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FIN RESOURCES LIMITED — Annual Report 2004
Sep 12, 2004
64920_rns_2004-09-12_f2c8db1c-0c33-490f-9957-4dd6b042f021.pdf
Annual Report
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Appendix 4E ASX Listing Rule 4.3A ACN 009 121 644
Results for Announcement to the Market
| 30 June 04 | 30 June 03 | Change | |
|---|---|---|---|
| \$.000 | \$'000 | ||
| Revenue from ordinary activities | 1,535 | 87 | Up |
| Loss from ordinary activities after tax attributable to members |
(5,770) | (136) | Loss up |
| Net loss for the period attributable to members | (5,770) | (136) | Loss up |
Note: The Company has not disclosed the percentage change as the comparative results are not relevant due to their being no active business in the prior period. See explanation of net loss below.
Dividends
No Dividends have been declared or paid.
Explanation of Net Profit / (Loss)
During the period, the Company gained control of The Metabolism Centre Pty Ltd and subsequently completed the acquisition on 21 November 2003 after raising \$2,000,000 in funds raised pursuant to a Prospectus. The Company incurred significant trading losses and was placed under the control of an Administrator on 19 January 2004. The Metabolism Centre Pty Ltd was subsequently placed into liquidation and as a result of the loss of control of the entity, the assets have been written down to recoverable amount.
Subsequent to the end of the financial reporting period, a successful recapitalisation has been undertaken and a request made to ASX for the Company's securities to be reinstated to trading on the ASX.
Going Concern
The consolidated entity incurred a net loss and has a working capital deficiency and a net asset deficiency as at 30 June 2004. Despite this, the financial report has been prepared on a going concern basis which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
The Deed of Company Arrangement was effectuated on 8 July 2004 which required the payment of a total of \$510,000 to acquire the plant & equipment of the Metabolism Centre Pty Ltd (\$185,000) and the balance for the settlement of all of the liabilities of the Company.
The Directors consider the going concern basis to be appropriate based on the completion of the Deed of Company Arrangement, recapitalisation proposal and capital raisings of a total of \$1,750,000, resulting in net funds raised of \$1,240,000 after the deduction of the \$510,000 payment to the Administrators.
| NET TANGIBLE ASSETS PER SECURITY | 30 June 2004 Cents / Share |
30 June 2003 Cents / Share |
|---|---|---|
| Net tangible assets per security | $(0.35)$ cents | $4.06$ cents |
- Details of entities over which control has been gained or lost during the period, including the following.
On 21 November 2003, the Company completed the acquisition of The Metabolism Centre Pty Ltd after raising \$2,000,000 in funds raised pursuant to a Prospectus. The Company incurred significant trading losses and was placed under the control of an Administrator on 19 January 2004. The Metabolism Centre Pty Ltd was subsequently placed into liquidation.
- Details of individual and total dividends or distributions and dividend or distribution payments. The details must include the date on which each dividend or distribution is payable, and (if known) the amount per security of foreign sourced dividend or distribution.
Not applicable – no dividends have been declared or paid
- Details of any dividend or distribution reinvestment plans in operation and the last date for the receipt of an election notice for participation in any dividend or distribution reinvestment plan.
Not applicable
- Details of associates and joint venture entities including the name of the associate or joint venture entity and details of the reporting entity's percentage holding in each of these entities and – where material to an understanding of the report - aggregate share of profits (losses) of these entities, details of contributions to net profit for each of these entities, and with comparative figures for each of these disclosures for the previous corresponding period.
