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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2008
Feb 12, 2008
64696_rns_2008-02-12_94ae58f6-3152-495e-b4fa-abea17d09104.pdf
Interim / Quarterly Report
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ASX PRELIMINARY HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2007
Lodged with the ASX under Listing Rule 4.2A.3.
This information should be read in conjunction with the 30 June 2007 Annual Report.
Contents
| Results for announcement to the market_(Appendix 4D item 2)_ | 2 |
|---|---|
| Half-year report_(ASX Listing rule 4.2A1)_ | 3 |
| Supplementary Appendix 4D information_(Appendix 4D items 3 to 9)_ | 27 |
| Corporate Directory | 29 |
This half-year report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial report is presented in United States dollars.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 December 2007 (Previous corresponding period half-year ended 31 December 2006) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| US$ | ||||
|---|---|---|---|---|
| ‘000s | ||||
| Revenue from ordinary activities (Appendix 4D item 2.1) |
up | 13.4% | to | 783,703 |
| Profit/(loss) from ordinary activities after tax | ||||
| attributable to members (Appendix 4D item 2.2) |
up | 29.8% | to | 154,934 |
| Net profit/(loss) for the period attributable to | ||||
| members | up | 29.8% | to | 154,934 |
| (Appendix 4D item 2.3) | ||||
| Dividends | Amount per security | Franked amount per | ||
| (Appendix 4D item 2.4) | security | |||
| Final dividend_(prior year)_ | AU 9.0 cents | Nil | ||
| Interim dividend | AU 10.0 | cents | 20.0% |
Record date for determining entitlements to the interim dividend 3 March 2008. (Appendix 4D item 2.5)
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year is $783,702,638 an increase of 13.4% over the last corresponding period. The increase in revenue is from the Asia Pacific and Europe regions which benefited from strong corporate action activities and increased margin income. The margin income increase is predominantly due to higher client cash balances and higher interest rate levels.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
The current half-year EBITDA result is $258,315,830 including significant items, an increase of 29.8% from the prior year. Net profit after tax attributable to members is $154,934,096 an increase of 29.8% from the prior year. The increase is primarily driven by strong corporate action revenue, higher client cash balances, favourable interest rate levels and improved margins.
The Group’s effective tax rate is 28.0% for the half-year ended 31 December 2007. The Group’s effective tax rate for the comparative six month period was 26.7%.
Gross margins have increased half-year on half-year primarily due to the increase in revenues and margins as noted above.
Explanation of Net Profit/(loss) (Appendix 4D item 2.6)
Please refer above.
Explanation of Dividends (Appendix 4D item2.6)
The company has announced an interim dividend for the 2007/08 financial year of AU 10.0 cents per share. This dividend is franked to 20.0%.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2007
| Contents | |
|---|---|
| Directors’ report | 4 |
| Auditor’s independence declaration | 7 |
| Consolidated income statement | 8 |
| Consolidated balance sheet | 9 |
| Consolidated statement of changes in equity | 10 |
| Consolidated cashflow statement | 11 |
| Notes to the consolidated financial statements | 12 |
| Directors’ declaration | 23 |
| Statement to the Board of Directors | 24 |
| Independent auditor’s review report to the members | 25 |
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2007 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 .
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
The Board of Directors of Computershare Limited has pleasure in submitting its report in respect of the financial half-year ended 31 December 2007.
DIRECTORS
The names of the directors of the Company in office during the whole of the half-year and up to the date of this report, unless otherwise indicated, are:
Non-executive Simon David Jones Dr Markus Kerber Arthur Leslie Owen Anthony Norman Wales William E Ford Resigned 28 September 2007 Alexander Stuart Murdoch Resigned 14 November 2007 Philip Daniel DeFeo Deceased 29 November 2007 Executive Christopher J Morris Executive Chairman William Stuart Crosby Managing Director and Chief Executive Officer Penelope Jane Maclagan
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the course of the half-year were the operation of Investor Services, Plan Services, Communication Services (formerly Document Services), Stakeholder Relationship Management Services and Technology Services.
-
The Investor Services operations comprise the provision of share registry and related services.
-
• The Plan Services operations comprise the provision and management of employee share and option plans.
-
The Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery.
-
The Stakeholder Relationship Management Services Group provide investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
-
Technology Services include the provision of software specializing in share registry and financial services.
Specific Computershare subsidiaries are registered securities transfer agents. In addition, certain subsidiaries are Trust companies whose charters include the power to accept deposits, primarily acting as an escrow and paying agent on behalf of customers. In certain jurisdictions the Group is subject to regulation by various federal, provincial and state agencies and undergoes periodic examinations by those regulatory agencies.
REVIEW OF OPERATIONS
Basic earnings per share have increased 36.6% to 27.20 cents. The Group has recorded an operating profit before tax of $220.0 million for the half-year ended 31 December 2007 (2006: $168.0 million). Total revenue has increased 13.4 % to $783.7 million (2006: $691.0 million) and operating cash flows have increased 50.0 % to $206.2 million (2006: $137.5 million).
The management adjusted net profit after tax (being net profit after adjusting for after tax adjustments for individually significant items, refer note 2) for the half-year ended 31 December 2007 was $155.8 million (2006: 107.0 million).
The result for the six months to 31 December 2007 reflects the improved performances in the Asia Pacific and Europe regions, strong corporate action revenues, higher client cash balances, favourable interest rate levels on a comparative basis and improved margins.
- 4 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
The following significant changes in the nature of the activities of the consolidated entity occurred during the half-year:
-
a) On 4 July 2007, Computershare acquired Datacare Software Group Limited based in Ireland, a supplier of entity management and subsidiary governance software.
-
b) On 24 July 2007, Computershare acquired the transfer agency business of UMB Bank based in Kansas City, USA.
-
c) On 8 October 2007, Computershare acquired Restricted Stock Systems, Inc. based in the United States, which provides officers, directors and affiliates of public companies (“insiders”) a software solution when buying or selling company securities.
