Prospectus. Antisense Therapeutics Limited ACN ASX: ANP. This document is important and should be read in its entirety

Transcription

1 Prospectus Antisense Therapeutics Limited ACN ASX: ANP A pro-rata non-renounceable offer of one Bonus Option to Eligible Shareholders for every five fully paid ordinary shares held on the Bonus Option Record Date, for no consideration, exercisable at $0.08 per option An offer of New Options at an issue price of $0.002, to Eligible Optionholders, exercisable at $0.08 per option This document is important and should be read in its entirety If you do not understand its contents, you should consult your stockbroker, accountant or other professional adviser without delay

2 Key dates Description Lodgement of Prospectus with ASIC and ASX BONUS OPTIONS Date Tuesday, 29 November 2016 Application for quotation of Bonus Options on ASX Note: Securities quoted on a "cum" basis Bonus Option Record Date Monday, 5 December 2016 Issue date 19 December 2016 Expected Official Quotation of Bonus Options on ASX Expected trading of New Options on ASX Tuesday, 20 December 2016 NEW OPTIONS Description Lodgement of Prospectus with ASIC and ASX Date Tuesday, 29 November 2016 Application for quotation of New Options on ASX "Ex" date Friday, 2 December 2016 New Option Record Date Monday, 5 December 2016 Offer Open Date Tuesday, 6 December 2016 Closing Date of Offer 5:00pm on Thursday, 15 December Issue date Monday, 19 December 2016 Expected Official Quotation of New Options on ASX Expected trading of New Options on ASX Tuesday, 20 December 2016 The above dates should be regarded as indicative only. Subject to the Corporations Act, the Listing Rules and other applicable laws, the Company reserves the right to change the above dates or not to proceed with the Offer described in this Prospectus. Prospectus page 2

3 This Prospectus is dated 29 November The Company has applied for the Options offered by this Prospectus to be listed for quotation on the ASX. No securities will be issued or sold on the basis of this Prospectus later than 13 months after the date of this Prospectus, being 29 December Prospectus page 3

4 Contents Key dates 2 Important notice 5 1. Offer 5 2. Electronic Prospectus 5 3. How to accept offer of Options 6 4. No financial advice 7 5. Forward-looking statements and risks 7 6. Disclaimers 7 7. Company's website 7 8. Privacy 7 9. Defined terms and abbreviations 7 Chairman's letter 8 1. Defined terms & interpretation 9 2. Investment overview and details of the offer Key risks Purpose and effect of the offer Details of the Offer Directors and Key Management Personnel Additional information 36 Corporate directory 42 Prospectus page 4

5 Important notice 1. Offer This Prospectus is dated 29 November 2016 and a copy of this Prospectus was lodged with ASIC on the same date. Neither ASIC nor ASX nor their respective officers take any responsibility as to the contents of this Prospectus. This Prospectus contains an offer to Eligible Shareholders and Eligible Optionholders of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. The Offer is made only to those Eligible Shareholders and Eligible Optionholders with registered addresses in Australia and New Zealand and only those Eligible Shareholders and Eligible Optionholders will be offered Options. The Offer of the Options to New Zealand resident security holders, and any subsequent allotment of Shares upon exercise of those Options, will be made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2013 (NZ). Therefore, the Company is not required to register a New Zealand prospectus or prepare and distribute a New Zealand investment statement to New Zealand resident security holders in respect of the Offer. The Company has not investigated the regulatory requirements that may prevail in any country in which the Company's Shareholders may reside outside of Australia and New Zealand. The distribution of this Prospectus in jurisdictions outside Australia and New Zealand may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe those restrictions. Any failure to comply with restrictions might constitute a violation of applicable securities laws. This Prospectus is issued by the Company. No person is authorised to give any information or to make any representation in connection with the Offer in this Prospectus that is not contained in this Prospectus. Any information or representation not contained in this Prospectus may not be relied on as having been authorised by the Company in connection with the Offer. Before deciding to invest in the Company, potential investors should read the entire Prospectus. The information contained in individual sections is not intended to and does not provide a comprehensive review of the business and the financial affairs of the Company or the Options offered under this Prospectus. The Offer does not take into account the investment objectives, financial situation and particular needs of the investor. You should carefully consider the risks that impact on the Company in the context of your personal requirements (including your financial and taxation position) and seek professional guidance from your stockbroker, solicitor, accountant or other professional adviser prior to deciding whether to invest in the Company. Some of the risks that you should consider are set out in section 3 of this Prospectus. 2. Electronic Prospectus This Prospectus is available in a paper version and in electronic form. The electronic version will be available on the Company's website, from the date of this Prospectus until the later to occur of the Bonus Option Expiry Date and New Option Expiry Date. The Offer constituted by this Prospectus in electronic form is available only to Eligible Shareholders and Eligible Optionholders receiving this Prospectus in electronic form in Australia. Persons who access the electronic form of this Prospectus must ensure that they download and read the entire Prospectus. Prospectus page 5

