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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2025
Feb 10, 2025
64696_rns_2025-02-10_c310a4f2-1453-4eac-a4ea-67df543c8251.pdf
Interim / Quarterly Report
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ASX HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2024
Lodged with the ASX under Listing Rule 4.2A
This information should be read in conjunction with the 30 June 2024 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) 35 Corporate Directory 37
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 2024 (Previous corresponding period half-year ended 31 December 2023)
RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | ||||
|---|---|---|---|---|
| Revenuefrom ordinary activities | ||||
| (Appendix 4D item 2.1) | down | 6.7% | to | 1,498,788 |
| Profit/(loss)after tax from continuing operations attributable to | ||||
| members | up | 24.9% | to | 286,510 |
| Profit/(loss)after tax from discontinued operations attributable to | ||||
| members | up | 101.0% | to | 1,259 |
| Profit/(loss)after tax attributable to members | up | 173.5% | to | 287,769 |
| (Appendix 4D item 2.2) | ||||
| Net profit/(loss)for the period attributable to members | up | 173.5% | to | 287,769 |
| (Appendix 4D item 2.3) |
| Dividends | Amount per security Franked amount per security | Amount per security Franked amount per security |
|---|---|---|
| (Appendix 4D item 2.4) | ||
| Interim dividend | AU 45.0 cents | AU 0.0 cents |
| Final dividend (prior year) | AU 42.0 cents | AU 0.0 cents |
Record date for determining entitlements to the interim dividend (Appendix 4D item 2.5) 19 February 2025
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year decreased to $1,498.8 million (2023: $1,606.4 million). The incremental change of $107.6 million was driven by the disposal of the US Mortgage Services (US MS) business, which was sold in May 2024. This generated $197.6 million in total revenue in the prior period of which $35.2 million related to Margin Income.
Net of the sale of US MS, total revenue from continuing operations for the half-year increased $90 million (6.4%) to $1,498.8 million (2023: $1,408.8 million). This growth was driven by higher core fees of $31.7 million. Event and transactional revenue also increased, by $59.7 million whilst margin income reduced slightly, by $1.4 million.
Key business movements from continuing operations, excluding margin income, were as follows:
-
Issuer Services revenues increased $33.5 million (7.6%), reflecting improvement across all aspects of the business - Registry Maintenance, Stakeholder Relationship Management, Corporate Actions and Governance Services.
-
Corporate Trust revenue grew $16.9 million (6.7%) due to stronger market activity driving new business, including higher client balances in Money Market Funds (MMF).
-
Employee Share Plans revenues rose $39.0 million (up 22.9%) reflecting new client fees and higher participant trading activity.
-
Mortgage Services revenues in the UK decreased by $2.8 million (down -5.4%) due to legacy book run-off and unfavourable foreign exchange movements.
Margin income from continuing operations was down $1.4 million (down -0.4%) relative to the prior period, with rising balances offsetting the impact of the falling global interest rate environment. Average balances rose $3.3 billion to $30.2 billion primarily due to growth in Corporate Trust balances in both the US and Canada from higher market volumes, whilst an increase in general dividend levels led to slightly higher balances in the Issuer Services business.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 December 2024 (Previous corresponding period half-year ended 31 December 2023)
RESULTS FOR ANNOUNCEMENT TO THE MARKET
A stronger British pound and Australian dollar relative to the prior period increased the translated USD revenue contribution from those regions, whilst a weaker Canadian dollar decreased the translated USD revenue contribution from that region. The FX movements of major currencies (GBP, CAD and AUD) increased revenues by $7.6 million.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
Profit after income tax from continuing operations attributable to members was $286.5 million, an increase of 24.9% over the corresponding period.
Revenue from continuing operations was higher than the corresponding period, primarily due to fee revenue growth across all our key business lines - Employee Share Plans, Issuer Services and Corporate Trust. Margin Income was marginally down compared to the prior reporting period with the impact of lower rates being partially offset by higher balances.
Total expenses from continuing operations were $43.9 million higher (4%). Operating expenses increased to support the higher revenues and business volumes whilst they were also impacted by costs associated with Solium UK (6 months in current reporting period compared to 1 month in prior period) and general inflation. There was also an increase in restructuring costs due to a program that was launched in FY24 to drive digitization in operational process as well as identifying efficiencies and optimisation opportunities in our corporate overhead base to tackle stranded costs arising from recent disposals. This was partly offset by lower integration costs in the US Corporate Trust business due to the completion of the Transitional Services Agreement (TSA) in November 2023. Finally, borrowing costs were down, benefitting from both lower borrowings and lower rates.
The Group’s effective tax rate from continuing operations at 23.4% was lower than 1H24’s rate of 28.4%, predominantly driven by a change in US State Income Tax mix following the sale of the US Mortgage Services business.
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 in respect of the half-year ended 31 December 2024 of AU 45 cents per share. This dividend is unfranked.
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2024
| 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 | 11 |
| Consolidated statement of changes in equity | 12 |
| Consolidated cash flow statement | 13 |
| Notes to the consolidated financial statements | 14 |
| Directors’ declaration | 31 |
| Statement to the Board of Directors | 32 |
| Independent auditor’s review report to the members | 33 |
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 2024 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.
