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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2009
Feb 10, 2009
64696_rns_2009-02-10_77baf9dc-d369-4703-a037-b72f971815b2.pdf
Interim / Quarterly Report
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ASX PRELIMINARY HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2008
Lodged with the ASX under Listing Rule 4.2A.3.
This information should be read in conjunction with the 30 June 2008 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)_ | 28 |
| Corporate Directory | 30 |
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.
- 1 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 December 2008 (Previous corresponding period half-year ended 31 December 2007) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| US$ | ||||
|---|---|---|---|---|
| ‘000s | ||||
| Revenue from ordinary activities (Appendix 4D item 2.1) |
down | 0.8% | to | 777,057 |
| Profit/(loss) from ordinary activities after tax | ||||
| attributable to members | down | 15.5% | to | 130,871 |
| (Appendix 4D item 2.2) | ||||
| Net profit/(loss) for the period attributable to | ||||
| members | down | 15.5% | to | 130,871 |
| (Appendix 4D item 2.3) | ||||
| Dividends | Amount per security | Franked amount per | ||
| (Appendix 4D item 2.4) | security | |||
| Final dividend_(prior year)_ | AU 11 cents | 30% | ||
| Interim dividend | AU 11 cents | 40% |
Record date for determining entitlements to the interim dividend 23 February 2009. (Appendix 4D item 2.5)
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year is $777,056,785 a decrease of 0.8% over the last corresponding period. The decrease in revenue is from the Asia Pacific and North America regions, which felt the effect of reductions in initial public offerings and a strengthening US dollar (Asia Pacific) and lower transaction volumes and margin income (North America). This was partially offset by an increase in revenue from the EMEA region which benefitted from significant rights issues in the Financial Services sector.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
The current half-year EBITDA result is $222,452,386 including significant items, a decrease of 13.9% from the prior year. Net profit after tax attributable to members is $130,871,281 a decrease of 15.5% from the prior year. The decrease is primarily driven by lower transaction volumes and lower margin income, asset write downs and a strengthening US dollar, partially offset by higher Financial Services sector revenues and cost reduction initiatives.
The Group’s effective tax rate is 25.7% for the half-year ended 31 December 2008. The Group’s effective tax rate for the comparative six month period was 28.0%.
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 2008/09 financial year of AU 11 cents per share. This dividend is franked to 40%.
- 2 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2008
| Contents | |
|---|---|
| Directors’ report | 4 |
| Auditor’s independence declaration | 6 |
| Consolidated income statement | 7 |
| Consolidated balance sheet | 8 |
| Consolidated statement of changes in equity | 9 |
| Consolidated cashflow statement | 10 |
| Notes to the consolidated financial statements | 11 |
| Directors’ declaration | 24 |
| Statement to the Board of Directors | 25 |
| Independent auditor’s review report to the members | 26 |
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 2008 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 .
- 3 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
The Board of Directors of Computershare Limited (the Company) has pleasure in submitting its report in respect of the financial half-year ended 31 December 2008.
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 Nerolie Phyllis Withnall
Executive
Christopher John 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 operations 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 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 specialising 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 has decreased 13.4% to 23.55 cents. The Group has recorded an operating profit before tax of $179.2 million for the half-year ended 31 December 2008 (2007: $220.0 million). Total revenue has decreased 0.8 % to $777.1 million (2007: $783.7 million) and operating cash flows have decreased 22.4 % to $159.9 million (2007: $206.2 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 2008 was $145.2 million (2007: $155.8 million).
The result for the six months to 31 December 2008 reflects the challenging market conditions, with reduced contributions from the Asia Pacific and North America regions, partially offset by the EMEA region. The impact of lower transaction volumes and reduced client cash balances was partially offset by cost containment actions.
- 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 1 September 2008, Computershare acquired Busy Bees Childcare Vouchers Limited based in the UK, a manager and administrator of childcare voucher schemes for GBP 90.0 million.
-
b) On 21 November 2008, Computershare disposed of Lord Securities Corporation based in the US for US$18.8 million.
