PHARMANET GROUP LIMITED

Transcription

1 INTERIM FINANCIAL REPORT for the half-year ended 31 December 2016 The information contained in this condensed report is to be read in conjunction with Pharmanet Group Limited s 30 June 2016 annual report and announcements to the market made by Pharmanet Group Limited

2 CONTENTS Corporate Directory 1 Director s Report 2 Auditor s Independence Declaration 5 Financial Report 6 Director s Declaration 15 Independent Auditor s Review Report 16 CORPORATE DIRECTORY Directors Mr Adam Miethke Mr Nicholas Young Mr Brendan de Kauwe Company Secretary Ms Kyla Garic Registered office 108 Outram Street West Perth, Australia, 6005 Auditor RSM Australia Partners 8 St Georges Terrace PERTH, WESTERN AUSTRALIA 6000 Bankers National Australia Bank 1232 Hay Street West Perth WA 6005 Share Registry Automic Level St Georges Terrace Perth WA 6000 Securities Exchange Listing ASX Limited Level 40, Central Park St Georges Terrace Perth, WA, 6000 ASX Code PNO 1

3 DIRECTORS REPORT The Directors present this report for Pharmanet Group Limited ( the Company ) and its subsidiaries ( the Group ) for the half year ended 31 December Directors The names and the particulars of the Directors who held office during or since the end of the half year and until the date of this report are as below. Directors were in office for this entire period unless otherwise stated. Unless otherwise stated, the powers of the directors were suspended from 15 April 2015, being the date of the appointment of the voluntary administrator and remain so during the term of the deed of company arrangement. Name Status Appointed Adam Miethke Non-Executive Director Appointed 7 March 2017 Nicholas Young Non-Executive Director Appointed 7 March 2017 Brendan de Kauwe Non-Executive Director Appointed 7 March 2017 Name Status Resigned Christopher John Quirk Non-Executive Director Removed 7 March 2017 John James Found Non-Executive Director Removed 7 March 2017 Company Secretary Name Status Appointed Kyla Garic Company Secretary 7 March 2017 State of affairs and major activities of the half-year Pharmanet Group Limited was subject to DOCA during the half-year. The DOCA proposed for compromise of creditors claims, recapitalisation of the Company and (subject to regulatory approval) re-quotation of its securities on the ASX. The material terms of the DOCA were as follows: The DOCA was intended to satisfy creditors debts through the provision of a creditor payment of $120,000 and issue a total of 15,000,000 shares at a deemed value of $0.02 or a market value equivalent of $300,000 to secured Creditors Finebase Pty Ltd and Celtic Capital Pty Ltd (creditor payments). the creditor payment is to be made without any setoff, counterclaim or deduction whatsoever; the creditor payment will be used in full and final satisfaction of all creditors claims (including those of an administrator); and the creditor payment will be raised through one or more capital raisings by the Company (which will be subject to the receipt of shareholder approval) On 13 December 2016, the Deed Administrator and the Proponent (Otsana Capital) extended the Due Date of The DOCA (that is the date by which the conditions precedent to the DOCA must be satisfied or waived) to 30 May

4 DIRECTORS REPORT Incomplete records To prepare the half year financial report, the Directors have reconstructed the financial records of the Group using data extracted from the Group s accounting system for the year. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not be material on the financial report. These financial statements do not contain all the required information or disclosures in relation to transactions undertaken by the Company as this information is unascertainable due to the administration process and/or the change in directorships and key management personnel. Consequently, although the Directors have prepared this financial report to the best of their knowledge based on the information made available to them, they are of the opinion that it is not possible to state that this financial report has been prepared in accordance with Australian Accounting Standards including Australian interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001, nor is it possible to state this financial report gives a true and fair view of the Group s financial performance for the half-year then ended. Financial performance The loss for the six months ended 31 December 2016 was $4,490 (2015: loss $33,736). Principal activities Refer to state of affairs and major activities of the half year. Events after the end of the reporting period On 10 February 2017, the Company s shareholders approved at its General Meeting: the issued capital of the Company be consolidated on the basis that every 300 shares be consolidated into 1 share; to issue up to 15,000,000 shares (on a post-consolidation basis) to secured creditors at a price of $0.02 per share to the creditors trust established under the DOCA on the terms and conditions set out; to issue up to 50,000,000 shares (on a post-consolidation basis) at a price of $0.02 per share; to issue up to 50,000,000 options (on a post-consolidation basis) to Otsana (or their nominees). Each option has an exercise price of $0.02 and will expire on the date that is 4 years after their issue; election of Mr Adam Miethke, Mr Nicholas Young and Mr Brendan de Kauwe as Directors; On 22 February 2017, the share consolidation was achieved through the conversion of 300 ordinary fully paid shares (2,002,565,241) for 1 ordinary fully paid share (6,676,035 post consolidation shares). The effectuation of the DoCA on 7 March 2017 had the following financial effect: claims of the Company s creditors as at 15 April 2015 now reside within the Creditors' Trust; all cash at bank and any other assets at 7 March 2017 were transferred to the Creditors' Trust; the payment of the promoter contribution of $120,000 was transferred to the Creditors Trust; the Company issued a total of 15,000,000 shares at a deemed value of $0.02 or a market value equivalent of $300,000 to secured creditors Finebase Pty Ltd and Celtic Capital Pty Ltd (Secured Creditor Payment), collectively referred to as the creditor payments); and the creditor payment was used in full and final satisfaction of all creditor claims (including those of the administrator). 3

