2009 l Annual Report www.aspermont.com For personal use only contents 01 Board of Directors 14 Corporate Directory 02 The Year in Review 15 Directors’ Report 03 CEO’s Report 25 Corporate Governance Report 04 Financial Highlights 27 Auditor’s Independence Declaration 05 London Calling 28 Financial Statements 06 Company Profile 33 Notes to the Financial Statements 08 Channels and Services 73 Directors’ Declaration 10 Associated Companies 74 Independent Auditor’s Report 11 The Leadership Team 76 Additional Information 12 The Newsroom 78 Notes Directors Andrew Leslie Kent John Stark Lewis George Cross Company Secretary Henry Thong Officers Colm O’Brien – Chief Executive Officer, Group David Nizol – Chief Executive Officer (UK) Chris Bond – Chief Operating Officer Mark Davies – Group Strategy Henry Thong – Chief Financial Officer Registered Office 613-619 Wellington St, Perth WA 6000 Telephone: (08) 6263 9100 Facsimile: (08) 6263 9148 Postal Address PO Box 78, Leederville WA 6902 Website www.aspermont.com Share Registry Advanced Share Registry Services 110 Stirling Hwy, Nedlands WA 6009 Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871 Bankers ANZ Banking Group Limited 7/77 St Georges Terrace Perth WA 6000 Solicitors Steinepreis Paganin Level 4, Next Building 16 Milligan St, Perth WA 6000 Auditors MSI Marsdens 565 Hay St, Daglish WA 6008 t r o p e R l a u n n A l 9 0 0 2 For personal use only board of directors Chairman’s Review Dear Shareholders, Your Board would like to take this opportunity to thank you for your kind support during the past 12 months. Fiscal year 2008-09 saw unprecedented volatility in global financial markets with downward pressure sending national economies into recessionary freefall. Against a backdrop of uncertainty, collapsing spends in online advertising, and the subsequent failings of one-time media giants, Aspermont chose its course and successfully navigated the storm. Income challenges were met with prudent management, optimisation of assets and driving product efficiency. All the Group’s mainstay and long-term revenue plays were well equipped throughout the year and offered protection for the development of new income sources. The Group delivered yet another year of revenue and underlying earnings growth. Debt/equity levels were reviewed, a new balance struck and consolidation in our banking relationship was found. Management was kept busy with the Group’s three new media investments: Aspermont UK (formerly MCL), Kondinin Group (Aus) and Tonkin Corporation (Aus/US). New footholds in both hemispheres brought advances in the Group’s heartland industries, while partnerships closer to home yielded sectoral diversification. A widening global footprint, deeper product base and market risk mitigation were fully aligned with the corporate objectives. On the domestic front, new IT builds in systems and processes have been successfully concluded with productivity gains now being realised across the Group, which will continue in the coming years. During the last period your chairman also took a more proactive step in the development of the Group’s general investment portfolio in actively taking board position with each of the most strategic Aspermont assets. Overall it has been a challenging but rewarding year. Looking back, having experienced powerful growth in people, assets, revenue and profits over the past eight years, the opportunity for some focused introspection has left us on a stronger footing and well poised for the years to come. As the markets recover, we will be fast out the traps and I do not rule out further acquisitions. Over the next 12 months I expect continued build in revenue, improving profitability (both in volume and margins), and a very strong focus on growing our global audience. Boards are human, conditions do change and share prices rise and fall. Yet sustained positive results, eight years of revenue and profit growth, continual expansion in sectors and reach – even in the bleakest of times – does deserve some attention. In conclusion and due to expectations for the current year, your Board is pleased to signal a return to dividend payments with a special interim dividend, having taken a prudent line on the matter during 2008-09. Yours sincerely, Andrew Kent Chairman t r o p e R l a u n n A l 9 0 0 2 1 For personal use only the year in review • Underlying EBITDA increased from $4.2 million to $4.7 million on a revenue lift of $5.4 million to $24.7 million. • Apart from the closure/scale-back of non-performing products, Australia and the UK delivered healthy gross margins (weighted average) of 19%. • Overall monthly readership/visitor numbers have increased by 64% year-on-year. • Launch of print, online, search and conference bundle packages, to better address clients’ needs for integrated media solutions across markets. • Mines and Money Gulf was launched in Dubai in March 2009, and proved successful and profitable. • Aspermont UK continues to launch numerous events catering for the international mining and finance sector. • Introduced print suppliers guides for the oil and gas, and mining and construction sectors, providing value-added content for readers and additional advertising revenue for the company. • Aspermont recently entered a joint venture with AusBiotech to build on its existing online news service for the life sciences industry, BioTechnologyNews.net, which will deliver an enhanced product and significant cost savings. • RESOURCESTOCKS magazine merged with United Kingdom-based publication World Mining Stocks. This has delivered significant cost savings and an enhanced global product. • Continued to invest significantly in internal infrastructure, with the implementation of new production and subscription systems, which delivered immediate, bottom-line results. • Launch of Excellence in Industrial and Commercial Water in Melbourne with environment partner WME Media, providing the only dedicated event to business water users in Australia. Aspermont also consolidated its equity interest in Resourceful Events from 80% to 100%. • Tonkin Corporation has continued its growth, in particular through expansion of the Australian operations and a recent launch into the Southeast Asia market. • Entered a strategic partnership with Kondinin Group and the Grain Growers Association (GGA), aimed at developing and growing the businesses. t r o p e R l a u n n A l 9 0 0 2 2 For personal use only ceo’s report Dear Fellow Shareholders, I am pleased to present to you my report on operations for the year ended 30 June 2009, and to reflect on the many changes the company has undergone. This financial year has been a testing time for all companies, with those in the media sector being particularly affected. The sudden demise in business sentiment and the global recession had an impact on top line revenue and reported profit. It is important to note that the underlying performance of Aspermont has shown considerable resilience to the downturn, driven by our large global presence and access to increased resources and economies of scale. We have also implemented an extensive cost-cutting exercise driven by successful implementation of IT projects and a reduction in the number of developing products. Most importantly, our ability to innovate new revenue streams at reduced costs has been a significant step forward for the business. The overall results show an increase in revenue and in underlying EBITDA, after non-recurring costs have been removed. With Aspermont’s extensive portfolio of print, online and conference offerings, we have been able to address our clients’ needs in a more consultative manner by providing media solutions across media channels and markets. This ability is a key platform for growth for all our revenue streams and is complemented with an increasing number of new product offerings to ensure we can best service our clients. One of the most exciting improvements this year has been the 64% increase in the overall size of our readership database. This has been achieved notwithstanding a reduction in our overall marketing budgets. Our developing products SuperLiving and Search have demonstrated that we have the ability to continue to grow our readership, particularly in the online space. The conversion of our database to revenue remains core to Aspermont’s continued success. With the first quarter of this financial year nearing completion, I am encouraged by the signs of recovery, and optimistic that the worst is behind us. Aspermont is better positioned for the current market, and continues to demonstrate ingenuity and resilience when faced with all challenges. During the year, the Board reviewed the “Principles of Good Corporate Governance and Best Practice Recommendations” as issued by the ASX Corporate Governance Council, and initiated various improvements to enhance its governance framework. The announcement of new directors will greatly assist in both our strategic direction and in furthering the overall corporate promotion of our business. Finally, I would like to take the opportunity to thank all staff who continue to drive forward all aspects of the group, including the staff who unfortunately we had to let go this year. Our culture is to foster personal development and ensure that we can continue to create opportunities for our staff to progress their careers with Aspermont Limited. In conclusion, allow me to thank again the staff and management, our loyal readership and advertising base, and of course all our loyal shareholders. I remain confident that the business will continue to outperform this financial year albeit in more volatile markets. I look forward to providing updates as we progress through this financial year. Yours sincerely, Colm O’Brien Chief Executive Officer, Group t r o p e R l a u n n A l 9 0 0 2 3 For personal use only financial highlights Reported Normalised* Reported Normalised* t r o p e R l a u n n A l 9 0 0 2 *Adjusted for non-recurring items For personal use only london calling Dear Fellow Shareholders, How things have changed in the past 12 months! When we here at Aspermont UK sat down early in February 2008 to set out the parameters for the 2008-09 budgetary process, little did we know what awaited us. We had been aware of Northern Rock’s slide the previous autumn, but like the rest of the planet, we did not realise this was a portent of what was to come. Diligently we looked at each profit centre, the scope, opportunity, margin and the prerequisite investment required for each, then we added new product and drilled down into costs across the whole business. The planned underlying EBITDA lift was an impressive 25% against 2007-08. At the end of August 2008, four months into the new financial year, revenues were on target, costs were 5% below budget (and 4% down on the previous year), and operating profit, cumulatively, was comfortably ahead of budget. Then the financial crisis took hold. We decided on a two-pronged approach. First was to revisit all costs and minimise. The one caveat here was that quality would not be compromised. Among others, all discretionary spend was reviewed. Through increased internal productivity, we were able to significantly reduce freelance/contributor spend. Outsourced services such as telemarketing, design bureau and event website creation were brought in-house. All recruitment was embargoed. Second was to look at revenue creation. None of the following were in the original 2008-09 budget submission. In March 2009, we ran our first Mines and Money Gulf in Dubai. It was an unqualified success. We also set the foundations for a London-based Russia and CIS Symposium (June 2009), a Mining in a Day series (started in February 2009) and a Mining Magazine Congress (October 2009) in Niagara-on-the-Lake, Ontario. We are well advanced with plans for a China Symposium in London next spring, and Mines and Money Beijing next June. We also introduced portfolio sales opportunities for our clients and added value to many of our offerings. The result was that we ended the year relatively strongly. Recorded revenues were £5.3 million, 16% down against 2007-08, costs were down by 9% and EBITDA finished at £1.1 million with a margin of 20.7%. The current year has started well. We are on plan after three months, the forward booking position for our publications up to December 2009 is strong, and we are more than 70% pre-booked for Mines and Money London (in December 2009). Mining in a Day is going international, with a seminar in Denmark planned, and we are about to open a Beijing office. The Geo Drilling Show (with a new Ground Source dimension) next April is already showing a healthy booking position. We are relaunching the 20:20 Investor Series, renaming it Mining Journal Investor Seminars, and running a Mining Environmental Seminar just before the Prospectors & Developers Association of Canada (PDAC) International Convention in March next year in Toronto. In addition, increased investment in our Virtual Exhibition proposition is underway, and further integration of processes and product with Aspermont in Australia , specifically the subscription management system, the sales approach and global online amalgamation, is imminent. It has been very pleasing to have really deepened the relationship between the two operations, particularly at the CEO levels and right through to each department. And last, but certainly not least, we have acquired additional quality personnel over the past 15 months. We look forward to another challenging year with gusto. Yours sincerely, David Nizol Chief Executive Officer Aspermont UK t r o p e R l a u n n A l 9 0 0 2 5 For personal use only company profile Aspermont specialises in the production of information services for the Business to Business (B2B) and Business to Consumer (B2C) markets, delivered through print, conferencing and online media channels. This “Information for Industry” approach remains core to our company vision. The charts on the right show that we continue to diversify our delivery channels and see incremental revenue in all three channels. Aspermont offers its readers independent and newsworthy insight into carefully selected target markets, while offering its advertising partners end-to-end, targeted marketing solutions. These are complemented with a suite of additional services, including industry-specific search engines, archives and directories, tailored editorial facilities and graphic design capability. We operate directly or through associated companies in the following sectors: • Mining • Oil & Gas • Construction • Consumer • Environment • Agriculture • Life Sciences • Financial Services & Superannuation • Compliance & Government Affairs 2005 Print Online Events 2009 Print Online Events 2012 Print Online Events t r o p e R l a u n n A l 9 0 0 2 6 For personal use only Aspermont continues to grow across channels, and to build its revenue and underlying profits. It is worth noting, however, that the company’s underlying vision of creating exponential growth in readership remains consistent. We have placed a target of one million readers within the next three years. The graph below illustrates this plan. The premise of this is that our experience in database build, in particular online functionality and marketing, will allow us to quickly expand across sectors and borders. The main driver for this lofty target is the work presently being undertaken across the group in terms of next generation portal technologies and creating a functionally rich environment for our ever increasing readership. Audience Build ) s d n a s u o h T ( s r e d a e R y l h t n o M e g a r e v A 200 175 150 125 100 75 50 25 0 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 t r o p e R l a u n n A l 9 0 0 2 7 For personal use only channels and services Print Aspermont produces 13 in-house publications, and several other publications in partnership with external agencies. In the past year, Aspermont produced more than 150 issues. The group has almost 175 years of print publishing experience through Mining Journal, which was founded in 1835. Aspermont’s print publications provide comprehensive and up- to-date news, reviews and surveys. The products continue to be acknowledged as leaders in their respective sectors, due to the high standard of journalism, competitive pricing and continually refreshed content. Suppliers Guides Aspermont recently launched annual suppliers guides for each of its key sectors. Each guide contains comprehensive listings of the industry’s suppliers, arranged into product and service categories. As important industry reference tools, the suppliers guides are also a cost-effective advertising opportunity. t r o p e R l a u n n A l 9 0 0 2 8 For personal use only Online Aspermont currently produces 10 online news