MILTON CORPORATION LIMITED
ABN 18 000 041 421
An Australian Listed Investment Company
Listed since 1958
ANNUAL REPORT 2016
Profile
Milton was established as a private investment company for four shareholders in 1938. It became a public
company in 1950 and listed on the Sydney Stock Exchange in 1958. Milton is now an investment company for
more than 23,700 shareholders and is listed on the Australian Securities Exchange under the code MLT.
Investment philosophy
Milton is predominantly a long term investor in companies and trusts listed on the ASX that are well managed,
with a profitable history and an expectation of increasing dividends and distributions. Turnover of investments is
low and capital gains arising from disposals are reinvested.
Milton holds liquid assets such as cash and term deposits and it may invest in hybrid securities as well as real
property development through joint ventures.
Benefits of an investment in Milton Corporation Limited
Shareholders receive fully franked dividends semi-annually – normally March and September.
Ordinary fully franked dividends are paid out of profit after tax excluding special investment revenue and costs
associated with the acquisition of subsidiaries. Dividends have been paid every year since listing and they have
been fully franked since the introduction of franking. Special fully franked dividends may be paid out of special
investment revenue.
The investment portfolio provides shareholders with exposure to diversified assets
Milton’s $2.6 billion equity investment portfolio comprises interests in companies and trusts which are listed on
the Australian Securities Exchange and are expected to deliver increased investment revenue over the long term.
Consistent application of this investment philosophy over many years has created a portfolio that is not aligned
with any securities exchange index.
Shareholders have an investment in a low cost, efficiently managed company with total administration costs that
represent 0.13% per annum of total assets.
Milton’s directors oversee the performance of its executives who are employed by the company to manage the
investments for the benefit of shareholders.
Contents*
Milton’s Objective
Chairman’s Review of the 2016 Financial Year
Classification of Investments
Five Year Financial Summary
Milton Corporation Foundation
Listed Investments by Sector
Directors’ Report
1
2
4
6
6
7
11
*Corporate Governance Statement is available on the company website www.milton.com.au/governance and
is lodged with ASX with this Annual Report.
Remuneration Report
Auditor’s Independent Declaration
Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Directory
ASX Information
14
18
19
45
46
48
49
Important dates
Ex date for
Final dividend
11 August 2016
AGM date
13 October 2016
Payment date of final dividend
2 September 2016
Milton’s objective is to:
-
Invest in a diversified portfolio of assets which are predominantly Australian listed
companies and trusts
-
Increase fully franked dividends paid to shareholders over time
Dividend history since listing
Dividends have been paid every year since listing in
1958 and every dividend paid since franking was
introduced in 1987 has been fully franked.
Special dividends
Ordinary dividends
0.20
0.18
0.16
0.14
0.12
0.10
0.08
0.06
0.04
0.02
-
e
r
a
h
s
r
e
p
$
- Provide capital growth in the value of the shareholders’ investments
6.00
5.00
4.00
3.00
2.00
1.00
-
Share price and NTA
Net tangible assets before provision for tax on unrealised capital gains
MLT share price
Linear (MLT share price )
1
Chairman’s Review of the 2016 financial year
Overview
The net profit after tax for the full year to 30 June 2016 was $127.9
million, which was in line with the prior year.
However, this result included special investment revenue of $1.5 million
compared to $3 million received last year. The underlying operating
profit, which excludes special investment revenue as it fluctuates from
year to year, was up 1.1% on the prior year.
With an additional 9.7 million shares issued during the year under the
DRP and Share Purchase Plan, the weighted average underlying
earnings per share of 19.5 cents was marginally less than the 19.6 cents
earned in 2015.
The interim dividend paid in March 2016 was increased by 2.4% to 8.7
cents per share following a reasonably strong first half result. The fully
franked final dividend was maintained at 9.9 cents per share and the
ordinary full year dividend of 18.6 cents per share was 1% higher than
the ordinary dividends paid out of the 2015 underlying profit.
The payment of the ordinary full year dividend will amount to $120.8
million which is 96% of underlying operating profit.
Special investment revenue received in 2016 was half of that received
in the prior year and represented 0.2 cents per share so no special
dividend was declared in 2016.
The dividend payout ratio based on net profit for the year was 94%.
Profit history -$ millions
140
120
100
80
60
2016
2015
2014
2013
2012
Special
Underlying
Dividend history cps
20
15
10
5
0
2016 2015 2014 2013 2012
Special
Final
Interim
Full year profit commentary
Investment income comprising franked and unfranked dividends as well as trust distributions increased by 2% to
$125.4 million. The majority of companies in the portfolio paid increased dividends with some notable increases
coming from A.P. Eagers, Bank of Queensland, Blackmores, Macquarie Group, Perpetual and QBE.
Dividend income in the second half was adversely affected by the lower dividends from companies exposed to
the energy and resource sectors.
Milton has exposure to many sectors through its investment in 93 companies and trusts and this diversification
helped to maintain earnings even as some sectors suffered significant earnings reductions.
Amongst its Top 20 long term holdings are companies such as A. P. Eagers, Blackmores, Brickworks, TPG
Telecom and W H Soul Pattinson, all of which provided dividend growth over the year and all of which are not
well represented in the ASX indices.
Interest income of $3.3 million was 25% lower than the prior year, due to a combination of lower interest rates
and lower cash balances held throughout the year.
Milton’s investments in unlisted real property development joint ventures, which represent less than 1% of total
assets, provided sound returns of $1.8 million pre-tax, however they were less than the record results achieved
in 2015.
The company continued to operate efficiently with total administration costs for the year at 0.13% of average total
assets.
2
Net assets
Net assets, before provision for tax on unrealised capital gains, were
valued at $2.7 billion at 30 June 2016. This equated to $4.22 per share.
The assets are predominantly an investment portfolio of Australian listed
equities with a total market value of $2.6 billion as well as liquid assets,
such as cash including term deposits of $0.1 billion. Milton has no debt
facilities.
The companies and trusts in the investment portfolio are held for the long
term and there is no intention to dispose of the investment portfolio
however the accounting standards require a provision to be set aside to
provide for the capital gains tax that may arise if the portfolio was realised.
At 30 June 2016 this provision was $0.3 billion or 43 cents per share.
Net Tangible Assets
$4.50
$3.50
$2.50
$1.50
$0.50
20162015201420132012
NTA
CGT Provision
Total returns
Through the receipt of regular dividends and an increase in the value of their investment, Milton’s investors have
received total returns in excess of the accumulation return of the All Ordinaries Index over the long term.
The following graph compares Milton’s total returns over a range of periods with that of the accumulation return
of the All Ordinaries index. Like the accumulation return, the total returns assume the dividends have been
reinvested when the shares traded ex dividend.
m
u
n
n
a
r
e
p
t
n
e
c
r
e
P
10.0
8.0
6.0
4.0
2.0
0.0
-2.0
TPR
TSR
XAOAI
1 year
0.8
-0.7
2.0
3 Years
5 Years
10 Years
15 Years
7.3
9.6
8.2
8.7
11.4
7.3
5.6
5.3
4.9
8.6
9.0
7.4
The Total Portfolio Returns (TPR) are based on the movement in NTA and are therefore after expenses and tax
liabilities and are not adjusted for the value of the franking credits attached to the dividends.
The Total shareholder returns (TSR) are based on share price movements and do not take into account the
benefit of franking credits.
All Ordinaries accumulation returns (XAOAI) are before expenses and tax liabilities and do not take into account
the benefit of franking credits
Portfolio
Milton remained substantially fully invested throughout the year with cash balances of less than 5% of total assets.
Disposals totalling $47 million partially funded the investment of $70 million across 36 companies. This included
$10 million invested in the ANZ placement in August 2015 and $5.5 million in the CBA share issue in August
2015. Other larger investments included $6.9 million in Macquarie Group, $6.3 million in Caltex, $3.2 million in
Qube and $3.1 million in McMillan Shakespeare.
3
The disposals included a reduction in the ALS holding and the complete sale of holdings in CYBG Plc, Cardno,
Crown, GWA and South 32.
The investment portfolio consists of 93 companies and trusts. While many of the investments are well represented
in the All Ordinaries Index their selection has been based on the assessed merits of each company and its ability
to pay dividends and not based on any index weighting.
Details of each investment held at 30 June 2016 are shown on pages 7 to 10.
Classification of Investments
The following asset classification table shows the composition of Milton’s assets by sector.
Classification(1)
Opening
position
Additions
Disposals
Change in
value
Closing
position
Income
Weighting
$ million
$ million
$ million
$ million
$ million
$ million
%
Banks
1,020.6
15.5
Consumer staples
Materials
Energy
Diversified financials
Telecommunications
Insurance
Retailing
Healthcare
Real estate
Transport
Utilities
Commercial services
Capital goods
Consumer services
Media
Other shares
241.1
252.5
181.4
183.6
123.2
133.7
84.9
79.9
69.1
56.4
58.2
82.5
35.1
34.3
11.4
9.1
0.8
3.0
6.8
14.2
2.0
4.7
1.4
3.4
1.6
6.8
-
3.5
1.2
3.1
0.8
0.6
(4.7)
(1.4)
(6.5)
-
(0.3)
-
-
-
-
-
-
-
(23.6)
(7.1)
(3.2)
-
-
(152.2)
9.4
(31.5)
14.1
(19.3)
2.4
(15.9)
18.3
18.2
8.4
14.6
12.0
(6.6)
11.0
2.1
1.6
2.2
879.2
249.9
217.5
202.3
178.2
127.6
122.5
104.6
101.5
79.1
77.8
70.2
55.8
40.2
36.3
13.8
11.9
57.6
11.3
9.9
6.9
9.4
5.1
6.2
3.1
1.9
3.7
2.8
2.6
1.6
1.1
1.2
0.5
0.3
Total listed investments
2,657.0
69.4
(46.8)
(111.2)
2,568.4
125.2
Liquids(2)
Property joint ventures
Other assets
Total
131.4
20.7
4.5
2,813.6
153.6
20.6
5.2
3.0
1.8
6.0
2747.8
136.0
32.0
9.1
7.9
7.4
6.5
4.6
4.5
3.8
3.7
2.9
2.8
2.6
2.0
1.5
1.3
0.5
0.4
93.5
5.6
0.7
0.2
100
(1)
(2)
Investments are grouped according to their asset classes using the Global Industry Classification Standard (“GICS”) codes.
Liquids include cash, term deposits, hybrid securities and dividends receivable.
4
Capital issues
The Dividend Reinvestment Plan (DRP), which was introduced in 2014, will continue to operate for the final
dividend. Shareholder interest in the DRP continues to grow with more than 3,500 shareholders participating and
1.9 million shares being issued in 2016.
The Share Purchase Plan (SPP) that was offered to shareholders in October 2015 raised $32 million with fewer
shareholders participating than in previous years. As Milton has sufficient funds available to invest at present the
SPP will not be offered to shareholders in October 2016. This position will continue to be reviewed and an update
will be provided at the annual general meeting on 13 October 2016.
Outlook
Increased investment income in the first half of the 2017 financial year from many of the companies in the portfolio
is unlikely to offset further falls in dividends from companies operating in the energy and resource sectors while
income in the second half is expected to show a slight improvement on the previous corresponding half.
Milton has sufficient franking credits and retained earnings to enable the full year ordinary dividend of 18.6 cents
per share to be maintained in 2017 even if underlying earnings fall below the 2016 result.
Milton’s dividend payout ratio is normally between 90% and 95% of underlying profit however this may be
exceeded in exceptional circumstances. In 2017, directors will consider both the current year performance and
the forecast results as they are aware of the importance of at least maintaining the 2016 dividend.
