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Immuron Ltd — Regulatory Filings 2008
Sep 29, 2008
35121_rns_2008-09-29_79f7f125-0ad2-45cd-abb0-54d9844c44a2.pdf
Regulatory Filings
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30 September 2008
The Manager The Company Announcement Office Australian Stock Exchange Limited Sydney NSW
Dear Sir Re Annual Report
Attached is the Annual Report for the year ended 30 June 2008.
Yours faithfully
Graeme Stevens Company Secretary
ABN 80 063 114 045 AUSTRALIA Level 1, 39 Leveson Street North Melbourne VIC 3051 Tel (61) 3 9018 4880 Fax (61) 3 9018 4881
USA The Empire State Building 350 Fifth Avenue 59th Floor New York, N.Y. 10118 Tel 646 402 5289 Fax 646 390 3238
Anadis Limited
ABN 80 063 114 045
Annual Report –30 June 2008
| Contents | Page |
|---|---|
| Company Particulars | 2 |
| Directors' and Remuneration Reports | 3 |
| Auditor's Independence Declaration | 17 |
| Corporate Governance Statement | 18 |
| Finance report | |
| Income Statement | 23 |
| Balance Sheet | 24 |
| Statement of Recognised Income and Expense | 25 |
| Cash flow Statement | 26 |
| Notes to the Financial Statements | 27 |
| Directors' Declaration | 58 |
| Independent Audit Report to the Members | 59 |
| Additional ASX Information | 62 |
This financial report covers Anadis Limited as an individual entity. The financial report is presented in Australian currency.
Anadis Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Anadis Limited, Level 1, 39 Leveson Street North Melbourne Victoria 3051
A description of the nature of the entity's operations and its principal activities is set out in the Directors' Report on page 3.
The financial report was authorised for issue by the directors on 25 September, 2008. The Company has the power to amend and reissue the financial report.
Through the use of the Internet, we have ensured that our corporate reporting is timely, complete and available globally at minimum cost to the Company. All press releases, financial reports and other information are available at our 'Investor information' section on our website www.anadis.com.au
| Directors Non Executive Directors |
Dr. Peter Jenkins Chairman | |
|---|---|---|
| Mr. Arie Nudel | ||
| Professor Roy Robins-Browne | ||
| Professor Colin Chapman | ||
| Mr. Simon Sallka | ||
| Executive Director and Chief Executive Officer |
Dr Zeil Rosenberg | |
| Secretary | Mr Graeme Stevens | |
| Notice of Annual General Meeting | The Annual General Meeting of Anadis Limited | |
| will be held at the offices of PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard |
||
| time: | Southbank VIC 3006 10.30AM |
|
| date: | 19 November, 2008 | |
| A formal notice of meeting is enclosed | ||
| Principal registered office in Australia | Level 1, 39 Leveson Street | |
| North Melbourne VIC 3051 | ||
| Telephone: (61) 3 9018 4880 Facsimile: (61) 3 9018 4881 www.anadis.com.au |
||
| Country of incorporation | Australia | |
| Share register | Computershare Registry Services Pty Ltd Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Telephone: 1300 850 505 |
|
| Auditor | PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank VIC 3006 |
|
| Solicitors | Lander & Rogers Lawyers Level 12, 600 Bourke Street Melbourne VIC 3000 |
|
| Bankers | Australia and New Zealand Banking Group Limited 222 Exhibition Street Melbourne VIC 3000 |
|
| Stock Exchange Listing | Anadis Limited shares are listed on the Australian Stock Exchange |
Your directors present their report on Anadis Limited for the year ended 30 June 2008.
Directors
The names and details of the Directors of the Company in office during the financial year and until the date of this report are:
Dr Peter Jenkins Arie Nudel Professor Roy Robins-Browne Professor Colin Chapman Appointed 18 June 2008. Simon Sallka Appointed 18 June 2008. Dr Zeil Rosenberg Appointed 18 June 2008. Roman Zwolenski was a director from the beginning of the financial year until his resignation on 18 June 2008. Philip Molyneux was a director from the beginning of the financial year until his resignation on 20 July, 2007.
Principal activities
Anadis Limited is a research-driven biopharmaceutical Company focused on the use of polyclonal antibodies for the treatment and prevention of major diseases.
Anadis Limited also conducted a manufacturing operation in health foods until the sale of that business in February 2008.
Operating results and dividends
The operating loss attributable to members of Anadis Limited for the year ended 30 June 2008 was \$2,858,337 (2007: \$3,281,236).
No dividends were paid or declared during the period.
Review of operations and results
In comparing the losses in respect of the 2007 and 2008 year's we need to allow for some significant items that impacted on the results for each of those years which are summarised as follows:
| 2008 | 2007 | |
|---|---|---|
| \$ | \$ | |
| Loss for year | (2,858,337) | (3,281,236) |
| Profit from sale of building | - | ( 330,396) |
| Impairment charge in respect of inventories | - | 868,317 |
| Profit benefit from sale of inventory previously impaired | ( 181,789) | - |
| Impairment of receivables | 390,000 | - |
| Adjusted loss for the year | (2,650,126) | (2,743,315) |
The 2008 year has been a transitional year in that the contract manufacturing of health products business was sold in February 2008 and under the new management structure, established an international focus with the establishment of an office in New York and the appointment of a Vice President of Business Development.
The Company continued to pursue a comprehensive research and development programme during the year and has continued to be successful in obtaining government grants to assist in its various research and development projects. Income from these grants increased by approximately \$200,000 during the year and has partially funded the increase in external research and development costs incurred during the year.
The focus of the Company is on adding value to its folio of intellectual property through ongoing research either on its own account or in conjunction with partners who have complimentary expertise in our line of research.
The increase of 92% in the level of Travelan sales during the year is very pleasing as there has been considerable expenditure over the past two years in promoting and marketing Travelan as the preferred product for travellers to safeguard against travellers diarrhoea.
The Company discontinued its involvement in the contract manufacturing of functional food products with the sale of that division in February 2008. Note 4 to the accounts, segment information, indicates the level of other income generated from continuing operations and revenues generated from the discontinued operations, being the contract manufacturing business. Within the profit of \$77,427 from discontinued operations in the 2008 numbers, there is a significant charge for the non recovery of receivables amounting to \$390,000. Of that amount, \$375,000 related to one customer who had been placed into Administration. Present indications from the Administrator are that there will be little likelihood of any recovery of that debt.
Significant changes in the state of affairs
In February 2008 the Company sold its contract manufacturing business. Details of that transaction are set out in note 9 to the accounts. Additional capital was raised during the year with the issue of shares and options amounting to \$1,967,737, after allowing \$69,189 for costs associated with the fund raising. Apart from the above matters there were there are no other significant changes to the Company's state of affairs.
Matters subsequent to the end of the financial year
There are no significant events which have occurred since 30 June 2008.
Likely developments and expected results of operations
Anadis Limited continues to be principally a research company developing human therapeutics from bovine colostrum. The development of a nutraceuticals business alongside the research programme allows the Company to exploit the research results at an earlier stage than pharmaceutical proof.
Environmental regulation
Anadis Limited complies with all State and Local Health standards for the manufacture of dairy based products and is approved as a registered food processing facility (licence number 20379) under the Australian Code of Practice for Dairy Factories, Dairy Food Safety Act (Victoria).
Anadis Limited has also obtained registration;
- As an export establishment for the production of prescribed goods within the Australian Quarantine Inspection Service (AQIS) EST No. 2576. The Company is HACCP and GMP accredited, and
- To produce veterinary products under an Australian Pesticides & Veterinary Medicines Authority (APVMA) Manufacturers Licence.
Information on Directors
Roman Zwolenski BSc Chairman - non-executive Director. Resigned 18 June 2008. Age 61
Experience and expertise
Non-executive director for 5 years and appointed Chairman on 20 July, 2007.
Roman was Managing Director/Chief Executive Officer of ASX listed biotech companies Agen Biomedical Ltd and AMBRI Ltd. His career includes 11 years in senior management with major healthcare corporations including Roche in Australia, the UK and Switzerland. He is a fellow of the Australian Institute of Company Directors.
Other current directorships
USCOM Ltd – Non-executive director since October 2002.
Former directorships in last 3 years
AMBRI Ltd - Non-executive director from September 2003, Managing Director October 2003 to April, 2007.
Special responsibilities
Member of the Audit & Risk Management Committee until his resignation on 18 June 2008.
Interests in shares and options
350,000 ordinary shares in Anadis Limited 96,957 ordinary shares in the name of Anadis ESP Pty Ltd, as trustee for Roman Zwolenski.
Dr Peter Jenkins M.B.B.S., F.R.A.C.P. Independent non-executive Director. Age 62
Experience and expertise
Non executive director of Anadis since 1994. Appointed Chairman 23 July 2008.
Dr Peter Jenkins is a consultant physician and gastroenterologist and has held or holds both clinical research positions within the Alfred Hospital and also the Baker Medical Research Institute, Melbourne. Dr. Jenkins is a Director of a number of private and public biotechnology companies. He is experienced in the issues and problems that face early stage biomedical research and development companies in Australia.
Other current directorships Starpharma Holdings Ltd. Non-executive Director (since 1996) Aus Bio Ltd. Executive Director (since 2000)
Former Directorships in last 3 years None
Special responsibilities Chairman of Audit & Risk Management Committee Member of Scientific Committee
Interests in shares and options
1,200,000 ordinary shares in Anadis Limited – direct interest. 63,395 ordinary shares in the name of Anadis ESP Pty Ltd, as trustee for Dr. Jenkins 3,157,500 ordinary shares in Anadis Limited – indirect interest. 100,000 options expiring 22 August 2008 – indirect interest.
Arie Nudel, B.Comm, B.Sci Non-executive Director. Age 32
Experience and expertise
Non-executive director for 3 years.
Arie is a Director of Paracroft Pty. Ltd, and conducts a private consulting business. His career includes roles as a Network Engineer, Systems Analyst and Dealer for a Funds Management organization. Arie consults for Anadis Limited as well as a number of other private companies.
Other current directorships
A director of 4 private companies including Paracroft Pty Ltd, a major shareholder of Anadis Ltd.
Former directorships in last 3 years None
Special responsibilities Member of the Audit & Risk Management Committee
Interests in shares and options
146,000 ordinary shares in Anadis Limited - direct interest
13,001,953 ordinary shares in Anadis Limited - indirect interest
63,395 ordinary shares in the name of Anadis ESP Pty Ltd, as trustee for Arie Nudel.
Professor Roy Robins-Browne MB, BCh, PhD, FRCPA, FRCPath, FASM. Independent non-executive director Age 61
Experience and expertise
Non-executive director for 10 years.
Roy is Professor of Microbiology & Immunology at University of Melbourne. He is also Head of Microbiological Research, Murdoch Children's Research Institute.
Other current directorships
None
Former directorships in last 3 years None
Special responsibilities Chairman of Scientific Committee
Interests in shares and options
115,000 ordinary shares in Anadis Limited – direct interest 63,395 ordinary shares in the name of Anadis ESP Pty Ltd, as trustee for Professor Robins-Browne
Professor Colin Chapman B VSc (Hons) PhD FPS. Independent non-executive Director. Appointed 18 June 2008 Age 60
Experience and expertise
Professor Chapman is a former Dean of the Faculty of Pharmacy and Pharmaceutical Sciences at Monash University (1991-2006) and is now Professor of Pharmacy in the faculty. His current research interests centre on drug development, immunology, dermatology and veterinary pharmacology. His PhD was obtained following research centred on immunology at the Walter and Eliza Institute in Melbourne and he has maintained a keen professional interest and involvement in all aspects of immunology ever since. During his period as Dean of the Faculty of Pharmacy he played key roles in the commercialisation of a drug to prevent/treat influenza, Relenza®, and in the establishment of Acrux, a company formed to commercialise transdermal drug delivery techniques developed in the Faculty of Pharmacy.
Other current directorships
None
Former directorships in last 3 years None
Special responsibilities
Member of Scientific & Audit and risk Committees.
Interests in shares and options
617,154 ordinary shares in Anadis Limited – direct interest.
Simon Sallka B.Bus (Econ.) Dip.SIA Dip. BA Independent non-executive Director. Appointed 18 June 2008 Age 46
Experience and expertise
Simon brings to the Board over 25 years experience in investment management and investment analysis. He has worked for extended periods in the international investment markets of Japan, USA and Asia. He currently acts as a consultant to Japan Advisory LLC (J H Whitney Asia).
Other current directorships None
Former directorships in last 3 years None
Special responsibilities
Member of Audit & Risk committee.
Interests in shares and options
52,800 ordinary shares in Anadis Limited – direct interest 3,051,860 ordinary shares in Anadis Limited – indirect interest
Executive Director and Chief Executive Officer
Dr Zeil Rosenberg – appointed 18 June 2008
Experience and expertise
Dr. Zeil Rosenberg was appointed Chief Executive Officer on 26 April, 2007. He is a recognised physician and business executive with over 20 years of achievements in the global healthcare industry, with experience including 8 years at Becton Dickinson & Co as Worldwide Business Leader and Medical Director for Immunisation. Dr. Rosenberg serves as Chairperson, Committee on Terrorism and Emergency Preparedness at the American College of Preventative Medicine and is on the faculty of Columbia University's Mailman School of Public Health.
Other current directorships None
Former directorships in last 3 years None
Interests in shares and options
2,456,685 options expiring 30 September 2010 – exercisable at \$0.33 2,456,685 options expiring 30 September 2010 – exercisable at \$0.43
Company Secretary
The Company Secretary is Mr. Graeme Stevens who is a qualified Chartered Accountant. Graeme was appointed in November 2007 and acts as Chief Financial Officer as well as Company Secretary. Before joining Anadis Limited he held a similar position in another listed public company for 4 years.
Meetings of directors
The number of Directors meetings (including meetings of committees of Directors) held during the year and the number of meetings attended by each Director were as follows:
| Full meetings of directors |
Meeting of non-executive directors |
Audit & Risk Management |
Meeting of committees Scientific |
|||||
|---|---|---|---|---|---|---|---|---|
| Non executive Directors | a | b | a | b | a | b | a | b |
| Philip Molyneux ( Resigned 20 July 2007) | 1 | 1 | - | - | - | - | * | * |
| Roman Zwolenski | 12 | 12 | 2 | 2 | 2 | 2 | * | * |
| Dr. Peter Jenkins | 12 | 11 | 2 | 2 | 2 | 2 | 7 | 7 |
| Arie Nudel | 12 | 12 | 2 | 2 | 2 | 2 | * | * |
| Professor Roy Robins-Browne | 12 | 12 | 2 | 2 | * | * | 7 | 7 |
| Professor Colin Chapman ( Appointed 18 June 2008) | 1 | 1 | - | - | - | - | - | - |
| Simon Sallka ( Appointed 18 June 2008) |
1 | 1 | - | - | - | - | - | - |
| Executive Director | ||||||||
| Dr Z Rosenberg ( Appointed 18 June 2008) |
1 | 1 | - | - | - | - | - | - |
a = Number of meeting held during the time the director held office or was a member of the committee during the year.
b = Number of meetings attended.
* = Not a member of the relevant committee.
Remuneration report
The remuneration report is set out under the following main headings:
- A Principles used to determine the nature and amount of remuneration
- B Details of remuneration
- C Service agreements
- D Share-based compensation
- E Addition information
A. Principles used to determine the nature and amount of remuneration
Anadis is a research and development company specializing in products derived from bovine colostrum. As such, its funding mainly comes from capital raisings and the receipt of government research and development grants. For part of the current year the company generated cash funds from its contract manufacture business.
