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FIRST LITHIUM LIMITED — Annual Report 2017
Aug 30, 2017
64921_rns_2017-08-30_66cb0ba1-91fc-49fd-89f2-59490c6681fd.pdf
Annual Report
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LIMITED
ABN: 67 009 081 770
ANNUAL REPORT 30 JUNE 2017
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
CONTENTS
| NTENTS | |
|---|---|
| Corporate Directory | 1 |
| Directors’ Report | 2 |
| Remuneration Report | 9 |
| Auditor’s Independence Declaration | 18 |
| Financial Report | 19 |
| Directors’ Declaration | 53 |
| Independent Auditor’s Report | 54 |
| Additional Shareholder Information | 59 |
CORPORATE DIRECTORY
Directors
Faldi Ismail Non-Executive Chairman Brendan de Kauwe Non-Executive Director Peter Wall Non-Executive Director
Company Secretary
Shannon Coates
Registered office
108 Outram Street, West Perth, WA, 6005 Ph: +61 8 9486 7244
Auditor
Ernst & Young 11 Mounts Bay Road Perth, WA, 6000
Share Registry
Automic Registry Services Level 2, 267 St Georges Terrace Perth, WA, 6000
Securities Exchange Listing
Australian Securities Exchange Limited Level 40, Central Park 152-158 St Georges Terrace Perth, WA, 6000
ASX Code – OOK
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
Your Directors present their report, together with the financial statements of Ookami Limited (“the Company” or “OOK”) and controlled entities (“the Group”) for the financial year ended 30 June 2017.
1. DIRECTORS
The names of Directors in office at any time during or since the end of the year are:
| Name | Status | Appointed |
|---|---|---|
| Faldi Ismail | Non-Executive Chairman | Appointed 5 June 2015 |
| Brendan de Kauwe | Non-Executive Director | Appointed 5 June 2015 |
| Peter Wall | Non-Executive Director | Appointed 27 October 2015 |
2. COMPANY SECRETARY
The following person held the position of Company Secretary at the end of the financial year:
Shannon Coates
Ms. Coates was appointed as Company Secretary on 24 September 2015. Shannon holds a Bachelor of Law from Murdoch University and has over 21 years’ experience in corporate law and compliance. She is a Chartered Secretary and currently acts as Company Secretary to several ASX and AIM listed companies.
3. PRINCIPAL ACTIVITIES
The Company continued to develop its Akela proprietary financial services software platform which provides Australian Financial Services Licence (AFSL) holders with a streamlined total managed solution to capital raisings and distribution of public and private offerings. The Company also continued to evaluate complimentary business acquisitions as part of the growth strategy outlined in the prospectus lodged with ASIC on 23 November 2015.
4. DIVIDENDS PAID OR RECOMMENDED
There were no dividends paid or recommended during the financial year ended 30 June 2017.
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
5. REVIEW OF OPERATIONS
5.1 Operations Review
During the period the Company continued to develop its Akela proprietary financial services software platform which provides Australian Financial Services Licence (AFSL) holders with a streamlined total managed solution to capital raisings and distribution of public and private offerings. The Company also continued to evaluate complimentary business acquisitions as part of the growth strategy outlined in the prospectus lodged with ASIC on 23 November 2015.
Akela Capital Pty Ltd
The company’s wholly owned subsidiary, Akela Capital Pty Ltd (“Akela”) successfully launched the Akela Platform’s Mobile App.
Available immediately, iOS and Android users can access the Akela Platform mobile App via the Apple’s App Store and Google Play. The App will be initially free for all users, but will require a membership with the Akela Platform to use.
With the Mobile App officially launched, the Company will continue exploring complimentary technologies including: cryptocurrency solutions, security and encryption application, “smart contracts” and block-chain technologies, integrated advertising solutions and analytic offerings.
Individuals and entities are now able to register on the platform to gain access to current and future offerings at www.akela.vc
As announced on 14 September 2016, the Company, via Akela, secured an allocation for its members in Cr8tek’s (ASX:CR8) capital raising for CR8’s Flamingo acquisition.
On 19 October 2016, Akela Capital Pty Ltd secured an allocation for its platform’s subscribers in the Initial Public Offering (IPO) for openDNA Ltd (ASX:OPN).
On 7 December 2016, Akela Capital Pty Ltd secured an allocation for its platforms subscribers in the IPO for eSense-Lab Ltd (ASX: ESE).
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As announced on 9 March 2017, the Company, via Akela, has completed an allocation for its platform’s subscribers in the IPO for Servtech Global Holdings Ltd (ASX: SVT).
Akela has also secured an allocation for its platform’s subscribers in the IPO for G Medical Innovations Holdings Ltd (ASX: GMV). Akela also secured and completed an allocation for its subscribers in the Calidus Resources Ltd (ASX: CAI) capital raising.
Discussions remain ongoing with strategic and prominent financial service providers and AFSL license holders in relation to new offerings and participation in the closed ecosystem.
5.2 Financial Review
The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business. The Group incurred a loss for the year of $503,335 (2016: $9,393,508 profit).
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
5.2 Financial Review
The net assets of the Group have decreased from $3,660,784 at 30 June 2016 to $3,157,449 at 30 June 2017.
As at 30 June 2017, the Group's cash and cash equivalents balance decreased by $477,610 to a balance at 30 June 2017 of $2,664,218 and had working capital of $2,588,532 (2016: $3,091,867).
Based on a cash flow forecast, the Group has sufficient working capital to fund its mandatory obligations for the period ending 12 months from the date of this report.
6. SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
Refer to section 5, Review of Operations.
7. EVENTS SUBSEQUENT TO REPORTING DATE
No matters or circumstances have arisen since the end of the reporting period which significantly affected or may significantly affect the operation of the Company, the result of those operations, or the state of affairs of the Company in the future financial years.
8. FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
The Company’s principal continuing activity is the development and commercialisation of its Akela proprietary financial services software platform. The Company future developments, prospects and business strategies are to continue to evaluate complimentary business acquisitions as part of the growth strategy outlined in the prospectus lodged with ASIC on 23 November 2015.
9. INFORMATION ON DIRECTORS
The following information on Directors including the share and option holdings is current as at the date of this report:
Mr Faldi Ismail
-
Chairman (Non-Executive)
-
Qualifications Bachelor of Business (Accounting & Finance)
-
Experience Mr Ismail has significant experience working as a corporate advisor specialising in the restructure and recapitalisation of a wide range of ASX-listed companies. With many years of investment banking experience, his expertise covers a wide range of industry sectors. Mr Ismail is the founder and operator of Otsana Capital, a boutique advisory firm specialising in mergers & acquisitions, capital raisings and Initial Public Offerings (IPO’s) and is currently a director of several ASX-Listed companies. Interest in Shares and - 7,000,000 Ordinary Shares Options at the date of this 6,250,000 Options exercisable by payment of $0.02 each on or before 3/9/2019 report 4,364,865 Options exercisable by payment of $0.03 each on or before 22/1/2019 3,000,000 Class A Performance Rights 3,000,000 Class B Performance Rights 3,000,000 Class C Performance Rights - Directorships held in other Asiamet Resources Limited (current) listed entities (last 3 years) MHM Metals Limited (current) Dotz Nano Technology (current) Cre8tek Limited (ceased 27 June 2017)
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
WHL Energy Limited (ceased 1 March 2017)
TV2U International Limited (ceased 21 October 2016)
BGD Corporation Limited (ceased 6 April 2016) Emergent Resources Limited (ceased 16 November 2015) Mareterran Limited (formerly Style Limited) (ceased 10 August 2015)
- Mr Brendan de Kauwe - Director (Non-Executive)
Qualifications
- Bachelor of Science and Bachelor of Dental Surgery
Post Graduate Diploma in Applied Finance, majoring in Corporate Finance, and is currently completing his Masters in Applied Finance
Experience
-
Dr de Kauwe’s extensive science and bio-medical background with more than 10 years’ experience in the health sector; coupled with his finance backing, gives him an integral understanding in the evaluation of projects over a diverse range of sectors. As an advisor with Otsana Capital he has been involved in a number of corporate restructures, capital raisings, and evaluations of a diverse range of assets.
-
Interest in Shares and - 1,250,000 Ordinary Shares Options at the date of this 3,000,000 Class A Performance Rights report 3,000,000 Class B Performance Rights 3,000,000 Class C Performance Rights
-
Directorships held in other Race Oncology Limited (current) listed entities (last 3 years) e-Sense Lab Limited (current)
G Medical Innovations Holdings Limited (current)
Calidus Resources Limited (formerly Pharmanet Group Limited) (ceased 13 June 2017)
XPED Limited (formerly Raya Group Limited) (ceased 24 March 2016)
Actinogen Limited (ceased 18 December 2014)
Prescient Therapeutics Limited (ceased 28 November 2014)
- Mr Peter Wall - Director (Non-Executive)
Qualifications
-
LLB BComm MAppFin FFin
-
Experience Mr Wall is a corporate lawyer and has been a Partner at Steinepreis Paganin (Perth based corporate law firm) since July 2005. Peter graduated from the University of Western Australia in 1998 with a Bachelor of Laws and Bachelor of Commerce (Finance). He has also completed a Masters of Applied Finance and Investment with FINSIA. Peter has a wide range of experience in all forms of commercial and corporate law, with a particular focus on technology, equity capital markets and mergers and acquisitions. He also has significant experience in dealing in cross border transactions.
Interest in Shares and - 4,750,000 Ordinary Shares Options at the date of this 3,000,000 Class A Performance Rights report 3,000,000 Class B Performance Rights 3,000,000 Class C Performance Rights
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
- Directorships held in other MyFiziq Limited (current) listed entities (last 3 years) Activistic Limited (current) Zyber Holdings Limited (current) Sky and Space Global Limited (current) Transcendence Technologies Limited (current) Zinc of Ireland (Formerly Globe Metals Exploration NL) (ceased 22 July 2016) TV2U International Limited (ceased 9 February 2016)
Brainchip Holdings Limited (Formerly Aziana Limited) (ceased 3 August 2015)
10. MEETINGS OF DIRECTORS
During the financial year, there was one meeting of directors (nil committee meetings of directors) held, with all Directors attending the meeting. In addition decisions at Board level were made via circular resolution of the Directors.
11. INDEMNIFYING OFFICERS OR AUDITOR
Indemnification
The Company indemnifies each of its Directors, Officers and Company Secretary. The Company indemnifies each Director or officer to the maximum extent permitted by the Corporations Act 2001 from liability to third parties, except where the liability arises out of conduct involving lack of good faith, and in defending legal and administrative proceedings and applications for such proceedings.
The Company must use its best endeavours to insure a Director or officer against any liability, which does not arise out of conduct constituting a wilful breach of duty or a contravention of the Corporations Act 2001. The Company must also use its best endeavours to insure a Director or officer against liability for costs and expenses incurred in defending proceedings whether civil or criminal.
To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount).
The Company has not entered into any agreement with its current auditors indemnifying them against any claims by third parties arising from their report on the financial report.
Insurance premiums
During the year the Company paid insurance premiums to insure Directors and Officers against certain liabilities arising out of their conduct while acting as an officer of the Group. Under the terms and conditions of the insurance contract, the nature of the liabilities insured against and the premium paid cannot be disclosed.
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
12. OPTIONS
Unissued shares under option
At the date of this report, the un-issued ordinary shares of Ookami Limited under option are as follows:
| Grant Date Expiry Date Exercise Price |
Number of shares under option |
|---|---|
| 24 December 2015 22 January 2019 $0.03 |
42,500,000 |
| 24 December 2015 4 September 2019 $0.02 |
25,000,000 |
| 67,500,000 |
No person entitled to exercise the option has or has any right by virtue of the option to participate in any share issue of any other body corporate. No shares were issued during the year on exercise of options (2016: Nil).
