AI assistant
AMCIL LIMITED — Annual Report 2020
Aug 25, 2020
64375_rns_2020-08-25_ff94e25a-c278-4846-b967-02e2ec397910.pdf
Annual Report
Open in viewerOpens in your device viewer
26 August 2020
The Manager ASX Market Announcements Australian Securities Exchange Exchange Centre Level 4 20 Bridge Street Sydney NSW 2000
==> picture [168 x 242] intentionally omitted <==
Electronic Lodgement
AMCIL Limited Statutory Annual Report, Annual Shareholder Review, Notice of Meeting and Proxy Form
Dear Sir / Madam
Please find attached the 2020 Statutory Annual Report, Annual Shareholder Review and Annual General Meeting Documentation being sent to shareholders.
Yours faithfully
==> picture [114 x 76] intentionally omitted <==
Matthew Rowe Company Secretary
Authorised by the Company Secretary.
==> picture [554 x 592] intentionally omitted <==
Annual Report 2020
==> picture [103 x 40] intentionally omitted <==
A Focused Portfolio of Australian Equities
Contents
2 DIRECTORS’ 20 FINANCIAL REPORT STATEMENTS
40 DIRECTORS’ DECLARATION
-
2 5 Year Summary
-
3 About the Company
-
4 Review of Operations and Activities
-
11 Top 20 Investments
-
12 Board Members
-
15 Senior Executives
-
16 Remuneration Report
-
18 Non-audit Services
-
19 Auditor’s Independence Declaration
-
21 Income Statement
-
22 Statement of Comprehensive Income
-
23 Balance Sheet
-
24 Statement of Changes in Equity
-
26 Cash Flow Statement
27 NOTES TO THE FINANCIAL STATEMENTS
41 INDEPENDENT AUDIT REPORT
46 OTHER INFORMATION
-
46 Information About Shareholders
- Major Shareholders
-
46
-
47 Substantial Shareholders
-
47 Transactions in Securities
-
48 Holdings of Securities
-
27 A. Understanding AMCIL’s Financial Performance
-
30 B. Costs, Tax and Risk
-
34 C. Unrecognised Items
-
35 D. Balance Sheet Reconciliations
-
37 E. Income Statement Reconciliations
-
50 Major Transactions in the Investment Portfolio
-
50 Sub-underwriting
-
51 Share Capital Changes
-
52 Company Particulars
-
53 Shareholder Information
-
38 F. Further Information
AMCIL MANAGES A FOCUSED PORTFOLIO COVERING LARGE AND SMALL COMPANIES IN THE AUSTRALIAN EQUITY MARKET. AS A RESULT, SMALL COMPANIES BY MARKET SIZE CAN HAVE AN EQUALLY IMPORTANT IMPACT ON PORTFOLIO RETURNS AS LARGER COMPANIES IN THE AUSTRALIAN MARKET.
AMCIL Limited ABN 57 073 990 735
Year in Summary
2020
| Proft for the Year |
$6.0m | Down 15% from 2019 |
|---|---|---|
| Total Fully Franked Dividend |
2.5¢ | 7 cents total in 2019 including 3.5 cent special and interim dividend |
| Total Portfolio Return |
7.6% Including franking* |
S&P/ASX 200 Accumulation Index including franking* -6.6% |
| Total Shareholder Return |
13.0% | Share price plus dividend including franking* |
|---|---|---|
| Management Expense Ratio |
0.66% | 0.72% in 2019 |
| Total Portfolio |
$278.8m | Including cash at 30 June $266.2 million in 2019 |
- Assumes a shareholder can take full advantage of the franking credits.
AMCIL Limited
Annual Report 2020
1
DIRECTORS’ REPORT
5 Year Summary
Profit After Tax ($ Million)
==> picture [154 x 147] intentionally omitted <==
----- Start of picture text -----
2020 6.0
2019 7.0
2018 6.25
2017 5.38
2016 7.69
----- End of picture text -----
Net Profit Per Share (Cents)
==> picture [154 x 147] intentionally omitted <==
----- Start of picture text -----
2020 2.2
2019 2.60
2018 2.39
2017 2.09
2016 3.10
----- End of picture text -----
Investments at Market Value ($ Million)[(d)]
==> picture [154 x 147] intentionally omitted <==
----- Start of picture text -----
2020 269.6
2019 252.2
2018 261.1
2017 230.9
2016 233.5
----- End of picture text -----
Dividends Per Share (Cents)[(a)]
==> picture [154 x 147] intentionally omitted <==
----- Start of picture text -----
2020 2.5
2019 7.0 [(b)]
2018 4.25
2017 3.5
2016 3.5
----- End of picture text -----
Net Asset Backing Per Share (Cents)[(c)]
==> picture [154 x 147] intentionally omitted <==
----- Start of picture text -----
2020 100
2019 98
2018 102
2017 95
2016 93
----- End of picture text -----
Number of Shareholders (30 June)
==> picture [155 x 147] intentionally omitted <==
----- Start of picture text -----
2020 3,177
2019 3,114
2018 3,003
2017 2,558
2016 2,464
----- End of picture text -----
Notes
(a) 2019 final dividend carried 4.29 cents attributable ‘LIC gain’ per share, 2019 interim: 1.43 cents, 2018: 2.76 cents, 2017: 2.1 cents, 2016: nil.
(b) Includes 3.5 cents dividend paid in February 2019.
(c) Net asset backing per share based on year-end data before the provision for the final (and where applicable, special) dividend. The figures do not include a provision for capital gains tax that would apply if all securities held as non-current investments had been sold at balance date as Directors do not intend to dispose of the portfolio.
(d) Excludes cash.
AMCIL Limited
Annual Report 2020
2
About the Company
AMCIL manages a focused portfolio covering large and small companies in the Australian equity market. As a result, small companies by market size can have an equally important impact on portfolio returns as larger companies in the Australian market.
Investment Objectives
Attractive returns through strong capital growth in the portfolio over the medium to long term.
The generation of fully franked dividends.
==> picture [490 x 137] intentionally omitted <==
----- Start of picture text -----
How AMCIL Invests – What We Look For in Companies
Portfolio of small
and large companies
Quality First Growth Value that is managed to
Including dividends deliver superior
returns.
----- End of picture text -----
Approach to Investing
We seek to create a diversified portfolio of quality companies which are likely to sustainably grow their earnings and dividends over a medium to long term timeframe.
Our assessment of quality includes criteria such as the board and management, financial position, pricing power as well as some key financial metrics such as return on capital employed, return on equity, the level of gearing in the balance sheet, margins and free cash flow. The structure of the industry and a company’s competitive position in its industry are also important indicators of quality. Linked to this assessment of quality is the ability of companies to grow earnings over time, which ultimately should produce good dividend and capital growth.
As a long term investor, Environmental, Social and Governance (ESG) analysis is integrated into AMCIL’s investment framework:
-
AMCIL will seek to invest in companies that have strong governance and risk management processes that include environmental and social risks.
-
The remuneration structures proposed and used by the boards of the companies in which AMCIL invests are assessed as we are seeking remuneration plans and outcomes that align with AMCIL’s (and AMCIL’s own investors) interests as long term shareholders.
-
AMCIL supports engagement with its investee companies on these issues, and will vote as shareholders accordingly.
Recognising value is also an important aspect of AMCIL’s investment approach. Our assessment of value tries to reflect the opportunity a business has to prosper and thrive over the medium to long term.
Given the focused nature of the portfolio, AMCIL is more active in managing the holdings. Our preference is that positions will be held for the long term. However, in managing the risk in the portfolio, the Company is prepared to scale back or exit holdings completely if the investment case alters markedly, the position becomes too large in the portfolio or share prices become excessively high.
In managing the portfolio in this way, we believe AMCIL can offer investors returns in excess of the S&P/ASX 200 over the long term.
Given the greater concentration of the portfolio, there may be periods when the performance of AMCIL can vary quite markedly from the Index. The objective is to deliver outperformance over the medium to long term.
From time to time, the Company also uses options written against some of its investments and a small trading portfolio to generate additional income.
The other important feature to note is AMCIL’s dividend policy of maximising the distribution of available franking credits each year. As a result, the amount of fully franked dividends are likely to fluctuate from year to year.
AMCIL Limited
Annual Report 2020
3
Review of Operations and Activities
Profit and Dividend
The full year profit was $6.0 million, down 15.0 per cent from $7.0 million in the previous corresponding period.
Investment income was $7.2 million, down from $9.2 million as adjustments were made to the portfolio and some companies deferred or reduced dividends in the uncertain markets. The corresponding period last year also included a special dividend from BHP.
Partially offsetting this decline was a positive contribution from the options and trading portfolios as the Company took advantage of increased market volatility. Income from these portfolios was $1.3 million compared with a loss of $0.1 million in the corresponding period last year.
In line with Company’s policy to distribute all available franking credits at the end of each financial year, the dividend was 2.5 cents per share fully franked. Last
financial year, dividends were 7 cents per share. This included a special dividend of 1.5 cents per share fully franked and an interim dividend of 2.0 cents per share fully franked. There was no special or interim dividend paid for the financial year.
Management Expense Ratio
AMCIL’s management expense ratio is 0.66 per cent which is an improvement on last year’s figure of 0.72 per cent. AMCIL’s portfolio is managed internally and does not charge portfolio performance fees which leads to lower costs for shareholders. The management expense ratio compares favourably with the average fees charged by managed funds with a similar investment focus and size as AMCIL. For retail investors, these fees can typically be in excess of 1 per cent and can also include additional performance fees. This is an important consideration for investors as many funds often quote their performance returns before fees and costs.
Portfolio Returns
The societal and business environments in Australia and across the world have been dominated by the COVID-19 pandemic since the start of the 2020 calendar year. This produced a volatile investment market in the second half of the financial year and impacted a wide range of companies (Figure 1).
In the face of this market disruption, AMCIL delivered a positive portfolio return of 7.6 per cent, including franking, over the 12 months to 30 June 2020 (it is appropriate to add franking credits to total returns, given AMCIL’s dividend policy seeks to maximise the distribution of franking credits, including those arising from taxable realised gains).
In contrast, the S&P/ASX 200 Accumulation Index returned negative 6.6 per cent, including franking, over this period (Figure 2). This result reinforces our investment approach, in what has been a challenging period.
==> picture [596 x 366] intentionally omitted <==
AMCIL Limited
Annual Report 2020
4
The outperformance for the financial year can be attributed to the healthy exposure of the portfolio to large companies such as CSL, James Hardie Industries, Wesfarmers and Xero. Smaller companies that also contributed to performance were Objective Corporation, Macquarie Telecom Group (which is a new holding in the portfolio this year), Carsales.com, NEXTDC, Breville Group and Wellcom Group (which was taken over during the year). In particular, Objective Corporation and Macquarie Telecom Group (both of which are not included in an Index), more than doubled their share prices over the past 12 months as investors became attracted to these companies given their long term growth potential. AMCIL’s performance was also assisted by its relatively small exposure to the major banks and real estate companies, which were down heavily over the financial year (Figure 3).
Figure 1: Performance of S&P/ASX 50 Leaders, Small Ordinaries and Mid Cap 50 Indices Over the Financial Year
==> picture [324 x 212] intentionally omitted <==
----- Start of picture text -----
110
100
90
80
70
60
S&P/ASX 50 Index S&P/ASX Mid Cap 50 Index S&P/ASX Small Ordinaries Index
Source: FactSet
Jun 19 Jul 19 Aug 19 Sep 19 Oct 19 Nov 19 Dec 19 Jan 20 Feb 20 Mar 20 Apr 20 May 20 Jun 20
Index
----- End of picture text -----
Figure 2: Portfolio and Share Price Performance – Per Annum Returns to 30 June 2020, Including Franking Credits*
==> picture [596 x 369] intentionally omitted <==
----- Start of picture text -----
1 year 5 years 10 years
Net asset per share growth plus S&P/ASX 200 Accumulation Share price growth plus
dividends, including franking Index, including franking dividends, including franking
Assumes an investor can take full advantage of the franking credits. AMCIL’s portfolio return is also calculated after
management fees, income tax and capital gains tax on realised sales of investments. It should be noted that Index
returns for the market do not include management expenses or tax.
13.0%
12.1%
9.1% 11.2% 9.4%
7.6% 7.5% 8.1%
-6.6%
----- End of picture text -----*
AMCIL Limited
Annual Report 2020
5
Review of Operations and Activities
continued
AMCIL’s investment approach is to have a concentrated portfolio of high-quality companies that is very different to the S&P/ASX 200 Index (Figure 4) and expected to deliver above-market growth over the long term. As a result, there will be periods when the performance of AMCIL can vary quite markedly from the Index (Figure 5). Noting the difference in annual returns from the Index, the key objective is to deliver a sustained outperformance over the medium to long term. The long term performance of the portfolio, which is more in line with the Company’s investment timeframes, was 11.2 per cent per annum for the 10 years to 30 June 2020, ahead of the Index return of 9.4 per cent per annum (these returns include the full benefit of franking).
Figure 3: Selected Sector Performances
==> picture [326 x 177] intentionally omitted <==
----- Start of picture text -----
50%
40%
30%
20%
10%
0%
-10%
-20%
-30%
-40%
-50%
Financials Healthcare Real Estate Information Technology
Jul 19 Aug 19 Sep 19 Oct 19 Nov 19 Dec 19 Jan 20 Feb 20 Mar 20 Apr 20 May 20 Jun 20
----- End of picture text -----
Adjustments to the Portfolio
AMCIL has maintained its focus on strengthening the quality of the portfolio over the financial year and having more concentrated exposures to companies that fit its investment criteria. This has been an ongoing process over the last two years, which has meant the number of holdings in the portfolio has been reduced from 46 to the current number of 33 over this period.
The focus on quality has been particularly aimed at ensuring the business models of the companies AMCIL invests in have a long term sustainable competitive advantage and financial risk is low given their strong balance sheets. In this context, we increased our holding in Wesfarmers and reintroduced Woolworths Group back into the portfolio. A number of new companies were also added to the portfolio throughout the financial year. This included, Goodman Group, Macquarie Telecom Group, Cleanaway Waste Management, APA Group, REA Group and ASX. Recent market volatility also produced opportunities to participate in attractively priced equity raisings in Cochlear, Auckland International Airport, Reece, Ramsay Health Care, Oil Search and Qube Holdings.
Major sales over the financial year included Westpac, Reliance Worldwide Corporation, Sonic Healthcare, AUB Group and Lifestyle Communities.
Figure 4: Investment by Sector and the Portfolio’s Variance from the S&P/ASX 200 Index as at 30 June 2020
==> picture [331 x 202] intentionally omitted <==
----- Start of picture text -----
Industrials
Healthcare
Consumer
Discretionary
Materials
Communication
Services
Information
Technology
Other
Financials
Banks
Cash
Consumer
Staples
Real
Estate
Energy
Utilities
0% 5% 10% 15% 20% 25%
AMCIL portfolio weight S&P/ASX 200 Index weight
----- End of picture text -----
Figure 5: Performance Each Financial Year of AMCIL Including Dividends and Franking Credits Versus the S&P/ASX 200 Accumulation Index with Franking*
==> picture [325 x 173] intentionally omitted <==
----- Start of picture text -----
30%
25%
20%
15%
10%
5%
0%
-5%
-10%
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
AMCIL net asset per share S&P/ASX 200 Accumulation Index
growth including franking including franking
Assumes an investor can take full advantage of the franking credits.
----- End of picture text -----*
AMCIL Limited
Annual Report 2020
6
==> picture [596 x 673] intentionally omitted <==
AMCIL Limited 7 Annual Report 2020
Review of Operations and Activities
continued
==> picture [596 x 673] intentionally omitted <==
AMCIL Limited
Annual Report 2020
8
Share Price
The share price was trading at a discount of 6.4 per cent to the net asset backing (before tax on unrealised gains) at 30 June 2020, compared with a discount of 10.4 per cent at the end of the prior financial year. The share price return for the 12 months to 30 June 2020 of 13.0 per cent (including franking) was ahead of the portfolio return of 7.6 per cent (including franking) for this period.
Importantly, over a long term 10-year period, the share price return has performed well against the portfolio return, with the share price up 12.1 per cent per annum to 30 June 2020 versus the portfolio which was up 11.2 per cent per annum over this period (both figures include franking).
Figure 7 outlines the benefit of compound returns and the value of AMCIL’s investment approach. It shows the total share price return (including dividends and the full benefit of franking credits) from an investment of $1,000 in AMCIL shares over a 10-year period relative to the return from the ASX 200 Accumulation Index, including franking credits.
Moving Forward
Business conditions are very likely to remain subdued as the pathway out of the economic environment brought on by the COVID-19 pandemic continues to be very unclear. However, with other asset classes delivering low returns, Australian equities are likely to remain attractive, even though valuations are high (Figure 8).
From AMCIL’s perspective, we are pleased with the composition of the portfolio, with holdings across a diversified range of industries and with attractive medium to long term growth prospects. Given this, we believe we can be patient, selectively adding to investments should value opportunities present themselves in quality companies during any further market dislocation.
Figure 6: Share Price Discount/Premium to Net Asset Backing per Share
==> picture [320 x 178] intentionally omitted <==
----- Start of picture text -----
10%
5%
0%
-5%
-10%
Jun 15 Jun 16 Jun 17 Jun 18 Jun 19 Jun 20
----- End of picture text -----
Figure 7: 10-year Share Price Return of AMCIL Including Dividends and the Full Benefit of Franking Credits
==> picture [327 x 170] intentionally omitted <==
----- Start of picture text -----
$3,500
$3,000
$2,500
$2,000
$1,500
$1,000
$500
$0
AMCIL share price return, including franking S&P/ASX 200 Accumulation Index, including franking
Jun 10Dec 10Jun 11Dec 11Jun 12Dec 12Jun 13Dec 13Jun 14Dec 14Jun 15Dec 15Jun 16Dec 16Jun 17Dec 17Jun 18Dec 18Jun 19Dec 19Jun 20
----- End of picture text -----
Note assumes the reinvestment of dividends. This chart calculates the benefit of franking credits at the time dividends are paid for both AMCIL and the Index. In practice there is a timing difference between receipt of the dividend and the realisation of the franking benefit in the following tax year.
Figure 8: Valuation of the Market – Price Earnings Ratio of the S&P/ASX 200 Index
==> picture [322 x 139] intentionally omitted <==
----- Start of picture text -----
20
19
18
17
16
5-year average 15.9
15
14
13
2015 2016 2017 2018 2019 2020
Times
----- End of picture text -----
Source: FactSet
AMCIL Limited
Annual Report 2020
9
Review of Operations and Activities
continued
Financial Condition
The Company’s financing consists predominantly of shareholders’ funds.
Likely Developments
The Company intends to continue its investment activities in future years as it has done since recapitalisation. The results of these investment activities depend upon the performance of the companies and securities in which we invest. Their performance in turn depends on many economic factors (macro, which include economic growth rates, inflation, interest rates, exchange rates and taxation levels and micro which includes industry economics and competitive behaviour) and their approach to, and management of, material Environmental, Social and Governance (‘ESG’) risks.
The Directors do not believe it is possible or appropriate to make a prediction on the future course of markets or the performance of the Company’s investments. Accordingly, Directors do not provide a forecast of the likely results of our activities. However, the Company’s focus is on results over the medium to long term.
Capital Changes
As a result of the Company’s Dividend Reinvestment Plan 3,937,545 new shares were issued at $0.87 per share in August 2019.
