Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
ABN 15 119 122 477
ANNUAL REPORT
31 December 2021
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Contents
31 December 2021
Corporate directory
Directors' report
Auditor's independence declaration
Consolidated statement of profit or loss and other comprehensive income
Consolidated statement of financial position
Consolidated statement of changes in equity
Consolidated statement of cash flows
Notes to the consolidated financial statements
Directors' declaration
Independent auditor's report to the members of Jayex Technology Limited
Shareholder information
2
3
16
17
19
20
21
22
63
64
70
1
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Corporate directory
31 December 2021
Directors
Michael Boyd (Executive Chair)
Brian Renwick (Non-Executive Director)
Michael Chan (Non-Executive Director)
Nicholas Harper (Non-Executive Director since 2 September 2020, appointed
Executive Director on 11 October 2021)
Registered office
Level 4
100 Albert Road
South Melbourne VIC 3205
Principal place of business
17B Cribb Street
Milton QLD 4064
Share register
Auditor
Solicitors
Automic
Level 5, 126 Phillip Street
Sydney NSW 2000
Phone: 1300 288 664 (in Australia); +61 2 9698 5414 (international)
William Buck Audit (Vic) Pty Ltd
Level 20, 181 William Street
Melbourne VIC 3000
Steinepreis Paganin
Level 4, 50 Market Street
Melbourne VIC 3000
Stock exchange listing
Jayex Technology Limited shares are listed on the Australian Securities Exchange
(ASX code: JTL)
Website
www.jayex.com.au
2
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as
the 'consolidated entity' or 'the Group') consisting of Jayex Technology Limited (referred to hereafter as the 'Company' or
'parent entity') and the entities it controlled at the end of, or during, the period ended 31 December 2021.
Directors
The following persons were Directors of Jayex Technology Limited during the whole of the financial year and up to the date
of this report, unless otherwise stated:
Michael Boyd (Executive Chair)
Brian Renwick (Non-Executive Director)
Michael Chan (Non-Executive Director)
Nicholas Harper (Non-Executive Director since 2 September 2020, appointed Executive Director effective 11 October
2021)
Principal activities
During the financial year the principal continuing activities of the consolidated entity consisted of the development and
provision of healthcare industry service technologies.
Dividends
There were no dividends paid, recommended or declared during the current or previous financial year.
Review of operations
The loss for the consolidated entity after providing for income tax amounted to $3,979,000 (31 December 2020: $799,000).
COVID-19
During 2021, vaccination rates across the UK, Jayex’s largest market, rose significantly with businesses across the region
adjusting to the new COVID-normal trading environment. Despite urgings from the UK Government to restore routine care
services, trading conditions in the UK remained subdued as new mandates for Omicron were enforced. The NHS focussed
predominantly on the Omicron booster vaccination program at most GP surgeries which significantly impacted the progress
made on Jayex’s development and technological roadmap.
Although the global onset of COVID-19 has continued to affect Jayex’s trading performance, more recently there has been
a steady increase of both new enquiries and service orientated calls as Jayex Connect Display and Jayex Connect Arrive
services were turned back on at customer GP surgeries. Jayex has also re-engaged with the Scottish GP market and begun
negotiations with clinics with the aim to expand the number of sites as well as its product offering in the market.
2021 update
The company’s revenue fell from $6,063k in 2020 to $3,586k in 2021, representing a 40% decrease. This was profoundly
down to the immense impact of the global pandemic including the onset of Omicron. Progress was achieved in the following
areas.
Key improvements include:
●
●
●
●
●
Divesting the on-premise Acute (hospital) queue management business for £1.3m.
Investing in Brainworks Foundry Inc and its AI driven genomic sequencing pathology business Medio Labs.
Receiving second CBILS loan of $1.09m.
Rejuvenating internal systems including migrating accounts and CRM into a more complete system.
Increasing efficiencies through upskilling employees and management re-organisation.
Investment into Brainworks Foundry Inc
In July Jayex executed a binding Heads of Agreement for the investment of upto US$2m in cash into Brainworks Foundry
Inc, a company incorporated in July 2017 in Delaware, US. Following the terms of the Heads of Agreement, Jayex invested
US$1m in Brainworks Foundry Inc.
The investment into Brainworks fits with Jayex’s renewed and repositioned business model and to extend its SaaS Connect
data management capabilities for GP Clinics into more GP/Patient related services such as remote patient monitoring.
The company continues to monitor the investment and remains positive about the development of the unique intellectual
property being that is currently seeking registration.
3
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
Divestment of Acute (hospital) business
Jayex divested its on-premises hospital queue management business Acute Business to Canadian based Vitalhub Inc for a
transaction value of £1.3M. Vitalhub Inc purchased all existing hospital contracts in the UK and Australia from the company
including an Enlighten license to operate the service.
The sale of the on-premises hospital queue management business has enabled Jayex to refocus its technology efforts with
the aim of accelerating other projects such as expanding the company’s core SaaS based Connect platform in the UK,
Australia and New Zealand; and further exploring remote patient monitoring and other telehealth opportunities.
$571k in sale proceeds were received by Jayex from VitalHub Inc. and were released from Escrow during the third Quarter
of 2021. The company used $56k in sale proceeds to repay against the 1st National Westminster Bank CBILs Loan during
the Quarter.
Whakaora Hou Limited (WHL) plans advance
WHL successfully renewed its cultivation license for medical marijuana from the New Zealand Medicinal Cannabis Agency
(NZ Ministry for health) until April 2023.
WHL now has a strong leadership team in place with the appointments of Mr David Watson to its advisory board, Mr Robert
C. Clarke as Director of Research and Mr Mojave Richmond as Director of Breeding and Cultivation in 2020. WHL is well
positioned to capitalise on the expanding medicinal cannabis sector through a superior plant breeding program and whole
plant therapeutics adhering to international Quality Standards.
Corporate
In October Nick Harper moved to an executive position within the company. Nick’s experience in software development has
greatly enhanced the leadership capability of the company.
In May the company undertook a placement of $570,000 (before costs). The funds raised were used for further marketing
strategies throughout New Zealand and Australia as well as general working capital purposes.
Jayex went on to raise a further $700,000 in a non-renounceable entitlement offer which was finalised in September. This
provided part funding to Jayex’s investment in Brainworks Foundry Inc and its AI driven genomic sequencing pathology
business Medio Labs.
JP Equity Partners were lead managers for both Capital Raisings.
Partial payment of convertible note
Payments of $300k were made to Covenant Holdings (WA) Pty Ltd (Covenant), reducing the loan from $3.0 million to $2.7
million. Covenant is a company controlled by the company’s Executive Chairman, Mr Michael Boyd.
Significant changes in the state of affairs
At the Company’s Annual General Meeting on 27 May 2021, shareholders approved the name change from Jayex Healthcare
Limited (ASX: JHL) to Jayex Technology Limited (ASX: JTL).
There were no other significant changes in the state of affairs of the consolidated entity during the financial year.
Matters subsequent to the end of the financial year
No matter or circumstance has arisen since 31 December 2021 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
Likely developments and expected results of operations
Information on likely developments in the operations of the consolidated entity and the expected results of operations are as
follows:
Our ultimate goal remains unchanged. Jayex seeks to create superior healthcare solutions that are user-friendly for patients,
reliable and easy to maintain for healthcare professionals, offer good value for purchasers and provide long-term returns for
our investors, while creating a Company culture that employees feel valued in and proud of.
4
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
We will do this by accelerating our development, as well as look to partners, collaborators and M&A opportunities to create
a comprehensive end-to-end capability healthcare platform. This platform will support patients and healthcare professionals
in the Primary, Secondary, Tertiary and ‘Green’ care markets, ranging from but not limited to audiology, cancer management,
community, dental, general practices, outpatients, phlebotomy, and x-ray.
We will incorporate artificial intelligence algorithms, internet of things, and data analysis that will vastly improve healthcare
outcomes for patients, whilst providing such services at very competitive rates to service healthcare providers.
Jayex currently touches 50 million patients annually across these care markets. We will capitalise and utilise our installed
base to deliver further and enhanced capability to these care markets through our comprehensive and growing end-to-end
cloud-based platform. Our platform will provide everything from Appointment booking, Patient calling, Patient check-in,
through to health messaging, self-care monitoring, script management, remote terminal dispensing of pharmaceutical and/or
medical cannabis products and telehealth solutions.
Environmental regulation
The consolidated entity is not subject to any significant environmental regulation under Australian Commonwealth or State
law.
Information on Directors
Name:
Title:
Qualifications:
Experience and expertise:
Michael Boyd
Executive Chairman
B. Comm (UWA) Grad. Dip App Fin
Michael Boyd is the Chairman of the Company and has been involved since its
inception in 2004. Based in Melbourne, he has led the corporate structuring of the
Company and the development of the Group’s strategic vision. On a practical level he
has initiated contacts with all stakeholder groups including professional bodies,
regulatory boards, wholesale distributors and pharmacy groups and individuals.
Mr. Boyd has been involved in the creation of new enterprises, both in the private and
public sectors, for over 27 years. Mr. Boyd has been successful in developing and
growing new projects in diverse areas including healthcare, telecommunications and
finance.
Trained as a Chartered Accountant, he was a founding Director and Chairman of Sonic
Healthcare Ltd, now an ASX listed top 50 company. After leaving Sonic he started
Foundation Healthcare, growing it to over 800 healthcare professionals before it was
acquired by Sonic. He was also a founding partner of Iridium Satellite bringing it out
from bankruptcy to now a NASDAQ listed company.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
107,883,880 fully paid ordinary shares
Interests in shares:
5
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
Name:
Title:
Qualifications:
Experience and expertise:
Brian Renwick
Non-Executive Director
MBA, FCA, B. Bus. (Accounting) Monash
Mr. Renwick is very broadly experienced across the pharmaceutical and healthcare
sector in Australia. His involvement with sector commenced in finance roles that led
into commercial analysis, marketing and sales. From this broad commercial experience
in the manufacturing end of the supply chain he moved into the wholesaling with various
business development roles in retail and hospital pharmacy. Mr Renwick’s roles
broadened into commercial and business development including as general manager
for a corporate pharmacy business. He has completed two Business Development
roles within the CSL Limited group.
With his detailed commercial knowledge and broad experience across the healthcare
sector, Brian has provided consulting advice to Jayex since 2006 and is an important
member of the team.
None
Other current directorships:
Former directorships (last 3 years): None
Special responsibilities:
Chairman of Audit and Risk Committee, member of Remuneration and Nomination
Committee
1,660,871 fully paid ordinary shares
Interests in shares:
Name:
Title:
Qualifications:
Experience and expertise:
Michael Chan
Non-Executive Director
Diploma of Financial Services
Mr Chan has extensive experience in broad based financial services for the past 30
years with hands on knowledge in both consumer and commercial sectors of the
business.
Michael is the founder and Managing Director at AMG Corporate Pty Ltd, a holder of
an Australian Credit Licence which is primarily a debt advisory business.
Prior to establishing AMG, Michael worked in key roles involved with strategic business
development and marketing at several companies, both in the private and public
sectors.
Michael has had a past affiliation with Make a Wish Foundation and more recently is
the founder and chairman of The Mate Foundation – a men’s health initiative with its
principal purpose to help raise awareness of men’s health diseases, which is due to
launch shortly. He has over the years also undertaken philanthropic work for various
other charities and causes in his community.
Other current directorships:
None
Former directorships (last 3 years): None
Special responsibilities:
Chairman of Remuneration and Nomination Committee and member of Audit and Risk
Committee.
2,498,180 fully paid ordinary shares
Interests in shares:
Name:
Title:
Qualifications:
Experience and expertise:
Nicholas Harper
Executive Director (appointed effective 11 October 2021)
MSc Computing Science
Nick has over thirty years’ experience working in software development. During that
time, he has worked in the public sector (local government), investment banking and
the aviation sector in a wide variety of roles and with varied responsibilities. Nick has
worked on implementing and maintaining many different types of software systems
from batch valuation systems to real-time data processing. Based in the UK, Nick also
has extensive experience of project management and software team building.
Other current directorships:
None
Former directorships (last 3 years): None
None
Special responsibilities:
Nil
Interests in shares:
6
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all
other types of entities, unless otherwise stated.
'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes
directorships of all other types of entities, unless otherwise stated.
Company secretary
Ms Melanie Leydin was appointed Company Secretary on 19 August 2015. Ms Leydin graduated from Swinburne University
in 1997, became a Chartered Accountant in 1999 and since February 2000 had been the principal of chartered accounting
firm, Leydin Freyer. Upon the merger of Leydin Freyer with Vistra in November 2021, Ms Leydin is the country head of Vistra
Australia. Ms Leydin has over 25 years’ experience in the accounting profession and has extensive experience in relation to
public company responsibilities, including ASX and ASIC compliance, control and implementation of corporate governance,
statutory financial reporting, reorganisation of Companies and shareholder relations and is a director and company secretary
for a number of entities listed on the Australian Securities Exchange.
Meetings of Directors
The number of meetings of the Company's Board of Directors ('the Board') and of each Board committee held during the
year ended 31 December 2021, and the number of meetings attended by each Director were:
Full Board
Attended
Held
Audit & Risk
Committee
Attended
Audit & Risk
Committee
Held
Remuneration
& Nomination
Committee
Attended
Remuneration
& Nomination
Committee
Held
Michael Boyd
Brian Renwick
Michael Chan
Nicholas Harper
13
12
11
12
13
13
13
13
-
3
3
-
-
3
3
-
-
1
1
-
-
1
1
-
Held: represents the number of meetings held during the time the Director held office or was a member of the relevant
committee.
Remuneration report (audited)
The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in
accordance with the requirements of the Corporations Act 2001 and its Regulations.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity, directly or indirectly, including all Directors.
The remuneration report is set out under the following main headings:
●
●
●
●
●
●
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Additional information
Additional disclosures relating to key management personnel
Principles used to determine the nature and amount of remuneration
The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive
and appropriate for the results delivered. The framework aligns executive reward with the achievement of strategic objectives
and the creation of value for shareholders, and it is considered to conform to the market best practice for the delivery of
reward. The Board of Directors ('the Board') ensures that executive reward satisfies the following key criteria for good reward
governance practices:
●
●
●
●
competitiveness and reasonableness
acceptability to shareholders
performance linkage / alignment of executive compensation
transparency
7
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
The Remuneration and Nomination Committee is responsible for determining and reviewing remuneration arrangements for
its directors and executives. The performance of the consolidated entity depends on the quality of its directors and executives.
The remuneration philosophy is to attract, motivate and retain high performance and high quality personnel.
In past consultation with external remuneration consultants, the Remuneration and Nomination Committee has structured an
executive remuneration framework that is market competitive and complementary to the reward strategy of the consolidated
entity.
The reward framework is designed to align executive reward to shareholders' interests. The Board have considered that it
should seek to enhance shareholders' interests by:
●
●
having economic profit as a core component of plan design
focusing on sustained growth in shareholder wealth, consisting of dividends and growth in share price, and delivering
constant or increasing return on assets as well as focusing the executive on key non-financial drivers of value
attracting and retaining high calibre executives
●
Additionally, the reward framework should seek to enhance executives' interests by:
●
●
●
rewarding capability and experience
reflecting competitive reward for contribution to growth in shareholder wealth
providing a clear structure for earning rewards
In accordance with best practice corporate governance, the structure of non-executive Director and executive Director
remuneration is separate.
