Katana Capital
Annual Report 2009

Plain-text annual report

20 annual report 09 Katana Capital will combine its listed investment company structure with the proven ability of its Manager (“Katana Asset Management Ltd”) to provide investors with access to comprehensive investment techniques aimed at providing strong capital and income returns. The Company and the Manager share similar investment philosophies. The role of the Company is to assess and monitor the Manager and liaise with the Manager with respect to its Mandate as detailed in the Management Agreement. In addition, the Company will seek to identify appropriate investment opportunities for review by the Manager. Contents Welcome Letter from Chairman Investment Report Financial Statements Directors’ Report Independent Audit Declaration Income Statement Balance Sheet Statement of Changes in Equity Cash Flow Statement Notes to the Financial Statements Directors’ Declaration Auditors’ Report 01 02 04 15 17 18 19 20 21 45 46 Corporate Governance Statement 48 ASX additional information 60 Corporate Directory Katana Capital Limited ABN 56 116 054 301 Directors Dalton Gooding Peter Wallace Giuliano Sala Tenna Company Secretary Gabriel Chiappini Registered Office Level 36, Exchange Plaza 2, The Esplanade Perth, Western Australia 6000 Telephone (08) 9326 7672 (08) 9326 7676 Facsimile www.katanacapital.com.au Share Registry Computershare Investor Services Pty Ltd Level 2 45 St George’s Terrace, Perth WA 6000 Telephone (08) 9323 2000 (08) 9323 2033 Facsimile Auditor Ernst & Young The Ernst & Young Building 11 Mounts Bay Road PERTH WA 6000 ASX Code: KAT Our investment philosophy As an ‘All Opportunities’ fund, the underlying goal of the Manager is to assess the risk adjusted return of every potential opportunity identified by the Manager. The Manager’s intended approach includes selectively and modestly taking higher-risk positions, provided that the potential return exceeds the additional risk – preferably in terms of both value and time. Whilst the Manager intends to combine the best principles of value investing, fundamental and technical analysis, it does not wish to be constrained by the constructs of any one approach. The key to the long-term success of the Company is seen as the capacity of the Manager to integrate the best principles of each discipline with the extensive and varied experiences of the Manager. This is achieved by encouraging flexibility and adaptability, but within the confines of an overall framework that controls risk. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 1 Chairman’s Letter Dear Shareholder The Financial Year ended 30 June 2009 was a difficult year for financial service companies with a rolling series of crises having a major impact on the industry. The All Ordinaries Index experienced its worst investment returns in over 70 years, with the Index down by 25.97%. Financial Year 2009 was characterised by the collapse of Lehman Brothers, a severe reduction in liquidity in the global credit markets, a global decline in equity markets and the worst contraction in global GDP numbers since 1945. These events have since been referred to as the Global Financial Crisis or GFC. As these events unfolded, your Company did not escape its effects and experienced a decline in its gross investment returns of 23.57%. Although this was less of a decline than that of the All Ordinaries Index we do appreciate that many shareholders would be disappointed in the company’s performance during this time. The Company reported a Financial Year 2009 after tax loss of $7,711,901 and cash reserves of approximately $7.52m or 23.62% of the total value of the portfolio. The higher than usual cash position provides the Company with significant flexibility to take advantage of investment opportunities as they continue to present themselves in these volatile markets. The Company, via its Fund Manager Katana Asset Management, continues to have a focused long-term investment theme in the Energy and Resources Sector. Post 30 June 2009 the Company reported, via the ASX Net Tangible Asset (after tax) announcements, an NTA per share increase from $0.82 to $0.961 (unaudited) As at 30 September 2009. The Company’s cash reserves has also continued to increase to $9.07m and the unaudited net profit after tax for the first quarter of Financial Year 2010 is $5.445m. The Company continues to have complete confidence in the Fund Manager concerning the ongoing management of the investment portfolio and would like to take this opportunity to thank the Fund Manager in what has been an extremely trying time in the financial markets. On behalf of the Board of Directors I would also like to thank you for your continued support of the Company throughout this difficult year. Yours sincerely Dalton Gooding Chairman 2 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Investment Report 30 June 2009 Katana Asset Management Ltd as manager (‘Manager’) for Katana Capital Limited (‘Company’) has attached a report on the performance of the Company’s portfolio for the 12 months to June 30th 2009. Performance Summary The 2008/09 financial year was characterised by a substantial capitulation of global equity markets as a result of the global financial crisis and was followed by a partial claw back of the significant losses. The Manager was disappointed that the fund posted a negative return despite outperforming the All Ordinaries Index once again. In percentage terms, the portfolio yielded a gross investment return of -23.57% before operating expenses and tax. The Fund’s stated benchmark, the All Ordinaries index, returned -25.97% over the same period. Katana Capital Ltd listed in December 2005 and throughout the period to 30 June 2009, the Manager has outperformed the All Ordinaries index in every financial year, producing an average investment return of 7.25% pa versus -2.30% pa for the All Ordinaries index. This equates to an average out performance of 51% per annum. The Fund’s outperformance over the financial year was largely attributable to it being overweight resources, underweight financials and its avoidance of property trusts (sectors which were particularly hard hit). Although commodity prices and therefore resource stocks were materially affected, prices subsequently rebounded as investors focused once again on growth in developing countries. The Fund recorded operating earnings per share of -$0.185, and a statutory accounting loss after tax of $7,711,901 was incurred after the inclusion of net unrealised losses. The unrealised losses have no impact on the Fund’s operations except they prevented the Fund from paying a final dividend. The Manager is optimistic that the Fund will be in a position to pay dividends in the foreseeable future. As at the close of the 2009 financial year, the portfolio had cash reserves of approximately $7.52m or 23.62% of the total value of the portfolio. % Porfolio Invested Jul 08 Sep 08 Nov 08 Jan 09 Mar 09 May09 100.00% 80.00% 60.00% 40.00% 20.00% 0.00% Year Ending 2006 2007 2008 2009 Average Return 9.95% 49.03% -6.41% -23.57% 7.25% Index 6.90% 25.36% -15.49% -25.97% -2.30% Relative Out Performance to Index 44.20% 93.34% 58.62% 9.24% 51.35% 2009 Financial Year Review The All Ordinaries index declined by 25.97% in 2008/09 financial year (and by a total of 55.03% from its peak in November 2007) to its low-point in March 2009, producing the worst investment returns for over 70 years. In the midst of the down-turn and following the Lehman Brothers collapse, substantial and well-run companies were unable to externally fund their operations as banks severely curtailed lending and equity raisings evaporated. A massive deleveraging took place as investors scrambled to switch their investments to safe havens such as cash. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 3 As at the end of the financial year there were 74 companies in the portfolio. This diversification continued to assist the Manager to reduce the overall risk to the portfolio. Top 10 Current Holdings % of Total Portfolio MIN BHP GCS WPL RIO PTM BYL BFG IMF IAG ASX Code Looking forward it is difficult to become too negative after global equity markets fell by over 50% from peak to trough and investor sentiment was abysmal by any measure. However, following the very sharp run-up in stock prices combined with large dilutionary equity raisings, the Manager believes it is likely that there will be a mild correction in the short-term. The Manager is cautiously optimistic on the medium-term outlook for the Australian share market based on: • A return to global growth, albeit at a much slower pace; • An expectation that monetary policy will remain at expansionary levels for some time, providing sufficient liquidity; • Generally well capitalised Australian banks (top four Australian banks now ranked in the top 8 in the world); • A continuing belief that the commodity price cycle has Outlook longevity; The global economy appears to have avoided another Great Depression due to the massive stimulus packages and highly expansionary monetary policies adopted by world governments and central banks. China is currently experiencing robust GDP growth and the U.S. economy appears to be bottoming out. Global equity markets have rallied strongly since the lows of March 9 2009 and credit markets are now functioning at the levels witnessed before the collapse of Lehman Brothers. The stablisation of the global economy has helped put in place the first stepping stones towards the path of recovery, although the Manager believes this will be patchy as the substantial transfer of debt from the private sector to the public sector will eventually have to be repaid by taxpayers. There is also a risk that inflation could increase to elevated levels if governments over-stimulate economies in the medium-term and financial checks and balances are not put in place. The Manager believes that interest rates have bottomed in Australia and although the unemployment rate is likely to continue to trend upwards, it should peak at around 7.5% as stimulus measures such as infrastructure spending and the increase in the first home owners grant, continue to revive key areas of the Australian economy. Although business expenditure has decreased, this could be boosted if large resource projects – such as the Gorgon LNG Project – receive timely approval. Overall, this is a remarkable turnaround, given the bleak outlook just six months ago. • The Australian share market is trading well below the level prior to the Lehman Brothers’ collapse in September 2008; • Improved corporate balance sheets, with many companies now focused on growth, rather than how to roll over debt; • Vast cash holdings will eventually be reinvested in shares and other asset classes as investors seek out superior returns. The Manager remains confident that emerging economies will not only recover quicker than the debt-laden developed economies, but will also provide substantial opportunities for investors in Australia. This is reflected in the Manager’s bias towards companies which have exposure to the emerging economies. The Manager’s investment themes continue to include energy, (via thermal coal, oil, gas and uranium), funds management companies and industrial stocks that have strong cash flows, pricing power and robust business models. Brad Shallard Matthew Ward Romano Sala Tenna Investment Managers Katana Asset Management Limited (formerly Classic Capital Pty Ltd, AFSL# 288412) 4 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Directors’ Report Your directors present their report with respect to the results of Katana Capital Limited (the ‘Company’ or ‘Katana Capital’) for the year ended 30 June 2009 and the state of affairs of the Company at that date. DIRECTORS The following persons were directors of Katana Capital Limited during the whole of the financial year and up to the date of this report: Information on Directors Dalton Leslie Gooding BBus, FCA. (Non-Executive Chairman) Mr Gooding was appointed to the Board on 11 November 2005. Mr Gooding, formerly a long standing partner at Ernst & Young, is a Fellow of the Institute of Chartered Accountants in Australia. He is currently the managing partner of Gooding Pervan and advises to a wide range of businesses with particular emphasis relating to taxation and accounting issues, due diligence, feasibilities and general business advice. Mr Gooding also has a number of other directorships of companies in many different segments of business. During the past three years Mr Gooding has also served as a director of the following other listed companies: • Australian Wine Holdings Limited* • SIPA Resources Limited* • Avita Medical Limited* • Brierty Limited* • Visiomed Group Limited * denotes current directorship Peter Wallace SF Fin, FAICD, AFAIM. (Non-Executive Director) Mr Wallace was appointed to the Board on 19 September 2005. Mr Wallace has had 42 years in the Banking and Finance industry with experience gained in all aspects of debt and equity raising. Past Executive positions held include COO of a major Regional Bank as well as Chief Credit Officer and other General Management roles. Most recently as Head of Corporate Advisory for Bell Potter Securities Ltd and directed the capital raisings for several large Public companies as well as providing a variety of Corporate Advisory services to a wide range of companies, both private and publicly owned. During the past three years Mr Wallace has also served as a director of the following other listed companies: • Evans and Tate Limited • Paladio Group Limited • RuralAus Investments Limited* • Tethyan Copper Company Limited * denotes current directorship Giuliano Sala Tenna BCom, FFIN, GAICD. (Non-Executive Director) Mr Sala Tenna was appointed to the Board on 19 September 2005. Mr Sala Tenna has worked in the Finance Industry for over 12 years in various fields and is currently the Head of Institutional Sales with HFA Asset Management, an Australian based fund of hedge fund manager with over $2 billion assets under management. Mr Sala Tenna has completed a Bachelor of Commerce degree at Curtin University of Technology with a double major in Economics and Finance graduating with Distinctions, the Graduate Diploma in Financial Planning at the Financial Services Institute of Australasia, the Company Directors Course at the Australian Institute of Company Directors and is an ASX Derivatives Accredited Adviser. Mr Sala Tenna is a Member of the Golden Key National Honour Society, a Graduate Member of the Australian Institute of Company Directors and a Fellow of the Financial Services Institute of Australasia. Derek La Ferla BA B Juris LLB. (Non-Executive Director) Resigned 28 November 2008. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 5 COMPANY SECRETARY Committee membership As at the date of this report the Company had an Audit and Compliance Committee. Members acting on the Audit and Compliance Committee of the Board at the date of this report are: • Peter Wallace (Chairman of Committee) • Dalton Gooding • Giuliano Sala Tenna (i) During the financial year, the Audit Committee was merged with the Compliance Committee. Gabriel Chiappini BBus, CA Mr Chiappini has been Company Secretary since 14 November 2005. Mr Chiappini has worked in Chief Financial Officer and Company Secretarial roles in both local and international environments and also holds the position of Company Secretary with several ASX listed and unlisted companies. Mr Chiappini has experience in diverse and varied industry sectors including the following, Investment Banking (UK), Property Development & Investment (UK), Telecommunications (Australia) and Biotechnology (Australia). DIRECTORS’ MEETINGS The numbers of meetings of the Company’s Board of Directors and of each Board Committee held during the year ended 30 June 2009, and the numbers of meetings attended by each director were: A = Number of meetings attended B = Number of meetings held during the time the director held office or was a member of the committee during the year Dalton Leslie Gooding Peter Wallace Giuliano Sala Tenna Derek La Ferla (resigned on 28 November 2008) Directors’ meetings Meetings of committees (i) Audit Compliance A 7 7 7 3 B 7 7 7 3 A 2 2 2 - B 2 2 2 - A 1 1 1 - B 1 1 1 - 6 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Directors’ Report EARNINGS PER SHARE CORPORATE INFORMATION 30 June 2009 Cents 30 June 2008 Cents The Company was incorporated on 19 September 2005. During the 30 June 2007 financial year it incorporated a wholly owned subsidiary Kapital Investments (WA) Pty Ltd. (a) Basic earnings per share Loss from continuing operations attributable to the ordinary equity holders of the company (18.53) Katana Capital Limited is incorporated and domiciled in Australia. (6.64) The registered office is located at 2 The Esplanade, Perth, WA 6000, Australia. (b) Diluted earnings per share Principal activity Loss from continuing operations attributable to the ordinary equity holders of the company (18.53) The principle activity of the Company is that of an Investment Company with an ‘all opportunities’ investment strategy. (6.64) Employees The weighted average number of ordinary shares on issue used in the calculation of basic earnings per share was 41,620,466 (2008: 41,684,400). DIVIDENDS The following dividends have been paid by the Company or declared by the directors since the commencement of the financial year ended 30 June 2009: 30 June 2009 $ 30 June 2008 $ Final ordinary dividend for the year ended 30 June 2008 of 1.0 cents (2007 2.5 cents) per fully paid share paid on 20 November 2008 416,848 1,042,120 Interim ordinary dividend for the year ended 30 June 2009 of nil cents (2008 2.0 cents) per fully paid share - 833,680 416,848 1,875,800 As at 30 June 2009 the Company did not have any full time employees. OPERATING AND FINANCIAL REVIEW Company overview Katana Capital was incorporated in September 2005 with the aim of combining its listed investment structure with the proven ability of Katana Asset Management Limited (its “Fund Manager”) to provide investors with access to comprehensive investment techniques aimed at providing strong capital and income returns. The Fund Manager is disappointed with the performance of the portfolio, with an investment loss totalling approximately $11.80m. The majority of these returns were generated from the downturn in equity holdings. In percentage returns, the portfolio yielded a gross investment return of -23.57% before operating expenses and tax. This compared favourably to the Company’s stated benchmark the – All Ordinaries index – which returned -25.97% over the same period. Operating results for the year The loss before tax for the year was $11,481,608 (2008: $4,438,000 loss) and loss after tax for the year was $7,711,901 (2008: $2,766,949 loss). Operating costs for the year were kept to a minimum, with administration costs (exclusive of Fund Manager’s fee) coming in at 2.05% of funds under management (2008: 1.28%). K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 7 Investments for future performance Liquidity and funding The Manager and Company is cautiously optimistic on the medium-term outlook for the Australian share market based on: The Company foresees no need to raise additional equity and will use its remaining cash reserves to invest into the Australian equities market. • A return to global growth, albeit at a much slower pace; • An expectation that monetary policy will remain at expansionary levels for some time, providing sufficient liquidity; • Generally well capitalised Australian banks (top four Australian banks now ranked in the top 8 in the world); • The Australian share market is trading well below the level prior to the Lehman Brothers’ collapse in September 2008; Improved corporate balance sheets, with many companies now focused on growth rather than how to roll over debt; • • Vast cash holdings will eventually be reinvested in shares and other asset classes as investors seek out superior returns. The Manager and Company remains confident that emerging economies will not only recover quicker than the debt laden developed economies, but will also provide substantial opportunities for investors in Australia. This is reflected in the Manager’s and Company’s bias towards companies which have exposure to the emerging economies. The Manager’s and Company’s investment themes continue to include energy, (via thermal coal, oil, gas and uranium), funds management companies and industrial stocks that have strong cash flows, pricing power and robust business models. Capital structure There were no listed options converted into fully paid ordinary shares during the year. Cash from operations Net cash flows from operations was $1,719,047 during the year which reflects the Company’s investment from the Australian equities market. Net cash flows for the financial year ending 30 June 2010 are expected to increase subject to the Company continuing to take advantage of opportunities within the Australian equities market and the general performance of the market. Risk management The Board is responsible for overseeing the establishment and implementation of an effective risk management system and reviewing and monitoring the Company’s application of that system. Implementation of the risk management system and day- to-day management of risk is the responsibility of the Fund Manager. The Fund Manager is primarily responsible for all matters associated with risk management associated with the Equity Markets and Investment of the Company’s funds. SIGNIFICANT CHANGES IN STATE OF AFFAIRS In the opinion of the directors, there were no significant changes in the state of affairs of the consolidated entity that occurred during the year. SIGNIFICANT CHANGES AFTER BALANCE DATE A final dividend for the 30 June 2009 financial year has not been declared by the Company. The Directors note that there has been a significant correction in the markets in which the Company invests between the balance sheet date and the date of this report. Changes in the value of the Company’s investments are reflected in the Company’s Net Tangible Asset Backing per share which is reported to the Australian Securities Exchange (ASX) monthly and is available via the ASX website. The Directors are not aware of any other matter or circumstance that has arisen since 30 June 2009 that has significantly affected, or may significantly affect: (a) the Company’s operations in future financial years, or (b) the results of those operations in future financial years, or (c) the Company’s state of affairs in future financial years. 8 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Directors’ Report LIKELY DEVELOPMENTS AND EXPECTED RESULTS SHARE OPTIONS Unissued shares The global economy appears to have avoided another Great Depression due to the massive stimulus packages and highly expansionary monetary policies adopted by world governments and central banks. China is currently experiencing robust GDP growth and the U.S. economy appears to be bottoming out. Global equity markets have rallied strongly since the lows of March 9th 2009 and credit markets are now functioning at the levels witnessed before the collapse of Lehman Brothers. The stabilization of the global economy has helped put in place the first stepping stones towards the path of recovery, although the Investment Manager (“Manager” – Katana Asset Management Limited) and Company believes this will be patchy as the substantial transfer of debt from the private sector to the public sector will eventually have to be repaid by taxpayers. There is also a risk that inflation could increase to elevated levels if Governments over stimulate economies in the medium-term and financial checks and balances are not put in place. The Manager and Company believes that interest rates have bottomed in Australia and although the unemployment rate is likely to continue to trend upwards, it should peak at around 7.5% as stimulus measures such as infrastructure spending and the increase in the first home owners grant, continue to revive key areas of the Australian economy. Although business expenditure has decreased, this could be boosted if large resource project – such as the Gorgon LNG. Overall, this is a remarkable turnaround, given the bleak outlook just six months ago. Looking forward it is difficult to become too negative after global equity markets fell by over 50% from peak to trough and investor sentiment was abysmal by any measure. However, following the very sharp run up in stock prices combined with large dilutionary equity raisings, the Manager and Company believes it is likely that there will be a mild correction in the short-term. ENVIRONMENTAL REGULATION AND PERFORMANCE The principal activities of the Company are not subject to any particular or significant environmental regulations. There were 1,000,000 unlisted options as at the date of this report expiring 19 December 2009 with an exercise price of $1.10. These options were issued to the directors of the Company as approved by shareholders at the Annual General Meeting in November 2006. Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company. Shares issued on the exercise of options There were no options exercised during the financial year to acquire fully paid ordinary shares in the Company. REMUNERATION REPORT (AUDITED) This remuneration report outlines the director and executive remuneration arrangements of the Company in accordance with the requirements of the Corporations Act 2001 and its Regulations. For the purposes of this report, key management personnel (KMP) of the Company are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including any director (whether executive or otherwise) and includes the five executives in the Company and group receiving the highest remuneration. This report outlines the remuneration arrangements in place for directors of Katana Capital. Katana Capital at this early stage of its development does not employ executive directors and does not have a Managing Director or a Chief Executive Officer. The Company has outsourced the management of the investment portfolio to the Fund Manager, Katana Asset Management Ltd. Katana Asset Management Ltd reports directly to the Board and is invited to attend all Board meetings to present its investment strategy and to discuss and review the financial performance of the Company. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 9 (a) Details of Key Management Personnel Remuneration structure The following persons were directors of Katana Capital Limited during the financial year: (i) Chairman – Non-Executive Dalton Leslie Gooding (ii) Non-Executive directors Peter Wallace Derek La Ferla (resigned 28 November 2008) Giuliano Sala Tenna (b) Other key management personnel In addition to the Directors noted above, Katana Asset Management Limited (previously named Classic Capital Pty Ltd), the Fund Manager for the Group, is considered to be Key Management Personnel with the authority for the strategic direction and management of the investments of the Group. The directors of Katana Asset Management Limited are Brad Shallard and Romano Sala Tenna. Officer The company secretary is not considered to be a key management person as he does not have the authority and responsibility for planning, directing or controlling the activities of the Company and is not involved in the decision making process, with his main duties being aligned to his compliance function. Remuneration philosophy The performance of the Company depends upon the quality of its directors. To prosper, the Company must attract, motivate and retain skilled Non-Executive directors. The remuneration policy is not linked to company performance. The Company does not have a remuneration committee. The Board of Directors acts as the Remuneration Committee and is responsible for determining and reviewing compensation arrangements for the Company. The Board will assess the appropriateness of the nature and amount of emoluments of such officers on a periodic basis, by reference to relevant employment market conditions with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board. In accordance with best practice corporate governance, the structure of Non-Executive director and senior management remuneration is separate and distinct. (i) Non-Executive director remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The constitution and the ASX listing rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting. An amount not exceeding the amount determined is then divided between the directors as agreed. At present the aggregate remuneration totals $200,000 per year in respect of fees payable to non-executive directors. This amount was approved by shareholders at the annual general meeting held on the 10 November 2005. The amount of aggregate remuneration, including the issue of options sought to be approved by shareholders and the manner in which it is apportioned amongst directors, is reviewed annually. The Board considers advice from external consultants as well as the fees paid to non-executive directors of comparable companies when undertaking the annual review process. There are no performance conditions attached to the options issued as the options are considered to form part of the directors’ remuneration package and have been issued to attract and retain quality board members. The Board considers that the majority of the Company’s performance lies with the fund manager. Each director receives a fee for being a director of the Company and includes attendance at Board and Committee meetings. Any additional services provided are charged at a daily rate agreed in advance by the Chairman. The remuneration of non-executive directors for the year ended 30 June 2009 is detailed in Table 1 of this report. 