AQUIS ENTERTAINMENT LIMITED
Financial Statements
for the Financial Year Ended 31 December 2022
ABN 48 147 411 881
1 / 68
CONTENTS
Financial Statements
3
Corporate Governance Statement
48
Shareholder Information
66
Corporate Directory
68
2 / 68
AQUIS ENTERTAINMENT LIMITED
DIRECTORS’ REPORT
The Directors present their report together with the consolidated financial statements for the financial year ended
31 December 2022. The consolidated financial statements comprise the financial statements of Aquis
Entertainment Limited (“Aquis” or “Company”) and its controlled entities (together referred to as the “Group” or
“Consolidated Entity”).
DIRECTORS
The names and details of the Company’s Directors in office during the financial year and until the date of this report
are set out below:
Russell Shields
Chairman
Alex Chow
Non-Executive Director
(Resigned 6 April 2022)
Allison Gallaugher
Executive Director
(Resigned 3 January 2023)
Mark Purtill
Non-Executive Director
Tom Pickett
Non-Independent Non-Executive Director
(Appointed 3 January 2023)
Simon Chan
Non-Independent Non-Executive Director
(Appointed 3 January 2023)
Current Directors
Russell Shields (Chairman)
Mr Russell Shields is a senior non-executive director with more than 35 years’ experience in the financial services
industry. He was Chairman Queensland and Northern Territory of ANZ Bank for 6 years. Prior to joining ANZ, Mr
Shields held senior executive roles in Australia and Asia with HSBC including Managing Director Asia Pacific –
Transport, Construction and Infrastructure and State Manager Queensland, HSBC Bank Australia. He is currently a
non-executive director of ASX-listed Eclipx Group Limited, was a non-executive director of Retail Food Group
Limited (December 2015 to October 2018) and was Chairman of Onyx Property Group Limited until December
2015.
Mr Shields was appointed as the Chairman of the Aquis Entertainment Board on the retirement of Mr Fung. He is
also a member of the Remuneration and Nomination Committee (previously the Chair) and is a member of the
Audit and Risk Committee.
Alex Chow (Independent Non-Executive Director – resigned 6 April 2022)
Mr Yu Chun (Alexander) Chow is a senior non-executive director with over 35 years of experience in commercial,
financial and investment management in Hong Kong and Mainland China. He has served as an Independent Non-
executive Director of Top Form International Limited since February 1993 and retired in October 2019. He was a
Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants until January 2019. Mr.
Chow is also currently an independent non-executive director of Playmates Toys Limited, China Strategic Holdings
Limited and Symphony Holdings Ltd, each of which are listed on the Hong Kong Stock Exchange.
Mr Chow resigned as Director, as well as Chair of the Remuneration and Nomination Committee and member of
the Audit and Risk Committee (previously the Chair) on 6 April 2022.
3 / 68
Mark Purtill (Independent Non-Executive Director)
Mr Mark Purtill is a Chartered Accountant, Registered Company Auditor, Registered Tax Agent, Registered SMSF
Auditor and Justice of the Peace. He has over 25 years’ experience in the Chartered Accounting profession and
prior to that, in commercial lending. Mr Purtill has a wide range of experience across many industries and entities
and has been at the Partner level in accounting firms for 20+ years, currently as a Partner at MPM Chartered
Accountants.
Mr Purtill is a director and member of the advisory board of several large private companies as well as a Charitable
Foundation. He also holds a Diploma of Financial Planning.
Mr Purtill brings expertise in audit and risk management, including Anti Money Laundering matters, as well as
strong corporate governance and strategic skills.
Mr Purtill was appointed as the Chair of the Audit and Risk Committee on joining the Board and as a Chair of the
Remuneration and Nomination Committee following Mr Chow’s retirement.
Allison Gallaugher (Executive Director – resigned 3 January 2023)
Ms Allison Gallaugher is a Chartered Accountant with over 25 years’ experience in the accounting industry,
advising a range of local and international listed and unlisted companies, across a broad range of industries.
Ms Gallaugher held senior management positions including at a top 5 accounting firm in Sydney, before returning
to Canberra where she joined the leading boutique accounting firm as an advisor to many of Canberra’s largest
businesses, predominantly in the property and development industry. Ms Gallaugher’s experience spans the full
range of business advisory, taxation and audit fields. Most recently, Ms Gallaugher was the Financial Controller of
a large club group, before joining Aquis on 24 March 2017 as Financial Controller.
Ms Gallaugher was appointed as a director on 28 June 2018 and as acting Chief Executive Officer from 1 January
2019. She was formally appointed as Chief Executive Officer effective from 27 February 2020. Ms Gallaugher
resigned as an Executive Director of Aquis Entertainment Limited on 3 January 2023 following the sale of Casino
Canberra Limited, as she continues in her role as Chief Executive Officer of Casino Canberra. Ms Gallaugher
continues to provide executive management services to Aquis Entertainment under the transitional services
agreement as part of the sale transaction.
Thomas Pickett (Non-Independent Non-Executive Director – appointed 3 January 2023)
Mr Thomas Pickett holds a Bachelor of Law and was admitted as a solicitor of the Supreme Court of Queensland in
1996. Mr Pickett has broad experience in the mining industry and has held a number of corporate roles in the
mining and finance industries. Mr Pickett was appointed as a Non-Executive Director of Austin Metals Limited
(ASX: AYT) (previously Silver City Minerals Limited ASX: SYC) in 2019 and has previously held roles as Chairman
of Dynasty Resources Limited and as a Non-Executive Director of Discovery Resources Limited (ASX: DIS), Red
Gum Resources Limited (ASX: RGX) and CuDeco Ltd (ASX: CDU). He was a director of Piccadilly Gold Mine
Holdings Limited (now a 100% owned subsidiary of Cannindah Resources Limited) and Diversified Mining Pty Ltd,
a privately held exploration entity, resigning from both in 2015. Mr Pickett is currently the Executive Chairman of
Cannindah Resources Limited.
Simon Chan (Non-Independent Non-Executive Director – appointed 3 January 2023)
Mr Simon Chan holds a Bachelor of Law and was admitted as a solicitor of the Supreme Court of Queensland in
1996. Mr Chan has extensive experience in all areas of law relevant to property acquisition, development, leasing
and sale. This ranges from drafting contracts for the initial site acquisition through to preparation of off the plan sale
contracts and disclosure documents. His expertise includes negotiation and drafting of complex construction
contracts, shareholder agreements, joint venture agreements and development agreements. He advises on body
corporate and titling structure, construction and finance documents, marketing agreements and the leasing of
commercial and retail centres. His substantive experience also extends to transactions involving the sale or
purchase of major hotels operated by internationally renowned hotel chains, including the negotiation and drafting
of hotel management agreements.
4 / 68
Company Secretary
The Company Secretary in office at the end of the reporting period was Company Matters practitioner, Kim
Bradley-Ware. Kim holds a Bachelor of Laws (LLB), a Bachelor of Commerce (B.Com), and is a full member of the
Australian Society of CPAs.
Kim has over 20 years of experience as a Company Secretary and CFO and has worked in the Company Matters
team since 2017, providing company secretarial, governance and chief financial officer services to Company
Matters clients across a range of different industries, including, retail, infrastructure and energy.
Kim has provided support to a large number of ASX companies including Elixinol Global Limited (ASX: EXL),
Energy Action Limited (ASX: EAX), People Infrastructure Ltd (ASX: PPE), as well as various Infrastructure Joint
Ventures and Private Companies.
Prior to joining Company Matters, Kim was a Company Secretary and Chief Financial Officer at ASX listed Pan
Pacific Petroleum Limited (ASX: PPP) and prior to that, held various roles in accounting across a variety of different
industries including credit reporting, telecommunications and media.
INTERESTS IN SHARES AND OPTIONS
As at the date of this report, the interests of the Directors in the ordinary shares of Aquis were:
Directors
Ordinary Shares
Unlisted Options
R Shields
-
-
M Purtill
-
-
A Gallaugher (resigned 3 January 2023)
-
-
Tom Pickett (appointed 3 January 2023)
-
-
Simon Chan (appointed 3 January 2023)
-
-
NATURE OF OPERATIONS AND PRINCIPAL ACTIVITIES
The principal activity of the Consolidated Entity during the year was entertainment, gaming and leisure through the
ownership of Casino Canberra.
OPERATING AND FINANCIAL REVIEW
Operating results for the Year
The operating result for the consolidated entity for the year to 31 December 2022 was a profit of $5,514,303 (2021:
loss $470,628).
Operating revenue for the year amounted to $36,930,469, a 48.8% increase from the 2021 result ($24,821,129).
Earnings before Interest Tax Depreciation and Amortisation (EBITDA) for the year was a profit of $7,485,121
(2021: profit $3,369,368).
There were no mandated Covid lockdowns during 2022 with the ACT taking steps towards managing Covid-19 like
other infectious diseases. The ACT Government eased Covid-19 restrictions in February 2022, which allowed
Casino Canberra’s trading capacity to return to pre-Covid normality. Year on year comparatives differ due to the
ACT Government mandated shutdown directions related to Covid-19 which resulted in Casino Canberra being
closed for 2 ½ months during 2021 (12 August 2021 through to 28 October 2021).
Strategy
With the sale of Aquis’ wholly owned subsidiaries and as such, its only business enterprise, the Board of Aquis has
been considering how to best utilise the profits from the sale and accordingly, the future of Aquis as a listed entity.
The Board’s goal is to consider and determine a suitable and appropriate direction for Aquis and the best outcome
for all shareholders and will report to the market when an initial determination has been made.
5 / 68
Operations
Revenue from operations for the year increased 48.8% to $36,930,469 (2021: $24,821,129). The operating profit
includes a small Government Covid-19 business support grant. Employee benefit expenses and other operating
expenses increase by 20.73% and 74.36% respectively due to the ability to trade for the full financial year at pre-
Covid 19 operational levels compared to 2 ½ months of mandated lockdown in the previous year.
Year on year comparatives are affected by ACT Government directions which resulted in Casino Canberra being
closed from 12 August 2021 to 28 October 2021 (approx. 2 ½ months).
Trading and capacity restrictions returned to pre-Covid normality from February 2022 along with the easing of other
Covid-19 restrictions. We continue to maintain our Covid-19 Safety Plan in accordance to the Public Health
Directions.
Staff levels are manageable despite Covid related absences during the year and the recruitment challenges the
hospitality industry in general continues to experience.
Financial position
At 31 December 2022, the Group had cash reserves of $12,221,239 (2021: $9,379,330) and unused borrowing
facilities of $16,071,317. The Group had a positive net cashflow for the financial year and following the end of the
financial year, no further drawdowns have been made on the finance facility. The balance sheet at 31 December
2022 shows a net asset deficit of $12,840,425 (2021: $19,578,423 deficit).
Outlook
Aquis sold its main business undertaking to Iris CC Holdings Pty Limited, with the sale transaction completed
effective 1 January 2023.
The principal balance of the loan due to the Group’s financier was repaid in full in early January 2023 and in return,
the financier has waived the full amount of accrued interest owed on the debt ($7.85m). The Directors are
considering the best use of the net sale proceeds from the completion of the transaction and the best outcome for
all shareholders including the continuation of Aquis as a listed entity; an initial determination, when made will be
announced to the market.
Employees
The number of people employed by the Consolidated Entity at the reporting date was 199.
DIVIDENDS
The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a
dividend to the date of this report.
6 / 68
DIRECTOR AND COMMITTEE MEETINGS
The number of meetings of the Company’s Board of Directors held during the period and the number of meetings
attended by each Director was:
Director
Board Meetings
Audit & Risk
Remuneration &
Nomination
Eligible
to Attend
Attended
Eligible to
Attend
Attended
Eligible
to Attend
Attended
R Shields
10
10
6
6
2
2
A Chow (resigned 6 April 2022)
3
1
2
1
-
-
M Purtill
10
10
6
6
2
2
A Gallaugher (resigned 3 January
2023)
10
10
5
5
-
-
T Pickett (appointed 3 January 2023)
-
-
-
-
-
-
S Chan (appointed 3 January 2023)
-
-
-
-
-
-
SIGNIFICANT CHANGES IN THE STATE OF AFFAIRS
There were no significant changes in the state of affairs of the Company during the year, other than disclosed in
this report.
