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PEET LIMITED — Annual Report 2011
Sep 29, 2011
65600_rns_2011-09-29_245a171b-af42-4ead-b6a6-14a7c865148d.pdf
Annual Report
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Annual Report 2011 Success Through Experience

Peet Limited Peet Limited " Peet is committed to growth and prosperity for our shareholders, syndicate investors and the residents of our quality masterplanned communities".
Contents
| Peet Values | 2 |
|---|---|
| Business Overview | 5 |
| Performance at a Glance | 6 |
| Chairman's Review | 8 |
| Managing Director and | |
| Chief Executive Offi cer's Review | 10 |
| Operational Review | 14 |
| Corporate Calendar | 21 |
| Corporate Governance Statement | 22 |
| Board of Directors | 30 |
|---|---|
| Directors' Report | 32 |
| Auditor's Independence Declaration | 52 |
| Financial Report | 53 |
| Directors' Declaration | 124 |
| Independent Audit Report to the Members | 125 |
| Shareholder Information | 127 |
| Corporate Directory | 129 |
Peet Values
Integrity
We act with high integrity through open, honest and professional conduct.
Respect
We treat our team, customers and the environment with respect, dignity and equality.
Teamwork
We recognise the strength of working together and encourage the development of our people and the sharing of knowledge.
Adaptability
We embrace change and foster creativity, initiative, innovation and embrace progressive thinking.
Accountability
We respect the responsibility invested in us and have ownership and the freedom to act to deliver constant improvements.
Customer service
We strive to deliver a high standard of prompt, effi cient and courteous service to our customers, both internal and external.


- 1/ Cardinia Lakes, VIC
- 2/ Burns Beach Estate, WA
- 3/ Vantage, QLD
- 4/ The Village at Wellard, WA






- 1/ Greenwood Grove, QLD 2/ Kingsford at Point Cook, VIC
- 3/ The Rise, VIC
- 4/ Lakelands Private Estate, WA
Business Overview
Peet Limited is focused on acquiring, developing and marketing land under a funds management model.
We are committed to growth and prosperity for our shareholders, syndicate investors and the residents of our quality, masterplanned communities across Australia.
With a sound governance framework and quality infrastructure, a breadth of business skills and project management systems and procedures, Peet effectively and effi ciently manages a land bank of more than 50,600 lots in various growth corridors around the country.
The Group employs around 150 people in offi ces in Perth, Melbourne and Brisbane. It has specialist inhouse expertise in a range of relevant disciplines and also draws on the specialist expertise of the very best consultants as required for each residential land development project it brings to life.
The results are masterplanned residential estates that set new standards in industry best practice, earn coveted industry awards and deliver quality communities for tens of thousands of Australians.
In the 2011 fi nancial year, Peet has delivered on its stated strategy to grow its Funds Management business including the expansion of its wholesale platform, fi rmly positioning itself for growth in the medium to long-term.
Performance at a Glance
-
Group revenue up 6% to $188.7 million
-
Operating EBITDA up 7% to $81.2 million 1
-
Operating net profi t after tax of $44.0 million1 , up 3%
-
Operating EPS of 14.6c1 , up 2%
-
Statutory profi t of $22.1 million, down 47% due to write-downs of inventories and development costs
-
Full year dividend of 8.5 cents per share
-
NTA of $1.372 per share, up 10% due to portfolio net valuation gain
-
Gearing of 33.5%3 , down from 36.0%
-
2,209 lots sold for a gross value of $474.8 million
-
1,125 lots under contract as at 30 June 2011 for a gross value of $288.6 million
-
Continued growth of wholesale funds management platform during the year with Future Fund and MTAA Super partnerships

1/ Quattro: The New Queens Park, WA
-
Pre write-downs
-
Net assets adjusted for market value of inventory
-
(Total interest bearing liabilities (including deferred payment obligations) less cash) / (Total assets adjusted for market value of inventory less cash, less intangible assets)


- 1/ Lakelands Private Estate, WA 2/ Shorehaven at Alkimos, WA 3/ Warner Lakes, QLD
- 4/ Skye Valley, VIC


Chairman's Review
On behalf of the Peet Limited Board, I am pleased to present the Peet 2011 Annual Report.
Results
Our focus, as always, has been on achieving the best possible results for shareholders by delivering quality, masterplanned residential communities that are well-located and appeal to a wide range of homebuyers.
The Group has recorded an operating net profi t after tax of $44.0 million4 which represents an increase of 3% over the previous corresponding period.
This is a sound result in what have been challenging market conditions, particularly in the second half of the year. Peet's results were underpinned by the performance of the Funds Management business and its ability to maintain operating margins, despite deteriorating conditions.
The success of the past year is also measured by the strategic positioning of the Group for future growth – the expansion of the Funds Management business and the establishment and development of key partnerships including a very signifi cant mandate with the Future Fund.
The statutory net profi t after tax reduced 47% to $22.1 million due to the writedown of inventories and development costs relating, predominantly, to longer dated assets in the Company's Queensland portfolio.
At the conclusion of the 2011 fi nancial year, the Directors are pleased to have declared a fi nal fully franked dividend for the year of 4.5 cents per share, bringing the total dividend to 8.5 cents per share, fully franked. Once again, the Dividend Reinvestment Plan which provides shareholders with an opportunity to acquire shares in the Company remains activated.
Board and executive
Peet investors and stakeholders can have every confi dence in their Board and Peet's executive team. They have an unwavering commitment to achieving outstanding results across the business and take responsibility for a dedicated group of employees at Peet Limited, as well as expert consultant teams who are appointed for each individual project.
Managing Director and CEO, Brendan Gore and his executive team continue to deliver on the Company's strategic vision, provide strong leadership and encourage innovation and excellence across the business.
The Board has full confi dence in how Peet has been positioned to build on the achievements of the past year over the next period, and the Board looks forward to providing the appropriate strategic direction.
1

1/ Burns Beach Estate, WA 2/ Kingsford, VIC
I thank my Board colleagues – Graeme Sinclair, Stephen Higgs, Brendan Gore and Anthony Lennon for their hard work, dedication and wisdom over the past year and we thank Peet's Group Company Secretary, Dom Scafetta, for his consistent support and commitment.
I make a special expression of gratitude to Warwick Hemsley who retired from the Peet Limited Board in March 2011. Mr Hemsley served 26 years on the Board of Peet Limited, including 17 years as Managing Director and Chief Executive Offi cer.
He was the Managing Director and Chief Executive Offi cer of Peet when it listed in 2004 and continued as a nonexecutive director after his retirement from the Company in 2007. We thank Mr Hemsley for his very signifi cant contribution to the growth of Peet Limited over more than a quarter of a century.
Outlook
As I write this report, Australian households are responding to the negative sentiment around European economies and concern about the United States' debt ceiling issue and general economic malaise with caution. Despite Australia's own sound banking and fi nancial systems, good employment rates, and bourgeoning resources sector, consumer and business confi dence has weakened, with obvious fl ow-on effects to the residential property sector. These factors have also weighed heavily on Peet's share price.
Nonetheless, there are positive signs for the Australian property market in the longer-term, and for Peet in particular. Peet's portfolio is strategically balanced between Western Australia and Queensland where Australia's resources sector is focussed, and Victoria where our land bank is well located within the urban corridors earmarked to accommodate the forecast population growth.
It is clear that the conditions in the year ahead will present signifi cant challenges, but I remain confi dent in the Group's capacity to meet those challenges and optimise the opportunities that might arise during such times.
Tony Lennon Chairman 30 September 2011
Managing Director and Chief Executive Offi cer's Review
Peet Limited's results for the 2011 fi nancial year demonstrate the effectiveness of our well-stated business strategy – expanding the Group's position in the Australian residential property market through the growth of our funds management platform, strategic partnerships and disciplined capital management.
The changing and challenging market conditions that developed during the latter half of FY11 have intensifi ed in the fi rst quarter of the new fi nancial year. However, Peet has a strong track record of successfully managing through varying economic cycles and, during the past year, we have developed our core strengths and are well positioned to meet the challenges of FY12 and maintain our long-term growth strategy.
Peet continues to be an industry leader in the delivery of high-quality residential communities across Australia. Sales and settlement volumes were lower than expected in FY11, with consumer confi dence falling signifi cantly in the second half of the year, however, this was offset by growth in prices and margins in key business areas and markets. Operating profi t was up 3% to $44.0 million5 and we continued our geographic expansion into Queensland and Western Australia with signifi cant acquisitions and development management appointments that position the Group well for future growth.
Our achievements and acquisitions over the past year underpin our ongoing commitment to our customers – addressing the critical issue of affordability and creating masterplanned communities with a focus on genuine sustainability.
During the year we continued to deliver on our Funds Management strategy, developing our platform comprising retail syndicates and wholesale funds and partnerships, with a focus on large-scale projects in Australia's key markets.
As part of its medium to long-term growth strategy, during the year, Peet added another 17,300 lots with an on-completion value of $2.7 billion to its Funds Management business. This included the Flagstone acquisition in South East Queensland and other new projects in Perth's northern and southern coastal corridors.
The major acquisition of a 50% interest in MTAA Super's 1,244-hectare Flagstone West landholding is located next to it's Flagstone East project which has existing services and infrastructure, and a community of around 3,500 residents. Peet will project manage the Flagstone West project and the delivery of the 300 lots remaining in Flagstone East.
The Flagstone West project involves the delivery of an estimated 10,000 residential lots focused on the affordable market segment over the next 25 years, and a 200-hectare town centre for Greater Flagstone with provision for retail centres, neighbourhood activity centres, schools, healthcare, retirement housing, childcare and other community facilities.
With the addition of the Flagstone projects, Peet's land bank increased to more than 50,600 lots with an estimated on-completion value of $9.1 billion (in today's dollars). Almost 70% of the land bank, or $6.3 billion, is held within the Group's Funds Management and Joint Venture businesses.
In late June 2011, we announced a wholesale residential land partnership between Peet Limited and the Future Fund.
The purpose of the partnership is to create new residential communities in Australia's key growth corridors over the medium to long-term. We look forward to working with the Future Fund in acquiring broadacre residential land in areas of projected population growth around the country, and set about developing them into quality residential communities focused principally on the affordable market segment.

1/ Shorehaven at Alkimos, WA
The wholesale funds management growth strategy was identifi ed three years ago as one means of securing signifi cant future earnings while delivering quality results to our institutional partners and their investors and the Company's shareholders, and addressing the critical issues of land supply and affordability across Australia.
These key strategic achievements were highlights in a year impacted by challenging economic conditions, globally and locally.
The Group achieved net operating profi t in the 2011 fi nancial year of $44.0 million6 , representing an increase of 3%. It recorded a 7% increase in EBITDA, taking it to $81.2 million6 for the year and the Group's EBITDA margin remained steady at 43%6 . Revenue increased by 6% to $188.7 million.
Peet's Victorian operations were a key contributor, accounting for 78% of the Group's EBITDA for the year, and the Funds Management business performed very strongly, recording a 21% increase in EBITDA over the previous fi nancial year.
More than 2,200 residential lots were sold during the year (down 14%) for a gross value of $474.8 million. Almost 2,200 lots were settled (down 7%) for a gross value of $485.8 million.
There were 1,125 contracts on hand at 30 June 2011 (down 11%) with a gross value of $288.6 million (down 1%).
The statutory net profi t for the period was $22.1 million, down 47%. This included write-downs in the carrying value of inventories and development costs of $31.3 million (before tax) for the year.
Overall, the 2011 independent bank mortgage valuations of Companyowned land holdings increased to $586 million, resulting in a 10% increase in NTA to $1.377 per share. This NTA does not include the value attributed to the Company's Funds Management business.
The write-downs, however, related predominantly to longer-dated assets in our Queensland portfolio where the impact of natural disasters and deteriorating consumer and business confi dence has been well-documented. The write-downs have no impact on the production pipeline over the next fi ve years and the newly acquired Flagstone West property was not affected by the write-downs.
In line with Peet's stated capital management strategy, we also commenced a process to divest a number of non-core assets during the year. Proceeds received will be used to fund Peet's current development pipeline, reduce debt or pursue other capital management initiatives.
Steps were also taken towards the winding up of the Peet Income Property Fund which has had a focus on investment in the commercial and industrial sectors.
In June 2011, Peet also announced three capital management initiatives which underpin our growth strategy, providing working capital for the strategic expansion of the land bank and investment in several new projects in the year ahead.
Peet continued to comply with all of its debt covenants during the year and we remain committed to maintaining a strong balance sheet.


1/ Warner Lakes, QLD 2/ Carramar Village at Carramar Golf Course Estate, WA
The 2011 fi nancial year was focused on preparing for and investing in Peet's future - balancing the land portfolio, implementing our clearly-stated capital management strategy and positioning the operating business for growth in the medium to long-term with new larger scale managed and Companyowned projects in Western Australia, Queensland and Victoria.
As well as signifi cant developments in our institutional partnerships, Peet also established new relationships and nurtured existing partnerships with some of Australia's leading builders right across the country, and with the community.
Peet's partnerships with investors, government, builders and communities, will continue to be an important part of our success and particularly as we meet the challenges of the 2012 fi nancial year.
We expect that the Australian residential market will continue to be impacted by weak consumer sentiment across the country as householders react to the deterioration in major global economies, rising living costs, speculation over interest rates and ongoing uncertainty and speculative debate over the impact of federal government policy.
However, while the housing market continued to soften during the second half of the 2011 fi nancial year and through the fi rst quarter of FY12, indicators show the trend is cyclical rather than structural and the longterm outlook remains more positive. Household savings are high, dwelling approvals are below the long-term average and population growth is above average – all positive signs for the property market in the longer-term.
Furthermore, while Australian Bureau of Statistics fi gures showed a marginal increase in the number of unemployed in Australia in August 2011 (up 0.1% to 5.3%), the overall rate remains relatively low, and there remains a shortage of skilled labour, particularly in Western Australia and Queensland.
Housing affordability is a critical challenge right across Australia and will remain so in the short to medium term, due to a structural supply/demand imbalance. Peet will play its role in addressing this challenge and meeting market demand for affordable homesites, with its large and fl exible land bank, by expanding its product mix and offering a range of lot sizes in a variety of locations across the country.
In the year ahead, Peet remains focussed on delivering the right projects in the right markets under a capital effi cient model.
Strategic priorities for the Group continue to include:
- a clear focus on the businesses of residential land development and funds management;
- working with wholesale partners to acquire large-scale greenfi eld developments;
- the continued national expansion of the retail syndication and wholesale funds management platform;
- a focus on our customers, quality product and community to drive Peet's competitive advantage;
- prudent capital management; and
- a commitment to being environmentally responsible across its operations.
The Group has a large, geographically balanced land bank and will continue to meet the demands of the market in terms of product, price and service, with a particular focus on the affordable segment.
1
1/ Quarters, VIC
We will continue to benefi t from the experience and strategic guidance of Peet Limited's Chairman, Tony Lennon and the Board - and, on behalf of the entire Peet team, I thank them for their ongoing support and commitment.
I would also like to thank our shareholders, institutional and joint venture partners, and our retail syndicate investors who can remain confi dent that everyone at Peet is focussed on delivering the best possible results, yearin, year-out.
As we move towards the end of the fi rst quarter of FY12, there are signifi cant market challenges with a number of sectors, including the residential property sector, experiencing more diffi cult conditions.
In the short-term, there are some obvious challenges which require the Group to maintain a sharp focus on its capital management.
Global growth has softened with ongoing concern about European and American debt. At home, household and business confi dence has fallen and employment growth has slowed compared with 2010.
Nonetheless, there are more positive signs in the longer-term and Peet is well positioned to consider opportunities as they arise. The Australian economy continues to benefi t from economic growth in Asia and the high level of commodity prices is contributing to strength in the resources sector which augurs well for Peet in the longer-term, with a large proportion of our land bank in Australia's resource states of Western Australia and Queensland.
As the year progresses we will be closely monitoring the Australian household behaviour response to a range of global and local factors, ensuring that we continue to meet the market – and particularly the affordable market segment – with a wide range of residential product in our key markets of Western Australia, Victoria and Queensland.
We remain confi dent in the fundamental drivers of the Australian economy and in our strategy to deliver business growth in the medium to long-term.
Brendan Gore Managing Director and Chief Executive Offi cer 30 September 2011
Operational Review
Peet's Victorian operations were a key driver, performing particularly well in challenging market conditions.
Group Performance
Peet offers quality residential homesites targeted at the affordable segment of the market in the growth corridors of Perth, Melbourne and South East Queensland.
The Group's sound performance in challenging market conditions across the country in the 2011 fi nancial year was underpinned by the performance of its Funds Management business and its ability to maintain operating margins.
Sales concluded during the year at a number of mature projects and signifi cant investment commenced in new medium to long-term projects including a number of large-scale, Company-owned assets.
While deteriorating consumer confi dence impacted the number of sales and settlements achieved during the year, margins held fi rm and there was a 13% increase in the average price of residential lots settled.
As at 30 June 2011, there were 1,125 contracts on hand, down 11%, with a gross value of $288.6 million – down just 1% in value compared with the same time last year. The decrease in the number of contracts on hand was due primarily to delays in planning approvals on two large Victorian projects, both of which were in production at the start of FY12.
Project portfolio
Peet has successfully re-balanced its land bank with a focus on the longerterm growth states of Western Australia and Queensland, positioning itself for growth in the medium to long-term with new, larger-scale projects in those states and others in Melbourne's key growth corridors.
During the year, Peet acquired a 50% interest in the 1,244 hectare Flagstone West landholding from MTAA Super, which will include the development of a major Town Centre, and will also manage the remaining 300 lots in Flagstone East on behalf of MTAA Super.
The announcement of a partnership between Peet Limited and the Future Fund late in the fi nancial year also gives Peet a mandate to acquire and develop new residential communities in Australia's key growth corridors over the medium to long-term.
As at 30 June 2011, Peet's owned and managed land bank was the equivalent of more than 50,600 lots with an on-completion value (in today's dollars) of $9.1 billion.
More than 35,900 lots with an estimated on-completion value of more than $6.3 billion – or around 70% of the total land bank – form the syndicated or managed pipeline. This refl ects the successful implementation of a key plank of Peet's stated growth strategy – the expansion of its Funds Management business.
" More than 35,900 lots with an estimated on-completion value of more than $6.3 billion – or around 70% of the total land bank – form the syndicated or managed pipeline."


1/ Flagstone, QLD 2/ Quarters, VIC
Highlights
- Group revenue of $188.7 million
- Average selling price of residential lots settled up 13%
- Operating EBITDA of $81.2 million, up 7%8
- Operating EBITDA margin of 43%8
- More than 2,200 owned and managed lots sold down 14%
- Almost 2,200 owned and managed lots settled down 7% with a gross value of $485.8 million
- 1,125 contracts on hand as at 30 June 2011 with a gross value of $288.6 million value down 1%
- Total land bank of more than 50,600 lots with an on-completion value of $9.1 billion
Carrying value of inventories
Overall in FY11, the independent bank mortgage valuations of Companyowned projects showed an increase to $586 million, resulting in a 10% increase in NTA to $1.379 per share. This NTA does not include the value attributed to the Company's Funds Management business.
However, Peet recorded write-downs in the carrying value of inventories and development costs of $31.3 million (before tax) for the year. These related predominately to longer-dated assets in Peet's Queensland portfolio, where the market has declined due to the widespread economic impact of natural disasters and deteriorating business and consumer confi dence.
The carrying value of inventories adjustment has no impact on the production pipeline over the next fi ve years. The newly acquired Flagstone West value was not written down.
Capital management
Peet made signifi cant achievements and delivered on its capital management strategy during the year with the introduction of a new lender and key capital management initiatives including the issuing of $50 million in convertible notes, a fully underwritten share purchase plan of $20 million and the extension of the Group's $300 million syndicated debt facility.
The success of the Group's capital management strategy creates a strong and secure capital environment for growth in the medium to long-term.
It included, during this period, the start of a process to divest a number of non-core assets with the proceeds to be redeployed into Peet's current development pipeline, debt reduction or the pursuit of other capital management initiatives.
At the end of the 2011 fi nancial year Peet had:
- a weighted average debt maturity profi le of 3.3 years10;
- Group interest cover of 3.7 times; and
- Gearing of 33.5%11.
The weighted average cost of debt for the year ended 30 June 2011 was 8.6%10 (including margins). At year end, 91%10 of the Group's interest bearing debt ($217 million10 net of cash) was hedged, with a weighted average hedge maturity of 3.5 years10.
Peet continued to comply with all of its debt covenants during the year.
8. Pre write-downs
9. Net assets adjusted for market value of inventory
10. Excludes assets and liabilities associated with assets and liabilities classifi ed as held for sale
11. (Total interest bearing liabilities (including deferred payment obligations) less cash) / (Total assets adjusted for market value of inventory less cash, less intangible assets)


1/ Artist's Impression, Aston, VIC 2/ Avon Ridge, WA
Highlights
- Revenue of $120.6 million from the settlement of 598 lots
- Operating EBITDA of $40.1 million12
- Operating EBITDA margin of 33%12
- 423 lots sold for a gross value of $88.3 million
- 178 contracts on hand for a gross value of $40.7 million
Company-owned Projects
The Group sold more than 420 Company-owned residential lots for a total gross sales value of $88.3 million. This represented a 29% decrease in the number of lots but only a 1.8% decrease in the value of lots sold compared with the previous corresponding period.
A total of almost 600 lots were settled during the year, contributing to an increase in revenue to $120.6 million.
At 30 June 2011, there were 178 contracts on hand with a total gross value of $40.7 million. This was almost half the number of the previous corresponding period, largely due to the delay in planning approvals of key major projects. Those projects were in production at the start of the 2012 fi nancial year.
Peet's Company-owned projects totalled the equivalent of more than 14,700 lots at year end, with an on-completion value of just over $2.8 billion.

1/ Cardinia Lakes, VIC
Highlights
- EBITDA up 21% to $30.7 million
- Revenue up 26% to $46.4 million
- More than 1,620 lots sold for a gross value of $352.5 million
- More than 1,460 lots settled for a gross value of $331.1 million
- More than 850 contracts on hand as at 30 June 2011 with a gross value of $226.8 million
- 164 sales and 137 settlements from two joint venture projects
Funds Management
Peet manages and markets residential land developments on behalf of its land syndicates and under joint venture or project management arrangements.
The Group has delivered on its stated business strategy – in particular the growth and increased signifi cance of its Funds Management portfolio. Peet added another 17,300 lots with an on-completion value of $2.7 billion to its Funds Management business during the year. This included a major acquisition at Flagstone in South East Queensland and others in Perth's northern and southern corridors.
The major acquisition of a 50% interest in MTAA Super's 1,244-hectare Flagstone West landholding is situated next to MTAA Super's Flagstone East project for which Peet also takes responsibility for the delivery of the remaining 300 lots.
The Flagstone West project in South East Queensland is being undertaken in partnership with MTAA Super. It involves the delivery of an estimated 10,000 residential lots focussed on the affordable market segment over the next 25 years, and a 200-hectare town centre for Greater Flagstone with provision for retail centres, neighbourhood activity centres, schools, healthcare, retirement housing, childcare and other community facilities.
In February 2011, the Western Australian Government also announced that Peet would manage and market its large, proposed coastal community at Golden Bay, south of Perth.
The new 160-hectare Golden Bay residential community will be a 2,200 dwelling coastal development with Stage 1 land sales expected to commence in the fi rst half of the 2012 fi nancial year.
At 30 June 2011, sales had concluded or were nearing conclusion at a number of syndicated projects, including Brimbank Gardens, The Rise and Tarneit Gardens in Victoria, while new projects including Quarters in Melbourne's south-east were launched.
At year end, the Group's managed lots made up 69% of the total land bank portfolio, and had an estimated on-completion value of $6.3 billion.
A new partnership with the Future Fund provides a mandate to further build the managed portfolio and grow the Group's wholesale funds platform.
Peet has also identifi ed a retail syndicate pipeline and will continue to monitor interest from its retail investor base to determine the timing of a new retail syndicate launch.
Managed projects at Alkimos and Yanchep in Western Australia and at Flagstone and Caboolture in Queensland are among key projects underpinning Peet's performance in the 2012 fi nancial year and beyond.
The Company currently has two joint venture projects with the Western Australian Government.
There were 164 sales at Quattro: The New Queens Park and The Village at Wellard during the year. A total of 137 lots were settled during the year and there were 95 contracts on hand as at 30 June 2011 with a total value of $21.1 million.
In February 2011, close to 1,000 people turned out to mark the opening of The Village at Wellard's new builders' Display Village and, in April 2011, all but fi ve of 33 homesites released by ballot were snapped up in a single morning.
Sustainability
Peet Limited is committed to sustainability and environmental excellence and applies sustainability principles in its development projects and business practices, as well as leading and supporting industry programs and initiatives.
Our priorities in the design, construction and ongoing community capacity building of our larger projects include protecting and celebrating the natural environment, ensuring safety in construction and ongoing occupation, encouraging social well-being and providing for economic opportunity.
Peet also addresses the critical issue of housing affordability by providing a range of lot sizes at different locations to suit a variety of lifestyles and budgets – and with innovative incentives and partnerships to assist homebuyers entering the property market.


During the year:
-
Avon Ridge at Brigadoon in Western Australia earned UDIA EnviroDevelopment accreditation in the categories of "Water" and "Ecosystems". It recognises Peet's strong focus on environmentallysensitive design, and in particular the effort it has put into water-saving measures, conservation and protecting native plants and animals in the new community. Last year, Shorehaven at Alkimos was the fi rst in Western Australia to receive accreditation in the "Water" category.
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A major lakes precinct was offi cially opened at Cardinia Lakes in Victoria completing the transformation of an old quarry area. The eastern lake parklands features a timber amphitheatre, kilometres of walking and bike tracks, exercise stations and two lookouts. The western lake parklands also feature walking and bike tracks. As well as the sustainability outcomes, the works have helped establish an area of premium product within the community.
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The million dollar revegetation program at Four Mile Creek at Warner Lakes in Queensland continued, as did restoration work at Cooroy Creek at Greenwood Grove on the Queensland central coast. Planning was also underway for the establishment of wetlands at Riverbank in Caboolture and further environmental work at Vantage in Gladstone.
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A bund was designed, in collaboration with Melbourne Water, to protect the Greenvale Reservoir – an important water source for Melbourne adjoining Peet's Greenvale Lakes community. The bund will also provide opportunities for the development of walking and cycling paths around the reservoir.
-
Construction commenced on the new Community Centre at The Village at Wellard in Western Australia. The Centre will include a range of multi-purpose activity centre uses.
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Peet undertook a range of environmental awareness and education initiatives for residents at many of its estates and their wider communities, ranging from the provision of information and tips on how to live more sustainably, through to the organising and sponsorship of community events including National Tree Day.
-
There were numerous events at Peet communities during the year, bringing together residents and members of the wider community to celebrate important milestones and encourage a sense of community. Among the events were display village openings, festive celebrations and family fun days.
1/ Greenvale Reservoir, VIC 2/ National Tree Day at Warner Lakes, QLD

" The Infl atable rescue boat will be a valuable tool for us as we patrol the beaches, keeping locals and tourists safe during the peak summer season and throughout the year."
Dene Herbert, Shellharbour Surf Life Saving.
Community
Peet Limited is proud to have been part of the Australian community for more than 115 years. Building community capacity and supporting local groups and organisations is an important part of our work around Australia.
From February 2011, Peet has been pleased to support the Perth 2011 ISAF Sailing World Championships – an Olympic qualifying event expected to attract more than 1,400 athletes and offi cials from 80 nations in December 2011.
For the fi fth year, Peet was proud to support the work of Anglicare WA through the 2011 Peet Op Shop Ball for Anglicare. The project has so far raised more than $740,000 and delivered "A suitcase of hope" to many hundreds of children.
By contributing to not for profi t organisations in areas of the arts, social welfare groups and sport, Peet supports a wide range of groups which, in turn, help thousands of Australians in need every year.
In 2011, Peet communities were proud to sponsor more than 40 organisations and initiatives including the arts sector, community development initiatives, sporting groups and environmental programs.
In Victoria, Peet Limited also sponsored the UDIA Young Professional of the Year Award for the fi fth year and the Victorian Planning & Environmental Law Association Young Professional Awards, supporting the development of young professionals in the industry.
In Western Australia, Peet provided support to the UDIA (WA) and a regional conference hosted by the Planning Institute of Australia.