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 2024.
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) Abigail Pip Cleland Tiffany Lee Fuller Lisa Mary Gay John Nendick Gerrard Bruce Schmid 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, Corporate Trust, Employee Share Plans & Voucher Services, Communication Services & Utilities, Mortgage Services & Property Rental Services and Technology Services & Operations.
-
The Issuer Services operations comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services.
-
The Corporate Trust operations comprises trust and agency services in connection with the administration of debt securities in the US and the legacy corporate trust operations in Canada and the US.
-
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.
-
Technology Services & Operations includes the provision of software specialising in share registry, financial services, operations and shared services functions.
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 $376.1 million for the period. This comprised of a profit before tax of $374.3 million from continuing operations (2023: $320.3 million), an increase of 16.9%, as well as a profit of $1.8 million in discontinued operations for the half-year ended 31 December 2024 (2023: $150.7 million loss).
Total revenue from continuing operations increased to $1,498.8 million (2023: $1,408.8 million). Margin income was $1.4 million lower due to lower yields partially offset by higher balances.
Issuer Services revenues excluding margin income were 7.6% higher than prior period, reflecting higher event-based revenues in Corporate Actions and Stakeholder Relationship Management as well as increased transactional volumes in Registry. Governance Services revenue also increased.
- 5 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
Corporate Trust revenue excluding margin income was up 6.7% due to higher business volumes.
Employee Share Plans revenue excluding margin income increased due to higher participant trading activity (up $29.4 million) and increased core client fees (up $8.2 million).
Total expenses from continuing operations were $1,133.6 million, up $43.9 million principally due to an increase in restructuring costs primarily related to a cost out program that was launched in the previous financial year. Underlying operating expenses also increased driven by costs to support the higher business volumes as well as those associated with the Solium UK acquisition (6 months in the current reporting period compared to one month in the prior period) and general inflation. These were partly offset by lower Corporate Trust integration costs due to the completion of the TSA in November 2023. Borrowing costs were down due to lower borrowing levels and rates.
Operating cash flows increased by $32 million to $354.2 million (2023: $322.2 million) compared to the corresponding period due mainly to greater profit levels.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the half-year was $287.8 million (2023: $105.2 million) after deducting income tax and non-controlling interests.
DIVIDENDS
The following dividends of the consolidated entity have been paid, determined or recommended since the end of the preceding financial year:
Ordinary shares
-
A final dividend in respect of the year ended 30 June 2024 was determined by the directors of the Company and paid on 16 September 2024. This was an ordinary unfranked dividend of AU 42 cents per share.
-
An interim dividend was determined by the directors of the Company in respect of the half-year ended 31 December 2024 with a payment date of 19 March 2025. This is an ordinary unfranked dividend of AU 45 cents per share, amounting to AUD 263,514,682 based on shares on issue as at 11 February 2025. The determination to pay the dividend was made on 11 February 2025 and accordingly no provision has been recognised at 31 December 2024.
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.
- 6 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
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
11 February 2025
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Auditor’s Independence Declaration
As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2024, I declare that to the best of my knowledge and belief, there have been:
-
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Computershare Limited and the entities it controlled during the period.
==> picture [88 x 26] intentionally omitted <==
Marcus Laithwaite Melbourne Partner 11 February 2025 PricewaterhouseCoopers
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 2024
| Note Revenue from continuing operations Sales revenue Interest received Dividends received Total revenue from continuing operations Other income Expenses from continuing operations Direct services Technology costs Corporate services Finance costs Total expenses from continuing operations Share of net profit/(loss) of associates and joint ventures accounted for using the equity method Profit before related income tax expense from continuing operations Income tax expense/(credit) 4 Profit after income tax expense from continuing operations Profit/ (loss) after income tax benefit from discontinued operations 8 Profit after tax for the half-year from continuing and discontinued operations Other comprehensive income Items that may be reclassified to profit or loss Cash flow hedges and cost of hedging Exchange differences on translation of foreign operations Income tax relating to these items Items that will not be reclassified to profit or loss Defined benefit plan gain/(loss) Income tax relating to this item 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 |
Half-year 20242023 $000 $000 1,472,990 1,383,038 25,013 24,997 785 746 |
|---|---|
| 1,498,788 1,408,781 9,011 1,094 872,787 816,785 165,082 175,113 36,494 33,760 59,246 64,033 |
|
| 1,133,609 1,089,691 107 66 374,297 320,250 87,485 90,886 |
|
| 286,812 229,364 |
|
| 1,259 (123,984) 288,071 105,380 13,422 130,923 (45,753) 25,031 311 (37,070) (2,733) - 530 |
|
| (34,223) 118,884 |
|
| 253,848 224,264 |
|
| 287,769 105,218 302 162 |
|
| 288,071 105,380 |
|
| 253,569 224,066 279 198 |
|
| 253,848 224,264 |
