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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2010
Feb 9, 2010
64696_rns_2010-02-09_4f52c741-3d96-4d42-a0ad-e6ef5584e250.pdf
Interim / Quarterly Report
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ASX PRELIMINARY HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2009
Lodged with the ASX under Listing Rule 4.2A.3.
This information should be read in conjunction with the 30 June 2009 Annual Report.
Contents
| Results for announcement to the market_(Appendix 4D item 2)_ | 2 |
|---|---|
| Half-year report_(ASX Listing rule 4.2A1)_ | 3 |
| Supplementary Appendix 4D information_(Appendix 4D items 3 to 9)_ | 27 |
| Corporate Directory | 29 |
This half-year report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial statements are presented in United States dollars.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 December 2009 (Previous corresponding period half-year ended 31 December 2008) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| US$ | ||||
|---|---|---|---|---|
| ‘000s | ||||
| Revenue from ordinary activities (Appendix 4D item 2.1) |
up | 3.0% | to | 800,755 |
| Profit/(loss) from ordinary activities after tax | ||||
| attributable to members (Appendix 4D item 2.2) |
up | 29.8% | to | 169,884 |
| Net profit/(loss) for the period attributable to | ||||
| members | up | 29.8% | to | 169,884 |
| (Appendix 4D item 2.3) | ||||
| Dividends | Amount per security | Franked amount per | ||
| (Appendix 4D item 2.4) | security | |||
| Final dividend_(prior year)_ | AU 11 cents | 50% | ||
| Interim dividend | AU 14 cents | 50% |
Record date for determining entitlements to the interim dividend 22 February 2010. (Appendix 4D item 2.5)
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year is $800,754,562, an increase of 3.0% over the last corresponding period. The increase in revenue was largely due to contributions from the US bankruptcy administration business acquired in April 2009, the US Mutual Fund solicitation business and Computershare Voucher Services in the UK which was acquired midway through the comparative period, as well as IPOs predominantly in the Hong Kong market.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
The current half-year statutory EBITDA result is $277,290,918 including significant items, an increase of 24.7% over the last corresponding period. Net profit after tax attributable to members is $169,884,328, an increase of 29.8% over the last corresponding period. The increase was underpinned by continued expenditure focus, with controllable costs falling 3% from the last corresponding period despite acquisitions and large project related work in relation to Hong Kong IPOs and the US Mutual Fund proxy solicitation business.
The Group’s effective tax rate is 27.6% for the half-year ended 31 December 2009. The Group’s effective tax rate for the comparative six month period was 25.7%.
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 2009/10 financial year of AU 14 cents per share. This dividend is franked to 50%.
- 2 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 December 2009
| Contents | |
|---|---|
| Directors’ report | 4 |
| Auditor’s independence declaration | 6 |
| Consolidated statement of comprehensive income | 7 |
| Consolidated statements of financial position | 8 |
| Consolidated statement of changes in equity | 9 |
| Consolidated cashflow statement | 10 |
| Notes to the consolidated financial statements | 11 |
| Directors’ declaration | 23 |
| Statement to the Board of Directors | 24 |
| Independent auditor’s review report to the members | 25 |
This interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2009 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 .
- 3 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
The Board of Directors of Computershare Limited (the Company) has pleasure in submitting its report in respect of the financial half-year ended 31 December 2009.
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
Simon David Jones Dr Markus Kerber (retired 11 November 2009) Arthur Leslie Owen Anthony Norman Wales Nerolie Phyllis Withnall
Executive
Christopher John Morris Executive Chairman William Stuart Crosby Managing Director and Chief Executive Officer Penelope Jane Maclagan Group Information Technology Director
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the course of the half-year were the operations of Investor Services, Plan Services, Communication Services, Business Services, Stakeholder Relationship Management Services 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.
-
The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.
-
The Business Services comprise the provision of bankruptcy and class action administration services, voucher services, meeting services, and corporate trust services.
-
The Stakeholder Relationship Management Services provide investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
-
Technology Services include the provision of software specialising in share registry and financial services.
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 various federal, provincial and state agencies and undergoes periodic examinations by those regulatory agencies.
REVIEW OF OPERATIONS
Statutory basic earnings per share has increased by 29.8% to 30.57 cents. The Group has recorded an operating profit before tax of $239.7 million for the half-year ended 31 December 2009 (2008: $179.2 million). Total revenue has increased by 3.0 % to $800.8 million (2008: $777.1 million) and operating cash flows have increased 29.3% to $206.7 million (2008: $159.9 million).
The management adjusted net profit after tax for the half-year ended 31 December 2009 was $174.4 million (2008: $145.2 million).
The outstanding result for the six months to 31 December 2009 was underpinned by continued expenditure focus, with controllable costs falling 3% over the last corresponding period despite acquisitions and large project related work in relation to Hong Kong IPOs and the US Mutual Fund proxy solicitation business.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
CONSOLIDATED PROFIT
The profit of the consolidated entity for the half-year was $169.9 million after deducting income tax and non controlling interests.
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 2009 was declared on 12 August 2009 and paid on 23 September 2009. This was an ordinary dividend of AU 11 cents per share, franked to 50.0%, amounting to AU$61,121,946 (US$52,744,706).
