A N N U A L
R E P O R T
2 0 1 9
Contents
Letter from the Chairman
Patrys snapshot
Target indications and addressable markets
Introducing the Deoxymab 3E10 platform
Multiple development approaches and pre-clinical data
Pipeline and upcoming milestones
Directors’ report
Auditor’s independence declaration
Statement of profi t or loss and other comprehensive income
Statement of fi nancial position
Statement of changes in equity
Statement of cash fl ows
Notes to the fi nancial statements
Directors’ declaration
2
4
5
7
8
11
13
27
28
29
30
31
32
56
Independent auditor’s report to the members of Patrys Limited
57
Shareholder Information
Corporate directory
60
62
Letter from the Chairman
Dear Shareholders,
Thank you for your continued support over the past year.
Patrys has made signifi cant progress in the development of the Deoxymab platform during FY19. Deoxymab 3E10
has demonstrated potential to improve therapeutic outcomes across a range of diff erent cancers. The Company has
strategically identifi ed metastatic triple negative breast cancer (MTNBC) and glioblastoma multiforme (GBM) as our initial
target indications.
Both MTNBC and GBM are challenging cancers to treat, and prognosis for patients remains poor. The targeted
indications may be ultimately eligible for FDA fast-track designations, which could accelerate the path to approval and
commercialisation. Eff ective therapies for GBM and MTNBC represent signifi cant market opportunities and the possibility
to pair our technology with existing treatments further enhances the attractiveness of our approach to potential partners.
During FY19, the Company continued to produce successful data across a range of pre-clinical studies of PAT-DX1
(Deoxymab 3E10 lead candidate) and its nanoparticle-conjugated form, PAT-DX1-NP. Studies to date have supported the
potential to increase tumour suppression and improve therapeutic outcomes, while simultaneously improving the side
eff ect profi les of the current standards of care.
The ability to cross the blood brain barrier creates signifi cant potential to treat a range of brain cancers and drastically
improve the prognosis for patients. The pre-clinical data produced by the Company and its partners to date is signifi cant
and exciting.
The positive fi ndings from our initial studies have generated interest from both academic and the broader community,
providing assurance and validation for the development direction of the Company. Throughout the fi nancial year, the
Company has reported several new collaborations and strengthened its fi nancial position through research grants.
The Company was also very pleased to fi nally achieve a $3 million negotiated settlement with its insurers for prior
manufacturing issues.
We look forward to progressing the PAT-DX1 and PAT-DX1-NP development programs with the intention of working
towards an IND fi ling.
Finally, I would like to take this opportunity to thank our shareholders for their continued support of Patrys and I look
forward to continuing to share the journey going forward.
John Read
Chairman
2
“The ability to cross the blood brain barrier
creates signifi cant potential to treat a range
of brain cancers and drastically improve the
prognosis for patients.”
1
3
Patrys snapshot
Patrys aim and vision
Patrys believes that, despite recent advances, novel therapies are desperately needed to help fi ght a range of
cancers. Patrys is committed to the development and commercialisation of novel antibody technologies and aims to
revolutionise patient outcomes across a range of hard-to-treat cancers. The Company is initially focused on targeting
underserved oncology indications, such as glioblastoma and metastatic triple-negative breast cancer, with the
potential of expanding to other indications.
Introducing the Deoxymab 3E10 platform
Patrys is a drug development company focused on commercialising antibody therapies for oncology. Patrys has
exclusive worldwide rights to develop and commercialise the Deoxymab platform technology developed at Yale
University (PAT-DX1, PAT-DX1-NP and 5C6) to form a portfolio of novel anti-cancer and diagnostic agents.
The Company’s lead candidate, PAT-DX1 and its nanoparticle conjugated form (PAT-DX1-NP) have demonstrated
signifi cant potential as novel cancer therapy that has the capacity to penetrate cancer cell nuclei, inhibit DNA repair
and kill DNA repair-defi cient cancer cells. These characteristics open up new avenues for researching treatment
of BRCA2 and PTEN-related cancers including (but not limited to) breast cancer, brain gliomas, pancreatic cancer,
ovarian cancer and prostate cancer.
Key investment highlights
✓ Target indications addressable market worth ~US$1bn p.a.
✓ Active pre-clinical biological deals environment with large transactions at the pre-clinical stage
✓ Target indications are traditionally hard-to-treat, streamlining development timelines and
Patrys is operating in a
favourable space
potential expansion to other indications
Potential game changer
for cancer treatment
Promising pre-clinical
study results
✓ PAT-DX1 inhibits key mechanisms of DNA repair in tumour cells
✓ Crosses the blood brain barrier
✓ Safe and potentially low-toxicity treatment option
✓ Suppresses tumour growth and increases survival rates in animal studies
✓ Signifi cantly reduces presence of brain metastases in animal studies
✓ Shows eff icacy as a single agent and in combination with radiotherapy
✓ Signifi cant pre-clinical development pipeline for CY19/CY20
✓ PAT-DX1 cell line development due to be completed in CY20
✓ IND fi ling scheduled for the end of CY20 paving the path towards the clinic
Multiple options for
development
✓ Growing interest from industry players
✓ Potential business development opportunities
4
Target indications and
addressable markets
The Deoxymab 3E10 (PAT-DX1 platform) has broad applicability across multiple indications. Informed by disease
mechanism and market attractiveness, Patrys is currently prioritising glioblastoma (GBM) and metastatic triple-negative
breast cancer (MTNBC) as target indications to progress towards the clinic.
As a single agent, PAT-DX1 is selectively toxic to cancer cells that have defi ciencies in DNA repair, indicating there is a wide
range of malignancies that Patrys could potentially target in the future including endometrial, pancreatic, colon, prostate,
breast and ovarian cancers.
“GBMs constitute approximately 17% of all
primary brain cancers, with ~12,000 new cases
diagnosed in the U.S. annually”
5
Glioblastoma
GBM is a particularly aggressive, highly malignant form of brain cancer characterised by rapid cellular reproduction,
nourished by ample and abnormal tumour vessel blood supply. GBM are generally found in the cerebral hemispheres of
the brain but can develop anywhere in the brain. Common symptoms include seizures, headaches, nausea and vomiting,
memory loss, changes in personality, mood or concentration and localised neurological problems.
GBMs constitute approximately 17% of all primary brain cancers, with ~12,000 new cases diagnosed in the U.S. annually.
GBM can be diff icult to treat as some cells may respond to certain therapies, while others may not be aff ected. As a result,
treatment plans for GBM oft en combine several approaches. The current standard of care for GBM is surgical resection
followed by radiation and chemotherapy (temozolomide, trade name TEMODAR®), with a median survival period of 15
months, depending on disease severity.
Metastatic triple-negative breast cancer
Breast cancer is a leading cause of cancer death in women, with ~1.67 million new cases diagnosed each year globally.
Subtypes of breast cancer are stratifi ed in accordance with their expression of estrogen, progesterone, and HER2
receptors. TNBC tumours lack all three receptors. This subtype makes up 15-20% of breast cancer cases globally and is
the most aggressive and diff icult to treat. The global market for TNBC was US$296m in 2015 and is expected to increase to
US$1.59bn by 2025.
TNBC suff erers are also more likely to develop metastasis, a secondary cancer forming in other areas of the body.
Metastatic TNBC (MTNBC) is a challenging disease, with up to 50% of patients developing brain metastases that have
devastating eff ects on overall quality of life and survival. There remains a large unmet medical need for new therapeutic
approaches to target and treat TNBC brain metastases. An inability to cross the blood brain barrier has created an obstacle
for many potential therapeutics, creating a signifi cant barrier to the development of more eff ective treatments.
1 Alifi eris, C; Trafalis, DT (August 2015). “Glioblastoma multiforme: Pathogenesis and treatment”. Pharmacology & Therapeutics. 152: 63–82.
2 American Association of Neurological Surgeons (AANS), Glioblastoma Multiforme
3 Davis ME. Glioblastoma: Overview of Disease and Treatment. Clin J Oncol Nurs. 2016;20(5 Suppl):S2–S8. doi:10.1188/16.CJON.S1.2-8
4 American Cancer Association. Global Cancer Facts and Figures. 3rd Edition
5 GlobalData Her2-/Her2+ and Triple Negative Breast Cancer- GlobalDrug Forecast and Market Analysis to 2025
6
Introducing the Deoxymab
3E10 platform
Deoxymab 3E10 is one of the world’s fi rst cell-penetrating anti-DNA antibodies for the treatment of cancer.
Deoxymab 3E10 is a lupus anti-DNA autoantibody which has been re-engineered as a humanised di-single chain fragment,
called PAT-DX1, for use in our pre-clinical development program.
PAT-DX1 was selected from several variants due to its superior physiochemical attributes and ability to penetrate cell nucleus,
selectively causing DNA damage and death in cells with DNA repair defects.
The platform technology’s unique mechanism of action opens new therapeutic windows for a range of underserved oncology
and diagnostic applications.
The advantages of PAT-DX1
1. PAT-DX1 preferentially localises to tumours
Specifi cally attracted to extracellular DNA from dying
cancer cells
2. Penetrates the cell membrane and nucleus
Intracellular delivery means PAT-DX1 is able to
penetrate the cell membrane, then enter the nucleus
3. Kills cancer cells defi cient in DNA repair
Diminishes cancer cells’ ability to repair themselves
Has high therapeutic value against a wide range of
cancer repair pathways such as those with mutations
in the BRCA1/2 and PTEN genes
Targets primary and secondary tumours
4. Crosses the blood brain barrier
Resolving one the greatest challenges in the
development of therapeutics for brain diseases.
Tumour cells release “clouds”
of extracellular DNA
PAT-DX1 binds to extracellular
DNA and localises at tumour
site
Transported across the cell
membrane and PAT-DX1 enters
the cell
Enters and localises in the
nucleus
Binds to DNA breaks
Blocks the action of DDR
enzymes, leading to cancer
cell death
A novel mechanism of action
1
2
3
7
Multiple development approaches
and pre-clinical data
During the fi nancial year, Patrys further explored the unique properties of PAT-DX1 and made signifi cant discoveries in the
treatment of GBM and MTNBC. Patrys continued to make good development progress, and the Company has released
positive data from multiple pre-clinical studies throughout FY19.
Overall, animal models of TNBC brain metastasis and GBM brain tumours showed that PAT-DX1 crosses the blood brain
barrier, suppresses tumour growth, increases survival and enhances radiation treatment. PAT-DX1 also has the potential to
target not only primary tumours, but also secondary tumours, indicating that an eventual therapeutic could have broad
utility. The fact that PAT-DX1 enhances the eff icacy of low dose radiation is particularly exciting, as it could signifi cantly
improve treatment outcomes whilst reducing side eff ects.
As a single agent: PAT-DX1, suppresses TNBC brain metastases and increases survival in an orthotopic TNBC metastatic
animal model
• Aft er 4 weeks PAT-DX1 supressed tumour growth by 93%
• 86% of mice treated with PAT-DX1 were alive aft er all mice in the control group had died
Refer to ASX announcement released on 20 December 2018
+93%
After 4 weeks,
treatment with
PAT-DX1 supressed
tumour growth by 93%
Control
PAT-DX1
+86%
… and extended
survival of 86% of
animals, relative to
the control
Control
PAT-DX1
8
Combination approach: PAT-DX1 enhanced low dose radiation in an animal study of TNBC brain
• PAT-DX1 was able to cross the blood brain barrier and no toxicity was observed
• PAT-DX1 as a single agent caused similar tumour growth suppression to that of low dose radiation treatment
• Combination of PAT-DX1 and radiation treatment resulted in signifi cantly greater tumour suppression than either
treatment alone
Refer to ASX announcement released on 30 May 2019
9
PAT-DX1 in GBM orthotopic animal model
Subsequent to the year end, Patrys released data from an orthotopic animal model of highly aggressive GBM brain
tumours. PAT-DX1 in combination with low dose radiation treatment resulted in signifi cantly more tumour suppression
and prolonged survival compared to low dose radiation alone
• PAT-DX1 reduced tumour size by 87% as a single agent and 93% in combination with radiation
• PAT-DX1 extended survival by 41% as a single agent and 71% in combination with radiation
Refer to ASX announcement released on 22 July 2019
Reduction in GBM tumour growth
+93%
Low dose
radiation
PAT-DX1
PAT-DX1 +
low dose
radiation
Signifi cantly increased survival
+71%
After 2 weeks,
treatment with
PAT-DX1 + radiation
supressed tumour
growth by 93%
…and extended
survival by 71%
relative to the
control
Low dose
radiation
PAT-DX1
PAT-DX1 +
low dose
radiation
10
Pipeline and upcoming milestones
Patrys is focused on developing its Deoxymab platform and progressing lead candidates PAT-DX1 and PAT-DX1-NP
in a consolidated pre-clinical program. In the coming fi nancial year, Patrys will continue to strengthen and extend
its compelling pre-clinical data package with planning currently underway for further pharmacokinetics, safety and
toxicology studies.
