UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2014
Commission File Number
Novogen Limited
(Translation of registrant’s name into English)
16-20 Edgeworth David Ave, Hornsby, NSW 2077, Australia
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F þ Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark if the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No þ
If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Novogen Limited(Registrant)
Lionel Mateo
Lionel Mateo
Company Secretary
Date 28 February 2014
Appendix 4D
Interim reporting
NOVOGEN LIMITED
31 DECEMBER 2013
INTERIM FINANCIAL REPORT
APPENDIX 4D
ASX Code: NRT
Appendix 4D
Interim reporting
DIRECTORS’ REVIEW OF THE PRELIMINARY FINAL REPORT
OPERATING AND FINANCIAL REVIEW
Review of financial condition
The consolidated entity produced a net loss after taxation, attributable to the owners of Novogen Limited of $3,055,263 (2012: profit of $495,877).
Net Tangible Assets of the consolidated entity as at 31 December 2013 were $2,537,565 (30 June 2013 $1,510,480), or 1.57 cents per share (30 June 2013 1.09 cents).
Review of principal business
Since its inception in 1994, the principal business of Novogen has been pharmaceutical drug development.
From 1 July 2013 Novogen has been focused on the development of its super-benzopyran drug technology platform, with a particular attention on developing treatments for late-stage ovarian cancer and glioblastoma multiforme, the main form of primary brain cancer.
On 9 October 2013, Novogen announced the purchase of a second anti-cancer drug technology known as anti-tropomyosins. This was acquired from Australian private biotechnology company, Genscreen Pty Ltd. Since that acquisition, the company has focused on the identification of the intellectual property assets and lodgement of a series of provisional patents.
On 7 November 2014 Novogen entered into a joint venture company, CanTx. Inc, with Yale University. The joint venture represented a pooling of resources in the field of development of drugs to treat ovarian cancer. CanTx is a 85% subsidiary of Novogen and is based in New Haven, CT.
The stated goal of the company is to provide the technology and drugs capable of covering a wide range of different cancer cell genotypes and phenotypes that will permit the optimisation of chemotherapy on an individual basis. The company’s research and development efforts are directed towards this goal.
|
 |
|
Graham Kelly |
Chairman |
27 February 2014
Sydney
| | |
Novogen Limited Appendix 4D Half-year report | |  |
1. Company details
| | |
Name of entity: | | Novogen Limited |
ABN: | | 37 063 259 754 |
Reporting period: | | For the half-year ended 31 December 2013 |
Previous period: | | For the half-year ended 31 December 2012 |
2. Results for announcement to the market
| | | | | | | | | | | | |
| | | | | | | | | | $ | |
| | | | |
Revenues from ordinary activities | | down | | | 95.2% | | | to | | | 29,206 | |
| | | | |
Loss from ordinary activities after tax attributable to the owners of Novogen Limited | | down | | | 716.1% | | | to | | | (3,055,263 | ) |
| | | | |
Loss for the half-year attributable to the owners of Novogen Limited | | down | | | 716.1% | | | to | | | (3,055,263 | ) |
Dividends
There were no dividends paid, recommended or declared during the current financial period.
Comments
The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $3,055,263 (31 December 2012: profit of $495,877).
For detailed commentary on results for the financial half-year, refer to operating and financial review preceding this Appendix 4D.
3. Net tangible assets
| | | | | | |
| | | Reporting | | Previous | |
| | | period | | period | |
| | | Cents | | Cents | |
| | |
Net tangible assets per ordinary security | | 1.57 | | | 1.09 | |
| | | | | | |
4. Control gained over entities
Not applicable.
5. Loss of control over entities
Not applicable.
6. Dividends
Current period
There were no dividends paid, recommended or declared during the current financial period.
Previous period
On 27 November 2012, a dividend of $24,774,709 was paid via an in-specie distribution of shares in MEI Pharma, Inc. representing 23.87 cents per ordinary share.
| | |
Novogen Limited Appendix 4D Half-year report | | |
7. Dividend reinvestment plans
Not applicable.
8. Details of associates and joint venture entities
Not applicable.
9. Foreign entities
Details of origin of accounting standards used in compiling the report:
Not applicable.
10. Audit qualification or review
Details of audit/review dispute or qualification (if any):
The financial statements were subject to a review by the auditors and an unqualified review report, with an emphasis of matter with respect to going concern, is attached as part of the Interim Report.
11. Attachments
Details of attachments (if any):
The Interim Report of Novogen Limited for the half-year ended 31 December 2013 is attached.
12. Signed
| | | | | | | | |
Signed | |  | | | | Date: 27 February 2014 | | |
Graham Kelly | | | | |
Chairman | | | | |
Sydney | | | | |
Novogen Limited
ABN 37 063 259 754
Interim Report - 31 December 2013
| | |
Novogen Limited Contents 31 December 2013 | | |
1
| | |
Novogen Limited Directors’ report 31 December 2013 | | |
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the ‘consolidated entity’) consisting of Novogen Limited (referred to hereafter as the ‘company’ or ‘parent entity’) and the entities it controlled for the half-year ended 31 December 2013.
Directors
The following persons were directors of Novogen Limited during the whole of the financial half-year and up to the date of this report, unless otherwise stated:
Graham Kelly - Chairman
Robert Birch - Deputy Chairman
Andrew Heaton - Executive Director
Steven Coffey - Non-Executive Director
John O’Connor - Non-Executive Director
Principal activities
During the financial half-year the principal continuing activity of the consolidated entity consisted of pharmaceutical research and development.
Review of operations
The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $3,055,263 (31 December 2012: profit of $495,877).
Two key research and development activities occupied the consolidated entity in the six months to 31 December 2013.
Super-benzopyran (‘SBP’) drug technology
A primary research objective in the second-half of calendar year 2013 was the identification of lead SBP drug candidates in both ovarian cancer and glioblastoma, and optimisation of the method of delivery for both drug candidates.
Trilexium had been identified prior to 30 June 2013 as the consolidated entity’s lead SBP drug on the basis of potent cytotoxicity against both ovarian and glioblastoma cancer stem cell cultures.
However, in July 2013, an ongoing analog program identified three other compounds of equivalent activity to Trilexium, but with differing drug-like features. At that point the consolidated entity halted the analog program in order to focus on the four identified hit compounds and to confirm one or two lead candidate compounds.
