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Mt Pleasant WA 6153
www.pepltd.com.au
Appendix 4E
(Rule 4.3A)
Preliminary final report
Name of entity
Peppermint Innovation Limited
(formerly Chrysalis Resources Limited)
ABN: 56 125 931 964
1.
Details of the Reporting Period and the Previous Corresponding Period
Financial period ended (“current period”)
Financial period ended (“previous period”)
30 June 2016
30 June 2015
2.
Results for Announcement to the Market
2.1
Revenue from ordinary activities
up
18,477%
to
$’000
606
2.2
2.3
Loss from ordinary activities after tax
attributable to members
Net loss for the period attributable to
members
up
20,981%
to
8,798
up
20,981%
to
8,798
2.4
Loss per share
up
1,400%
to
1.4 cents
Brief Explanation of Results
The loss from ordinary activities and net loss for the period for the consolidated entity
amounted to $8,798,978 (30 June 2015: $400,251) which included;
a one off non-cash expense of $7,359,069 from the treatment of the acquisition
of Peppermint Innovation Limited; and
revenue of $606,453 was generated from the Company’s commercial bank
customer base during the period.
For further details, please refer to the interim financial report.
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The Company announced on 21 May 2015 that it had entered into an option agreement to
acquire Peppermint Technology Limited (then Peppermint Innovation Limited) subject to
due diligence and fund raising conditions when the shares were trading at 0.8 cents per
share.
On 22 July 2015 the Company announced it had completed its due diligence and exercised
the option to acquire, and on 16 October 2015 it released a prospectus. The fund raising
under the prospectus was completed on 18 November 2015 at 2 cents per share, with the
Company raising $3.87 million.
The acquisition of Peppermint Technology Limited was completed on 2 December 2015,
following which Chrysalis Resources Limited changed its name to Peppermint Innovation
Limited and re-commenced trading on the ASX on 4 December 2015 under ASX code “PIL”.
3.
NTA Backing
Net tangible asset backing per ordinary security
$0.002
$0
Current period
Previous corresponding
period
4
Control gained or lost over entities having material effect
During the period the company completed the acquisition of 100% of the share capital of
Peppermint Technology Limited (then Peppermint Innovation Limited). This transaction was
completed on 2 December 2015 and the company relisted on the ASX on 4 December 2015
5.
Dividends
There were no dividends declared or paid during the period and the do not recommend that
any dividends be paid.
6.
Dividend Reinvestment Plans
Not applicable.
7.
Material interest in entities which are not controlled entities
Not applicable.
8.
Foreign Entities
This report includes Peppermint Technology Inc., a company registered in the Philippines,
which is 100% is owned subsidiary of Peppermint Innovation limited.
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The report also includes Sedgewick Resources Limited and Horizon Cooper Zambia Limited
which are registered in the Republic of Zambia and 100% owned,
9.
Annual Report
Refer to the attached Annual Report for the year ended 30 June 2016 for further details. The
financial statements contained in the annual report have been audited.
The annual report contains, amongst other disclosures:
-
-
-
-
-
Statement of Comprehensive Income and Loss
Statement of Financial Position
Statement of Cash Flows
Statement of Changes in Equity
Explanatory Notes
This report should be read in conjunction with the attached Annual Report for the year
ended 30 June 2016
Signed by:
Date: 30th August 2016
Name:
Anthony Kain
Executive Director
www.pepltd.com.au
For personal use only
(Formerly Chrysalis Resources Limited)
(ACN 125 931 964)
Annual Financial Report
for the Year Ended 30 June 2016
For personal use only Index
Corporate Information
Directors’ Report
Auditor’s Independence Declaration
Remuneration Report
Corporate Governance Statement
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Cash Flows
Statement of Changes in Equity
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
ASX Additional Information
Peppermint Innovation Limited
1
2
10
11
20
29
30
31
32
33
57
58
60
2016 Annual Financial Report
For personal use only COMPANY DIRECTORY
Peppermint Innovation Limited
Directors
Mr Christopher Kain
Managing Director
Mr Anthony Kain
Executive Director
Mr Mathew Cahill
Non-executive Director
Mr Leigh Ryan
Non-executive Director
Mr Vincent Power
Non-executive Director
Company Secretary
Mr Anthony Kain
Registered Office
Suite 8, 7 The Esplanade
Mt Pleasant WA 6153
Tel: +61 8 9316 9100
Fax: +61 8 9315 5475
Auditors
RSM Australia Partners
8 St Georges Terrace
Perth, WA 6000
Solicitors
Steinepreis Paganin
Level 4, The Read Buildings
16 Milligan Street
Perth, WA 6000
Share Registry
Computershare Investor Services Pty Ltd
Level 11, 172 St Georges Terrace
Perth WA 6000
Tel: +61 8 9323 2000
Fax: +61 8 9323 2033
Web: www.computershare.com.au
Web Address
www.pepltd.com.au
ASX Code:
PIL (formerly CYS)
2016 Annual Financial Report
1
For personal use only Peppermint Innovation Limited
Directors’ Report
Your Directors submit the financial report of Peppermint Innovation Limited (the Company), and the entities it
controlled (the Group), for the year ended 30 June 2016. The Directors report as follows:
1. Directors
The names of directors who held office during or since the end of the period and until the date of this report
are as follows. Directors were in office for this entire period unless otherwise stated.
Name, qualifications,
independence status and
special responsibilities
Mr Anthony Kain (BJuris, LLB)
Chairperson
Executive Director
Secretary
Appointed 4 December 2015
Mr Christopher Kain (B Comm,
MBA)
Managing Director
Appointed 4 December 2015
Mr Matthew Cahill
Independent Non-executive
Director
Appointed 4 December 2015
Experience
Anthony has over 20 years’ experience working in Australian capital
markets. He has played a key role in the formation of numerous
privately owned and publicly listed companies and has an in-depth
understanding of
its commercialisation.
Anthony also has considerable experience as a director and has held
managing director roles with Australian Stock Exchange
listed
companies operating foreign assets.
intellectual property and
Anthony has held advisory roles in capital raising, joint ventures and
mergers and acquisitions through his exposure to a diverse range of
international and national development opportunities working with
technical teams primarily in the energy, motor vehicle and resources
sectors.
Directorships in the past 3 years: None
Christopher is a practised company director with over 15 years’
experience in finance and investment markets and is accomplished in
identifying business opportunities and executing commercial strategies
for the benefit of both stakeholders and investors. Christopher has
specific expertise in investment evaluation, public and private capital
raising programs, debt funding strategies and, project development
and financing.
Christopher has held advisory and development roles with institutions
such as Barclays Capital and Credit Suisse First Boston in London,
National Australia Bank and Macquarie Bank in Australia where he
worked across institutional, wholesale and retail investment and
financial markets.
Directorships in the past 3 years: None
Matthew is an accomplished technical director with over 16 years’
experience in the Web industry working across a broad range of
technologies. He has been involved in roles such as management,
strategy, team lead, business analysis, application architecture and
development.
As technical director at Vivid Group (now Isobar of Dentsu Aegis
Network), Matthew has worked with some of Australia’s largest brands,
including Sunbeam, JB HiFi, Echo Entertainment, Fusion Retail
Brands, Coates Hire and many more. Matthew’s responsibilities
included guiding the technical direction of the company, along with
leadership of the large development teams that spanned multiple
disciplines and technologies.
Directorships in the past 3 years: None
2016 Annual Financial Report
2
For personal use only
Directors’ Report (continued)
Peppermint Innovation Limited
Name, qualifications,
independence status and
special responsibilities
Dr Vincent Power, (PhD, BSc
(Hons))
Independent Non-executive
Director
Appointed 4 December 2015
Experience and special responsibilities
Vincent has over 20 years of experience in domestic and international
payment schemes. He has extensive current knowledge of global
payments technologies and is well connected internationally.
He has worked with numerous leaders in the payment industry
including VocaLink (London), The European Banking Association (roll
out of SEPA STEP 1 Paris), European Central Bank (Frankfurt),
AlbertaTreasury Bank (Canada), Royal Bank of Scotland (UK), SEB
Bank (Stockholm), the Bank of Tokyo Mitsubishi, and this work
included the setup of the Euro Clearing system consolidation in
London and numerous other tier 1 financial institutions.
Prior to his most recent appointment at Skrill, Dr Power was a principal
consultant at VocaLink (London), where he developed a strong interest
in both immediate and mobile payments. VocaLink provides operations
for the UK Schemes – BACS, Faster Payments and also operates the
largest ATM switch in the UK.
Directorships in the past 3 years: None
Leigh Ryan, (BSc Geology,
MAIG)
Independent Non-executive
Director from 4 December 2015,
Former CEO and Managing
Director of Chrysalis Resources
Limited to 3 December 2015
Leigh is a highly qualified geologist with 29 years experience in the
exploration and resources industry, specifically in exploration and
executive management throughout Australia and Africa.
He has been involved in targeting, evaluation, discovery and resource
definition of numerous gold and base metal deposits and has
successfully negotiated purchase option and joint venture agreements.
Leigh was the managing director of Chrysalis Resources Limited prior
to the reverse take-over by Peppermint Innovation Limited.
Directorships in the past 3 years:
- Chrysalis Resources Limited (23 September 2014 to 3 December
2015)
- Attila Resources Limited (23 January 2012 to 21 January 2013)
- Boss Resources Limited (4 May 2011 to 24 July 2014)
The following incumbent directors of Chrysalis Resources Limited retired at the date of the reverse take-
over:
Neale Fong
Retired 3 December 2015
Neale was the former Chairman of Chrysalis Resources Limited and
retired upon to the reverse take-over by Peppermint Innovation
Limited.
Jian Hua Sang
Retired 3 December 2015
Jian was a former director of Chrysalis Resources Limited and retired
upon to the reverse take-over by Peppermint Innovation Limited.
2. Company Secretary
The company secretary is Anthony Kain. Details disclosed in director information.
2016 Annual Financial Report
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Directors’ Report (continued)
3. Directors’ Meetings
The number of meetings of Directors held during the period and the number of meetings attended by each
Director was as follows:
Name
Anthony Kain
Christopher Kain
Matthew Cahill
Vincent Power
Leigh Ryan
4. Principal Activities
Number of meeting
eligible to attend
3
3
3
3
3
Number of meetings
attended
3
3
2
3
3
The principal activities of the Group during the year were the commercialisation, deployment and further
development of the Peppermint Platform, a mobile banking, payments and remittance technology designed
for banks, mobile money operators, money transfer and funds remittance companies, payment processors,
retailers/merchants, credit card companies and microfinance institutions.
Peppermint currently operates the Peppermint Platform in the Philippines where it is being used by the
leading commercial banks generating around one million transactions per month. It is also operating in a
joint venture piloting a domestic remittance and mobile banking business with MyWeps International Inc. and
1Bro Global Inc., a group with some 90,000 agents and 40 business centres across the Philippines.
Peppermint has a particular focus in the developing world (starting with the Philippines) and on providing an
attractive tool to the unbanked population to access mobile banking and remit money to and from family and
others through a system not tied to a particular bank or telephony company.
No significant change in the nature of these activities occurred during the year.
5. Operating and financial review
Reverse takeover of Peppermint Innovations Limited
The Company announced on 21 May 2015 that it had entered into an option agreement to acquire
Peppermint Technology Limited (formerly Peppermint Innovation Limited) subject to due diligence and fund
raising conditions.
On 22 July 2015 the Company announced it had completed its due diligence and exercised the option to
acquire Peppermint Technology Limited, and on 16 October 2015 it released a prospectus. The fund raising
under the prospectus was completed on 18 November 2015, with the Company raising $3.87 million.
The acquisition of Peppermint Technology Limited was completed on 2 December 2015, following which the
Company changed its name from Chrysalis Resources Limited to Peppermint Innovation Limited and re-
commenced trading on the ASX on 4 December 2015 under ASX code “PIL”. The target company changed
its name from Peppermint Innovation Limited to Peppermint Technology Limited.
The following Board and key management changes occurred as part of the acquisition:
• Appointment of Christopher Kain as Managing Director and CEO on 30 November 2015;
• Appointment of Anthony Kain as Executive Director and Company Secretary on 30 November 2015;
• Appointment of Matthew Cahill as Non-executive Director on 30 November 2015;
• Resignation of Neale Fong as Non-executive Director and Chairman on 30 November 2015;
• Resignation of Jian Hua Sang as Non-executive Director on 30 November 2015; and
• Resignation of Kevin Hart as Company Secretary on 30 November 2015.
2016 Annual Financial Report
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Directors’ Report (continued)
Mineral exploration projects
Prior to Peppermint being admitted to the ASX, Chrysalis Resources Limited carried on a mining business
involving exploration projects in Australia and Zambia.
The Group is seeking to divest its mineral exploration projects and has shut down offices and begun the sale
of mining equipment and vehicles in Zambia to cover any costs. These assets have been carried at nil value
reflecting the change in direction of the Group and the Group’s policy of expensing exploration and
evaluation costs.
Share structure
Following completion readmission to the ASX as Peppermint Innovation Limited on 4 December 2015, the
Company had the following shares on issue:
Holder of Fully Paid Ordinary Shares
Shares issued to shareholders before the acquisition
Shares issued to shareholders of Peppermint Technology Limited
Shares issued to raise funds under the prospectus
Shares issued to Mr Leigh Ryan under his employment contract
Number of
Shares
345,484,128
350,000,000
193,715,000
2,000,0001
891,199,128
Performance Shares
Performance Shares were issued as part of the consideration to acquire Peppermint Technology Limited, as
follows:
Performance Shares issued
100,000,000
100,000,000
Each performance share is convertible into one (1) fully paid ordinary share in the capital of the Company,
upon the following milestones being achieved:
Event/Milestone
Milestone 1: the Company or its subsidiaries generating cumulative revenue of
$15,000,000 from the Mobile Banking Payments Remittance Business (MBPRB)
by 20 May 2020
Milestone 2: the Company or its subsidiaries generating cumulative revenue of
$50,000,000 from the MBPRB by 20 May 2020
Number of
Shares
50,000,000
50,000,000
100,000,000
1 Under the terms of Leigh Ryan’s employment contract, performance shares previously issued vest in the
event of a takeover of the Company.
