2022
Annual Report
Performance
Excellence
Innovation
Annual Report
Contents
FY2022 HIGHLIGHTS
VALUES STATEMENT
CHAIRMAN’S REPORT
CEO REPORT
DIRECTORS’ REPORT
AUDITOR’S INDEPENDENT DECLARATION
FINANCIAL STATEMENTS
DIRECTORS’ DECLARATION
INDEPENDENT AUDITOR’S REPORT
CORPORATE GOVERNANCE STATEMENT
RISK MANAGEMENT STATEMENT
SHAREHOLDER INFORMATION
CORPORATE DIRECTORY
3
4
5
7
9
15
16
45
46
51
60
62
63
3
Oldfields Holdings Annual Report 2022 FY2022
Highlights
Scaffolding
Paint Tools
3
Won major rectification &
remedial projects in the
City of Armidale
Strengthened engineering &
design capability inhouse
Focused on Tier 1 and
Tier 2 Builders
Improved the production
efficiency in our China factory
Sales increase 5%
Selected as core suppliers by
Wattyl and Dulux
Streamline internal
procurement process
Worked with suppliers to
minimise the supply
chain disruption
Values
Statement
Daily at Oldfields,
we serve our
customers and
community
with integrity,
dedication,
professionalism
and reliability.
We value all our customer relationships that range from national
retailers and head contractors to independently owned family
businesses. From the executive team to the branch manager level,
our team members always seek to exceed expectations through
our products, service and behavior that is guided by our Values and
Brand DNA.
Shareholders can be proud of an “all of company” approach
We aim to create a quality service culture that will deliver reliability
and innovation at all levels of the Oldfields organisation and in
doing so, demonstrate value and reliability to our employees,
subcontractors, customers, end users and ultimately, community.
We will work hard to continue to develop our brand DNA so that
Oldfields continues to champion these values for the next 100 years.
PASSION
INNOVATION
CUSTOMER SERVICE
CORE VALUES
SAFETY & SUSTAINABILITY INTEGRITY
ACCOUNTABILITY
35
Oldfields Holdings Annual Report 2022 CHAIRMAN’S
Report
During a year of significant
macroeconomic volatility,
global supply chain
disruption, extreme weather
and the continued impacts
of COVID-19, the Oldfields
Group experienced a
combination of some
noteworthy achievements
and challenging outcomes
in FY2022.
Group revenue increases on FY2021,
with significant uplift on the back
half of FY2022 as we emerged from
pandemic restrictions, was pleasing to
see. Challenges including rising cost
pressures and market conditions saw a
considerable profitability variance with
top line revenue growth.
Growth in top line revenue was not matched
by profitability with gross margin and rising
cost pressures detracting from the overall
results. Additionally, a significant reduction in
government subsidies in relation to COVID-19
is partially attributable to the group’s
EBITDA loss.
Our people are our greatest resource,
powering our high-performance culture.
We are working to further increase
engagement, extending our people and
culture strategy and capability to attract
and retain talent whilst creating an
environment that enables them to thrive.
The board and I are proud of the resilience of
the team as they navigated the impacts of
COVID and it is encouraging to see the group
emerge from the effects of this pandemic
with determination which has contributed to
the aforementioned top line growth.
In summary, our transformation strategy
in FY2023 is focused on positioning
Oldfields for long term success, restoring
profitability and pride to an iconic
Australian brand with over 100 years of
history.
I would like to thank former CEO Mr. Richard
Abela for his leadership and guidance during
this time. Over the past six years, Richard
has navigated the business through some
challenging times with a focus Oldfields’ 100
year product heritage and quality reputation.
Richard, on behalf of the board, we wish you
every success in the future.
With COVID-19 related pressures easing,
we are optimistic that the Group
performance will continue to improve
in FY2023. I believe we are on the right
path to transform Oldfields into a more
sustainable, high performing
organisation that delivers long term
value for our shareholders.
From July 2022 we welcomed Mr. Michael
Micallef as the new CEO and Managing
Director of Oldfields. Bringing new energy
and experience to the group, Michael will
lead Oldfields’ through a necessary business
transformation, with the events in FY2022
highlighting key areas of focus.
Attention has now been turned to building
a more efficient and customer-focused
organisation with improved systems,
processes, and risk management. One
that is better positioned to adapt quickly to
changing business conditions.
On behalf of the Board, I would like to
thank our management team and our
people for their continued efforts and
commitment. Our team has been
supported by our contractors and
suppliers and I would like to thank those
groups for their contribution in running a
successful operation.
And finally, I would like to thank our
shareholders for your ongoing support.
Jonathan Doy
Chairman
65
5
6
Oldfields Holdings Annual Report 2022 It was a year of mixed fortunes with a range of
The decrease was partially attributable to the
challenges, some familiar while others new. The
reduction in government subsidies in relation to
lingering effects of the COVID-19 pandemic, a
COVID-19 from $1.2m in 2021 to $0.3m in 2022. The
fifty-year low unemployment rate, ongoing skilled
Group’s gross margin also decreased from 42.0%
labour shortages, and record rainfall across the
in 2021 to 35.4% in 2022 mainly due to increase in
Eastern Australia were all contributing factors.
market competition, skilled labour shortages and
Additionally, the continuation of global supply
supply chain costs.
chain issues, a dramatic rise in aluminum and
energy costs and major flood events stoked
Working on the Business, Whilst building for
inflation to levels not experienced for over
the Future.
30 years.
In FY2023, we will implement a robust strategic
Pleasingly, the group realized a 7.7% increase in
review and business transformation program,
revenue for the full year as pandemic restrictions
which will involve a series of measures aimed at
eased. Furthermore, group revenues of $12.5M
improving our competitiveness, our performance,
generated during the second half of the year,
and sharpening our focus on the customer
exceed revenues in the first half of the year
experience. Essentially, business transformation is
by 4.6%.
an incremental step change to better deliver on
an organisations’ core value proposition.
Revenue across our Scaffold division marginally
decreased from $18.3m in 2021 to $18.2m in 2022
As the strategy develops over the coming
with second half revenues of $9.5m compared to
months, building of processes, disciplines and
$8.7m in the first. This was namely as a result of
predictability across our core business will
restrictions easing and a recovering
be imperative.
construction sector.
Our primary goals remain unchanged – for
The Scaffolding team engaged in larger jobs with
Oldfields to be an employer of choice; be a
Tier 1 and 2 builders and won a major rectification
trusted and valued provider of products and
works contract in the City of Armidale. The
services to our customers; and to generate
Armidale project is a portfolio of 50+ buildings
superior returns for our shareholders in a
that had been impacted by major storm damage.
sustainable and responsible manner.
This project will continue to contribute notable
results for the remainder of FY23 and a key focus
I want to sincerely thank our leaders and our
of the team will be to continue to build a pipeline
employees for their dedication, passion, hard work
with similar opportunities.
and commitment during such an extraordinary
period in the Company’s history. I also would
The Paint Tools division has been less affected
like to thank Richard Abela, the former CEO, for a
due to strong sales channel development.
smooth handover with me over the last month.
Revenue increased by 4.6% on last year to $6.3m
in 2022 with Oldfields selected as a core supplier
And finally, I like to thank my fellow directors and
of paint tools by both Wattyl and Dulux as stores
the shareholders for your continued support.
in Australia and New Zealand.
Group EBITDA posted a loss of $1.0m as compared
to a profit of $0.2m in 2021.
Michael Micallef
CEO & Managing Director
CEO
Report
I’m thrilled to be writing
my first CEO’s report for
Oldfields Holdings Ltd. Since
commencing this role, it has
become progressively clear to
me that Oldfields’ rich heritage,
brand value and unsurpassed
quality provides us with unique
and untouched opportunities
across local and international
markets. Additionally, it also
clear that in order to realise
Oldfields’ true growth potential,
a sound and executable
business transformation plan
is essential.
On reflection, FY2022 marked the third
year of significant disruptions at Oldfields,
and I would like to thank everyone in the
group for their efforts and ability to remain
focused in a very challenging operating
environment.
7
8
Oldfields Holdings Annual Report 2022 Directors' Report
Your Directors present their report on the consolidated entity (referred to herein as the "Group") consisting of Oldfields Holdings Limited (referred to
hereafter as the "Company" or the "Parent Entity") and its controlled entities for the financial year ended 30 June 2022.
Directors' Details
The names and details of the Directors of the Company during the financial year and until the date of this report are set out below. Directors were in
office for this entire period unless otherwise stated.
Michael Micallef (appointed on 25 July 2022)
Chief Executive Officer and Managing Director
Mr Micallef has more than 10 years of executive leadership experience. He is a passionate and customer focused leader who adapts to go-to-market
strategies and evidenced identifying and consolidating opportunities through to execution.
Other current directorships:
None
Previous directorships (last 3 years):
None
Interest in shares and options:
Nil
Jonathan William Doy
Independent non-executive Director and Interim Chairman
Mr Doy is a director in the taxation advisory practice of William Buck Australia. He is an acknowledged specialist in tax as well as in the broader business
implications of transactions particularly in the construction and property industry.
Special responsibilities
Chairman of the Audit Committee and Member of the Remuneration & Nomination Committee
Qualifications
Bachelor of Economics, Member of AICD and Fellow Member of CPA
Other current directorships:
None
Previous directorships (last 3 years):
None
Interest in shares and options:
Nil
David John Baird
Independent non-executive Director
Mr Baird has over 30 years experience in local government, planning and environmental law.
Special responsibilities
Chairman of the Remuneration & Nomination Committee and Member of the Audit Committee
Qualifications
Bachelor of Arts and Bachelor of Laws
Other current directorships:
None
Previous directorships (last 3 years):
None
Interest in shares and options:
235,000 shares held
Jie Ma
Non-executive Director
Mr Ma has over 20 years experience in mid and high-rise construction in China and Australia.
Special responsibilities
Member of the Audit Committee and Member of the Remuneration & Nomination Committee
Qualifications
Bachelor of Industrial and Civil Engineering
Other current directorships:
None
Previous directorships (last 3 years):
None
Interest in shares and options:
85,530,329 shares held
(holds 50% of the units in the EQM Holdings Unit Trust. EQM Holdings Pty Ltd atf the EQM Holdings Unit Trust holds 85,530,329 ordinary shares)
9
Oldfields Holdings Limited
30 June 2022
Richard John Abela
Chief Executive Officer and Managing Director (resigned 25 July 2022)
Executive Director (appointed 25 July 2022)
Mr Abela has more than 20 years experience in senior/managing director roles in finance, sales & marketing and supply chain including a number of years
in the building products sector, scaffolding and trade related industries.
Qualifications
Fellow Member of CPA and Master of Business Administration
Other current directorships:
Order of Saint John of Jerusalem, Knights Hospitaller
Previous directorships (last 3 years):
None
Interest in shares and options:
201,000 shares held
Company Secretary
Alan Lee was appointed as Company Secretary on 12 June 2019.
Alan has over 25 years experience in financial reporting and controls, corporate advisory and governance, business valuation, transaction services across
a wide range of industries and sectors in Australasia and Asia. He has been Chief Financial Officer of another ASX listed company and a mid-market
private equity firm in Australia. Alan has worked in the Financial Advisory division and Assurance division of KPMG, PwC and EY in Sydney and Hong Kong.
He holds a Bachelor of Commerce and a Graduate Diploma in Applied Finance and Investment as well as a CPA in Australia and Hong Kong.
Principal Activities
The principal activities of the Group during the financial year were:
-
-
-
import and distribution of paint brushes, paint rollers, painter's tools and accessories;
hire and erection of scaffolding and related products; and
manufacture and distribution of scaffolding and related equipment.
There were no significant changes in the nature of the Group's principal activities during the financial year. The majority of operations are conducted in
Australia.
Review of Operations and Financial Results
Operating Results
Net loss for the Group after providing for income tax amounted to $4.0M (2021: $2.6M loss).
The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) has reduced from $0.2M last year to $1.0M loss this year.
The following table summarises the key reconciling items between profit/(loss) after income tax attributable to the shareholders of the Group and
EBITDA. EBITDA is a financial measure which is not prescribed by Australian Accounting Standards ("AAS") and represents the profit under AAS adjusted
for specific non cash and significant items. The Directors consider EBITDA to reflect the core earnings/(loss) of the Group.
Sales revenue
Profit (loss) after income tax
Income tax expense
Profit (loss) before income tax
Gain on early redemption of deferred senior loan note
Revaluation of deferred senior loan note
Profit (loss) before income tax, gain on early redemption and
revaluation
Interest income
Depreciation and amortisation expense
Depreciation and amortisation of right-of-use assets
Net finance costs
Unrealised foreign exchange losses
EBITDA
Dividends paid
Share price
Return on capital
2022
$'000
2021
$'000
24,474 22,716
2020
$'000
2019
$'000
24,591 24,755
2018
$'000
25,898
(4,034) (2,586) (1,222) (228) 1,550
309
219
284 416
(3,815) (2,296) (938) 188
1,859
290
-
-
-
-
(470) -
-
(237) (508) (1,936)
(3,815) (2,296) (1,645) (320) (77)
-
930
(14) -
-
739 880
600
1,602 1,472 1,415 -
240
654
165 349
(183) - 6
5
660 915
(954) 163
-
912
-
278
8
1,121
-
0.048
-
-
-
- -
0.076 0.070 0.034 0.065
6.54%
- -
-
The Group’s revenue increased by 7.7% from $22.7m to $24.5m. Revenue from the consumer products segment increased by 4.6% which had been
benefited from the post lockdown effect and the new arrangement with Wattyl. For the Scaffold segment, revenue marginally decreased by 0.6% with
the market remained competitive.
The Group’s net loss after tax was $4.0m (2021: Loss $2.6m). The Group had a loss of $3.8m before income tax (2021: Loss $2.3m).
10
Oldfields Holdings Limited
30 June 2022
The Group's EBITDA was a loss of $1.0m (2021: $0.2m profit) and the decrease was partially attributable to the reduction in government subsidies in
relation to COVID from $1.2m in 2021 to $0.3m in 2022. The Group’s gross margin also decreased from 42.0% in 2021 to 35.4% in 2022 due to increase in
market competition and supply chain costs.
Depreciation and amortisation expense for the year was $2.2m which was a decrease of $0.2m (2021: $2.4m) which reflects the impact on the review and
changes of expected useful life of some hire equipment.
Review of Operations
Refer to the CEO Report on pages 7 to 8 of the Annual Report.
Financial Position
The net assets of the Group have decreased by $3.4M from $5.0M at 30 June 2021 to $1.6M at 30 June 2022.
A key area of focus for the 2023 financial year will be to trade profitably and further increase the net asset position of the Group.
Significant Changes in State of Affairs
There were no significant changes in the state of affairs during the financial year.
Dividends
Since the start of the financial year, no dividends have been paid or declared by Oldfields Holdings Limited.
Events after the Reporting Period
There were no matters or circumstances that have arisen since 30 June 2022 which significantly affect or could affect the operations of the Group in
future years.
Future Developments, Prospects and Business Strategies
Growth strategies across both divisions and new product introductions as well as expanding sales channels both domestically and internationally is
providing the Directors confidence for an improvement of financial performance in 2023 financial year. The Paint Applications business has been
restructured to achieve critical mass and return to profitability. Strategies for Scaffolding focus on driving revenue by developing non-cyclical sectors and
major projects as well as improve efficiency in each branch.
Environmental Regulation and Performance
The Group’s operations are not subject to any particular or significant environmental regulation under the law of the Commonwealth or of a State or
Territory in Australia. The Group has established procedures whereby compliance with existing environmental regulations and new regulations are
monitored continually. This process includes procedures to be followed should an incident adversely impact the environment. The Directors are not
aware of any breaches during the period covered by this report.
Directors' Meetings
The number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attended by each
director were as follow:
Director's Name
Michael Micallef
Richard John Abela
Jonathan William Doy
David John Baird
Jie Ma
Remuneration Report (Audited)
Remuneration Policy
Board
Number
Eligible to
Attend
Number
Attended
Audit Committee
Number
Eligible to
Attend
Number
Attended
Remuneration Committee
Number
Eligible to
Attend
Number
Attended
-
12
12
12
12
-
12
11
11
4
-
-
2
2
2
-
-
2
2
-
-
-
2
2
2
-
-
2
2
-
The remuneration policy of the Group has been designed to align key management personnel (KMP) objectives with shareholder and business objectives
by providing a fixed remuneration component and offering incentives based on key performance areas affecting the consolidated entity's financial
results. The Board believes the remuneration policy to be appropriate and effective in it's ability to attract and retain the high quality KMP to run and
manage the Group, as well as create goal congruence between directors, executives and shareholders.
The Board’s policy for determining the nature and amount of remuneration for KMP of the Group is as follows:
-
-
-
-
The remuneration policy is to be developed by the Remuneration Committee and approved by the Board after professional advice is sought
from independent external consultants when required;
KMP receive a base salary (which is based on factors such as length of service and experience), superannuation, fringe benefits, and
performance incentives;
Performance incentives are generally only paid once predetermined key performance indicators (KPIs) have been met; and
The Remuneration Committee reviews KMP packages annually by reference to the Group’s performance, executive performance and
comparable information from industry sectors.