5 DIRECTORS REPORT On 22 March 2017, the Company has entered into a conditional binding agreement to acquire 100% of Keras (Gold) Australia Pty Ltd ("Keras Australia"). Keras Australia is a wholly-owned subsidiary of Keras Resources PLC, a company listed on AIM which controls the Warrawoona Gold Project. The acquisition will transform the Company into a new Australian gold development company, within the emerging gold belt of the Pilbara Goldfields District, a historically proven gold mining region. Auditor independence and non-audit services The auditor s independence declaration is included on page 5 of the financial report. Signed in accordance with a resolution of the Board of Directors Nicholas Young Non-Executive Director Dated 24 March

6 AUDITOR S INDEPENDENCE DECLARATION As lead auditor for the review of the financial report of Pharmanet Group Limited for the half-year ended 31 December 2016, I declare that, to the best of my knowledge and belief, there have been no contraventions of: (i) (ii) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and any applicable code of professional conduct in relation to the review. RSM AUSTRALIA PARTNERS Perth, WA Dated: 24 March 2017 TUTU PHONG Partner

7 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER December December 2015 $ $ Revenue - - Other income 11 5, ,457 Administration fees and administration benefits expenses - (27,324) Auditor s remuneration (4,500) - Other expenses (1) (11,869) Loss before income tax (4,490) (33,736) Income tax expense - - Loss for the period (4,490) (33,736) Other comprehensive income: Items that may be reclassified subsequently to profit or loss Exchange differences on translating foreign operations - - Total comprehensive loss for the year (4,490) (33,736) Total comprehensive loss attributable to: Members of the parent entity (4,490) (33,736) Non-controlling interest - - (4,490) (33,736) Basic loss per share (cents per share) (0.0002) (0.002) The accompanying notes form part of these financial statements. 6

8 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016 Note 31 December June 2016 $ $ CURRENT ASSETS Cash and cash equivalents TOTAL CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 1,614,929 1,610,429 Borrowings 3 2,663,241 2,663,241 TOTAL CURRENT LIABILITIES 4,278,170 4,273,670 TOTAL LIABILITIES 4,278,170 4,273,670 NET LIABILITIES (4,277,436) (4,272,946) SHAREHOLDERS DEFICIT Issued capital 4 26,782,036 26,782,036 Accumulated losses (30,906,694) (30,902,204) Total parent equity interest (4,124,658) (4,120,168) Non-controlling interest (152,778) (152,778) TOTAL DEFICIENCY (4,277,436) (4,272,946) The accompanying notes form part of these financial statements. 7

9 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2016 Issued Capital Foreign Currency Reserve Share based payment Reserve Accumulated Losses Non- Controlling Interest $ $ $ $ $ $ Balance at 1 July ,782,036 (7,736) 1,661,550 (32,779,242) (152,778) (4,496,170) Loss for the period (33,736) - (33,736) Other comprehensive income Total comprehensive loss for the period (33,736) - (33,736) Transactions with owners, recognised directly in equity Reserves expired during the period - 7,736 (1,661,550) 1,653, Balance at 31 December ,782, (31,159,164) (152,778) (4,529,906) Total Balance at 1 July ,782, (30,902,204) (152,778) (4,272,946) Loss for the period (4,490) - (4,490) Other comprehensive income Total comprehensive loss for the period (4,490) - (4,490) Balance at 31 December ,782, (30,906,694) (152,778) (4,277,436) The accompanying notes form part of these financial statements. 8

