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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2015
Feb 10, 2015
64696_rns_2015-02-10_f3a331de-eb96-4558-aefa-3dbd19011614.pdf
Interim / Quarterly Report
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ASX HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2014
Lodged with the ASX under Listing Rule 4.2A
This information should be read in conjunction with the 30 June 2014 Annual Report.
| Contents | |
|---|---|
| Results for Announcement to the Market(Appendix 4D item 2) | 1 |
| Half-year report_(ASX Listing rule 4.2A1)_ | 6 |
| Supplementary Appendix 4D information_(Appendix 4D items 3 to 9)_ | 23 |
| Corporate Directory | 25 |
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 (unless otherwise stated).
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2014 (Previous corresponding period half-year ended 31 December 2013) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | |||||
|---|---|---|---|---|---|
| Revenuefrom ordinary activities | down |
1.7% |
to | 956,720 | |
| (Appendix 4D item 2.1) | |||||
| Profit/(loss)after tax attributable to members | down | 88.9% |
to | 15,498 | |
| (Appendix 4D item 2.2) | |||||
| Net profit/(loss)for the period attributable to members | down | 88.9% |
to | 15,498 | |
| (Appendix 4D item 2.3) | |||||
| Dividends | Amount per | security | Franked amount per security | ||
| (Appendix 4D item 2.4) | |||||
| Interim dividend | AU 15 cents | 20% | |||
| Final dividend (prior year) | AU 15 cents | 20% | |||
| Record datefor determining entitlements to the interim dividend_(Appendix 4D item 2.5)_ | 23 | February | 2015 |
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year is $956.7million, a decrease of 1.7% over the corresponding period. General business conditions are little changed from the comparative period. The overall fall in revenue was due to a range of factors including the impact of the maturity of a significant high yielding deposit facility in the US in December 2013, as well as the loss of a large client due to takeover in the Australian utilities back office administration business, the divestment of the Highlands Insurance LLC business and loss of a large subservicing contract in the loan servicing space during the second half of the financial year ended June 2014. UK employee plans revenue was also affected by share plan maturities and lower margin income while the sale of the Pepper Group affected stakeholder relationship management revenues. The strengthening US dollar against the Australian and Canadian dollars and to lesser extent the South African rand and Russian rouble were also a drag on revenue. On the positive side, the acquisition of Registrar and Transfer Company in the US (acquired May 2014), the Canadian Olympia asset (acquired December 2013) and Homeloan Management Limited in the UK (November 2014) all contributed additional revenue relative to the comparative period.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
Net profit after tax attributable to members is $15.5 million, a decrease of 88.9% over the previous corresponding period. The substantial decrease in net profit after tax was largely a result of a non-cash impairment charge of $109.5 million booked against the carrying value of goodwill related to the Voucher Services business (refer to note 11). In addition, the divestment of Highlands Insurance LLC, the loss of a major sub-servicing contract in the loan servicing business and the loss of a large client due to takeover in the Australian utilities back office administration business negatively impacted earnings. The strengthening US dollar negatively affected results across many regions, with the GBP appreciation the only meaningful exception. Lower yields on client balances were a significant drag on profits, predominantly affecting the US business as well as Canada and the UK. On the positive side, some large corporate actions in Canada, improvement in a number of Hong Kong business lines, contributions from acquisitions and related synergies as well as continued cost management focus favourably impacted earnings. Lower interest expense compared to the six months ended 31 December 2013 was also favourable.
Explanation of Net Profit/(loss) (Appendix 4D item 2.6)
Please refer above.
Explanation of Dividends (Appendix 4D item 2.6)
The Company has announced an interim dividend for the current financial year of AU 15 cents per share. This dividend is franked to 20%.
- 1 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 December 2014
| Contents | |
|---|---|
| Directors’ report | 3 |
| Auditor’s independence declaration | 5 |
| Consolidated statement of profit or loss and other comprehensive income | 6 |
| Consolidated statement of financial position | 7 |
| Consolidated statement of changes in equity | 8 |
| Consolidated cash flow statement | 9 |
| Notes to the consolidated financial statements | 10 |
| Directors’ declaration | 19 |
| Statement to the Board of Directors | 20 |
| Independent auditor’s review report to the members | 21 |
These interim financial statements do not include all the notes of the type normally included in the annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2014 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 .
- 2 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
The Board of Directors of Computershare Limited (the Company) present their report in respect of the financial half-year ended 31 December 2014.
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
Christopher John Morris (Chairman) Simon David Jones Markus Erhard Kerber Penelope Jane Maclagan Arthur Leslie Owen Nerolie Phyllis Withnall Tiffany Lee Fuller (appointed effective 1 October 2014) Joseph Mark Velli (appointed effective 1 October 2014)
Executive
Stuart James Irving (President and Chief Executive Officer)
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the course of the half-year were the operation 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 administration and management of employee share and option plans.
-
The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.
-
The Business Services operations comprise the provision of bankruptcy and class action administration services, voucher services, deposit protection services, corporate trust services, loan servicing activities and utility back office services.
-
The Stakeholder Relationship Management Services Group provides 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 entities are registered securities transfer agents. In addition, certain controlled entities 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, entities within the Group are subject to regulation by various federal, provincial and state agencies and undergo periodic examinations by those regulatory agencies.