2016 Annual Financial Report
5
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Shareholder returns
2016
2015
Net loss for the year
Earnings per share (cents)
Net assets
Share price
(8,797,978)
(1.4)
2,129,004
$0.015
(400,251)
(0.1)
(179,348)
n/a
No information existed prior to 2015 because the Company was incorporated on 24 July 2014 and
completed a reverse take-over to list on the Australian Securities Exchange on 4 December 2015.
Investments for future performance
Since the Company re-commenced ASX trading on 4 December 2015 as Peppermint Innovation Limited,
several key developments have been achieved. They are:
• The appointment of global payments expert, Dr Vincent Power, to the position of Non-executive
Director and International Business Development Executive on an equity earn-in incentive-based
agreement, to drive profitability, and guide future international expansion, for Peppermint.
• Execution of a Memorandum of Understanding with Norwood Systems Limited to become the
preferred payment partner to provide payment methods to Norwood Systems’ unbanked customers
in developing markets.
• Execution of a Memorandum of Understanding with Migme Limited to explore the possibility of a
Peppermint payment solution for Migme customers in the Philippines.
• Completion of a successful development and testing program of the MyWeps remittance mobile
payments application.
• Expansion in capabilities of the MyWeps app to provide Filipinos with e-money mobile services (a
large market in addition to the domestic and international remittance markets), to be used by the
1Bro Global network of 90,000+ agents and 40 business centres across the Philippines.
• Partnerships with some of the largest financial institutions in the Philippines including Metropolitan
Bank & Trust Company, UnionBank and United Coconut Planters Bank (UCPB), three leading banks
in the Philippines, who continued to utilize the Company’s platform to offer mobile banking services
to their account holders and rely on the Company to maintain and provide ongoing technical
improvements and support.
• Established proven operations in the Philippines and commercial deployment with 100,000
subscribers performing circa 1.2 million transactions per month.
• The commencement of agent training and accreditation programs for agents in the Philippines to
rapidly deploy the MyWeps app through the1Bro Global agent network to provide basic financial
services to the enormous unbanked population in the Philippines including services such as mobile
bill payments and mobile airtime top-up to the1Bro Global agent network’s established customer
bases, generating system fees on each transaction for the Company.
• Progress with the Central Bank of the Philippines to demonstrate compliance with AMLA (Anti
Money Laundering) and KYC (Know your client) regulations and requirements so agents can provide
remittance services independently of brick and mortar business centers allowed by current
regulations.
• Co-operation and associated technical integration with the leading Filipino bill payment aggregator to
facilitate the bill payments functionality of MyWeps and introduce mobile wallet top-up services.
2016 Annual Financial Report
6
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
•
Increased engagement with traditional banking partners, noting advanced discussions with one of
our three banking partners in the Philippines to expand accountholder use by ‘white labeling’ the
MyWeps app on this bank’s platform.
• The development of a tried and tested, highly scalable business model (based on a fully functional
proprietary mobile banking, payments and remittance technology platform), which could be applied
through other agent networks and in additional countries.
• The tabling of a joint venture agreement with 24Nme to begin to establish a footprint in Bangladesh.
• The grant of a remittance license (announced on 29 June 2016) by the Central Bank of the
Philippines (BSP) to Peppermint’s Filipino partner MyWeps International Inc. for the mobile
payments and remittance platform developed and powered by Peppermint in the Philippines in an
application process which highlighted that:
o
o
the application was the first of its type to be made to the BSP;
the platform provided the BSP with transparency that the BSP had not been able to obtain
before with respect to cash based money flows between the unbanked;
o existing regulations did not anticipate the licencing of mobile agents to accept and arrange
remittances throughout the country and therefore a stipulation from the BSP that it would
address the remittance licence application in two parts; firstly by granting a licence to
provide bricks and mortar remittances through the 1Bro Business Center, and then by
considering the best way to ensure that regulations are met to allow remittances to be made
through the 1Bro mobile agent network.
The Company also advised that it had lodged a detailed submission with the BSP for a mass agent
commercial pilot program, to illustrate how the MyWeps app could be utilised by multiple mobile
agents.
• Admission through invitation to join the National Strategy for Financial Inclusion (NSFI) Tactical
Plan Meetings with the private sector as one of the country’s Financial Inclusion Partners to advise
the BSP.
Review of financial condition
During the year, convertible notes with a face value of $500,000 plus accrued interest of $33,377 were
converted into 49,589,120 shares and the Group raised $3,874,300, before costs, via the issue of
193,715,000 fully paid ordinary shares at $0.02 to re-listed Chrysalis Resources Limited on the Australian
Securities Exchange.
Review of principal businesses
With preparations well advanced to take the Group’s products to market, efforts are now focused on
employing sales and marketing resources to launch the MyWeps platform in the Philippines, pending receipt
of necessary permits.
The Group is also exploring the development and / or acquisition of additional complementary products,
businesses and technologies.
2016 Annual Financial Report
7
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Significant changes in the state of affairs
There have been no significant changes in the state of affairs of the Group to the date of this report, not
otherwise disclosed in this report.
6. Dividends
No dividends have been paid or declared since the start of the period and the Directors do not recommend
the payment of a dividend in respect of the period.
7. Significant events after balance date
On 4 July 2016, the Company announced UnionBank wished to ramp up use of the UMobile platform
powered by Peppermint as a white label product to UnionBank. UnionBank propose doing this by increasing
the number of registered users of the UMobile platform from 50,000 to 2,500,000, which will significantly
increase the volume of transactions across the platform and increased usage fees.
On 18 July 2016, the Company announced it had signed an agreement to work with the largest bill
aggregator in the Philippines, CIS Bayad Centre Inc. to provide a proprietary mobile bill payment application
called the “Peppermint Payment Collection Solution”. The Peppermint Payment Collection Solution is the
first mobile application used by the Bayad Center which was the first bill aggregator in the Philippines and is
the leading over-the-counter, multiple bill payment collection business in the country allowing Filipino’s to pay
bills from more than 200 billers including all the major utilities and providers servicing the Philippines.
Apart from the items above, there has not arisen in the interval between the end of the period and the date of
this report any item, transaction or event of a material and unusual nature likely, in the opinion of the
Directors of the Company, to affect significantly the operations of the Group, the results of those operations,
or the state of affairs of the Group, in future financial years.
8. Likely developments
The Group intends to continue to develop its mobile banking and payments business via organic growth and
strategic acquisitions.
9. Environmental legislation
The Group’s operations are not regulated by any significant environmental regulations under a law of the
Commonwealth or of a state or territory.
10. Directors’ interests
As at the date of this report, the interests of the Directors in the Company were:
Anthony Kain
Christopher Kain
Matthew Cahill
Vincent Power
Leigh Ryan
Number of
fully paid
ordinary
shares
93,991,416
110,325,322
6,437,768
-
3,000,000
Number of
performance
shares
26,854,690
31,521,521
1,839,362
-
-
2016 Annual Financial Report
8
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
11. Share Options
No options were issued during the year. No shares were issued as a result of the exercise of options.
At the date of this report, there were no unissued shares of the Company under option.
The Options do not entitle the holder to participate in any share issue of the Company or any other body
corporate.
During or since the end of the financial year the Company has not issued any Shares as a result of the
exercise of Options.
12. Indemnification and insurance of Directors and Officers
The Company has agreed to indemnify all the directors and executive officers against all liabilities to another
person (other than the Company or related body corporate) that may arise from their position as officers of
the Company and its controlled entities, except where the liability arises out of conduct involving a lack of
good faith. The agreement stipulates that the Company will meet the full amount of any such liabilities,
including costs and expenses.
The Company has also agreed to indemnify the current Directors of its controlled entities for all liabilities to
another person (other than the Company or related body corporate) that may arise from their position, except
where the liability arises out of conduct involving a lack of good faith. The agreement stipulates that the
Company will meet the full amount of any such liabilities, including costs and expenses.
The total amount of premium paid was $15,300 and $15,875 for 7 year run off cover for ex directors of
Chrysalis Resources Limited as part of the agreement for the Company to complete the reverse take-over.
13. Auditor Independence and Non-Audit Services
The auditor’s independence declaration for the year ended 30 June 2016 has been received and can be
found on page 10 and forms part of the Directors’ Report.
14. Non-Audit Services
The directors are of the opinion that the services as disclosed in Note 19 to the financial statements do not
compromise the external auditor's independence requirements of the Corporations Act 2001 for the following
reasons:
• all non-audit services have been reviewed and approved to ensure that they do not impact the
integrity and objectivity of the auditor; and
• none of the services undermine the general principles relating to auditor independence as set out in
APES 110 Code of Ethics for Professional Accountants issued by the Accounting Professional and
Ethical Standards Board, including reviewing or auditing the auditor's own work, acting in a
management or decision-making capacity for the company, acting as advocate for the company or
jointly sharing economic risks and rewards
15. Proceedings on Behalf of the Company
There are no proceedings on behalf of the Company under section 237 of the Corporations Act 2001 in the
financial year or at the date of this report.
2016 Annual Financial Report
9
For personal use only RSM Australia Partners
8 St Georges Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Peppermint Innovation Limited for the year ended
30 June 2016, I declare that to the best of my knowledge and belief, there have been no contraventions
of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 30 August 2016
JAMES KOMNINOS
Partner
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
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Directors’ Report (continued)
Remuneration report (audited)
This remuneration report for the period from year ended 30 June 2016 outlines remuneration arrangements
of the Company and the Group in accordance with the requirements of the Corporations Act 2001 (the Act)
and its regulations. This information has been audited as required by section 308(3C) of the Act.
The remuneration report details the remuneration arrangements for key management personnel (KMP) who
are defined as those persons having authority and responsibility for planning, directing and controlling the
major activities of the Company and the Group, directly or indirectly, including any director (whether
executive or otherwise) of the parent company, and including the executives in the Parent and the Group
receiving the highest remuneration.
For the purposes of this report, the term “executive” includes the Chief Executive Officer (CEO), executive
directors and senior management of the Parent and where applicable, subsidiaries, and the term “director”
refers to non-executive directors only.
Individual key management personnel disclosures
Details of KMPs of the Company and Group are set out below:
Key management personnel
(i) Directors
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill
Ms Vincent Power
Mr Leigh Ryan
Mr Neale Fong
Mr Jian Hua Sang
(i) Executives
None
Prior to the reverse-takeover:
Chairman, Executive Director, Company Secretary, appointed 4
December 2015
Managing Director, appointed 4 December 2015
Non-Executive Director, appointed 4 December 2015
Non-Executive Director, appointed 4 December 2015
Non-Executive Director. CEO and Managing Director prior to the
reverse take-over on 4 December 2015
Chairman and Non-Executive Director prior to the reverse take-over on
4 December 2015, retired on 3 December 2015
Non-Executive Director prior to the reverse take-over on 4 December
2015, retired on 3 December 2015
Mr Kevin Hart
Mr Patrick Soh
Resigned 3 December 2015
Resigned 3 December 2015
Mr Christopher Simasiku
Zambian Exploration Manager, ceased to be designated as a KPM at
the date of the reverse-takeover on 4 December 2015
There have not been any changes to KMP after reporting date and before the financial report was authorised
for issue.
The Remuneration Report is set out under the following main headings:
A.
B.
C.
D.
E.
F.
G.
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share-based compensation
Option holdings of key management personnel
Performance Shares of key management personnel
Other transactions and balances with Key Management Personnel
2016 Annual Financial Report
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Directors’ Report (continued)
Remuneration report (audited) (continued)
The information provided under headings A-G includes remuneration disclosures that are required under
Accounting Standard AASB 124 Related Party Disclosures. These disclosures have been transferred from
the financial report and have been audited.
A.
Principles used to determine the nature and amount of remuneration
Remuneration philosophy
The performance of the Group depends upon the quality of its directors and executives. To prosper, the
Group must attract, motivate and retain highly skilled directors and executives.
To this end, the Group embodies the following principles in its compensation framework:
• Provide competitive rewards to attract high calibre executives;
•
• Significant portion of executive compensation ‘at risk’, dependent upon meeting pre-determined
Link executive rewards to shareholder value;
performance benchmarks; and
• Establish appropriate, demanding performance hurdles
in
relation
to variable executive
compensation
Remuneration consists of fixed remuneration and variable remuneration.
Fixed Remuneration
Fixed remuneration is reviewed annually by the Board of Directors. The process consists of a review of
relevant comparative remuneration in the market and internally and, where appropriate, external advice on
policies and practices.
Variable Remuneration
The Group does not currently have a variable component to the remuneration of the board and
management, however, the Group intends to introduce a variable remuneration plan in the near future.
Remuneration Reviews
The Board of Directors of the Company is responsible for determining and reviewing compensation
arrangements for the directors, the Managing Director and all other key management personnel.
The Board of Directors assesses the appropriateness of the nature and amount of compensation of key
management personnel on a periodic basis by reference to relevant employment market conditions with the
overall objective of ensuring maximum stakeholder benefit from the retention of a high quality board and
executive team.
Remuneration structure
In accordance with best practice Corporate Governance, the structure of non-executive director and
executive remuneration is separate and distinct.
Non-executive Director Remuneration
The Board seeks to set aggregate remuneration at a level that provides the Group with the ability to attract
and retain directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive
directors shall be determined from time to time by a general meeting. The amount of aggregate remuneration
sought to be approved by shareholders and the manner in which it is apportioned amongst directors is
reviewed annually. The Board considers advice from external shareholders as well as the fees paid to non-
executive directors of comparable companies when undertaking the annual review process.