1 0 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Directors’ Report (ii) Officer remuneration The company secretary is considered to be an officer of the Company, the Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain the company secretary, whilst incurring a cost which is acceptable to shareholders. The fees paid to the company secretary for normal services is based on a fixed monthly remuneration. Fees remunerated outside of the company secretary’s normal services are remunerated on an hourly basis and approved by the Board. (iii) Senior manager and executive director remuneration As previously noted the Company at present does not employ any executive directors or senior management. If the Company chooses in the future to employ executive directors the Company will review the remuneration packages. Employment contracts As noted above the Company does not currently employ any executive directors or senior management, it does however have an agreement in place with Katana Asset Management Ltd to provide the Company with investment management services. Compensation by other Key Management Personnel No amount is paid by the Group directly to the Directors of Katana Asset Management Limited. Consequently, no compensation as defined in AASB 124 ‘Related Party Disclosures’ is paid by the Group to the Directors of Katana Asset Management Limited as Key Management Personnel. Compensation is paid to the Fund Manager in the form of fees and the significant of the agreement and the amount of compensation is disclosed below. The Company has entered into the Management Agreement with the Fund Manager with respect to the management of the Portfolio. The main provisions of the Management Agreement are summarised below. The Management Agreement is for an initial period of 10 years from its commencement date (Initial Term) unless earlier terminated in accordance with its terms. The commencement date (Commencement Date) is the date on which the company listed on the Australian Stock Exchange 23 December 2005. The Management Agreement will renew for a further period of 10 years on expiry of the Initial Term if the following conditions are satisfied: (1) the Shareholders of the Company approve such renewal by ordinary resolution; (2) the Fund Manager is not in breach of the Management Agreement; and (3) the Fund Manager has not in the reasonable opinion of the Board materially breached the management Agreement during the Initial Term. The Fund Manager may terminate the Management Agreement at any time by providing a written notice at least three months prior to termination, if: (1) at any time during the term: (a) the Company fails to make payment of the remuneration in accordance with the Management Agreement and the failure continues for 21 days from the delivery of a written notice by the Fund Manager to the Company requesting payment; (b) the Company enters into liquidation (except voluntary liquidation for the purpose of reconstruction); (c) the Company is guilty of any gross default, breach, non observance or non performance of any of the terms of and conditions contained in the Management Agreement; or (d) a receiver or receiver and manager is appointed to the whole or part of the undertakings of the Company; and (2) such notice is given not less than two years after the commencement of the Initial Term. The Company may immediately terminate the Management Agreement if: (1) the Fund Manager or any of its directors or servants are found guilty of grave misconduct in relation to the affairs of the Company; (2) the Fund Manager’s AFSL is suspended or cancelled at any time for any reason; K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 1 1 (3) the Fund Manager commits a fundamental default or breach of its obligations under the Management Agreement or is in breach of any conditions of its AFSL and such default or breach is not remedied within 30 days after the Company has notified the Fund Manager in writing to remedy that default or breach; (4) the Fund Manager enters into liquidation (except voluntary liquidation for the purpose of reconstruction); (5) a receiver or receiver and manager is appointed to the whole or part of the undertaking of the Fund manager; (6) a change in control of the Fund manager occurs without the Fund Manager obtaining at least 30 days prior written consent from the Company; (7) the Fund Manager is guilty of any gross default, breach, non observance or non performance of any of the terms and conditions contained in the Management Agreement; (8) the Fund Manager fails to remedy a breach of the Management Agreement within the time period reasonably specified in a notice from the Company requiring it to do so; (9) the Fund Manager persistently fails to ensure that investments made on behalf of the Company are consistent with the investment strategy applicable to the Company at the time the relevant investment is made; or (10) the Fund Manager is not lawfully able to continue to provide services to the Company pursuant to the terms of the Management Agreement. The Company may, by written notice to the Fund Manager at any time within six months after the end of any five year period during the term, terminate the Management Agreement if Shareholders pass an ordinary resolution to terminate and the average Portfolio return for the five 12 month periods comprising the relevant five year period is less than the average percentage increase in the ASX All Ordinaries Index for those five 12 month periods. The Board on a regular basis reviews the Management Agreement and Mandate to ensure compliance with the terms of the agreement. Management and performance fees (1) Management fee The Fund Manager receives a monthly management fee equal to 0.104167% of the Portfolio value calculated at the end of each month. The fee for 2009 was $395,395 (2008: $652,461). The Directors and shareholders of Katana Asset Management Ltd are also shareholders in Katana Capital Limited. (2) Performance fee Performance fee to be paid in respect of each performance calculation period of 18.5% of the amount by which the Fund Manager outperforms the ASX All Ordinaries during the calculation period (calculated annually for the 12 month period ending 30 June). The fee for 2009 was $nil (2008: $nil). Company performance The profit/(loss) after tax for the group from the date of incorporation (19 September 2005) is as follows: Profit/(loss) after tax expense ($7,711,901) ($2,766,949) $7,510,531 $1,060,378 2009 2008 2007 19 Sept 05 to 30 June 06 1 2 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Directors’ Report Directors’ Report Table 1: Directors’ and officers’ (including 5 highest paid executives) remuneration for the year ended 30 June 2009 2009 Short-term employee benefits Post- employment benefits Long- term benefits Share-based payments Salary and fees $ Other $ Cash STI $ Super annuation $ Termination benefits $ Options $ Total $ % of remuneration which is performance based % 70,000 40,000 16,667 40,000 166,667 64,031 230,698 - - - - - - - - - - - - - - 6,930 3,600 1,500 3,600 15,630 - 15,630 - - - - - - - - - - - - - - 76,930 43,600 18,167 43,600 182,297 64,031 246,328 - - - - - - - Name Non-executive directors Dalton Leslie Gooding Peter Wallace Derek La Ferla* Giuliano Sala Tenna Subtotal non-executive directors Other key management personnel (Group) Gabriel Chiappini Total key management personnel Compensation (Group) * Mr Derek La Ferla resigned on 28 November 2008 2008 Short-term benefits Post- employment benefits Long- term benefits Share-based payments Salary and fees $ Other $ Cash STI $ Super annuation $ Termination benefits $ Options $ Total $ % of remuneration which is performance based % 71,499 37,500 37,500 37,500 183,999 86,166 270,165 - - - - - - - - - - - - - - 5,850 3,375 3,375 3,375 15,975 - 15,975 - - - - - - - - - - - - - - 77,349 40,875 40,875 40,875 199,974 86,166 286,140 - - - - - - - Name Non-executive directors Dalton Leslie Gooding Peter Wallace Derek La Ferla Giuliano Sala Tenna Subtotal non-executive directors Other key management personnel (Group) Gabriel Chiappini Total key management personnel compensation K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 1 3 Options There were 1,000,000 options issued to directors as part of their remuneration package as approved by shareholders at the Annual General Meeting held in November 2006. As at the date of this report, the interest of the directors in the shares and options of the Company were: Name % remuneration consisting of options Number of ordinary shares Number of options over ordinary shares* 2009 2008 Directors of Katana Capital Limited Dalton Leslie Gooding Peter Wallace Derek La Ferla (resigned on 28 November 2008) 100,000 300,000 250,000 250,000 100,000 250,000 Giuliano Sala Tenna 100,000 250,000 - - - - - - - - * Options were issued in December 2006 following approval at the shareholders Annual General Meeting held on 30 November 2006. The options are unlisted and have an exercise price of $1.10 and expire on 19 December 2009. Options were fully vested when issued. No options were exercised during the year. The Company does not have a policy that prohibits Directors and Executives from entering into arrangements to protect the value of unvested options. This includes entering into contracts to hedge their exposure to options or shares granted as part of their remuneration package. End of Remuneration Report 1 4 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Directors’ Report INDEMNIFICATION OF DIRECTORS AND OFFICERS The total amount of insurance contract premiums paid was $39,600 (2008: $39,760). This amount has not been included in Directors and Executives remuneration. AUDITOR INDEPENDENCE AND NON- AUDIT SERVICES The Directors have obtained an independence declaration from the Company’s auditors Ernst & Young as presented on page 15 of this Annual Report. NON-AUDIT SERVICES Ernst & Young did not receive any amounts for the provision of non audit services. Signed for an on behalf of the Directors in accordance with a resolution of the Board. Dalton Gooding Chairman 22 September 2009 Perth, Western Australia K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 1 5 Auditor’s Independence Declaration Ernst & Young Building 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 www.ey.com/au Auditor’s Independence Declaration to the Directors of Katana Capital Limited In relation to our audit of the financial report of Katana Capital Limited for the financial year ended 30 June 2009, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct. Ernst & Young C B Pavlovich Partner Perth 22 September 2009 CP:MB:KATANA:039 13 Liability limited by a scheme approved under Professional Standards Legislation 1 6 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Financial Statements - 30 June 2009 Financial Report Income Statements Balance Sheet Statements of Changes in Equity Cash Flow Statements Directors’ Declaration Independent Auditor’s Report to the Members 17 18 19 20 45 46 K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 1 7 Income Statement for the year ended 30 June 2009 Notes Year ended Consolidated 30 June 2008 $ 1,251,718 415,168 1,666,886 30 June 2009 $ 1,158,598 173,118 1,331,716 Year ended Parent 30 June 2008 $ 1,214,193 401,823 1,616,016 30 June 2009 $ 1,158,598 169,125 1,327,723 3 (11,801,269) (4,912,211) (11,801,269) (4,181,844) (395,395) (83,029) (188,666) (344,965) - - (652,461) (115,930) (242,392) (180,718) - (1,174) (395,395) (83,029) (188,666) (344,965) - - (652,461) (112,748) (242,392) (180,718) (414,778) (1,174) (12,813,324) (6,104,886) (12,813,324) (5,786,115) Investment income Dividends Interest Total investment income Expenses Investment loss Fund manager’s fees Legal and professional Directors’ fees and expenses Administration expenses Impairment of intercompany receivable Interest expense Total expenses Loss before income tax Income tax benefit Loss from continuing operations (11,481,608) (4,438,000) (11,485,601) 4 3,769,707 1,671,051 3,769,747 (7,711,901) (2,766,949) (7,715,854) (4,170,099) 1,601,684 (2,568,415) Loss for the year attributable to members of Katana Capital Limited (7,711,901) (2,766,949) (7,715,854) (2,568,415) Cents Cents Loss per share attributable to the ordinary equity holders of the company: Loss per share Diluted Loss per share 22 22 (18.53) (18.53) (6.64) (6.64) The above income statements should be read in conjunction with the accompanying notes. 1 8 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Balance Sheet as at 30 June 2009 ASSETS Current assets Cash and cash equivalents Trade and other receivables Investments – held for trading Current tax receivables Other assets Total current assets Non-current assets Investments Receivables Deferred tax assets Total non-current assets Total assets LIABILITIES Current liabilities Trade and other payables Financial liabilities Dividends payable Total current liabilities Non-current liabilities Deferred tax liability Total non-current liabilities Total liabilities Net assets EQUITY Issued capital Option premium reserve Retained earnings/(accumulated loss) Total equity Consolidated Notes 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ Parent 30 June 2008 $ 5 6 7 8 11 9 10 12 13 14 15 16 16 7,073,483 5,851,873 7,073,483 5,604,607 777,191 282,582 777,191 282,582 24,051,056 38,627,420 24,051,056 38,627,420 30,567 61,591 78,620 42,127 30,567 61,591 78,620 42,127 31,993,888 44,882,622 31,993,888 44,635,356 - - 2,683,755 2,683,755 - - - - 120 - 2,683,673 2,683,793 120 251,259 - 251,379 34,677,643 44,882,622 34,677,681 44,886,735 440,356 1,404,243 440,356 1,404,243 54,200 3,316 - 6,869 54,200 3,316 - 6,869 497,872 1,411,112 497,872 1,411,112 - - 1,085,954 1,085,954 - - 1,086,076 1,086,076 497,872 2,497,066 497,872 2,497,188 34,179,771 42,385,556 34,179,809 42,389,547 40,081,234 40,158,270 40,081,234 40,158,270 101,100 101,100 101,100 101,100 (6,002,563) 2,126,186 (6,002,525) 2,130,177 34,179,771 42,385,556 34,179,809 42,389,547 The above balance sheets should be read in conjunction with the accompanying notes. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 1 9 Statement of changes in equity for the year ended 30 June 2009 CONSOLIDATED Balance at 1 July 2007 Profit/(loss) for year Total recognised income and expense for the half-year Dividends provided for or paid Balance at 30 June 2008 26 CONSOLIDATED Balance at 1 July 2008 Profit/(loss) for year Total recognised income and expense for the year Buy-back of shares Dividends provided for or paid Balance at 30 June 2009 PARENT Balance at 1 July 2007 Profit/(loss) for year Total recognised income and expense for the year Dividends provided for or paid Balance at 30 June 2008 26 Issued capital Option premium reserve Retained earnings Notes $ $ $ Total $ 40,158,270 101,100 6,768,935 47,028,305 - - - - - - (2,766,949) (2,766,949) (2,766,949) (2,766,949) (1,875,800) (1,875,800) 40,158,270 101,100 2,126,186 42,385,556 40,158,270 101,100 2,126,186 42,385,556 - - 15 26 (77,036) - - - - - (7,711,901) (7,711,901) (7,711,901) (7,711,901) - (416,848) (77,036) (416,848) 40,081,234 101,100 (6,002,563) 34,179,771 40,158,270 101,100 6,574,392 46,833,762 - - - - - - (2,568,415) (2,568,415) (2,568,415) (2,568,415) (1,875,800) (1,875,800) 40,158,270 101,100 2,130,177 42,389,547 PARENT Balance at 1 July 2008 Option issued Profit/(loss) for year Total recognised income and expense for the year Buy-back of shares Dividends provided for or paid Balance at 30 June 2009 40,158,270 101,100 2,130,177 42,389,547 - - - 15 26 (77,036) - - - - - - - - (7,715,854) (7,715,854) (7,715,854) (7,715,854) - (416,848) (77,036) (416,848) 40,081,234 101,100 (6,002,525) 34,179,809 The above statements of changes in equity should be read in conjunction with the accompanying notes. 2 0 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Cashflow Statement for the year ended 30 June 2009 Year ended Consolidated 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ Notes Year ended Parent 30 June 2008 $ Cash flows from operating activities Proceeds on sale of financial assets 37,762,881 24,387,886 37,762,881 24,387,886 Payments for purchases of financial assets (36,458,449) (28,577,244) (36,207,190) (28,558,239) Payments to suppliers and employees (1,048,933) (2,297,452) (1,300,192) (2,480,631) Interest received Dividends received Other revenue Interest paid Tax paid/(refund) Net cash (outflow) inflow from operating activities Cash flows from investing activities Cash flows from financing activities Dividends paid Payments for shares bought back Repayment of borrowings from subsidiary Net cash inflow (outflow) from financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the financial year 171,851 415,168 167,858 401,823 1,238,382 1,242,943 1,238,382 1,205,418 24,727 - 24,727 - - (1,174) - (1,174) 28,588 (569,211) 28,588 (555,082) 19 1,719,047 (5,399,084) 1,715,054 (5,599,999) (420,401) (1,989,135) (420,401) (1,989,135) (77,036) - - - (77,036) 251,259 - - (497,437) (1,989,135) (246,178) (1,989,135) 1,221,610 (7,388,219) 1,468,876 (7,589,134) 5,851,873 13,240,092 5,604,607 13,193,741 Cash and cash equivalents at 5 7,073,483 5,851,873 7,073,483 5,604,607 end of year The above cash flow statements should be read in conjunction with the accompanying notes. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 2 1 Notes to the Financial Statements 30 June 2009 1 Corporate Information The financial report of Katana Capital Limited (“the Company”) for the year ended 30 June 2009 was authorised for issue in accordance with a resolution of the directors on 22 September 2009. The Company was incorporated on 19 September 2005. In July 2006 it incorporated a wholly owned subsidiary – Kapital Investments (WA) Pty Ltd. Katana Capital Limited is a company limited by shares, incorporated and domiciled in Australia and whose shares are publicly traded on the Australian Stock Exchange. The nature of the operations and principle activities are described in the Directors’ Report. 