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THORNEY TECHNOLOGIES LTD Interim / Quarterly Report 2021

Feb 24, 2021

65908_rns_2021-02-24_811598a0-b741-49c8-8eb1-4c9f8528da2e.pdf

Interim / Quarterly Report

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Thorney Technologies Ltd ABN 66 096 782 188

Appendix 4D and 2021 Half-Year Financial Statements

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THORNEY TECHNOLOGIES LTD

ABN 66 096 782 188

APPENDIX 4D (Listing Rule 4.2A3)

Financial statements for the half-year ended 31 December 2020

(All comparisons to half-year ended 31
December 2019)
$’000s Movement
$’000s
Up/Down Movement
Revenue/(loss)from ordinaryactivities 36,933 30,563 Up >100%
Profit/(loss)after tax for theyear 29,448 24,198 Up >100%

No dividends have been declared for the half-year ended 31 December 2020.

Net tangible asset
backing per ordinary
share
31-Dec-20
31-Dec-19
Movement
42.1 cents
35.8 cents
Up 18%

This report should be read in conjunction with the Thorney Technologies Ltd 2020 Annual Report.

Additional information supporting the Appendix 4D disclosure requirements can be found in the Directors’ Report and the financial statements for the half-year ended 31 December 2020.

This report is based on the financial statements for the half-year ended 31 December 2020 which have been reviewed by Ernst & Young.

Level 39, 55 Collins Street, Melbourne Vic 3000 Telephone + 61 3 9921 7116 Facsimile + 61 3 9921 7100

Corporate information

Thorney Technologies Ltd is a disclosing entity under the Corporations Act 2001 and currently considered an investment entity pursuant to ASX Listing Rules. The Group is primarily an investor in listed equities on the Australian securities market.

ASX Code: TEK
**Security: ** ThorneyTechnologies Ltd fully paid ordinaryshares
Directors: Alex Waislitz, Chairman
Alan Fisher
Jeremy Leibler
Martin Casey
**Secretary: ** CraigSmith
Country of incorporation Australia
Registered office: Level 39, 55 Collins Street
Melbourne Vic 3000
Contact details: Level 39, 55 Collins Street
Melbourne Vic 3000
T: + 613 9921 7116
F: + 613 9921 7100
E:[email protected]
W: www.thorneytechnologies.com.au
Investment Manager: Thorney Management Services Pty Ltd
Level 39, 55 Collins Street
Melbourne Vic 3000
AFSL: 444369
Auditor: Ernst & Young, Melbourne
8 Exhibition Street
Melbourne Vic 3000
Lawyers: Arnold Bloch Leibler
Level 21, 333 Collins Street
Melbourne Vic 3000
Share Registry: Computershare Investor Services Pty Limited
Yarra Falls
452 Johnston Street
Abbotsford VIC 3067
For all shareholder related enquiriesplease contact the share registry.

Page | 2

Thorney Technologies Ltd 2021 Half-Year Financial Statements

Contents

Chairman’s letter ............................................................................................................................................ 4
Directors’ report ............................................................................................................................................. 5
1.
Directors ................................................................................................................................................ 5
2.
Principal activities .................................................................................................................................. 5
3.
Review of operations ............................................................................................................................. 5
4.
Auditor’s independence declaration ....................................................................................................... 6
Auditor’s independence declaration ................................................................................................................ 7
Statement of comprehensive income .............................................................................................................. 8
Statement of financial position ........................................................................................................................ 9
Statement of changes in equity ..................................................................................................................... 10
Statement of cash flows ................................................................................................................................ 11
Notes to the financial statements .................................................................................................................. 12
Directors’ declaration .................................................................................................................................... 19
Independent auditor’s review report ............................................................................................................. 20

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Chairman’s letter

Dear fellow shareholders

The six months ended 31 December 2020 saw your company deliver a highly satisfactory 461% increase in net profit to $29.4 million thanks largely to the strong performance of its core investment portfolio which includes listed and unlisted technology companies at all stages of the business life cycle in Australia, the USA and Israel.

Net Tangible Assets (NTA) after tax and fees was 42.1 cents per share, up 24.6% from an NTA of 33.8 cents per share as at 30 June 2020. TEK’s NTA continued to improve during January 2021 standing at 44.4 cents per share at month’s end.

There were a number of contributors to TEK’s NTA growth over the period, including from its largest holding, Zip Co Limited (Z1P), which continued to expand its reach in both the Australian and overseas Buy Now Pay Later markets. Other outstanding share price performances in the TEK portfolio included Calix Limited (CXL) and Dubber Corporation Limited (DUB).

