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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2005
Feb 16, 2005
64696_rns_2005-02-16_88b18395-5425-475c-a71c-0c7b5fb1f9c3.pdf
Interim / Quarterly Report
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COMPUTERSHARE LIMITED (ASX:CPU)
FINANCIAL RESULTS FOR THE HALF YEAR ENDED 31 DECEMBER 2004
(Comparisons are for the half year ended 31 December 2003)
17 February 2005
Copies of 2005 Half Year Results Presentation are available for download at: www.computershare.com/results

COMPUTERSHARE'S EARNINGS CONTINUE TO GROW
Melbourne, 17 February 2005 - Computershare Limited (ASX: CPU) today reported a 20% growth in Earnings per Share (pre goodwill and post preference shares) to 10.21 cents, growth in total revenues of 26% to \$502.1 million and in Operating Cash Flows of 19.5% to \$50.9 million.
Headline results
- Normalised Earnings per Share (pre-goodwill and post preference shares and outside equity interests (OEI)) rose from ٠ 8.49 (1H04) to 10.21 cents per share (up 20%);
- Total normalised revenues of \$502.1 million (an increase of 26% on 1H04); $\bullet$
- Net Operating Cash Flows for the half year were \$50.9 million (an increase of 19.5% on 1H04); $\bullet$
- Normalised Earnings Before Income Tax, Depreciation and Amortisation (EBITDA normalised) up 18% to \$94.3 $\bullet$ million;
- Net profit after tax (post preference shares and OEI) of \$44.1 million: an increase of 15% on 1H04: $\bullet$
- Operating expenses (including the effect of acquisitions and cost of sales) were \$408.4 million, an increase over the $\bullet$ prior corresponding period of 28.5%. If cost of sales and the cost contribution of businesses acquired over the past 12 months are excluded, operating costs declined by 1.8%;
- Days Sales Outstanding for the half year ending 30 December 2004 increased to 60 days compared to 57 days at 30 $\bullet$ June 2004; and
- Capital expenditure was \$16.4 million.
Commentary
The company reported an increase of 20% in normalised earnings per share (pre goodwill and post preference shares) over the first half of fiscal 2004. All other key financial metrics have grown against the prior corresponding period, including a 26% increase in revenue to \$502.1 million. The revenue growth has the company expecting its first billion dollar sales year in the current financial year.
Chris Morris, CEO says, "This is a strong result in a reporting period when corporate action and merger and acquisition activity outside the Asia/Pacific region, has shown no signs of tangible recovery."
The Asia/Pacific region delivered improved contributions to both revenue and profitability resulting from new business wins and the continuing, high level of IPO and corporate action activity in Hong Kong.
The EMEA region has also delivered an improvement at the half-year, helped by improved interest rates and higher cash balances as well as the new revenue streams generated through the UK gilts share registration service and proxy solicitation revenues.
The flat result from North America reflects the lack of any real recovery in market activity in the USA throughout the reporting period but, with the presidential election now out of the way there are signs of optimism in this market for merger, acquisition and corporate action activities.

On-market Share Buy-Back and Preference Share Conversion
During the reporting period the company:
- Bought back 9,707,476 ordinary shares at an average price per share of \$3.16 bringing the total number of ordinary ٠ shares purchased under the current buy-back to 15,970,000;
- Bought back 284,807 reset preference shares at an average price per share of \$103.28 bringing the total number of ٠ reset preference shares bought back to 600,000; and
- ٠ Converted the remaining reset preference shares to fully paid ordinary shares. The conversion process resulted in 900,000 reset preference shares being converted into fully paid ordinary shares and an issue of an additional 23,100,832 fully paid ordinary shares.
Dividend
The company announces an interim dividend for the six months to 31 December 2004 of 5 cents per share franked to 10%, consistent with the reduction in the level of franking credits foreshadowed by the Chairman at the recent Annual General Meeting.
Balance Sheet Overview
The company's financial position remains healthy with total assets of \$1,139.1 million being financed by shareholders' funds totalling \$530.3 million.
Computershare's total current funding facility is \$460.0 million, with net borrowings increasing to \$257.8 million at 31 December 2004 (from \$221.6 million at 30 June 2004). Gross borrowings as at 31 December 2004 amounted to \$358.6 million (See Page 8, for information on a private placement debt facility currently being arranged in the United States).
Gearing – Net Debt to Net Debt plus Equity increased from 27% at 30 June 2004 to 33% at 31 December 2004.
Capital expenditure was slightly higher than expected due to some projects being brought forward from the second half. The company is still projecting to report total capital expenditure for the fiscal year that is lower than annual depreciation.
Operating Costs - Overview
Excluding the impact of acquisitions and costs of sales, operating expenses decreased by 1.8%.
Total technology spending for the reporting period was \$51.9 million, an increase of 21.9% on the same period last year following acquisitions made in 2004 and the first half of 2005. This amount includes \$23.8 million in research and development (R&D) expenditure. In line with the company's policy, even though the \$23.8 million R&D spending was of a capital nature, all technology costs have been expensed in the current period.
Distribution of Revenue/EBITDA (comparisons to corresponding period)
Regionally, revenues and EBITDA results were apportioned as follows:
| Revenue | EBITDA | |||
|---|---|---|---|---|
| 1H'04 | 1H'05 | 1H'04 | 1H'05 | |
| North America | 37% | 4በ% | 39% | 36% |
| Asia/Pacific | 34% | 33% | 39% | 43% |
| EMEA | 29% | 27% | 22% | 21% |
Group revenues and EBITDA have increased for the period, driven to a large extent by higher levels of market activity in Australia and Hong Kong. The growth in Asia/Pacific has been larger than the increases in the other regions causing the other regions to contribute a lower percentage of earnings.
Outlook for Financial Year 2005
Whilst there is empirical evidence of an improved pipeline of market activity in North America and EMEA, it is too early to gauge the extent to which this pipeline will translate to a material increase in Group revenue in the second half, beyond that already contemplated in the guidance provided at our FY2004 Full Year Results Presentation.
We also note that the regulatory approval needed before we can take formal control of Equiserve is still in process. Two approvals were sought. The first of these, relating to competition aspects of the acquisition, was granted early in December. The second approval, to permit Computershare to take over the national trust licence currently held by EquiServe, is being sought through the Federal Treasury.
At the time the EquiServe acquisition was announced to the market, we expected that both approvals would have been received by early January. We now understand that the process will take somewhat longer, but this is not an indication that there will ultimately be a problem with the approval of the application.
In the context of these factors, excluding the expected positive contribution of EquiServe, we are at this time, remaining with our previous guidance that contemplates revenue growth greater than 10% and Earnings per Share growth greater than 20%.

About Computershare Limited (CPU)
Computershare (ASX: CPU) is the world's leading financial services and technology provider to the global securities industry in its provision of services and solutions to listed companies, investors, employees, exchanges and other financial institutions.
With a unique range of integrated services, Computershare provides specialised records management for company share registers and employee share and stock option plans, document design and communication, strategic investor relations and market intelligence, and a variety of sophisticated trading technologies for financial markets.
Computershare is the largest and only provider of global shareholder and employee management services - administering more than 80 million shareholder accounts for over 13,000 corporations across twelve countries on five continents. Founded in Australia in 1978, Computershare today employs almost 8,000 people worldwide. For more information, visit http://www.computershare.com
For further information:
Dudley Chamberlain Head of Investor Relations +61 3 9415 5087 Tel: Mobile: +61 (0)417 374 316
FINANCIAL SUMMARY
The December 2004 half year result reflects improved market conditions, the benefits of previous restructuring efforts, and some contribution from recent acquisitions.
| 1H05 6 mths to Dec 2004 \$ millions |
2H04 6 mths to Jun 2004 \$ millions |
1H04 6 mths to Dec 2003 \$ millions |
|
|---|---|---|---|
| Revenue (excl. non recurring items) | 502.1 | 495.2 | 399.5 |
| EBITDA before non-recurring items | 94.3 | 103.3 | 80.1 |
| Non-recurring items | 9.5 | (5.0) | 5.7 |
| EBITDA post adjustments | 103.7 | 98.4 | 85.8 |
| Profit before tax | 58.3 | 56.7 | 54.0 |
| EPS (normalised) - Basic pre-goodwill post preference (cents) |
10.21 | 10.53 | 8.49 |
| Dividend per share (cents) | 5.0 | 5.0 | 3.0 |
Revenue Analysis
| 1H05 6 mths to Dec 2004 \$ millions |
2H04 6 mths to Jun 2004 \$ millions |
1H04 6 mths to Dec 2003 \$ millions |
|
|---|---|---|---|
| Registry Maintenance | 238.1 | 244.2 | 215.1 |
| Corporate Actions | 78.2 | 71.8 | 74.7 |
| Stakeholder Relationship Management | 43.7 | 57.5 | 15.7 |
| Employee Share Plans | 59.6 | 55.2 | 45.7 |
| Document Services | 28.4 | 29.8 | 21.2 |
| Mutual Funds | 18.8 | 9.0 | 0.8 |
| Technology and Other Revenue | 35.3 | 27.7 | 26.3 |
| Total | 502.1 | 495.2 | 399.5 |
Whilst we have included comparison to 2H04 in the above table, it should be noted that there is an historical, seasonal bias in favour of the second half of the financial year, and therefore comparison with the prior corresponding period provides a more accurate indication of our revenue trends. In this context the commentary that follows draws comparison to 1H04 revenues.