services, delivering more than 500,000 email bulletins direct to readers’ desktops each week. Aspermont’s online publications are renowned for their news presentation, quality and scope of reporting. During the year, the company enhanced its online offerings for readers and advertisers, with the introduction of Used Equipment, General Appointments, Online Surveys and several other initiatives. SuperLiving, Aspermont’s publication for consumers in the over-45 age group, continued to grow its readership base, doubling its readers during the financial year. Industry Specific Search Engines Aspermont offers four vertical search engines that correlate directly with the company’s key business sectors. The engines are aimed at increasing user and organisational productivity, by enabling faster and more accurate industry search analyses. Vertical search also offers advertisers increased return on investment by connecting them with a highly targeted and involved audience. Conferences Organised by Aspermont UK, Mines and Money delivers leading global mining investment events, held annually in London, Hong Kong and the Gulf region. Aspermont’s Australian events division, Resourceful Events, has delivered more than 30 resource investment conferences and seminars since it was established in 2005. The Excellence series of conferences are already regarded as leaders in their field. Formerly the 20:20 Investor Series, these half-day resource investment seminars were recently relaunched as Mining Journal Investor Seminars. These seminars focus on a specific commodity or region and are held throughout the year in Sydney and London. t r o p e R l a u n n A l 9 0 0 2 9 For personal use only associated companies Resourceful Events Resourceful Events’ specialty is the design and management of investment-focused events, to help foster business relationships and generate new business opportunities in the local and international resources sector. Aspermont fully acquired Resourceful Events in 2009. www.resourcefulevents.com Tonkin Corporation Founded in 2000, Tonkin Corporation provides trend-based conferences and seminars on legal services, financial services, property, human resources, mining and energy. The company owns more than 100 events, which are held in Australia, New Zealand, Singapore and the United States. Tonkin Corporation is 49% owned by Aspermont. www.tonkincorporation.com WME Media WME Media is Australia’s leading environmental publisher, providing coverage of environmental news, events and issues. Aspermont’s partnership with WME has enabled the companies to pursue new market opportunities in this rapidly growing sector. These include the launch of the Excellence in Industrial and Commercial Water conference in Sydney and Licence to Operate (LTO), a supplement produced twice a year that focuses on environmental best practice in mining. WME is 30% owned by Aspermont. www.wme.com.au Kondinin Group Established in 1955, Kondinin Group has grown to become Australia’s leading agriculture information provider and independent farm improvement group. Kondinin publishes Farming Ahead magazine and provides training, consulting and contract publishing services. The Kondinin Group has recently merged with the Grain Growers Association, which is also a shareholder of Kondinin Information Services. This significant step will greatly increase market representation and increase membership access to more than 30,000. Aspermont is purchasing 50% Kondinin Information Services through a working capital investment program. www.kondinin.com.au Corporate Intelligence and Communications (CIC) CIC was incorporated in 2007 to provide corporate services to Aspermont’s business partners and the broader market. The scope of CIC’s business includes corporate advisory, public relations and marketing. www.corporateic.com t r o p e R l a u n n A l 9 0 0 2 10 For personal use only the leadership team Colm O’Brien Chief Executive Officer, Group David Nizol Chief Executive Officer Aspermont UK Chris Bond Chief Operating Officer Rob Barrowman Publishing Director Aspermont UK Henry Thong Chief Financial Officer & Company Secretary Chris Hinde Editorial Director Aspermont UK Mark Davies Group Strategy t r o p e R l a u n n A l 9 0 0 2 11 For personal use only the newsroom t r o p e R l a u n n A l 9 0 0 2 12 For personal use only t r o p e R l a u n n A l 9 0 0 2 13 For personal use only corporate directory Directors Andrew Leslie Kent John Stark Lewis George Cross Company Secretary Henry Thong Officers Website www.aspermont.com Share Registry Advanced Share Registry Services 110 Stirling Hwy, Nedlands WA 6009 Telephone: (08) 9389 8033 Facsimile: (08) 9389 7871 Colm O’Brien – Chief Executive Officer, Group David Nizol – Chief Executive Officer (UK) Chris Bond – Chief Operating Officer Mark Davies – Group Strategy Henry Thong – Chief Financial Officer Bankers ANZ Banking Group Limited 7/77 St Georges Terrace, Perth WA 6000 Registered Office 613-619 Wellington St, Perth WA 6000 Telephone: (08) 6263 9100 Facsimile: (08) 6263 9148 Postal Address PO Box 78, Leederville WA 6902 Solicitors Steinepreis Paganin Level 4, Next Building 16 Milligan St, Perth WA 6000 Auditors MSI Marsdens 565 Hay St, Daglish WA 6008 t r o p e R l a u n n A l 9 0 0 2 14 For personal use only For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities directors’ report Your directors present their report on the consolidated entity (referred to hereafter as the Group) consisting of Aspermont Limited and the entities it controlled at the end of, or during, the year ended 30 June, 2009. Directors The following persons were directors of Aspermont Limited during the whole of the financial year and up to the date of this report: A.L. Kent J. Stark L.G. Cross Principal activities The Group’s principal activities during the year were to develop and grow its various industry-leading mastheads through a combination of print, online and conference media channels. Operating results The consolidated operating loss after tax was $0.484 million (2008: profit $2.345 million). Dividends No dividend has been declared for the year (2008: 0.13c per share). Review of operations This year has been a difficult trading year in the media industry both locally and globally. The sharp downturn in the mining and construction sectors in particular has affected our sales. The business has adjusted by completing a strategic review of its products and overheads during the year. The consequence has been the closure of all marginal products and a significant scale-back of development products as they approach a natural footing from which they can progress on a stand-alone basis. The review also saw a reduction of overheads which is appropriate for the economic condition. The advancement and implementation of a number of IT development projects will assist in margin management and future growth. The financial impact of non-recurring costs was $2.8 million in 2009 and will not recur in 2010. The intellectual capital and core infrastructure remains in place, therefore the ongoing program to develop future revenue drivers can restart when conditions allow. The negative sentiment in the stock market has temporarily set back the Company’s portfolio valuations notwithstanding the positive progress made to realise value in the underlying assets. Group revenue has grown by $5.5 million after taking into account the full year impact of the UK acquisition. Apart from the impact of non-recurring costs, this improvement is also reflected in an improved underlying EBITDA to $4.7 million compared to $4.2 million in the prior year. The cost of debt for the UK acquisition has weighed on the net profit. The net assets of the consolidated group are $19.3 million (2008: $19.8 million) after a rigorous testing of asset values for impairment resulted in write-downs of $0.8 million. The recently completed non-renounceable rights issue and private placement will contribute to reducing the Company’s debt exposure which is prudent for the times. Significant changes in the state of affairs The significant changes in the state of affairs of the Group during the financial year are outlined in the preceding review of operations. t r o p e R l a u n n A l 9 0 0 2 15 For personal use only directors’ report For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities Matters subsequent to the end of the financial year A rights issue occurring in August 2009 at 15 cents per share resulted in contributed equity increasing by $1.8 million (from 217,358,509 shares to 229,377,159 shares). Following the rights issue was a private placement also at 15 cents per share which resulted in contributed equity increasing by $1.1 million (being 7.4 million issued shares). The net cash received from this capital raising was used principally to repay borrowings that were undertaken to finance the purchase of Mining Communications Limited (now Aspermont UK Limited) in March 2008. Additional cash was used for working capital. Except for the above, no other matter of circumstance has arisen since 30 June 2009 that has significantly affected, or may significantly affect: (a) (b) (c) The Group’s operations in future financial years; or The result of those operations in future financial years; or The Group’s state of affairs in future financial years. Likely developments and expected results of operations The Company expects to diversify into the agricultural sector through the joint venture with the Kondinin Group during the course of the year. Further information on likely developments in the operations of the Group and the expected results of operations have not been included in this annual financial report because the directors believe it would be likely to result in unreasonable prejudice to the Group. Environmental regulations Environmental regulations do not have any impact on the Group, and the Group is not required to report under the National Greenhouse and Energy Reporting Act 2007. Information on directors A.L. Kent AAICD Chairman non-executive. Age 62 Experience and expertise Mr. Kent is an experienced business manager and corporate advisor with over 30 years experience in international equities and media. Mr. Kent was the CEO of Aspermont Limited from 2000 to 2005 and holds considerable knowledge of its products and the market landscape. Mr. Kent joined the Board in 1998. Other current directorships Mr. Kent holds directorships in Magyar Mining LLC (since 2008), Water Resources Group Pty Ltd (since 2007), New Guinea Energy NL (since 2009) and Excalibur Mining NL (since 2009). Mr. Kent is a member of the Australian Institute of Company Directors. Former directorships in last 3 years None Special responsibilities Chairman of the Board Interest in shares and options 116,925,000 ordinary shares in Aspermont Limited 9,000,000 options over ordinary shares in Aspermont Limited t r o p e R l a u n n A l 9 0 0 2 16 For personal use only J. Stark AAICD Non-executive director. Age 63 Experience and expertise Mr. Stark is an experienced business manager with experience and interests across various listed and unlisted companies. Mr. Stark has been a member of the Board since 2000. Other current directorships None Former directorships in last 3 years None Special responsibilities Chairman of Remuneration Committee Interest in shares and options 24,656,093 ordinary shares in Aspermont Limited L.G. Cross B.Com, CPA, FAICD Non-executive director. Age 61 Experience and expertise Mr. Cross is the principal of the accounting firm CrossCorp Accounting. Mr. Cross has been a member of the Board since 2000. Other current directorships Polaris Metals NL (since 1998) Golden State Resources NL (since 2006) White Canyon Uranium Ltd (since 2007) Special responsibilities Chairman of Audit & Risk Committee Former directorships in last 3 years None Interest in shares and options 1,700,000 ordinary shares in Aspermont Limited The above directors have been in office since the start of the financial year to the date of this report unless otherwise stated. Company Secretary The Company Secretary is Mr. H. Thong, B.Comm, MBA, FCPA. Mr. Thong was appointed to the position of Company Secretary in 2008. Mr. Thong is concurrently the Chief Financial Officer (appointed July 2007) and has extensive financial management and corporate governance experience in prior roles. t r o p e R l a u n n A l 9 0 0 2 17 For personal use only directors’ report For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities Meetings of directors The number of meetings of the Company’s Board of Directors and of each Board committee held during the year ended 30 June 2009, and the number of meetings attended by each director were: Full meetings of directors Meetings of committees Audit & Risk Remuneration A 4 4 4 B 4 4 4 A 2 ** 2 B 2 ** 2 A 1 1 ** B 1 1 ** A. Kent J. Stark L. Cross A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year ** = Not a member of the relevant committee Remuneration report (Audited) The remuneration report is set out under the following main headings: A Principles used to determine the nature and amount of remuneration B Details of remuneration C Service agreements D Share-based compensation E Additional information A) Principles used to determine the nature and amount of remuneration The objective of the Group’s executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framework aligns executive reward with achievement of strategic objectives and the creation of value for shareholders, and conforms with market practice for delivery of reward. The Board ensures that executive reward satisfies the following criteria for good reward governance practices: • competitiveness and reasonableness; • acceptability to shareholders; • performance linkage/alignment of executive compensation; • transparency. In consultation with external remuneration consultants, the Group has structured an executive remuneration framework that is market competitive and complementary to the reward strategy of the organisation. Alignment to shareholders’ interests: • has economic profit as a core component of plan design; • focuses on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering constant return on assets as well as focusing the executive on key non-financial drivers of value; • attracts and retains high-calibre executives. Alignment to program participants’ interests: • rewards capability and experience; • reflects competitive reward for contribution to growth in shareholder wealth; • provides a clear structure for earning rewards; • provides a recognition for contribution. t r o p e R l a u n n A l 9 0 0 2 18 For personal use only The framework provides a mix of fixed and variable pay, and a blend of short and long-term incentives. As executives gain seniority within the Group, the balance of this mix shifts to a higher proportion of “at risk” rewards. The Board has established a Remuneration Committee which provides advice on remuneration and incentive policies and practices, and specific recommendations on remuneration packages and other terms of employment for executives directors, other senior executives and non-executive directors. Non-executive directors Fees and payments to non-executive directors reflect the demands which are made on, and the responsibilities of, the directors. Non-executive directors’ fees and payments are reviewed annually by the Board. The Board has also considered the advice of independent remuneration consultants to ensure non- executive directors’ fees and payments are appropriate and in line with the market. The Chair’s fees are determined independently to the fees of non-executive directors based on comparative roles in the external market. The Chair is not present at any discussions relating to the determination of his own remuneration. Directors’ fees The current base remuneration was last reviewed with effect from 1 July 2009. The non executive directors’ fees are inclusive of committee fees. The following fees have applied: From 1 July 2009 From 1 July 2008 to 30 June 2009 Base Fees Chair Other non-executive directors 125,000 48,000 119,415 48,000 Executive pay The executive pay and reward framework has three components. The combination of these comprises an executive’s total remuneration. The Group intends to revisit the incentives during the year ending 30 June 2010. Base Pay This is structured as a total employment cost package which may be delivered as a combination of cash and prescribed non-financial benefits at the executives’ discretion. Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. External remuneration consultants provide analysis and advice to ensure base pay is set to reflect the market for a comparable role. Base pay for executives is reviewed annually to ensure the executive’s pay is competitive with the market. An executive’s pay is also reviewed on promotion. There are no guaranteed base pay increases in an executive’s contracts. Benefits Executives receive benefits including health insurance, car allowance and financial planning services. Superannuation Executives are paid the statutory contribution of 9%. Executives may elect to sacrifice base pay into superannuation at their discretion. Short-term incentives (STI) The STI target annual payment is reviewed annually against a combination of profit targets, strategic and operational objectives. Each executive STI is tailored to the achievement of objectives under that executive’s direct sphere of influence. The use of profit targets ensures variable reward is only available when value has been created for shareholders and when profit is consistent with the business plan. The incentive pool is approved by the Remuneration Committee. Long-term incentives Long-term incentives are provided to certain employees to incentivise long-term objectives and tenure. t r o p e R l a u n n A l 9 0 0 2 19 For personal use only directors’ report For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities B) Details of remuneration Amounts of remuneration Details of the remuneration of the directors, the key management personnel of the Group (as defined in AASB 124 Related Party Disclosures) and specified executives of Aspermont Limited and the Aspermont Limited Group are set out in the following tables. The key management personnel of the Group are the directors of Aspermont Limited and the following executives: • C. O’Brien – Chief Executive Officer (Group) • D. Nizol – Chief Executive Officer Aspermont UK • H. Thong – Chief Financial Officer and Company Secretary • C. Bond – Chief Operating Officer • M. Davies – Group Strategy Key management personnel of the Group and other executives of the Company and the Group: 2009 Name Non executive directors A.L. Kent Chair J. Stark L.G. Cross Sub-total non executive directors Other key management personnel C.J. O’Brien D.F. Nizol H. Thong C. Bond M. Davies Total key management personnel compensation (Group) 2008 Name Non executive directors A.L. Kent Chair J. Stark L.G. Cross Sub-total non executive directors Other key management personnel C.J. O’Brien D.F. Nizol ** H. Thong ## C. Bond M. Davies * R. Hardwick # Total key management personnel compensation (Group) Short-term employee benefits Cash salary and fees Cash Bonus Non monetary benefits Post employment benefits Super- annuation Long-term benefits Long service leave Share-based payments Options Total 119,415 24,000 24,000 167,415 211,448 217,741 161,226 124,418 175,810 - - - - - - - - - - - - - 60,299 2,160 2,160 64,619 34,539 - 32,370 30,615 - 15,206 21,774 13,068 13,174 14,185 890,643 - 97,524 77,407 - - - - - - - - - - - - - - - - - - - 179,714 26,160 26,160 232,034 261,193 239,515 206,664 168,207 189,995 - 1,065,574 Short-term employee benefits Cash salary and fees Cash bonus Non monetary benefits Post employment benefits Super- annuation Long-term benefits Long-service leave Share-based payments Options Total 99,519 24,000 24,000 147,519 189,009 17,857 117,762 102,711 88,820 62,183 - - - - - - - - - - - - - 100,000 2,160 2,160 - 104,320 23,341 593 17,638 28,378 - - 17,011 1,984 10,599 9,244 7,994 5,596 - - - - - - - - - - - - - - - - 45,695 - - - 199,519 26,160 26,160 251,839 229,361 20,434 191,694 140,333 96,814 67,779 578,342 - 69,950 52,428 - 45,695 746,415 * Mr. Davies was appointed Head of Group Strategy on 19 November 2007. # Mr. Hardwick resigned as Chief Financial Officer on 12 May 2006 and remained as Company Secretary until 11 February 2008. ** Mr. Nizol joined the executive team on 26 March 2008, the date on which Mining Communications Limited was fully acquired by the Company. UK executive remuneration, paid in British pounds, has been converted to Australian dollars at the average exchange rate over the relevant reporting period from 26 March 2008 to 30 April 2008. ## Mr. Thong was appointed Chief Financial Officer on 30 July 2007 and appointed Company Secretary on 11 February 2008. t r o p e R l a u n n A l 9 0 0 2 20 For personal use only C) Service agreements On appointment to the Board, all non-executive directors enter into a service agreement with the Company in the form of a letter of appointment. The letter summarises the Board policies and terms, including compensation, relevant to the office of the director. Remuneration and other terms of employment for the Chief Executive Officer (Group) and other key management personnel are also formalised and are currently being reviewed by the Remuneration Committee. Each of these agreements provide for the provision of performance-related cash bonuses, other benefits including health insurance, car allowances and participation, when eligible, in Aspermont’s Executive Option Plan. Other major provisions of the agreements relating to remuneration are set out below. All contracts with executives may be terminated early by either party with three months notice, subject to termination payments as detailed below. C.J. O’Brien Chief Executive Officer (Group) • Term of agreement – commencing 3 October 2005 and ending 2 October 2010. • Base salary, inclusive of superannuation, for the year ended 30 June 2009 of $265,000 to be reviewed annually by the remuneration committee. • Payment of a termination benefit on early termination by the Company, other than for gross misconduct, equal to the base salary for the remaining term of the agreement. D.F. Nizol Chief Executive Officer (UK) • Term of agreement – ongoing, commencing 2 November 2005. • Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $231,515 (pro rata) to be reviewed annually by the remuneration committee. • Payment of a termination benefit on termination by the Company, other than for gross misconduct, equal to 6 months base salary. H. Thong Chief Financial Officer and Company Secretary • Term of agreement – ongoing, commencing 30 July 2007. • Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $208,200 (pro rata) to be reviewed annually by the remuneration committee. • Payment of a termination benefit on termination by the Company, other than for gross misconduct, equal to 6 months base salary. M. Davies Group Strategy • Term of agreement – ongoing, commencing 19 November 2007 • Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $201,840 (pro rata) to be reviewed annually by the remuneration committee. • Payment of a termination benefit on termination by the Company, other than for gross misconduct, equal to 6 months base salary. C. Bond Chief Operating Officer • Term of agreement – commencing 1 November 2006 and ending 30 October 2009 • Base salary, inclusive of superannuation, for the year ending 30 June 2009 of $188,500 (pro rata) to be reviewed annually by the remuneration committee. • Payment of a termination benefit on early termination by the Company, other than for gross misconduct, equal to the base salary for the remaining term of the agreement. t r o p e R l a u n n A l 9 0 0 2 21 For personal use only directors’ report For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities D) Share-based compensation Options Options over shares in Aspermont Limited are granted under the Aspermont Limited Executive Option Plan (EOP). The EOP is designed to provide long-term incentives for executives to deliver long-term shareholder returns. Under the plan, participants are granted options which only vest if certain performance standards are met and the employees are still employed by the Group at the end of the vesting period. Participation in the plan is at the Board’s discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. Once vested, the options remain exercisable for a period of two years. Options are granted under the plan for no consideration. Options granted under the plan do not carry dividend or voting rights until they are exercised. The exercise price of options is based on the weighted average price at which the Company’s shares are traded on the Australian Securities Exchange during the week up to and including the date of grant. Details of options over ordinary shares in the Company provided as remuneration to each director of Aspermont Limited and each of the key management personnel of the parent entity and the Group are set out below. When exercisable, each option is convertible into one ordinary share of Aspermont Limited. Further information on the options is set out in note 17 to the financial statements. Name Key management personnel of the Group C.J. O’Brien D.F. Nizol # H. Thong C. Bond M. Davies Number of options granted during the year Number of options vested during the year 2009 2008 2009 2008 - 1,910,718 - - - - - 500,000 - - - - - - - - - 500,000 - - # Mr. Nizol’s options contained vesting conditions related to the financial performance of Aspermont UK. The options did not vest in 2009 and were cancelled on 30 June 2009. The assessed fair value at grant date of options granted to the individuals is allocated equally over the period from grant date to vesting date, and the amount is included in the remuneration tables above. Fair values at grant date are independently determined using a Black-Scholes option-pricing model that takes into account the exercise price, the term of the option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk-free interest rate for the term of the option. Details of ordinary shares in the Company provided as a result of the exercise of remuneration options to each director of Aspermont Limited and other key management personnel of the Group are set out below. Name Key management personnel of the Group C.J. O’Brien D.F. Nizol H. Thong C. Bond M. Davies Date of exercise of options Number of ordinary shares issued on exercise of options 2009 2008 2009 2008 - - - - - - - - 16-Jun-08 - - - - - - - - - 250,000 - No amounts are unpaid on any shares issued on the exercise of options. t r o p e R l a u n n A l 9 0 0 2 22 For personal use only E) Additional information There were no performance-based bonuses paid in 2009. This is the end of the Audited Remuneration Report. Loans to/from directors and executives Information on loans to/from directors and executives, including amounts, interest rates and repayment terms are set out in note 20 to the financial statements. Shares under option Unissued ordinary shares of Aspermont Limited under option at the date of this report are as follows: Date of Issue Date of Expiry Exercise Price Number of Options 02/03/2007 01/07/2005 22/08/2007 01/10/2005 02/03/2010 30/06/2010 22/08/2010 30/09/2010 45.0c 22.5c 50.0c 22.5c 150,000 9,000,000 500,000 1,000,000 No option holder has any right under the options to participate in any other share issue of the Company or any other entity. Insurance of officers During the financial year, Aspermont Limited paid a premium to insure the directors and secretary of the Company and its Australia-based controlled entities. The liabilities insured are legal costs that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of entities in the Group, and any other payments arising from liabilities incurred by the officers in connection with such proceedings. Not included are such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else to cause detriment to the Company. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. Indemnity of auditors The Company has not, during or since the end of the financial year, given an indemnity or entered into an agreement to indemnify, or paid insurance premiums in respect of the auditors of the Group. Proceedings on behalf of the Company No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001. t r o p e R l a u n n A l 9 0 0 2 23 For personal use only directors’ report For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities Non-audit services The Company may decide to employ the auditor on assignments additional to their statutory audit duties where the auditor’s expertise and experience with the Company and/or the Group are important. The Board of Directors has considered the position and, in accordance with advice received from the audit committee, is satisfied that the provision of the non-audit services is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of non-audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the audit committee to ensure they do not impact the impartiality and objectivity of the auditor. • None of the services undermine the general principles relating to auditor independence as set out on APES 110 Code of Ethics for Professional Accountants. During the year the following fees were paid or payable for non-audit services provided by the auditor of the parent entity, its related practices and non-related audit firms: Consolidated 2009 $000 2008 $000 Other assurance services MSI Marsdens – CAB Audit 2 2 Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 27. Rounding of amounts The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. This report of the directors incorporating the remuneration report is made in accordance with a resolution of the Board of Directors. A.L. Kent Chairman Perth 29 September 2009 t r o p e R l a u n n A l 9 0 0 2 24 For personal use only For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities corporate governance report Corporate governance The primary role of the Aspermont Board (“Board”) is the protection and enhancement of long-term shareholder value. The Board is accountable to shareholders for the performance of the Company. It directs and monitors the business and affairs of the Company on behalf of shareholders and is responsible for the Company’s overall corporate governance. The Company is committed to a governance framework using the Australian Securities Exchange’s (ASX) “Principles of Good Governance and Best Practice Recommendations”. Full details regarding the Company’s corporate governance framework can be obtained from the corporate website at www.aspermont.com. The Company has complied with all the best practice recommendations of the ASX Corporate Governance Council for the year ended 30 June 2009 unless otherwise disclosed below: A company should lay solid foundations for management and oversight The Company has developed a Board charter that determines the functions reserved for the Board and those delegated to executive management. The Board charter includes executive appointments, strategic direction, monitoring performance, risk management, approval of business plans and budgets, and any other matter impacting business direction and shareholder interests. Executive responsibilities are clearly defined through job descriptions, delegated authority guidelines and monitored through regular performance appraisals. A company should structure the board to add value The departures from ASX recommendations are: i. Principle 2.1 Only one of the three directors is considered to be independent. ii. Principle 2.2 Chairman should be an independent director. Only a minority of the Board is independent. Mr. L.G. Cross is an experienced independent company director. He is the principal of the firm Crosscorp Accounting Services. Mr. A.L. Kent and Mr. J. Stark have material interests in the Company as shareholders. Both Mr. Kent and Mr. Stark have considerable industry and commercial experience and continue to provide guidance to the Company’s strategic direction. The Chairman, Mr. Kent, is the Company’s largest shareholder. Mr. Kent was the Chief Executive Officer of the Company from 2000 to 2005 and has considerable knowledge of the Company’s operations and products. The Board charter provides appropriate parameters to all board members on the scope and performance of their duties as custodians of shareholder interests. The Board is supported by the Remuneration Committee and Audit & Risk Committee which both support the Board in the discharge of Board responsibilities in specialist areas and whose respective committee charters allow for a high degree of external consultative involvement from independent advisors. The directors have full access to the regular financial reports and budgets of the Company. All members have unrestricted access to the Chairman, executive officers and, subject to prior consultation with the Chairman, may seek independent professional advice at the Company’s expense. The Board’s composition of three directors is currently appropriate to the size and scope of the Company in its present form. The Board regularly consults with external advisors on specialist matters reserved for the Remuneration and Audit & Risk Committees. The skills and experience of each board member are outlined within the Directors’ Report. t r o p e R l a u n n A l 9 0 0 2 25 For personal use only corporate governance report For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities A company should promote ethical and responsible decision making The Company has established policies regarding trading in securities by directors and executive officers. A code of conduct applies to all directors, executive officers and employees of the Company. A company should safeguard integrity in financial reporting A separate Audit & Risk Committee has been established to ensure the appropriate amount of diligence is applied to the areas of financial reporting, internal controls, compliance and risk. The Chief Executive Officer and Chief Financial Officer provide certifications that the Company’s financial reports are complete and present a true and fair view. A company should make timely and balanced disclosures The Company seeks to provide relevant and timely disclosure to shareholders in accordance with the Corporations Act 2001 and ASX Listing Rules. The Company Secretary is nominated to ensure the Company meets its obligations to the broader market for continuous disclosure. A company should respect the right of shareholders A robust communication structure is in place to ensure shareholders can access relevant and timely information through various mediums. All information disclosed to the ASX is posted on the Company’s website as soon as it is disclosed to the ASX. The Company’s website also has an option for shareholders to register their e-mail address for direct e-mail updates on company matters. A company should recognise and manage risk The Board, through the audit committee, is responsible for ensuring there are adequate policies in relation to risk management, compliance and internal control systems. In summary, the company policies are designed to ensure strategic, operational, legal, reputational and financial risks are identified, assessed, effectively and efficiently managed and monitored to enable achievement of the Group’s business objectives. A company should remunerate fairly and responsibly The Remuneration Committee of the Board whose scope includes obtaining independent input from external advisors determines remuneration levels for the Chairman and key executives with regard to market- based factors and achievement of performance targets. External advice is sought as necessary to ensure remuneration levels are fair and responsible having regard to the current size and scope of the Company. Full disclosure of remuneration to directors and executives of the Company are disclosed in the Remuneration Report. t r o p e R l a u n n A l 9 0 0 2 26 For personal use only For personal use only income statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities Consolidated The Company 2009 $000 2008 $000 Note 2009 $000 2008 $000 3 3 4 23,052 16,047 10,228 12,574 1,677 3,216 1,194 3,205 (10,503) (6,930) (4,848) (4,638) 14,226 12,333 6,574 11,141 (1,290) (700) (624) (690) (3,985) (1,649) (1,832) (1,487) (927) (506) (533) (435) Revenue from continuing operations Other income Cost of sales Gross profit Distribution expenses Marketing expenses Occupancy expenses Corporate and administration (3,304) (3,199) (1,875) (3,110) Finance costs Share-based payments (1,208) – (698) (46) (1,208) – (698) (46) Other expenses from ordinary activities (4,124) (3,109) (2,953) (2,892) Share of net profit in associates Profit from continuing operations before income tax expense Income tax revenue/(expense) relating to continuing operations 8 5 (14,838) (9,907) (9,025) (9,358) 70 881 – 881 (542) 3,307 (2,451) 2,664 58 (940) 578 (910) Profit/(loss) for the year (484) 2,367 (1,873) 1,754 Net profit/(loss) attributable to minority interests Net profit/(loss) attributable to equity holders of the parent entity – (22) – – (484) 2,345 (1,873) 1,754 Basic earnings/(loss) per share (cents per share) Diluted earnings/(loss) per share (cents per share) 26 26 (0.22) 1.17 (0.22) 1.14 t r o p e R l a u n n A l 9 0 0 2 28 The Income Statements should be read in conjunction with the notes to the Financial Statements. For personal use only For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities balance sheets CURRENT ASSETS Cash and cash equivalents Trade and other receivables Financial assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Trade and other receivables Financial assets Investments accounted for using the equity method Property, plant and equipment Deferred tax assets Intangible assets and goodwill Other TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Income in advance Borrowings Income tax payable TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Borrowings Deferred tax liabilities Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses Parent entity interest Outside equity interest Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 Note 19 6 7 6 7 8 11 5 12 9 13 14 15 5 15 5 16 17 797 1,897 2,045 4,739 1,028 6,758 2,526 1,363 905 31,327 – 43,907 1,422 4,492 4,065 9,979 806 3,608 2,456 1,225 161 31,183 15 39,454 403 970 2,045 3,418 465 1,780 4,065 6,310 1,630 29,198 1,563 26,286 2,243 2,456 1,154 883 2,292 – 37,400 991 139 2,292 15 33,742 48,646 49,433 40,818 40,052 5,986 2,188 30 411 8,615 6,117 2,390 360 – 8,867 4,355 825 30 – 5,210 3,975 1,090 37 – 5,102 15,186 5,400 144 20,730 15,211 5,438 100 20,749 17,268 1,508 144 18,920 13,796 1,343 100 15,239 29,345 29,616 24,130 20,341 19,301 19,817 16,688 19,711 46,285 692 (27,676) 19,301 – 46,285 651 (27,018) 19,918 (101) 46,285 664 (30,261) 16,688 – 46,285 668 (27,242) 19,711 – TOTAL EQUITY 19,301 19,817 16,688 19,711 The Balance Sheets should be read in conjunction with the notes to the Financial Statements. t r o p e R l a u n n A l 9 0 0 2 29 For personal use only statements of changes in equity For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities l a t o T 0 0 0 $ 1 6 4 , 9 5 4 3 , 2 2 2 1 4 4 , 5 ) 6 1 ( 6 4 ) 2 8 2 ( 6 4 4 , 1 - - 2 2 - - - - 3 6 4 , 8 1 ) 1 0 1 ( ) 4 8 4 ( 7 1 8 , 9 1 ) 3 7 ( 5 4 ) 4 ( 1 0 3 , 9 1 4 5 3 , 1 3 6 4 , 8 1 - ) 1 0 1 ( 1 0 1 - - - - ) 1 0 1 ( 7 1 8 , 9 1 ) 1 0 1 ( ) 3 2 1 ( ) 1 3 ( 9 8 1 8 2 8 4 y t i r o n M i s t s e r e t n I 0 0 0 $ y c n e r r u C n o i t a l s n a r T e v r e s e R 0 0 0 $ t e s s A d e s a B e r a h S s t i f o r P l a t i p a C n o l i t a u a v e R l d e t a u m u c c A y r a n d r i O e v r e s e R 0 0 0 $ e v r e s e R 0 0 0 $ e v r e s e R 0 0 0 $ s e s s o L 0 0 0 $ l a t i p a C e r a h S 0 0 0 $ - - - ) 6 1 ( - - - ) 7 4 ( ) 7 4 ( - - 5 4 - ) 2 ( - ) 7 4 ( ) 7 4 ( - - - - - - 6 4 5 3 1 5 3 1 - - - - 5 3 1 - 5 3 1 5 3 1 - - - - - - - 1 8 1 8 - - - ) 1 ( 0 8 - 1 8 1 8 - - - - - - - 2 8 4 2 8 4 - - - ) 3 ( 9 7 4 - 2 8 4 2 8 4 5 4 3 , 2 ) 9 7 3 , 8 2 ( - - - - ) 2 8 2 ( 6 4 4 , 1 - - - - - - 2 4 3 , 7 3 1 4 4 , 5 - - ) 4 8 4 ( ) 4 7 1 ( - - - - ) 0 7 8 , 4 2 ( 3 8 7 , 2 4 ) 8 1 0 , 7 2 ( 5 8 2 , 6 4 . s t n e m e t a t S l a i c n a n F i e h t o t s e t o n e h t h t i w n o i t c n u n o c j n i d a e r e b l d u o h s y t i u q E n i s e g n a h C f o s t n e m e t a t S e h T ) 6 7 6 , 7 2 ( 5 8 2 , 6 4 9 0 0 2 e n u J 0 3 t a e c n a l a B ) 8 4 1 , 2 ( ) 0 7 8 , 4 2 ( 2 0 5 , 3 3 8 7 , 2 4 l a n i g i r O – 8 0 0 2 y l u J 1 t a e c n a l a B * s t n e m t s u d a j n o i i t a n b m o c s s e n i s u B ) 8 2 e t o n ( ) 8 1 0 , 7 2 ( 5 8 2 , 6 4 d e t a t s e R – 8 0 0 2 y l u J 1 t a e c n a l a B n o i t a l s n a r t n o s e c n e r e f f i d e g n a h c x E i s e i r a d i s b u s n g i e r o f f o ) e u a v l r i a f ( s n o i t p o e r a h s f o e u s s I s t n e m t s u d a j n o i t a d i l o s n o c e D r o f d e d i v o r p r o i d a p s d n e d i v i D 8 0 0 2 e n u J 0 3 t a e c n a l a B y t i r o n m o t i e l b a t u b i r t t a t i f o r P l s r e d o h e r a h s s r e b m e m o t e l b a t u b i r t t a t i f o r P 7 0 0 2 y l u J 1 t a e c n a l a B y t i t n e t n e r a p f o d e u s s i s e r a h S n o i t a l s n a r t n o s e c n e r e f f i d e g n a h c x E i s e i r a d i s b u s n g i e r o f f o ) t n e m e r c e d ( / t n e m e r c n i n o l i t a u a v e R s r e b m e m o t e l b a t u b i r t t a t i f o r P * 8 0 0 2 y l u J 1 t a e c n a l a B y t i t n e t n e r a p f o t n e m t s u d a j I M D E T A D I L O S N O C t r o p e R l a u n n A l 9 0 0 2 30 For personal use only 1 1 7 , 9 1 ) 6 2 ( l a t o T 0 0 0 $ 5 4 2 , 9 4 5 7 , 1 3 4 9 , 8 5 6 4 ) 2 8 2 ( y c n e r r u C n o i t a l s n a r T e v r e s e R 0 0 0 $ d e s a B e r a h S s t i f o r P l a t i p a C e v r e s e R 0 0 0 $ e v r e s e R 0 0 0 $ t e s s A n o l i t a u a v e R e v r e s e R 0 0 0 $ l d e t a u m u c c A e r a h S y r a n d r i O s e s s o L 0 0 0 $ l a t i p a C 0 0 0 $ Y N A P M O C E H T ) 1 3 ( 9 8 0 8 9 7 4 ) 4 1 7 , 8 2 ( 2 4 3 , 7 3 7 0 0 2 y l u J 1 t a e c n a l a B - - 5 - - - - - - 6 4 5 3 1 - - - - - - - - - - 4 5 7 , 1 - - - - ) 2 8 2 ( - - - 3 4 9 , 8 ) t n e m e r c e d ( / t n e m e r c n i n o l i t a u a v e R ) e u a v l r i a f ( s n o i t p o e r a h s f o e u s s I r o f d e d i v o r p r o i d a p s d n e d i v i D s r e b m e m o t e l b a t u b i r t t a t i f o r P y t i t n e t n e r a p f o d e u s s i s e r a h S 0 8 9 7 4 ) 2 4 2 , 7 2 ( 5 8 2 , 6 4 8 0 0 2 e n u J 0 3 t a e c n a l a B 1 1 7 , 9 1 ) 6 2 ( 5 3 1 0 8 9 7 4 ) 2 4 2 , 7 2 ( 5 8 2 , 6 4 8 0 0 2 y l u J 1 t a e c n a l a B ) 4 ( ) 3 7 8 , 1 ( ) 6 4 1 , 1 ( 8 8 6 , 6 1 - - ) 4 ( ) 0 3 ( - - - - - - - - - - ) 3 7 8 , 1 ( ) 6 4 1 , 1 ( - - - ) t n e m e r c e d ( / t n e m e r c n i n o l i t a u a v e R s r e b m e m o t e l b a t u b i r t t a t i f o r P y t i t n e t n e r a p f o t i f o r p s e t a i c o s s a f o e r a h S 5 3 1 0 8 9 7 4 ) 1 6 2 , 0 3 ( 5 8 2 , 6 4 9 0 0 2 e n u J 0 3 t a e c n a l a B . s t n e m e t a t S l a i c n a n F i e h t o t s e t o n e h t h t i w n o i t c n u n o c j n i d a e r e b l d u o h s y t i u q E n i s e g n a h C f o s t n e m e t a t S e h T t r o p e R l a u n n A l 9 0 0 2 31 For personal use only cash flow statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities Consolidated The Company 2009 $000 2008 $000 Note 2009 $000 2008 $000 Cash flows from operating activities Cash receipts from customers 24,221 16,662 11,302 12,512 Cash payments to suppliers and employees (22,210) (13,090) (11,459) (11,048) Interest and other costs of finance paid Interest received (910) 30 (34) 210 (908) (509) 7 201 Net cash provided by / (used in) operating activities 19(b) 1,131 3,748 (1,058) 1,156 Cash flows from investing activities Loans to other entities Proceeds from loans repaid Payments for investments (22) 299 (294) – (22) 299 – – (1,425) (16,704) (1,424) (14,544) Proceeds from sale of equity investments 379 635 379 635 Payments for non-current assets (1,077) (1,058) (899) (683) Net cash provided by / (used in) investing activities (1,846) (17,421) (1,667) (14,592) Cash flows from financing activities Proceeds from issue of shares, net of issue costs Proceeds of borrowings Repayment of borrowings Dividends paid Net cash provided by / (used in) financing activities – 192 – 192 561 14,583 2,802 13,635 (313) (1,906) – (1,906) (139) (253) (139) (253) 109 12,616 2,663 11,668 Net increase / (decrease) in cash held (606) (1,057) (62) (1,768) Cash at the beginning of the year 1,422 2,479 465 2,233 Effects of exchange rate changes on the balance of cash held in foreign currencies (19) – – – Cash at the end of the year 19(a) 797 1,422 403 465 The Cash Flow Statements should be read in conjunction with the notes to the Financial Statements. t r o p e R l a u n n A l 9 0 0 2 32 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 1. General information Aspermont Limited is a listed public company, incorporated in Australia and operating in Australia. Aspermont Limited’s registered office and its principal place of business are as follows: Registered office 613-619 Wellington Street PERTH WA 6000 Tel: +61 8 6263 9100 Principal place of business Australia 613-619 Wellington Street PERTH WA 6000 Tel: +61 8 6263 9100 Principal place of business United Kingdom 1 Singer Street London, United Kingdom EC2A 4BQ Tel: +44 (0) 207 216 6060 2. Significant accounting policies Statement of compliance The financial report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, including Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The financial report covers the consolidated group of Aspermont Limited and controlled entities, and Aspermont Limited as an individual parent entity. The financial report of Aspermont Limited and controlled entities, and Aspermont Limited as an individual parent entity comply with all International Financial Reporting Standards (IFRS) in their entirety. Basis of preparation The financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected financial assets for which the fair value basis of accounting has been applied. The accounting policies set out below have been consistently applied to all years presented, unless otherwise stated. (a) Basis of consolidation The consolidated accounts comprise the accounts of Aspermont Limited and all of its controlled entities. A controlled entity is any entity that Aspermont has the power to control the financial and operating policies of so as to obtain benefits from its activities. A list of controlled entities is contained in Note 18 to the financial statements. The financial year for Aspermont UK Limited (formerly Mining Communications Limited) is for 1 May 2008 to 30 April 2009. All inter-company balances and transactions between entities in the consolidated group, including any unrealised profits or losses, have been eliminated on consolidation. Where controlled entities have entered or left the economic entity during the year, their operating results have been included from the date control was obtained or until the date control ceased. Minority interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report. In the parent entity the investments in the subsidiaries are carried at cost, less impairment. (b) Cash and cash equivalents For the purpose of the cash flow statement, cash includes: i. cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts; and ii. investments in money market instruments with less than 14 days to maturity. t r o p e R l a u n n A l 9 0 0 2 33 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (c) Plant and equipment Each class of plant and equipment is carried at cost less accumulated depreciation and impairment. The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. An asset’s carrying amount is written down immediately to its recoverable amount if the carrying amount is greater than the estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement. When revalued assets are sold, amounts included in the revaluation reserve relating to that asset are transferred to retained earnings. The depreciable amounts of all plant and equipment are depreciated on a diminishing value basis over their useful lives to the economic entity commencing from the time an asset is held ready for use. The depreciation rates used for depreciable assets are: Class of Fixed Asset Plant and equipment Software Depreciation Rate 13.5% - 40% 25% - 33.3% (d) Employee benefits Provision is made for the company’s liability for employee entitlements arising from services rendered by employees to balance date. Employee entitlements expected to be settled within one year together with entitlements arising from wages and annual leave, which will be settled after one year, have been measured at their nominal amount. Other employee entitlements payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those entitlements. Contributions are made by the economic entity to employee superannuation funds and are charged as expenses when incurred. (e) Financial instruments Recognition Financial instruments are initially measured at fair value plus transaction costs, except where the instrument is classified “at fair value through profit or loss”, in which case transaction costs are expensed to profit or loss immediately. Subsequent to initial recognition these instruments are measured as set out below. Classification and Subsequent Measurement (i) Financial assets at fair value through profit and loss A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management and within the requirements of AASB 139: Recognition and Measurement of Financial Instruments. Realised and unrealised gains and losses arising from changes in the fair value of these assets are included in the income statement in the period in which they arise. (ii) Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and are recognised initially at fair value and subsequently at amortised cost using the effective interest rate method less impairment allowances. (iii) Available-for-sale financial assets Available-for-sale financial assets include any financial assets not included in the above categories. Available- for-sale financial assets are reflected at fair value. Unrealised gains and losses arising from changes in fair value are taken directly to equity. When available-for-sale financial assets are sold or derecognised the amount in equity relating to the asset sold is recycled back to the income statement. (iv) Financial liabilities Non-derivative financial liabilities are recognised initially at fair value and subsequently at amortised cost, comprising original debt less principal payments and amortisation of borrowing costs using the effective interest rate. t r o p e R l a u n n A l 9 0 0 2 34 For personal use only (v) Fair value Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are applied to determine the fair value for all unlisted securities, including recent arm’s length transactions, reference to similar instruments and option pricing models. (vi) Impairment At each reporting date, the Group assesses whether there is objective evidence that a financial instrument has been impaired. In the case of available-for-sale financial instruments, a prolonged or significant decline in the value of the instrument is considered to determine whether an impairment has arisen. Impairment losses are recognised in the income statement. If the impairment reverses it is not reversed through the income statement. The impairment allowance for loans and receivables is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows. The loss is recognised in a separate allowance account. (vii) Derecognition Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. (f) Income tax The charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using the tax rates that have been enacted or are substantially enacted by the balance sheet date. 