Awards
Peet Limited has been proud to earn a number a coveted industry awards for excellence in planning, design, environmental management and the development of vibrant, sustainable communities. In the past two years it added to its list of awards:
Urban Development Institute of Australia (VIC) Awards for Excellence-Judges' Award Innisfail, VIC
Town of Kwinana, Looking Forward Award The Village at Wellard, WA
Parks and Leisure Australia (National) Awards for Excellence, Inclusive and Connected Communities The Village at Wellard, WA
Parks and Leisure Australia (WA) Awards for Excellence, Inclusive and Connected Communities The Village at Wellard, WA
Urban Development Institute of Australia (QLD) Women In Development Excellence Awards (Industry Support Services category)
Sandra MacKinley, QLD
Australian Marketing Institute (WA) Award New Product Launch
Launch of Shorehaven at Alkimos, WA

1/ Innisfail, VIC 2/ The Village at Wellard, WA
Corporate Calendar
23 September 2011
Record date for fi nal dividend for the year ended 30 June 2011.
30 September 2011
Annual report for the year ended 30 June 2011 lodged with ASX.
14 October 2011
Annual report dispatched to all shareholders.
18 October 2011
Payment date for fi nal dividend for the year ended 30 June 2011.
15 November 2011
Annual General Meeting at the Parmelia Hilton Perth Hotel, Mill Street, Perth at 10.00am (AWST).
February 2012
Release of results for the half year ending 31 December 2011.
Outlined below are the main corporate governance policies and practices in place during the fi nancial year ended 30 June 2011. Unless otherwise stated, these are consistent with the ASX Corporate Governance Council's principles and recommendations and copies of relevant charters and policies are available at www.peet.com.au.
Board of Directors
Role of the Board
The Board of Directors is responsible for the corporate governance structures and practices of the Peet Group. Under the Board charter, the Board's responsibilities include:
- setting strategic direction of the Peet Group and monitoring management's performance within that framework;
- ensuring there are adequate resources available to meet the Peet Group's objectives;
- appointing and removing the Managing Director and Chief Executive Offi cer and overseeing succession plans for the senior executive team;
- approving and monitoring fi nancial reporting and capital management;
- approving and monitoring the progress of business objectives;
- ensuring that any necessary statutory licences (for example, Australian Financial Services Licence) are held and compliance measures are maintained to ensure compliance with the law and licence(s);
- ensuring that adequate risk management procedures are in place;
- ensuring that the Peet Group has appropriate corporate governance structures in place, including standards of ethical behaviour and a culture of corporate and social responsibility; and
- ensuring that the Board is and remains appropriately skilled to meet the changing needs of the Company.
Composition of the Board
Under the Constitution, the minimum number of directors is three. The maximum number of directors is to be fi xed by the directors, but may not be more than 14, unless the Company in general meeting resolves otherwise.
Following the resignation of Mr Warwick Hemsley as a Non-executive Director on 30 March 2011, the Board currently comprises of three non-executive directors (including two independent directors) and two executive directors.
Board Members
Details of the members of the Board, their experience, expertise, qualifi cations and independent status are set out in the Board of Directors section of this report.
The ASX Corporate Governance Council's principles recommend that Boards consist of a majority of independent non-executive directors; however, while the Peet Board does not meet this recommendation, it does consist of a majority of non-executive directors, one of whom is Chairman.
While the overall composition of the Board does not currently meet ASX guidelines on independence, the Directors believe that the current composition has the necessary skills and motivation to ensure that the Company continues to perform strongly.
The Directors are continuing their search for a new independent non-executive director. This will bring the number of independent non-executive directors to three, bringing the composition of the Board closer to ASX guidelines.
Mr Tony Lennon who is (indirectly) the largest shareholder in the Company and the Non-executive Chairman, is not independent but the Board strongly believes that due to the wealth of experience in Peet's business sector and knowledge of the Peet Group business that he brings to the Board, he is the most suitable person to occupy the position of Chairman.
Mr Warwick Hemsley held a nonexecutive position on the Board until his resignation on 30 March 2011. Mr Hemsley is a substantial shareholder in the Company and was Managing Director of the Company up to his retirement from that role in August 2007. He was not considered independent.
Mr Stephen Higgs is deemed to be independent under the principles set out on page 23.
Mr Graeme Sinclair is deemed to be independent under the principles set out on page 23.
Board Diversity
The Board recognises the benefi ts that arise from employee and board diversity and has adopted a Diversity Policy which is available on the Company's website.
The Diversity Policy provides that the Board will seek to develop measurable objectives for the Company to achieve greater gender diversity at board, executive and at a whole of company level.
The Board is required to assess the objectives annually as part of their performance assessment process, and will disclose its progress against these objectives and the proportion of women employees in the whole organisation, at board and various management levels, in the 2012 Annual Report.
Directors' independence
The Board of Peet defi nes an independent director as a non-executive director and:
-
is not a substantial (as defi ned by Corporations Act) shareholder of the Company or an offi cer of a substantial shareholder who has a fi nancial interest in the substantial shareholder;
-
within the last three years has not been employed in an executive capacity by the Company or another group member, or been a director after ceasing to hold any such employment;
-
within the last three years has not been a principal of a material professional adviser or a material consultant to the Company or another group member, or an employee materially associated with the service provider;
-
is not a material supplier or customer of the Company or other group member, or an offi cer of a material supplier or customer who has a fi nancial interest in the material supplier or customer;
-
has no material contractual relationship with the Company or another group member other than as a director of the Company or a other group member;
-
has not served on the Board for a period which could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company; and
-
is free from any interest and any business or other relationship that could, or could reasonably be perceived to, materially interfere with the director's ability to act in the best interests of the Company.
Materiality for these purposes is determined on both quantitative and qualitative bases. An amount of more than 5% of annual turnover of the Company or Group or 5% of the individual director's net worth is considered material for these purposes. In addition, a transaction of any amount or a relationship is deemed material if knowledge of it may impact the shareholders' understanding of the director's performance.
Term of Offi ce
Apart from the Managing Director, all directors are appointed for a term (maximum of three years) retiring in rotation.
Chairman and Managing Director
The roles of Chairman and Managing Director are strictly separated.
The Chairman is responsible for:
- leading the Board in its duties to the Peet Group;
- ensuring there are processes and procedures in place to evaluate the performance of the Board, its committees and individual directors;
- facilitating effective discussions at Board meetings; and
- ensuring effective communication with shareholders.
The Managing Director is responsible for:
- strategy and policy direction of the operations of the Peet Group;
- the effi cient and effective operation of the Peet Group;
- ensuring the Board is provided with accurate and clear information in a timely manner to promote effective decision-making; and
- ensuring all material matters affecting the Peet Group are brought to the Board's attention.
Independent Professional Advice
In fulfi lling their duties, each director may obtain independent professional advice at the Company's expense, subject to prior approval of the Chairman, whose approval will not be unreasonably withheld.
Performance Assessment
The Board undergoes periodic formal assessments as and when considered appropriate, and informal self assessment on an ongoing basis.
The formal assessment process generally involves the appointment of an independent, third party consultant to facilitate the process and typically includes the requirement for each director to complete a questionnaire and to be interviewed by the third party consultant. Matters assessed may include the role, composition, procedures, practices and behaviour of the Board, its committees and their members.
This is then generally followed by a facilitated workshop at which the directors discuss the fi ndings (in aggregate) from the questionnaires and interviews and agree on a program of actions.
The fi nal part of the process generally involves individual feedback sessions facilitated by the independent third party consultant.
The Board continuously assesses its performance on an informal basis.
Board Committees
The following committees serve the Board:
Remuneration Committee
The Remuneration Committee meets as frequently as required and during the year held three (3) meetings. The Committee operates in accordance with its charter which is available on the Company's website. Its primary function is to make recommendations to the Board on:
- executive remuneration and incentive policies;
- the remuneration packages of senior management;
- recruitment, retention and termination policies for senior management;
- incentive schemes;
- superannuation arrangements;
- senior management succession plans; and
- the remuneration framework for directors, including non-executive directors.
The Remuneration Committee currently consists of two independent directors and the Non-executive Chairman.
The chairperson of the Remuneration Committee is the person appointed by the Board.
The members of the committee during the year were:
- Mr SF Higgs (Chairman) Independent Non-executive Director
- Mr GW Sinclair Independent Non-executive Director
- Mr AW Lennon Non-executive Chairman
Details of these directors' attendance at Remuneration Committee meetings are set out at item 12 in the Directors' Report.
Details of key management personnel remuneration is set out at item 14 in the Directors' Report.
As at the 30 June 2011, the Company's key management personnel comprised the Executive Team, whose members report directly to the Managing Director and Chief Executive Offi cer, and the Directors.
The process for evaluating the performance of the Executive Team members (not including the Managing Director and Chief Executive Offi cer) generally involves an analysis of:
-
a summary of the executives' highlights for the previous 12 months;
-
an assessment against the Company's values and behaviours, which is considered a mandatory aspect of the day-to-day performance and an integral part of the Company's culture;
-
an assessment against personal objectives and key performance indicators; and
-
an assessment of personal skills and attributes.
This performance evaluation is undertaken by the Managing Director and Chief Executive Offi cer.
A performance evaluation for each member of the Executive Team occurred during the past year in relation to the year ended 30 June 2010 and the process in respect of the year ended 30 June 2011 is currently in progress.
The Managing Director and Chief Executive Offi cer had his performance assessed by the Remuneration Committee and the Board based, primarily, on various Group fi nancial and non-fi nancial performance criteria.
Audit and Risk Management Committee
The purpose of the Audit and Risk Management Committee is to review and monitor the fi nancial affairs of the Company and to ensure there are adequate policies in place in relation to risk management, compliance and internal control systems.
The committee's primary responsibilities include the following:
-
review the integrity of the Peet Group's fi nancial and external reporting;
-
review and assess the external auditors' activities, scope and independence;
-
review the management processes for the identifi cation of signifi cant business risks and exposures and review and assess the adequacy of management information and internal control structures; and
-
provide assurance that the Peet Group is adequately managing risk relating to corporate governance and is maintaining appropriate controls against confl icts of interest and fraud.
Under its charter, the Audit and Risk Management Committee consists of a minimum of three directors with a majority of independent directors. The Board selects the chairperson of the Audit and Risk Management Committee. The current committee consists of two independent non-executive directors and the Non-executive Chairman.
At the discretion of the Committee, the external auditor and other members of the Board and management are invited to Audit and Risk Management Committee meetings as and when considered appropriate.
The Audit and Risk Management Committee will consider any matters relating to the fi nancial affairs of Peet and any other matter referred to it by the Board.
The Audit and Risk Management Committee charter requires the committee to meet at least three (3) times a year. The Committee held four (4) meetings during the year and all the other directors were invited to these meetings, along with the Chief Financial Offi cer and/or the Group Financial Controller.
The external auditors were invited to attend two (2) of the four (4) meetings.
The members of the committee during the year were:
- Mr GW Sinclair (Chairman) Independent Non-executive Director
- Mr SF Higgs Independent Non-executive Director
- Mr AW Lennon Non-executive Chairman
Details of these directors' attendance at Audit and Risk Management Committee meetings are set out at item 12 in the Directors' Report.
The Group Company Secretary acts as secretary to the Committee and attends its meetings.
Compliance Committee
The Compliance Committee is responsible for monitoring and reviewing the effectiveness of the various Compliance Plans and functions governing the various Managed Investment Schemes for which Peet acts as Responsible Entity and Custodian.
The members of the Compliance Committee during the year were:
• Mr D Rundle (external member) - was a practising accountant for over 40 years, including 11 years in public practice. In more recent times has been involved in property development, including being a member of the unit-holders advisory committee of managed investment schemes managed by Peet.
- Mr A Hicks (external member) former partner of the fi rm currently known as RSM Bird Cameron. Mr Hicks spent his entire working life in public practice and is a Fellow of both CPA Australia and Institute of Chartered Accountants of Australia.
- Mr W Hemsley (former Non-executive Director) – resigned on 30 March 2011 from the Board of Peet Limited and the Compliance Committee.
- Mr Domenico Scafetta (Group Company Secretary) – was appointed as a temporary member following Mr Hemsley's resignation.
Peet's Compliance Offi cer acts as secretary to the Committee and attends its meetings.
The Compliance Plans of the Managed Investment Schemes have been lodged with the Australian Securities and Investments Commission (ASIC) and are subject to ongoing review.
The Committee meets at least four times a year and is required to report breaches of the Corporations Act 2001, the Parent Entity's Australian Financial Services Licence and the various Managed Investment Schemes' Constitutions and Compliance Plans to the Board, which is then required to report to ASIC any signifi cant breach of obligations.
Nomination Committee
No nomination committee currently exists.
Any changes to directorships will continue to be considered by the Remuneration Committee and the full Board subject to any applicable laws.
When a new director is to be appointed the Board, together with the Remuneration Committee, will review the range of skills, experience and expertise on the Board, identify its needs and prepare a short-list of candidates with appropriate skills and experience. Where necessary, advice will be sought from independent search consultants.
The Board will then appoint the most suitable candidate who must stand for election at the next annual general meeting of the Company. The Board's nomination of existing directors for reappointment is not automatic and is contingent on their past performance, contribution to the Company and the current and future needs of the Board and the Company.
The Directors are continuing their search for a new independent non-executive director. This will bring the number of independent non-executive directors to three, bringing the composition of the Board closer to ASX guidelines.
Risk Management
The Board recognises the importance of managing the risks associated with Peet's business operations and has adopted a formal Risk Management Plan in keeping with its Risk Management Policy Statement, a copy of which is available on the Corporate Governance section of the Company's website (www.peet.com.au).
Management is responsible for the design and implementation of the risk management framework and internal control systems to manage the Company's material business risks and to report to the Board on whether those risks are being managed effectively. Individual business units are responsible for integrating the risk management framework within their business processes and systems.
The Audit and Risk Management Committee assists the Board in its risk management oversight function, receives reports from management on the Company's material business risks and monitors the effectiveness of risk management and internal control policies.
While the identifi cation, monitoring and reporting of risks occurs continually, management reviews the Risk Management Plan periodically to ensure its ongoing relevance.
The Risk Management Plan represents a component of the overall internal controls of Peet to assist in risk management. Other internal controls include:
- establishing a company-wide code of conduct;
- the adoption of written policies and procedures;
- the delegation of authority across the various levels of the Company;
- establishment of reporting systems to monitor compliance;
- appointment of a compliance offi cer; and
- a network disaster recovery plan.
During the year, the Audit and Risk Management Committee and the Board received periodic reports on management's ongoing monitoring of, and action plans for, material business risks.
External Auditors
The Company and Audit and Risk Management Committee policy is to appoint external auditors who demonstrate quality and independence. The performance of the external auditor is reviewed periodically and applications for tender of external audit services are requested as deemed appropriate, taking into consideration assessment of performance, existing value and tender costs.
PricewaterhouseCoopers were appointed as the external auditors of the Company in 1998. It is PricewaterhouseCoopers' policy to rotate audit engagement partners on listed companies at least every fi ve years. The current lead audit partner, David J Smith, was fi rst appointed for the 2008 fi nancial year's audit.
An analysis of fees paid to the external auditors, including a breakdown of fees for non-audit services, is provided in item 16 of the Directors' Report and in note 27 to the fi nancial report.
The external auditor is requested to attend the Annual General Meeting and be available to answer shareholders' questions about the conduct of the audit and the preparation and content of the audit report.
Corporate Reporting
The following certifi cations required by the Corporations Act have been made to the Board:
• that the Company's fi nancial reports are complete and present a true and fair view, in all material respects, of the fi nancial condition and operational results of the Company and Group and are in accordance with relevant accounting standards; and
• that the above statement is founded on a sound system of risk management and internal compliance and control and which implements the policies adopted by the Board and that the Company's risk management and internal compliance and control system is operating effi ciently and effectively in all material respects.
Promotion of Ethical and Responsible Decision Making
Code of conduct
The Board believes that the success of the Peet Group has been, and will continue to be, enhanced by a strong ethical culture within the organisation. As the Peet Group grows, the need to ensure that ethical standards remain has led the Board to embrace policies to ensure that all directors, executives and employees act with the utmost integrity and objectivity in their dealings with all people that they come in contact with during their employment with the Peet Group.
The Company has documented the requirements to ensure that all legal and other compliance obligations to legitimate stakeholders are fully met. The various charters and policies are periodically reviewed and updated as necessary to ensure they refl ect the highest standards of behaviour and professionalism and the practices necessary to maintain confi dence in the Company's integrity.
Share trading guidelines
Employees
Employees, other than directors or senior management, may buy or sell Peet shares on the ASX in the period of 60 days commencing immediately following:
- the announcement of half-yearly results;
- the announcement of annual results; or
- the holding of the Annual General Meeting
except where an employee is in possession of price sensitive information or where the Company is in possession of price sensitive information and has, during the 'window' set out above, notifi ed the employee that they may not buy or sell shares during all or part of any such period.
Employees, other than directors or senior management, may also buy or sell Peet's shares during the period that Peet has a current prospectus or other form of disclosure document on issue pursuant to which persons may subscribe for shares.
During other periods
Outside of the 'window' period, all employees, other than directors or senior management, must receive clearance for any proposed dealing in Peet's shares on the ASX by informing and receiving approval from the Managing Director prior to undertaking a transaction.
Directors and senior management
Unless there are unusual circumstances, as determined by the Board, approval will not be given to enable directors and senior management to trade in Peet's shares outside the 'windows' discussed above.
Additionally, before directors and senior management can deal in Peet's shares during the windows previously mentioned, they must follow these procedures:
- a director of Peet (including the Managing Director) must notify the Chairman and Group Company Secretary prior to undertaking a transaction;
- the Chairman must notify the Board or the next most senior director, prior to undertaking a transaction; and
- senior management must notify the Managing Director and Group Company Secretary prior to undertaking a transaction.
ASX Listing Rule 3.19A requires a listed company to advise ASX of a change in a notifi able interest of a director no more than fi ve business days after the change occurs. A director of Peet is required to complete a standard memorandum and pass it on to the Group Company Secretary when they either buy or sell securities in Peet. The standard memorandum includes confi rmation as to whether or not the trade occurred outside the specifi ed 'windows' where prior clearance was required, whether that clearance was granted, the date that clearance was granted, and for what period.
Members of Senior Management are required to complete a standard memorandum if they seek approval to trade in Peet's securities outside the approved trading windows.
Short-term dealing
Employees may not deal in Peet's securities on a 'short-swing' basis, except in circumstances of special hardship, with the Managing Director's approval. That is, employees may not buy and then sell securities within a three month period. In addition, employees may not enter into any other shortterm dealings (for example, forward contracts) except with the approval of the Managing Director.
Hedging of unvested securities
The Company's Guidelines for Dealing in Securities prohibit the entering into of schemes by directors and employees to protect the value of unvested entitlements under any equity-based remuneration scheme.
Continuous disclosure policies and shareholder communication
The Company places a high priority on communication with shareholders and is aware of the obligations it has under the Corporations Act 2001 and the ASX Listing Rules, to keep the market fully informed of information which is not generally available and which may have a material effect on the price or value of the Company's securities.
The Company has adopted policies, which establish procedures to ensure that directors and management are aware of and fulfi l their obligations in relation to the timely disclosure of material price sensitive information.
The Group Company Secretary has been nominated as the person responsible for communications with the Australian Securities Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the ASX Listing Rules and overseeing and co-ordinating information disclosure to the ASX.
Information is communicated to shareholders as follows:
- The Annual and Half-yearly Financial Reports are lodged with the ASX, with the Annual Report made available for distribution to shareholders;
- Announcements of annual and interim results, broker/analyst presentations and other price sensitive information are made to the ASX; and
- Addresses made by the Chairman and Managing Director to the Annual General Meeting (AGM).
Shareholders are entitled to attend the AGM and receive a notice of such meeting together with an explanatory memorandum of proposed resolutions (as appropriate). If shareholders cannot attend the AGM they are entitled to lodge a proxy in accordance with the Corporations Act 2001 and Peet's Constitution.
A transcript of the addresses made by the Chairman and the Managing Director to the AGM is released to the ASX prior to the commencement of the AGM.
Additionally, all ASX announcements and other media releases are accessible via the Company's website.
Board of Directors
Tony Lennon FAICD Non-executive Chairman
Tony Lennon has been a Director of Peet for 26 years and was Executive Chairman before the Company was listed on the Australian Securities Exchange in 2004. He brings more than 40 years' property experience to the position of Chairman of the Board.
A qualifi ed valuer, Mr Lennon acquired a controlling interest in, and assumed the position of Managing Director of, Peet Limited in 1985. Today, he continues to maintain a signifi cant and active interest in the Company.
Mr Lennon is a Fellow of the Australian Institute of Company Directors and an Associate of the Australian Property Institute. A former President of the Real Estate Institute of Western Australia, he has also served as a Councillor of the national body, the Real Estate Institute of Australia.
His industry service has included State Government appointed roles as Chairman of both the Perth Inner City Living Taskforce and the Residential Densities Review Taskforce. He was also a Member of the Commercial Tribunal (Commercial Tenancies).
Mr Lennon is a former President of Western Australia's Shire of Peppermint Grove and Deputy Chairman of the National Board of the Australia Day Council. He is also a former Chairman of the Curtin Aged Persons Foundation and a founding Director of the Wearne and the Riversea Hostels for the Aged, both of which are locally initiated and managed community facilities.
Brendan Gore BComm, FCPA, FCIS, FAICD Managing Director and Chief Executive Offi cer
Brendan Gore has held senior corporate, commercial and operational roles for more than 19 years and brings to the positions of Managing Director and Chief Executive Offi cer wide-ranging expertise in the business, resources and property sectors.
Mr Gore is a qualifi ed accountant and Fellow of the Australian Institute of Company Directors, CPA Australia and the Chartered Secretaries Australia.
Before joining Peet, Mr Gore held the dual role of Chief Financial Offi cer and Company Secretary of Mermaid Marine Australia Limited - now Australia's largest marine-based services provider to the offshore oil and gas industry.
He began with Peet as Chief Financial Offi cer and played a key role in expanding the company's scope of activities and growing its core residential development and land syndication businesses.
In January 2007, he was appointed inaugural Chief Operating Offi cer, taking on responsibility for developing Peet's integrated operational strategy and managing the day-to-day safety and performance of its business divisions.
Assuming the position of Managing Director and Chief Executive Offi cer later that same year, Mr Gore maintains Peet's ongoing commitment to a longterm, strategic and disciplined approach to growth and expansion.
Stephen Higgs BEc (Syd) Independent Non-executive Director
Stephen Higgs joined the Board of Peet Limited in June 2004.
Mr Higgs has held a series of board roles with high-profi le Australian companies, including UBS Investment Bank, with which he worked for 20 years to cement a leadership position in the private equity market.
He is also Chairman of the Juvenile Diabetes Research Foundation Australia, a role he has undertaken since 2002.
Mr Higgs' commitment to the community has extended to include positions working as a Councillor at St Andrew's College at Sydney University and Trustee of Redkite (formerly the Malcolm Sargent Cancer Fund for Children in Australia).
Graeme Sinclair
BComm, CA, ACIS, FAICD Independent Non-executive Director
A qualifi ed Chartered Accountant with more than 35 years accumulated experience in investment and wealth management services, Graeme Sinclair joined the Peet Limited Board in June 2004.
Mr Sinclair gained his accounting qualifi cations with an international accounting fi rm in 1971, before transferring to the fi rm's London offi ce.
Two years later he returned to Australia and joined the Myer Family Group, an actively-managed long-term investment group. The Myer Family Group holds Australian and international equity portfolios, as well as private equity and property investments.
After becoming the Group's Chief Executive Offi cer and Managing Director of the Myer Family Company Pty Ltd, Mr Sinclair served in those roles for 13 years before retiring from those positions in mid 2009.
Mr Sinclair is also a Non-executive Director of Mirrabooka Investments Limited, a listed investment company specialising in investing in small and medium-sized companies.
Mr Sinclair has a number of philanthropic activities, including being a Trustee of the William Buckland Foundation, one of Australia's largest philanthropic foundations, and a Director of Habitat for Humanity Australia (Victoria) Inc, having previously served as Secretary of both The Myer Foundation and the Sidney Myer Fund.
Anthony Lennon
BA, Grad Dip Bus Admin, MAICD Executive Director / National Business Development Director
Anthony Lennon joined Peet in 1991 and became a Director in 1996.
He moved to Victoria over a decade ago to establish Peet's operations in Australia's eastern states and has overseen signifi cant expansion since that time.
Before joining the Company, Mr Lennon worked in the United Kingdom, where he completed his post-graduate Diploma in Business Administration while on a Graduate Management Training Scheme with major international construction and development company, John Laing PLC. His time with this global company saw him gain valuable experience in property planning, marketing, feasibility analysis and project management.
Mr Lennon's responsibilities since joining Peet have included project management, broadacre acquisitions, marketing and fi nancing and a six-year stint as Chairman of one of WA's largest conveyancing businesses.
Currently Peet Limited's National Business Development Director, he has previously held the positions of Director of Marketing and Director of Eastern States Operations, responsible for projects in Victoria, Queensland and New South Wales.
He is a board member of the Urban Development Institute of Australia (Victoria).
Directors' Report
Your Directors present their report on the Consolidated Entity consisting of Peet Limited ('the Parent Entity' or 'the Company') and the entities it controlled at the end of, or during, the fi nancial year ended 30 June 2011 ('Peet Group').
1 Directors
The following persons were Directors of the Company during part or the whole of the fi nancial year and up to the date of this report:
Non-executive Chairman AW Lennon
Executive Directors BD Gore AJ Lennon
Non-executive Directors SF Higgs GW Sinclair WD Hemsley (resigned 30 March 2011)
2 Principal Activities
The principal activities of the Consolidated Entity during the course of the fi nancial year were land development, funds management and land syndication. There was no signifi cant change in the nature of the activities during the year.
3 Review of Operations and Consolidated Results
| GROUP FINANCIAL SUMMARY | CONSOLIDATED | |
|---|---|---|
| 2011 | 2010 | |
| $'000 | $'000 | |
| Revenue | 188,725 | 178,022 |
| Expenses | (109,173) | (103,718) |
| 79,552 | 74,304 | |
| Write-down in the carrying value of inventories and development costs | (31,251) | (989) |
| EBIT | 48,301 | 73,315 |
| Finance costs (includes interest and fi nance costs expensed through cost of sales) | (15,550) | (11,981) |
| Profi t before income tax | 32,751 | 61,334 |
| Income tax expense | (10,545) | (19,223) |
| Profi t after tax for the year | 22,206 | 42,111 |
| Profi t is attributable to: | ||
| Owners of Peet Limited | 22,147 | 42,111 |
| Non-controlling interests | 59 | - |
| 22,206 | 42,111 |
A review of operations for the fi nancial year and the results of those operations are set out in the Operational Review.
4 Earnings Per Share
| CONSOLIDATED | ||
|---|---|---|
| 2011 | 2010 | |
| CENTS | CENTS | |
| Basic earnings per share | 7.3 | 14.1 |
| Diluted earnings per share | 6.8 | 13.9 |
Basic earnings per share is calculated after income tax expense based on the weighted average number of shares on issue for the year to 30 June 2011.
5 Signifi cant Changes in the State of Affairs
There were no signifi cant changes in the state of affairs of the Group during the fi nancial year, other than those changes identifi ed in the fi nancial statements for the year ended 30 June 2011.
6 Matters Subsequent to the End of the Financial Year
On 25 July 2011 Peet No 130 Pty Limited (a wholly owned subsidiary of Peet Limited) paid an outstanding commitment due of $43,500,000 in relation to the Flagstone West property. Refer to note 29 for further details.
No other matters or circumstances have arisen since the end of the fi nancial year, which have signifi cantly affected or may signifi cantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent fi nancial years.
7 Likely Developments and Expected Results of Operations
No further information as to the likely developments in the operations of the Consolidated Entity and the expected results of those operations in subsequent fi nancial years has been included in this report because, in the opinion of the Directors, it would prejudice the interests of the Consolidated Entity.
8 Dividends
Dividends paid or declared by the Company to members since the end of the previous fi nancial year were:
| CENTS PERSHARE | TOTALAMOUNT$'000 | DATE OF PAYMENT | FRANKED /UNFRANKED | |
|---|---|---|---|---|
| Declared and paid during the year | ||||
| Interim 2011 ordinary | 4.00 | 12,118 | 20 April 2011 | Franked |
| Final 2010 ordinary | 4.50 | 13,531 | 15 October 2010 | Franked |
| 8.50 | 25,649 | |||
| Declared after year end | ||||
| Final 2011 ordinary | 4.50 | 14,312 | 18 October 2011 | Franked |
Dividends declared or paid during the year were fully franked at the tax rate of 30%.
The fi nancial effect of the dividend declared subsequent to the reporting date has not been brought to account in the fi nancial statements for the year ended 30 June 2011 and will be recognised in the following fi nancial period.
The amount of dividends payable subsequent to year end is based on the 318 million ordinary shares on issue at the record date.
9 Environmental Regulation
The Consolidated Entity is subject to environmental regulation by way of the Environment Protection and Biodiversity Conservation Act 1999 in respect of its land subdivision activities nationally; the Environmental Protection Act 1986 (as amended) and the Contaminated Sites Act 2003 in respect of its Western Australian land subdivision activities, the Environmental Protection Act 1970 (as amended) in respect of its Victorian subdivision activities, the Environmental Protection Act 1994 (including Regulations 1998) and the Sustainable Planning Act 2009 in respect to its Queensland land subdivision activities and the Environmental Planning and Assessment Act 1979 in respect of its New South Wales subdivision activities.
The Peet Group is not aware of any breaches of environmental regulations in respect of its activities.
Greenhouse gas and energy data reporting requirements
The Consolidated Entity is also subject to the reporting requirements of the National Greenhouse and Energy Reporting Act 2007, which requires the Group to report its annual greenhouse gas (GHG) emissions and energy use if it emits greenhouse gases, produces energy, or consumes energy at or above specifi ed GHG emission thresholds per fi nancial year starting 1 July 2008.
The Group is not required to register and report to the Department of Climate Change as the Group's GHG emissions or energy consumption are below the reporting thresholds for the 2010 and 2011 reporting periods.
10 Information on Directors and Group Company Secretary
Please refer to the Board of Directors section of this report for information on Directors.
Group Company Secretary
The Group Company Secretary is Mr Dom Scafetta, who was appointed to the position on 19 January 2005. He is a qualifi ed Chartered Accountant and joined the Company in 1998. He is responsible for the corporate compliance and secretarial responsibilities of the Peet Group and all property syndicates. Prior to his appointment to the Company, he worked with accounting fi rm Coopers & Lybrand (now PricewaterhouseCoopers).
11 Interests in the Shares, Options and Performance Rights of the Company
| DIRECTOR | INTEREST INORDINARY SHARES | INTEREST INOPTIONS &PERFORMANCERIGHTS | INTEREST INORDINARY SHARES | INTEREST INOPTIONS &PERFORMANCERIGHTS |
|---|---|---|---|---|
| At 30 June 2011 | At 30 June 2011 | At the date of this report | At the date of this report | |
| AW Lennon | 81,153,656 | - | 81,580,965 | - |
| SF Higgs | 400,000 | - | 400,000 | - |
| GW Sinclair | 79,000 | - | 79,000 | - |
| BD Gore | - | 4,315,166 | - | 4,315,166 |
| AJ Lennon | 976,799 | 665,343 | 976,799 | 665,343 |
| WD Hemsley1 | - | - | - | - |
- WD Hemsley resigned 30 March 2011, accordingly his shareholding is no longer required to be reported.
12 Directors' Meetings
The number of meetings of Directors (including meetings of committees of Directors) held during the year and the number of meetings attended by each Director were as follows:
| AUDIT & RISK MANAGEMENT | ||||||
|---|---|---|---|---|---|---|
| DIRECTOR | BOARD OF DIRECTORS | COMMITTEE | REMUNERATION COMMITTEE | |||
| Held | Attended | Held | Attended | Held | Attended | |
| AW Lennon | 13 | 13 | 4 | 4 | 3 | 3 |
| BD Gore | 13 | 13 | - | - | - | - |
| SF Higgs | 13 | 13 | 4 | 4 | 3 | 3 |
| GW Sinclair | 13 | 13 | 4 | 4 | 3 | 3 |
| AJ Lennon | 13 | 13 | - | - | - | - |
| WD Hemsley1 | 8 | 7 | - | - | - | - |
- Resigned 30 March 2011.
13 Retirement, Election and Continuation in Offi ce of Directors
Directors are elected at the Annual General Meeting (AGM) of the Company. Retirement will occur on a rotational basis so that one third of the Directors, but not less than two, shall retire at each AGM. The Directors may also appoint a Director to fi ll a casual vacancy on the Board or in addition to the existing Directors, who will then hold offi ce until the next AGM. No Director who is not the Managing Director, may hold offi ce without re-election beyond the third AGM following the meeting at which the Director was last elected or re-elected.
At this year's AGM both AJ Lennon and SF Higgs will retire by rotation and offer themselves for re-election. The balance of your Board of Directors recommends their re-election.
14 Remuneration Report