The reporting period also saw a number of companies in which TEK held a pre-IPO interest come to market at substantial premiums. These included Credit Clear Limited (CCR), Doctor Care Anywhere Group (DOC), Cleanspace Holdings Limited (CSX), Cluey Limited (CLU) and Aussie Broadband Limited (ABB). This positive trend continued into January 2021 with the listings of Pentanet (5GG) and Booktopia Group Limited (BLG).

Since its inception in January 2017, TEK has delivered 102% growth in NTA or an average of 26% each year, significantly outperforming the share market. This consistent track record was no doubt a key factor in TEK being able to successfully complete a $37m capital raise in November 2020 boosting its capacity to take advantage of the many investment opportunities which its extensive networks continue to uncover.

I will provide a detailed commentary on the major listed and unlisted companies in the TEK portfolio in my next Chairman’s Update in March 2021 after the conclusion of the current reporting season.

Yours sincerely,

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Alex Waislitz Chairman 25 February 2021

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Directors’ report

The directors present their report, together with the financial statements of Thorney Technologies Ltd (TEK or Group) for the half-year ended 31 December 2020 and the auditor’s review report thereon. The financial statements have been reviewed and approved by the directors on the recommendation of the Audit and Risk Committee.

1. Directors

The directors of TEK in office during the half-year and at the date of this report are as follows:

Name: Period of Directorship:
Alex Waislitz Director since 9 December 2016
Alan Fisher Director since 29 August 2015
Jeremy Leibler Director since 9 December 2016
Martin Casey Director since 22 June 2016

2. Principal activities

Thorney Technologies Ltd is an investment company listed on the Australian Securities Exchange (ASX:TEK). Its principal activity is investing in global, listed and unlisted, technology investments at all phases of the investment lifecycle.

3. Review of operations

For the half-year under review, the Group recorded a net income after tax of $29,447,879 and for the previous corresponding half-year recorded a net income after tax of $5,249,725. TEK’s half-year result principally reflects mark to market increases in the market value of the Group’s portfolio for the six-monthly period.

TEK’s five largest portfolio holdings (Z1P, UPD, YOJ, IMU, DUB), represent circa 24% of TEK's investment portfolio. YOJ, IMU and DUB closed strongly at period end, together with other performing investments in the portfolio, including but not limited to BRN, NTO and RCL, adding to the Group's unrealised gain for the period.

Since 30 June 2020 the Group has held a series of Investor Briefing Webinars. Key personnel from YOJ, DOC, CLU, 5GG and CCR participated and these presentations were recorded and are available on the TEK website.

The Net Tangible Asset Backing per share (NTA) after tax as at 31 December 2020 was 42.1 cents per share compared with 33.8 cents per share as at 30 June 2020.

During the half-year period, the Group became a substantial holder of DUG, CCR, SPA and CLU, and lodged a change of interests of substantial holder notices for VTI, ISU, TNY, DUB, OVH, QFE, JAY, ANR and RCL.

On 21 December 2020, the Group announced it had completed a capital raising comprising of a multi-tranche placement and entitlement offer and raised a total of approximately $37 million.

During the half-year period Korda Mentha resigned as Receivers and Administrators of legacy companies Australian Renewable Fuels Adelaide Pty Limited on 18 August 2020 and Biodiesel Producers Pty Limited on 22 December 2020. Liquidation proceedings are in progress.

No dividends have been paid or declared since the start of the financial year.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Directors’ report (continued)

4. Auditor’s independence declaration

The Auditor’s independence declaration, as required under section 307C of the Corporations Act 2001 , is set out on the following page.

Signed in accordance with a resolution of directors:

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Alex Waislitz Chairman

Melbourne, 25 February 2021

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Ernst & Young 8 Exhibition Street Melbourne VIC 3000 Australia GPO Box 67 Melbourne VIC 3001

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Tel: +61 3 9288 8000 Fax: +61 3 8650 7777 ey.com/au

Auditor’s Independence Declaration to the Directors of Thorney Technologies Ltd

As lead auditor for the review of the half-year financial report of Thorney Technologies Ltd for the halfyear ended 31 December 2020, I declare to the best of my knowledge and belief, there have been:

  • a) No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review ; and

b) No contraventions of any applicable code of professional conduct in relation to the review.