SIGNIFICANT EVENTS AFTER BALANCE DATE
Aquis Entertainment Limited (AEL) and Iris CC Holdings Pty Ltd entered into a share purchase agreement for the
sale of all shares in Aquis Canberra Pty Ltd on 11 July 2022. All conditions precedent to the completion of this sale
were satisfied by 21 December 2022 and the sale transaction completed effective 1 January 2023. Post completion
of the sale, ACPL and its subsidiary are no longer part of AEL’s consolidated group.
The principal loan amount with the Group financier was repaid in early January 2023, with the financier in return
waiving the full amount of interest accrued on the loan ($7.85m).
Pending a decision on the future of the listed entity, management and executive services are provided by Casino
Canberra Limited under contractual arrangements defined during the sale process between Aquis Entertainment
Limited and Iris CC Holdings Pty Ltd. These arrangements are to be provided from settlement date until 31 July
2023.
Other than as set out in this report and the attached financial statements, no other matters or circumstances have
arisen since 31 December 2022, which significantly affected 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.
INDEMNIFICATION OF OFFICERS
The Company is required to indemnify Directors, and other officers of the Company against certain liabilities which
they may incur as a result of or by reason of (whether solely or in part) being or acting as an officer of the
Company.
During the financial year, the Company paid a premium to insure the Directors against potential liabilities for costs
and expenses incurred by them in defending legal proceedings arising from their conduct while acting in the
capacity of Director of the Company other than conduct involving wilful breach of duty in relation to the Company.
The amount of the premium is not disclosed as it is considered confidential.
The Company provides no indemnity to any auditor.
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 consolidated entity is a party for the purpose of taking responsibility on behalf of the
consolidated entity or any part of those proceedings.
ENVIRONMENTAL REGULATIONS
The Directors are mindful of the regulatory regime in relation to the impact of the organisation’s activities on the
environment.
7 / 68
There have been no known breaches of any environmental regulation by the Consolidated Entity during the
financial period.
FUTURE DEVELOPMENTS, PROSPECTS AND BUSINESS STRATEGIES
Historically, Aquis has been an entertainment, gaming and leisure company operating a casino business in
Canberra.
Following the sale of the group’s subsidiaries, the company holds cash assets and minimal liabilities. The Directors
have previously assessed one proposed enterprise which may have been a suitable investment for the Group,
however determined that it was a high risk investment and not in the best interest of all shareholders and as such,
that opportunity was declined.
The Directors continue to assess the Group’s future prospects, subject to completion of a reliable forecast cash
flow for the next 12 months. Following draft tax calculations on the capital gain made on sale of the subsidiaries,
the Directors, in the absence of any other business or investment opportunities which may arise in the interim,
expect to make an announcement as to their initial determination for the future of the company. This determination
will include an intention regarding the declaration of a dividend/s, any return of capital to shareholders and also the
future of the Group as a listed entity.
SHARE OPTIONS
As at the date of this report, there were no unissued ordinary Aquis shares under option (2021: nil). Accordingly,
during the financial year and to the date of this report no options were exercised.
No options have been issued in the period since year end to the date of this report.
INDEPENDENT PROFESSIONAL ADVICE
Directors of the Company are expected to exercise considered and independent judgement on matters before them
and may need to seek independent professional advice. A director with prior written approval from the Chairman
may, at the Company’s expense, obtain independent professional advice to properly discharge their
responsibilities.
NON-AUDIT SERVICES
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial year by
the auditor are outlined in note 32 to the financials.
The directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by
another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors
imposed by the Corporations Act 2001.
The directors are of the opinion that the services disclosed in note 32 of the financial statements do not
compromise the external auditor’s independence requirements of the Corporations Act 2001 for the following
reasons:
All non-audit services have been reviewed and approved to ensure that they do not impact the integrity
and objectivity of the auditor; and
None of the services undermine the general principles relating to auditor independence as set out in APES
110 Code reviewing or auditing the auditor’s own work, acting in a management or decision-making
capacity for the company, acting as advocate for the company or jointly sharing economic risks and
rewards.
AUDITOR INDEPENDENCE
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is
attached.
8 / 68
REMUNERATION REPORT (AUDITED)
This Remuneration Report forms part of the Directors’ Report and has been prepared in accordance with Section
300A of the Corporations Act 2001 and has been audited as required by Section 308(3C) of that Act.
The Remuneration Report is set out under the following key headings:
A
Introduction
B
Principles used to determine the nature and amount of remuneration
C
Remuneration details
D
Service agreements
E
Other KMP disclosures
A.
Introduction
The Remuneration Report sets out information relating to the remuneration of the non-executive Directors,
executive Directors and senior management of the Company - collectively termed Key Management Personnel
(KMP). The KMP are the persons primarily accountable for planning, directing and controlling the affairs of the
Company. For the purposes of this report the executive Directors and senior management are referred to as
Executives.
Details of KMP for whom remuneration disclosures are included in this Report are as follows:
Current Non-Executive Directors
R Shields
Non-Executive Director, Chairman
M Purtill
Non-Executive Director
Current Non-Independent Non-Executive Directors
T Pickett
Non-Independent Non-Executive Director
S Chan
Non-Independent Non-Executive Director
Previous Directors and Executives
Except where otherwise stated, KMP held office from the commencement of the year.
B.
Principles used to determine the nature and amount of remuneration
Aquis’ corporate goal is to develop and manage quality integrated resorts in Australia. To achieve this, the Group
has sought to engage and retain experienced and talented Directors and Executives. The Group therefore aims to
offer Directors and Executives a competitive remuneration package which reflects individual duties and
responsibilities. The remuneration approach seeks to align Executive reward with the achievement of strategic
objectives and the creation of value for shareholders.
The Remuneration Committee will be responsible for determining and reviewing on-going remuneration
arrangements for its Directors and Executives. This Committee may seek advice of external remuneration
consultants in conducting its duties. Further information regarding the Committee is set out in the Corporate
Governance Statement.
Name
Role
Relevant Dates
A Chow
Non-Executive Director
Resigned 6 April 2022
A Gallaugher
Financial Controller
Director
Chief Executive Officer (Acting)
Chief Executive Officer
Appointed 24 March 2017
Appointed 28 June 2018
Appointed 1 January 2019
Appointed 27 February 2020
Resigned as Director 3 January
2023
9 / 68
The Group has established differing remuneration structures for Non-Executive Directors, Non-Independent Non-
Executives Directors and Executives.
Non-Executive Directors
Fees and payments to the Non-Executive Directors reflect the demands which are made on, and the
responsibilities of, these Directors. Non-Executive Director fees comprise a base salary plus statutory
superannuation. Non-Executive Directors are not entitled to receive share based payments or other performance
based incentives.
ASX listing rules require the aggregate non-executive directors’ remuneration be determined periodically by a
general meeting. The most recent determination was at the Annual General Meeting held on 26 November 2015,
where the shareholders approved an aggregate remuneration pool of $600,000.
Non-Independent Non-Executive Directors
There are no fees and payments to the Non-Independent Non-Executive Directors. Non-Independent and Non-
Executive Directors are also not entitled to receive share based payments or other performance based incentives.
Executives
Aquis aims to reward executives with a remuneration structure based on their position and responsibility, which has
both fixed and variable components.
Fixed remuneration
Fixed remuneration aims to provide a base level of remuneration and is determined with reference to available
market data, the scope of the executive’s responsibilities and their experience and qualifications.
Fixed remuneration, consists of base salary, superannuation and complimentary privileges at Casino Canberra,
and may include other benefits where Executives may elect to sacrifice part of their salary to be contributed
towards any non-cash benefit including motor vehicles, accommodation costs etc.
Fixed remuneration for Executives is reviewed annually and approved by the Remuneration Committee.
Performance based remuneration
Short term incentives
The performance based component of Executive remuneration aligns the strategies set by the Board with the
individual targets of the Executives responsible for implementing those strategies.
Executives are entitled to receive short term incentives based on service and on the achievement of Key
Performance Indicators.
Long term incentive plan
At the Annual General Meeting of the Company held on 31 May 2017, Shareholders approved the implementation
of the Aquis Entertainment Limited Share Rights Plan (Plan). Under the Plan, Participants may become entitled to
receive Rights (which are entitlements on vesting to fully paid ordinary shares in Aquis Entertainment Limited). The
Rights would be granted for no monetary consideration and have no exercise price, unless otherwise determined
by the Board. One vested Right is an entitlement to one Share.
The Plan allows for three kinds of Rights, being:
•
Performance Rights which vest when performance conditions have been satisfied,
•
Retention Rights which vest after the completion of a period of service, and
•
Restricted Rights which are vested but subject to disposal restrictions.
At the date of this report, no Rights have been issued pursuant to the Plan.
Consolidated entity performance and link to remuneration
Remuneration for certain individuals is directly linked to performance of the consolidated entity. A portion of short
term incentive payments are dependent on achieving defined KPI’s. For the 2022 year, the KPI’s were set by the
Board and related to the achievement of revenue and profitability outcomes. These outcomes were to be driven by
the Board’s strategy to improve the overall product offered to customers including service standards and marketing
10 / 68
programs. Improvements in revenue generating capability and profitability will form the basis of providing long term
earnings growth for Casino Canberra and consequently for shareholder value growth and as such form a
significant portion of executive KPI’s set for the year.
C. Details of remuneration
Remuneration received or receivable by Key Management Personnel during the reporting period was as follows:
1 Resigned as Director from 6 April 2022
2 Includes retention component of performance bonus payable if still in employment on 31 January 2024. Resigned as Director from
3 January 2023
Key
management
personnel
Short-term benefits
Post-
employment
benefits
super -
annuation
Total
Fees
and/or
salary
Cash,
profit
sharing
/ other
bonuse
s
Other
Other
long-
term
benefits
Share
based
payment
Performance
based
remuneration
Remun-
eration
at risk -
STI
$
$
$
$
$
$
$
%
%
2021
T Fung1
-
-
-
-
-
-
-
-
-
R Shields2
109,167
-
-
10,654
-
-
119,821
-
-
A Chow
105,000
-
-
-
-
-
105,000
-
-
A Gallaugher
321,539
259,269
4,750
22,631
50,7104
-
658,899
39%
39%
M Purtill3
35,000
-
-
3,500
-
-
38,500
-
-
Totals
570,706
259,269
4,750
36,785
50,710
-
922,220
1 Resigned as Chairman on 30 August 2021
2 Appointed as Chairman from 1 November 2021
3 Appointed as Director from 30 August 2021
4 Includes retention component of performance bonus payable if still in employment on 31 January 2023
Key
management
personnel
Short-term benefits
Post-
employm
ent
benefits
super -
annuatio
n
Total
Fees
and/or
salary
Cash,
profit
sharing /
other
bonuses
Other
Other
long-
term
benefits
Share
based
payment
Performance
based
remuneration
Remun-
eration
at risk -
STI
$
$
$
$
$
$
$
%
%
2022
A Chow1
26,250
-
-
-
-
-
26,250
-
-
R Shields
130,000
-
-
13,325
-
-
143,325
-
-
A Gallaugher2
378,444
257,268
(10,423)
61,800
123,721
-
810,810
32%
32%
M Purtill
115,000
-
-
11,800
-
-
126,800
T Pickett
-
-
-
-
-
-
-
-
-
S Chan
-
-
-
-
-
-
-
-
-
Totals
649,694
257,268
(10,423)
86,925
123,721
-
1,107,185
11 / 68
D.
Service agreements
Non-Executive Directors
Each Director has signed a letter of appointment which sets out the conditions of the appointment including the
remuneration for the position.
Non-Executive Directors are entitled to the following remuneration components:
A base fee of $80,000 per annum as a director
50% of the base director’s fee per annum for the Chairman of the Board
$20,000 per annum for the Chair of a Board Committee
$5,000 per annum for serving on a Board Committee (each committee)
Statutory superannuation where required by law.
