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CVC LIMITED Interim / Quarterly Report 2006

Feb 23, 2006

64728_rns_2006-02-23_ba928642-52d3-4a07-b256-f304268a53e9.pdf

Interim / Quarterly Report

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Commentary on Results & Dividend Announcement

Half Year Result

The Directors of CVC Limited ("CVC") wish to report a net profit after tax of \$3 M (2.3 cents per share) for the 6 months to 31 December 2005.

Whilst, the profit is a decrease from that realised in the six months to 31 December 2004, the prior year profit was almost entirely attributable to the sale of the Chevron Renaissance Shopping Centre. Importantly the current period profit announced today does not include any sizeable capital realisations, and is instead almost entirely attributable to earnings of a recurrent nature. The development of recurring income streams has been a key focus of CVC over the past two years.

Clearly the half year result does not include the recently announced profit of in excess of \$16.5 M from the sale of CVC's shares in Stargames Limited. The sale was completed since the end of the half-year and will instead form part of the full year result.

Reported net assets have continued to increase and as at 31 December 2005 amounted to \$1.30 per share. Following recent changes to accounting standards, reported net assets now reflect the market values of listed shares, net of a provision for applicable income tax. However they continue to ignore uplifts in the value of unlisted investments and property interests. In particular, there is no uplift in value reflected for our joint venture land holding at Fern Bay or for any of our unlisted investments.

Developments

The Directors are pleased to report the following progress and developments in the key business segments:

Listed Investments:

CVC's long term investment in Stargames Limited was realised in January 2006 for a profit in excess of \$16.5 M. CVC is justifiably proud of this result. CVC is delighted to have been a shareholder from the original acquisition of the Stargames business in 1999 through to its sale to Shuffle Master Inc in 2006, and is grateful to the Board and management of Stargames for their dedication during that period. CVC's confidence in the Stargames business was further demonstrated in May and June 2005 with the investment of an additional \$5 M, and we are delighted to report that this was vindicated with the sale profit increasing by \$2.4 M as a result

The core portfolio of Sunland, Pro-Pac and Greens Foods have all performed in line with expectations during the half year and continue to form a base for dividend income and longer term capital growth. CVC has also added to the portfolio during the six months with substantial holdings being acquired in Cellnet Limited and SMC Gold.

Private Equity:

Investments in Probiotec and Ron Finemore Transport continued to progress during the six month period. Probiotec is finalising its preparations for an expected initial public offering prior to June. Ron Finemore Transport is continuing to build its customer base and further drive efficiencies through its fleet, though high fuel prices continue to hamper profitability.

During the period CVC acquired a minority stake in Sunleisure, which has acquired a number of properties and management letting rights and is 49% owned by Sunland.

With a strong ungeared balance sheet CVC is well positioned for further private equity opportunities and continues to review a substantial number of opportunities on an annual basis.

CVC Limited Level 42, AAP Centre 1 T 02 9087 8000
ABN 34 002 700 361 259 George Street F02 9087 8088
AFSL 239665 i Sydney NSW 2000 www.cvcltd.com.au

Property:

Sales activity commenced at Fern Bay during the half year and as at the date of this report approximately 48 lots have sold for a total of $$12.5$ M - an encouraging result for a new development in a flat property market. Substantial effort has been put into progressing approvals for a master plan which if approved will result in a total of approximately 950 residential lots. We are hopeful of a resolution of the master plan application prior to June.

The Belrose Bulky Goods Property advanced its development application during the period. We are optimistic regarding the prospects for a determination of the approval prior to June and the potential to incorporate the site as the initial asset of a CVC Property Fund.

Funds Management:

Funds management activity during the period concentrated on the acquisition of a responsible entity, Taragon Management Limited, and on a capital raising for CVC Sustainable Investments.

During the period, CVC acquired Taragon Management Limited, the responsible entity for the ASX listed Taragon Property Fund. Concurrently, CVC also acquired a 19.5% stake in the fund. CVC is excited about the prospects for building the fund into a sizeable listed property fund and at the same time become a future source of significant profitability for CVC through funds management, property development and capital appreciation.

CVC Sustainable Investments raised a further \$3.4 M of investment capital. Whilst the capital raising was modest, it confirmed CVC's view that there is strong demand for an investment product of this type. CVC will continue with its efforts to develop CVC Sustainable Investments into a meaningful investment fund in the environmental industry.

Corporate1

CVC bought back 4.7 M shares at a cost of \$1.25 per share during the period.

Commentary on Future Expectations

CVC is in an excellent position for the future:

  • following the sale of its shareholding in Stargames Limited, CVC will hold approximately \$50 M in cash which places it in excellent position for potential investment opportunities:
  • the current listed investments continue to perform and, there is great potential for long term growth in the value of both our listed and unlisted portfolio's;
  • the Fern Bay and Belrose developments provide a strong base for future profitability;
  • CVC continues to build its funds management business and launch new investment products: and
  • at the date of this report it is anticipated that CVC's profit after tax for the year ending 30 June 2006 will approach \$25 M.

Dividend

In recognition of the continuing development and success of CVC, CVC is delighted to today announce a record interim dividend of 3 cents per share, a 50% increase on the 2005 interim dividend. The dividend will be paid on 17 March 2006 to all shareholders registered at 10 March 2006.

ADH Beard Director 24 February 2006

CVC Limited Level 42, AAP Centre 1 T 02 9087 8000
ABN 34 002 700 361 259 George Street F02 9087 8088
AFSL 239665 I Sydney NSW 2000 www.cvcitd.com.au

Appendix 4D

Half Yearly Report Results for announcement to the market

CVC Limited
ABN Half Year ended
('Reporting Period')
Previous Half Year ended
('Corresponding period')
34 002 700 361 31 December 2005 31 December 2004
Results
Revenue Down 52% to \$6,821,958
Profit after tax attributable to shareholders Down 79% to \$3,037,902

Dividends (distributions)

Net profit attributable to shareholders

Amount per security Franked amount per
security
Interim dividend 3.0 c 3.0 c
Prior year interim dividend 2.0 c 2.0 e

Down

Information on dividends:

A final dividend of 3 cents per share in respect of the financial year ended 30 June 2005 was declared on 24 August 2005 and paid on 30 September 2005.