Performance Rights
| Performance Expiration dates |
Number of |
|---|---|
| Grant Date Right |
rights issued |
| 24 December 2015 Class A 25 January 2019 24 December 2015 Class B 25 January 2019 24 December 2015 Class C 25 January 2019 |
12,000,000 12,000,000 12,000,000 |
| 36,000,000 |
| Class | Milestone |
|---|---|
| Class A Performance Rights | Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 3 cents |
| Class B Performance Rights | Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 4 cents |
| Class C Performance Rights | Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 5 cents |
The Performance Rights will vest and become capable of exercise into ordinary shares in the Company upon the satisfaction of vesting conditions that are market based vesting conditions as disclosed above. The Class A Performance Rights vested on 29 March 2016, the remaining classes of performance rights vested when they were issued due to there being no service conditions. To date, these have not been exercised.
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
13. ENVIRONMENTAL REGULATIONS
The Company is subject to the environmental regulations under legislation of the Commonwealth of Australia. The Company aims to comply with the identified regulatory requirements in each jurisdiction in which it operates. There have been no known material breaches of the environmental regulations.
14. NON-AUDIT SERVICES
During the year, Ernst & Young, the Company’s auditor did not provide any services other than their statutory audits. Details of their remuneration can be found within the financial statements at Note 6 Auditor’s remuneration.
In the event that non-audit services are provided by Ernst & Young, the Board has established certain procedures to ensure that the provision of non-audit services are compatible with, and do not compromise, the auditor independence requirements of the Corporations Act 2001. These procedures include:
-
non-audit services will be subject to the corporate governance procedures adopted by the Company and will be reviewed by the Board to ensure they do not impact the integrity and objectivity of the auditor; and
-
ensuring non-audit services do not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards.
15. PROCEEDINGS ON BEHALF OF COMPANY
No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
16. AUDITOR’S INDEPENDENCE DECLARATION
The auditor’s independence declaration under section 307C of the Corporations Act 2001 (Cth) for the year ended 30 June 2017 has been received and can be found on page 18 of the Annual Report.
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
This remuneration report for the year ended 30 June 2017 outlines the remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001 (Cth), as amended (the Act) and its regulations. This information has been audited, as required by section 308(3C) of the Act.
The remuneration report is presented under the following sections:
-
Introduction
-
Remuneration governance
-
Executive remuneration arrangements
-
Non-executive director fee arrangements
-
Details of remuneration
-
Additional disclosures relating to options and shares
-
Loans to key management personnel (KMP) and their related parties
-
Other transactions and balances with KMP and their related parties
Details of the nature and amount of each element of the remuneration of each of the Key Management Personnel (“KMP”) of the Company (the Directors and executive) for the year ended 30 June 2017 are set out in the following tables:
There were no cash bonuses paid during the year and there are no set performance criteria for achieving cash bonuses.
The names of Directors in office at any time during or since the end of the year are:
| Name | Status | Appointed |
|---|---|---|
| Faldi Ismail | Non-Executive Chairman | Appointed 5 June 2015 |
| Brendan de Kauwe | Non-Executive Director | Appointed 5 June 2015 |
| Peter Wall | Non-Executive Director | Appointed 27 October 2015 |
| The names of other KMP in office at any time during or since the end of the year are: |
Zak Ismail Director of Akela Capital Pty Ltd
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
1. Introduction
KMP have authority and responsibility for planning, directing and controlling the major activities of the Group. KMP comprise the Directors of the Company and Mr Zak Ismail, who is a director of Akela Capital Pty Ltd and is engaged in an executive capacity by the Company.
Compensation levels for KMP are competitively set to attract and retain appropriately qualified and experienced directors and executives. The Board may seek independent advice on the appropriateness of compensation packages, given trends in comparative companies both locally and internationally and the objectives of the Group’s compensation strategy.
2. Remuneration governance
The Directors believe the Company is not currently of a size nor are its affairs of such complexity as to warrant the establishment of a separate remuneration committee. Accordingly, all remuneration matters are considered by the full Board of Directors, in accordance with a remuneration committee charter.
During the financial year, the Company did not engage any remuneration consultants.
3. Executive remuneration arrangements
The compensation structures are designed to attract suitably qualified candidates, reward the achievement of strategic objectives, and achieve the broader outcome of creation of value for shareholders. Compensation packages may include a mix of fixed compensation, equity-based compensation, as well as employer contributions to superannuation funds. Shares and options may only be issued to directors subject to approval by shareholders in a general meeting.
At this stage the Board does not consider the Group’s earnings or earnings related measures to be an appropriate key performance indicator (KPI). In considering the relationship between the Group’s remuneration policy and the consequences for the Company’s shareholder wealth, changes in share price are analysed as well as measures such as successful completion of business development and corporate activities.
When required the Company will formalise remuneration arrangements with executives in employment agreements.
4. Non-Executive Director fee arrangements
The Board policy is to remunerate Non-Executive Directors at a level to comparable Companies for time, commitment, and responsibilities. Non-executive Directors do not receive performance related compensation. Directors’ fees cover all main Board activities and membership of any committee. The Board has no established retirement or redundancy schemes in relation to Non-Executive Directors.
The Non-Executive Directors have been provided with performance rights that are meant to incentivise the NonExecutive Directors. These performance rights do not have any performance conditions attached. The board determines payments to the Non-Executive Directors and reviews their remuneration annually based on market practice, duties, and accountability. Independent external advice will be sought when required.
The maximum aggregate amount of fees that can be paid to Non-Executive Directors is presently limited to an aggregate of $150,000 per annum and any change is subject to approval by shareholders at a General Meeting. Fees for Non-Executive Directors are not linked to the performance of the Company. However, to align Directors’ interests with shareholder interests, the Directors are encouraged to hold shares in the Company.
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
Total fees for the Non-Executive Directors for the financial year were $72,000 (2016: $30,000) and cover main Board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the Group.
A. Performance Conditions Linked to Remuneration
The Group has established and maintains the Ookami Limited Performance Rights Plan (”Plan”) to provide ongoing incentives to any full time or part time employee, consultant or any person nominated by the Board (including Director or Company Secretary of the Company engaged by the Company on a full or part time basis) (“Eligible Participants”) of the Company.
The Board adopted the Plan to allow Eligible Participants to be granted Performance Rights to acquire shares in the Company.
The objective of the Plan is to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of Eligible Participants in achieving specified performance milestones within a specified performance period. The Board will ensure that the performance milestones attached to the securities issued pursuant to the Plan are aligned with the successful growth of the Company’s business activities, which the company measures with reference to the company’s share price. The company’s share price at 30 June 2017 was $0.014 (2016: $0.02) and its loss after tax was $503,335 (2016: profit of $9,393,508). Details of historical year’s share price and profit before tax beyond FY 2016 have not been included in this report given this was prior to the recapitalization of the company and prior to the company’s current business activities and therefore not considered to be comparable.
5. Details of Remuneration
The Key Management Personnel of Ookami Limited includes the Directors of the Company. Other than is set out below, there are no other Key Management Personnel as at 30 June 2017.
| Short Term | Post | Other | Total | Performance | ||
|---|---|---|---|---|---|---|
| Salary, Fees & | Employment |
Share-based | based | |||
| 30 June 2017 | Commissions | Superannuati | payments | remuneration | ||
| on | ||||||
| $ | $ | $ | $ | $ | % | |
| Non-Executive | ||||||
| Directors | ||||||
| Faldi Ismail | 24,000 | - |
- |
- |
24,000 | - |
| Brendan de Kauwe | 24,000 | - |
- |
- |
24,000 | - |
| Peter Wall | 24,000 | - |
- |
- |
24,000 | - |
| Executive Management | ||||||
| Zak Ismail | 60,000 | 60,000 | - |
|||
| Total | 132,000 | - |
- |
- |
132,000 |
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
| Short Term | Post | Other | Total | Performance | ||
|---|---|---|---|---|---|---|
| Salary, Fees & | Employment | Share-based | based | |||
| 30 June 2016 | Commissions | Superannuati | payments1 | remuneration | ||
| on | ||||||
| $ | $ | $ | $ | $ | % | |
| Non-Executive | ||||||
| Directors | ||||||
| Faldi Ismail | 10,000 | - | - | 151,800 |
161,800 | 94% |
| Brendan de Kauwe | 10,000 | - | - | 151,800 |
161,800 | 94% |
| Peter Wall | 10,000 | - | - | 151,800 |
161,800 | 94% |
| Nicholas Young | - | - | - | - |
- | - |
| Chris Ntoumenopoulos | - | - | - | 151,8002 |
151,800 | 100% |
| Executive Management | ||||||
| Zak Ismail | 25,000 | - | - | - |
25,000 | - |
| Total | 55,000 | - | - | 607,200 |
662,200 |
6. Additional disclosures relating to equity
Options awarded, vested and lapsed during the year
The table below discloses the number of share options granted, vested or lapsed during the year.
Share options do not carry any voting or dividend rights, and can only be exercised once the vesting conditions have been met, until their expiry date.
KMP Options holdings
The number of options[∗] over ordinary shares held by each KMP of the Group during the financial year is as follows:
| 30 June 2017 Faldi Ismail Brendan de Kauwe Peter Wall Zak Ismail Total |
Balance at the start of the year Granted during the year Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable Vested and un- exercisable 10,614,865 - - - 10,614,865 - 10,614,865 - - - - - - - - - - - - - - 16,547,059 - - - 16,547,059 - 16,547,059 |
|---|---|
| 27,161,924 - - - 27,161,924 - 27,161,924 |
1 The value of the performance rights granted to key management personnel as part of their remuneration is calculated as at the grant date using the Monte Carlo method. The amounts disclosed as part of remuneration for the financial year were issued and vested within the period.
2 In recognition of the service Mr Ntoumenopoulos provided to the Company, the Board resolved to proceed with the proposed issue of 9,000,000 Performance Rights even though he resigned as Director on 26 November 2015.
∗ Includes options or shares held directly, indirectly and beneficially by KMP
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
KMP Options holdings (con’t)
| 30 June 2016 Faldi Ismail Nicholas Young Zak Ismail Total |
Balance at the start of the year Granted during the year Exercised during the year Other changes during the year1 Balance at the end of the year Vested and exercisable Vested and un- exercisable - - - 10,614,865 10,614,865 - 10,614,865 - - - 3,125,000 3,125,000 - 3,125,000 - - - 16,547,059 16,547,059 - 16,547,059 |
|---|---|
| - - - 30,286,924 30,286,924 - 30,286,924 |
No shares were issued during the year on exercise of options (2016: Nil).
KMP performance rights holdings
The number of performance rights held by each KMP of the Group during the financial year is as follows:
| 30 June 2017 Faldi Ismail Brendan de Kauwe Peter Wall Total 30 June 2016 Faldi Ismail Brendan de Kauwe Peter Wall Chris Ntoumenopoulos Total |
Balance at the start of the year Granted during the year as remuneration Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable Vested and un- exercisable 9,000,000 - - - 9,000,000 3,000,000 6,000,000 9,000,000 - - - 9,000,000 3,000,000 6,000,000 9,000,000 - - - 9,000,000 3,000,000 6,000,000 |
|---|---|
| 27,000,000 - - - 27,000,000 9,000,000 18,000,000 |
|
| Balance at the start of the year Granted during the year as remuneration Exercised during the year Other changes during the year Balance at the end of the year Vested and exercisable Vested and un- exercisable - 9,000,000 - - 9,000,000 - 9,000,000 - 9,000,000 - - 9,000,000 - 9,000,000 - 9,000,000 - - 9,000,000 - 9,000,000 - 9,000,000 - - 9,000,000 - 9,000,000 |
|
| - 36,000,000 - - 36,000,000 - 36,000,000 |
No shares were issued during the year on exercise of performance rights (2016: Nil).
1 These were options issued for promoter or broking services provided by the Directors with the exception of 13,547,059 options granted to Zak Ismail which related to consideration for the acquisition of Akela Capital Pty Ltd. Further details of these transactions is contained in section 8 below.