Anadis is listed on the Australian Stock Exchange ("ASX"). It currently incurs losses as its research expenditure exceeds the cash inflow. However, its first product, Travelan, was released to the Australian market in late 2004 and was released internationally in the current financial year.
Shareholder wealth is best measured by reference to success in research activities, and the price quoted on the ASX. Research into major potential products such as Travelan, EV 71 (for the prevention of enterovirus 71), and other general "gut health" items is progressing well. The technology platform is now targeting a number of other high value markets
including, influenza, gastro intestinal, and oral mucositis arising as a result of chemo and radio therapy. Anadis is also working in partnership with the Federal Government Agencies and the Department of Defence, in developing antibodies and delivery devices for the containment, decontamination and identification of bioterrorism agents.
The Board of Directors is responsible for determining and reviewing compensation arrangements for the Directors, the Chief Executive Officer and the executive team. The Board assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from retention of a high quality Board and executive team.
The framework provides a mix of fixed and variable pay and long-term incentives.
Non-executive Directors
Fees and payments to non-executive Directors reflect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors' fees and payments are reviewed annually by the Board. The Chairman's fees are determined independently to the fees of non-executive Directors based on comparative roles in the external market. Following approval by the members at the 2007 annual general meeting Directors have the option to take up 50% of their fees in shares in the Company. Directors are also eligible to receive share options when approved by shareholders.
Directors' fees
The current base remuneration was last reviewed with effect from 1 July 2005. The Chairman's remuneration is inclusive of committee fees while additional fees are also paid to non-executive Directors for their membership of Board committees. Bonuses are not paid.
Non-executive Directors fees are determined within an aggregate Directors' fee pool limit, which is periodically recommended for approval by shareholders. The pool, which was last varied by shareholders on 8 November 2005, stands at \$350,000 for cash remuneration.
The following fees have been applied following approval by the Board
| From 1 July, 2007 to 30 June, 2008. \$ |
|
|---|---|
| Base fee | |
| Chairman | 60,000 |
| Other non-executive Directors | 37,500 |
| Additional fees | |
| Committees – Chairman | 5,000 |
| Committees - Member | 5,000 |
Retirement allowances for Directors.
Non-executive Directors' retirement payments are limited to compulsory employer superannuation.
Executive pay
The executive pay and reward framework has three components:
- Base pay and benefits, and
- Long term incentives which are currently limited to participation in the Anadis Limited Employee Share Option Plan and the Anadis Limited Executive Officer Share Plan (Refer Section D (i) (b)), and
- Other remuneration such as bonuses and superannuation.
The combination of these comprises the executive's total remuneration. There are no short term incentive arrangements. Bonuses are at the discretion of the Board acting on the advice of the Chief Executive Officer.
Base pay
Executives are given the opportunity to receive the base emolument in a variety of forms including cash and benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. The base pay is set to reflect the market for a comparable role and is reviewed annually to ensure the executive's pay is competitive with the market.
There is no guaranteed base pay increases included in any senior executives' contracts.
Benefits
Executives receive benefits including motor vehicle allowances and expense payment plans.
Retirement benefits
Retirement benefits are delivered by payments to an executive's approved superannuation fund.
Employee Share Plan and Executive Officer Share Plan
Information on these Plans is set out on pages 53 and 54.
Anadis Employee Option Plan
Information on the Anadis Option Plan is set out on page 52.
B. Details of remuneration
Amounts of remuneration
Details of the remuneration of the Directors and the key management personnel (as defined in AASB 124 Related Party Disclosures) of the Company are set out in the following table.
The key management personnel of the Company includes the Directors as per pages 4 to 6 above and the following executive officers who have authority and responsibility for planning, directing and controlling the activities of the Company, are also the highest paid executives of the Company.
Dr. Z Rosenberg – Chief Executive Officer
Dr. Oren Fuerst – Vice President Business Development
F Mears – Operations Manager Contract Manufacturing Business – to date of resignation 22 February 2008 Dr. G Rawlin – General Manager R&D
| Post | ||
|---|---|---|
| Short term employee | employment | Long term |
| benefits | benefits | benefits |
| 2008 | Cash salary and fees \$ |
Non monetary benefits \$ |
Superannuation \$ |
Long service leave \$ |
Share based payments \$ |
Total \$ |
|---|---|---|---|---|---|---|
| Non –executive | ||||||
| Directors | ||||||
| Roman Zwolenski | (1) - |
- | 62,725 | - | 8,125 | 70,850 |
| Dr. Peter Jenkins | 37,188 | - | 3,825 | - | 5,312 | 46,325 |
| Prof. Roy Robins - | 37,188 | - | 3,825 | - | 5,312 | 46,325 |
| Browne | ||||||
| Arie Nudel | 37,188 | - | 3,825 | - | 5,313 | 46,326 |
| Prof. Colin Chapman (2) | 3,541 | - | 319 | - | 3,860 | |
| Simon Sallka | (2) 3,541 |
- | 319 | - | 3,860 | |
| Sub-total Non – | ||||||
| executive Directors | 118,646 | - | 74,837 | - | 24,062 | 217,546 |
| Executive Director | ||||||
| Dr Z Rosenberg | (3) 218,225 |
- | - | - | 103,566 | 321,791 |
| Other key management | ||||||
| personnel Dr O Fuerst |
(4) 170,297 |
- | - | - | 82,315 | 252,612 |
| F Mears | (5) 129,059 |
- | 48,680 | 1,371 | 25,750 | 204,860 |
| Dr G Rawlin | 197,821 | - | 17,804 | 4,309 | 40,000 | 259,934 |
| Total key management personnel |
||||||
| compensation | 715,402 | - | 66,484 | 5,680 | 251,631 | 1,039,197 |
(1) Director Roman Zwolenski resigned as a Director and Chairman on 18 June 2008.
(2) Directors Professor Colin Chapman and Simon Sallka were appointed on 18 June 2008.
(3) The amount of \$218,225 includes consultancy fees of \$69,178 for the period 1 July to 30 September 2007.
(4) Dr Fuerst commenced employment on 1 October 2007.
(5) Total remuneration includes bonuses amounting to \$65,000 which were satisfied by the issue of shares and additional contributions to Mr Mears superannuation fund. Mr Mears resigned on 22 February 2008 upon the sale of the contract manufacturing business.
(6) Mr Philip Molyneux resigned as a Director on 20 July 2007 and received no fees or other benefits for the current year.
Share based payments
Shares and options may be issued or granted to key management personnel under the various share based compensation plans as set out in section D of this report.
Details of shares and options provided as part of the total remuneration paid to key management personnel are set out below. When exercisable, each option is convertible into one ordinary share of Anadis Limited.
Non executive Directors
The Directors elected to take a portion of their fees in shares in accordance with the approval given by members at the 2007 annual general meeting. Accordingly, 287,142 shares were issued for a total value of \$24,062. The shares were issued in the name of Anadis ESP Pty Ltd, as trustee for the respective Director.
Key management personnel and other executives of the Company
| Shares issued in lieu of salary payment \$ |
Shares issued under Executive Officer Share Plan \$ |
Shares issued in lieu of bonus payment \$ |
Stock option expense \$ |
Total \$ |
|
|---|---|---|---|---|---|
| Executive Director | |||||
| Dr Z Rosenberg | 40,250 | - | - | 63,316 | 103,566 |
| Other key management personnel |
|||||
| Dr O Fuerst | 19,000 | - | - | 63,315 | 82,315 |
| F Mears | - | - | 25,750 | - | 25,750 |
| Dr G Rawlin | 20,000 | 20,000 | - | 40,000 | |
| Total | 79,250 | 20,000 | 25,750 | 126,631 | 251,631 |
The shares to Dr Rosenberg in lieu of salary represent 805,000 ordinary shares which are to be issued following the approval of members at the 2008 annual general meeting.
Additional information in respect of options
| Name | Remuneration consisting of options |
Value at grant date |
Value at exercise date |
Value at lapse date |
|---|---|---|---|---|
| Dr Z Rosenberg | 19.7% | \$168,918 | - | - |
| Dr O Fuerst | 25.06% | \$168,918 | - | - |
No options were exercised or lapsed during the year.
| Short-term | employee | Post | Long | ||
|---|---|---|---|---|---|
| benefits | employment | term | |||
| benefits | benefits | ||||
| 2007 | |||||
| Cash | Non | Long | |||
| salary and | monetary | Superannuation | service | Total | |
| fees | benefits | leave | |||
| \$ | \$ | \$ | \$ | \$ | |
| Non-executive directors | |||||
| Philip Molyneux (Resigned 20/7/07) | 65,000 | - | 5,850 | - | 70,850 |
| Dr. Peter Jenkins | 42,500 | - | 3,825 | - | 46,325 |
| Arie Nudel | 42,500 | - | 3,825 | - | 46,325 |
| Prof Roy Robins-Browne | 42,500 | - | 3,825 | - | 46,325 |
| Roman Zwolenski (Chairman) | 21,250 | - | (1) 55,075 | - | 76,325 |
| Sub-total non-executive directors | 213,750 | - | 72,400 | - | 286,150 |
| Executive director/CEO | |||||
| Conor Graham (Resigned 12/4/07) | 206,277 | - | (2) 448,419 | - | 654,696 |
| Other key management personnel | |||||
| Zeil Rosenberg (CEO –Appt | - | - | - | - | - |
| 26/4/07) | |||||
| Fred Mears (Operations Mgr) | 123,760 | 998 | 47,490 | 4,833 | 177,081 |
| Dr. Grant Rawlin (GM R&D) | 206,422 | 998 | 18,578 | 4,982 | 230,980 |
| Steven Skorobogaty | 206,422 | 998 | 18,578 | 5,671 | 231,669 |
| (Business Development Mgr)) | |||||
| Totals | 956,631 | 2,994 | 605,465 | 15,486 | 1,580,576 |
Zeil Rosenberg was paid \$97,350 through his company for CEO services
(1) This amount includes a payment for part time Executive Director duties for three months following the resignation of the Managing Director.
(2) This amount includes an eligible termination payment of \$373,447 paid to Mr. Graham's superannuation fund following his resignation.
There were no cash bonuses paid during the year ended 30 June, 2007.
The relative proportions of remuneration that are linked to performance and those that are fixed are as follows:
| Name | Fixed remuneration | At risk – STI | At risk - LTI | ||||
|---|---|---|---|---|---|---|---|
| 2008 | 2007 | 2008 | 2007 | 2008 | 2007 | ||
| Executive Director | |||||||
| Dr Z Rosenberg | 68% | - | - | - | 32% | - | |
| Other key management personnel | |||||||
| Dr O Fuerst | 68% | - | - | - | 32% | - | |
| F Mears | - | 97% | - | 3% | - | - | |
| Dr G Rawlin | 83% | 97% | - | 3% | 17% | - | |
| S Skorobogaty | - | 97% | - | 3% | - | - |
C. Service agreements
Remuneration and other terms of employment for the Managing Director, and key management personnel are formalised in service agreements. Each of these agreements provide for the provision of a total package which can be taken in any form agreed by the Company and participation, when eligible, in the Anadis Executive Share Option Plan No. 1 (for directors) or the Anadis Limited Employee Share Option Plan (for executives). Other major provisions of the agreements relating to remuneration are set out below.
Dr. Zeil Rosenberg, Chief Executive Officer (Appointed Director 18 June 2008)
- Term of agreement Continued to act as a consultant for the period 1 July to 30 September 2007. Entered into an employment agreement effective from 1 October 2007 for a term of 1 year.
- Base salary, inclusive of superannuation, for the term of the agreement is \$241,500 per annum. The agreement allows for an increase in the base salary to \$346,500 per annum if the capital inflow milestone of \$3 million is achieved. This milestone has not been achieved as at the date of this report.
- The employee has been granted the following options with effect from 1 October 2007.
| Number | Exercise price |
|---|---|
| 2,456,685 | \$0.33 |
| 2,456,685 | \$0.43 |
| 4,913,370 | |
| These options vest as follows: | |
| Number | Vesting date |
| 982,674 | 1 October 2007 |
| 982,674 | 1 April 2008 |
| 982,674 | 1 October 2008 |
| 982,674 | 1 April 2009 |
| 982,674 | 1 October 2009 |
| 4,913,370 |
All of the above options expire on 30 September 2010. Options not exercised by that date will automatically lapse. Each option, when exercised, will entitle the employee to 1 ordinary share in the Company. Those shares, when issued, will rank pari parssu with the existing shares of the Company. Options have been granted for no consideration.
In addition to the above options, the employee is entitled to be granted additional options upon achieving the capital inflow milestone. The number of options to be granted will represent 1% of the fully diluted number of prevailing ordinary shares on issue. The exercise price for each option will be equivalent to the 30 day volume weighted average price prior to the day of the issue, plus 25%. These options if granted will vest as to 50% within 6 months of achieving the capital inflow milestone, with the remaining 50% vesting 12 months from the date of achieving the capital inflow milestone.
The agreement may be terminated by:
- the employee giving 3 month's notice of termination.
- the employee, if the Company materially breaches the terms of the agreement; in which case the employee will be entitled to 3 months salary in lieu of notice and the immediate vesting of, the balance of the 4,913,370 options not vested as at the date of termination, together with the other options granted upon achieving the capital inflow milestone.
Dr. G Rawlin, General Manager – Research & Development
- Term of agreement Currently employed on a monthly basis
- Base salary, inclusive of superannuation, commencing 16 April 2008 is \$245,000.
Dr. Oren Fuerst Vice President Business Development
- Term of agreement Entered into an employment agreement effective from 1 October 2007 for a term of 1 year.
- Base salary, inclusive of superannuation, for the term of the agreement is \$241,500 per annum. The agreement allows for an increase in the base salary to \$346,500 per annum if the capital inflow milestone of \$3 million is achieved. This milestone has not been achieved as at the date of this report.
• The employee has been granted the following options with effect from 1 October 2007.
| Number | Exercise price |
|---|---|
| 2,456,685 | \$0.33 |
| 2,456,685 | \$0.43 |
| 4,913,370 |
These options vest as follows:
| Number | Vesting date |
|---|---|
| 982,674 | 1 October 2007 |
| 982,674 | 1 April 2008 |
| 982,674 | 1 October 2008 |
| 982,674 | 1 April 2009 |
| 982,674 | 1 October 2009 |
| 4,913,370 |
All of the above options expire on 30 September 2010. Options not exercised by that date will automatically lapse. Each option, when exercised, will entitle the employee to 1 ordinary share in the Company. Those shares, when issued, will rank pari parssu with the existing shares of the Company. Options have been granted for no consideration.
In addition to the above options, the employee is entitled to be granted additional options upon achieving the capital inflow milestone. The number of options to be granted will represent 1% of the fully diluted number of ordinary shares on issue. The exercise price for each option will be equivalent to the 30 day volume weighted average price prior to the day of the issue, plus 25%. These options if granted will vest as to 50% within 6 months of achieving the capital inflow milestone, with the remaining 50% vesting 12 months from the date of achieving the capital inflow milestone.
The agreement may be terminated by:
- the employee giving 3 month's notice of termination.
- the employee, if the Company materially breaches the terms of the agreement; in which case the employee will be entitled to 3 months salary in lieu of notice and the immediate vesting of, the balance of the 4,913,370 options not vested as at the date of termination, together with the other options granted upon achieving the capital inflow milestone.
