Date: January 31, 2006 | ||
pSivida Limited | ||
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By: | /s/ Aaron Finlay | |
Aaron Finlay Chief Financial Officer and Company Secretary |
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EXHIBIT
99.1:
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Appendix
4C pSivida Quarterly Cashflow
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EXHIBIT
99.2:
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pSivida
Quarterly Cashflow - December 2005 Commentary and
Highlights
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Name
of entity
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pSivida
Limited
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ABN
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Quarter ended (“current quarter”) | |
98
009 232 026
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31
December 2005
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Cash
flows related to operating activities
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Current
quarter
$A’000
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Year
to date
(6
months)
$A’000
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1.1
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Receipts
from customers
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-
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-
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1.2
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Payments
for
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(a)
staff costs
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(485)
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(792)
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(b)
advertising and marketing
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-
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-
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(c)
research and development
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(2,741)
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(5,260)
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(d)
leased assets
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-
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-
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(e)
other working capital
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(2,116)
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(3,465)
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1.3
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Dividends
received
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-
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-
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1.4
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Interest
and other items of a similar nature received
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162
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246
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1.5
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Interest
and other costs of finance paid
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(1)
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(1)
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1.6
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Income
taxes paid
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-
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-
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1.7
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Other
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-
other income
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21
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42
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-
income received in advance
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494
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494
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Net
operating cash flows
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(4,666)
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(8,736)
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Current
quarter
$A’000
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Year
to date
(6
months)
$A’000
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1.8
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Net
operating cash flows (carried forward)
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(4,666)
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(8,736)
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Cash
flows related to investing activities
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1.9
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Payment
for acquisition of:
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(a)
businesses (item 5)
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-
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-
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(b)
equity investments
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(1,065)
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(1,086)
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(c)
intellectual property
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-
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-
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(d)
physical non-current assets
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(345)
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(778)
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(e)
other non-current assets
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-
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-
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1.10
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Proceeds
from disposal of:
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(a)
businesses (item 5)
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-
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-
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(b)
equity investments
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-
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-
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(c)
intellectual property
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-
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-
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(d)
physical non-current assets
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-
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-
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(e)
other non-current assets
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-
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-
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1.11
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Loans
to other entities
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-
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-
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1.12
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Loans
repaid by other entities
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-
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-
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1.13
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Other
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-
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-
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Net
investing cash flows
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(1,410)
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(1,864)
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1.14
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Total
operating and investing cash flows
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(6,076)
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(10,600)
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Cash
flows related to financing activities
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1.15
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Proceeds
from issues of shares, options, etc.
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-
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5,636
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1.16
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Proceeds
from sale of forfeited shares
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-
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-
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1.17
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Proceeds
from borrowings
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19,927
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19,927
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1.18
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Repayment
of borrowings
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-
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-
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1.19
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Dividends
paid
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-
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-
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1.20
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Other
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-
share issue costs
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(88)
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(469)
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-
other financing costs
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-
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(33)
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Net
financing cash flows
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19,839
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25,061
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Net
increase (decrease) in cash held
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13,763
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14,461
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1.21
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Cash
at beginning of quarter/year to date
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13,528
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12,892
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1.22
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Exchange
rate adjustments to item 1.20
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392
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330
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1.23
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Cash
at end of quarter
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27,683
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27,683
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Current
quarter
$A'000
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1.24
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Aggregate
amount of payments to the parties included in item 1.2
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548
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1.25
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Aggregate
amount of loans to the parties included in item 1.11
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-
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1.26
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Explanation
necessary for an understanding of the transactions
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1.2(a) Staff
costs include consultants and directors’ fees paid by
pSivida.
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1.2(c) Research
and development costs include all expenditure incurred by pSiMedica
and
pSiOncology.