During the fi nancial year, Patrys’ well-respected international service provider continued to progress the cell line
development of PAT-DX1. The development of a stable cell line is an important milestone for the Company and
development is anticipated to be complete in 1H CY20.
CY19
3Q
4Q
1Q
CY20
2Q
Results from pre-clinical
studies
Animal studies to determine appropriate dose and further
evaluate pharmacokinetics and safety
2H
File
IND
CY21
CY
Phase 1
clinical trial
Commence
grant-funded study
Animal studies with conjugated nanoparticles loaded with
chemotherapeutics and further evaluate pharmacokinetic and safety
Expression and purifi cation
GMP production and formulation
Complete cell line
development
Toxicology
Bioshares
New Zealand
SNO1 Conference
Brain Metastases
Ongoing scientifi c publications
Ongoing generation and prosecution of IP
Evaluating new potential research / strategic alliances
7
Single agent +
combination
PAT-DX1
Conjugation
approach
PAT-DX1-NP
Manufacturing
development
Key conferences
and publications
IP fi lings and
patent grants
Business
development
11
12
Patrys Limited
Directors' report
30 June 2019
The Directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'Group') consisting of Patrys 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 Patrys Limited during the whole of the financial year and up to the date of this report,
unless otherwise stated:
Mr. John Read (Non-Executive Chairman)
Dr. James Campbell (Managing Director & CEO)
Ms. Suzy Jones (Non-Executive Director)
Mr. Michael Stork (Non-Executive Director and Deputy Chairman)
Principal activities
Patrys is devoted to the development and commercialisation of novel antibody technologies to improve clinical outcomes for
cancer patients. The Company’s lead technology is Deoxymab 3E10, a DNA damage-repair (DDR) antibody which
penetrates live cell nuclei and inhibits key mechanisms of DNA repair in target cancer cells.
The Company has developed a humanised form of Deoxymab 3E10, PAT-DX1, and is progressing this and a nanoparticle-
conjugated form (PAT-DX1-NP) towards the clinic. Currently, the Company is focusing on PAT-DX1 as a treatment for
metastatic triple negative breast cancer (MTNBC) and glioblastoma (GBM). Patrys continues to complete pre-clinical
research in collaboration with leading universities and other research partners, with several grant funded studies planned.
The Deoxymab 3E10 technology is exclusively licensed from Yale University. Patrys’ rights to Deoxymab 3E10 are part of a
worldwide license to develop and commercialise a portfolio of anti-cancer and diagnostic agents (including anti-DNA
antibodies, antibody fragments, variants and conjugates).
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the Group after providing for income tax amounted to $411,326 (30 June 2018: $2,497,252).
13
Patrys Limited
Directors' report
30 June 2019
In July 2018, the Company announced preliminary pharmacokinetic data for PAT-DX1, where preliminary analysis indicated
that PAT-DX1 exhibited significant tumour penetration 8 hours after administration. Dr. James Hansen and Dr. Jiangbing
Zhou of the Yale School of Medicine conducted the study and confirmed that as a single agent PAT-DX1 localises into
xenograft triple negative breast cancer (TNBC) tumours.
In October 2018, Patrys announced that metastatic triple negative breast cancer (MTNBC) and glioblastoma (GBM) were
the target indications for the clinical development of PAT-DX1. The Company’s decision was informed by consideration of
pre-clinical results and review of the market dynamics. The Company believes there is a significant unmet need for effective
MTNBC and GBM treatments, which underpins the potential value upside.
In December 2018, Patrys released pre-clinical data from a MTNBC brain metastasis animal model. The study conducted by
the Yale School of Medicine confirmed that PAT-DX1 supresses TNBC brain metastases and increases survival. Reduction
in TNBC brain metastasis was evident after just one week of PAT-DX1 treatment. After 4 weeks of treatment, treated mice
showed 93% less brain metastasis than untreated mice. PAT-DX1 also significantly improved survival, with 86% of the mice
treated with PAT-DX1 alive after all control mice had died. No toxicity associated with PAT-DX1 was observed.
In March 2019, Patrys received a Notice of Grant from the United States Patent Office for the Deoxymab 5C6 antibody
licensed from Yale University. The patent further strengthens the Company’s position in the field of cell penetrating antibodies
for the treatment of cancer.
In March 2019, the Yale School of Medicine commenced further pre-clinical work that built upon and supported the previous
MTNBC findings. The study was completed, and results were released in May 2019 and demonstrated that PAT-DX1 crosses
the blood brain barrier and that PAT-DX1 significantly supresses brain metastases with a shortened dosage regimen. This
study also demonstrated that PAT-DX1 could enhance the anti-cancer effects of low dose radiation.
During the year, the Company continued to progress the cell line development of PAT-DX1 through a well-respected
international service provider. The development of a stable cell line is an important milestone for the Company and
development is anticipated to be complete in 1Q CY20.
Subsequent to the financial year end, Patrys released animal data from a study concerning the efficacy of PAT-DX1 for the
treatment of GBM. Results from the study showed that in combination with low dose radiation, PAT-DX1 treatment resulted
in significantly more tumour suppression and prolonged survival compared to low dose radiation alone. The study was
conducted by the Yale School of Medicine and planning for additional studies is currently underway to further evaluate
pharmacokinetics and safety.
Update on other assets
Patrys remains committed to assisting Hefei Co-source Biomedical with the development of PAT-SC1, providing support of
our expertise and knowledge in the IgM space. Patrys is one of the few companies globally with experience in manufacturing
commercial scale quantities of IgMs for clinical trials.
As communicated previously, in June 2015 Patrys put the development of its IgM assets on hold due to manufacturing issues.
Following a comprehensive process to find a commercial partner, which yielded no suitable parties, the Company has made
a strategic decision to focus on the Deoxymab 3E10 platform and cease any further investment in the IgM assets.
Historically, Patrys has prosecuted IP and licensed various technologies to support the development of IgM class human
antibodies. Going forward, these patents and licenses will no longer be continued.
14
Patrys Limited
Directors' report
30 June 2019
Corporate and business development
Throughout the financial year, the Patrys Board continued to assess a number of business development and collaboration
opportunities. The Board evaluates these on a case-by-case basis and whilst the Company is in a strong financial position
to progress its development program to date, it will consider appropriately valued co-development opportunities from
reputable partner organisations.
In October 2018, Patrys negotiated a $3m settlement with its insurers regarding the failed manufacturing runs for PAT-SM6
in 2014 and 2015. Funds were received within 30 days of settlement, bolstering the Company’s cash balance. The Company
also benefited from a number of non-dilutive grants to support its ongoing research and development. During FY19, the
Company and its research partners received the following grants: CSIRO Kick Start Program ($24k); Export Market
Development Grant ($11k) and Victorian Medical Research Acceleration Fund ($100k).
In January 2019, Patrys presented at the Biotech ShowcaseTM Annual Conference in San Francisco, US, which coincided
with the 37th Annual JP Morgan Healthcare Conference. The Conference provided an opportunity for the Company to provide
an update on its development pipeline. The Company also met with investors and potential strategic partners during the
conference.
Operating results
Patrys held cash and term deposits of $6,473,840 at the reporting date. Patrys’ policy is to hold its cash and cash equivalent
deposits in 'A' rated or better deposits.
Patrys’ strategy is to outsource product development expenses, including manufacturing, regulatory and clinical trial
expenses, to specialist, best of breed partner organisations. As a consequence, Patrys has not incurred any major capital
expenditure for the period and does not intend to incur substantial commitments for capital expenditure in the immediate
future.
Consolidated revenue including other income during the period was $3,844,365 (2018: $520,525). This revenue includes
interest of $111,571 (2018: $33,834), R&D tax incentive income of $644,298 (2018: $455,207), licencing income of $27,500
(2018: $27,500), and other income of $3,000,000 (2018: $Nil) related to insurance recoveries.
Total consolidated operating expenses for the period were $4,255,691 (2018: $3,017,777). Operating expenses include
research and development costs of $1,685,963 (2018: $1,307,298) which have been expensed in the year they were
incurred. The increase in R&D costs in 2019 is due to increased activity on the Deoxymab project with commencement of
pre-clinical and manufacturing works in the financial year. Administration and management costs contributed a further
$2,569,733 (2018: $1,710,479) to expenses from continuing operations. The increase during the financial year is due to a
combination of items, including legal costs associated with the insurance settlements, employee wages, bonuses, share
based payments and other general administrative costs.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Group during the financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
Likely developments and expected results of operations
The Group will continue to pursue its objective of developing antibodies as therapies for a range of different cancers. Patrys
has a pipeline of anti-cancer antibodies for both internal development and as partnering opportunities.
The Group’s focus for the coming period will be to build further value into the Deoxymab platform through pre-clinical
activities, to commence progression of the PAT-DX1 asset towards the clinic.
Environmental regulation
The Group is not subject to any significant environmental regulation under Australian Commonwealth or State law.
15
Other current directorships:
Former directorships (last 3 years): Eildon Capital Limited (ASX: EDC)
Special responsibilities:
Patrys Limited
Directors' report
30 June 2019
Information on Directors
Name:
Title:
Qualifications:
Experience and expertise:
Interests in shares:
Interests in options:
Name:
Title:
Qualifications:
Experience and expertise:
Other current directorships:
John Read
Non-Executive Chairman
BSc (Hons), MBA, FAICD
Mr. Read is an experienced Chairman and Director in public, private and government
organisations. Through his extensive career in venture capital, private equity and
commercialisation he has gained a depth of experience in the formation and growth of
emerging companies with an emphasis on commercial entities that provide broad
societal benefits. He is currently the Chairman of CVC Limited (ASX: CVC) and
previously Chairman of Eildon Capital Limited (ASX:EDC) from 2013 to 2016, Pro-Pac
Packaging Limited (ASX:PPG) from 2005 to 2010, The Environmental Group Limited
(ASX:EGL) from 2001 to 2012 and The Central Coast Water Corporation from 2011 to
2014.
CVC Ltd (since 1989).
Chairman of Nomination and Remuneration Committee
Member of Audit and Risk Committee
7,721,911 ordinary shares
6,000,000 options, exercisable at $0.0350 per option, expiring 22/11/2023
James Campbell
Managing Director and Chief Executive Officer
Ph.D, MBA
Dr. Campbell has more than 20 years of international biotechnology research,
management and leadership experience and has been involved in the creation and/or
transformation of multiple successful Australian and international biotechnology
companies. Dr. Campbell was previously the CFO and COO of ChemGenex
Pharmaceuticals Limited (ASX:CXS), where, as a member of the executive team he
helped transform a research-based company with a market capitalization of $10M to a
company with completed clinical trials and regulatory dossiers submitted to the FDA
and EMA. In 2011 ChemGenex was sold to Cephalon for $230M. Dr. Campbell was a
foundation executive of Evolve Biosystems, and has assisted private biotechnology
companies in Australia, New Zealand and the USA with successful capital raising and
partnering negotiations. Dr. Campbell sits on the Advisory Board of Deakin University’s
Centre for Innovation in Mental and Physical Health and Clinical Treatment (IMPACT).
Dr. Campbell is a Non-Executive Director of both Invion Limited (ASX:IVX) and
Prescient Therapeutics Limited (ASX:PTX).
Non-Executive Director of Invion Limited (ASX:IVX) and Prescient Therapeutics
Limited (ASX:PTX).
Former directorships (last 3 years): Non-Executive Director of Medibio Limited (ASX:MEB) (resigned 30/9/2016)
Interests in shares:
Interests in options:
29,546 fully paid ordinary shares
25,000,000 unlisted options - 15,000,000 exercisable at $0.0072 per option, expiring
24/11/2021 and 10,000,000 exercisable at $0.0350 per option, expiring 22/11/2023
16
Patrys Limited
Directors' report
30 June 2019
Name:
Title:
Qualifications:
Experience and expertise:
Michael Stork
Non-Executive Director and Deputy Chairman
BBA
Mr. Stork is the Managing Director of Stork Holdings Ltd, an Investment Holding
company active in the Canadian technology startup sector. Mr. Stork was, until early
this year, active on the Board of Governors of the University of Waterloo and is the
Chairman of the Waterloo Accelerator Centre, a technology company incubator
affiliated with the University. He is currently the Chairman of Spartan Biosciences Inc.,
an Ottawa based DNA analytics company, the Chairman of Dejero Labs Inc., a
Waterloo based broadcast technology company, and active on the Boards of a number
of other leading Canadian technology start-up companies.