2016 Annual Financial Report
12
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
Non-executive directors receive a fee for being a director of the Company. The compensation of non-
executive directors for the year ended 30 June 2016 is detailed below.
The total maximum remuneration of non-executive directors is initially set by the Constitution and
subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the
Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-
executive directors’ remuneration within that maximum will be made by the Board having regard to the inputs
and value to the Company of the respective contributions of each non-executive Director. This amount has
been set at an amount not to exceed $300,000 per annum.
In addition, a director may be paid fees or other amounts and non-cash performance incentive such as
options, subject to necessary shareholder approval, where a director performs special duties or otherwise
performs services outside the scope of the ordinary duties of a director.
Directors are also entitled to be reimbursed reasonable travelling, hotel and other expenses incurred by them
respectively in or about the performance of their duties as directors.
Senior Manager and Executive Director remuneration
Objective
The entity aims to reward executives with a level and mix of compensation commensurate with their position
and responsibilities within the entity so as to:
•
•
•
•
reward executives for company, business unit and individual performance against targets set to
appropriate benchmarks;
align the interests of executives with those of shareholders;
link rewards with the strategic goals and performance of the Group; and
ensure total compensation is competitive by market standards.
Compensation consists of the following key elements:
•
•
Fixed Compensation; and
Variable Compensation.
The proportion of fixed compensation and variable compensation (potential short term and long term
incentives) is established for each key management person by the Directors.
Fixed Compensation
Objective
Fixed compensation is reviewed annually by the Directors. The process consists of a review of individual
performance, relevant comparative compensation in the market and internally and, where appropriate,
external advice on policies and practices.
Structure
Executives are given the opportunity to receive their fixed remuneration in a variety of forms including cash
and fringe benefits such as motor vehicles and expense payment plans.
Variable Compensation
Objective
The objective of the Variable Compensation is to reward executives in a manner that aligns this element of
compensation with the creation of shareholder wealth.
2016 Annual Financial Report
13
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
Structure
The Company and Group do not currently have a Variable Compensation plan, however, it is intended that
one be established in the near future.
Use of remuneration consultants
The Group did not use the services of remuneration consultants.
Objective of the remuneration committee
The Company did not have a remuneration committee.
Voting and comments made at 2015 Annual General Meeting
All resolutions at the 2015 Annual General Meeting were passed by a show of hands.
Overview of Group performance
The performance of the Group is detailed in the Directors’ Report.
There is no link between remuneration and performance.
B.
Details of remuneration
Year ended 30 June 2016
Directors
Mr Anthony Kain (i)
Mr Christopher Kain (ii)
Mr Matthew Cahill (iii)
Mr Vincent Power
Mr Leigh Ryan (iv)
Salary &
Fees
180,000
240,000
42,000
42,000
19,162
Totals
Compensation is stated on an accruals basis.
523,162
Non
monetary
benefits
Post
employ-
ment
benefits
Share-
based
payments
1,499
1,499
1,499
1,499
1,975
7,971
-
-
-
-
-
-
Total
181,499
241,499
43,499
43,499
-
-
-
-
40,000
61,137
40,000
571,133
Performance
Related
-
-
-
-
-
-
(i) Anthony Kain is remunerated via Cicak Pty Ltd, a company of which he is a director and shareholder.
(ii) Christopher Kain is remunerated via Ohka Pty Ltd, a company of which he is a director and shareholder.
(iii) Matthew Cahill is remunerated via Digital Domain Consulting, a business in which he holds a beneficial interest.
(iv) Leigh Ryan is remunerated via Spatial Data Services, a business in which he holds a beneficial interest.
The remuneration of the directors in office prior to the reverse take-over during the year ended 30 June 2016 was:
Directors of the Company
Prior to the Reverse
Takeover
Mr Neale Fong
Mr Jian Hua Sang
Mr Leigh Ryan
Totals
Salary &
Fees
14,583
10,417
45,833
70,833
Non
monetary
benefits
3,630
2,593
11,408
17,631
Post
employ-
ment
benefits
1,385
990
4,354
6,729
Share-
based
payments
Total
19,598
14,000
61,595
-
95,193
Performance
Related
-
-
-
-
These amounts are not included in the Statement of Profit And Loss and Other Comprehensive Income for the Year
Ended 30 June 2016.
2016 Annual Financial Report
14
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
B.
Details of remuneration (continued)
Year ended 30 June 2015
Directors
Mr Anthony Kain (i)
Mr Christopher Kain (ii)
Mr Matthew Cahill
Totals
Non
monetary
benefits
Post
employ-
ment
benefits
Share-
based
payments
-
-
-
-
-
-
-
-
-
-
-
-
Salary &
Fees
112,500
162,500
-
275,000
Performance
Related
-
-
-
Total
-
-
-
-
Compensation is stated on an accruals basis.
(i) Anthony Kain is remunerated via Cicak Pty Ltd, a company of which he is a director and shareholder.
(ii) Christopher Kain is remunerated via Ohka Pty Ltd, a company of which he is a director and shareholder.
The remuneration of the directors in office prior to the reverse take-over during the year ended 30 June 2015 was:
Directors of the Company
Prior to the Reverse
Takeover
Mr Neale Fong
Mr Jian Hua Sang
Mr Leigh Ryan
Mr Michael Griffiths
Ms Jing Wang
Totals
Key Management Personnel
Prior to the Reverse
Takeover
Mr Kevin Hart
Mr Patrick Soh
Mr Christopher Simasiku
Non
monetary
benefits
-
Post
employ-
ment
benefits
4,710
Share-
based
payments
-
2,000
3,365
-
Total
54,294
40,781
-
-
900
17,154
25,851
223,568
1,188
3,167
-
-
13,688
37,400
Salary &
Fees
49,584
35,416
180,563
12,500
33,333
311,396
2,900
29,584
25,851
369,731
58,864
56,250
50,472
165,586
-
-
-
-
-
-
-
-
-
-
-
-
58,864
56,250
50,472
165,586
Performance
Related
-
-
11.6%
-
-
-
-
-
Total
476,982
2,900
29,584
25,851
484,229
These amounts are not included in the Statement of Profit And Loss and Other Comprehensive Income for the Year
Ended 30 June 2015.
2016 Annual Financial Report
15
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
C.
Service agreements
Agreements with Executives
The Company has entered into consultancy services agreements with Christopher Kain (together with Okha
Pty Ltd, an entity controlled by Christopher Kain) and Anthony Kain (together with Cicak Pty Ltd, an entity
controlled by Anthony Kain) (Consultants) (Consultancy Services Agreements). The material terms of the
Consultancy Services Agreements are as follows:
(a) Term: two years from the date of readmission of the Company to the ASX after completion of the
Acquisition;
(b) Remuneration:
i.
ii.
Anthony Kain - $15,000 per month (exclusive of GST), paid to Cicak Pty Ltd, based on
minimum work commitment of 35 hours per week;
Christopher Kain - $20,000 per month (exclusive of GST), paid to Ohka Pty Ltd, based on a
minimum work commitment of 35 hours per week;
Further to this, the Company agrees to reimburse the Consultants all reasonable expenses incurred in
the performance of their services;
(c) Non-cash benefits: the Consultants may be granted non cash incentive benefits subject to
shareholder approvals or a performance based bonus subject to shareholder approvals;
(d) Restraint of trade: upon termination of the Consultancy Services Agreements, the Consultants will be
subject to a restraint of trade period of up to 2 years; and
Termination: the Company and Consultants may terminate the respective Consultancy Services Agreements
without cause by giving the other party notice of 12 months.
Agreements with Executives Prior to the Reverse Take-over
Prior to the reverse take-over, the Company had an agreement with Mr Leigh Ryan as Chief Executive
Officer effective from 2 December 2013. The agreement did not have a fixed contract period. The material
terms of the agreement were:
(a) Three months notice of termination by either party;
(b) Fixed remuneration in the form of a base salary of $220,000 plus superannuation, which was
reduced by 25% from December 2014 and reduced by a further 25% from May 2015;
(c) Employee share plan participation:
a. 1,000,000 plan shares vesting on completion of 12 months’ service in the role of Chief
Executive Officer were issued on 4 December 2014;
b. 1,000,000 plan shares will vest upon the Company achieving a market capitalisation of equal
to or greater than $30,000,000; and
c. 1,000,000 plan shares will vest upon the Company achieving a market capitalisation of equal
to or greater than $50,000,000.
The agreement with Mr Ryan was terminated as part of the reverse take-over of the Company.
2016 Annual Financial Report
16
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
Agreements with Non-Executive directors
The Company has entered into director and consultancy services agreements with Mathew Cahill (together
with Digital Data Consulting Pty Ltd, an entity controlled by Mathew Cahill) and Vincent Power. The material
terms of the agreements are as follows:
(a) Director’s fees: director’s fees at the rate of $30,000 per annum plus superannuation together with:
i.
an entitlement to fees or other amounts in relation to special duties or service performed
outside the scope of ordinary employment as a director;
ii.
reimbursement for out of pocket expenses incurred as a result of engagement as a director.
(b) Consulting fees: consulting fees of $42,000 per annum.
(c) Termination: Non-Executive Directors may retire at any time and are subject to re-election at the
annual general meeting of shareholders in accordance with the Company’s policy of at least one
third of the Non-Executive Directors being nominated for re-election each year based on the
Company’s rotation schedule.
The Company has entered into a director agreement with Leigh Ryan (together with Spatial Services, an
entity in which Leigh Ryan has a beneficial interest). The material terms of the agreement is as follows:
(a) Director’s fees: director’s fees at the rate of $30,000 per annum plus superannuation together with:
iii.
an entitlement to fees or other amounts in relation to special duties or service performed
outside the scope of ordinary employment as a director;
iv.
reimbursement for out of pocket expenses incurred as a result of engagement as a director.
(b) Termination: Non-Executive Directors may retire at any time and are subject to re-election at the
annual general meeting of shareholders in accordance with the Company’s policy of at least one
third of the Non-Executive Directors being nominated for re-election each year based on the
Company’s rotation schedule.
D.
Share-based compensation
Compensation shares, options - granted and vested during the period
2016
2015
No shares nor options were granted as compensation during the 2016 year.
No shares nor options were granted as compensation during the 2015 year.
Value of shares or options awarded, exercised and lapsed during the period
2016
2015
No shares nor options were granted as compensation during the 2016 year. 2,000,000
shares worth $40,000 vested during the 2016 year.
No options were granted as compensation during the 2015 year. 1,000,000 shares vested
during the 2015 year.
2016 Annual Financial Report
17
For personal use only Peppermint Innovation Limited
Directors’ Report (continued)
Remuneration report (audited) (continued)
E.
Performance Rights holdings of key management personnel
30 June 2016
Directors
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill
Mr Vincent Power
Mr Leigh Ryan
Totals
Balance at
start of
the period
Granted as
remuneration
Options
Exercised
Net
change
other
Balance at the
end of period
Vested and
exercisable
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
26,854,690
31,521,521
1,839,362
26,854,690
31,521,521
1,839,362
-
-
-
-
60,215,573
60,215,573
-
-
-
-
-
-
F.
Share holdings of key management personnel
Balance at
start of the
period
Granted as
remuneration
On
exercise
of
options
Acquisitions /
(Disposals)
Balance at the
end of period
Vested and
exercisable
30 June 2016
Directors
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill
Mr Vincent Power
-
-
-
-
-
-
-
-
Mr Leigh Ryan
1,000,000
2,000,000
Mr Neale Fong
Key Management
Personnel Prior to the
Reverse Takeover
7,611,480
Mr John Noakes
333,092
-
-
Totals
8,944,572
2,000,000
-
-
-
-
-
-
-
-
93,991,416(i)
93,991,416
93,991,416
110,325,322(i)
110,325,322
110,325,322
6,437,768(i)
6,437,768
6,437,768
-
-
-
-
3,000,000
3,000,000
(7,611,480)(ii)
(333,092) (ii)
-
-
-
-
202,809,934
213,754,506
213,754,506
(i)
(ii)
Shares were acquired in exchange as part of the reverse takeover and re-listing.
Balance at the date of ceasing to be a director or key management personnel
By the date of the reverse take-over, all former key management personnel had left the Company, with the
exception of Mr Leigh Ryan.
2016 Annual Financial Report
18
For personal use only Peppermint Innovation Limited
G.
Other transactions and balances with Key Management Personnel
2016:
During the 2016 year:
• The directors were reimbursed for expenses paid on behalf of the Group.
2015:
During the 2015 year:
• The directors were reimbursed for expenses paid on behalf of the Group.
END OF THE REMUNERATION REPORT
Signed in accordance with a resolution of the Directors:
Christopher Kain
Managing Director
Perth, 30 August 2016
2016 Annual Financial Report
19
For personal use only Peppermint Innovation Limited
CORPORATE GOVERNANCE STATEMENT
The Board of Directors of Peppermint Innovation Limited (the Company) is responsible for the corporate
governance of the Group. The Board guides and monitors the business affairs of the Group on the behalf of
the shareholders by whom they are elected and to whom they are accountable.
ASX Corporate Governance Principles
The ASX Corporate Governance Council (the Council) has Corporate Governance Principles and
Recommendations (the Principles), which are designed to maximise corporate performance and accountability
in the interests of shareholders and the broader economy. The Principles encompass matters such as board
composition, committees and compliance procedures.
(being
those under ASX’s 3rd edition of Corporate Governance Principles and
The Principles
Recommendations dated March 2014) can be viewed at www.asx.com.au. The Principles are not prescriptive,
however ASX listed entities are required to disclose the extent of their compliance with the Principles, and to
explain why they have not adopted a Principle if they consider it inappropriate in their particular circumstances.