Maintenance revenue for our core registry increased by 11%, reflecting new revenue streams in UK, growth and new business wins in Asia Pacific and the acquisition of Computershare Karvy in India. Corporate Action revenues increased by 5% reflecting a high level of corporate action activity in the Asia Pacific region and the addition of Georgeson Shareholder Communications (GSC) offset by a decline in market activity in North America. Mutual Funds revenue includes the effect of the acquisitions of Computershare Karvy, GSC and Alamo. The growth in Stakeholder Relationship Management and Plan Management revenues reflects the contribution of businesses acquired over the past year including Transcentive, GSC & Pepper. Document Services' revenue growth of 34% includes the acquisition of complementary businesses in Australia and increased commercial clients in North America. In addition to the Document Services' revenue, there is approximately \$43 million of inter-segment revenues that are included in the revenue of other businesses where there is a client-facing relationship. Included in the revenue results are \$35.8 million (1H04 \$26.6 million) of margin income and \$83.2 million (1H04 \$54.3 million) of recoverable income.
Operating Cost Analysis
| 1H05 6 mths to Dec 2004 \$ millions |
2H04 6 mths to Jun 2004 \$ millions |
1H04 6 mths to Dec 2003 \$ millions |
|
|---|---|---|---|
| Cost of Sales | 104.9 | 92.5 | 67.4 |
| Personnel | 185.8 | 174.9 | 139.3 |
| Occupancy | 23.5 | 26.6 | 19.3 |
| Other Direct | 34.9 | 34.5 | 36.7 |
| Technology Services | 51.4 | 48.5 | 41.6 |
| Corporate | 7.9 | 16.1 | 13.8 |
| Total | 408.4 | 393.1 | 318.1 |
Operating expenses includes the operating costs of businesses acquired over the past 12 months. Excluding these costs and cost of sales, operating expenses show an underlying decline of 1.8% reflecting the cost savings from previous periods restructuring efforts, integration synergies and a continued focus on cost control.
TAXATION
The Group's headline effective tax rate for the half-year ended 31 December 2004 (1H05) is 18.2% (1H04 20.8%).
The normalised headline effective tax rate adjusted for one off, non-recurring items for 1H05 (being the sale of ETrade and Melbourne premises) is 23.0% (1H04 31.7%).
The underlying effective tax rate, being the tax rate adjusted for one off, non-recurring items and non deductible goodwill charges for 1H05 is 14.6% (1H04 27.7%).