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2.1
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Details
of financing and investing transactions which have had a material
effect
on consolidated assets and liabilities but did not involve cash
flows
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On
October 3, 2005, we entered into a merger agreement with CDS, a
Boston-based company engaged in the design and development of drug
delivery products. The merger agreement provided that a newly-formed
subsidiary of pSivida would merge into CDS, with CDS surviving the
merger
as a wholly-owned subsidiary of pSivida with the name of pSivida
Inc. After approval by the required majorities of both companies’
shareholders and the fulfilment of other closing conditions, the
merger
was completed on December 30, 2005. Under
the terms of the agreements a total of 161,047,790 ordinary shares
(represented by 16,104,779 ADSs) were issued, 159,036,610 ordinary
shares
(represented by 15,903,661 ADSs) in exchange for the outstanding
CDS’
common and preferred shares on the date of the acquisition and 1,211,180
ordinary shares (represented by 121,118 ADSs) in accordance with
CDS staff
and director retention agreements.
As of December 31, 2005, the ADSs received by the former CDS stockholders
represented approximately 41.3% of the capital stock of the combined
company. Certain former shareholders of CDS received cash rather
than ADSs for their CDS shares. In addition, each outstanding option
to purchase CDS stock was assumed by us and converted into an option
to
acquire such number of ADSs as the holder would have been entitled
to
receive in the merger if such holder had exercised such option in
full
immediately before completion of the merger.
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2.2
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Details
of outlays made by other entities to establish or increase their
share in
businesses in which the reporting entity has an
interest
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N/A
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Amount
available
$A’000
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Amount
used
$A’000
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3.1
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Loan
facilities
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-
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19,927
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3.2
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Credit
standby arrangements
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-
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-
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Reconciliation
of cash at the end of the quarter (as shown in the consolidated
statement
of cash flows) to the related items in the accounts is as
follows.
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Current
quarter
$A’000
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Previous
quarter
$A’000
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4.1
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Cash
on hand and at bank
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2,406
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1,502
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4.2
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Deposits
at call
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25,277
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12,026
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4.3
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Bank
overdraft
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-
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-
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4.4
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Other
(provide details)
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-
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-
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Total:
cash at end of quarter (item
1.22)
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27,683
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13,528
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Acquisitions
(Item
1.9(a))
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Disposals
(Item
1.10(a))
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5.1
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Name
of entity
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N/A
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N/A
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5.2
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Place
of incorporation or registration
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5.3
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Consideration
for acquisition
or disposal
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5.4
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Total
net assets
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5.5
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Nature
of business
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1
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This
statement has been prepared under accounting policies which comply
with
accounting standards as defined in the Corporations Act (except to
the
extent that information is not required because of note 2) or other
standards acceptable to ASX.
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2
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This
statement does give a true and fair view of the matters
disclosed.
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1. |
The
quarterly report provides a basis for informing the market how the
entity’s activities have been financed for the past quarter and the effect
on its cash position. An entity wanting to disclose additional information
is encouraged to do so, in a note or notes attached to this
report.
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2. |
The
definitions in, and provisions of, AASB
1026: Statement of Cash Flows
apply to this report except for the paragraphs of the Standard set
out
below.
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· |
6.2-
reconciliation of cash flows arising from operating activities to
operating
profit or loss
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· |
9.2-
itemised disclosure relating to
acquisitions
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· |
9.4-
itemised disclosure relating to
disposals
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· |
12.1(a)-
policy for classification of cash
items
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· |
12.3-
disclosure of restrictions on use of
cash
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· |
13.1-
comparative information
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3. |
Accounting
Standards. ASX
will accept, for example, the use of International Accounting Standards
for foreign entities. If the standards used do not address a topic,
the
Australian standard on that topic (if any) must be complied
with.
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ASX/Media RELEASE |
31
January
2006
|
pSivida
Limited
Brian
Leedman
Investor
Relations
pSivida
Limited
Tel:
+ 61 8 9226 5099
brianl@psivida.com
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US
Public Relations
Beverly
Jedynak
President
Martin
E. Janis & Company, Inc
Tel:
+1 (312) 943 1100 ext. 12
bjedynak@janispr.com
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UK
& Europe Public Relations
Mark
Swallow / Helena Podd
Citigate
Dewe Rogerson
Tel:
+44 (0)20 7638 9571
mark.swallow@citigatedr.co.uk
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