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WAM ACTIVE LIMITED Annual Report 2015

Sep 29, 2015

66032_rns_2015-09-29_65e2ee12-4751-4bae-a087-3e4ebd8ada64.pdf

Annual Report

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WAM Active Limited ABN 49 126 420 719

Annual Report for the year ending 30 June 2015

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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) Kate Thorley Matthew Kidman Chris Stott John Abernethy 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 Grosvenor Place Level 12, 225 George St Sydney NSW 2000

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)

Shareholder Presentations 2015

Perth
Thursday 19 November
Presentation only
Parmelia Hilton
14 Mill St
Perth WA 6000
10.00am – 12.00pm
Adelaide
Wednesday 25 November
Presentation only
The Playford
120 North Terrace
Adelaide SA 5000
10.00am – 12.00pm
Annual General Meeting and Presentation
Sydney
Tuesday 24 November
Auditorium
Wesley Centre
220 Pitt St
SydneyNSW 2000
AGM:9.30am – 10.00am
Presentation:11.00am – 12.30pm
Melbourne
Brisbane
Canberra
Thursday 26 November
Presentation only
Friday 27 November
Presentation only
Monday 30 November
Presentation only
Rydges Melbourne
186 Exhibition St
Melbourne VIC 3000
10.00am – 12.00pm
Brisbane Convention &
Exhibition Centre
Cnr Merivale & Glenelg St
South Bank QLD 4101
10.00am – 12.00pm
Belconnen Premier Inn
110 Benjamin Way
Belconnen ACT 2617
10.00am – 12.00pm

Key Highlights FY2015

2.5c

4.0c

Full Year Fully Franked Dividend

Return of Capital

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5.5%

5.3x

Investment Portfolio Performance

Portfolio Turnover

Summary of Results FY2015

WAM Active reported an operating profit before tax of $896,077 (2014: $4,058,622) and operating profit after tax of $897,681 (2014: $3,171,203) for the year to 30 June 2015. The change in profit compared to the previous year is a reflection of the investment portfolio returning 5.5% compared to 19.4% in FY2014 and capital management initiatives including the completion of the option issue.

WAM Active’s investment portfolio increased 5.5% for the 12 months to 30 June 2015 while the S&P/ASX All Ordinaries Accumulation Index rose 5.7% and the UBS Bank Bill Index increased 2.6%. WAM Active’s performance was achieved with an average equity exposure of 60.6%. During the year the equity portfolio was turned over 5.3 times.

In the first half of the year a Return of Capital of 4.0 cents per share was paid as the Company’s net assets were less than issued capital and the Board decided it was not prudent to pay an interim dividend. The Board decided to pay the capital return in recognition of WAM Active shareholders’ cash flow needs. Increased profits in the second half of the financial year allowed the Board to declare a final fully franked dividend of 2.5 cents. The dividend reinvestment plan will be operating for the final dividend.

As at 30 June 2015

As at 30 June 2015 As at 30 June 2015
Listing date January 2008
Market cap $34.2m
Share price $0.985
Shares on issue 34,693,760
Net Tangible Assets (pre-tax) $0.99
Net Tangible Assets (post-tax) $1.00
Gross Assets $35.2m
Fully franked dividends FY2015 2.5 cents
Fullyfranked FY2015 dividendyield 2.5%
Return of Capital FY2015 4.0 cents
Return of Capital FY2015 yield 4.1%
Fully franked dividends FY2014 9.6 cents

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WAM Active’s investment portfolio
return 12.1% p.a. over 7½ years
Index re-based
150
100
50
0
-50
-100
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Index re-based
150
100
50
0
-50
-100
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………………………………………………………………………. 48
Independent Auditor’s Report……………………………………………………………... 49
Investments at Market Value……………………………………………………………… 51
ASX Additional Information..………………………………………………………………. 53

WAM ACTIVE LIMITED ABN 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 2015. I would also like to welcome all new shareholders to the Company.

Since listing in 2008, the Company has effectively applied an investment approach which provides investors with exposure to active trading strategies which aim to deliver positive returns in all market cycles. In FY2015, we continued to focus on identifying and acting on opportunities that allowed us to grow the Company’s investment portfolio by 5.5%, while taking as little risk as possible. Over the period the cash holding averaged 39.4%. The portfolio turned over more than five times during the period.

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 39.4% in cash during the financial year. The return on our cash was 2.9% and the return on our equity portion of the portfolio was 7.3%. The portfolio was extremely active, with the equity portion turning over 5.3 times during the period.

1. How the investment manager performed

WAM Active’s investment portfolio increased 5.5% for the 12 months to 30 June 2015 while the S&P/ASX All Ordinaries Accumulation Index increased by 5.7% 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 2015 1 Yr %pa %pa %pa(Jan-08)
WAM Active Investment
Portfolio*
5.5% 13.3% 11.3% 12.1%
S&P/ASX All Ordinaries
Accumulation Index

5.7%
14.5% 9.4% 2.2%
Outperformance -0.2% -1.2% +1.9% +9.9%
UBS Bank Bill Index
(cash)
2.6% 2.9% 3.6% 4.2%
Outperformance +2.9% +10.4% +7.7% +7.9%

*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 and the return of capital, increased 2.6% for the 12 months to 30 June 2015. This increase is after 0.6 cents per share of tax paid. This performance measure shows the change in the value of the assets that belong to the shareholders over the 12 month period. Performance fees payable and corporate tax (30%) are significant items of difference between the investment portfolio and the net tangible 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 ABN 49 126 420 719

CHAIRMAN’S LETTER

3. The Total Shareholder Return (TSR)

This measure shows the return to shareholders being the change in share price together with dividends reinvested. The TSR for WAM Active for the year to 30 June 2015 was -19.9%. The TSR was impacted by the decrease in the share price premium to NTA. This measure does not value the potential benefit of franking credits.

Investment portfolio

Over the course of the 2015 financial year, the equity component of the portfolio turned over 5.3 times and we traded in 242 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 FY2015 were: Burson Group Limited (BAP), Blackmores Limited (BKL) and Hunter Hall Global Value Limited (HHV).