Non-executive Directors remuneration
Fees and payments to non-executive directors reflect the demands and responsibilities of their role. Non-executive directors'
fees and payments are reviewed annually by the Remuneration and Nomination Committee. The Remuneration and
Nomination Committee may, from time to time, receive advice from independent remuneration consultants to ensure non-
executive directors' fees and payments are appropriate and in line with the market. No such consultants were used during
the year. The chairman's fees are determined independently to the fees of other non-executive directors based on
comparative roles in the external market. The chairman is not present at any discussions relating to the determination of his
own remuneration. Non-executive directors do not receive share options or other incentives.
Directors may also be reimbursed for travel and other expenses reasonably incurred in attending to the Company’s affairs.
Non-executive directors may be paid such additional or special remuneration as the directors decide is appropriate where a
director performs extra work or services which are not in the capacity as Director of the Company or a subsidiary.
Executive remuneration
The consolidated entity aims to reward executives based on their position and responsibility, with a level and mix of
remuneration which has both fixed and variable components.
The executive remuneration and reward framework has four components:
●
●
●
●
base pay and non-monetary benefits
short-term performance incentives
share-based payments
other remuneration such as superannuation and long service leave
The combination of these comprises the executive's total remuneration.
Executives may receive their fixed remuneration in the form of cash or other fringe benefits (for example motor vehicle
benefits) where it does not create any additional costs to the consolidated entity and provides additional value to the
executive. The Executive chairman's fees are determined based on comparative roles in the external market. The chairman
is not present at any discussions relating to the determination of his own remuneration.
8
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
Consolidated entity performance and link to remuneration
The remuneration of the Non-Executive Directors is not linked to the performance, share price or earnings of the consolidated
entity. For the year ended 31 December 2021, the remuneration of Executive Chairman and other executives were not linked
to the performance, share price or earnings of the consolidated entity.
Refer to the section 'Additional information' below for details of the earnings and total shareholders return for the last five
years.
Details of remuneration
Amounts of remuneration
Details of the remuneration of key management personnel of the consolidated entity are set out in the following tables. Unless
otherwise noted, the named persons were key management personnel for the whole of the period ended 31 December 2021.
The key management personnel of the consolidated entity consisted of the following Directors of Jayex Technology Limited:
●
●
●
●
Michael Boyd (Executive Chairman)
Brian Renwick (Non-Executive Director)
Michael Chan (Non-Executive Director)
Nicholas Harper (Non-Executive Director since 2 September 2020, appointed Executive Director effective 11 October
2021)
And the following person:
●
Nathan Woodard (Chief Financial Officer)
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Cash
bonus
$
Cash
Super-
allowance annuation
$
$
Long
service
leave
$
Termination
benefit
$
Total
$
$
50,000
50,000
38,889
173,950
33,532
-
-
-
-
-
168,387
514,758
41,201
41,201
-
-
-
-
-
-
-
-
-
-
-
-
28,663
28,663
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
50,000
50,000
38,889
-
-
173,950
33,532
7,160
7,160
-
-
245,411
591,782
2021
Non-Executive
Directors:
Mr B Renwick
Mr M Chan
Mr N Harper*
Executive
Directors:
Mr M Boyd
(Executive Chair)
Mr N Harper*
Other Key
Management
Personnel:
Mr N Woodard
*
Mr N Harper was appointed as the Executive Director effective 11 October 2021
9
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
Short-term benefits
Post-
employment
benefits
Long-term
benefits
Share-
based
payments
Cash salary
and fees
$
Cash
bonus
$
Cash
Super-
allowance annuation
$
$
Long
service
leave
$
Shares
issued
$
Termination
benefit
$
Total
$
75,833
67,708
67,708
17,677
32,084
157,370
158,049
576,429
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
20,478
20,478
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
75,833
67,708
67,708
17,677
-
32,084
-
-
-
157,370
178,527
596,907
2020
Non-Executive
Directors:
Mr M Boyd
(Chair)
Mr B Renwick
Mr M Chan
Mr N Harper*
Executive
Directors:
Mr M Boyd
(Executive
Chair)**
Other Key
Management
Personnel:
Mr N Fernando**
Mr N Woodard***
*
**
Mr N Harper was appointed as the Non-Executive Director on 2 September 2020.
Mr N Fernando resigned as the Chief Executive Officer effective 25 July 2020. Following this Mr M Boyd was appointed
as the Executive Chairman.
*** Superannuation for Mr N Woodard restated from prior year from nil to $20,478.
The proportion of remuneration linked to performance and the fixed proportion are as follows:
Name
Non-Executive Directors:
Mr M Boyd
Mr B Renwick
Mr M Chan
Executive Directors:
Mr M Boyd
Other Key Management
Personnel:
Mr N Fernando
Mr. N Woodard
Fixed remuneration
2020
2021
At risk - STI
At risk - LTI
2021
2020
2021
2020
100%
100%
100%
100%
100%
100%
100%
100%
-
-
-
-
-
77%
100%
100%
-
23%
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
10
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
Service agreements
Remuneration and other terms of employment for key management personnel are formalised in service agreements. Details
of these agreements are as follows:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Name:
Title:
Agreement commenced:
Term of agreement:
Details:
Michael Boyd
Executive Chairman
25 July 2020
No fixed term. Each party may terminate the agreement by giving one months' notice.
The Company may make payment in lieu of part of all of the notice period.
Base salary $120,000 per annum till 13 June 2021. Base salary of $220,000 effective
14 June 2021
Nathan Woodard
Chief Financial Officer
28 August 2018
No fixed term. Each party may terminate the agreement by giving three months' notice.
The Company may make payment in lieu of part of all of the notice period.
Base salary £90,000 per annum.
Nicholas Harper
Executive Director for Software
11 October 2021
No fixed term. Each party may terminate the agreement by giving three months'
notice. The Company may make payment in lieu of part of all of the notice period.
Base salary £85,000 per annum.
Key management personnel have no entitlement to termination payments in the event of removal for misconduct.
Share-based compensation
Issue of shares
During the year no ordinary shares were issued to directors and other key management personnel as part of compensation.
Options
The terms and conditions of each grant of options over ordinary shares affecting remuneration of directors and other key
management personnel in this financial year or future reporting years are as follows:
Name
Number of
options
granted
Grant date
Vesting date and
exercisable date
Expiry date
Exercise price at grant date
Fair value
per option
Mr N Woodard
250,000 30/03/2021
31/12/2021
29/03/2024
$0.05
$0.029
Options granted carry no dividend or voting rights.
Values of options over ordinary shares granted, exercised and lapsed for Directors and other key management personnel
as part of compensation during the year ended 31 December 2021 are set out below:
Name
Mr N Woodard
Value of
options
granted
during the
Value of
options
exercised
during the
Value of
options
lapsed
during the
year
$
year
$
year
$
Remuneration
consisting of
options
for the
year
%
7,160
-
-
3%
11
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
Additional information
The earnings of the consolidated entity for the five years to 31 December 2021 are summarised below:
Sales revenue
EBITDA
EBIT
Loss after income tax
2021
$'000
2020
$'000
2019
$'000
2018
$'000
2017
$'000
4,125
(2,460)
(3,066)
(3,724)
6,063
293
(561)
(799)
7,185
121
(663)
(960)
6,749
(342)
(885)
(1,125)
7,503
(1,919)
(2,437)
(2,496)
The factors that are considered to affect total shareholders return ('TSR') are summarised below:
Share price at financial year end (cents)
1.9
3.9
3.0
1.9
1.6
2021
2020
2019
2018
2017
Additional disclosures relating to key management personnel
Shareholding
The number of shares in the Company held during the financial year by each Director and other members of key management
personnel of the consolidated entity, including their personally related parties, is set out below:
Ordinary shares
Mr M Boyd
Mr B Renwick
Mr M Chan
Balance at Received
as part of
remuneration
the start of
the year
Shares
acquired
Disposals/
other
Balance at
the end of
the year
80,912,910
1,245,653
1,853,635
84,012,198
- 26,970,970
415,218
-
-
644,545
- 28,030,733
- 107,883,880
1,660,871
-
-
2,498,180
- 112,042,931
Option holding
The number of options over ordinary shares in the Company held during the financial year by each Director and other
members of key management personnel of the consolidated entity, including their personally related parties, is set out below:
Options over ordinary shares
Mr N Woodard
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other*
Balance at
the end of
the year
-
-
250,000
250,000
-
-
-
-
250,000
250,000
Other transactions with key management personnel and their related parties
During the financial period:
- loans were made by the company’s chairman to the consolidated entity; and
- payments of rental premises were made to a related entity of a director of the consolidated entity
Details of these transactions are disclosed below:
Transactions with related parties
The following transactions occurred with related parties. All transactions were carried out on arm's length terms on a basis
which is no more or less favourable than if the transactions had occurred with non-related entities except for the interest free
loans disclosed in the Terms and Condition section below.
12
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
Consolidated Consolidated
2021
$
2020
$
Other transactions:
Loan interest paid or payable to Covenant Holdings (WA) Pty Ltd (an entity related to
Executive Chair Michael Boyd)
Interest on convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to
Executive Chair Michael Boyd)
-
254,544
183,172
47,963
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated Consolidated
2021
$
2020
$
Current payables:
Accrued loan interest payable to Covenant Holdings (WA) Pty Ltd (an entity related to
Executive Chair Michael Boyd)
-
15,072
The payables due to related parties were payable on demand and did not bear interest.
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Consolidated
2021
$
2020
$
Current borrowings:
Convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to Executive
Chair Michael Boyd)*
2,129,000
-
Non-current borrowings:
Loans from Covenant Holdings (WA) Pty Ltd (an entity related to Executive Chair Michael
Boyd)
Loan from Michael Boyd, Executive Chair
Convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to Executive
Chair Michael Boyd)*
555,000
188,517
555,000
188,517
-
1,733,000
* As at 31 December 2021, the convertible notes has the face value of $2,700,000 (31 December 2020:
$3,000,000). Refer to note 15 for further information on convertible notes.
Terms and conditions
Loan
The terms of the loans made by Covenant Holdings (WA) Pty Ltd to companies within the consolidated entity are as follows:
(i)
(ii)
(iii)
Loan to P2U Pty Ltd: Balance as at 31 December 2021 and 31 December 2020 - $55,000; loan is interest free,
unsecured and is repayable on 1 April 2023.
Loan to Whakaora Hou Limited: Balance as at 31 December 2021: $500,000 (31 December 2020: 500,000); loan is
interest free, unsecured and is repayable on 1 April 2023.
Loan from Michael Boyd, Executive Chair to Whakaora Hou Limited: Balance as at 31 December 2021: $188,517
(31 December 2020: $188,517) This is an interest free unsecured loan and is repayable on 1 April 2023.
Convertible notes
Convertible Notes are unsecured and issued on 13 October 2020 at an interest rate of 6.5% per annum. These are repayable
on 13 October 2022 for balance not converted into shares. Refer to note 15 for further information on convertible notes.
13
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
This concludes the remuneration report, which has been audited.
Shares under options
Unissued ordinary shares of Jayex Technology Limited under option outstanding at the date of this report are as follows:
Grant date
30 March 2021
04 May 2021
Expiry date
29 March 2024
03 May 2024
Exercise
price
Number
under options
$0.05
$0.05
250,000
250,000
500,000
No person entitled to exercise the options had or has any right by virtue of the options granted to participate in any share
issue of the Company or of any other body corporate.
Shares issued on the exercise of options
There were no ordinary shares of Jayex Technology Limited issued on the exercise of options during the year ended 31
December 2021 and up to the date of this report.
Indemnity and insurance of auditor
The Company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the
Company or any related entity against a liability incurred by the auditor.
During the financial year, the Company has not paid a premium in respect of a contract to insure the auditor of the Company
or any related entity.
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.
Non-audit services
Details of the amounts paid or payable to the auditor for non-audit services provided during the financial period by the auditor
are outlined in note 24 to the financial statements.
The Directors are satisfied that the provision of non-audit services during the financial year, by the auditor (or by another
person or firm on the auditor's behalf), is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001.
The directors are of the opinion that the services as disclosed in note 24 to the financial statements do not compromise the
external auditor's independence requirements of the Corporations Act 2001 for the following reasons:
●
all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity
of the auditor; and
none of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants (including Independence Standards) issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-
making capacity for the Company, acting as advocate for the Company or jointly sharing economic risks and rewards.
●
Officers of the Company who are former partners of William Buck Audit (Vic) Pty Ltd
There are no officers of the Company who are former partners of William Buck Audit (Vic) Pty Ltd.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that
Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
14
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' report
31 December 2021
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 15.