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
KMP Shareholdings
The number of ordinary shares[∗] in Ookami Limited held by each KMP of the Group during the financial year is as follows:
| 30 June 2017 Faldi Ismail Brendan de Kauwe Peter Wall Zak Ismail Total 30 June 2016 Faldi Ismail Brendan de Kauwe Peter Wall Nicholas Young Zak Ismail Total |
Balance at the start of the year Granted as Remuneration during the year Issued on exercise of options during the year Other changes during the year Balance at end of Year 5,500,000 - - 1,500,000 7,000,000 1,250,000 - - - 1,250,000 4,750,000 - - - 4,750,000 15,047,059 - - - 15,047,059 |
|---|---|
| 26,547,059 - - 1,500,000 28,047,059 |
|
| Balance at the start of the year Granted as Remuneration during the year Issued on exercise of options during the year Other changes during the year1 Balance at end of Year - - - 5,500,000 5,500,000 - - - 1,250,000 1,250,000 - - - 4,750,000 4,750,000 - - - 3,125,000 3,125,000 - - - 15,047,059 15,047,059 |
|
| - - - 29,672,059 29,672,059 |
Performance Rights granted as remuneration
| 30 June 2016 Grant Details Exercised Lapsed Grant Date No. Value2 No. Value No. Value Balance at End of Year $ $ $ No. Value Group KMP $ Faldi Ismail 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Brendan de Kauwe 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Peter Wall 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Chris Ntoumenopoulos3 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 607,200 - - - - 36,000,000 607,200 |
30 June 2016 Grant Details Exercised Lapsed Grant Date No. Value2 No. Value No. Value Balance at End of Year $ $ $ No. Value Group KMP $ Faldi Ismail 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Brendan de Kauwe 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Peter Wall 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Chris Ntoumenopoulos3 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 607,200 - - - - 36,000,000 607,200 |
30 June 2016 Grant Details Exercised Lapsed Grant Date No. Value2 No. Value No. Value Balance at End of Year $ $ $ No. Value Group KMP $ Faldi Ismail 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Brendan de Kauwe 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Peter Wall 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 Chris Ntoumenopoulos3 24 Dec 2015 9,000,000 151,800 - - - - 9,000,000 151,800 607,200 - - - - 36,000,000 607,200 |
|---|---|---|
| 24 Dec 2015 9,000,000 |
||
| 24 Dec 2015 9,000,000 |
||
| 607,200 - - - - 36,000,000 607,200 |
∗ Includes options or shares held directly, indirectly and beneficially by KMP
1 Other changes include shares issued as consideration for the acquisition of Akela Capital Pty Ltd and for broking and promoter services provided. Further details of these transactions is contained in section 8 below.
2 The fair value of performance rights granted as remuneration and as shown in the above table has been determined in accordance with Australian Accounting Standards. The expense for these rights has been recognised in full for the current period given there is no applicable service period.
3 In recognition of the service Mr. Ntoumenopolos has provided to the Company, the Board resolved to proceed with the proposed issue of
9,000,000 Performance Rights even though he resigned as Director on 26 November 2015.
14
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
Description of Performance Rights issued as remuneration
| Grant Date Performance Right Expiration dates |
Grant Date Performance Right Expiration dates |
Value per | |
|---|---|---|---|
| Number of Right at |
|||
| rights issued Grant Date |
Total Value | ||
| ($) | $ | ||
| 24 December 2015 Class A 25 January 2019 24 December 2015 Class B 25 January 2019 24 December 2015 Class C 25 January 2019 |
|||
| 12,000,000 0.0177 |
212,400 | ||
| 12,000,000 0.0170 |
204,000 | ||
| 12,000,000 0.0159 |
190,800 | ||
| 36,000,000 | 607,200 |
| Class | Milestone |
|---|---|
| Class A Performance Rights | Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 3 cents |
| Class B Performance Rights | Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 4 cents |
| Class C Performance Rights | Upon volume weighted average price (VWAP) for 10 consecutive trading days of shares equals or exceeds 5 cents |
The Performance Rights will vest and become capable of exercise into ordinary shares in the Company upon the satisfaction of vesting conditions that are market based vesting conditions as disclosed above. The Class A Performance Rights vested on 29 March 2016, the remaining classes of performance rights vested when they were issued due to there being no service conditions. To date, these have not been exercised.
No Performance Rights were granted as remuneration for the year ended 30 June 2017.
7. Loans to KMP and their related parties
There were no loans made to Key Management Personnel during the financial year.
8. Other transactions and balances with KMP and their related parties
Purchases from and sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Group acquired the following services from entities that are controlled by members of the Group’s KMP:
Some Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
15
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
8. Other transactions and balances with KMP and their related parties (Continued)
| Entity | Nature of | Key | Total Revenue/(Expense) | Total Revenue/(Expense) | Payable Balance | Payable Balance | Receivables Balance | Receivables Balance | |
|---|---|---|---|---|---|---|---|---|---|
| transactions | Management | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||
| Personnel | $ | $ | $ | $ | $ | $ | |||
| Adamantium | Rental | of | Faldi Ismail |
||||||
| - | |||||||||
| Holdings Pty | office | (19,500) | (9,000) | (1,500) | - |
- | |||
| Ltd | |||||||||
| Otsana | AFSL | Faldi Ismail | |||||||
| Capital Pty Ltd |
Expense/ Capital |
(15,571) | (227,163) | (3,450) | - |
- | - | ||
| raising fees | |||||||||
| Onyx | Corporate | Nicholas | |||||||
| Corporate | accounting | Young1 | - | (18,000) | - | (3,000) | - | - | |
| Pty Ltd | |||||||||
| Otsana | Revenue | Faldi Ismail | |||||||
| Capital | 94,796 | - | - | - | - | - | |||
| Pty Ltd |
Rental of office space and registered office fees of $19,500 were paid to Adamantium Holdings Pty Ltd for the year ended 30 June 2017, refer to note 18 for additional details. Adamantium Holdings Pty Ltd is a company controlled by director Faldi Ismail.
IT Consultancy fees of $60,000 were paid to Zak Ismail for the year ended 30 June 2017, which has been included in the remuneration table in section 5 above. The Company signed a 24 months consultancy agreement with Zak Ismail to provide information technology services. The agreement expires on 31 January 2018. Commitments of $35,000 remain at the end of the reporting period.
Nil loans for the year ended 30 June 2017 (2016: $20,000 loan with former director, Mr Chris Ntoumenopoulos).
Certain KMP participated in the promoter share and options offer in the prior year which have been accounted for as a share based payment given that it related to promoter services being provided. Additional detail on the share based payment arrangements are at Note 15. There were no share based payments for the year ended 30 June 2017.
-
FY 2016, Mr Faldi Ismail participated in the promoter placement on 3 September 2015, Mr Ismail received 2,500,000 shares which had a fair value of $50,000 and 6,250,000 options with a fair value of $87,173;
-
FY 2016, Mr Nicholas Young participated in the promoter placement on 3 September 2015, Mr Young received 3,125,000 shares which had a fair value of $62,500 and 3,125,000 options with a fair value of $43,587;
-
FY 2016, Mr Zak Ismail participated in the promoter placement on 3 September 2015, Mr Ismail received 3,000,000 options with a fair value of $41,843.
FY 2016, Otsana Capital an entity controlled by Mr Faldi Ismail provided broker services as part of the capital raising. Otsana received 4,364,865 options with a fair value of $47,742.
1 Nicholas Young resigned 25 October 2015
16
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
DIRECTORS’ REPORT
REMUNERATION REPORT (AUDITED)
8. Other transactions and balances with KMP and their related parties (Continued)
FY 2016, Mr Zak Ismail received 13,547,059 options and 13,547,059 shares in Ookami Limited as consideration for the acquisition of Akela Capital Pty Ltd. The fair value of these shares and options was $419,155. Refer to Note 20 for further details on the acquisition.
On 21 April 2017, the Company’s wholly owned subsidiary Akela Capital Pty Ltd (Akela) entered into the Authorised Representative and Intellectual Property Agreement (Agreement) with Otsana Pty Ltd (Otsana), an entity controlled by director Mr Faldi Ismail.
Under the Agreement, Otsana will allow the Authorised Representatives of Akela to provide Authorised Specified Services under the Financial Services Licence (AFSL) held by Otsana. The Agreement is for a period of 24 months and for the year ended 30 June 2017 a total fee of $12,121 was paid to Otsana.
During the year, the Group generated service revenue of $94,796 by providing fixed price service contract for Otsana, an entity controlled by director Mr Faldi Ismail.
On 21 April 2017, the Company’s wholly owned subsidiary Akela Capital Pty Ltd (Akela) entered into the Authorised Representative and Intellectual Property Agreement (Agreement) with Otsana Pty Ltd (Otsana), an entity controlled by director Mr Faldi Ismail.
Under the Agreement, Otsana will allow the Authorised Representatives of Akela to provide Authorised Specified Services under the Financial Services Licence (AFSL) held by Otsana. The Agreement is for a period of 24 months and for the year ended 30 June 2017 a total fee of $12,121 was paid to Otsana.
REMUNERATION REPORT (END)
Signed in accordance with a resolution of the Board of Directors.
==> picture [69 x 55] intentionally omitted <==
Faldi Ismail
Non-Executive Chairman
Dated 31 August 2017
17
Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843
==> picture [71 x 81] intentionally omitted <==
Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au
Auditor’s Independence Declaration to the Directors of Ookami Limited
As lead auditor for the audit of Ookami Limited for the financial year ended 30 June 2017, I declare to the best of my knowledge and belief, there have been:
-
a) no contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the audit ; and
-
b) no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Ookami Limited and the entities it controlled during the financial year.
==> picture [198 x 33] intentionally omitted <==
Ernst & Young
==> picture [130 x 35] intentionally omitted <==
T G Dachs Partner
31 August 2017
18
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2017
| Note Revenue 2 Other Income 2 Director fees Insurance expense Software expense AFSL expense Professional fees Share based payment expense 15 Share register expense Rent expense Other expenses (Loss)/Profit before income tax 3 Income tax expense 4 (Loss)/Profit for the year Other comprehensive income: Other comprehensive loss for the year, net of tax Total comprehensive (loss)/income for the year (Loss)/Profit attributable to: Members of the parent entity Total comprehensive (loss)/ income attributable to: Members of the parent entity Basic (loss)/earnings per share (cents per share) 7 Diluted (loss)/earnings per share (cents per share) 7 |
2017 2016 $ $ 94,796 - 19,511 11,168,712 (72,000) (30,000) (25,025) (9,625) (297,957) (99,566) (15,571) - (106,867) (113,650) - (1,455,393) (32,711) (29,415) (19,500) (9,000) (48,011) (28,555) |
|---|---|
| (503,335) 9,393,508 |
|
| - - |
|
| (503,335) 9,393,508 |
|
| - - |
|
| (503,335) 9,393,508 |
|
| (503,335) 9,393,508 |
|
| (503,335) 9,393,508 |
|
| (0.20) 7.51 (0.20) 7.07 |
The accompanying notes form part of these financial statements.
19
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017
| Note CURRENT ASSETS Cash and cash equivalents 8 a Trade and other receivables 9 Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Intangible assets 10 TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables 11 Borrowings 12 TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS SHAREHOLDERS’ EQUITY Issued capital 13 Reserves 14 Accumulated losses TOTAL SHAREHOLDERS’ EQUITY |
2017 2016 $ $ 2,664,218 3,141,828 1,911 6,519 63 6,875 |
|---|---|
| 2,666,192 3,155,222 |
|
| 568,917 568,917 |
|
| 568,917 568,917 |
|
| 3,235,109 3,724,139 |
|
| 77,660 58,405 - 4,950 |
|
| 77,660 63,355 |
|
| 77,660 63,355 |
|
| 3,157,449 3,660,784 |
|
| 25,537,263 25,537,263 1,420,798 1,420,798 (23,800,612) (23,297,277) |
|
| 3,157,449 3,660,784 |
The accompanying notes form part of these financial statements.