Commensurate with the spirit of the ASX Principles, the Company has followed each of the Recommendations
to the extent the Board considered that their implementation was practicable and likely to genuinely improve
the Group’s internal processes and accountability to external stakeholders. The Corporate Governance
Statement contains certain specific information and discloses the extent to which the Group has followed the
guidelines during the period. Where a recommendation has not been followed, the fact is disclosed, together
with reasons for the departure.
The Company has lodged with the ASX an Appendix 4G (Key to Disclosures – Corporate Governance Council
Principles and Recommendations) and Recommendations. A summary against the Principles is set out below.
2016 Annual Financial Report
20
For personal use only CORPORATE GOVERNANCE STATEMENT (continued)
Peppermint Innovation Limited
Corporate Governance Checklist
Corporate Governance Council Recommendation
Principle 1 - Lay solid foundations for management and oversight
1.1
1.2
1.3
1.4
1.5
1.6
Disclose roles and responsibilities of board and management
Undertake appropriate checks before appointing or electing a person as director
Written agreement with each director and senior executive
Company Secretary accountable directly to Board
Diversity Policy disclosures reported
Board performance evaluation undertaken
1.7
Senior executive performance evaluation undertaken
Principle 2 – Structure the board to add value
2.1
Nomination committee requirements met
2.2
2.3
2.4
2.5
Board skills matrix disclosed
Director Independence and tenure disclosed
Majority of the board are independent directors
Chair of the board is an independent director and not the same person as the
CEO
2.6
Director induction and ongoing training program
Principle 3 – Act ethically and responsibly
3.1
Code of conduct available on website
Does the Company
follow the
recommendation?
Comment
Y
Y
Y
N
Y
N
N
N
Y
Y
Y
N
N
Y
The Chair of the Board is the company secretary
In view of the size of the operations and limited number of directors, a formal
performance evaluation process is not performed.
In view of the size of the operations and limited number of executives, a formal
performance evaluation process is not performed.
The duties and responsibilities typically delegated to such committee are included in the
responsibilities of the full Board.
The Chair of the Board is an executive director and the company secretary.
The Chair is not the CEO.
In view of the size of the operations of the Company and the limited number of
directors, the Company does not have a formal director induction and ongoing training
program.
2016 Annual Financial Report
21
For personal use only CORPORATE GOVERNANCE STATEMENT (continued)
Peppermint Innovation Limited
Corporate Governance Checklist (Continued)
Corporate Governance Council Recommendation
Principle 4 – Safeguard integrity in corporate reporting
4.1
Audit committee requirements met
4.2
4.3
CEO and CFO financial statements declarations received
External auditors attend AGM and available to answer questions
from securityholders
Principle 5 – Make timely and balanced disclosure
5.1
Continuous Disclosure Policy available on website
Principle 6 – Respect the rights of securityholders
6.1
6.2
6.3
6.4
Corporate and governance information available on website
Investor relations program
Processes to facilitate and encourage participation at securityholders meetings
Electronic securityholder communication functionality
Principle 7 – Recognise and manage risk
7.1
Risk committee requirements met
7.2
7.3
7.4
Annual review of risk management framework
No internal audit function but internal control processes in place
Disclosure of material exposure to, and management of, economic,
environmental and social sustainability risk
Principle 8
8.1
Remuneration committee requirements
8.2
8.3
Remuneration practices disclosed
Remuneration Policy disclosures regarding equity based remuneration
Does the Company
follow the
recommendation?
Comment
The Board considers that the Company is not currently of a size, nor are its
affairs of such complexity to justify the expense of appointing additional
independent Non-Executive Directors simply to fill an audit committee.
In view of the size of the operations of the Company, this is performed by the
Board.
In view of the size of the operations of the Company, this is performed by the
Board.
N
Y
Y
Y
Y
Y
Y
Y
N
Y
Y
Y
N
Y
Y
2016 Annual Financial Report
22
For personal use only Peppermint Innovation Limited
CORPORATE GOVERNANCE STATEMENT (continued)
Principle 1 - Lay solid foundations for management and oversight
Recommendation 1.1 - Disclose roles and responsibilities of board and management
The Board seeks to identify the expectations of the shareholders, as well as other regulatory and ethical
expectations and obligations. In addition, the Board is responsible for identifying areas of significant business risk
and ensuring arrangements are in place to adequately manage those risks.
To ensure that the Board is well equipped to discharge its responsibilities it has established guidelines for the
nomination and selection of directors and for the operation of the Board. The responsibility for the operation and
administration of the Group is delegated, by the Board, to the CEO and the executive management team.
The Board is responsible for ensuring that management’s objectives and activities are aligned with the expectations
and risks identified by the Board. The Board has a number of mechanisms in place to ensure this is achieved
including:
• Board approval of a strategic plan designed to meet stakeholders’ needs and manage business risk
• Ongoing development of the strategic plan and approving initiatives and strategies designed to ensure the
•
continued growth and success of the entity
Implementation of budgets by management and monitoring progress against budget — via the
establishment and reporting of both financial and non-financial key performance indicators
Other functions reserved to the Board include:
• Approval of the annual, half-yearly and quarterly financial reports
• Approving and monitoring the progress of major capital expenditure, capital management, and acquisitions
and divestitures
• Ensuring that any significant risks that arise are identified, assessed, appropriately managed and
monitored
• Reporting to shareholders
Recommendation 1.2 - Undertake appropriate checks before appointing or electing a person as director
Reference checks are performed for each director.
Recommendation 1.3 - Written agreement with each director and senior executive
Each director has received a letter of appointment which details the key terms of their appointment. This letter
includes all of the recommended matters in the Principles. Each director also enters into required agreements
regarding insurance, access to records and disclosure of any trading in Company securities as required under the
Listing Rules.
All directors have formalised job descriptions and letters of appointment.
Recommendation 1.4 - Company Secretary accountable directly to Board
The Chair of the Board is the Company Secretary.
2016 Annual Financial Report
23
For personal use only Peppermint Innovation Limited
CORPORATE GOVERNANCE STATEMENT (continued)
Recommendation 1.5 - Diversity Policy disclosures reported
The Group recognises the value contributed to the organisation by employing people with varying skills, cultural
backgrounds, ethnicity and experience and employs people based on their underlying skill sets in an environment
where everyone is treated equally and fairly, and where discrimination, harassment and inequity are not tolerated.
14% of the Group’s employees are females, and the Chief Operating Officer of the Company based in the
Philippines is a female.
Recommendation 1.6 - Board performance evaluation undertaken
In view of the size of the operations of the Group and the number of directors, a formal performance evaluation
process is not performed.
Recommendation 1.7 - Senior executive performance evaluation undertaken
In view of the size of the operations of the Group and the limited number of executives, a formal performance
evaluation process is not performed.
Principle 2 – Structure the board to add value
Recommendation 2.1 - Nomination committee requirements met
During the year ended 30 June 2016, the Group did not have a separately established nomination committee.
However, the duties and responsibilities typically delegated to such committee are included in the responsibilities of
the full Board.
Recommendation 2.2 - Board skills matrix disclosed
The directors possess a broad range of complimentary skill sets. The skills, experience and expertise relevant to
the position of director held by each director in office at the date of the annual report are included in the Directors’
report.
Recommendation 2.3 - Director Independence and tenure disclosed
Directors of the Company are considered to be independent when they are independent of management and free
from 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 judgement. (I wonder about this
independence if they are consulting. I would like to talk to you about the distinction below when we get a chance).
In the context of director independence, “materiality” is considered from both the Company and individual director
perspective. The determination of materiality requires consideration of both quantitative and qualitative elements.
An item is presumed to be quantitatively immaterial if it is equal to or less than 5% of the appropriate base amount.
It is presumed to be material (unless there is qualitative evidence to the contrary) if it is equal to or greater than
10% of the appropriate base amount.
Qualitative factors considered include whether a relationship is strategically important, the competitive landscape,
the nature of the relationship and the contractual or other arrangements governing it and other factors that point to
the actual ability of the director in question to shape the direction of the Group’s loyalty.
In accordance with the definition of independence above, and the materiality thresholds set, the following directors
of the Company are considered to be independent:
Name
Mr Matthew Cahill
Mr Vincent Power
Mr Leigh Ryan
Position
Non-Executive Director
Non-Executive Director
Non-Executive Director
2016 Annual Financial Report
24
For personal use only Peppermint Innovation Limited
CORPORATE GOVERNANCE STATEMENT (continued)
The term in office held by each director in office at the date of this report is as follows:
Name
Mr Anthony Kain
Mr Christopher Kain
Mr Matthew Cahill
Mr Vincent Power
Mr Leigh Ryan
Term in office
Appointed 24 July 2014 (inception), tenure 2 years, 1 month
Appointed 24 July 2014 (inception), tenure 2 years, 1 month
Appointed 24 July 2014 (inception), tenure 2 years, 1 month
Appointed 30 November 2015, tenure 9 months
Appointed 4 December 2015, tenure 9 months
Recommendation 2.4 - Majority of the board are independent directors
The Company has five directors, three of whom are independent.
Recommendation 2.5 - Chair of the board is an independent director and not the same person as the CEO
The Chair of the board is not an independent director and is not the CEO.
Recommendation 2.6 - Director induction and ongoing training program
In view of the size of the operations of the Group and the limited number of directors, the Group does not have a
formal director induction and ongoing training program.
Principle 3 – Act ethically and responsibly
Recommendation 3.1 - Code of conduct available on website
The Company’s Code of Conduct is available on the Company’s website.
Principle 4 – Safeguard integrity in corporate reporting
Recommendation 4.1 - Audit committee requirements met
Recommendation 4.1 requires the audit committee to be structured so that it consists only of non-executive
directors with a majority of independent directors, chaired by an independent chairperson who is not chairperson of
the Board and has at least three members. During the year ended 30 June 2016, the Company did not have a
separately established audit committee. The Board considers that the Group is not currently of a size, nor are its
affairs of such complexity to justify the expense of appointing additional independent Non-Executive Directors
simply to fill an audit committee.
Recommendation 4.2 - CEO and CFO financial statements declarations received
In accordance with section 295A of the Corporations Act, the CEO and CFO have provided a written statement to
the Board that:
•
•
Their view provided on the Group’s financial report is founded on a sound system of risk management and
internal compliance and control which implements the financial policies adopted by the Board; and
The Group’s risk management and internal compliance and control system is operating effectively in all
material respects.
Recommendation 4.3 - External auditors attend AGM and available to answer questions from
securityholders
The external auditors are required to attend the annual general meeting and are available to answer any
shareholder questions about the conduct of the audit and preparation of the audit report.
2016 Annual Financial Report
25
For personal use only
Peppermint Innovation Limited
CORPORATE GOVERNANCE STATEMENT (continued)
Principle 5 – Make timely and balanced disclosure
Recommendation 5.1 - Continuous Disclosure Policy available on website
The Group’s policy is to comply with its continuous disclosure obligations under the Listing Rules at all times.
Principle 6 – Respect the rights of securityholders
Recommendation 6.1 - Corporate and governance information available on website
Information about the Group and its governance is available to investors via the Company’s website.
Recommendation 6.2 - Investor relations program
The Group’s objective is to promote effective communication with its shareholders at all times.
The Group is committed to:
•
Ensuring that shareholders and the financial markets are provided with full and timely information about the
Group’s activities in a balanced and understandable way;
• Complying with continuous disclosure obligations contained in the ASX listing rules and the Corporations Act
in Australia; and
• Communicating effectively with its shareholders and making it easier for shareholders to communicate with the
Group.
To promote effective communication with shareholders and encourage effective participation at general meetings,
information is communicated to shareholders:
•
•
•
•
•
Through the release of information to the market via the ASX
Through the distribution of the annual report and notices of annual general meeting
Through shareholder meetings and investor relations presentations
Through letters and other forms of communications directly to shareholders
By posting relevant information on the Group’s website: www.pepltd.com.au.
The Group’s website publishes all important company information and relevant announcements made to the
market.
Recommendation 6.3 - Processes to facilitate and encourage participation at security holders meetings
Meetings of security holders of the Company are convened at least once a year, usually in October.
An explanatory memorandum on the resolutions is included with the notice of meeting. Unless specifically stated in
the notice of meeting, all holders of fully paid securities are eligible to vote on all resolutions.
In the event that security holders cannot attend formal meetings, they are able to lodge a proxy in accordance with
the Corporations Act. Proxy forms can be mailed, lodged by facsimile or emailed.
2016 Annual Financial Report
26
For personal use only Peppermint Innovation Limited
CORPORATE GOVERNANCE STATEMENT (continued)
Recommendation 6.4 - Electronic securityholder communication functionality
Securityholders are provided with the option to receive communications from, and send communications to, the
Group and its security registry electronically.
Principle 7 – Recognise and manage risk
Recommendation 7.1 - Risk committee requirements met
The Group does not have a committee to oversee risk. In view of the size of the operations of the Group, this is
performed by the Board.
Recommendation 7.2 - Annual review of risk management framework
The Board has identified the significant areas of potential business and legal risk of the Group. The identification,
monitoring and, where appropriate, the reduction of significant risk to the Group will be the responsibility of the
Board.
To this end, comprehensive practices are in place which are directed towards achieving the following objectives:
•
•
•
effectiveness and efficiency in the use of the Group’s resources;
compliance with applicable laws and regulations;
preparation of reliable published financial information.
Recommendation 7.3 - No internal audit function but internal control processes in place
In view of the size of the operations of the Group, the Group does not have an internal audit function. Internal
processes include segregating incompatible functions, dual signatories on bank accounts and oversight by the
Board.
Recommendation 7.4 - Disclosure of material exposure to, and management of, economic, environmental
and social sustainability risk
The Group does not believe it has any material exposure to economic, environmental and social sustainability risks.