An interim dividend of 3 cents per share in respect of the financial year ended 30 June 2006 was declared on 24 February 2006 to be paid on 17 March 2005. Shareholders can elect to receive the dividend as new shares in the Company in accordance with the rules of the CVC Limited Dividend Reinvestment Plan.

Record date for determining entitlements to the dividend

10 March 2006

79% to

\$3,037,902

Last date for receipt of election notices for participation in the CVC Limited Dividend Reinvestment Plan

10 March 2006

Commentary

Brief explanation of any of the figures reported above:

Please refer to the attached commentary for a detailed review.

CVC LIMITED AND ITS CONTROLLED ENTITIES

HALF YEAR FINANCIAL REPORT

For the half-year ended 31 December 2005

ACN 002 700 361

COMPANY PARTICULARS

CVC LIMITED

ACN 002 700 361

DIRECTORS

Vanda R Gould John S Leaver John D Read Alexander D H Beard John T Riedl

SECRETARIES

Alexander D H Beard Michael I Bower

MANAGEMENT TEAM

Alexander D H Beard Michael J Bower Gaibrielle L S Cleary William J Highland Christian T Jensen Elliott G Kaplan Geoffrey P Leaver Andrew B Post

PRINCIPAL AND REGISTERED OFFICE

Level 42, AAP Centre, 259 George Street SYDNEY, NSW 2000, AUSTRALIA Telephone: $(02)$ 9087 8000 Facsimile: (02) 9087 8088

SHARE REGISTRY

Gould Ralph Services Pty Limited Share Registry Division Level 42, AAP Centre, 259 George Street SYDNEY, NSW 2000, AUSTRALIA Telephone: $(02)$ 9032 3000 (02) 9032 3088 Facsimile:

AUDITORS

HLB Mann Judd (NSW Partnership) Chartered Accountants Level 19, 207 Kent Street SYDNEY, NSW 2000, AUSTRALIA

BANKERS

Westpac Banking Corporation Limited Suncorp-Metway Limited

HOME STOCK EXCHANGE Sydney

CVC LIMITED & CONTROLLED ENTITIES DIRECTORS' REPORT

The Directors present their report together with the consolidated financial report for CVC Limited and its controlled entities ("CVC") for the half-year ended 31st December 2005 and the auditors' review thereon.

Directors

The Directors of the Company throughout and since the end of the half-year are:

Vanda Russell Gould (Chairman) John Scott Leaver (Non Executive Director) John Douglas Read (Non Executive Director) Alexander Damien Harry Beard (Non Executive Director and Company Secretary) John Thomas Riedl (Non Executive Director)

Operating Results

The net profit for the six months ended 31s December 2005 attributable to shareholders of CVC amounted to \$3,037,902.

Review of Operations

As always the results of CVC are significantly impacted by the timing of major investment realisations. In mitigation, the Board has continued the strategy of creating more recurrent income whilst remaining cognisant of the need to continue the development and attraction of investees so as to provide regular realisation opportunities. However, in pursuing this strategy the Board remains steadfastly committed to developing longer term value for shareholders rather than on timing realisations for accounting outcomes.

Accordingly, whilst at first glance the results for the half year have been quiet in terms of the reported profit, a closer review will highlight the progress made. The reported profit of over \$3 million for a half year period is almost entirely due to recurrent income. In addition, the half-year saw significant progress in value generation and towards realisation opportunities for a number of investees including Stargames Limited, the Fern Bay property and Probiotec Limited, amongst others. The realisation of CVC's holding in Stargames Limited alone, completed since the end of the half-year, will result in a profit on sale of over \$16 million in the second half of the current financial year.

A more detailed review of operations and developments is included in the commentary that accompanies the ASX release of these results.

Auditor's Independence Declaration

A copy of the Independence Declaration given to the Directors by the lead auditor for the review undertaken by HLB Mann Judd (NSW Partnership) is included on page 22.

Dividends

Dividends of \$3,823,435 were paid during the period. Since the end of the period, the directors have determined to pay a 3 cents per share interim dividend payable on 17th March 2006.

Signed and Sydney this 24th day of February 2006 in accordance with a resolution of Directors.

ALEXANDER D. H. BEARD Director

IOHN D. READ Director

CVC LIMITED & CONTROLLED ENTITIES INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2005

Notes Consolidated
31 Dec 2005 31 Dec 2004
\$ \$
Revenue
Dividends received 2,619,012 743,266
Interest income 2,470,883 774,276
Net gain on sales of equity investments 135,427 1,135,129
Reductions in impairment losses 682,438
Sales of goods 11,109,120
Sales of services 493,537 244,842
Other revenue 420,661 84,451
Total revenue 6,821,958 14,091,084
Equity accounted (losses)/ profits
Share of net (losses)/ profits of associates 8 (540, 329) 3,090,695
Share of net profits of joint ventures 8 36,019 14,853,386
Net equity accounted (losses)/ profits (504,310) 17,944,081
Expenses
Audit fees 16,000 31,506
Amortisation of intangible assets 58,500 29,250
Borrowing costs 70,766
Cost of goods sold 6,350,287
Depreciation expense 23,358 79,903
Directors fees 25,000 25,000
Distribution, consumables & royalty costs 490,889
Employee costs (excluding equity based remuneration) 556,736 1,902,078
Equity based remuneration 56,223 17,744
Impairment losses 440,262 772,566
Legal and associated costs 632,245 112,781
Management & consultancy fees
Operating lease expense
592,849
175,146
1,105,575
353,153
Other expenses 424,073 932,833
Total expenses 3,071,158 12,203,565
Profit before income tax 3,246,490 19,831,600
Income tax expense 3 208,586 4,977,415
Net profit 6 3,037,904 14,854,185
Net profit attributable to minority interests 2 605,938
Net profit attributable to shareholders 16 3,037,902 14,248,247
Basic & diluted earnings per share (cents) 5 2.39 13.42
Dividends paid during period per share (cents) $\overline{4}$ 3.00 1.50

