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CVC LIMITED Interim / Quarterly Report 2020

Feb 24, 2020

64728_rns_2020-02-24_209fe2bf-c45d-46d4-9ca9-cc0593729dfe.pdf

Interim / Quarterly Report

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RESULTS ANNOUNCEMENT FOR THE 6 MONTHS ENDED 31 DECEMBER 2019

RESULTS SUMMARY:

As highlighted at the 2019 Annual General Meeting, the first half of FY2020 saw a focus on the implementation of a new investment strategy, focusing effort and capital towards core competencies.

The repositioning of the Company brought with it further restructuring costs and a reallocation of the investment portfolio though the period. As a result, CVC has incurred a net loss after tax to shareholders of \$2.7 million in the period (2018: net loss to shareholders of \$6.4 million PCP).

The first half results are disappointing. The Board and management are focused on executing the revised strategy to deliver strong future returns for shareholders.

REPOSITIONING:

A summary of transition of CVC's investment strategy is as follows:

Goal Progress Next Steps
Investment
Strategy
• Reduce breath of diversity in
investment portfolio
High conviction positions with ability
٠
to influence outcomes
Strategic review completed with core
and non-core segments identified
Increased investment in real estate
related investments
Continue to simplify portfolio and improve
efficiency
Refocus /
Reposition
Focus on core competencies
Market understands the CVC position
and offering
Development of strategy to capitalise on
core skills of investment team
Established ongoing review framework
٠
Continued adherence to streamlined
business plan
Educate investors and market about revision
to business
Reduce Costs • Cost of running business corresponds
with a simplified strategy
Cost base significantly reduced (c.\$1.5m of
annual costs have been removed)
• Continue to monitor and improve efficiency to
ensure sustainable operating cost base and
sufficient resources to deliver strong returns
Divestments Maximise value of CVC investment
portfolio
Remove non-core investments from
portfolio
Divestment of approximately \$33.5m of
investments in listed equities and private
equity segments
Patient and focused approach to divestment
of non-core investments, but strong
commitment to continue rationalisation

CVC Limited ABN 34 002 700 361 Level 37 1 Macquarie Place Sydney NSW 2000

T02 9087 8000 F02 9087 8088 www.cvc.com.au

CVC's progress in repositioning the investment portfolio over the last 6 months is summarised as follows:

SEGMENT COMMENTARY:

The contributions to the loss for the half year are as follows:

Underlying Results
1H FY2019 1H FY2018
Net loss after tax (\$2.7 m) (\$6.4 m)
Comprises:
Direct property \$0.6 m \$4.1 m
Property backed lending \$3.1 m \$3.6 m
Funds management \$1.2 m \$0.4 m
Commercial debt and alternatives (\$0.4 m) \$1.6 m
Listed investments \$0.2 m (\$13.4 m)
Private equity (\$2.5 m) \$0.1 m
Convertible note interest (\$1.9 m) (\$2.2 m)
Remuneration (\$2.0 m) (\$2.9 m)
Unallocated (\$1.5 m) (\$1.5 m)
Restructure costs (\$1.1 m)
Tax effect \$1.6 m \$3.8 m
Net loss after tax (\$2.7 m) (\$6.4 m)

CVC has continued to reduce the size of the listed share and unlisted equity portfolios. Specifically, the number of listed investments totals 11 (down from 43 at 30 June 2019). Realised profits from sales of listed equities totalled \$3.1m with a further \$0.3m generated from dividends and underwriting fees. Those shares remaining in the portfolio contributed a loss of \$3.2m, primarily from adverse mark-to-market movements.

Private equity investments contributed a loss of \$2.5m. This segment now represents less than 3.5% of the Company's statutory net assets.

Funds management has contributed positively to profit for the period. The funds management platform has three major areas of focus. Firstly, the continued management and growth of Eildon Capital (ASX: EDC) to deliver strong investor returns for its shareholders. Second, to grow investments under management of the Eildon Debt Fund, a contributory mortgage fund that provides wholesale investors access to first mortgage property loans on a deal by deal basis. The third is to foster the continued deployment of capital raised in the CVC Emerging Companies Fund. To date, approximately 50% of the Fund's total committed capital has been invested into qualifying investments.

CVC Limited ABN 34 002 700 361 Level 37 1 Macquarie Place Sydney NSW 2000

T 02 9087 8000 F02 9087 8088 www.cvc.com.au

CVC's exposure to property debt has increased over the period as proceeds of share sales have been redirected primarily to this segment. We continue to see this as a sensible sector to invest capital to deliver interest income in asset backed positions.

Exposure to direct property has increased slightly and is anticipated to further increase in the next period. CVC has entered into a binding contract to purchase a greenfield development site suitable for a neighbourhood shopping, medical and childcare centre in Marsden Park, NSW. Acquisition is expected to occur H2 FY2020, with development forecast to be completed by H1 FY2021. CVC is also in the process of completing due diligence on a similar asset in Victoria which is anticipated to be settled over FY2020 - FY 2021, with development forecast to be completed over three years.

CVC continues to be focused on reducing ongoing overhead costs, with the impact flowing through in H2 FY2020 results.

FORECAST RESULTS AND DIVIDENDS

With FY 2020 being a year of transition, profitability for the current financial year is forecast to be approximately breakeven.

The Board is generally committed to maintaining the payment of dividends to shareholders where those payments are in line with underlying profitability of the business. Given the half year result, there will not be an interim dividend. Further, in the absence of any significant change to forecast profitability a final dividend is also not expected to be paid.

CVC has periodically purchased shares under its buy back scheme, dependant on price. The Board will continue to assess opportunities to purchase shares where appropriate.