Other current directorships:
None.
Former directorships (last 3 years): None.
Special responsibilities:
Interests in shares:
Interests in options:
Name:
Title:
Experience and expertise:
Member of Nomination and Remuneration Committee
Chairman of Audit and Risk Committee
98,773,814 fully paid ordinary shares (These shares are held by Stork Holdings 2010
Ltd. The director has the ability to influence the voting and disposal of the shares of
this company).
4,000,000 options, exercisable at $0.0350 per option, expiring 22/11/2023
Suzy Jones
Non-Executive Director
Ms. Jones is Founder and Managing Partner of DNA Ink LLC, a life sciences advisory
and business development firm with clients in the United States, Germany, Israel and
France. DNA Ink provides corporate strategic guidance to its clients that support
corporate growth. Prior to starting her own firm, Ms. Jones spent 20 years at Genentech
where she served in many roles including Interim Head of Partnering, Head of Business
Development, Senior Project Manager and Research Associate. She managed several
product teams during this time including Rituxan, the first monoclonal antibody
launched to treat cancer. Ms. Jones has very extensive networks within the
pharmaceutical and biotech companies and VC community in North America. Ms.
Jones is a Non-Executive Director of Calithera Biosciences, Inc. (Nasdaq:CALA), a
clinical-stage pharmaceutical company focused on discovering and developing novel
small molecule drugs directed against tumor metabolism and tumor immunology
targets for the treatment of cancer.
Nil.
Other current directorships:
Former directorships (last 3 years): None.
Special responsibilities:
Interests in shares:
Interests in options:
Member of Nomination and Remuneration Committee
Member of Audit and Risk Committee
3,000,000 fully paid ordinary shares.
4,000,000 options, exercisable at $0.0350 per option, expiring 22/11/2023
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Ms Melanie Leydin, CA
Ms Leydin has 25 years’ experience in the accounting profession including 13 years in the Corporate Secretarial profession
and is a company secretary and finance officer for a number of entities listed on the Australian Securities Exchange. She is
a Chartered Accountant and a Registered Company Auditor. Since February 2000, she has been the principal of Leydin
Freyer, specialising in outsourced company secretarial and financial duties.
17
Patrys Limited
Directors' report
30 June 2019
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the
year ended 30 June 2019, and the number of meetings attended by each Director were:
Full Board
Nomination and
Remuneration Committee
Audit and Risk Committee
Attended
Held
Attended
Held
Attended
Held
John Read
James Campbell
Suzy Jones
Michael Stork
5
6
6
5
6
6
6
6
2
-
2
2
2
-
2
2
2
-
1
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.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of
reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
capital management
The Board is responsible for determining and reviewing compensation arrangements for the Directors themselves, the Non-
Executive Chairman and the Senior Management team. The Board has established a Nomination and Remuneration
Committee, comprising of three Directors, the majority of which are Non-Executive Directors. This Committee is primarily
responsible for making recommendations to the Board on:
- The over-arching executive remuneration framework
- The operation of the incentive plans, including key performance indicators and performance hurdles
- Remuneration levels of executive directors and other key management personnel; and
- Non-executive director fees
The objective of the Committee 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, and is available on the Company's website at www.patrys.com/patrys-corporate-governance/
18
Patrys Limited
Directors' report
30 June 2019
The Company has structured an executive remuneration framework that is market competitive and complimentary to the
reward strategy of the organisation.
The Company’s remuneration framework seeks alignment with shareholders’ interests and is in particular aligned to the rapid
commercialisation of the Company’s intellectual property and in achieving its milestones in a highly ethical and professional
manner.
The executive remuneration framework provides a mix of fixed and variable pay and performance incentive rewards.
Presently, the Company’s policy in relation to performance incentive rewards is to issue a mix of equity and cash bonuses
to executives. The Company does not have a policy or practice of cancelling or clawing-back performance-based
remuneration of its executives other than in accordance with the relevant plan rules.
In accordance with best practice corporate governance, the structure of non-executive director and executive director
remuneration is separate.
Non-executive directors remuneration
Directors’ fees are determined by reference to industry standards and were last reviewed effective 22 November 2018.
Components of the remuneration package include a cash element together with equity instruments.
Directors’ fees are currently set at $95,000 for the Chairman and $60,000 per Non-Executive Director (note Ms. Jones
receives US$60,000) and reflect the demands which are made on and the responsibilities of the Directors. However, one
Non-Executive Director, Mr. Michael Stork, did not receive monetary Director fees during the year.
ASX listing rules require the aggregate non-executive directors' remuneration be determined periodically by a general
meeting. The most recent determination was at the Annual General Meeting held on 22 November 2018, where the
shareholders approved a maximum annual aggregate remuneration of $400,000.
Executive remuneration
The Group aims to reward executives based on their position and responsibility, with a level and mix of remuneration which
has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprise the executive's total remuneration.
Fixed remuneration, consisting of base salary, superannuation and non-monetary benefits, is reviewed annually by the
Nomination and Remuneration Committee based on individual and business unit performance, the overall performance of
the Group and comparable market remunerations.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the Group and provides additional value to the executive.
Incentives are payable to executives based upon the attainment of agreed corporate and individual milestones and are
reviewed and approved by the Board of Directors. The Board of Directors approved a short term incentive of $80,000 for Mr
James Campbell for the year ended 30 June 2019 which was paid in July 2019.
Executives and Directors are issued with equity instruments as LTIs (Long Term Incentives) in a manner that aligns this
element of remuneration with the creation of shareholder wealth. LTI grants are made to executives and Directors who are
able to influence the generation of shareholder wealth and thus have a direct impact on the creation of shareholder wealth.
19
Patrys Limited
Directors' report
30 June 2019
Consolidated entity performance and link to remuneration
Equity instruments may be issued to new employees, and upon performance review based on performance of the individual
and the Company both in absolute terms and relative to competitors in the biotechnology sector. Equity instruments that are
issued for performance are subject to performance targets set and approved by the Nomination and Remuneration
Committee.
The Company’s remuneration policy seeks to reward staff members for their contribution to achieving significant operational,
strategic, partnering, preclinical, clinical and regulatory milestones. These milestones build sustainable and long term
shareholder value.
Voting and comments made at the company's 22 November 2018 Annual General Meeting ('AGM')
At the 22 November 2018 AGM, 99.01% of the votes received supported the adoption of the remuneration report for the year
ended 30 June 2018. The company did not receive any specific feedback at the AGM regarding its remuneration practices.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. Unless
otherwise noted, the named persons were key management personnel for the whole of the period ended 30 June 2019.
The Key Management Personnel of the consolidated entity consisted of the following directors of Patrys Limited:
●
●
●
●
John Read (Chairman)
James Campbell (Managing Director and Chief Executive Officer)
Michael Stock (Non-Executive Director)
Suzy Jones (Non-Executive Director)
Short-term
benefits
Short-term
benefits
Short-term
benefits
Post-
employment
benefits
Cash salary
and fees
$
Short-term
benefits
$
Annual
leave
$
Super-
annuation
$
Long-term
benefits
Long
service
leave
$
Share-
based
payments
Equity-
settled
options
$
Total
$
95,000
83,922
-
-
-
-
-
-
-
-
-
-
-
-
-
72,518
58,159
58,159
167,518
142,081
58,159
305,022
80,000
12,158
25,000
7,125
74,369
503,674
104,000
587,944
-
80,000
-
12,158
-
25,000
-
7,125
-
263,205
104,000
975,432
2019
Non-Executive Directors:
John Read
Suzy Jones*
Michael Stork
Executive Directors:
James Campbell**
Other Key Management
Personnel:
Melanie Leydin***
Ms Jones was paid $60,000 USD at an average exchange rate of $0.715 USD to $1 AUD.
Bonus of $80,000 paid to Mr Campbell in July 2019.
*
**
*** Fees shown for Ms Leydin were paid to Leydin Freyer Corporate Pty Ltd for the provision of company secretarial and
accounting services.
20
Patrys Limited
Directors' report
30 June 2019
2018
Non-Executive Directors:
John Read
Suzy Jones*
Executive Directors:
James Campbell**
Other Key Management
Personnel:
Melanie Leydin***
Short-term
benefits
Short-term benefits
Post-
employment
benefits
Cash salary
and fees
$
Short-term
benefits
$
Annual
Leave
$
Super-
annuation
$
Long-term
benefits
Long
service
leave
$
Share-
based
payments
Equity-
settled
options
$
Total
$
95,000
77,216
-
-
-
-
-
-
-
-
-
-
95,000
77,216
279,951
70,000
7,894
20,052
4,270
16,667
398,834
96,000
548,167
-
70,000
-
7,894
-
20,052
-
4,270
-
16,667
96,000
667,050
Ms Jones was paid $60,000 USD at an average exchange rate of $0.777 USD to $1 AUD.
Bonus of $70,000 paid to Mr Campbell in July 2018
*
**
*** Fees shown for Ms Leydin were paid to Leydin Freyer Corporate Pty Ltd for the provision of company secretarial and
accounting services.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
John Read
Suzy Jones
Michael Stork
Executive Directors:
James Campbell
Other Key Management
Personnel:
Melanie Leydin
Service agreements
Fixed remuneration
2018
2019
At risk - STI
At risk - LTI
2019
2018
2019
2018
57%
59%
-
100%
100%
-
-
-
-
-
-
-
43%
41%
100%
-
-
-
83%
78%
2%
18%
15%
4%
100%
100%
-
-
-
-
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
James Campbell
Managing Director and Chief Executive Officer
12 November 2014 as Non-Executive Director and 13 April 2015 as Managing Director
No fixed term for an ongoing term subject to termination by the Company with 6 months'
notice and termination by the employee with 6 months' notice of the employee to the
Company, or 12 months notice in the event of a successful takeover.
Dr Campbell will be entitled to an annual salary (inclusive of superannuation) of
$338,580 effective from 1 July 2019. The Remuneration Package is inclusive of any
fringe benefits tax for which the Company is liable in respect of the employee’s total
remuneration and any superannuation contributions. The employee's performance will
be reviewed annually or more frequently if required.
21
Patrys Limited
Directors' report
30 June 2019
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
John Read
Non-Executive Chairman
29 May 2007. A new agreement became effective 1 December 2009
No fixed term.
$95,000 per annum to be reviewed independently and annually by the Board of
Directors.
Suzy Jones
Non-Executive Director
15 December 2011
No fixed term.
$US60,000 per annum to be reviewed independently and annually by the Board of
Directors.
Melanie Leydin
Company Secretary
1 October 2015
No fixed term, with 1 months' notice.
$10,000 per month for company secretarial and accounting services effective from 1
March 2019
Key Management Personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
There were no shares issued to Directors and other Key Management Personnel as part of compensation during the year
ended 30 June 2019.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of Directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
James Campbell
James Campbell
John Read
John Read
John Read
Suzy Jones
Suzy Jones
Suzy Jones
Michael Stork
Michael Stork
Michael Stork
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price at grant date
Fair value
per option
5,000,000 22/11/2018
5,000,000 22/11/2018
2,000,000 22/11/2018
2,000,000 22/11/2018
2,000,000 22/11/2018
2,000,000 22/11/2018
1,000,000 22/11/2018
1,000,000 22/11/2018
2,000,000 22/11/2018
1,000,000 22/11/2018
1,000,000 22/11/2018
22/11/2019**
22/11/2020***
22/11/2018*
22/11/2019**
22/11/2020***
22/11/2018*
22/11/2019**
22/11/2020***
22/11/2018*
22/11/2019**
22/11/2020***
22/11/2023
22/11/2023
22/11/2023
22/11/2023
22/11/2023
22/11/2023
22/11/2023
22/11/2023
22/11/2023
22/11/2023
22/11/2023
$0.0350
$0.0350
$0.0350
$0.0350
$0.0350
$0.0350
$0.0350
$0.0350
$0.0350
$0.0350
$0.0350
$0.01330
$0.01650
$0.02190
$0.01330
$0.01650
$0.02190
$0.01330
$0.01650
$0.02190
$0.01330
$0.01650
*
Vesting immediately
The share price is equal to or greater than a 20-day VWAP of $0.05 (5.0 cents); exercisable thereafter
**
*** The share price is equal to or greater than a 20-day VWAP of $0.07 (7.0 cents); exercisable thereafter
Options granted carry no dividend or voting rights.
