AI assistant
COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2016
Feb 9, 2016
64696_rns_2016-02-09_6fa2ede6-cc3a-47cb-a96b-15cf46323e9b.pdf
Interim / Quarterly Report
Open in viewerOpens in your device viewer
ASX HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2015
Lodged with the ASX under Listing Rule 4.2A
This information should be read in conjunction with the 30 June 2015 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 2015 (Previous corresponding period half-year ended 31 December 2014) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | |||||
|---|---|---|---|---|---|
| Revenuefrom ordinary activities | down |
2.4% |
to | 933,447 |
|
| (Appendix 4D item 2.1) | |||||
| Profit/(loss)after tax attributable to members | up | 443.7% | to | 84,255 |
|
| (Appendix 4D item 2.2) | |||||
| Net profit/(loss)for the period attributable to members | up | 443.7% | to | 84,255 |
|
| (Appendix 4D item 2.3) | |||||
| Dividends | Amount per | security | Franked amount per security | ||
| (Appendix 4D item 2.4) | |||||
| Interim dividend | AU 16 cents | 100% | |||
| Final dividend (prior year) | AU 16 cents | 25% | |||
| Record datefor determining entitlements to the interim dividend_(Appendix 4D item 2.5)_ | 22 | February 2016 |
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year is $933.4 million, a decrease of 2.4% over the corresponding period. Revenue was significantly impacted by the stronger US Dollar relative to the prior corresponding period, materially reducing the translated contribution from non-US businesses. Partially offsetting this impact was the contribution of acquisitions net of disposals during the half. A full period contribution from HML in the UK and Valiant Trust in Canada as well as the positive impact from the Gilardi & Co acquisition in late August 2015 more than offset the falls in revenue due to the sale of the Russian registry business, VEM the German corporate actions bank and ConnectNow in Australia. In addition, revenue growth was achieved in mortgage servicing, class actions administration, US corporate actions, Hong Kong employee plans and mutual fund administration revenue in India. A weaker revenue outcome was witnessed in UK and US employee plans, contributing to the decline on the prior corresponding period.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
Net profit after tax attributable to members is $84.3 million, an increase of 443.7% over the previous corresponding period. The material improvement was largely driven by the relatively weaker prior corresponding period in which a non-cash impairment charge of $109.5 million was booked against the carrying value of goodwill related to the Voucher Services business. The impact of acquisitions net of disposals also contributed to the improved outcome. Furthermore, net profit after tax was also supported by the growth in Hong Kong registry and employee plans, Canadian employee plans, Mutual Fund administration in India, and the performance of corporate actions, communication services, class action administration and mortgage servicing businesses. In contrast, the translation effect of the strengthening US Dollar was a material negative driver, along with weaker earnings in the UK employee plans business, UK voucher services, corporate actions in Canada and US employee plans, noting a range of businesses were impacted by lower yields on client balances.
The Group’s income tax expense for the six months ended 31 December 2015 is lower than the previous corresponding period despite the significantly higher profit before related income tax expense. This is largely explained by the nondeductibility of the non-cash impairment charge related to the Voucher Services business recorded in the previous corresponding period.
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 16 cents per share. This dividend is franked to 100%.
1
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 December 2015
| 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 2015 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 2015.
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 (appointed Chairman effective 11 November 2015) Christopher John Morris (Chairman until 11 November 2015) Tiffany Lee Fuller Markus Erhard Kerber Penelope Jane Maclagan Arthur Leslie Owen Joseph Mark Velli
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.
-
Investor services comprise the provision of registry maintenance and related services.
-
Plan services comprise the provision of administration and related services for employee share and option plans.
-
Communication services comprise laser imaging, intelligent mailing, inbound process automation, scanning and electronic delivery.
-
Business services comprise the provision of bankruptcy, class action and utilities administration services, voucher services, corporate trust services and mortgage servicing activities.
-
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.
-
Technology services comprise the provision of software, specialising in share registry and financial services.
Computershare has a range of regulated businesses around the world, including transfer agencies, licensed dealers, corporate trusts and mortgage servicers.
REVIEW OF OPERATIONS
Statutory basic earnings per share have increased by 445.5% to 15.22 cents. The Group has recorded an operating profit before tax of $114.8 million for the half-year ended 31 December 2015 (2014: $47.5 million). Total revenue has decreased to $933.4 million (2014: $956.7 million) and operating cash flows have decreased by $173.3 million to -$25.6 million (2014: $147.7 million) mainly due to increases in loan servicing advances. Excluding loan servicing advances, the decrease in operating cash flows was $11.2 million.