F Mears, Operations Manager Contract Manufacturing Business- (Resigned 22 February 2008)
- Term of agreement 2 years commencing 1 October, 2006
- Base salary, inclusive of superannuation, for the year ending 1 October, 2007 of \$175,000, to be reviewed annually by the Board
- A bonus of \$65,000 was granted to Mr Mears as recognition for his services in developing the contract manufacturing business of the Company. The bonus was satisfied by contributions to his superannuation fund and the issue of shares in the Company.
D. Share-based compensation.
(i) Shares.
(a) Employee Share Plan
A Plan under which shares may be issued by the Company to employees for no cash consideration was approved by the Board on 12 December, 2006. All permanent employees (excluding executive directors) who have been continuously employed by the Company for a period of at least one year are eligible to participate in the Plan. Employees may elect not to participate in the Plan.
Under the Plan, eligible employees may be granted up to \$1,000 worth of fully paid ordinary shares in Anadis Limited annually for no cash consideration. The market value of the shares issued under the scheme, measured as the weighted average price at which the Company's shares are traded on the Australian Stock Exchange during the week leading up to and including the date of grant, is recognised as part of employee benefit costs in the period the shares are granted.
Offers under the Plan are at the discretion of the Company. Shares issued under the scheme may not be sold until the earlier of three years after issue or cessation of employment with the Company. In all other respects the shares rank equally with other fully-paid ordinary shares on issue.
The number of shares issued to participants in the Plan is the offer amount divided by the weighted average price at which the Company's shares are traded on the Australian Stock Exchange during the week up to and including the date of grant.
During the 2007 financial year 78,750 shares with a total value of \$20,947 were issued to 21 eligible employees. No shares were issued under this plan in the 2008 financial year.
(b) Executive Officer Share Plan
At the 2007 annual general meeting the members agreed to the establishment of the Anadis Limited Executive Officer Share Plan (Plan). The Plan may involve the Company providing financial assistance for the purchase of its own shares in that no eligible employees are required to pay application monies for the shares issued. Shares issued under this Plan are held in the name of a trustee on behalf of the eligible employees. A wholly owned subsidiary company was incorporated on 2 January 2008 for the sole purpose to act as the trustee under the Plan.
A brief summary of the Plan is as follows:
-
- The Plan is available to all senior employees and Directors, both executive and non-executive, of Anadis Limited.
-
- Eligible employees will be offered ordinary shares in the Company to be subscribed for, or acquired by the trustee on behalf of the employee. Shares held by the trustee for employees will be restricted shares in that the shares will not be transferred into the name of the employee until the earlier of, 10 years from date of issue, or the employee terminates their employment with the Company.
-
- The shares issued under the Plan will rank equally with all other ordinary shares in the Company and are entitled to receive dividends and vote at general meetings of members.
-
- No application monies are payable for shares issued under the Plan, unless the Board determine otherwise.
Shares issued under the Plan in the 2008 financial year are set out in note 27 on page 55 of the financial report
(ii) Options.
Options are granted to Directors under the Anadis Executive Share Option Plans No. 1 or No. 2, which were approved by shareholders prior to listing in 1999.
Options are granted to staff, at the discretion of the Board, under the Anadis Limited Employee Share Option Plan which was approved by Directors on 14 May, 2002.
Options are granted under the Plans for no consideration. Options can be granted for up to a five year period with a vesting date set by the Board.
Options granted under the Plans carry no dividend or voting rights.
When exercisable, each option is convertible into one ordinary share in Anadis Limited.
All options are issued with an exercise price set considerably in excess of the market price at the time of grant.
The terms and conditions of each grant of options affecting remuneration in this or future reporting periods are as follows:
| Grant date | Date vested and exercisable |
Expiry date | Exercise price | Value per option at grant date |
|---|---|---|---|---|
| 1 October 2007 | 1 October 2007 | 30 September 2010 | \$0.33 | \$0.0266 |
| 1 October 2007 | 1 October 2007 | 30 September 2010 | \$0.43 | \$0.0209 |
| 1 October 2007 | 1 April 2008 | 30 September 2010 | \$0.33 | \$0.0266 |
| 1 October 2007 | 1 April 2008 | 30 September 2010 | \$0.43 | \$0.0209 |
| 1 October 2007 | 1 October 2008 | 30 September 2010 | \$0.33 | \$0.0266 |
| 1 October 2007 | 1 October 2008 | 30 September 2010 | \$0.43 | \$0.0209 |
| 1 October 2007 | 1 April 2009 | 30 September 2010 | \$0.33 | \$0.0266 |
| 1 October 2007 | 1 April 2009 | 30 September 2010 | \$0.43 | \$0.0209 |
| 1 October 2007 | 1 October 2009 | 30 September 2010 | \$0.33 | \$0.0266 |
| 1 October 2007 | 1 October 2009 | 30 September 2010 | \$0.43 | \$0.0209 |
The assessed fair value of options granted to personnel at their grant date is allocated equally over the period from grant date to vesting date, and the amount for the period from grant date to 30 June 2008 is included in the remuneration table as set out in section B above. Fair values at grant date are independently determined using the Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publically available information. All options when granted are granted for no consideration.
The model inputs for options granted during the year ended 30 June 2008 included:
| Options granted expiring | |||
|---|---|---|---|
| 30 September 2010 | |||
| (a) | exercise price | \$0.33 | \$0.43 |
| (b) | grant date | 1 October 2007 | |
| (c) | expiry date | 30 September 2010 | |
| (d) | share price at grant date | \$0.105 | \$0.105 |
| (e) | expected price volatility of company's shares | 75% | 75% |
| (f) | expected dividend yield | Nil | Nil |
| (g) | risk – free interest rate | 6.75% | 6.75% |
E Additional information
Principles used to determine the nature and amount of remuneration: relationship between remuneration and Company performance
The full Board will exercise these responsibilities and set the policies for remuneration of key management personnel so as to comply with the Corporation Act, accounting standards and the ASX Listing Rules. Remuneration for key management personnel is determined by reference to market rates to attract qualified individuals essential for the delivery of Anadis' strategy.
Due to the nature of the business the incentive programs are largely based on the achievement of value creating outcomes that could be reasonably expected to enhance shareholder value.
From time to time employees are offered Shares and Options under plans previously agreed by shareholders. In a company at this stage of its development, the only meaningful performance target is the share price and the exercise price for such options are set well in advance of where the shares are trading at the time of issue and, for executives, usually have a two year vesting period.
Loans to directors and executives.
No loans have been made to any Director, or any of their related entities, or any executive during the 2008 financial year. (2007 -Nil).
Shares under options
As at the date of this report, there were 9,989,240 unissued shares under option as follows:
| Number under | Issue Price of Shares | Expiry date |
|---|---|---|
| option | ||
| 162,500 | \$0.152 | 12 January 2009 |
| 4,913,370 | \$0.33 | 30 September 2010 |
| 4,913,370 | \$0.43 | 30 September 2010 |
| 9,989,240 |
The options granted on 13 July 2007 were a component of a capital raising and vested on the same date. The two series of options granted on 1 October 2007 were issued in accordance with the terms of employment agreements with Dr Zeil Rosenberg, Chief Executive Officer and executive Director, and Oren Fuerst, Vice President Business Development. These options vested at various dates, details of which are set out in section B above.
No option holder has any right under the options to participate in any other share issue of the Company.
During the year and to the date of this Report:
• 162,500 options expiring on 12 January 2009 with an exercise price of \$0.152 per share were granted
- 1, 679,787 options expiring on 22 August 2008 with an exercise price of \$0.18 per share were granted. . These options lapsed on 22 August 2008.
- 50,000 options expiring on 1 November 2007 with an exercise price of \$0.76 lapsed
- 50,000 options expiring on 1 November 2007 with an exercise price of \$0.85 lapsed
- 50,000 options expiring on 1 March 2008 with an exercise price of \$0.56 lapsed
- 50,000 options expiring on 1 March 2008 with an exercise price of \$0.63 lapsed.
- 50,000 options expiring on 1 July 2008 with an exercise price of \$0.53 lapsed
- 50,000 options expiring on 1 July 2008 with an exercise price of \$0.60 lapsed.
- 200,000 options expiring on 16 August 2008 with an exercise price of \$0.62 lapsed.
Insurance of officers
During the financial year, the Company has to insure Directors and officers of the Company. The premium paid is commercially sensitive and so is not disclosed.
The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the Company and any other payments arising from liabilities incurred by the officers in connection with such proceedings, other than where such liabilities arise out of conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities.
Non-audit services
There were no non-audit services provided during the financial year.
Auditors' Independence Declaration
A copy of the Auditors' independence declaration, as required under section 307C of the Corporations Act 2001, is set out on page 17.
Signed in accordance with a resolution of the Directors
Director Director
Melbourne 25 September, 2008
P J Jenkins A L Nudel

Corporate Governance
The Board of Anadis Limited is accountable to the shareholders and other stakeholders for the performance of the Company. To this end, the Board is committed to maintaining the highest ethical standards and best practice in the area of corporate governance to ensure that the Company's business is conducted in the best interests of all concerned.
The Company has prepared and implemented practices that address all the Principles set out by the ASX Corporate Governance Council. These practices will be reviewed regularly to ensure their relevance and application to the Company's responsibilities and activities.
By adopting these Principles, the Board seeks to create value and provide accountability commensurate with the risks involved.
ASX Principle 1: Lay solid foundations for management and oversight.
Role of the Board.
The primary role of the Board is to provide effective governance over the Company's affairs to ensure the interests of the shareholders are protected and the confidence of the investing market is maintained whilst having regard for the interests of all the stakeholders.
This role is exercised by the Board, as whole, and each director exercising diligent attention to the affairs of the Company. In particular the Board is responsible for:
-
- Setting the Company's values and standards of conduct and ensuring that these are adhered to,
-
- Providing strategic direction and approving corporate strategic initiatives,
-
- Oversight of the Company, including its control and accountability systems,
-
- Appointing and removing the Chief Executive Officer,
-
- Reviewing and ratifying systems of risk management and internal compliance and controls, codes of conduct and legal compliance,
-
- Monitoring senior management performance and ensuring appropriate resources are available,
-
- Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures, and
-
- Approving and monitoring financial and other reporting to shareholders and regulatory authorities.
To ensure that all new Board members understand what is expected of them, in addition to their obligations under the Corporation Law, the Company provides them with a letter setting out the key terms and conditions relating to their appointment.
Role of Management.
Through the Chief Executive Officer, management is responsible to the Board for the;
-
- Development and implementation of agreed corporate strategy and performance objectives,
-
- Undertaking the day to day activities of the Company,
-
- Identifying all matters to be included in a risk profile of the Company and ensuring that effective risk management systems are implemented and adhered to,
-
- Observing the code of conduct, and
-
- Ensuring that the Board is fully informed of all matters which may have a material impact on the ability of the Company to meet its obligations.
ASX Principle 2: Structure the Board to add value.
Board Composition.
The Board determines its size and composition, subject to the limits imposed by the Company's Constitution, which requires a minimum of three and a maximum of ten. Currently there are five (5) directors.
The Company will at all times bear in mind the need to have a majority of independent directors. An independent director is independent of management and free of any business or other relationship that could materially interfere with the exercise of their unfettered and independent judgment.
Notwithstanding this, the Board recognises that in a small, specialised industry such as biotechnology, it is very desirable that board members have some industry background and therefore may not be completely independent.
Currently all non-executive directors, including the Chairman, are considered to be independent except Mr. Nudel. Mr. Nudel is not considered to be independent as he is a director of Paracroft Pty. Ltd, a substantial shareholder in Anadis Limited.
The current Board members are:
| Director Dr. Peter J. Jenkins Appointed: 17/1/94 Re-elected: 2007 |
Independent YES |
Non-executive YES |
Board roles Chairman Chair Audit & Risk Committee Science Committee |
|---|---|---|---|
| Prof Roy Robins Browne Appointed: 2/2/98 Re-elected: 2006 |
YES | YES | Chair Science Committee |
| Arie L. Nudel Appointed 12/7/2005 Elected 2005 |
NO | YES | Audit & Risk Committee |
| Professor Colin Chapman Appointed 18/6/2008 |
YES | YES | Audit & Risk Committee |
| Simon Sallka Appointed 18/6/2008 |
YES | YES | Audit & Risk Committee |
The skills, experience and expertise of each Director is set out in the attached Directors Report.
The Board collectively and each Director individually may take, at the expense of the Company, such independent professional advice as is considered necessary to fulfil their relevant duties and responsibilities.
Board Committees
The Board has established two committees, Audit & Risk Management and Science, to assist in the execution of its duties and to allow detailed consideration of complex issues.
The Company does not have a separate nomination committee or a remuneration committee as these tasks are carried out by the full Board. The Board believes that, at this stage of the Company's development, these functions are best handled by the full Board. The Board will establish other committees, either permanent or ad hoc, as required by the Company's future development. In addition and for the reasons mentioned, the Board does not currently have a formal policy on selecting new Directors.
Audit & Risk Management Committee.
The Committee is dedicated to independently:
- 1 Verifying and safeguarding the integrity of the Company's reporting,
- 2 Identifying, assessing and monitoring management applications of risk minimisation procedures, and
- 3 Informing the Board of material changes to the Company's risk profile.
The Board has given the Committee all the necessary powers to carry out the above.
Science Committee.
The primary objective of the Committee is to provide technical support to management in the conduct of the Company's research programs and to critically review the research findings.
This is achieved by undertaking regular meetings with management and providing access to a wide range of scientific knowledge, including a number of technical advisors retained by the Company.
ASX Principle 3: Promote ethical and responsible decision- making.
The Company has adopted the Australian National Health and Medical Research Council guidelines on ethical research practices.
Code of Conduct.
Anadis is guided in all its activities by respect for all its stakeholders including employees, shareholders, contractors, customers and suppliers.
The Board has articulated the Company's requirements for standards of conduct, from Directors and senior management, based on the following principles;
-
- Directors are subject to re-election every three years,
-
- The Chairman must be independent,
-
- Conflict of interest must be avoided wherever possible. If, for any reason, a potential conflict arises, the Director/employee must declare the conflict and absent themselves from all discussions and decisions on the relevant matter.
-
- Employees and Directors must respect the confidentiality of the Company's assets, including intellectual property, both during and after employment,
-
- The Company will comply with all relevant legislation and regulation,
-
- The Company will deal fairly with all its stakeholders, and
-
- The Company will promote a culture of ethical behaviour, encouraging openness amongst employees, Directors and contractors.
Trading in Company Securities.
The Company's policy is that there be no dealings in the Company's securities, whether in permitted periods or at any other time:
-
- When a designated officer is in possession of inside information, or
-
- Where the dealing is for short-term or speculative gain, or
-
- Within a period that is 72 hours prior to and 48 hours after any announcement.
Apart from these restrictions a designated officer can, unless there are special circumstances, only deal in the Company's securities in the following periods:
- Within the period commencing 48 hours after the announcement of the half year and full year financial results respectively and ending 1 month after each of those announcements.
- Within the period commencing 48 hours after the dispatch of the annual report made to shareholders through to one month after the annual general meeting.
Each Director has entered into an agreement with the Company to provide information to allow the Company to notify the ASX of any share transaction within five business days.
ASX Principle 4: Safeguard integrity in financial reporting.
In addition to the financial review functions of the Audit & Risk Management Committee referred to above, the Board regularly reviews the monthly financial reports. It also requires the Chief Executive Offer and the Chief Financial Officer or other appropriate persons responsible for the management of the Company and financial matters to provide written assurances in respect to the accuracy and compliance of the annual and half yearly published financial statements.
The Audit & Risk Management Committee has its own Charter, four non-executive members (three of whom are independent) and is chaired by an independent member. Details of the number of meetings are set out in the Directors Report in the annual report.