The remuneration report is set out under the following main headings:
- Principles used to determine the nature and amount of remuneration
- Details of remuneration
- Service agreements
- Share-based compensation
- Additional information
The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001.
Principles used to determine the nature and amount of remuneration
The objective of the Company's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and creation of value for shareholders. The Board ensures that executive reward satisfi es the following key criteria for good reward governance practices:
- competitiveness and reasonableness;
- acceptability to shareholders;
- performance linkage/alignment to executive compensation; and
- capital management.
In consultation with external remuneration consultants, the Company has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation through the following features:
Alignment to shareholders' interests:
- has earnings as a core component of plan design;
- focuses the executive on key fi nancial and non-fi nancial drivers of value; and
- attracts and retains high-calibre executives.
Alignment to program participants' interests:
- rewards capability and experience;
- provides a clear structure for earning rewards; and
- provides recognition for contribution.
The framework provides a mix of fi xed and variable pay, and a blend of short (STI) and long-term incentives (LTI). As employees are promoted to executive and senior management roles within the Company, the balance of this mix shifts to a higher proportion of 'at risk' rewards.
Principles used to determine the nature and amount of remuneration (continued)
Non-executive Directors' fees
Fees and payments to Non-executive Directors refl ect the demands which are made on, and the responsibilities of, the Directors. Non-executive Directors' fees and payments are reviewed annually by the Board. The Board considers, as appropriate, the advice of independent remuneration consultants to ensure Non-executive Directors' fees and payments are appropriate and in line with the market. The Chairman's fees are determined independently to the fees of Non-executive Directors based on comparative roles in the external market. The Chairman is not present at any discussions relating to determination of his own remuneration. Non-executive Directors do not receive share options. Subject to the rules of the relevant shareplan, Non-executive Directors may opt each year to receive a percentage of their remuneration in Peet Limited shares, which would be acquired on market. Shareholders approved this arrangement in June 2004.
The current base remuneration was last set with effect from 1 July 2006. The Chairman's and Non-executive Directors' remuneration is inclusive of committee fees and for their membership on any subsidiary Boards. Non-executive Directors' fees, including the Chairman's, are determined within an aggregate Directors' fee pool limit, which is periodically recommended for approval by shareholders. The maximum currently stands at $600,000.
The Non-executive Directors do not receive any form of retirement allowance.
Executive Directors' pay
The Executive Directors' pay and reward framework has four components:
- base pay and benefi ts;
- short-term performance incentives;
- long-term incentives through participation in the Peet Limited Employee Share Option Plan (ESOP) and the Peet Limited Performance Rights Plan (PRP); and
- other remuneration such as superannuation.
The combination of these comprises the Executive Directors' total remuneration.
Base pay
Executive Directors' base pay is structured as a total employment cost package which may be delivered as a mix of cash and prescribed non-fi nancial benefi ts.
Executive Directors are offered a competitive base pay that comprises the fi xed component of pay and rewards. As and when considered appropriate, external remuneration consultants provide analysis and advice to ensure base pay is set to refl ect the market for a comparable role. Base pay for Executive Directors is reviewed annually to ensure the Directors' pay is competitive with the market.
Short-term Incentives (STI)
Each Executive Director has a target STI opportunity depending on the accountabilities of the role and impact on the Group's performance. Generally, the maximum target bonus opportunity is 100% of total base salary for the Managing Director and Chief Executive Offi cer and is 30% of total base salary for the National Business Development Director. However, the Board of Directors has the discretion to pay over and above these amounts.
Each year, the Remuneration Committee considers the appropriate targets and key performance indicators (KPIs) to link the STI plan and the level of payout if targets are met. This may include setting any maximum payout under the STI plan, and minimum levels of performance to trigger payment of STI.
For the years ended 30 June 2011 and 2010, the KPIs linked to STI plans were based on Group, individual business and personal objectives. The KPIs required performance in achieving specifi c earnings and operational targets, taking into account prevailing market conditions.
Principles used to determine the nature and amount of remuneration (continued)
Other key management personnel remuneration
The other key management personnel pay and reward framework has the same four components as the Executive Directors' pay and reward framework:
- base pay and benefi ts;
- short-term performance incentives;
- long-term incentives through participation in the Peet Limited Employee Share Option Plan (ESOP) and the Peet Limited Performance Rights Plan (PRP); and
- other remuneration such as superannuation.
The combination of these comprises the other key management personnels' total remuneration.
Base pay
The base pay for other key management personnel is structured as a total employment cost package which may be delivered as a mix of cash and prescribed non-fi nancial benefi ts.
Other key management personnel are offered a competitive base pay that comprises the fi xed component of pay and rewards. External remuneration consultants provide analysis and advice to ensure base pay is set to refl ect the market for a comparable role. Base pay for key management personnel is reviewed annually to ensure that their pay is competitive with the market. Key management personnel pay is also reviewed on promotion.
Short-term Incentives (STI)
The Managing Director and Chief Executive Offi cer, together with the Remuneration Committee and the Board consider the appropriate targets and KPIs to link the STI plan and the level of payout if targets are met.
Additionally bonuses may be awarded to other key management personnel at the discretion of the Remuneration Committee in acknowledgement of exceptional performance.
Details of remuneration
Details of the remuneration of each Director and the other key management personnel of the Group, as defi ned in AASB 124 Related Party Disclosures, are set out in the tables following.
Other key management personnel
The key management personnel of the Company and the Group include the Executive Directors and the following executives who have authority and responsibility for planning, directing and controlling the activities of the Group. This also includes the fi ve highest paid executives of the Group as required to be disclosed under the Corporations Act 2001.
| Name | Position |
|---|---|
| BD Gore | Managing Director and Chief Executive Offi cer |
| AJ Lennon | National Business Development Director |
| D Cooper | Chief Operating Offi cer |
| P Dumas | Head of Funds Management |
| D Scafetta | Group Company Secretary |
| M Pisano | Chief Financial Offi cer (resigned 23 December 2010) |
| M Dolin | Chief Financial Offi cer (appointed 6 July 2011) |
Details of remuneration (continued)
The remuneration of the Directors and other key management personnel, set out on page 40 of this report, is calculated in accordance with statutory obligations and Accounting Standards, and is theoretical due to the complex way equity-based incentive pay is calculated for accounting purposes. To provide more meaningful information to the shareholders, the table below sets out clearly and concisely the cash and other benefi ts actually received during the year ended, or receivable as at, 30 June 2011 by the Directors and other key management personnel of the Group.
| Notes | Cash salaryand fees1$ | Bonus2$ | Other3$ | Superannuation$ | Total$ | ||
|---|---|---|---|---|---|---|---|
| Directors | |||||||
| AW Lennon | 2011 | 165,000 | - | - | 14,850 | 179,850 | |
| 2010 | 165,000 | - | - | 14,850 | 179,850 | ||
| SF Higgs | 2011 | 75,000 | - | - | 6,750 | 81,750 | |
| 2010 | 75,000 | - | - | 6,750 | 81,750 | ||
| GW Sinclair | 2011 | 75,000 | - | - | 6,750 | 81,750 | |
| 2010 | 75,000 | - | - | 6,750 | 81,750 | ||
| BD Gore | 4 | 2011 | 834,801 | 725,000 | 6,181 | 15,199 | 1,581,181 |
| 4 | 2010 | 670,539 | 907,500 | - | 14,461 | 1,592,500 | |
| AJ Lennon | 4 | 2011 | 360,226 | 57,750 | 13,000 | 26,774 | 457,750 |
| 4 | 2010 | 355,211 | 57,750 | 13,000 | 31,789 | 457,750 | |
| WD Hemsley | 5 | 2011 | 56,250 | - | - | 5,063 | 61,313 |
| 2010 | 75,000 | - | - | 6,750 | 81,750 | ||
| Total | 2011 | 1,566,277 | 782,750 | 19,181 | 75,386 | 2,443,594 | |
| 2010 | 1,415,750 | 965,250 | 13,000 | 81,350 | 2,475,350 | ||
| Other key management personnel | |||||||
| D Cooper | 4 | 2011 | 401,687 | 178,000 | 47,440 | 15,199 | 642,326 |
| 4 | 2010 | 377,943 | 196,900 | - | 14,461 | 589,304 | |
| P Dumas | 4 | 2011 | 385,000 | 195,000 | - | 25,000 | 605,000 |
| 4 | 2010 | 302,752 | 165,000 | - | 27,248 | 495,000 | |
| D Scafetta | 4 | 2011 | 224,801 | 60,000 | - | 15,199 | 300,000 |
| 2010 | 185,539 | 60,000 | - | 14,461 | 260,000 | ||
| M Pisano | 6 | 2011 | 193,194 | - | - | 8,184 | 201,378 |
| 4 | 2010 | 285,539 | 77,700 | - | 14,461 | 377,700 | |
| Total | 2011 | 1,204,682 | 433,000 | 47,440 | 63,582 | 1,748,704 | |
| 2010 | 1,151,773 | 499,600 | - | 70,631 | 1,722,004 |
-
Cash salary and fees includes accrued annual leave liability paid out on retirement or resignation.
-
All cash bonuses are earned in the fi nancial year to which they relate and are paid during the following fi nancial year.
-
Other includes motor vehicle costs, car-parking and other benefi ts and are inclusive of related fringe benefi ts tax. 4. Denotes one of the fi ve highest paid executives of the Group, as required to be disclosed under the Corporations Act 2001.
-
Resigned 30 March 2011.
-
Resigned 23 December 2010.
Details of remuneration (continued)
| SHORT-TERM BENEFITS | POSTEMPLOYMENTBENEFITS | LONG-TERM BENEFITS | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Notes | Cash salaryand fees1$ | Bonus2$ | Other3$ | Superannuation$ | Shares /options4,6$ | Longserviceleave$ | Terminationbenefi ts$ | Total$ | ||
| Directors | ||||||||||
| AW Lennon | 2011 | 165,000 | - | - | 14,850 | - | - | - | 179,850 | |
| 2010 | 165,000 | - | - | 14,850 | - | - | - | 179,850 | ||
| SF Higgs | 2011 | 75,000 | - | - | 6,750 | - | - | - | 81,750 | |
| 2010 | 75,000 | - | - | 6,750 | - | - | - | 81,750 | ||
| GW Sinclair | 2011 | 75,000 | - | - | 6,750 | - | - | - | 81,750 | |
| 2010 | 75,000 | - | - | 6,750 | - | - | - | 81,750 | ||
| BD Gore | 5 | 2011 | 834,801 | 725,000 | 6,181 | 15,199 | 388,819 | - | - | 1,970,000 |
| 5 | 2010 | 670,539 | 907,500 | - | 14,461 | 582,644 | - | - | 2,175,144 | |
| AJ Lennon | 5 | 2011 | 360,226 | 57,750 | 13,000 | 26,774 | 36,020 | - | - | 493,770 |
| 5 | 2010 | 355,211 | 57,750 | 13,000 | 31,789 | (7,768) | - | - | 449,982 | |
| WD Hemsley | 7 | 2011 | 56,250 | - | - | 5,063 | - | - | - | 61,313 |
| 2010 | 75,000 | - | - | 6,750 | - | - | - | 81,750 | ||
| Total | 2011 | 1,566,277 | 782,750 | 19,181 | 75,386 | 424,839 | - | - | 2,868,433 | |
| 2010 | 1,415,750 | 965,250 | 13,000 | 81,350 | 574,876 | - | - | 3,050,226 | ||
| Other key management personnel | ||||||||||
| D Cooper | 5 | 2011 | 401,687 | 178,000 | 47,440 | 15,199 | 105,378 | - | - | 747,704 |
| 5 | 2010 | 377,943 | 196,900 | - | 14,461 | (6,491) | - | - | 582,813 | |
| P Dumas | 5 | 2011 | 385,000 | 195,000 | - | 25,000 | 102,160 | - | - | 707,160 |
| 5 | 2010 | 302,752 | 165,000 | - | 27,248 | (5,403) | - | - | 489,597 | |
| D Scafetta | 5 | 2011 | 224,801 | 60,000 | - | 15,199 | 50,180 | - | - | 350,180 |
| 2010 | 185,539 | 60,000 | - | 14,461 | (3,256) | - | - | 256,744 | ||
| M Pisano | 8 | 2011 | 193,194 | - | - | 8,184 | (250) | - | - | 201,128 |
| 5 | 2010 | 285,539 | 77,700 | - | 14,461 | (4,877) | - | - | 372,823 | |
| Total | 2011 | 1,204,682 | 433,000 | 47,440 | 63,582 | 257,468 | - | - | 2,006,172 | |
| 2010 | 1,151,773 | 499,600 | - | 70,631 | (20,027) | - | - | 1,701,977 |
-
Cash salary and fees includes accrued annual leave liability paid out on retirement or resignation.
-
All cash bonuses are earned in the fi nancial year to which they relate and are paid during the following fi nancial year.
-
Other includes motor vehicle costs, car-parking and other benefi ts and are inclusive of related fringe benefi ts tax.
-
Options and performance rights granted include the employee share option plan and performance rights plan as disclosed in note 38 to the fi nancial statements. The value placed on options and performance rights in the table above is based on the valuation at the date of grant using a Black-Scholes model (options) or Binomial Model (performance rights), pro-rated over the period from grant date to vesting date.
-
Denotes one of the fi ve highest paid executives of the Group, as required to be disclosed under the Corporations Act 2001. 6. Remuneration in the form of options and/or performance rights includes negative amounts as a result of changes made to vesting probability assumptions and as a result of options and/or performance rights forfeited during the year.
-
Resigned 30 March 2011.
-
Resigned 23 December 2010.
Details of remuneration (continued)
The relative proportions of remuneration that are linked to performance and those that are fi xed are as follows:
| FIXED | ||||||
|---|---|---|---|---|---|---|
| REMUNERATION | AT RISK-STI | AT RISK-LTI | ||||
| 2011 | 2010 | 2011 | 2010 | 2011 | 20101 | |
| Directors | ||||||
| AW Lennon | 100% | 100% | - | - | - | - |
| SF Higgs | 100% | 100% | - | - | - | - |
| GW Sinclair | 100% | 100% | - | - | - | - |
| BD Gore | 43% | 31% | 37% | 42% | 20% | 27% |
| AJ Lennon | 81% | 89% | 12% | 13% | 7% | (2%) |
| WD Hemsley2 | 100% | 100% | - | - | - | - |
| Other key management personnel | ||||||
| D Cooper | 62% | 67% | 24% | 34% | 14% | (1%) |
| P Dumas | 58% | 67% | 28% | 34% | 14% | (1%) |
| D Scafetta | 69% | 78% | 17% | 23% | 14% | (1%) |
| M Pisano3 | 100% | 80% | - | 21% | - | (1%) |
-
Since the LTI are provided exclusively by way of options and/or performance rights, the percentages disclosed also refl ect the value of remuneration consisting of options and/or performance rights based on the value of options and/or performance rights expensed during the year. Negative amounts indicate expenses reversed during the year as a result of changes made to vesting probability assumptions.
-
Resigned 30 March 2011. 3. Resigned 23 December 2010.
Peet Limited | Annual Report 2011 41
Service agreements
On appointment to the Board, all Non-executive Directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the offi ce of director.
Remuneration and other terms of employment for the Managing Director and Chief Executive Offi cer, Executive Director, Chief Financial Offi cer and other key management personnel are formalised in service agreements. Each of these agreements provide for the provision of performance related cash bonuses and participation, when eligible, in the Peet Limited Employee Share Option Plan and the Peet Limited Performance Rights Plan. The major provisions of the agreements are set out below.
All contracts with executives may be terminated early by either party with 3 to 6 months notice, subject to termination payments as detailed below.
| NAME | TERMS OF AGREEMENT | BASE SALARY INCLUDINGSUPERANNUATION1 | TERMINATION BENEFIT2 |
|---|---|---|---|
| BD Gore | 4 years commenced 6 August 20073 | $850,000 | 6 months base salary inclusiveof superannuation |
| AJ Lennon | On-going commenced 20 July 2010 | $400,000 | 6 months base salary inclusiveof superannuation |
| D Cooper | On-going commenced 4 February 2008 | $420,000 | 3 months base salary inclusiveof superannuation |
| P Dumas | On-going commenced 4 February 2008 | $410,000 | 3 months base salary inclusiveof superannuation |
| D Scafetta | On-going commenced 10 June 1998 | $240,000 | 3 months base salary inclusiveof superannuation |
-
Base salaries quoted are for the year ended 30 June 2011; they are reviewed annually by the remuneration committee.
-
Termination benefi ts are payable on early termination by Peet Limited giving notice in writing. Payment may be made in lieu of notice, other
than for gross misconduct. 3. Since year end, BD Gore's original service agreement which commenced 6 August 2007 came to an end and he renewed his contractual arrangement.
BD Gore, Managing Director and Chief Executive Offi cer
On 5 August 2011 BD Gore renewed his contractual arrangements with the Company. There is no fi xed termination date and the agreement is terminable on six months notice by either party.
Under the agreement the components of his remuneration comprise fi xed annual remuneration, STI and LTI. A summary of the key contractual terms and remuneration-related arrangements were disclosed to the market on 5 August 2011. A copy of the announcement can be obtained from the Company's website.
Share-based compensation
Options over shares in Peet Limited are granted under the Peet Limited Employee Share Option Plan (ESOP), which was approved by the Board and shareholders during the 2004 fi nancial year and the Peet Limited Performance Rights Plan (PRP), which was approved by shareholders at the 2008 AGM. Employees of any Peet Group Company (including Executive Directors) will be eligible to participate in the ESOP and/or PRP at the discretion of the Board.
Invitations to apply for options and/or performance rights
Eligible employees, at the discretion of the Board, may be invited to apply for options and/or performance rights on terms and conditions to be determined by the Board including as to:
- the method of calculation of the exercise price of each option;
- the number of options and/or performance rights being offered and the maximum number of shares over which each option and/or performance right is granted;
- the period or periods during which any of the options and/or performance rights may be exercised;
- the dates and times when the options and/or performance rights lapse;
- the date and time by which the application for options and/or performance rights must be received by Peet; and
- any applicable conditions which must be satisfi ed or circumstances which must exist before the options and/or performance rights may be exercised.
Eligible employees may apply for part of the options and/or performance rights offered to them, but only in specifi ed multiples.
Consideration
Unless the Board determines otherwise, no payment will be required for a grant of options and/or performance rights under the ESOP and/or PRP.
Exercise conditions
Generally, as a pre-condition to exercise, any exercise conditions in respect of an option and/or performance right must be satisfi ed. However, the Board has the discretion to enable an option and/or performance right holder to exercise options and/or performance rights where the exercise conditions have not been met, including, for example, where a court orders a meeting to be held in relation to a proposed compromise or arrangement in respect of the Company, or a resolution is passed or an order is made for winding up the Company.
Options granted under the ESOP and performance rights granted under the PRP carry no dividend or voting rights.
Lapse of options and/or performance rights
Unexercised options and/or performance rights will lapse upon the earlier to occur of a variety of events specifi ed in the rules of the ESOP and PRP, including, on the date or in circumstances specifi ed by the Board in the invitation, failure to meet the options' or performance rights' exercise conditions in the prescribed period or on a specifi ed anniversary date of grant of the options or performance rights, as determined by the Board.
Share options and performance rights granted to Executive Directors 6 August 2007
On 6 August 2007, 1,200,000 options were granted to BD Gore under the Company's ESOP and approved by the shareholders at the 2007 AGM. The options are convertible to ordinary shares on a 1:1 basis at an exercise price of $4.10 per share after the fourth anniversary of the grant date.
The exercise condition in respect of options granted to BD Gore on 6 August 2007 is that he remains employed as Managing Director for a period of four years. While the service period requirement has been met, the options have not been exercised.
Share-based compensation (continued)
Share options and performance rights granted to Executive Directors (continued)
18 December 2008
On 18 December 2008, and following shareholder approval, 1,300,000 options and 120,000 performance rights were granted to BD Gore and 400,000 options and 35,000 performance rights were granted to AJ Lennon under the Company's ESOP and PRP, respectively.
The terms and conditions of the options and performance rights can be summarised as follows:
| SECURITY | VESTING TERM | EXPIRY TERM | EXERCISE PRICE | VESTING CONDITIONS |
|---|---|---|---|---|
| Option | 4 years | 6 years | $2.50 | EPS growth (refer below) |
| Performance right | 4 years | 6 years | $0.00 | EPS growth (refer below) |
The options and performance rights are convertible to ordinary shares on a 1:1 basis. The vesting condition is based on earnings per share (EPS), with a target level expressed as an average per annum growth over the four-year vesting period, with the base year being 30 June 2008. The EPS hurdle operates as follows:
| PERFORMANCE LEVEL | AVERAGE FOUR-YEAR EPS GROWTH | PROPORTION OF OPTIONS AND PERFORMANCERIGHTS THAT MAY BE ELIGIBLE TO VEST |
|---|---|---|
| Less than the threshold | Peet's average 4-year EPS growth is lessthan 5% per annum | 0% |
| Threshold | Peet's average 4-year EPS growth is5% per annum | 50% |
| Threshold - maximum | Peet's average 4-year EPS growth isbetween 5% to 8% per annum | Pro-rata between 50% and 100% |
| Maximum | Peet's average 4-year EPS growth is above8% per annum | 100% |
11 February 2010
On 11 February 2010, and following shareholder approval, 869,121 performance rights were granted to BD Gore under the Company's PRP.
The terms and conditions of the performance rights can be summarised as follows:
| SECURITY | VESTING TERM | EXPIRY TERM | EXERCISE PRICE | VESTING CONDITIONS |
|---|---|---|---|---|
| Performance right | 3 years | 5 years | $0.00 | NOPAT growth (refer below) |
| FUM growth (refer below) |
The performance rights are convertible to ordinary shares on a 1:1 basis. The vesting conditions are based on Net Operating Profi t after Tax (Net Profi t after Tax before write-down in the carrying value of inventories) (NOPAT) growth and Funds under Management (FUM) growth. The vesting of 50% of the performance rights granted will be subject to the NOPAT growth condition, while the remaining 50% of the performance rights will be subject to the FUM growth condition.
NOPAT growth will be measured as the average increase in NOPAT over the three-year vesting period, with the base year being 30 June 2009. The NOPAT hurdle operates as follows:
| PERFORMANCE LEVEL | THREE-YEAR NOPAT GROWTH TARGET | PROPORTION OF PERFORMANCE RIGHTSTHAT MAY BE ELIGIBLE TO VEST |
|---|---|---|
| Less than the target | Peet's average 3-year NOPAT growth is lessthan 8% per annum | 0% |
| Target | Peet's average 3-year NOPAT growth is8% per annum | 25% |
| Target - maximum | Peet's average 3-year NOPAT growth isbetween 8% to 12% per annum | Pro-rata between 25% and 100% |
| Maximum | Peet's average 3-year NOPAT growth isabove 12% per annum | 100% |
Share-based compensation (continued)
Share options and performance rights granted to Executive Directors (continued)
11 February 2010 (continued)
FUM growth will be measured as the cumulative value of properties:
- acquired by Peet on balance sheet and subsequently sold into a Peet syndicate; or
- funded by way of a Peet syndicate; or
- for which Peet has been appointed development manager during the performance period.
The aggregate of the FUM growth during the performance period is then compared to the FUM growth target set by the Board.
Of the half of the performance rights to be issued subject to FUM growth, the proportion to vest will be as follows:
| PERFORMANCE LEVEL | AGGREGATE FUM GROWTH TARGETDURING PERFORMANCE PERIOD | PROPORTION OF PERFORMANCE RIGHTS THATMAY BE ELIGIBLE TO VEST |
|---|---|---|
| Less than the target | Less than $60 million | 0% |
| Target | $60 million | 50% |
| Target - maximum | $60 million to $100 million | Pro-rata between 50% and 100% |
| Maximum | Greater than $100 million | 100% |
24 December 2010
On 24 December 2010, and following shareholder approval, 826,045 performance rights were granted to BD Gore and 112,245 performance rights were granted to AJ Lennon under the Company's PRP.
The terms and conditions of the performance rights can be summarised as follows:
| SECURITY | VESTING TERM | EXPIRY TERM | EXERCISE PRICE | VESTING CONDITIONS |
|---|---|---|---|---|
| Performance right | 3 years | 5 years | $0.00 | Relative ROE (refer below) |
| FUM growth (refer below) |
The performance rights are convertible to ordinary shares on a 1:1 basis. The vesting conditions are based on relative Return on Equity (ROE) and FUM growth. The vesting of 50% of the performance rights granted will be subject to the relative ROE condition, while the remaining 50% of the performance rights will be subject to the FUM growth condition.
Relative ROE will be measured as the average net profi t after tax (NPAT) over the three-year vesting period compared to the S&P/ASX 200 Industrials, with the base year being 30 June 2010. The ROE hurdle operates as follows:
| ROE RESULT | PERFORMANCE RIGHTS VESTING |
|---|---|
| Below 50th percentile | 0% vesting |
| Equal to 50th percentile | 50% vesting |
| Between 50th and 70th percentile | Pro-rata between 50% and 100% |
| Greater than 70th percentile | 100% vesting |
The Board has the discretion to amend the calculation of ROE to take account of capital raisings, approved by the Board for the long-term benefi t of the Company, but which have short-term implications on the calculation of ROE. While shareholder approval was obtained on the basis of ROE calculated using NPAT, Directors will propose a resolution at the 2011 AGM to amend the calculation of ROE on the basis of NOPAT.
FUM growth will be measured as the cumulative value of properties:
- acquired by Peet on balance sheet and subsequently sold into a Peet syndicate; or
- funded by way of a Peet syndicate; or
- for which Peet has been appointed a joint venture partner; or
- for which Peet has been appointed development manager during the performance period.
Share-based compensation (continued)
Share options and performance rights granted to Executive Directors (continued)
24 December 2010 (continued)
The aggregate of the FUM growth during the performance period is then compared to the FUM growth target set by the Board.
Of the half of the performance rights to be issued subject to FUM growth, the proportion to vest will be as follows:
| PERFORMANCE LEVEL | AGGREGATE FUM GROWTH TARGETDURING PERFORMANCE PERIOD | PROPORTION OF PERFORMANCE RIGHTS THAT MAYBE ELIGIBLE TO VEST |
|---|---|---|
| Less than the target | Less than $60 million | 0% |
| Target | $60 million | 50% |
| Target - maximum | $60 million to $100 million | Pro-rata between 50% and 100% |
| Maximum | Greater than $100 million | 100% |
In addition to the 112,245 performance rights granted to AJ Lennon on 24 December 2010, 118,098 performance rights were also granted to AJ Lennon in respect of FY10. These performance rights were approved by the Company's shareholders at the 2010 AGM and have the same vesting conditions as those granted on 11 February 2010.
Share options and performance rights granted to employees
The ESOP and PRP are designed to provide long-term incentives for executives to deliver long-term shareholder returns. Under the plans, participants are granted options and/or performance rights which only vest if the employees are still employed by the Group at the end of the vesting period and any performance hurdles set have been met. Participation in the plans is at the Board's discretion and no individual has a contractual right to participate in the plans or to receive any guaranteed benefi ts.
During the fi nancial year, there were 600,583 performance rights granted to other key management personnel under the Company's PRP other than those granted to BD Gore and to AJ Lennon. These performance rights have the same vesting conditions as those FY11 performance rights granted to BD Gore and AJ Lennon on 24 December 2010.
Shares under option and performance rights
Unissued ordinary shares of the Company under option and performance rights amounted to 7,533,740 at the date of this report. The details of the options and performance rights are as follows:
| NO. OF OPTIONS& PERFORMANCERIGHTS | EXERCISE PRICE | VALUE PER OPTION& PERFORMANCERIGHT ATGRANT DATE | GRANT DATE | VESTING &/OREXERCISE DATE | EXPIRY DATE |
|---|---|---|---|---|---|
| Options | |||||
| 1,200,000 | $4.10 | $1.12 | 30 Nov 2007 | 30 Nov 2011 | N/A |
| 2,630,000 | $2.50 | $0.07 | 18 Dec 2008 | 18 Dec 2012 | 18 Dec 2014 |
| 3,830,000 | |||||
| Performance rights | |||||
| 240,000 | $0.00 | $1.08 | 18 Dec 2008 | 18 Dec 2012 | 18 Dec 2014 |
| 869,121 | $0.00 | $2.08 | 11 Feb 2010 | 11 Feb 2013 | 11 Feb 2015 |
| 697,852 | $0.00 | $1.86 | 28 Jun 2010 | 28 Jun 2013 | 28 Jun 2015 |
| 1,056,388 | $0.00 | $1.581 | 24 Dec 2010 | 24 Dec 2013 | 24 Dec 2015 |
| 840,379 | $0.00 | $1.75 | 24 Dec 2010 | 24 Dec 2013 | 24 Dec 2015 |
| 3,703,740 | |||||
| 7,533,740 |
- Under AASB 2 Share-based payment the issue of a share-based payment award to a Director requires shareholder approval and the value at grant date is taken as the date at which that approval is granted. Accordingly the value of these performance rights is based on 16 November 2010, being the date of Peet Limited's 2010 AGM.
Share-based compensation (continued)
Option and performance rights holdings
The number of options and performance rights over unissued ordinary shares in the Company held during the fi nancial year by each Director and each of the other key management personnel of the Consolidated Entity, including their personally-related entities, are set out below. When exercisable, each option and performance right is convertible into one ordinary share of Peet Limited. Further information on the options and performance rights is set out in note 38 to the fi nancial statements.
| BALANCE ATTHE START OFTHE YEAR | GRANTEDDURING THEYEAR | EXERCISEDDURING THEYEAR | LAPSEDDURING THEYEAR | BALANCE ATEND OF THEYEAR | VESTED ANDEXERCISABLEAT THE ENDOF THE YEAR | ||
|---|---|---|---|---|---|---|---|
| Directors | |||||||
| AW Lennon | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| SF Higgs | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| GW Sinclair | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| BD Gore | 2011 | 3,659,121 | 826,045 | - | (170,000) | 4,315,166 | - |
| 2010 | 2,790,000 | 869,121 | - | - | 3,659,121 | 170,000 | |
| AJ Lennon | 2011 | 435,000 | 230,343 | - | - | 665,343 | - |
| 2010 | 435,000 | - | - | - | 435,000 | - | |
| WD Hemsley1 | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| Other key management personnel | |||||||
| D Cooper | 2011 | 692,669 | 244,898 | - | - | 937,567 | - |
| 2010 | 435,000 | 257,669 | - | - | 692,669 | - | |
| P Dumas | 2011 | 608,466 | 239,067 | - | - | 847,533 | - |
| 2010 | 360,000 | 248,466 | - | - | 608,466 | - | |
| D Scafetta | 2011 | 342,699 | 116,618 | - | - | 459,317 | - |
| 2010 | 220,000 | 122,699 | - | - | 342,699 | - | |
| M Pisano2 | 2011 | 447,699 | - | - | (447,699) | - | - |
| 2010 | 325,000 | 122,699 | - | - | 447,699 | - |
-
Resigned 30 March 2011.
-
Resigned 23 December 2010.
During the fi nancial year, nil options (2010: nil) were exercised by Directors or other key management personnel.
Additional information
Performance of Peet Limited
The overall level of executive compensation takes into account the performance of the Group over the past year. Comparison to the previous fi ve years performance is tabulated below:
| YEAR | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | |
|---|---|---|---|---|---|---|---|
| Net profi t after tax (NPAT) | $'000 | 36,834 | 45,518 | 47,912 | 12,019 | 42,111 | 22,147 |
| NPAT Growth | Growth% | N/A | 23.6% | 5.3% | (74.9%) | 250.4% | (47.4%) |
| Net operating profi t after tax (NOPAT) | $'000 | 36,972 | 45,732 | 49,267 | 31,177 | 42,803 | 44,023 |
| NOPAT Growth | Growth% | N/A | 23.7% | 7.7% | (36.7%) | 37.3% | 2.8% |
| Basic EPS | cents per share | 18.4 | 21.4 | 21.6 | 5.1 | 14.1 | 7.3 |
| Basic EPS Growth | Growth% | N/A | 16.3% | 0.9% | (76.4%) | 176.5% | (48.2%) |
| Operating EPS | cents per share | 18.5 | 21.5 | 22.2 | 13.2 | 14.3 | 14.6 |
| Operating EPS Growth | Growth% | N/A | 16.2% | 3.3% | (40.5%) | 8.3% | 2.1% |
| Dividends paid | cents per share | 17.0 | 19.5 | 19.75 | 7.0 | 8.5 | 8.5 |
| Dividend paid Growth | Growth% | N/A | 14.7% | 1.3% | (64.6%) | 21.4% | 0.0% |
Additional information (continued)
Details of remuneration: cash bonuses, options and performance rights
For each cash bonus, grant of options and/or performance rights included in the tables within the remuneration report, the percentage of the available bonus or grant that was paid, or that vested in the fi nancial year, and the percentage that was forfeited because the person did not meet the service and performance criteria, is set out below. Generally no part of the bonuses forfeited is payable in future years. Subject to the rules of the ESOP and PRP, no options or performance rights will vest if the conditions are not satisfi ed, hence the minimum value of the option and performance rights yet to vest is nil. The maximum value of the options and performance rights yet to vest has been determined as the amount of the grant date fair value of the options and performance rights that is yet to be expensed.
| CASH BONUS | OPTIONS & PERFORMANCE RIGHTS | ||||||
|---|---|---|---|---|---|---|---|
| PAID/PAYABLE% | FORFEITED/DEFERRED% | FINANCIALYEARGRANTED | VESTED% | FORFEITED% | FINANCIALYEARS INWHICHOPTIONSMAY VEST | MAXIMUMTOTAL VALUEOF GRANTYET TO VEST$ | |
| Directors | |||||||
| AW Lennon | - | - | - | - | - | - | - |
| SF Higgs | - | - | - | - | - | - | - |
| GW Sinclair | - | - | - | - | - | - | - |
| BD Gore | 85% | 15% | 2011 | - | - | 2014 | 1,142,077 |
| 2010 | - | - | 2013 | 1,440,251 | |||
| 2009 | - | - | 2013 | 233,708 | |||
| 2008 | - | - | 2012 | 35,213 | |||
| 2006 | - | 100% | - | - | |||
| AJ Lennon | 50% | 50% | 2011 | - | - | 2014 | 327,761 |
| 2009 | - | - | 2013 | - | |||
| WD Hemsley1 | - | - | - | - | - | - | - |
| Other key management personnel | |||||||
| D Cooper | 85% | 15% | 2011 | - | - | 2014 | 381,554 |
| 2010 | - | - | 2013 | 418,407 | |||
| 2009 | - | - | 2013 | 65,065 | |||
| P Dumas | 95% | 5% | 2011 | - | - | 2014 | 372,469 |
| 2010 | - | - | 2013 | 403,463 | |||
| 2009 | - | - | 2013 | 54,895 | |||
| D Scafetta | 100% | - | 2011 | - | - | 2014 | 181,692 |
| 2010 | - | - | 2013 | 199,241 | |||
| 2009 | - | - | 2013 | 35,237 | |||
| M Pisano2 | - | - | 2010 | - | 100% | 2013 | - |
| 2009 | - | 100% | 2013 | - |
-
Resigned 30 March 2011.
-
Resigned 23 December 2010.
Additional information (continued)
Details of remuneration: cash bonuses, options and performance rights (continued)
Further details relating to options and/or performance rights, either granted, exercised or lapsed during the year, are set out below. The amounts below are calculated in accordance with accounting standards and do not represent what was actually received by way of cash or shares in the Company. Neither the Executive Directors nor the other key management personnel exercised any options or performance rights over shares in the Company or received any shares in the Company during the year.
| REMUNERATIONCONSISTING OF OPTIONS& PERFORMANCE RIGHTS1 | VALUE ATGRANT DATE2$ | VALUE ATEXERCISE DATE3$ | VALUE ATLAPSE DATE4$ | |
|---|---|---|---|---|
| Executive Directors | ||||
| BD Gore | 20% | 1,305,151 | - | 72,283 |
| AJ Lennon | 7% | 363,942 | - | - |
| Other key management personnel | ||||
| D Cooper | 14% | 428,572 | - | - |
| P Dumas | 14% | 418,367 | - | - |
| D Scafetta | 14% | 204,082 | - | - |
| M Pisano5 | - | - | - | 275,618 |
-
The percentage of the value of remuneration consisting of options and performance rights, based on the value of options and performance rights expensed during the current year.
-
The value at grant date calculated in accordance with AASB 2 Share-based payment of options and/or performance rights granted during the year as part of remuneration.
-
The value at exercise date of options and/or performance rights that were granted as part of remuneration and were exercised during the year, being the intrinsic value of the options and/or performance rights at that date.
-
The value at lapse date of options and/or performance rights that were granted as part of remuneration and that lapsed during the year.
-
Resigned 23 December 2010.
Loans to Directors and other key management personnel
There were no loans made to any Directors or any of the other key management personnel of the Group, or their personally-related entities, during the fi nancial year.
15 Insurance of Offi cers and Auditors
During the fi nancial year, the Company paid a premium in respect of Directors' and Offi cers' liability that indemnifi es Directors and Offi cers of the Company. The liabilities insured are costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the Directors and Offi cers in their capacity as such. The Directors have not included more specifi c details of the nature of the liabilities covered or the amount of the premium paid in respect of Directors' and Offi cers' liability, as such disclosure is prohibited under the terms of the contract.
The Company has not during, or since the beginning of the fi nancial year, in respect of any person who is or has been an auditor of the Company, paid, or agreed to pay, a premium in respect of a contract, that insures against any liability, including liability for costs or expenses to defend legal proceedings.
16 Non-Audit Services
The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor's expertise and experience with the Company and/or the Consolidated Entity are considered important.
Details of the amounts paid or payable to the auditor (PricewaterhouseCoopers) for audit and non-audit services provided during the year are set out below and in note 27 to the fi nancial statements.
The Board of Directors has considered the position and, in accordance with the advice received from the Audit and Risk Management Committee, is satisfi ed that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfi ed that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
- all non-audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not impact the impartiality and objectivity of the auditor; and
- none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants.
During the year the following fees were paid or payable for services provided by the auditor of the Consolidated Entity, its related practices and non-related audit fi rms:
| CONSOLIDATED | ||
|---|---|---|
| 2011 | 2010 | |
| $ | $ | |
| Audit services | ||
| Audit and review of fi nancial reports and other audit work under the Corporations Act 2001 | ||
| PricewaterhouseCoopers Australian fi rm | 234,210 | 218,730 |
| Non-PricewaterhouseCoopers audit fi rms | 14,111 | - |
| Total remuneration for audit services | 248,321 | 218,730 |
| Other assurance services | ||
| PricewaterhouseCoopers Australian fi rm | 112,073 | 79,038 |
| Non-PricewaterhouseCoopers audit fi rms | 56,240 | 37,116 |
| Total remuneration for other assurance services | 168,313 | 116,154 |
| Total remuneration for audit and other assurance services | 416,634 | 334,884 |
| Taxation services | ||
| Tax compliance services, including review of Company income tax returns | ||
| PricewaterhouseCoopers Australian fi rm | 72,000 | 70,549 |
| Non-PricewaterhouseCoopers tax fi rms | 3,050 | 18,193 |
| Total remuneration for other taxation services | 75,050 | 88,742 |
17 Auditor
PricewaterhouseCoopers continues in offi ce in accordance with section 327 of the Corporations Act 2001.
18 Auditor's Independence Declaration
A copy of the auditor's independence declaration, as required under section 307C of the Corporation Act 2001, is set out on page 52.
19 Rounding of Amounts
The Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities and Investments Commission, relating to the ''rounding off'' of amounts in the fi nancial statements. Amounts in the fi nancial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.
Signed for and on behalf of the Board in accordance with a resolution of the Board of Directors.
Brendan Gore Managing Director and Chief Executive Offi cer Perth, Western Australia
30 September 2011