R. D. MILLNER
Chairman
Sydney, 4 August 2016
5
Five Year Financial Summary
Underlying operating profit after tax(1) ($million)
126.4
125.0
117.4
108.5
102.7
Underlying earnings per share (cents)
19.5
19.6
18.8
17.8
16.9
2016
2015
2014
2013
2012
Profit after tax ($million)
Earnings per share (cents)
Administration costs as % of average total assets
Interim dividend (cents per share)
Final dividend (cents per share)(2)
Full year ordinary dividend (cents per share)
Special dividend (cents per share)
Net assets(2) at 30 June ($million)
Net asset backing per share(2) at 30 June($)
Net asset backing per share(3) at 30 June($)
Last sale price at 30 June ($)
All Ordinaries Index at 30 June
Ten year Total Shareholder Return (% per annum)
Five year Total Shareholder Return (% per annum)
Shares on issue (million)
Number of shareholders
127.9
128.0
120.3
111.2
103.4
19.8
0.13
8.7
9.9
18.6
-
20.1
0.12
8.5
9.9
18.4
0.4
19.3
0.13
8.2
9.4
17.6
0.4
18.3
0.14
7.8
8.6
16.4
0.5
17.0
0.16
7.6
8.0
15.6
-
2,746
2,811
2,746
2,375
1,997
4.22
3.79
4.28
5310
5.3
11.4
4.39
3.90
4.50
5451
8.0
12.1
4.35
3.86
4.54
3.89
3.52
3.68
3.28
3.09
3.04
5382
4775
4135
10.2
14.5
8.3
4.0
6.7
(3.0)
649.9
640.2
630.8
610.5
608.0
23,729
22,514
21,055
19,309
19,008
(1) Underlying operating profit after tax excludes special investment revenue and costs associated with the acquisition of subsidiaries.
(2) Before provision for tax on unrealised capital gains and before providing for the ordinary final and special dividends.
(3) After provision for tax on unrealised capital gains and before providing for the ordinary final and special dividends.
Milton Corporation Foundation (ABN 95 051 921 133)
The Foundation was established in 1988 to support charitable organisations, particularly those which direct
assistance to persons that are disadvantaged in the community.
The objective is to create a vehicle with sufficient capital that can make regular meaningful donations from the
earnings derived from its investments. Contributions from Milton, shareholders and others over the years have
helped to grow the Foundation’s total assets at 30 June 2016 to $2 million.
The Foundation’s assets can now support annual distributions of $110,000 and in 2016 fourteen organisations
received much needed support from the Milton Foundation.
The Foundation has provided $2 million of assistance to the community since its establishment.
The Foundation is a deductible gift recipient registered with the Australian Charities and Not-for-profits
Commission (ACNC) and donations of $2 or more are tax deductible.
Shareholders can support the Foundation by forwarding a cheque to:
The Trustees
Milton Corporation Foundation
PO Box R1836
Royal Exchange NSW 1225.
J F Church
Chairman of Trustees
Sydney, 4 August 2016
6
Holding
Fair Value
$'000
3,369,647
19,500
2,000
433,570
7,306,078
5,709,708
3,109,948
444,992
4,757,857
10,451,306
2,735,886
1,219,512
3,636,921
1,666,463
3,234,567
1,655,184
803,229
1,610,689
188,897
1,094,512
583,618
732,368
367,014
1,466,434
362,290
161,862
1,194,085
2,835,533
2,903,973
81,276
1,960
185
2,203
77,371
54,813
231,287
1,838
120,992
307,266
879,191
15,239
18,207
67,829
10,365
46,448
10,461
6,554
4,784
2,330
3,021
26,555
5,727
217,520
48,222
12,069
3,127
1,091
11,021
113,705
60,664
249,899
LISTED INVESTMENTS BY SECTOR AT 30 JUNE 2016
Banks
Australia & New Zealand Banking Group Limited
- ordinary shares
- convertible preference shares
- capital notes 2
Auswide Bank Limited (formerly Wide Bay Australia)
Bank of Queensland Limited
Bendigo and Adelaide Bank Limited
Commonwealth Bank of Australia
MyState Limited
National Australia Bank Limited
Westpac Banking Corporation
Materials
Adelaide Brighton Limited
Amcor Limited
BHP Billiton Limited
Boral Limited
Brickworks Limited
Dulux Group Limited
Fletcher Building Limited
Incitec Pivot Limited
Orica Limited
Orora Limited
Rio Tinto Limited
Sims Metal Management Limited
Consumer Staples
Blackmores Limited
Coca-Cola Amatil Limited
Graincorp Limited
Select Harvests Limited
Treasury Wine Estates Limited
Wesfarmers Limited
Woolworths Limited
7
LISTED INVESTMENTS BY SECTOR AT 30 JUNE 2016
Diversified Financials
Argo Investments Limited
ASX Limited
Australian Foundation Investment Company Limited
BKI Investment Company Limited
BT Investment Management Limited
Carlton Investments Limited
Challenger Limited
Diversified United Investment Limited
EQT Holdings Limited (formerly Equity Trustees Limited)
IOOF Holdings Limited
Macquarie Group Limited
Perpetual Limited
Energy
Caltex Limited
New Hope Corporation Limited
Origin Energy Limited
Santos Limited
Washington H. Soul Pattinson & Company Limited
Woodside Petroleum Limited
Worley Parsons Limited
Insurance
AMP Limited
AUB Group Limited (formerly Austbrokers Limited)
Cover-More Group Limited
Insurance Australia Group Limited
- ordinary shares
- convertible preference shares
IAG Finance (NZ) Limited perpetual reset exchangeable notes
QBE Insurance Group Limited
Suncorp Group Limited
Telecommunication
Telstra Corporation Limited
TPG Telecom Limited
Retailing
A.P. Eagers Limited
ARB Corporation Limited
Automotive Holdings Group Limited
Premier Investments Limited
8
Holding
985,766
548,965
1,256,772
1,223,866
526,643
356,778
130,000
356,847
500,697
1,299,729
650,149
1,359,278
188,000
1,290,107
702,174
1,683,469
9,174,640
880,842
425,112
2,121,110
1,044,795
2,140,944
5,615,282
3,000
12,000
2,618,375
3,202,232
14,971,253
3,731,553
5,833,107
877,065
3,176,366
590,250
Fair Value
$’000
7,265
25,121
7,050
1,934
4,150
11,317
1,122
1,167
8,231
10,177
44,795
55,894
178,223
5,997
1,832
4,038
7,811
155,969
23,642
3,061
202,350
10,945
10,552
2,591
30,603
305
1,200
27,310
39,003
122,509
83,240
44,405
127,645
69,589
14,682
11,943
8,417
104,631
LISTED INVESTMENTS BY SECTOR AT 30 JUNE 2016
Commercial Services
ALS Limited
Brambles Limited
McMillan Shakespeare Limited
Healthcare
Cochlear Limited
CSL Limited
Ramsay Health Care Limited
Regis Healthcare Limited
Sonic Healthcare Limited
Real Estate
Aveo Group
BWP Trust
Finbar Group Limited
Goodman Group
Lendlease Group
Scentre Group
Stockland Group
Vicinity Centres (formerly Federation Centres)
Westfield Corporation
Utilities
AGL Energy Limited
APA Group
Transport
Lindsay Australia Limited
Qube Holdings Limited
Sydney Airport
Transurban Group
Capital Goods
Bradken Limited
CIMIC Group Limited
Reece Limited
UGL Limited
9
Holding
6,459,431
1,431,966
475,821
33,800
592,198
185,783
896,076
624,425
1,498,282
1,584,008
2,782,249
1,108,376
464,539
1,799,474
2,782,940
6,453,335
861,000
2,677,869
2,005,833
11,787,000
5,408,591
2,609,629
3,512,975
826,514
791,239
214,124
1,451,191
Fair Value
$’000
31,587
17,742
6,509
55,838
4,098
66,433
13,332
4,203
13,456
101,522
4,750
5,766
2,309
7,881
5,853
8,853
13,108
21,425
9,170
79,115
51,656
18,534
70,190
5,599
11,953
18,111
42,121
77,784
827
28,287
7,923
3,120
40,157
LISTED INVESTMENTS BY SECTOR AT 30 JUNE 2016
Consumer Services
Flight Centre Travel Group Limited
InvoCare Limited
Tatts Group Limited
Media
Event Hospitality & Entertainment (formerly Amalgamated Holdings
Limited)
Seven Group Holdings Limited – TELYS4 preference shares
Information Technology
Carsales.com Limited
Automobiles & Components
Schaffer Corporation Limited
Holding
58,300
1,950,914
2,313,955
920,921
7,000
920,000
68,999
Fair Value
$’000
1,841
25,635
8,839
36,315
13,381
392
13,773
11,334
11,334
352
352
Total Listed Investments by Sector
2,568,348
10
Directors’ Report
For the year ended 30 June 2016
The directors present their report together with the financial statements of the consolidated entity (“Milton”)
consisting of Milton Corporation Limited and its subsidiaries for the financial year ended 30 June 2016 and the
independent auditor’s report thereon.
Directors
The directors of Milton at any time during or since the end of the financial year are:
Robert D. Millner FAICD Independent non-executive chairman.
Director of Milton Corporation Limited since 1998 and appointed chairman in 2002.
Chairman of the Investment and Remuneration Committees. Extensive experience in the investment industry.
Other current directorships:
Director of Australian Pharmaceutical Industries Limited since 2000, Chairman of BKI Investment Company
Limited since 2003, Director of Brickworks Limited since 1997 and appointed chairman in 1999, Director of New
Hope Corporation Limited since 1995 and appointed chairman in 1998, Director of TPG Telecom Limited since
2000, Director of Washington H. Soul Pattinson & Company Limited since 1984 and appointed chairman in 1998.
Former directorships in the last three years:
Exco Resources Limited from November 2012 to January 2013 (company delisted in January 2013).
John F. Church FCSA, F Fin, FAICD Independent non-executive director.
Director of Milton Corporation Limited since 1986.
Member of the Investment Committee.
A Solicitor and Notary Public and over 43 years’ experience in the investment industry.
Graeme L. Crampton B.Ec, FCA, FAICD Independent non-executive director.
Director of Milton Corporation Limited since 2009.
Chairman of the Audit & Risk Committee and a member of the Remuneration Committee.
A Chartered Accountant and former partner of a major firm of Chartered Accountants for more than 32 years and
has extensive experience in the investment industry.
Kevin J. Eley CA, F Fin, FAICD Independent non-executive director.
Director of Milton Corporation Limited since 2011.
Member of the Investment and Audit & Risk Committees.
A Chartered Accountant and has extensive experience in the investment industry.
Other current directorships:
Director of Equity Trustees Limited since 2011 and HGL Limited since 1985. Director of Hunter Hall International
Limited since 2015 and appointed chairman in 2016.
Former directorships in the last three years:
PO Valley Energy Limited from 2012 to April 2016
Kresta Holdings Limited from 2011 to February 2014.
Francis G. Gooch B.Bus, CPA Managing director.
Managing Director of Milton Corporation Limited since 2004 and chief executive since 1999.
Member of the Investment Committee.
A Certified Practising Accountant and over 31 years’ experience in the finance and investment industries.
Ian A. Pollard BA (Macq), MA (Oxon), D Phil (IMC), FIAA, FAICD Independent non-executive director.
Director of Milton Corporation Limited since 1998.
Member of the Audit & Risk and Remuneration Committees.
An Actuary and over 39 years of involvement in the investment industry.
Other current directorships:
Director and Chairman of Billabong International Limited since 2012 and Director of SCA Property Group since
2012.