Subsequent in vitro and in vivo studies led to Trilexium being confirmed as the lead candidate for a glioblastoma indication, and Trx-1 as the lead candidate for an ovarian cancer indication.
In November 2013 Novogen entered into a joint venture arrangement with Yale University (‘Yale’). The purpose of the joint venture company, CanTx. Inc, (‘CanTx’) was to pool the resources of both parties in order to develop drugs for the treatment of ovarian cancer. A series of agreements underpin this joint venture. The first of those is a licensing agreement from Novogen to CanTx that allows CanTx to access the Novogen patent portfolio of SBP drugs in order to identify a lead candidate compound for its objective of developing an intra-abdominal product capable of treating any intra-abdominal cancer, but with a particular focus on ovarian cancer. A licensing agreement between Yale and CanTx gave CanTx access to certain Yale cell culture technology and animal models and facilities and resources. A sponsored research agreement between CanTx and Yale identified the appropriate research plan to be undertaken by Yale, and a shareholders’ agreement between all parties comprised a commitment from Novogen to fund CanTx for up to 3 years for up to a maximum of $2 million.
Yale and CanTx devised a construct comprising Trx-1 in a guided drug delivery system and commenced animal studies to investigate its utility both as an intra-peritoneal and intravenous product for the treatment of ovarian cancer.
Concurrent with the ovarian cancer studies, Novogen continued studies with Trilexium in conjunction with the University of Hong Kong and Weill Cornell Medical College in the field of glioblastoma. The purpose of those studies was to confirm the ability of the drug to kill both tumor-initiating cells and somatic (daughter) cancer cells in glioblastoma, and to determine the appropriate method of delivering the drug that would maximize its chances of crossing the blood-brain barrier.
2
| | |
Novogen Limited Directors’ report 31 December 2013 | | |
Anti-tropomyosin drug technology
In October 2013, Novogen acquired from Genscreen Pty Ltd certain intellectual property concerning a novel class of anti-cancer drugs known as anti-tropomyosins (‘ATMs’). These drugs target a particular isoform of the cytoskeleton protein, tropomyosin. Cancer cells rely predominantly on this particular tropomyosin isoform (‘Tm5NM1’) for their cytoskeleton, and inhibition of Tm5NM1 leads to apoptosis of the cancer cell.
An analog program was commenced to provide a pipeline of compounds to enter a screening program with the aim of identifying a lead candidate compound to be taken eventually into the clinic in the areas of melanoma, prostate cancer, ovarian cancer and neuroblastoma.
Patents
A concerted effort was undertaken to secure protection over both the SBP and ATM drug technologies. In both cases, it has required extensive research into prior art to establish those families of structures and their uses available to the consolidated entity, and the filing of a number of provisional patents. In each drug technology platform, five discrete families of structures were identified and a program of patent lodgement commenced.
Significant changes in the state of affairs
The three significant changes were (i) the acquisition of the ATM drug technology, (ii) the establishment of CanTx; and (iii) the raising of further funds fund to continue the consolidated entity’s research and development and operations.
The acquisition of the ATM drug technology platform has boosted the consolidated entity’s drug development prospects significantly, as well as providing an important risk-reduction strategy.
The establishment of CanTx brings the significant research and clinical resources of Yale University, along with specific expertise in ovarian cancer research, to the task of developing effective treatments ovarian cancer. This ground-breaking academic-public biotech link is designed to greatly expedite the transition from the laboratory bench into the clinic.
During the period the consolidated entity raised cash amounting to $5,500,000, with a face value of $6,050,000 by way of issue of four tranches of convertible notes to Hudson Bay; of which $3,495,000 face value was converted into 22,400,456 ordinary shares of the company.
There were no other significant changes in the state of affairs of the consolidated entity during the financial half-year.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on the following page.
This report is made in accordance with a resolution of directors, pursuant to section 306(3)(a) of the Corporations Act 2001.
On behalf of the directors
| | |
| | |
Graham Kelly | | |
Chairman | | |
| |
27 February 2014 | | |
Sydney | | |
3
| | | | | | | | |
| | | | | | | | Grant Thornton Audit Pty Ltd |
| | | | | | | | ACN 130 913 594 |
| | | | |
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| | | | | | | | Sydney NSW 2000 |
| | | | |
| | | | | | | | Correspondence to: |
| | | | | | | | Locked Bag Q800 |
| | | | | | | | QVB Post Office |
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| | | | | | | | E info.nsw@au.gt.com |
| | | | | | | | W www.grantthornton.com.au |
Auditor’s Independence Declaration
To The Directors of Novogen Limited
In accordance with the requirements of section 307C of the Corporations Act 2001, as lead auditor for the review of Novogen Limited for the half-year ended 31 December 2013, I declare that, to the best of my knowledge and belief, there have been:
| | a | No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and |
| | b | No contraventions of any applicable code of professional conduct in relation to the review. |
GRANT THORNTON AUDIT PTY LTD
Chartered Accountants
L M Worsley
Partner - Audit & Assurance
Sydney, 27 February 2014
‘Grant Thornton’ refers to the brand under which the Grant Thornton member firms provide assurance, tax and advisory services to their clients and/or refers to one or more member firms, as the context requires. Grant Thornton Australia Ltd is a member firm of Grant Thornton International Ltd (GTIL). GTIL and the member firms are not a worldwide partnership. GTIL and each member firm is a separate legal entity. Services are delivered by the member firms. GTIL does not provide services to clients. GTIL and its member firms are not agents of, and do not obligate one another and are not liable for one another’s acts or omissions. In the Australian context only, the use of the term ‘Grant Thornton’ may refer to Grant Thornton Australia Limited ABN 41 127 556 389 and its Australian subsidiaries and related entities. GTIL is not an Australian related entity to Grant Thornton Australia Limited.
Liability limited by a scheme approved under Professional Standards Legislation. Liability is limited in those States where a current scheme applies.
