ACUMENTIS GROUP LIMITED - M&A Activity 2018

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OFFER INFORMATION STATEMENT

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Landmark White Limited (ASX: LMW) Proposed Acquisition of Taylor Byrne Holdings Pty Ltd

8 October 2018

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IMPORTANT NOTICE

This Offer Information Statement ( OIS ) has been prepared to provide information on LandMark White Limited ( LMW or Company ) to all shareholders of Taylor Byrne Holdings Pty Ltd ( Taylor Byrne ) who have been made an offer to receive ordinary shares in the Company as partial consideration for the sale of all their shares in Taylor Byrne.

This OIS is dated 8 October 2018 and a copy of the OIS was lodged with the Australian Securities and Investments Commission ( ASIC ) on that date.

ASIC and its officers take no responsibility for the contents of this OIS or the merits of the investment to which it relates.

Offer

The Offer opens on 10:00 a.m. AEST 8 October 2018 and will close upon the earlier of 5:00 p.m. AEST on 15 October 2018, or upon the Company receiving valid applications for all of the LMW Shares offered under this document ( Expiry Date ). The Company reserves the right, subject to the Corporations Act and other applicable laws, to vary the dates of the Offer (including extending the Expiry Date) without notice. Further details are set out in Section 2.

No securities that are the subject of this document or the Offer will be issued after the Expiry Date. Further, the Expiry Date will not be later than 13 months after the date of this document, being 8 November 2019.

This is not a prospectus

This document is not a prospectus. It has lower levels of disclosure requirements than a prospectus.

Personal circumstances

The information given in this OIS is of a general nature and has been prepared without taking into account your individual investment objectives, financial situation or particular investment needs. Before making an investment decision on the basis of this OIS, you should consider the suitability of the information having regard to your objectives, financial situation and needs. If you have questions about any of the matters contained in this OIS you should contact your legal adviser, stockbroker, accountant or other relevant adviser.

Forward looking statements

Any forward looking statement contained in this OIS is not a representation, warranty, guarantee or prediction of future performance, and involves known and unknown risks, uncertainties and other factors, including the risks set out in Section 6. Many of those risks are beyond the Company’s control, and are likely to cause actual results to differ from those expressed in the statements contained in this OIS. You should not place undue reliance on these forward looking statements. These forward looking statements are based on information available to the Company as of the date of this document. Except as required by law or regulation, the Company undertakes no obligation to update any of the forward-looking statements.

No authorisation

No person is authorised to give any information or to make any representation in connection with the Offer or any securities described in this document that are not contained in this document. Any information or representation not contained in, or expressly referenced in, this OIS may not be relied on as having been authorised by the Company in connection with the Offer. Except, and only to the extent, 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 OIS or the Offer.

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Professional advice

You should read this document in its entirety and obtain professional investment advice before accepting and participating in the Offer.

Risks

As is common with all investments there are risks associated with an investment made by accepting the Offer and which should be carefully considered by you. Some of those risks are detailed in this OIS (see Section 6).

Disclaimer

The distribution of this OIS in any jurisdiction other than Australia may be restricted by law. This OIS does not constitute an offer in any jurisdiction or to any person if that offer would be unlawful. Persons who come into possession of this OIS should seek advice on and observe any restrictions on accepting an offer or distributing the OIS. Any failure to comply with restrictions may constitute a violation of applicable securities laws.

More information

If you have any questions about this Offer Information Statement, please contact LMW’s Company Secretary, John Wise, at [email protected] or (02) 8823 6354.

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1	Chairman’s Letter ............................................................................................................................ 5
2	Offer Overview ................................................................................................................................ 6
3	Business Overview........................................................................................................................... 8
4	Strategic objectives and initiatives ................................................................................................ 12
5	Financial Information .................................................................................................................... 13
6	Risk Factors.................................................................................................................................... 15
7	General information ...................................................................................................................... 17
8	Consents ........................................................................................................................................ 18
9	Glossary ......................................................................................................................................... 19

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1 Chairman’s Letter

8 October 2018

Dear Shareholders of Taylor Byrne Holdings Pty Ltd,

The Board of LandMark White Limited (ASX:LMW) ( LMW ) is pleased to offer all shareholders of Taylor Byrne Holding Pty Ltd ( Taylor Byrne ) the following LMW Shares and cash as consideration for the acquisition of 100% of the shares in Taylor Byrne ( Offer ).

The Offer is made to advance LMW’s strategic growth, further cement LMW’s position as the largest ASX listed property valuation services business and accelerate LMW’s regional footprint throughout the eastern seaboard of Australia.

The Offer made is for total consideration value of $10,300,000, payable as:

$5,150,000 cash consideration; and
8,583,333 Shares in LMW, each at a deemed issue price of $0.60 ( Consideration Shares ).

The Consideration Shares will be subject to voluntary escrow arrangements, under which 25% of the Consideration Shares will be released at the expiry of consecutive periods of 6 months, the first of which will commence on the first anniversary of Completion.

Participating in the Offer

This document contains important information on the Offer to assist Taylor Byrne Shareholders in deciding whether to participate in the Offer, including:

 key dates for the Offer; and

instructions outlining how to accept the Offer.

You should read this document carefully and in its entirety, before deciding whether to accept the Offer, including in particular the ‘Risks’ section in this document (Section 6). You should also obtain independent financial advice before deciding whether or not to participate in the Offer.

The Offer closes at 5:00 p.m. AEST on Monday, 15 October 2018 (unless extended by the Board). To participate in the Offer, you will need to ensure that you have accepted the Offer in accordance with the instructions set out in Section 2.

On behalf of the Board and management team, I look forward to welcoming you as a shareholder of LMW and a successful integration of Taylor Byrne’s operations into LMW.

For further information, please contact our Company Secretary as below:

Mr John Wise CFO & Company Secretary [email protected]

Yours faithfully,

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Mr Keith Perrett Chairman

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2 Offer Overview

2.1 Terms of the Offer

LMW is pleased to offer all shareholders who are registered as a holder of shares in Taylor Byrne, as at 5:00 p.m. AEST, Friday, 28 September 2018 (each a Taylor Byrne Shareholder ), 8,583,333 LMW Shares ( Consideration Shares ) and $5,150,000 cash, as the aggregate consideration ( Acquisition Consideration ) for the acquisition of 100% of the shares in Taylor Byrne Holdings Pty Ltd (and its subsidiaries) ( Taylor Byrne ) ( Acquisition ). There are currently 129,704,438 Taylor Byrne shares on issue.

2.2 Overview of Offer

Under the Offer, each Taylor Byrne Shareholder will be issued with one Consideration Share for every 15.111 Taylor Byrne Shares held as at 5:00 p.m., Friday, 28 September 2018. Consideration Shares will be issued at a deemed value of $0.60 per Consideration Share ( Issue Price ). The Offer is non-renounceable, which means that it cannot be transferred to or exercised by any person other than the Taylor Byrne Shareholder to whom the Offer is addressed.

All Consideration Shares issued under the Offer will rank equally with existing LMW Shares, with the rights attached as set out in the Constitution. A copy of LMW’s Constitution may be downloaded from ASX’s website under LMW’s market announcement titled ‘Constitution’, released on 4[th] December 2003.

In particular, each Consideration Share will confer on each Taylor Byrne Shareholder the right to:

attend, speak and vote at meetings of LMW (each LMW Shareholder having the right to one vote on a show of hands and one vote for each LMW Share held on a poll);
subject to the provisions of Section 5.2, any dividend on equal terms with other LMW Shareholders; and
a proportional share of any surplus assets on the winding up of LMW.

2.3 Related Offer Documents

The Offer is being made, and is intended to be accepted and completed, in accordance with the terms and conditions of a Sale and Purchase Agreement between LMW and Taylor Byrne ( SPA ) which, upon execution, will give effect to the Offer.

2.4 Conditions to Offer

Completion of the Offer is conditional on the execution and completion of the SPA.

2.5 Escrow Arrangements

The Consideration Shares will be subject to voluntary escrow, under which 25% of the Consideration Shares will be released at the expiry of consecutive periods of six months, with the first release to occur on the first anniversary of Completion.

Whilst held in escrow, the Consideration Shares cannot be traded or otherwise dealt with by Taylor Byrne Shareholders. This escrow arrangement does not restrict Taylor Byrne Shareholders from accruing benefits associated with the Consideration Shares, such as the right to receive dividends.

2.6 Undertaking Provision

Without limitation to the provisions of the escrow arrangements referred to in Section 2.5, each Taylor Byrne Shareholder that accepts the Offer thereby acknowledges and agrees that Consideration Shares to the value of $1 million (at an issue price of $0.60 each) will remain in escrow for a period concluding on the second anniversary of Completion.

The purpose of that Undertaking Provision is to provide the Company with recourse to the abovementioned Consideration Shares held in escrow, in the event of a breach of any representation or warranty given under the SPA. If necessary, such recourse will be effected through a proportionate reduction and cancellation of some or

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all of each Taylor Byrne Shareholder’s Consideration Shares that have been retained in escrow, for nil consideration.

2.7 Source and Use of Funds

2.7.1 Source of Funds

The cash component of the Acquisition Consideration will be funded out of existing cash reserves and financing facilities from a major Australian bank. Those facilities are being obtained specifically in connection with the Acquisition, and if Completion was not to occur, will not be drawn upon.

2.7.2 Use of Funds

The Consideration Shares, in conjunction with the Cash Consideration, will be used to acquire 100% of the Taylor Byrne Shares upon Completion, as well as pay cost associated with the Acquisition.

2.8 Key Dates

2.8.1 Offer key dates

Offer opens: 8 October 2018 Offer closes: 15 October 2018

The Company reserves the right to vary the Expiry Date.

2.9 Acceptances

Should you wish to accept the Offer, you or your duly authorised attorney, will be required to complete the Offer Acceptance Form which is attached to this OIS.

Taylor Byrne Shareholders may only accept the Offer in respect of 100% (and not a lesser proportion) of their Taylor Byrne Shares. Once a Taylor Byrne Shareholder has accepted the Offer, they will be unable to revoke their acceptance and the contract resulting from their acceptance is binding on them.

2.10 Allocation of Shares

Allocation of Consideration Shares will occur no later than ten (10) Business Days after the date of Completion.

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3 Business Overview

3.1 Capital structure and financial position

3.1.1 Capital structure

LMW has 76,109,944 LMW Shares on issue as at the date of this OIS. As at that date, LMW has no options or any other securities convertible into LMW Shares, on issue.

As a result of the proposed issue of 8,583,333 Consideration Shares on Completion, LMW will have 84,693,277 LMW Shares on issue.

In addition, Enrizen Capital Pty Limited will be issued with 440,834 LMW Shares in addition to receiving a cash payment, in consideration of its advisory services to LMW in connection with the Acquisition and the Offer. For further details see Section 7.1.

3.1.2 Financial position

Set out below is the audited statement of financial position of LMW as at 30 June 2018 and the pro-forma, unaudited statement of financial position immediately following Completion, taking into account the assets and liabilities of Taylor Byrne:

Assets Cash and cash equivalents Term deposits Trade and other receivables Work in progress Other current assets Total current assets Deferred tax assets Term deposits Plant and equipment Intangible assets Investments accounted for using the equity method Total non-current assets Total assets Liabilities Trade and other payables Borrowings Current tax liabilities Employee benefits Provisions Total current liabilities Borrowings Deferred tax liabilities Employee benefits	LMW Audited ($’000) Pro-Forma (Post Acquisition) ($’000) 2,772 4,319 108 375 5,306 7,719 97 97 556 694
	8,839 13,204
	984 1,583 608 608 693 1,117 28,220 37,083 1,417 1,417
	31,922 41,808
	40,761 55,012
	1,946 4,134 58 1,058 110 100 2,555 4,478 - -
	4,669 9,770
	61 4,061 29 29 205 205

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Provisions Total noncurrent liabilities Total liabilities Net assets Equity Issued capital Retained earnings Reserves Total equity	172 172
	467 4,467
	5,136 14,237
	35,625 40,775
	33,893 39,043 1,732 1,732 - -
	35,625 40,775

The above pro-forma financial positions is not intended to be a statement of LMW’s current financial position. Other than as outlined in the above table, these pro-forma financial statements do not include any change in the financial position of LMW since 30 June 2018. Investors should consider all announcements of LMW released to the market since 30 June 2018 when evaluating LMW’s movements in financial position and the effect of the Offer and the Acquisition.

3.2 Corporate and operational structure

LMW comprises wholly owned businesses incorporating commercial, residential and government services along the Eastern seaboard of Australia. In addition, LMW has commercial franchise operations in New South Wales and Queensland, and a joint venture arrangement with LMW Western Australia in which LMW holds a 25% equity interest. LMW has a centralised shared services function which provides corporate support to the abovementioned businesses.

3.2.1 Subsidiaries of LMW

LMW’s subsidiaries at 30 June 2018 are set out below. Unless otherwise stated, they have share capital consisting solely of fully paid ordinary shares that are held directly by LMW. The proportion of ownership interests in a subsidiary held by LMW equals the proportion of voting rights in that subsidiary held by LMW. All subsidiaries are incorporated and operate in Australia only.

	Ownership interest	Ownership interest	Ownership	Ownership
	held by the		interest held by
	Consolidated		non-controlling
		Entity	interests		Principal
Name of entity	2018	2017	2018	2017	activities
	%	%	%	%
LMW (Gold Coast) Pty Ltd	100	100	-	-	Commercial
Formerly LandMark White (Gold Coast) Pty Ltd					valuations
LMW (Brisbane) Pty Ltd	100	100	-	-	Commercial
Formerly LandMark White (Brisbane) Pty Ltd					valuations
LMW (Residential) Pty Ltd	100	100	-	-	Residential
Formerly LMW Residential Pty Ltd					valuations
LMW Group Pty Ltd	100	100	-	-	Franchisor
LMW (Employee Benefits) Pty Ltd	100	100	-	-	Non-trading
Formerly LMW Business Advisory Pty Ltd

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LMW (Melbourne) Pty Ltd	100	100	-	-	Commercial
Formerly LandMark White (Melbourne) Pty Ltd					valuations
LMW Advisory Pty Ltd	100	100	-	-	Non-trading
LMW Hegney Pty Ltd	50	50	50	50	Holder of
					intellectual
					property
LMW Australia Pty Ltd	50	50	50	50	National
					valuation
					contracting
					entity
LMW (Statutory Services) Pty Ltd	100	100	-	-	Government
Formerly MVS Australia Pty Ltd					valuations
LMW (Management) Pty Ltd	100	100	-	-	Non-trading
Formerly Metropolitan Valuations Management Pty
Ltd
MVS National Pty Ltd	100	100	-	-	Non-trading

3.2.2 Interests in associates

LMW’s interests in associates at 30 June 2018 are set out below. Unless otherwise stated, they have share capital consisting solely of fully paid ordinary shares that are held directly by LMW, and the proportion of ownership interests in a subsidiary held by LMW equals the proportion of voting rights in that subsidiary held by LMW. All entities are incorporated and operate in Australia only.

Name of entity LMW (WA) Holdings Pty Ltd Formerly Forrest Street Pty Ltd	2018 2017 2018 2017 Principal activities % % $000 $000 25 12.5 1,417 715 WA valuations

3.3 Locations and services

Prior to the acquisition, LMW (including LMW’s commercial franchise operations in New South Wales and Queensland, and JV arrangement with LMW Western Australia) has over 40 offices across Australia and in excess of 300 staff. LMW offers a wide range of services which include commercial and residential valuations, research and property advice. LMW provides independent valuation advice and related services across all property sectors, to major lenders, corporates, institutions, Government and individuals.

3.4 Directors

The Directors of LMW at the time of this OIS are:

	Position	Date of appointment and
		current status
Keith Perrett	Non-Executive Director Chair of the Board	1/02/18 – current
		25/05/18 - current
Chris Coonan	Executive Director Chief Executive Officer	17/11/16 – current
		17/11/16 - current

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Frank Hardiman
	Non-Executive Director	22/10/16 - current

Stephen Maitland
	Non-Executive Director	1/02/18 - current

Bradley Piltz
	Non-Executive Director	26/09/02 - current

Glen White
	Non-Executive Director	26/09/02 – current

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4 Strategic objectives and initiatives

4.1 Objectives

LMW’s core strategic focus for the remainder of the 2018 calendar year will be to successfully integrate Taylor Byrne’s operations into LMW and to deliver upon the transaction benefits noted below.

The Acquisition is expected to allow for revenue growth between the two companies. The Company believes that the Acquisition will provide material benefit to LMW Shareholders and Taylor Byrne Shareholders whilst delivering a platform for further growth in market share.

Following the Acquisition, the Company will increase its geographic footprint, further supporting its expected growth in market share in the residential, commercial and statutory segments along with the introduction of a strong rural division.