CONSOLIDATED PROFIT
The consolidated profit of the consolidated entity for the half-year was $130.9 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 2008 was declared on 13 August 2008 and paid on 19 September 2008. This was an ordinary dividend of AU 11 cents per share, franked to 30.0% (US 9 cents per share), amounting to AU $61,121,946 (US $50,043,593).
-
An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 25 March 2009, of AU 11 cents per share, franked to 40.0% and amounting to AU $61,121,946 based on shares on issue as at 31 December 2008. The dividend was not declared until 11 February 2009 and accordingly no provision has been recognised at 31 December 2008.
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 23] intentionally omitted <==
==> picture [118 x 44] intentionally omitted <==
-
C.J. Morris, Executive Chairman
-
W.S. Crosby, Director
-
11 February 2009
-
5 -
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 2008, 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 [136 x 49] intentionally omitted <==
Simon Gray Partner PricewaterhouseCoopers
Melbourne 11 February 2009
Liability limited by a scheme approved under Professional Standards Legislation
- 6 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED INCOME STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
| 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 2008 2007 US $000 US $000 772,887 779,753 4,170 3,950 |
|---|---|
| 777,057 783,703 |
|
| 15,508 6,751 480,055 446,466 85,245 78,404 24,456 26,516 23,333 20,652 |
|
| 613,089 572,038 |
|
| (325) 1,566 |
|
| 179,151 219,982 45,974 61,552 |
|
| 133,177 158,430 2,306 3,496 |
|
| 130,871 154,934 |
|
| 23.55 27.20 23.47 27.08 |
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 2008
| CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2008 |
|
|---|---|
| CURRENT ASSETS Cash and cash equivalents Receivables Financial assets held for trading Available-for-sale financial assets at fair value Other financial assets Inventories Current tax assets Derivative financial instruments Other current assets Total Current Assets NON-CURRENT ASSETS Receivables Investments accounted for using the equity method Available-for-sale financial assets at fair value Property, plant & equipment Deferred tax assets Derivative financial instruments Intangibles Other Total Non-Current Assets Total Assets CURRENT LIABILITIES Payables Interest bearing liabilities Current tax liabilities Provisions Derivative financial instruments Deferred consideration Total Current Liabilities NON-CURRENT LIABILITIES Payables Interest bearing liabilities Deferred tax liabilities Provisions Derivative financial instruments Deferred consideration Other Total Non-Current Liabilities Total Liabilities NET ASSETS EQUITY Parent entity interest Contributed equity - ordinary shares Reserves Retained profits Total parent entity interest Minority interest Total Equity |
31 December 2008 30 June 2008 US $000 US $000 155,664 124,235 190,856 279,657 2,323 29,107 11,568 1,430 33,777 30,901 6,260 11,753 17,588 18,974 2,737 375 18,273 19,697 |
| 439,046 516,129 |
|
| 4,574 8,082 13,778 11,078 3,747 7,191 87,043 107,393 89,136 85,442 94,780 21,075 1,461,813 1,480,557 - 1,071 |
|
| 1,754,871 1,721,889 |
|
| 2,193,917 2,238,018 |
|
| 277,383 308,041 1,888 29,804 8,133 48,200 31,872 43,475 73 609 1,906 6,783 |
|
| 321,255 436,912 |
|
| 1,988 1,754 945,356 881,118 64,520 68,158 43,754 51,631 1,061 2,864 18,204 17,589 7,125 7,796 |
|
| 1,082,008 1,030,910 |
|
| 1,403,263 1,467,822 |
|
| 790,654 770,196 |
|
| 31,689 31,689 70,859 126,437 681,621 600,794 |
|
| 784,169 758,920 6,485 11,276 |
|
| 790,654 770,196 |
The above balance sheets should be read in conjunction with the accompanying notes.