CASH FLOW / FINANCING
Cash flow from operations was \$50.9 million.
Debtor days outstanding increased to 60 days at 31 December 2004 from 57 days at 30 June 2004.
Computershare's total funding facility is \$460.0 million, of which \$351.5 million was drawn at 31 December 2004.
During January Computershare approached the US private placement market to fund the cash component (US\$216m) of the Equiserve acquisition. The company received offers from 24 institutions totalling over US\$730m, and accepted offers from 12 institutions for over US\$315m on terms of between six and twelve years. The funding is due to settle on 22 March, 2005 and once settled will increase the average term of the company's debt from a little over 1 year to almost 6.5 years.
ASX PRELIMINARY HALF-YEAR REPORT Computershare Limited ABN 71 005 485 825
31 December 2004
Lodged with the ASX under Listing Rule 4.2A.3.
This information should be read in conjunction with the 30 June 2004 Annual Report.
Contents
| Results for Announcement to the Market | $(A$ ppendix 4D item 2) | |
|---|---|---|
| Half-year report (ASX Listing rule 4.2A1) | ||
| Supplementary Appendix 4D Information (Appendix 4D items 3 to 9) | 32. |
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2004 (Previous corresponding period half-year ended 31 December 2003) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| 000s | ||||
|---|---|---|---|---|
| Revenue from ordinary activities (Appendix 4D item 2.1) |
up | 16.6% | to. | \$520,580 |
| Profit/(loss) from ordinary activities after tax attributable to members (Appendix 4D item $2.2$ ) |
up | 7.0% | tо | \$45,368 |
| Net profit/(loss) for the period attributable to members (Appendix $4D$ item 2.3) |
up | 7.0% | tο | \$45,368 |
| Dividends (Appendix 4D item $2.4$ ) |
Amount per security | Franked amount per security |
||
| Final dividend (prior year) | 5.0 cents | 5.0 cents | ||
| Interim dividend | 5.0 cents | $0.5$ cents |
8 March 2005 Record date for determining entitlements to the interim dividend $(Appendix 4D item 2.5)$
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half year is \$520.6 million (including proceeds on the sale of investments and properties of \$13.6 million), an increase of 16.6% over the last corresponding period. Revenues were driven by a rise in client registry wins; increased margin income and interest income driven by higher cash balances and interest rates; an improvement in recoveries; and the inclusion of a full six months result from the Georgeson Shareholder Communications Group.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6) The current half year EBITDA result is \$103.7 million including non recurring items. Net profit after tax is \$45.4 million, an increase of 7.0% from the prior year. Due to business growth operating expenses have increased compared to the prior year but remain lower than the incremental increase in revenue. Depreciation and amortisation expenses have increased due to FY04 and acquisitions in the first half of the current financial year.
Explanation of Net Profit/(loss) (Appendix 4D item 2.6)
Please refer above.
Explanation of Dividends (Appendix 4D item2.6)
The company has announced an interim dividend for the 2004/05 financial year of 5.0 cents per share, franked at 0.5 cents per share.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
CONDENSED FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 DECEMBER 2004
Contents
| Directors Report | |
|---|---|
| Consolidated statement of financial performance | 8 |
| Consolidated statement of financial position | 9 |
| Consolidated statement of cash flows | 10 |
| Notes to the consolidated financial statements | 11 |
| Directors' declaration | 28 |
| Independent review report to the members | 30 |
| Company Directory | 34 |
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2004 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' REPORT
The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial half-year ended 31 December 2004.
DIRECTORS
The names of the directors of the Company in office during the whole of the half-year and up to the date of this report, unless otherwise indicated, are:
Non-executive
Alexander S Murdoch Thomas M Butler Philip D De Feo William E Ford Dr Markus Kerber (appointed 18 August 2004) Anthony N Wales
Executive
Christopher J Morris Penelope J Maclagan
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the course of the financial half-year were the operation of Investor Services, Plan Services, Document Services, Analytics and Stakeholder 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. Technology Services include the provision of software specializing in share registry, financial services and stock markets.
The Group also offers corporate trust services and acts as trustee for clients' debt offerings in certain markets and provides share ownership and other investor relations services through its analytics businesses and print and mail distribution services through its document services businesses.
Specific Computershare subsidiaries are registered securities transfer agents. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the Group is subject to regulation by certain federal, provincial and state agencies and undergoes periodic examinations by those regulatory agencies.
REVIEW OF OPERATIONS
Earnings per share (pre-goodwill and post preference share dividends and outside equity interests) have increased 20% to 10.21 cents. The Group has recorded an operating profit before tax of \$58.3 million for the half-year ended 31 December 2004 (2003: \$54.0 million). Total revenue (including non recurring items) has increased 16.6% to \$520.6 million (2003: \$446.4 million) and operating cash flows have increased 19.5% to \$50.9 million (2003: \$42.6 million).
The result for the six months to 31 December 2004 reflects new client wins throughout the Group coupled with a continued focus on cost control. The synergies and leverage opportunities derived from acquisition activity in both the prior and current financial year are now being consolidated. During the six month period the company was pleased to announce definitive agreements for the major acquisition of EquiServe Inc., one of the USA's largest transfer agents. This deal once completed solidifies Computershare's position both in the US and the Global markets.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' REPORT
The following significant changes in the nature of the activities of the consolidated Group occurred during the half-year:
- a) On 17 August 2004 Computershare acquired New York based Alamo Direct Mail Services Inc, a company specializing in print, mail, tabulation and proxy solicitation services to the mutual fund industry in North America, for a consideration of US \$15.5 million and contingent consideration of US \$9.5 million that is subject to meeting specific revenue hurdles on an initial 3 year period. Computershare intends to combine the Alamo business with its existing Georgeson mutual fund business to create a powerful new product offering to the mutual fund industry.
- On 19 August 2004 Computershare announced the decision of the directors to cause the reset h) preference shares to be converted to ordinary shares on 30 September 2004. On 30 September 2004 900,000 reset preference shares were converted to ordinary shares. In addition, a reset preference share dividend of \$1.8384 per share, fully franked, was paid in respect of the period 1 June 2004 to 30 September 2004.
- c) On 2 September 2004 Computershare acquired Flag Communications Limited, a UK based employee relationship management company. Flag specialises in employee communications for FTSE 100 and 250 companies.
- d) On 30 September 2004 Computershare sold its shares in E*Trade Australia Limited for \$13.4 million, generating a book profit of \$6.7 million.
- e) On 21 October 2004 the Group announced definitive agreements for the major acquisition of EquiServe Inc., one of America's largest transfer agents. This is made up of a cash consideration of US \$216 million plus 29,605,000 Computershare shares. The acquisition is planned for completion in the first quarter of 2005, dependent on regulatory approvals. The deal solidifies Computershare's position in the most important securities market in the world, making it a pre-eminent supplier of both share registry and employee plans services in the US.
- On 29 October 2004 Computershare acquired Post Data, a Western Australian $f$ ) communications company specializing in electronic and paper-based communication solutions.
- g) On 26 November 2004 Computershare announced that the local South African empowerment group, the Black Management Forum Investment Company (BMFI), will purchase a 26% equity stake in Computershare South Africa. Following the deal, the Computershare Group will own 64% of Computershare South Africa. The remaining 10% is held by Old Mutual and First Rand. This deal is expected to conclude in the second half of the current financial year.
CONSOLIDATED PROFIT
The consolidated profit of the consolidated entity for the half-year was \$45,368,000 after deducting income tax and outside equity interests.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' REPORT
DIVIDENDS
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 2004 was declared on 18 August 2004 and paid on 24 September 2004. This was an ordinary dividend of 5.0 cents per share, fully franked, amounting to \$26,928,167.
- An interim ordinary dividend recommended by the directors of the company in respect of the $\bullet$ current financial year, to be paid on 1 April 2005, is an ordinary dividend of 5.0 cents per share. (0.5 cents franked), amounting to \$28,177,122. The dividend was not declared until 16 February 2005 and accordingly no provision has been recognised at 31 December 2004.
Reset preference shares
A reset preference dividend of 5.5% per annum amounting to \$1,817,184 fully franked in respect $\bullet$ of the period from 1 June 2004 to 30 September 2004 was paid on 30 September 2004.
ROUNDING OF AMOUNTS
The parent entity is a company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the consolidated financial statements and the Directors' report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.
AUDITORS' INDEPENDENCE DECLARATION
A copy of the auditors' signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.
Signed in accordance with a resolution of the directors.
and the dark of
A. S. Murdoch, Chairman
C. J. Morris, Managing Director
16 February 2005
PriceWATERHOUSE COPERS
PricewaterhouseCoopers ABN 52 780 433 757
333 Collins Street MELBOURNE VIC 3000 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Melbourne Australia www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999
Auditor's independence declaration
As lead auditor for the review of Computershare Limited for the half year ended 31 December 2004, I declare that to the best of my knowledge and belief, there have been:
- a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review and
- b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Computershare Limited and the entities it controlled during the period.
$(9)$ form
RS Sutton Melbourne Partner PricewaterhouseCoopers
16 February 2005
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL PERFORMANCE FOR THE HALF-YEAR ENDED 31 DECEMBER 2004
| Note | Half-year | ||
|---|---|---|---|
| 2004 | 2003 | ||
| \$000 | \$000 | ||
| Revenues | |||
| Sales revenue | 479,962 | 378,222 | |
| Other revenue from ordinary activities * | 40,618 | 68,132 | |
| Total revenue from ordinary activities | 520,580 | 446,354 | |
| Expenses | |||
| Direct services | 393,908 | 281,712 | |
| Technology services | 45,421 | 44,893 | |
| Corporate services * | 16,113 | 60,456 | |
| Borrowing costs | 7,376 | 3,788 | |
| Total expenses | 462,818 | 390,849 | |
| Share of net profit/(loss) of associates accounted for using the equity method |
576 | (1, 467) | |
| Profit from ordinary activities before related income tax expense |
58,338 | 54,038 | |
| Income tax expense relating to ordinary activities | 4 | (10,612) | (11,221) |
| Net profit | 47,726 | 42,817 | |
| Net profit attributable to outside equity interests | (2,358) | (430) | |
| Net profit attributable to members of the parent entity |
45,368 | 42,387 | |
| Net decrease in asset revaluation reserve | (542) | ||
| Net exchange difference on translation of financial report of self-sustaining foreign operations |
(29, 807) | (21, 641) | |
| Total revenues, expenses and valuation adjustments attributable to members of the parent entity recognised directly in equity |
(30, 349) | (21, 641) | |
| Total changes in equity attributable to members of the parent entity other than those resulting from transactions with owners as owners |
15,019 | 20,746 | |
| Basic earnings per share (cents per share) | 9 | 7.99 | 7.05 |
| Normalised basic earnings per share (cents per share) | 9 | 6.28 | 6.00 |
| Diluted earnings per share (cents per share) | 9 | 8.21 | 7.08 |
| Normalised diluted earnings per share (cents per share) | 9. | 6.50 | 6.14 |
* Includes the proceeds & disposal costs respectively associated with the sale of assets.
The accompanying notes form an integral part of these financial statements.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS AT 31 DECEMBER 2004
| \$000 S000 CURRENT ASSETS Cash assets 90,495 100,758 Receivables 181,619 185,192 Other financial assets 50,944 34,157 Inventories 6,993 6,517 3,493 Current tax assets 5,120 Other 19,595 15,999 347,743 Total Current Assets 353,139 NON-CURRENT ASSETS Receivables 1,598 1,135 Other financial assets 15,266 8,360 92,387 Property, plant & equipment 81,577 Deferred tax assets 20,918 18,217 Intangibles - goodwill 698,903 676,966 Other 4,874 5,063 Total Non-Current Assets 791,318 833,946 Total Assets 1,139,061 1,187,085 CURRENT LIABILITIES Payables 152,998 143,461 Other payables 50,745 32,766 Interest bearing liabilities 98,824 70,820 Current tax liabilities 2,341 12,619 Provisions 32,567 19,193 Other 11,715 23,133 Total Current Liabilities 301,992 349,190 NON-CURRENT LIABILITIES Payables 331 729 Interest bearing liabilities 213,251 287,762 Deferred tax liabilities 9,427 9,366 Provisions 6,892 5,952 Other 3,127 2,966 Total Non-Current Liabilities 306,775 233,028 Total Liabilities 608,767 582,218 530,294 Net Assets 604,867 EQUITY Parent entity interest Contributed equity - ordinary shares 338,987 393,932 Contributed equity - reset preference shares 114,432 Reserves (58, 148) (27, 799) Retained profits 188,450 170,750 5 Total parent entity interest 524,234 596,370 Outside equity interest 6,060 8,497 Total Equity 530,294 604,867 |
Note | 31 December 2004 | 30 June 2004 |
|---|---|---|---|
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONDENSED STATEMENT OF CONSOLIDATED FINANCIAL POSITION AS AT 31 DECEMBER 2004
The accompanying notes form an integral part of these financial statements.
| Note | Half-year | ||
|---|---|---|---|
| 2004 | 2003 | ||
| \$000 | \$000 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers | 486,555 | 371,308 | |
| Payments to suppliers and employees | (422, 523) | (305, 047) | |
| Dividends received | 1 | 64 | |
| Interest paid and borrowing costs | (7, 355) | (3,891) | |
