ABN 89 008 108 227
IRONBARK CAPITAL LIMITED
APPENDIX 4E & ANNUAL REPORT
FOR THE YEAR ENDED
30 JUNE 2024
IRONBARK CAPITAL LIMITED
Results for Announcement to the Market
_________________________________________________________________
Year Ended 30 June 2024
This report is based on audited financial statements. The previous corresponding period is the
year ended 30 June 2023.
•
Net profit after tax was $2.61 million, 52.3% down on the $5.47 million profit from the
previous period.
•
Investment revenue from ordinary activities was $3.54 million, 49.9% down from the
previous period. This includes dividends, distributions and interest which was up 8.1% on
the corresponding period. The main contributor to this result was the change in fair value
of the underlying investments. The unrealised loss for the period was $0.88 million
compared to the $2.16 million unrealised gain for the prior year. Realised gains were down
45.4% for the period from $0.91 million compared to the prior year realised gain of $1.66
million.
•
The final fully franked dividend for the 2024 financial year is 1.25 cents per share which is
to be paid on 27 September 2024 for shareholders registered as at record date of 6
September 2024. This is franked at the corporate tax rate of 25%.
•
The final fully franked dividend for the 2023 financial year was 1.25 cents per share which
was paid on 27 September 2023.
•
The interim dividend paid to shareholders on 27 March 2024 was 1.1 cents per share, fully
franked. The interim dividend for the corresponding period was 1.1 cent per share fully
franked.
•
NTA before provision for tax on unrealised gains was $0.568, compared to $0.567 from the
previous period. NTA after provision for tax on unrealised gains was $0.563, compared to
$0.559 from the previous period. The NTA is after 2.35 cents per share fully franked
dividend paid in the period and after the buy-back of 3.1 million shares.
•
The Dividend Reinvestment Plan remains suspended.
Ironbark Capital Limited
ABN 89 008 108 227
Annual Report
For the year ended 30 June 2024
Ironbark Capital Limited
ABN 89 008 108 227
Annual Report
For the year ended 30 June 2024
Contents
Page
Corporate Directory
1
Chairman’s Report
2
Investment Manager Report
4
Portfolio Shareholdings at 30 June 2024
7
Directors’ Report
8
Auditor’s Independence Declaration
14
Financial Statements
15
Directors’ Declaration
38
Independent Auditor’s Report to the Members
39
Shareholder Information
44
Ironbark Capital Limited
ABN 89 008 108 227
Corporate Directory
1
Directors
Michael Cole AM BEc, MEc, FFin, Chairman
Neal Hornsby MIPA, MBA, DipFS(FP), CertPM
Sam Kaplan BEc, MBA, FFin
Company Secretaries
Natalie Climo LLB, GradDipLegalPrac, GIA(Cert)
Jill Brewster MBA, AGIA, ACG, FIPA, FFA
Principal Registered Office
c/- Boardroom Pty Limited
Level 8,
210 George Street
Sydney NSW 2000
Telephone: 1300 737 760
Share Registrar
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001
Shareholder enquiries telephone:
(within Australia) 1300 737 760
(outside Australia) +61 2 9290 9600
Investment Manager
Kaplan Funds Management Pty Limited
Suite 607
180 Ocean Street
Edgecliff NSW 2027
Telephone: (02) 8917 0300
Accounting & Administration
Kaplan Funds Management Pty Ltd
Suite 607, 180 Ocean Street
Edgecliff NSW 2027
Telephone: (02) 8917 0399
Fax: (02) 8917 0355
Auditors
MNSA Pty Ltd
Level 1
283 George Street
Sydney NSW 2000
Website
www.ironbarkcapital.com
Company Secretarial & all other enquiries
Telephone: (02) 8917 0399
Email: enquiries@ironbarkcapital.com
Stock Exchange
Australian Securities Exchange
ASX code: IBC
Ironbark Capital Limited
ABN 89 008 108 227
Chairman’s Report
For the year ended 30 June 2024
2
Chairman’s Report
The 2024 financial year saw the market at all-time highs despite softer commodity prices and inflationary
impacts from the economies of Australia and its major trading partners.
Results for the Financial Year & Final Dividend
The profit after tax of $2.6 million was down from the $5.5 million achieved in the previous corresponding
year.
A key component of the result is the change in fair value for the year of the underlying investments, which
results in the fluctuation in profit results in any year. The prior year’s positive change in valuations was
not sustained in certain sectors and contributed to the lower profit result. Unrealised losses of $0.88
million primarily resulted from the underperformance of the property trust and the resources sectors.
Investment revenue increased by 8% to $3.5 million. Interest income increased by 78% reflecting the
higher interest rates achieved through the Hybrid and Corporate Note holdings. Dividend income decreased
by 9% reflecting in part the lower payout ratios most notably in the resources sector.
Realised gains for the year were $0.91 million, predominantly from sales in the materials, financial services
and property trust sectors, including the writing of call options.
NTA per share after provision for tax on unrealised gains was $0.563, up 0.7% compared to the previous
period. The NTA is after payment of fully franked dividends of 2.35 cents per share.
The Corporate earnings of the underlying investments and the associated fully franked dividends received
allowed the Company to maintain payment of fully franked dividends in the 2024 financial year of 2.35
cents per share. Since the end of the financial year, the Directors have declared a fully franked dividend
of 1.25 cents per share to be paid on 27 September 2024.
Investment Performance
For the year to 30 June 2024, the Ironbark portfolio returned 7.0% inclusive of franking credits,
underperforming the Benchmark (1 year swap + 6%p.a.) by 3.3%. In the last six months of the financial
year the Australian equity market saw strong bank performance and weak performance of resources and
property trusts. This had an impact on the portfolio returns where the portfolio was overweight materials
and underweight banks and with buy/write positions in both. The performance over 3 years of 8.2% and
over 5 years of 7.1% is still very satisfactory and has been achieved in times of continuing economic
uncertainty.
The Ironbark performance reflects the Investment Manager’s absolute return focus and income emphasis
including the writing of call options. The Investment Manager's report by Kaplan Funds Management
(KFM) which follows the Chairman’s Report, sets out in detail the investment experience in this 2024
financial year.
Capital Management
The on-market share buy-back for up to 10% of the Company’s shares over 12 months continued in the
2024 financial year and 3,116,600 shares were bought back in the period to 30 June 2024.
In accordance with the Company’s capital management program, the program has been extended for a
further 12 months until 18 July 2025. This provides the mechanism for the Company to buy back its shares
during prolonged periods of share price volatility when there is a significant discount to underlying NTA.
Ironbark Capital Limited
ABN 89 008 108 227
Chairman’s Report
For the year ended 30 June 2024
3
Investment Management Agreement
Following a review of the Investment Management Agreement, which was last undertaken almost 10 years
ago, and as indicated to the Market in early December, the management fee was increased from 1 January
2024 from 0.4% p.a. to 0.6% p.a., offset by the removal of the performance fee. This is a competitive
investment management fee by way of comparison with our peers. Historically, Ironbark’s management
fee has been higher at 0.65% p.a. with a performance fee.
The Year Ahead
The year ahead will continue to provide challenging times for financial markets, emanating from
geopolitical events and the continuing impact of inflation and interest rates on all economies. The
associated cost of living pressures on consumer spending are being felt in certain sectors and this brings
short-term uncertainty. Since year end the domestic market has also experienced the volatility in global
equity markets from the slowing economies.
Despite the economic outlook, the Ironbark portfolio continues to be well positioned to deliver fully
franked dividends and satisfactory returns within an acceptable risk profile. The Hybrid & Corporate Note
portfolio will continue to benefit from the high interest rates in the 2025 financial year.
Michael J Cole AM
Chairman
Ironbark Capital Limited
ABN 89 008 108 227
Investment Manager Report year ended 30 June 2024
4
Investment Manager Report – financial year to 30 June 2024
The manager’s focus is to deliver consistent returns and a high fully franked dividend yield from the
portfolio. IBC’s performance benchmark is the 1-year swap rate plus 6% per annum.
Performance measurement includes franking credits and option premium income. Franking credits are
included in performance because they are a significant source of return from IBC’s hybrid investments
and are beneficial for shareholders. Option premium income is generated from buy & write activity and
varies with market conditions. Over the year, realised option premium income was around $0.8m (1.3%
of the portfolio). The calculation of the portfolio’s current running yield of 6.97% excludes option income
because realised option premiums are highly variable from year to year.
IBC recorded a sound return of 7.0% over the financial year with conservative settings and low relative
volatility. The return, however, underperformed the benchmark return of 10.35% (1 year swap rate
+6%pa). Since inception, over 20 years including two crisis periods (GFC & Covid-19) the portfolio
achieved a return of 8.9%pa with 52% of equity market risk measured in terms of volatility.
