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CVC LIMITED Interim / Quarterly Report 2021

Feb 22, 2021

64728_rns_2021-02-22_6ad77f80-292b-495b-87db-cc82332dbf34.pdf

Interim / Quarterly Report

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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 2020 31 December 2019
Results
Income from ordinary activities up 257.5% to 36,739,219
Profit before tax n/a n/a to 26,431,262
Profit after tax attributable to members n/a n/a to 15,678,973
Net profit attributable to members n/a n/a to 15,678,973

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

Dividends (distributions)

Amount per security Franked amount per
security
Interim dividend 3.0 cents 3.0 cents

Information on dividends:

On 18 January 2021 the directors resolved to pay an interim dividend of 3 cents per share, fully franked, payable on 8 February 2021.

As previously advised the Dividend Reinvestment Plan has been suspended until further notice. As a result, the Dividend Reinvestment Plan will not be in operation.

Ex-Dividend date for the purpose of receiving the dividend 21 January 2021
Record date for determining entitlements to the dividend 22 January 2021
Payment Date 8 February 2021

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 2020 31 December 2019
Net tangible assets per ordinary security \$1.52 \$1.37
Note: Net tangible assets exclude "right-of-use 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.

RESULTS ANNOUNCEMENT FOR THE

6 MONTHS ENDED 31 December 2020

RESULTS SUMMARY:

The first half of FY2021 has seen a return to profitability for CVC, with net profit after tax to shareholders of \$15.7 million in the period (2019: net loss to shareholders of \$2.7 million prior comparison period). This result follows a period of simplification and rationalisation within the business which has led to fewer investments over less asset classes.

SEGMENT COMMENTARY:

The contributions to the profit for the half year are summarised as follows:

Underlying Results
1H FY2021 1H FY2020
Net profit/(loss) after tax to
shareholders
\$15.7 m (\$2.7 m)
Comprises:
Direct property \$0.5 m \$0.6 m
Property backed lending \$6.0 m \$3.1 m
Funds management \$10.2 m \$1.2 m
Commercial debt and alternatives \$0.4 m (\$0.4 m)
Equity investments \$11.4 m (\$2.3 m)
Convertible note interest (\$1.5 m) (\$1.9 m)
Overhead costs (\$3.4 m) (\$3.5 m)
Restructure costs - (\$1.1 m)
Tax effect (\$7.9 m) \$1.6 m
Net profit/(loss) after tax \$15.7 m (\$2.7 m)

CVC's exposure to property debt has increased over the period as proceeds of share sales have been redirected primarily to this segment, generating a return of \$6.0m (2019: \$3.1m) for the period. We continue to see this as a segment of activity for the business as income returns are attractive when assessed against the risks of investment.

During the period CVC sold the Marsden Park neighbourhood shopping, medical and childcare centre on a fund through basis. Construction of this project is forecast to be completed in H1 FY2022. CVC also completed the settlement of the first stage of an acquisition of a similar neighbourhood centre development in Werribee, Victoria. This project is progressing well and development is forecast to commence in H1 FY2022 and is forecast to roll out over a 24 month period.

The major property projects of Caboolture, Marsden Park, Donnybrook, East Bentleigh and Liverpool continue to progress through either planning outcomes or development. As each project achieves an outcome, they are expected to deliver substantial value to shareholders over the short to long term.

CVC has continued to reduce the number of individual equity investment holdings, with the continued focus to only hold a core portfolio of high conviction investments. The contribution of \$11.4m (2019: loss of \$2.3m) generated by the equity investments segment is primarily attributed to the increase in value of Cyclopharm Limited (ASX: CYC) which individually contributed \$7.4m. The number of listed investments continues to be reduced, with 6 currently held which is down from 12 at 30 June 2020. Realised profits were generated from the sale of listed equities totalled \$2.2m.

The funds management segment delivered a contribution of \$10.2m (2019: \$1.2m) with has primarily been attributed to the increase in value of CVC Emerging Companies Fund of \$9.0m following the successful listing of a number of its portfolio investments during the period. During the period CVC also transferred its ownership of the property manager, Eildon Funds Management Limited, into ASX listed Eildon Capital Group (ASX: EDC).

DIVIDENDS AND FORECAST RESULTS

CVC remains committed to paying dividends in line with the realised profitability of the company. Notwithstanding that the result for the period has predominantly been generated as a result of unrealised increases in the value of equity investments, CVC considered it appropriate to pay a 3 cents per share fully franked dividend on 8 February 2021.

As the operations of CVC are transactional in nature it is not possible to forecast a likely result for FY2021 and similarly it is not appropriate to estimate what full year end dividend could be paid until the period completes.