Executives
Remuneration and other terms of employment for key management personnel are formalised in service
agreements. Details of these agreements are as follows:
Name
Allison Gallaugher
Title
Financial Controller 1 & CEO, 2,3
Commencement Date
24-Mar-2017 (resigned as Director 3 January 2023)
Term of Agreement
Open
Annual Salary
$320,000 from 2021 as CEO, increased to $384,000 from July 2022
Superannuation
Statutory superannuation
Bonus
Annual KPI bonus = 30% (2021) 30% (2022) of base salary as determined
at the absolute discretion of the Board subject to KPI’s agreed between the
Executive and the Chair of the Remuneration Committee.
No bonus payment if Executive gives notice of termination prior to the
payment date or if terminated for cause.
An additional performance bonus of $100,000 p.a. for achievement of a
Casino EBITDA of $3m (2022), plus a sliding scale for performance above
$3m EBITDA (EBITDA setting determined annually by the Chair of the
RNC). The total performance bonus is payable 60% on achievement of the
set EBITDA and 40% on a retention arrangement on 31 January in the
subsequent year subject to continued employment at that date.
Post-employment restraint
Company may impose restraint for various periods up to 12 months and for
various regions
Termination Period
2 months either party
1 Was Financial Controller to 26 February 2020
2 Appointed acting CEO from 1 January 2019
3 Appointed CEO from 27 February 2020
12 / 68
E.
Other KMP disclosures
Movements in share holdings
Other than as detailed in the report, no shares were held in the Company either directly, indirectly
or beneficially by any key management personnel.
b) Movement in option holdings
There were no options over ordinary shares in the Company held directly, indirectly or beneficially
by key management personnel.
Loans to directors and executives
There were no loans to directors or executives at balance date.
Other transactions and balances with directors and executives
There were no other transactions with Directors or executives during the financial year. At the
reporting date, the Group had loans outstanding from entities related to Mr Tony Fung totalling
$28.2 million (2021: $35.6 million) inclusive of accrued interest. The principal balance was paid in
full in early January 2023 and the accrued interest was forgiven.
End of audited remuneration report
Signed in accordance with a resolution of the directors.
Mark Purtill
Director
Canberra
15 March 2023
13 / 68
AQUIS ENTERTAINMENT LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
for the year ended 31 December 2022
Consolidated
Note
2022
2021
$
$
Revenue and other income
Revenue
3
-
-
Other income
3
27,663
1
Total revenue and other income
27,663
1
Expenses:
Employee benefit expenses
(309,731)
(270,583)
Other operating expenses
4
(2,328,821)
(269,198)
Finance charges
4,18
(1,050,439)
(744,265)
Change in fair value of loan
4,18
775,629
(1,270,910)
Depreciation
4
-
(1,017)
Total expenses
(2,913,362)
(2,555,973)
(Loss) / Profit before income tax expense
(2,885,699)
(2,555,972)
Income tax benefit / (expense)
5,21
5,315,884
-
Profit from continuing operations
2,430,185
(2,555,972)
Total comprehensive profit from the continuing
operations for the year
2,430,185
(2,555,972)
Profit from discontinued operations before income taxes
5,21
8,399,859
2,086,004
Income tax benefit / (expense)
(1,346,062)
701,424
Total comprehensive profit from discontinued
operations for the year
7,053,797
2,787,428
Other comprehensive income / (loss) for the year, net of
tax
-
-
Total comprehensive profit attributable to members
9,483,982
231,456
Basic and diluted earnings per share (cents per share)
from continuing operations
6
1.31
(1.38)
Basic and diluted earnings per share (cents per share)
from discontinuing operations
6
3.81
1.51
The accompanying notes form part of these financial statements.
14 / 68
AQUIS ENTERTAINMENT LIMITED
STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
Consolidated
Note
2022
2021
$
$
CURRENT ASSETS
Cash and cash equivalents
7, 21
9,221,239
9,379,330
Trade and other receivables
8
25,129
155,020
Inventories
9
-
247,774
Other current assets
10
20,250
457,547
Deferred tax assets
5
4,671,246
701,424
13,937,864
10,941,095
Assets held for sale in disposal group
21
12,185,454
-
Total current assets
26,123,318
10,941,095
NON-CURRENT ASSETS
Property, plant and equipment
11
-
7,319,289
Right of use assets
12
-
-
Trade and other receivables
8
-
5,000
Intangible assets
13
-
1,791,272
Financial assets at fair value through other
comprehensive income
14
-
5,569
Total non-current assets
-
9,121,130
TOTAL ASSETS
26,123,318
20,062,225
CURRENT LIABILITIES
Trade and other payables
15
1,809,794
4,076,550
Deferred income
16
2,500,000
-
Employee benefit provisions
17
-
1,700,452
Loans and borrowings
18
28,191,363
-
32,501,157
5,777,002
Liabilities held for sale in disposal group
21
6,462,586
-
Total current liabilities
38,963,743
5,777,002
NON-CURRENT LIABILITIES
Employee benefit provisions
17
-
193,078
Loans and borrowings
18
-
33,670,568
Total non-current liabilities
-
33,863,646
TOTAL LIABILITIES
38,963,743
39,640,648
NET ASSETS
(12,840,425)
(19,578,423)
The accompanying notes form part of these financial statements
15 / 68
AQUIS ENTERTAINMENT LIMITED
STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
Consolidated
Note
2022
2021
$
$
EQUITY
Contributed equity
19
4,167,952
4,167,952
Reserve
19
1,321
5,773,838
Accumulated losses
20
(17,009,698)
(29,520,213)
TOTAL EQUITY
(12,840,425)
(19,578,423)
The accompanying notes form part of these financial statements
16 / 68
AQUIS ENTERTAINMENT LIMITED
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
Share
capital
Reserve
Accumulated
losses
Total
$
$
$
$
Balance at 1 January 2021
4,167,952
6,276,150
(30,253,981)
(19,809,879)
Profit attributable to members of the company
-
-
230,796
230,796
Other Comprehensive profit for the year net of
tax
-
660
-
660
Transfer to accumulated losses upon de-
recognition of the equity component of
convertible debt
-
(502,972)
502,972
-
Balance at 31 December 2021
4,167,952
5,773,838
(29,520,213)
(19,578,423)
Balance at 1 January 2022
Profit attributable to members of the company
-
-
9,484,125
9,484,125
Other Comprehensive loss for the year net of tax
-
(143)
-
(143)
Transfer from reserves to borrowings upon de-
recognition of the equity component of
convertible debt
-
(2,745,984)
-
(2,745,984)
Transfer to accumulated losses upon de-
recognition of the equity component of
convertible debt
-
(3,026,390)
3,026,390
-
Balance at 31 December 2022
4,167,952
1,321
(17,009,698)
(12,840,425)
The accompanying notes form part of these financial statements
17 / 68
AQUIS ENTERTAINMENT LIMITED
STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
Consolidated
2022
2021
$
$
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
40,852,561
27,843,722
Payments to suppliers and employees
(31,411,951)
(22,888,744)
Interest received
89,595
6,574
Interest paid
-
-
Net cash provided by operating activities
22
9,530,205
4,961,552
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for plant and equipment
(688,931)
(348,897)
Proceeds from sale of assets
91
25,000
Dividend received
544
313
Receipt of deposit
16
2,500,000
-
Net cash (used in) investing activities
1,811,704
(323,584)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of lease liabilities
-
(18,133)
Repayment of borrowings
(8,500,000)
(2,500,000)
Net cash (used in) provided by financing activities
(8,500,000)
(2,518,133)
Net increase (decrease) in cash held
2,841,909
2,119,835
Cash at beginning of the period
9,379,330
7,259,495
Cash at end of the period
7
12,221,239
9,379,330
The accompanying notes form part of these financial statements
18 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. Statement of significant accounting policies
The financial report covers the consolidated group of Aquis Entertainment Limited (“Aquis” or “Company”) and
its controlled entities (together referred to as the “Consolidated Entity” or “Group). Aquis is a for-profit company
limited by shares incorporated and domiciled in Australia. The Company’s shares are publicly traded on the
Australian Securities Exchange (ASX: AQS).
The principal accounting policies adopted in the preparation of the financial report are set out below. These
policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') and the
Corporations Act 2001, as appropriate for for-profit oriented entities. These financial statements also comply
with International Financial Reporting Standards as issued by the International Accounting Standards Board
('IASB').
Historical cost convention
The financial statements have been prepared under the historical cost convention, except for, where applicable,
the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value
through other comprehensive income, investment properties, certain classes of property, plant and equipment
and derivative financial instruments.
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise judgements in the process of applying the consolidated entity's accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the financial statements, are disclosed in note 2.
Functional and presentation currency
The Company’s functional and presentation currency is Australian dollars.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed in note 27.
Summary of accounting policies
The following is a summary of the material accounting policies adopted by the Company in the preparation of
the financial statements.
(a) Principles of consolidation
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity
controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the activities of
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated
entity. They are de-consolidated from the date that control ceases. A list of subsidiaries is contained at Note 26.
All controlled entities have a December year end.
All inter-company balances and transactions between entities in the consolidated entity, including any
unrealised profits or losses, have been eliminated on consolidation. Accounting policies of subsidiaries have
been changed where necessary to ensure consistencies with those policies applied by the parent entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in
ownership interest, without the loss of control, is accounted for as an equity transaction, where the difference
between the consideration transferred and the book value of the share of the non-controlling interest acquired is
recognised directly in equity attributable to the parent.
19 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. Statement of significant accounting policies (continued)
Where the consolidated entity loses control over a subsidiary, it derecognises the assets including goodwill,
liabilities and non-controlling interest in the subsidiary together with any cumulative translation differences
recognised in equity. The consolidated entity recognises the fair value of the consideration received and the fair
value of any investment retained together with any gain or loss in profit.
(b) Revenue recognition
The consolidated entity recognises revenue as follows:
Gaming Revenue
Gaming Revenue is the net of gaming wins and losses, and is recognised upon the outcome of the game.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the
goods, which is generally at the time of delivery.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant period
using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
Contract and contract-related liabilities
In providing goods and services to its customers, there may be a timing difference between cash receipts from
customers and recognition of revenues, resulting in a contract or contract-related liability.
The Group primarily has liabilities related to contracts with customers as follows:
Unredeemed casino chips, which represent the amounts owed to customers for chips in their
possession.
Loyalty program liabilities, which represent the deferral of revenue until loyalty points are redeemed.
These liabilities are generally expected to be recognised as revenues within one year of being purchased,
earned, or deposited and are recorded within current trade and other payables on the Statement of Financial
Position. Decreases in these balances generally represent the recognition of revenues and increases in the
balances represent additional chips held by customers and increases in customer loyalty program balances
made by customers.
(c) Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on
the applicable income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities
attributable to temporary differences, unused tax losses and the adjustment recognised for prior periods, where
applicable.
Deferred tax is accounted for using the balance sheet liability 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.
20 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. Statement of significant accounting policies (continued)
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 Profit or Loss and Other 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.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date
Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available
against which deductible temporary differences can be utilised. Previously unrecognised deferred tax assets are
recognised to the extent that it is probable that there are future taxable profits available to recover the asset.
The amount of benefits brought to account or which may be realised in the future is based on the assumption
that no adverse change will occur in income taxation legislation and the anticipation that the consolidated entity
will derive sufficient future assessable income to enable the benefit to be realised and comply with the
conditions of deductibility imposed by the law.
(d) Goods & services tax
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as
part of the cost of acquisition of the asset or as part of an item of the expense.
Goods & Services Tax (GST) receivable from, or payable to, the Australian Taxation Office has been accounted
for and included as part of receivables or payables in the Statement of Financial Position.
Cash flows are presented in the Statement of Cash Flows on a gross basis except for the GST component of
investing activities, which are disclosed as an operating cash flow.
(e) Current and non-current classification
Assets and liabilities are presented in the statement of financial position based on current and non-current
classification.
An asset is current when: it is expected to be realised or intended to be sold or consumed in normal operating
cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the
reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to
settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.
A liability is current when: it is expected to be settled in normal operating cycle; it is held primarily for the
purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional
right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are
classified as non-current.
(f) Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value. For the statement of
cash flows presentation purposes, cash and cash equivalents also includes bank overdrafts, which are shown
within borrowings in current liabilities on the statement of financial position.