20
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2017
| Balance at 1 July 2015 Profit for the year Other comprehensive income Total comprehensive income for the year Transactions with owners, recognised directly in equity Equity issued during the year Options issued during the year Performance rights issued during the year Options lapsed during the year Consideration for acquisition of Akela Capital Pty Ltd (Note 20) Conversion of convertible notes Capital raising costs Balance at 30 June 2016 Balance at 1 July 2016 Loss for the year Other comprehensive income Total comprehensive loss for the year Transactions with owners, recognised directly in equity Equity issued during the year Balance at 30 June 2017 |
Issued Capital Reserves Accumulated Losses Total $ $ $ $ 21,193,635 603,280 (33,294,065) (11,497,150) - - 9,393,508 9,393,508 - - - - |
|---|---|
| - - 9,393,508 9,393,508 |
|
| 4,300,000 - - 4,300,000 - 622,136 - 622,136 - 607,200 - 607,200 - (603,280) 603,280 - 350,000 191,462 - 541,462 300,000 - - 300,000 (606,372) - - (606,372) |
|
| 25,537,263 1,420,798 (23,297,277) 3,660,784 |
|
| 25,537,263 1,420,798 (23,297,277) 3,660,784 - - (503,335) (503,335) - - - - |
|
- - (503,335) (503,335) |
|
| - - - - |
|
| 25,537,263 1,420,798 (23,800,612) 3,157,449 |
The accompanying notes form part of these financial statements.
21
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL REPORT 30 JUNE 2017
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2017
| Note CASH FLOWS FROM OPERATING ACTIVITIES Payments to suppliers and employees Payments for software platform Interest received Receipts from customers Payment to deed Administrator Net cash used in operating activities 8 b CASH FLOWS FROM INVESTING ACTIVITIES Cash acquired from acquisition of subsidiary 20 Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares and options Capital raising costs Net cash provided by financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year Cash and cash equivalents at the end of the financial year |
2017 2016 $ $ (316,582) (357,781) (278,020) (66,009) 19,511 19,020 97,481 - - (129,521) |
|---|---|
| (447,610) (534,291) |
|
| - 8,129 |
|
| - 8,129 |
|
| - 4,000,500 - (332,929) |
|
| - 3,667,571 |
|
| (447,610) 3,141,409 3,141,828 419 |
|
| 2,664,218 3,141,828 |
The accompanying notes form part of these financial statements
22
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
These consolidated financial statements cover Ookami Limited (“the Company”) and its controlled entities as a consolidated entity (also referred to as “the Group”). Ookami Limited is a company limited by shares, incorporated and domiciled in Australia. The Group is a for-profit entity. The Group’s consolidated financial statements are presented in Australian dollars, which is also the Parent’s functional currency.
The financial statements were issued in accordance with a resolution by the Board of Directors on 31 August 2017 by the directors of the Company.
The following is a summary of the material accounting policies adopted by the consolidated entity in the preparation and presentation of the financial report. The accounting policies have been consistently applied, unless otherwise stated.
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation of the financial report
a) Statement of Compliance
These financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“AASBs”) (including Australian interpretations) adopted by the Australian Accounting Standard Board (“AASB”) and the Corporations Act 2001 where possible (refer to note 1(b)). The financial statements have been prepared on an accruals basis and are based on historical costs.
b) Incomplete records
-
a) The financial report for the year ended 30 June 2016 was prepared by Directors who did not have control of the Company until the effectuation of the deed of company arrangement (“DoCA”) on 23 September 2015.
-
b) Prior to 23 September 2015, the current Directors did not have oversight or control over the company’s financial reporting systems including but not limited to being able to obtain access to complete accounting records of the Company. To prepare the statement of profit or loss and other comprehensive income for year ended 30 June 2016 which is shown in the financial report for the purpose of comparison, the Directors reconstructed the financial records of the company for the period 1 July 2015 to 23 September 2015 using data extracted from the company’s accounting system. However, there may have been information that the current Directors were not able to obtain, the impact of which may or may not have been material on the financial performance for the year ended 30 June 2016.
c) Principles of Consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 30 June 2017. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
-
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee);
-
Exposure, or rights, to variable returns from its involvement with the investee, and
-
The ability to use its power over the investee to affect its returns.
When the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
- The contractual arrangement with the other vote holders of the investee,
23
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
-
Rights arising from other contractual arrangements,
-
The Group’s voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the statement of comprehensive income from the date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
A change in ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:
-
De-recognises the assets (including goodwill) and liabilities of the subsidiary
-
De-recognises the carrying amount of any non-controlling interests
-
De-recognises the cumulative translation differences recorded in equity
-
Recognises the fair value of the consideration received
-
Recognises the fair value of any investments retained
-
Recognises any surplus or deficit in profit and loss
-
Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities
d) Business combination
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The business combination will be accounted for from the date that control is attained, whereby the fair value of the identifiable assets acquired and liabilities (including contingent liabilities) assumed is recognised (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability is remeasured in each reporting period to fair value, recognising any change to fair value in profit or loss, unless the change in value can be identified as existing at acquisition date.
All transaction costs incurred in relation to business combinations are recognised as expenses in profit or loss when incurred.
24
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
e) Income Tax
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated using applicable income tax rates enacted, or substantially enacted, as at reporting date. Current tax liabilities (assets) are therefore measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances during the year as well unused tax losses.
Current and deferred income tax expense (income) is charged or credited directly to equity instead of the profit or loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets also result where amounts have been fully expensed but future tax deductions are available. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at reporting date. Their measurement also reflects the manner in which management expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.
Where temporary differences exist in relation to investments in subsidiaries, branches, associates, and joint ventures, deferred tax assets and liabilities are not recognised where the timing of the reversal of the temporary difference can be controlled and it is not probable that the reversal will occur in the foreseeable future.
Current tax assets and liabilities are offset where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
f) Leases
Leases are classified at their inception as either operating or finance leases based on economic substance of the agreement so as to reflect the risks and benefits incidental to ownership.
25
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Operating Leases
The minimum lease payments made under operating leases are charged against profits in equal installments over the accounting periods covered by the lease term where the lessor effectively retains substantially all of the risks and benefits of ownership of the leased item.
The cost of improvements to or on leased property is capitalized, disclosed as leasehold improvements and amortised.
Finance leases
Leases which effectively transfer substantially all of the risks and rewards incidental to ownership of the leased item to the Company are capitalised at the present value of the minimum lease payments and disclosed as property, plant and equipment under lease. A lease liability of equal value is also recognised.
Capitalised lease assets are depreciated over the shorter of the estimated useful life of the assets and the lease term. Minimum lease payments are allocated between interest expense and reduction of the lease liability with the interest expense calculated using the interest rate implicit in the lease and recognised directly in net profit.
g) Financial Instruments
Initial recognition and measurement
Financial instruments, incorporating financial assets and financial liabilities, are recognised when the entity becomes a party to the contractual provisions of the instrument.
Financial instruments are initially measured at fair value plus transactions costs where the instrument is not classified as at fair value through profit or loss. Transaction costs related to instruments classified as at fair value through profit or loss are expensed to profit or loss immediately. Financial instruments are classified and measured as set out below.
Classification and subsequent measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the assets or liability, assuming the market participants acts in their economic best interests.
(i) Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, except for those which are not expected to mature within 12 months after the end of the reporting period. (All other loans and receivables are classified as non-current assets.)
(ii) Financial liabilities
Non-derivative financial liabilities (excluding financial guarantees) are subsequently measured at amortised cost. Gains or losses are recognised in profit and loss through the amortisation process and when the financial liability is derecognised.
Derivative instruments
The Group does not trade or hold derivatives.
26
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Financial guarantees
The Group has no material financial guarantees.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a financial instrument has been impaired. An impairment exists if one or more events that has occurred since the initial recognition of the asset (an incurred ‘loss event’) has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated. Evidence of impairment may include indications that the debtor or a group of debtors is experiencing significant financial difficulty, default or delinquency in interest or principal payments, the probability that they will enter bankruptcy or other financial reorganisation and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes in arrears or economic conditions that correlate with defaults.
Derecognition
Financial assets are derecognised where the contractual rights to receipt of cash flow expires or the asset is transferred to another party whereby the entity no longer has any significant continuing involvement in the risks and benefits associated with the asset.
Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expired. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in profit or loss.
h) Impairment of non-financial assets
At the end of each reporting period, the Directors assess whether there is any indication that an asset may be impaired. The assessment will include the consideration of external and internal sources of information, including dividends received from subsidiaries deemed to be out of pre-acquisition profits. If any such
indication exists, an impairment test is carried out on the asset by comparing the asset’s recoverable amount, being the higher of its fair value less costs to sell and its value in use, to the asset’s carrying amount. Any excess of the asset’s carrying amount over its recoverable amount is recognised immediately in profit or loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the asset belongs.
Impairment testing is performed annually for goodwill and intangible assets with indefinite lives.
i) Intangible assets
Internally developed software
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:
-
The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
-
Its intention to complete and its ability to use or sell the asset
-
How the asset will generate future economic benefits
-
The availability of resources to complete the asset
-
The ability to measure reliably the expenditure during development
-
The ability to use the intangible asset generated
27
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Costs that are directly attributable include employee costs incurred on software development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over the period of expected future benefits. As at 30 June 2017, no intangible assets were considered to be available for use.
When an intangible asset is disposed of, the gain or loss on disposal is determined as the difference between the proceeds and the carrying amount of the asset, and is recognised in profit or loss within other income or other expenses.
j) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits available on demand with banks with original maturity of three months or less.
k) Revenue
Revenue is measured at the fair value of the consideration received or receivable.
Rendering of services
The Group primarily generates service revenue from the following activities:
-
Open DNA marketing fees
-
Platform listing fees
-
Capital raising fees
These services are provided under fixed price service contract. Revenue recognition relating to the provision of services is determined with reference to the stage of completion of the transaction at the end of the reporting period, where outcome of the contract can be estimated reliably. Stage of completion is determined with reference to the services performed to date as a percentage of total anticipated services to be performed. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent that related expenditure is recoverable.
Interest revenue
Interest revenue is brought to account on an accruals basis using the effective interest rate method and, if not received at the end of the reporting period, is reflected in the statement of financial position as a receivable
k) Operating expenses
Operating expenses are recognised in profit or loss upon utilisation of the service or at the date of their origin.
l) Goods and Services Tax (GST)
Revenues, expenses, and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office (ATO).
Receivable and payables are stated inclusive of the amount of GST receivable or payable. The net amount of the GST recoverable from, or payable to, the ATO is included with other receivables and payables in the statement of financial position.
28
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
m) Employee Benefits
Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to the end of the reporting period. Employee benefits that are expected to be settled within 12 months have been measured at the amounts expected to be paid when the liability is settled. Employee benefits payable later than 12 months have been measured at the present value of the estimated future cash outflows to be made for those benefits. In determining the liability, consideration is given to employee wages increases and the probability that the employee may satisfy any vesting requirements. Those cash flows are discounted using market yields on corporate bonds with terms to maturity that match the expected timing of cash flows attributable to employee benefits.
Equity-settled compensation
The Group operates an employee share and option plan. Share-based payments to employees are measured at the fair value of the instruments issued and amortised over the vesting periods. The fair value of performance right options is determined using the satisfaction of certain performance criteria (Performance Milestones). The number of shares option and performance rights expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. The fair value is determined using either a black scholes or monte carlo simulation model depending on the type of share-based payment.
n) Provisions
Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured. Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
o) Equity and reserves
Share capital represents the fair value of shares that have been issued. Any transaction costs associated with the issuing of shares are deducted from share capital, net of any related income tax benefits. The option reserve records the value of share-based payments.
p) Segment Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.
The operating segments were previously identified by management based on geographical location. The Company’s previous operations have ceased as explained in note 2. In respect to the Group’s current operations subsequent to the DoCA being executed, the financial information presented to the chief operating decision maker is consistent with that presented in the statement of profit or loss and other comprehensive income, statement of financial position and statement of cash flows.
The Group now only has one segment being, the development of software and the location of the segments assets is in Western Australia. Accordingly, all significant operating disclosures are based upon analysis of the
29
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Group as one segment. The financial results from this segment are equivalent to the financial statements of the Group as a whole.
q) Earnings per share
Basic earnings per share is calculated by dividing:
-
the profit attributable to member of the parent entity, excluding any costs of servicing equity other than ordinary shares
-
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year (if any).