22
Patrys Limited
Directors' report
30 June 2019
The number of options over ordinary shares granted to and vested by Directors and other Key Management Personnel as
part of compensation during the year ended 30 June 2019 are set out below:
Name
James Campbell
John Read
Suzy Jones
Michael Stork
Number of
Number of
Number of
Number of
options
granted
options
granted
options
vested
options
vested
during the
during the
during the
during the
year
2019
year
2018
year
2019
year
2018
10,000,000
6,000,000
4,000,000
4,000,000
-
-
-
-
5,000,000
2,000,000
2,000,000
2,000,000
5,000,000
-
-
-
Details of options over ordinary shares granted, vested and lapsed for Directors and other Key Management Personnel as
part of compensation during the year ended 30 June 2019 are set out below:
Name
Grant date
Vesting date
James Campbell
James Campbell
James Campbell
John Read
John Read
John Read
Suzy Jones
Suzy Jones
Suzy Jones
Michael Stork
Michael Stork
Michael Stork
24/11/2016
22/11/2018
22/11/2018
22/11/2018
22/11/2018
22/11/2018
22/11/2018
22/11/2018
22/11/2018
22/11/2018
22/11/2018
22/11/2018
Additional information
24/11/2018
22/11/2019
22/11/2020
22/11/2018
22/11/2019
22/11/2020
22/11/2018
22/11/2019
22/11/2020
22/11/2018
22/11/2019
22/11/2020
Number of Value of
options
granted
options
granted
$
Value of
options
vested
$
Number of Value of
options
lapsed
$
options
lapsed
-
5,000,000
5,000,000
2,000,000
2,000,000
2,000,000
2,000,000
1,000,000
1,000,000
2,000,000
1,000,000
1,000,000
-
66,500
82,500
43,800
26,600
33,000
43,800
13,300
16,500
43,800
13,300
16,500
15,440
-
-
43,800
-
-
43,800
-
-
43,800
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The earnings of the Group for the five years to 30 June 2019 are summarised below:
2019
$
2018
$
2017
$
2016
$
2015
$
Revenue and other income
Net profit/(loss) before tax
Net profit/(loss) after tax
3,844,365
(411,326)
(411,326)
520,525
(2,497,252)
(2,497,252)
531,729
(1,057,876)
(1,057,876)
867,653
(1,080,784)
(1,080,784)
2,224,481
(8,463,492)
(8,470,382)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year start ($)
Share price at financial year end ($)
Basic earnings per share (cents per share)
0.0580
0.0300
(0.0384)
0.0100
0.0580
(0.2653)
0.0100
0.0100
(0.1420)
0.0100
0.0100
(0.1500)
0.0300
0.0100
(1.2200)
2019
2018
2017
2016
2015
23
Patrys Limited
Directors' report
30 June 2019
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of Key
Management Personnel of the Group, including their related parties, is set out below:
Balance at Received
as part of
the start of
the year
remuneration Additions
Disposals/
other
Balance at
the end of
the year
Ordinary shares
James Campbell
John Read
Suzy Jones
Michael Stork
29,546
7,721,911
3,000,000
98,773,814
109,525,271
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
29,546
7,721,911
3,000,000
98,773,814
109,525,271
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of key management personnel of the Group, including their personally related parties, is set out below:
Options over ordinary shares
James Campbell
John Read
Suzy Jones
Michael Stork
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
15,000,000
-
-
-
15,000,000
10,000,000
6,000,000
4,000,000
4,000,000
24,000,000
-
-
-
-
-
-
-
-
-
-
25,000,000
6,000,000
4,000,000
4,000,000
39,000,000
This concludes the remuneration report, which has been audited.
Shares under option
Unissued ordinary shares of Patrys Limited under option at the date of this report are as follows:
Grant date
24 November 2016
19 April 2017
19 April 2017
15 March 2018
15 March 2018
1 June 2018
22 November 2018
15 March 2019
Expiry date
24 November 2021
1 July 2021
19 April 2022
1 July 2022
15 March 2023
18 April 2023
22 November 2023
15 March 2024
Exercise
price
Number
under option
$0.0072
$0.0072
$0.0072
$0.0613
$0.0613
$0.0200
$0.0350
$0.0290
24,000,000
2,500,000
250,000
2,500,000
500,000
2,500,000
32,000,000
3,000,000
67,250,000
No person entitled to exercise the options had or has any right by virtue of the option to participate in any share issue of the
Company or of any other body corporate.
Shares issued on the exercise of options
During the financial year 250,000 options were exercised at $0.0072 on 3 September 2018.
24
Patrys Limited
Directors' report
30 June 2019
Indemnity and insurance of officers
The Company has indemnified the directors and executives of the Company for costs incurred, in their capacity as a director
or executive, for which they may be held personally liable, except where there is a lack of good faith.
During the financial year, the Company paid a premium in respect of a contract to insure the directors and executives of the
Company against a liability to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium.
Indemnity and insurance of auditor
The Company has not, during or since the end of the 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.
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.
Details of the amount paid or payable to the auditor (BDO East Coast Partnership) for audit and non-audit services provided
during the year are set out in Note 20.
The Board of Directors has considered the position and, in accordance with the 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 for the following reasons:
●
All non-audit services have been reviewed by the Audit and Risk 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 Professional
Statement APES 110, including reviewing or auditing the auditor’s own work, acting in a management or a decision-
making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards.
●
Officers of the Company who are former partners of BDO East Coast Partnership
There are no officers of the Company who are former partners of BDO East Coast Partnership.
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
immediately after this Directors' report.
Auditor
BDO East Coast Partnership continues in office in accordance with section 327 of the Corporations Act 2001.
25
Patrys Limited
Directors' report
30 June 2019
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Mr. John Read
Chairman
22 August 2019
26
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Collins Square, Tower Four
Level 18, 727 Collins Street
Melbourne VIC 3008
GPO Box 5099 Melbourne VIC 3001
Australia
DECLARATION OF INDEPENDENCE BY TIM FAIRCLOUGH TO THE DIRECTORS OF PATRYS LIMITED
As lead auditor of Patrys Limited for the year ended 30 June 2019, I declare that, to the best of my
knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Patrys Limited and the entities it controlled during the period.
Tim Fairclough
Partner
BDO East Coast Partnership
Melbourne, 22 August 2019
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
Patrys Limited
Statement of profit or loss and other comprehensive income
For the year ended 30 June 2019
Revenue
Other income
Expenses
Research & development expenses
Administration & management expenses
Loss before income tax expense
Income tax expense
Loss after income tax expense for the year attributable to the Owners of
Patrys Limited
Other comprehensive income
Items that may be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations
Other comprehensive income for the year, net of tax
Total comprehensive income for the year attributable to the Owners of Patrys
Limited
Note
Consolidated
2019
$
2018
$
5
6
8
844,365
520,525
3,000,000
-
(1,685,963)
(2,569,728)
(1,307,298)
(1,710,479)
(411,326)
(2,497,252)
-
-
(411,326)
(2,497,252)
909
909
(5,977)
(5,977)
(410,417)
(2,503,229)
Cents
Cents
Basic earnings per share
Diluted earnings per share
27
27
(0.0384)
(0.0384)
(0.2653)
(0.2653)
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
28
Patrys Limited
Statement of financial position
As at 30 June 2019
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Total current assets
Non-current assets
Property, plant and equipment
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Employee benefits
Total current liabilities
Non-current liabilities
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
Consolidated
2019
$
2018
$
9
10
11
12
6,473,840
740,548
139,356
7,353,744
4,605,459
643,725
2,099,680
7,348,864
6,384
573,750
580,134
5,633
618,750
624,383
7,933,878
7,973,247
13
479,266
141,810
621,076
574,564
86,006
660,570
16,348
16,348
21,202
21,202
637,424
681,772
7,296,454
7,291,475
14
15
67,066,992
953,741
(60,724,279)
67,039,044
588,561
(60,336,130)
7,296,454
7,291,475
The above statement of financial position should be read in conjunction with the accompanying notes
29
Patrys Limited
Statement of changes in equity
For the year ended 30 June 2019
Consolidated
Foreign
currency
translation
reserve
$
Share option
reserve
$
Share loan
plan
reserve
$
Issued
capital
$
Other
reserve
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2017
60,035,971
(13,726)
80,910
90,971
360,000 (57,891,029)
2,663,097
Loss after income tax expense
for the year
Other comprehensive income
for the year, net of tax
Total comprehensive income
for the year
Reallocation of value of
expired and cancelled equity
Vested & lapsed options
Share issue
Share issue costs
Issue of shares in
consideration for Nucleus
Transactions with owners in
their capacity as owners:
Share-based payments (note
28)
-
-
-
-
(5,977)
(5,977)
-
-
-
-
-
-
-
-
(2,497,252)
(2,497,252)
-
(5,977)
-
(2,497,252)
(2,503,229)
-
-
7,363,641
(540,568)
180,000
-
-
-
-
-
-
(4,126)
-
-
(48,025)
-
-
-
-
-
-
-
48,025
4,126
-
-
-
-
7,363,641
(540,568)
-
-
(180,000)
-
-
-
-
308,534
-
-
-
308,534
Balance at 30 June 2018
67,039,044
(19,703)
385,318
42,946
180,000 (60,336,130)
7,291,475
Consolidated
Foreign
currency
translation
reserve
$
Share option
reserves
$
Share loan
plan
reserve
$
Issued
capital
$
Other
reserve
$
Accumulated
losses
$
Total equity
$
Balance at 1 July 2018
67,039,044
(19,703)
385,318
42,946
180,000 (60,336,130)
7,291,475
Loss after income tax expense
for the year
Other comprehensive income
for the year, net of tax
Total comprehensive income
for the year
Reallocation of value of
expired and cancelled equity
Share issue
Share issue costs/adjustment
Transactions with owners in
their capacity as owners:
Share based payments (note
28)
-
-
-
-
1,800
26,148
-
909
909
-
-
-
-
-
-
-
-
-
-
-
-
(23,177)
-
-
-
-
387,448
-
-
-
-
-
-
-
-
(411,326)
(411,326)
-
909
(411,326)
(410,417)
23,177
-
-
-
1,800
26,148
-
387,448
Balance at 30 June 2019
67,066,992
(18,794)
772,766
19,769
180,000 (60,724,279)
7,296,454
The above statement of changes in equity should be read in conjunction with the accompanying notes
30
Patrys Limited
Statement of cash flows
For the year ended 30 June 2019
Cash flows from operating activities
Payments to suppliers and employees (inclusive of GST)
Receipts from interest and other income
Receipts from R&D tax incentive
Receipts from government grants
Receipts from insurance Recoveries
Receipts from licensing income
Note
Consolidated
2019
$
2018
$
(3,875,262)
101,452
556,129
60,996
3,000,000
27,500
(2,450,880)
31,447
292,776
12,435
-
27,500
Net cash used in operating activities
26
(129,185)
(2,086,722)
Cash flows from investing activities
Payments for property, plant and equipment
Payments for term deposit
Receipts from term deposit
Net cash from/(used in) investing activities
Cash flows from financing activities
Proceeds from issue of shares
Proceeds from exercise of options
Share issue transaction costs
Net cash from financing activities
(4,062)
-
2,000,000
(4,125)
(2,000,000)
-
1,995,938
(2,004,125)
14
14
-
1,800
-
7,015,265
-
(199,015)
1,800
6,816,250
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
1,868,553
4,605,459
(172)
2,725,403
1,910,952
(30,896)
Cash and cash equivalents at the end of the financial year
9
6,473,840
4,605,459
The above statement of cash flows should be read in conjunction with the accompanying notes
31
Patrys Limited
Notes to the financial statements
30 June 2019
Note 1. General information
The financial statements cover Patrys Limited as a Group consisting of Patrys Limited and the entities it controlled at the end
of, or during, the year. The financial statements are presented in Australian dollars, which is Patrys Limited's functional and
presentation currency.
Patrys Limited is a listed public company limited by shares, incorporated and domiciled in Australia.
A description of the nature of the Group's operations and its principal activities are included in the Directors' report, which is
not part of the financial statements.