6 Any person may obtain a hard copy of this Prospectus free of charge by contacting the Share Registry, Boardroom Pty Ltd on (within Australia) or (outside Australia). The Company will not be accepting electronic Applications. 3. How to accept an offer of Options 3.1 Bonus Options Eligible Shareholders do not need to do anything to apply for or accept Bonus Options. Bonus Options will be issued to them on the Bonus Option Issue Date in accordance with the procedure set out in section New Options (a) Eligible Optionholders Eligible Optionholders may subscribe up to an equal number of New Options as their holding of ANPO options as of the New Option Record Date and must complete the Eligible Option Holder Application Form accompanying this Prospectus, and forward it to: BoardRoom Pty Ltd GPO Box 3993 SYDNEY NSW 2001 ANP must receive your Eligible Option Holder Application Form by 5:00pm on the New Option Closing Date. (b) Form of payment Payments of Application Monies will only be accepted in Australian currency by BPAY. If you are unable to make payment by BPAY, please contact Boardroom Pty Limited for instructions on paying by direct credit. You may either contact Boardroom Pty Limited on (or from outside Australia) or by to corporateactions@boardroomlimited.com.au Cash payments will not be accepted. Receipts for payment will not be provided. (c) Other information By submitting a Eligible Option Holder Application Form, an Eligible Optionholder offers to subscribe for New Options on the terms and conditions of this Offer. Once an application has been made it cannot be revoked. No notice of acceptance of the Eligible Option Holder Application Form will be provided. Applications for the offer under the New Option issue must be received by 5:00pm on the New Option Closing Date. Subject to the Corporations Act, Listing Rules and any requirements of the ASX, the Company reserves the right to accept late applications or to extend the New Option Closing Date without prior notice. Unless the Company decides to accept late applications or extend the New Option Closing Date, applications received after 5:00pm on the New Option Closing Date may be rejected. The Company will enter details of the holdings of Options of each Eligible Optionholder to whom Options are issued in a register of Options to be maintained by the Company in accordance with section 170 of the Corporations Act. Prospectus page 6

7 4. No financial advice The information given in this Prospectus does not constitute financial product advice. This prospectus is of a general nature and has been prepared without taking into account your individual investment objectives, financial situation, tax position or particular investment needs. Before making an investment decision on the basis of this Prospectus, you should consider the appropriateness of the information having regard to your investment objectives, financial needs and investment needs. If you have any questions about any of the matters contained in this Prospectus, you should contact your legal adviser, stockbroker, accountant or other relevant adviser. 5. Forward-looking statements and risks This Prospectus contains a number of forward-looking statements. Forward-looking statements provided in this Prospectus are based on assumptions and contingencies which are subject to change without notice and involve known and unknown risks and uncertainties and other factors which are beyond the control of the Company. They are provided as a general guide only and should not be relied on as an indication or a guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which those statements are based because events and actual circumstances frequently do not occur as forecast and these differences may be material. 6. Disclaimers In making representations in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Except as required by law, neither the Company nor any other person warrants the future performance of the Company nor any return on any investment made under this Prospectus. Any investment in the securities offered by this Prospectus should be considered speculative. 7. Company's website Any references to documents included on the Company's website are provided for convenience only and none of the documents or other information on the website is incorporated by reference as content of this Prospectus. 8. Privacy The privacy obligations and policy relating to this Prospectus are contained in the privacy disclosure statement in section 7.8 of this Prospectus. 9. Defined terms and abbreviations Defined terms and abbreviations used in this Prospectus are explained in defined terms in section 1 of this Prospectus. Prospectus page 7

8 Chairman's letter 29 November 2016 Dear Shareholder, This Prospectus explains the purpose and effect on Antisense Therapeutics (ANP) of the nonrenounceable offer of Bonus Options to all Eligible Shareholders for no consideration, and the offer of New Options to Eligible Optionholders for an issue price of $ The Board recommends that you read this Prospectus in its entirety and consider the following information. How will the additional capital be used? No monies will be raised from the issue of Bonus Options as they are offered for no consideration. It is intended that any funds raised from the issue of New Options will be applied towards meeting the expenses of the Offer, and after that to increase working capital. What are the advantages of the Offer for Eligible Shareholders? The offer of Bonus Options allows Eligible Shareholders to acquire an Option for no consideration. The offer of New Options allows Eligible Optionholders to acquire an Option for a low issue price (relative to the recent trading price of Shares). Holders of both Bonus Options and New Options have up to 3 years in which to exercise the Options. The Company has applied to list the Options on the ASX, which will allow holders to potentially trade their Options ahead of their expiry. This Prospectus provides details of the Offer and an overview of the business and activities of the Company. On behalf of the Board of Directors, I would like to thank all Eligible Shareholders and Eligible Optionholders for their ongoing support. Yours sincerely Robert Moses Chairman Prospectus page 8

