RENT.COM.AU LIMITED
(formerly Select Exploration Limited)
ABN 25 062 063 692
Annual Report
For the transitional financial year
for the six months ended 30 June 2015
Annual Report for the 6 Months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Corporate Information
This financial report includes the financial statements and notes of Rent.com.au Limited (‘the Company’) (formerly
Select Exploration Ltd) and its controlled entities (‘the Group’). The Group’s functional presentation currency is
AUD ($).
A description of the Group’s operations and of its principal activities is included in the review of operations and
activities in the Directors’ report on pages 2 to 21. The Directors’ report is not part of the financial report.
Non‐Executive Chairman
Managing Director
Non‐Executive Director
Non‐ Executive Director
Non‐ Executive Director
Directors
Mr. Garry Garside
Mr. Mark Woschnak
Mr. John Wood
Mr. Sam McDonagh
Mr. Philip Warren
Joint Company Secretary
Mr. Johannes (Jan) Ferreira
Mr. Steven Wood
Registered Office
945 Wellington Street
WEST PERTH WA 6005
Share Registry
Automic Registry Services
Level 1, 7 Ventnor Ave
WEST PERTH WA 6005
Phone: 1300 288 664
Website
http://investors.rent.com.au/
Auditors
RSM Bird Cameron Partners
8 St Georges Terrace
Perth WA 6000
Bankers
Westpac Banking Corporation
Level 13, 109 St Georges Terrace
PERTH WA 6008
Commonwealth Bank of Australia
150 St Georges Terrace
PERTH WA 6000
Solicitors
GTP Legal
Level 1, 28 Ord Street
WEST PERTH WA 6005
Stock Exchange
Australian Securities Exchange Limited
Level 40, Central Park
152‐158 St George’s Terrace
PERTH WA 6000
ASX Code: RNT
[1]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report
The Board of Directors presents the following report on Rent.com.au Limited and its controlled entities (referred
to hereafter as “the Group”) for the six months ended 30 June 2015.
Directors
The names of the Directors in office during the financial period and until the date of this report are as follows. All
directors were in office for the entire period unless otherwise stated:
Name
Mr. Ian Macliver
Mr. Mark Titchener
Mr. Philip Warren
Mr. Garry Garside
Mr. Mark Woschnak
Mr. John Wood
Mr. Sam McDonagh
Principal Activities
Position
Non‐Executive Chairman
Non‐Executive Director
Non‐Executive Director
Non‐Executive Chairman
Managing Director
Non‐Executive Director
Non‐Executive Director
Date of Appointment
14 September 2010
14 September 2010
18 September 2014
15 June 2015
15 June 2015
15 June 2015
15 June 2015
Date of resignation
15 June 2015
15 June 2015
‐
‐
‐
‐
‐
The Group operates real estate websites focusing on the rental property market. The primary website operated
by the Group is www.rent.com.au.
Review of Operations
The Consolidated Statement of Profit or Loss and Other Comprehensive Income shows a net operating loss after
tax of $3,655,771 for the six months ended 30 June 2015 (year ended 31 December 2014: $1,647,509). The net
operating loss for the six months ended 30 June 2015 included the following expenses associated with its relisting
on the ASX:
Restructuring/relisting expense
Share based payments (advisor options)
Corporate advisory costs
$1,524,642
$893,971
$50,000
During the period the primary focus of the Group was on completing the acquisition of 100% of the share capital
of Rent.com.au (Operations) Pty Ltd (formerly Rent.com.au Pty Ltd). This transaction was completed on 15 June
2015 and the Company relisted on the ASX on 23 June 2015. The Company also successfully raised $5 million in
new capital and at 30 June 2015 had $4,453,304 in cash on hand and at bank after costs of the offer. The capital
was raised to fund a national marketing campaign.
Ahead of launching this national marketing campaign, the Group has already grown traffic to its primary website
to 1,237,352 unique visitors during the six months ended 30 June 2015, up 31% on the same six months in 2014.
Revenue during the six months ended 30 June 2015 at $171,197 (year ended 31 December 2014: $294,045)
reflected minimal marketing and branding activity which the national marketing campaign is intended to
commence.
Dividends
No dividend has been paid or recommended by the Directors since the commencement of the financial period.
Significant Changes in State Of Affairs
On 23 June 2015, following completion of a reverse take‐over of Select Exploration Limited, Rent.com.au listed
on the ASX and successfully raised $5 million in new capital to fund a national marketing campaign to commence
commercialisation of the www.rent.com.au platform. This transaction resulted in the appointment of four new
directors to the Board and required the Company to recomply with Chapters 1 and 2 of the ASX Listing Rules.
[2]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Events since the end of the Financial Year
No matters or circumstances have arisen since the end of the financial period which significantly affected or may
significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group
in subsequent financial years.
Likely Developments and Expected Results
With the completion of the ASX listing late in the financial period, the Company has made an excellent start to its
national marketing campaign and is trading in line with expectations. The campaign has three core objectives over
the next 12 months:
1)
2)
3)
Increasing the volume of renter traffic to 500,000 unique visitors per month;
Increasing levels of rental property listings from non‐agent landlords; and
Increasing content from, and sales to, property agents.
Financial Position
The net assets of the Group have increased from $476,798 at 31 December 2014 to $4,218,549 at 30 June 2015.
Information on Directors
Mr. Ian Macliver
– Director (Non‐Executive) appointed 14 September 2010, resigned 15
Age
Qualifications
Experience
Special responsibilities
Interest in shares & options:
Held in Rent.com.au Limited1
Directorships held in other listed
entities
June 2015.
55
B.Com, FCA, SF Fin, FAICD
–
– Mr. Macliver is Managing Director of Grange Consulting Group Pty
Ltd which provides specialist corporate advisory services to both
listed and unlisted companies. He has many years’ experience as a
Senior Executive and Director of both resource and industrial
companies, with particular responsibility for capital raising and other
corporate initiatives.
– Non‐executive Chairman
347,631 shares (indirect)
–
14,189 options ($11.67, 30 September 2015) (indirect)
– During the past three years Mr. Macliver’s directorships in other
listed entities are as follows:
Western Areas NL (Non‐executive director) 1 October 2011 to 21
November 2013,
Western Areas NL (Independent Non‐executive Chairman) 21
November 2013 to present,
JCurve Solutions Ltd (formerly Stratatel Ltd) (Non‐executive
chairman) July 2000 to 31 October 2013,
Otto Energy Ltd (Non‐executive director) January 2004 to
present.
Range Resources Limited (non‐executive director) 27 June 2014
to 13 August 2014
[3]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Information on Directors (cont’d)
Mr. Mark Titchener
Age
Qualifications
Experience
Special responsibilities
Interest in shares & options:
Held in Rent.com.au Limited1
Directorships held in other listed
entities
Mr. Philip Warren
Age
Qualifications
Experience
– Director (Non‐Executive) appointed 14 September 2010, resigned 15
June 2015.
57
– N/A
– Mark Titchener is a sophisticated investor specialising in investment
strategies for early stage resource projects. Over the past 10 years
he has participated in and advised on a significant number of listed
and unlisted corporate transactions including capital raisings, reverse
takeovers, restructures, seed investments and IPO’s. Mark sits on a
number of unlisted resource project boards as both a director and
significant shareholder.
– None. Mr. Titchener was previously Executive Director however
changed roles to Non‐Executive Director from 10 March 2014
onwards.
295,975 shares (indirect)
24,001 options ($11.67, 30 September 2015) (indirect)
–
– None
– Director (Non‐Executive), appointed 18 September 2014
–
–
41
B. Com, Chartered Accountant
– Mr. Warren is an executive director of Grange Consulting Group Pty
Ltd. He has over 18 years of experience in finance and corporate
roles in Australia and Europe. Mr. Warren has specialised in company
valuations, mergers and acquisitions, capital raisings, debt financing,
financial management, corporate governance and company
secretarial services for a number of public and private companies.
Special responsibilities
Interest in shares & options:
Held in Rent.com.au Limited
Directorships held in other listed
entities
– None.
–
94,432 shares
1,012,500 options ($ 0.30, 23 June 2020)
37,501 listed options ($12.00,30 December 2016)
1,148 options ($11.67, 30 September 2015)
– Non‐Executive Director of Cassini Resources Limited
[4]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Information on Directors (cont’d)
Mr. Garry Garside
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
58
– Chairman (Non‐Executive) appointed 15 June 2015
–
– MBBS CIH FAFOM MBA
– Mr. Garside has extensive corporate experience and has successfully
established and operated a variety of significant businesses across
both the health and corporate sectors. He currently manages an
emerging property development company and chairs a range of
unlisted investment syndicates and companies. Mr. Garside founded
Prime Health Group in 1988 before merging with Westpoint
Healthcare to form Endeavour Healthcare Limited in 2000 and
becoming its Managing Director, a position he held until 2002.
1,497,775 Ordinary shares (indirect)
391,890 Ordinary shares escrowed 24 months (indirect)
872,073 Performance shares escrowed 24 months (indirect)
950,000 Employee options escrowed 24 months
334,239 Performance rights escrowed 24 months
–
Directorships held in other listed
entities
– None
Mr. Mark Woschnak
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
– Managing Director appointed 15 June 2015
– 48
– BBus
– Mr. Woschnak is the founder and current Managing Director of
RENT. He has 25 years’ experience in real estate, digital publishing
and classifieds services. Mr. Woschnak developed RealWeb, a real
estate online service, launched with Telstra in 1997 and also
pioneered the range of Mobile Information Services used by
Vodafone, Macquarie and LINK.
Mr. Woschnak has a Bachelor of Business degree, has maintained a
real estate license for 20 years, and was a ten year Associate of the
Australian Property Institute.
– 881,296 Ordinary shares
5,573,447 Ordinary shares escrowed 24 months
2,978,838 Performance shares escrowed 24 months
28,000,000 Employee options escrowed 24 months (indirect)
9,851,223 Performance rights escrowed 24 months (indirect)
Directorships held in other listed
entities
– None
[5]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Information on Directors (cont’d)
Mr. John Wood
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
Directorships held in other listed
entities
Mr. Sam McDonagh
Age
Qualifications
Experience
Interest in shares & options
Held in Rent.com.au Limited
– Director (Non‐Executive) appointed 15 June 2015
– 49
– N/A
– Mr. Wood has extensive experience in retail, property, sales and
marketing, business management and tourism. He is current the
Managing Director of National Lifestyle Villages (NLV) a company he
founded in 1999. Mr. Wood as CEO of NLV grew the business to win
the prestigious Telstra WA Business of the Year award in 2007. He
was also awarded the Rothwell’s Young Entrepreneur Award and the
West Australian Young Achievers Award.
Prior to this Mr. Wood established and managed the growth of
Fleetwood Corporation’s manufactured homes division. He grew this
business to be a market leader throughout the 1990’s and was
appointed an executive member of the industry association for 15
years in varying capacities including President.
– 950,000 Employee options escrowed 24 months
334,239 Performance rights escrowed 24 months
– Managing Director of National Lifestyle Villages (NVL)
– Director (Non‐Executive) appointed 15 June 2015
– 44
– Chartered Accountant
– Mr. McDonagh has over 20 years’ experience in senior management
roles at companies including General Manager of eBay in Southeast
Asia and Chief Sales and Marketing Officer for iiNet Limited. Mr.
McDonagh co‐founded online DVD rental and media business
Quickflix in 2003 and is currently the Country Manager of Airbnb
Australia and New Zealand
– 308,306 Ordinary shares (indirect)
122,229 Ordinary shares escrowed 24 months
73,518 Performance shares escrowed 24 months (indirect)
56,409 Performance shares escrowed 24 months
1,600,000 Employee options escrowed 24 months
562,926 Performance rights escrowed 24 months
Directorships held in other listed
entities
– None
[6]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Information on Directors (cont’d)
Directors’ Meetings
The number of directors’ meetings held and the number of meetings attended by each of the directors of the
Company for the time the director held office during 6 Months to 30 June 2015:
Number of Meetings Eligible to
Attend
Number of Meetings Directors
Attended
Ian Macliver
Mark Titchener
Philip Warren
Garry Garside
Mark Woschnak
John Wood
Sam McDonagh
Company Secretary
1
1
1
1
1
1
1
1
1
1
1
1
1
1
Steven Wood was appointed as a company secretary effective 18 September 2014. Steven specialises in corporate
advisory, company secretarial and financial management services. Steven is a Chartered Accountant and has
previously been involved in various private and seed capital raisings as well as successful ASX listings, whilst also
providing company secretarial and financial management services to both ASX and unlisted public and private
companies.
Jan Ferreira has been appointed as joint company secretary from 15 June 2015. Jan has over 20 years’ experience,
having held senior finance roles in financial services and utilities after starting his career at Ernst & Young. He is a
CPA (Australia) and has a Certificate in Governance Practice from the Governance Institute of Australia. Mr.
Ferreira has previously been Chief Financial Officer and Company Secretary at ASX listed ThinkSmart Limited
where he was a key member of the team that created a patented online finance application system that doubled
ThinkSmart's sales volumes through development of its online transactional capability.
Performance Shares
The terms and conditions of the Performance shares have been previously outlined in the Company’s prospectus
dated 7 April 2015. Please refer to section 6.9 Capital Structure of the Prospectus dated 7 April 2015 for any
additional information that is not outlined in this report.
[7]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Information on Directors (cont’d)
Performance Shares (cont’d)
As at the date of this report, Performance Shares on issue are as follows:
Class Date Granted
17 June 2015
17 June 2015
A
B
Issue Price of Shares
Nil
Nil
C
17 June 2015
Nil
Expiry Date
31 January 2019
14 days after the release of the audited financial
reports for period ended 31 December 2018
14 days after the release of the audited financial
reports for period ended 31 December 2019
Number
8,160,771
8,160,771
8,160,771
The vesting conditions of the three classes of performance shares on issue as at 30 June 2015 are outlined below:
Class A – will convert on achievement of greater than 500,000 unique visitors to the website www.rent.com.au in
each of three (3) consecutive months on or before 31 December 2018.
Class B – will convert on achievement of greater than $10,000,000 in revenue by Rent in any 12 month period on
or before 31 December 2018.
