Spectur Limited
Appendix 4E Preliminary Final Report
1. Reporting period
- Year ended 30 June 2017
Previous corresponding period
- Year ended 30 June 2016
2. Results for announcement to the market
30 June 2017
Current
Year
Percentage
Change
Up /(Down)
Change
Up /
(Down)
$
$
$
30 June 2016
Previous
Corresponding
Year
$
2(a) Revenue from ordinary activities
1,332,681
42%
397,361
935,320
2(b) Loss from ordinary activities after tax
(426,501)
(537%)
(359,530)
(66,971)
2(c) Net Loss for the year attributable to members
(426,501)
(537%)
(359,530)
(66,971)
2(d) Dividends: The Company does not propose to pay any dividends in the current year.
2(e) Record Date: Not applicable
2(f) See attached Director’s Report
3. Statement of Profit or Loss and Other Comprehensive Income
- See attached Annual Report
4. Statement of Financial Position
- See attached Annual Report
5. Statements of Cash Flows
- See attached Annual Report
6. Statements of Changes in Equity / Statement of Retained Earnings
- See attached Annual Report
7. Dividends
- The Company does not propose to pay any dividends in the current year.
Spectur Limited – Appendix 4E
For the year ended 30 June 2017
8. Dividend reinvestment plan
- The Company does not propose to pay any dividends in the current year and does not have a
dividend reinvestment plan.
9. Net tangible assets per security
Current
Year $
30 June 2017
2.79 cents
Previous
Corresponding
Year $
30 June 2016
1.56 cents
Cents per ordinary share
10. Details of entities over which control has been gained or lost
- Control gained over entities: Not applicable
- Control lost over entities: Not applicable
11. Details of Associates / Joint Ventures
- Not applicable
12. Other significant information
- Not applicable
13. Accounting Standards
- For foreign entities, the set of accounting standards used in compiling the report: Not
applicable
14. Results of the period
- Refer to Director’s Report in attached Annual Report
15. Statement on the financial statements
- Financial Statements are based on audited accounts.
16. Unaudited Accounts
- Not applicable
17. Auditor’s audit report
- For all entities, if the accounts are subject to audit dispute or qualification, include a
description of the dispute or qualification: Not applicable
Spectur Limited
ACN 140 151 579
Annual Financial Report
30 June 2017
SPECTUR LIMITED
CONTENTS
Corporate Information
Chairman’s Review
Directors’ Report
Auditor’s Independence Declaration
Statement of Profit or Loss and Other Comprehensive Income
Statement of Financial Position
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Financial Statements
Directors’ Declaration
Independent Auditor’s Report
Corporate Governance Statement
Additional ASX Information
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2
SPECTUR LIMITED
CORPORATE INFORMATION
ACN 140 151 579
Directors
Mr Charles Richard Wallace Wilkins
Mr Peter William Holton
Mr Stephen Paul Bodeker
Mr Andrew Mark Hagen
Company Secretary
Suzie Jayne Foreman
Registered Address
Unit 2, 6 Merino Entrance
Cockburn Central WA 6164
Telephone:
1300 802 960
Principal place of business
Unit 10, 14 Merino Entrance
Cockburn Central WA 6164
Telephone:
1300 802 960
Solicitors
Jackson McDonald
Level 17, 225 St Georges Terrace
Perth WA 6000
Bankers
ANZ Bank
32 St Quentins Avenue
Claremont WA 6010
ANZ Bank
127/816 Beeliar Drive
Success WA 6164
Auditors
HLB Mann Judd (WA Partnership)
Level 4, 130 Stirling Street
Perth WA 6000
Share Registry
Automic Registry Services
Level 2, 267 St Georges Terrace
Perth, WA 6000
PO Box 2226
Strawberry Hills, New South Wales 2012
Telephone: 1300 288 664 (within Australia)
Email: hello@automic.com.au
3
SPECTUR LIMITED
Chairman’s Review
Dear Shareholder,
I am pleased to present the Spectur Limited 2017 Annual Financial Report.
