688,221 (2018:$ 126,743,409). Utilisation of these tax losses is dependent on the
parent entity and its subsidiaries satisfying certain tests at the time the losses are recouped.
51
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyNOTE 7 CURRENT ASSETS – CASH AND CASH EQUIVALENTS
Cash on hand
Cash at bank
Cash on deposit
Consolidated
30 June 2019
30 June 2018
$
$
360
3,735,995
12,831,627
16,567,982
422
5,932,433
17,542,666
23,475,521
The above cash and cash equivalent are held in AUD, USD, and Euro. The interest rates on these deposits range from
0% to 2.44% in 2019 (0% to 2.73% in 2018).
NOTE 8 CURRENT RECEIVABLES
GST receivable
Accounts receivables and R&D grants receivable
Consolidated
30 June 2019
30 June 2018
$
$
267,703
4,926,423
5,194,126
170,926
3,261,068
3,431,994
Due to the short-term nature of these receivables, the carrying value is assumed to be their fair value at 30 June 2019.
No receivables were impaired or past due.
NOTE 9 OTHER CURRENT ASSETS
Prepayments*
Security deposit
Accrued interest
Consolidated
30 June 2019
30 June 2018
$
$
1,685,659
57,164
36,893
1,779,716
1,646,579
38,843
50,242
1,735,664
*Prepayments are largely in relation to prepaid insurance and deposits paid to organisations involved in the clinical trials.
52
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyNOTE 10 NON-CURRENT ASSETS – PLANT AND EQUIPMENT
Plant and
Equipment
Computers
Furniture and
fittings
$
$
$
Total
$
At 30 June 2017
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2018
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2018
Cost or fair value
Accumulated depreciation
Net book amount
Year ended 30 June 2019
Opening net book amount
Exchange differences
Additions
Disposals
Depreciation charge
Closing net book amount
At 30 June 2019
Cost or fair value
Accumulated depreciation
Net book amount
510,188
(498,948)
11,240
48,919
(37,167)
11,752
11,240
638
1,312
-
(1,917)
11,273
524,746
(513,473)
11,273
11,273
353
17,027
-
(4,024)
24,629
548,380
(523,751)
24,629
11,752
314
10,581
-
(7,814)
14,833
61,585
(46,752)
14,833
14,833
226
11,051
-
(10,206)
15,904
73,966
(58,062)
15,904
8,030
(6,820)
1,210
1,210
26
-
-
(893)
343
8,475
(8,132)
343
343
(13)
13,356
-
(1,269)
12,417
22,049
(9,632)
12,417
567,137
(542,935)
24,202
24,202
978
11,893
-
(10,624)
26,449
594,806
(568,357)
26,449
26,449
566
41,434
-
(15,499)
52,950
644,395
(591,445)
52,950
53
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyNOTE 11 NON-CURRENT ASSETS – INTANGIBLES
Patents
Intellectual
Property
Goodwill
$
$
$
Total
$
At 30 June 2017
Cost or fair value
Accumulated amortisation
Net book amount
Year ended 30 June 2018
Opening net book amount
Exchange differences
Amortisation charge
Closing net book amount
At 30 June 2018
Cost or fair value
Accumulated amortisation
Net book amount
Year ended 30 June 2019
Opening net book amount
Exchange differences
Amortisation charge
Closing net book amount
At 30 June 2019
Cost or fair value
Accumulated amortisation
Net book amount
1,915,671
23,343,253
109,962
(1,915,671)
(4,432,879)
-
-
-
-
-
-
18,910,374
109,962
18,910,374
1,107,124
(1,798,305)
109,962
-
-
18,219,193
109,962
1,915,671
24,786,169
109,962
(1,915,671)
(6,566,976)
-
18,219,193
109,962
25,368,886
(6,348,550)
19,020,336
19,020,336
1,107,124
(1,798,305)
18,329,155
26,811,802
(8,482,647)
18,329,155
-
-
-
-
-
18,219,193
109,962
18,329,155
481,222
(1,863,652)
-
-
16,836,763
109,962
481,222
(1,863,652)
16,946,725
1,915,671
25,480,543
109,962
27,506,176
(1,915,671)
(8,643,780)
-
(10,559,451)
-
16,836,763
109,962
16,946,725
Amortisation methods and useful lives
The group amortises intangible assets with a limited useful life using the straight-line method over the following periods:
•
•
Patents, trademark and licenses – 13-21 years
Intellectual property assets – 13-14 years
54
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyNOTE 12 DEFERRED TAX BALANCES
(i) Deferred tax assets
The balance comprises temporary differences attributable to:
Tax losses
Total deferred tax assets
Set-off of deferred tax liabilities pursuant to set-off provisions
Net deferred tax assets
(ii) Deferred tax liabilities
The balance comprises temporary differences attributable to:
Consolidated
30 June 2019
30 June 2018
$
$
2,075,951
2,075,951
(2,075,951)
-
2,732,866
2,732,866
(2,732,866)
-
Consolidated
30 June 2019
30 June 2018
$
$
Intangible assets
Total deferred tax liabilities
Set-off of deferred tax liabilities pursuant to set-off provisions
Net deferred tax liabilities
(iii) Movements in deferred tax balances
2,075,951
2,075,951
(2,075,951)
-
Movements
At 30 June 2018
(Charged)/credited to profit or loss
At 30 June 2019
Tax losses
Intangible Assets
$
$
Total
$
2,732,866
(656,915)
2,075,951
(2,732,866)
656,915
(2,075,951)
NOTE 13 CURRENT LIABILITIES – TRADE AND OTHER PAYABLES
2,732,866
2,732,866
(2,732,866)
-
-
-
-
Trade payables
Other payables and accruals
Consolidated
30 June 2019
30 June 2018
$
$
2,557,273
2,503,095
5,060,368
1,615,381
2,048,468
3,663,849
55
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyNOTE 14 NON-CURRENT LIABILITIES – US WARRANT LIABILITY
Opening balance
July 2017 warrants fair value at issue date
Exercising of warrants*
December 2018 warrants fair value at issue date
Fair value movements
Closing balance
30 June 2019
30 June 2018
$
$
2,945,358
-
-
2,755,375
(1,277,028)
2,457,259
(961,176)
3,164,413
-
-
189,983
2,945,358
*In September and October 2018, US investors exercised 419,733 warrants at an exercise price of US$ 2.50 each. Immutep received US$1.05 million (A$1.46 million)
cash payment in total.