4.2 Initiatives

LMW is targeting growth in the insurance and government services divisions, and Melbourne’s commercial division. This includes targeting substantial statutory campaigns and exploring existing and new opportunities with key insurance clients and partners.

LMW will continue to pursue increase in market share across all property sectors. In particular, LMW is targeting similar residential services earning in FY19, despite a more difficult market.

In addition to integration related objectives, LMW will target:

Expansion of insurance valuations
Expansion of statutory services
Expansion of commercial valuations
Additional merger and acquisition opportunities with non-valuation professional services
Advancement of regional capabilities
Increase in Victorian market share
Continued investment in LMW’s people
Diversification of clients
Diversification of services
Advancement of innovation of client data-analytics tools.

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5 Financial Information

5.1 FY18 Financial Performance

5.1.1 Operational Highlights

The successful integration of MVS and LMW and continued expansion of market share.
The diversification of revenue sources to include statutory services and insurance valuations, in addition to LMW’s traditional mortgage valuations. This has resulted in a broader and more stable spread of revenue sources, with residential valuations (predominantly for bank lending purposes) falling from 67% to 53% of LMW’s revenue.
LMW delivered on expected synergy savings through FY18 whilst continuing to invest in its people, infrastructure and software.

5.1.2 Financial Highlights

LMW announced (see ASX announcement of 14 August 2018):

a 72% increase in revenue to $43.1m reflecting both the impact of the acquisition of MVS in May 2017 and organic growth in its residential business;
a 143% increase in profit before tax to $5.8m, again reflecting the impact of the MVS acquisition together with a full year of synergy savings and improved profits from LMW’s residential business;
a 49% increase in LMW Branded Revenues to $60.2m, including franchised offices and joint venture businesses;
realised synergy savings from budgeted savings arising in connection with the acquisition of MVS on 31 May 2017 in excess of expectations; and
the statutory services business contributed $13.4m of revenue, representing approximately two thirds of the overall growth in revenue demonstrating the diversification away from reliance on mortgage property valuations.

5.1.3 Summary of Results

	FY18 $M	FY17 $M	Change $M	Increase %
LMW Branded Revenue	60.2	40.5	19.7	49%
Owned Revenue	43.2	25.1	18.1	72%
EBITDA	6.6	2.7	3.9	144%
Profit before tax	5.8	2.4	3.4	143%
Profit after tax	4.1	1.6	2.5	155%
Earnings per LMW Share (prior to issue of Consideration Shares)	5.44 cents	5.00 cents	0.44 cents	8%

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Total annual dividends per LMW Share (prior to issue of Consideration Shares)	4.60 cents*	4.50 cents	0.10 cents	2%
*Final fully franked dividend of 2.00 cents declared for FY18

5.2 Dividend

The total dividend for FY18 is 4.6 cents per share compared to 4.5 cents per share for FY17.

Taylor Byrne Shareholders, in their capacity as the holders of Consideration Shares, will not participate in any of the abovementioned dividends in respect of those Consideration Shares. However, as LMW Shareholders after Completion, they will participate in that capacity in regard to all future dividends that may be declared by LMW.

5.3 FY19 Forecasts

For information about the Company’s forecasts for FY19, please refer to the ASX market announcement titled ‘2018 Full Year Results – Investor Presentation’, released on 14th August 2018. This can be found at the following link: https://www.lmw.com.au/investor-center/market-announcements/

Please note that any forecasts or forward looking statements that have been disclosed do not incorporate any consideration of the proposed Acquisition.

5.4 Financial Report

Set out in Annexure A is a copy of the audited Financial Report of LMW for FY18. It is recommended that all Taylor Byrne Shareholders and their advisers review the Financial Report prior to any decision being made by a Taylor Byrne Shareholder as to whether or not to participate in the Offer.

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6 Risk Factors

6.1 Overview

LMW’s business is subject to risk factors specific to the business which it conducts and also those affecting businesses in general. These may affect the future operating performance of LMW and the value of the investment in the Company. This section is intended to be a summary of certain key risks to LMW’s business, not an exhaustive list of all possible risks.

6.2 General Investment Risks

6.2.1 Investing in shares

Once the Consideration Shares are quoted on the ASX, their price may rise or fall and they may trade at prices below or above the Issue Price. There also can be no assurance that the Consideration Shares will be traded actively. Similarly to other listed entities, LMW’s Shares may be affected by factors that are unrelated to the operating performance or underlying value of the Company, such as domestic and international economic conditions. These fluctuations may adversely affect the price of the Consideration Shares.

6.2.2 General Economic Conditions

LMW’s operation and financial performance is affected by general economic business conditions including inflation levels, interest rates, exchange rates, government fiscal and monetary policies in the jurisdictions in which LMW operates. A sustained decline in general economic conditions, such as an increase in interest rates, could be expected to have a material adverse effect on LMW’s operation and financial standing.

6.2.3 Taxation risks

Changes to tax law in Australia or other jurisdictions in which LMW and its shareholders operate may affect LMW and LMW Shareholders. Personal tax liabilities are the responsibility of each individual investor and LMW has no responsibility for taxation or taxation penalties incurred by LMW Shareholders.

6.3 Risks specific to LMW

In addition to the general risks above, the Board considers that there are a number of specific factors that should be taken into account before Taylor Byrne Shareholders make their investment decision regarding the Offer. These specific risks are as follows:

6.3.1 Completion Risk

The Offer is subject to completion of the Acquisition. The SPA contains a number of provisions surrounding termination rights for both LMW and the Taylor Byrne Shareholders. LMW may have a right to terminate the SPA in certain situations where:

(a) a warranty given by the Taylor Byrne Shareholders under the SPA ( Vendor Warranty ) is, or becomes, untrue, incomplete, misleading, deceptive or likely to mislead;
(b) LMW becomes aware of anything which, in its opinion, has given or could give rise to, a breach of a Vendor Warranty; or
(c) a Taylor Byrne Shareholder gives notice of a Material Adverse Change.

Additionally, either party may have a right to terminate the SPA if:

(d) a Taylor Byrne Shareholder is subject to an insolvency event; or
(e) a Government Authority makes or issues any direction, order, notice or other requirement which has the effect of prohibiting Completion.

If the Acquisition does not complete, the Offer will not proceed.

6.3.2 Key Management Personnel

LMW relies on the talent and experience of its key management personnel. It may be difficult to replace key management personnel, or to do so in a timely manner or at comparable expense. Additionally, any key management personnel of LMW, who leave to work for a competitor, may adversely impact LMW. LMW’s

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ability to attract and retain suitable staff may impact upon service standards to clients, relationships with suppliers and on operating performance more generally. Additionally, increases in recruitment, wages and contractor costs, or employment related claims or industrial disputes, may adversely impact upon the financial performance of LMW.

6.3.3 Capital Funding and Requirements

Additional capital or liquidity may be required in the future to meet capital requirements, fund organic growth or pay for mergers and acquisitions. Additional funding may not be available on suitable terms or conditions at the time required.

6.3.4 Escrow of Consideration Shares

As set out in Sections 2.5 and 2.6, the Consideration Shares offered under this document will be subject to escrow arrangements and are to be released in increments, the first being 12 months from Completion, and thereafter in subsequent 25% tranches over the course of the following 18 months. Accordingly, the Consideration Shares will not be tradeable by the Taylor Byrne Shareholders unless and until they are released from escrow and therefore will be incapable of being traded or otherwise dealt with, such as being made the subject of a mortgage, until the time of release from escrow. Additionally, there is a risk that whilst escrowed, the trading price of LMW Shares could decline from the deemed issue price of the Consideration Shares at the date of issue and upon sale, the Taylor Byrne Shareholders may not receive their expected or desired price for those Consideration Shares.

6.3.5 Integration Risk

There is a risk that the integration of Taylor Byrne may be more complex than currently anticipated, or that it may encounter unexpected challenges or issues and take longer than expected, divert management attention or not deliver the expected benefits. As a result, LMW’s operating and financial performance may be affected. Other specific integration risks include differences in the management culture of the two companies and a general inability to achieve synergy benefits and cost savings.

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7 General information

7.1 Costs of the Offer and Acquisition

Purpose1	Amount ($)
ASX	38,000
ASIC	2,000
Corporate advisory and due diligence2, 3	110,000
Legal	80,000
Total	230,000

No fees, commissions or charges will be payable by any Taylor Byrne Shareholder in connection with the issue of Consideration Shares or the receipt of Cash Consideration, as a result of either an acceptance of the Offer or Completion.
Includes fees payable to corporate advisory services provided in relation to the Acquisition and the Offer, and for corporate advisory and financial due diligence services.
In addition, Enrizen Capital Pty Limited will be issued 440,834 LMW Shares at a deemed issue price of $0.60, as partial payment for corporate advisory services provided in relation to the Acquisition and the Offer.

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8 Consents

Each of the directors of LMW has given and not withdrawn their consent before the date of this OIS, to the issue of this OIS and to its lodgement with ASIC.

William Buck, Chartered Accountants, as the auditors of LMW, has not made the Offer, nor has it made any statement that is included in this OIS or any statement upon which a statement made in this OIS is based, except as specified below. William Buck, Chartered Accountants, to the maximum extent permitted by law, expressly disclaims, and takes no responsibility for, any part of this OIS, other than the reference to its name and a statement included in this OIS with the consent of that party, as specified below:

William Buck Chartered Accountants has given its consent, and has not withdrawn its consent before the date of this OIS, to the inclusion in this OIS of its report on the financial statements for the year ended 30 June 2018.

Lodged with the full authority of the Board of Directors of LMW.

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Mr Keith Perrett

8 October 2018

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9 Glossary

Acquisition The acquisition by LMW of all Taylor Byrne Shares. Acquisition Consideration The Cash Consideration and Consideration Shares. Board The board of directors of LMW. AEST Australian Eastern Standard Time. ASX Listing Rule The listing rules of the Australian Securities Exchange, as amended from time to time. Auditor William Buck ABN 16 021 300 521. Business Day Any day on which banks are open for and conduct normal operations in New South Wales. Cash Consideration $5,150,000 payable to the Taylor Byrne Shareholders in accordance with the Offer. Completion Means the completion of the sale and purchase of the Taylor Byrne Shares as agreed between LMW and the Taylor Byrne Shareholders. Consideration Shares The LMW Shares that will be issued to the Taylor Byrne Shareholders as part of the Acquisition Consideration. Constitution The Constitution of LMW as amended from time to time. Expiry Date 15 October 2018 or such later date as is determined by the Board. FY17 The 12 consecutive month period ending 30 June 2017. FY18 The 12 consecutive month period ending 30 June 2018. Government Authority Any governmental, semi-governmental, municipal, statutory, judicial or quasi-judicial authority, department, agency, body, entity, organisation, commission or tribunal. LMW LandMark White Limited ACN 102 320 329. LMW Share A fully paid ordinary share in the issued capital of LMW. LMW Shareholder A holder of an LMW Share. Material Adverse Change Means, in respect of a party to the Acquisition, a matter, event or circumstance that has caused, or could reasonably be expected to cause, individually, or when aggregated with other such matters, events or circumstances, a material adverse change in the financial condition or results of operations of the relevant party’s business, from the financial condition or results of operations recorded in the accounts of that party. MVS MVS National. Offer The offer by LMW to acquire all of the Taylor Byrne Shares in consideration for the issue of the Consideration Shares and the payment of the Cash Consideration. OIS or document This Offer Information Statement. SPA The share purchase agreement intended to be executed on or about 8 October 2018 between LMW and each of the Taylor Byrne Shareholders. Taylor Byrne Taylor Byrne Holdings Pty Ltd ACN 126 882 684. Taylor Byrne Group Member Taylor Byrne or any subsidiary or related body corporate of Taylor Byrne. Taylor Byrne Share A fully paid ordinary share in the issued capital of Taylor Byrne. Taylor Byrne Shareholder A person registered as at the Expiry Date as being a holder of a Taylor

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Byrne Share.

Voluntary Restriction Agreement

The agreement between each Taylor Byrne Shareholder that accepts the Offer and LMW in connection with the retention in escrow of that Taylor Byrne Shareholder’s Consideration Shares.

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ANNEXURE A – AUDITED FINANCIAL REPORT OF LMW

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LandMark White Limited ABN 50 102 320 329

Annual financial statements 30 June 2018

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ANNUAL FINANCIAL REPORT – 30 JUNE 2018

Directors’ report ................................................................................................................................................................................... 2 Auditors independence declaration............................................................................................................................................... 12 Consolidated statement of profit or loss and other comprehensive income ..................................................................... 13 Consolidated balance sheet ............................................................................................................................................................. 14 Consolidated statement of changes in equity ............................................................................................................................ 15 Consolidated statement of cash flows ......................................................................................................................................... 16 Notes to the consolidated financial statements ......................................................................................................................... 17 How numbers are calculated .......................................................................................................................................................... 18 Risk ......................................................................................................................................................................................................... 32 Group structure .................................................................................................................................................................................. 37 Unrecognised items ........................................................................................................................................................................... 40 Other information .............................................................................................................................................................................. 41 Directors declaration ......................................................................................................................................................................... 56 Independent auditors report to the members ............................................................................................................................ 57 ASX additional information .............................................................................................................................................................. 62

LandMark White Limited 30 June 2018

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DIRECTORS’ REPORT

The Directors present their report together with the financial report of the Consolidated Entity, being LandMark White Limited (“the Company”) and its controlled entities, for the year ended 30 June 2018 and the auditor’s report thereon.

Directors

The Directors of the Company in office at any time during or since the end of the financial year are:

Keith Perrett	Keith Perrett brings to the board strong experience in strategy development,
Independent Director	government relations, stakeholder engagement and business development. He
Chair of the Board 25/5/18 – current	also has a strong business and government network, particularly within New South Wales & Queensland.
Non-Executive director 1/2/18 - current	He is currently Non-Executive Chairman of Silver Mines Ltd (ASX:SVL) and has previously held positions as the Chairman of the Grains Research and Development Corporation (GRDC), the National Rural Advisory Council (NRAC),
Audit & Risk Committee	the Wheat Research Foundation (WRF), and President of the Grains Council of
22/2/18 - current	Australia.
Nominations &
Remuneration Committee
22/2/18 - current
Chair of Nominations &
Remuneration Committee
25/5/18 - current
Chris Coonan	In his current role, Chris works with and is responsible to the board for the
Executive Director 17/11/16 – current	strategic direction of the Company and the effective implementation of strategic initiatives as well as the operations of the Consolidated Entity for all shareholders.
Chief Executive Officer 17/11/16 - current	Chris Coonan has been employed by the Company since 2003 and has been responsible for the significant growth in the very successful residential valuation
	business.
	Chris is an Associate of the Australian Property Institute and has a proven track
	record with staff management and innovation along with a collaborative
	leadership style.
	During the past 3 years, he has not acted as a director of any other Australian
	listed public company.
Frank Hardiman	Frank was Chief Financial Officer of LMW from 28 February 2011 and Company
Executive Director 21/3/16 – 21/10/16	Secretary from 16 March 2011 until his retirement from both positions on 21 October 2017.
Non-Executive Director 22/10/16 – current	Prior to joining the company, Frank was Chief Financial Officer and Company Secretary of publicly listed Konekt Limited for 2 years and prior to that Chief Financial Officer for 16 years of the publicly listed PPK Group Limited (formerly
Audit & Risk Committee	Plaspak Group Limited).
28/2/17 - current	Frank has over 23 years’ experience in Chief Financial Officer roles with listed
	public companies during which time he has been involved in numerous
	acquisitions and disposals as well as company floats.
	Frank has a Bachelor of Business Degree with an accounting major from
	University of Technology Sydney, is a registered tax agent and a Fellow of CPA
	Australia.
	During the past 3 years, he has not acted as a director of any other Australian
	listed public company.