PERFORMANCE TO
30/6/24
Inception
10 Yr
5 Yr
4 Yr
3 Yr
2 Yr
1 Yr
FUM $60m
21.5yrs
% pa
% pa
% pa
% pa
% pa
% pa
%
pa
IBC pre fees plus
franking
8.90
7.14
7.12
10.21
8.18
10.30
7.00
1 yr swap rate +6%
9.50
7.94
7.93
8.26
9.01
10.06
10.35
Relative performance
-0.61
-0.80
-0.81
1.95
-0.83
0.24
-3.34
volatility IBC
7.1
7.7
9.6
5.8
6.3
5.4
4.7
volatility ASX300
13.6
14.1
16.6
13.1
13.7
13.1
11.5
ASX 300 Accum
8.97
8.04
7.22
11.28
6.08
13.15
11.92
Vol relative to ASX
52%
54%
58%
44%
46%
42%
41%
IBC’s focus on income generation and capital preservation from a balanced portfolio structure has
delivered very good risk adjusted returns compared to the equities market.
0.70
0.80
0.90
1.00
1.10
1.20
1.30
1.40
1.50
1.60
Jun-19
Sep-19
Dec-19
Mar-20
Jun-20
Sep-20
Dec-20
Mar-21
Jun-21
Sep-21
Dec-21
Mar-22
Jun-22
Sep-22
Dec-22
Mar-23
Jun-23
Sep-23
Dec-23
Mar-24
Jun-24
KAPLAN FUNDS MANAGEMENT
IBC Portfolio performance before management fees + franking credits
(5 years to 30 June 2024)
IBC Portfolio (incl franking credits)
1 yr swap rate +6%
All Bond & Hybrid Index
ASX 300 Accum
Ironbark Capital Limited
ABN 89 008 108 227
Investment Manager Report year ended 30 June 2024
5
Portfolio
The portfolio is structured with an emphasis on income through yield orientated securities (hybrids and
corporate bonds, utilities, property trusts) and buy & write positions in leading companies. The
portfolio’s running yield was 6.97% inclusive of franking credits but excluding option premium income.
The buy & write strategy involves buying selective shares and selling, subject to appropriate timing, call
options over those shares. This strategy gives away some of the upside potential from a shareholding
but generates option premium income consistent with the income emphasis of the portfolio.
The portfolio is diversified across 21 different entities. Higher risk exposures in banks, industrials and
resources are largely held through buy & write option positions for income enhancement or added
protection. The portfolio’s hybrid and corporate bond holdings are mostly floating rate securities with
little duration risk.
Approximately 53% of the portfolio was held in hybrids and corporate bonds and 25% in buy & write
physical exposures (15.4% net of delta) in Banks, Telstra, BHP and Woodside. The balance was
represented by 15% in property trusts, 3% in mid-small industrial companies, 1.2% in small resources,
0.5% utilities, and 11.9% held in cash & option delta.
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
Oct-04
Feb-05
Jun-05
Oct-05
Feb-06
Jun-06
Oct-06
Feb-07
Jun-07
Oct-07
Feb-08
Jun-08
Oct-08
Feb-09
Jun-09
Oct-09
Feb-10
Jun-10
Oct-10
Feb-11
Jun-11
Oct-11
Feb-12
Jun-12
Oct-12
Feb-13
Jun-13
Oct-13
Feb-14
Jun-14
Oct-14
Feb-15
Jun-15
Oct-15
Feb-16
Jun-16
Oct-16
Feb-17
Jun-17
Oct-17
Feb-18
Jun-18
Oct-18
Feb-19
Jun-19
Oct-19
Feb-20
Jun-20
Oct-20
Feb-21
Jun-21
Oct-21
Feb-22
Jun-22
Oct-22
Feb-23
Jun-23
Oct-23
Feb-24
Jun-24
IBC Portfolio Volatility vs ASX Index Volatility
6 month rolling period
(risk measurement)
ASX Index Volatility
IBC Volatility
40.9%
8.2%
4.3%
0.5%
15.2%
4.0%
0.4%3.1%
11.9%
11.9%
Bank Notes & Hybrids Basel III
Corporate Sub Notes
Non Bank Hybrids & Corp Prefs
Utilities & Infrastructure
Property Trusts
Banks
Top 50 Industrials
Ex Top 50 Industials
Materials & Energy
Cash & Option Delta
IRONBARK CAPITAL ASSET ALLOCATION - 30 June 2024
portfolio running yield 6.97%
(includes franking credits but excludes option premium income)
Ironbark Capital Limited
ABN 89 008 108 227
Investment Manager Report year ended 30 June 2024
6
Portfolio Performance-financial year to 30 June 2024
The portfolio recorded a return of 7.0% for the financial year.
The main change to the portfolio over the year involved a further increase in floating rate wholesale
unlisted subordinate notes and major bank hybrids from 46% to 53% of the portfolio. Subordinate notes
were purchased on issue margins ranging from 1.95% and 2.35% above the bank bill rate. Hybrids were
purchased on higher issue margins ranging from 2.6% to 3.1%. Hybrid and corporate bonds delivered
a good return of around 8% over the year.
Buy & writes returned 15% and benefited from stronger bank share prices and the introduction of Origin
Energy, whilst resource shares were flat. However, the buy & write contribution was limited by rising
option delta as share prices rallied. Option writing contributed 0.8% (realised and unrealised profits) to
the total portfolio return over the year.
Property trust holdings returned -10% more than reversing the rally in the first half of the year. High
interest rates, office vacancies, and cyclical cost pressures in healthcare weighed on the sector with only
industrial property performing well.
KAPLAN FUNDS MANAGEMENT
0.08%
-1.82%
4.96%
3.78%
7.00%
10.35%
-7.0%
-2.0%
3.0%
8.0%
13.0%
cash
property trusts
buy & writes & equities
hybrids & corp bonds
PORTFOLIO TOTAL
Benchmark (1yr swap+6%)
IRONBARK CAPITAL Jun 2024
12 months - performance & sector contribution
3.6%
-10.7%
15.2%
7.8%
4.4%
24.6%
11.9%
9.4%
-20.0% -10.0%
0.0%
10.0%
20.0%
30.0%
cash
property trusts
buy & writes & equities
hybrids & corp bonds
ASX Index Returns
Fund Sector Returns
IRONBARK CAPITAL Jun 2024
12 months- comparative sector returns
*ASX300 Accum Index
Ironbark Capital Limited
ABN 89 008 108 227
Portfolio Shareholdings as at 30 June 2024
7
Market
Value*
% of
%
ASX Code
Security
$'000
portfolio
exposure**
Banks
ANZ
ANZ Banking Group Limited
2,636
4.4
2.2
CBA
Commonwealth Bank of Australia Limited
1,551
2.6
-
WBC
Westpac Banking Corporation Limited
1,985
3.3
1.4
6,172
10.3
3.6
Hybrids & Corporate Bonds
ALD26/27
Ampol Limited - Subordinated Notes (Unlisted)
2,326
3.9
3.9
ANZPI/PJ/PK
ANZ Banking Group Limited - Capital Notes
884
1.5
1.5
ANZ29
ANZ Banking Group Limited - Fixed Subordinated Notes (Unlisted)
1,045
1.7
1.7
ANZ29
ANZ Banking Group Limited - Subordinated Notes (Unlisted)
1,029
1.7
1.7
AUS25
AusNet Services Limited - Subordinated Notes (Unlisted)
1,025
1.7
1.7
AYUPA
Australian Unity Limited - Fixed Mutual Capital Instrument
900
1.5
1.5
BOQPF
Bank of Queensland Limited - Capital Notes
584
1.0
1.0
CBA28
Commonwealth Bank of Australia Limited - Fixed Subordinated Notes(Unlisted)
534
0.9
0.9
CBA27/28
Commonwealth Bank of Australia Limited -Subordinated Notes(Unlisted)
8,820
14.7
14.7
CBAPI/PM
Commonwealth Bank of Australia Limited - Capital Notes
1,046
1.7
1.7
IAGPE
Insurance Australia Group Limited - Capital Notes
837
1.4
1.4
MAC25/27/29
Macquarie Bank Limited - Subordinated Notes (Unlisted)
1,537
2.6
2.6
MBLPC
Macquarie Bank Limited - Capital Notes
629
1.1
1.1
MQGPD/PF
Macquarie Group Limited - Capital Notes
1,313
2.2
2.2
NABPF/PH/PI/PJ/PK National Australia Bank Limited - Capital Notes
2,596
4.3
4.3
NAB25
National Australia Bank Limited - Capital Notes (Unlisted)
512
0.9
0.9
NAB29
National Australia Bank Limited - Fixed Capital Notes (Unlisted)
444
0.7
0.7
NAB27/29
National Australia Bank Limited - Subordinated Notes (Unlisted)
1,038
1.7
1.7
QBE29
QBE Insurance Group Limited - Subordinated Notes (Unlisted)
526
0.9
0.9
RHCPA
Ramsay Healthcare Limited - Perpetual Preference Securities
811
1.4
1.4
SUNPJ
Suncorp Group Limited - Capital Notes
276
0.5
0.5
SUN27/29
Suncorp Group Limited - Subordinated Notes (Unlisted)
1,538
2.6
2.6
WBCPK/PM
Westpac Banking Corporation Limited - Capital Notes
1,703
2.8
2.8
31,953
53.4
53.4
Materials & Energy
BHP
BHP Billiton Limited
6,611
11.0
8.6
SMR
Stanmore Resources Limited
761
1.3
1.3
WDS
Woodside Energy Group Limited
1,236
2.1
1.7
8,608
14.4
11.6
Property
AUHW
Australian Unity Healthcare Wholesale Fund (Unlisted)
3,071
5.1
5.1
CLW
Charter Hall Long WALE REIT
2,764
4.6
4.6
WPR
Waypoint REIT
3,272
5.5
5.5
9,107
15.2
15.2
Financial Services
SDF
Steadfast Group Limited
1,828
3.1
3.1
1,828
3.1
3.1
Utilities
ORG
Origin Energy Limited
1,016
1.7
0.3
1,016
1.7
0.3
Communication Services
TLS
Telstra Group Limited
266
0.4
0.3
266
0.4
0.3
Cash
907
1.5
12.5
59,857
100.0
100.0
*Includes market value of options written against holdings
**Includes option delta written against holdings
Ironbark Capital Limited
ABN 89 008 108 227
Directors’ Report
Year ended 30 June 2024
8
Directors’ Report
The Directors present their report on the Company for the year ended 30 June 2024.