-
d) On 18 October 2007, Computershare acquired Administar Services Group LLC based in the United States, which provides administration services related to the settlement of securities and consumer class action litigation as well as Chapter 11 bankruptcy litigation.
-
e) At 31 December 2007, Computershare held an equity investment of 31.7% in VEM Aktienbank AG (VEM). VEM is a corporate actions bank listed on the regulated market of the Munich Securities Exchange and traded on the open market of the Frankfurt Stock Exchange. This holding was acquired on-market over a seven month period to December 2007.
CONSOLIDATED PROFIT
The consolidated profit of the consolidated entity for the half-year was $154.9 million after deducting income tax and minority 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 2007 was declared on 15 August 2007 and paid on 21 September 2007. This was an ordinary dividend of AU 9.0 cents per share unfranked (US 7.8 cents per share), amounting to AU $51,638,553 (US $44,752,777).
-
An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 25 March 2008, of AU 10.0 cents per share, franked to 20.0% and amounting to AU $55,565,406 based on shares on issue as at 31 December 2007. The dividend was not declared until 13 February 2008 and accordingly no provision has been recognised at 31 December 2007.
OTHER INFORMATION
On-market ordinary share buy-back program
On 18 October 2007, Computershare completed the on-market buy-back program as the total number of shares bought back and cancelled was 45 million. The total cost of the buy-back program was AU$445.8 million with an average price of AU$9.91 and a price range from AU $8.52 to AU$11.00.
Acquisitions post 31 December 2007
On 16 November 2007, Computershare entered into an agreement with the VEM founders to acquire their combined 30.2% stake and also received irrevocable undertakings from other VEM shareholders to acquire a further 8.6% (with an acceptance period ending 15 February 2008). These agreements were subject to regulatory conditions precedent which were not met as at 31 December 2007. The regulatory conditions were satisfied on 17 January 2008. As at 8 February 2008, Computershare held 89.4% of the issued shares in VEM.
- 5 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
On 6 February 2008, Computershare announced that it intends to make a cash offer for all of the shares in QM Technologies Limited at a price of AU$3.40 per share. The offer is subject to various conditions, including a minimum acceptance of 90% and Australian Competition & Consumer Commission approval. The offer values QM Technologies Limited’s ordinary equity at approximately AU $153 million.
ROUNDING OF AMOUNTS
The parent entity is a company of the kind specified in Australian Securities and Investments Commission Class Order 98/0100. In accordance with that class order, amounts in the consolidated financial statements and the Directors’ Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.
Signed in accordance with a resolution of the Directors.
==> picture [186 x 24] intentionally omitted <==
==> picture [117 x 44] intentionally omitted <==
C.J. Morris, Executive Chairman
W.S. Crosby, Director
13 February 2008
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PricewaterhouseCoopers ABN 52 780 433 757
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999
Auditor’s independence declaration
As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2007, 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 [135 x 49] intentionally omitted <==
Simon Gray Partner PricewaterhouseCoopers
Melbourne 13 February 2008
Liability limited by a scheme approved under Professional Standards Legislation
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED INCOME STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
| Note Revenues from continuing operations Sales revenue Other revenue Total revenue from continuing operations Other income Expenses Direct services Technology services Corporate services Finance costs Total expenses Share of net profit/(loss) of associates and joint ventures accounted for using the equity method Profit/(loss) before related income tax expense Income tax expense 3 Profit for the half-year Profit attributable to minority interests Profit attributable to members of the parent entity Basic earnings per share (cents per share) 8 Diluted earnings per share (cents per share) 8 |
Half-year 2007 2006 US $000 US $000 779,753 687,864 3,950 3,121 |
|---|---|
| 783,703 690,985 |
|
| 6,751 12,894 446,466 437,038 78,404 68,265 26,516 15,686 20,652 15,896 |
|
| 572,038 536,885 |
|
| 1,566 1,030 |
|
| 219,982 168,024 61,552 44,784 |
|
| 158,430 123,240 3,496 3,895 |
|
| 154,934 119,345 |
|
| 27.20 19.91 27.08 19.90 |
The above income statements should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2007
| CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2007 |
||
|---|---|---|
| 31 December 2007 | 30 June 2007 | |
| US $000 | US $000 | |
| CURRENT ASSETS | ||
| Cash assets | 108,041 | 86,801 |
| Receivables | 208,196 | 225,714 |
| Available-for-sale financial assets at fair value | 1,225 | 1,294 |
| Other financial assets | 27,148 | 25,768 |
| Inventories | 6,852 | 8,536 |
| Current tax assets | 341 | 360 |
| Derivative financial instruments | 307 | - |
| Other current assets | 17,653 | 20,418 |
| Total Current Assets | 369,763 | 368,891 |
| NON-CURRENT ASSETS | ||
| Receivables | 10,285 | 8,872 |
| Investments accounted for using the equity method | 36,892 | 16,101 |
| Available-for-sale financial assets at fair value | 6,498 | 5,186 |
| Property, plant & equipment | 88,492 | 79,512 |
| Deferred tax assets | 62,119 | 56,756 |
| Derivative financial instruments | 20,347 | 1,719 |
| Intangibles | 1,294,244 | 1,197,345 |
| Other | 1,916 | 733 |
| Total Non-Current Assets | 1,520,793 | 1,366,224 |
| Total Assets | 1,890,556 | 1,735,115 |
| CURRENT LIABILITIES | ||
| Payables | 248,135 | 260,410 |
| Interest bearing liabilities | 1,210 | 1,151 |
| Current tax liabilities | 26,452 | 21,307 |
| Provisions | 31,985 | 34,676 |
| Derivative financial instruments | 242 | 1,364 |
| Deferred consideration | 24,947 | 19,643 |
| Total Current Liabilities | 332,971 | 338,551 |
| NON-CURRENT LIABILITIES | ||
| Payables | 1,732 | 5,476 |
| Interest bearing liabilities | 746,163 | 433,948 |
| Deferred tax liabilities | 45,933 | 17,921 |
| Provisions | 54,197 | 54,260 |
| Derivative financial instruments | 977 | 25,317 |
| Deferred consideration | 18,219 | 19,501 |
| Other | 7,633 | 7,567 |
| Total Non-Current Liabilities | 874,854 | 563,990 |
| Total Liabilities | 1,207,825 | 902,541 |
| NET ASSETS | 682,731 | 832,574 |
| EQUITY | ||
| Parent entity interest | ||
| Contributed equity - ordinary shares | 38,299 | 344,541 |
| Reserves | 109,483 | 63,894 |
| Retained profits | 524,840 | 414,658 |
| Total parent entity interest | 672,622 | 823,093 |
| Minority interest | 10,109 | 9,481 |
| Total Equity | 682,731 | 832,574 |
| The above balance sheets 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 2007