9 1. Defined terms & interpretation In this Prospectus: 'ANP' means Antisense Therapeutics Limited ACN ; 'ANPO Option' means an option to acquire a Share in ANP exercisable no later than 5:00pm on 31 January 2017, with ASX code ANPO. 'Application Form' means the application form accompanying this Prospectus 'Application Monies' means monies payable by Eligible Optionholders in respect of applications for New Options; 'ASIC' means the Australian Securities and Investments Commission; 'ASTC' means the ASX Settlement and Transfer Corporation Pty Ltd; 'ASTC Settlement Rules' means the settlement rules of the ASTC; 'ASX' means ASX Limited; 'Bonus Option' means an option granted for no consideration pursuant to this Prospectus to acquire one (1) fully paid Share, exercisable no later than 5:00pm on the Bonus Option Expiry Date. 'Bonus Option Entitlement' means the entitlement to receive one (1) Bonus Option for every five (5) Shares held by an Eligible Shareholder as at the Bonus Option Record Date. 'Bonus Option Expiry Date' means 19 December 'Bonus Option Issue Date' means 19 December 'Bonus Option Record Date' means 5.00pm on Monday, 5 December 'Business Day' means a day on which the ASX is open for the transaction of business; 'Company Secretary' means the company secretary at the date of this Prospectus. 'Constitution' means the constitution of the Company. 'Corporations Act' means Corporations Act 2001 (Cth). 'Directors' means the directors of ANP at the date of this Prospectus. 'Eligible Optionholders' means those persons who have a registered address in Australia or New Zealand and who are registered as holders of Options as at the New Option Record Date. 'Eligible Shareholders' means those persons who have a registered address in Australia or New Zealand and who are registered as holders of Shares as at 5:00pm on the Bonus Option Record Date (for eligibility to Bonus Options). Prospectus page 9

10 'Eligible Option Holder Application Form' means the application form accompanying this Prospectus. 'Entitlement Statement' means the statement provided to each Eligible Shareholder and Eligible Optionholder setting out the number of Bonus Options and/or New Options to which that person is entitled under the Offer. 'Exercise Notice' means a notice given to the Company by a Recipient requiring the Company to issue Shares on exercise of the Option. 'Exercise Price' means (a) in relation to Bonus Options: $0.08; and (b) in relation to New Options: $0.08. 'Issue Limit' means 46,950,984 New Options. 'Listing Rules' means the official listing rules of ASX. 'New Option' means an option granted at an issue price of $0.002 pursuant to this Prospectus to acquire one (1) fully paid Share, exercisable no later than 5:00pm on the New Option Expiry Date. 'New Option Allocation' means the one (1) New Option for every one (1) ANPO Option held by an Eligible Optionholder as at the New Option Record Date. 'New Option Closing Date' means 15 December 'New Option Expiry Date' means 19 December 'New Option Issue Date' means 19 December 'New Option Record Date' means 5.00pm on Monday, 5 December 'Offer' means the offer of Bonus Options to Eligible Shareholders and of New Options to Eligible Optionholders, pursuant to this Prospectus. 'Official Quotation' means official quotation of the New Options and Bonus Options by ASX in accordance with the ASX Listing Rules. 'Other Investor' means a person, including any Director and employees of ANP, who is not an Optionholder or Shareholder. 'Options' means Bonus Options and New Options. 'Optionholder' means a person who holds ANPO Options. 'Proper ASTC Transfer' has the same meaning as in the Corporations Regulations 2001 (Cth); 'Prospectus' means this transaction specific prospectus dated 29 November 'Recipient' means a person who holds Options issued pursuant to this Prospectus. Prospectus page 10

11 'SCH Business Rules' means the operating rules of ASX Settlement and Transfer Corporation Pty Limited. 'Share' means an ordinary share in the capital of ANP and 'Shares' has a corresponding meaning. 'Shareholders' means a person who holds Shares. 'Share Registry' means Boardroom Pty Limited, the share registry of the Company. 2. Investment overview and details of the Offer What are the Company's current activities? The information provided in this section is an introduction and overview of the Offer and the Company only. It is not intended to replace the Prospectus. Investors should read this investment overview in conjunction with the information contained in the remainder of this Prospectus before any decision is made to invest in the Company. Overview and description of the Offer The Company's mission is to create, develop and commercialise novel antisense therapeutics for commercially important human conditions. A summary of and the current status of these projects is provided below: The Company has two compounds, ATL1103 for acromegaly and ATL1102 for MS, that have both successfully completed a Phase II clinical trial. The Company is progressing the development of these compounds. The Company plans to submit an Investigative New Drug application (IND) to the US Food and Drug Administration (FDA) for approval to conduct a Phase IIb clinical trial in MS patients. The Company is looking to make an application for an award grant to potentially fund the Phase IIb clinical trial. The Company is also planning a smaller clinical study in MS patients to be undertaken in Germany and has submitted an application for a potential grant to fund this trial. ATL1103 has recently received Orphan Drug Designation in both the US and Europe. The Company is in discussions with potential pharmaceutical partners regarding on the ongoing clinical development of ATL1103 in acromegaly. The Company is also looking to access value adding new development pipeline opportunities to expand and leverage the current business. Bonus Options The Company offers its Eligible Shareholders, as recorded with the Share Registry on the Bonus Option Record Date, a pro-rata offer of one (1) Bonus Option for every five (5) Shares held at the Bonus Option Record Date, for no consideration. No monies will be raised from the issue of Bonus Options. A Bonus Option entitles the holder to exercise the Bonus Option for a Share for a price of $0.08. The holder may exercise the Bonus Option at any time prior to 5:00pm on the Bonus Option Expiry Date. If the Bonus Options are exercised in full, the Company will raise approximately $2,583,799. New Options The Company offers its Eligible Optionholders (as recorded with the Share Registry on the New Option Record Date) the opportunity to subscribe for New Options at an issue price of $ Prospectus page 11