The Company’s buy-back facility remains open although no shares were bought back during the year.
The Company’s contributed equity rose by $3.4 million to $189.6 million from $186.2 million. At the close of the year the Company had 278.5 million shares on issue.
Dividends
Directors have declared a fully franked final dividend of 2.5 cents per share (3.5 cents final dividend, also fully franked, last year).
Dividends paid during the year ended 30 June 2020 were as follows:
| 30 June 2020 were as follows: | |
|---|---|
| $’000 | |
| Final dividend for the | |
| year ended 30 June 2019 | |
| of 3.5 cents fully franked | |
| paid on 23 August 2019 | 9,611 |
Listed Investment Company Capital Gains
Listed Investment Companies (LIC) which make capital gains upon which tax is payable on the sale of investments held for more than one year are able to attach to their dividends a LIC capital gains amount which some shareholders are able to use to claim a tax deduction. This is called an ‘LIC capital gain attributable part’. The purpose of this is to put shareholders in Listed Investment Companie on a similar footing with holders of managed investment trusts with respect to capital gains tax on the sale of underlying investments.
Tax legislation sets out the definition of a ‘Listed Investment Company’ which AMCIL satisfies. Furthermore, from time to time the Company sells securities out of the investment portfolio held for more than one year which may result in capital gains being made and tax being paid. The Company is therefore on occasion in a position to be able to make available to shareholders a LIC capital gain attributable part with our dividends. The announced final divided will not be sourced from capital gains and consequently no LIC gain is payable.
Significant Changes in the State of Affairs
Directors are not aware of any other significant changes in the operations of the Company, or the environment in which it operates, that will adversely affect the results in subsequent years.
Events Since Balance Date
The Directors are not aware of any other matters or circumstance not otherwise disclosed in the Financial Report or the Directors’ Report which has arisen since the end of the financial year that has affected or may affect the operations, or the results of those operations, or the state of affairs of the Company in subsequent financial years.
Environmental Regulations
The Company’s operations are such that they are not directly affected by any material environmental regulations.
Rounding of Amounts
The Company is of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been rounded off in accordance with that Instrument, to the nearest thousand dollars, or in certain cases, to the nearest dollar.
AMCIL Limited
Annual Report 2020
10
Top 20 Investments
As at 30 June 2020
Includes investments held in both the investment and trading portfolios.
Valued at Closing Prices at 30 June 2020
| Total Value | % of the | ||
|---|---|---|---|
| $Million | Portfolio | ||
| 1 | CSL | 25.5 | 9.5 |
| 2 | BHP | 16.5 | 6.1 |
| 3 | Wesfarmers | 15.9 | 5.9 |
| 4 | Mainfreight | 12.5 | 4.6 |
| 5 | Macquarie Group | 12.1 | 4.5 |
| 6 | Transurban Group | 12.0 | 4.4 |
| 7 | Macquarie Telecom Group | 10.4 | 3.9 |
| 8 | National Australia Bank | 10.2 | 3.8 |
| 9 | Carsales.com | 9.0 | 3.3 |
| 10 | Woolworths Group | 8.9 | 3.3 |
| 11 | RamsayHealth Care | 8.9 | 3.3 |
| 12 | James Hardie Industries | 8.5 | 3.2 |
| 13 | Goodman Group | 8.5 | 3.1 |
| 14 | ARB Corporation | 7.5 | 2.8 |
| 15 | Qube Holdings | 7.1 | 2.6 |
| 16 | SydneyAirport | 7.0 | 2.6 |
| 17 | Objective Corporation | 6.8 | 2.5 |
| 18 | Reece | 6.4 | 2.4 |
| 19 | Oil Search | 6.4 | 2.4 |
| 20 | Xero | 6.3 | 2.3 |
| Total | 206.3 |
As a percentage of total portfolio value (excludes cash) 76.5%
AMCIL Limited
Annual Report 2020
11
Board Members
| Bruce B Teele | Chairman of the Investment Committee. |
|---|---|
| Chairman and | Mr Teele was elected to the Board in 2003 and appointed Chairman |
| Non-Executive Director | in 2004. He was formerly the Chairman of Australian Foundation |
| BSc, BCom (Melb) | Investment Company Limited (AFIC) and Djerriwarrh Investments Limited and the Executive Chairman of the JBWere Group. |
| Mark Freeman | Member of the Investment Committee. |
| Managing Director | Mr Freeman became Chief Executive Offcer and Managing Director |
| BE, MBA, Grad Dip App Fin (Sec Inst), AMP (INSEAD) |
in January 2018 having been Chief Investment Offcer since joining the Company in February 2007. Prior to this he was a Partner with Goldman Sachs JBWere where he spent 12 years advising the investment companies on their investment and dealing activities. |
| He has a deep knowledge and experience of investments markets | |
| and the Company’s approaches, policies and processes. He is also | |
| Managing Director of AFIC, Djerriwarrh Investments Limited and | |
| Mirrabooka Investments Limited. | |
| Ross E Barker | Member of the Investment and Audit Committees. |
| Non-Executive Director | Mr Barker has been a Director of the Company since May 1996 and was |
| BSc (Hons), MBA (Melb), F Fin |
Managing Director from February 2001 to December 2017. Mr Barker transitioned to a Non-Executive Director in January 2018. He is also a Non-Executive Director of AFIC, Mirrabooka Investments Limited and |
| AICS (Australian Investment Company Services Limited, a subsidiary | |
| of AFIC). He is Chairman of Melbourne Business School Ltd, and an | |
| Advisory Board member of the Faculty of Business and Economics | |
| at the University of Melbourne. | |
| Roger G Brown | Member of the Investment Committee. |
| Independent | Mr Brown was appointed to the Board in February 2014. He has been |
| Non-Executive Director | the Non-Executive Chairman of ARB Corporation Limited since 2016. |
| B.Eng, MBA | Mr Brown also held the position of Executive Chairman of the company from 1987 to 2016. |
| Mr Brown has wide experience as a CEO and Director and brings to the | |
| Company a wealth of knowledge from ARB Corporation’s involvement | |
| in the automotive industry in Australia and overseas. |
AMCIL Limited
Annual Report 2020
12
Michael J Hirst
Independent Non-Executive Director B Com (Melb), SF Fin
Mr Hirst joined the Board in January 2019. He is a Director of GMHBA Limited, Health.com.au, GMHBA Services Limited and Deputy Chairman of Racing Victoria Limited. He was Managing Director and Chief Executive Officer of Bendigo and Adelaide Bank Ltd from 2009 to 2018. He previously held senior executive and management positions with Colonial Limited, Chase AMP Bank Limited and Westpac Banking Corporation. He is an honorary member of the Business Council of Australia.
Member of the Audit Committee.
Siobhan L McKenna
Ms McKenna joined the Board in March 2016. She has a significant Independent international background in strategy and policy in the public and private Non-Executive Director sectors. As an executive she has led consumer facing businesses in the media and digital sectors. She was a Commissioner of the Australian B.Ec. (Hons), MPHIL Productivity Commission and a Partner of McKinsey and Company. She is Chairman of Foxtel, Fox Sports and Australian News Channel, a Non-Executive Director of Woolworths Limited, and a Director of Nova Entertainment.
Rupert Myer AO
Chairman of the Audit Committee and Member of the Investment Committee.
Independent Non-Executive Director Mr Myer is a company Director and was appointed a Director in January 2000. Currently, he is Chairman of the Yulgilbar Group BCom (Hons) (Melb), and a Director of eCargo Holdings Limited, Mutual Trust Pty Limited MA (Cantab) and Myer Family Investments Pty Ltd. Mr Myer was formerly Deputy Chairman of Myer Holdings Ltd, a Director of Diversified United Investments Limited and Healthscope Limited.
Jon Webster AM Mr Webster was appointed to the Board in November 2016. Mr Webster is a consultant at Allens having been a partner of Allens practicing in the Independent area of corporate law and governance for over 30 years and was a Board Non-Executive Director member of Allens for 12 years. He is a Trustee of the R E Ross Trust and a Director of Hillview Quarries Pty Ltd. He is a former Chairman of the Audit BCom, LLB (Hons) LLM Committee of the Northern Land Council, Chairman of the Corporations Committee of the Law Council of Australia, a former Director of the Human Rights Law Centre and a former member of the ASX’s Listings Advisory Panel and of the Federal Government’s Consultative Group to the Corporations Law Simplification Task Force.
AMCIL Limited
Annual Report 2020
13
Board Members
continued
Meetings of Directors
The number of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2020 and the numbers of meetings attended by each Director were:
| Board Investment Committee Audit Committee |
|
|---|---|
| Eligible to Attend Attended Eligible to Attend Attended Eligible to Attend Attended |
|
| BB Teele RE Barker RG Brown RM Freeman SL McKenna MJ Hirst RH Myer JJ Webster |
12 11 18 17 - - 12 12 18 17 3 3 12 10 18 16 - - 12 12 18 18 - 3# 12 12 - 11# 3 3 12 12 - 15# - 2# 12 11 18 16 3 3 12 12 - 17# 3 3# |
Attended meetings by invitation.
Insurance of Directors and Officers
During the financial year, the Company paid insurance premiums to insure the Directors and Officers named in this report to the extent allowable by law. The terms of the insurance contract preclude disclosure of further details.
Corporate Governance Statement
A copy of the Company’s Corporate Governance Statement for the financial year ended 30 June 2020 can be found on the Company’s website at:
amcil.com.au/Corporate-Governance.aspx
AMCIL Limited
Annual Report 2020
14
Senior Executives
Geoffrey N Driver
General Manager, Business Development and Investor Relations
Mr Driver joined the Company in January 2003. Previously, he was with National Australia Bank Ltd for 18 years in various roles covering business strategy, marketing, distribution, investor relations and business operations. Mr Driver was formerly Chairman of Trust for Nature (Victoria).
B Ec, Grad Dip Finance, MAICD
Andrew JB Porter
Chief Financial Officer
MA (Hons) (St And), FCA, MAICD
Matthew Rowe
Company Secretary
BA (Hons), MSc Corp Gov, FGIA, FCIS
Mr Porter joined the Company in January 2005. He is a Chartered Accountant and has had over 24 years’ experience in accounting and financial management both in the United Kingdom with Andersen Consulting and Credit Suisse First Boston, and in Australia where he was Regional Chief Operating Officer for the Corporate and Investment Banking Division of CSFB. He is the immediate former Chair of The Group of 100 (G100), the peak body for CFOs and remains on the Board, is a Director of the Auditing and Assurance Standards Board (AUASB) and a Director of the Anglican Foundation.
Mr Rowe joined the Company in July 2016. He is a Chartered Secretary with over 15 years of experience in corporate governance with a particular focus in listed investment companies. He was previously a corporate governance adviser at a professional services firm which included acting as Company Secretary for three ASX listed companies. Prior to that he was the Company Secretarial Manager for a funds management company based in the United Kingdom.
AMCIL Limited
Annual Report 2020
15
Remuneration Report
(a) Principles Used to Determine Nature and Amount of Remuneration
The constitution of AMCIL requires approval by the shareholders in general meeting of a maximum amount of remuneration to be allocated between Non-Executive Directors as they determine. In proposing the maximum amount for consideration in general meeting, and in determining the allocation, the Board takes account of the time demands made on Directors, together with such factors as the general level of fees paid to Australian corporate Directors. The amount of remuneration excludes amounts that were owing to them when the Directors retirement allowances were frozen at 31 December 2003. Shareholders approved an aggregate maximum amount of $600,000 for the remuneration of Directors at the AGM in October 2012.
Directors hold office until such time as they retire, resign or are removed from office under the terms set out in the constitution of the Company.
AMCIL does not pay any performance based remuneration. Mr Freeman is made available as Managing Director of AMCIL by Australian Investment Company Services Ltd (‘AICS’). As part of his remuneration arrangements with AICS, Mr Freeman receives an ‘at risk’ component which is based on performance, as do other Executives. The performance criteria include quantitative and qualitative assessments which include, amongst other things, the services that he has provided to AMCIL and for which AICS is paid.
The Directors and the Company have agreed to freeze Directors retirement benefits at the 31 December 2003 level. This frozen amount will be paid to the respective Directors when they ultimately retire, without further adjustment. The Company continues to pay SGC contributions on Directors’ fees.
(b) Remuneration of Directors
Directors of the Company determine the fees of Directors within the aggregate limit established by shareholders in general meeting.
Details of the nature and amounts of each Director’s remuneration in respect of the year to 30 June 2020 were as follows:
==> picture [497 x 374] intentionally omitted <==
----- Start of picture text -----
Post
Short Term Employment
Total
Fee/Base Salary Superannuation Remuneration
$ $ $
BB Teele – Chairman (Non-Executive)
2020 116,895 11,105 128,000
2019 116,895 11,105 128,000
RE Barker – (Non-Executive)
2020 58,447 5,553 64,000
2019 58,447 5,553 64,000
RG Brown – Director (Non-Executive)
2020 58,447 5,553 64,000
2019 58,447 5,553 64,000
RM Freeman – Managing Director (Executive)
2020 - - -
2019 - - -
MJ Hirst – Director (Non-Executive)(appointed 23 January 2019)
2020 58,447 5,553 64,000
2019 25,501 2,423 27,924
SL McKenna – Director (Non-Executive)
2020 58,447 5,553 64,000
2019 58,447 5,553 64,000
RH Myer – Director (Non-Executive)
2020 58,447 5,553 64,000
2019 58,447 5,553 64,000
RB Santamaria – Director (Non-Executive)(retired 5 October 2018)
2019 15,261 1,450 16,711
JJ Webster – Director (Non-Executive)
2020 58,447 5,553 64,000
2019 58,447 5,553 64,000
Total Remuneration: Directors
2020 467,577 44,423 512,000
2019 449,892 42,743 492,635
----- End of picture text -----
AMCIL Limited
Annual Report 2020
16
(c) Directors’ Retirement Allowances
The Board proposed and shareholders approved at the 2004 AGM discontinuing the practice of paying Directors’ retirement allowances.
The Directors’ retirement allowance provided in past years was equal to the total emoluments that the Director received in the three years immediately preceding retirement, where a Director had held office for five or more years and a proportionate part for less than five years’ service.
For relevant Directors in office at 31 December 2003, the amounts accrued as at that date will be paid to them upon their ultimate retirement. No further accruals of Directors’ retiring allowances will be made after 31 December 2003. New Directors appointed to the Company, including Mr Teele who was re-appointed on 19 December 2003, will not be entitled to any Directors’ retirement allowance.
The amounts payable to the respective current Directors who were in office at 31 December 2003, which will be paid when they retire, are set out below. These amounts were expensed in prior years as the retirement allowances accrued.
| Amount Payable on Retirement | |
|---|---|
| $ | |
| RE Barker | 87,000 |
| RH Myer | 68,150 |
| 155,150 |
Holdings of Securities Issued by the Company
As at 30 June 2020, Directors and Executives who held shares issued by the Company for their own benefit or who have an interest in holdings in the name of another party, and the total number of such securities, are as follows:
| Balance at | Balance at | |
|---|---|---|
| 1 July2019 | Net Changes 30 June 2020 |
|
| BB Teele | 48,166,901 | 1,847,240 50,014,141 |
| RE Barker | 4,836,957 | 24,914 4,861,871 |
| RG Brown | 1,418,762 | 57,076 1,475,838 |
| RM Freeman | 824,182 | 46,157 870,339 |
| MJ Hirst | 345,000 | - 345,000 |
| SL McKenna | 678,263 | 27,287 705,550 |
| RH Myer | 1,255,465 | 144,535 1,400,000 |
| JJ Webster | 1,671,329 | 352,755 2,024,084 |
| GN Driver | 391,277 | 15,742 407,019 |
| AJB Porter | 51,632 | 2,077 53,709 |
| MJ Rowe | 4,114 | 994 5,108 |
It is the Company’s policy that no AMCIL shares owned by Directors or Executives are held subject to margin loans.
(d) Executives
The Company has four executives, RM Freeman, Managing Director; GN Driver, General Manager – Business Development and Investor Relations; AJB Porter, Chief Financial Officer; and MJ Rowe who is Company Secretary (30 June 2019: four executives).
No remuneration is paid to the executives directly by AMCIL as their services are provided pursuant to an arrangement with AICS as outlined in the Notes to the Financial Statements. However, the Managing Director, General Manager – Business Development and Investor Relations, the Chief Financial Officer and the Company Secretary are all required to purchase AMCIL shares as part of their Annual Incentive Plans. All Executives purchased shares during the year under this Plan.
AMCIL Limited
Annual Report 2020
17
Non-audit Services
Details of non-audit services performed by the auditors may be found in Note F2 of the Financial Report.
The Board of Directors has considered the position and, in accordance with the advice received from the Audit Committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The Directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
-
all non-audit services have been reviewed by the Audit Committee to ensure they do not impact the impartiality and objectivity of the auditor; and
-
none of the services undermine the general principles relating to auditor independence as set out in the Corporations Act 2001 including reviewing or auditing the auditor’s own work, acting in management or a decision-making capacity for the Company, acting as advocate for the Company, or jointly sharing economic risk and rewards.
A copy of the Auditors’ Independence Declaration is set out on page 19.
This report in relation to the financial year to 30 June 2020 is presented by the Directors of the Company in accordance with a resolution of Directors.
==> picture [112 x 51] intentionally omitted <==
BB Teele Chairman
Melbourne 28 July 2020
AMCIL Limited
Annual Report 2020
18
Auditor’s Independence Declaration
==> picture [476 x 673] intentionally omitted <==
AMCIL Limited
Annual Report 2020
19
FINANCIAL STATEMENTS
20 FINANCIAL STATEMENTS
35 D. Balance Sheet Reconciliations
-
35 D1. Current Assets – Cash
-
21 Income Statement
-
22 Statement of Comprehensive Income
-
23 Balance Sheet
-
24 Statement of Changes in Equity
-
26 Cash Flow Statement
-
35 D2. Credit Facilities
-
35 D3. Revaluation Reserve
-
36 D4. Realised Capital Gains Reserve
-
36 D5. Retained Profits
-
36 D6. Share Capital
27 NOTES TO THE FINANCIAL STATEMENTS
-
27 A. Understanding AMCIL’s Financial Performance
-
27 A1. How AMCIL Manages Its Capital
-
27 A2. Investments Held and How They Are Measured
-
29 A3. Operating Income
-
29 A4. Dividends Paid
-
30 A5. Earnings Per Share
-
37 E. Income Statement Reconciliations
-
37 E1. Reconciliation of Net Cash Flows From Operating Activities to Profit
-
37 E2. Tax Reconciliations
-
38 F. Further Information
-
38 F1. Related Parties
-
38 F2. Remuneration of Auditors
-
38 F3. Segment Reporting
-
39 F4. Summary of Other Accounting Policies
-
30 B. Costs, Tax and Risk
-
30 B1. Management Costs
-
31 B2. Tax
-
32 B3. Risk
-
34 C. Unrecognised Items
-
34 C1. Contingencies
AMCIL Limited
Annual Report 2020
20
Income Statement
For the Year Ended 30 June 2020
| Note 2020 $’000 2019 $’000 |
|
|---|---|
| Dividends and distributions | A3 7,074 8,984 |
| Revenue from deposits and bank bills | 104 199 |
| Other revenue | 54 10 |
| Total revenue | 7,232 9,193 |
| Net gains/(losses) on trading portfolio | A3 393 (376) |
| Income/(losses)from options writtenportfolio | A3 857 251 |
| Income from operatingactivities | 8,482 9,068 |
| Finance costs | (98) (63) |
| Administration expenses | B1 (1,797) (1,846) |
| Profit before income tax expense | 6,587 7,159 |
| Income tax expense | B2,E2 (624) (144) |
| Profit for theyear | 5,963 7,015 |
| Cents Cents |
|
| Basic earningsper share | A5 2.15 2.60 |
This Income Statement should be read in conjunction with the accompanying notes.