(g) Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the
effective interest method, less any provision for impairment. Trade receivables are generally due for settlement
within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a
lifetime expected loss allowance. To measure the expected credit losses, trade receivables have been grouped
based on days overdue.
Other receivables are recognised at amortised cost, less any provision for impairment.
21 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. Statement of significant accounting policies (continued)
(h) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling
price in the ordinary course of business less any applicable selling expenses.
(i) Property, plant and equipment
Land and buildings are stated based on historical cost less accumulated depreciation and impairment for
buildings. Historical cost includes expenditure that is directly attributable to the acquisition of the land and
building.
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost
includes expenditure that is directly attributable to the acquisition of the items.
Depreciation
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and
equipment (excluding land) over their expected useful lives as follows:
Buildings
10-40 years
Plant and equipment
3-20 years
The assets’ residual values and useful lives and depreciation methods are reviewed, and adjusted if
appropriate, at each reporting date.
Leasehold improvements and plant and equipment under lease are depreciated over the unexpired period of
the lease or the estimated useful life of the assets, whichever is shorter.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the consolidated entity. Gains and losses on disposals are determined by comparing proceeds with
the carrying amount. These gains or losses are included in the income statement.
(j) Investments and other financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as
part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are
subsequently measured at either amortised cost or fair value depending on their classification. Classification is
determined based on both the business model within which such assets are held and the contractual cash flow
characteristics of the financial asset unless an accounting mismatch is being avoided.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are
classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either:
(i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of
making a profit, or a derivative; or
(ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in
profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the
consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as
such upon initial recognition.
Impairment of financial assets
The Company recognises a loss allowance for expected credit losses on financial assets which are either
measured at amortised cost or fair value through other comprehensive income. The measurement of the loss
allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether
the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable
and supportable information that is available, without undue cost or effort to obtain.
22 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. Statement of significant accounting policies (continued)
(k) Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their
fair value at the date of the acquisition. Intangible assets acquired separately are initially recognised at cost.
Indefinite life intangible assets are not amortised and are subsequently measured at cost less any impairment.
Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. The gains
or losses recognised in profit or loss arising from the de-recognition of intangible assets are measured as the
difference between net disposal proceeds and the carrying amount of the intangible asset. The method and
useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of
consumption or useful life are accounted for prospectively by changing the amortisation method or period.
(l) Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are
tested annually for impairment or more frequently if events or changes in circumstances indicate that they might
be impaired. Other non-financial assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for
the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-
use is the present value of the estimated future cash flows relating to the asset using a pre-tax discount rate
specific to the asset or cash-generating unit to which the asset belongs. Assets that do not have independent
cash flows are grouped together to form a cash-generating unit.
(m) Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a
result of a past event, it is probable the consolidated entity will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the reporting date, taking into account
the risks and uncertainties surrounding the obligation. If the time value of money is material, provisions are
discounted using a current pre-tax rate specific to the liability. The increase in the provision resulting from the
passage of time is recognised as a finance cost.
(n) Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave
expected to be settled wholly within 12 months of the reporting date are measured at the amounts expected to
be paid when the liabilities are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting
date are measured at the present value of expected future payments to be made in respect of services provided
by employees up to the reporting date using the projected unit credit method. Consideration is given to
expected future wage and salary levels, experience of employee departures and periods of service. Expected
future payments are discounted using market yields at the reporting date on corporate bonds with terms to
maturity and currency that match, as closely as possible, the estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are
incurred.
23 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. Statement of significant accounting policies (continued)
(o) Trade and other payables
Liabilities for trade payables and other amounts are carried at cost which is the fair value of the consideration to
be paid in the future for goods and services received, whether or not billed to the Company.
(p) Borrowings
Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition,
borrowings are measured at amortised cost with any difference between the initial recognised amount and the
redemption value being recognised in the Statement of Profit or Loss and Other Comprehensive Income over
the period of the borrowing using the effective interest rate method.
(q) Contributed equity
Ordinary share capital is recognised at the fair value of the consideration received.
Any transaction costs arising on the issue of shares are recognised (net of tax) directly in equity as a reduction
of the share proceeds received.
(r) Earnings per share (EPS)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the
Company, excluding any costs of servicing equity other than shares, by the weighted average number of shares
outstanding during the financial year, adjusted for any bonus elements in Shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after income tax effect of interest and other financing costs associated with dilutive potential shares
and the weighted average number of shares assumed to have been issued for no consideration in relation to
dilutive potential shares.
(s) New or amended accounting standards and interpretation adopted
The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting
period.
Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early
adopted.
24 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
1. Statement of significant accounting policies (continued)
(u) Going concern
The financial statements have been prepared on the going concern basis, which contemplates continuity of
normal business activities and the realisation of assets and discharge of liabilities in the normal course of
business.
As disclosed in the financial statements, the consolidated entity produced a profit before tax of $5,514,303
(2021: $470,628 loss), had net cash inflows from operating activities of $9,530,205 (2021: inflows of
$4,961,552) and net liabilities of $12,840,825 (2021: $19,578,423) for the year ended 31 December 2022.
The Directors believe that there are reasonable grounds to believe that the consolidated entity will be able to
continue as a going concern, after consideration of the following factors:
•
Post completion of the sale transaction, Aquis holds significant cash balances (in excess of $40m);
•
The Group has fully repaid the debt owing to the financier and the accrued interest has been forgiven;
•
The Group has deferred income held in escrow due for release later in the year;
•
The Group’s assets and liabilities are all realised cash values, with no risk of change in value on realisation
of assets into cash;
•
The Group has not forecast any significant expenses for the next 12 months which will not be covered by
the cash balances held; and
•
As such, the Group expects to be able to pay its debts as and when they fall due for at least the next 12
months.
Accordingly, the Directors believe that the going concern basis is the appropriate basis for the preparation of the
financial report. If for any reason the consolidated entity is unable to continue as a going concern, it would
impact on the consolidated entity’s ability to realise assets at their recognised values and to extinguish liabilities
in the normal course of business at the amounts stated in the consolidated financial statements.
The financial report does not include any adjustments relating to the amounts or classification of recorded
assets or liabilities that might be necessary if the consolidated entity does not continue as a going concern.
2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually evaluates its
judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgements, estimates and assumptions on historical experience and on other various
factors, including expectations of future events management believes to be reasonable under the
circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results.
The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Impairment of Intangibles
The consolidated entity assesses impairment of intangible assets at least on an annual basis. This requires an
estimation of the recoverable amount of the cash generating unit to which the intangible is allocated. The
assumptions and methodology used to assess the recoverable amount are set out in Note 13.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if the
consolidated entity considers it is probable that future taxable amounts will be available to utilise those
temporary differences and losses. Management judgement is required to determine the amount of deferred tax
assets that can be recognised based upon the likely timing and level of future taxable profits.
25 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
2. Critical accounting judgements, estimates and assumptions (continued)
Employee benefits provision
As discussed in note 1, the liability for employee benefits expected to be wholly settled more than 12 months
from the reporting date are recognised and measured at the present value of the estimated future cash flows to
be made in respect of all employees at the reporting date. In determining the present value of the liability,
estimates of attrition rates and pay increases through promotion and inflation have been taken into account.
Estimation of useful lives of assets
The consolidated entity determines the estimated useful lives and related depreciation and amortisation
charges for its property, plant and equipment and finite life intangible assets. The useful lives could change
significantly as a result of technical innovations or some other event. The depreciation and amortisation charge
will increase where the useful lives are less than previously estimated lives, or technically obsolete or non-
strategic assets that have been abandoned or sold will be written off or written down.
Consolidated
2022
2021
3. Revenue and other income
$
$
Other income
Interest
27,663
1
Total other income
27,663
1
Consolidated
4. Expenses from continuing operations
2022
2021
(a) Other operating expenses
$
$
Insurance
135,548
79,865
Marketing, promotion and associated costs
18,880
20,815
Legal, accounting and consultants
2,117,966
133,810
Travel and associated costs
27,217
3,326
Other expenses
29,210
31,383
Total other operating expenses
2,328,821
269,199
(b) Finance charges
Interest – related parties
18
1,050,439
744,265
Change in fair value of loan
18
(775,629)
1,270,910
274,810
2,015,175
(c) Depreciation
Plant and equipment
-
1,017
Total depreciation
-
1,017
26 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
Consolidated
5. Income tax
2022
2021
(a) The components of income tax expense comprise
$
$
Current tax
-
-
Deferred tax
(3,969,822)
(701,424)
(3,969,822)
(701,424)
(b) The prima facie tax on loss from ordinary activities
before income tax is reconciled to the income tax as
follows:
Net (loss)/profit from consolidated group
5,514,303
(470,628)
Prima facie income tax on the profit / loss from
Ordinary activities at 25% (2021: 25%)
1,378,575
(117,657)
Tax effect of permanent differences:
Non-deductible amortisation
6,409
6,409
Non-deductible interest expense
50,739
380,183
Sundry items
(1,619,876)
11,412
De-recognition of DTA on temporary differences
142,622
178,322
Use of tax losses not previously recognised as a DTA
-
(259,033)
De-recognition of DTA on arising from tax consolidation
-
-
Recognition of DTA for tax losses
(3,929,818)
(701,424)
Adjustment recognised for prior periods
1,527
(199,636)
Income tax attributable to entity
(3,969,822)
(701,424)
(c) DTA recognised at 25%
Net deferred tax assets at beginning
(701,424)
-
Charged to income statement current year
(3,969,822)
(701,424)
Net deferred tax assets at end of the year
(4,671,246)
(701,424)
6. Earnings per share
Basic and diluted earnings per share (cents per share) from
continuing operations
1.31
(1.38)
Basic and diluted earnings per share (cents per share) from
discontinuing operations
3.81
1.51
No.
No.
Weighted average number of ordinary shares outstanding
during the period used in the calculation of basic and diluted
EPS
185,141,050
185,141,050
27 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
Consolidated
2022
2021
7. Cash and cash equivalents
$
$
Cash at bank
7,781,423
7,800,050
Cash on hand
1,439,816
1,579,280
Total
9,221,239
9,379,330
The consolidated cash at bank balance was $12,221,239, with $3,000,000 held by the discontinuing
operations as disclosed in note 21.
8. Trade and other receivables
Current
Trade receivables
25,129
155,020
Total
25,129
155,020
Non-current
Other receivables
-
5,000
9. Inventories
Consumable stores - at cost
-
178,668
Goods for resale – at cost
-
69,106
Total
-
247,774
10. Other assets
Current
Prepayments and deferrals
9,147
375,299
Other
11,103
82,190
20,250
457,489
28 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
Consolidated
11. Property plant and equipment
2022
2021
$
$
Building and leasehold improvements
Building at cost
-
27,977,763
Accumulated depreciation
-
(14,104,698)
Accumulated impairment
-
(8,173,980)
-
5,699,085
Plant and equipment
Plant and equipment at cost
-
5,726,557
Accumulated depreciation
-
(4,106,353)
-
1,620,204
Balance
-
7,319,289
Movements in property plant and equipment:
Building and leasehold improvements
Opening written down value
5,699,085
6,784,306
Disposal group (refer to note 21)
(4,664,563)
Depreciation
(1,034,522)
(1,085,221)
Carrying value at 31 December
-
5,699,085
Plant and equipment
Opening written down value
1,620,204
1,999,376
Additions
1,196,837
348,897
Disposal group (refer to note 21)
(2,091,177)
Disposal of plant and equipment
(420)
(25,663)
Depreciation expense
(725,444)
(702,406)
Carrying value at 31 December
-
1,620,204
12. Non-current assets – right-of-use assets
Carrying amount at beginning of the period
-
18,133
Depreciation expense
-
(18,133)
Carrying amount at end of the period
-
-
The consolidated entity lease plant and equipment under agreements of between one to three years. There is also
office equipment under agreement either short-term or low-value, which have been expensed as incurred and not
capitalised as right-of-use assets.