Mark Avery Director 25 February 2020

CVC Limited ABN 34 002 700 361 Level 37 1 Macquarie Place Sydney NSW 2000

T 02 9087 8000 F 02 9087 8088 www.cvc.com.au

Appendix 4D

Half-Yearly Report

Results for announcement to the market

CVC Limited
ABN Half-Year ended Previous Half-Year ended
('Reporting Period') ('Corresponding period')
34 002 700 361 31 December 2019 31 December 2018
Results
Income from ordinary activities down 69.5% to 11,957.894
Loss before tax down 65.0% to 3,028,100
Loss after tax attributable to members down 58.1% to 2,672,818
Net loss attributable to members down 58.1% to 2,672,818

The preliminary half-yearly report is based on accounts which have been reviewed.

Dividends (distributions)

7.0 cents
8.0 cents

Information on dividends:

No dividend has been declared for the 2019 half-year period.

Ex-Dividend date for the purpose of receiving the dividend .
---------------------------------------
Record date for determining entitlements to the dividend
________
Payment. 'N A
.

Commentary

Brief explanation of any of the figures reported above:

Please refer to the attached commentary for a detailed review.

Net tangible assets

31 December 2019 31 December 2018
$(rested)^{\wedge}$
Net tangible assets per ordinary security \$1.37 \$1.55
Note: Net tangible assets exclude "right-of-use assets".

Net tangible assets have been restated following the adoption of AASB 16: leases (AASB 16). The right-of-use assets recognised on the adoption of AASB 16 has been excluded from the calculation of net tangible assets.

Audit qualification or review

The financial statements were subject to a review by the auditors and the review report is attached as part of the Interim Report.

CVC LIMITED AND ITS CONTROLLED ENTITIES

HALF-YEAR FINANCIAL REPORT

For the half-year ended 31 December 2019

ACN 002 700 361

COMPANY PARTICULARS

CVC LIMITED

ACN 002 700 361

DIRECTORS

Mark Avery (Appointed 1 July 2019) Alexander Leaver (Appointed 1 July 2019) John Read Ian Campbell John Leaver (Resigned 11 October 2019) Alexander Beard (Resigned 1 August 2019)

SECRETARIES

John Hunter Alexander Beard (Resigned 1 August 2019)

MANAGEMENT TEAM

Mark Avery Jufri Abidin Jonathan Sim Rajiv Manoharan William Chen

PRINCIPAL AND REGISTERED OFFICE

Suite 3703, Level 37 1 Macquarie Place SYDNEY NSW 2000 AUSTRALIA Telephone: $(02)$ 9087 8000 Facsimile: $(02)$ 9087 8088

SHARE REGISTRY

Next Registries Level 16, 1 Market Street SYDNEY NSW 2000 AUSTRALIA Telephone: $(02)$ 9276 1700 Facsimile: (02) 9251 7138

AUDITORS

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

BANKERS Bankwest Westpac Banking Corporation

STOCK EXCHANGE LISTING

Australian Securities Exchange Limited

John Hunter Christian Jensen Jonathon Pearce Tiffany McLean

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 31 December 2019 and the independent review report thereon.

Directors

The directors of CVC throughout and since the end of the half-year are:

Mark Anthony Avery (Managing Director) (Appointed 1 July 2019) Alexander Jovan Rapajic-Leaver (Non-Executive Director) (Appointed 1 July 2019) John Douglas Read (Non Executive Chairman) Ian Houston Campbell (Non Executive Director) John Scott Leaver (Executive Director) (Resigned 11 October 2019) Alexander Damien Harry Beard (Resigned 1 August 2019)

Operating Results

The net loss after tax attributable to shareholders for the six months ended 31 December 2019 of CVC amounted to \$2.7 million (2018: loss after tax of \$6.4 million).

Highlights during the half year included:

  • The reduction in the number of business streams undertaken, which over time will allow further investment and focus toward segments where the business has demonstrated deep market knowledge and capability;
  • continued to reduce the size of the listed share and unlisted equity portfolios. Specifically, the number of listed $\bullet$ investments totals 11 (down from 43 at 30 June 2019);
  • Continued delivery of strong shareholder returns by Eildon Capital Limited (ASX: EDC);
  • Growth of investments under management of the Eildon Debt Fund, a contributory mortgage fund that provides wholesale investors access to first mortgage property loans on a deal by deal basis;
  • The continued deployment of capital raised in the CVC Emerging Companies Fund, with approximately 50% of $\bullet$ funds total committed capital invested into qualifying investments;
  • Increase in the property debt portfolio with proceeds of share sales being redeployed to this segment;
  • Entering into a binding contract to purchase a greenfield development site suitable for a neighbourhood shopping, medical and childcare centre in Marsden Park, NSW;
  • Due diligence being undertaken on a on a neighbourhood shopping, medical and childcare centre development $\bullet$ site in Victoria; and
  • Continued focused on reducing ongoing overhead costs.

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

Dividends

A final fully franked dividend in respect of the year ended 30 June 2019 of 8 cents per share was declared on 1 August 2019 and paid on 20 August 2019 to those shareholders registered on 6 August 2019.

Events subsequent to balance date

There are no other matters or circumstances that have arisen since the end of the financial period which significantly affected or may significantly affect the operations of CVC, the results of those operations or the state of affairs of CVC in the financial period subsequent to 31 December 2019.

Auditor's Independence Declaration

A copy of the Independence Declaration given to the directors by the auditor for the review undertaken by HLB Mann Judd Chartered Accountants is included on page 24.

Signed and Dated Sydney 25 February 2020 in accordance with a resolution of directors.