In July 2017, the Company completed its first US capital raise after it entered into a securities purchase agreement with certain accredited investors for the company to
issue American Depositary Shares (ADSs) and Warrants of the Company for cash consideration totaling $6,561,765. In this private placement, the Company agreed to
issue unregistered warrants to purchase up to 1,973,451 of its ADSs. The warrants have an exercise price of US$2.50 per ADS, are exercisable immediately and will
expire on 5 January 2023. The warrants do not confer any rights to dividends or a right to participate in a new issue without exercising the warrant.
In December 2018, the Company completed its second US capital raise after it entered into a securities purchase agreement with certain accredited investors to pur-
chase American Depositary Shares (ADSs) and Warrants of the Company for cash consideration totaling $7,328,509. In this private placement, the Company agreed to
issue unregistered warrants to purchase up to 2,080,000 of its ADSs. The warrants have an exercise price of US$2.50 per ADS. The Warrant may be exercised in whole
or in part at any time or times up until the Warrant Expiry Date, being 12 February 2022. The warrants do not confer any rights to dividends or a right to participate in a
new issue without exercising the warrant.
Both US warrant issues represent a written option to exchange a fixed number of the Group’s own equity instruments for a fixed amount of cash that is denominated in
a foreign currency (US dollars) and is thus classified as a derivative financial liability in accordance with AASB 132. The US warrants liability is initially recorded at fair
value at issue date and subsequently measured at fair value through profit and loss at each reporting date. Capital raising costs have been allocated proportionately
between issued capital and the US warrant issues in accordance with their relative fair values.
Fair value of warrants
The warrants granted are not traded in an active market and the fair value has thus been estimated by using the Black-
Scholes pricing model based on the following assumptions. Key terms of the warrants are included above. The following
assumptions were based on observable market conditions that existed at the issue date and at 30 June 2019:
December 2018 warrants
Assumption
At issue date
At 30 June 2019
Rationale
Historic volatility
Exercise price
Share price
Risk-free
interest rate
59.95%
US$2.50
US$2.21
2.68%
62.74%
US$2.50
US$1.82
1.710%
Based on 12-month historical volatility data for the Company
As per subscription agreement
Closing share price on valuation date from external market source
Based on the US Government securities yields which match
the term of the warrant
Dividend yield
0.0%
0.0%
Based on the Company’s nil dividend history
Fair value
per warrant
Fair value
US$0.8474
A$1.1814
A$2,457,259
US$0.5598
A$0.7982
Determined using Black-Scholes models with the inputs above
A$1,660,322
Fair value of 2,080,000 warrants as at issue date and 30 June 2019
56
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyJuly 2017 warrants
Assumption
At issue date
At 30 June 2019
Rationale
Historic volatility
Exercise price
Share price
Risk-free
interest rate
Dividend yield
Fair value per
warrant
Fair value
58.0%
US$2.50
US$2.17
1.930%
0.0%
US$1.0716
A$1.3962
A$2,755,375
62.74%
US$2.50
US$1.82
1.710%
Based on 12-month historical volatility data for the Company
As per subscription agreement
Closing share price on valuation date from external market source
Based on the US Government securities yields which match
the term of the warrant
0.0%
Based on the Company’s nil dividend history
US$0.6789
A$0.9681
A$1,504,091
Determined using Black-Scholes models with the inputs above
Fair value of 1,973,451 warrants as at issue date and fair value
of 1,553,718 warrants at 30 June 2019
NOTE 15 NON CURRENT LIABILITIES – CONVERTIBLE NOTE
Convertible note at fair value at beginning of reporting period
Net change in fair value
Convertible note at fair value at end of reporting period
Consolidated
30 June 2019
30 June 2018
$
$
6,645,832
996,875
7,642,707
5,778,984
866,848
6,645,832
On 11 May 2015, the Company entered into a subscription agreement with Ridgeback Capital Investments (Ridgeback) to
invest in Convertible Notes and Warrants of the Company for cash consideration totalling $13,750,828, which was subject
to shareholder approval at an Extraordinary General Meeting. Shareholder approval was received on 31 July 2015.
The 13,750,828 Convertible Notes issued have a face value of $1.00 per note which are exercisable at a price of approxi-
mately $0.02 per share, mature on 4 August 2025 and accrue interest at a rate of 3% per annum which may also be
converted into shares. Conversions may occur during the period (i) at least 3 months after the Issue Date and (ii) at least
15 business days prior to the maturity date into 50 ordinary shares of the Company per note (subject to customary
adjustments for rights or bonus issues, off market buybacks, issues at less than current market price, share purchase
plan, dividend reinvestment plan at a discount, return of capital or dividend or other adjustment). If a change of control
event, delisting event or event of default has occurred, Ridgeback may elect to convert the notes into shares or repayment
of principal and interest. The Convertible Notes rank at least equal with all present and future unsubordinated and
unsecured debt obligations of the Company and contain customary negative pledges regarding financial indebtedness,
dividend payments, related party transaction and others.
8,475,995 Warrants were granted to Ridgeback which are exercisable at a price of $0.025 per share on or before 4 August
2025. 371,445,231 Warrants were granted to Ridgeback which are exercisable at a price of $0.0237 per share on or before
4 August 2020. All warrants may be settled on a gross or net basis and the number of warrants or exercise price may be
adjusted for a pro rata issue of shares, a bonus issue or capital reorganisation. The Warrants do not confer any rights to
dividends or a right to participate in a new issue without exercising the warrant.