I would like to welcome our new shareholders and wish to take this opportunity to thank you for the support you have given
as our Company begins implementing its expansion and growth plans
The ASX listing of Spectur on the 1st of August was a huge milestone for our business, an event which was shared by
Spectur’s key employees. I believe that Spectur is well placed to continue to go from strength to strength, delivering results
for its shareholders. The Company’s potential is significant. We operate in a large and growing Video Surveillance-as-a-
Service market, whose market size in the solar sector is expected to grow globally to over US$2.37 billion by 2020. We
intend to capitalize on this trend and expect our Company to emerge as a leader within this designated market niche.
The prospectus broadly outlined our strategic goals: these goals which in the short term are to grow our market share by
expanding into all states within Australia. To that objective:
• We have further strengthened the team in our Melbourne office (Sunshine West) with the hiring of a new Sales
Co-ordinator. This will assist in fully exploiting sales opportunities across all markets.
• Our premises at Sunshine West will be the headquarters for Eastern States operations, including our R&D centre.
We are building a strong team to help us achieve our goals and in the year ahead we expect this momentum to
continue.
• We are seeking to acquire or partner with synergistic technology and operating businesses that can assist with
growth and profitability. We will also be looking at adding brands to our portfolio that target market segments very
specifically.
• We will be targeting overseas markets in the medium term, which will require that we have fully researched the
opportunity and tailored our offering accordingly. The groundwork that we are currently doing in terms of
establishing systems and sales and marketing strategies is invaluable and will assist us in a more rapid and
successful implementation.
•
•
The construction and civil engineering industries offer huge opportunities for growth and we are robustly pursuing
these markets. There is also a wealth of opportunities in other market sectors that we are pursuing including,
critical infrastructure, mining and local government.
In addition to security and surveillance, Spectur’s Cloud Management platform and newly released hardware
allows us to offer innovative and cost effective solutions to a wide range of industries tailored to individual customer
needs. These solutions combine our existing camera technology with additional built in and plug in devices. For
example, we are working with Metro Rail in Victoria to help them monitor bridge strikes. This takes advantage of
the 3-axis accelerometer that is built into our new hardware. We will continue to commercialise new products
taking advantage of market opportunities as they arise and we intend to diversify our offering into new areas of
activity.
I would like to welcome our two new non-executive directors, Andrew Hagen and Stephen Bodeker, to the Spectur Board.
I would also like to take this opportunity to thank our Managing Director, Peter Holton for his vision and tireless commitment
towards realizing Spectur’s potential as one of the leading providers of Solar, cloud based camera technology.
4
SPECTUR LIMITED
Chairman’s Review (continued)
The mixture of dedication and talents provides us with an excellent forum to plan and execute our forward growth strategies.
On behalf of the board, I am pleased with our progress so far, and I am confident that Spectur’s significant growth
momentum will continue in the year ahead.
The board looks forward to your continued support.
Sincerely,
Richard Wilkins
Executive Chairman
5
SPECTUR LIMITED
DIRECTORS’ REPORT
The Board of Directors of Spectur Limited present their report on Spectur Limited (“Company” or “Spectur”) for the year
ended 30 June 2017.
DIRECTORS AND OFFICERS
The names of directors and officers who held office during or since the end of the interim period and until the date of this
report are as follows.
Charles Richard Wallace Wilkins
Peter William Holton
Director
Director
Director since incorporation
Appointed on 9 March 2017
Stephen Paul Bodeker
Non-Executive Director
Appointed on 9 June 2017
Andrew Mark Hagen
Non-Executive Director
Appointed on 9 June 2017
Japheth Dela Torre
Non-Executive Director
Joint Company Secretary
Appointed on 22 March 2017,
resigned on 9 June 2017
Appointed on 30 January 2017,
resigned on 28 July 2017
Suzie Jayne Foreman
Joint Company Secretary
Appointed on 9 June 2017
CURRENT DIRECTORS AND OFFICERS
Mr Charles Richard Wallace Wilkins
Director
Qualifications: Diploma of Electronic Engineering, Kilkenny Technical College, Adelaide
Richard Wilkins is the founding Director and Shareholder of Spectur. Richard has extensive industry experience in
electronic engineering, telecommunications and radio communications. His experience spans from product design and
technical development through to overseeing the commissioning and maintenance of major communications networks.
