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COMPUTERSHARE LIMITED. Annual Report 2004

Aug 18, 2004

64696_rns_2004-08-18_24aed035-484a-4034-8f14-139db23465aa.pdf

Annual Report

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$\begin{array}{c} \text{ASX PRELIMINARY FINAL REPORT} \ \text{COMPLERSHARE LIMITED ABN 71 005 485 825} \ \text{30 JUNE 2004} \end{array}$

Lodged with the ASX under Listing Rule 4.3A

CONTENTS

Results for Announcement to the Market
Appendix $4E$ Hem $2$
Preliminary consolidated statement of financial performance
Appendix $4E$ Hem $3$
3.
Preliminary consolidated statement of financial position
Appendix $4E$ Hem $4$
4
Preliminary consolidated statement of eash flows
Appendix $4E$ Hem 5
5
Other Appendix 4E Information
Appendix $4E$ Hems 6 to 17
6

COMPUTERSHARE LIMITED VEAD ENDED 30 HOUR 2004 (PREVIOUS CORRESPONDING PERIOD: YEAR ENDED 30 JUNE 2003) RESELTS FOR ANNOUNCEMENT TO THE MARKET

SA'000
Revenues from ordinary activities
(Appendix 4E item 2.1)
Up 34% to 946,433
Profit from ordinary activities after tax attributable to
members
(Appendix $4E$ item 2.2)
Up 392% to 79.982
Net profit for the period attributable to members
$(Appendix 4E$ item $2.3$ )
Up 392% to 79.982
Dividends Amount per Franked amount
(Appendix $4E$ item $2.4$ ) security per security
Final dividend \$0.05 \$0.05
Interim dividend \$0.03 \$0.03
Record date for determining entitlements to the dividend
(Appendix 4E item $2.5$ )
6 September 2004

Explanation of Revenue

(Appendix 4E item 2.6)

Total revenues were \$946.4 million. Excluding proceeds on the sale of the UK premises of \$51.7 million, total revenues were \$894.7 million, an increase of 26% over the 2002/03 financial year. Excluding the revenue contributions of businesses acquired during FY 2004, total revenues were 6% higher than the previous corresponding period. Revenues were driven by an increase in corporate actions revenue. Margin income declined reflecting a full year of lower interest rates.

(Appendix $4E$ item 2.6) Explanation of Profit from ordinary activities after tax

Refer below

Explanation of Net Profit (Appendix $4E$ item 2.6)

The normalised EBITDA result was up 37% at \$183.4 million. Normalised net profit attributable to members was \$77.8 million, an increase of 70% over the prior year's normalised result. Net profit attributable to members was \$80.0 million, an increase of 392% over the prior years result. Normalised earnings per share increased by 113% to 12.89 cents. The results reflect a continued improvement in market conditions, particularly in the Asia Pacific region and a significantly improved profit contribution from North America. The expected operating cost savings from restructuring undertaken in the previous financial year were delivered during the year.

Explanation of Dividends (Appendix 4E item 2.6)

The following dividends of the consolidated entity have been paid, declared or recommended since the end of the preceding financial year:

Ordinary shares

• A final dividend in respect of the year ended 30 June 2003 was declared on 27 August 2003 and paid on 26 September 2003. This was an ordinary dividend of 2.5 cents per share amounting to \$13,529,601 fully franked at 30%.

• An interim ordinary dividend in respect of the half year ended 31 December 2003 was declared on 25 February 2004 and paid on 26 March 2004. This was an ordinary dividend of 3.0 cents per share amounting to \$16,498,020 fully franked at 30%.

• A final dividend recommended by the directors of the company in respect of the year ended 30 June 2004 was declared on 18 August 2004, to be paid on 24 September 2004. This is an ordinary dividend of 5.0 cents per share amounting to \$26,917,995 fully franked at 30%. As this dividend was not declared until 18 August 2004 a provision has not been recognised as at 30 June 2004.

Reset preference shares

A reset preference share dividend of \$2.7575 per share amounting to \$4,136,242 franked at 30%, in respect of the six months ended 30 November 2003, was paid on 1 December 2003.

A reset preference share dividend of \$2.7575 per share amounting to \$3,320,073 franked at 30% in respect of the period 1 December 2003 to 30 May 2004 was paid on 31 May 2004.