AMCIL Limited
Annual Report 2020
21
Statement of Comprehensive Income
For the Year Ended 30 June 2020
| Year to 30 June 2020 Year to 30 June 2019 |
Year to 30 June 2020 Year to 30 June 2019 |
|
|---|---|---|
| Revenue1 Capital1 Total Revenue |
Capital | Total |
| $’000 $’000 $’000 $’000 |
$’000 | $’000 |
| Profit for the year 5,963 - 5,963 7,015 |
- | 7,015 |
| Other comprehensive income Gains for the period - 10,893 10,893 - |
5,651 | 5,651 |
| Tax on above - (3,317) (3,317) - |
(1,298) | (1,298) |
| Total other comprehensive income - 7,576 7,576 - |
4,353 | 4,353 |
| Total comprehensive income 5,963 7,576 13,539 7,015 |
4,353 | 11,368 |
- ‘Capital’ includes realised or unrealised gains or losses (and the tax on those) on securities in the investment portfolio. Income in the form of distributions and dividends is recorded as ‘revenue’. All other items, including expenses, are included in profit for the year, which is categorised under ‘revenue’.
None of the items included in other comprehensive income will be recycled through the Income Statement.
This Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
AMCIL Limited
Annual Report 2020
22
Balance Sheet
As at 30 June 2020
| Note 2020 $’000 2019 $’000 |
|
|---|---|
| Current assets | |
| Cash | D1 9,190 13,988 |
| Receivables | 719 2,993 |
| Total current assets | 9,909 16,981 |
| Non-current assets | |
| Deferred tax assets | E2 14 137 |
| Investmentportfolio | A2 269,617 253,395 |
| Total non-current assets | 269,631 253,532 |
| Total assets | 279,540 270,513 |
| Current liabilities | |
| Payables | 175 173 |
| Tax payable | 1,107 851 |
| Options sold | A2 - 1,217 |
| Total current liabilities | 1,282 2,241 |
| Non-current liabilities | |
| Deferred tax liabilities – investmentportfolio | B2 23,363 20,718 |
| Total non-current liabilities | 23,363 20,718 |
| Total liabilities | 24,645 22,959 |
| Net assets | 254,895 247,554 |
| Shareholders’ equity | |
| Share capital | A1, D6 189,581 186,168 |
| Revaluation reserve | A1, D3 40,075 36,784 |
| Realised capital gains reserve | A1, D4 15,684 19,637 |
| Retainedprofits | A1,D5 9,555 4,965 |
| Total shareholders’ equity | 254,895 247,554 |
This Balance Sheet should be read in conjunction with the accompanying notes.
AMCIL Limited
Annual Report 2020
23
Statement of Changes in Equity
For the Year Ended 30 June 2020
| Year Ended 30 June 2020 | Note | Share Capital $’000 Revaluation Reserve $’000 Realised Capital Gains Reserve $’000 Retained Profts $’000 Total $’000 |
|---|---|---|
| Total equity at the beginning of the year | 186,168 36,784 19,637 4,965 247,554 |
|
| Dividends paid | A4 | - - (8,238) (1,373) (9,611) |
| Shares issued under Dividend Reinvestment Plan | D6 | 3,426 - - - 3,426 |
| Other share capital adjustments | (13) - - - (13) |
|
| Total transactions with shareholders | 3,413 - (8,238) (1,373) (6,198) |
|
| Profit for the year | - - - 5,963 5,963 |
|
| Other comprehensive income (net of tax) | ||
| Netgain for theperiod on investments | - 7,576 - - 7,576 |
|
| Other comprehensive income for the year | - 7,576 - - 7,576 |
|
| Transfer to realised capital gains reserve | ||
| of realisedgains on investments sold | - (4,285) 4,285 - - |
|
| Total equityat the end of theyear | 189,581 40,075 15,684 9,555 254,895 |
This Statement of Changes in Equity should be read in conjunction with the accompanying notes.
AMCIL Limited
Annual Report 2020
24
| Realised | ||||||
|---|---|---|---|---|---|---|
| Share | Revaluation | Capital | Retained | |||
| Capital | Reserve | Gains | Profts | Total | ||
| Year Ended 30 June 2019 | Note | $’000 | $’000 | $’000 | $’000 | $’000 |
| Total equity at the beginning of the year | 174,748 | 39,285 | 20,721 | 10,604 | 245,358 | |
| Dividends paid | A4 | - | - | (7,938) | (12,654) | (20,592) |
| Shares issued under Dividend Reinvestment Plan | D6 | 7,149 | - | - | - | 7,149 |
| Share issued under Share Purchase Plan | D6 | 4,319 | 4,319 | |||
| Other share capital adjustments | (48) | - | - | - | (48) | |
| Total transactions with shareholders | 11,420 | - | (7,938) | (12,654) | (9,172) | |
| Profit for the year | - | - | - | 7,015 | 7,015 | |
| Other comprehensive income (net of tax) | ||||||
| Netgain for theperiod on investments | - | 4,353 | - | - | 4,353 | |
| Other comprehensive income for the year | - | 4,353 | - | - | 4,353 | |
| Transfer to realised capital gains reserve | ||||||
| of realisedgains on investments sold | - | (6,854) | 6,854 | - | - | |
| Total equityat the end of theyear | 186,168 | 36,784 | 19,637 | 4,965 | 247,554 |
This Statement of Changes in Equity should be read in conjunction with the accompanying notes.
AMCIL Limited
Annual Report 2020
25
Cash Flow Statement
For the Year Ended 30 June 2020
| Note 2020 $’000 Infows/ (Outfows) 2019 $’000 Infows/ (Outfows) |
|
|---|---|
| Cash flows from operating activities | |
| Sales from trading portfolio | 3,599 9,373 |
| Purchases for trading portfolio | (2,560) (10,596) |
| Interest received | 104 199 |
| Proceeds from entering into options in options written portfolio | 1,154 1,621 |
| Payment to close out options in options written portfolio | (1,514) (1,214) |
| Dividends and distributions received | 6,508 8,473 |
| Other receipts | 7,291 7,856 54 10 |
| Administration expenses | (1,797) (1,923) |
| Finance costs paid | (98) (64) |
| Income taxespaid | - (1,435) |
| Net cash inflow/(outflow)from operatingactivities | E1 5,450 4,444 |
| Cash flows from investing activities | |
| Sales from investment portfolio | 117,527 79,836 |
| Purchases for investment portfolio | (120,662) (60,028) |
| Taxpaid on capitalgains | (915) (2,243) |
| Net cash inflow/(outflow)from investingactivities | (4,050) 17,565 |
| Cash flows from financing activities | |
| Shares issued | 3,426 11,469 |
| Share issue transaction costs | (13) (48) |
| Net borrowings | - (1,000) |
| Dividendspaid | (9,611) (20,592) |
| Net cash inflow/(outflow)from financingactivities | (6,198) (10,171) |
| Net increase/(decrease) in cash held | (4,798) 11,838 |
| Cash at the beginningof theyear | 13,988 2,150 |
| Cash at the end of theyear | D1 9,190 13,988 |
For the purpose of the cash flow statement, ‘cash’ includes cash and deposits held at call.
This Cash Flow Statement should be read in conjunction with the accompanying notes.
AMCIL Limited
Annual Report 2020
26
NOTES TO THE FINANCIAL STATEMENTS
A. Understanding AMCIL’s Financial Performance
A1. How AMCIL Manages its Capital
AMCIL’s objective is to provide shareholders with attractive total returns including strong capital growth over the medium to long term and to pay fully franked dividends.
AMCIL recognises that its capital will fluctuate with market conditions. In order to manage those fluctuations, the Board may adjust the amount of dividends paid, issue new shares, buy back the Company’s shares or sell assets to settle any debt.
AMCIL’s capital consists of its shareholders’ equity plus any net borrowings. A summary of the balances in equity is provided below:
| 2020 | 2019 |
|---|---|
| $’000 | $’000 |
| Share capital 189,581 |
186,168 |
| Revaluation reserve 40,075 |
36,784 |
| Realised capital gains reserve 15,684 |
19,637 |
| Retainedprofits 9,555 |
4,965 |
| 254,895 | 247,554 |
Refer to Notes D3–D6 for a reconciliation of movement for each equity account from period to period.
A2. Investments Held and How They Are Measured
AMCIL has three portfolios of securities: the investment portfolio, the options written portfolio and the trading portfolio. Details of all holdings (except for specific option holdings) as at the end of the reporting period can be found at the end of the Annual Report.
The investment portfolio holds securities which the Company intends to retain on a long-term basis. The options written portfolio and trading portfolio are held for short-term trading only. The latter is relatively small in size when utilised. The options written portfolio can contain both call and put options and call options are only written over securities held in the investment portfolio.
The balance and composition of the investment portfolio was:
| The balance and composition of the investment portfolio was: | ||
|---|---|---|
| 2020 | 2019 | |
| $’000 | $’000 | |
| Equityinstruments(at market value) | 269,617 | 253,395 |
| 269,617 | 253,395 |
The fair value (the price at which the option may be bought) at 30 June of the securities in the options written portfolio was:
| 2020 | 2019 | |
|---|---|---|
| $’000 | $’000 | |
| Call options | - | 1,216 |
| Put options | - | 1 |
| - | 1,217 |
There were no call or put options outstanding at the year end (2019: $23.4 million call option exposure and $0.5 million put option exposure).
$7.7 million of shares are lodged with ASX Clear Pty Ltd as collateral for potential sold option positions written by the Company (2019: $10.4 million). These shares are lodged with ASX Clear under the terms of ASX Clear Pty Ltd which require participants in the Exchange Traded Option market to lodge collateral, and are recorded as part of the Company’s investment portfolio.
AMCIL Limited
Annual Report 2020
27
Notes to the Financial Statements
continued
How Investments Are Shown in the Financial Statements
The accounting standards set out the following hierarchy for fair value measurement:
Level 1: quoted prices in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices, which can be observed either directly (as prices) or indirectly (derived from prices).
Level 3: inputs for the asset or liabilities that are not based on observable market data.
All financial instruments held by AMCIL are classified as Level 1 (other than an immaterial amount of call or put options when written). Their fair values are initially measured at the costs of acquisition and then remeasured based on quoted market prices at the end of the reporting period.
Net Tangible Asset Backing Per Share
The Board regularly reviews the net asset backing per share both before and after provision for deferred tax on the unrealised gains in AMCIL’s long-term investment portfolio. Deferred tax is calculated as set out in Note B2. The relevant amounts as at 30 June 2020 and 30 June 2019 were as follows:
| and 30 June 2019 were as follows: | |
|---|---|
| Net Tangible Asset BackingPer Share | 30 June 2020 $ 30 June 2019 $ |
| Before tax | 1.00 0.98 |
| After tax | 0.92 0.90 |
Equity Investments
The shares in the investment portfolio are designated under the accounting standards as financial assets measured at fair value through ‘other comprehensive income’ (‘OCI’), because they are equity instruments held for long-term capital growth and dividend income, rather than to make a profit from their sale. This means that changes in the value of these shares during the reporting period are included in OCI in the Statement of Comprehensive Income. The cumulative change in value of the shares over time is then recorded in the revaluation reserve. On disposal, the amounts recorded in the revaluation reserve are transferred to the realised capital gains reserve.
Options
Options are classified as financial assets or liabilities at fair value through profit and loss and usually have an expiry date within 12 months from the date that they are sold. Options written are initially brought to account at the amount received upfront for entering into the contract (the premium) and subsequently revalued to current market value.
Securities Sold and How They Are Measured
Where securities are sold, any difference between the sale price and the cost is transferred from the revaluation reserve to the realised capital gains reserve and the amounts noted in the Statement of Changes in Equity. This means the Company is able to identify the realised gains out of which it can pay a ‘Listed Investment Company’ (LIC) gain as part of the dividend, which conveys certain taxation benefits to many of AMCIL’s shareholders.
The realised gain or loss on options written is not recognised until the option expires, is exercised or is closed out. All unrealised gains or losses which represent movements in the market value of the options are recognised through the Income Statement.
During the period $115.4 million (2019: $75.7 million) of equity securities were sold. The cumulative gain on the sale of securities from the investment portfolio was $4.3 million for the period after tax (2019: $6.9 million). This has been transferred from the revaluation reserve to the realised capital gains reserve (see Statement of Changes in Equity). These sales were accounted for at the date of trade.
AMCIL Limited
Annual Report 2020
28
A3. Operating Income
The total income received from AMCIL’s investments in 2020 is set out below.
| A3. Operating Income The total income received from AMCIL’s investments in 2020 is set out below. |
|
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| Dividends and distributions Dividends from securities held in investment portfolio at 30 June 5,148 |
7,668 |
| Dividends from investment securities sold during the year 1,926 |
1,197 |
| Dividends from tradingsecurities sold duringtheyear - |
119 |
| 7,074 | 8,984 |
Dividends from listed securities are recognised as income when those securities are quoted in the market on an ex-distribution basis. Dividends from unlisted securities are recognised as income when they are received. Capital returns on ordinary shares are treated as an adjustment to the carrying value of the shares.
Trading Income and Non-Equity Investments
Net gains (before tax) on the trading and options portfolio are set out below.
| Trading Income and Non-Equity Investments Net gains (before tax) on the trading and options portfolio are set out below. |
|
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| Net gains Net realised gains/(losses) from securities in trading portfolio 393 |
(471) |
| Net realised gains from options in trading portfolio - |
95 |
| Realised gains on options written portfolio 857 |
863 |
| Unrealisedgains/(losses)on options writtenportfolio - |
(612) |
| 1,250 | (125) |
A4. Dividends Paid
The dividends paid and payable for the year ended 30 June 2020 are shown below:
| A4. Dividends Paid The dividends paid and payable for the year ended 30 June 2020 are shown below: |
|
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| (a) Dividends Paid During The Year Final dividend for the year ended 30 June 2019 of 3.5 cents fully franked at 30 per cent, paid 23 August 2019 (2019: 4.25 cents fully franked at 30 per cent, paid on 24 August 2018) 9,611 |
11,114 |
| No interim dividend for the year ended 30 June 2020 was paid (2019: interim dividend of 2.0 cents plus a special dividend of 1.5 cents,both fullyfranked at 30per cent, paid 22 February2019) - |
9,478 |
| 9,611 | 20,592 |
| (b) Franking Credits Balance on the franking account after allowing for tax payable in respect of the current year’s profits and the receipt of dividends recognised as receivables 3,391 |
4,535 |
| Impact on the franking account of dividends declared but not recognised as a liability at the end of the current financialyear: (2,984) |
(4,119) |
| Net available 407 |
416 |
| These franking account balances would allow AMCIL to frank additional dividend payments at a rate of 30per cent(30 June 2019: 30per cent)upto an amount of: 950 |
971 |
AMCIL’s ability to continue to pay franked dividends is dependent upon the receipt of franked dividends from the trading and investment portfolios and on AMCIL paying tax.
AMCIL Limited
Annual Report 2020
29
Notes to the Financial Statements
continued
| 2020 $’000 2019 $’000 |
|
|---|---|
| (c) Dividends Declared After Balance Date | |
| Since the end of the year Directors have declared a fnal dividend of 2.5 cents per share fully franked | |
| at 30 per cent. The aggregate amount of the fnal dividend for the year to 30 June 2020 to be paid on | |
| 27 August 2020,but not recognised as a liabilityat the end of the fnancialyear is: | 6,963 |
| (d) Listed Investment Company Capital Gain Account | |
| Balance of the Listed Investment Company (LIC) capital gain account | 2,600 8,738 |
| This equates to an attributablegain of | 3,714 12,483 |
Distributed LIC capital gains may entitle certain shareholders to a deduction in their tax return, as set out in the dividend statement. LIC capital gains available for distribution are dependent on the disposal of investment portfolio holdings that qualify for LIC capital gains, or the receipt of LIC distributions from LIC securities held in the portfolios. None of the attributable gain is being paid out as part of the final dividend.
A5. Earnings Per Share
The table below shows the earnings per share based on the profit for the year:
| A5. Earnings Per Share The table below shows the earnings per share based on the proft for the year: |
|
|---|---|
| Basic Earnings Per Share | 2020 Number 2019 Number |
| Weighted average number of ordinary shares used as the denominator | 277,943,049 269,697,832 $’000 $’000 |
| Profit for the year | 5,963 7,015 Cents Cents |
| Basic earnings per share | 2.15 2.60 |
Dilution
As there are no options, convertible notes or other dilutive instruments on issue, diluted earnings per share is the same as basic earnings per share.
B. Costs, Tax and Risk
B1. Management Costs
The total management expenses for the period are as follows:
| B. Costs, Tax and Risk B1. Management Costs The total management expenses for the period are as follows: |
||
|---|---|---|
| 2020 | 2019 | |
| $’000 | $’000 | |
| Administration fees paid to AICS | (839) | (906) |
| Other administration expenses | (958) | (940) |
| (1,797) | (1,846) |
Administration Fees Paid to AICS
Australian Investment Company Services Limited (‘AICS’) undertakes the day-to-day administration of AMCIL’s investments and its operations, including financial reporting.
AMCIL Limited
Annual Report 2020
30
Other Administration Expenses
A major component of other administration expenses is Directors’ remuneration. This has been summarised below:
| Post- | |||
|---|---|---|---|
| Short Term | employment | ||
| Benefts | Benefts | Total | |
| $ | $ | $ | |
| 2020 Directors |
467,577 | 44,423 | 512,000 |
| 2019 | |||
| Directors | 449,892 | 42,743 | 492,635 |
AMCIL recognises Directors’ retirement allowances that have been crystallised as ‘amounts payable’. There are no further retirement allowances that will need to be expensed.
Detailed remuneration disclosures are provided in the Remuneration Report.
The Company does not make loans to Directors.
B2. Tax
AMCIL’s tax position, and how it accounts for tax, is explained here. Detailed reconciliations of tax accounting to the financial statements can be found in Note E2.
The income tax expense for the period is the tax payable on this financial year’s taxable income, adjusted for any changes in deferred tax assets and liabilities attributable to temporary differences and for any unused tax losses. Deferred tax assets and liabilities (except for those related to the unrealised gains or losses in the investment portfolio) are offset, as all current and deferred taxes relate to the Australian Taxation Office and can legally be settled on a net basis. Deferred tax balances are calculated at the rate of 30 per cent (2019: 30 per cent).
A provision has been made for taxes on any unrealised gains or losses on securities valued at fair value through the Income Statement – i.e. the trading portfolio and the options written portfolio.
A provision also has to be made for any taxes that could arise on sale of securities in the investment portfolio, even though there is no intention to dispose of them. Where AMCIL disposes of such securities, tax is calculated according to the particular parcels allocated to the sale for tax purposes, offset against any capital losses carried forward.