11
Directors’ meetings
The number of directors’ meetings (including meetings of committees of directors) and the number of meetings
attended by each of the directors of Milton during the financial year were:
Director
Directors’
Meetings
Investment
Committee Meetings
R.D. Millner
J.F. Church
G.L. Crampton
K.J. Eley
F.G. Gooch
I.A. Pollard
A
6
6
6
6
6
6
B
6
6
6
6
6
6
A
16
13
*
17
17
*
B
17
17
*
17
17
*
Audit & Risk
Committee
Meetings
A
B
*
*
4
4
*
4
*
*
4
4
*
4
Nomination
Committee
Meetings
Remuneration
Committee
Meetings
A
1
1
1
1
1
*
B
1
1
1
1
1
*
A
2
*
2
*
*
2
B
2
*
2
*
*
2
A - Number of meetings attended.
B - Number of meetings held during the time the director held office or was a member of the committee during the year.
* - Not a member of the relevant committee.
Principal activities
The principal activity of Milton is investment. Milton invests in companies and trusts, real property development,
fixed interest securities, and liquid assets such as cash and term deposits. There has been no significant change
in the nature of this activity during the financial year.
Operating and financial review
The consolidated profit after income tax of Milton for the year was $127.9 million (2015: $128.0 million). Milton
is in a sound financial position with net assets after provision for tax on unrealised capital gains at 30 June 2016
of $2.5 billion (2015: $2.5 billion) and no debt.
The operating and financial reviews are contained in the Chairman’s Review which begins on page 3.
Significant changes in the state of affairs
There were no significant changes in the state of affairs of Milton during the past financial year other than as
disclosed in the financial statements.
Dividends
Dividends paid or declared by Milton to members since the end of the previous financial year were:
Declared and paid during the year
- Final 2015 ordinary fully franked
- Special 2015 fully franked
- Interim 2016 ordinary fully franked
Declared after end of year and not provided for
- Final 2016 ordinary fully franked
Cents
per share
Total amount
$’000
Date of payment
9.9
0.4
8.7
9.9
63,385
2,561
56,463
64,342
3 September 2015
3 September 2015
3 March 2016
2 September 2016
No LIC capital gain was included in the above dividends.
All the dividends paid by Milton since franking was introduced in 1987 have been fully franked.
Events subsequent to reporting date
Apart from the information contained in note 25 to the financial statements, no matter or circumstance has arisen
since the end of the financial year that has or may significantly affect the operations, results or state of affairs of
Milton in subsequent financial years.
12
Likely developments
Milton will continue its investment activities consistent with its objective of generating increasing revenue for
distribution to its shareholders from its diversified portfolio of assets.
The performance of Milton’s investments is subject to and influenced by many external factors and therefore it is
not appropriate to predict the future results of the investments and Milton’s performance.
The Chairman’s Review commencing on page 2 of the Annual Report contains information relating to Milton’s
past performance, operations and outlook.
Environmental regulations
There are no significant environmental regulations that apply directly to Milton.
Directors’ relevant interests
No director has or has had any interest in a contract entered into since the last Directors’ Report or any contract
or proposed contract with Milton or any subsidiary or any related entity other than as disclosed in note 18 to the
financial statements.
The relevant interest of each director in the capital of Milton at the date of this report is as follows:
Director
R.D. Millner
J.F. Church
G.L. Crampton
K.J. Eley
F.G. Gooch
I.A. Pollard
No. of Shares
13,266,274
28,508,673
169,172
110,879
932,100
91,129
Indemnification and insurance of directors, officers and auditors
Neither Milton nor any related entity has indemnified or agreed to indemnify, paid or agreed to pay any insurance
premium which would be prohibited under Section 199A or Section 199B of the Corporations Act 2001 during or
since the financial year ended 30 June 2016.
The directors have not included details of the nature of the liabilities covered or the amount of the premium paid
in respect of the directors’ and officers’ liability and legal expenses insurance contracts as such disclosure is
prohibited under the terms of the contracts.
Secretary
Mr Nishantha Seneviratne MBA, ACMA, CGMA, CPA, AICM, AGIA, ACIS was appointed secretary and Chief
Financial Officer in December 2012. Mr. Seneviratne joined Milton as the senior accountant in March 2010 and
also held the position of assistant company secretary from March 2012. Prior to joining Milton, he has held a
number of senior finance roles with private companies for over 6 years as Finance Controller/Manager and has
over 4 years’ experience in corporate finance and credit in the banking and financial services sector. He is also
an associate member of the Governance Institute of Australia (GIA) and Institute of Chartered Secretaries and
Administrators (ICSA).
Non-audit services
During the year, Pitcher Partners, Milton’s auditor, has performed certain non-audit services in addition to its
statutory duties. Details of the amounts paid to the auditors and related practices of the auditor are disclosed in
note 20 to the consolidated financial statements.
The board has considered the non-audit services provided during the year by the auditor and is satisfied that the
provision of those non-audit services during the year by the auditor is compatible with, and did not compromise,
the auditor independence requirements of the Corporations Act 2001 for the following reasons:
- All non-audit services were subject to the corporate governance procedures adopted by Milton and have
been reviewed and approved by the Audit & Risk Committee to ensure they do not impact on the
integrity and objectivity of the auditor, and
- The non-audit services provided do not undermine the general principles relating to auditor
independence as set out in Professional Statement APES110 Code of Ethics for Professional
Accountants, as they did not involve reviewing or auditing the auditor’s own work, acting in a
management or decision making capacity for Milton, acting as an advocate for Milton or jointly sharing
risks and rewards.
The auditor’s independence declaration as required under Section 307C of the Corporations Act 2001 is set out
on page 18.
13
Remuneration Report
This report, which is audited, details the policy for determining the remuneration of directors and executives and
provides specific details of their remuneration.
Remuneration of non-executive directors
Non-executive directors are paid base fees, committee fees and superannuation contributions.
Fees are not linked to Milton’s performance and no bonuses are paid or options issued.
Each year the base fees and committee fees are determined by the board of directors who take into account the
demands made on directors and the remuneration of non executive directors of comparable Australian
companies.
Base fees and committee fees (including superannuation contributions)
Chairman base fee
Director base fee
Chairman of the Audit & Risk Committee fee
Member of the Audit & Risk Committee fee
Member of the Investment Committee fee
2016
$
134,811
67,405
5,965
3,381
5,965
2015
$
130,884
65,442
5,791
3,283
5,791
The total remuneration paid to non-executive directors in 2016 was $435,053 (2015: $422,382).
In October 2011 shareholders approved an increase in the maximum non-executive directors’ total remuneration
to $700,000.
Non-executive directors, who were appointed before 30 June 2003, are entitled to retirement benefits in
accordance with a shareholder approved scheme. In June 2003 the board resolved to cap retirement benefits for
all directors at the amounts provided as at 30 June 2003. The total balance provided at 30 June 2016 is $190,905
(2015: $190,905).
Remuneration of executives
Executive remuneration is a key element of the staff retention strategy which is designed to attract and retain
appropriately qualified and experienced professionals who share Milton’s goals and values and will seek to deliver
superior long term returns to its shareholders.
The remuneration of the managing director and senior executives is reviewed annually by the Remuneration
Committee which then makes recommendations to the board for its consideration and approval.
In formulating its recommendations, the Remuneration Committee considers:
• the short term and long term performance of the Company as measured by dividend growth and total returns.
• the contribution of the managing director and the senior executives to this performance,
• market trends in remuneration in terms of both quantum and structure and
• the remuneration of key management personnel of other listed investment companies with similar long term
investment philosophies and objectives.
Executive remuneration includes a component known as the Total Employment Cost Package (TECP), and it
may include a cash bonus component and an equity component.
The TECP includes cash salary, company contributions to superannuation and it may include non monetary
benefits such as the provision of a motor vehicle and car parking.
No executive is entitled to a guaranteed bonus however the board may award a cash bonus to reward an
executive’s outstanding contribution to the achievement of Milton’s objectives. The board will consider qualitative
measures such as contribution to the investment process, participation in board discussions, timeliness and
accuracy of reports and staff development when assessing executive performance.
In determining the amount of any bonus the board has regard to quantitative measures such as underlying
operating earnings per share, dividends per share and total returns relative to the market as a whole. In 2016,
the cash bonus was less than 12% of each executive’s TECP.
The equity component of the remuneration package encourages executives to have an investment in Milton to
align their interests with shareholders.
The equity component is delivered through participation in the Senior Staff Share Plan (“SSSP”), which was
approved by shareholders at Milton’s Annual General Meeting on 9 October 2001 (refer note 19b to the financial
statements).
14
In accordance with the terms of the SSSP, the directors determine the maximum number of shares for which the
executive may apply. All SSSP shares are acquired on the market and held on behalf of the executives by the
trustee of the SSSP. The price offered to the executive shall be at a discount of one cent per share to the market
value of the shares.
Executives are required to hold the SSSP shares for a minimum period of three years however the benefit to the
executive is increased through long term ownership to the extent dividends are paid and the Milton share price
appreciates.
Milton provides an interest free loan to the executives to fund the acquisition of each parcel of SSSP shares.
Each loan is repaid by the application of the after tax proceeds from the dividends paid on the SSSP shares. The
opportunity cost to Milton of providing the loan is the notional interest. The Remuneration Committee includes
this cost when it reviews each executive’s TECP.
SSSP shares may not be sold, transferred, mortgaged or otherwise dealt with by the executive for a period of
three years from the date of issue or until the executive ceases employment with Milton.
If the executive’s employment ceases, the executive may within 30 days repay the loan and direct the trustee to
transfer the shares to the executive or, provided the value of the shares is greater than the loan outstanding,
direct the trustee to sell the shares, repay the loan and distribute the balance to the executive. Otherwise the
trustee will sell the shares when so directed by Milton and apply the proceeds to the repayment of the loan.
The board considers that the SSSP is appropriately designed to encourage long term ownership of shares by
executives, which then aligns their interests with that of Milton’s predominantly long term shareholder base.
Executives, other than the managing director, may participate in the Employee Share Plan (“ESP”) which provides
for a bonus of up to $1,000 to be paid in the form of Milton shares (refer note 19a to the financial statements).
Eligible executives are provided with life, total and permanent disablement and salary continuance insurance.
The overall level of executive reward takes into account the performance of Milton over a number of years. Key
performance indicators for Milton over five years are tabled below.
Key performance indicators
Profitability
2016
2015
2014
2013
2012
Underlying operating profit ($million)
126.4
125.0
117.4
108.5
102.7
Growth in underlying operating profit (%)
Underlying earnings per share (cents)
(Decline) growth in underlying earnings per share (%)
Dividend
Full year ordinary dividend (cents per share)
Growth in full year ordinary dividend (%)
Special dividend (cents per share)
Capital
Net asset backing per share(1) at 30 June($)
(Decline) growth in net asset backing per share (%)
1.1
19.5
(0.4)
18.6
1.1
-
4.22
(3.8)
6.5
19.6
4.3
18.4
4.6
0.4
4.39
0.9
8.2
18.8
5.5
17.6
7.3
0.4
4.35
11.9
5.7
17.8
5.5
16.4
5.1
0.5
3.89
18.4
13.5
16.9
4.5
15.6
2.6
-
3.28
(5.4)
Net assets(1) at 30 June ($million)
2,746
2,811
2,746
2,375
1,997
Total Return
Ten year Total Shareholder Return
Ten year Total Portfolio Return
Ten year accumulation return
of the All Ordinaries Index
5.3
5.6
4.9
8.0
7.3
7.0
10.2
9.2
8.8
8.3
9.3
9.2
6.7
7.5
7.1
(1) Before provision for tax on unrealised capital gains and before providing for the ordinary final dividend.
At Milton’s 2015 Annual General Meeting, shareholders supported the remuneration report for the 2015 financial
year with 84.5% of the proxies in favour of the resolution to approve the report. The resolution to approve the
remuneration report was passed by a show of hands at the Annual General Meeting held in October 2015.
15
Details of remuneration
Amounts of remuneration
Details of the remuneration of each non-executive director of Milton Corporation Limited, the managing director
and specified executives of Milton for the years ended 30 June 2015 and 2016 are set out in the following tables.