| Note Total equity at the beginning of the half-year Available-for-sale financial assets, net of tax Cash flow hedges, net of tax Exchange differences on translation of foreign operations Net income recognised directly in equity Profit for the half-year Total recognised income and expense for the half- year Transactions with equity holders in their capacity as equity holders: Contributions of equity, net of transaction costs 7 Dividends provided for or paid 4 On market share buy-back, inclusive of transaction costs 7 On market purchase of shares related to employee share plans Equity related deferred consideration Employee share based remuneration reserve, net of tax Equity related contingent consideration Minority interest Total equity at the end of the half-year Total recognised income and expense for the half-year is attributable to: Members of Computershare Limited Minority interest |
Half-year 2007 2006 US $000 US $000 832,574 699,868 (378) 2,586 18,090 4,281 22,580 9,404 |
|---|---|
| 40,292 16,271 154,934 119,345 |
|
| 195,226 135,616 |
|
| - 5,558 (44,753) (31,961) (297,456) (4,327) (8,478) (44) 392 (100) 4,905 4,585 (307) (2,443) 628 8,342 |
|
| (345,069) (20,390) |
|
| 682,731 815,094 |
|
| 195,226 135,616 3,496 3,895 |
|
| 198,722 139,511 |
The above statements of changes in equity should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASHFLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
| Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Dividends received Interest paid and borrowing costs Interest received Income taxes paid Net cash inflow from operating activities 9 CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of controlled entities, net of cash acquired Payments for investment in associated entities and joint ventures Dividends received Payments for investment in listed & unlisted entities Payments for property, plant and equipment Proceeds from sale of assets Proceeds from sale of controlled entities, net of cash disposed Other Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issues of ordinary shares Payments for purchase of ordinary shares Buy back of ordinary shares Proceeds from borrowings Repayment of borrowings Dividends paid - ordinary shares Dividends paid - minority interest in controlled entities Proceeds from finance leases Repayment of finance leases Net cash outflow from financing activities Net increase (decrease) in cash held Cash at the beginning of the financial year Exchange rate variations on foreign cash balances Cash at the end of the half-year |
Half-year 2007 2006 US $000 US $000 828,231 716,797 (557,736) (549,529) 97 27 (26,932) (19,861) 2,685 4,690 (40,138) (14,619) |
|---|---|
| 206,207 137,505 |
|
| (75,071) (2,394) (27,069) (9,625) 6,703 - (16,241) (20,022) (18,833) (7,573) 18,554 10,923 - 20,932 (2,767) (2,542) |
|
| (114,724) (10,301) |
|
| - 5,558 (9,129) (44) (297,456) (4,327) 344,766 33,630 (62,270) (89,949) (44,753) (31,961) (3,550) (2,585) 62 - (860) (947) |
|
| (73,190) (90,625) |
|
| 18,293 36,579 86,801 72,801 2,947 627 |
|
| 108,041 110,007 |
The above cash flow statements 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 2007
1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT
This general purpose financial report for the interim half-year reporting period ended 31 December 2007 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting .
This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2007 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the Australian Stock Exchange Listing Rules.
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.
The principal accounting policies adopted in the preparation of the financial report are consistent with those of the previous financial year and corresponding interim reporting period.
2. INDIVIDUALLY SIGNIFICANT ITEMS
Included in the consolidated income statement are the following items that are significant because of their nature, size or incidence:
For the half-year ended 31 December 2007:
| Acquisition provisions no longer required (net of tax) US restructuring provisions related to property rationalisations (net of tax) Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax) Net significant item income/(expense) |
Total US $000 272 (710) 1,113 (1,546) |
|---|---|
| (871) |
For the half-year ended 31 December 2006:
| Profit on sale of Analytics (net of tax) Acquisition provisions no longer required (net of tax) US restructuring provisions related to property rationalisations (net of tax) Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax) Tax losses recognised Net significant item income/(expense) |
Total US $000 7,951 1,855 (1,483) 205 (1,193) 4,977 |
|---|---|
| 12,312 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
3. RECONCILIATION OF INCOME TAX EXPENSE
| a) Income tax expense Current tax expense Deferred tax expense Under (over) provided in prior years Total income expense Deferred income tax (revenue) expense included in income tax expense comprises: Decrease (increase) in deferred tax assets (Decrease) increase in deferred tax liabilities b) Numerical reconciliation of income tax expense to prima facie tax payable Profit from continuing operations before income tax expense The tax expense for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows: Prima facie income tax expense thereon at 30% Tax effect of permanent differences: Non-deductible depreciation Research and development allowance Tax losses recognised not previously brought to account Tax losses not recognised Non-assessable capital gains Share based payments Finance costs Other deductible items Other Differential in overseas tax rates Prior year tax (over)/under provided Income tax expense c) Amounts recognised directly in equity Aggregate current and deferred tax arising in the reporting period and not recognised in net profit or loss but directly debited or credited to equity Current tax – credited directly to equity Net deferred tax – debited (credited) directly to equity |
Half-year 2007 2006 US $000 US $000 45,803 35,465 16,129 8,034 (380) 1,285 |
|---|---|
| 61,552 44,784 |
|
| (6,551) 2,431 22,680 5,603 |
|
| 16,129 8,034 |
|
| 219,982 168,024 65,995 50,407 487 495 (949) (616) (568) (6,016) - 1,073 (770) (2,081) 1,617 785 - (2,524) (4,675) (4,441) (1,339) (106) 2,134 6,523 (380) 1,285 |
|
| 61,552 44,784 |
|
| - - 6,950 1,067 |
|
| 6,950 1,067 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
4. DIVIDENDS
| 4. DIVIDENDS | ||
|---|---|---|
| Half-year | ||
| 2007 | 2006 | |
| US $000 | US $000 | |
| Ordinary shares | ||
| Dividends provided for or paid during the half-year | 44,753 | 31,961 |
| Dividends not recognised at the end of the half-year | ||
| In addition to the above dividends, since the end of the half-year the directors have | ||
| declared the payment of an interim dividend of AU 10.0 cents per fully paid ordinary | ||
| share, franked to 20.0% (2007 – AU 8.0 cents, unfranked). As the dividend was not | ||
| declared until 13 February 2007, a provision has not been recognised as at 31 December | ||
| 2007. |
5. BUSINESS COMBINATION
The following material controlled entities were acquired by the consolidated entity at the date stated and their operating results have been included in the income statement from the relevant date.