-
An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 16 March 2010, of AU 14 cents per share, franked to 50.0% and amounting to AU $77,791,568 based on shares on issue as at 31 December 2009. The dividend was not declared until 10 February 2010 and accordingly no provision has been recognised at 31 December 2009.
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.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s 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.
==> picture [186 x 24] intentionally omitted <==
==> picture [117 x 44] intentionally omitted <==
C.J. Morris, Executive Chairman
W.S. Crosby, Director
10 February 2010
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==> picture [33 x 32] intentionally omitted <==
PricewaterhouseCoopers ABN 52 780 433 757
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website: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 2009, 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.
==> picture [137 x 49] intentionally omitted <==
Simon Gray Partner PricewaterhouseCoopers
Melbourne 10 February 2010
Liability limited by a scheme approved under Professional Standards Legislation
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
| Note Revenues from continuing operations Sales revenue Other revenue Total revenue from continuing operations Other income Expenses Direct services Technology services Corporate services Finance costs Total expenses Share of net profit/(loss) of associates and joint ventures accounted for using the equity method Profit/(loss) before related income tax expense Income tax expense 2 Profit for the half-year Other comprehensive income Available-for-sale financial assets Cash flow hedges Exchange differences on translation of foreign operations Income tax relating to components of other comprehensive income Other comprehensive income for the half year, net of tax Total comprehensive income for the half year Profit for the half year is attributable to: Members of Computershare Limited Non-controlling interest Total comprehensive income for the half year is attributable to: Members of Computershare Limited Non-controlling interest Basic earnings per share (cents per share) 7 Diluted earnings per share (cents per share) 7 |
Half-year 2009 2008 US $000 US $000 798,254 772,887 2,501 4,170 |
|---|---|
| 800,755 777,057 |
|
| 6,711 15,508 457,881 480,055 81,836 85,245 20,386 24,456 10,634 23,333 |
|
| 570,737 613,089 |
|
| 2,960 (325) |
|
| 239,689 179,151 66,237 45,974 |
|
| 173,452 133,177 |
|
| 2,454 (3,328) (15,316) 67,179 39,308 (110,002) 2,992 (3,923) |
|
| 29,438 (50,074) |
|
| 202,890 83,103 |
|
| 169,884 130,871 3,568 2,306 |
|
| 173,452 133,177 |
|
| 199,322 3,568 80,797 2,306 |
|
| 202,890 83,103 |
|
| 30.57 23.55 30.41 23.47 |
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
| CURRENT ASSETS Cash and cash equivalents Receivables Financial assets held for trading Available-for-sale financial assets at fair value Other financial assets Inventories Current tax assets Derivative financial instruments Other current assets Total Current Assets NON-CURRENT ASSETS Receivables Investments accounted for using the equity method Available-for-sale financial assets at fair value Property, plant & equipment Deferred tax assets Derivative financial instruments Intangibles Total Non-Current Assets Total Assets CURRENT LIABILITIES Payables Interest bearing liabilities Current tax liabilities Provisions Deferred consideration Total Current Liabilities NON-CURRENT LIABILITIES Payables Interest bearing liabilities Deferred tax liabilities Provisions Derivative financial instruments Deferred consideration Other Total Non-Current Liabilities Total Liabilities NET ASSETS EQUITY Parent entity interest Contributed equity - ordinary shares Reserves Retained profits Total parent entity interest Non controlling interest Total Equity |
31 December 2009 30 June 2009 US $000 US $000 226,007 180,422 237,868 263,414 1,912 1,987 351 10,215 20,265 35,317 7,280 7,775 10,894 14,680 6,888 3,879 14,486 19,325 |
|---|---|
| 525,951 537,014 |
|
| 4,627 4,003 18,168 15,806 6,070 6,302 125,197 90,810 45,545 69,010 53,844 69,668 1,764,399 1,704,925 |
|
| 2,017,850 1,960,524 |
|
| 2,543,801 2,497,538 |
|
| 261,294 323,075 372,090 116 27,829 28,277 40,998 44,781 3,798 18,686 |
|
| 706,009 414,935 |
|
| 1,084 2,179 580,136 974,216 103,230 105,989 44,823 44,860 505 684 44,757 45,606 9,171 7,900 |
|
| 783,706 1,181,434 |
|
| 1,489,715 1,596,369 |
|
| 1,054,086 901,169 |
|
| 29,888 29,888 132,809 99,793 881,019 763,879 |
|
| 1,043,716 893,560 10,370 7,609 |
|
| 1,054,086 901,169 |
The above statement of financial position should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
Attributable to members of Computershare Limited
| Consolidated Balance at 1 July 2009 Total equity Profit for the half year Available-for-sale financial assets Cash flow hedges Exchange differences on translation of foreign operations Income tax (expense) / credits Total comprehensive income Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Dividends provided for or paid Transfer to OEI equity Share based remuneration Balance at 31 December 2009 Consolidated Balance at 1 July 2008 Total equity Profit for the half year Available-for-sale financial assets Cash flow hedges Exchange differences on translation of foreign operations Income tax (expense) / credits Total comprehensive income Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Dividends provided for or paid Share based remuneration Balance at 31 December 2008 |
Contributed Equity Reserves Retained Earnings Total Non- controlling Interest Total Equity US $000 US $000 US $000 US $000 US $000 US $000 29,888 99,793 763,879 893,560 7,609 901,169 |
|---|---|
| 29,888 99,793 763,879 893,560 7,609 901,169 |
|
| - - 169,884 169,884 3,568 173,452 - 2,454 - 2,454 - 2,454 - (15,316) - (15,316) - (15,316) - 39,308 - 39,308 - 39,308 - 2,992 - 2,992 - 2,992 |
|
| - 29,438 169,884 199,322 3,568 202,890 |
|
| - - - - (539) (539) - - (52,744) (52,744) (1,033) (53,777) - (765) - (765) 765 - - 4,343 - 4,343 - 4,343 |
|
| 29,888 132,809 881,019 1,043,716 10,370 1,054,086 |