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
-
the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
-
the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
r) Foreign currencies
The Group’s consolidated financial statements are presented in Australian dollars, which is also the parent company’s functional currency. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss.
s) Critical Accounting estimates and judgements
The Directors evaluate estimates and judgements incorporated into the financial statements based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group.
Significant management judgement
The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on the financial statements.
Capitalisation of internally developed software
Distinguishing the research and development phase of a new customized software project and determining whether the recognition requirements for the capitalisation of development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.
30
OOKAMI LIMITED
ABN 67 009 081 770
ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Key Estimates
Share-based payments
Share-based payments are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The fair value of options is determined using the Black-Scholes pricing model. The number of shares and options expected to vest is reviewed and adjusted at the end of each reporting period such that the amount recognised for services received as consideration for the equity instruments granted is based on the number of equity instruments that eventually vest. The fair value of Performance Rights is determined using a Monte Carlo simulation model. The corresponding amount for options or performance rights is recorded to the option reserve. Details of share-based payments assumptions are detailed in Note 15.
Impairment
In assessing impairment, management estimates the recoverable amount of each asset or cash-generating unit based on expected future cash flows and uses an interest rate to discount them.
The intangible assets of $568,917 as disclosed in note 10 have been assessed for impairment by considering the fair value less cost to sell. The fair value less cost to sell has been determined by the group considering the initial purchase price of the in-process research and development during the prior year and the additional value that has been added to the platform subsequent to that date through further expenditure. All estimates have been based on information that is currently available. Given the stage of development of the platform, there is still uncertainty associated with future cash flows to be generated by the platform, and this may in turn result in further impact on future financial result.
31
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
| NOTE 2: REVENUE AND OTHER INCOME Revenue from rendering of services Other Income Interest received, non-related parties Gain on creditor obligation released Less: Net refunds received by Administrator Final DoCA payment Creditor shares transferred to the trust Gain arising from Deed of Company Arrangement Total other income |
2017 2016 $ $ 94,796 - |
|---|---|
| 94,796 - |
|
| 19,511 19,020 |
|
| - 11,389,325 - (2,133) - (137,500) - (100,000) |
|
| - 11,149,692 |
|
| 19,511 11,168,712 |
Other Income - Gain arising from Deed of Company Arrangement
On 29 August 2014, the Board resolved to place the Company into voluntary administration and appointed Mr Mark Summers and Mr Jack James of Palisade Business Consulting as joint and several administrators of the Company. Following appointment of the administrators, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business, property and affairs.
The DoCA was executed on 24 October 2014. On 13 March 2015, the creditors of the Company resolved that the Company vary the Original DoCA. On the 20 March 2015 the Company and Otsana Capital (Otsana) executed a varied DoCA, which embodied a proposal by Otsana for the recapitalisation of the Company (Recapitalisation Proposal). The DoCA provided for the creation of a Creditors Trust and an opportunity for the Company to be restructured for a “cash consideration”. Under the DoCA, the claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust. The Voluntary Administrators were appointed as Deed Administrators and Trustees of the Creditors Trust. The purpose of the DoCA was to facilitate a reconstruction and recapitalisation of the Company with a view to having the Company relisted on the ASX. On effectuation of the DoCA control of the Company reverted back to the Directors.
The effectuation of the DoCA on 23 September 2015 had the following financial effect:
-
claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust;
-
all cash at bank and any other assets at 23 September 2015 were transferred to the Creditors Trust; and
-
• the payment of the promoter contribution of $200,000[1] .
This resulted in a debt release gain under the DoCA of $11,149,692 being recognised in the year ended 30 June 2016 as detailed above.
1 The initial deposit of $27,500 and second deposit of $35,000 was settled in FY 2015, the amounts were loaned from the promoters as disclosed in Note 7. The remaining promoter contribution of $137,500 was settled during the year ending 30 June 2016.
32
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
Following the effectuation of the DoCA on the 23 September 2015, control reverted to the Directors.
| NOTE 3: (LOSS)/PROFIT FOR THE YEAR (Loss)/Profit before income tax from continuing operations includes the following specific expenses: Software expense - IT Consultant Fee - Software expense Professional Fees - Accounting and company secretarial fees - Audit fees - Legal and consulting fees NOTE 4: INCOME TAX (a) Income tax expense Current tax Deferred tax (b) The prima facie tax payable on loss from ordinary activities before income tax is reconciled to the income tax expense as follows: - Income tax (benefit)/expense calculated at 27.5% (2016: 28.5%) Non-deductible items Non-deductable expenditure Change in tax rate Prior period adjustment Non-assessable income Temporary differences not recognised Income tax attributable to operating income/(loss) The applicable weighted average effective tax rates are as follows: Balance of franking account at year end |
2017 2016 $ $ (60,000) (25,000) (237,957) (74,566) (297,957) (99,566) (65,500) (61,535) (32,485) (26,690) (8,882) (25,425) (106,867) (113,650) 2017 2016 $ $ - - - - |
|
|---|---|---|
| - - |
||
| (138,417) 2,677,150 5,079 490,596 103 - (100,092) - - (3,245,948) 233,327 78,202 |
||
| - - |
||
| Nil% Nil% Nil Nil |
33
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
| NOTE 4: INCOME TAX Deferred tax assets Tax benefits Accrued expenses Capital expenditure Black hole expenditure Unrecognised deferred tax asset Set-off deferred tax liabilities Net deferred tax assets Less deferred tax assets not recognised Net Assets Deferred tax liabilities Other Set-off deferred tax assets Net deferred tax liabilities Tax losses Unused tax losses for which no deferred tax asset has been recognised |
2017 2016 245,558 105,200 16,556 8,297 16,500 - |
|---|---|
| 124,193 56,931 |
|
| 402,807 170,428 - - |
|
| 402,807 170,428 402,807 (170,428) |
|
| - - |
|
| - - |
|
| - - |
|
| - - |
|
| 402,807 170,428 |
Carry forward losses
Potential future income tax benefits attributable to tax losses carried forward have not been brought to account at 30 June 2017, because the Directors do not believe it is appropriate to regard realisation of the future income tax benefits as probable.
NOTE 5: KEY MANAGEMENT PERSONNEL COMPENSATION
The totals of remuneration paid to Key Management Personnel during the year are as follows:
| Short-term employee benefits Equity Settled Total KMP Compensation |
2017 2016 $ $ 132,000 55,000 - 607,200 |
|---|---|
| 132,000 662,200 |
Loans to Key Management Personnel
There were no loans made to Key Management Personnel during the financial year.
Other KMP Transactions
Refer to note 18 for detailed notes on other transactions with KMP.
34
OOKAMI LIMITED ABN 67 009 081 770
ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
| NOTE 6: AUDITOR’S REMUNERATION Remuneration of the auditor of the Group (Ernst & Young) for: - auditing or reviewing the financial reports NOTE 7: (LOSS)/EARNINGS PER SHARE (Loss)/Earnings per share (EPS) (a) (Loss)/Profit used in calculation of basic EPS and diluted EPS (b) Weighted average number of ordinary shares outstanding during the year used in calculation of basic earnings/(loss) per share Weighted average number of dilutive options outstanding* Weighted average number of ordinary shares outstanding during the year used in calculating dilutive EPS |
2017 $ 2016 $ 32,485 24,650 |
|---|---|
| 32,485 24,650 |
|
| 2017 $ 2016 $ (503,335) 9,393,508 |
|
| 252,592,289 125,030,645 - 7,758,621 |
|
| 252,592,289 132,789,266 |
- The Group does not report diluted earnings per share with options on annual losses as it is antidilutive in nature. As at 30 June 2017 the company had 67,500,000 options and 36,000,000 performance rights which are considered to be anti-dilutive.
| NOTE 8a: CASH AND CASH EQUIVALENTS Cash at bank Term deposit Funds held in trust Total cash and cash equivalents in the statement of cash flows |
2017 $ 2016 $ 2,643,618 3,121,228 20,000 20,000 600 600 |
|---|---|
| 2,664,218 3,141,828 |
The effective interest rate on short-term bank deposit was 2.1% (30 June 2016: 2.4%). The deposit has no fixed maturity dates.
NOTE 8b: CASH FLOW INFORMATION
| NOTE 8b: CASH FLOW INFORMATION | |
|---|---|
| (Loss)/Profit after income tax Non-cash flows in loss after income tax Gain under the DoCA Share based payment expense Changes in assets and liabilities Decrease/ (increase) in receivables Decrease/ (increase) in other assets (Decrease)/ increase in payables Cash flows used in operating activities |
(503,335) 9,393,508 - (11,379,213) - 1,555,393 4,608 (6,103) 6,812 (6,875) 14,305 (91,001) |
| (477,610) (534,291) |
35
OOKAMI LIMITED ABN 67 009 081 770
ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
Credit Standby Facilities
The Group has no credit standby facilities.
Non-Cash Investing and Financing Activities
Refer to note 15 for details of the non- cash investing and financing activities during the year.
| NOTE 9: TRADE AND OTHER RECEIVABLES CURRENT Other receivables |
2017 $ 2016 $ 1,911 6,519 |
|---|---|
| 1,911 6,519 |
All amounts are short-term. The net carrying value of other receivables is considered a reasonable approximation of fair value.
| NOTE 10: INTANGIBLE ASSETS NON-CURRENT Balance at the beginning of the year Acquired through the acquisition of Akela Capital Pty Ltd (Note 20) Balance at the end of the year |
2017 $ 2016 $ 568,917 - - 568,917 |
|---|---|
| 568,917 568,917 |
Intangible assets relate to the development of the Akela Platform. The Group has assessed the intangible assets for impairment as at 30 June 2017. The recoverable amount of the intangible assets was determined considering the fair value less cost to sell.
| NOTE 11: TRADE AND OTHER PAYABLES CURRENT Trade payables and other payables |
2017 $ 2016 $ 77,660 58,405 |
|---|---|
| 77,660 58,405 |
All amounts are short-term. The carrying values of trade payables and other payables are considered to approximate fair value.
| NOTE 12: BORROWINGS CURRENT Loan from Hunter Premium Funding |
2017 $ 2016 $ - 4,950 |
|---|---|
| - 4,950 |
The borrowing from Hunter Premium Funding was short-term and beared interest of 8.4% per annum.
36
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
| NOTE 13: ISSUED CAPITAL (a) Share Capital 252,592,289 (30 June 2016: 252,592,289) fully paid ordinary shares (b) Movements in fully paid Ordinary Capital Date Balance at beginning of the reporting period 1 July 2015 Issued Capital – Placement to creditors trust 3 September 2015 Issued Capital – Placement to promoters 3 September 2015 Issued Capital – Pursuant to prospectus 22 January 2016 Issued Capital – Conversion of convertible notes1 22 January 2016 Issued Capital – Consideration for acquisition of subsidiary 25 January 2016 Capital raising costs Balance at end of the reporting period 30 June 2016 Balance at beginning of the reporting period 1 July 2016 Balance at end of the reporting period 30 June 2017 |
2017 $ 2016 $ |
|---|---|
| 25,537,263 25,537,263 |
|
| Number $ |
|
| 5,092,289 21,193,635 5,000,000 100,000 25,000,000 500,000 185,000,000 3,700,000 15,000,000 300,000 17,500,000 350,000 - (606,372) |
|
| 252,592,289 25,537,263 |
|
| 252,592,289 25,537,263 |
|
| 252,592,289 25,537,263 |
Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll. Shares have no par value.
Capital Management
Due to the nature of the Group’s activities, the Group does not have ready access to credit facilities, with the primary source of funding being equity raisings. Therefore, the focus of the Group’s capital risk management is the current working capital position against the requirements of the Group to meet due diligence programs and corporate overheads. The Group’s strategy is to ensure appropriate liquidity is maintained to meet anticipated operating requirements, with a view to initiating appropriate capital raisings as required. Any surplus funds are invested with major financial institutions.
1 On 22 September 2015, the Company entered into a number of identical convertible loan agreements with unrelated parties (except for as detailed below) for a total amount of $300,000. The Company obtained shareholder approval on the 24 December 2015 to convert the loaned amounts to satisfy the repayment of the funds advanced by issuing Shares at a deemed issue price of $0.02 per Share under the Conversion Offer. The Shares were issued on the 22 January 2016.