4
| | |
Novogen Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2013 | | |
| | | | | | | | |
| | | | | Consolidated | |
| | | Note | | 31/12/2013 | | 31/12/2012 | |
| | | | | $ | | $ | |
| | | |
Revenue | | 4 | | 29,206 | | | 610,001 | |
| | | |
Other income | | 5 | | 290,988 | | | 617,795 | |
| | | |
Expenses | | | | | | | | |
Research and development expense | | | | (596,625) | | | - | |
General and administrative expense | | | | (1,793,611) | | | (1,209,268) | |
Net fair value loss on convertible note derivative | | | | (461,460) | | | - | |
Finance costs | | 6 | | (538,396) | | | - | |
| | | | | | | | |
| | | |
Profit/(loss) before income tax expense from continuing operations | | | | (3,069,898) | | | 18,528 | |
| | | |
Income tax expense | | | | - | | | - | |
| | | | | | | | |
| | | |
Profit/(loss) after income tax expense from continuing operations | | | | (3,069,898) | | | 18,528 | |
| | | |
Profit after income tax (expense)/benefit from discontinued operations | | | | - | | | 723,641 | |
| | | | | | | | |
| | | |
Profit/(loss) after income tax expense for the half-year | | | | (3,069,898) | | | 742,169 | |
| | | |
Other comprehensive income | | | | | | | | |
| | | |
Items that may be reclassified subsequently to profit or loss | | | | | | | | |
Gain on the revaluation of available-for-sale financial assets, net of tax | | | | 4,389 | | | - | |
Net exchange difference on translation of financial statements of foreign controlled entities, net of tax | | | | (8,404) | | | 3,967,912 | |
| | | | | | | | |
| | | |
Other comprehensive income for the half-year, net of tax | | | | (4,015) | | | 3,967,912 | |
| | | | | | | | |
| | | |
Total comprehensive income for the half-year | | | | (3,073,913) | | | 4,710,081 | |
| | | | | | | | |
| | | |
Profit/(loss) for the half-year is attributable to: | | | | | | | | |
Non-controlling interest | | | | (14,635) | | | 246,292 | |
Owners of Novogen Limited | | | | (3,055,263) | | | 495,877 | |
| | | | | | | | |
| | | |
| | | | (3,069,898) | | | 742,169 | |
| | | | | | | | |
| | | |
Total comprehensive income for the half-year is attributable to: | | | | | | | | |
Continuing operations | | | | (15,110) | | | - | |
Discontinuing operations | | | | - | | | 1,508,965 | |
| | | | | | | | |
Non-controlling interest | | | | (15,110) | | | 1,508,965 | |
| | | | | | | | |
| | | |
Continuing operations | | | | (3,058,803) | | | 18,528 | |
Discontinuing operations | | | | - | | | 3,182,588 | |
| | | | | | | | |
Owners of Novogen Limited | | | | (3,058,803) | | | 3,201,116 | |
| | | | | | | | |
| | | |
| | | | (3,073,913) | | | 4,710,081 | |
| | | | | | | | |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
5
| | |
Novogen Limited Statement of profit or loss and other comprehensive income For the half-year ended 31 December 2013 | | |
| | | | | | | | | | |
| | | | | Consolidated | |
| | | Note | | 31/12/2013 | | | 31/12/2012 | |
| | | | | $ | | | $ | |
| | | |
| | | | | Cents | | | Cents | |
| | | |
Earnings per share for profit/(loss) from continuing operations attributable to the owners of Novogen Limited | | | | | | | | | | |
Basic earnings per share | | 15 | | | (2.108 | ) | | | 0.018 | |
Diluted earnings per share | | 15 | | | (2.108 | ) | | | 0.018 | |
| | | |
Earnings per share for profit from discontinued operations attributable to the owners of Novogen Limited | | | | | | | | | | |
Basic earnings per share | | 15 | | | - | | | | 0.466 | |
Diluted earnings per share | | 15 | | | - | | | | 0.466 | |
| | | |
Earnings per share for profit/(loss) attributable to the owners of Novogen Limited | | | | | | | | | | |
Basic earnings per share | | 15 | | | (2.108 | ) | | | 0.484 | |
Diluted earnings per share | | 15 | | | (2.108 | ) | | | 0.484 | |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
6
| | |
Novogen Limited Statement of financial position As at 31 December 2013 | | |
| | | | | | | | |
| | | | | Consolidated | |
| | | Note | | 31/12/2013 | | 30/06/2013 | |
| | | | | $ | | $ | |
| | | |
Assets | | | | | | | | |
| | | |
Current assets | | | | | | | | |
Cash and cash equivalents | | 7 | | 6,057,745 | | | 2,738,435 | |
Trade and other receivables | | | | 456,340 | | | 409,477 | |
| | | | | | | | |
Total current assets | | | | 6,514,085 | | | 3,147,912 | |
| | | | | | | | |
| | | |
Non-current assets | | | | | | | | |
Available-for-sale financial assets | | | | 63,016 | | | 58,627 | |
Property, plant and equipment | | | | 19,823 | | | 11,333 | |
Intangibles | | | | 2,245,270 | | | 2,530,322 | |
| | | | | | | | |
Total non-current assets | | | | 2,328,109 | | | 2,600,282 | |
| | | | | | | | |
| | | |
Total assets | | | | 8,842,194 | | | 5,748,194 | |
| | | | | | | | |
| | | |
Liabilities | | | | | | | | |
| | | |
Current liabilities | | | | | | | | |
Trade and other payables | | | | 185,994 | | | 264,693 | |
Borrowings | | 8 | | 3,565,829 | | | 1,415,595 | |
Derivative financial instruments | | | | 259,303 | | | - | |
Provisions | | | | 48,233 | | | 27,104 | |
| | | | | | | | |
Total current liabilities | | | | 4,059,359 | | | 1,707,392 | |
| | | | | | | | |
| | | |
Total liabilities | | | | 4,059,359 | | | 1,707,392 | |
| | | | | | | | |
| | | |
Net assets | | | | 4,782,835 | | | 4,040,802 | |
| | | | | | | | |
| | | |
Equity | | | | | | | | |
Contributed equity | | 9 | | 141,478,844 | | | 137,662,915 | |
Reserves | | 10 | | 212,561 | | | 216,101 | |
Accumulated losses | | | | (136,893,477) | | | (133,838,214) | |
| | | | | | | | |
Equity attributable to the owners of Novogen Limited | | | | 4,797,928 | | | 4,040,802 | |
Non-controlling interest | | | | (15,093) | | | - | |
| | | | | | | | |
| | | |
Total equity | | | | 4,782,835 | | | 4,040,802 | |
| | | | | | | | |
The above statement of financial position should be read in conjunction with the accompanying notes
7
| | |