Not applicable
Audit Status - The accounts have not yet been audited or reviewed
G Gerineprens
G C Steinepreis Director 13 September 2004
M Health Limited
(Previously known as Metabolism Health Limited and Mustang Group Limited)
STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2004
| Note | Consolidated Entity | Parent Entity | |||
|---|---|---|---|---|---|
| 2004 \$ |
2003 \$ |
2004 \$ |
2003 S |
||
| Revenue from Ordinary Activities | 2 | 1,534,986 | 87,550 | 17,750 | 87,550 |
| Expenses from Ordinary Activities | |||||
| Cost of sales | (259, 040) | ||||
| Salaries and employee benefits expense |
(914, 225) | (60,000) | (33,608) | (60,000) | |
| Goodwill written off to recoverable amount |
(2,201,068) | ||||
| Assets written down to recoverable amount |
(2,494,414) | (5,258,287) | |||
| Advisors costs | (400,000) | (400,000) | |||
| Head office costs | (3, 225, 542) | ||||
| Borrowing costs expense | (14) | (14) | |||
| Legal fees | (5,227) | (5, 227) | |||
| Public company expenses | (51, 838) | (51, 838) | |||
| Serviced office costs | (36,000) | (36,000) | |||
| Other expenses from ordinary | |||||
| activities | (566, 116) | (36, 277) | (96, 151) | (36, 277) | |
| Gain (loss) on deconsolidation of | |||||
| controlled entities | 2,755,123 | (101) | |||
| New business development expense | (34, 536) | (34, 536) | |||
| Loss from ordinary activities before | |||||
| income tax expense | (5,770,296) | (136, 443) | (5,770,296) | (136, 544) | |
| Income tax expense | 3 | ||||
| Net Loss | (5,770,296) | (136, 443) | (5,770,296) | (136, 544) | |
| Total changes in equity other than | |||||
| those resulting from transactions with owners as owners |
(5,770,296) | (136, 443) | (5,770,296) | (136, 544) | |
| Basic loss per share (cents) | (22.6) | (0.02) | |||
| Diluted loss per share (cents) | (22.6) | (0.02) |
The above statement of financial performance should be read in conjunction with the accompanying notes.
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2004
| Note | 2004 S |
Consolidated Entity 2003 \$ |
2004 S |
Parent Entity 2003 |
|
|---|---|---|---|---|---|
| CURRENT ASSETS Cash assets Receivables |
9,682 | 1,168,967 5,241 |
9,682 | 1,168,967 5,241 |
|
| TOTAL CURRENT ASSETS | 9,682 | 1,174,208 | 9,682 | 1,174,208 | |
| NON-CURRENT ASSETS Property, plant & equipment |
4,000 | 4,000 | |||
| TOTAL NON-CURRENT ASSETS | 4,000 | 4,000 | |||
| TOTAL ASSETS | 9,682 | 1,178,208 | 9,682 | 1,178,208 | |
| CURRENT LIABILITIES Payables |
202,838 | 50,649 | 202,838 | 50,649 | |
| TOTAL LIABILITIES | 202,838 | 50,649 | 202,838 | 50,649 | |
| NET ASSETS (LIABILITIES) | (193, 156) | 1,127,559 | (193, 156) | 1,127,559 | |
| EQUITY | |||||
| Contributed equity Accumulated losses |
4 | 5,577,140 (5,770,296) |
29,002,404 (27, 874, 845) |
5,577,140 (5,770,296) |
29,002,404 (27, 874, 845) |
| TOTAL EQUITY | (193, 156) | 1,127,559 | (193, 156) | 1,127,559 |
The above statement of financial position should be read in conjunction with the accompanying notes.
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2004
| Note 2004 S |
Consolidated Entity 2003 S. |
2004 S |
Parent Entity 2003 S |
|
|---|---|---|---|---|
| Cash flows from operating activities Proceeds from programmes sold |
1,661,940 | |||
| Other revenue receipts Payments to suppliers and contractors |
(4, 192, 941) | (251, 889) | 28,416 | (251, 889) |
| Interest received | 4,071 | 30,799 | 4,071 | 30,799 |
| Interest and other costs of finance paid | (14) | (14) | ||
| Net cash flows from (used in) operating activities |
(2,526,930) | (221, 104) | 32,487 | (221, 104) |
| Cash flows from investing activities | 42,961 | 42,961 | ||
| Proceeds on disposal of investments Payments for set-up costs |
(445, 340) | |||
| Payments for plant & equipment | (1,398,836) | |||
| Cash relinquished on loss of control of subsidiary |
(36,960) | |||
| Net cash flows from (used in) |
||||
| investing activities | (1,881,136) | 42,961 | 42,961 | |
| Cash flows from financing activities Proceeds from issue of shares and |
||||
| options | 2,800,000 | 1,509,500 | 2,800,000 | 1,509,500 |
| Capital raising expenses | (551,219) | (176, 573) | (551,219) | (176, 573) |
| Proceeds from borrowings Repayment of borrowings |
1,000,000 | 50,000 (50,000) |
1,000,000 | 50,000 (50,000) |
| Loans to controlled entities | (4,440,553) | |||
| Net cash flows from used) in) financing activities |
3,248,781 | 1,332,927 | (1, 191, 772) | 1,332,927 |
| Net increase/(decrease) in cash held | (1, 159, 285) | 1,154,784 | (1, 159, 285) | 1,154,784 |
| Cash at beginning of financial year | 1,168,967 | 14,183 | 1,168,967 | 14,183 |
| Cash at end of financial year | 9,682 | 1,168,967 | 9,682 | 1,168,967 |
The above statement of cash flows should be read in conjunction with the accompanying notes.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This general purpose financial report has been prepared in accordance with Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Consensus Views and the Corporations Act 2001.