Directors
The following persons were Directors of Ironbark Capital Limited during the financial year and up to the
date of this report:
Michael Cole AM
Neal Hornsby (appointed 1 August 2023)
Ian Hunter (resigned 3 November 2023)
Sam Kaplan
Directors have been in office since the start of the financial year to the date of this report unless
otherwise stated.
Principal activities
The principal activity of the Company is the investment in securities listed on the Australian Securities
Exchange. The primary focus emanating from this activity is the payment of fully franked dividends and
the preservation of capital.
Review of Operations
The profit from ordinary activities after income tax amounted to $2.61 million (2023: $5.47 million).
Investment revenue increased by 8% to $3.5 million. Interest income increased by 78% reflecting the
higher interest rates achieved through the Hybrid and Corporate Note holdings. Dividend income decreased
by 9% reflecting in part the lower payout ratios.
Realised gains for the year were $0.91 million, predominantly from sales in the materials, financial
services and property trust sectors, including the trading of call options.
A key component of the result is the change in fair value for the year of the underlying investments,
which results in the fluctuation in profit results in any year. The prior year’s positive change in valuations
was not sustained in certain sectors and contributed to the lower profit result. Unrealised losses of
$0.88 million primarily resulted from the underperformance of the property trust and the resources
sectors.
NTA per share after provision for tax on unrealised gains was $0.563, up 0.7% compared to the previous
period. The NTA is after payment of fully franked dividends of 2.35 cents per share.
The on-market share buy-back for up to 10% of the Company’s shares over 12 months continued in the
2024 financial year and 3,116,600 shares were bought back in the period to 30 June 2024.
In accordance with the Company’s capital management program, the program has been extended for
a further 12 months until 18 July 2025. This provides the mechanism for the Company to buy back its
shares during prolonged periods of share price volatility when there is a significant discount to
underlying NTA.
Ironbark Capital Limited
ABN 89 008 108 227
Directors’ Report
Year ended 30 June 2024
9
Dividends
Subsequent to year end, the Directors declared a final fully franked dividend of 1.25 cents per share
with record date of 6 September 2024 and payable on 27 September 2024.
The following dividends paid to members during the financial year were fully franked at the corporate
tax rate of 25%:
Record
Dividend
Total Amount
Date of
Date
Rate
$’000
Payment
% Franked
2024
Ordinary shares -
Interim
05/03/2024
1.1cps
$1,181
27/03/2024
100
Ordinary shares -
2023 Final
06/09/2023
1.25cps
$1,370
27/09/2023
100
Significant changes in the state of affairs
There were no significant changes in the state of affairs of the Company during the financial year other
than as disclosed in the financial statements.
Matters subsequent to the end of the financial year
No other matter or circumstance has occurred subsequent to year end that has significantly affected,
or may significantly affect, the operations of the Company, the results of those operations or the state
of affairs of the Company or economic entity in subsequent financial years.
Likely developments and expected results of operations
The Company will continue to be managed in accordance with the investment objectives set out in the
governing documents and in accordance with the Constitution. The Company will continue to pursue
its investment objectives for the long-term benefit of the members. This will require continual review of
the investment strategies that are currently in place and may require changes to these strategies to
maximise returns subject to the current economic climate.
Environmental regulation
The Company is not subject to any significant environmental regulation under Commonwealth or State
law.
Information on directors
Michael Cole AM B Ec, M Ec, F Fin Chairman - Non-Executive Independent Director
Experience and expertise
Investment manager and investment banker
Other current directorships of listed companies in last 3 years
Chairman, Regal Partners Limited
Interests in shares
500,000 shares
Ironbark Capital Limited
ABN 89 008 108 227
Directors’ Report
Year ended 30 June 2024
10
Information on directors (continued)
Neal Hornsby MIPA, MBA, DipFS(FP), CertPM, (appointed 1 August 2023)
Non-Executive Independent Director, Chairman, Audit Committee
Experience and expertise
Financial services, risk management & compliance
Other current directorships of listed companies in last 3 years
None
Interests in shares
50,000 shares
Sam Kaplan B Ec, MBA, F Fin Non-Executive Non-Independent Director
Experience and expertise
Funds management and capital management
Other current directorships of listed companies in last 3 years
Deputy Chairman, Qube Holdings Limited
Interests in shares
Details of Sam Kaplan’s interests in shares of the Company included later in this report.
Company Secretary
The Company Secretary is Ms Natalie Climo, appointed 1 August 2024. She has worked in the corporate
sector, previously as an in-house lawyer and more recently as a Company Secretary for a portfolio of
ASX listed companies. She holds a Bachelor of Laws and a Graduate Diploma in Legal Practice and has
extensive experience in corporate governance and board advisory of ASX listed and unlisted companies.
Ms Jill Brewster will resign as Company Secretary effective 30 August 2024.
Meetings of directors
The number of meetings of the Company’s Board of Directors and Audit Committee held during the
year ended 30 June 2024, and the number of meetings attended by each Director were:
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
A
B
A
B
Michael Cole
4
4
2
2
Neal Hornsby *
4
4
2
2
Ian Hunter**
2
2
1
1
Sam Kaplan
3
4
0
2
* Appointed 1 August 2023
** Resigned 3 November 2023
Board meetings
Audit Committee
Ironbark Capital Limited
ABN 89 008 108 227
Directors’ Report
Year ended 30 June 2024
11
Audit Committee
The Audit Committee currently consists of Mr Neal Hornsby, Mr Michael Cole, and Mr Sam Kaplan. The
Chairman is Mr Neal Hornsby, who is not the Chairman of the Board.
Remuneration report
This report details the nature and amount of remuneration for each Director and Key Management
Personnel of Ironbark Capital Limited in accordance with the Corporations Act 2001.
Remuneration policy
The Board determines the remuneration structure of Non-Executive Directors, having regards to the
scope of the Company’s operations and other relevant factors including the frequency of Board
meetings as well as directors’ length of service, particular experience and qualifications. The Board
makes a recommendation to shareholders as to the level of Non-Executive Directors’ remuneration
which is then put to shareholders at the Annual General Meeting for approval. The Company has no
employees as the investment management and administration services are outsourced.
As the Company does not provide share or option schemes to Directors, remuneration of Non-
Executives is not explicitly linked to the Company’s performance. Notwithstanding this, Board members
are subject to ongoing performance monitoring and regular performance reviews.
Directors’ benefits
This report details the nature and amount paid to each Director of the Company during the financial
year.
(i) Remuneration of Directors
The following table shows details of the remuneration received by the Directors of the Company for the
current and previous financial year.
The Company does not provide other benefits to the independent Non-Executive Directors.
2024
Name
Directors fees
Superannuation
Total
$
$
$
MJ Cole
22,000
-
22,000
NM Hornsby (appointed 1 Aug 2023)
18,169
1,998
20,167
IJ Hunter (resigned 3 November 2023)
7,517
-
7,517
S Kaplan
4,504
496
5,000
52,190
2,494
54,684
2023
Name
Directors fees
Superannuation
Total
$
$
$
MJ Cole
22,000
-
22,000
IJ Hunter
22,000
-
22,000
S Kaplan
5,000
-
5,000
49,000
-
49,000
Ironbark Capital Limited
ABN 89 008 108 227
Directors’ Report
Year ended 30 June 2024
12
(i) Remuneration of Directors(continued)
The Board may determine the remuneration of Directors within the maximum amount approved by
shareholders. The maximum remuneration approved was $22,000 each per annum.
Accounting and company secretarial duties are outsourced to Kaplan Funds Management Pty Limited.
Kaplan Funds Management Pty Limited is remunerated for services rendered pursuant to an
Administrative Services Agreement effective 1 April 2014.
(ii) Remuneration of Director Related Entities
The Company has an Investment Management Agreement and an Administrative Agreement with
Kaplan Funds Management Pty Ltd, the Investment Manager, such that it will manage investments of
the Company, ensure regulatory compliance with all the relevant laws and regulations, and provide
administrative and other services for a fee. Sam Kaplan is Managing Director of Kaplan Funds
Management Pty Limited,
An entity associated with Sam Kaplan, Kaplan Partners Pty Limited, holds 100% of the shares of Kaplan
Funds Management Pty Limited.