Principle 8 – Remunerate fairly and responsibly
Recommendation 8.1 - Remuneration committee requirements
Recommendation 8.1 requires listed entities to establish a remuneration committee. During the year ended 30
June 2016, the Group did not have a separately established remuneration committee. However, the duties and
responsibilities typically delegated to such committee are included in the responsibilities of the full Board.
Recommendation 8.2 - Remuneration practices disclosed and Recommendation 8.3 - Remuneration Policy
disclosures regarding equity based remuneration
It is the Group’s objective to provide maximum stakeholder benefit from the retention of a high quality board and
executive team by remunerating directors and key executives fairly and appropriately with reference to relevant
employment market conditions.
Further details are disclosed in the Remuneration Report
2016 Annual Financial Report
27
For personal use only STATEMENT OF PROFIT AND LOSS AND OTHER
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
Year
to 30 June
2016
Note
Period from
24 July 2014
(date of
incorporation)
to 30 June
2015
Revenue
Cost of sales
Gross profit
Other income
Administration expenses
Finance costs
Share based payment expense
Restructuring/relisting expense
(Loss) before income tax
Income tax expense
(Loss) for the year
Other comprehensive income / (loss)
Items that may be reclassified to profit or loss:
- Nil
$
$
606,453
(489,918)
116,535
31,137
(20,169)
10,968
3,072
21
(1,492,336)
(403,518)
5
5
6
(26,180)
(40,000)
2(c)
(7,359,069)
(8,797,978)
-
7
(7,722)
-
-
(400,251)
-
(8,797,978)
(400,251)
-
-
-
-
Total comprehensive (loss) for the year
(8,797,978)
(400,251)
(Loss) for the year attributable to members of the parent entity
(8,797,978)
(400,251)
Total comprehensive (loss) for the year attributable to members
(8,797,978)
(400,251)
Basic and diluted loss per share (cents per share)
4
(1.4)
(0.1)
The accompanying notes form part of these financial statements
2016 Annual Financial Report
28
For personal use only STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2016
CURRENT ASSETS
Cash and cash equivalents
Other current assets
Total Current Assets
NON-CURRENT ASSETS
Intangible assets
Other non-current assets
Total Non-Current Assets
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Total Current Liabilities
NON-CURRENT LIABILITIES
Borrowings
Total Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Accumulated losses
TOTAL EQUITY
Peppermint Innovation Limited
Note
8
9
2016
$
2015
$
2,097,761
36,847
155,666
26,532
2,134,608
182,198
10
141,146
169,375
-
1,594
141,146
170,969
2,275,754
353,167
11
12
146,750
146,750
25,319
25,319
-
-
507,196
507,196
146,750
532,515
2,129,004
(179,348)
13
11,327,233
(9,198,229)
220,903
(400,251)
2,129,004
(179,348)
The accompanying notes form part of these financial statements
2016 Annual Financial Report
29
For personal use only STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2016
Cash flows from Operating Activities
Receipts from customers
Payments to suppliers and employees
Interest received
Finance costs paid
Peppermint Innovation Limited
Year
to 30 June
2016
Note
Period from 24
July 2014
(date of
incorporation)
to 30 June
2015
$
$
606,453
31,137
(2,008,931)
(424,887)
3,072
-
21
(526)
Net cash (used in) operating activities
8(b)
(1,399,406)
(394,255)
Cash Flows from Investing Activities
Purchase of intangible assets
Acquisition of subsidiary
Purchase of other assets
Net cash (used in) investing activities
Cash Flows from Financing Activities
Proceeds from borrowings
Issue of shares
Share issue expenses
Net cash provided by financing activities
-
(169,375)
(281,770)
-
-
(1,607)
(281,770)
(170,982)
-
3,874,300
(251,029)
3,623,271
500,000
220,903
-
720,903
Net (decrease) in cash held
Cash at the beginning of the financial period
Cash at the end of the financial period
1,942,095
155,666
155,666
-
8(a)
2,097,761
155,666
The accompanying notes form part of these financial statements
2016 Annual Financial Report
30
For personal use only STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
Ordinary
Shares
Accumulated
Losses
$
$
Total
$
Balance at 1 July 2015
220,903
(400,251)
(179,348)
Loss for the year
Total comprehensive loss for the year
-
-
(8,797,978)
(8,797,978)
(8,797,978)
(8,797,978)
Transactions with owners in their capacity
as owners:
Issue of shares prior to acquisition
Issue of shares for acquisition of subsidiary
Shares issued
Share issue expenses
Share based payments
Balance at 30 June 2016
Balance at 24 July 2014 (date of incorporation)
Loss for the year
Total comprehensive loss for the year
Transactions with owners in their capacity
as owners:
Issue of ordinary shares
Balance at 30 June 2015
533,377
6,909,683
3,874,300
(251,030)
40,000
-
-
-
-
-
533,377
6,909,683
3,874,300
(251,030)
40,000
11,327,233
(9,198,229)
2,129,004
Ordinary
Shares
Accumulated
Losses
$
$
Total
$
-
-
-
-
-
(400,251)
(400,251)
(400,251)
(400,251)
220,903
-
220,903
220,903
(400,251)
(179,348)
The accompanying notes form part of these financial statements
2016 Annual Financial Report
31
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Peppermint Innovation Limited (the Company) is an Australian company incorporated on 24 July 2014. On 4
December 2015, the Company listed on the Australian Securities Exchange via the reverse takeover of
Chrysalis Resources Limited.
The principal activities of the Group (the Company and its controlled entities) were the development and
commercialisation of its mobile banking, payment and remittance platform.
(a)
Basis of Preparation
Statement of compliance
The financial report is a general-purpose financial report, which has been prepared in accordance
with the requirements of the Corporations Act 2001, Accounting Standards and Interpretations, and
complies with other requirements of the law.
Accounting Standards
include Australian Accounting Standards (AASBs). Compliance with
Australian Accounting Standards ensures that the financial statements and notes comply with
International Financial Reporting Standards (IFRS) adopted by the International Accounting
Standards Board (IASB).
The financial statements were authorised for issue by the directors on 30 August 2016.
Basis of measurement
The financial report has also been prepared on a historical cost basis.
Functional and presentation currency
The financial report is presented in Australian dollars, which is the Company’s functional currency.
Reverse Acquisition accounting
On 4 December 2015, Peppermint Innovation Limited (formerly Chrysalis Resources Limited), the
legal parent and legal acquirer, completed the acquisition of Peppermint Technology Limited
(previously Peppermint Innovation Limited) and its controlled subsidiary. The acquisition did not
meet the definition of a business combination in accordance with AASB 3 Business Combinations,
with Peppermint Technology Limited deemed to be the accounting acquirer. The acquisition has
been treated as a group recapitalisation, using the principles of reverse acquisition accounting in
AASB 3 Business Combinations. Effectively Peppermint Technology Limited has been recapitalised,
acquiring the net assets and listing status of Peppermint Innovation Limited.
Accordingly the consolidated financial statements of the Peppermint Innovation Limited have been
prepared as a continuation of the business and operations of Peppermint Technology Limited. The
recapitalisation is measured at the fair value of the equity instruments that would have been given by
the controlled entity, Peppermint Technology Limited, to have exactly the same percentage holding
in the new structure at the date of acquisition.
The implications of the acquisition on the group restructure on the financial statements are as
follows;
Consolidated Statement of Profit or Loss and Other Comprehensive Income, Consolidated
Statement of Changes in Equity and Consolidated Statement of Cash flow.
• The 30 June 2016 statements comprises 12 months of Peppermint Technology Limited and
Peppermint Tech. Inc and 6 months and 27 days of Peppermint Innovation Limited.
• The 30 June 2015 comparative statements comprises the period 24 July 2014 to 30 June
2015 of Peppermint Technology Limited and Peppermint Tech. Inc only.
2016 Annual Financial Report
32
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(a)
Basis of Preparation (continued)
Consolidated Statement of Financial Position
• The statement of financial position as at 30 June 2016 comprises of Peppermint Technology
Limited, Peppermint Innovation Limited and the other controlled entities listed in Note 14(c).
• The comparative statement of financial position at 30 June 2015 comprises Peppermint
Technology Limited and Peppermint Technology Inc.
(b)
Application of new and revised Accounting Standards
New, revised or amending Accounting Standards and Interpretations adopted
The Group has adopted all of the new, revised or amending Accounting Standards and
Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for
the current reporting period.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory
have not been early adopted.
New standards and interpretations not yet adopted
A number of new standards, amendments to standards and interpretations issued by the AASB
which are not yet mandatorily applicable to the Group have not been applied in preparing these
consolidated financial statements. Those which may be relevant to the Group are set out below. The
Group does not plan to adopt these standards early.
AASB 9 Financial Instruments and associated Amending Standards (applicable for annual
reporting period commencing 1 January 2018)
The Standard will be applicable retrospectively (subject to the comment on hedge accounting
below) and includes revised requirements for the classification and measurement of financial
instruments, revised recognition and derecognition requirements for financial instruments and
simplified requirements for hedge accounting.
Key changes made to this standard that may affect the Group on initial application include
certain simplifications to the classification of financial assets, simplifications to the accounting of
embedded derivatives, and the irrevocable election to recognise gains and losses on
investments in equity instruments that are not held for trading in other comprehensive income.
The directors anticipate that the adoption of AASB 9 will not have a material impact on the
Group’s financial instruments.
2016 Annual Financial Report
33
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(b)
Application of new and revised Accounting Standards (continued)
AASB 15: Revenue from Contracts with Customers (applicable to annual reporting periods
commencing on or after 1 January 2018).
When effective, this Standard will replace the current accounting requirements applicable to
revenue with a single, principles-based model. Except for a limited number of exceptions,
including leases, the new revenue model in AASB 15 will apply to all contracts with customers
as well as non-monetary exchanges between entities in the same line of business to facilitate
sales to customers and potential customers.
The core principle of the Standard is that an entity will recognise revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for the goods or services. To achieve this objective,
AASB 15 provides the following five-step process:
-
-
-
-
-
identify the contract(s) with a customer;
identify the performance obligations in the contract(s);
determine the transaction price;
allocate the transaction price to the performance obligations in the contract(s); and
recognise revenue when (or as) the performance obligations are satisfied.
This Standard will require retrospective restatement, as well as enhanced disclosures regarding
revenue.
The directors anticipate that the adoption of AASB 15 will not have a material impact on the
Group’s revenue recognition and disclosures.
AASB 16: Leases (applicable to annual reporting periods commencing on or after 1 January
2019).
AASB 16 removes the classification of leases as either operating leases or finance leases for the
lessee effectively treating all leases as finance leases. Short term leases (less than 12 months)
and leases of a low value are exempt from the lease accounting requirements. Lessor
accounting remains similar to current practice.
The directors anticipate that the adoption of AASB 15 will not have a material impact on the
Group’s revenue recognition and disclosures.
(c)
Statement of Compliance
The financial report complies with Australian Accounting Standards, which include Australian
equivalents to International Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures
that the financial report, comprising the financial statements and notes thereto, complies with
International Financial Reporting Standards (IFRS).
2016 Annual Financial Report
34
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(d)
Critical accounting judgements and key sources of estimation uncertainty
The application of accounting policies requires the use of judgements, estimates and assumptions
about carrying values of assets and liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these estimates.
Share-based payment transactions:
The Group measures the cost of equity-settled share-based payments at fair value at the grant date
using an option pricing model, taking into account the terms and conditions upon which the
instruments were granted. The fair value is determined by a valuation using a Black Scholes Option
Pricing Model.
Acquisition accounting:
On 4 December 2015, Peppermint Innovation Limited (formerly Chrysalis Resources Limited), the
legal parent and legal acquirer, completed the acquisition of Peppermint Technology Limited
(previously Peppermint Innovation Limited) and its controlled subsidiary. The acquisition did not
meet the definition of a business combination in accordance with AASB 3 Business Combinations,
with Peppermint Technology Limited deemed to be the accounting acquirer. The acquisition has
been treated as a group recapitalisation, using the principles of reverse acquisition accounting in
AASB 3 Business Combinations. Effectively Peppermint Technology Limited has been recapitalised,
acquiring the net assets and listing status of Peppermint Innovation Limited.
Accordingly the consolidated financial statements of the Peppermint Innovation Limited have been
prepared as a continuation of the business and operations of Peppermint Technology Limited. The
recapitalisation is measured at the fair value of the equity instruments that would have been given by
the controlled entity, Peppermint Technology Limited, to have exactly the same percentage holding
in the new structure at the date of acquisition.
(e)
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured.
Interest income
Interest revenue is recognised on a time proportionate basis that takes into account the effective
yield on the financial asset.
(f)
Cash and cash equivalents
Cash comprises cash at bank and in hand. Cash equivalents are short term, highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
For the purposes of the Statement of Cash Flows, cash and cash equivalents consist of cash and
cash equivalents as defined above.
(g)
Trade and other receivables
Trade receivables are measured on initial recognition at fair value and are subsequently measured
at amortised cost using the effective interest rate method, less provision for impairment. Trade
receivables are generally due for settlement within periods ranging from 30 to 90 days.
2016 Annual Financial Report
35
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(h)
Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the
contractual provisions to the financial instrument. For financial assets, this is equivalent to the date
that the Group commits itself to either purchase or sell the asset (ie trade date accounting is
adopted).
Financial instruments are initially measured at fair value plus transaction costs, except where the
instrument is classified “at fair value through profit or loss” in which case transaction costs are
recognised as expenses in profit or loss immediately.
Classification and subsequent measurement
Financial instruments are subsequently measured at fair value, amortised cost using the effective
interest method or cost. Where available, quoted prices in an active market are used to determine
fair value. In other circumstances, valuation techniques are adopted.
Amortised cost is calculated as the amount at which the financial asset or financial liability is
measured at initial recognition less repayments made and any reduction for impairment, and
adjusted for any cumulative amortisation of the difference between that initial amount and the
maturity amount calculated using the effective interest method.