- 8 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
| 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: Dividends provided for or paid 4 Share buy-back 7 Acquisition related share transaction On-market purchase of shares related to employee share plans Employee share based remuneration reserve 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 2008 2007 US $000 US $000 770,196 832,574 (3,328) (378) 63,256 18,090 (110,002) 22,580 |
|---|---|
| (50,074) 40,292 130,871 154,934 |
|
| 80,797 195,226 |
|
| (50,044) (44,753) - (297,456) - 392 - (8,478) (5,505) 4,905 - (307) (4,790) 628 |
|
| (60,339) (345,069) |
|
| 790,654 682,731 |
|
| 80,797 195,226 2,306 3,496 |
|
| 83,103 198,722 |
The above statements of changes in equity should be read in conjunction with the accompanying notes.
- 9 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASHFLOW STATEMENT FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
| 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 subsidiaries and businesses, 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 subsidiaries and businesses, 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 subsidiary 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 2008 2007 US $000 US $000 854,681 828,231 (618,772) (557,736) 388 97 (18,813) (26,932) 2,859 2,685 (60,417) (40,138) |
|---|---|
| 159,926 206,207 |
|
| (141,152) (75,071) (4,442) (27,069) 1,381 6,703 (14,591) (16,241) (12,677) (18,833) 663 18,554 16,905 - (3,378) (2,767) |
|
| (157,291) (114,724) |
|
| - - (8,511) (9,129) - (297,456) 604,163 344,766 (496,015) (62,270) (50,044) (44,753) (1,270) (3,550) (1,241) 62 (831) (860) |
|
| 46,251 (73,190) |
|
| 48,886 18,293 124,235 86,801 (17,457) 2,947 |
|
| 155,664 108,041 |
The above cash flow statements should be read in conjunction with the accompanying notes.
- 10 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
1. BASIS OF PREPARATION OF HALF-YEAR FINANCIAL REPORT
This general purpose financial report for the interim half-year reporting period ended 31 December 2008 has been prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting . The half-year financial report of Computershare Limited and its controlled entities also complies with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.
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 2008 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 2008:
| Redundancy provisions (net of tax) Acquisition provisions no longer required (net of tax) VEM asset write-downs (net of tax) Profit on sale of controlled entities and business units (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 (4,813) 642 (14,025) 6,857 (844) (2,192) |
|---|---|
| (14,375) |
For the half-year ended 31 December 2007:
| f-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) |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
3. RECONCILIATION OF INCOME TAX EXPENSE
| a) Income tax expense Current tax expense Deferred tax expense Under (over) provided in prior years Total income tax 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 expenses (including depreciation and amortisation) Research and development allowance Tax losses recognised not previously brought to account Non-deductible asset write-downs Non-assessable capital gains Share based payments Losses not deductible 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 deferred tax arising in the reporting period and not recognised in net profit or loss but directly debited or credited to equity Net deferred tax – debited (credited) directly to equity |
Half-year 2008 2007 US $000 US $000 59,884 45,803 (12,648) 16,129 (1,262) (380) |
|---|---|
| 45,974 61,552 |
|
| (11,896) (6,551) (752) 22,680 |
|
| (12,648) 16,129 |
|
| 179,151 219,982 53,745 65,995 609 487 (1,347) (949) - (568) 2,728 - (2,954) (770) 266 1,617 1,968 - (6,542) (4,675) (1,508) (1,339) 271 2,134 (1,262) (380) |
|
| 45,974 61,552 |
|
| 2,186 6,950 |
|
| 2,186 6,950 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
4. DIVIDENDS
Ordinary shares Dividends provided for or paid during the half-year
| Half-year | Half-year |
|---|---|
| 2008 | 2007 |
| US $000 | US $000 |
| 50,044 | 44,753 |
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 11 cents per fully paid ordinary share, franked to 40%. As the dividend was not declared until 11 February 2009, a provision has not been recognised as at 31 December 2008.
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.
- a) Acquired 100% ownership of Busy Bees Childcare Vouchers Limited on 1 September 2008 for GBP 90.0 million.
The assets and liabilities arising from the acquisitions are as follows:
| Cash Receivables Intangible assets Prepayments Other assets Payables Tax provisions Other provisions Voucher liability Net assets acquired |
Total Acquiree’s carrying amount US $000 33,872 744 2,816 760 394 (1,602) (300) (1,369) (34,419) |
|---|---|
| 896 |
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 is $4.1 million and for the whole period if the acquisition had occurred at the start of the period, was approximately $6.6 million.