Return of Capital

For the half year to 31 December 2014, the Company’s net assets were less than issued capital and the Board decided it was not prudent to pay an interim dividend. In recognition of WAM Active shareholders’ cash flow needs, the Directors declared a 4.0 cents per share Return of Capital, which was approved by shareholders at an Extraordinary General Meeting on 19 May 2015 and paid on 1 June 2015.

Dividends

On 27 August 2015, the Board announced a fully franked final dividend of 2.5 cents per share. The final dividend will be paid on 30 October 2015 and will trade ex dividend on 19 October 2015. The dividend reinvestment plan (DRP) will operate without a discount for the final dividend. The last election date for the DRP will be 22 October 2015.

The Directors intend to pay an interim dividend in FY2016, which will be announced with the release of WAA’s half year results in February 2016, provided the Company has sufficient profit reserves and franking credits, and it is within prudent business practices.

WAM Active Dividends and Return of Capital 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 2014/15
Return of Capital Fully franked dividends
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WAM ACTIVE LIMITED ABN 49 126 420 719

CHAIRMAN’S LETTER

Equity Market Outlook

The equity market outlook for the next 12 months remains mixed. The recent fall in domestic and global markets indicates the six-and-a-half year bull market is near its end.

The recent reporting season failed to deliver positive news as analysts adjusted their earnings forecasts to reflect the uncertain conditions. We expect that some sectors of Australian equity market, such as retail, will benefit from low interest rates and improving domestic economic conditions in the face of slowing growth in China and falling commodities prices.

The prevalence of cheap debt and the strength of company balance sheets are expected to drive merger and acquisition activity in the 2016 financial year. This calendar year has been marked by major bids, such as iiNet, Amcom, and Toll Holdings. Companies with valuable intellectual property, strong cash flow, and a strategic industry position will be attractive to potential suitors.

We are cautious of the direction of the market and retain higher than average cash levels. This ensures we are well positioned to take advantage of opportunities as they emerge.

Company Outlook

With a conservative cash weighting, no debt and a flexible and proven investment approach, WAM Active enters FY2016 in a position 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.

Public Policy and Advocacy – Dividend Imputation

We remain engaged in public debate on issues affecting WAM Active and its shareholders. During the 2015 financial year we submitted our response to the Federal Government’s Tax Discussion Paper, which flagged a review of the imputation system. The submission argued dividend imputation has significantly benefitted Australia’s financial system. Dividend imputation leads to robust capital formation in Australia, efficient capital distribution, a more stable economy with reduced cyclicality and greater financial support for Australian charities. The removal or adjustment of dividend imputation would therefore be detrimental to the Australian financial system. We will continue to engage in this debate during the 2016 financial year.

Shareholder Communication

We take an active approach to keeping shareholders informed about WAM Active’s activities and performance. Regular communications include monthly investment updates and Net Tangible Assets (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 prospective investors to use the “Subscribe Here” feature on our website to receive Weekly Investor Updates and notifications when announcements and other important information are made available.

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WAM ACTIVE LIMITED ABN 49 126 420 719

CHAIRMAN’S LETTER

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 greatly values the opportunity to meet with our shareholders at the biannual events. We invite you to attend the upcoming briefings in November 2015 - please see details at the front of this document.

We aim to provide valuable and insightful communications and welcome all feedback on how we can improve our communication and engagement with shareholders – please contact our office on (02) 9247 6755 or email us at [email protected].

Thank you for your continued support.

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Geoff Wilson Chairman

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WAM ACTIVE LIMITED ABN 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:

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

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

  • 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 cash position held since inception is 46.5% of assets.

Business Model

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Our investment team has over 65 years of collective experience in the Australian sharemarket. The team comprises of Geoff Wilson as Chairman/Portfolio Manager, Chris Stott, Chief Investment Officer/Portfolio Manager, Martin Hickson, Senior Equity Analyst/Dealer, Matthew Haupt, Senior Equity Analyst and Tobias Yao, Equity Analyst. The team spends as much time as possible researching and 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 ABN 49 126 420 719

OBJECTIVES AND INVESTMENT APPROACH

Our Style

Our investment style can be summarised as:

  • absolute return focus, benchmark unaware

  • fundamental bottom-up approach

  • quick decision making resulting from a flat organisational structure

  • increased flexibility due to the relatively small funds under management and flexible mandates

  • 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:

  • initial public offerings

  • capital raisings

  • block trades

  • oversold positions

  • takeovers

  • Listed investment companies (‘LICs’) trading at a discount to their Net Tangible Assets (NTA)

  • other companies trading at a discount to their NTA

  • earnings momentum / surprise

  • short selling

  • market themes and trends.

We also participate in investment opportunities that provide the Company with a yield that is better than our return on cash.

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WAM ACTIVE LIMITED ABN 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 2014 Amendments (3rd Edition) for the 2015 financial year, subject to the exceptions noted below.

Lay solid foundations for management and oversight (Recommendations: 1.1 to 1.7)

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 or for a diversity policy under Recommendations 1.1, 1.3, 1.5 and 1.7.

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

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

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

  • Ensuring significant business risks are identified and appropriately managed;

  • • Approving the interim and final financial statements and related reports and generally various other communications to the ASX and shareholders that the Board deems material; and

  • 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.

Each Director has undergone background and other checks before appointment and all material information relevant to a decision for election as a Director has been provided to security holders in advance. 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 comprises experienced Company directors who have each received a formal letter of engagement and who are fully aware of the terms of their appointment including their roles and responsibilities.

The Board has appointed an experienced Company Secretary who is directly accountable to the Board.

As the Company has no full time employees, a diversity policy has not been established under Recommendation 1.5. 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 woman on the Board who is both Director and Company Secretary. The Company is not a relevant employer under the Workplace Gender Equality Act.

