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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2023
Feb 13, 2023
64696_rns_2023-02-13_2a2b6802-0dcb-4f7b-9703-b74c56488425.pdf
Interim / Quarterly Report
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ASX HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2022
Lodged with the ASX under Listing Rule 4.2A
This information should be read in conjunction with the 30 June 2022 Annual Report.
| Contents | |
|---|---|
| Results for Announcement to the Market(Appendix 4D item 2) | 2 |
| Half-year report(ASX Listing rule 4.2A1) | 9 |
| Supplementary Appendix 4D information(Appendix 4D items 3 to 8) | 29 |
| Corporate Directory | 31 |
This half-year report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The interim financial report is presented in United States dollars (unless otherwise stated).
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2022 (Previous corresponding period half-year ended 31 December 2021)
RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | ||||
|---|---|---|---|---|
| Revenuefrom ordinary activities | up | 30.1% | to | 1,504,934 |
| (Appendix 4D item 2.1) | ||||
| Profit/(loss)after tax attributable to members | up | 92.3% | to | 177,051 |
| (Appendix 4D item 2.2) | ||||
| Net profit/(loss)for the period attributable to members | up | 92.3% | to | 177,051 |
| (Appendix 4D item 2.3) | ||||
| Dividends | Amount per security Franked | amount per security | ||
| (Appendix 4D item 2.4) | ||||
| Interim dividend | AU 30 cents | AU 0.0 cents | ||
| Final dividend (prior year) | AU 30 cents | AU 0.0 cents |
Record date for determining entitlements to the interim dividend (Appendix 4D item 2.5) 22 February 2023
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year increased to $1,504.9 million (2021: $1,157.2 million). The Computershare Corporate Trust (CCT) acquisition, which completed on 1 November 2021, contributed $312.7 million incremental revenue versus the prior corresponding period. Margin income increased $282.0 million, $156.0 million of which came from CCT. Excluding the impact of the acquisition and margin income, total revenue decreased by $90.9 million.
Key business movements, excluding margin income, were as follows:
-
Issuer Services revenues decreased $20.2 million, reflecting lower event-based revenues for Corporate Actions and Stakeholder Relationship Management and reduced transactional volumes in Registry. These declines were partially offset by revenue growth in Governance Services.
-
Employee Share Plans revenues decreased $20.3 million as a result of lower trading activity across most geographies, predominantly due to the equity market environment.
-
Business Services revenues were down $4.9 million due to lower volumes of bankruptcy activity in the US. Canadian Corporate Trust revenue was impacted by the sale of Private Capital Solutions client accounts in December 2021. Both of these were partially offset by higher Class Actions revenues, driven by a larger number of case wins versus the corresponding period.
-
Mortgage Services revenues in the US decreased $32.2 million. Higher mortgage interest rates impacted origination and refinancing related transaction volumes in our Capital Markets (Co-Issue), Recovery and Fulfillment business lines. We also sold fewer MSRs to recycle capital than in 1H22, resulting in lower gain on sale income. In the UK, revenues were lower $7.9 million due to legacy book run-off and higher mortgage interest rates impacting origination related revenues.
-
CCT revenues were $156.7 million higher than 1H22 reflecting full six months ownership of CCT compared to just two months in 1H22.
Margin income excluding the impact of the CCT acquisition was up $126.0 million primarily driven by an increase in global interest rates from FY22 Q4 with the benefits continuing into 1H23. This was partly offset by lower average client balances, which were down $2b to $19.4b (1H22: $21.4b).
A weaker Australian dollar, British pound and Canadian dollar relative to the corresponding period decreased the translated USD revenue contribution from those regions.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2022 (Previous corresponding period half-year ended 31 December 2021)
RESULTS FOR ANNOUNCEMENT TO THE MARKET
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
Net statutory profit after tax attributable to members was $177.1 million, an increase of 92.3% over the corresponding period.
Revenue was higher than the corresponding period due to the CCT acquisition and higher margin income due to rising interest rates. Excluding these items, there was a decline in revenues for Registry Maintenance, Corporate Actions, Employee Share Plans, Bankruptcy and Mortgage Services largely due to market conditions impacting transaction and event-based activity. This was in part offset by growth in Governance Services and Class Actions. Outside the normal trading revenues, the Group benefitted from higher interest income due to rising interest rates.
Total expenses were up $192.7 million, principally due to $161.3 million of higher expenses in CCT reflecting six months of trading compared to two months in the prior corresponding period (this includes integration and acquisition related expenses). Excluding CCT, expenses were $31.4 million above the prior period driven by general inflation and higher borrowing costs from increased interest rates, higher costs related to the Finance and People Transformation project and US Mortgage Services cost-out programme, together with an asset impairment charge for UK Mortgage Services.
The Group’s effective tax rate at 32.6% was higher than 1H22’s rate of 29.9%. The increase in the effective tax rate was primarily driven by $7.6 million of Canadian withholding tax on internal dividends which was not creditable in 1H23.
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 30 cents per share. This dividend is unfranked.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2022
| Contents | |
|---|---|
| Directors’ report | 5 |
| Auditor’s independence declaration | 8 |
| Consolidated statement of profit or loss and other comprehensive income | 9 |
| Consolidated statement of financial position | 10 |
| Consolidated statement of changes in equity | 11 |
| Consolidated cash flow statement | 12 |
| Notes to the consolidated financial statements | 13 |
| Directors’ declaration | 25 |
| Statement to the Board of Directors | 26 |
| Independent auditor’s review report to the members | 27 |
This interim financial report does 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 2022 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.