REVIEW OF OPERATIONS
Statutory basic earnings per share have decreased by 88.9% to 2.79 cents. The Group has recorded an operating profit before tax of $47.5 million for the half-year ended 31 December 2014 (2013: $174.8 million). Total revenue has decreased to $956.7 million (2013: $972.9 million) and operating cash flows have decreased by $44.2 million to $147.7 million (2013: $191.9 million).
The substantial decrease in net profit after tax was largely a result of a non-cash impairment charge of $109.5 million booked against the carrying value of goodwill related to the Voucher Services business (refer to note 11). In addition, the divestment of Highlands Insurance LLC, the loss of a major sub-servicing contract in the loan servicing business and the loss of a large client due to takeover in the Australian utilities back office administration business negatively impacted earnings. The strengthening US dollar negatively affected results across many regions, with the GBP appreciation the only meaningful exception. Lower yields on client balances were a significant drag on profits, predominantly affecting the US business as well as Canada and the UK. On the positive side, some large corporate actions in Canada, improvement in a number of Hong Kong business lines, contributions from acquisitions and related synergies as well as continued cost management focus favourably impacted earnings. Lower interest expense compared to the six months ended 31 December 2013 was also favourable.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the half-year was $15.5 million (2013: $139.4 million) after deducting income tax and non-controlling interests.
- 3 -
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 2014 was declared on 13 August 2014 and paid on 16 September 2014. This was an ordinary dividend of AU 15 cents per share, franked to 20%, amounting to AUD 83,430,462 ($75,216,110).
-
An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 18 March 2015, of AU 15 cents per share, franked to 20% and amounting to AUD 83,430,462 based on shares on issue as at 11 February 2015. The dividend was not declared until 11 February 2015 and accordingly no provision has been recognised at 31 December 2014.
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.
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CJ Morris Chairman 11 February 2015
==> picture [96 x 58] intentionally omitted <==
SJ Irving Director
- 4 -
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Auditor’s Independence Declaration
As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2014, 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 [91 x 58] intentionally omitted <==
Christopher Lewis Partner PricewaterhouseCoopers
Melbourne 11 February 2015
PricewaterhouseCoopers, ABN 52 780 433 757
Freshwater Place, 2 Southbank Boulevard, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
- 5 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
| Half-year | Half-year | ||
|---|---|---|---|
| Note | 2014 | 2013 | |
| $000 | $000 | ||
| Revenue from continuing operations | |||
| Sales revenue | 954,398 | 971,071 | |
| Other revenue | 2,322 | 1,819 | |
| Total revenue from continuing operations | 956,720 | 972,890 | |
Other income |
2,822 | 8,631 | |
| Expenses | |||
| Direct services | 746,588 | 634,282 | |
| Technology costs | 130,193 | 130,805 | |
| Corporate services | 8,731 | 9,119 | |
| Finance costs | 25,344 | 31,832 | |
| Total expenses | 910,856 | 806,038 | |
Share of net profit/(loss) of associates and joint ventures accounted for using |
|||
| the equity method | (1,194) | (656) | |
| Profit before related income tax expense | 47,492 |
174,827 |
|
| Income tax expense/(credit) | 30,051 | 33,872 | |
Profit for the halfyear |
17,441 |
140,955 |
|
| Other comprehensive income that may be reclassified to profit or loss | |||
| Available-for-sale financial assets | 5 | 62 | |
| Cash flow hedges | 1,742 | (413) | |
| Exchange differences on translation of foreign operations | (79,604) | (5,025) | |
| Income tax relatingto components of other comprehensive income | 9,970 | 7,168 | |
| Total other comprehensive income for the halfyear, net of tax | (67,887) | 1,792 | |
| Total comprehensive income for the halfyear | (50,446) | 142,747 | |
Profit for the half year attributable to: |
|||
| Members of Computershare Limited | 15,498 | 139,436 | |
| Non-controllinginterests | **1,943 ** | 1,519 | |
| 17,441 | 140,955 | ||
Total comprehensive income for the half year attributable to: |
|||
| Members of Computershare Limited | (51,537) | 141,330 | |
| Non-controllinginterests | **1,091 ** | 1,417 | |
| (50,446) | 142,747 | ||
| Basic earnings per share (cents per share) | 2 | 2.79 cents |
25.07 cents |
| Diluted earnings per share (cents per share) | 2 | 2.78 cents | 24.96 cents |
The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
- 6 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT THE HALF-YEAR ENDED 31 DECEMBER 2014
| THE HALF-YEAR ENDED 31 DECEMBER 2014 | |||
|---|---|---|---|
| 31 December | 30 June | ||
| Note | 2014 | 2014 | |
| $000 | $000 | ||
| CURRENT ASSETS | |||
| Cash and cash equivalents | 439,135 | 460,019 | |
