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First Graphene Ltd. Annual Report 2011

Aug 29, 2011

35640_rns_2011-08-29_17bcd3e4-3596-41e8-aaee-d9a048efa63b.pdf

Annual Report

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30 August 2011

Company Announcements Office ASX Limited Level 45, South Tower, Rialto 525 Collins Street MELBOURNE VIC 3000

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ABN 50 007 870 760

C/- Salmon Giles Pty Ltd Level 2, 409 St Kilda Road Melbourne VIC 3004 T (03) 9820 2322 F (03) 9820 2158

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2011

  • Results reflects maintenance of the Group following the wind-up of operations and sale of AFSL holding subsidiaries; and

  • Robe is now in a position to explore alternative investment options after completion of a successful Placement and Rights Issue.

FY 2011 has been one where Robe Australia Limited ( Company or Robe ) has focussed on the completion of the disposal of its subsidiaries and actively sought to resolve and finalize remaining legacy issues that arose from the sale of its operating businesses in FY 2009. In addition, your Board has actively engaged with potential suitors who have proffered various alternatives in respect to utilization of the Robe shell.

After much consideration, the Board determined that the best course of action for Shareholders was to support a recapitalization of the Robe structure put forward by Cunningham Peterson Sharbanee Securities ( CPS ). This strategy involved the placement of 100 million shares at 0.5 cents with a free attaching option exercisable at 1 cent on or before 31 December 2014 to sophisticated investors introduced by CPS, which was subsequently ratified by Shareholders at a General Meeting on 28 June 2011. The Board also undertook a Rights Issue fully underwritten by CPS, on the basis of 2 new Shares and free attaching options exercisable at 1 cent on or before 31 December 2014 for every 3 shares held. The Rights Issue closed substantially oversubscribed on 26 July 2011.

As a result of these capital raisings, the Board is pleased to welcome Mr Rob Hodby onto the Board. The Board is now actively seeking a resource asset to acquire and is working with its advisors in this regard.

The Company’s FY 2011 loss after tax was $10,007 (2010: Loss of $336,341).

Total gross revenue from Robe’s continuing operations was $60,633 for FY 2011 (2010: $41,683).

The Group results in FY 2011 reflect costs of sustaining the Group following the sale of the underlying operations of Robe in FY09 and its subsidiaries in FY 2011. In part, this has included recovery of outstanding debtors, the sale of existing assets and negotiation with existing creditors including resolution of a number of outstanding client claims pertaining to past Australian Financial Services License ( AFSL ) activity and compliance with regulatory obligations.

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

During the year, the Company continued to pursue the contingent assets reflected in the accounts and whilst both the matters are not at present resolved, I believe that we are closer to resolution in one and the Court process will dictate the outcome of the other.

Finally, the Board would like to thank those executives and staff for their contribution to the wind-up of the legacy issues pertaining to the various sale agreements and maintenance of the structure in a manner which will provide shareholders with the best potential future outcome.

Enquiries contact:

Peter Reilly

Chairman

Robe Australia Limited

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 2 of 23

Page 2 of 23

ROBE AUSTRALIA LIMITED AND ITS CONTROLLED ENTITIES

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ABN 50 007 870 760

Appendix 4E Preliminary Final Report

For the Year Ended 30 June 2011 (Previous corresponding period: year ended 30 June 2010)

Information given to ASX under listing rule 4.2A.3

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

RESULTS FOR ANNOUNCEMENT TO THE MARKET

YEAR ENDED 30 JUNE 2011

A$
Revenues from ordinary
activities Up 45.46% to 60,633
Profit / (loss) from ordinary
activities before tax attributable
to members Up 97.02% to (10,007)
Profit / (loss) from ordinary
activities after tax attributable to
members Up 97.02% to (10,007)
Dividends
No dividends were paid or declared during FY2011 (2010: Nil).
Earnings per share (cents per share) 2011 2010
Basic earnings per share (cents) (0.01) (0.20)
Diluted earnings per share (cents) (0.01) (0.20)
Net tangible asset backing
Net tangible asset backing per ordinary share (cents) 0.05 0.01
Brief explanation of results

Refer to the Highlights Summary on the following page.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 4 of 23

Page 4 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Highlights Summary

2011 2010
A$ A$
Revenue from ordinary activities 60,633 41,683
Profit/ (loss) before interest, tax,
depreciation and amortisation
(EBITDA) (10,007) (336,341)
Profit/ (loss) before tax (10,007) (336,341)
Profit/ (loss) after tax (10,007) (336,341)

1. Financial Performance

The Group’s FY 2011 loss after tax was $10,007 (2010: loss after tax $336,341).