LandMark White Limited 30 June 2018

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Stephen Maitland	Stephen Maitland OAM RFD has over 45 years’ experience in the banking and
Independent Director	finance industries and is currently a director QInsure Ltd and several private
Non-Executive director	companies.
1/2/18 - current	He is an independent member of several audit and compliance committees and is
Audit & Risk Committee 22/2/18 – current	the principal of Delphin Associates, a business consultancy firm specialising in strategic planning, risk management, corporate governance and business transition.
Chair of Audit & Risk Committee 25/5/18 - current	Stephen has a degree in Economics and Masters’ degrees in Business and Law. He is a Fellow of the Australian Institute of Company Directors, CPA Australia; the Governance Institute of Australia; and a Senior Fellow of the Financial
Nominations &	Services Institute of Australia
Remuneration Committee 22/2/18 - current	During the past 3 years, he has been a non-executive director of ASX-listed Centrepoint Alliance Ltd.
Bradley Piltz	Brad has been involved in financial and property markets since 1975 and was a
Non-Executive Director	co-founder of LandMark White.
26/9/02 – current	In addition to extensive experience with the Commonwealth Bank, Brad has
Nominations & Remuneration Committee 26/9/02 – current	acted for major corporations and government instrumentalities providing advice from portfolio analysis to property acquisition, disposal and tenancy requirements.
	Brad has acted in court as an expert witness; is highly experienced in rental
Audit & Risk Committee	determinations; prepared educational valuation materials; lectured in valuation;
26/9/02 - 25/5/18	and appeared on Sydney radio and television providing property market
	commentary.
	He is a fellow of the Australian Property Institute and a member of the Australian
	Institute of Company Directors.
	During the past 3 years, he has not acted as a director of any other Australian
	listed public company.
Glen White	A co-founder of LandMark White’s practice, Glen was a registered valuer with
Non-Executive Director 26/9/02 - current	over 40 years’ extensive experience in the real estate industry throughout Queensland and New South Wales.
Chair of the Board 1/12/16 – 25/5/18	Working in both the public and private sectors, Glen commenced his valuation career in 1968 and gained experience with the Queensland Lands Department, National Mutual Life Association and with a private valuation firm before working
Nominations &	in the Queensland practice that has become LandMark White since the 1980s.
Remuneration Committee
26/9/02 - 25/5/18	Prior to retirement, Glen was a fellow of the Australian Property Institute.
Audit & Risk Committee	During the past 3 years, he has not acted as a director of any other Australian
26/9/02 - 25/5/18	listed public company.

Directors Meetings

The number of directors’ meetings held and the number of meetings attended by each of the directors (when a director) of the Company during the financial year are:

					Nominations &	Nominations &
	Board		Audit & Risk	Committee	Remuneration	Committee
Director	Held	Attended	Held	Attended	Held	Attended
Glen White	12	11	1	1	1	1
Brad Piltz	12	12	2	2	2	2
Frank Hardiman	12	12	2	2	-	-
Chris Coonan	12	12	-	-	-	-
Stephen Maitland	5	5	1	1	1	1
Keith Perrett	5	5	1	1	1	1

LandMark White Limited 30 June 2018

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Company particulars

LandMark White Limited is incorporated in Australia.

The address of the registered office is Level 6, 55 Clarence Street, Sydney, NSW 2000.

Corporate Governance Statement

LandMark White Limited and the board are committed to achieving and demonstrating the highest standards of corporate governance. LandMark White Limited has reviewed its corporate governance practices against the Corporate Governance Principles and Recommendations (3rd edition) published by the ASX Corporate Governance Council.

The 2018 Corporate Governance Statement is dated as at 30 June 2018 and reflects the corporate governance practices in place at the end of the 2018 financial year. The 2018 Corporate Governance Statement was - approved by the board on 23 August 2018 and can be viewed at http://www.lmw.com.au/corporate governance/w1/i1001782/

Principal activities

The principal activity of the Consolidated Entity during the course of the financial year was property valuation. There were no significant changes in the nature of the activities of the Consolidated Entity during the year.

Review of operations

The board of LandMark White Limited announced a 72% increase in revenues reflecting both the impact of the acquisition of MVS in May 2017 and organic growth in our residential business.

Profit before tax increased 143% - again reflecting the impact of the MVS acquisition together with a full year of synergy savings and improved profits from our residential business.

Dividends

The Board has declared a final fully franked dividend of 2.0 cents per share payable on 19 September 2018. The total dividend for FY18 is 4.6 cents per share compared to 4.5 cents per share for FY17.

LMW has maintained a consistent level of fully franked dividends since listing in 2003. With a significant surplus of franking credits, dividends should continue to be fully franked for the foreseeable future.

Business Overview

The results for the year demonstrate the successful integration of MVS and LMW continuing to build its market share.

The diversification of revenue sources to include statutory services and insurance valuations, in addition to our traditional mortgage valuations, will provide LMW with more stable revenues through the property cycles.

LMW delivered on expected synergy savings through FY18 and continues to invest in our people, infrastructure and software which will continue to provide efficiencies in the future.

Outlook

LMW is well placed for improved profitability for FY19. We have successfully integrated the acquired MVS business and realised anticipated synergy savings. We continue to grow market share and expand our services in the non-mortgage sector and are actively looking for acquisitions in both the valuation and adjacent property services business lines.

LandMark White Limited 30 June 2018

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Dividends

Dividends paid and payable by the Company since the end of the previous financial year were:

	Cents per	Total Amount
Type	share	$	Franked/Unfranked	Date of payment
Declared and paid during	2.25	$1,708,445	Franked at tax rate of 30%	3 October 2017
the year:	2.6	$1,978,858	Franked at tax rate of 30%	5 April 2018
Declared after end of	2.0	$1,522,199	Franked at tax rate of 30%	19 September 2018
year:

The financial effect of the dividend declared after year end has not been brought to account in the financial statements for the year ended 30 June 2018.

Events subsequent to the end of the reporting period

A fully franked dividend of 2.0 cents per share was declared by Directors on 13 August 2018, to be paid on 19 September 2018. There have been no other events subsequent to the end of the reporting period which affect the results contained in the financial statements or the continuing operations of the Consolidated Entity.

State of affairs

There have been no significant changes in the state of affairs of the Consolidated Entity that occurred during the year under review.

Likely Developments

Refer to the Outlook included in this Directors Report above.

Environmental regulation

The operations of the Consolidated Entity are not subject to any particular and significant environmental regulation under a law of the Commonwealth or of a State or Territory.

LandMark White Limited 30 June 2018

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REMUNERATION REPORT - AUDITED

Nominations & Remuneration Committee

A major role of the Nominations & Remuneration Committee is to ensure that the remuneration policies and outcomes achieve an appropriate balance between the interests of LandMark White shareholders and rewarding and motivating executives and employees in order to achieve their long-term commitment to the Consolidated Entity. The committee meets as required.

The members of the Nominations & Remuneration Committee during the year were:

Name	Changes during year	Independent	Non-executive
Current members
Keith Perrett	Member from 22 February 2018	Y	Y
	Chair from 25 May 2018
Stephen Maitland	Member from 22 February 2018	Y	Y
Brad Piltz		N	Y
Past members
Glen White	Chair and member until 20 June 2018	N	Y
Frank Hardiman	Member until 25 May 2018	N	Y

Remuneration policies

Remuneration levels are competitively set to attract and retain appropriately qualified and experienced directors and senior executives. Remuneration packages of executives and the Chief Executive Officer include a mix of fixed remuneration and performance-based remuneration. The executive remuneration structures set out below are designed to reward increases in the Consolidated Entity’s net profit and earnings per share.

The remuneration of the Consolidated Entity’s senior executives includes a mix of fixed and performance-based incentives. The fixed component consists of base remuneration, allowances and superannuation. The performance-based component is a cash bonus based on a share of a fixed percentage of the level of profit of the executives’ operational division(s). The performance-based component of the remuneration of the Chief Executive Officer is based on a fixed percentage of the increase in the level of profit after tax of the Consolidated Entity. The board considers that the performance-linked incentive is appropriate as it directly aligns the individuals reward with the Consolidated Entity’s performance.

In considering the Consolidated Entity’s performance, the board has regard to the following indices in respect of the current financial year and previous years.

the current financial year and previous	years.
	2018	2017	2016	2015	2014
	$000	$000	$000	$000	$000
Services revenue	43,157	25,068	22,849	19,731	18,279
Net profit to equity holders of the
Company	4,140	1,626	1,659	779	1,167
The factors that are considered to
affect total shareholders return are
summarised below:
Dividends declared (per share)	$0.046	$0.045	$0.045	$0.0375	$0.0350
Share price at the end of the period	$0.555	$0.625	$0.52	$0.50	$0.435
Change in share price	($0.070)	$0.105	$0.02	$0.065	$0.135

Non-executive directors are paid an annual fee for their service on the board and committees which is determined by the Nominations & Remuneration Committee. Total remuneration for all non-executive directors is not to exceed $400,000 per annum as approved by the shareholders. Non-executive directors’ total salary & fees for the year were $113,330. These fees include statutory superannuation. Non-executive directors do not receive bonuses nor are they currently entitled to be issued with options on securities in the Consolidated Entity.

LandMark White Limited 30 June 2018

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Non-executive directors do not receive any retirement benefits other than statutory superannuation payments. Non-executive directors do not receive separate fees for committee memberships.

The Consolidated Entity has a policy that prohibits those that are granted share-based payments as part of their remuneration from being compensated for changes in value of the underlying securities.

Directors’ and senior executive officers’ remuneration

Details of the nature and amount of each major element of the remuneration of each member of key management personnel are:

		Short term	Short term	Post-employment	Post-employment	Long	term
						Movement	Share
						in long	based
		Salary &	Bonus	Superannuation	Termination	term	payment		Performance	Share
Name	Year	Fees	(b)	benefits	benefits	benefits	settled	Total	related	based
		$	$	$	$	$	$	$	%	%
Non-executive directors
G White	2018	36,528	-	3,470	-	-	-	39,998	-	-
	2017	6,666	-	33,332	-	-	-	39,998	-	-
B Piltz	2018	36,528	-	3,470	-	-	-	39,998	-	-
	2017	36,528	-	3,470	-	-	-	39,998	-	-
F Hardiman1	2018	-	-	-	-	-	-	-	-	-
	2017	-	-	-	-	-	35,616	35,616	100%	100%
S Maitland5	2018	16,667	-	-	-	-	-	16,667	-	-
	2017	-	-	-	-	-	-	-	-	-
K Perrett5	2018	16,667	-	-	-	-	-	16,667	-	-
	2017	-	-	-	-	-	-	-	-	-
Executive directors
C Coonan2	2018	228,311	56,235	22,760	-	4,370	-	311,676	18%	-
	2017	228,311	26,350	26,633	-	12,748	46,143	340,185	21%	14%
F Hardiman3	2018	-	-	-	-	-	-	-	-	-
	2017	36,871	-	34,538	-	-	10,527	81,936	13%	13%
Other key management personnel
J Wise4	2018	182,641	22,831	19,520	-	561	-	225,553	10%	+
	2017	140,493	-	13,347	-	402	-	154,242	-	-

From 22 October 2016. FY18 remuneration was prepaid due to the early vesting of performance rights with the acquisition of MVS
CEO from 12 April 2016 and director from 17 November 2016
Director from 21 March 2016, CFO & Company Secretary until 21 October 2016.
CFO & Company Secretary from 26 September 2016
Appointed 1 February 2018

Notes in relation to the table of directors’ and executive officers’ remuneration

(a) Analysis of options included in remuneration

Option & Performance Rights - Share Based Payments

The directors at their discretion allocate share options or performance rights that entitle key management personnel and senior employees to purchase shares in the entity. The terms of the options including vesting conditions and performance criteria vary depending upon the incentive arrangements appropriate for key management personnel and senior employees and are a part of an approved Employee Share Acquisition Scheme, which was approved by shareholders at the 2016 Annual General Meeting.

Options

There were no options outstanding at the dated of this report (2017: nill).

LandMark White Limited 30 June 2018

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Performance Rights

Performance rights may be granted under the LMW Group Performance Rights and Option Plan which was approved by shareholders at the 2016 Annual General Meeting. The Plan allows the Company to grant options or rights to selected key employees to acquire ordinary shares in the Company. Participants are required to satisfy performance and service conditions at the time of the offer. The exercise price for performance rights is nil. Rights cannot be transferred and are not quoted on the ASX.

No performance rights were granted during the year and no performance rights exist as at 30 June 2018.

Vesting and exercise of performance rights issued during prior years

Effective 30 June 2017, 132,000 performance rights held by Chris Coonan and 150,000 performance rights held by John Wise were cancelled as the rights did not vest due to the non-achievement of performance hurdles in the year ended 30 June 2017.

(b) Analysis of bonuses included in remuneration

Short-term incentive cash bonuses were awarded to the CEO Chris Coonan and CFO John Wise.

The remuneration of the Chief Executive Officer includes a mix of fixed and performance-based incentives. The fixed component consists of base remuneration, allowances and superannuation. The performance-based component is a cash bonus based on a fixed percentage of the increase in the level of profit after tax of the Consolidated Entity. The board considers that the performance-linked incentive is appropriate as it directly aligns the individual’s reward with the Consolidated Entity’s performance.

Due to the nature of the performance-based component of the Chief Executive Officer’s remuneration estimates of the minimum and maximum total value of the cash bonus in future financial years is unable to be determined. There have been no alterations of the terms and conditions of the Chief Executive Officer’s cash bonus since grant date.

The remuneration of the Chief Financial Officer includes a mix of fixed and performance-based incentives. The fixed component consists of base remuneration, allowances and superannuation. The performance-based component is a cash bonus based on non-financial KPI’s and qualitative assessment of performance. The performance-based incentives are not tied to the financial performance of the consolidated entity.

Director / Key
Management		Cash Bonus	Cash Bonus	Financial Year the cash
Personnel	Vesting date	Paid / Payable	Forfeited	bonus was paid / is payable
Chris Coonan	30 June 2018	100%	-	2018
John Wise	30 June 2018	100%	-	2018

Contracted Commitment

Chris Coonan (CEO) and John Wise (CFO) are employed by the Company under ongoing employment contracts. The notice periods and termination payments provided for under these contracts are as follows:

Director / Key		Termination
Management	Notice Period	Payment
Personnel	Months	$
Chris Coonan	6	125,000
John Wise	1	16,667

The termination payments are not provided for in the financial statements.

LandMark White Limited 30 June 2018

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Beneficial interest of directors in shares & options

Movement in shares

The movement during the reporting period in the number of ordinary shares in the Company held directly, indirectly, or beneficially by each key management personnel including their personally related entities is as follows:

follows:
			Vesting &
			exercise of
	Held at		Performance	Exercise of		Held at
2018	1 July 2017	Purchases	Rights	options	Sales	30 June 2018
Directors
Glen White	10,720,134	150,000	-	-	-	10,870,134
Brad Piltz	4,047,414	453,870	-	-	-	4,501,284
Frank Hardiman	374,949	-	-	-	-	374,949
Chris Coonan	325,000	-	-	-	-	325,000
Stephen Maitland	-	91,2981	-	-	-	91,298
Keith Perrett	-	-	-	-	-	-

Held on 1 February 2018 when Stephen Maitland was appointed a director of the Company

			Vesting &
			exercise of
	Held at		Performance	Exercise of		Held at
2017	1 July 2016	Purchases	Rights	options	Sales	30 June 2017
Directors
Glen White	9,470,134	1,250,000	-	-	-	10,720,134
Brad Piltz	3,252,444	794,970	-	-	-	4,047,414
Frank Hardiman	31,218	93,731	250,000	-	-	374,949
Chris Coonan	-	75,000	250,000	-	-	325,000

The executive officers named are those who are directly accountable and responsible for the strategic direction and operational management of the Consolidated Entity. The Directors are of the opinion that only the executive officers detailed above meet the definition of key management personnel as set out in AASB 124 Related Party Disclosures.

Director Related Entity

The Consolidated Entity did not enter into any transactions with a director related entity in either of the years ended 30 June 2018 or 30 June 2017.

END OF REMUNERATION REPORT

Proceedings on behalf of the consolidated entity

During the financial year and in the interval between the end of the financial year and the date of this report the Consolidated Entity has made no application for leave under Section 237 of the Corporations Act 2001.

No person has applied for leave of court to bring proceedings on behalf of the Consolidated Entity or intervene in any proceeding to which the Consolidated Entity is a party for the purpose of taking responsibility on behalf of the Consolidated Entity for all or any part of these proceedings. The Consolidated Entity was not a party to any such proceedings during the year.

LandMark White Limited 30 June 2018

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Directors’ Interests

The relevant interest of each director in the shares issued by the Company as notified by the Directors to the Australian Securities Exchange in accordance with S205G(1) of the Corporations Act 2001, at the date of this report is as follows:

report is as follows:
		Performance Rights over
	OrdinaryShares	OrdinaryShares
Glen White	10,870,134	-
Brad Piltz	4,501,284	-
Frank Hardiman	374,949	-
Chris Coonan	325,000	-
Stephen Maitland	91,298	-
Keith Perrett	-	-

Share Options

Shares under option

There were no unissued ordinary shares of LandMark White Limited under option on the date of the report (2017: Nil).

Shares issued on exercise of options

There were no options exercised during the year (2017: 1,000,000 options exercised).

Indemnification and Insurance of officers and auditors

Officers

The Consolidated Entity has agreed to indemnify all current Directors of LandMark White Limited to the maximum extent permitted by law against any liability incurred by them by virtue of their holding office as an officer of the Consolidated Entity other than:

a liability owed to the Consolidated Entity or a related body corporate of the Company;
a liability for a pecuniary penalty order under section 1317G of the Law or a compensation order under section 1317H of the Law; or
a liability owed to a person other than the Consolidated Entity that did not arise out of conduct in good faith.