Except for certain assets which, as noted, are at valuation, the accounts are prepared in accordance with the historical cost convention. The accounting policies adopted are consistent with those of the previous vear.
The Australian Accounting Standards Board (AASB) is adopting International Financial Reporting Standards (IFRS) for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006.
Information about how the transition to Australian equivalents to IFRS is being managed, and the key differences in accounting policies that are expected to arise, is set out below.
Going Concern
The consolidated entity incurred a net loss and has a working capital deficiency and a net asset deficiency as at 30 June 2003. Despite this, the financial report has been prepared on a going concern basis which contemplates continuity of normal business activities and the realisation of assets and settlement of liabilities in the ordinary course of business.
The Deed of Company Arrangement was effectuated on 8 July 2004 which required the payment of a total of \$510,000 to acquire the plant & equipment of the Metabolism Centre Pty Ltd (\$185,000) and the balance for the settlement of all of the liabilities of the Company.
The Directors consider the going concern basis to be appropriate based on the completion of the Deed of Company Arrangement, recapitalisation proposal and capital raisings of a total of \$1,750,000, resulting in net funds raised of \$1,240,000 after the deduction of the \$510,000 payment to the Administrators.
(a) Principles of Consolidation
The consolidated financial statements comprise M Health Limited ("Parent Entity") and all its controlled entities. M Health Limited and its controlled entities are referred to in this financial report as the Consolidated Entity. The effect of all transactions between entities in the Consolidated Entity are eliminated in full.
Where control of an entity is obtained or ceased during the financial year, its results are included in the consolidated statement of financial performance from the date on which control commences or until the date control ceased.
(b) Plant and Equipment
Plant and equipment are carried at cost or at independent or directors' valuation less, where applicable, any accumulated depreciation or amortisation.
Depreciation is calculated on a reducing balance or straight line basis to write off the net cost or revalued amount of each item of property, plant and equipment (excluding land) over its expected useful life to the Consolidated Entity. Estimates of remaining useful lives are made on a regular basis for all assets, with annual reassessments for major items. The expected useful lives are as follows:-
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(c) Plant and Equipment continued
| Plant and equipment | $2 - 15$ years |
|---|---|
| Leasehold improvements | 15 years |
Where items of property, plant and equipment have separately identifiable components which are subject to regular replacement, those components are assigned useful lives distinct from the item of property, plant and equipment to which they relate.
(d) Income Tax
Income tax has been brought into account using the liability method of tax effect accounting whereby income tax expense/benefit for the year is calculated on the accounting result after adjusting for items which, as a result of their treatment under income tax legislation, create permanent differences between the result and the taxable result.
The tax effect of timing differences which arise from the recognition in the accounts of revenue and expenses in vears different from those in which they are assessable or deductible for income tax purposes are represented as "deferred tax assets" or "deferred tax liabilities" at current tax rates.
Deferred tax assets are not brought to account unless realisation of the asset is assured beyond reasonable doubt. Deferred tax assets in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit.
(e) Revenue Recognition
Revenue from the sale of goods is recognised when control of the goods has passed to the buyer, the amount of revenue can be measured reliably and it is probable that it will be received by the Company.
(f) Cash
For purposes of the statements of cash flows, cash includes deposits at call which are readily convertible to cash on hand and which are used in the cash management function on a day-to day basis, net of outstanding bank overdrafts.
(g) Recoverable Amount of Non-Current Assets
The recoverable amount of an asset is the net amount expected to be recovered through the net cash inflows arising from its continued use and subsequent disposal.
Where the carrying amount of a non-current asset is greater than its recoverable amount, the asset is revalued to its recoverable amount. Where net cash inflows are derived from a group of assets working together, the recoverable amount is determined on the basis of the relevant group of assets. Any reductions in the recoverable amount are recognised as an expense in the profit and loss statement.
The expected net cash flows included in determining recoverable amounts of non-current assets are not discounted.
