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CVC LIMITED Interim / Quarterly Report 2007

Feb 25, 2007

64728_rns_2007-02-25_e3848460-9999-446f-97ea-90aac33d12c7.pdf

Interim / Quarterly Report

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CVC LIMITED AND ITS CONTROLLED ENTITIES

HALF YEAR FINANCIAL REPORT

For the half-year ended 31 December 2006

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 John A Hunter

MANAGEMENT TEAM

Alexander D H Beard Michael J Bower Gaibrielle L S Cleary William J Highland John A Hunter Christian T Jensen Elliott G Kaplan Geoffrey P Leaver

PRINCIPAL AND REGISTERED OFFICE

Level 42, 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, 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

STOCK EXCHANGE LISTING Australian Stock Exchange Limited

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 2006 and the independent 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 after tax for the six months ended 31st December 2006 attributable to shareholders of CVC amounted to \$7.9 million.

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.

The reported profit of \$7.9 million for a half year has been almost entirely generated from recurrent earnings streams from all business segments. In addition, the half-year saw significant progress in value generation and towards realisation opportunities for a number of investees including the Fern Bay property and Probiotec Limited, amongst others.

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 15.

Dividende

Dividends of \$3,491,820 were paid during the period. Since the end of the period, the directors paid a 6 cents per share interim dividend on 22nd February 2007.

Signed and Dated Sydney this 23rd day of February 2007 in accordance with a resolution of Directors.

ALEXANDER D. H. BEARD Director

VANDA R GOULD Director

CVC LIMITED & CONTROLLED ENTITIES INCOME STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2006

Notes Consolidated
31 Dec 2006 31 Dec 2005
5 \$
INCOME
Dividends received 2,757,418 2,619,012
Interest income 2,570,021 2,470,883
Net gain on sale of equity investments 4,719,106 135,427
Recoveries of loans 682,438
Recoveries on equity investments 67,000
Sales of services 1,014,544 493,537
Other income 315,943 420,661
Total income 11,444,032 6,821,958
Equity accounted profits /(losses)
Share of net profits/(losses) of associates 8 1,136,329 (540,329)
Share of net profits of joint ventures 8 3,385 36,019
Net equity accounted profits/(losses) 1,139,714 (504,310)
EXPENSES
Audit fees 30,000 16,000
Amortisation of intangible assets 58,500 58,500
Finance costs 95,971 70,766
Depreciation expense 17,694 23,358
Directors fees 37,000 25,000
Employee costs 787,862 612,959
Impairment expenses on loans 1,051,613
Legal and associated costs 1,691 20,894
Management and consultancy fees 820,300 592,849
Operating lease expense 185,382 175,146
Other expenses 538,337 424,073
Total expenses 2,572,737 3,071,158
Profit before related income tax expense 10,011,009 3,246,490
income tax expense 2 2,144,786 208,586
Profit 7,866,223 3,037,904
Net profit attributable to minority interests 16 2
Profit attributable to members of the parent entity 13 7,866,207 3,037,902
Basic and diluted earnings per share (cents) 4 6.75 2.39
Dividends paid during period per share (cents) 3 3.00 3.00

The above income statement should be read in conjunction with the accompanying notes to the Half Year Report.

CVC LIMITED & CONTROLLED ENTITIES BALANCE SHEET AS AT 31 DECEMBER 2006

Notes Consolidated
31 Dec 2006 30 Jun 2006
\$ \$
CURRENT ASSETS
Cash and cash equivalents 5 8,172,796 24,194,797
Trade and other receivables 6 23,964,929 15,799,635
Current tax assets 304,864
Assets held for resale 7 17,560,409
Other assets 104,332 89,531
Total current assets 49,802,466 40,388,827
NON-CURRENT ASSETS
Trade and other receivables 6 6,067,098 5,422,656
"Available-for-sale" financial assets 9 182,792,001 126,588,621
Investments accounted for using the equity method 8 8,749,263 11,157,964
Investment properties 2,808,837 2,818,637
Property, plant and equipment 37,037 19,424
Intangible assets 10 8,627,854 8,686,354
Deferred tax assets 936,051 1,039,109
Total non-current assets 210,018,141 155,732,765
TOTAL ASSETS 259,820,607 196,121,592
CURRENT LIABILITIES
Trade and other payables 11 1,058,361 2,145,874
Provisions 165,169 323,985
Current tax liabilities 1,752,151 4,641,279
Total current liabilities 2,975,681 7,111,138
NON-CURRENT LIABILITIES
Other financial liabilities 3,177,269 2,113,032
Deferred tax liabilities 38,720,825 19,491,298
Total non-current liabilities 41,898,094 21,604,330
TOTAL LIABILITIES 44,873,775 28,715,468
NET ASSETS 214,946,832 167,406,124
EQUITY
Contributed equity 12 37,652,039 38,633,426
Retained profits 13 102,452,055 98,077,668
Other reserves 14 74,842,547 30,694,856
Total parent entity interest 214,946,641 167,405,950
Minority interest 191 174
TOTAL EQUITY 214,946,832 167,406,124