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WAM ACTIVE LIMITED ABN 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

The performance of Directors will be assessed and reviewed by the Board. To determine whether it is functioning effectively, the Board shall:

  • review its Corporate Governance Charter annually; and

  • perform an evaluation of the Board’s performance at intervals considered appropriate.

The Board is responsible for undertaking an annual performance evaluation of itself and its members in light of the Company’s Corporate Governance Charter. The Board will review its performance by discussion and by individual communication with the Chairman and by reference to generally accepted board performance standards. A copy of the Corporate Governance Charter can be found at the Corporate Governance section of the Company’s website.

Structure the Board to add value (Recommendations: 2.1 to 2.6)

A nomination committee has not been formed under Recommendation 2.1. 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.

The Company supports the appointment of Directors who bring a wide range of business, investment and professional skills and experience. While the Company does not have or disclose a formal skills matrix, it does consider Directors’ attributes prior to any appointment. The qualifications, skills, experience and expertise relevant to the position of Director held by each Director in office at the date of the Annual Report and their attendance at Board and Committee meetings is included in the Annual Report.

The Board has the following two independent Directors.

  •  John Abernethy

  •  Matthew Kidman

These Directors are 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. 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 2.4, 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.

The appointment dates of each Director are shown in the Directors’ Report in the Annual Report.

The Chairman is not an independent Director. The Company believes that an independent Chairman, under Recommendation 2.5, 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 2.5 is not applicable.

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WAM ACTIVE LIMITED ABN 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

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.

Due to the fact that Directors are chosen for their specialist knowledge of their sector, the Board induction process is of an informal nature. New Directors are fully briefed about the nature of the business, current issues, the corporate strategy and the expectations of the Company concerning performance of Directors. Directors are given access to continuing education opportunities to update and enhance their skills and knowledge.

Act ethically and responsibly (Recommendation: 3.1)

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.

Safeguarding integrity in corporate reporting (Recommendations: 4.1 to 4.3)

The Company has formed an Audit & Risk Committee consisting of two Independent Directors. This is considered adequate given the size of the Board and the nature of Company. The members of the Audit & Risk Committee are:

  •  John Abernethy Chairman, Independent Director  Matthew Kidman Independent Director

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.

The Committee formally reports to the Board after each meeting. Details of the number of meetings of the Audit & Risk Committee during the 2015 year are set out in the Directors’ Report.

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 2015 financial year. The external auditors are requested to attend the Annual General Meeting and are available to answer shareholders’ questions regarding the conduct of the audit and preparation of the Auditor’s Report.

The Company’s external accountants, along with the Manager of the Company, provide written confirmations to the Board that the Company’s Financial Reports present a true and fair view, in all material respects, of the Company’s financial condition and operational results and are in accordance with relevant accounting standards; and that this statement is founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board.

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WAM ACTIVE LIMITED ABN 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

Make timely and balanced disclosure (Recommendation: 5.1)

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.

Respect the rights of security holders (Recommendations: 6.1 to 6.4)

The Company’s Corporate Governance Charter is available on the Company’s website.

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.

The Company is committed to:

  • ensuring that shareholders and the financial markets are provided with full and timely information about the Company’s activities in a balanced and understandable way through the annual and half yearly reports, Investor Presentations, ASX releases, annual general meetings and the Company’s website;

  • complying with continuous disclosure obligations contained in the applicable ASX Listing Rules and the Corporations Act in Australia; and

  • encouraging shareholder participation at annual general meetings.

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. 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.

The Company’s registrar, Boardroom Pty Limited, provides the option for shareholders to receive and send communications electronically. Shareholders are encouraged to create an online account at https://www.clientonline.com.au.

Recognise and manage risk (Recommendations: 7.1 to 7.4)

The Company has formed an Audit & Risk Committee consisting of two Independent 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:

  •  John Abernethy Chairman, Independent Director  Matthew Kidman Independent Director

The qualifications of those appointed to the Committee are detailed in the Directors’ Report on pages 14 to 17.

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WAM ACTIVE LIMITED ABN 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

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

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

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

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

The Board has received assurance from the 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

  • 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.

The Company does not have an internal audit function.

A summary of financial risks including market, credit, and liquidity risk are included in Note 16 in the Annual Report.

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: Wilson Asset Management (International) Pty Limited (accounting and compliance), RBC Investor Services (custody) and Boardroom Pty Limited (share registry) and accordingly risk issues associated with these activities are handled in accordance with the service provider’s policies and procedures.

MAM Pty Limited, the Manager, 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.

11

WAM ACTIVE LIMITED ABN 49 126 420 719

CORPORATE GOVERNANCE STATEMENT

Remuneration of Directors (Recommendations: 8.1 to 8.3)

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 8.2 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 ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

The Directors present their report together with the financial report of WAM Active Limited (‘the Company’) for the financial year ended 30 June 2015.

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 $896,077 (2014: $4,058,622) and an operating profit after tax of $897,681 (2014: $3,171,203). The change in profit in comparison to the previous year is a reflection of the investment portfolio returning 5.5% compared to 19.4% in FY2014.

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. WAM Active’s after tax NTA, adjusted for dividends and the return of capital, increased 2.6% for the 12 months to 30 June 2015.

The NTA after tax for each share as at 30 June 2015 amounted to 99.94 cents per share (2014: 105.97 cents). The NTA before tax was 99.35 cents per share (2014: 106.08 cents). These figures are after the 4.8 cents fully franked final dividend and the 4.0 cents Return of Capital paid to shareholders during the year (2014: 9.55 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 $34,742,619 (2014: $36,431,131). 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 2015.

Dividends Paid or Recommended

Dividends paid or declared are as follows:

Fully franked 2014 final dividend of 4.8 cents per share was paid on 24 October 2014 $1,647,193

Since year end the Board has declared a final dividend of 2.5 cents per share fully franked to be paid on 30 October 2015.

13

WAM ACTIVE LIMITED

ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

Return of Capital

As at 31 December 2014, the Company’s net assets were less than issued capital. The Directors recognise investors have cash flow needs and therefore declared a 4.0 cents per share Return of Capital, which was approved by shareholders at an Extraordinary General Meeting held in Sydney on 19 May 2015. WAM Active traded ex-Return of Capital on 21 May 2015 and the total payment of $1,387,750 was made to shareholders on 1 June 2015.