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. 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 income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity. Deferred 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. 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 economic 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. Aspermont Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation System. Aspermont Limited is responsible for recognising the current and deferred tax assets and liabilities for the tax consolidated group. The Group notified the Australian Taxation Office in April 2004 that it had formed an income tax consolidated group to apply from July 2002. Tax consolidation Aspermont and its wholly owned Australian subsidiaries are a tax consolidated group. As a consequence, as the head entity in the tax consolidated group, Aspermont will recognise current and deferred tax amounts relating to transactions, events and balances of the wholly owned Australian-controlled entities in the Group in future financial statements as if those transactions, events and balances were its own, in addition to the current and deferred tax balances arising in relation to its own transactions, events and balances. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand-alone taxpayer in its own right. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about any tax funding agreement are disclosed in note 5. t r o p e R l a u n n A l 9 0 0 2 35 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (g) Foreign currency Functional and Presentation Currency The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency. Transaction and Balances Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year-end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined. Exchange differences arising on the translation of monetary items are recognised in the income statement, except where deferred in equity as a qualifying cash flow or net investment hedge. Exchange differences arising on the translation of non-monetary items are recognised directly in equity to the extent that the gain or loss is directly recognised in equity, otherwise the exchange difference is recognised in the income statement. Group Companies The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows: Assets and liabilities are translated at year-end exchange rates at that reporting date. Income and expenses are translated at average exchange rates for the period. Retained earnings are translated at the exchange rates prevailing at the date of the transaction. Exchange differences arising on translation of foreign operations are transferred directly to the Group’s foreign currency translation reserve in the balance sheet. These differences are recognised in the income statement in the period in which the operation is disposed. (h) Investments All investments are initially recognised at cost, being fair value of the consideration given and including acquisition charges associated with the investment. After initial recognition, investments, which are classified as held for trading and available-for-sale, are measured at fair value. Gains and losses on investments held for trading are recognised in the income statement. Gains or losses on available-for-sale investments are recognised as a separate component of equity. For investments that are actively traded in organised financial markets, fair value is determined by reference to ASX quoted market bid prices at the close of business on the balance sheet date. For investments where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the investment. (i) Investment in associates Investments in associate companies are recognised in the consolidated financial statements by applying the equity method of accounting. The equity method of accounting recognised the Group’s share of post- acquisition reserves of its associates. Investments in associates are carried at cost less impairment in the parent. t r o p e R l a u n n A l 9 0 0 2 36 For personal use only (j) Intangibles Goodwill Goodwill and goodwill on consolidation are initially recorded at the amount by which the purchase price for a business exceeds the fair value attributed to its net assets at date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisition of associates is included in investments in associates. Mastheads Mastheads acquired separately are capitalised at cost and from a business combination are capitalised at fair value as at the date of acquisition. Following initial recognition, the cost model is applied to the class of intangible assets. Mastheads are tested for impairment where an indicator of impairment exists, and the carrying amount is reviewed annually by the directors to ensure that it is not in excess of the recoverable amount. (k) Subscriptions in advance Print magazine and internet news subscriptions are received in advance for the subscription period applied for. Subscriptions received during the financial year for issues expected to be published and news services to be provided after balance date have been deferred and will be brought to account and recognised in the accounting period in which the respective magazines or news services subscribed for are published. (l) Revenue and other income Advertising and subscription revenue is brought to account and recognised in the accounting period in which the respective magazines or news sites containing the booked advertisements are published or displayed. All revenue is stated net of the amount of goods and services tax (GST). Conference revenue is brought to account and recognised in the accounting period in which the respective event occurs. Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets. The company’s share of profit from associated companies has been recognised in accordance with AASB 128 ‘Investments in Associates’. (m) Impairment of assets At each reporting date, the Group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement. Impairment testing is performed annually for goodwill and intangible assets with indefinite lives. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. t r o p e R l a u n n A l 9 0 0 2 37 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (n) Leases Leases of fixed assets where substantially all the risks and benefits incidental to the ownership of the assets, but not the legal ownership that is transferred to entities in the economic entity, are classified as finance leases. Finance leases are capitalised by recording an asset and a liability at the lower of the amounts equal to the fair value of the leased property or the present value of the minimum lease payments, including any guaranteed residual values. Lease payments are allocated between the reduction of the lease liability and the lease interest expense for the period. Leased assets are depreciated on a straight-line basis over the shorter of their estimated useful lives or the lease term. Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are recognised on a straight line basis over the lease term. (o) Rounding of amounts The parent entity has applied the relief available to it under ASIC Class Order 98/100 and accordingly, amounts in the financial report and directors’ report have been rounded off to the nearest $1,000. (p) Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. Other borrowing costs are expensed. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after reporting date. (q) Goods and services tax (GST) Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the ATO. In these circumstances, the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the balance sheet are shown inclusive of GST. (r) Government grants Government grants are recognised at fair value where there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expense items are recognised as income over the periods necessary to match the grant to the costs they are compensating. Grants relating to assets are credited to deferred income at fair value and are credited to income over the expected useful life of the asset on a straight-line basis. (s) Share-based payment transactions The company provides benefits to employees (including directors) whereby a component of remuneration includes the issue of share options. The cost of these transactions with employees is measured by reference to the fair value at the date at which they are granted. The cost is recognised together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date). t r o p e R l a u n n A l 9 0 0 2 38 For personal use only (t) Critical accounting estimates and judgments The directors evaluate estimates and judgments incorporated into the financial report based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Group. Key Estimates — Impairment The Group assesses impairment at each reporting date by evaluating conditions specific to the Group that may lead to impairment of assets. Where an impairment trigger exists, the recoverable amount of the asset is determined. An impairment has been recognised in respect of goodwill for the year ended 30 June 2009. Value-in-use calculations performed in assessing recoverable amounts incorporate a number of key estimates. (u) Business combinations The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity. Identifiable assets acquired, and liabilities and contingent liabilities assumed in a business combination, are measured initially at their fair values at the acquisition date, irrespective of the extent to which any minority net asset acquired is recorded as goodwill. If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the income statement, but only after a reassessment of the identification and measurement of the net assets acquired. (v) Accounting standards issued not yet effective The following standards have been issued but are not yet effective. The Group has not adopted any of the new changes: • AASB 8 – Operating Segments • Revised AASB 3 – Business Combinations • Revised AASB 127 – Consolidated and Separate Financial Statements • AASB 2008-1 – Amendments to AASB 2 – Share-based Payments • AASB 2008-7 – Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate • AASB 2008-8 – Amendments to IAS 39 Financial Instruments • Amendments to IFRS 2 – Group Cash-settled Share-based Payment Transactions • AASB Interpretation 17 & AASB 2008-13 – Distribution of Non-cash Assets to Owners • AASB 101 – Presentation of Financial Statements None of the other amendments or interpretations issued not yet effective are expected to affect the accounting policies of the Group. t r o p e R l a u n n A l 9 0 0 2 39 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 3. Revenue Continuing operations: Consolidated 2008 2009 $000 $000 The Company 2009 $000 2008 $000 Sales revenue – subscriptions & advertising 17,375 14,380 10,228 12,574 Conferencing revenue 5,677 1,667 - - 23,052 16,047 10,228 12,574 Other income: Government grants * Interest Corporate advisory Gain on sale of shares Gains in fair value of shares Other income 69 29 243 526 425 385 75 210 - 648 2,026 257 69 7 227 312 194 385 75 201 - 648 2,026 255 1,677 3,216 1,194 3,205 24,729 19,263 11,422 15,779 * Government grants Export market development grants of $68,679 (2008: $75,000) were recognised as other income during the financial year. There are no unfilled conditions or other contingencies attaching to these grants. The Group did not benefit directly from any other forms of government assistance. t r o p e R l a u n n A l 9 0 0 2 40 For personal use only 4. Profit/ (loss) for the year Profit/ (loss) before income tax has been determined after: Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 (a) Expenses: Cost of sales Bad debts written off Legal costs Interest expenses – related companies Consulting & accounting services Write-down of non-current investments to recoverable amount Depreciation and amortisation of plant, equipment and websites Directors’ fees Rental expense on operating leases – Minimum lease payments Movement in provisions for employee entitlements (b) Significant revenue and expenses: The following significant revenue and expense items are relevant in explaining the financial performance: 10,503 314 75 301 334 216 945 174 645 105 6,930 210 78 50 83 230 239 252 289 142 Revenue Internet advertising and subscriptions Print advertising and subscriptions Conferencing Expenses Interest expenses Write-down of non current investments to recoverable amount Directors’ fees Depreciation of plant, equipment and websites 3,450 13,925 5,677 3,929 10,451 1,667 1,208 216 174 945 698 230 252 239 4,848 46 67 301 78 - 736 174 408 105 3,249 6,979 - 1,208 - 174 736 4,638 210 49 50 83 230 231 252 289 142 3,929 8,645 - 698 230 252 231 (c) Profit Share of profit/ (loss) from associates 70 881 - 881 (d) Remuneration of auditors of the parent entity for: Auditing or reviewing the accounts – MSI Marsdens 52 38 52 38 t r o p e R l a u n n A l 9 0 0 2 41 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 5. Taxation (a) Income tax expense/ (revenue) The components of tax expense/ (revenue) comprise: Current tax Deferred tax Prior year adjustments The prima facie tax on profit from ordinary activities before tax is reconciled to the income tax as follows: Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 434 (542) 50 (58) 336 670 (66) 940 - (657) 79 (578) 331 482 97 910 Profit from operations (542) 3,307 (2,451) 2,664 Income tax expense calculated at 30% (163) 992 (736) 799 Tax effect of permanent differences: Increase in income tax expense due to: Non-deductible expenditure Write-downs to recoverable amounts Prior year adjustments Decrease in income tax expense due to: Change in tax rates Non-assessable income Utilisation of deferred tax asset not previously recognised 28 126 50 (26) (21) (52) 14 - (66) - - - 17 62 79 - - - 14 - 97 - - - Income tax expense/ (revenue) attributable to profit from ordinary activities (58) 940 (578) 910 Effective tax rate 0% 28% 0% 34% Income tax payable Opening balance Charged to income Currency movements - 434 (23) 411 - - - - - - - - - - - - t r o p e R l a u n n A l 9 0 0 2 42 For personal use only Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 (b) Deferred tax Deferred income tax at 30 June relates to the following: Liabilities Revaluation adjustments taken directly to equity Fair value gain adjustments Unearned revenue – subscriptions - 1,578 - 194 539 450 Share revaluation adjustments taken in relation to business combinations 3,822 4,255 - 1,508 - - 194 539 327 283 Total Assets Provisions Future benefit of carried forward losses Other (c) Reconciliations The movement in deferred tax liability for each temporary difference during the year is as follows: Share revaluation adjustments taken directly to equity At 1 July 2008 Net revaluations during the current period At 30 June 2009 Fair value gain adjustments At 1 July 2008 Net revaluations during the current period At 30 June 2009 Unearned revenue At 1 July 2008 Net change during the current period At 30 June 2009 Other At 1 July 2008 Net change during the current period At 30 June 2009 5,400 5,438 1,508 1,343 238 635 32 905 194 (194) - 539 1,039 1,578 450 (450) - 125 - 