AI assistant
VINYL GROUP LTD — Annual Report 2015
Aug 30, 2015
66014_rns_2015-08-30_55d0a770-0fdc-4989-8a6b-e81893be2483.pdf
Annual Report
Open in viewerOpens in your device viewer
ASX AND MEDIA RELEASE CODE: Date: 31 August 2015 MBO
==> picture [175 x 109] intentionally omitted <==
MBO increases revenues in FY2015
- § Revenues increased to $6.7M from increased service and rental revenues
Perth, Western Australia : Global marine safety equipment provider, Mobilarm Limited (ASX: MBO) (“The Company”) today reported full year results for the year ended 30 June 2015. Mobilarm reported an increase in its revenues to $6,692,065 an overall increase of 15%.
==> picture [204 x 129] intentionally omitted <==
==> picture [178 x 160] intentionally omitted <==
Ken Gaunt, Mobilarm’s Chief Executive Officer, commented: “This financial year we continued the expansion of our rental and service portions of the business. These are key deliverables of our long-term strategy. The move away from one off sales to long-term recurring revenues and cash flows remain key to our growth strategy. We continue to look at further growth areas in our adjacent markets to deliver value to shareholders."
Mobilarm’s Chief Financial Officer, Jorge Nigaglioni, commented: “As indicated last year, we have moved to the growth phase. We are implementing further changes to truly expand our global reach in our key markets, especially in our service capabilities. We have made considerable investments in the rental and service area which we are completing in early FY2016 that will serve us for the next few years to come.”
Ken Gaunt Chief Executive Officer
Perth, Western Australia 31 August 2015
TEL. +61 8 9315 3511 MOBILARM LIMITED (ABN 15 106 513 580) FAX. +61 8 9315 3611 768 CANNING HIGHWAY PO BOX 1533 APPLECROSS 6953 WESTERN AUSTRALIA WWW.MOBILARM.COM [email protected]
Further details
Ken Gaunt
Chief Executive Officer
Email: [email protected] Tel.: +61 417 961 770 Tel.: +44 782 731 4442 www.mobilarm.com
2
APPENDIX 4E
Full
Year
Report 30
June
2014
MOBILARM LIMITED
**ACN
106
513
580**
**Results
for
announcement
to
the
market**
| June 2015 | June 2015 | June 2014 | ||
|---|---|---|---|---|
| Financial Results | Movement | $ | $ | |
Revenue from ordinaryactivities |
15% | 6,692,065 | 5,816,192 | |
| Profit/(loss) from ordinary activities after tax attributable to members |
1173% | (807,086) | (63,392) | |
| Netprofit/(loss)for theperiod attributable to members | 1173% | (807,086) | (63,392) | |
| Dividends | Amount per OrdinarySecurity |
Franked amount per security |
||
| 2014 dividend |
Nil | - | ||
| 2013 dividend |
Nil | - | ||
| Record date for determiningentitlements to interim dividends | N/A | |||
| Net Tangible Asset/(Liability) Backing | June 2015 | June 2014 | ||
| Net tangible asset/(liability) backing per ordinary security – cents per share |
0.1 | 0.1 |
3
**MOBILARM
LIMITED PRELIMINARY
STATEMENT
OF
COMPREHENSIVE
INCOME FOR
THE
YEAR
ENDED
30
JUNE
2015**
Note Revenue Sale of goods Rental revenue Cost of units sold Depreciation of units under rental Interest income Other income Employee benefits Share based compensation expense Depreciation and amortisation Advertising Audit and tax Accountancy Freight and cartage External consultants and contractors Rental Travel and accommodation Allowance for doubtful debts Payroll tax Legal fees Telephone and internet charges Insurance Printing, postage and stationery Motor vehicles expenses Finance costs Property letting fees Rates and land tax Information technology costs Foreign exchange (loss)/gain Impairment of capitalised development costs Other expenses Loss before income tax (carried forward) Income tax (expense)/benefit Loss after income tax from continuing operations |