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a) On 4 July 2007, Computershare acquired Datacare Software Group Limited based in Ireland, a supplier of entity management and subsidiary governance software. Total consideration was EUR 12.0 million.
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b) On 8 October 2007, Computershare acquired Restricted Stock Systems, Inc. based in the United States, which provides officers, directors and affiliates of public companies (“insiders”) a software solution when buying or selling company securities. Total consideration was USD 13.0 million, including partial deferred settlement subject to certain contractual terms being met.
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c) On 18 October 2007, Computershare acquired Administar Services Group LLC based in the United States, which provides administration services related to the settlement of securities and consumer class action litigation as well as Chapter 11 bankruptcy litigation. The maximum consideration payable is USD 32.0 million subject to certain performance hurdles being satisfied.
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d) On 4 December 2007, Computershare acquired Four Points BVBA based in Belgium and on 20 December 2007, Computershare acquired Ezicomms Pty Ltd based in Australia. These businesses specialise in conference technology, audience response and engagement. Total consideration of USD 4.3 million was paid in cash for these entities in the relevant local currency.
The assets and liabilities arising from the acquisitions are as follows:
| Cash Receivables Property, plant and equipment Other assets Payables Tax provisions Provisions Other liabilities Net assets acquired |
Total Acquiree’s carrying amount US $000 2,398 3,343 520 45 (1,121) (189) (4,097) (182) |
|---|---|
| 717 |
The carrying values at the date of acquisition were equal to the provisional fair value for all net assets acquired. Total profit since acquisition date for the above acquisitions, or for the whole period if the acquisitions had occurred at the start of the period, was not significant to the Group.
Where acquisitions have been made during the period, the company has 12 months from acquisition date in which to finalise the necessary accounting, including the calculation of goodwill. Until the expiry of the 12 month period provisional amounts have been included in the consolidated results.
No adjustments have been made to provisional values recognised during the current 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 2007
6. SEGMENT INFORMATION
The consolidated entity operates predominantly in three geographic segments: Asia Pacific, Europe, Middle East & Africa (EMEA) and North America.
Asia Pacific includes Australia, the home country of the parent entity, plus New Zealand, India and Hong Kong. The EMEA region comprises of operations in the UK, Ireland, Germany, South Africa and Russia. North America includes the US and Canada.
In each region the consolidated entity operates in six business segments: Investor Services, Plan Services, Communication Services (formerly Document Services), Stakeholder Relationship Management Services, Technology Services and Corporate.
The Investor Services operations comprise the provision of share registry and related services. The Plan Services operations comprise the provision and management of employee share and option plans. Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Stakeholder Relationship Management Services Group comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants. Technology Services include the provision of software specializing in share registry and financial services. Intersegment charges are at normal commercial rates.
PRIMARY BASIS - Geographic Segments December 2007
| Major geographic segments Revenue External revenue Intersegment revenue Total segment revenue Other income Segment result Profit/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary activities after income tax Depreciation and amortisation Other non-cash expenses Liabilities Total segment liabilities Assets Total segment assets Carrying value of investments in associates and joint ventures included in segment assets Segment assets acquired during the reporting period: Property, plant & equipment Other non-current segment assets Total |
Asia Pacific EMEA North America Unallocated/ Eliminations US $000 US $000 US $000 US $000 232,316 172,703 375,702 2,982 4,601 17,586 3,506 (25,693) |
Consolidated Total US $000 783,703 - |
|---|---|---|
| 236,917 190,289 379,208 (22,711) |
783,703 | |
| 4,043 1,429 1,279 - 57,997 53,178 106,575 2,232 6,129 4,933 6,620 - 1,733 - - - 239,543 99,923 771,000 97,359 |
6,751 219,982 (61,552) |
|
| 158,430 | ||
| 17,682 1,733 1,207,825 |
||
| 806,781 317,790 2,250,464 (1,484,479) |
1,890,556 | |
| 1,331 35,539 - - |
36,870 | |
| 3,978 5,504 11,546 - 2,468 20,200 54,828 - |
21,028 77,496 |
|
| 6,446 25,704 66,374 - |
98,524 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
6. SEGMENT INFORMATION CONTINUED
PRIMARY BASIS - Geographic Segments December 2006
| Major geographic segments Revenue External revenue Intersegment revenue Total segment revenue Other income Segment result Profit/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary activities after income tax Depreciation and amortisation Other non-cash expenses Liabilities Total segment liabilities Assets Total segment assets Carrying value of investments in associates and joint ventures included in segment assets Segment assets acquired during the reporting period: Property, plant & equipment Other non-current segment assets Total |