The significant improvement in net profit after tax was largely attributable to the weaker prior corresponding period in which a non-cash impairment charge of $109.5 million was booked against the carrying value of goodwill related to the UK Voucher Services business. The current reporting period’s revenue, earnings and cash flows were materially impacted by the materially stronger US dollar versus the prior corresponding period, negatively impacting results. Lower yields on client balances also had an adverse impact.
The impact of acquisitions (HML, Valiant Trust assets and Gilardi & Co) net of disposals (Russian business, VEM and ConnectNow) was modestly positive. The major organic growth was seen in Hong Kong and Canadian employee plans, Mutual Fund administration in India and a number of businesses in the US, including mortgage servicing, corporate actions, class action administration and communication services. Weaker results compared to the half year ended 31 December 2014 came from UK and US employee plans, corporate actions in Canada and UK Voucher Services. Operating cash flows were down materially on the previous corresponding period, however this was driven by the substantial increase in mortgage servicing advance receivables as a result of significant growth in that business. The Company is expecting to sell a considerable portion of these receivables to an unrelated investor in the coming months. Finance costs were marginally higher despite lower interest rates, driven by funding of the ordinary share buyback, the Gilardi & Co acquisition and spending on the US property rationalisation project.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the half-year was $84.3 million (2014: $15.5 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 2015 was declared on 12 August 2015 and paid on 15 September 2015. This was an ordinary dividend of AU 16 cents per share, franked to 25%, amounting to AUD 88,991,746 ($64,285,531).
-
An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 16 March 2016, of AU 16 cents per share, franked to 100% and amounting to AUD 87,757,586 based on shares on issue as at 10 February 2016. The dividend was not declared until 10 February 2016 and accordingly no provision has been recognised at 31 December 2015.
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 [99 x 64] intentionally omitted <==
==> picture [93 x 56] intentionally omitted <==
SD Jones Chairman
SJ Irving Director
10 February 2016
4
==> picture [77 x 59] intentionally omitted <==
Auditor’s Independence Declaration
As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2015, 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.
Anton Linschoten Partner PricewaterhouseCoopers
Melbourne 10 February 2016
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 2015
| Half-year | |||
|---|---|---|---|
| Note | 2015 | 2014 | |
| $000 | $000 | ||
| Revenue from continuing operations | |||
| Sales revenue | 931,913 | 954,398 | |
| Other revenue | 1,534 | 2,322 | |
| Total revenue from continuing operations | 933,447 | 956,720 | |
Other income |
8,027 | 2,822 | |
| Expenses | |||
| Direct services | 661,081 | 746,588 | |
| Technology costs | 127,419 | 130,193 | |
| Corporate services | 11,394 | 8,731 | |
| Finance costs | **26,073 ** | 25,344 | |
| Total expenses | 825,967 | 910,856 | |
Share of net profit/(loss) of associates and joint ventures accounted for using |
|||
| the equity method | (681) | (1,194) | |
| Profit before related income tax expense | 114,826 |
47,492 | |
| Income tax expense/(credit) | **28,558 ** | 30,051 | |
Profit for the halfyear |
**86,268 ** |
17,441 | |
| Other comprehensive income that may be reclassified to profit or loss | |||
| Available-for-sale financial assets | (94) | 5 | |
| Cash flow hedges | (177) | 1,742 | |
| Exchange differences on translation of foreign operations | (28,438) | (79,604) | |
| Income tax relatingto components of other comprehensive income | **436 ** | 9,970 | |
| Total other comprehensive income for the halfyear, net of tax | (28,273) | (67,887) | |
| Total comprehensive income for the halfyear | **57,995 ** | (50,446) | |
Profit for the half year attributable to: |
|||
| Members of Computershare Limited | 84,255 | 15,498 | |
| Non-controllinginterests | **2,013 ** | 1,943 | |
| 86,268 | 17,441 | ||
Total comprehensive income for the half year attributable to: |
|||
| Members of Computershare Limited | 56,857 | (51,537) | |
| Non-controllinginterests | 1,138 | 1,091 | |
| **57,995 ** | (50,446) | ||
| Basic earnings per share (cents per share) | 2 | 15.22 cents |
2.79 cents |
| Diluted earnings per share (cents per share) | 2 | 15.19 cents | 2.78 cents |
The above consolidated 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 2015
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION THE HALF-YEAR ENDED 31 DECEMBER 2015 |