Novogen Limited Statement of changes in equity For the half-year ended 31 December 2013 | | |
| | | | | | | | | | | | | | |
| Consolidated | | Contributed equity $ | | Other contributed equity $ | | Reserves $ | | Accumulated losses $ | | Non- controlling interest $ | | Total equity $ | |
| | | | | | |
Balance at 1 July 2012 | | 199,026,306 | | - | | (3,849,563) | | (191,700,929) | | 1,637,257 | | | 5,113,071 | |
| | | | | | |
Profit after income tax expense for the half-year | | - | | - | | - | | 495,877 | | 246,292 | | | 742,169 | |
Other comprehensive income for the half-year, net of tax | | - | | - | | 2,705,239 | | - | | 1,262,673 | | | 3,967,912 | |
| | | | | | | | | | | | | | |
| | | | | | |
Total comprehensive income for the half-year | | - | | - | | 2,705,239 | | 495,877 | | 1,508,965 | | | 4,710,081 | |
| | | | | | |
Transactions with owners in their capacity as owners: | | | | | | | | | | | | | | |
Issue of shares in subsidiary acquisition | | - | | 117,000 | | - | | - | | - | | | 117,000 | |
Equity component of compound financial instrument | | - | | 618,863 | | - | | - | | - | | | 618,863 | |
Issue of share capital by subsidiary | | 1,224,000 | | - | | - | | - | | - | | | 1,224,000 | |
Less non-controlling interest | | - | | - | | - | | - | | (1,637,257) | | | (1,637,257) | |
Share of opening equity transferred to non-controlling interest due to issuance of shares by subsidiary | | (65,762,136) | | - | | 1,144,324 | | 83,668,276 | | (1,508,965) | | | 17,541,499 | |
Dividends paid (note 11) | | - | | - | | - | | (24,774,709) | | - | | | (24,774,709) | |
| | | | | | | | | | | | | | |
| | | | | | |
Balance at 31 December 2012 | | 134,488,170 | | 735,863 | | - | | (132,311,485) | | - | | | 2,912,548 | |
| | | | | | | | | | | | | | |
| | | | | | |
| Consolidated | | | | Contributed equity $ | | Reserves $ | | Accumulated losses $ | | Non- controlling interest $ | | Total equity $ | |
| | | | | | |
Balance at 1 July 2013 | | | | 137,662,915 | | 216,101 | | (133,838,214) | | - | | | 4,040,802 | |
| | | | | |
Loss after income tax expense for the half-year | | - | | - | | (3,055,263) | | (14,635) | | | (3,069,898) | |
Other comprehensive income for the half-year, net of tax | | - | | (3,540) | | - | | (475) | | | (4,015) | |
| | | | | | | | | | | | | | |
| | | | | |
Total comprehensive income for the half-year | | - | | (3,540) | | (3,055,263) | | (15,110) | | | (3,073,913) | |
| | | | | |
Transactions with owners in their capacity as owners: | | | | | | | | | | | | |
Contributions of equity, net of transaction costs (note 9) | | 3,815,929 | | - | | - | | 17 | | | 3,815,946 | |
| | | | | | | | | | | | | | |
| | | | | |
Balance at 31 December 2013 | | 141,478,844 | | 212,561 | | (136,893,477) | | (15,093) | | | 4,782,835 | |
| | | | | | | | | | | | | | |
The above statement of changes in equity should be read in conjunction with the accompanying notes
8
| | |
Novogen Limited Statement of cash flows For the half-year ended 31 December 2013 | | |
| | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | 31/12/2012 | |
| | | $ | | $ | |
| | |
Cash flows from operating activities | | | | | | |
Profit/(loss) before income tax expense for the half-year | | (3,069,898) | | | 742,169 | |
| | |
Adjustments for: | | | | | | |
Depreciation and amortisation | | 287,569 | | | 14,801 | |
Share-based payments | | 124,918 | | | 401,550 | |
Foreign exchange differences | | (8,054) | | | 62,559 | |
Gain on capital reduction - in specie distribution | | - | | | (4,996,331) | |
Net gain on disposal of business/subsidiary | | - | | | (462,354) | |
Net gain on disposal of Glucan Technology | | - | | | (150,000) | |
Net fair value loss on derivative | | 461,460 | | | - | |
Imputed interest on convertible note | | 139,089 | | | - | |
| | | | | | |
| | |
| | (2,064,916) | | | (4,387,606) | |
| | |
Change in operating assets and liabilities: | | | | | | |
Decrease in trade and other receivables | | - | | | 118,363 | |
Decrease in prepayments | | 21,656 | | | 205,665 | |
Decrease in trade and other payables | | (78,683) | | | (3,275,562) | |
Increase/(decrease) in employee benefits | | 21,129 | | | (197,300) | |
| | | | | | |
| | |
| | (2,100,814) | | | (7,536,440) | |
| | | | | | |
| | |
Net cash used in operating activities | | (2,100,814) | | | (7,536,440) | |
| | | | | | |
| | |
Cash flows from investing activities | | | | | | |
Payment for purchase of business, net of cash acquired | | - | | | 31,667 | |
Payments for property, plant and equipment | | (11,357) | | | - | |
Payments for security deposits | | (68,519) | | | - | |
Proceeds from sale of intellectual property | | - | | | 150,000 | |
| | | | | | |
| | |
Net cash from/(used in) investing activities | | (79,876) | | | 181,667 | |
| | | | | | |
| | |
Cash flows from financing activities | | | | | | |
Proceeds from borrowings | | 5,500,000 | | | - | |
| | | | | | |
| | |
Net cash from financing activities | | 5,500,000 | | | - | |
| | | | | | |
| | |
Net increase/(decrease) in cash and cash equivalents | | 3,319,310 | | | (7,354,773) | |
Cash and cash equivalents at the beginning of the financial half-year | | 2,738,435 | | | 8,347,908 | |
| | | | | | |
| | |
Cash and cash equivalents at the end of the financial half-year | | 6,057,745 | | | 993,135 | |
| | | | | | |
The above statement of cash flows should be read in conjunction with the accompanying notes
9
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
Note 1. General information
The financial report covers Novogen Limited as a consolidated entity consisting of Novogen Limited and the entities it controlled. The financial report is presented in Australian dollars, which is Novogen Limited’s functional and presentation currency.
The financial report consists of the financial statements, notes to the financial statements and the directors’ declaration.