11
Oldfields Holdings Limited
30 June 2022
The performance of KMP is measured against criteria with each executive and is based predominantly on the forecast growth of the Group’s profits and
shareholders’ value. All bonuses and incentives must be linked to predetermined performance criteria. The Board may however exercise its discretion in
relation to approving incentives, bonuses and options, and can recommend changes to the Committee’s recommendations. Any change must be justified
by reference to measurable performance criteria. The policy is designed to attract high calibre executives and reward them for performance results
leading to long-term growth in shareholder wealth.
KMP receive at a minimum, a superannuation guarantee contribution required by the government, which for the 2022 financial year was 10.0% of the
individual's earnings. Individuals may however have chosen to sacrifice part of their salary to increase payments towards their superannuation.
Upon retirement, KMP are paid employee benefit entitlements accrued to the date of retirement.
All remuneration paid to KMP is valued at the cost to the Group and expensed.
The Board's policy is to remunerate non-executive directors at market rates for time, commitment and responsibilities. The Remuneration Committee
determines payments to the non-executive directors and reviews their remuneration annually based on, market practice, duties and accountability.
Independent external advice is sought when required. The maximum aggregate amount of fees that can be paid to non-executive directors is subject to
approval by shareholders at the Annual General Meeting.
Engagement of Remuneration Consultants
During the financial year there were no consultants engaged by the Remuneration Committee to review the elements of KMP remuneration and provide
recommendations.
Performance-Based Remuneration
The KPIs are set annually with a certain level of consultation with KMP. The measures are specifically tailored to the area each individual is involved in
and has a level of control over. The KPIs target areas the Board believes hold greater potential for the Group's expansion and profit, covering financial
and non-financial as well as short and long-term goals. The level set for each KPI is based on budgeted figures for the Group and respective industry
standards.
Performance in relation to the KPIs is assessed annually with bonuses being awarded depending on the number and difficulty of the KPIs achieved.
Following the assessment, the KPIs are reviewed by the Remuneration Committee in light of the desired and actual outcomes, and their efficiency is
assessed in relation to the Group’s goals and shareholder wealth before the KPIs are set for the following year.
In determining whether or not a KPI has been achieved the Group bases the assessment on audited figures, however where the KPI involves comparison
of the Group or a division within the Group to the market, independent reports may be sought from organisations such as Standard & Poors.
Employment Details of Members of Key Management Personnel
The following table provides employment details of persons who were, during the financial year, members of KMP of the Group.
Group Key Management Personnel
Michael Micallef
(appointed 25 July 2022)
Position Held
Chief Executive Officer and Managing
Director
Contract Details:
Duration unspecified.
Termination 3 months notice
Current Salary / Fees
$0
Richard John Abela
(resigned as CEO 25 July 2022)
Executive Director and Chief Executive
Officer
Duration unspecified.
Termination 3 months notice
Jonathan William Doy
David John Baird
Independent Non-executive Director
Independent Non-executive Director
Duration & termination unspecified
Duration & termination unspecified
Jie Ma
Non-executive Director
Duration & termination unspecified
Ka Lung Alan Lee
Company Secretary and Chief Financial
Officer
Duration unspecified.
Termination 3 months notice
The table below illustrates the proportion of remuneration that was performance related and fixed salary/fees.
$282,500
$40,000
$40,000
$100,000
$199,809
Michael Micallef
Richard John Abela
Jonathan William Doy
David John Baird
Jie Ma
Ka Lung Alan Lee
Performance
Related
%
Fixed
%
- 100
- 100
- 100
- 100
- 100
- 100
Total
%
100
100
100
100
100
100
The employment terms and conditions of all KMP are formalised in contracts of employment.
There are no pre-defined termination benefits payable to key management personnel other than accrued leave entitlements.
In addition to the above,
the Group is committed to pay the CEO and the CFO up to 6 months of base salary each in the event of a successful takeover offer and their positions are
terminated or made effectively redundant.
12
Oldfields Holdings Limited
30 June 2022
Remuneration Expenses for Key Management Personnel
The following table of benefits and payments represents the components of the current year and comparative year remuneration expenses for each
member of KMP of the Group. Such amounts have been calculated in accordance with Australian Accounting Standards:
Executive Directors
Michael Micallef
Richard John Abela
Ka Lung Alan Lee
Non-Executive Directors
Jonathan William Doy
David John Baird
Jie Ma
2022 Total KMP
2021 Total KMP
Year
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
258,964
246,117
182,349
182,001
39,091
40,000
40,000
40,000
100,000
100,000
620,404
608,118
Short-Term Benefits
Long-Term
Benefits
Post
Employment
Benefits
Cash Salary
and Fees
$
Cash
Bonuses &
Incentives
$
Non-
Monetary
Benefits
$
Movement in
Leave
Entitlements
$
Leave
Entitlements
$
Super-
annuation
$
Total
$
- -
- -
- -
- -
- - 11,156
- - 7,062
- - 9,634
- - 8,659
-
-
-
-
-
-
-
-
-
-
23,536 293,656
275,712
22,533
209,443
17,460
209,185
18,525
-
-
-
-
-
-
-
-
- -
- -
- - 20,790
15,721
-
-
-
- -
- -
- -
- -
- -
-
-
909
-
-
-
-
-
40,000
40,000
40,000
40,000
100,000
100,000
41,905 683,099
664,897
41,058
Securities Received that are not Performance Related
No members of KMP are entitled to receive securities that are not performance-based as part of their remuneration package.
Performance-Related Share-based Payments
There were no performance-related share-based payments made to key management personnel during the year.
Options and Rights Granted as Remuneration
There were no options or rights granted as remuneration during the year.
Shares held by Key Management Personnel
The number of ordinary shares in Oldfields Holdings Limited held during the 2022 financial year by each of the KMP of the Group is as follows:
Michael Micallef
Richard John Abela
Jonathan William Doy
David John Baird
Jie Ma*
Alan Lee
Total
Number at
Beginning of
Year
Granted as
Remuneration
During the
Year
Issued on
Exercise of
Options
During the
Year
Other
Changes
During the
Year
201,000
- -
-
- -
235,000
85,530,329
- -
-
-
- -
-
85,966,329
-
-
-
- -
-
-
- -
-
-
-
Number at
End of Year
-
201,000
-
235,000
85,530,329
-
85,966,329
* holds 50% of the units in the EQM Holdings Unit Trust. EQM Holdings Pty Ltd atf the EQM Holdings Unit Trust holds 85,530,329 ordinary shares
Other Transactions with Key Management Personnel
There were no other transactions conducted between the Group and KMP or their related parties, other than those disclosed above or in note 30 relating
to equity, compensation and loans, that were conducted other than in accordance with normal employee, customer or supplier relationships on terms no
more favourable than those reasonably expected under arm’s length dealings with unrelated persons.
(This concludes the Remuneration Report which has been audited)
13
Oldfields Holdings Limited
30 June 2022
Indemnifying Officers
During or since the end of the financial year, the Company has given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay
insurance premiums as follows:
‐
The Company has paid premiums to insure all past, present and future Directors against liabilities for costs and expenses incurred by them
in defending legal proceedings arising from their conduct while acting in the capacity of Directors of the Company, other than conduct
involving a wilful breach of duty in relation to the Company. The contract of insurance prohibits disclosure of the nature of liability and the
amount of the premium.
Proceedings on Behalf of Company
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party
for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings.
The Company was not a party to any such proceedings during the year.
Options
At the date of this report, 40,000,000 unlisted and detached warrants were issued to PURE Asset Management with exercise price of $0.105 each.
Rounding
Oldfields Holdings Limited has applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191.
Accordingly, amounts in the financial statements have been rounded to the nearest thousand dollars unless otherwise stated.
Non‐Audit Services
The Board of Directors, in accordance with advice from the Audit Committee, is satisfied that the provision of non‐audit services during the year is
compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are satisfied that the services
disclosed below did not compromise the external auditor’s independence for the following reasons:
‐
‐
all non‐audit services are reviewed and approved by the Audit Committee prior to commencement to ensure they do not adversely affect
the integrity and objectivity of the auditor; and
the nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES
110: Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.
Details of the amount paid to the auditors of the Company, BDO Audit Pty Ltd, and its related practices for audit and non‐audit services provided during
the year are set out in note 28 to the financial statements.
Auditor's Independence Declaration
A copy of the auditor's independence declaration as required under section 307C of the Corporation Act 2001 is set out on the following page.
This Directors' Report is signed in accordance with the resolution of the Board of Directors.
Jonathan Doy
Dated:
2 October 2022
14
Oldfields Holdings Limited
30 June 2022
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret St
Sydney NSW 2000
Australia
DECLARATION OF INDEPENDENCE BY RYAN POLLETT TO THE DIRECTORS OF OLDFIELDS HOLDINGS
LIMITED
As lead auditor of Oldfields Holdings Limited for the year ended 30 June 2022, I declare that, to the
best of my knowledge and belief, there have been:
1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in
relation to the audit; and
2. No contraventions of any applicable code of professional conduct in relation to the audit.
This declaration is in respect of Oldfields Holdings Limited and the entities it controlled during the
period.
Ryan Pollett
Director
BDO Audit Pty Ltd
Sydney, 2 October 2022
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members
of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent
member firms. Liability limited by a scheme approved under Professional Standards Legislation.
Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Page
17
18
19
20
21
General Information
The financial report includes the consolidated financial statements for Oldfields Holdings Limited (the ultimate parent entity) and its controlled entities
("Oldfields" or the "Group"). The financial report is presented in Australian dollars, which is Oldfields Holdings Limited's functional and presentation
currency.
The financial report consists of the financial statements , notes to the financial statements and the directors' declaration.
Oldfields Holdings Limited is a listed public company limited by shares, incorporated and domiciled in Australia. It's registered office and principal place of
business is:
8 Farrow Road
Campbelltown, NSW, 2560, Australia
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial
report. The financial report was authorised for issue with a resolution of Directors on 2 October, 2022. The Directors have the power to amend and reissue
the financial report.
16
Oldfields Holdings Limited
30 June 2022
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
For the year ended 30 June 2022
Sales revenue
Cost of sales
Gross profit
Other income
Expenses:
Depreciation and amortisation expense
Depreciation and amortisation of right-of-use assets
Other expenses from ordinary activities:
Sales and distribution expenses
Marketing expenses
Occupancy expenses
Administrative expenses
Finance costs
Loss before income tax
Tax expense
Net loss from continuing operations
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations, net of tax
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Net loss for the year attributable to:
Members of the parent entity
Non-controlling interest
Total net loss for the year
Comprehensive income attributable to:
Members of the parent entity
Non-controlling interest
Total comprehensive income for the year
Note
4
4
5
5
5
6
2022
$'000
24,474
(15,799)
8,675
2021
$'000
22,716
(13,181)
9,535
586
1,183
(600)
(1,602)
(6,227)
(116)
(320)
(3,557)
(654)
(3,815)
(219)
(4,034)
(930)
(1,472)
(7,228)
(217)
(286)
(2,641)
(240)
(2,296)
(290)
(2,586)
92
92
(27)
(27)
(3,942)
(2,613)
(4,296)
262
(4,034)
(2,846)
260
(2,586)
(4,204)
262
(3,942)
(2,873)
260
(2,613)
Earnings per share from continuing operation attributable to members of the parent entity
Basis earnings per share
Diluted earnings per share
Note
22
22
Cents
Cents
(2.562)
(2.562)
(1.697)
(1.697)
The accompanying notes form part of these financial statements.
17
Oldfields Holdings Limited
30 June 2022
Consolidated Statement of Financial Position
As at 30 June 2022
Note
2022
$'000
2021
$'000
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
Right-of-use assets
Intangible assets
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Borrowings
Lease liabilities
Current tax liabilities
Employees benefit obligations
TOTAL CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Lease liabilities
Deferred tax liabilities
Employees benefit obligations
TOTAL NON-CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Warrant reserve
Other reserves
Accumulated loss
Parent interest
Non-controlling interest
TOTAL EQUITY
7
8
9
6
10
11
12
13
14
15
6
16
15
6
16
19
20
20
23
23
1,426
6,518
3,740
95
11,779
2,606
3,400
1,001
7,007
18,786
7,841
4,308
794
-
993
13,936
2,961
198
75
3,234
17,170
1,022
4,089
2,568
85
7,764
3,119
3,469
1,036
7,624
15,388
4,903
390
1,477
97
929
7,796
2,309
177
51
2,537
10,333
1,616
5,055
26,086
692
84
(26,061)
801
815
1,616
26,086
-
(8)
(21,765)
4,313
742
5,055
The accompanying notes form part of these financial statements.
18
Oldfields Holdings Limited
30 June 2022
Consolidated Statement of Changes in Equity
For the year ended 30 June 2022
Balance at 1 July 2021
Comprehensive income
Profit (loss) for the year
Other comprehensive income for the
year
Total comprehensive income for the
year
Transactions with owners in their
capacity as owners
Issue of share capital
Warrants issued
Dividends provided for or paid
Total transactions with owners and
other transfers
Note
20
19
20
21
Issued
Capital
$'000
26,086
-
-
-
-
-
-
-
Balance at 30 June 2022
26,086
For the year ended 30 June 2021
Balance at 1 July 2020
Comprehensive income
Profit (loss) for the year
Other comprehensive income for the
year
Total comprehensive income for the
year
Transactions with owners in their
capacity as owners
Issue of share capital
Dividends provided for or paid
Total transactions with owners and
other transfers
Note
20
19
21
Issued
Capital
$'000
26,086
-
-
-
-
-
-
Balance at 30 June 2021
26,086
-
-
-
-
-
692
-
692
692
-
-
-
-
-
-
-
-
Warrant
Reserve
$'000
Other
Reserves
$'000
Accumulated
Losses
$'000
(8)
(21,765)
Non-
Controlling
Interests
$'000
742
Subtotal
$'000
4,313
Total
$'000
5,055
-
(4,296)
(4,296)
262
(4,034)
-
92
-
92
(4,296)
(4,204)
262
(3,942)
92
92
-
-
-
-
(27)
(27)
-
-
-
-
-
-
-
84
(26,061)
-
692
-
692
801
-
-
(189)
(189)
815
-
692
(189)
503
1,616
Non-
Controlling
Interests
$'000
747
Subtotal
$'000
7,186
Total
$'000
7,933
-
(2,846)
(2,846)
260
(2,586)
-
(27)
-
(27)
(2,846)
(2,873)
260
(2,613)
-
-
-
-
-
-
-
(265)
(265)
742
-
(265)
(265)
5,055
(8)
(21,765)
4,313
Warrant
Reserve
$'000
Other
Reserves
$'000
Accumulated
Losses
$'000
19
(18,919)
The accompanying notes form part of these financial statements.
19
Oldfields Holdings Limited
30 June 2022
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Other income received
Finance costs
Income tax paid
Net cash provided by (used in) operating activities
INVESTING ACTIVITIES
Purchase of property, plant and equipment
Payments for intangibles
Net cash used in investing activities
FINANCING ACTIVITIES
Proceeds from borrowings
Repayment of borrowings
Loans from related party
- proceeds from borrowings
- repayments made
Lease repayments
Dividends paid by controlled entities to non-controlling interests
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year
Note
2022
$'000
2021
$'000
24,252
(25,984)
(1,732)
586
(621)
(304)
(2,071)
(241)
(11)
(252)
4,285
(400)
469
(469)
(969)
(189)
2,727
25,103
(24,564)
539
1,183
(240)
(224)
1,258
(693)
(141)
(834)
376
(383)
275
-
(1,190)
(265)
(1,187)
404
(763)
404
1,022
1,426
(763)
1,785
1,022
7
10
12
21
7
The accompanying notes form part of these financial statements.
20
Oldfields Holdings Limited
30 June 2022
Notes to the Consolidated Financial
Statements
Note 1
General Information and Statement of Compliance
Note 2
Summary of Significant Accounting Policies
Note 3
Segment Information
Note 4
Revenue and Other Income
Note 5
Expenses
Note 6
Income Taxes
Note 7
Cash and Cash Equivalents
Note 8
Trade and Other Receivables
Note 9
Inventories
Note 10
Property, Plant and Equipment
Note 11
Right -of-Use Assets
Note 12
Goodwill and Other Intangible Assets
Note 13
Trade and Other Payables
Note 14
Borrowings
Note 15
Lease Liabilities
Note 16
Provisions
Note 17
Financial Risk Management
Note 18
Impairment of Non-Financial Assets
Note 19
Share Capital
Note 20
Reserves
Note 21
Dividends
Note 22
Earnings per Share
Note 23
Accumulated Losses
Note 24
Subsidiaries
Note 25
Commitments and Contingencies
Note 26
Events After the Reporting Period
Note 27
Parent Entity Disclosures
Note 28
Auditor's Remuneration
Note 29
Related Party Transactions
Note 30
Deed of Cross Guarantee
Note 31
Changes in Liabilities Arising from Financing Activities
Page
22
22
25
27
28
28
29
30
31
31
32
33
33
34
34
35
36
38
38
39
39
39
40
41
42
42
42
43
43
44
44
21
Oldfields Holdings Limited
30 June 2022
Notes to the Consolidated Financial
Statements
1. General Information and Statement of Compliance
These consolidated financial statements and notes represent those of Oldfields Holdings Limited and Controlled Entities (the “Consolidated Group” or
“Group”). The separate financial statements of the Parent Entity, Oldfields Holdings Limited, have not been presented within this financial report as
permitted by the Corporations Act 2001 .