The effective interest method is used to allocate interest income or interest expense over the
relevant period and is equivalent to the rate that exactly discounts estimated future cash payments
or receipts (including fees, transaction costs and other premiums or discounts) through the expected
life (or when this cannot be reliably predicted, the contractual term) of the financial instrument to the
net carrying amount of the financial asset or financial liability. Revisions to expected future net cash
flows will necessitate an adjustment to the carrying amount with a consequential recognition of an
income or expense item in profit or loss.
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques
are applied to determine the fair value for all unlisted securities, including recent arm’s length
transactions, reference to similar instruments and option pricing models.
a.
Financial liabilities
Non-derivative financial liabilities other than financial guarantees 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.
(i)
Intangible assets
Research and development costs
Research costs are expensed as incurred. An intangible asset arising from development expenditure
on an internal project is recognised only when the Group can demonstrate the technical feasibility of
completing the intangible asset so that it will be available for use or sale, its intention to complete
and its ability to use or sell the asset, how the asset will generate future economic benefits, the
availability of resources to complete the development and the ability to measure reliably the
expenditure attributable to the intangible asset during its development. Following the initial
recognition of the development expenditure, the cost model is applied requiring the asset to be
carried at cost less any accumulated amortisation and accumulated impairment losses. Any
expenditure so capitalised is amortised over the period of expected benefit from the related project.
The carrying value of an intangible asset arising from development expenditure is tested for
impairment annually when the asset is not yet available for use, or more frequently when an
indication of impairment arises during the reporting period.
2016 Annual Financial Report
36
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
(i)
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Intangible assets (continued)
Licences
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation
and any accumulated impairment losses. Internally generated intangible assets, excluding
capitalised development costs, are not capitalised and expenditure is charged against profits in the
year in which the expenditure is incurred.
The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets
with finite lives are amortised over the useful life and assessed for impairment whenever there is an
indication that the intangible asset may be impaired. The amortisation period and the amortisation
method for an intangible asset with a finite useful life is reviewed at least at each financial year-end.
Changes in the expected useful life or the expected pattern of consumption of future economic
benefits embodied in the asset are accounted for by changing the amortisation period or method, as
appropriate, which is a change in accounting estimate. The amortisation expense on intangible
assets with finite lives is recognised in profit or loss in the expense category consistent with the
function of the intangible asset.
Intangible assets with indefinite useful lives are tested for impairment annually either individually or
at the cash-generating unit level. Such intangibles are not amortised. The useful life of an intangible
asset with an indefinite life is reviewed each reporting period to determine whether indefinite life
assessment continues to be supportable. If not, the change in the useful life assessment from
indefinite to finite is accounted for as a change in an accounting estimate and is thus accounted for
on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in profit
or loss when the asset is de-recognised.
The Group’s intangible asset represents copyright, designs, trademarks, development costs and
other intellectual property amortised over the remaining life on a straight line basis.
(j)
Income tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid
to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted by the balance sheet date.
Deferred income tax is provided on all temporary differences at the balance sheet date between the
tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
•
•
when the deferred income tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and that, at the time of
the transaction, affects neither the accounting profit nor taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries,
associates or interests in joint ventures, and the timing of the reversal of the temporary
difference can be controlled and it is probable that the temporary difference will not reverse
in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of
unused tax assets and unused tax losses, to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences and the carry-forward of unused tax
credits and unused tax losses can be utilised, except:
2016 Annual Financial Report
37
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
(i)
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income tax (continued)
•
•
when the deferred income tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries,
associates or interests in joint ventures, in which case a deferred tax asset is only
recognised to the extent that it is probable that the temporary difference will reverse in the
foreseeable future and taxable profit will be available against which the temporary difference
can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred income tax asset to be utilised.
Unrecognised deferred income tax assets are reassessed at each balance sheet date and are
recognised to the extent that it has become probable that future taxable profit will allow the deferred
tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that
have been enacted or substantively enacted at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit
or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred tax assets and liabilities
relate to the same taxable entity and the same taxation authority.
(k)
Other taxes
Revenues, expenses and assets are recognised net of the amount of GST except:
•
•
when the GST incurred on a purchase of goods and services is not recoverable from the
taxation authority, in which case the GST is recognised as part of the cost of acquisition of
the asset or as part of the expense item as applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the Statement of Financial Position.
Cash flows are included in the Consolidated Statement of Cash Flows on a gross basis and the GST
component of cash flows arising from investing and financing activities, which is recoverable from, or
payable to, the taxation authority are classified as operating cash flows.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or
payable to, the taxation authority.
2016 Annual Financial Report
38
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
(l)
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, plant and equipment
Plant and equipment is stated at cost less accumulated depreciation and any accumulated
impairment losses. Such cost includes the cost of replacing parts that are eligible for capitalisation
when the cost of replacing the parts is incurred. Similarly, when each major inspection is performed,
its cost is recognised in the carrying amount of the plant and equipment as a replacement only if it is
eligible for capitalisation.
Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as
follows:
Plant and equipment – over 5 to 8 years
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if
appropriate, at each financial year end.
(i) Impairment
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with
recoverable amount being estimated when events or changes in circumstances indicate that the
carrying value may be impaired.
The recoverable amount of plant and equipment is the higher of fair value less costs to sell and
value in use. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, recoverable amount is
determined for the cash-generating unit to which the asset belongs, unless the asset's value in use
can be estimated to be close to its fair value.
An impairment exists when the carrying value of an asset or cash-generating units exceeds its
estimated recoverable amount. The asset or cash-generating unit is then written down to its
recoverable amount.
For plant and equipment, impairment losses are recognised in the statement of comprehensive
income in the cost of sales line item.
(ii) De-recognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future
economic benefits are expected from its use or disposal.
Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net
disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the
asset is derecognised.
(m)
Impairment of assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required,
the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is
the higher of its fair value less costs to sell and its value in use and is determined for an individual
asset, unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets and the asset's value in use cannot be estimated to be close to its
fair value. In such cases the asset is tested for impairment as part of the cash-generating unit to
which it belongs. When the carrying amount of an asset or cash-generating unit exceeds its
recoverable amount, the asset or cash-generating unit is considered impaired and is written down to
its recoverable amount.
2016 Annual Financial Report
39
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(m)
Impairment of assets (continued)
In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. Impairment losses relating to continuing operations are
recognised in those expense categories consistent with the function of the impaired asset unless the
asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation
decrease).
An assessment is also made at each reporting date as to whether there is any indication that
previously recognised impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset’s recoverable
amount since the last impairment loss was recognised. If that is the case the carrying amount of the
asset is increased to its recoverable amount. That increased amount cannot exceed the carrying
amount that would have been determined, net of depreciation, had no impairment loss been
recognised for the asset in prior years. Such reversal is recognised in profit or loss unless the asset
is carried at revalued amount, in which case the reversal is treated as a revaluation increase. After
such a reversal the depreciation charge is adjusted in future periods to allocate the asset’s revised
carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(n)
Trade and other payables
Trade payables and other payables are carried at amortised costs and represent liabilities for goods
and services provided to the Group prior to the end of the period that are unpaid and arise when the
Group becomes obliged to make future payments in respect of the purchase of these goods and
services.
(o)
Interest-bearing loans and borrowings
All loans and borrowings are initially recognised at the fair value of the consideration received less
directly attributable transaction costs. After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the effective interest method. Gains and losses
are recognised in profit or loss when the liabilities are de-recognised.
(p)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
When the Group expects some or all of a provision to be reimbursed, for example under an
insurance contract, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain. The expense relating to any provision is presented in the
statement of comprehensive income net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects the risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as
a borrowing cost.
(i) Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating
sick leave expected to be settled within 12 months of the reporting date are recognised in other
payables in respect of employees’ services up to the reporting date, They are measured at the
amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick
leave are recognised when the leave is taken and are measured at the rates paid or payable.
2016 Annual Financial Report
40
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(p)
Provisions (continued)
(ii) Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured
as the present value of expected future payments to be made in respect of services provided by
employees up to the reporting date. Consideration is given to expected future wage and salary
levels, experience of employee departures, and period of service. Expected future payments are
discounted using market yields at the reporting date on national government bonds with terms to
maturity and currencies that match, as closely as possible, the estimated future cash outflows.
(q)
Share-based payment transactions
The Group provides benefits to employees (including senior executives) of the Group in the form of
share-based payments, whereby employees render services in exchange for shares or rights over
shares (equity-settled transactions).
The cost of these equity-settled transactions with employees is measured by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by
an internal valuation using an option pricing model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than
conditions linked to the price of the shares of the Group (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in
equity, over the period in which the performance and/or service conditions are fulfilled, ending on the
date on which the relevant employees become fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until
vesting date reflects (i) the extent to which the vesting period has expired and (ii) the Group’s best
estimate of the number of equity instruments that will ultimately vest. No adjustment is made for the
likelihood of market performance conditions being met as the effect of these conditions is included in
the determination of fair value at grant date. The statement of comprehensive income charge or
credit for a period represents the movement in cumulative expense recognised as at the beginning
and end of that period.
(q)
Share-based payment transactions
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is
only conditional upon a market condition. If the terms of an equity-settled award are modified, as a
minimum an expense is recognised as if the terms had not been modified. In addition, an expense is
recognised for any modification that increases the total fair value of the share-based payment
arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and
any expense not yet recognised for the award is recognised immediately. However, if a new award is
substituted for the cancelled award and designated as a replacement award on the date that it is
granted, the cancelled and new award are treated as if they were a modification of the original
award, as described in the previous paragraph.
(r)
Issued capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2016 Annual Financial Report
41
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(s)
Fair value of assets and liabilities
The Group measures some of its assets and liabilities at fair value on either a recurring or non-
recurring basis, depending on the requirements of the applicable Accounting Standard.
Fair value is the price the Group would receive to sell an asset or would have to pay to transfer a
liability in an orderly (ie unforced) transaction between independent, knowledgeable and willing
market participants at the measurement date.
As fair value is a market-based measure, the closest equivalent observable market pricing
information is used to determine fair value. Adjustments to market values may be made having
regard to the characteristics of the specific asset or liability. The fair values of assets and liabilities
that are not traded in an active market are determined using one or more valuation techniques.
These valuation techniques maximise, to the extent possible, the use of observable market data.
To the extent possible, market information is extracted from either the principal market for the asset
or liability (ie the market with the greatest volume and level of activity for the asset or liability) or, in
the absence of such a market, the most advantageous market available to the entity at the end of the
reporting period (ie the market that maximises the receipts from the sale of the asset or minimises
the payments made to transfer the liability, after taking into account transaction costs and transport
costs).
For non-financial assets, the fair value measurement also takes into account a market participant's
ability to use the asset in its highest and best use or to sell it to another market participant that would
use the asset in its highest and best use.
The fair value of liabilities and the entity's own equity instruments (excluding those related to share-
based payment arrangements) may be valued, where there is no observable market price in relation
to the transfer of such financial instruments, by reference to observable market information where
such instruments are held as assets. Where this information is not available, other valuation
techniques are adopted and, where significant, are detailed in the respective note to the financial
statements.
Valuation techniques
In the absence of an active market for an identical asset or liability, the Group selects and uses one
or more valuation techniques to measure the fair value of the asset or liability, The Group selects a
valuation technique that is appropriate in the circumstances and for which sufficient data is available
to measure fair value. The availability of sufficient and relevant data primarily depends on the
specific characteristics of the asset or liability being measured. The valuation techniques selected by
the Group are consistent with one or more of the following valuation approaches:
•
•
•
Market approach: valuation techniques that use prices and other relevant information
generated by market transactions for identical or similar assets or liabilities.
Income approach: valuation techniques that convert estimated future cash flows or income
and expenses into a single discounted present value.
Cost approach: valuation techniques that reflect the current replacement cost of an asset at
its current service capacity.
Each valuation technique requires inputs that reflect the assumptions that buyers and sellers would
use when pricing the asset or liability, including assumptions about risks. When selecting a valuation
technique, the Group gives priority to those techniques that maximise the use of observable inputs
and minimise the use of unobservable inputs. Inputs that are developed using market data (such as
publicly available information on actual transactions) and reflect the assumptions that buyers and
sellers would generally use when pricing the asset or liability are considered observable, whereas
inputs for which market data is not available and therefore are developed using the best information
available about such assumptions are considered unobservable.
2016 Annual Financial Report
42
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
1.
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(s)
Fair value of assets and liabilities (continued)
Fair value hierarchy
AASB 13 requires the disclosure of fair value information by level of the fair value hierarchy, which
categorises fair value measurements into one of three possible levels based on the lowest level that
an input that is significant to the measurement can be categorised into as follows:
Level 1
Measurements based on quoted prices (unadjusted) in active markets for identical assets or
liabilities that the entity can access at the measurement date.
Measurements based on inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly.
Level 2
Measurements based on inputs other than quoted prices included in Level 1 that are observable for
the asset or liability, either directly or indirectly.
Level 3
Measurements based on unobservable inputs for the asset or liability.
The fair values of assets and liabilities that are not traded in an active market are determined using
one or more valuation techniques. These valuation techniques maximise, to the extent possible, the
use of observable market data. If all significant inputs required to measure fair value are observable,
the asset or liability is included in Level 2. If one or more significant inputs are not based on
observable market data, the asset or liability is included in Level 3.
The Group would change the categorisation within the fair value hierarchy only in the following
circumstances:
(a) if a market that was previously considered active (Level 1) became inactive (Level 2 or Level
3) or vice versa; or
(b) if significant inputs that were previously unobservable (Level 3) became observable (Level 2)
or vice versa.
When a change in the categorisation occurs, the Group recognises transfers between levels of the
fair value hierarchy (i.e. transfers into and out of each level of the fair value hierarchy) on the date
the event or change in circumstances occurred.