AS AT |
|---|---|
| 31 December 30 June |
|
Note |
2015 2015 |
| $000 $000 |
|
| CURRENT ASSETS | |
| Cash and cash equivalents | 498,869 555,278 |
| Receivables | 317,998 361,185 |
| Loan servicing advances | 370,805 187,002 |
| Available-for-sale financial assets | 577 620 |
| Other financial assets | 16,277 22,655 |
| Inventories | 4,592 4,853 |
| Current tax assets | 12,188 10,574 |
| Derivative financial instruments | 479 750 |
| Other current assets | 32,368 33,362 |
| Assets classified as held for sale | - 51,558 |
| Total current assets | 1,254,153 1,227,837 |
| NON-CURRENT ASSETS | |
| Bank deposits | 3,704 19,664 |
| Receivables | 858 972 |
| Investments accounted for using the equity method | 28,625 31,596 |
| Available-for-sale financial assets | 6,979 7,394 |
| Property, plant and equipment | 149,488 161,107 |
| Deferred tax assets | 197,288 189,348 |
| Derivative financial instruments | 34,129 31,239 |
| Intangibles | 2,118,915 2,132,298 |
| Total non-current assets | 2,539,986 2,573,618 |
| Total assets | 3,794,139 3,801,455 |
| CURRENT LIABILITIES | |
| Payables | 322,878 392,448 |
| Interest bearing liabilities | 284,802 172,805 |
| Current tax liabilities | 21,610 29,435 |
| Provisions | 46,966 44,231 |
| Derivative financial instruments | 19,495 20,838 |
| Deferred consideration | 5,276 6,585 |
| Liabilities directly associated with assets classified as held for sale | - 12,816 |
| Other liabilities | 43,153 44,537 |
| Total current liabilities | 744,180 723,695 |
| NON-CURRENT LIABILITIES | |
| Payables | 952 1,374 |
| Interest bearing liabilities | 1,596,454 1,596,299 |
| Deferred tax liabilities | 223,648 214,512 |
| Provisions | 29,690 31,548 |
| Deferred consideration | 11,587 4,869 |
| Derivative financial instruments | 7,672 9,732 |
| Other liabilities | 68,759 41,785 |
| Total non-current liabilities | 1,938,762 1,900,119 |
| Total liabilities | 2,682,942 2,623,814 |
| Net assets | 1,111,197 1,177,641 |
| EQUITY | |
| Contributed equity 7 |
- 35,703 |
| Reserves | (69,218) (19,362) |
| Retained earnings | 1,167,875 1,147,906 |
| Total parent entity interest | 1,098,657 1,164,247 |
| Non-controllinginterests | 12,540 13,394 |
| Total equity | 1,111,197 1,177,641 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
7
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
Attributable to members of Computershare Limited
Contributed Equity Reserves Retained Earnings Total |
Contributed Equity Reserves Retained Earnings Total |
Contributed Equity Reserves Retained Earnings Total |
Contributed Equity Reserves Retained Earnings Total |
Non- controlling Interests |
Total Equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| $000 $000 $000 $000 |
$000 | $000 | ||||||||
| Total equity at 1 July 2015 | 35,703 (19,362) 1,147,906 1,164,247 |
13,394 | 1,177,641 | |||||||
| Profit for the half-year | - - 84,255 84,255 |
2,013 | 86,268 | |||||||
| Available-for-sale financial assets | - (94) - (94) |
- | (94) | |||||||
| Cash flow hedges | - (177) - (177) |
- | (177) | |||||||
| Exchange differences on translation of foreign operations |
- (27,563) - (27,563) |
(875) | (28,438) | |||||||
| Income tax(expense)/credits | - 436 - 436 |
- | 436 | |||||||
| Total comprehensive income for the half-year |
- (27,398) 84,255 56,857 |
1,138 | 57,995 | |||||||
| Transactions with owners in their capacity as owners: |
||||||||||
| Dividends provided for or paid | - - (64,286) (64,286) |
(1,431) | (65,717) | |||||||
| Share buy-back | (35,703) (20,885) - (56,588) |
- | (56,588) | |||||||
| Transactions with non-controlling interests |
- - - - |
(561) | (561) | |||||||
| Cash purchase of shares on market | - (9,086) - (9,086) |
- | (9,086) | |||||||
| Share based remuneration | - 7,513 - 7,513 |
- | 7,513 | |||||||
| Balance at 31 December 2015 | - (69,218) 1,167,875 1,098,657 |
12,540 | 1,111,197 | |||||||
| 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 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 |
The above consolidated 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 2015
| Note | Half-year | ||
|---|---|---|---|
| 2015 | 2014 | ||
| $000 | $000 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers | 990,871 | 1,034,934 | |
| Payments to suppliers and employees | (774,070) | (809,295) | |
| Loan servicing advances (net) | (183,803) | (21,657) | |
| Dividends received from equity securities | 308 | 413 | |
| Interest paid and other finance costs | (26,540) | (26,255) | |
| Interest received | 1,226 | 1,909 | |
| Income taxespaid | (33,553) | (32,352) | |
| Net operating cash flows | 5 | (25,561) | 147,697 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
Payments for purchase of controlled entities and businesses (net of cash |
|||
| acquired) and intangible assets | (43,342) | (110,713) | |