29 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
Consolidated
13. Intangible assets
2022
2021
$
$
Casino Licence and associated costs
At cost
-
19,000,000
Accumulated amortisation and impairment
-
(17,208,728)
Carrying value at 31 December
-
1,791,272
Movements in intangible assets
Opening written down value
1,791,272
1,816,907
Disposal group (refer to note 21)
(1,765,637)
Amortisation
(25,635)
(25,635)
Carrying value at 31 December
-
1,791,272
14. Financial assets at fair value through other comprehensive income
Listed equities – at fair value
-
5,569
The fair values of listed investments are determined by reference to published price quotations in an active
market.
Consolidated
15. Trade and other payables
2022
2021
Current unsecured:
$
$
Trade payables
58,188
314,764
Sundry payables and accrued expenses
1,751,606
3,761,786
Total payables (unsecured)
1,809,794
4,076,550
Trade and other payables are non-interest bearing and have maturity dates of less than 90 days. The fair value of
the liabilities is determined in accordance with the accounting policies disclosed in Note 1.
16. Deferred Income
Current liabilities
2,500,000
-
2,500,000
-
This is deposit held for the sale of Aquis Entertainment Limited’s wholly owned subsidiaries.
30 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
17. Employee benefit provisions
Current
Annual Leave
-
1,042,188
Long Service Leave
-
658,264
-
1,700,452
Non-current
Long Service Leave
-
193,078
Total
-
1,893,530
18. Loans and borrowings
Interest bearing loans from related party (unsecured)
28,191,363
33,670,568
The fair value of the loan has been divided into its debt and equity component as follows:
Presented in the statement of financial position as:
Borrowings
28,191,363
33,670,568
Equity
-
5,772,375
28,191,363
39,442,943
Financing facilities:
At the Company’s Annual General Meeting on 31 May 2016, shareholders passed a resolution to enter
into the Amended Loan Conversion Deed between the Company and major shareholder Aquis Canberra
Holdings Pty Ltd. The Deed (and related amended loan agreements entered into by the Company)
consolidated all existing loans from multiple lenders into a single loan. As a result of entering into the
deed, all loan facilities on foot at 31 May 2016 are now classified as non-current in the Company’s
Statement of Financial Position.
Key terms of the financing facility are as follows:
Facility limit is for a capital value $36,450,000;
The Loan Agreement matures on 25 August 2024 (Maturity Date);
Interest is payable on the balance of the new loan at an interest rate of the lower of: BSY + 2%
per annum; and the Reserve Bank of Australia's indicator lending rate for small business;
variable; residential secured and term rates;
Interest will accrue monthly and will be capitalised on the last day of each month;
Capitalised interest is in addition to the capital value of the facility (i.e. the accrued interest does
not form part of the balance of the facility limit);
31 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
18. Loans and borrowings (continued)
Repayment/conversion: the outstanding amount under the loan agreement may be repaid in any
of the following ways:
at the sole election of Aquis Canberra Holdings under the Amended Loan Conversion Deed,
by conversion into Shares at a conversion price of $0.20 per Share, provided that the
Company is not required to issue Shares to the extent that conversion would result in either:
the issue of greater than 250,000,000 Shares; or
Aquis Canberra Holdings and its associates having voting power in the Company in excess
of 89.59%; and
the Company prepays to Aquis Canberra Holdings all or any part of the amount outstanding
on the new loan in cash at any time up to the date that is 5 Business Days before the Maturity
Date.
The Loan represents a compound financial instrument comprising elements of debt (the contractual
obligation to pay cash to the lender) and equity (the lender’s option to convert the liability into fully paid
ordinary shares). Accordingly, the initial carrying amount of the loan has been allocated to its debt and
equity components by assigning to equity the residual amount after deducting the amount separately
determined for the carrying value of the liability from the fair value of the instrument as a whole. The
carrying amount of the liability has been determined by measuring the fair value of a similar liability that
does not have an associated equity component.
The facility limit is $36,450,000 in principal; interest is capitalised in addition to the facility limit.
Post completion of the sale transaction on 1 January 2023, the principal amount of $20,378,683 owed
on this financing facility was repaid to the financier in full, and in return the financier has forgiven all
interest owing under the Loan Agreement.
Consolidated
2022
2021
$
$
Breakdown of the financing facilities:
Principal (limit $36,450,000)
20,378,683
28,878,683
Interest capitalised
7,812,680
10,564,260
28,191,363
39,442,943
Movement during the year:
Balance at the beginning of the year
39,442,943
40,430,740
Repayments
(8,500,000)
(2,500,000)
De-recognition of the Equity component of convertible debt
(3,026,390)
(502,972)
Movement of fair value
(775,629)
1,270,910
Interest
1,050,439
744,265
Balance at the end of the year
28,191,363
39,442,943
32 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
19. Contributed equity
2022
2021
(a) Fully paid ordinary shares
4,167,952
4,167,952
The share capital of the Company consists only of fully paid ordinary shares, which do not have a par value.
All shareholders participate in dividends and the proceeds on winding up of the parent entity in proportion to
the number of shares held. At shareholders’ meetings each ordinary share is entitled to one vote when a poll
is called, otherwise each shareholder has one vote on a show of hands.
Balance at the beginning and end of the reporting date
4,167,952
4,167,952
In accordance with the reverse acquisition procedure, the equity balance recognised in the consolidated
financial statements in 2015 was the equity balance of the legal subsidiary Aquis Canberra Pty Ltd (ACPL)
immediately before the business combination. The amount recognised as contributed equity in the
consolidated financial statements in 2015 was determined by adding the cost of the acquisition to the
contributed equity of the legal subsidiary ACPL.
No.
No.
Balance at the beginning and end of the reporting date
185,141,050
185,141,050
(b) Reserves
Consolidated
2022
2021
$
$
Opening balance
5,773,838
6,276,150
De-recognition of the Equity component of convertible debt
(5,772,374)
(502,972)
Fair value of shares
(143)
660
Balance at 31 December
1,321
5,773,838
20. Accumulated losses
Consolidated
2022
2021
$
$
Opening balance
(29,520,213)
(30,253,981)
Transfer from Reserve
3,026,390
502,972
Comprehensive profit for the period
9,484,125
230,796
Balance at 31 December
(17,009,698)
(29,520,213)
33 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
21. Discontinuing Operations
On 11 July 2022, Aquis entered into an agreement with Iris CC Holdings Pty Ltd for the sale of its main
business undertaking, Aquis Canberra Pty Ltd and Casino Canberra Ltd. The sale will proceed to completion
when all conditions precedent to complete the transaction are satisfied. All conditions were satisfied on 23
December 2022 and the sale took place on 1 January 2023 as agreed between the buyer and seller under
the terms of the sale agreement.
Assets and liabilities of a disposal group
2022
Assets classified as held for sale
$
Cash at bank
3,000,000
Trade and other receivables
160,534
Inventories
232,865
Other current assets
260,253
Property, plant and equipment
6,755,739
Intangible assets – Casino licence and associated costs
1,765,637
Other assets
5,000
Financial asset
5,426
Total assets of disposal group held for sale
12,185,454
Liabilities classified as held for sale
Trade and other payables
4,598,110
Employee benefit provisions
1,864,476
Total liabilities of disposal group held for sale
6,462,586
The Casino Canberra licence is tested annually for impairment. Casino Canberra is considered a cash-
generating unit (CGU) for the purpose of impairment testing. The recoverable value of the casino CGU was
based on its fair value less costs to sell. The fair value less costs to sell of the CGU was determined to be
higher than its carrying value at 31 December 2022 and accordingly no impairment loss was recognised.
Financial performance and cash flow information
The financial performance and cash flow information presented are for the year ended 31 December 2022 and
31 December 2021.
2022
$
2021
$
Revenue
37,501,169
25,177,499
Other income
62,476
6,967
Total revenue
37,563,645
25,184,466
Expenses
(29,163,643)
(23,099,122)
Profit before income tax
8,400,002
2,085,344
Movement in fair value of investments
(143)
660
Income tax benefit / (expenses)
(1,346,062)
701,424
Profit from discontinued operations
7,053,797
2,787,428
34 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
21. Discontinuing Operations (continued)
2022
$
2021
$
Net cashflow from operating activities
10,479,382
5,548,390
Net cashflow (outflow) from investing activities
(688,840)
(323,897)
Net cash (outflow) from financing activities
(12,495,120)
(3,104,964)
Net increase(decrease) in cash generated by the subsidiaries
(2,704,578)
2,119,529
22. Cash flow information
Reconciliation of cash flow from operations with Loss after
income tax:
2022
$
2021
$
(Loss) / Profit from ordinary activities after income tax
9,484,125
230,796
Non-cash flows from ordinary activities:
Depreciation and amortisation
1,785,601
1,831,395
Loss / (Profit) on disposal
(91)
663
Interest on loan
1,050,439
744,265
Change in fair value of loan
(775,629)
1,270,910
Dividends received
(544)
(313)
Increase in Employee provisions – current
26,433
287,246
Increase / (Decrease) in Employee provisions – non-current
(55,487)
4,554
Changes in operating assets and liabilities:
Decrease / (Increase) in receivables
(30,222)
381,745
Decrease / (Increase) in inventory
14,909
7,811
(Increase) / Decrease in other assets
177,044
(214,073)
Decrease / (Increase) in deferred tax asset
(3,969,822)
(701,424)
Increase in creditors and accruals
1,823,449
1,117,977
Cash flows from operations
9,530,205
4,961,552
23. Financial instruments
a) General objectives, policies and processes
The consolidated entity’s financial instruments consist mainly of deposits with banks, accounts receivable,
accounts payable and loans from related parties. The consolidated entity’s business exposes it to market risk
(interest rates), credit risk and liquidity risk.
The Board has overall responsibility for the determination of the Company’s risk management objectives and
policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives and policies to the Company’s
finance function. The Company’s risk management objectives are therefore designed to minimise the potential
impacts of these risks on the results of the Company where such impacts may be material. The overall objective
of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Company’s
competitiveness and flexibility.
35 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
23. Financial instruments (continued)
(b) Credit risk
The Company has exposure to credit risk on the receivables in the balance sheet. However, the Company has
no significant concentrations of credit risk. The Company has policies in place to ensure that sales of products
and services are made to customers with an appropriate credit history, and as such collateral is not requested.
Cash at bank is held with the ANZ Banking Group Limited.
The maximum exposure to credit risk at balance date as follows:
Consolidated
2022
2021
$
$
Cash at bank
7,781,423
7,800,050
Trade and other receivables
25,129
155,020
9,246,368
7,955,070
(c) Liquidity risk
The consolidated entity manages liquidity risk by monitoring forecast cash flows.
Maturity analysis - 2022
Carrying
amount
< 6 months
6-12
months
1-3 years
> 3 years
$
$
$
$
$
Financial liabilities
Trade payables
58,188
58,188
-
-
-
Loans and borrowings
28,191,363
28,191,363
-
-
-
Other creditors and accruals
1,751,606
1,751,606
-
-
-
Total
30,001,157
30,001,157
-
-
-
Intercompany working capital loans have no fixed repayment date. Parties to the loans have agreed that
repayments will not be called to the detriment of any other group company and at the date of this report no
notices have been issued in relation to repayment of any working capital loans. Parties have agreed that
there will be no repayments called within the next 13 months. The loan was fully repaid in early January
2023.
Maturity analysis - 2021
Carrying
amount
< 6 months
6-12
months
1-3 years
> 3 years
$
$
$
$
$
Financial liabilities
Trade payables
314,764
314,764
-
-
-
Loans and borrowings
33,670,568
-
-
33,670,568
-
Other creditors and accruals
3,761,786
3,761,786
-
-
-
Total
37,747,118
4,076,550
-
33,670,568
-
36 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
23. Financial instruments (continued)
(d) Market risk
Market risk arises from the use of interest bearing, tradable and foreign currency financial instruments. It is the
risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest
rates (interest rate risk), foreign exchange rates (currency risk) or other market factors (other price risk).