57
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyFair value of convertible notes
The following assumptions were used to determine the initial fair value of the debt component of the convertible note which
were based on market conditions that existed at the grant date:
Assumption
Historic volatility
Share price
Risk free interest rate
Risk adjusted interest rate
Dividend yield
Risk free rate
Convertible notes
Rationale
85.0%
$0.051
2.734%
15.0%
0.0%
2.734%
Based on the Company’s historical volatility data
Closing market share price on 31 July 2015
Based on Australian Government securities yields which match the term
of the convertible note
An estimate of the expected interest rate of a similar non-convertible note
issued by the company
Based on the Company’s nil dividend history
Based on 10 year Australian Government securities yield
The fair value of the convertible note was allocated between a financial liability for the traditional note component of
the convertible note and into equity which represents the conversion feature. The traditional note component of the
convertible note was initially recorded at fair value of $4.4m, based on the present value of the contractual cash flows
of the note discounted at 15%. After initial recognition, the liability component of the convertible note has been measured
at fair value as required by AASB 2. The remaining value of the convertible note was allocated to the conversion feature
and recognised as equity.
Fair value at issuance
Fair value movements
Balance at 30 June 2019
Note – Liability
$
Conversion feature –
Equity $
4,419,531
3,223,176
7,642,707
41,431,774
-
41,431,774
NOTE 16 CURRENT LIABILITIES – EMPLOYEE BENEFITS
Consolidated
30 June 2019
30 June 2018
$
$
Annual leave
238,570
189,514
The current provision for employee benefits is in relation to accrued annual leave and covers all unconditional entitlements
where employees have completed the required period of service. The entire amount of the provision is presented as current,
since the group does not have an unconditional right to defer settlement for any of these obligations.
NOTE 17 NON-CURRENT LIABILITIES – EMPLOYEE BENEFITS
Consolidated
30 June 2019
30 June 2018
$
$
Long service leave
47,725
32,303
58
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
NOTE 18 EQUITY – CONTRIBUTED
Fully paid ordinary shares
Options over ordinary shares – listed
18(a)
Consolidated
30 June 2019
30 June 2018
$
211,429,637
9,661,954
221,091,591
$
203,570,765
9,661,954
213,232,719
(a) Ordinary shares
At the beginning of reporting period
Shares issued during year
Exercise of options and warrants
(Shares issued during the year)
Exercise of warrants (Shares issued during the year)
Transaction costs relating to share issues
At reporting date
(b) Shares issued
2019 Details
Note
30 June 2019
30 June 2018
No.
$
No.
$
3,026,082,669
203,570,765
2,079,742,938
185,690,589
18(b)
260,000,000
4,871,250
889,880,270
16,968,200
18(b)
18(b)
60,542,327
1,480,488
56,459,461
1,737,497
41,973,300
2,043,359
-
(536,225)
-
-
-
(825,521)
3,388,598,296
211,429,637
3,026,082,669
203,570,765
Number
Issue Price
$
Total
$
Shares issued under Securities Purchase Agreement
Performance rights exercised (transfer from share-
based payment reserve)
Share placement
Exercise of warrants
260,000,000
60,542,327
41,973,300
362,515,627
2018 Details
Number
Issue Price
$
Shares issued under Securities Purchase Agreement
Performance rights exercised
(transfer from share-based payment reserve)
Share placement
Shares issued under Securities Purchase Agreement
263,126,800
56,459,461
326,192,381
300,561,089
946,339,731
0.019
0.024
0.049
0.01
0.03
0.021
0.021
4,871,250
1,480,488
2,043,359
8,395,097
Total
$
3,806,390
1,737,497
6,850,040
6,311,770
18,705,697
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in
proportion to the number of and amounts paid on the shares held.
The fully paid ordinary shares have no par value and the company does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
59
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyOptions
Information relating to the Company’s Global Employee Share Option Plan, including details of options issued, exercised
and lapsed during the financial year and options outstanding at the end of the reporting period, is set out in note 30.
Unlisted options
Expiration Date
4 August 2020
30 October 2020
7 March 2021
4 August 2025
5 January 2023
12 February 2022
Total
Exercise Price
$0.0237
$0.057
$0.040
$0.025
USD 0.025
USD 0.025
Number
371,445,231
793,103
1,026,272
8,475,995
155,371,800*
208,000,000*
745,112,401
* 1 American Depository Shares (ADS) listed on NASDAQ equals 100 ordinary shares listed on ASX thus the number of warrants on issue has been grossed up and the
exercise price adjusted accordingly in the above table to be comparable.
Share buy-back
There is no current on-market share buy-back.
Capital risk management
The consolidated entity’s objectives when managing capital are to safeguard its ability to continue as a going concern, so
that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The consolidated entity would look to raise capital when an opportunity to invest in a business or company was seen as
value adding relative to the current parent entity’s share price at the time of the investment. The consolidated entity is not
actively pursuing additional investments in the short term as it continues to integrate and grow its existing businesses in
order to maximise synergies.
60
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
NOTE 19 EQUITY – RESERVES AND RETAINED EARNINGS
(a) Reserves
Options issued reserve
Conversion feature of convertible note reserve
Foreign currency translation reserve
Share-based payments reserve
Movements in options issued reserve were as follows:
Opening balance and closing balance
Movements in conversion feature of convertible note reserve
Consolidated
30 June 2019
30 June 2018
$
$
19,116,205
41,431,774
1,654,783
3,331,192
65,533,954
19,116,205
41,431,774
1,096,368
3,229,693
64,874,040
19,116,205
19,116,205
Opening balance and closing balance
41,431,774
41,431,774
Movements in foreign currency translation reserve were as follows:
Opening balance
Currency translation differences arising during the year
Ending balance
Movements in share-based payments reserve were as follows:
Opening balance
Options and performance rights expensed during the year
Exercise of vested performance rights transferred to contributed equity
Ending balance
(b) Accumulated losses
Movements in accumulated losses were as follows:
Opening balance
Net loss for the year
Exercise of warrants
Ending balance
1,096,368
558,415
1,654,783
3,229,693
1,581,987
(1,480,488)
3,331,192
(232,751)
1,329,119
1,096,368
2,703,347
2,263,843
(1,737,497)
3,229,693
Consolidated
30 June 2019
30 June 2018
$
$
(244,584,832)
(231,838,812)
(18,343,984)
(12,746,020)
690,987
-
(262,237,829)
(244,584,832)
61
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(c) Nature and purpose of reserves
(i) Options issued reserve
On 4 August 2015 warrants were granted to Ridgeback Capital Investments. 8,475,995 Warrants were granted which
are exercisable at a price of $0.025 per share on or before 4 August 2025. 371,445,231 Warrants were granted which are
exercisable at a price of $0.0237 per share on or before 4 August 2020. All warrants may be settled on a gross or net basis
and the number of warrants or exercise price may be adjusted for a pro rata issue of shares, a bonus issue or capital
reorganisation. The Warrants do not confer any rights to dividends or a right to participate in a new issue without exercising
the warrant. For further information, refer to note 15.