12 Eligible Optionholders may apply for one (1) New Option for every one (1) ANPO Option held on the New Option Record Date. Eligible Shareholders who are not Eligible Optionholders do not have an entitlement to New Options. Those of the Directors and Company Secretary who are Eligible Optionholders have agreed to subscribe for their full New Option Allocation under the Offer. The issue price for New Options is $ If the issue of the New Options is fully subscribed, the Company will raise approximately $93, (before costs and expenses). A New Option entitles the holder to exercise the New Option for a Share for a price of $0.08. The holder may exercise the New Option at any time prior to 5:00pm on the New Option Expiry Date. If the New Options are exercised in full, the Company will raise approximately $3,756,079. For further details of the Offer please see section 5.1 of this Prospectus. What is the purpose of the Offer? What makes the Offer an attractive investment? This Prospectus is being issued in order to comply with provisions of the Corporations Act which require that an offer of securities be made pursuant to a disclosure document, such as a prospectus. The Company is conducting this Offer with the objective of providing long-term supportive shareholders and optionholders a potential benefit of greater exposure in ANP to the potential future successof ANP. Each Eligible Shareholder has the potential to benefit from the Offer by receiving one Bonus Option for every five Shares held at the Bonus Option Record Date that they can choose to exercise, at their discretion. Each Eligible Optionholder has the potential to benefit from the Offer by receiving an offer to apply for one New Option for every ANPO Option held at the New Option Record Date that they can choose to apply for and exercise, at their discretion. The Directors believe the reasons the Offer is an attractive investment are: The offer of Bonus Options allows Eligible Shareholders to acquire an Option for no consideration. The offer of New Options allows Eligible Optionholders to acquire an Option for a low issue price (relative to the recent trading price of Shares). Holders of both Bonus Options and New Options will have up to 3 years in which to exercise the Options, in which time the Company s Share price may potentially rise above the Exercise Price; The Company has applied to list the Options on the ASX, which will allow holders to potentially trade their Options ahead of their expiry (although listing of the Options cannot be guaranteed). What are the key risks involved with an investment in the Company? Eligible Shareholders and Eligible Optionholders who choose to subscribe for and/or exercise Options may be exposed to risks, including those set out below. Persons who choose to exercise their Options before the Expiry Date will, on subscribing for Shares, be issued additional Shares. If an Option is not exercised prior to the relevant expiry date, it will lapse and the holder of that Option will have no recourse to recover their original investment of the issue price (in the case of holders of New Options). Prospectus page 12

13 There are general risks associated with owning securities in publicly listed companies. The price of securities can go down as well as up due to many factors, some of which are outside the control of the Company. Such risk factors include Australian and worldwide economic and political stability, natural disasters, performance of the Australian stock market as a whole, the Australian interest rate, foreign exchange, taxation and labour relations environments. Specific risks associated with an investment in the Company are set out in section 3 of this Prospectus. What is the key financial information relating to the Company? The Company's financial reports for the financial year ended 30 June 2016 are available from the Company's website ( or the ASX website ( ). The Company's annual financial report was lodged with ASX on 25 August To illustrate the effect of the Offer on the Company, the Company s pro forma statement of financial position as at 30 June 2016 is set out at section 4.3 of this Prospectus. Who are the Directors and the Company Secretary of the Company? Board member Position Date of appointment Mr Robert Moses Chairman and Director 23/10/2001 Mr Mark Diamond Managing Director and Chief Executive Officer (CEO) 30/10/2001 Dr Graham Mitchell Non-executive Director 23/10/2001 Dr Gary Pace Non-executive Director 9/11/2015 Mr William Goolsbee Non-executive Director 15/10/2015 Mr Phillip Hains Company Secretary, Chief Financial Officer 9/11/2006 For additional information, including biographies of each Director, please refer to section 6 of this Prospectus. Who are the Key Management Personnel? Name Mr Mark Diamond Mr Phillip Hains Dr George Tachas Position Managing Director and CEO Company Secretary, Chief Financial Officer Director of Drug Discovery and Patents For additional information, including biographies of each Key Management Personnel, please refer to section 6 of this Prospectus. Prospectus page 13