| Receivables | 324,616 | 374,445 | |
| Financial assets held for trading | 546 | 547 | |
| Available-for-sale financial assets at fair value | 135 | 246 | |
| Other financial assets | 188,894 | 162,838 | |
| Inventories | 5,005 | 5,630 | |
| Current tax assets | 12,260 | 15,592 | |
| Derivative financial instruments | 3,516 | 4,603 | |
| Other current assets | 38,247 | 34,917 | |
| Assets classified as held for sale | 7 | **45,594 ** | 58,704 |
| Total current assets | 1,057,948 | 1,117,541 | |
| NON-CURRENT ASSETS | |||
| Receivables | 1,566 | 2,612 | |
| Investments accounted for using the equity method | 33,360 | 36,813 | |
| Available-for-sale financial assets at fair value | 8,645 | 8,732 | |
| Property, plant and equipment | 159,004 | 176,173 | |
| Deferred tax assets | 189,048 | 167,625 | |
| Derivative financial instruments | 28,782 | 24,064 | |
| Intangibles | 2,149,521 | 2,274,640 | |
| Total non-current assets | 2,569,926 | 2,690,659 | |
| Total assets | 3,627,874 | 3,808,200 | |
| CURRENT LIABILITIES | |||
| Payables | 329,428 | 416,996 | |
| Interest bearing liabilities | 224,966 | 226,210 | |
| Current tax liabilities | 24,780 | 33,081 | |
| Provisions | 62,771 | 62,417 | |
| Deferred consideration | 18,667 | 33,833 | |
| Liabilities directly associated with assets classified as held for sale | 7 | 14,619 | 23,099 |
| Derivative financial instruments | 33,860 | - | |
| Other | **36,259 ** | 38,946 | |
| Total current liabilities | 745,350 | 834,582 | |
| NON-CURRENT LIABILITIES | |||
| Payables | 1,812 | 2,303 | |
| Interest bearing liabilities | 1,470,327 | 1,433,044 | |
| Deferred tax liabilities | 196,904 | 192,215 | |
| Provisions | 33,640 | 36,959 | |
| Deferred consideration | 6,158 | 6,854 | |
| Derivative financial instruments | 1,834 | - | |
| Other | **49,435 ** | 35,031 | |
| **Total non-current liabilities ** | 1,760,110 | 1,706,406 | |
| Total liabilities | 2,505,460 | 2,540,988 | |
| Net assets | 1,122,414 | 1,267,212 | |
| EQUITY | |||
| Contributed equity | 35,703 | 35,703 | |
| Reserves | (1,930) | 84,240 | |
| Retained earnings | **1,074,587 ** | 1,134,305 | |
| Total parent entity interest | 1,108,360 | 1,254,248 | |
| Non-controllinginterests | **14,054 ** | 12,964 | |
| Total equity | 1,122,414 | 1,267,212 | |
| 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 2014
| Attributable | to members of Computershare Limited | to members of Computershare Limited | to members of Computershare Limited | |||||
|---|---|---|---|---|---|---|---|---|
| Contributed Equity |
Reserves Retained Earnings Total |
Non- controlling Interests |
Total Equity |
|||||
| $000 | $000 $000 $000 |
$000 | $000 | |||||
| Total equity at 1 July 2014 | 35,703 | 84,240 1,134,305 1,254,248 |
12,964 | 1,267,212 | ||||
| Profit for the half-year | - | - 15,498 15,498 |
1,943 | 17,441 | ||||
| Available-for-sale financial assets | - | 5 - 5 |
- | 5 | ||||
| Cash flow hedges | - | 1,742 - 1,742 |
- | 1,742 | ||||
| Exchange differences on translation of foreign operations |
- | (78,752) - (78,752) |
(852) | (79,604) | ||||
| Income tax(expense)/credits | - | 9,970 - 9,970 |
- | 9,970 | ||||
| Total comprehensive income for the half-year |
- | (67,035) 15,498 (51,537) |
1,091 | (50,446) | ||||
| Transactions with owners in their capacity as owners: |
||||||||
| Dividends provided for or paid | - | - (75,216) (75,216) |
(1) | (75,217) | ||||
| Transactions with non-controlling interests |
- | (298) - (298) |
- | (298) | ||||
| Cash purchase of shares on market | - | (29,155) - (29,155) |
- | (29,155) | ||||
| Share based remuneration | - | 10,318 - 10,318 |
- | 10,318 | ||||
| Balance at 31 December 2014 | 35,703 | (1,930) 1,074,587 1,108,360 |
14,054 | 1,122,414 | ||||
| Attributable | to members of Computershare Limited | |||||||
| Contributed Equity |
Reserves |
Retained Earnings |
Total |
Non- controlling Interests |
Total Equity |
|||
| $000 | $000 | $000 | $000 | $000 | $000 | |||
| Total equity at 1 July 2013 | 35,703 | 58,910 | 1,025,231 | 1,119,844 | 11,091 | 1,130,935 | ||
| Profit for the half-year | - | - | 139,436 | 139,436 | 1,519 | 140,955 | ||
| Available-for-sale financial assets | - | 62 | - | 62 | - | 62 | ||
| Cash flow hedges | - | (413) | - | (413) | - | (413) | ||
| Exchange differences on translation of foreign operations |
- | (4,923) | - | (4,923) | (102) | (5,025) | ||
| Income tax(expense)/credits | - | 7,168 | - | 7,168 | - | 7,168 | ||
| Total comprehensive income for the half-year |
- | 1,894 | 139,436 | 141,330 | 1,417 | 142,747 | ||
| Transactions with owners in their capacity as owners: |
||||||||
| Dividends provided for or paid | - | - | (71,586) | (71,586) | (746) | (72,332) | ||
| Transactions with non-controlling interests |
- | (473) | - | (473) | - | (473) | ||
| Cash purchase of shares on market | - | (13,042) | - | (13,042) | - | (13,042) | ||
| Share based remuneration | - | 10,663 | - | 10,663 | - | 10,663 | ||
| Balance at 31 December 2013 | 35,703 | 57,952 | 1,093,081 | 1,186,736 | 11,762 | 1,198,498 |
==> picture [493 x 47] intentionally omitted <==
The above statement of changes in equity should be read in conjunction with the accompanying notes.