Novogen Limited is a listed public company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:
Level 1
16-20 Edgeworth David Avenue
Hornsby NSW 2077
A description of the nature of the consolidated entity’s operations and its principal activities are included in the directors’ report, which is not part of the financial report.
The financial report was authorised for issue, in accordance with a resolution of directors, on 27 February 2014. The directors have the power to amend and reissue the financial report.
Note 2. Significant accounting policies
These general purpose financial statements for the interim half-year reporting period ended 31 December 2013 have been prepared in accordance with Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’ and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 ‘Interim Financial Reporting’.
These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2013 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.
New, revised or amending Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (‘AASB’) that are mandatory for the current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
Any significant impact on the accounting policies of the consolidated entity from the adoption of these Accounting Standards and Interpretations are disclosed below. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the consolidated entity.
The following Accounting Standards are most relevant to the consolidated entity:
AASB 10 Consolidated Financial Statements
The consolidated entity has applied AASB 10 from 1 July 2013, which has a new definition of ‘control’. Control exists when the reporting entity is exposed, or has the rights, to variable returns (e.g. dividends, remuneration, returns that are not available to other interest holders including losses) from its involvement with another entity and has the ability to affect those returns through its ‘power’ over that other entity. A reporting entity has power when it has rights (e.g. voting rights, potential voting rights, rights to appoint key management, decision making rights, kick out rights) that give it the current ability to direct the activities that significantly affect the investee’s returns (e.g. operating policies, capital decisions, appointment of key management). The consolidated entity not only has to consider its holdings and rights but also the holdings and rights of other shareholders in order to determine whether it has the necessary power for consolidation purposes.
10
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
| |
| Note 2. Significant accounting policies (continued) | | |
AASB 11 Joint Arrangements
The consolidated entity has applied AASB 11 from 1 July 2013. The standard defines which entities qualify as joint arrangements and removes the option to account for joint ventures using proportional consolidation. Joint ventures, where the parties to the agreement have the rights to the net assets are accounted for using the equity method. Joint operations, where the parties to the agreements have the rights to the assets and obligations for the liabilities, will account for the assets, liabilities, revenues and expenses in accordance with the standards applicable to the particular asset, liability, revenue or expense
AASB 12 Disclosure of Interests in Other Entities
The consolidated entity has applied AASB 12 from 1 July 2013. The standard contains the entire disclosure requirement associated with interests in other entities: subsidiaries, joint arrangements (joint operations or joint ventures), associates and unconsolidated structured entities. It has significantly enhanced the disclosure requirements, when compared to the standards that have been replaced.
AASB 13 Fair Value Measurement and AASB 2011-8 Amendments to Australian Accounting Standards arising from AASB 13
The consolidated entity has applied AASB 13 and its consequential amendments from 1 July 2013. The standard does not prescribe when to use fair value. Instead it provides a single robust measurement framework, with clear measurement objectives, for measuring fair value using the ‘exit price’ and it provides guidance on measuring fair value when a market becomes less active. The ‘highest and best use’ approach would be used to measure assets whereas liabilities would be based on transfer value.
AASB 119 Employee Benefits (September 2011) and AASB 2011-10 Amendments to Australian Accounting Standards arising from AASB 119 (September 2011)
The consolidated entity has applied AASB 119 and its consequential amendments from 1 July 2013. The standard eliminates the corridor approach for the deferral of gains and losses; streamlines the presentation of changes in assets and liabilities arising from defined benefit plans, including requiring remeasurements to be presented in other comprehensive income; and enhances the disclosure requirements for defined benefit plans. The standard also changed the definition of short-term employee benefits, from ‘due to’ to ‘expected to’ be settled within 12 months. Annual leave that is not expected to be wholly settled within 12 months is now discounted allowing for expected salary levels in the future period when the leave is expected to be taken.
AASB 127 Separate Financial Statements (Revised), AASB 128 Investments in Associates and Joint Ventures (Reissued) and AASB 2011-7 Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standard
The consolidated entity has applied AASB 127, AASB 128 and AASB 2011-7 from 1 July 2013. AASB 127 and AASB 128 have been modified to remove specific guidance that is now contained in AASB 10, AASB 11 and AASB 12 and AASB 2011-7 makes numerous consequential changes to a range of Australian Accounting Standards and Interpretations. AASB 128 has also been amended to include the application of the equity method to investments in joint ventures.
AASB 2012-2 Amendments to Australian Accounting Standards - Disclosures - Offsetting Financial Assets and Financial Liabilities
The consolidated entity has applied AASB 1012-2 from 1 July 2013, which enhanced the disclosure requirements of AASB 7 ‘Financial Instruments: Disclosures’ (and consequential amendments to AASB 132 ‘Financial Instruments: Presentation’) to provide information about netting arrangements, including rights of set-off related to an entity’s financial instruments and the effects of such rights on its statement of financial position.
AASB 2012-5 Amendments to Australian Accounting Standards arising from Annual Improvements 2009-2011 Cycle
The consolidated entity has applied AASB 2012-5 from 1 July 2013. The amendments affect five Australian Accounting Standards as follows: Confirmation that repeat application of AASB 1 (IFRS 1) ‘First-time Adoption of Australian Accounting Standards’ is permitted; Clarification of borrowing cost exemption in AASB 1; Clarification of the comparative information requirements when an entity provides an optional third column or is required to present a third statement of financial position in accordance with AASB 101 ‘Presentation of Financial Statements’; Clarification that servicing of equipment is covered by AASB 116 ‘Property, Plant and Equipment’, if such equipment is used for more than one period; clarification that the tax effect of distributions to holders of equity instruments and equity transaction costs in AASB 132 ‘Financial Instruments: Presentation’ should be accounted for in accordance with AASB 112 ‘Income Taxes’; and clarification of the financial reporting requirements in AASB 134 Interim Financial Reporting’ and the disclosure requirements of segment assets and liabilities.
11
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
| |
| Note 2. Significant accounting policies (continued) | | |
AASB 2012-10 Amendments to Australian Accounting Standards - Transition Guidance and Other Amendments
The consolidated entity has applied AASB 2012-10 amendments from 1 July 2013, which amends AASB 10 and related standards for the transition guidance relevant to the initial application of those standards. The amendments clarify the circumstances in which adjustments to an entity’s previous accounting for its involvement with other entities are required and the timing of such adjustments.