Mobilarm Limited 2015 2014 $ $ 5,860,627 5,647,019 831,438 169,173 6,692,065 5,816,192 (1,328,590) (1,482,079) (149,765) (24,464) (1,478,355) (1,506,543) 5,213,710 4,309,649 14,045 6,427 26,301 - (2,154,793) (2,143,003) (332,018) (181,130) (629,765) (463,531) (81,009) (64,046) (86,766) (92,525) (29,697) (19,995) (158,831) (68,092) (486,019) (361,605) (180,478) (159,960) (522,736) (406,965) 48,055 507,026 (306) (6,901) (346,386) (91,949) (84,719) (72,674) (61,360) (71,250) (47,151) (93,119) (93,005) (80,287) (247,296) (186,518) (41,969) (78,969) (75,215) (69,265) (80,425) (86,838) 241,945 (173,536) (4,395) - (439,564) (326,197) (639,847) (475,253) (167,239) 411,861 (807,086) (63,392) |
Mobilarm Limited 2015 2014 $ $ 5,860,627 5,647,019 831,438 169,173 6,692,065 5,816,192 (1,328,590) (1,482,079) (149,765) (24,464) (1,478,355) (1,506,543) 5,213,710 4,309,649 14,045 6,427 26,301 - (2,154,793) (2,143,003) (332,018) (181,130) (629,765) (463,531) (81,009) (64,046) (86,766) (92,525) (29,697) (19,995) (158,831) (68,092) (486,019) (361,605) (180,478) (159,960) (522,736) (406,965) 48,055 507,026 (306) (6,901) (346,386) (91,949) (84,719) (72,674) (61,360) (71,250) (47,151) (93,119) (93,005) (80,287) (247,296) (186,518) (41,969) (78,969) (75,215) (69,265) (80,425) (86,838) 241,945 (173,536) (4,395) - (439,564) (326,197) (639,847) (475,253) (167,239) 411,861 (807,086) (63,392) |
|---|---|---|
| 5,816,192 | ||
(1,482,079) (24,464) |
||
| (1,506,543) |
||
| 4,309,649 | ||
6,427 - (2,143,003) (181,130) (463,531) (64,046) (92,525) (19,995) (68,092) (361,605) (159,960) (406,965) 507,026 (6,901) (91,949) (72,674) (71,250) (93,119) (80,287) (186,518) (78,969) (69,265) (86,838) (173,536) - (326,197) |
||
| (475,253) 411,861 |
||
| (63,392) |
4
| Loss after income tax from continuing operations Other comprehensive income Changes in value of available-for-sale investments, net of tax Total comprehensive loss for the period Basic earnings per share (cents per share) (8) Diluted earnings per share (cents per share) (8) |
(807,086) 284,736 (522,350) (0.2) (0.2) |
(63,392) 230,627 |
|---|---|---|
| 167,235 | ||
(0.0) |
||
(0.0) |
5
**MOBILARM
LIMITED PRELIMINARY
STATEMENT
OF
FINANCIAL
POSITION AS
AT
30
JUNE
2015**
| MOBILARM LIMITED PRELIMINARY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015 |
||
|---|---|---|
Note CURRENT ASSETS Cash and cash equivalents Restricted cash Short–term securities (6) Trade and other receivables Inventories (3) Other current assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Plant and equipment (4) Intangible assets and Goodwill (5) TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Interest bearing loans and borrowings (6) Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions Interest bearing loans and borrowings (6) TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity (7) Accumulated Losses Reserves (7) TOTAL EQUITY |
Mobilarm Limited 2015 2014 $ $ 1,487,957 842,229 - 48,217 - 698,979 1,454,299 1,590,210 2,465,568 1,174,063 770,782 314,638 6,178,606 4,668,336 1,092,060 623,887 3,001,681 3,253,948 4,093,741 3,877,835 10,272,347 8,546,171 1,702,107 1,793,768 974,809 896,134 158,722 153,018 2,835,638 2,842,920 39,281 30,294 2,040,886 6,318 2,080,167 36,612 4,915,805 2,879,532 5,356,542 5,666,639 29,686,317 29,804,298 (25,681,020) (24,873,934) 1,351,245 736,275 5,356,542 5,666,639 |
|
| 4,668,336 | ||
623,887 3,253,948 |
||
| 3,877,835 | ||
8,546,171 |
||
1,793,768 896,134 153,018 |
||
2,842,920 |