Since the end of the previous financial year, the Consolidated Entity has paid premiums in respect of Directors and Officers liability insurance, for all past, present, or future directors, secretaries, officers or employees of the Consolidated Entity. Conditions of the Insurance policy restrict disclosure of the premium amount.

The insurance premiums relate to:

costs and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome
other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.

Further details of insurance policies have not been disclosed as the policies prohibit such disclosure.

Auditors

The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the Company or any related entity against a third-party liability incurred by the auditor.

During the year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company or any related entity.

LandMark White Limited 30 June 2018

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Rounding of Amounts

The Consolidated Entity has applied the relief available under ASIC Instrument 2016/191 and accordingly, amounts in the financial statements and directors’ report have been rounded to the nearest thousand dollars, or in certain cases, to the nearest dollar.

Auditors Independence Declaration under Section 307C of the Corporations Act 2001

The auditor’s independence declaration is set out on page 12 and forms part of the Directors’ Report for the financial year ended 30 June 2018.

Non-audit services

During the year, William Buck, the Company’s auditor, has performed certain other services in addition to their statutory duties.

The board has considered the non-audit services provided during the year by the auditor and in accordance with written advice provided by resolution of the Audit & Risk Committee, is satisfied that the provision of those nonaudit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:

all non-audit services were subject to the corporate governance procedures adopted by the Consolidated Entity and have been reviewed by the Audit & Risk Committee to ensure that they do not impact the integrity and objectivity of the auditors; and
the non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a management or decision-making capacity for the Consolidated Entity, acting as an advocate for the Consolidated Entity or jointly sharing risks and rewards.

Details of the amounts paid to the auditors of the Consolidated Entity, William Buck, and its related practices for audit and non-audit services provided during the year are set out below:

Statutory audit Service other than statutory audit Preparation & lodgement of taxation returns Due diligence for acquisition of associated entity Completion accounts review for acquired entities	2018 $ 2017 $ 120,870 98,500
	10,000 9,535 12,000 - 2,000 23,875
	22,000 33,410

This report is made in accordance with a resolution of the directors.

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Keith Perrett Director

Dated at Sydney this 23[rd] day of August 2018

LandMark White Limited 30 June 2018

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LandMark White Limited

Auditor’s independence declaration under section 307c of the Corporations Act 2001

I declare that, to the best of my knowledge and belief during the year ended 30 June 2018 there have been:

No contraventions of the auditor independence requirements as set out in the Corporations Act 2001 in relation to the audit; and
No contraventions of any applicable code of professional conduct in relation to the audit.

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William Buck Chartered Accountants ABN 16 021 300 521

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L E. Tutt Partner

Sydney, 23 August 2018

CHARTERED ACCOUNTANTS & ADVISORS Sydney Ofice Level 29, 66 Goulburn Street Sydney NSW 2000 Telephone: +61 2 8263 4000

Parramatta Ofice Level 7, 3 Horwood Place Parramatta NSW 2150 PO Box 19 Parramatta NSW 2124 Telephone: +61 2 8836 1500 williambuck.com

William Buck is an association of independent firms, each trading under the name of William Buck across Australia and New Zealand with affiliated offices worldwide. Liability limited by a scheme approved under Professional Standards Legislation other than for acts or omissions of financial services licensees.

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

Note Revenue from rendering of services 1 Other income 3(a) Expenses from operating activities: Employee expenses Report presentation expenses Marketing expenses Communications expenses Insurance expenses Administration expenses Occupancy expenses Depreciation and amortisation expenses Impairment of intangible assets 6(b) Reversal of deferred consideration payable 6(b) Other expenses from operating activities Results from operating activities Finance income 3(b) Finance expense 3(b) Finance income - net Share of net profit of associates accounted for using the equity method Profit before tax Income tax expense 4 Profit for the year attributable to owners of the parent Total other comprehensive income (net of tax) Total comprehensive income for the year attributable to owners of the parent Basic earnings per share 21(a) Diluted earnings per share 21(b)	2018 $000 2017 $000 42,452 24,472 705 596
	43,157 25,068
	30,204 17,318 1,800 1,200 413 355 382 263 1,133 915 424 625 1,256 1,022 792 313 8,700 - (8,700) - 1,100 681
	37,504 22,692
	5,653 2,376 62 15 (14) (3)
	48 12
	106 - 5,807 2,388 (1,667) (762)
	4,140 1,626 - -
	4,140 1,626
	$0.054 $0.050 $0.054 $0.050

The above statement of profit or loss and other consolidated income should be read in conjunction with the accompanying notes.

LandMark White Limited 30 June 2018

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CONSOLIDATED BALANCE SHEET

Assets Note Cash and cash equivalents 5(a) Term deposits 5(b) Trade and other receivables 5(c) Work in progress 6(d) Other current assets 6(e) Total current assets Deferred tax assets 6(c) Term deposits 5(b) Plant and equipment 6(a) Intangible assets 6(b) Investments accounted for using the equity method 13(b) AFS financial assets 5(d) Total non-current assets Total assets Liabilities Trade and other payables 5(e) Borrowings 5(f) Deferred consideration 5(g) Current tax liabilities 5(h) Employee benefits 6(f) Provisions 6(g) Total current liabilities Borrowings 5(f) Deferred tax liabilities 5(c) Deferred consideration 5(g) Employee benefits 6(f) Provisions 6(g) Total noncurrent liabilities Total liabilities Net assets Equity Issued capital 7 Retained earnings Reserves Total equity 7	2018 $000 2017 $000 2,772 5,745 108 2,592 5,306 5,294 97 53 556 650
	8,839 14,334
	984 1,279 608 322 693 626 28,220 36,991 1,417 - - 715
	31,922 39,933
	40,761 54,267
	1,946 2,979 58 154 - 2,037 110 1,367 2,555 3,441 - 60
	4,669 10,038
	61 114 29 16 - 8,700 205 224 172 123
	467 9,177
	5,136 19,215
	35,625 35,052
	33,893 33,773 1,732 1,279 - -
	35,625 35,052

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

LandMark White Limited 30 June 2018

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Balance at 1 July 2016 Total comprehensive income Shares issued Issue costs (net of tax) Dividends to shareholders Net share-based compensation benefit Balance at 30 June 2017	Share Capital $000 Share Option Reserve $000 Retained Earnings $000 Total Equity $000 6,050 322 1,229 7,601 - - 1,626 1,626 28,729 (507) - 28,222 (1,006) - - (1,006) - - (1,576) (1,576) - 185 - 185
	33,773 - 1,279 35,052

Balance at 1 July 2017	33,773 - 1,279 35,052
Total comprehensive income	- - 4,140 4,140
Shares issued	120 - - 120
Issue costs (net of tax)	- - - -
Dividends to shareholders	- - (3,687) (3,687)
Net share-based compensation benefit	- - - -
Balance at 30 June 2018	33,893 - 1,732 35,625

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

LandMark White Limited 30 June 2018

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CONSOLIDATED STATEMENT OF CASH FLOWS

Cash flows from operating activities Note Cash receipts in the course of operations Cash payments in the course of operations Interest received Interest paid Dividends received (Increase) / Decrease in security deposits Income tax paid Net cash provided by operating activities 8(a) Cash flows from investing activities Payments for plant and equipment 6(a) Payments for intangible assets 6(b) Purchase of investments - Deferred consideration paid 12(a) - Acquisition of associated entity 13(b) Decrease / (Increase) in surplus cash on term deposit Net cash used in investing activities Cash flows from financing activities Shares issued Repayment of borrowings Dividends paid 11(a) Net cash (used) / provided from in financing activities Net (decrease) / increase in cash and cash equivalents held Cash and cash equivalents at beginning of the year Cash and cash equivalents at the end of the year 5(a)	2018 $000 2017 $000 47,307 29,615 (42,825) (24,211) 62 15 (14) (3) 125 72 (302) 51 (2,616) (822)
	1,737 4,717
	(346) (140) (448) (536) (2,037) (14,215) (663) - 2,500 (2,500)
	(994) (17,391)
	- 18,669 (149) (7) (3,567) (1,343)
	(3,716) 17,319
	(2,973) 4,645 5,745 1,100
	2,772 5,745

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

LandMark White Limited 30 June 2018

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

How numbers are calculated .......................................................................................................................................................... 18	How numbers are calculated .......................................................................................................................................................... 18
1	Revenue ....................................................................................................................................................................... 18
2	Material profit or loss items .................................................................................................................................... 18
3	Other income and expense items ......................................................................................................................... 19
4	Income tax expense .................................................................................................................................................. 20
5	Financial assets and financial liabilities ................................................................................................................ 21
6	Non-financial assets and liabilities ........................................................................................................................ 25
7	Equity ............................................................................................................................................................................ 31
8	Cash flow information .............................................................................................................................................. 32
Risk ......................................................................................................................................................................................................... 32
9	Significant estimates & judgements ...................................................................................................................... 32
10	Financial risk management ...................................................................................................................................... 33
11	Capital management ................................................................................................................................................. 35
Group structure .................................................................................................................................................................................. 37
12	Business combinations ............................................................................................................................................. 37
13	Interests in other entities ........................................................................................................................................ 38
Unrecognised items ........................................................................................................................................................................... 40
14	Contingent liabilities ................................................................................................................................................. 40
15	Commitments ............................................................................................................................................................. 40
16	Guarantees .................................................................................................................................................................. 41
17	Events occurring after the reporting period ....................................................................................................... 41
Other information .............................................................................................................................................................................. 41
18	Related party transactions ...................................................................................................................................... 41
19	Share-based payments ............................................................................................................................................. 42
20	Remuneration of auditors ....................................................................................................................................... 42
21	Earnings per share ..................................................................................................................................................... 43
22	Parent entity financial information ....................................................................................................................... 43
23	Summary of significant accounting policies ........................................................................................................ 44
24	Changes to accounting policies ............................................................................................................................. 55

LandMark White Limited 30 June 2018

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HOW NUMBERS ARE CALCULATED

This section provides additional information about those individual line items in the financial statements that the directors consider most relevant in the context of the operations of the entity, including:

a) accounting policies that are relevant for an understanding of the items recognised in the financial statements. These cover situations where the accounting standards either allow a choice or do not deal with a particular type of transaction
b) analysis and sub-totals, including segment information
c) information about estimates and judgements made in relation to particular items.
1 Revenue

Revenue
Revenue from rendering of services Recovery of disbursements Recharge of shared services to licensees	2018 $000 2017 $000 41,705 23,619 193 293 554 560
	42,452 24,472

(a) Measurement of revenue

Revenues are recognised at fair value of the consideration received net of the amount of goods and services tax (GST) payable to the taxation authority. Exchanges of goods or services of the same nature and value without any cash consideration are not recognised as revenues.

During the year, the Consolidated Entity recognised revenue from the rendering of services using the percentage of completion method. In determining the amount of revenue to be recognised, the Directors of the Consolidated Entity are required to exercise judgement in determining the percentage of completion of relevant contracts.

(b) Timing of recognition

Revenue from the rendering of services is recognised in the period in which the services are provided:

where it is probable that the compensation will flow to the entity;
the amount to be received can be reliably measured; and
the stage of completion of the contract can be reliably measured.

2 Material profit or loss items

The Consolidated Entity has identified a number of items which are material due to the significance of their nature and/or amount. These are listed separately here to provide a better understanding of the financial performance of the Consolidated Entity.

erformance of the Consolidated Entity.
Notes Impairment of intangible assets 2(a) Reversal of deferred consideration 2(b)	2018 $000 2017 $000 8,700 - (8,700) -
	- -

(a) Revision of deferred consideration

The provisional amounts recognised in the 30 June 2017 financial statements on the acquisition of MVS National included estimated deferred contingent consideration of $8,700,000. The deferred consideration was contingent upon the performance of the acquired business over the period from 1 January 2017 through to 30 June 2020 with the maximum deferred consideration calculated based on the performance for the calendar year ended 31 December 2017. The actual performance of the acquired business for the calendar year 31 December

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2017 was lower than initially estimated and as a result the deferred consideration will no longer be payable and accordingly has been released to the Statement of Profit or Loss and Other Comprehensive Income.

(b) Impairment of intangible assets

As a result of the reduced performance of the acquired business for the calendar year ended 31 December 2017 the carrying value of Goodwill and Customer Relationships relating to the acquisition of MVS National has been tested as at 31 December 2017.

Based upon the estimated recoverable amount of the cash generating unit associated with the Government Services goodwill, an impairment charge of $8,700,000 has been recognised through the Statement of Profit or loss and Other Comprehensive Income.

3 Other income and expense items

This note provides a breakdown of the items included in ‘other income’ and ‘finance income and expenses’. Information about specific profit and loss items (such as gains and losses in relation to the sale of plant & equipment) is disclosed in the related balance sheet notes.

(a) Other income

a) Other income
Licence fee income Dividends received Sundry income	2018 $000 2017 $000 610 513 58 72 37 11
	705 596

Licence fee income represents fees charged to non-controlled entities which have been licenced to use the LMW brand and systems. Licence fees are charged as a percentage of revenue earned by the licensee.

Licence fee income is recognised when the right to receive the income has been established.

Dividend income is recognised when the right to receive the dividend has been declared by the entity in which the Consolidated Entity has an investment.

(b) Finance income and expenses

b) Finance income and expenses
Interest income Interest expense	2018 $000 2017 $000 62 15 (14) (3)
	48 12

Finance income comprises interest income on funds invested.

Interest income is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. Interest income is recognised as it accrues in the Statement of Profit & Loss and Other Comprehensive Income, using the effective interest method.

Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions and impairment losses recognised on financial assets. All borrowing costs are recognised in the Statement of Profit & Loss and Other Comprehensive Income using the effective interest method.

LandMark White Limited 30 June 2018

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4 Income tax expense

This note provides an analysis of the Consolidated Entity’s income tax expense, shows what amounts are recognised directly in equity and how the tax expense is affected by non-assessable and non-deductible items. It also explains significant estimates made in relation to the Consolidated Entity’s tax position.

(a) Income tax expense

a) Income tax expense
Current tax Current year Adjustments for prior years Total current tax expense Deferred income tax Decrease in deferred tax assets (note 6(c)) Increase / (decrease) in deferred tax liabilities (note 6(c)) Total deferred tax expense Income tax expenses b) Reconciliation of income tax expense to prima facie tax payable Profit from continuing operations before tax Prima facie income tax expense calculated at 30% on profit (2017: 30%) Increase/(decrease) in income tax expense due to: Non-deductible entertainment Non-deductible acquisition costs Deduction for share based cost charged to reserves Share of profit of associate Fully franked dividend Adjustments for prior years Income tax expense	2018 $000 2017 $000 1,412 702 (53) -
	1,359 702
	295 90 13 (30)
	308 60
	1,667 762
	2018 $000 2017 $000 5,807 2,388
	1,742 716 27 25 - 118 - (75) (32) - (17) (22)
	1,720 762 (53) -
	1,667 762

(b) Reconciliation of income tax expense to prima facie tax payable

(c) Amounts recognised directly in equity

Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss or other comprehensive income but directly debited or credited to equity:

ther comprehensive income but directly debited or credited to equity:
Deferred tax arising from share issue costs	2018 $000 2017 $000 - (431)
	- (431)

LandMark White Limited 30 June 2018

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5 Financial assets and financial liabilities

This note provides information about the Consolidated Entity’s financial instruments, including:

an overview of all financial instruments held by the Consolidated Entity
specific information about each type of financial instrument
accounting policies
information about determining the fair value of the instruments, including judgements and estimation uncertainty involved.

The Consolidated Entity holds the following financial instruments:

he Consolidated Entity holds the following financial instruments:
Note Financial assets at amortised cost Cash and cash equivalents 5(a) Term deposits 5(b) Trade and other receivables 5(c) AFS financial assets 5(d) Note Financial liabilities at amortised cost Trade and other payables 5(e) Borrowings 5(f) Deferred consideration 5(g) a) Cash and cash equivalents Cash at bank and on hand Cash and cash equivalents in the Statement of Cash Flows Access was available at the reporting date to the following lines of credit: Available: Bank overdraft Unused at reporting date: Bank overdraft	2018 $000 2017 $000 2,772 5,745 108 2,592 5,306 5,294 - 715
	8,186 14,346
	2018 $000 2017 $000 1,946 2,979 119 154 - 2,037
	2,065 5,170
	2018 $000 2017 $000 2,772 5,745
	2,772 5,745
	1,200 1,200
	1,200 1,200
	1,200 1,200
	1,200 1,200

(a) Cash and cash equivalents

The bank overdraft facility may be drawn at any time and may be terminated by the bank without notice. It is secured via fixed and floating charges over the assets and business of the Consolidated Entity.