Total gross revenue from Robe’s continuing operations was $60,633 for FY 2011 (2010: $41,683).

During the year, the Company conducted a successful placement of 25 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising $125,000 (before costs). Further capital raisings occurred in July 2011 with a placement of 75 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising $375,000 (before costs) and a subsequent oversubscribed 2:3 rights issue with a free attaching option exercisable at 1 cent on or before 31 December 2014, which closed on 26 July 2011 raising a further $912,096 (before costs).

Robe’s expenses for the period were predominantly statutory costs. These include audit and legal fees, ASX and share registry fees and AFSL expenses incurred in maintaining obligations pursuant to the licences held by the Group (including insurances) up to the date of sale and administrative costs associated with the orderly wind down of Robe and its subsidiaries, together with costs incurred in funding the potential recovery of contingent assets.

Robe also incurred additional costs associated with adjustments as a consequence of the sale of the AFSL entities and write down of receivables no longer collectable.

2. Balance Sheet

The core assets of the Company at present are its cash at bank, the existing listing of Robe on ASX together with contingent assets which the Board has expended monies and administrative time on in order to maintain the opportunity to recover.

The Board can provide no assurance in respect to the likely conversion of these contingent assets to cash however believes that it is prudent on behalf of shareholders to continue to spend monies as required to provide the Company with the maximum opportunity to realize these assets in due course.

During the year, the Company conducted a successful placement of 25 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising $125,000 (before costs). These options were subsequently issued in August 2011. Further capital raisings occurred in

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 5 of 23

Page 5 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

July 2011 with a placement of 75 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising $375,000 (before costs) and a subsequent oversubscribed 2:3 rights issue with a free attaching option exercisable at 1 cent on or before 31 December 2014, which closed on 26 July 2011 raising a further $912,096 (before costs).

As a result of these issues both pre and post 30 June 2011, the Company’s Balance Sheet has been strengthened which positions it well for any subsequent acquisition of a resources asset.

3. Acquisition and Investments

After much consideration, the Board determined that the best course of action for shareholders was to support a recapitalization of the Robe structure put forward by Cunningham Peterson Sharbanee Securities. This strategy involved the placement of 100 million shares at 0.5 cents per share with a free attaching option exercisable at 1 cent on or before 31 December 2014, which was subsequently ratified by shareholders at a General Meeting held on 28 June 2011.

As a consequence, the Company conducted a successful placement of 25 million shares raising $125,000 (before costs) prior to 30 June 2011. Further capital raisings occurred in July 2011 with a placement of 75 million shares raising $375,000 (before costs) and a subsequent oversubscribed 2:3 rights issue with a free attaching option exercisable at 1 cent on or before 31 December 2014, which closed on 26 July 2011 raising a further $912,096 (before costs).

After completion of these capital raisings the Board is now actively pursuing resource assets that may be acquired either domestically or overseas. The Board has retained Cunningham Peterson Sharbanee Securities to assist in this process.

4. Operations

The Company has wound back its operations in order to retain its cash resources and is now actively pursuing resource based opportunities.

During the year, Robe disposed of its remaining AFSL holding subsidiaries, finalized outstanding legacy issues and continued to manage, monitor and incur costs in funding the potential recovery of contingent assets.

5. Outlook

The Board is actively engaged in the pursuit and assessment of resource based assets (either domestically or overseas) that could utilize the Robe shell as a vehicle to become listed on the ASX. Such a strategy would be subject to regulatory approval and shareholder approval.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 6 of 23

Page 6 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Statement of comprehensive income