(t)
Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to the owners of the
Company, excluding any costs of servicing equity other than ordinary shares, by the weighted
average number of ordinary shares outstanding during the financial year, adjusted for bonus
elements in ordinary shares issued during the 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.
2016 Annual Financial Report
43
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
2.
REVERSE ACQUISITION ACCOUNTING
Peppermint Innovation Limited
On 4 December 2015, Peppermint Innovation Limited (formerly Chrysalis Resources Limited)
completed the legal acquisition of Peppermint Technology Limited (formerly Peppermint Innovation
Limited). Under the Australian Accounting Standards, Peppermint Technology Limited was deemed
to be the accounting acquirer in this transaction. The acquisition has been accounted for as a share
based payment in which Peppermint Technology Limited acquired the net assets and listing status of
Peppermint Innovation Limited.
(a)
Deemed Consideration:
The purchase consideration was the 350,000,000 shares in Peppermint Innovation Limited (formerly
Chrysalis Resources Limited and legal parent) to the shareholders of Peppermint Technology
Limited (formerly Peppermint Innovation Limited) deemed to have a value of $6,909,683 determined
as follows:
Quoted share price on 4 December 2015
Peppermint Innovation Limited (formerly Chrysalis Resources Limited)
shares on issue at acquisition date
Deemed consideration
$0.02
345,484,128
$6,909,683
As part of the transaction, Peppermint Innovation Limited (formerly Chrysalis Resources Limited)
issued a total of 100,000,000 performance shares to the shareholders of Peppermint Technology
Limited (formerly Peppermint Innovation Limited) which convert to fully paid ordinary shares on the
basis of one (1) performance share into one (1) fully paid ordinary share in the capital of the
Company, upon the following milestones being achieved:
Event/Milestone
Milestone 1: the Company or its subsidiaries generating cumulative revenue of
$15,000,000 from the Mobile Banking Payments Remittance Business
(MBPRB) by 20 May 2020
Milestone 2: the Company or its subsidiaries generating cumulative revenue of
$50,000,000 from the MBPRB by 20 May 2020
Number of
Shares
50,000,000
50,000,000
100,000,000
No value has been allocated to the Performance Shares due to the significant uncertainty of meeting
the two performance milestones which are based on future events.
(b)
Fair value of Peppermint Innovation Limited at acquisition:
Cash deficit
Trade and other receivables
Trade and other payables
Net liabilities (deemed fair value)
$
(281,770)
39,253
(206,869)
(449,386)
2016 Annual Financial Report
44
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
2.
REVERSE ACQUISITION ACCOUNTING (continued)
(c)
Restructuring and relisting costs:
Excess of consideration provided over the fair value of net liabilities
at the date of acquisition, being group restructuring and relisting
costs, recorded in the statement of profit or loss and other
comprehensive income
$
7,359,069
3.
SEGMENT REPORTING
The Group operates predominately in the mobile banking, payment and remittance industry. For
management purposes, the Group is organised into one main operating segment being the mobile
banking, payment and remittance business. All of the Group’s activities are inter-related and
discrete financial information is reported to the Board (Chief Operating Decision Maker) as a single
segment. Accordingly, all significant operating decisions are based upon analysis of the Group as
one segment. The financial results from this segment are equivalent to the financial results of the
Group as a whole.
2016
$
2015
$
4.
EARNINGS/(LOSS) PER SHARE
Basic and diluted loss per share (cents per share)
(1.4)
(0.1)
The loss and weighted average number of ordinary shares used in the calculation of basic earnings
per share is as follows:
Loss for the year
Weighted average number of shares outstanding during the
year used in calculations of basic loss per share:
(8,797,978)
(400,251)
639,387,743
300,410,880
There is no dilution of shares due to options as the potential ordinary shares are not dilutive and are
therefore not included in the calculation of diluted loss per share.
5.
RESULT FOR THE YEAR
Administration costs
Administration cost comprise:
-
-
-
-
-
-
-
-
-
-
Audit fees
Consulting fees
Depreciation and amortisation
Directors' fees and consulting remuneration
Employee expenses
Insurance
Investor relations
Licence fees and royalties
Start-up expenses
Sundry expenses
25,833
109,704
28,229
523,163
325,252
12,317
188,334
106,221
-
173,283
4,000
-
-
89,500
-
-
-
140,735
99,015
70,268
1,492,336
403,518
2016 Annual Financial Report
45
For personal use only
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
5.
RESULTS FOR THE YEAR (continued)
Finance costs
Financial liabilities measured at amortised cost:
-
Interest on convertible notes
Peppermint Innovation Limited
26,180
26,180
7,722
7,722
Finance costs includes all interest-related expenses, other than those arising from financial assets at
fair value through profit or loss. The following amounts have been included in the finance costs line
in the statement of profit or loss and other comprehensive income for the reporting periods
presented:
6.
SHARE BASED PAYMENT
The Company issued 2,000,000 shares to Mr Leigh Ryan, a director of the Company, under the
terms of Leigh Ryan’s employment contract with Chrysalis Resources Limited. Under this contract,
performance shares previously issued vested upon the takeover of the Company.
A value of $40,000 was ascribed to these shares, based on the issue price of $0.02 per share in
accordance with the prospectus (see note 2 for further details and notes 14 and 15 for transactions
involving key management personnel).
7.
INCOME TAX
(a)
Income tax recognised in profit/loss
No income tax is payable by the company entities as it recorded a loss for income tax purposes for
the period.
(b)
Numerical reconciliation between income tax expense and the loss before income tax.
The prima facie income tax benefit on pre-tax accounting loss from operations reconciles to the
income tax expense in the financial statements as follows:
Accounting loss before tax
Add: restructuring / relisting expenses
Income tax benefit at 28.5% (2015: 30%)
Unrecognised tax losses
Income tax benefit attributable to loss from ordinary activities
(c) Unrecognised deferred tax balances
Tax losses at 28.5% (2015: 30%)
Deferred tax asset not booked
Accrued liabilities
Prepayments
Intangible assets
Blackhole deductions
Net unrecognised deferred tax (asset) / liability at 28.5% (2015:
30%)
2016
$
2015
$
(8,797,978)
(400,251)
7,359,069
-
(1,438,909)
(400,251)
410,089
(410,089)
-
120,075
(120,075)
-
(531,867)
(140,039)
(13,860)
2,681
(40,227)
(21,248)
(1,200)
-
50,813
(29,822)
(604,521)
(120,249 )
A deferred tax asset attributable to income tax losses has not been recognised at balance date as
the probability criteria disclosed in Note 1(j) is not satisfied and such benefit will only be available if
the conditions of deductibility also disclosed in Note 1(j) are satisfied.
2016 Annual Financial Report
46
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
8.
CASH AND CASH EQUIVALENTS
Cash at bank
Peppermint Innovation Limited
2016
$
2015
$
2,097,761
155,666
2,097,761
155,666
Cash at bank earns interest at floating rates based on daily bank deposit rates.
(a)
Reconciliation to Cash Flow Statement
For the purposes of the cash flow statement, cash and cash equivalents comprise cash on hand and
at bank.
Cash and cash equivalents as shown in the cash flow statement are reconciled to the related items
in the balance sheet as follows:
Cash and cash equivalents
2,097,761
155,666
(b)
Reconciliation of loss after income tax to net cash flows from operating activities:
Loss for the year
Non cash-flow items in loss for the year:
-
Interest accrued on convertible notes
- Depreciation / assets written off
- Share based payment in employee benefits expense
- Restructuring / relisting expense
Changes in operating assets and liabilities:
-
(Increase) in other assets
- Decrease in trade and other payables
-
Increase in income taxes payable
Cashflow used in operating activities
9.
OTHER ASSETS
Current:
GST receivable
Advances to employees
Deposit
Prepayments
(8,797,978)
(400,251)
26,180
28,229
40,000
7,359,069
7,196
13
-
-
12,901
(26,532)
(67,807)
24,488
-
831
(1,399,406)
(394,255)
27,441
24,290
-
-
9,406
36,847
1,034
1,095
113
26,532
2016 Annual Financial Report
47
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
10.
INTANGIBLE ASSETS
Opening balance at beginning of the period
Additions
Amortisation for the year
At 30 June, net of accumulated amortisation
At cost
Accumulated amortisation
At 30 June, net of accumulated amortisation
2016
$
2015
$
169,375
-
-
169,375
(28,229)
-
141,146
169,375
169,375
169,375
(28,229)
-
141,146
169,375
Intangible assets comprise of the capitalisation of consulting fees paid to two directors in 2015 for
securing the licences for the Group.
11.
TRADE AND OTHER PAYABLES
Current:
Sundry payables and accrued expenses
12.
BORROWINGS
Current:
Unsecured liabilities
Loans
Accrued interest
Conversion to shares
146,750
146,750
25,319
25,319
500,000
500,000
33,377
7,196
(533,377)
-
-
507,196
In May 2015, Peppermint Technologies Limited entered into loan agreements with shareholders for
loans totalling $500,000. Under the loan agreements, interest accrues at a fixed rate of 12% per
annum. The loans plus the accrued interest were converted to 1,923,077 fully paid ordinary shares in
Peppermint Technology Limited (formerly Peppermint Innovation Limited) before the reverse
takeover, which resulting in these 1,923,077 shares being exchanged for 50,000,000 shares (see
notes 2 and 13).
2016 Annual Financial Report
48
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
13.
CONTRIBUTED EQUITY
Paid up capital – ordinary shares
Capital raising costs
(a)
Ordinary shares
30 June 2016 movements in share capital:
Balance at 1 July 2015
Shares issued (see note 12)
Elimination of Issued Capital on acquisition of subsidiary (i)
Existing Chrysalis Resources Ltd shares on acquisition (see note 2(a))
Issue of shares on acquisition of subsidiary (see note 2(a))
Issue of shares from capital raising (ii)
Share issue expenses
Share based payment (see note 6)
Balance at 30 June 2016
2016
$
2015
$
11,578,263
220,903
(251,030)
-
11,327,233
220,903
Number of
shares
11,650,000
1,923,077
(13,573,077)
345,484,128
$
220,903
533,377
-
-
350,000,000
6,909,683
193,715,000
3,874,300
-
(251,030)
2,000,000
40,000
891,199,128 11,327,233
(i) On 4 December 2015, Peppermint Innovations Limited (formerly Chrysalis Resources Limited)
acquired 100% of the share capital of Peppermint Technology Limited (formerly Peppermint
Innovations Limited). Under Australian Accounting Standards, Peppermint Technology Limited
was deemed to be the accounting acquirer in this transaction. The acquisition has been
accounted for as a share based payment in which Peppermint Technology Limited acquires the
net assets and listing status of Peppermint Innovations Limited (formerly Chrysalis Resources
Limited).
(ii) The Company issued 193,715,000 at $0.02 to raise $3,874,300, before costs, under a re-
compliance prospectus dated 16 October 2015 as part of a recapitalisation of the Company
pursuant to a reverse takeover. Please see note 2 for further details.
The holders of ordinary shares are entitled to participate in dividends and the proceeds on winding
up of the Company. On a show of hands at meetings of the Company, each holder of ordinary
shares has one vote in person or by proxy, and upon a poll each share is entitled to one vote. The
Company does not have authorised capital or par value in respect of its shares.
2016 Annual Financial Report
49
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
13.
CONTRIBUTED EQUITY (continued)
(b)
Performance shares
Peppermint Innovation Limited
100,000,000 performance shares were issued to the shareholders of Peppermint Technology
Limited (formerly Peppermint Innovation Limited) which convert to fully paid ordinary shares on the
basis of one (1) performance share into one (1) fully paid ordinary share in the capital of the
Company, upon the following milestones being achieved:
Event/Milestone
Milestone 1: the Company or its subsidiaries generating cumulative revenue of
$15,000,000 from the Mobile Banking Payments Remittance Business
(MBPRB) by 20 May 2020
Milestone 2: the Company or its subsidiaries generating cumulative revenue of
$50,000,000 from the MBPRB by 20 May 2020
Number of
Shares
50,000,000
50,000,000
100,000,000
No value has been allocated to the Performance Shares due to the significant uncertainty of meeting
the two performance milestones which are based on future events.
As at 30 June 2016, none of the milestones of the performance shares had been achieved.
Refer to Note 2 for further information.
(c)
Restricted securities
237,879,827 fully paid ordinary shares and 67,688,535 Performance Shares are restricted from
being disposed of until 3 December 2017 and 72,124,463 fully paid ordinary shares are restricted
from being disposed of until 3 December 2016 in accordance with the conditions imposed by the
Australian Securities Exchange under the re-structuring and re-listing of the Company
14.
RELATED PARTIES
Transactions between related parties are on normal commercial terms and conditions no more
favourable than those available to other parties unless otherwise stated.
(a)
The Group's main related parties are as follows:
(i)
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.
For details of remuneration disclosures relating to key management personnel, refer to Note
15: Key Management Personnel Disclosures.
Other transactions with KMP and their related entities are shown below.
(ii)
Other related parties include close family members of key management personnel and
entities that are controlled.
Other related parties include close family members of key management personnel and
entities that are controlled or significantly influenced by those key management personnel or
their close family members.
2016 Annual Financial Report
50
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
14.
RELATED PARTIES (continued)
(b)
Issue of shares under a reverse takeover
Peppermint Innovation Limited
During the 2016 year, the following directors were issued shares and performance shares in
exchange for shares they owned in Peppermint Technologies Limited, which was the subject of a
reverse takeover by the Company:
Christopher Kain
Anthony Kain
Matthew Cahill
Leigh Ryan
Shares
Performance Shares
110,325,322
93,991,416
6,437,768
Nil
31,521,521
26,854,690
1,839,362
Nil
Refer to Note 2 for further information.
(c)
Subsidiaries
All controlled entities are included in the consolidated financial statements. The parent entity does
not guarantee to pay the deficiency of its controlled entities in the event of a winding up of any
controlled entity.