The auditor provides a certificate to the Company confirming their independence. Rotation of the auditor has proceeded as required by Law or Regulation. The Company currently has no intention of replacing the existing auditors, however should this arise it will made a selection following a competitive process. Non audit work is arranged based on cost and the needs of the Company.
ASX Principle 5: Making timely and balanced disclosure.
As a company whose shares are traded on the Australian Stock Exchange (ASX), Anadis is very conscious that it has an obligation to ensure that the market is both fully and accurately informed about material matters by timely and balanced disclosure.
The information disclosed will be factual and presented in a clear and balanced way. The Company has prepared and issued to all senior staff a written policy document on this matter and requires strict adherence to this policy. Continuous disclosure is a standard agenda item at all Board meetings.
ASX Principle 6: Respect the rights of shareholders.
The Company is committed to respecting the rights of shareholders and facilitating the effective exercise of those rights.
This is achieved by;
-
- Effective and regular communications including a regular newsletter and modern up to date website.
-
- Providing access to timely, balanced and understandable information about the Company and its current and future direction, and
-
- Facilitating easy participation at general meetings.
The Company's external auditor attends each general meeting and is available to answer any questions with regard to the conduct of the audit and their report.
ASX Principle 7: Recognise and managing risk.
In addition to the risk review functions of the Audit & Risk Management Committee referred to above, the Board receives regular written reports from the Science Committee and the Chief Executive Officer covering all matters within their respective portfolios.
As part of its Charter, the Audit & Risk Management Committee has prepared an annual checklist of risk management and internal control matters which it systematically reviews with senior staff including external consultants. In the absence of an Australian based Chief Executive Officer, the Board has received written statements from key management personal that the control systems are operating efficiently and effectively in all material respects.
In addition to the usual business risks, the particular risks associated with the Company's activities are:
-
- long lead times and high costs associated with biotech R&D ,
-
- the low success rate of biotech research in Australia,
-
- stringent health regulations which are subject to regular change,
-
- the high level of funding required over a long period of time, and
-
- securing intellectual property.
ASX Principle 8: Encourage enhanced performance.
To ensure that the directors and key executives are equipped to develop the Company, the Directors are committed to fairly review and actively encourage enhanced Board and management effectiveness.
This will be achieved by informing, training, and evaluating individual and collective performance regularly and fairly.
Qualitative indicators are established for Board members (including their roles on committees) and key executives and their performance will be regularly reviewed against these indicators. This is an ongoing process achieved through the completion of questionnaires and peer assessment.
ASX Principle 9: Remunerate fairly and responsibly.
The Board notes the Corporate Governance Council recognises that, for small companies, the efficiencies expected to flow from a formal committee structure may not be apparent. The Board agrees with this view.
The full Board will exercise these responsibilities and set the policies for remuneration of Directors and senior managers so as to comply with the Corporation Act, accounting standards and the ASX Listing Rules. Remuneration for executive Directors and staff is determined by reference to market rates. From time to time employees are offered shares and options under plans previously agreed by shareholders. In a company at this stage of its development, the only meaningful
performance target is the share price and the exercise price for such options which are set well in advance of the price at which the shares are trading at the time of issue and, for executives, usually have a two year vesting period.
As the number of options on issue at anyone time is low and the price and exercise periods differ, the Board considers that the exercise of such options will have little or no effect on the Company's share price or Earnings per Share.
In setting remuneration for non-executive Directors, the Board will use the following principles;
-
- Non-executive Directors shall be paid fees and superannuation plus supplements for committee work within the aggregate amount set by shareholders in general meeting (last set in 2005 at \$350,000 for cash remuneration),
-
- Non-executive Directors participate in options arrangements subject to shareholder approval. The Board does not accept that options should not be given to non-executive Directors as it believes (and shareholders have previously agreed) that in an R&D company their particular expertise is vital to the team effort and therefore options are a valid incentive,
-
- Non-executive Directors retirement payments are limited to compulsory employer superannuation, and
-
- Bonuses will not be paid to non-executive Directors.
Details of remuneration paid to directors and senior staff is set out in the Directors Report in the annual report.
ASX Principle 10: Recognise the legitimate interests of stakeholders.
The Board is committed to delivering maximum share value to the shareholders while maintaining high standards of customer service and employment. In addition, the Company aims to achieve full compliance with relevant legislation and contribute to the wider community and therefore all stakeholders.
This will be achieved by the application of the principles set out in this Corporate Governance Statement.
Anadis Limited Income Statement For the year ended 30 June 2008
| Note s |
2008 | 2007 | |
|---|---|---|---|
| \$ | \$ | ||
| Revenue from continuing operations | 5 | 319,432 | 149,773 |
| Other income | 6 | 766,395 | 896,012 |
| Raw materials & consumables used | (271,032) | (923,607) | |
| Employee benefits expense | (1,635,368) | (1,887,504) | |
| Depreciation | (85,339) | (90,706) | |
| Research and development – external | (784,509) | (699,814) | |
| Factory overheads | - | (15,793) | |
| Directors' fees | (217,546) | (256,150) | |
| Travel expenses | (144,003) | (59,351) | |
| Product marketing - external | (151,723) | (151,072) | |
| Export development | (73,178) | (58,829) | |
| Consultants costs | (260,700) | (173,435) | |
| Shareholder relations | (185,151) | (140,793) | |
| Corporate and administrative expenses | (481,483) | (348,198) | |
| Loss before income tax | 7 | (3,204,205) | (3,759,447) |
| Income tax benefit | 8 | 268,441 | 282,524 |
| Loss from continuing operations | (2,935,764) | (3,476,923) | |
| Profit from discontinued operations | 9 | 77,427 | 195,687 |
| Loss for year attributable to members of Anadis Limited |
(2,858,337) | (3,281,236) | |
| Loss per share from continuing operations attributable | Cents | Cents | |
| to the ordinary equity holders of the company | |||
| Basic earnings (loss) per share | 26 | (2.79) | (3.54) |
| Diluted earnings (loss) per share | 26 | (2.79) | (3.54) |
| Loss per share attributable to the ordinary equity | |||
| holders of the company |
Basic earnings (loss) per share 26 (2.72) (3.34) Diluted earnings (loss) per share 26 (2.72) (3.34)
The above Income Statement should be read in conjunction with the accompanying Notes
Anadis Limited Balance Sheet As at 30 June 2008
| Notes | 2008 | 2007 | |
|---|---|---|---|
| \$ | \$ | ||
| ASSETS | |||
| Current Assets | |||
| Cash & cash equivalents | 10 | 1,090,824 | 672,643 |
| Trade & other receivables | 11 | 269,086 | 1,011,406 |
| Inventories | 12 | 161,263 | 824,047 |
| Other assets | 13 | 155,441 | 145,423 |
| Total Current assets | 1,676,614 | 2,653,519 | |
| Non-Current Assets | |||
| Property, plant and equipment | 14 | 223,307 | 642,459 |
| Investments | 15 | 31 | - |
| Total Non-Current Assets | 223,338 | 642,459 | |
| TOTAL ASSETS | 1,899,952 | 3,295,978 | |
| LIABILITIES | |||
| Current Liabilities | |||
| Trade & other payables | 16 | 630,810 | 882,339 |
| Provisions | 17 | 23,956 | 24,325 |
| Other | 18 | 134,926 | 405,042 |
| Total Current Liabilities | 789,692 | 1,311,706 | |
| Non-Current Liabilities | |||
| Provisions | 17 | 22,944 | 63,799 |
| Total Non-Current Liabilities | 22,944 | 63,799 | |
| TOTAL LIABILITIES | 812,636 | 1,375,505 | |
| NET ASSETS | 1,087,316 | 1,920,473 | |
| EQUITY Contributed equity |
19 | 20,583,347 | 18,750,743 |
| Reserves | 20 | 272,896 | 80,320 |
| Accumulated losses | 20 | (19,768,927) | (16,910,590) |
| TOTAL EQUITY | 1,087,316 | 1,920,473 | |
The above Balance Sheet should be read in conjunction with the accompanying Notes
Anadis Limited Statement of Recognised Income and Expense For the year ended 30 June 2008
| Notes | 2008 \$ |
2007 \$ |
|
|---|---|---|---|
| Net income (loss) recognised directly in equity | - | - | |
| Profit/(Loss) for the financial year | 20 | (2,858,337) | (3,281,236) |
| Total recognised income and expense for the year | (2,858,337) | (3,281,236) |
The above Statement of Recognised Income and Expense should be read in conjunction with the accompanying Notes
Anadis Limited Cash Flow Statement For the year ended 30 June 2008
| Note | 2008 Inflow / (Outflow) \$ |
2007 Inflow / (Outflow) \$ |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers (inclusive of goods and services tax) Payments to suppliers and employees (inclusive of goods |
7,028,000 | 4,577,719 | |
| and services tax) | (9,911,546) | (8,691,446) | |
| (2,883,546) | (4,113,727) | ||
| Interest received | 26,528 | 63,735 | |
| Grants received | 519,049 | 772,813 | |
| R&D tax rebate | 268,441 | 282,524 | |
| Interest paid | (4,942) | - | |
| Net Cash (outflow) from Operating Activities | 25 | (2,074,470) | (2,994,655) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payment for plant and equipment | 14 | (14,414) | (17,967) |
| Sale of property | - | 1,176,000 | |
| Proceeds from maturing debentures | - | 1,100,000 | |
| Security bond | - | (25,000) | |
| Proceeds from sale of functional foods division | 9 | 763,334 | - |
| Investment in subsidiary and associated companies | 15 | (31) | - |
| Net Cash inflow from Investing Activities | 748,889 | 2,233,033 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issue of shares & other equities | 1,812,950 | - | |
| Share placement cost | (69,188) | - | |
| Net Cash inflow from Financing Activities | 1,743,762 | - | |
| Net increase/(decrease) in cash and cash equivalents | 418,181 | (761,622) | |
| Cash and cash equivalents at beginning of financial year | 672,643 | 1,434,265 | |
| Cash and cash equivalents at end of financial year | 10 | 1,090,824 | 672,643 |
The above Cash Flow Statement should be read in conjunction with the accompanying Notes.
Note 1. Summary of significant accounting policies
The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to the years presented, unless otherwise stated.
(a) Basis of preparation
This general purpose financial report has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.
Compliance with IFRSs
Australian Accounting Standards include Australian equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial statements and notes of the Company comply with International Financial Reporting Standards (IFRS).
Historical cost convention
These financial statements have been prepared under the historical cost convention.
Critical accounting estimates
The preparation of financial statements in conformity with AIFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
Going concern
At 30 June 2008 and 2007, the Company's cash and investments were \$1,090,824 and \$672,643, respectively, and for the year ended 30 June 2008 and 2007, the Company experienced operating losses of \$2,858,337 and \$3,281,236, and operating net cash outflows of \$2,074,470 and \$2,994,655, respectively. These outflows arose from expenses associated with research and development programs and commercialisation initiatives. As a result of the continuing losses and cash outflows from operations the Directors have assessed the Company's ability to continue as a going concern and to pay its debts as and when they fall due.
The Company's ability to fund its operations is dependent upon obtaining income from the commercialisation of its research and development projects, supplemented by the receipt of funds from various grants, and from the raising of additional capital through new sources of financing. Ultimately, the Company's continuation as a going concern is dependent upon achieving profitable operations through the successful commercialisation of its products and technology.
As a result of the difficulty in predicting the timing and quantum of income from the commercialization of its products and technology, there is significant uncertainty whether the Company will be able to continue as a going concern and realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.
However, the directors are confident that the Company's planned initiatives will be successfully achieved during the next twelve months and provide adequate access to financial resources. The company has had a successful history of obtaining research grants and the Directors are very confident that, along with the ongoing receipts from existing grants, the Company will be successful in obtaining new grants. The directors are also confident of the company's ability to raise further capital if the need arises. The Company has established a three year \$5 million line of credit with Fortrend Small Cap Investors Limited of which \$98,800 has been utilised up to 30 June 2008.That facility provides the company with the ability to draw down cash through the issue of equity. The draw downs can be made at
Note 1. Summary of significant accounting policies (continued)
(a) Basis of preparation (continued)
monthly intervals but the number of shares that can be issued is restricted by the number of shares on issue, combined with the volume of trading and the prevailing share price. The minimum issue price under this facility is \$0.15 per share.
Accordingly, the Directors have prepared the financial statements on a going concern basis. As such, the financial statements do not include any adjustments as to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the entity not continue as a going concern.
(b) Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different to those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments.
(c) Foreign currency translation
(i) Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The financial statements are presented in Australian dollars, which is the Company's functional and presentation currency.
(ii) Transactions and balances
Transactions in foreign currencies are translated into the functional currency using the rates of exchange ruling at the date of each transaction. At balance date, amounts outstanding in foreign currencies are translated into the functional currency using the rate of exchange ruling at the end of the financial year. All gains and losses are brought to account in determining the profit or loss for the year.
(d) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties.
The Company recognises revenue when the amount of the revenue can be reliably measured, it is probable that the future economic benefits will flow to the entity and specific criteria have been met for each of the activities as described below. The amount of the revenue is not considered to be reliably measured until all contingencies relating to the sale have been resolved.
The following specific revenue criteria must be met before revenue is recognised:
- (i) Sale of Goods and services Significant risks and rewards of ownership of goods has passed to the buyer.
- (ii) Interest Interest revenue is recognised using the effective interest rate method.
(e) Government grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Company will comply with all attached conditions.
Government grants relating to costs are deferred or accrued such that they are recognised in the income statement over the period necessary to match them with the costs that they are intended to compensate.
Note 1. Summary of significant accounting policies (continued)
(f) Income tax
The income tax expense or revenue for the period is the tax payable or tax rebate receivable on the current period's taxable income adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.
Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax is realized or the deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax assets band liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
(g) Impairment of assets
Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).
(h) Cash and cash equivalents
For cash flow statement presentation purposes, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.
(i) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less provision for impairment. Trade receivables are due for settlement no more than 30 days from the date of recognition.
Collectability of trade receivables is reviewed on an ongoing basis. Debts which are known to be uncollectible are written off. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy of financial reorganisation and default or delinquency in payment (more than 30 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short term receivables are not discounted if the effect of discounting is immaterial. The amount of the provision is recognised in the income statement.
Note 1. Summary of significant accounting policies (continued)
(j) Inventories
Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value. Where appropriate, cost comprises direct materials, direct labour and an appropriate proportion of variable and fixed overheads expenditure, the latter being allocated on the basis of normal operating capacity. Costs are assigned to individual items of inventory on basis of weighted average costs. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
(k) Property, plant and equipment
Plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Depreciation on other assets is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:
| - Building Improvements | 10-40 years |
|---|---|
| - Plant & Equipment | 3-15 years |
| - Computers | 2-4 years |
| - Furniture and fittings | 5-15 years |
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, annually.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (Note 1(g)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement. When revalued assets are sold, it is the Company's policy to transfer the amounts included in other reserves in respect of those assets to retained earnings.
(l) Intangible assets
(i) Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Company's share of the net identifiable assets of the acquired business at the date of acquisition. Goodwill is not amortised. Instead, goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses.
Goodwill is allocated to cash-generating units for the purpose of impairment testing.
(ii) Research and development
Expenditure on research activities, undertaken with the prospect of obtaining new scientific or technical knowledge and understanding, is recognised in the income statement as an expense when it is incurred.