- b) During the half-year Computershare also acquired 100% ownership of IML Holland (formerly Netvote B.V.), Eventbookings Limited and Electronic Data Filing Inc. These business combinations did not individually contribute materially to total revenue or net profit of the Group. The assets and liabilities arising from the acquisitions are as follows:
| Cash Receivables Other assets Payables Tax provisions Other liabilities Net assets acquired |
Total Acquiree’s carrying amount US $000 830 92 118 (39) (26) (61) |
|---|---|
| 914 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
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.
In accordance with accounting policy, the acquisition accounting for the Four Points BVBA, Ezicomms Pty Limited, Administar Services Group LLC and Restricted Stock Systems Inc. business combinations have been finalised. The following adjustments have been made to the provisional values recognised during the current reporting period.
Recognition of intangible assets separately from goodwill
US $000 273
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
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, 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 five business segments: Investor Services, Plan Services, Communication 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 administration and management of employee share and option plans. Communication Services operations comprise laser imaging, intelligent mailing, scanning and electronic communications delivery. Stakeholder Relationship Management Services comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants. Technology Services include the provision of software specialising in share registry and financial services. Intersegment charges are at normal commercial rates.
All corporate entities have been included as unallocated in the geographic and business segments. Corporate entities’ main purpose is to hold intercompany investments and conduct financing activities. Previously corporate entities were reflected in the geographic region of incorporation and corporate business segments, accordingly the 31 December 2007 comparatives have been updated. The most significant changes to the 31 December 2007 geographic and business segments’ profit before income tax were corporate entity transactions relating to profit on sale of external investments and external interest expense now being included in unallocated.
Geographical segments are presented as the primary reporting segment of the Group, reflecting the manner in which the Group has been internally managed and financial information reported to the Board in the current financial year.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
PRIMARY BASIS - Geographic Segments December 2008
| 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 $000 227,049 217,623 327,521 4,864 3,551 3,157 607 (7,315) |
Consolidated Total US $000 777,057 - |
|---|---|---|
| 230,600 220,780 328,128 (2,451) |
777,057 | |
| 587 2,133 814 11,974 48,549 73,913 74,665 (17,976) 5,892 5,010 8,347 720 - - - 1,372 59,860 148,211 154,752 1,040,440 |
15,508 179,151 (45,974) |
|
| 133,177 | ||
| 19,969 1,372 1,403,263 |
||
| 331,822 408,345 1,062,736 391,014 |
2,193,917 | |
| 5,514 8,264 - - |
13,778 | |
| 4,283 2,633 5,132 133 - 131,342 953 - |
12,181 132,295 |
|
| 4,283 133,975 6,085 133 |
144,476 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
6. SEGMENT INFORMATION CONTINUED
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 $000 231,279 172,729 375,905 3,790 3,451 5,592 722 (9,765) |
Consolidated Total US $000 783,703 - |
|---|---|---|
| 234,730 178,321 376,627 (5,975) |
783,703 | |
| 391 1,429 1,279 3,652 72,003 52,674 122,485 (27,180) 4,481 4,933 6,621 1,647 - - - 1,733 48,673 94,148 220,345 844,659 |
6,751 219,982 (61,552) |
|
| 158,430 | ||
| 17,682 1,733 1,207,825 |
||
| 273,704 223,350 1,133,241 260,261 |
1,890,556 | |
| 1,331 35,539 - - |
36,870 | |
| 3,118 3,457 11,547 2,906 2,468 20,200 54,828 - |
21,028 77,496 |
|
| 5,586 23,657 66,375 2,906 |
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 2008
6. SEGMENT INFORMATION CONTINUED
SECONDARY - Business Segments December 2008