| Interest received | 1,528 | 1,778 | |
| Australian net GST paid | (5,578) | (5,161) | |
| Income taxes paid | (1, 754) | (16, 489) | |
| Net cash inflow from operating activities | 10 | 50,874 | 42,562 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments for purchase of controlled entities, net of cash acquired | (29,689) | (156,261) | |
| Payments for investment in associated entities | (678) | ||
| Payments for investment in listed & unlisted entities | (3,079) | (1,761) | |
| Payments for property, plant and equipment | (16, 413) | (7,239) | |
| Proceeds from sale of assets | 26.831 | 60,476 | |
| Proceeds from sale of controlled entities, net of cash | 1,874 | ||
| disposed Other |
(1,055) | ||
| Net cash outflow from investing activities | (20, 476) | (106, 518) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issues of ordinary shares | 905 | ||
| Buy-back of ordinary shares | (30,639) | ||
| Buy-back of preference shares | (29, 447) | ||
| Proceeds from borrowings | 123,213 | 241,129 | |
| Repayment of borrowings | (47, 711) | (125, 369) | |
| Dividends paid - ordinary shares | (26,928) | (13, 529) | |
| Dividends paid - reset preference shares | (1, 817) | (4,137) | |
| Dividend paid - outside equity interest in controlled entities | (1,047) | (456) | |
| Proceeds from finance leases | 1,390 | 739 | |
| Repayment of finance leases | (3,894) | (265) | |
| Other | (48) | ||
| Net cash (outflow) / inflow from financing activities | (16, 880) | 98,969 | |
| Net increase in cash held | 13,518 | 35,013 | |
| Cash at the beginning of the financial year | 90,495 | 60,828 | |
| Exchange rate variations on foreign cash balances | (3,255) | (3,612) | |
| Cash at the end of the financial year | 100,758 | 92,229 |
The accompanying notes form an integral part of these financial statements.
1. ACCOUNTING POLICIES
Basis of Preparation
This general purpose financial report for the interim half-year reporting period ended 31 December 2004 has been prepared in accordance with Australian Accounting Standard AASB1029 - "Interim Financial Reporting", other mandatory professional reporting requirements (Urgent Issues Group Consensus Views). other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations $Act2001.$
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2004 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Stock Exchange Listing Rules.
This financial report has been prepared in accordance with the historical cost convention and does not take account of changes in either the general purchasing power of the dollar or in the prices of specific assets.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.
Unless otherwise stated, the accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.
Further details can be found in the Report to Shareholders for 30 June 2004.
The adoption of International Financial Reporting Standards (IFRS)
The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to International Accounting Standards Board interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in Computershare Limited's financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006. Information on how the transition to Australian equivalents to IFRS is being managed, and the key differences in accounting policies that are expected to arise, is set out in note 2.
2. MANAGING THE TRANSITION TO IFRS
The Adoption of International Financial Reporting Standards
For reporting periods beginning on or after 1 January 2005, Computershare must comply with the Australian equivalents of International Financial 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 equivalent to 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. All 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 and Audit Committee. The project team has prepared a detailed timetable for managing the transition. The project status is monitored on a regular basis and Computershare is currently on schedule.
Computershare is managing the transition to IFRS in three distinct phases:
- Analysis and planning;
- Evaluation of the new financial reporting requirements and initial conversion; and
- Embedding IFRS into business as usual.
Since the completion of the 30 June 2004 annual report significant progress has been made in the Group's transition to IFRS and we are currently on schedule to meet internal project deadlines.
Significant milestones met in the last six months include:
- The Group's accounting policies under IFRS, including the options available under AASB 1 First Time Adoption of IFRS, have been agreed and documented in the Group Accounting Policy Manual.
- The cash generating units of the consolidated Group have been identified. These cash generating units will be used as the basis for assessing the carrying value of goodwill.
- In addition, a discounted cash flow model for completing goodwill impairment testing has been developed. This model is currently being critically reviewed and will be finalised in the coming six month period.
- An impact analysis of the transition to IFRS has been completed for all existing global share plans.
- On 30 September 2004 the Group converted its reset preference share capital into ordinary shares thereby eliminating the need to reclassify reset preference share capital from equity to debt upon adoption of IFRS.
- All derivative financial instruments used by the Computershare Group have been summarised and a prima facie assessment of these instruments vis-à-vis the new hedge accounting criteria has been completed.
- The hedge accounting documentation required under AASB 139 has been assessed and a proforma template has been developed to ensure a clear and transparent trail is available for both internal and external review purposes.
- In addition, the hedge effectiveness testing requirements of AASB 139 have been reviewed and Computershare is currently evaluating the available options to collate the required data and perform effectiveness testing on a periodic basis.
- Appropriate Group procedures and report templates have been developed to ensure that the information required for completion of the opening IFRS conversion adjustments can be collected in a timely and efficient manner. These procedures and report templates will be tested in the coming six months.
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 on 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 annual impairment testing. In accordance with the new standard, this impairment testing will be based on the discounted cash flows of each cash generating unit within the Group.
- Under AASB 1, First 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 and 31 December 2004 will be carried forward indefinitely, subject to annual impairment testing both on transition and on an on-going basis.
- The amortisation charge currently recorded in the financial results of Computershare will be eliminated resulting in an increase in reported profits.
- As noted above, Computershare has made significant progress in the last six months to ensure that impairment testing can be performed in an efficient and effective manner going forward.
Financial instruments - recognition and measurement
- In accordance with IFRS, 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 is a minimal impact on profit expected.
- Under IFRS the fair value of financial instruments which do not satisfy the hedge criteria will also $\bullet$ be recorded in 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, vanilla instruments are expected to qualify for hedge accounting under IFRS, however cancellable and hybrid financial instruments may not.
- 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 seeking IFRS sign off before proceeding with anything other than vanilla instruments.
- In accordance with our internal project plan and as noted above, Computershare has completed several key stages of work in preparation for the transition to IFRS. This work will continue in the coming six months.
Financial instruments - disclosure and presentation
- The Group's reset preference shares would have been reclassified as debt under IFRS. On 30 ٠ September 2004 the Group's reset preference shares were converted into ordinary shares thereby eliminating the need for reclassification in the December 2005 balance sheet on conversion to IFRS.
- A reset preference share dividend of \$1.8384 per share franked at 30% was also paid in respect of the period 1 June 2004 to 30 September 2004. The portion of this dividend which relates to the 2005 financial year will be reclassified as an interest expense in the P&L in the 2005 IFRS comparatives.
Share based payments
- Equity based compensation in the form of shares 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.
- As noted above, an impact analysis of adoption of the AASB 2, Share Based Payments, has been performed and the Group will be in a position to quantify and disclose the impact of this change in the 30 June 2005 financial statements.
- With regards to options, Computershare will not be required to recognise an expense for unvested options under IFRS as all of the Group's unvested options were issued before $7$ November 2002 and therefore fall outside the scope of the new standard.
Deferred tax assets & liabilities
- Deferred tax will be calculated using the "balance sheet" approach under IFRS. Due to the criteria $\bullet$ for the recognition of a deferred tax asset under IFRS, 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 ٠. tax effects may be recognised in equity.
- In accordance with the Group's internal transition project plan, a detailed review of the tax $\bullet$ adjustments required under IFRS will be performed in the second half of this financial year.
Business Combinations
- Computershare has elected to adopt the option to "grandfather" all pre-1 July 2004 acquisitions, as permitted under AASB 1, First Time Adoption of IFRS. This means that the carrying value of goodwill as at 30 June 2004 will not be adjusted upon the adoption of IFRS, subject to any impairment testing as noted above.
- All post 1 July 2004 business combinations will be re-stated to comply with IFRS.
- Most significantly this will involve the collection of data to enable the valuation of intangible assets which may have previously been subsumed in goodwill.
- Computershare finance teams worldwide have already begun work on collating this data and this stage of the project will be completed in the coming six months.
- Additionally, restructuring provisions will no longer be included in the calculation of goodwill unless the acquiree was committed to the restructure prior to the acquisition. Instead any restructuring provision will be recorded in the post acquisition income statement.
Defined benefit superannuation funds
- Under IFRS any actuarial surplus or deficit relating to a defined benefit superannuation fund must $\bullet$ be recorded as an asset or liability of the employer, with the movement being recorded in the income statement.
- Computershare operates defined benefit superannuation funds in Hong Kong and India for a small number of employees therefore the impact of transitional adjustments under IFRS is expected to be immaterial to the Group.
Annual impairment testing of fixed assets
- Similar to goodwill, the carrying value of fixed assets will be subject to annual impairment testing ٠ under IFRS.
- In accordance with the new standard, this impairment testing will be based on the discounted cash flows of each cash generating unit within the Group.
- In the context of the Computershare Group the risk of a fixed asset impairment is considered to the $\bullet$ low. Any impairment resulting from the testing described above will be recorded as an expense in the P&L.
Intangible assets
- $\bullet$ Computershare has not previously adopted a policy of recognising internally developed software as an intangible asset. As a result no adjustment will be required as a result of the transition to IFRS.
- Computershare's existing accounting policy will continue unchanged under IFRS. $\bullet$
Non current assets held for sale
- In accordance with AASB 5, non current assets held for sale will be separately classified and $\bullet$ measured at the lower of carrying value or fair value less costs to sell. Depreciation of held for sale assets will cease.
- Assets held for sale are expected to be non-recurring items within the context of the $\bullet$ Computershare Group.
The above should not be regarded as a complete list of changes in accounting policy that will result from the transition to IFRS as the project team has not yet completed detailed transitional work on each new standard. For this reason it is not yet possible to quantify the impact of the transition to the Australian equivalents to IFRS on the Group's financial position and reported results.
3. INDIVIDUALLY SIGNIFICANT ITEMS
Included in the condensed statement of consolidated financial performance are the following individually significant items:
- The sale of the Group's shares in E*Trade Australia Limited; $\bullet$
- The sale of Computershare's former premises in Melbourne; $\bullet$
| E*Trade | Premises | Total | |
|---|---|---|---|
| shares | |||
| \$000 | \$000 | S000 | |
| Net sale Proceeds | 13.402 | 5.115 | 18.517 |
| Written down value | (6.690) | (2.371) | (9,061) |
| Gain on sale | 6,712 | 2.744 | 9,456 |
The half year ended 31 December 2003 individually significant items included the sale and leaseback of Computershare Limited's premises in the UK (the Pavilions) comprising of land and buildings. The gain on the sale of the premises comprised of the following:
| \$000 | |
|---|---|
| Net sale Proceeds | 51.834 |
| Written down value | (46, 144) |
| Gain on sale | 5.690 |
4. RECONCILIATION OF INCOME TAX EXPENSE
| Half-year | ||
|---|---|---|
| 2004 | 2003 | |
| S000 | S000 | |
| Operating profit | 58,338 | 54,038 |
| The tax expense for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows: |
||
| Prima facie income tax expense thereon at 30% | 17.501 | 16,211 |
| Tax effect of permanent differences: | ||
| Amortisation of goodwill not deductible | 4,881 | 2.131 |
| Depreciation not deductible | 228 | 561 |
| Research and development allowance | (800) | (619) |
| Non-deductible provisions | 5 | 169. |
| Benefit of tax losses not brought to account | 1,203 | |
| Writeoff of deferred tax liability on sale of UK buildings (the Pavilions) | (4,187) | |
| Tax free profit on sale of UK buildings (due to indexation allowance) | (1,707) | |
| Rebatable/non-assessable dividend | (2,393) | |
| Other deductible items | (3,314) | |
| Non assessable accounting profit on the sale of E*Trade | (2,013) | |
| Other | (1,210) | |
| Differential in tax rates | (3,136) | (2,606) |
| Prior year tax (over)/under provided | (352) | 698 |
| Restatement of deferred tax balances due to income tax rate changes | 12 | 570. |
| Income tax expense on operating profit | 10,612 | 11,221 |
5. RETAINED EARNINGS
| Dec 04 S000 |
Jun 04 S000 |
|
|---|---|---|
| Retained profits at the beginning of the financial year | 170,750 | 128.366 |
| Ordinary dividends provided for or paid | (26,928) | (30,027) |
| Reset preference dividends provided for or paid | (1,282) | (7,571) |
| Transfer from Asset Revaluation Reserve | 542 | |