Tax Expense
The income tax expense for the period is shown below:
(a) Reconciliation of Income Tax Expense to Prima Facie Tax Payable
| Tax Expense The income tax expense for the period is shown below: (a) Reconciliation of Income Tax Expense to Prima Facie Tax Payable |
|
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| Profit before income tax expense 6,587 |
7,159 |
| Tax at the Australian company tax rate of 30 per cent (2019 – 30 per cent) 1,976 |
2,148 |
| Tax offset for franked dividends received (1,365) |
(2,024) |
| Tax effect of sundryitems either taxable in currentyear but not included in income or non-taxable 52 |
51 |
| 663 | 175 |
| Overprovision inprioryears (39) |
(31) |
| Total tax expense 624 |
144 |
AMCIL Limited
Annual Report 2020
31
Notes to the Financial Statements
continued
Deferred Tax Liabilities – Investment Portfolio
The accounting standards require us to recognise a deferred tax liability for the potential capital gains tax on the unrealised gain in the investment portfolio. This amount is shown in the Balance Sheet. However, the Board does not intend to sell the investment portfolio, so this tax liability is unlikely to arise at this amount. Any sale of securities would also be affected by any changes in capital gains tax legislation or tax rate applicable to such gains when they are sold.
| legislation or tax rate applicable to such gains when they are sold. | |
|---|---|
| 2020 $’000 2019 $’000 |
|
| Deferred tax liabilities on unrealised gains in the investment portfolio | 23,363 20,718 |
| Opening balance at 1 July | 20,718 22,290 |
| Tax on realised gains (at 30 per cent) | (672) (2,870) |
| Charged to OCI for ordinarysecurities ongains or losses for theperiod | 3,317 1,298 |
| 23,363 20,718 |
B3. Risk
Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. As a Listed Investment Company that invests in tradeable securities, AMCIL can never be free of market risk as it invests its capital in securities which are not risk free – the market price of these securities will fluctuate.
A general fall in market prices of 5 per cent and 10 per cent, if spread equally over all assets in the investment portfolio, would have led to a reduction in AMCIL’s comprehensive income of $9.4 million and $18.9 million respectively, at a tax rate of 30 per cent (2019: $8.9 million and $17.7 million at a tax rate of 30 per cent).
AMCIL seeks to reduce market risk at the investment portfolio level by ensuring that it is not, in the opinion of the Investment Committee, overly exposed to one company or one particular sector of the market. The relative weightings of the individual securities and the relevant market sectors are reviewed by the Investment Committee and risk can be managed by reducing exposure where necessary. AMCIL does not have a minimum or maximum amount of the portfolio that can be invested in a single company or sector.
AMCIL’s investment exposure by sector is as below:
| AMCIL’s investment exposure by sector is as below: | ||
|---|---|---|
| 2020 | 2019 | |
| % | % | |
| Energy | 2.28 | 4.62 |
| Materials | 8.97 | 13.18 |
| Industrials | 23.85 | 25.47 |
| Consumer Discretionary | 10.42 | 5.58 |
| Consumer Staples | 3.21 | 1.04 |
| Banks | 5.58 | 12.39 |
| Other Financials (incl. property trusts) | 9.77 | 10.32 |
| Telecommunications | 8.54 | 2.58 |
| Healthcare | 14.31 | 11.34 |
| Information Technology | 8.07 | 8.22 |
| Utilities | 1.70 | 0.00 |
| Cash | 3.30 | 5.26 |
AMCIL Limited
Annual Report 2020
32
There were three securities representing over 5 per cent of the combined investment and trading portfolio (including options) at 30 June 2020 – CSL (9.5 per cent), BHP (6.1 per cent) and Wesfarmers (5.9 per cent) (2019: CSL (6.7 per cent), BHP (5.7 per cent) and Mainfreight (5.1 per cent)).
AMCIL is not currently materially exposed to interest rate risk as the majority of its cash investments are in an over-night ‘at call’ account invested in cash management trusts which invest predominantly in securities with an A1+ rating and which are for fixed rates for shortterm duration. AMCIL is also not directly materially exposed to currency risk as most of its investments are quoted in Australian dollars.
The writing of call options provides some protection against a fall in market prices as it generates income to partially compensate for a fall in capital values. Options are only written against securities that are held in the trading or investment portfolios although stock may be purchased on-market to meet call obligations.
Credit Risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. AMCIL is exposed to credit risk from cash, receivables, securities in the trading portfolio and securities in the investment portfolio respectively. None of these assets are overdue. The risk in relation to each of these items is set out below.
Cash
All cash investments not held in a transactional account are invested in short-term deposits with Australia’s ‘big four’ commercial banks or in cash management trusts which invest predominantly in securities with an A1+ rating. In the unlikely event of a bank default or default on the underlying securities in the cash trust, there is a risk of losing the cash deposits and any accrued unpaid interest.
Receivables
Outstanding settlements are on the terms operating in the securities industry, which usually require settlement within two days of the date of a transaction. Receivables are non-interest bearing and unsecured. In the event of a payment default, there is a risk of losing any difference between the price of the securities sold and the price of the recovered securities from the discontinued sale. Receivables also include dividends from securities that have passed the record date for the distribution but have not paid as at the current date.
Trading and Investment Portfolios
Converting and convertible notes or other interest-bearing securities that are not equity securities carry credit risk to the extent of their carrying value. This risk will be realised in the event of a shortfall on winding-up of the issuing companies.
Liquidity Risk
Liquidity risk is the risk that an entity will not be able to meet its financial liabilities.
AMCIL monitors its cash flow requirements daily. The Investment Committee also monitors the level of contingent payments on a regular basis by reference to known sales and purchases of securities, dividends and distributions to be paid or received, put options that may require AMCIL to purchase securities, and facilities that need to be repaid. AMCIL ensures that it has either cash or access to short-term borrowing facilities sufficient to meet these contingent payments.
AMCIL’s inward cash flows depend upon the dividends received. Should these drop by a material amount, AMCIL would amend its outward cash flows accordingly. AMCIL’s major cash outflows are the purchase of securities and dividends paid to shareholders, and both of these can be adjusted by the Board and management. Furthermore, the assets of AMCIL are largely in the form of readily tradeable securities which can be sold on-market if necessary.
AMCIL Limited
Annual Report 2020
33
Notes to the Financial Statements
continued
The table below analyses AMCIL’s financial liabilities into relevant maturity groupings. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying amounts as the impact of discounting is not significant.
| Less Than 6 Months $’000 |
6–12 Months $’000 |
Greater Than 1 Year $’000 |
Total Contractual Cash Flows $’000 |
Carrying Amount $’000 |
|
|---|---|---|---|---|---|
| 30 June 2020 | |||||
| Payables | 175 | - | - | 175 | 175 |
| 175 | - | - | 175 | 175 | |
| 30 June 2019 | |||||
| Payables | 173 | - | - | 173 | 173 |
| Options written* | 499 | - | - | 499 | 1,217 |
| 672 | - | - | 672 | 1,390 |
- In the case of call options, there are no contractual cash flows as if the option is exercised the contract will be settled in the securities over which the option is written. The contractual cash flows for put options written are the cash sums the Company will pay to acquire securities over which the options have been written, and it is assumed for purpose of the above disclosure that all options will be exercised (i.e. maximum cash outflow).
C. Unrecognised Items
Unrecognised items, such as contingencies, do not appear in the financial statements, usually because they do not meet the requirements for recognition. However, they have the potential to have a significant impact on the Company’s financial position and performance.
C1. Contingencies
Directors are not aware of any material contingent liabilities or contingent assets other than those already disclosed elsewhere in the Financial Report.
AMCIL Limited
Annual Report 2020
34
Further notes to the financial statements are included here. It is grouped into three sections:
-
D. Balance Sheet Reconciliations
-
E. Income Statement Reconciliations
-
F. Further Information
D. Balance Sheet Reconciliations
This section provides further information about the basis of calculation of line items in the financial statements.
D1. Current Assets – Cash
| D1. Current Assets – Cash | ||
|---|---|---|
| 2020 | 2019 | |
| $’000 | $’000 | |
| Cash at bank and in hand(includingon-call) | 9,190 | 13,988 |
Cash holdings yielded an average floating interest rate of 0.99 per cent (2019: 2.10 per cent). All cash investments are held in a transactional account or an over-night ‘at call’ account invested in cash management trusts which invest predominantly in short-term securities with an A1+ rating.
D2. Credit Facilities
The Company was party to agreements under which Commonwealth Bank of Australia would extend cash advance facilities.
| 2020 | 2019 | |
|---|---|---|
| $’000 | $’000 | |
| Commonwealth Bank of Australia – cash advance facility | 10,000 | 10,000 |
| Amount drawn down at 30 June | - | - |
| Undrawn facilities at 30 June | 10,000 | 10,000 |
Repayment of facilities is done either through the use of cash received from distributions or the sale of securities, or by rolling existing facilities into new ones. Facilities when utilised are usually drawn down for no more than three months.
D3. Revaluation Reserve
| D3. Revaluation Reserve | |
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| Opening balance at 1 July 2019 36,784 |
39,285 |
| Gains on investment portfolio 10,893 |
5,651 |
| Deferred tax on above (3,317) |
(1,298) |
| Transfer to realised capitalgains reserve for realisedgains (4,285) |
(6,854) |
| 40,075 | 36,784 |
This reserve is used to record increments and decrements on the revaluation of the investment portfolio as described in accounting policy Note A2.
AMCIL Limited
Annual Report 2020
35
Notes to the Financial Statements
continued
D4. Realised Capital Gains Reserve
| 2020 $’000 2019 $’000 |
|
|---|---|
| Taxable Realised Gains (Net of Tax) Difference Between Tax and Accounting Costs Total Taxable Realised Gains (Net of Tax) Difference Between Tax and Accounting Costs Total |
|
| Opening balance at 1 July Dividends paid Cumulative taxable realised (losses)/ gains for period Tax on realisedgains/(losses) |
7,357 12,280 19,637 8,600 12,121 20,721 (8,238) - (8,238) (7,938) - (7,938) 2,240 2,717 4,957 9,565 159 9,724 (672) - (672) (2,870) - (2,870) |
| 687 14,997 15,684 7,357 12,280 19,637 |
This reserve records gains or losses after applicable taxation arising from disposal of securities in the investment portfolio as described in A2. The difference between tax and accounting costs is a result of realised gains or losses being accounted for on an average cost basis, whilst taxable gains or losses are made based on the specific cost of the actual stock sold – i.e. on a parcel selection basis. These differences also include non-taxable realised gains or losses, e.g. losses under off-market buy-backs.
D5. Retained Profits
| D5. Retained Profts | ||
|---|---|---|
| 2020 | 2019 | |
| $’000 | $’000 | |
| Opening balance at 1 July | 4,965 | 10,604 |
| Dividends paid | (1,373) | (12,654) |
| Profit for theyear | 5,963 | 7,015 |
| 9,555 | 4,965 |
This reserve relates to past profits.
D6. Share Capital
| Number | Paid-up | ||||
|---|---|---|---|---|---|
| of Shares | Issue Price | Capital | |||
| Date | Details | Notes | ’000 | $ | $’000 |
| 30/6/2018 | Balance | 261,500 | 174,748 | ||
| 24/8/2018 | Dividend Reinvestment Plan | i | 4,284 | 0.91 | 3,899 |
| 7/11/2018 | Share Purchase Plan | ii | 5,023 | 0.86 | 4,319 |
| 22/2/2019 | Dividend Reinvestment Plan | i | 3,779 | 0.86 | 3,250 |
| Various | Costs of issue | - | (48) | ||
| 30/6/2019 | Balance | 274,586 | 186,168 | ||
| 23/8/2019 | Dividend Reinvestment Plan | i | 3,938 | 0.87 | 3,426 |
| Various | Costs of issue | - | (13) | ||
| 30/6/2020 | Balance | 278,524 | 189,581 |
i. Shareholders elect to have all or part of their dividend payment reinvested in new ordinary shares under the Dividend Reinvestment Plan (DRP). The price of the new DRP shares is based on the average selling price of shares traded on the Australian Securities Exchange (ASX) and Chi-X in the five days after the shares begin trading ex-dividend.
ii. During the year ended 30 June 2019 the Company announced a Share Purchase Plan (SPP). The SPP issue price was set at a nil discount to the volume-weighted average price of AMCIL shares traded on the Australian Securities Exchange (ASX) and Chi-X over the five trading days up to, and including, the day on which the SPP offer was scheduled to close.
All shares have been fully paid, rank pari passu and have no par value.
AMCIL Limited
Annual Report 2020
36
E. Income Statement Reconciliations
E1. Reconciliation of Net Cash Flows From Operating Activities to Profit
| E. Income Statement Reconciliations E1. Reconciliation of Net Cash Flows From Operating Activities to Proft |
|
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| Profit for the year 5,963 |
7,015 |
| Sale from trading portfolio to investment portfolio - |
(847) |
| Increase/(decrease) in options written portfolio (1,217) |
157 |
| Dividends received as securities under DRP investments (368) |
(492) |
| Decrease/(increase) in current receivables 2,274 |
4,077 |
| – Less increase/(decrease) in receivables for investment portfolio (1,826) |
(4,095) |
| Increase/(decrease) in deferred tax liabilities 2,768 |
(1,621) |
| – Less (increase)/decrease in deferred tax liability on investment portfolio (2,645) |
1,572 |
| Increase/(decrease) in current payables 2 |
(80) |
| Increase/(decrease) in provision for tax payable 256 |
(614) |
| – Less CGT provision (672) |
(2,870) |
| – Add taxespaid on capitalgains 915 |
2,242 |
| Net cash flows from operatingactivities 5,450 |
4,444 |
E2. Tax Reconciliations
| E2. Tax Reconciliations | |
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| Tax Expense Composition Charge for tax payable relating to the current year 540 |
224 |
| Over provision in prior years (39) |
(31) |
| (Increase)/decrease in deferred tax assets 123 |
(49) |
| 624 | 144 |
| Amounts Recognised Directly Through Other Comprehensive Income Net movement in tax liabilities relating to capital gains tax on the movement in gains in the investmentportfolio 3,317 |
1,298 |
| 3,317 | 1,298 |
Deferred Tax Assets and Liabilities
The deferred tax balances are attributable to:
| Deferred Tax Assets and Liabilities The deferred tax balances are attributable to: |
|
|---|---|
| 2020 | 2019 |
| $’000 | $’000 |
| (a) Tax on unrealised gains or losses in the options written portfolio - |
184 |
| (b) Provisions and expenses charged to the accounting proft which are not yet tax deductible 47 |
46 |
| (c)Interest and dividend income receivable which is not assessable for tax until receipt (33) |
(93) |
| 14 | 137 |
| Movements: Opening asset/(liability) balance at 1 July 137 |
88 |
| Credited/(charged)to Income Statement (123) |
49 |
| 14 | 137 |
Deferred tax assets arise when provisions and expenses have been charged but are not yet tax deductible. These assets are realised when the relevant items become tax deductible, as long as enough taxable income has been generated to claim the assets against, and as long as there are no changes to the tax legislation that affect AMCIL’s ability to claim the deduction. As noted in B2, deferred tax assets and liabilities have been calculated at a rate of 30 per cent (2019: 30 per cent).
AMCIL Limited
Annual Report 2020
37
Notes to the Financial Statements
continued
F. Further Information
This section covers information that is not directly related to specific line items in the financial statements, including information about related party transactions, assets pledged as security and other statutory information.
F1. Related Parties
All transactions with deemed related parties were made on normal commercial terms and conditions and approved by independent Directors.
F2. Remuneration of Auditors
During the year the auditor earned the following remuneration:
| F2. Remuneration of Auditors During the year the auditor earned the following remuneration: |
||
|---|---|---|
| 2020 | 2019 | |
| $ | $ | |
| PricewaterhouseCoopers | ||
| Audit or review of financial reports | 104,678 | 89,752 |
| Non-audit services | ||
| Taxation compliance services | 9,264 | 9,039 |
| Total remuneration | 113,942 | 98,791 |
F3. Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting used by the chief operating decision-maker. The Board, through its sub-committees, has been identified as the chief operating decision-maker, as it is responsible for allocating resources and assessing performance of the operating segments.
Description of Segments
The Board makes the strategic resource allocations for AMCIL. AMCIL has therefore determined the operating segments based on
the reports reviewed by the Board, which are used to make strategic decisions.
The Board is responsible for AMCIL’s entire portfolio of investments and considers the business to have a single operating segment. The Board’s asset allocation decisions are based on a single, integrated investment strategy, and AMCIL’s performance is evaluated on an overall basis.
Segment Information Provided to the Board
The internal reporting provided to the Board for AMCIL’s assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of Australian Accounting Standards, except that net assets are reviewed both before and after the effects of capital gains tax on investments (as reported in AMCIL’s Net Tangible Asset announcements to the ASX).
Other Segment Information
Revenues from external parties are derived from the receipt of dividend, distribution and interest income, and income arising on
the trading portfolio and realised income from the options portfolio.
AMCIL is domiciled in Australia and most of AMCIL’s income is derived from Australian entities or entities that maintain a listing in Australia. AMCIL has a diversified portfolio of investments, with no investment comprising more than 10 per cent of AMCIL’s income, including realised income from the trading and options written portfolios (2019: two – BHP (13.8 per cent) and Westpac (10.2 per cent)).
AMCIL Limited
Annual Report 2020
38
F4. Summary of Other Accounting Policies
This general purpose Financial Report has been prepared in accordance with Australian Accounting Standards, Interpretations issued by the Australian Accounting Standards Board and the Corporations Act 2001 . This Financial Report has been authorised for issue on 28 July 2020 in accordance with a resolution of the Board and is presented in the Australian currency. The Directors of AMCIL have the power to amend and reissue the Financial Report.
AMCIL has attempted to improve the transparency of its reporting by adopting ‘plain English’ where possible. Key ‘plain English’ phrases and their equivalent AASB terminology are as follows:
| Phrase | AASB Terminology |
|---|---|
| Market value | Fair value for actively traded securities |
| Cash | Cash and cash equivalents |
| Share capital | Contributed equity |
| Options | Derivatives written over equity instruments that are valued at fair value through profit or loss |
AMCIL complies with International Financial Reporting Standards (IFRS). AMCIL is a ‘for profit’ entity.
AMCIL has not applied any Australian Accounting Standards or AASB Interpretations that have been issued as at balance date but are not yet operative for the year ended 30 June 2020 (‘the inoperative standards’). The impact of the inoperative standards has been assessed and the impact has been identified as not being material. AMCIL only intends to adopt inoperative standards at the date at which their adoption becomes mandatory.
Basis of Accounting
The financial statements are prepared using the valuation methods described in A2. All other items have been treated in accordance with the historical cost convention.
Fair Value of Financial Assets and Liabilities
The fair value of cash and cash equivalents, and non-interest bearing monetary financial assets and liabilities of AMCIL approximates their carrying value.
Rounding of Amounts
AMCIL is a company of the kind referred to in the ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, relating to the ‘rounding off’ of amounts in the Financial Report. Amounts in the Financial Report have been rounded off in accordance with that Instrument, to the nearest thousand dollars, or in certain cases, to the nearest dollar.
AMCIL Limited
Annual Report 2020
39
DIRECTORS’ DECLARATION
In the Directors’ opinion:
-
1) the financial statements and notes set out on pages 21 to 39 are in accordance with the Corporations Act 2001 including:
-
a) complying with the Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
b) giving a true and fair view of the Company’s financial position as at 30 June 2020 and of its performance for the financial year ended on that date; and
-
2) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
Note F4 to the financial statements confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
This declaration is made in accordance with a resolution of the Directors.