Non-executive directors of Milton Corporation Limited
R.D. Millner
Chairman
J.F. Church
Director
G.L. Crampton
Director
K.J. Eley
Director
I.A. Pollard
Director
Total remuneration
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
2016
2015
Short
Term
Benefits
Fees
$
128,563
124,817
67,005
65,053
49,370
47,233
70,092
68,051
64,645
62,763
379,675
367,917
Post
Employment
Superannuation
Total
paid
Retirement
Provision(1)
$
12,213
11,858
6,365
6,180
24,000
24,000
6,659
6,465
6,141
5,962
55,378
54,465
$
140,776
136,675
73,370
71,233
73,370
71,233
76,751
74,516
70,786
68,725
435,053
422,382
$
55,905
55,905
90,000
90,000
-
-
-
-
45,000
45,000
190,905
190,905
(1) The directors’ retirement benefits have been capped at the balance provided at 30 June 2003.
Managing director and executives of Milton Corporation Limited and its subsidiaries
Short Term Benefits
Salary
Cash
bonus
(1)
$
$
Non
monetary
benefits
(2)
Post
Employ-
ment
Super-
annuation
$
$
$
Other
long term
benefits
(3)
Share
based
payments
Total
(4)
$
$
F.G. Gooch
Managing director
D.N. Seneviratne
CFO, secretary
Total remuneration
2016
522,980
72,000
4,508
30,020
13,794
129,714
773,016
2015
498,972 70,500
12,536
30,004
11,954
126,211
750,177
2016
165,297
9,132
2015 159,817
14,000
-
-
29,571
3,240
20,645
227,885
24,683
13,943
15,631
228,074
2016
688,277
81,132
4,508
59,591
17,034
150,359
1,000,901
2015
658,789
84,500
12,536
54,687
25,897
141,842
978,251
(1) Represents 100% of cash bonus paid or payable which vested in the year.
(2) Non-monetary benefits include the provision of a motor vehicle, parking, the cost of life, total & permanent disablement
insurance and salary continuance insurance provided through nominated superannuation funds.
(3) Other long term benefits comprise changes in long service leave provisions.
(4) Represents the notional value of interest on loans provided to acquire shares in Milton under the Senior Staff Share
Plan.
There are no fixed term employment contracts between Milton and its employees. Employment may be
terminated with four weeks’ notice by either Milton or the employee. There are no provisions for any termination
payments other than for unpaid annual and long service leave.
16
Share based compensation, Senior Staff Share Plan equity holdings and loans
The movements during the reporting period are as follows:
Executives’ shareholdings in relation to the Senior Staff Share Plan - Number of shares held
F.G. Gooch
Managing director
D.N. Seneviratne
CFO, secretary
Opening
Balance
825,000
775,000
77,500
52,500
2016
2015
2016
2015
Received as
Remuneration
Closing
Balance
60,000
50,000
25,000
25,000
885,000
825,000
102,500
77,500
Loans in relation to the Senior Staff Share Plan
Details regarding loans outstanding at the reporting date to specified directors and specified executives, are as
follows:
F.G. Gooch
Managing director
D.N. Seneviratne
CFO, secretary
Opening
Balance
$
2016
2,155,246
2015
2016
2015
2,037,926
284,938
181,612
Net
change
$
141,315
117,320
95,707
103,326
Closing
Balance
$
Highest
balance in
the period
$
2,296,561
2,352,657
2,155,246
2,261,672
380,645
387,142
284,938
293,486
Notional
Interest
(1)
$
129,714
126,211
20,645
15,631
(1) The notional interest has been included under “Share Based Payment” in the remuneration of the managing director and the executive
disclosed on page 16. Notional interest is based on the applicable FBT benchmark interest rate, which for the year averaged 5.65%
(2015: 5.85%).
Apart from the loan balances shown above, there were no loans outstanding to key management personnel.
Terms and conditions of the loans are referred to in note 19b to the financial statements.
Share holdings of key management personnel and their related parties – Number of shares held
Opening
Balance
Received as
Remuneration
Other
Acquisitions
Closing
Balance
2016
2015
2016
2015
1,129,857
60,000
83
1,189,940
1,072,605
50,000
7,252
1,129,857
78,907
53,690
25,000
25,217
-
-
103,907
78,907
F.G. Gooch
Managing director
D.N. Seneviratne
CFO, secretary
Rounding off
The company is of a kind referred to in ASIC Corporations (Rounding in Financial/ Directors’ Reports) Instrument
2016/191, and in accordance with that legislative instrument, amounts in the Directors’ Report and financial report
have been rounded off to the nearest thousand dollars, unless otherwise stated.
Signed in accordance with a resolution of the directors.
R. D. MILLNER
Chairman
Sydney, 4 August 2016
17
AUDITOR’S INDEPENDENCE DECLARATION
TO THE DIRECTORS OF MILTON CORPORATION LIMITED
ABN 18 000 041 421
In relation to the independent audit for the year ended 30 June 2016, to the best of my knowledge
and belief there have been:
(i) no contraventions of the auditor independence requirements of the Corporations Act 2001;
and
(ii) no contraventions of any applicable code of professional conduct.
This declaration is in respect of Milton Corporation Limited and the entities it controlled during the
year.
M A ALEXANDER
Partner
PITCHER PARTNERS
Sydney
4 August 2016
An independent New South Wales Partnership. ABN 17 795 780 962.
Level 22 MLC Centre, 19 Martin Place, Sydney NSW 2000
Liability limited by a scheme approved under Professional Standards Legislation
18
Pitcher Partners is an association of independent firms
Melbourne | Sydney | Perth | Adelaide | Brisbane| Newcastle
An independent member of Baker Tilly International
FINANCIAL STATEMENTS CONTENTS
Financial Statements Page No.
Consolidated Income Statement 20
Consolidated Statement of Comprehensive Income 21
Consolidated Statement of Financial Position 22
Consolidated Statement of Changes in Equity 23
Consolidated Statement of Cash flows 24
Notes to the financial statements
Key Numbers:
1. Revenue 25
2. Tax 26
3. Earnings Per Share 28
4. Dividends Paid 28
5. Franking Account 29
6. Listed Investment Company Capital Gain Account 29
Assets:
7. Investments in Equity Instruments 30
8. Investment in Joint Venture Entities 31
9. Cash 32
10. Receivables 32
11. Other Financial Assets 32
Capital Management:
12. Share Capital 33
13. Reserves 33
Risk:
14. Critical accounting estimates, judgements and assumptions 34
15. Management of Financial Risk 34
16. Capital risk management 35
Group Structure:
17. Subsidiaries 36
Other Information:
18. Related Party Transactions 37
19. Share Based Payments 38
20. Auditor’s Remuneration 39
21. Parent Entity Disclosures 39
22. Summary of other accounting policies 40
23. Cash flow information 41
24. Contingent Liabilities 41
25. Events subsequent to reporting date 41
26. Holdings at Fair Value through Other Comprehensive Income at 30 June 2016 42
19
2015
$'000
122,894
4,095
900
366
Milton Corporation Limited
Consolidated income statement
for the year ended 30 June 2016
Ordinary dividends and distributions
1a
125,450
Note
2016
$'000
Interest
Net gains on trading portfolio
Other revenue
Operating Revenue
Share of net profits of joint ventures – equity accounted
Special dividends and distributions
Income from operating activities
Administration expenses
Profit before income tax expense
1c
1d
3,016
3,748
520
132,734
128,255
8a
1b
1,789
1,499
6,310
3,006
136,022
137,571
(3,537)
(3,376)
132,485
134,195
Income tax expense thereon
2a
(4,580)
(6,186)
Profit attributable to shareholders of Milton
127,905
128,009
Basic and diluted earnings per share
Cents
19.76
3
Cents
20.08
The consolidated income statement is to be read in conjunction with the notes to the consolidated financial
statements.
20
Milton Corporation Limited
Consolidated statement of comprehensive income
for the year ended 30 June 2016
2016
$’000
2015
$’000
Profit
127,905
128,009
Other comprehensive income
Items that will not be reclassified to profit and loss
Revaluation of investments
(111,359)
11,504
Provision for tax benefit (expense) on revaluation of
investments
32,816
(3,573)
Other comprehensive income, net of tax
(78,543)
7,931
Total comprehensive income for the period
attributable to the shareholders of Milton
49,362
135,940
The consolidated statement of comprehensive income is to be read in conjunction with the notes to the
consolidated financial statements.
21
Milton Corporation Limited
Consolidated statement of financial position
as at 30 June 2016
Current assets
Cash
Receivables
Current tax prepaid
Other financial assets
Total current assets
Non-current assets
Receivables
Investments
Joint ventures – equity accounted
Plant and equipment
Deferred tax assets
Total non-current assets
Total assets
Current liabilities
Payables
Current tax liabilities
Provisions
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Shareholders’ equity
Issued capital
Capital profits reserve
Asset revaluation reserve
Retained profits
Note
2016
$’000
2015
$’000
9
10a
11
10b
7
8b
2c
2d
123,403
23,048
148
7,324
153,923
4,323
2,568,458
20,581
87
405
2,593,854
99,452
22,390
-
9,761
131,603
3,869
2,656,998
20,652
36
393
2,681,948
2,747,777
2,813,551
993
-
50
1,043
280,099
504
280,603
281,646
875
388
47
1,310
313,119
477
313,596
314,906
2,466,131
2,498,645
12
13b
13a
1,545,122
68,236
658,011
194,762
1,504,589
64,971
739,819
189,266
Total equity attributable to shareholders of Milton
2,466,131
2,498,645
The consolidated statement of financial position is to be read in conjunction with the notes to the consolidated
financial statements.
22
Milton Corporation Limited
Consolidated statement of changes in equity
for the year ended 30 June 2016
Issued
capital
$’000
Capital
profits
reserve
$’000
Asset
revaluation
reserve
$’000
Retained
profits
Total
equity
$’000
$’000
Balance at 1 July 2015
1,504,589
64,971
739,819
189,266
2,498,645
Profit
Other Comprehensive Income:
Total comprehensive income
Net realised gains
Transactions with
shareholders:
Share issues
Dividends paid
Balance at 30 June 2016
-
-
-
-
-
-
-
(78,543)
(78,543)
127,905
-
127,905
127,905
(78,543)
49,362
3,265
(3,265)
-
-
40,533
-
1,545,122
-
-
68,236
-
658,011
-
(122,409)
194,762
40,533
(122,409)
2,466,131
Balance at 1 July 2014
1,462,552
78,815
718,044
177,439
2,436,850
Profit
Other Comprehensive Income:
Total comprehensive income
Net realised losses
Transactions with
shareholders:
Share issues
Dividends paid
-
-
-
-
-
-
-
-
7,931
7,931
128,009
-
128,009
128,009
7,931
135,940
(13,844)
13,844
-
-
42,037
-
-
-
-
-
-
(116,182)
42,037
(116,182)
Balance at 30 June 2015
1,504,589
64,971
739,819
189,266
2,498,645
The consolidated statement of changes in equity is to be read in conjunction with the notes to the consolidated
financial statements.