| Net profit attributable to members of Computershare Limited | 45,368 | 79.982 |
| Retained profits at the end of the financial year | 188,450 | 170,750 |
6. CHANGES IN COMPOSITION OF THE ENTITY - CONTROLLED ENTITIES ACQUIRED
The following controlled entities were acquired by the consolidated entity at the date stated and its operating results have been included in the Consolidated Statement of Financial Performance from the relevant date.
On 17 August 2004 Computershare acquired New York based Alamo Direct Mail Services Inc. for a consideration of US \$15.5 million and contingent consideration of US \$9.5 million that is subject to meeting specific revenue hurdles on an initial $3$ year period.
Details of the acquisition are as follows:
| S000 | |
|---|---|
| Cash consideration | 21,191 |
| Other consideration | 13,341 |
| Total consideration paid | 34,532 |
| Fair value of identifiable net liabilities acquired | (1,136) |
| Goodwill on consolidation | 35,668 |
During the half year ended 31 December 2004 Computershare acquired other entities for a consideration of \$9.6 million.
Details of the acquisitions are as follows:
| S000 | |
|---|---|
| Cash consideration | 8.897 |
| Other consideration | 731 |
| Total consideration paid | 9.628 |
| Fair value of identifiable net assets acquired | 123 |
| Goodwill on consolidation | 9,505 |
7. SEGMENT INFORMATION
The consolidated entity operates predominantly in six business segments: Investor Services, Plan Services, Document Services, Analytics and Stakeholder 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. Intersegment charges are at normal commercial rates.
PRIMARY BASIS - Business Segments December 2004
| Stakeholder Relationship Services |
Corporate Services |
Document Services |
Investor Services |
Plan Services |
Technology Services |
Unallocated | Consolidated Total |
|
|---|---|---|---|---|---|---|---|---|
| Major business segments | \$000 | \$000 | \$000 | \$000 | \$000 | \$000 | \$000 | \$000 |
| Revenue External revenue Intersegment revenue |
23,780 3,675 |
41,405 36,880 |
28,423 43,153 |
357,999 21,699 |
59,594 1,208 |
7,566 54,110 |
1,813 (160, 725) |
520,580 |
| Total segment revenue | 27,455 | 78,285 | 71,576 | 379,698 | 60,802 | 61,676 | (158,912) | 520,580 |
| Segment Result | ||||||||
| Profit/(loss) from ordinary activities before income tax |
(530) | 8,808 | 6,054 | 28,660 | 6,344 | 7,638 | 1,364 | 58,338 |
| Income tax expense | (10,612) | |||||||
| Profit from ordinary activities after income tax |
47,726 | |||||||
| Depreciation | 419 | 439 | 1,625 | 5,314 | 437 | 5,892 | 14,126 | |
| Amortisation Goodwill | 1,457 | 226 | 564 | 17,632 | 1,837 | J. | $\blacksquare$ | 21,716 |
| Other non-cash expenses | 135 | 504 | 1,125 | 69 | 61 | 1,894 | ||
| Liabilities | ||||||||
| Total segment fiabilities | 8,380 | 369.992 | 11,784 | 143,253 | 57,785 | 13,305 | 4,268 | 608,767 |
| Assets | ||||||||
| Total segment assets | 67,314 | 1,054,818 | 109,993 | 845,369 | 121,841 | 43,732 | (1, 104, 006) | 1,139,061 |
| Carrying value of investments in associates included in segment assets |
$\blacksquare$ | 5,249 | $\omega$ | $\omega$ | $\tilde{\phantom{a}}$ | $\mathbf{a}$ | 5,249 | |
| Segment assets acquired during the reporting period: |
||||||||
| Property, plant & equipment Other Non Current Segment |
934 | 793 | 5,006 | 11,224 | 1,094 | 4.751 | 23,802 | |
| Assets | 1,966 | × | 7,610 | 33,111 | $\tilde{\phantom{a}}$ | $\tilde{\phantom{a}}$ | 42,687 | |
| Total | 2,900 | 793 | 12,616 | 44,335 | 1,094 | 4,751 | $\ddot{\phantom{a}}$ | 66,489 |
7. SEGMENT INFORMATION CONTINUED....
PRIMARY BASIS - Business Segments December 2003
| Stakeholder Relationship Services |
Corporate Services |
Document Services |
Investor Services |
Plan Services |
Technology Services |
Unallocated | Consolidated Total |
|
|---|---|---|---|---|---|---|---|---|
| Major business segments | 5000 | \$000 | 5000 | 5000 | 5000 | \$000 | \$000 | \$000 |
| Revenue External revenue Intersegment revenue |
7,598 26 |
65,442 28,252 |
20,991 29,099 |
297,222 4,426 |
45,582 200 |
7,865 50,750 |
1,654 (112, 753) |
446,354 |
| Total segment revenue | 7,624 | 93,694 | 50,090 | 301,648 | 45,782 | 58,615 | (11,099) | 446,354 |
| Segment Result Profit/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary activities |
(1,446) | (1,585) | 5,859 | 40,277 | 3,307 | 6,697 | 929 | 54,038 (11,221) |
| after income tax | 42,817 | |||||||
| Depreciation | $12 \,$ | 1,177 | 1,391 | 3,448 | 65 | 6,118 | 12,211 | |
| Amortisation Goodwill | 441 | $\ddot{\phantom{a}}$ | 417 | 12,362 | 1,305 | (1,338) | 13,187 | |
| Other non-cash expenses | 4 | 662 | 504 | 961 | 66 | 121 | 2.318 | |
| Liabilities | ||||||||
| Total segment fiabilities | 1,859 | 238,986 | 8,199 | 134,793 | 30,535 | 12,530 | 20,658 | 447,560 |
| Assets | ||||||||
| Total segment assets | 18,236 | 1,002.411 | 43,142 | 898,414 | 52,237 | 43,521 | (996, 557) | 1,061,404 |
| Carrying value of investments in associates included in segment assets |
$\ddot{\phantom{a}}$ | 9,618 | $\blacksquare$ | $\blacksquare$ | $\ddot{\phantom{a}}$ | $\blacksquare$ | a, | 9,618 |
| Segment assets acquired during the reporting period: |
||||||||
| Investments | 46 | 1,958 | $\blacksquare$ | 167,360 | $\ddot{\phantom{a}}$ | u | 169,364 | |
| Property, plant & equipment | $\tilde{\phantom{a}}$ | 478 | 1,079 | 2,147 | 6 | 3,529 | ×. | 7,239 |
| Total | 46 | 2,436 | 1,079 | 169,507 | 6 | 3,529 | 176,603 |
The segment 'Stakeholder Relationship Services' was previously named 'Analytics and Shareholder Relationship Management Services'.
| December 2004 Major geographic |
Asia | Australia & New Zealand |
South Africa |
Europe | North America |
Unallocated/ Eliminations |
Consolidated Total |
|---|---|---|---|---|---|---|---|
| segments | \$000s | \$000s | \$000s | \$000s | \$000s | \$000s | \$000s |
| Revenue External revenue |
31,946 | 152,643 | 21,010 | 113,245 | 199,922 | 1,814 | 520,580 |
| Segment Result Profit/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary activities after income tax |
6,766 | 32,078 | 258 | 11,046 | 6,902 | 1,288 | 58,338 (10,612) 47,726 |
| Assets Total segment assets |
93,294 | 882,711 | 39,834 | 110,048 | 1,112,085 | (1,098,911) | 1,139,061 |
| Segment assets acquired during the reporting period: Property, plant & equipment Other Non Current Segment Assets |
2,195 u |
6,480 7,610 |
786 ä, |
4.696 1,966 |
9.645 33,111 |
u. | 23,802 42,687 |
| Total | 2,195 | 14,090 | 786 | 6,662 | 42,756 | $\blacksquare$ | 66,489 |
| December 2003 Major geographic segments |
Asia \$000s |
Australia & New Zealand \$000s |
South Africa \$000s |
Europe \$000s |
North America \$000s |
Unallocated/ Eliminations \$000s |
Consolidated Total \$000s |
| Revenue External revenue |
12,088 | 122,040 | 18,749 | 147,381 | 144,442 | 1,654 | 446,354 |
| Segment Result Profit/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary activities after income tax |
2,588 | 18,275 | 581 | 16,615 | 15,050 | 929 | 54.038 (11,221) 42,817 |
| Assets Total segment assets |
79,336 | 1,078,524 | 31,997 | 125,027 | 743,077 | (996, 557) | 1,061,404 |
| Segment assets acquired during the reporting period: Property, plant & equipment Other Non Current Segment Assets |
527 | 1,857 | 58 | 1,110 | 3,687 | 7,239 |
SECONDARY BASIS - Geographic Segments
8. EQUITY SECURITIES ISSUED
| Half-year | Half-year | |||
|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003. | |
| Shares | Shares | SOOO | \$000 | |
| Issues of ordinary shares during the half-year | ||||
| Exercise of options issued under the | ||||
| Computershare Limited Employee Option Plan | 545,000 | 905. | ||
| Exercise of options issued to Citigroup | 978,781 | 548.271 | ||
| Issued as part of acquisitions | 200,000 | 7,000,000 | 600 | 22,260 |
| Share buy back | (10, 220, 000) | (30, 639) | ||
| Issued for no consideration: | ||||
| Dividend reinvestment plan issues | ||||
| Employee share scheme issues | 1,825,649 | 1,500,000 | ||
| Conversion of the reset preference shares | 24,000,382 | 84,984 | ||
| 16,784,812 | 9,593,271 | 54.945 | 23,165 | |
| Half-year | Half-year | |||
| 2004 | 2003 | 2004 | 2003 | |
| Shares | Shares | SOO0 | \$000 | |
| Repurchases of reset preference shares during the half year |
||||
| Repurchases of reset preference shares | (284, 807) | (29, 447) | ||
| Conversion to ordinary shares | (900,000) | (84,985) | ||
| (1.184, 807) | (114, 432) |
On 26 May 2004 Computershare announced its intention to buy-back up to 27,500,000 ordinary shares between 10 June 2004 and 17 December 2004 as part of on-going capital management. On 16 December Computershare announced a continuation of this buy-back until 17 June 2005 or earlier if the maximum number of shares are purchased prior to this time. Between 1 January 2005 and 15 February 2005 the company has not bought back any ordinary shares.
9. EARNINGS PER SHARE
| Calculation of Basic EPS |
Calculation of Diluted EPS |
Calculation of Normalised Basic EPS |
Calculation of Normalised Diluted EPS |
|
|---|---|---|---|---|
| SO00 | S000 | S000 | S000 | |
| Half year end 31 December 2004 | ||||
| Earnings per share (cents per share) | 7.99 cents | 8.21 cents | $6.28$ cents | $6.50$ cents |
| Net profit | 47,726 | 47,726 | 47,726 | 47,726 |
| Outside equity interest (profit)/loss Exclusion of non recurring |
(2,358) | (2,358) | (2,358) | (2,358) |
| transactions $-$ sale of land $\&$ buildings | (9, 456) | (9, 456) | ||
| Dividends on reset preference shares | (1,282) | (1,282) | ||
| Net profit | 44.086 | 45.368 | 34,630 | 35,912 |
| Weighted average number of ordinary shares used as denominator in calculating basic earnings per share |
551,812,848 | 551.812,848 | ||
| Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share |
552,581,135 | 552,581,135 | ||
| Calculation of Basic EPS |
Calculation of Diluted EPS |
Calculation of Normalised Basic EPS |
Calculation of Normalised Diluted EPS |
|
|---|---|---|---|---|
| SO00 | S000 | \$000 | \$000 | |
| Half year end 31 December 2003 | ||||
| Earnings per share (cents per share) | $7.05$ cents | $7.08$ cents | $6.00$ cents | $6.14$ cents |
| Net profit | 42,817 | 42,817 | 42,817 | 42,817 |
| Outside equity interest (profit)/loss | (430) | (430) | (430) | (430) |
| Exclusion of non recurring transactions - sale of land $&$ buildings |
(5,690) | (5,690) | ||
| Dividends on reset preference shares | (4,159) | (4,159) | ||
| Net profit | 38,228 | 42,387 | 32,538 | 36,697 |
| Weighted average number of ordinary shares used as denominator in calculating basic earnings per share |
542,096.252 | 542,096,252 | ||
| Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share |
598,057,149 | 598.057.149 |
Employee options which are not dilutive and therefore not included in the calculation of diluted EPS are as follows:
| Issue Date | Expiry Date | Exercise | Number | Number | Number | Number | Number | |
|---|---|---|---|---|---|---|---|---|
| Price | On Issue | Issued | Exercised | Cancelled | On Issue | |||
| 30/6/04 | This Year | This year | This year | 31/12/2004 | ||||
| 11 Feb 2000 | 10 Jan 2005 | \$6.830 | 2.937.050 | ÷. | 2,937,050 | |||
| 07 Apr 2000 | 06 Mar 2005 | \$7.100 | 863,000 | 133,750 | 729,250 | |||
| 09 Jun 2000 | 08 May 2005 | \$6.910 | 116,250 | 3,000 | 113,250 | |||
| 12 Jun 2000 | 11 Jun 2005 | \$6.910 | ||||||
| 02 Jul 2000 | 01 Jun 2005 | \$7.950 | 21,000 | 21,000 | ||||
| 01 Aug 2000 | 01 Jul 2005 | \$7.920 | 20,000 | 20,000 | ||||
| 15 Aug 2000 | 14 Jul 2005 | \$7.850 | 224,000 | 224,000 | ||||
| 08 Sep 2000 | 07 Aug 2005 | \$8.000 | 975,500 | 4,500 | 971,000 | |||
| 15 Dec 2000 | 14 Nov 2005 | \$8.000 | 35,000 | 35,000 | ||||
| 25 Sep 2000 | 24 Анд 2005 | \$7.970 | 99,000 | 99,000 | ||||
| 29 Dec 2000 | 28 Nov 2005 | \$9.186 | 68,200 | 68,200 | ||||
| 21 Feb 2001 | 20 Jan 2006 | \$5.820 | 13,953 | 13,953 | ||||
| 26 Feb 2001 | 25 Jan 2006 | \$7.400 | 58,000 | 58,000 | ||||
| 27 Apr 2001 | 26 Mar 2006 | \$6.690 | 18,000 | 18,000 | ||||
| 01 Jul 2001 | 31 May 2006 | \$7.350 | 467,000 | 467,000 | ||||
| 01 Jul 2001 | 31 May 2006 | \$5.950 | 902,500 | 16,000 | 886,500 | |||
| $02$ Jul 2001 | 01 Jun 2006 | \$5.950 | 915,000 | 915,000 | ||||
| $02$ Jul 2001 | 01 Jun 2006 | \$5.940 | 92,500 | 92,500 | ||||
| 02 Jul 2001 | 01 Jun 2006 | \$7.350 | 74.000 | 74,000 | ||||
| 02 Jul 2001 | 01 Jun 2006 | \$5.950 | 2,175,750 | 82,000 | 2,093,750 | |||
| 31 Jul 2001 | 30 Jun 2006 | \$6.150 | 44.250 | 4,750 | 39,500 | |||
| 06 Mar 2002 | 05 Feb 2007 | \$2.770 | 1,871,100 | 8.000 | 1,863,100 | A, B | ||
| 06 Mar 2002 | 05 Feb 2007 | \$2.520 | 60,000 | 60,000 | A, B | |||
| 10 Apr 2002 | 09 Mar 2007 | \$2.520 | 158,000 | 14,000 | 144,000 | A, B | ||
| 27 May 2002 | 26 Apr 2007 | \$2.550 | 100.000 | 100.000 | A, B | |||
| Tatal | 12.309.053 | ٠ | $\blacksquare$ | 266.000 | 12.043.053 |
Options in the table above which were not included in potential ordinary shares for the purposes of 31 December 2004 diluted EPS are marked with an (A). Options in the table above which were not included in potential ordinary shares for the purposes of 31 December 2003 diluted EPS are marked with a (B).
There have been no issues of ordinary shares or options between reporting date and the time of completion of this report.
The following options have been cancelled between reporting date and the time of completion of this report:
| Cancellation date | Exercise price |
Number of options cancelled |
|---|---|---|
| 06 January 2005 | \$5.95 | 5,000 |
| 06 January 2005 | \$5.95 | 3,000 |
| 10 January 2005 | \$6.83 | 2,937,050 |
| 12 January 2005 | \$7.85 | 10,000 |
| 12 January 2005 | \$5.95 | 15,000 |
10. RECONCILIATION OF NET PROFIT AFTER TAX TO CASHFLOWS FROM OPERATING ACTIVITIES
| Dec-04 \$000 |
Dec-03 \$000 |
|
|---|---|---|
| Net profit after income tax | 47.726 | 42,817 |
| Adjustments for non-cash income and expense items: | ||
| - Depreciation and amortisation | 37.891 | 27,718 |
| - Discount on acquisition | (2,902) | |
| - Profit on sale of assets | (13, 168) | (9,449) |
| - Share of net profit/(loss) of associates accounted for using equity method |
(576) | 1,467 |
| - Other | 1,040 | (61) |
| Changes in assets and liabilities: | ||
| - (Increase)/decrease in accounts receivable | (13,236) | (4,687) |
| - (Increase)/decrease in inventory | 657 | |
| - (Increase)/decrease in net tax assets | (1,011) | (258) |
| - (Increase)/decrease in other assets | 1,730 | 884 |
| - Increase /(decrease) in payables | (3,731) | 2,618 |
| - Increase/(decrease) in income tax liabilities | 10,368 | (5, 927) |
| - Increase/(decrease) in provisions | (8, 572) | (8,677) |
| - Increase/(decrease) in other liabilities | (104) | |
| - Increase/(decrease) in reserves | (8,244) | (877) |
| Net cash provided by operating activities | 50,874 | 42,562 |
11. CONTINGENT LIABILITIES
Contingent liabilities at balance date, not otherwise provided for in these financial statements are categorised as follows:
(a) Guarantees and Indemnities
