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ANTEOTECH LTD — Annual Report 2013
Aug 19, 2013
64304_rns_2013-08-19_e55f686f-78fc-4b6a-a14f-f46b5869b760.pdf
Annual Report
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Anteo Diagnostics Limited
ABN: 75 070 028 625
Consolidated Entity
Financial Statements for the year ending 30 June 2013
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
ANNUAL REPORT 30 JUNE 2013
| Contents | Page | Contents | Page | |
|---|---|---|---|---|
| Corporate Directory | 1 | Consolidated Statement of Changes in Equity |
28 | |
| Chairman’s Report | 2 | Consolidated Statement of Cash Flows | 29 | |
| Operating and Financial Review | 3 | Notes to the Financial Statements | 30 | |
| Corporate Governance Statement | 9 | Directors’ Declaration | 55 | |
| Directors’ Report | 17 | Auditor’s Independence Declaration | 56 | |
| Consolidated Income Statement | 26 | Independent Audit Report | 57 | |
| Consolidated Statement of Position |
Financial | 27 | Additional ASX Information | 60 |
CORPORATE DIRECTORY
| Directors | Mr Mark Bouris Non-Executive Chairman |
|---|---|
| Dr Geoffrey Cumming CEO, Executive Director |
|
| Mr Richard Martin Executive Director |
|
| Mrs Sam Andersen Non-Executive Director |
|
| Dr John Hurrell Non-Executive Director |
|
| Company Secretary | Shane Hartwig |
| Registered Office | 4/26 Brandl Street, Eight Mile Plains QLD 4113 |
| Mailing Address | 4/26 Brandl Street, Eight Mile Plains QLD 4113 |
| [email protected] | |
| Website | www.anteodx.com |
| Legal Advisors | ClarkeKann Lawyers |
| 300 Queen Street, Brisbane QLD 4000 | |
| Auditors | Grant Thornton |
| 145 Ann Street, Brisbane QLD 4000 | |
| Patent Attorneys | Freehills Patent Attorneys |
| 101 Collins Street, Melbourne Victoria 3000 | |
| Share Registry | Boardroom Pty Limited |
| Level 2, 28 Margaret Street, Sydney NSW 2000 | |
| Insurance advisors | Marsh Pty Limited |
| 123 Eagle Street, Brisbane QLD 4000 | |
| Yellow Brick Road Wealth Management Pty Limited | |
| 1 Chifley Square, SYDNEY, 2001 | |
| Bankers | Australia and New Zealand Banking Group Limited |
| 3 Sherwood Road, Toowong QLD 4066 |
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CHAIRMAN’S REPORT
Dear Shareholders,
I am pleased to report that 2013 has been another year of solid progress for Anteo Diagnostics and the ongoing commercialisation of our Mix&Go™technology. Our proven and licensed technology continues to gain significant traction in numerous healthcare markets, including in vitro diagnostics (IVD), life science research (LSR) and point of care (POC) diagnostics. Through Mix&Go, Anteo’s aim is to enable earlier detection of disease and assist in the rapid development of novel clinical tests.
Anteo has made substantial progress in the 2013 financial year with the company achieving a number of developments on the commercial front with global healthcare companies and the financial front through the award of a prestigious government grant.
The details of the significant the key commercial events are set out in Operating and Financial Review.
I would like to take this opportunity to comment on the considerable technical progress made during the year. Our technical team have continued strongly along the quality assurance path needed by our industry. A result of their endeavours is an ability to address a broader range of demands successfully and receive greater respect from their peers for the data and reports they submit. In turn our customers are more willing to welcome our capabilities beyond the laboratory into the manufacturing environment.
Anteo continues to be well funded to meet our objectives and following the appointment of Dr John Hurrell to the Board as Non-Executive Director, the company has now completed the Board renewal program which commenced in 2011.
I would like to thank Geoff and our very dedicated team for their efforts in the past year. The Board has full confidence in where the leadership team is taking the company, and we look forward to continued growth in 2014.
I would also like to thank our shareholders for their continued support in what has been a year of substantial progress in very challenging markets. Anteo is in excellent shape and the Board has every confidence that 2014 will be a significant year for the company.
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Mr Mark Bouris Non-Executive Chairman 19[th] August 2013
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
OPERATING AND FINANCIAL REVIEW
OPERATING AND FINANCIAL REVIEW
Anteo Diagnostics Ltd is a company specialising in the development of proprietary surface coatings primarily for the in vitro diagnostics (IVD) and life science research (LSR) industries but with the potential to find application in a broad array of other industries. Our coatings, generically known as Mix&Go™, utilise a completely novel approach to coating synthetic surfaces that is based on multiple, weak, binding forces that together bind molecules gently yet firmly. The Mix&Go concept is embodied in a large number of formulations from which the most suitable for a given application can be chosen. The concept is protected by an ever increasing suite of patents.
REVIEW OF OPERATIONS
Our focus for Mix&Go has been on three large sectors of the global healthcare market: in vitro diagnostics (IVD testing), Point of Care (PoC testing) and Life Science Research (LSR). We have concentrated on these sectors because we believe we can resolve an intractable problem that is common to all three sectors.
The Problem
Attaching fragile proteins to synthetic surfaces is often required in modern drug discovery research, life science R&D as well as for the development of therapeutic and diagnostic products. Depending on the – particular method and application, many different synthetic materials magnetic beads, various plastics, - glass, metals, and porous membranes are used. The surface characteristics of these materials vary enormously as do the type, size, and number of biomolecules to be immobilized. Maintaining the activity of biomolecules on these synthetic surfaces continues to be an industry challenge. Standard chemistries tend to damage a large percentage (up to 80%) of the biomolecules attached to the synthetic surface. Damage results in reduction or loss of function of the biomolecule requiring the manufacturer to either use a large excess of these expensive molecules or suffer reduced performance in their tests.
Mix&Go was designed to address this challenge by applying a principle found in nature. Mussels need to attach themselves to rocks very securely and flexibly in order to dissipate the energy of the crashing waves. To achieve this, mussels use multiple, firm stretchy threads, that can break and reform, to keep them firmly but flexibly attached. Mix&Go employs the same principle by acting like a double sided “molecular Velcro” firmly yet flexibly binding biological molecules to synthetic surfaces.
The Markets
Mix&Go is applicable in situations where biological materials and synthetic surfaces interface and consequently has uses in many fields of application, e.g. immunoassays, protein/cell separation and purification, protein arrays, drug screening.
Anteo has divided the markets it is addressing into two broad groups:
-
Core Market – Large IVD and Point of Care companies developing immunoassays for pathology tests; and
-
Expanded Markets
-
Small and medium sized IVD and Point of Care companies,
-
Life Sciences R&D, incl. biotech/life science, companies and large academic and governmental research institutes (e.g. NICTA, NIH, etc.),
-
Other Biologicals; including bioseparations, biosensors, chips and biofilms,
-
Non Biological applications.
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
OPERATING AND FINANCIAL REVIEW
The Core Market of large companies promises sizable returns but is slow to commit to a novel technology or product. The value Mix&Go can contribute to technical and economic outcomes is recognized by the large companies Anteo works with. Anteo is interacting with the multiple stakeholders that influence decisions within these companies. The area of biosensors, within Point of Care has proven to be particularly exciting for Anteo and work with a major global healthcare company has resulted in a functioning point-of-care prototype instrument, the development of which had not been achieved with traditional approaches. Following this outcome a 12 month paid Feasibility Study was entered into. This project is considerably further advanced than was anticipated in the project plan. Initial work with a global leader in lateral flow POC testing has lead to the commencement of two further paid projects each of which is expected to result in Mix&Go being incorporated into commercial products on completion of the projects.
The Expanded Markets compliment the Core Market and provide risk mitigation with a portfolio approach by diversifying revenue streams, leveraging capabilities and skills developed for the Core Market and broadening the application of Mix&Go into additional markets in the future. As our skill base grows we are continually being sought to resolve problems for different platforms and applications that are directly connected but in slightly different sectors. The most recent example is in the area of bioseparations, where the use of magnetic particles from existing suppliers is considered to be too costly and the current approach requires multiple steps to achieve the desired result. We are finding that Mix&Go can bring significant savings in this area. In non-biological areas we also see a range of potential applications for the use of Mix&Go in fertile fields such as clean technology.
The focus for sales is international, with the world’s market for IVD products being substantially in the US (44%) and Europe (30%). Anteo has started to address the emerging markets, specifically China, which has a forecast CAGR in IVD of 20%. Interactions with an established Chinese firm have shown significant savings in test development and manufacture, crucial in this price sensitive market.
Anteo is also engaging with Australian companies having complimentary assets to broaden its product offerings.
In summary, the markets Anteo is addressing are large and feedback from partners is encouraging. For a high level overview, market data are provided in the table below.
| Market | Size/CAGR Comment* |
Size/CAGR Comment* |
|---|---|---|
| Total IVD | $58.6 B 1, 6% CAGR | Forecast 2014, CAGR vary widely by segment and geography |
| POC testing | $22.5 B in 2013, 10.9% CAGR |
28% of IVD market in 2013 |
| Biosensors | $16.8B2 |
2018 forecast, incl. drug discovery, biodefense, environmental monitoring, and narcotic detection |
| Immunoassay Systems | $8.85 B~~3~~ | 2015 forecast, incl. diagnostic tests |
| ELISA assays | $850M | 2012 numbers |
Nature of Revenues
Revenues per customer for Anteo will vary depending on customer and product types. Based on Anteo’s business model it expects an upfront licensing fee from customers. Anteo’s main source of revenue will be royalties paid on products containing Mix&Go sold by its licensees. Royalty rates vary widely by sector and are subject to “kit clauses” and other contractual agreements.
Market Penetration
Anteo is currently actively engaged in interactions with significant companies from IVD, POC, LSR along with smaller companies from each of these sectors. We anticipate that we will achieve successful transactions in each sector.
1 Kalorama Information, http://www.genengnews.com/gen-articles/ivd-market-grows-by-adapting-to-change/3406/
2 Source: Market Research Report, "Biosensors - A Global Market Overview,"
3 Source: http://www.strategyr.com/Immunoassay_Systems_Market_Report.asp
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
OPERATING AND FINANCIAL REVIEW
Once these initial transactions are achieved a follow on effect is expected across the sectors. Typical annual revenue from deals in the Expanded Markets can be expected to commence from small bases and grow over time. By comparison in the Core Markets where a single test can have more significant revenues; the revenue earned by Anteo can commence from a more substantive level and grow stepwise when Mix&Go is utilised broadly across a range of products.
The following summary of opportunities sets out the state of activity and rationale for different sectors.
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IP Protection
Mix&Go and the underlying concepts are protected in all the important geographies including all of Anteo’s target markets. Claims broadly cover a range of applications that extend far beyond Anteo’s areas of current activity. Anteo's approach is to retain the option to either explore certain additional applications itself, e.g. high throughput drug screening, or create value by out-licensing, e.g. in non-biological applications. Anteo uses a nested approach to provide greater security for its IP. The patents are structured in such a manner that they support each other and are more difficult to break. The first set of patents cover methods for screening and identifying surfaces using high throughput approaches; the second are metal complex libraries useful for identifying surfaces for binding proteins; and the third are metal polymers useful for binding proteins on surfaces. It is envisaged that there will be additional patent filings through the remainder of 2013.
Customer Needs and Value Drivers
The key value drivers for Mix&Go customers are summarised in the diagram on the next page.
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
OPERATING AND FINANCIAL REVIEW
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In summary Mix&Go provides a novel way to attach biomolecules to synthetic surfaces that is not only technically superior, easier and faster to use, but also has significant economic benefits for the user. Hence Mix&Go provides a superior solution to customers in cases where technical challenges need to be overcome as well as in cases where economic challenges dominate.
Competitive Advantage
Chemistries to attach biomolecules to synthetic surfaces have existed for some time. These standard chemistries have a number of significant disadvantages compared to Mix&Go and are summarized in the table below.
ble below. |
|||
|---|---|---|---|
| Characteristics | Mix&Go Amide coupling Passive Adsorption |
||
| Compatible Surfaces |
Beads, microtiter plates, glass/plastic slides, metal oxides, ceramic surfaces, colloidal gold, etc. |
Requires a carboxylic group on surface. |
Polystyrene and similar plastics |
| Preparation Requirement |
Forms a stable, storable pre-activated surface. |
Need to activate acid group via organic reagents immediately before use. |
An unreactive surface. |
| Binding Characteristics |
Multiple, weak chelation | Covalent | Non-specific hydrophobic and/or ionic interactions |
| Required coupling time |
15 to 60 min. For same protein conc, 3 to 5 times faster than amide. |
60 min to overnight depending on reagents used. |
Overnight |
| Binding Efficiency | Excesses not required for quantitative coupling |
Large excess of protein used |
Large excess of protein used |
| Outcome | Comparative Ratings out of 54 | ||
| Ease of Use | 5 | 3 | 3 |
| Reproducibility | 5 | 3 | 3 |
| Reagent Economy | 5 | 2 | 2 |
| Sensitivity | 5 | 4 | 4 |
4 Anteo assessment by Dr J. Maeji
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
OPERATING AND FINANCIAL REVIEW
Attachment of proteins to solid surfaces is a universal need in the life sciences and diagnostic industries and represents an interesting market opportunity; hence competition in this field is to be expected. What sets Anteo apart are the facts that Mix&Go can be so universally applied, is an aqueous, extremely stable, solution and forms but the thinnest layer on the surface and hence does not interfere with biomolecule– surface interactions (critical e.g. in surface plasmon resonance and other label-free measurement approaches). The mechanism underlying Mix&Go is simple, yet elegant.