CVC LIMITED & CONTROLLED ENTITIES BALANCE SHEET AS AT 31 DECEMBER 2005

Notes Consolidated
31 Dec 2005 30 Jun 2005
\$ \$
Current assets
Cash and cash equivalents 6 20,001,651 41,277,130
Loans and other receivables 7 10,502,462 17,316,946
Equity investments 9 27,278,810 3,471,489
Current tax assets 72,301 1,007
Other assets 99,501 102,633
Total current assets 57,954,725 62,169,205
Non-current assets
Loans and other receivables 7 11,595,467 6,735,142
Investments accounted for using the equity method 8 9,508,779 9,454,221
Other equity investments 9 91,436,960 85,269,379
Property, plant and equipment 16,052 22,292
Investment property 10 2,817,883
Intangibles 11. 8,743,414 8,611,914
Total non-current assets 124,118,555 110,092,948
Total assets 182,073,280 172,262,153
Current liabilities
Trade and other payables 12 2,832,103 921,801
Provisions 302,111 135,789
Current tax liabilities 639,219
Total current liabilities 3,134,214 1,696,809
Non-current liabilities
Interest bearing borrowings 13 2,113,466
Deferred income tax liabilities 14 15,833,890 12,126,828
Total non-current liabilities 17,947,356 12,126,828
Total liabilities 21,081,570 13,823,637
Net assets 160,991,710 158,438,516
Equity
Contributed equity 15 50,849,787 55,729,394
Retained profits 16 81,515,466 82,300,999
Other reserves 17 28,626,286 20,407,954
Attributable to shareholders 160,991,539 158,438,347
Minority interests 171 169
Total equity 160,991,710 158,438,516

CVC LIMITED & CONTROLLED ENTITIES STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 31 DECEMBER 2005

Notes Consolidated
31 Dec 2005 31 Dec 2004
S S
Cash flows related to operating activities
Cash receipts in the course of operations 412,825 11,800,744
Cash payments in the course of operations (1,493,296) (16, 289, 283)
Interest received 1,318,979 322,781
Dividends received 2,477,235 3,202,395
Interest paid (57,300)
Income taxes paid (710, 513) (998,743)
Net cash flows from operating activities 6 1,947,930 (1,962,106)
Cash flows from investing activities
Payments for property, plant and equipment (1,007) (366, 553)
Payments for investment property (2,833,994)
Proceeds from disposal of property, plant and equipment 20,455
Payments for equity investments (19,436,045) (7,352,258)
Payments for controlled entities net of cash acquired (190,000) (46,769)
Proceeds on disposal of equity investments 2,947,546 2,714,514
Payments for other financial assets (61,306)
Proceeds on disposal of interests in controlled entities 1,678,000
Loans provided (2,985,058) (4,043,911)
Loans repaid 6,057,191 6,542,003
Net cash flows from investing activities (16,441,367) (915, 825)
Cash flows from financing activities
Proceeds from borrowings 2,100,000
Dividends paid to members of the parent entity (2,957,018) (1,660,155)
Payments for share buy-backs (5,925,024) (4,014,270)
Issue of shares by subsidiary to outside equity interests
Net cash flows from financing activities (6,782,042) (5,674,425)
Net decrease in cash held (21, 275, 479) (8,552,356)
Cash at the beginning of the period 41,277,130 12,269,691
Cash at the end of the period 6 20,001,651 3,717,335

CVC LIMITED & CONTROLLED ENTITIES STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2005

Notes Consolidated
31 Dec 2005
S
31 Dec 2004
\$
Income and expenses recognised directly in equity
Available for sale investments:
- Increase in fair values recognised in other reserves
- Amounts transferred from other reserves to the income statement on sale
17
17
11,474,262
187,323
4,151,657
(13, 455)
- Income tax on fair value movements taken to or from other reserves 17 (3,498,476) (1,241,461)
Value of equity based remuneration recognised in other reserves 17 55,223 17,744
Value of associates equity based remuneration recognised in other reserves 17 30,710
Net income reflected directly in equity 8,218,332 2,945,195
Profit for the period 3,037,904 14,854,185
Total recognised income and expense for the period 11,256,236 17,799,380
Attributable to:
Shareholders
Minority interests
11,256,234
2
17,193,442
605,938
11,256,236 17,799,380
Transactions with shareholders in their capacity as shareholders
Shares issued during the period:
- through the dividend reinvestment plan 15 782,417 (6,270)
- acquisition of CVC Managers Pty Limited 15 8,500,000
- under the executive and non-executive long term incentive plan 15 262,000 3,220,000
- under the employee share acquisition plan 15 1,000
Payments for share buy-backs
Dividends paid to shareholders
15
4
(5,925,024)
(3,823,435)
(4,008,000)
(1,660,155)
Total transactions with shareholders in their capacity as shareholders (8,703,042) 6,045,575
Other equity movements
Increase in minority interest from sale of part of controlled entity
2,961,342
Net increase in equity for the period 2,553,194 26,806,297
Equity at the beginning of the period 158,438,516 94,377,369
Equity at the end of the period 160,991,710 121,183,666

NOTE 1: BASIS OF PREPARATION

a) Compliance with Australian equivalents to International Financial Reporting Standards ('AIFRS')

New accounting standards, Australian equivalents to International Financial Reporting Standards ('AIFRS'), apply to the Company for the first time for the current financial year. This half-year financial report complies with Australian Accounting Standards, including AIFRS. Compliance with AIFRS ensures that the half-year financial report, comprising the financial statements and notes thereto, complies with International Financial Reporting Standards ('IFRS').

This is the first half-year financial report prepared based on AIFRS and comparative financial information presented for the half-year ended 31 December 2004 and full-year ended 30 June 2005 have been restated to also be in accordance with AIFRS.

To assist in the understanding of the effects of AIFRS:

  • a summary of the significant changes in accounting policies from those applied at 30 June 2005 is included in section d) below : and
  • reconciliations of equity, as at 30 June 2004, 31 December 2004 and 30 June 2005, and profits, for the half-year 31 December 2004 and full year 30 June 2005, to the balances reported in the 31 December 2004 half-year report and 30 June 2005 full-year financial report prepared under previous accounting standards are detailed in section f) below.

b) Half-Year Financial Report to be read in conjunction with last Annual Financial Report

The half-year financial report is not required to include all of the notes normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report. Therefore, the half-year financial report should be read in conjunction with the last annual Financial Report of the Company, as at 30 June 2005.