||
30,294 6,318 |
||
| 36,612 | ||
2,879,532 |
||
5,666,639 |
||
29,804,298 (24,873,934) 736,275 |
||
5,666,639 |
6
Jorge Delete
**MOBILARM
LIMITED PRELIMINARY
STATEMENT
OF
CHANGES
IN
EQUITY FOR
THE
YEAR
ENDED
30
JUNE
2015**
As at 30 June 2013 Net loss for the period Other comprehensive income Total comprehensive loss for the period Transactions with owners in their capacity as owners Issue of equity Costs of share issues Currency translation reserve Conversion of convertible notes into ordinary shares Share based payments – Performance Shares Share based payments – Performance Shares Rights Share based payments – Stock Options As at 30 June 2014 Net loss for the period Other comprehensive income Total comprehensive loss for the period Transactions with owners in their capacity as owners Costs of share issues Currency translation reserve Share based payments – Performance Shares Share based payments – Performance Shares Rights Share based payments – Stock Options As at 30 June 2015 |
Issued Capital $ 27,790,295 - - - 1,300,000 (10,000) (7,654) 720,989 10,668 - - 29,804,298 - - - (120,000) 242 1,777 - - 29,686,317 |
Accumulated Losses $ (24,810 542) (63,392) - (63,392) - - - - - - - (24,873,934) (807,086) - (807,086) - - - - - (25,681,020) |
Accumulated Losses $ (24,810 542) (63,392) - (63,392) - - - - - - - (24,873,934) (807,086) - (807,086) - - - - - (25,681,020) |
Stock Option Reserve $ 335,187 - - - - - - - - 70,917 99,544 505,648 - - - - - - 84,776 245,458 835,882 |
Currency Translation Reserve $ - - 230,627 230,627 - - - - - - - 230,627 - 284,736 284,736 - - - - - 515,363 |
Total Equity $ 3,314,940 |
|
|---|---|---|---|---|---|---|---|
| (63,392) 230,627 |
|||||||
| 167,235 | |||||||
1,300,000 (10,000) (7,654) 720,989 10,668 70,917 99,544 |
|||||||
| 5,666,639 | |||||||
| (807,086) 284,736 |
|||||||
| (522,350) | |||||||
(120,000) 242 1,777 84,776 245,458 |
|||||||
| 5,356,542 | |||||||
7
**MOBILARM
LIMITED PRELIMINARY
STATEMENT
OF
CASH
FLOWS FOR
THE
YEAR
ENDED
30
JUNE
2015**
| Note | 2015 |
2014 | |
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | $ |
$ | |
| Receipts from customers | 6,806,149 |
6,220,708 | |
| Payments to suppliers and employees | (8,965,819) |
(7,128,757) | |
| Interest received | 14,045 |
6,347 | |
| Payment for research & development | (261,131) |
(444,224) | |
| R&D tax rebate | 320,917 |
319,423 | |
| Interest and other borrowing costs paid | (64,131) |
(26,275) | |
| NET CASH FLOWS USED IN OPERATING ACTIVITIES | (2,149,970) |
(1,052,778) | |
CASH FLOWS FROM INVESTING ACTIVITIES |
|||
| Payments for plant and equipment | (35,366) |
(40,753) | |
| Term Deposit | 48,217 |
- | |
| NET CASH FLOWS PROVIDED/(USED) IN INVESTING ACTIVITIES | 12,851 |
(40,753) | |
CASH FLOWS FROM FINANCING ACTIVITIES |
|||
| Proceeds from borrowings | (6) | 2,902,847 |
56,688 |
| Proceeds from share issues | (7) | - |
1,300,000 |
| Costs of share issue | (7) | (120,000) |
(10,000) |
| NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 2,782,847 |
1,346,688 | |
NET INCREASE/(DECREASE) IN CASH HELD |
645,728 |
253,157 |
|
| CASH AT THE BEGINNING OF THE FINANCIAL YEAR | 842,229 |
589,072 | |
| CASH AT THE END OF THE FINANCIAL YEAR | 1,487,957 |
842,229 |
==> picture [53 x 820] intentionally omitted <==
8
NOTES
TO
THE
PRELIMINARY
FINAL
REPORT
(UNAUDITED) FOR
THE
YEAR
ENDED
30
JUNE
2015
==> picture [53 x 820] intentionally omitted <==
**1 CORPORATE
INFORMATION**
The
financial
report
of
Mobilarm
Limited
(the
“Company”)
for
the
year
ended
30
June
2015
was authorised
for
issue
in
accordance
with
a
resolution
of
directors
on
31
August
2015.