Class C – will convert on achievement of greater than $3,000,000 EBITDA by Rent in any 12 month period on or
before 31 December 2019.
Performance Rights
As at the date of this report, Performance Rights on issue are as follows:
Tranche Date Granted
17 June 2015
1
Issue Price of Shares
Nil
2
3
4
5
6
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
Nil
Nil
Nil
Nil
Nil
Expiry Date
31 January 2019
14 days after the release of the audited
financial reports for the period ended 31
December 2018.
14 days after the release of the audited
financial reports for the period ended 31
December 2019.
31 January 2019.
14 days after the release of the audited
financial reports for the period ended 31
December 2018.
4 days after the release of the audited
financial reports for the period ended 31
December 2019.
Number
2,228,253
2,228,253
2,228,253
1,883,559
1,883,559
1,883,559
The vesting conditions of the six tranches of performance rights on issue as at 30 June 2015 are outlined below:
Tranche 1 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than 500,000 unique visitors to the website www.rent.com.au in each of 3 consecutive months, on or
before 31 December 2018.
Tranche 2 ‐ will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $10,000,000 in revenue by Rent in any 12 month period on or before 31 December 2018.
Tranche 3 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $3,000,000 EBITDA by Rent in any 12 month period on or before 31 December 2019.
[8]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Information on Directors (cont’d)
Performance Rights (cont’d)
Tranche 4 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than 500,000 unique visitors to the website www.rent.com.au in each of 3 consecutive months, on or
before 31 December 2018.
Tranche 5 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $10,000,000 in revenue by Rent in any 12 month period on or before 31 December 2018.
Tranche 6 – will vest upon continuous employment with the group until 31 December 2016; achievement of
greater than $3,000,000 EBITDA by Rent in any 12 month period on or before 31 December 2019.
Indemnification of officers
During the financial period, the Company entered into a policy to indemnify directors and officers against certain
liabilities incurred as a director or officer, including costs and expenses associated in successfully defending legal
proceedings. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the
premium. The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify
an officer or an auditor of the Company or of any related body corporate against a liability incurred as such an
officer or auditor.
Proceedings on behalf of the Group
No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings
on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose
of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under
section 237 of the Corporations Act 2001.
Non‐Audit Services
Details of the amounts paid or payable to the auditor for non‐audit services provided by the auditor are outlined
in note 6 to the financial statements.
The Board considers non‐audit services provided by the auditor in accordance with written advice provided by
resolution of the Board to satisfy themselves that the provision of those non‐audit services is compatible with,
and does not compromise, the auditor independence requirements of the Corporations Act 2001 for the following
reasons:
all non‐audit services are subject to the corporate governance procedures adopted by the Company and
review of the audit committee to ensure they do not impact the integrity and objectivity of the auditor; and
all non‐audit services provided do not undermine the general principles relating to auditor independence
as set out in APES 110 Code of Ethics for Professional Accountants, as they did not involve reviewing or
auditing the auditor’s own work, acting in a management or decision making capacity for the Company,
acting as an advocate for the Company or jointly sharing risks and rewards.
[9]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Shares under option
Unissued ordinary shares of Rent.com.au Limited under option as at 30 June 2015 are as follows:
Date Options Granted
Expiry Date
Issue Price of Shares
Number Under Option
1 November 2012
1 November 2012
1 February 2013
27 February 2013
27 February 2013
3 May 2013
17 June 2015
17 June 2015
17 June 2015
30 June 2016
30 September 2015
30 June 2016
30 June 2016
30 September 2015
30 June 2016
23 June 2020
17 June 2020
17 June 2020
$0.36
$0.35
$0.36
$0.36
$0.35
$0.36
$0.30
$0.25
$0.30
60,007
200,002
30,000
22,500
623,538
3,000
7,000,0001
19,000,0002
14,460,0003
1. Advisor options.
2. Employee options:
Tranche 1 – 10,000,000. Vest upon continuous employment with the group until 31 December 2016.
Tranche 2 – 4,500,000 Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 3 –4,500,000 Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.40 over 20 consecutive trading days.
3. Employee options:
Tranche 4 – 4,820,001. Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 5 – 4,820,001. Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.40 over 20 consecutive trading days.
Tranche 6 – 4,819,998. Vest upon continuous employment with the group until 31 December 2016 and the VWAP
of shares trading at greater than $0.60 over 20 consecutive trading days.
Total unissued ordinary shares under option as at the date of this report is 41,399,047.
Shares issued on the exercise of options
There were two (2) ordinary shares of Rent.com.au Limited issued during the six months ended 30 June 2015, and
up to the date of this report, on the exercise of options.
[10]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report
The remuneration report is set out under the following main headings:
A.
B.
C.
D.
E.
Principles used to determine the nature and amount of remuneration
Details of remuneration
Service agreements
Share‐based compensation
Additional information
A.
Principles used to determine the nature and amount of remuneration
Remuneration Governance
The Board has elected to establish a remuneration committee in accordance with its Corporate Governance
Policy.
The following items are considered and discussed as deemed necessary at the remuneration committee meetings:
make specific recommendations to the board on remuneration of directors and senior officers;
recommend the terms and conditions of employment for any Executive Directors;
undertake a review of any Executive Director’s performance, at least annually, including setting with the
Executive Director goals for the coming year and reviewing progress in achieving those goals;
consider and report on the recommendations and remuneration of any Executive Directors; and
develop and facilitate a process for Board and Director evaluation.
Non‐Executive Directors
Fees and payments to non‐executive directors reflect the demands which are made on, and the responsibilities
of, the directors. Non‐executive directors’ fees and payments are reviewed annually by the remuneration
committee.
Directors’ Fees
Non‐executive directors’ fees are determined within an aggregate directors’ fee pool limit, which is periodically
recommended for approval by shareholders. The maximum currently stands at $250,000 per annum and was
approved at a previous annual general meeting.
The following fees were paid since 1 January 2015:
Non‐executive directors1:
Managing director:
$65,626
$21,157
1Fee paid in total to Ian Macliver (resigned 15 June 2015), Mark Titchener (resigned 15 June 2015), Garry Garside, John Wood, Sam
McDonagh and Philip Warren.
[11]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
A.
Principles used to determine the nature and amount of remuneration (cont’d)
Additional fees
A director may also be paid fees or other amounts as the directors determine if a director performs special duties
or otherwise performs services outside the scope of the ordinary duties of a director. A director may also be
reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.
Retirement allowances for directors
Superannuation contributions required under the Australian Superannuation Guarantee Legislation continue to
be made and are deducted from the directors’ overall fee entitlements.
Executive pay
The executive pay and reward framework has the following components:
base pay and benefits, including superannuation;
car allowance;
short‐term incentives; and
long‐term incentives through participation in the Long Term Incentive Plan.
The combination of these comprises the executive’s total remuneration.
Base pay
The employment cost package which may be delivered as a combination of cash and prescribed non‐financial
benefits at the executives’ discretion.
Executives are offered a competitive base pay that comprises the fixed component of pay and rewards. Base pay
for executives is reviewed annually to ensure the executives’ pay is competitive with the market. An executive’s
pay is also reviewed every 12 months and may increase every 12 months.
Benefits
No benefits other than noted above are paid to directors or management except as incurred in normal operations
of the business.
Long term incentives
Long term incentives have been provided to directors and employees through the issue of performance shares,
employee options and performance rights during the 6 months to 30 June 2015.
At the annual general meeting of the Company, the Long Term Incentive Plan (‘LTIP’) was approved by
shareholders. The LTIP allows the Company to provide incentives which promote the long term performance,
growth and support of the Company.
[12]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
A.
Principles used to determine the nature and amount of remuneration (cont’d)
The LTIP provides for the issuance of:
(a)
(b)
Performance Rights which, upon a determination by the Board that the performance
conditions attached to the Performance Rights have been met, will result in the issue of one
ordinary Share in the Company for each Performance Right; and
Plan Options which, upon a determination by the Board that the vesting conditions attached
to the Plan Options have been met, will result in the Plan Options vesting and being able to
be exercised into Shares by payment of the exercise price.
To achieve its corporate objectives, the Company needs to attract and retain its key staff. The Board
believes that grants made to eligible participants under the Plan will provide a powerful tool to underpin
the Company's employment and engagement strategy, and that the implementation of the Plan will:
(a)
(b)
(c)
(d)
enable the Company to recruit, incentivise and retain Key Management Personnel and other
eligible Employees needed to achieve the Company's business objectives;
link the reward of key staff with the achievements of strategic goals and the long term
performance of the Company;
align the financial interest of participants of the Plan with those of Shareholders; and
provide incentives to participants of the Plan to focus on superior performance that creates
Shareholder value.
The key features of the Plan are as follows:
(a)
(b)
(c)
The Board will determine the number of Performance Rights and Plan Options (Plan
Securities) to be granted to Eligible Employees (or their Affiliates) and the vesting conditions,
expiry date of the Plan Securities and the exercise price of the Plan Options in its sole
discretion.
The Plan Securities are not transferable unless the Board determines otherwise or the
transfer is required by law and provided that the transfer complies with the Corporations
Act.
Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights
of a holder of Plan Securities, the Board will have the power to amend the Plan as it sees fit.
[13]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
B.
Details of remuneration
Amounts of remuneration
Details of the remuneration of the directors and the key management personnel (as defined in AASB 124 Related
Party Disclosures) of the Company are found below:
Director
Mr. Ian Macliver
Mr. Mark Titchener
Mr. Philip Warren
Mr. Garry Garside
Mr. Mark Woschnak
Mr. John Wood
Mr. Sam McDonagh
Appointed
14 September 2010
14 September 2010
18 September 2014
15 June 2015
15 June 2015
15 June 2015
15 June 2015
Resigned
15 June 2015
15 June 2015
‐
‐
‐
‐
‐
KMP
Mr. Jan Ferreira
Mr. David Berridge
Mr. Rupert Quekett
Appointed
28 April 20141
1 March 20071
14 July 20101
Resigned
‐
‐
‐
1. Became KMP of the Company upon completion of the reverse acquisition of Rent.com.au (Operations) Pty Ltd
on 15 June 2015.
Key Management personnel and other executives of the Company
Details of remuneration for the six months ended 30 June 2015
KMP
Base Fee
$
Superannuation
$
Performance
Rights
$
Options1
$
Total
$
Percentage
based on
performance
Ian Macliver
Mark Titchener
Philip Warren
Garry Garside
Mark Woschnak
John Wood
Sam McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
Total
20,000
20,000
20,000
2,292
21,157
1,667
1,667
15,577
9,363
9,742
121,465
‐
‐
‐
‐
2,010
‐
‐
1,480
889
926
5,305
‐
‐
‐
43
1,278
23
73
41
73
37
1,568
‐
‐
129,296
3,086
91,434
1,659
5,072
2,853
‐
2,536
235,936
20,000
20,000
149,296
5,421
115,879
3,349
6,812
19,951
10,325
13,241
364,274
0.00%
0.00%
0.00%
57.73%
80.01%
50.23%
75.53%
14.51%
0.71%
19.43%
29.71%
1. Options include both share based payments and advisor options.
[14]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
B.
Details of remuneration (cont’d)
Performance Rights granted as part of remuneration for the period ended 30 June 2015.
KMP
Grant Date
Number
Granted
Number
vested at year
end
Average fair value per
performance share at
grant date
Maximum
total of grant
yet to vest
Philip Warren
Garry Garside
Mark Woschnak
John Wood
Sam McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
Total
‐
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
‐
334,239
9,851,223
175,914
562,926
316,647
562,926
281,463
12,085,338
‐
‐
‐
‐
‐
‐
‐
‐
‐
$0.20
$0.20
$0.20
$0.20
$0.20
$0.20
$0.20
‐
334,239
9,851,223
175,914
562,926
316,647
562,926
281,463
12,085,338
Expiry
date
‐
Various
Various
Various
Various
Various
Various
Various
Options (share based payments and advisor options) granted as compensation to KMP for the period ended 30
June 2015.
KMP
Grant Date
Number
Granted
Number
vested at year
end
% of grant
vested
% of grant
forfeited
Percentage
compensation for
the year consisting of
shares
Philip Warren
Garry Garside
Mark Woschnak
John Wood
Sam McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
Total
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
17 June 2015
1,012,500
950,000
28,000,000
500,000
1,600,000
900,000
‐
800,000
33,762,500
1,012,5001
‐
‐
‐
‐
‐
‐
‐
1,012,500
100%
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
1. Subject to 24 month ASX escrow.
Details of remuneration for the 12 months ended 31 December 2014
87%
57%
79%
50%
74%
14%
0%
19%
65%
Director
Base Fee
$
Superannuation
$
Other
$
Share Based
Payment
$
Total
$
Percentage based on
performance
Ian Macliver
Mark Titchener
Cherie Leeden
Philip Warren
Total
40,000
45,000
30,000
11,444
126,444
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
40,000
45,000
30,000
11,444
126,444
‐
‐
‐
‐
‐
[15]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
C.
Service agreements
Remuneration and other terms of employment for the Managing Director and other Key Management Personnel
are formalised in employment contracts. Other major provisions of the agreements relating to remuneration are
set out below:
Mark Woschnak, Managing Director:
No set term of agreement, will continue in accordance with provisions in Executive Service Agreement.
Base salary, exclusive of superannuation, to be $300,000 per annum upon the Company’s re‐compliance
and re‐admission on ASX
$20,000 car allowance per annum
The number of performance rights and employee options under the Long Term Incentive Plan
A payment based on a percentage of the Base Salary on the achievement of key performance indicators
to be set by the Company, having regard to the financial position and performance of the Group, under a
short term incentive plan to be implemented by the Company following the completion of the acquisition
of Rent.com.au Pty Ltd.
Jan Ferreira, Chief Financial Officer and Joint Company Secretary
Mr. Ferreira’s Executive Services Agreement for the position of Chief Financial Officer and Company
Secretary has no fixed period and may be terminated by provision of six months prior written notice by
either party.
Upon the Company’s re‐compliance and re‐admission on ASX Mr. Ferreira received a base salary of
$225,000 per annum, plus statutory superannuation entitlements.