No interest was payable and no security was required. One of the Converting Loan Agreements, for an amount of $20,000, was with Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a former Director of the Company.
37
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
| NOTE 14: RESERVE Option reserve Movements Balance at the beginning of the year Issue options to promoters – recapitalisation Issue of performance rights Issue share options to brokers Issue share options as consideration for acquisition of Akela Capital Options lapsed during the year Balance at the end of the year |
2017 2016 $ $ 1,420,798 1,420,798 1,420,798 1,420,798 1,420,798 603,280 - 348,693 - 607,200 - 273,443 - 191,462 - (603,280) |
|---|---|
| 1,420,798 1,420,798 |
NOTE 15 : SHARE BASED PAYMENTS
There were no new share-based payment arrangements during the financial year ended 30 June 2017.
The following share-based payment arrangements existed at 30 June 2017:
-
i. On 3 September 2015, 25,000,000 Promoter share options were granted to various Promoters including related parties for consideration of $0.00001 to acquire 1 share in the Company exercisable at $0.02 on or before 3 September 2019. The options were valued under Black and Scholes and a fair value adjustment was posted as a share based payment for the difference to the consideration received. The options vest immediately and the share based payment recognised in the profit and loss was $348,443. The options hold no dividend or voting rights and are transferrable. Additionally, there were also 25,000,000 shares issued to the promoters for consideration of $0.00001. Given it was considered that these shares had a fair value of $0.02 there was a share based payment recognised of $499,750.
-
ii. On 3 September 2015, 5,000,000 shares were granted to the creditor’s trust under the terms of the deed of company arrangement (see note 2 for further details). These shares were valued at $0.02 each which was considered to be the fair value of these shares.
-
iii. On 24 December 2015 12,000,000 Class A Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to Directors on the 24 December 2015, the Directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights become eligible to convert to ordinary shares when the attaching milestone is met. Class A Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equaling or exceeding 3 cents. The Rights vested on 29 March 2016 and are capable of exercise, at election of the right holder. The rights were valued under Monte Carlo simulation model and a fair value adjustment was posted as a share based payment. The share based payment recognised in the profit and loss was $212,400. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019.
38
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 15 : SHARE BASED PAYMENTS
-
iv. On 24 December 2015 12,000,000 Class B Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to Directors on the 24 December 2015, the directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights become eligible to convert to ordinary shares when the attaching milestone is met. Class B Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equaling or exceeding 4 cents. The Rights were valued under Monte Carlo simulation model and a fair value adjustment was posted as a share based payment. The Rights share based payment recognised in the profit and loss was $204,000. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019.
-
v. On 24 December 2015 12,000,000 Class C Performance Right (“Rights”) were approved by shareholders at a General Meeting. The offer of the Rights was made to directors on the 24 December 2015, the directors accepted the offer on the 24 December 2015. The grant date was determined to be the date of approval by shareholders. The Rights convert to ordinary shares when the attaching milestone is met. Class C Performance Right milestone requires the volume weighted average price (VWAP) for 10 consecutive trading days of shares equaling or exceeding 5 cents. The Rights were valued under Monte Carlo simulation model and a fair value adjustment was posted as a share based payment. The Rights vest immediately as they are market driven the share based payment recognised in the profit and loss was $190,800. The Rights hold no dividend or voting rights and are transferrable and will lapse 3 years from settlement date, 22 January 2019.
-
vi. On 24 December 2015, 25,000,000 share options were approved by shareholders at a General Meeting, to be issued to various Brokers at the discretion of the Board. The grant date was determined to be the date of approval by shareholders. The share options are exercisable at $0.03 on or before 22 January 2019. The options were valued under Black and Scholes and a fair value adjustment was posted as a capital raising cost. The options vest immediately and the share based payment recognised for brokerage expense was $273,443. The options hold no dividend or voting rights and are transferrable.
-
vii. As consideration for the acquisition of Akela Capital Pty Ltd on 25 January 2016, the Company agreed and issued:
-
17,500,000 fully paid ordinary shares in OOK at a deemed issue price of $0.02 each (Initial Consideration Shares).
-
17,500,000 options exercisable at $0.03 each, expiring three years from date of issue.
These instruments vested immediately. The instruments hold no voting or dividend rights. The performance rights and options are unlisted. All options and performance rights were issued and vested in the current year. In respect of all of the above shares and options issued for services provided it was determined that no fair value of the services was able to be determined, as such the fair value of the instruments was used as the fair value recorded.
A summary of the inputs used in the valuation of the options and performance rights is as follows:
39
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 15 : SHARE BASED PAYMENTS (cont’d)
| Options | 3/9/2015 | 24/12/2015 | 25/1/2016 |
|---|---|---|---|
| Exercise price | $0.02 | $0.03 | $0.03 |
| Share price at date of issue | $0.02 | $0.02 | $0.02 |
| Grant date | 3/9/2015 | 24/12/2015 | 25/1/2016 |
| Expected volatility (i) | 100.46% | 100.46% | 100.46% |
| Expiry date | 4/9/2019 | 22/1/2019 | 22/1/2019 |
| Expected dividends | Nil | Nil | Nil |
| Risk free interest rate | 1.8% | 1.95% | 1.95% |
| Value per option | $0.0139 | $0.0109 | $0.0109 |
| Number of options | 25,000,000 | 25,000,000 | 17,500,000 |
| Total value of options | $348,693 | $273,443 | $191,462 |
| Performance rights | Class A | Class B | Class C |
| Share price at date of issue | $0.02 | $0.02 | $0.02 |
| Grant date | 24/12/2015 | 24/12/2015 | 24/12/2015 |
| Expected volatility (i) | 100.46% | 100.46% | 100.46% |
| Expiry date | 22/1/2019 | 22/1/2019 | 22/1/2019 |
| Expected dividends | Nil | Nil | Nil |
| Risk free interest rate | 2.06% | 2.06% | 2.06% |
| Value per option | $0.0177 | $0.0170 | $0.0159 |
| Number of options | 12,000,000 | 12,000,000 | 12,000,000 |
| Total value of options | $212,400 | $204,000 | $190,800 |
(i) Volatility was determined by looking at similar companies for a similar period.
NOTE 16: OPERATING SEGMENTS
Segment Information
Identification of reportable segments
The Group has identified its operating segments based on the internal reports that are reviewed and used by the Board of Directors (the chief operating decision makers) in assessing performance and in determining the allocation of resources.
The financial information presented to the chief operating decision maker is consistent with that presented in the consolidated statement of profit or loss and other comprehensive income, consolidated statement of financial position and consolidated statement of cash flows.
40
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 17: FINANCIAL INSTRUMENTS
Financial Risk Management Policies
The Group’s financial instruments consist mainly of deposits with banks and accounts payable.
The main purpose of non-derivative financial instruments is to raise finance for Group’s operations. The Group does not speculate in the trading of derivative instruments.
Specific Financial Risk Exposures and Management
The main risk the Group is exposed to through its financial instruments are market risk (including fair value and interest rate risk) and cash flow interest rate risk, credit risk and liquidity risk.
(a) Market Risks
As required the boards assesses currency and interest rate exposure and to evaluate treasury management strategies in the context of the most recent economic conditions and forecast. There is currently no material exposure to currency risk.
Interest rate risk
From time to time the Group has significant interest bearing assets, but they are as a result of the timing of equity raising and capital expenditure rather than a reliance on interest income. The interest rate risk arises on the rise and fall of interest rates. The Group’s income and operating cash flows are not expected to be materially exposed to changes in market interest rates in the future and the exposure to interest rates is limited to the cash and cash equivalents balances. The Group’s exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities, is below:
2017 Fixed interest rate maturing in:
| 2017 | Fixed interest rate maturing in: |
|---|---|
| Financial Assets Cash and cash equivalents Other receivables Total financial assets Financial Liabilities Trade and other Payables Total financial liabilities Net financial assets |
Floating interest rate 1 year or less Non-interest Bearing Total Weighted average effective interest rate |
| $ $ $ $ 2,644,218 20,000 - 2,664,218 0.67% - - 1,911 1,911 - 2,644,218 20,000 1,911 2,666,129 - - 74,210 74,210 - - - 74,210 74,210 2,644,218 20,000 (72,382) 2,591,836 |
41
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 17: FINANCIAL INSTRUMENTS (cont’d)
| 2016 Financial Assets Cash and cash equivalents Other receivables Total financial assets Financial Liabilities Trade and other Payables Borrowings Total financial liabilities Net financial assets |
Fixed interest rate maturing in: |
|---|---|
| Floating interest rate 1 year or less Non-interest Bearing Total Weighted average effective interest rate |
|
| $ $ $ $ 3,121,828 20,000 - 3,141,828 1.21% - - 6,519 6,519 - 3,121,828 20,000 6,519 3,148,347 - - 58,405 58,405 - - 4,950 - 4,950 8.4% - 4,950 58,405 63,355 3,121,828 15,050 (51,886) 3,084,992 |
Sensitivity Analysis
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates. The table indicates the impact on how profit and equity values reported at reporting date would have been affected by changes in the relevant risk variable that management considers to be reasonably possible. These sensitivities assume that the movement in a particular variable is independent of other variables.
| Movement in Profit | Movement in Equity | |
|---|---|---|
| Year ended 30 June 2017 | $ | $ |
| +/-1% in interest rates | 29,030 | 29,030 |
| Year ended 30 June 2016 | ||
| +/-1% in interest rates | 15,708 | 15,708 |
(b) Credit risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to a financial loss to the Group. The Group does not have any material credit risk exposure to any single receivable or company of receivables under financial instruments entered into by the Group.
Credit risk exposures
The maximum exposure to credit risk is limited to the carrying amount, net of any provisions for impairment of those assets, as disclosed in the Statement of Financial Position and notes to the financial statements.
42
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 17: FINANCIAL INSTRUMENTS (cont’d)
Credit risk related to balances with banks and other financial institutions is managed by the Group in accordance with approved Board policy. Such policy requires that surplus funds are only invested with counterparties with a Standard and Poor’s rating of at least AA-. The following table provides information regarding the credit risk relating to cash and money market securities based on Standard and Poor’s counterparty credit ratings.
| Note | 2017 | 2016 | |
|---|---|---|---|
| $ | $ | ||
| Cash and cash equivalents - AA Rated | 8a | 2,664,218 | 3,141,828 |
(c) Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows.
The Group has no access to credit standby facilities or arrangements for further funding or borrowings in place. The financial liabilities of the Group are confined to trade and other payables as disclosed in the Statement of Financial Position. All trade and other payables are non-interest bearing and due within 12 months of the reporting date.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
| 2017 Interest rate Financial liabilities at amortised cost Trade and other payables |
Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows Carrying amount assets/ (liabilities) $ $ $ $ $ $ $ |
|---|---|
| (74,210) - - - - (74,210) (74,210) |
|
| (74,210) - - - - (74,210) (74,210) |
43
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 17: FINANCIAL INSTRUMENTS (cont’d)
| 2016 Interest rate Financial liabilities at amortised cost Trade and other payables Borrowings 8.4% |
Less than 6 months 6-12 months 1-2 years 2-5 years Over 5 years Total contractual cash flows Carrying amount assets/ (liabilities) $ $ $ $ $ $ $ |
|---|---|
| (58,405) - - - - (58,405) (58,405) (4,950) - - - - (4,950) (4,950) |
|
| (63,355) - - - - (63,355) (63,355) |
(d) Net fair Value of financial assets and liabilities
Fair value estimation
Due to the short term nature of the receivables and payables the carrying value approximates fair value.
(e) Financial arrangements
The Company has no other financial arrangements in place.
NOTE 18: RELATED PARTY TRANSACTIONS
a) Key management personnel compensation
On the 23 September 2015, the DoCA was effectuated. The Directors entered into contracts to each be paid $2,000 per month for the provision of Director services to Ookami Limited. The fees were payable from 1 February 2016.