Mobilarm
Limited
is
a
Company
limited
by
shares
incorporated
and
domiciled
in
Australia.
The
nature
of the
operations
and
principal
activities
of
the
Company
are
described
in
the
Director’s
Report.
The
Company
owns
three
wholly
owned
subsidiary
companies
as
follows:
| Name | Country of Incorporation | Date of Establishment | ||||
|---|---|---|---|---|---|---|
| Marine Rescue Technologies Ltd |
United Kingdom | |||||
| Mobilarm, Inc. | United States of America | |||||
| Rentquip Ltd | United Kingdom | 14 June 2013 | ||||
The
Company
also
owns
50%
ownership
stake
of
a
joint
venture
as
follows:
| Name | Country of Incorporation | Date of Establishment | ||||
|---|---|---|---|---|---|---|
| Mobilarm Nigeria | Nigeria | 19 March 2013 |
**2 SUMMARY
OF
SIGNIFICANT
ACCOUNTING
POLICIES**
**(a) Basis
of
Preparation**
The
preliminary
final
report
has
been
prepared
in
accordance
with
the
Australian
Securities
Exchange Listing
Rules
as
set
out
in
Appendix
4E
and
in
accordance
with
the
measurement
and
recognition
(but not
disclosure)
requirements
of
the
Australian
Accounting
Standards,
Corporations
Act
2001
and
other pronouncements
of
the
Australian
Accounting
Standards.
As
such,
this
preliminary
final
report
does
not
include
all
the
notes
of
the
type
included
in
an
annual financial
report
and
accordingly,
should
be
read
in
conjunction
with
the
annual
report
for
the
year ended
30
June
2014
and
with
any
public
announcement
made
by
Mobilarm
Limited
during
the
reporting period
in
accordance
with
the
disclosure
requirements
of
the
Corporations
Act
2001.
The
accounting
policies
and
methods
of
computation
are
the
same
as
those
adopted
in
the
most
recent annual
financial
report.
The
accounting
policies
and
methods
of
computation
are
the
same
as
those
adopted
in
the
annual financial
report
for
the
year
ended
30
June
2014.
The
financial
report
is
presented
in
Australian
Dollars
and
all
values
are
rounded
to
the
nearest
dollar.
(b) Going Concern
This
report
has
been
prepared
on
a
going
concern
basis,
which
contemplates
the
continuity
of
normal business
activity
and
the
realisation
of
assets
and
settlement
of
liabilities
in
the
normal
course
of business.
9
The
Company
has
incurred
a
net
loss
after
tax
for
the
year
ended
30
June
2015
of
$807,086
(2013: $63,392)
and
experienced
net
cash
outflows
from
operating
activities
of
$2,149,970
(2014:
$1,052,788). As
30
June
2015,
the
Company
had
net
assets
of
$5,356,542
(2014:
$5,666,639).
Notwithstanding
the
above,
the
ability
of
the
Company
to
continue
as
a
going
concern
is
reliant
on:
-
increased
cash
flows
from
operations,
and/
or -
the
raising
of
funds
through
a
debt
or
equity
issues.
The
Directors
have
reviewed
the
business
outlook
and
plans
of
the
company
and
believe
that
the Company
will
achieve
increased
cash
flows
from
operations
to
sustain
its
ability
to
continue
as
a
going concern,
which
will
also
make
the
raising
of
funds
more
achievable
if
needed.