Business Model and Revenue Sources
The table below provides an overview of parameters following different routes to market:
| Business Model: (Diagnostic) Test Developer Business Model: R&D Assay Developer Business Model: Licensing (Anteo) |
Business Model: (Diagnostic) Test Developer Business Model: R&D Assay Developer Business Model: Licensing (Anteo) |
Business Model: (Diagnostic) Test Developer Business Model: R&D Assay Developer Business Model: Licensing (Anteo) |
|
|---|---|---|---|
| Development time | Long term (several years) | Mid-term (12 months plus) | Mid-term (12 months plus) |
| Regulatory Requirements |
Approval required, expensive and time consuming |
For RUO no approval required |
No approval requirement for Anteo |
| Quality Systems | Require (ISO 13485, GMP) | Optional | Optional |
| Challenges | Regulatory approval Uncertainty of market adoption “All eggs in one basket”, no portfolio diversification |
Sales and marketing time and cost intensive High R&D cost Customer service and support infrastructure needed |
Delayed deal making due to long lead times |
| Upsides | Significant revenue potential if approved and successful in the market |
Many products = portfolio diversification |
Participation via royalties in licensees success Key account approach Limited marketing & sales Moderate R&D cost |
Anteo’s business model is one of out-licensing its proprietary Mix&Go surface chemistry and thus Anteo’s revenues are based on a combination of research and collaboration payments, one time upfront technology access fee and ongoing revenues based on royalties . The diagram below depicts how different revenue streams fit into this approach.
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
OPERATING AND FINANCIAL REVIEW
The licensing model is highly suited for Anteo. Mix&Go is not a high cost product to manufacture either at Anteo or at a customer’s facility.
REVIEW OF FINANCES
The Company had a cash balance of $2.62 M at the end of the reporting period. Through the period the Company received $1.16 M through the Commonwealth R&D Tax Incentive Scheme. The Company will, again, lodge an application under this scheme for the period to 30 June 2013 and would expect to receive payment by January 2014. Subsequent applications can be made quarterly and the first application can be made in January 2014 to cover the July to December 2013 period.
The Company announced that it had been successful in being awarded in June 2013 a $1.7 M Commercialisation Australia – Early Stage Commercialisation Grant with the funds being paid over two years.
Through the period under review the Company has been engaged in two paid projects from companies operating in the global POC market. The payments are intended to only cover the fully absorbed costs of the projects thereby leaving the greatest returns to come through revenue sharing of eventual commercial returns.
Royalty returns from existing licensees remain at low levels but, with the announcement by Affymetrix at the end of June that they had launched a further 32 products containing Mix&Go, our expectation is that we will start to see these increase.
The Company forecasts current cash reserves will last through 2014 without any further contracts being executed.
NOTEWORTHY OPERATIONAL EVENTS
Through the period the company has announced that it has entered into two distribution agreements. The first with San Diego, USA, based One World Laboratories (OWL) and the second with a Spanish company, Gennova Scientific. The company expects to commence direct sales of Mix&Go based products in the second half of this calendar year.
We are now four months into a twelve month Feasibility Study with a global healthcare company that is developing a novel POC device. We feel we have made excellent progress in this project and expect that some significant decisions will be made on the future direction of the project well before the scheduled conclusion of the project.
We are currently in discussions with a second major participant in the POC market in relation to two further paid collaborative projects. The first of these is anticipated to take 3-4 months and is expected to commence in mid-September 2013. The second project will have two stages and we will only move into the second stage if the first stage is successful. The first, optimisation, stage is scheduled to take between 6 and 8 months. With success the second, scale-up, stage is expected to take 3-6 months.
Early work undertaken in collaboration with a broad based Chinese healthcare solutions company indicated that we could allow them to improve outcomes on an instrument that they have in development through the use of Mix&Go. We have now received beads manufactured by this company for us to activate with Mix&Go. If the resultant product performs to expectations Mix&Go will be a component part of a complete range of Chinese FDA registered tests. We feel this precedent would have a positive impact amongst other IVD companies that are assessing the merits of Mix&Go.
The “Use of Metal Complexes” patent was granted by the European Patent Office in June. This patent is very important for the protection of Mix&Go and was the final outstanding case for this patent. Several additional patent applications are currently being prepared. When granted, these patents will provide us with rights beyond those currently held and extend the period through which we have exclusive rights to our technology. We anticipate that one of the patents will be lodged in collaboration with another group and will cover a nonbiological application of our technology.
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
CORPORATE GOVERNANCE
The Board of Anteo Diagnostics Limited aims for best practice in the area of corporate governance and supports the governance practices contained in the ASX Corporate Governance Council’s (“ASX CGC”) Corporate Governance Principles and Recommendations (2[nd] edition).
The statement below indicates the degree of conformance to the ASX CGC recommendations as at the date of this report.
Checklist of Corporate Governance Principles and Recommendations
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Principles and Recommendations Compliance
Principle 1 – Lay solid foundations for management and oversight
1.1 Establish the functions reserved to the board and those delegated to senior executives and
disclose those functions.
1.2 Disclose the process for evaluating the performance of senior executives.
1.3 Provide the information indicated in Guide to reporting on Principle 1.
Principle 2 – Structure the Board to add value
2.1 A majority of the board should be independent directors.
2.2 The chair should be an independent director.
2.3 The roles of the chair and chief executive officer should not be exercised by the same
individual.
2.4 The board should establish a nomination committee.
2.5 Disclose the process for evaluating the performance of the board, its committees, and
individual directors.
2.6 Provide the information indicated in Guide to reporting on Principle 2.
Principle 3 – Promote ethical and responsible decision-making
3.1 Establish a code of conduct and disclose the code or a summary of the code as to:
-
the practices necessary to maintain confidence in company’s integrity
-
the practice necessary to take into account their legal obligations and the reasonable
expectations of stakeholders; and
-
the responsibility and accountability of individuals for reporting and investigating reports of
unethical practices.
3.2. Companies should establish a policy concerning diversity and disclose the policy.
3.3. Companies should disclose in each annual report the measurable objectives for achieving
gender diversity.
3.4. Companies should disclose in each annual report the proportion of women employees in the
whole organisation, women in senior executive positions and women on the board.
Principle 4 – Safeguard integrity in financial reporting
4.1 The board should establish an audit committee.
4.2 Structure the audit committee so that it:
-
consists only of non-executive directors
-
consists of a majority of independent directors
-
is chaired by an independent chair, who is not the chair of the board; and
- has at least three members
4.3 The audit committee should have a formal charter.
4.4 Provide the information indicated in Guide to reporting on Principle 4.
Principle 5 – Make timely and balanced disclosure
5.1 Establish written policies and procedures designed to ensure compliance with ASX Listing
Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and
disclose those policies or a summary of those policies.
5.2 Provide the information indicated in Guide to reporting on Principle 5.
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
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Principle 6 – Respect the rights of shareholders
6.1 Design a communications policy for promoting effective communication with shareholders
and encouraging their participation at general meetings and disclose the policy or a summary of the policy
6.2 Provide the information indicated in Guide to reporting on Principle 6.
Principle 7 – Recognise and manage risk
7.1 Establish policies for the oversight and management of material business risks and disclose a
summary of those policies
7.2 The board should require management to design and implement the risk management and internal
control system to manage the company’s material business risks and report to it on whether those risks are
being managed effectively.
7.3 The board should disclose that management has reported to it as to the effectiveness of the
company’s management of its material business risks.
7.4 The board should disclose whether it has received assurance from the chief executive officer (or
equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with
section 295A of the Corporations Act is founded on a sound system of risk management and internal control
and that the system is operating effectively in all material respects in relation to financial reporting risks.
7.5 Provide the information indicated in Guide to reporting on Principle 7.
Principle 8 – Remunerate fairly and responsibly
8.1 The board should establish a remuneration committee.
8.2 The remuneration committee should be structured so that it:
-
consists of a majority of independent directors
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is chaired by an independent chair
- has at least three members
8.3 Clearly distinguish the structure of non-executive directors’ remuneration from that of
executive directors and senior executives.
8.4 Provide the information indicated in Guide to reporting on Principle 8.
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Structure of the Board
Directors at the date of this annual report and their skills, experience and expertise relevant to the position they hold are on page 17 in the Directors’ Report.
The Board of Directors should comprise a majority of Independent Directors. When determining whether a Non-Executive Director is independent the Director must not fail any of the following:
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Less than 5% of Company shares are held by the Director and any entity or individual directly or indirectly associated with the Director.
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Has not held an executive position within the Company within the last three years.
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Has not held a position as a principal in any firm providing material professional advice to the Company within the last three years.
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Has no material contractual relationship with the Company or Group other than being a Director.
Anteo Diagnostic’s Board consists of three independent and two executive directors. The Company now meets the requirements of the ASX CGC in relation to the majority of the Board being independent.
The ASX CGC recommendations require the materiality threshold that was used to determine whether a Director is independent to be disclosed. Notwithstanding there are no contracts outside those disclosed in the Annual Report, a level of materiality of 5% of the Independent Directors’ annual income has been set for any non-remuneration based consulting or other financial arrangements.
The ASX Corporate Governance Principles recommend that the Chairperson should be an independent director. The Chairman of Anteo Diagnostics is an independent director.
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
Directors may access or request such information as they consider necessary to diligently fulfil their responsibilities. Independent professional advice may be sought on Company related matters, at the Company’s expense, subject to prior approval by the Chairman.
Directors are required to comply with their legal, statutory and other duties and obligations when acting in their capacity as Directors of the economic entity, including acting in good faith and with due diligence and care. Directors are required to avoid conflict of interests with the companies within the economic entity. Any actual or potential conflict of interest is required to be disclosed immediately to the Board and those conflicted parties do not take part in the decision making processes regarding the conflict of interest.
The Board annually revisits its objectives and duties and evaluates the effectiveness of its performance taking these into account. A formal evaluation was undertaken during the year. Remuneration of Directors, including retirement benefits (superannuation) and entitlements under equity-based remuneration schemes are set out in the Directors’ Report under “Remuneration Report”.
The Directors annually review the Company’s requirements for skills and experience within the board of Directors, and consider the skills and experience of existing Directors. Should any skill gaps be evident, the Nomination & Remuneration Committee will make recommendations to the Board taking into account:
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The size of the Board will be limited to encourage efficient decision making.
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The selection process will be formal and transparent.
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When a new Director is required, the current Directors (with the assistance of external advisors if necessary) will identify potential candidates who have the following attributes:
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are able to contribute to the ongoing effectiveness of the board
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are able to exercise sound business judgment
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are able to think strategically
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have demonstrated leadership ability
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have high levels of professional skill
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have appropriate personal skills.
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Nominees’ competencies and qualifications.
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A talented and diverse workforce is a key competitive advantage and Anteo is committed to seeking out and retaining the finest human talent to ensure top business growth and performance.
Performance evaluation of executive Directors and executives was carried out during the reporting period and was in accordance with the process disclosed.
The matters reserved for the Board and those delegated to senior executives described in the Board Charter and Company Governance Policies are publically available on the Company’s website at www.anteodx.com.
Ethical standards and corporate code of conduct
The Board has adopted a corporate code of conduct to ensure that each of its members and all employees are aware of the requirement to adhere to best principles of ethical standards which encompass:
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The management of conflicts of interest to ensure that Directors and executives act in the best interests of all stakeholders in the business.
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Compliance with all laws and regulatory requirements.
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Adoption of acceptable standards of custodianship and use of Company assets.
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Ensuring that all Company information remains confidential except where disclosure is either authorised by the Board or legally mandated.
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Enforcement of accountabilities and the fostering of an environment in which all officers and employees can identify and bring to the attention of Directors any unlawful or unethical behaviour.
A full copy of the Company’s Code of Conduct is publically available on the Company’s website at www.anteodx.com.
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
The Board has adopted a Diversity Policy which is publically available on the Company’s website at www.anteodx.com.
Anteo Diagnostics recognises its talented and diverse workforce as a key competitive advantage. Our business success is a reflection of the quality and skill of our people. Our diversity policy encompasses differences in ethnicity, gender, language, age, sexual orientation, religion, socio-economic status, physical and mental ability, thinking styles, experience, and education and our policy encompasses both recruitment and management of human resources on the basis of diversity.
Anteo Diagnostics is committed to seeking out and retaining the finest human talent to ensure top business growth and performance and to employing the best people to do the best job possible at all levels within the Company.
Anteo Diagnostics’ workforce is diverse across many dimensions.
Ethnic Diversity
| Total | Australian | European | Asian | Americas | African |
|---|---|---|---|---|---|
| 18 | 6 | 3 | 7 | 1 | 1 |
| Gender Diversity Male Female Total Staff 8 9 Senior Executives/Directors 4 1 Non-Executives Directors 2 1 |
|||||
| Total Staff | 8 | 9 | |||
| Senior Executives/Directors |
4 | 1 | |||
| Non-Executives Directors |
2 | 1 |
Languages Spoken: English, Portuguese, Cantonese, Mandarin, Malay, Japanese, Russian, German, Spanish, Zulu, and Afrikaans.
Education Diversity
| Total | PhD | Masters | Bachelor | Other Qualifications |
|---|---|---|---|---|
| 18 | 6 | - | 12 |
Anteo is committed to maintaining diversity within its workforce at all levels, and to this end sets a minimum target of 15% of women in board and senior executive positions to encourage gender diversity. Such targets are important but the overriding factor will be the employment of the best person for the role.
Audit & Risk Committee
The Company has a formally constituted Audit & Risk Committee comprising two Directors. The Audit & Risk Committee must meet at least twice each reporting year. Other Directors and executives may be invited to attend meetings at the discretion of the Chairman of the Committee.