Auditor
William Buck Audit (Vic) Pty Ltd continues in office in accordance with section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of Directors, pursuant to section 298(2)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Michael Boyd
Chairman
31 March 2022
Melbourne
15
AUDITOR’S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE
CORPORATIONS ACT 2001 TO THE DIRECTORS OF JAYEX HEALTHCARE LIMITED
I declare that, to the best of my knowledge and belief during the year ended 31 December
2021 there have been:
— no contraventions of the auditor independence requirements as set out in the
Corporations Act 2001 in relation to the audit; and
— no contraventions of any applicable code of professional conduct in relation to the
audit.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
J. C. Luckins
Director
Melbourne, 31 March 2022
16
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2021
Revenue from continuing operations
Other income
Expenses
Raw materials and consumables used
Employee benefits expense
Depreciation and amortisation expense
Marketing expenses
Administrative, corporate and other expenses
Finance costs
Net foreign exchange (loss)/gains
Impairment of intangible assets
Fair value change in the derivative instrument
Note
Consolidated
2021
$'000
2020
$'000
5
6
6
6
13
3
3,586
5,069
251
545
(571)
(3,048)
(702)
(107)
(1,542)
(841)
(5)
(2,514)
1,038
(1,091)
(3,151)
(854)
(90)
(1,498)
(380)
106
-
246
Loss before income tax benefit from continuing operations
(4,455)
(1,098)
Income tax benefit
Loss after income tax benefit from continuing operations
Profit after income tax expense from discontinued operations
7
Loss after income tax (expense)/benefit for the year attributable to the owners
of Jayex Technology Limited
Other comprehensive income/(loss)
Items that will not be reclassified subsequently to profit or loss
Gain on the revaluation of equity instruments at fair value through other
comprehensive income, net of tax
Items that may be reclassified subsequently to profit or loss
Foreign currency translation
Other comprehensive income/(loss) for the year, net of tax
Total comprehensive loss for the year attributable to the owners of Jayex
Technology Limited
Total comprehensive loss for the year is attributable to:
Continuing operations
Discontinued operations
379
(4,076)
97
142
(956)
157
(3,979)
(799)
57
-
669
726
(659)
(659)
(3,253)
(1,458)
(3,350)
97
(1,615)
157
(3,253)
(1,458)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
17
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Consolidated statement of profit or loss and other comprehensive income
For the year ended 31 December 2021
Cent
Cent
Earnings per share for loss from continuing operations attributable to the
owners of Jayex Technology Limited
Basic earnings per share
Diluted earnings per share
31
31
(1.9)
(1.9)
(0.5)
(0.5)
Earnings per share for profit from discontinued operations attributable to the
owners of Jayex Technology Limited
Basic earnings per share
Diluted earnings per share
31
31
-
-
0.1
0.1
Earnings per share for loss attributable to the owners of Jayex Technology
Limited
Basic earnings per share
Diluted earnings per share
31
31
(1.8)
(1.8)
(0.4)
(0.4)
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the
accompanying notes
18
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Consolidated statement of financial position
As at 31 December 2021
Assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Other
Total current assets
Non-current assets
Deposits
Financial assets at fair value through other comprehensive income
Financial assets at fair value through profit or loss
Plant and equipment
Right-of-use assets
Intangibles
Total non-current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Borrowings
Lease liabilities
Provision for income tax on capital gains
Employee benefits
Provisions
Contract liabilities
Total current liabilities
Non-current liabilities
Borrowings
Lease liabilities
Deferred tax
Employee benefits
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued capital
Reserves
Accumulated losses
Total equity
Note
Consolidated
2021
$'000
2020
$'000
8
9
10
11
12
13
14
15
16
17
18
983
838
247
48
2,116
54
536
1,369
193
247
5,465
7,864
1,182
1,173
341
56
2,752
53
-
-
185
132
9,237
9,607
9,980
12,359
1,033
2,607
150
199
50
215
1,615
5,869
2,455
113
139
17
2,724
1,992
2,961
98
-
54
220
1,436
6,761
1,716
23
461
21
2,221
8,593
8,982
1,387
3,377
19
20
28,112
(1,390)
(25,335)
26,861
(2,128)
(21,356)
1,387
3,377
The above consolidated statement of financial position should be read in conjunction with the accompanying notes
19
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Consolidated statement of changes in equity
For the year ended 31 December 2021
Consolidated
Shared-
based
payment
reserve
$'000
Issued
capital
$'000
Foreign
exchange
reserve
$'000
Financial
asset
reserve
$'000
Accumulated
losses
$'000
Total equity
$'000
Balance at 1 January 2020
26,166
21
(1,469)
-
(20,557)
4,161
Loss after income tax benefit for
the year
Other comprehensive loss for
the year, net of tax
Total comprehensive loss for
the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 19)
Exercise of options
-
-
-
-
-
-
-
(659)
(659)
674
21
-
(21)
-
-
Balance at 31 December 2020
26,861
-
(2,128)
-
-
-
-
-
-
(799)
-
(799)
(659)
(799)
(1,458)
-
-
674
-
(21,356)
3,377
Consolidated
Shared-
based
payment
reserve
$'000
Issued
capital
$'000
Foreign
exchange
reserve
$'000
Financial
asset
reserve
$'000
Accumulated
losses
$'000
Total equity
$'000
Balance at 1 January 2021
26,861
-
(2,128)
Loss after income tax benefit for
the year
Other comprehensive income
for the year, net of tax
Total comprehensive
income/(loss) for the year
Transactions with owners in
their capacity as owners:
Contributions of equity, net of
transaction costs (note 19)
Vesting of share based
payments
-
-
-
1,251
-
Balance at 31 December 2021
28,112
-
-
-
-
12
12
-
669
669
-
-
-
-
57
57
-
-
(21,356)
3,377
(3,979)
(3,979)
-
726
(3,979)
(3,253)
-
-
1,251
12
(1,459)
57
(25,335)
1,387
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
20
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Consolidated statement of cash flows
For the year ended 31 December 2021
Note
Consolidated
2021
$'000
2020
$'000
Cash flows from operating activities
Receipts from customers (inclusive of GST)
Payments to suppliers and employees (inclusive of GST)
Operating activities from discontinued operations
Other revenue
Interest and other finance costs paid
7
3,879
(5,373)
210
(1,284)
251
(224)
Net cash used in operating activities
30
(1,257)
Cash flows from investing activities
Payments for plant and equipment
Payments for intangibles
Proceeds from disposal of Acute business
Payments for disposal of Acute business
Payment for investments
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Share issue transaction costs
Proceeds from borrowings
Repayment of borrowings
Repayment of convertible notes
Repayment of lease liabilities
Net cash from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Effects of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the financial year
6,809
(7,187)
157
(221)
545
(507)
(183)
(1)
(270)
-
-
-
(271)
700
(26)
1,060
(200)
-
(187)
11
13
7
7
(44)
(91)
1,584
(850)
(1,369)
(770)
1,292
(41)
1,116
(112)
(300)
(135)
1,820
1,347
(207)
1,182
8
893
281
8
983
1,182
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes
21
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 1. General information
The financial statements cover Jayex Technology Limited as a consolidated entity consisting of Jayex Technology Limited
("the Company") and the entities it controlled at the end of, or during, the period. The financial statements are presented in
Australian dollars, which is Jayex Technology Limited's functional and presentation currency.
Jayex Technology Ltd is a for-profit company limited by shares, incorporated and domiciled in Australia. Its registered office
and principal place of business is:
Registered office
Principal place of business
Level 4
100 Albert Road
South Melbourne VIC 3205
17B Cribb Street
Milton QLD 4064
The financial statements were authorised for issue, in accordance with a resolution of Directors, on 31 March 2022. The
Directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies
have been consistently applied to all the periods presented, unless otherwise stated.
New or amended Accounting Standards and Interpretations adopted
The consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued
by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.
Other accounting pronouncements which have become effective from 1 January 2021 and have therefore been adopted
have not had a significant impact on the Group’s financial results or position.
New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory,
have not been early adopted by the consolidated entity for the year ended 31 December 2021.
Going concern
The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities
and the realisation of assets and the settlement of liabilities in the ordinary course of business.
The working capital position as at 31 December 2021 of the consolidated entity, as disclosed in the statement of financial
position, is an apparent excess of current liabilities over current assets of $3,753,000 (2020: $4,009,000). However, the
current liabilities as at 31 December 2021 contain a number of liability accounts, including Contract liabilities, Convertible
notes and Derivative financial liability, which represent the results of accounting adjustments and do not represent amounts
currently payable, or expected to become payable, to third parties. Excluding these liability accounts from the calculation of
working capital at 31 December 2021, results in adjusted working capital surplus of $60,000 (2020: working capital deficit of
$300,000).
The cash balance at 31 December 2021 was $983,000 (2020: $1,182,000).
The consolidated entity incurred a net loss after tax for the financial year ended 31 December 2021 of $3,979,000 (2020:
$799,000) and had net cash outflows from operating activities of $1,257,000 (2020: net cash inflow $183,000).
These conditions give rise to a material uncertainty that may cast significant doubt about the group’s ability to continue as a
going concern.
Notwithstanding these results, the directors believe that the company will be able to continue as a going concern and as a
result the financial statements have been prepared on a going concern basis. The accounts have been prepared on the
assumption that the company is a going concern for the following reasons:
22
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
●
●
●
●
●
●
the consolidated entity's main product is Connect. Additionally, many legacy customers remain on our Enlighten system,
both Connect and Enlighten remain viable and competitive. The Connect Platform is capable of further technical
development and product improvement and
therefore remains an important source of profitable and cash-generating activity for the consolidated entity;
the consolidated entity continues to carry out, organisational restructuring with the objective of minimising costs without
compromising revenue and cash-generating capacity. These measures have already generated cost savings, with
further savings expected to be made in the forthcoming financial year;
the ability of the consolidated entity to further scale back parts of its operations and reduce costs if required;
the Board is of the opinion that the consolidated entity has, or shall have access to, sufficient funds to meet planned
corporate activities and working capital requirements;
the consolidated entity has continued financing support from related parties; and
as the Company is an ASX-listed entity, the consolidated entity has the ability to raise additional funds if required.
This financial report does not include any adjustments relating to the recoverability and classification of recorded asset
amounts or to the amounts and classification of liabilities that might be necessary should the Company not continue as a
going concern.
Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate
for for-profit oriented entities. These financial statements also comply with International Financial Reporting Standards as
issued by the International Accounting Standards Board ('IASB').
Critical accounting estimates
The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the consolidated entity's accounting policies. The areas
involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the
financial statements, are disclosed in note 3.
Principles of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Jayex Technology Ltd
('Company' or 'parent entity') as at 31 December 2021 and the results of all subsidiaries for the period then ended. Jayex
Technology Ltd and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'. Details
of subsidiaries are included in note 28.
Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity
when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are
eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset
transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies
adopted by the consolidated entity.
The acquisition of subsidiaries is accounted for using the acquisition method of accounting. A change in ownership interest,
without the loss of control, is accounted for as an equity transaction, where the difference between the consideration
transferred and the book value of the share of the non-controlling interest acquired is recognised directly in equity attributable
to the parent.
Foreign currency translation
The financial statements are presented in Australian dollars, which is Jayex Technology Limited's functional and presentation
currency.
23
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Foreign currency transactions
Foreign currency transactions are translated into Australian dollars using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation
at financial year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
profit or loss.
Foreign operations
The assets and liabilities of foreign operations are translated into Australian dollars using the exchange rates at the reporting
date. The revenues and expenses of foreign operations are translated into Australian dollars using the average exchange
rates, which approximate the rates at the dates of the transactions, for the period. All resulting foreign exchange differences
are recognised in other comprehensive income through the foreign currency reserve in equity.
The foreign currency reserve is recognised in profit or loss when the foreign operation or net investment is disposed of.
Revenue recognition
The consolidated entity predominantly derives revenue from the sale of goods and services. Significant contracts with
customers depict various performance obligations, such as:
●
●
●
●
●
Supply and delivery of equipment, along with the software license to run on such equipment. This also include
installation services and web portal access;
Additional services (if contracted and included to that standard services agreement);
Annual, ongoing software license and support services;
Software customisation (development) and related support services; and
Annual and ongoing extended warranty services.
To determine whether to recognise revenue, the consolidated entity follows a 5-step process:
●
●
●
●
●
Identifying the contract with a customer
Identifying the performance obligations
Determining the transaction price
Allocating the transaction price to the performance obligations
Recognising revenue when/as performance obligation(s) are satisfied.
Revenue is recognised either at a point in time or over time, when (or as) the consolidated entity satisfies performance
obligations by transferring the promised goods or services to its customers.
Rendering of services
All deals are done on an annual basis with the option to pay for additional year(s)' warranty and software support at the time
of the sale in advance. Revenue is recognised on a straight-line basis over the term of the contract for such services. This
method best depicts the transfer of services to the customer as the consolidated entity’s historical experience demonstrates
no statistically significant variation in the quantum of services provided in each year of a multi-year contract.
Under AASB 15, the consolidated entity concluded that revenue from warranty and software support services will continue
to be recognised over time, using an input method to measure progress towards complete satisfaction of the service similar
to the previous accounting policy, because the customer simultaneously receives and consumes the benefits provided by
the consolidated entity.
The consolidated entity recognises contract liabilities for consideration received in respect of unsatisfied performance
obligations and reports these amounts as other liabilities in the statement of financial position. Similarly, if the consolidated
entity satisfies a performance obligation before it receives the consideration, the consolidated entity recognises either a
contract asset or a receivable in its statement of financial position, depending on whether something other than the passage
of time is required before the consideration is due.
24
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Equipment (Kiosk) sale and installation
The supply, installation and commissioning of requested equipment by the consolidated entity to the customer in accordance
with a contract. Revenue is recognized at the point in time when the equipment has been commissioned and commences
operation in accordance with specifications, at which point the performance obligation is satisfied. The equipment can only
be installed by the company, as such the customer cannot derive benefits from the equipment until after installation of the
software to run it, consequently, the revenue is recognized at a point in time after installation.
Software licences
Provision, over a specified period, of licence permitting and enabling the customer to access and use the software product
supplied by the consolidated entity. Revenue is recognized on a straight line basis over the specified period, i.e. over time.
Extended warranties
Provision, over a specified period, of an extended warranty in favour of the customer to repair or replace equipment previously
supplied by the consolidated entity. Revenue is recognized on a straight-line basis over the specified warranty period, i.e.
over time.
Software support services
Provision by the consolidated entity, over a specified period, of telephone and online software support services to the
customer, whereby client queries and problems are resolved by consolidated entity staff as required. Revenue is recognized
on a straight-line basis over the specified period, i.e. over time.
Software development services
The supply, installation and commissioning of specific specialised software enhancements as required by the customer,
which are outside of, or in addition to, the standard software product offered by the consolidated entity. Revenue is recognized
over time as and when the software development services are delivered and recognition ceases once the project has been
commissioned and commences operation in accordance with customer specifications at which point the performance
obligation is satisfied. At this point any further service provided in relation to such development would be covered by Software
support services as described above.
Other income
Interest
Interest income is recognised as interest accrues using the effective interest method. This is a method of calculating the
amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the
net carrying amount of the financial asset.
Government grants
Government grants are recognised when there is reasonable assurance that the grant will be received and all grant conditions
will be complied with. When the grant relates to an expense item, it is recognised as income over the periods necessary to
match the grant on a systematic basis to the costs that it is expected to compensate.
Income tax
The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable
income tax rate for each jurisdiction, adjusted by the changes in deferred tax assets and liabilities attributable to temporary
differences, unused tax losses and the adjustment recognised for prior periods, where applicable.
Deferred tax 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.
The carrying amount of recognised and unrecognised deferred tax assets are reviewed at each reporting date. Deferred tax
assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the
carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable
that there are future taxable profits available to recover the asset.
Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against
current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on
either the same taxable entity or different taxable entities which intend to settle simultaneously.
25
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Discontinued operations
A discontinued operation is a component of the consolidated entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-ordinated plan
to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The
results of discontinued operations are presented separately on the face of the statement of profit or loss and other
comprehensive income.
Cash and cash equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions, other short-term, highly
liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and
which are subject to an insignificant risk of changes in value.
Inventories
Stock in transit is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Stock on hand is stated at the lower of cost and net realisable value. Cost comprises of purchase and delivery costs, net of
rebates and discounts received or receivable.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
Financial assets
Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial
measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at
either amortised cost or fair value depending on their classification. Classification is determined based on both the business
model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an
accounting mismatch is being avoided.
Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the
consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable
expectation of recovering part or all of a financial asset, its carrying value is written off.
Financial assets at amortised cost
A financial asset is measured at amortised cost only if both of the following conditions are met: (i) it is held within a business
model whose objective is to hold assets in order to collect contractual cash flows; and (ii) the contractual terms of the financial
asset represent contractual cash flows that are solely payments of principal and interest.
Financial assets at fair value through profit or loss
Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as
financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where
they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii)
designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.
Financial assets at fair value through other comprehensive income
Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity
intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.
Impairment of financial assets
The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured
at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon
the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk
has increased significantly since initial recognition, based on reasonable and supportable information that is available, without
undue cost or effort to obtain.
26
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit
loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a
default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is
determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit
losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of
anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.
For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is
recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss
allowance reduces the asset's carrying value with a corresponding expense through profit or loss.
Property, plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight-line basis to write off the net cost of each item of property, plant and equipment
(excluding land) over their expected useful lives as follows:
Motor vehicles
Computer equipment
Office equipment
Furniture and fittings
4 - 5 years
3 years
3 - 5 years
4 - 5 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each reporting date.
An item of property, plant and equipment is derecognised upon disposal or when there is no future economic benefit to the
consolidated entity. Gains and losses between the carrying amount and the disposal proceeds are taken to profit or loss.