Financial Report
Contents
| Income statements | 54 |
|---|---|
| Statements of comprehensive income | 55 |
| Statements of fi nancial position | 56 |
| Statements of changes in equity | 57 |
| Statements of cash fl ows | 59 |
| Notes to fi nancial statements | 60 |
| Directors' declaration | 124 |
| Independent auditor's report to the members | 125 |
| Shareholders information | 127 |
| Corporate directory | 129 |
This fi nancial report covers both the separate fi nancial statements of Peet Limited as an individual entity and the consolidated fi nancial statements for the Consolidated Entity consisting of Peet Limited and its subsidiaries. The fi nancial report is presented in Australian currency.
Peet Limited is a Company limited by shares, incorporated and domiciled in Australia. Its registered offi ce and principal place of business is: Level 7, 200 St Georges Terrace Perth WA 6000.
The fi nancial report was authorised for issue by the Directors on 30 September 2011. The Directors have the power to amend and reissue the fi nancial report. Through the use of the internet, we have ensured that our corporate reporting is timely and complete. All press releases, fi nancial reports and other information are accessible via our website: www.peet.com.au
A description of the nature of the Consolidated Entity's operations and its principal activities is included in the Operational Review on pages 14 to 20, which is not part of the fi nancial report.
Income Statements
| NOTES | 2011$'000 | CONSOLIDATED2010$'000 | 2011$'000 | PARENT ENTITY2010$'000 | |
|---|---|---|---|---|---|
| Revenue | 5 | 188,725 | 178,022 | 41,816 | 92,200 |
| Other income | 7(a) | - | - | 4,974 | 5,096 |
| Cost of inventories | 6 | (74,737) | (73,519) | (41) | (342) |
| Employee benefi ts expense | (18,384) | (16,604) | (17,454) | (16,074) | |
| Depreciation and amortisation | 6 | (1,625) | (1,466) | (792) | (671) |
| Project management, selling and otheroperating costs | (11,795) | (10,095) | (3,559) | (3,349) | |
| Offi ce costs | (4,346) | (3,793) | (3,570) | (3,115) | |
| Other expenses | (6,781) | (5,868) | (5,299) | (4,801) | |
| Write-down in carrying value of inventories anddevelopment costs | 6 | (31,251) | (989) | (468) | (989) |
| Finance costs | 6 | (5,282) | (4,347) | (195) | 896 |
| Share of net loss of associates accounted forusing the equity method | 34(b) | (1,773) | (7) | - | - |
| Profi t before income tax | 32,751 | 61,334 | 15,412 | 68,851 | |
| Income tax expense | 7 | (10,545) | (19,223) | (2,833) | (3,253) |
| Profi t for the year | 22,206 | 42,111 | 12,579 | 65,598 | |
| Attributable to : | |||||
| Owners of Peet Limited | 22,147 | 42,111 | 12,579 | 65,598 | |
| Non-controlling interests | 59 | - | - | - | |
| 22,206 | 42,111 | 12,579 | 65,598 | ||
| Earnings per share for profi t attributable to the ordinary equity holders of the Parent Entity: | |||||
| Basic earnings per share (cents) | 37(a) | 7.3 | 14.1 |
The above income statements should be read in conjunction with the accompanying notes.
Diluted earnings per share (cents) 37(a) 6.8 13.9
Statements of Comprehensive Income
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Profi t for the year | 22,206 | 42,111 | 12,579 | 65,598 | |
| Other comprehensive income | |||||
| Changes in the fair value of cash fl ow hedges | 1,083 | (1,565) | 233 | (1,565) | |
| Share of other comprehensive income ofassociates | 25 | (58) | - | - | - |
| Income tax relating to components of othercomprehensive income | (307) | 470 | (70) | 470 | |
| Other comprehensive income for the year,net of tax | 718 | (1,095) | 163 | (1,095) | |
| Total comprehensive income for the year | 22,924 | 41,016 | 12,742 | 64,503 | |
| Total comprehensive income for the yearis attributable to: | |||||
| Owners of Peet Limited | 22,927 | 41,016 | 12,742 | 64,503 | |
| Non-controlling interests | (3) | - | - | - | |
| 22,924 | 41,016 | 12,742 | 64,503 |
The above statements of comprehensive income should be read in conjunction with the accompanying notes.
Statements of Financial Position
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Current assets | |||||
| Cash and cash equivalents | 8 | 57,201 | 41,074 | 16,961 | 21,017 |
| Receivables | 9 | 67,752 | 51,220 | 53,046 | 44,531 |
| Inventories | 10 | 120,444 | 64,833 | - | 2 |
| Derivative fi nancial instruments | 11 | 263 | - | - | - |
| Assets classifi ed as held for sale | 12 | 69,509 | - | - | - |
| Total current assets | 315,169 | 157,127 | 70,007 | 65,550 | |
| Non-current assets | |||||
| Receivables | 9 | 14,578 | 13,077 | 7,089 | 7,281 |
| Inventories | 10 | 300,979 | 353,559 | 9,828 | 6,931 |
| Investments accounted for using the equity | |||||
| method | 13 | 36,124 | 32,640 | - | - |
| Available for sale fi nancial assets | 14 | 462 | 257 | 462 | 257 |
| Derivative fi nancial instruments | 11 | 851 | 1,208 | - | 1,208 |
| Investments in subsidiaries and associatesProperty, plant and equipment | 1617 | -10,575 | -8,012 | 224,6773,525 | 164,2483,259 |
| Intangible assets | 18 | 876 | - | 876 | - |
| Total non-current assets | 364,445 | 408,753 | 246,457 | 183,184 | |
| Total assets | 679,614 | 565,880 | 316,464 | 248,734 | |
| Current liabilities | |||||
| Payables | 19 | 30,371 | 25,048 | 6,528 | 5,545 |
| Land vendor liabilities | 20 | 20,573 | 42,240 | - | - |
| Borrowings | 21 | 1,080 | 1,043 | 1,080 | 1,043 |
| Current tax liabilities | 3,171 | 1,110 | 3,171 | 1,110 | |
| Provisions | 22 | 1,969 | 2,640 | 330 | 349 |
| Liabilities directly associated with assetsclassifi ed as held for sale | 12 | 29,439 | - | - | - |
| Total current liabilities | 86,603 | 72,081 | 11,109 | 8,047 | |
| Non-current liabilities | |||||
| Payables | 19 | - | - | 2 | 2 |
| Land vendor liabilities | 20 | 25,793 | 18,024 | - | - |
| Borrowings | 21 | 273,096 | 218,790 | 54,456 | 6,307 |
| Deferred tax liabilities | 23 | 22,132 | 23,983 | 6,542 | 5,125 |
| Provisions | 22 | 153 | 90 | 149 | 83 |
| Total non-current liabilities | 321,174 | 260,887 | 61,149 | 11,517 | |
| Total liabilities | 407,777 | 332,968 | 72,258 | 19,564 | |
| Net assets | 271,837 | 232,912 | 244,206 | 229,170 | |
| Equity | |||||
| Contributed equity | 24 | 201,291 | 176,025 | 201,291 | 176,025 |
| Reserves | 25 | 5,020 | 1,367 | 4,207 | 1,367 |
| Retained profi ts | 25 | 52,018 | 55,520 | 38,708 | 51,778 |
| Capital and reserves attributable to owners of | |||||
| Peet Limited | 258,329 | 232,912 | 244,206 | 229,170 | |
| Non-controlling interests | 13,508 | - | - | - | |
| Total equity | 271,837 | 232,912 | 244,206 | 229,170 |
The above statements of fi nancial position should be read in conjunction with the accompanying notes.
Statements of Changes in Equity
| CONSOLIDATED | |||||||
|---|---|---|---|---|---|---|---|
| NOTES | CONTRIBUTEDEQUITY$'000 | RESERVES$'000 | RETAINEDPROFITS$'000 | TOTAL$'000 | NONCONTROLLINGINTERESTS$'000 | TOTAL$'000 | |
| Balance at 1 July 2009 | 163,354 | 2,160 | 37,149 | 202,663 | - | 202,663 | |
| Profi t for the year | - | - | 42,111 | 42,111 | - | 42,111 | |
| Other comprehensive income | - | (1,095) | - | (1,095) | - | (1,095) | |
| Total comprehensive incomefor the year | - | (1,095) | 42,111 | 41,016 | - | 41,016 | |
| Transactions with owners in their capacity as owners: | |||||||
| Contributions of equity, net oftransaction costs and tax | 12,117 | - | - | 12,117 | - | 12,117 | |
| Dividends provided for or paid | 26(a) | - | - | (23,740) | (23,740) | - | (23,740) |
| Exercise of employee shareoptions | 24(a) | 48 | - | - | 48 | - | 48 |
| Transfer of exercised options | 24(a), 25 | 506 | (506) | - | - | - | - |
| Employee share benefi texpense | 25 | - | 808 | - | 808 | - | 808 |
| 12,671 | 302 | (23,740) | (10,767) | - | (10,767) | ||
| Balance at 30 June 2010 | 176,025 | 1,367 | 55,520 | 232,912 | - | 232,912 |
| CONSOLIDATED | |||||||
|---|---|---|---|---|---|---|---|
| CONTRIBUTED | RETAINED | NONCONTROLLING | |||||
| NOTES | EQUITY$'000 | RESERVES$'000 | PROFITS$'000 | TOTAL$'000 | INTERESTS$'000 | TOTAL$'000 | |
| Balance at 1 July 2010 | 176,025 | 1,367 | 55,520 | 232,912 | - | 232,912 | |
| Profi t for the year | - | - | 22,147 | 22,147 | 59 | 22,206 | |
| Other comprehensive income | - | 780 | - | 780 | (62) | 718 | |
| Total comprehensive incomefor the year | - | 780 | 22,147 | 22,927 | (3) | 22,924 | |
| Transactions with owners in their capacity as owners: | |||||||
| Contributions of equity, net oftransaction costs and tax | 25,266 | - | - | 25,266 | - | 25,266 | |
| Value of conversion rightson convertible notes, net oftransaction costs and tax | 25 | - | 1,934 | - | 1,934 | - | 1,934 |
| Non-controlling interests onpart disposal of subsidiary | 12(c) | - | 349 | - | 349 | 13,511 | 13,860 |
| Transactions with noncontrolling parties | - | (153) | - | (153) | - | (153) | |
| Dividends provided for or paid | 26(a) | - | - | (25,649) | (25,649) | - | (25,649) |
| Employee share benefi texpense | 25 | - | 743 | - | 743 | - | 743 |
| 25,266 | 2,873 | (25,649) | 2,490 | 13,511 | 16,001 | ||
| Balance at 30 June 2011 | 201,291 | 5,020 | 52,018 | 258,329 | 13,508 | 271,837 |
The above statements of changes in equity should be read in conjunction with the accompanying notes.
Statements of Changes in Equity
| PARENT | |||||||
|---|---|---|---|---|---|---|---|
| NOTES | CONTRIBUTEDEQUITY$'000 | RESERVES$'000 | RETAINEDPROFITS$'000 | TOTAL$'000 | NONCONTROLLINGINTERESTS$'000 | TOTAL$'000 | |
| Balance at 1 July 2009 | 163,354 | 2,160 | 9,920 | 175,434 | - | 175,434 | |
| Profi t for the year | - | - | 65,598 | 65,598 | - | 65,598 | |
| Other comprehensive income | - | (1,095) | - | (1,095) | - | (1,095) | |
| Total comprehensive incomefor the year | - | (1,095) | 65,598 | 64,503 | - | 64,503 | |
| Transactions with owners in their capacity as owners: | |||||||
| Contributions of equity, net oftransaction costs and tax | 12,117 | - | - | 12,117 | - | 12,117 | |
| Dividends provided for or paid | 26(a) | - | - | (23,740) | (23,740) | - | (23,740) |
| Exercise of employee shareoptions | 24(a) | 48 | - | - | 48 | - | 48 |
| Transfer of exercised options | 24(a), 25 | 506 | (506) | - | - | - | - |
| Employee share benefi t | |||||||
| expense | 25 | - | 808 | - | 808 | - | 808 |
| 12,671 | 302 | (23,740) | (10,767) | - | (10,767) | ||
| Balance at 30 June 2010 | 176,025 | 1,367 | 51,778 | 229,170 | - | 229,170 |
| PARENT | |||||||
|---|---|---|---|---|---|---|---|
| NON | |||||||
| NOTES | CONTRIBUTEDEQUITY | RESERVES | RETAINEDPROFITS | TOTAL | CONTROLLINGINTERESTS | TOTAL | |
| $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||
| Balance at 1 July 2010 | 176,025 | 1,367 | 51,778 | 229,170 | - | 229,170 | |
| Profi t for the year | - | - | 12,579 | 12,579 | - | 12,579 | |
| Other comprehensive income | - | 163 | - | 163 | - | 163 | |
| Total comprehensive income | |||||||
| for the year | - | 163 | 12,579 | 12,742 | - | 12,742 | |
| Transactions with owners in their capacity as owners: | |||||||
| Contributions of equity, net oftransaction costs and tax | 25,266 | - | - | 25,266 | - | 25,266 | |
| Value of conversion rightson convertible notes, net of | |||||||
| transaction costs and tax | 25 | - | 1,934 | - | 1,934 | - | 1,934 |
| Dividends provided for or paid | 26(a) | - | - | (25,649) | (25,649) | - | (25,649) |
| Employee share benefi t | |||||||
| expense | 25 | - | 743 | - | 743 | - | 743 |
| 25,266 | 2,677 | (25,649) | 2,294 | - | 2,294 | ||
| Balance at 30 June 2011 | 201,291 | 4,207 | 38,708 | 244,206 | - | 244,206 |
The above statements of changes in equity should be read in conjunction with the accompanying notes.
Statements of Cash Flows
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Cash fl ows from operating activities | |||||
| Receipts from customers (inclusive of goods andservices tax) | 197,139 | 178,247 | 38,159 | 43,532 | |
| Payments to suppliers and employees (inclusive of | |||||
| goods and services tax) | (126,910)(98,588) | (86,152) | (35,356)- | (30,113) | |
| Payments for purchase of landInterest and other fi nance costs paid | (22,317) | (32,230)(22,324) | (907) | -(2,664) | |
| Reimbursements of interest and other fi nancecosts from subsidiaries | - | - | 1,929 | 5,438 | |
| Income tax paid | (11,503) | (4,962) | (11,503) | (4,962) | |
| Reimbursements received from tax consolidatedentities | - | - | 15,002 | 16,837 | |
| Net cash (outfl ow)/infl ow from operating | |||||
| activities | 33(b) | (62,179) | 32,579 | 7,324 | 28,068 |
| Cash fl ows from investing activities | |||||
| Payments for property, plant and equipment | (4,184) | (2,015) | (1,053) | (903) | |
| Proceeds from sale of property, plant and | |||||
| equipment | - | 12 | - | - | |
| Payments for intangibles | (881) | - | (881) | - | |
| Payments for investments in associates and jointlycontrolled entities | (5,336) | (16) | (30) | (16) | |
| Payments for investments in available for sale | |||||
| fi nancial assetsLoans to related entities | (205)(31,927) | -(17,271) | (205)(128,315) | -(191,373) | |
| Repayments of loans by related entities | 21,712 | 56 | 74,600 | 79,458 | |
| Dividends received | 235 | 167 | 235 | 50,697 | |
| Interest received | 4,469 | 3,656 | 2,104 | 1,983 | |
| Net cash outfl ow from investing activities | (16,117) | (15,411) | (53,545) | (60,154) | |
| Cash fl ows from fi nancing activities | |||||
| Dividends paid to the Company's shareholders | (19,911) | (16,467) | (19,911) | (16,467) | |
| Proceeds from exercise of employee share options | - | 48 | - | 48 | |
| Repayments of borrowings | (38,068) | (168,491) | (1,043) | (26,151) | |
| Proceeds from borrowings | 76,346 | 80,719 | - | - | |
| Proceeds from capital returns | 38 | 42 | 38 | 42 | |
| Proceeds from issue of equity securities | 15,808 | 5,000 | 15,808 | 5,000 | |
| Transaction costs of share issue | (892) | (61) | (674) | (61) | |
| Proceeds from issue of convertible notes (net ofdebt raising costs) | 47,947 | - | 47,947 | - | |
| Transactions with non-controlling interests | 13,860 | - | - | - | |
| Net cash infl ow/(outfl ow) from fi nancingactivities | 95,128 | (99,210) | 42,165 | (37,589) | |
| Net increase/(decrease) in cash and cashequivalents | 16,832 | (82,042) | (4,056) | (69,675) | |
| Cash and cash equivalents at the beginning of thefi nancial year | 41,074 | 123,116 | 21,017 | 90,692 | |
| Cash and cash equivalents at the end of thefi nancial year | 33(a) | 57,906 | 41,074 | 16,961 | 21,017 |
| Financing arrangements | 21(c) |
The above statements of cash fl ows should be read in conjunction with the accompanying notes.
Notes to Financial Statements
1 Summary of Signifi cant Accounting Policies
The principal accounting policies adopted in the preparation of the fi nancial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The fi nancial statements include separate fi nancial statements for Peet Limited as an individual entity and the Consolidated Entity consisting of Peet Limited and its subsidiaries.
(a) Basis of preparation
These general purpose fi nancial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.
Compliance with IFRS
The fi nancial statements of the Peet Limited Group also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
New and amended standards adopted by the Group
The following new standards and amendments to standards are mandatory for the fi rst time for the fi nancial year beginning 1 July 2010:
- AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project;
- AASB 2009-8 Amendments to Australian Accounting Standards Group Cash-settled Share-based Payment Transactions;
- AASB 2009-10 Amendments to Australian Accounting Standards Classifi cation of Rights Issues;
- AASB Interpretation 19 Extinguishing Financial Liabilities with Equity Instruments and AASB 2009-13 Amendments to Australian Accounting Standards arising from Interpretation 19; and
- AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project.
The adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods.
Historical cost convention
These fi nancial statements have been prepared under the historical cost convention, except for derivative instruments and available for sale fi nancial assets which have been measured at fair value.
Critical accounting estimates
The preparation of fi nancial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are signifi cant to the fi nancial statements are disclosed in note 3.
Comparatives
The comparative revenues and expenses in the income statement, assets and liabilities in the statement of fi nancial position and cash fl ow movements in the statement of cash fl ows have been reclassifi ed where appropriate to enhance comparability and understanding of the fi nancial statements. There is no impact on the profi t and net asset position of the Group in the prior year.
The accounting policies adopted are consistent with those of the previous fi nancial year.
(b) Principles of consolidation
(i) Subsidiaries
The consolidated fi nancial statements incorporate the assets and liabilities of Peet Limited ('Parent Entity') as at 30 June 2011 and the results of all subsidiaries for the year then ended. Peet Limited and its subsidiaries together are referred to in these fi nancial statements as the Group or the Consolidated Entity.
(b) Principles of consolidation (continued)
(i) Subsidiaries (continued)
Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the fi nancial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.
The acquisition method of accounting is used to account for business combinations by the Group (refer to note 1(f)).
Intercompany transactions, balances and unrealised gains on transactions between Group entities are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.
Investments in subsidiaries are accounted for at cost in the individual fi nancial statements of Peet Limited. Such investments include both investments in shares issued by the subsidiary and other Parent Entity interests that in substance form part of the Parent Entity's investment in the subsidiary. These include investments in the form of interest-free loans which have no fi xed repayment terms and which have been provided to subsidiaries as an additional source of long-term capital.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated income statement, statement of comprehensive income, statement of changes in equity and statement of fi nancial position respectively.
(ii) Associates
Associates are all entities over which the Group has signifi cant infl uence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. In the case of land syndicates, signifi cant infl uence can exist with a lower shareholding by virtue of the Group's position as syndicate manager. Investments in associates are accounted for using the equity method of accounting, after initially being recognised at cost.
The Group's share of its associates' post-acquisition profi ts or losses are recognised in the income statement, and its share of post-acquisition other comprehensive income is recognised in other comprehensive income. The cumulative postacquisition movements are adjusted against the carrying amount of the investment. Dividends receivable from associates are recognised as a reduction in the carrying amount of the investment.
When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been changed where necessary to ensure consistency with the policies adopted by the Group.
(iii) Joint ventures
Jointly controlled operations
In respect of its interests in jointly controlled operations the Group recognises in its fi nancial statements the assets that it controls and the liabilities that it incurs. The expenses that it incurs and its share of the income that it earns from the sale of goods or services by the joint venture are also recognised.
(b) Principles of consolidation (continued)
(iii) Joint ventures (continued)
Jointly controlled entities
The interest in jointly controlled entities is accounted for using the equity method after initially being recognised at cost. Under the equity method, the share of the profi ts or losses of the jointly controlled entities is recognised in the profi t or loss, and the share of post-acquisition movements in reserves is recognised in other comprehensive income. Details relating to jointly controlled entities are set out in note 34.
Profi ts or losses on transactions establishing the jointly controlled entities and transactions with the jointly controlled entities are eliminated to the extent of the Group's ownership interest until such time as they are realised by the jointly controlled entities on consumption or sale. A loss on the transaction is recognised immediately if the loss provides evidence of a reduction in the net realisable value of current assets, or an impairment loss.
(iv) Changes in ownership interests
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to refl ect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised in a separate reserve within equity attributable to owners of Peet Limited.
When the Group ceases to have control, joint control or signifi cant infl uence, any retained interest in the entity is remeasured to its fair value with the change in carrying amount recognised in profi t or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, jointly controlled entity or fi nancial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in other comprehensive income are reclassifi ed to profi t or loss.
If the ownership interest in a jointly-controlled entity or an associate is reduced but joint control or signifi cant infl uence is retained, only a proportionate share of the amounts previously recognised in other comprehensive income are reclassifi ed to profi t or loss where appropriate.
(c) Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identifi ed as the executive management group.
(d) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, allowances, and duties and taxes paid. The following specifi c recognition criteria must also be met before revenue is recognised:
Sale of land
Revenue and profi ts from the sale of blocks from completed stages of land subdivision are recognised on settlement of the sale. This represents the point when risks and rewards have passed to the buyer.
Project management, marketing and selling management fees
Project management, marketing and selling management fees are recognised where there is a signed contract as this is the point at which revenue has been earned.
Manager's performance fees
Manager's performance fee revenue is recognised at the end of each reporting period and is based on a profi tability measurement in accordance with the relevant Management Agreement.
(d) Revenue recognition (continued)
Other trading activities
Revenue from other trading activities is recognised when the service required under the contract has been performed.
Interest income
Interest revenue is brought to account when earned, taking into account the effective yield on the fi nancial asset.
Dividend income
Dividends are recognised as revenue when the right to receive payment is established.
(e) Income tax
The income tax expense or revenue for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the fi nancial statements, and to unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction. The relevant tax rates are applied to the amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profi t or taxable profi t or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profi t or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
Tax consolidation legislation
Peet Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation as of 1 July 2003.
The head entity, Peet Limited, and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right.
In addition to its own current and deferred tax amounts, Peet Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.
Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about the tax funding agreement are disclosed in note 7.
Any difference between the amount assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) the wholly owned entity.
(f) Business combinations
The acquisition method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes the fair value of any asset or liability resulting from a contingent consideration arrangement and the fair value of any pre-existing equity interest in the subsidiary.
Acquisition-related costs are expensed as incurred. Identifi able assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value or at the non-controlling interest's proportionate share of the acquiree's net identifi able assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquire and the acquisitiondate fair value of any previous equity interest in the acquiree over the fair value of the group's share of the net identifi able assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifi able assets of the subsidiary acquired and the measurement of all amounts has been reviewed, the difference is recognised directly in profi t or loss as a bargain purchase.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent fi nancier under comparable terms and conditions.
Contingent consideration is classifi ed either as equity or a fi nancial liability. Amounts classifi ed as a fi nancial liability are subsequently remeasured to fair value with changes in fair value recognised in profi t or loss.
(g) Impairment of assets
Intangible assets that have an indefi nite life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifi able cash infl ows which are largely independent of the cash infl ows from other assets or groups of assets (cash generating units). Non-fi nancial assets that suffered impairment are reviewed for possible reversal of the impairment at each reporting period.
(h) Cash and cash equivalents
For the purpose of presentation in the statement of cash fl ows, cash and cash equivalents includes cash on hand, deposits held at call with fi nancial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignifi cant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of fi nancial position.
(i) Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Trade receivables are generally due for settlement within 30 - 60 days. They are presented as current assets unless collection is not expected for more than 12 months after the reporting date. Other receivables are recognised on an accrual basis as the services to which they relate are performed.
Collectability of trade receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectible are written off. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. Signifi cant fi nancial diffi culties of the debtor, probability that the debtor will enter bankruptcy or fi nancial reorganisation, and default or delinquency in payments (more than 60 days overdue) are considered indicators that the trade receivable may be impaired. The amount of the impairment provision is the difference between the asset's carrying amount and the present value of estimated future cash fl ows, discounted at the effective interest rate. Cash fl ows relating to short-term receivables are not discounted if the effect of discounting is immaterial.
(i) Trade receivables (continued)
The amount of the provision is recognised in the income statement within other expenses. When a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period, it is written off against the provision for impairment of trade receivables. Subsequent recoveries of amounts previously written off are credited against other expenses in the income statement.
(j) Inventories
Land held for development and resale is stated at the lower of cost and net realisable value. Cost includes the cost of acquisition, development and borrowing costs during development. When development is completed borrowing costs and other holding charges are expensed as incurred.
Borrowing costs included in the cost of land held for resale are those costs that would have been avoided if the expenditure on the acquisition and development of the land had not been made. Borrowing costs incurred while active development is interrupted for extended periods are recognised as expenses.
Land purchased for residential subdivision is classifi ed as non-current. They are reclassifi ed as current when lots within the subdivision are expected to be sold within 12 months.
(k) Current assets classifi ed as held for sale
Current assets (or disposal groups) are classifi ed as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefi ts, fi nancial assets and investment property that are carried at fair value and contractual rights under insurance contracts, which are specifi cally exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognised. A gain or loss not previously recognised by the date of the sale of the current asset (or disposal group) is recognised at the date of derecognition.
Current assets (including those that are part of a disposal group) are not depreciated or amortised while they are classifi ed as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classifi ed as held for sale continue to be recognised.
Current assets classifi ed as held for sale and the assets of a disposal group classifi ed as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classifi ed as held for sale are presented separately from other liabilities in the balance sheet.
(l) Investments and other fi nancial assets
Classifi cation
The Group classifi es its investments in the following categories: loans and receivables, and available for sale fi nancial assets. The classifi cation depends on the purpose for which the investments were acquired. Management determines the classifi cation of its investments at initial recognition and re-evaluates this designation at the end of each reporting date.
(i) Loans and receivables
Loans and receivables are non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the balance date which are classifi ed as non-current assets. Loans and receivables are included in receivables in the statement of fi nancial position.
(ii) Available for sale fi nancial assets
Available for sale fi nancial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classifi ed in any of the other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the balance date.
(l) Investments in subsidiaries and associates (continued)
Recognition and derecognition
Regular way purchases and sales of investments are recognised on trade-date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all fi nancial assets not carried at fair value through profi t or loss. Financial assets carried at fair value through profi t or loss are initially recognised at fair value and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash fl ows from the fi nancial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.
When securities classifi ed as available for sale are sold or impaired, the accumulated fair value adjustments recognised in other comprehensive income are reclassifi ed to the income statement as gains and losses from investment securities.
Measurement
At initial recognition, the Group measures a fi nancial asset at its fair value plus, in the case of a fi nancial asset not at fair value through profi t or loss, transaction costs that are directly attributable to the acquisition of the fi nancial asset. Transaction costs of fi nancial assets carried at fair value through profi t or loss are expensed in profi t or loss.
Loans and receivables and held-to-maturity investments are carried at amortised cost using the effective interest method.
Available for sale fi nancial assets and fi nancial assets at fair value through profi t and loss are subsequently carried at fair value. Gains or losses arising from changes in the fair value of the 'fi nancial assets at fair value through profi t or loss' category are presented in the income statement within other income or other expenses in the period in which they arise. Dividend income from fi nancial assets at fair value through profi t and loss is recognised in the income statement as part of revenue from continuing operations when the Group's right to receive payments is established.
Fair value
Details on how the fair value of fi nancial instruments is determined are disclosed in note 1(p).
Impairment
The Group assesses at each balance date whether there is objective evidence that a fi nancial asset or group of fi nancial assets is impaired. In the case of equity securities classifi ed as available for sale, a signifi cant or prolonged decline in the fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available for sale fi nancial assets, the cumulative loss - measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that fi nancial asset previously recognised in profi t and loss - is removed from equity and recognised in the income statement. Impairment losses recognised in the income statement on equity instruments classifi ed as available for sale are not reversed through the income statement.
(m) Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as hedges of the cash fl ows of recognised assets and liabilities and highly probable forecast transactions (cash fl ow hedges).
The Group documents at the inception of the hedging transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or cash fl ows of hedged items.
The fair value of the derivative fi nancial instruments used for hedging purposes is disclosed in note 11. Movements in the hedging reserve in shareholders' equity are shown in note 25. The full fair value of a hedging derivative is classifi ed as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months. It is classifi ed as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
(m) Derivatives (continued)
Cash fl ow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash fl ow hedges is recognised in other comprehensive income and accumulated reserves in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement within fi nance costs.
Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profi t or loss (for instance when the forecast sale that is hedged takes place). However when the forecast transaction that is hedged results in a recognition of a non-fi nancial asset (for example inventory) or a non-fi nancial liability, the gains or losses previously deferred in equity are transferred from equity and included in the measurement of the initial cost or carrying amount of the asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately reclassifi ed to the income statement.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement in the period in which they occur.
(n) Property, plant and equipment
Property, plant and equipment are shown at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation on property, plant and equipment is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:
- Plant and equipment 1 to 5 years
- Property 40 years
The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance date.
An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (note 1(g)).
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the income statement.
Properties under construction
Property under construction is carried at cost and is not depreciated until the asset is available and ready for use.
Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefi ts associated with the item will fl ow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the income statement during the fi nancial period in which they are incurred.
(o) Intangible assets - Management rights
The management rights acquired by the Company are initially carried at cost. Amortisation is calculated based on the timing of projected cash fl ows of the management rights over their estimated useful lives.
(p) Fair value estimation
The fair value of fi nancial assets and fi nancial liabilities must be estimated for recognition and measurement or for disclosure purposes.
The fair value of fi nancial instruments traded in active markets (such as publicly traded derivatives and trading and available for sale securities) is based on quoted market prices at the balance date. The quoted market price used for fi nancial assets held by the Group is the current bid price; the appropriate quoted market price for fi nancial liabilities is the current ask price.
The fair value of fi nancial instruments that are not traded in an active market (for example, unlisted securities) is determined using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance date. Quoted market prices or dealer quotes for similar instruments are used for long-term debt instruments held. Other techniques, such as estimated discounted cash fl ows, are used to determine fair value for the remaining fi nancial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated future cash fl ows.
The carrying amount less impairment provision of trade receivables and payables are assumed to approximate their fair values. The fair value of fi nancial liabilities for disclosure purposes is estimated by discounting the future contractual cash fl ows at the current market interest rate that is available to the Group for similar fi nancial instruments.
(q) Trade and other payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of the fi nancial year which are unpaid. These amounts are unsecured and usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.
(r) Land vendor liabilities
Where the Group or Parent Entity enters into unconditional contracts with land vendors to purchase properties for future development that contain deferred payment terms, these borrowings are disclosed at their present value. The unwinding of the discount applied to the acquisition price is included in fi nance costs.
(s) Borrowings and borrowing costs
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the income statement over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent, there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment and amortised over the period of the facility to which it relates.
Borrowings are classifi ed as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting period.
The fair value of the liability portion of a convertible bond is determined using a market interest rate for an equivalent non-convertible bond. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or maturity of the bonds. The remainder of the proceeds is allocated to the conversion option. This is recognised and included in reserves, net of income tax effects.
Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed in the period they are incurred. The capitalisation rate used to determine the amount of fi nance costs to be capitalised is the weighted average interest rate applicable to the Group's outstanding borrowings during the year.
(t) Provisions
Provisions for legal and other claims are recognised when the Group has a present legal or constructive obligation as a result of past events; it is probable that an outfl ow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future operating losses. Refer to note 1(u) for provisions for rebates.
Where there are a number of similar obligations, the likelihood that an outfl ow will be required at settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outfl ow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the balance date. The discount rate used to determine the present value refl ects current market assessments of the time, value of money and the risks specifi c to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