|
| Contributed Equity Reserves Retained Earnings Total Non- controlling Interest Total Equity US $000 US $000 US $000 US $000 US $000 US $000 31,689 126,437 600,794 758,920 11,276 770,196 |
|
| 31,689 126,437 600,794 758,920 11,276 770,196 |
|
| - - 130,871 130,871 2,306 133,177 - (3,328) - (3,328) - (3,328) - 67,179 - 67,179 - 67,179 - (110,002) - (110,002) - (110,002) - (3,923) - (3,923) - (3,923) |
|
| - (50,074) 130,871 80,797 2,306 83,103 |
|
| - - - - (5,827) (5,827) - - (50,044) (50,044) (1,270) (51,314) - (5,504) - (5,504) - (5,504) |
|
| 31,689 70,859 681,621 784,169 6,485 790,654 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASHFLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
| Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Dividends received Interest paid and borrowing costs Interest received Income taxes paid Net cash inflow from operating activities 8 CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of subsidiaries and businesses, net of cash acquired Payments for investment in associated entities and joint ventures Dividends received Payments for investment in listed & unlisted entities Payments for property, plant and equipment Proceeds from sale of assets Proceeds from sale of subsidiaries and businesses, net of cash disposed Other Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Payments for purchase of ordinary shares for employee share plans Proceeds from borrowings Repayment of borrowings Dividends paid - ordinary shares Dividends paid - non controlling interest in subsidiary Proceeds from finance leases Repayment of finance leases Net cash outflow from financing activities Net increase (decrease) in cash held Cash at the beginning of the financial year Exchange rate variations on foreign cash balances Cash at the end of the half-year |
Half-year 2009 2008 US $000 US $000 859,257 854,681 (595,612) (618,772) 720 388 (12,573) (18,813) 1,781 2,859 (46,854) (60,417) |
|---|---|
| 206,719 159,926 |
|
| (46,499) (141,152) (225) (4,442) 1,129 1,381 (67) (14,591) (44,845) (12,677) 14,401 663 - 16,905 - (3,378) |
|
| (76,106) (157,291) |
|
| (5,417) (8,511) 215,098 604,163 (240,619) (496,015) (52,744) (50,044) (1,033) (1,270) - (1,241) (2,921) (831) |
|
| (87,636) 46,251 |
|
| 42,977 48,886 180,422 124,235 2,608 (17,457) |
|
| 226,007 155,664 |
The above cash flow statement should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL STATEMENTS
The general purpose financial statements for the interim half-year reporting period ended 31 December 2009 have been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001 . The half-year financial statements of Computershare Limited and its controlled entities also comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.
The half year financial statements have been prepared on a going concern basis. As at 31 December 2009, the consolidated group has a net current asset deficiency of $180.1 million due to the Group’s multicurrency loan facility being classified as a current liability as it expires in October 2010.
The Directors have decided not to refinance the multi-currency facility prior to 31 December 2009 as there are significant costs savings to the Group in continuing the existing facility.
Management and the Directors consider there is no significant uncertainty in relation to the Group’s ability to continue on a going concern basis after having regard to the following factors:
-
The Group has forecast ongoing positive operating cash flows;
-
The Group is in positive discussions with the multi-currency facility lenders with the intention of refinancing prior to 30 June 2010; and
-
The Directors are satisfied that, in the event the Group does not renew the multi-currency facility, alternative financing options will be available
Accordingly no adjustments have been made to the financial statements.
The interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2009 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 the Australian Stock Exchange Listing Rules.
Where necessary, comparative figures have been adjusted to comply with the changes in presentation in the current period.
The principal accounting policies adopted in the preparation of the financial statements are consistent with those of the previous financial year and corresponding interim reporting period, except as set out below.
Changes in accounting policy
The following changes resulted from the new or revised accounting standards which became operative for the annual reporting period commencing on 1 July 2009:
-
Presentation of financial statements - Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101
-
Principles of consolidation – revised AASB 127 Consolidated and Separate Financial Statements and changes made by AASB 2008-7 Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
-
Business Combinations – revised AASB 3 Business Combinations
-
Segments – new AASB 8 Operating Segments
-
11 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
Presentation of financial statements
The revised AASB 101 requires the presentation of statement of comprehensive income and makes changes to the statement of changes in equity but does not affect any of the amounts recognised in the financial statements. Items of income and expense not recognised in profit or loss are now disclosed as components of ‘other comprehensive income’. The Group has applied the new presentation rules in this interim report. The comparatives for 31 December 2008 have also been restated.
Principles of consolidation
AASB 127 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. This is different to the Group’s previous accounting policy where transactions with non-controlling interests were treated as transactions with parties external to the group.
Dividends received from investments in subsidiaries, jointly controlled entities or associates after 1 July 2009 are recognised as revenue even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a result of the dividend payment. Under the entity’s previous policy, theses dividends would have been deducted from the cost of the investment.