Key management personnel remuneration includes the following expenses:
| Short-term employee benefits Equity Settled |
2017 $ 2016 $ 132,000 55,000 - 607,200 |
|---|---|
| 132,000 662,200 |
b) Other related party transactions
Purchases from and sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions. The Group acquired the following services from entities that are controlled by members of the group’s key management personnel:
44
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 18: RELATED PARTY TRANSACTIONS (cont’d)
Some Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. During the year, the following entities provided corporate services and rental to the Group. Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated.
| nless otherwise stated. | ||||||
|---|---|---|---|---|---|---|
| Entity | Nature of transactions | Key | Total Revenue / | Payable | Balance | |
| Management | (Expense) | |||||
| Personnel | 2017 | 2016 | 2017 | 2016 | ||
| $ | $ | $ | $ | |||
| Adamantium Holdings Pty Ltd |
Rental of office | Faldi Ismail | (19,500) | (9,000) | (1,500) | - |
| Otsana Capital Pty Ltd | AFSL Expense/ Capital raising fees |
Faldi Ismail | (15,571) | (227,163) | (3,450) | - |
| Otsana Capital Pty Ltd | Revenue | Faldi Ismail | 94,796 | - | - | - |
| Onyx Corporate Pty Ltd |
Corporate accounting | Nicholas Young1 |
- | (18,000) | - | 3,000 |
Rental of office space and registered office fees of $19,500 were paid to Adamantium Holdings Pty Ltd for the year ended 30 June 2017. Adamantium Holdings Pty Ltd is a company controlled by director Faldi Ismail.
IT Consultancy fees of $60,000 were paid to Zak Ismail for the year ended 30 June 2017, which has been included in the key management personnel remuneration. The Company signed a 24 months consultancy agreement with Zak Ismail to provide information technology services. The agreement expires on 31 January 2018. Commitments of $35,000 remain at the end of the reporting period.
Nil loans for the year ended 30 June 2017 (2016: $20,000 – with former director, Mr Chris Ntoumenopoulos).
Certain KMP participated in the promoter share and options offer which has been accounted for as a share based payment given that it related to promoter services being provided. Additional detail on the share based payment arrangements are at Note 15, there were nil share based payments for the year ended 30 June 2017:
-
Mr Faldi Ismail participated in the promoter placement on 3 September 2015, Mr Ismail received 2,500,000 shares which had a fair value of $50,000 and 6,250,000 options with a fair value of $87,173;
-
Mr Nicholas Young participated in the promoter placement on 3 September 2015, Mr Young received 3,125,000 shares which had a fair value of $62,500 and 3,125,000 options with a fair value of $43,587;
-
Mr Zak Ismail participated in the promoter placement on 3 September 2015, Mr Ismail received 3,000,000 options with a fair value of $41,843.
FY 2016 Otsana Capital an entity controlled by Mr Faldi Ismail provided broker services as part of the capital raising. Otsana received 4,364,865 options with a fair value of $47,742.
FY 2016 Mr Zak Ismail received 13,547,059 options and 13,547,059 shares in Ookami Limited as consideration for the acquisition of Akela Capital Pty Ltd. The fair value of these shares and options was $419,155. Refer to Note 20 for further details on the acquisition.
1 Nicholas Young resigned 25 October 2015
45
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 18: RELATED PARTY TRANSACTIONS (cont’d)
On 21 April 2017, the Company’s wholly owned subsidiary Akela Capital Pty Ltd (Akela) entered into the Authorised Representative and Intellectual Property Agreement (Agreement) with Otsana Pty Ltd (Otsana), an entity controlled by director Mr Faldi Ismail.
Under the Agreement, Otsana will allow the Authorised Representatives of Akela to provide Authorised Specified Services under the Financial Services Licence (AFSL) held by Otsana. The Agreement is for a period of 24 months and for the year ended 30 June 2017 a total fee of $12,121 was paid to Otsana.
During the year, the Group generated service revenue of $94,796 by providing fixed price service contract for Otsana, an entity controlled by director Mr Faldi Ismail.
NOTE 19: PARENT ENTITY DISCLOSURES
The following information has been extracted from the books and records of the legal parent and has been prepared in accordance with Australian Accounting Standards and the accounting policies as outlined in note 1.
| STATEMENT OF FINANCIAL POSITION ASSETS Current Assets Non-Current Assets TOTAL ASSETS LIABILITIES Current Liabilities Non-Current Liabilities TOTAL LIABILITIES EQUITY Issued Capital Share based payment reserve Accumulated losses Equity attributable to the members of Ookami Limited STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INOME (Loss)/profit for the year Total comprehensive (loss)/income |
2017 $ 2016 $ 2,547,086 3,074,782 901,462 711,462 |
|---|---|
| 3,448,548 3,786,244 |
|
| 52,070 58,448 - - |
|
| 52,070 58,448 |
|
| 25,537,263 25,537,263 1,420,798 1,420,798 (23,561,584) (23,230,265) |
|
| 3,396,477 3,727,796 |
|
| (331,319) 9,460,519 (331,319) 9,460,519 |
As at 30 June 2017, the Company does not have any guarantees and contingent liabilities. Refer to Note 22 for the Company’s contractual commitments.
46
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 20: ACQUISITION OF AKELA CAPITAL PTY LTD
On 25 January 2016, the Company acquired Akela Capital Pty Ltd (formerly Investia Technologies Pty Ltd) ("Investia"). The consideration consisted of
-
17,500,000 ordinary shares at $0.02 per share;
-
17,500,00 options exercisable at $0.03 each, expiring three years from date of issue; and
-
up to 32,500,000 deferred consideration shares subject to certain milestones being achieved as follows: - 15,000,000 ordinary shares upon achieving 25,000 registered users on the Investia Platform - 17,500,000 ordinary shares upon achieving $25,000,000 total capital raised on the ASX on the Investia platform within 24 months from listing on the ASX.
This acquisition has not been accounted for as a business combination under AASB 3: "Business Combination" as the assets of Akela were considered not to constitute a business. Accordingly the Akela acquisition has been accounted for as an acquisition of assets, at cost based on the fair value of shares issued on the transaction date. Note that the 32,500,000 deferred consideration shares have been assessed to have no value. The purchase price has been allocated to the identifiable assets and liabilities of Akela as of the date of acquisition as follows:
| Note Purchase consideration: Issue of shares 13 Issue of options 14 Net assets acquired: Cash and cash equivalents Trade and other receivables Other Intangible assets 10 Trade and other payables |
$ 350,000 191,462 |
|---|---|
| 541,462 | |
| 8,129 416 568,917 (36,000) |
|
| 541,462 |
NOTE 21: CONTROLLED ENTITIES
The subsidiaries listed below have share capital consisting solely of ordinary shares held directly by the Group. The proportion of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its country of incorporation. The principal activity of the Akela Capital Pty Ltd is development of the platform which provides a total managed solution to the distribution of public and private offerings. The subsidiary management accounts used in the preparation of these consolidate financial statements have also been prepared as at the same reporting date as the Group’s financial statements.
47
OOKAMI LIMITED ABN 67 009 081 770
ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 21: CONTROLLED ENTITIES (cont’d)
| Controlled entity | Country of | Class of Shares | Percentage | Owned |
|---|---|---|---|---|
| Incorporation | 2017 | 2016 | ||
| Akela Capital Pty Ltd (1) | Australia | Ordinary | 100% | 100% |
(1) Akela Capital Pty Ltd was formerly known as Investia Technologies Pty Ltd
NOTE 22: COMMITMENTS
Commitments
The Company signed a twelve month lease agreement with Adamantium Holdings Pty Ltd (a related entity). The lease expired on 1 November 2016 and thereafter the Company is not bound to any rental commitment except 3 months’ cancellation notification. Commitments of $4,500 remain at the end of the reporting period (2016: 6,000).
The Company signed a 24 months consultancy agreement with Zak Ismail to provide information technology services. The agreement expires on 31 January 2018. Commitments of $35,000 remain at the end of the reporting period (2016: 95,000).
The Company’s subsidiary Akela Capital Pty Ltd signed a 24 months agreement with Otsana Pty Ltd (a related entity). Otsana will provide Akela with the authority to provide Authorised Specified Services granted to the Authorised representative (Akela) of the AFSL License held by Otsana. The agreement expires on 21 April 2019. Commitments of $32,550 remain at the end of the reporting period (2016: Nil).
NOTE 23: CONTINGENT LIABILITIES
The Directors are not aware of any commitments or guarantees at the end of the reporting period.
NOTE 24: EVENTS SUBSEQUENT TO REPORTING DATE
There were no significant events subsequent to reporting date for the year ended 30 June 2017.
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 25: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
Australian accounting standards and Interpretations that have recently been issued or amended but are not yet effective and have not been adopted by the Group for the year ended 30 June 2017. Relevant Standards and Interpretations are outlined in the table below.
| New/revised pronouncement | Explanation of amendments | Application Date of Standard |
Application Date of Group |
|---|---|---|---|
| AASB 9 Financial Instruments |
AASB 9 replaces AASB 139 Financial Instruments: Recognition and Measurement. Except for certain trade receivables, an entity initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Debt instruments are subsequently measured at fair value through profit or loss (FVTPL), amortised cost, or fair value through other comprehensive income (FVOCI), on the basis of their contractual cash flows and the business model under which the debt instruments are held. There is a fair value option (FVO) that allows financial assets on initial recognition to be designated as FVTPL if that eliminates or significantly reduces an accounting mismatch. Equity instruments are generally measured at FVTPL. However, entities have an irrevocable option on an instrument-by-instrument basis to present changes in the fair value of non-trading instruments in other comprehensive income (OCI) without subsequent reclassification to profit or loss. For financial liabilities designated as FVTPL using the FVO, the amount of change in the fair value of such financial liabilities that is attributable to changes in credit risk must be presented in OCI. The remainder of the change in fair value is presented in profit or loss, unless presentation in OCI of the fair value change in respect of the liability’s credit risk would create or enlarge an accounting mismatch in profit or loss. |
1 January 2018 | 1 July 2018 |
49
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 25: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
| New/revised pronouncement | Explanation of amendments | Application Date of Standard |
Application Date of Group |
|
|---|---|---|---|---|
| All other AASB 139 classification and measurement requirements for financial liabilities have been carried forward into AASB9, including the embedded derivative separation rules and the criteria for using the FVO. The incurred credit loss model in AASB 139 has been replaced with an expected credit loss model in AASB 9. The requirements for hedge accounting have been amended to more closely align hedge accounting with risk management, establish a more principle-based approach to hedge accounting and address inconsistencies in the hedge accounting model in AASB 139. Impact on Ookami Limited The company have assessed that there is no expected material impact of the above standard. |
||||
| AASB 15 Revenue from Contracts with Customers |
AASB 15 replaces all existing revenue requirements in Australian Accounting Standards (AASB 111 Construction Contracts, AASB 118 Revenue, AASB Interpretation 13 Customer Loyalty Programmes, AASB Interpretation 15 Agreements for the Construction of Real Estate, AASB Interpretation 18 Transfers of Assets from Customers and AASB Interpretation 131 Revenue –Barter Transactions Involving Advertising Services) and applies to all revenue arising from contracts with customers, unless the contracts are in the scope of other standards, such as AASB117 (or AASB 16 Leases, once applied). The core principle of AASB 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entityexpects to be entitled in exchange for thosegoods or services. An |
1 January 2018 | 1 July 2018 |
50
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 25: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
| New/revised pronouncement | Explanation of amendments | Application Date of Standard |
Application Date of Group |
|
|---|---|---|---|---|
| entity recognises revenue in accordance with the core principle by applying the following steps: ►Step 1: Identify the contract(s) with a customer ►Step 2: Identify the performance obligations in the contract ►Step 3: Determine the transaction price ►Step 4: Allocate the transaction price to the performance obligations in the contract ►Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation Impact on Ookami Limited The Company has considered the changes to the ASAB 15 Standard and has determined that the impact would not be significant to the current level of revenue generated by the Company. Management will continue to assess the impact of the change on any new contracts in future periods. |
||||
| AASB 16 Leases |
AASB16 requires lessees to account for all leases under a single on balance sheet model in a similar way to finance leases under AASB 117 Leases. The standard includes two recognition exemptions for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e., leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee will recognise a liability to make lease payments (i.e., the lease liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Lessees will be required to separately recognise the interest expense on the lease liability and the depreciation expense on the right-of-use asset. Lessees will be required to remeasure the lease liability upon the occurrence of certain events(e.g.,a change in the lease term,a change in future leasepayments resulting |
1 January 2019 | 1 July 2019 |
51
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017
NOTE 25: NEW ACCOUNTING STANDARDS FOR APPLICATION IN FUTURE PERIODS
| New/revised pronouncement | Explanation of amendments | Application Date of Standard |
Application Date of Group |
|
|---|---|---|---|---|
| from a change in an index or rate used to determine those payments). The lessee will generally recognise the amount of the re-measurement of the lease liability as an adjustment to the right-of-use asset. Lessor accounting is substantially unchanged from today’s accounting under AASB117. Lessors will continue to classify all leases using the same classification principle as in AASB 117 and distinguish between two types of leases: operating and finance leases. Impact on Ookami Limited The company have assessed that there is no expected material impact of the above standard. |
||||
| AASB 2016-5 Amendments to Australian Accounting Standards – Classification and Measurement of Share-based payment transactions |
This Standard amends AASB 2 Share-based Payment, clarifying how to account for certain types of share-based payment transactions. The amendments provide requirements on the accounting for: ►The effects of vesting and non-vesting conditions on the measurement of cash- settled share-based payments ►Share-based payment transactions with a net settlement feature for withholding tax obligations ►A modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. |
1 January 2018 | 1 July 2018 |
The Group has decided not to early adopt any of the new and amended pronouncements. The impact of the above standards is yet to be determined unless noted otherwise above.