2 Summary of Significant Accounting Policies (a) Basis of preparation The financial report is a general purpose financial report, which has been prepared in accordance with the requirements of the Corporations Act 2001, Australian Accounting Standards and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report has also been prepared on a historical cost basis except for the investments held for trading and derivative financial instruments, which have been measured at fair value. The principal accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for Katana Capital Limited as an individual entity and the consolidated entity consisting of Katana Capital Limited and its subsidiaries. The financial report is presented in Australian dollars. (b) Statement of compliance The financial report complies with Australian Accounting Standards and International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. A number of Australian Accounting Standards and Interpretations have been issued or amended but are not yet effective. These have not been adopted by the Group for the annual reporting period ending 30 June 2009. The impact of these new or amended Accounting Standards whilst not expected to give rise to material changes in the Group’s financial statements, are yet to be assessed. (c) Principles of consolidation The consolidated financial statements incorporate the assets and liabilities of the subsidiary of Katana Capital Limited as at 30 June 2009 and the results of the subsidiary for the year then ended. Katana Capital Limited and its subsidiary together are referred to in this financial report as the “Company” or the consolidated entity. The subsidiary is the entity (including a special purpose entity) over which the Company has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. The subsidiary is fully consolidated from the date on which control is transferred to the Company. It is de-consolidated from the date that control ceases. The financial statements of the subsidiary are prepared for the same reporting period as the parent company using consistent accounting policies. 2 2 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 2 Summary of Significant Accounting Policies (continued) (d) Investments and other financial assets Financial assets are classified as either financial assets held for trading, loans and receivables, held to maturity investments or available for sale investments, as appropriate. When financial assets are initially recognised they are recorded at fair value, plus in the case of investments not held for trading, directly attributable transaction costs. The Fund Manager determines the classification of its financial assets after initial recognition and when allowed and appropriate, re-evaluates this designation at each financial year end. Financial assets held for trading (i) After initial recognition investments which are classified as held for trading are measured at fair value, gains and losses on these investments are recognised in the profit and loss. For financial assets that are actively traded in organised financial markets, fair value is determined by reference to Stock Exchange quoted market bid prices at the close of business on the balance sheet date. For financial assets where there is no quoted market price, fair value is determined by reference to the current market value of another instrument which is substantially the same or is calculated based on the expected cash flows of the underlying net asset base of the financial assets. The fair value of options is determined using an appropriate option pricing model. Purchases and sales of financial assets that require delivery of assets within the time frame generally established by regulation or convention in the market place are recognised on the trade date i.e. the date that the Company commits to purchase the asset. (ii) Loans and receivables Loans and receivables are non derivative financial assets with fixed and determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any discount or premium on acquisition. For financial assets carried at amortised cost, gains and losses are recognised in the income statement when the financial assets are derecognised or impaired, as well as through the amortisation process. (iii) Derecognition of financial assets A financial asset (or where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when: • • • the rights to receive cash flows from the asset have expired; the company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party lender under a “pass-through” arrangement; or the company has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. (e) Revenue recognition The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. Interest income (i) Interest income is recognised on an accruals basis using the effective interest method, which is the rate that exactly discounts estimated future cash flows through the expected life of the financial instrument to the net carrying amount of the financial instrument. Interest on cash on deposit is recognised in accordance with the terms and conditions that apply to the deposit. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 2 3 (ii) Dividends Dividends are recognised as revenue when the right to receive payment is established. (f ) Income tax The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in controlled entities where the parent entity is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity. (g) Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity of three months or less. For the purposes of the Cash Flow Statement, cash and cash equivalents includes deposits held at call with banks or financial institutions. (h) Trade and other receivables Receivables may include amounts for dividends, interest and securities sold where settlement has not yet occurred. Receivables are recognised and carried at the original invoice amount and interest accrues (using the effective interest rate method, which is the rate that discounts estimated future cash receipts through the effective life of the financial instrument) to the net carrying amount of the financial asset. Amounts are generally received within 30 days of being recorded as receivables. Collectability of trade receivables is reviewed on an ongoing basis at an operating unit level. Individual debts that are known to be uncollectible are written off when identified. An impairment provision is recognised when there is objective evidence that the Group will not be able to collect the receivable. Financial difficulties of the debtor, default payments or debts more than 60 days overdue are considered objective evidence of impairment. The amount of the impairment loss is the receivable carrying amount compared to the present value of estimated future cash flows, discounted at the original effective interest rate. (i) Trade and other payables Liabilities for creditors and other amounts are carried at amortised cost, which is the fair value of the consideration to be paid in the future for goods and services received, whether or not billed to the Company. Payables include outstanding settlements on the purchase of investments and distributions payable. The carrying period is dictated by market conditions and is generally less than 30 days. 2 4 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 2 Summary of Significant Accounting Policies (continued) Interest bearing loans and borrowings (j) All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the liabilities are derecognised. (k) Goods and Services Tax (GST) Incomes, expenses and assets, with the exception of receivables and payables, are recognised net of the amount of GST, to the extent that GST is recoverable from the Australian Tax Office (ATO). Where GST is not recoverable it is recognised as part of the cost of the asset or as part of the expense item as applicable. Reduced input tax credits (RITC) recoverable by the Company from the ATO are recognised as receivables in the Balance Sheet. Cash flows are included in the cash flow statement on a gross basis and the GST component of the cash flows arising from investing and financing activities, which is recoverable from or payable to the taxation authority are classified as operating cash flows. (l) Earnings per share Basic earnings per share (EPS) is calculated as net profit attributable to shareholders divided by the weighted average number of units. Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for: • • costs of servicing equity (other than dividends) and preference share dividends; the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been recognised as expenses; and • other non-discretionary changes in revenues or expenses during the period that would result from the dilution of potential ordinary shares; • divided by the weighted average number of ordinary shares and dilutive potential ordinary shares, adjusted for any bonus element. (m) Significant accounting judgements, estimates and assumptions The determination of fair value of unlisted securities requires the application of a discounted cashflow valuation model. A discounted cashflow model requires that certain judgements and assumptions are made, including an estimate for the discount rate applied and an estimation of future uncertain cashflows. The Company determines the fair value of unlisted options using the Black-Scholes formula, taking into account the terms and conditions upon which the instruments were granted. The Black-Scholes formula requires the estimation of certain assumptions including the volatility of the underlying shares and an estimation as to the anticipated date at which the option will be exercised. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 2 5 2 Summary of Significant Accounting Policies (continued) (n) Derivative financial instruments The Company uses derivative financial instruments such as exchanged traded options to manage its risks associated with share price fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value. Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to net profit or loss for the year. Exchange traded options The Company writes and then trades Exchange Traded Options (‘ETO’s’), the Company’s policy for managing its risk for ETO’s is to ensure it only writes ETO’s against shares that it physically holds. ETO’s are governed by the Australian Stock Exchange (“ASX”) and are traded on the ASX. ETO’s are recognised as liabilities at fair value. Any gains or losses arising from changes in the fair value of ETO’s, are taken directly to net profit or loss for the year. (o) Contributed equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. (p) Pension benefits Defined contribution plan Contributions to superannuation funds are charged to the income statement when due. 3 Investment income/(loss) Realised gains/(losses) on investments held for trading Unrealised gains/(losses) on investments held for trading Changes in fair value of options Foreign exchange gains (net) Other income Year ended Consolidated 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ Year ended Parent 30 June 2008 $ (5,110,432) 7,157,716 (5,110,432) 7,888,083 (7,131,860) (12,250,427) (7,131,860) (12,250,427) 416,395 (99) 24,727 114,532 416,395 114,532 - 65,968 (99) 24,727 - 65,968 (11,801,269) (4,912,211) (11,801,269) (4,181,844) 2 6 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 4 Income Tax Expense Year ended Consolidated Year ended Parent 30 June 2009 30 June 2008 30 June 2009 30 June 2008 $ - $ - $ - $ - (3,769,707) (1,671,051) (3,769,747) (1,601,684) (3,769,707) (1,671,051) (3,769,747) (1,601,684) (a) Income tax expense/(benefit) Current tax expense/(benefit) Deferred tax Deferred income tax/(benefit) expense included in income tax expense comprises: (Decrease)/increase in deferred tax assets (note 10) 2,691,772 (634,334) 2,691,812 Decrease/(increase) in deferred tax liabilities (note 14) 1,077,935 (1,036,638) 1,077,935 Other - (79) - (634,374) (967,230) (80) 3,769,707 (1,671,051) 3,769,747 (1,601,684) Year ended Consolidated Year ended Parent 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ 30 June 2008 $ (b) Numerical reconciliation of income tax expense to prima facie tax payable Loss from continuing operations before income tax expense (11,481,608) (4,438,000) (11,485,601) (4,170,099) Tax at the Australian tax rate of 30% (2008 – 30%) (3,444,482) (1,331,400) (3,445,680) (1,251,030) Tax effect of amounts which are not deductible/ (taxable) in calculating taxable income: Non-deductible expenses Franking credits Franking rebate Other Under provision from prior year Income tax expense/(benefit) 325 1,082 325 139,522 146,994 139,522 1,082 141,170 (465,072) (486,648) (465,072) (470,567) - - (1,079) - 1,158 (22,339) - - (3,769,707) (1,671,051) (3,769,747) (1,601,684) K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 2 7 (c) Tax consolidation legislation Katana Capital Limited and its wholly owned Australian controlled entities implemented the tax consolidation legislation from 1 July 2007. (i) Members of the tax consolidated Group and the tax sharing arrangement Katana Capital Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated Group from 1 July 2007. Katana Capital Limited is the head entity of the tax consolidated Group. Members of the Group have entered into a tax sharing agreement that provides for the allocation of income tax liabilities between the entities should the head entity default on its tax payment obligations. No amounts have been recognised in the financial statements in respect of this agreement on the basis that the possibility of default is remote. (ii) Tax effect accounting by members of the tax consolidated Group Tax expense/income, deferred tax liabilities and deferred tax assets arising from temporary differences are recognised in the separate financial statements of the members of the tax consolidated Group using the Group allocation method. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and tax credits of the members of the tax consolidated Group are recognised by Katana Capital Limited, the head entity of the tax consolidated Group. Members of the tax consolidated Group has entered into a tax funding agreement. Amounts are recognised as payable to or receivable by the Company and each member of the consolidated Group in relation to tax contribution amounts paid or payable between the parent entity and other members of the tax consolidated group in accordance with this agreement. Where the tax contribution amount recognised by each member of the tax consolidated Group for a particular period is different to the aggregate of the current tax liability or asset and any deferred tax asset arising from unused tax losses and tax credits in respect of that period, the distribution is recognised as a contribution from (or distribution to) equity participants. 5 Current assets – Cash and Cash Equivalents Bank balances Deposits at call At Consolidated 30 June 2008 $ 30 June 2008 $ 30 June 2009 $ At Parent 30 June 2008 $ 6,976,849 5,851,873 6,976,849 5,604,607 96,634 - 96,634 - 7,073,483 5,851,873 7,073,483 5,604,607 6 Current Assets – Trade and Other Current Receivables At Consolidated 30 June 2009 $ 761,108 1,267 14,816 30 June 2008 $ 30 June 2009 $ 187,982 761,108 - 94,600 1,267 14,816 777,191 282,582 777,191 At Parent 30 June 2008 $ 187,982 - 94,600 282,582 Unsettled trades – listed equities Interest receivable Dividend receivable There are no receivables past due or impaired. 2 8 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 7 Current Assets – Investments At Consolidated 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ At Parent 30 June 2008 $ Listed equities – classified or held for trading 24,051,056 38,627,420 24,051,056 38,627,420 24,051,056 38,627,420 24,051,056 38,627,420 Held for trading investments consist of investments in ordinary shares and therefore have no fixed maturity date or coupon rate. Fair value is determined by reference to Stock Exchange quoted market bid prices at the close of business at the balance sheet date. Other current investments have been measured at cost. 8 Current Assets – Other Current Assets Prepayments – insurance GST recoverable At Consolidated 30 June 2009 $ 14,300 47,291 61,591 30 June 2008 $ 14,300 27,827 42,127 30 June 2009 $ 14,300 47,291 61,591 9 Non-current Assets – Non-current Receivables At Consolidated 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ At Parent 30 June 2008 $ 14,300 27,827 42,127 At Parent 30 June 2008 $ Receivable from wholly owned subsidiary Receivable Impairment allowance - - - - - - 414,778 666,037 (414,778) (414,778) - 251,259 The loan is non-interest bearing and has no fixed maturity date or repayments. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 2 9 10 Non-current Assets – Deferred Tax Assets The balance comprises temporary differences attributable to: Tax losses Other Share issue costs Options Provisions Other At Consolidated 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ At Parent 30 June 2008 $ 3,387,592 688,319 3,387,592 688,319 35,836 1,426 38,119 67 71,630 - 11,250 67 35,754 1,426 38,119 67 71,508 - 11,250 67 Total deferred tax assets 3,463,040 771,266 3,462,958 771,144 Set off of deferred tax liabilities pursuant to set off provisions (note 14) Net deferred tax assets Movements – Consolidated At 1 July 2007 (Charged)/credited to the income statement At 30 June 2008 At 30 June 2008 (Charged)/credited to the income statement At 30 June 2009 Movements – Parent entity At 1 July 2007 (Charged)/credited to the income statement At 30 June 2008 At 30 June 2008 (Charged)/credited to the income statement At 30 June 2009 (779,285) (771,266) (779,285) (771,144) 2,683,755 - 2,683,673 - Tax losses $ Share issue costs $ - 688,319 688,319 688,319 2,699,273 3,387,592 107,262 (35,632) 71,630 71,630 (35,794) 35,836 Tax losses $ Share issue costs $ - 688,319 688,319 688,319 2,699,273 3,387,592 107,262 (35,754) 71,508 71,508 (35,754) 35,754 Other $ 29,670 (18,353) 11,317 11,317 28,295 39,612 Other $ 29,508 (18,191) 11,317 11,317 28,295 39,612 Total $ 136,932 634,334 771,266 771,266 2,691,774 3,463,040 Total $ 136,770 634,374 771,144 771,144 2,691,814 3,462,958 The deferred tax asset is being carried forward as an asset due to the company’s view that the tax asset will be utilised as global stock exchanges correct themselves, global economic activity increases and the company realises profits. 3 0 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 11 Non-current Assets – Investments Investment in controlled entity at cost At Parent 30 June 2009 $ 120 120 30 June 2008 $ 120 120 The investment in the controlled entity is for 100% of the issued capital of Kapital Investments (WA) Pty Ltd. 12 Current Liabilities – Trade and Other Payables At Consolidated 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ At Parent 30 June 2008 $ Unsettled trades – listed equities 275,638 1,202,648 275,638 1,202,648 Accrual – Fund Manager’s management fee 103,468 144,186 103,468 144,186 Trade creditors Employee pay as you go tax instalments Custody fees payable 33,552 5,280 22,418 49,489 7,920 - 33,552 5,280 22,418 49,489 7,920 - 440,356 1,404,243 440,356 1,404,243 13 Current Liabilities – Financial Liabilities Exchange traded options-held for trading at fair value* At Consolidated 30 June 2009 $ 54,200 54,200 30 June 2008 $ - - 30 June 2009 $ 54,200 54,200 At Parent 30 June 2008 $ - - * The Company writes and then trades Exchange Traded Options (ETO’s), the company’s policy for managing its Risk for ETO’s is to ensure it only writes ETO’s against shares that it physically holds. ETO’s are governed by the Australian Stock Exchange (ASX) and are traded on the ASX. The ETO’s had an average expiry date of 30 July 2009. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 3 1 14 Non-current Liabilities – Deferred Tax Liabilities At Consolidated 30 June 2009 $ 30 June 2008 $ 30 June 2009 $ At Parent 30 June 2008 $ 774,460 1,828,840 774,460 1,828,840 4,445 380 28,380 - 4,445 380 779,285 1,857,220 779,285 28,380 - 1,857,220 (771,144) 1,086,076 The balance comprises temporary differences attributable to: Deferred tax liabilities Investments Dividends receivable Other Total deferred tax liabilities Set off of deferred tax liabilities pursuant to set off provisions (779,285) (771,266) (779,285) Net deferred tax liabilities - 1,085,954 - Movements – Consolidated At 1 July 2007 Charged/(credited) to the income statement At 30 June 2008 At 30 June 2008 Charged/(credited) to the income statement At 30 June 2009 Movements – Parent At 1 July 2007 Charged/(credited) to the income statement At 30 June 2008 At 30 June 2008 Charged/(credited) to the income statement At 30 June 2009 Investments $ 2,853,012 Other $ 40,846 Total $ 2,893,858 (1,024,172) (12,466) (1,036,638) 1,828,840 1,828,840 28,380 28,380 1,857,220 1,857,220 (1,054,380) (23,555) (1,077,935) 774,460 4,825 779,285 Investments $ 2,783,604 (954,764) 1,828,840 Other $ 40,846 (12,466) 28,380 Total $ 2,824,450 (967,230) 1,857,220 1,828,840 28,380 1,857,220 (1,054,380) (23,555) (1,077,935) 774,460 4,825 779,285 3 2 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 15 Issued Capital Ordinary shares Fully paid (a) Movements in ordinary share capital: Date 1 July 2007 30 June 2008 1 July 2008 Details Opening balance Balance Opening balance Buy back of shares At At Parent entity Parent entity 30 June 2009 Shares 30 June 2008 Shares 30 June 2009 Shares 30 June 2008 Shares 41,494,313 41,684,800 40,081,234 40,158,270 Number of shares $ 41,684,800 40,158,270 41,684,800 40,158,270 41,684,800 40,158,270 (190,487) (77,036) 41,494,313 40,081,234 30 June 2009 Balance Fully paid ordinary shares carry one vote per share and carry the right to dividends. During the period from December 2008 to February 2009, 190,487 shares were bought back on market and were subsequently cancelled. The shares were acquired at an average price of $0.4044 with the price ranging from $0.35 to $0.425 per share. (b) Movements in options: Date Details 1 July 2008 30 June 2009 Opening balance Balance 30 June 2009 30 June 2008 Number of options Number of options 1,000,000 1,000,000 1,000,000 1,000,000 Option holders do not have any right, by virtue of the option, to participate in any share issue of the Company. (c) Capital management When managing capital, management’s objective is to ensure the entity continues as a going concern as well as to maintain optimal returns to shareholders and benefits for other stakeholders. Management also aims to maintain a capital structure that ensures the lowest cost of capital available to the entity. Management is constantly adjusting the capital structure to take advantage of favourable costs of capital or high returns on assets. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 3 3 16 Reserves and Retained Profits Option premium reserve Retained profits/(accumulated losses) Movements in retained profits/(losses) were as follows: At Consolidated 30 June 2009 $ 101,100 30 June 2008 $ 101,100 30 June 2009 $ 101,100 At Consolidated 30 June 2009 $ 30 June 2008 $ Opening retained earnings Net (loss) after tax attributable to members of the Company Dividends paid 2,126,186 (7,711,901) (416,848) 6,768,935 (2,766,949) (1,875,800) 30 June 2009 $ 2,130,177 (7,715,854) (416,848) At Parent 30 June 2008 $ 101,100 At Parent 30 June 2008 $ 6,574,392 (2,568,415) (1,875,800) Balance 30 June (6,002,563) 2,126,186 (6,002,525) 2,130,177 17 Key Management Personnel Disclosures (a) Key management personnel compensation Short-term employee benefits Post-employment benefits Management fee to Fund Manager Year ended Consolidated Year ended Parent 30 June 2009 $ 166,667 15,630 395,395 577,692 30 June 2008 $ 183,999 15,975 652,461 852,435 30 June 2009 $ 166,667 15,630 395,395 577,692 30 June 2008 $ 183,999 15,975 652,461 852,435 3 4 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 (b) Equity instrument disclosures relating to key management personnel (i) Option holdings 2009 Name Directors of Katana Capital Limited Dalton Leslie Gooding Peter Wallace Derek La Ferla (resigned on 28 November 2008) Giuliano Sala Tenna Other key management personnel of the Group Brad Shallard Romano Sala Tenna 2008 Name Directors of Katana Capital Limited Dalton Leslie Gooding Peter Wallace Derek La Ferla Giuliano Sala Tenna Other key management personnel of the Group Brad Shallard Romano Sala Tenna (ii) Share holdings Balance at start of the year Granted as compensation Exercised Other changes Balance at end of the year Vested and exercisable Unvested 250,000 250,000 250,000 250,000 - - - - - - - - - - - - - - - - - - - - 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 - - - - - - - - - - Balance at start of the year Granted as compensation Exercised Other changes Balance at end of the year Vested and exercisable Unvested 250,000 250,000 250,000 250,000 - - - - - - - - - - - - - - - - - - - - 250,000 250,000 250,000 250,000 250,000 250,000 250,000 250,000 - - - - - - - - - - The numbers of shares in the Company held during the financial year by each director of Katana Capital Limited and other key management personnel of the Group, including their personally related parties, are set out below. All equity transactions with key management personnel, other than those arising from the exercise of remuneration options, have been entered into under terms and conditions no more favourable that those the Group would have adopted if dealing at arm’s length. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 3 5 Received during the year on Balance at the start of the year the exercises Other changes of options during the year Balance at the end of the year 100,000 300,000 100,000 100,000 2,040,125 2,267,870 - - - - - - - - - - 100,000 300,000 100,000 100,000 - - 2,040,125 2,267,870 Received during the year on Balance at the start of the year the exercises Other changes of options during the year Balance at the end of the year 2009 Name Directors of Katana Capital Limited Ordinary shares Dalton Leslie Gooding Peter Wallace Derek La Ferla (resigned 28 November 2008) Giuliano Sala Tenna Other key management personnel of the Group Ordinary shares Brad Shallard Romano Sala Tenna 2008 Name Directors of Katana Capital Limited Ordinary shares Dalton Leslie Gooding Peter Wallace Derek La Ferla Giuliano Sala Tenna Other key management personnel of the Group Ordinary shares Brad Shallard Romano Sala Tenna 100,000 300,000 100,000 100,000 580,000 980,000 - - - - - - - - - - 100,000 300,000 100,000 100,000 1,460,125 1,287,870 2,040,125 2,267,870 Opening balance adjustment made to reflect holdings as at 1 July 2008 (c) Other transactions and balances with key management personnel There were no transactions or balances with key management personnel other than those disclosed in the remuneration report of the Director’s Report. 3 6 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 18 Related Party Transactions (a) Directors The names of persons who were Directors of the Katana Capital Limited at any time during the financial year and up to the date of this report are as follows: Mr Dalton Gooding, Mr Derek La Ferla, Mr Giuliano Sala Tenna and Mr Peter Wallace. (b) Related party transactions Transactions between the Parent Company and related parties noted above during the year are outlined below: (i) Dalton Gooding is a partner of Gooding Pervan Chartered Accounting firm and as part of providing taxation advisory services, Gooding Pervan received $31,250 (2008: $18,492) for tax services provided. All related party transactions are made in arms length transactions on normal commercial terms and conditions. Outstanding balances at period end are unsecured and settlement occurs in cash. Wholly owned group transactions Loans from Katana Capital Limited to its wholly owned subsidiary are repayable on demand, unsecured and interest free, though are not expected to be repaid within the next 12 months. Loan balance to subsidiary at 30 June 2009 is $nil (2008: $251,259). 19 Reconciliation of Profit/(Loss) After Income Tax to Net Cash Inflow from Operating Activities Profit/(loss) for the year Impairment of intercompany Other non cash items (Gains)/losses recognised on measurement to fair value of held for trading investments Change in operating assets and liabilities Year ended Consolidated 30 June 2009 $ (7,711,901) - - 30 June2008 30 June 2009 $ (7,715,854) - - $ (2,766,949) - (53,895) Year ended Parent 30 June 2008 $ (2,568,415) 414,778 (53,895) 7,131,860 12,250,427 7,131,860 12,250,427 (Increase)/decrease in trade and other receivables (Increase)/decrease in financial assets held for trading (Increase)/decrease in other assets (Decrease)/increase in trade and other payables (Decrease)/increase in current tax liabilities (Decrease)/increase in deferred tax liabilities (514,073) 7,498,704 - (963,887) 48,053 (3,769,709) 106,259 (12,794,513) - 79,574 (549,015) (1,670,972) (514,073) 7,498,704 - (963,887) 48,053 (3,769,749) (80,104) (13,505,873) - 79,574 (534,887) (1,601,604) Net cash (outflow) inflow from operating activities 1,719,047 (5,399,084) 1,715,054 (5,599,999) K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 3 7 20 Financial Risk Management The Company’s activities expose it to a variety of financial risks: market risk (including price risk and interest rate risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on ensuring compliance with the Company’s Investment Mandate and seeks to maximise the returns derived for the level of risk to which the Company is exposed. The Company uses derivative financial instruments to alter certain risk exposures. Financial risk management is carried out by the Investment Manager under policies approved by the Board of Directors (the Board). The Company uses different methods to measure different types of risk to which it is exposed. These methods include sensitivity analysis in the case of interest rate, foreign exchange and other price risks and ratings analysis for credit risk. Mandate The Fund Manager must manage the Portfolio in accordance with guidelines for management set out in the Mandate, which may be amended by written agreement between the Company and the Fund Manager from time to time. The Mandate provides that the Portfolio will be managed with the following investment objectives: • • to achieve a pre-tax and pre-expense return which outperforms the ASX All Ordinaries Index; and the preservation of capital invested. The Mandate permits the Fund Manager to undertake investments in: (1) listed securities; (2) rights to subscribe for or convert to listed securities (whether or not such rights are tradeable on a securities exchange); (3) any securities which the Fund Manager reasonably expects will be quoted on the ASX within a 24 month period from the date of investment; (4) listed securities for the purpose of short selling; (5) warrants or options to purchase any investment and warrants or options to sell any investment; (6) discount or purchase of bills of exchange, promissory notes or other negotiable instruments accepted, drawn or endorsed by any bank or by the Commonwealth of Australia, any State or Territory of Australia, or by any corporation of at least an investment grade credit rating granted by a recognised credit rating agency in Australia; (7) deposits with any bank or corporation declared to be an authorised dealer in the short-term money market; (8) debentures, unsecured notes, loan stock, bonds, promissory notes, certificates of deposit, interest bearing accounts, certificates of indebtedness issued by any bank or by the Commonwealth of Australia, any State or Territory of Australia, or any Australian government authority, or a corporation of at least an investment grade credit rating granted by a recognised credit rating agency in Australia; (9) units or other interest in cash management trusts; (10) underwriting or sub underwriting of securities as and where permitted by relevant laws and regulations and the Fund Manager’s AFSL; and (11) any other investment, or investment of a particular kind, approved by the Company in writing as and where permitted by the Fund manager’s AFSL. The Mandate specifies the following risk control features: The Portfolio may comprise securities in up to 80 companies from time to time. • no investment may represent more than 10.0% of the issued securities of a company at the time of investment. • total cumulative gearing on the Portfolio may not exceed 50% of the total value of the net tangible assets of the Company after tax. the Fund Manager will adhere to the parameters on a per stock basis as set out in the table on page 38 unless the prior approval of the Board is received to do otherwise. • 3 8 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 Portfolio composition and management The aim of the Fund Manager is to