• A reset preference share dividend amounting to \$534,538 has been accrued in respect of the period 31 May 2004 to 30 June 2004.

• The total preference share dividend referable to the year ended 30 June 2004 is \$7,312,823.

• Pollowing a decision by the directors of the company to cause the reset preference shares to be converted to ordinary shares on 30 September 2004 a reset preference share dividend of \$1.8384 per share amounting to \$2,178,149 franked at 30% in respect of the period 31 May 2004 to 29 September 2004 will be paid on 30 September 2004.

COMPUTERSHARE LIMITED PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2004

Note 2004
\$000
2003
5000
Revenue
Sales revenue 871,240 694,519
Other revenue from ordinary activities * 75,193 14,078
Total revenue from ordinary activities 946,433 708,597
Expenses
Direct services 654,943 547,145
Technology services 91,008 101.025
Corporate services * 80,665 20.633
Borrowing costs 9,020 8,296
Total expenses 835,636 677,099
Share of net profit/(loss) of associates accounted for using the equity method (140) (2.036)
Profit/(loss) from ordinary activities before related income tax expense 110,657 29,462
Income tax (expense)/benefit relating to ordinary activities 3 (27,011) (12,329)
Net profit/(loss) 83.646 17.133
Net (profit)/loss attributable to outside equity interests (3,664) (877)
Net profit/(loss) attributable to members of the parent entity 79.982 16.256
Net exchange difference on translation of financial report of self-sustaining
foreign operations
(9.892) (24, 321)
Total revenues, expenses and valuation adjustments attributable to
members of the parent entity recognised directly in equity
(9,892) (24,321)
Total changes in equity attributable to members of the parent entity other
than those resulting from transactions with owners as owners
70.090 (8,065)
Basic earnings per share (cents per share) н 13.30 1.47
Normalised basic earnings per share (cents per share) Н 12.89 6.05
Diluted earnings per share (cents per share) Н 13.61 2.60
Normalised diluted carnings per share (cents per share) Ħ 13.23 6.57

$\hspace{0.1mm}^*$ includes the proceeds & disposal costs respectively associated with the sale of the UK premises

COMPUTERSHARE LIMITED PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2004

Note 2004
\$000
2003
\$000
CURRENT ASSETS
Cash assets 90,495 60,828
Receivables 181,619 132,220
Other financial assets 50,944 36,653
Inventories 6,993 3,904
Current tax assets 3,493 941.
Other 19,595 11,152
Total Current Assets 353,139 245,698
NON-CURRENT ASSETS
Receivables 1,598 1,049
Other financial assets 15,266 30,931
Property, plant & equipment 92,387 133,619
Deferred tax assets 20,918 47,175
Goodwill 698,903 431,502
Other Intangible Assets 4,874 4,432
Total Non-Current Assets 833,946 648,708
Total Assets 1,187,085 894,406
CURRENT LIABILITIES
Payables 203,743 111,044
Interest bearing liabilities 98.824 5,564
Current tax liabilities 2,341 5,876
Provisions
Other
32,567 24,287
2,569
11,715
Total Current Liabilities 349,190 149,340
NON-CURRENT LIABILITIES
Payables
331
Interest bearing liabilities 213,251 0
132,923
Deferred tax liabilities 9,427 15,568
Provisions 6,892 5,177
Other 3,127 2,991
Total Non-Current Liabilities 233,028 156,659
Total Liabilities 582,218 305,999
Net Assets 604,867 588,407
EQUITY
Parent entity interest
Contributed equity - ordinary shares 338,987 324,881
Contributed equity - reset preference shares 114,432 147,195
Reserves (27,799) (17,907)
Retained profits 6 170,750 128,366
Total parent entity interest
Outside equity interest
596,370
8,497
582,535
5,872
Total Equity 604,867 588,407

The accompanying notes form an integral part of these financial statements.