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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 2024
| Total comprehensive income for the half year attributable to: Continuing operations Discontinued operations Earnings per share for profit from continuing operations attributable to the members of Computershare Limited: Basic earnings per share (cents per share) 2 Diluted earnings per share (cents per share) 2 Earnings per share for profit from discontinued operations attributable to the members of Computershare Limited: Basic earnings per share (cents per share) 2 Diluted earnings per share (cents per share) 2 Earnings per share for profit attributable to the members of Computershare Limited: Basic earnings per share (cents per share) 2 Diluted earnings per share (cents per share) 2 |
252,589 348,248 1,259 (123,984) |
|---|---|
| 253,848 224,264 |
|
| 48.74 cents 38.05 cents 48.64 cents 38.00 cents 0.21 cents (20.58 cents) 0.21 cents (20.56 cents) 48.95 cents 17.47 cents 48.85 cents 17.44 cents |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
-10-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2024
| Note CURRENT ASSETS Cash and cash equivalents Other financial assets Receivables Financial assets at fair value through profit or loss Inventories Current tax assets Prepayments 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 Total current liabilities NON-CURRENT LIABILITIES Payables Borrowings 9 Lease liabilities Financial liabilities at fair value through profit or loss Deferred tax liabilities Provisions 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 2024 30 June 2024 $000 $000 1,122,424 1,193,939 113,492 108,622 560,333 573,569 63 60 4,884 5,523 54,404 40,297 78,573 62,680 4,686 2,514 |
|---|---|
| 1,938,859 1,987,204 68,185 67,677 8,436 8,539 33,211 32,911 152,941 147,106 103,375 107,366 217,354 220,423 2,525,948 2,546,935 - 458 |
|
| 3,109,450 3,131,415 |
|
| 5,048,309 5,118,619 |
|
| 570,444 570,760 613,120 - 26,972 29,043 18,001 23,086 5,624 346 48,776 50,078 2,023 2,043 |
|
| 1,284,960 675,356 |
|
| 23,313 21,823 1,004,201 1,655,294 96,991 101,415 471,700 471,773 214,075 214,452 32,251 29,903 |
|
| 1,842,531 2,494,660 |
|
| 3,127,491 3,170,016 |
|
| 1,920,818 1,948,603 |
|
| 211,885 308,167 (431,272) (379,290) 2,138,800 2,018,600 |
|
| 1,919,413 1,947,477 1,405 1,126 |
|
| 1,920,818 1,948,603 |
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 2024
| Note Total equity at 1 July 2024 Profit for the half-year Cash flow hedges and cost of hedging Exchange differences on translation of foreign operations Defined benefit plan gain/(loss) 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 buy back Share based remuneration Balance at 31 December 2024 Total equity at 1 July 2023 Profit for the half-year Cash flow hedges and cost of hedging Exchange differences on translation of foreign operations Defined benefit plan gain/(loss) 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 buy back Share based remuneration Balance at 31 December 2023 |
Attributable to members of Computershare Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 308,167 (379,290) 2,018,600 1,947,477 1,126 1,948,603 - - 287,769 287,769 302 288,071 - 13,422 - 13,422 - 13,422 - (45,730) - (45,730) (23) (45,753) (2,733) - (2,733) - (2,733) - 841 - 841 - 841 |
|---|---|
| - (34,200) 287,769 253,569 279 253,848 |
|
| - - (167,569) (167,569) - (167,569) - (32,707) - (32,707) - (32,707) (96,282) - - (96,282) - (96,282) - 14,925 - 14,925 - 14,925 |
|
| 211,885 (431,272) 2,138,800 1,919,413 1,405 1,920,818 |
|
| 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 (357,335) 1,977,976 2,139,940 1,042 2,140,982 - - 105,218 105,218 162 105,380 - 130,923 - 130,923 - 130,923 - 24,995 - 24,995 36 25,031 - - - - - - - (37,070) - (37,070) - (37,070) |
|
| - 118,848 105,218 224,066 198 224,264 |
|
| - - (155,484) (155,484) - (155,484) - (24,177) - (24,177) - (24,177) (89,042) - - (89,042) - (89,042) - 16,071 - 16,071 - 16,071 |
|
| 430,257 (246,593) 1,927,710 2,111,374 1,240 2,112,614 |
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 STATEMENT OF CASH FLOWS
For the half-year ended 31 December 2024
| CONSOLIDATED STATEMENT OF CASH FLOWS For the half-year ended 31 December 2024 |
|
|---|---|
| Note | Half-year |
| 2024 2023 |
|
| $000 $000 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| Receipts from customers | 1,483,218 1,547,064 |
| Payments to suppliers and employees | (971,005) (1,003,847) |
| Loan servicing advances (net)3 | - (47,789) |
| Dividends received from associates, joint ventures and equity securities | 785 746 |
| Interest paid and other finance costs | (66,159) (90,953) |
| Interest received | 25,013 24,997 |
| Income taxespaid | (117,639) (108,067) |
| Net operating cash flows 6 |
354,213 322,151 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |
| Payments for purchase of controlled entities and businesses (net of cash acquired) 7 |
(56,003) (36,037) |
| Proceeds from/(payments for) intangible assets including MSRs | - (56,481) |
| Proceeds from disposal of associates and joint ventures | 1,546 1,788 |
| Proceeds from/(payments for) investments | - 5,180 |
| Payments for property, plant & equipment | (25,156) (17,165) |
| Proceeds from sale of controlled entities | 624 3,259 |
| Net investing cash flows | (78,989) (99,456) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| Payments for purchase of ordinary shares - share based awards | (32,707) (24,177) |
| Proceeds from borrowings | 111,414 368,466 |
| Repayment of borrowings | (125,516) (234,000) |
| Loan servicing borrowings (net)3 | - 19,622 |
| Dividends paid - ordinary shares (net of dividend reinvestment plan) | (144,745) (136,636) |
| Purchase of ordinary shares – dividend reinvestment plan | (22,824) (18,848) |
| Payments for on-market share buy-back | (96,282) (89,042) |
| Leaseprincipalpayments | (13,056) (19,577) |
| Net financing cash flows | (323,716) (134,192) |
| Net increase/(decrease) in cash and cash equivalents held1 | (48,492) 88,503 |
| Cash and cash equivalents at the beginning of the financial year | 1,193,939 1,141,695 |
| Exchange rate variations on foreign cash balances | (23,023) 10,951 |
| **Cash and cash equivalents at the end of the half-year2 ** | 1,122,424 1,241,149 |