(u) Rebates
The Company may be required under the terms of certain sale contracts to provide rebates for expenditures undertaken by land holders in respect of Peet developments. These expenditures relate to landscaping and fencing and are generally payable where the land purchaser completes the construction of their dwelling within a specifi ed period of time. This period is generally twelve to eighteen months from the date of settlement. A liability is recorded at settlement and a related adjustment to revenue is recorded upon the expiration of the time limit if the rebate has not been paid.
(v) Employee benefi ts
(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefi ts, annual leave and accumulating sick leave expected to be settled within 12 months of the reporting date are recognised in other payables in respect of employees' services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled.
(ii) Other long-term employee benefi t obligations
The liability for long service leave is recognised in the provision for employee benefi ts and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date using the discounted cash fl ow method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outfl ows.
(iii) Share-based payments
Share-based compensation benefi ts are provided to employees via the Employee Share Option Plan, Performance Rights Plan and Deferred Employee Share Plan. Information relating to these plans is set out in note 38.
The fair value of options granted under the Employee Share Option Plan and Performance Rights Plan are recognised as an employee benefi t expense with a corresponding increase in equity. The fair value is measured at grant date and recognised over the period during which the employees become unconditionally entitled to the options and/or performance rights.
The fair value at grant date is independently determined using a Black Scholes option pricing model and the value of a performance right at grant date is determined using a Binomial pricing model. The model takes into account the exercise price, the term of the option and/or performance right, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option or performance right, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option and/or performance rights.
(v) Employee benefi ts (continued)
(iii) Share-based payments (continued)
The fair value of the options and/or performance rights granted is adjusted to refl ect market vesting conditions, but excludes the impact of any non-market vesting conditions (for example, profi tability and sales growth targets). Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. At each balance date, the entity revises its estimate of the number of options and/or performance rights that are expected to become exercisable. The employee benefi t expense recognised each period takes into account the most recent estimate. The impact of the revision to the original estimates, if any, is recognised in the income statement with a corresponding adjustment to equity.
Upon the exercise of options and/or performance rights, the balance of the share based payments reserve relating to those options and/or performance rights is transferred to share capital and the proceeds received, net of any directly attributable transaction costs.
(iv) Profi t sharing and bonus plans
The Group recognises a liability and an expense for bonuses and profi t sharing based on a formula that takes into consideration the profi t attributable to the Company's shareholders after certain adjustments. The Group recognises a provision where contractually obliged or where there is a past practice that has created a constructive obligation.
(v) Termination benefi ts
Termination benefi ts are payable when employment is terminated before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefi ts. The Group recognises termination benefi ts when it is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal or providing termination benefi ts as a result of an offer made to encourage voluntary redundancy. Benefi ts falling due more than 12 months after balance date are discounted to present value.
(vi) Retirement benefi t obligations
Contributions to defi ned contribution funds are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.
(w) Contributed equity
Ordinary shares are classifi ed as equity. Incremental costs directly attributable to the issue of new shares or options and/or performance rights are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to the issue of new shares, options and/or performance rights for the acquisition of a business are not included in the cost of the acquisition as part of the purchase consideration.
If the entity reacquires its own equity instruments, e.g. as the result of a share buy back, those instruments are deducted from equity and the associated shares are cancelled. No gain or loss is recognised in the profi t or loss and the consideration paid including any directly attributable incremental costs (net of income taxes) is recognised directly in equity.
(x) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period, but not distributed at the end of the reporting period.
(y) Earnings per share
(i) Basic earnings per share
Basic earnings per share is determined by dividing the profi t attributable to owners 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 fi nancial year.
(ii) Diluted earnings per share
Diluted earnings per share adjusts the fi gures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other fi nancing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
(z) Goods and services tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of fi nancial position.
Cash fl ows are presented on a gross basis. The GST components of cash fl ows arising from investing or fi nancing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash fl ows.
(aa) Rounding of amounts
The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the 'rounding off' of amounts in the fi nancial statements. Amounts in the fi nancial statements have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.
(ab) New accounting standards and interpretations
Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2011 reporting periods. The Group's assessment of the impact of these new standards and interpretations is set out below.
• AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project and AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project (effective for annual periods beginning on or after January 2011)
In June 2010, the AASB made a number of amendments to Australian Accounting Standards as a result of the IASB's annual improvements project. The Group will apply the amendments from 1 July 2011. The Group does not expect that any adjustments will be necessary as the result of applying the revised rules.
• IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interests in Other Entities and revised IAS 27 Separate Financial Statements and IAS 28 Investments in Associates and Joint Ventures (effective 1 January 2013)
In May 2011, the IASB issued a suite of fi ve new and amended standards which address the accounting for joint arrangements, consolidated fi nancial statements and associated disclosures. The AASB is expected to issue equivalent Australian standards shortly.
IFRS 10 replaces all of the guidance on control and consolidation in IAS 27 Consolidated and Separate Financial Statements, and SIC-12 Consolidation – Special Purpose Entities. The core principle that a consolidated entity presents a parent and its subsidiaries as if they are a single economic entity remains unchanged, as do the mechanics of consolidation. However the standard introduces a single defi nition of control that applies to all entities. It focuses on the need to have both power and rights or exposure to variable returns before control is present. Power is the current ability to direct the activities that signifi cantly infl uence returns. Returns must vary and can be positive, negative or both. There is also new guidance on participating and protective rights and on agent/principal relationships. While the Group does not expect the new standard to have a signifi cant impact on its composition, it has yet to perform a detailed analysis of the new guidance in the context of its various investees that may or may not be controlled under the new rules.
IFRS 11 introduces a principles based approach to accounting for joint arrangements. The focus is no longer on the legal structure of joint arrangements, but rather on how rights and obligations are shared by the parties to the joint arrangement. Based on the assessment of rights and obligations, a joint arrangement will be classifi ed as either a joint operation or joint venture. Joint ventures are accounted for using the equity method, and the choice to proportionately consolidate will no longer be permitted. Parties to a joint operation will account their share of revenues, expenses, assets and liabilities in much the same way as under the previous standard. IFRS 11 also provides guidance for parties that participate in joint arrangements but do not share joint control. The Group is yet to evaluate its joint arrangements in light of the new guidance.
(ab) New accounting standards and interpretations (continued)
IFRS 12 sets out the required disclosures for entities reporting under the two new standards, IFRS 10 and IFRS 11, and replaces the disclosure requirements currently found in IAS 28. Application of this standard by the Group will not affect any of the amounts recognised in the fi nancial statements, but will impact the type of information disclosed in relation to the Group's investments.
IAS 27 is renamed Separate Financial Statements and is now a standard dealing solely with separate fi nancial statements. Application of this standard by the Group and Parent Entity will not affect any of the amounts recognised in the fi nancial statements, but may impact the type of information disclosed in relation to the parent's investments in the separate Parent Entity fi nancial statements.
Amendments to IAS 28 provide clarifi cation that an entity continues to apply the equity method and does not remeasure its retained interest as part of ownership changes where a joint venture becomes an associate, and vice versa. The amendments also introduce a "partial disposal" concept. The Group is still assessing the impact of these amendments.
The Group does not expect to adopt the new standards before their operative date. They would therefore be fi rst applied in the fi nancial statements for the annual reporting period ending 30 June 2014.
• IFRS 13 Fair Value Measurement (effective 1 January 2013)
IFRS 13 was released in May 2011. The AASB is expected to issue an equivalent Australian standard shortly. IFRS 13 explains how to measure fair value and aims to enhance fair value disclosures. The Group has yet to determine which, if any, of its current measurement techniques will have to change as a result of the new guidance. It is therefore not possible to state the impact, if any, of the new rules on any of the amounts recognised in the fi nancial statements. However, application of the new standard will impact the type of information disclosed in the notes to the fi nancial statements. The Group does not intend to adopt the new standard before its operative date, which means that it would be fi rst applied in the annual reporting period ending 30 June 2014.
• AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements (effective 1 July 2013)
In July 2011 the AASB decided to remove the individual key management personnel (KMP) disclosure requirements from AASB 124 Related Party Disclosures, to achieve consistency with the international equivalent standard and remove a duplication of the requirements with the Corporations Act 2001. While this will reduce the disclosures that are currently required in the notes to the fi nancial statements, it will not affect any of the amounts recognised in the fi nancial statements. The amendments apply from 1 July 2013 and cannot be adopted early. The Corporations Act requirements in relation to remuneration reports will remain unchanged for now, but these requirements are currently subject to review and may also be revised in the near future.
There are no other standards that are not yet effective and that are expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
2 Financial Risk Management
The Group's activities expose it to a variety of fi nancial risks; credit risk, price risk, liquidity risk and cash fl ow interest rate risk. The Group's overall risk management program focuses on the unpredictability of fi nancial markets and seeks to minimise potential adverse effects on the fi nancial performance of the Group. The Group uses derivative fi nancial instruments such as interest rate swaps to hedge certain risk exposures. Derivatives are exclusively used for hedging purposes, ie not as trading or other speculative instruments.
Financial risk management is carried out by the accounting and fi nance department under policies approved by the Board of Directors and the Audit and Risk Management Committee. The department identifi es, evaluates and mitigates fi nancial risks in close co-operation with the Group's operating units. The Board and Audit and Risk Management Committee provide written principles for overall risk management, as well as written policies covering specifi c areas, such as mitigating interest rate and credit risks, use of derivative fi nancial instruments and investing excess liquidity.
(a) Credit risk
Credit risk arises from the fi nancial assets of the Group and the Parent Entity, which comprise cash and cash equivalents, trade and other receivables and derivative fi nancial instruments.
Credit risk further arises in relation to fi nancial guarantees given to parties as set out in note 28. Such guarantees are subject to Board approval.
The Group manages this risk by:
- transacting with credit worthy counterparties that have an appropriate credit history;
- utilising ISDA agreements with derivative counterparties in order to limit exposure to credit risk through the netting of amounts receivable from and amounts payable to individual counterparties;
- providing loans as an investment into joint ventures and associates where it is comfortable with the underlying property exposure within that entity;
- performing ongoing checks to ensure that settlement terms detailed in individual contracts are adhered to;
- regularly monitoring the performance of its associates, joint ventures and third parties; and
- obtaining collateral as security (where appropriate).
The maximum exposure to credit risk as at 30 June 2011 is the carrying amount of the fi nancial assets as summarised in the table below:
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Financial assets: | |||||
| Cash and cash equivalents | 8,12 | 57,906 | 41,074 | 16,961 | 21,017 |
| Receivables (excluding prepayments) | 9,12 | 81,929 | 62,709 | 59,784 | 51,087 |
| Derivative fi nancial instruments | 11 | 1,114 | 1,208 | - | 1,208 |
| Total maximum credit exposure | 140,949 | 104,991 | 76,745 | 73,312 |
Cash
The cash component of fi nancial assets is considered to have low credit risk as the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The National Australia Bank (NAB) and ANZ are the only concentration of credit risk for the Group and the Parent Entity.
(a) Credit risk (continued)
Receivables
The credit risk arising on trade and other receivables is monitored on an ongoing basis with the results that the exposure to bad debts for the Group or the Parent Entity is not signifi cant. There are no signifi cant fi nancial assets that have had renegotiated terms that would otherwise have been past due or impaired.
The ageing analysis of trade receivables as at 30 June 2011 for the Group and the Parent Entity is as follows:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Ageing analysis for trade receivables: | ||||
| 0 - 30 days | 6,817 | 1,097 | 6,565 | 3,548 |
| 31 – 60 days1 | 153 | 42 | 10 | 42 |
| 61 – 90 days1 | 56 | 37 | 10 | 36 |
| 91 – 120 days1 | 13 | 865 | 26 | 26 |
| 121 – 150 days1 | - | 1 | - | - |
| 151 – 180 days1 | 7 | 1 | 18 | - |
| 181+ days1 | 882 | 12,2282 | 3,287 | 40 |
| Total trade receivables | 7,928 | 14,271 | 9,916 | 3,692 |
| % of trade receivables with related parties (note 31) | 36% | 91% | 57% | 97% |
1: Past Due Not Impaired (PDNI).
2: Includes $12m receivable from Peet Point Cook Kingsford Syndicate in relation to the settlement of land made on terms. The $12m was received in November 2010 as per the contract of sale.
Based on the credit history of these classes, it is expected that these amounts will be received. The Group and the Parent Entity do not hold any collateral in relation to these receivables. There is no signifi cant concentration of credit risk with respect to receivables as the Group and the Parent Entity have a large number of balances with related parties and the remaining with other parties that have a good credit history with the Group and the Parent Entity.
Derivative fi nancial instruments
The Group and the Parent Entity limit their exposure to credit risk associated with future payments from interest rate swaps by contracting with reputable major fi nancial institutions subject to regulation in Australia.
(b) Price risk
The Group and the Parent Entity are exposed to equity securities price risk. This arises from investments held by the Group and classifi ed on the statement of fi nancial position as available for sale fi nancial assets.
The Group and the Parent Entity hold units in the Peet Income Property Fund (note 14). Peet Limited is the responsible entity for Peet Income Property Fund. The price risk for the unlisted securities is immaterial in terms of the possible impact on profi t or loss or total equity. It has therefore not been included in the sensitivity analysis.
(c) Liquidity risk
Liquidity risk includes the risk that the Group and the Parent Entity, as a result of their operations:
- will not have suffi cient funds to settle a transaction on that date;
- will be forced to sell fi nancial assets at a value which is less than what they are worth; or
- may be unable to settle or recover a fi nancial asset at all.
Prudent liquidity risk management implies maintaining suffi cient cash, the availability of funding through an adequate amount of committed credit facilities (note 21(c)) to meet obligations when due, and the ability to close-out market positions. Due to the dynamic nature of the underlying business, the Group aims at maintaining fl exibility in funding by keeping committed credit lines available, and regularly updating and reviewing its cash fl ow forecasts to assist in managing its liquidity.
Financing arrangements
Included in note 21(c) is a listing of unused borrowing facilities that the Group has at its disposal to further reduce liquidity risk.
Maturities of fi nancial liabilities
The table below analyses the Group's and the Parent Entity's fi nancial liabilities and derivative fi nancial instruments into relevant maturity groupings based on the remaining period at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash fl ows, except for interest rate swaps where the cash fl ows have been estimated using forward interest rates applicable at the reporting date.
| CONSOLIDATED | ||||||
|---|---|---|---|---|---|---|
| Within1 year$'000 | Between1 and 2years$'000 | Between2 and 5years$'000 | Over5 years$'000 | Totalcontractualcash fl ows$'000 | Carryingamount ofliabilities$'000 | |
| At 30 June 2011 | ||||||
| Non-derivatives | ||||||
| Non-interest bearing | 30,630 | - | - | - | 30,630 | 30,630 |
| Fixed rate | 26,462 | 13,691 | 73,424 | 20,364 | 133,941 | 95,037 |
| Variable rate | 21,916 | 49,419 | 244,965 | - | 316,300 | 254,421 |
| Total non-derivatives | 79,008 | 63,110 | 318,389 | 20,364 | 480,871 | 380,088 |
| Derivatives | ||||||
| Net settled (interest rate swaps) | - | - | 264 | - | 264 | 264 |
| At 30 June 2010 | ||||||
| Non-derivatives | ||||||
| Non-interest bearing | 25,048 | - | - | - | 25,048 | 25,048 |
| Fixed rate | 45,283 | 3,480 | 14,295 | 11,489 | 74,547 | 64,997 |
| Variable rate | 20,250 | 14,983 | 213,846 | - | 249,079 | 215,100 |
| Total non-derivatives | 90,581 | 18,463 | 228,141 | 11,489 | 348,674 | 305,145 |
| Derivatives | ||||||
| Net settled (interest rate swaps) | - | - | - | - | - | - |
(c) Liquidity risk (continued)
Maturities of fi nancial liabilities (continued)
| PARENT ENTITY | ||||||
|---|---|---|---|---|---|---|
| Within1 year$'000 | Between1 and 2years$'000 | Between2 and 5years$'000 | Over5 years$'000 | Totalcontractualcash fl ows$'000 | Carryingamount ofliabilities$'000 | |
| At 30 June 2011 | ||||||
| Non-derivatives | ||||||
| Non-interest bearing | 6,530 | - | - | - | 6,530 | 6,530 |
| Fixed rate | 5,830 | 5,591 | 66,019 | - | 77,440 | 48,671 |
| Variable rate | 531 | 531 | 7,396 | - | 8,458 | 6,865 |
| Total non-derivatives | 12,891 | 6,122 | 73,415 | - | 92,428 | 62,066 |
| At 30 June 2010 | ||||||
| Non-derivatives | ||||||
| Non-interest bearing | 5,547 | - | - | - | 5,547 | 5,547 |
| Fixed rate | 1,043 | 1,080 | 2,176 | 434 | 4,733 | 4,733 |
| Variable rate | 161 | 161 | 2,658 | - | 2,980 | 2,617 |
| Total non-derivatives | 6,751 | 1,241 | 4,834 | 434 | 13,260 | 12,897 |
| Derivatives | ||||||
| Net settled (interest rate swaps) | - | - | - | - | - | - |
(d) Cash fl ow and fair value interest rate risk
The Group's main interest rate risks arise from cash and long-term borrowings.
Borrowings issued at variable rates expose the Group to cash fl ow interest rate risk. Borrowings issued at fi xed rates expose the Group to fair value interest rate risk.
The Group manages its cash fl ow interest rate risk by using fl oating-to-fi xed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from fl oating rates to fi xed rates. Generally, the Group raises long-term borrowings at fl oating rates and swaps them into fi xed rates that are lower than those available if the Group borrowed at fi xed rates directly. Under the interest rate swaps, the Group agrees with other parties to exchange, at specifi ed intervals (mainly monthly), the difference between fi xed contract rates and fl oating rate interest amounts calculated by reference to the agreed notional principal amounts.
The Group's fi xed rate borrowings and receivables are carried at amortised cost. They are therefore not subject to interest rate risk as defi ned in AASB 7.
(d) Cash fl ow and fair value interest rate risk (continued)
As at the end of the reporting period, the Group had the following cash, variable rate borrowings and interest rate swap contracts outstanding:
| CONSOLIDATED | |||
|---|---|---|---|
| NOTES | Floatinginterest rate$'000 | Weightedaverageinterest rate% | |
| At 30 June 2011 | |||
| Cash and cash equivalents | 8,12 | 57,906 | 4.61 |
| Borrowings (excluding convertible notes) | 21 | (225,505) | 8.63 |
| Interest rate swaps (notional principal amounts) | 11 | 200,000 | 8.00 |
| Borrowings (classifi ed as liabilities held for sale) | 12 | (28,916) | 8.49 |
| Interest rate swaps (notional principal amount) | 12 | 15,000 | 8.06 |
| Total net cash fl ow exposure | 18,485 | ||
| At 30 June 2010 | |||
| Cash and cash equivalents | 8 | 26,558 | 4.31 |
| Borrowings | 21 | (215,100) | 7.13 |
| Interest rate swaps (notional principal amounts) | 11 | 200,000 | 7.20 |
| Total net cash fl ow exposure | 11,458 | ||
| PARENT ENTITY | |||
| NOTES | Floatinginterest rate$'000 | Weightedaverageinterest rate% | |
| At 30 June 2011 | |||
| Cash and cash equivalents | 8 | 16,961 | 4.17 |
| Borrowings (excluding convertible notes) | 21 | (6,865) | 7.73 |
| Total net cash fl ow exposure | 10,096 | ||
| At 30 June 2010 | |||
| Cash and cash equivalents | 8 | 6,501 | 4.06 |
| Borrowings | 21 | (2,617) | 6.16 |
| Interest rate swaps (notional principal amounts) | 11 | 200,000 | 7.20 |
| Total net cash fl ow exposure | 203,884 |
(d) Cash fl ow and fair value interest rate risk (continued)
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates in existence at balance date, and the stipulated change taking place at the beginning of the fi nancial year and held constant throughout the reporting period. A 50 basis point increase or decrease used in the interest rate sensitivity analysis was determined based on the Group's relationship with fi nancial institutions, the level of debt that was renewed and forecasters' economic expectations and represents management's assessment of the possible change in interest rates.
The potential impact of a change in interest rates by +/-50 basis points on profi t and equity has been tabulated below:
| CONSOLIDATED | |||||
|---|---|---|---|---|---|
| -50 BASIS POINTS | +50 BASIS POINTS | ||||
| Carrying | Post tax | Post tax | |||
| amount$'000 | profi t/(loss)$'000 | Equity$'000 | profi t/(loss)$'000 | Equity$'000 | |
| As at 30 June 2011 | |||||
| Financial assets | |||||
| Cash and cash equivalents (fl oating) | 57,906 | (203) | (203) | 203 | 203 |
| Interest rate swaps | 1,114 | - | (4) | - | 4 |
| Financial liabilities | |||||
| Borrowings (fl oating) | (39,421) | 138 | 138 | (138) | (138) |
| Interest rate swap | (264) | - | 1 | - | (1) |
| Total (decrease)/ increase | (65) | (68) | 65 | 68 | |
| As at 30 June 2010 | |||||
| Financial assets | |||||
| Cash and cash equivalents (fl oating) | 26,558 | (93) | (93) | 93 | 93 |
| Interest rate swaps | 1,208 | - | (4) | - | 4 |
| Financial liabilities | |||||
| Borrowings (fl oating) | (15,100) | 53 | 53 | (53) | (53) |
| Total (decrease)/ increase | (40) | (44) | 40 | 44 |
| PARENT ENTITY | |||||
|---|---|---|---|---|---|
| -50 BASIS POINTS | +50 BASIS POINTS | ||||
| Carrying | Post tax | Post tax | |||
| amount$'000 | profi t/(loss)$'000 | Equity$'000 | profi t/(loss)$'000 | Equity$'000 | |
| As at 30 June 2011 | |||||
| Financial assets | |||||
| Cash and cash equivalents (fl oating) | 16,961 | (59) | (59) | 59 | 59 |
| Financial liabilities | |||||
| Borrowings (fl oating) | (6,865) | 24 | 24 | (24) | (24) |
| Total (decrease)/increase | (35) | (35) | 35 | 35 | |
| As at 30 June 2010 | |||||
| Financial assets | |||||
| Cash and cash equivalents | 6,501 | (23) | (23) | 23 | 23 |
| Interest rate swaps | 1,208 | - | (4) | - | 4 |
| Total (decrease)/increase | (23) | (27) | 23 | 27 |
(e) Fair value measurements
The fair value of fi nancial assets and fi nancial liabilities must be estimated for recognition and measurement or for disclosure purposes. AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
- quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);
- inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2); and
- inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).
The following tables present the Group's and the Parent Entity's assets and liabilities measured and recognised at fair value at 30 June 2011 and 30 June 2010.
| CONSOLIDATED | |||
|---|---|---|---|
| Level 2$000 | Level 3$000 | Total$000 | |
| As at 30 June 2011 | |||
| Assets | |||
| Derivative fi nancial instruments | 1,114 | - | 1,114 |
| Available for sale fi nancial assets | - | 462 | 462 |
| Total assets | 1,114 | 462 | 1,576 |
| Liabilities | |||
| Derivative fi nancial instruments | 264 | - | 264 |
| Total liabilities | 264 | - | 264 |
| As at 30 June 2010 | |||
| Assets | |||
| Derivative fi nancial instruments | 1,208 | - | 1,208 |
| Available for sale fi nancial assets | - | 257 | 257 |
| Total assets | 1,208 | 257 | 1,465 |
| Liabilities | |||
| Derivative fi nancial instruments | - | - | - |
| Total liabilities | - | - | - |
| PARENT ENTITY | |||
| Level 2 | Level 3 | Total | |
| $000 | $000 | $000 | |
| As at 30 June 2011 | |||
| Assets | |||
| Available for sale fi nancial assets | - | 462 | 462 |
| Total assets | - | 462 | 462 |
| As at 30 June 2010 | |||
| Assets | |||
| Derivative fi nancial instruments | 1,208 | - | 1,208 |
| Available for sale fi nancial assets | - | 257 | 257 |
| Total assets | 1,208 | 257 | 1,465 |
The change in level 2 instruments relates to fair value adjustments recognised in the statements of other comprehensive income. The increase in level 3 fi nancial assets resulted from the Group acquiring additional units in the unlisted trust Peet Income Property Fund.
(e) Fair value measurements (continued)
For fi nancial instruments not quoted in active markets, the Company uses valuation techniques such as present value techniques, comparison to similar instruments for which market observable prices exist and other relevant models used by market participants. These valuation techniques use both observable market inputs. These instruments are included in level 2.
The fair value of available for sale assets (included in level 3) have been estimated using valuation techniques based on assumptions, which are not supported by observable market prices or rates.
3 Critical Accounting Estimates And Judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by defi nition, seldom equal the related actual results. The material estimates and assumptions in these fi nancial statements include:
Estimate of sales fall-over rates on project management, marketing and selling management fees.
An analysis of sales fall-overs is performed on a monthly basis for all business segments by location, and updated at each reporting date to determine the appropriateness of the accruals of sales fall-overs recognised in the value of project, marketing and selling management fees in accrued income.
Inventories
The Group is required to carry inventory at lower of cost or net realisable value. The net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. Estimates of net realisable value are based on the most reliable evidence available at the time the estimates are made, of the amount the inventories are expected to realise and the estimate of costs to complete. These estimates take into consideration fl uctuations of price or costs directly related to events occurring after the end of the period to the extent that such events confi rm conditions existing at the end of the period. The key assumptions require the use of management judgement and are reviewed annually. The basis of the valuation for land owned by the Group is set out in note 10. The Group has expensed $31,251,000 (2010: $989,000) in relation to inventory that was carried in excess of the net realisable value and development costs.
4 Segment Information
Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identifi ed as the executive management group.
The executive management group assesses the performance of the operating segments based on multiple measures including EBITDA, EBIT and profi t after tax.
The executive management group considers the business to have the following three reportable business segments:
Funds management/land syndication
External equity capital raisings are undertaken to fund the acquisition of land across Australia. The Consolidated Entity derives fees from underwriting and capital raising coordination services, as well as asset identifi cation fees from this activity. Ongoing project related fees are then derived by the Consolidated Entity for the duration of a particular project.
Company-owned projects
Purchase and development of various parcels of land in Australia, primarily for residential purposes. However, certain land holdings will also produce non-residential blocks of land.
Joint ventures
Joint ventures are formed with government, statutory authorities and private landowners. The joint venture partner will normally contribute the land and the Consolidated Entity funds the development costs. The Company is typically entitled to ongoing fees for management of the development project and also a share of the profi ts.
For internal reporting purposes management consider both 'The Village at Wellard' and 'Quattro – The New Queens Park' projects to be joint ventures. Quattro, however, is not considered a joint venture for statutory reporting purposes.
The Consolidated Entity operates primarily in Australia.
Inter-segment transfers
Segment revenue, expenses and results include transfers between segments. Such transfers are based on an arm's length basis and are eliminated on consolidation.
| mation (continued)ment InforSeg | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| LAND SYNDICATIONMANAGEMENT/FUNDS | COMPANY OWNEDPROJECTS | JOINT VENTURES | ELIMINATIONS ANDINTER-SEGMENTUNALLOCATED | CONSOLIDATED | ||||||
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Revenue | ||||||||||
| Sales to external customers | 46,158 | 36,540 | 118,290 | 116,235 | 17,036 | 19,967 | - | - | 181,484 | 172,742 |
| Total sales revenue | 46,158 | 36,540 | 118,290 | 116,235 | 17,036 | 19,967 | - | - | 181,484 | 172,742 |
| Other income | 235 | 167 | 2,272 | 1,454 | - | - | - | - | 2,507 | 1,621 |
| Interest | - | - | - | - | - | - | 4,734 | 3,659 | 4,734 | 3,659 |
| Total segment revenue | 46,393 | 36,707 | 120,562 | 117,689 | 17,036 | 19,967 | 4,734 | 3,659 | 188,725 | 178,022 |
| Result before write-down in carrying value | ||||||||||
| of inventories and development costs, | ||||||||||
| fi nance costs expensed through cost of salesdepreciation, fi nancing cost, interest and | ||||||||||
| and income tax expense | 30,710 | 25,448 | 40,108 | 41,090 | 5,625 | 5,573 | 4,734 | 3,659 | 81,177 | 75,770 |
| Write-down in carrying value of inventories and | ||||||||||
| development costs | - | - | (31,251) | (989) | - | - | - | - | (31,251) | (989) |
| EBITDA (i) | 30,710 | 25,448 | 8,857 | 40,101 | 5,625 | 5,573 | 4,734 | 3,659 | 49,926 | 74,781 |
| Depreciation and amortisation | (347) | (240) | (1,007) | (964) | (271) | (262) | - | - | (1,625) | (1,466) |
| EBIT (ii) | 30,363 | 25,208 | 7,850 | 39,137 | 5,354 | 5,311 | 4,734 | 3,659 | 48,301 | 73,315 |
| Financing costs (includes interest and fi nance costs expensed through cost of sales) | (15,550) | (11,981) | ||||||||
| Profi t before income tax expense | 32,751 | 61,334 | ||||||||
| Income tax expense | (10,545) | (19,223) | ||||||||
| Profi t for the year | 22,206 | 42,111 |
(i) EBITDA: Earnings Before Interest (including interest and fi nance costs expensed through cost of sales), Tax, Depreciation and Amortisation (ii) EBIT: Earnings Before Interest (including interest and fi nance costs expensed through cost of sales) and Tax
5 Revenue
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Revenue from sale of land | 118,290 | 116,235 | 38 | 875 |
| Project management and performance fees | 43,994 | 35,325 | 34,781 | 34,956 |
| Revenue from Joint Venture operations | 16,442 | 18,833 | 1,032 | 1,279 |
| Revenue from other trading activities | ||||
| - Syndicate administration fees | 1,155 | 1,170 | 1,183 | 1,170 |
| - Syndicate underwriting and capital raising fees | 1,603 | 1,179 | 2,153 | 1,179 |
| 181,484 | 172,742 | 39,187 | 39,459 | |
| Other revenue | ||||
| - Dividends | 235 | 167 | 235 | 50,697 |
| - Interest | 4,734 | 3,659 | 2,369 | 1,986 |
| - Other | 2,272 | 1,454 | 25 | 58 |
| 7,241 | 5,280 | 2,629 | 52,741 | |
| 188,725 | 178,022 | 41,816 | 92,200 |
6 Expenses
Profi t before income tax includes the following specifi c expenses:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Cost of inventories | ||||
| Cost of inventories | 64,469 | 65,885 | 41 | 230 |
| Capitalised interest and fi nance charges | 10,268 | 7,634 | - | 112 |
| 74,737 | 73,519 | 41 | 342 | |
| Depreciation and amortisation | ||||
| Property, plant and equipment | 1,620 | 1,466 | 787 | 671 |
| Intangible assets | 5 | - | 5 | - |
| 1,625 | 1,466 | 792 | 671 | |
| Finance costs | ||||
| Interest and fi nance charges paid/payable1 | 23,757 | 19,921 | 550 | (495) |
| Cash fl ow hedges – transfer from equity | 1,441 | 3,298 | 1,441 | 3,298 |
| Cash fl ow hedges – transfer from equity on-charged tosubsidiaries | - | - | (1,422) | (3,257) |
| Interest on convertible notes | 211 | - | 211 | - |
| Interest on convertible notes on-charged to subsidiaries | - | - | (204) | - |
| Amount capitalised to inventory | (20,127) | (18,872) | (381) | (442) |
| 5,282 | 4,347 | 195 | (896) |
- Interest and fi nance charges paid/payable at 30 June 2010 include the reversal of accruals from the previous period.
| Discount on land vendor payments | ||||
|---|---|---|---|---|
| Change in present value of land vendor payments | 3,622 | 5,597 | - | - |
| Capitalisation of change in present value of land | ||||
| vendor payments | (3,622) | (5,597) | - | - |
| - | - | - | - | |
| Rental expense – relating to operating leasesincluded in offi ce costs | ||||
| Minimum lease payments | 1,227 | 1,011 | 1,227 | 1,011 |
| Write-down in carrying value of inventories anddevelopment costs | ||||
| Write-down of inventory to net realisable value | 30,783 | - | - | - |
| Write-off of development expenditure | 468 | 989 | 468 | 989 |
| 31,251 | 989 | 468 | 989 | |
| Other charges against assets | ||||
| Bad debts - trade receivables | - | 6 | 3 | 6 |
| Write-down of investment in associates | - | 11 | - | 11 |
7 Income Tax
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | ||
| Income tax expense | |||||
| Current tax | 13,723 | 14,627 | 2,142 | 3,688 | |
| Deferred tax | (3,176) | 3,989 | 1,176 | 494 | |
| Adjustments for current tax of prior periods | (159) | (257) | (29) | 316 | |
| Adjustments for deferred tax of prior periods | 157 | 864 | (456) | (1,245) | |
| 10,545 | 19,223 | 2,833 | 3,253 | ||
| Deferred income tax expense included inincome tax expense comprises: | |||||
| (Increase)/decrease in deferred tax assets | 15 | (9,286) | 947 | 184 | 219 |
| Increase/(decrease) in deferred tax liabilities | 23 | 6,267 | 3,906 | 536 | (970) |
| (3,019) | 4,853 | 720 | (751) | ||
| Numerical reconciliation of income taxexpense to prima facie tax payable | |||||
| Profi t before income tax expense | 32,751 | 61,334 | 15,412 | 68,851 | |
| Tax at Australian tax rate of 30% (2010: 30%) | 9,825 | 18,400 | 4,624 | 20,655 | |
| Tax effect of amounts which are not deductible(taxable) in calculating taxable income | |||||
| Entertainment | 28 | 14 | 25 | 14 | |
| Share of net loss of associates | 532 | 1 | - | - | |
| Fines & penalties | 3 | - | 2 | - | |
| Employee benefi ts | 229 | 251 | 229 | 251 | |
| Tax consolidation distribution | - | - | (1,492) | (1,529) | |
| Intercompany distribution | - | - | - | (15,159) | |
| Dividend franking | 28 | 19 | 28 | 19 | |
| Franking rebate | (98) | (69) | (98) | (69) | |
| (Over)/under provision in prior years | (2) | 607 | (485) | (929) | |
| 10,545 | 19,223 | 2,833 | 3,253 |
Peet Limited and its wholly owned Australian controlled entities have implemented the tax consolidation legislation as of 1 July 2003. The accounting policy in relation to this legislation is set out in note 1(e).
On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the Directors, limits the joint and several liability of the wholly owned entities in the case of a default by the head entity, Peet Limited.