This declaration has been made after receiving the declarations required to be made to the Directors by the Managing Director and the Chief Financial Officer regarding the financial statements in accordance with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2020.
The declarations received were that, in the opinion of the Managing Director and the Chief Financial Officer to the best of their knowledge, the financial records of the Company have been properly maintained, that the financial statements comply with accounting standards and that they give a true and fair view.
==> picture [106 x 51] intentionally omitted <==
BB Teele Chairman
Melbourne 28 July 2020
AMCIL Limited
Annual Report 2020
40
INDEPENDENT AUDIT REPORT
==> picture [476 x 673] intentionally omitted <==
AMCIL Limited
Annual Report 2020
41
INDEPENDENT AUDIT REPORT
continued
==> picture [476 x 673] intentionally omitted <==
AMCIL Limited
Annual Report 2020
42
==> picture [476 x 673] intentionally omitted <==
AMCIL Limited
43 Annual Report 2020
INDEPENDENT AUDIT REPORT
continued
==> picture [476 x 673] intentionally omitted <==
AMCIL Limited
Annual Report 2020
44
==> picture [476 x 673] intentionally omitted <==
AMCIL Limited
45 Annual Report 2020
OTHER INFORMATION
Information About Shareholders
At 17 July 2020 there were 3,175 holdings of shares. These holdings were distributed in the following categories:
| % of Share | ||
|---|---|---|
| Size of Holding | Holdings | Capital |
| 1 to 1,000 | 412 | 0.04 |
| 1,001 to 5,000 | 379 | 0.39 |
| 5,001 to 10,000 | 335 | 0.95 |
| 10,001 to 100,000 | 1,560 | 21.60 |
| 100,000 and over | 489 | 77.03 |
| 100% | ||
| Percentage held by the 20 largest holders | 37.64% | |
| Average shareholding | 87,724 |
There were 303 shareholdings of less than a marketable parcel of $500 (527 shares).
Voting Rights of Ordinary Shares
The Constitution provides for votes to be cast:
-
i) on a show of hands, one vote for each shareholder; and
-
ii) on a poll, one vote for each fully paid ordinary share.
Major Shareholders
The 20 largest registered shareholders of the Company’s ordinary shares as at 17 July 2020 are noted below:
| Rank | Name | Units | % Units |
|---|---|---|---|
| 1 | Bruce Teele | 50,014,141 | 17.96 |
| 2 | Djerriwarrh Investments Ltd | 10,599,254 | 3.81 |
| 3 | HSBC Custody Nominees (Australia) Limited | 5,341,757 | 1.92 |
| 4 | Invia Custodian Pty Limited | 4,948,768 | 1.78 |
| 5 | Invia Custodian Pty Limited | 4,939,257 | 1.77 |
| 6 | Ross Barker | 4,861,871 | 1.75 |
| 7 | Ancona Valley Holdings Pty Ltd | 3,852,494 | 1.38 |
| 8 | Invia Custodian Pty Limited | 2,510,000 | 0.90 |
| 9 | Riga (QLD) Pty Ltd | 2,132,347 | 0.77 |
| 10 | Jonathan Webster | 2,024,084 | 0.73 |
| 11 | Prof Peter Glow + Mrs Roslyn Ann Glow | 1,892,518 | 0.68 |
| 12 | FFSF Asset Management Pty Ltd | 1,518,253 | 0.55 |
| 13 | Roger Brown | 1,475,838 | 0.53 |
| 14 | Gardiole Pty Ltd The RH Myer Super Fund | 1,400,000 | 0.50 |
| 15 | Somoke Pty Limited | 1,383,781 | 0.50 |
| 16 | Isomet Pty Ltd | 1,263,688 | 0.45 |
| 17 | Parsley Investments Pty Ltd | 1,255,515 | 0.45 |
| 17 | JDB Services Pty Ltd | 1,231,293 | 0.44 |
| 19 | Annieandjohnpaterson Foundation Ltd | 1,100,000 | 0.39 |
| 20 | Somoke PtyLimited | 1,088,944 | 0.39 |
AMCIL Limited
Annual Report 2020
46
Substantial Shareholders
The Company has been notified of substantial shareholdings as follows:
| Holder | Number of Shares | Date Notifed |
|---|---|---|
| Bruce B Teele | 50,014,141* | 26/08/2019 |
- Shareholding as per last substantial shareholding notification. Current shareholding reflected on page 46.
Transactions in Securities
During the year ended 30 June 2020, the Company recorded 592 transactions in securities. $654,077 in brokerage (including GST) was paid or accrued for the year.
AMCIL Limited
Annual Report 2020
47
Holdings of Securities
At 30 June 2020
Details of the Company’s portfolios are given below. The list should not, however, be used to evaluate portfolio performance or to determine the net asset backing per share (which is recorded each month on the toll free telephone service at 1800 780 784).
| Number | Number Market |
|||
|---|---|---|---|---|
| Held | Held Value |
|||
| 2019 | 2020 2020 |
|||
| Code | Name | Principal Activity | ’000 | ’000 $’000 |
| AIA | Auckland International Airport | Owner and operator of New Zealand’s largest | 0 | 604 3,721 |
| airport. It operates through the following | ||||
| segments: aeronautical,retail andproperty | ||||
| APA | APA Group | Owns and operates energy infrastructure | 0 | 429 4,776 |
| assets and businesses | ||||
| ARB | ARB Corporation | Manufacturer and distributor of four-wheel | 310 | 415 7,454 |
| drive vehicle accessories in Australia | ||||
| and internationally | ||||
| ASX | ASX | Operates Australia’s largest | 0 | 13 1,067 |
| securities exchange | ||||
| BHP | BHP Group | Diversified international resources company | 355 | 460 16,477 |
| BRG | Breville Group | Manufacturer and wholesaler of electrical | 240 | 249 5,672 |
| consumerproducts | ||||
| BXB | Brambles | Global provider of supply chain management | 445 | 550 5,979 |
| and logistics solutions | ||||
| CAR | Carsales.com | Owns and operates Australia’s largest | 507 | 507 8,994 |
| automotive classifieds business and invests | ||||
| in a number of international online | ||||
| automotive websites | ||||
| CBA | Commonwealth Bank | Banking and wealth management services | 128 | 78 5,415 |
| of Australia | ||||
| COH | Cochlear | Provides implantable hearing solutions, | 0 | 29 5,398 |
| operating throughout the Americas, Europe | ||||
| and Asia Pacific. Its products include cochlear, | ||||
| bone conduction and acoustic implants | ||||
| CSL | CSL | Global healthcare company that researches, | 79 | 89 25,543 |
| develops, manufactures and markets | ||||
| products to treat and prevent serious | ||||
| human medical conditions | ||||
| CWY | Cleanaway Waste | Australia’s largest waste management provider | 0 | 2,565 5,643 |
| Management | focusing on solid waste, liquid waste, health | |||
| and industrial waste services | ||||
| EQT | EQT Holdings | Provider of private client, trustee, estate | 262 | 227 5,614 |
| administration and funds management services | ||||
| GMG | Goodman Group | Develops, owns, and manages industrial | 0 | 570 8,465 |
| property and business space in Australia | ||||
| and overseas | ||||
| IRE | IRESS | Technology company that provides software | 450 | 315 3,455 |
| to the financial management industry | ||||
| JHX | James Hardie Industries | Building materials company focused on | 416 | 310 8,531 |
| fibre cement products, predominantly | ||||
| in the United States | ||||
| MAQ | Macquarie Telecom Group | Provides voice and telecommunication services | 0 | 236 10,384 |
| as well as data hosting and co-location services | ||||
| to businesses andgovernment customers |
AMCIL Limited
Annual Report 2020
48
| Code | Name | Principal Activity | Number Held 2019 ’000 Number Held 2020 ’000 Market Value 2020 $’000 |
|---|---|---|---|
| MFT | Mainfreight | Provider of managed warehousing | 329 340 12,526 |
| (NZX listed) | and international and domestic freight | ||
| forwardingservices | |||
| MQG | Macquarie Group | Diversified financial services business operating | 85 102 12,076 |
| in banking, financial advisory, investment and | |||
| funds management services | |||
| NAB | National Australia Bank | Bankingand wealth management services | 460 557 10,150 |
| NXT | NEXTDC | Owns and operates large scale data centres | 725 600 5,928 |
| across Australia | |||
| OCL | Objective Corporation | Technology company that supplies software | 1,395 924 6,816 |
| and services to the government and | |||
| enterprise sectors | |||
| OSH | Oil Search | Oil and gas explorer, developer and producer | 925 2,005 6,356 |
| with assetspredominantlyin PNG | |||
| QUB | Qube Holdings | Australia’s leading provider of integrated import | 2,407 2,426 7,060 |
| and export logistics services | |||
| REA | REA Group | Leading digital media business focusing | 0 41 4,428 |
| on online property portals in Australia | |||
| and overseas | |||
| REH | Reece | Distributor and retailer of plumbing, building | 575 701 6,440 |
| and hardware supplies | |||
| RHC | Ramsay Health Care | Provider of healthcare services and the | 74 135 8,947 |
| operation of hospitals and day surgery facilities | |||
| in Asia Pacific,United Kingdom and France | |||
| SEK | Seek | Operator of employment classifieds websites | 277 283 6,184 |
| in Australia and Asia with investments in the | |||
| online education and trainingsector | |||
| SYD | Sydney Airport | Owns and operates the Sydney | 804 1,229 6,966 |
| International Airport | |||
| TCL | Transurban Group | Developer and operator of toll roads in Australia | 635 848 11,982 |
| and overseas | |||
| WES | Wesfarmers | Diversified conglomerate with retailing | 146 355 15,915 |
| operations in department stores, | |||
| home improvement and office supplies. | |||
| The group also operates businesses involved | |||
| in energy, chemicals, fertilisers and industrial | |||
| and safety products | |||
| WOW | Woolworths Group | Operates general merchandise consumer | 87 240 8,947 |
| stores and supermarkets in Australia | |||
| and New Zealand | |||
| XRO | Xero | Develops accounting software for small | 70 70 6,308 |
| and medium sized businesses in New Zealand, | |||
| Australia, the United Kingdom and the | |||
| United States | |||
| Total | 269,617 |
AMCIL Limited
Annual Report 2020
49
Major Transactions in the Investment Portfolio
| Cost | |
|---|---|
| Acquisitions | $’000 |
| Wesfarmers | 8,291 |
| Goodman Group | 8,178 |
| Woolworths Group | 6,006 |
| Macquarie Telecom Group | 5,373 |
| CleanawayWaste Management | 5,172 |
| Proceeds | |
| Disposals | $’000 |
| Westpac# | 10,336 |
| Wellcom Group (takeover by Innocean Worldwide)# | 7,605 |
| Reliance Worldwide Corporation# | 5,476 |
| Sonic Healthcare# | 5,321 |
| AUB Group# | 4,726 |
| Lifestyle Communities# | 4,561 |
Complete disposals from the portfolio.
New Companies Added to the Portfolio
Woolworths Group (re-entered) Goodman Group Macquarie Telecom Group Cleanaway Waste Management APA Group Cochlear REA Group Auckland International Airport ASX
Sub-underwriting
During the year the Company participated as a sub-underwriter in the following issues of securities:
| Amount | |||
|---|---|---|---|
| Company | Underwritten By | Description | Underwritten |
| Qube Holdings Limited | UBS AG/Merrill Lynch Equities | 1 for 6.35 pro-rata accelerated entitlement offer for c.$500 million |
$475,968 |
AMCIL Limited
Annual Report 2020
50
Share Capital Changes
| Price/ | ||
|---|---|---|
| Date | Type | Amount |
| 23-Aug-19 | DRP | $0.87 |
| 22-Feb-19 | DRP | $0.86 |
| 7-Nov-18 | Share Purchase Plan | $0.86 |
| 24-Aug-18 | DRP | $0.91 |
| 24-Aug-17 | DRP | $0.88 |
| 25-Aug-16 | DRP | $0.95 |
| 4-Mar-16 | Share Purchase Plan | $0.83 |
| 25-Aug-15 | DRP | $0.85 |
| 18-Nov-14 | Share Purchase Plan | $0.86 |
| 26-Aug-14 | DRP | $0.94 |
| 8-Oct-13 | Share Purchase Plan | $0.85 |
| 27-Aug13 | DRP | $0.87 |
| 5-Jan-11 | Share Purchase Plan | $0.64 |
| 27-Aug-10 | DRP | $0.60 |
| 11-Dec-09 | Share Purchase Plan | $0.64 |
| 27-Aug-09 | DRP | $0.59 |
| 15-Aug-08 | DRP | $0.62 |
| 27-Aug-07 | DRP | $0.75 |
| Various | Exercise of options | $0.50 |
| 23-Jan-04 | Share issue | $0.50 |
| 19-Dec-03 | Capital consolidation 1 for 16 | |
| 15-Aug-03 | Capital return | $0.40 |
| 23-May-03 | Capital return | $0.40 |
| 11-Mar-03 | Capital return | $0.40 |
| 17-Jan-03 | Capital return | $0.32 |
| 18-Nov-02 | Capital return | $0.33 |
| 7-Apr-00 | 1-for-5 rights issue | $2.00 |
| 24-Jan-00 | Exercise of JBWere Option | $2.00 |
| 10-Sep-99 | DRP | $2.54 |
| 2-Jun-99 | 1-for-3 rights issue | $2.40 |
| 15-Mar-99 | DRP | $2.38 |
| 16-Sep-98 | DRP | $2.14 |
| 17-Jun-98 | 1-for-2 rights issue | $2.00 |
| 27-Mar-98 | DRP | $2.17 |
| 12-Sep-97 | Dividend Reinvestment Plan(‘DRP’) | $1.95 |
| 18-Oct-96 | Initial issue | $2.00 |
AMCIL Limited
Annual Report 2020
51
Company Particulars
AMCIL Limited (AMCIL)
ABN 57 073 990 735
Directors
Bruce B Teele, Chairman Robert M Freeman, Managing Director Ross E Barker Roger G Brown Michael J Hirst Siobhan L McKenna Rupert Myer AO Jonathan J Webster AM
Company Secretaries
Matthew J Rowe Andrew JB Porter
Auditor
PricewaterhouseCoopers Chartered Accountants
Country of Incorporation
Australia
Registered Office and Mailing Address
Level 21, 101 Collins Street Melbourne, Victoria 3000
Contact Details
Telephone (03) 9650 9911 Facsimile (03) 9650 9100 Email [email protected] Website amcil.com.au
For enquiries regarding net asset backing (as advised each month to the Australian Securities Exchange):
Telephone 1800 780 784 (toll free)
AMCIL Limited
Annual Report 2020
52
Shareholder Information
Share Registrar
Computershare Investor Services Pty Ltd Yarra Falls 452 Johnston Street Abbotsford, Victoria 3067
Shareholder Enquiry Line 1300 653 916 +61 3 9415 4224 (from overseas) Facsimile +61 3 9473 2500 Website investorcentre.com/contact
For all enquiries relating to shareholdings, dividends and related matters, please contact the share registrar as above.
Securities Exchange Code
AMH Ordinary shares
Annual General Meeting
Time 1.30pm Date Thursday 8 October 2020
Note the AGM will be a virtual meeting conducted online and via telephone. The subsequent interstate investor meetings will not be held this year.
AMCIL Limited
Annual Report 2020
53
==> picture [103 x 41] intentionally omitted <==
Design: MDM Investorcom Printed on environmentally friendly paper
==> picture [392 x 418] intentionally omitted <==
Annual Review 2020
A Focused Portfolio of Australian Equities
Contents
| 2 | 5 Year Summary |
|---|---|
| 4 | About the Company |
| 6 | Review of Operations |
| and Activities | |
| 16 | Top 20 Investments |
| 17 | Income Statement |
| 18 | Balance Sheet |
| 19 | Summarised Statement |
|---|---|
| of Changes in Equity | |
| 20 | Holdings of Securities |
| 23 | Major Transactions in the |
| Investment Portfolio | |
| 24 | Company Particulars |
| 25 | Shareholder Information |
AMCIL MANAGES A FOCUSED PORTFOLIO COVERING LARGE AND SMALL COMPANIES IN THE AUSTRALIAN EQUITY MARKET. AS A RESULT, SMALL COMPANIES BY MARKET SIZE CAN HAVE AN EQUALLY IMPORTANT IMPACT ON PORTFOLIO RETURNS AS LARGER COMPANIES IN THE AUSTRALIAN MARKET.
AMCIL Limited ABN 57 073 990 735
Year in Summary
2020
| 2020 | ||
|---|---|---|
| Proft for the Year |
$6.0m | Down 15% from 2019 |
| Total Fully Franked Dividend |
2.5¢ | 7 cents total in 2019 including 3.5 cent special and interim dividend |
| Total Portfolio Return |
7.6% Including franking* |
S&P/ASX 200 Accumulation Index including franking* -6.6% |
| Total Shareholder Return |
13.0% | Share price plus dividend including franking* |
| Management Expense Ratio |
0.66% | 0.72% in 2019 |
| Total Portfolio |
$278.8m | Including cash at 30 June $266.2 million in 2019 |
AMCIL Limited
Annual Review 2020
1
5 Year Summary
Profit After Tax ($ Million)
==> picture [154 x 148] intentionally omitted <==
----- Start of picture text -----
2020 6.0
2019 7.0
2018 6.25
2017 5.38
2016 7.69
----- End of picture text -----
Net Profit Per Share (Cents)
==> picture [153 x 148] intentionally omitted <==
----- Start of picture text -----
2020 2.2
2019 2.60
2018 2.39
2017 2.09
2016 3.10
----- End of picture text -----
Dividends Per Share (Cents)[(a)]
Net Asset Backing Per Share (Cents)[(c)]
==> picture [154 x 148] intentionally omitted <==
----- Start of picture text -----
2020 2.5
2019 7.0 [(b)]
2018 4.25
2017 3.5
2016 3.5
----- End of picture text -----
==> picture [153 x 148] intentionally omitted <==
----- Start of picture text -----
2020 100
2019 98
2018 102
2017 95
2016 93
----- End of picture text -----
AMCIL Limited
Annual Review 2020
2
Investments at Market Value ($ Million)[(d)]
| 2020 | 269.6 |
|---|---|
| 2019 | 252.2 |
| 2018 | 261.1 |
| 2017 | 230.9 |
| 2016 | 233.5 |
Number of Shareholders (30 June)
| 2020 | 3,177 |
|---|---|
| 2019 | 3,114 |
| 2018 | 3,003 |
| 2017 | 2,558 |
| 2016 | 2,464 |
Notes
-
(a) 2019 final dividend carried 4.29 cents attributable ‘LIC gain’ per share, 2019 interim: 1.43 cents, 2018: 2.76 cents, 2017: 2.1 cents, 2016: nil.
-
(b) Includes 3.5 cents dividend paid in February 2019.
-
(c) Net asset backing per share based on year-end data before the provision for the final (and where applicable, special) dividend. The figures do not include a provision for capital gains tax that would apply if all securities held as non-current investments had been sold at balance date as Directors do not intend to dispose of the portfolio.
-
(d) Excludes cash.