(b) Term deposits

Term deposits that have a maturity of three months or less from the date of acquisition, which do not provide security for long term commitments (for example property lease guarantees) and are repayable with 24 hours’ notice with no loss of interest are included in cash and cash equivalents.

Term deposits that do not satisfy these requirements are recorded as separate financial assets.

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(c) Trade and other receivables

c) Trade and other receivables
Trade receivables Less: provision for impairment Other receivables	2018 $000 2017 $000 5,331 5,368 (113) (88) 88 14
	5,306 5,294

(i) Classification as trade and other receivables

Trade receivables are amounts due from customers for services performed in the ordinary course of business. Other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. If collection of the amounts is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets. Trade receivables are generally due for settlement within 30 days and therefore are all classified as current. The Consolidated Entity’s impairment and other accounting policies for trade and other receivables are outlined in notes 10(a) and 23(k) respectively.

(ii) Fair values of trade and other receivables

Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value.

(iii) Impairment and risk exposure

Information about the impairment of trade and other receivables, their credit quality and the Consolidated Entity’s exposure to credit risk, foreign currency risk and interest rate risk can be found in note 10.

(d) Available for sale financial assets

d) Available for sale financial assets
Investment in unlisted entity	2018 $000 2017 $000 - 715
	- 715

The 2017 investment represented a 12.5% equity interest in an unlisted company, LMW (WA) Holdings Pty Ltd (formerly Forrest Street Pty Ltd).

LMW (WA) Holdings Pty Ltd is a small private company whose equity instruments are not traded in an active market and whose stand-alone financial statements are not subject to a statutory audit resulting in the inability to reliably measure the fair value of the Consolidated Entity’s investment using present value techniques due to the unavailability of reliable data. Therefore, the investment in LMW (WA) Holdings Pty Ltd was stated at cost less impairment charges.

Effective 1 January 2018, the Company increased its investment to 25% and from this date the investment has been accounted for as an associate in accordance with Australian Accounting Standard AASB 128. Details of the investment are disclosed in note 13(b).

(e) Trade and other payables

e) Trade and other payables
Current Trade payables Other payables and accrued expenses	2018 $000 2017 $000 981 1,523 965 1,456
	1,946 2,979

Trade payables are unsecured and are usually paid within 30 days of recognition.

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The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their short-term nature.

(f) Borrowings

f) Borrowings
Current Short term loan Lease liabilities Non-Current Lease liabilities	2018 $000 2017 $000 - 99 58 55
	58 154
	61 114
	61 114

Secured liabilities

Lease liabilities are effectively secured as the rights to the leased assets recognised in the financial statements revert to the lessor in the event of default.

evert to the lessor in the event of default.
Finance lease commitments Within one year One year or later and no later than five years Later than five years Future finance charges Recognised as a liability Current Non-current g) Deferred consideration Current Deferred consideration Non-current Deferred consideration	2018 $000 2017 $000 64 64 62 121 - -
	126 185 (7) (16)
	119 169
	58 55 61 114
	119 169
	2018 $000 2017 $000 - 2,037
	- 8,700

(g) Deferred consideration

The deferred consideration related to the acquisition of MVS National effective 31 May 2017. The current portion was paid during the current financial year and the non-current portion released to the Statement of Profit or Loss and Other Comprehensive Income during the current financial year. See note 2.

(h) Current tax liabilities

Current Tax liability	2018 $000 2017 $000 110 1,367

The current tax liability for the Consolidated Entity of $110,000 (2017: $1,367,000) represents the amount of income taxes payable in respect of current and prior financial periods. In accordance with the tax consolidation

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legislation, LandMark White Limited as the head entity of the Australian tax-consolidated group has assumed responsibility for the current tax asset/liability initially recognised by the members in the tax-consolidated group.

Income tax on the Statement of Profit & Loss and Other Comprehensive Income for the year comprises current and deferred tax. Income tax is recognised in the Statement of Profit & Loss and Other Comprehensive Income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.

The Company and its wholly-owned Australian resident entities have formed a tax-consolidated group with effect from 1 July 2003 and are therefore taxed as a single entity from that date. The head entity within the taxconsolidated group is LandMark White Limited.

(i) Tax consolidation

Current tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences of the members of the tax-consolidated group are recognised in the separate financial statements of the members of the tax-consolidated group using the group allocation approach by reference to the carrying amounts of assets and liabilities in the separate financial statements of each entity and the tax values applying under tax consolidation.

Any current tax liabilities (or assets) and deferred tax assets arising from unused tax losses of the subsidiaries are assumed by the head entity in the tax-consolidated group and are recognised as amounts payable (receivable) to (from) other entities in the tax-consolidated group in conjunction with any tax funding arrangement amounts (refer below). Any difference between these amounts is recognised by the Company as an equity contribution or distribution.

The Company recognises deferred tax assets arising from unused tax losses of the tax-consolidated group to the extent that it is probable that future taxable profits of the tax-consolidated group will be available against which the tax losses can be utilised.

Any subsequent period adjustments to deferred tax assets arising from unused tax losses as a result of revised assessments of the probability of recoverability are recognised by the head entity only.

(ii) Nature of tax funding arrangements and tax sharing arrangements

The head entity, in conjunction with other members of the tax-consolidated group, has entered into a tax funding arrangement which sets out the funding obligations of members of the tax-consolidated group in respect of tax amounts. The tax funding arrangements require payments to/from the head entity equal to the current tax liability (asset) assumed by the head entity and any tax-loss deferred tax asset assumed by the head entity, resulting in the head entity recognising an inter-entity receivable (payable) equal in amount to the tax liability (asset) assumed. Any such inter-entity receivables (payables) are at call.

Contributions to fund the current tax liabilities are payable as per the tax funding arrangement and reflect the timing of the head entity’s obligation to make payments for tax liabilities to the relevant tax authorities.

The head entity in conjunction with other members of the tax-consolidated group has also entered into a tax sharing agreement. The tax sharing agreement provides for the determination of the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement as payment of any such amounts under the tax sharing agreement is considered remote.

LandMark White Limited 30 June 2018

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6 Non-financial assets and liabilities

This note provides information about the Consolidated Entity's non-financial assets and liabilities, including:

specific information about each type of non-financial asset and non-financial liability
plant and equipment (note 6(a))
intangible assets (note 6(b))
deferred tax balances (note 6(c))
work in progress (note 6(d))
employee benefit obligations (note 6(f))
provisions (note 6(g))
accounting policies
information about determining the fair value of the assets and liabilities, including judgements and estimation uncertainty involved.
(a) Plant & equipment

(a) Plant & equipment
Cost Balance at 1 July 2016 Acquisition of controlled entities Additions Disposals Balance at 30 June 2017	Office Equipment $000 Furniture and Fittings $000 Leasehold Improvements $000 Total $000 2,762 233 945 3,940 101 25 207 333 134 6 - 140 (2,369) (216) (685) (3,270)
	628 48 467 1,143

Balance at 1 July 2017	628 48 467 1,143
Additions	253 10 83 346
Disposals	(13) - - (13)
Balance at 30 June 2018	868 58 550 1,476
Accumulated Depreciation Balance at 1 July 2016 Acquisition of controlled entities Depreciation charge for the year Disposals Balance at 30 June 2017	2,516 219 808 3,543 31 8 38 77 125 3 36 164 (2,368) (216) (683) (3,267)
	304 14 199 517

Balance at 1 July 2017	304 14 199 517
Depreciation charge for the year	186 10 77 273
Disposals	(7) - - (7)
Balance at 30 June 2018	483 24 276 783
Carrying Amounts 1 July 2016 30 June 2017	246 14 137 397 324 34 268 626
1 July 2017	324 34 268 626
30 June 2018	385 34 274 693

(i) Recognition and measurement

Items of plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses (see accounting policy Note 23(n)).

When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of plant and equipment.

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Gains and losses on disposal of an item of plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of plant and equipment and are recognised net within “other income” in the Statement of Profit & Loss and Other Comprehensive Income.

(ii) Depreciation

Depreciation is charged to the Statement of Profit & Loss and Other Comprehensive Income on a straightline basis over the estimated useful lives of each part of an item of plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives, unless it is reasonably certain that the Consolidated Entity will obtain ownership by the end of the lease term.

The estimated useful lives in the current and comparative periods are as follows:

office equipment 2-5 years
• furniture and fittings 4-5 years • leasehold improvements life of the lease or 10 years

The residual value, the useful life and the depreciation method applied to an asset are reassessed at least annually.

(b) Intangible assets

b) Intangible assets
Notes Goodwill (i) – (v) Customer relationships (i) – (v) Computer software (vi) Trademarks (vii)	2018 $000 2017 $000 17,205 32,405 10,000 3,500 973 1,044 42 42
	28,220 36,991

Customer relationships relate to an assessment of the value of contractual and other relationships within acquired businesses. These assets have an indefinite useful life as it is not possible to forecast if, or when, these relationships will end. Accordingly, the value of customer relationships is not amortised, however it is tested for impairment annually.

(i) Goodwill & customer relationships

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Consolidated Entity.

Where the acquired subsidiary has significant long-term contracts or other customer relationships the future value of these relationships is assessed and is included as an asset in the fair value above of assets transferred.

Goodwill on the acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Goodwill is allocated to cash generating units for the purpose of impairment testing. The allocation is made to those cash generating units or groups of cash generating units that are expected to benefit from the business combination in which the goodwill arose.

(ii) Subsequent expenditure

Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred.

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(iii) Impairment tests for goodwill & customer relationships

Goodwill & customer relationships have infinite useful lives and are not amortised. The goodwill & customer relationships amounts are tested for impairment annually by estimating the recoverable amount of the cash generating units based on value in use.

The following cash generating units have significant carrying amounts for goodwill & customer relationships:

elationships:
Goodwill Commercial valuations Residential valuations Government Services Customer relationships Government Services Movement in Goodwill Balance at 1 July Acquisition of controlled entity Adjustment to provisional amounts recognised on the acquisition of MVS National on 31 May 2017 Impairment charge Balance at 30 June Movement in customer relationships Balance at 1 July Acquisition of controlled entity Adjustment to provisional amounts recognised on the acquisition of MVS National on 31 May 2017 Balance at 30 June	2018 $000 2017 $000 1,833 1,833 7,074 7,074 8,298 23,498
	17,205 32,405
	10,000 3,500
	10,000 3,500
	32,405 4,918 - 27,487 (6,500) - (8,700) -
	17,205 32,405
	3,500 - - 3,500 6,500 -
	10,000 3,500

(iv) Revision of provisional amounts recognised

(v) Impairment charge

As a result of the reduced performance of the acquired business for the calendar year ended 31 December 2017 the carrying value of Goodwill & Customer Relationships relating to the acquisition of MVS National was tested for impairment as at 31 December 2017. Based upon the estimated recoverable amount of the cash generating unit associated with the Government Services goodwill, an impairment charge of $8,700,000 has been recognised through the Statement of Profit or Loss and Other Comprehensive Income.

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The key assumptions and the approach to determining the value in use when estimating the recoverable amount of a cash generating unit are:

Assumption How determined

Cash flows The forecast 5-year cash flows are based on forecast results for the year ended 30 June 2018. The 2018 forecast forms the basis of cash flows in subsequent financial years adjusted based on the following assumptions determined on management’s past experience:

no increase in revenues and overheads expenses in the first year and 3% increase in the years after
increase in employee expense calculated as 50%-60% of the increase in revenue since the prior year
terminal value at the end of year 5 based on year 5 cash flows.

Discount rate The discount rate adopted was a pre-tax rate of 12% (2017: 12%) and was based on the current risk-free interest rate, industry and business specific risk factors, market borrowing rates and investor expected returns.

On forecast 5-year cash flows, there would not be any impairment until the discount rate reached 60% for Residential, 37% for Commercial and 13% for Government. In this scenario, all other variables are unchanged.

(vi) Computer software

vi) Computer software
Movement in computer software Balance at 1 July Acquisition of controlled entities Additions Amortisation Balance at 30 June	2018 $000 2017 $000 1,044 209 - 449 448 535 (519) (149)
	973 1,044

Costs incurred in developing products or systems and costs incurred in acquiring software and licences that will contribute to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems. Costs capitalised include external direct costs of materials and service and direct payroll and payroll related costs of employees’ time spent on the project.

Amortisation is calculated on a straight-line basis over periods generally ranging from 3 to 5 years.

IT development costs include only those costs directly attributable to the development phase and are only recognised following completion of technical feasibility and where the entity has an intention and ability to use the asset.

use the asset.
(vii) Trademarks Balance at 1 July Additions Amortisation Balance at 30 June	2018 $000 2017 $000 42 41 - 1 - -
	42 42

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(c) Deferred tax balances

Deferred tax assets and liabilities are attributable to the following:

eferred tax assets and liabilities are attributable to the following:
Recognised deferred tax assets Employee provisions Doubtful debts provision Accruals Operating lease provisions Make good provisions Performance rights S40-880 “black hole” expenditure Provision for restructuring Other Recognised deferred tax liabilities Work in progress	2018 $000 2017 $000 606 739 34 26 30 24 25 18 26 36 – - 259 345 - 86 4 5
	984 1,279
	(29) (16)
	(29) (16)

Movement in temporary differences during the year

	Balance 1 July 17 $000 Recognised in Profit & Loss $000 Acquisitions $000	Recognised in Equity $’000 Balance 30 June 18 $000
Deferred tax assets
Employee provisions	739 (133) -	- 606
Doubtful debts	26 8 -	- 34
Accruals	24 6 -	- 30
Operating lease provisions	18 7 -	- 25
Make good provisions	36 (10) -	- 26
S40-880 “black hole” expenditure	345 (86) -	- 259
Provision for restructuring	86 (86) -	- -
Other	5 (1) -	- 4
	1,279 (295) -	- 984

Deferred tax liabilities
Work in progress	(16) (13) -	- (29)
Deferred tax assets Employee provisions Doubtful debts Accruals Operating lease provisions Make good provisions Performance rights S40-880 “black hole” expenditure Provision for restructuring Other Deferred tax liabilities Work in progress	Balance 1 July 16 $000 Recognised in Profit & Loss $000 Acquisitions $000 427 42 270 4 14 8 18 6 - 1 17 - 24 - 12 75 (75) - - (86) - - - 86 13 (8) -	Recognised in Equity $’000 Balance 30 June 17 $000 - 739 - 26 - 24 - 18 - 36 - - 431 345 - 86 - 5
	562 (90) 376	431 1,279
	(46) 30 -	- (16)

LandMark White Limited 30 June 2018

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(d) Work in progress

(d) Work in progress
Work in progress (e) Other current assets Prepaid expenses (f) Employee benefit obligations Current Annual leave Long service leave Restructuring provision Bonus Non-current Long service leave (g) Provisions Current Make good Non-Current Operating lease Make Good Balance at 1 July 2016 Acquisition of controlled entity Reversal during year Increase during year Balance at 30 June 2017	Operating Lease $000 4 - (4) 62	2018 $000 2017 $000 97 53
		2018 $000 2017 $000 556 650
		2018 $000 2017 $000 1,063 1,137 752 881 - 286 740 1,137
		2,555 3,441
		205 224
		2018 $000 2017 $000 - 60
		84 62 88 61
		172 123
		Make Good $000 Total $000 79 83 42 42 - (4) - 62
	62	121 183

Balance at 1 July 2017	62	121 183
Utilised during year	-	(88) (88)
Reversal during year	-	(11) (11)
Increase during year	22	66 88
Balance at 30 June 2018	84	88 172

LandMark White Limited 30 June 2018

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(i) Operating lease

Provisions are made in order to straight line the minimum lease payments for the rental of office space over the total lease periods.

(ii) Make good

The provision has not been discounted to its present value as the effect is not material. It is expected that the expense will be incurred in a 5-year period.

7 Equity

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share on a poll at meetings of the Company. On a show of hands, every shareholder present at a meeting or by proxy is entitled to one vote. There are currently 76,109,944 ordinary fully paid shares on issue (2017: 75,930,855). Shares have no par value, and the Company does not have a limited amount of capital.