2. Summary of Significant Accounting Policies
2.1 Statement of Compliance
These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the
Australian Accounting Standards Board ('AASB') and the Corporations Act 2001, as appropriate for for‐profit oriented entities. These financial statements
also comply with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB'). Material
accounting policies adopted in the preparation of these financial statements are presented below and have been consistently applied unless stated
otherwise.
2.2 Basis of Preparation
The financial statements have been prepared on the historical cost basis except for, where applicable, the revaluation of available‐for‐sale financial
assets, financial assets and liabilities at fair value through profit or loss, certain classes of property, plant and equipment and derivative financial
instruments.
Where applicable, comparative figures are adjusted to conform to changes in classification and presentation for the current financial year.
2.3 Going Concern
This financial report has been prepared on the going concern basis, which contemplates the continuity of normal business activities and the realisation of
assets and settlement of liabilities in the normal course of business. During the year ended 30 June 2022, the Group incurred a net loss after tax of $4.0m
(30 June 2021: $2.6m), net cash outflows from operating activities of $2.07m (2021: inflow of $1.26m) and was in a net current liability position of $2.16m
(30 June 2021: $0.03m). In addition, as at 30 June 2022, a continuing review event under the terms of the Facility Agreement with Pure Asset
Management (‘PURE’) occurred as a result of the Group’s trailing 6‐month EBITDA to June 2022 falling below the covenant. Subsequent to year end,
PURE agreed to waive their rights to the default by the Group.
The Group has prepared a detailed cash flow forecast which estimates a positive cash position over the 12‐month period from the date of authorisation
of this financial report.
Further:
‐
‐
‐
the Group has raised $5.0m of additional debt facility during the year;
the Group’s recorded positive financial results in the first 2 months of FY2023. The directors and management are confident that this
will continue in FY2023. The Company is also working on a cost review program to streamline the activities; and
the Group’s major shareholder, EQM Holdings Pty Ltd, has confirmed that they will provide the financial support necessary for the
Group to be able to continue its normal course of operations including paying its debts as and when they become payable for a period
of 12 months from the date of signing the 30 June 2022 Full Year Report.
If the Group requires additional funding in the FY2023, this will be sourced through the existing shareholder to support its operations. To date, the
Directors have been successful in obtaining financing through the issuance of the loan and therefore, there is a strong expectation that alternate sources
of funding can be sourced. As such, the financial report has been prepared on a going concern basis.
2.4 Functional and Presentation Currency
The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity
operates. The consolidated financial statements are presented in Australian dollars which is the Parent Entity's functional currency.
2.5 Rounding
The parent entity has applied the relief available to it under ASIC Corporations (Rounding in Financial/Directors' Reports) Instrument 2016/191 .
Accordingly, amounts in the financial statements have been rounded to the nearest thousand dollars unless otherwise stated.
2.6 Key Judgements, Estimates and Assumptions
In the process of applying the Group's accounting policies, management has made a number of judgements, applied estimates and assumptions of future
events. Judgements, estimates and assumptions which are material to the Group's financial report are discussed below and in the following notes:
‐ Revenue and other income
‐ Income taxes
‐ Trade and other receivables
‐ Inventories
‐ Property, plant and equipment
‐ Goodwill and other intangible assets
‐ Borrowings
‐ Lease liabilities
‐ Provisions
‐ Warrants reserve
22
Oldfields Holdings Limited
30 June 2022
2.7 Principles of Consolidation
The consolidated financial statements incorporate all of the assets, liabilities and results of Oldfields Holdings Limited and all of the subsidiaries.
Subsidiaries are entities the Parent controls. The Parent controls an entity when it is exposed to, or has rights to variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity.
The assets, liabilities and results of all subsidiaries are fully consolidated into the financial statements of the Group from the date on which control is
obtained by the Group. The consolidation of a subsidiary is discontinued from the date that control ceases. Inter-company transactions, balances and
unrealised gains or losses on transactions between Group entities are fully eliminated on consolidation. Where necessary, accounting policies of
subsidiaries are changed and adjustments made where necessary to ensure uniformity of the accounting policies adopted by the Group.
Equity interests in a subsidiary not attributable, directly or indirectly, to the Group are presented as ‘Non-Controlling Interests’. The Group initially
recognises non-controlling interests that are present ownership interests in subsidiaries and are entitled to a proportionate share of the subsidiary’s net
assets on liquidation at either fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net assets. Subsequent to initial
recognition, non-controlling interests are attributed their share of profit or loss and each component of other comprehensive income. Non-controlling
interests are shown separately within the equity section of the statement of financial position and statement of profit or loss and other comprehensive
income.
2.8 Business Combinations
Business combinations occur where an acquirer obtains control over one or more businesses.
A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common
control. The business combination will be accounted for from the date that control is obtained, whereby the fair value of the identifiable assets acquired
and liabilities assumed, including contingent liabilities, are recognised (subject to certain limited exemptions).
When measuring the consideration transferred in the business combination, any asset or liability resulting from a contingent consideration arrangement
is also included. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is
accounted for within equity.
All transaction costs incurred in relation to business combinations, other than those associated with the issue of a financial instrument, are recognised as
expenses in the profit or loss and other comprehensive income statement when incurred.
The acquisition of a business may result in the recognition of goodwill or a gain from a bargain purchase.
2.9 Foreign Currency
Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency
monetary items are translated at the year end exchange rate. Non-monetary items measured at historical cost continue to be carried at the exchange
rate at the date of the transaction. Non-monetary items measured at fair value are reported at the exchange rate at the date when fair values were
determined.
Exchange differences arising on the translation of monetary items are recognised in profit or loss, except where deferred in equity as a qualifying cash
flow or net investment hedge.
Exchange differences arising on the translation of non-monetary items are recognised directly in other comprehensive income to the extent that the
underlying gain or loss is recognised in other comprehensive income, otherwise the exchange difference is recognised in the profit or loss.
The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as
follows:
(i) assets and liabilities are translated at exchange rates prevailing at the end of the reporting period;
(ii)
(iii) retained earnings are translated at the exchange rates prevailing at the date of the transaction.
income and expenses are translated at average exchange rates for the period; and
Exchange differences arising on translation of foreign operations with functional currencies other than Australian dollars are recognised in other
comprehensive income and included in the foreign currency translation reserve in the statement of financial position. The cumulative amount of these
differences is reclassified into profit or loss in the period in which the operation is disposed of.
2.10 Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction or production of assets that necessarily take a substantial period of time to prepare
for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
2.11 Leases
The Group as a Lessee
The Group makes the use of leading arrangements principally for the provision of the warehouse/ office space, forklift equipment, motor vehicles and
printers. The group does not enter into sale and leaseback arrangements.
All the leases are negotiated on an individual basis and contain a wide variety of different term and conditions such as purchase options and escalation
clauses. The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain
substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.
Only motor vehicle lease contracts contain both lease and non-lease components. These non-lease components are usually associated with servicing and
repair contract.
Measurement and recognition of leases as a lessee
At lease commencement date, the Group recognises a right-of -use asset and a lease liability in its consolidated statement of financial position. The right-
of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an
estimate of any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any
lease payments made in advance of the lease commencement date(net of any incentives received).
23
Oldfields Holdings Limited
30 June 2022
The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term.
The Group also assesses the right-of-use asset for impairment when such indicators exist. At the commencement date, the Group measures the lease
liability at the present value of the lease payments unpaid at that date, discounted using the Group’s incremental borrowing rate because as the lease
contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease.
The incremental borrowing rate is the estimated rate that the Group would have to borrow the same amount over a similar term, and with similar
security to obtain and asset of equivalent value.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based
on an index or rate, amounts expected to be payable under residual value guarantee and payments arising from options reasonably certain to be
exercised.
Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs.
The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.
The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a
change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the Group’s incremental borrowing
rate at the date of reassessment when the rate implicit in the lease cannot be readily determined.
The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception
being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognised in profit or loss.
Payments under lease can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future
payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review.
The measurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of-use asset to reflect the full or partial termination
of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognised
in profit or loss.
The right-of-use asset is adjusted for all other lease modifications. The Group has elected to account for low-value assets using the practical expedients.
These leases related to mobile IT devices such as computer monitors, laptops and mobile telephones. Instead of recognising a right-of-use asset and
lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.
The Group as a Lessor
As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the
risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not.
Amounts due from lessees under finance leases are recognised as receivables at the amount of the Group’s net investment in the leases.
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating
and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.
2.12 Financial Instruments
Initial Recognition and Measurement
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets
and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets
or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Classification and Subsequent Measurement
Financial assets that meet the following conditions are measured subsequently at amortised cost:
-
-
Held within a business model whose objective is to hold financial assets in order to collect contractual cash flows;
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
Financial assets that meet the following conditions are measured subsequently at fair value through other comprehensive income (FVTOCI):
-
-
The financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling the
financial assets;
The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.
By default, all other financial assets are measured subsequently at fair value through profit or loss (FVTPL).
As at 30 June 2022, the Group’s financial assets consist of cash and cash equivalents and trade and other receivables which are measured at amortised
cost in accordance with the above accounting policy.
Non-derivative financial liabilities are initially measured at fair value and are subsequently measured at amortised cost. Gains or losses are recognised in
profit or loss through the amortisation process and when the financial liability is derecognised.
As at 30 June 2022, the Group’s financial liabilities consist of trade and other payables, finance lease and borrowings liabilities which are measured at
amortised cost in accordance with the above accounting policy.
24
Oldfields Holdings Limited
30 June 2022
2.13 Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the
Australian Taxation Office (ATO).
Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from or payable to the
ATO is included with other receivables or payables in the statement of financial position.
Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from or
payable to the ATO are presented as operating cash flows included in receipts from customers or payments to suppliers.
2.14 Comparative Figures
When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.
Where the Group retrospectively applies an accounting policy, makes a retrospective restatement or reclassifies items in it's financial statements, an
additional (third) statement of financial position as at the beginning of the preceding period in addition to the minimum comparative financial statement
is presented.
2.15 Other Accounting Policies
Significant and other accounting policies that summarise the measurement basis used and are relevant to the understanding of the financial statements
are provided throughout the notes to the financial statements.
3. Segment Information
The Group has identified its operating segments based on the internal reports that are reviewed and used by Chief Operating Decision Maker (CODM),
being the Board of Directors, in assessing performance and in determining the allocation of resources.
The Group is managed primarily on the basis of product category and service offerings as the diversification of the Group's operations inherently have
notably different risk profiles and performance assessment criteria. Operating segments are therefore determined on the same basis.
Reportable segments disclosed are based on aggregating operating segments where the segments are considered to have similar economic
characteristics and are also similar with respect to the following:
- The products sold and/or services provided by the segment;
- The manufacturing process;
- The type or class of customer for the products or service;
- The distribution method; and
- Any external regulatory requirements.
Operating segments are presented using the 'management approach', where the information presented is on the same basis as the internal reports
provided to the CODM. The CODM is responsible for the allocation of resources to operating segments and assessing their performance.
Unless stated otherwise, all amounts reported to the Board of Directors, being the CODM with respect to operating segments, are determined in
accordance with accounting policies that are consistent with those adopted in the annual financial statements of the Group.
The primary operating segments during the current financial period were:
(i)
(ii)
Consumer Products
The consumer products segment imports, manufactures and distributes paint brushes, paint rollers, painter's tools, garden sheds and
outdoor storage systems.
Scaffolding
The scaffolding segment manufactures and distributes scaffolding and related equipment.
scaffold and access solutions to the building maintenance and construction industries.
In addition, this segment is engaged in hiring
3.1 Operating Segment Performance
Year ended 30 June 2022
Revenue
Sale of goods
Hire and erection revenue
Total segment revenue
Government grants and subsidies
Other income
Total other revenue
Total revenue and other income
Adjusted segment EBITDA
Depreciation and amortisation expense
Depreciation and amortisation of right-of-use assets
Finance costs
Unrealised foreign exchange loss
Profit (loss) before income tax
Income tax expense
Profit (loss) after income tax
Consumer
Products
$'000
Scaffolding
$'000
Intersegment
Eliminations/
Unallocated
$'000
6,287
-
6,287
4
1
5
3,087
15,100
18,187
-
246
246
6,292
18,433
(39)
(8)
(196)
-
-
(243)
-
(243)
(223)
(536)
(1,232)
-
-
(1,991)
(219)
(2,210)
-
-
-
326
9
335
335
(692)
(56)
(174)
(654)
(5)
(1,581)
-
(1,581)
Total
$'000
9,374
15,100
24,474
330
256
586
25,060
(954)
(600)
(1,602)
(654)
(5)
(3,815)
(219)
(4,034)
25
Oldfields Holdings Limited
30 June 2022
Year ended 30 June 2021
Revenue
Sale of goods
Hire and erection revenue
Total segment revenue
Government grants and subsidies
Other income
Total other revenue
Total revenue and other income
Adjusted segment EBITDA
Depreciation and amortisation expense
Depreciation and amortisation of right-of-use assets
Finance costs
Unrealised foreign exchange loss
Profit (loss) before income tax
Income tax expense
Profit (loss) after income tax
Consumer
Products
$'000
6,009
-
6,009
-
3
3
Scaffolding
$'000
4,299
13,994
18,293
-
4
4
6,012
18,297
(74)
(6)
(172)
(48)
-
(300)
-
(300)
(39)
(899)
(1,078)
(159)
-
(2,175)
(290)
(2,465)
Intersegment
Eliminations/
Unallocated
$'000
(1,586)
-
(1,586)
1,176
-
1,176
(410)
276
(25)
(222)
(33)
183
179
-
179
Total
$'000
8,722
13,994
22,716
1,176
7
1,183
23,899
163
(930)
(1,472)
(240)
183
(2,296)
(290)
(2,586)
All inter-segment transactions are eliminated on consolidation of the Group's financial statements.
Corporate charges are allocated to reporting segments based on the segment's overall proportion of revenue generation within the Group. The Board of
Directors believes this is representative of likely consumption of head office expenditure that should be used in assessing segment performance and cost
recoveries.
Adjusted segment EBITDA excludes discontinued operations and the effects of individually significant expenditure, such as restructuring costs, legal
expenses, and impairments when the impairment is the result of an isolated non-recurring event. It also excludes the effects of equity-settled share-
based payments when applicable and unrealised gains or losses on financial instruments.
Interest revenue and finance cost are not allocated to segments as this type of activity is driven by the central treasury function which manages the cash
position of the Group.
3.2 Operating Segment Assets and Liabilities
As at 30 June 2022
Segment assets
Segment liabilities
Segment net assets
As at 30 June 2021
Segment assets
Segment liabilities
Segment net assets
Consumer
Products
$'000
3,055
(4,192)
(1,137)
Consumer
Products
$'000
2,728
(3,784)
(1,056)
Intersegment
Eliminations/
Unallocated
$'000
(938)
(5,555)
(6,493)
Intersegment
Eliminations/
Unallocated
$'000
(1,598)
(3,357)
(4,955)
Scaffolding
$'000
16,669
(7,423)
9,246
Scaffolding
$'000
14,258
(3,192)
11,066
Total
$'000
18,786
(17,170)
1,616
Total
$'000
15,388
(10,333)
5,055
Where an asset is used across multiple segments, the asset is allocated to the segment that receives the majority of the economic value from the asset.
In most instances segment assets are clearly identifiable on the basis of their nature and physical location.
Liabilities are allocated to segments where there is direct nexus between the incurrence of the liability and the operations of the segment. Borrowings
and tax liabilities are generally considered to relate to the Group as a whole and are not allocated. Segment liabilities include trade and other payables
and certain direct borrowings.
Inter-segment loans payable and receivable are initially recognised at the consideration received/to be received net of transaction costs. If intersegment
loans receivable and payable are not on commercial terms, these are not adjusted to fair value based on market interest rates.
26
Oldfields Holdings Limited
30 June 2022
4. Revenue and Other Income
The Group derives the following types of revenue:
Revenue from contracts with customers
Sale of goods
Revenue from services
Revenue from operating leases
Hire of equipment
Total sales revenue
Other income
Government grants and subsidies
Other income
Total other income
Total revenue and other income from continuing operations
2022
$'000
9,374
10,048
2021
$'000
8,722
8,169
5,052
24,474
5,825
22,716
330
256
586
25,060
1,176
7
1,183
23,899
4.1 Recognition and Measurement
Oldfields is predominately a provider of scaffolding equipment for hire or sale and paint tools for sales with revenue primarily generated via dry hire,
project hire or sale.