COMPUTERSHARE LIMITED PRELIMINARY CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 JUNE 2004

Note 2004
\$000
2003
\$000
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers 878,706 688.690
Payments to suppliers and employees (711, 945) (578, 874)
Dividends received 210 16
Interest paid and other costs of finance (8,704) (9.711)
Interest received 3,589 3,457
Australian net GST (paid)/refunded (9,290) (6.125)
Income taxes paid (16, 442) (21, 274)
Net operating cash flows 12 136,124 76,179
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities, net of cash acquired (208, 626) (210)
Payments for purchase of businesses 0 (12, 335)
Payments for investment in associated entities (1,159) (17,603)
Payments for investments (2,239) (8,604)
Payments for property, plant and equipment
Proceeds from sale of assets
(21, 378) (17,933)
525.
Other 66,137
(706)
0
Net investing cash flows (167,971) (56,160)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issues of ordinary shares 933 1,538
Buy-back of ordinary shares (20, 110) (38, 351)
Buy-back of reset preference shares (32,763) 0
Proceeds from borrowings 320,902 227,015
Repayment of borrowings (164,026) (182, 885)
Dividends paid - ordinary shares
Dividends paid - reset preference shares
(30,028) (27, 279)
Dividend paid - outside equity interest in controlled entity (7, 456)
(1,519)
(8,250)
(524)
Proceeds from finance leases 1,077 759
Repayment of finance leases (5, 164) (1,859)
Net financing cash flows 61.846 (29.836)
Net increase/(decrease) in cash held 29.999 (9, 817)
Cash at the beginning of the financial year 60,828 74,327
Exchange rate variations on foreign cash balances (332) (3,682)
Cash at the end of the financial year 90,495 60,828

The accompanying notes form an integral part of these financial statements.

I. CHANGES IN ACCOUNTING POLICIES

There have been no significant changes in accounting policy since the year ended 30 June 2003 which impact the financial results disclosed in this document.

The adoption of International Financial Reporting Standards

For reporting periods starting on or after 1 January 2005, Computershare must comply with the Australian equivalents of International Pinancial Reporting Standards (IFRS). This means that the Group will present interim financial statements for the six months ending 31 December 2005 and annual financial statements for the year ending 30 June 2006 under IFRS.

Entities complying with the Australian equivalents of IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments to IFRS will be made retrospectively against opening retained earnings.

It is important to note, that whilst the adoption of IFRS will change the Group's reported results, this does not represent a change in the strength of the underlying business.

Management of the transition to IFRS

Computershare has established a project team to manage the transition to the Australian equivalents of IFRS. The project team is chaired by the Chief Financial Officer and reports to the Risk & Audit Committee. The project team has prepared a detailed timetable for managing the transition and is currently on schedule.

Computershare is managing the transition to IFRS in three distinct phases:

  1. Analysis and planning;

  2. Evaluation of the new financial reporting requirements and initial conversion; and

  3. Embedding IFRS into business as usual.

As at 30 June 2004 phase one has been completed and significant progress has been made in phase two.

Key milestones met include:

• A preliminary assessment to identify the key areas impacted by IFRS has been undertaken and provided to the Board Risk & Audit Committee;

• A high level project plan outlining each phase of the transition and establishing a global project team has been completed and provided to the Board Risk & Audit Committee.

• Project management tools, including strategies for communication, risk and issue management, the use of external advisors and the logistical implications of conversion have been established.

• An analysis of all current Group accounting policies vis-à-vis IFRS requirements has been performed to identify potential areas of change.

• The mandatory and optional exemptions available under AASB 1 (First time adoption of IFRS) have been reviewed.

• A detailed timeline has been agreed to address the technical accounting requirements of the four areas most impacted by IFRS; annual impairment testing of goodwill, financial instruments, share based payments and deferred tax assets & liabilities.

Key differences in accounting policies expected to arise upon the adoption of IFRS

The most significant differences between current Computershare accounting policies and IFRS are summarised below. Both the Australian Accounting Standards Board and the International Accounting Standards Board have a number of on-going projects in place which may impact the differences described below and the impact on the future financial results of Computershare.

Annual impairment testing of goodwill

· Current goodwill will no longer be amortised but subject to annual impairment testing. In accordance with the new standard, this

impairment testing will be based on the discounted cashflows of each cash generating unit within the Group. • Under AASB 1 Pirst Time Adoption of IFRS, it is likely that the carrying value of goodwill (being the original value less accumulated amortisation) as at 30 June 2004 will be carried forward indefinitely, subject to opening transitional adjustments and annual impairment testing.

• The amortisation charge currently recorded in the financial results of Computershare will be eliminated.