| 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 Communication Services Investor Services Plan Services Technology Services Unallocated/ Eliminations US $000 US $000 US $000 US $000 US $000 US $000 34,585 82,890 580,337 54,103 20,278 4,864 837 69,223 2,437 1,542 79,360 (153,399) |
Consolidated Total US $000 777,057 - |
|---|---|---|
| 35,422 152,113 582,774 55,645 99,638 (148,535) |
777,057 | |
| 317 82 2,648 195 292 11,974 2,322 15,939 160,207 12,656 7,306 (19,279) 198 4,147 7,955 184 6,765 720 - - - - - 1,372 10,116 28,218 283,152 15,557 25,780 1,040,440 |
15,508 179,151 (45,974) |
|
| 133,177 | ||
| 19,969 1,372 1,403,263 |
||
| 95,992 162,580 1,432,934 30,823 80,574 391,014 |
2,196,917 | |
| - - 9,625 - 4,153 - |
13,778 | |
| 8 1,191 8,416 - 2,437 129 - - 132,295 - - - |
12,181 132,295 |
|
| 8 1,191 140,711 - 2,437 129 |
144,476 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
6. SEGMENT INFORMATION CONTINUED
SECONDARY BASIS - 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 Communication Services Investor Services Plan Services Technology Services Unallocated/ Eliminations US $000 US $000 US $000 US $000 US $000 US $000 38,174 43,489 621,205 59,039 18,006 3,790 1,181 69,985 1,520 990 86,195 (159,871) |
Consolidated Total US $000 783,703 - |
|---|---|---|
| 39,355 113,474 622,725 60,029 104,201 (156,081) |
783,703 | |
| 128 156 2,246 392 177 3,652 749 9,700 205,010 13,367 18,922 (27,766) 222 3,287 6,498 184 5,844 1,647 - - - - - 1,733 9,833 14,038 279,893 34,264 25,137 844,660 |
6,751 219,982 (61,552) |
|
| 158,430 | ||
| 17,682 1,733 1,207,825 |
||
| 105,496 66,646 1,348,672 33,450 76,031 260,261 |
1,890,556 | |
| - - 36,870 - - - |
36,870 | |
| 55 1,147 14,665 3 2,252 2,906 - - 45,469 - 32,027 - |
21,028 77,496 |
|
| 55 1,147 60,134 3 34,279 2,906 |
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 2008
7. EQUITY SECURITIES ISSUED
| Issues of ordinary shares during the half- year Shares bought back on market and cancelled 8. EARNINGS PER SHARE Half-year end 31 December 2008 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 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 Half-year 2008 2007 2008 2007 Shares Shares US $000 US $000 - (35,205,009) - 297,456 - (35,205,009) - 297,456 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 23.55cents 23.47cents 26.14cents 26.05cents 133,177 133,177 133,177 133,177 (2,306) (2,306) (2,306) (2,306) - - 14,375 14,375 |
|
|---|---|---|
| 130,871 130,871 145,246 145,246 |
||
| 555,654,059 555,654,059 557,539,240 557,539,240 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 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
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 - VEM asset write downs 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 2008 2007 US $000 US $000 133,177 158,430 19,969 17,682 (5,356) (2,879) 325 (1,566) 2,778 (1,590) 8,033 6,090 14,720 - 48,094 24,574 4,251 2,137 (965) (14,191) (14,444) 21,415 (13,123) (35,871) (37,533) 31,976 |
|---|---|
| 159,926 206,207 |
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$750,000,000 (30 June 2008: US$750,000,000) 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 and amended in March 2008.
Bank guarantees of AU$520,000 (30 June 2008: AU$520,000) have been given in respect of facilities provided to Computershare Clearing Pty Ltd. Bank guarantees of AU$497,713 (30 June 2008: AU$497,713) have been given in respect of facilities provided to Computershare Limited. A bank guarantee of AU$500,000 (30 June 2008: AU$500,000) has been given in respect of facilities provided to Sepon Australia Pty Ltd. A bank guarantee of AU $215,888 (30 June 2008: AU $213,050) has been given in respect of facilities provided to Computershare Investor Services Pty Ltd.
A bank guarantee of AU$106,350 (30 June 2008: AU$106,350) has been given in respect of facilities provided to Computershare Communication Services Limited. A bank guarantee of AU$ nil (30 June 2008: AU$20,000) has been given in respect of facilities provided to Computershare Plan Managers Pty Ltd. A bank guarantee of AU$ nil (30 June 2008: AU$20,000) has been given in respect of facilities provided to CPU Share Plans Pty Ltd.