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 over 35 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.

Other current directorships

Geoffrey Wilson is currently Chairman of WAM Research Limited (appointed June 2003), WAM Capital Limited (March 1999) and the Australian Stockbrokers Foundation. He is the founder and a Director of Future Generation Global Investment Company Limited (appointed May 2015) and Future Generation Investment Company Limited (appointed July 2014). He is a Director of 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, the Australian Children’s Music Foundation and he is a Member of the Second Bite NSW Advisory Committee. He is also founder and 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.

14

WAM ACTIVE LIMITED ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

Geoffrey Wilson (Chairman – Non-independent) (cont’d)

Interests in contracts

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

Matthew Kidman (Director – Independent)

Experience and expertise

In 2015, Matthew Kidman became the Principal and Portfolio Manger of Centennial Asset Management Pty Limited. Previously, 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 shares of the Company are included later in this report.

Interests in contracts

Matthew Kidman has no interests in contracts of the Company.

John Abernethy (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 ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

John Abernethy (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 (Director – Non-independent)

Experience and expertise

Chris Stott has over 12 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 July 2014.

Other current directorships

Chris Stott is a Director of WAM Research Limited (appointed August 2014) and WAM Capital Limited (appointed May 2015).

Former directorships in the last 3 years

Chris Stott has not resigned as a Director from any listed companies within the last three years.

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

Details of Chris Stott’s interests in contracts of the Company are included later in this report.

Kate Thorley (Director – Non-independent/Company Secretary)

Experience and expertise

Kate Thorley has over 10 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, Director of WAM Research Limited (appointed August 2014), Future Generation Investment Company Limited (appointed April 2015) and is a non-executive Director of Sandon Capital Opportunities Pty Limited. Kate is also the Company Secretary of WAM Capital Limited, WAM Research Limited and Future Generation Global Investment Company Limited. Previously, Kate held the positions of Chief Financial Officer

16

WAM ACTIVE LIMITED ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

Kate Thorley (Director – Non-independent/Company Secretary) (cont’d)

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.

Kate Thorley has been a Director of the Company since July 2014 and Company Secretary since November 2007.

Other current directorships

Kate Thorley is a non-executive Director of Sandon Capital Opportunities Pty Limited, Future Generation Investment Company Limited (appointed April 2015) and WAM Research Limited (appointed August 2014).

Former directorships in the last 3 years

Kate Thorley has not resigned as a Director from any listed companies within the last three years.

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

Details of Kate Thorley’s interests in contracts of the Company are included later in this report.

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 ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

Remuneration Report (Audited) (cont’d)

Directors’ remuneration received for the year ended 30 June 2015:

Director
Position
G.J. Wilson
Chairman
M.J. Kidman
Director
J.B. Abernethy
Director
C.D. Stott
Director
K.A. Thorley
Director
Short-term employee
benefits
Directors’ Fees
$
Post-employment
benefits
Superannuation
$
Total
$
9,132
868
10,000
27,397
2,603
30,000
27,397
2,603
30,000
9,132
868
10,000
-
-
-
73,058
6,942
80,000

Kate Thorley was paid $15,000 in relation to her role as Company Secretary for WAM Active for FY2015.

Directors receive a superannuation guarantee contribution required by the government, which was 9.5% of individuals benefits for FY2015 and do not receive any retirement benefits. The following table reflects the Company’s performance and Directors’ remuneration over five years:

years:
2015 2014 2013 2012 2011
Operating profit after tax ($) 897,681 3,171,203 1,499,202 394,535 1,205,441
Dividends (cents per share) 2.5 9.6 9.5 9.0 8.0
After tax net tangible asset
(cents per share)
99.94 105.97 104.65 106.47 112.67
Total Directors’
remuneration ($)
80,000 70,000 47,397 71,000 92,000
Shareholders’ equity ($) 34,742,619 36,431,131 27,673,996 17,402,006 18,131,297

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 Sole 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

18

WAM ACTIVE LIMITED ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

Remuneration Report (Audited) (cont’d)

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 $398,597 inclusive of GST (2014: $401,427). As at 30 June 2015, the balance payable to the Manager was $99,338 (2014: $103,144).

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 2015, a performance fee of $267,314 inclusive of GST is payable to MAM Pty Limited (2014: $1,144,533).

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 2015 (2014: $38,500). Wilson Asset Management (International) Pty Limited is a Director associated entity.

c) Contracts

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

d) Remuneration of Executives

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

e) Equity Instruments Disclosures of Directors and Related Parties

As at the date of this report, the Company’s Directors and their related parties held the following interests in the Company:

Directors Ordinary Shares
G.J. Wilson 1,103,892
M.J. Kidman 425,144
J.B. Abernethy 60,000
C.D. Stott 22,852
K.A. Thorley 30,731

For further details, please refer to Note 21 of the financial statements.

19

WAM ACTIVE LIMITED ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

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.

  • End of Remuneration Report -

Directors’ Meetings

Director No. eligible to attend Attended
G.J. Wilson 4 4
M.J. Kidman 4 3
J.B. Abernethy 4 4
C.D. Stott (appointed 1 July 2014) 4 4
K.A. Thorley (appointed 1 July 2014) 4 4

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 2.5 cents per share fully franked to be paid on 30 October 2015.

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

Future Developments

The Company will continue to pursue 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 investee companyspecific 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.

20

WAM ACTIVE LIMITED ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

Environmental Regulation

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:

  • 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.