Right-of-use assets
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which
comprises the initial amount of the lease liability, adjusted for, as applicable, any lease payments made at or before the
commencement date net of any lease incentives received, any initial direct costs incurred, and, except where included in the
cost of inventories, an estimate of costs expected to be incurred for dismantling and removing the underlying asset, and
restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful
life of the asset, whichever is the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at
the end of the lease term, the depreciation is over its estimated useful life. Right-of use assets are subject to impairment or
adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term
leases with terms of 12 months or less and leases of low-value assets. Lease payments on these assets are expensed to
profit or loss as incurred.
27
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Intangible assets
Intangible assets acquired as part of a business combination, other than goodwill, are initially measured at their fair value at
the date of the acquisition.
Intangible assets acquired separately are initially recognised at cost.
Intangible assets with indefinite useful lives are not amortised, but tested for impairment annually, either individually or at the
cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life
continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis
Finite life intangible assets are subsequently measured at cost less amortisation and any impairment. Amortisation expense
is included in depreciation and amortisation expense in the Statement of profit or loss and other comprehensive income.
The gains or losses recognised in profit or loss arising from the derecognition of intangible assets are measured as the
difference between net disposal proceeds and the carrying amount of the intangible asset.
The method and useful lives of finite life intangible assets are reviewed annually. Changes in the expected pattern of
consumption or useful life are accounted for prospectively by changing the amortisation method or period.
Goodwill
Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition
date).
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount
recognised for any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest
in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities
assumed.
If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the
consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s
previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain
purchase gain.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purposes of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s
cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of
the acquiree are assigned to those units.
Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill
associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or
loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the
operation disposed of and the portion of the cash generating unit retained.
Research and development
Research costs are expensed in the period in which they are incurred. Development costs are capitalised when it is probable
that the project will be a success considering its commercial and technical feasibility; the consolidated entity is able to use
or sell the asset; the consolidated entity has sufficient resources; and intent to complete the development and its costs can
be measured reliably. Capitalised development costs are amortised on a straight-line basis over the period of their expected
benefit, being their finite life of 7 years.
Patents and trademarks
All patent and trademark costs for the year are capitalised in the statement of financial position at cost. The patents and
trademarks have not yet commenced to be amortised as the technology related to the relevant patents and trademarks is
still under development and has not yet reached the stage where it is ready for use by the Company as intended by
management.
28
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Software
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses that will contribute
to future period financial benefits through revenue generation and/or cost reduction are capitalised to software and systems.
Costs capitalised include external direct costs of materials and service and direct payroll and payroll related costs of
employees’ time spent on the project. Amortisation is calculated on a straight-line basis generally over 5-7 years. IT
development costs include only those costs directly attributable to the development phase and are only recognised following
completion of technical feasibility and where the Group has an intention and ability to use the asset.
When these assets are acquired as part of a business combination they are recognised separately from goodwill. The assets
are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses.
Customer relationships
When these assets are acquired as part of a business combination they are recognised separately from goodwill. The assets
are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses.
Amortisation is calculated on a straight-line basis generally over the assets’ estimated useful lives of 10 years.
Impairment of non-financial assets
Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually
for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit
from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment
annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-
generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each
asset in the unit.
Other non-financial assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.
Recoverable amount is the higher of an asset's fair value less costs of disposal and value-in-use. The value-in-use is the
present value of the estimated future cash flows relating to the asset using a pre-tax discount rate specific to the asset or
cash-generating unit to which the asset belongs. Assets that do not have independent cash flows are grouped together to
form a cash-generating unit.
Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the consolidated entity becomes a party to the contractual
provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the
financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is
extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Financial assets are classified according to their business model and the characteristics of their contractual cash flows.
Except for those trade receivables that do not contain a significant financing component and are measured at the transaction
price in accordance with AASB 15, all financial assets are initially measured at fair value adjusted for transaction costs (where
applicable).
29
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Subsequent measurement of financial assets
For the purpose of subsequent measurement, financial assets, other than those designated and effective as hedging
instruments, are classified into the following four categories:
●
●
●
●
Financial assets at amortised cost
Financial assets at fair value through profit or loss (FVTPL)
Equity instruments at fair value through other comprehensive income (FVTOCI)
Debt instruments at fair value through other comprehensive income (FVTOCI)
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs,
finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.
Financial assets at amortised cost
Financial assets with contractual cash flows representing solely payments of principal and interest and held within a business
model of ‘hold to collect’ contractual cash flows are accounted for at amortised cost using the effective interest method. The
consolidated entity’s trade and most other receivables fall into this category of financial instruments that were previously
classified as loans and receivables under AASB 139.
Impairment of financial assets
AASB 9’s impairment requirements use more forward looking information to recognize expected credit losses – the ‘expected
credit losses (ECL) model’. Instruments within the scope of the new requirements included loans and other debt-type financial
assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under AASB
15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through
profit or loss.
The Consolidated entity considers a broader range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability
of the future cash flows of the instrument.
Trade and other receivables
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective
interest method, less any allowance for expected credit losses. Trade receivables are generally due for settlement within 30
days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit losses, trade receivables have been grouped based on days
Overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
Classification and measurement of financial liabilities
The Consolidated entity's financial liabilities include borrowings and trade and other payables.
Financial liabilities are initially measured at fair value, and, where and to the extent applicable, adjusted for transaction costs
unless the Consolidated entity designate a financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives
and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in
profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).
All interest-related charges and if applicable charges in an instrument’s fair value that are reported in profit or loss are
included within finance costs or finance income.
30
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Borrowings
The component of the convertible notes that exhibits characteristics of a liability is recognised as a liability in the statement
of financial position, net of transaction costs.
On the issue of the convertible notes the fair value of the liability component is determined using a market rate for an
equivalent non-convertible bond and this amount is carried as a current liability on the amortised cost basis until extinguished
on conversion or redemption. The increase in the liability due to the passage of time is recognised as a finance cost.
The accounting policy on lease liabilities is as below:
Lease liabilities
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present
value of the lease payments to be made over the term of the lease, discounted using the interest rate implicit in the lease or,
if that rate cannot be readily determined, the consolidated entity's incremental borrowing rate. Lease payments comprise of
fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate, amounts
expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the option is
reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on
an index or a rate are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured
if there is a change in the following: future lease payments arising from a change in an index or a rate used; residual
guarantee; lease term; certainty of a purchase option and termination penalties. When a lease liability is remeasured, an
adjustment is made to the corresponding right-of use asset, or to profit or loss if the carrying amount of the right-of-use asset
is fully written down.
Contract liabilities
Contract liabilities represent the consolidated entity's obligation to transfer goods or services to a customer and are
recognised when a customer pays consideration, or when the consolidated entity recognises a receivable to reflect its
unconditional right to consideration (whichever is earlier) before the consolidated entity has transferred the goods or services
to the customer.
Provisions
Provisions are recognised when the consolidated entity has a present (legal or constructive) obligation as a result of a past
event, it is probable the consolidated entity will be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to
settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation.
If the time value of money is material, provisions are discounted using a current pre-tax rate specific to the liability. The
increase in the provision resulting from the passage of time is recognised as a finance cost.
Employee benefits
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual leave and long service leave expected to be
settled wholly within 12 months of the reporting date are measured at the amounts expected to be paid when the liabilities
are settled.
Other long-term employee benefits
The liability for annual leave and long service leave not expected to be settled within 12 months of the reporting date are
measured at the present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage and salary levels,
experience of employee departures and periods of service. Expected future payments are discounted using market yields at
the reporting date on high quality corporate bonds with terms to maturity and currency that match, as closely as possible, the
estimated future cash outflows.
Defined contribution superannuation expense
Contributions to defined contribution superannuation plans are expensed in the period in which they are incurred.
31
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Share-based payments
Equity-settled share-based compensation benefits are provided to employees.
Equity-settled transactions are awards of shares, or options over shares, that are provided to employees in exchange for the
rendering of services.
The cost of equity-settled transactions are measured at fair value on grant date. Fair value is independently determined using
either: (i) the Binomial or 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, together with non-vesting conditions that do not determine
whether the consolidated entity receives the services that entitle the employees to receive payment. No account is taken of
any other vesting conditions; or,
(ii) Barren option pricing model which takes into account largely the same factors as the above model, but also takes into
account the relevant predetermined level (the barrier), with the fair value calculated using a trinomial lattice.
The cost of equity-settled transactions are recognised as an expense with a corresponding increase in equity over the vesting
period. The cumulative charge to profit or loss is calculated based on the grant date fair value of the award, the best estimate
of the number of awards that are likely to vest and the expired portion of the vesting period. The amount recognised in profit
or loss for the period is the cumulative amount calculated at each reporting date less amounts already recognised in previous
periods.
Market conditions are taken into consideration in determining fair value. Therefore any awards subject to market conditions
are considered to vest irrespective of whether or not that market condition has been met, provided all other conditions are
satisfied.
If equity-settled awards are modified, as a minimum an expense is recognised as if the modification has not been made. An
additional expense is recognised, over the remaining vesting period, for any modification that increases the total fair value
of the share-based compensation benefit as at the date of modification.
If the non-vesting condition is within the control of the consolidated entity or employee, the failure to satisfy the condition is
treated as a cancellation. If the condition is not within the control of the consolidated entity or employee and is not satisfied
during the vesting period, any remaining expense for the award is recognised over the remaining vesting period, unless the
award is forfeited.
If equity-settled awards are cancelled, it is treated as if it has vested on the date of cancellation, and any remaining expense
is recognised immediately. If a new replacement award is substituted for the cancelled award, the cancelled and new award
is treated as if they were a modification.
Fair value measurement
When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair
value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date; and assumes that the transaction will take place either: in the principal
market; or in the absence of a principal market, in the most advantageous market.
Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming
they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and
best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to
measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the
significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers
between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value
measurement.
32
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
For recurring and non-recurring fair value measurements, external valuers may be used when internal expertise is either not
available or when the valuation is deemed to be significant. External valuers are selected based on market knowledge and
reputation. Where there is a significant change in fair value of an asset or liability from one period to another, an analysis is
undertaken, which includes a verification of the major inputs applied in the latest valuation and a comparison, where
applicable, with external sources of data.
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.
Business combinations
The acquisition method of accounting is used to account for business combinations regardless of whether equity instruments
or other assets are acquired.
The consideration transferred is the sum of the acquisition-date fair values of the assets transferred, equity instruments
issued or liabilities incurred by the acquirer to former owners of the acquiree and the amount of any non-controlling interest
in the acquiree. For each business combination, the non-controlling interest in the acquiree is measured at either fair value
or at the proportionate share of the acquiree's identifiable net assets. All acquisition costs are expensed as incurred to profit
or loss.
On the acquisition of a business, the consolidated entity assesses the financial assets acquired and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic conditions, the consolidated
entity's operating or accounting policies and other pertinent conditions in existence at the acquisition-date.
Contingent consideration to be transferred by the acquirer is recognised at the acquisition-date fair value. Subsequent
changes in the fair value of the contingent consideration classified as an asset or liability is recognised in profit or loss.
Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity.
The difference between the acquisition-date fair value of assets acquired, liabilities assumed and any non-controlling interest
in the acquiree and the fair value of the consideration transferred and the fair value of any pre-existing investment in the
acquiree is recognised as goodwill. If the consideration transferred and the pre-existing fair value is less than the fair value
of the identifiable net assets acquired, being a bargain purchase to the acquirer, the difference is recognised as a gain directly
in profit or loss by the acquirer on the acquisition-date, but only after a reassessment of the identification and measurement
of the net assets acquired, the non-controlling interest in the acquiree, if any, the consideration transferred and the acquirer's
previously held equity interest in the acquirer.
Business combinations are initially accounted for on a provisional basis. The acquirer retrospectively adjusts the provisional
amounts recognised and also recognises additional assets or liabilities during the measurement period, based on new
information obtained about the facts and circumstances that existed at the acquisition-date. The measurement period ends
on either the earlier of (i) 12 months from the date of the acquisition or (ii) when the acquirer receives all the information
possible to determine fair value.
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Jayex Technology Ltd, excluding
any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding
during the financial period, adjusted for share splits or bonus elements in ordinary shares issued during the financial period.
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 shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.
33
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 2. Significant accounting policies (continued)
Goods and Services Tax ('GST') and other similar taxes
Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not
recoverable from the tax authority. In this case it is recognised as part of the cost of the 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 tax authority is included in other receivables or other payables in the statement of
financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities
which are recoverable from, or payable to the tax authority, are presented as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the tax authority.
Rounding of amounts
The Company is of a kind referred to in Corporations Instrument 2016/191, issued by the Australian Securities and
Investments Commission, relating to 'rounding-off'. Amounts in this report have been rounded off in accordance with that
Corporations Instrument to the nearest thousand dollars, or in certain cases, the nearest dollar.
Note 3. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires management to make judgements, estimates and assumptions that
affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in
relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and
assumptions on historical experience and on other various factors, including expectations of future events, management
believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal
the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are
discussed below.
Coronavirus (COVID-19) pandemic
Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have,
on the consolidated entity based on known information. This consideration extends to the nature of the products and services
offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as
addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements
or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably
as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.
Fair value measurement hierarchy
The consolidated entity is required to classify all assets and liabilities, measured at fair value, using a three level hierarchy,
based on the lowest level of input that is significant to the entire fair value measurement, being: Level 1: Quoted prices
(unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date; Level 2:
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly;
and Level 3: Unobservable inputs for the asset or liability. Considerable judgement is required to determine what is significant
to fair value and therefore which category the asset or liability is placed in can be subjective.
The fair value of assets and liabilities classified as level 3 is determined by the use of valuation models. These include
discounted cash flow analysis or the use of observable inputs that require significant adjustments based on unobservable
inputs. Refer to note 18 for key input used in the valuation model for the fair valuation of derivative financial liability.
Estimation of useful lives of assets (note 11 and note 13)
The consolidated entity determines the estimated useful lives and related depreciation and amortisation charges for its
property, plant and equipment and finite life intangible assets. The useful lives could change significantly as a result of
technical innovations or some other event. The depreciation and amortisation charge will increase where the useful lives are
less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned or sold will
be written off or written down.
34
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 3. Critical accounting judgements, estimates and assumptions (continued)
Goodwill and other indefinite life intangible assets (note 13)
The consolidated entity tests annually, or more frequently if events or changes in circumstances indicate impairment, whether
goodwill and other indefinite life intangible assets have suffered any impairment, in accordance with the accounting policy
stated in note 2. The fair value of the cash-generating units have been determined utilising the "Comparable Multiples of
Revenue Methodology". These calculations require the use of assumptions, including revenue multiples of listed companies
which are broadly comparable to the CGU considering their activities and services provided and market capitalisation,
estimated discount rates and estimated revenues.
Impairment of non-financial assets other than goodwill and other indefinite life intangible assets (note 13)
The consolidated entity assesses impairment of non-financial assets other than goodwill and other indefinite life intangible
assets at each reporting date by evaluating conditions specific to the consolidated entity and to the particular asset that may
lead to impairment. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves fair value
less costs of disposal or value-in-use calculations, which incorporate a number of key estimates and assumptions.