Financial Instruments

• The Group's reset preference shares will be reclassified as debt under IFRS. On this basis the directors of the company have resolved to cause the reset preference shares to be converted to ordinary shares in accordance with the reset preference shares terms of issue.

· In accordance with international financial reporting standards, all financial instruments will be recorded on the balance sheet.

• Computershare currently applies hedge accounting to all financial instruments and accordingly, these transactions are recorded off balance sheet

• Under IFRS the fair value of financial instruments which meet the hedge accounting criteria will be recorded in the balance sheet, with changes in the fair value being taken to shareholders' equity. There will be no impact on profit.

· Qualification for hedge accounting will be more strict than under current Australian accounting standards. The fair value of financial instruments which do not satisfy the hedge criteria will also be recorded on the balance sheet, but changes in their fair value will be taken directly to the profit & loss account.

Based on a preliminary assessment of Computershare's portfolio, most of the instruments entered into by Computershare are expected to qualify for hedge accounting under IFRS.

• In light of the significant complexity and on-going changes in relation to the new financial instruments accounting standards, Computershare has adopted a policy of considering IPRS implications before proceeding with any financial instruments.

Share based payments

• Equity based compensation in the form of shares and options will be recognised as an expense in the period during which the employee provides related services.

• Currently Computershare only recognises an expense for shares purchased on market.

Deferred tax assets & liabilities

• Deferred tax will be calculated using the "balance sheet" approach under IFRS. In addition, the criteria for the recognition of a deferred tax asset is lower under IFRS, therefore the adoption of IFRS may result in the recognition of more deferred tax assets and liabilities.

· Tax effect accounting will also follow the underlying transaction under IFRS. As a result, some tax effects may be recognised in equity.

The above should not be regarded as a complete list of changes in accounting policies that may result from the transition to Australian equivalents of IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to Australian equivalents of IFRS on the consolidated Group's financial position and reported results.

2. MATERIAL FACTORS AFFECTING THE ECONOMIC ENTITY FOR THE CURRENT PERIOD

Refer to the attached Market Announcement for discussion of the nature and amount of material items affecting revenue, expenses, assets, liabilities, equity or cashflows, where their disclosure is relevant in explaining the financial performance or position of the entity for the oeriod.

3. RECONCILIATION OF INCOME TAX EXPENSE 2004
\$000
2003
\$000
Operating profit 110,657 29,462
The tax expense for the financial year differs from the amount calculated on the
profit. The difference is reconciled as follows:
Prima facie income tax expense thereon at 30% 33,197 8.839
Tax effect of permanent differences:
Amortisation of goodwill not deductible 6,697 5,418
Research and development allowance (1,238) (1,692)
Non-deductible provisions 570 194
Benefit of tax losses not brought to account 961 6.230
Reversal of deferred tax liability on sale of UK buildings (the Pavilions) (4, 334) 0
Tax free profit on sale of UK buildings (due to indexation allowance) (1,705) 0
Non-assessable and rebateable dividends (6,577) (4,490)
Other (3,179) 2.050
Prior year tax (over)/under provided 693 (1,971)
Restatement of deferred tax balances due to income tax rate changes (404)
Effect of different tax rates on overseas income 1,491 (1, 845)
Effect of change in tax rate 435 0
Income tax expense on operating profit 27,011 12,329

4. ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 6)

Details of dividends declared or paid during or subsequent to the year ended 30 June 2004 are as follows:

Payment date Type Franked Foreign
security amount per sourced
security dividend
amount per
security
26 September 2003 Final ordinary 2003 \$0.025 \$13,529,601 \$0.0250 $\tilde{\phantom{a}}$
1 December 2003 Reset Preference \$2.7575 \$4,136.242 \$2.7575 $\sim$
26 March 2004 Interim ordinary \$0.030 \$16,498.020 \$0.030
31 May 2004 Reset Preference \$2.7575 \$3,320,073 \$2.7575
24 September 2004 Final ordinary 2004 \$0.050 \$26,917,995 \$0.050
30 September 2004 Reset Preference \$1.8384 \$2,178,149 \$1.8384
Amount per Total dividend

5. DIVIDEND REINVESTMENT PLANS (Appendix 4E item 7)

The company has no dividend reinvestment plans in operation.