For the year ended 30 June 2011

For the year ended 30 June 2011
Note
3(a)
3(b)
Insurance
Legal fees
6
Revenue
Other income
Administration costs
Employee benefits expense
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
Net fair value gains / (losses) on available-for-sale assets
Other comprehensive income for the year, net of tax
Profit attributable to members
Earnings per share (cents per share) from continuing
operations
Basic earnings per share (cents)
Diluted earnings per share (cents)
Total comprehensive income for the year attributable to members
Continuing operations
Revenue
Other revenue
Income tax (expense)/ benefit
Other comprehensive income
Communication costs
Finance costs
Profit/ (Loss) before income tax
Profit/ (Loss) from continuing operations after income tax
Net profit/ (loss) for the period
Profit/ (Loss) from discontinued operations
Earnings per share (cents per share) from
discontinued operations
Basic earnings per share (cents)
Diluted earnings per share (cents)
Total earnings per share (cents per share)
Basic earnings per share (cents)
Diluted earnings per share (cents)
2011
2010
$
$ 13,784
9,283
46,849
32,400
Consolidated Group
60,633
41,683
211,916
-
(429,268)
(520,990)
(16,677)
(8,249)
(79,421)
(129,204)
(73,233)
(3,500)
(1,005)
(650)
(283)
-
(327,338)
(620,910)
-
-
(327,338)
(620,910)
317,331
284,569
(10,007)
(336,341)
-
(50,631)
-
(50,631)
(10,007)
(386,972)
(10,007)
(336,341)
(10,007)
(386,972)
2011
2010
(0.183)
(0.364)
(0.183)
(0.364)
0.177
0.167
0.177
0.167
(0.006)
(0.197)
(0.006)
(0.197)

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 7 of 23

Page 7 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Statement of financial position As at 30 June 2011

Note
ASSETS
4
LIABILITIES
Financial liabilities
5
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
CURRENT LIABILITIES
Trade and other payables
Provisions
Current tax liabilities
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Held for trading assets
TOTAL CURRENT ASSETS
TOTAL ASSETS
Contributed equity
Accumulated losses
Reserves
TOTAL EQUITY
Long-term provisions
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS/(DEFICIENCY)
EQUITY
2011
2010
$
$ 220,651
760,934
12,901
20,489
7,351
94,785
45,316
34,586
Consolidated Group
286,219
910,794
286,219
910,794
181,173
514,474
-
18,445
-
175,577
-
9,719
181,173
718,215
-
190,458
-
190,458
181,173
908,673
105,046
2,121
51,062,395
50,949,463
(51,083,802)
(51,073,795)
126,453
126,453
105,046
2,121

The above statement of financial position should be read in conjunction with the accompanying notes.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 8 of 23

Page 8 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Statement of changes in equity For the year ended 30 June 2011

Consolidated Group
As at 1 July 2010
Profit/ (loss) for the period
Other comprehensive income
Total comprehensive income for
the year
Transaction with owners in their
capacity as owners
Placement of shares during the year
Share Issue costs
Balance at 30 June 2011
As at 1 July 2009
Loss for the period
Other comprehensive income
Total comprehensive income for
the year
Transaction with owners in their
capacity as owners
Rights issue during the year
Write-back of options
Balance at 30 June 201 0
Issued
Retained
Option
Asset
revaluation
Total
capital
earnings
reserve
reserve
equity
$
$
$
$
$
50,949,463
(51,073,795)
126,453
-
-
(10,007)
-
-
-
-
-
-
2,121
(10,007)
-
-
(10,007)
-
-
125,000
-
-
-
(12,068)
-
-
-
(10,007)
(12,068)
125,000
51,062,395
(51,083,802)
126,453
-
105,046
50,904,030
(50,737,454)
367,207
50,631
-
(336,341)
-
-
-
-
-
(50,631)
584,414
(336,341)
(50,631)
-
(336,341)
-
(50,631)
45,433
-
-
-
-
-
(240,754)
-
(386,972)
45,433
(240,754)
50,949,463
(51,073,795)
126,453
-
2,121

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

_________________ Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 9 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Statement of cash flows For the year ended 30 June 2011

Note
Finance costs
Deferred settlement received
Capital return
Cash transferred to disposed subsidiaries
4
Payment for share issue costs
Reclassification of cash held in respect to unpresented dividend
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by operating activities
Net Trust bank account movements
Net cash (used in) / provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of financial assets
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Dividends received
Interest received
Repayment of borrowings
Net cash provided by / (used in) financing activities
Net (decrease) / increase in cash held
Cash at beginning of the year
Cash at the end of the year
Purchase of assets held for trading
Net cash provided by / (used in) investing activities
Proceeds from rights issue/ placement
2011
2010
$
$ 145,315
615,295
(476,781)
(1,922,113)
4,500
32,400
13,784
29,594
(283)
(6,207)
Consolidated Group
(313,465)
(1,251,031)
(28,716)
(50,048)
(342,181)
(1,301,079)
43,349
1,654,924
(40,000)
(51,965)
27,402
-
3,150
-
(344,935)
-
(311,034)
1,602,959
-
(46,397)
125,000
45,433
(12,068)
-
-
70,340
112,932
69,376
(540,283)
371,256
760,934
389,678
220,651
760,934

The above statement of cash flows should be read in conjunction with the accompanying notes.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 10 of 23

Page 10 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011

Note 1: Basis of preparation and Accounting Policies

Basis of preparation

This preliminary final report has been prepared in accordance with the requirements of the Corporations Act 2001 , Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board.