The composition of the Audit & Risk Committee and its conformance to ASX CGC Principle 4 is as below:
| Rec.No | Description | Conform | Comments |
|---|---|---|---|
| 4.1 | The Board should establish | Yes | 5 Audit & Risk Committee meetings were held during the |
| an Audit Committee | financial year | ||
| 4.2 | Audit committee should | Yes | Mrs Sandra Andersen |
| comprise: | - Independent |
||
| - Attended all 5 meetings |
|||
| Only Non-Executive | No | Mr Richard Martin | |
| Directors | - Executive Director |
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ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
| Rec.No | Description | Conform | Comments |
|---|---|---|---|
| - Attended all 5 meetings |
|||
| Mr Martin as CFO undertakes the preparation of monthly | |||
| management accounts and statutory reporting. Given | |||
| the nature of his role the Board considers Mr Martin is | |||
| an appropriate member. | |||
| A majority of Independent | No | Given the background and financial acumen of the | |
| Directors | committee members, it is the Board’s view that these | ||
| two Directors should form the Audit & Risk Committee. | |||
| An independent | Yes | ||
| chairperson, who is not | |||
| chairperson of the Board | |||
| At least three members | No | The Audit & Risk Committee has only two members. It | |
| is the Board’s view that two members are adequate to | |||
| perform the duties required by the Audit & Risk |
|||
| Committee. | |||
| 4.3 | Audit Committee to have | Yes | The Audit & Risk Committee Terms of Reference is |
| formal charter | available on the Company website at www.anteodx.com. |
The Company requests the external auditor to attend the Annual General Meeting and to be available to answer shareholder questions about the conduct of the audit and preparation and content of the auditor’s report. The Audit & Risk Committee annually revisits its objectives and duties and evaluates the effectiveness of its performance taking these into account.
The Audit & Risk Committee is responsible for the selection and recommendation of the Company’s external auditor. The Audit & Risk Committee has recommended the external audit service be put out to tender on a triennial basis.
A full copy of the Audit & Risk Committee Terms of Reference is made publically available on the Company website at www.anteodx.com.
Continuous Disclosure
The Company’s shares are traded on the ASX and the Company is subject to the ASX Listing Rules.
The responsibility for ensuring that the continuous disclosure requirements of ASX Listing Rule 3.1 are complied with is vested in the Board and the Company Secretary.
All meetings of the Board incorporate a standing agenda item advising the Directors of any disclosure that is required prior to the next scheduled meeting. Confirmation is provided of the release of any items since the previous meeting.
In addition the Directors are asked to consider whether they have become aware of information concerning the Company that could reasonably be expected to have an impact on the price or value of the Company’s securities.
This includes new information that has arisen or, if necessary, amendments to information previously disclosed to the market.
13
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
The responsibility for deciding what information is disclosed to the market rests with the Chairman of the Board. Where appropriate all disclosure articles are approved by the Board of Directors prior to release to the market.
All Directors and executives have been made aware of their obligations to ensure that the Company complies at all times with the ASX Listing Rules.
A full copy of the Company’s continuous disclosure policy is made publically available on the Company’s website, www.anteodx.com.
Business Risk Management
The Board has adopted a formal risk management policy.
The identification and management of risk inherent to the operation of the economic entity is managed by the Directors on a day-to-day basis. Where necessary individual Directors do, through the forum of regular Board meetings, bring matters before the Board collectively who will review, evaluate and deal with any matters arising in a manner that serves the best interests of the Company and its shareholders. This is in addition to the role of the Audit & Risk Committee which ensures the Company maintains effective risk management and internal control systems.
The identification and effective management of risks is critical in achieving the Company’s corporate goals. The Company focuses on effective management of the following material risks:
-
business risks.
-
operating risks.
-
financial risks.
-
organisational risks.
-
corporate risks.
-
occupational health and safety risks.
Anteo Diagnostics Limited believes that risk should be managed on a continuous basis and optimises its ability to achieve business objectives by maintaining a system that assists appropriate management and provides early warning of risks.
The Company identifies, assesses, monitors and manages risk throughout the organisation in accordance with the Company's Risk Management Policy which is made publically available on the Company’s website, www.anteodx.com.
The Board has required management to design and implement a risk management and internal control system to manage the entity’s material business risk and continually receives reports from the executive team as to the effectiveness of the Company’s management of its material business risks. The Board has received assurance from the Chief Executive Officer and Finance Director that the declaration on page 55 of the annual report provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
Shareholder Communication
The Company communicates with shareholders through the following media:
-
All announcements that may affect the price of the Company’s securities are released to the market through the ASX.
-
Following this all announcements are placed onto the Company’s website: www.anteodx.com.
-
Any press releases are also placed on the Company’s website www.anteodx.com.
-
It is Company policy that updates are made available to all shareholders at regular intervals.
14
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
- It is Company policy to encourage shareholder attendance at the annual general meeting.
A full copy of the Company’s policy on shareholder communication is made publically available on the Company’s website, www.anteodx.com.
Trading in Company Shares
The Company’s policy regarding Directors, officers and employees trading in its securities, is set by the Board of Directors. The policy restricts Directors, officers and employees from acting on material information until it has been released to the market.
The period in which Directors, officers and employees can deal in the Company’s securities provided the market is fully informed, is not later than 30 days, after the release of each quarterly cash flow report, the yearly or half yearly profit announcement to the ASX, any disclosure document offering securities in the Company, and after the Annual General Meeting of the Company.
Outside this period, in the current environment by which companies are required to maintain a continuously informed market, Directors, officers or employees may buy or sell subject to specific approval by the Chairman or by the Board.
A full copy of the of the Company’s policy for trading in the Company’s shares is publically available on the Company website, www.anteodx.com.
Nomination & Remuneration Committee
The Company’s Constitution contains specific provisions for the remuneration of Non-Executive Directors. There has been no change to these specific provisions since the incorporation of the Company.
The Board has a formally constituted Nomination & Remuneration Committee comprising two Directors. The Nomination & Remuneration Committee meets as required during the year. Other Directors and executives may be invited to attend meetings at the discretion of the Chairman of the Committee. The composition of the Nomination & Remuneration Committee and its conformance to ASX CGC Principles 2.4 and 8.1 is as below:
| Rec.No | Description | Conform | Comments |
|---|---|---|---|
| 2.4 & | Remuneration | ||
| 8.1 | Committee should | ||
| comprise: | |||
| A minimum of three | No | The Nomination & Remuneration committee only has two | |
| members | members. It is the Board’s view that two members are | ||
| adequate to perform the duties required by the | |||
| Nomination & Remuneration Committee. | |||
| A majority of | No | Mr Mark Bouris | |
| independent Directors | - Independent |
||
| - Attended 2 of 2 meetings |
|||
| Mr Richard Martin | |||
| - Executive |
|||
| - Attended 2 of 2meetings |
15
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
CORPORATE GOVERNANCE
| Rec.No | Description | Conform | Comments |
|---|---|---|---|
| A chairperson who is | Yes | Mr Mark Bouris | |
| an independent | |||
| Director |
The Nomination & Remuneration Committee has approved a long-term incentive component for the executive and senior management remuneration packages (equity based). The policy includes the prohibition on recipients entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under an equity based remuneration scheme.
The Director’s attendance at meetings of the committee is contained on page 23 of the Annual Report.
The Committee annually revisits its objectives and duties and evaluates the effectiveness of its performance taking these into account. A formal evaluation was undertaken this year. A description of the policy for the nomination and appointment of directors and a copy of the Nomination & Remuneration Committee Charter is publically available on the Company’s website, www.anteodx.com.
Remuneration Policies
The Company’s policy for remuneration and performance evaluation of Directors and executives has been stated in the Directors’ Report under “Remuneration Report”.
There are no schemes for retirement benefits, other than superannuation, for any Director.
Other Information
The Company’s corporate governance practices and policies are publicly available at the Company’s registered office. These policies have also been posted on the Company’s website (www.anteodx.com).
16
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
Your Directors present their report on the Company and its controlled entity for the financial year ended 30 June 2013.
DIRECTORS
Persons holding the position of Directors at any time during or since the end of the year are:
Mr Mark Bouris Dr Geoffrey Cumming Mr Richard Martin Mrs Sandra Andersen Dr John Hurrell - Appointed 25 February 2013
Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.
The Directors of the Company at the date of this report are set out below, together with details of their qualifications, experience and interests in the Company.
Mr Mark Bouris BCom(UNSW), MCom(UNSW), Hon DBus(UNSW), Hon DLitt(UWS), F.S.A.
Chairman
In addition to his chairmanship with Anteo, Mark Bouris is the Executive Chairman of Yellow Brick Road Wealth Management, the Executive Chairman of global technology company TZ Limited, and a Non-Executive Chairman of Serena Resources. Mark is an Adjunct Professor at the University of New South Wales Australian School of Business and he sits on boards for the University of NSW Business Advisory Council and the University of Western Sydney Foundation Council. Mark holds a Bachelor and Master of Commerce from the University of New South Wales and has doctorates from the University of New South Wales and the University of Western Sydney. Mark is also a Fellow of the Institute of Chartered Accountants and the author of three business books, Wealth Wizard , The Yellow Brick Road to Your Financial Security , and What It Takes .
Responsibilities: Chairperson of Nomination & Remuneration Committee.
Interest in options: 5,000,000 (exercise price of 12 cents, expiry date of 24/10/2015, all vested)
Dr Geoffrey Cumming B.App.Sc, B.Sc.(Hons.), Chief Executive Officer - Executive Director MBA, PhD, MAICD
Dr Cumming has over 20 years experience in the healthcare and biotechnology market. Geoff’s roles have progressed from pure research to sales and marketing roles through to Managing Director level and Board seats. Previously Managing Director of Roche Diagnostic Systems – Oceania Regional Centre, where he transformed a loss making business to one achieving over 30% compound annual growth over a four year period and the highest profitability levels in Roche’s global organisation. Geoff was also Managing Director and CEO of an Australian based biotechnology company commercialising a range of products in cancer diagnosis and treatment. During his tenure he was responsible for taking research from Sydney University through to product registration. This involved capital raising, managing Intellectual Property, investor relations and forging links with relevant international partners. Dr Cumming has been a Director of Anteo since April 2009 and is a Non-Executive Director of ASX listed Medical Australia Limited.
Responsibilities: Chief Executive Officer of the Company
Interest in shares: 8,500,000 ordinary fully paid Interest in options: 13,000,000 (exercise price of 7 cents, expiry date of 8/11/2014; 6,500,000 of these options are vested and the remainder vest on an annual basis upon the condition that the movement of share price of the Company is positive and in the top 50% of the healthcare sector).
17
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
Mr Richard Martin BBus
Executive Director
Mr Martin holds a Bachelor of Business. He practised as a Chartered Accountant for 16 years, 11 as a partner in a medium sized Sydney practice. Mr Martin has been involved with the Company since it was founded by Dr Maeji. He has considerable experience both operationally and advising corporate entities, his work has included complex business structuring and financing, the establishment of international hotels from conception, public listing of companies, management of foreign currency exposure, establishing and operating start up technology companies and the negotiation and implementation on the purchase and sale of enterprises. Mr Martin is a former director of Boulder Steel Ltd.
He has been a Director of Anteo since September 2005.
Responsibilities: Chief Financial Officer; Member of the Audit & Risk Committee and Nomination & Remuneration Committee.
Interest in options: 3,000,000 (1,400,000 exercise price of 7 cents, expiry date of 8/11/2014; 1,600,000 exercise price of 12 cents, expiry date of 24/10/2015. 2,300,000 of these options are vested and the remainder vest on an annual basis upon the condition that the movement of share price of the Company is positive and in the top 50% of the healthcare sector).
Mrs Sandra (Sam) Andersen Non-Executive Director LLB, CPA, FFinsia, FAICD
Mrs Sandra (Sam) Andersen is a Certified Practicing Accountant, and holds a Bachelor of Laws. She is a Fellow of Finsia and the Australian Institute of Company Directors.
Sam Andersen was appointed as a Director in May 2011 and is Chair of the Audit & Risk Committee. Mrs Andersen is a Member of the Board and Chair of the Risk Committee for Melbourne Convention and Exhibition Trust, and a Director and the Chair of the Audit & Risk Management Committee for Victrack.
She began her career with a law degree and subsequently held senior executive positions with ANZ Bank, Commonwealth Bank of Australia and National Australia Bank. Following a career change from banking and finance into industry, Mrs Andersen was the Chief Financial Officer at Lumacom Ltd and Chief Operating and Financial Officer of Multi-Emedia.com Ltd. She led the initial public offering for and became the Managing Director of Eyecare Partners Limited, a company which trebled in size in its first 2 years of operation. Mrs Andersen is a former director of Victorian Funds Management Corporation, Superpartners Pty Ltd, Rural Finance Corporation, Eyecare Partners Limited, and Grain Growers Limited.
Responsibilities: Chairman of the Audit & Risk Committee.
Interest in options: 3,000,000 (exercise price of 12 cents, expiry date of 24/10/2015, all are vested)
Dr John Hurrell B.Sc, M.Sc Non-Executive Director (Qual), PhD, Fulbright Fellow Dr. John Hurrell has 30 years of experience in the biotechnology and life science industries. He has a strong track record of success in starting, building, growing and improving the profitability, performance and value of life science and healthcare companies. Currently Dr. Hurrell works as Senior Executive Vice President at Seegene, Inc. where he is responsible for the International Business Division. Previous roles included: President and General Manager at Focus Diagnostics, VP of Business Development at Quest Diagnostics as well as senior positions at Genzyme, Boehringer Mannheim, Merck Serono, and a number of other companies.
Dr Hurrell was appointed on 25 February 2013.
18
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
COMPANY SECRETARY
The position of Company Secretary has been held by Mr Shane Hartwig since 24 May 2010. Mr Hartwig’s experience is set out below.
Mr Hartwig is a Certified Practising Accountant and Chartered Company Secretary and holds a Bachelor of Business degree, majoring in Accounting and Taxation from Curtin University of Technology in Western Australia.
Mr Hartwig is involved in the areas of IPOs, capital raisings, prospectus and information memorandum preparation and project management, company assessments and due diligence reviews, mergers and acquisitions and providing general corporate advice and is currently Company Secretary of ASX listed Forge Resources; and a Non Executive Director/Company Secretary of ASX listed Exalt Resources Limited. Mr Hartwig has over 20 years experience in the finance industry both nationally and internationally with exposure in both the debt and equity capital markets.