10 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER December December 2015 $ $ CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers - - Payments to suppliers and employees (1) (39,193) ATO 11 - Net cash provided by / (used) in operating activities 10 (39,193) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of plant and equipment - 5,457 Net cash from investing activities - 5,457 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings - - Net cash from financing activities - - Net increase / (decrease) in cash and cash equivalents 10 (33,736) Cash and cash equivalents at beginning of period ,044 Cash and cash equivalents at end of period 734 5,308 The accompanying notes form part of these financial statements 9

11 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016 NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These consolidated financial statements for the half year ended 31 December 2016 cover Pharmanet Group Limited ( the Company ) and its controlled entities as a consolidated entity (also referred to as the Group ). Pharmanet Group Limited is a company limited by shares, incorporated and domiciled in Australia. The Group is a for-profit entity. The interim financial report was issued on 24 March 2017 by the Board of Directors of the Company. a) Statement of compliance The interim financial report is a condensed financial report prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134: Interim Financial Reporting. Compliance with AASB 134 ensures compliance with IAS 34 Interim Financial Reporting where possible (refer to note 1(b)). The financial statements have been prepared on an accruals basis and are based on historical costs modified, where applicable, by the measurement at fair value of selected non-current assets, financial assets and financial liabilities. This half-year report does not include the full disclosures of the type normally included in an annual financial report. Therefore, it cannot be expected to provide in full an understanding of the financial performance, financial position and cash flows of the Company as in the full financial report. It is recommended that this half-year financial report is read in conjunction with the annual financial report for the year ended 30 June 2016 and any public announcements made by Pharmanet Group Limited during the half-year in accordance with the continuous disclosure requirements arising under the Corporations Act 2001 and the ASX Listing Rules. The Accounting policies adopted in the preparation of this half-year financial report are consistent with those followed in preparation of the Group s annual consolidated financial statements for the year ended 30 June 2016, except for the adoption of new standards and interpretations effective as of 1 July 2015 applied retrospectively. The adoption of these Standards and Interpretations has had no material impact. New and revised accounting standards and interpretations The Company has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australia Accounting Standards Board that are mandatory for the current reporting period. The adoption of these new and revised Accounting standards and Interpretations has not resulted in a significant or material change to the Company s accounting policies. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted by the Company. b) Incomplete records On 15 April 2015, the then Board resolved to place the Company into voluntary administration and appointed Mr Jack James of Palisade Business Consulting as voluntary administrator of the Company. Following appointment of the administrator, the powers of the Company s officers (including Directors) were suspended and the administrator assumed control of the Company s business, property and affairs. 10

12 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016 b) Incomplete records To prepare the half year financial report, the Directors have reconstructed the financial records of the Group using data extracted from the Group s accounting system for the entire financial period. However, there may be information that the Directors have not been able to obtain, the impact of which may or may not be material on the half year financial statements. These half year financial statements do not contain all the required information or disclosures in relation to transactions undertaken by the Company as this information is unascertainable due to the administration process and/or the change in directorships and key management personnel. c) Going concern The financial report has been prepared on a going concern basis, which assumes continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business. The effectuation of the DoCA on 7 March 2017 had the following financial effect: claims of the Company s creditors as at 15 April 2015 now reside within the Creditors' Trust; all cash at bank and any other assets at 7 March 2017 were transferred to the Creditors' Trust; the payment of the promoter contribution of $120,000 was transferred to the Creditors Trust; the Company issued a total of 15,000,000 shares at a deemed value of $0.02 or a market value equivalent of $300,000 to secured creditors Finebase Pty Ltd and Celtic Capital Pty Ltd (Secured Creditor Payment), collectively referred to as the creditor payments); and the creditor payment was used in full and final satisfaction of all creditor claims (including those of the administrator). The Company expects to continue as a going concern. It is proposed that the capital raising will be as follows: up to 50,000,000 shares at not less than $0.02 to raise $1,000,000; and up to 50,000,000 options to acquire shares with an exercise price of not less than $0.02 each with an expiry date of 4 years from the date of issue; The proposed capital structure and reconstruction (including consolidation, share/option issues and share/option prices) may be varied at the syndicates sole discretion, but subject to both ASX and shareholder approval. It is for these reasons that the Directors consider the Group to be a going concern. Notwithstanding the material uncertainties of future events inherent in the above, the Directors consider it is appropriate to prepare financial information on a going concern basis and hence no adjustments have been made to the financial information relating to the recoverability and classification of the asset carrying amounts or the amounts and classifications of liabilities that might be necessary if the entity does not continue as a going concern. 11