- 8 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
| Half-year | |
|---|---|
Note 2014 2013 |
|
| $000 $000 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES |
|
| Receipts from customers 1,034,934 1,065,486 |
|
| Payments to suppliers and employees (809,295) (778,725) |
|
| Loan servicing advances (net) (21,657) (31,834) |
|
| Dividends received from equity securities 413 24 |
|
| Interest paid and other finance costs (26,255) (32,513) |
|
| Interest received 1,909 1,795 |
|
| Income taxespaid (32,352) (32,366) |
|
| Net operating cash flows 5 147,697 191,867 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES |
|
| Payments for purchase of controlled entities and businesses (net of cash acquired) and intangible assets (110,713) (61,675) |
|
| Payments for investments in associates and joint ventures - (28) |
|
| Dividends received from associates and joint ventures 242 344 |
|
| Proceeds from sale of assets 3,412 869 |
|
| Payments for investments (1) (1) |
|
| Payments for property, plant and equipment (10,262) (6,274) |
|
| Proceeds from sale of subsidiaries and businesses,net of cash disposed - 3,547 |
|
| Net investing cash flows (117,322) (63,218) |
|
| CASH FLOWS FROM FINANCING ACTIVITIES |
|
| Payments for purchase of ordinary shares - share based awards (29,155) (13,042) |
|
| Proceeds from borrowings 1,056,031 471,582 |
|
| Repayment of borrowings (966,857) (494,854) |
|
| Loan servicing borrowings (net) 2,678 24,299 |
|
| Dividends paid - ordinary shares (net of dividend reinvestment plan) (71,464) (67,375) |
|
| Purchase of ordinary shares - dividend reinvestment plan (3,752) (4,211) |
|
| Dividends paid to non-controlling interests in controlled entities (1) (746) |
|
| Repayment of finance leases (4,123) (4,816) |
|
| Net financing cash flows (16,643) (89,163) |
|
| Net increase in cash and cash equivalents held 13,732 39,486 |
|
| Cash and cash equivalents at the beginning of the financial year 509,151 454,353 |
|
| Exchange rate variations on foreign cash balances (40,910) 15,810 |
|
| Cash and cash equivalents at the end of the half-year 481,973 * 509,649 |
|
| * Cash and cash equivalents at 31 December 2014 include $42.8 million (30 June 2014: $49.1 million) cash presented in the Assets held for sale line item in the Consolidated statement of financial position. Please refer to note 7 for details. |
|
The above cash flow statement should be read in conjunction with the accompanying notes.
- 9 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL STATEMENTS
The general purpose financial statements for the interim half-year reporting period ended 31 December 2014 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 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 2014 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 Securities Exchange Listing Rules.
The financial report, comprising the financial statements and notes of Computershare Limited and its controlled entities, complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
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 the corresponding interim reporting period.
2. EARNINGS PER SHARE
Basic EPS Diluted EPS Management Basic EPS Management Diluted EPS |
|
|---|---|
$000 $000 $000 $000 |
|
| Half-year ended 31 December 2014 |
|
| Earnings per share (cents per share) 2.79 cents 2.78 cents 28.88 cents 28.83 cents |
|
| Profit for the half-year 17,441 17,441 17,441 17,441 |
|
| Non-controlling interest (profit)/loss (1,943) (1,943) (1,943) (1,943) |
|
| Add back management adjustment items (see below) - - 145,143 145,143 |
|
| Net profit attributable to the members of Computershare Limited 15,498 15,498 160,641 160,641 |
|
| Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 556,203,079 556,203,079 |
|
| Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share 557,178,079 557,178,079 |
|
- 10 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
| Basic EPS | Diluted EPS | Management | Management | |
|---|---|---|---|---|
| Basic EPS | Diluted EPS | |||
| $000 | $000 | $000 | $000 | |
| Half-year ended 31 December 2013 | ||||
| Earnings per share (cents per share) | 25.07 cents | 24.96 cents | 29.41 cents | 29.28 cents |
| Profit for the half-year | 140,955 | 140,955 | 140,955 | 140,955 |
| Non-controlling interest (profit)/loss | (1,519) | (1,519) | (1,519) | (1,519) |
| Add back management adjustment items (see | ||||
| below) | - | - | 24,119 | 24,119 |
| Net profit attributable to the members of | ||||
| Computershare Limited | 139,436 | 139,436 | 163,555 | 163,555 |
| Weighted average number of ordinary shares | ||||
| used as denominator in calculating basic | ||||
| earnings per share | 556,203,079 | 556,203,079 | ||
| Weighted average number of ordinary and | ||||
| potential ordinary shares used as denominator | ||||
| in calculating diluted earnings per share | 558,653,079 | 558,653,079 |
For the half-year ended 31 December 2014 management adjustment items include the following:
| Gross Tax effect Net of tax |
|
|---|---|
$000 $000 $000 |
|
| Amortisation | |
| Intangible assets amortisation (45,344) 16,314 (29,030) |
|
| Acquisitions and disposals | |
| Restructuring provisions (5,728) 2,295 (3,433) |
|
| Acquisition related expenses (551) (76) (627) |
|
| Acquisition accounting adjustments 417 (159) 258 |
|
| Adjustment to disposal accounting (103) 7 (96) |
|
| Other | |
| Impairment of assets (109,536) - (109,536) |
|
| Put option liability re-measurement (2,491) - (2,491) |
|
| Marked to market adjustments - derivatives (269) 81 (188) |
|
| Total management adjustment items (163,605) 18,462 (145,143) |
|
| For the half-year ended 31 December 2013 management adjustment items include the following: | |
| Gross Tax effect Net of tax |
|
| $000 $000 $000 |
|
| Amortisation |
|
| Intangible assets amortisation (48,173) 17,811 (30,362) |
|
| Acquisitions and disposals |
|
| Adjustment to disposal accounting 2,601 (2) 2,599 |
|
| Business closure - Australian Funds Services 1,789 (537) 1,252 |
|
| Acquisition related expenses (530) 179 (351) |
|
| Restructuring provisions (116) 38 (78) |
|
| Other |
|
| Foreign exchange gain 3,329 (999) 2,330 |
|
| Put option liability re-measurement (425) - (425) |
|
| Marked to market adjustments - derivatives 1,309 (393) 916 |
|
| Total management adjustment items (40,216) 16,097 (24,119) |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
Management Adjustment Items
Management adjustment items net of tax for the half-year ended 31 December 2014 were as follows:
Amortisation
- Customer contracts and other intangible assets that are recognised on business combinations or major asset acquisitions are amortised over their useful life in the statutory results but excluded from management earnings. The amortisation of these intangibles for 1H15 was $29.0 million. Amortisation of intangibles purchased outside of business combinations (eg, mortgage servicing rights) is included as a charge against management earnings.
