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HARRIS TECHNOLOGY GROUP LIMITED Interim / Quarterly Report 2003

Apr 13, 2003

65074_rns_2003-04-13_bd75454c-e8d9-4574-9484-265401376246.pdf

Interim / Quarterly Report

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Swish Group

The Swish Group Limited ABN 93 085 545 973

Level 6 257 Collins Street Melbourne Victoria 3000 Australia [T] 61396621233 [F] 61396621942

14 April 2003

Australian Stock Exchange Limited Companies Announcements Office 4th Floor 20 Bridge Street SYDNEY NSW 2000

Dear Sir

THE SWISH GROUP LIMITED (Subject to a Deed of Company Arrangement) QUARTERLY CASH FLOW STATEMENT TO 31 MARCH 2003

The Swish Group Limited ("Swish" or "Company") is pleased to present its Appendix 4C Cash Flow Statement for the Quarter Ended 31 March 2003.

The Company was suspended from the official list of the Australian Stock Exchange Limited ("ASX") following its failure to lodge its Annual Report for the year ended 30 June 2002. Subsequently, on 31 October 2002, pursuant to a resolution of the Board of Directors, David Neil Lockwood and Laurence Fitzgerald of Sims Lockwood (now Horwaths), Chartered Accountants, were appointed as joint and several administrators of the Company.

On 23 December 2002 the Administrator entered into a contract of sale for certain of the business and assets of the Company with Murphy Family Nominees Pty Ltd. Settlement of the sale occurred on 10 January 2003.

On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd ("Media Entertainment") (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The agreement with Media Entertainment provides for a distribution to employees and creditors in both cash and shares in the Company and for Media Entertainment to provide further funding to the Company to facilitate the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited and to fund its ongoing operations. These funds will be raised on the following terms:

  • Through a placement of 70,000,000 shares to Media Entertainment Pty Ltd at \$0.003 (0.3 cents) per share. Of the funds to be received via this placement, \$170,000 is to be paid to the Administrators to settle claims of creditors and employees of the Company as at 31 October 2002:
  • Through the issue and allotment of 10,000,000 fully paid ordinary shares to the Administrators to $\blacksquare$ be distributed to creditors and employees of the Company as at 31 October 2002; and

Through the provision of an additional equity facility by Media Entertainment of up to \$500,000 to be drawn down on agreed terms and as required by the Company. The facility has been provided by way of the issue of a convertible note to the Company and is secured by way of a fixed and floating charge over the business and assets of the Company. The loan is convertible into shares in the Company at \$0.003 (0.3 cents) per share for a period of 12 months.

The Agreement with Media Entertainment Pty Ltd and thereby the payments to creditors and employees of the Company as at 31 October 2002 is subject to shareholder approval to be sought at an Extraordinary General Meeting of Shareholders to be held on 14 May 2003 as well as all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on ASX.

The cash flow statement reflects the trading of the ongoing business of the Company to 31 March 2003 and the receipt by the Administrator of \$316,000 sale proceeds in respect of the sale of certain of the business and assets of the Company to Murphy Family Nominees Pty Ltd on 10 January 2003. Of total cash of \$781,000 as at 31 March 2003, \$116,000 is available to the ongoing business of the Company and \$665,000 is under the control of the Administrator for the purpose of settling creditor and employee claims and paying the costs of the Administration. It is expected that the Administration will be concluded if shareholders approve the resolutions to be put to them at the Extraordinary General Meeting and all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on ASX obtained.

The new Directors believe that, if the shareholders approve the resolutions to be put to them at the Extraordinary General Meeting and that all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on ASX is approved, the Company has an exciting future and that, once the reorganisation and recapitalisation of the Company has been completed, there will be sufficient funds available for the future development and growth of the Company's business.

Yours faithfully,

Cary P. Stynes Managing Director

Rule 4.7B

Appendix 4C

Quarterly report for entities admitted on the basis of commitments

Introduced 34/3/2000. Amended 30/9/2004

Name of entity

The Swish Group Limited (subject to a Deed of Company Arrangement)

ABN

93 085 545 973

Quarter ended ("current quarter")

31 March 2003

Consolidated statement of cash flows

Cash flows related to operating activities Current quarter
\$A'000
Year to date
$(g$ months)
1.1 Receipts from customers 285 \$A'000
3.148
1.2 Payments for
(a) staff costs
(b) advertising and marketing
(c) research and development
(d) leased assets
(e) other working capital
(106)
(3)
AA
(86)
(1,786)
(88)
(202)
(1,019)
1.3
1.4
Dividends received
Interest and other items of a similar nature
received
2
1.5
1.6
1.7
Interest and other costs of finance paid
Income taxes paid
Other (provide details if material)
(7) (138)
(7)
Net operating cash flows 83 (90)

+ See chapter 19 for defined terms.

Current quarter Year to date
\$A'000 $\left($ q months)
\$A'000
1.8 Net operating cash flows (carried forward) 83. (90)
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5)
(b) equity investments L.
(c) intellectual property w
(d) physical non-current assets (12) (12)
(e) other non-current assets
1.10 Proceeds from disposal of:
(a) businesses (item 5)
(b) equity investments
(c) intellectual property
(d) physical non-current assets 316 316
(e) other non-current assets w
1.11 Loans to other entities
1.12 Loans repaid by other entities
1.13 Other (provide details if material) ă.
Net investing cash flows 304 304
1.14 Total operating and investing cash flows 387 214
1.15 Cash flows related to financing activities
Proceeds from issues of shares, options, etc.
1.16 Proceeds from sale of forfeited shares
1.17 Proceeds from borrowings 51 117
1.18 Repayment of borrowings ш, (246)
1.19 Dividends paid u. ă,
1.20 Other (provide details if material)
51 (129)
Net financing cash flows
Net increase (decrease) in cash held 438 85
1.21 Cash at beginning of quarter/year to date 343 696
1.22 Exchange rate adjustments to item 1.20
781 781
1.23 Cash at end of quarter

+ See chapter 19 for defined terms.