CVC has periodically purchased shares and notes under its buy back schemes, dependant on price. The Board will continue to assess opportunities to purchase shares and notes where appropriate having regard to cash available, investment opportunities and the prevailing price of both the note and shares.

Mark Avery Director 23 February 2021

CVC LIMITED AND ITS CONTROLLED ENTITIES

HALF-YEAR FINANCIAL REPORT

For the half-year ended 31 December 2020

ACN 002 700 361

COMPANY PARTICULARS

CVC LIMITED

ACN 002 700 361

DIRECTORS

Mark Avery Alexander Rapajic-Leaver Ian Campbell

SECRETARY

John Hunter

PRINCIPAL AND REGISTERED OFFICE

Suite 4, Level 40 Governor Phillip Tower 1 Farrer 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

Pitcher Partners Sydney Level 16, Tower 2 Darling Park 201 Sussex Street, Sydney NSW 2000

BANKERS

Westpac Banking Corporation

STOCK EXCHANGE LISTING

Australian Securities Exchange Limited

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE FOR THE HALF-YEAR ENDED 31 December 2020

Notes
31 Dec 2020 31 Dec 2019
\$ \$
INCOME
Net profit from property development activities
12 1,354,037 113,452
Net profit from financial assets at fair value through profit or
loss 12 14,864,542 -
Interest income 9,429,328 6,892,585
Management fee income 1,877,882 769,008
Other income 12 1,099,417 232,504
──────── ────────
Total income 28,625,206
────────
8,007,549
────────
Equity accounted profits
Share of net profit of associates 5 8,114,013 2,270,397
EXPENSES
Net loss from financial assets at fair value through profit or
loss 12 - 2,747,016
Employee costs 1,673,988 2,574,138
Finance costs 3,251,605 3,236,223
Impairment of financial assets at amortised cost 12 2,077,847 2,104,574
Management and consultancy fees 1,590,067 669,825
Overhead expenses 12 1,714,450 1,974,270
Total expenses ────────
10,307,957
────────
13,306,046
Profit/(loss) before related income tax expense ────────
26,431,262
────────
(3,028,100)
Income tax (expense)/benefit 2 (7,921,459) 1,626,473
Net profit/(loss) for the half-year ────────
18,509,803
────────
(1,401,627)
Net profit/(loss) attributable to:
Members of the parent entity 15,678,973 (2,672,818)
Non-controlling interest 2,830,830 1,271,191
Net profit/(loss) for the half-year ────────
18,509,803
────────
(1,401,627)
════════ ════════
Basic and diluted earnings per share 4 13.39
════════
(2.27)
════════
Other comprehensive income for the half-year, net of tax - -
Total comprehensive income/(loss) for the half-year ────────
18,509,803
────────
(1,401,627)
════════ ════════
Total comprehensive income/(loss) for the half-year is attributable to:
Members of the parent entity 15,678,973 (2,672,818)
Non-controlling interest 2,830,830
────────
1,271,191
────────
18,509,803 (1,401,627)

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 2020

Notes 31 Dec 2020 30 Jun 2020
\$ \$
CURRENT ASSETS
Cash and cash equivalents 37,707,277 22,625,871
Financial assets at amortised cost 120,929,991 84,993,405
Financial assets at fair value through profit or loss 11 - 27,423,831
Contract asset 241,437 -
Inventories 379,287 1,425,803
Other assets 1,752,657 1,987,556
Current tax assets -
────────
133,307
─────────
Total current assets 161,010,649
────────
138,589,773
─────────
NON-CURRENT ASSETS
Financial assets at amortised cost 28,588,016 65,494,103
Financial assets at fair value through profit or loss 11 38,928,598 6,581,920
Inventories 29,644,269 34,121,095
Investments accounted for using the equity method 5 42,808,491 37,379,060
Property, plant and equipment 235,285 168,404
Intangible assets 6 1,570,000 1,570,000
Right-of-use assets 15 2,838,495 401,080
Investment properties 11 26,080,000 26,300,000
Other assets 15,992,476 15,860,883
Deferred tax assets - 5,782,676
Total non-current assets ────────
186,685,630
─────────
193,659,221
TOTAL ASSETS ────────
347,696,279
─────────
332,248,994
CURRENT LIABILITIES ──────── ─────────
Trade and other payables 3,950,659 10,415,969
Contract liabilities 734,132 916,175
Interest bearing loans and borrowings 7 27,207,109 4,729,164
Lease liabilities 559,767 107,217
Employee benefits 698,344 587,695
Current tax liabilities 2,833,946 31,667
Total current liabilities ────────
35,983,957
─────────
16,787,887
NON-CURRENT LIABILITIES ──────── ─────────
Interest bearing loans and borrowings 7 67,773,750 92,440,760
Lease liabilities 2,352,952 293,800
Deferred tax liabilities 5,628,177 6,686,049
Total non-current liabilities ────────
75,754,879
─────────
99,420,609
TOTAL LIABILITIES ────────
111,738,836
─────────
116,208,496
NET ASSETS ────────
235,957,443
─────────
216,040,498
════════ ═════════
EQUITY
Contributed equity 8 97,256,127 98,096,404
Other equity 1,881,405 1,881,405
Retained profits
Other reserves
83,816,857
(572,475)
68,137,884
(433,655)
──────── ─────────
Parent entity interest 182,381,914 167,682,038
Non-controlling interest 53,575,529
────────
48,358,460
TOTAL EQUITY 235,957,443 ─────────
216,040,498
════════ ═════════