1 For cash flows from discontinued operations, refer to Note 8 for details.
2 Cash and cash equivalents at 31 December 2024 includes nil cash (31 December 2023: $104.4 million) presented in the assets classified as held for sale line item in the consolidated statement of financial position.
3 These cashflows relate to the disposed US MS business.
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 2024
1. BASIS OF PREPARATION
The interim financial report for the half-year reporting period ended 31 December 2024 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 2024 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.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
2. EARNINGS PER SHARE
| Dec 2024 Dec 2023 $000 $000 Earnings per share (cents per share) from continuing operations Basic EPS 48.74 cents 38.05 cents Diluted EPS 48.64 cents 38.00 cents |
Dec 2024 Dec 2023 $000 $000 Earnings per share (cents per share) from continuing operations Basic EPS 48.74 cents 38.05 cents Diluted EPS 48.64 cents 38.00 cents |
|---|---|
| 2024 2023 |
|
| $000 $000 |
|
| Earnings per share (cents per share) from discontinued operations | |
| Basic EPS | 0.21 cents (20.58 cents) |
| Diluted EPS | 0.21 cents (20.56 cents) |
| Half year ended 31 December 2024 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 48.95 cents 48.85 cents 65.34 cents 65.21 cents $000 $000 $000 $000 288,071 288,071 288,071 288,071 (302) (302) (302) (302) - - 96,340 96,340 |
| 287,769 287,769 384,109 384,109 |
|
| 587,867,266 589,062,766 587,867,266 589,062,766 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
| Half-year ended 31 December 2023 | Basic EPS | Diluted EPS | Management | Management |
|---|---|---|---|---|
| Basic EPS | Diluted EPS | |||
| Earnings per share (cents per share) | 17.47 cents | 17.44 cents | 54.97 cents | 54.90 cents |
| Reconciliation of earnings | $000 | $000 | $000 | $000 |
| Profit for the half-year | 105,380 | 105,380 | 105,380 | 105,380 |
| Non-controlling interest (profit)/loss | (162) | (162) | (162) | (162) |
| Add back management adjustment items (see | ||||
| below) | - | - | 225,927 | 225,927 |
| Net profit attributable to the members of | ||||
| Computershare Limited | 105,218 | 105,218 | 331,145 | 331,145 |
| Weighted average number of ordinary shares | ||||
| used as denominator in calculating earnings | ||||
| per share. | 602,390,548 | 603,212,369 | 602,390,548 | 603,212,369 |
Reconciliation of weighted average number of shares used as the denominator:
| 2024 | 2023 | |
|---|---|---|
| Dec | Dec | |
| Weighted average number of ordinary shares used as the denominator | ||
| in calculating basic earnings per share | 587,867,266 | 602,390,548 |
| Adjustments for calculation of diluted earnings per share: | ||
| Performance rights | 1,195,500 | 821,821 |
| Weighted average number of ordinary shares and potential ordinary shares | ||
| used as the denominator in calculating diluted earnings per share | 589,062,766 | 603,212,369 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
Management Adjustment Items
Management adjustment items net of tax for the half-year ended 31 December 2024 were as follows:
| Gross Tax effect Net of tax |
|||
|---|---|---|---|
| Amortisation $000 $000 $000 |
|||
| Amortisation of intangible assets (47,583) 11,631 (35,952) |
|||
| Acquisitions and disposals | |||
| Acquisition related integration expenses (25,045) 6,127 (18,918) |
|||
| Sale of | US MS 1,798 (539) 1,259 |
||
| Other | |||
| Major restructuring costs (37,261) 9,370 (27,891) |
|||
| Marked | to market adjustments - derivatives 1,294 (393) 901 |
||
| Margin | income hedge modification (22,483) 6,744 (15,739) |
||
| Total management adjustment items (129,280) 32,940 (96,340) |
|||
| 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 2024 was | |||
| $35.9 million after tax. Amortisation of certain acquired software as well as intangibles purchased outside of | |||
| business combinations is included as a charge against management earnings. | |||
| Acquisitions and disposals | |||
| | Disposal accounting for the prior period’s sale of the US MS business resulted in a net gain of $1.3 million. | ||
| | Acquisition-related integration expenses are associated mainly with the integration of the Corporate Trust | ||
| business ($5.5 million) and the ongoing integration of Equatex including a rollout of the previously acquired | |||
| software ($11.5 million). | |||
| Other | |||
| | Costs of $27.9 million were incurred in respect of major restructuring programs spanning several years. | ||
| These include a business-wide cost-out program announced in FY24, the implementation of new global | |||
| enterprise resource planning and human capital management platforms, Issuer Services digitisation, | |||
| mortgage services cost-out programs, treasury transformation and continued property rationalisation. | |||
| | Revaluation of derivatives that have not received hedge designation or the ineffective portion of derivatives | ||
| in hedge relationships is taken to profit or loss in the statutory results. The impact in the current reporting | |||
| period was a gain of $0.9 million. | |||
| | The Group extended the duration of certain interest rate swaps hedging margin income balances. The | ||