Asia Pacific EMEA North America Unallocated/ Eliminations US $000 US $000 US $000 US $000 156,489 147,615 384,518 2,363 9,367 6,866 1,210 (17,443) |
Consolidated Total US $000 690,985 - |
|---|---|---|
| 165,856 154,481 385,728 (15,080) |
690,985 | |
| 7,097 1,911 3,886 - 35,540 37,965 92,488 2,031 4,371 4,100 6,672 - 1,502 - - - 57,807 86,993 653,484 50,348 |
12,894 168,024 (44,784) |
|
| 123,240 | ||
| 15,142 1,502 848,632 |
||
| 908,626 245,073 1,778,035 (1,268,008) |
1,663,726 | |
| 659 9,625 - - |
10,284 | |
| 2,725 3,190 1,998 - - 5,201 - - |
7,913 5,201 |
|
| 2,725 8,391 1,998 - |
13,114 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
6. SEGMENT INFORMATION CONTINUED
SECONDARY - Business Segments December 2007
| Major business segments Revenue External revenue Intersegment revenue Total segment revenue Other income Segment result Profit/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary activities after income tax Depreciation and amortisation Other non-cash expenses Liabilities Total segment liabilities Assets Total segment assets Carrying value of investments in associates and joint ventures included in segment assets Segment assets acquired during the reporting period: Property, plant & equipment Other non-current segment assets Total |
Stakeholder Relationship Management Services Corporate Services Communi- cation Services Investor Services Plan Services Technology Services Unallocated/ Eliminations US $000 US $000 US $000 US $000 US $000 US $000 US $000 |
Consolidated Total US $000 |
|---|---|---|
| 38,176 1,151 43,489 620,859 59,039 18,007 2,982 1,181 6,839 69,985 7,777 990 91,151 (177,923) |
783,703 - |
|
| 39,357 7,990 113,474 628,636 60,029 109,158 (174,941) |
783,703 | |
| 128 3,497 156 2,401 392 177 - 751 (28,804) 9,700 204,244 13,370 18,985 1,736 222 1,647 3,287 6,555 126 5,845 - - 1,733 - - - - - 15,774 772,625 14,315 257,788 36,533 24,851 85,939 |
6,751 219,982 (61,552) |
|
| 158,430 | ||
| 17,682 1,733 1,207,825 |
||
| 128,378 1,601,274 73,535 1,458,510 37,317 81,449 (1,489,907) |
1,890,556 | |
| - - - 36,870 - - - |
36,870 | |
| 55 2,906 1,147 14,665 3 2,252 - - - - 45,469 - 32,027 - |
21,028 77,496 |
|
| 55 2,906 1,147 60,134 3 34,279 - |
98,524 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
6. SEGMENT INFORMATION CONTINUED
SECONDARY BASIS - Business Segments December 2006
| Major business segments Revenue External revenue Intersegment revenue Total segment revenue Other income Segment result Profit/(loss) from ordinary activities before income tax Income tax expense Profit from ordinary activities after income tax Depreciation and amortisation Other non-cash expenses Liabilities Total segment liabilities Assets Total segment assets Carrying value of investments in associates and joint ventures included in segment assets Segment assets acquired during the reporting period: Property, plant & equipment Other non-current segment assets Total |
Stakeholder Relationship Management Services Corporate Services Communi- cation Services Investor Services Plan Services Technology Services Unallocated/ Eliminations US $000 US $000 US $000 US $000 US $000 US $000 US $000 |
Consolidated Total US $000 |
|---|---|---|
| 33,565 953 37,235 546,800 58,178 11,891 2,363 1,694 7,886 63,030 3,676 567 65,733 (142,586) |
690,985 - |
|
| 35,259 8,839 100,265 550,476 58,745 77,624 (140,223) |
690,985 | |
| 9,548 2,175 6 1,049 - 116 - 9,269 (21,530) 7,366 153,713 11,970 5,543 1,693 267 711 2,800 6,150 148 5,066 - - 1,502 - - - - - 22,758 470,715 11,894 245,952 37,624 19,261 40,428 |
12,894 168,024 (44,784) |
|
| 123,240 | ||
| 15,142 1,502 **848,632 ** |
||
| 109,246 1,322,825 61,754 1,319,190 97,895 29,551 (1,276,735) |
1,663,726 | |
| - - - 10,284 - - - |
10,284 | |
| 579 42 1,803 3,590 339 1,560 - - - - 5,201 - - - |
7,913 5,201 |
|
| 579 42 1,803 8,791 339 1,560 - |
13,114 |
Segment revenues, expenses, assets and liabilities are those that are directly attributable to a segment and the relevant portion that can be allocated to the segment on a reasonable basis. Segment assets include all assets used by a segment and consist primarily of operating cash, receivables, inventories, property plant and equipment and goodwill and other intangible assets, net of related provisions. Corporate segment assets also include financial assets. Segment liabilities consist primarily of trade and other creditors, employee entitlements and other provisions. Corporate segment liabilities also include borrowings. Segment assets and liabilities do not include income taxes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
7. EQUITY SECURITIES ISSUED
| Issues of ordinary shares during the half- year Exercise of options issued under the Computershare Limited Employee Option Plan Issued as part of acquisitions (option exercise) Shares bought back on market and cancelled |
Half-year Half-year 2007 2006 2007 2006 Shares Shares US $000 US $000 - 447,500 - 920 - 990,000 - 4,638 (35,205,009) (650,000) 297,456 (4,327) |
|---|---|
| (35,205,009) 787,500 297,456 1,231 |
On 15 November 2006, Computershare announced an on-market buy-back of up to 25 million ordinary shares for capital management purposes. The buy-back commenced in December 2006 for a period of six months. On 24 May 2007, Computershare announced that the buy-back would be extended by a further six months so that it would continue until 29 November 2007 or earlier if the maximum number of shares were bought back before that date. On 15 August 2007, Computershare announced that the buy-back was increased to a total of 45 million ordinary shares under the existing program. The buy-back period was also extended to 31 January 2008.