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

CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 December 2020

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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 CHANGES IN EQUITY FOR THE HALF-YEAR ENDED 31 December 2020

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CVC LIMITED & CONTROLLED ENTITIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF-YEAR ENDED 31 December 2020

31 Dec 2020 31 Dec 2019
\$ \$
CASH FLOWS FROM OPERATING ACTIVITIES
Cash receipts in the course of operations 3,205,792 1,745,804
Cash payments in the course of operations (6,324,132) (10,015,265)
Cash receipts for land held for resale 3,907,852 1,972,740
Cash payment for land held for resale (6,593,842) (1,285,094)
Proceeds on disposal of equity investments 20,079,316 34,872,527
Payments for equity investments (18,387,554) (14,056,447)
Proceeds for construction contract 2,926,263 65,044
Payment for construction contract (2,354,638) (929,433)
Loans provided (32,386,210) (74,743,583)
Loans repaid 40,621,537 49,826,253
Interest received 8,022,770 4,544,565
Interest paid (1,488,584) (1,489,333)
Dividends received 3,841,687 1,472,029
Income taxes paid (260,324) (325,039)
Net cash flows provided by/(used in) operating activities ────────
14,809,933
────────
(8,345,232)
CASH FLOWS FROM INVESTING ACTIVITIES ──────── ────────
Payments for development of investment properties - (21,779)
Payments for property, plant and equipment (111,801) (4,065)
Acquisition of subsidiaries, net of cash acquired - (1,049,372)
Net cash flows used in investing activities ────────
(111,801)
────────
────────
(1,075,216)
────────
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of borrowings
Proceeds from borrowings
(500,600)
3,663,750
(669,100)
1,167,684
Transactions with non-controlling interests 4,553,816 648,965
Dividends paid (56,307) (8,854,120)
Distribution to non-controlling interest (3,244,072) (2,729,302)
Payments for shares bought back (840,969) (486,148)
Payments for convertible note bought back (3,192,344) -
Net cash flows provided by/(used in) financing activities ────────
383,274
────────
(10,922,021)
──────── ────────
Net increase/(decrease) in cash held 15,081,406 (20,342,469)
Cash at the beginning of the half-year 22,625,871
────────
57,157,737
────────
CASH AT THE END OF THE HALF-YEAR 37,707,277 36,815,268

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. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 "Interim Financial Reporting".

This interim financial report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2020 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.

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

Rounding of amounts

CVC is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and Investments Commission, relating to "rounding-off". Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar unless otherwise stated.

31 Dec 2020 31 Dec 2019
\$ \$
NOTE 2: INCOME TAX EXPENSE
Accounting profit/(loss) before income tax 26,431,262
────────
(3,028,100)
────────
Income tax expense/(benefit):
Prima facie income tax benefit at 30% on profit before income tax 7,929,379 (908,430)
Increase in income tax expense due to:
Sundry items 184,202 32,206
Trust losses not deductible 171,271 -
Decrease in income tax expense due to:
Franked dividends received (53,207) (273,856)
Trust profits not assessable (87,030) (163,267)
Tax losses recouped (43,145) -
Deferred tax balances not recognised (150,200) (262,075)
────────
7,951,270
────────
(1,575,422)
Adjustment in respect of current income tax of previous years (29,811) (51,051)
Income tax expense/(benefit) for the half-year ────────
7,921,459
────────
(1,626,473)
════════ ════════

NOTE 3: DIVIDENDS

Since the end of the period, the directors have determined to pay an interim dividend in respect of the half-year ended 31 December 2020 of 3 cents per share, fully franked, paid on 8 February 2021.