It is also recommended that the half-year financial report be considered together with any public announcements made by CVC during the half-year ended 31 December 2005 in accordance with its continuous disclosure obligations.

c) Basis of accounting

The half-year financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, applicable Accounting Standards including AASB 134 "Interim Financial Reporting" and other mandatory professional reporting requirements.

The half-year report has been prepared on a historical cost basis, except listed investments which are carried at market value.

For the purpose of preparing the half-year financial report, the half-year has been treated as a discrete reporting period.

d) Changes in accounting policies

Significant changes in accounting policies, compared to those applied at 30 June 2005, are as follows:

(i) Investments

All investments are initially recognised at cost, being the fair value of the consideration given and including acquisition charges associated with the investment.

After initial recognition, investments, which are classified as held for trading and available-for-sale, are measured at fair value. For investments that are actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date.

Gains or losses on investments held for trading are recognised in the income statement. Gains or losses on available-for-sale investments are recognised as a separate component of equity until the investment is sold, collected or otherwise disposed of, or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is included in the income statement.

(ii) Goodwill

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised.

(iii) Investment properties

Investment properties are stated at cost less accumulated depreciation and any impairment in value. Cost is allocated between land and buildings. Land is not depreciated. Buildings are depreciated over 40 years.

NOTE 1: BASIS OF PREPARATION (continued)

d) Changes in accounting policies (continued)

(iv) Income tax

Deferred income tax is provided on all temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred income tax assets, including in respect of unused tax losses, and liabilities are recognised for all taxable temporary differences, except:

  • where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
  • in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be ntilised.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled.

Income taxes relating to items recognised directly in equity are recognised in equity and not in the income statement.

(v) Share Based Payments

The Group provides benefits to employees (including directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity-settled transactions'). The cost of these equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award.

(vi) Recoverable amount of assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of recoverable amount. Where the carrying amount of an asset exceeds its recoverable amount the asset is considered impaired and is written down to its recoverable amount.

Recoverable amount is the greater of fair value less costs to sell and value in use. It is determined for an individual asset, unless the asset's value in use cannot be estimated to be close to its fair value less costs to sell and it does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case, the recoverable amount is determined for the cash-generating unit to which the asset belongs. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

(e) AASB 1 Transitional exemptions

As part of the transition from old accounting standards to AIFRS, and in recognition of the difficulty and cost of restating prior years information compared to the benefits to users of the financial reports, accounting standard AASB 1 'First-time Adoption of Australian Equivalents to International Financial Reporting Standards' permits transitional arrangements and exemptions in respect of the extent to which AIFRS must be applied in respect of transactions occurring in earlier years. The Company has applied the following such exemptions:

Business combinations & goodwill amortisation

Business combinations that occurred before 1 July 2004 have not been restated. Accordingly adjustments to the assets and liabilities of combining entities from the adoption of AIFRS have been adjusted directly in opening retained earnings, at 1 July 2004, and have not caused the goodwill arising on these business combinations to be recalculated. Similarly the carrying value of goodwill at 1 July 2004 has not been restated to reverse amortisation of goodwill between the date of the combination and 1 July 2004.

NOTE 1: BASIS OF PREPARATION (continued)

(f) Reconciliations of the effects of the adoption of AIFRS

As this is the first half-year financial report prepared based on AIFRS, reconciliations of equity (equivalent to net assets), as at 30 June 2004, 31 December 2004 and 30 June 2005, and profits, for the half-year 31 December 2004 and full year 30 June 2005, under AIFRS are reconciled to the balances reported under the old accounting standards in the tables below:

Reconciliations of total equity:

Notes 30 June 2005 31 Dec 2004
ъ
30 June 2004
Total equity/net assets as previously reported 141.051.460 109.326.459 83,226,138
Increases in market values of listed investments $\rm (i)$ 30,052,123 17,787,134 13,532,432
Deferred income tax liability in respect of unrealised increases in
market values of listed investments (i) (9,015,637) (5,336,140) (4,059,730)
Depreciation of investment properties in joint ventures (iii) (4,044,657)
Changes in equity accounting for associate investments (iv) (1,294,473) (755, 877) 1,221,616
Deferred income tax liability in respect of equity accounted
investments (v) (4,988,018) (5,752,490) (5,586,806)
Future income tax asset in respect of carried forward tax losses (vi) 891,826 4,625,198 9,075,414
Other deferred income tax assets not previously recognised (vii) 1,101,578 942,303 1,012,962
Accumulated goodwill amortisation (viii) 370,377 347,080
Deferred tax assets in respect of share raising costs (ix) 269,280
Total equity/net assets under AIFRS 158,438,516 121,183,667 94,377,369

Notes:

Previously, listed investments were shown at the lower of cost and market value. That is investments were written $(i)$ down for unrealised losses but not written up for unrealised gains. Under AIFRS, all listed investments are shown at market value in the balance sheet and the adjustments above reflect the mark-up of listed investments to reflect unrealised profits at each balance date.

This adjustment can be seen to make the CVC balance sheet better reflect the true market value of CVC's investments. However, whilst market values are almost certainly a better indicator of value than cost, there remain inherent limitations in the use of market value given the size of CVC's share holdings. It may be difficult to realise sizeable holdings without dampening the market price although, conversely, a premium may often be attained for a significant parcel. In these circumstances, CVC generally has a longer investment horizon to maximise overall returns from its investments and is less concerned by short-term market fluctuations. Accordingly, CVC has generally classified its listed investments as 'available for sale' rather than 'held for trading'. This classification ensures that whilst the balance sheet reflects market values of listed investments as the best estimate of their current value, unrealised movements in market values are recognised in a revaluation type reserve, rather than through the income statement (profit and loss account), and only brought to account in the income statement when realised.