PRINCIPAL ACTIVITIES
The principal activities of the Company in the course of the year were the development and commercialisation of specialised surfaces used in life sciences, and the research & development of surfaces for specific binding of proteins (“abiotics”). The Company is applying capability in surfaces and binding of proteins to the development of invitro diagnostic tests.
There were no significant changes in the nature of the Company’s principal activities during or after the end of the financial year.
CONSOLIDATED OPERATING RESULT
The net consolidated operating loss of the economic entity for the financial year, after providing for income tax, amounted to $2,179,223 compared with a loss for the 2012 year of $2,380,199.
As at 30 June 2013, the Company maintained cash reserves of $2,621,072 (2012: $4,883,174) which will be used in the further development and commercialisation of Anteo Diagnostics Limited’s proprietary technology.
DIVIDENDS PAID OR RECOMMENDED
No dividend has been paid during the year and the Directors do not recommend payment of a dividend.
REVIEW OF OPERATIONS
The review of operations is set out in the Operating and Financial Review.
AFTER BALANCE DATE EVENTS
There are no after balance date events that the Directors believe should be reported to shareholders.
OPERATIONS AND FUTURE DEVELOPMENTS
Going forward the Company will focus on progressing its business strategy in the diagnostic market places, as outlined in the Operating and Financial Review.
ENVIRONMENTAL ISSUES
Anteo is licensed under the Queensland Health (Drugs and Poisons) Regulations 1996 for the use and storage of chemicals for research use. Anteo complies with all Workplace, Health and Safety requirements.
19
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This report details the nature and amount of remuneration for each Director and relevant Executives of Anteo Diagnostics Limited.
Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration for Non-executive Directors and Executive Directors and Senior Executives (collectively Executives) of the economic entity is as follows:
The remuneration structure that has been adopted consists of the following components:
-
Fixed remuneration being annual salary; and
-
Short term incentives, being employee share schemes and bonuses.
The Nomination and Remuneration Committee assess the appropriateness of the nature and amount of remuneration on a periodic basis by reference to recent employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.
The payment of bonuses, share options and other incentive payments are reviewed by the Nomination and Remuneration Committee annually as part of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses, options and incentives must be linked to pre-determined performance criteria.
Short term incentive (STI)
Anteo performance measures involve the use of annual performance objectives, metrics, performance appraisals and continuing emphasis on living the company values. The performance measures are set annually after consultation with the directors and executives and are specifically tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold the greatest potential for expansion and profit and cover financial and non-financial measures. The KPI’s for the Executive Team are summarised as follows: Performance area:
-
Financial – completion of agreements, profitability and improvement in share price; and
-
Non-financial - strategic goals set by each individual business unit and holistic companywide performance criteria, including human resources, Workplace, Health & Safety and technical outcomes.
The STI program incorporates both cash and share-based components for the executive team and other employees. The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s pre-agreed KPIs.
All remuneration paid to Directors and Executives is valued at the cost to the Company and expensed. Shares (if any) attained by Directors and Executives are valued as the difference between the market price of those shares and the amount paid by the Director or Executive. Options are valued using methodologies set out in Notes 1(r) and 5 of the Financial Statements.
Executive Directors and Executives (Executives)
The remuneration policy of Anteo Diagnostics Limited currently consists of a base remuneration and in some cases the consideration of a short term cash incentive, and a long term incentive through the issue of options at the Board’s discretion. The Board believes the policy is appropriate as it repositions itself in the market, aligning Executive objectives with shareholder and business objectives.
The remuneration policy, setting the terms and conditions for the Executives was developed by the Nomination & Remuneration Committee, and approved by resolution of the Board. All eligible Executives receive a base salary and superannuation with options issued at the discretion of the Board. The Board of Directors, excluding Executive Directors, review Executive packages annually by reference to the economic entity’s performance, Executive performance and comparable information from industry sectors and other listed companies in similar industries. Executive performance is evaluated based on achievement of
20
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
Business Plan and objectives set by the Board. Performance evaluation of Executives was carried out during the reporting period, in accordance with the remuneration policy.
Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Nomination & Remuneration Committee determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. Any changes to the maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for Non-Executive Directors are not linked to performance of the economic entity. However to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and are able to participate in the employee share option plan. Non-Executive Directors receive a superannuation guarantee contribution required by the Government, which is currently 9.25%, and do not receive any other retirement benefits.
Details of Directors’ Remuneration for the Year Ended 30 June 2013
| Parent Entity | Note Base Fee / Salary Bonus Post Employment Super- annuation Share Based Options Total $ $ $ $ $ |
|---|---|
| M Bouris R Martin G Cumming S Andersen J Hurrell |
1 - - 75,000 - 75,000 2 45,000 - - 1,720 46,720 3 350,000 - 31,500 15,970 397,470 4 50,459 - 4,541 - 55,000 5 16,664 - - - 16,664 |
| Total | 462,123 - 111,041 17,690 590,854 |
Emoluments of the key management personnel of the group for the Year Ended 30 June 2013
| Post | |||||||
|---|---|---|---|---|---|---|---|
| Employment | Share | ||||||
| Economic | Base Fee | Super- | Based | ||||
| Entity | Note | / Salary | Bonus | annuation | Options | Other | Total |
| $ | $ | $ | $ | $ | $ | ||
| J Maeji | 6 | 210,000 |
- | 18,900 | 2,703 |
- | 231,603 |
| Total | 210,000 | - | 18,900 | 2,703 |
- | 231,603 |
A detailed list of Directors including their skills and experience can be found on page 17.
Notes regarding Directors and executive emoluments:
- (1) Mr Bouris was a Director for the full year.
(2) Mr Martin was a Director for the full year. Mr Martin is a Director of Shubrick Investments Pty Ltd. Transactions with Shubrick Investments are disclosed as part of related party transactions in the Financial Statements.
(3) Dr Cumming was Chief Executive Officer for the full year.
(4) Mrs Andersen was a Director for the full year. (5) Dr John Hurrell was appointed on 25[th] February 2013
(6) Dr Maeji was the Chief Scientific Officer for the full year.
21
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
Details of Directors’ Remuneration for the Year Ended 30 June 2012
Post
| Post | |
|---|---|
| Economic Entity |
Note Base Fee / Salary Bonus Employment Super- annuation Share Based Options Total $ $ $ $ $ |
| M Bouris R Martin G Cumming S Andersen |
1 - - 68,750 86,500 155,250 2 48,750 - - 29,270 78,020 3 350,000 36,697 34,803 14,768 436,268 4 50,459 - 4,541 51,900 106,900 |
| Total | 449,209 36,697 108,094 182,438 776,438 |
Emoluments of the key management personnel of the group for the Year Ended 30 June 2012
| Post | ||||||
|---|---|---|---|---|---|---|
| Employment | Share | |||||
| Economic | Base Fee | Super- | Based | |||
| Entity | Note | / Salary | Bonus | annuation | Options | Total |
| $ | $ | $ | $ | $ | ||
| J Maeji | 5 | 178,900 | 20,000 | 50,000 | 3,297 | 252,197 |
| N Abernethy | 6 | 175,000 |
- | 15,750 | 1,055 | 191,805 |
| Total | 353,900 | 20,000 | 65,750 | 4,352 | 444,002 |
Notes regarding Directors and executive emoluments:
-
(1) Mr Bouris was appointed a Director on 1 August 2011.
-
(2) Mr Martin was a Director for the full year. Mr Martin is a Director of Shubrick Investments Pty Ltd. Transactions with Shubrick Investments are disclosed as part of related party transactions in the Financial Statements.
-
(3) Dr Cumming was Chief Executive Officer for the full year.
-
(4) Mrs Andersen was a Director for the full year.
-
(5) Dr Maeji was the Chief Scientific Officer for the full year.
-
(6) Dr Abernethy was the Chief Product Development and Research Officer for the full year.
Performance Remuneration as a Proportion of Total Remuneration
During the year no bonuses or STIs were granted to key management personnel.
Options Issued or Vested as Part of Remuneration for the Year Ended 30 June 2013
No options were issued to key personnel. No options held by Directors or key personnel vested during the year. These options did not vest because the increase in share price criteria was not met. These options did not lapse and will vest prior to expiry if the vesting conditions are met.
22
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
Options Outstanding as at 30 June 2013
| Options Granted |
Options Vested |
Grant Date | Due Vesting |
Value per Option |
Exercise Price |
Expiry Date |
|
|---|---|---|---|---|---|---|---|
| No. | No. | Date | $ | $ | |||
| G Cumming | 6,500,000 | 6,500,000 | 30/11/2010 | Vested | $0.0056 | $0.0700 | 8/11/2014 |
| 6,500,000 |
- | 30/11/2010 | 8/11/2013 | $0.0025 | $0.0700 | 8/11/2014 | |
| R Martin | 700,000 | 700,000 | 30/11/2010 | Vested | $0.0056 | $0.0700 | 8/11/2014 |
| 700,000 |
- | 30/11/2010 | 8/11/2013 | $0.0025 | $0.0700 | 8/11/2014 | |
| 1,600,000 | 1,600,000 | 24/10/2011 | Vested | $0.0173 | $0.1200 | 24/10/2015 | |
| M Bouris | 5,000,000 | 5,000,000 | 24/10/2011 | Vested | $0.0173 | $0.1200 | 24/10/2015 |
| S Andersen | 3,000,000 | 3,000,000 | 24/10/2011 | Vested | $0.0173 | $0.1200 | 24/10/2015 |
| S Hartwig | 750,000 | 750,000 | 8/11/2010 | Vested | $0.0036 | $0.0700 | 8/11/2014 |
| J Maeji | 3,125,000 | 3,125,000 | 8/11/2010 | Vested | $0.0028 | $0.0700 | 8/11/2014 |
| 3,125,000 |
- | 8/11/2010 | 8/11/2013 | $0.0009 | $0.0700 | 8/11/2014 | |
| Total | 31,000,000 |
20,675,000 |
No options vested during the year. The unvested options expire on 8[th] November 2014. If the vesting conditions of a takeover or the maintainable share price for Anteo shares is positive and Anteo is in the top 50% of companies in the ASX Health and Biotech sector are prior to maturity are met then the options will vest and be eligible to be exercised.
Employment contracts of Directors and senior executives
The executives of the Company are employed on open-ended employment contracts that provide for termination by either party with notice. For Geoff Cumming and Joe Maeji, the notice period is 3 months. There are no special termination provisions.
There are no terms in any of the above agreements that provide for changes to remuneration for future periods. The Nomination & Remuneration Committee may review these arrangements annually or as required.
This is the end of the Remuneration Report.
23
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
MEETINGS OF DIRECTORS
During the financial year, 6 meetings of Directors, 5 meetings of the Audit & Risk Committee and 2 meetings of the Nomination & Remuneration Committee were held. Attendances were as follows:
| Director | Directors’ Meetings | Audit & Risk Committee |
Remuneration & Nomination Committee |
|---|---|---|---|
| Number eligible to attend Number Attended |
Number eligible to attend Number Attended |
Number eligible to attend Number Attended |
|
| M Bouris R Martin G Cumming S Andersen J Hurrell |
6 4 6 6 6 6 6 6 2 2 |
5 5 5 5 |
2 2 2 2 |
INDEMNIFYING OFFICERS OR AUDITOR
The Company’s Constitution provides that the Company will indemnify officers of the Company against liabilities for costs and expenses incurred by them in defending any legal proceedings arising out of their conduct while acting in the capacity of Director or officer of the Company other than conduct involving a wilful breach of duty in relation to the Company.
The Company has paid premiums to insure the Directors and officers against such liabilities that may arise. The amount of the premium for the period was $20,776. No premiums were paid for the auditors.
24
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
DIRECTORS’ REPORT
SHARE OPTIONS
At the date of this report, the un-issued ordinary shares of Anteo Diagnostics Limited under option are as follows:
follows: |
|||
|---|---|---|---|
| Exercise Price | Number under Option | ||
| Grant Date | Date of Expiry | ||
| (Post consolidation value) | (Post consolidation number) | ||
| 30 September 2005 | 1 September 2013 | $0.156 | 76,786 |
| 30 September 2005 | 18 December 2013 | $0.156 | 3,656,206 |
| 30 September 2005 | 24 May 2014 | $0.156 | 71,643 |
| 30 September 2005 | 1 October 2014 | $0.156 | 71,987 |
| 30 September 2005 | 20 December 2014 | $0.156 | 3,087,902 |
| 30 September 2005 | 20 January 2015 | $0.156 | 105,865 |
| 30 September 2005 | 20 February 2015 | $0.156 | 58,166 |
| 31 July 2008 | 31 July 2013 | $0.081 | 72,329 |
| 8 November 2011 | 8 November 2014 | $0.070 | 13,825,000 |
| 30 November 2011 | 8 November 2014 | $0.070 | 14,400,000 |
| 24 October 2011 | 24 October 2015 | $0.120 | 9,600,000 |
| 9 November 2011 | 24 October 2015 | $0.120 | 3,500,000 |
| 25 October 2012 | 24 October 2015 | $0.120 | 500,000 |
| 49,025,884 |
All options are on Issue to Employees, Directors, consultants or investors. 24,000,000 options were on issue to Directors and 25,025,884 options to executives, employees, consultants and investors. The weighted average share price during the year was $0.0620.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.
NON-AUDIT SERVICES
There were no fees for non-audit services paid or payable to an associated firm of the external auditors during the year ended 30 June 2013.
AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration for the year ended 30 June 2013 has been received and can be found on page 56 which forms part of this report.
Signed in accordance with a resolution of the Board of Directors.