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

31 Dec 2020 31 Dec 2019
Basic and diluted earnings per share Cents Cents
Basic and diluted earnings per share attributable to the members of the
parent entity
13.39
════════
(2.27)
════════
\$ \$
Reconciliation of earnings used in calculation of earnings per share:
Profit/(loss) after income tax 18,509,803 (1,401,627)
Less: non-controlling interest 2,830,830 1,271,191
Net profit/(loss) attributable to members of the parent entity ────────
15,678,973
════════
────────
(2,672,818)
════════
Number of Shares
Weighted average number of ordinary shares – Basic and diluted 117,101,602 117,588,004
NOTE 5: INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
31 Dec 2020 30 Jun 2020
\$ \$
Equity accounted interests in joint ventures 5,601,686 6,426,413
Equity accounted shares in other associated entities 37,206,805 30,952,647
───────
────────
42,808,491
37,379,060
════════ ════════

Number of shares on issue at the end of the half-year 116,836,772 117,467,321

════════ ════════

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
2020
June
2020
Dec 2020 June 2020 Dec 2020 Dec 2019
% % \$ \$ \$ \$
Associated entities
79 Logan Road Trust (a) n/a n/a - - - 1,599,946
Australian Invoice Finance Limited - 44.1 - 842,861 (122,704) (315,788)
Bigstone Capital Pty Limited 34.0 34.0 - - - (288,002)
BioPower Systems Pty Limited 25.1 25.1 - - - -
Burnley Maltings Pty Ltd 32.2 32.2 3,230,571 3,340,762 (110,121) -
Causeway Income Partners Limited (b) n/a 50.0 - - - -
Cedar and Stone Pty Ltd 40.7 41.3 - - - (61,893)
Cravenda Pty Ltd 48.3 48.3 60 60 - -
Cravenda Unit Trust 48.3 48.3 60 60 - -
CVC Emerging Companies Fund 22.3 22.3 20,511,676 9,851,602 9,048,963 115,235
CVC Emerging Companies IM Pty Ltd (b) 50.0 50.0 64,163 44,747 19,416 6,536
Donnybrook JV Pty Ltd 49.0 49.0 7,365,186 7,222,433 (53,247) (51,394)
Eildon Capital Group (a) n/a n/a - - - 1,339,360
Eildon Funds Management Limited n/a n/a - - - 11,074
JAK Contributory Mortgage Fund Loan
Trust No 3 - 20.8 - 5,000,000 114,863 291,849
JAK Contributory Mortgage Fund Loan
Trust No 8 20.6 - 1,546,354 - 83,686 -
JAK Investment Group Pty Ltd - 40.0 - 126,391 (3,281) (13,540)
LC Menangle Unit Trust (b) 50.0 50.0 176,414 172,575 - -
Lewcorp Properties Pty Ltd 20.0 20.0 475,985 632,832 (156,846) (67,598)
Mooloolaba Wharf Holding Company Pty 50.0 50.0 3,621,434 3,472,317 149,116 (137,636)
Limited (b)
The Kingsgrove (Vanessa Road) Unit Trust - - - - - 520,994
The Maroochydore Medical Centre Facility 50.0 50.0 50 50 - -
Unit Trust (b)
Turrella Property Pty Ltd 32.5 32.5 - - - -
Turrella Property Unit Trust 32.5 32.5 214,852 245,957 (31,105) 2,337
Urban Properties Cairns Pty Limited 20.0 20.0 - - - -
Urban Properties Centenary Pty Limited 20.0 20.0 - - - -
US Residential Fund n/a 22.2 - - - -
Joint Ventures
MAKE 246 EBRB Pty Ltd (b) 50.0 50.0 - - -
MAKE EBRB Dev Nominee Pty Ltd (b) 50.0 50.0 5,489,935 6,311,282 (821,347) (681,083)
JAK Mickleham Road Pty Ltd and North
Victorian Buddhist Association Inc Joint 50.0 50.0 111,751 115,131 (3,380) -
Venture (b)
───────
42,808,491
───────
37,379,060
───────
8,114,013
───────
2,270,397

(a) During the 2020 financial year, 79 Logan Road Trust, Eildon Capital Group and Eildon Funds Management Limited became controlled entities of CVC.

═══════ ═══════ ═══════ ═══════

(b) Causeway Income Partners Limited, CVC Emerging Companies IM Pty Ltd, LC Menangle Unit Trust, 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 and North Victorian Buddhist Association Inc Joint Venture 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.

