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Annual Report 2013

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Annual Report 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-36187 EVOGENE LTD. (Exact name of Registrant as specified in its charter) Israel (Jurisdiction of incorporation or organization) 13 Gad Feinstein Street Park Rehovot P.O.B 2100 Rehovot 76121, Israel (Address of principal executive offices) Ofer Haviv President and Chief Executive Officer Telephone: +972-8-931-1900 Facsimile: +972-8-946-6724 13 Gad Feinstein Street, Park Rehovot P.O.B 2100 Rehovot 76121, Israel (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Ordinary Shares, par value NIS 0.02 per share New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2013, the registrant had outstanding 24,901,327 ordinary shares, par value 0.02 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No ⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No ⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No o Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, or a non-accelerated filer. See the definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer ⌧ Indicate by check mark which basis for accounting the registrant has used to prepare the financing statements included in this filing: U.S. GAAP o International Financial Reporting Standards as issued by the Other o International Accounting Standards Board ⌧ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 o If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ⌧ EVOGENE LTD. FORM 20-F ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 TABLE OF CONTENTS Introduction i Special Note Regarding Forward-Looking Statements i PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information On The Company 20 Item 4A. Unresolved Staff Comments 38 Item 5. Operating and Financial Review and Prospects 39 Item 6. Directors, Senior Management and Employees 54 Item 7. Major Shareholders And Related Party Transactions 71 Item 8. Financial Information 74 Item 9. The Offer and Listing 75 Item 10. Additional Information 76 Item 11. Quantitative and Qualitative Disclosures About Market Risk 90 Item 12. Description of Securities other than Equity Securities 91 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 91 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 91 Item 15. Controls and Procedures 91 Item 16. [Reserved] 92 Item 16A. Audit Committee Financial Expert 92 Item 16B. Code of Ethics 92 Item 16C. Principal Accountant Fees and Services 92 Item 16D. Exemptions from the Listing Standards for Audit Committees 93 Item 16E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers 93 Item 16F. Change in Registrant’s Certifying Accountant 93 Item 16G. Corporate Governance 93 Item 16H. Mine Safety Disclosure 93 PART III Item 17. Financial Statements 94 Item 18. Financial Statements 94 Item 19. Exhibits 94 Signatures 95 Index to Consolidated Financial Statements F-1 INTRODUCTION In this annual report, the terms “Evogene,” “we,” “us,” “our” and “the company” refer to Evogene Ltd. and its subsidiary, Evofuel Ltd. References to “U.S. Dollars,” “$” or “dollars” are to U.S. dollars; and references to “NIS” are to New Israeli Shekels. Unless derived from our financial statements or otherwise noted, New Israeli Shekel, or NIS, amounts presented in this annual report are translated at the rate of $1.00 = NIS 3.475, the exchange rate reported by the Bank of Israel as of April 2, 2014. This annual report includes other statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information contained in such publications. Certain estimates and forecasts involve uncertainties and risks and are subject to change based on various factors, including those discussed under the headings “—Special Note Regarding Forward-Looking Statements” and “Item 3.D —Risk Factors” in this annual report. Throughout this annual report, we refer to various trademarks, service marks and trade names that we use in our business. The “Evogene” design logo, “Evogene” and other trademarks or service marks of Evogene Ltd. appearing in this annual report are the property of Evogene Ltd. We have several other registered trademarks, service marks and pending applications relating to our computational technologies. Other trademarks and service marks appearing in this annual report are the property of their respective holders. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”) and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of our business, financial condition, results of operations, liquidity, anticipated growth strategies, anticipated trends in our industry, our potential growth opportunities, plans and objectives. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. The statements we make regarding the following matters are forward-looking by their nature: § our expectation regarding the future growth of the seed and ag-chemical market and larger agriculture market; § our ability to adapt to continuous technological change in our industry; § our ability to maintain our collaboration agreements with our current collaborators; § our ability to enter into new collaboration agreements and expand our research and development to new traits and crops; § our ability to pursue a new business model in which we pay for our own research and development costs and enter into collaboration agreements only in the later stages of product development; § our expectation regarding the commercial trait value of our key products in yield and abiotic stress and biotic stress; § our expectation regarding regulatory approval of products developed by our collaborators; § our expectation that products containing our seed traits will be commercialized and we will earn royalties from the sales of such products; § our ability to successfully develop our ag-chemical operations, enter into collaboration agreements to develop ag-chemical products and eventually commercialize ag-chemical products; § our ability to successfully develop improved castor bean seed varieties that serve as a viable alternative second generation feedstock for biodiesel; § our ability to maintain and recruit knowledgeable or specialized personnel to perform our research and development work; § our ability to assemble, store, integrate, and analyze significant amounts of public and proprietary genomic data; § our ability to improve our existing computational technologies and plant validation systems and to develop and launch new computational technologies and validation systems, including PoinTar; and § our ability to patent the genes that we identify and to protect our trade secrets and proprietary know-how.
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