From 1 July 2007 to 18 October 2007, the Company purchased and cancelled 35,205,009 ordinary shares at a total cost of AU $343.2 million (US $297.5 million) with an average price of AU $9.75 and a price range from AU$8.76 to AU$11.00
On 18 October 2007, Computershare completed the on-market buy-back program as the total number of shares bought back and cancelled was 45 million. The total cost of the buy-back program was AU$445.8 million with an average price of AU$9.91 and a price range from AU $8.52 to AU$11.00.
8. EARNINGS PER SHARE
| Half-year end 31 December 2007 Earnings per share (cents per share) Net profit Minority interest (profit)/loss Add back net significant items (note 2) Net profit Weighted average number of ordinary shares used as denominator in calculating basic earnings per share Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share Half-year end 31 December 2006 Earnings per share (cents per share) Net profit Minority interest (profit)/loss Deduct net significant items (note 2) Net profit Weighted average number of ordinary shares used as denominator in calculating basic earnings per share Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share |
Calculation of Basic EPS Calculation of Diluted EPS Calculation of Management Basic EPS Calculation of Management Diluted EPS US $000 US $000 US $000 US $000 27.20 cents 27.08 cents 27.36 cents 27.24 cents 158,430 158,430 158,430 158,430 (3,496) (3,496) (3,496) (3,496) - - 871 871 |
|---|---|
| 154,934 154,934 155,805 155,805 |
|
| 569,525,677 569,525,677 572,046,115 572,046,115 19.91 cents 19.90 cents 17.86 cents 17.84 cents 123,240 123,240 123,240 123,240 (3,895) (3,895) (3,895) (3,895) - - (12,312) (12,312) |
|
| 119,345 119,345 107,033 107,033 |
|
| 599,421,051 599,421,051 599,822,176 599,822,176 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
9. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES
| Net profit after income tax Adjustments for non-cash income and expense items: - Depreciation and amortisation - (Profit)/loss on sale of assets - Share of net (profit)/loss of associates and joint ventures accounted for using equity method - Derivative financial instruments - Employee benefits – share based payments Changes in assets and liabilities: - (Increase)/decrease in accounts receivable - (Increase)/decrease in inventory - (Increase)/decrease in other assets - Increase/(decrease) in tax balances - Increase /(decrease) in payables and provisions - Increase/(decrease) in reserves Net cash provided by operating activities |
Half-year 2007 2006 US $000 US $000 158,430 123,240 17,682 15,142 (2,879) (11,066) (1,566) (1,030) (1,590) (292) 6,090 626 24,574 716 2,137 (7) (14,191) 59 21,415 26,775 (35,871) (25,670) 31,976 9,012 |
|---|---|
| 206,207 137,505 |
10. CONTINGENT LIABILITIES
Contingent liabilities at balance date, not otherwise provided for in these financial statements, are categorised as follows:
(a) Guarantees and Indemnities
Guarantees and indemnities of US$600,000,000 (30 June 2007: AU$400,000,000) have been given to the consolidated entity’s Bankers by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Investments (UK)(No. 3) Ltd, Computershare Finance Company Pty Ltd, and Computershare US General Partnership under a Multicurrency Revolving Facility Agreement dated 4 October 2007.
Bank guarantees of AU$520,000 (30 June 2007: AU$520,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd. Bank guarantees of AU$497,713 (30 June 2007: AU$497,713) have been given in respect of facilities provided to Computershare Limited. A bank guarantee of AU$500,000 (30 June 2007: AU$500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd. A bank guarantee of AU $213,050 (30 June 2007: AU $259,835) has been given in respect of facilities provided to Computershare Investor Services Pty Ltd.
A bank guarantee of AU$106,350 (30 June 2007: AU$106,350) has been given in respect of facilities provided to Computershare Communication Services Limited. A bank guarantee of AU$20,000 (30 June 2007: AU$20,000) has been given in respect of facilities provided to Computershare Plan Managers Pty Ltd. A bank guarantee of AU$20,000 (30 June 2007: AU nil) has been given in respect of facilities provided to Computershare Share Plans Pty Ltd.
A performance guarantee of Rand 15,000,000 (30 June 2007: Rand 15,000,000) has been given by Computershare Limited (South Africa) to provide security for the performance of obligations as a Central Securities Depositor Participant.
- 20 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
10. CONTINGENT LIABILITIES CONTINUED
Bank guarantees totalling CA$nil (30 June 2007: CA$1,800,000) were given by Computershare Trust Company of Canada and Computershare Investor Services Inc in respect of standby letters of credit for the payment of payroll.
Guarantees of US$2,638,138 and AU$497,713 (30 June 2007: US$3,108,138 and AU$4,560,089) have been given by Computershare Limited as security for bonds in respect of leased premises.
A bank guarantee of HK$977,621 (30 June 2007: HK$977,621) has been given by Computershare Hong Kong Investor Services Limited as security for bonds in respect of leased premises.
A bank guarantee of Rand 850,000 (30 June 2007: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.
Guarantees of US$5,844,006 (30 June 2007: US$5,844,006) have been given by Computershare Investor Services LLC as security for healthcare administration services in USA.
Guarantees and indemnities of US$318,500,000 (30 June 2007: US$318,500,000) have been given to US Institutional Accredited Investors by Computershare Limited, ACN 081 035 752 Pty Ltd, Computershare Finance Company Pty Ltd and Computershare Investments (UK)(No. 3) Ltd under a Note and Guarantee Agreement dated 22 March 2005.
(b) Legal and Regulatory Matters
Due to the nature of operations, certain commercial claims and regulatory investigations in the normal course of business have been made against Computershare in various countries. An inherent difficulty in predicting the outcome of such matters exist, but based on current knowledge and consultation with legal counsel, we do not expect any material liability to the Group to eventuate. The status of all claims and regulatory investigations is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s Financial Statements.
(c) Other
As noted in this financial report, the Group is subject to regulatory capital requirements administered by certain US and Canadian banking commissions and by the Financial Services Authority in the UK. These requirements pertain to the trust company charter granted by the commissions and the Financial Services Authority. Failure to meet minimum capital requirements, or other ongoing regulatory requirements, can initiate action by the regulators that, if undertaken, could revoke or suspend the Group’s ability to provide trust services to customers in these markets. At all relevant times the Computershare subsidiaries have met all minimum capital requirements. In addition to the capital requirements, a trust company must deposit eligible securities with a custodian. The Group has deposited a certificate of deposit with the Group’s custodian in the UK in order to satisfy this requirement.