  • AIFRS generally requires that where an asset is reflected in the balance sheet at a different value to its cost-base for $(ii)$ taxation purposes, the balance sheet should reflect a corresponding deferred tax amount to reflect the tax effects, should the asset be realised at its balance sheet carrying value (the 'balance sheet approach'). As the listed investments are carried at market value, a corresponding deferred tax liability is reflected for the tax effects of the capital gains that would arise on realisations at these market prices.
  • Previously, investment properties were not depreciated. Under AIFRS, such properties must be either depreciated or $(iii)$ regularly revalued. CVC has decided to depreciate such property. The adjustment at 30 June 2004 represents the accumulated depreciation that would have been charged from the date of acquisition to that date on two investment properties held by joint ventures. As both properties were sold in the period between 1 [uly and 31 December 2004, there are no adjustments required for the balance sheets at 31 December 2004 or 30 June 2005.

NOTE 1: BASIS OF PREPARATION (continued)

(f) Reconciliations of the effects of the adoption of AIFRS (continued)

  • $(iv)$ The effect of AIFRS on the carrying value of equity accounted associate investments comprises the following components:
  • the effects of adopting all AIFRS changes for the financial information of each equity accounted investment;

CVC equity accounts for its share of the results and assets of its associate investment. Each of these associates must also apply AIFRS and CVC must account for its share of any changes. The significant changes that have impacted CVC arise in this respect arise from the tinuing of the recognition of emerging profits on developments in Sunland Group Limited and of a discount on acquisition by Ron Finemore Transport Pty Limited.

  • the cessation of amortisation of goodwill arising on acquisitions of equity accounted investments;
  • the treatment of dividends received after an investment ceases to be equity accounted;

CVC ceased to equity account for Sunland Group Limited with effect from January 2005. In March 2005, CVC received a dividend from Sunland Group Limited. Under AGAAP this dividend was offset against the carrying value of the investment, under AIFRS the amount is shown as income and the carrying value is not adjusted.

bringing the equity accounting for Sunland Group Limited to a contemporary date;

Under AGAAP, CVC equity accounted for Sunland Group Limited based on financial information six months in arrears, under AIFRS the information must be restated as contemporary.

the effects of each of the above on the profit or loss on sale of sales of shares in associates.

As each of the adjustments above affects the carrying values of associate investments, it necessarily changes the profit or loss on sales of such investments.

It should be noted that, at 30 June 2005 and thereafter, to the extent that they relate to Sunland Group Limited, the AIFRS effects on equity accounting described above are effectively reversed by adjustment (i) above in respect of market values. This is because, following the cessation of equity accounting for Sunland Group Limited, under AIFRS, as a listed investment, it is carried at market value. Therefore any change in the carrying value of Sunland due to AIFRS equity accounting effects has a compensating change in the value of the market value adjustment.

  • $(v)$ The effect of equity accounting is that the carrying value of the investments in the balance sheet are different to their cost bases for taxation. Under the same 'balance sheet approach' principles for deferred tax, explained for point (ii) above, AIFRS requires a deferred tax liability to be recognised for the cumulative equity accounted profits reflected in the carrying values of investments on the balance sheet.
  • $(vi)$ CVC has historically had significant tax losses carried forward that can be used to reduce future tax payable. Under AGAAP, the criteria for the recognition of a deferred tax asset in the balance sheet, in respect of the losses, was that their future utilisation was 'virtually certain'. Under AIFRS, the criteria for the recognition of the deferred tax assets in respect of tax losses carried forward is less strict, and a deferred tax asset in respect of the unutilised tax losses has been recognised at each restated balance sheet date in respect of the losses outstanding at each date.
  • Under AGAAP, CVC only recognised deferred tax assets, other than for tax losses, in respect of items for which the (vii) accounting and tax effects occurred in different reporting periods, where the tax benefit was assured beyond reasonable doubt. Under AIFRS, these assets are recognised where the utilisation of the tax benefit is probable.
  • $(viii)$ Under AGAAP, goodwill was amortised. Under AIFRS, goodwill is not amortised but is instead subject to regular testing for impairment.
  • $(ix)$ Under AIFRS a deferred tax asset is recognised for the costs associated with share raisings that can be deducted from future taxable income. Under AGAAP, such an asset was not recognised.

NOTE 1: BASIS OF PREPARATION (continued)

(f) Reconciliations of the effects of the adoption of AIFRS (continued)

Reconciliations of net profit:

Notes 30 June 2005
Full Year
31 Dec 2004
Half Year
S S
Net profit attributable to members as previously reported 29,001,782 16,594,182
Unrealised losses on shares (a) 1,016,865 116,500
Tax thereon (b) (305,060) (34,950)
Sale of depreciated investment properties in joint ventures (c) 4,044,657 4,044,657
Changes in equity accounting for associate investments (d) (2,532,827) (2,021,365)
Tax expense on equity accounted profits (e) 786,624 (152, 522)
Amortisation of goodwill (f) 846,370 351,128
Reduced profit on sale of controlled interests (g) (476,006) (110,766)
Equity based remuneration (h) (71, 556) (17,744)
Utilisation of deferred tax assets in respect of tax losses $\rm(i)$ (8,183,588) (4,450,216)
Utilisation of deferred tax assets in respect of costs of share issue $\circ$ (67,320)
Utilisation of other deferred tax assets previously unrecognised (k) (94,199) (70, 657)
Net profit attributable to members under AIFRS 23,965,742 14,248,247

Notes:

  • $(a)$ Under AGAAP CVC wrote-down listed investments to market value, where this was lower than cost. Under AIFRS, where the investment is classified as 'available for sale' and the reduction is not the result of a long-term impairment, such movements are reflected directly in a revaluation type reserve and not through the income statement. This adjustment reverses the amounts previously charged in the income statement under AGAAP.
  • In accordance with matching principles, as the expense in point (a) above has been transferred to reserves the $(b)$ deferred tax credit in relation to these items is also transferred from the income statement to reserves.
  • As mentioned in point (iii) for the balance sheet above, under AIFRS investment properties are depreciated. $(c)$ However, where the investment properties are subsequently sold, the profit on sale is increased to reflect the lower depreciated carrying value at the date of sale.
  • $(d)$ As described in detail in point (iv) for the balance sheet above, the calculation of equity accounted profits under AfFRS has changed because of:
  • AIFRS changes in the associates own accounting,
  • the receipt of dividends after an investment was ceased to be equity accounted,
  • the need to cease the six months disparity in the equity accounting for Sunland Group Limited, and
  • the cumulative effect of the above changes on the carrying values, and therefore profits on sale, of disposed interests in equity accounted investments.
  • As explained for point (iv) for the balance sheet above, under AJFRS, deferred income tax must be provided in respect $(e)$ of, and matched with, all equity accounted profits. This was not required under AGAAP.
  • As explained for point (viii) for the balance sheet above, under AIFRS goodwill is no longer amortised but instead $(f)$ subject to regular testing for impairment. In the absence of impairment, goodwill amortisation expensed under AGAAP is no longer required.
  • As goodwill is not amortised under AIFRS, as explained for point (f) above, its carrying value is higher than it would $\left( \varrho \right)$ have been under AGAAP. Accordingly, where goodwill is disposed of as part of the sale of a subsidiary during the period, the profit on sale is lower than it would have been under AGAAP.
  • $(\mathbf{h})$ Under AIFRS, an expense is calculated and charged for employee share based remuneration, particularly share options. The CVC long term incentive plan has characteristics of an option plan and an expense has been calculated on this basis.

NOTE 1: BASIS OF PREPARATION (continued)

(f) Reconciliations of the effects of the adoption of AIFRS (continued)

  • As explained, for point (vi) for the balance sheet above, under AIFRS, CVC is required to reflect deferred tax assets in $(i)$ respect of tax losses brought forward. However, the consequence of this is that the utilisation of previously recognised losses during a period reduces the tax asset carried forward and CVC must reflect a tax expense for the 'cost' of the losses used. Under AGAAP, the losses were not recognised and so the utilisation of the losses effectively gave rise to tax free income in the income statement.
  • As explained for point (vii) for the balance sheet above, the test for the recognition of deferred tax assets in respect of $\ddot{\textbf{(i)}}$ timing differences other than tax losses is less strict under AIFRS, and the tax charge is reduced where such assets are recognised where they were written-off under AGAAP.
  • $(k)$ As explained for point (ix) for the balance sheet above, under AIFRS a deferred tax asset is recognised for the costs associated with share raisings that can be deducted from future taxable income. However, as for point (i) above, the effect of this is that a tax expense in recognised for the reduction in the asset as it is utilised, whereas under AGAAP it effectively gave rise to tax free income in the income statement.

NOTE 2: CHANGES IN COMPOSITION OF ENTITY

With effect from 23 December 2005, CVC acquired 100% of Taragon Management Limited, the responsible entity for the Taragon Property Fund, an ASX listed managed property investment scheme. A summary of the acquisition and the assets and liabilities of Taragon Management Limited at the date of the acquisition is as follows:

Ж
Cost of acquisition 270,000
Net assets of Taragon Management Limited at acquisition:
Cash and cash equivalents 80,000
Other current assets 4,227
Payables (4,227)
Net assets at acquisition 80,000
Goodwill arising 190,000

No income or expense in relation to Taragon Management Limited is included in the half year results.

The profits and cash flows in this report for the comparative period, the half year to 31 December 2004, included the trading activities of Pro-Pac Group Limited and its controlled entities, which ceased to be controlled by CVC on 28 April 2005, but only included the results of CVC Managers Pty Limited from 8 October 2004, being the date of acquisition, to 31 December 2004.

Consolidated
31 Dec 2005
S
31 Dec 2004
\$
NOTE 3: INCOME TAX EXPENSE
Income tax expense:
Prima facie income tax expense at 30% (2004: 30%) on profit before income tax 973,947 5,949,480
Increase in income tax expense due to:
Sundry items 5,998
Equity based remuneration 16,567 5.323
Decrease in income tax expense due to:
Franked dividends received (785,704) (935, 481)
Recovery of deferred tax assets not previously recognised (2,222) (3,561)
Sundry items (34,556)
208,586 4,981,205
Prior year over provision (3,790)
Income tax expense for the period 208,586 4,977,415

NOTE 4: DIVIDENDS

Dividends proposed or paid and not provided for in previous periods by the company are:

On 30 September 2005, the Company paid a final dividend in respect of the year ended 30 June 2005 of 3 cents per share, equivalent to a total dividend of \$3,823,435.

On 24 February 2006, the Company declared an interim dividend of 3 cents per share to be paid on 17 March 2006 to shareholders registered on 10 March 2006.

Consolidated
31 Dec 2005 31 Dec 2004
NOTE 5: EARNINGS PER SHARE
Cents Cents
Basic and diluted earnings per share 2.39 13.42
Reconciliation of earnings used in calculation of earnings per share: \$ \$
Net profit 3,037,904 14,854,185
Less: profit attributable to minority interests (2) (605,938)
Earnings used in calculation of earnings per share: 3,037,902 14,248,247
Number of Shares
Weighted average number of ordinary shares 127,005,299 106,152,589
Weighted average number of ordinary shares
-------------------------------------------- --

NOTE 6: CASH AND CASH EQUIVALENTS

a) Reconciliation of cash

Cash as at the end of the financial period as shown in the statements of cash flows is reconciled to the related items in the balance sheet as follows:

Consolidated
31 Dec 2005 30 Jun 2005
\$
Cash and cash equivalents 20,001,651 41,277,130
b) Reconciliation of profit after income tax to the net cash from operating activities:
31 Dec 2005 31 Dec 2004
\$
Profit from ordinary activities after income tax 3,037,904 14,854,185
Add/(less) non-cash items:
Share of equity accounted losses/ (profits) 504,310 (17, 944, 081)
Dividends received from equity accounted investments 2,467,962
Dividend income received as equity investments (141,777)
Other income received as equity instruments (164, 026)
Depreciation and amortisation of property, plant and equipment 23,358 79,903
Amortisation of intangible assets 58,500 29,250
Net impairment provisions (decrease)/increase (242, 176) 772,566
Net profit on disposal of investments (135, 427) (1, 135, 129)
Equity remuneration 56,223 17,744
Interest income not received (1,151,904) (451, 495)
Interest expense not paid 13,466
Movement in income tax provision (710, 513) 102,243
Movement in deferred tax assets & liabilities 208,585 3,876,428
Changes in assets and liabilities:
Receivables (337, 347) (708,974)
Inventories (401, 342)
Payables
Provisions
919,023 (3,386,622)
Other assets 2,372
7,359
(734)
(134,010)
Net cash from operating activities 1,947,930 (1,962,106)
31 Dec 2005 30 Jun 2005
\$ \$
NOTE 7: LOANS AND OTHER RECEIVABLES
Current
Other debtors 395,484 1,072,045
Loans to other corporations 8,273,954 10,424,970
Loans to related entities 1,833,024 5,819,931
10,502,462 17,316,946
Non-Current
Loans to other corporations 2,388,251 30,000
Loans to related entities 5,725,216 3,485,142
Loans for shares under executive long-term incentive plan 3,482,000 3,220,000
11,595,467 6,735,142

NOTE 8: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Consolidated
31 Dec 2005 30 Jun 2005
-\$ \$
Equity accounted shares in associated entities (a) 9.383,550 9,365,011
Equity accounted shares of joint ventures (b) 125,229 89,210
9,508,779 9,454,221

(a) Associated entities

Details of associated entities are as follows:

% Ownership at
end of period
Carrying value Contribution to
net profit
31 Dec 05
$30 \,\mathrm{[} \mathrm{un} \,05$
31 Dec 05 30 Jun 05 31 Dec 04
\$ S \$ \$
CVC Private Equity Limited 25% 25% 3,854,096 3,649,287 162,691 (184, 572)
CVC Reef Investment Managers Limited 50% 50% 66,991 89,059 (22.068) (638)
Lauden CVC Property Trust 45% 45% 3,717,899 3,735,725 (17, 826)
Ron Finemore Transport Pty Limited 25% 25% 1,000,592 1.327.426 (326.834) 862
Sunland Group Limited (i) ÷ 3,299,101
Taragon Property Fund (ii) 20% 516,750
Winten (No 20) Pty Limited 50% 50% 227,222 563,514 (336,292) (24,058)
9,383,550 9,365,011 (540,329) 3,090,695

(i) CVC ceased to treat Sunland Group Limited as an associate investment to be accounted for by the equity account with effect from 28 January 2005.

(ii) CVC acquired 2,940,000 units in Taragon Property Fund, an ASX listed managed property investment scheme, with effect from 23 December 2005 for a cash consideration of \$352,800 plus estimated deferred consideration of \$163,950.

(b) Joint Ventures

Details of joint ventures are as follows:

% Ownership at
end of period
Carrying value Contribution to
net profit
31 Dec 05 30 Jun 05 31 Dec 05 30 Jun 05 31 Dec 05 31 Dec 04
\$ S \$
Bel-Air Real Estate 50% 50% 51 51 805,739
Chevron Developments 50% 50% 122,754 86,723 36.031 13,760,180
Skyline Investments Australia 50% 50% 2.424 2,487 (63) 287,467
125.229 89,210 36.019 14,853,386
Consolidated
31 Dec 2005 30 Jun 2005
\$ \$
NOTE 9: OTHER EQUITY INVESTMENTS
Current
Shares in listed corporations - at market value 27,278,810 3,471,489
Non-Current
Shares in listed corporations - at market value 79,309,230 78,341,301
Shares in other entities 12,127,730 6,928,078
91,436,960 85,269,379
NOTE 10: INVESTMENT PROPERTY
At cost 2,833,994
Accumulated depreciation (16, 111)
2,817,883
31 Dec 2005 31 Dec 2004
\$ \$
Reconciliation of movements during the period:
At beginning of period
Additions 2,833,994
Depreciation (16, 111)
At end of period 2,817,883

Investment property relates to an industrial property at 96 Fairfield Street, Fairfield East, NSW. The property forms the security for interest bearing borrowings in note 13.

31 Dec 2005 30 Jun 2005
\$
NOTE 11: INTANGIBLES
Management agreements & licences 1,170,000 1,170,000
Accumulated amortisation (146,250) (87,750)
Total management agreements & licences 1,023,750 1,082,250
Goodwill 7,719,664 7,529,664
Total intangible assets 8,743,414 8,611,914
31 Dec 2005 31 Dec 2004
\$
Reconciliation of movements during the period:
At beginning of period 8,611,914 5,157,691
Goodwill arising on acquisition of Taragon Management Ltd 190,000
Goodwill arising on acquisition of CVC Managers Pty Ltd 7,529,664
Management agreements & licences held by CVC Managers Pty Ltd 1,170,000
Goodwill arising on purchases of unincorporated businesses 236,574
Goodwill arising on acquisition of minority interests in Pro-Pac group 2,036,320
Amortisation of management agreements and licences (58,500) (29,250)
At end of period 8,743,414 16,100,999

www.common.common.com

31 Dec 2005 30 Jun 2005
\$ \$
NOTE 12: TRADE AND OTHER PAYABLES
Trade creditors 1,056,476 232,423
Loans from joint venture entities 75,038 7,986
Sundry creditors and accruals 1,700,589 681,392
2,832,103 921,801
NOTE 13: INTEREST BEARING LIABILITIES
Bank loan 2,113,466

The bank loan is secured on the investment property at 96 Fairfield Street, Fairfield East, NSW. The loan has a ten year term with interest only payable for the first three years. The interest rate is fixed at 7.55% for the first three years.

NOTE 14: DEFERRED INCOME TAX LIABILITIES

In respect of fair value adjustments reflected directly in equity 12.198.958 8.700.483
In respect of all other timing differences 3.634.932 3.426.345
15,833,890 12.126.828

m.

......