==> picture [135 x 59] intentionally omitted <==
Mr Mark Bouris
Chairman Dated this 19[h] day of August 2013
25
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2013
| 2013 | 2012 | ||
|---|---|---|---|
| Note | $ | $ | |
| Sales revenue | 2 | 219,567 | 146,700 |
| Cost of sales | - | - | |
| Grossprofit | 219,567 | 146,700 | |
| Other revenue | 2 | 1,623,147 | 1,366,468 |
| Selling and distribution expenses | (963,433) | (763,058) | |
| Occupancy expenses | (31,377) | (35,750) | |
| Administrative expenses | (557,484) | (741,780) | |
| Borrowing costs | (95) | (1,899) | |
| Research and development expenses | (2,469,548) | (2,345,985) | |
| Impairment of financial assets | - | (4,895) | |
| Loss before income tax | 3 | (2,179,223) | (2,380,199) |
| Income tax benefit | 4 | - | - |
| Loss after income tax | 15 | (2,179,223) | (2,380,199) |
| Other Comprehensive Income | - | - | |
| Total comprehensive income | (2,179,223) | (2,380,199) | |
| Total changes in equity other than those resulting from transactions with owners as owners |
(2,179,223) | (2,380,199) | |
| Basic loss per share (cents) | 7 | (0.3) | (0.3) |
| Diluted loss per share (cents) | 7 | (0.3) | (0.3) |
The financial statements should be read in conjunction with the accompanying notes.
26
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2013
| 2013 | 2012 | ||
|---|---|---|---|
| Note | $ | $ | |
| CURRENT ASSETS | |||
| Cash assets | 8 | 2,621,072 | 4,883,174 |
| Receivables | 9 | 401,654 | 42,712 |
| Other | 10 | 1,731 | 2,767 |
| TOTAL CURRENT ASSETS | 3,024,457 | 4,928,653 | |
| NON-CURRENT ASSETS | |||
| Property, plant and equipment | 11 | 250,891 | 282,745 |
| TOTAL NON-CURRENT ASSETS | 250,891 | 282,745 | |
| TOTAL ASSETS | 3,275,348 | 5,211,398 | |
| CURRENT LIABILITIES | |||
| Payables | 12 | 299,806 | 238,612 |
| Provisions | 13 | 199,776 | 200,221 |
| TOTAL CURRENT LIABILITIES | 499,582 | 438,833 | |
| TOTAL LIABILITIES | 499,582 | 438,833 | |
| NET ASSETS | 2,775,766 | 4,772,565 | |
| EQUITY | |||
| Contributed equity | 14 | 31,968,536 | 31,808,049 |
| Share Option Reserve | 14 | 329,062 | 312,892 |
| Accumulated losses | (29,521,832) | (27,348,376) | |
| TOTAL EQUITY | 2,775,766 | 4,772,565 |
The financial statements should be read in conjunction with the accompanying notes.
27
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2013
| Ordinary Shares |
Options | Accumulated Losses |
Total | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Balance at 30 June 2011 | 31,749,967 | 109,384 | (24,968,177) | 6,891,174 |
| Issued during the year | 57,500 | - | - | 57,500 |
| Options expense for the period | - | 204,090 | - | 204,090 |
| Conversion of employee options into shares |
582 | (582) | - | |
| Profit(Loss)after Income Tax | - | - | (2,380,199) | (2,380,199) |
| Balance at 30 June 2012 | 31,808,049 | 312,892 | (27,348,376) | 4,772,565 |
| Balance at 30 June 2012 | 31,808,049 | 312,892 | (27,348,376) | 4,772,565 |
| Issued during the year | 103,500 | - | - | 103,500 |
| Options expense for the period | - | 78,924 | - | 78,924 |
| Reversal of lapsed share options | - | (5,767) | 5,767 | - |
| Conversion of employee options into shares |
56,987 | (56,987) | - | - |
| Profit(Loss)after Income Tax | - | - | (2,179,223) | (2,179,223) |
| Balance at 30 June 2013 | 31,968,536 | 329,062 | (29,521,832) | 2,775,766 |
The financial statements should be read in conjunction with the accompanying notes.
28
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2013
| Consolidated | ||||
|---|---|---|---|---|
| Note | 2013 | 2012 | ||
| $ | $ | |||
| Cash Flows from Operating Activities: | ||||
| Receipts from customers | 288,136 | 472,814 | ||
| Receipts from government grants and rebates | 1,164,415 | 910,982 | ||
| Payments to suppliers and employees | (3,896,695) | (3,711,837) | ||
| Borrowing costs | (95) | (1,899) | ||
| Interest received | 173,485 | 401,263 | ||
| Net cash used in operating activities | 15(i) | (2,270,754) | (1,928,677) | |
| Cash Flows From Investing Activities: | ||||
| Payment forproperty,plant and equipment | (94,848) | (109,242) | ||
| Net cashprovided by investing activities | (94,848) | (109,242) | ||
| Cash Flows From Financing Activities: | ||||
| Proceeds from share issues | 103,500 | 57,500 | ||
| Net cash provided by (used in) financing activities | 103,500 | 57,500 | ||
| Net increase (decrease) in cash held | (2,262,102) | (1,980,419) | ||
| Cash at start ofyear | 4,883,174 | 6,863,593 | ||
| Cash at end of year | 8, 15 (ii) | 2,621,072 | 4,883,174 |
The financial statements should be read in conjunction with the accompanying notes.
29
ANTEO DIAGNOSTICS LIMITED – CONSOLIDATED ENTITY ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group is a for-profit entity for financial reporting purposes under the Australian Accounting Standards. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with the International Financial Reporting Standards.
Anteo Diagnostics Limited is a listed public company, incorporated and domiciled in Australia.
The accounting policies set out below have been applied in preparing the financial statements for the year ended 30 June 2013. The financial report has been prepared on an accruals basis, except for cash flow information.
Going Concern
The financial statements have been prepared on the going concern basis.
The Board is continually assessing the capital needs of the Company’s business and addressing the alternatives available to fund the operational requirements of the Company. As at the 30[th] June 2013 the Company had $2,621,072 in cash reserves. The Board believes that based upon current spending forecasts there is adequate funding to provide for the Company’s requirements to carry on its strategic plan and in any case beyond 12 months of operation.
Significant accounting policies
The following significant accounting policies have been adopted in the preparation and presentation of the financial report:
(a) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, cash in banks and investments with original maturities of three months or less.
(b) Comparatives
When required by accounting standards or accounting policy, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
(c) Employee benefits
Provision is made for benefits accruing to employees in respect of wages and salaries, annual leave, long service leave, and sick leave when it is probable that settlement will be required and they are capable of being measured reliably.
Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits which are not expected to be settled within 12 months, are measured as the present value of the estimated future cash outflows to be made by the consolidated entity in respect of the services provided by employees up to reporting date.
Contributions to defined contribution superannuation plans are expensed when incurred.
30
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(d) Financial assets
Financial investments are initially measured at cost on trade date, which includes transaction costs, when the related contractual rights or obligations exist. Subsequent to initial recognition, these investments are assessed at each reporting date to determine whether there is any evidence that an investment is impaired. Any such impairment is reported in the Statement of Comprehensive Income.
(e) Foreign currency transactions
All foreign currency transactions during the financial year are brought to account using the exchange rate in effect at the date of the transaction. Foreign currency monetary items at reporting date are translated at the exchange rate existing at reporting date. Exchange differences are recognised in profit or loss in the period in which they arise.
(f) Goods and services tax
Revenues, expenses, assets and liabilities are recognised net of the amount of goods and services tax (GST), except:
-
i. where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
-
ii. for receivables and payables which are recognised inclusive of GST.
The amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables and payables.
Cash flows are included in the Statement of Cash Flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.
(g) Goodwill
Pursuant to the adoption of AASB3 Business Combinations (reverse acquisitions), goodwill, representing the excess of the cost of combination to Bio-Layer Pty Limited over the fair value of the identifiable assets, liabilities and contingent liabilities acquired of Anteo Diagnostics Limited (formerly BioLayer Corporation Limited and prior to that SSH Medical Limited), was recognised as an asset and not amortised, and was tested for impairment. This impairment was recognised in profit or loss and will not be subsequently reversed.
(h) Government grants
Government grants are assistance by the government in the form of transfers or resources to the consolidated entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. Government grants include government assistance where there are no conditions specifically relating to the operating activities of the consolidated entity other than the requirement to operate in certain regions or industry sectors.
Government grants relating to income are recognised as income over the periods necessary to match them with the related costs.
31
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(i) Impairment of assets
At each reporting date, the consolidated entity reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the consolidated entity estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Goodwill is tested for impairment at each reporting date and whenever there is an indication that the asset may be impaired. An impairment of goodwill is not subsequently reversed.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of impairment loss is recognised in profit or loss immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment is treated as a revaluation increase.
(j) Income tax
Current tax
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period. It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date. Current tax for current and prior periods is recognised as a liability (or asset) to the extent that it is unpaid (or refundable).
Deferred tax
Deferred tax is accounted for using the comprehensive statement of financial position liability method in respect of temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilized. However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit. Furthermore, a deferred tax liability is not recognised in relation to taxable temporary differences arising from goodwill.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, branches, associates and joint ventures except where the consolidated entity is able to control the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with these investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realized or settled, based on tax rates (and tax laws) that
32
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
have been enacted or substantively enacted by reporting date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated entity expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Company/consolidated entity intends to settle its current tax assets and liabilities on a net basis.
Current and deferred tax for the period
Current and deferred tax is recognised as an expense or income in the Statement of Comprehensive Income, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill.
(k) Intangible assets
Patents, trademarks and licenses
Patents, trademarks and license costs are recognised as an expense in the period in which they are incurred.
Research and development costs
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
(l) Overheads
The Company allocates overheads for the operating entity to their business cost centres. This procedure has been adopted in this period to more accurately represent operating costs of the economic entity.
(m) Payables
Trade payables and other accounts payable are recognised when the economic entity becomes obliged to make future payments resulting from the purchase of goods and services.
(n) Principles of consolidation
The consolidated financial statements are prepared by combining the financial statements of all the entities that comprise the economic entity, being the Company (the parent entity) and its subsidiaries as defined in Accounting Standard AASB 127 Consolidated and Separate Financial Statements. Consistent accounting policies are employed in the preparation and presentation of the consolidated financial statements.
On acquisition, the assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. If, after assessment, the fair values of the identifiable net assets acquired exceed the cost of acquisition, the deficiency is credited to profit and loss in the period of acquisition.
The consolidated financial statements include the information and results of each subsidiary from the date on which the Company obtains control and until such time as the Company ceases to control such entity.
33
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
In preparing the consolidated financial statements, all intercompany balances and transactions, and unrealised profits arising within the economic entity are eliminated in full.
(o) Property, plant and equipment
Plant and equipment, leasehold improvements and equipment under finance lease are stated at cost less accumulated depreciation and impairment. Cost includes expenditure that is directly attributable to the acquisition of the item. In the event that settlement of all or part of the purchase consideration is deferred, cost is determined by discounting the amounts payable in the future to their present value as at the date of acquisition.
Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight line basis so as to write off the net cost or other revalued amount of each asset over its expected useful life to its estimated residual value. Leasehold improvements are depreciated over the period of the lease or estimated useful life, whichever is the shorter, using the straight line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each annual reporting period. The following estimated useful lives are used in the calculation of depreciation:
| Leasehold improvements | 10% - 50% |
|---|---|
| Plant and equipment | 20% - 40% |
| Furniture and office equipment | 20% - 40% |
| Leased plant and equipment | 20% |
(p) Provisions
Provisions are recognised when the consolidated entity has a present obligation, the future sacrifice of economic benefits is probable, and the amount of the provision can be measured reliably.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cashflows estimated to settle the present obligation, its carrying amount is the present value of those cashflows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that recovery will be received and the amount of the receivable can be measured reliably.
(q) Revenue recognition
Sale of goods
Revenue from the sale of goods is recognised when the economic entity has transferred to the buyer the significant risks and rewards of ownership of the goods.
Rendering of services
Revenue for a contract to provide services is recognised by reference to the stage of completion of the contract. Revenue is not recognised until each milestone has been successfully completed under the terms of the contract.
Royalties, grants and licence fees
Royalty, grant and licence fee revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.
34
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
Interest revenue
Interest revenue is recognised on a time proportionate basis that takes into account the effective yield on the financial assets.
(r) Share-based payments
Share-based payments are measured at fair value at the date of grant. Fair value for options is measured by use of the Black Scholes and Hull White valuation models.
The fair value determined as at the grant date of the share-based payments is expensed on a straight line basis over the vesting period, based on the economic entity’s estimate of shares that will eventually vest.
Terms and conditions of Share-based payments are set out in Note 5.
(s) New accounting standards and interpretations
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Group.
Management anticipates that all of the relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group’s financial statements is provided below.
Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's financial statements.
AASB 9 Financial Instruments (effective from 1 January 2015)
The AASB aims to replace AASB 139 Financial Instruments: Recognition and Measurement in its entirety. The replacement standard (AASB 9) is being issued in phases. To date, the chapters dealing with recognition, classification, measurement and derecognition of financial assets and liabilities have been issued. These chapters are effective for annual periods beginning 1 January 2015. Further chapters dealing with impairment methodology and hedge accounting are still being developed. These will have no material impact on the Group. However, we do not expect to implement the amendments until all chapters of AASB 9 have been published and they can comprehensively assess the impact of all changes.
Consolidation Standards
A package of consolidation standards are effective for annual periods beginning or after 1 January 2013. Information on these new standards is presented below. The Group’s management have yet to assess the impact of these new and revised standards on the Group’s consolidated financial statements.
AASB 10 Consolidated Financial Statements (AASB 10)
AASB 10 supersedes the consolidation requirements in AASB 127 Consolidated and Separate Financial – Statements (AASB 127) and Interpretation 112 Consolidation Special Purpose Entities. It revised the definition of control together with accompanying guidance to identify an interest in a subsidiary. However, the requirements and mechanics of consolidation and the accounting for any non-controlling interests and changes in control remain the same.
AASB 11 Joint Arrangements (AASB 11)
AASB 11 supersedes AASB 131 Interests in Joint Ventures (AASB 131). It aligns more closely the accounting by the investors with their rights and obligations relating to the joint arrangement. It introduces two accounting categories (joint operations and joint ventures) whose applicability is determined based on the substance of the joint arrangement. In addition, AASB 131’s option of using proportionate consolidation
35
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
for joint ventures has been eliminated. AASB 11 now requires the use of the equity accounting method for joint ventures, which is currently used for investments in associates.