Name
Parent entities:
Country of
Incorporation
Principal Activity
% Equity
interest
2016
% Equity
interest
2015
Peppermint Innovation Limited
Australia
Peppermint Technologies Pty Ltd
Australia
Controlled entities:
Peppermint Technologies Pty Ltd
Australia
Peppermint Technologies, Inc
Philippines
Information
technology
Information
technology
Information
technology
Information
technology
(i)
(i)
100%
(i)
100%
100%
Zambian Copper Pty Ltd (ii)
Australia
Horizon Copper Zambia Limited
Sedgwick Resources Limited (ii)
Zambia
Zambia
Intermediate
Holding Company
Dormant
Mineral exploration
100%
100%
100%
Nil
Nil
Nil
(i)
(ii)
In 2015 the parent entity was Peppermint Technology Pty Ltd (formerly Peppermint
Technology Limited). Upon completion of the reverse take-over of Chrysalis Resources
Limited (see Note 2 for further details), Peppermint Innovation Limited became the parent
entity.
The Group also holds 100% of Sedgwick Resources Limited, a company incorporated in
Zambia, which holds mineral exploration tenements and projects and its holding company,
Zambian Copper Pty Ltd. The Group has ceased funding these company and all assets were
impaired at the date of the reverse takeover on 4 December 2015.
2016 Annual Financial Report
51
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
15.
KEY MANAGEMENT PERSONNEL
Remuneration paid:
Short-term employee benefits
Post-employment benefits
Share-based payments
Please see the Remuneration Report for further details.
2016
$
2015
$
523,163
275,000
-
40,000
563,163
-
-
275,000
2016
$
2015
$
16.
PARENT ENTITY INFORMATION
(a)
Information relating to Peppermint Innovation Limited, 2015 Peppermint Technology Pty Ltd
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Contributed equity
Accumulated losses
Total shareholders’ equity
Loss for the parent entity
Total comprehensive income of the parent entity
(b)
Guarantees
2,582,273
-
2,582,273
(102,880)
-
(102,880)
170,100
171,872
341,972
(24,030)
(507,196)
(531,226)
2,479,393
(189,254)
(10,572,953)
220,903
8,093,560
(410,157)
2,479,393
(189,254)
8,093,560
8,093,560
(410,157)
(410,157)
No guarantees have been entered into by the Company in relation to the debts of its subsidiaries.
(c)
Commitments
Commitments of the Company as at reporting date are disclosed in note 17 to the financial
statements.
2016 Annual Financial Report
52
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
17.
COMMITMENTS
(a)
Leases as lessee
The Group leases an office and office equipment. At 30 June, the future minimum lease payments
under non-cancellable leases were payable as follows:
Less than 1 year
Between 1 and 5 years
More than 5 years
2016
$
2015
$
7,799
6,353
-
-
-
-
7,799
6,353
(b)
At 30 June 2016, the Group did not have any contractual commitments to capital expenditure not
recognised as liabilities.
18.
CONTINGENT LIABILITIES
The Group holds 100% of Sedgwick Resources Limited, a company incorporated in Zambia, which
holds mineral exploration tenements and projects. The Group ceased funding this company and all
assets were impaired at the date of the reverse takeover on 4 December 2015.
It is not known if any liabilities will arise from this entity.
19.
AUDITORS' REMUNERATION
Amounts received or due and receivable by the auditors for:
- Auditing or reviewing the financial report
-
Less amount accrued to date of take-over
- Other services
20.
FINANCIAL RISK MANAGEMENT
2016
$
38,500
(12,667)
25,833
5,000
30,833
2015
$
4,000
-
4,000
-
4,000
The Group’s financial situation is not complex. Its activities may expose it to a variety of financial
risks in the future: market risk (including currency risk and fair value interest rate risk), credit risk,
liquidity risk and cash flow interest rate risk. At that stage the Group’s overall risk management
program will focus on the unpredictability of the financial markets and seek to minimise potential
adverse effects on the financial performance of the Group.
Risk management is carried out under an approved framework covering a risk management policy
and internal compliance and control by management. The Board identifies, evaluates and approves
measures to address financial risks.
2016 Annual Financial Report
53
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
20.
FINANCIAL RISK MANAGEMENT (continued)
The Group holds the following financial instruments:
Financial Assets:
Cash and cash equivalents
Financial Liabilities:
Financial liabilities at amortised cost
- Trade and other payables
- Borrowings
Financial risk management policies
2016
$
2015
$
2,097,761
155,666
2,097,761
155,666
146,750
25,319
-
507,196
146,750
532,515
The Board of Directors has overall responsibility for the establishment of the Group’s financial risk
management framework. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities. Mitigation strategies for specific risks faced
are described below.
Specific financial risk exposures and management
The main risk the Group is exposed to through its financial instruments are interest rate risk, credit
risk and liquidity risk.
Interest rate risk
The Group is not exposed to any material interest rate risk.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a
financial loss to the Group.
Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with
banks and financial institutions, as well as credit exposure to wholesale and retail customers,
including outstanding receivables and committed transactions.
The Group does not have any material credit risk exposure to any single receivable under financial
instruments entered into by the Group.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and
principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due.
The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments
for long-term financial liabilities as well as cash outflows due in day-to-day business.
2016 Annual Financial Report
54
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
20.
FINANCIAL RISK MANAGEMENT (continued)
Peppermint Innovation Limited
The Group‘s liabilities have contractual maturities which are summarised below:
Within 1 year
2016
$
2015
$
1 to 5 years
2016
$
2015
$
Total
2016
$
2015
$
Trade and other
payables
Borrowings
Total
146,750
-
146,750
25,319
507,196
532,515
-
-
-
-
-
-
146,750
-
146,750
25,319
507,196
532,515
Foreign currency risk
The Group earns revenues and incurs expenses on Philippines Pesos (Php). As such, the Group is
subject to foreign exchange risk arising from fluctuations between the Php and AUD.
At 30 June 2016, the Group had the following exposure to Php foreign currency expressed in A$
equivalents, which are not designated in cash flow hedges:
Financial Assets:
Cash and cash equivalents
Financial Liabilities:
Capital Risk Management
2016
$
2015
$
11,275
11,275
24,593
24,593
-
-
The Group manages its capital to ensure that it will be able to continue as a going concern while
maximising the return to shareholders. The capital structure of the Group consists of equity
attributable to equity holders, comprising issued capital and retained earnings as disclosed in Note
13.
The Board reviews the capital structure on a regular basis and considers the cost of capital and the
risks associated with each class of capital. The Group will balance its overall capital structure
through new share issues as well as the issue of debt, if the need arises.
Sensitivity analysis
The following table illustrates sensitivities to the Group’s exposures to interest rates, exchange rates
and equity prices:
Year ended 30 June 2016
+/- 0% in interest rates
+/- 10% in $A/Php
Year ended 30 June 2015
+/- 0% in interest rates
+/- 10% in $A/Php
2016 Annual Financial Report
Profit
$
-
1,128
Profit
$
-
2,459
Equity
$
-
1,128
Equity
$
-
2,459
55
For personal use only NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2016
Peppermint Innovation Limited
21.
EVENTS AFTER THE BALANCE SHEET DATE
There has not arisen in the interval between the end of the period and the date of this report any
item, transaction or event of a material and unusual nature likely, in the opinion of the Directors of
the Group, to affect significantly the operations of the Group, the results of those operations, or the
state of affairs of the Group in future.
2016 Annual Financial Report
56
For personal use only Peppermint Innovation Limted
DIRECTORS’ DECLARATION
1.
In the opinion of the Directors:
a)
the financial statements and notes of the consolidated entity are in accordance with the
Corporations Act 2001 including:
(i)
giving a true and fair view of the consolidated entity’s financial position as at 30 June
2016 and of their performance for the year ended 30 June 2016; and
(ii)
complying with Accounting Standards and Corporations Regulations 2001;
(iii)
the financial statements and notes thereto are in accordance with International
Financial Reporting Standards issued by the International Accounting Standards
Board; and
b)
there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they become due and payable.
2.
This declaration has been made after receiving the declarations required to be made to the
Directors in accordance with Section 295A of the Corporations Act 2001 for the year ended
30 June 2016.
This declaration is signed in accordance with a resolution of the Board of Directors.
Christopher Kain
Managing Director
30 August 2016
2016 Annual Financial Report
57
For personal use only RSM Australia Partners
8 St Georges Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 (0) 8 9261 9100
F +61 (0) 8 9261 9111
www.rsm.com.au
INDEPENDENT AUDIT REPORT
TO THE MEMBERS OF
PEPPERMINT INNOVATION LIMITED
We have audited the accompanying financial report of Peppermint Innovation Limited, which comprises the statement of
financial position as at 30 June 2016 and the statement of profit or loss and other comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, notes comprising a summary of significant
accounting policies and other explanatory information and the directors' declaration.
Directors’ Responsibility 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 is free from
material misstatement, whether due to fraud or error. In Note 1, the directors also state, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance
about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
report. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material
misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity's preparation and fair presentation of the financial report in order to
design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
THE POWER OF BEING UNDERSTOOD
AUDIT | TAX | CONSULTING
RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent
accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.
RSM Australia Partners ABN 36 965 185 036
Liability limited by a scheme approved under Professional Standards Legislation
For personal use only Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We
confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of Peppermint Innovation Limited, would be in the same terms if given to the directors as at the time of this
auditor's report.
Basis for Qualified Opinion
As at 30 June 2016, the consolidated entity includes two controlled entities, Horizon Copper Zambia Limited and
Sedgwick Resources Limited, in the Republic of Zambia, which had combined total assets of $Nil and total liabilities
of $Nil. We were unable to obtain sufficient appropriate evidence about the completeness of liabilities and
contingences within those two controlled entities because the directors of the company have been unable to obtain
audited financial statements for the year ended 30 June 2016. Consequently, we were unable to determine whether
any adjustments to these amounts were necessary.
Qualified Opinion
In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph:
(a) the financial report of Peppermint Innovation Limited is in accordance with the Corporations Act 2001, including:
(i)
giving a true and fair view of the company's financial position as at 30 June 2016 and of its performance
for the year ended on that date; and
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b)
the financial report also complies with International Financial Reporting Standards as disclosed in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the year ended 30 June 2016. The
directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance
with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report,
based on our audit conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Peppermint Innovations Limited for the year ended 30 June 2016 complies
with section 300A of the Corporations Act 2001.
RSM AUSTRALIA PARTNERS
Perth, WA
Dated: 30 August 2016
JAMES KOMNINOS
Partner
For personal use only Peppermint Innovation Limted
ASX ADDITIONAL INFORMATION
Additional information required by the Australian Stock Exchange Ltd and not shown elsewhere in this report
is as follows. The information is current as at 13 July 2016.
(A)
DISTRIBUTION OF EQUITY SECURITIES
(i) Ordinary share capital
891,199,128 fully paid ordinary shares are held by 872 individual shareholders
•
All issued ordinary shares carry one vote per share and carry the rights to dividends.
The number of security holders by size of holding are:
–
1
1,001 –
5,001 –
10,001 –
100,001
1,000
5,000
10,000
100,000
and over
Fully paid
ordinary shares
17
47
63
345
400
872
Holding less than a marketable parcel
255
(ii) Options
• No options were on issue.
Options do not carry a right to vote.
(B)
SUBSTANTIAL SHAREHOLDERS
Ordinary shareholders
CHRISTOPHER KAIN
ANTHONY KAIN
EAGLE BRILLIANT HOLDINGS LTD
TIGER RESOURCES LIMITED
Fully paid
Number
Percentage
110,325,322
93,991,416
57,247,355
45,568,894
307,132,987
12.60
10.73
6.54
5.20
35.07
2016 Annual Financial Report
60
For personal use only
ASX ADDITIONAL INFORMATION (continued)
(C)
TWENTY LARGEST SECURITY HOLDERS
Fully paid
Peppermint Innovation Limted
Ordinary shareholders
OHKA PTY LTD
CICAK PTY LTD
EAGLE BRILLIANT HOLDINGS LTD
TIGER RESOURCES LIMITED
THE TRUST COMPANY
(AUSTRALIA) LIMITED
HSBC CUSTODY NOMINEES
(AUSTRALIA) LIMITED
ALLGREEN HOLDINGS PTY LTD
TIMRIKI PTY LTD
TIMRIKI PTY LTD
FIDELITY MANAGEMENT PTY LTD
OCCASIO HOLDINGS PTY LTD
ENERGY US PTY LTD
MR GRAHAM WILLIAM WALDON +
MRS BARBARA ELIZABETH
WALDON
PADSTOCK LIMITED
MR ADRIAN PAUL + MS NOELENE
PAUL
MR ADRIAN STEPHEN PAUL
ICE COLD INVESTMENTS PTY LTD
GREATSIDE HOLDINGS PTY LTD
MR DAVID NASIR YUSOFF
MR GARY WAYNE WATKINS +
MRS DEBRA DOREEN WATKINS
Number
110,325,322
93,991,416
57,247,355
45,568,894
38,626,609
33,434,444
20,000,000
16,052,954
15,000,000
14,163,093
13,750,000
10,300,429
10,090,000
10,000,000
10,000,000
9,450,004
8,100,000
7,900,000
6,750,000
6,715,000
Percentage
12.60
10.73
6.54
5.20
4.33
3.75
2.24
1.80
1.68
1.59
1.54
1.16
1.13
1.12
1.12
1.06
0.91
0.89
0.76
0.75
532,315,305
59.73
(D)
HOLDERS OF OVER 20% OF UNLISTED SECURITIES
Performance Shares
OHKA Pty Ltd
Cicak Pty Ltd
Holders of less than 20% each
Number
30,785,776
26,118,945
43,095,279
100,000,000
Percentage
30.79
26.12
56.90
100.00
2016 Annual Financial Report
61
For personal use only