Mr. Ferreira will be eligible to participate in the Long Term Incentive Plan and was issued 900,000
Employee Options and 316,647 Performance Rights.
Mr. Ferreira will also be eligible to participate in the short term incentive scheme which RENT is proposing
to implement following completion of the Offers. The Board will determine a percentage of base salary
that may be payable to Mr. Ferreira on the achievement of key performance indicators to be set having
regard to the financial position and performance of the Group.
Rupert Quekett, Head of IT
Mr. Quekett’s Executive Services Agreement for the position of Head of IT has no fixed period and may
be terminated by provision of six months prior written notice by either party.
Upon the Company’s re‐compliance and re‐admission on ASX Mr. Quekett received a base salary of
$140,000 per annum, plus statutory superannuation entitlements.
Mr. Quekett will be eligible to participate in the Long Term Incentive Plan and was issued 800,000
Employee Options and 281,463 Performance Rights.
Mr. Quekett will also be eligible to participate in the short term incentive scheme which RENT is proposing
to implement following completion of the Offers. The Board will determine a percentage of base salary
that may be payable to Mr. Quekett on the achievement of key performance indicators to be set having
regard to the financial position and performance of the Group.
[16]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
C.
Service agreements (cont’d)
David Berridge, National Agent Services Manager
Mr. Berridge’s Executive Services Agreement for the position of National Agent Services Manager has no
fixed period and may be terminated by provision of three months prior written notice by either party.
Upon the Company’s re‐compliance and re‐admission on ASX Mr. Berridge received a base salary of
$132,000 per annum, plus statutory superannuation entitlements.
Mr. Berridge will be eligible to participate in the Long Term Incentive Plan and was issued 562,926
Performance Rights.
Mr. Berridge will also be eligible to participate in the short term incentive scheme which RENT is proposing
to implement following completion of the Offers. The Board will determine a percentage of base salary
that may be payable to Mr. Berridge on the achievement of key performance indicators to be set having
regard to the financial position and performance of the Group.
The non‐executive directors are subject to service agreements which cover relevant provisions including term,
fees, independence, re‐election and the role requirements.
D.
Share‐based compensation
Other than outlined above, Rent.com.au Limited paid no share‐based compensation during the period.
E.
Additional Information
Equity instruments held by Key Management Personnel
1. Options
The number of options over ordinary shares held by each KMP of the Company during the financial period is as
follows:
6 Months to
30 June 2015
Balance at
start of the
period
Granted
during the
period
Exercised
during the
period
Other
changes
during the
period
Balance at
30 June
2015
Vested
during the
period
Vested and
exercise‐
able
Vested and
unexercis‐
able
Ian Macliver1
Mark Titchener1
Philip Warren
Garry Garside
John Wood
Mark Woschnak
Sam McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
14,1892
24,0012
38,6492
‐
‐
‐
‐
‐
‐
‐
‐
‐
1,012,500
950,000
500,000
28,000,000
1,600,000
900,000
‐
800,000
Total
76,839
33,762,500
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
14,189
24,001
‐
‐
14,189
24,001
‐
‐
1,051,149
1,012,500
38,649
1,012,5003
950,000
500,000
28,000,000
1,600,000
900,000
‐
800,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
33,839,339
1,012,500
76,839
1,012,500
1. Mr. Macliver and Mr. Titchener resigned as directors on 15 June 2015.
2. Post 33.333 to 1 consolidation
3.
Subject to ASX escrow.
[17]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
E.
Additional Information (cont’d)
12 Months to 31
December 2014
Balance at
beginning of
year
Granted
during
the year
Exercised
during the
year
Ian Macliver
Mark Titchener
Cherie Leeden1
Philip Warren
472,920
800,000
57,121
‐
Total
1,330,041
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Other
changes
during the
year
‐
‐
(57,121)
472,920
800,000
‐
1,288,2342
1,288,234
1,231,113
2,561,154
Balance at
end of year
Vested
during
the year
Vested and
exercise‐
able
Vested and
unexercis‐
able
‐
‐
‐
‐
‐
472,920
800,000
‐
1,288,234
2,561,154
‐
‐
‐
‐
‐
1. Ms Leeden resigned during the period.
2. Mr. Warren held this balance upon his appointment as director.
2. Shareholdings
The number of ordinary shares in Rent.com.au Limited held by each KMP of the Company during the 6 months to
30 June 2015 is as follows:
6 Months to
30 June 2015
Balance at
beginning of the
period
Granted as
remuneration
during the
period
Issued on exercise
of options during
the period
Other changes during
the period
Balance at
30 June 2015
Ian Macliver1
Mark Titchener1
Philip Warren
Garry Garside
John Wood
Mark Woschnak
Sam McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
Total
347,6312
529,6752
44,4322
‐
‐
‐
‐
‐
‐
‐
921,738
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(347,631)
(529,675)
50,000
1,889,665
8,432,219
6,454,743
122,229
34,046
273,825
9,900
‐
‐
94,432
1,889,665
8,432,219
6,454,743
122,229
34,046
273,825
9,900
16,389,321
17,311,059
1. Mr. Macliver and Mr. Titchener resigned as directors on 15 June 2015.
2. Post 33.333 to 1 consolidation
31 December 2014
Balance at
beginning of year
Granted as
remuneration
during year
Issued on exercise
of options during
year
Other changes during
year
Balance at end of
year
Ian Macliver
Mark Titchener
Cherie Leeden
Philip Warren
Total
2,837,523
2,200,000
114,242
‐
5,151,765
‐
‐
‐
‐
‐
[18]
‐
‐
‐
‐
‐
8,750,000
13,955,610
(114,242)
1,481,000
24,072,368
11,587,523
16,155,610
‐
1,481,000
29,224,133
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
E.
Additional Information (cont’d)
3. Performance Rights
The number of performance rights in Rent.com.au Limited held by each KMP of the company during the 6 months
to 30 June 2015 is as follows:
6 Months to
30 June 2015
Balance at
start of
the period
Received as
Remuneration
Performance
Rights
Converted
Other
Movements
Balance at
30 June
2015
Vested and
Exercisable at
30 June 2015
Unvested at 30
June 2015
Philip Warren
Garry Garside
John Wood
Mark Woschnak
Sam McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
Total
‐
‐
‐
‐
‐
‐
‐
‐
‐
334,239
175,914
9,851,223
562,926
316,647
562,926
281,463
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
334,239
175,914
9,851,223
562,926
316,647
562,926
281,463
‐
‐
‐
‐
‐
‐
‐
‐
‐
334,239
175,914
9,851,223
562,926
316,647
562,926
281,463
‐
12,085,338
‐
‐ 12,085,338
‐
12,085,338
4. Performance Shares
Performance shares were issued as consideration to the vendors of Rent.com.au. The number of performance
shares in Rent.com.au Limited held by each KMP of the company during the 6 months to 30 June 2015 is as
follows:
6 Months to
30 June 2015
Balance at
start of the
period
Received as
Remuneration
Performance
Shares
Converted
Other
Movements
Balance at 30
June 2015
Vested and
Exercisable
at 30 June
2015
Unvested at
30 June 2015
Philip Warren
Garry Garside
John Wood
Mark Woschnak
Sam McDonagh
Jan Ferreira
David Berridge
Rupert Quekett
Total
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
872,073
872,073
7,758,137
7,758,137
2,978,838
2,978,838
56,409
13,615
56,409
13,615
126,369
126,369
‐
‐
11,805,441
11,805,441
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
872,073
7,758,137
2,978,838
56,409
13,615
126,369
‐
11,805,441
[19]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
E.
Additional Information (cont’d)
Other KMP Transactions
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. The following transactions occurred with related parties:
Transactions:
Company secretarial fee ‐ Grange Consulting[1]
Rental expense ‐ Prime Health Group Property Trust[2]
Interest expense ‐Prime Health Group Property Trust[2]
Other expenses [2]
Balances:
Amount due to Prime Health Group Property Trust[2]
Amount due to Sealcrest Pty Ltd[2]
30 June 2015
$
3,150
24,321
64,499
5,607
359,540
697
[1] Philip Warren is a director and shareholder.
[2] Garry Garside is a director of Sealcrest Pty Ltd atf Prime Health Group Property Trust.
There have been no other transactions involving equity instruments other than those described in the tables
above.
Voting and comments made at the Company’s 2014 Annual General Meeting
In accordance with Listing Rule 3.13.2, it is confirmed that the following resolutions put to the AGM of
Rent.com.au Limited shareholders, held on 20 May 2015, were carried unanimously on a show of hands:
Resolution 1:
Resolution 2:
Resolution 3:
Resolution 4:
Resolution 5:
Resolution 6:
Resolution 7:
Resolution 8:
Resolution 9:
Resolution 10:
Resolution 11:
Resolution 12:
Resolution 13:
Resolution 14:
Resolution 15:
Resolution 16:
Resolution 17:
Resolution 18:
Resolution 19:
Resolution 20:
Adoption of Remuneration Report
Re‐election of Mr. Ian Macliver as Director (resigned 15 June 2015)
Re‐election of Philip Warren as a Director
Change of Auditor
Change to scale and nature of activities
Approval of Acquisition of Rent.com.au Pty Ltd
Approval of Performance Shares
Authority to issue Capital Raising Shares
Approval of Share Consolidation
Change of Company Name
Appointment of Mr. Mark Woschnak as a Director
Appointment of Mr. Garry Garside as a Director
Appointment of Mr. Sam McDonagh as a Director
Appointment of Mr. John Wood as a Director
Authority for Mr. Ian Macliver to participate in the Capital Raising
Authority for Mr. Mark Titchener to participate in the Capital Raising
Authority for Mr. Philip Warren to participate in the Capital Raising
Authority to grant Advisor Options
Authority to grant Advisor Options to Related Parties
Adoption of Rent.com.au Long Term Incentive Plan
[20]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Report (continued)
Audited Remuneration report (cont’d)
E.
Additional Information (cont’d)
Resolution 21:
Resolution 22:
Resolution 23:
Resolution 24:
Approval of grant of Plan Securities to Mr. Mark Woschnak
Approval of grant of Plan Securities to Mr. Garry Garside
Approval of grant of Plan Securities to Mr. John Wood
Approval of grant of Plan Securities to Mr. Samuel McDonagh
This report of Directors, incorporating the Remuneration Report, is signed in accordance with a resolution of
Directors.
No remuneration consultants were used by the Group during the period, however the Group has structured the
executive remuneration framework that is market competitive and complimentary to the reward strategy of the
organisation.
[End of the Audited Remuneration Report]
Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001.
The lead auditor’s independence declaration is set out on the following page for the six months ended 30 June
2015.
This report is made in accordance with a resolution of the directors.
Mr. Garry Garside
Non‐executive Chairman
24 August 2015
[21]
RSM Bird Cameron Partners
8 St George’s Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 8 9261 9100 F +61 8 9261 9101
www.rsmi.com.au
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Rent.com.au Limited for the six month period ended 30 June
2015, I declare that, to the best of my knowledge and belief, there have been no contraventions of:
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii)
any applicable code of professional conduct in relation to the audit.
RSM BIRD CAMERON PARTNERS
Perth, WA
Dated: 24 August 2015
TUTU PHONG
Partner
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney, Melbourne,
Adelaide and Canberra
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
RSM Bird Cameron Partners
8 St George’s Terrace Perth WA 6000
GPO Box R1253 Perth WA 6844
T +61 8 9261 9100 F +61 8 9261 9101
www.rsmi.com.au
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
RENT.COM.AU LIMITED
Report on the Financial Report
We have audited the accompanying financial report of Rent.com.au Limited, which comprises the statement of
financial position as at 30 June 2015, and the statement of profit or loss and other comprehensive income,
statement of changes in equity and statement of cash flows for the 6 month period then ended, notes comprising
a summary of significant accounting policies and other explanatory information, and the directors' declaration of
the consolidated entity comprising the company and the entities it controlled at the period’s end or from time to
time during the period.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a true and fair
view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal
control as the directors determine is necessary to enable the preparation of the financial report that is free from
material misstatement, whether due to fraud or error. In Note 1(a), the directors also state, in accordance with
Accounting Standard AASB 101 Presentation of Financial Statements, that the financial statements comply with
International Financial Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in
accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant
ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable
assurance about whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial report. The procedures selected depend on the auditor's judgement, including the assessment of the
risks of material misstatement of the financial report, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the
financial report in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Liability limited by a
scheme approved
under Professional
Standards Legislation
Major Offices in:
Perth, Sydney, Melbourne,
Adelaide and Canberra
ABN 36 965 185 036
RSM Bird Cameron Partners is a member of the RSM network. Each member
of the RSM network is an independent accounting and advisory firm which
practises in its own right. The RSM network is not itself a separate legal entity
in any jurisdiction.
Independence
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001. We
confirm that the independence declaration required by the Corporations Act 2001, which has been given to the
directors of Rent.com.au Limited, would be in the same terms if given to the directors as at the time of this
auditor's report.
Opinion
In our opinion:
(a) the financial report of Rent.com.au Limited is in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2015 and of its
performance for the 6 month period ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial report also complies with International Financial Reporting Standards as disclosed in Note 1(a).
Report on the Remuneration Report
We have audited the Remuneration Report included within the directors’ report for the 6 month period ended 30
June 2015. The directors of the company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to
express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian
Auditing Standards.
Opinion
In our opinion, the Remuneration Report of Rent.com.au Limited for the 6 month period ended 30 June 2015
complies with section 300A of the Corporations Act 2001.