The above balance sheet should be read in conjunction with the accompanying notes to the Half Year Report.

CVC LIMITED & CONTROLLED ENTITIES STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2006

Notes Consolidated
31 Dec 2006 31 Dec 2005
5 S
INCOME AND EXPENSES RECOGNISED DIRECTLY IN EQUITY
"Available-for-sale" investments:
- Increase in fair values recognised in other reserves 14 66,556,945 11,474,262
- Amounts transferred from other reserves to the income
statement on sale 14 (3,568,955) 187,323
- Income tax on fair value movements taken to or from other reserves 14 (18,896,395) (3,498,476)
- Value of equity based remuneration recognised in other reserves 14 59,441 55,223
- Value of associates equity based remuneration recognised in other reserves 14 (3,345)
Net income reflected directly in equity 44,147,691 8,218,332
Profit for the half-year 7,866,223 3,037,904
Total recognised income and expense for the half-year 52,013,914 11,256,236
Attributable to:
Shareholders 52,013,898 11,256,234
Minority interests 16
52,013,914 11,256,236
TRANSACTIONS WITH SHAREHOLDERS IN THEIR CAPACITY AS
SHAREHOLDERS
Shares issued during the half-year:
- through the dividend reinvestment plan 12 139,942 782,417
- under the executive and non-executive long term incentive plan 12 2,999 1,000
Payments for share buy-backs 12 (1,124,328) (5,925,024)
Dividends paid to shareholders 3 (3,491,819) (3,823,435)
Total transactions with shareholders in their capacity as shareholders (4,473,206) (8,965,042)
Net increase in equity for the half-year 47,540,708 2,291,194
Equity at the beginning of the half-year 167,406,124 155,218,516
EQUITY AT THE END OF THE HALF-YEAR 214,946,832 157,509,710

The above statement of changes in equity should be read in conjunction with the accompanying notes to the Half Year Report.

CVC LIMITED & CONTROLLED ENTITIES CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2006

Notes Consolidated
31 Dec 2006 31 Dec 2005
\$ S
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts in the course of operations 1,056,933 412,825
Cash payments in the course of operations (3,435,311) (1,493,296)
Interest received 1,376,048 1,318,979
Dividends received 2,757,418 2,477,235
Interest paid (52, 926) (57,300)
Income taxes paid (4,291,428) (710, 513)
Net cash flows (used in)/provided by operating activities 5(b) (2,589,266) 1,947,930
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment (25,507) (1,007)
Payments for investment property (2,833,994)
Payments for equity investments (16, 335, 587) (19, 436, 045)
Payments for controlled entities net of cash acquired (190,000)
Proceeds on disposal of equity investments 14,097,748 2,947,546
Loans provided (10,492,338) (2,985,058)
Loans repaid 3,712,159 6,057,191
Net cash flows used in investing activities (9,043,525) (16, 441, 367)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings 2,100,000
Dividends paid to members of the parent entity (3, 404, 824) (2,957,018)
Payments for share buy-backs (1, 124, 328) (5,925,024)
Issue of shares 139,942
Net cash flows used in financing activities (4,389,210) (6,782,042)
Net decrease in cash held (16,022,001) (21, 275, 479)
Cash at the beginning of the half-year 24,194,797 41,277,130
CASH AT THE END OF THE HALF-YEAR 5(a) 8,172,796 20,001,651

The above cash flow statement should be read in conjunction with the accompanying notes to the Half Year Report.

NOTE 1: BASIS OF PREPARATION

The half-year financial report is a general-purpose financial report, which has been prepared in accordance with the requirements of AASB 134 Interim Financial Reporting and the Corporations Act 2001.