13 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016 NOTE 2: OPERATING SEGMENTS Segment Information Identification of reportable segments The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources. The operation and assets of Pharmanet Limited and its controlled entities operate in one business segment, being the research, development, manufacture and distribution of pharmaceutical products. NOTE 3: BORROWINGS 31 December June 2016 $ $ Current Loans secured 230, ,000 Loans unsecured 175, ,000 Convertible notes - secured (a) 250, ,000 Convertible notes - unsecured (a) 1,360,000 1,360,000 Interest on borrowings 648, ,785 2,663,241 2,924,785 (a) Terms and conditions Convertible notes issued: Issue Date Amount Interest Rate Convertible On or Before 1 April ,000 12% per annum 15 June 2014 (i) 31 March ,000 12% per annum 30 April 2014 (ii) 1 June ,000 12% per annum 1 June 2013 (iii) 31 December ,000 12% per annum 31 December 2013 (iv) 5 February ,000 12% per annum 5 February 2014 (v) 27 September ,000 10% per annum 27 September ,610,000 The notes are convertible into shares at any time on or before the conversion date at the option of either the Company or the lender. The notes issued in April 2004 are convertible to shares and options at the option of the holder at the lower of $0.02 or 80% of the average weighted price of the shares traded on ASX during the five business days before the date on which the notice of conversion is received by the Company. The notes issued in March 2008 and June 2008 are convertible to shares and options at the option of the holder at the lower of $0.005 or 80% of the average weighted price of the shares traded on ASX during the five business days before the date on which the notice of conversion is received by the Company. 12

14 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016 NOTE 3: BORROWINGS The notes issued in December 2008 are convertible to shares and options at the option of the holder at the lower of $ or 80% of the average weighted price of the shares traded on ASX during the five business days before the date on which the notice of conversion is received by the Company. The notes issued in February 2010 are convertible to shares and options at the option of the holder at the lower of $ or 80% of the average weighted price of the shares traded on ASX during the five business days before the date on which the notice of conversion is received by the Company. The secured notes issued in September 2013 are convertible to shares at the election of the noteholder, up to an aggregate amount of $125,000 at $ per share. If the lender has not been repaid and has not converted 30 days prior to the end of the term of the notice, the Company, by issuing a notice to the holder, may convert the notes to shares and options as per the conversion terms and conditions. If the lender has not converted by the end of the term of the note, the Company must arrange repayment terms with the lender. (i) The convertible notes issued on 1 April 2004 were not converted on 15 June (ii) The convertible notes issued on 31 March 2008 were not converted on 30 April (iii) The convertible notes issued on 1 June 2008 were not converted on 1 June (iv) The convertible notes issued on 31 December 2008 were not converted on 31 December (v) The convertible notes issued on 5 February 2010 were not converted on 5 February NOTE 4: ISSUED CAPITAL Issued Capital: 31 December June 2016 $ $ Ordinary shares fully paid 26,782,036 26,782,036 Movement in ordinary share capital of the Company during the period was as follows: Date Number $ Opening balance 1 July ,002,565,241 26,782,036 Closing balance 31 December ,002,565,241 26,782,036 13