Share Capital Balance at 1 July 2016 Issued via Dividend Reinvestment Plan Exercise of options Exercise of performance rights Issued during year in relation to the acquisition of MVS Valuers Issued to vendors Rights issue Capital raising To advisors Transaction costs arising on share issues Deferred tax credit recognised directly in equity Balance as 30 June 2017	Number $000 27,669,201 6,050 378,125 233 1,000,000 460 1,000,000 507 12,166,670 7,300 6,131,497 3,679 26,614,529 15,967 970,833 583 - (1,437) - 431
	75,930,855 33,773
Issued via Dividend Reinvestment Plan	179,089 120
Balance at 30 June 2018	76,109,944 33,893

LandMark White Limited 30 June 2018

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8 Cash flow information

(a) Reconciliation of profit after income tax to net cash inflow from operating activities

Note
Profit for the period after tax
Adjustments for the period
Depreciation & amortisation
Options / perf rights expense
Share of profits of associates not received as dividends
Doubtful debts
(Profit) / Loss on disposal of fixed assets
Changes in assets & liabilities during the period net of amounts
relating to acquisition of controlled entities
(Increase)/decrease in security deposits
(Increase)/decrease in receivables
(Increase)/decrease in work in progress
6(d)
(Increase)/decrease in deferred tax assets
6(c)
(Increase)/decrease in other assets
Increase/(decrease) in payables
5(e)
Increase/(decrease) in provision for income tax
5(h)
Increase/(decrease) in deferred tax liabilities
6(c)
Increase/(decrease) in employee provisions
6(f)
Increase/(decrease) in other provisions
6(g)
Net cash from operating activities

2018
$000
2017
$000
4,140
1,626
792
309
-
185
(39)
-
46
15
6
6

4,945
2,141
(302)
51
(58)
2,021
(44)
99
295
115
94
(39)
(1,033)
598
(1,257)
(122)
13
(30)
(905)
(175)
(11)
58

1,737
4,717

RISK

This section of the notes discusses the Consolidated Entity’s exposure to various risks and shows how these could affect the Consolidated Entity’s financial position and performance.

9 Significant estimates & judgements

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Consolidated Entity’s accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgements is included in notes 1 to 0 together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving significant estimates or judgements are:

Impairment of goodwill (note 6(b))
Provisions (note 6(g))
Recognition of revenue (note 1)

LandMark White Limited 30 June 2018

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10 Financial risk management

This note explains the Consolidated Entity’s exposure to financial risks and how these risks could affect the Consolidated Entity’s future financial performance. Current year profit and loss information has been included where relevant to add further context.

Risk	Exposure arising from	Measurement	Management
Credit risk	Cash and cash	Ageing analysis	Diversification of bank
	equivalents, trade	Credit ratings	deposits
	receivables and held-to-		Credit limits
	maturity investments
Liquidity risk	Borrowings and other	Rolling cash flow	Availability of borrowing
	liabilities	forecasts	facilities
Interest rate risk	Long-term borrowings at	Sensitivity analysis	Interest rate swaps
	variable rates

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Chief Executive Officer and Chief Financial Officer are responsible for developing and monitoring risk management policies.

Risk management policies are established to identify and analyse the risks faced by the Consolidated Entity, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Consolidated Entity’s activities. The Consolidated Entity, through their training and management standards and procedures, aim to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Consolidated Entity’s Audit Committee oversees how management monitors compliance with the Consolidated Entity’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Consolidated Entity.

(a) Credit Risk

Credit risk is the risk of financial loss to the Consolidated Entity if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Consolidated Entity’s receivables from wholesale and retail clients.

Trade and other receivables

The Consolidated Entity’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Consolidated Entity’s customer base, including the default risk of the industry and country, in which clients operate, has less of an influence on credit risk. However, geographically there is no concentration of credit risk within Australia.

The Consolidated Entity has established a credit policy under which each new customer is analysed individually for creditworthiness before the Consolidated Entity’s standard payment and delivery terms and conditions are offered. Credit limits are established for each customer, these limits are reviewed regularly. Clients which fail to meet the Consolidated Entity’s benchmark creditworthiness are placed on a restricted customer list and may transact with the Consolidated Entity only on a prepayment basis.

In monitoring customer credit risk, clients are grouped according to their credit characteristics, including whether they are an individual or legal entity, whether they are a wholesale, retail or end-user customer, geographic location, industry, ageing profile, maturity and existence of previous financial difficulties. The Consolidated Entity’s trade and other receivables relate mainly to the Consolidated Entity’s retail clients. The Consolidated Entity does not require collateral in respect of trade and other receivables.

The Consolidated Entity has established an allowance for impairment that represents their estimate of incurred losses in respect of trade and other receivables and investments.

LandMark White Limited 30 June 2018

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Exposure to credit risk

The carrying amount of the Consolidated Entity’s financial assets represents the maximum credit risk exposure.

The Consolidated Entity’s maximum exposure to credit risk at the end of the reporting period was:

he Consolidated Entity’s maximum exposure to credit risk at the end of the	reporting period was:
Trade and other receivables Cash and cash equivalents Term deposits & other The Consolidated Entity’s maximum exposure to credit risk for trade and other receivables before impairment losses at the end of the reporting period by type of customer was: Financial clients Non-financial clients Government non-financial clients The Consolidated Entity’s most significant clients included the following amounts within trade and other receivables carrying amounts: An Australian financial client An Australian Government non-financial client	2018 $000 2017 $000 5,306 5,294 2,772 5,745 716 2,914
	8,794 13,953
	2,404 3,256 662 1,228 2,265 884
	5,331 5,368
	257 711 2,109 730

Impairment Losses

The aging of the Consolidated Entity’s trade and other receivables at the end of the reporting period was:

he aging of the Consolidated Entity’s	trade and other receivables at the end of the reporting period was:
Not past due Past due 0-30 days Past due 31-120 days Past due 121-365 days	Gross Impairment Gross Impairment 2018 $000 2018 $000 2017 $000 2017 $000 3,821 - 4,629 - 1,298 - 372 - 88 - 244 - 124 113 123 88
	5,331 113 5,368 88

The movement in the allowance for impairment in respect of trade receivables during the year was as follows:

he movement in the allowance for impairment in respect of trade receivables	during the year was as follows:
Balance at 1 July Acquisition of controlled entities Increase in provision Balance at 30 June	2018 $000 2017 $000 88 12 - 28 25 48
	113 88

Based on historic default rates, the Consolidated Entity believes that no impairment allowance is necessary in respect of trade receivables not past due or past due by up to 120 days. The Consolidated Entity's policy is to enforce upfront payment from clients who do not have a good credit history or from those who are relatively unknown. Accordingly, the trade receivables balance is comprised of clients that have no previous history of poor credit with the Consolidated Entity.

LandMark White Limited 30 June 2018

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(b) Liquidity risk

Liquidity risk is the risk that the Consolidated Entity will not be able to meet its financial obligations as they fall due. The Consolidated Entity’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Consolidated Entity’s reputation.

Typically, the Consolidated Entity ensures that it has sufficient cash on demand to meet expected operational expenses for a period of 45 to 60 days, including the servicing of financial obligations; this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting arrangements:

excluding the impact of netting arrangements:
Non-derivative financial liabilities	Carrying amount Contractual cash flows 6 months or less $000 $000 $000
30 June 2018
Trade and other payables	1,946 1,946 1,946
Bonus liability	740 740 740
Borrowings	119 119 119
Deferred consideration	- - -
	2,805 2,805 2,805
30 June 2017 Trade and other payables Bonus liability Borrowings Deferred consideration	2,979 2,979 2,979 1,137 1,137 1,137 268 268 127 2,037 2,037 2,037
	6,421 6,421 6,280

(c) Interest risk

Interest rate risk is the risk that changes in interest rates will affect the Consolidated Entity’s income or the value of its holdings of financial instruments. The objective of interest rate risk management is to manage and control interest rate risk exposures within acceptable parameters, while optimising the return.

Interest rate risk is managed by seeking to maximise the yield achieved on cash held at bank.

At the end of the reporting period the interest rate profile of the Consolidated Entity’s interest-bearing financial instruments was:

Variable rate instruments Financial assets (carrying amount)	2018 $000 2017 $000 2,772 5,745

(d) Cash flow sensitivity analysis for rate instruments

The impact of interest rate changes on the profitability of the Consolidated Entity is likely to be immaterial.

(e) Fair values

The Directors consider that the fair value of financial assets and financial liabilities of the Consolidated Entity approximate their carrying amount.

11 Capital management

The board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board of Directors monitors the return on capital, which the Consolidated Entity defines as net operating income divided by total shareholders’ equity. The board compares this to general relevant returns that would be available to alternate use of funds such as property and

LandMark White Limited 30 June 2018

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general stock market returns available at the time but does not specifically benchmark them. The Board of Directors also monitors the dividend yield to ordinary shareholders and compares them to general ASX listed returns at the time but does not specifically benchmark them.

There were no changes in the Consolidated Entity’s approach to capital management during the year. The Consolidated Entity is not subject to externally imposed capital requirements given the absence of borrowings.

(a) Dividends

(i) Ordinary shares

Dividends recognised in the current and prior years by the Company are:

Cents per share	Total amount $000 Franked/ unfranked Date of Payment
2018
Final 2017 ordinary 2.25	1,708 Franked 3 October 2017
Interim 2018 ordinary 2.60	1,979 Franked 5 April 2018
	3,687
2017 Final 2016 ordinary 3.25 Interim 2017 ordinary 2.25	916 Franked 4 October 2016 661 Franked 6 April 2017 1,577

(ii) Franked dividends

Dividends declared or paid during the year were fully franked at the tax rate of 30%. (2017: 30%)

After the end of the reporting period, the directors have declared a final dividend of 2.00 cents per share, representing $1,522,199 fully franked and payable on 19 September 2018. The financial effect of this dividend has not been brought to account in the financial statements for the year ended 30 June 2018. The declaration and subsequent payment of dividends has no income tax consequences.

Dividend franking account 30% franking credits available to shareholders of LandMark White Limited for subsequent financial years	Company 2018 $000 Company 2017 $000 2,299 1,838

The above available amounts are based on the balance of the dividend franking account at the end of the reporting period adjusted for:

(a) franking credits that will arise from the payment of the current tax liabilities;
(b) franking debits that will arise from the payment of dividends recognised as a liability at the year-end; and
(c) franking credits that will arise from the receipt of dividends recognised as receivables by the tax consolidated group at the year-end.

The ability to utilise the franking credits is dependent upon there being sufficient available profits to declare dividends. The impact on the dividend franking account of dividends proposed after the end of the reporting period but not recognised as a liability is to reduce it by $652,000 (2017: $732,000).

LandMark White Limited 30 June 2018

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GROUP STRUCTURE

This section provides information which will help users understand how the group structure affects the financial position and performance of the Consolidated Entity as a whole. In particular, there is information about:

changes to the structure that occurred during the year as a result of business combinations and the disposal of a discontinued operation
transactions with non-controlling interests, and
interests in joint operations.

A list of significant subsidiaries is provided in note 13. This note also discloses details about the Consolidated Entity’s equity accounted investments.

12 Business combinations

(a) Summary of acquisition

On 31 May 2017 the parent entity acquired 100% of the issued share capital of MVS Australia Pty Ltd, Metropolitan Valuations Management Pty Ltd and MVS National Pty Ltd (collectively “MVS”). The values identified below in relation to the acquisition of MVS are as re-measured and reflected in the half year financials as at 31 December 2017. Details of the purchase consideration, the net assets acquired, and goodwill are as follows:

Metropolitan Valuations Management Pty Ltd and MVS National Pty Ltd (collectively “MVS”). dentified below in relation to the acquisition of MVS are as re-measured and reflected in the s at 31 December 2017. Details of the purchase consideration, the net assets acquired, and ollows:	The values half year financial goodwill are as
Purchase consideration: Cash paid Ordinary shares issued Additional amount payable based on cash position of MVS on completion	2017 $000 16,000 7,300
	23,300 2,037
	25,337

The cash payable represented a purchase price adjustment based upon the net debt and working capital acquired and was paid on 17 August 2017.

The assets and liabilities recognised as a result of the acquisition were as follows:

he assets and liabilities recognised as a result of the acquisition were as follows:
Cash and cash equivalents Term deposits Trade and other receivables Other current assets Deferred tax assets Plant and equipment Intangible assets – Software Intangible assets – Customer Relationships Trade and other payables Employee benefits Tax liability Provisions Borrowings Net identifiable assets acquired Goodwill	2017 $000 1,785 203 4,881 207 401 256 449 10,000 (2,165) (1,371) (1,093) (328) (175)
	13,050 12,287
	25,337

The goodwill is attributable to the workforce and the high profitability of the acquired business. It will not be deductible for tax purposes.

LandMark White Limited 30 June 2018

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Contingent consideration

In the event that certain pre-determined profits were achieved from the acquired business for the 3 years ending 30 June 2020, contingent consideration between $Nil and $11,700,000 would be payable in September 2020. The contingent consideration would be made via issue of ordinary shares based on an agreed value of $0.60 per share. Based upon forecasts current at 30 June 2017 the contingent consideration provided was assessed as $8,700,000.

The actual profits achieved for the calendar year ended 31 December 2017 resulted in the contingent consideration being $Nil and accordingly the $8,700,000 was released and recognised as a credit in the Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2018.

13 Interests in other entities

(a) Subsidiaries

The Consolidated Entity’s subsidiaries at 30 June 2018 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Consolidated Entity, and the proportion of ownership interests held equals the voting rights held by the Consolidated Entity. All entities are incorporated and operate in Australia only.

	Ownership interest	Ownership interest	Ownership interest	Ownership interest
	held	by the	held by non-
	Consolidated Entity		controlling interests		Principal
Name of entity	2018	2017	2018	2017	activities
	%	%	%	%
LMW (Gold Coast) Pty Ltd	100	100	-	-	Commercial
Formerly LandMark White (Gold Coast) Pty Ltd					valuations
LMW (Brisbane) Pty Ltd	100	100	-	-	Commercial
Formerly LandMark White (Brisbane) Pty Ltd					valuations
LMW (Residential) Pty Ltd	100	100	-	-	Residential
Formerly LMW Residential Pty Ltd					valuations
LMW Group Pty Ltd	100	100	-	-	Franchisor
LMW (Employee Benefits) Pty Ltd	100	100	-	-	Non-trading
Formerly LMW Business Advisory Pty Ltd
LMW (Melbourne) Pty Ltd	100	100	-	-	Commercial
Formerly LandMark White (Melbourne) Pty Ltd					valuations
LMW Advisory Pty Ltd	100	100	-	-	Non-trading
LMW Hegney Pty Ltd	50	50	50	50	Holder of
					intellectual
					property
LMW Australia Pty Ltd	50	50	50	50	National valuation
					contracting entity
LMW (Statutory Services) Pty Ltd	100	100	-	-	Government
Formerly MVS Australia Pty Ltd					valuations
LMW (Management) Pty Ltd	100	100	-	-	Non-trading
Formerly Metropolitan Valuations Management
Pty Ltd
MVS National Pty Ltd	100	100	-	-	Non-trading

LandMark White Limited 30 June 2018

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(b) Interests in associates

The Consolidated Entity’s interests in associates at 30 June 2018 are set out below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are held directly by the Consolidated Entity, and the proportion of ownership interests held equals the voting rights held by the Consolidated Entity. All entities are incorporated and operate in Australia only.

Name of entity LMW (WA) Holdings Pty Ltd Formerly Forrest Street Pty Ltd	2018 2017 2018 2017 Principal activities % % $000 $000 25 12.5 1,417 715 WA valuations

Effective 1 January 2018, LandMark White Limited acquired an additional 12.5% interest in the share capital of LMW (WA) Holdings Pty Ltd for cash consideration of $662,875. Prior to this date, the investment was categorised as an available for sale financial asset (see note 5(d)).

(i) Summarised financial information for associates

The tables below provide summarised consolidated financial information for LMW (WA) Holdings Pty Ltd and its wholly owned group. The information disclosed reflects the amounts presented in its financial statements and not LandMark White Limited’s share of these amounts. They have been amended to reflect adjustments made by the entity when using the equity method including fair value adjustments and modifications for differences in accounting policy.

odifications for differences in accounting policy.
Summarised balance sheet Current assets Cash and cash equivalents Other current assets Total current assets Non-current assets Current liabilities Financial liabilities (excluding trade payables) Other current liabilities Total current liabilities Non-current liabilities Financial liabilities (excluding trade payables) Other non-current liabilities Total non-current liabilities Net assets Reconciliation to carrying amounts Opening net assets 1 January 2017 Profit for the period Other comprehensive income Dividends paid Closing net assets 30 June 2018 Consolidated Entity’s share of closing net assets in % Consolidated Entity’s share of closing net assets in $ Unrecognised goodwill included in the carrying amount Carrying amount of interest in associate	30 Jun 2018 $000 31 Dec 2017 $000 1,191 777 1,156 1,339
	2,347 2,116
	4,600 4,604
	114 258 1,389 1,178
	1,503 1,436
	166 166 129 123
	295 289
	5,149 4,995
	4,995 423 - (270) 5,149 25% 1,287 130 1,417

LandMark White Limited 30 June 2018

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Summarised statement of comprehensive income Revenue Interest income Depreciation and amortisation Interest expense Other expenses Profit from continuing operations before tax Income tax expense Profit from continuing operations after tax Other comprehensive income Total comprehensive income Dividends received from associates	6 months to 30 Jun 2018 $000 4,585 3 (45) (5) (3,936) 602 (178) 423 - 423 67
UNRECOGNISED ITEMS

This section of the notes provides information about items that are not recognised in the financial statements as they do not (yet) satisfy the recognition criteria.