14 Are there any relevant interests, benefits and related party transactions? As at the date of this Prospectus all directors have either a direct or indirect interest in Shares. Set out below is a table summarising the Bonus Option Entitlement and New Option Allocation of each Director (based on their current holding) and how they intend to treat their entitlements: Director Shares ANPO Options Mr Mark Diamond Bonus Option Entitlement 1,457, , ,583 Bonus Options New Option Allocation 351,189 New Options New Option offer intention Participate fully Mr Robert Moses 3,354, , ,887 Bonus Options 708,001 New Options Participate fully Dr Graham Mitchell 240,180 60,582 48,036 Bonus Options 60,582 New Options Participate fully Dr Gary Pace Mr William Goolsbee 618,069 Nil 123,614 Bonus Options 422,000 Nil 84,400 Bonus Options Set out in sections is a summary of the interests and benefits payable to the Directors and other persons connected with the Company or the Offer, and any significant related party transactions. What is the effect of the Offer on the Company? The effect of the Offer on the Company will be as below: (a) (b) if New Options are applied for and exercised, to provide the Company with funds to be utilised as set out in section 4.4 of this Prospectus; and to alter the capital structure of the Company as described below. The table below sets out the existing capital structure of the Company, and the effect on the Company's capital structure of issuing the securities offered under this Prospectus. The information set out below assumes that all Options offered under this Prospectus are allotted. Prospectus page 14

15 Description Number Existing Shares on issue 161,487,408# ANPO Options on issue 46,950,984 Bonus Options to be issued under this Prospectus* 32,297,482 New Options to be issued under this Prospectus* 46,950,984 TOTAL Shares on issue (if all ANPO Options 208,438,392 exercised) TOTAL Shares on issue (if all ANPO Options, Bonus Options and New Options exercised) Shares to be issued if all Options issued under this Prospectus are exercised* 287,686,858 79,248,466 # Existing Shares on issue after the cancellation of 15,025,075 shares as approved by the Company at its Annual General Meeting on 10 November * Shareholders with an address outside Australia or New Zealand will not be eligible to participate in the Offer and will not be issued Options. As at the close of business on 28 November 2016, the Business Day immediately before lodgement of this Prospectus with ASIC, such ineligible Shareholders hold 842,759 Shares and ineligible Optionholders hold no Options. If any of those Shareholders or Optionholders dispose of their Shares or ANPO Options before the Bonus Option Record Date or New Option Record Date (as applicable) and Eligible Shareholders or Eligible Optionholders acquire those Shares or ANPO Options in time to be registered as the holder of those Shares or ANPO Options on the Bonus Option Record Date or New Option Record Date (as applicable), the number of Options issued may increase. The maximum number of Bonus Options that would be issued if all Shareholders were Eligible Shareholders is 32,297,482 and the maximum number of New Options that would be issued if all Optionholders were Eligible Optionholders is 46,950,984. The Company currently has 72,000 unlisted options, as detailed below: Number Exercise Price Expiry Date 72,000 Nil 30 July 2018 Further information on the effect of the Offer on the Company is set out in section 4. What will the proceeds be used for? Is the Offer underwritten? What are the costs The proceeds of the Offer will be applied as follows: (a) (b) meeting expenses associated with the Offer; and working capital. For additional information please refer to section 4.4 of this Prospectus. No. The total estimated expenses of the Offer payable by the Company, including legal fees, lodgement fees, listing fees, Share Registry expenses and administrative and Prospectus page 15

16 associated with the Company making the Offer? miscellaneous expenses, will be approximately $65,000 (excluding GST). The following table shows a breakdown of the estimated costs of the Offer (excluding GST): Amount Particulars AUD Legal $25,000 Administrative, Share Registry and miscellaneous costs $40,000 Total $65,000 What is the Company's capital management policy / dividend policy? What are the tax implications? Issue, Allocation and Withdrawal of Options Dividend policy will be considered by the Board from time to time, taking into account the best interests of the Shareholders and the working capital requirements of the Company. No dividends have ever been declared by the Company. The taxation consequences of any investment in Options or Shares (following exercise of Options) will depend on the particular circumstances of the Eligible Optionholder or Eligible Shareholder. It is the obligation of potential investors to make their own enquiries concerning the taxation consequences of an investment in the Company. If you have any questions about the taxation consequences of an investment in the Company, please contact your stockbroker, accountant, independent financial advisor or other independent advisor. Issue The number of Bonus Options which an Eligible Shareholder is entitled to be issued is shown on the Entitlement Statement. The number of New Options which an Eligible Optionholder is entitled to apply for is shown on the Entitlement Statement. Allocation The Company has applied to ASX for quotation of Bonus Options and New Options. Withdrawal The Company may, subject to any legal requirements, at any time decide to withdraw this Prospectus and the Offer in which case no Options will be issued. Who should I contact if I have further enquiries? If you have any questions on how to exercise Options, please contact the Company's Share Registry on (within Australia) or (outside Australia). Alternatively, you should contact your stockbroker, accountant or independent professional financial adviser prior to accepting the Offer. Prospectus page 16