Expenditure on development activities, being the application of research findings or other knowledge to a plan or design for the production of new or substantially improved products or services before the start of commercial production or use, is capitalised if it is probable that the product or service is technically and commercially feasible, will generate probable economic benefits and adequate resources are available to complete development. Other development expenditure is recognised in the income statement as an expense as incurred.
(m) Trade and other payables
These amounts represent liabilities for goods and services provided to the entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.
Note 1. Summary of significant accounting policies (continued)
(n) Employee benefits
(i) Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity that match, as closely as possible, the estimate future cash flows.
(iii) Retirement benefit obligations
All employees of the Company are entitled to benefits on retirement from their own individual private superannuation plans.
(iv) Share-based payments
Share-based compensation benefits are provided to employees through, options granted under the Anadis Executive Share Option Plans No 1 or No. 2. Fully paid ordinary shares may also be issued under the Anadis Executive Officer Share Plan. Options are also granted to employees in accordance with the terms of their employment agreements.
The fair value of options granted under the Anadis Executive Share Plans No 1 or No. 2, or employment agreements, are recognised as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options.
The fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the vesting and performance criteria, the impact of dilution, the nontradeable nature of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option.
The fair value of the options granted excludes the impact of any non-market vesting conditions (for example, profitability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance sheet date, the entity revises its estimate of the number of options that are expected to become exercisable. The employee benefit expense recognised each period takes into account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.
Upon the exercise of options, the balance of the share-based payments reserve relating to those options is transferred to share capital.
(v) Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Company recognises termination benefits when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.
(o) Investments and other financial assets
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the Company's management has the positive intention and ability to hold to maturity.
Note 1. Summary of significant accounting policies (continued)
(p) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
(q) Earnings per share
(i) Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the full year, adjusted for bonus elements in ordinary shares issued during the full year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(r) Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST recoverable or payable. The net amount of GST recoverable from, or payable to, the taxation authorities is included with other receivable or payables in the balance sheet.
Cash flows are presented on a gross basis. The GST components of cash flow arising from investing or financing activities which are recoverable for, or payable to, the taxation authorities are presented as operating cash flow.
(s) Leases
Leases in which a significant portion of the risk and reward of ownership are not transferred to the Company as lessee are classified as operating leases (note 23). Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period the lease.
(t) New accounting standards and interpretations.
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2008 reporting periods. The Company's assessment of the impact of these new standards and interpretations is set out below.
(i) AASB 8 Operating Segments and AASB 2007-3 Amendments to Australian Accounting Standards arising from AASB 8
AASB 8 and AASB 2007-3 are effective for annual reporting periods commencing on or after 1 January 2009. AASB 8 will result in a significant change in the approach to segment reporting, as it requires adoption of a 'management approach' to reporting on financial performance. The information being reported will be based on what the key decision makers use internally for evaluating segment performance and deciding how to allocate resources to operating segments. The Company has not yet decided when to adopt AASB 8. Application of AASB 8 may result in different segments, segment results and different types of information being reported in the segment note of the financial report. However, at this stage, it is not expected to affect any of the amounts recognised in the financial statements.
Note 1. Summary of significant accounting policies (continued)
(ii) Revised AASB 123 Borrowing Costs and AASB 2007-6 Amendments to Australian Accounting Standards arising from AASB 123 [AASB 1, AASB 101, AASB 107, AASB 111, AASB 116 & AASB 138 and Interpretations 1 & 12]
The revised AASB 123 is applicable to annual reporting periods commencing on or after 1 January 2009. It has removed the option to expense all borrowing costs and, when adopted, will require the capitalisation of all borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset. This revision is not expected to have any material impact on the future results of the Company.
(iii) Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101
A revised AASB 101 was issued in September 2007 and is applicable for annual reporting periods beginning on or after 1 January 2009. It requires the presentation of a statement of comprehensive income and makes changes to the statement of changes in equity, but will not affect any of the amounts recognised in the financial statements. If an entity has made a prior period adjustment or has reclassified items in the financial statements, it will need to disclose a third balance sheet (statement of financial position), this one being as at the beginning of the comparative period. The Company intends to apply the revised standard from 1 July 2009.
Note 2. Financial risk management
The Company's activities expose it to a variety of financial risks; market risk (including currency risk and fair value interest rate risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the financial markets and seeks to minimise potential adverse effects on the Company's financial performance.
Risk management is carried out by management under policies approved by the Board of Directors. Management identifies and evaluates financial risk. The Board provides guidelines for overall risk management.
(a) Market risk
(i) Foreign exchange risk
Foreign exchange risk arises when future commercial transactions and recognised assets and liabilities are determined in a currency that is not the Company's functional currency.
The Company operates internationally and is exposed to foreign exchange risk, primarily the US dollar, arising from currency exposure. The level of exposure to foreign currency is not material in the overall operations of the Company; however, management will monitor the level of foreign exchange risk and employ hedging strategies if considered appropriate.
(ii) Price risk
The Company is not exposed to commodity price risks in respect of its colostrum requirements as it currently has adequate inventory levels to meet its estimated sales needs for at least the next two years. Management has already taken steps to negotiate contracts for future supplies that will remove any inherent risks associated with significant price movements in colostrum prices.
(iii) Cash flow and fair value interest rate risk
The company does not have any borrowings and therefore is not exposed to cash flow interest rate risk. Its main interest rate risk arises from the rate receivable from its cash equivalents. As the Company does not have significant cash equivalents upon which interest is receivable the risk is considered to be immaterial in the overall operations of the Company.
(b) Credit risk
With the sale of the contracting manufacturing business the Company has significantly reduced its credit risk to trade receivables. The major ongoing customers are the large pharmaceutical companies for the Travelan product and
Government bodies for the receipt of R & D grants. The Company has a policy that limits the credit exposure to customers and regularly monitors its credit exposure.
In respect of amounts still due from the sale of the contract manufacturing business, the Company holds a floating charge over the business of the purchaser as security for those debts.
An analysis of the carrying amount of financial assets that is impaired, together with those that are past due but not impaired, are set out in note 11 to the accounts.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities. The Company regularly manager's liquidity risk by monitoring forecast and actual cash flows. The Company does not have access to any borrowing facilities.
(1) Maturity of financial liabilities
The table below analyses the Company's financial liabilities into the relevant maturity groups based on the remaining period at the reporting date to contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| 2008 | less than 6 months \$ |
6-12 months \$ |
Between 1 and 2 years \$ |
Total \$ |
|---|---|---|---|---|
| Non – interest bearing - trade payables | 213,146 | - | - | 213,146 |
| - other payables | 396,644 | 9,020 | 12,000 | 417,664 |
| - other | 134,926 | - | - | 134,926 |
| 744,716 | 9,020 | 12,000 | 765,736 | |
| 2007 | ||||
| Non – interest bearing - trade payables | 682,662 | - | - | 682,662 |
| - other payables | 162,263 | 18,103 | 19,311 | 199,677 |
| -other | 206,000 | 199,042 | - | 405,042 |
| 1,050,925 | 217,145 | 19,311 | 1,287,381 |
(d) Fair value estimation
The fair value of financial assets and financial liabilities are estimated for recognition and measurement or for disclosure purposes.
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short term nature.
Note 3. Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
(a) Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(i) Inventories
In the 2007 financial year an impairment charge had been made to the income statement for an amount of \$863,317 to reflect the age of the inventories and the level of anticipated sales for the 2008 financial year. The carrying value of inventory held for the Travelan product was reviewed at 30 June, 2008 and no adjustment was required.
Note 4. Segment Information
(a) Description of segments
Business Segment:
During the year the Company operated in two business segments;
- the conduct of Research & Development activities, and
- the manufacture of health products which consist of the Travelan products, and the contract manufacture of functional food products.
The contract manufacturing division was sold in February 2008 and the operations of that division from 1 July 2007 to date of sale are disclosed as discontinued operations in the following segment information.
Geographical Segment:
The Company has operated principally in one geographical segment, Australia.
(b) Primary reporting format- business segments
| Hyper | Total | |||||
|---|---|---|---|---|---|---|
| 2008 | Immune | Continuing | Discontinued | |||
| R & D | Products | Other | Operations | Operations | Total | |
| Segment revenue | ||||||
| Sales to external customers | - | 267,904 | 25,000 | 292,904 | 5,444,078 | 5,736,982 |
| Interest revenue | - | - | 26,528 | 26,528 | - | 26,528 |
| Other income | 750,143 | - | 16,252 | 766,395 | - | 766,395 |
| Total segment revenue | 750,143 | 267,904 | 67,780 | 1,085,827 | 5,444,078 | 6,529,905 |
| Segment result | ||||||
| Profit (Loss) before income | ||||||
| tax | (894,931) | (566,688) | (1,742,586) | (3,204,205) | 77,427 | (3,126,778) |
| Income tax benefit | 268,441 | - | - | 268,441 | - | 268,441 |
| Profit (Loss) for year | (626,490) | (566,688) | (1,742,586) | (2,935,764) | 77,427 | (2,858,337) |
| Segment assets | 178,144 | 192,642 | 1,439,517 | 1,810,303 | 89,649 | 1,899,952 |
| Segment liabilities | 447,331 | 12,668 | 352,637 | 812,636 | - | 812,636 |
| Other segment information | ||||||
| Investments accounted for | ||||||
| using the equity method | - | - | 31 | 31 | - | 31 |
| Acquisition of plant & | ||||||
| office equipment | 272 | - | 4,308 | 4,580 | 9,834 | 14,414 |
| Depreciation expense | - | - | 85,339 | 85,339 | 43,379 | 128,718 |
| Impairment of financial | ||||||
| assets – receivables | - | - | - | - | 390,000 | 390,000 |
Primary reporting format- business segments continued
The comparative figures for 2007 have been restated to indicate the results of the discontinued operations of the contract manufacturing business for the year ended 30 June 2007.
| Hyper | Total | |||||
|---|---|---|---|---|---|---|
| 2007 | Immune | Continuing | Discontinued | |||
| R & D | Products | Other | Operations | Operations | Total | |
| Segment revenue | ||||||
| Sales to external customers | - | 106,839 | - | 106,839 | 4,142,485 | 4,249,324 |
| Interest revenue | - | - | 42,934 | 42,934 | - | 42,934 |
| Other income | 565,616 | - | 330,396 | 896,012 | 16,500 | 912,512 |
| Total segment revenue | 565,616 | 106,839 | 373,330 | 1,045,785 | 4,158,985 | 5,204,770 |
| Segment result | ||||||
| Profit (Loss) before income | ||||||
| tax | (1,056,533) | (1,423,944) | (1,278,970) | (3,759,447) | 195,687 | (3,563,760) |
| Income tax benefit | 282,524 | - | - | 282,524 | - | 282,524 |
| Profit (Loss) for year | (774,009) | (1,423,944) | (1,278,970) | (3,476,923) | 195,687 | (3,281,236) |
| Segment assets | 63,019 | 425,046 | 804,611 | 1,292,676 | 2,003,302 | 3,295,978 |
| Segment liabilities | 636,524 | 93,663 | 249,318 | 979,505 | 396,000 | 1,375,505 |
| Other segment | ||||||
| information | ||||||
| Acquisition of plant & | ||||||
| office equipment | - | - | 7,255 | 7,255 | 10,712 | 17,967 |
| Depreciation expense | - | - | 90,706 | 90,706 | 66,004 | 156,710 |
| Impairment of inventories | - | 868,317 | - | 868,317 | - | 868,317 |
Segment information is prepared in conformity with the accounting policy set out in Note 1 (b) and the accounting standard AASB 114 Segment Reporting
Note 5. Revenue
| 2008 | 2007 | ||
|---|---|---|---|
| From continuing operations | \$ | \$ | |
| Sales revenue | |||
| Sale of goods and services | 292,904 | 106,839 | |
| Other revenue | |||
| Interest | 26,528 | 42,934 | |
| 319,432 | 149,773 | ||
| From discontinued operations | |||
| Sale of goods | 5,444,078 | 4,142,485 | |
| Other income | - | 16,500 | |
| 5,448,078 | 4,158,985 | ||
| Note 6. | Other income | ||
| Net gain on sale of land & buildings | - | 330,396 | |
| Government research and development grants | 750,143 | 547,735 |
Government grants
The following government grants were recognised as other income by the Company during the financial year:
Other government grants 16,252 17,881
| National Food Industry Strategy Ltd | 117,636 | 240,688 |
|---|---|---|
| Department of Industry, Tourism & Resources | 277,828 | 216,383 |
| Department of Prime Minister & Cabinet | 354,679 | 34,694 |
| Austrade | 16,252 | 17,881 |
| Department of Education, Science & Training | - | 55,970 |
| 766,395 | 565,616 |
766,395 896,012
There are no unfulfilled conditions or other contingencies attaching to these grants.
Note 7. Expenses
The loss before income tax expense includes the following specific expenses:
| Cost of sales of goods | 271,032 | 923,607 |
|---|---|---|
| Depreciation | 85,339 | 90,706 |
| Research and development expenditure | 1,683,271 | 1,642,419 |
| Impairment of receivables | 390,000 | - |
| Impairment of inventories | - | 868,317 |
| Rental expense relating to operating leases – minimum payment | 38,858 | 10,767 |
| Finance costs – interest paid | 4,942 | - |
| Defined contribution superannuation expense | 142,258 | 263,373 |
Note 8. Income tax expense
| 2008 \$ |
2007 \$ |
||
|---|---|---|---|
| (a) | The major components of income tax expense are: | ||
| Current Income tax | - | - | |
| Current Income tax charge (benefit) | (268,441) | (282,524) | |
| Income tax charge (benefit) reported in the income statement | (268,441 | (282,524) | |
| (b) | Numerical reconciliation of income tax expense to prima facie tax payable |
||
| Loss from continuing operations before income tax | (3,204,205) | (3,759,447) | |
| Profit from discontinued operations before income tax | 77,427 | 195,687 | |
| (3,126,778) | (3,563,760) | ||
| Tax at the Australian tax rate of 30% (2007 - 30%) | (938,034) | (1,069,128) | |
| Tax effect of amounts which are not deductible (taxable) in calculating taxable income: |
|||
| Research & development cash rebate | (268,441) | (282,524) | |
| Expenditure not allowable as a tax deduction | 38,113 | 16,269 | |
| Temporary differences not recognised | (25,643) | 246,884 | |
| Tax losses not recognised | 925,564 | 805,975 | |
| Income tax expense/(benefit) reported in the income statement | (268,441) | (282,524) | |
| (c ) | Tax losses | ||
| Unused and tax losses for which no deferred tax asset has been | |||
| recognised | 12,938,008 3,881,402 |
10,747,597 3,224,279 |
|
| Potential tax benefit @30% | |||
| (d) | Unrecognised temporary differences | ||
| Temporary differences relating to various expenses not tax | |||
| deductible in the current year Unrecognised deferred tax asset relating to the above temporary |
1,269,352 | 1,345,553 | |
| differences @ 30% | 366,112 | 403,666 | |
Potential future income tax benefits attributable to tax losses carried forward have not been brought to account at 30 June, 2008 because the Directors do not believe that it is appropriate to regard realisation of the deferred tax assets as probable.
Similarly, future income tax benefits attributable to net temporary differences have not been brought to account, as the Directors do not regard the realisation of such benefits as probable.
The benefit for tax losses and net temporary differences will only be obtained if:
- (a) the Company derives future assessable income of a nature and of an amount sufficient to enable the benefit from the deductions for the losses to be realised;
- (b) the Company continues to comply with the conditions for deductibility imposed by the tax legislation; and
- (c) no changes in tax legislation adversely affect the Company in realising the benefit from the deductions for the losses.