AASB 12 Disclosure of Interests in Other Entities (AASB 12)
AASB 12 integrates and makes consistent the disclosure requirements for various types of investments, including unconsolidated structured entities. It introduces new disclosure requirements about the risks to which an entity is exposed from its involvement with structured entities.
Consequential amendments to AASB 127 Separate Financial Statements (AASB 127) and AASB 128 Investments in Associates and Joint Ventures (AASB 128)
AASB 127 Consolidated and Separate Financial Statements was amended to AASB 127 Separate Financial Statements which now deals only with separate financial statements. AASB 128 brings investments in joint ventures into its scope. However, AASB 128’s equity accounting methodology remains unchanged. AASB 13 Fair Value Measurement (AASB 13)
AASB 13 does not affect which items are required to be fair-valued, but clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It is applicable for annual periods beginning on or after 1 January 2013. The Group’s management have yet to assess the impact of this new standard.
Amendments to AASB 119 Employee Benefits (AASB 119 Amendments)
The AASB 119 Amendments include a number of targeted improvements throughout the Standard. The main changes relate to defined benefit plans. They:
• eliminate the ‘corridor method’, requiring entities to recognise all gains and losses arising in the reporting period in other comprehensive income
• streamline the presentation of changes in plan assets and liabilities
• enhance the disclosure requirements, including information about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in them.
The amended version of AASB 119 is effective for financial years beginning on or after 1 January 2013. The Group’s management have yet to assess the impact of this revised standard on the Group’s consolidated financial statements.
AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (AASB 124 Amendments)
AASB 2011-4 makes amendments to AASB 124 Related Party Disclosures to remove individual key management personnel disclosure requirements, to achieve consistency with the international equivalent (which includes requirements to disclose aggregate (rather than individual) amounts of KMP compensation), and remove duplication with the Corporations Act 2011. The amendments are applicable for annual periods beginning on or after 1 July 2013. The Group’s management have yet to assess the impact of these amendments.
Amendments to IAS 32 Financial Instruments: Presentation and IFRS 7 Financial Instruments: Disclosures 5
The amendments to IAS 32 add application guidance to address inconsistencies in applying IAS 32’s criteria for offsetting financial assets and financial liabilities. Qualitative and quantitative disclosures have been added to IFRS 7 relating to gross and net amounts of recognised financial instruments that are (a) set off in the statement of financial position and (b) subject to enforceable master netting arrangements and similar agreements, even if not set off in the statement of financial position. The amendments are applicable for annual periods beginning on or after 1 January 2014. The Group’s management have yet to assess the impact of these amendments.
36
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(t) Critical Accounting Estimates and Judgements
Key Estimates - Impairments
The Company assesses impairment at each reporting date by evaluating conditions specific to the group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. Per AASB 136 value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates.
| Note | 2013 | 2012 | |
|---|---|---|---|
| $ | $ | ||
| 2. REVENUE | |||
| Revenues from operating activities: | |||
| Sale ofgoods and services | 219,567 | 146,700 | |
| Other Revenue | 290,727 | 255,475 | |
| R&D Tax Concession | 1,164,415 | 789,216 | |
| Grants | 210,491 | 121,766 | |
| Rent & Other | 80,236 | 136,709 | |
| Interest - other corporations | 168,005 | 318,777 | |
| 1,623,147 | 1,366,468 | ||
| Total Revenue | 1,842,714 | 1,513,168 |
37
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
3. LOSS FROM ORDINARY ACTIVITIES
The loss from ordinary activities before income tax expense has been determined after:
| Amortisation of non-current assets: | ||
|---|---|---|
| Leasehold improvements | 11,447 | 11,477 |
| Total amortisation of non-current assets | 11,447 | 11,477 |
| Depreciation of non-current assets: | ||
| Plant and equipment | 100,216 | 80,464 |
| Furniture,office equipment and software | 13,229 | 16,430 |
| Total depreciation of non-current assets | 113,445 | 96,894 |
| Borrowing costs: | ||
| Interest,otherpersons | 95 | 1,899 |
| 95 | 1,899 | |
| Movements in provisions: | ||
| Employee benefits | (446) | 23,172 |
| (446) | 23,172 | |
| Staff Remuneration | ||
| Salaries | 1,457,701 | 1,499,466 |
| Superannuation | 206,197 | 199,828 |
| Share Based Payments | 35,674 | 204,090 |
| 1,699,572 | 1,903,384 | |
| Operating lease rentals | 317,821 | 298,592 |
38
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
| Note | 2013 | 2012 | |
|---|---|---|---|
| $ | $ | ||
| 4. INCOME TAX EXPENSE | |||
| (a) The prima facie income tax on the loss from | |||
| ordinary income tax is reconciled as follows: | |||
| Prima facie tax calculated at 30% on losses from ordinary activities |
(653,501) | (714,057) | |
| Add/(deduct) tax effect of : | |||
| - other deductible items | (7,034) | (39,896) | |
| - options expensed for accounting purposes | 23,677 | 61,227 | |
| - R&D tax incentive | 453,092 | 539,512 | |
| Timing differences not brought to account to the extent of income tax losses |
183,765 | 153,214 | |
| Income taxbenefit attributable to ordinary activities | - | - | |
| Weighted Average Effective Tax Rates | - | - | |
| (b) Deferred Tax Assetsarising from income tax losses | |||
| not brought to account, the benefits of which will only be | |||
| realised if the conditions for deductibility set out in Note | 9,431,962 | 9,232,978 | |
| 1(j) occur | |||
| Gross Income Tax Losses | 31,439,875 | 30,813,773 |
5. DIRECTORS’ AND EXECUTIVES’ REMUNERATION
(a) Directors and Key Management Personnel
Names and positions held of parent entity Directors and key management personnel in office at any time during the financial year have been included in the Directors Report.
39
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(b) Parent Entity Directors’ Remuneration and Key Management Personnel Details of Directors’ Remuneration for the Year Ended 30 June 2013
| Post | ||||||
|---|---|---|---|---|---|---|
| Employment | Share | |||||
| Base Fee | Super- | Based | ||||
| Parent Entity | Note | / Salary | Bonus | annuation | Options | Total |
| $ | $ | $ | $ | $ | ||
| M Bouris | 1 | - |
- | 75,000 | - | 75,000 |
| R Martin | 2 | 45,000 |
- | - | 1,720 | 46,720 |
| G Cumming | 3 | 350,000 |
- | 31,500 | 15,970 | 397,470 |
| S Andersen | 4 | 50,459 |
- | 4,541 | - | 55,000 |
| J Hurrell | 5 | 16,664 |
- | - | 16,664 | |
| Total | 462,123 | - | 111,041 | 17,690 | 590,854 |
Emoluments of the key management personnel of the group for the Year Ended 30 June 2013
| Post | |||||||
|---|---|---|---|---|---|---|---|
| Employment | Share | ||||||
| Economic | Base Fee | Super- | Based | ||||
| Entity | Note | / Salary | Bonus | annuation | Options | Other | Total |
| $ | $ | $ | $ | $ | $ | ||
| J Maeji | 6 | 210,000 |
- | 18,900 | 2,703 |
- | 231,603 |
| Total | 210,000 | - | 18,900 | 2,703 |
- | 231,603 |
A detailed list of Directors including their skills and experience can be found on page 17.
Notes regarding Directors and executive emoluments:
-
(1) Mr Bouris was a Director for the full year.
-
(2) Mr Martin was a Director for the full year. Mr Martin is a Director of Shubrick Investments Pty Ltd. Transactions with Shubrick Investments are disclosed as part of related party transactions in the Financial Statements.
-
(3) Dr Cumming was Chief Executive Officer for the full year.
-
(4) Mrs Andersen was a Director for the full year. (5) Dr John Hurrell was appointed on 25[th] February 2013
-
(6) Dr Maeji was the Chief Scientific Officer for the full year.
Details of Directors’ Remuneration for the Year Ended 30 June 2012
| Post | ||||||
|---|---|---|---|---|---|---|
| Employment | Share | |||||
| Economic | Base Fee | Super- | Based | |||
| Entity | Note | / Salary | Bonus | annuation | Options | Total |
| $ | $ | $ | $ | $ | ||
| M Bouris | 1 | - |
- | 68,750 | 86,500 | 155,250 |
| R Martin | 2 | 48,750 |
- | - | 29,270 | 78,020 |
| G Cumming | 3 | 350,000 | 36,697 | 34,803 | 14,768 | 436,268 |
| S Andersen | 4 | 50,459 |
- | 4,541 | 51,900 | 106,900 |
| Total | 449,209 | 36,697 | 108,094 | 182,438 | 776,438 |
40
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
Emoluments of the key management personnel of the group for the Year Ended 30 June 2012
| Post | ||||||
|---|---|---|---|---|---|---|
| Employment | Share | |||||
| Economic | Base Fee | Super- | Based | |||
| Entity | Note | / Salary | Bonus | annuation | Options | Total |
| $ | $ | $ | $ | $ | ||
| J Maeji | 5 | 178,900 | 20,000 | 50,000 | 3,297 | 252,197 |
| N Abernethy | 6 | 175,000 |
- | 15,750 | 1,055 | 191,805 |
| Total | 353,900 | 20,000 | 65,750 | 4,352 | 444,002 |
Notes regarding Directors and executive emoluments:
-
(1) Mr Bouris was appointed a Director on 1 August 2011.
-
(2) Mr Martin was a Director for the full year. Mr Martin is a Director of Shubrick Investments Pty Ltd. Transactions with Shubrick Investments are disclosed as part of related party transactions in the Financial Statements.
-
(3) Dr Cumming was Chief Executive Officer for the full year.
-
(4) Mrs Andersen was a Director for the full year.
-
(5) Dr Maeji was the Chief Scientific Officer for the full year.
-
(6) Dr Abernethy was the Chief Product Development and Research Officer for the full year.
(c) Options
Directors and key management personnel remuneration has been included in the Remuneration Report section of the Directors Report. Further information regarding value of options vested during the year is on page 22 of the Directors Report.
The fair value of options issued to Directors and Executives was determined using the Black Scholes and Hull White methods of valuation as the basis for determining value. Regard was given to the vesting terms of the options and that they are not transferable by halving the nominal calculated amount. The follow parameters were used in the calculation:
i) Expected Volatility – 69% ii) Share price $0.07 iii) Exercise Price $0.12
iv) Risk Free Rate 3.9%
- v) The option life 4 years. vi) Employee exit rate 30%.
(d) Shares issued on exercise of remuneration options
5,175,000 shares were issued on the exercise of remuneration options during the year ended 30 June 2013 (2012: 2,875,000).
41
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(e) Options holdings
Number of options held by or at the nomination of Parent Entity Directors (who held office during the year) as at 30[th] June 2013.
| Options | Total | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance | Granted as | Options | Sold or | Balance | Total Vested | Exercisable | ||
| 1Jul 12 | Remuneration | Lapsed | Exercised | Net Change | 30 Jun 13 | 30 Jun 13 | 30 Jun 13 | |
| Parent Entity | ||||||||
| Directors | ||||||||
| M Bouris | 5,000,000 | - |
- |
- |
- | 5,000,000 | 5,000,000 | 5,000,000 |
| G Cumming | 13,000,000 | - |
- |
- |
- | 13,000,000 | 6,500,000 | 6,500,000 |
| R Martin | 3,000,000 | - |
- |
- |
- | 3,000,000 | 2,300,000 | 2,300,000 |
| S Andersen | 3,000,000 | - |
- |
- |
- | 3,000,000 | 3,000,000 | 3,000,000 |
| 24,000,000 | - |
- |
- |
- | **24,000,000 ** | 16,800,000 | 16,800,000 |
Number of options held by or at the nomination of key management personnel (who held office during the year) as at 30[th] June 2013:
| Options | Total | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance | Granted as | Options | Sold or | Balance | Total Vested | Exercisable | Unexercisable | ||
| 1Jul 12 | Remuneration | Lapsed | Exercised | Net Change | 30 Jun 13 | 30 Jun 13 | 30 Jun 13 | 30 Jun 13 | |
| Specified | |||||||||
| Executives | |||||||||
| J Maeji | 11,352,552 | - |
- | 1,500,000 | (1,500,000) | 9,852,552 | 6,727,552 | 6,727,552 | 3,125,000 |
| S Hartwig | 750,000 | - | - | - | 750,000 | 750,000 | 750,000 | - | |
| 12,102,552 | - |
- | 1,500,000 | (1,500,000) | 10,602,552 | 7,477,552 | 7,477,552 | 3,125,000 |
Number of options held by or at the nomination of Parent Entity Directors (who held office during the year) as at 30[th] June 2012.
