Exhibit 99.1

Appendix 4E 

Preliminary final report for the twelve months to 30 June 2017

 

| Name of entity                        |
|---------------------------------------|
| MESOBLAST LIMITED

ABN 68 109 431 870 |

 

| 1. | Reporting period |
|----|------------------|

 

| Report for the financial year ended                       | 30 June 2017 |
|-----------------------------------------------------------|--------------|
| Previous corresponding period is the financial year ended | 30 June 2016 |

 

| 2. | Results for announcement to the market |
|----|----------------------------------------|

 

|                                                                                                                                                                                                                                                         | Up/down | % change |   | Amount reported for the year ended 30 June  2017

USD’000 |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------|----------|--------|---------------------------------------------------------------------------|
| Revenues from ordinary activities (item 2.1)

                                                                                                                                                                                                          | Down    | 94.3%    | to     | 2,412                                                                     |
| Loss from ordinary activities after tax attributable to members (item 2.2)                                                                                                                                                                                   | Up*     | 1761.3%  | to     | 76,815                                                                    |
|                                                                                                                                                                                                                                                         |    |     |   |                                                                      |
| Net loss for the period attributable to members (item 2.3)                                                                                                                                                                                                   | Up*     | 1761.3%  | to     | 76,815                                                                    |
| *increase in loss                                                                                                                                                                                                                                            |    |     |   |                                                                      |
|  

There are no dividends being proposed or declared for the period (item 2.4 and 2.5)

 

Commentary related to the above results

Please refer to ‘Item 5.A Operating results’ within the Form 20-F for the year ended 30 June 2017. |
|                                                                                                                                                                                                                                                         |

 

| 3. | Net tangible assets per security |
|----|----------------------------------|

 

|                                                                         | 30 June 2017 | 30 June 2016 |
|------------------------------------------------------------------------------|--------------|--------------|
| Net tangible asset/(liability) backing

per ordinary security (in USD cents) | 10.11 cents  | 17.51 cents  |

 

A large proportion of the company’s assets are intangible in nature, consisting of intellectual property and goodwill relating to the acquisition of Mesoblast, Inc and culture-expanded Mesenchymal Stem Cells technology. These assets and the associated provision for contingent consideration are excluded from the calculation of net tangible assets per security.  The deferred tax liability has also been excluded from the calculation to the extent it relates to future tax obligations as a result of the intellectual property assets deriving revenue at some point in the future. This deferred tax liability has arisen as a result of the intellectual property being acquired.

 

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| 4. | Other documents accompanying this Appendix 4E |
|----|-----------------------------------------------|

 

This Appendix 4E should be read in conjunction with the Mesoblast annual report on the form 20-F, which includes:

|   | - | Item 18 Financial Statements; and |
|--------|---|-----------------------------------|

|   | - | Other sections as tabled below. |
|--------|---|---------------------------------|

 

This preliminary final report and the associated Directors’ Report are found throughout the various sections of the accompanying Mesoblast annual report on the form 20-F. 

 

The following table has been provided to assist readers to locate each section of the Directors’ Report within the accompanying annual report on the form 20-F.

 

|                                                        |                                                                                                                                 |
|--------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|
| Sections of Directors’ Report                    | Form 20-F Reference                                                                                                             |
| Principal activities                                   | Item 5.A Operating Results

See subheading – “Overview”                                                       |
| Review of operations and activities                    | Item 4.B Business Overview

Item 5.A Operating Results                                                                          |
| Business strategies and prospects for future years     | Item 4.B Business Overview

See subheading – “Business strategies and   prospects for future years” |
| Business risks                                         | Item 3.D Risk Factors                                                                                                           |
| Significant changes in the state of affairs            | Item 5.A Operating Results

See subheading – “Significant changes in the state of affairs”                    |
| Matters subsequent to the end of the financial year    | Item 8.B Significant Changes                                                                                                    |
| Likely developments and expected results of operations | Item 5.A Operating Results 

See subheading – “Likely developments and expected results of operations”        |
| Environmental regulations                              | Item 5.A Operating Results

See subheading – “Environmental regulations”                                      |
| Dividends                                              | Item 4.B Business Overview

See subheading – “Dividends”                                                      |
| Information on directors                               | Item 6.A Directors and Senior Management

See subheading – “Board of Directors”                               |
| Remuneration report                                    | The Remuneration report starts at Item 6 and ends part way through Item 6.B as indicated                                        |
| Indemnification of officers                            | Item 6.B Compensation

See subheading – “Indemnification of officers”                                         |
| Proceedings on behalf of the group                     | Item 6.B Compensation

See subheading – “Proceedings on our behalf”                                           |
| Non-Audit Services                                     | Item 6.B Compensation

See subheading – “Non-audit services”                                                  |
| Auditor’s independence declaration               | Exhibits 99.2                                                                                                                   |
| Directors’ Resolution                            | Item 6.B Compensation

See subheading – “Directors’ resolution”                                         |

 

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| 5. | Audited Financial Report 2017 |
|----|-------------------------------|

 

This preliminary final report has been based on accounts which have been audited.  The independent auditors report includes the following statement:

 

Without qualifying our opinion, we draw attention to note 1 in the financial report, which indicates that the consolidated entity incurred net cash outflows from operations of US$95,471,000. As a result, the Company is dependent upon entering into an arrangement with a third party partner on one or more of its four Tier 1 product candidates that would result in non-dilutive funding and/or raising further capital, together with various cost containment and deferment strategies being completed including the reprioritization of certain projects . These conditions, along with other matters set forth in Note 1, indicate the existence of a material uncertainty that may cast significant doubt about the company’s ability to continue as a going concern and therefore, the company may be unable to realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial report.

 

A copy of the audited Financial Statements for the year ended 30 June 2017 is included in Item 18 Financial Statements within the Form 20-F.

 

 

 

 

|   | - | End of Appendix 4E     - |
|--------|---|----------------------------------------------|

 

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