Richard began his career in the Royal Australian Navy, joining the radio (air) technical branch and finished in charge of the
Electronics School of Avionics for pilots, navigators and technical staff. Richard entered the private sector where he headed
Standard Telephones and Cables’ maintenance team for microwave and mobile communications on the rail network
between Newman and Port Hedland. He was subsequently engaged by the Natural Gas Pipeline Authority of South
Australia (as it was then known) to oversee the commissioning and ongoing maintenance of the microwave and mobile
communications network for the gas pipeline between Moomba and Adelaide. Richard successfully operated his own
businesses, Radiolab, CR Labs and RF Innovations, which developed innovative electronic and communications products
and serviced communications networks for government departments as well as major resources and telecommunications
companies. He was integrally involved in the design and development of a high power paging transmitter which was
ultimately sold to Telstra, Victoria’s state-wide emergency services and to European markets under a license agreement.
Richard, in his role as managing director, designed self-powered train wheel bearing temperature monitors and a low power
active prototype radar system for collision avoidance, specifically for mine–site loading areas.
Richard remains actively involved in the day-to-day management and technical operations of Spectur, as well as working
with the Board to set its strategy for ongoing business development, managing R&D and providing general support to the
Managing Director.
During the three year period to the end of the financial year, Mr Wilkins has not held any listed public directorships.
Mr Peter William Holton
Director
Qualifications: Bsc Hons Degree - Social and Political Science, Kingston University, London, United Kingdom
Peter Holton has over 20 years’ senior management experience in product sales, distribution and marketing in Australia
and Europe. He has been directly responsible for managing and increasing product lines and sales via direct sales,
distribution and licensing. Peter has previously developed and led sales teams for market leading companies both in
Australia and in Europe. He was the sales manager of Surf Sales Ltd where he helped introduced the O’Neill brand into
the UK market. He subsequently became the sales and marketing director of ATB Sales Ltd, setting up the launch of the
high-end Marin mountain bike brand in the UK. Peter was also involved in financing the development of the 49er sailing
dinghy developed by Australian 18-foot skiff legends, Frank and Julian Bethwaite. He held the European marketing rights
to this boat which was ultimately selected by the International Olympic Committee for a new high sailing performance
category at the 2000 Olympic Games held in Sydney.
Peter subsequently migrated to Australia where he established and operated successful coffee equipment sales and service
business, Supreme Coffee Machines, as its managing director. Peter joined Spectur as Business Development Manager
in 2012 and became the Managing Director in 2017.
During the three year period to the end of the financial year, Mr Holton has not held any listed public directorships.
6
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
CURRENT DIRECTORS AND OFFICERS (continued)
Mr Stephen Paul Bodeker
Non-Executive Director
Qualifications: Bachelor of Accounting Science from the University of South Africa, Associate General Accountant
(South Africa), Certified Practising Accountant, Chartered Management Accountant
Mr Bodeker is an accomplished senior finance executive with over 20 years’ experience in the corporate sector, working
within several industries including professional services, logistics, manufacturing, health services and media. He has held
senior finance roles in organisations including KPMG, Nestor Healthcare, Britvic PLC, Carbon Conscious Limited (now
Alterra Limited) and Silver Chain Group. He is currently the Chief Financial Officer of Speqs Pty Ltd.
Mr Bodeker’s experience spans external and internal audit, financial control, staff management, taxation, financial
modelling, cost control, risk management, company secretarial and corporate governance.
Mr Bodeker is an associate member of the South African Institute of Chartered Accountants, a practicing CPA, a member
of the Chartered Institute of Management Accountants and a fellow of the Governance Institute of Australia.
During the three year period to the end of the financial year, Mr Bodeker has not held any listed public directorships.
Mr Andrew Mark Hagen
Non-Executive Director
Qualifications: Bachelor of Commerce (Property and Finance) from Curtin University
Mr Hagen has substantial experience in business development, management, marketing and sales. Mr Hagen worked in
the property development industry as a director of Tuart Properties, a privately held property development business since
2003 and worked as a Development Manager for ASX listed as well as government owned property development firms
such as Brookfield Ltd, Mirvac Ltd, Peet Ltd, Cedar Woods Ltd and LandCorp over the course of 17 years.
More recently, Mr Hagen co-founded Cycliq Group Ltd (ASX:CYQ), held the position of CEO for over five years and still
remains a substantial shareholder. He was responsible for creating and developing the business direction, sourcing seed
funding, key relationship management, co-developing products, team building and promotion of the brand. Mr Hagen
managed early stage sales and established Cycliq's international sales distribution network. In his role as CEO, he oversaw
Cycliq's senior management team including its Australian and international operations.