| Proceeds from sale of a joint venture | 1,498 | - | |
| Dividends received from associates and joint ventures | 306 | 242 | |
| Proceeds from investments | 14,861 | 3,411 | |
| Payments for property, plant and equipment | (9,767) | (10,262) | |
| Proceeds from sale of subsidiaries and businesses,net of cash disposed | (5,666) | - | |
| Net investing cash flows | (42,110) | (117,322) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
Payments for purchase of ordinary shares - share based awards |
(9,086) | (29,155) | |
| Proceeds from borrowings | 157,562 | 1,056,031 | |
| Repayment of borrowings | (141,452) | (966,857) | |
| Loan servicing borrowings (net) | 110,458 | 2,678 | |
| Dividends paid - ordinary shares (net of dividend reinvestment plan) | (61,499) | (71,464) | |
| Purchase of ordinary shares - dividend reinvestment plan | (2,787) | (3,752) | |
| Dividends paid to non-controlling interests in controlled entities | (1,431) | (1) | |
| Payments for on-market share buy-back | (56,588) | - | |
| Repayment of finance leases | (3,495) | (4,123) | |
| Net financing cash flows | (8,318) | (16,643) | |
| Net increase/(decrease) in cash and cash equivalents held | (75,989) |
13,732 | |
| Cash and cash equivalents at the beginning of the financial year | 604,092 | 509,151 | |
| Exchange rate variations on foreign cash balances | (29,234) | (40,910) | |
| Cash and cash equivalents at the end of the half-year* | 498,869 | 481,973 |
- Cash and cash equivalents at 31 December 2015 include $nil (30 June 2015: $48.8 million) cash presented in the assets classified as held for sale line item in the Consolidated statement of financial position.
The above consolidated 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 2015
1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL STATEMENTS
The general purpose financial statements for the interim half-year reporting period ended 31 December 2015 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 2015 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 | Management | |
|---|---|---|---|---|
| Basic EPS | Diluted EPS | |||
| $000 | $000 | $000 | $000 | |
| Half-year ended 31 December 2015 | ||||
| Earnings per share (cents per share) | 15.22 cents | 15.19 cents | 25.98 cents | 25.93 cents |
| Profit for the half-year | 86,268 | 86,268 | 86,268 | 86,268 |
| Non-controlling interest (profit)/loss | (2,013) | (2,013) | (2,013) | (2,013) |
| Add back management adjustment items (see | ||||
| below) | - | - | 59,560 | 59,560 |
| Net profit attributable to the members of | ||||
| Computershare Limited | 84,255 | 84,255 | 143,815 | 143,815 |
| Weighted average number of ordinary shares | ||||
| used as denominator in calculating basic | ||||
| earnings per share | 553,612,565 | 553,612,565 | ||
| Weighted average number of ordinary and | ||||
| potential ordinary shares used as denominator in | ||||
| calculating diluted earnings per share |
554,537,565 | 554,537,565 |
10
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
Basic EPS Diluted EPS Management Basic EPS |
Basic EPS Diluted EPS Management Basic EPS |
Basic EPS Diluted EPS Management Basic EPS |
Basic EPS Diluted EPS Management Basic EPS |
Basic EPS Diluted EPS Management Basic EPS |
Basic EPS Diluted EPS Management Basic EPS |
Management Diluted 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 | ||||||
| Reconciliation of weighted average number of shares used as the denominator: | |||||||
2015 |
2014 | ||||||
| Number | Number | ||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 553,612,565 |
556,203,079 | ||||||
| Adjustments for calculation of diluted earnings per share: |
|||||||
| Performance rights **925,000 ** |
975,000 | ||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 554,537,565 |
557,178,079 | ||||||
| For the half-year ended 31 December 2015 management adjustment items include the following: | |||||||
| Gross | Tax effect |
Net of tax | |||||
| $000 | $000 | $000 | |||||
| Amortisation | |||||||
| Amortisation of intangible assets | (45,561) | 15,265 | (30,296) | ||||
| Acquisitions and disposals | |||||||
| Loss on finalisation of disposal accounting | (25,390) | - | (25,390) | ||||
| Acquisition and disposal related expenses | (2,092) | 571 | (1,521) | ||||
| Acquisition accounting adjustments | 1,672 | (679) | 993 | ||||
| Gain on disposal | 323 | - | 323 | ||||
| Acquisition related restructuring costs | (377) | 127 | (250) | ||||
| Other | |||||||
| Major restructuring costs | (8,211) | 3,334 | (4,877) | ||||
| Marked to market adjustments - derivatives | 2,473 | (764) | 1,709 | ||||
| Put option liabilityre-measurement | (251) | - | (251) | ||||
| Total management adjustment items | (77,414) | 17,854 | (59,560) |
| Tax | |||
|---|---|---|---|
| Gross | effect | Net of tax | |
| $000 | $000 | $000 | |