17 3. Key risks The Options offered under this Prospectus are considered speculative because of the inherent risks associated with a drug discovery/r&d company like ANP. In addition, there are risks inherent in investing in the share market in general. The Directors have considered and identified in this section of the Prospectus the critical areas of risk associated with investing in the Options. The risks identified by the Directors are not exhaustive. Accordingly, potential investors should read this Prospectus in full and seek professional advice if they require further information on material risks in deciding whether to subscribe for New Options (as previously noted, Eligible Shareholders do not need to subscribe for Bonus Options to subscribe. This investment is regarded as highly speculative. Neither the Company nor any of its Directors or any other party associated with the preparation of this Prospectus guarantees that any specific objectives of the Company will be achieved or that any particular performance of the Company or of its Shares or Options, including those offered by this Prospectus, will be achieved. There are risks associated with an investment in options such as New Options and Bonus Options. If the holder exercises a New Option or a Bonus Option, the holder will be issued with a Share. There are risks associated with an investment in Shares. The risks associated with an investment in Shares include the risks associated with an investment in ANP. 3.1 Risks associated with Bonus Options Bonus Options entitle the holder to subscribe for a Share at a price of $0.08. Because Shares are readily available on the market, a Bonus Option is only valuable if it allows its holder to acquire a Share for a price less than the holder can acquire the Share on-market. Shares are currently trading at a price of approximately $ Accordingly, except for the fact that a Bonus Option can be exercised at any time up to the Expiry Date, a Bonus Option will have no value other than any market price on the ASX (if any). Eligible Shareholders should have regard to the fact that Bonus Options will only have value if and to the extent that at a particular time, the Bonus Option allows the holder to acquire a Share at less than the market price, or if, and to the extent at the time there is, a prospect that the Bonus Option will in the future, but prior to the Bonus Option Expiry Date, allow the holder to acquire a Share at less than the prevailing market price. Because Bonus Options will be listed for quotation on ASX, many of the risk factors applicable to Shares also apply to Bonus Options. Fluctuations in the market price of the Bonus Options are a key risk for recipients of the Bonus Options. 3.2 Risks associated with New Options New Options entitle the holder to subscribe for a Share at a price of $0.08. Because Shares are readily available on the market, a New Option is only valuable if it allows its holder to acquire a Share for a price less than the holder can acquire the Share on-market. Shares are currently trading at a price of approximately $ Accordingly, except for the fact that a New Option can be exercised at any time up to the Expiry Date, a New Option will have no value other than any market price on the ASX (if any). Prospectus page 17

18 Eligible Shareholders should have regard to the fact that New Options will only have value if and to the extent that at a particular time, the New Option allows the holder to acquire a Share at less than the market price, or if, and to the extent at the time there is, a prospect that the New Option will in the future, but prior to the New Option Expiry Date, allow the holder to acquire a Share at less than the prevailing market price. Because New Options will be listed for quotation on ASX, many of the risk factors applicable to Shares also apply to New Options. Fluctuations in the market price of the New Options are a key risk for investors in the New Options. 3.3 Risks Associated with Shares The New Options and Bonus Options following issue may be exercised and entitle the holder to participate in an increased in the value of ANP, by way of dividends that may be declared by ANP in the future (refer to sections 3.5(j) and the dividend information in section 2 for information on the Company's dividend policy) and in the assets of ANP if it is wound up. ANP, being a company listed on ASX, is subject to the market forces that influence the broad share market trends and the price of securities of individual companies. Recent global political and economic events, including the continuing threat of terrorism and the global financial climate, may cause share price fluctuations in the Australian share market and globally. Fluctuations in the price of the Shares are therefore a key risk for investors in New Options and recipients of the Bonus Options. 3.4 Specific development risks ATL1103 for acromegaly The Company is looking for a pharmaceutical company to partner the ongoing development of ATL1103. The Company may not be successful in this endeavour nor may it be able to access sufficient capital to progress the development of ATL1103 alone. Data generated from ATL1103 pre-clinical or clinical studies or data supporting the manufacture of drug supplies of ATL1103 for future clinical trials may be insufficient for receiving the requisite approval from regulatory authorities to progress into future studies as proposed by the Company. ATL1102 for MS The Company is looking to file an IND to the US FDA for approval to conduct a Phase IIb clinical trial in MS patients. The Company may not be successful in achieving this objective. The Company is also looking for ways to fund and progress the development of ATL1102 in MS which include potential partnering of the drug and/or applying for award grants. The Company may also not be successful in achieving this objective. 3.5 Company specific risks (a) Additional Capital Requirements The Company will need to access additional capital for further development of its various development projects, and to continue to pay its debts as and when they fall due. The ability of the Company to successfully access additional capital, and the amount of additional funds required is dependent on the outcome of its product development programs and partnering activities. The Company is actively seeking to partner certain products in its pipeline which may provide additional capital in the form of license fees and funding for the continued development of its product pipeline, however the Company may be unsuccessful in its partnering efforts. Prospectus page 18