The preliminary final report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report.

Robe Australia Limited ( Group or Company ) is a Company limited by shares and is incorporated and domiciled in Australia. This report covers the consolidated group of Robe Australia Limited and the entities that it controlled during the financial year up to 30 September 2010, when the Group disposed of A.C.N. 077 115 112 Pty Ltd, which was the holding company for the Group’s respective AFSL holders.

The preliminary final report is presented in Australian dollars and all values are rounded to the nearest dollar unless otherwise stated.

This report has been prepared on an accruals basis and is based on historical costs. The fair value basis of accounting has been applied to financial assets and financial liabilities.

Going concern assumption

The preliminary final report for the year ended 30 June 2011 has been prepared on a going concern basis. The directors believe that the Group can continue as a going concern as steps have been taken to raise additional capital, to minimise expenditure and seek alternative businesses to backdoor list given the Group has minimal existing investment activities.

Changes in accounting policy

The following amending Standards have been adopted from 1 July 2010. Adoption of these standards did not have any effect on the financial position or performance of the group.

IFRS2 Amendments to International Financial Reporting Standards

The amendments clarify the accounting for group cash-settled share-based payment transactions, in particular, the scope of AASB 2 and the interaction between IFRS 2 and other standards.

An entity that receives goods or services in a share-based payment arrangement must account for those goods or services no matter which entity in the group settles the transaction, and no matter whether the transaction is settled in shares or cash.

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 1: Basis of preparation and Accounting Policies (continued)

Changes in Accounting Policy (continued)

AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project

Introduces amendments into Accounting Standards that are equivalent to those made by the IASB under its program of annual improvements to its standards. A number of the amendments are largely technical, clarifying particular terms, or eliminating unintended consequences. Other changes are more substantial, such as the current / non-current classification of convertible instruments, the classification of expenditures on unrecognised assets in the statement of cash flows and the classification of leases of land and buildings.

AASB 2009-8 Amendments to Australian Accounting Standards – Group Cash-settled Share-based Payment Transactions.

This Standard makes amendments to Australian Accounting Standard AASB 2 Share-based Payment and supersedes Interpretation 8 Scope of AASB 2 and Interpretation 11 AASB 2 – Group and Treasury Share Transactions.

The amendments clarify the accounting for group cash-settled share-based payment transactions in the separate or individual financial statements of the entity receiving the goods or services when the entity has no obligation to settle the share-based payment transaction.

The amendments clarify the scope of AASB 2 by requiring an entity that receives goods or services in a share-based payment arrangement to account for those goods or services no matter which entity in the group settles the transaction, and no matter whether the transaction is settled in shares or cash.

AASB 2009-10 Amendments to Australian Accounting Standards – Classification of Rights Issues

The amendment provides relief to entities that issue rights in a currency other than their functional currency, from treating the rights as derivatives with fair value changes recorded in profit or loss. Such rights will now be classified as equity instruments when certain conditions are met.

AASB 2009-12 Amendments to Australian Accounting Standards

This amendment makes numerous editorial changes to a range of Australian Accounting Standards and Interpretations. The amendment to AASB 124 clarifies and simplifies the definition of a related party as well as providing some relief for government-related entities (as defined in the amended standard) to disclose details of all transactions with other government-related entities (as well as with the government itself).

AASB 2009-13 Amendments to Australian Accounting Standards arising from Interpretation 19

This amendment to AASB 1 allows a first-time adopter may apply the transitional provisions in Interpretation 19 as identified in AASB 1048.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 12 of 23

Page 12 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 1: Basis of preparation and Accounting Policies (continued)

Changes in Accounting Policy (continued)

Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments

This interpretation clarifies that equity instruments issued to a creditor to extinguish a financial liability are “consideration paid” in accordance with paragraph 41 of IAS 39. As a result, the financial liability is derecognised and the equity instruments issued are treated as consideration paid to extinguish that financial liability.

The interpretation states that equity instruments issued in a debt for equity swap should be measured at the fair value of the equity instruments issued, if this can be determined reliably. If the fair value of the equity instruments issued is not reliably determinable, the equity instruments should be measured by reference to the fair value of the financial liability extinguished as of the date of extinguishment.

AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project

Amends a number of pronouncements as a result of the IASB’s 2008-2010 cycle of annual improvements to provide clarification of certain matters.