6. RETAINED EARNINGS $(Appendix 4E$ item 8) 2004
\$000
2003
5000
Retained profits at the beginning of the financial year
Ordinary dividends paid
128.366
(30.027)
133.781
(13.421)
Reset preference dividends provided for or paid
Net profit attributable to members of Computershare Limited
(7,571)
79,982
(8.250)
16.256
Retained profits at the end of the financial year 170.750 128,366
7. NTA BACKING $(Appendix 4E$ item 9)

Net tangible asset backing per ordinary share

$(0.45)$ $(0.09)$

8. CONTROLLED ENTITIES ACQUIRED OR DISPOSED OF DURING THE PERIOD (Appendix 4E item 10)

(a) ACQUIRED

Name of entity Georgeson Shareholder Communications Inc.
Date control gained $02 - Dec - 03$
Contribution to profit from ordinary activities after tax, in the
current period, where material 8.435
Profit/(loss) from ordinary activities after tax during the whole of
the previous corresponding period, where material (10.681)

Note that the loss from ordinary activities after tax during the whole of the previous corresponding period represents amounts earned by the Georgeson Shareholder Communication Group for the period 1 July 2002 to 30 June 2003. The Georgeson Shareholder Communication Group was acquired by the Computershare Group on $2$ December 2003. The amount disclosed is based on US GAAP accounting records translated at the average exchange rate for that period.

Note also that the contribution to profit from ordinary activities after tax, in the current period does not include synergy benefits derived in other parts of the Group.

Computershare GmbH (formerly Deutsche Borse
Name of entity Computershare GmbH)
Date control gained 31-Dec-03
Contribution to profit from ordinary activities after tax, in the
current period, where material Not material
Profit/(loss) from ordinary activities after tax during the whole of
the previous corresponding period, where material Not material
Name of entity Karvy Computershare Private Limited
Date control gained 02-Feb-04
Contribution to profit from ordinary activities after tax, in the
current period, where material Not material
Profit/(loss) from ordinary activities after tax during the whole of
the previous corresponding period, where material Not material
Name of entity Transcentive Inc.
Date control gained 18-Feb-04
Contribution to profit from ordinary activities after tax, in the
current period, where material Not material
Profit/(loss) from ordinary activities after tax during the whole of
the previous corresponding period, where material Not material
Name of entity Pepper Technology AG
Date control gained 01-Mar-04
Contribution to profit from ordinary activities after tax, in the
current period, where material Not material
Profit/(loss) from ordinary activities after tax during the whole of
the previous corresponding period, where material Not material
Global eDelivery Group Pty Ltd (formerly known as ACN
Name of entity 082 284 875)
Date control gained 04-Jun-04
Contribution to profit from ordinary activities after tax, in the Not material
current period, where material
Profit/(loss) from ordinary activities after tax during the whole of
the previous corresponding period, where material
Not material

9. ASSOCIATES AND JOINT VENTURE ENTITIES

$(A$ ppendix 4E item $11$

Name Ownership Interest Aggregate share of profit/
(loss), where material
Contribution to net profit.
where material
2004 2003 2004 2003 2004 2003
% % S000's S000's S000's SOO0's
Chelmer Limited 50% 50%
Computershare GmbH * 100% 49% (723) (1.650) (1,605) (1,650)
Pepper technologies AG** 100% 26.65% 246 (385) (168) (385)
The National Registry Company*** 45% 29.875% 776 1.633 0
Total 299 (2,036) (140) (2,036)

* Formerly known as Deutsche Borse Computershare GmbH. On 31 December 2003, the Computershare Group acquired the remaining 51% of Deutsche Borse Computershare GmbH. From that date onward, the results and the statement of financial position of that entity have been consolidated by the Computershare Group. Included above is the Computershare Group's share of the profit or loss of that entity up to 31 December 2003.

** On 1 March 2004, the Computershare Group acquired the remaining 63.35% of Pepper Technology AG. From that date onward, the results and balance sheet of that entity have been consolidated by the Computershare Group. Included above is the Computershare Group's share of the profit or loss of that entity up to 29 February 2004.

*** On 23 June 2004, the Computershare Group acquired another 15.125% of the National Registry Company bringing the group's holding in the Company to 45%.

10. OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)

Refer to attached Market Announcement and Company Conversion Notice with regard to the reset preference shares.