23
Milton Corporation Limited
Consolidated statement of cash flows
for the year ended 30 June 2016
Cash flows from operating activities
Dividends and distributions received
Interest received
Distributions received from joint venture entities
Other receipts in the course of operations
Proceeds from sales of trading securities
Payments for trading securities
Other payments in the course of operations
Income taxes paid
Note
2016
$’000
126,010
3,306
5,066
520
7,681
(3,933)
(3,429)
(5,271)
Net cash provided by operating activities
23a
129,950
Cash flows from investing activities
Proceeds from disposal of investments
Proceeds from repayment of capital
Payments for investments in equities and trusts
Payments for investments in joint ventures
Payments for plant and equipment
Loans repaid by other entities
Loans advanced to other entities
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of shares
Payments for issue of shares
Ordinary dividends paid
Net cash used in financing activities
7c
49,129
-
(69,550)
(3,206)
(64)
278
(675)
(24,088)
40,621
(123)
(122,409)
2015
$’000
126,021
4,345
7,133
318
4,019
(3,119)
(3,321)
(6,402)
128,994
38,311
6,568
(115,147)
(831)
-
209
(671)
(71,561)
42,117
(109)
(116,182)
(81,911)
(74,174)
Net increase (decrease) in cash assets held
23,951
(16,741)
Cash assets at the beginning of the year
Cash assets at the end of the year
99,452
9
123,403
116,193
99,452
The consolidated statement of cash flows is to be read in conjunction with the notes to the consolidated
financial statements
24
Milton Corporation Limited
Notes to the consolidated financial statements: Key Numbers
for the year ended 30 June 2016
1.
Revenue
Milton’s revenue is derived from dividends, distributions, interest income, profit from joint ventures and
income arising from the trading.
2016
$’000
2015
$’000
a. Ordinary dividends and distributions
Milton receives ordinary dividend income and trust distributions from its long term investments in
companies and trusts listed on the Australian Securities Exchange.
Investments held in portfolio at 30 June
Investments sold during the year
b. Special dividends and distributions
124,450
1,000
125,450
119,504
3,390
122,894
This special investment revenue is received on an ad hoc basis and cannot be relied upon each year.
Investments held in portfolio at 30 June
Investments sold during the year
1,277
222
1,499
2,915
91
3,006
Dividends and distributions are brought to account on the dates that the securities trade ex-dividend.
Demerger dividends arising from company de-consolidations are treated as a return of capital and not
as a dividend.
c. Interest
Milton earns interest on its cash, term deposits and other liquid assets.
Interest from deposits & cash
Interest income from other liquid securities
2,891
125
3,016
3,883
212
4,095
Interest on cash and term deposits is brought to account on an accruals basis. Interest on other liquid
securities is recognised on the date these securities trade ex-dividend.
d. Net gains from trading portfolio
Net gains from trading portfolio
3,748
900
Trading securities are recognised initially at cost and subsequently measured at fair value. Changes in
fair value are taken directly through the income statement.
Dividends from trading securities are brought to account on the dates the securities trade ex-dividend.
25
Milton Corporation Limited
Notes to the consolidated financial statements: Key Numbers
for the year ended 30 June 2016
2.
Tax
This note provides analysis of Milton’s income tax expense, shows amounts that are recognised directly
in equity and how the tax expense is affected by non-assessable and non-deductible items. The note
also details the deferred tax assets and liability balances and their movements.
a. Reconciliation of Income Tax Expense to prima facie tax
payable
Profit before income tax
Prima facie income tax expense calculated at 30% on the profit
before income tax expense
Increase (decrease) in income tax expense due to:
Tax offset for franked dividends
(Over) provision in prior year
Other differences
Income tax expense on profit
b. Tax expense composition
Current tax on profits for the year
(Over) provision in prior year
Decrease in deferred tax assets (note 2c)
(Decrease) Increase in deferred tax liabilities (note 2d)
c. Deferred tax assets
The balance comprises temporary differences attributable to :
Provisions
Share issue expenses
Other
Total deferred tax assets
Movements:
Balance at 1 July
(Charged) to the income statement
Credited to equity
Balance at 30 June
To be recovered within 12 months
To be recovered after more than 12 months
26
2016
$’000
2015
$’000
132,485
134,195
39,746
40,259
(34,815)
(34,305)
(147)
(204)
4,580
4,906
(147)
25
(204)
4,580
351
45
9
405
393
(25)
37
405
60
345
405
(285)
517
6,186
5,997
(285)
105
369
6,186
336
42
15
393
466
(105)
32
393
126
267
393
Milton Corporation Limited
Notes to the consolidated financial statements: Key Numbers
for the year ended 30 June 2016
d. Deferred tax liabilities
The balance comprises temporary differences attributable to:
Amounts recognised directly in equity:
Revaluation of investments
Realised capital losses
Amounts recognised in profit:
Gains on scrip for scrip rollovers
Income receivable which is not assessable for tax until receipt
Movements:
Balance at 1 July
(Credited) Charged to income statement
(Credited) Charged to other comprehensive income
Balance at 30 June
To be settled beyond 12 months
2016
$’000
2015
$’000
291,069
(27,379)
320,445
(23,978)
16,043
366
16,043
609
280,099
313,119
313,119
(204)
(32,816)
280,099
280,099
309,177
369
3,573
313,119
313,119
The income tax expense for the period is the tax payable on the current year’s taxable income based
on the current income tax rate applicable for the year adjusted by changes in deferred tax assets and
liabilities attributable to temporary differences and any unused tax losses.
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 assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are
enacted or substantively enacted. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability.
Milton Corporation Limited (the parent entity) and its wholly-owned subsidiaries have formed an income
tax consolidated group. Each entity in the group recognises its own current and deferred tax, except for
any deferred tax assets arising from unused tax losses from subsidiaries, which are immediately
assumed by the parent entity. The current tax liability of each group entity is subsequently assumed by
the parent entity. There is no tax funding agreement between Milton Corporation Limited and its
subsidiaries.
Deferred tax balances attributable to revaluation amounts are recognised directly in equity through the
asset revaluation reserve.
27
Milton Corporation Limited
Notes to the consolidated financial statements: Key Numbers
for the year ended 30 June 2016
e. Offsetting deferred tax balances:
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current
tax assets and liabilities.
Deferred tax assets from realised capital losses are offset against deferred tax liabilities from unrealised
capital gains
Deferred tax liabilities have been recognised for capital gains tax on the unrealised gains in the
investment portfolio at current tax rates.
As Milton does not intend to dispose of the investment portfolio this tax may not be payable at the
amount disclosed in Note 2d above. Any tax liability that may arise on disposal of investments is subject
to tax legislation relating to the treatment of capital gains and the applicable tax rate at the time of
disposal.
Deferred tax assets relating to carried forward capital losses have been recognised based on current
tax rates. Utilisation of the tax losses requires the realisation of capital gains in subsequent years and
the ability to satisfy certain tests at the time the losses are recouped. The deferred tax assets related
to carried forward capital losses have been offset against the related deferred tax liabilities as disclosed
in Note 2d.
3.
Earnings Per Share
Basic earnings per share
Profit attributable to shareholders of the parent entity
2016
Cents
2015
Cents
19.76
20.08
$’000
$’000
127,905
128,009
No.
No.
Weighted average number of ordinary shares used in the
calculation of basic earnings per share
647,134,007
637,607,867
Diluted earnings per share and basic earnings per share are the same because there are no potential
dilutive ordinary shares.
4.
Dividends Paid
a. Recognised in the current year
An ordinary final dividend of 9.9 cents per share in respect of the
2015 year paid on 3 September 2015 (2015: an ordinary final
dividend in respect of the 2014 year of 9.4 cents per share paid
on 3 September 2014)
A special dividend of 0.4 cents per share in respect of 2015 year
paid on 3 September 2015 (2015: 0.4 cents paid on 3 September
2014)
An ordinary interim dividend of 8.7 cents per share paid on
3 March 2016 (2015: 8.5 cents per share paid on 3 March 2015)
28
2016
$’000
2015
$’000
63,385
59,298
2,561
2,523
56,463
122,409
54,361
116,182
Milton Corporation Limited
Notes to the consolidated financial statements: Key Numbers
for the year ended 30 June 2016
b. Not recognised in the current year
Since the end of the financial year, the directors declared an
ordinary final dividend in respect of the 2016 year of 9.9 cents per
share payable on 2 September 2016 (2015: ordinary final
dividend of 9.9 cents per share and special dividend of 0.4 cents
per share paid on 3 September 2015)
5.
Dividend Franking Account
The amount of franking credits available to shareholders for the
subsequent financial year, adjusted for franking credits that will
arise from the payment of the current tax liability
Subsequent to year end, the franking account will be reduced by
the proposed dividend to be paid on 2 September 2016 (2015:
final and special dividends)
2016
$’000
2015
$’000
64,342
65,946
122,631
121,237
(27,575)
95,056
(28,263)
92,974
The franking account balance would allow Milton to frank additional dividend payments up to an
amount of $221,797,267 (2015:$216,940,197) which represents 34 cents per share (2015: 34 cents
per share).
6.
Listed Investment Company capital gains account
Balance of the Listed Investment Company (LIC) capital gain
account available to shareholders for the subsequent financial
year
1,255
1,255
Distributed LIC capital gains may entitle certain shareholders to a special deduction in their income tax
return. LIC capital gains available for distribution are dependent upon the disposal of investment
portfolio holdings which qualify for LIC capital gains and the receipt of LIC capital gain distributions.
29
Milton Corporation Limited
Notes to the consolidated financial statements: Assets
for the year ended 30 June 2016
7.
Investment in equity instruments
Milton is predominantly a long term investor in companies and trusts listed on the Australian Securities
Exchange.
Investments – non-current
Quoted investments - at fair value
Unquoted investments - at fair value
a. Included in quoted investments are:
Shares in other corporations
Stapled securities in other corporations
Units in trusts
b. Included in unquoted investments are:
2016
$’000
2015
$’000
2,568,348
2,656,876
110
122
2,568,458
2,656,998
2,418,631
2,537,519
122,526
27,191
95,666
23,691
2,568,348
2,656,876
Units in trusts
110
122
Investments are recognised initially at cost and Milton has elected to present subsequent changes in
fair value of equity instruments in other comprehensive income through the asset revaluation reserve
after deducting a provision for the potential deferred capital gains tax liability as these investments are
long term holdings of equity instruments.
Listed investments are valued continuously at fair value, which is determined by the unadjusted last-
sale price quoted on the Australian Securities Exchange at the measurement date. Use of unadjusted
last sale price in an active market such as the Australian Securities Exchange falls within the Level 1
fair value hierarchy of measuring fair value under AASB 13.
c. Investments disposed of during the year
The disposals occurred in the normal course of Milton’s operations as a listed investment company or
as a result of takeovers or mergers.
Fair value at disposal date
Equity investments
Gain (Loss) on disposal after tax
Equity investments
49,129
38,311
3,265
(13,844)
When an investment is disposed, the cumulative gain or loss, net of tax thereon, is transferred from the
asset revaluation reserve to the capital profits reserve as disclosed in note 13.
30
Milton Corporation Limited
Notes to the consolidated financial statements: Assets
for the year ended 30 June 2016
8.
Investment in joint venture entities
Milton has a long history of investing in property development joint ventures. Wholly owned subsidiaries
of Milton have investments in separate joint venture entities that have non-controlling interests in three
property development joint venture partnerships.
a. Contribution from joint venture entities
Milton has interests in the following joint venture entities:
33.33% interest in the Ellenbrook Syndicate Joint Venture
contribution to operating profit before tax (2015:33.33%)
23.33% interest in The Mews Joint Venture
contribution to operating profit before tax (2015:23.33%)
50% interest in the LWP Huntlee Syndicate No 2 Joint
Venture (2015: 50%)
Share of net profits of joint ventures
b. Consolidated interest in the assets and liabilities of the joint
venture entities
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Provision for diminution in value
Net assets
2016
$’000
2015
$’000
2,285
6,319
267
648
(763)
1,789
(657)
6,310
18,585
15,471
(3,572)
(9,360)
21,124
(543)
20,581
20,902
15,083
(4,537)
(10,253)
21,195
(543)
20,652
Under AASB 11 Joint Arrangements, investments in joint arrangements are classified as either joint
operations or joint ventures based on rights and obligations arising from the joint arrangement rather than
the legal structure of the joint arrangement.
Each joint venture partnership agreement provides that partners have rights to the net assets of the
partnership. Accordingly, Milton has assessed the nature of its joint arrangements and determined that
all current interests are joint ventures and thus accounted for using the ‘Equity Method’.