Note 9 Discontinued operations
(a) Description
On 22 February 2008 the company sold its functional foods division. This division operated a manufacturing plant principally for the contract manufacture of third party health food products. The financial results of this division are recorded in the income statement as discontinued operations.
(b) Financial performance
The financial performance information presented, in respect of the 2008 year is for the period 1 July 2007 to date of sale, and for the twelve months ended 30 June 2007.
| 2008 | 2007 | |
|---|---|---|
| \$ | \$ | |
| Revenue | 5,444,078 | 4,158,985 |
| Expenses | 5,461,804 | 3,963,298 |
| Profit / ( loss) before income tax | (17,726) | 195,687 |
| Income tax expense | - | - |
| Profit /(loss) after income tax of discontinued operations | (17,726) | 195,687 |
| Gain on sale of division before income tax | 95,153 | - |
| Income tax expense | - | - |
| Gain on sale of division after income tax | 95,153 | - |
| Profit from discontinued operations | 77,427 | 195,687 |
| Net cash inflow from operating activities | 829,610 | 45,080 |
| Net cash inflow ( outflow) from investing activities (2008 includes an | ||
| inflow of \$763,334 from the sale of the division) | 753,500 | (18,028) |
| Net cash from financing activities | - | - |
| Net increase in cash generated by the division | 1,583,110 | 27,052 |
(c) Carrying amounts of assets and liabilities
The carrying amounts of the division's assets and liabilities sold as at the date of the sale, and at 30 June 2007 are:
| 2008 \$ |
2007 \$ |
|
|---|---|---|
| Plant & equipment, furniture & office machines | 304,847 | 350,257 |
| Inventories | 480,144 | 561,107 |
| Total assets | 784,991 | 911,364 |
| Provision for employee benefits | 66,810 | 62,961 |
| Total liabilities | 66,810 | 62,961 |
| Net assets | 718,181 | 848,403 |
| 2008 \$ |
2007 \$ |
||
|---|---|---|---|
| Note 9 | Discontinued operations continued | ||
| (d) Details of sale of the division | |||
| Consideration received or receivable: | |||
| Cash | 763,334 | - | |
| Additional amount receivable on 22 February 2009 | 50,000 | - | |
| Total disposal consideration | 813,334 | - | |
| Carrying amount of net assets sold | 718,181 | - | |
| Profit on sale before income tax | 95,153 | - | |
| Income tax expense | - | - | |
| Profit on sale after income tax | 95,153 | - |
In the event that the operations of the division achieve certain performance criteria during the period May 2008 to May 2009, as specified in the sale of business agreement, the company is entitled to receive additional cash consideration of up to an estimated \$200,000. This amount has not been recognised in the consideration received or receivable in the profit on the sale of the division as the amount cannot be reliably measured at this stage nor is receipt virtually certain. If this additional consideration is recognised in a future period it will increases the profit from the sale of the division.
Note 10. Current assets - Cash and cash equivalents
| Cash at bank and on hand | 1,090,824 | 672,643 |
|---|---|---|
| Cash at bank and on hand | ||
| Cash at bank earns interest at rates applicable to cheque accounts. At 30 June, 2008 the rate was 6.75% (2007 3.9%) The Company's exposure to interest rate risk is discussed in note 2. |
Note 11. Current assets – Trade & other receivables
| Trade receivables | 318,065 | 1,011,406 |
|---|---|---|
| Provision for impairment of receivables | (48,979) | - |
| 269,086 | 1,011,406 |
All trade receivables are non-interest bearing
(a) Impaired trade receivables
As at 30 June 2008 current trade receivables with a nominal value of \$83,628 (2007 Nil) were impaired. The amount of the provision was \$48,979 (2007 - Nil). The amount of \$83,628 relates to receivables remaining from the operations of the contract manufacturing business which had been sold in February 2008.
The ageing of the impaired receivables is as follows:
| 3 to 6 months | 48,645 | - |
|---|---|---|
| Over 6 months | 34,983 | - |
| 83,628 | - |
Note 11. Current assets – Trade & other receivables continued
| Movements in the provision for impairment of receivables are as follows: | 2008 | 2007 | |
|---|---|---|---|
| \$ | \$ | ||
| Balance 1 July 2007 | Nil | Nil | |
| Provision for impairment recognised during the year | 390,000 | - | |
| Receivables written off during the year as uncollectible | (341,021) | - | |
| Balance 30 June 2008 | 48,979 | Nil |
The creation of the provision for impaired receivables has been included as an expense in determining the profit arising from discontinued operations. Refer note 4 for details.
(b) Past due but not impaired
At 30 June 2008, trade receivable amounting to \$10,892 (2007- \$344,467) were past due but not impaired. These relate to number of customers who have had no recent history of default.
| Up to 3 months | 303 | 266,512 |
|---|---|---|
| 3 to 6 months | 8,810 | 77,955 |
| Over 6 months | 979 | - |
| 10,892 | 344,467 |
(c) Fair value and credit risk
Due to the short term nature of the receivables, their carrying amount is assumed to approximate their fair value. Refer to note 2 for more information on the risk management policy of the company.
Note 12. Current assets - Inventories
| Raw materials and stores – at net realisable value | 91,229 | 42,735 |
|---|---|---|
| Work in progress – at cost | 24,540 | 54,451 |
| Finished Goods – at net realisable value | 45,494 | 69,152 |
| Inventories discontinued operations | - | 657,709 |
| 161,263 | 824,047 |
Write down of inventories to net realisable value recognised as an expense during the year ended 30 June 2008 amounted to \$Nil- (2007 \$868,317).
Refer to note 3 for further details on policy on accounting estimates.
Inventory expense
Inventories recognised as expense in determining the profit from:
- Ongoing operations for the year ended 30 June 2008 amounted to \$271,032 (2007 \$923,607). The 2007 amount includes the above impairment charge of \$868,317.
- discontinued operations for the period to date of sale amounted to \$4,067,906. The comparable amount for year to 30 June 2007 amounted to \$2,815,218.
Note 13. Current assets - Other assets
| 2008 | 2007 | |
|---|---|---|
| \$ | \$ | |
| Prepayments | 47,640 | 57,404 |
| Grants owing | - | 63,019 |
| Security bond | 25,000 | 25,000 |
| Other debtors | 82,801 | - |
| 155,441 | 145,423 |
Other debtors include an amount of \$50,000 due in February 2009 in respect of the sale of the contract manufacturing business. This amount is secured by a floating charge over the acquiring company.
(a) Risk exposure
Information about the Company's exposure to credit risk is provided in note 2.
Note 14. Non-current assets – Property plant and equipment
| Land | Buildings | Building Improvement |
Plant and equipment |
Computer equipment |
Furniture & Fittings |
Total | |
|---|---|---|---|---|---|---|---|
| Year ended 30 June, 2007 |
\$ | \$ | \$ | \$ | \$ | \$ | \$ |
| Opening net book | |||||||
| amount Additions |
73,647 - |
582,829 - |
220,625 - |
649,718 20,465 |
26,567 3,927 |
73,420 3,268 |
1,626,806 27,720 |
| Disposals | (73,647) | (573,001) | (208,709) | - | - | - | (855,357) |
| Depreciation charge | - | (9,828) | (11,916) | (107,905) | (14,825) | (12,236) | (156,710) |
| Closing net book amount |
- | - | - | 562,278 | 15,729 | 64,452 | 642,459 |
| At 30 June, 2007 | |||||||
| - Cost | - | - | - | 1,196,043 | 97,352 | 154,329 | 1,447,724 |
| - Accumulated depreciation |
- | - | - | (633,765) | (81,623) | (89,877) | (805,265) |
| Net book amount | - | - | - | 562,278 | 15,729 | 64,452 | 642,459 |
| Year ended 30 June 2008 |
|||||||
| Opening net book | |||||||
| amount | - | - | - | 562,278 | 15,729 | 64,452 | 642,459 |
| Additions Disposals |
- - |
- - |
- - |
8,472 (294,366) |
5,942 (1,906) |
- (8,576) |
14,414 (304,848) |
| Depreciation charge | (98,035) | (11,235) | (19,448) | (128,718) | |||
| Closing net book amount |
- | - | - | 178,349 | 8,530 | 36,428 | 223,307 |
| At 30 June, 2008 | Land | Buildings | Building Improvement |
Plant and equipment |
Computer equipment |
Furniture & Fittings |
Total |
|---|---|---|---|---|---|---|---|
| \$ | \$ | \$ | \$ | \$ | \$ | \$ | |
| - Cost - accumulated |
- | - | - | 501,235 | 99,303 | 102,010 | 702,548 |
| depreciation | - | - | - | (322,886) | (90,773) | (65,582) | (479,241) |
| Net book amount | - | - | - | 178,349 | 8,530 | 36,428 | 223,307 |
(a) Land and buildings
The Company sold its land and buildings at Campbellfield in April, 2007 for \$1,200,000 plus GST.
These facilities have been leased back for 5 years with an option to renew the lease for an additional five years.
(b) Non-current assets pledged as security
The Company has not pledged any of its non-current assets as security.
Note 15. Non-current assets – Investments accounted for using the equity method
| 2008 \$ |
2007 \$ |
|
|---|---|---|
| Shares in subsidiary company – at cost | 1 | - |
| Shares in associate – at cost | 30 | - |
| 31 | Nil |
(a) Shares in subsidiary company – Anadis ESP Pty Ltd
This company is a wholly owned subsidiary of Anadis Limited and was formed for the sole purpose to act as trustee for the Anadis Limited Executive Officer Share Plan Trust. All costs associated with the operations of this company are borne by Anadis Limited. Consolidated accounts have not been prepared as the net assets of Anadis ESP Pty Ltd are not material.
The company does not own any shares in its own right, however, in accordance with the terms of the Executive Officer Share Plan, Anadis Limited issued the following shares to Directors and officers of the Anadis during the financial year. All of these shares are registered in the name of Anadis ESP Pty Ltd as trustee for the particular officer of Anadis. Those shares are currently held in escrow and can only be transferred into the name of the individual officer in accordance with the terms of the Plan.
The shares have full voting rights and the particular employee can direct the trustee to vote at general meetings of members.
At 30 June 2008 the following shares were registered in the name of Anadis ESP Pty Ltd:
- 730,770 shares issued to four officers of Anadis Limited at an issue price of \$0.065 per share.
- 287,142 shares issued to Directors in lieu of Directors fees, as agreed at the 2007 Annual General meeting, at an issue price of \$0.0838 per share.
•
Refer to note 27 for details of the above issues.
Note 15. Non-current assets – Investments accounted for using the equity method continued
(b) Shares in Associate Company.
This investment represents a 50% holding in Immuron Ltd, a company incorporated in Israel. The other 50% shareholder is Hadasit Medical Research Services & Development Ltd. The company was formed as a special purpose vehicle to apply for specific research grants. No grants have been obtained up to 30 June 2008. Expenses associated with the establishment of the company and certain costs associated with grant applications have been borne directly by the two shareholders up to 30 June 2008.
Note 16. Current liabilities – Trade & other payables
| 2008 | 2007 | |
|---|---|---|
| \$ | \$ | |
| Trade payables | 213,146 | 682,662 |
| Other payables | 417,664 | 199,677 |
| 630,810 | 882,339 | |
(a) Amounts not expected to be settled within the next 12 months
Other payables and accruals include accruals for annual leave. The entire obligation is presented as current, since the Company does not have an unconditional right to defer settlement. However, based on past experience, the Company does not expect all employees to take full account of accrued leave within the next 12 months. The following amounts reflect leave that is not expected to be taken within the next 12 months.
| Annual leave obligation expected to be settled after 12 Months | 12,000 | 19,311 |
|---|---|---|
| (b) Risk exposure |
||
| Information on the Company's risk exposure is contained in note 2. | ||
| Note 17. Provisions |
||
| Current liabilities | ||
| Employee benefits – long service leave | 23,956 | 24,325 |
(a) Amounts not expected to be settled within 12 months
The current provision for long service leave includes all unconditional entitlements where employees have completed the required period of service and also those where employees are entitled to pro-rata payments in certain circumstances. The entire amount is presented as current since the Company does not have an unconditional right to defer settlement. However, based on past experience, the Company does not expect all employees to take full account of accrued long service leave or require payment within the next 12 months.
| The following amounts reflect leave that is not expected to be taken or paid within the next 12 months. |
23,956 | 24,325 |
|---|---|---|
| Non-current liabilities Employee benefits – long service leave |
22,944 | 63,799 |
Note 18. Current liabilities – Other
| Income received in advance | 94,676 | 405,042 |
|---|---|---|
| Other creditor | 40,250 | - |
| 134,926 | 405,042 |
The other creditor of \$40,250 represents funds provided by a Director, Dr Zeil Rosenberg, for the acquisition of shares in the Company held in suspense pending approval by members at a general meeting. Information on the Company's risk exposure is contained in note 2.
Note 19. Contributed equity
( a ) Issued and Paid Up Capital
| 126,732,766 (2007: 98,346,153) ordinary shares fully paid | 20,583,347 | 18,750,743 |
|---|---|---|
(b) Movements in ordinary share capital
| Issue | ||||
|---|---|---|---|---|
| Date | Details | Number of Shares |
Price \$ |
\$ |
| 01/7/2006 | Opening balance | 98,267,403 | 18,729,796 | |
| 15/02/2007 | Issue of shares to employees | 78,750 | 0.27 | 20,947 |
| Balance 30 June 2007 | 98,346,153 | 18,750,743 | ||
| 11/07/2007 | Issue of shares for cash with attaching | |||
| option | 650,000 | 0.152 | 98,800 | |
| 22/08/2007 | Issue of shares for cash with attaching | |||
| option | 5,039,361 | 0.14 | 705,510 | |
| Value of option transferred to options | ||||
| reserve | (65,944) | |||
| 18/04/2008 | Issue of shares for cash | 3,712,800 | 0.05 | 185,640 |
| Issue of shares to staff | 780,000 | 0.05 | 39,000 | |
| Issue of shares to contractor | 200,000 | 0.05 | 10,000 | |
| Issue of shares to staff in lieu of bonuses | 526,540 | 0.065 | 34,225 | |
| Issue of shares to staff under Executive | ||||
| Officer Share Plan | 730,770 | 0.065 | 47,500 | |
| Issue of shares to directors in lieu of | ||||
| directors fees | 287,142 | 0.0838 | 24,062 | |
| 10/06/2008 | Issue of shares for cash under | |||
| shareholder share purchase plan | 16,460,000 | 0.05 | 823,000 | |
| Costs associated with equity raisings | (69,189) | |||
| Balance at 30 June 2008 | 126,732,766 | 20,583,347 | ||
(c) Ordinary Shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amount paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.
Note 19. Contributed equity continued
(d) Options
Information relating to details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out on page 15 of the Directors Report
In conjunction with the shares issued on 11 July and 22 August 2007, the Company issued 1,842,287 options to investors. The fair value of these options was determined to be \$65,944 and was transferred to the share based payments reserve.
Information relating to the Company's Employee Option Plan, including details of options issues, exercised and lapsed during the financial year and options outstanding at the end of the financial year, is set out in Note 27
(e) Cancelled Shares
No shares were cancelled in the current or previous year.
(f) Share buy-back
There is no current on-market buy-back.
(g) Employee share plan
Information relating to the employee share plans, including details of shares issued under the plans is set out in note 27.
(h) Standby Subscription Agreement
The Company has entered into an agreement with Fortrend Small Cap Investors Limited for a facility to draw up to \$5million by the issue of shares and options. This facility has been utilised to issue 650,000 shares and 162,500 options at a total issue price of \$0.152 per share to raise \$98,800 in July 2007.