(Appendix $4E$ item $14$ )

H. COMMENTARY ON RESULTS

Refer to attached Market Announcement.

ILI EARNINGS PER SHARE (Appendix 4E item $14.1$ )

Year end 30 June 2004 Calculation
of Basic
EPS.
Calculation
of Diluted
EPS.
Calculation
оf
Normalised
Basic EPS
Calculation
of
Normalised
Diluted EPS
S000's S000's S000's \$000's
Earnings per share (cents per share) 13.30 13.61 12.89 13.23
Net profit 83,646 83.646 83,646 83,646
Outside equity interest (profit)/loss (3,664) (3.664) (3,664) (3,664)
Exclusion of normalising transactions
- UK property and other related restructuring costs. 0 (2,205) (2.205)
Dividends on reset preference shares (7.313) (7,313) -0
Net profit 72.669 79,982 70,464 77,777
Weighted average number of ordinary shares used as denominator
in calculating basic earnings per share
546,570,016 546,570,016
Weighted average number of ordinary and potential ordinary 587.684.215 587,684,215

Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share

Details of allotment, conversion to or subscription for ordinary shares between reporting date and time of completion of this report.

Date Reason Number of
Issue Price
shares
5 July 2004 Employee options cancelled \$ 7.10 133,750
5 July 2004 Employee options cancelled S 6.91 3,000
5 July 2004 Employee options cancelled S 8.00 3,500
5 July 2004 Employee options cancelled S 5.95 35,000
5 July 2004 Employee options cancelled \$ 6.15 4.750
5 July 2004 Employee options cancelled \$ 2.77 8,000
5 July 2004 Employee options cancelled S 2.52 14,000
3 August 2004 Employee options cancelled S 8.00 1,000
3 August 2004 Employee options cancelled S 5.95 7,000
3 August 2004 Employee options cancelled S 5.95 11.000

Cancellation of options have resulted from employee resignations.

11.1 EARNINGS PER SHARE continued......

There have been no issues of potential ordinary shares between reporting date and time of completion of this report.

Employee options on issue that are not dilutive and therefore not included in the calculation of diluted EPS are as follows:

Expiry date Exercise Price Number of options
10 January 2005 SA6.830 2,937,050 ΑВ
06 March 2005 \$A7.100 863,000 A B
08 May 2005 \$A6.910 116,250 A - 13
01 June 2005 SA7.95 21,000 A - B
01 July 2005 SA7.92 20,000 A - 13
14 July 2005 SA7.85 224,000 A B
07 August 2005 \$A8.000 975,500
14 November 2005 \$A8.000 35,000
24 August 2005 \$A7.970 99,000 A B
28 November 2005 \$A9.186 68,200 A B
20 January 2006 SA5.820 13,953 A B
25 January 2006 SA7.40 58,000 A B
26 March 2006 SA6.69 18,000 A B
31 May 2006 SA7.35 467,000 A B
31 May 2006 SA5.95 902,500 A - 13
$01$ June $2006$ SA5.95 915,000 A B
01 June 2006 SA5.94 92,500 A B
01 June 2006 SA7.35 74,000 A - 13
01 June 2006 SA5.95 79,750 A - 13
$01$ June $2006$ SA5.95 851,000 A - 13
01 June 2006 SA5.95 1,245,000 A - 13
30 June 2006 \$A6.15 44,250 A B
10,119,953

Options in the above table that were not included in potential ordinary shares for the purpose of the 30 June 2004 difuted earnings per share are marked with an "A" in the table above.

Options in the above table that were not included in potential ordinary shares for the purpose of the 30 June 2003 diluted earnings per share are marked with an "B" in the table above.

(Appendix 4E item 14.2) 11.2 SHARE BUYBACKS

On 19 December 2003 Computershare announced its intention to buy back up to 250,000 reset preference shares. This buy back commenced on 5 January 2004 as part of on-going capital management. On 19 March 2004 Computershare announced a change relating to this buy back in that the maximum number of shares that Computershare intended to buy back was increased to 750,000.

Between 5 January 2004 and 11 August 2004 the company bought back 315,193 reset preference shares at an average cost per share of \$103.83, giving a total cost of the buyback of \$32,727,243 (excluding brokerage and GST). The shares bought back represent 21% of issued reset preference shares at the reporting date.