Guarantees and indemnities of \$460,000,000 (30 June 2004: \$360,000,000) have been given to the consolidated entity's Australian Bankers by Computershare Limited, Computershare Technology Services Pty Limited, CDS International Limited, Computershare Document Services Limited, Computershare Investor Services Pty Limited, Computershare New Zealand Limited, Computershare Investor Services Ltd (incorporated in NZ), Computershare Limited (incorporated in the UK), Computershare Investor Services PLC, Computershare Inc, Computershare Investor Services LLC, Computershare Technology Services (UK) Ltd, Computershare Analytics (UK) Limited, Computershare Financial Services Inc, ACN 081 035 752 Pty Ltd, Computershare Investor Services Inc, Computershare Canada Inc, Computershare Finance LLC, Computershare Investments (UK) Ltd, Computershare Investments (UK) (No.2) Ltd, Computershare Investments (UK) (No.3) Ltd. Georgeson Shareholder Communications Inc. Transcentive Inc. Computershare Finance Company Pty Ltd, and Computershare US General Partnership as security for Computershare Finance Company Pty Ltd's facilities.
Bank guarantees of \$520,000 (2004: \$520,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd.
A bank guarantee of \$500,000 (2004: \$500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd.
A bank guarantee of \$199,500 (2004: \$199,500) has been given in respect of facilities provided to Computershare Investor Services Pty Ltd.
A bank guarantee of \$88,350 (2004: \$88,350) has been given in respect of facilities provided to Computershare Document Services Pty Ltd.
Bank guarantees totaling CAD \$1,800,000 (2004: CAD \$1,800,000) have been given by Computershare Trust Company of Canada and Computershare Investor Services Inc in respect of standby letters of credit for the payment of payroll.
Guarantees of US \$2,749,150 (30 June 2004: US \$2,000,000) have been given by Computershare Investor Services LLC as security for payroll and healthcare administration services in USA.
Guarantees of US \$2,340,861 and AU \$497.713 (30 June 2004: US\$3,290,001 and AU\$497.713) have been given by Computershare Limited as security for bonds in respect of leased premises.
A bank guarantee of HK \$398,197 (2004: \$398,197) has been given by Computershare Hong Kong Investor Services Limited as security for bonds in respect of leased premises.
A bank guarantee of Rand 850,000 (2004: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.
(b) Legal Matters
Due to the nature of operations, certain commercial claims in the normal course of business have been made against Computershare in various countries. The directors, based on legal advice, are contesting, or where appropriate compromising all of these matters. It is considered unlikely that any material liability to the Group will eventuate.
(c) Other
As noted in this financial report the Group is subject to regulatory capital requirements administered by certain US and Canadian banking commissions and by the Financial Services Authority in the UK. These requirements pertain to the trust company charter granted by the commissions and the Financial Services Authority. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate action by the regulators that, if undertaken, could revoke or suspend the Group's ability to provide trust services to customers in these markets. At all relevant times the Computershare subsidiaries have met all minimum capital requirements. In addition to the capital requirements, a trust company must deposit eligible securities with a custodian. The Group has deposited a certificate of deposit with the Group's custodian in the UK in order to satisfy this requirement.
Computershare Limited (Australia) has issued a letter of warrant to Computershare Custodial Services Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital of at least Rand 500,000,000.
Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries is \$2,185.447 (30 June 2004: \$3,616,807). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the parent entity.
In consideration of the Australian Securities and Investments Commission agreeing to allow \$5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain financial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Clearing Pty Ltd, a \$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Clearing Pty Ltd. The loan was made pursuant to a deed of subordination dated 7 January 2004.
Computershare Limited (Australia), as the parent company, has undertaken to own, either directly or indirectly, all of the equity interests and guarantee performance of the obligations of Computershare Investor Services LLC, Computershare Trust Company Inc, Georgeson Shareholder Communications Inc, Computershare Trust Company of Canada and Computershare Investor Services Inc with respect to any financial accommodation related to transactional services provided by Harris Trust and Savings Bank, Chicago.
12. SIGNIFICANT EVENTS AFTER BALANCE DATE
No matter or circumstance has arisen since the end of the half-year which is not otherwise disclosed within this report or in the consolidated financial statements, that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS' DECLARATION
Directors' Declaration
In the directors' opinion:
- the financial statements and notes set out on pages 8 to 27 are in accordance with the $(a)$ Corporations Act 2001, including:
- complying with Accounting Standards, the Corporations Regulations 2001 and other $(i)$ mandatory professional reporting requirements; and
- giving a true and fair view of the consolidated entity's financial position as at 31 $(ii)$ December 2004 and of its performance, as represented by the results of its operations and its cash flows, for the half-year ended on that date; and
- there are reasonable grounds to believe that Computershare Limited will be able to pay its $(b)$ debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the directors.
Deda
A. S. Murdoch, Chairman
C. J. Morris, Managing Director
Melbourne 16 February 2005
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENT OF THE CEO AND CFO
Statement of the CEO and CFO of Computershare Limited
We, the undersigned, state that:
- $a$ } With regard to the integrity of the year end financial report Computershare Limited and its controlled entities (the Group) for the half year ended 31 December 2004:
- (i) The financial statements and associated notes comply in all material respects with applicable accounting standards, local corporations law requirements and Computershare Group Accounting Policies and Computershare Group year end reporting requirements; and
- (ii) The financial statements and associated notes give a true and fair view, in all material respects, of the financial position as at 31 December 2004 and performance of the Group for the year then ended; and
- (iii) In our opinion, there are reasonable grounds to believe that the Group will be able to pay its debts as when they become due and payable.
- b) With regard to the financial records and systems of risk management and internal compliance and control of the Group for the half year ended 31 December 2004:
- The financial records of the Group have been properly maintained such that the records $(i)$ correctly record and explain its transactions and financial position and performance and would enable true and fair financial statements to be prepared and audited; and
- $(ii)$ The statements made in (a) above regarding the integrity of the financial statements are founded on a sound system of risk management and internal compliance and control which, in all material respects, implement the policies adopted by the Board of Directors of Computershare Limited;
- $(iii)$ The risk management and internal compliance and control systems of the Group relating to financial reporting, compliance and operations objectives are, in all material respects, operating efficiently and effectively; and
- $(iv)$ Subsequent to 31 December 2004, no changes or other matters have arisen that would have a material effect on the operation of risk management and internal compliance and control systems of the Group.
C.J. Morris Chief Executive Officer
T.F. Honan Chief Financial Officer
16 February 2005
RICEWATERHOUSE COPERS
PricewaterhouseCoopers ABN 52 780 433 757
333 Collins Street MELBOURNE VIC 3000 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Melbourne Australia www.owc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999
Independent review report to the members of Computershare Limited
Statement
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the financial report of Computershare Limited:
- does not give a true and fair view, as required by the Corporations Act 2001 in Australia, of the financial position of the Computershare Limited Group (defined below) as at 31 December 2004 and of its performance for the half-year ended on that date, and
- is not presented in accordance with the Corporations Act 2001, Accounting Standard AASB 1029: $\bullet$ Interim Financial Reporting and other mandatory financial reporting requirements in Australia, and the Corporations Regulations 2001.
This statement must be read in conjunction with the rest of our review report.
Scope
The financial report and directors' responsibility
The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for the Computershare Limited Group (the consolidated entity), for the half-year ended 31 December 2004. The consolidated entity comprises both Computershare Limited (the company) and the entities it controlled during that half-year.
The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting policies and accounting estimates inherent in the financial report.
Review approach
We conducted an independent review in order for the company to lodge the financial report with the Australian Securities and Investments Commission. Our review was conducted in accordance with Australian Auditing Standards applicable to review engagements. For further explanation of a review, visit our website http://www.pwc.com/au/financialstatementaudit.
We performed procedures in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report does not present fairly, in accordance with the Corporations Act 2001, Accounting Standard AASB 1029: Interim Financial Reporting and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the consolidated entity's financial position, and its performance as represented by the results of its operations and cash flows.
We formed our statement on the basis of the review procedures performed, which included:
- inquiries of company personnel, and
- ۰ analytical procedures applied to financial data.
Our procedures include reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report.
These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than that given in an audit. We have not performed an audit, and accordingly, we do not express an audit opinion.
While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.
Our review did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our review, we followed applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.
$\lambda$
PricewaterhouseCoopers
$84.4$
RS Sutton Partner
Melbourne 16 February 2005
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
| NTA Backing (Appendix 4D item 3) | ||
|---|---|---|
| -- | ---------------------------------- | -- |
| Dec 2004 | Dec 2003 | |
|---|---|---|
| Net tangible asset backing per ordinary share | \$(0.31) | \$(0.31) |
Controlled entities acquired or disposed of (Appendix 4D item 4)
| Acquired | Alamo Direct Mail Services Inc |
Flag Communications Limited |
Post Data |
|---|---|---|---|
| Date control gained Contribution to profit/(loss) from |
17 August 2004 | 2 September 2004 | 29 October 2004 |
| ordinary activities after tax in current period, where material Profit/(Loss) from ordinary activities |
Immaterial | Immaterial | Immaterial |
| after tax during the whole of the previous corresponding period, where material |
Immaterial | Immaterial | Immaterial |
| Disposed of | Source One | ||
| Date control lost Contribution to $profit/(loss)$ from ordinary activities after tax in current |
17 September 2004 | ||
| period, where material Profit/(Loss) from ordinary activities |
Immaterial | ||
| after tax during the whole of the previous corresponding period, where material |
Immaterial |
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2004 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend |
Franked amount per security |
Foreign sourced dividend amount per security |
|---|---|---|---|---|---|---|
| 18 August 2004 | 24 September 2004 | Final | 5.0 cents | \$26,928,167 | $5.0$ cents | |
| 16 September 2004 | 30 September 2004 | Reset | 1.8384 cents | \$1,817,184 | 1.8384 cents | |
| 9 March 2005 | 01 April 2005 | Interim | 5.0 cents | \$28,177,122 | $0.5$ cents |
Dividend reinvestment plans (Appendix 4D item 6)
The company has no dividend reinvestment plan in operation.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
Associates and Joint Venture entities (Appendix 4D item 7)
| Name | Ownership interest | Aggregate share of profits/(losses), where material |
Contribution to net profit, where material |
|||
|---|---|---|---|---|---|---|
| Dec 2004 | Dec 2003 | Dec 2004 | Dec 2003 | Dec 2004 | Dec 2003 | |
| % | % | S000 | \$000 | 5000 | S00 | |
| Chelmer Limited | 50 | 50 | ||||
| Computershare GmbH (a) | 100. | 100 | (1,872) | |||
| Pepper Technology AG (b) | 100 | 36.65 | (297) | (153) | ||
| The National Registry Company (c) | 45 | 29.875 | 2.320 | 355 | 878 | 558 |
| GSC Proxitalia s.p.A (d) | 46 | 57.8 | 258 | (302) | ||
| Total | 2.578 | 58 | 576 | (1,467) |
a) Formerly known as Deutsche Borse Computer GmbH. On 31 December 2003, the Computershare Group acquired the remaining 51% of Deutsche Borse Computershare GmbH. From that date onward, the result and balance sheet of that entity have been consolidated by the Computershare Group.
- b) On 1 March 2004, the Computershare Group acquired the remaining 73.35% of Pepper Technology AG. From that date onward, the result and balance sheet of that entity have been consolidated by the Computershare Group.
- c) On $24$ June 2004, the Computershare Group acquired an additional 15.125% of The National Registry Company bring the Group's holding to 45%.
- d) From 1 July 2004, the Computershare Group no longer controlled GSC Proxitalia s.p.A. Subsequently this company has been recorded as an associate from this date.
Audit Status (Appendix 4D item 9)
This report is based on accounts which have been reviewed.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
CORPORATE DIRECTORY
DIRECTORS
Alexander Stuart Murdoch (Chairman) Christopher John Morris (Chief Executive Officer) Philip D DeFeo William E Ford Thomas M Butler Penelope J Maclagan Anthony N Wales Markus Kerber
COMPANY SECRETARIES
Paul X Tobin Mark B Davis
REGISTERED OFFICE
Yarra Falls 452 Johnston Street Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500
STOCK EXCHANGE LISTINGS
Australian Stock Exchange Limited The New Zealand Stock Exchange
BANKERS
National Australia Bank Limited 500 Bourke Street Melbourne Victoria 3000
Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne Victoria 3000
The Roval Bank of Scotland Plc Corporate and Institutional Banking 135 Bishopsgate London EC2M 3UR
SOLICITORS
Minter Ellison Level 23. Rialto Towers 525 Collins Street Melbourne Victoria 3000
AUDITORS
PricewaterhouseCoopers 333 Collins Street Melbourne Victoria 3000
SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5087 Facsimile +61 3 9473 2500
Interim Results 2005 Presentation
$\overline{\phantom{a}}$
17 February 2005