19 The Company is also continuing to access the available Australian Government R&D funding arrangements as well as pursuing other funding initiatives such as award grants, however these sources of funding may not available or sufficient to fund the ongoing development of its projects. (b) Competition The Company will always remain subject to the material risk arising from the intense competition that exists in the pharmaceutical industry, including that related to: developing new and improved products for existing and new markets; obtaining and sustaining proprietary rights to technology; and marketing, selling and distributing pharmaceutical and biotechnology products. A material risk therefore exists that one or more competitive products may be in human clinical development now or may enter into human clinical development in the future. Competitive products focusing on or directed at the same diseases or protein targets as those that the Company is working on may be developed by pharmaceutical companies or other antisense drug companies including Ionis or any of its other collaboration partners or licensees (in the latter case based on compounds other than those exclusively licensed to the Company). Such products could prove more efficacious, safer, more cost effective or more acceptable to patients than the Company product. It is possible that a competitor may be in that market place sooner than the Company and establish itself as the preferred product. Such competition and new technologies can have the effect of: rendering R&D obsolete; decreasing attractiveness to potential or existing licensing partners which could lead to termination of licensing agreements while the drugs are still in R&D; decreasing the financial value of products, intellectual property or research projects; and reducing pricing and profit margins. (c) Technology and Intellectual Property Rights Securing rights to technology and patents is an integral part of securing potential product value in the outcomes of pharmaceutical R&D. Competition in retaining and sustaining protection of technology and the complex nature of technologies can lead to patent disputes. The Company's success depends, in part, on its ability to obtain patents, maintain trade secret protection and operate without infringing the proprietary rights of third parties. Because the patent positions of biotechnology and pharmaceutical companies can be highly uncertain and frequently involve complex legal and factual questions, neither the breadth of claims allowed in biotechnology and pharmaceutical patents nor their enforceability can be predicted. There can be no assurance that any patents which the Company may own, access or control will afford the Company commercially significant protection of its technology or its products or have commercial application, or that access to these patents will mean that the Company will be free to commercialise its drug candidates. Prospectus page 19

20 The granting of a patent does not guarantee that the rights of others are not infringed or that competitors will not develop technology or products to avoid the Company's patented technology. Patenting strategies do not cover all countries which may lead to generic competition arising in those markets. (d) Dependence on key personnel The Company is dependent on the principal members of its scientific and management team and expert contractors, the loss of whose services could materially and adversely affect the Company and might impede the achievements of its R&D objectives. Because of the specialised nature of the Company's business, the Company's ability to effectively maintain its program will depend in part upon its ability to attract and retain qualified research people either within the Company or via its contracted activities. There can be no assurance that the Company will be able to retain sufficient qualified personnel on a timely basis, retain its key scientific and management personnel or maintain its relationships with its collaborators. The failure to retain such personnel and develop such expertise could materially adversely affect the Company's prospects for success. (e) Pharmaceutical research and development (R&D) general risks Pharmaceutical R&D involves scientific uncertainty and long lead times. Risks inherent in these activities include: uncertainty of the outcome of the Company's research results; difficulties or delays in development of any of the Company's drug candidates; and general uncertainty related to the scientific development of a new medical therapy. Examples of such risks include, but are not limited to, the following: the ability to reproduce in humans the results achieved in the laboratory or in animal models; the possibility that the Company's drug candidates may have, insufficient efficacy, adverse side effects or be unsafe for administration to humans; and the possibility that the Company's level of expenditure is higher than budgeted. The Company's drug compounds require significant pre-clinical and human clinical development prior to commercialisation, which is uncertain, expensive and time consuming. There may be adverse side effects or inadequate therapeutic efficacy of the Company's drug candidates which would prevent further commercialisation. There may be difficulties or delays in testing any of the Company's drug candidates. There may also be adverse outcomes with the broader clinical application of the antisense technology platform which could have a negative impact on the Company's specific drug development and commercialisation plans. The Company relies on other parties including contractors, hospitals and clinics to conduct clinical trials and these parties may not perform to expectation. If the Company is unable to retain suitable organisations on favourable terms, or if any resulting agreement is terminated and the Company is unable to quickly replace the applicable organisation with another qualified institution, the research could be delayed and the Company may be unable to complete development or commercialisation of its drug compounds. Prospectus page 20