The company generates revenue via provision of equipment for hire, services and the sales or product. Revenue generated from hire or equipment only
is referred to as “dry hire” revenue.
Project hire or “wet hire” revenue includes “dry hire” revenue plus labour services, cartage services. Consumable sales and/or other services which are
recognised over time as services can be staged progressively as they are rendered. These forms of contracts may vary in scope; however, all project hire
has one common performance obligation, being the provision of scaffolding structures to the customer which includes the scaffolding equipment, the
labour on installation and dismantling, cartage (transport to and from the customer) and any ancillary materials that are required to fulfill the obligation.
To determine whether to recognise revenue, the Group follow a 5-step process:
Identifying the contract with a customer
Identifying the performance obligations
Determining the transaction price
Allocating the transaction price to the performance obligations
Recognising revenue when/as performance obligation(s) are satisfied
1)
2)
3)
4)
5)
Hire of equipment
Scaffolding equipment are rented to customers under operating leases with rental periods averaging one month to less than one year.
The rental can be arranged as dry hire where only equipment is provided to the customer and revenue is recognised at fixed rates over the period of hire;
or as part of a project hire where Oldfields supplies labour and cartage services between warehouse and building sites.
Revenue recognition on equipment hire commences once scaffold equipment is either collected by the customer, delivered to the customer or once a
scaffolding structure has been certified to be safe and access granted to customers or control otherwise passes to a customer.
Revenue is recognised over straight-line bases over the life of the hire agreements per AASB 16 leases.
Labour and cartage services
Revenue from providing scaffolding labour in installation and dismantling, and equipment cartage, being transport to and from the customer, are
recognised at one or more points in time as services can be staged progressively as they are rendered.
Revenue is recognised based on the actual service provided to the end of the reporting period because the customer receives and uses the benefits
simultaneously.
Labour and cartage services revenue are recognized over time under AASB 15 Revenue from Contracts with Customers.
Scaffold equipment and Paint Tool sales and other services
Revenue from sales are measured as the transaction price net of returns, trade discounts and volume rebates.
Revenue is recognized when control of the goods or services are transferred to customers which is generally upon delivery to or collection by the
customer depending on the contract with customer.
Discounts are recognised as a reduction in revenue until management determine that it is highly probable that no significant reversal of revenue will
occur.
Revenue recognition of consumable sales and other services are at a point in time when control passes which is typically upon delivery or collection as
under AASB 15 Revenue from Contracts with Customers.
Grants
Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received, and the Group
satisfies all attached conditions. The Company has received Job Saver and Job Keeper grants which have been reported under other income on the
consolidated statement of profit or loss.
Other income
Other revenue is recognised when it is received or when the right to receive payment is established.
27
Oldfields Holdings Limited
30 June 2022
5. Expenses
Profit before income tax includes the following specific expenses by nature:
Inventory recognised as an expense during the year
Depreciation expense on property, plant and equipment
Depreciation expense on right-of-use assets
Amortisation expense
Employee benefits expense
Finance costs:
Interest paid to related parties
Interest paid to unrelated parties
Hire purchase charges
Facility fee
Interest on operating leases
6. Income Taxes
Income tax expense recognised in the income statement
Current tax
Current tax on profits for the year
Total current tax expense
Deferred income tax
Increase in deferred tax assets
Decrease in deferred tax liabilities
Total deferred tax expense
Total income tax expense
Tax reconciliation
(Loss) profit before income tax expense
Tax at the Australian tax rate of 25% (2021: 26%)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Non-allowable items
Revaluation of derivative element of DSLN not deductible
Less tax effect of:
Net tax effect loss (profit) from overseas operations
Current year tax loss not brought to account
Income tax expense
Unrecognised tax assets
Tax losses
Tax losses for which no deferred tax asset has been recognised
Operating losses
Capital losses
Potential tax benefit @ 25% (2021: 26%)
Current tax assets
Income tax assets
Total current tax assets
Current tax liabilities
Income tax liabilities
Total current tax liabilities
Note
10
11
12
29
2022
$'000
2021
$'000
16,243
12,704
556
1,602
44
911
1,472
19
10,859
11,348
35
372
54
29
164
654
2022
$'000
219
219
(13)
13
-
219
6
9
62
-
163
240
2021
$'000
278
278
(7)
19
12
290
2022
$'000
(3,815)
2021
$'000
(2,296)
(954)
(597)
5
8
(941)
177
983
219
2022
$'000
2
-
(595)
(139)
1,024
290
2021
$'000
15,639
273
3,978
14,656
273
3,882
2022
$'000
95
95
$'000
-
-
2021
$'000
85
85
$'000
97
97
28
Oldfields Holdings Limited
30 June 2022
6. Income Taxes (continued)
Deferred tax liability in the statement of financial position
Employee benefits
Expected credit losses
Fixed assets
Other
Net deferred tax liabilities
2022
$'000
(34)
30
(185)
(9)
(198)
2021
$'000
(34)
40
(208)
25
(177)
6.1 Recognition and Measurement
The income tax expense for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each
jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the
countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in
tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the
basis of amounts expected to be paid to the tax authorities.
The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for
each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.
Deferred income tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and
their carrying amounts in the consolidated financial statements. However deferred tax liabilities are not recognised if they arise from the initial
recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than
a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using
tax rates and laws that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.
Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign
operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not
reverse in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax
balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Tax Consolidation
Oldfields Holdings Limited and its wholly-owned subsidiaries have implemented the tax consolidation legislation. As a consequence these entities are
taxed as a single entity and the deferred tax assets and liabilities of these entities are set off in the consolidated financial statements.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly
in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.
6.2 Key Judgements, Estimates and Assumptions: Unrecognised Deferred Tax Benefits
The Group has unrecognised benefits relating to carried forward losses. The unused tax losses were incurred by the Australian tax consolidated group.
The losses are currently not recognised as it is not sufficiently probable that the Group will generate taxable income in the foreseeable future that will
allow the losses to be utilised. The availability of the tax losses is also subject to the Group satisfying either the continuity of ownership or same business
test.
7. Cash and Cash Equivalents
Cash on hand
Cash at bank
Short term deposits
Total cash and cash equivalents
Reconciliation to statement of cash flows
Cash and cash equivalents
Balances per statement of cash flows
2022
$'000
1
1,309
116
1,426
2022
$'000
1,426
1,426
2021
$'000
2
904
116
1,022
2021
$'000
1,022
1,022
29
Oldfields Holdings Limited
30 June 2022
7. Cash and Cash Equivalents (continued)
Reconciliation of cash flow from operating activities with loss after income tax
Loss after income tax
Adjustment for non cash items:
Depreciation and amortisation
Net (gains) losses on disposal of property, plant and equipment
Write off of plant and equipment
Amortisation on equity component of warrants
Stock adjustments
Changes in operating assets and liabilities:
(Increase) decrease in trade and other receivables
(Increase) decrease in inventories
Increase (decrease) in trade payables and accruals
Increase (decrease) in income taxes payable
Increase (decrease) in deferred taxes payable
Increase (decrease) in provisions
Cash flow from operating activities
2022
$'000
2021
$'000
(4,034)
(2,586)
2,202
-
(373)
33
(24)
(2,429)
(388)
2,938
(71)
(13)
88
(2,071)
2,402
228
(172)
-
5
105
356
795
60
7
58
1,258
7.1 Recognition and Measurement
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value
and bank overdrafts. Bank overdrafts are shown within short-term borrowings in current liabilities in the statement of financial position, but included as
a component of cash and cash equivalents for the purpose of the statement of cash flows.
8. Trade and Other Receivables
CURRENT
Trade receivables
Expected credit losses
Net trade receivables
Other receivables
Prepayments
Total current trade and other receivables
Trade receivables past due but not impaired
Up to 3 months
3 to 6 months
Over 6 months
Total
2022
$'000
5,660
(691)
4,969
568
981
6,518
2022
$'000
2021
$'000
3,554
(597)
2,957
356
776
4,089
2021
$'000
2,077
98
-
2,175 1,229
1,229
-
-
In using practical expedient, the Group uses its historical experiences, external indicators, and forward-looking information to calculate the ECL using a
provision matrix. Amounts are considered as ‘past due’ when the debt has not been settled with the terms and conditions agreed between the Group
and the customer or counter party to the transaction. Receivables that are past due are assessed for expected credit loss by ascertaining solvency of the
debtors and are provided for where there are specific circumstances indicating that the debt may not be fully repaid to the Group. Trade receivables that
were past due relate to a number of independent customers for whom there is no recent history of default.
8.1 Expected Credit Loss and Risk Exposure
Ageing analysis of impaired trade receivables
1 to 3 months
4 to 6 months
Over 6 months
Total
Movement in expected credit losses
Opening balances
Expected credit losses recognised during the year
Receivables written off during the year as uncollectable
Closing balance
2022
$'000
2021
$'000
3 252
38 176
650 169
691 597
2022
$'000
2021
$'000
597 520
165 119
(42)
691 597
(71)
Other Receivables
These amounts generally arise from transactions outside the usual operating activities of the Group. Collateral is not normally obtained.
30
Oldfields Holdings Limited
30 June 2022
8.1 Expected Credit Loss and Risk Exposure (continued)
Credit Risk
The Group has no significant concentration of credit risk with respect to any single counter party or group of counter parties other than those receivables
specifically provided for and mentioned within note 9. The class of assets described as Trade and Other Receivables is considered to be the main source
of credit risk related to the Group.
8.2 Recognition and Measurement
Trade receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any
allowance for expected credit losses. Trade receivables are generally due for settlement within 30 days.
The consolidated entity has applied the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance. To
measure the expected credit losses, trade receivables have been grouped based on days overdue.
Other receivables are recognised at amortised cost, less any allowance for expected credit losses.
8.3 Key Judgements, Estimates and Assumptions: Provision for Impairment of Receivables
The allowance for expected credit losses assessment requires a degree of estimation and judgement. It is based on the lifetime expected credit loss,
grouped based on days overdue, and makes assumptions to allocate an overall expected credit loss rate for each group. These assumptions include
recent sales experience and historical collection rates.
9. Inventories
Raw materials - at cost
Work in progress - at cost
Finished goods - at net realisable value
Goods in transit - at cost
Provision for obsolete stock
Total inventories
2022
$'000
716
214
2,389
442
(21)
3,740
2021
$'000
238
294
2,059
197
(220)
2,568
9.1 Recognition and Measurement
Inventories are measured at the lower of cost and net realisable value. The cost of manufactured products includes direct materials, direct labour and an
appropriate proportion of variable and fixed overheads. Overheads are applied on the basis of normal operating capacity. Costs are assigned on the basis
of weighted average costs.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.
9.2 Key Judgements, Estimates and Assumptions: Provision for Impairment of Inventories
The provision for impairment of inventories assessment requires a degree of estimation and judgement. The level of provision is assessed by taking into
account the recent sales experience, the ageing of the inventories, and other factors that affect inventory obsolescence.
10. Property, Plant and Equipment
Year ended 30 June 2022
Cost
Accumulated depreciation
Net book amount
Opening net book amount
Exchange differences
Additions
Disposals and impairment
Depreciation expense
Closing net book amount
Year ended 30 June 2021
Cost
Accumulated depreciation
Net book amount
Opening net book amount
Exchange differences
Additions
Disposals and impairment
Depreciation expense
Closing net book amount
Hire
Equipment
$'000
7,906
(5,659)
2,247
Plant and
Equipment
$'000
2,604
(2,277)
327
2,812
-
154
(246)
(473)
2,247
256
18
84
23
(54)
327
Hire
Equipment
$'000
8,824
(6,012)
2,812
Plant and
Equipment
$'000
2,475
(2,219)
256
3,454
-
401
(204)
(839)
2,812
101
(2)
228
(24)
(47)
256
Leasehold
Improve-
ments
$'000
493
(461)
32
51
7
3
-
(29)
32
Leasehold
Improve-
ments
$'000
482
(431)
51
15
(3)
64
-
(25)
51
Total
$'000
11,003
(8,397)
2,606
3,119
25
241
(223)
(556)
2,606
Total
$'000
11,781
(8,662)
3,119
3,570
(5)
693
(228)
(911)
3,119
Note
5
Note
5
31
Oldfields Holdings Limited
30 June 2022
10. Property, Plant and Equipment (continued)
10.1 Recognition and Measurement
All property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate only when it is probable that future
economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any
component accounted for as a separate asset is derecognised when replaced. Repairs and maintenance costs are recognised as expenses in profit or loss
during the financial period in which they are incurred.
The depreciable amount of all fixed assets, including capitalised lease assets, are depreciated on a straight-line basis over the asset's useful life to the
Group commencing from the time the asset is held ready for use. The estimated useful lives in the current period is as follows:
Hire equipment
Plant and equipment
Leasehold improvements
5-15 years
3-15 years
shorter of lease term or useful life
The assets’ residual values and useful lives are reviewed and adjusted if appropriate at the end of each reporting period.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are recognised in profit or loss in
the period in which they arise.
10.2 Key Judgements, Estimates and Assumptions: Estimation of Useful Lives of Asset
The Group determined the estimated useful lives and related depreciation and amortisation charges for its property, plant and equipment and definite
life intangible assets. The useful lives could change significantly as a result of technical innovations or some other event. An asset’s carrying amount is
written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. The depreciation
and amortisation charge will increase where the useful lives are less than previously estimated, or technically obsolete or non-strategic assets that have
been abandoned or sold will be written off or down.
11. Right of Use Assets
Year ended 30 June 2022
Cost
Accumulated depreciation
Total right-of-use assets
Opening net book amount
Modifications and reassessments
Depreciation
Closing net book amount
Year ended 30 June 2021
Cost
Accumulated depreciation
Total right-of-use assets
Opening net book amount
Modifications and reassessments
Depreciation
Closing net book amount
Note
5
Note
5
Premises and
Buildings
$'000
6,526
(3,834)
2,692
2,974
1,075
(1,357)
2,692
Premises and
Buildings
$'000
5,451
(2,477)
2,974
2,525
1,697
(1,248)
2,974
Motor
Vehicles
$'000
2,751
(2,043)
708
495
458
(245)
708
Motor
Vehicles
$'000
2,293
(1,798)
495
350
369
(224)
495
Total
$'000
9,277
(5,877)
3,400
3,469
1,533
(1,602)
3,400
Total
$'000
7,744
(4,275)
3,469
2,875
2,066
(1,472)
3,469
The consolidated entity leases premises and buildings for its offices, warehouses and retail outlets under agreements of between five to fifteen years
with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated. The
consolidated entity also leases motor vehicles under agreements of between three to seven years.
11.1 Recognition and Measurement
A right-of-use asset is recognised at the commencement date of a lease. The right-of-use asset is measured at cost, which comprises the initial amount of
the lease liability, adjusted for, as applicable, any lease payments made at or before the commencement date net of any lease incentives received, any
initial direct costs incurred, and, except where included in the cost of inventories, an estimate of costs expected to be incurred for dismantling and
removing the underlying asset, and restoring the site or asset.
Right-of-use assets are depreciated on a straight-line basis over the unexpired period of the lease or the estimated useful life of the asset, whichever is
the shorter. Where the consolidated entity expects to obtain ownership of the leased asset at the end of the lease term, the depreciation is over its
estimated useful life. Right-of use assets are subject to impairment or adjusted for any remeasurement of lease liabilities.
The consolidated entity has elected not to recognise a right-of-use asset and corresponding lease liability for short-term leases with terms of 12 months
or less and leases of low-value assets. Lease payments on these assets are expensed to profit or loss as incurred.
32
Oldfields Holdings Limited
30 June 2022
12. Goodwill and Other Intangible Assets
Year ended 30 June 2022
Cost
Accumulated amortisation and impairment
Net book amount
Opening net book amount
Exchange differences
Additions
Amortisation charge
Balance at 30 June 2022
Year ended 30 June 2021
Cost
Accumulated amortisation and impairment
Net book amount
Opening net book amount
Additions
Amortisation charge
Balance at 30 June 2021
Note
Goodwill
$'000
Patents,
Trademarks
& Licences
$'000
Software &
Other
$'000
838
-
838
838
-
-
-
838
249
(176)
73
73
-
-
73
545
(455)
90
125
(2)
11
(44)
90
5
Note
Goodwill
$'000
Patents,
Trademarks
& Licences
$'000
Software &
Other
$'000
838
-
838
838
-
-
838
249
(176)
73
73
-
-
73
5
531
(406)
125
3
141
(19)
125
2022
$'000
838
Total
$'000
1,632
(631)
1,001
1,036
(2)
11
(44)
1,001
Total
$'000
1,618
(582)
1,036
914
141
(19)
1,036
2021
$'000
838
Goodwill is allocated to the Group's cash-generating units (CGUs). A CGU level summary of the goodwill allocation is presented below.