31 Dec 2005 31 Dec 2004
NOTE 15: CONTRIBUTED EQUITY Number \$ Number \$
Fully paid ordinary shares
Balance at beginning of period 127,447,838 55,729,394 103,994,456 20,237,527
Share issues:
- through the dividend reinvestment plan 567,856 782,417
- acquisition of CVC Managers Pty Limited 7.391.304 8,500,000
- under the employee long term incentive plan 200,000 262,000 2,800,000 3,220,000
- under the employee share acquisition plan 800 1,000
Shares bought back (4,716,437) (5.925.024) (3,508,772) (4,008,000)
Share acquisitions for dividend reinvestment plan (6,270)
Balance at end of period 123.500.057 50,849,787 110,676,988 27,943,257

All shares are quoted on the Australian Stock Exchange Limited.

Consolidated
31 Dec 2005 31 Dec 2004
\$ \$
NOTE 16: RETAINED PROFITS
Retained profits at the beginning of the period 82,300,999 62,208,939
Net profit attributable to shareholders 3,037,902 14,248,247
Dividends (3,823,435) (1,660,155)
Retained profits at the end of the period 81,515,466 74,797,031
Consolidated
Fair value Total other
Reserve remuneration reserves
reserve
\$ S \$
20,301,127 106,827 20,407,954
55,223 55,223
11,474,262 11,474,262
187,323 187,323
(3,498,476) (3,498,476)
28,464,236 162,050 28,626,286
9,472,702 9,472,702
17,744 17,744
30.710 30,710
4,151,657 4,151,657
(13, 455) (13, 455)
(1,241,461) (1,241,461)
12,369,443 48,454 12,417,897
Equity based

NOTE 18: SEGMENT REPORTING

The revenues and results by business segments are as follows:

Private
Equity
Listed
Investments
Property Funds
Management
Unallocated Group
\$ s S \$ \$ S
Period ended 31 December 2005:
Segment revenues 1,509,701 2,778,531 622,850 851.176 1,059,700 6,821,958
Segment result 458.088 2,778,531 606.739 703,568 (796.126) 3,750,800
Period ended 31 December 2004:
Segment revenues 12,403,438 1,120,078 25.444 275.547 266.577 14,091,084
Segment result 1.942.796 1,120,078 25,444 246,297 (1,447,096) 1,887,519

Segment revenues and results exclude equity accounted profits/losses and are shown before related income tax expense.

NOTE 19: ASSETS PER SECURITY

Consolidated
31 Dec 2005 30 June 2005
Cents Cents
Net assets per share 130.4 124.3
Net tangible assets per share 123.3 117.6
. ---------------------------------------

The figures above are calculated based on the consolidated balance sheet of CVC. Following changes in accounting policies, refer note 1, they reflect the market values of listed investments and the tax that would be payable in respect of realisations at those market values. However, in accordance with the accounting policies of CVC, and accounting standards, the figures do not include similar amounts for changes in the values of CVC's other, non-listed, investments.

NOTE 20: CONTINGENT ASSETS & LIABILITIES

There are no significant changes in the contingent assets and liabilities as disclosed in the 2005 annual report.

NOTE 21: SUBSEQUENT EVENTS

On 23 January 2006 CVC received call notices for options it had given over its entire holding in Stargames Limited, an ASX listed company, as part of a takeover offer for Stargames Limited. The sale of the holding in Stargames Limited, pursuant to the exercise of the call options, will result in a profit arising on the disposal of those shares in excess of \$16 million in the second half of the 2006 financial year.

On 24 February 2006, the Company declared an interim dividend of 3 cents per share to be paid on 17 March 2006 to shareholders registered on 10 March 2006.

CVC LIMITED & CONTROLLED ENTITIES HALF YEARLY REPORT

DIRECTORS' DECLARATION

In the opinion of the Directors:

  • the financial statements and associated notes comply with Accounting Standard 134: Interim Financial Reporting $(a)$ and the Corporations Act 2001;
  • the financial statements and notes give a true and fair view of the financial position as at 31 December 2005 and $(b)$ the performance for the half-year ended on that date of the consolidated entity; and
  • $(c)$ there are reasonable grounds to believe that the company will be able to pay its debts as when they become due and payable.

This statement has been made in accordance with a resolution of directors.

Signed at Sydney this 24th day of February 2006.

ALEXANDER D. H. BEARD Director

JOHN D. READ Director

CVC LIMITED & CONTROLLED ENTITIES HALF YEARLY REPORT

AUDITOR'S INDEPENDENCE DECLARATION

To the Directors of CVC Limited:

As lead auditor for the review of CVC Limited and its controlled entities for the half-year ended 31 December 2005, 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.

P B Meade Partner

HLB MANN JUDD (NSW Partnership) Chartered Accountants

Sydney, 24th February 2006

CVC LIMITED & CONTROLLED ENTITIES HALF YEARLY REPORT

INDEPENDENT REVIEW REPORT

To the members of CVC Limited (ACN 002 700 361)

Scope

We have reviewed the financial report of CVC Limited for the half-year ended 31 December 2005 as set out on pages 4 to 21. The financial report includes the consolidated financial statements of the consolidated entity comprising CVC Limited and the entities it controlled at the end of the half-year or from time to time during the half-year. The Company's directors are responsible for the financial report. We have performed an independent review of the financial report in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report is not presented fairly in accordance with Accounting Standard AASB 134: Interim Financial Reporting, other mandatory professional reporting requirements in Australia and statutory requirements, so as to present a view which is consistent with our understanding of the consolidated entity's financial position, and performance as represented by the results of its operations and its cash flows, and in order for the consolidated entity to lodge the financial report with the Australian Securities & Investments Commission.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. A review is limited primarily to inquiries of the disclosing entity's personnel and analytical procedures applied to the financial data. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Independence

In conducting our audit, we followed applicable independence requirements of Australian professional and ethical pronouncements and the Corporations Act 2001. We have given to the directors of CVC Limited a written Auditor's Independence Declaration, a copy of which is included on page 22 of this report.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that causes us to believe that the half-year financial report of CVC Limited is not in accordance with:

  • $(a)$ the Corporations Act 2001, including:
  • giving a true and fair view of the consolidated entity's financial position as at 31 December 2005 and of its $(i)$ 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: and
  • $(b)$ other mandatory professional reporting requirements in Australia.

HLB Mann Judd (NSW Partnership) Chartered Accountants

Sydney, 24th February 2006

P B Meade Partner