21 No assurance can be given that the Company's product development efforts will be successful, that any potential product will be safe and efficacious, that required regulatory approvals will be obtained, that the Company's products will be capable of being produced in commercial quantities at an acceptable cost or at all, that the Company will have access to sufficient capital to successfully advance the products through development or to find suitable development or commercial partners for the development and or commercialisation of the products and that any products, if introduced, will achieve market acceptance. Furthermore, any products that may be developed through the Company's R&D program will not be commercially available for at least several years, if at all. Some of the Company's projects are and will be partially carried out overseas (and the Company may purchase raw materials from overseas suppliers) under contacts denominated in foreign currencies. Any adverse movement in the Australian dollar against these foreign currencies may adversely impact on the Company's ability to complete its development programs within its available funds. (f) Partnering and licensing Due to the significant costs in drug discovery and development it is common for biotechnology companies to partner with larger biotechnology or pharmaceutical companies to help progress drug development. Partnering can potentially reduce the development and commercial risk for the biotechnology company by involving an experienced drug development and or pharmaceutical marketing company in the drugs development and commercialisation however there is no guarantee that such arrangements will lead to the successful commercialisation of products. The perceived risk reduction is generally traded off for the value of the project asset, with the biotechnology company generally receiving a reduced benefit in the commercial potential of the drug. Generally the licensor receives milestone payments on the successful progress of the drug through R&D and a percentage of the eventual product sales in the form of a royalty. Commercial terms can differ widely and depend on the quality of the data generated in R&D, the stage of development of the drug and the perceived commercial potential or value of the drug. Licensing deals also vary considerably in the type of conditions specified in the agreements relating to obligations on the licensee and licensor and also on boilerplate agreement terms such as warranties and indemnities termination, disputes and dispute resolution, termination events and what happens upon termination etc. While the Company has previously entered into such licensing agreements with pharmaceutical partners, there is no guarantee that the Company will be able to partner or license its products in the future. There is also no guarantee that the Company will receive back all the data generated or related intellectual property by its prior or future licensing partners. In the event that the Company does license or partner the drugs in its pipeline, there is no assurance as to the attractiveness of the commercial terms nor any guarantee that the agreements will lead to the successful development or commercialisation of its products or generate a material commercial return for the Company. (g) Regulatory Approvals Complex government health regulations, which are subject to change, add uncertainty to obtaining approval to undertake clinical development and obtain marketing approval for pharmaceutical products. Any approval will be limited to those disease states and conditions for which the product has shown safety and efficacy. Approval by a regulatory authority such as the Food and Drug Administration (FDA) in the United States does not guarantee or imply that the respective Government agency or private insurers will provide reimbursement for the cost of treatment. Similar uncertainty exist with respect to reimbursement in many other countries. Prospectus page 21

22 Delays may be experienced in obtaining such approvals, or the regulatory authorities may require repeat of different or expanded animal safety studies or human clinical trials, and these may add to the development cost and delay products from moving into the next phase of drug development and up to the point of entering the market place. This may adversely affect the competitive position of products and the financial value of the drug candidates to the Company. It may also adversely affect the prospects of the Company being able to partner these products with other companies and/or the commercial terms for these partnering arrangements. There can be no assurance that regulatory clearance will be obtained for a product or that the data obtained from clinical trials will not be subject to varying interpretations. There can be no assurance that the FDA or other regulatory authorities will agree with the Company's assessment of future clinical trial results. Pharmaceutical manufacturers must adhere to current Good Manufacturing Practices (GMP) regulations, which are enforced through facilities inspection programs. The Company or its contractors may not be able to comply or maintain compliance with these regulations, nor may they be able to make drug product that is compliant with the manufacturing specifications or with GMP regulations. Non-compliance could significantly delay clinical development and in turn receipt of marketing approval, and could result in enforcement action. The nature of the Company's operations makes it subject to laws, regulatory restrictions and certain governmental directives, recommendations and guidelines relating to, amongst other things, occupational safety, laboratory practice, the use and handling of hazardous materials, prevention of illness and injury, environmental protection, animal testing and hazardous substance control. There can be no assurance that future legislation will not impose further government regulation with which the Company will be required to comply. As previously indicated, there can be no assurance that any compound developed by the Company will prove to be safe and efficacious in clinical trials or that any of the Company's future products will receive regulatory consideration or approval on a timely basis, if at all. The approval process for new products is likely to take several years and will involve substantial expenditures. In addition, government policies may change and additional regulations may be promulgated that could delay or prevent regulatory approval of the Company's potential products. If regulatory approval of a product is granted, such approval will be limited to the states and conditions the product is used for, as demonstrated through clinical studies. Furthermore, approval may entail ongoing requirements for post marketing studies. Even if such approvals are obtained a product and its manufacturer are subject to continued review and periodic inspections and subsequent discovery of previously unknown problems with respect of a product or manufacturer may result in the imposition of restrictions on the product or manufacturer, including recall or withdrawal of the product from the market. (h) Market Acceptance Market acceptance of the Company's products is uncertain. These uncertainties can be caused by: difficulties in marketing any of the Company's drug candidates including those associated with price, dosage required, and claims that can be made about the product; acceptability of the product to patients and clinicians, including the side effect profile and the ease and frequency of administration; delays in marketing any of the Company's drug candidates; Prospectus page 22