| Amortisation | |||
| Amortisation of intangible assets | (45,561) | 15,265 | (30,296) |
| Acquisitions and disposals | |||
| Loss on finalisation of disposal accounting | (25,390) | - | (25,390) |
| Acquisition and disposal related expenses | (2,092) | 571 | (1,521) |
| Acquisition accounting adjustments | 1,672 | (679) | 993 |
| Gain on disposal | 323 | - | 323 |
| Acquisition related restructuring costs | (377) | 127 | (250) |
| Other | |||
| Major restructuring costs | (8,211) | 3,334 | (4,877) |
| Marked to market adjustments - derivatives | 2,473 | (764) | 1,709 |
| Put option liabilityre-measurement | (251) | - | (251) |
| Total management adjustment items | (77,414) | 17,854 | (59,560) |
==> picture [472 x 72] intentionally omitted <==
11
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
For the half-year ended 31 December 2014 management adjustment items include the following:
| Gross | Tax effect |
Net of tax | |||||
|---|---|---|---|---|---|---|---|
| $000 | $000 | $000 | |||||
| Amortisation | |||||||
| Amortisation of intangible assets | (45,344) | 16,314 | (29,030) | ||||
| Acquisitions and disposals | |||||||
| Acquisition related restructuring costs | (5,728) | 2,295 | (3,433) | ||||
| Acquisition related expenses | (551) | (76) | (627) | ||||
| Acquisition and disposal accounting adjustments | 314 | (152) | 162 | ||||
| Other | |||||||
| Voucher Services impairment | (109,536) | - | (109,536) | ||||
| Put option liability re-measurement | (2,491) | - | (2,491) | ||||
| Marked to market adjustments - derivatives | (269) | 81 | (188) | ||||
| Total managementadjustment items | (163,605) | 18,462 | (145,143) |
Management Adjustment Items
Management adjustment items net of tax for the half-year ended 31 December 2015 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 in the half year ended 31 December 2015 was $30.3 million. Amortisation of intangibles purchased outside of business combinations (eg, mortgage servicing rights) is included as a charge against management earnings.
Acquisitions and disposals
-
The finalisation of the disposal accounting for the Russian registry business, VEM (a corporate actions bank located in Germany) and the Australian ConnectNow business resulted in a loss of $25.4 million due to a write-off of the associated cumulative translation differences from the foreign currency translation reserve. The cumulative translation differences are only reclassified to profit or loss when the disposal process has been completed and control over a foreign subsidiary is lost. The Russian registry business and VEM were classified as held for sale as at 30 June 2015.
-
A gain of $0.3 million was recorded on sale of the Japanese joint venture interest.
-
Acquisition and disposal related expenses of $1.5 million were incurred associated with Gilardi & Co, Homeloan Management Limited, European Global Stock Plan Services and ConnectNow.
-
An acquisition accounting adjustment related to the Registrar and Transfer Company in the US resulted in a benefit of $1.0 million.
-
Restructuring costs of $0.3 million were incurred for the Gilardi & Co and the Valiant Trust Company business acquisitions.
Other
-
Costs of $4.9 million were incurred in relation to the major operations rationalisation underway in Louisville, USA.
-
Derivatives that have not received hedge designation are marked to market at the reporting date and taken to profit and loss in the statutory results. The marked to market valuation resulted in a gain of $1.7 million.
-
The put option liability re-measurement resulted in an expense of $0.3 million related to the Karvy joint venture arrangement in India.
12
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
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 and financial services. 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 a combination of its core products and services: investor services, business services, plan services, communication services and stakeholder relationship management services. Investor services comprise the provision of registry maintenance and related services. Business services comprise the provision of bankruptcy class action and utilities administration services, voucher services, corporate trust services and mortgage servicing activities. Plan services comprise the provision of administration and related services for employee share and option plans. Communication services comprise laser imaging, intelligent mailing, inbound process automation, scanning and electronic 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.
Corporate function includes entities whose main purpose is to hold intercompany investments and conduct financing activities. It is not considered an operating segment and includes activities that are not allocated to other operating segments.