The
Company
started
a rental
program
during
the
previous
year.
The
Company
has
spent
considerable
operating
cash
flows
to build
up
stock
for
this
program
but
is
looking
to
derive
long-‐term
cash
inflows
from
the
program.
Net rental
revenues
increased
from
$169,173
in
the
previous
year
to
$831,498.
The
Company
has
also expanded
its
service
portfolio
to
increase
the
business
resulting
in
a
total
increase
in
revenues
of $875,873
during
the
year.
The
Company
is
also
focused
on
long
term
cost
savings
to
continue
to improve
its
operating
results.
Should
the
entity
not
achieve
the
matters
set
out
above,
there
is
significant
uncertainty
whether
the entity
will
continue
as
a
going
concern
and
therefore
whether
it
will
realise
its
assets
and
extinguish
its liabilities
in
the
normal
course
of
business
and
at
amounts
stated
in
the
financial
report.
The
financial
report
does
not
include
any
adjustments
that
may
be
necessary
if
the
Company
is
unable to
continue
as
a
going
concern.
==> picture [53 x 820] intentionally omitted <==
10
==> picture [53 x 820] intentionally omitted <==
----- Start of picture text -----
-‐
----- End of picture text -----
3 INVENTORIES
| 3 INVENTORIES |
|
|---|---|
| June 2015 June 2014 $ $ |
|
| Inventories, at cost Raw materials, stores and work in progress inventory at net realisable value Finished goods Total inventories at lower of cost and net realisable |
2,374,145 833,068 91,423 340,994 |
| 2,465,568 1,174,062 |
The
Company
increased
its
inventory
levels
during
the
year
as
part
of
its
strategy
to
increase
its
rental business.
**4 PLANT
AND
EQUIPMENT**
Plant and Equipment net of depreciation Units under Customer Rental Plant and equipment Motor vehicles Intangible assets net of amortisation |
June 2015 June 2014 $ $ 802,491 350,957 283,141 264,988 6,429 7,942 |
|---|---|
| 1,092,060 623,887 |
The
Company
increased
its
units
under
customer
rental
as
part
of
the
additional
rental
contracts
signed during
year.
**5 INTANGIBLE
ASSETS**
Intangible assets net of amortisation Development Cost Goodwill Computer software Intangible assets net of amortisation |
June 2015 June 2014 $ $ 1,075,250 1,329,880 1,924,068 1,924,068 2,363 - |
|---|---|
| 3,001,681 3,253,948 |
11
==> picture [53 x 820] intentionally omitted <==
----- Start of picture text -----
-‐
-‐
-‐
----- End of picture text -----
**6 INTEREST
BEARING
LOANS
AND
BORROWINGS**
| CURRENT Intangible assets net of amortisation Convertible Notes (i) Credit facility (i) Finance leases NON CURRENT Convertible Notes (ii) Finance leases |
June 2015 June 2014 $ $ 974,809 197,135 - 698,999 |
|---|---|
| 974,809 896,134 |
|
| - - |
|
| 974,809 896,134 |
|
| 2,038,866 - |
|
| 2,020 6,318 |
|
| 2,040,886 - |
The
Company
entered
into
various
interest
bearing
loans
for
working
capital
purposes.
The
terms
of each
loan
are
described
below.
- (i) The
Company
entered
into
a
credit
facility
with
a
shareholder
for
the
value
of
an
equity
investment in
another
entity.
As
the
Company
sells
the
equity
investment,
it
recognises
the
proceeds
as
a convertible
note,
with
an
interest
rate
of
6%.
The
note
is
convertible
by
the
noteholder
upon giving
the
Company
thirty
days
notice
at
the
lower
of
$0.04
per
share
or
the
price
of
any
new Entitlements
Issue.
The
note
can
be
converted
by
the
Company
at
the
expiration
date
at
a
price that
equals
80%
of
the
trailing
30
day
VWAP
at
the
time
of
expiry.
As
at
30
June
2015,
the
entire facility
was
converted
to
a
convertible
note.