Incremental borrowing rate
Where the interest rate implicit in a lease cannot be readily determined, an incremental borrowing rate is estimated to discount
future lease payments to measure the present value of the lease liability at the lease commencement date. Such a rate is
based on what the consolidated entity estimates it would have to pay a third party to borrow the funds necessary to obtain
an asset of a similar value to the right-of-use asset, with similar terms, security and economic environment.
Valuation of embedded derivatives on convertible notes (note 15)
The convertible noted issued in 2020 financial year contains an embedded derivative representing the option to convert the
convertible notes into equity shares. At each reporting period, the relevant derivative liability is valued using Monte Carlo
simulation method to determine the conversion price and the Black-Scholes option valuation model is used to assess value
of the Rights at valuation date. These calculations require the use of assumptions, including risk free rate and expected
future volatility in the Company's shares.
Warranty provision
In determining the level of provision required for warranties the consolidated entity has made judgements in respect of the
expected performance of the products, the number of customers who will actually claim under the warranty and how often,
and the costs of fulfilling the conditions of the warranty. The provision is based on estimates made from historical warranty
data associated with similar products and services.
Estimates on the churn of customer relationships.
Management has estimated that the average customer retention is 11 years. Amortisation of intangible assets related to
customer relationship is accordingly been amortised over 11 years. Existing customers pay an annual subscription renewal
identifying the existing useful life of their product. Our churn is estimated to be at 3%. The majority of our customers are
repeat purchasers.
35
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 4. Operating segments
Identification of reportable operating segments
The consolidated entity is organised into two operating segments: Australia and United Kingdom (UK). These operating
segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the
Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There
is no aggregation of operating segments.
The CODM reviews EBITDA (earnings before interest, tax, depreciation and amortisation), excluding capital-raising
expenses and share-based payments. The accounting policies adopted for internal reporting to the CODM are consistent
with those adopted in the financial statements.
The information reported to the CODM is on a monthly basis.
No changes to the policy above have occurred during the financial year.
Intersegment transactions
Intersegment transactions were made at market rates. The Australian operating segment charges a management fee to the
United Kingdom operating segment. Intersegment transactions are eliminated on consolidation.
Intersegment receivables, payables and loans
Intersegment loans are initially recognised at the consideration received. Intersegment loans receivable and loans payable
that earn or incur non-market interest are not adjusted to fair value based on market interest rates. Intersegment loans are
eliminated on consolidation.
Major customers
The consolidated entity does not have a major customer that contributes more than 10% or more to the consolidated entity's
revenue.
36
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 4. Operating segments (continued)
Operating segment information
Consolidated - 2021
Revenue
Sales to external customers
Total revenue
Other revenue
Segment operating expenses
EBITDA
Interest expense
Depreciation & amortisation expense
Impairment of goodwill and patents
Fair value change in the derivative instrument
Share based payment expense
Loss before income tax benefit
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Consolidated - 2020
Revenue
Sales to external customers
Total revenue
Other revenue
Segment operating expenses
EBITDA
Interest expense
Depreciation & amortisation expense
Fair value change in the derivative instrument
Share based payment expense
Loss before income tax benefit
Current assets
Non-current assets
Current liabilities
Non-current liabilities
37
Australia
$'000
United
Kingdom
$'000
Total
$'000
562
562
62
(2,083)
(1,459)
3,024
3,024
189
(3,178)
35
257
2,653
2,910
2,718
820
3,538
1,859
5,211
7,070
3,151
1,904
5,055
3,586
3,586
251
(5,261)
(1,424)
(841)
(702)
(2,514)
1,038
(12)
(4,455)
2,116
7,864
9,980
5,869
2,724
8,593
Australia
$'000
United
Kingdom
$'000
Total
$'000
850
850
268
(1,755)
(637)
4,219
4,219
277
(3,969)
527
561
1,784
2,345
3,466
769
4,235
2,191
7,823
10,014
3,295
1,452
4,747
5,069
5,069
545
(5,724)
(110)
(380)
(854)
246
-
(1,098)
2,752
9,607
12,359
6,761
2,221
8,982
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 5. Revenue
From continuing operations
Sales revenue
Consolidated
2021
$'000
2020
$'000
3,586
5,069
Sales revenue is revenue generated from the consolidated entity's healthcare industry service provision businesses.
For 2021, revenue includes $1,248,000 (2020: $1,568,000) included in the contract liability balance at the beginning of the
period.
Disaggregation of revenue
The disaggregation of revenue from contracts with customers is as follows:
Major product lines
Supply and installation of Kiosks (at a point of time)
Software licences and support services (over time)
Extended warranty and software support (over time)
Software development customisation services (over time)
Software development supports services (over time)
Consolidated
2021
$'000
2020
$'000
1,414
1,791
343
23
15
2,904
1,347
445
205
168
3,586
5,069
38
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 6. Expenses
Loss before income tax from continuing operations includes the following specific expenses:
Depreciation
Plant and equipment
Buildings right-of-use assets
Total depreciation
Amortisation
Software
Customer relationships
Development cost
Total amortisation
Total depreciation and amortisation
Finance costs
Interest and finance charges on borrowings and convertible notes
Interest and finance charges paid/payable on lease liabilities
Finance costs expensed
Superannuation expense
Defined contribution superannuation expense
Employee benefits expense excluding superannuation and share based payments
Employee benefits expense excluding superannuation and share based payments
Consolidated
2021
$'000
2020
$'000
35
160
195
113
314
80
507
702
814
27
841
40
172
212
323
319
-
642
854
374
6
380
53
48
2,983
3,103
39
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 7. Discontinued operations
Description
On 17 May 2021, the Group sold its on-premises Acute hospital queue management business to Canadian based medical
technology company Vitalhub Inc.
Under the agreement, Vitalhub acquired Jayex’s hospital contracts in both the UK and Australia for a consideration of £1.04
million (~$1.9 million AUD) in cash and £0.26 million (~$0.47million AUD) in Vitalhub shares (150,078 shares in total).
Financial performance information
Revenue
Raw materials and consumables used
Employee benefits expense
Professional services expenses
Other expense
Total expenses
Profit before income tax expense
Income tax expense
Profit after income tax expense
Gain on disposal before income tax
Income tax expense
Loss on disposal after income tax expense
Profit after income tax expense from discontinued operations
Details of the disposal
Total sale consideration
Carrying amount of net assets disposed
Disposal costs
Gain on disposal before income tax
Income tax expense
Loss on disposal after income tax
Consolidated
2021
$'000
2020
$'000
539
(11)
(218)
(91)
(9)
(329)
210
-
210
83
(196)
(113)
97
994
(78)
(587)
-
(172)
(837)
157
-
157
-
-
-
157
Consolidated
2021
$'000
2020
$'000
2,173
(1,240)
(850)
83
(196)
(113)
-
-
-
-
-
-
Upon sale completion on 14 May 2021, against the total sales consideration of £1.3m, Company received 150,078 shares in
Vitalhub for £260k (equivalent to $468k). For the cash component the consideration, the company received initial cash
proceeds of £357k (equivalent to $643k). This was based on the cash component of consideration of £1,040k (equivalent to
$1.9 million) net of:
(a) £99k (equivalent to $178k) withheld by Vitalhub in-lieu of cash received in advance by the company from the
customers; and
(b) £584k (equivalent to $1,076k) for following escrowed consideration components:
40
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 7. Discontinued operations (continued)
(i) Escrowed consideration 1:
£156k (equivalent to $281k) of cash consideration is placed under six-month Escrow from the date of completion of
sale with a third-party Riverside Escrow Limited, secured against any future unknown related to a Litigation
Warranties against the Jayex Acute Business.
(ii) Escrowed consideration 2:
£428k (equivalent to $788k) of consideration receivable, which was equivalent to the recurring annual revenue
attributable to such Customer Contracts multiplied by 3.1 which was invoiced but unsettled at the point-of-Sale
completion, is held in escrow and is contingent upon a future event taking place (the receipt of cash from customers).
('Contingent Asset').
For Escrowed consideration 1, at the end of the escrow period, the company received £84k (equivalent to $144k) in August
2021. The total sale consideration reported above has been reduced by the withheld consideration of £72k.
Subsequent to sale completion, during the period ended 31 December 2021 £396k (equivalent to $740k) of the Escrowed
Consideration 2 was released out of £428k. The balance £32k being a contingent asset (refer to note 25) is adjusted out
from the cash component consideration of £1,040k for the purpose of the total sale consideration above. Out of $740k
consideration released, $121k was receivable as of 31 December 2021.
The company received $1,584k from the disposal of the Acute business with $121k receivable as at 31 December 2021.
Refer to the statement of cashflows for cash flows from discontinued operations and disposal of Acute business.
Note 8. Trade and other receivables
Trade receivables, net of expected credit losses
Other receivables
Consolidated
2021
$'000
2020
$'000
819
19
838
1,153
20
1,173
The ageing of the trade receivables and allowance for expected credit losses provided for above are as follows:
Expected
credit loss
rate
2021
%
Expected
credit loss
rate
2020
%
Carrying
amount
2021
$'000
Carrying
amount
2020
$'000
Allowance
Allowance
for expected
credit losses
2021
$'000
for expected
credit losses
2020
$'000
Not overdue
0 to 3 months overdue
3 to 6 months overdue
Over 6 months overdue
-
-
33.00%
-
-
-
19.00%
-
493
243
125
-
861
214
537
494
-
1,245
-
-
(42)
-
(42)
-
-
(92)
-
(92)
41
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 9. Financial assets at fair value through other comprehensive income
Investment in Vitalhub shares
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening fair value
Additions
Revaluation increments
Closing fair value
Consolidated
2021
$'000
2020
$'000
536
-
479
57
536
-
-
-
-
-
On 14 May 2021, in-part consideration towards the sales of Acute business for GBP 260k (equivalent to $472k), the company
were issued 150,078 shares in Vitalhub Corporation at CAD 2.915 per share. These investment in shares is classified as
level 1 in fair value measurement hierarchy as the Vitalhub Corporation is listed on Toronto Stock Exchange (TSXV: VHI).
As at 31 December 2021, the investment in share is fair valued based on the quoted market price of CAD 3.30 per share at
$536k. At the time of initial recognition, the company has made an irrevocable election for these investments to present
subsequent changes in fair value in other comprehensive income.
Refer to note 22 for further information on fair value measurement.
Note 10. Financial assets at fair value through profit or loss
Investment in Brainworks
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening fair value
Additions
Revaluation increments
Closing fair value
Consolidated
2021
$'000
2020
$'000
1,369
-
1,848
57
1,905
-
-
-
-
-
42
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 10. Financial assets at fair value through profit or loss (continued)
On 30 July 2021 Jayex Technology Limited executed a binding Head of Agreement ('HoA') for the strategic investment into
Brainworks Foundry Inc. ('Brainworks'), based in Delaware, United States. Brainworks’ Smart Health AI technology platform
is currently undergoing preliminary clinical trials and is designed to allow a patient’s vital signs, incl. heart rate, respiratory
rate, blood oxygenation etc. to be measured simply by pointing the camera of a smartphone at the patient’s face for 5-30
seconds. The platform can securely store a patient’s health data and deliver test results to key healthcare professionals and
other non-regulated stakeholders. Medio Labs, a brand operating under and owned by Brainworks, is a new AI-enhanced
healthcare service developed by applying Brainworks’ latest discoveries in AI and neuroscience and molecular sensing. The
investment into Brainworks fits with Jayex’s renewed and repositioned business model, and to extend its SaaS Connect data
management capabilities for GP Clinics into more GP/Patient related services such as remote patient monitoring.
Following the HoA, the company has invested $1.36 million in Brainworks to subscribe 1,234,566 Brainworks shares at an
issue price of USD 0.81 for a total consideration of USD 1 million (equivalent to ÄUD 1.36 million). The investment has been
held at fair value with subsequent changes carried through the statement of profit or loss. The investment has been held at
fair value with subsequent changes carried through the statement of profit or loss.
Refer to note 22 for further information on fair value measurement.
Note 11. Plant and equipment
Leasehold improvements - at cost
Less: Accumulated depreciation
Plant and equipment - at cost
Motor vehicles - at cost
Less: Accumulated depreciation
Office equipment - at cost
Less: Accumulated depreciation
Furniture and fittings - at cost
Less: Accumulated depreciation
Consolidated
2021
$'000
2020
$'000
180
(14)
166
27
54
(54)
-
259
(259)
-
93
(93)
-
193
136
-
136
29
53
(53)
-
246
(236)
10
89
(79)
10
185
43
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 11. Plant and equipment (continued)
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Furniture &
fittings
$'000
Office
equipment
$'000
Motor vehicle
$'000
Plant &
equipment
$'000
Leasehold
improvement
$'000
Total
$'000
33
-
(1)
(22)
10
-
(10)
-
21
1
(1)
(11)
10
-
(10)
-
7
-
-
(7)
-
-
-
-
29
-
-
-
29
-
(2)
27
139
-
(3)
-
136
44
(14)
166
229
1
(5)
(40)
185
44
(36)
193
Consolidated
Balance at 1 January 2020
Additions
Exchange differences
Depreciation expense
Balance at 31 December 2020
Additions
Depreciation expense
Balance at 31 December 2021
Note 12. Right-of-use assets
Land and buildings - right-of-use
Less: Accumulated depreciation
Consolidated
2021
$'000
2020
$'000
704
(457)
247
431
(299)
132
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Land and
buildings -
right-of-use
$'000
Total
$'000
236
68
(172)
132
301
(26)
(160)
247
236
68
(172)
132
301
(26)
(160)
247
Consolidated
Balance at 1 January 2020
Additions
Depreciation expense
Balance at 31 December 2020
Additions
Disposals
Depreciation expense
Balance at 31 December 2021
44
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 13. Intangibles
Goodwill - at cost
Less: Impairment
Product development - at cost
Less: Accumulated amortisation
Patents and trademarks - at cost
Software platform - at cost
Less: Accumulated amortisation - Software
Customer relationships - at cost
Less: Accumulated amortisation - Customer relationships
Consolidated
2021
$'000
2020
$'000
10,104
(6,465)
3,639
1,069
(80)
989
-
1,813
(1,450)
363
2,551
(2,077)
474
9,805
(4,085)
5,720
975
-
975
586
1,726
(1,273)
453
3,181
(1,678)
1,503
5,465
9,237
Reconciliations
Reconciliations of the written down values at the beginning and end of the current and previous financial year are set out
below:
Consolidated
Balance at 1 January 2020
Additions
Exchange differences
Amortisation expense
Balance at 31 December 2020
Disposals
Additions
Exchange differences
Impairment of assets
Amortisation expense
Goodwill
$'000
Patents &
trademarks
$'000
Software
platform
$'000
Customer
relationships
$'000
Development
cost
$'000
Total
$'000
6,060
-
(340)
-
5,720
(452)
-
299
(1,928)
-
586
-
-
-
586
-
-
-
(586)
-
-
680
121
(25)
(323)
453
(57)
-
80
-
(113)
363
1,914
-
(92)
(319)
1,503
(788)
-
73
-
(314)
474
852
143
(20)
-
975
-
94
-
-
(80)
989
10,092
264
(477)
(642)
9,237
(1,297)
94
452
(2,514)
(507)
5,465
Balance at 31 December 2021
3,639
The carrying value of patents & trademarks has been measured on an amortised cost basis. An independent valuation was
obtained during the year ended 31 December 2019 which made several key assumptions about the potential sizes of the
markets for the patents and trademarks, adoption rates and revenues and costs associated with transactions. In 2021 the
directors have re-considered the carrying value in reference to this report and now believe that the Bluepoint vending machine
for medication distribution has no commercial viability. As such, it has been deemed that it would result in full impairment to
the patents and trademarks with the business plan changing, the directors no longer see the benefit of holding Bluepoint
vending machine patents in relation to medication distribution.