The entities have also entered into a tax funding agreement under which the wholly owned entities fully compensate Peet Limited for any current tax payable assumed and are not compensated by Peet Limited for any unused tax losses or unused tax credits that are transferred to the Parent Entity under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly owned entities' fi nancial statements.
The amounts receivable/payable under the tax funding agreement are due upon receipt of the funding advice from the head entity, which is issued as soon as practicable after the end of each fi nancial year. The head entity may also require payment of interim funding amounts to assist with its obligations to pay tax instalments. The funding amounts are recognised as current inter-company receivables or payables (note 31(e)).
(a) Other income related to tax consolidation legislation
Peet Limited has recognised a tax consolidation distribution from wholly owned tax consolidated entities of $4,974,000 (2010: $5,096,000). The distribution arose as the result of a transfer of tax losses to the head entity for no compensation and is classifi ed as other income.
8 Current Assets – Cash and Cash Equivalents
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Cash at bank and on hand | 57,201 | 26,558 | 16,961 | 6,501 |
| Term deposits | - | 14,516 | - | 14,516 |
| 57,201 | 41,074 | 16,961 | 21,017 |
Credit risk and interest rate risk
The Group's and the Parent Entity's exposure to credit risk and interest rate risk is discussed in note 2.
9 Receivables (Current and Non-Current)
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Current | |||||
| Trade receivables - note (a) | 7,928 | 14,271 | 9,916 | 3,692 | |
| Accrued income - note (b) | 29,675 | 21,267 | 24,620 | 21,331 | |
| Tax related amounts receivable from whollyowned entities | 31(e) | - | - | 8,941 | 7,519 |
| Prepayments | 429 | 1,588 | 351 | 725 | |
| Other debtors - note (c) | 1,634 | 1,480 | 263 | 230 | |
| Amounts receivable from associates | 31(e) | 28,086 | 12,614 | 8,955 | 11,034 |
| 67,752 | 51,220 | 53,046 | 44,531 | ||
| Non-current | |||||
| Deferred facilities fee - note (e) | 2,900 | 1,300 | - | - | |
| Other debtors | 22 | 22 | - | - | |
| Amounts receivable from associates | 31(e) | 11,656 | 11,755 | 7,089 | 7,281 |
| 14,578 | 13,077 | 7,089 | 7,281 | ||
| Total receivables | 82,330 | 64,297 | 60,135 | 51,812 |
(a) Impaired trade receivables
Trade receivables are non-interest bearing and generally have 30-60 day terms. There were no impaired trade receivables and hence no provision for impaired trade receivables at the end of the year for either the Group or the Parent Entity (2010: $nil).
(b) Accrued income
These amounts represent project management and performance fees from associates.
(c) Other debtors
These receivables are related to sundry debtors, bonds recoverable and GST recoverable. Amounts relating to other debtors are expected to be received within a year.
(d) Fair value and credit risk
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value. The maximum exposure to credit risk is the fair value of receivables. The fair value of securities held for certain trade receivables is insignifi cant as is the fair value of any collateral sold or pledged. Refer to note 2 for more information on the risk management policy of the Group and the credit quality of the entity's trade receivables.
(e) Deferred facilities fee
Homes in the Lattitude Lakelands retirement village are sold to approved applicants on condition that every purchaser enters into an "Estate Lifestyle Agreement" with Secure Living Pty Limited, a wholly owned subsidiary of Peet Limited. The agreement includes a requirement to pay deferred facilities fees on departure by the resident, which is based on 3% of the market value of the unit (at the time of sale and departure) for each year of occupation up to a maximum of 24%.
As at 30 June 2011, the deferred facilities fee is accrued based on the independent valuation of the properties.
10 Inventories (Current and Non-Current)
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | ||||
| Cost of acquisition | 55,527 | 20,725 | - | - |
| Capitalised development costs | 46,618 | 34,940 | - | 2 |
| Capitalised fi nance costs | 18,299 | 9,168 | - | - |
| 120,444 | 64,833 | - | 2 | |
| Non-current | ||||
| Cost of acquisition | 204,437 | 264,795 | 5,157 | 3,639 |
| Capitalised development costs | 59,157 | 49,924 | 3,178 | 2,180 |
| Capitalised fi nance costs | 37,385 | 38,840 | 1,493 | 1,112 |
| 300,979 | 353,559 | 9,828 | 6,931 | |
| Total carrying amount of inventories | 421,423 | 418,392 | 9,828 | 6,933 |
Write-down in carrying value of inventories and development costs
Write-down of inventories to net realisable value and development expenditure recognised as an expense during the year ended 30 June 2011 amounted to $31,251,000 (2010: $989,000) for the Group (note 6).
Valuations
The valuations of land owned by the Consolidated Entity for the year ended 30 June 2011 is $586,033,000 (2010: $558,779,000) exclusive of GST. The valuations were determined by independent valuers using the direct comparison approach or the discounted cash fl ow analysis method.
In addition to the inventories noted above, the Group also has inventories of $68,493,000 (2010: $nil) classifi ed as held for sale (note 12).
11 Derivative Financial Instruments (Current and Non-Current)
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | ||||
| Interest rate swap contracts – cash fl ow hedges | 263 | - | - | - |
| Non-current | ||||
| Interest rate swap contracts – cash fl ow hedges | 851 | 1,208 | - | 1,208 |
| Total derivative fi nancial instruments | 1,114 | 1,208 | - | 1,208 |
The Group is party to derivative fi nancial instruments in the normal course of business in order to hedge exposure to fl uctuations in interest rates in accordance with the Group's fi nancial risk management policies (note 2).
Interest rate swap contracts – cash fl ow hedges
Bank loans of the Group currently bear a weighted average variable interest rate before hedges of 4.83% (2010: 3.93%). It is the Group's policy to protect part of the loans from exposure to increasing interest rates. Accordingly, the Group has entered into interest rate swap contracts under which it is obliged to receive interest at variable rates and to pay interest at fi xed rates.
Swaps currently cover approximately 89% (2010: 93%) of the variable loan principal outstanding and are timed to expire as each loan repayment falls due. The fi xed interest rate swaps range between 4.10% and 5.08% (2010: 4.10% and 5.05%) and the variable rates are between 4.65% and 5.08% (2010: 3.15% and 4.76%).
The contracts require settlement of net interest receivable or payable monthly. The settlement dates coincide with the dates on which interest is payable on the underlying debt. The contracts are settled on a net basis.
At 30 June 2011, the notional principal amounts and periods of expiry of the interest rate swap contracts were as follows:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| 0 – 1 years | 50,000 | - | - | |
| 1 – 2 years | - | 50,000 | - | 50,000 |
| 2 – 3 years | 75,000 | - | - | - |
| 3 – 4 years | - | 75,000 | - | 75,000 |
| 4 + years | 75,000 | 75,000 | - | 75,000 |
| 200,000 | 200,000 | - | 200,000 |
The gain or loss from remeasuring the hedging instruments at fair value is recognised in other comprehensive income and deferred in equity in the hedge reserve, to the extent that the hedge is effective. It is reclassifi ed into profi t or loss when the hedged interest expense is recognised. The ineffective portion is recognised in the income statement immediately. There was no ineffectiveness in the current or prior year.
In relation to the other loans (note 21), $1,441,000 was recycled from the hedge reserve to fi nance costs in the current year (2010: $3,298,000).
In addition to the interest rate swap contracts noted above, the Group also has a further interest rate swap contract classifi ed as held for sale (note 12).
Credit risk and interest rate risk
Information about the Group's and the Parent Entity's exposure to credit risk and interest rate risk is provided in note 2.
12 Current Assets and Liabilities – Classifi ed as Held For Sale
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| (a) Assets classifi ed as held for sale | ||||
| Cash at bank and on hand | 705 | - | - | - |
| Fixed assets | 1 | - | - | - |
| GST recoverable | 28 | - | - | - |
| Inventories | 68,493 | - | - | - |
| Net deferred tax assets | 282 | - | - | - |
| 69,509 | - | - | - | |
| (b) Liabilities directly associated with assetsclassifi ed as held for sale | ||||
| Payables | 259 | - | - | - |
| Bank borrowings | 28,916 | - | - | - |
| Interest rate swap contract - cash fl ow hedge | 264 | - | - | - |
| 29,439 | - | - | - |
Interest rate swap contracts - cash fl ow hedges
Bank loans included in liabilities classifi ed as held for sale currently bear a weighted average variable interest rate before hedges of 4.86% (2010: nil). It is the Company's policy to protect part of the loans from exposure to interest rate fl uctuations. Accordingly, the Company has entered into an interest rate swap contract under which it is obliged to receive interest at a variable rate and to pay interest at a fi xed rate.
The swap currently in place covers approximately 52% (2010: nil) of the loan principal outstanding and is timed to expire as each loan repayment falls due. The fi xed interest rate is 5.69% (2010: nil) and the variable rates are between 4.84% and 4.88% (2010: nil).
The contract requires settlement of net interest receivable or payable monthly. The settlement date coincides with the date on which interest is payable on the underlying debt. The contract is settled on a net basis.
At 30 June 2011, the notional principal amount was $15,000,000 (2010: $nil) and is due to expire on 10 January 2014.
The gain or loss from remeasuring the hedging instruments at fair value is recognised in other comprehensive income and deferred in equity in the hedge reserve, to the extent that the hedge is effective. It is reclassifi ed into profi t or loss when the hedged interest expense is recognised. The ineffective portion is recognised in the income statement immediately. There was no ineffectiveness in the current or prior year.
(c) Transactions with non-controlling interests
In December 2010, Peet No 113 Pty Ltd (a wholly owned subsidiary of Peet Limited) sold 33.5% of its investment in Peet Yanchep Land Syndicate for $13,803,000. In February 2011, Peet No 113 Pty sold a further 1% of its investment in Peet Yanchep Land Syndicate for $57,000. The difference between the book value of the assets disposed and the proceeds received have been recognised in the non-controlling interest reserve.
The assets and liabilities of Peet Yanchep Land Syndicate have been classifi ed as held for sale as the Directors of Peet Limited are currently in discussions with interested parties with regard to further reducing the number of units held by Peet No 113 Pty Ltd. It is the Directors' intention to sell down to a non-controlling interest within the next 12 months.
| PARENT ENTITY | |||
|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 |
| 13,511 | - | - | - |
| (13,860) | - | - | - |
| - | |||
| (349) | CONSOLIDATED- | - |
13 Non-Current Assets – Investments Accounted for Using the Equity Method
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Peet Yanchep Pty Ltd | 700 | - | - | - |
| Peet Caboolture Syndicate Limited | 1,244 | 1,343 | - | - |
| Peet Tri State Syndicate Limited | 3,910 | 5,268 | - | - |
| Peet Flagstone City Pty Ltd | 4,606 | - | - | - |
| Peet Alkimos Pty Limited | 24,348 | 24,647 | - | - |
| Other | 1,316 | 1,382 | - | - |
| 36,124 | 32,640 | - | - |
Investments in associates and jointly controlled entities are accounted for in the consolidated fi nancial statements using the equity method of accounting and are carried at cost by the entity holding the investment (note 34).
14 Non-Current Assets – Available For Sale Financial Assets
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Peet Income Property Fund | 462 | 257 | 462 | 257 |
The fair value has been estimated using valuation techniques based on assumptions, which are outlined in note 1(p), that are not supported by observable market prices or rates.
Included in available for sale investments in both the Group and the Parent Entity are units in the unlisted trust Peet Income Property Fund at a fair value of $462,000 (2010: $257,000). The Parent Entity owns 370,139 units (2010: 196,977 units) of the issued capital of Peet Income Property Fund. Peet Limited is the Responsible Entity for Peet Income Property Fund.
Information about the Group's and the Parent Entity's exposure to price risk is provided in note 2(b).
15 Non-Current Assets - Deferred Tax Assets
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | ||
| The balance comprises temporary differences attributable to: | |||||
| Accrued expenses and provisions | 1,136 | 1,070 | 1,132 | 1,045 | |
| Staff provisions | 416 | 330 | 402 | 319 | |
| Inventory | 10,115 | 525 | - | - | |
| Capital raising costs | 521 | 657 | 521 | 657 | |
| 12,188 | 2,582 | 2,055 | 2,021 | ||
| Other | |||||
| Rebates provision | 157 | 411 | 1 | 16 | |
| Convertible notes | 40 | - | 40 | - | |
| Assets classifi ed as held for sale | 282 | - | - | - | |
| Other | - | 1 | - | 1 | |
| 479 | 412 | 41 | 17 | ||
| Total deferred tax assets | 12,667 | 2,994 | 2,096 | 2,038 | |
| Set off against deferred tax liabilities pursuant | |||||
| to set off provisions | 23 | (12,385) | (2,994) | (2,096) | (2,038) |
| Set off against classifi ed as held for sale | (282) | - | - | - | |
| Net deferred tax assets | - | - | - | - | |
| Deferred tax assets to be recovered within | |||||
| 12 months | 1,834 | 1,533 | 1,534 | 1,365 | |
| Deferred tax assets to be recovered after | |||||
| more than 12 months | 10,833 | 1,461 | 562 | 673 | |
| 12,667 | 2,994 | 2,096 | 2,038 |
| CONSOLIDATED | ||||||
|---|---|---|---|---|---|---|
| MOVEMENTS | Accrued Expensesand Provisions$'000 | StaffProvisions$'000 | Inventory$'000 | CapitalRaising Costs$'000 | Other$'000 | Total$'000 |
| At 1 July 2009 | 688 | 272 | 385 | 1,050 | 1,479 | 3,874 |
| Credited/(charged) | ||||||
| - to profi t or loss | 382 | 58 | 140 | (460) | (1,067) | (947) |
| - directly to equity | - | - | - | 67 | - | 67 |
| At 30 June 2010 | 1,070 | 330 | 525 | 657 | 412 | 2,994 |
| Credited/(charged) | ||||||
| - to profi t or loss | 66 | 86 | 9,590 | (338) | (118) | 9,286 |
| - to other comprehensive income | - | - | - | - | (79) | (79) |
| - directly to equity | - | - | - | 202 | 264 | 466 |
| At 30 June 2011 | 1,136 | 416 | 10,115 | 521 | 479 | 12,667 |
| PARENT | ||||||
|---|---|---|---|---|---|---|
| MOVEMENTS | Accrued Expensesand Provisions$'000 | StaffProvisions$'000 | Inventory$'000 | CapitalRaising Costs$'000 | Other$'000 | Total$'000 |
| At 1 July 2009 | 478 | 272 | 253 | 1,050 | 137 | 2,190 |
| Credited/(charged) | ||||||
| - to profi t or loss | 567 | 47 | (253) | (460) | (120) | (219) |
| - directly to equity | - | - | - | 67 | - | 67 |
| At 30 June 2010 | 1,045 | 319 | - | 657 | 17 | 2,038 |
| Credited/(charged) | ||||||
| - to profi t or loss | 87 | 83 | - | (338) | (16) | (184) |
| - to other comprehensive income | - | - | - | - | - | - |
| - directly to equity | - | - | - | 202 | 40 | 242 |
| At 30 June 2011 | 1,132 | 402 | - | 521 | 41 | 2,096 |
16 Non-Current Assets – Investments in Subsidiaries and Associates
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Investments in associates | 34 | - | - | 35,296 | 35,304 |
| Investments in subsidiaries | 31(e), 35 | - | - | 189,381 | 128,944 |
| - | - | 224,677 | 164,248 |
17 Non-Current Assets – Property, Plant and Equipment
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Cost | 16,210 | 12,027 | 6,749 | 5,696 |
| Accumulated depreciation | (5,635) | (4,015) | (3,224) | (2,437) |
| 10,575 | 8,012 | 3,525 | 3,259 | |
| Movement in property, plant and equipment: | ||||
| Property, plant and equipment: | ||||
| Cost | 11,354 | 6,355 | 5,696 | 4,793 |
| Accumulated depreciation | (4,015) | (2,646) | (2,437) | (1,766) |
| Carrying amount at 1 July | 7,339 | 3,709 | 3,259 | 3,027 |
| Additions | 2,026 | 1,797 | 1,053 | 903 |
| Transfer in from 'property under construction' | - | 3,311 | - | - |
| Disposals | - | (12) | - | - |
| Depreciation | (1,620) | (1,466) | (787) | (671) |
| Carrying amount at 30 June | 7,745 | 7,339 | 3,525 | 3,259 |
| Movement in property under construction: | ||||
| Property under construction: | ||||
| Cost | 673 | 3,766 | - | - |
| Carrying amount at 1 July | 673 | 3,766 | - | - |
| Additions | 2,157 | 218 | - | - |
| Transfer to 'property, plant and equipment ' | - | (3,311) | - | - |
| Carrying amount at 30 June | 2,830 | 673 | - | - |
| Total carrying amount at 30 June | 10,575 | 8,012 | 3,525 | 3,259 |
Refer to note 21(b) for information on non-current assets pledged as security by the Parent Entity and its controlled entities.
18 Non-Current Assets – Intangible Assets
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Cost | 881 | - | 881 | - |
| Accumulated amortisation | (5) | - | (5) | - |
| 876 | - | 876 | - | |
| Movement in intangible assets: | ||||
| Management rights: | ||||
| Carrying amount at 1 July | - | - | - | - |
| Additions | 881 | - | 881 | - |
| Amortisation charge | (5) | - | (5) | - |
| Carrying amount at 30 June | 876 | - | 876 | - |
Amortisation of $5,000 (2010: $nil) is included in depreciation and amortisation expense in profi t or loss.
19 Payables (Current and Non-Current)
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | ||||
| Trade payables | 2,967 | 4,190 | 570 | 436 |
| Unearned income | 11,218 | 10,572 | - | - |
| GST payable | 4,141 | 1,837 | 487 | 358 |
| Accruals | 3,623 | 1,800 | 727 | 190 |
| Other payables | 8,422 | 6,649 | 4,744 | 4,561 |
| 30,371 | 25,048 | 6,528 | 5,545 | |
| Non-current | ||||
| Owing to controlled entities – note (a) | - | - | 2 | 2 |
| - | - | 2 | 2 | |
| Total payables | 30,371 | 25,048 | 6,530 | 5,547 |
(a) Terms and conditions on amounts owing to controlled entities are set out in note 31(e).
20 Land Vendor Liabilities (Current and Non-Current)
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | ||||
| Instalment for purchase of development property | 20,631 | 44,240 | - | - |
| Future interest component of deferred payment | (58) | (2,000) | - | - |
| 20,573 | 42,240 | - | - | |
| Non-current | ||||
| Instalment for purchase of development property | 35,870 | 25,574 | - | - |
| Future interest component of deferred payment | (10,077) | (7,550) | - | - |
| 25,793 | 18,024 | - | - | |
| Total land vendor liabilities | 46,366 | 60,264 | - | - |
The deferred payment terms for land vendor liabilities are disclosed in accordance with note 1(r). Generally, the land vendor holds the title over the property until settlement has occurred.
21 Borrowings (Current and Non-Current)
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | ||||
| Other loans – fi xed | 1,080 | 1,043 | 1,080 | 1,043 |
| 1,080 | 1,043 | 1,080 | 1,043 | |
| Non-current | ||||
| Bank loans – secured | 225,505 | 215,100 | - | - |
| Intercompany debt from Peet Treasury Pty Ltd | - | - | 6,865 | 2,617 |
| Other loans – fi xed | 2,610 | 3,690 | 2,610 | 3,690 |
| Convertible notes - unsecured | 44,981 | - | 44,981 | - |
| 273,096 | 218,790 | 54,456 | 6,307 | |
| Total borrowings | 274,176 | 219,833 | 55,536 | 7,350 |
Other loans
On 30 April 2009, Peet Limited entered into an agreement with the National Australia Bank for the payment of $5,900,000 for the close out of three interest rate swap contracts with a total notional value of $100,000,000.
In addition to the borrowings in the table above, the Group also has borrowings of $28,916,000 (2010: $nil) classifi ed as held for sale (note 12).
(a) Convertible Notes
The Parent Entity issued 500,000 convertible notes for $50 million on 16 June 2011. The notes are convertible into ordinary shares of the Parent Entity, at the option of the holder, or repayable on 16 June 2016. The conversion rate is 44.44 shares for each note held, which is based on a fi xed conversion price of $2.25 (subject to adjustment for certain dilutionary and other capital transactions). The convertible notes are presented in the balance sheet as follows:
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | ||
| Face value of notes issue | 50,000 | - | 50,000 | - | |
| Transaction cost of notes issue | (2,285) | - | (2,285) | - | |
| Other equity securities (net of transaction | |||||
| costs) – value of conversion rights | 25 | (2,763) | - | (2,763) | - |
| 44,952 | - | 44,952 | - | ||
| Interest expense1 | 6 | 211 | - | 211 | - |
| Interest paid/payable | (182) | - | (182) | - | |
| 29 | - | 29 | |||
| Non-current liability | 44,981 | - | 44,981 | - |
- Interest expense is calculated by applying the effective interest rate of 12.3% to the liability component.
21 Borrowings (Current and Non-Current) (continued)
(b) Assets pledged as security
The carrying amounts of assets pledged as security for secured current and non-current bank loans are:
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | ||
| Current assets | |||||
| First Mortgage | |||||
| Inventories | 10, 20 | 99,871 | 22,593 | - | 2 |
| Assets classifi ed as held for sale | 12 | 68,493 | - | - | - |
| 168,364 | 22,593 | - | 2 | ||
| Floating Charge | |||||
| Cash and cash equivalents | 8 | 57,201 | 41,074 | 16,961 | 21,017 |
| Receivables | 9 | 67,752 | 51,220 | 53,046 | 44,531 |
| Assets classifi ed as held for sale | 12 | 733 | - | - | - |
| 125,686 | 92,294 | 70,007 | 65,548 | ||
| Total current assets pledged as security | 294,050 | 114,887 | 70,007 | 65,550 | |
| Non-current assets | |||||
| First Mortgage | |||||
| Inventories | 10, 20 | 275,186 | 335,535 | 9,828 | 6,931 |
| Floating Charge | |||||
| Receivables | 9 | 14,578 | 13,077 | 7,089 | 7,281 |
| Available for sale fi nancial assets | 14 | 462 | 257 | 462 | 257 |
| Investments in subsidiaries and associates | 16 | - | - | 224,677 | 164,248 |
| Property, plant and equipment | 17 | 10,575 | 8,012 | 3,525 | 3,259 |
| 25,615 | 21,346 | 235,753 | 175,045 | ||
| Total non-current assets pledged as security | 300,801 | 356,881 | 245,581 | 181,976 | |
| Total assets pledged as security | 594,851 | 471,768 | 315,588 | 247,526 |
The terms and conditions relating to the fi nancial assets are as follows:
Cash and cash equivalents are pledged against the bank overdraft on an ongoing fl oating basis for the terms of the bank overdraft's maturity.
Receivables, available for sale fi nancial assets and investments in subsidiaries and associates are pledged against secured bank loans to the extent that they are not already covered by valuations on inventories (land assets) and plant and equipment on a fl oating basis for the terms of the various secured loans.
21 Borrowings (Current and Non-Current) (continued)
(c) Financing arrangements
A summary of the Group's fi nancing facilities are below:
| CONSOLIDATED | ||
|---|---|---|
| 2011 | 2010 | |
| $'000 | $'000 | |
| Total facilities | ||
| Bank loan facilities | 308,083 | 291,823 |
| Bank guarantees | 32,607 | 25,910 |
| Credit cards | 75 | 75 |
| 340,765 | 317,808 | |
| Used at balance date | ||
| Bank loan facilities | 258,111 | 219,833 |
| Bank guarantees | 17,655 | 18,130 |
| Credit cards | 17 | 20 |
| 275,783 | 237,983 | |
| Unused at balance date | ||
| Bank loan facilities | 51,972 | 71,990 |
| Bank guarantees | 12,952 | 7,780 |
| Credit cards | 58 | 55 |
| 64,982 | 79,825 |
Parent Entity facilities are not disclosed as the Parent Entity does not transact with fi nancial institutions in its own right, but rather Peet Treasury Pty Limited, a wholly owned subsidiary of Peet Limited, manages the Group's treasury function.
The terms and conditions of the Consolidated Entity's borrowing facilities are as follows:
| TYPE OF FACILITY | LIMIT$'000 | MATURITY DATE |
|---|---|---|
| Revolving Multi-Option Facility | 250,000 | 30 Jun 2014 |
| Bank Guarantee Facility | 25,000 | 30 Jun 2014 |
| Revolving Multi-Option Facility – Joint Venture | 19,393 | 30 Jun 2014 |
| Bank Guarantee Facility – Joint Venture | 607 | 30 Jun 2014 |
| Bank Guarantee Facility | 5,000 | 30 Jun 2014 |
| Business credit card facility | 75 | 30 Jun 2014 |
| Fixed Interest Loan | 3,690 | 29 Apr 2016 |
| Cash Facility | 35,000 | 1 Dec 2012 |
| Bank Guarantee Facility | 2,000 | 1 Dec 2012 |
(d) Interest rate risk and liquidity risk
Details regarding liquidity and interest rate risk are disclosed in note 2(c) and 2(d).
(e) Fair value
Details of the fair value of the borrowings are disclosed in note 2(e).
22 Provisions (Current and Non-Current)
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Current | ||||
| Rebates – note (a) | 1,628 | 2,340 | 3 | 54 |
| Employee entitlements - long service leave - note (b) | 341 | 300 | 327 | 295 |
| 1,969 | 2,640 | 330 | 349 | |
| Non-current | ||||
| Employee entitlements - long service leave - note (b) | 153 | 90 | 149 | 83 |
| Total provisions | 2,122 | 2,730 | 479 | 432 |
Movements in the provision for rebates during the fi nancial year are set out below:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Carrying amount at 1 July | 2,340 | 5,179 | 54 | 448 |
| Charged/(credited) to the income statement | ||||
| - Additional provision recognised | 1,537 | 2,627 | - | - |
| - Paid during the year | (1,861) | (2,864) | - | (115) |
| - Expired during the year | (388) | (2,602) | (51) | (279) |
| Carrying amount at 30 June | 1,628 | 2,340 | 3 | 54 |
(a) Rebates
Once the Group and the Parent Entity sells lots, purchasers may become entitled to a rebate for fencing and landscaping. In general, the Group expects that rebates will be claimed within 12 to 18 months of the purchased lots settling.
(b) Long service leave
Refer to note 1(v)(ii) for the relevant accounting policy and a discussion of the signifi cant estimates and assumptions applied in the measurement of this provision.
23 Non-Current Liabilities – Deferred Tax Liabilities
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | ||
| The balance comprises temporary differences attributable to: | |||||
| Borrowing and interest costs | 18,780 | 16,707 | 429 | 306 | |
| Accrued income | 14,502 | 9,838 | 7,280 | 6,399 | |
| Cash fl ow hedges | 334 | 362 | - | 362 | |
| Convertible notes | 810 | - | 810 | - | |
| Depreciation | 91 | 70 | 119 | 96 | |
| Total deferred tax liabilities | 34,517 | 26,977 | 8,638 | 7,163 | |
| Set-off against deferred tax assets pursuant | |||||
| to set-off provisions | 15 | (12,385) | (2,994) | (2,096) | (2,038) |
| Net deferred tax liabilities | 22,132 | 23,983 | 6,542 | 5,125 | |
| Deferred tax liabilities to be settled within | |||||
| 12 months | 14,502 | 9,838 | 7,280 | 6,399 | |
| Deferred tax liabilities to be settled after more | |||||
| than 12 months | 20,015 | 17,139 | 1,358 | 764 | |
| 34,517 | 26,977 | 8,638 | 7,163 |
| CONSOLIDATED | ||||||
|---|---|---|---|---|---|---|
| MOVEMENTS | Borrowing andInterest Costs$'000 | AccruedIncome$'000 | Cash FlowHedges$'000 | ConvertibleNotes$'000 | Other$'000 | Total$'000 |
| At 1 July 2009 | 13,729 | 7,168 | 1,821 | - | 823 | 23,541 |
| Charged/(credited) | ||||||
| - to profi t or loss | 2,978 | 2,670 | (989) | - | (753) | 3,906 |
| - to other comprehensive income | - | - | (470) | - | - | (470) |
| - directly to equity | - | - | - | - | - | - |
| At 30 June 2010 | 16,707 | 9,838 | 362 | - | 70 | 26,977 |
| Charged/(credited) | ||||||
| - to profi t or loss | 2,073 | 4,664 | (432) | (59) | 21 | 6,267 |
| - to other comprehensive income | - | - | 387 | - | - | 387 |
| - directly to equity | - | - | 17 | 869 | - | 886 |
| At 30 June 2011 | 18,780 | 14,502 | 334 | 810 | 91 | 34,517 |
| PARENT | ||||||
|---|---|---|---|---|---|---|
| MOVEMENTS | Borrowing andInterest Costs$'000 | AccruedIncome$'000 | Cash FlowHedges$'000 | ConvertibleNotes$'000 | Other$'000 | Total$'000 |
| At 1 July 2009 | 234 | 6,339 | 1,821 | - | 209 | 8,603 |
| Charged/(credited) | ||||||
| - to profi t or loss | 72 | 60 | (989) | - | (113) | (970) |
| - to other comprehensive income | - | - | (470) | - | - | (470) |
| - directly to equity | - | - | - | - | - | - |
| At 30 June 2010 | 306 | 6,399 | 362 | - | 96 | 7,163 |
| Charged/(credited) | ||||||
| - to profi t or loss | 123 | 881 | (432) | (59) | 23 | 536 |
| - to other comprehensive income | - | - | 70 | - | - | 70 |
| - directly to equity | - | - | - | 869 | - | 869 |
| At 30 June 2011 | 429 | 7,280 | - | 810 | 119 | 8,638 |
24 Contributed Equity
| (a) Share capital | ||
|---|---|---|
| -- | -- | ------------------- |
| CONSOLIDATED AND PARENT ENTITY | ||||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| SHARES | SHARES | $'000 | $'000 | |
| Paid up capital | ||||
| Ordinary shares – fully paid | 318,038,544 | 300,681,486 | 201,291 | 176,025 |
Movements in ordinary share capital
| 1 July 2009Opening balance294,087,378163,3541 July 2009Transfer of exercised options (prior periods)-49828 July 2009Exercise of optionsc40,0004828 July 2009Transfer of exercised options-831 October 2009Dividend Reinvestment Pland5,237,0709,27016 April 2010Dividend Reinvestment Pland1,317,0383,003Less: Transaction costs arising on share issuee(223)Deferred tax credit recognised directly in equity(note 15)6730 June 2010Balance300,681,486176,02518 October 2010Dividend Reinvestment Pland2,284,3184,15720 April 2011Dividend Reinvestment Pland888,4401,58130 June 2011Institutional Share Purchase Planf11,210,99215,80830 June 2011Retail Share Purchase Planf2,973,3084,192Less: Transaction costs arising on share issuee(674)Deferred tax credit recognised directly in equity(note 15)20230 June 2011Balance318,038,544201,291 | DATE | DETAILS | NUMBEROF SHARES | $'000 |
|---|---|---|---|---|
(b) Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Parent Entity in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share held is entitled to one vote.
(c) Options
Information relating to the Peet Limited Employee Share Option Plan, including details of the options issued, exercised and lapsed during the fi nancial year and options outstanding at the end of the fi nancial year, is set out in note 38.
(d) Dividend Reinvestment Plan (DRP)
The Company's DRP provided shareholders with an opportunity to acquire additional shares in the Company during the year.
24 Contributed Equity (continued)
(e) Transaction costs
The transaction costs represent the costs of issuing the shares under the Share Purchase Plan.
(f) Share Purchase Plan
On 1 June 2011, the Company announced a $20 million fully underwritten share purchase plan (SPP). The SPP allowed existing eligible Peet Limited shareholders to acquire up to a maximum of $15,000 worth of fully paid ordinary shares in Peet Limited.
(g) Capital risk management
The Group's and the Parent Entity's objectives when managing capital are to safeguard their ability to continue as a going concern, so that it can continue to provide returns to shareholders and benefi ts for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group and the Parent Entity monitor capital on the basis of the gearing ratio. This ratio is calculated as total interest bearing liabilities (including deferred payment obligations) less cash divided by total assets adjusted for market value net of cash and cash equivalents less intangible assets. At 30 June 2011, the gearing ratio was 33.5% (2010: 36.0%).
25 Reserves and Retained Profi ts
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Reserves | ||||
| Cash fl ow hedges reserve | 526 | (254) | (91) | (254) |
| Share-based payments reserve | 2,364 | 1,621 | 2,364 | 1,621 |
| Convertible notes reserve | 1,934 | - | 1,934 | - |
| Non-controlling interest reserve | 196 | - | - | - |
| 5,020 | 1,367 | 4,207 | 1,367 | |
| Movements | ||||
| Cash fl ow hedges reserve | ||||
| Balance 1 July | (254) | 841 | (254) | 841 |
| Revaluation – gross | (269) | (4,863) | (1,208) | (4,863) |
| Transfer to profi t and loss | 1,441 | 3,298 | 1,441 | 3,298 |
| Associates - cash fl ow hedges reserve | (58) | - | - | - |
| Deferred tax | (334) | 470 | (70) | 470 |
| Balance 30 June | 526 | (254) | (91) | (254) |
| Share-based payments reserve | ||||
| Balance 1 July | 1,621 | 1,319 | 1,621 | 1,319 |
| Option expense | 743 | 808 | 743 | 808 |
| Transfer of exercised options | - | (506) | - | (506) |
| Balance 30 June | 2,364 | 1,621 | 2,364 | 1,621 |
| Convertible notes reserve | ||||
| Balance 1 July | - | - | - | - |
| Revaluation – gross | 2,895 | - | 2,895 | - |
| Transaction cost of issue | (132) | - | (132) | - |
| Deferred tax | (829) | - | (829) | - |
| Balance 30 June | 1,934 | - | 1,934 | - |
| Non-controlling interest reserve | ||||
| Balance 1 July | - | - | - | - |
| Gain on disposal of ownership in Peet subsidiary | 349 | - | - | - |
| Transaction cost of share issue of subsidiary | (218) | - | - | - |
| Deferred tax | 65 | - | - | - |
| Balance 30 June | 196 | - | - | - |
Cash fl ow hedges reserve
The cash fl ow hedging reserve is used to record gains or losses on a hedging instrument in a cash fl ow hedge that is recognised directly in equity, as described in note 1(m). Amounts are recognised in profi t and loss when the associated hedged transaction affects profi t and loss.
Share-based payments reserve
The share-based payments reserve is used to recognise the fair value of options granted.
25 Reserves and Retained Profi ts (continued)
Convertible notes reserve
The convertible notes reserve is used to recognise the value of the conversion rights relating to the 9.5% convertible notes, details of which are shown in note 21(a).
Non-controlling interest reserve
This reserve is used to record the differences described in note 1(b)(iv) which may arise as a result of transactions with non-controlling interests that do not result in a loss of control.
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Retained profi ts | |||||
| Retained profi ts at the beginning of thefi nancial year | 55,520 | 37,149 | 51,778 | 9,920 | |
| Profi t for the year | 22,147 | 42,111 | 12,579 | 65,598 | |
| Dividends provided for or paid | 26 | (25,649) | (23,740) | (25,649) | (23,740) |
| Retained profi ts at the end of the fi nancial year | 52,018 | 55,520 | 38,708 | 51,778 |
26 Dividends
(a) Dividends paid
| TOTAL | ||||
|---|---|---|---|---|
| CENTS | AMOUNT | DATE OF | FRANKED/ | |
| PER SHARE | $'000 | PAYMENT | UNFRANKED | |
| 2011 | ||||
| Interim 2011 ordinary | 4.00 | 12,118 | 20 April 2011 | Franked |
| Final 2010 ordinary | 4.50 | 13,531 | 15 October 2010 | Franked |
| Total amount | 8.50 | 25,649 | ||
| 2010 | ||||
| Interim 2010 ordinary | 4.00 | 11,975 | 16 April 2010 | Franked |
| Final 2009 ordinary | 4.00 | 11,765 | 8 October 2009 | Franked |
| Total amount | 8.00 | 23,740 |
Franked dividends declared or paid during the year were fully franked at the tax rate of 30%.
(b) Dividends not recognised at year end
After the balance date the following dividends were proposed by the Directors.
| Final 2011 ordinary | 4.50 | 14,312 | 18 October 2011 | Franked |
|---|---|---|---|---|
| PER SHARE | $'000 | PAYMENT | UNFRANKED | |
| CENTS | TOTALAMOUNT | DATE OF | FRANKED/ | |
The fi nancial effect of the dividend declared subsequent to reporting date has not been brought to account in the fi nancial statements for the year ended 30 June 2011 and will be recognised in subsequent fi nancial reports. The declaration and subsequent payment of this dividend have no income tax consequences.
26 Dividends (continued)
(c) Dividend Reinvestment Plan (DRP)
The Company's DRP which provides shareholders with an opportunity to acquire shares in the Company remains in place. This provides shareholders with the choice of reinvesting some or all of their dividends in shares (at a discount) rather than receiving those dividends in cash.
(d) Dividend franking account
| PARENT ENTITY | ||
|---|---|---|
| 2011 | 2010 | |
| $'000 | $'000 | |
| The amount of franking credits available for the subsequent fi nancial year are: | ||
| (a) Franking account balance as at the end of the fi nancial year at 30% (2010: 30%) | 3,043 | 2,451 |
| (b) Franking credits that will arise from the payment of income tax payable | 3,171 | 1,110 |
| 6,214 | 3,561 |
The ability to utilise the franking credits is dependent upon there being suffi cient available profi ts to declare dividends. The impact on the dividend franking account of the dividend proposed subsequent to year end but not recognised as a liability is to reduce it by $6,134,000 (2010: $5,799,000). In accordance with the tax consolidation legislation, the Company as the head entity in the tax consolidated group has assumed all franking credits from all entities within the tax consolidated group.
27 Remuneration of Auditors
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $ | $ | $ | $ | |
| Audit services | ||||
| Audit and review of fi nancial reports and other audit workunder the Corporations Act 2001 | ||||
| PricewaterhouseCoopers Australian fi rm | 234,210 | 218,730 | 234,210 | 218,730 |
| Non-PricewaterhouseCoopers audit fi rms | 14,111 | - | - | - |
| Total remuneration for audit services | 248,321 | 218,730 | 234,210 | 218,730 |
| Other assurance services | ||||
| PricewaterhouseCoopers Australian fi rm | 112,073 | 79,038 | 112,073 | 79,038 |
| Non-PricewaterhouseCoopers audit fi rms | 56,240 | 37,116 | 51,290 | 37,116 |
| Total remuneration for other assurance services | 168,313 | 116,154 | 163,363 | 116,154 |
| Total remuneration for audit and other assurance services | 416,634 | 334,884 | 397,573 | 334,884 |
| Taxation services | ||||
| Tax compliance services including review of Company incometax returns | ||||
| PricewaterhouseCoopers Australian fi rm | 72,000 | 70,549 | 72,000 | 65,500 |
| Non-PricewaterhouseCoopers tax fi rms | 3,050 | 18,193 | - | 18,193 |
| Total remuneration for taxation services | 75,050 | 88,742 | 72,000 | 83,693 |
28 Contingencies
Contingent liabilities
Details of the estimated maximum amounts of contingent liabilities (for which no amounts are recognised in the fi nancial statements) are as follows:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Underwriting obligations outstanding | 13,947 | 11,197 | 13,947 | 11,197 |
| Bank guarantees outstanding | 17,655 | 18,130 | 4,446 | 4,706 |
| 31,602 | 29,327 | 18,393 | 15,903 |
The Directors are not aware of any circumstances or information, which would lead them to believe that these contingent liabilities will eventuate and consequently no provisions are included in the accounts in respect of these matters.
Contingent assets
The Directors are not aware of any circumstances or information pertaining to the existence or possible existence of any contingent assets.
29 Commitments
Operating Leases
Commitments in relation to operating lease expenditure contracted for at balance sheet date but not provided for in the fi nancial statements:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Payable: | ||||
| - Not later than one year | 1,969 | 1,565 | 1,969 | 1,565 |