The
convertible
note
expires
on
7
March -
As
at 30
June
2014,
the
Company
had
sold
$197,135
and
recognised
it
as
a
convertible
note.
As
at
30 June
2014,
$56,688
of
the
funds
realized
from
the
sale
had
cleared
with
$140,447
reflected
as
a receivable
in
transit.
The
remaining
value
of
the
investment
is
recognised
as
a
credit
facility
at
its current
market
value
of
$698,999. -
(ii) The
Company
entered
into
eight
convertible
note
agreements
on
31
January
2015
for
a
total
of $2,000,000.
The
notes
have
an
interest
rate
of
12%
payable
quarterly.
The
notes
are
convertible into
ordinary
shares
at
a
price
of
$0.06
cents
per
share.
The
notes
expire
on
31
July
12
==> picture [53 x 820] intentionally omitted <==
----- Start of picture text -----
-‐
-‐
-‐
----- End of picture text -----
**7 CONTRIBUTED
EQUITY**
Ordinary shares (a) Performance shares (b) Contributed equity (a) Ordinary Shares Movement in ordinary shares on issue Balance at beginning of year Issuance of equity Cost of share issues Performance shares class B Performance shares class C Currency revaluation Conversion of Convertible Notes Balance at end of the year |
June 2015 June 2014 $ $ 29,686,317 29,752,742 - 51,556 29,686,317 29,804,298 June 2015 June 2014 Number $ Number $ 350,084,416 29,752,742 299,560,681 27,623,480 - - 32,500,000 1,300,000 - (120,000) - (10,000) - - - 125,927 - 53,333 - - - 242 - (7,654) - - 18,024,735 720,989 |
|---|---|
| 350,084,416 29,686,317 350,084,416 29,752,742 |
Holders
of
ordinary
shares
are
entitled
to
receive
dividends
as
declared
from
time
to
time
and
are entitled
to
one
vote
per
share
at
shareholder
meetings.
(i) Movement in Performance Shares Class C Balance at beginning of year Share issue Shares lapsed during the year Share based payment expense for the year Balance at end of the year Total Performance Shares |
June 2015 June 2014 Number $ Number $ 333,334 51,556 333,334 40,888 - - - - - (53,333) - - - 1,777 - 10,668 |
|---|---|
| - - 333,334 51,556 |
|
| - - 333,334 177,483 |
Performance
class
C
shares
convert
to
ordinary
shares
on
a
1
for
1
basis
upon
the
Company
reaching
a market
capitalisation
of
$100
million
dollars
based
on
the
five
day
weighted
average
share
price
on
the ASX.
The
Company
has
amortised
the
Performance
shares
class
C
based
upon
the
Company’s
financial plans
to
reach
that
milestone.
333,334
Performance
shares
class
C
reached
their
expiry
date
without meeting
the
performance
condition.
| June 2015 | June 2014 | |||
|---|---|---|---|---|
| $ | $ | |||
| Stock options | 650,640 | 405,182 | ||
| Performance share rights | 185,242 | 100,466 | ||
| Reserves | 835,882 | 505,648 |
13
==> picture [53 x 820] intentionally omitted <==
----- Start of picture text -----
-‐
-‐
-‐
----- End of picture text -----
(c) Options Movement in options on issue Balance at beginning of year (i) Options issued – Capital Raising (ii) Options cancelled – Employee Stock Option Plan (iii) Options issued – Directors Compensation (iv) Options cancelled – Capital Raising Subtotal |
June 2015 June 2014 Number $ Number $ 71,345,471 405,182 71,345,471 305,638 - - 20,000,000 - (300,000) - - - - 245,458 - 99,544 (38,166,651) - (23,166,651) - |
|---|---|
| 32,878,820 650,640 68,178,820 405,182 |
-
(i) All
options
were
issued
as
a
free
attaching
option
as
part
of
the
Company’s
capital
raises
in previous
years
or
as
part
of
the
employee
stock
option
plan. -
(ii) The
Group
issued
20,000,000
share
options
on
28
March
2014
as
part
of
its
Entitlements Offer.