Going concern
The consolidated entity incurred a loss after income tax of $3,069,898 (2012: $742,169) and had net cash outflows from operating activities of $2,100,814 (2012: $7,536,440) for the financial half-year ended 31 December 2013.
The financial statements have been prepared on a going concern basis, which contemplates continuity of normal activities and realisation of assets and settlement of liabilities in the normal course of business. As is often the case with development companies, the ability of the consolidated entity to continue its development activities as a going concern including paying its debts as and when due, is dependent upon it deriving sufficient cash from investors and revenues.
The consolidated entity has received an election from the Triaxial convertible note holders that they will extinguish their liability, which as at 31 December 2013 was $1,500,000 into into ordinary shares, rather than receiving cash settlement.
As at 31 December 2013 the consolidated entity had cash in hand and at bank of $6,057,745.
Going concern is dependent upon the ability of the consolidated entity to draw down the final tranche of funds from Hudson Bay, a convertible note holder, which amounts to $2,500,000 and Hudson Bay electing to convert the notes into ordinary shares of the company. This draw down combined with cash on hand and at bank will provide sufficient working capital to fund the operation of the consolidated entity for at least 12 months from the issuance of these financial statements.
The directors are of the opinion that Hudson Bay will agree to a final draw down and accordingly have prepared the financial statements on a going concern basis. Should the drawn down not materialise or cash expenditure is greater than budgeted, there is material uncertainty whether the consolidated entity will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in these financial statements.
Note 3. Operating segments
Identification of reportable operating segments
The consolidated entity’s operating segment is based on the internal reports that are reviewed and used by the Board of Directors (being the Chief Operating Decision Makers (‘CODM’)) in assessing performance and in determining the allocation of resources.
Following the discontinued operations of the Oncology Drug Program and Wound Healing sectors and the consumer business in the prior year, the consolidated entity now operates in the Drug development business. There are no operating segments for which discrete financial information exists.
The information reported to the CODM, on at least a monthly basis, is the consolidated results as shown in the statement of profit or loss and other comprehensive income and statement of financial position.
Note 4. Revenue
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 31/12/2012 | |
| | | $ | | | $ | |
| | |
Bank interest | | | 29,206 | | | | 32,101 | |
Royalties | | | - | | | | 577,900 | |
| | | | | | | | |
| | |
Revenue | | | 29,206 | | | | 610,001 | |
| | | | | | | | |
12
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
Note 5. Other income
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 31/12/2012 | |
| | | $ | | | $ | |
| | |
Net foreign exchange gain | | | 290,988 | | | | - | |
Gain on disposal of Glycotex | | | - | | | | 462,354 | |
Glycotex sale of asset - Glucan Technology | | | - | | | | 150,000 | |
Other income | | | - | | | | 5,441 | |
| | | | | | | | |
| | |
Other income | | | 290,988 | | | | 617,795 | |
| | | | | | | | |
Note 6. Expenses
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 31/12/2012 | |
| | | $ | | | $ | |
| | |
Profit/(loss) before income tax from continuing operations includes the following specific expenses: | | | | | | | | |
| | |
Depreciation | | | | | | | | |
Property, plant and equipment | | | 2,517 | | | | 492 | |
| | | | | | | | |
| | |
Amortisation | | | | | | | | |
Patents and intellectual property | | | 285,052 | | | | - | |
| | | | | | | | |
| | |
Total depreciation and amortisation | | | 287,569 | | | | 492 | |
| | | | | | | | |
| | |
Finance costs | | | | | | | | |
Imputed interest on convertible note | | | 139,089 | | | | - | |
Convertible loan fee | | | 399,307 | | | | - | |
| | | | | | | | |
| | |
Finance costs expensed | | | 538,396 | | | | - | |
| | | | | | | | |
Note 7. Current assets - cash and cash equivalents
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 30/06/2013 | |
| | | $ | | | $ | |
| | |
Cash at bank and on hand | | | 5,284,377 | | | | 673,288 | |
Short-term deposits | | | 773,368 | | | | 2,065,147 | |
| | | | | | | | |
| | |
| | | 6,057,745 | | | | 2,738,435 | |
| | | | | | | | |
Novogen Limited has entered into a Deed of Set-off where it has agreed to hold a deposited sum with the bank of at least $250,000 (30 June 2013: $250,000) at all times as security for the multi-option facility. This amount is included in the short-term deposits and is not immediately available for use by the consolidated entity.
13
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
Note 8. Current liabilities - borrowings
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 30/06/2013 | |
| | | $ | | | $ | |
| | |
Convertible notes payable | | | 3,565,829 | | | | 1,415,595 | |
| | | | | | | | |
Borrowings consist of the following convertible notes:
Convertible note 1 (Triaxial) carrying value of $1,500,000
The debt was repayable in December 2013, however the Triaxial note holders have elected to convert their debt into ordinary shares, rather than receiving cash settlement. The convertible note may be exercised at the holders discretion as follows:
| • | | On completion of Phase 1a clinical trials: $400,000 converted into 16,000,000 ordinary shares in the company |
| • | | On receipt of Investigational New Drug approval from the US Food and Drug Administration $500,000 converted into 20,000,000 ordinary shares in the company |
| • | | On completion of Phase II clinical trials: $600,000 converted into 24,000,000 ordinary shares in the company |
Convertible note 2 (Hudson Bay) carrying value of $2,065,829
The convertible note was issued to Hudson Bay in four tranches, as follows:
Tranche 1 face value of $1,100,000, issued 4 July 2013
Tranche 2 face value of $1,100,000, issued 21 October 2013
Tranche 3 face value of $2,200,000, issued 15 November 2013
Tranche 4 face value of $1,650,000, issued 24 December 2013
The notes were issued at a discount of 10% on face value and are repayable between 21 days and 24 months after the date of issue, provided that the amount converted in each trance is no less than $25,000 and no more than 50% of the face value of the most recently issued note. The convertible notes do not bear interest and are unsecured. The conversion price for the convertible securities is either 90% of the average of 3 daily volume-weighted average price (‘VWAP’) per share, during the 20 consecutive trading days immediately prior to the relevant conversion notice day, or a limited number at 130% of the average of the daily VWAP per share for the 20 consecutive trading days immediately prior to execution of the agreement.
Refer to note 9 for details of conversions.