build for the Company a portfolio of 20 to 60 companies, with an emphasis towards holding a larger number of smaller positions. Under the current Mandate, the Company’s Portfolio may vary from between 0 to 80 securities, depending upon investment opportunities and prevailing market conditions. The Fund Manager may construct a Portfolio comprising of any combination of cash, investment and debt, subject to the gearing limits in the Mandate. Under the Mandate, total cumulative gearing on the Portfolio may not exceed 50% of the total value of the net tangible assets of the Company after tax. The capacity to short sell securities, as well as employ debt, is designed to ensure the Fund Manager has flexibility to implement an absolute return strategy. It should also be noted that, despite the focus on emerging and green chip companies, in periods of overly negative market or stock sentiment, the best investment opportunities on a risk return basis are often found in the ASX S&P Index Top 20 and ASX S&P Index Top 100 stocks by market capitalisation. Often the larger stocks rebound first, hence providing not just safer returns, but quicker returns. Under the current Mandate, the following parameters will apply to individual investments unless the prior approval of the Directors is received to do otherwise: Size of company Minimum investment per security Indicative investment per security Maximum investment per security As a percentage of total portfolio ASX S&P Top 20 ASX S&P Top 100/Cash Hybrids ASX S&P Top 500 Outside of ASX S&P Top 500/Other Instruments 1% 1% No minimum No minimum 5% 3% 2% 1% 12.5% 10% 7.5% 5% Asset allocation The Fund Manager’s allocation of the Portfolio will be weighted in accordance with various macroeconomic factors. These factors will invariably impact the medium and long-term Performance of the Company. These factors include: • global economy; • Australian economy and positioning within the economic cycle; • sectors within the Australian market; • phase of the interest rate cycle; and • state of the property market (eg comparative investment merit). The Fund Manager may form views on the factors outlined above, and may re weight the Portfolio accordingly. Market risk (a) (i) Price risk The Company is exposed to equity securities and derivative securities price risk. This arises from investments held by the Company for which prices in the future are uncertain. Where non-monetary financial instruments are denominated in currencies other than the Australian dollar, the price in the future will also fluctuate because of changes in foreign exchange rates. Paragraph (ii) below sets out how this component of price risk is managed and measured. They are classified on the balance sheet as held for trading. All securities investments present a risk of loss of capital. Except for equities sold short, the maximum risk resulting from financial instruments is determined by the fair value of the financial instruments. Possible losses from equities sold short can be unlimited. The Investment Manager mitigates this price risk through diversification and a careful selection of securities and other financial instruments within specified limits set by the Board. The mandate specifies that following risk control features: K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 3 9 The Portfolio may comprise securities in up to 80 companies from time to time: • no investment may represent more than 10.0% of the issued securities of a company at the time of investment • total cumulative gearing on the Portfolio may not exceed 50% of the total value of the net tangible assets of the Company after tax the Fund Manager will adhere to the parameters on a per stock basis as set out in the table below unless the prior approval of the Board is received to do otherwise. • The aim of the Fund Manager is to build for the Company a portfolio of 20 to 60 companies, with an emphasis towards holding a larger number of smaller positions. Under the current Mandate, the Company’s Portfolio may vary from between 0 to 80 securities, depending upon investment opportunities and prevailing market conditions. The Fund Manager may construct a Portfolio comprising of any combination of cash, investment and debt, subject to the gearing limits in the Mandate. Under the Mandate, total cumulative gearing on the Portfolio may not exceed 50% of the total value of the net tangible assets of the Company after tax. The capacity to short sell securities, as well as employ debt, is designed to ensure the Fund Manager has flexibility to implement an absolute return strategy. It should also be noted that, despite the focus on emerging and green chip companies, in periods of overly negative market or stock sentiment, the best investment opportunities on a risk return basis are often found in the ASX S&P Index Top 20 and ASX S&P Index Top 100 stocks by market capitalisation. Often the larger stocks rebound first, hence providing not just safer returns, but quicker returns. The table on page 40 summarises the impact of an increase/decrease in the Australian Securities Exchange All Ordinaries Index on the Company’s net assets attributable to shareholders at 30 June 2009. The analysis is based on the assumptions that the index increased/decreased by 10% (2008 – 10%) with all other variables held constant and that the fair value of the Company’s portfolio of equity securities and derivatives moved according to the historical correlation with the index. The impact mainly arises from the possible change in the fair value of listed equities, unlisted unit trusts and equity derivatives. (ii) Foreign exchange risk The Company does not hold any monetary and non monetary assets denominated in currencies other than the Australian dollar. (iii) Interest rate risk The Company’s interest bearing financial assets expose it to risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. The risk is measured using sensitivity analysis. Compliance with the Company’s policy is reported to the Board on a monthly basis. The Company may also enter into derivatives financial instruments to mitigate the risk of future interest rate changes. 4 0 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 The table below summarises the Company’s exposure to financial assets/liabilities at the balance sheet date. Weighted Average Year ended Consolidated Year ended Parent Interest 30 June Rate (% pa) 2009 30 June 2008 30 June 2009 30 June 2008 Financial Assets Cash and short-term deposits – floating Current receivables Due from brokers – for securities sold Financial assets held for trading Non-current receivables Financial Liabilities Payables Due to brokers – payable for securities purchased Financial liabilities held for trading 3.62% 7,073,484 5,851,873 7,073,484 5,604,607 -% -% -% -% -% -% -% 16,803 761,108 94,600 187,982 16,803 761,108 94,600 187,982 24,051,056 38,627,420 24,051,056 38,627,420 - - - 251,259 31,902,451 w44,761,875 31,902,451 44,765,868 164,718 275,638 201,595 1,202,648 164,718 201,595 275,638 1,202,648 54,200 - 54,200 - 494,556 1,404,243 494,556 1,404,243 (b) Summarised sensitivity analysis The table below summarises the impact of an increase/decrease of interest rates on the Company’s operating profit and net assets attributable to shareholders through changes in fair value or changes in future cash flows. The analysis is based on the assumption that interest rates changed by +/ -50 basis points (2008: +/ -50 basis points) from the year end rates with all other variables held constant. The impact mainly arises from changes in the fair value of fixed interest securities. The following table summarises the sensitivity of the Company’s operating profit and equity to interest rate risk and price risk. The reasonably possible movements in the risk variables have been determined based on management’s best estimate, having regard to a number of factors, including historical levels of changes in interest rates and historical correlation of the Company’s investments with the relevant benchmark and market volatility. However, actual movements in the risk variables may be greater or less than anticipated due to a number of factors, including unusually large market shocks resulting from changes in the performance of the economies, markets and securities in which the Company invests. As a result, historic variations in risk variables are not a definitive indicator of future variations in the risk variables. 30 June 2009 30 June 2008 Impact on Operating Profit/Equity (2,405,106) (3,862,742) 2,405,106 3,862,742 (24,016) (36,955) 24,016 36,955 Price Risk Interest Rate Risk +50bps -50bps +10% -10% K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 4 1 (c) Credit risk Credit risk primarily arises from investments in debt securities and from trading derivative products. Other credit risk arises from cash and cash equivalents, deposits with banks and other financial institutions and amounts due from brokers. None of these assets are impaired nor past due but not impaired As at 30 June 2009 the Company does not hold any debt securities. The Company does trade in Exchange Traded Options. The Investment Manager has established limits such that, at any time, such that options are not traded without holding the physical security in the portfolio and contracts are with counterparties included in the Board’s Approved Counterparties list. As at 30 June 2009 the Company held three Exchange Traded Options. Compliance with the Company’s policy is reported to the Board on a monthly basis. The maximum exposure to credit risk at the reporting date is the carrying amount of the financial assets. The majority of cash assets are held with one bank. (d) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with financial instruments. Cash flow interest rate risk is the risk that future cash flows on a financial instrument will fluctuate because of changes in the market interest rates. To control liquidity and cash flow interest rate risk, the Company invests in financial instruments which under normal market conditions are readily convertible to cash. In addition the Company invests within the Mandate guidelines to ensure that there is no concentration of risk. The Company does not hold derivatives. Financial liabilities of the Company comprise trade and other payables, distributions payable to shareholders. Trade and other payables have no contractual maturities but are typically settled within 30 days. (e) Fair value estimation The carrying amounts of financial instruments recorded in the financial statements represent their fair value determined in accordance with the accounting policies recorded in note 2. • Fair value in an active market The fair value of financial instruments traded in active markets is based on their quoted market prices at balance sheet date without any deduction for estimated future selling costs. Financial assets are priced at current bid prices, while financial liabilities are priced at current asking prices. 21 Segment Information Business segments The Company operates solely in the financial investment industry. Geographical segments The Company operates from one geographic location, being Australia, from where its investing activities are managed. 4 2 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 22 Earnings Per Share (a) Basic earnings per share Loss from continuing operations attributable to the ordinary equity holders of the company (b) Diluted earnings per share Loss from continuing operations attributable to the ordinary equity holders of the company (c) Reconciliations of earnings used in calculating earnings per share Basic earnings per share Loss from continuing operations Year ended Consolidated 30 June 2008 Cents 30 June 2009 Cents (18.53) (6.64) (18.53) (6.64) Year ended Consolidated 30 June 2008 $ 30 June 2009 $ (7,711,901) (2,766,949) Loss attributable to the ordinary equity holders of the company used in calculating basic earnings per share (7,711,901) (2,766,949) Diluted earnings per share Loss attributable to the ordinary equity holders of the company used in calculating diluted earnings per share (d) Weighted average number of shares used as the denominator (7,711,901) (2,766,949) Year ended Consolidated 30 June 2008 Number 30 June 2009 Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 41,620,466 41,684,440 Adjustments for calculation of diluted earnings per share: Options - - Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 41,620,466 41,684,440 K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 4 3 Basic earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period. Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The options outstanding at 30 June 2009, as disclosed in Note 15 are not dilutive for the year ended 30 June 2009. The weighted average number of converted and lapsed potential ordinary shares included in diluted earnings per share calculation is nil for the year ended 30 June 2009 (2009: nil). 23 Commitments and Contingencies There are no contingent liabilities or contingent assets as at 30 June 2009 (2008: nil). Katana Capital Limited has entered into a 10 year Management Agreement with the Fund Manager, Katana Asset Management Ltd. Under the terms of the contract the Fund Manager the Manager is obliged to manage the investment portfolio on behalf of Katana Capital Limited. A management fee is payable to the manager as follows: • the Fund Manager will receive a monthly management fee equal to 0.104167% of the portfolio value calculated at the end of the month • performance fee to be paid in respect of each performance calculation period of 18.5% of the amount by which the Fund Manager outperforms the ASX All Ordinaries during the calculation period (calculated annually for the 12 month period ending 30 June). 24 Events Occurring After the Balance Sheet Date A final dividend for the 30 June 2009 financial year has not been declared by the Company. The Directors note that there has been a significant correction in the markets in which the Company invests between the balance sheet date and the date of this report. Changes in the value of the Company’s investments are reflected in the Company’s Net Tangible Asset Backing per share which is reported to the Australian Securities Exchange (ASX) monthly and is variable via the ASX website. 25 Remuneration of Auditors (a) Audit services Ernst & Young Australia Audit and review of financial reports Total remuneration for audit services (b) Non-audit services Other services Other services Total remuneration for non-audit services Year ended Consolidated 30 June 2008 $ 30 June 2009 $ Year ended Parent 30 June 2008 $ 30 June 2009 $ 45,500 45,500 45,500 45,500 45,500 45,500 45,500 45,500 - - - - - - - - 45,500 45,500 45,500 45,500 4 4 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Notes to the Financial Statements 30 June 2009 26 Dividends Final dividend for the year ended 30 June 2008 of 1.0 cents (2007 – 2.5 cents) per fully paid share paid on 20 November 2008 (2007 – 8 November 2007) Fully franked (2007 – 37% franked) based on tax paid @ 30% – 1 cents (2007 – 2 cents interim & 2 cents special) per share Interim dividend for the year ended 30 June 2009 of NIL cents (2008 2 cents) per fully paid share (2008 – paid 30 April 2008) NIL franked (2008– fully franked) based on tax paid @ 30% – NIL cents (2008 – 2 cents interim) per share Total dividends provided for or paid Dividends paid in cash or satisfied by the issue of shares under the dividend reinvestment plan during the years ended 30 June 2009 and 2008 were as follows: Paid in cash Year ended Consolidated Year ended Parent 30 June 30 June 2009 $ 2008 $ 416,848 1,042,120 - 833,680 416,848 1,875,800 416,848 416,848 1,875,800 1,875,800 Year ended 30 June 30 June 30 June 2009 $ 2008 $ 2009 $ Parent 30 June 2008 $ Franking credits available for subsequent financial years based on a tax rate of 30% (2008: 30%) 487,495 249,124 487,495 249,124 The above amounts represent the balance of the franking account as at the end of the financial year, adjusted for: (a) franking credits that will arise from the payment of the amount of the current tax liability; (b) franking debits that will arise from the payment of dividends recognised as a liability at the reporting date; (c) franking credits that will arise from the receipt of dividends recognised as receivables at the reporting date; and (d) franking credits that may be prevented from being distributed in subsequent financial years. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 4 5 Directors’ Declaration In the Directors’ opinion: (a) the financial statements and notes of the consolidated entity set out on pages 17 to 46 are in accordance with the Corporations Act 2001, including: (i) complying with Accounting Standards, Corporations Regulations 2001and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the Company’s and consolidated entity’s financial position as at 30 June 2009 and of their performance for the financial year ended on that date; and (b) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable; and (c) The financial statements are in accordance with the provisions of the Company’s Constitution. The directors have been given the declarations by the fund manager’s required by section 295A of the Corporations Act 2001. This declaration is made in accordance with a resolution of the directors. On behalf of the Board Katana Capital Limited Dalton Gooding Chairman 22 September 2009 Perth, Western Australia 4 6 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Auditor’s Report Ernst & Young Building 11 Mounts Bay Road Perth WA 6000 Australia GPO Box M939 Perth WA 6843 Tel: +61 8 9429 2222 Fax: +61 8 9429 2436 www.ey.com/au Independent auditor’s report to the members of Katana Capital Limited Report on the Financial Report We have audited the accompanying financial report of Katana Capital Limited, which comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration of the consolidated entity comprising the company and the entities it controlled at the year’s end or from time to time during the financial year. Directors’ Responsibility for the Financial Report The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with the Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 2, the directors also state that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards as issued by the International Accounting Standards Board. Auditor’s Responsibility Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, we consider internal controls relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Independence In conducting our audit we have met the independence requirements of the Corporations Act 2001. We have given to the directors of the company a written Auditor’s Independence Declaration, a copy of which is included in the directors’ report. CP:MB:KATANA:038 45 Liability limited by a scheme approved under Professional Standards Legislation K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 4 7 Auditor’s Report Auditor’s Opinion In our opinion: 1. the financial report of Katana Capital Limited is in accordance with the Corporations Act 2001, including: i ii giving a true and fair view of the financial position of Katana Capital Limited and the consolidated entity at 30 June 2009 and of their performance for the year ended on that date; and complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001. 2. the financial report also complies with International Financial Reporting Standards as issued by the International Accounting Standards Board. Report on the Remuneration Report We have audited the Remuneration Report included in pages 6 to 12 of the directors’ report for the year ended 30 June 2009. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. Auditor’s Opinion In our opinion the Remuneration Report of Katana Capital Limited for the year ended 30 June 2009 complies with section 300A of the Corporations Act 2001. Ernst & Young C B Pavlovich Partner Perth 22 September 2009 CP:MB:KATANA:038 46 4 8 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Corporate Governance Statement The Board of Directors of Katana Capital Limited (Katana) is responsible for the corporate governance of the consolidated entity. The Board guides and monitors the business and affairs of Katana on behalf of the shareholders by whom they are elected and to whom they are accountable. In accordance with the ASX Corporate Governance Council’s corporate governance guidelines contained in Corporate Governance Principles and Recommendations (Second Edition Corporate Governance Guidelines), the Katana Corporate Governance Statement contains certain specific information and discloses the extent to which the Company has followed the guidelines during the period. Where a recommendation has not been followed it is disclosed together with reasons for the departure. The Katana Corporate Governance Statement is structured with reference to the Second Edition Corporate Governance Guidelines, which are as follows: Principle 1 Lay solid foundations for management and oversight Principle 2 Structure the board to add value Principle 3 Promote ethical and responsible decision making Principle 4 Safeguard integrity in financial reporting Principle 5 Make timely and balances disclosure Principle 6 Respect the rights of shareholders Principle 7 Recognise and manage risk Principle 8 Remunerate fairly and responsibly For further information on corporate governance policies adopted by Katana, refer to our websitewww.katanacapital.com.au K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 4 9 Principle Corporate Governance best practice recommendation Compliance 1.1 Establish and disclose the functions reserved to the Board and those delegated to senior executives The Board has a Corporate Governance Statement which outlines the role and duties of the Board.  The Company considers that the primary responsibility of the Board is to oversee the Company’s business activities and management for the benefit of the shareholders by: (a) supervising the Company’s framework of control and accountability systems to enable risk to be assessed and managed which includes but is not limited to the points noted below: (b) ensuring the Company is properly managed by: (i) setting and communicating clear objectives; (ii) appointing and removing the Managing Director of the Company; (iii) ratifying the appointment and, where appropriate, the removal of the Chief Financial Officer and the Company secretary; (v) input into and final approval of management’s development of corporate strategy and performance objectives; (iv) reviewing and ratifying systems of risk management and internal compliance and control, codes of conduct, and legal compliance; (vi) monitoring senior management’s performance and implementation of strategy, and ensuring appropriate resources are available; (c) approving and monitoring the progress of major capital expenditure, capital management, and acquisitions and divestitures; (d) approval of the annual budget; (e) monitoring the financial performance of the Company; (f) approving and monitoring financial and other reporting; (g) overall corporate governance of the Company, including conducting regular reviews of the balance of responsibilities within the Company to ensure division of functions remain appropriate to the needs of the Company; (h) liaising with the Company’s external auditors either directly or via the Audit Committee as appropriate; and (i) monitoring, and ensuring compliance with, all of the Company’s legal obligations, in particular those obligations relating to the environment, native title, cultural heritage and occupational health and safety. Katana does not employ a Chief Executive Officer or Managing Director, but instead has a Fund Manager that is responsible for the Investment Risk Management and management of the equity Portfolio. The Fund Manager is responsible for running the affairs of the Company under delegated authority from the Board and to implement the policies and strategy set by the Board. In carrying out their responsibilities the Fund Manager must report to the Board in a timely manner and ensure all reports to the Board present a true and fair view of the Company’s financial condition and operational results. Matters which are not covered by the delegations require Board approval. The Corporate Governance Statement is available on the Company’s website in the Corporate Governance section. 5 0 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Corporate Governance Statement Principle Corporate Governance best practice recommendation Compliance How we comply 1.2 Disclose the process for evaluating the performance of senior executives 1.3 1.3.1 1.3.2 Provide the following information in the annual report: An explanation of any departure from recommendations 1.1, 1.2 and 1.3 Whether a performance evaluation for senior executives has taken place in the reporting period and whether it was in accordance with the process disclosed. 2.1 A majority of the Board should be independent directors 2.2 The chairperson should be an independent director 2.3 The roles of chairperson and chief executive officer should not be exercised by the same individual      There are no senior executives in the Company, however the board reviews the performance of the Fund Manager in accordance with the Mandate. Refer to Annual Report for Katana’s mandate with the Fund Manager. Not applicable. Refer 1.2, performance of the Fund Manager is reviewed by the board in accordance with the Fund Manager’s Mandate. The majority of the Board is independent where an independent director is a non-executive director who meets the criteria for independence included in the ASX Best Practice Recommendations. The company currently has two out three of its directors classified as independent directors. The Chairman, Mr Gooding as noted above in 2.1 does not meet the Governance Council’s independence criteria, however the board believes that Mr Gooding will at all times act independently and discharge his duties for the benefit of all shareholders. Mr Gooding is not strictly independent as noted above due to him being a Partner of Chartered Accounting firm Gooding Pervan, which from time to time provides professional tax advice as required on a commercial basis, for further information refer to the related party note in the accounts. This is not considered to be a material transaction for Mr Gooding. As noted in 1.1 & 1.2 above Katana does not employ a Chief Executive Officer but instead has a Mandate with the Fund Manager which covers some of the functions a traditional Chief Executive Officer would ordinarily perform. The Chairman, Mr Dalton Gooding, facilitates the relationship between the Board and the Fund Manager. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 5 1 Principle Corporate Governance best practice recommendation Compliance How we comply 2.4 The Board should establish a nomination committee 2.5 The process for evaluating the performance of the Board, its committees and individual directors should be disclosed. 2.6 2.6.1 2.6.2 2.6.3 2.6.4 Provide the following information in the annual report: The skills, expertise and experience relevant to the position of director held by each director in office at the date of the annual report The names of the directors considered by the Board to be independent directors and the Company’s materially thresholds A statement as to whether there is a procedure agreed by the Board of directors to take independent professional advice at the expense of the Company The Board should state its reasons if it considers a director to be independent notwithstanding that the director does not meet the definition of independence contained in the ASX Guidelines      The Board does not have a Nomination Committee. The duties of such committee have been considered and adopted by the full Board. The Company does not have a documented procedure for the selection and appointment of directors. The Board informally reviews the skill set of and market expectations for its directors on a regular basis and considers these factors when appointing/re-electing directors. The Board invites persons with relevant industry experience and financial experience to assist it in its appointment of directors. The Company does not have a documented procedure for the evaluating the performance of the Board, its committees and directors. An evaluation of the performance of the Board and its directors is undertaken informally each year. The Chairman of the Board is the driver of this process. This year the Chairman conducted interviews with each director. The evaluation of the performance of the Board’s various committees is undertaken on an exception basis. This is also an informal process which is driven by the Chairman of the Board. Provided in the Annual Report. Provided in the Annual Report. Individual directors have the right in connection with their duties and responsibilities as directors to seek independent professional advice at the Company’s expense. The engagement of an outside adviser is subject to prior approval of the Chairman and this will not be withheld unnecessarily. If appropriate, any advice so received will be made available to all Board members.  Refer 2.2. 5 2 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Corporate Governance Statement Principle Corporate Governance best practice recommendation Compliance How we comply Provided in the Annual Report. Provided in the Annual Report. An evaluation of the Board, its committees and directors was undertaken and was in accordance with the process disclosed at 2.5. Refer to comments at 2.1 and 2.2.    2.6.5 2.6.6 2.6.7 2.6.8 The period of office held by each director in office at the date of the annual report The names of members of the nomination committee and their attendance at meetings of the committee Whether a performance evaluation for the Board, its committees and directors has taken place in the reporting period and whether it was in accordance with the process disclosed An explanation of any departure from recommendations 2.1, 2.2, 2.3, 2.4 and 2.5 The following material should be made publicly available, ideally on the Company’s website in a clearly marked corporate governance section: (a) a description of the procedure  for the selection and appointment of new directors to the Board Refer 2.4 – The Board informally reviews the skill set of and market expectations for its directors on a regular basis and considers these factors when appointing/re-electing directors. The Board invites persons with relevant industry experience and financial experience to assist it in its appointment of directors. (b) the charter of the nomination  Refer 2.4 committee or a summary of the role, rights, responsibilities and membership requirements for the committee (c) the nomination committee’s  Refer 2.4 policy for the appointment of directors K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 5 3 Principle Corporate Governance best practice recommendation Compliance How we comply 3.1 Establish a code of conduct and disclose the code or a summary of the code as to: (a) the practices necessary to maintain confidence in the Company’s integrity; (b) the practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; (c) the responsibility and accountability of individuals for reporting and investigating reports of unethical practices; 3.2 Establish a policy concerning trading in Company securities by directors, senior executives and employees and disclose the policy or a summary of the policy      The Company has implemented a suite of policies including a Code of Business Conduct which provides guidelines aimed at maintaining high ethical standards and corporate behaviour. The principals of the policies include: • Respect the law and act in accordance with it; • Respect confidentiality and not misuse company information, assets or resources; • Avoid real or perceived conflicts of interest; • Act in the best interest of stakeholders; and • Perform their duties in ways that minimise environmental impacts and maximise workplace safety. Directors and employees are expected to comply with all Company policies and to act professionally with integrity, honesty and responsibility at all times. The Company’s security trading policy imposes basic trading restrictions on all directors and officers (including the Fund Manager) of the Company with “inside information” and additional trading restrictions on the directors of the Company. “Inside information” is information that: • Is not generally available; and • If it were generally available, it would, or would be likely to influence investors in deciding whether to buy or sell the Company’s securities. Directors and employees are prohibited from trading in the Company’s securities where they possess information which is not generally available and that information, if readily available, may have a material effect on the share price of the Company. Further, directors, officers and employees involved in the preparation and release of financial statements may not trade in the company’s securities for the period commencing four weeks prior to the announcement of the results. 