AMCIL Limited
Annual Review 2020
3
About the Company
AMCIL manages a focused portfolio covering large and small companies in the Australian equity market. As a result, small companies by market size can have an equally important impact on portfolio returns as larger companies in the Australian market.
Investment Objectives
Attractive returns through strong capital growth in the portfolio over the medium to long term.
The generation of fully franked dividends.
How AMCIL Invests – What We Look For in Companies
==> picture [358 x 85] intentionally omitted <==
----- Start of picture text -----
Portfolio of small
and large companies
Quality First Growth Value that is managed to
Including dividends deliver superior
returns.
----- End of picture text -----
AMCIL Limited
Annual Review 2020
4
Approach to Investing
We seek to create a diversified portfolio of quality companies which are likely to sustainably grow their earnings and dividends over a medium to long term timeframe.
Our assessment of quality includes criteria such as the board and management, financial position, pricing power as well as some key financial metrics such as return on capital employed, return on equity, the level of gearing in the balance sheet, margins and free cash flow. The structure of the industry and a company’s competitive position in its industry are also important indicators of quality. Linked to this assessment of quality is the ability of companies to grow earnings over time, which ultimately should produce good dividend and capital growth.
As a long term investor, Environmental, Social and Governance (ESG) analysis is integrated into AMCIL’s investment framework:
-
AMCIL will seek to invest in companies that have strong governance and risk management processes that include environmental and social risks.
-
The remuneration structures proposed and used by the boards of the companies in which AMCIL invests are assessed as we are seeking remuneration plans and outcomes that align with AMCIL’s (and AMCIL’s own investors’) interests as long term shareholders.
-
AMCIL supports engagement with its investee companies on these issues, and will vote as shareholders accordingly.
Recognising value is also an important aspect of AMCIL’s investment approach. Our assessment of value tries to reflect the opportunity a business has to prosper and thrive over the medium to long term.
Given the focused nature of the portfolio, AMCIL is more active in managing the holdings. Our preference is that positions will be held for the long term. However, in managing the risk in the portfolio, the Company is prepared to scale back or exit holdings completely if the investment case alters markedly, the position becomes too large in the portfolio or share prices become excessively high. In managing the portfolio in this way, we believe AMCIL can offer investors returns in excess of the S&P/ASX 200 over the long term.
Given the greater concentration of the portfolio, there may be periods when the performance of AMCIL can vary quite markedly from the Index. The objective is to deliver outperformance over the medium to long term.
From time to time, the Company also uses options written against some of its investments and a small trading portfolio to generate additional income.
The other important feature to note is AMCIL’s dividend policy of maximising the distribution of available franking credits each year. As a result, the amount of fully franked dividends are likely to fluctuate from year to year.
AMCIL Limited
Annual Review 2020
5
Review of Operations and Activities
Profit and Dividend
The full year profit was $6.0 million, down 15.0 per cent from $7.0 million in the previous corresponding period.
of increased market volatility. Income from these portfolios was $1.3 million compared with a loss of $0.1 million in the corresponding period last year.
Investment income was $7.2 million, down from $9.2 million as adjustments were made to the portfolio and some companies deferred or reduced dividends in the uncertain markets. The corresponding period last year also included a special dividend from BHP.
Partially offsetting this decline was a positive contribution from the options and trading portfolios as the Company took advantage
In line with Company’s policy to distribute all available franking credits at the end of each financial year, the dividend was 2.5 cents per share fully franked. Last financial year, dividends were 7 cents per share. This included a special dividend of 1.5 cents per share fully franked and an interim dividend of 2.0 cents per share fully franked. There was no special or interim dividend paid for the financial year.
==> picture [420 x 254] intentionally omitted <==
AMCIL Limited
Annual Review 2020
6
Management Expense Ratio
AMCIL’s management expense ratio is 0.66 per cent which is an improvement on last year’s figure of 0.72 per cent. AMCIL’s portfolio is managed internally and does not charge portfolio performance fees which leads to lower costs for shareholders.
The management expense ratio compares favourably with the average fees charged by managed funds with a similar investment focus and size as AMCIL. For retail investors, these fees can typically be in excess of 1 per cent and can also include additional performance fees. This is an important consideration for investors as many funds often quote their performance returns before fees and costs.
Portfolio Returns
The societal and business environments in Australia and across the world have been dominated by the COVID-19 pandemic since the start of the 2020 calendar year. This produced a volatile investment market in the second half of the financial year and impacted a wide range of companies (Figure 1).
In the face of this market disruption, AMCIL delivered a positive portfolio return of 7.6 per cent, including franking, over the 12 months to 30 June 2020 (it is appropriate to add franking credits to total returns, given AMCIL’s dividend policy seeks to maximise the distribution of franking credits, including those arising from taxable realised gains).
==> picture [420 x 254] intentionally omitted <==
AMCIL Limited
Annual Review 2020
7
Review of Operations and Activities continued
In contrast, the S&P/ASX 200 Accumulation Index returned negative 6.6 per cent, including franking, over this period (Figure 2). This result reinforces our investment approach, in what has been a challenging period.
The outperformance for the financial year can be attributed to the healthy exposure of the portfolio to large companies such as CSL, James Hardie Industries, Wesfarmers and Xero. Smaller companies that also contributed to performance were Objective Corporation, Macquarie Telecom Group (which is a new holding in the portfolio this year), Carsales.com,
NEXTDC, Breville Group and Wellcom Group (which was taken over during the year). In particular, Objective Corporation and Macquarie Telecom Group (both of which are not included in an Index), more than doubled their share prices over the past 12 months as investors became attracted to these companies given their long term growth potential. AMCIL’s performance was also assisted by its relatively small exposure to the major banks and real estate companies, which were down heavily over the financial year (Figure 3).
Figure 1: Performance of S&P/ASX 50 Leaders, Small Ordinaries and Mid Cap 50 Indices Over the Financial Year
==> picture [324 x 187] intentionally omitted <==
----- Start of picture text -----
110
100
90
80
70
60
S&P/ASX 50 Index S&P/ASX Mid Cap 50 Index S&P/ASX Small Ordinaries Index
Jun 19 Jul 19 Aug 19 Sep 19 Oct 19 Nov 19 Dec 19 Jan 20 Feb 20 Mar 20 Apr 20 May 20 Jun 20
Index
----- End of picture text -----
Source: FactSet
AMCIL Limited
Annual Review 2020
8
Figure 2: Portfolio and Share Price Performance – Per Annum Returns to 30 June 2020, Including Franking Credits*
==> picture [327 x 134] intentionally omitted <==
----- Start of picture text -----
1 year 5 years 10 years
Net asset per share growth plus S&P/ASX 200 Accumulation Share price growth plus
dividends, including franking Index, including franking dividends, including franking
13.0%
12.1%
9.1% 11.2% 9.4%
7.6% 7.5% 8.1%
-6.6%
----- End of picture text -----
- Assumes an investor can take full advantage of the franking credits. AMCIL’s portfolio return is also calculated after management fees, income tax and capital gains tax on realised sales of investments. It should be noted that Index returns for the market do not include management expenses or tax.
Figure 3: Selected Sector Performances
==> picture [324 x 177] intentionally omitted <==
----- Start of picture text -----
50%
40%
30%
20%
10%
0%
-10%
-20%
-30%
-40%
-50%
Financials Healthcare Real Estate Information Technology
Jul 19 Aug 19 Sep 19 Oct 19 Nov 19 Dec 19 Jan 20 Feb 20 Mar 20 Apr 20 May 20 Jun 20
----- End of picture text -----
AMCIL Limited
Annual Review 2020
9
Review of Operations and Activities continued
AMCIL’s investment approach is to have a concentrated portfolio of high-quality companies that is very different to the S&P/ASX 200 Index (Figure 4) and expected to deliver above-market growth over the long term. As a result, there will be periods when the performance of AMCIL can vary quite markedly from the Index (Figure 5). Noting the difference in annual returns from the Index, the key objective is to deliver a sustained outperformance over the medium to long term. The long term performance of the portfolio, which is more in line with the Company’s investment timeframes, was 11.2 per cent per annum for the 10 years to 30 June 2020, ahead of the Index return of 9.4 per cent per annum (these returns include the full benefit of franking).
The focus on quality has been particularly aimed at ensuring the business models of the companies AMCIL invests in have a long term sustainable competitive advantage and financial risk is low given their strong balance sheets. In this context, we increased our holding in Wesfarmers and reintroduced Woolworths Group back into the portfolio. A number of new companies were also added to the portfolio throughout the financial year. This included, Goodman Group, Macquarie Telecom Group, Cleanaway Waste Management, APA Group, REA Group and ASX. Recent market volatility also produced opportunities to participate in attractively priced equity raisings in Cochlear, Auckland International Airport, Reece, Ramsay Health Care, Oil Search and Qube Holdings.
Adjustments to the Portfolio
AMCIL has maintained its focus on strengthening the quality of the portfolio over the financial year and having more concentrated exposures to companies that fit its investment criteria. This has been an ongoing process over the last two years, which has meant the number of holdings in the portfolio has been reduced from 46 to the current number of 33 over this period.
Major sales over the financial year included Westpac, Reliance Worldwide Corporation, Sonic Healthcare, AUB Group and Lifestyle Communities.
AMCIL Limited
Annual Review 2020
10
Figure 4: Investment by Sector and the Portfolio’s Variance from the S&P/ASX 200 Index as at 30 June 2020
==> picture [339 x 206] intentionally omitted <==
----- Start of picture text -----
Industrials
Healthcare
Consumer
Discretionary
Materials
Communication
Services
Information
Technology
Other
Financials
Banks
Cash
Consumer
Staples
Real
Estate
Energy
Utilities
0% 5% 10% 15% 20% 25%
AMCIL portfolio weight S&P/ASX 200 Index weight
----- End of picture text -----
Figure 5: Performance Each Financial Year of AMCIL Including Dividends and Franking Credits Versus the S&P/ASX 200 Accumulation Index with Franking*
==> picture [325 x 172] intentionally omitted <==
----- Start of picture text -----
30%
25%
20%
15%
10%
5%
0%
-5%
-10%
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
AMCIL net asset per share S&P/ASX 200 Accumulation Index
growth including franking including franking
Assumes an investor can take full advantage of the franking credits.
----- End of picture text -----*
AMCIL Limited
Annual Review 2020
11
Review of Operations and Activities continued
Share Price
The share price was trading at a discount of 6.4 per cent to the net asset backing (before tax on unrealised gains) at 30 June 2020, compared with a discount of 10.4 per cent at the end of the prior financial year. The share price return for the 12 months to 30 June 2020 of 13.0 per cent (including franking) was ahead of the portfolio return of 7.6 per cent (including franking) for this period.
Importantly, over a long term 10-year period, the share price return has performed well against the portfolio return, with the share price
up 12.1 per cent per annum to 30 June 2020 versus the portfolio which was up 11.2 per cent per annum over this period (both figures include franking).
Figure 7 outlines the benefit of compound returns and the value of AMCIL’s investment approach. It shows the total share price return (including dividends and the full benefit of franking credits) from an investment of $1,000 in AMCIL shares over a 10-year period relative to the return from the ASX 200 Accumulation Index, including franking credits.
==> picture [420 x 245] intentionally omitted <==
AMCIL Limited
Annual Review 2020
12
Figure 6: Share Price Discount/Premium to Net Asset Backing per Share
==> picture [320 x 179] intentionally omitted <==
----- Start of picture text -----
10%
5%
0%
-5%
-10%
Jun 15 Jun 16 Jun 17 Jun 18 Jun 19 Jun 20
----- End of picture text -----
Figure 7: 10-year Share Price Return of AMCIL Including Dividends and the Full Benefit of Franking Credits
==> picture [328 x 170] intentionally omitted <==
----- Start of picture text -----
$3,500
$3,000
$2,500
$2,000
$1,500
$1,000
$500
$0
AMCIL share price return, including franking S&P/ASX 200 Accumulation Index, including franking
Jun 10Dec 10Jun 11Dec 11Jun 12Dec 12Jun 13Dec 13Jun 14Dec 14Jun 15Dec 15Jun 16Dec 16Jun 17Dec 17Jun 18Dec 18Jun 19Dec 19Jun 20
----- End of picture text -----
Note assumes the reinvestment of dividends. This chart calculates the benefit of franking credits at the time dividends are paid for both AMCIL and the Index. In practice there is a timing difference between receipt of the dividend and the realisation of the franking benefit in the following tax year.
AMCIL Limited
Annual Review 2020
13
Review of Operations and Activities
continued
==> picture [420 x 463] intentionally omitted <==
AMCIL Limited
Annual Review 2020
14
Moving Forward
Business conditions are very likely to remain subdued as the pathway out of the economic environment brought on by the COVID-19 pandemic continues to be very unclear. However, with other asset classes delivering low returns, Australian equities are likely to remain attractive, even though valuations are high (Figure 8).
From AMCIL’s perspective, we are pleased with the composition of the portfolio, with holdings across a diversified range of industries and with attractive medium to long term growth prospects. Given this, we believe we can be patient, selectively adding to investments should value opportunities present themselves in quality companies during any further market dislocation.
Figure 8: Valuation of the Market – Price Earnings Ratio of the S&P/ASX 200 Index
==> picture [322 x 139] intentionally omitted <==
----- Start of picture text -----
20
19
18
17
16
5-year average 15.9
15
14
13
2015 2016 2017 2018 2019 2020
Times
----- End of picture text -----
Source: FactSet
AMCIL Limited
Annual Review 2020
15
Top 20 Investments
As at 30 June 2020
Includes investments held in both the investment and trading portfolios.
Valued at Closing Prices at 30 June 2020
| Total Value | % of the | ||
|---|---|---|---|
| $Million | Portfolio | ||
| 1 | CSL | 25.5 | 9.5 |
| 2 | BHP | 16.5 | 6.1 |
| 3 | Wesfarmers | 15.9 | 5.9 |
| 4 | Mainfreight | 12.5 | 4.6 |
| 5 | Macquarie Group | 12.1 | 4.5 |
| 6 | Transurban Group | 12.0 | 4.4 |
| 7 | Macquarie Telecom Group | 10.4 | 3.9 |
| 8 | National Australia Bank | 10.2 | 3.8 |
| 9 | Carsales.com | 9.0 | 3.3 |
| 10 | Woolworths Group | 8.9 | 3.3 |
| 11 | RamsayHealth Care | 8.9 | 3.3 |
| 12 | James Hardie Industries | 8.5 | 3.2 |
| 13 | Goodman Group | 8.5 | 3.1 |
| 14 | ARB Corporation | 7.5 | 2.8 |
| 15 | Qube Holdings | 7.1 | 2.6 |
| 16 | SydneyAirport | 7.0 | 2.6 |
| 17 | Objective Corporation | 6.8 | 2.5 |
| 18 | Reece | 6.4 | 2.4 |
| 19 | Oil Search | 6.4 | 2.4 |
| 20 | Xero | 6.3 | 2.3 |
| Total | 206.3 |
As a percentage of total portfolio value (excludes cash) 76.5%
AMCIL Limited
Annual Review 2020
16
Income Statement
For the Year Ended 30 June 2020
| 2020 $’000 2019 $’000 |
|
|---|---|
| Dividends and distributions | 7,074 8,984 |
| Revenue from deposits and bank bills | 104 199 |
| Net gains/(losses) on trading portfolio | 393 (376) |
| Income from options written portfolio | 857 251 |
| Other revenue | 54 10 |
| Total income | 8,482 9,068 |
| Finance costs | (98) (63) |
| Administration expenses | (1,797) (1,846) |
| Profit before income tax | 6,587 7,159 |
| Income tax expense | (624) (144) |
| Profit for theyear | 5,963 7,015 |
| Cents Cents |
|
| Profit for theyearper share | 2.15 2.60 |
AMCIL Limited
Annual Review 2020
17
Balance Sheet
As at 30 June 2020
| Balance Sheet As at 30 June 2020 |
|
|---|---|
| 2020 $’000 2019 $’000 |
|
| Current assets | |
| Cash | 9,190 13,988 |
| Receivables | 719 2,993 |
| Total current assets | 9,909 16,981 |
| Non-current assets | |
| Deferred tax assets | 14 137 |
| Investmentportfolio | 269,617 253,395 |
| Total non-current assets | 269,631 253,532 |
| Total assets | 279,540 270,513 |
| Current liabilities | |
| Payables | 175 173 |
| Tax payable | 1,107 851 |
| Options sold | - 1,217 |
| Total current liabilities | 1,282 2,241 |
| Non-current liabilities | |
| Deferred tax liabilities – investmentportfolio | 23,363 20,718 |
| Total non-current liabilities | 23,363 20,718 |
| Total liabilities | 24,645 22,959 |
| Net assets | 254,895 247,554 |
| Shareholders’ equity | |
| Share capital | 189,581 186,168 |
| Revaluation reserve | 40,075 36,784 |
| Realised capital gains reserve | 15,684 19,637 |
| Retainedprofits | 9,555 4,965 |
| Total shareholders’ equity | 254,895 247,554 |
AMCIL Limited
Annual Review 2020
18
Summarised Statement of Changes in Equity
For the Year Ended 30 June 2020
| 2020 $’000 2019 $’000 |
|
|---|---|
| Total equity at the beginning of the year | 247,554 245,358 |
| Dividends paid | (9,611) (20,592) |
| Shares issued – Dividend Reinvestment Plan | 3,426 7,149 |
| – Share Purchase Plan | - 4,319 |
| Costs of share issues | (13) (48) |
| Total transactions with shareholders | (6,198) (9,172) |
| Profit for the year | 5,963 7,015 |
| Revaluation of investment portfolio | 10,893 5,651 |
| Provision for tax on revaluation | (3,317) (1,298) |
| Revaluation of investment portfolio (after tax) | 7,576 4,353 |
| Total comprehensive income for the year | 13,539 11,368 |
| Realised gains on securities sold | 4,957 9,724 |
| Tax expense on realisedgains on securities sold | (672) (2,870) |
| Net realised gains on securities sold | 4,285 6,854 |
| Transfer from revaluation reserve to realisedgains reserve | (4,285) (6,854) |
| Total equityat the end of theyear | 254,895 247,554 |
A full set of AMCIL’s accounts are available on the Company’s website.