36 161 194 - 194 421 118 539 400 50 450 4,255 (433) 3,822 - 4,255 4,255 236 642 5 883 194 (194) - 539 969 1,508 327 (327) - 283 (283) - 125 - 14 139 194 - 194 421 118 539 300 27 327 - 283 283 Total deferred tax liabilities 5,400 5,438 1,508 1,343 t r o p e R l a u n n A l 9 0 0 2 43 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (c) Reconciliations (continued) The movement in deferred tax assets for each temporary difference during the year is as follows: Provisions At 1 July 2008 Net changes during the current period At 30 June 2009 Recognition of carried forward losses At 1 July 2008 Net changes during the current period At 30 June 2009 Recognition of carried forward capital losses At 1 July 2008 Net changes during the current period At 30 June 2009 Other At 1 July 2008 Net revaluations during the current period At 30 June 2009 Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 125 113 238 - 635 635 - - - 36 (4) 32 82 43 125 50 (50) - 421 (421) - 86 (50) 36 125 111 236 - 642 642 - - - 14 (9) 5 82 43 125 95 (95) - 421 (421) - 23 (9) 14 Total deferred tax assets 905 161 883 139 The company has not fully recognised the benefits of potential carried forward income and capital losses as deferred tax assets pending the review of the status of unrecognised tax losses incurred. Deferred tax assets relating to the current year losses only have been recognised. Tax consolidation Aspermont and its wholly owned Australian subsidiaries are a tax consolidated group. The accounting policy in relation to this legislation is set out in note 2 (f). On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which limits the joint and several liability of the wholly owned entities in the case of a default by the head entity, Aspermont Limited. t r o p e R l a u n n A l 9 0 0 2 44 For personal use only 6. Receivables Current Trade receivables Allowance for impairment Other receivables Non – current Advances to controlled entities Loans to associates Amounts receivable from director related entities (see note 20) US mortgages Other receivables Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 2,234 3,833 898 1,654 (428) 91 (22) 681 (19) 91 (22) 148 1,897 4,492 970 1,780 - 12 1,016 - - - 314 286 68 138 602 12 1,016 - - 760 311 286 68 138 1,028 806 1,630 1,563 Information about the Group’s and parent entity’s exposure to interest rate risk and credit risk is provided in note 22. (a) Impaired trade receivables As at 30 June 2009 current trade receivables of the Group with a nominal value of $428,000 (2008 – $22,006) were impaired. The amount of the allowance was $428,000 (2008 – $22,006). The individually impaired receivables mainly relate to customers who are in unexpectedly difficult economic situations. The ageing of these receivables is as follows: 1 to 3 months Over 3 months Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 19 409 428 - 22 22 - 19 19 - 22 22 t r o p e R l a u n n A l 9 0 0 2 45 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities Movements in the allowance for the impairment of receivables are as follows: At 1 July Allowance for impairment Receivables written off Consolidated The Company 2009 $000 22 567 (161) 2008 $000 22 210 (210) 428 22 2009 $000 22 46 (49) 19 2008 $000 22 210 (210) 22 The creation and release of the allowance for impaired receivables has been included in “other expenses” in the income statement. Amounts charged to the provision are generally written off when there is no expectation of recovering additional cash. (b) Past due but not impaired As at 30 June 2009, trade receivables of $857,496 ($90,831 for the Company) were past due but not impaired. The ageing analysis of these trade debtors is as follows: 1 to 3 months Over 3 months Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 765 93 858 143 302 445 49 42 91 143 302 445 The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due. The Group does not hold any collateral in relation to these receivables. 7. Other financial assets Current Shares in listed corporations (fair value) Value of unlisted investments (fair value) Non – current Shares in listed corporations (fair value)* Value of unlisted investments (fair value) Controlled entities – at cost * Shares in 24-month escrow Consolidated The Company 2009 $000 2,045 - 2008 $000 3,562 503 2009 $000 2,045 - - 2008 $000 3,562 503 2,045 4,065 2,045 4,065 1,530 5,228 - 2,340 780 488 1,530 5,030 2,340 780 22,638 23,166 6,758 3,608 29,198 26,286 t r o p e R l a u n n A l 9 0 0 2 46 For personal use only 8. Associated companies (a) Movements in carrying amounts Carrying amount at the beginning of the financial year New investments during the year Associates becoming a subsidiary during the year Share of profits after income tax Carrying amount at the end of the financial year Consolidated 2009 $000 2,456 - - 70 2,526 2008 $000 1,871 3,585 (3,881) 881 2,456 (b) Summarised financial information of associates The Group’s share of the results of its principal associates and its aggregated assets (including goodwill) and liabilities are as follows: 2009 Ownership Interest Assets $000 Liabilities Revenues $000 $000 Profit $000 WME Media Pty Ltd (unaudited) Tonkin Corporation (audited) 30% 49% 420 76 348 2,804 622 2,539 (10) 80 3,224 698 2,887 70 2008 Ownership Interest Assets $000 Liabilities Revenues $000 $000 Profit $000 WME Media Pty Ltd (unaudited) 30.00% 452 98 401 Tonkin Corporation (audited) 49.00% 2,505 403 1,810 Aspermont UK Limited* (audited) (formerly Mining Communications Limited) 39.30% ** - ** - 5,017 30 159 692 2,957 501 7,228 881 * Holding prior to full acquisition on 26 March 2008 ** Assets and liabilities were fully consolidated at 30 June 2008 All of the above associates are incorporated in Australia, except Aspermont UK Limited, which is incorporated in the United Kingdom. Tonkin Corporation consists of Tonkin Corporation Australia and Tonkin Corporation LLC, which is incorporated in the USA and is dormant. t r o p e R l a u n n A l 9 0 0 2 47 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 9. Other non-current assets Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 Mining assets - 15 - 15 10. Dividends Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 2008 declared final unfranked ordinary dividend of 0.13c per share - 282 - 282 As at 30 June 2009, the parent entity’s dividend franking account has a balance of nil (2008: nil) adjusted for franking credits arising from payment of income tax payable, payment of proposed dividends and franking credits that may be prevented from distribution in subsequent financial years. On 30 January 2009, an unfranked dividend of 0.13c per share was paid to shareholders registered on 24 October 2008. 11. Plant and equipment Plant and equipment – at cost Accumulated depreciation Consolidated The Company 2009 $000 1,403 (1,082) 2008 $000 1,388 (968) 2009 $000 1,081 (835) 2008 $000 1,043 (742) 321 420 246 301 Equipment under finance lease – at cost Accumulated depreciation 237 (106) 237 (41) 237 (106) 237 (41) 131 196 131 196 Software Accumulated amortisation 1,875 (964) 892 (283) 1,467 (690) Total plant and equipment 1,363 1,225 1,154 911 609 777 606 (112) 494 991 t r o p e R l a u n n A l 9 0 0 2 48 For personal use only (a) Movements in carrying amounts Movement in the carrying amounts for each class of property, plant and equipment between the beginning and the end of the current financial year. Plant and equipment $000 Leased plant & equipment $000 Software $000 Total $000 Consolidated Gross carrying amount Balance at 1 July 2007 Additions Disposals Acquisitions through business combinations 1,087 (4) - 305 25 212 - - Balance at 1 July 2008 1,388 237 Additions Currency movements Disposals 86 (9) (62) - - - 212 394 - 286 892 991 (8) - 1,324 602 - 591 2,517 1,077 (17) (62) Balance at 30 June 2009 1,403 237 1,875 3,515 Accumulated depreciation Balance at 1 July 2007 Disposals Depreciation expense Balance at 1 July 2008 Disposals Depreciation expense Currency movements (693) - (275) (968) 62 (187) 11 (10) - (31) (41) - (65) - (73) - (210) (776) - (516) (283) (1,292) - (693) 12 62 (945) 23 Balance at 30 June 2009 (1,082) (106) (964) (2,152) Net book value As at 30 June 2008 As at 30 June 2009 420 321 196 131 609 1,225 911 1,363 t r o p e R l a u n n A l 9 0 0 2 49 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (a) Movements in carrying amounts (continued) The Company Gross carrying amount Balance at 1 July 2007 Additions Disposals Balance at 1 July 2008 Additions Disposals Balance at 30 June 2009 Accumulated depreciation Balance at 1 July 2007 Disposals Depreciation expense Balance at 1 July 2008 Disposals Depreciation expense Balance at 30 June 2009 Net book value As at 30 June 2008 As at 30 June 2009 Plant and equipment $000 Leased plant & equipment $000 Software $000 Total $000 1,074 (31) - 1,043 38 - 1,081 (689) - (53) (742) - (93) (835) 301 246 25 212 - 237 - - 237 (10) - (31) (41) - (65) (106) 196 131 212 394 - 606 861 - 1,467 (73) - (39) (112) - (578) (690) 494 777 1,311 575 - 1,886 899 - 2,785 (772) - (123) (895) - (736) (1,631) 991 1,154 (b) Leased plant and equipment The parent entity leases assets under a number of finance lease agreements. At 30 June 2009, the net carrying amount of leased plant and equipment was $130,953 (2008: $195,534). The leased equipment secures lease obligations. 12. Intangibles Goodwill on acquisition * Purchased mastheads Other Consolidated The Company 2009 $000 16,262 12,284 2,781 2008 $000 16,118 12,284 2,781 2009 $000 2008 $000 - - 2,292 2,292 - - 31,327 31,183 2,292 2,292 * The movement in goodwill of $144,000 is a result of acquiring the remaining 20% of Resourceful Events Pty Ltd. Refer to note 28 (d). t r o p e R l a u n n A l 9 0 0 2 50 For personal use only (a) Impairment tests for intangible assets Intangible assets are allocated to the Group’s cash generating units (CGUs) identified according to business segment and country of operation. The recoverable amount of each CGU is based on value-in-use calculations. 2009 Australia $000 2009 UK $000 Total $000 2008 Australia $000 2008 UK $000 Total $000 Goodwill Conferencing Publishing (print & online) Other Intangible Assets Mastheads (print & online) 144 - 144 - - - 13,057 3,061 16,118 13,057 3,061 16,118 13,201 3,061 16,262 13,057 3,061 16,118 2,324 9,960 12,284 2,324 9,960 12,284 Other (conferencing) - 2,781 2,781 - 2,781 2,781 2,324 12,741 15,065 2,324 12,741 15,065 (b) Key assumptions used for value-in-use calculations 2009 Growth rate * 2009 Discount rate 2008 Growth rate * 2008 Discount rate Conferencing Publishing (print & online) – UK Publishing (print & online) – Australia 2% 2% 2% 10% 10% 8% 8% 8% 8% 12% 12% 10% * The average growth rate used to extrapolate revenue cash flows beyond the budget period (five years). The average growth rate for expenses was 1.2%. The discount rates used reflect specific risks relating to the relevant segments and the countries in which they operate. These assumptions have been used for the analysis of each CGU within the business segment. Management determined budgeted gross margin based on past performance and its expectations for the future. If any of these assumptions were to change this could affect the carrying amounts of the goodwill and intangible assets. (c) Impact of possible changes in key assumptions Sensitivity analysis demonstrates that an increase in the discount rate applied of up to 300 basis points would not have any impact on the carrying value of the intangible assets. (d) Impairment charge The impairment charge of $215,971 arose in relation to the acquisition of the remaining 10% of CIC Pty Ltd. This was a result of uncertainty regarding CIC Pty Ltd’s future cash flow. Based on cash flows and impairment testing, no further impairment adjustments were required for 30 June 2009. t r o p e R l a u n n A l 9 0 0 2 51 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 13. Trade and other payables Current Unsecured Liabilities Trade payables Sundry creditors and accrued expenses Dividend payable Annual leave payable Loans from related parties (see note 20) Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 1,200 3,614 - 390 782 600 4,514 282 316 405 605 2,578 - 390 782 395 2,577 282 316 405 5,986 6,117 4,355 3,975 Information about the Group’s and parent entity’s exposure to risk is provided in note 22. Due to the short-term nature of these payables, their carrying value is assumed to approximate their fair value. 14. Income in advance Opening balance Movement during the year Consolidated The Company 2009 $000 2008 $000 2,390 (202) 1,324 1,066 2009 $000 1,090 (265) 2008 $000 999 91 2,188 2,390 825 1,090 Income in advance relates to subscription, advertising and event revenue received prior to services rendered. 15. Borrowings Current Finance lease liability Non – current Unsecured Liabilities Controlled entities loans Unsecured loan notes Loans from related parties (see note 20) Secured Liabilities Finance lease liability Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 30 30 360 360 30 30 37 37 - 822 3,085 286 1,307 2,275 3,052 - 360 - 3,085 2,275 279 343 131 161 Secured loans from external parties 11,000 11,000 11,000 11,000 15,186 15,211 17,268 13,796 t r o p e R l a u n n A l 9 0 0 2 52 For personal use only a) The carrying amount of the Group’s current and non-current borrowings approximate the fair value. b) Lease liabilities are secured by the asset leased. c) Loans from related parties are unsecured at interest rates of 8.05% - 9.25%. Repayment of these loans are subject to limitations and subordinated to ANZ debt. d) The external party loan is secured by a floating charge over the assets of the consolidated entity. The terms of the current facility expire on 30 June 2010 with $2 million in principal repayments in 2010. At the date of this report the Company was compliant with its banking covenants. e) Information about the Group’s and parent entity’s exposure to interest rate risk is provided in note 22. 16. Provisions Non – current Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 Long Service Leave Entitlements 144 100 144 100 17. Issued capital Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 217,358,509 fully paid ordinary shares (2008: 217,358,509) 46,285 46,285 46,285 46,285 (a) Ordinary shares At the beginning of the reporting period 46,285 37,342 46,285 37,342 Shares issued during the year: 21,938,717 fully paid ordinary shares issued as part of consideration for the acquisition of MCL 1,100,000 fully paid ordinary shares issued pursuant to the exercise of options - 8,760 - 8,760 - 183 - 183 At reporting date 46,285 46,285 46,285 46,285 Ordinary shares participate in dividends and the proceeds on winding up of the parent entity in proportion to the number of shares held. At shareholder 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. t r o p e R l a u n n A l 9 0 0 2 53 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (b) Options The establishment of the Executive Option Plan was approved by the directors in April 2000. The Executive Option Plan is designed to retain and attract skilled and experienced board members and executives, and provide them with the motivation to make the Company successful. Participation in the plan is at the Board’s discretion. The exercise price of options issued will be not less than the greater of the minimum value set by the ASX Listing Rules and the weighted average closing sale price of the Company’s shares on the ASX over the five days immediately preceding the day of the grant, plus a premium determined by the directors. When shares are issued pursuant to the exercise of options, the shares will rank equally with all other ordinary shares of the Company. The table below is a summary of options granted under the plan: Balance at start of the year Number Granted during the year Number Exercised during the year Number Forfeited during the year Number Balance at end of the year Number Vested and exercisable at end of the year Number Grant Date Expiry Date Exercise Price Consolidated and parent entity – 2009 01-Jul-05 30-Jun-10 22.5c 9,000,000 01-Oct-05 30-Sep-10 22.5c 1,000,000 23-Aug-06 23-Aug-09 22.5c 750,000 02-Mar-07 02-Mar-10 45.0c 150,000 22-Aug-07 22-Aug-10 50.0c 500,000 - - - - - - - - - - - 9,000,000 9,000,000 - 1,000,000 1,000,000 - 750,000 750,000 - 150,000 150,000 - 500,000 500,000 01-May-09 31-Jul-12 .09c - 1,910,718 - 1,910,718 - - 11,400,000 1,910,718 - 1,910,718 11,400,000 11,400,000 Balance at start of the year Number Granted during the year Number Exercised during the year Number Lapsed during the year Number Balance at end of the year Number Vested and exercisable at end of the year Number Grant Date Expiry Date Exercise Price Consolidated and parent entity – 2008 01-Jul-05 30-Jun-10 22.5c 9,000,000 - - - 9,000,000 9,000,000 01-Jul-05 30-Jun-08 22.5c 250,000 - 150,000 100,000 01-Jul-05 30-Jun-08 22.5c 250,000 - 250,000 - - - - - 01-Oct-05 30-Sep-10 22.5c 1,000,000 23-Aug-06 23-Aug-09 22.5c 750,000 02-Mar-07 02-Mar-10 45.0c 150,000 - - - 22-Aug-07 22-Aug-10 50.0c - 500,000 - - - - - 1,000,000 1,000,000 - 750,000 750,000 - 150,000 150,000 - 500,000 500,000 11,400,000 500,000 400,000 100,000 11,400,000 11,400,000 The options forfeited during 2009 were cancelled due to non-market vesting conditions not being met. t r o p e R l a u n n A l 9 0 0 2 54 For personal use only (c) Reserves The nature and purpose of the reserves are as follows: Asset revaluation reserve The asset revaluation reserve is used to record increments and decrements on the revaluation of non-current assets, as described in note 2. Capital profits reserve The capital profits reserve arose from the consolidation of business interests in 2001. Share-based reserve The share-based payments reserve is used to recognise the grant date fair value of options issued to employees but not yet exercised. Currency translation reserve Exchange differences arising on translation of the foreign controlled entity are taken to the currency transaction reserve, as described in note 2. The reserve is recognised in profit and loss when the net investment is disposed of. (d) Capital risk management The Group’s and parent entity’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. 