A performance guarantee of Rand 15,000,000 (30 June 2008: 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.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
10. CONTINGENT LIABILITIES CONTINUED
Guarantees of US$3,436,943 (30 June 2008: US$3,436,943) have been given by Computershare US Services Inc. as security for healthcare administration services in USA.
Guarantees of Rand 565,000 (30 June 2008: Rand 565,000) have been given by Computershare South Africa (Pty) Ltd to provide for electricity services.
Guarantees of US$2,129,929 (30 June 2008: US$2,559,929) have been given by Computershare Investor Services LLC and Computershare US Services Inc. as security for bonds in respect of leased premises.
A bank guarantee of HK$977,621 (30 June 2008: 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 2008: Rand 850,000) has been given by Computershare South Africa (Pty) Ltd as security for bonds in respect of leased premises.
Guarantees of EUR 680,000 (30 June 2008: EUR 1,580,000) have been given by Am Schonberg GmbH (Germany) as security to creditors of the former owner of Am Schonberg.
Guarantees of EUR 594,575 (30 June 2008: EUR 2,361,000) have been given by VEM Aktienbank AG (Germany) for redelivery liability from securities lending.
Guarantees and indemnities of US$553,500,000 (30 June 2008: 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, Computershare US General Partnership and Computershare Investments (UK)(No. 3) Ltd under a Note and Guarantee Agreements dated 22 March 2005 and 29 July 2008.
A bank guarantee of INR 350,000 (30 June 2008: INR nil) has been given by Computershare Karvy Pty Ltd, in respect of a performance obligation to clients.
(b) Legal and Regulatory Matters
Due to the nature of operations, certain commercial claims in the normal course of business have been made against Computershare in various countries. An inherent difficulty in predicting the outcome of such matters exists, but in the opinion of the Company, 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 is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s Financial Statements.
(c) Other
The Group is subject to regulatory capital requirements administered by certain US and Canadian financial institutions and banking commissions. These requirements pertain to the trust company charter granted by these authorities. The Group is also subject to regulatory capital requirements administered by the Financial Services Authority in the UK and by Regulatory Authority for Financial Institutions of Germany in Germany. These requirements pertain to the trust company charter granted by the Financial Services Authority in the UK. In Germany, these requirements need to be met for underlying businesses. 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 (Australia) has issued a letter of warrant to Computershare Custodial Services Ltd. This obligates Computershare Limited (Australia) to maintain combined tier one capital of at least Rand 455,000,000.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 DECEMBER 2008
10. CONTINGENT LIABILITIES CONTINUED
Potential withholding and other tax liabilities arising from distribution of all retained distributable earnings of all foreign incorporated subsidiaries is US$11,243,500 (30 June 2008: US$9,744,237). No provision is made for withholding tax on unremitted earnings of applicable foreign incorporated subsidiaries 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.
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 CPU 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 CPU 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 CPU 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.
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.
- 23 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION
Directors’ Declaration
In the directors’ opinion:
-
(a) the financial statements and notes set out on pages 7 to 23 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 2008 and of its performance, 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 11 February 2009
- 24 -
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 statements of Computershare Limited and its controlled entities (the Group) for the half-year ended 31 December 2008 that:
-
(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 2008:
-
(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 of Directors;
-
(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 2008 that would indicate any material change to the statements in (i) and (ii) above.
==> picture [117 x 44] intentionally omitted <==
==> picture [118 x 42] intentionally omitted <==
W.S. Crosby Chief Executive Officer
P.A. Barker Chief Financial Officer
11 February 2009
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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 2008, 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 establishing 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. In note 1, the directors also state that the consolidated financial statements, comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.
Auditor’s Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with 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 2008 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.
- 26 -
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:
(a) is not in accordance with the Corporations Act 2001 including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half-year ended on that date; and
(ii) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
(b) does not comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board as disclosed in note 1.