For the year ended 30 June 2024 the management fee (net of RITC) was $311,520 (2023: $248,932). The
administrative fee for accounting and secretarial services (net of RITC) was $64,626 (2023: $54,294).
The terms of the Investment Management Agreement (IMA) to 31 December 2023 included a
performance fee of 15% payable for any outperformance of the investment portfolio above the
benchmark of 1 year swap rate plus 6%, subject to a highwater mark. As at 31 December 2023 there
was no performance fee payable. (30 June 2023: Nil). Following a review of the IMA, a new IMA effective
1 January 2024 traded the performance fee for a lift in the management fee. The management fee
increased from 0.4% p.a. to 0.6% p.a. and there is no performance fee.
(iii) Equity instruments of Directors and related parties
As at the date of this report, the relevant interest in the shares of the Company of each director and as
notified to the ASX is as follows:
2024
Name
Balance at
the start of
the year
Net movement
Balance at
the end of
the year
Ordinary shares
Michael Cole
500,000
-
500,000
Ian Hunter*
250,000
-
n/a
Neal Hornsby**
-
50,000
50,000
Sam Kaplan***
47,206,340
-
47,206,340
47,956,340
50,000
47,756,340
* Resigned 3 November 2023
** Appointed 1 August 2023
*** Includes shares in which Mr Kaplan has only deemed relevant interest under the
Corporations Act 2001 from which Mr Kaplan may receive no economic benefit.
Ironbark Capital Limited
ABN 89 008 108 227
Directors’ Report
Year ended 30 June 2024
13
Insurance and indemnification of officers and auditors
During the financial year, the Company paid a premium in respect of a contract insuring the Directors
of the Company, the Company Secretary and any related body corporate against liability incurred as
such by a Director or Secretary to the extent permitted by the Corporations Act 2001. The contract of
insurance prohibits disclosure of the nature of the liability and the amount of the premium.
No indemnities have been given or insurance premiums paid during or since the end of the financial
year, for any person who is or has been an auditor of the Company.
Proceedings on behalf of the Company
No person has applied 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. The Company was not party to any such proceedings during the year.
Non-audit services
There were no non-audit services provided by the auditors during the year ended 30 June 2024.
Corporate Governance Statement
The Company’s Corporate Governance Statement for the year ended 30 June 2024 is found on the
Company’s website https://ironbarkcapital.com/about/corporate-governance/
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 14.
Rounding of amounts
The Company is of a kind referred to in Amendment Instrument 2022/519, issued by the Australian
Securities and Investments Commission, relating to the ‘rounding off’ of amounts. Amounts in this
Report have been rounded off in accordance with that Instrument to the nearest thousand dollars, or in
certain cases, to the nearest dollar.
This report is made in accordance with a resolution of the Directors.
Michael J Cole AM
Director
Sydney
23 August 2024
14
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF
THE CORPORATIONS ACT 2001
TO THE DIRECTORS OF IRONBARK CAPITAL LIMITED
ABN 89 008 108 227
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following
declaration of independence to the directors of Ironbark Capital Limited.
As the auditor for the audit of the financial report of Ironbark Capital Limited for the year ended 30 June
2024, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
i.
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
ii.
any applicable code of professional conduct in relation to the audit.
MNSA Pty Ltd
Mark Schiliro
Director
Sydney
23 August 2024
Ironbark Capital Limited
ABN 89 008 108 227
Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 30 June 2024
15
2024
2023
Notes
$'000
$'000
Investment income from trading portfolio
Revenue
6
3,507
3,245
Net gains on trading portfolio
6
28
3,814
Total investment income from trading portfolio
3,535
7,059
Expenses
Management fees
19 (b)
(311)
(249)
Brokerage expense
(29)
(20)
Accounting fees
(65)
(54)
Share registry fees
(33)
(30)
Custody fees
(31)
(29)
Tax fees
(15)
(14)
Directors' liability insurance
(34)
(37)
Legal fees
-
(8)
Directors' fees
19 (a)
(55)
(49)
ASX fees
(47)
(45)
Audit fees
17
(42)
(40)
Options expense
(13)
(12)
Other expenses
(24)
(22)
Total expenses
(699)
(609)
Profit before income tax
2,836
6,450
Income tax expense
7
(228)
(980)
Net profit for the year
2,608
5,470
Other comprehensive income/(loss) for the year net of tax
-
-
Total comprehensive income for the year
2,608
5,470
Cents
Cents
Basic and diluted earnings per share
22
2.40
4.97
The above Statement of Profit or Loss and Other Comprehensive Income should be read in conjunction with the
accompanying notes.
Ironbark Capital Limited
ABN 89 008 108 227
Statement of Financial Position
As at 30 June 2024
16
2024
2023
Notes
$'000
$'000
ASSETS
Current assets
Cash and cash equivalents
8
907
647
Trade and other receivables
9
203
285
Trading portfolio
10
58,950
60,170
Other assets
6
6
Total current assets
60,066
61,108
Non- current assets
Deferred tax assets
12
1,247
1,563
Total non-current assets
1,247
1,563
Total assets
61,313
62,671
LIABILITIES
Current liabilities
Trade and other payables
13
123
65
Current tax liabilities
542
317
Total current liabilities
665
382
Non-current liabilities
Deferred tax liabilities
14
563
875
Total non-current liabilities
563
875
Total liabilities
1,228
1,257
Net assets
60,085
61,414
Equity
Issued capital
15
58,864
60,250
Profit reserve
10,060
9,751
Accumulated losses
(8,839)
(8,587)
Total equity
60,085
61,414
The above Statement of Financial Position should be read in conjunction with the accompanying notes.
Ironbark Capital Limited
ABN 89 008 108 227
Statement of Changes in Equity
For the year ended 30 June 2024
17
Consolidated entity disclosure statement
The Company is not required to prepare consolidated financial statements by Australian Accounting
Standards. Accordingly, in accordance with section 295(3A) of the Corporations Act 2001 (Cth), no
further information is required to be disclosed in this consolidated entity disclosure statement.
Issued
Profit
Accumulated
Total
capital
reserve
losses
equity
Notes
$'000
$'000
$'000
$'000
60,250
9,751
(8,587)
61,414
-
-
2,608
2,608
-
2,860
(2,860)
-
-
2,860
(252)
2,608
Dividends paid
16(a)
-
(2,551)
-
(2,551)
Buy-back of shares
15(c)
(1,386)
-
-
(1,386)
58,864
10,060
(8,839)
60,085
60,475
6,869
(8,587)
58,757
-
-
5,470
5,470
-
5,470
(5,470)
-
-
5,470
-
5,470
Dividends paid
16(a)
-
(2,588)
-
(2,588)
Buy-back of shares
15(c)
(225)
-
-
(225)
60,250
9,751
(8,587)
61,414
Transactions with owners in their
capacity as owners:
Balance at 30 June 2024
The above Statement of Changes in Equity should be read in conjunction with the accompanying notes.
Balance at 1 July 2022
Profit for the year
Transfer to profit reserve
Total comprehensive income for the
year
Total comprehensive income for the
year
Balance at 1 July 2023
Profit for the year
Transfer to profit reserve
Balance at 30 June 2023
Transactions with owners in their
capacity as owners:
Ironbark Capital Limited
ABN 89 008 108 227
Statement of Cash Flows
For the year ended 30 June 2024
18
2024
2023
Notes
$'000
$'000
Cash flows from operating activities
Interest received
1,149
603
1,249
(458)
Dividends and trust distributions received
2,443
2,620
Other income received
-
1
Management fees paid
(301)
(248)
Other expenses paid
(392)
(359)
Net cash inflow from operating activities
21
4,148
2,159
Cash flows from financing activities
Dividends paid to shareholders
16(a)
(2,551)
(2,588)
Payments for shares bought back
(1,337)
(223)
Net cash (outflow) from financing activities
(3,888)
(2,811)
Net increase/(decrease) in cash and cash equivalents
260
(652)
Cash and cash equivalents at beginning of financial year
647
1,299
8
907
647
The above Statement of Cash Flows should be read in conjunction with the accompanying notes.
Cash and cash equivalents at the end of the financial
year
Net proceeds/(payments) of trading portfolio
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
19
1. General information
Ironbark Capital Limited (the "Company") is a listed public company domiciled in Australia. The address of
Ironbark Capital Limited's registered office is Level 8, 210 George Street, Sydney, NSW 2000. The financial
statements of Ironbark Capital Limited are for the year ended 30 June 2024. The Company is primarily
involved in making investments and deriving revenue and investment income from listed securities,
wholesale fixed interest securities and unit trusts in Australia.
2. Significant accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated. The
financial statements are for the entity Ironbark Capital Limited.
(a)
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting
Standards and interpretations issued by the Australian Accounting Standards Board and the Corporations
Act 2001. The Company is a ‘for profit’ entity.
The Financial Statements were authorised for issue by the directors on 23 August 2024.
(i)
Compliance with IFRS
Australian Accounting Standards include Australian equivalents to International Financial Reporting
Standards (AIFRS). AIFRS ensures that the financial statements and notes comply with International
Financial Reporting Standards (IFRS).