18. Particulars in relation to controlled entities Name of entity Parent entity Aspermont Limited Controlled entities International Laser Finance Pty Ltd * Financial & Intellectual Capital Ltd * Aspermont Investments Pty Ltd * International Intellectual Capital Ltd * Long Term Intellectual Capital Pty Ltd * N & K Technology Investments Pty Ltd * Regal Focus Pty Ltd * Resourceful Events Pty Ltd (a) Corporate Intelligence & Communications Pty Ltd note (b) Aspermont UK Limited The Mining Journal Limited * Mining Journal Books Limited * Place of incorp. Class of share Economic entity interest 2009 % 2008 % NSW NSW VIC NSW NSW NSW VIC WA NSW WA UK UK UK Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord Ord 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 80 90 100 100 100 * The investments in these non-trading subsidiary companies have been provided for in full and are written down to nil. (a) Acquisition of Resourceful Events Pty Ltd (“RE”) On 30 June 2009 the remaining 20% interest in RE was transferred to Aspermont Limited for $200,000. (b) Acquisition of Corporate Intelligence & Communications Pty Ltd (“CIC”) On 30 June 2009 the remaining 10% interest in CIC was transferred to Aspermont Limited for $232,000. t r o p e R l a u n n A l 9 0 0 2 55 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 19. Cash flow information (a) Reconciliation of cash and cash equivalents Cash at the end of the financial year as shown in the cash flow statement is reconciled to items in the Balance Sheet as follows: Cash at bank and on deposit (b) Reconciliation of operating profit/(loss) after tax to net cash provided by operating activities Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 797 797 1,422 1,422 403 403 465 465 Profit/(loss) after income tax (484) 2,367 (1,873) 1,754 Non-cash flows in profit/(loss) Profit on sale of non-current assets (312) (636) (312) (636) Depreciation Write-downs to recoverable amount Shares issued in lieu of expense payments Share of profit of associates net of dividends received Exchange rate movements 945 216 - (70) (86) 381 - 46 (881) - 736 230 - - - - - 46 (881) - Unrealised gains on investments (654) (1,796) (194) (1,796) Change in assets and liabilities (Increase) decrease in accounts receivable 1,808 (2,437) (Increase) decrease in prepayments (Decrease) increase in creditors and accruals (Decrease) increase in unearned revenue Increase (decrease) in provisions current Increase (decrease) in provisions non-current Increase (decrease) in income taxes payable 124 318 (657) 75 44 459 (244) 4,660 91 86 56 - Increase (decrease) in deferred taxes payable (543) 1,397 Increase (decrease) in short-term borrowings Increase (decrease) in long-term borrowings (21) (31) 351 307 754 (41) 682 (314) 75 44 - (578) (6) (31) (574) 79 1,608 91 86 56 - 910 29 154 Net cash provided used in operating activities 1,131 3,748 (1,058) 1,156 t r o p e R l a u n n A l 9 0 0 2 56 For personal use only 20. Key management personnel disclosures (a) The following were key management personnel of the consolidated entity during the reporting period and unless otherwise indicated were employed by the parent entity: Directors Mr A.L. Kent Mr L.G. Cross Mr J. Stark Executives Mr C.J. O’Brien Mr H.K. Thong Mr D. Nizol Mr C.A. Bond Mr M. Davies Chairman and Non-Executive Director Non-Executive Director Non-Executive Director Chief Executive Officer Chief Financial Officer and Company Secretary Chief Executive Officer (UK) Chief Operating Officer Group Strategy (b) Key management personnel compensation Short-term employee benefits Post-employment benefits Share-based payments Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 988 77 - 1,065 648 52 46 746 770 56 - 826 630 50 46 726 Detailed remuneration disclosures are provided in the remuneration report on pages 18 to 23. (c) Options and rights holdings held by directors and executives The number of options over ordinary shares in the company held during the financial year by each director and other key management personnel, including their personally related parties, are set out below: 2009 Directors Mr A.L. Kent and beneficial interests Executives Mr C.J. O’Brien Mr H.K. Thong 2008 Directors Mr A.L. Kent and beneficial interests Executives Mr C.J. O’Brien Mr C.A. Bond Mr R.P. Hardwick Mr H.K. Thong Balance 1/07/2008 Received as remuneration Exercised (Expired) Balance 30/06/2009 9,000,000 1,000,000 500,000 - - - - - - - 9,000,000 - - 1,000,000 500,000 Balance 1/07/2007 Received as remuneration Exercised (Expired) Balance 30/06/2008 9,000,000 - - - 9,000,000 1,000,000 500,000 500,000 - - - - 500,000 - (500,000) (400,000) - - - (100,000) - 1,000,000 - - 500,000 t r o p e R l a u n n A l 9 0 0 2 57 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (d) Number of shares held by directors and executives The number of shares in the company held during the financial year by each director and other key management personnel, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation. 2009 Directors Balance 1/07/2008 Net change purchased or (sold) Balance 30/06/2009 Mr A.L. Kent and beneficial interests 110,200,000 (100,000) 110,100,000 Mr J. Stark and beneficial interests 23,051,593 118,350 23,169,943 Mr L.G. Cross and beneficial interests 1,600,000 - 1,600,000 Executives Mr C.J. O’Brien and beneficial interests 1,500,000 Mr C.A. Bond and beneficial interests 500,000 Mr M. Davies and beneficial interests 21,275 Mr D. Nizol and beneficial interests 1,600,567 Mr H.K. Thong and beneficial interests 48,476 - - - - - 1,500,000 500,000 21,275 1,600,567 48,476 2008 Directors Balance 1/07/2007 Net change purchased or (sold) Balance 30/06/2008 Mr A.L. Kent and beneficial interests 110,200,000 - 110,200,000 Mr J. Stark and beneficial interests 22,771,580 280,013 23,051,593 Mr L.G. Cross and beneficial interests 1,600,000 - 1,600,000 Executives Mr C.J. O’Brien and beneficial interests 500,000 1,000,000 1,500,000 Mr C.A. Bond and beneficial interests Mr M. Davies and beneficial interests Mr D. Nizol and beneficial interests Mr H.K. Thong and beneficial interests - - - - 500,000 500,000 21,275 21,275 1,600,567 1,600,567 48,476 48,476 (e) Transactions with key management personnel Transactions between key management personnel are on normal commercial terms and conditions no more favourable than those available to other parties unless otherwise stated. t r o p e R l a u n n A l 9 0 0 2 58 For personal use only (f) Loans to/from subsidiaries Beginning of year Loans advanced Loan repayments received Loans received Loan repayments made End of year The Company 2009 $000 2008 $000 400 86 (260) (3,079) 403 (2,450) 661 115 - (540) 164 400 (g) Loans from director related entities Loans from related parties are set out below. These are unsecured at interest of 8.05-9.25%. Repayment of related party loans are subject to repayment conditions and precedent by the ANZ. Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 (2,394) (1,913) (2,394) (1,913) (211) (246) (301) (180) (211) (246) (301) (180) (2,851) (2,394) (2,851) (2,394) Beginning of year Loans received Interest charged End of year (h) Other transactions The following fees were paid based on normal commercial rates for work performed: Payment to CrossCorp Accounting, an accounting practice associated with a director, Mr L.G. Cross Payment to Ileveter Pty Ltd associated with a director, Mr A.L. Kent, for office accommodation 2009 $000 2008 $000 2 9 408 296 The company re-entered into an office lease agreement with Ileveter Pty Ltd, a company associated with Mr A.L. Kent, on 31 March 2009. The rent was revised to an annualised rental of $429,500. The terms of the lease are within normal commercial rates and were determined by independent valuers and approved by the independent directors. 21. Related party transactions There are no other related party transactions except with key management personnel and related entities, as disclosed in the key management personnel note 20. t r o p e R l a u n n A l 9 0 0 2 59 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 22. Financial risk management In the normal course of its operations, the consolidated entity is exposed to foreign exchange, credit, equity price and interest rate risk. The consolidated entity does not acquire, hold or issue derivatives for trading purposes. The consolidated entity’s management of identified financial risks is aimed at ensuring any exposure of a potentially material financial impact is managed within the parameters thought prudent by the Audit & Risk Committee of the Board. The consolidated entity and the parent entity hold the following financial instruments: Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 797 2,925 3,575 5,228 1,422 5,298 5,902 1,283 403 2,600 3,575 5,030 465 3,343 5,902 1,283 12,525 13,905 11,608 10,993 5,986 6,117 4,355 3,975 15,216 15,571 17,298 13,833 21,202 21,688 21,653 17,808 Financial assets Cash and cash equivalents Trade and other receivables Listed securities Unlisted securities Financial liabilities Trade and other payables Borrowings (a) Market risk (i) Foreign exchange risk Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the consolidated entity’s functional currency. The consolidated entity operates internationally and is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the Euro and the United States dollar. Sales in foreign currency are individually small-value advertising and subscription transactions that do not warrant the use of derivative instruments. Consolidated entity The consolidated entity’s exposure to foreign currency risk at the reporting date, expressed in Australian dollars, was as follows: USD 2009 $000 EUR 2009 $000 USD 2008 $000 EUR 2008 $000 Financial assets Trade and other receivables 283 119 232 283 119 232 95 95 t r o p e R l a u n n A l 9 0 0 2 60 For personal use only Based on the financial instruments held by the consolidated entity as at the reporting date, the sensitivity of the consolidated entity’s profit/ (loss) after tax for the year and equity at the reporting date to movements in the Australian dollar to US dollar and Australian dollar to Euro exchange rates was: • Had the Australian dollar weakened/strengthened by 5% against the US dollar with all other variables remaining constant, the consolidated entity’s profit after tax would have been $145,979 lower/higher (2008: $48,499 lower/higher). • Had the Australian dollar weakened/strengthened by 5% against the Euro with all other variables remaining constant, the consolidated entity’s profit after tax would have been $61,509 lower/higher (2008: $19,965 lower/higher). Parent entity The parent entity did not have any significant exposures to foreign currency risk at the reporting date or in the prior period. (ii) Interest rate risk The consolidated entity’s main interest rate risk arises from borrowings. The Board has fully hedged this exposure by entering into fixed interest rate loans. Therefore there is no exposure to movement in interest rates. Consolidated entity Financial assets Weighted average interest rate 2009 % Balance 2009 $000 Weighted average interest rate 2008 % Balance 2008 $000 Cash and cash equivalents 2.65% 797 4.95% 1,422 Financial liabilities Bank loan Other borrowings Parent entity 7.96% 8.59% 11,000 3,085 7.85% 7.99% 11,000 2,275 Weighted average interest rate 2009 % Balance 2009 $000 Weighted average interest rate 2008 % Balance 2008 $000 Financial assets Cash and cash equivalents 1.72% 403 4.95% 465 Financial liabilities Bank loan Other borrowings 7.96% 8.59% 11,000 3,085 7.85% 7.99% 11,000 2,275 t r o p e R l a u n n A l 9 0 0 2 61 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (iii) Equity price risk The parent entity is exposed to equity securities price risk arising from investments classified on the balance sheet as held for trade. Investments in equity securities are approved by the Board on a case-by-case basis. The below table illustrates the financial impact of changes in equity securities price for the parent entity’s major holdings. Major Listed Equities Valuation at 30 June 2009 2009 $000 Valuation at 12 month low 2009 $000 Valuation at 12 month high 2009 $000 Valuation at 17 Sept 2009 2009 $000 Excalibur Mining Limited (ASX: EXM) New Guinea Energy Limited (ASX: NGE) (b) Credit risk 1,535 1,972 590 603 2,480 3,016 1,771 6,496 3,507 1,193 5,496 8,267 Credit risk is the risk that a counterparty will not complete its obligations under a financial instrument resulting in a financial loss for the consolidated entity. Credit risk is managed at the consolidated entity level. The consolidated entity does not generally obtain collateral or other security to support financial instruments subject to credit risk, but adopts a policy of only dealing with credit-worthy counterparties. All cash balances are on deposit and are with the major banking institutions. (c) Liquidity risk The consolidated entity’s liquidity position is managed to ensure sufficient liquid funds are available to meet its financial obligations in a timely manner. The consolidated entity manages liquidity risk by continuously monitoring forecast and actual cash flows, and ensuring the consolidated entity has the ability to access required funding. The tables below analyse the consolidated entity’s and the parent entity’s financial liabilities based on the remaining period to contractual maturity at the reporting date: Consolidated entity as at 30 June 2009 Non derivatives Trade and other payables Borrowings Less than 6 months $000 6 to 12 months $000 Between 1 and 2 years $000 Between 2 and 5 years $000 Total $000 4,814 1,172 - - 5,986 15 15 6,186 9,000 15,216 4,829 1,187 6,186 9,000 21,202 t r o p e R l a u n n A l 9 0 0 2 62 For personal use only Consolidated entity as at 30 June 2008 Non derivatives Trade and other payables Borrowings Less than 6 months $000 6 to 12 months $000 Between 1 and 2 years $000 Between 2 and 5 years $000 Total $000 5,114 180 1,003 180 - - 6,117 6,211 9,000 15,571 5,294 1,183 6,211 9,000 21,688 Parent entity as at 30 June 2009 Non derivatives Trade and other payables Borrowings Less than 6 months $000 6 to 12 months $000 Between 1 and 2 years $000 Between 2 and 5 years $000 Total $000 3,183 1,172 - - 4,355 15 15 8,268 9,000 17,298 3,198 1,187 8,268 9,000 21,653 Parent entity as at 30 June 2008 Non derivatives Trade and other payables Borrowings Less than 6 months $000 6 to 12 months $000 Between 1 and 2 years $000 Between 2 and 5 years $000 Total $000 2,972 1,003 - - 3,975 19 18 4,796 9,000 13,833 2,991 1,021 4,796 9,000 17,808 (d) Fair value estimation The fair value of cash and cash equivalents, trade and other receivables, and trade and other payables is considered to be a reasonable approximation of their fair value due to their short-term nature. The fair value of borrowings as at the reporting date is considered to be a reasonable approximation of their fair value. Held for trade financial assets are carried at fair value. 