(i) Interest rate risk
The Company’s exposure to market interest rates relates to both the Company’s long-term (interest bearing)
loan obligation as set out in note 18 and the company’s future cash flows from its cash holdings. The
Company’s exposure to interest rate risk and the effective weighted average interest rate by maturity periods is
set out in the tables below:
Fixed / floating
interest rate
maturing
Weighted
average
effective
interest rate
Within 1
year
1 to 5
years
Non-interest
bearing
Total
At 31 December 2022
%
$
$
$
$
Financial assets
Cash & cash equivalents
0.05%
9,221,239
-
-
9,221,239
Trade & other receivable
-
-
25,129
25,129
Total financial assets
9,221,239
-
25,129
9,246,368
Financial liabilities
Trade payables
-
-
58,188
58,188
Loans and borrowings
3.77%
28,191,363
-
-
28,191,363
Total financial liabilities
28,191,363
-
58,188
28,249,551
At 31 December 2021
%
$
$
$
$
Financial assets
Cash & cash equivalents
0.05%
7,800,050
-
1,579,280
9,379,330
Trade & other receivable
-
-
155,020
155,020
Total financial assets
7,800,050
-
1,734,300
9,534,350
Financial liabilities
Trade payables
-
-
314,764
314,764
Loans and borrowings
2.09%
-
33,670,568
-
33,670,568
Total financial liabilities
-
33,670,568
314,764
33,985,332
37 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
23. Financial instruments (continued)
ii) Net fair values
The carrying amount of financial assets and financial liabilities recorded in the financial statements represents
their respective net fair values, determined in accordance with the accounting policies disclosed in Note 1 to the
financial statements.
iii) Sensitivity analysis
The group has performed sensitivity analysis relating to its exposure to interest rate risk at balance date. The
sensitivity analysis demonstrates the effect on the current year results and equity which could result from a
change in these risks.
Interest rate sensitivity analysis
At 31 December 2022, the effect on profit and equity as a result of changes in the interest rate, with all other
variables remaining constant would be as follows:
Consolidated
2022
2021
$
$
Change in profit:
Increase in interest rate by 2%
(348,199)
(517,410)
Decrease in interest rate by 2%
563,827
673,411
Change in equity
Increase in interest rate by 2%
(348,199)
(517,410)
Decrease in interest rate by 2%
563,827
673,411
(ii) Other price risk
The Company is not subject to other price risk.
24. Key management personnel disclosures
(a) Key management personnel
Directors
A Chow
R Shields
M Purtill
A Gallaugher
T Pickett
S Chan
Non-Executive Director (resigned 6 April 2022)
Non-Executive Director (appointed 7 August 2016), Chairman (appointed 1
November 2021)
Non-Executive Director (appointed 30 August 2021)
Executive Director (resigned 3 January 2023)
Non-Independent Non-Executive Director (appointed 3 January 2023)
Non-Independent Non-Executive Director (appointed 3 January 2023)
Executives
A Gallaugher
Financial Controller appointed 24 March 2017 to 26 February 2020, CEO (Acting)
appointed from 1 January 2019 and CEO appointed from 27 February 2020. Resigned 3
January 2023
38 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
24. Key management personnel disclosures (continued)
Transactions with key management personnel
Key management personnel remuneration includes the following: Consolidated
2022
$
2021
$
Short term employee benefits:
896,539
834,725
Post-employment benefits:
86,925
36,785
Other long-term benefits *
123,721
50,710
Total remuneration
1,107,185
922,220
* includes retention component of performance bonus payable if still in employment on 31 January 2023
Further details are included in the Remuneration Report.
25. Related party transactions
(a) Controlling entities
The ultimate parent is TF Reef – Canberra Holdings Limited (incorporated in BVI). The ultimate Australian
parent entity is Aquis Canberra Holdings (Aus) Pty Ltd.
(b) Key management personnel
Disclosures relating to KMP are included in Note 24 and the Remuneration report.
(c) Transaction with related parties
The Group held loans from related parties during the year. Details of the loans are set out at Note 18.
26. Contingent liabilities
Pursuant to the Deed between the ACT Gambling and Racing Commission, Casino Canberra Limited (CCL)
and the Australian Capital Territory dated 23 December 2014, CCL granted the Commission and the Territory:
First ranking mortgage over the casino land; and
First ranking security interest over all other property.
CCL can replace the mortgage with a bank guarantee for $3 million should it raise debt finance in connection
with improvements or redevelopment of the business.
27. Investment in controlled entities
Interests in controlled entities are set out below. All entities are incorporated and domiciled in Australia.
Name
Principal Activity
Incorporated
Ownership Interest
2022
2021
Aquis Canberra Pty Ltd
Gaming and entertainment
Australia
100%
100%
Casino Canberra Limited1
Gaming and entertainment
Australia
100%
100%
1 Shares held by ACPL
39 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
28. Parent entity information
2022
2021
$
$
Statement of financial position
Current assets
10,263,427
24,197,084
Total assets
10,263,427
24,197,084
Current liabilities
32,501,157
197,206
Non-current liabilities
-
33,670,568
Total liabilities
32,501,157
33,867,774
Net assets
(22,237,730)
(9,670,690)
Equity
Issued capital
4,727,776
4,727,776
Reserves
3,154,103
5,900,088
Accumulated losses
(30,119,609)
(20,298,554)
Total equity
(22,237,730)
(9,670,690)
Statement of profit or loss and other comprehensive income
Income
27,663
1
Loss for the year
(9,821,056)
(2,555,972)
Commitments for the parent entity are the same as those for the consolidated entity and are set out at Note 29.
The parent entity has not entered into a deed of cross guarantee nor are there any contingent liabilities at year
end.
29. Expenditure commitments
(a) Capital expenditure commitments
At 31 December 2022, the Company had no capital expenditure commitments (2021: nil).
Due to the sale of Casino Canberra Limited from the consolidated group, there are no future commitments for
Casino Licence Fee payable.
(b) Commitment for Casino Licence Fee
Commitments for Casino Licence fees are payable as follows:
2022
2021
$
$
Within one year
-
1,014,866
Later than one year but not later than 5 years
-
4,059,463
Later than 5 years
-
65,966,269
Commitments not recognised in the financial statements
71,040,598
40 / 68
AQUIS ENTERTAINMENT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2022
30. Subsequent events
Aquis Entertainment Limited (AEL) and Iris CC Holdings Pty Ltd entered into a share purchase agreement for
the sale of all shares in Aquis Canberra Pty Ltd on 11 July 2022. All conditions precedent to the completion of
this sale were satisfied by 21 December 2022 and the sale transaction completed effective 1 January 2023.
Post completion of the sale, ACPL and its subsidiary are no longer part of AEL’s consolidated group.
The principal loan amount with the Group financier was repaid in early January 2023, with the financier in
return waiving the full amount of interest accrued on the loan ($7.85m).
Pending a decision on the future of the listed entity, management and executive services are provided by
Casino Canberra Limited under contractual arrangements defined during the sale process between Aquis
Entertainment Limited and Iris CC Holdings Pty Ltd. These arrangements are to be provided from settlement
date until 31 July 2023.
Other than as set out in these financial statements, no other matters or circumstances have arisen since 31
December 2022, which significantly affected 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.
31. Segment information
The consolidated entity has identified its operating segments based on the internal reports that are reviewed
and used by the Board of Directors (chief operating decision makers) in assessing performance and
determining the allocation of resources. The consolidated entity operates in a single operating segment: that of
the gaming and entertainment industry in Australia.
32. Auditor information
The following fees were paid or payable for services provided by the Group’s auditors:
2022
2021
$
$
Remuneration of auditors
Audit services
142,000
138,000
Other services
-
15,800
33. Company information
The registered office and principal place of business is as follows:
21 Binara Street
Canberra ACT 2601
41 / 68
AQUIS ENTERTAINMENT LIMITED
DIRECTORS’ DECLARATION
The Directors of the company declare that:
1.
the financial statements and notes are in accordance with the Corporations Act 2001 and:
a. comply with Accounting Standards (including the Australian Accounting Interpretations) and the
Corporations Regulations 2001; and
b.
give a true and fair view of the financial position as at 31 December 2022 and of the
performance for the year ended on that date of the company and consolidated group;
2.
the Chief Executive Officer and Financial Controller have each declared that:
a. the financial records of the company for the financial year have been properly maintained in
accordance with 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.
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.
4.
Note 1 confirms that the consolidated financial statements also comply with International Financial
Reporting Standards
Signed in accordance with a resolution of the Directors.
Russell Shields
Chairman
Canberra
15 March 2023
42 / 68
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM
network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Aquis Entertainment Limited for the year ended 31
December 2022, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
C J HUME
Partner
Sydney, NSW
Dated: 15 March 2023
43 / 68
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM
network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
RSM Australia Partners
Level 13, 60 Castlereagh Street Sydney NSW 2000
GPO Box 5138 Sydney NSW 2001
T +61 (0) 2 8226 4500
F +61 (0) 2 8226 4501
www.rsm.com.au
INDEPENDENT AUDITOR’S REPORT
To the Members of Aquis Entertainment Limited
Opinion
We have audited the financial report of Aquis Entertainment Limited (the “Company”) and its subsidiaries (the
“Group”), which comprises the consolidated statement of financial position as at 31 December 2022, the
consolidated statement of comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial statements, including
a summary of significant accounting policies, and the directors' declaration.
In our opinion, the accompanying financial report of the Group is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the Group’s financial position as at 31 December 2022 and of its
financial performance for the year then ended; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of
our report. We are independent of the Group in accordance with the auditor independence requirements of the
Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards
Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the
financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given to
the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the financial report of the current period. These matters were addressed in the context of our audit of the
financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
44 / 68
Key Audit Matters (Continued)
Key Audit Matter
How our audit addressed this matter
Recognition of Revenue being a component of discontinued operations – Refer to Note 21 in the
financial statements
The consolidated Revenue for the year ended 31
December 2022 was $37.6 million.
Revenue is considered to be a Key Audit Matter
because, while it is not judgmental, it involves the
transfer
of
significant
volumes
of
cash
in
circumstances where there is no immediate paper
trail.
There is potential for management override to
achieve revenue targets via manual journal entries
posted to revenue. Revenue could be inaccurately
stated as a result. Our procedures were designed to
corroborate our assessment that revenue should be
closely aligned to cash banked and identify manual
adjustments that are made to revenue for further
testing.
Our audit procedures in relation to the recognition of
revenue included:
Assessing whether the Group’s revenue
recognition policies were in compliance
with Australian Accounting Standards.
Evaluating the operating effectiveness, of
management’s controls related to revenue
recognition.
Using data extracted from the accounting
system, we tested the appropriateness of
journal entries impacting revenue.
We
verified
the
recognition
and
measurement of revenue by tracing a
sample of transactions throughout the year
from the table performance reports to the
monthly summary reports and then back to
the cash desk, to verify the accuracy of
reported revenue.
Discontinued operations - Refer to Note 21 in the financial statements
On 11 July 2022, Aquis entered into an agreement
with Iris CC Holdings Pty Ltd for the sale of its main
business undertaking, Aquis Canberra Pty Ltd and
Casino Canberra Ltd, and the sale took place on 1
January 2023 as agreed between the buyer and
seller under the terms of the sale agreement.
As the subsidiaries are deconsolidated from the
group effective of 1 January 2023, the yearend
financial statements were required present both
continuing and discontinued operations along with
other additional disclosures under the AASB 5 Non-
current Assets Held for Sale and Discontinued
Operations.
Accordingly, the identification and classification of
transaction and balances between continuing and
discontinued operations, the year valuation of assets
and liabilities held for disposal and their presentation
in the financial statements were considered as a key
audit matter.
Our audit procedures in relation to the discontinued
operations included:
We reviewed the underlining contracts and
other correspondences relating to the sale of
subsidiaries to identify the potential impact
on year end balances.
We reviewed the supporting schedules
prepared by management in relation to the
classification of transactions and balances
between
continuing
and
discontinued
operations.
45 / 68
Other Information
The directors are responsible for the other information. The other information comprises the information included
in the Group's annual report for the year ended 31 December 2022, but does not include the financial report
and the auditor's report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation 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
gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
Auditor's Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the Auditing and
Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf.
This description forms part of our auditor's report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in pages 9 to 13 of the directors' report for the year ended
31 December 2022.
In our opinion, the Remuneration Report of Aquis Entertainment Limited, for the year ended 31 December 2022,
complies with section 300A of the Corporations Act 2001.
46 / 68
Responsibilities
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.