Mr Hagen is also the director of Breakwater (WA) Pty Ltd, a private project management company.
During the three year period to the end of the financial year, Mr Hagen has served as a Director of Cycliq Group Limited,
an ASX listed entity.
Ms Suzie Jayne Foreman
Company Secretary
Qualifications: Bachelor of Commerce (Honours) from the University of Sheffield, Chartered Accountant
Ms Foreman is a Chartered Accountant with over 20 years of experience within the UK and Australia, including 11 years
combined experience with a Big 4, and a boutique advisory firm, specialising in the areas of audit and corporate services.
Ms Foreman has extensive experience as a Chief Financial Officer and Company Secretary for ASX listed and start-up
companies. Ms Foreman is skilled in cash flow, enterprise risk management, financial reporting, audit, and company
secretarial work.
Ms Foreman is currently the Company Secretary and Chief Financial Officer for Jameson Resources Ltd (ASX:JAL) and
has previously held several Company Secretary and/or Chief Financial Officer positions for ASX listed entities
During the three year period to the end of the financial year, Ms Foreman has not held any listed public directorships.
Mr Japheth Dela Torre
Non-Executive Director (resigned on 9 June 2017) & Joint Company Secretary (resigned 28 July 2017)
Qualifications: Bachelor of Science in Accountancy, University of Santo Tomas, Manila, Philippines, CPA
Mr. Dela Torre is a Certified Public Accountant and a member of CPA Australia. Mr. Dela Torre has more than 17 years’
experience in external audit. He started his audit career at Ernst & Young Philippines. He spent more than 10 years in
Ernst & Young Dubai, 5 years of which as a manager and one year in Crowe Horwath UAE as senior audit manager. Mr.
Dela Torre migrated to Western Australia in 2015 and has held contract positions in a national mid-tier network firm. Mr.
Dela Torre is currently a senior consultant at Cobblestones Corporate Pty Ltd.
During the three year period to the end of the financial year, Mr Dela Torre has not held any listed public directorships.
7
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
DIRECTORS INTERESTS
Interests in the shares, options and convertible securities of the Company and related bodies corporate
The following relevant interests in shares and options of the Company or a related body corporate were held by the Directors
as at the date of this report.
Directors
Charles Richard Wallace Wilkins
Peter William Holton
Stephen Paul Bodeker
Andrew Mark Hagen
Total
Number of fully
paid ordinary
shares
1,642,500
1,642,500
25,000
25,000
3,335,000
Number of options
over ordinary shares
Number of
performance rights
2,000,000
2,000,000
250,000
500,000
4,750,000
10,000,000
10,000,000
-
-
20,000,000
Shares under option or issued on exercise of options
At the date of this report, unissued ordinary shares or interests of the Company under option are:
Date options granted
(or issued)
20 March 2017
10 April 2017
19 May 2017
14 June 2017
25 July 2017
Total
Number of shares under
option
Exercise price of option
Expiry date of option
4,000,000
2,000,000
700,000
2,150,000
5,500,000
14,350,000
$0.20
$0.20
$0.20
$0.20
$0.20
31 December 2020
31 December 2020
31 December 2020
31 December 2020
31 December 2020
There were no shares issued during the year as a result of an exercise of an Option.
Total shares, options and convertible securities of the Company on issue as at the date of this report
Number of fully paid
ordinary shares (post
share split)
Number of options over
ordinary shares
Number of performance
rights
41,000,000
14,350,000
21,000,000
PRINCIPAL ACTIVITIES
The principal activity of the Company during the year was to develop, manufacture and sell Remote Solar 3G/4G based
Security Camera networks and associated products and services.
OPERATING AND FINANCIAL REVIEW
Results of Operations
The comprehensive loss of the Company for the year ended 30 June 2017, after providing for income tax amounted to
$426,501 (2016: $66,971).
The loss is primarily due to activities relating to the design and development of the Company’s Remote Solar 3G/4G based
Security Camera networks and associated products and services, and costs associated with preparing the Company for
ASX listing.
Review of financial conditions
The Company had a net cash in bank balance of $136,206 as at 30 June 2017 (2016: bank overdraft of $2,325). As at the
reporting date, the Company has terminated its bank overdraft facility (2016: unutilised bank overdraft facility of $57,675).