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 22 August 2019. The
Directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out either in the respective
notes or below. These policies have been consistently applied to all the years presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Going concern
It is noted that for 2019 financial year, the Group incurred a loss from continuing operations after income tax of $411,326
(2018: $2,497,252) and had consolidated net operating cash outflows of $129,185 (2018: $2,086,722).
The financial statements have been prepared on the basis that the Group is a going concern, which contemplates normal
business activity, realisation of assets and the settlement of liabilities in the normal course of business for the following
reasons:
●
●
●
At 30 June 2019, the Group had net current assets of $6,732,668 (2018: $6,688,294);
Cash flow forecasts prepared by management demonstrate that the Group has sufficient funds to meet commitments
over the next twelve months;
At 30 June 2019, the Group recognised a receivable of $644,298 from the R&D tax incentive, which is expected to be
received in the first half of the 2020 financial year.
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, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable, the
revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other
comprehensive income, investment properties, certain classes of property, plant and equipment and derivative financial
instruments.
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 Group'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.
32
Patrys Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the Group only.
Supplementary information about the parent entity is disclosed in note 23.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Patrys Limited ('Company'
or 'parent entity') as at 30 June 2019 and the results of all subsidiaries for the year then ended. Patrys Limited and its
subsidiaries together are referred to in these financial statements as the 'Group'.
Subsidiaries are all those 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 de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the Group are eliminated.
Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by
the Group.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Where the Group loses control over a subsidiary, it derecognises the assets including goodwill, liabilities and non-controlling
interest in the subsidiary together with any cumulative translation differences recognised in equity. The Group recognises
the fair value of the consideration received and the fair value of any investment retained together with any gain or loss in
profit or loss.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Patrys Limited's functional and presentation currency.
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars 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 financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Current and non-current classification
Assets and liabilities are presented in the Statement of financial position based on current and non-current classification.
An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the Group's
normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability
for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is classified as current when: it is either expected to be settled in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no
unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities
are classified as non-current.
33
Patrys Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Deferred tax assets and liabilities are always classified as non-current.
Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at
either amortised cost or fair value depending on their classification. Classification is determined based on both the business
model within which such assets are held and the contractual cash flow characteristics of the financial asset unless, an
accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
Group has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of
recovering part or all of a financial asset, it's carrying value is written off.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an
active market. They are carried at amortised cost using the effective interest rate method. Gains and losses are recognised
in profit or loss when the asset is derecognised or impaired.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised
cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the Group's
assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly
since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to
obtain.
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a
default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets measured at fair value through other comprehensive income, the loss allowance is recognised within
other comprehensive income. In all other cases, the loss allowance is recognised in profit or loss.
Impairment of non-financial assets
Goodwill and other 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 non-
financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the 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 tax authority is included in other receivables or other payables in the Statement of
financial position.
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 tax authority, are presented as operating cash flows.
34
Patrys Limited
Notes to the financial statements
30 June 2019
Note 2. Significant accounting policies (continued)
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the Group for the annual reporting period ended 30 June 2019. The Group's assessment of
the impact of these new or amended Accounting Standards and Interpretations, most relevant to the Group, are set out
below.
AASB 16 Leases
This standard is applicable to annual reporting periods beginning on or after 1 January 2019. The standard replaces AASB
117 'Leases' and for lessees will eliminate the classifications of operating leases and finance leases. Subject to exceptions,
a 'right-of-use' asset will be capitalised in the Statement of financial position, measured at the present value of the
unavoidable future lease payments to be made over the lease term. The exceptions relate to short-term leases of 12 months
or less and leases of low-value assets (such as personal computers and small office furniture) where an accounting policy
choice exists whereby either a 'right-of-use' asset is recognised or lease payments are expensed to profit or loss as incurred.
A liability corresponding to the capitalised lease will also be recognised, adjusted for lease prepayments, lease incentives
received, initial direct costs incurred and an estimate of any future restoration, removal or dismantling costs. Straight-line
operating lease expense recognition will be replaced with a depreciation charge for the leased asset (included in operating
costs) and an interest expense on the recognised lease liability (included in finance costs). In the earlier periods of the lease,
the expenses associated with the lease under AASB 16 will be higher when compared to lease expenses under AASB 117.
However EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) results will be improved as the operating
expense is replaced by interest expense and depreciation in profit or loss under AASB 16. For classification within the
statement of cash flows, the lease payments will be separated into both a principal (financing activities) and interest (either
operating or financing activities) component. For lessor accounting, the standard does not substantially change how a lessor
accounts for leases. The Group will adopt this standard from 1 July 2019 but there is no material effect on Patrys recognition
or measurement as Patrys is not involved in any lease agreements.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Share-based payment transactions
The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by using either the Binomial or Black-Scholes
model taking into account the terms and conditions upon which the instruments were granted. The accounting estimates and
assumptions relating to equity-settled share-based payments would have no impact on the carrying amounts of assets and
liabilities within the next annual reporting period but may impact profit or loss and equity.
Fair value measurement hierarchy
The Group is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy, based on the
lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices (unadjusted) in
active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2: Inputs other than
quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3:
Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant to fair value
and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable
inputs.
35
Patrys Limited
Notes to the financial statements
30 June 2019
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Estimation of useful lives of assets
The Group determines the estimated useful lives and related depreciation and amortisation charges for its property, plant
and equipment and finite life intangible assets. The useful lives could change significantly as a result of technical innovations
or some other event. The depreciation and amortisation charge will increase where the useful lives are less than previously
estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will be written off or written
down.
Income tax
The Group is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining
the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business
for which the ultimate tax determination is uncertain. The Group recognises liabilities for anticipated tax audit issues based
on the Group's current understanding of the tax law. Where the final tax outcome of these matters is different from the
carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such
determination is made.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future
taxable amounts will be available to utilise those temporary differences and losses.
Employee benefits provision
As discussed in note 2, the liability for employee benefits expected to be settled more than 12 months from the reporting
date are recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date. In determining the present value of the liability, estimates of attrition rates and pay increases
through promotion and inflation have been taken into account.
Note 4. Operating segments
Identification of reportable operating segments
A segment is a component of the consolidated entity that engages in business activities to provide products or services within
a particular economic environment. The consolidated entity operates in one business segment, being the conduct of research
and development activities in the biopharmaceutical sector. The Board of Directors assess the operating performance of the
group based on management reports that are prepared on this basis. The group has established activities in more than one
geographical area, however these activities support the research and development conducted by the consolidated entity and
are considered immaterial for the purposes of segment reporting. The group invests excess funds in short term deposits but
this is not regarded as being a separate segment.
Accounting policy for operating segments
Operating segments are presented using the 'management approach', where the information presented is on the same basis
as the internal reports provided to the Chief Operating Decision Makers ('CODM'). The CODM is responsible for the allocation
of resources to operating segments and assessing their performance.
Note 5. Revenue
Licensing income
R&D tax incentive income
Interest income
Government grants
Revenue
Consolidated
2019
$
2018
$
27,500
644,298
111,571
60,996
27,500
455,207
33,834
3,984
844,365
520,525
36
Patrys Limited
Notes to the financial statements
30 June 2019
Note 5. Revenue (continued)
Accounting policy for revenue recognition
The Group recognises revenue as follows:
Licensing income
Licensing income is recognised over the period to which the license pertains.
R&D tax incentive income
Research and development tax incentive income is recognised in the period which the expenditure, giving rise to the tax
benefit, was incurred.
Interest
Interest revenue is recognised as interest accrues.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Note 6. Other income
Insurance recoveries
Consolidated
2019
$
2018
$
3,000,000
-
In relation to insurance settlement for the failed manufacturing runs for PAT-SM6 in 2014 and 2015.
Note 7. Expenses
Loss before income tax includes the following specific expenses:
Depreciation
Plant and equipment
Amortisation
License and registered patents
Total depreciation and amortisation
Operating expenses
Research and development expenses
Employee salary and benefit expense
Defined contribution superannuation expense
Salary and employee benefit expenses
Total employment expenses
Share based payments expense
Share based payments expense
37
Consolidated
2019
$
2018
$
3,311
2,833
45,000
45,000
48,311
47,833
2,144,349
1,307,298
51,464
919,078
41,773
781,280
970,542
823,053
387,449
308,534
Patrys Limited
Notes to the financial statements
30 June 2019
Note 8. Income tax expense
Numerical reconciliation of income tax expense and tax at the statutory rate
Loss before income tax expense
Tax at the statutory tax rate of 30%
Tax effect amounts which are not deductible/(taxable) in calculating taxable income:
Effect of revenue that is not assessable in determining taxable loss
Effect of expenses that are not deductible in determining taxable loss
Deferred tax assets not brought to account
Income tax expense
Deferred tax assets not recognised
Deferred tax assets not recognised comprises temporary differences attributable to:
Tax losses - revenue
Deductible temporary differences
Total deferred tax assets not recognised
Consolidated
2019
$
2018
$
(411,326)
(2,497,252)
(123,398)
(749,176)
(212,728)
561,156
(225,030)
145,818
403,748
199,610
-
-
Consolidated
2019
$
2018
$
15,207,273
363,540
15,273,221
342,964
15,570,813
15,616,185
The benefit of these deferred tax assets (not recognised) will only be obtained if:
(i) the entities derive future assessable income of a nature and of an amount sufficient to enable the benefits from the
deduction for losses to be realised;
(ii) the entities continue to comply with the conditions for deductibility imposed by the law; and no changes in tax legislation
adversely affect the entities in realising the relevant benefits from deduction for the losses; and
(iii) no changes in tax legislation adversely affect the entities in realising the relevant benefits from deduction for the losses.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to be applied when the
assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:
●
●
When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor
taxable profits; or
When the taxable temporary difference is associated with interests in subsidiaries, associates or joint ventures, and the
timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
38
Patrys Limited
Notes to the financial statements
30 June 2019
Note 8. Income tax expense (continued)
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those temporary differences and losses.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
Note 9. Current assets - cash and cash equivalents
Cash at bank
Consolidated
2019
$
2018
$
6,473,840
4,605,459
The Group's exposure to interest rate and foreign currency risk is discussed in Note 17.
Accounting policy for cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
As at 30 June 2019 the Company held a total of $4 million in cash deposits with a maturity date of 90 days.
Note 10. Current assets - trade and other receivables
Accrued revenue
Research & Development incentive receivable
Other receivables
Consolidated
2019
$
2018
$
25,208
681,605
33,735
25,208
593,436
25,081
740,548
643,725
During the period, the Group recognised an accrual for the Research & Development (R&D) tax incentive receivable. Under
this regime, as Patrys has an aggregated annual turnover of under $20 million, it is entitled to a refundable R&D credit of
43.5% (2018: 43.5%) on the eligible R&D expenditure incurred on eligible R&D activities.
The 43.5% (2018: 43.5%) refundable R&D tax offset is accounted for under AASB 120 Accounting for Government Grants
and Disclosure of Government Assistance and is recorded as income in the Statement of profit or loss & other comprehensive
income.
Accounting policy for other receivables
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
39
Patrys Limited
Notes to the financial statements
30 June 2019
Note 11. Current assets - other financial assets
Prepayments
Term deposit
Note 12. Non-current assets - intangibles
Intellectual property - at cost
Less: Accumulated amortisation
Consolidated
2019
$
2018
$
139,356
-
99,680
2,000,000
139,356
2,099,680
Consolidated
2019
$
2018
$
720,000
(146,250)
720,000
(101,250)
573,750
618,750
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 July 2017
Amortisation expense
Balance at 30 June 2018
Amortisation expense
Balance at 30 June 2019
Intellectual
property
$
663,750
(45,000)
618,750
(45,000)
573,750
In 2016 the Group acquired Nucleus intellectual property. The acquisition provides Patrys with licence rights to a portfolio of
novel anti-DNA antibodies that penetrate cell nuclei. This novel pre-clinical oncology asset and platform has multiple potential
applications to treat a range of cancers.
Intangible assets comprise licences, intellectual property, trademarks and registered patents and have a finite useful life.
Amortisation has been historically calculated using straight line method over the estimated useful life, which ranges from 5
to 20 years. The Group amortises the Nucleus intellectual property based on an estimated useful life of 16 years.
Amortisation and impairment expense is included in the line item ‘research and development’ in the Statement of profit or
loss and other comprehensive income.
Intellectual property which includes platform technology and product related intellectual property is reviewed on a regular
basis and where a decision has been made not to pursue a product, the remaining value recorded as an asset is impaired.
