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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
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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
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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
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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
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