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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 2022.
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
Paul Joseph Reynolds (Chairman from 11 November 2022) Simon David Jones (retired as Chairman effective 10 November 2022) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick 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 Issuer Services, Employee Share Plans & Voucher Services, Communication Services, Mortgage Services & Property Rental Services, Business Services, Computershare Corporate Trust and Technology Services.
-
The Issuer Services operations comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services.
-
The Employee Share Plans & Voucher Services operations comprise the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK.
-
The Mortgage Services & Property Rental Services operations comprise mortgage servicing and related activities, together with tenancy deposit protection services in the UK.
-
The Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery.
-
The Business Services operations comprise the provision of bankruptcy and class actions administration services and the legacy corporate trust operations in Canada and the US.
-
The Computershare Corporate Trust operations comprises trust and agency services in connection with the administration of debt securities in the US.
-
Technology Services includes 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
The Group recorded a profit before tax of $263.3 million for the half-year ended 31 December 2022 (2021: $131.4 million). Total revenue increased to $1,504.9 million (2021: $1,157.2 million) and expenses were up by $192.7 million. The Group benefitted from the Computershare Corporate Trust (CCT) acquisition, which generated $190.2 million of incremental management EBIT, reflecting full six months ownership compared to two months in 1H22. Additionally, the prior year benefitted from the disposal of the Group's investment in Milestone Group Pty Ltd and the sale of Private Capital Solutions client accounts in Canada totalling $17.1 million.
Margin income was $282.0 million higher, of which the CCT acquisition contributed $156.0 million.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
Issuer Services revenues excluding margin income were down on the prior period, reflecting lower event-based revenues for Corporate Actions and Stakeholder Relationship Management as well as reduced transactional volumes in Registry. This was partially offset by revenue growth in Governance Services.
Business Services revenues excluding margin income were down due to lower levels of bankruptcy activity whilst Corporate Trust revenue was impacted by the sale of Private Capital Solutions client accounts in Canada in December 2021. Class Actions revenues were up driven by a larger number of case wins versus the prior period.
US mortgage services revenues excluding margin income were lower than the prior period. Higher mortgage interest rates impacted origination and refinancing related transaction volumes in our Capital Markets (Co-Issue), Recovery and Fulfillment business lines whilst we also sold fewer MSRs to recycle capital than in 1H22, resulting in lower gain on sale income. Costs were favourable due to a reduction in Fulfillment headcount, in part offset by higher amortisation expense. In the UK, revenues were down due to legacy book run-off and lower originationrelated activity.
Employee Share Plans revenue excluding margin income decreased reflecting lower trading activity across most geographies, predominantly due to equity market conditions.
CCT revenue and EBIT were higher than prior period. The increased contribution reflects six months of ownership compared to two months in 1H22.
Operating expenses for all segments were impacted by general cost inflation, including global wage inflation, vendor contract increases and a return to travel and entertainment, which contributed to the EBIT ex MI deterioration vs 1H22.
Operating cash flows decreased by $45.8 million to $173.5 million (2021: $219.3 million) compared to the corresponding period. Excluding the impact of loan servicing advances, operating cash flows increased by $44.3 million compared to 1H22 due to higher margin income and six months of contribution from CCT.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the half-year was $177.1 million (2021: $92.1 million) after deducting income tax and non-controlling interests.
DIVIDENDS
The following dividends of the consolidated entity have been paid, declared or recommended since the end of the preceding financial year:
Ordinary shares
-
A final dividend in respect of the year ended 30 June 2022 was declared on 09 August 2022 and paid on 12 September 2022. This was an ordinary unfranked dividend of AUD 30 cents per share.
-
An interim dividend determined by the directors of the Company to be paid in respect of the current financial year on 21 March 2023. This is an ordinary unfranked dividend of AU 30 cents per share, amounting to AUD 181,118,801 based on shares on issue as at 14 February 2023. The dividend was not determined to be paid until 14 February 2023 and accordingly no provision has been recognised at 31 December 2022.
-
6 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
ROUNDING OF AMOUNTS
The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission. In accordance with that legislative instrument, amounts in the interim financial report 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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PJ Reynolds Chairman
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SJ Irving
Chief Executive Officer
14 February 2023
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Auditor’s Independence Declaration
As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2022, 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.