RSM AUSTRALIA PARTNERS
C J HUME
Partner
Sydney, NSW
Dated: 15 March 2023
47 / 68
AQUIS ENTERTAINMENT LIMITED
ACN 147 411 881
(Company)
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance Statement is current as at 15 March 2023 and has been approved by the Board of Directors on that date.
This Corporate Governance Statement discloses the extent to which the Company follows the recommendations set by the ASX Corporate Governance Council
in its publication Corporate Governance Principles and Recommendations (Recommendations). The Recommendations
are not mandatory; however, the
Recommendations that have not be followed have been identified and reasons provided for not following them along with what (if any) alternative governance
practices the Company intends to adopt in lieu of the recommendation.
The Company has adopted a Corporate Governance Plan which provides the written terms of reference for the Company’s corporate
governance duties.
All Corporate Governance documents and policies can be found on our website at https:aquisentertianment/statement.html
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
Yes
The Company has a Board Charter which sets out the respective roles and
responsibilities of the Board, the Chair and management, and includes a
description of those matters expressly reserved to the Board and those
delegated to management. A copy of the Charter can be viewed on the
Company’s website.
48 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Recommendation 1.2
A listed entity should:
(a) undertake appropriate checks before appointing a director or
senior executive or putting someone forward for election as a
director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or
re-elect a director.
Yes
The Company:
•
undertakes appropriate checks including character references,
criminal history and insolvency checks before appointing or putting
forward to security holders a candidate for election, as a Director.; and
•
security holders are provided with all material information relevant
to a decision on whether or not to elect or re-elect a Director. The
relevant Director information is included in the Company’s Annual
Reports, Notices of Meeting and website.
Recommendation 1.3
A listed entity should have a written agreement with each Director
and senior executive setting out the terms of their appointment.
Yes
The Company has written agreements with each Director and senior executive
which set out the terms of their appointment.
Recommendation 1.4
The company secretary of a listed entity should be accountable
directly to the Board, through the Chair, on all matters to do with the
proper functioning of the Board.
Yes
The Board Charter establishes that the Company Secretary is accountable
directly to the Board through the Chair on all matters to do with the proper
functioning of the Board.
Recommendation 1.5
A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set measurable
objectives for achieving gender diversity in the composition of
its board, senior executives and workforce generally; and
(c) disclose as at the end of each reporting period:
Yes
Yes
Aquis Entertainment acknowledges the positive outcomes that can be achieved
through a diverse workforce and recognises and utilises the diverse skills and
talent from its directors, officers and employees. To this end the Company has
a diversity policy which can be viewed on the Company’s website.
The Remuneration & Nomination Committee is responsible for reviewing
and making recommendations to the Board on the effectiveness of the
Diversity Policy.
The Company completed the sale of its main undertaking – Casino Canberra on
3 January 2023, to Iris Capital. As a result, the Company will have 4 employees,
who are the Directors of the Company until a new strategy has been approved
49 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
by the Board as such diversity targets have not been set for FY2023.
(i)
the measurable objectives set for that period to achieve
gender diversity;
(ii) the entity’s progress towards achieving those objectives;
and
(iii) either:
(A)
the respective proportions of men and women on
the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
if the entity is a “relevant employer” under the Workplace Gender
Equality Act, the entity’s most recent “Gender Equality Indicators”,
as defined in and published under that Act
Yes
At 31 December 2022 the respective proportions of men and women on the
Board, in senior executive positions and across the whole organisation were
as follows:
Female
Male
Total
Board (including the Executive Director)
1
2
3
Senior Executives (excl. Executive Directors)
1
2
4
6
Management – Casino Canberra (excl. Exec
Directors and Senior Executives)
7
12
19
Staff
67
106
173
Total
77
124
201
38%
62% 100%
1 For the purposes of this statement, Senior Executives are defined as Heads
of Departments (excluding Directors).
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the Board, its committees and individual
Directors; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
Yes
No
The Board Charter establishes the requirement and process to conduct an
annual evaluation of the performance of the Board, its committees and
individual Directors. The Remuneration &
Nomination Committee is
responsible for the conduct of the evaluation.
A Board performance self - evaluation was not undertaken during the 2022
financial year.
50 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of its senior executives at least once every
reporting period; and
(b) disclose, in relation to each reporting period, whether a
performance evaluation was undertaken in the reporting
period in accordance with that process.
Yes
Yes
The Board is responsible for reviewing the performance of senior
management against strategies established by the Board. To this end the
Board establishes annual KPI’s against which the performance of its senior
executives are assessed. Following the disposal of the Company’s main
undertaking and noting that the Company’s only employees are the Directors,
KPI’s were not set for the 2023 calendar year. The FY 2022 senior executive KPI’s
were reviewed in December 2022.
A performance evaluation of executives against KPI’s set for the 2022 financial
year has been conducted.
51 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 2: Structure the Board to add value
Recommendation 2.1
The Board of a listed entity should:
(a) have a nomination committee which:
(i)
has at least three members, a majority of whom are
independent Directors; and
(ii)
is chaired by an independent Director, and
disclose:
(iii) the charter of the committee;
(iv) the members of the committee; and
(v) as at the end of each reporting period, the number of times
the committee met throughout the period and the
individual attendances of the members at those meetings;
or
(b) if it does not have a nomination committee, disclose that fact and
the processes it employs to address board succession issues and
to ensure that the board has the appropriate balance of skills,
knowledge, experience, independence and diversity to enable it
to discharge its duties and responsibilities effectively.
Yes
The Remuneration and Nomination Committee has three members the
majority of whom are independent Directors. The Committee is chaired by an
independent Director.
The names of the Committee Members during the FY2022 were:
•
Mr Mark Purtill (Chair)
•
Mr Russell Shields
•
Ms Allison Gallaugher (Executive Director)
A copy of the Committee Charter may be viewed on the Company’s website.
The qualifications and experience of the members of the Committee are
set out on the Company’s website and in the Annual Reports. The number
of times the committee met throughout a period and the individual
attendances of the members at those meetings are disclosed in the Annual
Report.
52 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Recommendation 2.2
A listed entity should have and disclose a board skills matrix setting
out the mix of skills that the board currently has or is looking to
achieve in its membership.
Yes
The Remuneration and Nomination Committee has developed a Board Skills
Matrix to assist in identifying the experience, skills, expertise and diversity
required for the Board to discharge its mandate to maintain the necessary
mix of expertise. Key skills held by Board members include: corporate
financing and administration, banking, finance, property development,
business strategy and business management.
The Board is of the view that at this stage of its development the current
directors possess an appropriate mix of skills, experience, expertise and
diversity to enable the Board to discharge its responsibilities and deliver the
company’s strategic priorities. To the extent that skills are not directly
represented on the Board, they are augmented through management and
external advisors.
Recommendation 2.3
A listed entity should disclose:
(a) the names of the Directors considered by the Board to be
independent Directors;
(b) if a Director has an interest, position, association or
relationship of the type described in Box 2.3 of the ASX
Corporate Governance Principles and Recommendation (3rd
Edition), but the Board is of the opinion that it does not
compromise the independence of the Director, the nature of
the interest, position, association or relationship in question
and an explanation of why the Board is of that opinion; and
Yes
The names of the Directors considered to be independent are as follows:
•
Mr Russell Shields
•
Mr Mark Purtill
The names of the Directors who are not considered independent a r e :
•
Ms Allison Gallaugher
•
Mr Thomas Pickett (appointed post year end)
•
Mr Simon Chan (appointed post year end)
53 / 68
(c) the length of service of each Director
Ms Gallaugher was appointed on 28 June 2018 and resigned on 3 January
2023.
Mr Chow was formally appointed on 7 September 2015 and resigned on 6
April 2022.
Mr Shields was appointed with effect from 7 August 2015.
Mr Purtill was appointed on 30 August 2021.
Mr Pickett was appointed on 3 January 2023.
Mr Chan was appointed on 3 January 2023.
Recommendation 2.4
A majority of the Board of a listed entity should be
independent Directors.
Yes
The Company complied with the recommendations from 30 August 2021 to 3
January 2023.
Recommendation 2.5
The Chair of the Board of a listed entity should be an independent
Director and, in particular, should not be the same person as the
CEO of the entity.
Yes
The Company complied with the recommendations from 30 August 2021.
Recommendation 2.6
A listed entity should have a program for inducting new directors
and for periodically reviewing whether there is a need for existing
directors to undertake professional development to maintain the
skills and knowledge needed to perform their role as directors
effectively.
Yes
The Company has an induction program for new Directors and encourages
ongoing professional development of directors and senior management.
54 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 3: Instil a culture of acting lawfully, ethically and responsibly
Recommendation 3.1
A listed entity should articulate and disclose its values.
No
The Company does not have a Statement of Values, however, the Company
instils values of integrity, diversity and working together.
Recommendation 3.2
A listed entity should:
(a) have and disclose a code of conduct for its directors, senior
executives and employees; and
(b) ensure that the board or a committee of the board is informed
of any material breaches of that code by a director or senior
executive; and
2) any other material breaches of that code that call into question
the culture of the organisation.
Yes
The Company has a Code of Conduct for its Directors, senior executives
and employees.
A copy of the Code of Conduct may be viewed on the Company’s website.
The Board has implemented appropriate reporting processes to ensure that
any material breaches of the Code of Conduct are reported to the board.
Recommendation 3.3
A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
Yes
The Company has a Whistleblower Policy in place and may be viewed on
the Company’s website.
The Board has implemented appropriate reporting processes to ensure that
any material incidents reported under the Whistleblower Policy are
communicated to the board to ensure that the board is fully informed.
55 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Recommendation 3.4
A listed entity should:
(a) have and disclose an anti-bribery and corruption policy; and
(b) ensure that the board or committee of the board is informed
of any material breaches of that policy.
Yes
The Company’ s Antibribery and Corruption policy forms part of the
Company’s Code of Conduct.
A copy of the Policy may be viewed on the Company’s website.
The Board has implemented appropriate reporting processes to ensure that
any material incidents reported under the Code of Conduct and Anti-Bribery
Policy are communicated to the board to ensure that the board is fully
informed.
56 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 4: Safeguard the integrity of corporate reports
Recommendation 4.1
The Board of a listed entity should:
(a) have an audit committee which:
(i)
has at least three members, all of whom are non-
executive Directors and a majority of whom are
independent Directors; and
(ii)
is chaired by an independent Director, who is not the
Chair of the Board,
and disclose:
(iii)
the charter of the committee;
(iv)
the relevant qualifications and experience of the
members of the committee; and
(v)
in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact and
the processes it employs that independently verify and
safeguard the integrity of its corporate
Yes
The Audit and Risk Management Committee has three members. The Audit
and Risk Committee had three non-executive Directors until Mr Chow
resigned on 6 April 2022, thereafter Ms Gallaugher joined the Audit and
Risk Committee given her extensive accounting, tax and financial
expertise. The majority of the Committee are independent Directors, and
the Committee is chaired by an independent Director.
The names of the Committee Members are as follows:
•
Mr Mark Purtill (Chair)
•
Mr Russell Shields
•
Ms Allison Gallaugher (Executive Director)
A copy of the Committee Charter may be viewed on the Company’s
website. The qualifications and experience of the members of the
Committee are set out on the Company’s website and in the Annual Report.
The number of times the committee met throughout a period and the
individual attendances of the members at those meetings are disclosed in
the Annual Report.
57 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Recommendation 4.2
The board of a listed entity should, before it approves the entity’s
financial statements for a financial period, receive from its CEO and
CFO a declaration that, in their opinion, the financial records of the
entity have been properly maintained and that the financial
statements comply with the appropriate accounting standards and
give a true and fair view of the financial position and performance
of the entity and that the opinion has been formed on the basis of a
sound system of risk management and internal control which is
operating effectively.
Yes
The Audit and Risk Management Charter requires the CEO and CFO to provide
to the Board prior to the Company’s financial statements being approved, a
declaration that the financial records have been properly maintained and that
the financial statements comply with the appropriate accounting standards
and give a true and fair view of the financial position and performance of the
entity and that the opinion has been formed on the basis of a sound system of
risk management and internal control which is operating effectively.