In December 2014, the Company issued 200,000,000 warrants at an exercise price of $0.05019 to the vendors of Immutep
S.A. The warrants issued to the vendors of Immutep S.A expired on 12 December 2018. Each warrant was exercisable for
one ordinary share in the capital of the Company. For the year ended 30 June 2019 and 2018 no warrants were exercised
by vendors of Immutep S.A., 52,371,500 warrants were previously exercised by the vendors of Immutep S.A.
(ii) Conversion feature of convertible note reserve
This amount relates to the conversion feature of the convertible note issued to Ridgeback Capital Investments which has
been measured at fair value at the time of issue as required by AASB 2.
(iii) Foreign currency translation reserve
Exchange differences arising on translation of the foreign controlled entities are recognised in other comprehensive income
as described in note 1(d) and accumulated in a separate reserve within equity. The cumulative amount is reclassified to
profit or loss when the net investment is disposed of.
(iv) Share-based payments reserve
The share-based payments reserve is used to recognise the grant date fair value of options and performance rights issued
to employees and other parties but not exercised. For a reconciliation of movements in the share-based payment reserves
refer to note 30.
NOTE 20 EQUITY - DIVIDENDS
There were no dividends paid or declared during the current or previous financial year.
NOTE 21 KEY MANAGEMENT PERSONNEL DISCLOSURES
(a) Directors and key management personnel compensation
Short-term employee benefits
Long-term employee benefits
Post-employment benefits
Share-based payments
Consolidated
30 June 2019
30 June 2018
$
$
1,588,899
11,115
33,458
789,633
2,423,105
1,521,119
11,429
36,370
1,740,238
3,309,156
Further remuneration disclosures are set out in the audited Remuneration Report within the Directors’ Report on
pages 16 to 25.
62
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
(b) Equity instrument disclosures relating to key management personnel
(i) Options provided as remuneration and shares issued on exercise of such options
Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and
conditions of the options, can be found in the remuneration report on pages 16 to 25.
(ii) Shareholding
The numbers of shares in the Company held during the financial year by each director of the Company and other key
management personnel of the group, including their personally related parties, are set out below. There were no shares
granted during the reporting period as compensation.
2019
Ordinary shares
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
Mr Grant Chamberlain
Ms Deanne Miller
Dr Frédéric Triebel
Total ordinary shares
Total ADR
Balance at
start of the
year
Received during the
year on exercise of
performance rights
Received during the
year on the exercise
of options
Other chang-
es during the
year
Balance at
end of the
year
Number
Number
Number
Number
Number
-
9,534,837
41,605,293
45*
-
19,768,418
32,464,375
103,372,923
45
2,500,000
2,736,367
16,666,667
-
4,739,293
8,333,333
11,666,667
46,642,327
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,500,000
12,271,204
58,271,960
45
4,739,293
(4,957,550)
23,144,201
-
44,131,042
(4,957,550)
145,057,700
-
45
* American Depository Receipts (ADR) traded on the NASDAQ
(iii) Option holdings
The number of options over ordinary shares in the parent entity held during the financial year by each director of the
parent entity and other members of key management personnel of the consolidated entity, including their personally
related parties, is set out below:
2019
Options over ordinary shares
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
Mr Grant Chamberlain
Ms Deanne Miller
Dr Frédéric Triebel1
Balance at
start of the
year
Granted
Exer-
cised
Other
Changes1
Balance at
end of the
year
Vested and
exercisable
Unvested
Number
Number
Number
Number
Number
Number
Number
-
-
-
-
-
24,000,600
24,000,600
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(24,000,600)
(24,000,600)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1 This amount represents warrants which were issued to Dr Frédéric Triebel upon the acquisition of Immutep. The options lapsed during the year ended 30 June 2019.
63
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(iv) Performance right holdings
The number of performance rights over ordinary shares in the parent entity held during the financial year by each director
of the parent entity and other members of key management personnel of the consolidated entity, including their personally
related parties, is set out below:
Balance at
start of the
year
Granted
Exercised
Other
Changes
Balance at
end of the
year
Vested and
exercisable
Unvested
Number
Number
Number
Number
Number
Number
Number
Mr Grant Chamberlain
13,272,356
Ms Deanne Miller
Dr Frédéric Triebel
20,343,137
23,333,334
8,209,101
45,588,236
-
10,000,000
(2,500,000)
(2,736,367)
-
-
7,500,000
5,472,734
-
-
-
-
-
(16,666,667)
(12,254,903)
16,666,666
(4,739,293)
-
8,533,063
(8,333,333)
(3,676,471)
8,333,333
(11,666,667)
-
11,666,667
110,746,164
10,000,000
(46,642,327)
(15,931,374)
58,172,463
-
-
-
-
-
-
-
7,500,000
5,472,734
16,666,666
8,533,063
8,333,333
11,666,667
58,172,463
2019
Options over
ordinary shares
Dr Russell Howard
Mr Pete Meyers
Mr Marc Voigt
NOTE 22 REMUNERATION OF AUDITORS
During the year the following fees were paid or payable for services provided by the auditor of the
parent entity, its related practices and non-related audit firms.
PricewaterhouseCoopers Australia
Audit or review of the financial report
Other audit and assurance services in relation to regulatory filings overseas
Total remuneration of PricewaterhouseCoopers Australia
Consolidated
30 June 2019
30 June 2018
$
$
274,078
22,950
297,028
258,570
-
258,570
NOTE 23 CONTINGENT LIABILITIES
There were no material contingent liabilities in existence at 30 June 2019 and 30 June 2018.
NOTE 24 COMMITMENTS FOR EXPENDITURE
Lease commitments - operating
Committed at the reporting date but not recognised as liabilities, payable:
Within one year
One to five years
Consolidated
30 June 2019
30 June 2018
$
$
126,148
137,417
263,565
117,562
21,600
139,162
Operating lease commitments includes contracted amounts for leases of premises under non-cancellable operating leases
expiring within three years. On renewal, the terms of the leases are renegotiated.