RSM BIRD CAMERON PARTNERS
Perth, WA
Dated: 24 August 2015
TUTU PHONG
Partner
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 30 June 2015
Note
2
10
23
3
4
Consolidated
6 Months to
30 June 2015
$
171,197
3,064
174,261
(188,624)
(120,790)
(132,120)
(461,251)
(66,841)
(1,524,642)
(1,007,983)
12 Months to
31 December
2014
$
294,045
160,244
454,289
(235,690)
(508,987)
(205,410)
(694,279)
(3,703)
‐
‐
(327,781)
(453,729)
(3,655,771)
(1,647,509)
‐
‐
(3,655,771)
(1,647,509)
‐
‐
(3,655,771)
(1,647,509)
Revenue
Other Income
Administration charges
Consulting and business development costs
Depreciation and amortisation
Employee benefits expense
Finance charges
Restructuring/relisting expense
Share based payment expense
Others
Loss before income tax
Income tax benefit/expense
Loss after Income Tax
Other comprehensive income
Total comprehensive (loss) attributable to owners of
Rent.com.au Limited
Earnings per share for loss from continuing operations
attributable to the ordinary equity holders of the company:
Basic and diluted (loss) per share (cents per share)
7
(6.62)
(3.75)
The above consolidated statement of profit or loss and other comprehensive income should be read in
conjunction with the accompanying notes.
[25]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Consolidated Statement of Financial Position
As at 30 June 2015
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
TOTAL CURRENT ASSETS
NON‐CURRENT ASSETS
Plant and equipment
Intangible assets
TOTAL NON‐CURRENT ASSETS
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Employee benefits
TOTAL CURRENT LIABILITIES
NON‐CURRENT LIABILITIES
Trade and other payables
TOTAL NON‐CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS
EQUITY
Issued capital
Reserve
Accumulated losses
TOTAL EQUITY
Consolidated
30 June 2015
$
31 December 2014
$
Note
8
9
15
16
12
17
12
13
11
18
4,453,304
156,967
4,610,271
15,685
549,587
565,272
488,231
152,593
640,824
14,075
478,391
492,466
5,175,543
1,133,290
345,427
256,606
602,033
354,961
354,961
519,833
136,659
656,492
‐
‐
956,994
656,492
4,218,549
476,798
16,773,963
1,007,983
(13,563,397)
4,218,549
10,384,424
‐
(9,907,626)
476,798
The above consolidated statement of financial position should be read in conjunction with the accompanying
notes.
[26]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Consolidated Statement of Changes in Equity
12 Months to 31 December 2014
Issued Capital
Note
$
Share based
payment
reserve
$
Accumulated
Losses
$
Total
$
Balance at 1 January 2014
Total loss for the year
Total comprehensive income/(loss) for the
year
Transaction with owners in their capacity as
owners:
Shares issued
Balance at 31 December 2014
For the six months ended 30 June 2015
Consolidated
Balance at 1 January 2015
Total loss for the year
Total comprehensive income/(loss) for the
year
Transaction with owners in their capacity as
owners:
Shares issued
Elimination of existing investment in
Rent.com.au (Operations) Pty Ltd
Issue of shares for acquisition of subsidiary
Share based payments
Shares issued
Share issue costs
Balance at 30 June 2015
9,564,444
‐
‐
‐
819,980
819,980
10,384,424
‐
‐
‐
‐
‐
Issued Capital
Note
$
Share based
payment
reserve
$
(8,260,117)
(1,647,509)
1,304,327
(1,647,509)
(1,647,509)
(1,647,509)
‐
‐
(9,907,626)
819,980
819,980
476,798
Accumulated
Losses
Total
$
(9,907,626)
(3,655,771)
$
476,798
(3,655,771)
(3,655,771)
(3,655,771)
‐
‐
‐
‐
‐
10,384,424
‐
‐
40,000
(250,000)
1,949,539
‐
5,000,000
(350,000)
6,389,539
16,773,963
‐
‐
40,000
(250,000)
1,949,539
1,007,983
5,000,000
(350,000)
7,397,522
4,218,549
‐
1,007,983
‐
‐
1,007,983
1,007,983
‐
‐
‐
‐
‐
(13,563,397)
The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.
[27]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Consolidated Statement of Cash Flows
For the six months ended 30 June 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Other income
Note
Consolidated
6 Months to
30 June 2015
$
12 Months to
31 December 2014
$
118,797
360,667
(973,692)
(1,754,756)
3,064
(66,841)
137,705
4,357
(3,703)
81,551
Net cash used in operating activities
22
(780,967)
(1,311,884)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for property, plant and equipment
Payments for development costs
Acquisition of subsidiary, net cash acquired
10
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of share capital
Share issue costs
Net cash provided by financing activities
(4,751)
(200,176)
260,967
56,040
(7,486)
(211,876)
‐
(219,362)
5,040,000
(350,000)
4,690,000
1,683,980
‐
1,683,980
Net increase in cash held
3,965,073
152,735
Cash and cash equivalents at beginning of financial period/ year
Cash and cash equivalents at end of financial period/year
488,231
4,453,304
335,496
488,231
The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
[28]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements
This financial report of Rent.com.au Limited (“company”) and its controlled entities (“ consolidated entity” or “the
Group”) for the period ended 30 June 2015 was authorised for issue in accordance with a resolution of the
Directors on 21 August 2015.
Rent.com.au Limited is a company limited by shares incorporated in Australia whose shares are publicly traded
on the Australian Securities Exchange.
1.
a)
Summary of Significant Accounting Policies
Basis of Preparation
The financial report is a general purpose financial report that has been prepared in accordance with
Australian Accounting Standards, Australian Accounting
Interpretations, other authoritative
pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. The Group
is a for profit entity for financial reporting purposes under Australian Accounting Standards.
The financial report has been prepared on an accrual basis and is based on historical costs, modified, where
applicable, by the measurement at fair value of selected non‐current assets, financial assets and financial
liabilities. Material accounting policies adopted in preparation of this financial report are presented below
and have been consistently applied unless otherwise stated.
Parent entity information
In accordance with the Corporations Act 2001, these financial statements present the results of the
consolidated entity only. Supplementary information about the parent entity is disclosed within these
financial statements.
Compliance statement
The financial report complies with Australian Accounting Standards as issued by the Australian Accounting
Standards Board and International Financial Reporting Standards as issued by the International Accounting
Standards Board.
The presentation currency is Australian dollars.
Reverse Acquisition accounting
On 15 June 2015, Rent.com.au Limited (formerly Select Exploration Limited), the legal parent and legal
acquirer, completed the acquisition of Rent.com.au (Operations) Pty Ltd (previously Rent.com.au Pty Ltd)
(“Rent.com.au Subsidiary”). The acquisition did not meet the definition of a business combination in
accordance with AASB 3 Business Combinations. Instead the acquisition has been treated as a group
recapitalisation, using the principles of reverse acquisition accounting in AASB 3 Business Combinations
given the substance of the transaction is that Rent.com.au Subsidiary has effectively been recapitalised.
Accordingly, the consolidated financial statements have been prepared as if Rent.com.au Subsidiary has
acquired Rent.com.au Limited, not vice versa as represented by the legal position. The recapitalisation is
measured at the fair value of the equity instruments that would have been given by Rent.com.au Subsidiary
to have exactly the same percentage holding in the new structure at the date of the transaction.
The impact of the group restructure on each of the primary statements is as follows:
Statement of Profit or Loss and Other Comprehensive Income
The 30 June 2015 consolidated statements comprise 6 months of Rent.com.au Subsidiary and 15
days of Rent.com.au Limited.
The 31 December 2014 comparative statements comprise 12 months of Rent.com.au Subsidiary.
[29]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
a) Basis of Preparation (continued)
Statement of Financial Position
The consolidated statement of financial position as at 30 June 2015 represents both Rent.com.au
Limited and Rent.com.au Subsidiary.
The comparative statement of financial position at 31 December 2014 represents Rent.com.au
Subsidiary.
Statement of Changes in Equity
The 30 June 2015 consolidated changes in equity comprises Rent.com.au Subsidiary’s equity
balance at 1 January 2015, its loss for the period and transactions with equity holders for the 6
months. It also comprises Rent.com.au Limited’s transactions with equity holders in the past 15
days from the acquisition date and the equity balances of Rent.com.au Limited and Rent.com.au
Subsidiary as at 30 June 2015.
The 31 December 2014 statement of changes in equity comprises 12 months of Rent.com.au
Subsidiary.
New, revised or amending Accounting Standards and Interpretations adopted
The Group has adopted all of the new, revised or amending Accounting Standards and Interpretations
issued by the Australian Accounting Standards Board that are mandatory for the current reporting period.
The adoption of these Accounting Standards and Interpretations did not have any significant impact on the
financial performance or position of the Group.
Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have
not been early adopted.
b)
Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by
Rent.com.au Limited at the end of the reporting period. A controlled entity is any entity over which
Rent.com.au Limited has control. The Group controls an entity when the group is exposed to, or has rights
to, variable returns from involvement with the entity and has the ability to affect those returns through its
power to direct the activities of the entity.
Where controlled entities have entered or left the Group during the year, the financial performance of
those entities are included only for the period of the year that they were controlled.
In preparing the consolidated financial statements, all inter‐group balances and transactions between
entities in the consolidated group have been eliminated on consolidation. Accounting policies of
subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent
entity.
[30]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
c)
Income Tax
The income tax expense/ (revenue) for the year comprises current income tax expense/ (income) and
deferred tax expense/ (income).
Current income tax expense charged to the profit or loss is the tax payable on taxable income calculated
using applicable income tax rates enacted, or substantially enacted, as at the end of the reporting period.
Current tax liabilities/ (assets) are therefore measured at the amounts expected to be paid to/ (recovered
from) the relevant taxation authority.
Deferred income tax expense reflects movements in deferred tax asset and deferred tax liability balances
during the year as well unused tax losses.
Current and deferred income tax expense/ (income) is charged or credited directly to equity instead of the
profit or loss when the tax relates to items that are credited or charged directly to equity.
Deferred tax assets and liabilities are ascertained based on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets
also result where amounts have been fully expensed but future tax deductions are available. No deferred
income tax will be recognised from the initial recognition of an asset or liability, excluding a business
combination, where there is no effect on accounting or taxable profit or loss.
Deferred tax assets and liabilities are calculated at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates enacted or substantively enacted at
the end of the reporting period. Their measurement also reflects the manner in which management
expects to recover or settle the carrying amount of the related asset or liability.
Deferred tax assets relating to temporary differences and unused tax losses are recognised only to the
extent that it is probable that future taxable profit will be available against which the benefits of the
deferred tax asset can be utilised.
Current tax assets and liabilities are offset where a legally enforceable right of set‐off exists and it is
intended that net settlement or simultaneous realisation and settlement of the respective asset and liability
will occur. Deferred tax assets and liabilities are offset where a legally enforceable right of set‐off exists,
the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either
the same taxable entity or different taxable entities where it is intended that net settlement or
simultaneous realisation and settlement of the respective asset and liability will occur in future periods in
which significant amounts of deferred tax assets or liabilities are expected to be recovered or settled.
d)
Leases
Lease payments for operating leases where substantially all of the risks and benefits are charged as
expenses remain with the lessor, in the periods in which they are incurred.
[31]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
e)
Financial Instruments
Recognition and initial measurement
Financial assets and financial liabilities are recognised when the entity becomes a party to the contractual
provisions to the instrument. For financial assets, this is equivalent to the date that the Group commits
itself to either the purchase or sale of the asset (i.e. trade date accounting is adopted). Financial instruments
are initially measured at fair value plus transaction costs, except where the instrument is classified ‘at fair
value through profit or loss’, in which case transaction costs are expensed to profit or loss immediately.
Classification and subsequent measurement
Financial instruments are subsequently measured at either of fair value, amortised cost using the effective
interest rate method, or cost. Fair value represents the amount for which an asset could be exchanged or
a liability settled, between knowledgeable, willing parties. Where available, quoted prices in an active
market are used to determine fair value. In other circumstances, valuation techniques are adopted.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is
classified in this category if acquired principally for the purpose of selling in the short term. Derivatives are
classified as held for trading unless they are designated as hedges. Assets in this category are classified as
current assets if they are expected to be settled within 12 months; otherwise they are classified as non‐
current. Gains or losses arising from changes in fair value of financial assets at fair value through profit or
loss are presented in statement of profit or loss within other income in the period in which they arise.
Loans and receivables
Loans and receivables are non‐derivative financial assets with fixed or determinable payments that are not
quoted in an active market and are subsequently measured at amortised cost.
Loans and receivables are included in current assets, except for those which are not expected to mature
within 12 months after the end of the reporting period. (All other loans and receivables are classified as
non‐current assets.)
Fair value
Fair value is determined based on current bid prices for all quoted investments. Valuation techniques are
applied to determine the fair value for all unlisted securities, including recent arm’s length transactions,
reference to similar instruments and option pricing models.
Impairment
At the end of each reporting period, the Group assesses whether there is objective evidence that a financial
instrument has been impaired.
[32]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
f)
Summary of Significant Accounting Policies (cont’d)
Impairment of Assets
At each reporting date, or more frequently if events or changes in circumstances indicate that they might
be impaired, the Group assesses whether there is any indication that an asset may be impaired. The
assessment will include the consideration of external and internal sources of information including
dividends received from subsidiaries, associates or jointly controlled entities deemed to be out of pre‐
acquisition profits. If such an indication exists, an impairment test is carried out on the asset by comparing
the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in
use, to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is
expensed to the statement of profit or loss and other comprehensive income.
Non‐financial assets other than goodwill that suffered any impairment are reviewed for possible reversal
of impairment at the end of each reporting period.
g)
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short‐term highly
liquid investments with original maturities of 3 months or less, and bank overdrafts. Bank overdrafts are
shown within short‐term borrowings in current liabilities on the statement of financial position.
h)
Revenue Recognition
Revenue is recognised when it is probable that the economic benefit will flow to the Group and the revenue
can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable.
Subscription services
Subscription revenues are recognised on a straight‐line basis over the contract period.
Listing fees
Listing fees are recognised when the customer places an advertisement leading to an enforceable claim by
the Group.
Products and services revenue
Products and services revenue is recognised at the point of sale. Amounts disclosed are net of returns and
discounts.
Advertising revenue
Revenues from site display advertising are recognised when the advertisements are displayed. Where the
Group has utilised the services of an external sales agency to sell advertising services on behalf of the Group,
the revenues are recorded net of the sales commissions paid to the sales agency. Revenues from database
advertising are recognised when the obligations under the relevant contract are fulfilled.
Interest
Interest revenue is recognised as interest accrues using the effective interest method. This is a method of
calculating the amortised cost of a financial asset and allocating the interest income over the relevant
period using the effective interest rate, which is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Other revenue
Other revenue is recognised when it is received or when the right to receive payment is established.
All revenue is stated net of the amount of goods and services tax (GST).
[33]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
i)
Trade and Other Payables
Trade and other payables represent the liability outstanding at the end of the reporting period for goods
and services received by the Group during the reporting period which remains unpaid. The balance is
recognised as a current liability with the amount being normally paid within 30 days of recognition of the
liability.
j)
Trade and Other Receivables
Trade receivables are recognised and carried at original invoice amount less a provision for any uncollectible
debts. An estimate for doubtful debts is made when collection of the full amount is no longer probable.
Bad debts are written off as incurred.
Receivables from related parties are recognised and carried at the normal amount due. Interest is taken up
as income on an accrual basis.
k)
Goods and Services Tax (GST)
Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST
incurred is not recoverable from the Tax Office. In these circumstances the GST is recognised as part of the
cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the
statement of financial position are shown inclusive of GST.
Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of
investing and financing activities, which are disclosed as operating cash flows.
l)
Comparative Figures
The comparative financial information presented as of and for the twelve months ended 31 December 2014
is for Rent.com.au (Operations) Pty Ltd.
Where required by accounting standards comparative figures have been adjusted to conform to changes
in presentation for the current financial year.
m)
Contributed Equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
n)
Earnings Per Share
Basic earnings per share is calculated by dividing:
The profit attributable to owners of the company, excluding any costs of servicing equity other than
ordinary shares
By the weighted average number of ordinary shares outstanding during the financial year, adjusted for
bonus elements in ordinary shares issued during the year and excluding treasury shares.
[34]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
o)
Foreign Currency Translation
The Group’s functional presentation currency is AUD ($).The Group is not exposed to foreign exchange risk
as a result of not having any expenditure requirements in its operations. Non‐monetary items that are
measured at fair value in a foreign currency would be translated using the exchange rates at the date when
the fair value was determined.
Translation differences on assets and liabilities carried at fair value would be reported as part of the fair
value gain or loss. For example, translation differences on non‐monetary assets and liabilities such as
equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain
or loss and translation differences on non‐monetary assets such as equities whose changes in the fair value
are presented in other comprehensive income are included in the related reserve in equity.
p)
Employee Benefits
(i) Wages and salaries, annual leave and sick leave
Liabilities for wages and salaries, including non‐monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the reporting date are recognised in other payables in
respect of employees’ services up to the reporting date and are measured at the amounts expected to be
paid when the liabilities are settled.
(ii)
Long service leave
The liability for long service leave is recognised in the provision for employee benefits and measured as the
present value of expected future payments to be made in respect of services provided by employees up to
the reporting date using the projected unit credit method. Consideration is given to expected future wage
and salary levels, experience of employee departures and periods of service. Expected future payments are
discounted using market yields at the reporting date on national government bonds with terms to maturity
and currency that match, as closely as possible, the estimated future cash outflows.
The obligations are presented as current liabilities in the statement of financial position if the entity does
not have an unconditional right to defer settlement for at least twelve months after the reporting date,
regardless of when the actual settlement is expected to occur.
(iii)
Share‐based payments
Share‐based compensation benefits are provided to employees via the Rent.com.au Limited Long Term
Incentive Plan.
The fair value of options granted under the Rent.com.au Limited Long Term Incentive Plan are recognised
as an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant
date and recognised over the period during which the employees become unconditionally entitled to the
options.
The fair value at grant date is independently determined using an option pricing model that takes into
account the exercise price, the term of the option, the impact of dilution, the share price at grant date and
expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate
for the term of the option.
The fair value of the options granted is adjusted to reflect market vesting conditions, but excludes the
impact of any non‐market vesting conditions (for example, profitability and sales growth targets).
[35]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
p)
Employee Benefits (continued)
Non‐market vesting conditions are included in assumptions about the number of options that are expected
to become exercisable. At each reporting date, the entity revises its estimate of the number of options
that are expected to become exercisable. The employee benefit expense recognised each period takes into
account the most recent estimate. The impact of the revision to original estimates, if any, is recognised in
the statement of profit or loss and other comprehensive income with a corresponding adjustment to equity.
q)
Provisions
Provisions for legal claims, service warranties and make good obligations are recognised when the Group
has a present legal or constructive obligation as a result of past events, it is probable that an outflow of
resources will be required to settle the obligation and the amount has been reliably estimated. Provisions
are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in
settlement is determined by considering the class of obligations as a whole. A provision is recognised even
of the likelihood of an outflow with respect to any one item included in the same class of obligations may
be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required
to settle the present obligation at the reporting date. The discount rate used to determine the present
value reflects current market assessments of the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is recognised as interest expense.
r)
Business Combination
The acquisition method of accounting is used to account for all business combinations. Consideration is
measured at the fair value of the assets transferred, liabilities incurred and equity interests issued by the
company on acquisition date. Consideration also includes the acquisition date fair values of any contingent
consideration arrangements, any pre‐existing equity interests in the acquiree and share‐based payment
awards of the acquiree that are required to be replaced in a business combination. The acquisition date is
the date on which the Group obtains control of the acquiree.
Where equity instruments are issued as part of the consideration, the value of the equity instruments is
their published market price at the acquisition date unless, in rare circumstances it can be demonstrated
that the published price at acquisition date is not fair value and that other evidence and valuation methods
provide a more reasonable measure of fair value.
Identifiable assets acquired and liabilities and contingent liabilities assumed in business combinations are,
with limited exceptions, initially measured at their fair values at acquisition date. Goodwill represents the
excess of the consideration transferred and the amount of the non‐controlling interest in the acquiree over
fair value of the identifiable net assets acquired. If the consideration and non‐controlling interest of the
acquiree is less than the fair value of the net identifiable assets acquired, the difference is recognised in
profit or loss as a bargain purchase price, but only after a reassessment of the identification and
measurement of the net assets acquired. For each business combination, the company measures non‐
controlling interests at either fair value or at the non‐controlling interest’s proportionate share of the
acquiree’s identifiable net assets. Acquisition‐related costs are expensed when incurred. Transaction costs
arising on the issue of equity instruments are recognised directly in equity.
[36]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
r)
Summary of Significant Accounting Policies (cont’d)
Business Combination (cont’d)
Where the company obtains control of a subsidiary that was previously accounted for as an equity
accounted investment in associate or jointly controlled entity, the company remeasures its previously held
equity interest in the acquiree at its acquisition date fair value and the resulting gain or loss is recognised
in profit or loss. Where the company obtains control of a subsidiary that was previously accounted for as
an available‐for‐sale investment, any balance on the available‐for‐sale reserve related to that investment
is recognised in profit or loss as if the company had disposed directly of the previously held interest.
Where settlement of any part of the cash consideration is deferred, the amounts payable in future are
discounted to present value at the date of exchange using the entity’s incremental borrowing rate as the
discount rate.
Assets and liabilities from business combinations involving entities or businesses under common control
are accounted for at the carrying amounts recognised in the controlling shareholder’s consolidated
financial statements.
When an asset acquisition does not constitute a business combination, the assets and liabilities are assigned
a carrying amount based on their relative fair values in an asset purchase transaction and no deferred tax
will arise in relation to the acquired assets and assumed liabilities as the initial recognition exemption for
deferred tax under AASB 112 applies. No goodwill will arise on the acquisition and transaction costs of the
acquisition will be included in the capitalised cost of the asset.
s) Non‐current assets (or disposal groups) held for sale and discontinued operations
Non‐current assets (or disposal groups) are classified as held for sale if their carrying amount will be
recovered principally through a sale transaction rather than through continuing use and a sale is considered
highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell,
except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and
investment property that are carried at fair value and contractual rights under insurance contracts, which
are specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent write‐down of the asset (or disposal group)
to fair value less costs to sell. A gain is recognised for any subsequent increases in fair value less costs to
sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously
recognised. A gain or loss not previously recognised by the date of the sale of the non‐current asset (or
disposal group) is recognised at the date of derecognition.
Non‐current assets (including those that are part of a disposal group) are not depreciated or amortised
while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a
disposal group classified as held for sale continue to be recognised.
Non‐current assets classified as held for sale and the assets of a disposal group classified as held for sale
are presented separately from the other assets in the statement of financial position. The liabilities of a
disposal group classified as held for sale are presented separately from other liabilities in the statement of
financial position.
A discontinued operation is a component of the entity that has been disposed of or is classified as held for
sale and that represents a separate major line of business or geographical area of operations, is part of a
single co‐ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary
acquired exclusively with a view to resale. The results of discontinued operations are presented separately
in the statement of profit or loss and other comprehensive income.
[37]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
t)
Critical accounting estimates and judgments
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and
expenses. Management bases its judgements, estimates and assumptions on historical experience and on
other various factors, including expectations of future events, management believes to be reasonable
under the circumstances. The resulting accounting judgements and estimates will seldom equal the related
actual results. The judgements, estimates and assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next
financial year are discussed below.
Share‐based payment transactions
The company measures the cost of equity‐settled transactions with employees by reference to the fair
value of the equity instruments at the date at which they are granted. The fair value is determined by using
either the Binomial or Black‐Scholes model taking into account the terms and conditions upon which the
instruments were granted. The accounting estimates and assumptions relating to equity‐settled share‐
based payments would have no impact on the carrying amounts of assets and liabilities within the next
annual reporting period but may impact profit or loss and equity.
u)
Plant and equipment
Plant and equipment is stated at historical cost less accumulated depreciation and impairment. Historical
cost includes expenditure that is directly attributable to the acquisition of the items.
Depreciation is calculated on a straight‐line basis to write off the net cost of each item of plant and
equipment over their expected useful lives as follows:
Computer equipment
Furniture and Fittings
2‐4 years
4 years
The residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at
each reporting date.
Leasehold improvements are depreciated over the unexpired period of the lease or the estimated useful
life of the assets, whichever is shorter.
An item of plant and equipment is derecognised upon disposal or when there is no future economic
benefit to the Group. Gains and losses between the carrying amount and the disposal proceeds are taken
to profit or loss.
[38]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
v)
Intangible assets
IT development and software
Costs incurred in developing products or systems and costs incurred in acquiring software and licenses
that will contribute to future period financial benefits through revenue generation and/or cost reduction
are capitalised to software and systems.
These intangible assets have finite lives and are subject to amortisation on a straight line basis. The
useful lives for these assets are as follows:
4 years
Software
Research and development
Research expenditure is recognised as an expense as incurred. Costs incurred on development projects
(relating to the design and testing of new or improved services) are recognised as intangible assets when
it is probable that the project will, after considering its commercial and technical feasibility, be
completed and generate future economic benefits and its costs can be measured reliably. The
expenditure capitalised comprises all directly attributable costs, including costs of materials, services,
direct labour and an appropriate proportion of overheads. Other development expenditures that do not
meet these criteria are recognised as an expense as incurred. Development costs previously recognised
as an expense are not recognised as an asset in a subsequent period. Capitalised development costs are
recorded as intangible asset and amortised from the point of which the asset is ready for use on a
straight line basis over its useful life of 4 years.
w)
Segment Reporting
Operating segments are presented using the ‘management approach’, where the information presented
is on the same basis as the internal reports provided to the Chief Operating Decision Makers (‘CODM’).
The CODM is responsible for the allocation of resources to operating segments and assessing their
performance.
The Group operates in one industry, being information technology, by way of an online rental real estate
portal.
x) New Accounting Standards and Interpretations not yet mandatory or early adopted
Australian Accounting Standards and Interpretations that have recently been issued or amended but are
not yet mandatory, have not been early adopted by the Group for the annual reporting period ended 30
June 2015. The Group’s assessment of the impact of these new or amended Accounting Standards and
Interpretations, most relevant to the Group, are set out below.
AASB 9 Financial Instruments
This standard is applicable to annual reporting periods beginning on or after 1 January 2018. The standard
replaces all previous versions of AASB 9 and completes the project to replace IAS 39 ‘Financial Instruments:
Recognition and Measurement’. AASB 9 introduces new classification and measurement models for
financial assets. A financial asset shall be measured at amortised cost, if it is held within a business model
whose objective is to hold assets in order to collect contractual cash flows, which arise on specified dates
and solely principal and interest. All other financial instrument assets are to be classified and measured at
fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to
present gains and losses on equity instruments (that are not held‐for‐trading) in other comprehensive
income (‘OCI’). For financial liabilities, the standard requires the portion of the change in fair value that
relates to the entity’s own credit risk to be presented in OCI (unless it would create an accounting
mismatch). New simpler hedge accounting requirements are intended to more closely align
[39]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
1.
Summary of Significant Accounting Policies (cont’d)
x) New Accounting Standards and Interpretations not yet mandatory or early adopted (continued)
the accounting treatment with the risk management activities of the entity. New impairment requirements
will use an ‘expected credit loss’ (‘ECL’) model to recognise an allowance. Impairment will be measured
under a 12‐month ECL method unless the credit risk on a financial instrument has increased significantly
since initial recognition in which case the lifetime ECL method is adopted. The standard introduces
additional new disclosures. The Group will adopt this standard from 1 July 2018 but the impact of its
adoption is yet to be assessed.
AASB 15 Revenue from Contracts with Customers
This standard is applicable to annual reporting periods beginning on or after 1 January 2017. The standard
provides a single standard for revenue recognition. The core principle of the standard is that an entity will
recognise revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
The standard will require: contracts (either written, verbal or implied) to be identified, together with the
separate performance obligations within the contract; determine the transaction price, adjusted for the
time value of money excluding credit risk; allocation of the transaction price to the separate performance
obligations on a basis of relative stand‐alone selling price of each distinct good or service, or estimation
approach if no distinct observable prices exist; and recognition of revenue when each performance
obligation is satisfied. Credit risk will be presented separately as an expense rather than adjusted to
revenue. For goods, the performance obligation would be satisfied when the customer obtains control of
the goods. For services, the performance obligation is satisfied when the service has been provided,
typically for promises to transfer services to customers. For performance obligations satisfied over time, an
entity would select an appropriate measure of progress to determine how much revenue should be
recognised as the performance obligation is satisfied. Contracts with customers will be presented in an
entity’s statement of financial position as a contract liability, a contract asset, or a receivable, depending
on the relationship between the entity’s performance and the customer’s payment. Sufficient quantitative
and qualitative disclosure is required to enable users to understand the contracts with customers; the
significant judgments made in applying the guidance to those contracts; and any assets recognised from
the costs to obtain or fulfil a contract with a customer. The Group will adopt this standard from 1 July 2017
but the impact of its adoption is yet to be assessed.
[40]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
2.
Revenue
Revenue
Agent fee
Private listings
Product and services
Advertising
Total Revenue
3.
Expenses
Information technology costs
Other cost of sales
Sales and marketing
Total
Consolidated
30 June 2015
$
31 December 2014
$
18,061
45,712
66,225
41,199
171,197
49,065
92,711
92,326
59,943
294,045
Consolidated
30 June 2015
$
31 December 2014
$
(61,446)
(27,140)
(239,195)
(327,781)
(99,119)
(54,798)
(299,812)
(453,729)
[41]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
4.
Income Tax
a)
b)
The components of tax expense comprise:
Current tax
Deferred tax
Total
The prima facie tax on loss from ordinary activities before
income tax is reconciled to the income tax as follows:
Prima facie tax payable on loss from ordinary activities
before income tax at 30% (31 December 2014: 30%)
Tax effect of:
Share based payments
Listing expenses
Tax losses not recognised
Total
The applicable weighted average effective tax rates are as
follows:
Consolidated
30 June 2015
$
31 December 2014
$
‐
‐
‐
‐
‐
‐
(1,096,731)
(494,252)
302,395
457,393
336,943
‐
‐
‐
494,252
‐
0%
0%
c)
Deferred tax assets at 30 June 2015 not brought to account
are:
Carried forward losses
3,082,663
2,659,035
The benefit for tax losses will only be obtained if:
the Group derives future assessable income of a nature and of an amount sufficient to enable the benefit
from the deductions for the losses to be realised; and
the losses are transferred to an eligible entity in the Group; and
the Group continues to comply with the conditions for deductibility imposed by tax legislation; and
no changes in tax legislation adversely affect the consolidated in realising the benefit from the deduction
for the losses.
[42]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
5.
Interests of Key Management Personnel (KMP)
Compensation of Key Management Personnel
Refer to the remuneration report contained in the directors’ report for details of the remuneration paid
or payable to each member of the Group’s key management personnel for the period ended 30 June 2015.
The aggregate compensation made to key management personnel of the economic and Parent Entity is set out
below:
Short‐term employee benefits
Post‐employment benefits
Share based payments
6.
Auditor’s Remuneration
Remuneration of the auditor of the entity:
Auditing or reviewing of the financial report
‒ RSM Bird Cameron Partners
Taxation and corporate services
‒ RSM Bird Cameron
Total
7.
Earnings per Share
Basic and diluted (loss) per share
a)
Reconciliation of earnings to profit or loss
Net (loss) for the period/year
(Loss) used in the calculation of basic EPS
Consolidated
30 June 2015
$
31 December 2014
$
121,465
5,305
237,504
364,274
126,444
‐
‐
126,444
Consolidated
30 June 2015
$
31 December 2014
$
32,500
6,880
39,380
9,166
5,040
14,206
Consolidated
30 June 2015
$
31 December 2014
$
(6.62)
(3.75)
(3,655,771)
(3,655,771)
(1,647,509)
(1,647,509)
b) Weighted average number of ordinary shares outstanding
during the year used in calculating basic EPS
55,191,865
43,982,787
Options have not been included in the calculation of dilutive EPS as the options are anti‐dilutive.
[43]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
8.
Cash and Cash Equivalents
Cash at bank and in hand
The effective interest rate on short‐term bank deposits was 1.87%
(31 December 2014: 2.04%).
Reconciliation of cash
Cash at the end of the financial year as shown in the statement of
cash flows is reconciled to items in the statement of financial
position as follows:
Cash and cash equivalents
Consolidated
30 June 2015
$
31 December 2014
$
4,453,304
488,231
4,453,304
488,231
Cash at bank and in hand earns interest at floating rates based on daily bank rates.
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of
cash and cash equivalents mentioned above.
9.
Trade and Other Receivables
Current
Trade debtors
GST receivable
Consolidated
30 June 2015
$
31 December 2014
$
58,802
98,165
156,967
143,380
9,213
152,593
As at 30 June 2015 there were no trade and other receivables past due or impaired.
Credit Risk – Trade and Other Receivables
The Group has no significant concentration of credit risk with respect to any single counter party other than
Australian Taxation Office. The class of assets described as trade and other receivables is considered to be the
main source of credit risk related to the Group.
All trade and other receivables are within initial trade terms and considered to be of high credit quality.
[44]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
10. Controlled Entities
All controlled entities are included in the consolidated financial statements. The parent entity does not guarantee
to pay the deficiency of its controlled entities in the event of a winding up of any controlled entity. The financial
year end of the controlled entity is the same as that of the parent entity, being 30 June.
Country of
Incorporation
Principal Activity
Percentage Owned (%)
2015
2014
Australia
Investment/Parent
Australia
Information Technology
100
Australia
Dormant
25
‐
25
Parent Entity
Rent.com.au Limited
Name of controlled entity
Rent.com.au (Operations) Pty Ltd
Interest in Associate:
Time Finance and Homeloans Pty Ltd
Acquisition of Controlled Entity
On 15 June 2015, Rent.com.au Limited (formerly Select Exploration Limited), the legal parent and legal acquirer,
completed the acquisition of Rent.com.au (Operations) Pty Ltd (formerly Rent.com.au Pty Ltd) (Rent.com.au
Subsidiary). The acquisition did not meet the definition of a business combination in accordance with AASB 3
Business Combinations. Instead the acquisition has been treated as a group recapitalisation, using the principles
of reverse acquisition accounting in AASB 3 Business Combinations given the substance of the transaction is that
Rent.com.au Subsidiary has effectively been recapitalised. Accordingly, the consolidated financial statements
have been prepared as if Rent.com.au Subsidiary had acquired Rent.com.au Limited, and not versa as represented
by the legal position. The recapitalisation is measured at the fair value of the equity instruments that would have
been given by Rent.com.au Subsidiary to have exactly the same percentage holding in the new structure at the
date of the transaction.
As the activities of Rent.com.au Limited would not constitute a business based on the requirements of AASB 3,
the transaction has been accounted for as a share based payment under AASB 2. The excess of the deemed
consideration over the fair value of Rent.com.au Limited, as calculated in accordance with the reverse acquisition
accounting principles and with AASB 2, is considered to be a payment for a group restructure and has been
expensed.
Rent.com.au Limited is the legal acquirer of Rent.com.au Subsidiary in this transaction and the consideration for
the acquisition was the issue by Rent.com.au Limited of:
53,049,895 fully paid ordinary shares in Rent.com.au Limited in accordance with reverse asset
acquisition accounting principles the consideration is deemed to have been incurred by Rent.com.au
Subsidiary in the form of equity instruments issued to Rent.com.au Limited shareholders. The
acquisition date fair value of this consideration has been determined with reference to the fair value of
the issued shares of Rent.com.au limited immediately prior to the acquisition and has been determined
to be $1,949,539; and
[45]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
10. Controlled Entities (cont’d)
24,482,313 Performance Shares, comprising 8,160,771 Class A Performance Shares, 8,160,771 Class B
Performance Shares and 8,160,771 Class C Performance Shares. The fair value of these performance
shares has been included as part of the consideration for the transaction in accordance with the relevant
accounting standard.
o
o
o
o
o
o
(Conversion on achievement of Milestone A) On achievement of greater than 500,000 unique
visitors to the website rent.com.au in each of 3 consecutive months on or before 31 December
2018 (Milestone A), each Class A Performance Share will convert on a one for one basis into a
Share.
(A Expiry) Milestone A must be achieved on or before 5.00 pm on 31 January 2019 (A Expiry
Date).
(Conversion on achievement of Milestone B) On achievement of greater than $10,000,000 in
revenue by Rent in any 12 month period on or before 31 December 2018 (Milestone B), each
Class B Performance Share will convert on a one for one basis into a Share.
(B Expiry) Milestone B must be achieved on or before 5.00 pm on the date which is 14 days after
the release of the audited financial reports for period ended 31 December 2018 (B Expiry Date)
(Conversion on achievement of Milestone C) On achievement of greater than $3,000,000 in
EBITDA by Rent in any 12 month period on or before 31 December 2019 (Milestone C), each Class
C Performance Share will convert on a one for one basis into a Share.
(C Expiry) Milestone C must be achieved on or before 5.00 pm on the date which is 14 days after
the release of the audited financial reports for period ended 31 December 2019 (C Expiry Date).
As Rent.com.au Limited is deemed to be the acquiree for accounting purposes, the carrying values of its assets
and liabilities are required to be recorded at fair value for the purposes of the acquisition. No adjustments were
required to the historical values to effect this change.
Consideration
53,049,895 fully paid ordinary vendor shares
24,482,313 Performance Shares*
Total value of consideration
Fair value of Rent.com.au Limited at acquisition:
Cash
Trade and other receivables
Financial asset
Trade and other payables
Fair value of net assets
Excess of consideration provided over the fair value of net assets at the date of
acquisition expensed, being group restructuring and relisting costs
1,949,539
‐
1,949,539
260,967
21,938
250,000
(108,008)
424,897
1,524,642
*Performance shares were issued as additional consideration, valued at nil, as the probability of performance
hurdles being met was assessed as less than probable on the date of acquisition.
[46]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
10. Controlled Entities (cont’d)
Investment in associate‐ Accounted for using the equity method
Investment in associate
Impairment
Movement:
Beginning of period
End of period
Consolidated
30 June 2015
$
200,000
(200,000)
‐
‐
‐
31 December 2014
$
200,000
(200,000)
‐
‐
‐
Summarised financial information for investment in associate is not disclosed as the entity is dormant during the
year.
11. Reserves
Share Based Payment Reserve
Share Based Payment Reserve
Consolidated
30 June 2015
$
31 December 2014
$
1,007,983
1,007,983
‐
‐
The option reserve recognises options, performance rights/shares issued as share based payments.
12. Trade and Other Payables
Current
Trade creditors
Other payables
Non current
Other payables*
Total
Consolidated
30 June 2015
$
31 December 2014
$
126,716
218,711
345,427
354,961
398,484
121,349
519,833
‐
700,388
519,833
Trade payables are non‐interest bearing and are normally settled on 60 day terms.
*An amount of $290,462 owing to Prime Health Group is included in trade creditors. Interest of 8.5%p.a. is
payable on this balance and as at 30 June 2015 there was $64,499 in interest outstanding on this balance. Prime
Health Group has undertaken not to call upon this debt until 1 July 2016.
[47]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
13.
Issued Capital
Ordinary shares fully paid
Consolidated
30 June 2015
$
16,773,963
16,773,963
31 December 2014
$
10,384,424
10,384,424
Movements in ordinary share capital
30 June 2015
No. of shares
$
31 December 2014
$
No. of shares
a)
Ordinary Shares
At the beginning of the reporting period
Add:
‐
Less:
‐
Elimination of Existing Rent.com.au
Subsidiary shares
Share Issued
Add:
‐
Existing Rent.com.au Limited shares
on acquisition1
Add shares issued during the period
‐
‐
‐
Seed issued
Capital raising
Issue of Rent.com.au Limited shares
on acquisition of Rent.com.au
Subsidiary
Transaction costs relating to share issues
At the end of the reporting period
1Securities shown on a post 33.333 to 1 consolidation.
67,592,266
10,384,424
48,473,624
7,499,444
296,296
40,000
(67,888,562)
(250,000)
9,749,279
‐
‐
‐
‐
‐
‐
‐
‐
25,000,000
‐
5,000,000
19,118,642
‐
2,884,980
‐
53,049,895
‐
87,799,174
1,949,539
(350,000)
16,773,963
‐
‐
67,592,266
‐
‐
10,384,424
The ordinary shares are ordinary shares and rank equally in all respects with all ordinary shares in the Company.
The rights attaching to the Shares arise from a combination of the Company’s Constitution, statute and general
law. Copies of the Company’s Constitution are available for inspection during business hours at its registered
office.
Shareholders are entitled to receive all notices, reports, accounts and other documents required to be furnished
to shareholders under the Company’s Constitution, the Corporations Act and the Listing Rules. Subject to any
rights or restrictions at the time being attached to any class or classes of shares, at a general meeting of the
Company on a show of hands, every ordinary Shareholder present in person, or by proxy, attorney or
representative (in the case of a company) has one vote and upon a poll, every Shareholder present in person, or
by proxy, attorney or representative (in the case of a company) has one vote for any share held by the
Shareholder.
[48]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
13.
Issued Capital (cont’d)
b) Options
The following are the options outstanding at reporting date:
Date
Details
1 Jan 2015
15 June 2015
17 June 2015
Balance at beginning
of year
Acquisition of
Rent.com.au Limited
Grant of Options3
Number
of $0.35
Listed
Options1
Number of
$0.36
Unlisted
Options2
Number
of $0.30
Advisor
Options
Number of
$0.25
Employee
Options
Number of
$0.30
Employee
Options
‐
‐
823,540
115,507
‐
‐
‐
‐
‐
‐
‐
823,540
‐ 7,000,000 19,000,000 14,460,000
115,507 7,000,000 19,000,000 14,460,000
1. ‘Listed options’ means listed options with an exercise price of $0.35 (post 33.333 to 1 consolidation) expiring 30 September
2015.
2. ‘Unlisted options’ means unlisted options with an exercise price of $0.36 (post 33.333 to 1 consolidation) expiring 30 June
2016.
3. The options were granted during the year as part of the consideration for the acquisition of rent.com.au Limited and also
advisor options associated with the acquisition.
b)
Capital Management
Management controls the capital of the Company in order to maintain a good debt to equity ratio, provide the
shareholders with adequate returns and ensure that the Company can fund its operations and continue as a going
concern.
14. Dividends Paid or Proposed
The directors do not recommend the payment of a dividend and no amount has been paid or declared by way of
a dividend to the date of this report.
15. Plant & equipment
Plant and equipment
Less: Accumulated depreciation
Balance at the end of the year
Movement:
Balance at the beginning of the year
Additions
Depreciation
Disposal
Balance at the end of the year
[49]
Consolidated
30 June 2015
$
69,694
(54,009)
15,685
14,075
4,751
(3,141)
‐
15,685
31 December 2014
$
64,943
(50,868)
14,075
13,435
7,486
(6,846)
‐
14,075
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
16.
Intangible assets
Software and development – at cost
Less: Accumulated amortisation
Movement:
Balance at the beginning of the year
Additions
Depreciation
Balance at the end of the year
17. Employee benefits
Consolidated
30 June 2015
$
31 December 2014
$
2,211,484
(1,661,897)
549,587
2,011,310
(1,532,919)
478,391
478,391
200,176
(128,980)
549,587
465,079
211,876
(198,564)
478,391
Consolidated
30 June 2015
$
31 December 2014
$
Employee benefits
256,606
136,659
Amounts not expected to be settled within the next 12 months
The current provision for employee benefits includes all unconditional entitlements where employees have
completed the required period of service and also those where employees are entitled to pro‐rata payments in
certain circumstances. The entire amount is presented as current, since the consolidated entity does not have
an unconditional right to defer settlement. However, based on past experience, the consolidated entity does
not expect all employees to take the full amount of accrued leave or require payment within the next 12 months.
The following amounts reflect leave that is not expected to be taken within the next 12 months:
Employee benefits obligation expected to be settled after 12
months
128,303
68,329
18. Equity – accumulated losses
Consolidated
30 June 2015
$
31 December 2014
$
Accumulated losses at the beginning of the financial year
(Loss) after income tax expense for the year
Accumulated losses at the end of the financial year
(9,907,626)
(3,655,771)
(13,563,397)
(8,260,117)
(1,647,509)
(9,907,626)
[50]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
19. Commitments
Corporate and software services commitments:
Future minimum service fees payable under non‐cancellable are as follows:
Within one year
After one year but not more than five years
Consolidated
30 June 2015
$
70,000
‐
70,000
31 December 2014
$
‐
‐
‐
Operating lease commitments
Future minimum rentals payable under non‐cancellable office leases are as follows:
Within one year
After one year but not more than five years
Consolidated
30 June 2015
$
183,227
526,433
709,660
31 December 2014
$
‐
‐
‐
The property lease is a non‐cancellable lease with a 2 years and 5 months term, with rent payable monthly in
advance. Contingent rental provisions within the lease agreement require the minimum lease payments shall be
increased by 4% per annum. An option exists to renew the lease at the end of the term for an additional term of
3 years.
20. Contingent Liabilities
There are no contingent liabilities (31 December 2014: nil).
21. Operating Segments
The Group only had one operating segments, which is the Group’s main strategic division. The strategic division
is based on geographic locations and industry, which is information technology in Australia.
[51]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
22. Cash Flow Information
a)
Reconciliation of Cash Flow from Operations with (Loss) after
Income Tax
(Loss) after income tax
‐ Share based payments
‐ Depreciation and amortisation expense
‐ Restructuring/ relisting cost
Changes in assets and liabilities
‐ trade and other receivables
‐ trade payables and accruals
‐ employee benefits
Cash flows used in operations
b) Non‐cash Financing and Investing Activities
Consolidated
30 June 2015
$
31 December
2014
$
(3,655,771)
1,007,983
132,120
1,524,642
17,564
72,547
119,947
(780,967)
(1,647,509)
‐
205,410
‐
(7,713)
137,928
‐
(1,311,884)
During the year 53,049,895 ordinary shares were issued at $0.20 as part of the consideration for the purchase of
the Rent.com.au Subsidiary.
23. Share Based Payments
The Company established the Rent.com.au Limited Long Term Incentive Plan (“LTIP”) as approved by shareholders
on 20 May 2015. All employees, directors and consultants are eligible to participate in the LTIP.
The LTIP provides for the issuance of:
(a)
(b)
Performance Rights which, upon a determination by the Board that the performance conditions
attached to the Performance Rights have been met, will result in the issue of one ordinary Share in
the Company for each Performance Right; and
Plan Options which, upon a determination by the Board that the vesting conditions attached to the
Plan Options have been met, will result in the Plan Options vesting and being able to be exercised
into Shares by payment of the exercise price.
To achieve its corporate objectives, the Company needs to attract and retain its key staff. The Board believes
that grants made to eligible participants under the Plan will provide a powerful tool to underpin the Company’s
employment and engagement strategy, and that the implementation of the Plan will:
(a)
(b)
(c)
(d)
enable the Company to recruit, incentive and retain Key Management Personnel and other eligible
Employees needed to achieve the Company’s business objectives;
link the reward of key staff with the achievements of strategic goals and the long term performance
of the Company;
align the financial interest of participants of the Plan with those of Shareholders; and
provide incentives to participants of the Plan to focus on superior performance that creates
Shareholder value.
[52]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
23. Share Based Payments (cont’d)
The key features of the Plan are as follows:
(a)
(b)
(c)
The Board will determine the number of Performance Rights and Plan Options (Plan Securities) to be
granted to Eligible Employees (or their Affiliates) and the vesting conditions, expiry date of the Plan
Securities and the exercise price of the Plan Options in its sole discretion.
The Plan Securities are not transferable unless the Board determines otherwise or the transfer is
required by law and provided that the transfer complies with the Corporations Act.
Subject to the Corporations Act and the Listing Rules and restrictions on reducing the rights of a
holder of Plan Securities, the Board will have the power to amend the Plan as it sees fit.
a)
Expenses arising from share‐based payment transactions
Total expenses arising from share‐based payment transactions recognised during the period were as
follows:
Performance Shares/rights issued to employees
Option issued under employee option plan
Advisor fee
b)
Options
30 June 2015
$
31 December 2014
$
5,118
108,894
893,971
1,007,983
‐
‐
‐
‐
All options granted to key employees, consultants and advisors of the Company are for ordinary shares in
Rent.com.au Limited which confer a right of one ordinary share for every option held.
Grant Date
Expiry Date
Exercise
Price
Balance at
start of year
Granted
during the
period
Exercised
during the
period
Consolidated
during the
period
Balance at
end of the
period
Number
Number
Number
Number
Number
Vested &
exercisabl
e at end
of the
period
Number
60,005
200,018
30,001
22,501
623,552
3,000
‐
‐
7,000,000
(1,939,995)
(6,466,649)
(969,999)
(727,499)
(20,153,695)
(97,000)
‐
‐
‐
60,005
200,018
30,001
22,501
623,552
3,000
19,000,000
14,460,000
7,000,000
(30,354,837)
41,401,092
7,941,092
2015
24 October 2012
24 October 2012
31 January 2013
26 February 2013
26 February 2013
3 May 2013
15 June 2015
15 June 2015
23 June 2015
30 Jun 2016
30 Sep 2015
30 Jun 2016
30 Jun 2016
30 Jun 2016
30 Jun 2016
17 Jun 2020
17 Jun 2020
22 June 2020
$0.36
$0.35
$0.36
$0.36
$0.35
$0.36
$0.25
$0.30
$0.30
2,000,000
6,666,667
1,000,000
750,000
20,777,217
100,000
‐
‐
‐
‐
‐
‐
‐
‐
19,000,000
14,460,000
7,000,000
31,295,899
40,460,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
[53]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
23. Share Based Payments (cont’d)
b) Options (cont’d)
The following table sets out the assumptions made in determining the fair value of the options granted
during the financial year:
Expected volatility (%)
Risk free interest rate (%)
Weighted average expected life of options
(years)
Expected dividends
Option exercise price (cents)
Share price at grant date (cents)
Fair value of option (cents)
Number of options
Expiry date
Vesting date
Options
Granted
Options
Granted
Options
Granted
23 June 2015
17 June 2015
17 June 2015
90
2.28
5
Nil
30
20
90
2.28
5
Nil
25
20
90
2.28
5
Nil
30
20
0.1277
7,000,000
22 June 2020
23 June 2015
0.134
19,000,000
16 June 2020
0.128 and 0.127
14,460,000
16 June 2020
16 June 2020 and 31
16 June 2020 and 31
December 2016*
December 2016**
*Employee options:
Tranche 1 – 10,000,000. Vest upon continuous employment with the group until 31 December 2016.
Tranche 2 – 4,500,000 Vest upon continuous employment with the group until 31 December 2016 and the VWAP of
shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 3 –4,500,000 Vest upon continuous employment with the group until 31 December 2016 and the VWAP of
shares trading at greater than $0.40 over 20 consecutive trading days.
**Employee options:
Tranche 4 – 4,820,001. Vest upon continuous employment with the group until 31 December 2016 and the VWAP of
shares trading at greater than $0.30 over 20 consecutive trading days.
Tranche 5 – 4,820,001. Vest upon continuous employment with the group until 31 December 2016 and the VWAP of
shares trading at greater than $0.40 over 20 consecutive trading days.
Tranche 6 – 4,819,998. Vest upon continuous employment with the group until 31 December 2016 and the VWAP of
shares trading at greater than $0.6 0 over 20 consecutive trading days.
The weighted average remaining contractual life of options outstanding at year‐end was 5 years. The
exercise price of outstanding shares at the end of the reporting period was $0.28.
Grant Date
Expiry Date
Exercise
Price
Balance at
start of
year
Granted
during the
period
Exercised
during the
period
Number
Number
Number
Forfeited
during
the
period
Number
Balance at
end of the
period
Number
Vested &
exercisable
at end of the
period
Number
2014
24 October 2012
31 January 2013
26 February 2013
3 May 2013
30 Jun 2016
30 Jun 2016
30 Jun 2016
30 Jun 2016
$0.36
$0.36
$0.36
$0.36
2,000,000
1,000,000
750,000
100,000
3,850,000
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
2,000,000
1,000,000
750,000
100,00
3,850,000
2,000,000
1,000,000
750,000
100,000
3,850,000
[54]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
23. Share Based Payments (cont’d)
c) Performance share/rights
Grant Date
Expiry Date
Exercise
Price
Balance at
start of
year
Granted
during the
period
Exercised
during the
period
Consolida
ted during
the
period
Balance at
end of the
period
Number
Number
Number
Number
Number
2015
15 June 2015*
15 June 2015**
15 June 2015***
15 June 2015*
15 June 2015**
15 June 2015***
31 December 2018
31 December 2018
31 December 2019
31 December 2018
31 December 2018
31 December 2019
Nil
Nil
nil
Nil
Nil
nil
‐
‐
‐
‐
‐
‐
‐
8,160,771
8,160,771
8,160,771
4,111,812
4,111,812
4,111,812
36,817,749
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
8,160,771
8,160,771
8,160,771
4,111,812
4,111,812
4,111,812
36,817,749
Vested &
exercisabl
e at end
of the
period
Number
‐
‐
‐
‐
‐
‐
‐
*Class A Performance Shares/rights – these performance shares will vest on the achievement of greater than
500,000 unique visitors to the website, Rent.com.au in each of 3 consecutive months on or before 31 December
2018.
*Class B Performance Shares/rights – these performance shares will vest on the achievement of greater than
$10,000,000 in revenue by the group in any 12 month period on or before 31 December 2018.
***Class C Performance Shares/rights – these performance shares will vest upon the achievement of greater than
$3,000,000 in EBITDA by the group in any 12 month period on or before 31 December 2019.
Type
Class A
Class B
Class C
Shares/rights (No.)
12,272,583
Underlying share price
$0.20
12,272,583
12,272,583
36,817,749
$0.20
$0.20
Probability %*
16%
2%
0%
Value ($)
392,722
49,090
‐
441,812
*The probability estimated by the management is over the expiry date of the performance shares/rights.
24. Events After The Reporting Period
No matters or circumstances have arisen since the end of the period which significantly affected or may
significantly affect the operations of the Group, the results of those operations or the state of affairs of the
Group in subsequent financial years.
[55]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
25. Related Party Transactions
Related Parties
a. The Group’s main related parties are as follows:
(i)
Entities exercising control over the Group:
The ultimate parent entity that exercises control over the Group is Rent.com.au Limited, which is
incorporated in Australia.
(ii)
Key management personnel:
Any person(s) having authority and responsibility for planning, directing and controlling the activities
of the entity, directly or indirectly, including any director (whether executive or otherwise) of that
entity, are considered key management personnel.
For details of disclosures relating to key management personnel, refer to Note 5.
(iii)
Entities subject to significant influence by the Group:
An entity that has the power to participate in the financial and operating policy decisions of an entity,
but does not have control over those policies, is an entity which holds significant influence. Significant
influence may be gained by share ownership, statute or agreement.
For the financial periods ended 30 June 2015 and 31 December 2014, there are no entities which are
subject to significant influence by the Group.
(iv) Other related parties:
Other related parties include entities controlled by the ultimate parent entity and entities over which
key management personnel have joint control.
Transactions between related parties are on normal commercial terms and conditions no more favourable than
those available to other parties unless otherwise stated. The following transactions occurred with related parties:
Transactions:
Company secretarial fee ‐ Grange Consulting[1]
Rental expense ‐ Prime Health Group Property Trust[2]
Interest expense ‐Prime Health Group Property Trust[2]
Other expenses[2]
Balances:
Amount due to Prime Health Group Property Trust[2]
Amount due to Sealcrest Pty Ltd[2]
30 June 2015
$
31 December
2014
$
3,150
24,321
64,499
5,607
‐
37,682
‐
8,469
359,540
697
280,802
12,973
[1] Philip Warren is a director and shareholder.
[2] Garry Garside is a director of Sealcrest Pty Ltd atf Prime Health Group Property Trust.
Time Finance and Homeloans Pty Ltd is a company owned 25% by the group and 75% by an entity controlled
by Mr. Mark Woschnak. Time Finance and Homeloans Pty Ltd is a licenced finance and mortgage broking
business that provides the group a ‘white label’ service through which renters are able to obtain information
about various finance products and submit enquiries to be contacted by brokers. The group receives a referral
fee of 30% of the commission payable to Time Finance (less specified fees). Time Finance and Homeloans Pty
Ltd were dormant during the financial periods.
[56]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
26. Financial Risk Management
The Group’s financial instruments consist mainly of deposits with banks and accounts payable.
The totals for each category of financial instruments, measured in accordance with AASB 139 as detailed in the
accounting policies to these financial statements, are as follows:
Financial Assets
Cash and cash equivalents
Trade and other receivables
Total Financial Assets
Financial Liabilities
Trade and other payables
Total Financial Liabilities
Financial Risk Management Policies
Note
Consolidated
30 June 2015
$
31 December 2014
$
8
9
12
4,453,304
156,967
4,610,271
700,388
700,388
488,231
152,593
640,824
519,833
519,833
The Board of Directors is responsible for monitoring and managing financial risk exposures of the Group. The
Board monitors the Group’s financial risk management policies and approves financial transactions. It also reviews
the effectiveness of internal controls relating to counterparty credit risk, financing risk and interest rate risk.
The Board’s overall risk management strategy seeks to assist the Group in meeting its financial targets, while
minimising potential adverse effects on financial performance. Its functions include the review of the credit risk
policies and future cash flow requirements.
Specific Financial Risk Exposures and Management
The main risks the Group is exposed to through its financial instruments are credit risk, liquidity risk and market
risk consisting of interest rate risk and foreign currency risk.
a)
Credit risk
Exposure to credit risk relating to financial assets arises from the potential non‐performance by counterparties of
contract obligations that could lead to a financial loss to the Group.
Credit risk is managed through the maintenance of procedures (such procedures include the utilisation of systems
for the approval, granting and renewal of credit limits, regular monitoring of exposures against such limits and
monitoring of the financial stability of significant customers and counterparties), ensuring to the extent possible,
that customers and counterparties to transactions are of sound credit worthiness. Such monitoring is used in
assessing receivables for impairment. Depending on the division within the Group, credit terms are generally 30
to 60 days from the invoice date.
Risk is also minimised through investing surplus funds in financial institutions that maintain a high credit rating.
[57]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
26. Financial Risk Management (cont’d)
Credit Risk Exposures
The maximum exposure to credit risk by class of recognised financial assets at reporting date is equivalent to the
carrying value and classification of those financial assets (net of any provisions) as presented in the statement of
financial position.
The Group has no significant concentration of credit risk with any single counterparty or group of counterparties,
except the Australian Taxation Office.
Trade and other receivables that are neither past due or impaired are considered to be of high credit quality.
Credit risk related to balances with banks and other financial institutions is managed by the board in accordance
with approved board policy. The following table provides information regarding the credit risk relating to cash
and money market securities based on Standard & Poor’s counterparty credit ratings.
Note
Consolidated
30 June 2015
$
31 December 2014
$
4,453,304
488,231
‐
‐
‐
‐
8
4,453,304
488,231
Cash and cash equivalents
‐ AA‐ Rated
‐ A+ Rated
Unrated
b)
Liquidity risk
Liquidity risk arises from the possibility that the Group might encounter difficulty in settling its debts or otherwise
meeting its obligations related to financial liabilities. The Group manages this risk through the following
mechanisms:
preparing forward looking cash flow analysis in relation to its operational, investing and financing activities;
obtaining funding from a variety of sources;
maintaining a reputable credit profile;
managing credit risk related to financial assets;
only investing surplus cash with major financial institutions; and
comparing the maturity profile of financial liabilities with the realisation profile of financial assets.
The tables below reflect an undiscounted contractual maturity analysis for financial liabilities.
Cash flows realised from financial assets reflect management’s expectation as to the timing of realisation. Actual
timing may therefore differ from that disclosed. The timing of cash flows presented in the table to settle financial
liabilities reflects the earliest contractual settlement dates and does not reflect management’s expectations that
banking facilities will be rolled forward.
[58]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
26. Financial Risk Management (cont’d)
Financial Liability and Financial Asset Maturity Analysis
Within 1 Year
Within 2 to 5 Year
Total
30 June
2015
31 December
2014
30 June
2015
31
December
2014
30 June
2015
31
December
2014
Weighted
average
effective
interest
rate
Consolidated/Company
%
$
$
$
$
$
$
Financial liabilities due for
payment
Trade and other payables
(excluding est. annual
leave)
Trade payables
Financial assets — cash
flows realisable
‐
345,427
229,371
64,499
8.50%
‐
290,462
290,462
Cash and cash equivalents
1.87%
4,453,304
488,231
Trade and other
receivables
c) Market Risk
‐
156,967
152,593
‐
‐
‐
‐
‐
‐
409,926
229,371
290,462
290,462
4,453,304
488,231
156,967
152,593
i.
Interest rate risk
Exposure to interest rate risk arises on financial assets and financial liabilities recognised at the end of the
reporting period whereby a future change in interest rates will affect future cash flows or the fair value of
fixed rate financial instruments. The Group is also exposed to earnings volatility on floating rate
instruments.
Sensitivity Analysis
The following table illustrates sensitivities to the Group’s exposures to changes in interest rates. The table
indicates the impact on how profit and equity values reported at reporting date would have been affected
by changes in the relevant risk variable that management considers to be reasonably possible. These
sensitivities assume that the movement in a particular variable is independent of other variables.
Net Surplus
Equity
30 June 2015
31 December
2014
30 June 2015
$
+ 36,557
‐ 36,557
$
+ 16,475
‐ 16,475
$
+ 42,185
‐ 42,185
31 December
2014
$
+ 4,768
‐ 4,768
+ 1% (100 basis points)
‐ 1% (100 basis points)
ii.
Price risk
The Group’s currently has no exposure to equity securities price risk arising from investments held by the
group and classified in the statement of financial position as fair value through profit or loss.
[59]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
26. Financial Risk Management (cont’d)
iii.
Foreign Currency Risk
Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the entity’s functional currency and net investments in foreign
operations.
The Group does not have any foreign currency exposure.
d)
Fair value measurement
Fair value estimation
The fair values of financial assets and financial liabilities are presented in the following table and can be
compared to their carrying values as presented in the statement of financial position. Fair values are those
amounts at which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties
in an arm’s length transaction.
The fair values disclosed in the above table have been determined based on the following methodologies:
i. Cash and cash equivalents, trade and other receivables and trade and other payables are short‐term instruments
in nature whose carrying value is equivalent to fair value. Trade and other payables exclude amounts provided for
annual leave, which is not considered a financial instrument.
ii. The fair value of financial assets and liabilities must be estimated for recognition and measurement
for disclosure purposes. The fair value of financial instruments traded in active markets is based on quoted market
prices at the reporting date and represent fair value. The fair value of current financial assets and liabilities settled
within 12 months approximate fair value due to their short‐term nature. The Company does not currently have
any financial assets and liabilities
[60]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Notes to the Consolidated Financial Statements (continued)
27. Parent Information
The following information has been extracted from the book and records of the parent and has been prepared in
accordance with the accounting standards.
Statement of profit and loss and other comprehensive income
(Loss) for the period / year
Total comprehensive loss
Statement of Financial Position
Assets
Current assets
Non‐current assets
Total assets
Liabilities
Current liabilities
Total liabilities
Equity
Issued capital
Share‐Based Payment Reserve
Accumulated losses
Total equity
30 June 2015
$
31 December 2014
$
4,214,128
4,214,128
3,523,097
3,523,097
184,055
4,218,549
4,402,604
782,718
250,000
1,032,718
(50,102)
(50,102)
(72,611)
(72,611)
54,778,201
4,394,820
(54,820,519)
4,352,502
48,395,189
3,160,864
(50,605,391)
960,107
Contingent Liabilities and Capital expenditure
There are no contingent liabilities for the parent entity for both financial periods ended 30 June 2015 and 31
December 2014.
The parent entity did not have capital expenditure commitments for the acquisition of property, plant and
equipment contracted but not provided for.
Guarantees
During the reporting period, Rent.com.au Limited had not entered into any guarantees in relation to the debts of
its subsidiaries.
[61]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Directors’ Declaration
In the Directors’ opinion:
(a)
the financial statements and notes are in accordance with the Corporations Act 2001, including:
(i)
(ii)
Giving a true and fair view of the Group’s financial position as at 30 June 2015 and of its
performance for the half‐year ended on that date; and
Comply with Australian Accounting Standards, which as stated in Note 1 to the financial
statements, constitutes compliance with International Financial Reporting Standards;
(b)
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable; and
This declaration has been made after receiving the declarations required to be made by the directors in
accordance with sections of 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the Board of Directors.
[62]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
Corporate Governance
Corporate Governance Statement
The Company’s corporate governance statement can be found at the following URL:
http://investors.rent.com.au/irm/content/governance.aspx
The Board of Directors (“the Board’) is responsible for the corporate governance of the Company. The Board
guides and monitors the business and affairs of the Company on behalf of the shareholders by whom they are
elected and to whom they are accountable.
This statement outlines the main Corporate Governance practices in place throughout the financial year, which
comply with the ASX Corporate Governance Council’s Corporate Governance Principles and Recommendations
with 2014 Amendments 3rd edition unless otherwise stated.
[63]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
ASX Additional Information
Additional information required by the ASX Limited Listing Rules not disclosed elsewhere in this Annual Report is
set out below.
1.
Holdings
The issued capital of the Company as at 20 October 2015 includes the following securities:
Equity Class
Fully paid ordinary shares
Unlisted Options ($12.00, 30 June 2016)
Unlisted Options ($0.30, 23 June 2020)
Performance Shares
Performance Rights
Employee Options
Number of holders
2,239
7
20
69
11
11
Total on issue
89,799,174
115,507
7,000,000
24,482,313
12,475,436
33,860,000
All issued fully paid ordinary shares carry one vote per share.
2.
Distribution of Ordinary Shares as at 20 October 2015
Range
1‐1,000
1,001‐5,000
5,001‐10,000
10,001‐100,000
100,001‐and over
Total
Holders
Units
%
1,588
136
100
283
132
2,239
122,913
377,032
847,613
13,632,843
72,818,773
87,799,174
0.14
0.43
0.97
15.53
82.94
100%
There were 1,655 holders of less than a marketable parcel of ordinary share, and 79 holders from overseas holding
14,652,722 shares.
[64]
Number
8,624,417
7,564,319
6,454,743
4,432,659
3,478,072
2,733,376
2,000,587
1,497,775
1,359,299
1,250,000
1,232,060
941,533
887,319
684,279
663,770
657,426
640,671
636,317
627,897
600,000
%
9.82
8.62
7.35
5.05
3.96
3.11
2.28
1.71
1.55
1.42
1.40
1.07
1.01
0.78
0.76
0.75
0.73
0.72
0.72
0.68
46,966,519
53.49%
40,832,655
46.51%
87,799,174
100.00%
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
ASX Additional Information (continued)
3.
Top 20 Largest Holders of Ordinary Shares as at 20 October 2015
WAINFORD HOLDINGS LIMITED
Name
RENT INVESTMENT PTY LTD
MARK WOSCHNAK
TEFIG PTY LTD
MR NASER KERIMI & MRS DEBORAH LYNN KERIMI
BT PORTFOLIO SERVICES LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
GARRY DESMOND & FRANCES GARSIDE
MS CATHERINE LOFTUS‐HILLS & MR STEPHEN BELL
CHARLES NIGHTINGALE & JENNIFER NIGHTINGALE
CHEZ CORPORATION PTY LTD
JULIAN PHILIP WARNE
KAREN MACDONALD
SUSAN OLSZOWY
ZETTASERVE PTY LTD
MR MICHAEL PAUL YOUNG & MRS BELINDA JANE YOUNG
MR STEPHEN PAUL KENDRICK
MARK ARNOLD LAUREN
REEFBAY HOLDINGS PTY LTD
MR WARREN FRANCIS SMITH & MRS FIONA ELLEN SMITH
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Total Top 20
Others
Total Ordinary Shares on Issue
4.
Voting Rights
See note 13 of the financial statements
5.
Substantial shareholder notice lodged with the Company
Name
1
2
3
4
WAINFORD HOLDINGS LIMITED
MR JOHN WOOD
MARK WOSCHNAK
TEFIG PTY LTD
Number
%
8,624,417
8,432,219
6,454,743
4,432,659
9.82%
9.60%
7.35%
5.05%
[65]
Annual Report for the six months ended 30 June 2015
Rent.com.au Limited (Formerly Select Exploration Ltd)
ASX Additional Information (continued)
6.
Unquoted Securities
The names of the security holders holding more than 20% of an unlisted class of security are listed below:
Unlisted Options
$12.00
30 June 2016
Unlisted
Options
($0.30, 23
June 2020)
Performance
Shares
Performance
Rights
Employee
Options
Philuchna Pty Ltd
Ms Regina Molloy
Rent Investment Pty Ltd atf
Rent Investment Unit Trust
Markit Systems Pty Ltd
GMP Securities Australia
Pty Ltd
37,501
30,001
‐
‐
‐
‐
‐
‐
‐
‐
‐
7,468,364
‐
‐
‐
‐
‐
‐
‐
9,851,223 28,000,000
2,000,000
Total other holders
48,005
5,000,000
17,013,949
2,624,213
5,860,000
Total
115,507
7,000,000
24,842,313
12,475,436 33,860,000
Total holdings over 20%
Other holders
2
5
1
19
1
68
1
10
1
10
7.
Restricted Securities subject to escrow period
The following securities are subject to escrow periods:
Equity Class
Escrowed 12 months until
17 June 2016
Escrowed 24 months until
23 June 2017
Fully paid ordinary shares
Unlisted Options ($12.00, 30 June 2016)
Unlisted Options ($0.30, 23 June 2020)
Performance Shares
Performance Rights
Employee Options
8.
On‐market buy back
‐
‐
‐
10,009,606
‐
‐
11,847,353
‐
7,000,000
14,472,707
10,924,302
31,050,000
There is currently no on‐market buyback program for any of Rent.com.au Limited’s listed securities.
9.
Group cash and assets
In accordance with Listing Rule 4.10.19 the Company confirms that it has been using the cash and assets it had
acquired at the time of re‐instatement and for the period ended 30 June 2015 in a way that is consistent with its
business objectives and strategy.
[66]