21

WAM ACTIVE LIMITED ABN 49 126 420 719

DIRECTORS’ REPORT TO SHAREHOLDERS FOR THE YEAR ENDED 30 JUNE 2015

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 [90 x 45] intentionally omitted <==

G.J. Wilson Chairman

Dated in Sydney this 30[th] day of September 2015

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 2015, 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 [163 x 58] intentionally omitted <==

Moore Stephens Sydney Chartered Accountants

==> picture [156 x 34] intentionally omitted <==

Scott Whiddett

Partner

Dated in Sydney, 30 September 2015

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 ABN 49 126 420 719

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2015

Note
Net realised and unrealised gains on financial
assets
Investment revenue
2
Performance fees
Management fees
Directors fees
Dividends paid on borrowed stock
Custody fees
ASX listing and chess fees
Share registry fees
Brokerage expense on share purchases
Other expenses from ordinary activities
Profit before income tax
Income tax benefit/(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
2015
$
252,687
1,909,930
(249,088)
(371,420)
(80,000)
(59,949)
(42,157)
(43,711)
(31,669)
(240,210)
(148,336)
896,077
1,604
897,681
-
897,681
2.6 cents
2.6 cents
2014
$
4,349,178
1,742,770
(1,066,497)
(374,057)
(70,000)
(31,583)
(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

The accompanying notes form part of these financial statements.

24

WAM ACTIVE LIMITED ABN 49 126 420 719

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2015

Note
Assets
Cash and cash equivalents
13
Trade and other receivables
6
Financial assets
7
Current tax assets
3(c)
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
2015
$
10,691,455
2,419,411
23,244,138
203,180
13,720
36,571,904
248,935
1,569,520
10,830
1,829,285
34,742,619
34,849,177
1,143,942
(1,250,500)
34,742,619
2014
$
17,546,424
1,849,922
20,801,747
7,895
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 **

The accompanying notes form part of these financial statements.

25

WAM ACTIVE LIMITED ABN 49 126 420 719

STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2015

Note
Balance at 1 July 2013
Profit for the year
Transfer to profits reserve
11
Other comprehensive
income for the year
Shares issued via dividend
reinvestment plan and
underwriting of DRP
10(b)
Shares issued via exercise
of options
Dividends paid
4(a)
Balance at 30 June 2014
Profit for the year
Transfer to profits reserve
11
Other comprehensive
income for the year
Shares issued via dividend
reinvestment plan
10(b)
Return of Capital
10(d)
Dividends paid
4(a)
Balance at 30 June 2015
Issued
capital
$
Accumulated
losses
$
Profits
reserve
$
Total
equity
$
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
-
897,681
-
897,681
-
(1,131,722)
1,131,722
-
-
-
-
-
448,750
-
-
448,750
(1,387,750)
-
-
(1,387,750)
-
-
(1,647,193)
(1,647,193)
34,849,177
(1,250,500)
1,143,942
34,742,619

The accompanying notes form part of these financial statements.

26

WAM ACTIVE LIMITED ABN 49 126 420 719

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2015

Note
Cash flows from operating activities
Proceeds from sale of investments
Payments for purchase of investments
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 operating activities
14
Cash flows from financing activities
Proceeds from options exercised
Proceeds from DRP underwriting
Return of Capital paid
Dividends paid – net of reinvestment
Net cash (used in)/provided by financing activities
Net (decrease)/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
2015
$
115,294,695
(119,163,416)
1,170,491
490,624
264,806
(402,403)
(1,144,533)
(257,704)
(429,017)
(15,803)
146,467
(222,983)
(4,268,776)
-
-
(1,387,750)
(1,198,443)
(2,586,193)
(6,854,969)
17,546,424
10,691,455
2014
$
98,396,529
(98,168,128)
1,132,784
423,740
188,283
(378,071)
(488,099)
(224,432)
(357,382)
(16,144)
97,336
(995,895)
(389,479)
6,841,123
1,166,724
-
(2,421,915)
**5,585,932 **
5,196,453
12,349,971
17,546,424

The accompanying notes form part of these financial statements.

27

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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 2015 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 ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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.

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.

29

WAM ACTIVE LIMITED

ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

1. Summary of significant accounting policies (cont’d)

b) Income tax (cont’d)

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 four 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 ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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 2015. 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) Dividends

Dividends are recognised when declared during the financial year and no longer at the discretion of the Company.

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 adopt any of the new and amended pronouncements. A new and amended pronouncement that is relevant to the Company, but applicable in future reporting periods is AASB 9: Financial Instruments and its associated amending standards .

This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard replaces all previous versions of AASB 9 and completes the project to replace IAS 39 (AASB 139) - Financial Instruments: Recognition and Measurement . This standard introduces new classification and measurement models for financial assets, using a single approach to determine whether a financial asset is measured at amortised cost or fair value. The accounting for financial liabilities continues to be measured in accordance with AASB 139, with one exception, being that the portion of a change of fair value relating to the entity’s own credit risk is to be presented in other comprehensive income unless it would create an accounting mismatch. 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.

31

WAM ACTIVE LIMITED

ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

2. Investment revenue

Australian sourced dividends
Interest
Trust distributions
Foreign sourced dividends
Underwriting fees
2015
$
1,171,480
447,680
260,166
4,137
26,467
1,909,930
2014
$
1,124,109
406,702
190,735
10,397
10,827
1,742,770

3. Taxation

a) Income tax (benefit)/expense

The prima facie tax on profit before income tax is reconciled to the income tax (benefit)/expense as follows:

Prima facie tax on profit before income tax at 30% (2014:
30%)
Imputation credit gross up
Foreign income tax offset gross up
Imputation credit offset
Foreign income tax offset
Other non-assessable items
Total income tax (benefit)/expense results in a:
Current tax expense
Deferred tax liability
Deferred tax asset
b) Deferred tax assets
Provisions
Option issue costs
Capitalised legal fees
Movement in deferred tax assets
Balance at the beginning of the year
Recoup losses
Credited to the Statement of Comprehensive Income
At reporting date
2015
$
268,823
115,476
422
(384,920)
(1,405)
-
(1,604)
27,697
(28,205)
(1,096)
(1,604)
2015
$
8,729
2,473
2,518
13,720
12,624
-
1,096
13,720
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