31 Dec 2020
\$
30 Jun 2020
\$
NOTE 6: INTANGIBLE ASSETS
Goodwill 1,570,000
════════
1,570,000
════════
Reconciliations:
Carrying amount at the beginning of the period
Acquisition of business
Impairment of goodwill
1,570,000
-
-
────────
-
2,946,006
(1,376,006)
────────
Carrying amount at the end of the period 1,570,000
════════
1,570,000
════════

The goodwill is attributable to the acquisition of the funds management business in Eildon Funds Management Limited. The recoverable amount is supported by an independent valuation prepared by Grant Thornton Australia Ltd on 8 October 2020.

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

  • Discount cash flow model: growth rate 2.5% and discount rate 9.5% -10.5%;
  • Earnings before interest and taxes multiple: 4.3 5.7x;
  • Funds under management: 1.7% 2.3%

The goodwill is not deductible for tax purpose.

NOTE 7: INTEREST BEARING LOANS AND BORROWINGS

Current
Secured loans
Unsecured loan from associated entity
17,620,715
9,586,394
4,729,164
-
──────── 27,207,109 ────────
4,729,164
Non-current ════════ ════════
Secured loans 15,792,617 28,041,076
Unsecured loan from associated entity - 9,581,805
Convertible notes ──────── 51,981,133 54,817,879
────────
════════ 67,773,750 92,440,760
════════
31 Dec 2020 31 Dec 2019
Number \$ Number \$
NOTE 8: CONTRIBUTED EQUITY
Issued and paid-up ordinary share capital
Balance at the beginning and end of the half-year 117,357,320 98,096,404 117,690,259 98,768,308
Shares bought back (520,548) (838,665) (222,938) (484,822)
Share buyback transaction costs - (2,304) - (1,326)
Income tax on buyback transaction costs - 692 - 399
Balance at the beginning and end of the half-year ───────
116,836,772
═══════
───────
97,256,127
═══════
───────
117,467,321
═══════
───────
98,282,559
═══════

NOTE 9: BUSINESS COMBINATION

9.1 Eildon Funds Management Limited

Internalisation of Eildon Funds Management Limited

On 17 November 2020, CVC sold 100% of Eildon Funds Management Limited and its controlled entities ("EFM") to one of its subsidiary Eildon Capital Group ("EDC"). As CVC has an existing holding of 45.53% of the equity in EDC, CVC continues to have an indirect interest in EFM after the transaction. As a result, CVC decreased its holding in EFM by 54.47%. Even though CVC holds less than half of the voting rights of EFM, EFM continues to be considered a subsidiary of CVC because it is held by CVC's subsidiary, EDC.

Acquisition of Eildon Funds Management Limited

On 8 August 2019, CVC acquired 60% of 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.

For the period from acquisition to 31 December 2019, 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.

NOTE 9: BUSINESS COMBINATION (CONTD.)

9.2 Eildon Debt Fund

CVC is deemed to have acquired 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 interests of all investors.
  • The investors' rights to remove the fund manager are protective as they are excisable only when EIS is in default.
  • 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.

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 31 December 2019, 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 9: BUSINESS COMBINATION (CONT.)

9.3 Other immaterial business combinations

A summary of the acquisition in the period ending 31 December 2019 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 31 December 2019, 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 2020.

NOTE 10: SEGMENT REPORTING

The information by business segments are as follows:

Co
ial
mm
erc
ck
ed
Pro
Ba
rty
nd
Fu
s
Eq
uit
De
bt
d
an
Al
tiv
ter
na
e
oll
ed
Co
ntr
Di
t P
ert
rec
rop
y
\$
'00
0's
pe
Le
nd
ing
\$
'00
0's
Ma
t
na
gem
en
\$
'00
0's
y
Inv
est
nts
me
\$
'00
0's
As
set
s
\$
'00
0's
Eli
mi
tio
na
ns
\$
'00
0's
Co
oli
da
ted
ns
\$
'00
0's
ber
31
De
20
20:
cem
Re
ven
ue
s:
To
tal
for
ble
rta
ent
re
ven
ue
re
po
se
gm
s
126
3,
8,
211
4,
812
11,
370
508 - 28,
027
Int
nt
er-
seg
me
rev
enu
e
1,
622
──
──
──
-
──
──
──
4,
892
──
──
──
-
──
──
──
-
──
──
──
(6,
)
514
──
──
──
-
──
──
──
Un
allo
ed
cat
nts
am
ou
:
Co
e in
in
rat
ter
est
rpo
com
e
81
Co
e in
rat
rpo
com
e
517
──
──
──
Co
lid
d r
ate
nso
eve
nu
e
28,
625
Eq
ted
uit
in
y a
cco
un
com
e
(1,
)
027
══
══
══
══
199
══
══
══
══
8,
942
══
══
══
══
-
══
══
══
══
-
══
══
══
══
-
══
══
══
══
══
══
══
══