The key clarifications include:

  • The measurement of non-controlling interests in a business combination

  • Transition requirements for contingent consideration from a business combination that occurred before the effective date of the revised AASB 3 Business Combinations (2008)

  • Transition requirements for amendments arising as a result of AASB 127 Consolidated and Separate Financial Statements.

Accounting Standards and Interpretations issued but not yet effective

Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet effective have not been adopted for the annual reporting year ending 30 June 2011 are listed below:

Standard /
Interpretation
Summary Application
date of
standard*
Application
date for
Group*
AASB 2009-11
Amendments to
Australian Accounting
Standards arising from
AASB 9
The revised Standard introduces a number of changes to
the accounting for financial assets, the most significant of
which includes:

two categories for financial assets being amortised cost
or fair value;

removal of the requirement to separate embedded
derivatives in financial assets;

strict requirements to determine which financial assets
can be classified as amortised cost or fair value,
financial assets can only be classified as amortised cost
if (a) the contractual cash flows from the instrument
represent principalandinterest and (b) the entity’s
1 January
2013
1 July 2013

_________________ Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 13 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Standard /
Interpretation
Summary Application
date of
standard*
Application
date for
Group*
purpose for holding the instrument is to collect the
contractual cash flows;

an option for investments in equity instruments which
are not held for trading to recognise fair value changes
through other comprehensive income with no
impairment testing and no recycling through profit or
loss on derecognition;

reclassifications between amortised cost and fair value
no longer permitted unless the entity’s business model
for holding the asset changes;

changes to the accounting and additional disclosures
for equity instruments classified as fair value through
other comprehensive income.
AASB 2010-2
Amendments to
Australian Accounting
Standards arising from
reduced disclosure
requirements
This Standard gives effect to Australian Accounting
Standards - Reduced Disclosure Requirements. AASB 1053
provides further information regarding the differential
reporting framework and the two tiers of reporting
requirements for preparing general purpose financial
statements.
30 June 2014 1 July 2014
AASB 2010-4
Further Amendments
to Australian
Accounting Standards
arising from the
Annual Improvements
Project
Emphasises the interaction between quantitative and
qualitative AASB 7 disclosures and the nature and extent of
risks associated with financial instruments.
Clarifies that an entity will present an analysis of other
comprehensive income for each component of equity, either
in the statement of changes in equity or in the notes to the
financial statements.
Provides guidance to illustrate how to apply disclosure
principles in AASB 134 for significant events and
transactions.
Clarify that when the fair value of award credits is measured
based on the value of the awards for which they could be
redeemed, the amount of discounts or incentives otherwise
granted to customers not participating in the award credit
scheme, is to be taken in account.
31 December
2011
1 July 2012
AASB 1053
Application of Tiers of
Australian Accounting
Standards
This Standard establishes a differential financial reporting
framework consisting of two Tiers of reporting requirements
for preparing general purpose financial statements:
a) Tier 1: Australian Accounting Standards; and
b) Tier 2: Australian Accounting Standards - Reduced
Disclosure Requirements.
Tier 2 comprises the recognition, measurement and
presentation requirements of Tier 1 and substantially
reduced disclosures corresponding to those requirements.
The following entities apply Tier 1 requirements in preparing
general purpose financial statements:
a) for-profit entities in the private sector that have public
accountability (as defined in this Standard); and
b) the Australian Government and State, Territory and Local
Governments.
The following entities apply either Tier 2 or Tier 1
requirementsinpreparing generalpurposefinancial
30 June 2014 1 July 2014