45
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 13. Intangibles (continued)
Goodwill
For the purpose of ongoing annual impairment testing goodwill is allocated to the following cash-generating units, which are
the units expected to benefit from the synergies of the business combinations in which the goodwill arises:
Jayex Technology Limited (United Kingdom)
Methodology
Consolidated
2021
$'000
2020
$'000
3,639
5,720
The Company used an independent valuer to determine if any impairment has been experienced. The independent valuer
utilised the “Comparable Multiples of Revenue Methodology” to determine the fair value of the cash generating unit (CGU).
The method is based on publicly-available information, this methodology ascertains the multiple at which a company might
trade on an exchange or the valuation at which it might transact. Revenue or earnings multiples of valuation outputs such as
Equity Value (EV) can be utilised in the valuation.
Impairment testing for CGUs containing goodwill
Goodwill arose in the business combinations for the acquisition of Jayex Technology Limited in 2015. It represented the
excess of the cost of the acquisition over the fair value of the Group’s share of the identifiable net assets acquired and
contingent liabilities assumed at the date of acquisition. Goodwill is allocated to the Group’s cash generating units identified
according to the Group’s operating segments for impairment testing purposes.
In assessing whether an impairment adjustment is required for the carrying value of an asset, its carrying value is compared
with its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value-in-
use.
Key assumptions
The method is based on publicly available information (which are level 2 and 3 inputs in fair value hierarchy), this methodology
ascertains the multiple at which a company might trade on an exchange or the valuation at which it might transact. Revenue
or earnings multiples of valuation outputs such as equity value can be utilised in the valuation.
For the 2021 reporting period, "Comparable Multiples of Revenue Methodology” is utilised to determine the fair value of the
cash generating units (CGU) which require the use of assumptions. The calculations used historical revenue for the past 3
years, forecasted revenue over one-year period and comparable trading multiples from the industry or specific firms, then
applying them to the business’ operating metrics.
Similar to the CGU, the selected companies have little or no earnings. We have adopted the revenue multiples to value the
CGU. To derive the appropriate revenue multiples, companies considered directly comparable were shortlisted and the
average historical (FY2021) revenue multiples of comparable companies was calculated to be 1.9x. As a sensitivity check
we have applied a discount to the average historical (FY2021) revenue multiples in 20%-30% range with no impairment
scenarios reported.
The revenue projections are based on financial budgets approved by management covering a one-year period. The following
factors were considered when reviewing the historical performance and projections of JTL’s UK CGU:
46
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 13. Intangibles (continued)
●
●
Primarily, the CGU derives revenue from provision of integrated SaaS healthcare services delivery platforms. This
consist of supplying software licencing, software development customisation and support services, supply and
installation of kiosk, and extended software warranty.
The revenue has declined over the last few years, but is forecast to recover in FY2022 and beyond. Management is
forecasting revenues of £3.65m and the key drivers for growth is additional hardware sales revenue, which represents
an improved growth rate in the revenue from FY2021. However, for the purposes of our revenue multiples based
valuation, the most recent historical revenue was used to apply the multiple. The selected revenue for the CGU is
£1.87m.
●
The CGU has reported no earnings in the last 3 years, hence it is most appropriate to use a revenue based multiple to
value the CGU.
Apart from the considerations described above, management is not currently aware of any other probable changes that
would necessitate changes in its key estimates.
In determining the value of the CGU the Company engaged an independent valuation specialist.
Impairment
The Consolidated entity has performed an impairment assessment based on its cash generating units, which is Jayex
Technology CGU.
As a result of the assessment the Company has recognised an impairment to goodwill asset of $1.93 million in relation to
the Jayex Technology CGU for the year ended 31 December 2021.
Note 14. Trade and other payables
Trade payables
Accrued expenses
GST and VAT payable
Other payables
Refer to note 21 for further information on financial instruments.
Note 15. Borrowings
Derivative liability
Borrowings - current
Convertible notes payable
47
Consolidated
2021
$'000
2020
$'000
206
407
154
266
249
715
518
510
1,033
1,992
Consolidated
2021
$'000
2020
$'000
69
409
2,129
1,140
88
1,733
2,607
2,961
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 15. Borrowings (continued)
In 2020 financial year, the Company issued 3,000,000 convertible notes each having a face value of $1.00 to Covenant
Holding (WA) Pty Ltd towards the settlement of its $3m borrowings. Convertible notes are unsecured and bears an interest
rate of 6.5% per annum. The Convertible Notes are convertible into Shares in whole or in part at the sole election of the
Noteholder at the Conversion Price at any time on or before the redemption date. Conversion Price will be determined as
the greater of $0.05 and a 20% discount to the volume weighted average price of Shares on the ASX calculated over the 30
days on which trades in Shares were recorded immediately prior to the conversion date. Convertible notes are repayable on
13 October 2022, being the redemption date, for the balance of convertible notes not converted into shares as at that date.
During the year ended 31 December 2021, the company repaid $300,000 of Convertible Notes. As of 31 December 2021,
there are 2,700,000 convertible notes outstanding with the carrying value of $2,129,000 (with face value of $2,700,000).
These are payable on 13 October 2022, if not converted into shares as at that date.
The convertibles notes contain an embedded derivative representing the option to convert the convertible notes into equity
shares. At the inception date on 13 October 2020, this derivative liability was fair valued at $1,386,000. As of 31 December
2021, the derivative liability was fair valued at $69,049 (31 December 2020: $1,140,000). The change in the fair value is
recognised in the statement of profit and loss.
The derivative liability is classified as level 3 in fair value measurement hierarchy as detailed in note 3. The derivative liability
is valued using Monte Carlo simulation method to determine the conversion price and the Black-Scholes option valuation
model is used to assess value of the Rights at valuation date. Key input used in the valuation is as follows:
Assumptions
Valuation date
Spot price
Conversion price
Risk free rate
Expected future volatility
Expiry date
Fair value per Right
Fair value of derivative liability
Conversion Right at
31 December 2021
31 December 2021
$0.019
$0.050
0.54%
90%
13 October 2022
$0.0013
$69,049
As at 31 December 2021, a 1% increase / decrease in the fair value per right would increase/ decrease fair value of derivative
liability by approximately $7k.
Refer to note 18 for the information on borrowings.
Note 16. Provisions
Provision for warranties
Provision for credit notes
Consolidated
2021
$'000
2020
$'000
147
68
215
195
25
220
Warranties
The provision represents the estimated warranty claims in respect of products sold which are still under warranty at the
reporting date. The provision is estimated based on historical warranty claim information, sales levels and any recent trends
that may suggest future claims could differ from historical amounts.
48
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 16. Provisions (continued)
Credit notes
The provision represents the estimated credit notes which may be granted in future periods in respect of products sold prior
to the reporting date. The provision is estimated based on historical credit note information, sales levels and any recent
trends that may suggest future issues of credit notes could differ from historical amounts.
Movements in provisions
Movements in each class of provision during the current financial year, other than employee benefits, are set out below:
Consolidated - 2021
Carrying amount at the start of the year
Additional provisions recognised
Reduction in provision required
Carrying amount at the end of the year
Note 17. Contract liabilities
Contract liabilities consist of the following:
Contract liabilities - Deferred service income
Reconciliation
Reconciliation of the fair values at the beginning and end of the current and previous
financial year are set out below:
Opening balance
Payment in advance
Transfer to Revenue - included in the opening balance
Transfer to Revenue - revenue originated during the year
Closing balance
Warranties Credit notes
$'000
$'000
195
-
(48)
147
25
43
-
68
Consolidated
2021
$'000
2020
$'000
1,615
1,436
1,436
1,930
(1,248)
(503)
1,788
1,819
(1,568)
(603)
1,615
1,436
Contract liabilities represents sales invoiced in advance for the provision of contracted services.
49
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 18. Borrowings
Borrowings - non-current
Refer to note 21 for further information on financial instruments.
The above loan comprises of:
Consolidated
2021
$'000
2020
$'000
2,455
1,716
(i)
(ii)
(iii)
$744k loan that have been advanced to the consolidated entity by a related party. Refer note 26 for further
information.
GBP 600k from National Westminster Bank, United Kingdom with an interest rate of 2.05% per annum. This loan is
repayable by June 2026 with repayment started from July 2021. As at 31 December 2021, current and non-current
portions of loan are at GBP 120k (equivalent to $223k) and GBP420k (equivalent to $781k) respectively.
GBP 600k from National Westminster Bank, United Kingdom with an interest rate of 2.05% per annum. This loan is
repayable by February 2027 with repayment starting from March 2022. As at 31 December 2021, current and non-
current portions of loan are at GBP 100k (equivalent to $186k) and GBP500k (equivalent to $930k) respectively.
Note 19. Issued capital
Consolidated
2021
Shares
2020
Shares
2021
$'000
2020
$'000
Ordinary shares - fully paid
249,228,539 201,363,024
28,112
26,861
Movements in ordinary share capital
Details
Date
No of shares Issue price
$'000
Balance
Share options exercised
Share options exercised
Share placement to professional and sophisticated
investors
Capital raising costs
Balance
Placement of shares
Rights issue
Capital raising costs
Balance
1 January 2020
28 February 2020
04 March 2020
172,613,024
1,250,000
2,500,000
07 September 2020
31 December 2020
4 June 2021
22 September 2021
25,000,000
-
201,363,024
19,090,755
28,774,760
-
31 December 2021
249,228,539
$0.01
$0.01
$0.28
$0.00
$0.03
$0.03
$0.00
26,166
7
14
700
(26)
26,861
573
719
(41)
28,112
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion
to the number of and amounts paid on the shares held. The fully paid ordinary shares have no par value and the Company
does not have a limited amount of authorised capital.
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Share buy-back
There is no current on-market share buy-back.
50
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 19. Issued capital (continued)
Capital risk management
The consolidated entity's objectives when managing capital is to safeguard its ability to continue as a going concern, so that
it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to
reduce the cost of capital. No external requirements have been imposed on the consolidated entity in regards to capital
management.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated
as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the consolidated entity may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
No changes to what is regarded as capital nor how it is managed have occurred during the financial year.
Note 20. Reserves
Financial asset reserve
Foreign currency reserve
Share-based payments reserve
Consolidated
2021
$'000
2020
$'000
57
(1,459)
12
-
(2,128)
-
(1,390)
(2,128)
Foreign currency reserve
The reserve is used to recognise exchange differences arising from the translation of the financial statements of foreign
operations to Australian dollars.
Share-based payments reserve
The reserve is used to recognise the value of equity benefits provided to employees and Directors as part of their
remuneration, and other parties as part of their compensation for services.
Movements in reserves
Movements in each class of reserve during the current and previous financial year are set out below:
Consolidated
Balance at 1 January 2020
Foreign currency translation
Exercise of options
Balance at 31 December 2020
Foreign currency translation
Shared-based payments
Movement in the value of investments
Balance at 31 December 2021
Foreign
currency
reserve
$'000
Share-based
payments
reserve
$'000
Financial
asset reserve
$'000
Total
$'000
(1,469)
(659)
-
(2,128)
669
-
-
(1,459)
21
-
(21)
-
-
12
-
12
-
-
-
-
-
-
57
57
(1,448)
(659)
(21)
(2,128)
669
12
57
(1,390)
Financial asset reserve relates to revaluation movement in the financial assets at fair value through other comprehensive
income in note 9.
51
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 21. Financial instruments
Financial risk management objectives
The entity’s principal financial instruments comprise cash and cash equivalents, trade and other receivables, investments,
trade and other payables and borrowings. The main purpose of these financial instruments is to finance the entity’s
operations. The entity has various other financial assets and liabilities such as receivables and trade payables, which arise
directly from its operations. It is, and has been throughout the entire period, the entity’s policy that no trading in financial
instruments shall be undertaken.
There are no major risks arising from the entity’s financial instruments, as no significant term deposits/cash investments are
maintained. Minor risks are summarised below. The Board reviews and agrees policies for managing each of these risks.
Market risk
Foreign currency risk
The consolidated entity undertakes certain transactions denominated in foreign currency and is exposed to foreign currency
risk through foreign exchange rate fluctuations.
Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities
denominated in a currency that is not the entity's functional currency. The risk is measured using sensitivity analysis and
cash flow forecasting.
This exposure could have a material effect on the results of the consolidated entity in the long term, in particular the exchange
differences arising from the translation of the consolidated entity's net investment in Jayex Technology Limited (JUK), and
its future revenue and expense streams.
The average exchange rates and reporting date exchange rates applied were as follows:
Australian dollars
Pound sterling (GBP)
New Zealand dollar (NZD)
United States dollar (USD)
Canadian dollar (CAD)
Average
exchange
rate
2021
Average
exchange
rates
2020
Reporting
date
exchange
rate
2021
Acquisition
date
exchange
rate
2020
0.5461
1.0619
0.9418
0.7514
0.5378
1.0615
-
-
0.5376
1.0628
0.9245
0.7256
0.5657
1.0660
-
-
As noted above, foreign currency risk arises when future commercial transactions and recognised financial assets and
liabilities are denominated in a currency that is not the entity's functional currency.
The carrying amount of the consolidated entity's foreign currency denominated financial assets and financial liabilities at the
reporting date were as follows:
Consolidated
Pound Sterling
New Zealand dollars
Canadian dollars*
United States dollars**
Assets
2021
$'000
2020
$'000
Liabilities
2021
$'000
2020
$'000
1,650
56
536
1,369
1,973
48
-
-
5,164
675
-
-
4,880
723
-
-
3,611
2,021
5,839
5,603
52
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 21. Financial instruments (continued)
*
**
This relates to investment in the shares of Vitalhub Corporation listed on Toronto Stock Exchange (TSXV: VHI) in
Canadian dollars.
This relates to investment in the shares of Brainworks Foundry Inc. based United States of America. The shares were
issued with share price in United States dollars.
The consolidated entity has exposure to fluctuations between the UK Pound Sterling, the New Zealand dollars, the United
States dollar, the Canadian dollar and the Australian dollars. If the Australian dollar weakened /strengthened against the UK
Pound Sterling, by 1% it would increase/decrease the net asset position of the consolidated entity by approximately
$20,000/$20,000 respectively (31 December 2020: $53,000/$52,000 respectively). If the Australian dollar weakened
/strengthened against the New Zealand dollar by 1% it would increase/decrease the net asset position of the consolidated
entity by approximately $6,000/$6,000 respectively (31 December 2020: $3,000/$3,000 respectively). If the Australian dollar
weakened /strengthened against the United States dollar by 1% it would increase/decrease the net asset position of the
consolidated entity by approximately $14,000/$13,000 respectively (31 December 2020: nil). If the Australian dollar
weakened /strengthened against the Canadian dollar by 1% it would increase/decrease the net asset position of the
consolidated entity by approximately $5,400/$5,300 respectively (31 December 2020: nil).
Price risk
The consolidated entity is not exposed to any significant price risk except for investment in the Vitalhub shares which are
listed on Toronto Stock Exchange (TSXV: VHI). Refer to note 10 for more information.