| modification was accounted for as a derecognition of the cash flow hedge relationship, which resulted in a | |||
| significant management-adjusted charge against income in the current period. There will be additional | |||
| accounting impacts in the coming years associated with this modification, initially accounting charges in the | |||
| next few years followed by offsetting accounting gains in the later years until maturity of the renewed | |||
| portfolio in the year ending June 2034. These hedge-related accounting impacts are non-cash and will fully | |||
| unwind over the life of the derivative portfolio resulting in a nil net impact to the profit and loss over the | |||
| term. All cash-based impacts resulting from the hedging strategy (derivative settlements) will be included in | |||
| the management earnings as per the standard practice. The impact in the current reporting period was a | |||
| loss of $15.7 million. |
-17-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2024
For the half-year ended 31 December 2023 management adjustment items include the following:
| Amortisation Amortisation of intangible assets Acquisitions and disposals Acquisition related integration expenses Disposal related expenses Disposal related expenses – KCC Business Other Major restructuring costs Marked to market adjustments – derivatives US MS impairment Total management adjustment items |
Gross Tax effect Net of tax $000 $000 $000 (46,751) 12,243 (34,508) (72,498) 18,808 (53,690) (4,856) 1,259 (3,597) (3,941) 1,021 (2,920) (19,957) 5,215 (14,742) (150) 44 (106) (143,024) 26,660 (116,364) |
|---|---|
| (291,177) 65,250 (225,927) |
-18-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
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) Corporate Trust
-
c) Employee Share Plans & Voucher Services
-
d) Mortgage Services & Property Rental Services
-
e) Communication Services & Utilities
-
f) Technology Services & Operations
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services. Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US and the legacy corporate trust operations in Canada and the US. 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.
Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy deposit protection services in the UK. Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Technology Services & Operations includes the provision of software specialising in share registry, financial services, operations and shared services functions.
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).
For information on discontinued operations please refer to Note 8 for details.
-19-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
OPERATING SEGMENTS
==> picture [518 x 94] intentionally omitted <==
----- Start of picture text -----
Mortgage
Employee Services &
Share Plans & Property Communication Technology
Issuer Corporate Voucher Rental Services & Services &
Services Trust Services Services Utilities Operations Total
$000 $000 $000 $000 $000 $000 $000
31 December 2024
Total segment revenue
and other income 592,009 489,270 236,619 81,395 158,817 16,407 1,574,517
----- End of picture text -----*
| 31 December 2024 Total segment revenue and other income |
592,009 | 489,270 | 236,619 | 81,395 | 158,817 | 16,407 | 1,574,517 |
|---|---|---|---|---|---|---|---|
| Intersegment revenue | - | - | - | - | (66,950) | - | (66,950) |
| External revenue and | |||||||
| other income | 592,009 | 489,270 | 236,619 | 81,395 | **91,867 ** | **16,407 ** | **1,507,567 ** |
| Revenue by | |||||||
| geography: | |||||||
| Asia | 37,180 | - | 25,284 | - | - | 4 | 62,468 |
| Australia & New Zealand | 64,907 | - | 8,934 | - | 38,189 | 6,247 | 118,277 |
| Canada | 49,024 | 46,028 | 9,392 | - | 6,916 | 718 | 112,078 |
| Continental Europe | 19,078 | - | 269 | - | 11,514 | 4 | 30,865 |
| UK, Channel Islands, | |||||||
| Ireland & Africa | 79,600 | - | 160,720 | 81,395 | 5,847 | 2,667 | 330,229 |
| United States | 342,220 | 443,242 | 32,020 | - | 29,401 | 6,767 | 853,650 |
| 592,009 | 489,270 | 236,619 | 81,395 | **91,867 ** | **16,407 ** | **1,507,567 ** | |
| Management adjusted | |||||||
| EBIT | 215,540 | 259,541 | 99,073 | 18,243 | 5,043 | (32,817) | 564,623 |
| 31 December 2023 | |||||||
| Total segment revenue | |||||||
| and other income | 575,152 | 457,101 | 198,289 | 283,526 | 159,104 | 9,461 | 1,682,633 |
| Intersegmentrevenue | - | - | - | - | (70,918) | - | (70,918) |
| External revenue and | |||||||
| other income | 575,152 | 457,101 | 198,289 | 283,526 | 88,186 | 9,461 | 1,611,715 |
| Revenue by | |||||||
| geography: | |||||||
| Asia | 35,947 | - | 21,379 | - | - | 4 | 57,330 |
| Australia & New Zealand | 61,584 | - | 8,314 | - | 36,134 | 1,117 | 107,149 |
| Canada | 56,746 | 42,548 | 10,344 | - | 4,777 | 422 | 114,837 |
| Continental Europe | 19,332 | - | 453 | - | 12,762 | 3 | 32,550 |
| UK, Channel Islands, | |||||||
| Ireland & Africa | 63,760 | - | 127,637 | 81,813 | 5,393 | 2,679 | 281,282 |
| United States | 337,783 | 414,553 | 30,162 | 201,713 | 29,120 | 5,236 | 1,018,567 |
| 575,152 | 457,101 | 198,289 | 283,526 | 88,186 | 9,461 | 1,611,715 | |
| Management adjusted | |||||||
| EBIT | 207,583 | 235,930 | 69,195 | 32,202 | 6,752 | (5,616) | 546,046 |
*Refer to Note 8 Discontinued Operations. The comparative period includes US MS business, which was sold on 1 May 2024.