(ii)
New and amended standards adopted by the Company
The following amendments to the accounting standards became applicable from 1 January 2024, but do
not have an impact on the Financial Statements of the Company:
AASB 2020-1 Amendments to Australian Accounting Standards –Classification of Liabilities as
Current or Noncurrent and AASB 2022-6 Amendments to Australian Accounting Standards –
Non-current Liabilities with Covenants.
(iii)
Historical cost convention
These Financial Statements have been prepared under the accruals basis and are based on historical cost
convention, except that financial instruments are stated at their fair value through profit or loss.
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
20
2.
Significant accounting policies (continued)
(iv)
Critical accounting estimates
The preparation of financial statements requires the use of certain critical accounting estimates. It also
requires management to exercise its judgment in the process of applying the Company's accounting
policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and
estimates are significant to the financial statements, refer to Note 4.
(b)
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as
revenue are net of returns and trade allowances.
(i)
Trading income
Profits and losses realised from the sale of investments and unrealised gains and losses on securities held
at fair value are included in the Statement of Profit or Loss and Other Comprehensive Income in the year
they are earned/incurred.
(ii)
Dividends and trust distributions
Dividends and trust distributions are recognised as revenue when the right to receive payment is established.
(iii)
Interest income
Interest income is recognised using the effective interest method.
(iv)
Other income
The Company recognises other income when the amount of revenue can be reliably measured, it is
probable that future economic benefits will flow to the entity and specific criteria have been met for each of
the Company's activities as described above.
(c)
Income tax
The income tax expense (or tax benefit) for the period is the tax payable on the current period's taxable
income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at
the end of the reporting period. Management periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions
where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the Financial Statements. Deferred
income tax is determined using tax rates that have been enacted or substantially enacted by the end of the
reporting period and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
21
2. Significant accounting policies (continued)
(c) Income Tax (continued)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax
assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax
assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss in the Statement of Profit or Loss and Other
Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or
directly in equity, respectively.
(d)
Cash and cash equivalents
For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents includes cash
on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with
original maturities of three months or less that are readily convertible to known amounts of cash and which
are subject to an insignificant risk of changes in value.
(e)
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised
cost using the effective interest method, less provision for impairment. Trade and other receivables are
generally due for settlement within 30 days. They are presented as current assets unless collection is not
expected for more than 12 months after the reporting date.
Collectability of trade and other receivables is reviewed on an ongoing basis. Debts which are known to be
uncollectible are written off by reducing the carrying amount directly.
(f)
Trading portfolio
Classification
The trading portfolio comprises securities held for short term trading purposes, including exchange traded
option contracts that are entered into, as described below. The purchase and the sale of securities are
accounted for at the date of trade. Trade date accounting is adopted for financial assets that are delivered
within timeframes established by market place convention.
Options are initially brought to account at the amount received upfront for entering the contract (the
premium) and subsequently revalued to current market value. Increments and decrements are taken
through the Statement of Profit or Loss and Other Comprehensive Income.
Securities in the trading portfolio are classified as "assets measured at fair value through profit or loss".
Recognition and derecognition
Purchases and sales of financial assets are recognised on trade date - the date on which the Company
commits to purchase or sell the asset. Financial assets are derecognised when the right to receive cash
flows from the financial assets have expired or have been transferred and the Company has transferred
substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Company measures a financial asset or financial liability at its fair value.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or
loss.
Subsequent to initial recognition, the financial instruments are measured at fair value with changes in their
fair value recognised in the Statement of Profit or Loss and Other Comprehensive Income.
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
22
2. Significant accounting policies (continued)
(f) Trading Portfolio (continued)
When disposal of an investment occurs, the cumulative gain or loss is recognised as realised gains and
losses on trading portfolio in the Statement of Profit or Loss and Other Comprehensive Income.
The objective of determining fair value for a financial instrument that is traded in an active market is to
arrive at the price at which a transaction would occur at the end of the reporting period. The existence of
published price quotations in an active market is the best evidence of fair value and is used to measure the
financial asset or financial liability.
Financial assets are valued at their fair value without any deduction for transaction costs that may be
incurred on sale or other disposal. Certain costs in acquiring investments, such as brokerage and stamp
duty are expensed in the Statement of Profit or Loss and Other Comprehensive Income.
(g)
Derivatives
The Company may invest in financial derivatives. Derivative financial instruments are accounted for on the
same basis as the underlying investment exposure. Gains and losses relating to derivatives are included in
investment income as part of realised or unrealised gains and losses on investments.
(h)
Trade and other payables
Trade and other payables represent liabilities for goods and services provided to the Company prior to the
end of financial year that remain unpaid. The amounts are unsecured and are usually paid within 30 days
of recognition. Trade and other payables are presented as current liabilities unless payment is not due
within 12 months from the reporting date. They are recognised initially at their fair value and subsequently
measured at amortised cost using the effective interest method.
(i)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares
or options are shown in equity as a deduction, net of tax, from the proceeds.
(j)
Profit reserve
The Profit Reserve is made up of amounts transferred from current and retained earnings that are
preserved for future dividend payments.
(k)
Dividends
In accordance with the Corporations Act 2001, the Company may pay a dividend where the Company's
assets exceed its liabilities, the payment of the dividend is fair and reasonable to the Company's
shareholders as a whole and the payment of the dividend does not materially prejudice the Company's
ability to pay its creditors.
It is the Directors’ policy to only pay fully franked dividends and to distribute the majority of franking credits
received each year. Franking credits are generated by receiving fully franked dividends from shares held in
the Company's investment portfolio, and from the payment of corporate tax on its other investment income,
namely share option premiums, unfranked income and net realised gains.
A provision for dividends payable is recognised in the reporting period in which dividends are
declared, for the entire undistributed amount, regardless of the extent to which they will be paid in cash.
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
23
2. Significant accounting policies (continued)
(l)
Earnings per share
(i)
Basic earnings per share
Basic earnings per share is calculated by dividing:
•
the profit attributable to owners of the Company, excluding any costs of servicing equity other than
ordinary shares
•
by the weighted average number of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the year and excluding treasury shares.
(ii)
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take
into account:
•
the after income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares, and
•
the weighted average number of additional ordinary shares that would have been outstanding
assuming the conversion of all dilutive potential ordinary shares.
(m)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST
incurred is not recoverable from the Australian Taxation Office (ATO). In this case it is recognised as part of
the cost of acquisition of the asset or as part of the expense.
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net
amount of GST recoverable from, or payable to, the ATO is included with other receivables or payables in
the Statement of Financial Position.
Cash flows are presented in the Statement of Cash Flows on a gross basis, except for the GST
components of cash flows arising from investing or financing activities which are recoverable from, or
payable to the ATO and are presented as operating cash flows.
(n)
Rounding of amounts
The Company is of a kind referred to in Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to the 'rounding off' of amounts in the financial statements. Amounts in
the financial statements have been rounded off in accordance with that Instrument to the nearest thousand
dollars, or in certain cases, the nearest dollar.
(o)
Functional and presentation currency
The functional and presentation currency of the Company is Australian dollars.
(p)
Operating Segments
The Company operated in Australia only and the principal activity is investment.
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
24
2. Significant accounting policies (continued)
(q)
New accounting standards for application in future periods
The following new accounting standards and interpretations, have been published that are not mandatory
for 30 June 2024 reporting periods and have not yet been adopted in the financial statements:
IFRS S1 – General requirements for disclosure of sustainability – related financial information
IFRS S2 – Climate related disclosures
The above accounting standards are effective for annual reporting periods on or after 1 January 2025.
None of these have a material impact on the financial statements.
3. Financial risk management
The Company’s activities expose it to a variety of financial risks: market risk (including interest rate risk and
price risk), credit risk and liquidity risk. The Board of the Company has implemented a risk management
framework to mitigate these risks.
(a)
Market risk
The standard defines this as the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market prices.
(i)
Price risk
The Company is exposed to equity securities price risk. This arises from investments held by the Company
and classified in the Statement of Financial Position as trading portfolio.
The Company seeks to manage and constrain market risk by diversification of the investment portfolio
across multiple stocks and industry sectors. The Investment Manager of the trading portfolio has been
granted specific risk tolerance boundaries as set out in the Investment Management Agreement.
The Company's investments split by sector as at 30 June are set out below:
2024
2023
Sector
(%)
(%)
Financials
10.3
14.2
Property
15.2
18.9
Materials & Energy
14.4
15.6
Financial Services
3.1
3.9
Communication Services
0.4
0.3
Utilities
1.7
0.2
Corporate floating rate notes
18.7
19.9
Subordinated notes
32.4
23.5
Fixed rate notes
2.3
2.4
Cash
1.5
1.1
Total
100.0
100.0
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
25
3. Financial risk management (continued)
(a) Market risk (continued)
(i) Price risk (continued)
Securities representing over 5 percent of the trading portfolio at 30 June 2024 were:
The Company is also not directly exposed to currency risk as all its investments are quoted in Australian
dollars.