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Ernst & Young

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Tony Morse Partner 25 February 2021

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

Statement of comprehensive income For the half-year ended 31 December 2020

Note December
December
2020
2019
$
$
Income
Net changes in fair value of trading investments
2
Interest income
2
Dividend income
2
Other income
2
36,789,604
6,160,050
94,148
183,505
16,858
14,090
31,895
11,416
Total investment income
2
36,932,505
6,369,061
Expenses
Management fees
8
Performance fees
8
Directors' fees
Finance costs
Fund administration and operational costs
Legal and professional fees
Other administrative expenses
(1,236,665)
(718,213)
(5,746,027)
(129,415)
(84,862)
(84,862)
(1,039)
(437)
(170,051)
(37,728)
(214,216)
(121,275)
(31,766)
(27,406)
Total expenses (7,484,626)
(1,119,336)
Profit before income tax expense 29,447,879
5,249,725
Income tax expense
3
-
-
Total comprehensive gain for the half-year 29,447,879
5,249,725
Basic and diluted gain per share
11
10.81
2.04

The Statement of comprehensive income should be read in conjunction with the notes to the half-year financial statements.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Statement of financial position As at 31 December 2020

Note December
June
2020
2020
$
$
ASSETS
Current assets
Cash and short-term deposits
6
16,322,942
4,884,672
Financial assets
5
107,258,137
48,264,994
Receivables
7
1,588,076
115,832
Prepayments 79,977
20,223
Total current assets 125,249,132
53,285,721
Non-current assets
Receivables
7
318,783
363,500
Financial assets
5
27,417,907
26,638,169
Deferred tax assets
4
7,882,179
7,882,179
Total non-current assets 35,618,869
34,883,848
TOTAL ASSETS 160,868,001
88,169,569
LIABILITIES
Current liabilities
Payables and accruals
8
8,710,509
1,201,554
Total current liabilities 8,710,509
1,201,554
TOTAL LIABILITIES 8,710,509
1,201,554
NET ASSETS 152,157,492
86,968,015
EQUITY
Issued capital
9
91,714,675
55,973,077
Reserve 113,968,190
83,447,000
Accumulated losses (53,525,373)
(52,452,062)
TOTAL EQUITY 152,157,492
86,968,015

The Statement of financial position should be read in conjunction with the notes to the half-year financial statements.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Statement of changes in equity

For the half-year ended 31 December 2020

Issued
Profits
Accumulated
Total
capital
reserve
losses
equity
$
$
$
$
Balance at 1 July 2020 55,973,077
83,447,000
(52,452,062)
86,968,015
Gain for the half-year -
-
29,447,879
29,447,879
Total comprehensive gain for the half-
year
-
-
29,447,879
29,447,879
Transfer to Profits Reserve
Transactions with shareholders:
Issue of shares
Cost of shares issued
-
30,521,190
(30,521,190)
-
36,577,757
-
-
36,577,757
(836,159)
-
-
(836,159)
Total transactions with shareholders 35,741,598
-
-
35,741,598
Balance as at 31 December 2020 91,714,675
113,968,190
(53,525,373)
152,157,492

For the half-year ended 31 December 2019

Issued
Profits
Accumulated
Total
capital
reserve
losses
equity
$
$
$
$
Balance at 1 July 2019
55,973,077
47,984,941
(17,189,869)
86,768,149
Gain for the half-year
-
-
5,249,725
5,249,725
Total comprehensive gain for the half-
year
-
-
5,249,725
5,249,725
Transfer to Profits Reserve
-
12,950,683
(12,950,683)
-
Transactions with shareholders:
Issue of shares
-
-
-
-
Cost of shares issued
-
-
-
-
Total transactions with shareholders
-
-
-
-
Balance as at 31 December 2019
55,973,077
60,935,624
(24,890,827)
92,017,874

The Statement of changes in equity should be read in conjunction with the notes to the half-year financial statements.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Statement of cash flows