At balance date, the directors also review the intellectual property portfolio to determine whether there are any indicators of
impairment related to intellectual property.
40
Patrys Limited
Notes to the financial statements
30 June 2019
Note 12. Non-current assets - intangibles (continued)
Accounting policy for intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition. Intangible assets acquired separately are initially recognised at cost. Indefinite life intangible
assets are not amortised and are subsequently measured at cost less any impairment. Finite life intangible assets are
subsequently measured at cost less amortisation and any impairment. The gains or losses recognised in profit or loss arising
from the derecognition of intangible assets are measured as the difference between net disposal proceeds and the carrying
amount of the intangible asset. The method and useful lives of finite life intangible assets are reviewed annually. Changes in
the expected pattern of consumption or useful life are accounted for prospectively by changing the amortisation method or
period.
Intellectual property
Significant costs associated with intellectual property are deferred and amortised on a straight-line basis over the period of
their expected benefit, being their finite life of 16 years.
Note 13. Current liabilities - trade and other payables
Trade payables
Other creditors and accruals
Consolidated
2019
$
2018
$
198,994
280,272
220,383
354,181
479,266
574,564
Refer to note 17 for further information on financial instruments.
Accounting policy for trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year and
which are unpaid. Due to their short-term nature they are measured at amortised cost and are not discounted. The amounts
are unsecured and are usually paid within 30 days of recognition.
Note 14. Equity - issued capital
Ordinary shares - fully paid
1,069,757,969 1,070,225,902
67,066,992
67,039,044
Consolidated
2019
Shares
2018
Shares
2019
$
2018
$
41
Patrys Limited
Notes to the financial statements
30 June 2019
Note 14. Equity - issued capital (continued)
Movements in ordinary share capital
Details
Date
Shares
Issue price
$
Balance
Tranche 2 consideration shares issued to
shareholders of Nucleus Therapeutics Pty Ltd
Rights issue
Share issue costs
Share issue
Share issue
Share issue
Share issue costs
Expiration of shares from share loan plan
Expiration of shares from share loan plan
Balance
Share issue
Share issue costs*
Expiration of shares from share loan plan
1 July 2017
744,432,206
60,035,971
31 July 2017
16 February 2018
23 May 2018
23 May 2018
23 May 2018
27 June 2018
30 June 2018
30 June 2018
3 September 2018
30 June 2019
34,789,333
142,074,313
-
8,139,744
135,294,117
6,176,470
-
(642,781)
(37,500)
1,070,225,902
250,000
-
(717,933)
$0.0051
$0.0170
$0.0000
$0.0170
$0.0340
$0.0340
$0.0000
$0.0000
$0.0000
$0.0072
$0.0000
$0.0000
180,000
2,415,265
(99,398)
138,376
4,600,000
210,000
(441,170)
-
-
67,039,044
1,800
26,148
-
67,066,992
Balance
30 June 2019
1,069,757,969
*Share issue cost include an adjustment related to GST incurred in prior period.
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.
Capital risk management
The Group's objective when managing capital is to safeguard its ability to continue as a going concern, so that it can provide
returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost
of capital.
Capital is regarded as total equity, as recognised in the consolidated Statement of financial position, plus net debt. Net debt
is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt.
The Group would look to raise capital when an opportunity to invest in a business or company was seen as value adding
relative to the current Company's share price at the time of the investment. The Group 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.
The capital risk management policy remains unchanged from the 30 June 2018 Annual Report.
Accounting policy for issued capital
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.
42
Patrys Limited
Notes to the financial statements
30 June 2019
Note 15. Equity - reserves
Foreign currency reserve
Share options reserve
Share loan plan reserve
Other reserves
Consolidated
2019
$
2018
$
(18,794)
772,766
19,769
180,000
(19,703)
385,318
42,946
180,000
953,741
588,561
Foreign currency reserve
Exchange differences relating to translation from functional currencies of the Group’s foreign controlled entities into Australian
Dollars are bought to account by entries made directly to the foreign currency translation reserve.
Share loan plan reserve
The share loan plan reserve arise on issue of equity under the Loan Share Plan or the Executive Share Option Plan to
executives and senior employees. Amounts are transferred out of the reserves and into issued capital when the loans are
repaid or the options are exercised. Amounts are transferred to accumulated losses when the shares or options are cancelled.
Further information about share based payments to Directors and key management personnel is made at Note 28 of the
financial statements.
Share based payment reserve
The equity settled share based payment reserves arise on issue of options under the Employee Share Based Payment plan
to executives and senior employees. Amounts are transferred out of the reserves and into issued capital when the options
are converted to shares. Amounts are transferred to accumulated losses when the shares or options are cancelled. Further
information about share based payments to Directors and key management personnel is provided at Note 28 of the financial
statements.
Other reserves
The other reserve consists of Tranche 3 shares for the acquisition of Nucleus Intellectual Property. When the Group meets
the relevant milestone and the shares are issued, the amount is transferred out of the reserve and into issued capital.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out in the Statement of changes
in equity
Note 16. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Note 17. Financial instruments
Financial risk management objectives
The Group’s treasury function monitors and manages the financial risks relating to the operations of the Group through
internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including
currency risk, fair value interest rate risk and price risk), credit risk and liquidity risk. There have been no changes to these
risks since the previous financial year.
The Board of Directors ensures that the Group maintains a competent management structure capable of defining, analysing,
measuring and reporting on the effective control of risk inherent in the Group’s underlying financial activities and the
instruments used to manage risk. Key financial risks including interest rate risk and foreign currency risk are reviewed by
management on a regular basis and are communicated to the Board so that it can evaluate and impose its oversight
responsibility. The Group does not enter into or trade financial instruments, including derivative financial instruments, for
speculative purposes. The Company and the Group have a policy regarding foreign exchange risk management. This and
other financial risks are managed prudently by the Board and the Audit and Risk Committee.
43
Patrys Limited
Notes to the financial statements
30 June 2019
Note 17. Financial instruments (continued)
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while
maximising and optimisation of the return to stakeholders through the optimisation of the debt and equity balance.
The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the
parent, comprising issued capital, reserves and retained earnings as disclosed in Notes 14, and 15, respectively. The Group
operates globally, primarily through subsidiary companies established in the markets in which the Group trades. None of the
Group’s entities are subject to externally imposed capital requirements.
Operating cash flows are used to maintain and expand the Group’s assets.
Market risk
Foreign currency risk
The Group’s activities expose it primarily to the financial risks of changes in foreign currency rates. The Group’s exposure to
foreign currency is predominately in US dollars, Pound Sterling and Euros. The Group has maintained cash in US dollars,
Pound Sterling and Euros to cover a portion of its anticipated US dollar and Euro expenditures.
The Group undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuation
arise. Exchange rate exposures are managed within approved policy parameters. The Group manages the currency risk by
monitoring the trend of the US dollar, Pound Sterling and Euro. The Group maintains US dollar, Pound Sterling and Euro
bank accounts to cover a portion of its anticipated expenditures in the respective foreign currencies.
The carrying amount of the Group's foreign currency denominated financial assets and financial liabilities at the reporting
date were as follows:
Consolidated
US dollars
Euros
Pound Sterling
Assets
Liabilities
2019
$
2018
$
2019
$
2018
$
28,090
169,557
14,337
27,337
166,316
15,162
13,429
164,219
-
16,924
161,970
10,968
211,984
208,815
177,648
189,862
Consolidated - 2019
% change
AUD strengthened
Effect on loss
before tax
Effect on
equity
AUD weakened
Effect on loss
before tax
Effect on
equity
% change
US Dollars
Euros
Pound Sterling
10%
10%
10%
(1,332)
(486)
(1,303)
(1,332)
(486)
(1,303)
(10%)
(10%)
(10%)
(3,121)
(3,121)
1,630
593
1,593
3,816
1,630
593
1,593
3,816
Consolidated - 2018
% change
AUD strengthened
Effect on loss
before tax
Effect on
equity
AUD weakened
Effect on loss
before tax
Effect on
equity
% change
US Dollars
Euros
Pound Sterling
10%
10%
10%
(946)
(395)
(382)
(946)
(395)
(382)
(10%)
(10%)
(10%)
(1,723)
(1,723)
44
1,158
483
465
2,106
1,158
483
465
2,106
Patrys Limited
Notes to the financial statements
30 June 2019
Note 17. Financial instruments (continued)
Price risk
Price risk is the risk that future cashflows derived from financial instruments will be changed as a result of a market price
movement, other than foreign currency rates and interest rates. The Group is not exposed to any material commodity price
risks.
Interest rate risk
The Group's exposure to market interest rates relates primarily to the Group's short term deposits held and deposits at call.
The variance in market interest rates on interest income is not material.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the
Group. The Group has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral
where appropriate as a means of mitigating the risk of financial loss from defaults.
The Group has adopted a lifetime expected loss allowance in estimating expected credit losses to trade receivables through
the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are considered representative
across all customers of the Group based on recent sales experience, historical collection rates and forward-looking
information that is available.
In addition, receivable balances are monitored on an ongoing basis with the result that the Group's exposure to bad debts is
not significant. There are no significant concentrations of credit risk within the Group and financial instruments are spread
amongst a number of financial institutions to minimise the risk of default of counterparties.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to pay its debts as and when they fall due. The Group has no borrowings
at reporting date and the Directors ensure that the cash on hand is sufficient to meet the commitments of the Group at all
times during the research and development phase.
The Group manages liquidity risk by monitoring forecast cash flows and ensuring that adequate cash and where necessary
unutilised borrowing facilities are maintained.
Remaining contractual maturities
The following tables detail the Group's remaining contractual maturity for its financial instrument liabilities. The tables have
been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial
liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual
maturities and therefore these totals may differ from their carrying amount in the Statement of financial position.
Consolidated - 2019
Non-derivatives
Non-interest bearing
Trade payables
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
479,266
479,266
-
-
-
-
-
-
479,266
479,266
45
Patrys Limited
Notes to the financial statements
30 June 2019
Note 17. Financial instruments (continued)
Consolidated - 2018
Non-derivatives
Non-interest bearing
Trade payables
Total non-derivatives
Weighted
average
interest rate
%
1 year or less
$
Between 1
and 2 years
$
Between 2
and 5 years
$
Over 5 years
$
Remaining
contractual
maturities
$
-
574,564
574,564
-
-
-
-
-
-
574,564
574,564
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 18. Fair value measurement
Accounting policy for fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Note 19. Key management personnel disclosures
Directors
The following persons were Directors of Patrys Limited during the financial year:
Mr. John Read
Mr Michael Stork
Dr. James Campbell
Ms. Suzy Jones
Other key management personnel
The following person also had the authority and responsibility for planning, directing and controlling the major activities of the
Group, directly or indirectly, during the financial year:
Ms. Melanie Leydin
46
Patrys Limited
Notes to the financial statements
30 June 2019
Note 19. Key management personnel disclosures (continued)
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the Group is set out
below:
Short-term employee benefits
Post-employment benefits
Long-term benefits
Note 20. Remuneration of auditors
Consolidated
2019
$
2018
$
680,102
25,000
270,330
626,061
20,052
20,937
975,432
667,050
During the financial year the following fees were paid or payable for services provided by, the auditor of the Company:
Audit services -
Audit or review of the financial statements
Other services -
Review and Lodgement of corporate tax returns
Consolidated
2019
$
2018
$
55,705
55,804
18,589
20,906
74,294
76,710
Note 21. Commitments
Patrys has entered into several agreements whereby Patrys is obliged to make royalty payments on future sales and make
future cash milestone payments if certain events occur. These agreements include:
- Vollmers Acquisition Agreement: milestone payments and royalty payments;
- OncoMab Acquisition Agreement: royalty payments;
- Würzburg Cooperation Agreements: royalty payments; and
- Confirmation Assignment Agreement: Patrys, University of Würzburg and Acceptys, Inc.: royalty payments.
Vollmers Acquisition Agreement
Patrys is committed to making certain milestone payments if certain hurdles are achieved as follows:
●
●
●
Milestone payments for products derived from the Vollmers Hybridomas and Residual Hybridomas, payable only once
for each product, in the amount of $250,000 upon attaining the first Phase II clinical trials and a payment upon attaining
regulatory approval in any of the following markets: US, Japan, UK, France, Germany, Italy or Spain;
Milestone payments for products derived from the PAT-SM6 LDL Rights in the amount of $250,000 upon attaining
Phase 2 clinical trials, $400,000 for attaining Phase 3 clinical trials and a payment for regulatory approval in a major
market; and
Certain later stage milestone payments (at regulatory approval) and royalties on sales of products derived from the
assigned assets are also payable in amounts and at rates that are typical in the industry for transactions of this nature
and for such products.