64
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
NOTE 25 RELATED PARTY TRANSACTIONS
Parent entity
Immutep Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 26.
Key management personnel
Disclosures relating to key management personnel are included in the Remuneration Report and note 21.
Transactions with related parties
The following transaction occurred with related parties:
In addition to Director‘s fees, Consultancy fees for post directorship executive duties
were paid to Barton Place Pty Ltd, a corporation in which Albert Wong has a benefi-
cial interest
-
49,500
Consolidated
30 June 2019
30 June 2018
$
$
Receivable from and payable to related parties
There were no trade receivables from or trade payables due to related parties at the reporting date.
Loans to/from related parties
There were no loans to or from related parties at the reporting date.
NOTE 26 SUBSIDIARIES
The consolidated financial statements incorporate the assets, liabilities and results of the following
subsidiaries in accordance with the accounting policy described in note 1:
Country of
incorporation
Class of
Shares
Equity holding
30 June 2019
30 June 2018
Immutep USA Inc
PRR Middle East FZLLC
Immutep GmbH
Immutep Australia Pty Ltd
Immutep IP Pty Ltd
Immutep S.A.S.
USA
UAE
Germany
Australia
Australia
France
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
%
100
100
100
100
100
100
%
100
100
100
100
100
100
NOTE 27 EVENTS OCCURRING AFTER THE REPORTING DATE
On 9 July 2019, the company announced a capital raising comprised of A$4 million institutional placement and A$6 million
fully underwritten entitlement offer. The company completed the placement on 17 July 2019 and the entitlement offer on
6 August 2019, successfully raising A$10 million.
65
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
NOTE 28 RECONCILIATION OF LOSS AFTER INCOME TAX TO NET CASH USED IN
OPERATING ACTIVITIES
Loss after income tax expense for the year
Adjustments for:
Depreciation and amortisation
Share based payments
Changes in fair value of US investor warrants
US warrants transaction costs
Unrealised gain on exchange through the profit and loss
Net change in fair value of convertible note liability
Change in operating assets and liabilities:
(Increase) in current receivables
(Increase) in other operating assets
Increase in trade and other payables
Increase in employee benefits
Net cash used in operating activities
NOTE 29 EARNINGS PER SHARE
Consolidated
30 June 2019
30 June 2018
$
$
(18,343,984)
(12,746,020)
1,879,151
1,581,987
(961,176)
236,887
(330,951)
996,875
(1,762,132)
(44,052)
1,396,519
64,478
(15,286,398)
1,808,929
2,263,843
189,983
493,487
(401,557)
866,848
(1,237,978)
(247,396)
1,075,067
158,091
(7,776,703)
Consolidated
30 June 2019
30 June 2018
$
$
Loss after income tax attributable to the owners of Immutep Limited
(18,343,984)
(12,746,020)
Weighted average number of ordinary shares used in calculating basic earnings per
share (EPS)
Weighted average number of ordinary shares used in calculating diluted earnings
per share (EPS)
Basic earnings per share
Diluted earnings per share
Number
(Restated)*
Number
3,225,576,280
2,624,714,274
3,225,576,280
2,624,714,274
Cents
(0.57)
(0.57)
(Restated)*
Cents
(0.49)
(0.49)
*The Group updated the 2018 EPS figure reflect the bonus shares issue arising from the capital raising in the financial year ending 30 June 2019.
66
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyInformation concerning other notes and options issued:
The following table summarises the convertible notes, performance rights, listed options and unlisted options that
were not included in the calculation of weighted average number of ordinary shares because they are anti-dilutive for
the periods presented.
Unlisted options
Convertible notes
Performance rights
Non-Executive Director rights
US warrants*
30 June 2019
30 June 2018
Number
381,740,601
826,269,809
49,417,818
21,505,797
363,371,800
Number
529,369,101
797,171,907
108,964,706
21,481,457
197,345,100
*1 American Depository Shares (ADS) listed on NASDAQ equals 100 ordinary shares listed on ASX thus the number of warrants on issue has been grossed up.
NOTE 30 SHARE-BASED PAYMENTS
(a) Executive Incentive Plan (EIP)
Equity incentives are granted under the Executive Incentive Plan (EIP) which was approved by shareholders at the 2015
Annual General Meeting. In light of our increasing operations globally the Board reviewed the Company’s incentive arrange-
ments to ensure that it continued to retain and motivate key executives in a manner that is aligned with members’ interests.
As a result of that review, an ‘umbrella’ EIP was adopted to which eligible executives are invited to apply for the grant of
performance rights and/or options. Equity incentives granted in accordance with the EIP Rules are designed to provide
meaningful remuneration opportunities and will reflect the importance of retaining a world-class management team. The
Company endeavours to achieve simplicity and transparency in remuneration design, whilst also balancing competitive
market practices in France, Germany, and Australia. The company grants Short Term Incentives (STIs) and Long Term
Incentives (LTIs) under the EIP.