At 30 June 2017, the Company had net assets of $491,140 (2016: net assets of $50,251), an increase of $440,889
compared with the previous year which was primarily due to the net effect capital raisings during the year and the loss of
the Company during the year.
LOSS PER SHARE
Basic loss per share (cents per share)
(3.31)
(0.60)
30 June 2017
30 June 2016
8
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
DIVIDENDS
No dividends were paid or declared since the start of the financial year. No recommendation for payment of dividends has
been made.
EMPLOYEES
The Company had 7 employees as at 30 June 2017 (2016: 6 employees).
SIGNIFICANT EVENTS DURING THE YEAR
10 Cent Seed Capital Raising
On 19 December 2016, the then sole director of the Company, approved the issue of 250,000 shares at an issue price of
$1.00 (pre-split), being the equivalent of 2,500,000 shares at an issue price of $0.10 per share (post-split) to raise $250,000.
On 30 January 2017, 250,000 fully paid ordinary shares were issued by the Company to the subscribers of the $0.10 capital
raising.
Buy-back of partly-paid shares
On 27 January 2017, the Company entered into a buy-back agreement with certain shareholders to buy-back and cancel
1,900,000 partly-paid shares amounting to $19,000. Thereafter, the Company issued 19,000 new fully paid ordinary shares
equivalent to the amount paid for the partly-paid shares.
Change of name and becoming a public company
On 15 February 2017, the Company changed its name from Uwatchit Pty Ltd to Spectur Pty Ltd. The Company converted
to a public company on 22 March 2017 and became Spectur Ltd. In addition, the Company also adopted a new Constitution
effective from the conversion date.
Share subdivision
On 15 March 2017, the Company subdivided its share capital on a 10 for 1 basis for shareholders on record as at 27
January 2017.
Employee Incentive Plan
On 30 January 2017, the Company approved the establishment of an Employee Incentive Plan (“EIP”) subject to the rules
of the Plan.
Issue of Performance Rights to Directors
On 30 January 2017, the Company approved a resolution to make the following offer of Performance Rights:
a. 10,000,000 Performance Rights to Mr. Richard Wilkins, being the Company’s Managing Director; and
b. 10,000,000 Performance Rights to Mr. Peter Holton, being an employee and proposed executive director of
the Company.
The performance rights have the following vesting conditions (which were updated on 26 April 2017):
1. Tranche 1 – 33 1/3% - The total Revenue for the year ended 30 June 2018 being at least $1.75 million;
2. Tranche 2 – 33 1/3% - The total Revenue for the year ended 30 June 2019 being at least $3.5 million; and
3. Tranche 3 – 33 1/3% - The total Revenue for the year ended 30 June 2020 being at least $7 million.
On 20 March 2017, the Performance Rights were issued to the respective directors above. On 26 April 2017, the Board of
Directors approved the resolution to amend the Tranche 3 vesting condition.
Issue of New Options to Directors’ Nominees
On 30 January 2017, the Company approved the offer of the following new Options:
a. 2,000,000 new options at $0.005 each to Mr. Richard Wilkins (or his nominee); and
b. 2,000,000 new options at $0.005 each to Mr. Peter Holton (or his nominee).
On 20 March 2017, the New Options were issued to the respective nominees, being in total 4,000,000 at $0.005 to raise
$20,000.
9
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
SIGNIFICANT EVENTS DURING THE YEAR (continued)
Approval of 16 Cent Seed Application Form
On 7 April 2017, the Company issued 3,323,750 fully paid ordinary shares at $0.16 each to raise $531,800 before issue
costs.
Cancellation of Options
On 30 January 2017, the Company cancelled 200,000 options exercisable at $1.00 on or before 30 March 2019, and 50,000
options exercisable at $1.50 on or before 30 June 2019.
Issue of New Options
On 10 April 2017, the Company issued 2,000,000 Company Options at $0.005 to raise $10,000. On 19 May 2017, the
Company issued 700,000 Company Options to a consultant and an employee at nil consideration as replacement options
for those cancelled under the Employee Incentive Plan and noted above. On 14 June 2017, the Company issued 2,150,000
Company Options to consultants and employees for nil consideration each under the Employee Incentive Plan. These
options are exercisable at $0.20 on or before 31 December 2020.