47
Patrys Limited
Notes to the financial statements
30 June 2019
Note 21. Commitments (continued)
OncoMab Acquisition Agreement
Patrys must pay to OncoMab certain royalties on sales of products derived from the assigned assets in amounts and at rates
that are typical in the industry for transactions of this nature and for such products.
University of Wurzberg Cooperation Agreement
The University of Würzburg assigned to Patrys all of its rights, title and interest in a library of hybridomas in consideration for
payment of a lump sum of US$75,000 and royalties payable on the sale of products that derive from the New IPR. These
payments and royalty rates are typical in the industry for transactions of such nature.
Confirmation Assignment Agreement
The University of Würzburg assigned to Patrys all of its rights, title and interest in a library of hybridomas in consideration for
payment of a lump sum of US$75,000 and royalties payable on the sale of products that derive from the New IPR. These
payments and royalty rates are typical in the industry for transactions of such nature.
Capital expenditure commitments
There was no capital expenditure contracted for at reporting date but not provided for in the accounts.
Operating and finance lease commitments
There are no operating or finance lease commitments in place at 30 June 2019.
Licence agreement
Patrys has entered into a number of licence agreements in respect of technologies and assets as outlined below:
Patrys - Crucell 2009 Research Licence Agreement
In July of 2009, Patrys entered into a research licence agreement with Crucell Holland B.V., covering the use of Crucell’s
PER.C6® human antibody production technologies for potential use for 5 Patrys’ products, including PAT-SM6 and PAT-
LM1. Patrys is committed to make an annual license fee of €50,000. If Patrys wishes to commercialise any of the products
developed under the research licence agreement it has the right to enter into a commercial license with Crucell which would
incur annual payments and royalties payable on the sale of products that derive from the licensed PER.C6® cell line. These
payments and royalty rates are typical in the industry for transactions of such nature.
Patrys - Debiovision - Option License and Assignment Agreement
In August of 2009, Patrys acquired the rights to product SC-1 (renamed PAT-SC1) from Debiovision Inc. Once developed,
Patrys royalties will be payable to Debiovision on the sale of products that derive from PAT-SC1. These royalty rates are
typical in the industry for transactions of this nature.
Nucleus Therapeutics – Yale University – License, Commercialisation and Development Agreement
In March of 2016, Patrys acquired the private company Nucleus Therapeutics Pty Ltd, in order to obtain the global license
for the development as anti-cancer agents the antibodies 3E10 and 5C6 from Yale University. Once developed, certain
milestone payments and royalties will be payable to Yale University regarding products that derive from 3E10 and/or 5C6.
These milestones and royalties are typical in the industry for transactions of this nature.
Payload Therapeutics – Yale University – License, Commercialisation and Development Agreement
In June of 2017, Payload Therapeutics (a wholly-owned subsidiary of Patrys) obtained the global license for the development
as anti-cancer agents the antibodies 3E10 nanoparticles from Yale University. Once developed, certain milestone payments
and royalties will be payable to Yale University regarding products that derive from 3E10 nanoparticles. These milestones
and royalties are typical in the industry for transactions of this nature.
Note 22. Related party transactions
Parent entity
Patrys Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 24.
48
Patrys Limited
Notes to the financial statements
30 June 2019
Note 22. Related party transactions (continued)
Key management personnel
Disclosures relating to key management personnel are set out in note 19 and the remuneration report included in the
Directors' report.
Transactions with related parties
There were no transactions with related parties during the current and previous financial year.
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
2019
$
2018
$
Current payables:
Trade payables to director related entity of Mr. John Read for directors' fees for his services*
23,750
23,750
*
The fees outstanding for 2019 were paid to Mr. Read on 15 July 2019.
Loans to/from related parties
Transactions with controlled entities
The parent entity has signed a Services Agreement with Patrys GmbH (a wholly owned subsidiary) to reimburse the
subsidiary its expenses plus 5%. The amount expensed for the period to 30 June 2019 was $nil (2018: $1,520). At 30 June
2019 there was an inter-company loan balance owed to Patrys GmbH of $440,344 (2018: $440,568). This loan is non-interest
bearing and unsecured.
The parent entity also has intercompany loans with Nucleus Therapeutics and Payload Therapeutics (both wholly owned
subsidiaries). At 30 June 2019, the parent entity has receivables of $4,564,208 and $155,060 for each subsidiary
respectively. The loans are non-interest bearing and unsecured.
Terms and conditions
All transactions were made on normal commercial terms and conditions and at market rates.
Note 23. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Profit/(loss) after income tax
Total comprehensive income
Parent
2019
$
2018
$
1,615,575
(1,357,926)
1,615,575
(1,357,926)
49
Patrys Limited
Notes to the financial statements
30 June 2019
Note 23. Parent entity information (continued)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Share options reserve
Share loan plan reserve
Accumulated losses
Total equity
Parent
2019
$
2018
$
11,291,603
7,194,868
11,871,736
10,229,490
605,948
646,358
622,296
1,108,128
67,066,992
952,767
19,769
(56,790,088)
67,039,044
565,318
42,946
(58,525,946)
11,249,440
9,121,362
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 30 June 2019.
Contingent liabilities
The parent entity had no contingent liabilities as at 30 June 2019.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 30 June 2019.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the Group, as disclosed in note 2, except for the
following:
●
Investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
Note 24. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Name
Principal place of business /
Country of incorporation
Patrys GmbH
Nucleus Therapeutics Pty Ltd
Payload Therapeutics Pty Ltd (incorporated on 27 May
2017)
Germany
Australia
Australia
Ownership interest
2018
%
2019
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Note 25. Events after the reporting period
No matter or circumstance has arisen since 30 June 2019 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
50
Patrys Limited
Notes to the financial statements
30 June 2019
Note 26. 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
Unrealised foreign exchange losses
Share based payments
Change in operating assets and liabilities:
Increase in trade and other receivables
Increase in prepayments
Increase/(decrease) in trade and other payables
Increase in other provisions
Net cash used in operating activities
Note 27. Earnings per share
Consolidated
2019
$
2018
$
(411,326)
(2,497,252)
48,311
1,085
387,448
47,833
31,744
308,534
(96,823)
(39,676)
(95,298)
77,094
(142,996)
(20,820)
159,441
26,794
(129,185)
(2,086,722)
Consolidated
2019
$
2018
$
Loss after income tax attributable to the Owners of Patrys Limited
(411,326)
(2,497,252)
Weighted average number of ordinary shares used in calculating basic earnings per share
1,070,431,381
941,191,556
Weighted average number of ordinary shares used in calculating diluted earnings per share 1,070,431,381
941,191,556
Number
Number
Basic earnings per share
Diluted earnings per share
Accounting policy for earnings per share
Cents
Cents
(0.0384)
(0.0384)
(0.2653)
(0.2653)
Basic earnings per share
Basic earnings per share is calculated by dividing the loss attributable to the Owners of Patrys Limited, excluding any costs
of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the
financial year, adjusted for bonus elements in ordinary shares issued during the financial year.
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 shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
Note 28. Share based payments
The following share-based payment arrangements were in existence during the current and/or prior reporting period:
51
Patrys Limited
Notes to the financial statements
30 June 2019
Note 28. Share based payments (continued)
Employee equity
The Company issues equity to Patrys (including subsidiaries Patrys GmbH, Nucleus Therapeutics and Payload Therapeutics)
directors, employees and key consultants under either the Loan Share Plan (LSP) or the Executive Share Option Plan
(ESOP). Under the plans, participants are issued with equity to foster an ownership culture within the Company to motivate
them to achieve performance targets of the Group. Participation in the plans is at the Board’s discretion and no individual
has a contractual right to participate in the plans or to receive any guaranteed benefits.
The Company introduced the LSP in December 2009, following approval of the plan at the 2009 Annual General Meeting.
Only Australian residents are eligible to participate in the plan. The plan allows non-recourse, interest free loans to be
provided to eligible participants to acquire shares under the plan. When an issue is made it is treated as an in-substance
grant of options and expensed over the vesting period because of the limited recourse nature of the loans. Generally shares
issued under the plan vest over a three year period. The shares are acquired in the name of the participant and each
participant authorises and appoints the Company Secretary to act on their behalf. Any dividends paid on the shares are used
to repay the loan. If the participant leaves the Company, any shares that have not vested are bought back by the Company
and cancelled along with the loan. In respect of shares that have vested, generally, the loan balance must be paid in full
within six months of termination of appointment or the shares are sold and the proceeds applied to settle the loan balance.
The issue price of the shares in the Company held under the LSP is not included in equity until the loan has been repaid.
Options are granted under the ESOP. Under the ESOP each option granted converts into one ordinary share of Patrys
Limited. Options are granted under the plan for no consideration and carry no dividend or voting rights. Options may be
exercised at any time from the date of vesting to the date of their expiry. The options are typically issued in two or three equal
tranches which vest over a three year period, each tranche having an expiry date of five years after vesting date. The exercise
period in relation to an option, means the period in which the option may be exercised, and is specified by the Board. If a
participant ceases to be appointed as a Director or employed by any member of the group (other than due to his/her death)
then, generally, options that have vested at the date of cessation of appointment/employment will lapse if not exercised within
six months of the cessation date unless an extension is granted by the Board. In the case of death of the participant then the
exercise period is extended to twelve months. All unvested options will generally lapse on cessation.
The valuations of shares issued under the LSP and options issued under the ESOP are determined by using an industry
standard option pricing model taking into account the terms and conditions upon which the instruments were issued.
The Board aims to ensure that the aggregate number of shares or options which may be issued pursuant to the LSP and
ESOP shall not at any time exceed 5% of the total number of issued shares of the Company. All issues of shares or options
under the plans are subject to approval by the Nomination & Remuneration Committee. In accordance with the rules of both
the LSP and ESOP the Board has the ability to vary the terms in respect of issues in circumstances it considers appropriate.
Set out below are summaries of options granted under the Executive Share Option Plan:
2019
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
24/11/2016
24/11/2016
24/11/2016
19/04/2017
19/04/2017
15/03/2018
15/03/2018
01/06/2018
03/09/2018
22/11/2018
15/03/2019
24/11/2021
24/11/2021
24/11/2021
19/04/2022
01/07/2021
15/03/2023
01/07/2022
18/04/2023
19/04/2022
22/11/2023
15/03/2024
$0.0072
$0.0072
$0.0072
$0.0072
$0.0072
$0.0613
$0.0613
$0.0200
$0.0072
$0.0350
$0.0290
7,999,999
8,000,000
8,000,001
500,000
2,500,000
500,000
2,500,000
2,500,000
-
-
-
32,500,000
-
-
-
-
-
-
-
-
-
32,000,000
3,000,000
35,000,000
-
-
-
-
-
-
-
-
(250,000)
-
-
(250,000)
-
-
-
-
-
-
-
-
-
-
-
-
7,999,999
8,000,000
8,000,001
500,000
2,500,000
500,000
2,500,000
2,500,000
(250,000)
32,000,000
3,000,000
67,250,000
Weighted average exercise price
$0.0132
$0.0345
$0.0072
$0.0000
$0.0242
52
Patrys Limited
Notes to the financial statements
30 June 2019
Note 28. Share based payments (continued)
2018
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
02/12/2009
01/07/2010
01/07/2010
08/12/2011
08/12/2011
08/12/2011
21/08/2012
21/08/2012
21/08/2012
20/05/2014
20/05/2014
20/05/2014
24/11/2016
24/11/2016
24/11/2016
19/04/2017
19/04/2017
15/03/2018
15/03/2018
01/06/2018
27/11/2017
01/07/2017
01/07/2018
08/12/2017
08/12/2018
08/12/2019
21/08/2018
21/08/2019
21/08/2020
20/05/2020
20/05/2021
20/05/2022
24/11/2021
24/11/2021
24/11/2021
19/04/2022
01/07/2021
15/03/2023
01/07/2022
18/04/2023
$0.1440
$0.1060
$0.1060
$0.0390
$0.0390
$0.0390
$0.0220
$0.0220
$0.0220
$0.0500
$0.0500
$0.0500
$0.0072
$0.0072
$0.0072
$0.0072
$0.0072
$0.0613
$0.0613
$0.0200
5,952
3,600
3,600
7,334
7,333
7,333
10,000
10,000
10,000
25,000
25,000
25,000
7,999,999
8,000,000
8,000,001
500,000
2,500,000
-
-
-
27,140,152
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
500,000
2,500,000
2,500,000
5,500,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(5,952)
(3,600)
(3,600)
(7,334)
(7,333)
(7,333)
(10,000)
(10,000)
(10,000)
(25,000)
(25,000)
(25,000)
-
-
-
-
-
-
-
-
(140,152)
-
-
-
-
-
-
-
-
-
-
-
-
7,999,999
8,000,000
8,000,001
500,000
2,500,000
500,000
2,500,000
2,500,000
32,500,000
Weighted average exercise price
$0.0074
$0.0425
$0.0000
$0.0491
$0.0132
Set out below are the options exercisable at the end of the financial year:
Grant date
Expiry date
24/11/2016
24/11/2016
19/04/2017
19/04/2017
15/03/2018
15/03/2018
01/06/2018
22/11/2018
15/03/2019
24/11/2021
24/11/2021
19/04/2022
01/07/2021
15/03/2023
01/07/2022
18/04/2023
22/11/2023
15/03/2024
2019
2018
Number
Number
7,999,999
8,000,000
250,000
2,500,000
500,000
1,250,000
2,500,000
32,000,000
3,000,000
7,999,999
8,000,000
500,000
2,500,000
500,000
1,250,000
2,500,000
-
-
57,999,999
23,249,999
The weighted average remaining contractual life of options outstanding at the end of the financial year was 3.525 years
(2018: 3.555 years).