The changes were implemented prospectively from 1 July 2009.
Business combinations
AASB 3 (revised) continues to apply the acquisition method to business combinations, but with some significant changes.
All payments to purchase a business are now recorded at fair value at the acquisition date, with contingent payments classified as debt or equity. After the initial measurement period contingent consideration classified as equity is not remeasured. Changes to the fair value of debt contingent consideration that are not initial measurement period adjustments are recorded in the statement of comprehensive income. Under the Group’s previous policy, contingent payments were only recognised when the payments were probable and could be measured reliably and were accounted for as an adjustment to goodwill.
Acquisition-related costs are expensed as incurred. Previously, they were recognised as part of the cost of acquisition and therefore included in goodwill.
In a business acquisition achieved in stages, the previously held equity interest in the acquiree is remeasured to the acquisition-date fair value. The resulting gain or loss is recorded in the statement of comprehensive income. Under the previous policy no such re-measurement was performed.
Non-controlling interests in an acquiree will be now recognised either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. This decision is made on an acquisition-byacquisition basis. Under the previous policy, the non-controlling interest was always recognised at its share of the acquiree’s net assets.
If the Group recognises acquired deferred tax assets after the initial acquisition accounting there will no longer be any adjustment to goodwill. As a consequence, the recognition of the deferred tax asset will increase the Group’s net profit after tax.
The above changes were implemented prospectively from 1 July 2009 and affected the accounting for the acquisitions disclosed in note 4.
Segment information
The Group has applied AASB 8 Operating Segments from 1 July 2009. AASB 8 requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. The previously reported geographic segment Asia Pacific has been disaggregated into two separate segments: Australia and New Zealand and Asia. Similarly the previously reported North America segment has been
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
disaggregated into two segments: United States and Canada. Additionally, a non-geographic segment of Technology Services has been identified.
Operating segments are now reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Chief Executive Officer (CEO).
As goodwill is allocated by management to groups of cash-generating units on a segment level, the change in reportable segments has required a reallocation of goodwill. This has not resulted in any impairment of goodwill. There has been no further impact on the measurement of the company’s assets and liabilities. Comparatives for 31 December 2008 have been restated.
2. RECONCILIATION OF INCOME TAX EXPENSE
| a) Income tax expense Current tax expense Deferred tax expense Under (over) provided in prior years Total income tax expense Deferred income tax (revenue) expense included in income tax expense comprises: Decrease (increase) in deferred tax assets (Decrease) increase in deferred tax liabilities b) Numerical reconciliation of income tax expense to prima facie tax payable Profit from continuing operations before income tax expense 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% Tax effect of permanent differences: Non-deductible expenses (including depreciation and amortisation) Research and development allowance Tax losses recognised not previously brought to account Non-deductible asset write-downs Non-assessable capital gains Share based payments Losses not deductible Other deductible items Other Differential in overseas tax rates Restatement of deferred tax balances due to income tax rate changes Prior year tax (over)/under provided Income tax expense |
Half-year 2009 2008 US $000 US $000 40,171 59,884 26,188 (12,648) (122) (1,262) |
|---|---|
| 66,237 45,974 |
|
| 7,847 (11,896) 18,341 (752) |
|
| 26,188 (12,648) |
|
| 239,689 179,151 71,907 53,745 898 609 (1,188) (1,347) 113 - - 2,728 - (2,954) 53 266 - 1,968 (6,754) (6,542) (2,350) (1,508) 2,354 248 1,726 23 (522) (1,262) |
|
| 66,237 45,974 |
c) Amounts recognised directly in equity
Aggregate deferred tax arising in the reporting period and not recognised in net profit or loss but directly debited or credited to equity
Net deferred tax – debited (credited) directly to equity
| (4,650) | 2,186 |
|---|---|
| (4,650) | 2,186 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
3. DIVIDENDS
| 3. DIVIDENDS | ||
|---|---|---|
| Half-year | ||
| 2009 | 2008 | |
| US $000 | US $000 | |
| Ordinary shares | ||
| Dividends provided for or paid during the half-year | 52,744 | 50,044 |
| Dividends not recognised at the end of the half-year | ||
| In addition to the above dividends, since the end of the half-year the directors have | ||
| declared the payment of an interim dividend of AU 14 cents per fully paid ordinary share, | ||
| franked to 50%. As the dividend was not declared until 10 February 2010, a provision has | ||
| not been recognised as at 31 December 2009. |
4. BUSINESS COMBINATION
- a) During the half-year Computershare acquired 100% ownership of I-nvestor Holdings A/S and the transfer agent business of the National City Bank for cash consideration of USD 30.9 million. These business combinations did not individually contribute materially to total revenue or net profit of the Group. The assets and liabilities arising from the acquisitions are as follows:
The assets and liabilities arising from the acquisitions and goodwill are as follows:
| Cash Receivables Intangible assets Tax asset Payables Tax provisions Net assets acquired Less: non-controlling interest Add: Goodwill |
Total Acquiree’s carrying amount US $000 3,465 122 516 140 (780) (390) |
|---|---|
| 3,073 | |
| - 27,825 |
|
| 30,898 |
The carrying values at the date of acquisition were equal to the provisional fair value for all net assets acquired. The goodwill is attributable to the expected future cashflows of the business associated with collective experience of management and staff, including ongoing customer relationships and synergies expected to be achieved as a result of the full integration into the Group. Total profit since acquisition date for the above acquisitions, or for the whole period if the acquisitions had occurred at the start of the period, was not significant to the Group.