-20-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
Segment revenue
The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. Intersegment revenue is comprised of activity between operating segments, where the underlying nature of such activity is external revenue. This excludes activity within an operating segment. 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 2024 2023 $000 $000 1,574,517 1,682,633 (66,950) (70,918) (9,564) (6,072) 785 746 |
|---|---|
| 1,498,788 1,606,389 |
|
| Continuing operations | 1,498,788 1,408,781 |
| Discontinued operations | - 197,608 |
| Total revenue from continuing and discontinued operations | 1,498,788 1,606,389 |
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 Management adjustment items (before related income tax effect): Amortisation of acquisition related intangible assets Major restructuring costs Acquisition related integration expenses Marked to market adjustments – derivatives Disposal related expenses Sale of US MS/ US MS impairment Total management adjustment items (note 2) Finance costs Profit before income tax from continuing and discontinued operations Continuing Operations Discontinued operations Profit before income tax from continuing and discontinued operations |
2024 2023 $000 $000 564,623 546,046 (47,583) (46,751) (37,261) (19,957) (25,045) (72,498) (21,189) (150) - (8,797) 1,798 (143,024) |
|---|---|
| (129,280) (291,177) |
|
| (59,248) (85,354) |
|
| 376,095 169,515 |
|
| 374,297 320,250 1,798 (150,735) |
|
| 376,095 169,515 |
-21-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
4. INCOME TAX EXPENSE
| 2024 2023 |
2024 2023 |
|---|---|
| $000 $000 |
|
| Dec Dec |
|
| Profit before income tax expense from continuing operations 374,297 320,250 |
|
| Profit before income tax from discontinuing operations 1,798 (150,735) |
|
| Profit before income tax from continuing and discontinued operations 376,095 169,515 |
|
| 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% | 112,829 50,855 |
| Variation in tax rates of foreign controlled entities | (19,033) (2,844) |
| Tax effect of permanent differences: | |
| Restatement of deferred balances related to US state taxes | (7,830) - |
| Withholding tax not creditable | 4,737 5,319 |
| Prior year tax (over)/under provided | (1,729) (584) |
| US MS impairment | - 12,202 |
| Net other | (950) (813) |
| Income tax expense /(credit) from continuing and discontinued | 88,024 64,135 |
operations |
|
| Continuing operations | 87,485 90,886 |
| Discontinued operations | 539 (26,751) |
| Income tax expense /(credit) from continuing and discontinued | 88,024 64,135 |
operations |
|
| 5. DIVIDENDS Ordinary shares Dividends provided for or paid during the half-year |
2024 2023 $000 $000 167,569 155,484 |
Dividends not recognised at the end of the half-year
An interim dividend was determined by the directors of the Company in respect of the half-year ended 31 December 2024 with a payment date of 19 March 2025. This is an ordinary unfranked dividend of AU 45 cents per share, amounting to AUD 263,514,682 based on shares on issue as at 11 February 2025. The determination to pay the dividend was made on 11 February 2025 and accordingly no provision has been recognised at 31 December 2024.
-22-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
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 Share of net (profit)/loss of associates and joint ventures accounted for using equity method Amortisation of USD senior note fair value adjustment to interest expense Employee benefits - share based expense Impairment charge Fair value adjustments Contingent consideration re-measurement 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 |
2024 2023 $000 $000 288,071 105,380 81,764 101,310 (107) (66) (5,464) (7,593) 18,472 16,658 - 164,265 21,189 (3,791) - 3,941 11,495 (6,668) 639 1,078 - (47,790) (18,152) (30,176) (13,967) 69,535 (29,727) (43,932) |
|---|---|
| 354,213 322,151 |
-23-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2024
7. BUSINESS COMBINATIONS
The Group continues to seek acquisition and other growth opportunities where value can be added and returns enhanced for the shareholders. The following businesses were acquired by the consolidated entity at the date stated and their operating results have been included in the Group’s results from the acquisition date. Where goodwill is marked as provisional, identification and valuation of net assets acquired will be completed within a 12-month measurement period in accordance with the Group’s accounting policy.