32

ABN 49 126 420 719

WAM ACTIVE LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

3. Taxation (cont’d)
c) Current tax assets
Balance at the beginning of the year
Current year income tax expense on operating profit
Net income tax paid
Transfer tax losses from deferred tax asset
Overprovision in prior period
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 FY2014: 4.8 cents per share fully franked at
30% tax rate paid 24 October 2014 (Final dividend FY2013:
4.75 cents per share fully franked)
Interim Dividend FY2015: no dividend declared (Interim
dividend FY2014: 4.8 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 2015 of 2.5 cents
per share fully franked at 30% tax rate payable 30 October
2015 (FY2014: 4.8 cents fully franked)
2015
$
7,895
(27,697)
222,979
-
3
203,180
2015
$
-
10,830
10,830
39,035
(28,205)
10,830
2015
$
1,647,193
-
1,647,193
867,344
2014
$
-
(1,128,188)
1,100,006
36,077
-
7,895
2014
$
20,132
18,903
39,035
280,988
(241,953)
39,035
2014
$
1,478,136
1,633,034
3,111,170
1,647,193

33

WAM ACTIVE LIMITED

ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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
Subsequent to the reporting period, the franking account
would be reduced by the proposed dividend disclosed in b)
above as follows:
2015
$
64,324
64,324
(203,180)
(371,719)
(510,575)
2014
$
162,363
162,363
(7,894)
(705,940)
(551,471)

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 $10,830 (2014: $39,035).

5. Auditor’s remuneration

Remuneration of the auditor of the Company for:
Auditing or reviewing the financial report
Other assurance services
Other services provided by a related practice of the auditor:
Taxation Services
2015
$
36,512
1,017
7,260
44,789
2014
$
35,797
-
7,398
43,195

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.

34

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

6. Trade and other receivables

Outstanding settlements
Income receivable
GST receivable
2015
$
2,307,865
74,985
36,561
2,419,411
2014
$
1,662,647
90,976
96,299
1,849,922

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
2015
$
23,010,511
233,627
23,244,138
2014
$
20,781,152
20,595
20,801,747

The majority of unlisted investments held at 30 June 2015 relate to Initial Public Offerings that have listed on the Australian Securities Exchange since year end. The market values of individual investments as at 30 June 2015 are disclosed on pages 51 to 52 of the Annual Report.

8. Financial liabilities

Borrowed stock

2015 2014
$ $
248,935 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
2015
$
1,092,965
99,338
267,314
109,903
1,569,520
2014
$
1,292,799
103,144
1,144,533
125,070
2,665,546

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 payables are settled within the terms of payment offered. No interest is applicable on these accounts.

35

ABN 49 126 420 719

WAM ACTIVE LIMITED

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

10. Issued capital

a) Paid-up capital
34,693,760 ordinary shares fully paid (2014: 34,316,532)
b) Ordinary shares
Balance at the beginning of the year
377,228 ordinary shares issued on 24 October 2014 under
a dividend reinvestment plan
4.0 cents per share Return of Capital paid 1 June 2015
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
At reporting date
2015
$
34,849,177
35,788,177
448,750
(1,387,750)
-
-
-
34,849,177
2014
$
35,788,177
27,091,075
311,412
1,166,724
377,843
6,841,123
35,788,177

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 deploys its capital. At the core of this management is the belief that shareholder value should be preserved. Shareholder value will be preserved through the management of the level of distributions to shareholders, share and option 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.

36

WAM ACTIVE LIMITED

ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

10. Issued capital (cont’d)

d) Return of Capital

As at 31 December 2014, the Company’s net assets were less than issued capital. The Directors recognise investors have cash flow needs and therefore declared a 4.0 cents per share Return of Capital, which was approved by shareholders at an Extraordinary General Meeting held in Sydney on 19 May 2015. WAM Active traded ex-Return of Capital on 21 May 2015 and the payment was made on 1 June 2015.

11. Reserves

Profits reserve 2015
$
2014
$
1,143,942
1,659,413

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

Movement in profits reserve
Balance at the beginning of the year
Transfer from retained earnings
Final dividend paid (refer to note 4a)
Interim dividend paid (refer to note 4a)
At reporting date
2015
$
1,659,413
1,131,722
(1,647,193)
-
1,143,942
2014
$
1,599,380
3,171,203
(1,478,136)
(1,633,034)
1,659,413

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
2015
$
(1,016,459)
(1,131,722)
897,681
(1,250,500)
2014
$
(1,016,459)
(3,171,203)
3,171,203
(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
Cash at call
Term deposits
2015
$
458,777
7,232,678
3,000,000
10,691,455
2014
$
3,201,009
-
14,345,415
17,546,424

The weighted average interest rate for cash and term deposits as at 30 June 2015 is 2.53% (2014: 3.28%). The term deposits have an average maturity of 100 days (2014: 107 days). All the term deposits are invested with major Australian banks and their 100% owned 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).

37

WAM ACTIVE LIMITED

ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

14. Cash flow information

Reconciliation of operating profit after income tax:
Profit after income tax
Fair value losses on financial assets
Changes in assets and liabilities:
Increase in receivables
(Increase)/decrease in deferred tax assets
(Decrease)/increase in payables
(Increase)/decrease in current tax assets
Decrease 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 and dilutive
earnings per share
2015
$
897,681
(3,276,355)
(569,488)
(1,096)
(1,096,027)
(195,286)
(28,205)
(4,268,776)
2015
$
897,681
No.
34,590,997
2014
$
3,171,203
(4,845,547)
(535,146)
37,261
1,928,487
96,216
(241,953)
(389,479)
2014
$
3,171,203
No.
32,673,032

There are no outstanding securities that are potentially dilutive in nature for the Company.

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.

38

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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 the majority of cash and term deposits held by the Company or in its portfolios are invested with major Australian banks and their 100% owned banking subsidiaries that have a Standard and Poor’s short rating A-1+ and long term rating of AA-. Also the majority of maturities are within four 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 respectively by the Manager and the Board.

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.