AMCIL Limited
Annual Review 2020
19
Holdings of Securities At 30 June 2020
Details of the Company’s portfolios are given below. The list should not, however, be used to evaluate portfolio performance or to determine the net asset backing per share (which is recorded each month on the toll free telephone service at 1800 780 784).
| Number | Number Market |
|||
|---|---|---|---|---|
| Held | Held Value |
|||
| 2019 | 2020 2020 |
|||
| Code | Name | Principal Activity | ’000 | ’000 $’000 |
| AIA | Auckland | Owner and operator of New Zealand’s | 0 | 604 3,721 |
| International | largest airport. It operates through the | |||
| Airport | following segments: aeronautical, | |||
| retail andproperty | ||||
| APA | APA Group | Owns and operates energy infrastructure | 0 | 429 4,776 |
| assets and businesses | ||||
| ARB | ARB | Manufacturer and distributor of four-wheel | 310 | 415 7,454 |
| Corporation | drive vehicle accessories in Australia | |||
| and internationally | ||||
| ASX | ASX | Operates Australia’s largest securities | 0 | 13 1,067 |
| exchange | ||||
| BHP | BHP Group | Diversifed international resources | 355 | 460 16,477 |
| company | ||||
| BRG | Breville Group | Manufacturer and wholesaler of electrical | 240 | 249 5,672 |
| consumerproducts | ||||
| BXB | Brambles | Global provider of supply chain | 445 | 550 5,979 |
| management and logistics solutions | ||||
| CAR | Carsales.com | Owns and operates Australia’s largest | 507 | 507 8,994 |
| automotive classifeds business and | ||||
| invests in a number of international online | ||||
| automotive websites | ||||
| CBA | Commonwealth | Banking and wealth management services |
128 | 78 5,415 |
| Bank of | ||||
| Australia | ||||
| COH | Cochlear | Provides implantable hearing solutions, | 0 | 29 5,398 |
| operating throughout the Americas, | ||||
| Europe and Asia Pacifc. Its products | ||||
| include cochlear, bone conduction | ||||
| and acoustic implants | ||||
| CSL | CSL | Global healthcare company that | 79 | 89 25,543 |
| researches, develops, manufactures | ||||
| and markets products to treat and prevent | ||||
| serious human medical conditions |
AMCIL Limited
Annual Review 2020
20
| Number | Number Market |
|||
|---|---|---|---|---|
| Held | Held Value |
|||
| 2019 | 2020 2020 |
|||
| Code | Name | Principal Activity | ’000 | ’000 $’000 |
| CWY | Cleanaway | Australia’s largest waste management | 0 | 2,565 5,643 |
| Waste | provider focusing on solid waste, liquid | |||
| Management | waste,health and industrial waste services | |||
| EQT | EQT Holdings | Provider of private client, trustee, | 262 | 227 5,614 |
| estate administration and funds | ||||
| management services | ||||
| GMG | Goodman | Develops, owns and manages industrial | 0 | 570 8,465 |
| Group | property and business space in Australia | |||
| and overseas | ||||
| IRE | IRESS | Technology company that provides | 450 | 315 3,455 |
| software to the fnancial | ||||
| management industry | ||||
| JHX | James Hardie | Building materials company focused | 416 | 310 8,531 |
| Industries | on fbre cement products, predominantly | |||
| in the United States | ||||
| MAQ | Macquarie | Provides voice and telecommunication | 0 | 236 10,384 |
| Telecom | services as well as data hosting and | |||
| Group | co-location services to businesses | |||
| andgovernment customers | ||||
| MFT | Mainfreight | Provider of managed warehousing | 329 | 340 12,526 |
| (NZX listed) | and international and domestic freight | |||
| forwardingservices | ||||
| MQG | Macquarie | Diversifed fnancial services business | 85 | 102 12,076 |
| Group | operating in banking, fnancial | |||
| advisory, investment and funds | ||||
| management services | ||||
| NAB | National | Banking and wealth management services | 460 | 557 10,150 |
| Australia Bank | ||||
| NXT | NEXTDC | Owns and operates large scale data | 725 | 600 5,928 |
| centres across Australia | ||||
| OCL | Objective | Technology company that supplies | 1,395 | 924 6,816 |
| Corporation | software and services to the government | |||
| and enterprise sectors | ||||
| OSH | Oil Search | Oil and gas explorer, developer and | 925 | 2,005 6,356 |
| producer with assets predominantly | ||||
| in PNG |
AMCIL Limited
Annual Review 2020
21
Holdings of Securities
At 30 June 2020 continued
| Number | Number Market |
|||
|---|---|---|---|---|
| Held | Held Value |
|||
| 2019 | 2020 2020 |
|||
| Code | Name | Principal Activity | ’000 | ’000 $’000 |
| QUB | Qube | Australia’s leading provider of integrated | 2,407 | 2,426 7,060 |
| Holdings | import and export logistics services | |||
| REA | REA Group | Leading digital media business focusing | 0 | 41 4,428 |
| on online property portals in Australia | ||||
| and overseas | ||||
| REH | Reece | Distributor and retailer of plumbing, | 575 | 701 6,440 |
| buildingand hardware supplies | ||||
| RHC | Ramsay | Provider of healthcare services and the | 74 | 135 8,947 |
| Health Care | operation of hospitals and day surgery | |||
| facilities in Asia Pacifc, United Kingdom | ||||
| and France | ||||
| SEK | Seek | Operator of employment classifeds | 277 | 283 6,184 |
| websites in Australia and Asia with | ||||
| investments in the online education | ||||
| and trainingsector | ||||
| SYD | Sydney Airport | Owns and operates the Sydney | 804 | 1,229 6,966 |
| International Airport | ||||
| TCL | Transurban | Developer and operator of toll roads | 635 | 848 11,982 |
| Group | in Australia and overseas | |||
| WES | Wesfarmers | Diversifed conglomerate with retailing | 146 | 355 15,915 |
| operations in department stores, home | ||||
| improvement and offce supplies. | ||||
| The group also operates businesses | ||||
| involved in energy, chemicals, fertilisers | ||||
| and industrial and safety products | ||||
| WOW | Woolworths | Operates general merchandise consumer | 87 | 240 8,947 |
| Group | stores and supermarkets in Australia | |||
| and New Zealand | ||||
| XRO | Xero | Develops accounting software for | 70 | 70 6,308 |
| small and medium sized businesses | ||||
| in New Zealand, Australia, the United | ||||
| Kingdom and the United States | ||||
| Total | 269,617 |
AMCIL Limited
Annual Review 2020
22
Major Transactions in the Investment Portfolio
| Cost | |
|---|---|
| Acquisitions | $’000 |
| Wesfarmers | 8,291 |
| Goodman Group | 8,178 |
| Woolworths Group | 6,006 |
| Macquarie Telecom Group | 5,373 |
| CleanawayWaste Management | 5,172 |
| Proceeds | |
| Disposals | $’000 |
| Westpac# | 10,336 |
| Wellcom Group (takeover by Innocean Worldwide)# | 7,605 |
| Reliance Worldwide Corporation# | 5,476 |
| Sonic Healthcare# | 5,321 |
| AUB Group# | 4,726 |
| Lifestyle Communities# | 4,561 |
Complete disposals from the portfolio.
New Companies Added to the Portfolio
Woolworths Group (re-entered)
Goodman Group Macquarie Telecom Group Cleanaway Waste Management APA Group Cochlear REA Group Auckland International Airport
ASX
AMCIL Limited
Annual Review 2020
23
Company Particulars
AMCIL Limited (AMCIL)
ABN 57 073 990 735
Directors
Bruce B Teele, Chairman Robert M Freeman, Managing Director Ross E Barker Roger G Brown Michael J Hirst Siobhan L McKenna Rupert Myer AO Jonathan J Webster AM
Company Secretaries
Matthew J Rowe Andrew JB Porter
Registered Office and Mailing Address
Level 21, 101 Collins Street Melbourne, Victoria 3000
Contact Details
Telephone (03) 9650 9911 Facsimile (03) 9650 9100 Email [email protected] Website amcil.com.au
For enquiries regarding net asset backing (as advised each month to the Australian Securities Exchange):
Telephone 1800 780 784 (toll free)
Auditor
PricewaterhouseCoopers Chartered Accountants
Country of Incorporation
Australia
AMCIL Limited
Annual Review 2020
24
Shareholder Information
Share Registrar
Computershare Investor Services Pty Ltd Yarra Falls 452 Johnston Street Abbotsford, Victoria 3067
Shareholder Enquiry Line 1300 653 916 +61 3 9415 4224 (from overseas) Facsimile +61 3 9473 2500 Website investorcentre.com/contact
For all enquiries relating to shareholdings, dividends and related matters, please contact the share registrar as above.
Securities Exchange Code
AMH Ordinary shares
Annual General Meeting
Time 1.30pm Date Thursday 8 October 2020
Note the AGM will be a virtual meeting conducted online and via telephone. The subsequent interstate investor meetings will not be held this year.
AMCIL Limited
Annual Review 2020
25
==> picture [89 x 35] intentionally omitted <==
Design: MDM Investorcom Printed on environmentally friendly paper
==> picture [554 x 592] intentionally omitted <==
----- Start of picture text -----
The Annual General Meeting of AMCIL Limited ,
ABN: 57 073 990 735 (‘Company’) will be held at:
1.30pm (AEDT) on Thursday 8 October 2020 .
----- End of picture text -----
Notice of Annual General Meeting 2020
==> picture [103 x 40] intentionally omitted <==
A Focused Portfolio of Australian Equities
==> picture [103 x 40] intentionally omitted <==
Dear Shareholders,
On behalf of the Board of AMCIL Limited (AMCIL) I confirm that the Company’s 25th Annual General Meeting (AGM) will be held on Thursday 8 October 2020 commencing at 1.30pm (AEDT) . Attached is our Notice of Meeting that sets out the business of the AGM.
In light of the COVID-19 pandemic, and the uncertainty surrounding a physical meeting, this year our AGM will be a virtual one and will take place via an online platform. There will not be a physical meeting venue for shareholders to attend. The Federal Treasurer has issued a Determination that permits companies to hold fully virtual annual general meetings. Whilst the Directors and I look forward to the opportunity to speak to fellow shareholders at the AGM, and the shareholder presentations we usually do around Australia, the health and safety of our employees, shareholders and the wider community is paramount. You will find details of our virtual meeting format in the attached Notice of Meeting, together with various methods for you to vote, ask questions and otherwise participate in the meeting.
To give shareholders a reasonable opportunity to participate without being physically present in the same place, all shareholders and proxyholders will be able to participate in the AGM via the online platform or telephone:
Via the online platform https://web.lumiagm.com/ using code 373 833 630 or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.
Using an online platform via a computer, mobile phone or iPad/tablet device with internet access you will be able to join and participate in the meeting.
Shareholders and proxyholders will have the ability to vote and ask questions in real time during the AGM and to hear all of the discussion via the online platform, subject to connectivity of your device. You will need to provide your shareholder details (including your SRN or HIN and postcode) to be verified as a shareholder. Proxy holders will need to phone the Computershare call centre 1 hour before the meeting to obtain their login details.
Via telephone
To join via the teleconference, please use the details below:
Telephone: 1800 175 864 (free call within Australia) 1300 212 365 (mobile, free call within Australia) +61 2 8373 3550 (outside Australia) Conference ID: 6386402
Shareholders and proxyholders will be able to listen into the presentation and discussion and ask questions via telephone. Participants cannot vote using the teleconference facility.
The Company encourages all shareholders to submit a proxy vote ahead of the meeting, this can be done using the paper form or online via investorvote.com.au.
Questions may also be asked in advance of the meeting via email to [email protected]. The question form is included with this Notice of Meeting.
A detailed guide on how to participate virtually is set out in the Online Meeting Guide enclosed. This Guide explains how you can ensure your browser is compatible with the online platform, as well as a step-by-step guide to successfully log in and navigate the site.
This Guide will be lodged with the ASX and is also available on our website amcil.com.au.
We look forward to your virtual attendance and being able to resume our face-to-face shareholder presentations as soon as it is safe to do so.
Yours sincerely
==> picture [119 x 51] intentionally omitted <==
Bruce Teele Chairman
AMCIL Limited
2
BUSINESS OF THE MEETING
The Annual General Meeting of AMCIL Limited , ABN: 57 073 990 735 (‘Company’) will be held at: 1.30pm (AEDT) on Thursday 8 October 2020 .
Shareholders are requested to participate in the AGM virtually via our online AGM platform or via the appointment of a proxy. Further information on how to participate virtually is set out in this Notice and the Online Meeting Guide.
The Company has determined that, for the purpose of voting at the meeting, shares will be taken to be held by those persons recorded on the Company’s register at 7.00pm (AEDT) on Tuesday 6 October 2020 .
1. Financial Statements and Reports
To consider the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2020.
(Please note that no resolution will be required to be passed on this matter.)
2. Adoption of Remuneration Report
To consider and, if thought fit, to pass the following resolution (as an ordinary resolution):
“That the Remuneration Report for the financial year ended 30 June 2020 be adopted.”
(Please note that the vote on this item is advisory only.)
3. and 4. Re-election of Directors
To consider and, if thought fit, to pass the following resolution (as an ordinary resolution):
-
3 “That Mr Roger Brown, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected as a Director of the Company.”
-
4 “That Mr Jon Webster, a Director retiring from office in accordance with Rule 46 of the Constitution, being eligible is re-elected as a Director of the Company.”
By Order of the Board
==> picture [89 x 61] intentionally omitted <==
Matthew Rowe Company Secretary 26 August 2020
AMCIL Limited
Notice of Annual General Meeting 2020
3
EXPLANATORY NOTES
The Explanatory Notes below provide additional information regarding the items of business proposed for the Annual General Meeting.
IMPORTANT: Shareholders are urged to direct their proxy how to vote by clearly marking the relevant box for each item on the proxy form.
Please ensure that your properly completed proxy form reaches the share registry by the deadline of 1.30pm (AEDT) on Tuesday 6 October 2020.
1. Financial Statements and Reports
During this item there will be an opportunity for shareholders to ask questions and comment on the Directors’ Report, Financial Statements and Independent Audit Report for the financial year ended 30 June 2020. No resolution will be required to be passed on this matter.
Shareholders who have not elected to receive a hard copy of the Company’s 2020 Annual Report can view or download it from the Company’s website at:
amcil.com.au/our-company #Companyreports
2. Adoption of Remuneration Report
Board recommendation and undirected proxies: The Board recommends that shareholders vote in FAVOUR of Item 2. The Chairman of the Annual General meeting intends to vote undirected proxies in FAVOUR of Item 2.
During this item there will be a reasonable opportunity for shareholders at the meeting to comment on and ask questions about the Remuneration Report which can be found in the Company’s 2020 Annual Report.
Voting Exclusions on Item 2
Pursuant to sections 250BD and 250R of the Corporations Act 2001 (Cth), votes may not be cast, and the Company will disregard any votes cast, on the resolution proposed in item 2 (‘Resolution 2’):
-
by or on behalf of any member of the key management personnel of the Company, which includes the directors, (a ‘KMP member’) whose remuneration details are included in the Remuneration Report, or any of their closely related parties, regardless of the capacity in which the votes are cast; or
-
by any person who is a KMP member as at the time Resolution 2 is voted on at the Annual General Meeting, or any of their closely related parties, as a proxy,
If the Chairman of the Annual General Meeting is appointed, or taken to be appointed, as a proxy, the shareholder can direct the Chairman to vote for or against, or to abstain from voting on, Resolution 2 by marking the appropriate box opposite Item 2 on the proxy form.
Pursuant to sections 250BD(2)
and 250R(5) of the Corporations Act 2001 , if the Chairman of the meeting is a proxy and the relevant shareholder does not mark any of the boxes opposite Item 2, the relevant shareholder will be expressly authorising the Chairman to exercise the proxy in relation to Item 2.
For the purposes of these voting exclusions:
A ‘closely related party’ of a KMP member means (1) a spouse or child of the KMP member, (2) a child of the KMP member’s spouse, (3) a dependant of the KMP member or of the KMP member’s spouse, (4) anyone else who is one of the KMP member’s family and may be expected to influence the KMP member, or be influenced by the KMP member, in the KMP member’s dealings with the Company, or (5) a company the KMP member controls.
The Company will also apply these voting exclusions to persons appointed as attorney by a shareholder to attend and vote at the Annual General Meeting under a power of attorney, as if they were appointed as a proxy.
unless the votes are cast as a proxy for a person who is entitled to vote on Resolution 2:
-
in accordance with a direction in the proxy appointment; or
-
by the Chairman of the Annual General Meeting in accordance with an express authorisation in the proxy appointment to cast the votes even if Resolution 2 is connected directly or indirectly with the remuneration of a KMP member.
AMCIL Limited
Notice of Annual General Meeting 2020
4
Items 3. and 4. Re-Election of Directors
Board recommendation and undirected proxies: The Board (with the exception of each Director in relation to their own re-election) recommends that shareholders vote in FAVOUR of Items 3 and 4. The Chairman of the Annual General Meeting intends to vote undirected proxies in FAVOUR of Item 3 and 4.
Mr Roger Brown and Mr Jon Webster were re-elected and elected respectively as Directors by shareholders at the 2017 AGM. As such they are required to seek re-election by shareholders at this AGM. Their biographical details are set out below:
Roger G Brown
Independent Non-Executive Director. Member of the Investment Committee. B.Eng, MBA
Mr Brown was appointed to the Board in February 2014. He has been the NonExecutive Chairman of ARB Corporation Limited since 2016. Mr Brown also held the position of Executive Chairman of the company from 1987 to 2016.
Jon Webster AM
Independent Non-Executive Director. BCom, LLB (Hons) LLM
Mr Webster was appointed to the Board in November 2016. Mr Webster is a consultant at Allens having been a partner of Allens practicing in the area of mergers and acquisitions for over 30 years and was a Board member of Allens for 12 years. He is a Trustee of the R E Ross Trust and a Director of Hillview Quarries Pty Ltd. He is a former Director of the Human Rights Law Centre, former Chairman of the Audit Committee of the Northern Land Council, Chairman of the Corporations Committee of the Law Council of Australia, a former member of the ASX’s Listings Advisory Panel and of the Federal Government’s Consultative Group to the Corporations Law Simplification Task Force.
Further information regarding the Company’s Corporate Governance arrangements and the Board’s role can be found on the Company’s website at:
amcil.com.au/corporate-governance
Mr Brown has wide experience as a CEO and Director and brings to the Company a wealth of knowledge from ARB Corporation’s involvement in the automotive industry in Australia and overseas.
AMCIL Limited
Notice of Annual General Meeting 2020
5
SHAREHOLDER INFORMATION
All Resolutions Will Be By Poll
As shareholders are asked to participate virtually in the meeting, in accordance with the Treasurer’s Determination each resolution considered at the meeting will be conducted by a poll.
Participating at the AGM
Shareholders are invited to participate in the AGM by:
Online Platform: Shareholders and proxyholders will be able to participate in the AGM online in real time using a computer, mobile phone or iPad/ tablet device with internet access. You will need to provide your shareholder details (including your SRN or HIN and postcode) to be verified as a shareholder.
Proxyholders: Accessing the Online Platform
To receive your username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting
You can access the AGM online via https://web.lumiagm.com/ using code 373 833 630 or by using the Lumi AGM app, which is available by downloading the app from the Apple App Store or Google Play Store.
Participating in the AGM online enables shareholders to listen to the AGM live, ask questions and cast direct votes at the appropriate times during the meeting, subject to the connectivity of your device. More information regarding participation in the meeting online is detailed in the Online Meeting Guide enclosed and available on our website amcil.com.au.
Telephone: Shareholders and
proxyholders will also be able to dial into the meeting to listen in to the presentation and discussion live and ask questions on the phone.
To join via the teleconference, please use the details below:
Telephone:
1800 175 864 (free call within Australia)
1300 212 365 (mobile, free call within Australia)
+61 2 8373 3550 (outside Australia)
Conference ID:
6386402
Joining the Conference Call:
-
In the 10 minutes prior to the call start time, call the appropriate dial-in number.
-
Enter the Event Plus passcode 6386402 , followed by the pound or # key and leave any information requested after the tone. You will be joined automatically to the conference. During the call you can indicate if you would like to ask a question by pressing (*1) on your telephone keypad and wait for your name to be announced.
International Dial-In Numbers will be available via the Company’s website.
As Shareholders attending by telephone will be unable to participate virtually and vote at the AGM they are encouraged to appoint a proxy by using the proxy form.
Voting Options for the AGM
-
Direct voting via the online AGM platform during the AGM.
-
Appointing a proxy.