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

Aggregate amount of payments to the parties included in item 1.2
1.24
-------------------------------------------------------------------------- -- -- --

Aggregate amount of loans to the parties included in item 1.11 1.25

Current quarter
SA'000

1.26 Explanation necessary for an understanding of the transactions

No salaries & fees were paid to Directors and associates in the quarter ended 31 March 2003.

Non-cash financing and investing activities

$2.1$ Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve eash flows

+ See chapter 19 for defined terms.

The Company was suspended from the official list of ASX following failure to lodge its Annual Report for the year ended 30 June 2002. Subsequently, on 31 October 2002, pursuant to a resolution of the Board of Directors, David Neil Lockwood and Laurence Fitzgerald of Horwath, Chartered Accountants, were appointed as joint and several administrators of the Company.

On 23 December 2002 the Administrator entered into a contract of sale for certain of the business and assets of the Company with Murphy Family Nominees Pty Ltd. Settlement of the sale occurred on 10 January 2003. The consideration received was \$316,000.

On 14 January 2003 the Administrator entered into a contract to sell the Company and its core Planet X Group Pty Ltd business to Media Entertainment Pty Ltd (a company associated with Executive Directors Mr. Cary Stynes and Mr. Peter Crafter). The agreement with Media Entertainment Pty Ltd provides for a distribution to employees and creditors in both cash and shares in the Company and for Media Entertainment to provide further funding to the Company to facilitate the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited and to fund its ongoing operations. These funds will be raised on the following terms:

  • Through a placement of 70,000,000 shares to Media Entertainment Pty Ltd at \$0.003 (0.3 cents) per share. Of the funds to be received via this placement, \$170,000 is to be paid to the Administrator to settle claims of creditors and employees of the Company as at 31 October 2002:
  • Through the issue and allotment of up to 10,000,000 shares as part settlement of claims by creditors and employees of the Company as at 31 October 2002; and
  • Through the provision of an additional equity facility by Media Entertainment Pty Ltd of up to \$500,000 to be drawn down on agreed terms and as required by the Company. The facility is to be provided by way of a convertible loan to the Company and secured by way of a fixed and floating charge over the Company. The loan is convertible into shares in the Company at \$0.003 (0.3 cents) per share for a period of 12 months.

The Agreement with Media Entertainment Pty Ltd is subject to shareholder approval to be sought at an Extraordinary General Meeting of shareholders as well as all necessary regulatory approvals and the reinstatement of quotation of the Company's securities on the Australian Stock Exchange Limited.

$2.2$ Details of outlays made by other entities to establish or increase their share in businesses in which the reporting entity has an interest

$N/A$

Financing facilities available

Add notes as necessary for an understanding of the position. (See AASB 1026 paragraph 12.2).

Amount available
\$A'000
Amount used
\$A'000
3.I Loan facilities (Convertible Note) 500
3.2 Credit standby arrangements $\overline{\phantom{a}}$

+ See chapter 19 for defined terms.

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as
shown in the consolidated statement of cash flows) to
the related items in the accounts is as follows.
Current quarter
SA'000
Previous quarter
SA'000
4. I Cash on hand and at bank 116
4.2 Deposits at call
4.3 Bank overdraft
4.4 Other (cash under control of Administrator to
settle creditor and employee claims and pay
costs of the Administration)
665 343
Total: cash at end of quarter (item $1.22$ ) 781 343

Acquisitions and disposals of business entities

Acquisitions
(Item $1.9(a)$ )
Disposals
(Item $1.10(a)$ )
5.1 Name of entity $\overline{\phantom{a}}$ ÷
5.2 Place of incorporation
or registration
ш,
5.3 Consideration for
acquisition or disposal
5.4 Total net assets
5.5 Nature of business w

Compliance statement

  • This statement has been prepared under accounting policies which comply with accounting $\mathbbm{1}$ standards as defined in the Corporations Act (except to the extent that information is not required because of note 2) or other standards acceptable to ASX.
  • $\sqrt{2}$ This statement does give a true and fair view of the matters disclosed.
Sign here: Date:
(Director)

Print name: .... Cary P. Stynes....................................

+ See chapter 19 for defined terms.

Notes

  • $\mathbf{L}$ The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
  • The definitions in, and provisions of, AASB 1026: Statement of Cash Flows apply to this $2.$ report except for the paragraphs of the Standard set out below.
  • $\bullet$ 6.2 - reconciliation of cash flows arising from operating activities to operating profit or loss
  • $9.2$ - itemised disclosure relating to acquisitions $\bullet$
  • itemised disclosure relating to disposals 9.4 $\bullet$
  • $[2.1(a)$ policy for classification of cash items $\bullet$
  • $12.3$ - disclosure of restrictions on use of cash $\bullet$
  • $13.1$ - comparative information $\bullet$
  • $3.$ Accounting Standards. ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

+ See chapter 19 for defined terms.