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Marcus Laithwaite Partner PricewaterhouseCoopers
Melbourne 14 February 2023
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999
Liability limited by a scheme approved under Professional Standards Legislation.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the half-year ended 31 December 2022
| Note Revenue from continuing operations Sales revenue Interest received Dividends received Total revenue from continuing operations Other income Expenses Direct services Technology costs Corporate services Finance costs Total expenses Share of net profit/(loss) of associates and joint ventures accounted for using the equity method Profit before related income tax expense Income tax expense/(credit) 4 Profit for the half year Other comprehensive income that may be reclassified to profit or loss Cash flow hedges and cost of hedging 10 Exchange differences on translation of foreign operations Income tax relating to components of other comprehensive income Total other comprehensive income for the half year, net of tax Total comprehensive income for the half year Profit for the half year attributable to: Members of Computershare Limited Non-controlling interests Total comprehensive income for the half year attributable to: Members of Computershare Limited Non-controlling interests Basic earnings per share (cents per share) 2 Diluted earnings per share (cents per share) 2 |
Half-year 2022 2021 $000 $000 1,491,854 1,156,501 9,055 686 4,025 - |
|---|---|
| 1,504,934 1,157,187 8,456 31,427 991,259 859,083 177,670 151,509 27,562 19,606 53,655 27,199 |
|
| 1,250,146 1,057,397 83 222 263,327 131,439 85,966 39,294 |
|
| 177,361 92,145 |
|
| (194,934) (16,834) (31,377) (34,301) 65,167 9,297 |
|
| (161,144) (41,838) |
|
| 16,217 50,307 |
|
| 177,051 92,056 310 89 |
|
| 177,361 92,145 |
|
| 16,013 50,535 204 (228) |
|
| 16,217 50,307 |
|
| 29.33 cents 15.25 cents 29.26 cents 15.22 cents |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2022
| Note CURRENT ASSETS Cash and cash equivalents Other financial assets Receivables Loan servicing advances Financial assets at fair value through profit or loss Inventories Current tax assets Prepayments Assets classified as held for sale 8 Other current assets Total current assets NON-CURRENT ASSETS Receivables Investments accounted for using the equity method Financial assets at fair value through profit or loss Property, plant and equipment Right-of-use assets Deferred tax assets Intangibles Other non-current assets Total non-current assets Total assets CURRENT LIABILITIES Payables Borrowings 9 Lease liabilities Current tax liabilities Financial liabilities at fair value through profit or loss Provisions Deferred consideration Mortgage servicing related liabilities Liabilities classified as held for sale 8 Total current liabilities NON-CURRENT LIABILITIES Payables Borrowings 9 Lease liabilities Financial liabilities at fair value through profit or loss Deferred tax liabilities Provisions Deferred consideration Mortgage servicing related liabilities Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity 11 Reserves Retained earnings Total parent entity interest Non-controlling interests Total equity |
31 December 30 June 2022 2022 $000 $000 998,046 1,000,817 79,264 84,122 540,218 481,181 370,140 296,118 3,861 8,188 5,992 5,263 17,230 7,130 58,896 43,470 - 78,763 7,391 2,853 |
|---|---|
| 2,081,038 2,007,905 1,636 171 8,419 8,380 53,640 61,807 133,535 134,207 156,261 170,721 246,354 176,149 3,530,606 3,536,727 871 630 |
|
| 4,131,322 4,088,792 |
|
| 6,212,360 6,096,697 |
|
| 516,886 543,669 102,895 559,331 42,644 40,703 25,888 24,663 27,551 5,135 41,416 37,601 647 651 34,275 34,460 - 23,897 |
|
| 792,202 1,270,110 |
|
| 38,141 38,899 2,360,725 1,843,020 148,456 162,145 450,028 230,831 242,032 232,033 23,470 23,147 684 975 80,689 97,734 |
|
| 3,344,225 2,628,784 |
|
| 4,136,427 3,898,894 |
|
| 2,075,933 2,197,803 |
|
| 519,299 519,299 (277,235) (99,693) 1,832,235 1,776,767 |
|
| 2,074,299 2,196,373 1,634 1,430 |
|
| 2,075,933 2,197,803 |
The above consolidated 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 2022
| Note Total equity at 1 July 2022 Profit for the half-year Cash flow hedges and cost of hedging Exchange differences on translation of foreign operations Income tax (expense)/credits Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Dividends provided for or paid 5 Cash purchase of shares on market Share based remuneration Balance at 31 December 2022 Total equity at 1 July 2021 Profit for the half-year Cash flow hedges and cost of hedging Exchange differences on translation of foreign operations Income tax (expense)/credits Total comprehensive income for the half-year Transactions with owners in their capacity as owners: Dividends provided for or paid 5 Cash purchase of shares on market Share based remuneration Balance at 31 December 2021* |
Attributable to members of Computershare Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 519,299 (99,693) 1,776,767 2,196,373 1,430 2,197,803 - - 177,051 177,051 310 177,361 - (194,934) - (194,934) - (194,934) - (31,271) - (31,271) (106) (31,377) - 65,167 - 65,167 - 65,167 |
|---|---|
| - (161,038) 177,051 16,013 204 16,217 |
|
| - - (121,583) (121,583) - (121,583) - (31,677) - (31,677) - (31,677) - 15,173 - 15,173 - 15,173 |
|
| 519,299 (277,235) 1,832,235 2,074,299 1,634 2,075,933 |
|
| Attributable to members of Computershare Limited Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 519,299 6,337 1,755,361 2,280,997 1,938 2,282,935 - - 92,056 92,056 89 92,145 - (16,834) - (16,834) - (16,834) - (33,984) - (33,984) (317) (34,301) - 9,297 - 9,297 - 9,297 |
|
| - (41,521) 92,056 50,535 (228) 50,307 |
|
| - - (101,917) (101,917) - (101,917) - (22,627) - (22,627) - (22,627) - 13,396 - 13,396 - 13,396 |
|
| 519,299 (44,415) 1,745,500 2,220,384 1,710 2,222,094 |
- July 2021 opening equity balance has been restated to reflect correction of an immaterial error impacting prior periods - the recognition of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit of $3.3 million in retained earnings.