South and Western Australian scaffold branches
12.1 Recognition and Measurement
Goodwill
Goodwill is carried at cost less any accumulated impairment losses. Goodwill is calculated as the excess of the sum of:
(i) the consideration transferred;
(ii) any non-controlling interest (determined under either the full goodwill or proportionate interest method); and
(iii) the acquisition date fair value of any previously held equity interest;
over the acquisition date fair value of net identifiable assets acquired.
Intangible Assets
Intangible assets acquired are measured on initial recognition at cost. Intangible assets other than goodwill have finite useful
amortisation charges for intangible assets are included under depreciation and amortisation expense per the statement of profit or loss.
lives. The current
Patents, trademarks and licences are recognised at cost of acquisition. They have a finite life and are carried at cost less any accumulated amortisation
and any impairment losses (refer to note 18). Patents and trademarks are amortised over their useful lives ranging from 5 to 10 years.
12.2 Key Judgements, Estimates and Assumptions: Goodwill and Other Indefinite Life Intangible Assets
The Group tests annually, or more frequently if changes in circumstances indicate impairment, whether goodwill and other indefinite life intangible
assets have suffered impairment (refer to note 18). Recoverable amounts of cash generating units have been determined based on value-in use
calculations using assumptions including discount rates based on the current cost of capital and growth rates of estimated future cash flows.
13. Trade and Other Payables
CURRENT
Unsecured liabilities
Trade payables
Sundry payables and accrued expenses
Deferred revenue
Net GST payables
Total trade and other payables
2022
$'000
2021
$'000
5,342
1,771
484
244
7,841
3,236
1,214
253
200
4,903
13.1 Recognition and Measurement
Trade and other payables represent the liabilities for goods and services received by the Group that remain unpaid at the end of the reporting period.
The balance is recognised as a current liability with the amounts normally paid between 7 and 60 days of recognition of the liability.
The carrying amounts of trade and other payables are assumed to be the same as their fair values due to their short-term nature.
33
Oldfields Holdings Limited
30 June 2022
14. Borrowings
CURRENT
Unsecured liabilities
Bank loans
Loan facility with Pure Asset Management
Shareholder loan
Other financing liabilities
Total borrowings
Net loan facility with Pure Asset Management
Loan facility with Pure Asset Management
Fair value of attaching warrant
Transaction costs
Amortisation of finance components (warrants and transaction costs)
Interest accrued
Net loan facility with Pure Asset Management
2022
$'000
250
3,864
41
153
4,308
2022
$'000
5,000
(692)
(600)
3,708
62
94
3,864
2021
$'000
-
-
275
115
390
2021
$'000
-
-
-
-
-
-
-
Note
20
The PURE Facility is over a 4-year term with 9.75% interest rate, interest payable every 3 months. Transaction costs are costs that are directly
attributable to the loan and include loan origination fees, legal and advisory fees and warrants. 40,000,000 unlisted and detached warrants were issued
to PURE (25,155,000 on 22 April 2022 and 14,845,000 on 30 June 2022) with exercise price of $0.105 each. These have been valued using Monte Carlo
simulation method. The balance of unamortised fair value of attaching warrants and transaction costs of $1,265,967 is offset against the borrowings of
$5,000,000. The security of the facility is a first-ranking general security over all assets of Oldfields Holdings Limited and its subsidiaries.
During the period. A continuing review event under the terms of the Facility Agreement with Pure Asset Management occurred as a result of the Group’s
trailing 6-month EBITDA to June 2022 (“relevant Period;’) falling below the covenant. Pure Asset Management has continued to be supportive to the
Group and they waived their rights to the above default.
14.1 Recognition and Measurement
Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at
amortised cost using the effective interest method.
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless
otherwise stated.
14.2 Key Judgements, Estimates and Assumptions: Borrowings
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after
the reporting date.
15. Lease Liabilities
CURRENT
Lease liability
Total current lease liabilities
NON-CURRENT
Lease liability
Total non-current lease liabilities
Total lease liabilities
Lease amounts included in the statement of cashflows
Lease payments
Interest expense (included in finance costs)
Total amount paid
Expenses relating to low value asset leases
2022
$'000
794
794
2,961
2,961
3,755
2022
$'000
969
164
1,133
2021
$'000
1,477
1,477
2,309
2,309
3,786
2021
$'000
1,190
163
1,353
38,518
38,407
The Group has elected not to recognise a lease liability for low value leases (where an asset is valued at $5,000 or lower per AASB16). Payments for these
are recognised on a straight-line basis as an expense in the statement of profit or loss. Low value assets are predominately forklifts. The undiscontinued
cash flows on the remaining lease term at the reporting date are as follows:
34
Oldfields Holdings Limited
30 June 2022
15. Lease Liabilities (continued)
Maturity Analysis
Contractual undiscounted cash flows
Within one year
Later than one year but not later than five years
Later than five years
Total contractual undiscounted cash flows
15.1 Recognition and Measurement
2022
$'000
2021
$'000
37,166
5,395
-
42,561
38,518
81,080
-
119,598
A lease liability is recognised at the commencement date of a lease. The lease liability is initially recognised at the present value of the lease payments to
be made over the term of the lease, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the consolidated
entity's incremental borrowing rate. Lease payments comprise of fixed payments less any lease incentives receivable, variable lease payments that
depend on an index or a rate, amounts expected to be paid under residual value guarantees, exercise price of a purchase option when the exercise of the
option is reasonably certain to occur, and any anticipated termination penalties. The variable lease payments that do not depend on an index or a rate
are expensed in the period in which they are incurred.
Lease liabilities are measured at amortised cost using the effective interest method. The carrying amounts are remeasured if there is a change in the
following: future lease payments arising from a change in an index or a rate used; residual guarantee; lease term; certainty of a purchase option and
termination penalties. When a lease liability is remeasured, an adjustment is made to the corresponding right-of use asset, or to profit or loss if the
carrying amount of the right-of-use asset is fully written down.
15.2 Key Judgements, Estimates and Assumptions: Termination and Extension Options
Extension and termination options are included in a number of property leases. These terms are used to maximise operational flexibility in terms of
managing contracts. The majority of extension and termination options held are exercisable by the Group and not by the respective lessor.
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise and extension option, or
not exercise a termination option. Extension options are only included in the lease term if the lease is reasonably certain to be extended or not
terminated.
16. Provisions
CURRENT
Employee leave obligations
Total current provisions
NON-CURRENT
Employee leave obligations
Total non-current provisions
Total provisions
Amounts not expected to be settled within the next 12 months
Current leave obligations expected to be settled after 12 months
16.1 Recognition and Measurement
2022
$'000
993
993
75
75
1,068
2022
$'000
346
2021
$'000
929
929
51
51
980
2021
$'000
362
Provisions
Provisions are recognised when the Group has a legal or constructive obligation as a result of past events for which it is probable that an outflow of
economic benefits will result and that outflow can be reliably measured.
Provisions are measured using the best estimate of the amounts required to settle the obligation at the end of the reporting period.
Short-Term Employee Benefits
Provision is made for the Group’s obligation for short-term employee benefits. Short-term employee benefits are benefits (other than termination
benefits) that are expected to be settled wholly before 12 months after the end of the annual reporting period in which the employees render the related
service, including wages, salaries and sick leave. Short-term employee benefits are measured at the undiscounted amounts expected to be paid when the
obligation is settled.
Employee Benefits - Defined Contribution Plan
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal
or constructive obligation to pay further amounts.
Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in the statement of profit or loss in the
periods during which services are rendered by employees
Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are
discounted to their present value.
35
Oldfields Holdings Limited
30 June 2022
Other Long-Term Employee Benefits
Provision is made for employees’ long service leave and annual leave entitlements not expected to be settled wholly within 12 months after the end of
the annual reporting period in which the employees render the related service. Other long-term employee benefits are measured at the present value of
the expected future payments to be made to employees.
Expected future payments incorporate anticipated future wage and salary levels, durations of service and employee departures and are discounted at
rates determined by reference to market yields at the end of the reporting period on government bonds that have maturity dates that approximate the
terms of the obligations. Any remeasurements for changes in assumptions of obligations for other long-term employee benefits are recognised in profit
or loss in the periods in which the changes occur.
16.2 Key Estimate: Employee Entitlement Provisions - Long Service Leave
The liability for long service leave is recognised and measured at the present value of the estimated future cash flows to be made in respect of all
employees at the reporting date.
In determining the present value of the liability, estimates of attrition rates and pay increases have been taken into
account.
17. Financial Risk Management
17.1 Categories of Financial Assets and Liabilities
The Group’s financial instruments consist mainly of deposits with banks, local money market instruments, short-term investments, accounts receivable
and payable, loans to and from related parties, bills, leases, and derivatives.
The totals for each category of financial instruments, measured in accordance with AASB 9 as detailed in the accounting policies to these financial
statements, are as follows:
Financial Assets
Cash at bank
Short term deposits
Net trade receivables
Total financial assets
Financial Liabilities
Financial liabilities at amortised cost
Trade and other payables
Borrowings
Lease liabilities
Total financial liabilities
Note
7
7
8
Note
13
14
15
2022
$'000
1,309
116
4,969
6,394
2022
$'000
7,841
4,308
3,755
15,904
2021
$'000
904
116
2,957
3,977
2021
$'000
4,903
390
3,786
9,079
17.2 Financial Risk Management Policies
The Board of Directors are responsible for managing financial risk policies and exposures of the Group. It also reviews the effectiveness of internal
controls relating to commodity price risk, counterparty credit risk, currency risk, liquidity risk and interest rate risk.
The overall risk management strategy seeks to assist the Group in meeting its financial targets while minimising potential adverse effects on financial
performance. This includes the review of the use of hedging derivative instruments, credit risk policies and future cash flow requirements.
17.3 Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market risk consisting of interest rate risk and
foreign currency risk. There have been no substantive changes in the types of risks the Group is exposed to, how these risks arise, or the Board’s
objectives, policies and processes for managing or measuring the risks from the previous period.
(a) Credit Risk
Exposure to credit risk relating to financial assets arises from the potential non-performance by counterparties of contract obligations that could lead to
a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems for the approval, granting and renewal
of credit limits, regular monitoring of exposures against such limits and monitoring of the financial stability of significant customers and counterparties),
ensuring to the extent possible, that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in assessing
receivables for impairment. Depending on the division within the Group, credit terms are generally 30 days from the end of month after invoice date.
The Group has no significant concentration of credit risk with any single counterparty or group of counterparties. Details with respect to credit risk of
trade and other receivables is provided in note 8.
Trade and other receivables that are neither past due or impaired are considered to be of high credit quality. Aggregates of such amounts are as detailed
at note 8.
36
Oldfields Holdings Limited
30 June 2022
(b) Liquidity Risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise meeting its obligations related to
financial liabilities. The Group manages this risk through the following mechanisms:
- preparing forward-looking cash flow analyses in relation to its operating, investing and financing activities;
- maintaining a reputable credit profile; and
- managing credit risk related to financial assets.
The following table details the Group's remaining contractual maturity for its financial instrument liabilities. The table has been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The table includes both
interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the
statement of financial position.
Within 1 Year
2022
$'000
2021
$'000
1 to 5 Years
2022
$'000
2021
$'000
Over 5 Years
2022
$'000
2021
$'000
Total
2022
$'000
Financial asset and financial liability
maturity analysis
Financial assets - cash flows realisable
Cash at bank
Short term deposits
Trade and other receivables
1,309
116
4,969
904
116
2,957
Total anticipated inflows
6,394
3,977
Financial liabilities due for payment
Bank overdrafts and bank loans
Other loan facility
Trade and other payables
Shareholder loan
Other financing liabilities
Lease liabilities
250
6,950
7,841
41
153
794
-
-
4,903
275
115
1,477
-
-
-
-
-
-
-
-
-
2,961
-
-
-
-
-
-
-
-
-
2,309
2021
$'000
904
116
2,957
3,977
-
-
4,903
275
115
3,786
1,309
116
4,969
6,394
250
6,950
7,841
41
153
3,755
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total expected outflows
16,029
6,770
2,961
2,309
Net (outflow) / inflow on financial
instruments
(9,635)
(2,793)
(2,961)
(2,309)
18,990
9,079
(12,596)
(5,102)
Financial Assets Pledged as Collateral
Certain financial assets have been pledged as security for debt and their realisation into cash may be restricted subject to terms and conditions attached
to the relevant debt contracts. Refer to note 16 for further details.
(c) Market Risk
(i)
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the reporting period whereby a
future change in interest rates will affect future cash flows or the fair value of fixed rate financial instruments.
(ii)
Foreign exchange risk
The Board and senior management regularly monitor foreign currency movements and has undertaken to use hedging contracts where
appropriate to the value of up to 100% of its US dollar requirements over a maximum 6 month period.
Sensitivity Analysis
As at the end of the reporting period, the Group had the following variable rate borrowings:
Shareholder loan
Weighted
Average
Interest
Rate
-
2022
2021
Balance
$000
41
% of Total
Loans
0%
Weighted
Average
Interest Rate
10%
Balance
275
% of Total
Loans
69%
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates, exchange rates and commodity and equity prices. The
table indicates the impact on how profit and equity values reported at the end of the reporting period would have been affected by changes in the
relevant risk variable that management considers to be reasonably possible.
These sensitivities assume that the movement in a particular variable is independent of other variables.
+/- 2% in interest rates
Profit
2022
$'000
-
2021
$'000
5
Equity
2022
$'000
-
2021
$'000
5
There have been no changes in any of the methods or assumptions used to prepare the above sensitivity analysis from the prior year.
Fair Value Estimation
The fair values of the Group's financial assets and financial
approximate net fair values.
liabilities included in the Statement of Financial Position are carried at amounts that
37
Oldfields Holdings Limited
30 June 2022
18. Impairment of Non-Financial Assets
At the end of each reporting period the Group assesses whether there is any indication that an asset may be impaired. The assessment will include the
consideration of external and internal sources of information including dividends received from subsidiaries, associates or jointly controlled entities
deemed to be out of pre-acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing the recoverable
amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, to the asset’s carrying amount. Any excess of the asset’s
carrying amount over its recoverable amount is recognised immediately in profit or loss, unless the asset is carried at a revalued amount in accordance
with the standard (e.g. in accordance with the revaluation model in AASB 116: Property, Plant and Equipment). Any impairment loss of a revalued asset is
treated as a revaluation decrease in accordance with the standard (AASB 116).
Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Impairment testing is performed annually for goodwill, intangible assets with indefinite lives and intangible assets not yet available for use.
The Group tests whether goodwill for the South and Western Australia scaffold branches cash generating unit (CGU) has suffered any impairment on an
annual basis. The recoverable amount of a CGU is determined based on value-in-use calculations which require the use of assumptions. The calculations
use cash flow projections based on a one-year budget and four-year projections approved by management. Cash flows beyond the one-year budget
period are extrapolated using the estimated growth rates stated below. The growth rates for the terminal period do not exceed the long-term average
growth rates for the industry in which each CGU operates.
Sensitivity
The calculation of value-in-use is most sensitive to changes in the discount rate. The Directors have made judgements and estimates in respect of
impairment testing of goodwill and intangible assets. Should these estimates not occur, the resulting goodwill and intangible assets may vary in carrying
amount. If the discount rate was to increase by 3% or the revenue growth was decreased by 3%, goodwill would not need to be impaired with all other
assumptions remaining constant, for the South and Western Australia scaffold branches CGU.
18.1 Key Judgements, Estimates and Assumptions: Impairment
The Group assesses impairment at the end of each reporting period by evaluating conditions and events specific to the Group that may be indicative of
impairment triggers. Recoverable amounts of relevant assets are reassessed using value-in-use calculations which incorporate various key assumptions.
The following key assumptions were used in the value-in-use calculations:
2022
South and Western Australian scaffold branches
2021
South and Western Australian scaffold branches
Growth
Rate
Year 1-5
Terminal
Period
Growth Rate
Discount
Rate
3.0%
7.5%
3%
3%
15%
16%
Management has based the value-in-use calculations on budgets for each reporting segment. These budgets use historical weighted average growth
rates to project revenue. Costs are calculated taking into account historical gross margins as well as estimated weighted average inflation rates over the
period which are consistent with inflation rates applicable to the locations in which the segments operate. Discount rates are pre-tax and are adjusted to
incorporate risks associated with a particular segment.
19. Share Capital
Share capital at the beginning of the reporting period
Shares issued during the year
Transaction costs on raising capital
Share capital at the end of the reporting period
2022
Number
2022
$'000
2021
Number
2021
$'000
167,706,527 26,086 167,706,527 26,086
-
-
26,086
- -
- -
26,086
-
-
167,706,527
167,706,527
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
Capital Management
Management controls the capital of the Group in order to maintain a sustainable debt to equity ratio, generate long-term shareholder value and ensure
that the Group can fund its operations and continue as a going concern.
The Group’s debt and capital include ordinary share capital and financial liabilities, supported by financial assets.
The Group is subject to financing covenants as detailed in note 14.
Management effectively manages the Group’s capital by assessing the Group's financial risks and adjusting its capital structure in response to changes in
these risks and in the market. These responses include the management of debt levels, distributions to shareholders and share issues.