In addition to the items and transactions disclosed below, there are also:

a) Unrecognised tax amounts – see note 4
b) Non-cash investing and financing transactions – see note 0

14 Contingent liabilities

The Consolidated Entity, from time to time, is involved in matters of litigation in the normal course of business in undertaking valuation services. At 30 June 2018 there are no open litigated claims. The Consolidated Entity has professional indemnity insurance, and under the terms of the insurance policy, each claim has an excess which is required to be paid by the Consolidated Entity. It was not practical to estimate the maximum contingent liability arising from litigation; however, in a worst-case situation there could be a material adverse effect on the Consolidated Entity’s financial position. In the directors’ opinion, disclosures of any further information in relation to litigation would be prejudicial to the interests of the Consolidated Entity.

15 Commitments

Capital expenditure

The Consolidated Entity does not have any capital expenditure commitments at the end of the reporting period.

Operating lease commitments Within one year One year or later and no later than five years Later than five years	2018 $000 2017 $000 2,381 1,704 6,584 3,117 1,075 102
	10,040 4,923

The Consolidated Entity leases property and equipment under non-cancellable operating leases expiring from one to five years. Leases of property generally provide the Consolidated Entity with a right of renewal at which time all terms are renegotiated. Lease payments may be increased to reflect market rates or changes in the Consumer Price Index.

LandMark White Limited 30 June 2018

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16 Guarantees

LandMark White Limited has not entered into any guarantees, in the current or previous financial year, in relation to the debts of its subsidiaries.

17 Events occurring after the reporting period

Refer to note 11(a) for the final dividend recommended by the directors, to be paid on 19 September 2018.

OTHER INFORMATION

This section of the notes includes other information that must be disclosed to comply with the accounting standards and other pronouncements, but that is not immediately related to individual line items in the financial statements.

18 Related party transactions

(a) Subsidiaries

Interests in subsidiaries are set out in note 13(a).

(b) Key management personnel compensation

b) Key management personnel compensation
Short term employee benefits Post-employment benefits Long-term benefits Share-based payments	2018 $ 2017 $ 596,408 457,219 49,220 111,320 4,931 13,150 - 92,286
	650,559 691,975

Detailed remuneration disclosures are provided in the remuneration report on pages 6 to 9.

(c) Transactions with other related parties

The following transactions occurred with related parties:

Dividends received from associate Group management fee income from associates & franchisees	2018 $ 2017 $ 67 - 554 560

LandMark White Limited 30 June 2018

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19 Share-based payments

(a) Employee option & performance rights plans

Movements in options during the period were as follows:

ovements in options during the period were as	follows:
As at 1 July Exercised during the year As at 30 June	2018 Average Exercise Price 2018 Number of Options 2017 Average Exercise Price 2017 Number of Options - - $0.46 1,000,000 - - $0.46 (1,000,000)
	- - - -

Performance rights were granted under the LMW Group Performance Rights and Option Plan which was approved by shareholders at the 2016 Annual General Meeting. The Plan allows the Company to grant options or rights to selected key employees to acquire ordinary shares in the Company. Participants are required to satisfy performance and service conditions at the time of the offer. The exercise price for performance rights is nil. Rights cannot be transferred and are not quoted on the ASX.

Movements in performance rights during the period were as follows:

ovements in performance rights during the period were as follows:
As at 1 July Vested and exercised during the year As at 30 June	2018 Number of Rights 2017 Number of Rights - 1,000,000 - (1,000,000)
	- -

(b) Expenses arising from share-based payment transactions

Total expenses arising from share-based payment transactions recognised during the period as part of employee benefit expense were as follows:

benefit expense were as follows:
Options Performance rights 20 Remuneration of auditors Audit services Auditor of the Consolidated Entity – William Buck Audit and review of the financial reports Other services Auditor of the Consolidated Entity – William Buck Taxation and other services Total audit services	2018 $ 2017 $ - - - 184,573
	- 184,573
	2018 $000 2017 $000 121 99 22 33
	143 132

LandMark White Limited 30 June 2018

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21 Earnings per share

(a) Basic earnings per share

The calculation of basic earnings per share at 30 June 2018 was based on the profit attributable to ordinary shareholders of $4,140,000 (2017: $1,626,000) and the weighted average number of ordinary shares outstanding during the financial year ended 30 June 2018 of 76,063,822 (2017: 32,696,665) calculated as follows:

ollows:
Profit attributable to ordinary shareholders Weighted average number of ordinary shares Issued Ordinary Shares at 1 July Weighted average number of ordinary shares at 30 June	2018 $000 2017 $000 4,140 1,626
	Number Number 75,930,855 27,669,201
	76,063,822 32,696,665

(b) Diluted earnings per share

The calculation of diluted earnings per share at 30 June 2018 was based on the profit attributable to ordinary shareholders of $4,140,000 (2017: Profit of $1,626,000) and the weighted average number of ordinary shares outstanding during the financial year ended 30 June 2018 of 76,063,822 (2017: 32,696,665) calculated as follows:

ollows:
Profit attributable to ordinary shareholders Weighted average number of ordinary shares Issued Ordinary Shares at 1 July Weighted average number of ordinary shares at 30 June	2018 $000 2017 $000 4,140 1,626
	Number Number 75,930,855 27,669,201
	76,063,822 32,696,665

1,000,000 options were granted to an employee via the Employee Share Ownership Plan (ESOP) during the year ended 30 June 2014. These options were exercised during the year ended 30 June 2017. As at the date of this report, there are Nil (2017: Nil) options over unissued ordinary shares in LandMark White Limited.

282,000 performance rights were granted to 2 employees via the Employee Share Ownership Plan (ESOP) during the year ended 30 June 2017. The performance hurdle associated with these performance rights was not achieved and accordingly the performance rights did not vest.

As at the date of this report, there are no performance rights over unissued ordinary shares in LandMark White Limited.

22 Parent entity financial information

The following information has been extracted from the books and records of the parent and has been prepared in accordance with the accounting standards.

LandMark White Limited 30 June 2018

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(a) Statement of financial position

) Statement of financial position
Assets Current assets Non-current assets Total assets Liabilities Current liabilities Non-current liabilities Total liabilities Net assets Equity Issued capital Retained earnings Total equity b) Statement of profit & loss and other comprehensive income Total profit Total comprehensive income	2018 $000 2017 $000 15,591 6,523 33,305 40,985
	48,896 47,508
	13,58 3,896 112 8,774
	13,670 12,670
	35,226 34,838
	33,893 33,773 1,333 1,065
	35,226 34,848
	2018 $000 2017 $000 3,955 2,124
	3,955 2,124

(b) Statement of profit & loss and other comprehensive income

23 Summary of significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these consolidated financial statements to the extent they have not already been disclosed in the other notes above. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the Consolidated Entity consisting of LandMark White Limited and its subsidiaries.

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001. LandMark White Limited is a for-profit entity for the purpose of preparing the financial statements.

(i) Compliance with IFRS

The consolidated financial statements also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)

(ii) Historicalcost convention

The financial statements have been prepared on a historical cost basis, except for the following:

available-for-sale financial assets, financial assets and liabilities (including derivative instruments) certain classes of plant and equipment and investment property – measured at fair value
assets held for sale – measured at fair value less cost of disposal, and
defined benefit pension plans – plan assets measured at fair value.

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(iii) New and amended standards adopted by the Consolidated Entity

During the current year, the Consolidated Entity adopted all of the new and revised Australian Accounting Standards and Interpretations applicable to its operations which became mandatory.

The adoption of these standards has had no impact on the recognition, measurement and disclosure of certain transactions.

(iv) New standards and interpretations not yet adopted

The AASB has issued new and amended accounting standards and interpretations that have mandatory application dates for future reporting periods and which the Consolidated Entity has decided not to early adopt. A discussion of those future requirements and their impact on the Company is as follows:

AASB 9 Financial Instruments (December 2014) and AASB 2014-7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2014) (applicable for annual reporting periods commencing on or after 1 January 2018)

AASB 9 includes requirements for the classification and measurement of financial assets, the accounting requirements for financial liabilities, impairment testing requirements and hedge accounting requirements.

The changes made to accounting requirements by these standards include:

Simplifying the classifications of financial assets into those carried at amortised cost and those carried at fair value and an allowance for debt instruments to be carried at fair value through other comprehensive income in certain circumstances
Simplifying the requirements for embedded derivatives
Allowing an irrevocable election on initial recognition to present gains and losses on investments in equity instruments that are not held for trading in other comprehensive income. Dividends in respect of these investments that are a return on investment can be recognised in profit or loss and there is no impairment or recycling on disposal of the instrument
Financial assets will need to be reclassified where there is a change in an entity’s business model as they are initially classified based on (a) the objective of the entity’s business model for managing the financial assets; and (b) the characteristics of the contractual cash flows
Amending the rules for financial liabilities that the entity elects to measure at fair value, requiring changes in fair value attributed to the entity’s won credit risk to be presented in other comprehensive income
Introducing new general hedge accounting requirements intended to more closely align hedge accounting with risk management activities as well as the addition of new disclosure requirements
• Requirements for impairment of financial assets

The application of this standard is not expected to have a material impact on the carrying values of financial instruments held by the Company.

AASB 15 Revenue from Contracts with Clients (applicable for annual reporting periods commencing on or after 1 January 2018)

AASB 15 establishes a single, comprehensive framework for revenue recognition, and replaces the previous revenue Standards.

AASB 15 introduces a five-step process for revenue recognition with the core principle of the new Standard being for entities to recognise revenue to depict the transfer of goods or services to clients in amounts that reflect the consideration (that is, payment) to which the entity expects to be entitled in exchange for those goods or services.

AASB 15 will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively (for example, service revenue and contract modifications) and improve guidance for multiple-element arrangements.

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Application of this standard will result in de-recognition of work in progress and will have a minor impact on the timing of reported profits. The Company will apply the modified retrospective approach on initial application of this standard.

AASB 16 Leases (applicable for annual reporting periods commencing on or after 1 January 2019)

AASB 16 introduces a single lessee accounting model that requires all leases to be accounted for on balance sheet. A lessee will be required to recognise an asset representing the right to use the underlying asset during the lease term (i.e. right-of-use asset) and a liability to make lease payments (i.e. lease liability). Two exemptions are available for leases with a term less than 12 months or if the underlying asset is of low value.

The lessor accounting requirements are substantially the same as in AASB 117. Lessors will therefore continue to classify leases as either operating or finance leases.

AASB 16 will replace AASB 117 Leases, Interpretation 4 Determining Whether an Arrangement contains a Lease, Interpretation 115 Operating Leases – Incentives and Interpretation 127 Evaluating the substance of Transactions Involving the Legal Form of a Lease.

The Company is currently assessing the impact of this standard and it is likely to result in a material increase to total assets and total liabilities recorded in the statement of financial position.

The Company does not anticipate early adoption of any of the above Australian Accounting Standards or Interpretations.

(b) Principles of consolidation and equity accounting

(i) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Consolidated Entity has control. The Consolidated Entity controls an entity when the Consolidated Entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Consolidated Entity. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Consolidated Entity (refer to note 23(h)).

Intercompany transactions, balances and unrealised gains on transactions between companies within the Consolidated Entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Consolidated Entity.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of profit or loss, statement of comprehensive income, statement of changes in equity and balance sheet respectively.

(ii) Associates

Associates are all entities over which the Consolidated Entity has significant influence but not control or joint control. This is generally the case where the Consolidated Entity holds between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting (see (iii) below), after initially being recognised at cost.

(iii) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Consolidated Entity’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Consolidated Entity’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

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When the Consolidated Entity’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Consolidated Entity does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Consolidated Entity and its associates and joint ventures are eliminated to the extent of the Consolidated Entity’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Consolidated Entity.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described in note 23(m).

(iv) Changes in ownership interests

The Consolidated Entity treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Consolidated Entity. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of LandMark White Limited.

When the Consolidated Entity ceases to consolidate or equity account for an investment because of a loss of control, joint control or significant influence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Consolidated Entity had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in an associate is reduced but joint control or significant influence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.

(c) Functional and presentation currency

These consolidated financial statements are presented in Australian dollars which is the Company’s functional currency and the functional currency of all entities within the Consolidated Entity.

(d) Segment reporting

The Consolidated Entity’s operations and clients are located entirely in Australia.

The Consolidated Entity’s operating segments have been identified based on the segments analysed within management reports. Based on these criteria, it has been determined that the Consolidated Entity only operates in the Valuation segment, which provides valuation, research and advice services in relation to property and businesses.

Accordingly, no separate segment reporting is required.

(e) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties.

The Consolidated Entity recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Consolidated Entity’s activities as described below. The Consolidated Entity bases its estimates on historical

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results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

The specific accounting policies for the Consolidated Entity’s main types of revenue are explained in note 1.

(f) Income tax

The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

(g) Leases

Leases of plant and equipment where the Consolidated Entity, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases (note 6(a)). Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The plant and equipment acquired under finance leases is depreciated over the asset’s useful life or over the shorter of the asset’s useful life and the lease term if there is no reasonable certainty that the Consolidated Entity will obtain ownership at the end of the lease term.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Consolidated Entity as lessee are classified as operating leases (note 15). Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss on a straight-line basis over the period of the lease.

(h) Business combinations

fair values of the assets transferred

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liabilities incurred to the former owners of the acquired business
equity interests issued by the Consolidated Entity
fair value of any asset or liability resulting from a contingent consideration arrangement, and
fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Consolidated Entity recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the

consideration transferred,
amount of any non-controlling interest in the acquired entity, and
acquisition-date fair value of any previous equity interest in the acquired entity

over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a bargain purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such re-measurement are recognised in profit or loss.

(i) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(j) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

(k) Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. See note 5(c) for further information about the

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Consolidated Entity’s accounting for trade receivables and note 10(a) for a description of the Consolidated Entity’s impairment policies.

(l) Work in progress

Client engagements in progress at the end of the reporting period are recorded in the Balance Sheet as an asset and revenue in the Statement of Profit & Loss and Other Comprehensive Income, based on the stage of completion of the engagement. The stage of completion of an engagement is determined through the use of internally developed measures that assess the progress of engagements from commencement to completion. Payments in advance are recognised as unearned income until the services are provided.

(m) Investments and other financial assets

(i) Classification

The Consolidated Entity classifies its financial assets in the following categories:

loans and receivables, and
available-for-sale financial assets.

The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition. See note 5 for details about each type of financial asset.

(ii) Recognition and derecognition

Purchases and sales of financial assets are recognised on trade-date, the date on which the Consolidated Entity commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Consolidated Entity has transferred substantially all the risks and rewards of ownership.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.

(iii) Measurement

At initial recognition, the Consolidated Entity measures a financial asset at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset.

Loans and receivables are subsequently carried at amortised cost using the effective interest method.

Available-for-sale financial assets are subsequently carried at fair value. Gains or losses arising from changes in the fair value are recognised as follows:

for other monetary and non-monetary securities classified as available-for-sale – in other comprehensive income.

Dividends on available-for-sale equity instruments are recognised in profit or loss as part of revenue from continuing operations when the Consolidated Entity’s right to receive payments is established.

Interest income from loans and receivables calculated using the effective interest method is recognised in the statement of profit or loss as part of revenue from continuing operations.

Details on how the fair value of financial instruments is determined are disclosed in note 5(d).

(iv) Impairment

The Consolidated Entity assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of

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financial assets that can be reliably estimated. In the case of equity investments classified as available-forsale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the assets are impaired.

Assets classified as available-for-sale

If there is objective evidence of impairment for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss.

Impairment losses on equity instruments that were recognised in profit or loss are not reversed through profit or loss in a subsequent period.

If the fair value of a debt instrument classified as available-for-sale increases in a subsequent period and the increase can be objectively related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is reversed through profit or loss.

(v) Income recognition

Interest income

Interest income is recognised using the effective interest method. When a receivable is impaired, the Consolidated Entity reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

Dividends

Dividends are recognised as revenue when the right to receive payment is established. This applies even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a consequence, refer note 23(m)(iv).

(n) Plant and equipment

Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of plant and equipment.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Consolidated Entity and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

The depreciation methods and periods used by the Consolidated Entity are disclosed in note 6(a).

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 23(i)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit or loss. When revalued assets are sold, it is Consolidated Entity policy to transfer any amounts included in other reserves in respect of those assets to retained earnings.