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT For the half-year ended 31 December 2022
| Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Loan servicing advances (net) Dividends received from associates, joint ventures and equity securities Interest paid and other finance costs Interest received Income taxes paid Net operating cash flows 6 CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of controlled entities and businesses (net of cash acquired) Proceeds from/(payments for) intangible assets including MSRs Proceeds from sale of associate Proceeds from/(payments for) investments Payments for property, plant and equipment Net investing cash flows CASH FLOWS FROM FINANCING ACTIVITIES Payments for purchase of ordinary shares - share based awards Proceeds from borrowings Repayment of borrowings Loan servicing borrowings (net) Dividends paid - ordinary shares (net of dividend reinvestment plan) Purchase of ordinary shares - dividend reinvestment plan Lease principal payments Net financing cash flows Net increase/(decrease) in cash and cash equivalents held Cash and cash equivalents at the beginning of the financial year Exchange rate variations on foreign cash balances Cash and cash equivalents at the end of the half-year1 |
Half-year 2022 2021 $000 $000 1,440,049 1,181,051 (1,062,612) (903,475) (74,023) 16,001 4,025 - (62,168) (39,452) 9,055 686 (80,836) (35,556) |
|---|---|
| 173,490 219,255 |
|
| (292) (729,658) (102,024) (4,489) - 16,696 2,500 (4,838) (17,163) (12,281) |
|
| (116,979) (734,570) |
|
| (31,677) (22,627) 417,477 1,139,218 (335,751) (284,173) 16,135 (19,463) (106,477) (86,587) (15,106) (15,330) (22,196) (28,896) |
|
| (77,595) 682,142 |
|
| (21,084) 166,827 1,030,765 816,810 (11,635) (14,202) |
|
| 998,046 969,435 |
1 Cash and cash equivalents at 31 December 2022 includes nil cash (31 December 2021: $33.0 million, 30 June 2022: $29.9 million) 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.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
1. BASIS OF PREPARATION
The interim financial report for the half-year reporting period ended 31 December 2022 includes the condensed financial statements for the consolidated entity consisting of Computershare Limited and its controlled entities, referred to collectively as the “consolidated entity”, “the Group” or “Computershare”.
The interim financial report is a general purpose financial report prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. The interim financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), including IAS 34 Interim Financial Reporting.
The interim financial report does 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 2022 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.
Where necessary, comparative figures have been adjusted to comply with the changes in presentation in the current period.
The accounting policies adopted are materially consistent with those of the previous financial year and the corresponding interim reporting period.
2. EARNINGS PER SHARE
| Half-year ended 31 December 2022 Earnings per share (cents per share) Reconciliation of earnings Profit for the half-year Non-controlling interest (profit)/loss Add back management adjustment items (see below) Net profit attributable to the members of Computershare Limited Weighted average number of ordinary shares used as denominator in calculating earnings per share |
Basic EPS Diluted EPS Management Basic EPS Management Diluted EPS 29.33 cents 29.26 cents 44.55 cents 44.44 cents $000 $000 $000 $000 177,361 177,361 177,361 177,361 (310) (310) (310) (310) - - 91,880 91,880 |
|---|---|
| 177,051 177,051 268,931 268,931 |
|
| 603,729,336 605,104,346 603,729,336 605,104,346 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2022
| Half-year ended 31 December 2021 Earnings per share (cents per share) Reconciliation of earnings Profit for the half-year Non-controlling interest (profit)/loss Add back management adjustment items (see below) Net profit attributable to the members of Computershare Limited Weighted average number of ordinary shares used as denominator in calculating earnings per share |
Basic EPS Diluted EPS Management Basic EPS Management Diluted EPS 15.25 cents 15.22 cents 23.10 cents 23.06 cents $000 $000 $000 $000 92,145 92,145 92,145 92,145 (89) (89) (89) (89) - - 47,420 47,420 |
|---|---|
| 92,056 92,056 139,476 139,476 |
|
| 603,729,336 604,729,014 603,729,336 604,729,014 |
Reconciliation of weighted average number of shares used as the denominator:
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Share appreciation rights Performance rights Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share |
2022 2021 Number Number 603,729,336 603,729,336 680,307 361,611 694,703 638,067 |
|---|---|
| 605,104,346 604,729,014 |
For the half-year ended 31 December 2022 management adjustment items include the following:
| Amortisation Amortisation of intangible assets Acquisitions and disposals Acquisition related integration expenses Adjustment of contingent consideration receivable Other Major restructuring costs Marked to market adjustments - derivatives UK Mortgage Services impairment Total management adjustment items |
Gross Tax effect Net of tax $000 $000 $000 (48,049) 12,931 (35,118) (43,868) 11,948 (31,920) 2,751 (825) 1,926 (16,008) 4,229 (11,779) (3,584) 931 (2,653) (14,944) 2,608 (12,336) |
|---|---|
| (123,702) 31,822 (91,880) |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
Management Adjustment Items
Management adjustment items net of tax for the half-year ended 31 December 2022 were as follows:
Amortisation
- Customer relationships and most of 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 2022 was $35.1 million. Amortisation of mortgage servicing rights, certain acquired software as well as intangibles purchased outside of business combinations is included as a charge against management earnings.