During the year, the Group secured a $5.0m growth finance facility from Pure Asset Management and the gearing ratio increased to 80%. However, it is
still the management strategy to control the capital of the Group and to identify opportunities to reduce the Group’s gearing ratio. The gearing ratios for
the year ended 30 June 2022 and 30 June 2021 are as follows:
38
Oldfields Holdings Limited
30 June 2022
19. Share Capital (continued)
Total borrowings
Add: Lease liabilities
Less: Cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
20. Reserves
Warrant reserve
Foreign currency translation
Total reserves
Note
14
15
7
2022
$'000
4,308
3,755
(1,426)
6,637
1,616
8,253
2021
$'000
390
3,786
(1,022)
3,154
5,055
8,209
80%
38%
2022
$'000
692
84
776
2021
$'000
-
(8)
(8)
Warrant reserve
The warrant reserve records the fair value of the warrants issued. Proceeds from the issuance of warrants, net of issue costs, are credited to warrants
reserve. Warrants reserve is non-distributable and will be transferred to share premium account upon the exercise of warrants. Balance of warrants
reserve in relation to the unexercised warrants at the expiry of the warrants period will be transferred to accumulated profits.
40,000,000 unlisted and detached warrants were issued to Pure Asset Management (25,155,000 on 22 April 2022 and 14,845,000 on 30 June 2022) with
exercise price of $0.105 each. These have been valued at $692,000 using Monte Carlo simulation method. These costs have been offset against the
associated borrowings of $5,000,000 (refer to note 14).
Foreign currency translation reserve
The foreign currency translation reserve records exchange differences arising on translation of a foreign controlled subsidiary.
20.1 Key Judgements, Estimates and Assumptions: Warrant Reserve
Warrants issued by the Group in connection with loans are classified as either financial liabilities or as equity in accordance with the substance of the
contractual arrangement. Where the warrants meet the definition of equity, they are initially measured at fair value and recognised in a warranty
reserve. Subsequent to initial recognition, the liability is fair valued until the warrant is issued, with gains or losses recognised in the profit or loss. The
warrants have been fair valued using Monte Carlo simulation method. A degree of judgement is required in establishing fair values when inputs used are
not derived from observable markets.
21. Dividends
Since the start of the financial year, no dividends have been paid or declared by the Parent Entity.
During the year $189,000 (2021: $265,000) of fully franked dividends were paid to a related party of the Group by Adelaide Scaffold Solutions Pty Limited
to Sibley Investments Pty Limited. Sibley Investments Pty Limited is the minority interest holder in the Group. Adelaide Scaffold Solutions Pty Limited is a
controlled entity of Oldfields Holdings Limited.
Franking account balance
The amount of the franking credits available for subsequent reporting periods are:
Balance at the end of the reporting period
Franking credits that will arise from the payment of the amount of provision for income tax
Franking credits available for subsequent reporting periods based on a tax rate of 30%
21.1 Recognition and Measurement
Dividends are recognised when declared during the financial year and are then no longer at the discretion of the Company.
22. Earnings per Share
a) Reconciliation of earnings to profit or loss
Loss for the year
Less: Profit attributable to non-controlling equity interest
Earnings used to calculate basic EPS
Parent Entity
2022
$'000
1,086
-
1,086
2021
$'000
1,086
-
1,086
2022
$'000
(4,034)
(262)
(4,296)
2021
$'000
(2,586)
(260)
(2,846)
39
Oldfields Holdings Limited
30 June 2022
22. Earnings per Share (continued)
b) Weighted average number of ordinary shares outstanding
during the year used in calculating basic and diluted EPS
c) Earnings per share (basic and diluted)
Earnings used to calculate basic EPS
Less PURE interest charged during the year
Add PURE interest for a full year
d) Earnings used to calculate diluted EPS
e) Number of shares used to calculate diluted EPS
d) Anti-diluted EPS
22.1 Calculation of Earnings per Share
2022
Number
2021
Number
167,706,527
167,706,527
2022
Cents
(2.562)
2022
Cents
(4,296)
(66)
287
(4,075)
2021
Cents
(1.697)
2021
Cents
(2,846)
-
-
(2,846)
2022
Number
2021
Number
207,706,527
167,706,527
2022
Cents
(1.962)
2021
Cents
(1.697)
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of Oldfields Holdings Limited, excluding any costs of servicing
equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus
elements in ordinary shares issued during the financial year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of
interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been
issued for no consideration in relation to dilutive potential ordinary shares.
40,000,000 unlisted and detached warrants were issued to PURE Asset Management with exercise price of $0.105 each.
23. Accumulated Losses
Movements in accumulated losses were as follows:
Opening balance at 1 July
Net profit for the year
Dividends paid
Closing balance at 30 June
Accumulated losses attributable to:
Members of the parent entity
Non-controlling interest
Total accumulated losses at 30 June
Note
21
2022
$'000
2021
$'000
(21,023)
(4,034)
(189)
(25,246)
(18,172)
(2,586)
(265)
(21,023)
(26,061)
815
(25,246)
(21,765)
742
(21,023)
40
Oldfields Holdings Limited
30 June 2022
24. Subsidiaries
The subsidiaries listed below have share capital consisting solely of ordinary shares or ordinary units which are held directly by the Group. The proportion
of ownership interests held equals the voting rights held by the Group. Each subsidiary’s principal place of business is also its country of incorporation.
Name of Subsidiary
Subsidiaries of Oldfields Holdings Limited:
Oldfields Pty Limited
Oldfields Advance Scaffold Pty Limited
Oldfields Administration Pty Limited
Oldfields International Pty Limited
Advance Scaffold Solutions Pty Limited
Oldfields Supply Chain Solutions Pty Ltd
Oldfields Finance Solutions Pty Ltd
Oldfields Funds Management Pty Ltd
Subsidiaries of Oldfields Advance Scaffold Pty Limited:
Adelaide Scaffold Solutions Pty Limited
Subsidiaries of Oldfields Administration Pty Limited:
National Office Service Trust
Subsidiaries of Oldfields International Pty Limited:
Oldfields (NZ) Limited
Oldfields Paint Applications (NZ) Limited
Oldfields USA Incorporated
Oldfields Engineering Technology (Henan) Co Limited
Oldfields Engineering Technology (Shenzhen) Co Limited
Foshan Advcorp Scaffold Limited
Subsidiaries of Oldfields Finance Solutions Pty Ltd:
Oldfields Financing Pty Ltd
Principal
Place of
Business
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Australia
Ownership Interest
Non-Controlling Interests
2022
%
2021
%
2022
%
2021
%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
Australia
60%
60%
40%
40%
Australia
100%
100%
New Zealand
New Zealand
USA
China
China
China
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Australia
100%
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
Subsidiary financial statements used in the preparation of these consolidated financial statements have also been prepared as at the same reporting date
as the Group’s financial statements.
Set out below is the summarised financial information for Adelaide Scaffold Solutions Pty Ltd that has non-controlling interests that are material to the
Group, before any intra-group eliminations. The entity's principal place of business is 5-7 Peekarra Street, Regency Park, South Australia.
Summarised financial information of subsidiaries with material non-controlling interests
Summarised financial position - Adelaide Scaffold Solutions Pty Ltd
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets
Carrying amount of non-controlling interests
Summarised financial performance - Adelaide Scaffold Solutions Pty Ltd
Revenue
Profit after tax
Other comprehensive income after tax
Total comprehensive income
Profit attributable to non-controlling interests
Summarised financial information of subsidiaries with material non-controlling interests
Summarised cash flow information - Adelaide Scaffold Solutions Pty Ltd
Net cash from operating activities
Net cash used in investing activities
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Distributions paid to non-controlling interests
2022
$'000
2021
$'000
3,306
2,504
(2,212)
(731)
2,867
1,717
2,681
(908)
(806)
2,684
815
742
6,395
5,720
655
-
655
262
2022
$'000
862
(286)
(385)
191
189
650
-
650
260
2021
$'000
222
(693)
(195)
(666)
265
41
Oldfields Holdings Limited
30 June 2022
24.1 Recognition and Measurement
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by the Group as at 30 June 2022 and the results of all
controlled entities for the year then ended. Control exists when the consolidated entity has the power to govern the financial and operating policies of an
entity so as to obtain benefit from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Where
control of an entity is obtained during a financial year, its results are included in the consolidated income statement from the date on which control
commences. Where control of an entity ceases during a financial year its results are included for that part of the year during which control exists.
25. Commitments and Contingencies
25.1 Capital Commitments
The Group does not have any capital expenditure commitments at reporting date (nil in 2021).
25.2 Contingencies
The Group does not have any significant contingent liabilities or contingent assets as 30 June 2022 or 30 June 2021.
26. Events After the Reporting Period
There are no matters or circumstances that have arisen since 30 June 2022 which significantly affect or could affect the operations of the Group in future
years.
27. Parent Entity Disclosures
The following information has been extracted from the books and records of the parent and has been prepared in accordance with Australian Accounting
Standards.
Statement of Financial Position
ASSETS
Current assets
Non-current assets
TOTAL ASSETS
LIABILITIES
Current liabilities
Non-current liabilities
TOTAL LIABILITIES
NET ASSETS (LIABILITIES)
EQUITY
Issued capital
Reserves
Accumulated losses
TOTAL EQUITY
Statement of Profit or Loss and Other Comprehensive Income
Profit (loss) before tax
Total comprehensive profit (loss)
2022
$'000
2021
$'000
6,698
2,274
8,972
5,214
4,530
9,744
(772)
3,682
2,840
6,522
5,705
701
6,406
116
26,086
692
(27,550)
(772)
26,086
-
(25,970)
116
(1,580)
(1,580)
(38)
(38)
Guarantees
Oldfields Holdings Limited and it's Australian wholly-owned entities have entered into a deed of cross guarantee under which the Company and its
subsidiaries guarantee the debts of each other.
Contingent liabilities
The Parent Entity did not have any contingent liabilities as at 30 June 2022 or 30 June 2021.
Contractual commitments
The Parent Entity did not have any contractual commitments as at 30 June 2022 or 30 June 2021.
42
Oldfields Holdings Limited
30 June 2022
28. Auditors’ Remuneration
During the year the following fees were paid or payable for services provided by the auditor of the Parent Entity, its related practices and non-related
audit firms:
BDO* and related network firms
Audit services
Audit and review of financial statements
Non-audit services
Taxation compliance services
Other services
Total auditors’ remuneration
2022
$
2021
$
156,630
128,000
37,200
-
37,200
193,830
18,700
-
18,700
146,700
* The BDO entity performing the audit of the group transitioned from BDO East Coast Partnership to BDO Audit Pty Ltd on 1 August 2020. The disclosures include
amounts received or due and receivable by BDO East Coast Partnership, BDO Audit Pty Ltd and their respective related entities.
29. Related Party Transactions
Ultimate controlling entity
Oldfields Holdings Limited (incorporated in Australia).
Key management personnel
Any person(s) having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any
director (whether executive or otherwise) of that entity are considered key management personnel. The following were key management personnel
(KMP) at the end of the reporting period:
Richard John Abela
Jonathan William Doy
David John Baird
Jie Ma
Ka Lung Alan Lee
Chief Executive Officer
Non-executive Director
Non-executive Director
Non-executive Director
Chief Financial Officer and Company Secretary
Details of remuneration
Short-term employee benefits
Post-employment benefits
Total KMP compensation
Transactions with related parties
The following transactions occurred with related parties:
Dividends paid to Sibley Investments Pty Ltd, holder of minority interest in Adelaide Scaffold Solutions Pty Ltd
Interest paid to WL & CJ Timms, being a related party of William Lewis Timms (non-executive director)
Loans from related parties
Loan payable to Wayne Ding, being a related party of EQM Holdings Pty Limited (the Group's major shareholder)
Beginning of the year
Loan received
Loan repayments made
Interest charged
Interest paid
End of the year
Loan payable to EQM Holdings Pty Limited (the Group's major shareholder)
Beginning of the year
Loan received
Loan repayments made
Interest charged
Interest paid
End of the year
2022
$
641,194
41,905
683,099
2021
$
623,839
41,058
664,897
2022
$
2021
$
189,000
-
265,000
-
2022
$
2021
$
274,740
-
(269,000)
23,435
-
29,175
-
200,000
(200,000)
11,998
-
11,998
-
269,000
-
5,740
-
274,740
-
-
-
-
-
-
Terms and conditions
Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties unless
otherwise stated.
The loan from EQM Holdings Pty Ltd is repayable on demand and interest rate at 10% per annum.
43
Oldfields Holdings Limited
30 June 2022
30. Deed of Cross Guarantee
A deed of cross guarantee between Oldfields Holdings Limited and its wholly owned subsidiaries was enacted during the financial year ended 30 June
2001. An assumption deed to include Adelaide Scaffold Solutions Pty Ltd was enacted during the year ended 30 June 2005. Under the deed, Oldfields
Holdings Limited guarantees to support the liabilities and obligations of the entities listed in note 24, being members of the Closed Group. The financial
information of the Closed Group is the same as that for the consolidated group.
31. Changes in Liabilities Arising from Financing Activities
Year ended 30 June 2022
Finance leases
Borrowings
Total
Year ended 30 June 2021
Finance leases
Borrowings
Total
Opening
Balance
Cash flows
Non-cash Changes
Inter-
Other
company
Closing
Balance
$'000
$'000
$'000
$'000
$'000
3,786
390
3,755
4,308
4,176 2,916 33 938 8,063
(969)
3,885
938
-
33
-
Opening
Balance
Cash flows
Non-cash Changes
Inter-
Other
company
Closing
Balance
$'000
$'000
$'000
$'000
$'000
3,082
122
3,204
-
3,786
(1,190)
269
390
(921) 6 1,887 4,176
1,894
(7)
6
44
Oldfields Holdings Limited
30 June 2022
Directors' Declaration
In accordance with a resolution of the Directors of Oldfields Holdings Limited, the Directors of the Company declare that:
1.
2.
3.
4.
the financial statements and notes are in accordance with the Corporations Act 2001 and:
(a)
comply with Australian Accounting Standards, which, as stated in accounting policy note 2 to the financial statements, constitutes
compliance with International Financial Reporting Standards (IFRS); and
(b)
give a true and fair view of the financial position as at 30 June 2022 and of the performance for the year ended on that date of the
consolidated entity;
in the Directors' opinion there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
there are reasonable grounds to believe that the Company and its controlled entities identified in note 24 to the financial statements will be
able to meet any obligations or liabilities to which they are or may become subject by virtue of the Deed of Cross Guarantee between
Oldfields Holdings Limited and its controlled entities pursuant to ASIC Corporations (Wholly‐owned Companies) Instrument 2016/785.
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 2022.
Signed in accordance with a resolution of the Directors:
Jonathan Doy
Dated:
2 October 2022
45
Oldfields Holdings Limited
30 June 2022
Tel: +61 2 9251 4100
Fax: +61 2 9240 9821
www.bdo.com.au
Level 11, 1 Margaret Street
Sydney NSW 2000
Australia
INDEPENDENT AUDITOR'S REPORT
To the members of Oldfields Holdings Limited
Report on the Audit of the Financial Report
Opinion
We have audited the financial report of Oldfields Holdings Limited (the Company) and its subsidiaries
(the Group), which comprises the consolidated statement of financial position as at 30 June 2022, the
consolidated statement of profit or loss and other comprehensive income, the consolidated statement
of changes in equity and the consolidated statement of cash flows for the year then ended, and notes
to the financial report, including a summary of significant accounting policies and the directors’
declaration.
In our opinion the accompanying financial report of the Group, is in accordance with the Corporations
Act 2001, including:
(i)
Giving a true and fair view of the Group’s financial position as at 30 June 2022 and of its
financial performance for the year ended on that date; and
(ii)
Complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the Financial
Report section of our report. We are independent of the Group in accordance with the Corporations
Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s
APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code)
that are relevant to our audit of the financial report in Australia. We have also fulfilled our other
ethical responsibilities in accordance with the Code.
We confirm that the independence declaration required by the Corporations Act 2001, which has been
given to the directors of the Company, would be in the same terms if given to the directors as at the
time of this auditor’s report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO
Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of
BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member
firms. Liability limited by a scheme approved under Professional Standards Legislation.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
Going concern
Key audit matter
How the matter was addressed in our audit
For the year ended 30 June 2022, the Group
reported a loss after tax of $4,034k and a
net current asset deficiency of $2,157k. As
disclosed in Note 2.3, the Directors have
disclosed their considerations regarding their
conclusion that the going concern basis of
accounting is appropriate.
The assessment of Going Concern is largely
based on management’s forecasts. The
forecasts include assumptions about future
cash flows which are uncertain in timing and
amount.
Our assessment of going concern was
considered a key audit matter due to the
judgements and assumptions made by
management in preparing their cash flow
forecasts.
Our audit procedures included, amongst others:
• Evaluating and challenging the key
assumptions used in the cash flow forecasts
prepared by management.