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2006 and any public announcements made by CVC during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

Consolidated
31 Dec 2006 31 Dec 2005
\$ \$
NOTE 2: INCOME TAX EXPENSE
Income tax expense:
Prima facie income tax expense at 30% (2005: 30%) on profit before income tax 3,003,303 973,947
Increase in income tax expense due to:
Sundry items 11.140 5,998
Equity based remuneration 17,832 16,567
Decrease in income tax expense due to:
Franked dividends received (781, 490) (785, 704)
Recovery of deferred tax assets not previously recognised (17,633) (2, 222)
2,233,152 208,586
Prior year over provision (88, 366)
Income tax expense for the half-year 2,144,786 208,586

NOTE 3: DIVIDENDS

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

On 26 September 2006, the Company paid a final dividend in respect of the year ended 30 June 2006 of 3 cents per share, equivalent to a total dividend of \$3,491,820.

On 9 February 2007, the Company declared an interim dividend of 6 cents per share which was paid on 22 February 2007 to shareholders registered on 20 February 2007.

NOTE 4: EARNINGS PER SHARE

Basic and diluted earnings per share Cents
6.75
Cents
2.39
Reconciliation of earnings used in calculation of earnings per share: 5 \$
Net profit 7,866,223 3,037,904
Less: profit attributable to minority interests (16) (2)
Earnings used in calculation of earnings per share: 7,866,207 3,037,902
. .
Number of Shares
Weighted average number of ordinary shares 116.555.133 127.005.299

NOTE 5: NOTES TO THE CASH FLOW STATEMENT

a) Reconciliation of Cash and Cash Equivalents

For the purposes of the cash flow statement, cash includes cash on hand and at bank and short-term deposits at call, net of outstanding bank overdraft. Cash as at the end of the interim reporting period is reconciled to the related items in the balance sheet as follows:

Consolidated
31 Dec 2006 30 Jun 2006
s \$
Cash and cash equivalents 8,172,796 24,194,797
b) Reconciliation of profit after income tax to the net cash (used in)/provided by operating activities:
31 Dec 2006 31 Dec 2005
5 \$
Profit after income tax 7,866,223 3,037,904
Add/(less) non-cash items:
Share of equity accounted losses/ (profits) (1, 139, 714) 504,310
Dividend income received as equity investments (141,777)
Other income received as equity instruments (164,026)
Depreciation and amortisation of property, plant and equipment 17,694 23,358
Amortisation of intangible assets 58,500 58,500
Net impairment provisions decrease (67,000) (242, 176)
Net profit on disposal of investments (4,719,106) (135, 427)
Equity remuneration 62,440 56,223
Interest income not received (1, 193, 973) (1, 151, 904)
Interest expense not paid 43,045 13,466
Movement in income tax provision (2,584,263) (710, 513)
Movement in deferred tax assets and liabilities 437,620 208,585
Changes in assets and liabilities:
Trade and other receivables (273, 554) (337, 347)
Trade and other payables (1,087,511) 919,023
Provisions 5,134 2,372
Other assets (14, 801) 7,359
Net cash (used in)/provided by operating activities (2,589,266) 1,947,930
NOTE 6: TRADE AND OTHER RECEIVABLES
Current
Trade and other receivables 3,841,306 648,235
Loans to other corporations 13,080,618 11,735,465
Loans to related entities 7,043,005 3,415,935
23,964,929 15,799,635
Non-Current
Loans to other corporations 3,075,640 2,559,452
Loans to Director related entities 1,913,605 1,848,688
Loans to related entities 1,077,853 1,014,516
6,067,098 5,422,656

NOTE 7: ASSETS HELD FOR RESALE

Consolidated
31 Dec 2006 30 Jun 2006
\$ \$
Shares in associated entity (a) 3,601,933
Shares in listed corporations at market value 13,958,476 $\sim$
17,560,409

(a) Shares in associated entity

This represents CVC's interest in the Lauden CVC Property Trust which was previously disclosed in Note 8 investments accounted for using the equity method.