Under the ‘Equity Method’, Milton’s investments in joint ventures are valued initially at cost and
periodically adjusted for changes in value due to Milton’s share in the joint ventures’ income or losses,
distributions and any call payments.
c. Contingencies and capital commitments
Guarantee entered into by the parent company
Milton has agreed to provide a financial guarantee facility totalling $11 million to support prepayments
received by a joint venture in which LWP Huntlee Syndicate No 2 has a 23.75% interest. This facility,
which is on commercial terms, is secured by a second ranking mortgage over the real property of the
joint venture as well as guarantees provided by other related entities of the joint venture. At 30 June
2016, $8 million of this facility had been utilised (2015: $3.1M).
Other than the above, the directors are not aware of any material contingent liabilities, contingent assets
or capital commitments as at 30 June 2016.
31
Milton Corporation Limited
Notes to the consolidated financial statements: Assets
for the year ended 30 June 2016
9.
Cash
Cash at bank
Deposits at call
Term deposits
2016
$’000
3,351
21,052
99,000
123,403
2015
$’000
2,535
9,662
87,255
99,452
The weighted average interest rate for cash and deposits at call as at 30 June 2016 is 1.9% p.a. (2015:
2.1% p.a.). Term deposits have an average maturity date of August 2016 (2015: September 2015) and
an average interest rate of 3.0% (2015: 2.8% pa).
10. Receivables
a. Receivables – current
Dividends receivable
Interest receivable
Sundry debtors
b. Receivables – non-current
22,371
21,707
661
16
676
7
23,048
22,390
Senior staff share plan loans (refer note 19b)
4,323
3,869
c. Terms and conditions
Sundry debtors are due within 30 days and no interest is charged.
11. Other financial assets
Other liquid securities include listed securities such as reset preference shares which are classified as
equity instruments and may be realised within 12 months.
Other liquid securities at fair value
Prepaid expenses
7,199
125
7,324
9,597
164
9,761
Other liquid securities are recognised initially at cost and Milton has elected to present subsequent
changes in fair value in other comprehensive income through the asset revaluation reserve after
deducting a provision for the potential deferred capital gains tax liability.
On disposal, the cumulative gain or loss, net of tax thereon, is transferred from the asset revaluation
reserve to the capital profits reserve.
32
Milton Corporation Limited
Notes to the consolidated financial statements: Capital Management
for the year ended 30 June 2016
Milton offers its shareholders the opportunity to increase their holdings by participation in the Share Purchase
Plan and in the Dividend Reinvestment Plan. Milton may also increase its capital through renounceable rights
issues and acquisition of investment companies with the consideration being the issue of Milton shares.
12. Share capital
All capital consists of fully paid ordinary shares which are listed on the ASX and carry one vote per share
and the right to receive dividends.
Movement in share capital
No. of
shares
2016
$’000
No of
shares
2015
$’000
Opening balance
640,255,655
1,504,589
630,825,344
1,462,552
Share Purchase Plan
7,746,892
32,373
8,019,673
Dividend Reinvestment Plan(1)
1,920,390
8,246
1,410,638
35,687
6,426
Less: Transaction costs
(net of tax)
-
(86)
-
(76)
Closing balance
649,922,937
1,545,122
640,255,655
1,504,589
(1)Milton’s Dividend Reinvestment Plan (DRP) offers shareholders the option to reinvest all or part of
their dividend in new ordinary shares. In the 2016 financial year, Milton issued 998,879 new shares in
September 2015 and 921,511 new shares in March 2016 under the DRP (2015: 698,365 issued in
September 2014 and 712,273 issued in March 2015).
13. Reserves
Nature and purpose of reserves
Changes in fair value of investments are presented in other comprehensive income through the asset
revaluation reserve as referred to in note 7b. Upon disposal of investments, the net gain or loss is
transferred from the asset revaluation reserve to the capital profits reserve.
a. Asset revaluation reserve
Opening balance
Revaluation of investments net of provision for tax
Net realised (gains) losses
b. Capital profits reserve
Opening balance
Net realised gains (losses)
2016
$’000
739,819
(78,543)
(3,265)
658,011
64,971
3,265
68,236
2015
$’000
718,044
7,931
13,844
739,819
78,815
(13,844)
64,971
33
Milton Corporation Limited
Notes to the consolidated financial statements: Risk
for the year ended 30 June 2016
This section of the notes discusses Milton’s exposure to various risks and shows how these could affect Milton’s
financial position and performance.
14. Critical accounting estimates, judgements and assumptions
Judgements, estimates and assumptions are required to prepare financial statements.
Apart from the items mentioned below, there are no key assumptions or sources of estimation uncertainty
that have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year.
i) Deferred tax liabilities from unrealised capital gains are offset against deferred tax assets
from realised capital losses as disclosed in Note 2e.
ii) Classification of joint arrangements as joint ventures as disclosed in Note 8.
15. Management of financial risk
The risks associated with the financial instruments, such as investments and cash, include credit, markets
and liquidity risks which could affect Milton’s future financial performance.
The Audit & Risk Committee has approved policies and procedures to manage these risks. The
effectiveness of these policies and procedures is continually reviewed by management and annually by
the Audit & Risk Committee.
a. Credit risk exposures
Milton’s principal credit risk exposures arise from the investment in liquid assets, such as cash, bank
term deposits and income receivable.
The risk that financial loss will occur because of a counterparty to a financial instrument fails to discharge
an obligation is known as credit risk. The credit risk on Milton’s financial assets, excluding investments,
is the carrying amount of those assets.
Individual bank limits have been approved by the board for the investment of cash.
Income receivable comprises accrued interest and dividends and distributions which were brought to
account on the date the shares or units traded ex-dividend.
There are no financial instruments overdue.
All financial assets and their recoverability are continuously monitored by management and reviewed
by the board on a quarterly basis.
34
Milton Corporation Limited
Notes to the consolidated financial statements: Risk
for the year ended 30 June 2016
b. Market risk
Market risk is the risk that changes in market prices will affect the fair value of the financial instrument.
The fair value is determined by the unadjusted last sale price quoted on the Australian Securities
Exchange at the measurement date.
Milton is exposed to market risk through the movement of the security prices of the companies and trusts
in which it is invested.
The market value of individual companies fluctuates daily and the fair value of the portfolio changes
continuously, with this change in the fair value recognised through the asset revaluation reserve.
Investments represent 93% (2015: 94%) of total assets. A 5% movement in the market value of
investments in each of the companies and trusts within the portfolio would result in a 4.7%
(2015: 4.7%) movement in the net assets before provision for tax on unrealised capital gains at
30 June 2016 (2015: 30 June 2015). The net asset backing before provision for tax on unrealised capital
gains would move by 20 cents per share at 30 June 2016 (2015: 21 cents at 30 June 2015).
Milton’s management regularly monitors the performance of the companies within its portfolio and makes
portfolio recommendations which are considered by the Investment Committee. The Milton board reviews
the portfolio on a quarterly basis.
Milton is not exposed to foreign currency risk as all its investments are quoted in Australian dollars.
The fair value of Milton’s other financial instruments is unlikely to be materially affected by a movement
in interest rates as they generally have short dated maturities and variable interest rates.
c. Liquidity risk
Liquidity risk is the risk that Milton is unable to meet its financial obligations as they fall due.
Milton manages liquidity risk by monitoring forecast and actual cashflows.
16. Capital risk management
The parent entity invests its equity in a diversified portfolio of assets that generates a growing income
stream for distribution to shareholders in the form of fully franked dividends.
The capital base is managed to ensure there are funds available for investment as opportunities arise.
Capital may be increased through the issue of shares under the Share Purchase Plan and the Dividend
Reinvestment Plan. Shares may also be issued through renounceable rights issues and as consideration
for acquisition of unlisted companies.
35
Milton Corporation Limited
Notes to the consolidated financial statements: Group Structure
for the year ended 30 June 2016
The consolidated financial statements include the financial statements of Milton, being the parent entity and its
subsidiaries. Details of subsidiaries are disclosed in Note 17b below. The balances and effects of transactions
between subsidiaries included in the consolidated financial statements have been eliminated in full.
17. Subsidiaries
Investments in subsidiaries are carried at net asset value which approximates fair value of the controlled
entities.
Income from dividends is brought to account when they are declared.
The financial statements of subsidiaries are prepared for the same reporting period as the parent entity,
using consistent accounting policies.
a. Basis of Consolidation
The consolidated financial statements include the financial statements of Milton, being the parent entity
and its subsidiaries. The balances and effects of transactions between subsidiaries included in the
consolidated financial statements have been eliminated in full.
Where entities have come under the control of the parent entity during the year, their operating results
have been included in the group from the date control was obtained. Entities cease to be consolidated
from the date on which control is transferred out of the group and the consolidated financial statements
include the result for the part of the reporting period during which the parent entity had control.
b. Milton Corporation Limited’s subsidiaries
The following subsidiaries have been included in the consolidated accounts. The parent entity and all
subsidiaries are incorporated in Australia:
Percentage of Interest held
85 Spring Street Properties Pty Ltd
Chatham Investment Co. Pty Limited
Incorporated Nominees Pty Limited
Milhunt Pty Limited
2016
%
100
100
100
100
2015
%
100
100
100
100
c. Acquisition of subsidiaries
No company acquisition was made by Milton during the year ended 30 June 2016 (2015: None)
d. Business Combinations
The acquisition method of accounting has been used to account for all business combinations. The
business combinations have been accounted from the date Milton attained control of the subsidiaries.
The considerations transferred for the acquisitions comprise the fair values of the identifiable assets
transferred and the liabilities assumed.
Costs related to the acquisitions, other than those associated with the issue of equity securities, are
expensed to the consolidated income statement as incurred.
36
Milton Corporation Limited
Notes to the consolidated financial statements: Other Information
for the year ended 30 June 2016
18. Related party transactions
a. Directors and Key Management Personnel compensation
Short-term benefits
Other long-term benefits
Post-employment benefits
Share-based payments
2016
$’000
1,153
17
115
151
1,436
2015
$’000
1,124
26
109
142
1,401
Information regarding individual directors’ and executives’ compensation and equity instruments
disclosures, as permitted by Corporations Regulations 2M.3.03, are provided in the Remuneration
Report section of the Directors’ Report on pages 14 to 17.
b. Shareholdings of non-executive directors and their related parties – number of shares held
Non-executive directors and their related parties held 12.1% (2015:12.3%) of the voting power of Milton
as at year end. All shares acquired by non-executive directors and their related parties during the year
were purchased on an arm’s length basis. Movements in the number of shares held are given below.
There were no amounts outstanding from or due to any non-executive director or their related parties
as at 30 June 2016.
Number of shares at beginning of the year
Acquired during the year
Number of shares held at end of year
No of
shares
No of
shares
78,775,660
78,581,300
151,911
194,360
78,927,571
78,775,660
c. Loans to key management personnel and their related parties
Details regarding loans outstanding at the reporting date to key management are as shown below. No
loans were granted to related parties of any key management personnel.
Balance at beginning of the year
Loans advanced
Loans repaid
Balance at end of the year
$
2,440,184
367,342
(130,320)
2,677,206
$
2,219,538
335,620
(114,974)
2,440,184
Notional interest
150,359
141,842
Notional interest is based on the applicable FBT benchmark interest rate for the year which averaged
5.65% (2015: 5.85%).
The loans are advanced to key management personnel in accordance with the Senior Staff Share Plan
(SSSP) as disclosed in Note 19 b. Loans to individual key management personnel are disclosed on the
remuneration report on page 17.