_________________ Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 14 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Standard /
Interpretation
Summary Application
date of
standard*
Application
date for
Group*
statements:
a) for-profit private sector entities that do not have public
accountability;
b) all not-for-profit private sector entities; and
c) public sector entities other than the Australian
Government and State, Territory and Local Governments.
AASB 1054
Australian Additional
Disclosures
This standard is as a consequence of phase 1 of the joint
Trans-Tasman Convergence project of the AASB and
FRSB.
This standard relocates all Australian specific disclosures
from other standards to one place and revises disclosures in
the following areas:
(a) Compliance with Australian Accounting Standards;
(b) The statutory basis or reporting framework for financial
statements;
(c) Whether the financial statements are general purpose or
special purpose;
(d) Audit fees;
(e) Imputation credits; and
(f) reconciliation of net operating cash flow to profit (loss).
30 June 2012 1 July 2012
AASB 2010-05
Amendments to
Australian Accounting
Standards
The Standard makes numerous editorial amendments to a
range of Australian Accounting Standards and
Interpretations, including amendments to reflect changes
made to the text of International Financial Reporting
Standards by the International Accounting Standards Board.
31 December
2011
1 July 2012
AASB 2011-1
Amendments to
Australian
Accounting Standards
arising from the Trans-
Tasman Convergence
project
This Standard amendments many Australian Accounting
Standards, removing the disclosures which have been
relocated to AASB 1054.
30 June 2012 1 July 2012
IFRS 13
Fair Value
Measurement
IFRS 13 establishes a single source of guidance under IFRS
for determining the fair value of assets and liabilities. IFRS
13 does not change when an entity is required to use fair
value, but rather, provides guidance on how to determine
fair value under IFRS when fair value is required or
permitted by IFRS. Application of this definition may result in
different fair values being determined for the relevant
assets.
IFRS 13 also expands the disclosure requirements for all
assets or liabilities carried at fair value. This includes
information about the assumptions made and the qualitative
impact of those assumptions on the fair value determined.
31 December
2013
1 July 2014

*designates the beginning of the applicable annual reporting period unless otherwise stated

The Group is in the process of determining the extent of the impact, if any, of these Standards / Interpretations.

_________________ Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 15 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 1: Basis of preparation and Accounting Policies (continued)

Comparatives

Where necessary the comparative information has been reclassified and repositioned for consistency with current period disclosures. In addition during the year, Robe Australia Limited has disposed of all its subsidiaries and therefore prior period comparatives will include subsidiaries owned during the previous period.

Note 2: Operating segments

Identification of reportable segments

The Group has identified its operating segments base on the internal reports that are reviewed and used by the executive management team and the Board (the chief operating decision makers) in assessing performance and in determining the allocation of resources.

The existing operating segments are identified by management based on the manner in which the Group’s operations were carried in the ensuing period following the disposal of the Group’s businesses during the previous financial year. Discrete financial information about each of these operating businesses is reported to the Board on at least a monthly basis.

The reportable segments are based on aggregated operating segments determined by the similarity of the asset base and revenue or income streams, as these are the sources of the Group’s major risks and have the most effect on the rates of return. The Group’s segment information for the current reporting period is reported based on the following segments:

Funds and wealth management

The Group was in receipt of passive financial planning and money market trail income associated with funds investment services provided to domestic and international clients which have not been transferred to the purchasers of the Group’s businesses as at 30 June 2010. Subsequently these entities were sold in October 2010 and their activities are reflected as discontinued services The Group does not provide any active services in relation to funds and wealth management and the revenue received is purely in relation to historical services provided by the Group.

Unallocated

Unallocated expenses and assets relate to expenses incurred and assets held by the parent company which is a non-operating entity holding existing investment assets and which provides management expertise in respect to corporate and ASX compliance and assessment of future investment opportunities. Profit or loss relating to discontinued segments or deregistered entities during the year have not been allocated to any particular segment.

The Group’s segment information for the previous corresponding period has been re-stated to conform to AASB 8 and is reported based on the following segments:

Corporate

This segment reflects the overheads associated with maintaining the ASX listed Robe corporate structure and managing the sale of the Groups subsidiaries including meeting statutory and regulatory costs.

Discontinued Operations

This includes segments in discontinued operations during the previous year covering:

  • Funds and Wealth Management - reflects investment services to domestic and international clients and the receipt of legacy income streams.

Robe Australia Limited had no operating entities during the period.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 16 of 23

Page 16 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 2: Operating segments (continued)

Accounting policies and inter-segment transactions

The accounting policies used by the Group in reporting segments internally is the same as those contained in Note 1 to the accounts and in the prior period except as detailed below:

Corporate charges

There are no intra group charges within the Group.

Discontinued
Business Segments 2011 Operations Corporate Total
$ $ $
Year ended 30 June 2011
Revenue
Sales to customers 28,942 60,633 89,575
Inter-segment revenue - - -
Total segment revenue 28,942 60,633 89,575
Segment net operating profit after tax 317,331 (327,338) (10,007)
Interest revenue 4,110 13,784 17,894
Interest expense 3 283 286
Segment assets as at 30 June 2011 - 286,219 286,219
Segment liabilities as at 30 June 2011 - 181,173 181,173
Discontinued
Business Segments 2010 Operations Corporate Total
$ $ $
Year ended 30 June 2010
Revenue
Sales to customers 566,756 41,683 608,439
Inter-segment revenue - - -
Total segment revenue 566,756 41,683 608,439
Segment net operating profit after tax 284,569 (620,910) (336,341)
Interest revenue 20,218 9,283 29,501
Interest expense (6,207) - (6,207)
Segment assets as at 30 June 2010 90,860 819,934 910,794
Segment liabilities as at 30 June 2010 408,189 500,484 908,673