Direct Voting Via Online AGM Platform – During The AGM
In accordance with the Treasurer’s Determination and clause 41(e) of the Company’s Constitution (‘Constitution’), the Directors have determined that at the AGM, a shareholder who is entitled to vote on a resolution at the AGM is entitled to a direct vote in respect of that resolution and have approved the use of the online AGM platform as the means by which shareholders can deliver their direct vote in real time during the AGM.
Shareholders can participate in the AGM via the online AGM platform and will be able to vote directly through the online platform in real time. Shareholders and proxyholders can vote directly online at any time between the start of the AGM at 1.30pm (AEST) and the closure of voting as announced by the Chairman during the Meeting.
More information regarding direct voting during the AGM is detailed in the Online Meeting Guide enclosed and available on our website amcil.com.au.
Proxies
-
A shareholder entitled to attend and vote at this meeting is entitled to appoint not more than two proxies (who need not be members of the Company) to attend, vote and speak in the shareholder’s place and to join in any demand for a poll.
-
A shareholder who appoints two proxies may specify a proportion or number of the shareholder’s votes each proxy is appointed to exercise. Where no such specification is made, each proxy may exercise half of the votes (any fractions of votes resulting from this are disregarded).
3. Proxy forms may be lodged online by visiting investorvote.com.au or by scanning the QR Code on the proxy form with a mobile device.
4. Relevant custodians may lodge their proxy forms online by visiting intermediaryonline.com
AMCIL Limited
Notice of Annual General Meeting 2020
6
-
Proxy forms and any authorities (or certified copies of those authorities) under which they are signed may also be delivered by mail or by fax to the Company’s Share Registry (see details below) no later than 48 hours before the meeting, being 1.30pm (AEDT) on Tuesday 6 October 2020 . Further details are on the proxy form.
-
A proxy need not vote in that capacity on a poll (unless the proxy is the Chairman of the meeting). However, if the proxy’s appointment specifies the way to vote on a resolution, and the proxy decides to vote in that capacity on that resolution, the proxy must vote the way specified (subject to the other provisions of this Notice, including the voting exclusions noted above).
-
In certain circumstances the Chairman of the meeting will be taken to have been appointed as the proxy of the relevant shareholder in respect of the meeting or the poll on that resolution even if the shareholder has not expressly appointed the Chairman of the meeting as their proxy. This will occur where:
-
an appointment of a proxy specifies the way the proxy is to vote on a particular resolution; and
-
the appointed proxy is not the Chairman of the meeting; and
Corporate Representatives
A body corporate which is a shareholder, or which has been appointed as a proxy, may appoint an individual to act as its representative at the meeting. Evidence of the appointment of a corporate representative must comply with section 250D of the Corporations Act 2001 and be lodged with the Company before the AGM.
Attorneys
A shareholder may appoint an attorney to vote on their behalf. To be effective for the meeting, the instrument effecting the appointment (or a certified copy of it) must be received by the deadline for the receipt of proxy forms (see above), being no later than 48 hours before the meeting.
Questions from Shareholders
Shareholders who are unable to attend the meeting or who prefer to register questions in advance are invited to use the question form included with their proxy form or via email [email protected]. au. The deadline for receipt of questions by email to be considered at the AGM is 24 September 2020. During the course of the meeting, the Chairman will endeavour to address the themes most frequently raised in the submitted question forms. Please note that individual responses will not be sent to shareholders.
Share Registry
The Company’s Share Registry details are as follows:
Computershare Investor Services Pty Limited
Street Address
Yarra Falls 452 Johnston Street Abbotsford Victoria 3067
Postal Address
GPO Box 242 Melbourne Victoria 3001
Telephone
1300 653 916 (within Australia) +61 3 9415 4224 (outside Australia)
Facsimile
1800 783 447 (within Australia) +61 3 9473 2555 (outside Australia)
Internet
investorcentre.com/contact
-
at the meeting, a poll is called on the resolution; and
-
either of the following apply:
-
if a record of attendance is made for the AGM-the proxy is not recorded as attending; or
-
the proxy does not vote on the resolution.
AMCIL Limited
Notice of Annual General Meeting 2020
7
==> picture [103 x 41] intentionally omitted <==
==> picture [146 x 66] intentionally omitted <==
����������������
������
������������������������������� �����������������������������������
ABN 57 073 990 735
�������
������������������������������
AMH
������������� �������� ����������������� ��������������� ������������� ��������������������
����������������������
��������������������������������������������� ������������������� �������������� �����������������������
����������
��������������������������������
������������������������������������������������������������������������������������������������ �������������������������������������������
��������������������
���������������������������� ����������������������������������������������������������� ������������������������������������������������������������������������������������������ ������������������������������������������������������������������������������������������� ����������������������������������
����������������������
�������
�������������������������
���������������������������������� ������������������������������������� �������������������������������������� ��������
XX
���������������������������������
��������������������������������� ����������������������������������������������������������� ����������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������
�������������������������� ������������������������������������������������������������� ����������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������� �������������������������������������������������
==> picture [47 x 49] intentionally omitted <==
����������������������
��������������������
����������
����������������������� ������������������������������
��������������������������
����������������������������������������������������
�������������������������������������
��������
����������� �����������������������������������������������������������������
�������������� ������������������������������������������������������������������������������� �����
������������������������������������������� �����������
������������������
���������
������������������� ������������������������������������������������������������������������ ���������������������������������������������������������������������������������������������
����������� ������������������������������������������������������������������� �������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������
�������������������������������������������������������������������������������������������� ����������������������������������
�������
��������������������������������
���������������������������������
������������� ����������������������� ��������������������������������������� �������������
MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030
Change of address. If incorrect, mark this box and make the correction in the space to the left. Shareholders sponsored by a broker (reference number commences with ’X’) should advise their broker of any changes.
I1234567890
I 9999999999 I N D
Prox Form y
Appoint a proxy to vote on your behalf
I/We being a shareholder/s of AMCIL LIMITED hereby appoint the Chairman of the meeting[OR]
Please mark to indicate your directions
XX
PLEASE NOTE: Leave this box blank if you have selected the Chairman of the meeting. Do not insert your own name(s).
or failing the individual or body corporate named in relation to the meeting generally or in relation to a poll on a given resolution, or if no individual or body corporate is named, the Chairman of the meeting, as my/our proxy to act generally at the meeting or in relation to a poll on the given resolution (as applicable) on my/our behalf, including to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fi t), at the Annual General Meeting of AMCIL Limited to be held virtually at 1.30pm (AEDT) on Thursday 8 October 2020 and at any adjournment or postponement of that meeting.
Chairman to vote undirected proxies in favour: I/We acknowledge that the Chairman of the meeting intends to vote undirected proxies in favour of each item of business, to the extent permitted by law.
Chairman authorised to exercise proxies on remuneration related matters : If I/we have appointed the Chairman of the meeting as my/our proxy (or the Chairman of the meeting becomes my/our proxy by default), I/we expressly authorise the Chairman of the meeting (to the extent permitted by law) to exercise my/our proxy in respect of item 2 even though the item is connected directly or indirectly with the remuneration of a member of key management personnel of AMCIL Limited, which includes the Chairman of the meeting.
Items of Business
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
| Item | 2 | Adoption of Remuneration Report |
|---|---|---|
| Item | 3 | Re-election of Director - Mr Roger Brown |
| Item | 4 | Re-election of Director - Mr Jon Webster |
==> picture [84 x 78] intentionally omitted <==
Board recommendations and undirected proxies: The Board recommends shareholders vote in favour of each item of business. The Chairman of the meeting intends to vote undirected proxies in favour of each item of business, to the extent permitted by law.
Signature of Shareholder(s) This section must be completed. Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime / / Name Telephone Date
2 6 3 4 8 5 A
A M H
All correspondence to: AMH Share Registrar Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia
==> picture [92 x 38] intentionally omitted <==
ABN 57 073 990 735
==> picture [102 x 53] intentionally omitted <==
==> picture [156 x 38] intentionally omitted <==
Questions from Shareholders
The Annual General Meeting (AGM) of AMCIL Limited will be held virtually at 1.30pm (AEDT) on Thursday 8 October 2020. Shareholders who are unable to attend the meeting, or who prefer to register questions in advance, are invited to submit any questions they have by completing and returning this form.
Please return your completed question form to our Share Registrar, Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001, or by facsimile to 1800 783 447 (outside Australia +61 3 9473 2555) by Thursday 24 September 2020. The envelope provided for the return of your proxy form may also be used for this purpose.
You may also submit written questions to the auditor if the questions are relevant to the content of the auditor’s report or the conduct of the audit of the financial statements to be considered at the AGM.
We will endeavour, during the course of the AGM, to address the themes most frequently raised in the submitted question forms. Please note that individual responses will not be sent to shareholders.
| Question(s): Please mark |
X | |
|---|---|---|
A M H
263485_14_V1
Online Meeting Guide
Getting Started
If you choose to participate online you will be able to view a live webcast of the meeting, ask the Directors questions online and submit your votes in real time and you will need to either:
a) Visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari,Internet Explorer 11, Edge and Firefox. Please ensure your browser is compatible; or
b) Download the Lumi AGM app from the Apple App or Google Play Stores by searching for Lumi AGM.
Meeting ID: 373 833 630
To log in, you must have the following information:
Australian Residents
Username (SRN or HIN) and Password (postcode of your registered address)
Overseas Residents
Username (SRN or HIN) and Password (three-character country code) e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada - CAN. A full list is provided at the end of this guide.
Appointed Proxy
To receive your username and password, please contact Computershare Investor Services on +61 3 9415 4024 during the online registration period which will open 1 hour before the start of the meeting.
Online registration will open 1 hour before the start of the meeting
To participate in the meeting, you will be required to enter the unique 9 digit Meeting ID provided above. 1
==> picture [103 x 215] intentionally omitted <==
2
To proceed into the meeting, you will need to read and accept the Terms and Conditions.
==> picture [108 x 215] intentionally omitted <==
==> picture [107 x 211] intentionally omitted <==
==> picture [15 x 8] intentionally omitted <==
----- Start of picture text -----
OR
----- End of picture text -----
1
To register as a securityholder, select ‘I have a login’ and enter your username (SRN or HIN) and 3 password (postcode or country code).
==> picture [222 x 203] intentionally omitted <==
If you are a visitor, select ‘I am a guest’ and enter 3a your name and email details. Please note, visitors will not be able to ask questions or vote at the meeting.
==> picture [104 x 206] intentionally omitted <==
-
Once logged in, you will see the home page, which
-
4 displays the meeting documents and information on the meeting. Icons will be displayed in different areas, depending on the device you are using.
5 View the webcast
To view proceedings you must tap the broadcast arrow on your screen. Video and/or slides of the meeting will appear after approx. 30 seconds*. Toggle between the up or down arrow to view another screen.
(*Dependant on the speed of your internet)
==> picture [115 x 211] intentionally omitted <==
==> picture [124 x 17] intentionally omitted <==
==> picture [10 x 11] intentionally omitted <==
==> picture [12 x 11] intentionally omitted <==
==> picture [13 x 11] intentionally omitted <==
==> picture [113 x 212] intentionally omitted <==
The broadcast bar allows you to view and listen to the proceedings Home page icon, displays meeting information Questions icon, used to ask questions
Voting icon, used to vote. Only visible when the chairman opens poll
2
6 To Vote
When the Chairman declares the poll open:
-
A voting icon will appear on your device and theMeeting Resolutions will be displayed.
-
To vote tap one of the voting options. Your
-
response will be highlighted.
7
To Ask Questions
Tap on the Questions icon to submit a question, type your question in the chat box at the bottom of the screen and then select the send icon .
Confirmation that your message has been received will appear.
- To change your vote, simply press a different option to override.
The number of items you have voted or yet to vote on, is displayed at the top of the screen.
Votes may be changed up to the time the chairman closes the poll.
==> picture [226 x 212] intentionally omitted <==
==> picture [112 x 214] intentionally omitted <==
On some devices, to vote, you may need to minimise the webcast by selecting the arrow in the broadcast bar, audio will still be available. To return to the webcast after voting, select the arrow again.
For Assistance
If you require assistance prior to or during the Meeting, please call +61 3 9415 4024
==> picture [478 x 197] intentionally omitted <==
----- Start of picture text -----
https://web.lumiagm.com
----- End of picture text -----
3
COUNTRY CODES Select your country code from the list below and enter it into the password field.
ABW ARUBA CPV CAPE VERDE AFG AFGHANISTAN CRI COSTA RICA AGO ANGOLA CUB CUBA AIA ANGUILLA CXR CHRISTMAS ISLAND ALA ALAND ISLANDS CYM CAYMAN ISLANDS ALB ALBANIA CYP CYPRUS AND ANDORRA CZE CZECH REPUBLIC ANT NETHERLANDS DEU GERMANY ANTILLES DJI DJIBOUTI ARE UNITED ARAB DMA DOMINICA EMIRATES DNK DENMARK ARG ARGENTINA DOM DOMINICAN REPUBLIC ARM ARMENIA DZA ALGERIA ASM AMERICAN SAMOA ECU ECUADOR ATA ANTARCTICA EGY EGYPT ATF FRENCH SOUTHERN ERI ERITREA TERRITORIES ESH WESTERN SAHARA ATG ANTIGUA AND ESP SPAIN BARBUDA EST ESTONIA AUS AUSTRALIA ETH ETHIOPIA AUT AUSTRIA FIN FINLAND AZE AZERBAIJAN FJI FIJI BDI BURUNDI FLK FALKLAND ISLANDS BEL BELGIUM (MALVINAS) BEN BENIN FRA FRANCE BFA BURKINA FASO FRO FAROE ISLANDS BGD BANGLADESH FSM MICRONESIA BGR BULGARIA GAB GABON BHR BAHRAIN GBR UNITED KINGDOM BHS BAHAMAS GEO GEORGIA BIH BOSNIA & GGY GUERNSEY HERZEGOVINA GHA GHANA BLM ST BARTHELEMY GIB GIBRALTAR BLR BELARUS GIN GUINEA BLZ BELIZE GLP GUADELOUPE BMU BERMUDA GMB GAMBIA BOL BOLIVIA GNB GUINEA-BISSAU BRA BRAZIL GNQ EQUATORIAL GUINEA BRB BARBADOS GRC GREECE BRN BRUNEI DARUSSALAM GRD GRENADA BTN BHUTAN GRL GREENLAND BUR BURMA GTM GUATEMALA BVT BOUVET ISLAND GUF FRENCH GUIANA BWA BOTSWANA GUM GUAM BLR BELARUS GUY GUYANA CAF CENTRAL AFRICAN HKG HONG KONG REPUBLIC HMD HEARD AND CAN CANADA MCDONALD ISLANDS CCK COCOS (KEELING) HND HONDURAS ISLANDS HRV CROATIA CHE SWITZERLAND HTI HAITI CHL CHILE HUN HUNGARY CHN CHINA IDN INDONESIA CIV COTE D’IVOIRE IMN ISLE OF MAN CMR CAMEROON IND INDIA COD CONGO DEMOCRATIC IOT BRITISH INDIAN OCEAN REPUBLIC OF TERRITORY COG CONGO PEOPLES IRL IRELAND REPUBLIC OF IRN IRAN ISLAMIC COK COOK ISLANDS REPUBLIC OF COL COLOMBIA IRQ IRAQ COM COMOROS ISL ICELAND
ISM BRITISH ISLES NPL NEPAL TKM TURKMENISTAN ISR ISRAEL NRU NAURU TLS EAST TIMOR ITA ITALY NZL NEW ZEALAND DEMOCRATIC REP OF JAM JAMAICA OMN OMAN TMP EAST TIMOR JEY JERSEY PAK PAKISTAN TON TONGA JOR JORDAN PAN PANAMA TTO TRINIDAD & TOBAGO JPN JAPAN PCN PITCAIRN ISLANDS TUN TUNISIA KAZ KAZAKHSTAN PER PERU TUR TURKEY KEN KENYA PHL PHILIPPINES TUV TUVALU KGZ KYRGYZSTAN PLW PALAU TWN TAIWAN KHM CAMBODIA PNG PAPUA NEW GUINEA TZA TANZANIA UNITED KIR KIRIBATI POL POLAND REPUBLIC OF KNA ST KITTS AND NEVIS PRI PUERTO RICO UGA UGANDA KOR KOREA REPUBLIC OF PRK KOREA DEM PEOPLES UKR UKRAINE KWT KUWAIT REPUBLIC OF UMI UNITED STATES MINOR LAO LAO PDR PRT PORTUGAL OUTLYING LBN LEBANON PRY PARAGUAY URY URUGUAY LBR LIBERIA PSE PALESTINIAN USA UNITED STATES OF LBY LIBYAN ARAB TERRITORY OCCUPIED AMERICA JAMAHIRIYA PYF FRENCH POLYNESIA UZB UZBEKISTAN LCA ST LUCIA QAT QATAR VAT HOLY SEE (VATICAN LIE LIECHTENSTEIN REU REUNION CITY STATE) LKA SRI LANKA ROU ROMANIA VCT ST VINCENT & THE LSO LESOTHO RUS RUSSIAN FEDERATION GRENADINES LTU LITHUANIA RWA RWANDA VEN VENEZUELA LUX LUXEMBOURG SAU SAUDI ARABIA VGB BRITISH VIRGIN LVA LATVIA KINGDOM OF ISLANDS MAC MACAO SCG SERBIA AND VIR US VIRGIN ISLANDS MAF ST MARTIN MONTENEGRO VNM VIETNAM MAR MOROCCO SDN SUDAN VUT VANUATU MCO MONACO SEN SENEGAL WLF WALLIS AND FUTUNA MDA MOLDOVA REPUBLIC OF SGP SINGAPORE WSM SAMOA MDG MADAGASCAR SGS STH GEORGIA & STH YEM YEMEN MDV MALDIVES SANDWICH ISL YMD YEMEN DEMOCRATIC MEX MEXICO SHN ST HELENA YUG YUGOSLAVIA SOCIALIST MHL MARSHALL ISLANDS SJM SVALBARD & JAN FED REP MKD MACEDONIA FORMER MAYEN ZAF SOUTH AFRICA YUGOSLAV REP SLB SOLOMON ISLANDS ZAR ZAIRE MLI MALI SLE SIERRA LEONE ZMB ZAMBIA MLT MALTA SLV EL SALVADOR ZWE ZIMBABWE MMR MYANMAR SMR SAN MARINO MNE MONTENEGRO SOM SOMALIA MNG MONGOLIA SPM ST PIERRE AND MNP NORTHERN MARIANA MIQUELON ISLANDS SRB SERBIA MOZ MOZAMBIQUE STP SAO TOME AND MRT MAURITANIA PRINCIPE MSR MONTSERRAT SUR SURINAME MTQ MARTINIQUE SVK SLOVAKIA MUS MAURITIUS SVN SLOVENIA MWI MALAWI SWE SWEDEN MYS MALAYSIA SWZ SWAZILAND MYT MAYOTTE SYC SEYCHELLES NAM NAMIBIA SYR SYRIAN ARAB NCL NEW CALEDONIA REPUBLIC NER NIGER TCA TURKS AND CAICOS NFK NORFOLK ISLAND ISLANDS NGA NIGERIA TCD CHAD NIC NICARAGUA TGO TOGO NIU NIUE THA THAILAND NLD NETHERLANDS TJK TAJIKISTAN NOR NORWAY TKL TOKELAU
4