| Options | Total | |||||||
|---|---|---|---|---|---|---|---|---|
| Balance | Granted as | Options | Sold or | Balance | Total Vested | Exercisable | ||
| 1Jul 11 | Remuneration | Lapsed | Exercised | Net Change | 30 Jun 12 | 30 Jun 12 | 30 Jun 12 | |
| Parent Entity | ||||||||
| Directors | ||||||||
| M Bouris | - | 5,000,000 | - |
- | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 |
| G Cumming | 15,500,000 | - |
- | 2,500,000 | (2,500,000) | 13,000,000 | 6,500,000 | 6,500,000 |
| R Martin | 1,400,000 | 1,600,000 | - |
- | 1,600,000 | 3,000,000 | 2,300,000 | 2,300,000 |
| S Andersen | - | 3,000,000 | - |
- | 3,000,000 | 3,000,000 | 3,000,000 | 3,000,000 |
| 16,900,000 | 9,600,000 | - | 2,500,000 | 7,100,000 | **24,000,000 ** | 16,800,000 | 16,800,000 |
42
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
Number of options held by or at the nomination of key management personnel (who held office during the year) as at 30[th] June 2013:
| Options | Total | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Balance | Granted as | Options | Sold or | Balance | Total Vested | Exercisable | Unexercisable | ||
| 1Jul 11 | Remuneration | Lapsed | Exercised | Net Change | 30 Jun 12 | 30 Jun 12 | 30 Jun 12 | 30 Jun 12 | |
| Specified | |||||||||
| Executives | |||||||||
| J Maeji | 11,410,142 | - | 57,590 | - | (57,590) | 11,352,552 | 8,227,552 | 8,227,552 | 3,125,000 |
| N Abernethy | 2,372,329 | - | - | - | - | 2,372,329 | 1,372,329 | 1,372,329 | 1,000,000 |
| S Hartwig | 750,000 | - | - | - | 750,000 | 750,000 | 750,000 | - | |
| 14,532,471 | - | 57,590 | - | (57,590) | **14,474,881 ** | 10,349,881 | 10,349,881 | 4,125,000 |
(f) Shareholdings
Number of shares held by or at the nomination of Directors and key management personnel as at 30[th] June 2013:
| Balance 1 Jul 12 |
Received as Remuneration |
Rights Issue Alloted |
Purchased Non- Remuneration |
Sold | Options Exercised |
Net Change | Balance 30 Jun 13 |
|
|---|---|---|---|---|---|---|---|---|
| Parent Entity Directors | ||||||||
| M Bouris |
- | - |
- |
- |
- | |||
| R Martin |
- | - |
- | - |
- |
- | - | - |
| G Cumming | 8,500,000 | - |
- | - |
- |
- | - | 8,500,000 |
| S Andersen |
- | - |
- | - |
- |
- | - | - |
| J Hurrell |
- | - |
- | - |
- |
- | - | - |
| 8,500,000 | - |
- | - |
- |
- |
- | 8,500,000 |
(g) Remuneration practices
Remuneration Policy
The Board’s policy for determining the nature and amount of remuneration for Non-executive Directors and Executive Directors and Senior Executives (collectively Executives) of the economic entity is as follows:
The remuneration structure that has been adopted consists of the following components:
-
Fixed remuneration being annual salary; and
-
Short term incentives, being employee share schemes and bonuses.
The Nomination and Remuneration Committee assess the appropriateness of the nature and amount of remuneration on a periodic basis by reference to recent employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality Board and executive team.
The payment of bonuses, share options and other incentive payments are reviewed by the Nomination and Remuneration Committee annually as part of the review of executive remuneration and a recommendation is put to the Board for approval. All bonuses, options and incentives must be linked to pre-determined performance criteria.
43
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
Short Term Incentive (STI)
Anteo performance measures involve the use of annual performance objectives, metrics, performance appraisals and continuing emphasis on living the company values. The performance measures are set annually after consultation with the directors and executives and are specifically tailored to the areas where each executive has a level of control. The measures target areas the Board believes hold the greatest potential for expansion and profit and cover financial and non-financial measures.
The KPI’s for the Executive Team are summarised as follows: Performance area:
-
Financial – completion of agreements, profitability and improvement in share price; and
-
Non-financial - strategic goals set by each individual business unit and holistic companywide performance criteria, including human resources, Workplace, Health & Safety and technical outcomes.
The STI program incorporates both cash and share-based components for the executive team and other employees. The Board may, at its discretion, award bonuses for exceptional performance in relation to each person’s pre-agreed KPIs.
All remuneration paid to Directors and Executives is valued at the cost to the Company and expensed. Shares (if any) attained by Directors and Executives are valued as the difference between the market price of those shares and the amount paid by the Director or Executive. Options are valued using methodologies set out in Notes 1(r) and 5 of the Financial Statements.
Executive Directors and Executives (Executives)
The remuneration policy of Anteo Diagnostics Limited currently consists of a base remuneration and in some cases the consideration of a short term cash incentive, and a long term incentive through the issue of options at the Board’s discretion. The Board believes the policy is appropriate as it repositions itself in the market, aligning Executive objectives with shareholder and business objectives.
The remuneration policy, setting the terms and conditions for the Executives was developed by the Nomination & Remuneration Committee, and approved by resolution of the Board. All eligible Executives receive a base salary and superannuation with options issued at the discretion of the Board. The Board of Directors, excluding Executive Directors, review Executive packages annually by reference to the economic entity’s performance, Executive performance and comparable information from industry sectors and other listed companies in similar industries. Executive performance is evaluated based on achievement of Business Plan and objectives set by the Board. Performance evaluation of Executives was carried out during the reporting period, in accordance with the remuneration policy.
Non-Executive Directors
The Board policy is to remunerate Non-Executive Directors at market rates for comparable companies for time, commitment and responsibilities. The Nomination & Remuneration Committee determines payments to the Non-Executive Directors and reviews their remuneration annually, based on market practice, duties and accountability. Independent external advice is sought when required. Any changes to the maximum aggregate amount of fees that can be paid to Non-Executive Directors is subject to approval by shareholders at the Annual General Meeting. Fees for Non-Executive Directors are not linked to performance of the economic entity. However to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company and are able to participate in the employee share option plan. Non-Executive Directors receive a superannuation guarantee contribution required by the Government, which is currently 9.25%, and do not receive any other retirement benefits.
44
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
| Note | 2013 | 2013 | 2012 | 2012 | |
|---|---|---|---|---|---|
| $ | $ | ||||
| 6. AUDITORS’ REMUNERATION | |||||
| Remuneration of the auditors of the company for: | |||||
| - Auditingor reviewingfinancial report | 51,820 | 50,767 | |||
| 51,820 | 50,767 | ||||
| 7. EARNINGS PER SHARE (EPS) | |||||
| Weighted average number of ordinary shares outstanding during the year used in the calculation of basic EPS |
769,253,509 | 763,000,430 | |||
| Weighted number of dilutive options outstanding | 50,357,090 | 52,015,254 | |||
| Weighted average number of ordinary shares outstanding during the year used in the calculation of diluted EPS |
819,610,599 | 815,015,684 | |||
| 8. CASH ASSETS | |||||
| Cash on hand | 446 | 924 | |||
| Cash at bank | 2,416,600 | 4,727,706 | |||
| Deposits at call | 204,026 | 154,544 | |||
| 2,621,072 | 4,883,174 | ||||
| 9. RECEIVABLES | |||||
| CURRENT | |||||
| Trade debtors | 144,100 | 143 | |||
| 144,100 | 143 | ||||
| Other debtors | 257,554 | 42,569 | |||
| 401,654 | 42,712 |
45
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
| 2013 Trade Debtors Otherdebtors |
144,100 257,554 Net Amount |
Past Due but not impaired (days overdue) < 30 31-60 61-90 > 90 - - - - - - - - |
144,100 257,554 Within initial trade |
- - Impairment Provision |
|---|---|---|---|---|
| Total | 401,654 | - - - - |
401,654 | - |
| 2012 Trade Debtors Otherdebtors |
143 42,569 |
- - - - - - - - |
143 42,569 |
- - |
| Total | 42,712 | - - - - |
42,712 | - |
Allowance for Impairment of Receivables
Current trade receivables are non-interest bearing and generally on 14 day terms. Allowance for impairment is recognised when there is objective evidence that an individual trade receivable is impaired. These amounts have been included in the other expenses item.
No allowance for impairment was made during 2013 nor 2012.
| Note | 2013 | 2012 | |
|---|---|---|---|
| $ | $ | ||
| 10. OTHER ASSETS | |||
| CURRENT | |||
| Prepayments | 1,731 | 2,129 | |
| Deposits | - | 638 | |
| 1,731 | 2,767 | ||
| 11. PROPERTY, PLANT AND EQUIPMENT | |||
| Plant and equipment, at cost | 1,279,188 | 1,300,651 | |
| Accumulated depreciation | (1,098,906) | (1,111,197) | |
| 180,282 | 189,454 | ||
| Furniture and fittings, office equipment, at cost | 450,308 | 494,237 | |
| Accumulated depreciation | (379,699) | (400,946) | |
| 70,609 | 93,291 | ||
| Total Property, Plant and Equipment | 250,891 | 282,745 |
46
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
Movements in carrying amounts
Movement in carrying amounts for each class of property, plant and equipment between the beginning and end of the financial year is as follows:
| 2013 | Furniture, Office Equipment |
Plant and Equipment |
Total | |
|---|---|---|---|---|
| $ | $ | $ | ||
| Carrying amount at start of year | 93,291 | 189,454 | 282,745 | |
| Additions | 3,465 | 91,383 | 94,848 | |
| Loss on Assets Written down | - |
- | - | |
| Disposals | (1,471) | (339) | (1,810) | |
| Depreciation / amortisation | (24,676) | (100,216) | (124,892) | |
| Carryingamount at end ofyear | 70,609 | 180,282 | 250,891 | |
| 2012 | Furniture, Office Equipment |
Plant and Equipment |
Total | |
| $ | $ | $ | ||
| Carrying amount at start of year | 86,179 | 195,695 | 281,874 | |
| Additions | 35,019 | 74,223 | 109,242 | |
| Loss on Assets Written Down | - |
- | - | |
| Depreciation / amortisation | (27,907) | (80,464) | (108,371) | |
| Carryingamount at end ofyear | 93,291 | 189,454 | 282,745 | |
| Note | 2013 | 2012 | ||
| $ | $ | |||
| 12. PAYABLES | ||||
| Trade creditors | 144,336 | 90,172 | ||
| Sundrycreditors and accrued expenses | 155,470 | 148,440 | ||
| 299,806 | 238,612 | |||
| 13. PROVISIONS | ||||
| CURRENT | ||||
| Employee benefits | 13(a) | 199,776 | 200,221 | |
| 199,776 | 200,221 | |||
| (a)Aggregate employee benefits | 199,776 | 200,221 | ||
| (b)Number of employees atyear end | 15 | 15 |
47
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
| Note | 2013 | 2012 | |
|---|---|---|---|
| $ | $ | ||
| 14 (a). CONTRIBUTED EQUITY | |||
| Closingbalance contributed equity | 31,968,536 | 31,808,049 | |
| Balance at beginning of year: | |||
| Opening balance contributed equity | 31,808,049 | 31,749,967 | |
| Shares issued during the year: | |||
| Issue of shares | 160,487 | 58,082 | |
| Costs associated with share issues | - | - | |
| Balance at the end of year | |||
| Closingbalance contributed equity | 31,968,536 | 31,808,049 | |
| 14 (b). SHARE OPTIONS | |||
| Closingbalance contributed equity | 329,062 | 312,892 | |
| Balance at beginning of year: | |||
| Opening balance contributed equity | 312,892 | 109,384 | |
| Shares issued during the year: | |||
| Issue of options | 78,924 | 204,090 | |
| Lapsed/Excercised Options | (62,754) | (582) | |
| Balance at the end of year | |||
| Closingbalance contributed equity | 329,062 | 312,892 | |
| Ordinary shares at the beginning of reporting period | 765,176,591 | 762,301,591 | |
| Sharesissued during the period | 5,175,000 | 2,875,000 | |
| Fully paid ordinary shares at reporting date | 770,351,591 | 765,176,591 | |
| Options on Issue at the beginning of reporting period | 54,205,684 | 43,657,940 | |
| Options issued during the period | 500,000 | 13,600,000 | |
| Options converted or lapsed during the period | (5,679,800) | (3,052,256) | |
| Options on Issue at reporting date | 49,025,884 | 54,205,684 | |
Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholders meetings each ordinary share is entitled to one vote when a poll is called, otherwise each shareholder has one vote on a show of hands.
On 26th March 2012 the Company issued 200,000 shares at $0.02 to the holder of options exerciseable at that price.
On 28th March 2012 the Company issued 2,500,000 shares at $0.02 to the holder of options exerciseable at that price.
On 21st June 2012 the Company issued 175,000 shares at $0.02 to the holder of options exerciseable at that price.
Between 25th July 2012 and 27th September 2012 the Company issued 5,175,000 shares at $0.02 to the holders of options exerciseable at that price.
48
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
Capital Management
Management controls the capital of the group to ensure that the group can fund its operations and continue as a going concern.
The group’s debt and capital includes ordinary share capital, options and financial liabilities, supported by financial assets.
There are no externally imposed capital requirements.
Management effectively manages the group’s capital by assessing the group’s financial risks and adjusting its capital structure in response to changes in these risks and in the market. These responses include the management of cash position and share issues.
There have been no changes in the strategy adopted by management to control the capital of the group since the prior year.
| Note | 2013 | 2012 | |
|---|---|---|---|
| $ | $ | ||
| Total Payables | 12 | 299,806 | 238,614 |
| Less Cash and Cash Equivalents | 8 | (2,621,072) | (4,883,174) |
| Net Cash Surplus | (2,321,266) | (4,644,560) | |
| Total Equity | 2,775,766 | 4,772,565 | |
| Gearing Ratio | N/A | N/A |
15. RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES
i. Cash Flows from operating activities:
| Net loss | (2,179,223) | (2,380,199) |
|---|---|---|
| Non-cash items: | ||
| Depreciation and Amortisation | 124,892 | 108,371 |
| (Profit) / Loss on disposal of non current assets | 1,810 | - |
| Share based remuneration | 78,924 | 204,090 |
| Changes in assets and liabilities: | ||
| Decrease / (increase) in receivables | (358,940) | 94,640 |
| Decrease / (increase) in other current assets | 1,036 | (319) |
| (Decrease) / increase in trade creditors and accruals | 61,193 | 21,568 |
| (Decrease) / increase in other current liabilities | (446) | 23,172 |
| Net cash flows from operations | (2,270,754) | (1,928,677) |
ii. For the purpose of this statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts, as shown in Note 8.
iii. Credit Facilities. The economic entity has no unused credit facilities with Banks or other financial institutions.