There are no material contingent consideration arrangements in relation to the above acquisitions. Acquisition related costs and fair value of trade and other receivables acquired are immaterial to the Group.
Where acquisitions have been made during the period, the company has 12 months from acquisition date in which to finalise the necessary accounting, including the calculation of goodwill. Until the expiry of the 12 month period provisional amounts have been included in the consolidated results.
In accordance with accounting policy, the acquisition accounting for the IML Holland, Eventbookings Limited and Electronic Data Filing Inc business combinations have been finalised. The following adjustments have been made to the provisional values recognised during the current reporting period.
| US $000 | |
|---|---|
| Recognition of intangible assets separately from goodwill | 1,044 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
- b) During the year Computershare acquired the remaining 3.41% stake for VEM Aktienbank AG for cash consideration of USD2.4 million.
5. SEGMENT INFORMATION
The operating segments presented reflect the manner in which the Group has been internally managed and the financial information reported to the CEO in the current financial year. Management has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.
The business is managed through six operating segments, five of which are geographic: Australia and New Zealand, Asia, Europe & Middle East & Africa (EMEA), United States and Canada. The Asia segment comprises of operations in India, Hong Kong, China, Singapore and Japan. The EMEA segment comprises of operations in UK, Ireland, Germany, South Africa, Russia and other European countries. Additionally, a separate Technology Services segment has been identified, which comprises the provision of software specialising in share registry, employee plans and financial services globally. It is both a research and development function for which discrete financial information is reviewed by the CEO.
In each of the five geographic segments the consolidated entity offers its core products and services: Investor Services, Business Services, Plan Services, Communication Services and Stakeholder Relationship Management Services. Investor Services comprise the provision of register maintenance, company meeting logistics, payments and full contact centre and online services. Business Services comprise the provision of voucher administration, bankruptcy administration services, interactive meeting services and other ancillary services. Plan Services comprise the administration and management of employee share and option plans. Communication Services comprise laser imaging, intelligent mailing, scanning and electronic communications delivery. Stakeholder Relationship Management Services comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
None of the corporate entities have been allocated to the operating segments. Corporate entities’ main purpose is to hold intercompany investments and conduct financing activities.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
5. SEGMENT INFORMATION CONTINUED
OPERATING SEGMENTS
| December 2009 Total segment revenue Management adjusted EBITDA Total segment assets |
Australia & New Zealand Asia EMEA United States Canada Technology Services Total US $000 US $000 US $000 US $000 US $000 US $000 US $000 |
|---|---|
| 185,596 63,961 173,199 291,559 86,132 81,902 882,349 57,446 29,601 70,846 69,645 39,427 10,324 277,289 264,722 120,716 506,489 1,065,163 176,157 47,552 2,180,799 |
December 2008
| Total segment revenue | 179,108 | 45,524 | 229,906 | 225,469 | 96,682 | 85,390 | 862,079 |
|---|---|---|---|---|---|---|---|
| Management adjusted EBITDA | 46,385 | 11,553 | 90,188 | 35,900 | 47,317 | 9,557 | 240,900 |
| Total segment assets | 209,927 | 109,359 | 406,215 | 870,952 | 168,328 | 42,311 | 1,807,092 |
Segment revenue
The revenue reported to the CEO is measured in a manner consistent with that of the income statements. Sales between segments are included in the total segment revenue, whereas sales within a segment have been eliminated from segment revenue. Sales between segments are at normal commercial rates and are eliminated on consolidation.
Segment revenue reconciles to total revenue from continuing operations as follows:
| Total operating segment revenue Intersegment eliminations Other/corporate revenue Total revenue from continuing operations |
Half-year 2009 2008 US $000 US $000 882,349 862,079 (82,514) (85,901) 920 879 |
|---|---|
| 800,755 777,057 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
5. SEGMENT INFORMATION CONTINUED
Management adjusted EBITDA
The CEO assesses the performance of the operating segments based on a measure of management adjusted EBITDA (Note 7). In 2009 and 2010 this measure excludes restructuring provisions, redundancy costs, marked to market adjustments relating to derivatives and profit or loss on disposal of controlled entities.
A reconciliation of management adjusted EBITDA to operating profit before income tax is provided as follows:
| Management adjusted EBITDA - operating segments Management adjusted EBITDA - corporate Management adjusted EBITDA Management adjustment items (before amortisation and income tax expense): Profit on disposal of controlled entities and business units VEM asset write-down Redundancy provisions Acquisition provisions no longer required Marked to market adjustments - derivatives Finance cost Depreciation and amortisation expense Profit before income tax from continuing operations |
Half-year 2009 2008 US $000 US $000 277,289 240,900 (2,442) (2,310) |
|---|---|
| 274,847 238,590 - 6,927 - (14,657) 1,716 (7,971) - 1,155 728 (1,591) (10,634) (23,333) (26,968) (19,969) |
|
| 239,689 179,151 |
Total assets
Assets are allocated based on the operations of the segment and the physical location of the asset and are measured in a manner consistent with that of the financial statements.