Recommendation 4.3
A listed entity should disclose its process to verify the integrity of
any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
Yes
Verification of periodic corporate reports
For periodic corporate reports released to the market which are not required to
be audited or reviewed by the external auditor, AQUIS has an internal verification
and approval process to support the integrity of the information that is being
disclosed. The specific process for each periodic corporate report will vary
depending on the release but may generally involve:
i.
As far as possible, separation of the responsibility for input and
reconciliation of data from those responsible for preparation of periodic
reports;
ii.
the individuals with responsibility for the information confirming to the
best of their knowledge and belief that the information is considered to
be accurate and not misleading;
iii.
the review and approval of the report or document by relevant internal
subject matter experts (and in some cases AQUIS’s external advisers as
appropriate);
iv.
the review by and confirmation from the individual responsible for the
periodic corporate report that it is appropriate for release; and
v.
Periodic corporate reports released to the market may also, depending
upon the report, be required to be approved by the Board under AQUIS
Continuous Disclosure Policy.
58 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under listing
rule 3.1.
Yes
The Company has a Disclosure Policy which sets out the process by which the
Company complies with its continuous disclosure obligations under the Listing
Rules.
A copy of the Policy may be viewed on the Company’s website.
Recommendation 5.2
A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
Yes
The Company Secretary is responsible for ensuring that the Board receives
copies of all material market announcements promptly after they have been
made.
Recommendation 5.3
A listed entity that gives a new and substantive investor or analyst
presentation should release a copy of the presentation materials
on the ASX Market Announcements Platform ahead of the
presentation.
Yes
The Company has previously not given presentations, however, should a
presentation be given in future, the Company will, prior to giving a new and
substantive investor or analyst presentation, release a copy of the
presentation materials on the ASX Market Announcements Platform ahead of
the presentation, and any material Information will not be released or
discussed with the investors before it has been disclosed to the ASX.
59 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself and its
governance to investors via its website.
Yes
The Company’s Corporate Governance Statement, Charters and
Corporate Governance Policies are included on its website.
Recommendation 6.2
A listed entity should design and implement an investor relations
program to facilitate effective two-way communication with
investors.
Yes
The Company has a Shareholder Communication policy which is aimed at
facilitating effective two-way communication with investors. A copy of the
Policy can be viewed on the Company’s website.
Recommendation 6.3
A listed entity should disclose the policies and processes it has in
place to facilitate and encourage participation at meetings of
security holders.
Yes
The Shareholder Communications Policy sets out the policies and processes the
Company’s has in place to facilitate and encourage participation at meetings of
security holders.
Recommendation 6.4
A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by a
show of hands.
Yes
The Board has adopted a practice of requiring all voting on substantive
resolutions at shareholder meetings to be conducted by way of a poll.
Recommendation 6.5
A listed entity should give security holders the option to receive
communications from, and send communications to, the entity and
its security registry electronically.
Yes
The
Shareholder Communications
Policy
establishes
the
Company’s
commitment to receive communications from, and send communications to,
the entity and its security registry electronically.
60 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 7: Recognise and manage risk
Recommendation 7.1
The Board of a listed entity should:
(a) have a committee or committees to oversee risk, each of which:
(i)
has at least three members, a majority of whom are
independent Directors; and
(ii)
is chaired by an independent Director, and
disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that satisfy
(a) above, disclose that fact and the process it employs for
overseeing the entity’s risk management framework.
Yes
The Audit and Risk Management Committee had three members two of whom
are independent Directors, until Mr Chow resigned on 6 April 2022, thereafter,
the Committee consisted of two independent Directors and one non-
independent executive director.. The Committee is chaired by an independent
Director. A copy of the Committee Charter may be viewed on the Company
website.
The names of the Committee Members are as follows:
•
Mr Mark Purtill (Chair)
•
Mr Russell Shields
•
Ms Allison Gallaugher (Executive Director)
The qualifications and experience of the members of the Committee are
set out on the Company’s website and in the Annual Report. The number of
times the committee met throughout a period and the individual attendances
of the members at those meetings are disclosed in the Annual Report.
61 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Recommendation 7.2
The Board or a committee of the Board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and that
the entity is operating with due regard to the risk appetite set by
the board; and
disclose in relation to each reporting period, whether such a
review has taken place
Yes
The Audit and Risk Management Committee Charter tasks the Committee
with the responsibility for reviewing and monitoring the Company’s risk
management framework to provide assurance that major business risks are
identified, consistently assessed and appropriately addressed. The Charter
requires the Committee to undertake a review of the Company’s risk
management framework with management (at least once annually) to
satisfy itself that Aquis Entertainment’s risk management framework
continues to be sound, to determine whether there have been any changes
in the material business risks the entity faces and to ensure that they remain
with the risk appetite set by the Board.
During the year Management conducted various risk reviews of aspects of
the operations in connection with COVID-19. An annual review of the
Company’s risk management framework and risk registers was also
performed.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
if it does not have an internal audit function, that fact and the
processes it employs for evaluating and continually improving the
effectiveness its governance, risk management and internal control
processes.
Yes
The Company does not have an Internal Audit function. The Board is of
the view that the Company’s’ size and scale does not currently support an
independent internal audit function. The Board from time to time may utilise
external parties to undertake internal audit control reviews.
The Audit and Risk Management Committee Charter sets out the processes
the Committee employs to oversee the Company’s risk management
framework. The Company’s operational subsidiary, Casino Canberra Limited,
also maintained a robust risk management framework related to all
operational matters as required under the relevant casino legislation,
during the period under review and immediately prior to its sale on 3 January
2022, including the maintenance of a risk register identifying relevant
operational risks and recording proposed solutions and risk management
procedures where appropriate.
62 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Recommendation 7.4
A listed entity should disclose whether it has any material
exposure to economic, environmental and social sustainability
risks and, if it does, how it manages or intends to manage those
risks.
Yes
The Company’s exposure to economic, environmental and social sustainability
risks and the way it manages or intends to manage mitigate those risks is set
out in the Annual Report.
63 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
Principle 8: Remunerate fairly and responsibly
Recommendation 8.1
The Board of a listed entity should:
(a) have a remuneration committee which:
(i)
has at least three members, a majority of whom are
independent Directors; and
(ii)
is chaired by an independent Director,
and disclose:
(iii)
the charter of the committee;
(iv)
the members of the committee; and
(v)
as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose that
fact and the processes it employs for setting the level and
composition of remuneration for Directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
Yes
The Remuneration and Nomination Committee had three members, two of
whom were independent Directors, until Mr Chow resigned on 6 April 2022,
thereafter, the Committee consisted of two independent Directors and one
non-independent executive director. The Committee is chaired by an
independent Director. A copy of the Committee Charter may be viewed on
the Company’s website.
The names of the Committee Members are as follows:
•
Mr Mark Purtill (Chair)
•
Mr Russell Shields
•
Ms Allison Gallaugher (Executive Director)
The qualifications and experience of the members of the Committee are
set out on the Company’s website and in the Annual Report. The number
of times the committee met throughout a period and the individual
attendances of the members at those meetings are disclosed in the Annual
Report.
Recommendation 8.2
A listed entity should separately disclose its policies and practices
regarding the remuneration of non-executive directors and the
remuneration of executive directors and other senior executives.
Yes
The Remuneration and Nomination Committee is tasked with developing
policies and practices regarding the remuneration of non-executive Directors
and the remuneration of executive Directors and other senior executives
and ensure that the different roles and responsibilities of non-executive
Directors compared to executive Directors and other senior executives are
reflected in the level and composition of their remuneration.
64 / 68
RECOMMENDATIONS (4th EDITION)
COMPLY
EXPLANATION
These policies and practices are disclosed in the Company’s Annual Report at
pages 9 to 12.
Recommendation 8.3
A listed entity which has an equity-based remuneration
scheme should:
(a) have a policy on whether participants are permitted to enter
into transactions (whether through the use of derivatives or
otherwise) which limit the economic risk of participating in the
scheme; and
(b) disclose that policy or a summary of it.
Yes
The Company has established an equity–based remuneration scheme (Plan).
The Plan rules specifically prohibit participants from entering into transactions
(whether through the use of derivatives or otherwise) which limit the economic
risk of participating in the Plan.
The Company’s Securities Trading Policy also prohibits participants in any such
scheme from entering into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of participating in the
scheme.
A copy of the Securities Trading Policy can be viewed on the Company’s
website.
65 / 68
SHAREHOLDER INFORMATION AT 15 March 2023
Shareholder Information required by the Australian Securities Exchange Limited (ASX) Listing Rules
and not disclosed elsewhere in the Report is set out below.
Number of security-holders
There were 698 holders of ordinary shares (quoted and unquoted) in the Company. This is the only
class of equity securities.
Twenty Largest Shareholders
Name
Balance as at
14-03-2023
%
AQUIS CANBERRA HOLDINGS (AUS) PTY LTD
163,871,874
88.512%
MR PAUL JOSEPH MANKA
1,325,079
0.716%
GLOBAL EXPORTERS LIMITED
1,200,000
0.648%
LANDSEC PTY LTD
797,999
0.431%
TARALAKE PTY LTD
790,329
0.427%
LANDSEC PTY LTD
646,800
0.349%
MR JOHN HAMILTON
442,000
0.239%
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
344,305
0.186%
MR STEPHEN SCOTT & MRS KARINA SCOTT
343,450
0.186%
MR NATHAN TIMOTHY OWEN
300,428
0.162%
MR GARY STANLEY SWIFT & MRS KAYLEEN LESLIE SWIFT
250,000
0.135%
MR MARK TOMLINSON & MRS KRISTINA LEIGH TOMLINSON
240,000
0.130%
CALDERA HOUSE PTY LTD
235,295
0.127%
MISS HYOJIN KWON
215,438
0.116%
MRS ZHI CHEN
211,656
0.114%
MAXLEK PTY LTD
210,000
0.113%
MARLU BUSINESS GROUP PTY LTD
203,392
0.110%
DI BATTISTA INVESTMENTS PTY LTD
200,000
0.108%
CITICORP NOMINEES PTY LIMITED
182,604
0.099%
MS GANGABODA ARACHCHIGE TILLEKERATNE & DR WIDANA
PUSHKARA EPA
172,413
0.093%
Total Securities of Top 20 Holdings
172,183,062
93.001%
Total of Securities
185,141,050
66 / 68
Distribution of Shareholders
Quoted Securities
Range
Total Holders
Shares
% Issued Capital
1-1000
42
21,860
0.010
1,001-5,000
154
429,106
0.230
5,001-10,000
130
1,152,381
0.620
10,001-100,000
340
9,719,397
5.250
100,001 and above
32
173,818,306
93.880
Totals
698
185,141,050
100.000
Substantial Shareholders
The number of securities held by substantial shareholders and their associates are set
out below:
Name
Fully paid ordinary
shares
%
AQUIS CANBERRA HOLDINGS (AUS) PTY LTD
163,871,874
88.512%
Voting Rights
Ordinary Shares
Every holder of ordinary shares has the right to receive notices of, to attend and to vote at
general meetings of the Company. On a show of hands every shareholder present at a
meeting in person or by proxy, attorney or representative is entitled to one vote and upon
a poll each share is entitled to one vote.
Unmarketable parcels
There were 17 holders of less than a marketable parcel of shares based on the closing market price of
$0.155 at the specified date.
67 / 68
CORPORATE DIRECTORY
Company
Aquis Entertainment Limited
ABN 48 147 411 881
21 Binara Street
Canberra ACT 2601
www.aquisentertainment.com
Registered Office and Place of Business
21 Binara Street
Canberra ACT 2601
Telephone: +61 2 6257 7074
Directors
Mr Russell Shields (Independent Non-Executive Director) (Chairman)
Mr Mark Purtill (Independent Non-Executive Director)
Mr Thomas Pickett (Non-Independent Non-Executive Director)
Mr Simon Chan (Non-Independent Non-Executive Director)
Company Secretary
Ms Kim Michelle Bradley-Ware
Auditors
RSM Australia Partners
GPO Box 200
Canberra ACT 2601
Share Registry
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
Stock Exchange Listing
Australian Securities Exchange Limited
Home Exchange – Melbourne
ASX Code: AQS
68 / 68