The following table illustrates the effect on the Company's profit or loss based on an increase or fall in
market prices of 5% and 10% on the investment assets in the Company’s portfolio at reporting date,
assuming a flat tax rate of 25 percent (2023: 25 percent):
(ii)
Cash flow and fair value interest rate risk
The Company's interest bearing financial assets expose it to risks associated with the effects of fluctuations
in the prevailing levels of market interest rates on its financial position and cash flows. The risk is measured
using sensitivity analysis.
The table below summarises the Company's exposure to interest rate risk. It includes the Company's
assets and liabilities at fair values, categorised by the earlier of contractual repricing or maturity dates.
2024
(%)
Australian Unity Healthcare Property Fund
5.1
BHP Billiton Limited
8.6
Waypoint REIT
5.5
19.2
Index
$'000
$'000
$'000
$'000
Change in variable by +5%/-5% (2023: +5%/-5%)
2,211
(2,211)
2,256
(2,256)
Change in variable by +10%/-10% (2023: +10%/-10%)
4,421
(4,421)
4,513
(4,513)
This illustration does not take into account covered call option positions
Impact on post-tax profit
2023
2024
30 June 2024
Floating
interest rate
Fixed
interest rate
Non-interest
bearing
Total
$'000
$'000
$'000
$'000
Financial Assets
Cash and cash equivalents
907
-
-
907
Trade and other receivables
-
-
203
203
Trading portfolio
30,610
1,344
26,996
58,950
Other assets
-
-
6
6
31,517
1,344
27,205
60,066
Financial liabilities
Trade and other payables
-
-
(123)
(123)
Current tax liability
-
(542)
(542)
-
-
(665)
(665)
Net exposure
31,517
1,344
26,540
59,401
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
26
3. Financial risk management (continued)
(a) Market risk (continued)
(ii) Cash flow and fair value interest rate risk (continued)
The weighted average interest rate of the Company's cash and cash equivalents at 30 June 2024 is
3.22% pa (2023: 1.07% pa).
Sensitivity
At 30 June 2024, if interest rates had increased or decreased by 75 basis points from the year end rates
with all other variables held constant, post-tax profit for the year would have been $177,282 higher/
$177,282 lower (2023: changes of 75 bps/75 bps: $152,096 higher/$152,096 lower).
(b)
Credit risk
The standard defines this as the risk that one party to a financial instrument will cause a financial loss for
the other party by failing to discharge an obligation.
The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance
date to recognised financial assets, is the carrying amount, net of any provisions for impairment of those
assets, as disclosed in the Statement of Financial Position and Notes to the Financial Statements. There
are no material amounts of collateral held as security at 30 June 2024.
Credit risk is managed as noted in Note 8 with respect to cash and cash equivalents, Note 9 for trade and
other receivables and Note 10 for floating rate note trading portfolio. None of these assets are overdue or
considered to be impaired.
(c)
Liquidity risk
The standard defines this as the risk that an entity will encounter difficulty in meeting obligations associated
with financial liabilities.
The Investment Manager monitors cash-flow requirements daily taking into account upcoming dividends,
tax payments and investing activity.
The Company's inward cash flows depend upon the level of dividend and distribution revenue received.
Should these decrease by a material amount, the Company would amend its outward cash flows
accordingly. As the Company's major cash outflows are the purchase of securities and dividends paid to
shareholders, the level of both of these is managed by the Board and Investment Manager. The assets of
the Company are largely in the form of readily tradable securities which can be sold on-market if
necessary.
30 June 2023
Floating
interest rate
Fixed
interest rate
Non-interest
bearing
Total
$'000
$'000
$'000
$'000
Financial Assets
Cash and cash equivalents
647
-
-
647
Trade and other receivables
-
-
285
285
Trading portfolio
26,392
1,428
32,350
60,170
Other assets
-
-
6
6
27,039
1,428
32,641
61,108
Financial liabilities
Trade and other payables
-
-
(65)
(65)
Current tax liability
-
(317)
(317)
-
-
(382)
(382)
Net exposure
27,039
1,428
32,259
60,726
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
27
3. Financial risk management (continued)
(c) Liquidity risk (continued)
The table below analyses the Company's non-derivative financial liabilities in relevant maturity groupings
based on the remaining period to the earliest possible contractual maturity date at the year-end date. The
amounts in the table are contractual undiscounted cash flows.
Contractual maturities of financial liabilities
(d)
Fair value measurements
The fair value of financial assets and financial liabilities must be estimated for recognition and
measurement or for disclosure purposes.
AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of the following
fair value measurement hierarchy:
(a) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
(b) inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (as prices) or indirectly (derived from prices) (level 2), and
(c) inputs for the asset or liability that are not based on observable market data (unobservable inputs)
(level 3).
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is
determined on the basis of the lowest level input that is significant to the fair value measurement in its
entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its
entirety. If a fair value measurement uses observable inputs that require significant adjustment based on
unobservable inputs, that measurement is a level 3 measurement. Assessing the significance of a
particular input to the fair value measurement in its entirety requires judgment, considering factors specific
to the asset or liability.
The determination of what constitutes ‘observable’ requires significant judgment by the Directors. The
Directors consider observable data to be that market data that is readily available, regularly distributed or
updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively
involved in the relevant market.
At 30 June 2024
Less than 1
month
More than 1
month
$'000
$'000
Non-derivatives
Trade and other payables
123
-
Current tax liability
-
542
Total non-derivatives
123
542
At 30 June 2023
Less than 1
month
More than 1
month
$'000
$'000
Non-derivatives
Trade and other payables
65
-
Current tax liability
-
317
Total non-derivatives
65
317
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
28
3. Financial risk management (continued)
(d) Fair value measurements (continued)
The following table presents the Company's financial assets and liabilities (by class) measured and
recognised at fair value according to the fair value hierarchy at 30 June 2024 and 30 June 2023:
The fair value of financial instruments traded in active markets (such as publicly traded derivatives, and
trading and available-for-sale securities) is based on quoted market prices at the end of the reporting
period. The quoted market price used for financial assets held by the Company is included in level 1.
The fair value of financial instruments that are not traded in an active market is determined using valuation
techniques. These valuation techniques maximise the use of observable market data where it is available
and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level 2.
If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3. This is the case for unlisted equity securities and loans.
4. Critical accounting estimates and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that may have a financial impact on the entity and that are believed
to be reasonable under the circumstances.
5. Segment information
The Company has only one reportable segment. The Company operates predominantly in Australia and in
one industry being the securities industry, deriving revenue from dividend, distribution and interest income
and from the sale of its trading portfolio.
30 June 2024
Level 1
Level 2
Level 3
Total
$'000
$'000
$'000
$'000
Financial assets
Trading portfolio
35,505
23,445
-
58,950
Total
35,505
23,445
-
58,950
30 June 2023
Level 1
Level 2
Level 3
Total
$'000
$'000
$'000
$'000
Financial assets
Trading portfolio
42,750
17,420
-
60,170
Total
42,750
17,420
-
60,170
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
29
6. Investment income
7. Income tax expense
(a) Income tax expense recognised in the Statement of Profit or Loss and Other Comprehensive
Income
(b)
Numerical reconciliation of income tax expense to prima facie tax payable
2024
2023
$'000
$'000
Revenue
Dividends
1,788
1,966
Interest
1,108
623
Distributions
611
655
Other income
-
1
3,507
3,245
Net gains/(losses) on trading portfolio
Net realised gains on trading portfolio
906
1,659
Net unrealised (losses)/gains on trading portfolio
(878)
2,155
28
3,814
3,535
7,059
2024
2023
$'000
$'000
Current tax
541
317
Deferred tax
(313)
663
228
980
Income tax expense is attributable to:
Profit from continuing operations
228
980
2024
2023
$'000
$'000
Profit from continuing operations before income tax expense
2,836
6,450
Tax at the Australian rate of 25% (2023: 25%)
709
1,612
Franking credits on dividends received
(698)
(770)
Imputation gross up on dividend income
175
195
Timing differences
(69)
117
Realised taxable investment gain
374
303
Realised accounting investment (gain)
(227)
(414)
Adjustments for current tax of prior year
(36)
(63)
Income tax expense
228
980
Tax effect of amounts which are not deductible (taxable) in calculating
taxable income:
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
30
8. Cash and cash equivalents
Risk exposure
The Company's exposure to interest rate risk is discussed in Note 3. The maximum exposure to credit risk
at the end of the reporting period is the carrying amount of each class of cash and cash equivalents
mentioned above.
Cash investments are made with National Australia Bank Limited which is rated AA- (2023: AA-) by Standard
& Poor's.
9. Trade and other receivables
Outstanding settlements are on the terms operating in the securities industry, which usually require
settlement within two days of the date of a transaction. None of the receivables is past due or impaired at the
end of the reporting period.
Fair value and credit risk
Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair
value.
Risk exposure
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class
of receivables mentioned above.
2024
2023
$'000
$'000
Cash at bank and in hand
907
647
2024
2023
$'000
$'000
Dividends and distributions receivable
193
237
Interest receivable
-
41
GST receivable
10
7
203
285
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
31
10. Trading portfolio – held at fair value through profit or loss
The value of the trading portfolio includes the market value of options written against holdings (note 11).