Cash and cash equivalents, current and non-current investments, current and deferred tax assets and current and non-current derivative assets are not allocated to the operating segments.
Reportable segments’ assets are reconciled to total assets as follows:
| Total operating segment assets Unallocated/corporate assets: Deferred tax assets Current tax assets Cash and cash equivalents Current and non-current investments Current and non-current derivative assets Other Total assets as per balance sheet |
Half-year 2009 2008 US $000 US $000 2,180,799 1,807,092 45,545 89,136 10,894 17,588 226,007 155,664 7,736 13,859 55,537 17,283 88,821 21,757 |
|---|---|
| 2,543,801 2,193,917 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
6. EQUITY SECURITIES ISSUED
There has been no issue of ordinary shares, nor shares bought back on market and cancelled during the half year ended 31 December 2009.
7. EARNINGS PER SHARE
| Half-year end 31 December 2009 Earnings per share (cents per share) Net profit Non-controlling interest (profit)/loss Add back net management adjustment items (see below) Net profit attributable to members of Computershare Limited Weighted average number of ordinary shares used as denominator in calculating basic earnings per share Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share Half-year end 31 December 2008 Earnings per share (cents per share) Net profit Non-controlling interest (profit)/loss Add back net management adjustment items (see below) Net profit attributable to members of Computershare Limited Weighted average number of ordinary shares used as denominator in calculating basic earnings per share Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share |
Calculation of Basic EPS Calculation of Diluted EPS Calculation of Management Basic EPS Calculation of Management Diluted EPS US $000 US $000 US $000 US $000 30.57cents 30.41cents 31.38cents 31.21cents 173,452 173,452 173,452 173,452 (3,568) (3,568) (3,568) (3,568) - - 4,493 4,493 |
|---|---|
| 169,884 169,884 174,377 174,377 |
|
| 555,654,059 555,654,059 558,728,870 558,728,870 23.55cents 23.47cents 26.14cents 26.05cents 133,177 133,177 133,177 133,177 (2,306) (2,306) (2,306) (2,306) - - 14,375 14,375 |
|
| 130,871 130,871 145,246 145,246 |
|
| 555,654,059 555,654,059 557,539,240 557,539,240 |
Management adjustment items
Included in the consolidated statement of comprehensive income are the following management adjustment items that are material because of their nature, size or incidence:
For the half-year ended 31 December 2009:
| Redundancy provisions no longer required (net of tax) Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax) Net significant item income/(expense) |
Total US $000 1,716 469 (6,678) |
|---|---|
| (4,493) |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
For the half-year ended 31 December 2008:
| f-year ended 31 December 2008: | |
|---|---|
| Redundancy provisions (net of tax) Acquisition provisions no longer required (net of tax) VEM asset write-downs (net of tax) Profit on sale of controlled entities and business units (net of tax) Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax) Net significant item income/(expense) |
Total US $000 (4,813) 642 (14,025) 6,857 (844) (2,192) |
| (14,375) |
8. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES
| Net profit after income tax Adjustments for non-cash income and expense items: - Depreciation and amortisation - (Profit)/loss on sale of assets - Share of net (profit)/loss of associates and joint ventures accounted for using equity method - Derivative financial instruments - Employee benefits – share based payments - VEM asset write downs Changes in assets and liabilities: - (Increase)/decrease in accounts receivable - (Increase)/decrease in inventory - (Increase)/decrease in other assets - Increase/(decrease) in tax balances - Increase /(decrease) in payables and provisions - Increase/(decrease) in reserves Net cash provided by operating activities |
Half-year 2009 2008 US $000 US $000 173,452 133,177 26,968 19,969 522 (5,356) (2,960) 325 (1,308) 2,778 10,114 8,033 - 14,720 31,359 48,094 722 4,251 5,361 (965) 19,383 (14,444) (57,620) (13,123) 726 (37,533) |
|---|---|
| 206,719 159,926 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
9. 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 USD550,000,000 (30 June 2009: USD550,000,000) have been given to the consolidated entity’s bankers by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK)(No. 3) Ltd, Computershare Finance Company Pty Ltd and Computershare US General Partnership under a Multicurrency Revolving Facility Agreement dated 4 October 2007 and subsequently amended on 26 March 2008.
Bank guarantees of AUD500,000 (30 June 2009: AUD500,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd. Bank guarantees of AUD497,713 (30 June 2009: AUD497,713) have been given in respect of facilities provided to Computershare Ltd. A bank guarantee of AUD500,000 (30 June 2009: AUD500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd. Bank guarantees of AUD218,853 (30 June 2009: AUD215,888) have been given in respect of facilities provided to Computershare Investor Services Pty Ltd. Bank guarantees of AUD1,371,739 (30 June 2009: AUD1,121,739) have been given in respect of facilities provided to Computershare Communication Services Pty Ltd. A bank guarantee of AUD411,427 (30 June 2009: AUD411,427) has been given in respect of facilities provided to Communication Services Australia Pty Ltd.
A performance guarantee of ZAR15,000,000 (30 June 2009: ZAR15,000,000) has been given by Computershare Limited (South Africa) to provide security for the performance of obligations as a Central Securities Depositor Participant.
A guarantee of USD3,526,461 (30 June 2009: USD3,526,461) has been given by Computershare US Services Inc. as security for healthcare administration services in USA.