8,
114
══
══
══
══
sul
Re
ts:
ofi
t fo
To
tal
ble
rta
ent
r re
po
se
pr
gm
s
690
──
──
──
8,
642
──
──
──
10,
173
──
──
──
11,
370
──
──
──
424
──
──
──
-
──
──
──
31,
299
──
──
──
Un
allo
ed
cat
nts
rat
am
ou
: co
rpo
e e
xp
ens
es

(4,
)
868
Co
lid
d p
rof
it b
efo
ate
tax
nso
re
──
──
──

26,
431
══
══
══
══

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.

NOTE 10: SEGMENT REPORTING (CONT.)

ial
Co
mm
erc
bt
d
De
an
Pro
Ba
ck
ed
rty
pe
Fu
nd
s
Eq
uit
y
Al
tiv
ter
na
e
Co
oll
ed
ntr
Di t P
ert
rec
rop
y
nd
Le
ing
Ma
t
na
gem
en
Inv
est
nts
me
As
set
s
Eli
mi
tio
na
ns
oli
da
ted
Co
ns
31
De
ber
20
19:
cem
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
Re
ven
ue
s:
tal
for
ble
To
rta
ent
re
ven
ue
re
po
se
gm
s
243 5,
715
1,
024
- 690 - 7,
672
Int
nt
er-
seg
me
rev
enu
e
780 - 6,
211
- - (
)
6,
991
-
Un
allo
ed
cat
nts
am
ou
:
──
──
──
──
──
──
──
──
──
──
──
──
──
──
──
──
──
──
──
──
──
Co
e in
in
rat
ter
est
rpo
com
e
240
Co
e in
rat
rpo
com
e
96
lid
d r
Co
ate
nso
eve
nu
e
──
──
──

8,
008
Eq
uit
ted
in
y a
cco
un
com
e
1,
185
292 855 (
62)
- - ══
══
══
══

2,
270
sul
Re
ts:
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
══
tal
ofi
t fo
ble
To
rta
ent
pr
r re
po
se
gm
s
249
──
──
──
4,
737
──
──
──
1,
171
──
──
──
(
2,
295
)
──
──
──
(
)
441
──
──
──
-
──
──
──
3,
421
──
──
──
Un
allo
ed
cat
nts
rat
am
ou
: co
rpo
e e
xp
ens
es

(
6,
449
)
──
──
──
lid
d l
be
for
Co
ate
e ta
nso
oss
x
(
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.

NOTE 10: SEGMENT REPORTING (CONT.)

Di
t P
ert
rec
rop
y
Inv
est
nts
me
cke
d
Pro
Ba
rty
pe
nd
ing
Le
nd
Fu
s
Ma
t
na
gem
en
Eq
uit
Inv
est
nts
y
me
ial
eb
Co
D
t
erc
mm
d A
lte
tiv
an
rna
e
As
set
s
Eli
mi
tio
na
ns
lid
d
Co
ate
nso
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
\$
'00
0's
ber
31
De
20
20:
cem
As
set
s:
Seg
nt
ets
me
ass
604
97,
──
──
──
135
005
,
──
──
──
304
28,
──
──
──
35,
386
──
──
──
7,
786
──
──
──
-
──
──
──
304
085
,
──
──
──
Un
allo
ed
cat
nts
am
ou
:
Ca
sh
d c
ash
ale
uiv
nts
an
eq
37,
707
Ot
he
ts
r a
sse
5,
904
──
──
──
To
tal
set
as
s
347
696
,
══
══
══
══
Lia
bil
itie
s:
Seg
liab
ilit
ies
nt
me
32,
877
──
──
──
11,
819
──
──
──
-
──
──
──
-
──
──
──
-
──
──
──
-
──
──
──
44,
696
──
──
──
Un
allo
ed
cat
nts
am
ou
:
Ot
he
r li
abi
liti
es
67,
043
──
──
──
To
tal
lia
bil
itie
s
111
739
,
══
══
══
══
30
Jun
e 2
020
:
As
set
s:
Seg
nt
ets
me
ass
100
,47
7
──
──
──
135
,94
5
──
──
──
23,
971
──
──
──
34,
108
──
──
──
6,4
36
──
──
──
-
──
──
──
300
,93
7
──
──
──
Un
allo
ed
cat
nts
am
ou
:

626
Ca
sh
d c
ash
ale
uiv
nts
an
eq
Ot
he
ts
r a
sse
22,
8,6
86
──
──
──
──
──
tal
To
set
as
s
332
,24
9
──
──
──
──
──
Lia
bil
itie
s:
liab
ilit
Seg
ies
nt
me
38,
348
──
──
──
11,
920
──
──
──
-
──
──
──
-
──
──
──
-
──
──
──
-
──
──
──
50,
268
──
──
──
Un
allo
ed
cat
nts
am
ou
:
Ot
he
r li
abi
liti
es 65,
940
──
──
──
tal
lia
bil
To
itie
s
116
208
,

NOTE 11: FAIR VALUE MEASUREMENTS

Fair value reflects the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Quoted prices or rates are used to determine fair value where an active market exists. If the market for an asset is not active, fair values are estimated using valuation techniques, based on market conditions prevailing at the measurement date. Such techniques include using recent arm's length market transactions; net asset backing; reference to current market value of another instrument that is substantially the same and discounted cash flow analysis.

The fair value of liquid assets maturing within three months are approximate to their carrying amounts. This assumption is applied to liquid assets and the short-term portion of all other financial assets and financial liabilities. Judgements and estimates were made in determining the fair values of certain 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.

Quoted market
price
Valuation
technique – market
Valuation
technique – non
Total
\$
394,938 28,353,851 - 28,748,789
- - 10,179,809 10,179,809
- - 26,080,000 26,080,000
─────────────
394,938 28,353,851 36,259,809 65,008,598
═════════════
1,387,110 26,036,721 - 27,423,831
6,581,920
- - 26,300,000 26,300,000
1,387,110 26,036,721 32,881,920 ────────
60,305,751
═════════════
(Level 1)
\$
─────────────
═════════════
-
─────────
═════════════
observable inputs
(Level 2) (a)
\$
─────────────
═════════════
-
─────────
═════════════
market observable
inputs (Level 3)
\$
─────────────
═════════════
6,581,920
─────────
═════════════

NOTE 11: FAIR VALUE MEASUREMENTS (CONT.)

Reconciliation of Level 3 fair value movements:

31 Dec 2020 31 Dec 2019
\$ \$
Opening balance at the beginning of the period 32,881,920 26,586,206
Purchases 4,437,027 741,640
Sales - (1,723,986)
Capital return (473,708) -
Losses recognised in other income (a) (585,430) (1,957,718)
Transfer out of Level 3 to Level 1 (b) - (250,000)
Transfer out of Level 3 (c) -
────────────
(11,775,395)
────────────
Closing balance at the end of the period 36,259,809
════════════
11,620,747
════════════
(a) Unrealised losses recognised in statement of financial performance
attributable to assets held at the end of the reporting period
(585,430) (1,953,241)
  • (b) The equity investment was reclassified to level 1 when it listed on ASX during the period.
  • (c) The equity investments held by CVC in Eildon Debt Fund was reclassified to loans at the time that it became a controlled entity of CVC on 8 August 2019. Refer Note 9.2

The fair value of Level 2 financial assets at fair value through profit or loss has been determined using available market price information, such as last trade price, where trading does not occur in an active market.

The fair value of Level 3 assets has been determined as follows:

  • (a) Financial assets at fair value through profit or loss with reference to valuation techniques, including: - recent arm's length market transactions; and
  • net asset backing.
  • (b) Investment properties independent valuation.

Sensitivity analysis

The table below shows the pre-tax sensitivity of a 10% change in value as a reasonable possible alternative assumption for Level 3 assets whose fair values are determined in whole or in part using unobservable inputs.

Net profit/(loss) Equity increase/(decrease)
Dec 20 Jun 20 Dec 20 Jun 20
\$ \$ \$ \$
Shares in unlisted entities
Favourable changes 1,017,981 658,192 1,017,981 658,192
Unfavourable changes (1,017,981) (658,192) (1,017,981) (658,192)
Investment properties
Favourable changes 1,890,913 1,685,584 1,890,913 1,685,584
Unfavourable changes (1,867,748) (4,326,134) (1,867,748) (4,326,134)

Significant unobservable inputs

The following table contains information about the significant unobservable inputs used in Level 3 valuations, and the valuation techniques used to measure fair value. The range of values represent the highest and lowest input used in the valuation techniques. Therefore, the range does not reflect the level of uncertainty regarding a particular input, but rather the different underlying characteristics of the relevant assets.