52
OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
DIRECTORS’ DECLARATION
In the opinion of the Directors of Ookami Limited:
-
The financial statements and notes thereto are in accordance with the Corporations Act 2001, including:
-
(a) Giving a true and fair view of the Company’s financial position as at 30 June 2017 and of its performance for the financial year ended on that date; and
-
(b) Complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001
-
There are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.
-
The Directors have been given the declarations required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the financial year ended 30 June 2017.
This declaration is made in accordance with a resolution of the Board of Directors and is signed for an on behalf of the Directors by:
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Faldi Ismail Non-Executive Chairman Dated 31 August 2017
53
Ernst & Young 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843
Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 ey.com/au
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Independent auditor's report to the members of Ookami Limited
Report on the audit of the financial report
Qualified opinion
We have audited the financial report of Ookami Limited (the Company) and its subsidiaries (collectively the Group), which comprises the consolidated statement of financial position as at 30 June 2017, the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.
In our opinion, except for the possible effects on the comparative information of the matter described in the Basis for Qualified Opinion section of our report, the accompanying financial report of the Group is in accordance with the Corporations Act 2001 , including:
-
a) giving a true and fair view of the consolidated financial position of the Group as at 30 June 2017 and of its consolidated financial performance for the year ended on that date; and
-
b) complying with Australian Accounting Standards and the Corporations Regulations 2001 .
Basis for qualified opinion
We audited the financial statements of the consolidated entity for the financial year ended 30 June 2016, and in our audit report dated 13 September 2016 expressed a disclaimer of opinion on that financial report. Reasons for our disclaimer of opinion included that the Board of Oakami Limited were not able to source and provide to ourselves certain books and records of the company for the period 1 July 2015 to 23 September 2015. The Board could not provide the books and records as they did not have oversight or control over the consolidated entity’s reporting system at any time prior to 23 September 2015 (the date the consolidated entity exited from administration).
Our opinion on the current year’s financial report is therefore modified because of the possible effects of the above matter on the comparability of the current year’s figures and the comparative information.
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
54
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial report of the current year. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, but we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context. In addition to the matter described in the Basis for Qualified Opinion section, we have determined the matter described below to be the key audit matter to be communicated in our report.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Repor t section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial report. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial report.
Carrying value of intangible assets
Why significant
The Group assessed during the reporting period whether there was any indication that the intangible assets may be impaired. The Group has $568,917 of intangible assets (30 June 2016: $568,917), relating to the development of the Akela Platform. At year end, the Group has concluded there is no impairment required to be recorded in respect of the Group’s intangible assets.
This matter was important to our audit due to the quantum of the carrying value of the intangible assets and the judgments involved in the assessment of their fair value less costs to disposal. An impairment indicator was identified in respect of the Group being loss-making. In performing the impairment assessment at 30 June 2017, the Group considered a range of factors including the Group’s market capitalisation, recent transactions and the expenditure incurred on developing the platform during the year. Details of the Group’s impairment assessment are set out in note 1(s).
How our audit addressed the key audit matters
We performed the following procedures:
-
Evaluated the Group’s basis for no impairment including assessing the supporting documentation used in reaching this position, as detailed below.
-
Involved our valuation specialists to assess the key considerations used in determining the fair value less costs of disposal of the intangible assets including those relating to market capitalisation, recent transactions and the expenditure incurred on developing the platform during the year.
-
Enquired with the Group and assessed the Board of Director’s meeting minutes and various operational reports and plans in order to understand the future plans of the Group and evaluate whether these were considered in the Group’s evaluation of impairment.
Assessed the adequacy of the financial report disclosures relating to the carrying value of intangible assets.
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Information ther than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the information included in the Company’s 2017 Annual Report, but does not include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
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Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the financial report. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated to the directors, we determine those matters that were of most significance in the audit of the financial report of the current year and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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Report on the audit of the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 9 to 17 of the directors' report for the year ended 30 June 2017.
In our opinion, the Remuneration Report of Ookami Limited for the year ended 30 June 2017, complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
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Ernst & Young
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T G Dachs Partner Perth
31 August 2017
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
ADDITIONAL SHAREHOLDER INFORMATION
The following information is current as at 22 August 2017.
Ordinary Share Capital
214,045,230 shares are held by 1,273 individual holders.
Voting Rights
The voting rights attaching to ordinary shares are that on a show of hands every member present in person or by proxy shall have one vote and upon a poll each share shall have one vote. Options and Performance Rights do not carry any voting rights.
Restricted Securities
The Company has the following restricted securities:
-
38,547,059 fully paid ordinary shares which are escrowed until 9 February 2018.
-
25,000,000 unlisted options exercisable at $0.02 each on or before 3 September 2019 which are escrowed until 9 February 2018.
-
36,000,000 performance rights, comprising 12,000,000 Class A, 12,000,000 Class B and 12,000,000 Class C performance rights escrowed until 9 February 2018.
Distribution of Holders of Equity Securities
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----- Start of picture text -----
Fully Paid Ordinary Shares
Holders Total Units %
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| 1 - 1,000 586 183,828 0.09 1,001 - 5,000 166 376,155 0.18 5,001 - 10,000 24 188,116 0.09 10,001 - 100,000 229 13,249,243 6.19 100,001 and over 268 200,047,888 93.46 |
|
|---|---|
| Totals 1,273 214,045,230 100.00 |
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
Unlisted Options exercisable at $0.03 each or before 22 January 2019 Holders Total Units % |
|---|---|
| 0 0 0.00 0 0 0.00 0 0 0.00 0 0 0.00 91 25,000,000 100.00 |
|
| Totals | 9 25,000,000 100.00 |
- Mr Bachrun Bustillo holds 8,000,000 options comprising of 32% of this class and Romfal Sifat Pty Ltd holds 6,250,000 options comprising of 25% of this class.
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OOKAMI LIMITED ABN 67 009 081 770
ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
ADDITIONAL SHAREHOLDER INFORMATION
Unlisted Options exercisable at $0.02 each or before 3 September 2019
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
Holders Total Units % |
|---|---|
| 0 0 0.00 0 0 0.00 0 0 0.00 0 0 0.00 171 42,500,000 100.00 |
|
| Totals | 17 42,500,000 100.00 |
- Buzz Capital Pty Ltd and Buzz Capital Pty Ltd hold a total of 13,547 059 options comprising of 31.87% of this class.
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
Class A Performance Rights Holders Total Units % |
|
|---|---|---|
| 0 0 0.00 0 0 0.00 0 0 0.00 0 0 0.00 41 12,000,000 100.00 |
||
| Totals | 4 12,000,000 100.00 |
- Romfal Sifat Pty Ltd , Pheakes Pty Ltd , Dr Brendan de Kauwe and Sobol Capital Pty Ltd each hold 3,000,000 performance rights, each comprising 25% of this class.
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
Class B Performance Rights Holders Total Units % |
|---|---|
| 0 0 0.00 0 0 0.00 0 0 0.00 0 0 0.00 41 12,000,000 100.00 |
|
| Totals | 4 12,000,000 100.00 |
- Romfal Sifat Pty Ltd , Pheakes Pty Ltd , Dr Brendan de Kauwe and Sobol Capital Pty Ltd each hold 3,000,000 performance rights, each comprising 25% of this class.
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OOKAMI LIMITED
ABN 67 009 081 770
ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
ADDITIONAL SHAREHOLDER INFORMATION
| 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over |
Class C Performance Rights Holders Total Units % |
|---|---|
| 0 0 0.00 0 0 0.00 0 0 0.00 0 0 0.00 41 12,000,000 100.00 |
|
| Totals | 4 12,000,000 100.00 |
- Romfal Sifat Pty Ltd , Pheakes Pty Ltd , Dr Brendan de Kauwe and Sobol Capital Pty Ltd each hold 3,000,000 performance rights, each comprising 25% of this class.
Unmarketable Parcels
Holdings of less than a marketable parcel of ordinary shares: Holders: 840 Units: 2,073,661
On-market Buy Back
There is no current on-market buy-back.
Substantial Shareholders
| Name | Number of Shares | % |
|---|---|---|
| FREEMAN ROAD PTY LTD | 19,500,000 | 9.281 |
- As notified to the Company on 29 March 2016.
Corporate Governance Statement
The Company’s Corporate Governance Statement for the 2017 financial year can be accessed at: http://ookami.com.au/s/CorporateGovernanceStatement.pdf
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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2017
ADDITIONAL SHAREHOLDER INFORMATION
Twenty Largest Holders of Quoted Shares
| 1 | FREEMAN ROAD PTY LTD | 18,000,000 | 8.41% |
|---|---|---|---|
| 2 | AH SUPER PTY LTD | 10,000,000 | 4.67% |
| 3 | AEGIAN PAL PTY LTD | 7,000,000 | 3.27% |
| 4 | HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED | 6,982,818 | 3.26% |
| 5 | RIMOYNE PTY LTD | 6,850,000 | 3.20% |
| 6 | SACCO DEVELOPMENTS AUSTRALIA PTY LIMITED | 6,385,614 | 2.98% |
| 7 | GARDMAC PTY LTD | 4,856,051 | 2.27% |
| 8 | BENEFICO PTY LTD | 4,500,000 | 2.10% |
| 9 | RED AND WHITE HOLDINGS PTY LTD | 4,000,000 | 1.87% |
| 10 | PHEAKES PTY LTD | 3,250,000 | 1.52% |
| 11 | ADAM WADE VEALE | 3,088,235 | 1.44% |
| 12 | MR IVAN LOIUE CORTEZ PAULO | 2,710,585 | 1.27% |
| 13 | LUCID INVESTMENTS GROUP PTY LTD | 2,581,482 | 1.21% |
| 14 | BNP PARIBAS NOMINEES PTY LTD | 2,338,153 | 1.09% |
| 15 | G & K LUSCOMBE PTY LTD | 2,205,748 | 1.03% |
| 16 | MR TONY PETER VUCIC & MRS DIANE VUCIC | 2,000,000 | 0.93% |
| 17 | MR JEREMY DAVID RUBEN & MRS VANESSA RUBEN | 1,600,000 | 0.75% |
| 18 | MR JOSEPH PAUL MORRIS | 1,504,182 | 0.70% |
| 19 | BUZZ CAPITAL PTY LTD | 1,500,000 | 0.70% |
| 20 | THE SHARP STAFF SUPERANNUATION FUND PTY LTD | 1,500,000 | 0.70% |
| Total | 92,852,868 | 43.37% |
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