For the half-year ended 31 December 2020

December
December
2020
2019
$
$
Cash from operating activities:
Interest received
Dividends received
Proceeds from sale of trading investments
Payments for trading investments
Payments to suppliers and employees
Finance costs
Other income received
94,148
183,505
16,858
14,090
23,317,842
17,990,315
(32,820,629)
(16,717,090)
(2,650,077)
(2,810,211)
(1,039)
(437)
31,895
11,416
Net cash used in operating activities (12,011,002)
(1,328,412)
Cash flows from investing activities:
Repayment of loans
Payments for financial assets
-
(500,000)
(12,290,413)
(3,217,054)
Net cash used in investing activity (12,290,413)
(3,717,054)
Cash flows from financing activities:
Payments for issuance of shares
Proceeds from issuance of shares
(836,159)
-
36,577,758
-
Net cash provided by financing activities 35,741,599
-
Net increase/ (decrease) in cash held
Net foreign exchange differences
Cash at the beginning of the year
11,440,184
(5,045,466)
(1,914)
10
4,884,672
6,410,345
Cash at the end of the year 16,322,942
1,364,889

The Statement of cash flows should be read in conjunction with the notes to the half-year financial statements.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Notes to the financial statements

The half-year financial statements of Thorney Technologies Ltd for the half-year ended 31 December 2020 were authorised for issue in accordance with a resolution of the Board of Directors on the 25 February 2021.

1. Summary of accounting policies

(a) Basis of preparation

The half-year financial statements are general purpose financial statements that have been prepared in accordance with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001 .

The half-year financial statements do not include all of the information required for full-year statements. Accordingly, these financial statements should be read in conjunction with the financial statements for the year ended 30 June 2020 and any public announcements made by Thorney Technologies Ltd during the half-year in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the ASX Listing Rules .

Changes in Accounting Standards

The accounting policies adopted in the preparation of the financial statements for the half-year ended 31 December 2020 are consistent with those of the most recent annual financial report. The impact of adopting any new or amended standards and interpretations that apply in 2020, was not material.

2. Total investment income

The major components of investment income in the Statement of comprehensive income are:

2020
2019
$
$
Net realised gains of trading investments
Unrealised gain/ (loss) for change in fair value of trading investments
Unrealised FX losses
9,411,143
7,492,299
29,257,194
(632,232)
(1,878,733)
(700,017)
Net changes in fair value of trading investments 36,789,604
6,160,050
Interest income
Dividend income
Other income
94,148
183,505
16,858
14,090
31,895
11,416
Total investment income 36,932,505
6,369,061

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Notes to the financial statements continued

3. Income tax

The income tax expense attributable to the half-year differs from the prima facie amount payable on the profit before tax expense. The difference is reconciled as follows:

December
December
2020
2019
Profit before income tax expense 29,447,879
5,249,725
Prima facie tax expense on gain from ordinary activities before income
tax at 26% (2019: 27.5%)
Deferred income tax benefit/(expense)
- Imputation credits converted to losses
- Imputation credits on dividends received
- Adjustment for change in corporate tax rate
- Assessable income
- Recognition of loss to offset income tax expense
(7,656,449)
(1,443,674)
-
-
347,562
-
(433,036)
-
22,239
(17,661)
7,719,684
1,461,335
Income tax expense recognised in the Statement of comprehensive
income
-
-

4. Deferred tax

December
June
2020
2020
Deferred tax
Trading Stock
Long term financial assets
Business establishment costs
Deferred tax on historical fixed assets written off
Other
Losses available for offsettingagainst future taxable income
(9,550,277)
(3,843,062)
314,426
(166,847)
120,716
246,804
2,097,758
2,218,782
509,160
(201,624)
22,402,449
26,264,186
Net deferred tax 15,894,232
24,518,239
Net deferred tax recognised 7,882,179
7,882,179
Net deferred tax not recognised 8,012,053
16,636,060

At 31 December 2020, the Group has estimated unused gross revenue tax losses of $86,163,265 (June 2020: $95,506,131) that are available to offset against future taxable revenue profits, subject to continuing to meet relevant statutory tests and have been recognised as a deferred tax asset.

At 31 December 2020, the Group has estimated unused gross capital tax losses of $1,956,952 (June 2020: $1,956,952) for which no deferred tax asset has been recognised.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Notes to the financial statements continued

5. Fair value measurements

To reflect the source of valuation inputs used when determining the fair value of its financial assets and financial liabilities, the Group uses the fair value hierarchy prescribed in AASB 13 Fair value measurement:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: valuation techniques using market observable inputs, either directly or indirectly. Level 3: valuation techniques using non-market observable data

The Group invests in both listed and unlisted investments, in order to execute its investment mandate and maximise total returns to shareholders. Unlisted investments include seed, start-up and early stage businesses and private equity businesses. For these unlisted investments, the Group invests in financial instruments, such as loan notes, derivatives and unlisted equities that are not quoted in an active market.