Computershare Limited, as the parent company, has issued a letter of warrant to Computershare Custodial Services Ltd. This obligates Computershare Limited to maintain combined tier one capital of at least Rand 455,000,000.
Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries is US$7,611,970 (30 June 2007: US$5,574,403). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated controlled entities as there is currently no intention to remit these earnings to the parent entity.
In consideration of the Australian Securities and Investments Commission agreeing to allow AU$5,000,000 to form part of the net tangible assets of Computershare Clearing Pty Ltd so that it can meet certain financial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Clearing Pty Ltd, an AU$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Clearing Pty Ltd. The loan was made pursuant to a deed of subordination dated 7 January 2004.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2007
10. CONTINGENT LIABILITIES CONTINUED
In consideration of the Australian Securities and Investments Commission agreeing to allow AU$5,000,000 to form part of the net tangible assets of Computershare Share Plans Pty Ltd so that it can meet certain financial requirements under the conditions of its Australian Financial Services Licence, Computershare Limited has agreed to make, at the request of Computershare Share Plans Pty Ltd, a AU$5,000,000 loan to it. Computershare Limited has agreed to subordinate its loan to any other unsecured creditors of Computershare Share Plans Pty Ltd. The loan was made pursuant to a deed of subordination dated 5 July 2007.
Computershare Limited, as the parent company, has undertaken to own, either directly or indirectly, all of the equity interests and guarantee performance of the obligations of Computershare Investor Services LLC, Computershare Trust Company Inc, Georgeson Shareholder Communications Inc, Computershare Trust Company of Canada and Computershare Investor Services Inc with respect to any financial accommodation related to transactional services provided by Harris Trust and Savings Bank, Chicago.
Computershare Limited, as the parent company, guarantees performance of the obligations of Computershare Inc in relation to any financial accommodation related to transactional services provided by Bank of America, N.A.
Computershare Limited, as the parent company, guarantees performance of the obligations of a number of companies within the Australian group, Computershare Investor Services LLC, Computershare Limited (UK), Georgeson Shareholder Communications Inc and Computershare US Services Inc in relation to any financial accommodation related to transactional services provided by National Australia Bank Limited.
11. SIGNIFICANT EVENTS AFTER BALANCE DATE
No matter or circumstance has arisen since the end of the half-year, which is not otherwise disclosed within this report or in the consolidated financial statements, that has significantly or may significantly affect the operations of the consolidated entity, the results of those operations or the state of affairs of the consolidated entity in subsequent financial years, other than as noted below:
Acquisitions post 31 December 2007
On 16 November 2007, Computershare entered into an agreement with the VEM founders to acquire their combined 30.2% stake and also received irrevocable undertakings from other VEM shareholders to acquire a further 8.6% (with an acceptance period ending 15 February 2008). These agreements were subject to regulatory conditions precedent which were not met as at 31 December 2007. The regulatory conditions were satisfied on 17 January 2008. As at 8 February 2008, Computershare held 89.4% of the issued shares in VEM.
On 6 February 2008, Computershare announced that it intends to make a cash offer for all of the shares in QM Technologies Limited at a price of AU$3.40 per share. The offer is subject to various conditions, including a minimum acceptance of 90% and Australian Competition & Consumer Commission approval. The offer values QM Technologies Limited’s ordinary equity at approximately AU $153 million.
- 22 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION
Directors’ Declaration
In the directors’ opinion:
-
(a) the financial statements and notes set out on pages 8 to 22 are in accordance with the Corporations Act 2001 , including:
-
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2007 and of its performance, as represented by the results of its operations, changes in equity and its cash flows, for the half-year ended on that date; and
-
(b) there are reasonable grounds to believe that Computershare Limited will be able to pay its debts as and when they become due and payable.
This declaration is made in accordance with a resolution of the directors.
==> picture [186 x 24] intentionally omitted <==
==> picture [117 x 44] intentionally omitted <==
- C.J. Morris, Executive Chairman
W.S. Crosby, Director
Melbourne 13 February 2008
- 23 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENT 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) With regard to the integrity of the financial report of Computershare Limited and its controlled entities (the Group) for the half-year ended 31 December 2007:
-
(i) The financial statements and notes thereto comply with Accounting Standards in all material respects;
-
(ii) The financial statements and notes thereto give a true and fair view, in all material respects of the financial position and performance of the company and consolidated entity;
-
(iii) In our opinion, the financial statements and notes thereto are in accordance with the Corporations Act 2001 ; and
-
(iv) In our opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due payable.
-
b) With regard to the Group’s risk management and internal compliance and control systems for the half-year ended 31 December 2007:
-
(i) The statements made in (a) above regarding the integrity of the financial statements and notes thereto is founded on a sound system of risk management and internal compliance and control systems which, in all material respects, implement the policies adopted by the Board;
-
(ii) The risk management and internal compliance and control systems to the extent they relate to financial reporting are operating effectively and efficiently, in all material respects, based on the risk management model adopted by the Company; and
-
(iii) Nothing has come to our attention since 31 December 2007 that would indicate any material change to the statements in (i) and (ii) above.
==> picture [117 x 44] intentionally omitted <==
==> picture [136 x 37] intentionally omitted <==
W.S. Crosby Chief Executive Officer
T.F. Honan Chief Financial Officer
13 February 2008
- 24 -
PricewaterhouseCoopers ABN 52 780 433 757
INDEPENDENT AUDITOR’S REVIEW REPORT to the members of Computershare Limited
Freshwater Place 2 Southbank Boulevard SOUTHBANK VIC 3006 GPO Box 1331L MELBOURNE VIC 3001 DX 77 Website:www.pwc.com/au Telephone +61 3 8603 1000 Facsimile +61 3 8603 1999
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Computershare Limited, which comprises the balance sheet as at 31 December 2007, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, other selected explanatory notes and the directors’ declaration for the Computershare Limited Group (the consolidated entity). The consolidated entity comprises both Computershare Limited (the company) and the entities it controlled during that halfyear.