5 4 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Corporate Governance Statement Principle Corporate Governance best practice recommendation Compliance How we comply 3.3 3.3.1 Provide the following information in the annual report: An explanation of any departure from recommendations 3.1, 3.2 and 3.3 The following material should be made publicly available, ideally on the Company’s website in a clearly marked corporate governance section: (a) any applicable code of conduct or a summary of its main provisions (b) the trading policy or summary of its main provisions 4.1 The Board should establish an audit committee 4.2 Structure the audit committee so that it consists of: 4.3 4.4 a) only non-executive directors b) majority of independent directors c) independent chairperson, who is not the chairperson of the Board d) at least three members The audit committee should have a formal charter Provide the following information in the annual report: (a) Details of the names and qualifications of those appointed to the audit committee and their attendance at meetings of the committee (b) The number of meetings of the audit committee Not applicable The Code of Conduct is available on the Company’s website in the Shareholder Corporate Governance section. The Share Trading Policy on Dealing Rules for Employees and Directors is available on the Company’s website in the Corporate Governance section. The Audit, Compliance and Risk Committee assists the Board to meet its oversight responsibilities in relation to the Company’s financial reporting, internal control structure, risk management procedures and the internal and external audit function. In doing so, it is the Audit and Risk Committee’s responsibility to maintain free and open communications between the Committee, the external auditors, the internal auditors and the management of the Company. The committee complies with the structure as required by the Best Practice Recommendation 4.2. The Audit, Compliance and Risk Committee Charter is available on the Company’s website in the Corporate Governance section. Refer to Director’s Report            Refer to Director’s Report K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 5 5 Principle Corporate Governance best practice recommendation Compliance How we comply The following material should be made publicly available, ideally on the Company’s website in a clearly marked corporate governance section: (a) the audit committee charter (b) information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners Establish written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance. These policies or a summary of the policies should be disclosed.    Provide the following information in the annual report: An explanation of any departures from recommendations 5.1and 5.2 and reasons for the departure The following material should be publicly available, ideally on the Company’s website in a clearly marked corporate governance section: • A summary of the policies and procedures designed to guide compliance with Listing Rule disclosure requirements The charter of the Audit, Compliance and Risk Committee is available on the Company’s website in the Corporate Governance section. The committee manages the relationship between the Company and external auditor on behalf of the Board. It recommends to the Board potential auditors for appointment, re-appointment or replacement, the terms of engagement and remuneration of the external auditor. The Company’s continuous disclosure policy has been adopted to ensure compliance with obligations under the continuous disclosure regime of the Corporations Law and the Listing Rules of the Australian Stock Exchange Limited and to ensure that all Katana shareholders have access to material information about the Company and its prospects. The disclosure obligations include: All employees, Company officers and Directors must comply with the ASX Listing Rules and Corporations Law provisions relating to a timely disclosure of price sensitive information to the ASX. The Company does this by releasing written announcements to the ASX. The Fund Manager together with the board are accountable for the establishment, communication and maintenance of this policy and ensuring that material information is disclosed to the ASX. Not applicable.  The Company’s Shareholder Communications Policy is available on the Company’s website in the Corporate Governance section. 5.1 5.2 5.2.1 5.2.2 5 6 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Corporate Governance Statement Principle Corporate Governance best practice recommendation Compliance How we comply 6.1 Design and disclose a communications strategy to promote effective communication with shareholders and encourage effective participation at general meetings  The Company places considerable importance on effective communications with shareholders and other stakeholders. Katana’s communication strategy requires communication with shareholders and other stakeholders in an open, regular and timely manner so that the market has sufficient information to make informed investment decisions on the operations and results of the company. The strategy provides for the use of systems that ensure a regular and timely release of information about the company is provided to shareholders. Mechanisms employed include: • Announcements lodged with ASX; • Half Yearly Report • Monthly Net Tangible Asset Backing ASX disclosure; • Presentations at the Annual General Meeting; • Annual Report • Promote effective communication with shareholders; and • Encourage shareholder participation at AGMs. Not applicable.  The Company’s Shareholder Communications Policy is available on the Company’s website in the Corporate Governance section. 6.2 6.2.1 6.2.2 Provide the following information in the annual report: An explanation of any departures from recommendation and reasons for the departure The Company should describe how it will communicate with its shareholders publically, ideally by posting this information on the company’s website in a clearly marked corporate governance section. K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 5 7 Principle Corporate Governance best practice recommendation Compliance How we comply 7.1 The Company should establish policies on risk oversight and management. 7.2 The Board should require management to design and implement the risk management and internal control system to manage the company’s material risks and report to it on whether those risks are being managed effectively. The Board should disclose that management has reported to it as to the effectiveness of the company’s management of its material business risks.   The Company is committed to the identification; monitoring and management of risks associated with its business activities and has embedded in its management and reporting systems a number of risk management controls. The Fund Manager is charged with implementing appropriate risk management systems within the Company and in particular with the investment process. The Board monitors and receives advice on areas of operational and financial risk, and considers strategies for appropriate risk management arrangements. Specific areas of risk identified initially and which will be regularly considered at Board meetings include financial performance, performance of portfolio, compliance within regulatory framework, markets, statutory compliance and continuous disclosure obligations. The Fund Manager has its own Investment Committee that regularly reviews the Company’s portfolio and reviews the performance of individual stocks. The Investment Committee also makes recommendations on significant investments and conducts its own research to assist with this process. The annual report details material financial and investment risks which arose during the reporting period (see notes to financial statements). As part of the reporting process the Fund Manager has provided the Board prior to the Board approving the annual and half-yearly accounts, a written statement that the integrity of the financial statements (as per ASX Recommendation 4.1) are founded on a system of risk management and internal compliance and control which implements the Board’s policies and the Company’s risk management and internal control system is operating efficiently and effectively in all material matters. 5 8 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Corporate Governance Statement Principle Corporate Governance best practice recommendation Compliance How we comply 7.3 7.4 7.4.1 7.4.2 7.4.3 8.1 8.2 The Board should disclose whether it has received assurance from the Chief Executive Officer and the Chief Financial Officer that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks Provide the following information in the annual report: An explanation of any departures from recommendations 7.1, 7.2, 7.3 and 7.4 and reasons for the departure Whether the Board has received the report from management under recommendation 7.2 Whether the Board has received assurance from the Chief Executive Officer and Chief Financial Officer under recommendation 7.3 The following material should be made publicly available, ideally on the Company’s website in a clearly marked corporate governance section: • a summary of the Company’s policies on risk oversight and management of material business risks The Board should establish a remuneration committee Companies should clearly distinguish the structure of non-executive directors’ remuneration from that of executive directors and senior executives       The Board has received assurance from the Fund Manager that the s295A declaration is founded on a sound system of risk management and internal control and the system is operating effectively in all material respects in relation to financial risks. Not applicable. The Board has received the report from the Fund Manager pursuant to recommendation 7.2 and periodically receives and reviews a summary of significant risks. The Board has received the assurance in accordance with recommendation 7.3 The charter of the Audit and Risk Committee is available on the Company’s website in the Corporate Governance section. As the company does not presently have any employees including employment of a Managing Director and Senior Executives there is no requirement for remuneration committee Refer Director’s Report K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 5 9 Principle Corporate Governance best practice recommendation Compliance How we comply 8.3 8.3.1 8.3.2 8.3.3 Provide the following information in the annual report: the names of the members of the remuneration committee and their attendance at meetings of the committee, or where the Company does not have a remuneration committee, how the functions of a remunerations committee are carried out the existence and terms of any schemes for retirement benefits, other than superannuation, for non- executive directors An explanation of any departures from recommendation 8.1, 8.2 and 8.3 and reasons for the departure The following material should be made publicly available, ideally on the Company’s website in a clearly marked corporate governance section:  Refer 8.1  Refer Director’s Report Not applicable (a) the charter of the  Refer 8.1 remuneration committee or a summary of the role, rights, responsibilities and membership requirements for that committee; (b) a summary of the company’s policy on prohibiting entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity-based remuneration schemes.  The Company does not enter into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity-based remuneration schemes. 6 0 K ATA N A C A P I TA L LT D 2 0 0 9 A n n u a l R e p o r t Additional ASX Information KATANA CAPITAL LIMITED ORDINARY FULLY PAID SHARES (TOTAL) As of 30 Sep 2009 Range of Units Snapshot Range 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 - 9,999,999,999 Rounding Total Unmarketable Parcels Total holders 13 45 158 329 76 Units 4,614 186,170 1,322,367 11,889,511 28,091,651 Composition : ORD % of Issued Capital 0.01 0.45 3.19 28.65 67.70 0.00 621 41,494,313 100.00 Minimum $ 500.00 parcel at $ 0.71 per unit 705 12 Minimum Parcel Size Holders Units 3823 Corporate Directory Katana Capital Limited ABN 56 116 054 301 Directors Dalton Gooding Peter Wallace Giuliano Sala Tenna Company Secretary Gabriel Chiappini Registered Office Level 36, Exchange Plaza 2, The Esplanade Perth, Western Australia 6000 Telephone (08) 9326 7672 Facsimile (08) 9326 7676 www.katanacapital.com.au Share Registry Computershare Investor Services Pty Ltd Level 2 45 St George’s Terrace, Perth WA 6000 Telephone (08) 9323 2000 Facsimile (08) 9323 2033 Auditor Ernst & Young The Ernst & Young Building 11 Mounts Bay Road PERTH WA 6000 ASX Code: KAT K ATA N A C A P I TA L LT D 2 0 0 9 A n nu a l R e p o r t 6 1 KATANA CAPITAL LIMITED Top Holders Snapshot - Ungrouped ORDINARY FULLY PAID SHARES (TOTAL) As of 30 Sep 2009 Composition : ORD Rank Name Address Units % of Units AUSTRALIAN EXECUTOR TRUSTEES LIMITED GPO BOX 546, ADELAIDE SA, 5001 2,286,318 WONDER HOLDINGS PTY LTD 6 ALNESS STREET, APPLECROSS WA, 6153 2,286,060 HOPERIDGE ENTERPRISES PTY LTD C/- PORTFOLIO ADMIN, GPO BOX 4718, MELBOURNE VIC, 3001 2,000,000 MRS LINDA SALA TENNA + MRS LISA SHALLARD GPO BOX Z5364, PERTH ST GEORGES TCE WA, 6831 1,091,074 JOVE PTY LTD 6 PULO ROAD, BRENTWOOD WA, 6153 ORION EQUITIES LIMITED COOLAH HOLDINGS PTY LTD TAXA JUNO NOMINEES PTY LTD LEVEL 14, THE FORREST CENTRE, 221 ST GEORGES TERRACE, PERTH WA, 6000 C/- JT PORTFOLIO ADMIN, GPO BOX 4718, MELBOURNE VIC, 3001 4 MYAMYN STREET, ARMADALE VIC, 3143 830,000 1. 2. 3. 4. 5. 6. 7. 8. 9. MR ROMANO SALA TENNA + MRS LINDA SALA TENNA GPO BOX Z5364, PERTH ST GEORGES TCE WA, 6831 10. MISS LISA DUPEROUZEL GPO BOX Z5364, PERTH ST GEORGES TCE WA, 6831 11. MR BRAD JOHN SHALLARD + MRS LISA MAREE GPO BOX Z5364, PERTH ST GEORGES TCE WA, DUPEROUZEL 6831 MR STEPHEN JAMES LAMBERT + MRS RUTH LYNETTE 12. LAMBERT + MR SIMON LEE LAMBERT 13. MRS LINDA SALA TENNA C/- PORT ADMIN GPO BOX 4718, MELBOURNE VIC, 3001 681,165 1.64 GPO BOX Z5364, PERTH ST GEORGES TCE WA, 6831 14. 15. 16. 17. 18. 19. 20. UNITING CHURCH IN AUSTRALIA PROPERTY TRUST (WA) GPO BOX M952, PERTH WA, 6843 CAMBO INVESTMENTS PTY LTD 21A DOUGLAS STREET, TOORAK VIC, 3142 KEFIR PTY LTD 11 IRVINE STREET, PEPPERMINT GROVE WA, 6011 METHUEN HOLDINGS PTY LTD PO BOX 874, WEST PERTH WA, 6872 COLLORI PTY LTD MR LAWRENCE HENRY DA SILVA UNIT 1401/323 BAYVIEW STREET, HOLLYWELL QLD, 4216 22 LORONG PUNTONG, COUNTRY GRANDEUR, #13-01 576439, SINGAPORE S & M O’REILLY PTY LTD 540 BONA VISTA ROAD, BONA VISTA VIC, 3820 Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL) Total Remaining Holders Balance 5.51 5.51 4.82 2.63 2.56 2.46 2.43 2.00 1.90 1.75 1.66 1,063,639 1,020,000 1,010,000 789,730 726,896 687,744 519,559 509,363 500,000 500,000 500,000 400,000 400,000 1.25 1.23 1.20 1.20 1.20 0.96 0.96 400,000 18,201,548 23,292,765 Katana Capital Ltd ABN 56 116 054 301 Level 36, Exchange Plaza 2, The Esplanade Perth, Western Australia 6000 Telephone: (08) 9326 7672 Facsimile: (08) 9326 7676 www.katanacapital.com.au 

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