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WAM ACTIVE LIMITED — Annual Report 2014
Sep 29, 2014
66032_rns_2014-09-29_d6162755-d39f-4a32-b5cb-e47ed5b40da4.pdf
Annual Report
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WAM Active Limited ABN 49 126 420 719
Annual Report for the year ending 30 June 2014
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Company Particulars
| 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 Exchange. Directors: Geoffrey Wilson (Chairman) Matthew Kidman John Abernethy Kate Thorley Chris Stott Company Secretary: Kate 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 Exchange: WAM Active Ordinary Shares (WAA) |
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|---|---|---|
Shareholder Presentations 2014
| Perth Wednesday 19 November Presentation only |
Annual General Meeting and Presentation Sydney Friday 28 November |
|
|---|---|---|
| Rydges Perth Cnr King & Hay St Perth WA 6000 |
Wesley Theatre Wesley Centre 220 Pitt St |
|
| 10.00am – 12.00pm | Sydney NSW 2000 | |
| AGM:9.30am – 10.00am | ||
| Presentation:11.30am – 12.30pm | ||
| Adelaide | Melbourne Brisbane |
Canberra |
| Monday 1 December | Tuesday 2 December Wednesday 3 December |
Thursday 4 December |
| Presentation only | Presentation only Presentation only |
Presentation only |
| National Wine Centre | Rydges Hotel Brisbane Exhibition & |
Belconnen Premier Inn |
| Cnr Botanic & Hackney Rd | 180 Exhibition St Convention Centre |
110 Benjamin Way |
| Adelaide SA 5000 | Melbourne VIC 3000 Cnr Merivale & Glenelg St |
Belconnen ACT 2616 |
| Southbank QLD 4101 | ||
| 10.00am – 12.00pm | 10.00am – 12.00pm 10.00am – 12.00pm |
10.00am – 12.00pm |
Key Highlights FY2014
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35.1%
9.6c
Total Shareholder Return
Full Year Fully Franked Dividend
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31.6%
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19.4%
Shareholders’ Equity
Investment Portfolio Performance
Summary of Results FY2014
WAM Active reported an operating profit before tax of $4,058,622 (2013: $1,769,584) and operating profit after tax of $3,171,203 (2013: $1,499,202) for the year to 30 June 2014. The increase in profit compared to the previous year is a reflection of the investment portfolio returning 19.4% compared to 15.4% in FY2013 and capital management initiatives including the completion of the option issue.
The Board declared a fully franked final dividend of 4.8 cents per share which brings the full year dividend to 9.6 cents per share, fully franked. The dividend reinvestment plan will be operating at a 5.0% discount.
As at 30 June 2014
| As at 30 June 2014 | As at 30 June 2014 |
|---|---|
| Listing date | January 2008 |
| Market cap | $43.9m |
Share price |
$1.28 |
Shares on issue |
34316532 |
Net Tangible Assets (pre-tax) |
,, $1.06 |
| Net Tangible Assets (post-tax) | $1.06 |
| Gross Assets | $37.8m |
| Fully franked dividends FY2014 | 9.6 cents |
| Fully franked dividends FY2013 | 9.5 cents |
| Fully franked FY2014 dividend yield | 7.5% |
WAM Active’s investment portfolio return 13.1% p.a. over 6½ years
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Index re-based
130
100
70
40
10
-20
-50
-80
WAA Investment Portfolio before all expenses, fees & taxes
S&P/ASX All Ordinaries Accumulation Index
UBS Bank Bill Index
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CONTENTS
| Chairman’s Letter ……………………………………………………………………….…. | 1 |
|---|---|
| Objectives and Investment Approach..…………………………………………………… | 5 |
| Corporate Governance Statement………………………………………………………... | 7 |
| Directors’ Report to Shareholders………………………………………………………… | 13 |
| Auditor’s Independence Declaration……………………………………………………… | 23 |
| Statement of Comprehensive Income..…………………………………………………... | 24 |
| Statement of Financial Position…………………………………………………………… | 25 |
| Statement of Changes in Equity…………………………...……………………………… | 26 |
| Statement of Cash Flows…………………………………………………………………. | 27 |
| Notes to the Financial Statements………………………………………………………... | 28 |
| Directors’ Declaration………………………………………………………………………. | 49 |
| Independent Auditor’s Report……………………………………………………………... | 50 |
| Investments at Market Value……………………………………………………………… | 52 |
| ASX Additional Information..………………………………………………………………. | 54 |
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CHAIRMAN’S LETTER
Dear Fellow Shareholders,
Firstly, I would like to thank you for your support of WAM Active in financial year 2014. I would also like to welcome all new shareholders to the Company.
WAM Active is now in its seventh financial 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 FY2014 financial year, the investment portfolio has returned 19.4% p.a. while being on average 65.4% invested, which is an outperformance of 1.8% compared to the S&P/ASX All Ordinaries Accumulation Index which has increased 17.6% p.a. over the same period. 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.
Performance
In evaluating the performance of the Company, we look at three key measures set out below. These performance numbers were achieved while holding an average of 34.6% in cash during the financial year. The return on our cash was 3.0% and the return on our equity portion of the portfolio was 28.6%.
1. How the investment manager performed
WAM Active’s investment portfolio increased 19.4% for the 12 months to 30 June 2014. The S&P/ASX All Ordinaries Accumulation Index increased by 17.6% over the same period. This measure is before tax and all costs and is compared to the S&P/ASX All Ordinaries Accumulation Index which is also before tax and costs. WAM Active has an absolute return approach to investing and therefore we also measure the performance against cash which is shown in the table below.
| Performance at | 3 Yrs | 5 Yrs | Since inception | |
|---|---|---|---|---|
| 30 June 2014 | 1 Yr | %pa | %pa | %pa(Jan-08) |
| WAM Active Investment Portfolio* |
19.4% | 13.3% | 14.7% | 13.1% |
| S&P/ASX All Ordinaries Accumulation Index |
17.6% |
9.7% | 11.0% | 1.6% |
| Outperformance | +1.8% | +3.6% | +3.7% | +11.5% |
| UBS Bank Bill Index (cash) |
2.7% | 3.6% | 3.9% | 4.4% |
| Outperformance | +16.7% | +9.7% | +10.8% | +8.7% |
*Investment performance and Index returns are before expenses, fees and taxes.
2. The movement in net tangible assets (NTA) after taxes, fees and other costs
WAM Active’s after tax NTA, adjusted for dividends, increased 10.4% for the 12 months to 30 June 2014. This increase is after 2.9 cents per share of tax paid and options exercised during the year. This performance measure shows the change in the value of the assets that belong to the shareholders over the 12 month period. Corporate tax (30%) is a 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.
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CHAIRMAN’S LETTER
3. The Total Shareholder Return
The total shareholder return for WAM Active for the year to 30 June 2014 was 35.1%. This measure shows the return to shareholders (assuming a proportionate exercise of options during the year) being the change in share price together with dividends reinvested.
Investment portfolio
Over the course of the 2014 financial year, the equity component of the portfolio turned over 4.1 times and we traded in 270 individual stocks.
The best performing strategies employed were trades based on relative value arbitrage, oversold positions, earnings momentum/surprise, market themes/trends, and takeover arbitrage. The top contributing stocks for FY2014 were: Aveo Group (AOG), Hills Limited (HIL) and Macquarie Atlas Roads Group (MQA).
Dividends
On 5 August 2014, the Board announced a fully franked final dividend of 4.8 cents per share. This brought the FY2014 full year dividend to 9.6 cents per share fully franked.
The Board is committed to paying an increasing stream of fully franked dividends to shareholders, provided the Company has sufficient profit reserves and franking credits and it is within prudent business practices. The Company’s ability to generate franking credits is dependent upon the receipt of franked dividends from investments and the payment of tax. Dividends are paid on a sixmonthly basis and the dividend reinvestment plan is available to shareholders for both the interim and final dividend. The dividend reinvestment plan will be operating at a 5.0% discount for the final dividend.
WAM Active Dividends since inception
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Cents per share
12.0
10.0
8.0
6.0
4.0
2.0
0.0
2008/09 2009/10 2010/11 2011/12 2012/13 2013/14
Fully franked dividends
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CHAIRMAN’S LETTER
Capital Management
One of the objectives of the Board is to continue to grow the Company's net tangible assets and capital base. The Board aims to achieve this objective while maintaining the Company's strong performance track record.
The Company raised a total of $17,285,960 through the one-for-one Bonus Option Issue announced on 4 May 2012. These options expired on 12 December 2013 with 16,005,520 options exercised.
Equity Market Outlook
Globally, the US economy remains in recovery mode six years post recession, with the housing market strong and the US share-market hitting record highs. The economy recovery will continue to improve but the performance of the share-market will depend on the reaction to the anticipated increase in interest rates in 2015.
The outlook for the European markets remains mixed with sluggish recoveries in several regions and economic growth expected to remain well below trend for many years to come.
China has a number of significant challenges as its strong growth rates decline. We anticipate China’s new regime will restore the country’s growth to a more sustainable level.
Domestically, Australian investors should expect interest rates to remain low by historical standards. The Australian economy is still adjusting to the slowdown in the mining sector after a decade of strong growth. Any increase in economic growth from early 2014 has since been lost, with the May Federal Budget thwarting further growth with consumer confidence dipping below pre-GFC levels. Unemployment is currently above 6% and continues to trend higher.
At a micro level, IPO activity over the past 12 months recovered to pre GFC levels, and the 2015 financial year is expected to exceed this level again. Corporate balance sheets are strong and with the cost of debt remaining low, mergers and acquisitions will continue.
Overall, equity market returns in the near term are likely to remain below longer term averages after the recent strong performance. Over the medium to longer term, our view of the market is more positive.
Company Outlook
With a conservative cash weighting, no debt and a flexible and proven investment approach, WAM Active is well positioned to capitalise on opportunities in the market as they arise. We believe that WAM Active can continue to find trading opportunities irrespective of market conditions with the Company outperforming in both up and down markets.
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CHAIRMAN’S LETTER
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, such as independent research reports, 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 becomes available.
During the year we continued the successful and well-attended shareholder briefings, with presentations held in Sydney, Melbourne, Adelaide, Brisbane, Perth 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. We invite you to attend the upcoming briefings in November and December 2014 – please see details at the front of this document.
We aim to provide valuable communications and we welcome all feedback on how we can improve our communication with our shareholders by calling our office on (02) 9247 6755 or sending us an email to [email protected].
Thank you for your continued support.
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Geoff Wilson Chairman
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
OBJECTIVES AND INVESTMENT APPROACH
WAM Active Objectives
The investment objectives of WAM Active Limited (‘WAM Active’ or ‘the Company’) are to:
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deliver investors a regular income stream in the form of fully franked dividends;
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provide investors with a positive return, after fees, over most periods of time; and
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preserve capital in both the short term and long term.
Absolute Return 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 return-focused investment entities may therefore assist investors to diversify and reduce the overall volatility of their portfolios over the long term.
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 47.6% of assets.
Business Model
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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 Geoff Wilson as Chairman/Portfolio Manager, Chris Stott, Chief Investment Officer, Martin Hickson, Senior Equity Analyst/Dealer, Matthew Haupt, Senior Equity Analyst and Tobias Yao, Equity Analyst. The team spends as much time as possible meeting with the management of investee companies - during the past year we have had over 1,000 company meetings.
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
OBJECTIVES AND INVESTMENT APPROACH
Our Style
Our investment style can be summarised as:
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absolute return focus, benchmark unaware
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fundamental bottom-up approach
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quick decision making resulting from a flat organisational structure
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increased flexibility due to the relatively small funds under management and flexible mandates
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a focus on risk adjusted returns with above average cash positions.
Investment Process
To achieve the Company’s objectives, we employ 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:
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initial public offerings (IPOs)
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capital raisings
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block trades
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oversold positions
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takeovers
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Listed Investment Companies (LIC) arbitrage
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stocks trading at a discount to their net tangible assets (NTA) backing
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earnings momentum / surprises
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short selling
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market themes and trends.
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CORPORATE GOVERNANCE STATEMENT
The Board is committed to the Company operating 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 2014 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:
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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;
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Ensuring adequate internal controls exist and are appropriately monitored for compliance;
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Ensuring significant business risks are identified and appropriately managed;
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Approving the interim and final financial statements and related reports and generally various other communications to the ASX and shareholders that the Board deems material; and
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Setting appropriate business standards and codes 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 14 to 17.
The Board has the following two independent Directors:
- John Abernethy Matthew Kidman
These Directors 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.
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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 Recommendation 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 and all shareholders’ benefit. 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 is one women on the Board.
Audit & Risk Committee (Recommendations: 4.1 to 4.4)
The Company has formed an Audit & Risk Committee consisting of two independent non-executive Directors. This is considered adequate given the size of the Board and the nature of the Company. The members of the Audit & Risk Committee are:
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John Abernethy Chairman, independent director
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Matthew Kidman
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Non-Executive Director, independent director
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CORPORATE GOVERNANCE STATEMENT
The Committee’s responsibilities are to:
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Oversee the existence and maintenance of internal controls and procedures to ensure compliance with all applicable regulatory obligations;
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Oversee the financial reporting process;
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Review the annual and half-year financial reports and recommend them for approval by the Board of Directors;
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Nominate external auditors; and
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Review the existing external audit arrangements.
The qualifications of those appointed to the Committee are detailed in the Directors’ Report on pages 14 to 17.
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 2014 year are set out in the Directors’ Report on page 20.
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 2014 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 five 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.
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CORPORATE GOVERNANCE STATEMENT
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:
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Website;
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ASX Company Announcements platform;
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Annual Report;
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Investor newsletters;
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Investor presentations;
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Monthly Investment Updates and NTA releases; and
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Other correspondence regarding matters impacting on shareholders as required.
Monthly NTA releases 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 (‘AGM’) 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.
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CORPORATE GOVERNANCE STATEMENT
The Board has received assurance from the Director and Chief Executive Officer of the Manager that in their view:
-
the declaration provided in accordance with section 295A of the Corporations Act 2001 founded on a sound system of risk management and internal control; and
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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:
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Market risk; and
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Operational risk
Market Risk
The Manager is 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.
MAM Pty Limited, the Manager, is required to act in accordance with the investment management agreement and reports to the Board regularly on the Company’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 outsources 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 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 .
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
CORPORATE GOVERNANCE STATEMENT
Remuneration of Directors (Recommendations: 8.1 to 8.4)
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 on page 18.
All directors of WAM Active are non-executive directors. Accordingly, the requirement under Recommendation 8.3 to distinguish the structure of the remuneration paid to executive and nonexecutive directors is not applicable to the Company.
No equity based remuneration is paid to Directors. Directors do not receive bonuses nor are they issued options on securities as part of their remuneration.
The Chairman of WAM Active Limited is the sole Director of MAM Pty Limited. Further detail is provided in the Directors’ Report.
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WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
The Directors present their report together with the financial report of WAM Active Limited (‘the Company’) for the financial year ended 30 June 2014.
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 $4,058,622 (2013: $1,769,584) and an operating profit after tax of $3,171,203 (2013: $1,499,202). The increase in profit in comparison to the previous year is a reflection of the investment portfolio returning 19.4% compared to 15.4% in FY2013.
Under Accounting Standards, realised gains and losses on the investment portfolio 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. The after tax NTA, adjusted for dividends, increased 10.4% for the 12 months to 30 June 2014.
The NTA after tax for each share as at 30 June 2014 amounted to 105.97 cents per share (2013: 104.65 cents). The NTA before tax was 106.08 cents per share (2013: 105.72 cents). These figures are after the payment of 9.55 cents in fully franked dividends to shareholders during the year (2013: 9.25 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 $36,431,131 (2013: $27,673,996). Further information on the financial position of the Company is contained in the Chairman’s Letter on pages 1 to 4 of the Annual Report.
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 2014.
Dividends Paid or Recommended
Dividends paid or declared are as follows:
Fully franked 2013 final dividend of 4.75 cents per share was paid on 4 October 2013 $1,478,136 Fully franked 2014 interim dividend of 4.8 cents per share was paid on 30 April 2014 $1,633,034
Since year end the Board has declared a final dividend of 4.8 cents per share fully franked to be paid on 24 October 2014.
13
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Options
The Company raised a total of $17,285,960 through the one-for-one Bonus Option Issue announced on 4 May 2012. These options expired on 12 December 2013 with 16,005,520 options exercised.
Directors
The following persons were Directors of the Company during the whole of the financial year and up to the date of this report, except as otherwise noted:
G.J. Wilson M.J. Kidman J.B. Abernethy C.D. Stott (appointed 1 July 2014) K.A. Thorley (appointed 1 July 2014)
Information on Directors
Geoffrey Wilson (Chairman – Non-independent)
Experience and expertise
Geoffrey Wilson has 34 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 Australian 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 the Australian Stockbrokers Foundation. He is a Director of Future Generation Investment Fund Limited (appointed July 2014), Australian Leaders Fund Limited (appointed October 2003), Clime Capital Limited (appointed November 2003), Global Value Fund Limited (April 2014), Century Australia Investments Limited (appointed September 2014), Incubator Capital Limited (appointed February 2000), 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 and MAM Pty Limited.
Former directorships in the last 3 years
Geoffrey Wilson is a former Director of Cadence Capital Limited (November 2003 to February 2013).
Special responsibilities
Chairman of the Board.
Interests in shares of the Company
Details of Geoffrey Wilson’s interests in shares of 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.
14
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Matthew Kidman (Non-Executive Director – 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 currently Chairman of Watermark Market Neutral Fund Limited (appointed May 2013). He is a Director of WAM Capital Limited (appointed March 1999), WAM Research Limited (appointed May 2002), Incubator Capital Limited (appointed February 2000), Centrepoint Alliance Limited (appointed February 2012) and Sandon Capital Investments Limited (appointed October 2013).
Former directorships in the last 3 years
Matthew Kidman has not resigned as a Director from any listed companies within the last three years.
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
Matthew Kidman has no interests in contracts of the Company.
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. In 1994 he joined Poynton Corporate Limited as an Executive Director before forming Clime Investment Management Limited 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 Executive Director of Clime Investment Management Limited (appointed July 2000), WAM Research Limited (appointed May 2002), Australian Leaders Fund Limited (appointed November 2003), Jasco Holdings Limited and Watermark Market Neutral Fund Limited (appointed June 2013).
15
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
John Abernethy (Non-Executive Director – Independent) (cont’d)
Former directorships in the last 3 years
John Abernethy has not resigned as a Director from any 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.
Chris Stott (Non-Executive Director – Non-independent)
Experience and expertise
Chris Stott has over 10 years experience in the funds management industry. Chris is the Chief Investment Officer/Portfolio Manager of Wilson Asset Management (International) Pty Limited and is responsible for the research, management and construction of the company’s
portfolios. Previously, Chris was employed at Challenger Financial Services Group for four years in various research and administrative roles specialising in Australian Equities. He holds a Bachelor of Business from the University of Technology, Sydney and a Graduate Diploma in Applied Finance and Investment.
Chris Stott has been a Director of the Company since 1 July 2014.
Other current directorships
Chris is a Director of WAM Research Limited (appointed August 2014).
Former directorships in the last 3 years
None
Special responsibilities
None
Interests in shares of the Company
Details of Chris Stott’s interests in shares of the Company are included later in this report.
Interests in contracts
Chris Stott has no interests in contracts of the Company.
Kate Thorley (Non-Executive Director – Non-independent/Company Secretary)
Experience and expertise
Kate Thorley has nine years experience in the funds management industry and more than 15 years of financial accounting and corporate governance experience. Kate is the Chief Executive Officer of Wilson Asset Management (International) Pty Limited and is also the Company Secretary of WAM Capital Limited, WAM Research Limited and Future Generation Investment Fund Limited. Previously, Kate held the positions of Chief Financial Officer and Financial Accountant for Wilson Asset Management (International) Pty Limited. She holds a Bachelor of Commerce, a Graduate Diploma in Applied Finance and Investment, Graduate Diploma of Applied Corporate Governance and is a fully qualified CPA.
16
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Kate Thorley (Non-Executive Director – Non-independent/Company Secretary) (cont’d) Kate Thorley has been a Director of the Company since 1 July 2014 and Company Secretary since November 2007.
Other current directorships
Kate is a non-executive Director of Sandon Capital Opportunities Pty Limited and WAM Research Limited (appointed August 2014).
Former directorships in the last 3 years
None
Special responsibilities
Company Secretary.
Interests in shares of the Company
Details of Kate Thorley’s interests in shares of the Company are included later in this report.
Interests in contracts
Kate Thorley’s has no interests in contracts of the Company.
Remuneration Report (Audited)
This report details the nature and amount of remuneration for each Director of WAM Active Limited.
a) Remuneration of Directors
All Directors of WAM Active are non-executive Directors. The Board from time to time determines remuneration of Directors within the maximum amount approved by the shareholders at the Annual Shareholders Meeting. Directors are not entitled to any other remuneration.
Fees and payments to 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.
The maximum total remuneration of the Directors of the Company has been set at $110,000 per annum. 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.
17
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Remuneration Report (Audited) (cont’d)
Directors’ remuneration received for the year ended 30 June 2014:
| Director Position G.J. Wilson Chairman M.J. Kidman Non-Executive Director J. B. Abernethy Non-Executive Director |
Short-term employee benefits Directors’ Fees $ Post- employment benefits Superannuation $ Total $ 9,153 847 10,000 27,460 2,540 30,000 27,460 2,540 30,000 |
|---|---|
| 64,073 5,927 70,000 |
Directors receive a superannuation guarantee contribution required by the government, which was 9.25% of individuals benefits for FY2014 and do not receive any retirement benefits.
The following table reflects the Company’s performance and Directors’ remuneration over five years:
| 2014 | 2013 | 2012 | 2011 | 2010 | |
|---|---|---|---|---|---|
| Operating profit after tax ($) | 3,171,203 | 1,499,202 | 394,535 | 1,205,441 | 2,121,460 |
| Dividends (cents per share) | 9.6 | 9.5 | 9.0 | 8.0 | 6.0 |
| After tax net tangible asset (cents per share) |
105.97 | 104.65 | 106.47 | 112.67 | 112.14 |
| Total Directors’ remuneration ($) |
70,000 | 47,397 | 71,000 | 92,000 | 92,000 |
| Shareholders’ equity ($) | 36,431,131 | 27,673,996 | 17,402,006 | 18,131,297 | 17,519,848 |
As outlined above, the Directors’ fees are not directly linked to the Company’s performance.
b) Director Related Entities Remuneration
All transactions with related entities were made on normal commercial terms and conditions.
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 also hold 100% of the issued shares 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
18
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Remuneration Report (Audited) (cont’d)
1% p.a (plus GST) of gross assets amounting to $401,427 inclusive of GST (2013: $260,330). As at 30 June 2014, the balance payable to the Manager was $103,144 (2013: $79,787).
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 2014, a performance fee of $1,144,533 inclusive of GST is payable to MAM Pty Limited (2013: $488,099).
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 amounted to $38,500 inclusive of GST for the financial year 2014 (2013: $38,500). Wilson Asset Management (International) Pty Limited is an entity associated with Geoffrey Wilson.
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 30 June 2014, and the date of this report, the Company’s Directors and their related parties held the following interests in the Company:
Directors Ordinary Shares G.J. Wilson 1,020,000 M.J. Kidman 408,654 J.B. Abernethy 60,000
For further details, please refer to Note 21 of the financial statements.
As at the date of their appointment, and the date of this report, the following Directors held the below interests in the Company:
Directors Ordinary Shares C.D. Stott (appointed 1 July 2014) 18,601 K.A. Thorley (appointed 1 July 2014) 29,539
19
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Remuneration Report (Audited) (cont’d)
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. 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.
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 | Attended |
|---|---|---|
| G.J. Wilson | 7 | 7 |
| M.J. Kidman | 7 | 7 |
| J.B. Abernethy | 7 | 6 |
| C.D. Stott (appointed 1 July 2014) | - | - |
| K.A. Thorley (appointed 1 July 2014) | - | - |
Audit & Risk Committee Meetings
The main responsibilities of the Audit & Risk Committee are set out in the Corporate Governance Statement on page 9 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 4.8 cents per share fully franked to be paid on 24 October 2014.
On 1 July 2014, the Board announced the appointment of Ms Kate Thorley and Mr Chris Stott as non-executive Directors. Ms Thorley and Mr Stott will offer themselves for election by shareholders at the Company’s 2014 Annual General Meeting to be held on 28 November 2014.
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.
20
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Future Developments
The Company will continue to pursue investment activities – primarily investing in equities listed on the Australian Securities Exchange – to achieve the Company’s stated objectives.
The Company’s future performance is dependent on the performance of the Company’s investments. In turn, the performance of these investments is impacted by company-specific factors and prevailing industry conditions. In addition, a range of external factors including economic growth rates, interest rates, exchange rates and macro-economic conditions impact the overall equity market and these investments.
As such, we do not believe it is possible or appropriate to accurately predict the future performance of the Company’s investments and, therefore, the Company’s performance.
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.
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:
21
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2014
Non-Audit Services (cont’d)
-
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 auditor 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 23 of this Annual Report.
Signed in accordance with a resolution of the Board of Directors.
==> picture [87 x 43] intentionally omitted <==
G.J. Wilson Chairman
Dated in Sydney this 30[th] day of September 2014
22
==> picture [169 x 37] intentionally omitted <==
Level 15, 135 King Street Sydney NSW 2000 GPO Box 473 Sydney, NSW 2001 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 audit of WAM Active Limited for the year ended 30 June 2014, 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 audit; and
-
b. no contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of WAM Active Limited during the period.
==> picture [154 x 54] intentionally omitted <==
Moore Stephens Sydney Chartered Accountants
==> picture [93 x 21] intentionally omitted <==
Scott Whiddett
Partner
Dated in Sydney, 30 September 2014
23
Moore Stephens Sydney ABN 90 773 984 843. 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 2014
| Note Net realised and unrealised gains on financial assets Investment revenue 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 expense 3(a) Profit attributable to members of the Company Other comprehensive income Other comprehensive income for the year, net of tax Total comprehensive income for the year Basic earnings per share 15 Diluted earnings per share 15 |
2014 $ 4,317,595 1,742,770 (1,066,497) (374,057) (70,000) (52,366) (45,176) (36,384) (209,371) - (147,892) 4,058,622 (887,419) 3,171,203 - 3,171,203 9.7cents 9.7cents |
2013 $ 25,587 2,955,946 (454,820) (242,580) (47,397) (51,945) (34,724) (35,890) (223,438) (2,191) (118,964) |
|---|---|---|
| 1,769,584 (270,382) |
||
| **1,499,202 ** | ||
| - 1,499,202 |
||
| 7.3 cents | ||
| 7.2cents |
The accompanying notes form part of these financial statements.
24
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2014
| 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 Accumulated losses 12 Total Equity |
2014 $ 17,546,424 1,857,817 20,801,747 12,624 40,218,612 1,082,900 2,665,546 39,035 3,787,481 36,431,131 35,788,177 1,659,413 (1,016,459) **36,431,131 ** |
2013 $ 12,349,971 1,418,887 14,873,300 49,885 |
|---|---|---|
| 28,692,043 | ||
| - 737,059 280,988 |
||
| 1,018,047 | ||
| 27,673,996 | ||
| 27,091,075 1,599,380 (1,016,459) |
||
| 27,673,996 |
The accompanying notes form part of these financial statements.
25
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2014
| Note Balance at 1 July 2012 Profit for the year Transfer to profits reserve 11 Other comprehensive income for the year Shares issued via dividend reinvestment plan 10(b) Shares issued via exercise of options 10(d) Dividends paid 4(a) Balance at 30 June 2013 Profit for the year Transfer to profits reserve 11 Other comprehensive income for the year Shares issued via dividend reinvestment plan 10(b) Shares issued via exercise of options 10(d) Dividends paid 4(a) Balance at 30 June 2014 |
Issued capital $ Accumulated losses $ Profits reserve $ Total equity $ 16,195,624 (124,773) 1,331,155 17,402,006 - 1,499,202 - 1,499,202 (2,390,888) 2,390,888 - - - - - 450,614 - - 450,614 10,444,837 - - 10,444,837 - - (2,122,663) (2,122,663) |
|---|---|
| 27,091,075 (1,016,459) 1,599,380 27,673,996 |
|
| - 3,171,203 - 3,171,203 - (3,171,203) 3,171,203 - - - - - 1,855,979 - - 1,855,979 6,841,123 - - 6,841,123 - - (3,111,170) (3,111,170) |
|
| 35,788,177 (1,016,459) 1,659,413 **36,431,131 ** |
The accompanying notes form part of these financial statements.
26
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2014
| Note Cash flows from operating activities Dividends and trust distributions received Interest received Other investment income received Management fees (inclusive of GST) 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 paid Net cash (used in)/provided by operating activities 14 Cash flows from investing activities Proceeds from sale of investments Payments for purchase of investments Net cash provided by/(used in) investing activities Cash flows from financing activities Proceeds from options exercised Proceeds from DRP underwriting Dividends paid – net of reinvestment Net cash provided by/(used in) financing activities Net increase 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 |
2014 $ 1,132,784 423,740 188,283 (378,071) (488,099) (224,432) (325,799) (16,144) 97,336 (995,895) (586,297) 98,364,946 (98,168,128) 196,818 6,841,123 1,166,724 (2,421,915) 5,585,932 5,196,453 12,349,971 17,546,424 |
2013 $ 2,288,282 319,214 382,446 (229,041) (125,542) (239,521) (333,238) (14,537) 61,518 (104,110) |
|---|---|---|
| 2,005,471 | ||
| 73,466,272 (81,464,478) |
||
| (7,998,206) | ||
| 10,444,837 - (1,672,049) |
||
| (1,123,826) | ||
| 2,780,053 9,569,918 |
||
| 12,349,971 |
The accompanying notes form part of these financial statements.
27
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
1. Summary 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 Company is a for-profit entity for financial reporting purposes under Australian Accounting Standards.
The financial report was authorised for issue on 30[th] September 2014 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 to which they apply. Compliance with Australian Accounting Standards ensures the financial statements and notes also comply with International Financial Reporting Standards (IFRS) as issued by the IASB. Material accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless otherwise stated.
Except for cash flow information, 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
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. For financial assets, trade date accounting is adopted, which is equivalent to the date that the Company commits to purchase or sell the assets.
Financial instruments are initially measured at fair value. Transaction costs related to financial instruments are expensed to the Statement of Comprehensive Income immediately.
Classification and subsequent measurement
Financial instruments are subsequently measured at fair value. Current market prices for all quoted investments are used to determine fair value. For all unlisted securities that are not traded in an active market, valuation techniques are applied to determine fair value, including recent arm’s length transactions and reference to similar instruments.
The Company classifies its financial instruments into the following categories:
-
(i) 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.
28
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
1. Summary of significant accounting policies (cont’d)
a) Financial instruments (cont’d)
-
(ii) Financial liabilities at fair value through profit or loss
-
Financial liabilities such as 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 Statement of Comprehensive Income in which they arise.
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) Income tax
The charge of current income tax expense is based on the profit for the year adjusted for any non-assessable 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 balance sheet method in respect of temporary differences 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.
29
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
1. Summary of significant accounting policies (cont’d)
b) Income tax (cont’d)
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.
c) Cash and cash equivalents
Cash and cash equivalents include cash on hand, at call deposits with banks or financial institutions and other term deposits 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 [please refer to Note 1(g) for further detail].
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 non-financial 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 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 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.
30
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
1. Summary of significant accounting policies (cont’d)
h) Goods and Services Tax (GST) (cont’d)
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 2014. All material financial assets are valued by reference to quoted prices and therefore no significant estimates or judgements are required in respect to their valuation.
k) Profits reserve
The profits reserve is made up of amounts transferred from current and retained earnings that are preserved for future dividend payments.
l) New and amended accounting policies adopted
The Company has adopted AASB 13: Fair Value Measurement and associated Amending Standards. AASB 13 defines fair value, addresses how to measure fair value and requires disclosures about fair value measurement. The amounts reported in the Company’s financial statements were not affected as a consequence of applying AASB 13. However the Company has included new disclosures regarding assets and liabilities that are measured at fair value in the Company’s financial statements.
Fair value is the price the Company would receive to sell an asset or would have to pay to transfer a liability in an orderly transaction between independent, knowledgeable and willing market participants at the measurement date or, in the absence of such a market, the most advantageous market to which the Company has access to at that date.
As fair value is a market-based measure, the Company uses closing quoted last prices as a basis of measuring the fair value of assets and liabilities that are listed. The fair values of assets and liabilities that are not traded in an active market are determined using valuation techniques that maximise the use of observable market data.
31
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
1. Summary of significant accounting policies (cont’d)
m) New standards and interpretations not yet adopted
The Australian Accounting Standards Board has issued a number of new and amended Accounting Standards and Interpretations that have mandatory application dates for future reporting periods, some of which are relevant to the Company. The Company has decided not to early adopt any of the new and amended pronouncements. The new and amended pronouncements that are relevant to the Company, but applicable in future reporting periods are set out below:
-
(i) AASB 9: Financial Instruments (December 2010) and associated Amending Standards (effective 1 January 2017). AASB9 will include simplifications to the classification of financial assets and permits the recognition of fair value gains and losses in other comprehensive income if they relate to investments that are not traded. The Company has not early adopted AASB 9. This is not expected to have a significant impact on the Company’s financial statements as the Company does not expect to elect any investments as not held for trading.
-
(ii) AASB 2012–3: Amendments to Australian Accounting Standards – Offsetting Financial Assets and Financial Liabilities (effective 1 January 2014). This Standard adds application guidance to AASB 132: Financial Instruments: Presentation to address potential inconsistencies identified in applying some of the offsetting criteria of AASB 132. This Standard is not expected to significantly impact the Company as no financial assets and liabilities are offset in the financial statements.
2. Investment revenue
| 2. Investment revenue | ||
|---|---|---|
| Australian sourced dividends Interest Trust distributions Foreign sourced dividends Underwriting fees |
2014 $ 1,124,109 406,702 190,735 10,397 10,827 1,742,770 |
2013 $ 2,250,479 321,826 380,825 1,195 1,621 |
| 2,955,946 |
32
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
3. Taxation
a) Income tax expense
The prima facie tax on profit before income tax is reconciled to the income tax expense as follows:
| Prima facie tax on profit before income tax at 30% (2013: 30%) Imputation credit gross up Foreign income tax offset gross up Franking credit offset Foreign income tax offset Other non-assessable items Total income tax expense results in a: Current tax expense Deferred tax liability Deferred tax asset Over provision in prior period b) Deferred tax assets Tax losses Provisions Option issue costs Capitalised legal fees Movement in deferred tax assets Balance at the beginning of the year Transfer tax losses from current tax liability Recoup losses Credited to the Statement of Comprehensive Income Under provision in prior period At reporting date |
2014 $ 1,217,587 142,131 550 (473,769) (1,835) 2,755 887,419 1,128,188 (241,953) 1,184 - 887,419 2014 $ - 6,732 4,815 1,077 12,624 49,885 - (36,077) (1,184) - 12,624 |
2013 $ 530,875 105,868 63 (352,892) (211) (13,321) 270,382 240,213 27,086 3,416 (333) |
|---|---|---|
| 270,382 | ||
| 2013 $ 36,077 6,056 7,156 596 |
||
| 49,885 | ||
| 293,181 - (239,880) (3,416) - |
||
| 49,885 |
33
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
| 3. Taxation (cont’d) c) Current tax liabilities Balance at the beginning of the year Current year income tax expense on operating profit Net income tax paid Income tax refund due Transfer tax losses from 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 4. Dividends a) Ordinary dividends paid during the year Final Dividend FY2013: 4.75 cents per share fully franked at 30% tax rate paid 4 October 2013 (Final dividend FY2012: 4.5 cents per share fully franked) Interim Dividend FY2014: 4.8 cents per share fully franked at 30% tax rate paid 30 April 2014 (Interim dividend FY2013: 4.75 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 2014 of 4.8 cents per share fully franked at 30% tax rate payable 24 October 2014 (FY2013: 4.75 cents fully franked) |
2014 $ - 1,128,188 (1,100,006) 7,895 (36,077) - 2014 $ 20,132 18,903 39,035 280,988 (241,953) 39,035 2014 $ 1,478,136 1,633,034 3,111,170 **1,647,194 ** |
2013 $ - 240,213 (104,443) 104,110 (239,880) |
|---|---|---|
| - | ||
| 2013 $ 256,974 24,014 |
||
| 280,988 | ||
| 253,902 27,086 |
||
| 280,988 | ||
| 2013 $ 880,270 1,242,393 |
||
| 2,122,663 | ||
| 1,254,022 |
34
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
4. Dividends (cont’d)
| c) Dividend franking account Balance of franking account at year end d) Adjustments to franking account after year end Balance of franking account at year end Estimated income tax refund due Franking credits on dividends receivable Subsequent to the reporting period, the franking account would be reduced by the proposed dividend disclosed in b) above as follows: |
2014 $ 162,363 162,363 (7,894) - (705,940) (551,471) |
2013 $ 26,055 |
|---|---|---|
| 26,055 (104,110) 3,936 (537,438) |
||
| (611,557) |
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 $39,035 (2013: $280,988).
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 |
2014 $ 35,797 7,398 43,195 |
2013 $ 31,735 6,050 |
|---|---|---|
| 37,785 |
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.
35
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
6. Trade and other receivables
| Outstanding settlements Income receivable GST receivable Tax refund |
2014 $ 1,662,647 90,976 96,299 7,895 1,857,817 |
2013 $ 1,174,249 92,936 47,592 104,110 |
|---|---|---|
| **1,418,887 ** |
Outstanding settlements are on the terms of operating in the securities industry. These are noninterest 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 |
2014 $ 20,781,152 20,595 20,801,747 |
2013 $ 14,850,251 23,049 |
| 14,873,300 |
The market values of individual investments as at 30 June 2014 are disclosed on pages 52 to 53 of the Annual Report.
8. Financial liabilities
Borrowed stock
| 2014 | 2013 | |
|---|---|---|
| $ | $ | |
| 1,082,900 | - |
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 |
2014 $ 1,292,799 103,144 1,144,533 125,070 2,665,546 |
2013 $ 79,631 79,787 488,099 89,542 |
|---|---|---|
| 737,059 |
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.
36
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
| 10. Issued capital a) Paid-up capital 34,316,532 ordinary shares fully paid (2013: 26,400,472) b) Ordinary shares Balance at the beginning of the year 271,076 ordinary shares issued on 4 October 2013 under a dividend reinvestment plan 1,015,602 ordinary shares issued on 4 October 2013 under a dividend reinvestment plan underwriting agreement 295,009 ordinary shares issued on 30 April 2014 under a dividend reinvestment plan 6,334,373 ordinary shares issued from the exercise of options allotted July 2013 to December 2013 exercise price $1.08 175,537 ordinary shares issued on 19 October 2012 under a dividend reinvestment plan 243,843 ordinary shares issued on 19 April 2013 under a dividend reinvestment plan 9,671,147 ordinary shares issued from the exercise of options allotted July 2012 to June 2013 exercise price $1.08 At reporting date |
2014 $ 35,788,177 27,091,075 311,412 1,166,724 377,843 6,841,123 - - - 35,788,177 |
2013 $ 27,091,075 |
|---|---|---|
| 16,195,624 - - - - 183,398 267,216 10,444,837 |
||
| 27,091,075 |
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 including share capital and unexercised options. 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. There have been no changes in the strategy adopted by the Board to control the capital of the Company since the prior year. The Company is not subject to any externally imposed capital requirements.
d) Options
The Company raised a total of $17,285,960 through the one-for-one Bonus Option Issue announced on 4 May 2012. These options expired on 12 December 2013 with 16,005,520 options exercised.
37
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
11. Reserves
| Profits reserve | 2014 $ 2013 $ 1,659,413 1,599,380 |
|---|---|
| The profits reserve details an amount preserved for future dividend payments as outlined in | The profits reserve details an amount preserved for future dividend payments as outlined in | The profits reserve details an amount preserved for future dividend payments as outlined in |
|---|---|---|
| accounting policy Note 1(k). | ||
| Movement in profits reserve | 2014 | 2013 |
| $ | $ | |
| Balance at the beginning of the year | 1,599,380 | 1,331,155 |
| Transfer from retained earnings | 3,171,203 | 2,390,888 |
| Final dividend FY2013 paid (refer to note 4a) | (1,478,136) | (880,270) |
| Interim dividend FY2014 paid (refer to note 4a) | (1,633,034) | (1,242,393) |
| At reporting date | 1,659,413 | 1,599,380 |
12. Accumulated losses
| Balance at the beginning of the year Transfer to profits reserve Profit for the year attributable to members of the Company At reporting date |
2014 $ (1,016,459) (3,171,203) 3,171,203 (1,016,459) |
2013 $ (124,773) (2,390,888) 1,499,202 |
|---|---|---|
| (1,016,459) |
13. Cash and cash equivalents
Cash 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 Term deposits |
2014 $ 3,201,009 14,345,415 17,546,424 |
2013 $ 1,299,971 11,050,000 |
|---|---|---|
| 12,349,971 |
The weighted average interest rate for cash and term deposits as at 30 June 2014 is 3.28% (2013: 3.75%). The term deposits have an average maturity of 88 days (2013: 70 days). The majority of term deposits are invested with major Australian banks and their banking subsidiaries that have Standard & Poor’s A-1+ rating. The term deposits also includes the cash collateral for the borrowed stock (refer Note 8).
38
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
14. Cash flow information
| Reconciliation of operating profit after income tax: Cash Flow from operations after income tax Less items classified as investing/financing activities: Realised gains on sale of investments (Less)/add non-cash items: Unrealised (gains)/losses on investments Changes in assets and liabilities: (Increase)/decrease in receivables Decrease in deferred tax assets Increase in payables Increase/(decrease) in current tax liabilities (Decrease)/increase in deferred tax liabilities Cash flow from operating activities 15. Earnings per share Profit after income tax used in the calculation of basic and diluted earnings per share Weighted average number of ordinary shares outstanding during the year used in calculating basic earnings per share Weighted average number of dilutive options outstanding Weighted average number of ordinary shares outstanding during the year used in calculating dilutive earnings per share |
2014 $ 3,171,203 (2,260,570) (2,057,025) (46,748) 37,261 715,319 96,216 (241,953) (586,297) 2014 $ 3,171,203 No. 32,673,032 - 32,673,032 |
2013 $ 1,499,202 (362,691) 337,103 5,580 243,296 360,005 (104,110) 27,086 |
|---|---|---|
| 2,005,471 | ||
| 2013 $ 1,499,202 |
||
| No. 20,665,647 250,044 20,915,691 |
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.
39
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
16. Financial risk management (cont’d)
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.
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 and term deposits held by the Company or in its portfolios are invested with financial institutions that have a Standard and Poor’s short rating A-1+ and long term rating of AA-. Also the majority of maturities are within three 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 term deposits 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 when, and if required.
The table below reflects an undiscounted contractual maturity analysis for the Company’s liabilities. The timing of cash flows presented in the table to settle liabilities reflects the earliest possible contractual settlement date to the reporting date.
40
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
16. Financial risk management (cont’d)
b) Liquidity risk (cont’d)
| 30 June 2014 Liabilities Financial liabilities Trade and other payables Total 30 June 2013 Liabilities Financial liabilities Trade and other payables Total |
>1 month $ <1 months $ Total $ - 1,082,900 1,082,900 - 2,665,546 2,665,546 |
|---|---|
| - 3,748,446 3,748,446 |
|
| >1 month $ <1 months $ Total $ - - - - 737,059 737,059 |
|
| - 737,059 737,059 |
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 tradable 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 term deposits mature within three months. As the Company’s exposure to interest rate risk is not significant, interest rate sensitivities have not been performed.
41
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
16. Financial risk management (cont’d)
c) Market risk (cont’d)
(i) Interest rate risk (cont’d)
At the end of the reporting period, the Company’s exposure to interest rate risk and the effective weighted average interest rate was as follows:
| 30 June 2014 Weighted average interest rate (% pa) Assets Cash and cash equivalents 3.28% Trade and other receivables Financial assets Total Liabilities Financial liabilities Trade and other payables Total 30 June 2013 Weighted average interest rate (% pa) Assets Cash and cash equivalents 3.75% Trade and other receivables Financial assets Total Liabilities Financial liabilities Trade and other payables Total |
Interest bearing $ Non- interest bearing $ Total $ 17,546,424 - 17,546,424 - 1,857,817 1,857,817 - 20,801,747 20,801,747 |
|---|---|
| 17,546,424 22,659,564 40,205,988 |
|
| - 1,082,900 1,082,900 - 2,665,546 2,665,546 |
|
| - 3,748,446 3,748,446 |
|
| Interest bearing $ Non- interest bearing $ Total $ 12,349,971 - 12,349,971 - 1,418,887 1,418,887 - 14,873,300 14,873,300 |
|
| 12,349,971 16,292,187 28,642,158 |
|
| - - - - 737,059 737,059 |
|
| - 737,059 737,059 |
42
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
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 Statement of Comprehensive Income, 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 Consumer Discretionary Consumer Staples Telecommunication Services Materials Health Care Energy Information Technology |
2014 2013 29.0% 27.0% 16.5% 8.8% 4.0% 5.2% 3.4% 7.1% 0.9% - 0.7% 3.1% 0.5% 0.2% - 0.6% - 0.3% |
|---|---|
| 55.0% 52.3% |
Securities representing over 5 per cent of the gross assets at 30 June were:
| Company name | 2014 (%) |
|---|---|
| N/A | N/A |
| Company name | 2013 (%) |
| Graincorp Limited | 6.1% |
43
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
16. Financial risk management (cont’d)
c) Market risk (cont’d)
(ii) Other price risk
Sensitivity Analysis
For investments held by the Company at the end of the reporting period, 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 55% (2013: 52.3%) of gross assets at year end. A 5% movement in the market value of each of the investments within the portfolio would result in a 2.8% (2013: 2.6%) movement in the net assets after tax. This would result in the 30 June 2014 net asset backing after tax moving by 2.9 cents per share (2013: 2.7 cents per share).
d) Financial instruments measured at fair value
AASB 13: Fair Value Measurement requires the disclosure of fair value information 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 last 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 value of these investments.
| 30 June 2014 Financial assets Financial liabilities Total 30 June 2013 Financial assets Financial liabilities Total |
Level 1 $ Level 2 $ Level 3 $ Total $ 20,781,152 20,595 - 20,801,747 1,082,900 - - 1,082,900 |
|---|---|
| 21,864,052 20,595 - 21,884,647 |
|
| Level 1 $ Level 2 $ Level 3 $ Total $ 14,834,536 38,764 - 14,873,300 - - - - |
|
| 14,834,536 38,764 - 14,873,300 |
44
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
17. Investment transactions
The total number of contract notes that were issued for transactions in securities during the financial year was 3,625 (2013: 3,748). Each contract note could involve multiple transactions. The total brokerage paid on these contract notes was $436,654 (2013: $423,816).
18. Segment reporting
The Company currently engages in investing activities, including cash, term deposits and equity investments. It has no reportable business or geographic segments.
19. Capital commitments
There are no capital commitments as at 30 June 2014 (2013: nil).
20. Contingent liabilities
There are no contingent liabilities as at 30 June 2014 (2013: $9,020).
21. 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
a) Remuneration
There are no executives that are paid by the Company.
Individual Directors’ remuneration disclosures are provided in the Remuneration Report of the Directors’ Report on page 18, 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 2014 Total Directors’ remuneration paid by the Company for the year ended 30 June 2013 |
Short-term employee benefits Directors’ Fees $ Post- employment benefits Superannuation $ Total $ 64,073 5,927 70,000 |
|---|---|
| 42,518 4,879 **47,397 ** |
45
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
21. Key management personnel compensation (cont’d)
b) Share and option holdings
At 30 June 2014, 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 Options held Directors G.J. Wilson M.J. Kidman J.B. Abernethy |
Balance at 30 June 2013 Acquisitions Disposals Balance at 30 June 2014 2,344,793 1,786,543 3,111,336 1,020,000 384,962 23,692 - 408,654 60,000 - - 60,000 |
|
|---|---|---|
| 2,789,755 1,810,235 3,111,336 1,488,654 |
||
| Balance at 30 June 2013 Acquisitions Exercised/ Disposals Balance at 30 June 2014 2,124,793 - 2,124,793 - - - - - - - - - |
||
| 2,124,793 - 2,124,793 - |
At 30 June 2013, 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 (resigned 17/09/12) Options held Directors G.J. Wilson M.J. Kidman J.B. Abernethy R.J. Walker (resigned 17/09/12) |
Balance at 30 June 2012 Acquisitions Disposals Balance at 30 June 2013 2,144,793 200,000 - 2,344,793 301,702 354,962 271,702 384,962 60,000 - - 60,000 1,642,300 - 1,642,300 - |
|
|---|---|---|
| 4,148,795 554,962 1,914,002 2,789,755 |
||
| Balance at 30 June 2012 Acquisitions Exercised/ Disposals Balance at 30 June 2013 2,144,793 - 20,000 2,124,793 301,702 - 301,702 - 60,000 - 60,000 - 1,642,300 - 1,642,300 - |
||
| 4,148,795 - 2,024,002 2,124,793 |
46
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
22. 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 hold 100% of the issued shares 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 $401,427 inclusive of GST (2013: $260,330). At 30 June 2014, the balance payable to the Manager was $103,144 (2013: $79,787).
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. At 30 June 2014, a performance fee of $1,144,533 inclusive of GST is payable to MAM Pty Limited (2013: $488,099).
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 2014 (2013: $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 21(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.
47
WAM ACTIVE LIMITED
A.B.N. 49 126 420 719
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014
23. Events subsequent to reporting date
Since year end the Board has declared a final dividend of 4.8 cents per share fully franked to be paid on 24 October 2014.
On 1 July 2014, the Board announced the appointment of Ms Kate Thorley and Mr Chris Stott as non-executive Directors. Ms Thorley and Mr Stott will offer themselves for election by shareholders at the Company’s 2014 Annual General Meeting to be held on 28 November 2014.
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.
48
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 24 to 48 and the additional disclosures included in the Directors’ Report designated as “Remuneration Report”, as set out on pages 17 and 20, 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 2014 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 in Sydney this 30[th] day of September 2014
49
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Independent Auditor’s Report To the Members of WAM Active Limited A.B.N. 49 126 420 719
Report on the Financial Report
Level 15, 135 King Street Sydney NSW 2000 GPO Box 473 Sydney, NSW 2001 T +61 (0)2 8236 7700 F +61 (0)2 9233 4636
www.moorestephens.com.au
We have audited the accompanying financial report of WAM Active Limited (the “Company”), which comprises the statement of financial position as at 30 June 2014, 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 and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 1, the directors also state that, in accordance with Accounting Standard AASB 101 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. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance about 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 judgement, 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 .
50
Moore Stephens Sydney ABN 90 773 984 843. 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
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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 2014 and of its performance for the year ended on that date; and
-
ii. complying with Australian Accounting Standards 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 17 to 20 of the directors’ report for the year ended 30 June 2014. 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 2014 complies with section 300A of the Corporations Act 2001 .
Matters Relating to the Electronic Publication of the Audited Financial Report
This auditor’s report relates to the financial report for the year ended 30 June 2014 included on WAM Active Limited’s website. The Company’s directors are responsible for the integrity of WAM Active Limited’s website. We have not been engaged to report on the integrity of WAM Active Limited’s website. The auditor’s report refers only to the subject matter described above. It does not provide an opinion on any other information which may have been hyperlinked to/from these statements. If users of the financial report are concerned with the inherent risks arising from publication on a website, they are advised to refer to the hard copy of the audited financial report to confirm the information contained in this website version of the financial report.
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Moore Stephens Sydney Chartered Accountants
==> picture [93 x 22] intentionally omitted <==
Scott Whiddett
Partner
Dated in Sydney, 30 September 2014
51
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
INVESTMENTS AT MARKET VALUE AS AT 30 JUNE 2014
| Company Name | Code | Market Value | % of Gross |
|---|---|---|---|
| $ | Portfolio | ||
| Financials | |||
| Ask Funding Limited | AKF | 54,615 | 0.1% |
| CBA Perpetual Exchangeable Resale Listed Sec – | CBAPA | 1,644,398 | 4.2% |
| PERLS V | |||
| Challenger Limited | CGF | 1,205,280 | 3.1% |
| CIC Australia Limited | CNB | 218,628 | 0.6% |
| Contango Microcap Limited | CTN | 437,346 | 1.1% |
| Century Australia Investments Limited | CYA | 1,633,831 | 4.2% |
| Galileo Japan Trust | GJT | 381,377 | 1.0% |
| Genworth Mortgage Insurance Australia Limited | GMA | 806,221 | 2.1% |
| Hunter Hall Global Value Limited | HHV | 738,887 | 1.9% |
| Ironbark Capital Limited | IBC | 678,662 | 1.7% |
| IPE Limited | IPE | 1,254,020 | 3.2% |
| Keybridge Capital Limited | KBC | 308,198 | 0.8% |
| Naos Emerging Opportunities Company Limited | NCC | 164,493 | 0.4% |
| Ozgrowth Limited | OZG | 173,016 | 0.5% |
| Sunland Group Limited | SDG | 537,292 | 1.4% |
| Tower Limited | TWR | 62,370 | 0.2% |
| WBC Stapled Preferred Security II | WBCPB | 650,168 | 1.7% |
| Westoz Investment Company Limited | WIC | 1,328,081 | 3.4% |
| 12,276,883 | 31.6% | ||
| Industrials | |||
| Australian Infrastructure Fund Limited | AIX | 21,275 | 0.1% |
| Credit Corp Group Limited | CCP | 829,902 | 2.1% |
| Crowe Horwath Australasia Limited | CRH | 101,925 | 0.2% |
| Coventry Group Limited | CYG | 837,600 | 2.1% |
| Dolomatrix International Limited | DMX | 20,595 | 0.1% |
| Hills Limited | HIL | 1,231,055 | 3.2% |
| Macquarie Atlas Roads Group | MQA | 1,497,156 | 3.8% |
| Transpacific Step-Up Preference Securities | TPAPA | 228,327 | 0.6% |
| Transfield Services Limited | TSE | 134,757 | 0.3% |
| 4,902,592 | 12.6% | ||
| Consumer Discretionary | |||
| Invocare Limited | IVC | 441,291 | 1.1% |
| Myer Holdings Limited | MYR | 812,808 | 2.1% |
| Noni B Limited | NBL | 84,539 | 0.2% |
| Ten Network Holdings Limited | TEN | 171,720 | 0.5% |
| 1,510,358 | 3.9% | ||
| Consumer Staples | |||
| Coca-Cola Amatil Limited | CCL | 408,672 | 1.1% |
| Tassal Group Limited | TGR | 354,352 | 0.9% |
| Treasury Wine Estates Limited | TWE | 541,080 | 1.4% |
| 1,304,104 | 3.4% |
52
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
INVESTMENTS AT MARKET VALUE AS AT 30 JUNE 2014
| Company Name Code Telecommunication Services M2 Group Limited MTU Materials Intrepid Mines Limited IAU Health Care Monash Group IVF Limited MVF Total Long Portfolio Total Cash, income receivable and net outstanding settlements Total Short Portfolio Gross Assets |
Market Value % of Gross $ Portfolio 343,338 0.9% 343,338 0.9% 285,289 0.7% 285,289 0.7% 179,183 0.5% 179,183 0.5% 20,801,747 53.5% 18,092,640 46.5% (1,082,900) (2.9%) $37,811,487 |
|---|---|
53
WAM ACTIVE LIMITED A.B.N. 49 126 420 719
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Securities Exchange Limited Listing Rules and not disclosed elsewhere in this report.
Shareholdings
Substantial shareholders (at 31 August 2014)
There are no substantial shareholders at 31 August 2014.
On-market buy back (at 31 August 2014)
There is no current on-market buy back.
Distribution of shareholders (at 31 August 2014)
| 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 % 100 0.2 307 3.0 300 7.1 670 61.6 52 28.1 |
|---|---|
| 1,429 100.0 |
The number of shareholdings held in less than marketable parcels is 34.
Twenty largest shareholders – Ordinary shares (at 31 August 2014)
| Name Entities associated with Mr Geoffrey Wilson Mr V J Plummer Harlow Trading Pty Limited (Arragon Pension Fund A/C) Entities associated with Mr Matthew Kidman Trophy Components Distributors Pty Limited Edington Pty Limited (Herring Super Fund A/C) Mr & Mrs M A O’Brien Distad Pty Limited (Barker Superfund A/C) Mr & Mrs K A Tunks (The Megalong S/F A/C) Selman Pty Ltd (The Toni Sharp S/F A/C) Mrs M Tooher Uplands Holdings Pty Ltd (Media Five Partners Super Fund A/C) Vohra Holdings Pty Ltd (Vohra Super Fund A/C) Willjo Pty Ltd (Solo 1 A/C) Dr & Mrs W B Blakemore (Dr WB Blakemore P/L S/F A/C) Mr & Mrs J Wilson (Wilson Retirement Fund A/C) Kindl Holding Pty Ltd (Employees Pension Fund A/C) Dr D H Nguyen Mr & Mrs C Sartori Mr & Mrs L A Jordan |
Number of ordinary shares held Percentage of issued capital held 1,000,000 2.9% 500,000 1.5% 440,000 1.3% 408,654 1.2% 400,000 1.2% 330,000 1.0% 280,240 0.8% 230,000 0.7% 200,250 0.6% 200,000 0.6% 200,000 0.6% 200,000 0.6% 200,000 0.6% 200,000 0.6% 198,401 0.6% 185,361 0.5% 175,000 0.5% 173,107 0.5% 171,977 0.5% 170,000 0.5% |
|---|---|
| 5,862,990 17.3% |
Stock Exchange Listing
Quotation has been granted for all of the ordinary shares of the Company on all Member Exchanges of the ASX Limited.
54
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