Acquisitions and disposals
-
Acquisition-related integration expenses are associated mainly with the integration of the Corporate Trust business ($22.2 million) and the ongoing integration of Equatex including the rollout of the acquired software ($8.3 million).
-
A true-up of contingent consideration receivable for last year’s disposal of Milestone Group Pty Ltd resulted in an after-tax gain of $1.9 million.
Other
-
Costs of $11.8 million were incurred in respect of major restructuring programmes spanning several years including Finance and People transformation, US Mortgage Services cost-out programme and continued property rationalisation.
-
Revaluation of derivatives that have not received hedge designation and the ineffective portion of derivatives in hedge relationships are taken to profit or loss in the statutory results. The impact in the current reporting period was a loss of $2.7 million.
-
An impairment charge of $12.3 million was incurred in respect of intangible assets, right-of-use assets and property, plant and equipment in UK Mortgage Services as their carrying amounts were not supported by the expected future cashflows of the business (note 8).
For the half-year ended 31 December 2021 management adjustment items included the following:
| Amortisation Amortisation of intangible assets Acquisitions and disposals Acquisition related integration expenses Acquisition and disposal related expenses Gain on disposal Other Major restructuring costs Marked to market adjustments - derivatives Voucher Services impairment Total management adjustment items |
Gross Tax effect Net of tax $000 $000 $000 (27,225) 6,857 (20,368) (29,370) 6,931 (22,439) (14,964) 4,050 (10,914) 17,078 (4,158) 12,920 (4,699) 1,035 (3,664) (2,534) 673 (1,861) (1,094) - (1,094) |
|---|---|
| (62,808) 15,388 (47,420) |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
3. SEGMENT INFORMATION
In accordance with AASB 8 Operating Segments, the Group has identified its operating segments to be the following global business lines:
-
a) Issuer Services
-
b) Mortgage Services & Property Rental Services
-
c) Employee Share Plans & Voucher Services
-
d) Business Services
-
e) Communication Services & Utilities
-
f) Computershare Corporate Trust g) Technology Services
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services. Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy deposit protection services in the UK. Employee Share Plans & Voucher Services comprise the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK. Business Services comprises the provision of bankruptcy and class actions administration services and the legacy corporate trust operations in Canada and the US. Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Computershare Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US. Technology Services comprise the provision of software specialising in share registry and financial services.
There is a corporate function which 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.
The operating segments presented reflect the manner in which the Group is internally managed and the financial information reported to the chief operating decision maker (CEO). 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. The key segment performance measure is based on management adjusted earnings before interest and tax (management adjusted EBIT).
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
OPERATING SEGMENTS
| 31 December 2022 Total segment revenue and other income Intersegment revenue External revenue and other income Revenue by geography: Asia Australia & New Zealand Canada Continental Europe UK, Channel Islands, Ireland & Africa United States Management adjusted EBIT 31 December 2021 Total segment revenue and other income Intersegment revenue External revenue and other income Revenue by geography: Asia Australia & New Zealand Canada Continental Europe UK, Channel Islands, Ireland & Africa United States Management adjusted EBIT |
Issuer Services Employee Share Plans & Voucher Services Communi cation Services & Utilities Mortgage Services & Property Rental Services Business Services Computer share Corporate Trust Technology Services Total $000 $000 $000 $000 $000 $000 $000 $000 519,816 150,937 147,651 266,231 118,003 400,698 125,754 1,729,090 (13,149) (2,142) (66,789) - (654) (11,298) (125,658) (219,690) |
|---|---|
| 506,667 148,795 80,862 266,231 117,349 389,400 96 1,509,400 |
|
| 38,426 19,450 - - - - - 57,876 65,330 7,101 37,191 - - - 19 109,641 43,900 8,769 5,298 - 49,586 - 73 107,626 15,419 3,750 11,821 - - - - 30,990 58,883 83,050 4,547 67,604 3,274 - 4 217,362 284,709 26,675 22,005 198,627 64,489 389,400 - 985,905 |
|
| 506,667 148,795 80,862 266,231 117,349 389,400 96 1,509,400 |
|
| 161,667 28,931 5,597 (9,606) 52,791 199,311 852 439,543 477,166 164,323 160,776 294,409 85,539 76,744 121,354 1,380,311 (14,159) (909) (76,293) - (636) - (121,344) (213,341) |
|
| 463,007 163,414 84,483 294,409 84,903 76,744 10 1,166,970 |
|
| 40,343 20,807 - - - - - 61,150 67,507 8,101 40,918 - - - 10 116,536 41,189 10,620 5,267 - 33,444 - - 90,520 17,316 5,048 15,305 - - - - 37,669 49,824 92,957 4,069 80,402 6,482 - - 233,734 246,828 25,881 18,924 214,007 44,977 76,744 - 627,361 |
|
| 463,007 163,414 84,483 294,409 84,903 76,744 10 1,166,970 |
|
| 116,744 37,671 10,764 14,318 19,336 9,099 8,244 216,176 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
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:
| Total operating segment revenue and other income Intersegment eliminations Other income Corporate revenue Total revenue from continuing operations |
Half-year 2022 2021 $000 $000 1,729,090 1,380,311 (219,690) (213,341) (9,731) (14,349) 5,265 4,566 |