53
Patrys Limited
Notes to the financial statements
30 June 2019
Note 28. Share based payments (continued)
For the options granted during the current financial year, the valuation model inputs used to determine the fair value at the
grant date, are as follows:
Grant date
Expiry date
22/11/2018
22/11/2018
22/11/2018
15/03/2019
22/11/2023
22/11/2023
22/11/2023
15/03/2024
Share price Exercise
at grant date
price
Expected
volatility
Dividend
Risk-free
Fair value
yield
interest rate at grant date
$0.0260
$0.0260
$0.0260
$0.0220
$0.0350
$0.0350
$0.0350
$0.0290
130.00%
130.00%
130.00%
100.00%
-
-
-
-
2.38%
2.38%
2.38%
1.69%
$0.02190
$0.01330
$0.01650
$0.01565
Set out below are summaries of shares issued under the Loan Share Plan:
2019
Loan Share Plan - Series
Issue price $
Balance at
start of year
Adjustments
Loans repaid
during year
Loans
cancelled
during year
Balance at
end of year
Employee LSP Tranche 6
Employee LSP Tranche 10
Employee LSP Tranche 11
Employee LSP Tranche 12
Employee LSP Tranche 13
Employee LSP Tranche 14
Employee LSP Tranche 16
Employee LSP Tranche 17
Employee LSP Tranche 18
Employee LSP Tranche 19
2018:
$0.106
$0.039
$0.039
$0.022
$0.022
$0.022
$0.038
$0.050
$0.050
$0.050
147,101
204,999
204,999
255,000
255,000
255,000
37,500
100,000
100,000
100,000
1,659,599
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(147,101)
(204,999)
(13,333)
(255,000)
(60,000)
-
(37,500)
-
-
-
-
-
191,666
-
195,000
255,000
-
100,000
100,000
100,000
(717,933)
941,666
Loan Share Plan - Series
Issue price $
Balance at
start of year
Adjustments
Loans repaid
during year
Loans
cancelled
during year
Balance at
end of year
Director LSP Tranche 3
Employee LSP Tranche 3
Employee LSP Tranche 4
Employee LSP Tranche 5
Employee LSP Tranche 6
Employee LSP Tranche 9
Employee LSP Tranche 10
Employee LSP Tranche 11
Employee LSP Tranche 12
Employee LSP Tranche 13
Employee LSP Tranche 14
Employee LSP Tranche 15
Employee LSP Tranche 16
Employee LSP Tranche 17
Employee LSP Tranche 18
Employee LSP Tranche 19
$0.144
$0.144
$0.106
$0.106
$0.106
$0.039
$0.039
$0.039
$0.022
$0.022
$0.022
$0.038
$0.038
$0.050
$0.050
$0.050
184,641
106,037
50,248
96,853
147,101
255,002
254,999
254,999
205,000
205,000
205,000
37,500
37,500
100,000
100,000
100,000
-
-
-
-
-
-
-
-
50,000
50,000
50,000
-
-
-
-
-
2,339,880
150,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(184,641)
(106,037)
(50,248)
(96,853)
-
(255,002)
(50,000)
(50,000)
-
-
-
(37,500)
-
-
-
-
-
-
-
-
147,101
-
204,999
204,999
255,000
255,000
255,000
-
37,500
100,000
100,000
100,000
(830,281)
1,659,599
Accounting policy for share-based payments
Equity-settled and cash-settled share-based compensation benefits are provided to employees.
54
Patrys Limited
Notes to the financial statements
30 June 2019
Note 28. Share based payments (continued)
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services. Cash-settled transactions are awards of cash for the exchange of services, where the amount of cash
is determined by reference to the share price.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either the Binomial or 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, together with non-vesting conditions that do not determine
whether the Group receives the services that entitle the employees to receive payment. No account is taken of any other
vesting conditions.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
The cost of cash-settled transactions is initially, and at each reporting date until vested, determined by applying either the
Binomial or Black-Scholes option pricing model, taking into consideration the terms and conditions on which the award was
granted. The cumulative charge to profit or loss until settlement of the liability is calculated as follows:
●
during the vesting period, the liability at each reporting date is the fair value of the award at that date multiplied by the
expired portion of the vesting period.
from the end of the vesting period until settlement of the award, the liability is the full fair value of the liability at the
reporting date.
●
All changes in the liability are recognised in profit or loss. The ultimate cost of cash-settled transactions is the cash paid to
settle the liability.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the Group or employee, the failure to satisfy the condition is treated as a
cancellation. If the condition is not within the control of the Group or employee and is not satisfied during the vesting period,
any remaining expense for the award is recognised over the remaining vesting period, unless the award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
55
Patrys Limited
Directors' declaration
30 June 2019
In the Directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the Group's financial position as at 30 June
2019 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Mr. John Read
Chairman
22 August 2019
56
Tel: +61 3 9603 1700
Fax: +61 3 9602 3870
www.bdo.com.au
Collins Square, Tower Four
Level 18, 727 Collins Street
Melbourne VIC 3008
GPO Box 5099 Melbourne VIC 3001
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Patrys Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Patrys Limited (the Company) and its subsidiaries (the Group),
which comprises the consolidated statement of financial position as at 30 June 2019, the consolidated
statement of profit or loss and other comprehensive income, the consolidated statement of changes in
equity and the consolidated statement of cash flows for the year then ended, and notes to the
financial report, including a summary of significant accounting policies and the directors’ declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
(ii)
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 ended on that date; and
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance
with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
BDO East Coast Partnership ABN 83 236 985 726 is a member of a national association of independent entities which are all members of BDO Australia Ltd
ABN 77 050 110 275, an Australian company limited by guarantee. BDO East Coast Partnership and BDO Australia Ltd are members of BDO International Ltd,
a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved
under Professional Standards Legislation, other than for the acts or omissions of financial services licensees.
Recoverability of Nucleus Intellectual Property How the matter was addressed in our audit
Refer to Note 12 of the accompanying financial
In assessing intellectual property for any indicators of
statements.
impairment we have performed the following audit
At 30 June 2019 the statement of financial position
procedures:
includes an intangible asset with a carrying value of
•
Obtained a copy of management’s
$573,750 in relation to the Nucleus Intellectual
impairment assessment and challenged the
Property acquired in 2016.
As an intangible asset with a finite life, management
must perform an annual review to test for any
indicators of impairment. Considerable judgement is
required with respect to a number of assumptions
relating to the asset’s development potential including
future market and economic conditions.
key assumptions and adherence to AASB 136
Impairment of Assets and AASB 138
Intangible assets.
Reviewed expenditure incurred in relation to
the intangible asset to confirm ongoing
development of the assets.
Considered whether there were any
subsequent events that may impact the
intangible asset impairment assessment.
•
•
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2019, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the 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 has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 18 to 24 of the directors’ report for the
year ended 30 June 2019.
In our opinion, the Remuneration Report of Patrys 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.
BDO East Coast Partnership
Tim Fairclough
Partner
Melbourne, 22 August 2019
Patrys Limited
Shareholder information
30 June 2019
The shareholder information set out below was applicable as at 15 August 2019.
Distribution of equitable securities
Analysis of number of equitable security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Number
of holders
of ordinary
shares
Number
of units
109
58
125
1,058
9,949
228,496
1,078,806
47,872,370
876 1,023,400,704
2,226 1,072,590,325
597
6,312,299
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
STORK HOLDINGS 2010 LTD
DR DAX MARCUS CALDER
NATIONAL NOMINEES LIMITED
KEMAST INVESTMENTS PTY LTD (KM STOKES S/F NO 1 A/C)
STAFFWEAR PTY LTD (DAX CALDER SUPER FUND A/C)
MR MLADEN MARUSIC
ONCOMAB GMBH
MARGINATA PTY LTD (ROY BOLTON SUPER FUND A/C)
YALE UNIVERSITY
MR XIAOKE XIE
LGL TRUSTEES LIMITED (THE KONDA FAMILY A/C)
DAX CALDER PTY LTD
ESTELLEANNE PTY LTD
LGL TRUSTEES LIMITED (MK PENSION PLAN-473278 A/C)
VALUI PTY LTD (FORTIS SUPER FUND A/C)
MS LISA SHARON ALLEY
MR STEVEN JAMES STREICHER
PHIPPS FAMILY FUND PTY LTD (PHIPPS FAMILY FUND A/C)
MS KARIN JONES
MR PAUL ANTHONY HENRY
Unquoted equity securities
Options over ordinary shares issued
60
Ordinary shares
% of total
Number held
shares
issued
98,773,814
85,000,000
71,185,619
29,411,765
23,269,274
21,539,068
20,250,000
20,000,000
16,116,324
14,000,000
13,999,999
12,000,000
12,000,000
10,823,529
10,500,010
9,100,000
8,200,000
7,500,000
7,454,546
7,000,000
9.23
7.95
6.65
2.75
2.18
2.01
1.89
1.87
1.51
1.31
1.31
1.12
1.12
1.01
0.98
0.85
0.77
0.70
0.70
0.65
498,123,948
46.56
Number
on issue
Number
of holders
67,250,000
9
Patrys Limited
Shareholder information
30 June 2019
Substantial holders
Substantial holders in the Company, as disclosed in substantial holding notices given to the Company, are set out below:
Dr Dax Marcus Calder
Stork Holdings 2010 Ltd
Mason Stevens Limited
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
% of total
Number held
shares
issued
120,117,634
98,773,814
66,254,192
11.19
9.20
6.18
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
There are no other classes of equity securities.
Corporate Governance
The Company’s 2019 Corporate Governance Statement is available at https://www.patrys.com/patrys-corporate-
governance/
61
Corporate Directory
DIRECTORS
Mr. John Read (Non-Executive Chairman)
Dr. James Campbell (Managing Director & CEO)
Mr. Michael Stork (Non-Executive Director and Deputy Chairman)
Ms. Suzy Jones (Non-Executive Director)
COMPANY SECRETARY
Ms. Melanie Leydin
REGISTERED OFFICE
Level 4, 100 Albert Road
South Melbourne VIC 3205
Phone: 03 9692 7222
PRINCIPAL PLACE
OF BUSINESS
Level 4, 100 Albert Road
South Melbourne VIC 3205
Phone: 03 9692 7222
SHARE REGISTER
Computershare Investor Services Pty Limited
AUDITOR
452 Johnston Street
Abbotsford VIC 3067
Phone: 1300 850 505 (within Australia)
Phone: +61 3 9415 5000
BDO East Coast Partnership
Tower 4, Level 18, 727 Collins Street
Melbourne VIC 3008
Australia
STOCK EXCHANGE
LISTING
Patrys Limited shares are listed on the Australian
Securities Exchange (ASX code: PAB)
WEBSITE
www.patrys.com
ANNUAL GENERAL
MEETING
Patrys Limited advises that its Annual General Meeting
will be held on Thursday, 21 November 2019. The time and
other details relating to the meeting will be advised in the
Notice of Meeting to be sent to all Shareholders and released
to the ASX in due course.
62
w w w . p a t r y s . c o m