Acquisitions and disposals
-
Restructuring provisions of $3.4 million were raised related to the Olympia Corporate and Shareholder Services, Registrar and Transfer Company and Homeloan Management Limited acquisitions.
-
Acquisition related net costs of $0.6 million were incurred associated with the Registrar and Transfer Company, Shareowner Services, European Global Stock Plan Services and Homeloan Management Limited acquisitions.
-
The deferred consideration liability related to the Specialized Loan Servicing acquisition was re-measured resulting in a benefit of $0.3 million.
-
Finalisation of accounting for the disposal of Highlands Insurance LLC and the Pepper Group resulted in an additional net charge of $0.1 million.
Other
-
An impairment charge of $109.5 million was booked against the carrying value of goodwill related to the Voucher Services business. For further information refer to note 11 as well as the Company’s market announcement dated 30 July 2014 and note 34 of the 2014 Annual Report.
-
The put option liability re-measurement resulted in a charge against profit of $2.5 million reflecting the FX impact on the valuation of the joint venture arrangement in India.
-
Derivatives that have not received hedge designation are marked to market at the reporting date and taken to profit and loss. The valuations resulting in a loss of $0.2 million relate to future estimated cash flows.
3. SEGMENT INFORMATION
The operating segments presented reflect the manner in which the Group has been internally managed and the financial information reported to the chief operating decision maker (CEO) in the current financial year. The Group has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.
There are seven operating segments. Six of them are geographic: Asia, Australia and New Zealand, Canada, Continental Europe, UCIA (United Kingdom, Channel Islands, Ireland & Africa) and the United States of America. In addition, Technology and Other segment comprises the provision of software specialising in share registry, employee plans and financial services globally. It is also a research and development function, for which discrete financial information is reviewed by the CEO.
In each of the six 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, deposit protection services, corporate trust services, loan servicing activities and utility 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. The main purpose of these corporate entities 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 2014
OPERATING SEGMENTS
| Asia Australia & New Zealand Canada Continental Europe Technology & Other UCIA United States Total |
|
|---|---|
| $000 $000 $000 $000 $000 $000 $000 $000 |
|
| December 2014 | |
| Total segment revenue and other income |
60,281 178,891 97,082 46,966 115,948 165,646 403,652 1,068,466 |
| External revenue and other income |
59,188 178,425 95,937 46,930 8,602 163,480 402,477 955,039 |
| Intersegment revenue | 1,093 466 1,146 36 107,345 2,166 1,175 113,427 |
| Management adjusted EBITDA |
21,669 34,921 42,355 733 16,863 61,830 83,046 261,417 |
| December 2013 | |
| Total segment revenue and other income |
54,868 198,404 90,180 45,168 116,395 149,634 429,386 1,084,035 |
| External revenue and other income |
54,865 197,919 88,816 45,135 9,335 147,808 428,092 971,970 |
| Intersegment revenue | 3 485 1,364 33 107,060 1,826 1,294 112,065 |
| Management adjusted EBITDA |
18,038 40,524 36,838 423 9,511 55,676 105,353 266,363 |
Segment revenue
The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. 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:
| Half-year | |
|---|---|
2014 2013 |
|
| $000 $000 |
|
| Total operating segment revenue and other income | 1,068,466 1,084,035 |
| Intersegment eliminations | (113,427) (112,065) |
| Corporate revenue and other income | 1,681 920 |
| Total revenue from continuing operations | 956,720 972,890 |
Management adjusted EBITDA
Management adjusted results are used, along with other measures to assess operating business performance. The Group believes that exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
A reconciliation of management adjusted EBITDA to operating profit before income tax is provided as follows:
| Half-year | |
|---|---|
| 2014 2013 |
|
| $000 $000 |
|
| Management adjusted EBITDA - operating segments |
261,417 266,363 |
| Management adjusted EBITDA - corporate | (2,094) 620 |
| Management adjusted EBITDA |
259,323 266,983 |
| Management adjustment items (before related income tax expense): | |
| Intangible assets amortisation | (45,344) (48,173) |
| Restructuring provisions | (5,728) (116) |
| Acquisition related expenses | (551) (530) |
| Acquisition accounting adjustments | 417 - |
| Adjustment to disposal accounting | (103) 2,601 |
| Business closure adjustment - Australian Funds Services | - 1,789 |
| Impairment of assets - Computershare Voucher Services | (109,536) - |
| Foreign exchange gain | - 3,329 |
| Put option liability re-measurement | (2,491) (425) |