==> picture [225 x 38] intentionally omitted <==
PricewaterhouseCoopers
==> picture [136 x 49] intentionally omitted <==
Simon Gray Partner
Melbourne 11 February 2009
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
Net tangible asset backing per ordinary share
31 December 2008
31 December 2007
(1.38) (1.23)
Controlled entities acquired or disposed of (Appendix 4D item 4)
| Acquired | Busy Bees | |||
|---|---|---|---|---|
| Childcare | IML Holland | |||
| Vouchers | (formerly | Eventbookings | Electronic Data | |
| Limited | Netvote B.V.) | Limited | Filing Inc. | |
| Date control gained | 1 September | 1 October | 31 October | 16 December |
| 2008 | 2008 | 2008 | 2008 | |
| US $000 | US $000 | US $000 | US $000 | |
| Contribution to profit/(loss) from | ||||
| ordinary activities after tax in | ||||
| current period, where material | 4,052 | Immaterial | Immaterial | Immaterial |
| Profit/(Loss) from ordinary | ||||
| activities after tax during the whole | ||||
| of the previous corresponding | ||||
| period, where material | 5,569 | Immaterial | Immaterial | Immaterial |
| Disposed of | Lord Securities | |||
| Corporation | ||||
| Date control lost | 21 November | |||
| 2008 | ||||
| US $000 | ||||
| Contribution to profit/(loss) from | ||||
| ordinary activities after tax in | ||||
| current period, where material | Immaterial | |||
| Profit/(Loss) from ordinary | ||||
| activities after tax during the whole | ||||
| of the previous corresponding | ||||
| period, where material | Immaterial |
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2008 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend | Franked amount per security |
Conduit foreign income amount per security |
|---|---|---|---|---|---|---|
| 5 September 2008 | 19 September 2008 | Final | AU 11 cents | AU $61,121,946 | AU 3.3 cents ** |
AU 7.7 cents |
| 23 February 2009 | 25 March 2009 | Interim | AU 11 cents | AU $61,121,946* | AU 4.4 cents *** |
AU 6.6 cents |
-
based on 555,654,059 shares on issue as at 10 February 2009.
-
** dividend franked to 30%
*** dividend franked to 40%
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 2008 | Jun 2008 | |||
| 2008 | 2008 | US $000 | US $000 | |||
| % | % | |||||
| Joint Ventures | ||||||
| Computershare | ||||||
| Chelmer Limited | New Zealand | Technology Services | 50.0 | 50.0 | - | - |
| Japan Shareholder Services | Japan | Investor Services | 50.0 | 50.0 | 1,361 | 1,737 |
| Asset Checker Limited | United Kingdom | Investor Services | 50.0 | - | 328 | - |
| Computershare Pan Africa | ||||||
| Holdings (Pty) Limited | Mauritius | Investor Services | 50.0 | - | - | - |
| Associates | ||||||
| Registrar Nikoil Company JSC | Russia | Investor Services | 40.0 | 40.0 | 4,098 | 5,951 |
| Netpartnering Limited | United Kingdom | Investor Services | 25.0 | 25.0 | 2,758 | 3,390 |
| Computershare | ||||||
| Milestone Group Pty Ltd | Australia | Technology Services | 20.0 | - | 4,153 | - |
| Janosch Film & Medien AG | Germany | Intellectual Property | 49.1 | - | 154 | - |
| Fonterelli GmbH & Co. KGaA | Germany | Investment Management | 49.6 | - | 131 | - |
| Taishan Capital Management | ||||||
| AG | Germany | Investment Management | 48.8 | - | 21 | - |
| Taishan Investment AG | Germany | Investment Management | 44.8 | - | 774 | -- |
The share of net profit of associates and joint ventures accounted for using the equity method for the halfyear ended 31 December 2008 is a loss of $0.3 million (2007: $1.5 million profit).
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.
- 29 -
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 Nerolie Phyllis Withnall
STOCK EXCHANGE LISTING Australian Stock Exchange Limited
SOLICITORS
Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne Victoria 3000
AUDITORS
COMPANY SECRETARIES
Dominic Matthew Horsley Katrina Diana Bobeff
PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank Victoria 3006
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
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 5000 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
Harris N.A 111 W. Monroe Street Chicago, Illinois
- 30 -