_________________ Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 17 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 3: Revenue, Income and Expenses

(a) Other revenue
Divdends received
Proceeds from sale of shares
(b) Other income
Net balance sheet adjustments on sale of subsidiaries
Reimbursement from workcover
Proceeds from disposal of subsidiaries
Other
Fair value movements on held for trading assets
30-Jun-11
30-Jun-10
$
$ 4,500
32,400
42,349
-
Consolidated Group
46,849
32,400
143,780
-
86,326
-
(29,269)
-
1,000
-
10,079
-
211,916
-

Note 4: Cash and cash equivalents

Consolidated Group Consolidated Group
30-Jun-11 30-Jun-10
$ $
Cash at bank and in hand 220,651 700,196
Short-term deposits - 32,022
Cash held on behalf of others - 28,716
Cash at bank and in hand 220,651 760,934
Reconciliation to Statement of Cash Flows
For the purposes of the Statement of Cash Flows, cash and
cash equivalents are comprised of the following at 30 June:
Cash at bank and in hand 220,651 760,934
220,651 760,934

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 18 of 23

Page 18 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 5: Contributed Equity

(a) Ordinary shares
At the beginning of the reporting period
Placement of shares at 0.5 cents per share
Rights issue acceptances at 1.1 cents per share
At 30 June
Issued and fully paid
(b) Movement in shares on issue
30-Jun-11
30-Jun-10
$
$ 51,062,395
50,949,463
Unit
Unit
173,628,702 169,498,410
25,000,000
-
-
4,130,292
198,628,702 173,628,702

Basic earnings per share for profit attributable to the ordinary equity holders of the parent is calculated by dividing net profit / (loss) after income tax for the year ended 30 June 2011 attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.

The following reflects the information used in the basic earnings per share computations:

30-Jun-11 30-Jun-10
Net profit / (loss) after income tax attributable (10,007) (336,341)
Weighted average number of ordinary shares 178,628,702 170,360,779

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 19 of 23

Page 19 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 6: Discontinued Operations

  • (a) On 30 September 2010, the Company disposed its shares in all wholly-owned subsidiaries. These subsidiaries had disposed of the Group’s operating activities during the year ended 30 June 2009.

  • (b) Financial performance of discontinued operations

The results of the discontinued operations for the period until disposal are presented below.

Revenue
Other income
Expenses
Gross profit/(loss)
Finance costs
Income tax credit/ (expense)
Gain on disposal of subsidiaries
Profit/(loss) before tax from discontinued
operations
Profit/(loss) for the year from discontinued
operations
Tolhurst
Pty Ltd
D&D
Nominees
Pty Ltd
Total
-
28,785
157
-
28,942
-
(47,563)
20,760
-
(26,803)
-
(117,875)
(10,340)
-
(128,215)
A.C.N. 077
115 112 Pty
Ltd
A.C.N.
079 121 136
Pty Ltd
Three months to 30 September 2010
-
(136,653)
10,577
-
(126,076)
-
(3)
-
-
(3)
-
(136,656)
10,577
-
(126,079)
-
(1,966)
(7,500)
-
(9,466)
-
451,366
1,510
-
452,876
-
312,744
4,587
-
317,331
Revenue
Other income
Expenses
Gross profit/(loss)
Finance costs
Income tax credit/ (expense)
Profit/(loss) for the year from discontinued
operations
Profit/(loss) before tax from discontinued
operations
A.C.N. 077
115 112 Pty
Ltd
Tolhurst
Pty Ltd
A.C.N.
079 121 136
Pty Ltd
D&D
Nominees
Pty Ltd
Inter Financial
Ltd
Total
-
557,876
8,787
-
93
566,756
-
872,967
57,513
-
-
930,480
(333,616)
(632,193)
(215,616)
-
(102,957)
(1,284,382)
Year ended 30 June 2010*
(333,616)
798,649
(149,315)
-
(102,864)
212,854
-
(3,183)
(3,024)
-
-
(6,207)
(333,616)
795,466
(152,339)
-
(102,864)
206,647
-
68,922
9,000
-
-
77,922
(333,616)
864,388
(143,339)
-
(102,864)
284,569