OPERATING SEGMENTS
| Asia Australia & New Zealand Canada Continental Europe Technology & Other UCIA United States Total |
|
|---|---|
| $000 $000 $000 $000 $000 $000 $000 $000 |
|
| December 2015 | |
| Total segment revenue and other income |
63,710 134,013 80,592 29,688 118,710 170,515 450,656 1,047,884 |
| External revenue and other income |
61,933 133,509 79,649 29,659 7,807 169,250 449,493 931,300 |
| Intersegment revenue | 1,777 504 943 29 110,903 1,265 1,163 116,584 |
| Management adjusted EBITDA |
23,831 24,813 33,925 (765) 20,827 48,105 86,229 236,965 |
| 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 |
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.
13
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
Segment revenue reconciles to total revenue from continuing operations as follows:
| Half-year | |
|---|---|
| 2015 2014 |
|
| $000 $000 |
|
| Total operating segment revenue and other income | 1,047,884 1,068,466 |
| Intersegment eliminations | (116,584) (113,427) |
| Corporate revenue and other income | 2,147 1,681 |
| Total revenue from continuing operations | 933,447 956,720 |
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.
A reconciliation of management adjusted EBITDA to operating profit before income tax is provided as follows:
| Half-year | |
|---|---|
| 2015 2014 |
|
| $000 $000 |
|
| Management adjusted EBITDA - operating segments | 236,965 261,417 |
| Management adjusted EBITDA - corporate | 5,323 (2,094) |
| Management adjusted EBITDA | 242,288 259,323 |
| Management adjustment items (before related income tax expense): | |
| Amortisation of intangible assets | (45,561) (45,344) |
| Loss on finalisation of disposal accounting | (25,390) - |
| Acquisition and disposal related expenses | (2,092) (551) |
| Acquisition and disposal accounting adjustments | 1,672 314 |
| Acquisition related restructuring costs | (377) (5,728) |
| Gain on disposal | 323 - |
| Voucher Services impairment | - (109,536) |
| Major restructuring costs | (8,211) - |
| Marked to market adjustments - derivatives | 2,473 (269) |
| Put option liabilityre-measurement | (251) (2,491) |
| Total management adjustment items (note 2) | (77,414) (163,605) |
| Finance costs | (26,073) (25,344) |
| Other amortisation and depreciation | (23,975) (22,882) |
| Profit before income tax from continuing operations | 114,826 47,492 |
| 4. DIVIDENDS | |
| 2015 2014 |
|
| $000 $000 |
|
| Ordinary shares | |
| Dividends provided for or paid during the half-year | 64,286 75,216 |
| 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 16 cents per fully paid ordinary share, franked to 100%. As the dividend was not declared until 10 February 2016, a provision has not been recognised as at 31 December 2015.
14
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
5. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES
| Half-year | |
|---|---|
| 2015 2014 |
|
| $000 $000 |
|
| Net profit after income tax | 86,268 17,441 |
| Adjustments for non-cash income and expense items: | |
| Impairment charge - Voucher Services | - 109,536 |
| Depreciation and amortisation | 69,536 68,226 |
| Net (gain)/loss on asset disposals and asset write-downs | 25,099 (169) |
| Share of net (profit)/loss of associates and joint ventures accounted for using equity method | 681 1,194 |
| Employee benefits – share based expense | 8,162 9,576 |
| Fair value adjustments | (3,872) 2,760 |
| Changes in assets and liabilities: | |
| (Increase)/decrease in receivables | 17,018 19,701 |
| (Increase)/decrease in inventories | (1,867) 2,625 |
| (Increase)/decrease in loan servicing advances | (183,803) (21,657) |
| (Increase)/decrease in other current assets | 337 7,143 |
| Increase/(decrease) in payables and provisions | (38,125) (66,382) |
| Increase/(decrease)in tax balances | (4,995) (2,297) |
| Net cash and cash equivalents from operating activities | (25,561) 147,697 |
6. BUSINESS COMBINATIONS
On 27 August 2015 Computershare acquired 100% of Gilardi & Co., LLC (Gilardi), based in San Rafael, California, USA. Gilardi is a securities and anti-trust class actions claims administration and complements Computershare’s KCC business and its integrated suite of corporate restructuring, class action and legal document support solutions. Total consideration was $41.9 million, which included contingent consideration of $11.1 million. Contingent consideration is dependent on achieving net billable revenue targets over a three year period and is capped at $11.1 million.
This business combination did not materially contribute to the total revenue of the Group.
Details of the acquisition are as follows:
| $000 | |
|---|---|
| Cash consideration | 30,814 |
| Contingent consideration | 11,070 |
| Total consideration paid | 41,884 |
| Less fair value of identifiable assets acquired | (38,055) |
| Provisional goodwillon consolidation* | 3,829 |
*Identification and valuation of net assets acquired will be completed within the 12 month measurement period in accordance with the Group’s accounting policy.
