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WAM ACTIVE LIMITED Annual Report 2012

Sep 3, 2012

66032_rns_2012-09-03_e297fe8d-053a-4ced-8c28-82f0c3609230.pdf

Annual Report

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WAM Active Limited ABN 49 126 420 719

Annual Report for the year ending 30 June 2012

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Company Particulars

WAM Active Limited is a Listed Investment Company and is WAM Active Limited is a Listed Investment Company and is a reporting entity. It is primarily an investor in
equities listed on the Australian securities market.
Directors: G. Wilson (Chairman) J. Abernethy
M. Kidman R. Walker
Secretary: K. Thorley
Investment Manager: MAM Pty Limited
Level 11, 139 Macquarie Street
Sydney NSW 2000
Auditors: Moore Stephens Sydney
Country of Incorporation: Australia
Registered Office: Level 11, 139 Macquarie Street
Sydney NSW 2000
Contact Details: Postal Address: GPO Box 4658, Sydney NSW 2001
Telephone: (02) 9247 6755
Fax: (02) 9247 6855
Email:[email protected]
Website:www.wamfunds.com.au
Share Registrar: Boardroom Pty Limited
Level 7, 207 Kent Street
Sydney NSW 2000
Telephone: (02) 9290 9600
Fax: (02) 9279 0664
For enquiries relating to shareholdings, dividends (including participation in the
Dividend Reinvestment Plan) and related matters, please contact the share
registrar.
Australian Securities Ordinary Shares (WAA)
Exchange: Options (WAAO) $1.08 expiry 12 December 2013

Calendar of Events 2012

Annual General Meeting and Presentation

Sydney Wednesday 28 November

Lyceum Theatre Wesley Centre 220 Pitt Street Sydney NSW 2000 9.45am – 11.00am

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Melbourne Thursday 29 November Presentation only

Adelaide Friday 30 November Presentation only

Canberra Monday 3 December Presentation only

Brisbane Tuesday 4 December Presentation only

Morgans at 401 401 Collins Street Melbourne VIC 3000 10.00am – 11.00am

Adelaide Town Hall 128 King William Street Adelaide SA 5000 10.00am – 11.00am

Belconnen Premier Inn RBS Morgans 110 Benjamin Way L29, 123 Eagle Street Belconnen ACT 2617 Brisbane QLD 4000 10.00am – 11.00am 10.00am – 11.00am

Key Highlights FY2012

5.5%

12.5%

Investment Portfolio Performance

Full Year Fully Franked Dividend

2.1%

9.5%

After Tax Net Tangible Assets (NTA) adjusted for dividends

Share Price adjusted for dividends

Summary of Results FY 2012

WAM Active’s operating profit before tax is $322,300 (2011: $1,143,352) and an operating profit after tax of $394,535 (2011: $1,205,441) for the year to 30 June 2012. The after tax profit was boosted by a $72,235 income tax benefit resulting from franking credit offsets. The decrease in profit compared to the previous year is a reflection of the investment portfolio returning 5.5% compared to 11.5% in FY2011.

WAM Active’s investment portfolio outperformed the S&P/ASX All Ordinaries Accumulation Index by 12.5% for the 12 months to 30 June 2012.

The Board declared a fully franked final dividend of 4.5 cents per share which brings the full year fully franked dividend to 9.0 cents per share. This is a 12.5% increase on the previous year.

At a glance as at 30 June 2012 At a glance as at 30 June 2012
Inception Date January 2008
Market Cap ($m) $17.0m
Share price at 30 June 2012 $1.04
Shares on issue (WAA) 16,309,945
Options on issue (WAAO) 16,309,945
NTA (pre-tax) $1.06
NTA (post-tax) $1.06

Fund size ($m)
$17.6m
Full Year DividendFY2012 9.0 cents
Full Year DividendFY2011 8.0 cents
Fullyfranked annualised dividend yield 8.7%

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WAM Active’s investment portfolio
return 11.3% p.a. over 4.5 years
Index re-based
80
60
40
20
0
-20
-40
-60
WAA Investment Portfolio ASX All Ords Accumulation Index
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CONTENTS

Chairman’s Letter…………………………………………………………………………… 1
Corporate Governance Statement………………………………………………………... 5
Directors’ Report to Shareholders………………………………………………………… 10
Auditor’s Independence Declaration……………………………………………………… 18
Statement of Comprehensive Income..…………………………………………………... 19
Statement of Financial Position…………………………………………………………… 20
Statement of Changes in Equity…………………………...……………………………… 21
Statement of Cash Flows…………………………………………………………………. 22
Notes to the Financial Statements………………………………………………………... 23
Directors’ Declaration………………………………………………………………………. 41
Independent Auditor’s Report……………………………………………………………... 42
Investments at Market Value……………………………………………………………… 44
ASX Additional Information..………………………………………………………………. 46

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CHAIRMAN’S LETTER

Dear Fellow Shareholders,

I would like to thank you for your support during another volatile year for Australian and global equities.

WAM Active Limited (WAM Active) is now in its fifth year of operation and I am pleased with the Company’s solid performance. Since listing in January 2008, the investment philosophy has been consistently applied and the Company has delivered shareholders a growing stream of fully franked dividends and preserved shareholders’ capital. It is pleasing that over this period, the investment portfolio has returned 11.3% p.a. while the S&P/ASX All Ordinaries Accumulation Index has fallen 5.3% p.a. The Board and the Manager continue to be confident that with the flexible investment approach and ability to take advantage of many varying trading situations, shareholders will continue to see positive returns in most market environments.

Our Objectives and Investment Process

The investment objectives of the Company are:

  • To deliver investors a regular income stream in the form of fully franked dividends;

  • To provide investors with a positive return, after fees, over most periods of time; and

  • To preserve capital in both the short term and long term.

To achieve these objectives, WAM Active employs the following investment process.

Market Driven investing

We take advantage of relative short-term arbitrages and mis-pricings in the Australian equities market, rather than investing in any individual companies or portfolio of companies for a prolonged period of time. We utilise our extensive information network in the investment community to help generate investment ideas.

  • We scour the market for opportunities including:

  • initial public offerings

  • capital raisings

  • block trades

  • oversold positions

  • takeovers

  • Listed Investment Companies (LIC) arbitrage

  • stocks trading at a discount to their NTA backing

  • earnings momentum / surprises

  • short selling

  • market themes and trends

The Manager may make investments that result in the Company retaining positions in entities that have been delisted. While the Manager’s mandate generally limits investment to listed entities or Initial Public Offerings (IPOs), from time to time the Board may authorise the Manager to retain such investments.

Our Approach and Business Model

Our approach is to invest with a focus on absolute returns. An absolute return approach aims to deliver positive returns in a rising market as well as preserving capital in a falling market over the long term. Returns of absolute return funds typically tend to have a low correlation to market indices and benchmarks that represent other asset classes such as shares, property or fixed interest. This low correlation means that movements in those variables are relatively independent of each other. Investment in absolute returnfocused investment entities may therefore assist investors to diversify and reduce the overall volatility of their portfolios over the long term.

1

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CHAIRMAN’S LETTER

Our disciplined approach is to provide the maximum return possible while taking the minimum amount of risk. WAM Active has a relatively low risk profile for a number of reasons. If we do not identify an opportunity under the Market Driven approach, we revert to cash. The average net cash position held since inception is 53.5% of assets.

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Our investment team has over 50 years of collective experience in the Australian sharemarket with a high degree of street smarts. The team comprises of Chris Stott and myself as Portfolio Managers, Matthew Haupt our Equity Analyst, Martin Hickson our Analyst/Dealer and Mark Tobin our Assistant Analyst. The team spends as much time as possible meeting with the management of investee companies - during the past year we’ve had over 1,000 company visits.

Our Style

  • Fundamental bottom up approach

  • Absolute return focus, benchmark unaware

  • Flat structure provides quick investment decision making

  • Increased flexibility due to the relatively small funds under management

  • • A focus on risk adjusted returns with above average cash positions

Three key performance measures

1. How the investment manager performed

This is before all costs and is compared to the index which is also before tax and costs. WAM Active’s investment portfolio increased 5.5% for the 12 months to 30 June 2012, while the S&P/ASX All Ordinaries Accumulation Index fell by 7.0%. This represents an outperformance of 12.5%.

2. The movement in underlying assets (NTA) after taxes, management fees and all other costs This performance shows the change in the value of the assets that belong to the shareholders over the 12 month period. Corporate tax, being 30%, is the most significant item of difference between the investment portfolio and the net asset performance. The franking credits attached to corporate tax payments are available for distribution to shareholders through fully franked dividends. WAM Active’s after tax NTA, adjusted for dividends, increased 2.1% for the 12 months to 30 June 2012.

3. The share price return

The share price, adjusted for dividends rose 9.5% for the 12 months to 30 June 2012. This outperformed the NTA performance due to the closing of the discount to NTA over the 12 month period.

All the above performance numbers were achieved while holding an average of 49.8% in cash during the year. The return on our cash was 5.2% and the return on our equity portion of the portfolio was 5.9%.

2

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CHAIRMAN’S LETTER

Over the course of the year, the equity component of the portfolio turned over 6.5 times and we traded in 274 individual stocks.

The best performing strategies employed were trades based on relative value arbitrage, Listed Investment Company (LIC) discount to NTA and takeover arbitrage. The top contributing stocks for FY2012 were Signature Capital Investments Limited (SGI), Contango Capital Partners Limited (CCQ) and the Ethane Pipeline Income Fund (EPX).

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Annualised Investment Portfolio Performance vs
S&P/ASX All Ordinaries Accumulation Index
20.0%
15.0%
10.0%
5.0%
0.0%
1 Year 2 Years 3 Years Since inception (Jan-08)
-5.0%
-10.0%
WAA Investment Portfolio - before all expenses, fees, taxes and dividends
S&P/ASX All Ordinaries Accumulation Index
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Dividends

On 10 August 2012, the Board announced a fully franked final dividend of 4.5 cent per share. This brings the FY2012 full year fully franked dividend to 9.0 cents per share, a 12.5% increase on the previous year.

The Board is committed to paying an increasing stream of fully franked dividends to shareholders provided the company has sufficient franking credits, and it is within prudent business practices. Dividends are paid on a six-monthly basis. Dividend payments will be paid with consideration to cash flow, cash holdings and available franking credits.

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cents per share
10.0
9.0
8.0
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
2008/09 2009/10 2010/11 2011/12
2008/09 2009/10 2010/11 2011/12
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CHAIRMAN’S LETTER

Capital Management

On 4 May 2012, the Board announced a 1 for 1 bonus issue of Options to acquire ordinary shares in the capital of the Company. The Options have an exercise price of $1.08 per share and can be exercised at any time on or before 12 December 2013. The Options are currently trading on the ASX under the code WAAO.

Market Outlook

While we have a conservative view on the Australian equity market for FY2013, we believe that WAM Active can continue to find trading opportunities in all market environments. WAM Active has outperformed in both up and down markets since inception. We think this current low growth environment, coupled with our prediction of further interest rate reductions by the RBA, will lead companies to look at accretive mergers and acquisitions to provide growth. These events should provide WAM Active with attractive low risk trading opportunities; a few of which have already arisen in recent months.

We continue to believe that analyst earnings estimates for companies are too high for FY13 and this will present trading opportunities around results announcements on both the long and the short side. Discount to asset plays have been a large part of our trading strategy over the course of the year. We foresee these continuing to be a source of profitable trading opportunities in the coming year, when we can identify a relevant catalyst to narrow the discount to assets.

Shareholder Communication

We take an active approach to keeping shareholders informed about WAM Active’s activities and performance including monthly investment updates and NTA announcements, yearly and half yearly profit announcements, semi-annual shareholder briefings and access to all relevant information on our website. Also included on our website are regular audios which discuss important market issues and address common questions. These audios together with independent research reports and media articles are posted under the Media section on our website: www.wamfunds.com.au.

We encourage shareholders and interested investors to use the “Subscribe Here” feature on our website to receive weekly market updates and notification when announcements and other important information become available.

During the year we continued the successful and well-attended shareholder briefings, with seminars held in Sydney, Melbourne, Adelaide, Brisbane, Perth, Ballarat and Canberra. The team at Wilson Asset Management enjoys the opportunity to meet with you and are committed to maintaining shareholder briefings as a semi-annual event.

In March, shareholders were sent the latest edition of the six monthly investor newsletters. The next edition is due out in September. We hope you enjoyed the content and would encourage feedback on how we can improve this newsletter and our overall communication with our shareholders.

Thank you for your continuing support.

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Geoff Wilson Chairman

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WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

To ensure the Company operates effectively and in the best interests of shareholders, the Board has followed the principles and best practice recommendations established by the ASX Corporate Governance Council having regard to the nature of the Company’s activities and its size. The Company has adopted the ASX Corporate Governance Principles and Recommendations with 2010 Amendments (2[nd] Edition) for the 2012 financial year, subject to the exceptions noted below.

Role of the Board (Recommendations: 1.1 to 1.3)

The Company has a Board but no full time employees. Subject at all times to any written guidelines issued by the Board of Directors of WAM Active Limited, the day-to-day management and investment of funds is carried out by MAM Pty Limited (the Manager) pursuant to a management agreement. Consequently, there is no need to delegate functions to senior management or for a process to evaluate the performance of senior executives under recommendations 1.1, 1.2 and 1.3.

The role of the Board is to set strategic direction, approve capital management initiatives and to be responsible for the overall corporate governance of the Company which includes:

  • To oversee and monitor the performance of the Manager’s compliance with the management agreement and to ensure that the Manager is monitoring the performance of other external service providers;

  • Ensuring adequate internal controls exist and are appropriately monitored for compliance;

  • Ensuring significant business risks are identified and appropriately managed;

  • Approving the interim and final financial statements and related reports and other communications to the ASX and shareholders; and

  • Setting appropriate business standards and code for ethical behaviour.

The Board aims to ensure that all Directors and the Manager act with the utmost integrity and objectivity and endeavour to enhance the reputation of the Company. The Board aims to act in a manner designed to create and build sustainable value for shareholders.

Composition & Operation of the Board (Recommendations: 2.1 to 2.6)

The skills, experience and expertise relevant to the position of each Director who is in office at the date of the Annual Report and their term in office are detailed in the Directors’ Report on pages 11-13.

The Board had one independent Director and three non-independent Directors. The name of the Director considered to be independent is:

  • John Abernethy

This Director is considered independent as per the criteria outlined in the Board of Directors Charter which includes the Company’s criteria for independence of Directors, and can be found in the Corporate Governance section of the Company’s website at www.wamfunds.com.au. The criteria is in accordance with ASX Corporate Governance Council’s Principles.

Whilst the Company agrees with the benefits of a majority of independent Directors, under Recommendation 2.1, it believes that it can better achieve the results of the Company with the current Board’s level of expertise and without burdening shareholders with the additional costs associated with adding further independent Directors.

5

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

The Chairman is not an independent Director. The Company believes that an independent Chairman, under Recommendations 2.2, does not necessarily improve the function of the Board. The Company believes that when the Chairman is a significant driver behind the business and is a sizeable shareholder, as is the case with this Company, it adds value to the Company for all shareholders. The Company does not employ a Chief Executive Officer, consequently recommendation 2.3 is not applicable.

Given the size of the Board, a nomination committee has not been formed under recommendation 2.4. The Board as a whole considers the composition of the Board and appointment of new Directors. The Board identifies suitable candidates to fill vacancies as they arise with the aim of achieving the optimal mix of skills and diversity.

Under the Board of Directors Charter, the performance of each Director was reviewed by the Chairman during the year and the Board undertook the annual review of the performance of the Chairman to ensure the Board’s activities continue to be efficiently organised and conducted. At every annual general meeting one third of the Directors must retire from office and be eligible for re-election. Shareholder approval is required on the composition of the Board.

Each Director has the right to access all relevant information and subject to prior consultation with the Chairman, may seek independent professional advice at the entity’s expense. A copy of advice received by the Director is made available to all other members of the Board.

Code of Conduct (Recommendations: 3.1 and 3.5)

The Company has established a Directors Code of Conduct which sets out the Company’s key values and how they should be applied within the workplace and in dealings with those outside of the Company. The Directors Code of Conduct can be found in the Corporate Governance section of the Company’s website at www.wamfunds.com.au.

Diversity Policy (Recommendations: 3.2 to 3.5)

As the Company has no full time employees and given the size of the Board, a diversity policy has not been established under Recommendations 3.2 to 3.5. The Board’s composition is reviewed on an annual basis. In the event a vacancy arises, the Board will include diversity in its nomination process. Currently, there are no women on the Board.

Audit & Risk Committee (Recommendations: 4.1 to 4.4)

The Company has formed an Audit & Risk Committee consisting of two non-executive Directors of whom one is independent as defined by the ASX Corporate Governance Council’s Principles. This is considered adequate given the size of the Board (4 members) and the nature of the Company. The members of the Audit & Risk Committee are:

  • John Abernethy Chairman, independent director � Matthew Kidman Non-Executive Director, non-independent director

The Committee’s responsibilities are to:

  • Oversee the existence and maintenance of internal controls and procedures to ensure compliance with all applicable regulatory obligations;

  • Oversee the financial reporting process;

  • Review the annual and half-year financial reports and recommend them for approval by the Board of Directors;

  • Nominate external auditors; and

  • Review the existing external audit arrangements.

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WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

The Audit & Risk Committee Charter can be found in the Corporate Governance section of the Company’s website at www.wamfunds.com.au.

The Committee formally reports to the Board after each of its meetings. Details of the number of meetings of the Audit & Risk Committee during the 2012 year are set out in the Directors’ Report on page 16.

The external audit firm partner responsible for the Company audit attends meetings of the Board and Audit & Risk Committee by invitation.

The Company’s external audit is undertaken by Moore Stephens Sydney and the audit engagement partner is required to be changed at regular intervals. Scott Whiddett, a partner of Moore Stephens Sydney, is the partner responsible for the external audit of the Company for the 2012 financial year.

ASX Listing Rule Compliance (Recommendations 5.1 and 5.2)

The Company has established a continuous disclosure policy to ensure compliance with the continuous disclosure obligations under the ASX Listing Rules and the Corporations Act 2001. The policy aims to ensure all investors have equal and timely access to material information concerning the Company and that Company announcements are factual and presented in a clear and balanced way. The Continuous Disclosure Policy can be found in the Corporate Governance section of the Company’s website at www.wamfunds.com.au.

Under the Securities Dealing Policy, which can be found in the Corporate Governance section of the Company’s website at www.wamfunds.com.au, Directors are not required to hold a minimum number of shares pursuant to the Company’s Constitution. However, their current relevant interests in the Company’s shares are shown in the Directors’ Report. Directors must not deal in shares of the Company if they are in possession of price sensitive or inside information. The Board has also nominated they may not deal in shares of the Company the 5 business days before the announcement of a dividend or any other capital management initiative that might have a material impact on the share price.

In addition, the Company has established a Conflict of Interest Policy, in accordance with the Corporations Act 2001 . Under this policy, the Directors must keep the Board advised, on an ongoing basis, of any interests that could potentially conflict with those of the Company. Where the Board believes that a significant conflict exists, the Director concerned does not receive the relevant board papers and is not present at the meeting whilst the item is considered.

Shareholder Rights & Communication (Recommendations 6.1 and 6.2)

The Board aims to ensure that the shareholders are informed of all major developments affecting the Company’s state of affairs.

The Company Secretary is primarily responsible for coordinating the disclosure of information to shareholders and regulators under the direction of the Board.

Information is communicated to shareholders through the:

  • Website;

  • ASX Company Announcements platform;

  • Annual Report;

  • Investor newsletters;

  • Investor presentations;

  • Monthly Investment Updates and NTA releases; and

  • Other correspondence regarding matters impacting on shareholders as required.

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WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

Monthly NTA releases and half yearly investor newsletters contain additional information concerning the underlying investment portfolio of the Company in an effort to give investors a better understanding of the Company.

The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the Company’s strategy and goals. Shareholder information sessions are also held twice a year in May and November following the AGM. These provide an informal forum where shareholders are given the opportunity to raise questions and participate in general discussion about the Company.

The Communications Policy can be found in the Corporate Governance section of the Company’s website at www.wamfunds.com.au.

Risk Management (Recommendations: 7.1 to 7.4)

The Company has an established enterprise risk management program in accordance with the International Risk Standard AS/NZS ISO 31000:2009. It also has an established internal control program based upon the principles set out in the Australian Compliance Standard AS 3806:2006.

The Company’s enterprise risk management program addresses its material business risks. Each identified risk is individually assessed in terms of the likelihood of the risk event occurring and the potential consequences in the event that the risk event was to occur. The CompliSpace Assurance software has been implemented through which material business risks and the mitigating controls can be monitored in real time. It also ensures transparency of data and ease of reporting to the Board on the performance of its enterprise risk and compliance programs.

The Manager has provided to the board a report as to the overall effectiveness of the Company’s management of its material business risks.

The Board has received assurance from the CEO and Director of the Manager that in their view:

  • the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control; and

  • the system of risk management and internal control is operating effectively in all material respects in relation to financial reporting risks.

The Board requires the Manager to report annually on the operation of internal controls to manage the Company’s material business risk, reviews any external audit commentary in respect to internal controls and conducts any other investigations it requires in order to report on the effectiveness of the internal control system. In respect of the current financial year all necessary declarations have been submitted to the Board.

There are two main areas of risk that have been identified:

  • Market risk

  • Operational risk

Market Risk

The Manager is primarily responsible for recognising and managing market related risk as per the management agreement. The Manager provides periodic reports to the Board regarding this area of risk. By its nature, as a listed investment company, the Company will always be subject to market risk as it invests its capital in securities which are not risk free as the market price of these securities can fluctuate. However, the Company seeks to reduce and manage market risk by not being overly exposed to one investee company or one particular sector of the market. The Manager reviews the relative weightings of individual securities and the relevant market sectors regularly. The Company does not have set parameters as to a minimum or maximum amount of the portfolio that can be invested in a single company or sector.

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WAM ACTIVE LIMITED A.B.N. 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

MAM Pty Limited, the Manager, is required to act in accordance with the investment management agreement and reports to the Board regularly on the Fund’s performance and any material actions that have occurred in the period.

Operational Risk

The Manager is primarily responsible for recognising and managing operational risk issues such as legal and regulatory risk, systems and process risk and outsourcing risk. The Company outsource its administrative functions to service providers: MAM Pty Limited (investment management), Wilson Asset Management (International) Pty Limited (accounting and compliance), RBC Investor Services (custody) and Boardroom Pty Limited (share registry) and accordingly risk issues associated with these activities are handled in accordance with the service provider’s policies and procedures.

MAM Pty Limited, the Manager provides a declaration to the Board twice a year to certify that the Company’s financial statements and notes present a true and fair view, in all material respects, of the Company’s financial condition and operational results and that they have been prepared and maintained in accordance with relevant Accounting Standards and the Corporations Act 2001 .

Remuneration of Directors (Recommendations: 8.1 to 8.3)

Given the size of the Board, a remuneration committee has not been formed under recommendation 8.1. The Board believes that such a committee would not serve to protect or enhance the interests of the shareholders. The Board as a whole considers the issue of remuneration.

The maximum total remuneration of the Directors of the Company has been set at $110,000 per annum to be divided in such proportions as they agree. The scope of the Company's operations, and the frequency of Board meetings are principal determinants of the fee level. Further detail is provided in the Directors’ Report.

The Board has made no distinction between the remuneration of non-executive directors from executive directors under recommendation 8.3. All directors of WAM Active are non-executive directors.

The Chairman of WAM Active Limited is a Director of MAM Pty Limited. Further detail is provided in the Directors’ Report.

9

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

The Directors present their report together with the financial report of WAM Active Limited (“the Company”) for the financial year ended 30 June 2012.

Principal Activity

The principal activity of the Company is making investments in listed companies. The Company’s investment objectives are to deliver a rising stream of fully franked dividends and to preserve capital in both the short term and long term. No change in this activity took place during the year or is likely in the future.

Operating and Financial Review

Investment operations over the year resulted in an operating profit before tax of $322,300 (2011: $1,143,352) and an operating profit after tax of $394,535 (2011: $1,205,441). The decrease in profit in comparison to the previous year is a reflection of the investment portfolio returning 5.5% compared to 11.5% in FY2011.

Under Accounting Standards, realised gains and losses and dividend income are added to or reduced by changes in the market value of the Company’s investments. This can lead to large variations in reported profits. We believe a more appropriate measure of the results is the change in Net Tangible Assets (NTA) per share, adjusted for dividends. The after tax NTA, adjusted for dividends, increased 2.1% for the year ended 30 June 2012. The share price, adjusted for dividends, rose 9.5% for the year ended 30 June 2012.

Net asset backing for each ordinary share as at 30 June 2012 (calculated on market value less realisation costs and all applicable taxes and before provision for dividend) amounted to 106.47 cents per share (2011: 112.67 cents). Net Tangible Assets after tax on realised gains but before tax on unrealised gains was 108.02 cents per share (2011: 113.39 cents).

Further information on the operating and financial review of the Company is contained in the Chairman’s Letter on pages 1 to 4 of the Annual Report.

Financial Position

The net asset value of the company for the current financial year was $17,402,006 (2011: $18,131,297).

Significant changes in State of Affairs

There was no significant change in the state of affairs of the Company during the year ended 30 June 2012.

Dividends Paid or Recommended

Dividends paid or declared are as follows:

$ Fully franked FY2011 final dividend of 4.0 cents per share was paid on 30 September 2011 642,666 Fully franked FY2012 interim dividend of 4.5 cents per share was paid on 24 April 2012 727,930

Since year end the Board has declared a final dividend of 4.5 cents per share fully franked to be paid on 19 October 2012.

10

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

Directors

The following persons were Directors of the Company during the whole of the financial year and up to the date of this report:

G.J. Wilson M.J. Kidman J.B. Abernethy R.J. Walker

Information on Directors

Geoffrey Wilson (Chairman – Non-independent)

Experience and expertise

Geoffrey Wilson has had 32 years experience in the Australian and international securities industry. He holds a Bachelor of Science Degree and a Graduate Management Qualification. He is also a Fellow of the Institute of Company Directors and a Fellow of the Securities Institute of Australia.

Geoffrey has been Chairman of the Company since July 2007.

Geoffrey Wilson is currently Chairman of WAM Research Limited (appointed June 2003), WAM Capital Limited (March 1999) and Australian Stockbrokers Foundation. He is a Director of Australian Leaders Fund Limited (appointed October 2003), Clime Capital Limited (appointed November 2003), Cadence Capital Limited (appointed February 2005), Incubator Capital Limited (appointed February 2000), the Sporting Chance Cancer Foundation, Australian Fund Managers Foundation, Odyssey House McGrath Foundation, Australian Children’s Music Foundation and he is a Member of the Second Bite NSW Advisory Committee. He is also a Director of investment management companies Wilson Asset Management (International) Pty Limited, MAM Pty Limited, Boutique Investment Management Pty Limited and Boutique Asset Management Pty Limited.

Former directorships in the last 3 years

Geoffrey Wilson has not held any other directorships of listed companies within the last three years.

Special responsibilities

Chairman of the Board.

Interests in shares of the Company

Details of Geoffrey Wilson’s interests in the Company are included later in this report.

Interests in contracts

Details of Geoffrey Wilson’s interests in contracts of the Company are included later in this report.

Matthew Kidman (Non-Executive Director – Non-independent)

Experience and expertise

Matthew Kidman worked as a portfolio manager at Wilson Asset Management (International) Pty Limited for 13 years between 1998 and 2011. Prior to joining Wilson Asset Management, Matthew worked as a finance journalist at the Sydney Morning Herald between the years 1994 and 1998. In 1997 he was made business editor of the paper and was charged with the responsibility of company coverage. He has degrees in Law and Economics and a Graduate Diploma in Applied Finance.

Matthew Kidman has been a Director of the Company since July 2007.

Other current directorships

Matthew Kidman is a Director of WAM Capital Limited (appointed March 1999), WAM Research Limited (appointed May 2002), Incubator Capital Limited (appointed February 2000) and financial planning group,

11

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

Matthew Kidman (Non-Executive Director – Non-independent) (cont’d)

Centrepoint Alliance Limited (appointed February 2012). He is also a Director of the investment management company Boutique Asset Management Pty Limited.

Former directorships in the last 3 years

Matthew Kidman is a former Director of Australian Leaders Fund Limited (October 2003 to January 2010).

Special responsibilities

Member of the Audit & Risk Committee.

Interests in shares of the Company

Details of Matthew Kidman’s interests in the Company are included later in this report.

Interests in contracts

Details of Matthew Kidman’s interests in contracts of the Company are included later in this report.

John Abernethy (Non-Executive Director – Independent)

Experience and expertise

John Abernethy has over 30 years experience in funds management and corporate advisory. He spent ten years at NRMA Investments as Head of Equities managing portfolios of approximately $2 billion. In 1994 he joined Poynton Corporate Limited as an Executive Director before forming Clime Investment Management Limited (formerly known as Loftus Capital Partners) in 1996. John was also appointed Chairman of Clime Capital Limited in July 2009. He has a Bachelor of Law and Commerce from University of NSW.

John Abernethy has been a Director of the Company since November 2007.

Other current directorships

John Abernethy is Chairman of Clime Capital Limited (appointed July 2009). He is Director of Clime Investment Management Limited (formerly known as Loftus Capital Partners Limited) (appointed July 2005), WAM Research Limited (appointed May 2002), Australian Leaders Fund Limited (appointed November 2003) and Jasco Holdings Limited.

Former directorships in the last 3 years

John Abernethy has not held any other directorships of listed companies within the last three years.

Special responsibilities

Chairman of the Audit & Risk Committee.

Interests in shares of the Company

Details of John Abernethy’s interests in shares of the Company are included later in the report.

Interests in contracts

John Abernethy has no interests in contracts of the Company.

Ronald J. Walker (Non-Executive Director – Non-Independent)

Experience and expertise

Ronald J Walker AC CBE has been prominent in public life for more than forty years. He was founder and Chairman of one of Australia’s largest private chemicals companies between 1963 and 1976, and was cofounder and major shareholder of Hudson Conway Limited, and was co-founder and major shareholder of Crown Casino Limited. He served two terms as Lord Mayor of Melbourne from 1974 to 1976.

12

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

Ronald J. Walker (Non-Executive Director – Non-Independent) (cont’d)

He is Chairman of Australian Grand Prix Corporation; and Chairman of Evolve Development Pty Ltd. He is a Director of Football Federation Australia; and also Chairman of the Formula One Promoters Association, and a Member of the International Formula One Commission.

He has served Australia in many capacities over many years in public life including: Chairman of 2012 Victorian Floods Disaster Relief Fund; Cancer Institute; Chairman, Heart Foundation Appeal; Chairman, Save the Children Fund; Chairman, Aborigines Advancement League; Chairman, Australian Ballet Foundation; Chairman, Australia Business Arts Foundation; Commissioner, Melbourne 1996 Olympic Games Bid; Member, Sydney 2000 Olympic Bid; Trustee, National Gallery of Victoria for nine years; Founding Chairman, Victorian Major Events Company for ten years; and Chairman, Melbourne 2006 Commonwealth Games Corporation.

In 1977, Mr Walker was made a Commander of the Order of the British Empire (CBE) for service to the Commonwealth. He became an Officer of the Order for Australia (AO) for service to the community 1987, and was made a Companion of the Order of Australia (AC) in 2003 for services to business, arts, tourism and the community.

Ronald Walker has been a Director of the Company since March 2008.

Other current directorships

Ronald Walker is Director of Football Federation Australia Limited (appointed September 2003).

Former directorships in the last 3 years

Ronald Walker was formerly Chairman of Fairfax Media Limited from 2005 to 2009. After 20 years as Chairman of the O’Brien Foundation and O’Brien Institute at St Vincent’s Hospital Melbourne, Ron Walker retired in July 2011. In February 2012, he resigned as Director of the Australian Tissue Engineering Centre.

Interests in shares of the Company

Details of Ronald Walker’s interests in shares of the Company are included later in this report.

Interests in contracts

Ronald Walker has no interests in contracts of the Company.

Company Secretary

The following person held the position of Company Secretary at the end of the financial year:

Kate Thorley (appointed 6 November 2007). Kate is the CEO of Wilson Asset Management and the Company Secretary for WAM Capital Limited and WAM Research Limited. Kate is a CPA and holds a Bachelor of Commerce, a Graduate Diploma in Applied Finance and Investment and a Graduate Diploma of Applied Corporate Governance. Kate has worked in the funds management industry for the past 7½ years with the Wilson Asset Management Group.

13

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

Remuneration Report

This report details the nature and amount of remuneration for each Director of WAM Active Limited.

a) Remuneration of Directors

The Board from time to time determines remuneration of Non-Executive Directors within the maximum amount approved by the shareholders at the Annual Shareholders Meeting. Non-Executive Directors are not entitled to any other remuneration.

Fees and payments to Non-Executive Directors reflect the demands that are made on, and the responsibilities of, the directors and are reviewed annually by the Board. The Company determines the remuneration levels and ensures they are competitively set to attract and retain appropriately qualified and experienced Directors.

Directors’ base fees are presently set at a maximum of $110,000 per annum. Non-Executive Directors do not receive bonuses nor are they issued options on securities as part of their remuneration. Directors’ fees cover all main Board activities and membership of committees.

Directors’ remuneration received for the year ended 30 June 2012:

Director
Position
G.J. Wilson
Chairman
Non-Executive
M.J. Kidman
Director
Non-Executive
J. B. Abernethy
Director
Non-Executive
R.J. Walker
Director
Non-Executive
Directors’
Fees
$
Post-employment
Superannuation
$
Total
$
-
1,000
1,000
9,174
826
10,000
23,762
6,238
30,000
27,523
2,477
30,000
60,459
10,541
71,000

Non-Executive Directors receive a superannuation guarantee contribution required by the government, which is currently 9% of individuals benefits and do not receive any retirement benefits.

The following table compares the Company performance and Non-Executive Directors’ remuneration over four years.

over four years.
2012 2011 2010 2009
Operating profit after tax ($) 394,535 1,205,441 2,121,460 641,196
Dividends (cents per share) 9.0 8.0 6.0 2.0
Net tangible asset after tax (cents
per share) 106.47 112.67 112.14 103.37
Total Directors’ remuneration ($) 71,000 92,000 92,000 110,000

b) Director Related Entities Remuneration

All transactions with related entities were made on normal commercial terms and conditions.

14

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

Remuneration Report (cont’d)

  • b) Director Related Entities Remuneration (cont’d)

  • Geoffrey Wilson is the Director of MAM Pty Limited, the entity appointed to manage the investment portfolio of WAM Active Limited. Entities associated with Geoffrey Wilson now also hold 100% of the issued shares of MAM Pty Limited (formerly 20% of the issued shares held by entities associated with Matthew Kidman – a former Director of MAM Pty Limited). The core duties of the Manager in addition to managing the investment portfolio include the provision of financial and administrative support to ensure the maintenance of the corporate and statutory records of the Company; liaison with the ASX with respect to compliance with the ASX Listing Rules; liaison with ASIC with respect to compliance with the Corporations Act; liaison with the share registrar of the Company; investor relations; and the provision of information necessary for the maintenance of financial accounts of the Company to be completed. In its capacity as Manager, MAM Pty Limited was paid a management fee of 1% p.a (plus GST) of gross assets amounting to $195,772 inclusive of GST (2011: $205,699). As at 30 June 2012, the balance payable to the Manager was $48,497 (2011: $16,960).

In addition, MAM Pty Limited is to be paid, annually in arrears, a performance fee being 20% of the increase in the gross value of the portfolio above the high water mark:

The high water mark is the greater of the:

  • The highest gross value of the portfolio as at the last day of the last performance period for which a performance fee was last paid or payable; and

  • The gross proceeds raised from the issue of shares pursuant to the original prospectus.

If the gross value of the portfolio falls below a previous high water mark then no further performance fees can be accrued or paid until the loss has been fully recovered. As at 30 June 2012, a performance fee of $125,542 inclusive of GST is payable to MAM Pty Limited (2011: $320,726).

  • c) Contracts

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than those detailed above) by reason of a contract made by the Company or a related Company with the Director or with a firm of which he is a member or with a Company in which he has substantial financial interest.

  • d) Remuneration of Executives

There are no executives that are paid by the Company. MAM Pty Limited, the investment manager of the Company is remunerated as outlined above.

e) Equity Instruments Disclosures of Directors and Related Parties As at the date of this report, the Company’s Directors and their related parties held the following interests in the Company:

Directors Ordinary Shares Options
G.J. Wilson 2,144,793 2,144,793
M.J. Kidman 301,702 301,702
J.B. Abernethy 60,000 60,000
R.J. Walker 1,642,300 1,642,300

Directors and director related entities disposed of and acquired ordinary shares and options in the Company on the same terms and conditions available to other shareholders.

15

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

The Directors have not, during or since the end financial year, been granted options over unissued shares or interests in shares of the Company as part of their remuneration.

Directors’ Meetings

Director No. eligible to attend G.J. Wilson 8 M.J. Kidman 8 J.B. Abernethy 8 R.J. Walker 8

Attended

Audit & Risk Committee Meetings

The main responsibilities of the Audit & Risk Committee are set out in the Corporate Governance Statement on pages 6 to 7 of the Annual Report.

Director No. eligible to attend Attended M.J. Kidman 3 3 J.B. Abernethy 3 3

After Balance Date Events

Since year end the Company declared a final dividend of 4.5 cents per share fully franked to be paid on 19 October 2012.

No other matters or circumstances have arisen since the end of the financial year which significantly affect or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in subsequent financial years.

Future Developments

The Company will continue to pursue its policy of investment during the next financial year, investing its current fixed interest and cash holdings into the equity market as opportunities arise.

Environmental Issues

The Company’s operations are not regulated by any environmental regulation under a law of the Commonwealth or of a State or Territory.

Indemnification and Insurance of Officers or Auditors

During the financial year the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary and any related body corporate against liability incurred as such by a Director or Secretary to the extent permitted by the Corporations Act 2001 . The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

No indemnities have been given or insurance premiums paid during or since the end of the financial year, for any person who is or has been an auditor of the Company.

16

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2012

Proceedings on behalf of the Company

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

Non-Audit Services

During the year Moore Stephens Sydney, the Company’s auditor, did not perform any other services in addition to their statutory duties for the Company. Moore Stephens Sydney Pty Limited, a related party of the Company’s auditor, performed taxation services for the Company. Details of the amounts paid to the auditors and their related parties are disclosed in Note 5 to the financial statements.

The Board of Directors, in accordance with advice from the Audit & Risk Committee, is satisfied that the provision of non-audit services during the year is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001 . The Directors are satisfied that the services disclosed in Note 5 did not compromise the external auditor’s independence for the following reasons:

  • all non-audit services are reviewed and approved by the Audit & Risk Committee prior to commencement to ensure they do not adversely affect the integrity and objectivity of the auditor; and

  • the nature of the services provided do not compromise the general principles relating to auditory independence in accordance with the APES 110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

Auditor’s Independence Declaration

A copy of the Auditor’s Independence Declaration as required under Section 307C of the Corporations Act 2001 is set out on page 18 of this Annual Report.

Signed in accordance with a resolution of the Board of Directors.

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G.J. Wilson Chairman

Dated at Sydney this 4[th] day of September 2012

17

Level 7, 20 Hunter Street Sydney NSW 2000

T +61 (0)2 8236 7700 F +61 (0)2 9233 4636

www.moorestephens.com.au

AUDITOR’S INDEPENDENCE DECLARATION TO THE DIRECTORS OF WAM ACTIVE LIMITED

As lead auditor for the review of WAM Active Limited for the year ended 30 June 2012, I declare that to the best of my knowledge and belief, there have been:

  • a. no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • b. no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of WAM Active Limited during the period.

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Moore Stephens Sydney Chartered Accountants

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Scott Whiddett Partner

Dated in Sydney this 4[th] day of September 2012

18

Moore Stephens Sydney ABN 90 773 984 843. Liability limited by a scheme approved under Professional Standards Legislation Other than for the acts or omissions of financial services licensees. An independent member of Moore Stephens International Limited - members in principal cities throughout the world The Sydney Moore Stephens firm is not a partner or agent of any other Moore Stephens firm.

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2012

Note
Proceeds from sale of investments
Cost of investments sold
Realised (losses)/gains on financial assets
Unrealised gains/(losses) on financial assets
Other revenue from operating activities
2
Performance fees
Management fees
Directors fees
Custody fees
ASX listing and chess fees
Share registry fees
Brokerage expense on share purchases
Option issue expenses
Other expenses from ordinary activities
Profit before income tax
Income tax benefit
3(a)
Profit attributable to members of the Company
12
Other comprehensive income
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Basic earnings per share
15
2012
$
57,904,913
(58,655,083)
(750,170)
578,854
1,319,547
(116,982)
(182,424)
(71,000)
(50,320)
(30,568)
(24,933)
(178,650)
(36,836)
(134,218)
322,300
72,235
394,535
-
394,535
2.4 cents
2011
$
58,504,927
(58,107,167)
397,760
(253,391)
2,021,956
(298,859)
(191,674)
(92,000)
(69,765)
(30,069)
(26,972)
(169,287)
-
(144,347)
1,143,352
62,089
1,205,441
-
1,205,441
7.5 cents

The accompanying notes form part of these financial statements.

19

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2012

Note
Assets
Cash and cash equivalents
13
Trade and other receivables
6
Financial assets
7
Deferred tax assets
3(b)
Total Assets
Liabilities
Financial liabilities
8
Trade and other payables
9
Deferred tax liabilities
3(d)
Total Liabilities
Net Assets
Equity
Issued capital
10(a)
Reserves
11
Retained earnings
12
Total Equity
2012
$
9,569,918
836,698
8,826,054
293,181
19,525,851
502,082
1,367,861
253,902
2,123,845
17,402,006
16,195,624
1,331,155
(124,773)
17,402,006
2011
$
10,732,711
1,087,172
7,271,171
83,701
19,174,755
162,104
764,696
116,658
1,043,458
18,131,297
15,948,854
2,009,070
173,373
18,131,297

The accompanying notes form part of these financial statements.

20

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2012

Note
Total equity as at 1 July
Profit for the year attributable to members of the
Company
12
Shares issued via DRP during the year
10(b)
Shares issued via exercise of options during the year
10(d)
Dividends paid
4(a)
Total equity as at 30 June attributable to
members of the Company
2012
$
18,131,297
394,535
246,770
-
(1,370,596)
17,402,006
2011
$
17,519,848
1,205,441
182,420
329,236
(1,105,648)
18,131,297

The accompanying notes form part of these financial statements.

21

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2012

Note
Cash flows from Operating Activities
Dividends and trust distributions received
Interest received
Other investment income received
Investment management fees (inclusive of GST)
Investment performance fees (inclusive of GST)
Brokerage expense on share purchases (inclusive of GST)
Payments for administration expenses (inclusive of GST)
GST on brokerage expense on share sales
Net GST received from the ATO
Income tax refund/(paid)
Net cash provided by operating activities
14
Cash flows from Investing Activities
Proceeds from sale of investments
Payments for purchase of investments
Net cash used in investing activities
Cash Flows from Financing Activities
Dividends paid – net of reinvestment
Proceeds from option exercise
Net cash used in financing activities
Net decrease in cash and cash equivalents held
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
13
2012
$
661,218
480,473
157,659
(164,236)
(320,726)
(192,558)
(286,954)
(10,798)
71,954
17,697
413,729
58,140,447
(58,593,143)
(452,696)
(1,123,826)
-
(1,123,826)
(1,162,793)
10,732,711
9,569,918
2011
$
1,415,834
557,819
74,960
(206,063)
(715,175)
(181,674)
(406,721)
(13,090)
99,381
(546,113)
79,158
60,349,009
(61,481,015)
(1,132,006)
(923,228)
329,236
(593,992)
(1,646,840)
12,379,551
10,732,711

The accompanying notes form part of these financial statements.

22

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Statement of Significant Accounting Policies

Basis of Preparation

The financial statements are general purpose financial statements that have been prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001 .

The financial report was authorised for issue on 4 September 2012 by the Board of Directors.

WAM Active Limited is a listed public company, incorporated and domiciled in Australia.

Australian Accounting Standards set out accounting policies that the Australian Accounting Standards Board has concluded would result in financial statements containing relevant and reliable information about transactions, events and conditions. Compliance with Australian Accounting Standards ensures the financial statements and notes also comply with International Financial Reporting Standards. Material accounting policies adopted in the preparation of these financial statements are presented below. They have been consistently applied unless otherwise stated.

The financial statements have been prepared on an accruals basis and are based on historical costs with the exception of financial assets and certain other financial assets and liabilities which have been measured at fair value.

a) Financial Instruments

  • i. Initial Recognition and Measurement

Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual provisions of the instrument. Trade date accounting is adopted for financial assets that are delivered within timeframes established by market convention. Trade date is the date on which the Company commits to purchase or sell the assets.

Financial instruments are initially measured at fair value. Transaction costs related to instruments classified “at fair value through profit or loss” are expensed to the Statement of Comprehensive Income immediately. Financial instruments are classified and measured as set out below.

  • ii. Classification and Subsequent Measurement

  • Investments consist of shares in publicly listed and unlisted companies, exchange traded call and put options and investments in fixed interest securities.

It is considered that the information needs of shareholders in a company of this type are better met by stating investments at fair value rather than historical cost and by presenting the Statement of Financial Position on a liquidity basis.

The Company may short sell securities in anticipation of a decline in the market value of that security, or it may short sell securities for various arbitrage transactions. Short sales or borrowed stock are classified as a financial liability and are revalued to fair value through the Statement of Comprehensive Income.

  • iii. Financial Assets At Fair Value through Profit or Loss Financial assets are classified “at fair value through the profit or loss” when they are held for trading for the purpose of short term profit taking. Realised and unrealised gains and losses arising from changes in fair value are included in the Statement of Comprehensive Income in the period in which they arise.

23

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Statement of Significant Accounting Policies (cont’d)

a) Financial Instruments (cont’d)

iv. Financial Liabilities

Borrowed stock is classified “at fair value through profit or loss”. Realised and unrealised gains and losses arising from changes in fair value are included in the Income Statement period in which they arise.

  • v. Fair Value

Fair value is determined based on current market prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions and reference to similar instruments.

  • vi. Derecognition

Financial assets are derecognised where the contractual rights to receipt of cash flows expires or the asset is transferred to another party, whereby the Company no longer has any significant continuing involvement in the risks and benefits associated with the asset. Financial liabilities are derecognised where the related obligations are either discharged, cancelled or expire. The difference between the carrying value of the financial liability extinguished or transferred to another party and the fair value of consideration paid, including the transfer of non-cash assets or liabilities assumed, is recognised in the Statement of Comprehensive Income.

b) I ncome Tax

The charge of current income tax expense is based on the profit for the year adjusted for any nonassessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the end of the current financial year. Current tax liabilities (assets) are measured at the amounts expected to be paid to (recovered from) the relevant taxation authority.

Deferred tax is accounted for using the Statement of Financial Position liability method in respect of temporary difference arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the Statement of Comprehensive Income except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred tax assets relating to temporary differences and unused tax losses are recognised, to the extent that it is probable that future taxable profit will be available against which the benefits of the deferred tax asset can be utilised.

Current tax assets and liabilities are offset only where a legally enforceable right of set-off exists and it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur. Deferred tax assets and liabilities are only offset where a legally enforceable right of set-off exists, the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where it is intended that net settlement or simultaneous realisation and settlement of the respective asset and liability will occur in future periods in which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.

24

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Statement of Significant Accounting Policies (cont’d)

c) Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, at call deposits with banks or financial institutions and other fixed interest securities maturing within three months or less.

  • d) Revenue and Other Income

Interest revenue is recognised using the effective interest rate method, which, for floating rate financial assets, is the rate inherent in the instrument. Dividend revenue is recognised when the right to receive a dividend has been established. All revenue is stated net of the amount of goods and services tax (GST).

e) Trade and Other Receivables

Trade and other receivables are non-derivative financial assets and are initially recognised at fair value. They are subsequently stated at their amortised cost less the provision for impairment losses [refer Note 1(g)].

  • f) Trade and Other Payables

Trade and other payables are non-derivative financial liabilities and are stated at their amortised cost.

  • g) Impairment of Assets

At each reporting date, the Company reviews the carrying values of its tangible assets to determine whether there is any indication that those assets may be impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Comprehensive Income.

h) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of GST, except where the amount of the GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables are stated inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included as an asset or liability in the Statement of Financial Position.

Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

i) Comparative Figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

j) Critical Accounting Estimates and Judgements

The Directors evaluate estimates and judgements incorporated into the financial report based on historical knowledge and the best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data.

There are no estimates or judgements that have a material impact on the financial results of the Company for the year ended 30 June 2012.

k) Profits Reserve

The profits reserve is made up of amounts allocated from retained earnings that are preserved for future dividend payments.

25

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

1. Statement of Significant Accounting Policies (cont’d)

l) New Standards and Interpretations not yet Adopted

The Australian Accounting Standards Board has issued a number of new and amended Accounting Standards that have mandatory application dates for future reporting periods, some of which are relevant to the Company. The Company has decided not to adopt any of the new and amended pronouncements. The new and amended pronouncements that are assessed as being relevant to the Company in future reporting periods are AASB 9: Financial Instruments and AASB 2010-7: Amendments to Australian Accounting Standards arising from AASB 9 and AASB 13: Fair Value Measurement and AASB 2011-8: Amendments to Australian Accounting Standards arising from AASB 13. These standards do not materially impact the Company.

2. Other Revenue

2. Other Revenue
Australian sourced dividends
Interest
Trust distributions
Underwriting fees
Loss from options trading
2012
$
666,887
498,280
152,332
2,048
-
1,319,547
2011
$
1,402,016
545,909
74,065
17,217
(17,251)
2,021,956

3. Taxation

a) Income Tax Benefit

The prima facie tax on profit from ordinary activities before income tax is reconciled to the income tax benefit as follows:

Prima facie tax payable on profit from ordinary activities before
income tax at 30% (2011: 30%)
Imputation credit gross up
Franking credit offset
Other non-assessable items
Total income tax (benefit)/expense results in a:
Current tax asset
Deferred tax liability
Deferred tax asset
2012
$
96,690
74,309
(243,234)
-
(72,235)
2012
$
(215,973)
137,244
6,494
(72,235)
2011
$
343,005
177,875
(592,917)
9,948
(62,089)
2011
$
(59,983)
(15,445)
13,339
(62,089)

26

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

3 Taxation (cont’d)
b) Deferred Tax Assets
Tax losses
Provisions
Option Issue costs
Capitalised float costs
Capitalised legal fees
Movement in Deferred Tax Assets
Balance at the beginning of the year
Transfer tax losses from current tax liability
Credited to the Statement of Comprehensive Income
Under provision in prior period
At reporting date
c) Current Tax Liabilities
Balance at the beginning of the year
Current year income tax (benefit)/expense on operating profit
Net income tax paid
Income tax refund due
Transfer tax losses to deferred tax asset
At reporting date
d) Deferred Tax Liabilities
Fair value adjustments
Income provisions
Movement in Deferred Tax liabilities
Balance at the beginning of the year
Credited to the Statement of Comprehensive Income
At reporting date
2012
$
275,957
7,342
8,841
-
1,041
293,181
83,701
215,973
(6,494)
1
293,181
2012
$
-
(215,973)
-
-
215,973
-
2012
$
229,267
24,635
253,902
2012
$
116,658
137,244
253,902
2011
$
59,983
7,920
-
14,313
1,485
83,701
37,057
59,983
(13,339)
-
83,701
2011
$
528,415
(59,983)
(546,113)
17,698
59,983
-
2011
$
98,347
18,311
116,658
2011
$
132,103
(15,445)
116,658

27

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

4. Dividends

a) Ordinary Dividends Paid during the Year
Final Dividend FY2011: 4.0 cents per share fully franked at 30%
tax rate paid 30 September 2011 (Final dividend FY2010: 3.0
cents per share fully franked)
Interim Dividend FY2012: 4.5 cents per share fully franked at 30%
tax rate paid 24 April 2012 (Interim dividend FY2011: 4.0 cents
per share fully franked)
Dividends paid by the Company
b) Dividends not recognised at Year End
In addition to the above dividends, since the end of the year, the
Directors have declared the following dividend which has not
been recognised as a liability at the end of the financial year:
Final dividend for the year ended 30 June 2012 of 4.5 cents per
share fully franked at 30% tax rate payable 19 October 2012.
c) Dividend Franking Account
Balance of franking account at year end adjusted for franking
credits, arising from payment of provision for income tax and
dividends recognised as receivables and franking credits that may
be prevented from distribution in subsequent financial years.
Subsequent to the reporting period, the franking account would
be reduced by the proposed dividend disclosed in b) above as
follows:
2012
$
642,666
727,930
1,370,596
733,948
478,290
(314,549)
163,741
2011
$
468,281
637,367
1,105,648
642,666
840,152
(275,428)
564,724

The Company’s ability to continue to pay franked dividends is dependent upon the receipt of franked dividends from investments and the Company paying tax.

The balance of the franking account does not include the tax to be paid on unrealised investment gains and accrued income currently recognised as a deferred tax liability of $253,902 (2011: $116,658).

5. Auditor’s Remuneration

Remuneration of the auditor of the Company for:
Auditing or reviewing the financial report
Other services provided by a related practice of the auditor:
Taxation Services
2012
$
32,012
3,300
35,312
2011
$
30,849
11,539
42,388

The Company’s Audit & Risk Committee oversees the relationship with the Company’s external auditors. The Audit & Risk Committee reviews the scope of the audit and review and the proposed fee. It also reviews the cost and scope of other audit related tax compliance services provided by a related entity of the audit firm, to ensure that they do not compromise independence.

28

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

6. Trade and Other Receivables

Outstanding settlements
Income receivable
GST receivable
Tax refund
2012
$
690,590
126,932
19,176
-
836,698
2011
$
926,124
106,735
36,615
17,698
1,087,172

Outstanding settlements are on the terms of operating in the securities industry. These are non-interest bearing and require the settlement within three days of the date of a transaction. Income receivable relates to interest, sub-underwriting fees, dividend, and trust distributions receivable at the end of the reporting period.

7. Financial Assets

7. Financial Assets
Listed investments at fair value
Unlisted investments at fair value
Unlisted investments at cost
2012
$
7,976,700
580,254
269,100
8,826,054
2011
$
7,197,804
-
73,367
7,271,171

The market values of individual investments as at 30 June 2012 are disclosed on pages 44 to 45 of the Annual Report.

8. Financial Liabilities

Borrowed stock

2012 2011
$ $
**502,082 ** 162,104

Borrowed stock is carried at fair value. The Company provides cash collateral backing of 105% of the fair value of the borrowed stock to the stock lender. The level of borrowed stock plus other borrowings cannot exceed 50% of the gross value of the Portfolio of the Company as outlined in the Company’s Management Agreement.

9. Trade and Other Payables

Outstanding settlements
Management fee payable
Performance fee payable
Sundry payables
2012
$
1,070,438
48,497
125,542
123,384
1,367,861
2011
$
372,447
16,960
320,726
54,563
764,696

Outstanding settlements are on the terms operating in the securities industry. These do not incur interest and require settlement within three days of the date of the transaction. Sundry creditors are settled within the terms of payment offered. No interest is applicable on these accounts.

29

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

10. Issued Capital

a) Paid-up Capital
16,309,945 ordinary shares fully paid (2011: 16,066,653)
b) Ordinary Shares
Balance at the beginning of the year
109,560 ordinary shares issued on 30 September 2011 under a
dividend reinvestment plan
133,732 ordinary shares issued on 24 April 2012 under a dividend
reinvestment plan
286,292 ordinary shares issued from the exercise of options
allotted July 2010 to June 2011 exercise price $1.15
73,481 ordinary shares issued on 24 September 2010 under a
dividend reinvestment plan
102,072 ordinary shares issued on 31 March 2011 under a
dividend reinvestment plan
At reporting date
2012
$
16,195,624
15,948,854
107,057
139,713
-
-
-
16,195,624
2011
$
15,948,854
15,437,198
-
-
329,236
76,319
106,101
15,948,854

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; otherwise each member present at a meeting or by proxy has one vote on a show of hands. In the event of the winding up of the Company, ordinary shareholders rank after creditors and share in any proceeds on winding up in proportion to the number of shares held.

c) Capital Management

The Board manages the Company’s capital by regularly reviewing the most efficient manner by which the Company employs its capital. At the core of this management is the belief that shareholder value should be preserved. Shareholder value will be preserved through the management of the level of distributions to shareholders, share and options issues as well as the use of share buy-backs. These capital management initiatives will be used when deemed appropriate by the Board.

d) Options

During the year to 30 June 2012, the Company issued 16,309,945 options to acquire fully paid ordinary shares exercisable at $1.08 per option. The options were allotted on the 25 June 2012 and are listed on the Australian Securities Exchange (ASX Code: WAAO). As at the 30 June 2012, no options had been exercised. The options are due to expire on 12 December 2013.

30

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

11. Reserves

Profits Reserve 2012
$
2011
$
1,331,155
2,009,070

The profits reserve details an amount preserved for future dividend payments as outlined in accounting policy Note 1(k).

Movement in Profits Reserve
Balance at the beginning of the year
Transfer from retained earnings
Final dividend FY2011 paid (refer to note 4a)
Interim dividend FY2012 paid (refer to note 4a)
At reporting date
12. Retained Earnings
Balance at the beginning of the year
Transfer to profits reserve
Profit for the year attributable to members of the Company
Dividends paid (refer Note 4a)
At reporting date
2012
$
2,009,070
692,681
(642,666)
(727,930)
1,331,155
2012
$
173,373
(692,681)
394,535
-
(124,773)
2011
$
-
2,009,070
-
-
2,009,070
2011
$
2,082,650
(2,009,070)
1,205,441
(1,105,648)
173,373

13. Cash and Cash Equivalents

Cash as at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Statement of Financial Position as follows:

Cash at bank and on hand
Fixed interest securities
2012
$
1,858,378
7,711,540
9,569,918
2011
$
1,559,286
9,173,425
10,732,711

The weighted average interest rate for cash and fixed interest securities as at 30 June 2012 is 5.05% (2011: 5.90%). The fixed interest securities have an average maturity of 59 days (2011: 118 days). The majority of fixed interest securities are invested with institutions that have a Standard & Poor’s A-1+ rating. The fixed interest securities include the cash collateral for the borrowed stock (refer Note 8).

31

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

14. Cash Flow Information

Reconciliation of Operating Profit after Income Tax:
Cash Flow from operations after income tax
(Less)/add items classified as investing/financing activities:
Realised gains/(losses) on sale of investments
Add non-cash items:
Unrealised gains/(losses) on investments
Changes in assets and liabilities:
(Increase)/decrease in receivables
Decrease in deferred tax assets
Decrease in payables
Decrease in current tax liabilities
Increase/(decrease) in deferred tax liabilities
Cash flow from operating activities
15. Earnings Per Share
Profit after income tax used in the calculation of basic earnings
per share
Weighted average number of ordinary shares outstanding during
the year used in calculating basic earnings per share
2012
$
394,535
750,170
(578,854)
(2,758)
6,494
(94,826)
(198,276)
137,244
413,729
2012
$
394,535
No.
16,185,458
2011
$
1,205,441
(397,760)
253,391
54,656
13,339
(428,369)
(606,096)
(15,444)
79,158
2011
$
1,205,441
No.
16,029,455

16. Financial Risk Management

The Company’s financial instruments consist of listed and unlisted investments, trade receivables, trade payables and borrowed stock. The risks exposed to through these financial instruments are discussed below and include credit risk, liquidity risk and market risk consisting of interest rate risk and other price risk. There have been no substantive changes in the types of risks the Company is exposed to, how these risks arise, or the Board’s objective, policies and processes for managing or measuring the risks from the previous period.

Under delegation from the Board, the Manager has the responsibility for assessing and monitoring the financial market risk of the Company. The Manager monitors these risks daily. On a formal basis the investment team meet on a weekly basis to monitor and manage the below risks as appropriate.

a) Credit Risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge a contracted obligation. The Manager monitors the credit worthiness of counterparties on an ongoing basis and evaluates the credit quality of all new counterparties before engaging them.

32

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

16. Financial Risk Management (cont’d)

a) Credit Risk (cont’d)

The maximum exposure to credit risk on financial assets, excluding investments, of the Company which have been recognised on the Statement of Financial Position, is the carrying amount net of any provision for impairment of those assets.

The Manager is responsible for ensuring there is appropriate diversification across counterparties and that they are of a sufficient quality rating. The Manager is satisfied that the counterparties are of sufficient quality and diversity to minimise any individual counterparty credit risk. The majority of the Company’s receivables arise from unsettled trades at year end which are settled three days after trade date. Engaging with counterparties via the Australian Securities Exchange facilitates the Company in both mitigating and managing its credit risk.

Credit risk is not considered to be a major risk to the Company as any cash held by the Company or in its portfolios are invested with financial institutions that have a Standard and Poor’s short rating of A-1+ and long term rating of AA-. Also the majority of maturities are within two months.

None of the assets exposed to credit risk are overdue or considered to be impaired.

b) Liquidity Risk

Liquidity risk represents the risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities.

The Company’s major cash payments are the purchase of securities and dividends paid to shareholders, the levels of which are managed by the Board and the Manager.

The Company’s cash receipts depend upon the level of sales of securities, dividends and interest received and the exercise of Company options that may be on issue from time to time.

The Manager monitors the Company’s cash-flow requirements daily by reference to known sales and purchases of securities, dividends and interest to be paid or received. Should these decrease by a material amount the Company can alter its cash outflows as appropriate. The Company also holds a portion of its portfolio in cash and fixed interest securities sufficient to ensure that it has cash readily available to meet all payments. Furthermore the assets of the Company are largely in the form of tradeable securities which if liquidity is available, can be sold on market if necessary.

The following table analyses the Company’s liabilities in relevant maturity groupings based on the remaining period to the earliest possible contractual maturity date to the year end date. The amounts in the following table are contractual undiscounted cash flows.

33

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

16. Financial Risk Management (cont’d)

b) Liquidity Risk (cont’d)

30 June 2012
Financial liabilities
Trade and other payables
Deferred tax liabilities
Total Liabilities
30 June 2011
Financial liabilities
Trade and other payables
Deferred tax liabilities
Total Liabilities
>1 month
$
<1 months
$
Total
$
-
502,082
502,082
-
1,367,861
1,367,861
253,902
-
253,902
253,902
1,869,943
2,123,845
>1 month
$
<1 months
$
Total
$
-
162,104
162,104
-
764,696
764,696
116,658
-
116,658
116,658
926,800
1,043,458

c) Market Risk

Market risk is the risk that changes in market prices, such as interest rates and other market prices will affect the fair value or future cash flows of the Company’s financial instruments.

By its nature, as a listed investment company that invests in tradeable securities, the Company will always be subject to market risk as it invests its capital in securities which are not risk free as the market price of these securities can fluctuate.

(i) Interest Rate Risk

The Company’s interest bearing financial assets expose it to risks associated with the effects of fluctuations in the prevailing level of market interest rates on its financial position and cash flows. The Company however is not materially exposed to interest rate risk as the majority of its fixed interest securities mature within two months. As the Company’s exposure to interest rate risk is not significant, interest rate sensitivities have not been performed.

34

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

16. Financial Risk Management (cont’d)

c) Market Risk (cont’d)

(i) Interest Rate Risk (cont’d)

As at 30 June 2012, the Company’s exposure to interest rate risk and the effective weighted average interest rate is set out in the following table:

30 June 2012
Weighted
average
interest rate
(% pa)
Assets
Cash and cash equivalents
5.05%
Trade and other receivables
Financial assets
Deferred tax assets
Total
Liabilities
Financial liabilities
Trade and other payables
Deferred tax liabilities
Total
Interest
bearing
$
Non-interest
bearing
$
Total
$
9,569,918
-
9,569,918
-
836,698
836,698
-
8,826,054
8,826,054
-
293,181
293,181
9,569,918
9,955,933
19,525,851
-
502,082
502,082
-
1,367,861
1,367,861
-
253,902
253,902
-
2,123,845
2,123,845

As at 30 June 2011, the Company’s exposure to interest rate risk and the effective weighted average interest rate is set out in the following table:

30 June 2011
Weighted
average
interest rate
(% pa)
Assets
Cash and cash equivalents
5.90%
Trade and other receivables
Financial assets
Deferred tax assets
Total
Liabilities
Financial liabilities
Trade and other payables
Deferred tax liabilities
Total
Interest
bearing
$
Non-interest
bearing
$
Total
$
$
10,732,711
-
10,732,711
-
1,087,172
1,087,172
-
7,271,171
7,271,171
-
83,701
83,701
10,732,711
8,442,044
19,174,755
-
162,104
162,104
-
764,696
764,696
-
116,658
116,658
-
1,043,458
1,043,458

35

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

16. Financial Risk Management (cont’d)

c) Market Risk (cont’d)

(ii) Other Price Risk

Other market price risk is the risk that the value of an instrument will fluctuate as a result of changes in market prices, whether caused by factors specific to an individual investment, its issuer or all factors affecting all instruments traded in the market.

As the majority of the Company’s investments are carried at fair value with fair value changes recognised in the income statement, all changes in market conditions will directly affect net investment income.

The Manager seeks to manage and reduce the market risk of the Company by diversification of the investment portfolio across numerous stocks and multiple industry sectors. The relative weightings of the individual securities and market sectors are reviewed daily and the risk managed on a daily basis. The Company does not have set parameters as to a minimum or maximum amount of the portfolio that can be invested in a single company or sector.

The Company’s industry sector weighting of the gross assets as at 30 June is as below:

Industry Sector
Financials
Industrials
Utilities
Materials
Consumer Staples
Consumer Discretionary
Telecommunication Services
Health Care
Information Technology
Energy
2012
2011
20.4%
13.0%
11.7%
3.2%
4.8%
0.0%
3.6%
2.5%
2.9%
2.1%
2.8%
6.8%
1.8%
2.9%
1.6%
5.6%
0.3%
2.9%
0.0%
0.4%
49.9%
39.4%

Securities representing over 5 per cent of the gross assets at 30 June were:

Company Name 2012 (%)
N/A N/A
Company Name 2011 (%)
Signature Capital Investments Limited (SGI) 5.6%

Sensitivity Analysis

For investments held by the Company at balance sheet date, a sensitivity analysis was performed relating to its exposure to market risk. This analysis demonstrates the effect on current year net assets after tax as a result of a reasonably possible change in the risk variable. The sensitivity assumes all other variables to remain constant.

Investments represent 49.9% (2011: 39.4%) of gross assets at year end. A 5% movement in the market value of each of the companies within the portfolio would result in a 2.5% (2011: 1.9%) movement in the net assets after tax. This would result in the 30 June 2012 net asset backing after tax moving by 2.6 cents per share (2011: 2.1 cents per share).

36

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

16. Financial Risk Management (cont’d)

d) Financial Instruments Measured at Fair Value

The financial assets and liabilities recognised at fair value in the Statement of Financial Position have been analysed and classified using a fair value hierarchy reflecting the significance of the inputs in making the measurements. The fair value hierarchy consists of the following levels:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: 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 3: Inputs for the asset or liability are not based on observable market data (unobservable inputs).

Included within Level 1 of the hierarchy are listed investments. The fair value of these financial assets and liabilities have been based on the closing quoted bid prices at the end of the reporting period, excluding transaction costs.

In valuing unlisted investments, included in Level 2 of the hierarchy, valuation techniques such as those using comparisons to similar investments for which market observable prices are available or the last sale price have been adopted to determine the fair valued of these investments.

30 June 2012
Financial assets
Financial liabilities
Total
30 June 2011
Financial assets
Financial liabilities
Total
Level 1
$
Level 2
$
Level 3
$
Total
$
7,976,700
849,354
-
8,826,054
(502,082)
-
-
(502,082)
7,474,618
849,354
-
8,323,972
Level 1
$
Level 2
$
Level 3
$
Total
$
7,197,804
73,367
-
7,271,171
(162,104)
-
-
(162,104)
7,035,700
73,367
-
7,109,067

17. Events Subsequent to Reporting Date

Since year end the Board has declared a final dividend of 4.5 cents per share fully franked to be paid on 19 October 2012.

No other matters or circumstances have arisen since the end of the financial year which significantly affect or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in subsequent financial years.

18. Investment Transactions

The total number of contract notes that were issued for transactions in securities during the financial year was 2,565 (2011: 2,955). Each contract note could involve multiple transactions. The total brokerage paid on these contract notes was $326,250 (2011: $343,807).

19. Segment Reporting

The Company currently operates only in the investment industry within Australia. It has no reportable business or geographic segments.

37

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

20. Capital Commitments

There are no capital commitments as at 30 June 2012 (2011: nil).

21. Contingent Liabilities

There are no outstanding contingent liabilities as at 30 June 2012 (2011: nil).

22. Key Management Personnel Compensation

The names and positions held by the Company’s key management personnel (including Directors in office at any time during the financial year are:

G.J. Wilson Chairman M.J. Kidman Non-Executive Director J.B. Abernethy Non-Executive Director R.J. Walker Non-Executive Director

a) Remuneration

There are no executives that are paid by the Company. MAM Pty Limited, the Manager of the Company, remunerated Geoff Wilson as a Director of MAM Pty Limited during the year to 30 June 2012.

Individual Directors’ remuneration disclosures are provided in the Remuneration Report of the Directors’ Report on page 14, as permitted by Corporations Regulations 2M.3.03 and 2M.6.04.

Total Directors remuneration paid by
the Company for the year ended 30
June 2012
Total Directors remuneration paid by
the Company for the year ended 30
June 2011
Directors’ Fees
$
Post-employment
Superannuation
$
Total
$
60,459
10,541
71,000
51,284
40,716
92,000

b) Share and Option holdings

As at 30 June 2012 the Company’s key management personnel and their related parties held the following interests in the Company:

Ordinary Shares held

Directors
G.J. Wilson
M.J. Kidman
J.B. Abernethy
R.J. Walker
Balance at
30 June 2011
Acquisitions
Disposals
Balance at
30 June 2012
2,144,793
-
-
2,144,793
277,872
23,830
-
301,702
60,000
-
-
60,000
1,642,300
-
-
1,642,300
4,124,965
23,830
-
4,148,795

38

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

22. Key Management Personnel Compensation (cont’d)

b) Share and Option holdings (cont’d )

Options held
Directors
G.J. Wilson
M.J. Kidman
J.B. Abernethy
R.J. Walker
Balance at
30 June 2011
Options Granted
Lapsed
Balance at
30 June 2012
-
2,144,793
-
2,144,793
-
301,702
-
301,702
-
60,000
-
60,000
-
1,642,300
-
1,642,300
-
4,148,795
-
4,148,795

As at 30 June 2011 the Company’s key management personnel and their related parties held the following interests in the Company:

Ordinary Shares held
Balance at Balance at
Directors 30 June 2010 Acquisitions Disposals 30 June 2011
G.J. Wilson 2,120,814 23,979 - 2,144,793
M.J. Kidman 260,065 17,807 - 277,872
J.B. Abernethy 60,000 - - 60,000
R.J. Walker 1,642,300 - - 1,642,300
C.E. Cuffe
(resigned 30/6/11)
100,000 - - 100,000
4,183,179 41,786 - 4,224,965
Options held
Balance at Options Balance at
Directors 30 June 2010 Granted Lapsed 30 June 2011
G.J. Wilson 2,064,861 - 2,064,861 -
M.J. Kidman 253,414 - 253,414 -
J.B. Abernethy 60,000 - 60,000 -
R.J. Walker 1,642,300 - 1,642,300 -
C.E. Cuffe
(resigned 30/6/11)
100,000 - 100,000 -
4,120,575 - 4,120,575 -

23. Related Party Transactions

All transactions with related parties were made on normal commercial terms and conditions and at market rates.

Geoffrey Wilson is the Director of MAM Pty Limited, the entity appointed to manage the investment portfolio of WAM Active Limited. Entities associated with Geoffrey Wilson holds 100% of the issued shares of MAM Pty Limited (formerly 20% of the issued shares were held by entities associated with Matthew Kidman – a former Director of MAM Pty Limited). The core duties of the Manager in addition to managing the investment portfolio include the provision of financial and administrative support to ensure the maintenance of the corporate and statutory records of the Company; liaison with the ASX with respect to compliance with the ASX Listing Rules; liaison with ASIC with respect to compliance with the Corporations Act; liaison with the share registrar of the Company; investor relations; and the provision of information necessary for the maintenance of financial accounts of the Company to be completed.

39

WAM ACTIVE LIMITED

A.B.N. 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

23. Related Party Transactions (cont’d)

In its capacity as Manager, MAM Pty Limited was paid a management fee of 1% p.a (plus GST) of gross assets amounting to $195,772 inclusive of GST (2011: $205,699). As at 30 June 2012, the balance payable to the Manager was $48,497 (2011: $16,960).

In addition, MAM Pty Limited is to be paid, annually in arrears, a performance fee being 20% of the increase in the gross value of the portfolio above the high water mark.

The high water mark is the greater of the:

  • The highest gross value of the portfolio as at the last day of the last performance period for which a performance fee was last paid or payable; and

  • The gross proceeds raised from the issue of shares pursuant to the original prospectus.

If the gross value of the portfolio falls below a previous high water mark then no further performance fees can be accrued or paid until the loss has been fully recovered. As at 30 June 2012, a performance fee of $125,542 inclusive of GST is payable to MAM Pty Limited (2011: $320,726).

Wilson Asset Management (International) Pty Limited employs accounting personnel to provide accounting services to WAM Active Limited. These services are provided on commercial terms and include a standard charge of $2,750 inclusive of GST per month and an additional charge of $5,500 inclusive of GST is charged for preparing the half year and full year financial statements. These accounting services total $38,500 inclusive of GST for the financial year 2012 (2011: $38,500). Wilson Asset Management (International) Pty Limited is owned by an entity associated with Geoffrey Wilson.

These amounts are in addition to the Directors’ remuneration detailed in note 22(a).

Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than those detailed above) by reason of a contract made by the Company or a related Company with the Director or with a firm of which he is a member or with a Company in which he has substantial financial interest.

40

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

DIRECTORS’ DECLARATION

The Directors of WAM Active Limited declare that:

  • 1) The financial report as set out in pages 19 to 40 and the additional disclosures included in the Directors’ Report designated as “Remuneration Report”, as set out on pages 14 and 15, are in accordance with the Corporations Act 2001 , including:

  • a) complying with Accounting Standards in Australia and the Corporations Regulations 2001 ; and

  • b) giving a true and fair view of the financial position of the company as at 30 June 2012 and of its performance, as represented by the results of the operations and the cashflows, for the year ended on that date; and

  • 2) The Director of the Manager, MAM Pty Limited has declared that:

  • a) the financial records of the company for the financial year have been properly maintained in accordance with the Section 286 of the Corporations Act 2001 ;

  • b) the financial statements and notes for the financial year comply with the Accounting Standards; and

  • c) the financial statements and notes for the financial year give a true and fair view.

  • 3) At the date of this declaration, in the Directors’ opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

Signed in accordance with a resolution of the Board of Directors.

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G.J. Wilson, Chairman Dated at Sydney this 4[th] day of September 2012

41

Level 7, 20 Hunter Street Sydney NSW 2000

T +61 (0)2 8236 7700 F +61 (0)2 9233 4636

www.moorestephens.com.au

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF WAM ACTIVE LIMITED ABN 49 126 420 719

We have audited the accompanying financial report of WAM Active Limited (“the Company”), which comprises the statement of financial position as at 30 June 2012, the statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant accounting policies and other explanatory information and the directors’ declaration.

Directors’ Responsibility for the Financial Report

The Directors of the company are responsible for the preparation and fair presentation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; and making accounting estimates that are reasonable in the circumstances. In note 1, the directors also state, in accordance with Accounting Standard AASB101: Presentation of Financial Statements that the financial statements comply with International Financial Reporting Standards (IFRS).

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independence

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

42

Moore Stephens Sydney ABN 90 773 984 843. Liability limited by a scheme approved under Professional Standards Legislation Other than for the acts or omissions of financial services licensees. An independent member of Moore Stephens International Limited - members in principal cities throughout the world The Sydney Moore Stephens firm is not a partner or agent of any other Moore Stephens firm.

Auditor’s Opinion

In our opinion:

  • (a) the financial report of WAM Active Limited is in accordance with the Corporations Act 2001 including:

  • (i) giving a true and fair view of the Company’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and

  • (ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001 ; and

  • (b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 14 to16 of the Directors’ Report for the year ended 30 June 2012. The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s Opinion

In our opinion the Remuneration Report of WAM Active Limited for the year ended 30 June 2012 complies with section 300A of the Corporations Act 2001.

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Moore Stephens Sydney Chartered Accountants

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Scott Whiddett Partner

Dated in Sydney this 4[th] day of September 2012

43

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

INVESTMENTS AT MARKET VALUE AS AT 30 JUNE 2012

Company Name Code Quantity Market % of Gross
Value Portfolio
$
Consumer Discretionary
Funtastic Limited FUN 537,931 78,000 0.4%
JB Hi-Fi Limited JBH 23,400 207,324 1.1%
Noni B Limited NBL 204,967 136,303 0.8%
Wotif.Com Holdings Limited WTF 18,261 76,879 0.4%
498,506 2.7%
Consumer Staples
Metcash Limited MTS 54,600 191,100 1.1%
Select Harvests Limited SHV 243,082 316,007 1.7%
507,107 2.8%
Financials
Ask Funding Limited AKF 212,099 31,815 0.2%
CBA Perpetual Exchangeable Resale Listed CBAPB 2,559 511,800 2.8%
Sec –PERLS IV
Contango Capital Partners Limited CCQ 610,794 580,254 3.2%
IMF (Australia) Limited 10.25% Sec Red
Convertible Note Maturing 31/12/14 IMFG 88,636 153,340 0.8%
ING Private Equity Access Limited IPE 220,553 72,782 0.4%
Ingenia Communities Group INA 2,075,357 404,695 2.2%
Keybridge Capital Limited KBC 421,707 52,713 0.3%
Merricks Capital Special Opportunity Fund
Limited MEF 103,512 46,580 0.3%
Platinum Capital Limited PMC 300,199 289,692 1.6%
Premium Investors Limited PRV 461,774 295,535 1.6%
RHG Limited RHG 816,962 330,870 1.8%
Signature Capital Investments Limited SGI 40,076 10,620 0.1%
Sunland Group Limited SDG 562,563 523,184 2.9%
Thakral Holdings Group THG 145,912 110,893 0.6%
Trafalgar Corporate Group TGP 278,260 144,695 0.8%
Wentworth Holdings Limited WWM 319,911 17,275 0.1%
Westoz Investment Company Limited WIC 16,002 15,042 0.1%
3,591,785 19.8%
Health Care Equipment & Services
Australian Pharmaceutical Industries Limited API 468,000 163,800 0.9%
Reva Medical Inc RVA 61,740 38,279 0.2%
Vision Eye Institute Limited VEI 265,873 82,421 0.5%
284,499 1.6%
Industrials
Australian Infrastructure Fund AIX 172,300 413,520 2.3%
Chandler Macleod Group Limited CMG 164,803 70,041 0.4%
Clarius Group Limited CND 494,414 212,598 1.2%
Clough Limited CLO 457,617 340,925 1.9%
Coventry Group Limited CYG 172,608 457,411 2.5%
Dolomatrix International Limited DMX 2,280,658 25,087 0.1%
Norfolk Group Limited NFK 84,110 85,372 0.5%
Service Stream Limited SSM 42,830 14,991 0.1%
Spotless Group Limited SPT 74,100 188,955 1.0%
Talent2 International Limited TWO 345,008 262,206 1.4%
2,071,106 11.4%

44

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

INVESTMENTS AT MARKET VALUE AS AT 30 JUNE 2012

Company Name
Code
Quantity
Information Technology
Dyesol Limited
DYE
462,529
Materials
Dragon Mountain Gold Limited
DMG
603,471
Murchison Metals Limited
MMX
613,672
Tribune Resources Limited
TBR
17,149
Telecommunication Services
iiNet Limited
IIN
101,426
Utilities
Challenger Infrastructure Fund
CIF
312,145
Ethane Pipeline Income Fund
EPX
197,307
Total Long Portfolio
Total Cash, income receivable and net
outstanding settlements
Total Short Portfolio
Gross Assets
Market
Value
$
% of Gross
Portfolio
50,878
0.3%
50,878
0.3%
343,978
1.9%
288,426
1.6%
20,579
0.1%
652,983
3.6%
312,392
1.7%
312,392
1.7%
408,910
2.3%
447,887
2.4%
856,797
4.7%
8,826,054
48.6%
9,344,259
51.4%
(502,082)
**$17,668,231 **

45

WAM ACTIVE LIMITED A.B.N. 49 126 420 719

ASX ADDITIONAL INFORMATION

Additional information required by the Australian Stock Exchange Limited Listing Rules and not disclosed elsewhere in this report.

Shareholdings

Substantial shareholders (as at 31 July 2012)

Mr Geoffrey James Wilson and Associated Entities 13.0% of the issued share capital Huntingfield Investments Pty Limited (the RJW Super Fund A/C) 10.1% of the issued share capital Clodene Pty Limited 5.0% of the issued share capital

On-market buy back (as at 31 July 2012)

There is no current on-market buy back.

Distribution of shareholders (as at 31 July 2012)

Category
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
No, of shareholders
Ordinary Shares
Options
34
32
207
202
151
148
264
252
15
20
671
654

The number of shareholdings held in less than marketable parcels is 11.

Twenty largest shareholders – Ordinary shares (as at 31 July 2012)

Name
Entities associated with Mr Geoffrey Wilson
Huntingfield Investments Pty Limited (the RJW Super Fund A/C)
Clodene Pty Limited
Entities associated with Mr Matthew Kidman
Mrs M Tooher
Sanolu Pty Limited
Harlow Trading Pty Limited (Arragon Pension Fund A/C)
Trophy Components Distributors Pty Limited
Mr R Tooher
Mr & Mrs M A O’Brien
Malcolm Superannuation Pty Ltd (The Malcolm Super Fund A/C)
Mr & Mrs A Stuer
Dr D H Nguyen
Mr & Mrs MacDonald (61 MOR Super Fund A/C)
Mr & Mrs D B Brown
Mr & Mrs L A Jordan
Selman Pty Limited (Toni Sharp Super Fund A/C)
Uplands Holdings Pty Ltd (Media Five Partners Super Fund A/C)
Vohra Holdings Pty Ltd (Vohra Super Fund A/C)
Willjo Pty Limited (Solo 1 A/C)
Number of
ordinary
shares held
Percentage of
issued capital
held
2,124,793
13.0%
1,642,300
10.1%
811,744
5.0%
301,702
1.8%
260,000
1.6%
249,449
1.5%
220,000
1.3%
200,000
1.2%
195,000
1.2%
160,989
1.0%
121,960
0.7%
109,450
0.7%
104,307
0.6%
102,072
0.6%
100,000
0.6%
100,000
0.6%
100,000
0.6%
100,000
0.6%
100,000
0.6%
100,000
0.6%
7,203,766
43.9%

Stock Exchange Listing

Quotation has been granted for all of the ordinary shares and options of the Company on all Member Exchanges of the ASX Limited.

46

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