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(o) Intangible assets

(i) Goodwill

Goodwill is measured as described in note 6(b). Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes.

(ii) Trademarks, licences and customer contracts

Separately acquired trademarks and licences are shown at historical cost. Trademarks, licenses and customer contracts acquired in a business combination are recognised at fair value at the acquisition date. Where they are assessed as having a finite useful life they are subsequently carried at cost less accumulated amortisation and impairment losses.

(iii) Software

Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Consolidated Entity are recognised as intangible assets when the following criteria are met:

it is technically feasible to complete the software so that it will be available for use
management intends to complete the software and use or sell it
there is an ability to use or sell the software
it can be demonstrated how the software will generate probable future economic benefits
adequate technical, financial and other resources to complete the development and to use or sell the software are available, and
the expenditure attributable to the software during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the software include employee costs and an appropriate portion of relevant overheads.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use.

(iv) Amortisation methods and periods

Refer to note 6(b) for details about amortisation methods and periods used by the Consolidated Entity for intangible assets.

(p) Trade and other payables

These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

(q) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is

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probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Borrowings are removed from the balance sheet when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profit or loss as other income or finance costs.

Borrowings are classified as current liabilities unless the Consolidated Entity has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.

(r) Borrowing costs

Borrowing costs are expensed in the period in which they are incurred.

(s) Provisions

Provisions for legal claims and make good obligations are recognised when the Consolidated Entity has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

(t) Employee benefits

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for long service leave and annual leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of the reporting period of high-quality corporate bonds with terms and currencies that match, as closely as possible, the estimated future cash outflows. Re-measurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

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(iii) Post-employment obligations

The Consolidated Entity operates various defined contribution pension plans.

Pension obligations

For defined contribution plans, the Consolidated Entity pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Consolidated Entity has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(iv) Share-based payments

Share-based compensation benefits are provided to employees via the LandMark White Employee Option & Performance Rights Plan and an employee share scheme. Information relating to these schemes is set out in note 19.

Employee options and performance rights

The fair value of options and performance rights granted under the LandMark White Limited Employee Option and Performance Rights Plan is recognised as an employee benefits expense with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the options and performance rights granted:

including any market performance conditions (eg the entity’s share price)
excluding the impact of any service and non-market performance vesting conditions (eg profitability, sales growth targets and remaining an employee of the entity over a specified time period), and
including the impact of any non-vesting conditions (eg the requirement for employees to save or holdings shares for a specific period of time).

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the number of options and performance rights that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

Social security contributions payable in connection with an option or performance rights grant are considered an integral part of the grant itself and the charges are treated as cash-settled transactions.

The Employee Option and Performance Rights Plan is administered by the LMW Employee Share Trust, which is not consolidated. When the options or performance rights are exercised, the trust transfers the appropriate number of shares to the employee. The proceeds received net of any directly attributable transaction costs are credited directly to equity.

(v) Profit-sharing and bonus plans

The Consolidated Entity recognises a liability and an expense for bonuses and profit-sharing based on a formula that takes into consideration the profit attributable to the company’s shareholders after certain adjustments. The Consolidated Entity recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

(vi) Termination benefits

Termination benefits are payable when employment is terminated by the Consolidated Entity before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. The Consolidated Entity recognises termination benefits at the earlier of the following dates: (a) when the Consolidated Entity can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of AASB 137 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination

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benefits are measured based on the number of employees expected to accept the offer. Benefits falling due more than 12 months after the end of the reporting period are discounted to present value.

(u) Contributed equity

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(v) Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

(w) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.
(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(x) Rounding of amounts

The company is of a kind referred to in ASIC Legislative Instrument 2016/191, relating to the ‘rounding off’ of amounts in the financial statements. Amounts in the financial statements have been rounded off in accordance with the instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.

(y) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the balance sheet.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

24 Changes to accounting policies

There have been no changes to accounting policies during the financial year ended 30 June 2018.

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DIRECTORS DECLARATION

1 In the opinion of the directors of LandMark White Limited (‘the Company’):
(a) the financial statements and notes set out on pages 13 to 55 and the remuneration disclosures of the Remuneration report in the Directors' report, set out on pages 5 to 9, are in accordance with the Corporations Act 2001, including:
- (i) giving a true and fair view of the financial position of the Company and the Consolidated Entity as at 30 June 2018 and of its performance, for the financial year ended on that date; and
- (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001;
(b) the financial report also complies with International Financial Reporting Standards as discussed in Note 23(a);
(c) 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 The directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2018.

Dated at Sydney this 23 August 2018

Signed in accordance with a resolution of the directors:

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Keith Perrett Director

LandMark White Limited 30 June 2018

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LandMark White Limited Independent Auditor’s Report to Members

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of LandMark White Limited (the Company) and its subsidiaries (the Consolidated Entity), which comprises the consolidated balance sheet as at 30 June 2018, the consolidated statement of profit and loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

In our opinion, the accompanying financial report of the Consolidated Entity, is in accordance with the Corporations Act 2001 , including:

(i) giving a true and fair view of the Consolidated Entity’s financial position as at 30 June 2018 and of its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 .

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Consolidated Entity in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of the Consolidated Entity, would be in the same terms if given to the directors as at the time of this auditor’s report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

CHARTERED ACCOUNTANTS & ADVISORS

Sydney Ofice Level 29, 66 Goulburn Street Sydney NSW 2000 Telephone: +61 2 8263 4000

Parramatta Ofice Level 7, 3 Horwood Place Parramatta NSW 2150 PO Box 19 Parramatta NSW 2124 Telephone: +61 2 8836 1500 williambuck.com

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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ADJUSTMENTS TO PROVISIONAL GOODWILL AND CUSTOMER RELATIONSHIPS INTANGIBLE RECOGNISED ON MVS ACQUISTION Area of focus How our audit addressed it Refer also to notes 6(b) and 12(a)

As disclosed in the financial statements, the parent Our audit procedures included: entity acquired 100% of the issued share capital of — Review of the relevant agreements and MVS Australia Pty Ltd, Metropolitan Valuations relationships with customers to understand Management Pty Ltd and MVS National Pty Ltd key terms and conditions; (collectively “MVS”) on 31 May 2017. In the 30 June 2017 financial statements, accounting for this — A detailed assessment of the valuation acquisition was identified as provisional and assets methodology applied by management and included goodwill of $27.5 million and customer the directors to calculate the value assigned relationships of $3.5 million. to the customer relationships intangible; In accordance with accounting standards, the — A detailed evaluation of the Consolidated Consolidated Entity had a measurement period of a Entity’s budgeting procedures in relation to maximum of 12 months from the date of the customer relationships, reviewing forecasts transaction to finalise the accounting. In the current and testing the principles and integrity of the financial year, further analysis of the MVS discounted future cash flow models; acquisition identified the acquisition date fair value — Testing the accuracy of the calculation and of the customer relationships should be $10 million assessing the key inputs in the calculations and the $6.5 million adjustment was recognised as such as director approved revenue and a reduction in goodwill. expense forecasts, discount rates, discounts for uncertainty relating to retention of the relationship and our own views;

— Engaging our own valuation specialists to consider the appropriateness of the valuation methodology applied and key inputs to the valuation calculation; and — Considered the adequacy of the financial statement disclosures in relation to the customer relationship intangible.

CONTINGENT CONSIDERATION Area of focus Refer also to Note 6(b)(iv) and 12(a)

The MVS consideration recognised at 30 June 2017 included a contingent consideration component of $8.7 million. Payment of this deferred consideration was contingent upon the performance of the acquired business over the period from 1 January 2017 through to 30 June 2020 with the maximum deferred consideration calculated based on the performance for the calendar year ended 31 December 2017.

As the actual performance of the acquired business for the calendar year 31 December 2017 was lower than initially estimated, the deferred consideration was not payable and accordingly has been

How our audit addressed it
Our audit procedures included: — Review of the sale and purchase agreement and supporting legal documentation to understand the key terms and conditions of the acquisition;
— Review financial results of the acquired business during the 12 month period ended 31 December 2017 to determine whether the key performance targets (as outlined in the sale and purchase agreement) were achieved;

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released to the Statement of Profit or Loss and Other Comprehensive Income.

Obtaining written acknowledgement from the vendors of MVS confirming the performance targets associated with the contingent consideration were not achieved at 31 December 2017;
Review of the journal entries posted by management to record the reversal of the contingent consideration; and
Considered the adequacy of the disclosures in the financial statements in relation to the reversal of the contingent consideration.

ASSESSMENT OF CARRYING VALUE OF GOODWILL AND CUSTOMER RELATIONSHIPS

Area of focus – Refer also to note 6(b)(iii v)

The Consolidated Entity’s net assets include a significant amount of goodwill and customer relationship intangible assets. 2018: $27.2 million (2017: $35.9 million).

In accordance with accounting standards, goodwill and customer relationships are subject to annual impairment testing, and for these purposes they are allocated to the appropriate cash generating units (‘CGU’). There is a risk that if the CGUs do not trade in line with expectations and forecasts, their carrying value could exceed their recoverable amount and therefore require impairment.

The recoverable amount attributable to the CGUs which existed at 30 June 2018, has been calculated based on value-in-use. These recoverable amounts use discounted cash flow forecasts in which the directors make judgements over certain key inputs, for example but not limited to, revenue growth, discount rates applied, long term growth rates and inflation rates.

Due to the elevated level of judgement and the significant carrying amounts involved, we have determined this to be a key judgement area which our audit concentrated on.

How our audit addressed it

Our audit procedures included:

Evaluation of the director’s assertion that the customer relationship intangible had an indeterminate useful life at 30 June 2018;
A detailed evaluation of the Consolidated Entity’s budgeting procedures, reviewing forecasts and testing the principles and integrity of the discounted future cash flow models;
— Testing the accuracy of the calculation derived from the forecast model and assessing the key inputs in the calculations such as revenue growth, director approved forecasts and our own views;
Engaging our own valuation specialists to consider the appropriateness of the discount rates and the long-term growth rates;
Reviewing the historical accuracy of forecasts by comparing actual results with the original forecasts; and
Considered the adequacy of the Consolidated Entity’s disclosures in relation to goodwill and the customer relationship intangible.

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Other Information

The directors are responsible for the other information. The other information comprises the information in the Consolidated Entity’s annual report for the year ended 30 June 2018, but does not include the financial report and the auditor’s report thereon.

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Consolidated Entity are responsible for the preparation of the 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 financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Consolidated Entity to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of these financial statements is located at the Auditing and Assurance Standards Board website at:

http://www.auasb.gov.au/auditors_responsibilities/ar1.pdf

This description forms part of our independent auditor’s report.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included in pages 6 to 9 of the directors’ report for the year ended 30 June 2018.

In our opinion, the Remuneration Report of LandMark White Limited for the year ended 30 June 2018, complies with section 300A of the Corporations Act 2001 .

Responsibilities

The directors of the Consolidated Entity are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Yours faithfully,

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William Buck Chartered Accountants ABN: 16 021 300 521

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L E. Tutt Partner

Sydney, 23 August 2018

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ASX ADDITIONAL INFORMATION

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report is set out below.

The Company was admitted to the Australian Stock Exchange under rule 1.3.2(b).

Shareholdings (as at 20 August 2018)

Substantial shareholders

The number of shares held by substantial shareholders and their associates are set out below:

	Number of
Shareholder	Ordinary Shares	Percentage
Microequities Asset Management Pty Ltd	11,532,984	15.15%
White Valuations Pty Ltd	10,870,134	14.28%
Mr Brad Piltz	4,501,284	5.91%

Voting rights

Ordinary shares Holders of ordinary shares are entitled to one vote per share at shareholder meetings.

Options There are no voting rights attached to options

Distribution of equity security holders

Distribution of equity security holders
Category	Number of Shareholders Number of shares
1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 50,000 50,001 – 100,000 100,001 and over Total	62 32,509 296 1,011,722 171 1,357,902 270 6,656,991 57 4,105,050 70 62,945,770
	926 76,109,944

On-market buy back There is no current on-market buy back. Marketable Parcels The number of shareholders holding less than a marketable parcel of 833 shares (based on closing price of $0.595 on 20 August 2018) is 40 and they hold 11,085 securities.

LandMark White Limited 30 June 2018

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Twenty largest shareholders
Name

Number of
Ordinary Shares
Percentage

JP Morgan Nominees Australia Limited
White Valuations Pty Ltd
Mr Tony Gandel & Mrs Helen Gandel
Mr Brad Piltz
Ms Lynette Jane Ellis & Mr Jeffrey George Keane Super Fund A/C>
Arkmist Pty Ltd
Continuum Property Consultancy Pty Ltd
Ian D Bolewski Pty Ltd
Raptis Property Consultants Pty Ltd
Gogorm Super Pty Ltd
BNP Paribas Nominees Pty Ltd
Kiut Investments Pty Ltd < Keppel Investments Unit A/C>
McMullin Nominees Pty Ltd
Enable Investment Manager Pty Ltd
Mr Riccardo Pisaturo
Ms Chen Zhang
Kevin King Pty Ltd
Coad and Pratt Superfund Pty Ltd
Mr Hamid Roboubi & Mrs Jillian Anne Roboubi
HSBC Custody Nominees (Australia) Limited

11,662,643
15.32%
10,720,134
14.09%
3,194,105
4.20%
2,498,438
3.28%
2,433,334
3.20%
2,433,212
3.20%
2,433,212
3.20%
2,433,212
3.20%
2,433,212
3.20%
1,932,494
2.54%
1,531,680
2.01%
1,467,817
1.93%
1,380,000
1.81%
779,166
1.02%
763,133
1.00%
713,531
0.94%
670,832
0.88%
600,000
0.79%
579,457
0.76%
560,000
0.74%

51,219,612
67.31%

Company secretary John Wise Principal registered Level 6, 55 Clarence Street office Sydney NSW 2000 Telephone 02 8823 6300 Facsimile 02 8823 6399 Website www.lmw.com.au Location of share Automic Registry Services registry PO Box 2226 Strawberry Hills NSW 2012 Telephone 1300 288 664 (toll free within Australia) +61 2 9698 5414 (outside Australia) Email [email protected] Stock exchange The company is listed on the Australian Stock Exchange (“LMW”) Other information LandMark White Limited, incorporated and domiciled in Australia, is a publicly listed company limited by shares.

LandMark White Limited 30 June 2018

AI assistant

ACUMENTIS GROUP LIMITED — M&A Activity 2018

64295_rns_2018-10-07_e3e06619-2b77-4ee7-a24c-2b594854a308.pdf

OFFER INFORMATION STATEMENT

Landmark White Limited (ASX: LMW) Proposed Acquisition of Taylor Byrne Holdings Pty Ltd

IMPORTANT NOTICE

Offer

This is not a prospectus

Personal circumstances

Forward looking statements

No authorisation

Professional advice

Risks

Disclaimer

More information

Table of Contents

1 Chairman’s Letter

8 October 2018

Participating in the Offer

2 Offer Overview

2.1 Terms of the Offer

2.2 Overview of Offer

2.3 Related Offer Documents

2.4 Conditions to Offer

2.5 Escrow Arrangements

2.6 Undertaking Provision

2.7 Source and Use of Funds

2.7.1 Source of Funds

2.7.2 Use of Funds

2.8 Key Dates

2.8.1 Offer key dates

2.9 Acceptances

2.10 Allocation of Shares

3 Business Overview

3.1 Capital structure and financial position

3.1.1 Capital structure

3.1.2 Financial position

3.2 Corporate and operational structure

3.2.1 Subsidiaries of LMW

3.2.2 Interests in associates

3.3 Locations and services

3.4 Directors

4 Strategic objectives and initiatives

4.1 Objectives

4.2 Initiatives

5 Financial Information

5.1 FY18 Financial Performance

5.1.1 Operational Highlights

5.1.2 Financial Highlights

5.1.3 Summary of Results

5.2 Dividend

5.3 FY19 Forecasts

5.4 Financial Report

6 Risk Factors

6.1 Overview

6.2 General Investment Risks

6.2.1 Investing in shares

6.2.2 General Economic Conditions

6.2.3 Taxation risks

6.3 Risks specific to LMW

6.3.1 Completion Risk

6.3.2 Key Management Personnel

6.3.3 Capital Funding and Requirements

6.3.4 Escrow of Consideration Shares

6.3.5 Integration Risk

7 General information

7.1 Costs of the Offer and Acquisition

8 Consents

9 Glossary

Voluntary Restriction Agreement

ANNEXURE A – AUDITED FINANCIAL REPORT OF LMW

DIRECTORS’ REPORT

Directors

Directors Meetings

Company particulars

Corporate Governance Statement

Principal activities

Review of operations

Dividends

Business Overview

ACUMENTIS GROUP LIMITED M&A Activity 2018