Valuation Significant Range of Inputs
Techniques Unobservable Inputs Year Minimum Maximum
Shares in unlisted entities Net asset backing/
Recent arm's length
Value per security 2021 Down 10% Up 10%
market transactions 2020 Down 10% Up 10%
Investment properties Capitalisation of Capitalisation Rate 2021 5.3% 6.2%
income 2020 5.3% 6.8%

NOTE 12: INCOME AND EXPENSE

This note provides a breakdown of the items included in the statement of financial performance.
31 Dec 2020 31 Dec 2019
\$ \$
Profit from development properties
Sale of land 3,552,593 1,793,400
Cost of land sold (1,960,309) (1,658,169)
Change in fair value of investment property (238,247)
────────
(21,779)
────────
1,354,037
════════
113,452
════════
Other income
Rental income 945,498 118,852
All other income 153,919
────────
113,652
────────
1,099,417
════════
232,504
════════
Net profit/(loss) from financial assets at fair value through profit or loss
Net profit/(loss) on financial assets at fair value through profit or loss 14,135,736 (2,509,579)
Dividends 738,806 133,203
Fee income - 243,116
Impairment reversal of investment - 478,397
Impairment of investments (10,000)
────────
(1,092,153)
────────
14,864,542 (2,747,016)
Impairment of financial assets at amortised cost ════════ ════════
Impairment reversal of loans 1,140,903 -
Impairment of loans (3,218,750)
────────
(2,104,574)
────────
(2,077,847)
════════
(2,104,574)
════════
Other overhead and administration fees
Accounting fees 132,957 144,990
Depreciation expenses 326,105 376,502
Lease expenses - 32,107
Insurance expenses 173,806 118,974
Legal fees 110,724 217,624
Impairment of property, plant and equipment - 145,795
Other expenses 970,858
────────
938,278
────────
1,714,450 1,974,270
════════ ════════

NOTE 13: SUBSEQUENT EVENTS

Since the end of the period, the directors have determined to pay an interim dividend in respect of the half-year ended 31 December 2020 of 3 cents per share, fully franked, paid on 8 February 2021.

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 2020.

NOTE 14: CONTINGENT LIABILITIES

During the period, CVC entered into a purchase agreement for a commercial site at Werribee, Victoria. Completion of the contract is conditional upon obtaining the Registered Plan. Once the condition is met, the amount payable for the purchase is approximately \$11.4 million (30 June 2020: nil).

Level 16, Tower 2 Darling Park 201 Sussex Street Sydney NSW 2000

Postal Address GPO Box 1615 Sydney NSW 2001

p. +61 2 9221 2099 e. [email protected]

Auditor's Independence Declaration to the Directors of CVC Limited ABN 34 002 700 361

In relation to the independent auditor's review for the half-year ended 31 December 2020, to the best of my knowledge and belief there have been:

  • (i) no contraventions of the auditor independence requirements of the Corporations Act 2001; and
  • (ii) no contraventions of APES 110 Code of Ethics for Professional Accountants (including Independence Standards) ("the Code").

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

John Gavljak Partner

Pitcher Partners Sydney

23 February 2021

Adelaide Brisbane Melbourne Newcastle Perth Sydney

Pitcher Partners is an association of independent firms.

An independent New South Wales Partnership. ABN 17 795 780 962. Liability limited by a scheme approved under Professional Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities. pitcher.com.au

Level 16, Tower 2 Darling Park 201 Sussex Street Sydney NSW 2000

Postal Address GPO Box 1615 Sydney NSW 2001

p. +61 2 9221 2099 e. [email protected]

Independent Auditor's Review Report to the Members of CVC Limited ABN 34 002 700 361

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of CVC Limited ("the Company") and its controlled entities ("the Group"), which comprises the condensed consolidated statement of financial position as at 31 December 2020, the condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and 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 information, and the directors' declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of CVC Limited does not comply with the Corporations Act 2001 including:

(a) giving a true and fair view of the Group's financial position as at 31 December 2020 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.

Basis for Conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor's Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's review report.

Responsibility of the Directors for the Financial Report

The directors of CVC Limited 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.

Adelaide Brisbane Melbourne Newcastle Perth Sydney

Pitcher Partners is an association of independent firms.

An independent New South Wales Partnership. ABN 17 795 780 962. Liability limited by a scheme approved under Professional Standards Legislation. Pitcher Partners is a member of the global network of Baker Tilly International Limited, the members of which are separate and independent legal entities.

24

pitcher.com.au

Auditor's Responsibility for the Review of the Financial Report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the halfyear financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group's financial position as at 31 December 2020 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

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.

Partner Sydney

23 February 2021

John Gavljak Pitcher Partners