Set out below are summarises of all STI and LTI performance rights granted under the EIP excluding the performance rights
issued to non-executive directors:
2019
Grant date
Fair value
Balance at start of
the year
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of the
year
Number
Number
Number
Number
Number
Number
19 September 2014
19 September 2014
14 November 2014
14 November 2014
1 October 2015
1 October 2015
2 August 2017
17 November 2017
28 November 2017
29 November 2017
2 October 2018
0.044
0.044
0.038
0.040
0.060
0.061
0.020
0.024
0.023
0.023
0.047
2,757,353
919,118
9,191,177
3,063,725
600,000
200,000
3,900,000
33,333,333
15,000,000
40,000,000
-
-
-
-
-
-
-
--
-
-
-
-
-
-
-
-
(2,757,353)
(919,118)
(9,191,177)
(3,063,725)
(600,000)
(200,000)
-
-
-
-
-
-
-
16,666,666
5,000,000
20,000,000
7,751,152
-
-
-
-
-
(3,900,000)
(16,666,667)
(10,000,000)
(20,000,000)
-
7,751,152
-
108,964,706
7,751,152
(50,566,667)
(16,731,373)
49,417,818
-
-
-
-
-
-
-
-
-
-
-
-
67
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only
2018
Grant date
Fair value
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance at end
of the year
Vested and
exercisable
at end of the
year
Number
Number
Number
Number
Number
Number
19 September 2014
19 September 2014
14 November 2014
14 November 2014
5 August 2015
1 October 2015
1 October 2015
7 March 2016
10 February 2017
2 August 2017
17 November 2017
28 November 2017
29 November 2017
0.044
0.044
0.038
0.040
0.047
0.060
0.061
0.041
0.035
0.020
0.024
0.023
0.023
2,757,353
919,118
9,191,177
3,063,725
14,000,001
600,000
200,000
1,486,326
1,634,375
-
-
-
-
-
-
-
-
-
-
-
-
-
(14,000,001)
-
-
(1,486,326)
(1,634,375)
-
-
-
-
3,900,000
-
50,000,000
(16,666,667)
15,000,000
-
60,000,000
(20,000,000)
33,852,075
128,900,000
(53,787,369)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,757,353
919,118
9,191,177
3,063,725
-
600,000
200,000
-
-
3,900,000
33,333,333
-
-
-
-
-
-
-
-
-
-
-
15,000,000
5,000,000
40,000,000
-
108,964,706
5,000,000
The fair value at grant date for short term incentive (STI) and long term incentives (LTI) performance rights are determined
using a Black-Scholes option pricing model that takes into account the exercise price, the impact of dilution, the share price
at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate
for the term of the option.
The model inputs for STI performance rights granted during the year ended 30 June 2019 included:
Grant date
Share price at grant date
Expected price volatility of the Company’s shares
Expected dividend yield
Risk-free interest rate
28 September 2018
$0.047
78%
Nil
2.02%
The model inputs for STI performance rights granted during the year ended 30 June 2018 included:
Grant date
Share price at grant date
Expected price volatility of the Company’s shares
Expected dividend yield
Risk-free interest rate
2 August 2017
17 November 2017
28 November 2017
29 November 2017
$0.020
49%
Nil
1.75%
$0.024
73%
Nil
1.79%
$0.023
74%
Nil
1.88%
$0.023
74%
Nil
1.73%
68
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyThere are no outstanding options under EIP at the beginning of the financial year 2019 and no option was granted during
the year ended 30 June 2019.
The table below summarises option movements under the EIP during the year ended 30 June 2018:
2018
Grant date
Expiry date
Exercise
price
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Forfeited
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of
the year
23 December 2013
30 June 2018
24 January 2014
30 June 2018
0.0774
0.0774
Total
Number
Number
Number
Number
Number
Number
1,515,752
165,116
1,680,868
-
-
-
-
-
-
(1,515,752)
(165,116)
(1,680,868)
-
-
-
-
-
-
Fair value of options granted
No options were granted during the year ended 30 June 2019 (2018 – Nil).
(b) Performance rights issued to Non-Executive Directors with shareholders’ approval
At the 2018 annual general meeting, shareholders approved the issue of 10,000,000 performance rights to Dr Russell Howard
in lieu of cash for his services as a Non-Executive Director. When exercisable, each performance right is convertible into
one ordinary share. The weighted average remaining contractual life of performance rights outstanding at the end of the
period was less than 1.0 year.
Set out below are summaries of performance rights granted with shareholders’ approval
2019
Grant date
Type of
performance
right granted
Fair
value
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Lapsed
during
the year
Balance at end
of the year
Vested and
exercisable
at end of
the year
Number
Number
Number
Number
Number
Number
25 November 2016 Director rights
0.038
8,209,101
17 November 2017 Director rights
0.021
13,272,356
-
-
(2,736,367)
(4,739,293)
21 November 2018 Director rights
0.039
-
10,000,000
(2,500,000)
Total
21,481,457
10,000,000
(9,975,660)
-
-
-
-
5,472,734
8,533,063
7,500,000
21,505,797
-
-
-
-
2018
Grant date
Type of
performance
right granted
Fair
value
Balance
at start of
the year
Granted
during the
year
Exercised
during the
year
Lapsed
during the
year
Balance at end
of the year
Vested and
exercis-
able at end
of the year
Number
Number
Number
Number
Number
Number
14 November 2014 Director rights
0.037
857,844
25 November 2016 Director rights
0.038 10,023,350
-
-
(857,844)
(1,814,249)
17 November 2017 Director rights
0.024
-
13,272,356
-
Total
10,881,194
13,272,356 (2,672,093)
-
-
-
-
-
8,209,101
13,272,356
21,481,457
-
-
-
-
69
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyFair value of performance rights granted
The fair value at grant date for the performance rights issued to Non-Executive Directors with shareholders’ approval are
determined using a Black-Scholes option pricing model that takes into account the exercise price, the impact of dilution, the
share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free
interest rate for the term of the option.
The model inputs for STI performance rights granted during the year ended 30 June 2019 included:
Grant date
Share price at grant date
Expected price volatility of the Company’s shares
Expected dividend yield
Risk-free interest rate
The model inputs for STI performance rights granted during the year ended 30 June 2018 included:
Grant date
Share price at grant date
Expected price volatility of the Company’s shares
Expected dividend yield
Risk-free interest rate
(c) Options issued to other parties
16 November 2018
$0.039
76%
Nil
1.96%
17 November 2017
$0.024
73%
Nil
1.79%
During the financial year ended 30 June 2016, options were issued to Ridgeback Capital Investments and Trout Group LLC
and these are eligible to be exercised.
Set out below is a summary of the options granted to both parties:
2019
Grant date
31 July 2015
31 July 2015
Expiry date
Exer-
cise
price
Balance at
start of the
year
Granted
during the
year
Exercised
during the
year
Forfeited
during the
year
Balance at
end of the
year
Vested and
exercisable
at end of
the year
Number
Number
Number
Number
Number
Number
5 August 2020
0.0237
371,445,231
5 August 2021
30 October 2015
30 October 2020
7 March 2016
7 March 2021
Total
0.025
0.057
0.040
8,475,995
793,103
1,026,272
381,740,601
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
371,445,231
371,445,231
8,475,995
8,475,995
793,103
793,103
1,026,272
1,026,272
381,740,601
381,740,601
Fair value of options granted
No options were granted during the year ended 30 June 2019 (2018 – nil). The fair value at grant date is determined using
a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution,
the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk
free interest rate for the term of the option.