A guarantee of ZAR565,000 (30 June 2009: ZAR565,000) has been given by Computershare South Africa (Pty) Ltd to provide for electricity services.
Guarantees of USD1,679,929 (30 June 2009: USD2,099,929) have been given by Computershare Investor Services LLC and Computershare US Services Inc. as security for bonds in respect of leased premises.
Bank guarantees of HKD977,621 (30 June 2009: HKD977,621) have been given by Computershare Hong Kong Investor Services Limited as security for bonds in respect of leased premises.
A bank guarantee of ZAR850,000 (30 June 2009: ZAR850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.
Land charges of EUR280,000 (30 June 2009: EUR280,000) have been surrendered by Am Schonberg GmbH (Germany) to secure liabilities of the former parent company.
Contracts of EUR2,031,362 (30 June 2009: EUR1,576,396) have been entered into by VEM Aktienbank AG (Germany) due to delivery liabilities from securities lending.
Contracts of EUR nil (2009: EUR159,277) have been entered into by VEM Aktienbank AG (Germany) due to future lease payments.
Guarantees of AUD1,000,000 (30 June 2009: AUD1,579,901) have been given by Computershare Communication Services Australia as security for rental bonds, credit facilities and bureau services.
Guarantees and indemnities of USD553,500,000 (30 June 2009: USD553,500,000) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd, Computershare US General Partnership and Computershare Investments (UK)(No. 3) Ltd under a Note and Guarantee Agreement dated 22 March 2005 and 29 July 2008.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
9. CONTINGENT LIABILITIES CONTINUED
(b) Legal and Regulatory Matters
Due to the nature of operations, certain commercial claims in the normal course of business have been made against Computershare in various countries. An inherent difficulty in predicting the outcome of such matters exists, but in the opinion of the Company, based on current knowledge and consultation with legal counsel, we do not expect any material liability to the Group to eventuate. The status of all claims is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s Financial Statements.
(c) Other
The Group is subject to regulatory capital requirements administered by certain US and Canadian financial institutions and banking commissions. These requirements pertain to the trust company charter granted by these authorities. The Group is also subject to regulatory capital requirements administered by the Financial Services Authority in the UK and by Regulatory Authority for Financial Institutions of Germany in Germany. These requirements pertain to the trust company charter granted by the Financial Services Authority in the UK. In Germany, these requirements need to be met for underlying businesses. 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 ZAR455,000,000.
Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries is USD12,624,010 (30 June 2009: USD11,573,399). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated subsidiaries 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 AUD5,000,000 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 AUD5,000,000 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.
In consideration of the Australian Securities and Investments Commission agreeing to allow AUD5,000,000 to form part of the net tangible assets of Computershare Share Plans 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 Share Plans Pty Ltd, a AUD5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Share Plans Pty Ltd. The loan was made pursuant to a deed of subordination dated 5 July 2007.
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.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2009
10. PROPERTY, PLANT AND EQUIPMENT
During the six months ended 31 December 2009, Computershare purchased the UK office located in Bristol, United Kingdom for GBP21.6 million.
11. SIGNIFICANT EVENTS AFTER BALANCE DATE
On 27 October 2009, Computershare announced its intent to acquire 100% of HBOS Employee Equity Solutions, an employee share plan specialist based in the UK for a cash consideration of GBP36 million subject to working capital adjustments. The acquisition was approved by regulators on 28 January 2010. The net fair value of assets and liabilities arising from the acquisition, provisionally determined, is GBP6.5 million. The operating results and assets and liabilities of the acquired entity will be consolidated from 28 January 2010.
No other 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.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION
Directors’ Declaration
In the directors’ opinion:
-
(a) the financial statements and notes set out on pages 7 to 22 are in accordance with the Corporations Act 2001 , including:
-
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2009 and of its performance, for the half-year ended on that date; and
-
(b) there are reasonable grounds to believe that Computershare Limited will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the directors.
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-
C.J. Morris, Executive Chairman
-
W.S. Crosby, Director
Melbourne 10 February 2010
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENTS OF THE CEO AND CFO
Statement to the Board of Directors of Computershare Limited
The Chief Executive Officer and Chief Financial Officer state that:
-
(a) the financial records of the consolidated entity for the half year ended 31 December 2009 have been properly maintained in accordance with section 286 of the Corporations Act 2001 ; and
-
(b) the financial statements, and the notes to the financial statements, of the consolidated entity, for the half year ended 31 December 2009:
-
(i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(ii) give a true and fair view of the consolidated entity’s financial position as at 31 December 2009 and of its performance for the half year ended on that date.
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W.S. Crosby Chief Executive Officer
P.A. Barker Chief Financial Officer
10 February 2010
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PricewaterhouseCoopers ABN 52 780 433 757
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999
Independent auditor’s review report to the members of Computershare Limited
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Computershare Limited, which comprises the statement of financial position as at 31 December 2009, and the income statement, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, other selected explanatory notes and the directors’ declaration for the Computershare Limited Group (the consolidated entity). The consolidated entity comprises both Computershare Limited (the company) and the entities it controlled during that half-year.
Directors’ responsibility for the half-year financial report
The directors of the company are responsible for the preparation and fair presentation of the halfyear financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In note 1, the directors also state that the consolidated financial statements, comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.