NOTE 8: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Equity accounted shares in listed associated companies (a) 471.210 516.386
Equity accounted shares in other associated companies (a) 8.159.108 10.526.018
Equity accounted interests in joint ventures (b) 118.945
8.749.263 11.157.964

(a) Associated entities

Details of associated entities are as follows:

% Ownership at
end of half-year
Carrying value Contribution to
net profit
31 Dec 06 30 fun 06 31 Dec 06 30 lun 06 31 Dec 06 31 Dec 05
\$ \$ S \$
CVC Private Equity Limited 25% 25% 4,873,780 4.729,024 46,306 162,691
CVC Reef Investment Managers Limited $50\%$ 50% 10.246 32,048 (21, 802) (22,068)
Lauden CVC Property Trust 45% 45% $\theta$ 3,604,087 (2.154) (17, 826)
Ron Finemore Transport Pty Limited 25% 25% 570,658 508,061 62,598 (326, 834)
CVC Trinity Property Fund $39\%$ 20% 471.210 516,386 (243)
Winten (No. 20) Pty Limited $50\%$ 50% 2.704.424 1.652.798 1.051.624 (336,292)
8,630,318 11.042.404 1.136.329 (540,329)

(b) Joint Ventures

Details of joint ventures are as follows:

% Ownership at
end of half-year
Carrying value Contribution to
net profit
31 Dec 06 -30 fun 06 31 Dec 06 30 lun 06 31 Dec 06 31 Dec 05
\$ \$ S \$
Bel-Air Real Estate $50\%$ 50% ×. 51
Chevron Developments $50\%$ 50% 116,611 113,175 3,437 36,031
Skyline Investments Australia $50\%$ 50% 2,334 2,385 (52) (63)
118.945 115.560 3.385 36,019
Consolidated
31 Dec 2006 30 Jun 2006
5 \$
NOTE 9: "AVAILABLE-FOR-SALE" FINANCIAL ASSETS
Non-Current
Shares in listed corporations - at market value 170,800,849 110,764,571
Other investments - at cost 11,991,152 12,222,396
Other investments - at fair value 3,601,654
182,792,001 126,588,621
NOTE 10: INTANGIBLE ASSETS
Management agreements and licences 1,170,000 1,170,000
Accumulated amortisation (263,250) (204,750)
Total management agreements and licences 906,750 965,250
Goodwill 7,721,104 7,721,104
Total intangible assets 8,627,854 8,686,354
NOTE 11: TRADE AND OTHER PAYABLES
Trade and other payables 469,150 1,558,713
Loans from joint venture entities 75,000 75,000
Sundry creditors and accruals 472,253 428,986
Goods and services tax payable 41,958 83,175
1,508,361 2,145,874
31 Dec 2006 31 Dec 2005
NOTE 12: CONTRIBUTED EQUITY Number 5 Number \$
Issued and paid-up ordinary share capital
Balance at the beginning of the half-year 117,185,681 38,633,426 127,447,838 52,509,394
Shares issued during the period:
- through the dividend reinvestment plan 99,522 139,942 567,856 782,417
- under the employee long term incentive plan 200,000
- under the employee share acquisition plan
Shares bought back on market
2,079
(803, 117)
2,999
(1,124,328)
800
(4,716,437)
1,000
(5,925,024)
Balance at the end of the half-year 116,484,165 37,652,039 123,500,057 47,367,787



$\overline{1}$

Consolidated
31 Dec 2006 31 Dec 2005
S \$
NOTE 13: RETAINED PROFITS
Balance at the beginning of the half-year 98,077,668 82,300,999
Net profit attributable to shareholders 7,866,207 3,037,902
Dividends (3,491,820) (3,823,435)
Balance at the end of the half-year 102,452,055 81,515,466
NOTE 14: OTHER RESERVES Asset
Revaluation
Reserve
S
Consolidated
Employee
Equity Benefit
Reserve
Total
S
Half year ended 31 December 2006:
Balance at the beginning of the half-year 30,478,801 216,055 30,694,856
Equity based remuneration for the half-year 59,441 59,441
Option exercised (3.345) (3,345)
Increase in fair values of "available-for-sale" investments 66,556,945 66,556,945
Fair value decrements transferred to the income statement
during the period on realisation (3,568,955) (3,568,955)
Deferred income tax in respect of fair value movements (18,896,395) (18,896,395)
Balance at the end of the half-year 74,570,396 272,151 74,842,547
Half year ended 31 December 2005:
Balance at the beginning of the half-year 20,301,127 106,827 20,407,954
Equity based remuneration for the half-year 55.223 55,223
Increase in fair values of "available-for-sale" investments 11,474,262 11,474,262
Fair value decrements transferred to the income statement
during the period on realisation 187,323 187,323
Deferred income tax in respect of fair value movements (3,498,476) (3,498,476)
Balance at the end of the half-year 28,464,236 162,050 28,626,286