MARK AVER

Director

VREAD

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE FOR THE HALF-YEAR ENDED 31 December 2019

Notes
31 Dec 2019 31 Dec 2018
\$ \$
INCOME
Revenue from development properties 11 1,793,400 30,844,242
Interest income 6,892,585 4,944,543
Fee income 769,008 668,984
Other income 232,504 503,770
Total income 9,687,497 36,961,539
Equity accounted profits
Share of net profit of associates 5 2,270,397 2,258,093
EXPENSES
Cost of land sold 1,658.169 11,688,906
Contract costs 14,556,852
Net loss from equity investments 11 2,747,016 13,204,902
Employee costs 2,574,138 2,688,735
Finance costs 3,236,223 2,854,174
Impairment of financial assets at amortised cost 11 2,104,574
Management and consultancy fees 669,825 1,220,098
Overhead expenses 11 1,996,049 1,646,123
Total expenses 14,985,994 47,859,790
Loss before related income tax expense (3,028,100) (8,640,158)
Income tax benefit 2 1,626,473 3,776.938
Net loss for the half-year (1,401,627) (4,863,220)
Net (loss)/profit attributable to:
Members of the parent entity (2,672,818) (6,380,226)
Non-controlling interest 1,271,191 1,517,006
Net loss for the half-year (1,401,627) (4,863,220)
Basic and diluted earnings per share 4 (2.27) (5.34)
Other comprehensive income for the half-year, net of tax
Total comprehensive loss for the half-year (1,401,627) (4,863,220)
Total comprehensive (loss)/income for the half-year is attributable to:
Members of the parent entity (2,672,818) (6,380,226)
Non-controlling interest 1,271,191 1,517,006
(1,401,627) (4,863,220)

The above condensed consolidated statement of financial performance should be read in conjunction with the accompanying notes to the Half-Year Report.

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 December 2019

Notes 31 Dec 2019 30 Jun 2019
s Ъ
CURRENT ASSETS
Cash and cash equivalents 36,815,268 57, 157, 737
Financial assets at amortised cost 56,822,737 35,081,213
Financial assets at fair value through profit or loss 10 30,111,622 43,124,036
Inventories 2,023,525 3,323,321
Other assets 1,431,222 1,412,728
Current tax assets 1,145,424
Total current assets 127,204,374 141,244,459
NON-CURRENT ASSETS
Financial assets at amortised cost 51,489,453 18,568,770
Financial assets at fair value through profit or loss 10 9,220,747 40,156,134
Inventories 20,176,946 19,528,957
Investments accounted for using the equity method 5 57,644,363 48,409,113
Property, plant and equipment 121,374 304,544
Right-of-use assets 14 3,013,831
Investment properties 10 2,400,000 2,400,000
Intangible assets 6 2,946,006
Other assets 15,396.461 15,243,157
Total non-current assets 162,409,181 144,610,675
TOTAL ASSETS 289,613,555 285,855,134
CURRENT LIABILITIES
Trade and other payables 16,116,043 14,164,786
Contract liabilities 1,232,163 2,133,503
Lease liabilities 14 708,228
Provisions 539,674 854,699
Current tax liabilities 317.155
Total current liabilities 18,913,263 17,152,988
NON-CURRENT LIABILITIES
Trade and other payables 5,000,000
Lease liabilities 14 2,243,342
Interest bearing loans and borrowings 83,704,748 80,335,742
Provisions 37,790 104,136
Deferred tax liabilities 370,008 3,473,506
Total non-current liabilities 86,355,888 88,913,384
TOTAL LIABILITIES 105,269,151 106,066,372
184,344,404 179,788,762
NET ASSETS
EQUITY
Contributed equity 7 98,282,559 98,768,308
Other equity 1,881,405 1,881,405
Retained profits 67,539,542
(446, 973)
79,626,124
(266, 808)
Other reserves
Parent entity interest 167,256,533 180,009,029
Non-controlling interest 17,087,871 (220, 267)
TOTAL EQUITY 184,344,404 179,788.762

The above condensed consolidated statement of financial position should be read in conjunction with the accompanying notes to the Half-Year Report.

equity
$\boldsymbol{\varphi}$
Contributed
69
Retained
earnings
Asset

revaluation
Other Equity Owners of the
parent
Đ,
interest
Đ,
Non-controlling
ŧΩ,
Total
At 1 July 2019 98,768,308 79,626,124 (266,808) 1,881,405 180,009,029 (220, 267) 179,788,762
Other comprehensive income
(Loss)/profit for the half-year
ı
1
(2,672,818) (2,672,818)
(2,672,818)
1,271,191
1,271.191
(1,401,627)
(1,401,627)
Total comprehensive (loss)/income for the half-year (2,672,818)
Non-controlling interests on acquisition of subsidiary
Transactions with non-controlling interests
Deferred tax recognised directly in equity
Transactions with shareholders:
Buy-back transaction costs
Shares bought back
Dividends paid
(484, 822)
(1,326)
399
(9,413,764) (180,165) 399
(1,326)
(180, 165)
(9,413,764)
(484, 822)
830,953
16,861,557
(1,655,563)
650,788
399
(1,326)
16,861,557
(11,069,327)
(484, 822)
At 31 December 2019 98,282,559 67,539,542 (446,973) 1,881,405 167,256,533 17,087.871 184,344,404
At 1 July 2018 103,646,848 99,606,254 (318, 237) 1,881,405 204,816,270 1,353,079 206,169,349
Other comprehensive income
(Loss)/profit for the half-year
(6,380,226) (6,380,226) 1,517,006 (4,863,220)
Total comprehensive (loss)/income for the half-year (6,380,226) (6,380,226) 1,517,006 (4,863,220)
Transactions with non-controlling interests
Transactions with shareholders:
Dividends paid
(9,562,623) (9,562,623) 1,725
(3,386,140)
1,725
(12,948,763)
At 31 December 2018 103,646,848 83,663,405 (318,237) 1,881,405
$\frac{1}{2}$ . The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of t
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188,873,421
(514,330) 188,359,091