Risk exposure and fair value measurements
Information about the Company's exposure to price risk and about the methods and assumptions used in
determining fair value is provided in note 3.
11. Derivative financial instruments
In the normal course of business, the Company enters into transactions in derivative financial instruments
with certain risks. A derivative is a financial instrument or other contract whose value depends on, or is
derived from, underlying assets, liabilities or indices. Derivative transactions include a wide assortment of
instruments, such as forwards, futures, options and swaps.
Derivatives are considered to be part of the investment process. The use of derivatives is an essential part
of the Company's portfolio management. Derivatives are not managed in isolation. Consequently, the use
of derivatives is multi-faceted and includes:
(i) hedging to protect an asset of the Company against a fluctuation in market values or to reduce volatility;
(ii) as a substitute for physical securities; and
(iii) adjustment of asset exposures within the parameters set out in the investment strategy.
The Company holds the following derivative instruments:
Exchange Traded Options
An option is a contractual arrangement under which the seller (writer) grants the purchaser (holder) the
right, but not the obligation, either to buy a call option or buy a put option at or by a set date or during a set
period, a specific amount of securities or a financial instrument at a predetermined price. The seller
receives a premium from the purchaser in consideration for the assumption of future securities price.
Options held are exchange traded call options.
2024
2023
$'000
$'000
Listed equities
17,890
20,834
Property trusts - listed
6,037
8,012
Property trusts - unlisted
3,070
3,504
Floating rate capital notes - listed
10,679
11,590
Floating rate capital notes - unlisted
512
511
Fixed rate notes - listed
900
1,007
Fixed rate notes - unlisted
444
421
Subordinated notes- listed
-
1,308
Subordinated notes- unlisted
19,418
12,983
58,950
60,170
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
32
11. Derivative financial instruments (continued)
At year end, the notional principal amounts of derivatives held by the Company were as follows:
12. Deferred tax assets
13. Trade and other payables
Notional
principal
amounts
Notional
principal
amounts
2024
2023
$'000
$'000
Australian exchange traded options
(755)
(471)
2024
2023
$'000
$'000
The balance comprises temporary differences attributable to:
Tax losses
1,235
1,552
Other temporary differences
12
11
1,247
1,563
Movements:
Opening balance:
1,563
2,064
Charged/credited:
- to profit or loss
(316)
(501)
1,247
1,563
2024
2023
Notes
$'000
$'000
Management fees payable
19(c)
32
22
Unsettled purchases
50
3
Other payables
41
40
123
65
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
33
14. Deferred tax liabilities
15. Issued capital
(a)
Issued capital
(b)
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the
Company in proportion to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled
to one vote, and upon a poll each share is entitled to one vote.
(c)
Movements in ordinary share capital
2024
2023
$'000
$'000
The balance comprises temporary differences attributable to:
Accrued income
-
10
Unrealised gains on investments
563
865
563
875
Movements:
Opening balance
875
213
Charged/credited
- to profit or loss
(313)
663
- prior year adjustment
1
(1)
563
875
30 June
30 June
2024
2023
2024
2023
Shares
Shares
$'000
$'000
Ordinary shares - fully paid
106,541,501
109,658,101
58,864
60,250
Number of
shares
$'000
Balance at 1 July 2023
109,658,101
60,250
Less:
On-market share buy-back
(3,116,600)
(1,386)
Balance at 30 June 2024
106,541,501
58,864
Number of
shares
$'000
Balance at 1 July 2022
110,154,394
60,475
Less:
On-market share buy-back
(496,293)
(225)
Balance at 30 June 2023
109,658,101
60,250
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
34
15. Issued capital (continued)
(d)
Dividend reinvestment plan
Under the Company's dividend reinvestment plan (DRP), additional shares are allotted at a price calculated
at 97.5% of the weighted average share price. The DRP is currently suspended and as such, there were no
shares issued under the dividend reinvestment plan during the year.
(e)
Capital risk management
To achieve this, the Board of Directors monitor the monthly NTA results, investment performance, the
Company's Indirect Cost Ratio (formerly known as 'Management Expense Ratio') and share price
movements.
The Company is not subject to any externally imposed capital requirements.
16. Dividends
(a)
Dividends paid during the year
(b)
Dividend franking account
2024
2023
$'000
$'000
Final dividends
1,370
1,377
Interim dividends
1,181
1,211
2,551
2,588
Dividends not recognised at the end of the year
On 23 August 2024, the Directors declared a final dividend of 1.25 cents per share
fully franked payable on 27 September 2024, with a record date of
6 September 2024. The aggregate amount of the proposed final dividend
to be paid out of the Profit Reserve at the end of the year but not recognised
as a liability is:
1,330
1,370
2024
2023
$'000
$'000
Opening balance of franking account
397
490
Franking credits on dividends received
698
770
Franking credits on ordinary dividends paid
(850)
(863)
Closing balance of franking account
245
397
Franking credits on dividends received after year end
32
44
32
44
277
441
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
35
16. Dividends (continued)
(c)
Dividend rate
Record
Dividend
Total Amount
Date of
Date
Rate
$’000
Payment
% Franked
2024
Ordinary shares -
Final
06/09/2024
1.25cps
$1,330
27/09/2024
100
Ordinary shares -
Interim
05/03/2024
1.1cps
$1,181
27/03/2024
100
2023
Ordinary shares -
Final
06/09/2023
1.25cps
$1,370
27/09/2023
100
Ordinary shares -
Interim
07/03/2023
1.1cps
$1,211
30/03/2023
100
The dividends are fully franked at the corporate tax rate of 25% (2023:25%).
17. Remuneration of auditors
During the year the following fees were paid or payable (GST inclusive) for services provided by the auditor
of the Company, its related practices and non-related audit firms:
18. Contingencies
The Investment Management Agreement entered into by the Company with Kaplan Funds Management
Pty Ltd may be terminated by either party giving to the other no less than one-year written notice of its
intention to do so.
The Company had no other contingent liabilities at 30 June 2024 (2023: nil).
30 June
30 June
2024
2023
$'000
$'000
Audit and other assurance services
MNSA Pty Ltd - Audit and review of financial statements
42
40
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
36
19. Related party transactions
(a) Key management personnel
(b) Transactions with other related parties
The Company has an Investment Management Agreement with Kaplan Funds Management Pty Ltd such
that it will manage investments of the Company, ensure regulatory compliance with all the relevant laws
and regulations, and provide administrative and other services for a fee.
The terms of the Investment Management Agreement (IMA) to 31 December 2023 included a performance
fee of 15% payable for any outperformance of the investment portfolio above the benchmark of 1 year
swap rate plus 6%, subject to a highwater mark. As at 31 December 2023 there was no performance fee
payable. (30 June 2023: Nil)
Following a review of the IMA, a new IMA effective 1 January 2024 traded the performance fee for a lift in
the management fee. The management fee increased from 0.4% p.a. to 0.6% p.a. and there is no
performance fee.
The following transactions occurred with related parties (net of RITC):
(c) Outstanding balances
The following balances (GST inclusive) are outstanding at the end of the reporting period in relation to
transactions with related parties:
(d) Terms and conditions
Transactions between related parties are on normal commercial terms and conditions no more favourable
than those available to other parties unless otherwise stated.
20. Events occurring after the reporting period
Other than noted elsewhere in this report, the Directors are not aware of any matter or circumstance that
has occurred subsequent to year end that has significantly affected, or may significantly affect the
operations of the Company, the results of those operations or the state of affairs of the Company or
economic entity in subsequent financial years.
2024
2023
$'000
$'000
Short-term benefits
55
49
2024
2023
$'000
$'000
Management fees paid or payable
311
249
2024
2023
$'000
$'000
Management fees paid or payable
311
249
Ironbark Capital Limited
ABN 89 008 108 227
Notes to the Financial Statements
For the year ended 30 June 2024
37
21. Reconciliation of profit after income tax to net cashflow from operating
activities
22. Earnings per share
(a)
Basic earnings per share
(b)
Diluted earnings per share
Diluted earnings per share is the same as basic earnings per share. The Company has no securities
outstanding which have the potential to convert to ordinary shares and dilute the basic earnings per share.
(c)
Weighted average number of shares used as denominator
2024
2023
$'000
$'000
Profit for the year
2,608
5,470
Unrealised losses/(gains) on trading portfolio
878
(2,155)
Realised (gains) on trading portfolio
(906)
(1,659)
Distribution reinvestment
-
-
Change in operating assets and liabilities
Decrease/(increase) in trade and other receivables
82
(21)
Increase in trade and other payables
9
3
Increase in tax
228
980
Decrease/(increase) in trading portfolio
1,249
(459)
Net cash inflow from operating activities
4,148
2,159
2024
2023
Cents
Cents
2.40
4.97
2.40
4.97
From continuing operations attributable to the ordinary
equity holders of the company
Total basic earnings per share attributable to the ordinary
equity holders of the company
2024
2023
Cents
Cents
2.40
4.97
2.40
4.97
From continuing operations attributable to the ordinary
equity holders of the company
Total diluted earnings per share attributable to the ordinary
equity holders of the company
2024
2023
Number
Number
108,620,928
110,079,696
Weighted average number of ordinary shares used as the
denominator in calculating basic and diluted earnings per
share
Ironbark Capital Limited
ABN 89 008 108 227
Directors’ Declaration
For the year ended 30 June 2024
38
In the Directors' opinion:
(a)
the financial statements and notes set out on pages 15 to 37 are in accordance with the
Corporations Act 2001, including:
(i)
complying with Australian Accounting Standards, the Corporations Regulations
2001 and other mandatory professional reporting requirements, and
(ii)
giving a true and fair view of the entity's financial position as at 30 June 2024 and of
its performance for the year ended on that date;
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they become due and payable;
(c)
note 2(a) confirms that the financial statements also comply with International Financial
Reporting Standards as issued by the International Accounting Standards Board; and
(d)
the consolidated entity disclosure statement required by section 295 (3A) of the Corporations
Act 2001 (Cth) is true and correct.