The draw downs are at Anadis' discretion and the facility is available for three years. The draw downs can be made at monthly intervals but the number of shares that can be issued is restricted by the number of shares on issue combined with the volume of trading and the prevailing share price. The minimum issue price under this facility is \$0.15 per share.
Note 20. Reserves and Accumulated losses
| 2008 \$ |
2007 \$ |
||
|---|---|---|---|
| (a) | Reserves | ||
| Share-based payments reserve | 272,896 | 80,320 | |
| Movements: | |||
| Balance 1 July | 80,320 | 78,205 | |
| Value attributable to options attaching to shares | |||
| Option expense – options issued to employees | 126,632 | 2,115 | |
| Options issued to investors | 65,944 | - | |
| Balance 30 June | 272,896 | 80,320 | |
| (b) | Accumulated losses | ||
| Movements in accumulated losses were as follows: | |||
| Balance 1 July | (16,910,590) | (13,629,354) | |
| Net loss for the year | (2,858,337) | (3,281,236) | |
| Balance 30 June | (19,768,927) | (16,910,590) | |
(c) Nature and purpose of reserves
Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options issued to employees, contractors and investors, but not exercised.
Note 21. Key management personnel disclosures
(a) Directors
The following persons were Directors of Anadis Limited during the financial year:
(i) Chairman – non-executive
P Molyneux (Resigned 20 July, 2007) R. Zwolenski (Appointed Chairman 20 July, 2007, resigned as a Director 18 June 2008)
(ii) Executive director
Dr Z Rosenberg – appointed Director 18 June 2008
(iii) Non-executive directors
Dr P Jenkins Professor R Robins-Browne A Nudel Professor C Chapman – appointed 18 June 2008 S Sallka – appointed 18 June 2008
(b) Other key management personnel
The following persons were the executives with the greatest authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, during the financial year:
| Name | Position |
|---|---|
| Dr. Zeil Rosenberg | Chief Executive Officer - Appointed 26 April 2007 |
| F Mears | Operations Manager Contract Manufacturing Business - Resigned 22 |
| February 2008 | |
| Dr G Rawlin | General Manager – Research and Development |
| Dr O Fuerst | Vice President Business Development – Appointed 1 October 2007. |
Except for Dr. Rosenberg and Dr Fuerst, the other above persons were also key management persons during the year ended 30 June, 2007.
(c) Key management personnel compensation
| 2008 | 2007 | ||
|---|---|---|---|
| \$ | \$ | ||
| Short-term employee benefits | 715,402 | 959,625 | |
| Post-employment benefits | 66,484 | 605,465 | |
| Share based payments | 251,631 | - | |
| Long-term benefits | 5,680 | 15,486 | |
| 1,039,197 | 1,580,576 |
The Company has taken advantage of the relief provided by Corporations Regulation 2M.6.04 and has transferred the detailed remuneration disclosures to the Directors' Report. The relevant information can be found in section A-C of the remuneration report on pages 7 to 13.
(d) Equity instrument disclosures relating to key management personnel
(i) Options provided as remuneration and shares issued on exercise of such options
Details of options provided as remuneration and shares issued on the exercise of such options, together with terms and conditions of the options, can be found in section D of the Remuneration Report on pages 13 to 15.
Note 21. Key management personnel disclosures continued
(ii) Option holdings
The number of options over ordinary shares in the Company held during the year by each Director of Anadis Limited and other key management personnel of the Company, including their personally related parties, are set out below.
| 2008 Name |
Balance at the start of the year |
Granted during the year as remuneration |
Exercised during the year |
Other changes during the year (lapsed) |
Balance at the end of the year |
Vested and exercisable at the end of the year |
Not vested at end of the year |
|---|---|---|---|---|---|---|---|
| Directors | |||||||
| Z Rosenberg | - | 4,913,370 | - | - | 4,913,370 | 1,965,348 | 2,948,022 |
| Other key management personnel | |||||||
| Dr O Fuerst | - | 4,913,370 | - | - | 4,913,370 | 1,965,348 | 2,948,022 |
| 2007 | Other | |||||
|---|---|---|---|---|---|---|
| Name | Balance at the start of the year |
Granted during the year as remuneration |
Exercised during the year |
changes during the year (lapsed) |
Balance at the end of the year |
Vested and exercisable at the end of the year |
| Directors | ||||||
| P Molyneux (1) | 350,000 | - | - | (350,000) | - | - |
| C Graham (2) | 750,000 | - | - | (750,000) | - | - |
| P Jenkins | 250,000 | - | - | (250,000) | - | - |
| A Nudel | - | - | - | - | - | - |
| R Robins | 250,000 | - | - | (250,000) | - | - |
| Browne | ||||||
| R Zwolenski | - | - | - | - | - | - |
| Other key management personnel | ||||||
| Z. Rosenberg (3) | - | - | - | - | - | - |
| F Mears | - | - | - | - | - | - |
| G Rawlin | - | - | - | - | - | - |
| S Skorobogaty | - | - | - | - | - | - |
- Resigned 20 July 2007 2. Resigned 12 April 2007 3. Appointed 26 April 2007
(iii) Share holdings
The number of shares in the Company held (either directly, indirectly* or beneficially) during the year by each director of the Company and other key management personnel, including their personally related parties*, are set out below. ( * includes: spouses, relatives of the individual, spouses of the relatives and any entity under the joint or several control or significant influence of the individual, relatives of the individual or spouses of the relatives).
Note 21. Key management personnel disclosures continued
Share holdings
| 2008 | ||||
|---|---|---|---|---|
| Balance at the start | Received during the year on the exercise |
Other changes during | Balance at the end of | |
| Name | of the year | of options | the year | the year |
| Directors | ||||
| P Molyneux (1) |
250,000 | 0 | (250,000) | Nil |
| P Jenkins | 3,855,000 | 0 | 565,895 | 4,420,895 |
| A Nudel | 12,496,215 | 0 | 715,133 | 13,211,348 |
| R Robins-Browne | 15,000 | 0 | 163,395 | 178,395 |
| R Zwolenski (2) |
250,000 | 0 | (250,000) | Nil |
| C Chapman (3) |
0 | 0 | 617,154 | 617,154 |
| S Sallka (3) |
0 | 0 | 1,053,942 | 1,053,942 |
| Other key management personnel | ||||
| Z. Rosenberg | 0 | 0 | 0 | 0 |
| F Mears (4) |
3,750 | 0 | (3,750) | 0 |
| G Rawlin (6) |
3,750 | 0 | 707,690 | 711,440 |
| S Skorobogaty (5) | 3,750 | 0 | (3,750) | 0 |
| O Fuerst | 0 | 0 | 380,000 | 380,000 |
| 1. Resigned |
20 July 2007 | |||
| 2. Resigned |
18 June 2008 | |||
| 3. | Appointed 18 June 2008 | |||
-
Resigned 22 February 2008 5. Resigned 29 September 2007
-
The changes during the year include 307,690 issued in the name of Anadis ESP Pty Ltd as trustee for G Rawlin.
2007
| Name | Balance at the start of the year |
Received during the year on the exercise of options |
Other changes during the year |
Balance at the end of the year |
||
|---|---|---|---|---|---|---|
| Directors | ||||||
| P Molyneux | 250,000 | 0 | 0 | 250,000 | ||
| C Graham | 3,454,413 | 0 | (3,454,413) | Nil | ||
| P Jenkins | 3,955,000 | 0 | (100,000) | 3,855,000 | ||
| A Nudel | 12,043,850 | 0 | 452,365 | 12,496,215 | ||
| R Robins-Browne | 15,000 | 0 | 0 | 15,000 | ||
| R Zwolenski | 250,000 | 0 | 0 | 250,000 | ||
| Other key management personnel | ||||||
| F Mears | 0 | 0 | 3,750 | 3,750 | ||
| G Rawlin | 0 | 0 | 3,750 | 3,750 | ||
| S Skorobogaty | 28,400 | 0 | (24,650) | 3,750 | ||
(e) Loans to key management personnel.
There are no loans to any director or other key management personnel, including their personally related parties (2007 -Nil).
Note 21. Key management personnel disclosures continued
(f) Superannuation commitments
All employees are entitled to various levels of benefits on retirement, disability or death. The superannuation plans are accumulation plans. The Company contributes a percentage of the directors' fees and salaries of employees to the superannuation plans.
(g) Other transactions with key management personnel
There are no other transactions with directors or other key management personnel except the following;
- A company controlled by Mr. Arie Nudel was paid consultancy fee during the year of \$126,992 (2007- \$106,240) for providing investor relations services to the Company. These services are provided on an 'as needs' basis and can be terminated at any time without penalty,
- A company controlled by Dr. Rosenberg was paid \$69,178 (2007- \$93,750) for services as the Chief Executive Officer and promotion activities in the United States,
- Shares in the Company totalling 100,000 were acquired by Mr Nudel during the year. Parties related to Mr. A Nudel acquired a net 515,738 shares and 304,761 options during the year. (2007- 452,365 shares) Mr A Nudel is also entitled to 63,395 shares issued during the year in lieu of Directors fees which are held in the name of Anadis ESP Pty Ltd, as trustee for Mr Nudel.
- Shares in the Company totalling 60,000 were acquired during the year by Dr P Jenkins. Parties related to Dr. P Jenkins acquired a net 442,500 shares and 100,000 options in the Company during the year. Dr P Jenkins is also entitled to 63,395 shares issued during the year in lieu of Directors fees which are held in the name of Anadis ESP Pty Ltd, as trustee for Dr P Jenkins (2007 – 100,000 shares held by related parties were sold).
- Professor R Robins-Browne acquired 100,000 shares in the Company during the year. (2007- Nil). Professor R Robins-Browne is also entitled to 63,395 shares issued during the year in lieu of Directors fees which are held in the name of Anadis ESP Pty Ltd, as trustee for Professor Robins-Browne.
Note 22. Remuneration of auditors
| 2008 \$ |
2007 \$ |
|
|---|---|---|
| During the year the following fees were paid of payable for | ||
| services provided by the auditor of the Company: | ||
| Audit services | ||
| Fees paid to PricewaterhouseCoopers Australian firm: | ||
| Audit and review of financial reports and other audit work | ||
| under the Corporations Act 2001 | 141,338 | 80,000 |
| Total remuneration for audit services | 141,338 | 80,000 |
The Company's policy on the engagement of auditors is set out in the Corporate Governance Statement (ASX Principle 4) in this Report.
Note 23 Commitments and Contingencies
(a) Research commitments
The Company has entered into agreements with certain research organisations for ongoing research. Under these agreements the Company is committed to providing funds over future periods as follows:
| Within one year | 25,793 | 160,000 |
|---|---|---|
| Later than one year but not more than five years | - | - |
| 25,793 | 160,00 |
|---|---|
| Later than five years | - | - | |
|---|---|---|---|
| Research commitments not recognised in the financial statements | 25,793 | 160,000 | |
| Note 23 | Commitments and Contingencies | ||
| continued | |||
| 2008 | 2007 | ||
| (b) | Property lease | ||
| The Company has entered into an operating lease for the Campbellfield | |||
| Offices & factory. | |||
| Within one year | 100,666 | 100,000 | |
| Later than one year but not more than five years | 273,984 | 374,650 | |
| Later than five years | - | ||
| Lease commitments not recognised in the financial statements | 374,650 | 474,650 |
The key points of the lease are;
- (i) Term Five years commencing April, 2007 with an option for a further term of five years,
- (ii) Transferable Anadis can assign the lease with the consent of the landlord, which consent will not be unreasonably withheld, and
- (iii) Escalation the rent is fixed for the first two years after which it escalates by 4% each subsequent year.
The main factory premises at Campbellfield are now occupied by the purchaser of the contract manufacturing business. Anadis have been reimbursed a proportion of rent payable since the acquisition date which approximates 60% of rent and outgoings. The above amount represents the gross amounts payable under the lease and does not take account of any amounts reimbursable by the purchaser.
The Company had no contingent assets and liabilities as at 30 June 2008.
Note 24 Events occurring after balance sheet date Expiry of options
Since 30 June the following options expired with no options being exercised.
| Series | Number | Expiry date |
|---|---|---|
| ANX AF | 100,000 | 1 July 2008 |
| ANXAC | 200,000 | 16 August 2008 |
| ANX AI | 1,679,787 | 22 August 2008 |
Note 25. Reconciliation of net cash inflow from operating activities to loss after income tax
| 2008 | 2007 | |
|---|---|---|
| \$ | \$ | |
| Loss for the year | (2,858,337) | (3,281,236) |
| Depreciation and amortisation | 128,718 | 156,710 |
| Profit on sale of contract manufacturing business | (95,153) | - |
| Increase in share based payment reserve | 126,632 | 2,115 |
| Increase in share based payment equity | 154,787 | 20,947 |
| (Profit)/Loss on sale of property | - | (330,396) |
| Change in operating assets & liabilities: | ||
| Decrease/(Increase) in inventories | 182,640 | 765,660 |
| Decrease/(Increase) in debtors and prepayments | 782,302 | (257,354) |
| (Decrease)/Increase in accounts payable | (138,118) | (237,531) |
| Increase/(Decrease) in other liabilities | (310,366) | 253,717 |
| (Decrease)/Increase in employee benefits provisions | (47,575) | (87,285) |
| Net cash (outflow) from operating activities | (2,074,470) | (2,994,655) |
Note 26 Earnings Per Share
| 2008 | 2007 | |
|---|---|---|
| (a) Basic earnings per share | Cents | Cents |
| Loss from continuing operations attributable to the ordinary equity holders of the | ||
| company | (2.79) | (3.54) |
| Profit from discontinued operations | 0.07 | 0.20 |
| Loss attributable to the ordinary equity holders of the company | (2.72) | (3.34) |
| (b) Diluted earnings per share | ||
| Loss from continuing operations attributable to the ordinary equity holders of the | ||
| company | (2.79) | (3.54) |
| Profit from discontinued operations | 0.07 | 0.20 |
| Loss attributable to the ordinary equity holders of the company | (2.72) | (3.34) |
| (c) Reconciliation of earnings used in calculating earnings per share | ||
| Basic earnings per share | ||
| Loss from continuing operations | (2,935,764) | (3,476,923) |
| Profit from discontinued operations | 77,427 | 195,687 |
| Loss attributable to the ordinary equity holders of Anadis Limited used in | ||
| calculating basic earnings per share | (2,858,337) | (3,281,236) |
There are no reconciling items to the above two loss amounts in calculating the earnings per share.
(d) Weighted average number of shares used as the denominator
| 2008 | 2007 | |
|---|---|---|
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share |
105,383,371 | 98,346,153 |
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share |
105,383,371 | 98,346,153 |
(e) Information concerning the classification of securities
Options
Options that have been granted are considered to be potential ordinary shares, however their conversion to ordinary shares does not increase the loss per share, as such the options are not dilutive and have not been included in the determination of diluted earnings per share. The options have not been included in the determination of basic earnings per share.
Note 27 Share based payments
(a) Directors and employee option plans
Options are granted to directors under the Anadis Executive Share Option Plan No. 1, which was approved by shareholders prior to listing in 1999. Options are granted to staff, at the discretion of the Board, under the Anadis Limited Employee Share Option Plan which was approved by directors on 14 May, 2002.
Note 27 Share based payments continued
Options are granted under the Plans for no consideration. Options can be granted for up to a five year period with a vesting date set by the Board.
Options granted under the Plans carry no dividend or voting rights.
When exercisable, each option is convertible into one ordinary share in Anadis Limited.