| Market to market adjustments - derivatives | (269) 1,309 |
| Total management adjustment items (note 2) | (163,605) (40,216) |
| Finance costs | (25,344) (31,832) |
| Other amortisation and depreciation | (22,882) (20,108) |
| Profit before income tax from continuing operations |
47,492 174,827 |
| 4. DIVIDENDS | |
| 2014 2013 |
|
| $000 $000 |
|
| Ordinary shares | |
| Dividends provided for or paid during the half-year | 75,216 71,586 |
| 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 15 cents per fully paid ordinary share, franked to 20%. As the dividend was not declared until 11 February 2015, a provision has not been recognised as at 31 December 2014.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
5. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES
| ACTIVITIES | |
|---|---|
| Half-year | |
| 2014 2013 |
|
| $000 $000 |
|
| Net profit after income tax | 17,441 140,955 |
| Adjustments for non-cash income and expense items: | |
| Impairment charge | 109,536 - |
| Depreciation and amortisation | 68,226 68,281 |
| Net (gain)/loss on asset disposals and fair value adjustments | (169) (2,821) |
| Share of net (profit)/loss of associates and joint ventures accounted for using equity method |
1,194 656 |
| Employee benefits – share based expense | 9,576 10,219 |
| Financial instruments – fair value adjustments | 2,760 (782) |
| Changes in assets and liabilities: | |
| (Increase)/decrease in receivables | 19,701 33,237 |
| (Increase)/decrease in inventories | 2,625 5,381 |
| (Increase)/decrease in other financial assets and other current assets | (14,514) (32,874) |
| Increase/(decrease) in payables and provisions | (66,382) (32,126) |
| Increase/(decrease) in tax balances | (2,297) 1,741 |
| Net cash and cash equivalents from operating activities | 147,697 191,867 |
6. BUSINESS COMBINATIONS
On 17 November 2014 Computershare acquired 100% of Homeloan Management Limited (HML) from Skipton Building Society in the UK. HML is a third party mortgage administration business. Total consideration was $89.9 million, which included contingent consideration of $1.3 million. Contingent consideration is based on the best estimate at acquisition date and is capped at $1.3 million.
This business combination contributed $15.5 million to the total revenue of the Group. Had the acquisition occurred on 1 July 2014, the total revenue contribution to the Group by the acquired entity would have been $46.8 million.
Details of the acquisition are as follows:
| $000 | |
|---|---|
| Cash consideration | 88,580 |
| Contingent consideration | 1,344 |
| Total consideration paid | 89,924 |
| Less fair value of identifiable assets acquired | (26,027) |
| Provisional goodwillon consolidation* | 63,897 |
| * Identification and valuation of net assets acquired will be completed within the 12 month measurement period in | |
| accordance with the Group’s accounting policy. | |
| Assets and liabilities arising from this acquisition are as follows: |
| Fair value | |
|---|---|
| $000 | |
| Cash | 11,640 |
| Current receivables | 4,983 |
| Tax assets | 2,032 |
| Other current assets | 13,431 |
| Plant, property and equipment | 3,873 |
| Deferred tax assets | 303 |
| Current payables | (4,634) |
| Currentprovisions | (5,601) |
| Net assets | 26,027 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
| Purchase consideration | |
|---|---|
| Inflow/(outflow) of cash to acquire the entity, net of cash acquired: | |
| $000 | |
| Cash balance acquired | 11,640 |
| Less cashpaid | (88,580) |
| Net inflow/(outflow) of cash | (76,940) |
In accordance with the accounting policy, the acquisition accounting for Registrar and Transfer Company (R&T), SG Vestia Systems Inc. (SG Vestia) and Probity have been finalised. Intangible assets of $37.3 million for R&T, $1.9 million for SG Vestia and $0.6 million for Probity have been reclassified out of goodwill.
7. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
| 31 December 30 June |
|
|---|---|
| 2014 2014 |
|
| $000 $000 |
|
| Assets classified as held for sale: | |
| Cash and cash equivalents | 42,838 49,132 |
| Financial assets held for trading | 2,496 6,468 |
| Inventories | - 2,608 |
| Other | 260 496 |
| Total assets held for sale | 45,594 58,704 |
| Liabilities directly associated with assets classified as held for sale: | |
| Payables | 14,553 22,901 |
| Other | 66 198 |
| Total liabilities held for sale | 14,619 23,099 |
A contract to sell VEM Aktienbank AG (VEM), a corporate action bank located in Germany, has been signed in the current reporting period. The disposal is subject to a regulatory approval process, which is expected to take between three and six months. Consequently, VEM continues to be classified as a disposal group held for sale. VEM’s assets and liabilities are carried at fair value less cost to sell and are presented separately within current assets and current liabilities in the consolidated statement of financial position.