This presentation is structured around the following framework

$2\overline{ }$

Summary of Results

- $\triangleright$ Normalised EPS (pre goodwill) of 10.21 cents, up 20%.
-
Total revenue of \$502.1m, up 26% or up 2.5% excluding FY04 & 1H05 acquisitions.
- $\triangleright$ Operating Cash Flows of \$50.9 m, up 19.5%.
- $\triangleright$ Operating Costs (excluding cost of sales and acquisitions) of \$237.4 m, a 1.8% decrease.
- $\triangleright$ Days Sales Outstanding at 60 days, up 3 days on June 2004.
- $\triangleright$ Interim dividend of 5.0 cents per share, 67% increased.
- Delivered expected synergies from Georgeson & Transcentive acquisitions. ≻
* All comparisons are against 1H04 unless otherwise stated.

CPU Revenues are driven by multiple factors
Mutual Funds

Revenue Type

| Revenue | Driver | Risk mitigation | ||
|---|---|---|---|---|
| Register Maintenance | Growth in clients & | Retain existing clients, win | ||
| holders | market share | |||
| Corporate Actions | Market conditions & M&A | Win new business; link to | ||
| activities | key stakeholders, clients | |||
| Stakeholder Relationship | Growth in products & | |||
| Management | clients. | Leverage from existing clients, win new clients & |
||
| Governance | ||||
| Employee Share Plans | Growth in clients | develop new products & | ||
| Document Services | Growth in comercial | service offerings | ||
| clients & support internal | ||||
| business. | ||||
| Mutual Funds | Growth in clients. | Broaden service range | ||
| Governance |
■ Stakeholder Relationship Management ■ Employee Share Plans
Document Services
Technology & Other Revenue

Global Equities Market
Introduction

Historical Equity Issuance Data
Annual M & A Book to Bill Ratio
Source: SDC Thomson Financial and UBS Securities Australia Ltd


Global Interest Rate Market



6

- $\triangleright$ Recurring Revenue >70% of revenue is of a recurring nature.
- $\triangleright$ Global Diversification Across more than 15 countries.
- $\triangleright$ High Margins EBITDA margins ~ 20%.
- $\triangleright$ Low Capital Requirements Capex < Depreciation expense.
- $\triangleright$ Exposure to northern hemisphere interest rates.
- $\triangleright$ Integration of businesses.