• Evaluating the historical accuracy of
management’s past forecasts and perform a
sensitivity analysis on the cash flow
forecasts.
• Assessing the payment deferral arrangements
obtained with one aged creditor comprising
significant outstanding amounts and its
impacts on the cash flow forecasts.
• Obtaining written confirmation from Pure
Asset Management (PAM) on waiver of default
event due to breach of loan covenant.
• Obtaining written confirmation from the
Group’s majority shareholder of their intent
to provide financial support to the Group as
required to ensure the Group is able to meet
its debts as and when they become payable
for a period of at least 12 months from the
date of this report.
• Assessing the Group’s majority shareholder’s
capacity to provide financial support to the
Group if required.
• Evaluating the adequacy and accuracy of
disclosures made by management related to
the use of the going concern basis of
accounting in preparation of the financial
report.
Revenue Recognition
Key audit matter
How the matter was addressed in our audit
As disclosed in Note 4, the Group
recognised revenue of
$24,474,000 during the financial
year ended 30 June 2022 (2021:
$22,716,000)
Revenue recognition was
considered a key audit matter
due to:
• The overall significance
of revenue to the Group
as a key performance
indicator; and
• Management recognise
revenue based on the
multiple performance
obligations and variable
consideration identified
within the individual
contracts which involves
management judgements
and estimates
Our procedures included, amongst others:
• Obtained an understanding of the relevant controls over
the revenue cycle throughout the Group, with a
particular focus on those controls relating to manual
journal entities to recognise unearned revenue (contract
liabilities).
• Critically evaluated the revenue recognition policies for
all material revenue sources (hire revenue and sale of
products) including reviewing any new sales agreements
entered during the year to identify any variable
consideration/multiple performance obligation
arrangements to ensure revenue was recognised in
accordance with relevant accounting standards.
• Performed substantive analytical procedures over the
key revenue streams, comparing against expectations
developed from discussions with management and
supporting information.
•
Substantively testing a sample of revenue transactions
throughout the financial year by tracing sales invoices to
supporting sales documentation, delivery documentation
and cash receipts.
• Reviewing the appropriateness of management’s
judgements associated with the fair value consideration
expected to be received by reference to the terms of
individual contracts.
• Performed detailed cut-off testing to ensure that
revenue transactions around the year-end had been
recorded in the correct period; and
• Assessing the appropriateness of the disclosures in Note
4.
Accounting for loan facility with detached warrants
Key audit matter
How the matter was addressed in our audit
During the financial year, the Group has
entered a loan facility with Pure Asset
Management (PAM) with detached warrants.
The Accounting for the loan facility and
detached warrants is a key audit matter due
to:
Our procedures included, amongst others:
• Obtaining and reviewing the facility
agreements, warrant deeds and other
relevant supporting documents to
understand the terms and conditions of the
debt facility.
• The significance of the balance of the
debt, being the largest liability on the
Group’s balance sheet; and
• Obtaining and reviewing management’s
assessment of the accounting treatment of
the loan facility and detached warrants.
• The accounting for this transaction is
inherently complex and involves
significant management judgements
and estimates in applying the
requirements of the relevant
accounting standards.
Details of the loan facility and detached
warrants are disclosed in Note 14 and Note
20.
• Together with BDO valuation specialists,
assess the reasonableness of the inputs used
by management in the valuation of the
warrants issued.
• Reviewing disclosures in the financial report
to determine their adequacy and
completeness.
Other information
The directors are responsible for the other information. The other information comprises the
information in the Group’s annual report for the year ended 30 June 2022, but does not include the
financial report and the auditor’s report thereon.
Our opinion on the financial report does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the Financial Report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the group to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to liquidate the Group or to cease
operations, or has no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free
from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
A further description of our responsibilities for the audit of the financial report is located at the
Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:
https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf
This description forms part of our auditor’s report.
Report on the Remuneration Report
Opinion on the Remuneration Report
We have audited the Remuneration Report included in the directors’ report for the year ended 30 June
2022.
In our opinion, the Remuneration Report of Oldfields Holding Limited, for the year ended 30 June 2022,
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility
is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with
Australian Auditing Standards.
BDO Audit Pty Ltd
Ryan Pollett
Director
Sydney, 2 October 2022
Corporate Governance Statement
The Board of Directors of Oldfields Holdings Limited is committed to high standards of corporate governance and adopts wherever
possible the principles outlined in the Corporate Governance Principles and Best Practice Recommendations, 4th Edition published by
the ASX Corporate Governance Council in July 2020.
The recommendations are written in a principles based fashion and individual boards are able to choose whether to follow the
recommended practices or to adopt other practices that are better suited to the individual circumstances of the Group. Given the size
and specific circumstances of Oldfields Holdings Limited, the Board recognises that some of the best practice recommendations are not
suited to obtaining the best shareholder outcomes at the present time. This situation is monitored by the Board and the
recommendations will be adopted as and when the Group’s circumstances allow.
All relevant best practice recommendations of the ASX Corporate Governance Council have been applied for the reporting period
unless specifically disclosed below. Where a recommended practice has not been followed a detailed description of the practices
adopted is provided together with a commentary on how the risks of non-adoption of the recommended practice are mitigated.
Recommendation
Recommended Practice
Oldfields’ Practice
Recommendation 1.1
Recommendation 1.2
Recommendation 1.3
Recommendation 1.4
Establish functions reserved for the board and for
senior management
Undertake appropriate checks prior to appointing as
director
Written agreements in place with directors and
senior executives
Company secretary accountable to board through
the chair
The recommended practice is adopted
The recommended practice is adopted
The recommended practice is adopted
The recommended practice is adopted
Recommendation 1.5
Have a measurable diversity policy
The recommended practice is adopted
Recommendation 1.6
Establish a process for evaluating performance of the
board
This recommendation has not yet been
adopted
Recommendation 1.7
a process
Have
performance of senior executives
for periodically evaluating
The recommended practice is adopted
Recommendation 2.1
The board should have a nomination committee
The recommended practice is adopted
Recommendation 2.2
Have a board skills matrix
Recommendation 2.3
Have a list of directors who are deemed to be
independent
The recommended practice is adopted
The recommended practice is adopted
Recommendation 2.4
Majority of the board should be
directors
independent
The recommended practice is adopted
Recommendation 2.5
The chair of the board should be independent and
not the CEO
The recommended practice is adopted
Recommendation 2.6
Have a program for inducting new directors
The recommended practice is adopted
Recommendation 3.1
Articulate and disclose its value
The recommended practice is adopted
Recommendation 3.2
Establish and disclose a code of conduct
The recommended practice is adopted
Recommendation 3.3
Have a whistleblower policy
The recommended practice is adopted
Recommendation 3.4
Have an anti-bribery and corruption policy
The recommended practice is adopted
Recommendation 4.1
The board should establish an audit committee
The recommended practice is adopted
Recommendation 4.2
Recommendation 4.3
Recommendation 5.1
Prior to approving financial statements the board
receive from the CFO and CEO declaration of
properly maintained records and compliance with
accounting standards
The recommended practice is adopted
Have a process to verify the integrity of periodic
report it releases to the market
Establish written policies designed
compliance with
continuous
obligations
to ensure
disclosure
its
The recommended practice is adopted
The recommended practice is adopted
51
Oldfields Holdings Limited
30 June 2022
Recommendation
Recommended Practice
Oldfields’ Practice
Recommendation 5.2
Recommendation 5.3
The Board receive copies of all material market
announcements promptly after they have been
made
Copy of a new and substantive investor or analyst
presentation should be released on the ASX platform
ahead of the presentation
The recommended practice is adopted
The recommended practice is adopted
Recommendation 6.1
Provide information about itself and its governance
via its website
The recommended practice is adopted
Recommendation 6.2
Design and implement investor relations program for
communication with investors
The recommended practice is adopted
Recommendation 6.3
Policies and processes in place to encourage security
holder participation
The recommended practice is adopted
Recommendation 6.4
Recommendation 6.5
Recommendation 7.1
Recommendation 7.2
Ensure all substantive resolutions at a meeting of
security holders are decided by a poll rather than a
show of hands
Provide
communication electronically
security holders option
receive
to
remuneration
should establish a
The board
committee; or
Establish policies for the oversight and management
of material business risks and disclose a summary of
those policies
Board to review risk management
annually
framework
This recommended practice is adopted
This recommended practice is adopted
The recommended practice is adopted. The
Risk Management Statement is disclosed
The recommended practice is adopted
Recommendation 7.3
Disclosure of internal audit function
The recommended practice is adopted
Recommendation 7.4
Disclose material
environmental and social sustainability risks
exposure
to
economic,
The indicated information is provided
Recommendation 8.1
The board
committee
should establish a
remuneration
The recommended practice is adopted
Recommendation 8.2
Recommendation 8.3
Disclosure of policies and practices of remuneration
of non-executive and executive directors as well as
other senior executives
Policy on equity based remuneration scheme
The recommended practice is adopted
based
equity
No
place,
recommendation will be adopted when
implemented
scheme
in
Current information is available on the Group’s website which contains a clearly marked Corporate Governance section.
52
Oldfields Holdings Limited
30 June 2022
Principle 1. LAY SOLID FOUNDATIONS FOR MANAGEMENT & OVERSIGHT
Recommendation 1.1 – Establish functions reserved for the board and for senior management and disclose those functions.
The Board of Directors is accountable to the shareholders for the performance of the Group. The Board sets the strategic direction and
delegate’s responsibility for the management of the Group to the Chief Executive Officer.
A copy of the Board Charter, which promotes a culture within the Group of accountability, integrity and transparency, is available on
the Group’s website.
Each Board Member must at all times act honestly, fairly and diligently in all respects in accordance with the Group’s Code of Conduct
and all laws that apply to the Group.
Key matters reserved for the Board include:
•
•
•
•
•
•
•
•
Oversight of the Group, including its control, accountability and compliance systems;
Appointment, monitoring, managing performance and if necessary removal of the Chief Executive Officer, Chief Financial
Officer and Company Secretary;
Input, assessment, appraisal and final approval of management’s development of corporate strategy and performance
objectives;
Monitoring risk management;
Approving and monitoring the progress of major capital expenditure, capital management and acquisitions and divestitures;
Approval and monitoring financial and other reporting;
Ensuring the market and shareholders are fully informed of material developments; and
Recognising the legitimate interests of stakeholders.
The expectations of directors are outlined in a formal Letter of Appointment which details the term of appointment, fees, power and
duties and other information pertinent to their roles.
Responsibility for the day-to-day management of the Group and its operations is delegated to senior executive management. The
expectations of senior executive management are outlined in Board decisions which are communicated to the Chief Executive Officer
and recorded in the board minutes and also in the position descriptions and KPI’s for each senior executive role.
The Board holds a minimum of six formal meetings a year, but usually twelve. Additional meetings are held as required.
Details of current members of the Board are disclosed in the Directors’ Report.
Recommendation 1.2 – Undertake appropriate checks before appointing or putting forward to security holders a candidate for election
as a director
Details are provided on a candidate for director. These will be provided to security holders prior to any election of new Directors.
Recommendation 1.3 – Written agreements in place with directors and senior executives
Detailed service contracts are in place for all senior managers and directors, these are established prior to commencement of
employment
Recommendation 1.4 – Company secretary accountable to the board through the chair
The CFO/Company Secretary has clear lines of accountability with the CFO responsibilities reporting directly through to the CEO and all
company secretarial functions reporting through to the Chair.
Recommendation 1.5 – Measurable diversity policy
A detailed diversity policy is in place, and available on the Company’s webpage. In addition to this, the Company’s workplace gender
equality report is available to view. Whilst the policy diverges from some of the recommendations made, key areas in the
recommendation are included in the policy, including the requirement that for all jobs advertised, it is stated that the Company is an
equal opportunity employer, that at least one female applicant is included in the final shortlist of candidates for the role, and
shortlisted candidates are interviewed by a female as well as a male member of staff prior to a final decision on employment where
possible.
The Group operates in the traditionally male dominated industry of construction and related services and is therefore under-
represented by women in its workforce. However, the Company has adopted the diversity policy and adhere to its gender reporting
requirements.
The measurable objective set for the reporting period to achieve gender diversity included:
-
Ensure recruiting processes adhere to the Company’s diversity policy;
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Oldfields Holdings Limited
30 June 2022
-
-
-
-
Formal policy to provide flexible working arrangements;
Promote awareness about the importance of diversity and inclusion;
Formal policy in relation to sexual harassment and discrimination prevention; and
Analyse and report the ratio of women to men in the workforce regularly.
Board
Senior Executives
Employee – others
Female
-
1
21
Male
4
5
87
Recommendation 1.6 – Process for evaluation of the performance of the board
The Board has not completed a formal evaluation process within the period. The Chairman performs an informal evaluation of
individual Directors and also of each Board Meeting. The Board will be considering obtaining independent advice.
Recommendation 1.7 – Have a process for periodically evaluating the performance of senior management
Senior executive management is evaluated each year on their performance against stated objectives, goals and key performance
indicators (KPI’s).
Overall performance is reviewed by the particular senior executive’s direct supervisor and ultimately by the Chief Executive Officer
and/or Board of Directors.
Principle 2. STRUCTURE THE BOARD TO BE EFFECTVE AND ADD VALUE
The Board currently has four directors, comprising two independent non-executive directors, including the Chairman, one non-
executive director and one executive director.
The Board has adopted the following principles:
•
•
•
The same individual should not exercise the roles of Chairman and Chief Executive Officer;
The Board should not comprise a majority of executive directors; and
The Board should comprise persons with a broad range of skills and experience appropriate to the needs of the Group.
Recommendation 2.1 – The board should have a nomination committee
The Board has established a Nomination Committee and it is responsible for developing and recommending to the Board:
•
•
•
Nomination of Non-Executive and Executive Directors;
Nomination of Company Secretary;
Nomination of the Chief Executive Officer and Chief Financial Officer;
The Board has a nomination committee which has three members, comprising two independent non-executive directors, including the
Chair, and one non-executive director. It has a documented charter and the members and qualification of the Nomination Committee
are disclosed in the Directors’ Report.
Nominations are considered by the committee and are only accepted if the candidate has the relevant skills required to assist the
business in achieving its strategic objectives.
Recommendation 2.2 – Have a board skills matrix
This has been established and as follows:
Leadership and Strategy
Industry
Financial acumen
Executive leadership
Global experience
Mergers & Acquisitions
Industry diversity
Growth strategy development and implementation
Health, Safety and Environment
Investor Relations
Technical
Market and customer knowledge
Product development
Financial literacy
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Governance
Financial risk management
Governance and regulation
Policy development
Legal and compliance
Recommendation 2.3 – Have a list of directors that are deemed to be independent
The Company has two independent directors and this is disclosed in the annual report.
Recommendation 2.4 – Majority of the board should be independent directors
Independent directors are those who are independent of management and free of any business or other relationship that could
materially interfere with, or could reasonably be perceived to materially interfere with, the exercise of their unfettered and
independent judgment.
In assessing the independence of directors, an independent director is a non-executive director and:
•
•
•
•
Is not a substantial shareholder, as defined in section 9 of the Corporations Act, of the Group or an officer of, or otherwise
associated directly with, a substantial shareholder of the Group;
Has not within the last three years been employed in an executive capacity by the Group or another Group member, and there
has been a period of at least three years between ceasing such employment and serving on the Board;
Has not within the last three years been a principal of a material professional advisor or a material consultant to the Group or
another Group member, or an employee materially associated with the service provided; and
Is not a material supplier or customer of the Group or other Group member, or an officer of or otherwise associated directly or
indirectly with a material supplier or customer;
At the date of this report there were two independent directors.
The following Directors do not meet the independence criteria listed above:
•
•
Jie Ma: currently a non-executive director and substantial shareholder; and
Richard John Abela: currently an executive director and shareholder.
The Board manages the risk of having a half of non-independent directors through restrictions on trading in shares, restrictions on
related party transactions, and a close relationship with the principal provider of debt funding and a strong independent auditor with a
focus on controls.
Recommendation 2.5 – The chair of the board should be independent and not the CEO
The Chair is an independent non-executive director.
Recommendation 2.6 – Have a program for inducting new directors and ensuring appropriate professional development opportunities
to develop and maintain the skills required to perform their role as directors
There is an appropriate level of induction for new Directors ensuring they understand the business needs and requirements. The Board
discusses from time to time requirements to ensure continuous development of skills for the performance of their role as Director.
Principle 3. INSTIL A CULTURE of acting lawfully, ethically and responsibly
Recommendation 3.1 – Articulate and disclose its values.
The value of the Group is disclosed on page 5 of the Annual Report.
Recommendation 3.2 – Establish and disclose a Code of Conduct for its directors, senior executives and employees; and ensure the
Board or a Committee of the Board is informed of any material breaches.
The Board has a code of conduct for Directors and Group, Officers and employees. The key elements of the code are:
•
•
•
•
•
Conflicts of interest;
Corporate opportunities;
Confidentiality;
Fair dealing;
Protection of assets;
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•
•
Compliance with laws and regulations; and
Promotion of ethical and lawful behavior.