15 CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2016 NOTE 5: CONTINGENT LIABILITIES AND COMMITMENTS Contingent Liabilities Pharmanet Group Limited and its controlled entities have no known contingent liabilities as at 31 December Commitments Pharmanet Group Limited and its controlled entities have no known commitments as at 31 December 2016 other than those noted below at Note 6. NOTE 6: EVENTS SUBSEQUENT TO REPORTING DATE On 10 February 2017, the Company s shareholders approved at its General Meeting: the issued capital of the Company be consolidated on the basis that every 300 shares be consolidated into 1 share; to issue up to 15,000,000 shares (on a post-consolidation basis) to secured creditors at a price of $0.02 per share to the creditors trust established under the DOCA on the terms and conditions set out; to issue up to 50,000,000 shares (on a post-consolidation basis) at a price of $0.02 per share; to issue up to 50,000,000 options (on a post-consolidation basis) to Otsana (or their nominees). Each option has an exercise price of $0.02 and will expire on the date that is 4 years after their issue; election of Mr Adam Miethke, Mr Nicholas Young and Mr Brendan de Kauwe as Directors; On 22 February 2017, the share consolidation was achieved through the conversion of 300 ordinary fully paid shares (2,002,565,241) for 1 ordinary fully paid share (6,676,035 post consolidation shares). The effectuation of the DoCA on 7 March 2017 had the following financial effect: claims of the Company s creditors as at 15 April 2015 now reside within the Creditors' Trust; all cash at bank and any other assets at 7 March 2017 were transferred to the Creditors' Trust; the payment of the promoter contribution of $120,000 was transferred to the Creditors Trust; the Company issued a total of 15,000,000 shares at a deemed value of $0.02 or a market value equivalent of $300,000 to secured creditors Finebase Pty Ltd and Celtic Capital Pty Ltd (Secured Creditor Payment), collectively referred to as the creditor payments); and the creditor payment was used in full and final satisfaction of all creditor claims (including those of the administrator). On 22 March 2017, the Company has entered into a conditional binding agreement to acquire 100% of Keras (Gold) Australia Pty Ltd ("Keras Australia"). Keras Australia is a wholly-owned subsidiary of Keras Resources PLC, a company listed on AIM which controls the Warrawoona Gold Project. The acquisition will transforms the Company into a new Australian gold development company within the emerging gold belt of the Pilbara Goldfields District, a historically proven gold mining region. 14

16 DIRECTORS REPORT DIRECTOR S DECLARATION 1) In the opinion of the Directors of the Group: a) the financial statements and notes, subject to the qualification set out in paragraph 2 below, are in accordance with the Corporations Act 2001, including: (i) complies with Australian Accounting Standards AASB 134 Interim Financial Reporting and the Corporations Act 2001 and; (ii) gives a true and fair view of the Company s performance for the half-year ended 31 December 2016 and; b) as indicated in Note 1(c), subject to the successful recapitalisation of the Company there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. 2) Due to turnover of previous staff and officers, and the Group being subject to external administration, complete accounting records have not been able to be located. For the half year ended 31 December 2016 and since, this has led to insufficient information being available to support all transactions and balances. The Directors are of the opinion that: (i) it is not possible to state that the audited financial statements and notes are in accordance with the requirements of the Corporations Act 2001, due to the lack of records for the half year ended 31 December 2016 and since then; This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the Directors by: Nicholas Young Non-Executive Director Dated 24 March

17 INDEPENDENT AUDITOR S REVIEW REPORT TO THE MEMBERS OF PHARMANET GROUP LIMITED We were engaged to review the accompanying half-year financial report of Pharmanet Group Limited, which comprises the consolidated statement of financial position as at 31 December 2016, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors declaration of the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year. Directors Responsibility for the Half-Year Financial Report The directors of the company 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 internal control 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 half-year financial report based on our review. However, because of the matters described in the Basis for Disclaimer Conclusion section of our report, we were not able to complete our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Independence In conducting our review, we have complied with the independence requirements of the Corporations Act We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Pharmanet Group Limited, would be in the same terms if given to the directors as at the time of this auditor's review report.

18 Basis for Disclaimer Conclusion Pharmanet Group Limited and its Australian controlled entities, were placed into voluntary administration on 15 April 2015 and remained in administration for the entirety of the half-year ended 31 December We were unable to obtain sufficient appropriate evidence to verify the amounts disclosed in the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended 31 December As a result, we were unable to determine whether any adjustments to these amounts were necessary. We draw attention to Note 1(c) which indicates the existence of a material uncertainty which may cast significant doubt about the consolidated entity s ability to continue as a going concern. As a result, the consolidated entity may be unable to realise its assets and discharge its liabilities in the normal course of business. We were unable to determine whether any adjustments to the financial statements were necessary. Disclaimer Conclusion We do not express a conclusion on the accompanying half-year financial report of Pharmanet Group Limited. Because of the significance of the matters described in the Basis for Disclaimer Conclusion section of our report, we have not been able to obtain sufficient appropriate evidence to provide a basis for a review conclusion on this half-year financial report. RSM AUSTRALIA PARTNERS Perth, WA Dated: 24 March 2017 TUTU PHONG Partner