| - Later than one year but not later than fi ve years | 4,031 | 4,666 | 4,031 | 4,666 |
| - Later than fi ve years | - | - | - | - |
| 6,000 | 6,231 | 6,000 | 6,231 |
The Consolidated Entity leases premises at Levels 7 and 8, 200 St George's Terrace (2010: Level 7, 200 St George's Terrace), Perth; Level 3, 492 St Kilda Road, Melbourne and Level 2, 167 Eagle Street, Brisbane under non-cancellable operating leases with commitments expiring from between one to fi ve years. Leases generally provide the Consolidated Entity with a right of renewal at which time all terms are renegotiated.
Other commitments
As at 30 June 2011 the Group had commitments of $43,500,000 being the balance of funds for the subscription of shares due from Peet No 130 Pty Limited (wholly owned subsidiary of Peet Limited) to Peet Flagstone City Pty Limited of $42,750,000 plus $750,000 due from Peet No 130 Pty Limited to MTAA Flagstone in accordance with the terms of the Development and Marketing agreement for the Flagstone West property.
30 Key Management Personnel Disclosures
(a) Directors
The following persons were Directors of the Company during the fi nancial year:
Non-executive Chairman
AW Lennon
Non-executive Directors
SF Higgs GW Sinclair WD Hemsley (resigned 30 March 2011)
Executive Directors
BD Gore AJ Lennon
(b) Other key management personnel
The following persons also had authority and responsibility for planning and controlling the activities of the Group, directly or indirectly, during the fi nancial year:
| Name | Position |
|---|---|
| D Cooper | Chief Operating Offi cer |
| P Dumas | Head of Funds Management |
| D Scafetta | Group Company Secretary |
| M Pisano | Chief Financial Offi cer (resigned 23 December 2010) |
M Dolin was appointed to the position of Chief Financial Offi cer on 6 July 2011.
(c) Directors and other key management personnel compensation
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$ | 2010$ | 2011$ | 2010$ | |
| Short-term employee benefi ts | 4,053,330 | 4,045,373 | 4,053,330 | 4,045,373 |
| Post employment benefi ts | 138,968 | 151,981 | 138,968 | 151,981 |
| Share-based payments | 682,307 | 554,849 | 682,307 | 554,849 |
| 4,874,605 | 4,752,203 | 4,874,605 | 4,752,203 |
Detailed remuneration disclosures are provided in note 14 within the Directors' Report.
30 Key Management Personnel Disclosures (continued)
(d) Equity instrument disclosures relating to Directors and other key management personnel
Option and performance rights provided as remuneration
Details of options and performance rights provided as remuneration, together with terms and conditions of the options and performance rights, can be found in the remuneration report on pages 43 to 47.
Option and performance rights holdings
The number of options and performance rights over unissued ordinary shares in the Company held during the fi nancial year by each Director of the Company and each of the other key management personnel of the Group, including their personally related entities, are set out below:
| Balance atthe start ofthe year | Grantedduring theyear | Exercisedduring theyear | Lapsedduring theyear | Balance atthe end ofthe year | Vested andexercisableat the end ofthe year | ||
|---|---|---|---|---|---|---|---|
| Directors | |||||||
| AW Lennon | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| SF Higgs | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| GW Sinclair | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| BD Gore | 2011 | 3,659,121 | 826,045 | - | (170,000) | 4,315,166 | - |
| 2010 | 2,790,000 | 869,121 | - | - | 3,659,121 | 170,000 | |
| AJ Lennon | 2011 | 435,000 | 230,343 | - | - | 665,343 | - |
| 2010 | 435,000 | - | - | - | 435,000 | - | |
| WD Hemsley1 | 2011 | - | - | - | - | - | - |
| 2010 | - | - | - | - | - | - | |
| Other key management personnel | |||||||
| D Cooper | 2011 | 692,669 | 244,898 | - | - | 937,567 | - |
| 2010 | 435,000 | 257,669 | - | - | 692,669 | - | |
| P Dumas | 2011 | 608,466 | 239,067 | - | - | 847,533 | - |
| 2010 | 360,000 | 248,466 | - | - | 608,466 | - | |
| D Scafetta | 2011 | 342,699 | 116,618 | - | - | 459,317 | - |
| 2010 | 220,000 | 122,699 | - | - | 342,699 | - | |
| M Pisano2 | 2011 | 447,699 | - | - | (447,699) | - | - |
| 2010 | 325,000 | 122,699 | - | - | 447,699 | - | |
-
Resigned 30 March 2011.
-
Resigned 23 December 2010.
During the fi nancial year nil options (2010: nil) were exercised by Directors or other key management personnel.
30 Key Management Personnel Disclosures (continued)
(d) Equity instrument disclosures relating to Directors and other key management personnel (continued)
Share holdings
The number of shares in the Company held during the fi nancial year by each Director of the Company and each of the other key management personnel of the Group, including their personally related entities, are set out below:
| Balance at the startof the year | Received during theyear on the exerciseof options | Other changesduring the year | Balance at theend of the year | ||
|---|---|---|---|---|---|
| Directors | |||||
| AW Lennon1 | 2011 | 80,141,446 | - | 1,012,210 | 81,153,656 |
| 2010 | 78,548,323 | - | 1,593,123 | 80,141,446 | |
| SF Higgs | 2011 | 400,000 | - | - | 400,000 |
| 2010 | 800,000 | - | (400,000) | 400,000 | |
| GW Sinclair | 2011 | 79,000 | - | - | 79,000 |
| 2010 | 79,000 | - | - | 79,000 | |
| BD Gore | 2011 | - | - | - | - |
| 2010 | - | - | - | - | |
| AJ Lennon1 | 2011 | 934,420 | - | 42,379 | 976,799 |
| 2010 | 829,393 | - | 105,027 | 934,420 | |
| WD Hemsley2 | 2011 | 20,663,600 | - | (20,663,600) | - |
| 2010 | 20,663,600 | - | - | 20,663,600 |
Other Key Management Personnel
| D Cooper | 2011 | 4,000 | - | - | 4,000 |
|---|---|---|---|---|---|
| 2010 | 4,000 | - | - | 4,000 | |
| P Dumas | 2011 | - | - | - | - |
| 2010 | - | - | - | - | |
| D Scafetta | 2011 | 284,000 | - | - | 284,000 |
| 2010 | 284,000 | - | - | 284,000 | |
| M Pisano3 | 2011 | - | - | - | - |
| 2010 | - | - | - | - |
-
AW Lennon and AJ Lennon are benefi ciaries of the Gwenton Trust, which is a discretionary family trust. AW Lennon holds 15,188 shares in his own name, and 37,495 shares as a joint trustee for the Trofi e Superfund. The remaining 81,100,973 shares are held in the name of Scorpio Nominees Pty Ltd as trustee for the Gwenton Trust. AW Lennon is a Director and shareholder of Scorpio Nominees Pty Ltd.
-
WD Hemsley resigned 30 March 2011, accordingly his shareholding is no longer required to be reported.
-
Resigned 23 December 2010.
31 Related Parties
(a) Parent Entity
Peet Limited is the ultimate Australian Parent Entity.
(b) Controlled entities
Interests in signifi cant controlled entities are set out in note 35. Interests held in associates and jointly controlled entities are set out in note 34.
(c) Key management personnel
Details relating to the key management personnel, including remuneration paid, are included in note 30.
(d) Transactions with related parties
Transactions with subsidiaries
Transactions between the Company and other entities in the wholly owned Group consisted of loans advanced and distributions received from subsidiaries. There are no interest charges or fi xed terms for the repayment of loans advanced by the Company.
During the year ended 30 June 2011 the Company derived the following revenue and fees from its subsidiaries:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $ | $ | $ | $ | |
| Dividend revenue | - | - | - | 50,530,154 |
Tax consolidation regime
The Company has recognised $15,002,239 (2010: $16,837,496) in respect to its subsidiaries' contributions towards the Group's tax obligations as set out in the tax sharing and funding agreement.
The Company has recognised a tax consolidation distribution from wholly owned tax consolidated entities for the year ended 30 June 2011 of $4,974,134 (2010: $5,095,765). The tax consolidation distribution arose as a result of a transfer of tax losses to the Parent Entity for no compensation and is included as other income of the Parent Entity.
31 Related Parties (continued)
(d) Transactions with related parties (continued)
Transactions with associates and jointly controlled entities
During the year ended 30 June 2011, the Company derived the following revenue and fees from associates and jointly controlled entities:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $ | $ | $ | $ | |
| Revenue from sale of land | 6,700,000 | 32,050,000 | - | - |
| Project management and performance fees | 43,399,675 | 34,190,047 | 35,812,977 | 33,833,921 |
| Syndicate underwriting and capital raising fees | 1,603,005 | 1,179,212 | 2,153,005 | 1,179,212 |
| Syndicate administration fees | 1,155,426 | 1,169,875 | 1,182,926 | 1,169,875 |
| Dividends | 235,037 | 167,268 | 235,037 | 167,268 |
| Interest | 2,808,771 | 733,287 | 1,754,377 | 728,931 |
| 55,901,914 | 69,489,689 | 41,138,322 | 37,079,207 |
(e) Outstanding balances
Aggregate amounts of advances receivable from and payable to subsidiaries at balance date are as follows:
| PARENT ENTITY | |||
|---|---|---|---|
| NOTES | 2011 | 2010 | |
| $ | $ | ||
| Payable to subsidiaries | |||
| Non-current | 19 | 1,767 | 1,767 |
| Receivable from subsidiaries | |||
| Current | |||
| Tax funding agreement | 9 | 8,941,135 | 7,518,643 |
| Trade and sundry debtors | 2,872,208 | 2,579,077 | |
| 11,813,343 | 10,097,720 | ||
| Non-current | |||
| Loans to subsidiaries - note (i) | 16 | 189,381,018 | 128,943,977 |
| Total receivable from subsidiaries | 201,194,361 | 139,041,697 |
(i) The amounts owing are unsecured, interest free and repayable on demand however it is not anticipated that these amounts will be requested for repayment within the next twelve months. The purpose of the advances to the various entities is to allow the purchase and potential development of broad acre land and is considered a part of the project management services performed by the parent for its subsidiaries.
31 Related Parties (continued)
(e) Outstanding balances (continued)
| PARENT ENTITY | ||
|---|---|---|
| 2011 | 2010 | |
| $ | $ | |
| Movements in loans to subsidiaries | ||
| Beginning of the year | 128,943,977 | 31,621,935 |
| Loans advanced | 116,257,355 | 174,106,428 |
| Loan repayments received | (60,068,402) | (79,402,027) |
| Notional debt allocation | 4,248,088 | 2,617,641 |
| End of year | 189,381,018 | 128,943,977 |
Aggregate amounts receivable from associates and jointly controlled entities at balance date are as follows:
| CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|
| NOTES | 2011 | 2010 | 2011 | 2010 | |
| $ | $ | $ | $ | ||
| Current | |||||
| Trade and other receivables | 31,240,774 | 22,169,464 | 29,636,294 | 22,343,603 | |
| Loans to associates and jointly | |||||
| controlled entities | 9 | 28,086,124 | 12,613,841 | 8,955,118 | 11,033,841 |
| 59,326,898 | 34,783,305 | 38,591,412 | 33,377,444 | ||
| Non-current | |||||
| Loans to associates and jointly | |||||
| controlled entities | 9 | 11,656,141 | 11,755,337 | 7,089,430 | 7,280,981 |
| Total amount owing by associates and | |||||
| jointly controlled entities | 70,983,039 | 46,538,642 | 45,680,842 | 40,658,425 | |
| Movements in loans to associates and jointly controlled entities | |||||
| Beginning of the year | 24,369,178 | 690,412 | 18,314,822 | 690,412 | |
| Loans advanced to associates and | |||||
| jointly controlled entities | 31,926,950 | 17,271,287 | 12,058,589 | 17,266,931 | |
| Loan repayments from associates and | |||||
| jointly controlled entities | (21,711,799) | (56,412) | (14,531,799) | (56,412) | |
| Vendor fi nance | 4,955,000 | 6,050,000 | - | - | |
| Other | 202,936 | 413,891 | 202,936 | 413,891 | |
| End of year | 39,742,265 | 24,369,178 | 16,044,548 | 18,314,822 |
Outstanding balances
Trade and other receivables include amounts owing by associates and jointly controlled entities in respect of project management fees, performance fees and accrued commission receivable on sales. Unless otherwise agreed outstanding balances at year end are unsecured, interest free and repayable on demand. There have been no guarantees provided or received for any related party receivable.
31 Related Parties (continued)
(e) Outstanding balances (continued)
The Group has agreed to provide certain associates of the Group with short-term working capital loan facilities on commercial terms. Details of these loans are as follows:
| LOAN | |||
|---|---|---|---|
| ASSOCIATE | FACILITY LIMIT | INTEREST RATE | EXPIRY DATE |
| 4% above BBSY | |||
| Peet Tri State Syndicate Limited | $13,000,000 | per annum | 2 April 2012 |
| 4% above BBSY | |||
| Peet Beachton Syndicate Limited | $13,000,000 | per annum | 2 October 2012 |
| 4% above BBSY | |||
| Peet Bayonet Head Syndicate Limited | $700,000 | per annum | 2 October 2012 |
| 4% above BBSY | |||
| Peet Forrestdale Syndicate Limited | $1,500,000 | per annum | 2 October 2012 |
During the year the Group provided fi nancial support of $2,204,000 (2010: $nil) to Peet & Co Casey Land Syndicate Limited. As at date of signing this report documentation in regards to the funds provided has yet to be fi nalised.
During the year the Group provided a bank guarantee facility to Peet Alkimos Pty Limited, an associate of the Group. The facility is for $5,000,000 and is due to expire in December 2012. A procurement fee equal to 6% per annum on the face value of all bank guarantees issued is payable by Peet Alkimos Pty Limited on the expiry of the agreement.
In July 2010 the Group provided to Peet Alkimos Pty Limited a second Subordinated Loan for the amount of $2,161,000. The loan is on commercial terms at an interest rate of 14% per annum and is due to expire in October 2012. The Subordinated Loan was used to partially repay Peet Alkimos Pty Limited's bank facility. The fi rst Subordinated Loan (made in October 2009 for the amount of $2,130,000) remains in place at an interest rate of 10% per annum, and is due to expire October 2012.
The Group has provided a loan of $5,522,000 (2010: $5,522,000) to Peet Caboolture Syndicate Limited. This loan represents Peet's 20% towards repaying the syndicate's $27,610,000 debt facility, with the other shareholder also contributing funds. The loan is interest free (2010: interest free) with no fi xed expiry date.
The Group has also provided an additional loan of $100,000 (2010: $nil) to Peet Caboolture Syndicate Limited. This loan represents Peet's 20% proportional contribution towards project costs, with the other shareholder also contributing funds. The loan is on commercial terms at an interest rate of 4% above BBSY with no fi xed expiry date.
The Group provided a Guarantee and Indemnity to National Australia Bank in order for Peet Caboolture Syndicate Limited to receive an $11,000,000 bank guarantee facility from National Australia Bank. The facility enabled the syndicate to receive funding for the construction of an entry bridge into the project. Peet Limited is liable for 20% of any call made under the guarantee and indemnity, with the other shareholders liable for the remaining 80%.
Allowance for impairment loss on trade receivables
For the year ended 30 June 2011, the Group has not made any allowance for impairment losses relating to amounts owed by related parties as the payment history has been excellent (2010: $nil). An impairment assessment is undertaken each fi nancial year by examining the fi nancial position of the related party and the market in which the related party operates to determine whether there is objective evidence that a related party receivable is impaired. When such objective evidence exists, the Group recognises an allowance for impairment loss.
32 Matters Subsequent to the End of the Financial Year
On 25th July 2011 Peet No 130 Pty Limited (a wholly owned subsidiary of Peet Limited) paid an outstanding commitment due of $43,500,000. Refer to note 29 for further details.
No other matters or circumstances have arisen since the end of the fi nancial year, which have signifi cantly affected or may signifi cantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent fi nancial years.
33 Cash Flow Information
(a) Reconciliation of cash and cash equivalents
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011 | 2010 | 2011 | 2010 | |
| $'000 | $'000 | $'000 | $'000 | |
| Cash at bank and on hand | 57,201 | 26,558 | 16,961 | 6,501 |
| Term deposit | - | 14,516 | - | 14,516 |
| 57,201 | 41,074 | 16,961 | 21,017 |
Cash and cash equivalents as at the end of the fi nancial year as shown in the statement of cash fl ows is reconciled to the related items in the statement of fi nancial position as follows:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Balances as above | 57,201 | 41,074 | 16,961 | 21,017 |
| Asset classifi ed as held for sale - cash at bank | 705 | - | - | - |
| Balances per statement of cash fl ows | 57,906 | 41,074 | 16,961 | 21,017 |
33 Cash Flow Information (continued)
(b) Reconciliation of profi t after income tax to net cash infl ow from operating activities
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Profi t for the year | 22,206 | 42,111 | 12,579 | 65,598 |
| Add non-cash items: | ||||
| Depreciation | 1,620 | 1,466 | 787 | 671 |
| Amortisation of intangible assets | 5 | - | 5 | - |
| Write-down of investments | - | 11 | - | 11 |
| Write-down of inventories and development costs | 31,251 | 989 | 468 | 989 |
| Employee share-based payments | 743 | 808 | 743 | 808 |
| Equity accounting for investments in associates | 1,773 | 7 | - | - |
| Amortisation of closed out hedges | 1,441 | 3,298 | 1,441 | 3,298 |
| Convertible notes – effective Interest | 211 | - | 211 | - |
| Deduct other items: | ||||
| Dividend income classifi ed as cash fl ows from investing | (235) | (167) | (235) | (50,697) |
| Interest received classifi ed as cash fl ows from investing | (4,469) | (3,656) | (2,104) | (1,983) |
| Change in operating assets and liabilities during thefi nancial year: | ||||
| Increase in assets classifi ed as held for sale | (68,521) | - | - | - |
| (Increase)/decrease in receivables | (3,626) | (14,367) | (6,605) | 907 |
| (Increase)/decrease in inventories | (34,282) | 11,298 | (3,363) | (900) |
| Increase in tax liabilities | 2,061 | 9,408 | 2,061 | 9,408 |
| (Decrease)/increase in payables | (8,989) | (20,724) | 569 | 1,032 |
| (Decrease)/increase in provisions | (608) | (2,756) | 47 | (323) |
| (Decrease)/increase in deferred tax liabilities | (3,019) | 4,853 | 720 | (751) |
| Increase in liabilities directly associated with assets | ||||
| classifi ed as held for sale | 259 | - | - | - |
| Net cash (outfl ow)/infl ow from operating activities | (62,179) | 32,579 | 7,324 | 28,068 |
34 Investments in Associates and Jointly Controlled Entities
| OWNERSHIP INTEREST | CONSOLIDATED | PARENT ENTITY | ||||
|---|---|---|---|---|---|---|
| NAME OF ASSOCIATE OR JOINTLYCONTROLLED ENTITY | 2011% | 2010% | 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 |
| Peet & Co Casey Land Syndicate Limited | 0.54 | 0.54 | 12 | 18 | 10 | 10 |
| Peet Alkimos Pty Limited | 13.62 | 13.62 | 24,348 | 24,647 | 25,260 | 25,260 |
| Peet Baldivis Syndicate Limited | ||||||
| (in liquidation)1 | 0.39 | 0.39 | 1 | 2 | 1 | 2 |
| Peet Bayonet Head Syndicate Limited | 0.56 | 0.56 | - | 2 | 6 | 6 |
| Peet Beachton Syndicate Limited | 0.31 | 0.31 | 1 | 19 | 46 | 46 |
| Peet Botanic Village Syndicate Limited | 0.69 | 0.69 | 116 | 117 | 125 | 125 |
| Peet Byford Syndicate Limited | 0.15 | 0.15 | 12 | 12 | 13 | 13 |
| Peet Caboolture Syndicate Limited | 20.00 | 20.00 | 1,244 | 1,343 | 1,600 | 1,600 |
| Peet Cardinia Lakes Syndicate Limited | 0.21 | 0.21 | 40 | 38 | 42 | 42 |
| Peet Cranbourne Syndicate Limited | 1.56 | 1.56 | 277 | 289 | 311 | 311 |
| Peet Cranbourne Central Syndicate Limited | 0.05 | 0.05 | 9 | 9 | 10 | 10 |
| Peet Flagstone City Pty Limited2 | 50.00 | - | 4,606 | - | - | - |
| Peet Forrestdale Syndicate Limited | 0.70 | 0.70 | 16 | 14 | 23 | 23 |
| Peet Mandurah Syndicate Limited | 1.25 | 1.25 | 191 | 197 | 80 | 80 |
| Peet Mundijong Syndicate Limited | 0.22 | 0.22 | 51 | 50 | 52 | 52 |
| Peet Oakford Land Syndicate Limited | 0.37 | 0.37 | 6 | 6 | 7 | 7 |
| Peet Point Cook Kingsford Syndicate | 0.22 | 0.15 | 50 | 15 | 42 | 16 |
| Peet Tarneit Gardens Syndicate Limited | 1.29 | 1.29 | 142 | 141 | 91 | 91 |
| Peet Tarneit Rise Syndicate Limited | 0.33 | 0.33 | 29 | 54 | 22 | 50 |
| Peet Tri State Syndicate Limited | 24.43 | 24.43 | 3,910 | 5,268 | 7,270 | 7,270 |
| Peet Warner Lakes Syndicate Limited | 1.56 | 1.56 | 340 | 371 | 270 | 270 |
| Peet Windsor Park Syndicate Limited | 0.07 | 0.07 | 9 | 14 | 1 | 6 |
| Peet Yanchep Pty Limited2 | 50.00 | - | 700 | - | - | - |
| Other | 14 | 14 | 14 | 14 | ||
| 36,124 | 32,640 | 35,296 | 35,304 |
-
This syndicate's land development project came to a successful end and was placed in a members' voluntary liquidation.
-
These are jointly controlled entities accounted for using the equity method.
The Group has signifi cant infl uence over the property syndicates due to its key role as development manager.
(a) Movements in carrying amounts of investments in associates and jointly controlled entities
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Carrying amount at the beginning of thefi nancial year | 32,640 | 32,684 | 35,304 | 35,341 |
| Acquisitions | 5,336 | 5 | 30 | 5 |
| Disposals/capital returns | (38) | (42) | (38) | (42) |
| Share of loss after income tax (b) | (1,773) | (7) | - | - |
| Share of associate's reserves | (41) | - | - | - |
| Carrying amount at the end of the fi nancial year | 36,124 | 32,640 | 35,296 | 35,304 |
34 Investments in Associates and Jointly Controlled Entities (continued)
(b) Share of associates and jointly controlled entities loss
| CONSOLIDATED | ||
|---|---|---|
| 2011 | 2010 | |
| $'000 | $'000 | |
| Share of associates and jointly controlled entities loss (c) | (1,773) | (7) |
(c) Summarised fi nancial information of associates and jointly controlled entities
| AS AT 30 JUNE 2011 GROUP'S SHARE OF: | ||||
|---|---|---|---|---|
| NAME OF ASSOCIATE OR JOINTLY CONTROLLED ENTITY | Assets | Liabilities | Revenues | Profi t/(Loss) |
| $'000 | $'000 | $'000 | $'000 | |
| Peet & Co Casey Land Syndicate Limited | 44 | 32 | - | (6) |
| Peet Alkimos Pty Limited | 56,879 | 32,531 | 6,585 | (260) |
| Peet Baldivis Syndicate Limited (in liquidation)1 | 3 | 2 | 1 | - |
| Peet Bayonet Head Syndicate Limited | 28 | 28 | 5 | (5) |
| Peet Beachton Syndicate Limited | 71 | 70 | 1 | (16) |
| Peet Botanic Village Syndicate Limited | 185 | 69 | - | (1) |
| Peet Byford Syndicate Limited | 14 | 2 | - | - |
| Peet Caboolture Syndicate Limited | 7,888 | 6,644 | 2 | (98) |
| Peet Cardinia Lakes Syndicate Limited | 59 | 19 | 28 | 1 |
| Peet Cranbourne Syndicate Limited | 647 | 370 | - | (12) |
| Peet Cranbourne Central Syndicate Limited | 19 | 10 | - | - |
| Peet Flagstone City Pty Limited2 | 47,356 | 42,750 | 1 | 1 |
| Peet Forrestdale Syndicate Limited | 92 | 76 | - | 1 |
| Peet Mandurah Syndicate Limited | 398 | 207 | 147 | (5) |
| Peet Mundijong Syndicate Limited | 51 | - | 8 | 1 |
| Peet Oakford Land Syndicate Limited | 19 | 13 | - | - |
| Peet Point Cook Kingsford Syndicate | 73 | 23 | 53 | 11 |
| Peet Tarneit Gardens Syndicate Limited | 185 | 43 | 138 | 1 |
| Peet Tarneit Rise Syndicate Limited | 40 | 11 | 71 | 3 |
| Peet Tri State Syndicate Limited | 13,548 | 9,638 | 358 | (1,359) |
| Peet Warner Lakes Syndicate Limited | 588 | 248 | 621 | (30) |
| Peet Windsor Park Syndicate Limited | 22 | 13 | 36 | - |
| Peet Yanchep Pty Limited2 | 12,700 | 12,000 | - | - |
| 140,909 | 104,799 | 8,055 | (1,773) |
-
This syndicate's land development project came to a successful end and was placed in a members' voluntary liquidation.
-
These are jointly controlled entities accounted for using the equity method.
34 Investments in Associates and Jointly Controlled Entities (continued)
| AS AT 30 JUNE 2010 GROUP'S SHARE OF: | ||||
|---|---|---|---|---|
| NAME OF ASSOCIATE OR JOINTLY CONTROLLED ENTITY | Assets | Liabilities | Revenues | Profi t/(Loss) |
| $'000 | $'000 | $'000 | $'000 | |
| Peet & Co Casey Land Syndicate Limited | 28 | 11 | - | 1 |
| Peet Alkimos Pty Limited | 54,067 | 29,420 | 6 | (365) |
| Peet Bayonet Head Syndicate Limited | 31 | 28 | - | - |
| Peet Baldivis Syndicate Limited (in liquidation)1 | 4 | 2 | 7 | (7) |
| Peet Beachton Syndicate Limited | 66 | 47 | 18 | (49) |
| Peet Botanic Village Syndicate Limited | 177 | 60 | - | - |
| Peet Byford Syndicate Limited | 13 | 1 | - | - |
| Peet Caboolture Syndicate Limited | 7,270 | 5,927 | 4 | (24) |
| Peet Cardinia Lakes Syndicate Limited | 53 | 15 | 28 | (2) |
| Peet Cranbourne Syndicate Limited | 524 | 235 | - | (7) |
| Peet Cranbourne Central Syndicate Limited | 17 | 8 | - | - |
| Peet Forrestdale Syndicate Limited | 77 | 63 | - | (2) |
| Peet Mandurah Syndicate Limited | 356 | 159 | 329 | 71 |
| Peet Mundijong Syndicate Limited | 51 | 2 | - | - |
| Peet Oakford Land Syndicate Limited | 17 | 11 | - | - |
| Peet Point Cook Kingsford Syndicate | 49 | 34 | - | (2) |
| Peet Tarneit Gardens Syndicate Limited | 225 | 84 | 379 | 17 |
| Peet Tarneit Rise Syndicate Limited | 63 | 9 | 47 | (7) |
| Peet Tri State Syndicate Limited | 14,583 | 9,315 | 3,209 | 412 |
| Peet Warner Lakes Syndicate Limited | 643 | 238 | 492 | (46) |
| Peet Windsor Park Syndicate Limited | 22 | 8 | 23 | 3 |
| 78,336 | 45,677 | 4,542 | (7) |
(c) Summarised fi nancial information of associates and jointly controlled entities (continued)
- This syndicate's land development project came to a successful end and was placed in a members' voluntary liquidation.
35 Subsidiaries
Signifi cant investments in subsidiaries
The consolidated fi nancial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b):
| HOLDING | ||||
|---|---|---|---|---|
| NAME OF SUBSIDIARY | Place ofIncorporation | Class ofShare | 2011 | 2010 |
| % | % | |||
| At Cost | ||||
| Peet Innisfail Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Craigieburn Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Greenvale No 2 Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Southern JV Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Brigadoon Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Ashton Heights Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Queens Park JV Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Baldivis Heights Pty Limited | WA | Ordinary | 100 | 100 |
| Secure Living Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Skye Pty Limited | WA | Ordinary | 100 | 100 |
| Peet No 108 Pty Limited | WA | Ordinary | 100 | 100 |
| Peet No 112 Pty Limited | WA | Ordinary | 100 | 100 |
| Peet No 113 Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Treasury Pty | WA | Ordinary | 100 | 100 |
| Peet Estates (VIC) Pty Ltd | WA | Ordinary | 100 | 100 |
| Peet Development Management Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Estates (QLD) Pty Ltd | WA | Ordinary | 100 | 100 |
| Peet No 130 Pty Limited | WA | Ordinary | 100 | 100 |
| Peet Estates (WA) Pty Ltd | WA | Ordinary | 100 | 100 |
| Peet Yanchep Land Syndicate | WA | Trust Unit | 66.4 | 100 |
36 Interests in Jointly Controlled Operations
(a) Details of aggregate share of assets and liabilities of jointly controlled operations:
| CONSOLIDATED | ||
|---|---|---|
| 2011 | 2010 | |
| $'000 | $'000 | |
| The Village at Wellard | ||
| Total assets | 31,794 | 29,228 |
| Total liabilities | (22,063) | (23,717) |
| Net assets | 9,731 | 5,511 |
(b) Details of aggregate share of revenue, expenses and results of jointly controlled operations:
| CONSOLIDATED | ||
|---|---|---|
| 2011 | 2010 | |
| $'000 | $'000 | |
| The Village at Wellard | ||
| Revenue | 15,514 | 17,599 |
| Expenses | (9,487) | (13,154) |
| Profi t before income tax | 6,027 | 4,445 |
37 Earnings Per Share
(a) Earnings per share
| CONSOLIDATED | ||
|---|---|---|
| 2011 | 2010 | |
| CENTS | CENTS | |
| Basic earnings per share | 7.3 | 14.1 |
| Diluted earnings per share | 6.8 | 13.9 |
(b) Reconciliation of earnings used in calculating earnings per share
| CONSOLIDATED | ||
|---|---|---|
| 2011$'000 | 2010$'000 | |
| Basic earnings per share | ||
| Profi t attributable to the ordinary equity holders of the Company used incalculating basic earnings per share | 22,147 | 42,111 |
| Diluted earnings per share | ||
| Profi t attributable to the ordinary equity holders of the Company used incalculating basic earnings per share | 22,147 | 42,111 |
| Add: interest savings on convertible notes | 148 | - |
| Profi t attributable to the ordinary equity holders of the Company used incalculating diluted earnings per share | 22,295 | 42,111 |
(c) Weighted average number of shares used in the denominator
| CONSOLIDATED | |
|---|---|
| 2011 | 2010 |
| SHARES | SHARES |
| Weighted average number of ordinary shares used as the denominator | |
| in calculating of basic earnings per share302,404,570 | 298,928,054 |
| Adjustments for calculation of diluted earnings per share: | |
| 3,830,000Options | 4,530,000 |
| Convertible notes22,222,222 | - |
| Weighted average number of ordinary shares and potential ordinary shares | |
| used as the denominator in calculating diluted earnings per share328,456,792 | 303,458,054 |
38 Share-Based Payments
(a) Employee Share Option Plan (ESOP) and Performance Rights Plan (PRP)
The establishment of the Peet Limited ESOP was approved by the Board and shareholders during the 2004 fi nancial year and the Peet Limited PRP was approved by shareholders at the 2008 AGM. Employees of any Peet Group Company (including Executive Directors) will be eligible to participate in the ESOP and/or PRP at the discretion of the Board.
Invitations to apply for options and/or performance rights
Eligible employees, at the discretion of the Board, may be invited to apply for options and/or performance rights on terms and conditions to be determined by the Board including as to:
- the method of calculation of the exercise price of each option;
- the number of options and/or performance rights being offered and the maximum number of shares over which each option and/or performance rights is granted;
- the period or periods during which any of the options and/or performance rights may be exercised;
- the dates and times when the options and/or performance rights lapse;
- the date and time by which the application for options and/or performance rights must be received by Peet; and
- any applicable conditions which must be satisfi ed or circumstances which must exist before the options and/or performance rights may be exercised.
Eligible employees may apply for part of the options and/or performance rights offered to them, but only in specifi ed multiples.
Consideration
Unless the Board determines otherwise, no payment will be required for a grant of options and/or performance rights under the ESOP and/or PRP.
Exercise conditions
Generally, as a pre-condition to exercise, any exercise conditions in respect of an option and/or performance right must be satisfi ed. However, the Board has the discretion to enable an option and/or performance right holder to exercise options and/or performance rights where the exercise conditions have not been met, including, for example, where a court orders a meeting to be held in relation to a proposed compromise or arrangement in respect of the Company, or a resolution is passed or an order is made for winding up the Company.
Options granted under the ESOP and performance rights under the PRP carry no dividend or voting rights.
Lapse of options and performance rights
Unexercised options and/or performance rights will lapse upon the earlier to occur of a variety of events specifi ed in the rules of the ESOP and PRP, including, on the date or in circumstances specifi ed by the Board in the invitation, failure to meet the options' or performance rights' exercise conditions in the prescribed period or on the expiry date of options and/or performance rights, as determined by the Board.
38 Share-Based Payments (continued)
(a) Employee Share Option Plan (ESOP) and Performance Rights Plan (PRP) (continued)
Set out below are summaries of options and performance rights granted under the plans:
| BALANCE | LAPSED/ | |||||||
|---|---|---|---|---|---|---|---|---|
| AT START | GRANTED | EXERCISED | FORFEITED | BALANCE AT | EXERCISABLE | |||
| OF THE | DURING | DURING | DURING | END OF | AT END OF | |||
| GRANTDATE | EXPIRYDATE | EXERCISEPRICE | YEARNo. | THE YEARNo. | THE YEARNo. | THE YEARNo. | THE YEARNo. | THE YEARNo. |
| Consolidated and Parent Entity – 2011 | ||||||||
| Options | ||||||||
| 17 Aug 05 | 17 Aug 10 | $1.71 | 20,000 | - | - | (20,000) | - | - |
| 1 Sep 05 | 1 Sep 10 | $2.04 | 210,000 | - | - | (210,000) | - | - |
| 8 Feb 06 | 8 Feb 11 | $2.81 | 100,000 | - | - | (100,000) | - | - |
| 2 May 06 | 2 May 11 | $3.09 | 20,000 | - | - | (20,000) | - | - |
| 24 May 06 | 24 May 11 | $3.42 | 50,000 | - | - | (50,000) | - | - |
| 30 Nov 07 | 30 Nov 13 | $4.10 | 1,200,000 | - | - | - | 1,200,000 | - |
| 18 Dec 08 | 18 Dec 14 | $2.50 | 2,930,000 | - | - | (300,000) | 2,630,000 | - |
| 4,530,000 | - | - | (700,000) | 3,830,000 | - | |||
| Performance rights | ||||||||
| 18 Dec 08 | 18 Dec 14 | $0.00 | 265,000 | - | - | (25,000) | 240,000 | - |
| 11 Feb 10 | 11 Feb 15 | $0.00 | 869,121 | - | - | - | 869,121 | - |
| 28 Jun 10 | 28 Jun 15 | $0.00 | 820,551 | - | - | (122,699) | 697,852 | - |
| 24 Dec 10 | 24 Dec 15 | $0.00 | - | 1,896,767 | - | - | 1,896,767 | - |
| 1,954,672 | 1,896,767 | - | (147,699) | 3,703,740 | - | |||
| Total | 6,484,672 | 1,896,767 | - | (847,699) | 7,533,740 | - | ||
| Weighted average exercise price | $2.04 | $0.00 | - | $2.04 | $1.53 | - |
38 Share-Based Payments (continued)
| GRANTDATE | EXPIRYDATE | EXERCISEPRICE | BALANCEAT STARTOF THEYEARNo. | GRANTEDDURINGTHE YEARNo. | EXERCISEDDURINGTHE YEARNo. | LAPSED/FORFEITEDDURINGTHE YEARNo. | BALANCE ATEND OFTHE YEARNo. | EXERCISABLEAT END OFTHE YEARNo. |
|---|---|---|---|---|---|---|---|---|
| Consolidated and Parent Entity – 2010 | ||||||||
| Options | ||||||||
| 28 July 04 | 28 July 09 | $1.20 | 84,000 | - | (40,000) | (44,000) | - | - |
| 17 Aug 05 | 17 Aug 10 | $1.71 | 20,000 | - | - | - | 20,000 | 20,000 |
| 1 Sep 05 | 1 Sep 10 | $2.04 | 230,000 | - | - | (20,000) | 210,000 | 210,000 |
| 8 Feb 06 | 8 Feb 11 | $2.81 | 100,000 | - | - | - | 100,000 | 100,000 |
| 2 May 06 | 2 May 11 | $3.09 | 20,000 | - | - | - | 20,000 | 20,000 |
| 24 May 06 | 24 May 11 | $3.42 | 50,000 | - | - | - | 50,000 | 50,000 |
| 30 Nov 07 | 30 Nov 13 | $4.10 | 1,200,000 | - | - | - | 1,200,000 | - |
| 18 Dec 08 | 18 Dec 14 | $2.50 | 2,930,000 | - | - | 2,930,000 | - | |
| 4,634,000 | - | (40,000) | (64,000) | 4,530,000 | 400,000 | |||
| Performance rights | ||||||||
| 18 Dec 08 | 18 Dec 14 | $0.00 | 265,000 | - | - | - | 265,000 | - |
| 11 Feb 10 | 11 Feb 15 | $0.00 | - | 869,121 | - | - | 869,121 | - |
| 28 Jun 10 | 28 Jun 15 | $0.00 | - | 820,551 | - | - | 820,551 | - |
| 265,000 | 1,689,672 | - | - | 1,954,672 | - | |||
| Total | 4,899,000 | 1,689,672 | (40,000) | (64,000) | 6,484,672 | 400,000 | ||
| Weighted average exercise price | $2.73 | $0.00 | $1.20 | $1.46 | $2.04 | $2.44 |
(a) Employee Share Option Plan (ESOP) and Performance Rights Plan (PRP) (continued)
Options and performance rights lapsed/forfeited during the 2011 fi nancial year amounted to 847,699 (2010: 64,000).
During the fi nancial year, nil options (2010: 40,000) were exercised by Directors or other key management personnel.
The weighted average remaining contractual life of share options and performance rights outstanding at 30 June 2011 was 3.62 years (2010: 4.11 years).
38 Share-Based Payments (continued)
(a) Employee Share Option Plan (ESOP) and Performance Rights Plan (PRP) (continued)
Fair value of options and performance rights granted
The fair value of an option at grant date is determined using a Black-Scholes option pricing model and the value of a performance right at grant date is determined using a Binomial pricing model. The models take into account the exercise price, the term of the option and/or performance right, the vesting and performance criteria, the impact of dilution, the non-tradeable nature of the option or performance right, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option and/or performance right.
The inputs for assessing the fair value of the options granted under the ESOP and performance rights under the PRP were:
| EXPECTEDPRICE | ||||||
|---|---|---|---|---|---|---|
| GRANTDATE | EXERCISEPRICE | EXPIRY DATE | SHARE PRICEAT GRANT DATE | VOLATILITY OFSHARES | RISK FREEINTEREST RATE | ASSESSEDFAIR VALUE |
| Options | ||||||
| 17 Aug 05 | $1.71 | 17 Aug 10 | $1.71 | 30% | 5.08% | $0.23 |
| 1 Sep 05 | $2.04 | 1 Sep 10 | $2.04 | 30% | 4.99% | $0.22 |
| 8 Feb 06 | $2.81 | 8 Feb 11 | $2.81 | 30% | 5.25% | $0.57 |
| 2 May 06 | $3.09 | 2 May 11 | $3.09 | 30% | 5.69% | $0.68 |
| 24 May 06 | $3.42 | 24 May 11 | $3.42 | 30% | 5.64% | $0.78 |
| 30 Nov 07 | $4.10 | 30 Nov 13 | $3.90 | 30% | 6.46% | $1.12 |
| 18 Dec 08 | $2.50 | 18 Dec 14 | $1.49 | 28% | 3.15% | $0.07 |
| Performance rights | ||||||
| 18 Dec 08 | $0.00 | 18 Dec 14 | $1.49 | 32% | 3.41% | $1.08 |
| 11 Feb 10 | $0.00 | 11 Feb 15 | $2.10 | 41% | 4.91% | $2.08 |
| 28 Jun 10 | $0.00 | 28 Jun 15 | $2.08 | 41% | 4.53% | $1.86 |
| 24 Dec 101 | $0.00 | 24 Dec 15 | $1.82 | 40% | 5.57% | $1.58 |
| 24 Dec 10 | $0.00 | 24 Dec 15 | $1.98 | 41% | 5.59% | $1.75 |
- Under AASB 2 Share-based payment the issue of a share-based payment award to a Director requires shareholder approval and the value at grant date is taken as the date at which that approval is granted. Accordingly the value of these performance rights is based on 16 November 2010, being the date of Peet Limited's AGM.
The expected price volatility is based on the historic volatility (based on the remaining life of the options and/or performance rights), adjusted for any expected changes to future volatility due to publicly available information.
(b) Expenses arising from share-based payment transactions
Total expenses arising from share-based payment transactions recognised during the year as part of employee benefi t expense were as follows:
| CONSOLIDATED | PARENT ENTITY | |||
|---|---|---|---|---|
| 2011$'000 | 2010$'000 | 2011$'000 | 2010$'000 | |
| Options and Performance Rights issued under theESOP and PRP, respectively | 743 | 808 | 743 | 808 |
Directors' Declaration
In the Directors' opinion:
- (a) the fi nancial statements and notes set out on pages 54 to 123 are in accordance with the Corporations Act 2001, including:
- (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
- (ii) giving a true and fair view of the Company's and Consolidated Entity's fi nancial position as at 30 June 2011 and of their performance for the fi nancial year ended on that date; and
- (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable, and note 1(a) confi rms that the fi nancial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
The Directors have been given the declarations by the Chief Executive Offi cer and Chief Financial Offi cer required by section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Directors.
Brendan Gore Managing Director and Chief Executive Offi cer Perth, Western Australia
30 September 2011