On 26 May 2004 Computershare announced its intention to buyback up to 27,500,000 ordinary shares commencing 10 June 2004 as part of on-going capital management. Between 10 June 2004 and 18 August 2004 the company bought back 15,970,000 ordinary shares at an average cost per share of \$3.18, giving a total cost of the buyback of \$50,732,181 (excluding brokerage and GST). The shares bought back represent 2.9% of issued ordinary shares at the reporting date.

IL3 SIGNIFICANT FEATURES OF OPERATING PERFORMANCE

(Appendix 4E item 14.3)

Refer to attached Market Announcement.

H.4 RESULTS OF SEGMENTS (Appendix 4E item $14.4$ )

The consolidated entity operates predominantly in six business segments: Investor services, Plan services, Document services, Analytics and Shareholder Relationship Management services, Corporate and Technology services. The Investor services operations comprise the provision of registry and related services. The Plan services operations comprise the provision and management of employee share and option plans. Document services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Analytics and Shareholder Relationship Management services comprise the provision of investor analysis, investor communication and management information services to companies, their employees, shareholders and other securities industry participants. The Asia geographic segment includes Hong Kong, the Philippines and India. The North America geographic segment includes the United States of America and Canada. Intersegment charges are at normal commercial rates. Refer to the attached market announcement for additional commentary on segment results.

PRIMARY BASIS - Business Segments 2004

Major business
segments
Analytics and
Shareholder
Relationship
Management
Services
Corporate Document
Services
Investor
Services
Plan Services Technology
Services
Unallocated/
Eliminations
Consolidated
Total
\$000's S000's \$000's SOOD's \$000's \$000's \$000's \$000's
Revenue
External revenue 23,877 73,879 51,034 665,428 99,995 15,961 16,259 946,433
mersegment revenue 1,729 70,491 75,703 11,040 2,510 98,091 (259, 564) $\theta$
Total segment revenue 25,606 144,370 126,737 676,468 102,505 114,052 (243,305) 946.433
Segment Result
Profit from ordinary
activities before tax
mcome tax expense
(550) 2,555 21,328 76,758 6,995 (957) 4,528 110,657
(27,011)
Profit from ordinary
activities after tax
83,646
Depreciation 267 2,160 3,009 8,891 396 11,937 26,660
Amortisation Goodwill 1,720 941 835 27,488 2,510 33,494
Other non-cash expenses 8 798 971 2,195 126 226 4,324
Liabilities
Total segment liabilities 8,229 323,685 9,853 161,144 63,316 8,985 7,006 582,218
Assets
Total segment assets 62,158 1,102,297 96,096 882,111 125,710 40,762 (1,112,049) 1,187,085
Carrying value of
investments in associates
included in segment ussets 4,330 4.330
Segment assets
acquired during the
reporting period:
Property, plant & equipment 2,177 3.549 3,326 16,310 1.167 10,515 1.262 38,306
Other Non Current Segment
Assets
34,888 3,551 230,688 42,296 511 311,934
Total 37,065 3,549 6,877 246,998 43,463 10,515 1,773 350,240

PRIMARY BASIS - Business Segments 2003

Major business
segments
Analytics and
Shareholder
Relationship
Management
Services
Corporate Document
Services
Investor
Services
Plan Services Technology
Services
Unallocated/
Eliminations
Consolidated
Total
\$000's S000's \$000's SBO0's \$000's \$000's \$000's \$000's
Revenue
External revenue 14,412 7,179 39,260 544,618 80.239 19,623 3,266 708,597
mersegment revenue 55 64,905 59,547 8,736 2,947 98,639 (234, 829) $\theta$
Total segment revenue 14,467 72,084 98,807 553,354 83,186 118,262 (231, 563) 708,597
Segment Result
Profit from ordinary
activities before tax (2,776) (18,270) 8,761 32,750 (1,236) 1,923 8.310 29,462
mcome tax expense (12,329)
Profit from ordinary
activities after tax 17,133
Depreciation 26 2.494 2,868 6,087 196 18,416 (5,193) 24,894
Amortisation Goodwill 926 0 835 25,195 2,825 1,482 0 31,263
Other non-cash expenses 10 (1,566) 1,261 2,265 153 139 0 2,262
Liabilities
Total segment liabilities 2,149 138,284 9,167 132,255 2,323 10,448 11,373 305,999
Assets
Total segment assets 20,408 918,385 48,478 675,556 55,827 46,516 (870, 765) 894,405
Carrying value of
investments in associates
included in segment assets 0 15,845 $\theta$ $\theta$ $\theta$ 0 0 15.845
Segment assets
acquired during the
reporting period:
Property, plant & equipment 55. 1.662 1,412 6,659 61 8,084 17,933
Other Non Current Segment
Assets
Total
55 1.662 1.412 47
6.786
24
25
106
8.190
a 177
18.110