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

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 December 2019

31 Dec 2019 31 Dec 2018
s \$
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts in the course of operations 1,745,804 1,129,739
Cash payments in the course of operations (10,015,265) (6,274,460)
Net proceeds on disposal of land held for resale 687,646 11,070,036
Proceeds on disposal of equity investments 34,872,527 61,193,615
Payments for equity investments (14,056,447) (63,934,559)
Net proceeds on construction contract 1,804,518
Net payment for construction contract (864, 389)
Loans provided (74, 743, 583) (49, 136, 850)
Loans repaid 49,826,253 18,807,581
Interest received 4,544,565 1,918,608
Interest paid (1,489.333) (1,834,507)
Dividends received 1,472,029 2,357,910
Income taxes paid (325,039) (2,005,552)
Net cash flows used in operating activities (8,345,232) (24,903,921)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for development of investment properties (21.779) (129, 246)
Payments for property, plant and equipment (4,065) (11, 932)
Acquisition of subsidiaries, net of cash acquired (1,049,372)
Net cash flows used in investing activities (1,075,216) (141, 178)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings (669, 100) (61, 463, 315)
Proceeds from borrowings 1,167,684 58,554,503
Transactions with non-controlling interests 648,965
Dividends paid (8,854,120) (9,562,623)
Distribution to non-controlling interest (2,729,302) (3,317,888)
Payments for shares bought back (486, 148)
Net cash flows used in financing activities (10,922,021) (15,789,323)
Net decrease in cash held (20,342,469) (40,834,422)
Cash at the beginning of the half-year 57,157,737 71,093,285
CASH AT THE END OF THE HALF-YEAR 36,815,268 30,258,863

The above condensed consolidated statement of cash flows 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 2019 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 Australian Accounting Standards and International Financial Reporting Standards. The accounting policies adopted are also consistent with those of the previous financial year and corresponding interim reporting period except for the adoption of AASB 16 Leases as set out in Note 14.

Certain comparatives balances have been changed in order to achieve consistency and comparability with the current period's amounts.

31 Dec 2019
\$
31 Dec 2018
\$
NOTE 2: INCOME TAX EXPENSE
Accounting loss before income tax 3,028,100 8,640.158
Income tax benefit:
Prima facie income tax benefit at 30% on profit before income tax 908,430 2,592.047
Increase in income tax expense due to:
Sundry items (32,206) (31,744)
Trust losses not deductible (123, 193)
Decrease in income tax expense due to:
Franked dividends received 273,856 623,680
Trust profits not assessable 163,267
Tax losses recouped 200,325
Deferred tax balances not recognised 262,075 484,600
1,575,422 3,745,715
Adjustment in respect of current income tax of previous years 51,051 31,223
Income tax benefit for the half-year 1,626,473 3,776,938

NOTE 3: DIVIDENDS

A final fully franked dividend in respect of the year ended 30 June 2019 of 8 cents per share was declared on 1 August 2019 and paid on 20 August 2019 to those shareholders registered on 6 August 2019.

NOTE 4: EARNINGS PER SHARE

VOTE 4: CANNINGSTEN SHANE 31 Dec 2019 31 Dec 2018
Basic and diluted earnings per share Cents Cents
Basic and diluted earnings per share attributable to the members of the
parent entity
(2.27) (5.34)
Ŝ \$
Reconciliation of earnings used in calculation of earnings per share:
Loss after income tax 1,401.627 4,863,220
Less: non-controlling interest 1,271,191 1,517,006
Net loss attributable to members of the parent entity 2,672.818 6,380,226
Number of Shares
Weighted average number of ordinary shares - Basic and diluted 117,588,004 119,532,788
Number of shares on issue at the end of the half-year 117,467,321 119,532,788

NOTE 5: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

NOTE 5: INVESTIVIENTS ACCOUNTED FOR OUTRO THE EQUITE METHOD 31 Dec 2019
\$
30 Jun 2019
-S
Equity accounted interests in joint ventures
Equity accounted interests in listed associated entities
Equity accounted shares in other associated entities
7.204.985
19,542,352
30.897.026
7.821,157
18,779,948
21,808,008
57.644,363 48,409,113

NOTE 5: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD (CONT.)

Details of investments accounted for using the equity method are as follows:

Ownership Interest Carrying value Contribution to
net profit/(loss)
Dec
2019
June
2019
Dec 2019 June 2019 Dec 2019 Dec 2018
$\frac{0}{70}$ $\%$ S \$ S \$
Associated entities
79 Logan Road Pty Ltd 35.0 35.0 35 35
79 Logan Road Trust 35.0 35.0 4,370,846 2.893,049 1,599,946 (13, 550)
Australian Invoice Finance Limited 44.1 47.6 1,842,860 2,158,649 (315,788) (36, 377)
Bigstone Capital Pty Limited 34.0 34.0 613,352 1,843,506 (288,002) (392, 565)
BioPower Systems Pty Limited 25.1 25.1
Causeway Income Partners Limited (a) 50.0 50.0
Cedar and Stone Pty Ltd 43.3 43.3 34,332 96,225 (61,893) 46,225
Cravenda Pty Ltd (a) 48.3 50.0 60 60
Cravenda Unit Trust (a) 48.3 50.0 60 60
CVC Emerging Companies Fund 22.3 22,3 6,781,903 3,333,334 115.235
CVC Emerging Companies IM Pty Ltd (a) 50.0 50.0 6,536 6,536
Donnybrook JV Pty Ltd 49.0 49.0 7,149,386 3.403,464 (51,394) (35,787)
Eildon Capital Limited 40.9 40.3 19,740,352 18,709,047 1,339.360 927,211
Eildon Funds Management Limited (b) n/a 40.0 460,548 11,074 93,388
JAK Contributory Mortgage Fund Loan 61,123
Trust No 3 20.8 20.8 5,291,849 2,770,833 291,849
JAK Investment Group Pty Ltd 40.0 $40.0\,$ 213,497 227,037 (13, 540) (51.672)
Kingsgrove Property LMC Pty Ltd (a) 50.0 50.0
LAC Unit Trust (c) n/a n/a (1,864)
(16, 672)
Lewcorp Properties Pty Ltd 20.0 20.0 751,255 818,853 (67, 598)
Mooloolaba Wharf Holding Company Pty 3,534,578 (137, 636)
Limited (a) 50.0 50.0 3,396,942 520,994
The Kingsgrove (Vanessa Road) Unit Trust 25.0 25.0
The Maroochydore Medical Centre Facility 50.0 50.0 50 50 2,709,877
Unit Trust (a) 32.5 32.5 (102)
Turrella Property Pty Ltd 32.5 32.5 246,063 267,727 2,337 82
Turrella Property Unit Trust
Urban Properties Cairns Pty Limited
20.0 20.0
Urban Properties Centenary Pty Limited 20.0 20.0
Urban Properties Pty Limited 33.3
US Residential Fund 22.2 22.2 70,901 (32, 792)
Joint Ventures
MAKE 246 EBRB Pty Ltd (a) 50.0 50.0
MAKE EBRB Dev Nominee Pty Ltd (a) 50.0 50.0 7,140,074 7,821,157 (681.083) (998, 432)
JAK Mickleham Road Pty Ltd (a) 50.0 64,911
57,644,363 48,409,113 2,270,397 2,258,093
  • (a) Causeway Income Partners Limited, Cravenda Pty Ltd, Cravenda Unit Trust, CVC Emerging Companies IM Pty Ltd, Kingsgrove Property LMC Pty Ltd, Mooloolaba Wharf Holding Company Pty Limited, The Maroochydore Medical Centre Facility Unit Trust, MAKE EBRB Dev Nominee Pty Ltd, MAKE 246 EBRB Pty Ltd and JAK Mickleham Road Pty Ltd are not considered to be controlled entities of CVC. This is because CVC does not have the power to direct the entities' relevant activities to affect CVC's returns.
  • (b) During the half year ended 31 December 2019, Eildon Funds Management Limited became a controlled entity of CVC. Refer to note 8.

(c) During the half year ended 31 December 2018, LAC Unit Trust became a controlled entity of CVC.

31 Dec 2019 30 Jun 2019
S \$
NOTE 6: INTANGIBLE ASSETS
Goodwill 2,946,006
Reconciliations:
Carrying amount at the beginning of the period ÷
Acquisition of business 2,946,006 $\overline{\phantom{0}}$
Carrying amount at the end of the period 2,946,006

The goodwill is attributable to the acquisition of the funds management business in Eildon Funds Management Limited. The recoverable amount is based on an independent valuation prepared by Longergan Edwards and Associates Limited at the date of the acquisition on 8 August 2019. The beneficiaries of the sale included associates of Messrs Mark Avery, John Hunter and Alexander Beard.

The valuation of Eildon Funds Management Limited was based on the following metrics:

Earnings before interest and taxes multiple: $4.0 - 4.5x$ $\mathbf{L}$

This compares to the valuation metrics of Eildon Funds Management Limited at the time that the executive staff acquired an interest in the company in 2016 of:

Earnings before interest and taxes multiple: $4.0 - 4.5x$

The goodwill is not deductible for tax purpose. Refer to Note 8.1.

31 Dec 2019 31 Dec 2018
Number \$ Number \$
NOTE 7: CONTRIBUTED EQUITY
Issued and paid-up ordinary share capital
Balance at the beginning and end of the half-year 117,690,259 98,768,308 119,532,788 103,646,848
Shares bought back (222, 938) (484.822)
Share buyback transaction costs (1.326)
Income tax on buyback transaction costs $\blacksquare$ 399
Balance at the beginning and end of the half-year 117,467.321 98,282,559 119.532,788 103.646.848

NOTE 8: BUSINESS COMBINATION

Eildon Funds Management Limited 8.1

On 8 August 2019, CVC acquired 60% of Eildon Funds Management Limited ("EFM") for a consideration of \$3,623,500 at which time it became a 100% subsidiary of CVC. Immediately prior to that date, CVC had an existing holding of 40% of the equity on issue with a carrying amount of \$471,622.

A summary of the acquisition is as follows:

\$
Purchase consideration:
Cash paid
3,623,500
Total purchase consideration 3,623,500
Fair value of Assets and Liabilities of EFM at Acquisition:
Cash assets 985,868
Trade and other receivables (a) 543,777
Plant and equipment 7,342
Financial assets 130
Deferred tax asset 17,794
Trade and other payables (77, 011)
Current tax liability (328, 784)
Total identifiable net assets at fair value 1,149,116
Less: carrying amount prior to acquisition (471, 622)
Add: goodwill (b) 2,946,006
Consideration for acquisition 3,623,500
Cash outflow
Cash consideration 3,623,500
Less: balances acquired
Cash (985, 868)
Net outflow of cash - investing activities 2,637,632

(a) The fair value of acquired trade and other receivables is the gross contractual amount.

(b) The goodwill is attributable to the value of EFM's funds management business. It will not be deductible for tax purpose. Refer to Note 6.

For the period from acquisition to the end of the period, EFM recorded revenues of \$740,552 and profit after tax of \$398,879. If EFM had been owned for the whole of the period the revenue included would have been \$931,169 and profit after tax would have been \$426,565.