|---|---|
| 1,504,934 1,157,187 |
Management adjusted EBIT
Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items permits a 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 EBIT to operating profit before income tax is provided as follows:
| Management adjusted EBIT - operating segments Management adjusted EBIT - corporate Management adjusted EBIT Management adjustment items (before related income tax effect): Amortisation of intangible assets Acquisition related integration expenses Acquisition and disposal related expenses Gain on disposal Major restructuring costs Marked to market adjustments - derivatives UK Mortgage Services impairment (note 8) Voucher Services impairment Total management adjustment items (note 2) Finance costs Profit before income tax from continuing operations |
Half-year 2022 2021 $000 $000 439,543 216,176 1,141 5,270 |
|---|---|
| 440,684 221,446 (48,049) (27,225) (43,868) (29,370) - (14,964) 2,751 17,078 (16,008) (4,699) (3,584) (2,534) (14,944) - - (1,094) |
|
| (123,702) (62,808) (53,655) (27,199) |
|
| 263,327 131,439 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
4. INCOME TAX EXPENSE
| 4. INCOME TAX EXPENSE | ||
|---|---|---|
| Half year | ||
| 2022 | 2021 | |
| $000 | $000 | |
| Profit before income tax expense | 263,327 | 131,439 |
| The tax expense for the financial year differs from the amount calculated on the profit. | ||
| The differences are reconciled as follows: | ||
| Prima facie income tax expense thereon at 30% | 78,998 | 39,432 |
| Variation in tax rates of foreign controlled entities | (9,312) | (99) |
| Tax effect of permanent differences: | ||
| Withholding tax not creditable | 7,586 | - |
| Effect of changes in tax rates and laws | 3,578 | (1,117) |
| Capital gain on internal reorganisation | 2,577 | - |
| Non-deductible interest expense | 1,783 | - |
| Prior year tax (over)/under provided | (867) | 329 |
| Disposal of investment in Milestone Group Pty Ltd | - | (907) |
| Net other | 1,623 | 1,656 |
| Income tax expense | 85,966 | 39,294 |
| 5. DIVIDENDS | ||
| 2022 | 2021 | |
| $000 | $000 | |
| Ordinary shares | ||
| Dividends provided for or paid during the half-year | 121,583 | 101,917 |
5. DIVIDENDS
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 determined to pay an interim dividend of AU 30 cents per fully paid ordinary share, which is unfranked. As the dividend was not determined to be paid until 14 February 2023, a provision has not been recognised as at 31 December 2022.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
6. CASH FLOW INFORMATION
Reconciliation of net profit after tax to cash flows from operating activities
| Net profit after income tax Adjustments for: Depreciation and amortisation Net (gain)/loss on disposals and revaluation of assets Net (gain)/loss on lease modifications and terminations Amortisation of USD senior note fair value adjustment to interest expense Share of net (profit)/loss of associates and joint ventures accounted for using equity method Employee benefits – share based expense Impairment charge Fair value adjustments Adjustment of contingent consideration receivable Changes in assets and liabilities: (Increase)/decrease in receivables (Increase)/decrease in inventories (Increase)/decrease in loan servicing advances (Increase)/decrease in other current assets Increase/(decrease) in payables and provisions Increase/(decrease) in tax balances Net cash and cash equivalents from operating activities |
Half-year 2022 2021 $000 $000 177,361 92,145 147,635 120,149 (4,361) (26,092) - 1,263 (7,504) (10,603) (83) (222) 16,972 12,550 14,944 1,094 3,584 2,534 (2,751) - (49,208) (6,965) (762) 774 (74,024) 16,001 (5,667) (8,523) (47,776) 21,412 5,130 3,738 |
|---|---|
| 173,490 219,255 |
7. BUSINESS COMBINATIONS
There were no acquisitions in the period to 31 December 2022.
Acquisition accounting for the CCT and Worldwide Incorporators Ltd business combinations has been finalised in the current reporting period. The acquisition accounting for the CCT acquisition did not change from what was reported in the 30 June 2022 Annual Report. Intangible assets of $0.7 million were recognised and adjusted out of goodwill for the Worldwide Incorporators Ltd acquisition.
8. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
Due to delays and uncertainties associated with the disposal process, it has been determined that the sale of the UK mortgage services business is no longer highly probable to occur within 12 months and not likely without significant changes to the initial disposal plan. Therefore, despite the continued sale efforts, this business is no longer classified as held for sale as of 31 December 2022.
As the non-current assets of UK Mortgage Services were subject to impairment testing in the reporting period, an impairment charge of $14.9 million was recorded in the half-year writing down the intangible assets, right-of-use assets and property, plant and equipment associated with this business to nil.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
9. BORROWINGS
| Current Bank loans (SLS non-recourse advance facility) Revolving syndicated bank facilities (a) Other bank loans Non-current Bank loans (SLS non-recourse advance facility) Revolving syndicated bank facilities (a) USD Senior Notes Euro Medium Term Note (EMTN) Australian Medium Term Note (AMTN) |
31 December 30 June 2022 2022 $000 $000 102,895 171,687 - 385,348 - 2,296 |
|---|---|
| 102,895 559,331 |
|
| 104,512 17,332 825,276 361,191 758,074 787,546 490,280 490,023 182,583 186,928 |
|
| 2,360,725 1,843,020 |
- a) The current portion of the revolving syndicated bank facility was refinanced in October 2022 and reclassified to the noncurrent category.