15
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
| Assets and liabilities arising from this acquisition are as follows: | |
|---|---|
| Fair value | |
| $000 | |
| Cash | 62 |
| Current receivables | 6,790 |
| Other current assets | 434 |
| Plant, property and equipment | 182 |
| Customer contracts and related relationships | 32,410 |
| Software | 1,300 |
| Brand name | 1,050 |
| Deferred tax asset | 400 |
| Current payables | (4,335) |
| Other current liabilities | (238) |
| Net assets | 38,055 |
| Purchase consideration: | |
| Inflow/(outflow) of cash to acquire the entity, net of cash acquired: | |
| $000 | |
| Cash balance acquired | 62 |
| Less cashpaid | (30,814) |
| Net inflow/(outflow) of cash | (30,752) |
In accordance with the accounting policy, the acquisition accounting for Valiant Trust Company (Valiant) and Istifid S.p.A (Istifid) has been finalised. Intangible assets of $15.1 million for Valiant and $4.8 million for Istifid have been reclassified out of goodwill.
7. CONTRIBUTED EQUITY
| Half-year | |
|---|---|
| 2015 2014 |
|
| $000 $000 |
|
| Ordinaryshares | - 35,703 |
| Total contributed equity | - 35,703 |
On 18 August 2015, Computershare announced an on-market buy-back of shares with an aggregate value of up to AUD 140.0 million for capital management purposes.
From 1 September 2015 until 31 December 2015, the Company purchased and cancelled 7,196,706 ordinary shares at a total cost of AU$78.3 million (US$56.6 million) with an average price of AU$10.88 and a price range from AU$9.64 to AU$11.86.
Since the effect of share buy-backs over the years has reduced contributed equity to nil, a reserve has been created to reflect the excess value of shares bought over the original amount of subscribed capital.
There has been no issue of ordinary shares during the half-year ended 31 December 2015.
| Movement in contributed equity | |
|---|---|
| Number of | |
| shares $000 |
|
| Balance at 1 July 2015 | 556,203,079 35,703 |
| Share buy-back | (7,196,706) (56,588) |
| Transfer to share buy-back reserve | - 20,885 |
| Balance at 31 December 2015 | 549,006,373 - |
16
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
8. 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 2015. The comparative figures are also presented below.
| As at 31 December 2015 | Level 1 Level 2 Level 3 Total |
|---|---|
| $000 $000 $000 $000 |
|
| Assets | |
| Derivative financial instruments | - 34,608 - 34,608 |
| Available-for-sale financial assets | 7,556 - - 7,556 |
| Total assets | 7,556 34,608 - 42,164 |
| Liabilities | |
| Borrowings | - 437,158 - 437,158 |
| Derivative financial instruments | - 27,167 - 27,167 |
| Total liabilities | - 464,325 - 464,325 |
| As at 30 June 2015 | Level 1 Level 2 Level 3 Total |
| $000 $000 $000 $000 |
|
| Assets | |
| Derivative financial instruments | - 31,989 - 31,989 |
| Available-for-sale financial assets | 8,014 - - 8,014 |
| Total assets | 8,014 31,989 - 40,003 |
| Liabilities | |
| Borrowings | - 433,428 - 433,428 |
| Derivative financial instruments | - 30,570 - 30,570 |
| Total liabilities | - 463,998 - 463,998 |
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 and loans approximate their fair values for the Group except for the unhedged portion of USD Senior Notes of $395.0 million (30 June 2015: $395.0 million), where the fair value was $411.3 million as at 31 December 2015 (30 June 2015: $410.9 million).
17
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2015
9. CONTINGENT LIABILITIES
(a) Guarantees, indemnities and other contingent liabilities
There have been no 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.
10. OTHER SIGNIFICANT INFORMATION
The reduction in expected future earnings of Computershare’s Voucher Services business has been slower than anticipated and the present value of expected future cash flows continues to support the carrying amount of goodwill related to this business of $30 million. Consequently, no impairment of goodwill related to Voucher Services was recorded in the reporting period. The carrying value of the remaining goodwill will continue to be monitored and is expected to be written off in the coming years.
11. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
On 1 February 2016, Computershare was appointed preferred supplier in the tender process to undertake the mortgage servicing activities of UK Asset Resolution Limited (UKAR) – refer to the Computershare’s ASX Market Announcement dated 2 February 2016 for more details. Should Computershare be successful in winning this contract, the revenue contribution is expected to be material. In this event, a liability for the estimated amount of the earn-out payable to the sellers of Homeloan Management Limited is expected to be recognised as a material charge against profit in the financial year ending 30 June 2016. Any earn-out is expected to be paid over a number of years and will not be material to annual cash flows. As the negotiations are incomplete, there remain a range of variables that could impact the transaction economics. Further details will be provided should contract negotiations be successfully concluded.