The fair value measurement hierarchy of the Group’s financial assets and financial liabilities is as follows:

December
June
2020
2020
Assets measured at fair value
Level 1:
Listed equities
Level 2:
Unlisted financial instruments
Level 3:
Unlisted financial instruments (unlisted equity, loan notes,
derivatives,fixed income securities)
98,640,215
47,963,147
-
146,739
36,035,829
27,156,777
Total financial assets 134,676,044
75,266,663
Total current
Total non-current
107,258,137
48,264,994
27,417,907
27,001,669
Liabilities
measured at fair
value
Level 1:
-
Level 2:
-
Level 3:
-
-
-
-
-
-
-
Total financial liabilities -
-

Unlisted financial assets are valued at fair value in accordance with AASB 13 Fair value measurement , applying the principles in ‘International Private Equity and Venture Capital Valuation Guidelines’ .

The Group classifies the fair value of listed equities that are actively trading in an active market at 31 December 2020 as Level 1.

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available. If the Group can determine the fair value of the investment by utilising observable market data as significant inputs, then the fair value of the instrument is classified as Level 2.

If this is not the case, the Group uses a market-based valuation technique to determine fair value. The fair value of these investments are classified as Level 3. We refer to 30 June 2020 Annual Report for further information on the market based valuation techniques adopted.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Notes to the financial statements continued

5. Fair value measurements (continued)

For assets and liabilities that are recognised at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole at the end of each reporting period.

Reconciliation of recurring fair value measurements categorised within Level 3 is as follows:

Financial assets: Loan
Unlisted
Promissory
Contingent
Fixed
income
Total
notes
equities
note
consideration
securities
Balance at 1 July
2020
Unrealised
gain/(loss)
recognised in SOCI
Net purchases of
financial assets
Conversion of loan
notes to unlisted
equities
Transfer to Level 1 -
ASX listing
1,850,458
24,599,675
363,500
343,144
-
27,156,777
65,631
(290,946)
(363,500)
(37,005)
-
(625,820)
3,503,328
4,231,544
-
-
5,000,000
12,734,872
(250,000)
-
-
-
-
(250,000)
(1,050,000)
(1,930,000)
-
-
-
(2,980,000)
Balance at 31
December 2020
4,119,417
26,610,273
-
306,139
5,000,000
36,035,829

We refer to the interim financial report of the previous financial year for the comparable information.

6. Cash and short term deposits

December
June
2020
2020
$
$
Cash at bank
Short-term deposits
16,322,942
4,884,672
-
-
Total cash and short term deposits 16,322,942
4,884,672

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between 1 day and 90 days, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates. The carrying value of Cash and short-term deposits approximates fair value.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Notes to the financial statements continued

7. Receivables

7.
Receivables
December
June
2020
2020
$
$
Unsettled trades
Loan facilities
Promissory Note - secured
GST and other
-
69,164
1,457,072
11,507
318,783
363,500
131,004
35,161
Total receivables 1,906,859
479,332
Total current 1,588,076
115,831
Total non-current 318,783
363,500

Unsettled trades include amounts due from brokers for settlement of securities sold and are settled within 2 days of the transaction.

Loan facilities comprises $452,140 (June 2020: $nil) of drawdowns and interest owing by Skifii Ltd under a loan facility and a 60-day loan of $1,000,000 to BTC Corporation Holdings Pty Ltd (BTC) taken out on 23 December 2020. The BTC loan is at an interest rate of 20% per annum and as part of the interest consideration, TEK will be issued 50,000 ESOP options in Banxa Holdings Inc (TSXV: BNXA.CN) at an exercise price of CAD$1 each. Accrued interest at 31 December 2020 was $4,932.

The promissory note-secured was issued by Bobsbox LLC (trading as InfraSiteR). Subsequent to 30 June 2020, the promissory note is measured at amortised cost.

We refer to the Group’s 30 June 2020 Annual Report for further details.

8. Payables and accruals

December
June
2020
2020
$
$
Management fee payable
Performance fee accrual
Unsettled trades
Sundrycreditors and accruals
1,236,665
677,804
5,746,027
-
1,474,335
394,708
253,482
129,042
Totalpayables and accruals 8,710,509
1,201,554

The Management fee and Performance fee is paid within 60 days of receiving an invoice from the Investment Manager. Sundry creditors are generally paid in accordance with the terms negotiated with each individual creditor. The carrying value of Payables approximates fair value.

Unsettled trades include amounts to from brokers for settlement of securities purchased and are settled within 2 days of the transaction.