39

WAM ACTIVE LIMITED

ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

16. Financial risk management (cont’d)

b) Liquidity risk (cont’d)

30 June 2015
Liabilities
Financial liabilities
Trade and other payables
Total
30 June 2014
Liabilities
Financial liabilities
Trade and other payables
Total
>1 month
$
<1 months
$
Total
$
-
248,935
248,935
-
1,569,520
1,569,520
-
1,818,455
1,818,455
>1 month
$
<1 months
$
Total
$
-
1,082,900
1,082,900
-
2,665,546
2,665,546
-
3,748,446
3,748,446

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.

40

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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 2015
Weighted
average
interest
rate
(% pa)
Assets
Cash and cash equivalents
2.53%
Trade and other receivables
Financial assets
Total
Liabilities
Financial liabilities
Trade and other payables
Total
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
Interest
bearing
$
Non-
interest
bearing
$
Total
$
10,691,455
-
10,691,455
-
2,622,591
2,622,591
-
23,244,138
23,244,138
10,691,455
25,866,729
36,558,184
-
248,935
248,935
-
1,569,520
1,569,520
-
1,818,455
1,818,455
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

41

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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
Consumer Discretionary
Industrials
Health Care
Telecommunication Services
Consumer Staples
Materials
Information Technology
2015
2014
31.8%
29.0%
12.6%
4.0%
8.8%
16.5%
7.0%
0.5%
2.1%
0.9%
2.0%
3.4%
0.9%
0.7%
0.8%
-
66.0%
55.0%

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

Company name 2015 (%)
Hunter Hall Global Value Limited 7.2%
Company name 2014 (%)
N/A N/A

42

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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 66.0% (2014: 55%) of gross assets at year end. A 5.0% movement in the market value of each of the investments within the portfolio would result in a 3.3% (2014: 2.8%) movement in the net assets after tax. This would result in the 30 June 2015 net asset backing after tax moving by 3.3 cents per share (2014: 2.9 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 2015
Financial assets
Financial liabilities
Total
30 June 2014
Financial assets
Financial liabilities
Total
Level 1
$
Level 2
$
Level 3
$
Total
$
23,010,511
233,627
-
23,244,138
(248,935)
-
-
(248,935)
22,761,576
233,627
-
22,995,203
Level 1
$
Level 2
$
Level 3
$
Total
$
20,781,152
20,595
-
20,801,747
(1,082,900)
-
-
(1,082,900)
19,698,252
20,595
-
19,718,847

43

WAM ACTIVE LIMITED

ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

17. Investment transactions

The total number of contract notes that were issued for transactions in securities during the financial year was 2,880 (2014: 3,625). Each contract note could involve multiple transactions. The total brokerage paid on these contract notes was $458,601 (2014: $436,654).

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 2015 (2014: nil).

20. Contingent liabilities

There are no contingent liabilities as at 30 June 2015 (2014: $nil).

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 Director
J.B. Abernethy Director
C.D. Stott (appointed 1 July 2014) Director
K.A. Thorley (appointed 1 July 2014) 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 2015
Total Directors’ remuneration paid by
the Company for the year ended 30
June 2014
Short-term
employee
benefits
Directors’ Fees
$
Post-
employment
benefits
Superannuation
$
Total
$
73,058
6,942
80,000
64,073
5,927
70,000

Kate Thorley was paid $15,000 p.a. for her role as Company Secretary for FY2015 and FY2014.

44

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

21. Key management personnel compensation (cont’d)

b) Share and option holdings

At 30 June 2015, 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
C.D. Stott
K.A. Thorley
Balance at
30 June 2014
Acquisitions/
Balance held on
appointment
Disposals
Balance at
30 June 2015
1,020,000
6,498
-
1,026,498
408,654
16,490
-
425,144
60,000
-
-
60,000
-
22,852
-
22,852
-
30,731
-
30,731
1,488,654
76,571
-
1,565,225

*Chris Stott and Kate Thorley were both appointed as Directors of WAM Active on 1 July 2014. On this date, Chris held 18,601 ordinary shares and Kate held 29,539 ordinary shares in the Company.

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
-

45

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

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 $398,597 inclusive of GST (2014: $401,427). At 30 June 2015, the balance payable to the Manager was $99,338 (2014: $103,144).

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 2015, a performance fee of $267,314 inclusive of GST was payable to MAM Pty Limited (2014: $1,144,533).

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 2015 (2014: $38,500). Wilson Asset Management (International) Pty Limited is a Director associated entity.

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.

46

WAM ACTIVE LIMITED ABN 49 126 420 719

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2015

23. Events subsequent to reporting date

Since year end the Board has declared a final dividend of 2.5 cents per share fully franked to be paid on 30 October 2015.

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.

47

WAM ACTIVE LIMITED ABN 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 47 and the additional disclosures included in the Directors’ Report designated as “Remuneration Report”, as set out on pages 17 to 20, are in accordance with the Corporations Act 2001 , including:

  • a) complying with Accounting Standards, which, as stated in Note 1 to the financial statements, constitutes compliance with International Financial Reporting Standards (IFRS) , the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • b) giving a true and fair view of the financial position of the Company as at 30 June 2015 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 Directors have been given the declarations required by section 295A of the Corporations Act 2001 from the Manager, MAM Pty Limited declaring 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 2015

48

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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 2015, 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 .

49

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.

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Auditor’s Opinion

In our opinion:

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

  • i. giving a true and fair view of the Company’s financial position as at 30 June 2015 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 2015. 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 2015 complies with section 300A of the Corporations Act 2001 .