10. FAIR VALUE MEASUREMENTS
The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes. The measurement hierarchy used is as follows:
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period for identical assets and liabilities. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entityspecific estimates. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. This includes 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). If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Such instruments include derivative financial instruments and the portion of borrowings included in the fair value hedge.
Specific valuation techniques used to value financial instruments are as follows:
-
a) Quoted market prices or dealer quotes are used for similar instruments.
-
b) The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
-
c) The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
-
d) The fair value of cross currency swaps is a combination of the fair value of forward foreign exchange contracts determined using forward exchange rates at the balance sheet date (for the final principal exchange) and the use of quoted market prices or dealer quotes for similar instruments (for the basis valuation).
-
e) The fair value of interest rate swaptions is calculated using the Black-Scholes formula and quoted market prices.
-
21 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
Level 3: Valuation methodology of the asset or liability uses inputs that are not based on observable market data (unobservable inputs). This is the case of investments in unconsolidated structured entities, which are included in financial assets at fair value through profit or loss and deferred consideration arising from business combinations.
The amount of contingent consideration recognised on business combinations is typically referenced to revenue or EBITDA targets. The Group estimates the fair value of the expected future payments based on the terms of each earn-out agreement and management’s knowledge of the business taking into account the likely impact of the current economic environment. Contingent consideration amounts are re-measured every reporting period based on most recent projections. Gains or losses arising from changes in fair value are recognised in profit or loss in the period in which they arise.
The fair value of the investment in structured entities is determined by reference to the interest in net assets of these entities, which approximate their fair values. As profits are realised and dividends are paid to investors, the net assets of these entities decrease and so does the fair value of the Group’s investment.
The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 31 December 2022. The comparative figures are also presented below.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
| As at 31 December 2022 Assets Financial assets at fair value through profit or loss Total assets Liabilities Financial liabilities at fair value through profit or loss Deferred consideration Total liabilities As at 30 June 2022 Assets Financial assets at fair value through profit or loss Total assets Liabilities Financial liabilities at fair value through profit or loss Deferred consideration Total liabilities |
Level 1 Level 2 Level 3 Total $000 $000 $000 $000 25,066 4,340 28,095 57,501 |
|---|---|
| 25,066 4,340 28,095 57,501 |
|
| - 477,579 - 477,579 - - 1,331 1,331 |
|
| - 477,579 1,331 478,910 |
|
| 32,817 5,410 31,768 69,995 |
|
| 32,817 5,410 31,768 69,995 |
|
| - 235,966 - 235,966 - - 1,626 1,626 |
|
| - 235,966 1,626 237,592 |
The following table presents the changes in level 3 items for the period ended 31 December 2022:
| Opening balance at 1 July 2022 Return of Capital Payments Gains/ (losses) recognised in profit or loss Closing balance at 31 December 2022 |
Financial assets at fair value through profit or loss Deferred consideration liability $000 $000 31,768 (1,626) (7,417) - - 295 3,744 - |
|---|---|
| 28,095 (1,331) |
Net fair value of financial assets and liabilities
The carrying amounts of cash and cash equivalents, receivables, loan servicing advances, payables, non-interest bearing liabilities, lease liabilities and loans approximate their fair values for the Group except for:
-
the USD Senior Notes of $758.1 million (30 June 2022: $787.5 million), where the fair value based on level 2 valuation techniques was $705.9 million as at 31 December 2022 (30 June 2022: $728.1 million);
-
the Euro Medium Term Notes of $490.3 million (30 June 2022: $490.0 million), where the fair value based on level 2 valuation techniques was $440.6 million as at 31 December 2022 (30 June 2022: $457.0 million);
-
the AUD Medium Term Notes of $182.6 million (30 June 2022: $186.9 million), where the fair value based on level 2 valuation techniques was $183.7 million as at 31 December 2022 (30 June 2022: $188.1 million).
Derivatives
During the reporting period, the Group entered into further derivative transactions, primarily interest rate swaps designated as cash flow hedges of margin income. The mark to market value of derivative positions at 31 December 2022 has therefore increased significantly since 30 June 2022.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2022
11. CONTRIBUTED EQUITY
There have been no share buy-backs or issue of ordinary shares during the half-year ended 31 December 2022.
| Movement in contributed equity Balance at 1 July 2022 Balance at 31 December 2022 |
Number of shares $000 603,729,336 519,299 |
|---|---|
| 603,729,336 519,299 |
12. OTHER INFORMATION
On 14 February 2023, the Group signed an agreement with a third party to dispose of the Bankruptcy and Class Actions division, which is based in North America and forms part of the Business Services segment, with an expected closing date of 1 May 2023. Under the terms of the sale, Computershare will receive a base consideration of $100.0 million with additional contingent consideration receivable over the next four years, conditional on the business achieving set performance targets. The accounting gain or loss on disposal is not expected to be material to the Group.
13. CONTINGENT LIABILITIES
Legal and regulatory matters
Regulatory, tax and commercial claims have been made against the consolidated entity in various countries in the normal course of business. An inherent difficulty in predicting the outcome of such matters exists and they may take some time to resolve. Based on current knowledge of the Group, an appropriate liability is recognised on the consolidated balance sheet if future cash outflows are considered probable with regard to such claims. The status of the claims is monitored by management on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s financial statements.