Eildon Debt Fund 8.2

CVC is deemed to acquire specified assets in Eildon Debt Fund ("EDF") on 8 August 2019 along with the EFM transaction. The directors have concluded that CVC controls specified assets in EDF, even though it holds less than half of the voting rights of this subsidiary. The significant judgement is per below:

  • Eildon Investments Services Pty Limited ("EIS"), a 100% own subsidiary of EFM, is the fund manager for EDF.
  • EIS has the decision-making authority to direct the relevant activities of EDF and make decisions in the best $\omega$ interests of all investors.
  • The investors' rights to remove the fund manager are protective as they are excisable only when EIS is in default. $\overline{\phantom{a}}$
  • CVC holds more than 20% investments in specified assets in EDF. This creates sufficient exposure for EIS to be a principal for the relevant specified assets.

No consideration was paid on 8 August 2019 at which time EDF became a subsidiary of CVC. Immediately prior to that date, CVC had an existing holding equivalent to 41.4% of specified assets with a carrying amount of \$11,928,085.

NOTE 8: BUSINESS COMBINATION (CONT.)

Eildon Debt Fund (Cont.) $8.2$

A summary of the acquisition is as follows:

Purchase consideration:
Cash paid
Total purchase consideration
Fair value of Assets and Liabilities of EDF at Acquisition:
Cash assets 1,588,130
Trade and other receivables (a) 18,036
Financial assets 30,210,574
Trade and other payables (3,027,098)
Total identifiable net assets at fair value 28,789,642
Less: non-controlling interest (b) (16.861, 557)
Less: carrying amount prior to acquisition (11, 928, 085)
Consideration for acquisition
Cash inflow
Cash consideration
Add: balances acquired
Cash 1,588,130
Net inflow of cash - investing activities 1,588,130

(a) The fair value of acquired trade and other receivables is the gross contractual amount.

(b) CVC has recognised the non-controlling interest at the non-controlling interest's proportionate share of the net identifiable assets.

For the period from acquisition to the end of the period, EDF recorded revenues of \$2,875,534 and profit after tax of \$2,724,656. If EDF had been owned for the whole of the period the revenue included would have been \$3,249,212 and profit after tax would have been \$3,077,618.

NOTE 8: BUSINESS COMBINATION (CONT.)

Other immaterial business combinations $8.3$

A summary of the acquisition is as follows:

\$
Purchase consideration:
Cash paid
Total purchase consideration
Assets and Liabilities of acquired business at Acquisition:
Cash 130
Financial assets 1,371,487
Trade and other payables (a) (16,075)
Interest bearing loans and borrowings (1,355,412)
Total identifiable net assets at fair value 130
Less: consideration for acquisition (130)
Consideration for acquisition
Cash inflow
Cash consideration
Add: balances acquired
Cash 130
Net inflow of cash - investing activities 130

(a) The fair value of acquired trade and other receivables is the gross contractual amount.

For the period from acquisition to the end of the period, the acquired business recorded revenues of \$102,137 and profit after tax of \$37,745. If the acquired business had been owned for the whole of the period the revenue included would have been \$114,827 and profit after tax would have been \$37,745.

There were no acquisitions in the period ending 31 December 2018.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 December 2019 (CONTINUED) CVC LIMITED & CONTROLLED ENTITIES

NOTE 9: SEGMENT REPORTING

The information by business segments are as follows:

Investments
Private Equity
Alternative
Assets
Commercial
Debt and
Listed
\$'000's
Investments
Lending
\$'000's
Property Backed
\$000's
Direct Property
Funds
\$'000's
Management
Eliminations
\$'000's
Controlled
\$000's
Consolidated
31 December 2019: \$'000's \$000's
Total revenue for reportable segments
Inter-segment revenue
Revenues:
690 5/7.5 780
1,922
$1,024$
$6,211$
(6,991) 9,351
Unallocated amounts:
Corporate income
Interest income
240
$\mathcal{H}$
Consolidated revenue 9,687
Equity accounted income (62) 292 1,185 855 2,270
Share of profit of equity accounted investees
Total profit for reportable segments
Results:
(2,394)
$\widehat{c}$
(441) $\overline{161}$ 292
4,445
1,185
(936)
316
855
$1,151$
$2,270$
(2,456) (441) 161 4,737 249 1,171 3,421
Unallocated amounts: corporate expenses (6,449)
Consolidated loss before tax (3,028)
--------------------------------------

Segment results are shown before related income tax expense. All revenue during the half year is recognised at a point in time when the performance obligation is satisfied.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 31 December 2019 (CONTINUED) CVC LIMITED & CONTROLLED ENTITIES

NOTE 9: SEGMENT REPORTING (CONT.)

\$'000's
Consolidated
Eliminations
\$'000's
Controlled
Management
\$'000's
Funds
$\left( 7,824\right)$
613
6,585
(336) $(193)$
$(336)$
(529) 613 613
\$'000's
Direct Property
1,239
30,997
1,593 4,014
1,592
5,606 11,963
19,034
30,997
Backed Lending
\$'000's
Property
3,192 $\overline{6}$ 3,545
$\vec{6}$
3,606 3,192 3,192
Investments
\$'000's
Listed
$2^7$ 894 895
(13,270)
(12,375) $\mathbb{Z}^7$ $\overline{z}$
Assets
and Alternative
\$'000'S
Commercial Deb
1563 $\mathbf{u}$ 1,562 1,562 1,563
٠
$\mathbf{L}$
1,563
\$'000's
Investments
Private Equity
122 $\frac{46}{5}$ 46
52
98 122 122
Total revenue for reportable segments
Inter-segment revenue
31 December 2018:
Revenues:
Unallocated amounts:
Interest income
Equity accounted income
Consolidated revenue
Share of profit of equity accounted investees
Total profit for reportable segments
Results:
Unallocated amounts: corporate expenses Consolidated profit before tax Disaggregation of revenue from contracts with customers
Timing of revenue recognition
At a point in time
Over time