The Directors have been given a declaration by Jill Brewster on behalf of Kaplan Funds Management
Pty Limited, as a person who performs the Chief Executive functions of the Company, required by
section 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
Michael J Cole AM
Director
Sydney
23 August 2024
39
INDEPENDENT AUDITOR’S REPORT TO THE OWNERS OF
IRONBARK CAPITAL LIMITED
ABN 89 008 108 227
Report on the Financial Report
Opinion
We have audited the financial report of Ironbark Capital Limited (the Company), which comprises the
statement of financial position as at 30 June 2024, the statement of profit or loss and other comprehensive
income, the statement of changes in equity and the statement of cash flows for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies, the consolidated
entity disclosure statement, and the directors’ declaration.
In our opinion the accompanying financial report of the Company is in accordance with the Corporations Act
2001, including:
a. giving a true and fair view of the Company’s financial position as at 30 June 2024 and of its financial
performance for the year then ended; and
b. complying with Australian Accounting Standards and the Corporations Regulations 2001.
The financial report also complies with the International Financial Reporting Standards as disclosed in Note 2(a).
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those
Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section
of our report. We are independent of the Company in accordance with the auditor independence
requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and
Ethical Standards Board’s APES 110: Code of Ethics for Professional Accountants (the Code) that are relevant
to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in
accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been given
to the directors of the Company, would be in the same terms if given to the directors as at the time of this
auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
40
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report for the year ended 30 June 2024. These matters were addressed in the context
of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key Audit Matter
How Our Audit Addressed the Key Audit Matter
Valuation and Existence of Trading
Portfolio
The trading portfolio at 30 June
2024 comprised of listed, unlisted
equity investments and exchange
traded options of $59 million
which constitutes 96% of the
Company’s total assets.
We focused on the valuation and
existence of investments as trading
investment represents the
principal element of the net asset
value disclosed on the Statement
of Financial Position.
We tested the valuation of investments by vouching the share prices
to independent market pricing information multiplying the investment
quantity held as at 30 June 2024, to ensure they are fairly stated.
We agreed the existence of a sample of purchases and sales that
occurred during the period to the contract notes of investments; and
agreeing the contract notes to the purchases and sales reports.
We assessed the disclosure in the financial statements with reference
to the requirements of the accounting standards.
Revenue from Trading Portfolio
Auditing Standard ASAs presume
there are risks of fraud in revenue
recognition unless rebutted.
We focused on the cut-off,
accuracy and completeness of
dividend revenue, interest,
dividend receivables and interest
receivables.
We assessed the accounting policy for revenue recognition for
compliance with accounting standards and performed testing to
ensure that revenue had been accounted for in accordance with the
accounting policy.
We tested the accuracy and completeness of dividend revenue by
agreeing the dividends and distributions of a sample of investments to
supporting documentation obtained from share registries.
We tested cut-off of dividend revenue and dividend receivables by
checking the dividend details of a sample of investments from
external market information and ensured that dividends that were
declared before, but payable after, the reporting date were recorded.
There were no restrictions on our reporting of Key Audit Matters.
41
Information Other than the Financial Report and Auditor’s Report Thereon
The directors are responsible for the other information. The other information comprises the information
included in the Company’s annual report for the year ended 30 June 2024, but does not include the financial
report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not express
any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of:
(a) the financial report (other than the consolidated entity disclosure statement) that gives a true and
fair view in accordance with Australian Accounting Standards and the Corporations Act 2001; and
(b) the consolidated entity disclosure statement that is true and correct in accordance with the
Corporations Act 2001; and
for such internal control as the directors determine is necessary to enable the preparation of:
(i)
the financial report (other than the consolidated entity disclosure statement) that gives a true
and fair view and is free from material misstatement, whether due to fraud or error; and
(ii)
the consolidated entity disclosure statement that is true and correct and is free of misstatement,
whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Company to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with the Australian Auditing Standards will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of this
financial report.
42
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial report, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the financial report or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
•
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events in a
manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected
to outweigh the public interest benefits of such communication.
43
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended 30 June
2024.
In our opinion, the Remuneration Report of Ironbark Capital Limited for the year ended 30 June 2024
complies with s 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the Remuneration
Report in accordance with s300A of the Corporations Act 2001. Our responsibility is to express an opinion on
the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.
MNSA Pty Ltd
Mark Schiliro
Director
Sydney
23 August 2024.
Ironbark Capital Limited
ABN 89 008 108 227
Shareholder Information
44
Shareholder Information
As at 5 August 2024 there were 1,486 shareholders of fully paid ordinary shares in Ironbark Capital
Limited (ASX:IBC). These holdings were distributed as follows:
There were 282 shareholders holding less than a marketable parcel of $500 (1,136 shares).
Major Shareholders
The top 20 shareholders as at 5 August 2024 are listed below:
Holdings Range
No. of
Shareholders
Shares
%
1-1,000
273
92,626
0.1
1,001-5,000
326
951,311
0.9
5,001-10,000
184
1,377,414
1.3
10,001-100,000
601
19,704,681
18.5
100,001 and over
102
84,318,661
79.2
Total
1,486
106,444,693
100.0
Holder Name
Number Held
%
KAPLAN PARTNERS PTY LIMITED
41,838,109
39.31%
NATIONAL NOMINEES LIMITED
9,771,892
9.18%
MRS GLENDA CLAIRE ORGILL
2,690,348
2.53%
AGO PTY LTD
2,631,056
2.47%
LIANGROVE MEDIA PTY LIMITED
1,943,456
1.83%
BOND STREET CUSTODIANS LIMITED
1,489,077
1.40%
LIANGROVE GROUP PTY LTD
1,166,081
1.10%
MR ANTHONY GEOFFREY HARTNELL
721,100
0.68%
DR MARK BOFINGER
679,999
0.64%
IOOF INVESTMENT SERVICES LIMITED
671,650
0.63%
MISS SAMANTHA ORGILL
668,260
0.63%
BOND STREET CUSTODIANS LIMITED
618,750
0.58%
DANEJON PTY LIMITED
600,000
0.56%
WENTRADING PTY LTD
584,293
0.55%
PAMELA JOY KIESSLING & RICHARD ALBERT JOHNSON & SALLY JANE
ARMSTRONG
546,725
0.51%
DELTA ASSET MANAGEMENT PTY LTD
500,000
0.47%
ABTOURK (SYD NO 415) PTY LTD
500,000
0.47%
MRS MARGARET HAMILTON POTTS
500,000
0.47%
MR WEI XIE & MS YUN CHU
463,345
0.44%
MR GILLES THOMAS KRYGER
421,922
0.40%
69,006,063
64.85%
Total Securities as per Register
106,444,693
Ordinary Shares
Ironbark Capital Limited
ABN 89 008 108 227
Shareholder Information
45
Voting rights
The Constitution provides for votes to be cast for fully paid ordinary shares as follows:
i.
on a show of hands, one vote for each shareholder; and
ii.
on a poll, one vote for each share held.
Substantial shareholders
As at 5 August 2024 the name and holding of each substantial holder as disclosed in the notice received
by Ironbark Capital in respect of the shareholder and their associates:
On-market buy-back
The Company has extended the on-market buy-back arrangement that was in place for the 12 months
to 19 July 2024. It continues for another 12 months for the buy-back of up to 10% of the Company’s
shares commencing 22 July 2024.
Investment Management Agreement
The Investment Management Agreement is with Kaplan Funds Management Pty Limited, the
Investment Manager. The terms of the Investment Management Agreement (IMA) to 31 December
2023 included a performance fee of 15% payable for any outperformance of the investment portfolio
above the benchmark of 1 year swap rate plus 6%, subject to a highwater mark. As at 31 December
2023 there was no performance fee payable. (30 June 2023: Nil). Following a review of the IMA, a new
IMA effective 1 January 2024 traded the performance fee for a lift in the management fee. The
management fee increased from 0.4% p.a. to 0.6% p.a. and there is no performance fee.
Transaction Summary
The Company recorded 563 security transactions (including options) during the financial year.
Brokerage paid during the year net of RITC claimable was $28,783.
Holder Name
Notice Date
Shareholding
%
KAPLAN PARTNERS PTY LIMITED
20-May-24
46,864,158
43.81%
Ordinary Shares