Interest rate risk
The consolidated entity is not exposed to any significant interest rate risk.
As at reporting date the consolidated entity has cash at bank of $983,000 and borrowings of $5,062,000. Cash at bank as at
reporting date is held in a number of bank accounts, operated by the consolidated entity's parent entity and its subsidiaries
and its head office function. Interest on bank accounts is insignificant. The interest rates on borrowings are at fixed rates of
6.5 percent per annum on the face value of the convertible notes of $2,700,000 and 2.05 percent per annum on a loan of
$2,120,536 (equivalent to GBP1,140,000). Any feasible change in market rates is not expected to have a material impact on
the financial results of the consolidated entity. Refer to note 15 for further information on convertible notes.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
consolidated entity. The maximum exposure to credit risk at the reporting 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. The consolidated entity does not hold any collateral.
The consolidated entity has adopted a lifetime expected loss allowance in estimating expected credit losses to trade
receivables through the use of a provisions matrix using fixed rates of credit loss provisioning. These provisions are
considered representative across all customers of the consolidated entity based on recent sales experience, historical
collection rates and forward-looking information that is available.
Generally, trade receivables are written off when there is no reasonable expectation of recovery. Indicators of this include
the failure of a debtor to engage in a repayment plan, no active enforcement activity and a failure to make contractual
payments for a period greater than 1 year.
The consolidated entity has a strict code of credit, including obtaining agency credit information, confirming references and
setting appropriate credit limits. The maximum exposure to credit risk at the reporting 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. The consolidated entity does not hold any collateral.
The consolidated entity continuously monitors defaults of customers and other counterparties, identified either individually or
by group and incorporates this information into its credit risk controls. Where available at reasonable cost, external credit
ratings and/or reports on customers and other counterparties are obtained and used. The Group’s policy is to deal only with
creditworthy counterparties.
Other than trade receivables, the consolidated entity's main counterparties are major, reputable banks and government sales
tax authorities. The consolidated entity is satisfied that the risk of default on the part of these counterparties is low.
53
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 21. Financial instruments (continued)
The consolidated entity’s management considers that all of the financial assets referred to above that are not impaired or
past due at the reporting date are of good credit quality.
Liquidity risk
The consolidated entity manages liquidity risk by maintaining adequate cash reserves and available borrowing facilities by
continuously monitoring actual and forecast cash flows and matching the maturity profiles of financial assets and liabilities.
Remaining contractual maturities
The following tables detail the consolidated entity's remaining contractual maturity for its financial instrument liabilities. The
tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which
the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining
contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
Consolidated - 2021
Non-derivatives
Non-interest bearing
Trade and other payables
Accruals
Borrowings
Lease liabilities
Interest-bearing
Borrowings
Convertible notes
Total non-derivatives
Derivatives
Derivative liability
Total derivatives
Consolidated - 2020
Non-derivatives
Non-interest bearing
Trade and other payables
Accruals
Borrowings
Lease liabilities
Interest-bearing
Borrowings
Convertible notes
Total non-derivatives
Derivatives
Derivative liability
Total derivatives
Weighted
average
interest rate
%
1 year or less
$'000
Between 1
and 2 years
$'000
Between 2
and 5 years
$'000
Over 5
years
$'000
Remaining
contractual
maturities
$'000
-
-
-
-
2.05%
6.50%
-
626
407
-
150
409
2,129
3,721
69
69
-
-
744
113
1,711
-
2,568
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
626
407
744
263
2,120
2,129
6,289
69
69
Weighted
average
interest rate
%
1 year or less
$'000
Between 1
and 2 years
$'000
Between 2
and 5 years
$'000
Over 5
years
$'000
Remaining
contractual
maturities
$'000
-
-
-
-
2.05%
6.50%
-
1,277
715
-
98
88
-
2,178
1,140
1,140
-
-
743
23
212
1,733
2,711
-
-
-
-
-
-
637
-
637
-
-
-
-
-
-
124
-
124
-
-
1,277
715
743
121
1,061
1,733
5,650
1,140
1,140
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed
above.
54
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 21. Financial instruments (continued)
Fair value of financial instruments
Unless otherwise stated, the carrying amounts of financial instruments reflect their fair value.
Note 22. Fair value measurement
Fair value hierarchy
The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three
level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the
measurement date
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or
indirectly
Level 3: Unobservable inputs for the asset or liability
Consolidated - 2021
Assets
Investment in Vitalhub shares
Investment in Brainworks
Total assets
Liabilities
Derivative liability
Total liabilities
Consolidated - 2020
Assets
Total assets
Liabilities
Derivative liability
Total liabilities
Level 1
$'000
Level 2
$'000
Level 3
$'000
Total
$'000
536
-
536
Level 1
$'000
-
-
-
-
-
-
Level 2
$'000
-
-
-
-
-
-
-
-
-
-
1,369
1,369
69
69
536
1,369
1,905
69
69
Level 3
$'000
Total
$'000
-
-
-
-
1,140
1,140
1,140
1,140
There were no transfers between levels during the financial year.
Level 3 assets and liabilities
Movements in level 3 assets and liabilities during the current and previous financial year are set out below:
Consolidated
Balance at 1 January 2020
Balance at 31 December 2020
Transfers into level 3
Transfers out level 3
Gains recognised in profit or loss
Additions
Disposals
Balance at 31 December 2021
55
Investment in
Brainworks
$'000
Total
$'000
-
-
-
-
-
-
1,369
-
-
-
-
-
1,369
-
1,369
1,369
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 22. Fair value measurement (continued)
The level 3 financial assets unobservable inputs and sensitivity are as follows:
Description
Unobservable inputs
Valuation methodology Sensitivity
Unlisted shares
Acquisition cost
A 10% increase/decrease in shares would
increase/decrease the net asset position of the
consolidated entity by approximately $137k
respectively.
Retention at acquisition
cost where the
investment was within
six months of the
valuation date. The
Company assessed
that there has been no
material change in the
prospects of the
investee
Refer to note 15 for unobservable inputs and sensitivity on derivative liability.
Note 23. Key management personnel disclosures
Compensation
The aggregate compensation made to Directors and other members of key management personnel of the consolidated entity
is set out below:
Short-term employee benefits
Post-employment benefits
Share-based payments
Note 24. Remuneration of auditors
Consolidated
2021
$
2020
$
555,959
28,663
7,160
576,429
20,478
-
591,782
596,907
During the financial period the following fees were paid or payable for services provided by the auditor of the Company, and
its network firms:
Audit services
Audit or review of the financial statements
Other services
Preparation of the tax return
Audit services - network firms
Audit or review of the financial statements
56
Consolidated
2021
$
2020
$
58,500
97,000
2,500
5,000
61,000
102,000
53,562
53,031
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 25. Contingent assets
On 17 May 2021, the Group sold its on-premises Acute hospital queue management business to Canadian based medical
technology company Vitalhub Inc. £428k of consideration receivable, which was equivalent to the recurring annual revenue
attributable to such Customer Contracts multiplied by 3.1 which was invoiced but unsettled at the point-of-Sale completion,
is held in escrow and is contingent upon a future event taking place (the receipt of cash from customers). On proof of
settlement these Escrow held recurring revenue amounts will be released on request. Subsequent to sale completion, during
the period ended 31 December 2021, the company received £396k which is recognised as the sale consideration (refer to
note 7 for information). The balance of the contingent asset of £32k (2020: nil) has not been recognised as a receivable at
31 December 2021.
Note 26. Related party transactions
Parent entity
Jayex Technology Limited is the parent entity.
Subsidiaries
Interests in subsidiaries are set out in note 28.
Key management personnel
Disclosures relating to key management personnel are set out in note 23 and the remuneration report included in the
Directors' report.
Transactions with related parties
The following transactions occurred with related parties. All transactions were carried out on arm's length terms on a basis
which is no more or less favourable than if the transactions had occurred with non-related entities except for the interest free
loans disclosed in the Terms and Condition section below.
Consolidated
2021
$
2020
$
Other transactions:
Loan interest paid or payable to Covenant Holdings (WA) Pty Ltd (an entity related to
Executive Chair Michael Boyd)
Interest on convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to
Executive Chair Michael Boyd)
-
254,544
183,172
47,963
Receivable from and payable to related parties
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Current payables:
Accrued loan interest payable to Covenant Holdings (WA) Pty Ltd (an entity related to
Executive Chair Michael Boyd)
-
15,072
The payables due to related parties were payable on demand and did not bear interest.
Consolidated
2021
$
2020
$
57
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 26. Related party transactions (continued)
Loans to/from related parties
The following balances are outstanding at the reporting date in relation to loans with related parties:
Consolidated
2021
$
2020
$
Current borrowings:
Convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to Executive
Chair Michael Boyd)*
2,129,000
-
Non-current borrowings:
Loans from Covenant Holdings (WA) Pty Ltd (an entity related to Executive Chair Michael
Boyd)
Loan from Michael Boyd, Executive Chair
Convertible Notes issued to Covenant Holdings (WA) Pty Ltd (an entity related to Executive
Chair Michael Boyd)*
555,000
188,517
555,000
188,517
-
1,733,000
*
As at 31 December 2021, the convertible notes has the face value of $2,700,000 (31 December 2020: $3,000,000).
Refer to note 15 for further information on convertible notes.
Terms and conditions
Loans
The terms of the loans made by Covenant Holdings (WA) Pty Ltd to companies within the consolidated entity are as follows:
(i)
(ii)
(iii)
Loan to P2U Pty Ltd: Balance as at 31 December 2021 and 31 December 2020 - $55,000; loan is interest free,
unsecured and is repayable on 1 April 2022.
Loan to Whakaora Hou Limited: Balance as at 31 December 2021: $500,000 (31 December 2020: 500,000); loan is
interest free, unsecured and is repayable on 1 April 2022.
Loan from Michael Boyd, Executive Chair to Whakaora Hou Limited: Balance as at 31 December 2021: $188,517
(31 December 2020: $188,517) This is an interest free unsecured loan and is repayable on 1 April 2023.
Convertible notes
Convertible Notes are unsecured and issued on 13 October 2020 at an interest rate of 6.5% per annum. These are repayable
on 13 October 2022 for balance not converted into shares. Refer to note 15 for further information on convertible notes.
Note 27. Parent entity information
Set out below is the supplementary information about the parent entity.
Statement of profit or loss and other comprehensive income
Loss after income tax
Total comprehensive loss
Parent
2021
$'000
2020
$'000
(535)
(535)
(800)
(800)
58
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 27. Parent entity information (continued)
Statement of financial position
Total current assets
Total assets
Total current liabilities
Total liabilities
Equity
Issued capital
Financial asset reserve
Share-based payments reserve
Accumulated losses
Total equity
Parent
2021
$'000
2020
$'000
19
813
11,109
7,917
6,341
3,260
6,341
3,260
27,438
57
12
(22,739)
26,861
-
-
(22,204)
4,768
4,657
Guarantees entered into by the parent entity in relation to the debts of its subsidiaries
The parent entity had no guarantees in relation to the debts of its subsidiaries as at 31 December 2021 or 31 December
2020.
Contingent liabilities
With the exception of any matter referred to note 33 Contingent liabilities, the parent entity had no contingent liabilities as at
31 December 2021 or 31 December 2020.
Capital commitments - Property, plant and equipment
The parent entity had no capital commitments for property, plant and equipment as at 31 December 2021 or 31 December
2020.
Significant accounting policies
The accounting policies of the parent entity are consistent with those of the consolidated entity, as disclosed in note 2, except
for the following:
●
●
investments in subsidiaries are accounted for at cost, less any impairment, in the parent entity.
dividends received from subsidiaries are recognised as other income by the parent entity.
Note 28. Interests in subsidiaries
The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance
with the accounting policy described in note 2:
Name
Jayex Technology Limited
P2U Pty Ltd
Jayex Australia Pty Ltd
Express RX Pty Ltd
Appointuit Pty Ltd
Jayex New Zealand Limited
Whakaora Hou Limited
Principal place of business /
Country of incorporation
United Kingdom
Australia
Australia
Australia
Australia
New Zealand
New Zealand
59
Ownership interest
2020
2021
%
%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 29. Events after the reporting period
No matter or circumstance has arisen since 31 December 2021 that has significantly affected, or may significantly affect the
consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial
years.
Note 30. Reconciliation of loss after income tax to net cash used in operating activities
Loss after income tax (expense)/benefit for the year
(3,979)
(799)
Consolidated
2021
$'000
2020
$'000
Adjustments for:
Depreciation and amortisation
Net loss on disposal of property, plant and equipment
Share-based payments
Non-cash interest expense
Fair value remeasurement of derivative financial instrument
Loss on disposal of Acute business
Impairment of intangible assets
Change in operating assets and liabilities:
Decrease in trade and other receivables
Decrease in inventories
Decrease in prepayments
Increase/(decrease) in trade and other payables
Decrease in deferred tax liabilities
Increase/(decrease) in employee benefits
Increase/(decrease) in other provisions
Increase/(decrease) in deferred revenue
Net cash used in operating activities
Note 31. Earnings per share
Earnings per share for loss from continuing operations
Loss after income tax attributable to the owners of Jayex Technology Limited
702
53
12
617
(1,038)
(83)
2,514
445
94
7
(636)
(158)
6
8
179
(1,257)
854
-
-
(136)
(246)
-
-
613
6
-
145
(181)
(17)
(71)
(351)
(183)
Consolidated
2021
$'000
2020
$'000
(4,076)
(956)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
220,230,242 183,609,599
Weighted average number of ordinary shares used in calculating diluted earnings per share 220,230,242 183,609,599
Basic earnings per share
Diluted earnings per share
Cent
(1.9)
(1.9)
Cent
(0.5)
(0.5)
60
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 31. Earnings per share (continued)
Earnings per share for profit from discontinued operations
Profit after income tax attributable to the owners of Jayex Technology Limited
Consolidated
2021
$'000
2020
$'000
97
157
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
220,230,242 183,609,599
Weighted average number of ordinary shares used in calculating diluted earnings per share 220,230,242 183,609,599
Basic earnings per share
Diluted earnings per share
Earnings per share for loss
Loss after income tax attributable to the owners of Jayex Technology Limited
Cent
Cent
-
-
0.1
0.1
Consolidated
2021
$'000
2020
$'000
(3,979)
(799)
Number
Number
Weighted average number of ordinary shares used in calculating basic earnings per share
220,230,242 183,609,599
Weighted average number of ordinary shares used in calculating diluted earnings per share 220,230,242 183,609,599
Basic earnings per share
Diluted earnings per share
Cent
(1.8)
(1.8)
Cent
(0.4)
(0.4)
Number of contingent shares not included in the diluted earnings per share calculation as they are anti-dilutive: 500,000
(2020: nil).
Note 32. Share-based payments
(a) Share-based compensation
During the year no ordinary shares were issued to directors and employees as part of compensation.
(b) Employee options
A share option plan (Plan) has been established by the consolidated entity and approved by shareholders at a general
meeting, whereby the consolidated entity may, at the discretion of the Nomination and Remuneration Committee, grant
options over ordinary shares in the Company to certain employees of the consolidated entity. In accordance with the Plan
options were issued in 2016 for nil consideration and were granted in accordance with performance guidelines established
by the Nomination and Remuneration Committee. As the instruments issued in 2016 have a nil exercise price, they represent
performance rights; these are referred to as "options" in these financial statements and the accompanying directors' report.