(h) Receivables
Trade accounts receivable, amounts due from related parties and other receivables represent the principal amounts due at balance date plus accrued interest and less, where applicable, any unearned income and provisions for doubtful accounts.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(i) Intangible Assets
Intellectual Property
Intellectual property is valued in the accounts at cost of acquisition or Directors' assessment of valuation, whichever is lower. Amortisation of intellectual property is on a straight line basis, which effectively reflects a useful life of this asset of 3 years. This amortisation policy and the recoverability of the intellectual property out of future earnings is assessed annually by the Directors.
(i) Pavables
These amounts represent liabilities for goods and services provided to the Consolidated Entity prior to the end of the financial year and which are unpaid. The amounts are unsecured.
(k) Borrowing Costs
Borrowing costs are recognised as expenses in the year in which they are incurred, except where they are included in the costs of the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use/sale. In this case the borrowing costs are capitalised as part of the cost of the asset.
(I) Earnings per Share
Basic earnings per share is determined by dividing the operating loss after income tax by the weighted average number of ordinary shares outstanding during the financial year.
(m) Adoption of Australian Equivalents to International Financial Reporting Standards Earnings per Share
The Australian Accounting Standards Board (AASB) is adopting IFRS for application to reporting periods beginning on or after 1 January 2005. The AASB will issue Australian equivalents to IFRS, and the Urgent Issues Group will issue abstracts corresponding to IASB interpretations originated by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee. The adoption of Australian equivalents to IFRS will be first reflected in the consolidated entity's financial statements for the half-year ending 31 December 2005 and the year ending 30 June 2006.
Entities complying with Australian equivalents to IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments required on transition to IFRS will be made, retrospectively, against opening retained earnings as at 1 July 2004.
The consolidated entity will establish a project team to manage the transition to Australian equivalents to IFRS, including training of staff and system and internal control changes necessary to gather all the required financial information. The project team, once established, will be chaired by the Company Secretary and will report quarterly to the board. The project team will prepare a detailed timetable for managing the transition. To date the board has analysed most of the Australian equivalents to IFRS and has identified a number of accounting policy changes that will be required. In some cases choices of accounting policies are available, including elective exemptions under Pending Accounting Standard AASB 1 Firsttime Adoption of Australian Equivalents to International Financial Reporting Standards. Some of these choices are still being analysed to determine the most appropriate accounting policy for the consolidated entity.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(n) Adoption of Australian Equivalents to International Financial Reporting Standards Earnings per Share continued
Major changes identified to date that will be required to the consolidated entity's existing accounting policies include the following:
Income tax /i)
Under the Australian equivalent to IAS 12 Income Taxes, deferred tax balances are determined using the balance sheet method which calculates temporary differences based on the carrying amounts of an entity's assets and liabilities in the statement of financial position and their associated tax bases. In addition, current and deferred taxes attributable to amounts recognised directly in equity are also recognised directly in equity. This will result in a change to the current accounting policy, under which deferred tax balances are determined using the income statement method, items are only tax-effected if they are included in the determination of pre-tax accounting profit or loss and/or taxable income or loss and current and deferred taxes cannot be recognised directly in equity.
$(ii)$ Financial instruments
Under the Australian equivalent to IAS 32 Financial Instruments: Disclosure and Presentation the current classification of financial instruments issued by entities in the consolidated entity will not change.
Under the Australian equivalent to IAS 39 Financial Instruments: Recognition and Measurement there may be major impacts as a result of:
Financial assets held by the consolidated entity being subject to classification as either held for trading, held-to-maturity, available for sale or loans and receivables and, depending upon classification, measured at fair value or amortised cost. The most likely accounting change is that investments in equity securities will be classified as available for sale and measured at fair value, with changes in fair value recognised directly in equity until the underlying asset is derecognised.
In addition, liabilities subject to an in-substance defeasance will not qualify for derecognition. Under the transitional provisions of AASB 1, liabilities derecognised under previous Australian generally accepted accounting principles are not allowed to be recognised unless recognition is required as a result of a transaction or event occurring after transition.
The above should not be regarded as a complete list of changes in accounting policies that will result from the transition to Australian equivalents to IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to Australian equivalents to IFRS on the consolidated entity's financial position and reported results.