Shareholder Information
The information following is extracted from Peet Limited's share register as at 27 September 2011.
Distribution of equity securities
Analysis of numbers of equity security holders by size of holding
| NUMBER OFSHAREHOLDERS | % OF ISSUEDSHARES | |
|---|---|---|
| 1 – 1,000 | 271 | 0.04 |
| 1,001 – 5,000 | 1,100 | 1.08 |
| 5,001 – 10,000 | 778 | 1.85 |
| 10,001 – 100,000 | 993 | 7.56 |
| 100,001 and over | 87 | 89.47 |
| 3,229 | 100.00 |
There were 128 holders of less than a marketable parcel of ordinary shares.
Equity security holders
The names of the twenty largest holders of quoted equity securities are listed below:
| NUMBER OFSHARES HELD | % OF ISSUEDSHARES | |
|---|---|---|
| NAME | ||
| Scorpio Nominees Pty Ltd | 81,111,611 | 25.50 |
| JP Morgan Nominees Australia Limited | 24,881,570 | 7.82 |
| Mr IMC Palmer & Mrs HC Palmer | 23,307,352 | 7.33 |
| Mr WD Hemsley | 20,605,000 | 6.48 |
| National Nominees Limited | 20,487,271 | 6.44 |
| RBC Dexia Investor Services Australia Nominees Pty Ltd | 14,745,208 | 4.64 |
| Citicorp Nominees Pty Ltd | 14,416,912 | 4.53 |
| MF Custodians Ltd | 12,955,962 | 4.07 |
| HSBC Custody Nominees (Australia) Limited | 11,886,152 | 3.74 |
| Australian Foundation Investment Company Limited | 11,183,748 | 3.52 |
| UBS Nominees Pty Ltd | 7,870,594 | 2.47 |
| Argo Investments Limited | 6,234,679 | 1.96 |
| Citicorp Nominees Pty Limited | 3,530,513 | 1.11 |
| Cogent Nominees Pty Limited | 3,100,963 | 0.98 |
| Amcil Ltd | 2,266,667 | 0.71 |
| Mirrabooka Investments Ltd | 2,000,000 | 0.63 |
| RBC Dexia Investor Services Australia Nominees Pty Limited | 1,993,278 | 0.63 |
| Djerriwarrh Investments Limited | 1,696,000 | 0.53 |
| UBS Wealth Management Australia Nominees Pty Ltd | 1,624,917 | 0.51 |
| Mr LJ Peet | 1,510,638 | 0.47 |
| 267,409,035 | 84.07 |
Substantial shareholders
| NAME | NUMBER OFSHARES HELD | % OF ISSUEDSHARES |
|---|---|---|
| Scorpio Nominees Pty Ltd | 81,111,611 | 25.50 |
| Perpetual Investments Ltd | 27,032,362 | 8.50 |
| Mr IMC Palmer & Mrs HC Palmer | 23,612,616 | 7.42 |
| Mr WD Hemsley | 20,663,000 | 6.50 |
| Commonwealth Bank Group | 16,142,062 | 5.08 |
| 168,561,651 | 53.0 |
- Based on share register analysis as at 14 September 2011.
Voting rights
The voting rights attaching to each class of equity securities are as set out below:
Ordinary shares
On a show of hands every member present at the meeting in person or by proxy shall have one vote and upon a poll each share shall have one vote.
Securities Exchange Listing
Peet Limited shares are listed on the Australian Securities Exchange Limited (ASX). The Company's ASX code is PPC.
Website address
The Parent Entity website offers the following features:
- Investor relations page with the latest Company announcements;
- News service providing up to date information on the Company's activities and projects; and
- Access to annual and half year reports.
Corporate Directory
PEET LIMITED
A.B.N 56 008 665 834 Website Address - www.peet.com.au
Directors
Tony Lennon, Non- executive Chairman Brendan Gore BComm, FCPA, FCIS, FAICD, Managing Director and Chief Executive Offi cer Stephen Higgs BEc (Syd), Non-executive Director Graeme Sinclair BComm, CA, ACIS, FAICD, Non-executive Director Anthony Lennon BA, Grad Dip Bus Admin, National Business Development Director
Group Company Secretary Dom Scafetta, B.Comm, CA
Registered Offi ce and Principal Place of Business 7th Floor, 200 St George's Terrace Perth, Western Australia 6000 Tel. (08) 9420 1111
Share Register
Computershare Investor Services Pty Limited Level 2, 45 St George's Terrace Perth, Western Australia 6000
Auditor
PricewaterhouseCoopers QV1, 250 St George's Terrace Perth, Western Australia 6000




Peet Limited ACN 008 665 834 Level 7, 200 St Georges Terrace Perth WA 6000 Telephone (08) 9420 1111 | Facsimile (08) 9481 4712 www.peet.com.au