The remaining unconverted notes are as follows:
Tranche 2 face value of $55,000
Tranche 3 face value of $850,000
Tranche 4 face value $1,650,000
Note 9. Equity - contributed equity
| | | | | | | | | | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 30/06/2013 | | | 31/12/2013 | | | 30/06/2013 | |
| | | Shares | | | Shares | | | $ | | | $ | |
| | | | |
Ordinary shares - fully paid | | | 161,498,858 | | | | 138,276,033 | | | | 141,478,844 | | | | 137,662,915 | |
| | | | | | | | | | | | | | | | |
14
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
| |
| Note 9. Equity - contributed equity (continued) | | |
Movements in ordinary share capital
| | | | | | | | | | | | | | |
| Details | | Date | | No of shares | | | Issue price | | | $ | |
| | | | |
Balance | | 1 July 2013 | | | 138,276,033 | | | | | | | | 137,662,915 | |
Share based payment expense | | 4 July 2013 | | | 822,369 | | | | $0.133 | | | | 124,918 | |
Part redemption of convertible note tranche 1 | | 26 July 2013 | | | 1,315,790 | | | | $0.133 | | | | 175,261 | |
Part redemption of convertible note tranche 1 | | 8 August 2013 | | | 1,013,514 | | | | $0.128 | | | | 129,525 | |
Part redemption of convertible note tranche 1 | | 14 August 2013 | | | 675,676 | | | | $0.128 | | | | 86,542 | |
Part redemption of convertible note tranche 1 | | 22 August 2013 | | | 405,406 | | | | $0.128 | | | | 52,080 | |
Part redemption of convertible note tranche 1 | | 27 August 2013 | | | 337,838 | | | | $0.129 | | | | 43,481 | |
Part redemption of convertible note tranche 1 | | 2 September 2013 | | | 337,838 | | | | $0.132 | | | | 44,691 | |
Part redemption of convertible note tranche 1 | | 5 September 2013 | | | 506,757 | | | | $0.132 | | | | 67,109 | |
Part redemption of convertible note tranche 1 | | 16 September 2013 | | | 517,242 | | | | $0.130 | | | | 67,375 | |
Part redemption of convertible note tranche 1 | | 8 October 3013 | | | 413,794 | | | | $0.143 | | | | 59,141 | |
Part redemption of convertible note tranche 2 | | 1 November 2013 | | | 337,838 | | | | $0.154 | | | | 52,188 | |
Part redemption of convertible note tranche 2 | | 5 November 2013 | | | 506,757 | | | | $0.182 | | | | 92,384 | |
Final redemption of convertible note tranche 1 | | 7 November 2013 | | | 1,891,892 | | | | $0.207 | | | | 391,482 | |
Part redemption of convertible note tranche 2 | | 7 November 2013 | | | 5,202,703 | | | | $0.186 | | | | 965,652 | |
Part redemption of convertible note tranche 2 | | 11 November 2013 | | | 974,026 | | | | $0.224 | | | | 218,345 | |
Part redemption of convertible note tranche 3 | | 20 November 2013 | | | 5,089,821 | | | | $0.158 | | | | 806,653 | |
Part redemption of convertible note tranche 3 | | 23 November 2013 | | | 2,873,564 | | | | $0.153 | | | | 439,102 | |
| | | | | | | | | | | | | | |
| | | | |
Balance | | 31 December 2013 | | | 161,498,858 | | | | | | | | 141,478,844 | |
| | | | | | | | | | | | | | |
Share buy-back
There is no current on-market share buy-back.
Note 10. Equity - reserves
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 30/06/2013 | |
| | | $ | | | $ | |
| | |
Available-for-sale reserve | | | 4,389 | | | | - | |
Foreign currency reserve | | | (7,929) | | | | - | |
Convertible note reserve | | | 216,101 | | | | 216,101 | |
| | | | | | | | |
| | |
| | | 212,561 | | | | 216,101 | |
| | | | | | | | |
Note 11. Equity - dividends
Dividends paid during the financial half-year were as follows:
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 31/12/2012 | |
| | | $ | | | $ | |
| | |
On 27 November 2012, a dividend was paid via an in-specie distribution of shares in MEI Pharma, Inc. representing 23.87 cents per ordinary share. | | | - | | | | 24,774,709 | |
| | | | | | | | |
There were no dividends paid, recommended or declared during the previous financial year.
15
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
Note 12. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity’s assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3: Unobservable inputs for the asset or liability
| | | | | | | | | | | | | | | | |
| | | Level 1 | | | Level 2 | | | Level 3 | | | Total | |
| Consolidated - 31/12/2013 | | $ | | | $ | | | $ | | | $ | |
| | | | |
Liabilities | | | | | | | | | | | | | | | | |
Derivative financial instruments on convertible note | | | - | | | | 259,303 | | | | - | | | | 259,303 | |
| | | | | | | | | | | | | | | | |
Total liabilities | | | - | | | | 259,303 | | | | - | | | | 259,303 | |
| | | | | | | | | | | | | | | | |
There were no transfers between levels during the financial half-year.
Note 13. Contingent liabilities
As a condition of establishing bank facilities Novogen Limited and its subsidiaries, Novogen Laboratories Pty Ltd and Novogen Research Pty Ltd have entered into a Guarantee and Indemnity with St George Bank in January 1997. The effect of the guarantee is to guarantee amounts owed to the bank by any of the above Novogen companies.
Although the consolidated entity assigned its liability for the property lease at 140 Wicks Road, North Ryde NSW 2113, in June 2012, it remains as the original lessee and should the assignee default on the lease, a potential liability may exist. Offsetting this contingent liability the consolidated entity holds a letter of personal guarantee from the director of the assignee company, which guarantees the obligations of the assignee company contained or implied in the original lease.
The consolidated entity is continuing to prosecute its Intellectual Property (‘IP’) rights and in June 2007 announced that the Vienna Commercial Court had upheld a provisional injunction against an Austrian company, APOtrend. The consolidated entity has provided a guarantee to the value of€250,000 ($325,299) with the court to confirm its commitment to the ongoing enforcement process. The receivable balance is currently classified as ‘deposits held’.