8. 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 2014.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
9. FAIR VALUE MEASUREMENTS
AASB 13 requires disclosure of fair value measurement by level of the following fair value measurement hierarchy:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); or
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 31 December 2014. The comparative figures are also presented below.
| As at 31 December 2014 Assets Financial assets held-for-trading Derivatives used for hedging Available-for-sale financial assets - equitysecurities |
Level 1 Level 2 Level 3 Total |
|
|---|---|---|
| $000 $000 $000 $000 |
||
| 546 - - 546 |
||
| - 32,298 - 32,298 |
||
| 8,780 - - 8,780 |
||
| Total assets |
9,326 32,298 - 41,624 |
|
| Liabilities Borrowings Derivatives used for hedging |
||
| - 507,425 - 507,425 |
||
| - 35,694 - 35,694 |
||
| Total liabilities |
- 543,119 - 543,119 |
|
| As at 30 June 2014 Assets Financial assets held-for-trading Derivatives used for hedging Available-for-sale financial assets - equitysecurities |
Level 1 Level 2 Level 3 Total |
|
| $000 $000 $000 $000 |
||
| 547 - - 547 |
||
| - 28,667 - 28,667 |
||
| 8,978 - - 8,978 |
||
| Total assets | 9,525 28,667 - 38,192 |
|
| Liabilities Borrowings |
||
| - 507,070 - 507,070 |
||
| Total liabilities | - 507,070 - 507,070 |
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. These instruments are included in level 1.
The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. These instruments are included in level 2 and comprise derivative financial instruments and the portion of borrowings included in the fair value hedge.
Net fair value of financial assets and liabilities
The carrying amounts of cash and cash equivalents, receivables, payables, non-interest bearing liabilities, finance leases, loans and derivatives approximate their fair values for the Group except for the unhedged portion of USD Senior Notes of $450.0 million (30 June 2014: $450.0 million), where the fair value was $467.6 million as at 31 December 2014 (30 June 2014: $465.0 million).
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2014
10. CONTINGENT LIABILITIES
(a) Guarantees, indemnities and other contingent liabilities
Guarantees and indemnities 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, Computershare US and Computershare Investor Services Inc under a Multicurrency Syndicated Facility Agreement dated 27 May 2010, amended on 28 October 2011 and 17 July 2014, have increased to $900.0 million in the current reporting period from $800.0 million as at 30 June 2014.
There have been no other material changes to guarantees, indemnities and other contingent liabilities since the last reporting date.
(b) Legal and regulatory matters
Due to the nature of operations, certain commercial claims in the normal course of business have been made against the consolidated entity in various countries. An inherent difficulty in predicting the outcome of such matters exists, but in the opinion of the Group, based on current knowledge and in 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.
11. OTHER SIGNIFICANT INFORMATION
On 30 July 2014, Computershare received notification from the UK Government that it had concluded its consultation process on the provision of childcare accounts within the new UK Tax-Free childcare scheme (the Scheme) and determined that National Savings and Investments, a government agency, will be the Scheme’s account provider working in partnership with Her Majesty’s Revenue and Customs. The Scheme is scheduled to commence in the second half of calendar year 2015. As the implementation of the new Scheme will progressively reduce the earnings of Computershare's Voucher Services business, the related goodwill was written down in the current reporting period resulting in an impairment charge of $109.5 million calculated as the difference between the value-in-use and the carrying amount of the business. This charge is included under direct services in the expense section of the statement of comprehensive income. It is expected that the remaining goodwill associated with this business of $31 million will be written off over the next few years. Voucher Services is part of the UCIA segment.
12. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
No matter or circumstance has arisen since the reporting date which is not otherwise reflected in this report that has significantly affected or may significantly affect the operations of the consolidated entity.
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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 2 to 18 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 2014 and of its performance for the half-year ended on that date; and
-
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
This declaration is made in accordance with a resolution of the directors.
==> picture [182 x 24] intentionally omitted <==
CJ Morris Chairman
==> picture [97 x 58] intentionally omitted <==
SJ Irving
Director
Melbourne
11 February 2015
- 19 -
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 2014 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 2014:
-
(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 2014 and of their performance for the half-year ended on that date.
==> picture [96 x 58] intentionally omitted <==
==> picture [69 x 57] intentionally omitted <==
SJ Irving
MB Davis
Chief Executive Officer
Chief Financial Officer
11 February 2015
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==> picture [77 x 59] intentionally omitted <==
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 (the Company), which comprises the consolidated statement of financial position as at 31 December 2014, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the half-year ended on that date, selected explanatory notes and the directors' declaration for Computershare Group Limited (the consolidated entity). The consolidated entity comprises 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 of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement whether due to fraud or error. 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 Australian Auditing Standard on Review Engagements ASRE 2410 Review of a 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 2014 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. 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 aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .
PricewaterhouseCoopers, ABN 52 780 433 757
Freshwater Place, 2 Southbank Boulevard, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
- 21 -
==> picture [77 x 59] intentionally omitted <==
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 2014 and of its performance for the half-year ended on that date;
-
ii. complying with Accounting Standard AASB 134 Interim Financial Reporting and the 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.