23. After balance date events A rights issue occurring in August 2009 at 15 cents per share resulted in contributed equity increasing by $1.8 million (from 217,358,509 shares to 229,377,159 shares). Following the rights issue was a private placement also at 15 cents per share which resulted in contributed equity increasing by $1.1 million (being 7.4 million issued shares). The net cash received from this capital raising was used principally to repay borrowings that were undertaken to finance the purchase of Mining Communications Limited (now Aspermont UK Limited) in March 2008. Additional cash was used for working capital. t r o p e R l a u n n A l 9 0 0 2 63 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 24. Segment information The economic entity operates solely in the media publishing industry within Australia and in the United Kingdom. BUSINESS SEGMENTS: Primary Reporting – Business Segments Revenue Sales Other revenue Total segment revenue Unallocated revenue Consolidated revenue Result Segment result Unallocated revenue less unallocated expense Profit before income tax Income tax expense Profit for year Assets and liabilities Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Other segment information Investment in associates (note 8) Share of net profits of associates (note 8) Acquisitions property, plant & equipment Unallocated Total Print 2009 $000 13,925 33 13,958 Internet 2009 $000 3,450 110 3,560 Conferencing 2009 $000 Investments 2009 $000 5,677 5 5,682 - 966 966 Total 2009 $000 23,052 1,114 24,166 563 24,729 3,206 (1,523) 1,689 966 4,338 26,547 3,603 8,911 7,883 7,323 1,814 2,985 823 - - 635 344 2,182 (10) 157 80 259 (4,880) (542) 58 (484) 46,944 1,702 48,646 12,945 16,400 29,345 2,526 70 1,051 26 1,077 922 23 945 - - - - Depreciation expense 557 138 227 Unallocated Total depreciation expense t r o p e R l a u n n A l 9 0 0 2 64 For personal use only Primary Reporting – Business Segments Revenue Sales Other revenue Print 2008 $000 10,451 - Total segment revenue 10,451 Internet 2008 $000 3,929 - 3,929 Conferencing 2008 $000 Investments 2008 $000 1,667 - 1,667 - 2,674 2,674 Total 2008 $000 16,047 2,674 18,721 542 19,263 1,949 146 248 2,674 5,017 Unallocated revenue Consolidated revenue Result Segment result Unallocated revenue less unallocated expense Profit before income tax Income tax expense Profit for year Assets and liabilities Segment assets Unallocated assets Total assets Segment liabilities Unallocated liabilities Total liabilities Other segment information Investment in associates (note 8) Share of net profits of associates (note 8) Acquisitions property, plant & equipment Unallocated Total 28,205 5,287 7,119 7,238 8,098 3,045 1,292 743 - 397 751 353 2,103 (7) 283 491 120 Depreciation expense 150 57 24 Unallocated Total depreciation expense (1,732) 3,285 (940) 2,345 47,849 1,584 49,433 13,178 16,438 29,616 2,456 881 1,154 39 1,193 231 8 239 t r o p e R l a u n n A l 9 0 0 2 65 - - - - For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities The above industry segments derive revenue from the following products and services: • The print division derives subscription and advertising revenues from traditional print publications across a number of trade sectors including mining, contracting, energy and the resources sector. • The internet media segment develops and maintains websites and daily news services covering various sectors including mining, energy, construction and longwalls. Revenue is derived from subscription, advertising and sponsorships. • The conferencing division derives revenues from running events and holding conferences in various locations and across a number of sectors. • The investment division receives revenue from advisory fees and general investment income including fair value gains/losses on share investments held. These segments are the basis on which the Group reports its primary segment information. Segment revenue and expenses: Segment revenue and expenses are accounted for separately and are directly attributable to the segments. Segment assets and liabilities: Segment assets include all assets used by a segment and consist principally of receivables and property, plant and equipment, net of allowances and accumulated depreciation and amortisation. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two or more segments is allocated to the segments on a reasonable basis. Segment liabilities consist principally of accounts payable, wages and accrued expenses. Segment assets and liabilities do not include deferred income taxes. Inter-segment transfers: There are no inter-segment transactions at this time. GEOGRAPHICAL SEGMENTS: The Group’s divisions are managed and operated within Australia and the United Kingdom. Secondary Reporting – Geographic Segments Revenue Results Assets Liabilities 2009 2008 2009 2008 2009 2008 2009 2008 $000 $000 $000 $000 $000 $000 $000 $000 Australia 13,305 12,490 (1,811) 1,411 43,042 43,286 26,172 24,359 United Kingdom 11,424 6,773 1,327 934 5,604 6,147 3,173 5,257 Total 24,729 19,263 (484) 2,345 48,646 49,433 29,345 29,616 t r o p e R l a u n n A l 9 0 0 2 66 For personal use only 25. Comparative information The following June 2008 Balance Sheet amounts were reclassed at June 2009: Current Period Presentation Prior Period Presentation Current Period Presentation Prior Period Presentation Consolidated The Company 2008 $000 2008 $000 2008 $000 2008 $000 3,608 5,674 26,286 28,466 Non – current Assets Financial assets Investments accounted for using the equity method 2,456 275 2,456 275 Reason The portion of Investments in Associates previously recorded as Financial Assets are reclassified in accordance with AASB 128 and retrospective changes in provisional business combination adjustments. Current Liabilities Borrowings Non – current Liabilities 360 2,385 37 2,062 Borrowings 15,211 12,906 13,796 11,806 Reason The terms of related party borrowings have been deferred. Current Liabilities Trade and other payables Income in advance Provisions Reason Annual leave provision and income in advance are reclassified for presentation purposes. 6,117 2,390 8,156 - 3,975 1,090 4,715 - - 316 - 316 t r o p e R l a u n n A l 9 0 0 2 67 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 26. Earnings/ (loss) per share (EPS) Consolidated 2009 2008 (a) Basic earnings/ (loss) per share (cents per share) (0.22) 1.17 (b) Diluted earnings/ (loss) per share (cents per share) (0.22) 1.14 (c) Earnings/ (loss) used in calculating earnings per share Profit/ (loss) attributable to the ordinary equity holders of the company used in calculating basic earnings per share Profit/ (loss) attributable to the ordinary equity holders of the company used in calculating diluted earnings per share (484) 2,345 (484) 2,345 (d) Weighted average number of shares used as the denominator Weighted average number of ordinary shares outstanding during the year used in calculation of basic EPS 217,358,509 200,554,407 Options 10,750,000 11,750,000 Weighted average number of ordinary shares outstanding during the year used in calculation of diluted EPS 228,108,509 212,304,407 Options granted to employees under the employee option scheme are considered to be potential ordinary shares and have been included in the determination of diluted earnings per share to the extent they are dilutive. Details relating to the options are set out in note 17. The 650,000 options granted in March and August 2007 are not included in the calculation of diluted earnings per share because they are antidilutive for the year ended 30 June 2009. Diluted earnings per share for 2009 does not differ from basic earnings per share as the consolidated entity incurred a loss after tax and is therefore antidilutive. t r o p e R l a u n n A l 9 0 0 2 68 For personal use only 27. Capital and leasing commitments Finance lease commitments Payable – Minimum lease payments Not later than 12 months Between 12 months and 5 years Greater than 5 years Minimum lease payments Less future lease charges Present value of minimum lease payments Operating lease commitments Non-cancellable operating leases contracted for but not capitalised in the financial statements: Not later than 12 months Between 12 months and 5 years Consolidated The Company 2009 $000 2008 $000 2009 $000 2008 $000 44 153 - 197 197 (35) 162 653 1,421 2,074 54 197 - 251 251 (52) 199 420 - 420 44 153 - 197 197 (35) 162 430 752 1,182 54 197 - 251 251 (52) 199 420 - 420 The operating lease commitments relate to the following: • A property lease at 613-619 Wellington Street, Perth, Western Australia – a non-cancellable lease with a three-year term that commenced in April 2009. • A property lease at Albert House, 1 Singer Street, London, United Kingdom – a non-cancellable lease with a nine-year term that commenced in July 2004. t r o p e R l a u n n A l 9 0 0 2 69 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities 28. Business Combinations (a) Summary of acquisition On 26 March 2008 the parent entity acquired the controlling interest and remaining 60.7% of Aspermont UK Limited (formerly Mining Communications Limited). The provisional numbers posted at 30 June 2008 included $1.3 million in liabilities incorrectly treated as part of equity. The below tables compare the provisional numbers with the final numbers relating to the purchase of Aspermont UK Limited. (b) Purchase consideration (final) Details of the fair value of the assets and liabilities acquired and goodwill are as follows: Purchase consideration: Cash paid Fair value of equity issued Total purchase consideration Fair value of net identifiable assets acquired Goodwill Outflow of cash to acquire subsidiary Cash consideration Less: Cash balance acquired Outflow of cash $000 14,694 8,760 23,454 10,397 13,057 23,454 Consolidated 2008 $000 Parent entity 2008 $000 14,694 (664) 14,030 - - - (c) Assets and liabilities acquired The assets and liabilities arising from the acquisition are as follows: Fair Value – Provisional Net Assets Purchased $000 Adjustment $000 Fair Value – Final Net Assets Purchased $000 Current assets Intangible assets Trade receivables Cash Trade creditors Non-current liabilities Other non-current liabilities Net assets 207 13,112 3,097 664 (3,504) (156) (1,669) 11,751 - - - - - - (1,354) (1,354) 207 13,112 3,097 664 (3,504) (156) (3,023) 10,397 The carrying amount of the acquiree’s assets and liabilities are converted to AUD at 0.4608 as at 31 March 2008. The fair value of intangible assets of the acquiree were valued by BDO Kendalls using generally accepted valuation methods such as discounted cash flow models and based on assumptions that include industry benchmarks across the range of the acquiree’s titles and products. t r o p e R l a u n n A l 9 0 0 2 70 For personal use only (d) Summary of acquisition On 30 June 2009 the parent entity acquired the remaining 20% of Resourceful Events Limited (“RE”). Details of the fair value of the assets and liabilities acquired and goodwill are as follows: Purchase consideration: Cash paid Total purchase consideration Fair value of net identifiable assets acquired Goodwill (e) Net cash outflows Outflow of cash to acquire subsidiary Cash consideration Less: Cash balance acquired Outflow of cash $000 200 200 56 144 200 Consolidated 2009 $000 Parent entity 2009 $000 200 (10) 190 200 (10) 190 (f) Assets and liabilities acquired The assets and liabilities arising from the acquisition are as follows: Cash Trade receivables Non-current receivables Property, plant & equipment Trade payables Income in advance Non-current payables Net assets Acquiree’s carrying amount $000 10 55 87 8 (73) (14) (17) 56 The goodwill is attributable to the customer database, trademarks, and repeat events already planned. t r o p e R l a u n n A l 9 0 0 2 71 For personal use only notes to the financial statements For the year ending 30 June 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities (g) Summary of acquisition On 30 June 2009 the parent entity acquired the remaining 10% of Corporate Intelligence and Communications Ltd (“CIC”). Details of the fair value of the assets and liabilities acquired and goodwill are as follows: Purchase consideration: Cash paid Fair value of WRG shares transferred Total purchase consideration Fair value of net identifiable assets acquired Goodwill (h) Net cash outflows Outflow of cash to acquire subsidiary Cash consideration Less: Cash balance acquired Outflow of cash $000 - 232 232 16 216 232 Consolidated 2009 $000 Parent entity 2009 $000 - (2) (2) - (2) (2) (i) Assets and liabilities acquired The assets and liabilities arising from the acquisition are as follows: Cash Financial assets Borrowings Net assets Acquiree’s carrying amount $000 2 23 (9) 16 The goodwill is attributable to approximately $164,000 in unbilled consultancy work not brought to account, payment of which is contingent on clients’ capital raising. t r o p e R l a u n n A l 9 0 0 2 72 For personal use only directors’ declaration The directors of the company declare that: 1. The financial statements and notes thereto are in accordance with the Corporations Act 2001 and: a) comply with Accounting Standards and the Corporations Regulation 2001; and b) give a true and fair view of the financial position as at 30 June 2009 and of the performance for the year ended on that date of the company and the economic entity. 2. The chief executive officer and the company secretary 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. This declaration is made in accordance with a resolution of the Board of Directors. Dated this 29th day of September 2009. Andrew Kent Director t r o p e R l a u n n A l 9 0 0 2 73 For personal use only For personal use only For personal use only additional information for listed public companies As at 31st August 2009 l Aspermont Limited ACN 000 375 048 & Controlled Entities The following additional information is required by the Australian Securities Exchange Limited in respect of listed companies: a) Shareholding Ordinary Share Capital 229,377,159 (2008: 217,358,509) shares are held by 363 (2008: 374) individual holders. All issued ordinary shares carry one vote per share. Distribution of Shareholders Category (size of Holding) 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 – and over Ordinary shares 2009 2008 37 30 84 123 89 363 42 30 89 127 86 374 The number of shareholdings held with less than marketable parcel is 55 (2008: 45). b) Share Options (Unquoted) Number of Options Number of Holders Exercise Price Date of Expiry 150,000 9,000,000 500,000 1,000,000 1 1 1 1 45.0c 22.5c 50.0c 22.5c 02/03/2010 30/06/2010 22/08/2010 30/09/2010 c) Company Secretary The name of the Company Secretary is Mr. Henry Thong. d) Principal Registered Office The address of the principal registered office in Australia is: 613-619 Wellington Street, Perth, WA 6000 Ph +61 8 6263 9100 e) Register of Securities The register of securities is held at the following address: Advanced Share Registry 110 Stirling Highway, Nedlands, WA 6009 f) Stock Exchange Listing Quotation has been granted for all of the ordinary shares of the company on all Member Exchanges of the Australian Securities Exchange Limited. t r o p e R l a u n n A l 9 0 0 2 76 For personal use only g) Substantial Shareholders Name Number of Ordinary fully paid shares held % Held of Issued Ordinary Capital 1 Mr. Andrew Kent and beneficial interests 116,925,000 2 Mr. John Stark and beneficial interests 3 Cannavo Investments Pty Ltd 24,656,093 11,000,000 50.97% 10.75% 4.80% h) 20 Largest Shareholders – Ordinary shares Name 1 Drysdale Investments Limited 2 Cannavo Investments Pty Ltd 3 Annis Trading Limited 4 Mr. John Stark & Mrs Julie Stark 5 Allan Dale Real Estate Pty Ltd 6 HSBC Custody Nominees (Australia) Limited 7 National Nominees Limited 8 Mr. Alan Cowen 9 Allan Dale Holdings Pty Ltd 10 Mr. Robert Barrowman 11 Mr. Robert Miller 12 A & C Gal Investments Pty Limited 13 Chepan Pty Ltd 14 Mr. Rhoderic Charles Whyte 15 Mr. Thomas George Klinger 16 Mr. Yeak Hui Tan 17 Dr Carole Anne Jones 18 B F A Pty Ltd 19 Mr. David Nizol 20 Peterborough Nominees Pty Ltd Number of Ordinary fully paid shares held % Held of Issued Ordinary Capital 107,312,500 11,000,000 9,562,500 9,360,000 8,585,000 5,259,256 5,248,884 5,199,585 5,111,093 4,506,688 4,481,353 4,155,000 3,210,000 3,000,000 2,150,207 2,081,746 2,000,000 1,950,000 1,700,603 1,593,750 46.78% 4.80% 4.17% 4.08% 3.74% 2.29% 2.29% 2.27% 2.23% 1.97% 1.95% 1.81% 1.40% 1.31% 0.94% 0.91% 0.87% 0.85% 0.74% 0.70% 197,468,165 86.09% t r o p e R l a u n n A l 9 0 0 2 77 For personal use only notes t r o p e R l a u n n A l 9 0 0 2 78 For personal use only t r o p e R l a u n n A l 9 0 0 2 79 For personal use only notes t r o p e R l a u n n A l 9 0 0 2 80 For personal use only For personal use only AUSTRALIA PERTH 613-619 Wellington St PERTH, Western Australia 6000 T l +61 8 6263 9100 F l +61 8 6263 9148 www.aspermont.com SYDNEY Level 4, 36 Carrington St SYDNEY, New South Wales 2000 T l +61 2 9279 2222 F l +61 2 9279 2477 www.resourcefulevents.com UK/EUROPE/AMERICAS ASPERMONT UK Albert House, 1 Singer St LONDON, United Kingdom, EC2A 4BQ T l +44 (0) 20 7216 6060 F l +44 (0) 20 7216 6050 www.mining-journal.com For personal use only
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