The
options
have
a
one
year
expiry
and
the
exercise
price
is
as
follows:
Date
of
Exercise Exercise
Price Within
181
days
of
issue $0.04 Within
182-‐365
days
of
issue $0.06
(iii) The
outstanding
options
issued
under
the
employee
stock
option
plan
are
detailed
as follows:
| follows: | |||
|---|---|---|---|
| Grant Date | Expiry Date | Strike Price | Amount |
| 22-Dec-2010 | 22-Dec-2015 | $0.193* | 625,000 |
| 20-Jan-2011 | 15-Oct-2015 | $0.193* | 83,333 |
| 09-Jun-2011 | 09-Jun-2016 | $0.072 | 500,000 |
| Balance at end of the year | 1,208,333 | ||
* The original strike price for these options was $0.20. |
The terms of these employee options provide for | ||
| the exercise price of the options | to be adjusted in accordance with the formula | set out in ASX Listing | |
| Rule 6.22.2 following an Entitlement Offer. The Company adjusted the strike | price as part of the | ||
| Entitlements Offer completed. |
- (iv) On
the
8th
of
August
2012
the
Board
(excluding
Mr
Ken
Gaunt
who
did
not
wish
to
make any
recommendation)
has
proposed
the
issue
of
29,670,487
share
options
to
Director/Chief Executive
Officer
Ken
Gaunt.
Each
option
entitles
the
holder
to
exercise
the
option
in exchange
for
one
ordinary
share
in
the
Company.
The
options
are
exercisable
at
an
exercise price
of
per
option
A$0.021.
The
Options
vest
when
the
Share
Price
is
equal
to
or
greater than
A$0.10
(subject
to
adjustment
under
the
terms
of
the
grant).
In
addition,
upon
a Change
of
Control
Event
(i),
the
Options
automatically
vest.
-
(i) Change
of
Control
Event
means: -
a. a
person
acquires
voting
power
in
at
least
50.1%
or
more
of
the
issued
Shares; -
b. a
person
acquires
the
power
to
direct
or
cause
the
direction
of
management
or
policies of
the
Company; -
c. a
person
directly
or
indirectly
acquires
all
or
substantially
all
of
the
business
and
assets of
the
Group;
or
14
| d. (d) a person otherwise acquires or merges with the Group, | |
|---|---|
| including by way of a takeover bid, scheme of arrangement, amalgamation, merger, capital | |
| reconstruction, consolidation, share acquisition, securities issuance, share buyback or | |
| repurchase, reverse takeover, dual listed company structure, establishment of a new | |
| holding entity for the Group or any other comparable transaction or arrangement. |
|
In association with the grant above, the Company has also proposed that the Company enter into an |
|
| interest-free loan agreement with Mr. Gaunt of an amount equal to the total Grant Price payable for the | |
| 29,670,487 Options, being a total loan amount of $267,034. These transactions were approved at a | |
| general meeting of shareholders on the 7thof September 2012. | |
| Additionally, Sir Tim McClement was issued 2,000,000 options. The options are exercisable at an | |
| exercise price of per option A$0.027. The Options vest when the Share Price is equal to or greater than | |
| A$0.10 (subject to adjustment under the terms of the grant). These transactions were approved at a | |
| general meeting of shareholders on the 29thof November 2012. |
|
(d) Performance Share Rights June 2015 June 2014 |
|
| Movement in options on issue Number $ Number |
$ |
| Balance at beginning of year 11,000,000 100,466 11,000,000 |
29,549 |
| Performance share rights issued 10,000,000 84,776 - |
70,917 |
| Performance share rights cancelled (2,000,000) - - |
- |
| Balance at end of the year 19,000,000 185,242 11,000,000 100,466 |
|
| The Company granted 11,000,000 performance share rights in 2013 to employees, 9,000,000 of these | |
| remain valid as of 30 June 2015. The Company granted a further 7,000,000 performance share rights in | |
| February 2015 to employees. The performance share rights vest when the Share Price is equal to or | |
| greater than A$0.10 (subject to adjustment under the terms of the grant). In addition, upon a Change of | |
| Control Event (i), the performance share rights automatically vest. | |