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Notes to the financial statements continued

9. Issued capital

9.
Issued capital
December
June
December
June
2020
2020
2020
2020
Number of
shares
Number of
shares
$
$
(a) Ordinary shares
Balance at 1 July
Ordinary shares issued
Cost of issue
257,285,224
257,285,224
104,507,880
-
-
-
55,973,077
55,973,077
36,577,757
-
(836,159)
-
Total issued and authorised
capital
361,793,104
257,285,224
91,714,675
55,973,077

10. Related party transactions

The following table provides the total amount of transactions which have been entered into with related parties during the six months ended 31 December 2020 and 2019:

Services from and transactions
with relatedparties¹
December
December
2020
2019
$
$
Entities with significant influence over the Group:
Thorney Management Services Pty Ltd ¹
TIGA Trading Pty Ltd
Related parties of key management personnel of the
Group:
Arnold Bloch Leibler2
Bridgewater Capital PtyLtd3
6,812,383
826,954
26,000
26,000
126,548
27,375
-
1,000

All related party transaction amounts are shown exclusive of GST

¹ Under the Investment Management Agreement the Investment Manager, Thorney Management Services Pty Ltd, is entitled to a Base Fee based on total assets under management and a Performance Fee in respect of any annual Increase Amount. Based on the Increase Amount for the six months to 31 December 2020, a Performance Fee of $5,746,027 has been accrued in the 2020 Half-year financial statements (2019: $nil). The accrual includes GST after deduction of the reduced input tax credit. Refer to note 8.

2Arnold Bloch Leibler is a leading Australian law firm of which Jeremy Leibler is a partner.

3Bridgewater Capital Pty Ltd is an advisory firm of which Martin Casey is a director.

As part of the recent capital raising, shareholders approved related party transactions to issue a total of 5,698,829 shares to related parties of Mr Alex Waislitz; to issue 23,016 shares to a related party of Mr Alan Fisher; and to issue 100,000 shares to a related party of Mr Martin Casey. For full details, refer to the TEK 2020 Annual General Meeting Notice of Meeting .

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Notes to the financial statements continued

11. Earnings per share

December
December
2020
2019
Basic and diluted earnings per share (cents) 10.81
2.04
Gain used in calculating basic and diluted earnings per share($) 29,447,879
5,249,725
2020
2019
Number
Number
of Shares
of shares
Weighted average number of ordinary shares used in calculating
basic and diluted earnings per share
272,436,780
257,285,224

12. Contingent liabilities

The Group has no contingent liabilities as at 31 December 2020 (2019: nil).

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Thorney Technologies Ltd 2021 Half-Year Financial Statements

Directors’ declaration

In accordance with a resolution of directors of Thorney Technologies Ltd, I state that:

  1. In the opinion of the Directors:

  2. (a) the financial statements and notes of Thorney Technologies Ltd for the half-year ended 31 December 2020 are in accordance with the Corporations Act 2001 , including:

  3. (i) giving a true and fair view of the financial position as at 31 December 2020 and of its performance for the half-year ended on that date; and

  4. (ii) complying with Accounting Standards and the Corporations Regulations 2001 ;

  5. (b) there are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable.

On behalf of the Board,

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Alex Waislitz

Chairman

Melbourne, 25 February 2021

Page | 19

Thorney Technologies Ltd 2021 Half-Year Financial Statements

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Ernst & Young Tel: +61 3 9288 8000 8 Exhibition Street Fax: +61 3 8650 7777 Melbourne VIC 3000 Australia ey.com/au GPO Box 67 Melbourne VIC 3001

Independent Auditor's Review Report to the Members of Thorney Technologies Ltd

Report on the Half-Year Financial Report

Conclusion

We have reviewed the accompanying half-year financial report of Thorney Technologies Ltd (the Company), which comprises the statement of financial position as at 31 December 2020, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, nothing has come to our attention that causes us to believe that the half-year financial report of the Company is not in accordance with the Corporations Act 2001 , including:

  • a) giving a true and fair view of the Company’s financial position as at 31 December 2020 and of its financial performance for the half-year ended on that date; and

  • b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

Directors’ Responsibility for the Half-Year Financial Report

The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, anything has come to our attention that causes us to believe that the half–year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the Company’s financial position as at 31 December 2020 and its financial performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of the Company, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

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Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .

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Ernst & Young

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Tony Morse Partner Melbourne 25 February 2021

A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation