Annual Report
2020
PAGE 1
Changing the face of customer engagement
Plexure is a leading provider of customer
engagement solutions. We harness the power
of data to create magical moments between
brands and consumers.
Plexure works with some of the world’s largest
brands, including McDonald’s, White Castle,
7-Eleven, Super Indo and Loyalty NZ.
FY20 Financial Highlights
$25.5m
TOTAL REVENUE
+51%*
$14.2m
CASH AT BANK
+96%
$1M
NET PROFIT AFTER TAX
+243%
*from 2019
plexure.com
listed on
in 2010 and
Founded
the
New Zealand Stock Exchange (NZX:PLX),
in Chicago, Atlanta,
Plexure has offices
New York, Tokyo, Copenhagen, London and
Auckland.
At of 31 March 2020, Plexure employs 139
staff, 80+ of which are developers.
$25.3m
REVENUE FROM CONTRACTS WITH
CUSTOMERS
+50%
182.7m
USERS ON THE PLATFORM
+72.7m users
60
ACTIVE COUNTRIES
+11 countries
PAGE 2
Contents
2020 Summary and Financial Highlights
Chairman’s Review
CEO’s Review
FY20 Highlights
Financial Commentary
Independent Auditor’s Report
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
NZX Governance Report
Additional NZX Disclosure
Directory
2
4
7
9
10
12
15
19
42
54
58
Plexure, Level 2, 1 Nelson Street, Auckland 1010, New Zealand,
(+64) 9 358 1500 investors@plexure.com
plexure.com
PAGE 3
Financial Statements
Chairman’s Review
11
Overview
The financial year ended 31 March 2020 was a very
successful year for the Company. Customer usage is at
record levels with 182.7 million users on our app at year-end.
This has driven revenues to a new high of $25.503m and we
recorded a net profit of $1.007m. At 31 March 2020, we had
$14.219m in the bank. This trading result is our best to date
and continues the strong forward momentum the Company
has achieved in the last three years.
During the year, we also signed two major new customers -
White Castle, a well-known US burger chain, confirming the
attractiveness of our proposition for the Quick Service
Restaurant (QSR) sector, and Super Indo, an Indonesian
supermarket operator that is 51% owned by Ahold Delhaize,
a European multi-national grocery organisation. Super Indo is
our first customer in the grocery sector and demonstrates the
relevance and strength of our personalised, mobile-focused
customer engagement offering to consumers in this high-
growth category.
In April 2019, McDonald’s purchased a 9.9% equity stake in
the Company and on the back of that investment, our
relationship with McDonald’s has continued to strengthen
throughout FY20. We now work with McDonald’s in 60
markets worldwide and continue to broaden the scope of our
offerings
including enhanced AI-based data
analytics.
them,
for
Like every business organisation, we are closely monitoring
the impact of COVID-19 on the Company’s operations. To
date, the impact has been minimal and we have been able to
maintain and grow our personnel numbers as we continue to
focus on existing opportunities as well as new opportunities
arising out of the pandemic. In the current COVID-19
the post COVID-19 environment we
environment and
anticipate,
customer
personalised, mobile-focused
engagement and data analytics solutions such as those
offered by Plexure will be highly sought after and we will
continue to adapt our products and services to remain
responsive to newly emerging market needs.
Financial Performance
Our financial results for FY20 reflected the Company’s
continuing strong progress. Highlights included:
• Revenue from contracts with customers of $25.251m, up
50% or $8.423m from FY19.
• A net profit of $1.007m, up 243% from the FY19 loss of
$0.703m.
• The Company had $14.219m of cash on hand at balance
date and was cashflow positive from operating activities
for the third successive year.
plexure.com
PAGE 4
The Company’s revenue from contracts with customers of
$25.251m does not directly correlate to our user numbers.
This is because over 87% of the Company’s revenue from
contracts with customers is linked to contracts that were
signed in 2014 with pricing mainly based on store numbers.
Only a small percentage of FY20 revenue from contracts
with customers is linked to consumer usage. In 2019, this
pricing model was changed with new customer contracts
being based on digital adoption, which will mean that as
consumer usage grows so too will the Company’s revenue
from contracts with customers.
Our healthy cash resources will allow the Company to
comfortably fund its organic growth plans, which include
new products,
technology and a greater
improved
presence around the world to enable sales.
Scale
The Company’s technology platform is now one of New
Zealand’s largest and busiest cloud-based technology
platforms.
We now have over 182.7 million end-users on the platform
in 60 countries. We are currently delivering approximately
5.6 million push messages per month in 78 different
languages. API calls per month have now reached a
staggering 23.5 billion. These usage statistics demonstrate
the robustness of our platform and its ability to perform at
scale.
Our technology roadmap anticipates continuing strong
usage growth and this will require ongoing investment in
our platform to ensure that we can handle much higher
transaction volumes, while also adding new products and
services. This platform investment will significantly reduce
the “cost to serve” for end-users in the future and is an
essential element of our growth strategy as we build
capability to support end-user numbers approaching 500
million. The investment will have an impact on our financial
results in FY21 and consume some part of our available
cash reserves.
Business Strategy
The Company’s goal is to be a world leader in the delivery
of highly personalised mobile engagement experiences
that drive sales and the investment by McDonald’s is a solid
validation that we are well on the way to achieving this goal.
Since the refresh of our management team, which started
two years ago, we have focused our attention on profitable
growth and have achieved a major transformation in the
financial performance. This has been
Company’s
accomplished
improved
management of existing customers, new business
development, operating cost containment and driving
value from the existing technology platform. We have now
reached the next stage in our strategy evolution and in the
year ahead will expand the business further.
through a combination of
We have developed a range of new products including AI-
enabled
fraud detection, offer engagement, price
optimisation and advanced analytics tools, and anticipate
launching more innovative AI-driven capabilities in the
coming months.
The Company has spent considerable time undertaking
competitor and market analysis. The global mobile
marketing sector is growing rapidly year-on-year and was
estimated to be worth over US$53b in 2018 and will grow
at a CAGR of 23% from 2019 to 2025. Plexure is
positioning itself in the market to capture this growth and in
FY21 will be investing some of its cash reserves enhancing
the Company’s sales, marketing, consulting, product
development and platform capability to drive this outcome.
If these FY21 growth objectives can be accelerated by the
acquisition of other businesses with complementary
product sets, the Company may also consider M&A activity
and may raise additional capital to do this. Planning for
such a capital raising includes an assessment of the
potential for the Company to undertake a dual listing onto
the ASX.
Management and Employees
Under our CEO Craig Herbison’s leadership, we have
continued to strengthen our management team and will
continue to do so to support the Company’s growth.
In the first half of the year Tessa O’Rorke joined the
management team as Chief Customer Officer (CCO).
Tessa was previously employed at Westpac New Zealand
where she was Head of Customer Experience and Design.
Tessa brings with her more than 15 years’ experience
building and leading customer teams.
With the appointment of Tessa, Richard Fraser moved from
CCO into the newly established role of Chief Product
Officer (CPO) to support the Company’s growth and
refreshed strategic vision. The role is focused on driving
innovation through the product roadmap.
In February 2020, Andrew Flavell joined the Company from
Nike US as our new CTO. Andrew is a strong technical
leader with extensive overseas experience. He was
previously VP of Architecture and VP of the Nike+ Brand.
Andrew also spent 14 years at Microsoft and holds a PhD
degree from the University of Tokushima.
Our overall staff numbers have grown from 69 to 139 and
continue to grow. We have seen growth in all areas of the
business but the majority of the growth in people is within
our engineering group. With this growth, we have
expanded the Company’s diverse employee base with a
blend of gender, nationalities, ethnicities and religions,
which creates a rich and vibrant culture within the
business.
plexure.com
PAGE 5
Women remain under-represented in all areas of the
Company and the Board remains committed to addressing,
to the extent it can, this gender imbalance.
Governance
In early April 2019, Robert Bell was appointed to the Board.
Robert, a Chartered Accountant, is an experienced
businessman and director with a background in finance,
technology, sales and operations and has worked in New
Zealand, the UK and the US. He has been appointed Chair
of the Audit and Risk Management Committee.
In July 2019, Jack Matthews was appointed to the Board.
Jack has broad governance and senior management
experience across the technology and media sectors and
has worked in New Zealand, Australia, Japan and the US.
He has a strong sales and marketing background with
specific expertise in business development, strategic
planning, organisational development and mergers and
acquisitions. Jack has been appointed to the Company’s
Remuneration Committee.
Outlook
With our increased sales and marketing activity in the US,
our pipeline of prospective customers has grown
significantly, however, we expect that in the near-term
sales conversion may take longer in a COVID-19 world. In
the medium to longer term, Plexure will emerge from the
pandemic stronger than ever as existing and new
customers increasingly embrace customer engagement
strategies based on mobile technologies.
The Board remains very confident about the prospects for
the business and our leadership team and talented staff
are continuing to work extremely hard to meet our current
customers’ expectations, secure new customers, build
innovative new products and refine our technology platform
to prepare for the growth we anticipate.
I would like to thank all shareholders for your continued
support. Your confidence in the business is appreciated
and the Board, leadership group and our committed team
of people that deliver our products and services all look
forward to making the Company the global market leader
in mobile customer engagement.
Phil Norman, Chairman
plexure.com
PAGE 6
(cid:9)
CEO’s Review
FY20 was again an excellent year for Plexure as the
Company grew from strength to strength. I have been CEO
approaching three years, and the transformation of the
business has been very pleasing to watch. In FY19, the
Company reported revenue from contracts with customers
of $16.828m and reported a net loss after tax of $0.703m.
This compares to the current year’s result of revenue from
contracts with customers of $25.251m and a net profit of
$1.007m. Not only has the financial performance of the
Company improved significantly but we also had cash of
$14.219m in the bank at year-end, enabling the business
to self-fund growth in the upcoming year, which is
significant in the current environment. Commercially the
business has never been in better shape.
As discussed last year, McDonald’s, gave us the ultimate
vote of confidence, taking a 9.9% equity stake in the
business in early April 2019, and we saw our reach extend
to 60 countries worldwide.
During the year, we signed two new customers, White
Castle in the US and Super Indo in Indonesia (which is
majority owned by Ahold Delhaize, one of the world’s
largest grocery groups). Super Indo presents an excellent
opportunity as Plexure’s first grocery customer, and we see
this sector as a major area of growth for the Company in
the future.
Our three-horizon transformation strategy is well into its
third phase of ‘Execute for Growth’ having delivered on the
first two horizons of ‘Stabilise for Growth’ in late FY18 and
‘Build Foundations for Growth’ in the first half of FY19. A
significant part of our ‘Execute for Growth’ phase is
ensuring we have the right people in the right place. We
have seen significant growth in staff numbers in our
engineering team and we continue to grow our marketing
and sales capability. We now have 139 staff and will
continue to grow this number to achieve our outcomes. As
our business grows so does our ability to attract top talent
as recently demonstrated by Andrew Flavell joining us as
CTO from his VP of Architecture role at Nike in the US.
With our transformation in full swing we have invested in the
product roadmap and enhancements to our proposition to
support ongoing growth and updated market positioning.
The Company added new points earn and burn capability
to our loyalty product and deployed this in four markets. We
also built an advanced analytics and visualisation tool in
Analytics Studio incorporating our Artificial Intelligence (AI)
capabilities and established a state-of-the-art security
practice.
plexure.com
PAGE 7
We enhanced our regulatory data protection capabilities for
customers in Europe compliant with the General Data
Protection Regulations (GDPR) and deployed a significant
enhancement to our Mobile Order and Pay proposition in
Japan. This is an especially critical development in COVID-
19 times. The business is rapidly maturing its proposition
and market saliency.
A significant investment in Plexure’s future has seen an
increased spend on the platform’s core technology to
enable world-leading scalability and availability.
Our customer focus sees us build solutions in concert with
our customers and align tightly on transformation of their
digital customer experiences. This drives new and
improving revenue streams for them - all enabled by
Plexure people and technology. In FY21 we will continue
the strong momentum in our core business, deploying our
cash reserves to enhance our proposition and serve our
customers exceptionally.
I would like to thank the Board and our shareholders for
their continued support, without whose confidence in the
business our transformation and new momentum would not
have been possible.
Craig Herbison, CEO
plexure.com
PAGE 8
FY20 Highlights
Strong revenue and customer growth
-
-
+13 new customers and markets
182.7m users
New US-based sales and marketing teams
Product and platform innovation
Loyalty
- Points earn and burn
Advanced analytics
- Data visualisation incorporating AI
Mobile Order and Pay
-
Launched across 2700 stores in Japan
State-of-the-art security practice
- AI-enabled fraud detection
Investment in core platform
-
Enabling world-leading scalability and
availability
plexure.com
PAGE 9
Financial Commentary
Key achievements
• Revenue from contracts with customers of $25.251m, up 50% or $8.423m from FY19.
• A net profit of $1.007m, up 243% from the FY19 loss of $0.703m.
• The Company had $14.219m of cash on hand (including term deposits) at balance date and was cashflow positive
from operating activities for the third successive year
Total revenue
Revenue from contracts with customers
Net profit/(loss) after tax
Cash at bank (including term deposits)
Staff (FTE’s and contractors)
2020
$’000s
25,503
25,251
1,007
14,219
139
2019
$’000s
16,891
16,828
(703)
7,250
69
Change
$’000s
8,612
8,423
1,710
6,969
70
Change
%
51
50
243
96
101
The year ended 31 March 2020 saw the Company
continue to build on the financial platform laid down in the
previous three years. Revenue continued to grow and
along with this the associated platform costs also
increased. The Board and the Management team made
the decision to increase headcount for sales growth and
platform development, which is the other driver of cost
growth, however these decisions were made in the
context of the business remaining cashflow positive.
The Company’s revenue from contracts with customers
grew 50% to $25.251m compared to the previous year
($16.828m). Recurring revenue (representing licence and
support fees) increased by $6.990m or 67% to $17.423m,
while non-recurring revenue increased by $1.433m, or
22% to $7.828m. Non-recurring revenue represents
funded development, one-off projects for clients, and
consulting work. There has been a consistent pipeline of
non-recurring revenue for the past several years and this
will continue for the foreseeable future.
Our cost base has increased by 54% to $24.288m
compared to the previous year ($15.799m), as we have
invested in platform development and staff. Of the
$8.489m
in costs, wage and staff costs
contributed $4.823m and platform and IT costs have
contributed $3.305m.
increase
Increased users and revenue have driven growth in
platform costs from $2.764m to $5.123m. During the year
we also incurred some dual running costs as we moved
parts of our platform between cloud providers. Hosting
costs continue to remain a focus and we now have teams
looking at re-architecting and modernising our platform to
ensure that costs per user decrease.
Support and other maintenance costs, which form part of
our IT costs, have increased by 385% to 1.247m. This is
associated with the increase in customer volumes, which
drives increases in third party software expenses, along with
the increase in staff numbers.
Total staff headcount has increased by 101% from 69 to
139 and the associated wage and salary costs have
increased by $4.823m to $11.144m. The vast majority of
this growth has been in our engineering teams and we
continue to employ further staff. Costs associated with staff
like travel have also increased.
Other gains/(losses) show a gain of $0.420m compared to
a loss of $0.448m for the year ended March 2019. This is
due to foreign exchange gains of $0.803m. The majority of
revenue is either denominated in Japanese Yen or United
States dollars while our cost base is mainly New Zealand
denominated. The weakening NZ dollar increased over the
last two months of the year and timing of payments from
customers generated this foreign exchange gain.
Net profit after tax for the period attributable to shareholders
increased by $1.701m to $1.007m.
Cash on Hand
Plexure continued to be cash flow positive with cash from
operating activities being positive for the third successive
year. The Company finished the year with cash and term
deposits of $14.219m, an increase of 44%, or $6.339m
over the previous year. This includes $5.4m received from
McDonald’s.
plexure.com
PAGE 10
Financial Statements
The Directors are responsible for presenting financial
statements in accordance with New Zealand law and
generally accepted accounting practice, which present
fairly the financial position of the group as at 31 March
2020 and the results of its operations and cashflows for
the year ended on that date.
The Directors consider the financial statements of the
group have been prepared using accounting policies that
have been consistently applied and supported by
reasonable judgements and estimates and that all
relevant financial reporting and accounting standards
have been followed.
The Directors believe that proper accounting records
have been kept, which enable with reasonable accuracy
the determination of the financial position of the group
and facilitate compliance of the financial statements with
the Financial Markets Conduct Act 2013.
The Directors consider that they have taken adequate
steps to safeguard the assets of the group, and to prevent
and detect fraud and other irregularities. Internal control
procedures are also considered to be sufficient to provide
a reasonable assurance as to the integrity and reliability
of the financial statements.
The Financial Statements are signed on behalf of the
Board by:
__________________________
Phil Norman
Chairman
Dated: 19 May 2020
__________________________
Robert Bell
Director
Dated: 19 May 2020
plexure.com
PAGE 11
(cid:9)
Independent Auditor’s Report
To the Shareholders of Plexure Group Limited
Opinion
Basis for opinion
Audit materiality
Key audit matters
We have audited the consolidated financial statements of Plexure Group Limited
and its subsidiaries (the ‘Group’), which comprise the consolidated statement of
financial position as at 31 March 2020, and the consolidated statement of
comprehensive income, statement of changes in equity and statement of cash flows
for the year then ended, and notes to the consolidated financial statements,
including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements, on pages 15 to
41, present fairly, in all material respects, the consolidated financial position of the
Group as at 31 March 2020, and its consolidated financial performance and cash
flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards (‘NZ IFRS’) and International Financial
Reporting Standards (‘IFRS’).
We conducted our audit in accordance with International Standards on Auditing
(‘ISAs’) and International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our
responsibilities under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial Statements section of
our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical
Standard 1 (Revised) Code of Ethics for Assurance Practitioners issued by the New
Zealand Auditing and Assurance Standards Board and the International Ethics
Standards Board for Accountants’ Code of Ethics for Professional Accountants, and
we have fulfilled our other ethical responsibilities in accordance with these
requirements.
Other than in our capacity as auditor and the provision of taxation advice, we have
no relationship with or interests in the Company or any of its subsidiaries. These
services have not impaired our independence as auditor of the Company and
Group.
We consider materiality primarily in terms of the magnitude of misstatement in the
financial statements of the Group that in our judgement would make it probable
that the economic decisions of a reasonably knowledgeable person would be
changed or influenced (the ‘quantitative’ materiality). In addition, we also assess
whether other matters that come to our attention during the audit would in our
judgement change or influence the decisions of such a person (the ‘qualitative’
materiality). We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be
$400,000 (2019: $325,000).
Key audit matters are those matters that, in our professional judgement, were of
most significance in our audit of the consolidated financial statements of the current
period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
PAGE 12
Key audit matter
How our audit addressed the key audit matter
Revenue Recognition (Note 2(c), 2 (e) and Note
3)
The Group's primary revenue from customers arises
from licensing and professional services, and totalled
$25.25m (2019: $16.83m) for the year to 31 March
2020. Deferred revenue totalled $5.94m (2019:
$3.89m) at 31 March 2020.
The service agreements contain multiple elements such
as license revenue, consulting revenue and other
revenue. The revenue recognition for each of these
different elements differ based on when the relevant
service has been delivered to the customer and is
normally after the revenue has been billed. This
requires the Group to identify the value of the
individual services being provided in the service
agreements and allocate the revenue received across
those services into the correct period to which the
services relates (in accordance with NZ IFRS 15
Revenue from contracts with customers ('NZ IFRS
15')).
We have included the recognition of revenue as a key
audit matter due to the significance of revenue to the
measurement of the performance of the Group and the
judgement made in determining in which period the
services are delivered.
Intangible Assets – Internally Developed
Software (Note 2(c), 2(i) and Note 15)
As a software as a service provider the Group incurs
significant expenditure in developing, maintaining and
upgrading software.
The Group has to exercise judgement in determining
which costs associated with the software expenditure
meet the criteria for capitalisation (as described in Note
2(c)) including whether the software will generate
probable future economic benefits and be subsequently
amortised under NZ IAS 38 Intangible Assets ('NZ IAS
38') rather than being expensed as incurred.
Intangible assets relating to software had a carrying
value of $4.10m (2019: $3.26m) at 31 March 2020,
and there were additions of $2.59m (2018: $0.63m)
for the year then ended.
We have included internally developed software as a
key audit matter due to the judgment involved in the
assessment of the capitalisation criteria, the
assessment of whether the software will generate
probable future economic benefits and the assessment
of potential indicators of impairment.
As part of our audit, for a sample of contracts, we:
•
•
•
•
assessed the salient contractual terms in the
service agreements for conditions that impact the
timing of revenue recognition in line with NZ IFRS
15 and in turn the completeness of deferred
revenue;
evaluated the Group’s allocation of revenue to the
various services provided under the contract;
compared the period over which revenue is
recognised against the contractual terms; and
reperformed the calculation for deferred revenue
at balance date based on the contract price,
payments made to date and the period in which
the services being delivered under the contract
are provided.
As part of our audit we:
•
•
•
assessed the Group’s policy for determining
whether software costs should be capitalised or
expensed against the relevant accounting
standards and performed a walkthrough to
confirm our understanding of the Group’s policy;
selected a sample of the additions to internally
developed software during the year and evaluated
whether these additions were appropriately
capitalised by:
o
comparing the selected samples to relevant
supporting documentation (such as supplier
invoices, and employee records)
evaluating whether the capitalisation of
software meets the recognition criteria of the
relevant accounting standards and Group’s
policy; and
o
challenged the Group’s assessment that the costs
capitalised will generate future economic benefits
and challenged the Group’s assessment of
indicators of impairment.
PAGE 13
The directors are responsible on behalf of the Group for the other information.
The other information comprises the information in the Annual Report that
accompanies the consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is
materially inconsistent with the consolidated financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If so, we are required to report that fact. We have nothing to report
in this regard.
The directors are responsible on behalf of the Group for the preparation and fair
presentation of the consolidated financial statements in accordance with NZ
IFRS and IFRS, and for such internal control as the directors determine is
necessary to enable the preparation of consolidated financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible
on behalf of the Group for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative but to
do so.
Our objectives are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs and ISAs (NZ) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial
statements is located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1
This description forms part of our auditor’s report.
This report is made solely to the Company’s shareholders, as a body. Our audit has
been undertaken so that we might state to the Company’s shareholders those
matters we are required to state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company’s shareholders as a body, for our
audit work, for this report, or for the opinions we have formed.
Other information
Directors’ responsibilities for
the consolidated financial
statements
Auditor’s responsibilities for
the audit of the consolidated
financial statements
Restriction on use
Jason Stachurski, Partner
for Deloitte Limited
Auckland, New Zealand
19 May 2020
PAGE 14
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2020
Revenues
Revenue from contracts with customers
Other income
Total revenue and other income
Expenses
Wages and staff costs
Contractors
Travel costs
Office costs
Professional costs
Board fees
Marketing
IT costs
Other gains/(losses)
Depreciation
Amortisation
Operating expenses
Interest expenses on lease liabilities
Loss on derivative liability
Interest and other expense on derivatives
Financing expenses
Net profit / (loss) before tax
Income tax expense
Net profit / (loss) after tax for the year attributable to the
shareholders of the company
Other comprehensive income
Exchange difference on translating foreign operations
Total comprehensive profit / (loss) for the year attributable
to the shareholders of the company
Notes
3
4
5
6
7
8
14
15
22
9(a)
18(c)
2020
$’000
25,251
252
25,503
(11,144)
(1,672)
(1,202)
(526)
(813)
(295)
(337)
(6,473)
420
(432)
(1,745)
(24,219)
(69)
-
-
(69)
1,215
(208)
2019
$’000
16,828
63
16,891
(6,321)
(1,813)
(581)
(514)
(606)
(166)
(300)
(3,168)
(448)
(108)
(1,774)
(15,799)
-
(1,477)
(174)
(1,651)
(559)
(144)
1,007
(703)
112
1,119
18
(685)
Earnings per share
Basic earnings/(loss) per share (cents)
Diluted earnings/(loss) per share (cents)
19
19
0.72
0.69
(0.62)
(0.59)
Calculated on a weighted average basis of the number of shares on issue.
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
plexure.com
PAGE 15
Consolidated Statement of Changes in Equity
For the year ended March 2020
Notes
Share
capital and
treasury stock
$’000
Foreign
currency
translation
reserve
$’000
Share
based
payment
reserve
$’000
Accumulated
losses
Total
equity
$’000
$’000
Balance at 1 April 2018
Net loss after tax
Exchange differences arising
on translating foreign
operations
Total comprehensive loss
Transactions with owners
Conversion of Convertible
note
Share buyback
Shares issued way of
exercising of share options
Recognition of share based
payments
Share based payments on
options vested but not
exercised
Balance at 31 March 2019
Balance at 1 April 2019
Net profit after tax
Exchange differences arising
on translating foreign
operations
Total comprehensive profit
Transactions with owners
Shares Issued
Shares issued way of
exercising of share options
Recognition of share based
payments
Share based payments on
options vested but not
exercised
Balance at 31 March 2020
20
18(c)
18(a)
18(a)
18(a)
18(b)
18(b)
20
18(c)
18(a)
18(a)
18(b)
18(b)
26,820
-
-
-
4,481
(21)
8
-
-
114
-
18
18
-
-
-
-
-
301
-
(23,139)
(703)
4,096
(703)
-
-
-
-
(1)
240
-
18
(703)
(685)
-
-
-
-
4,481
(21)
7
240
(125)
125
-
31,288
132
415
(23,717)
8,118
31,288
-
-
-
5,387
141
-
-
132
-
112
112
-
-
-
-
36,816
244
415
-
-
-
-
(27)
256
(20)
624
(23,717)
1,007
8,118
1,007
-
112
1,007
1,119
-
-
-
5,387
114
256
20
-
(22,690)
14,994
The above consolidated statement of changes in equity should be read in conjunction with the accompanying
notes.
plexure.com
PAGE 16
Consolidated Statement of Financial Position
As at 31 March 2020
Asset
Current assets
Cash and cash equivalents
Term deposits
Income tax receivable
Trade and other receivables
Less current liabilities
Trade and other payables
Deferred revenue
Lease liabilities
Working capital
Non-current assets
Property, plant & equipment
Intangible assets
Non-current liabilities
Lease liabilities
Total net assets
Equity
Share capital and treasury stock
Foreign currency translation reserve
Share based payment reserve
Accumulated losses
Total equity
Signed on behalf of the Board by:
Notes
10
11
9(b)
12
16
17
22
14
15
22
18(a)
18(c)
18(b)
20
2020
$’000
11,205
3,014
22
5,184
19,425
2,822
5,942
369
9,133
2019
$’000
1,179
6,071
14
2,635
9,899
1,344
3,888
-
5,232
10,292
4,667
2,512
4,099
6,611
1,909
1,909
14,994
36,816
244
624
(22,690)
14,994
196
3,255
3,451
-
-
8,118
31,288
132
415
(23,717)
8,118
Phil Norman
Chairman
Robert Bell
Director
Dated: 19 May 2020
Dated: 19 May 2020
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes.
plexure.com
PAGE 17
(cid:9)
Consolidated Statement of Cash Flows
For the year ended 31 March 2020
Operating activities
Cash was provided from (applied to):
Receipts from customers
Interest received
Payment to suppliers and employees
Income tax paid
Net cash inflow from operating activities
Investing activities
Cash was provided from (applied to):
Term deposit proceeds/(investment)
Purchase of property, plant and equipment
Capitalised development costs
Net cash outflow from investing activities
Financing activities
Cash was provided from (applied to):
Issue of ordinary shares
Repayment of lease liability
Interest paid
Share buyback
Net cash inflow/(outflow) from financing activities
Net increase/(decrease) in cash held
Add cash and cash equivalents at start of year
Effect of foreign exchange rate changes on cash
Cash at bank at end of year
Comprised of:
Cash and short-term deposits
Notes
2020
$’000
2019
$’000
25,220
238
(20,756)
(216)
4,486
17,065
63
(13,034)
(195)
3,899
3,056
(479)
(2,589)
(12)
(6,071)
(117)
(628)
(6,816)
5,528
(58)
(1)
-
5,469
8
-
-
(21)
(13)
9,943
(2,930)
1,179
83
11,205
4,097
12
1,179
25
15
18
18
10
10
11,205
1,179
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
plexure.com
PAGE 18
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
1. Corporate Information
The consolidated financial statements of Plexure Group Limited and its subsidiaries (collectively, the Group) for the
year ended 31 March 2020 were authorised for issue in accordance with a resolution of the directors on 19 May
2020.
Plexure Group Limited (“the Company”) is a limited company incorporated and domiciled in New Zealand, registered
under the Companies Act 1993, and whose shares are publicly traded on the New Zealand Stock Exchange
[NZX:PLX]. The registered office is located at Level 2, 1 Nelson Street, Auckland, New Zealand.
The principal activity of the Company is the development and deployment of cloud-based Customer Relationship
Management (or CRM) solution that enables retailers to engage with consumers in real time using connected devices
and sensors. The principal activities of subsidiaries are disclosed in Note 13.
Statement of Compliance
The consolidated financial statements of the Group comply with New Zealand Equivalents to International Financial
Reporting Standards (“NZ IFRS”) as appropriate for profit-oriented entities.
The consolidated financial statements comply with International Financial Reporting Standards (“IFRS”).
Plexure Group Limited is a FMC reporting entity for the purposes of the Financial Markets Conduct Act 2013 and
these financial statements comply with that Act.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of the financial statements are set out below. These
policies have been consistently applied unless otherwise stated.
(a) Basis of Preparation
The consolidated financial statements have been prepared in accordance with generally accepted accounting
practice in New Zealand (NZ GAAP). For the purposes of complying with NZ GAAP the entity is a for-profit entity.
The consolidated financial statements have been prepared on the basis of historical cost and on a going concern
basis. Cost is based on the fair values of the consideration given in exchange for assets.
Accounting policies are selected and applied in a manner that ensures that the resulting financial information satisfies
the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions or other
events is reported.
The consolidated financial statements are presented in New Zealand dollars and all values are rounded to the nearest
($000), except when otherwise indicated. The consolidated financial statements provide comparative information in
respect of the previous period.
(b) Critical Judgements in Applying Accounting Policies
In the application of NZ IFRS management is required to make 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 various other factors that are believed to be
reasonable under the circumstance, the results of which form the basis of making the judgements. Actual results
may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis.
Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future periods if the revision affects both current and future
periods.
plexure.com
PAGE 19
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(c) Key Sources of Estimation Uncertainty and Key Judgements
Judgements made by management in the application of NZ IFRS that have significant effects on the financial
statements and estimates with a significant risk of material adjustments in the next year are disclosed, where
applicable, in the relevant notes to the financial statements.
Key Sources of Estimation Uncertainty and key judgements include:
• The Group assesses each revenue contract to ensure that revenue is recognised by making estimates and
assumptions, for the contracts Plexure has in place with its customers in identifying performance obligations.
Refer to Note 2(e).
• Determining whether the intangible assets to which the development expenditure relates meet the criteria for
capitalisation and if there are any indicators of impairment. Refer to Note 2(i).
Estimates and judgements are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be measurable under the circumstances.
(d) Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Company and its subsidiaries as at 31 March 2020. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee. Specifically, the Group controls an investee if and only if the Group has:
• Power over the investee;
• Exposure, or rights, to variable returns from its involvement with the investee; and
• The ability to use its power to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the
financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-
consolidated from the date that control ceases. The acquisition method of accounting is used to account for the
acquisition of subsidiaries by the Company. The consideration transferred for an acquisition is measured as the fair
value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange.
Costs directly attributable to the acquisition are expensed as incurred and included in operating expenses.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation. Accounting policies of subsidiaries are consistent with
the policies adopted by the Group.
plexure.com
PAGE 20
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(e) Revenue from contracts with customers and deferred revenue
The Group derives revenue from the provision of software licenses, consulting services and other revenue. Revenue
recognition is based on the delivery of performance obligations and an assessment of when control is transferred to
the customer. Revenue is recognised either when the performance obligation, in the contract, has been performed
(‘point in time’ recognition) or ‘over time’ as control of the performance obligation is transferred to the customer.
The specific recognition criteria described below must also be met before revenue is recognised.
Revenue Type
Description
Key Judgements
Outcome
SaaS and Hosting
fees (relates to
license revenue in
Note 3)
Mobile
engagement
platform licensing
and support.
Setup and
Deployment fees
(relates to license
revenue in Note 3)
SaaS platform
setup and CRM
implementation for
customers.
Professional
services
(consulting
revenue in Note 3)
Value-add
services, and
tailored software
development
and/or
enhancement.
Compensation for
client related travel
Expense
reimbursement
(relates to other
revenue in
Note 3)
Providing a
software license is
a distinct
performance
obligation and is
not required to be
bundled with other
performance
obligations except
setup and
deployment fees
where applicable.
The services are a
part of SaaS and
hosting
performance
obligation and
should be bundled
as such.
The services are a
distinct
performance
obligation as they
are not highly
dependent or
interrelated to
other performance
obligations in the
contract.
N/A
Determining the
distinct
performance
obligations and
whether items are
required to be
bundled to form a
distinct
performance
obligation.
Determining
whether the
services provided
are a distinct
performance
obligation.
Determining
whether the
services provided
are a distinct
performance
obligation.
No major
judgement
required, other
than confirming
the period of client
travel and aligning
costs to revenue
recognised.
Timing of revenue
recognition
Over time
Platform access is
recognised over time
on the input of service
period basis as
benefits are
simultaneously
received and
consumed.
As above
Over time/Point in time
Recognised when the
service is complete or
on a stage of
completion input basis
based on the hours
required to finalise the
project.
Point in time
Recognised at the
point in time when the
client related travel has
occurred.
Deferred customer revenue relates to income invoiced to customers in advance during a financial period, part of
which will be recognised in the statement of comprehensive income in the subsequent financial period. All deferred
revenue is classified as current liability.
plexure.com
PAGE 21
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(f) Taxation
Current Income Tax
Current income tax assets and liabilities for the current period 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, at the reporting date in the countries where the Group operates and generates
taxable income.
Deferred Tax
Deferred tax is accounted for using the comprehensive balance sheet liability method in respect of temporary
differences arising from differences between the carrying amount of assets and liabilities in the financial statements
and the corresponding tax base of those items.
In principle, deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are
recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible
temporary differences or unused tax losses and tax offsets can be utilised. However, deferred tax assets and
liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets
and liabilities (other than as a result of a business combination), which affects neither taxable income nor accounting
profit.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the
liability is settled or the asset is realised based on tax rates that have been enacted or substantively enacted at
reporting date. Deferred tax is charged or credited in the profit or loss, except when it relates to items charged or
credited in other comprehensive income, in which case the deferred tax is also dealt with in other comprehensive
income.
Sales Tax
Expenses and assets are recognised net of the amount of sales tax, except:
• When the sales tax incurred on a purchase of assets or services is not recoverable from the taxation
authority, in which case, the sales tax is recognised as part of the cost of acquisition of the asset or as part
of the expense item, as applicable
• When receivables and payables are stated with the amount of sales tax included
• The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of
receivables or payables in the consolidated statement of financial position.
(g) Foreign Currencies
The Group’s consolidated financial statements are presented in New Zealand dollars, which is also the parent
company’s functional currency. For each entity the Group determines the functional currency and items included in
the financial statements of each entity are measured using that functional currency. The Group uses the direct
method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss
reflects the amount that arises from using this method.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency
spot rates at the date the transaction first qualifies for recognition.
plexure.com
PAGE 22
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(g) Foreign Currencies (continued)
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates
of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised
in profit or loss with the exception of monetary items that are designated as part of the hedge of the Group’s net
investment of a foreign operation. These are recognised in other comprehensive income until the net investment is
disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable
to exchange differences on those monetary items are also recorded in other comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined.
The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the
recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair
value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other
comprehensive income or profit or loss, respectively).
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into New Zealand Dollars at the rate
of exchange prevailing at the reporting date and their statements of profit or loss are translated at exchange rates
prevailing at the dates of the transactions. The exchange differences arising on translation for consolidation are
recognised in other comprehensive income. On disposal of a foreign operation, the component of other
comprehensive income relating to that particular foreign operation is recognised in profit or loss.
(h) Property, Plant and Equipment
All items of Property, Plant and Equipment are stated at cost less accumulated depreciation, and impairment. Cost
includes expenditure that is directly attributable to the acquisition of the item.
Depreciation is provided on property, plant and equipment. Depreciation is calculated on a straight line basis, so as
to write off the net cost of the asset over its expected useful life to its estimated residual value. The following
estimates of useful lives are used in the calculation of depreciation:
Category
Fixtures & Fittings
Plant & Equipment
Right of use asset
Estimated useful life
2-14 years
3 years
6 years
An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset)
is included in the consolidated statement of comprehensive income when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year-end and adjusted prospectively, if appropriate.
plexure.com
PAGE 23
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(i) Intangible Assets
Capitalised Software Development Expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
An internally generated intangible asset arising from development (or from the development phase of an internal
project) is recognised if, and only if, all of the following have been demonstrated:
•
•
•
•
•
•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
the intention to complete the intangible asset and use or sell it;
the ability to use or sell the intangible asset;
how the intangible asset will generate probable future economic benefits;
the availability of adequate technical, financial and other resources to complete the development and to use
or sell the intangible asset; and
the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from
the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated
intangible asset can be recognised, development expenditure is charged to profit or loss in the period in which it is
incurred.
Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated
amortisation and accumulated impairment losses, on the same basis as intangible assets acquired separately. Based
on the financial performance of the intangible assets the Group did not identify any impairment indicators for the year
ended 31 March 2020.
The useful life of internally-generated intangible assets is as follows:
Category
Core Platform
Mobile Apps
Estimated Useful Life
5 years
2 years
(j) Impairment of Non-Financial Assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not
generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
The recoverable amount 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 discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash
flows have not been adjusted.
If the recoverable amount of an asset (cash-generating unit) is estimated to be less than its carrying amount, the
carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is
increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount
does not exceed the carrying amount that would have been determined had no impairment loss been recognised
for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised in profit or loss
immediately.
plexure.com
PAGE 24
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(k) Cash and Cash Equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash on hand, demand
deposits, and other short-term highly liquid investments (original maturity of less than three months) that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
(l) Term deposits
Term deposits are investments with an original maturity exceeding three months. Deposits with the original maturity
between three and twelve months are classified as current term deposits.
(m) Share Based Payments
Equity-settled share-based payments to employees and others providing similar services are measured at the fair
value of the equity instruments at the grant date. Details regarding the determination of the fair value of equity-
settled share-based transactions are set out in Note 18. The fair value determined at the grant date of equity-settled
share-based payments is expensed on a straight-line basis over the vesting period with a corresponding increase in
equity, based on the Group’s estimate of equity instruments that will eventually vest. At the end of each reporting
period, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision
of the original estimates, if any, is recognised in profit and loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the equity-settled share-based payment reserve.
(n) Financial Instruments
Financial assets and financial liabilities are recognised on the Group’s consolidated statement of financial position
when the Group becomes a party to the contractual provisions of the instrument.
(o) Accounts Receivable
Accounts receivable are measured at initial recognition at fair value and are subsequently measured at amortised
cost using the effective interest method.
Plexure Group applies IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime
expected credit loss allowance for all trade and other receivables.
To measure expected credit losses, trade and other receivables have been grouped and reviewed on the basis of
the number of days past due. The expected credit loss allowance has been calculated by considering the impact of
the following characteristics:
• The country, customer and market characteristics consider the relative risk related to the country and region
within which the customer resides and makes an assessment of the financial strength of the customer and
the market position.
• The baseline characteristic considers the age of each invoice and applies an increasing expected credit loss
estimate as the trade receivable ages.
(p) Accounts Payable
Accounts payable are recognised when the Group becomes obliged to make future payments resulting from the
purchase of goods and services.
plexure.com
PAGE 25
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(q) Employee Benefits
Provision is made for benefits accruing to employees in respects of wages and salaries, annual leave, and sick leave
when it is probable that settlement will be required and they are capable of being measured reliably.
Provision made in respect of employee benefits expected to be settled within 12 months, are measured at their
nominal values using the remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits, which are not expected to be settled within 12 months, are
measured at the present value of the estimated future cash outflows to be made by the Group in respect of services
provided by employees up to reporting date.
(r) Consolidated Statement of Cash Flows
For the purpose of the consolidated statement of cash flows, cash and cash equivalents includes cash on hand and
in banks and investments in money market instruments net of outstanding bank overdrafts.
The consolidated statement of cash flows is prepared exclusive of GST, which is consistent with the method used in
the statement of comprehensive income.
Definition of terms used in the consolidated statement of cash flows:
• Operating activities include all transactions and other events that are not investing or financing activities.
•
Investing activities are those activities relating to the acquisition and disposal of current and non-current
investments and any other non-current assets.
• Financing activities are those activities relating to changes in the equity and debt capital structure of the
Group and those activities relating to the cost of servicing the Group’s equity.
(s) Treasury Stock
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No
gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity
instruments.
(t) Adoption of New Revised Standards and Interpretations
The Group adopted mandatory new standards and interpretations.
Adoption of the new and amended standards where there has been a material impact on the financial statements is
disclosed below:
NZ IFRS 16. Leases
NZ IFRS 16 is effective for reporting period beginning on or after 1 January 2019. The Group applied NZ IFRS 16
from 1 April 2019. The standard introduces new requirements with respect to lease accounting. It presents significant
changes to the lessee accounting by removing the distinction between operating and finance leases and requiring
the recognition of a right-of-use asset and a lease liability at the lease commencement for all leases, except for short-
term leases and leases of low value assets.
plexure.com
PAGE 26
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(t) Adoption of New Revised Standards and Interpretations (continued)
The impact of the adoption of NZ IFRS 16 on the Group’s consolidated financial statements is described below.
Impact on Lessee Accounting
NZ IFRS 16 changes how the Group accounts for leases, previously classified as operating leases under NZ IAS 17,
which were off-balance-sheet.
Applying NZ IFRS 16, for all leases the Group:
•
•
•
•
recognises right-of-use assets and lease liabilities in the consolidated statement of financial position, initially
measured at the present value of future lease payments;
recognises depreciation of right-of-use assets and interest on lease liabilities in the consolidated statement
of comprehensive Income;
separates the total amount of cash paid into a principal portion (presented within financing activities) and
interest (presented within financing activities) in the consolidated statement of cash flows; and
recognises short-term and low value leases in the Consolidated Statement of Comprehensive Income as
office costs.
Lease incentives (e.g. free rent period) are recognised as part of the measurement of the right-of-use assets and
lease liabilities whereas under NZ IAS 17 they resulted in the recognition of a lease incentive liability, amortised as
a reduction of rental expense on a straight-line basis.
Under NZ IFRS 16, right-of-use assets are tested for impairment in accordance with NZ IAS 36 Impairment of Assets.
This replaces the previous requirement to recognise a provision for onerous lease contracts.
Recognition and measurement of Plexure Group’s leasing activities
Plexure Group has adopted NZ IFRS 16 using the modified retrospective transition approach. Under this approach,
the cumulative effect of initially applying NZ IFRS 16 is recognised as an adjustment to opening retained earnings.
Since all leases of the Group as at 1 April 2019 were short-term, there was no need to adjust opening retained
earnings as they are treated as operating leases and no lease liabilities needed to be recognised at the date of
transition.
In applying NZ IFRS 16 for the first time, Plexure Group has used the following practical expedients permitted by the
standard:
•
•
•
use of a single discount rate to leases with reasonably similar characteristics;
use of hindsight in determining a lease term; and
reliance on previous assessments on whether leases are onerous.
Under NZ IFRS 16, all qualifying leases are recognised as a right of use asset and a corresponding liability at the
date at which the leased asset is available for use. Each lease payment is allocated between the liability and finance
cost. The finance cost is charged to the consolidated statement of comprehensive income over the lease period.
The lease asset is depreciated over the asset’s lease term on a straight-line basis.
The lease payments are discounted using the market borrowing rate, being the rate that the lessee would have to
pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar
terms and conditions.
Plexure Group has leases for property and office equipment. With the exception of short-term leases and leases of
low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
For the year ended 31 March 2020 the Group recognised office costs of $228,778 for short term-rentals, included
in the office costs in the Consolidated Statement of Comprehensive Income
plexure.com
PAGE 27
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
3. Revenue from contracts with customers
License revenue (i)
Consulting revenue (i)
Other revenue
2020
$’000
16,116
8,906
229
25,251
2019
$’000
9,702
6,987
139
16,828
(i)
License and Consulting revenue is recognised over time, the unutilised portion of revenue is recognised as
deferred revenue in the balance sheet. For detailed breakdown of deferred revenue refer to Note 17.
Revenue by segment and region is presented in the segmentation report in Note 24.
4. Other income
Interest received
Other income
5. Wages and staff costs
Salaries (less capitalised)
New Zealand
Overseas
Benefits
New Zealand
Overseas
Kiwisaver/Pension
New Zealand
Overseas
Staff costs
Permanent staff numbers as at 31 March
New Zealand
Overseas
2020
$’000
238
14
252
2020
$’000
7,880
1,417
441
155
277
29
945
11,144
114
13
2019
$’000
63
-
63
2019
$’000
4,287
903
359
74
130
25
543
6,321
48
4
plexure.com
PAGE 28
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
6. Professional fees
Auditors’ fees for audit of the financial statements
Auditors’ other fees:
Taxation compliance services
Ancillary assurance services
Accounting advisory services and systems
Consultancy services
Legal expenses
7. IT Costs
Platform hosting
Support and maintenance
License
Other IT expenses
8. Other (gains)/losses
Listing expenses
Share option expense
Foreign exchange gain
Trade receivables write off
Loss allowance on trade receivables
Loss on disposal of property, plant & equipment
Bank fees
9. Tax
2020
$’000
69
35
27
163
357
162
813
2020
$’000
5,123
1,247
50
53
6,473
2020
$’000
120
256
(803)
(36)
9
-
34
(420)
The major components of income tax expense for the years ended 31 March 2020 and 2019 are:
(a) Consolidated Statement of Comprehensive Income:
Current income tax:
Current income tax expense
Withholding tax not recognised
Prior period adjustment
Income tax reported in the statement of comprehensive income
2020
$’000
(74)
(134)
-
(208)
2019
$’000
95
30
35
100
179
167
606
2019
$’000
2,764
257
122
25
3,168
2019
$’000
70
240
(58)
(70)
195
49
22
448
2019
$’000
(63)
(89)
8
(144)
plexure.com
PAGE 29
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(b) Current tax assets and liabilities
RWT receivable
Current tax payable
(c) Reconciliation of income tax expense to net profit/(loss) before
tax:
Net profit/(loss) before tax
At the New Zealand statutory income tax rate of 28%
Non-deductible expenses
Future benefit of tax losses not recognised
Effect of difference in overseas tax rates
Foreign withholding tax expenses
Prior period adjustment
Income tax expense reported in the statement of comprehensive
income
(d) Deferred Tax
2020
$’000
(67)
45
(22)
2020
$’000
1,215
(340)
(280)
541
5
(134)
-
(208)
2019
$’000
(16)
2
(14)
2019
$’000
(559)
156
(664)
462
(17)
(89)
8
(144)
The Group has estimated gross tax losses of $16.8m at balance date (2019: $17.6m). These are subject to
confirmation by the Inland Revenue Department and subject to meeting the requirements of the 2007 Income Tax
Act. Unrecognised deferred tax assets arising from these tax losses are $4.8m measured at 28% (2019: $4.9m).
The analysis of deferred tax assets and deferred tax liabilities is as follows:
At 1 April 2018
Recognised in profit and loss
At 31 March 2019
At 1 April 2019
Recognised in profit and loss
At 31 March 2020
(e) Imputation Credit Account Balances
Balance as at 31 March
Intangible
assets
$’000
(885)
233
(652)
(652)
169
(483)
Provisions &
accruals
$’000
38
(101)
(63)
(63)
(253)
(316)
Tax
losses
$’000
847
(132)
715
715
84
799
2020
$000
67
Total
$’000
-
-
-
-
-
-
2019
$000
16
plexure.com
PAGE 30
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
10. Cash and cash equivalents
Cash and cash and cash equivalents
Denominations in:
New Zealand Dollars
United States Dollars
Australian Dollars
Japanese Yen
Great British Pounds
11. Term deposits
Term deposits
2020
$’000
11,205
11,205
8,202
2,749
65
160
29
11,205
2020
$’000
3,014
3,014
2019
$’000
1,179
1,179
671
377
1
107
23
1,179
2019
$’000
6,071
6,071
Term deposits are held with the group's bankers, made for varying periods depending on the immediate cash
requirements of the Group, and earn interest at the respective term deposit rates.
All term deposits are denominated in New Zealand dollars.
12. Trade and other receivables
Accounts receivable
Provision for expected credit loss
Accrued Income
Sales tax receivable
Prepayments and other receivables
The aging profile of Accounts receivable are as follows:
Current
30-59
60-89
90 days and older
2020
$’000
4,341
(9)
-
116
736
5,184
2,174
444
1,267
456
4,341
2019
$’000
2,196
(196)
54
335
246
2,635
974
351
484
387
2,196
The aging profile above does not necessarily reflect whether an amount is past due and impaired, as customer credit
terms vary. Of the accounts receivable total of $4.341m, $2.167m is showing as past due (2019: $1.222m) however
based on overseas payment patterns this is considered normal.
Accounts receivable are split into revenue categories as follows:
License revenue
Consulting revenue
Other revenue
plexure.com
3,435
906
-
4,341
1,574
608
14
2,196
PAGE 31
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
13. Investments in subsidiaries
The consolidated financial statements of the Group include the following subsidiaries:
Name
Plexure Limited
VMob IP Limited
VMob UK Limited
Plexure USA Limited
(formerly Vmob USA
Limited)
Plexure KK
Holding
company
Plexure
Group
Limited
Plexure
Group
Limited
Plexure
Limited
Plexure
Limited
Plexure
Limited
14. Property, Plant & Equipment
Equity interest
2019
2020
Balance
date
Country of
incorporation
Principal activity
100%
100%
31 March New Zealand
Trading entity
100%
100%
31 March New Zealand
100%
100%
31 March
United
Kingdom
Holder of IP
assets
Trading entity
100%
100%
31 March USA
Trading entity
100%
100%
31 March
Japan
Trading entity
Leasehold
Improvements
$’000
Furniture
& Fittings
$’000
Plant &
Equipment
$’000
Right of
use asset
$’000
Cost
At 1 April 2018
Additions
Disposal
At 31 March 2019
Additions
Disposal
At 31 March 2020
Depreciation
At 1 April 2018
Depreciation charge for
the year
Disposal
At 31 March 2019
Depreciation charge for
the year
Disposal
At 31 March 2020
Net book value
At 31 March 2019
At 31 March 2020
236
-
(236)
-
29
-
29
(157)
(24)
181
-
(5)
-
(5)
-
24
61
61
(9)
113
129
-
242
(29)
(17)
4
(42)
(69)
-
(111)
71
131
Leased assets are presented in Plant and Equipment and Right of use asset.
314
61
(9)
366
333
(5)
694
(182)
(67)
8
(241)
(138)
4
(375)
-
-
-
-
2,258
-
2,258
-
-
-
-
(220)
-
(220)
Total
$’000
611
122
(254)
479
2,749
(5)
3,223
(368)
(108)
193
(283)
(432)
4
(711)
125
319
-
2,038
196
2,512
plexure.com
PAGE 32
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
15. Intangible Assets
Cost
As at 1 April 2018
Additions – internally developed
As at 31 March 2019
Additions – internally developed
As at 31 March 2020
Amortisation
As at 1 April 2018
Amortisation charge for the year
As at 31 March 2019
Amortisation charge for the year
As at 31 March 2020
Net book value
As at 31 March 2019
As at 31 March 2020
16. Trade and other payables
Accounts payable
Accruals
Staff social security and tax payable
Normal credit terms are 30th of the following month.
17. Deferred revenue
Deferred license revenue
Deferred consulting revenue
Core Platform
$’000
Mobile Platform
$’000
9,522
628
10,150
2,357
12,507
(5,129)
(1,766)
(6,895)
(1,715)
(8,610)
3,255
3,897
1,017
-
1,017
232
1,249
(1,009)
(8)
(1,017)
(30)
(1,047)
-
202
2020
$’000
846
1,594
382
2,822
2020
$’000
5,351
591
5,942
Total
$’000
10,539
628
11,167
2,589
13,756
(6,138)
(1,774)
(7,912)
(1,745)
(9,657)
3,255
4,099
2019
$’000
547
770
27
1,344
2019
$’000
2,617
1,271
3,888
18. Share capital, treasury stock and share based payment reserve
All shares are ordinary shares, they have been issued as fully paid and have no par value. Fully paid ordinary shares
carry one vote per share, carry a right to dividends and a pro-rata share of net assets on a wind up.
plexure.com
PAGE 33
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(a) Share capital and treasury stock
Balance as at 1 April 2018
Shares issued by way of conversion of convertible note in April 2018
Share buyback recognised as treasury stock in February 2019
Shares issued by way of exercising of share options in March 2019
Shares issued by way of conversion of convertible note in March
2019
Balance as at 31 March 2019
Shares issued by way of private placement in April 2019 (1)
Shares issued by way of exercising of share options in June 2019
Shares issued by way of exercising of share options in July 2019
Shares issued by way of exercising of share options in October
2019
Shares issued by way of exercising of share options in January
2020
Balance as at 31 March 2020
Shares
111,650,513
1,407,397
(71,421)
30,001
12,534,773
$’000
26,820
281
(21)
8
4,200
125,551,263
31,288
13,795,311
5,440
113,313
3,333
469,998
5,387
3
50
1
87
139,938,658
36,816
(1) On 2 April 2019 McDonald’s Corporation purchased a stake of 9.9% of Plexure for $5.4m representing a
15% premium over the volume-weighted average price of Plexure shares during March 2019.
(b) Share based payment reserve
The share based payment reserve is used to record the accumulated value of unexercised share options and vested
share rights which have been recognised in the statement of comprehensive income. As at balance date executives
and employees have options over 7,900,687 shares (2019: 8,805,440).
Balance at the beginning of year
Share based payment
Writeback of share based payment expired but not vested
Options not exercised written to retained earnings
Options exercised
Balance at the end of year
(c) Foreign currency translation reserve
2020
$’000
415
290
(34)
(20)
(27)
624
2019
$’000
301
242
(2)
(125)
(1)
415
Exchange differences relating to the translation of the results and net assets of the Group's foreign operations from
their functional currencies to the Group's presentation currency (i.e. New Zealand dollars) are recognised directly in
other comprehensive income and accumulated in the foreign currency translation reserve. Exchange differences
previously accumulated in the foreign currency translation reserve (in respect of translating the net assets of foreign
operations) are reclassified to profit or loss on the disposal of the foreign operation.
Balance at the beginning of year
Exchange differences arising on translating the foreign operations
Balance at the end of year
plexure.com
2020
$’000
132
112
244
2019
$’000
114
18
132
PAGE 34
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
(d) Share based payments
In August 2012 the Group established a share option plan that entitles selected employees, contractors and
executives to purchase shares in the Company. In accordance with the terms of issue of the options, holders are
entitled to acquire shares at the price determined at the time the options were issued. All options are to be delivered
by physical delivery of shares. Terms and conditions of outstanding grants are as follows:
Grant date
17/06/2015
02/12/2016
06/09/2017
10/01/2018
19/06/2018
04/09/2018
20/11/2018
17/12/2018
28/05/2019
16/10/2019
06/12/2019
Total options issued
Personnel entitled
Key executives and staff
Key executives and staff
Key executives
Key executives and staff
Staff
Key executives
Staff
Key executives and staff
Staff
Key executives
Key executives
Number of instruments
150,000
866,680
1,000,000
553,340
30,000
3,000,000
130,000
1,716,667
60,000
144,000
250,000
7,900,687
All share options vest in three equal tranches, one third on each of the first, second and third anniversaries of the
grant. The contractual life of all options is 5 calendar years from the date of issue.
The number and average exercise price of the share options are as follows:
2020
2019
Weighted
average
exercise price
Number
of options
Weighted
average
exercise price
Number
of options
0.19
0.79
0.21
0.45
8,805,440
(592,084)
484,000
(766,669)
(30,000)
7,900,687
0.20
0.20
0.26
4,690,000
(30,001)
5,600,000
(1,454,559)
-
8,805,440
Outstanding at 1 April
Exercised during the year
Granted during the year
Forfeited during the year
Lapsed during the year
Outstanding at 31 March
The fair value of services received in return for the share options granted is based on the fair value of share options
granted measured using a Black Scholes model with the following inputs:
Issue Date
Estimated fair value per
option at grant date
Exercise price per share
Expected volatility
Option life from date of
grant
Risk free interest rate
6/12/19
16/10/19
28/05/19
17/12/18
20/11/18
39.33 cents
39.56 cents
29.49 cents
11.0 cents
9.7 cents
83.0 cents
50%
83.49 cents
50%
62.2 cents
50%
23.25 cents
50%
20.65 cents
50%
5 years
1.70%
5 years
1.70%
5 years
1.70%
5 years
1.70%
5 years
1.70%
plexure.com
PAGE 35
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Issue Date
Estimated fair value per
option at grant date
Exercise price per share
Expected volatility
Option life from date of
grant
Risk free interest rate
4/09/18
19/06/18
10/01/18
06/09/17
02/12/16
8.9 cents
9.8 cents
9.5 cents
5.4 cents
11.8 cents
18.8 cents 20.75 cents
50%
50%
19.3 cents
50%
11.0 cents
50%
24.0 cents
50%
5 years
5 years
1.70%
1.70%
5 years
4.00%
5 years
4.00%
5 years
4.00%
Issue Date
Estimated fair value per
option at grant date
Exercise price per share
Expected volatility
Option life from date of
grant
Risk free interest rate
17/06/15
20.1 cents
40.8 cents
50%
5 years
4.00%
Expected volatility was estimated by reference to the volatility of listed equity securities for businesses of a similar
nature to the Group operating in the technology industry and Plexure’s own volatility.
19. Earnings Per Share
The profit of $1m (2019: loss $0.703m) for the year represented by earnings/(loss) per share shown below based
on weighted average ordinary shares on issue during the year.
Weighted average ordinary shares issued
Weighted average potential ordinary shares
Weighted average number of ordinary shares for diluted earnings/(loss)
per share
Basic earnings/(loss) per share (cents)
Diluted earnings/(loss)per share (cents)
20. Accumulated losses
Balance at the beginning of year
Share based payments on expired options
Net profit/(loss) for the year
Balance at the end of the year
2020
139,485,609
7,238,026
146,723,636
2019
113,102,013
6,853,362
119,995,375
0.72
0.69
(0.62)
(0.59)
2020
$’000
(23,717)
20
1,007
(22,690)
2019
$’000
(23,139)
125
(703)
(23,717)
plexure.com
PAGE 36
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
21. Related Party Transactions
At reporting date, the Directors of the Company controlled 2% (2019: 3%) of the voting shares in the Company.
Phil Norman
Sharon Hunter
Brian Russell
Craig Herbison
Robert Bell
(appointed 8 April 2019)
Jack Matthews
(appointed 1 July 2019)
Scott Bradley
(resigned 29 May 2018)
Tim Cook
(resigned 8 August 2018)
2020
2019
Director and Committee fees ($)
Consulting fees ($)
Payables ($)
Shareholding (#)
Shares (%)
Director Fee ($)
Payables ($)
Shareholding (#)
Shares (%)
Director Fee ($)
Payables ($)
Shareholding (#)
Shares (%)
Director Fee ($)
Salary and bonus (CEO) ($)
Shareholding (#)
Shares (%)
Director and Committee fees ($)
Payables ($)
Shareholding (#)
Shares (%)
Director Fee ($)
Payables ($)
Shareholding (#)
Director’s Fee ($)
Director Fee ($)
Salary (CEO) ($)
Shareholding (#)
Shares (%)
Director Fee ($)
Payables ($)
Shareholding (#)
Shares (%)
72,500
20,000
20,633
3,194,405
2.28
42,500
4,792
-
-
42,500
4,792
-
-
-
717,002
-
-
46,722
5,000
-
-
30,833
4,167
-
-
-
-
4,794,888
3.43
-
-
832,500
0.59
50,000
-
4,893
3,194,405
2.54
35,000
3,354
-
-
35,000
3,871
-
-
-
457,145
-
-
-
-
-
-
-
-
-
-
5,832
-
8,681,095
6.91
12,425
-
840,000
0.67
The Company supplied services to the value of $173,517 (2019: $173,517) to Loyalty New Zealand Limited during
the year. Phil Norman was a Director of this company during the year.
The Company procured services of the value of $63,259 (2019: $Nil) from Parallo Limited during the year. Phil
Norman has become a Director of this company during the year.
plexure.com
PAGE 37
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
Key management personnel and director transactions
Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Group, directly or indirectly and include the Chief Executive and his direct reports.
In addition to their fees and salaries, the Group also provides non-cash benefits to executive officers in the form of
share options (refer Note 18). The following table summarises remuneration paid to key management personnel
and directors:
Directors’ fees*
Exec team salary and bonus
Share based payments
2020
$’000
255
2,174
221
2,650
2019
$’000
138
1,586
194
1,918
*Directors fees is the total amount paid to Directors as fees. This differs to the amount in the consolidated statement
of comprehensive income as that figure includes directors and officers insurance.
22. Lease liabilities
The maturity of the lease liabilities is as follows:
Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
2020
$’000
369
392
413
437
464
203
2,278
2019
$’000
-
-
-
-
-
-
-
The total interest expense on lease liabilities for the year ended 31 March 2020 amounted to $69,384.
23. Contingencies
There were no material contingent assets at 31 March 2020 (2019: $Nil). There is a contingent liability of $508,000
in respect of properties and a further $75,000 in relation to the NZX bond (2019: $139,000).
plexure.com
PAGE 38
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
24. Segmental reporting
The Chief Executive and members of the executive management team are the Group’s chief operating decision
makers. They have determined that based on the information they use for the purposes of allocating resources and
assessing performance, the Group itself forms a single operating segment, the development and deployment of a
mobile engagement software with consulting services on campaigns and where required paid technology
development work. The segment result is reflected in the financial statements.
The Group operated principally in Asia, Australasia, North America, Latin America and Europe during the year ended
31 March 2020. Revenue from contracts with customers by geographical location is as follows:
Asia
Australasia
North America
Latin America
Europe
2020
$’000
12,248
761
4,841
207
7,194
25,251
2019
$’000
9,101
671
1,792
407
4,857
16,828
All material non-current assets are held within New Zealand. We note that one customer contributes over 10% of
our revenues.
25. Reconciliation of Operating Cash Flows
Reconciliation from the net profit/(loss) after tax to the net cash from operating activities.
Net profit / (loss) after tax
Adjustments for non-cash items
Amortisation
Depreciation
Amortisation of lease inducement
Recognition of share based payments
Fair value of derivative
Interest accrued on convertible note
Interest accrued on lease liabilities
Other
Movements in working capital
Increase in trade and other receivables
Increase in trade payables and accruals
Increase in deferred revenue
Net cash inflow from operating activities
plexure.com
2020
$’000
1,007
1,745
432
-
256
-
-
69
2
2,504
(2,557)
1,478
2,054
975
4,486
2019
$’000
(703)
1,774
108
(5)
240
1,477
174
-
51
3,819
(1,204)
545
1,442
783
3,899
PAGE 39
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
26. Financial Risk Management
The Group is subject to a number of financial risks including liquidity risk, credit risk and market risk. The Group
does not enter into or trade financial instruments, including derivative financial instruments, for speculative purposes.
Specific risk management objectives and policies set out below:
(a) Capital Risk Management
The Group manages its capital to ensure that the Group will be able to continue as a going concern while maximising
the return to stakeholders through the optimisation of debt and equity.
The capital structure of the Group consists of issued capital, equity reserves and accumulated losses as disclosed
in Notes 18 and 20.
The Group’s Board of Directors reviews the capital structure on a regular basis.
The Group is not subject to externally imposed capital requirements.
The Groups overall strategy remains unchanged from prior years.
(b) Interest Rate Risk
The Group has no significant interest bearing assets or liabilities and operating cashflows are substantially
independent of changes in market interest rates in interest bearing financial assets or liabilities.
(c) Foreign Exchange Risk
The Group faces the risk of movements in foreign currency exchange rates against the New Zealand dollar. During
the year ended 31 March 2020, the Group’s transactions were in New Zealand dollars, Australian dollars, United
States dollars, Japanese Yen, Euro and Pound Sterling. As a result, the Group’s consolidated statement of
comprehensive income and consolidated statement of financial position can be affected by movements in exchange
rates.
The table below details the Group’s sensitivity to a reasonably possible (10%) increase or decrease in the New
Zealand dollar against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign
currency denominated monetary items and adjusts their translation at the year end for the change in foreign currency
rates.
2020
+/- 10%
effect on
profit before
tax
$’000
+/- 10%
effect
on
equity
$’000
Carrying
amount
$’000
2019
+/- 10%
effect on
profit
before tax
$’000
+/- 10%
effect on
equity
$’000
275
6
16
3
275
6
16
3
377
1
107
23
38
-
11
2
38
-
11
2
Carrying
amount
$’000
2,749
65
160
29
Financial assets
Cash and cash equivalents
USD
AUD
JPY
GBP
plexure.com
PAGE 40
Notes to the Consolidated Financial Statements
For the year ended 31 March 2020
CONTINUED
2020
+/- 10%
effect on
profit before
tax
$’000
+/- 10%
effect
on
equity
$’000
326
4
103
326
4
103
Carrying
amount
$’000
1,589
38
373
40
3
1
1
40
3
1
1
6
-
32
2
Carrying
amount
$’000
3,258
40
1,034
396
30
15
9
2019
+/- 10%
effect on
profit
before tax
$’000
159
4
37
1
-
3
-
+/- 10%
effect on
equity
$’000
159
4
37
1
-
3
-
Trade receivables
USD
AUD
JPY
Financial liabilities
Trade payables
USD
AUD
EUR
JPY
(d) Credit Risk
Credit risk refers to the risk that a counter-party will default on its contractual obligations resulting in financial loss to
the Group. Financial instruments which potentially subject the Group to credit risk, principally consist of bank
balances and accounts receivable. The Board monitors and manages the exposure to credit risk through the ongoing
review of aged receivables and their recoverability.
The maximum exposures to credit risk at balance date are:
Cash, cash equivalents and term deposits
Accounts receivable
2020
2019
2020
$’000
14,219
4,341
2019
$’000
7,250
2,196
At 31 March 2020, the credit risk associated with accounts receivable is considered minor due to the mix of large
organisations. The Group’s bank accounts are held with reputable banks in New Zealand and overseas. Otherwise
the Group does not have any other concentrations of credit risk. The Group does not require any collateral or security
to support financial instruments.
(e) Liquidity Risk Management
Ultimate responsibility for liquidity risk management rests with the Board of Directors, who have built an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and
liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves by
continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and
liabilities.
27. Events after reporting period
At the date of this report management believes any negative impact of the COVID-19 pandemic on the Group is
immaterial.
No other material events occurred after the reporting period.
plexure.com
PAGE 41
NZX Governance Report
For the year ended 31 March 2020
Corporate Governance Statement
This corporate governance statement demonstrates Plexure’s compliance with the new NZX Corporate Governance
Code.
Principle 1: Code of Ethical Behaviour
“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable
for delivering these standards throughout the organisation.”
Recommendation 1.1 Code of Ethical Behaviour
“The board should document minimum standards of ethical behaviour to which the issuer’s directors and employees
are expected to adhere.”
The Plexure Code of Ethics (the “Code”) is fundamental to the way that Plexure Group Limited (“Plexure” or the
“Company”) does business and it is published on our website. The purpose of the Code is to ensure high standards
of ethical conduct. The Code aims to achieve this purpose by the use of principles that provide guidance on
appropriate standards and conduct. As the Code and the principles set out in it cannot capture every situation that
might arise, Plexure personnel are requested to assess actions and decisions against the backdrop of the principles
and spirit of the Code and always seek to act consistently with that. The Code has been approved by the board of
directors (the “Board”) of Plexure.
Recommendation 1.2 Financial dealing policy
“An issuer should have a financial product dealing policy which applies to employees and directors.”
Plexure is committed to financial integrity and to ensuring compliance with all regulatory market requirements at all
times. Plexure’s Securities Trading Policy is a critical part of this commitment and of ensuring every member of the
Plexure team is aware of their obligations and legal requirements for trading in Plexure securities. All of Plexure’s
policies are owned by the board or a board delegate and are regularly reviewed. The Plexure Securities Trading
Policy was last reviewed in January 2020.
Principle 2: Board composition and Performance
“To ensure an effective board, there should be a balance of independence, skills, knowledge, experience and
perspectives.”
Recommendation 2.1 Written Board Charter
“The board of an issuer should operate under a written charter which sets out the roles and responsibilities of the
board. The board charter should clearly distinguish and disclose the respective roles and responsibilities of the board
and management.”
The Plexure Board Charter sets out how the board exercises and discharges its powers and responsibilities,
including through committees established by the board. The Charter defines and prescribes the relationship between
the board, the CEO, and the executive team.
The Board has statutory responsibility for the affairs and activities of the Company, which in practice is achieved
through delegation to the Chief Executive Officer of the day-to-day leadership and management of the Company.
plexure.com
PAGE 42
NZX Governance Report
For the year ended 31 March 2020
Recommendation 2.2 Nominating and appointing directors to the board.
“Every issuer should have a procedure for the nomination and appointment of directors to the board.”
Plexure’s procedures for the nomination and appointment of directors are covered by the remuneration committee.
One third of the Directors stand for re-election at each AGM (as per the Board Charter). From time to time Plexure
will seek new Directors for its Board. The potential candidates are recruited based on the specific skill set they can
bring to the Board. The candidate will be interviewed by the Chair and a sub-committee of the Board. They will be
subject to checks on their character, education, criminal and bankruptcy history.
Recommendation 2.3 Written agreements with each director
“An issuer should enter into written agreements with each newly appointed director establishing the terms of their
appointment.”
Plexure’s Directors enter into a written agreement establishing the terms of their appointment, including Plexure’s
expectations for the role of director.
Recommendation 2.4 Information on directors
“Every issuer should disclose information about each director in its annual report or on its website, including a profile
of experience, length of service, independence and ownership interests and director attendance at board meetings”
Profiles of each director’s experience can be found on the website.
Phil Norman
Chair – Independent
23 August 2012 (7 years, 7 months)
Brian Russell
Independent
27 Oct 2017 (2 year, 5 months)
Robert Bell
Independent
8 April 2019 (1 year)
Craig Herbison
Executive Director
19 June 2018 (1 year, 9 months)
Sharon Hunter
Independent
27 November 2015 (4 years, 4 months)
Jack Matthews
Independent
1 July 2019 (9 months)
Directors disclosed the following relevant interests in shares as at 31 March 2020.
Director
Phil Norman
Beneficially
3,194,405
Associated Persons
9,362
plexure.com
PAGE 43
NZX Governance Report
For the year ended 31 March 2020
Recommendation 2.5 Diversity Policy
“An issuer should have a written diversity policy which includes requirements for the board or a relevant committee
of the board to set measurable objectives for achieving diversity (which, at a minimum, should address gender
diversity) and to assess annually both the objectives and the entity’s progress in achieving them. The issuer should
disclose the policy or a summary of it.”
Plexure is committed to creating and maintaining an inclusive and collaborative workplace culture by recognising
the values of a diverse and skilled workforce. This commitment extends to all areas of its business and is
encompassed in Plexure’s diversity policy which is available on our website.
As at 31 March 2020, the gender balance of the Company’s directors, officers and all employees and contractors
were as follows:
2020
2019
Female
Male
Total
Female
Male
Total
Directors
Executive
Employees & contractors
Total (including directors)
Percentage
1
2
30
33
23%
5
3
103
111
77%
6
5
133
144
100%
1
1
14
16
22%
3
3
50
56
78%
4
4
64
72
100%
The gender balance has increased proportionately, another female member has joined our executive team. This
remains an area of focus within the company.
As at 31 March 2020, the ethnical balance of the Company’s directors, officers and all employees and contractors
were as follows:
Directors
and
Executives
2020
Employees
and
contractors
11
-
-
-
-
11
35
73
4
10
11
133
Total
46
73
4
10
11
144
Directors
and
Executives
2019
Employees
and
contractors
8
-
-
-
-
8
17
38
1
5
3
64
Total
25
38
1
5
3
72
NZ European
Asian
Middle Eastern
European
American
Total
Plexure’s Directors also believe that diversity goes beyond gender and ethnicity and that diversity is the key to
succeeding in the fast-changing world.
plexure.com
PAGE 44
NZX Governance Report
For the year ended 31 March 2020
Recommendation 2.6 Director training
“Directors should undertake appropriate training to remain current on how to best perform their duties as directors
of an issuer.”
Plexure is committed to the ongoing development of the board however during the year ended 31 March 2020
Plexure did not organise any group training for Directors. Directors of their own accord attended sessions on their
statutory requirements.
Recommendation 2.7 Performance
“The board should have a procedure to regularly assess director, board and committee performance.”
As per Plexure’s charter the Board reviews its performance as a whole on an annual basis. Performance reviews of
individual Directors will be undertaken as required and determined by the Board. Plexure has its next scheduled
Board review in August 2020.
Recommendation 2.8 Independent Directors
“A majority of the board should be independent directors.”
The majority of Plexure’s Board of Directors consists of independent directors.
Recommendation 2.9 Chair and CEO
“An issuer should have an independent chair of the Board. If the chair is not independent, the chair and the CEO
should be different people.”
Plexure’s Board Charter states that the Chair is separate from the CEO. Phil Norman is the Chair of the board at
Plexure, and Craig Herbison is the CEO at Plexure.
Principle 3: Board committees
“The board should use committees where this will enhance its effectiveness in key areas, while still retaining board
responsibility.”
Recommendation 3.1 Audit committee
“An issuer’s audit committee should operate under a written charter. Membership on the audit committee should be
majority independent and comprise solely of non-executive directors of the issuer. The chair of the audit committee
should not also be the chair of the board.”
Plexure’s Audit and Risk Committee (ARC) has a written charter and is made up of independent directors. The Chair
of the ARC is not the Chair of the Board.
Current members: Robert Bell (Chair), Phil Norman, Sharon Hunter.
The role of the ARC is defined in the ARC Charter. The purpose of the ARC is to provide a specific governance focus
on enterprise risks and the financial management, accounting, audit and reporting of Plexure and its subsidiaries.
plexure.com
PAGE 45
NZX Governance Report
For the year ended 31 March 2020
Recommendation 3.2 Employees attend audit committee
“Employees should only attend audit committee meetings at the invitation of the audit committee.”
Plexure’s employees only attend ARC meetings at the invitation of the Audit and Risk Committee. The Chief Financial
Officer, the Financial Controller and the Auditors are regular invitees to these meetings.
Recommendation 3.3 Remuneration committee
“An issuer should have a remuneration committee which operates under a written charter (unless this is carried out
by the whole board). At least a majority of the remuneration committee should be independent directors.
Management should only attend remuneration committee meetings at the invitation of the remuneration committee”
Plexure’s Remuneration Committee has a written charter which is available on the website. Plexure’s remuneration
committee is made up of independent directors.
Current members: Phil Norman (Chair), Sharon Hunter, Brian Russell, Jack Matthews.
The remuneration committee approves performance criteria and remuneration for the CEO and recommends
incentive payment or other adjustments to CEO remuneration to the board, taking into account the CEO’s
performance review with the board.
Recommendation 3.4 Nomination committee
“An issuer should establish a nomination committee to recommend director appointments to the board (unless this
is carried out by the whole board), which should operate under a written charter. At least a majority of the nomination
committee should be independent directors”
Plexure does not have a separate nomination committee. The Board as a whole undertakes the role of nominations
committee given the size of the company.
Recommendation 3.5 Other committees
“An issuer should consider whether it is appropriate to have any other board committees as standing board
committees. All committees should operate under written charters. An issuer should identify the members of each
of its committees, and periodically report member attendance.”
Plexure has no other committees.
Attendance at board meetings
Directors attended the following total number of meetings:
Phil Norman
Sharon Hunter
Brian Russell
Craig Herbison
Robert Bell
Jack Matthews
11 of 11
11 of 11
10 of 11
10 of 11
11 of 11
7 of 8
plexure.com
PAGE 46
NZX Governance Report
For the year ended 31 March 2020
Recommendation 3.6 Protocols for takeover offer
followed
“The board should establish appropriate protocols
if there is a takeover offer for the issuer including any communication between insiders and the bidder. It should
disclose the scope of independent advisory reports to shareholders. These protocols should include the option of
establishing an independent takeover committee, and the likely composition and implementation of an independent
takeover committee.”
the procedure
that set out
to be
Plexure has a takeover protocol that has been prepared by an external advisor that outlines all the appropriate
procedures if a takeover offer has been received.
Principle 4: Reporting and disclosure
“The board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.”
Recommendation 4.1 Continuous disclosure
“An issuer’s board should have a written continuous disclosure policy.”
Plexure is committed to notifying the market through full and fair disclosure to the NZX of any material information
related to its business required by applicable listing rules. The Market Disclosure Policy assists the Board with the
need to keep Plexure’s investors and markets informed through a timely, clear and balanced approach which
communicates both positive and negative news.
Plexure has appointed its Chief Financial Officer (CFO) as the Disclosure Officer. The CEO and the executive team
are required to provide all material information to the Disclosure Officer.
Recommendation 4.2 Make key documents available
“An issuer should make its code of ethics, board and committee charters and the policies recommended in the NZX
Code, together with any other key governance documents, available on its website.”
Plexure’s Code of Conduct, board and committee charters, and other policies recommended in the NZX Code,
together with other key governance documents are available on Plexure’s website.
Recommendation 4.3 Financial reporting
“Financial reporting should be balanced, clear and objective. An issuer should provide non- financial disclosure at
least annually, including considering material exposure to environmental, economic and social sustainability risks
and other key risks. It should explain how it plans to manage those risks and how operational or non-financial targets
are measured. Non-financial reporting should be informative, include forward looking assessment, and align with
key strategies and metrics monitored by the board.”
The ARC plays a central role in Plexure’s commitment to transparent reporting of its financial and non-financial
performance. The ARC Charter clearly defines the roles of the board, the ARC, the executive, and external auditors.
plexure.com
PAGE 47
NZX Governance Report
For the year ended 31 March 2020
Financial reporting
The executive is responsible for implementing and maintaining appropriate accounting and financial reporting
principles, policies, and internal controls designed to ensure compliance with accounting standards and applicable
laws and regulations.
Plexure’s external auditor, Deloitte, is responsible for planning and carrying out each external audit and review in
line with applicable auditing and review standards. Deloitte is accountable to shareholders through the ARC and the
Board respectively. The Board retains overall responsibility for financial reporting.
The ARC makes sure that it and the full Board are sufficiently informed about good-practice financial reporting and
Plexure’s operations to know whether financial reporting is fit for purpose. This means it represents a balanced
viewpoint, is factual and complete, and is effectively implemented.
Non-Financial reporting
Plexure has not adopted environmental, social and governance reporting.
Principle 5: Remuneration
“The remuneration of directors and executives should be transparent, fair and reasonable.”
Recommendation 5.1 Director remuneration
“An issuer should recommend director remuneration to shareholders for approval in a transparent manner. Actual
director remuneration should be clearly disclosed in the issuer’s annual report.”
The last director remuneration review was proposed for shareholder vote at the Annual Meeting in September 2019.
The review indicated the pool should be increased, shareholder approval was achieved.
Directors remuneration received in FY20
Phil Norman (Chair)
Sharon Hunter
Brian Russell
Craig Herbison
Robert Bell
Jack Matthews
Board Fees
Salary, Bonus and Consultancy fees
72,500
42,500
42,500
-
46,722
30,833
20,000
-
-
717,002
-
-
plexure.com
PAGE 48
NZX Governance Report
For the year ended 31 March 2020
Recommendation 5.2 Remuneration policy for directors and officers
“An issuer should have a remuneration policy for remuneration of directors and officers, which outlines the relative
weightings of remuneration components and relevant performance criteria.”
Plexure’s Board and Executive remuneration policy which is published on Plexure’s website sets out policies which
are designed to be fair, simple and transparent. It is designed to promote a high-performance culture and to align
remuneration to the development and achievement of strategies and business objectives to create sustainable value
for shareholders.
Remuneration of directors
None of the directors is entitled to any remuneration from Plexure other than directors’ fees and reasonable travel,
accommodation, and other expenses incurred in the course of performing duties or exercising powers as directors.
No directors are entitled to any retirement benefits.
Remuneration of Plexure employees including executives
Plexure provides the opportunity for the employees to receive, where performance merits, a total remuneration
package for equivalent market-matched roles. Plexure’s Remuneration Committee reviews the annual performance
appraisal outcomes for all Executive Team members, including the Chief Executive Officer. The review takes into
account external benchmarking to ensure competitiveness with comparable market peers, along with consideration
of an individual’s performance, skills, expertise and experience.
Total remuneration is made up of three components being: fixed remuneration, short-term performance-based cash
remuneration and long-term performance-based equity remuneration.
Fixed Remuneration
Fixed remuneration consists of base salary and benefits where applicable (generally based on local requirements).
Short-Term Incentive
Short-term incentives (STI) are at-risk payments designed to motivate and reward for performance, typically in that
financial year. The target value of an STI payment is set annually, usually as a percentage of the executive’s base
salary. The relevant percentage ranges from 20% to 50%.
Long Term Incentives - Options
In August 2012, the Group established a share option plan that entitles employees to purchase shares in the
Company. In accordance with the terms of issue of the options, holders are entitled to acquire shares at the price
determined at the time the options were issued.
The granting of options is designed to align the rewards for Executive Team members with the enhancement of
shareholder value over a multi-year period. The options vest over three years and must be exercised within five
years.
The number of options granted to the Executive team is determined by the Board.
plexure.com
PAGE 49
NZX Governance Report
For the year ended 31 March 2020
Evaluating performance
Plexure’s Executive will evaluate staff performance at year end. The board is responsible for monitoring the
performance of the CEO and the executive team against established objectives.
All of Plexure’s permanent employees, including management, have undertaken performance reviews in 2020.
Plexure’s employee remuneration tables
The data in this section relates to Plexure permanent employees only.
Plexure notes the high proportion of employees earning above $100,000 reflects Plexure’s business model and the
demand for skill staff particularly in the Technology sector.
During the period employees, including executive directors, within the Group received annualised remuneration,
termination payments and benefits which exceeded $100,000 as follows:
$100-$110,000
$110-$120,000
$120-$130,000
$130-$140,000
$140-$150,000
$150-$160,000
$160-$170,000
$170-$180,000
$180-$190,000
$200-$210,000
$250-$260,000
$260-$270,000
$270-$280,000
$280-$290,000
$300-$310,000
$310-$320,000
$360-$370,000
$380-$390,000
$450-$460,000
$710-$720,000
2020
2019
NZ Entity
3
7
3
3
4
4
2
1
1
1
1
1
-
1
-
-
-
1
-
1
34
Intl Entity
1
-
-
1
-
-
-
-
-
1
-
-
-
-
1
-
1
-
-
-
5
Total
4
7
3
4
4
4
2
1
1
2
1
1
-
1
1
-
1
1
-
1
39
NZ Entity
1
4
2
-
6
1
-
1
-
-
-
-
1
-
-
1
-
-
1
-
18
Intl Entity
-
2
-
-
1
-
-
1
-
-
-
-
-
-
-
-
-
-
-
-
4
Total
1
6
2
-
7
1
-
2
-
-
-
-
1
-
-
1
-
-
1
-
22
plexure.com
PAGE 50
NZX Governance Report
For the year ended 31 March 2020
Recommendation 5.3 CEO remuneration
“An issuer should disclose the remuneration arrangements in place for the CEO in its annual report. This should
include disclosure of the base salary, short term incentives and long-term incentives and the performance criteria
used to determine performance based payments.”
In FY20, Craig had a base salary of $500,000 per annum. The base salary is reviewed annually with effect from 1
April each year. In addition to his base salary, he may also be paid an annual Short-Term Incentive (STI) payment
with an on-target value of 50 percent of his base salary. Payment of an STI is at the board’s discretion and is
assessed in the first quarter of each financial year, based on business performance in the previous financial year.
Craig is also entitled to share options. The size of the package of options is determined by the Remuneration
Committee. For further information on the CEOs salary see the additional NZX disclosures.
Principle 6: Risk management
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them.
The Board should regularly verify that the issuer has appropriate processes that identify and manage potential and
material risks.”
Recommendation 6.1 Risk management framework
“An issuer should have a risk management framework for its business and the issuer’s board should receive and
review regular reports. An issuer should report the material risks facing the business and how these are being
managed”.
Plexure’s risk management policy is published on its website. Plexure has a number of risk management policies, as
well as related internal compliance systems that are designed to:
(a) optimise the return to, and protect the interests of stakeholders;
(b) safeguard Plexure's assets and maintain its reputation;
(c) improve Plexure's operating performance; and
(d) fulfil Plexure's strategic objectives.
The risk management approach focuses on management of the following material business risks:
1. Operating risks;
2. Financial risks;
3. Organisational risks; and
4. Corporate risks.
The Board is ultimately responsible for overseeing the effectiveness of the risk management system, and the
adequacy of the internal compliance and controls, which it believes should be monitored and managed on a
continuing basis. Plexure has in place number of mechanisms and internal controls intended to identify and manage
areas of material business risk.
The Audit and Risk Committee (ARC) is responsible for oversight, monitoring, and reviews. The CEO is responsible
for promoting a culture of proactively managing risks and reporting to the ARC.
plexure.com
PAGE 51
NZX Governance Report
For the year ended 31 March 2020
Recommendation 6.2 Health and safety risks
“An issuer should disclose how it manages its health and safety risks and should report on their health and safety
risks, performance and management.”
Plexure has appointed an internal health and safety officer who receives appropriate training on an ongoing basis.
Plexure maintains a risk register and the Board receives an updated risk register and report on a monthly basis at
the Board meeting.
Due to the size and nature of Plexure’s business and associated health and safety risks we do not currently report
externally on Health & Safety.
Principle 7: Auditors
“The board should ensure the quality and independence of the external audit process.”
Recommendation 7.1 Establish a framework
“The board should establish a framework for the issuer’s relationship with its external auditors.”
Plexure’s External Auditor Independence Policy sets out the work that the external auditor is required to do and
specifies the services that the external auditor is not permitted to do. This ensures the ability of the auditor to carry
out their role is not impaired and could not be reasonably perceived to be impaired.
All non-audit work that the external auditor performs must be approved by the Chair of the ARC. The approval details
what work is to be performed and how auditor independence and objectivity are maintained. The policy requires that
the development of local and overseas practice for other related assurance services be continuously monitored so
that Plexure’s policies comply with best practice.
Deloitte has been the external auditor of Plexure for 7 years. The tenure and reappointment procedure of the external
auditor is detailed in the External Auditor Independence Policy.
Plexure is committed to having financial reports externally audited to ensure they meet international accounting
standards.
Recommendation 7.2 External auditor attend Annual Meeting
“The external auditor should attend the issuer’s Annual Meeting to answer questions from shareholders in relation
to the audit.”
In the past, Plexure’s external auditors have attended the Annual Shareholders’ Meeting (ASM), where they have
been available to answer shareholders’ questions about the audit. Plexure expects the auditor to attend the 2020
ASM.
Recommendation 7.3 Internal audit
“Internal audit functions should be disclosed.”
Plexure does not have an internal audit function.
plexure.com
PAGE 52
NZX Governance Report
For the year ended 31 March 2020
Principle 8: Shareholder rights and relations
“The board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.”
Recommendation 8.1 Website
“An issuer should have a website where investors and interested stakeholders can access financial and operational
information and key corporate governance information about the issuer.”
The investor section of Plexure’s website contains financial and operational information and key corporate
governance information.
Recommendation 8.2 Investor communications
“An issuer should allow investors the ability to easily communicate with the issuer, including providing the option to
receive communications from the issuer electronically.”
Plexure communicates with shareholders through multiple channels throughout the year: continuous market
disclosure, half-year and full-year reporting, investor roadshow meetings and an Annual Shareholders’ Meeting.
Plexure provides and advocates for the option for investors to receive communications electronically, to and from
both Plexure and its share register.
Shareholders can directly access our CEO and CFO who respond directly to shareholder phone calls and emails.
Recommendation 8.3 Shareholder right to vote
“Quoted equity security holders should have the right to vote on major decisions which may change the nature of
the issuer in which they are invested.”
Major decisions that may change the nature of Plexure’s business are presented as resolutions at the ASM and
voted on by shareholders.
Recommendation 8.4 Additional equity capital
“If seeking additional equity capital, issuers of quoted equity securities should offer further equity securities to existing
equity security holders of the same class on a pro rata basis, and on no less favorable terms, before further equity
securities are offered to other investors.”
Plexure’s shareholders receive offers to purchase of additional securities on the pro rata basis, in the event of
additional capital issue.
Recommendation 8.5 Notice of Annual Meeting
“The board should ensure that the notices of annual or special meetings of quoted equity security holders is posted
on the issuer’s website as soon as possible and at least 20 days prior to the meeting.”
Each year, the annual shareholders notice of meeting in posted in Plexure’s website and is sent to shareholders by
mail and email at least 20 days before the meeting.
plexure.com
PAGE 53
Additional NZX Disclosure
For the year ended 31 March 2020
NZX Additional Reporting
1. Substantial Product Holders
Pursuant to section 280 of the Financial Markets Conduct Act 2013, the following persons had given notice
as at the balance date of 31 March 2020 that they were substantial product holders in the Company:
Name
Forsyth Barr Custodians Limited
Atlas Bear LLC
Allectus Capital Limited
No. of Shares
17,509,671
13,795,311
10,583,095
% of Issued
Shares
12.51
9.86
7.56
2. Spread of Security Holders at 31 March 2020
1 – 999
1,000 – 4,999
5,000 – 9,999
10,000 – 99,999
100,000 – 499,999
500,000 – 999,999
1,000,000 and above
TOTAL
Shareholders
Shares
Number
134
775
402
759
98
14
21
2,203
%
6.08
35.18
18.25
34.45
4.45
0.64
0.95
100.00
Number
67,395
1,869,147
2,580,081
20,058,624
19,261,814
10,067,353
86,034,244
139,938,658
%
0.05
1.34
1.84
14.33
13.76
7.19
61.49
100.00
plexure.com
PAGE 54
Additional NZX Disclosure
For the year ended 31 March 2020
3. Twenty Largest Equity Security Holders
The names of the 20 largest holders of ordinary issued shares as at 31 March 2020 are listed below:
Top 20 Shareholders
Forsyth Barr Custodians Limited (Account 1 NRL)
Atlas Bear LLC
Allectus Capital Limited
JML Capital Limited
Citibank Nominees (New Zealand) Limited
Forsyth Barr Custodians Limited (Account 1 E)
Collins Asset Management Limited
Sharbo Ulc
Accident Compensation Corporation - NZCSD
Jarden Custodians Limited
Philip John Norman
HSBC Nominees (New Zealand) Limited - NZCSD
Public Trust Class 10 Nominees Limited
Jaobq Pty Limited
ASB Nominees Limited
Maarten Arnold Janssen
Lamb Equities Limited
Scott John Bradley
Minggang Chen
Simon John Raymer
4. Interests Register
No. of Issued
Ordinary
Shares
% Issued
17,509,671
13,795,311
10,583,095
6,196,341
3,960,530
3,908,102
3,838,692
3,681,095
3,651,721
3,600,000
3,194,405
1,660,496
1,575,000
1,257,143
1,236,000
1,153,491
1,119,358
1,113,793
1,000,000
1,000,000
85,034,244
12.51
9.86
7.56
4.43
2.83
2.79
2.74
2.63
2.61
2.57
2.28
1.19
1.13
0.90
0.88
0.82
0.80
0.80
0.71
0.71
60.75
There were no transactions between the Group and Directors during the year other than their remuneration
for Director services, and in Craig Herbison’s case for remuneration as CEO.
5. Directors’ Remuneration
Directors’ remuneration is as follows:
Phil Norman
Sharon Hunter
Brian Russell
Craig Herbison
Robert Bell (appointed 8 April 2019)
Jack Matthews (appointed 1 July 2019)
Scott Bradley (resigned 29 May 2018)
Tim Cook (resigned 8 August 2018)
Chairman fee
Consulting fee
Director fee
Director fee
Salary and Benefits
Director fee
Director fee
Director fee
Director fee
Director fee
2020
$
72,500
20,000
42,500
42,500
717,002
-
46,722
30,833
-
-
2019
$
50,000
-
35,000
35,000
457,145
-
-
-
5,832
12,435
plexure.com
PAGE 55
Additional NZX Disclosure
For the year ended 31 March 2020
6. Directors’ Equity Security Holdings
Details of director equity securities holdings as at 31 March 2020 are set out below:
Name of Director
Phil Norman
7. Share Dealing
Shares
Beneficially
3,194,405
Associated
Persons
9,362
There was no share dealing by the Directors during the year ended 31 March 2020.
8. Directors’ Loans
There were no loans from the Group to Directors.
9. Use of Company Information
The Board received no notices during the year from directors requesting to use the Group information
received in their capacity as directors which would not have been otherwise available to them.
10. Dividend
The Directors recommend that no dividend be paid in relation to ordinary shares on issue.
11. CEO’s salary
In FY20, Craig had a base salary of $500,000 per annum. The base salary is reviewed annually with effect
from 1 April each year.
In addition to his base salary, Craig may also be paid an annual Short-Term Incentive (STI) payment with an
on-target value of 50 percent of his base salary. Payment of an STI is at the board’s discretion and is assessed
in the first quarter of each financial year, based on business performance in the previous financial year.
Craig is also entitled to share options. The size of the package of options is determined by the Remuneration
Committee. As at 31 March 2020 Craig had 3,250,000 options granted to him.
12. Remuneration of Auditors
Audit of the financial statements
Tax compliance services
Ancillary assurance services
2020
$’000
69
35
27
131
2019
$’000
95
30
35
160
The auditor of the Group is Deloitte Limited for the year ended 31 March 2020.
plexure.com
PAGE 56
Additional NZX Disclosure
For the year ended 31 March 2020
13. Donations
The Group made no donations during the year ended 31 March 2020 (2019: Nil).
14. Directors Holding Office
The names of the Directors of the Group, who held office during and since the end of the year are:
Phil Norman
Sharon Hunter
Brian Russell
Craig Herbison
Robert Bell (appointed 8 April 2019)
Jack Matthews (appointed 1 July 2019)
plexure.com
PAGE 57
Directory
As at 31 March 2020
Company Number
244518
NZ Business Number
9429039937803
Directors
Registered Office
Postal Address
Share Registrar
Auditors
Bankers
Solicitors
Website
Phil Norman – Chairman
Sharon Hunter
Brian Russell
Craig Herbison
Robert Bell (appointed 8 April 2019)
Jack Matthews (appointed 1 July 2019)
Level 2, 1 Nelson Street,
Auckland
PO Box 90722
Victoria Street West
Auckland
Computershare Investor Services Limited
Private Bag 92119
Auckland
Phone: 09 488 8700
Fax: 09 488 8787
Deloitte Limited
Private Bag 115033
Shortland Street
Auckland
ASB Bank
PO Box 35
Shortland Street
Auckland
Bell Gully
PO Box 1291
Wellington
www.plexure.com
plexure.com
PAGE 58