Auditor’s responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2009 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Computershare Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become
Liability limited by a scheme approved under Professional Standards Legislation
- 25 -
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Independent auditor’s review report to the members of Computershare Limited (continued)
aware of all significant matters that might be identified in an audit. 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 have complied with the independence requirements of the Corporations Act 2001.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Computershare Limited:
-
(a) is not in accordance with the Corporations Act 2001 including:
-
(i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2009 and of its performance for the half-year ended on that date; and
-
(ii) complying with Accounting Standard AASB 134 Interim Financial Reporting and Corporations Regulations 2001.
-
(b) does not comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board as disclosed in note 1.
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PricewaterhouseCoopers
==> picture [137 x 49] intentionally omitted <==
Simon Gray Partner
Melbourne 10 February 2010
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
Net tangible asset backing per ordinary share
31 December 2009 31 December 2008 (1.38) (1.38)
Controlled entities acquired or disposed of (Appendix 4D item 4)
| Acquired | I-nvestor |
|---|---|
| Holdings A/S | |
| Date control gained | 25 August 2009 |
| US $000 | |
| Contribution to profit/(loss) from | |
| ordinary activities after tax in | |
| current period, where material | Immaterial |
| Profit/(Loss) from ordinary | |
| activities after tax during the whole | |
| of the previous corresponding | |
| period, where material | Immaterial |
There were no entities disposed of during the half year ended 31 December 2009.
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2009 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend | Franked amount per security |
Conduit foreign income amount per security |
|---|---|---|---|---|---|---|
| 24 August 2009 | 23 September 2009 | Final | AU 11 cents | AU $61,121,946 | AU 5.5 cents ** |
AU 5.5 cents |
| 22 February 2010 | 16 March 2010 | Interim | AU 14 cents | AU $77,791,568* | AU 7.0 cents ** |
AU 7.0 cents |
- based on 555,654,059 shares on issue as at 9 February 2010 ** dividend franked to 50%
Dividend reinvestment plans (Appendix 4D item 6)
The company has no dividend reinvestment plan in operation.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
Associates and Joint Venture entities (Appendix 4D item 7)
| Name | Place of | Principal activity | Ownership | Ownership | Consolidated | carrying |
|---|---|---|---|---|---|---|
| incorporation | interest | amount | ||||
| Dec | Jun | Dec 2009 | Jun 2009 | |||
| 2009 | 2009 | US $000 | US $000 | |||
| % | % | |||||
| Joint Ventures | ||||||
| Japan Shareholder Services | Japan | Investor Services | 50.0 | 50.0 | 1,421 | 1,591 |
| Computershare Pan Africa | ||||||
| Holdings (Pty) Limited | Mauritius | Investor Services | 60.0 | 60.0 | 10 | 10 |
| Associates | ||||||
| Registrar Nikoil Company JSC | Russia | Investor Services | 40.0 | 40.0 | 6,204 | 5,206 |
| Netpartnering Limited | United Kingdom | Investor Services | 25.0 | 25.0 | 2,758 | 2,995 |
| Milestone Group Pty Ltd | Australia | Technology Services | 20.0 | 20.0 | 6,295 | 4,699 |
| Janosch Film & Medien AG | Germany | Intellectual Property | 49.6 | 49.6 | - | - |
| Fonterelli GmbH & Co. KGaA | Germany | Investment Management | 48.9 | 49.0 | 1,154 | 1,243 |
| Asset Checker Limited | United Kingdom | Investor Services | 50.0 | 50.0 | 29 | 54 |
| Chelmer Limited | New Zealand | Technology Services | 50.0 | 50.0 | - | - |
| Computershare Investor Services | United Kingdom | |||||
| Ltd (Channel Islands) | Investor Services | 50.0 | 50.0 | 8 | 8 | |
| Computershare Trustees Limited | United Kingdom | |||||
| (Channel Islands) | Investor Services | 50.0 | 50.0 | - | - | |
| Computershare Nominees | United Kingdom | |||||
| Limited (Channel Islands) | Investor Services | 50.0 | 50.0 | - | - | |
| Reach Investor Solutions | Australia | Investor Services | 35.0 | - | 291 | - |
The share of net profit of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2009 is a profit of $3.0 million (2008: $0.3 million loss).
Foreign Entities
All foreign entities reports have been prepared under International Financial Reporting Standards.
Audit Status (Appendix 4D item 9)
This report is based on accounts which have been reviewed.
- 28 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
CORPORATE DIRECTORY
DIRECTORS
Christopher John Morris (Executive Chairman) William Stuart Crosby (Managing Director and Chief Executive Officer) Penelope Jane Maclagan Simon David Jones Arthur Leslie Owen Anthony Norman Wales Nerolie Phyllis Withnall
COMPANY SECRETARY Dominic Matthew Horsley
REGISTERED OFFICE
Yarra Falls 452 Johnston Street Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500
BANKERS
National Australia Bank Limited 500 Bourke Street Melbourne Victoria 3000
STOCK EXCHANGE LISTING Australian Stock Exchange Limited
SOLICITORS
Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000
AUDITORS
PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank Victoria 3006
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 5000 Facsimile +61 3 9473 2500
Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne Victoria 3000
The Royal Bank of Scotland Plc Corporate and Institutional Banking 135 Bishopsgate London EC2M 3UR
Bank of America N.A. Sydney Branch MLC Centre 19 Martin Place Sydney NSW 2000
Harris N.A 111 W. Monroe Street Chicago, Illinois
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