37
Milton Corporation Limited
Notes to the consolidated financial statements: Other Information
for the year ended 30 June 2016
d. Other related party transactions
All directors have entered into the Deed of Indemnity, Insurance and Access that was approved at the
Annual General Meeting held on 10 October 2000. Milton has a Remuneration and Retirement Benefits
Deed with each of the non-executive directors except Messrs G.L Crampton and
K.J. Eley. During the 30 June 2004 year, Milton and the directors varied the Remuneration and
Retirement Benefits Deed, whereby the maximum retirement benefit payable to a non-executive director
on retirement will be the provision for the director as at 30 June 2003. Apart from the details disclosed
in this note no director has entered into a material contract with the parent entity or Milton since the end
of the previous financial year and there were no material contracts involving directors’ interests subsisting
at the end of the year.
e. Transactions with subsidiaries
Dividends paid to parent
Capital repaid to parent
f. Loans to and from subsidiaries
2016
$
81,811,084
27,251,635
109,062,719
2015
$
-
-
-
Loans have been made between the parent entity and wholly owned subsidiaries for capital
transactions. The loans between the parent and its subsidiaries have no fixed date of repayment and
are non-interest bearing.
Amounts (owed to) subsidiaries at beginning of the year
(82,439,408)
(79,444,127)
Loans advanced from subsidiaries
Loan advanced to subsidiaries
(2,976,109)
(3,636,766)
112,073,717
641,485
Amounts owed by (owed to) subsidiaries at end of the year
26,658,200
(82,439,408)
g. Other arrangement with non-executive director
Mr J.F. Church rented office space from Milton at commercial rates from 1 July 2015 to 30 June 2016
and rental income received by Milton during the financial year was $12,800 (2015: $12,763).
19. Share based payments
Under the Employee Share Plan, shares are acquired for employees as part of their remuneration and
the cost of the shares is recorded under employment costs.
Under the Senior Staff Share Plan, shares are acquired for eligible employees as part of their
remuneration and held on their behalf by the trustee of the Plan. The purchase of the Plan Shares is
financed by a loan from Milton.
a. Employee Share Plan
The Employee Share Plan ("ESP") is available to all eligible employees to acquire ordinary shares in
Milton in lieu of a cash bonus of up to $1,000 per year as part of the employee’s remuneration. The
transaction and administration costs of acquiring the shares and administering the plan are paid by Milton.
During the year, 672 shares (2015: 1,085 shares) were acquired by Milton on behalf of eligible employees
under the ESP at a cost of $3,083 (2015: $4,980) with a total market value at
30 June 2016 of $2,876.
Any shares acquired cannot be disposed of or transferred until the earlier of 3 years from the date of
issue or acquisition or on the date that the employee's employment ceases with Milton.
38
Milton Corporation Limited
Notes to the consolidated financial statements: Other Information
for the year ended 30 June 2016
b. Senior Staff Share Plan
The Senior Staff Share Plan ("SSSP") was approved by shareholders at Milton's Annual General Meeting
on 9 October 2001. Eligible employees are given the opportunity to apply for Plan Shares in Milton which
are subscribed for or acquired and held on their behalf by the trustee of the plan. The purchase of these
Plan Shares is financed by an interest-free limited recourse loan from Milton with recourse only to Plan
Shares. The loan will be repaid partially from any dividends received. Milton administers the SSSP and
meets the transactional and administration costs.
During the year, 152,000 shares (2015: 142,000 shares) were acquired by the trustee of the plan on
behalf of eligible employees under the SSSP at a cost of $656,893 (2015: $635,441). The loans to
eligible employees are as disclosed in note 10b. The shares acquired by the trustee during the year had
a market value of $650,560 at $4.28 per share as at 30 June 2016.
Any shares acquired are held in the name of the trustee and classified as Restricted Shares which
cannot become Unrestricted Shares until the earlier of 3 years from the date of issue to the trustee or
acquisition by the trustee or on the date that the employee’s employment ceases with Milton. The
trustee may transfer Unrestricted Shares to the participant provided that any outstanding loan has been
repaid in full.
20. Auditors Remuneration
Auditors of the company
Audit and review services
Related practice of the auditor
Liquidation of non-operating subsidiary
Agreed upon procedures
2016
$’000
2015
$’000
109
-
6
115
109
1
-
110
21. Parent entity disclosures
In accordance with the Corporations Amendment (Corporate Reporting Reform) Act 2010 and the
Corporations Act 2001 the following summarised parent entity information is set out below.
As at, and throughout, the financial year ended 30 June 2016 the parent entity is Milton Corporation
Limited.
Profit of the parent entity
Profit for the year
Total comprehensive income for the year
126,407
49,362
123,837
135,940
39
Milton Corporation Limited
Notes to the consolidated financial statements: Other Information
for the year ended 30 June 2016
Financial position of the parent entity as at 30 June
Current assets
Total assets
Current liabilities
Total liabilities
Net assets
Total equity of the parent entity comprising of
Issued capital
Capital profits reserves
Asset revaluation reserve
Retained profits
2016
$’000
2015
$’000
181,105
2,750,812
(1,043)
(284,681)
131,591
2,898,393
(83,904)
(399,748)
2,466,131
2,498,645
1,545,122
1,504,589
76,814
710,657
133,538
73,549
790,967
129,540
Total equity attributable to shareholders of the parent entity
2,466,131
2,498,645
22. Summary of other accounting policies
a. Basis of preparation
These general purpose financial statements have been prepared in accordance with Australian
Accounting Standards, Australian accounting interpretations, other authoritative pronouncements of the
Australian Accounting Standards Board, the Corporations Act 2001 and complies with International
Financial Reporting Standards (IFRS).
Accounting policies adopted in the preparation of these financial statements have been consistently
applied to all the years presented, unless otherwise stated. The financial statements include the
consolidated entity (“Milton”) consisting of Milton Corporation Limited and its subsidiaries. Milton is a ‘for-
profit’ entity.
These financial statements have been prepared on an accruals basis and are based on the historical
cost basis except as modified by the revaluation of certain financial assets and liabilities measured at fair
value.
New and amended standards adopted:
AASB 2015-2 Amendments to AASB 101 (Presentation of Financial Statements) which applies to annual
reporting periods commencing on or after 1 January 2016 was early adopted since the preparation of
financial statements and notes for the previous 2015 financial year.
AASB-9 Financial Instruments Standard which applies to annual reporting periods commencing on or
after 1 January 2018 was early adopted by Milton since the 2010 financial year.
New and amended standards not adopted:
AASB 15 Revenue from Contracts with Customers is applicable to annual reporting periods beginning
on or after 1 January 2018 and is not expected to have any material impact on Milton’s financial
statements.
AASB 16 Leases is applicable to annual reporting periods beginning on or after 1 January 2019 replaces
AASB 117 'Leases' for lessees will eliminate the classifications of operating leases and finance leases.
Milton does not expect this standard to have any material impact on Milton’s financial statements.
No other new accounting standards and interpretations that are available for early adoption but not yet
adopted at 30 June 2016, will result in any material change in relation to the financial statements of
Milton.
40
Milton Corporation Limited
Notes to the consolidated financial statements: Other Information
for the year ended 30 June 2016
b. Rounding of amounts
Unless otherwise stated under the option available in ASIC Corporations (Rounding in Financial/
Directors’ Reports) Instrument 2016/191, the financial statements are presented in Australian dollars and
all values are rounded to the nearest thousand dollars ($'000).
c. Operating segments
The consolidation entity operates in Australia and engages in investment as its principal activity. As
such Milton considers the business to have a single operating segment.
23. Cash flow information
a. Reconciliation of net profit to net cash provided by
operating activities
Net profit
Share of net profits of joint ventures – equity accounted
Distributions received from joint venture entities
Depreciation of non-current assets
(Increase) decrease in receivables
Increase (Decrease) in payables and provisions
(Decrease) in income taxes payable
2016
$’000
2015
$’000
127,905
128,009
(1,789)
5,066
13
(649)
94
(690)
(6,310)
7,133
14
369
(6)
(215)
Net cash provided by operating activities
129,950
128,994
b. Non-cash financing and investing activities
During the year ended 30 June 2016, Milton did not engage in any material non-cash investing or
financing transaction (2015: None).
24. Contingent liabilities
Apart from the contingent liability relating to the Huntlee joint venture disclosed in Note 8c, the directors
are not aware of any other material contingent liabilities
25. Events subsequent to reporting date
Since the end of the financial year, the directors declared a fully franked ordinary final dividend of
9.9 cents per share payable on 2 September 2016.
This financial report was authorised for issue in accordance with a resolution of directors on 4 August
2016. The directors have the power to amend and reissue the financial statements.
41
26.
Holdings at Fair Value through Other Comprehensive Income at 30 June 2016
The following holdings are valued at fair value through Other Comprehensive Income.
2016
Market value
$’000
2015
Market value
$’000
Investments in equity instruments
Adelaide Brighton Limited
AGL Energy Limited
ALS Limited
Amcor Limited
AMP Limited
A.P. Eagers Limited
APA Group
ARB Corporation Limited
Argo Investments Limited
ASX Limited
AUB Group Limited (formerly Austbrokers Holdings Limited)
Australia & New Zealand Banking Group Limited
- ordinary shares
- convertible preference shares
- capital notes 2
Australian Foundation Investment Company Limited
Auswide Bank Limited
Automotive Holdings Group Limited
Aveo Group
Bank of Queensland Limited
Bendigo & Adelaide Bank Limited
BHP Billiton Limited
BKI Investment Company Limited
Blackmores Limited
Boral Limited
Bradken Limited
Brambles Limited
Brickworks Limited
BT Investment Management Limited
Broadspectrum Limited (formerly Transfield Services Limited)
BWP Trust
Caltex Australia Limited
Cardno Limited
Carlton Investments Limited
Carsales.Com Limited
Challenger Limited
CIMIC Group Limited
Coca-Cola Amatil Limited
Cochlear Limited
Commonwealth Bank of Australia
Cover-More Group Limited
Crown Resorts Limited
CSL Limited
Diversified United Investment Limited
DuluxGroup Limited
EQT Holdings Limited (formerly Equity Trustees Limited)
Event Hospitality & Entertainment Limited (formerly
Amalgamated Holdings Limited)
Finbar Group Limited
Fletcher Building Limited
Flight Centre Travel Group Limited
Goodman Group
GrainCorp Limited
Gresham Private Equity Co-Investment Fund
GWA Group Limited
42
15,239
51,656
31,587
18,207
10,945
69,589
18,534
14,682
7,265
25,121
10,552
81,276
1,960
185
7,050
2,203
11,943
4,750
77,371
54,813
67,829
1,934
48,222
10,365
827
17,742
46,448
4,150
-
5,766
5,997
-
11,317
11,334
1,122
28,287
12,069
4,098
231,287
2,591
-
66,433
1,167
10,461
8,231
13,381
2,309
6,554
1,841
7,881
3,127
21
-
11,792
41,641
62,777
16,389
12,769
54,539
16,528
10,594
7,857
21,265
9,403
98,099
1,960
191
7,924
2,190
12,203
3,866
93,299
70,001
98,378
2,038
28,453
9,749
1,186
14,840
44,637
2,114
2,001
4,847
-
3,891
11,306
8,835
-
17,209
13,418
2,709
258,205
4,359
3,261
51,207
1,330
6,880
9,995
10,884
3,311
5,791
-
6,950
3,094
21
1,863
26.
Holdings at Fair Value through Other Comprehensive Income at 30 June 2016
The following holdings are valued at fair value through Other Comprehensive Income.