All options are issued with an exercise price set considerably in excess of the market price at the time of grant.
All options vest immediately with the exception of those issued on 18 August, 2004 which vested on 18 August, 2006. In addition to the above staff option plans, the following options were granted on 1 October 2007 under the terms of employment agreements with Dr Zeil Rosenberg, Chief Executive Officer, and Dr Oren Fuerst, Vice President Business Development. The options were granted for no consideration.
| Dr Z Rosenberg | Dr O Fuerst | |||
|---|---|---|---|---|
| Exercise price | \$0.33 | \$0.43 | \$0.33 | \$0.43 |
| Total options issued | 2,456,685 | 2,456,685 | 2,456,685 | 2,456,685 |
| Vesting dates- Grant date 1 October 2007 | 491,337 | 491,337 | 491,337 | 491,337 |
| 1 April 2008 | 491,337 | 491,337 | 491,337 | 491,337 |
| 1 October 2008 | 491,337 | 491,337 | 491,337 | 491,337 |
| 1 April 2009 | 491,337 | 491,337 | 491,337 | 491,337 |
| 1 October 2009 | 491,337 | 491,337 | 491,337 | 491,337 |
| Total options granted | 2,456,685 | 2,456,685 | 2,456,685 | 2,456,685 |
Set out below are summaries of options granted under the plan and employment agreements in respect of the 2008 and 2007 years:
2008
| Date granted |
Expiry date |
Exercise price \$ |
Balance at start of the year Number |
Granted during the year Number |
Exercised during the year Number |
Forfeited during the year Number |
Balance at the end of the year Number |
Vested & Exercisable at end of the year Number |
|---|---|---|---|---|---|---|---|---|
| 18/08/04 1/10/07 1/10/07 |
16/8/08 30/09/10 30/09/10 |
0.62 0.33 0.43 |
200,000 | 0 4,913,370 4,913,370 |
0 0 0 |
0 0 0 |
200,000 4,913,370 4,913,370 |
200,000 1,965,348 1,965,348 |
| Total | 200,000 | 9,826,740 | 0 | 0 | 10,026,740 | 4,130,696 | ||
| Weighted average exercise price | \$0.62 | \$0.38 | \$0 | \$0. | \$0.385 | \$0.392 |
Note 27 Share based payments continued
2007
| Date granted |
Expiry date |
Exercise price |
Balance at start of the year |
Granted during the year |
Exercised during the year |
Forfeited during the year |
Balance at the end of the year |
Vested & Exercisable at end of the year |
|---|---|---|---|---|---|---|---|---|
| \$ | Number | Number | Number | Number | Number | Number | ||
| 11/11/03 | 11/11/06 | 0.55 | 850,000 | 0 | 0 | (850,000) | 0 | 0 |
| 14/11/03 | 14/11/06 | 0.55 | 750,000 | 0 | 0 | (750,000) | 0 | 0 |
| 18/8/04 | 16/8/08 | 0.62 | 250,000 | 0 | 0 | (50,000) | 200,000 | 200,000 |
| Total | 1,850,000 | 0 | 0 | (1,650,000) | 200,000 | 200,000 | ||
| Weighted average exercise price | \$0.56 | \$0 | \$0 | \$0.55 | \$0.62 | \$0.62 |
No staff options were exercised or expired during the 2008 financial year.
The weighted average remaining contractual life of options outstanding at 30 June 2008 was 2.21 years (2007 – 1.13 years)
Fair value of options granted
The assessed fair value at grant date of options issued during the year ended 30 June 2008 is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
The model inputs used in placing a value on the options issued during the 2008 financial year are set out in the remuneration report, page 15 in the Directors' report.
(b) Employees share plan.
A Plan under which shares may be issued by the Company to employees for no cash consideration was approved by the Board on 12 December, 2006. All permanent employees (excluding executive directors) who have been continuously employed by the Company for a period of at least one year are eligible to participate in the Plan. Employees may elect not to participate in the Plan.
Under the Plan, eligible employees may be granted up to \$1,000 worth of fully paid ordinary shares in Anadis Limited annually for no cash consideration. The market value of the shares issued under the scheme, measured as the weighted average price, at which the Company's shares are traded on the Australian Stock Exchange during the week leading up to and including the date of grant, is recognised as part of employee benefit costs in the period the shares are granted. Offers under the Plan are at the discretion of the Company. Shares issued under the scheme may not be sold until the earlier of three years after issue or cessation of employment with the Company. In all other respects the shares rank equally with other fully-paid ordinary shares on issue.
The number of shares issued to participants in the Plan is the offer amount divided by the weighted average price at which the Company's shares are traded on the Australian Stock Exchange during the week up to and including the date of grant.
| 2008 | 2007 | |
|---|---|---|
| Shares issued under the Plan | Nil | 78,750 |
(c) Executive officer share plan.
At the 2007 annual general meeting the members agreed to the establishment of the Anadis Limited Executive Officer Share Plan (Plan). The Plan may involve the Company providing financial assistance for the purchase of its own shares in that no eligible employees are required to pay application monies for the shares issued. Shares issued under this Plan are held in the name of a trustee on behalf of the eligible employees. A wholly owned subsidiary company, Anadis ESP Pty Ltd, was incorporated on 2 January 2008 for the sole purpose to act as the trustee under the Plan.
Note 27 Share based payments continued
A brief summary of the Plan is as follows:
- (i) The Plan is available to all senior employees and Directors, both executive and non-executive, of Anadis Limited.
- (ii) Eligible employees will be offered ordinary shares in the Company to be subscribed for, or acquired by, the trustee on behalf of the employee. Shares held by the trustee for employees will be restricted shares in that the shares will not be transferred into the name of the employee until the earlier of, 10 years from date of issue, or the employee terminates their employment with the Company.
- (iii) The shares issued under the Plan will rank equally with all other ordinary shares in the Company and are entitled to receive dividends and vote at general meetings of members.
- (iv) No application monies are payable for shares issued under the Plan, unless the Board determine otherwise.
Shares issued during the year ended 30 June 2008 in the name of the trustee, to be held on behalf of various employees, are as follows:
| Note | Date of issue | Issue price per share \$ |
Number | Total value \$ |
|
|---|---|---|---|---|---|
| Shares issued under the Plan to directors | 1 | 18April 2008 | 0.0838 | 287,142 | 24,062 |
| Shares issued under the Plan to staff | 2 | 18 April 2008 | 0.065 | 730,770 | 47,500 |
| Total shares issued to Directors and staff Notes |
1,017,912 | 71,562 |
-
- Issue price per share was based on the volume weighted average price for the month of March 2008.
-
- Issue price per share was based on the last sale price of the shares on the ASX prior to approval of the bonus payments by the Board.
(d) Other shares issued during year in lieu of payments to staff and consultants
| Notes | Date of issue | Issue price per share \$ |
Number | Total value \$ |
|
|---|---|---|---|---|---|
| Shares issued in lieu of salary payments to staff. |
1 | 18April 2008 | 0.05 | 780,000 | 39,000 |
| Shares issued to former staff of the contract manufacturing business in lieu of bonus payments. |
2 | 18 April 2008 | 0.065 | 526,540 | 34,225 |
| Shares issued to contractor as part payment of consulting fees |
1 | 18 April 2008 | 0.05 | 200,000 | 10,000 |
| Total other shares issued. | 1,506,540 | 83,225 |
Notes
-
- Shares issued in lieu of cash payments to staff and consultants were issued at the price paid by investors for the placement to new shareholders on 18 April 2008.
-
- Issue price per share was based on the last sale price of the shares on the ASX prior to approval of the bonus payments by the Board.
Note 27 Share based payments continued
(e) Payments to contractors
From time to time the Board has, on request of some contractors, issued options as part of the payment for services rendered. The terms of each issue are subject to negotiation but in every case the exercise price is never lower than the market price at the time of issue.
Options granted under the Plans carry no dividend or voting rights.
When exercisable, each option is convertible into one ordinary share in Anadis Limited.
All options vest immediately.
Set out below are the summaries of options granted under the plan:
2008
| Date granted |
Expiry date |
Exercise price |
Balance at start of the year |
Granted during the year |
Exercised during the year |
Expired during the year |
Balance at the end of the year |
Exercisable at end of the year |
|---|---|---|---|---|---|---|---|---|
| Number | Number | Number | Number | Number | Number | |||
| 14/12/04 | 1/11/07 | 0.76 | 50,000 | - | - | 50,000 | - | - |
| 14/12/04 | 1/11/07 | 0.85 | 50,000 | - | - | 50,000 | - | - |
| 22/6/05 | 1/3/08 | 0.56 | 50,000 | - | - | 50,000 | - | - |
| 22/6/05 | 1/3/08 | 0.63 | 50,000 | - | - | 50,000 | - | - |
| 8/11/05 | 1/7/08 | 0.53 | 50,000 | - | - | - | 50,000 | 50,000 |
| 8/11/05 | 1/7/08 | 0.60 | 50,000 | - | - | - | 50,000 | 50,000 |
| Total | 300,000 | - | - | 200,000 | 100,000 | 100,000 | ||
| Weighted average exercise price | \$0.66 | \$0 | \$0 | \$0.70 | \$0.565 | \$0.565 |
2007
| Date granted |
Expiry date |
Exercise price |
Balance at start of the year Number |
Granted during the year Number |
Exercised during the year Number |
Expired during the year Number |
Balance at the end of the year Number |
Exercisable at end of the year Number |
|---|---|---|---|---|---|---|---|---|
| 30/10/03 | 18/9/06 | 0.34 | 50,000 | - | - | 50,000 | - | - |
| 30/10/03 | 18/9/06 | 0.38 | 50,000 | - | - | 50,000 | - | - |
| 18/8/04 | 7/4/07 | 0.41 | 50,000 | - | - | 50,000 | - | |
| 18/8/04 | 7/4/07 | 0.46 | 50,000 | - | - | 50,000 | - | |
| 14/12/04 | 1/11/07 | 0.76 | 50,000 | - | - | - | 50,000 | 50,000 |
| 14/12/04 | 1/11/07 | 0.85 | 50,000 | - | - | - | 50,000 | 50,000 |
| 22/6/05 | 1/3/08 | 0.56 | 50,000 | - | - | - | 50,000 | 50,000 |
| 22/6/05 | 1/3/08 | 0.63 | 50,000 | - | - | - | 50,000 | 50,000 |
| 8/11/05 | 1/7/08 | 0.53 | 50,000 | - | - | - | 50,000 | 50,000 |
| 8/11/05 | 1/7/08 | 0.60 | 50,000 | - | - | - | 50,000 | 50,000 |
| Total | 500,000 | - | - | 200,000 | 300,000 | 300,000 | ||
| Weighted average exercise price | \$0.55 | \$0 | \$0 | \$0.40 | \$0.66 | \$0.66 |
No options were forfeited during the periods covered by the above tables
The weighted average remaining contractual life of share options outstanding at the end of the period was 1 day, (2007 – 0.67 years)
Note 27 Share based payments continued
Fair value of options granted
There were no options granted during the 2008 and 2007 financial years. The assessed fair value at grant date is independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expected changes to future volatility due to publicly available information.
(f) Expenses arising from share-based payment transactions.
Total expenses arising from share-based payment transactions recognised during the year as part of the following expenses are as follows:
| 2007 |
|---|
| 15,082 |
| 7,980 |
| 23,062 |
Note 28. Related party transactions
Key management personnel
Disclosures relating to key management personnel are set out in Note 21.
There are no other related party transactions loans or outstanding balances.
Anadis Limited Directors' Declaration
Directors' Declaration for the year ended 30 June, 2008.
In the directors' opinion:
- (a) the financial statements and notes set out on pages 23 to 57 are in accordance with the Corporations Act 2001 including:
- (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
- (ii) giving a true and fair view of the Company's financial position as at 30 June 2008 and of its performance for the financial year ended on that date; and
- (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable: and
- (c) the audited remuneration disclosures set out on pages 7 to 15 of the Directors' Report comply with Accounting Standards AASB 124 Related Partied Disclosures and the Corporations Regulations 2001
The directors have been given the declarations by the Chief Executive Officer and the Chief Financial Officer as required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Director Director
P J Jenkins A L Nudel
Melbourne 25 September 2008.


Additional information required by the Australian Stock Exchange not shown elsewhere in this report is as follows. The information was applicable at 31 August, 2008.
a) Distribution of equity securities
Analysis of numbers of equity security holders by size of holding
| Class of equity security | |||||
|---|---|---|---|---|---|
| Shares | Options | ||||
| 1 – 1,000 | 73 | ||||
| 1,001 – 5,000 | 404 | ||||
| 5,001 – 10,000 | 310 | ||||
| 10,001 – 100,000 | 672 | ||||
| 100,001 and over | 251 | 3 | |||
| 1,710 | 3 | ||||
There were 550 holders of less than a marketable parcel of ordinary shares.
b) Equity security holders
Twenty largest quoted equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
Ordinary Shares
| Number held | Percentage of Issued Shares |
|
|---|---|---|
| Paracroft Pty. Ltd. | 11,500,336 | 9.08 |
| Tatura Milk Industries Limited | 6,350,000 | 5.01 |
| HSBC Custody Nominees (Aust) Limited. – GSI ECSA | 4,955,043 | 3.91 |
| HSBC Custody Nominees (Aust) Limited. | 2,295,672 | 1.81 |
| Capital Creation Nominees Pty Ltd | 2,150,000 | 1.70 |
| S C Driver & J L Driver | 2,092,000 | 1.65 |
| Mrs. Ese Behari | 2,050,718 | 1.62 |
| Jenkvest Pty Ltd < Peter & Gail S/F > | 1,332,500 | 1.05 |
| Milton Corporation Limited | 1,237,500 | 0.98 |
| Mr. Peter James Jenkins | 1,200,000 | 0.95 |
| Pepella Pty. Ltd. | 1,153,163 | 0.91 |
| J B Drill & E C Drill J B Drill S/F A/C | 1,111,000 | 0.88 |
| Capital Creation Pty Ltd | 1,020,000 | 0.81 |
| Capital Concerns Pty Ltd < Logue Family Super Fund A/C > | 1,000,000 | 0.79 |
| Tartan Pines Pty Ltd < C Graham & G Tritapepe > | 1,000,000 | 0.79 |
| John L Anderson & Associates Pty Ltd < Super Fund A/C > | 882,822 | 0.70 |
| Mr Manfred Zimmer | 800,000 | 0.63 |
| Mr Mark Henry | 760,000 | 0.60 |
| Quattro Fontane Pty Ltd < The Sapienza Super Fund > | 750,000 | 0.59 |
| Renmar Australia Pty Ltd < Sassano Super Fund A/C > | 724,600 | 0.57 |
| 44,365,354 | 35.03 |
c) Voting rights
All ordinary shares carry one vote per share without restriction.
| d) Unquoted equity securities | Number on issue | Number of holders |
|---|---|---|
| Options issued to take up ordinary shares | 9,989,240 | 3 |
Number of unissued ordinary shares under the options.
Holders of 20% or more of unquoted equity securities in the Company are set out below:
| Number held | Percentage | |
|---|---|---|
| Options issued to take up ordinary shares | ||
| Dr Zeil Rosenberg | 4,913,370 | 49.7% |
| Dr Oren Fuerst | 4,913,370 | 49.7% |
e) Substantial holders
Substantial holders in the Company are set out below:
| Number held | Percentage | |
|---|---|---|
| Ordinary Shares | ||
| Paracroft Pty Ltd | 11500,336 | 9.08 |
| Tatura Milk industries Limited | 6,350,000 | 5.01 |