==> picture [163 x 58] intentionally omitted <==

Moore Stephens Sydney

Chartered Accountants

==> picture [156 x 35] intentionally omitted <==

Scott Whiddett

Partner

Dated in Sydney, 30 September 2015

50

WAM ACTIVE LIMITED ABN 49 126 420 719

INVESTMENTS AT MARKET VALUE AS AT 30 JUNE 2015

Company Name Code Market Value % of Gross
$ Assets
Financials
Hunter Hall Global Value Limited HHV 2,532,848 7.2%
Century Australia Investments Limited CYA 1,558,176 4.4%
Gateway Lifestyle Group GTY 781,663 2.2%
Sunland Group Limited SDG 738,913 2.1%
Templeton Global Growth Fund Limited TGG 655,414 1.8%
Eclipx Group Limited ECX 643,183 1.8%
Galileo Japan Trust GJT 639,885 1.8%
BT Investment Management Limited BTT 627,835 1.8%
Aveo Group AOG 570,324 1.6%
IPE Limited IPE 522,178 1.4%
Ironbark Capital Limited IBC 513,505 1.4%
Westoz Investment Company Limited WIC 360,571 1.0%
Contango Microcap Limited CTN 336,128 0.9%
Keybridge Capital Limited KBC 271,508 0.8%
Argo Global Listed Infrastructure Limited ALI 148,672 0.4%
NAOS Emerging Opportunities Company Limited NCC 125,551 0.4%
Ozgrowth Limited OZG 90,261 0.3%
Hastings High Yield Fund HHY 45,080 0.1%
Keybridge Capital Limited Convertible Redeemable KBCPA 43,096 0.1%
Promissory Notes maturity 31 July 2020
Ask Funding Limited AKF 17,658 0.0%
Oncard International Limited ONC 4,604 0.0%
Ozgrowth Limited options expiring 31 Aug 2015 OZGO 247 0.0%
Westoz Investment Company Limited options WICO 93 0.0%
expiring 31 Aug 2015
Katana Capital Limited options expiring 1 Mar 2016 KATO 30 0.0%
11,227,423 31.5%
Consumer Discretionary
Burson Group Limited BAP 1,301,180 3.7%
Harvey Norman Holdings Limited HVN 1,177,011 3.3%
Premier Investments Limited PMV 746,372 2.1%
Adairs Limited ADH 662,484 1.8%
Flight Centre Travel Group Limited* FLT 248,935 0.7%
APN Outdoor Group Limited APO 238,081 0.7%
Specialty Fashion Group Limited SFH 31,766 0.1%
AMA Group Limited AMA 22,375 0.1%
4,428,204 12.5%

*Stock bought back to cover Short Portfolio, closed 2 July 2015

51

WAM ACTIVE LIMITED ABN 49 126 420 719

INVESTMENTS AT MARKET VALUE AS AT 30 JUNE 2015

Company Name
Code
Industrials
Qantas Airways Limited
QAN
SG Fleet Group Limited
SGF
McMillan Shakespeare Limited
MMS
Coventry Group Limited
CYG
Watpac Limited
WTP
DMX Corporation Limited
DMX
Health Care
Mayne Pharma Group Limited
MYX
Primary Health Care Limited
PRY
Vision Eye Institute Limited
VEI
Medical Developments International Limited
MVP
Telecommunication Services
iiNet Limited
IIN
My Net Fone Limited
MNF
Consumer Staples
Blackmores Limited
BKL
Materials
Nuplex Industries Limited
NPX
Information Technology
Codan Limited
CDA
Mitula Group Limited
MUA
Total Long Portfolio
Total Cash, income receivable and net
outstanding settlements
Total Short Portfolio
Gross Assets
Market Value
$
% of Gross
Assets
1,056,890
3.0%
906,633
2.5%
815,471
2.3%
236,336
0.7%
62,894
0.2%
22,054
0.1%
3,100,278
8.8%
1,017,212
2.9%
720,992
2.0%
401,056
1.1%
331,604
0.9%
2,470,864
6.9%
692,599
2.0%
57,529
0.2%
750,128
2.2%
689,925
1.9%
689,925
1.9%
311,096
0.9%
311,096
0.9%
203,320
0.6%
62,900
0.2%
266,220
0.8%
23,244,138
65.5%
12,221,081
34.5%
(248,935)
-0.7%
$35,216,284

52

WAM ACTIVE LIMITED ABN 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 2015)

There are no substantial shareholders at 31 August 2015.

On-market buy back (at 31 August 2015)

There is no current on-market buy back.

Distribution of shareholders (at 31 August 2015)

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
%
97
0.2
344
3.2
317
7.3
659
60.3
56
29.0
1,473
100.00

The number of shareholdings held in less than marketable parcels is 32.

Twenty largest shareholders – Ordinary shares (at 31 August 2015)

Name
Entities associated with Mr Geoffrey Wilson
Edington Pty Limited (Herring S/F A/C)
Entities associated with Mr Matthew Kidman
Trophy Components Distributors Pty Limited
Mr & Mrs M A O’Brien
Graham Evans Investments Pty Limited (Graham Evans S/F A/C)
Dr & Mrs W B Blakemore (Dr WB Blakemore P/L S/F A/C)
Distad Pty Limited (Barker Superfund A/C)
Mr & Mrs GL Herring
Cooltrac Pty Limited
Mr & Mrs KA Tunks (The Megalong S/F A/C)
Ichiban Superannuation Pty Limited (The Ichiban S/F A/C)
Selman Pty Limited (Toni Sharp S/F A/C)
Uplands Holdings Pty Limited (Media Five Partners Super Fund A/C)
Vohra Holdings Pty Limited (Vohra S/F A/C)
Mr & Mrs J Wilson (Wilson Retirement Fund A/C)
Dr & Mrs De Veaux (Mayken S/F A/C)
Mr & Mrs C Sartori
Kindl Holdings Pty Limited (Employees Pension Fund A/C)
Graham Port Phillip Pty Limited (Graham S/F A/C)
Number of
ordinary
shares held
Percentage
of issued
capital
held
1,006,498
2.9%
461,000
1.3%
425,144
1.2%
400,000
1.2%
314,740
0.9%
306,000
0.9%
246,181
0.7%
220,000
0.6%
219,039
0.6%
211,273
0.6%
200,250
0.6%
200,000
0.6%
200,000
0.6%
200,000
0.6%
200,000
0.6%
192,840
0.6%
180,000
0.5%
178,916
0.5%
175,000
0.5%
170,000
0.5%
5,706,881
16.5%

Australian Securities Exchange Listing

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

53

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