The policy is available on the Company’s webpage.
Recommendation 3.3 – Establish and disclose a Whistleblower policy; and ensure the Board or a Committee of the Board is informed of
any material incidents reported under the policy.
The Board has a whistleblower policy and is available on the Company’s webpage.
Recommendation 3.4 – Establish and disclose an Anti-bribery and corruption policy; and ensure the Board or a Committee of the Board
is informed of any material incidents reported under the policy.
The Board has an Anti-bribery and corruption policy and is available on the Company’s webpage.
Principle 4. SAFEGUARD INTEGRITY IN FINANCIAL REPORTING
The Chief Executive Officer and the Chief Financial Officer state, in writing, to the Board that the Group’s financial reports present a
true and fair view, in all material respects, of the Group’s financial position and operational results and are in accordance with relevant
accounting standards.
Recommendation 4.1 – the board should establish an audit committee
The Board has an Audit Committee, which:
•
•
•
Has three members who are Non-Executive Directors;
Has a written charter which can be obtained from the Corporate Governance section of the Group’s website; and
Includes members who are all financially literate.
Details of the members are disclosed in the Director’s Report.
The Board recognises that an independent audit committee is an important feature of good corporate governance.
The Audit Committee:
•
•
•
consists of three non-executive directors comprising two independent non-executive directors and one non-executive director;
is chaired by an independent chairman, who is also the Chair of the Board;
has three members. Given the size and structure of the Board, as discussed in Recommendation 2.1, the Board feels that three
members all of whom are financially literate, is sufficient at this time.
The risk with a small committee is that the members will lack the diversity to raise and recognise issues. Risk is managed through
specific working arrangements with the auditors having access to the full Board at any time upon their request and through ensuring
that the Chairman of the Audit Committee is a well-qualified independent director. It is intended to review this arrangement and adopt
the recommended practice if and when the Board composition changes.
The Audit Committee has a formal charter, the key elements of the charter are:
•
•
•
•
•
•
•
Role of the Committee;
Membership;
Meetings;
Responsibilities;
Authority;
Independence; and
Non-audit work.
The Board and Audit Committee closely monitor the independence of the external auditor. The Audit Committee meets a minimum of
twice a year. The Committee may also meets in private, with management without the external auditor and, at a separate time, with
the external auditor without management where considered necessary.
Recommendation 4.2 – Prior to approving financial statements the board receive from the CFO and CEO a declaration of properly
maintained records and compliance with accounting standards
The Chief Executive Officer and the Chief Financial Officer state, in writing, to the Board that the Group’s financial reports present a
true and fair view, in all material respects, of the Group’s financial position and operational results and are in accordance with relevant
accounting standards.
The members of the Audit Committee are:
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30 June 2022
•
•
•
Jonathan William Doy (Chairman);
David John Baird; and
Jie Ma.
The details of the qualifications of the Audit Committee members are disclosed in the Directors’ Report.
The details of the number of Audit Committee Meetings held are contained in the Directors’ Report.
Departures from recommendations included in Principle 4 have been disclosed in the discussion of the relevant recommendations.
Recommendation 4.3 – Disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
The Group has established its process to verify the integrity of any periodic corporate report it releases to the market that is not
audited or reviewed by an external auditor.
Principle 5. MAKE TIMELY AND BALANCED DISCLOSURE
Recommendation 5.1 – Establish and disclose a written policy for complying with its continuous disclosure obligations under listing rule
3.1
The Group has established procedures to ensure compliance with ASX Listing Rules which require that when an entity becomes aware
of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s
securities, the entity must immediately tell ASX that information.
A Continuous Disclosure Policy and Procedure has been prepared and is available from the Corporate Governance section of the
Group’s website.
Recommendation 5.2 – The Board receives copies of all material market announcements promptly after they have been made.
The Board currently review and approve all material market announcements prior to their release.
Recommendation 5.3 – Copy of a new and substantive investor or analyst presentation should be released on the ASX platform ahead
of the presentation
The Group has established procedures to ensure copy of a new and substantive investor or analyst presentation should be released on
the ASX platform ahead of the presentation
Principle 6. RESPECT THE RIGHTS OF SECURITY HOLDERS
Recommendation 6.1 – Provide information about itself and its governance via its website
The Group has a comprehensive website for security holders, included in this website are full governance policies. The Group will
regularly review and update the website and contents therein as deemed necessary.
Recommendation 6.2 – Establish an investor relations program that facilitates effective two-way communication with investors
The Group has developed and implemented an investor communication strategy. The Group promotes effective communication with
investors and encourages effective participation at the Group’s general meetings.
The Group will also provide regular news flow to keep investors and media updated and engaged.
Recommendation 6.3 – Disclose how the Company facilitates and encourages participation at meetings of security holders
The Group has a Shareholder Communication program in place which includes information on how it facilitates and encourages
participation at meetings of security holders.
Recommendation 6.4 – All substantive resolutions at a meeting of security holders are decided by a poll rather by a show of hands
The Company will ensure that at least all substantive resolutions at a meeting of security holders are decided by a poll.
Recommendation 6.5 – Provide security holders the option to receive communications electronically
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The Company’s share registry provider provides this option to all security holders.
Principle 7. RECOGNISE AND MANAGE RISK
Recommendation 7.1 – The board should establish a risk committee
The Board recognises that there are a number of complex operational, commercial, financial and legal risks and has in place procedures
to safeguard the Group’s assets and interests.
A Work Health and Safety Committee has been established to monitor and recommend changes to safe working practices and a safe
working environment. The Chairman is not a Director, and the committee comprises of senior executive officers and employee
representatives.
The Board has developed a risk management policy the purpose of which is:
•
•
•
•
•
•
•
Identify, access, monitor and manage risk;
Inform investors of material changes to the Group’s risk profile;
Enhance the environment for capitalising on value creation opportunities;
Ensure compliance with the Corporations Act;
Consider the reasonable expectations of its stakeholders;
The measures and procedures in place to comply with these regulations; and
How compliance with those measures and procedures will be monitored.
A summary of these policies is contained in the Risk Management Statement which is disclosed on the Oldfields website.
The Board is also in the process of establishing a risk committee and anticipated to be set up in the next 3 to 6 months.
Recommendation 7.2 – The board should review the risk management framework annually
The Group’s risk management policy is designed and implemented by the Board of Directors’ which meet regularly to identify all major
risks, ensure appropriate risk management plans are in place and to monitor the effectiveness of the implementation of the risk
management plans.
The Chief Executive Officer and the Chief Financial Officer are required to state in writing to the Board that the Group’s risk
management and internal compliance and control system is operating effectively and efficiently in all material aspects.
Recommendation 7.3 – The board should disclose whether it has an internal audit function, how the function is structured and what
role it performs
From time to time and as required, the Board will outsource the internal audit function to a company that specialises in this work. The
company will review certain areas of controls and compliance and report back to the Chief Executive Officer and/or Chief Financial
Officer and manager of the area. This report when finalised with comments from management along with timelines for compliance are
provided to the Board for review.
Recommendation 7.4 – Disclose material exposure to material exposure to economic, environmental and social sustainability risk
The business is exposed to various risks, in particular economic and social sustainability risk. The Board is fully aware of these and these
risks are mitigated wherever possible. In terms of social sustainability risk, the Company is a party to the packaging covenant
agreement and reviews product packaging for sustainability and recyclability.
Principle 8. REMUNERATE FAIRLY AND RESPONSIBLY
Recommendation 8.1 – The board should establish a remuneration committee
The Board has established a Remuneration Committee. The Remuneration Committee is responsible for developing and recommending
to the Board:
•
•
•
•
•
Remuneration policies for Non-Executive Directors;
Remuneration policies for the Chief Executive Officer and Chief Financial Officer;
Remuneration policies for executive management;
All aspects of any executive share option or acquisition scheme;
Superannuation policies;
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•
•
Policies which motivate senior executives to pursue the long term growth and success of the Group; and
Policies which show a clear relationship between senior executives’ performance and remuneration.
The Board has a remuneration committee which has three members, comprising two independent non-executive directors, including
the Chair, and one non-executive director. It has a documented charter and the members and qualification of the Remuneration
Committee are disclosed in the Directors’ Report.
The remuneration of Non-Executive Directors is by way of director’s fees in the form of cash, non-cash benefits and superannuation
benefits.
The total annual remuneration paid to Non-Executive Directors may not exceed the limit set by shareholders at the Annual General
Meeting.
Non-Executive Directors do not receive options unless approved by shareholders.
Recommendation 8.2 – Disclosure of policies and practices of remuneration of non-executive and executive directors as well as other
senior executives
The Group has clearly differentiated the remuneration structure of Executive and Non-Executive Directors as well as other senior
executives. The key elements of the remuneration philosophy are disclosed in the Remuneration Committee Charter which is available
on the Oldfields website.
Recommendation 8.3 – Policy on equity based remuneration scheme
The Company currently does not have an equity based remuneration scheme. Prior to one being implemented and approved by
security holders a policy will be established for security holders to review.
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Risk Management Statement
1.
Introduction
This statement provides an overview of the Group's risk management policies and internal compliance and control systems in
accordance with Principle 7 of the ASX Principles of Good Corporate Governance.
2. Responsibility
The Board of Directors are responsible for oversight on a regular basis of the Group's procedures and risk management policies. The
responsibility of the Board is codified under the Board Charter, which is available on the Group’s website. The Group also has an
audit committee, the responsibilities of which are documented in the Audit Committee Charter which is also available on the
Group’s website.
3. Risk Management Monitoring
The Board has implemented a combination of internal policies and procedures and use of external audits to monitor risk
management and its effectiveness.
3.1. Standard Operating Procedures (SOP's)
The Board has implemented risk management policies covering areas of business risk such as:
•
•
•
•
•
Work health and safety;
Finance and treasury;
Human resources;
Asset protection (insurance); and
Codes of conduct.
The policies referred to are regularly reviewed and an internal mechanism exists whereby the Board and Committee members have
access to these reports on an internal intranet site. The Board manages these risks appropriately with reference to identification,
implementation and review of these risks and procedures.
3.2. External Audits
The external audit of the Group is conducted annually. There is also a formal review at least once every year. Both the audit and
review are conducted by an external auditor.
The Group has a Work Health and Safety Committee which has received training and certification by external OH&S providers.
The Group engages with qualified external advisors annually in relation to asset protection. Where possible the Board adopts the
most practical and affordable insurance policies suitable to protect major assets of the Group.
In general an external qualified auditor and or valuers are engaged by the Board in determining large asset values on acquisition of
assets. An external valuation is obtained to determine and verify carrying values of investment property by an external
independent registered property valuer at least every three years where applicable.
3.3. Risk Management Statements
The integrity of the Group's financial reports relies on sound business and risk control systems.
Annually, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) are required to sign a Risk Management Statement
that is provided to the audit committee in writing.
The CEO and CFO sign a statement regarding the adequacy of financial controls in accordance with section 295a of the Corporations
Act 2001.
The Board requires management to report on the key business risks for each area of the business at each board meeting.
3.4. Internal Audit
Given the Group's size, an internal auditor is not practical. In addition, the presence of an executive director on the Board allows for
detailed oversight of risks within each business by managers who are familiar with the risk environment but not directly involved in
the management of that particular business. In addition to this the Company from time to time may utilise the services of an
internal auditing company to provide oversight of certain aspects of the business.
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3.5. External Covenants
The Group has voluntarily associated itself with the following self-regulated authorities:
•
•
WGE (Workplace Gender Equality Act): The Group reports annually on targets and policy to an external agency in regards to
Equal Opportunity Guidelines and Policy within the work force. The Board receives and reviews this annually; and
Australian Packaging Covenant: The Group sets targets to reduce packaging waste and environmental impact of packaging
waste. Targets are set and guidelines adopted and where possible administered by management. The Board reviews these
targets annually.
4. Formal Risk Management Practices
The Group operates a formal process for risk management which includes:
•
•
•
•
•
•
Risk identification;
Risk analysis;
Risk evaluation;
Risk mitigation;
Risk monitoring and reporting; and
Risk communication.
The risk management process meets appropriate professional standards and is reviewed annually by the Board of Directors. The
process meets, but is not limited to the requirements of Principle 7 of the ASX Principles for Good Corporate Governance.
5. Risk Reporting and Communication
Risks are reported and their monitoring and management are communicated in accordance with the diagram below:
Material Risks
General Reporting
Accountabilities
Direct risk response or accept material
risk
Review and approve
strategies or accept risk
risk mitigation
Oversight of framework and sufficiency of
reporting
Board of Directors
Implement risk response or escalate to
Board of Directors
Review and approve risk reporting and
mitigation strategies
Oversight of corporate risks and adequacy
of framework
Chief Executive Officer (CEO)
Recommend material risk escalation to
CEO or Board of Directors
Consolidate risk assessments and prepare
summary reporting
Implement and monitor ERM framework
and ERM system
Chief Financial Officer (CFO)
Identify and report material risks as they
arise
Prepare risk assessments in accordance
with ERM framework
Operationally manage risks and escalate
issues
Finance Department
Communication
Effective risk management is reliant on the timely and open communication of actual or potential risk events across the
organisation. Free and frank communication is at the heart of the Group's risk management approach, and where the processes and
accountabilities described in these standards may not support a suitably rapid response to any risk, then communication should be
undertaken using whatever means to achieve the best outcome for the Group.
For the avoidance of doubt, Oldfields Holdings Limited has a whistle-blower policy in place and encourages all staff to report risks of
which they are aware.
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Shareholder Information
The shareholder information set below was applicable as at 29 September 2022.
A. Substantial Shareholders
The number of substantial shareholders and their associates are set out below:
Shareholder
EQM Holdings Pty Ltd
Mr Williams Lewis Timms & Mrs Carolyn Jane Timms
Mr Brian Garfield Benger and Benger Superannuation Fund A/c
B. Distribution of Equitable Security Holders
Holding Ranges
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 – and over
There were 23 holders of less than a marketable parcel of ordinary shares.
C. Equity Security Holders
The names of twenty largest quoted equity security holders are listed below:
Benger Superannuation Pty Limited
Dixson Trust Pty Limited
Shandora One Pty Ltd
Lymgrange Pty Limited
Hext Family Investments Pty Ltd
Shareholder
1
EQM Holdings Pty Ltd
2 Mr Williams Lewis Timms & Mrs Carolyn Jane Timms
3
4
5 Mr Rodney Boyce Hass
6
7
8
9 Mr Orlando Berardino Di Julio & Ms Catharina Maria Koopman
10
11 Mr Brian Garfield Benger
12 Dr Gordon Bradley Elkington
13 Mr Paul John Simpson
14 Citicorp Nominees Pty Limited
15 Oceanridge Limited
16 Man Investments (NSW) Pty Ltd
17
18
19 Maparily Pty Ltd
20 Bond Street Custodians Limited
Seven Bob Investments Pty Ltd
Toveken Properties Pty Ltd
Starball Pty Ltd
Ordinary Shares
Number Held
85,530,329
39,384,528
9,765,268
Percentage of
Issued Shares
51.000%
23.484%
5.823%
Number of
Shareholders
69
76
18
57
46
266
Ordinary Shares
Number Held
Percentage of
Issued Shares
85,530,329
39,384,528
5,843,268
4,000,000
3,467,670
2,338,000
2,205,500
2,205,500
2,179,887
1,782,486
1,584,000
1,527,108
1,200,000
1,169,106
1,017,050
715,096
693,000
584,394
573,962
500,627
158,501,511
51.000%
23.484%
3.484%
2.385%
2.068%
1.394%
1.315%
1.315%
1.300%
1.063%
0.945%
0.911%
0.716%
0.697%
0.606%
0.426%
0.413%
0.348%
0.342%
0.299%
94.511%
D. Unquoted Equity Securities
There are 40,000,000 unlisted and detached warrants issued to PURE Asset Management.
E. Voting Rights
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares:
On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share shall
have one vote.
F. On-Market Buy Back
There is no current on-market buy back.
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Oldfields Holdings Limited
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Corporate Directory
Directors
Mr Michael Micallef
CEO, Managing Director
Mr Jonathan William Doy
Independent Non-Executive Director
Mr David John Baird
Independent Non-Executive Director
Mr Jie Ma
Non-Executive Director
Mr Richard John Abela
Executive Director
Company Secretary
Mr Ka Lung Alan Lee
Notice of Annual General Meeting
The date, time and place of the Annual General
Meeting of Oldfields Holdings Limited is to be
confirmed.
Website
www.oldfields.com.au
Share Register
Boardroom Pty Ltd
Level 12, 225 George Street
Sydney NSW 2000
1300 737 760 (in Australia)
www.boardroomlimited.com.au
Stock Exchange Listing
Oldfields Holdings Limited (ASX Code: OLH)
Registered Office and Principal Place of Business
8 Farrow Road
Campbelltown NSW 2560
02 4645 0700
Auditor
BDO Audit Pty Ltd
Level 11, 1 Margaret Street
Sydney NSW 2000
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