During the year the Company has issued 750,000 unlisted options (exercisable at $0.05 expiring three from the grant date)
to the key managerial personnel and employees of the Group.
61
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Notes to the consolidated financial statements
31 December 2021
Note 32. Share-based payments (continued)
Set out below are summaries of options granted under the plan:
Outstanding at the beginning of the financial year
Granted
Forfeited
Exercised
Expired
Number of
options
2021
Weighted
average
exercise price
2021
Number of
options
2020
Weighted
average
exercise price
2020
-
750,000
(250,000)
-
-
$0.00
$0.05
$0.05
$0.00
$0.00
3,750,000
-
-
(3,750,000)
-
$0.00
$0.00
$0.00
$0.00
$0.00
Outstanding at the end of the financial year
500,000
$0.05
-
$0.00
2021
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
Exercised
Expired/
forfeited/
other
Balance at
the end of
the year
30/03/2021
04/05/2021
04/05/2021
29/03/2024
03/05/2024
03/05/2024
$0.05
$0.05
$0.05
-
-
-
-
250,000
250,000
250,000
750,000
-
-
-
-
-
-
(250,000)
(250,000)
250,000
250,000
-
500,000
Weighted average exercise price
$0.00
$0.05
$0.00
$0.05
$0.05
2020
Grant date
Expiry date
price
Exercise
Balance at
the start of
the year
Granted
30/04/2019
30/04/2022
$0.00
3,750,000
3,750,000
Exercised
-
-
(3,750,000)
(3,750,000)
Expired/
forfeited/
other
Balance at
the end of
the year
-
-
-
-
The fair value of the options issued during the year was determined at $12,187 using the Black Scholes option pricing model
using the following inputs:
Grant date
Expiry date
Share price at
grant date
Exercise price
Expected
volatility
Risk-free
Dividend yield
interest rate
Fair value at
grant date
30/03/2021
04/05/2021
29/03/2024
03/05/2024
$0.05
$0.04
$0.05
$0.05
95.00%
94.00%
-
-
0.10%
0.11%
$0.029
$0.020
Note 33. Contingent liabilities
The Group had no material contingent liabilities as at the date of this report (2020:nil).
62
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Directors' declaration
31 December 2021
In the Directors' opinion:
●
●
●
●
the attached financial statements and notes comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;
the attached financial statements and notes comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 2 to the financial statements;
the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at
31 December 2021 and of its performance for the financial year ended on that date; and
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due
and payable.
The Directors have been given the declarations required by section 295A of the Corporations Act 2001.
Signed in accordance with a resolution of Directors made pursuant to section 295(5)(a) of the Corporations Act 2001.
On behalf of the Directors
___________________________
Michael Boyd
Chairman
31 March 2022
Melbourne
63
Jayex Technology Limited
Independent auditor’s report to members
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Jayex Technology Limited (the Company) and its
controlled entities (together, the Group), which comprises the consolidated statement of
financial position as at 31 December 2021, the consolidated statement of profit or loss and
other comprehensive income, the consolidated statement of changes in equity and the
consolidated statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information, and the directors’ declaration.
In our opinion, the accompanying financial report of the Group, is in accordance with the
Corporations Act 2001, including:
(i) giving a true and fair view of the Group’s financial position as at 31 December 2021
and of its financial performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001.
Basis for Opinion
We conducted our audit in accordance with Australian Auditing Standards. Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Report section of our report. We are
independent of the Group in accordance with the auditor independence requirements of
the Corporations Act 2001 and the ethical requirements of the Accounting Professional
and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants
(including Independence Standards) (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 believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 to the financial report, which describes that for the year ended
31 December 2021 the Group incurred a loss of $3,979,000 and net cash outflows from
operating activities of $1,257,000. These conditions, along with other matters set out in
Note 2, indicate that a material uncertainty exists that may cast significant doubt on the
consolidated entity’s ability to continue as a going concern. Our opinion is not modified in
respect of this matter.
64
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial report of the current period. These matters were addressed in the context of our audit
of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going
Concern section, we have determined the matters described below to be the key audit matters to be
communicated in our report.
Impairment of intangible assets
Area of focus
As at 31 December 2021 the directors
commissioned the use of an expert to assess
impairment on a fair value less costs to sell
approach, evaluating its Jayex Technology
cash-generating unit, which is the sole cash-
generating unit holding goodwill as disclosed in
Note 13. In applying a revenue multiple
approach, the directors concluded that an
impairment charge of $1.9m (with an additional
impairment charge of $452k brought to account
as a result of the sale of the Acute business
during the year) was necessary to ensure that
the recoverable value of the cash-generating
unit was not less than the carrying value of its
assets and liabilities.
Due to the high level of judgement and
significant carrying amounts involved, we have
determined that this is a key audit matter.
Discontinued operations
Area of focus
As disclosed in Note 7 to the financial
statements, during the year, the Group
completed the sale of its on-premises Acute
hospital queue management business to
Canadian based medical technology company
Vitalhub Inc (“Vitalhub”). Under the agreement,
Vitalhub acquired the Group’s hospital contracts
in both the UK and Australia for a consideration
of £1.04 million (~$1.9 million AUD) in cash and
£0.26m (~$0.47 million) in Vitalhub shares
(TSX:VHI) (150,078 shares in total) which is
listed on the Toronto Stock Exchange.
How our audit addressed it
Our audit procedures included:
⎯ Considering and assessing management’s
determination of its cash generating units
(‘CGU’);
⎯ Assessing the appropriateness of the impairment
test methodology used;
⎯ Corroborating and substantiating the valuation
compared with the net assets of the Company;
⎯ Reviewing the movement in the value of goodwill
through the profit and loss including the portion
attributable to the sale of the Acute business;
⎯ Conducting sensitivity testing to key inputs in the
valuation model; and
⎯ Appraising the independence and competence of
the third-party specialist employed to derive the
revenue multiples used in the impairment
assessment.
We also ensured that these matters were completely and
accurately disclosed in the financial statements.
How our audit addressed it
Our audit procedures included:
⎯ Determining that the Acute business met the
definition of a discontinued operation as defined
under AASB 5;
⎯ Evaluating the terms and conditions with respect
to the business sale and its related agreements;
⎯ Evaluating the disposal date balances and
assessing the loss on disposal and associated
tax implications;
⎯ Agreeing the fair value of the Vitalhub shares to
the listed price on the Toronto Stock Exchange as
at 31 December 2021; and
65
Discontinued operations (continued)
Area of focus
How our audit addressed it
As disclosed in Note 25, a further £32k (~$60k
AUD) is receivable contingent upon the
settlement of amounts invoiced but unpaid at
transaction date.
Due to the significance of the transaction to the
Company’s financial position and performance
during the year, discontinued operations are
considered a key audit matter.
Convertible Notes
Area of focus
The Group has issued convertible notes to a
major shareholder and related party, Covenant
Holdings (WA) Pty Ltd.
As discussed in Note 15, the convertible notes
have a variable equity conversion clause, which
on conversion will entitle the noteholder to
acquire shares at a discount of 20% to the 30-
day volume weighted average traded price of
the Company’s shares, subject to a price floor of
5 cents per share.
As this conversion clause is variable in nature, it
is considered to be a financial derivative contract
and from original recognition it is separately fair
valued on the statement of financial position,
and then subsequently fair valued through the
profit or loss at each reporting date. A
decrement to the fair value of the embedded
derivative liability of $1m was recognised as a
gain to the profit or loss during the year.
The directors commissioned an external expert
to appraise the fair value of the derivative as at
initial recognition and at reporting date. That
expert employed a Monte-Carlo simulation
model.
⎯ Assessing the value of the consideration
including the likelihood of recovery of
consideration receivable and amounts disclosed
as a contingent asset.
We also ensured that these matters were completely and
accurately disclosed in the financial statements, including
the quarantining of results relating to the Acute business
as a discontinued operation in the statement of profit or
loss, including the restatement of comparatives for that
business.
How our audit addressed it
Our audit procedures included;
⎯ Understanding the terms of the convertible note
agreement, including an assessment of the
variable conversion clause as meeting the
definition of an embedded derivative under
accounting standards;
⎯ Assessing the work, independence and skill of
the external expert in calculating the value of the
embedded derivative, including the
appropriateness of the simulation model
employed in the calculation and the inputs and
assumptions used;
⎯ Ensuring the movement in the fair value of the
embedded derivative appropriately booked to the
profit or loss; and
⎯ Ensuring that the unwind interest charge was
appropriate in accreting value to the underlying
host contract as it matures.
We also ensured that these matters were completely and
accurately disclosed in the financial statements, including
the directors’ assertion in the related parties note
disclosure that the convertible note is at arms-length
terms.
66
Convertible Notes (continued)
Area of focus
How our audit addressed it
In addition to the above, at each reporting date
the Group journals an interest accrual to unwind
the discount of the underlying host contract from
its initial recognition through to its face value at
the maturity of the notes.
The directors have represented that the
convertible notes, both in the related party
transactions note and in the Remuneration
Report are at arms-length terms.
We consider accounting for convertible notes to
be a key audit matter due to the complexity and
significant judgement involved in the
determination of the fair value of the embedded
derivative.
Financial Assets through Profit & Loss
Area of focus
As disclosed in Note 10, during the year, the
Group paid $1,368,846 to acquire Standard
Preferred Stock in Brainworks Foundry Inc
which is an unlisted company registered in
Delaware, United States.
As at 31 December 2021, there has been no
change to the fair value of investment held at
cost being the issue price of USD 0.81 for a total
of 1,234,566 common preferred stock.
This investment is classified as a financial asset
carried at fair value with changes recorded in the
profit or loss.
This is a key audit matter due to complexities
around the accounting treatment for the initial
classification and subsequent valuations of the
investments. There are significant judgements
involved in the valuation of Level 3 investments
in accordance with AASB 9 Financial
Instruments and there is a risk that they have
not been valued appropriately.
How our audit addressed it
Our audit procedures included;
⎯ Reviewing and understanding the terms and
conditions of the Heads of Agreement of the
acquisition;
⎯ Agreeing the stock holding to a confirmation of
the share register of Brainworks Foundry Inc;
⎯ Evaluating the fair valuation input used in
calculating the value of the investment as at 31
December 2021;
⎯ Assessing the classification of the asset as Level
3 in the fair value hierarchy; and
⎯ Assessing available information which may
impact the value of the unlisted securities.
We also ensured that these matters were completely and
accurately disclosed in the financial statements.
67
Other Information
The directors are responsible for the other information. The other information comprises the information in
the Group’s annual report for the year ended 31 December 2021 but does not include the financial report
and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial report, or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a true
and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for
such internal control as the directors determine is necessary to enable the preparation of the financial
report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted
in accordance with the Australian Auditing Standards will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of this financial report.
A further description of our responsibilities for the audit of these financial statements is located at the
Auditing and Assurance Standards Board website at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our independent auditor’s report.
68
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 31
December 2021.
In our opinion, the Remuneration Report of Jayex Technology Limited, for the year ended 31 December
2021, complies with section 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 section 300A of the Corporations Act 2001. Our responsibility is to express an
opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing
Standards.
William Buck Audit (Vic) Pty Ltd
ABN 59 116 151 136
J. C. Luckins
Director
Melbourne, 31 March 2022
69
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Shareholder information
31 December 2021
The shareholder information set out below was applicable as at 28 March 2022.
Corporate governance
Refer to the Company's Corporate Governance statement at: http://jayexhealthcare.com.au/investor/corporate-governence/.
There is no current on-market buy-back.
Distribution of equity securities
Analysis of number of equity security holders by size of holding:
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and over
Holding less than a marketable parcel
Equity security holders
Number of
unquoted
Share
Options
Number of
holders of
ordinary
shares
-
-
-
-
-
-
-
20
34
89
246
177
566
268
Twenty largest quoted equity security holders
The names of the twenty largest security holders of quoted equity securities are listed below:
COVENANT HOLDINGS(WA)PTY LTD
VECTOR LONDON LTD
MR JOEL DAVID WEBB
BODIE INVESTMENTS PTY LTD
TWIN OAKS SUPER PTY LTD
MR JEREMY RUBEN & MRS VANESSA RUBEN
MR DEAN HENRY CLEARY
COVENANT HOLDINGS (WA) PTY LTD
RHYD-Y-FELIN PTY LTD
MR JOHN CLIVE ALLINSON
DONOVAN PRODUCTS PTY LTD
MR MUN KEE CHANG
AMG CORPORATE PTY LTD
MS PHAROTH SAN & MR KADEN SAN
MS CHUNYAN NIU
R & F MANTEL PTY LTD
SHERKANE PTY LTD
MR BRIAN PATRICK RENWICK
MR PETER HOWELLS
YAVERN CREEK HOLDINGS PTY LTD
70
Ordinary shares
% of total
Number held
103,883,880
19,003,378
5,100,000
5,000,000
5,000,000
4,338,067
4,140,000
4,000,000
3,000,000
2,900,000
2,746,916
2,651,433
2,498,180
2,372,651
2,000,000
1,700,000
1,666,667
1,660,871
1,558,243
1,428,572
shares
issued
41.68%
7.62%
2.05%
2.01%
2.01%
1.74%
1.66%
1.61%
1.20%
1.16%
1.10%
1.06%
1.00%
0.95%
0.80%
0.68%
0.67%
0.67%
0.63%
0.57%
176,648,858
70.87%
Jayex Technology Limited
(Formerly known as Jayex Healthcare Limited)
Shareholder information
31 December 2021
Unquoted equity securities
Number on
issue
Number of
holders
Employee options with an exercise price of $0.05 expiring 7 June 2024
500,000
2
The following persons hold 20% or more of unquoted equity securities:
Name
NATHAN WOODARD
RAJMINDER ATWAL
Class
Number of holders
Unquoted options
Unquoted options
250,000
250,000
Substantial holders
Substantial holders in the Company are set out below:
COVENANT HOLDINGS(WA)PTY LTD
VECTOR LONDON LTD
Ordinary shares
Number held
% of total
shares
issued
103,883,880
19,003,378
41.68%
7.62%
The information set out above regarding the names and number of shares held by substantial holders is as disclosed in
substantial holding notices given to the Company.
Voting rights
The voting rights attached to ordinary shares are set out below:
Ordinary shares
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each
share shall have one vote.
Options
Options do not have voting rights attached.
There are no other classes of equity securities.
Corporate Governance Statement
The Company’s 2021 Corporate Governance Statement has been released to ASX on this day and is available on the
Company’s website at: https://www.jayex.com/en-au/investor/corporate-governance/
Annual General Meeting
Jayex Healthcare Limited advises that its Annual General Meeting will be held on or about Thursday, 26 May 2022. The time
and other details relating to the meeting will be advised in the Notice of Meeting to be sent to all Shareholders and released
to ASX immediately upon dispatch.
The Closing date for receipt of nomination for the position of Director is Monday, 11 April 2022. Any nominations must be
received in writing no later than 5.00pm (Melbourne time) on Monday, 4 April 2022 at the Company’s Registered Office.
The Company notes that the deadline for nominations for the position of Director is separate to voting on Director elections.
Details of the Directors to be elected will be provided in the Company’s Notice of Annual General Meeting in due course.
71