On 3 February 2016, Computershare agreed to acquire Capital Markets Cooperative LLC (CMC), a service provider to mortgage originator clients with a substantial mortgage servicing rights co-issue programme. CMC is based in Florida, USA. Total consideration for the transaction is $71.2 million, with $44.0 million to be paid for the CMC business and $27.2 million (post sale of excess strip) for an MSR portfolio with circa $5.4 billion unpaid principal balances. The acquisition is expected to close in the coming months post receipt of the necessary regulatory approvals. Further details can be found in the ASX market announcement dated 4 February 2016.
18
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION
Directors’ Declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 6 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 2015 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 [102 x 66] intentionally omitted <==
==> picture [93 x 56] intentionally omitted <==
SD Jones
Chairman
SJ Irving
Director
Melbourne
10 February 2016
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 2015 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 2015:
-
(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 2015 and of their performance for the half-year ended on that date.
==> picture [93 x 56] intentionally omitted <==
==> picture [68 x 57] intentionally omitted <==
SJ Irving
MB Davis
Chief Executive Officer
Chief Financial Officer
10 February 2016
20
==> 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 2015, 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 (the consolidated entity). The consolidated entity comprises the company and the entities it controlled during that half-year.
Directors' responsibility for the 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 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 2015 and its performance for the 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 .
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
PricewaterhouseCoopers, ABN 52 780 433 757
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 2015 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.
PricewaterhouseCoopers
Anton Linschoten Partner
Melbourne 10 February 2016
22
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
| NTA Backing(Appendix 4D item 3) | ||||
|---|---|---|---|---|
| 31 | December | 31 | December | |
| 2015 | 2014 | |||
| Net tangible asset backing per ordinary share | (2.19) |
(2.21) |
Controlled entities acquired or disposed of (Appendix 4D item 4)
| Acquired | Date control gained |
|---|---|
| Gilardi & Co., LLC | 27 August 2015 |
| Gilco LLC | 27 August 2015 |
| Data Point Analysis Group, LLC | 27 August 2015 |
| Disposed | Date control lost |
| Closed Joint Stock Company "Computershare Registrar" | 17 July 2015 |
| Computershare LLC (Russia) | 17 July 2015 |
| VEM Aktienbank AG | 31 July 2015 |
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2015 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend (AUD) |
Franked amount per security |
Conduit foreign income amount per security |
|---|---|---|---|---|---|---|
| 20 August 2015 | 15 September 2015 | Final | AU 16 cents |
88,991,746 | AU 4.0 cents |
AU 12.0 cents |
| 22 February 2016 | 16 March 2016 | Interim | AU 16 cents |
87,757,586 | AU 16.0 cents |
nil |
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 10 February 2016. Applications or notices received after 5.00pm (Melbourne time) on 23 February 2016 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 25 February 2016 to 9 March 2016 (inclusive). No discount will apply to the DRP price.
23
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 | Ownership | Consolidated carrying amount |
Consolidated carrying amount |
|
|---|---|---|---|---|---|---|---|
| interest | |||||||
| Dec | Jun | Dec | Jun | ||||
| 2015 | 2015 | 2015 | 2015 | ||||
| % | % | $000 | $000 | ||||
| Joint Ventures | |||||||
| Japan Shareholder Services Ltd1 | Japan | Technology Services | - | 50 | - | 1,415 | |
| 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 | 140 | 143 | |
| Associates | |||||||
| Expandi Ltd | United Kingdom | Investor Services | 25 | 25 | 6,240 | 6,226 | |
| Milestone Group Pty Ltd | Australia | Technology Services | 20 | 20 | 5,561 | 6,004 | |
| The Reach Agency Pty Ltd | Australia | Investor Services | 49 | 49 | 1,161 | 1,068 | |
| INVeSHARE Inc. | United States | Investor Services | 40 | 40 | 15,503 | 16,713 | |
| Mergit s.r.l. | Italy | TechnologyServices | **30 ** | 30 | 20 | 27 | |
| 28,625 | 31,596 | ||||||
1Japan Shareholder Services Ltd was disposed on 30 September 2015.
The share of net profit/(loss) of associates and joint ventures accounted for using the equity method for the half-year ended 31 December 2015 is a loss of $0.7 million (31 December 2014: $1.2 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
Simon David Jones (Chairman) Stuart James Irving (President and Chief Executive Officer) Tiffany Lee Fuller Markus Erhard Kerber Penelope Jane Maclagan Christopher John Morris Arthur Leslie Owen 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
25