The purchase agreements include provisions for contingent consideration to be paid to the sellers based on certain future performance measures being met. An estimate of the fair value of contingent consideration will be made and recognised in the 12-month measurement window.
a) On 31 December 2024, the Group acquired 100% of equity interest in the UK company ingage IR Limited, an investor relations and engagement software for a cash consideration of $36.8 million.
Details of the acquisition are as follows:
| Cash consideration Total purchase consideration Less fair value of identifiable assets acquired Provisional goodwill on consolidation |
$000 36,760 |
|---|---|
| 36,760 | |
| (311) | |
| 36,449 |
Assets and liabilities arising from this acquisition are as follows:
| Total Assets Total Liabilities Net assets Purchase consideration: Inflow/(outflow) of cash to acquire the entities, net of cash acquired: Cash balance acquired Less cash paid Net inflow/(outflow) of cash |
Fair value $000 7,013 (6,702) |
|---|---|
| 311 | |
| $000 2,798 (36,760) (33,962) |
-24-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
- b) On 31 December 2024, the Group acquired 100% of equity interest in the UK company CMi2i Limited, a leading issuer agent providing share and debtholder identification services, for a cash consideration of $22.7 million.
Assets and liabilities arising from this acquisition are as follows:
| Cash consideration Total purchase consideration Less fair value of identifiable assets acquired Provisional goodwill on consolidation Assets and liabilities arising from this acquisition are as follows: Total Assets Total Liabilities Net assets Purchase consideration: Inflow/(outflow) of cash to acquire the entities, net of cash acquired: Cash balance acquired Less cash paid Net inflow/(outflow) of cash |
$000 22,708 |
|---|---|
| 22,708 | |
| (133) | |
| 22,575 | |
| Fair value $000 2,521 (2,388) |
|
| 133 | |
| $000 667 (22,708) (22,041) |
-25-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2024
8. DISCONTINUED OPERATIONS
a) Background
On 1 May 2024, the Group disposed of the US MS business, which formed part of the Mortgage Services & Property Rental Services segment. US MS was reported as a discontinued operation in the prior period.
In the current reporting period, a $7.8 million increase in the contingent consideration receivable was recorded associated with this disposal. This contingent consideration amount is expected to be finalised in the second half of the financial year and is recognised as a current receivable. Disposal-related costs of $6.0 million were also recognised in the current reporting period offsetting the gain from contingent consideration remeasurement.
Financial information related to the discontinued operation is set out below:
b) Financial performance
| b) Financial performance | ||
|---|---|---|
| Total revenue Other income Total expenses Profit/(loss) before tax Income tax (expense)/benefit Profit/(loss) after tax Impairment charge before tax Income tax benefit on impairment charge Impairment charge after tax Profit/ (loss) after income tax from discontinued operations c) Cash flows from discontinued operations Net operating cash flows Net investing cash flows Net financing cash flows Total cash generated by discontinued operations |
31 December 31 December 2024 2023 $000 $000 - 197,608 7,826 4,106 (6,028) (188,184) |
|
| 1,798 13,530 (539) (5,962) |
||
| 1,259 7,568 |
||
| - (164,265) - 32,713 |
||
| - (131,552) |
||
| 1,259 (123,984) |
||
| 31 December 31 December 2024 2023 $000 $000 (1,969) (8,561) - (52,399) - 18,356 |
||
| (1,969) (42,604) |
c) Cash flows from discontinued operations
-26-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
9. BORROWINGS
| Current Revolving syndicated bank facilities USD Senior Notes Non-current |
31 December 30 June 2024 2024 $000 $000 416,916 - 196,204 - |
|---|---|
| 613,120 - |
|
| Revolving syndicated bank facilities | - 438,735 |
| USD Senior Notes Euro Medium Term Note (EMTN) Australian Medium Term Note (AMTN) Total borrowings |
336,486 529,499 492,397 502,637 175,318 184,423 |
| 1,004,201 1,655,294 |
|
| 1,617,321 1,655,294 |
-27-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2024
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.
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 deferred consideration arising from business combinations.
The amount of contingent consideration recognised on business combinations is typically referenced to revenue or EBITDA (Earnings before interest, tax, depreciation, and amortisation) 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 following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 31 December 2024. The comparative figures are also presented below.
-28-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2024
| As at 31 December 2024 Assets Financial assets at fair value through profit or loss Contingent consideration receivable Total assets Liabilities Financial liabilities at fair value through profit or loss Deferred consideration Total liabilities As at 30 June 2024 Assets Financial assets at fair value through profit or loss Contingent consideration receivable 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 27,461 325 5,488 33,274 - - 42,704 42,704 |
|---|---|
| 27,461 325 48,192 75,978 |
|
| - 477,324 - 477,324 - - 2,023 2,023 |
|
| - 477,324 2,023 479,347 |
|
| 27,483 - 5,488 32,971 - - 35,502 35,502 |
|
| 27,483 - 40,990 68,473 |
|
| - 472,119 - 472,119 - - 2,043 2,043 |
|
| - 472,119 2,043 474,162 |
The movement of $7.2 million in the fair value of level 3 financial assets largely relates to additional contingent consideration receivable recognised as part of the US MS disposal (see note 8).