NOTE 15: SEGMENT REPORTING

The revenues and results by business segments are as follows:

Private
Equity and
Venture
Capital
5
Listed
Investments
S
Property
\$
Funds
Management
\$
Unallocated,
Corporate
and Tax
S
Consolidated
5
Half-year ended
31 December 2006:
Segment revenues 3,141,587 5,072,328 1,807,446 641,360 781,311 11,444,032
Segment result 3,141,587 5,072,328 1,797,646 574,966 (1,715,232) 8,871,295
Half-year 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

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

NOTE 16: ASSETS PER SECURITY

Consolidated
31 Dec 2006 30 June 2006
Cents Cents
Net assets per share 184.5 142.9
Net tangible assets per share 177.1 135.4

The figures above are calculated based on the consolidated balance sheet of CVC Limited.

NOTE 17: CONTINGENT ASSETS AND LIABILITIES

There are no significant changes in the contingent assets and liabilities as disclosed in the 2006 annual report.

NOTE 18: SUBSEQUENT EVENTS

On 16 January 2007 CVC provided \$3.375 million mezzanine finance to the Sakkara Group for its Synergy North project, a 40 unit residential project on Sydney's North Shore.

On 9 February 2007 the Company declared an interim dividend of 6 cents per share which was paid on 22 February 2007 to shareholders registered on 20 February 2007.

On 16 February 2007 CVC announced that it had completed a placement of 55 million ordinary shares for \$2.00 per share. The placement will be made in two tranches. The first tranche was the placement of 17.4 million shares which was completed on 22 February 2007 and the remaining tranche of 37.6 million shares is subject to shareholder approval at a General Meeting to he held on 28 March 2007.

On 21 February 2007 Winten (No. 20) Pty Limited signed an agreement with Aspen Group Limited appointing them as developer of the Fern Bay Seaside Village for \$76.6 million returning approximately \$21 million to CVC. CVC holds a 50% interest in Winten (No. 20) Pty Limited as set out in Note 8(a) Associated entities.

On 22 February 2007 at a meeting of shareholders of Green's Food Limited the acquisition by Nestle Purina Petcare was approved and is subject to approval from the Supreme Court of New South Wales on 26 February 2007. CVC holds 15.9 million shares in Green's Food Limited and subject to Supreme Court approval will return approximately \$14.3 million.

CVC LIMITED & CONTROLLED ENTITIES HALF YEARLY REPORT

DIRECTORS' DECLARATION

In the opinion of the Directors:

  • the interim financial statements and notes set out on pages 4 to 13, are in accordance with the Corporations Act $(a)$ 2001 including:
  • complying with Accounting Standards and interpretations and the Corporations Regulations 2001, and $(i)$
  • $(ii)$ giving a true and fair view of the consolidated entity's financial position as at 31 December 2006 and of its performance, as represented by the results of its operations, changes in equity and its cash flows, for the half-year ended on that date; and
  • $(b)$ there are reasonable grounds to believe that CVC Limited will be able to pay its debts as when they become due and payable.

This declaration is made in accordance with a resolution of the Board of directors.

Dated at Sydney 23rd day of February 2007.

ALEXANDER D. H. BEARD Director

VANDA R GOULD 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 2006, 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.

Mark Muller Partner

HLB MANN JUDD (NSW Partnership) Chartered Accountants

Sydney, 23rd February 2007

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 accompanying half year financial report of the CVC Limited Group ("the consolidated entity") which comprises the balance sheet as at 31 December 2006, and the income statement, statement of changes in equity and cash flow statement for the half-year ended on that date, accompanying notes to the financial statements and the directors' declaration as set out on pages 4 to 14. The consolidated entity comprises CVC Limited and the entities it controlled during the half-year.

Directors' Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes designing, implementing and maintaining internal controls 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.

Auditors' 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 matters that makes us to 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 2006, 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. As the auditor of the consolidated entity, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-vear financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, provided to the directors of CVC Limited on 23 February 2007 would be in the same terms if provided to the directors as at the date of this auditors' review report.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the halfvear financial report of the CVC Limited Group 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 2006 and of its $(i)$ performance for the half-year ended on that date; and
  • complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations $(ii)$ Regulations 2001.

HLB Mann Judd (NSW Partnership) Chartered Accountants

M D Muller Partner

Sydney, 23rd February 2007