2. REVENUE FROM ORDINARY ACTIVITIES
| Consolidated Entity | Parent Entity | |||
|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | |
| S | ||||
| Revenue from non-operating activities | ||||
| Proceeds from programmes sold | 1,510,885 | |||
| Interest received/receivable | 4.071 | 30,799 | 4.071 | 30,799 |
| Other | 20.060 | 13,790 | 13.679 | 13,790 |
| Proceeds on sale of investments | 42.961 | 42.961 | ||
| 1,534,986 | 87,550 | 17.750 | 87,550 |
$\overline{3}$ . INCOME TAX
Future income tax benefits arising from tax losses and timing differences of controlled entities not brought to account at balance date as realisation of the benefit is not regarded as virtually certain:
This future income tax benefit will only be obtained if:-
- $i)$ future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised:
- the conditions for deductibility imposed by tax legislation continue to be complied with; and ii)
- no changes in tax legislation adversely affect the Consolidated Entity in realising the benefit. iii)
| 2003 No. |
Consolidated Consolidated Consolidated Consolidated 2002 No. |
2003 S |
2002 S |
|
|---|---|---|---|---|
| CONTRIBUTED EQUITY 4. |
||||
| (a) Issued and paid up capital | ||||
| Ordinary shares fully paid | 55,233,447 1,389,462,857 | 5,577,140 | 29,002,404 | |
| (b) Movements in shares on issue | ||||
| Balance at beginning of the period | 1,389,462,857 | 12,739,417 | 29,002,404 | 25,520,360 |
| Issued during the period: | ||||
| Shares issued - 16 August 2002 | 1,900,000 | 9,500 | ||
| Shares issued pursuant to shareholder approval | ||||
| of debt to equity conversion - 10 December 2002 | 874,823,440 | 874,824 | ||
| Share placement issue - 10 December 2002 | 500,000,000 | 1,500,000 | ||
| Transfer of Option Premium Reserve | 1,274,293 | |||
| Shares issued at 0.4 cents each - 7 August 2003 | 200,000,000 | 800,000 | ||
| Shares issued to Bennelong Group Pty Ltd on conversion of loan - 6 October 2003 |
333, 333, 333 | 1,000,000 | ||
| 1 for 50 consolidation of ordinary shares | (1,884,301,323) | |||
| Less: Reduction in capital | (27, 874, 845) | |||
| Shares issued at 20 cents each - 21 November | 10,000,000 | 2,000,000 | ||
| 2003 | ||||
| Shares issued to acquire The Metabolism Centre | ||||
| Pty Ltd at 20 cents each - 21 November 2003 | 4,000,000 | 800,000 | ||
| Converting Preference Shares (see note (c)) - 21 | ||||
| November 2003 | 800 | |||
| Shares issued to corporate advisors at 20 cents | 2,000,000 | 400,000 | ||
| each - 21 November 2003 | ||||
| Shares issued to Jim Cowling on conversion of | ||||
| debt to equity at 20 cents - 21 November 2003 | 736,580 | 147,316 | ||
| less transaction costs | (698, 535) | (176, 573) | ||
| Balance at end of the period | 55,233,447 1,389,462,857 | 5,577,140 | 29,002,404 | |
(c) Converting Preference Shares (CPS)
During the period to 30 June 2004, 100,000 CPS-A and 100,000 CPS-B shares were issued and subsequently consolidated on a 1 for 50 basis.
At 30 June 2004, a total of 4,000 CPS shares were on issue. These shares are convertible into ordinary shares on the achievement of certain profitability performances.
CONTRIBUTED EQUITY continued 4.
(d) Share options
At 30 June 2004, 3.333.333 unlisted options at an exercise price of 20 cents each on or before 31 December 2005 were on issue.
During the year, the following options expired:
- 178.048 listed options at an exercise price of \$100 on or before 30 June 2004.
- 10,000 unlisted options at an exercise price of \$150 on or before 30 June 2004.
- 6.000 unlisted options at an exercise price of \$250 on or before 30 June 2004.
| Consolidated Entity | Parent Entity | |||
|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | |
| \$ | \$ | \$ | ||
| 5. ACCUMULATED LOSSES | ||||
| Balance at beginning of year | (27, 874, 845) | (27, 738, 402) | (27, 874, 845) | (27, 738, 301) |
| Reduction in capital | 27,874,845 | 27,874,845 | ||
| Net loss | (5,770,296) | (136, 443) | (5,770,296) | (136, 544) |
| Total available for appropriation | (5,770,296) | (27, 874, 845) | (5,770,296) | (27, 874, 845) |
| Dividends provided for or paid | ||||
| Balance at end of year | (5,770,296) | (27, 874, 845) | (5,770,296) | (27, 874, 845) |
6. EVENTS OCCURING AFTER BALANCE DATE
On 19 January 2004, the Directors of the Company appointed Brian McMaster of Ernst & Young, as Administrator of the Company under Section 436A of the Corporations Act.