_________________ Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 20 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 6: Discontinued Operations (continued)

(c) Cash flow information – discontinued operations

Net cash inflow (outflow) from operating
Net cash inflow (outflow) from investing
Net cash inflow (outflow) from financing
Net increase/(decrease) in cash generated
by the operation
Tolhurst
Pty Ltd
D&D
Nominees
Pty Ltd
Inter Financial
Ltd
Total
-
136,900
(5,750)
-
-
131,150
-
(25,750)
-
-
-
(25,750)
-
185,067
25,750
-
-
210,817
A.C.N. 077
115 112 Pty
Ltd
A.C.N.
079 121 136
Pty Ltd
Three months to 30 September 2010
-
296,217
20,000
-
-
316,217
Net cash inflow (outflow) from investing
Net cash inflow (outflow) from financing
Net increase/(decrease) in cash generated
by the operation
Net cash inflow (outflow) from operating
Tolhurst
Pty Ltd
D&D
Nominees
Pty Ltd
Inter Financial
Ltd
Total
-
(1,788,203)
(63,953)
-
(102,864)
(1,955,020)
-
1,636,924
235,000
-
-
1,871,924
-
(46,397)
(329,503)
-
-
(375,900)
A.C.N. 077
115 112 Pty
Ltd
A.C.N.
079 121 136
Pty Ltd
Year ended 30 June 2010
-
(197,676)
(158,456)
-
(102,864)
(458,996)

(d) Net assets disposed – discontinued operations

The net assets of subsidiaries disposed at the date of disposal were as follows:

Attributable goodwill
Gain on disposal
Total consideration
Satisfied by cash, and net cash intflows
arising on disposal
Net assets (liabilities) disposed of (excluding
goodwill)
Tolhurst
Pty Ltd
D&D
Nominees
Pty Ltd
Inter Financial
Ltd
Total
-
(450,366)
(1,510)
-
-
(451,876)
-
-
-
-
-
-
A.C.N. 077
115 112 Pty
Ltd
A.C.N.
079 121 136
Pty Ltd
-
(450,366)
(1,510)
-
-
(451,876)
451,366
1,510
-
452,876
-
1,000
-
-
-
1,000
-
1,000
-
-
-
1,000

_________________ Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 21 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements For the year ended 30 June 2011 (continued)

Note 7: Contingencies

Contingent assets

The Group holds contingent assets of approximately $700,000 (30 June 2010: $700,000) relating to outstanding client debts. The Group is undertaking proceedings against debtors and the amount may be realised over the next 6 - 12 months, however there is no certainty that this will occur.

Contingent liabilities

The Group sold its prior financial services operating subsidiaries effective 30 September 2010. There are no outstanding claims against the Group as at 30 June 2011.

Upon the sale of these previous operating businesses, the directors are satisfied that there is little likelihood of any material claim being subsequently made against the Group.

Note 8: Events after Balance Sheet Date

Further capital raisings occurred in July 2011 with a placement of 75 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 raising $375,000 (before costs) and a subsequent oversubscribed 2:3 rights issue with a free attaching option exercisable at 1 cent on or before 31 December 2014, which closed on 26 July 2011 raising a further $912,096 (before costs).

In respect to the placement of 25 million shares with a free attaching option exercisable at 1 cent on or before 31 December 2014 issued pre 30 June 2011, the attaching options were issued in August 2011.

On 16 August 2011, upon the successful closing of the Rights Issue and after discussions with the Company’s new substantial Shareholders, the Board appointed Mr Rob Hodby to the Board of the Company. This appointment will be subject to ratification at the upcoming Annual General Meeting of Shareholders.

Mr Peter Bolitho has agreed to step down and resign from the Board of the Company effective 31 August 2011. Mr Bolitho will continue as Company Secretary of the Company.

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 22 of 23

Page 22 of 23

Robe Australia Limited and Its Controlled Entities ABN 50 007 870 760

Notes to the financial statements

For the year ended 30 June 2011 (continued)

Note 9: Information on Audit or Review

This preliminary final report is in based on accounts to which one of the following applies:

  • The accounts have been audited � The accounts have been subject to review

  • The accounts are in the process of � The accounts have not yet been audited or being audited or reviewed reviewed

Description of likely dispute or qualification if the accounts have not yet been audited or subject to review or are in the process of being audited or subject to review.

Not Applicable

Description of dispute or qualification if the accounts have been audited or subject to review.

Not Applicable

Preliminary Final Report and Appendix 4E for the year ended 30 June 2011 Page 23 of 23

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