| (i) Change of Control Event means: |
|
| a. a person acquires voting power in at least 50.1% or more of the issued Shares; | |
| b. a person acquires the power to direct or cause the direction of management or policies | |
| of the Company; | |
| c. a person directly or indirectly acquires all or substantially all of the business and assets | |
| of the Group; or | |
| d. (d) a person otherwise acquires or merges with the Group, | |
| including by way of a takeover bid, scheme of arrangement, amalgamation, merger, capital | |
| reconstruction, consolidation, share acquisition, securities issuance, share buyback or | |
| repurchase, reverse takeover, dual listed company structure, establishment of a new | |
| holding entity for the Group or any other comparable transaction or arrangement. | |
| Some of the performance share rights have additional vesting criteria regarding specific performance of | |
| projects being completed, such as the development of our next generation products. |
|
The Company granted a further 3,000,000 performance share rights in February 2015 to employees. The |
|
| performance share rights vest when | |
| (ii) the sales team as a whole achieve total orders in excess of $10 million in the period ending |
|
| 12 months from the date of issue of the shares. | |
| (iii) the employee remaining an employee for a period of 12 months after (a) has been satisfied. |
|
| 15 |
**8 EARNINGS
PER
SHARE**
EARNINGS PER SHARE Weighted average number of ordinary shares outstanding during the year used in the calculation of basic earnings per share Weighted average number of ordinary shares outstanding during the year used in the calculation of diluted earnings per share Basic earnings/(loss) per share (cents per share) Diluted earnings/(loss) per share (cents per share) |
June 2015 June 2014 Number Number 350,084,416 323,888,349 |
|---|---|
| 350,084,416 323,888,349 |
|
(0.2) (0.0) |
|
(0.2) (0.0) |
|
**9 SEGMENT
INFORMATION**
The
company
operates
solely
in
the
development,
manufacturing
and
sale
of
Man
Overboard
safety systems.
The
Company
operates
in
four
geographical
locations
being
Australia,
the
United
Kingdom, Nigeria
and
the
United
States
of
America.
The
Company
manages
its
operations
internally
as
one segment
under
the
management
of
the
CEO.
The
accounting
policies
applied
for
internal
reports
are consistent
with
the
policies
used
to
prepare
the
financial
statements.
**10 CONTINGENT
LIABILITIES**
As
at
reporting
date
there
were
no
contingent
liabilities.
**11 SUBSEQUENT
EVENTS**
There
have
been
no
events
since
the
end
of
the
financial
year
that
affect
the
results
as
at
and
for
the year
ended
30
June
2015.
==> picture [53 x 820] intentionally omitted <==
16
ANNUAL MEETING
The
annual
meeting
will
be
held
as
follows:
Place To
be
advised Date To
be
advised Time To
be
advised Approximate
date
the
+annual
report
will
be 31
October
2015 available
COMPLIANCE ESTATEMENT
- 1 This
report
has
been
prepared
in
accordance
with
AASB
Standards,
other
AASB
authoritative
pronouncements
and
Urgent
Issues
Group
Consensus
Views
or
other
standards
acceptable
to ASX
(see
note
12).
Identify
other
standards
used
-
2 This
report,
and
the
+accounts
upon
which
the
report
is
based
(if
separate),
use
the
same accounting
policies. -
3 This
report
does
give
a
true
and
fair
view
of
the
matters
disclosed -
4
This
report
is
based
on
+accounts
to
which
one
of
the
following
applies. (Tick
one)
¨ The +accounts
have
been ¨ The +accounts
have
been audited. subject
to
review.ü The[+] accounts
are
in
the ¨ The[+] accounts
have not yet process
of
being
audited
or been
audited
or
reviewed. subject
to
review.
- 5 The
entity
has
formally
constituted
audit
committee.
Sign
here:
==> picture [146 x 38] intentionally omitted <==
Date:
31
August
2015
Print
name:
Jorge
Nigaglioni Executive
Director
&
Chief
Financial
Officer
==> picture [53 x 820] intentionally omitted <==
17