SECONDARY BASIS - Geographic Segments 2004

Major geographic
segments
Asia Australia &
New Zealand
South Africa Europe North America Unallocated/
Eliminations
Consolidated
Total
Revenne \$000's S000's \$000's SOOD's \$000's \$000's \$000's
External revenue 45,229 237,972 37,320 266,493 356,457 2,962 946,433
Segment Result
Profit from ordinary
activities before tax
meome tax expense
9,973 46,146 2,320 21,723 26,625 3,870 110,657
(27,011)
Profit from ordinary
activities after tax
83,646
Assets
Total segment assets 95,483 862,769 45,887 105,266 1,194,063 (1, 116, 383) 1,187,085
Segment assets
acquired during the
reporting period:
Property, plant & equipment
860
Other Non Current Segment 1,269 8,772 7,770 19,635 38,306
Assets 10,707 3,669 68 38,838 258,652 311,934
Total 11,976 12,441 928 46,608 278,287 0 350,240
SECONDARY BASIS - Geographic Segments 2003
Major geographic
segments
Asia
\$000's
Aastralia &
New Zealand
S000's
South Africa
\$000's
Europe
SOOD's
North America
\$000's
Unallocated/
Eliminations
\$000's
Consolidated
Total
\$000's
Revenne
External revenue 27,393 187,197 33,454 198,445 258,842 3,266 708,597
Segment Result
Profit from ordinary
activities before
income tax
meome tax expense
Profit from ordinary
activities after tax
5,591 14,466 (6,584) 13,692 (6,013) 8,310 29.462
(12,329)
17,133
Assets
Total segment assets 81,813 926,117 30,401 168,846 557,993 (870, 765) 894,405
Segment assets
acquired during the
reporting period:
Property, plant & equipment
244 3,304 3,765 4,662 5,958 17,933
Other Non Current Segment
Assets
177 177
Total 244 3,304 3,765 4.662 6,135 Ü 18,110

ILS TRENDS IN PERFORMANCE

(Appendix 4E item $14.5$ )

Refer to the attached Market Announcement.

11.6 OTHER FACTORS THAT AFFECTED RESULTS IN THE PERIOD OR WHICH ARE LIKELY TO AFFECT RESULTS IN THE FUTURE

(Appendix 4E item 14.6)

Refer to the attached Market Announcement.

12, RECONCILIATION OF PROFIT FROM ORDINARY ACTIVITIES AFTER INCOME TAX TO NET CASHFLOWS FROM OPERATING ACTIVITIES

2004 2003
\$000 \$000
Net profit after income tax 83.646 17,133
Adjustments for non-eash income and expense items:
Depreciation and Amortisation 61.335 58.419
(Profit)/loss on sale of non current assets (9.922) 411
Share of net profit/(loss) of associates accounted for using equity method 140 2,036
Other (713) (590)
Changes in assets and liabilities
- (Increase)/decrease in accounts receivable (6.294) 9,361
- (Increase)/decrease in net tax assets 24,000 (9.213)
- (Increase)/decrease in inventory (3.093) (748)
- (Increase)/decrease in prepayments and other assets (4,567) (3,607)
- Increase /(decrease) in payables 25.046 (8,462)
- Increase /(decrease) in tax liabilities (9,241) (1,743)
- Increase/(decrease) in provisions (17.359) 15,343
- Increase/(decrease) in other liabilities (1,482) -0
- Increase/(decrease) in reserves (5,372) (2,161)
Net cash provided by operating activities 136,124 76,179

13. AUDIT (Appendix 4E items 15 to 17)

This report is based on accounts which are in the process of being audited.