Guarantees, indemnities and other contingent liabilities
There have been no material changes to guarantees, indemnities and other contingent liabilities since the last reporting date.
14. COMMITMENTS
There have been no material changes to commitments since the last reporting date.
15. 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 9 to 24 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 2022 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 [153 x 36] intentionally omitted <==
PJ Reynolds
Chairman
==> picture [76 x 46] intentionally omitted <==
SJ Irving Director
Melbourne
14 February 2023
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENTS OF THE CEO AND CFO
Statement to the Board of Directors of Computershare Limited
The Chief Executive Officer and Chief Financial Officer state that:
-
(a) the financial records of the consolidated entity for the half-year ended 31 December 2022 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 halfyear ended 31 December 2022:
-
(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 2022 and of their performance for the half-year ended on that date.
==> picture [76 x 46] intentionally omitted <==
SJ Irving
==> picture [101 x 39] intentionally omitted <==
NSR Oldfield
Chief Executive Officer
Chief Financial Officer
14 February 2023
- 26 -
==> picture [73 x 56] intentionally omitted <==
Independent auditor's review report to the members of Computershare Limited
Report on the half-year financial report
Conclusion
We have reviewed the half-year financial report of Computershare Limited (the Company) and the entities it controlled during the half-year (together the Group), which comprises the consolidated statement of financial position as at 31 December 2022, the consolidated statement of changes in equity, consolidated cash flow statement and consolidated statement of profit or loss and other comprehensive income for the half-year ended on that date, significant accounting policies and explanatory notes and the directors' declaration.
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of Computershare Limited does not comply with the Corporations Act 2001 including:
-
giving a true and fair view of the Group's financial position as at 31 December 2022 and of its performance for the half-year ended on that date
-
complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
Basis for conclusion
We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity (ASRE 2410). Our responsibilities are further described in the Auditor’s responsibilities for the review of the half-year financial report section of our report.
We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional & Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
Responsibilities of the directors 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 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 gives a true and fair view and 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 ISA 34 Interim Financial Reporting as issued by the International Accounting Standards Board.
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999
PricewaterhouseCoopers, ABN 52 780 433 757
Liability limited by a scheme approved under Professional Standards Legislation.
‐ 27 ‐
==> picture [73 x 56] intentionally omitted <==
Auditor's responsibilities for the review of the half-year financial report
Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group's financial position as at 31 December 2022 and of 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 .
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.
==> picture [144 x 28] intentionally omitted <==
PricewaterhouseCoopers
==> picture [93 x 27] intentionally omitted <==
Marcus Laithwaite Partner
Melbourne 14 February 2023
‐ 28 ‐
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
31 December 2022 31 December 2021 Net tangible asset backing per ordinary share (2.82) (2.60)
Controlled entities acquired or disposed of (Appendix 4D item 4)
No entities have been acquired or disposed for the period ending 31 December 2022.
Additional dividend information (Appendix 4D item 5)
Details of dividends determined to be paid or paid during or subsequent to the half-year ended 31 December 2022 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend (AUD) |
Franked amount per security |
Conduit foreign income amount per security |
|---|---|---|---|---|---|---|
| 17 August 2022 | 12 September 2022 |
Final | AU 30 cents | 181,098,242 |
AU 0.0 cents |
AU 30.0 cents |
| 22 February2023 | 21 March 2023 | Interim | AU 30 cents | 181,118,801 |
AU 0.0 cents |
AU 30.0 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 determined in respect of the current financial year on 14 February 2023. Applications or notices received after 5.00pm (Melbourne time) on 23 February 2023 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 27 February 2023 to 10 March 2023 (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 | Principal | Ownership | interest | Consolidated carrying | Consolidated carrying |
|---|---|---|---|---|---|---|
| incorporation | activity | amount | ||||
| December | June | December | June | |||
| 2022 | 2022 | 2022 | 2022 | |||
| % | % | $000 | $000 | |||
| Joint Ventures | ||||||
| Computershare Pan Africa | Mauritius | Investor | 60 | 60 | - | - |
| Holdings Ltd | Services | |||||
| Associates | ||||||
| Investor | ||||||
| Expandi Ltd | United Kingdom | Services | 25 | 25 | 6,751 | 6,709 |
| Investor | ||||||
| Reach LawTech Pty Ltd | Australia | Services | 46.5 | 46.5 | - | - |
| The Reach Agency Holdings Pty | Investor | |||||
| Ltd | Australia | Services | 46.5 | 46.5 | 1,668 | 1,671 |
| 8,419 | 8,380 |
The share of net profit/(loss) of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2022 is a gain of $0.1 million (31 December 2021: $0.2 million gain).
Foreign Entities (Appendix 4D item 8)
For foreign entities, International Financial Reporting Standards are used in compiling the half-year consolidated report.
- 30 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
CORPORATE DIRECTORY
DIRECTORS
Paul Joseph Reynolds (Chairman) Stuart James Irving (President and Chief Executive Officer) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick 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 [email protected]
Website
www.computershare.com
AUDITORS
PricewaterhouseCoopers 2 Riverside Quay Southbank VIC 3006
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