Segment results are shown before related income tax expense.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE HALF-YEAR ENDED 31 December 2019 (CONTINUED)
CVC LIMITED & CONTROLLED ENTITIES
NOTE 9: SEGMENT REPORTING (CONT.) Investments
Private Equity
Commercial Debt
and Alternative
Listed Investments Lending
Property Backed
Direct Property Funds Management Consolidated
\$'000's Assets
\$'000's
\$000's S'000's \$'000's \$'000's \$'000's
31 December 2019:
Segment assets
Assets:
7,710 8644 30,112 90.739 66,805 43,956 247,966
Cash and cash equivalents
Unallocated amounts:
Other assets
36,815
4,833
Total assets 289,614
Segment liabilities
Liabilities:
$\pmb{\epsilon}$ ٠ 10,986 28,906 \$ 39,892
Unallocated amounts:
Other liabilities
65,377
Total liabilities 105,269
Segment assets
30 June 2019:
Assets:
11,146 10,222 59,754 50,949 60,817 32,395 225,283
Cash and cash equivalents
Unallocated amounts:
Other assets
57,158
3,414
Total assets 285,855
Segment liabilities
Liabilities:
$\sim$ 350 9,613 29,687 39,653
Unallocated amounts:
Other liabilities
66,413
Total liabilities 106,066

$\overline{17}$

NOTE 10: FAIR VALUE MEASUREMENTS

The fair values of the financial assets and liabilities of CVC are approximately equal to their carrying values.

Judgements and estimates were made in determining the fair values of the financial instruments and non-financial assets that are recognised and measured at fair value in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, CVC has classified its financial instruments and non-financial assets into three levels prescribed under the accounting standards.

Level $1$ – the fair value is calculated using quoted prices in active markets.

Level 2 - the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset, either directly (as prices) or indirectly (derived from prices).

Level 3 - the fair value is estimated using inputs for the asset that are not based on observable market data.

The fair value of the assets and liabilities as well as the methods used to estimate the fair value are summarised in the table below.

Ouoted market
price
(Level 1)
Valuation
technique - market
observable inputs
$(Level 2)$ $(a)$
Valuation
technique - non
market observable
inputs (Level 3)
Total
S \$ S
At 31 December 2019
Financial assets
"Fair value through profit or loss" investments 30.111,622
Shares in listed corporations
Shares in unlisted corporations (b)
1,775,196 28,336,426 9,220,747 9,220,747
Non-financial assets 2,400,000
Investment properties (c) 2,400,000
1,775,196 28,336.426 11.620,747 41.732,369
At 30 June 2019
Financial assets
"Fair value through profit or loss" investments
Shares in listed corporations 17,186,400 41,907,564 59,093,964
Shares in unlisted corporations (b)
Non-financial assets
24,186,206 24,186,206
Investment properties (c) 2,400,000 2,400,000
17,186,400 41,907.564 26,586,206 85,680,170

(a) The fair values of Level 2 financial instruments are determined using available prices where trading does not occur in an active market.

(b) There is no quantitative information. Fair value has been determined by using valuation techniques. Such techniques include using recent arm's length market transactions; net asset backing; reference to the current market value of another instrument that is substantially the same and discounted cash flow analysis.

(c) The fair value has been determined based on an independent valuation prepared by JLL Hotels & Hospitality Group.

Reconciliation of Level 3 fair value movements:

31 Dec 2018
S
19,602,318
13,044,422
(2.063,780)
(834,314)
(300,000)
29,448.646

(a) Unrealised losses recognised in statement of financial performance attributable to assets held at the end of the reporting period

$(1,953,241)$ 1,649,847

(b) The investments in Eildon Debt Fund were eliminated on consolidation as Eildon Debt Fund entered into CVC on 8 August 2019. Refer to Note 8.2.

NOTE 11: INCOME AND EXPENSE

This note provides a breakdown of the items included in the statement of financial performance.

31 Dec 2019 31 Dec 2018
S \$
Profit from development properties
Contract revenue 19,034,389
Sale of land 1,793,400 11,809,853
1,793,400 30,844,242
Net loss from equity investments
Net loss on financial assets at fair value through profit or loss 2,509,579 13,239,803
Dividends from related entities (740,069)
Dividends from unrelated entities (133.203) (771, 614)
Fee from unrelated entities (243, 116) (97, 912)
Impairment recovery of investment in associate entity (478, 397)
Impairment of investments in associated entities 1,092,153 1,574,694
2,747,016 13,204,902
Impairment of financial assets at amortised cost
Impairment of loans to associated entities 1,630,574
Impairment of loans to other entities 474,000
2,104,574
Other overhead and administration fees
Depreciation expenses 376,502 44,859
Lease expenses 32,107 291.411
Insurance expenses 118,974 94,244
Legal fees 217,624 181,562
Change in fair value of investment property 21,779 5,352
Impairment of property, plant and equipment 145,795
Other expenses 1,083,268 1,028,695
1.996,049 1,646,123

NOTE 12: SUBSEQUENT EVENTS

There are no other matters or circumstances that have arisen since the end of the financial period which significantly affected or may significantly affect the operations of CVC, the results of those operations or the state of affairs of CVC in the financial period subsequent to 31 December 2019.

NOTE 13: CONTINGENT LIABILITIES

During the period, CVC entered into a purchase agreement for a commercial site at Marsden Park, New South Wales. Completion of the contract is conditional upon obtaining the Acceptable Development Consent. Once the condition is met, the amount payable for the purchase is approximately \$8 million.

NOTE 14: CHANGES IN ACCOUNTING POLICIES

CVC has adopted AASB 16 Leases from 1 July 2019, but has not restated comparatives for the 2019 reporting period, as permitted under the specific transition provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 July 2019.

CVC's leasing activities and how these are accounted for $(a)$

CVC leases various offices and equipment. Rental contracts are typically made for fixed periods of 4 years to 7 years, without any extension options.

Contracts may contain both lease and non-lease components. CVC allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.

Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes.

Until the 2019 financial year, leases of property, plant and equipment were classified as either finance leases or operating leases. From 1 July 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by CVC.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less any lease incentives receivable
  • variable lease payment that are based on an index or a rate, initially measured using the index or rate as at the commencement date
  • amounts expected to be payable by CVC under residual value guarantees
  • the exercise price of a purchase option if CVC is reasonably certain to exercise that option, and
  • payments of penalties for terminating the lease, if the lease term reflects CVC exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in CVC, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

To determine the incremental borrowing rate, CVC uses recent third-party financing received as a starting point, adjusted to reflect changes in financing conditions since third party financing was received.

Lease payments are allocated between principal and finance cost. The finance cost is charged to statement of financial performance over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Right-of-use assets are measured at cost comprising the following:

  • the amount of the initial measurement of lease liability
  • any lease payments made at or before the commencement date less any lease incentives received
  • any initial direct costs, and
  • restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Payments associated with short-term leases of office are recognised on a straight-line basis as an expense in statement of financial performance. Short-term leases are leases with a lease term of 12 months or less.

NOTE 14: CHANGES IN ACCOUNTING POLICIES (CONT.)

$(b)$ Impact of adoption

On adoption of AASB 16, CVC recognised lease liabilities and associated right-of-use assets in relation to leases which had previously been classified as 'operating leases' under the principles of AASB 117 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 July 2019. The weighted average lessee's incremental borrowing rate applied to the lease liabilities on 1 July 2019 was 4%.

Practical expedients applied $(c)$

In applying AASB 16 for the first time, CVC has used the following practical expedients permitted by the standard: - applying a single discount rate to a portfolio of leases with reasonably similar characteristics

  • relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review. There were no onerous contracts as at 1 July 2019.

  • accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-term leases - excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application, and

  • using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

$(d)$ Measurement of lease liabilities

Below is a reconciliation between the operating lease commitments reported as at 30 June 2019 and lease liabilities recognised under AASB16 Leases on 1 July 2019. 3010

2,850,836
Current lease liabilities
Non-current lease liabilities
624.152
2.226,684
Of which are:
Lease liability recognised as at 1 July 2019 2.850,836
Contracts reassessed as lease contracts
Adjustments relating to changes in the CVC's incremental borrowing rate
107,865
Operating lease commitments disclosed as at 30 June 2019
Discounted using the lessee's incremental borrowing rate of at the date of initial application
Add -
3.056.925
2.694,775
48.196
2013
£

Adjustments recognised in the condensed consolidated statement of financial position on 1 July 2019 $(e)$

The change in accounting policy affected the following items in the condensed consolidated statement of financial position on 1 July 2019:

  • right-of-use assets - increase by \$2,850,836

  • lease liabilities - increase by $$2,850,836$

There was no impact on retained earnings on 1 July 2019 as CVC has used the practical expedients permitted by the standard. Refer to Note 14(c).

NOTE 14: CHANGES IN ACCOUNTING POLICIES (CONT.)

Amounts recognised in condensed consolidated statement of financial position
(f)
31 Dec 2019 1 Jul 2019
\$ \$
Right-of-use assets
Buildings
2,965,323 2,789,872
Equipment 48,508 60,964
3.013,831 2,850,836
Lease liabilities 708,228 624.152
Current
Non-current
2,243,342 2,226,684
2,951,570 2,850.836

Additions to the right-of-use assets during the half year ended 31 December 2019 were \$490,705 and the total cash outflow for leases was \$392,572.

Amounts recognised in condensed consolidated statement of financial performance $(g)$

31 Dec 2019
S
31 Dec 2018
\$
Depreciation charge of right-of-use assets
Buildings 315.254
Equipment 12.456 ۰
327.710
Interest expense (included in finance cost) 2,602
Expense relating to short-term leases (included in other overhead and
administration fees)
32,107

$(h)$ Lessor accounting

CVC did not need to make any adjustments to the accounting for assets held as lessor under operating leases as a result of the adoption of AASB 16.

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 22, are in accordance with the Corporations Act $(a)$ 2001 including:
  • giving a true and fair view of the consolidated entity's financial position as at 31 December 2019 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 Regulations $(ii)$ 2001.

NREAD

ctor

there are reasonable grounds to believe that CVC Limited will be able to pay its debts as when they become due $(b)$ and payable.

Dated at Sydney 25 February 2020.

Signed in accordance with a resolution of the board of directors.

MARK AVER

Director

$23$

Auditor's Independence Declaration

As lead auditor for the review of the financial report of CVC Limited for the half-year ended 31 December 2019, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

  • (a) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
  • (b) any applicable code of professional conduct in relation to the review.

This declaration is in respect of CVC Limited and the entities it controlled during the period.

Sydney, NSW N J Guest 25 February 2020 Partner

24

Independent Auditor's Review Report to the Members of CVC Limited

Report on the Half-Year Financial Report

We have reviewed the accompanying half-year financial report of CVC Limited ("the company") which comprises the condensed consolidated statement of financial position as at 31 December 2019, the condensed consolidated statement of profit or loss and other comprehensive income, the condensed consolidated statement of changes in equity and the condensed consolidated statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory notes, and the directors' declaration, for the consolidated entity comprising the company and the entities it controlled at the half-year end or from time to time during the half-year.

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 CVC Limited is not in accordance with the Corporations Act 2001 including:

  • (a) giving a true and fair view of the consolidated entity's financial position as at 31 December 2019 and of its performance for the half-year ended on that date; and
  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Directors' Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

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 a 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 half-year 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 2019 and its performance for the halfyear ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of the company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

25

Auditor's Responsibility (Continued)

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

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

HLB Mann Judd N J Guest Chartered Accountants Partner

Sydney, NSW 25 February 2020