The consolidated entity has attempted to reach an amicable settlement with APOtrend, however, APOtrend has recently initiated court action, having applied for legal aid, to ensure that the case continues. The consolidated entity’s legal advisers have indicated a potential maximum exposure of€60,000 should the consolidated entity lose the case. The consolidated entity is of the opinion that it will be successful in defending the case and therefore no amount has been provided in these financial statements. Should the consolidated entity win it would appear unlikely APOtrend would have the ability to pay any settlement due to the level of unpaid court costs it has incurred.
Note 14. Events after the reporting period
No matter or circumstance has arisen since 31 December 2013 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future financial years.
16
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
Note 15. Earnings per share
| | | | | | | | |
| | | Consolidated | |
| | | 31/12/2013 | | | 31/12/2012 | |
| | | $ | | | $ | |
| | |
Earnings per share for profit/(loss) from continuing operations | | | | | | | | |
Profit/(loss) after income tax | | | (3,069,898) | | | | 18,528 | |
Non-controlling interest | | | 14,635 | | | | - | |
| | | | | | | | |
| | |
Profit/(loss) after income tax attributable to the owners of Novogen Limited | | | (3,055,263) | | | | 18,528 | |
| | | | | | | | |
| | |
| | | Number | | | Number | |
| | |
Weighted average number of ordinary shares used in calculating basic earnings per share | | | 144,949,785 | | | | 105,814,372 | |
| | | | | | | | |
| | |
Weighted average number of ordinary shares used in calculating diluted earnings per share | | | 144,949,785 | | | | 105,814,372 | |
| | | | | | | | |
| | |
| | | Cents | | | Cents | |
| | |
Basic earnings per share | | | (2.108) | | | | 0.018 | |
Diluted earnings per share | | | (2.108) | | | | 0.018 | |
| |
| | | Consolidated | |
| | | 31/12/2013 | | | 31/12/2012 | |
| | | $ | | | $ | |
| | |
Earnings per share for profit from discontinued operations | | | | | | | | |
Profit after income tax | | | - | | | | 723,641 | |
Non-controlling interest | | | - | | | | (246,292) | |
| | | | | | | | |
| | |
Profit after income tax attributable to the owners of Novogen Limited | | | - | | | | 477,349 | |
| | | | | | | | |
| | |
| | | Number | | | Number | |
| | |
Weighted average number of ordinary shares used in calculating basic earnings per share | | | 144,949,785 | | | | 102,435,227 | |
| | | | | | | | |
| | |
Weighted average number of ordinary shares used in calculating diluted earnings per share | | | 144,949,785 | | | | 102,435,227 | |
| | | | | | | | |
| | |
| | | Cents | | | Cents | |
| | |
Basic earnings per share | | | - | | | | 0.466 | |
Diluted earnings per share | | | - | | | | 0.466 | |
| |
| | | Consolidated | |
| | | 31/12/2013 | | | 31/12/2012 | |
| | | $ | | | $ | |
| | |
Earnings per share for profit/(loss) | | | | | | | | |
Profit/(loss) after income tax | | | (3,069,898) | | | | 742,169 | |
Non-controlling interest | | | 14,635 | | | | (246,292) | |
| | | | | | | | |
| | |
Profit/(loss) after income tax attributable to the owners of Novogen Limited | | | (3,055,263) | | | | 495,877 | |
| | | | | | | | |
17
| | |
Novogen Limited Notes to the financial statements 31 December 2013 | | |
| |
| Note 15. Earnings per share (continued) | | |
| | | | | | | | |
| | | Number | | | Number | |
| | |
Weighted average number of ordinary shares used in calculating basic earnings per share | | | 144,949,785 | | | | 102,435,227 | |
| | | | | | | | |
| | |
Weighted average number of ordinary shares used in calculating diluted earnings per share | | | 144,949,785 | | | | 102,435,227 | |
| | | | | | | | |
| | |
| | | Cents | | | Cents | |
| | |
Basic earnings per share | | | (2.108) | | | | 0.484 | |
Diluted earnings per share | | | (2.108) | | | | 0.484 | |
6,007,216 (2012: 2,007,216) options have not been included in the determination of earnings per share as they would be anti-dilutive.
18
| | |
Novogen Limited Directors’ declaration 31 December 2013 | | |
In the directors’ opinion:
| — | | the attached financial statements and notes thereto comply with the Corporations Act 2001, Australian Accounting Standard AASB 134 ‘Interim Financial Reporting’, the Corporations Regulations 2001 and other mandatory professional reporting requirements; |
| — | | the attached financial statements and notes thereto give a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and of its performance for the financial half-year ended on that date; and |
| — | | there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable. |
Signed in accordance with a resolution of directors made pursuant to section 303(5)(a) of the Corporations Act 2001.
On behalf of the directors
Graham Kelly
Chairman
27 February 2014
Sydney
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| | | | Grant Thornton Audit Pty Ltd |
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| | | | Sydney NSW 2000 |
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Independent Auditor’s Review Report
To the Members of Novogen Limited
We have reviewed the accompanying half-year financial report of Novogen Limited (“Company”), which comprises the consolidated financial statements being the statement of financial position as at 31 December 2013, and the statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a statement or description of accounting policies, other explanatory information and the directors’ declaration of the consolidated entity, comprising both the Company and the entities it controlled at the half-year’s end or from time to time during the half-year.
Directors’ responsibility for the half-year financial report
The directors of Novogen Limited are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such controls as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express a conclusion on the consolidated half-year financial report based on our review. We conducted our review in accordance with the Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Novogen Limited consolidated entity’s financial position as at 31 December 2013 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Novogen Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
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A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we complied with the independence requirements of the Corporations Act 2001.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Novogen Limited is not in accordance with the Corporations Act 2001, including:
| | a | giving a true and fair view of the consolidated entity’s financial position as at 31 December 2013 and of its performance for the half-year ended on that date; and |
| | b | complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001. |
Material Uncertainty Regarding Going Concern
Without qualifying our opinion, we draw attention to the net loss for the period of $3,069,898, net operating cash outflows of $2,100,814 and Note 2 to the financial report which indicates a number of uncertainties regarding the going concern assumption. The matters outlined in Note 2 indicate the existence of a material uncertainty which may cast significant doubt about the consolidated entity’s ability to continue as a going concern and therefore, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business, and at the amounts stated in the financial report.
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| | GRANT THORNTON AUDIT PTY LTD | | |
| | Chartered Accountants | | |
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| | L M Worsley | | |
| | Partner - Audit & Assurance | | |
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| | Sydney, 27 February 2014 | | |
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