(d) Warrants issued to US investors
In December 2018, the Company completed its second US capital raise. In this private placement, the Company agreed to
issue unregistered warrants to purchase up to 2,080,000 ADSs. Please refer to note 14 for more details.
70
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use only(e) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the period were as follows:
Employee share-based payment expense
Consolidated
30 June 2019
30 June 2018
$
$
1,581,987
1,581,987
2,263,843
2,263,843
Share-based payment transactions with employees are recognised during the period as a part of corporate and
administrative expenses.
NOTE 31 PARENT ENTITY INFORMATION
Set out below is the supplementary information about the parent entity.
Statement of comprehensive income
Loss after income tax
Total comprehensive income
Statement of financial position
Total current assets
Total non current assets
Total assets
Total current liabilities
Total non current liabilities
Total liabilities
Equity
-
-
-
Contributed equity
Reserves
Accumulated losses
Total equity
Parent
30 June 2019
30 June 2018
$
$
(17,872,089)
(17,872,089)
(14,687,752)
(14,687,752)
Parent
30 June 2019
30 June 2018
$
$
16,552,243
17,596,298
34,148,541
514,516
11,813,178
12,327,694
23,589,353
18,698,068
42,287,421
615,027
10,630,814
11,245,841
221,091,591
65,407,796
213,232,719
64,615,312
(264,678,540)
(246,806,451)
21,820,847
31,041,580
Guarantees of financial support
There are no guarantees entered into by the parent entity.
Contingent liabilities of the parent entity
Refer to note 23 for details in relation to contingent liabilities as at 30 June 2019 and 30 June 2018.
Capital commitments - Property, plant and equipment
The parent entity did not have any capital commitments for property, plant and equipment at as 30 June 2019 and 30 June 2018.
71
CONTINUEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSFor personal use onlyDIRECTORS’ DECLARATION
in the directors’ opinion:
(a)
the financial statements and notes set out on pages 30 to 71 are in accordance with the Corporations Act 2001,
including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional
reporting requirements; and
(ii) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2019 and of its performance
for the financial year ended on that date; and
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
Note 1 (a) confirms that the financial statements also comply with International Financial Reporting Standards as issued
by the International Accounting Standards Board.
The directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by
section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
On behalf of the directors
Dr Russell Howard
Chairman,
Immutep Limited
Sydney
20 August 2019
72
For personal use only
INDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF IMMUTEP LIMITED
Independent auditor’s report
To the members of Immutep Limited
Report on the audit of the financial report
Our opinion
In our opinion:
The accompanying financial report of Immutep Limited (the Company) and its controlled entities
(together the Group) is in accordance with the Corporations Act 2001, including:
(a)
giving a true and fair view of the Group's financial position as at 30 June 2019 and of its
financial performance for the year then ended
(b)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
What we have audited
The Group financial report comprises:
•
•
•
•
•
•
the consolidated balance sheet as at 30 June 2019
the consolidated statement of comprehensive income for the year then ended
the consolidated statement of changes in equity for the year then ended
the consolidated statement of cash flows for the year then ended
the notes to the consolidated financial statements, which include a summary of significant
accounting policies
the directors’ declaration.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the financial
report section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical
Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant
to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities
in accordance with the Code.
PricewaterhouseCoopers, ABN 52 780 433 757
One International Towers Sydney, Watermans Quay, Barangaroo, GPO BOX 2650, SYDNEY NSW 2001
T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au
Level 11, 1PSQ, 169 Macquarie Street, Parramatta NSW 2150, PO Box 1155 Parramatta NSW 2124
T: +61 2 9659 2476, F: +61 2 8266 9999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
Page | 72
73
For personal use onlyINDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF IMMUTEP LIMITED
Our audit approach
An audit is designed to provide reasonable assurance about whether the financial report is free from
material misstatement. Misstatements may arise due to fraud or error. They are considered material if
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial report.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial report as a whole, taking into account the geographic and management
structure of the Group, its accounting processes and controls and the industry in which it operates.
The Group is in the biotechnology industry and is involved in research and development activities
focused on cancer immunotherapies. The Group’s corporate head office is located in Australia with
research activities undertaken predominantly in Australia, France and Germany.
Materiality
Audit scope
Key audit matters
•
For the purpose of our audit we used
overall Group materiality of $900,000,
which represents approximately 5% of
the Group’s loss before tax.
• We applied this threshold, together with
qualitative considerations, to determine
the scope of our audit and the nature,
timing and extent of our audit
procedures and to evaluate the effect of
misstatements on the financial report as
a whole.
• We chose Group loss before tax because,
in our view, it is the benchmark against
which the performance of the Group is
most commonly measured.
• We utilised a 5% threshold based on our
professional judgement, noting it is
within the range of commonly
acceptable quantitative loss related
thresholds.
•
•
Our audit focused on
where the Group made
subjective judgements;
for example, significant
accounting estimates
involving assumptions
and inherently uncertain
future events.
The accounting
processes are structured
around a Group finance
function at the corporate
head office in Sydney
where our audit
procedures were
predominately
performed.
•
•
Amongst other relevant
topics, we
communicated the
following key audit
matters to the Audit and
Risk Committee:
− Basis of preparation
of the financial report
− Carrying value of
intellectual property
intangible assets
− Revenue recognition
for grant income
These are further
described in the Key
audit matters section of
our report.
Page | 73
74
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITEDCONTINUEDFor personal use onlyINDEPENDENT AUDITOR’S REPORT TO
THE MEMBERS OF IMMUTEP LIMITED
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report for the current period. The key audit matters were addressed in the
context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters. Further, any commentary on the outcomes of a
particular audit procedure is made in that context.
Key audit matter
How our audit addressed the key audit matter
Basis of preparation of the financial report
(refer to Note 1 (a) and Note 3 to the financial report)
The Group is in its research and development phase
and thus it has significant recurring operating losses
and negative cash flows from operating activities. As a
result, the Group is reliant on having sufficient cash
and cash equivalents to fund its future operations.