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 $532.7 million (30 June 2024: $529.5 million), where the fair value based on level 2 valuation techniques was $535.9 million as at 31 December 2024 (30 June 2024: $477.0 million);
-
the Euro Medium Term Notes of $492.4 million (30 June 2024: $502.6 million), where the fair value based on level 2 valuation techniques was $439.2 million as at 31 December 2024 (30 June 2024: $435.4 million);
-
the AUD Medium Term Notes of $175.3 million (30 June 2024: $184.4 million), where the fair value based on level 2 valuation techniques was $175.1 million as at 31 December 2024 (30 June 2024: $185.2 million).
-29-
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2024
11. CONTRIBUTED EQUITY
| Movement in contributed equity Balance at 1 July 2024 Ordinary share buy back (a) Balance at 31 December 2024 |
Number of shares $000 591,049,320 308,167 (5,461,138) (96,282) |
|---|---|
| 585,588,182 211,885 |
- (a) On 15 August 2023 Computershare Limited announced an on-market buy-back of ordinary shares. The onmarket buy-back commenced on 4 September 2023 and was expected to end on 3 September 2024. On 26 August 2024, Computershare announced the buy-back was to continue until 25 August 2025.
The buy-back is for capital management purposes and Computershare reserves the right to vary, suspend or terminate the buy-back at any time. Computershare Limited plans to buy-back its fully paid ordinary shares up to a maximum aggregate value of AUD 750 million. (As at 31 December 2024: AUD 465 million).
12. 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 statement of financial position 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.
13. COMMITMENTS
There have been no material changes to commitments since the last reporting date.
14. 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.
-30-
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 30 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 2024 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 [154 x 37] intentionally omitted <==
PJ Reynolds
Chairman
==> picture [76 x 45] intentionally omitted <==
SJ Irving
Director
Melbourne
11 February 2025
- 31 -
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 2024 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 2024:
-
(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 2024 and of their performance for the half-year ended on that date.
==> picture [76 x 45] intentionally omitted <==
SJ Irving
Chief Executive Officer
==> picture [102 x 41] intentionally omitted <==
NSR Oldfield
Chief Financial Officer
11 February 2025
- 32 -
==> picture [77 x 59] 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 2024, 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, selected 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 2024 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, in accordance with Australian Accounting Standards and the Corporations Act 2001 , including giving a true and fair view, 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.
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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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 2024 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.
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PricewaterhouseCoopers
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Marcus Laithwaite Partner
Melbourne 11 February 2025
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
| 31 | December | 31 | December 2023 | ||||
|---|---|---|---|---|---|---|---|
| 2024 | |||||||
| Net tangible | asset backing | per | ordinary share | (1.41) | (1.17) |
Details of entities over which control was gained or lost during the period (Appendix 4D item 4)
Control gained Date Pavilion Process Agent Services Limited 31 October 2024 Computershare Asia Services Limited 28 November 2024 CMi2i Limited 31 December 2024 ingage IR Limited 31 December 2024 ingage Poland Sp. Z.o.o. 31 December 2024 Control lost Date Equatex UK Nominees Limited 2 July 2024
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 2024 are as follows:
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Record date Payment date Type Amount Total dividend Franked Conduit foreign
per security (AUD) amount income amount
per security per security
16 September
21 August 2024 Final AU 42 cents 247,475,684 AU 0.0 cents AU 42.0 cents
2024
19 February 2025 19 March 2025 Interim AU 45 cents 263,514,682 AU 0.0 cents AU 45.0 cents
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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 in respect of the half-year ended 31 December 2024 that was determined on 11 February 2025. Applications or notices received after 5.00pm (Melbourne time) on 20 February 2025 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 24 February 2025 to 7 March 2025 (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 activity | Ownership | interest | Consolidated carrying | Consolidated carrying |
|---|---|---|---|---|---|---|
| incorporation | amount | |||||
| December | June | December | June | |||
| 2024 | 2024 | 2024 | 2024 | |||
| % | % | $000 | $000 | |||
| Joint Ventures | ||||||
| Computershare Pan Africa | Mauritius | Investor Services | 60 | 60 | - | - |
| Holdings Ltd | ||||||
| Associates | ||||||
| Expandi Ltd | United Kingdom | Investor Services | 25 | 25 | 6,603 | 6,567 |
| Reach LawTech Pty Ltd | Australia | Investor Services | 46.5 | 46.5 | - | - |
| The Reach Agency Holdings Pty | ||||||
| Ltd | Australia | Investor Services | 46.5 | 46.5 | 1,833 | 1,972 |
| 8,436 | 8,539 |
The share of net profit/(loss) of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2024 is a gain of $0.1 million (31 December 2023: $0.1 million gain).
Foreign Entities (Appendix 4D item 8)
For foreign entities, International Financial Reporting Standards are used in compiling the half-year consolidated report.
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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 Gerrard Bruce Schmid 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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