49
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
16. SEGMENT REPORTING
The economic entity operates in the life sciences sector. Furthermore, although activities are conducted in a number of countries, the core business functions supporting the activities of the economic entity are located in Australia. The Company has concluded that there is only one segment at this time and the entire fincanical report reflects the operations and activities of the group.
17. RELATED PARTY TRANSACTIONS
Shubrick Investments Pty Ltd
Richard Martin is a Director of Shubrick Investments Pty Ltd. During the year, Shubrick Investments Pty Ltd invoiced the Company for the following services.
-
a. Director’s fees - $45,000 (2012: $48,750). Note these amounts are included in Directors Remuneration in the Director’s Report.
-
b. Fees for Chief Financial Officer services - $120,000 (2012: $89,250).
Share Transactions of Directors - Directors and Director-related entities holding shares directly, indirectly or beneficially as at the reporting date have the equity interests set out in Note 5.
18. CAPITAL AND LEASING COMMITMENTS
(a) Operating lease commitments
Non-cancellable operating leases contracted for but not capitalised in the financial report. This lease relates to the current business premises and expires in November 2012.
| Note | 2013 | 2012 | ||
|---|---|---|---|---|
| $ | $ | |||
| (a) Operating Lease Commitments | ||||
| Payable: | ||||
| - Not later than one year | 284,929 | 97,560 | ||
| - Later than oneyear and not later than fiveyears | 1,032,628 | - | ||
| 1,317,557 | 97,560 | |||
| (b) Capital Expenditure Commitments | ||||
| Plant and Equipment Purchases | - | 83,577 | ||
| - | 83,577 | |||
| Payable: | ||||
| - Not later than oneyear | - | 83,577 | ||
| - | 83,577 | |||
| (c) Operating Lease Receivables | ||||
| Receivable: | ||||
| - Not later than one year | 74,345 | 13,264 | ||
| - Later than oneyear and not later than fiveyears | 82,005 | - | ||
| 156,350 | 13,264 |
50
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
19. FINANCIAL INSTRUMENTS
(a) Financial Risk Management Policies
The group’s financial instruments consist mainly of deposits with banks, accounts receivable and payable, loans to and from subsidiaries.
The main purpose of non-derivative financial instruments is to finance for Group operations. There are no derivatives used by the Group.
i. Treasury Risk Management
The senior management of the Group regularly analyse the financial risk exposure to evaluate treasury management strategies in the context of the most recent economic conditions and forecasts.
The management strategy seeks to assist the economic entity in meeting its financial targets, whilst minimising potential adverse effects on the financial performance.
The senior management operates under policies approved by the Board of Directors, risk management policies are approved and reviewed by the Board on a regular basis. These include credit risk policies and future cash flow requirements.
ii. Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are interest rate risk, foreign currency risk, liquidity risk and credit risk.
Interest Rate Risk
There is no significant interest expense rate risk as the Group does not have any external debt. Interest income rate risk is managed by placing cash excess to short term needs on deposit with one of top four banks in Australia. For further details on interest rate risk refer to Note 19 (b) (iii).
Foreign Currency Risk
The economic entity is not exposed to significant financial risks from movements in foreign exchange rates as there are no material financial assets and liabilities denominated in foreign currencies. This is inclusive of both on and off statement of financial position financial instruments. The Group does not participate in any type of hedging transaction or derivatives.
Liquidity Risk
The Group manages liquidity risk by monitoring forecast cash flows.
Credit Risk
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount as disclosed in the statement of financial position and notes to the financial statements.
Trade debtors that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed in Note 9.
51
ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
(b) Financial Instruments
i. Net Fair Values
For all financial assets and liabilities the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets. The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the statement of financial position and in the notes to the financial statements.
ii. Financial Instruments composition and maturity analysis
The tables below reflect the settlement terms for financial instruments of a fixed period of maturity, as well as management’s expectations of the settlement period for all other financial instruments.
Trade and sundry payables are expected to be paid as follows:
| Note 2013 2012 |
Note 2013 2012 |
Note 2013 2012 |
Note 2013 2012 |
Note 2013 2012 |
Note 2013 2012 |
Note 2013 2012 |
|---|---|---|---|---|---|---|
| $ $ Trade and Sundry Payables are expected to be paid as follows: - Less than 6 months 299,806 238,612 299,806 238,612 |
||||||
| Consolidated Group |
Weighted average effective interest rate |
Floating interest rate | Fixed interest rate maturing | Non-interest Bearing | Total | |
| 2013 2012 % % |
2013 2012 $ $ |
2013 2012 $ $ Within 1 year |
2013 2012 $ $ 1 to 5 years |
2013 2012 $ $ |
2013 2012 $ $ |
|
| Financial Assets |
||||||
| Cash | 3.50% 4.75% |
2,503,072 4,765,174 | 118,000 - |
- 118,000 | - - |
2,621,072 4,883,174 |
| Receivables | 0.00% 0.00% |
- - |
- - |
- - |
401,654 42,712 |
401,654 42,712 |
| Total Financial Assets |
2,503,072 4,765,174 | 118,000 - |
- 118,000 | 401,654 42,712 |
3,022,726 4,925,886 |
|
| Financial Liabilit | ies | |||||
| Payables | 0.00% 0.00% |
- - |
- - |
- - |
299,806 238,612 | 299,806 238,612 |
| Total Financial Liabilities |
- - |
- - |
- - |
299,806 238,612 | 299,806 238,612 |
iii. Sensitivity Analysis
Interest Rate Risk
The group has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. The sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks.
At 30 June 2013, the effect on profit and equity as a result of changes in the interest rate, with all other variables remaining constant would be as follows:
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
| Cash held in 2012 Weighted average interest rate Estimated interest earned Movement in Profit Cash held in 2013 Weighted average interest rate Estimated interest earned Movement in Profit |
Cash held in 2012 Weighted average interest rate Estimated interest earned Movement in Profit Cash held in 2013 Weighted average interest rate Estimated interest earned Movement in Profit |
|
|---|---|---|
| 91,738 | ||
| Location 2013 2012 |
||
| Parent entity: Anteo Diagnostics Limited Aust Subsidiaries: Bio-Layer Pty Limited Aust 100% 100% Aged Care Diagnostics Pty Limited Aust 100% 100% |
||
| 2013 2012 $ $ Result of the Parent Entity Net Loss 431,658 461,931 Financial Position of Parent Entity Current assets 9,793,296 10,035,476 Non current assets 3,700,001 3,700,001 TOTAL ASSETS 13,493,297 13,735,477 CURRENT LIABILITIES Current liabilities 76,157 69,103 TOTAL LIABILITIES 76,157 69,103 NET ASSETS 13,417,140 13,666,374 EQUITY Contributed equity 53,035,819 52,859,162 Accumulated losses (39,618,679) (39,192,788) TOTAL EQUITY 13,417,140 13,666,374 |
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2013
22. AFTER BALANCE DATE EVENTS
There are no after balance date events that the Directors believe should be reported to shareholders
The financial report was authorised for issue on the 19[th] August 2013 by the Board of Directors.
23. COMPANY DETAILS
The registered office and principal place of business of the Company is:
4/26 Brandl Street Eight Mile Plains QLD 4113
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
DIRECTORS’ DECLARATION
The Directors of Anteo Diagnostics Limited declare that:
-
1) The financial statements and notes, as set out on pages 26 to 54 are in accordance with the Corporations Act 2001 and:
-
a) comply with Accounting Standards, the Corporations Regulations 2001;and
-
b) give a true and fair view of the financial position as at 30 June 2013 and of the financial performance for the year ended on that date of the Consolidated Entity,
-
2) The Chief Executive Officer and the Chief Financial Officer have declared that :
-
a) The financial records for the Company for the financial year have been properly maintained in accordance with section 286 of the Corporations Act 2001;
-
b) The financial statements and notes for the financial year comply with the Accounting Standards; and
-
c) The financial statements and notes for the financial year give a true and fair view.
-
3) There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable having regard to the disclosures made in Note 1 to the financial statements.
-
4) Note 1 confirms that the consolidated financial statements also comply with International Financial Reporting Standards.
Signed in accordance with a resolution of the Board of Directors
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Mr Mark Bouris Chairman Dated this 19[th] day of August 2013
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
AUDITOR’S INDEPENDENCE DECLARATION
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
INDEPENDENT AUDIT REPORT
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
INDEPENDENT AUDIT REPORT
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
INDEPENDENT AUDIT REPORT
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
ADDITIONAL ASX INFORMATION
SHAREHOLDINGS AS AT 19 AUGUST 2013
Distribution of shareholdings:
| Holding From | Holding To | No. of Holders | Total Shares Held | % |
|---|---|---|---|---|
| 1 | 1,000 | 1,061 | 472,305 | 0.06 |
| 1,001 | 5,000 | 440 | 1,100,282 | 0.14 |
| 5,001 | 10,000 | 228 | 1,819,597 | 0.24 |
| 10,001 | 100,000 | 902 | 41,791,224 | 5.43 |
| Holdings larger than | 100,000 | 769 | 725,167,840 | 94.14 |
| TOTAL | 3,478 | 770,351,591 | 100.00 |
Voting rights:
In accordance with the Company’s constitution, the following rights to vote apply to members holding ordinary shares:
-
(a) On a show of hands every member present in person or by proxy or attorney or representative will have one vote; and
-
(b) on a poll every member present in person or by proxy, attorney or representative will have one vote for each fully paid share held.
Holdings less than a Marketable Parcel:
As defined by the ASX Listing Rules a marketable parcel is a parcel of securities of not less than $500 in value based on the closing price on SEATS the date before the issue of the notice. At the date of this report, in relation to ordinary shares in the Company, a marketable parcel equates to 7,463 ordinary shares. The number of shareholders holding less than a marketable parcel and the number of shares held by them were as follows:
No. of holders holding less than a marketable parcel
as follows: |
||
|---|---|---|
| No. of holders | holding less than a marketable parcel | 1,657 |
| No. of shares | held | 2,679,944 |
Names and details of substantial shareholders
The following is a listing of Substantial Shareholders as at 19 August 2013.
| Name of Substantial Shareholder | Shares held | % of Total |
|---|---|---|
| Shares | ||
| First Cape Management Pty Ltd <FCM Unit | 110,401,278 | 14.3 |
| A/c> |
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
ADDITIONAL ASX INFORMATION
Top 20 shareholders
The following is a listing of the 20 largest shareholders at 19 August 2013 together with the number of shares held and the percentage of total shares held.
hares held and the percentage of total shares held. |
||
|---|---|---|
| Shareholder | Shares Held | % |
| First Cape Management Pty Ltd | 77,511,398 | 10.062 |
| Austcorp No 190 Pty Ltd | 32,955,566 | 4.278 |
| Nimrod Finance Limited | 19,867,574 | 2.579 |
| Mr Ian Andrew Noble & Mrs Annette Joy Noble <Noble Family Retire | ||
| Fund A/C> | 17,000,000 | 2.207 |
| Mrs Elizabeth Anne Sietsma | 17,000,000 | 2.207 |
| Sietsma Holdings Pty Ltd | 11,000,000 | 1.428 |
| Masali Pty Ltd | 10,750,000 | 1.395 |
| Mr Thomas David Cumming | 10,500,000 | 1.363 |
| Miss Wei Wei Wai | 9,328,863 | 1.211 |
| Hsbc Custody Nominees (Australia) Limited | 7,938,448 | 1.030 |
| Mr Konstantinos Bagiartakis | 7,894,755 | 1.025 |
| Bt Portfolio Services Limited | 7,000,000 | 0.909 |
| Growsmart Super Fund Pty Ltd | 6,800,000 | 0.883 |
| Thrillhouse & Thrillhouse Pty Ltd | 6,337,249 | 0.823 |
| Mr Nobuyoshi Joe Maeji | 6,315,781 | 0.820 |
| JP Morgan Nominees Australia Limited | 5,768,038 | 0.749 |
| Mr Adrian Quilter-Harvey & Ms Vanessa Krivograd <Harvey Family | ||
| S/F A/C> | 5,360,000 | 0.696 |
| Act2 Pty. Limited | 5,000,000 | 0.649 |
| Koranya Pty Ltd | 4,839,400 | 0.628 |
| ABN Amro Clearing Sydney Nominees Pty Ltd | 4,746,436 | 0.616 |
| Total Top 20 Shareholders | 273,913,508 | 35.557 |
Total Top 20 Shareholders
On-market buy-back There is currently no proposal to undertake an on-market buy-back of the Company’s securities. Company Secretary: Mr Shane Hartwig Company Registered Office: 4/26 Brandl Street, Eight Mile Plains QLD 4113 (07) 3219 0085 Share Registry: Boardroom Pty Limited Level 2, 28 Margaret Street Sydney.NSW 2000 1300 737 760 Stock Exchange Listing: The Company’s securities are quoted on the official list of the ASX. The ASX listing code for the Company’s securities is: Ordinary shares - ADO
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ANTEO DIAGNOSTICS LIMITED ABN 75 070 028 625
ADDITIONAL ASX INFORMATION
Unquoted Securities:
(a) Employee Option Plan
- The Employee Option Plan last approved by shareholders on 24[th] October 2011, provides that employees may be issued options to acquire shares in the Company. These options are not quoted on the Australian Stock Exchange. As at 19 August 2013 the total number of Options issued under the Employee Option Plan was 13,700,000 held by nineteen holders.
(b) Other Unlisted Options
The following unlisted options to acquire ordinary shares are on issue as at 19[h] August 2013:
| Options issued to the vendors of Bio-Layer | 7,128,555 |
|---|---|
| Options issued to Directors | 24,000,000 |
| Total other unlisted options to acquire ordinary shares | 31,128,555 |
The 7,128,555 vendor options are held by 17 holders. The following entities hold more than 20% of these unlisted options:
| Joe Maeji | 3,660,142 |
|---|---|
| First Cape Management Pty. Limited | 1,543,951 |
| Jason Armstrong | 1,543,951 |
(c) Unquoted shares
There were nil unquoted fully paid ordinary shares as at 19[th] August 2013.
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