The appointment was made after the Company's securities were suspended, on 15 January 2004. from trading on the Official List of Australian Stock Exchange Limited.
At a meeting of creditors held on 1 April 2004, the Administrator proposed to the creditors of the Company that it was in the best interests of creditors to enter into a deed of company arrangement. At this meeting, creditors voted in favour of the Company entering into a deed of company arrangement with Ascent Capital Pty Ltd (Ascent Capital) so that Ascent Capital could recapitalise the Company (Recapitalisation Proposal). On 4 April 2004, the deed of company arrangement was executed by the relevant parties (Deed of Company Arrangement) and nominees of Ascent Capital being David Steinepreis, Hugh Warner and Gary Steinepreis were appointed Directors of the Company on 16 April 2004.
The Deed of Company Arrangement, subject to conditions being met, required that an amount of \$510,000, certain assets and rights to the benefit of the Company be made available for the satisfaction of the claims of creditors and to meet the costs of the Administrator and Deed Administrator and for \$185,000 to be allocated to acquire all intellectual property and certain assets from The Metabolism Centre Pty Ltd (TMC). Ascent Capital has provided the additional funding to meet the costs associated with the Notice of General Meeting and will provide \$510,000 in loan funds, via a conditional loan agreement, to enable the Company to meet the terms of the Deed of Company Arrangement.
SUBSEQUENT EVENTS AFTER BALANCE DATE continued 6.
The proposal from Ascent Capital required members in General Meeting to vote on and pass the following Resolutions all of which were interdependent, other than the resolution referred to below at $(ix)$ :
- $(i)$ the consolidation of the capital of the Company on the basis that every 2 Shares be consolidated into 1 Share:
- the issue and allotment of 50,000,000 Shares at an issue price of 0.25 cents per Share. $(ii)$ following the consolidation of capital, to raise \$125,000 for working capital. The determination of the allottees is at the sole discretion of Ascent Capital:
- $(iii)$ the issue and allotment of 65,000,000 Shares at an issue price of 0.50 cents per Share, following the consolidation of capital, to raise \$325,000 for working capital. The determination of the allottees is at the sole discretion of Ascent Capital:
- the issue and allotment of 115,000,000 Shares at an issue price of 1 cent per Share. $(iv)$ following the consolidation of capital to raise \$1,150,000 for working capital. The determination of the allottees is at the sole discretion of Ascent Capital;
- $(v)$ the issue and allotment of up to 40,000,000 Shares at an issue price of 1 cent per Share. following the consolidation of capital to raise up to \$400,000 for working capital, via an oversubscription facility. The determination of the allottees is at the sole discretion of Ascent Capital:
- the issue of 30,000,000 Options following the consolidation of capital. The determination of $(vi)$ the allottees is at the sole discretion of Ascent Capital:
- $(vii)$ the re-election of the nominees of Ascent Capital as Directors of the Company;
- $(viii)$ the Section 195 Approval; and
- $(ix)$ the change of the name of the Company to M Health Limited.
The shareholders approved all of the resolutions on 7 July 2004 and the Company changed its name from Metabolism Health Limited to M Health Limited and was subsequently removed from administration on 8 July 2004. On removal from administration the remaining assets of the company at that date were assigned to the Trustee pursuant to Listing Rule 11.2 of the ASX and the terms of the Deed of Company Arrangement, and all debts payable by, and claims against the company (actual or contingent), arising before the date of appointment of the administrator, were extinguished. Subsequently a Prospectus was lodged and raised \$1,750,000 in cash and the recapitalisation proposal completed. The Company has made a request for its securities to be reinstated to trading on the ASX.
Other than the above there has not been any matter or circumstance that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of the company, the results of those operations, or the state of affairs of the company in future financial vears.
$\overline{7}$ . SEGMENT INFORMATION
The Company has one business segment (primary) being as a provider of proprietary services in the health, fitness and lifestyle industry and has one geographical segment being in Australia.