Directors’ Responsibility for the Half-Year Financial Report
The directors of the company are responsible for the preparation and fair presentation of the half-year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the half-year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity ’s financial position as at 31 December 2007 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Computershare Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
For further explanation of a review, visit our website http:/www.pwc.com/au/financialstatementaudit.
Liability limited by a scheme approved under Professional Standards Legislation.
- 25 -
While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.
Our review did not involve an analysis of the prudence of business decisions made by directors or management.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Computershare Limited is not in accordance with the Corporations Act 2001 including:
(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2007 and of its performance for the half-year ended on that date; and
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
==> picture [226 x 38] intentionally omitted <==
PricewaterhouseCoopers
==> picture [137 x 49] intentionally omitted <==
Simon Gray Partner
Melbourne 13 February 2008
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
| NTA Backing (Appendix 4D item | 3) | ||||
|---|---|---|---|---|---|
| 31 December 2007 | 31 December 2006 | ||||
| Net tangible asset backing per ordinary | share | (1.23) | (0.63) | ||
| Controlled entities acquired | or disposed of (Appendix 4D item 4) | ||||
| Acquired | Datacare | Administar | Computershare | ||
| Software Group | Restricted Stock |
Services Group | Verwaltungs | ||
| Limited | Systems Inc. |
LLC | GmbH | ||
| Date control gained | 4 July 2007 | 8 October 2007 |
18 October 2007 | 31 | October 2007 |
| Contribution to profit/(loss) from | |||||
| ordinary activities after tax in | |||||
| current period, where material | Immaterial | Immaterial |
Immaterial | Immaterial | |
| Profit/(Loss) from ordinary | |||||
| activities after tax during the whole | |||||
| of the previous corresponding | |||||
| period, where material | Immaterial | Immaterial |
Immaterial | Immaterial | |
| Acquired | Computershare | ||||
| Beteiligungs | Four Points |
||||
| GmbH & Co KG | BVBA |
Ezicomms Pty Ltd | |||
| Date control gained | 8 November 2007 | 4 December 2007 |
20 December 2007 | ||
| Contribution to profit/(loss) from | |||||
| ordinary activities after tax in | |||||
| current period, where material | Immaterial | Immaterial |
Immaterial | ||
| Profit/(Loss) from ordinary | |||||
| activities after tax during the whole | |||||
| of the previous corresponding | |||||
| period, where material | Immaterial | Immaterial |
Immaterial |
No entities were disposed of during the period.
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2007 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend | Franked amount per security |
Conduit foreign income amount per security |
|---|---|---|---|---|---|---|
| 6 September 2007 | 21September 2007 | Final | AU 9 cents | AU $51,638,553 | nil | AU 9 cents |
| 3March 2008 | 25March 2007 | Interim | AU10 cents | AU $55,565,406* | AU2cents** | AU 8 cents |
- based on 555,654,059 shares on issue as at 8 February 2008.
** dividend franked to 20%
Dividend reinvestment plans (Appendix 4D item 6)
The company has no dividend reinvestment plan in operation.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
Associates and Joint Venture entities (Appendix 4D item 7)
| Name | Place of | Principal activity | Ownership | Ownership | Consolidated | carrying |
|---|---|---|---|---|---|---|
| incorporation | interest | amount | ||||
| Dec | Jun | Dec 2007 | Jun 2007 | |||
| 2007 | 2007 | US $000 | US $000 | |||
| % | % | |||||
| Computer | ||||||
| Chelmer Limited | New Zealand | Technology Services | 50.0 | 50.0 | - | - |
| Japan Shareholder Services | Japan | Investor Services | 50.0 | 50.0 | 1,331 | 904 |
| Registrar Nikoil Company JSC | Russia | Investor Services | 40.0 | 40.0 | 5,516 | 11,455 |
| Netpartnering Limited | United Kingdom | Investor Services | 25.0 | 25.0 | 2,976 | 3,742 |
| VEM Aktienbank AG (a) | Germany | Investor Services | 31.7 | - | 27,069 | - |
The share of net profit of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2007 is $1.5 million (2006: $1.0 million).
- a) As at 31 December 2007, Computershare Limited holds an equity investment of a 31.7% holding in VEM Aktienbank AG. This holding was acquired on market over a seven month period to December 2007. No profit or loss has been recognised during the six months to 31 December 2007.
Foreign Entities
All foreign entities reports have been prepared under International Financial Reporting Standards.
Audit Status (Appendix 4D item 9)
This report is based on accounts which have been reviewed.
- 28 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
CORPORATE DIRECTORY
DIRECTORS
Christopher John Morris (Executive Chairman) William Stuart Crosby (Managing Director and Chief Executive Officer) Penelope Jane Maclagan Simon David Jones Dr Markus Kerber Arthur Leslie Owen Anthony Norman Wales
COMPANY SECRETARIES
Dominic Matthew Horsley Katrina Diana Bobeff
REGISTERED OFFICE
Yarra Falls 452 Johnston Street Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5000 Facsimile +61 3 9473 2500
BANKERS
National Australia Bank Limited 500 Bourke Street Melbourne Victoria 3000
STOCK EXCHANGE LISTING Australian Stock Exchange Limited
SOLICITORS
Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000
AUDITORS
PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank Victoria 3006
SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067 PO Box 103 Abbotsford Victoria Australia 3067 Telephone +61 3 9415 5087 Facsimile +61 3 9473 2500
Australia and New Zealand Banking Group Limited 530 Collins Street Melbourne Victoria 3000
The Royal Bank of Scotland Plc Corporate and Institutional Banking 135 Bishopsgate London EC2M 3UR
Bank of America N.A. Sydney Branch MLC Centre 19 Martin Place Sydney NSW 2000
- 29 -