Group Financial Performance - A\$m's

| 1H05 | 1H04 | Variance | |
|---|---|---|---|
| Sales Revenue | 480.0 | 378.2 | 27% |
| Interest & Other Income* | 22.1 | 21.3 | 4% |
| Total Revenue | 502.1 | 399.5 | 26% |
| Operating Costs* | 408.4 | 317.9 | (28%) |
| Share of Net (Profit)/Loss of Associates | (0.6) | 1.5 | |
| Normalised EBITDA | 94.3 | 80.1 | 18% |
| Non-Recurring Items | (9.5) | (5.7) | 66% |
| EBITDA | 103.7 | 85.8 | 21% |
| Normalised EPS (pre goodwill) | 10.21 | 8.49 | 20% |

* Excludes proceeds & costs relating to non-recurring items

Normalised Basic EPS Performance (pre goodwill)


10
Computershare
Half Year Comparisons - Revenue & EBITDA
11


Half Year Comparisons - Revenue & EBITDA


$12$

Regional Analysis - Revenue & EBITDA


Half Year Comparisons - Costs
14


Operating Costs
Computershare

| Expected Synergies |
Realised Synergies |
Surplus / (Shortfall) |
|
|---|---|---|---|
| 10.4 | 9.9 | (0.5) | |
| $\,$ | 1.5 | 1.5 | |
| 10.4 | 11.4 | 1.0 | |
Since time of ownership
15

Analysis of EPS


Normalised EPS (pre goodwill)
16
Computershare
Returns improving, Cost of Capital declining


Technology Costs - Establishing Global Platform
18

Computershare

- $\triangleright$ All R&D technology costs are expensed.
- $\triangleright$ Increase on 1H05 driven by acquisitions.
Analysis of Technology Costs


Analysis of Technology Spend
□ Development ■ Infrastructure ■ Maintenance ■ External Bureau ■ Administration
19

Net Operating Cash Flows


Capital Expenditure


CPU Group Capex
Computershare
Receivables Management


22

DSO
Interest Rate Sensitivity


Equity Management - Interim Dividend of 5 cps

| $\triangleright$ EPS – Normalised Basic (post goodwill) 7.99 cents |
|
|---|---|
| ----------------------------------------------------------------------- | -- |
- $\triangleright$ EPS Normalised Basic (pre goodwill)
- $\triangleright$ Interim Dividend (10% franked)
-
Current Yield *
')
* Based on share price of AUD \$6.50.
10.21 cents
5 cents
$1.5%$

Reasons why our dividend is not 100% franked:
- $\triangleright$ Increased level of dividends on ordinary shares FY02 (\$19m), FY03 (\$27m), FY04 (\$30m) and 1H05 (\$27m);
- $\triangleright$ Dividends on Preference Shares FY02 (\$5m), FY03 (\$12m) and FY04 (\$8m);
- $\triangleright$ Increased number of ordinary shares; and
- $\triangleright$ Increased proportion of business offshore.

Equity Management – Reset Preference Share Conversion

- $\triangleright$ Recent changes in Accounting Standards treat Reset Preference Shares (RPS) as debt (at 5.5% post tax).
- $\triangleright$ Announced conversion of RPS to Equity on 19th August, 2004.
- $\triangleright$ Converting on 30 September 2004 at trailing 20 day VWAP (with 2.5%) discount).
- $\triangleright$ At time of announcement, expected dilution of approximately 6%, gross increase in EPS of 1.3 cents.
- $\triangleright$ Actual dilution, 2.2%, net increase in EPS of 0.3 cents.
| Impact | No Conversion of RPS | Conversion of RPS |
|---|---|---|
| EPS (pre goodwill, post pref. dividend) |
9.91 cents per share | 10.21 cents per share |
| Normalised NPAT after OEI (pre goodwill & post pref dividend) |
\$53.5 million | \$56.3 million |
Impact of IFRS on Computershare

| ISSUE | Change | Impact on CPU |
|---|---|---|
| Goodwill Amortisation |
Semi-annual impairment testing of goodwill. |
Major Significance - Elimination of goodwill amortisation charges will result in increased reported profits, subject to annual impairment testing. |
| Financial Instruments |
All financial instruments will be recorded on the balance sheet. |
Insignificant – some instruments will have changes in their fair value taken to equity, others to the profit and loss. |
| Share Based Payments |
Share based remuneration expensed in the period in which the related service occurs. |
Significant - All share based payments recognised as assets and recorded as expenses over the relevant vesting period. Will result in reduced reported profits. |
| Deferred Tax Assets and Liabilities |
Deferred tax will be calculated using the "balance sheet" approach. |
Insignificant - May result in the recognition of more deferred tax assets and liabilities. Tax effect accounting will follow the underlying transaction under IFRS, with some tax effects recognised in equity. |


Debt Re-financing

- $\triangleright$ Approached US Private Placement market in January 2005
- $\triangleright$ Looked to fund US\$200m for Equiserve cash component
- $\triangleright$ Offers from 24 institutions for over US\$730m
- $\triangleright$ Accepted offers from 12 institutions for US\$318m for funding between 6 and 12 years
- $\triangleright$ Rates average around US Treasuries plus 105bps (swaps to LIBOR + 65bps)
- $\triangleright$ Moved average term on debt from little over 1 year to almost 6.5 years
- $\triangleright$ To settle in March 2005, surplus used to pay down bank debt

$\triangleright$ EPS up 20% to 10.21 cents per share
$\triangleright$ Revenue up 26% to \$502.1m




Australia

New Zealand
Regional Highlights - Asia/Pacific


≻ Management of Unit Trusts (Mutual Funds) with technology from Indian Joint Venture
- ≻Expanding Plans business into Asia
- $\triangleright$ Continuing to seek opportunities in Japan and Korea


Ireland

Regional Highlights - EMEA

Strategic Opportunities - EMEA

$\triangleright$ UK
$\triangleright$ NHS Hospitals
- $\triangleright$ Expect to increase revenues 3-4 times over the next few years
- $\triangleright$ Building on success in this project to create further opportunities downstream
$\triangleright$ CORGI
$\triangleright$ Similar legislation to be introduced in Ireland
$\triangleright$ Europe
- $\triangleright$ Opportunities for further expansion to position CPU to benefit from:
- $\triangleright$ Expected market infrastructure changes;
- $\triangleright$ Potential consolidation of some European markets
- $\triangleright$ European harmonisation initiatives, in particular shareholder rights and corporate qovernance
$\triangleright$ South Africa
$\triangleright$ Black Empowerment Enterprise partner will help business objectives



United States of America
Canada
Regional Highlights - North America

Strategic Opportunities - North America

$\triangleright$ USA
- $\triangleright$ Capitalise on EquiServe acquisition
- $\triangleright$ Cross-Sell opportunities arising from EquiServe
- $\triangleright$ Further, potential growth opportunities as registry industry in USA re-evaluates following EquiServe acquisition
$\triangleright$ Canada & USA
$\triangleright$ Grow Fixed Interest services


EquiServe Update

- $\triangleright$ State regulatory approval received regarding competition aspects
- Awaiting OCC approval to transfer national Trust licence from EquiServe to Computershare
- $\triangleright$ Integration planning well advanced

Management of Global Business


Global P&L and/or Strategic Responsibility


Outlook

- $\triangleright$ Some early signs of improved pipeline activity in EMEA and North America that has excited the market
- $\triangleright$ But! Pipeline activity takes time to convert to revenue for our businesses
- $\triangleright$ At this time we remain with our previous guidance of:
- $\triangleright$ Revenue growth > 10%
- $\triangleright$ Growth in EPS > 20%


QUESTIONS?



First Half FY2005 Results Presentation
17 February 2005


Appendix: Interim Results 2005 Presentation
17 February 2005

42
Appendix 1: Group Comparisons

Group Comparisons
43

Revenue Breakdown

| 1H05 | 1H04 | Var | |
|---|---|---|---|
| Register Maintenance | 238.1 | 215.1 | 11% |
| Corporate Actions | 78.2 | 74.7 | 5% |
| Stakeholder Relationship M'ment | 43.7 | 15.7 | 178% |
| Employee Share Plans | 59.6 | 45.7 | 30% |
| Document Services | 28.4 | 21.2 | 34% |
| Mutual Funds | 18.8 | 0.8 | n/a |
| Technology & Other Revenues | 35.3 | 26.3 | 34% |
| Total Revenue | 502.1 | 399.5 | 26% |
Note: Included in the revenue results are \$35.8 m of Margin Income (1H04: \$26.6 m) and \$83.2m of Recoverable Income (1H04: \$54.3 m). 1H04 restated for cost of sales adjustment.

Half Year Comparisons - Revenue


Regional Analysis - Revenue


Half Year Comparisons - Operating Costs


Effective Tax Rate

Computershare
- $\triangleright$ Headline effective tax rate for 1H05 is 18.2% (1H04 20.8%).
- $\triangleright$ Normalised headline effective tax rate for 1H05 is 23.0% (1H04 31.7%).
- $\triangleright$ The underlying effective tax rate (the tax rate adjusted for one off, non recurring items and non deductible goodwill charges) for 1H05 is 14.6% (1H04 $27.7\%$ ).

Key Financial Ratios





Risk Management - Interest Rate Sensitivity


Interest Rate Hedging
Strategy: Minimise downside risk in $\blacksquare$ low interest rate environment
Policy:
- Minimum hedge of 25% / Maximum hedge of 75%
- Minimum term 1 year / $\blacksquare$ Maximum term 5 years
- Current hedging: 40%
Computershare
Risk Management - Average Funds Balances for 6 months ending 31 December 2004



Average Fund Balance - A\$3.6b
51
Computershare
Appendix 2: Country Summaries

Country Summaries
52

Australia Half Year Comparison


New Zealand Half Year Comparison


Hong Kong Half Year Comparison


United Kingdom Half Year Comparison


Ireland Half Year Comparison


South Africa Half Year Comparison


United States Half Year Comparison


Canada Half Year Comparison