2016
Market value
$’000
2015
Market value
$’000
Insurance Australia Group Limited
- ordinary shares
- convertible preference shares
IAG Finance(NZ) Limited Perpetual
- Reset Exchangeable Notes
Incitec Pivot Limited
InvoCare Limited
IOOF Holdings Limited
Lendlease Group
Lindsay Australia Limited
Macquarie Group Limited
McMillan Shakespeare Limited
MyState Limited
National Australia Bank Limited
New Hope Corporation Limited
Orica Limited
Origin Energy Limited
Orora Limited
Perpetual Limited
Premier Investments Limited
QBE Insurance Group Limited
Qube Holdings Limited
Ramsay Health Care Limited
Reece Limited
Regis Healthcare Limited
Rio Tinto Limited
Santos Limited
Scentre Group
Schaffer Corporation Limited
Sedgman Limited
Select Harvests Limited
Seven Group Holdings Limited
- TELYS4 preference shares
Sims Metal Management Limited
Sonic Healthcare Limited
South32 Limited
Stockland Group
Suncorp Group Limited
Sydney Airport
Tank Stream Ventures
Tatts Group Limited
Telstra Corporation Limited
TPG Telecom Limited
Transurban Group
Treasury Wine Estates Limited
UGL Limited
Vicinity Centres (formerly Federation Centres)
Washington H. Soul Pattinson & Company Limited
Wesfarmers Limited
Westfield Corporation
Westpac Banking Corporation
Woodside Petroleum Limited
Woolworths Limited
WorleyParsons Limited
43
30,603
305
1,200
4,784
25,635
10,177
5,853
5,599
44,795
6,509
1,838
120,992
1,832
2,330
4,038
3,021
55,894
8,417
27,310
11,953
13,332
7,923
4,203
26,555
7,811
8,853
352
-
1,091
392
5,727
13,456
-
13,108
39,003
18,111
89
8,839
83,240
44,405
42,121
11,021
3,120
21,425
155,969
113,705
9,170
307,266
23,642
60,664
3,061
2,568,458
28,605
305
1,237
6,201
22,577
8,766
6,982
3,377
45,246
2,797
2,149
158,483
2,438
4,022
8,405
2,497
65,735
7,526
35,793
9,064
10,422
6,426
2,353
31,369
13,182
6,501
335
1,385
1,780
537
8,263
13,162
6,496
10,943
41,294
12,996
101
8,608
89,737
33,472
30,951
5,257
3,077
18,844
123,306
110,670
6,931
336,009
29,621
78,291
4,425
2,656,998
26.
Holdings at Fair Value through Other Comprehensive Income at 30 June 2016
The following holdings are valued at fair value through Other Comprehensive Income.
Other liquid securities
APT Pipelines Limited
Bank of Queensland Limited
- convertible preference shares
Colonial Group
- subordinated notes
Commonwealth Bank of Australia
- Perls III
Goodman Funds Management
- perpetual listed unsecured securities
Woolworths Limited notes II
2016
Market value
$’000
2015
Market value
$’000
1,016
5,170
1,013
-
-
-
7,199
1,039
5,250
1,010
986
1,108
204
9,597
44
DIRECTORS’ DECLARATION
1. In the opinion of the directors of Milton Corporation Limited:
(a) the consolidated financial statements and notes that are set out on pages 19 to 44 and the Remuneration
report, that is set out on pages 14 to 17 in the Directors’ report are in accordance with the Corporations
Act 2001, including:
(i) giving a true view of the consolidated entity’s financial position as at 30 June 2016 and of its
performance for the financial year ended on that date;
(ii) complying with Australian Accounting Standards and the Corporations Regulations
2001;
(iii) complying with International Accounting Standards as issued by the International Accounting
Standards Board as described in Note 22a to the financial statements; and
(b) there are reasonable grounds to believe that Milton Corporation Limited will be able to pay its debts as
and when they become due and payable.
2. The directors have been given the declarations required by Section 295A of the Corporations Act 2001
from the chief executive officer and chief financial officer for the financial year ended 30 June 2016.
Signed in accordance with a resolution of the directors.
R. D. MILLNER
Chairman
Sydney, 4 August 2016
45
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MILTON CORPORATION LIMITED
ABN 18 000 041 421
Report on the Financial Report
We have audited the accompanying financial report of Milton Corporation Limited and its Controlled
Entities (the consolidated entity), which comprises the consolidated statement of financial position
as at 30 June 2016, the consolidated income statement, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the year then ended, notes comprising a summary of significant
accounting policies and other explanatory information 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 Milton Corporation Limited are responsible for the preparation and fair presentation
of the financial report that gives a true and fair view in accordance with Australian Accounting
Standards and the Corporations Act 2001 and for such internal control as the directors determine is
necessary to enable the preparation of the financial report that is free from material misstatement,
whether due to fraud or error. In Note 22, the directors also state that, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements
comply with International Financial Reporting Standards.
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. Those 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 the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or
error. In making those risk assessments, the auditor considers internal controls relevant to the
entity’s preparation of the financial report that gives a true and fair view 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.
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.
An audit also includes evaluating the
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
An independent New South Wales Partnership. ABN 17 795 780 962.
Level 22 MLC Centre, 19 Martin Place, Sydney NSW 2000
Liability limited by a scheme approved under Professional Standards Legislation
Pitcher Partners is an association of independent firms
Melbourne | Sydney | Perth | Adelaide | Brisbane| Newcastle
An independent member of Baker Tilly International
46
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF MILTON CORPORATION LIMITED
ABN 18 000 041 421
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001.
Opinion
In our opinion:
a)
the financial report of Milton Corporation Limited and its Controlled Entities is in accordance
with the Corporations Act 2001, including:
(i) giving a true and fair view of consolidated entity’s financial position as at 30 June 2016 and of
its performance for the year ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
b)
the financial report also complies with International Financial Reporting Standards as disclosed
in Note 22.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 14 to 17 of the directors’ report for the
year ended 30 June 2016. 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.
Opinion
In our opinion, the Remuneration Report of Milton Corporation Limited for the year ended 30 June
2016 complies with section 300A of the Corporations Act 2001.
M A ALEXANDER
Partner
4 August 2016
PITCHER PARTNERS
Sydney
47
DIRECTORY
DIRECTORS
MANAGEMENT
R. D. MILLNER - Chairman
F.G. GOOCH - Managing director
J. F. CHURCH
G.L. CRAMPTON
K.J. ELEY
F. G. GOOCH - Managing director
I. A. POLLARD
D.N. SENEVIRATNE - CFO, Secretary
REGISTERED OFFICE & PRINCIPAL PLACE OF BUSINESS
LEVEL 4, 50 PITT STREET
SYDNEY NSW 2000
PHONE: (02) 8006 5357
FAX: (02) 9251 7033
EMAIL: general@milton.com.au
WEBSITE: www.milton.com.au
AUDITORS
PITCHER PARTNERS
LEVEL 22, MLC CENTRE
19 MARTIN PLACE
SYDNEY NSW 2000
WEBSITE: www.pitcher.com.au
SHARE REGISTRY
LINK MARKET SERVICES LIMITED
LOCKED BAG A14
SYDNEY SOUTH NSW 1235
PHONE: (02) 8280 7111
FAX: (02) 9261 8489
TOLL FREE: 1800 641 024
EMAIL: milton@linkmarketservices.com.au
WEBSITE: www.linkmarketservices.com.au
48
TOP 20 SHAREHOLDERS AS AT 30 JUNE 2016
ASX INFORMATION
NAME
Washington H Soul Pattinson & Company Limited
Argo Investments Limited
Higlett Pty Ltd
Australian Foundation Investment Company Limited
Griffinna Pty Ltd
Danwer Investments Pty Ltd
Bortre Pty Limited
Otterpaw Pty Ltd
JBF Holdings Pty Ltd
Chickenfeed Pty Ltd
Jamama Nominees Pty Limited
J S Millner Holdings Pty Limited
Macdawley Proprietary Limited
Gartfern Pty Limited
Redemptorists
Hexham Holdings Pty Limited
Millane Pty Limited
A V L Investments Proprietary Limited
T N Phillips Investments Pty Ltd
Ms Julia Jane Drew
IOOF Investment Management Limited
SHARES
HELD
33,596,179
28,483,552
27,539,279
11,841,468
6,355,020
6,079,504
6,079,504
5,777,235
5,253,920
4,218,449
4,195,685
3,743,514
3,479,615
3,313,584
3,280,000
3,230,079
3,165,269
2,979,080
2,919,487
2,875,000
2,768,085
On 30 June 2016, there were 23,729 holders of ordinary shares in the capital of Milton. Holders
of ordinary shares are entitled to one vote per share.
Number of shares held Number of shareholders
1-1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
The number of holders of less than a marketable parcel of 25 shares
SUBSTANTIAL SHAREHOLDINGS as at 30 June 2016 the names and holdings of
substantial shareholders as disclosed in notices received by Milton are as follows:-
%
5.17
4.38
4.24
1.82
0.98
0.94
0.94
0.89
0.81
0.65
0.65
0.58
0.54
0.51
0.50
0.50
0.49
0.46
0.45
0.44
0.43
2,789
6,324
4,918
9,079
619
655
Substantial shareholders
Washington H. Soul Pattinson & Company Limited
Brickworks Limited(1)
(1)(Technical relevant interest as a result of its holding in Washington H. Soul Pattinson &
Company Limited)
Date of Notice
20 December 2010
7 January 2014
No. of shares
33,585,300
33,589,220
OTHER INFORMATION
Milton is taxed as a public company.
There is no current on-market buy-back.
The total number of transactions in securities undertaken by Milton was 345 and the total
brokerage paid or accrued was $395,323.
49
SHARE ISSUES HISTORY
Share Purchase Plan history
Date
10.11.1999
13.11.2000
13.11.2001
08.11.2002
31.10.2003
29.10.2004
21.10.2005
16.10.2006
Issue price per share
$ 8.75
$ 8.86
$10.79
$11.70
$13.21
$14.10
$17.11
$19.60
Acquisition of unlisted companies
Date
21.06.2002
31.12.2002
11.03.2004
01.04.2004
17.08.2006
23.08.2006
28.08.2006
21.09.2006
10.11.2006
Shares issued
2,287,200
1,739,112
2,742,777
496,809
1,000,322
1,476,254
382,404
278,103
1,888,353
Acquisition of listed investment companies
Date
31.12.2001
16.12.2010
Company
Cambooya Investments Limited
Choiseul Investments Limited
Dividend Reinvestment Plans
Date
19.10.2007
03.10.2008
09.10.2009
30.09.2013
22.10.2013
01.10.2014
02.10.2015
Date
23.03.2007
14.05.2007
20.06.2007
24.09.2007
19.02.2009
26.02.2010
20.08.2010
21.02.2013
24.02.2014
Issue price per share
$22.48
$17.85
$16.08
$19.12
5 for 1 share split
$ 4.45
$ 4.18
Shares issued
1,895,976
2,424,582
252,477
1,223,252
3,555,958
4,132,711
2,446,521
521,464
3,280,382
Shares issued
8,273,505
23,803,854
Date
04.03.2014
03.09.2014
03.03.2015
03.09.2015
03.03.2016
Share Split
Date
22.10.2013
Shares issued
187,207
698,365
712,273
998,879
921,511
Price
$4.27
$4.55
$4.56
$4.39
$4.19
Ratio
Five shares for one
The number of shares issued prior to this date have
not been adjusted for the share split.
A full list of issues to shareholders since commencement of Capital Gains Tax in September 1985 can be
found on the company’s website at www.milton.com.au
50
"CPI" FOR CAPITAL GAINS TAX
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
March
-
74.4
81.4
87.0
92.9
100.9
105.8
107.6
108.9
110.4
114.7
119.0
120.5
120.3
121.8
June
-
75.6
82.6
88.5
95.2
102.5
106.0
107.3
109.3
111.2
116.2
119.8
120.2
121.0
122.3
September
71.3
77.6
84.0
90.2
97.4
103.3
106.6
107.4
109.8
111.9
117.6
120.1
119.7
121.3
123.4
December
72.7
79.8
85.5
92.0
99.2
106.0
107.6
107.9
110.0
112.8
118.5
120.3
120.0
121.9
51
NOTES
52