Assessing the appropriateness of the Group’s basis of
preparation for the financial report was a key audit
matter due to its importance to the financial report and
the judgements required by the Group in assessing
future funding and operational status, in particular
with respect to the Group forecasting future cash flows
for a period of at least 12 months from the date of the
financial report (cash flow forecasts).
In assessing the appropriateness of the Group’s going
concern basis of preparation for the financial report, we
performed the following audit procedures, amongst
others:
•
•
•
•
Evaluated the appropriateness of the Group's
assessment of its ability to continue as a going
concern, including whether the level of analysis
was appropriate given the nature of the Group,
whether the period covered by the assessment is at
least 12 months from the date of the auditor’s
report and whether relevant information of which
we are aware as a result of our audit has been
considered and included in the assessment.
Enquired of the Group as to its knowledge of
events or conditions that may cast significant
doubt on the Group's ability to continue as a going
concern.
Evaluated the Group’s plans for future actions,
including whether the outcome is likely to improve
the situation and whether they are feasible in the
circumstances.
Evaluated the reliability of the underlying data and
key assumptions used in the Group’s cash flow
forecasts for at least 12 months from the date of
signing the auditor’s report. This included:
o
o
o
comparing the timing and amount of forecast
cash expenditure on research activities to past
research activities and to Board approved
research plans for the next 12 months
comparing the timing and amount of other
forecast expenditure cash flows to prior
period actual expenditure and to Board
approved budgets.
reading a selection of documentation and
information used by the Group to forecast the
timing and amount of income from partner
milestone receipts and research and
development grants.
Page | 74
75
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITEDCONTINUEDFor personal use onlyKey audit matter
How our audit addressed the key audit matter
•
•
•
Developed an understanding of forecast
expenditure used in the Group’s cash flow forecast
which is committed and what could be considered
discretionary to consider the Group’s ability to
manage future cash flows.
Obtained written representations from the Group
regarding their plans for future action and the
feasibility of these plans.
Considered the appropriateness of the disclosures
included in the financial report in view of the
requirements of Australian Accounting Standards.
We performed the following audit procedures, amongst
others:
•
•
•
Developed an understanding on the latest status of
research activities utilising the intellectual
property assets. We read through publically
available information and made inquiries with the
Group to assess the adequacy of the Group’s review
of impairment indicators for intellectual property
assets.
Compared the market capitalisation of the Group
as at 19 August 2019 to the net assets of the Group
at 30 June 2019 and considered movement trends
in the Group’s market capitalisation throughout
the financial year.
Evaluated the adequacy of disclosures made by the
Group in the financial report in view of the
requirements of Australian Accounting Standards.
Carrying value of intellectual property
intangible assets
(refer to Note 11 to the financial report) [A$16.8m]
The Group continues to recognise intellectual property
intangible assets that were acquired in previous years.
The Group considers annually if there are any
indicators that the intellectual property intangible
assets are impaired. The main two indicators that the
Group considered were:
• market capitalisation
•
the ongoing viability of the capitalised
intellectual property.
The Group’s assessment of indicators of impairment
was a key audit matter because the intellectual property
asset is the largest asset on the Group’s balance sheet
and because of the inherent judgements cited above
that are involved in assessing whether there are
indicators of impairment.
Revenue recognition for grant income
(refer to the consolidated statement of comprehensive
income and to notes 3 and 4 to the financial report)
[A$4.3m]
A key stream of other income earned by the Group is
grant income from governments in Australia and
overseas, including Australian Research and
Development Rebates and France’s Credit d'Impôt
Recherche grants. This income is recognised based on
operating costs that qualify for grant income.
This was a key audit matter because of the judgement
required by the Group in assessing the appropriate
grant income to recognise due to the complexity of the
rules and regulations governing what operating costs
We performed the following audit procedures, amongst
others:
•
•
•
Developed an understanding of each government
body’s compliance requirements for approving
grant income and the basis used by the Group to
recognise this income.
Tested a sample of grant income transactions
during the year to assess if they were appropriately
recognised in accordance with the compliance
requirements. Testing also included comparing
the amounts recognised to supporting evidence.
Compared the nature of the operating cost
categorisations included in the current year to the
prior year.
Page | 75
76
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITEDCONTINUEDFor personal use onlyKey audit matter
How our audit addressed the key audit matter
qualify for grant income.
•
•
Tested a sample of the eligible operating costs used
to calculate the grant income to the expenditure
recorded in the general ledger.
Tested the Group’s supporting calculations for
accrued receivables for grant income. This
included comparing the accrued receivables to
previously approved grant income.
Other information
The directors are responsible for the other information. The other information comprises the
information included in the annual report for the year ended 30 June 2019, but does not include the
financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of
this auditor’s report, we conclude that there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
Page | 76
77
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITEDCONTINUEDFor personal use onlyif, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf. This description forms part of our
auditor's report.
Report on the remuneration report
Our opinion on the remuneration report
We have audited the remuneration report included in pages 16 to 25 of the directors’ report for the
year ended 30 June 2019.
In our opinion, the remuneration report of Immutep Limited for the year ended 30 June 2019
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
remuneration report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the remuneration report, based on our audit conducted in accordance with
Australian Auditing Standards.
PricewaterhouseCoopers
Eddie Wilkie
Partner
Sydney
20 August 2019
78
Page | 77
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF IMMUTEP LIMITEDCONTINUEDFor personal use onlySHAREHOLDER INFORMATION
The shareholder information set out below was applicable as at 15 August 2019.
There are a total of 3,866,243,835 ordinary fully paid shares on issue held by 11,054 holders.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
Number of holders of ordinary shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
Total
Holding less than a marketable parcel
422
1,329
1,277
5,229
2,797
11,054
4,816
79
For personal use onlySHAREHOLDER INFORMATION
Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
Top 20 holders of ordinary shares
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
NATIONAL NOMINEES LIMITED
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED - A/C 2
MARC VOIGT
FREDERIC TRIEBEL
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
MS LUCY TURNBULL
DEANNE MILLER
KOHEN ENTERPRISES PTY LTD
BNP PARIBAS NOMINEES PTY LTD
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