==> picture [157 x 40] intentionally omitted <==
PricewaterhouseCoopers
==> picture [91 x 58] intentionally omitted <==
Christopher Lewis Partner
Melbourne 11 February 2015
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
| 31 | December | 31 | December | |
|---|---|---|---|---|
| 2014 | 2013 | |||
| Net tangible asset backing per ordinary share | (2.21) |
(2.24) |
Controlled entities acquired or disposed of (Appendix 4D item 4)
| Acquired | Date control gained |
|---|---|
| Baseline Capital Limited | 17 November 2014 |
| Homeloan Management Limited | 17 November 2014 |
| Specialist Mortgage Services Ireland Limited | 17 November 2014 |
| Specialist Mortgage Services Limited | 17 November 2014 |
| KB Analytics Limited | 17 November 2014 |
| Mortgage Systems Limited | 17 November 2014 |
| Savings Management Limited | 17 November 2014 |
| HML Mortgage Services Ireland Limited | 17 November 2014 |
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2014 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend (AUD) |
Franked amount per security |
Conduit foreign income amount per security |
|---|---|---|---|---|---|---|
| 21 August 2014 | 16 September 2014 |
Final | AU 15 cents | 83,430,462 | AU 3.0 cents | AU 12.0 cents |
| 23 February2015 | 18 March 2015 | Interim | AU 15 cents | 83,430,462 | AU 3.0 cents | AU 12.0 cents |
Dividend reinvestment plans (Appendix 4D item 6)
Computershare operates a Dividend Reinvestment Plan (DRP) which provides eligible shareholders with the opportunity to elect to take all or part of dividends in the form of shares in accordance with the DRP plan rules. Shares are provided under the plan free of brokerage and other transaction costs and will rank equally with all other ordinary shares on issue.
The DRP will apply to the interim dividend declared in respect of the current financial year on 11 February 2015. Applications or notices received after 5.00pm (Melbourne time) on 24 February 2015 will not be effective for payment of this interim dividend but will be effective for future dividend payments.
The DRP price for the interim dividend will be equal to the arithmetic average of the daily volume weighted average market price (rounded to the nearest cent) of all shares sold through a normal trade on the ASX automated trading system during the DRP pricing period for this dividend, being 26 February 2015 to 11 March 2015 (inclusive). No discount will apply to the DRP price.
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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 incorporation |
Principal activity | Ownership interest |
Ownership interest |
Consolidated carrying amount |
Consolidated carrying amount |
|
|---|---|---|---|---|---|---|---|
| Dec | Jun | Dec | Jun | ||||
| 2014 | 2014 | 2014 | 2014 | ||||
| % | % | $000 | $000 | ||||
| Joint Ventures | |||||||
| Japan Shareholder Services Ltd | Japan | Technology Services | 50 | 50 | 1,295 | 1,518 | |
| Computershare Pan Africa Holdings Ltd | Mauritius | Investor Services | 60 | 60 | - | - | |
| Computershare Pan Africa Ghana Ltd | Ghana | Investor Services | 60 | 60 | - | - | |
| Computershare Pan Africa Nominees Ghana Ltd | Ghana | Investor Services | 60 | 60 | - | - | |
| Asset Checker Ltd | United Kingdom | Investor Services | 50 | 50 | - | - | |
| VisEq GmbH | Germany | Investor Services | 66 | 66 | 216 | 243 | |
| Digital Post Australia Pty Limited* | Australia | Technology Services | 80 | 80 | - | - | |
| Associates | |||||||
| Expandi Ltd | United Kingdom | Investor Services | 25 | 25 | 5,940 | 6,253 | |
| Milestone Group Pty Ltd | Australia | Technology Services | 20 | 20 | 6,594 | 8,118 | |
| The Reach Agency Pty Ltd | Australia | Investor Services | 49 | 49 | 1,275 | 1,411 | |
| INVeSHARE Inc. | United States | Investor Services | 40 | 40 | 18,010 | 19,234 | |
| Mergit s.r.l. | Italy | TechnologyServices | **30 ** | 30 | **30 ** | 36 | |
| **33,360 ** | 36,813 |
*Digital Post Australia Pty Limited ceased operating in the current reporting period.
The share of net profit of associates and joint ventures accounted for using the equity method for the half-year ended 31 December 2014 is a loss of $1.2 million (31 December 2013: $0.7 million loss).
Foreign Entities (Appendix 4D item 8)
For foreign entities, International Financial Reporting Standards are used in compiling the half-year consolidated report.
- 24 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
CORPORATE DIRECTORY
DIRECTORS
Christopher John Morris (Chairman) Stuart James Irving (President and Chief Executive Officer) Simon David Jones Markus Erhard Kerber Penelope Jane Maclagan Arthur Leslie Owen Nerolie Phyllis Withnall Tiffany Lee Fuller Joseph Mark Velli
COMPANY SECRETARY
Dominic Matthew Horsley
REGISTERED OFFICE
Yarra Falls 452 Johnston Street Abbotsford VIC 3067
Telephone +61 3 9415 5000 Facsimile +61 3 9476 2500
STOCK EXCHANGE LISTING Australian Securities Exchange
SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067
PO BOX 103 Abbotsford VIC 3067
Telephone 1300 307 613 (within Australia) + 61 3 9415 4222 Facsimile + 61 3 9473 2500
INVESTOR RELATIONS
Yarra Falls 452 Johnston Street Abbotsford VIC 3067
Telephone +61 3 9415 5000 Facsimile +61 3 9476 2500 Email
Website www.computershare.com
SOLICITORS
Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne VIC 3000
AUDITORS
PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank VIC 3006
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