Issue of New Shares
On 14 June 2017, the Company issued 500,000 shares at an issue price of $0.16 per share to raise $80,000 before share
issue costs.
Initial Public Offering
On 19 June 2017, the Company lodged a Prospectus for an initial public offer of 21,250,000 fully paid ordinary shares at
an issue price of $0.20 per share to raise $4,250,000 (before costs), with the ability to accept oversubscriptions of up to an
additional 1,250,000 shares to raise up to an additional $250,000 (before costs); and 5,500,000 options at an issue price
of $0.01 each to raise up to $55,000 (before costs), collectively “(The Offers”). The options are unlisted and entitle the
holder to subscribe for 1 ordinary share at an exercise price of $0.20 on or before 31 December 2020.
The Company entered into a corporate advisory and capital raising mandate with its Lead Manager, Alto Capital or its
nominees (Alto) under which Spectur would pay 1,000,000 shares and 1,000,000 performance rights upon a successful
capital raising and listing of Spectur on the ASX. Capital raising costs of 6% of the total amount raised and a success fee
of $50,000 were also payable upon completion of the ASX listing. A corporate advisory fee of $5,000 per month will be
payable for 6 months following ASX listing.
SUBSEQUENT EVENTS AFTER THE REPORTING DATE
On 25 July 2017, the Company closed the Offers under the Prospectus and issued 22,500,000 fully paid ordinary shares
to the subscribers of the Share Offer and 5,500,000 unlisted options to the subscribers of the Option Offer.
On 25 July 2017, the Company also issued 1,000,000 shares and 1,000,000 performance rights to Alto Capital or their
nominees pursuant to the Lead Manager Agreement.
On 28 July 2017, the Company was admitted to the Official List of ASX Limited, with official quotation commencing on 1
August 2017.
LAWS AND REGULATIONS
Spectur’s operations are subject to various laws and regulations under the relevant government legislation. Full compliance
with these laws and regulations is regarded as a minimum standard for all operations to achieve the objectives of the
Company.
Instances of environmental non-compliance by an operation are identified either by internal investigations, external
compliance audits or inspections by relevant government agencies.
There have been no know breaches of laws and regulations by the Company during the year.
10
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED)
This report, which forms part of the Directors’ report, outlines the remuneration arrangements in place for the key
management personnel (“KMP”) of Spectur Limited for the financial year ended 30 June 2017. The information provided in
this remuneration report has been audited as required by Section 308(3C) of the Corporations Act 2001.
The remuneration report details the remuneration arrangements for KMP who are defined as those persons having authority
and responsibility for planning, directing and controlling the major activities of the Company, directly or indirectly, including
any Director (whether executive or otherwise) of the Company.
Key Management Personnel
The KMP of the Company during or since the end of the financial year were as follows:
Directors
Mr Charles Richard Wallace Wilkins
Mr Peter William Holton
Mr Stephen Paul Bodeker
Mr Andrew Mark Hagen
Mr Japheth Dela Torre
Position
Executive Chairman
Managing Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Period of Employment (to present)
22 October 2009*
9 March 2017*
9 June 2017
9 June 2017
22 March 2017 to 9 June 2017
*Mr Wilkins and Mr Holton provided consulting and management services on a consulting basis prior to their full time
employment starting on 1 July 2017.
Executives
Dr Nicholas Le Marshall
Ms Suzie Jayne Foreman
Mr Japheth Dela Torre
Position
Technology and
Development Manager
Joint Company Secretary
Joint Company Secretary
Period of Employment (to present)
1 July 2017**
9 June 2017
30 January 2017 to 28 July 2017
**Dr Nicholas Le Marshall provided technical and development services to the Company prior to his full time employment
starting on 1 July 2017.
Remuneration Policy
The Company’s remuneration policy for its KMP has been developed by the Board taking into account the size of the
Company, the size of the management team, the nature and stage of development of the Company’s current operations,
and market conditions and comparable salary levels for companies of a similar size and operating in similar sectors.
In addition to considering the above general factors, the Board has also placed emphasis on the following specific issues
in determining the remuneration policy for KMP:
- Operating results of new branches;
-
-
Lodgement of associated patents of the Company’s new technologies; and
The listing of the Company’s securities.
Remuneration Committee
Due to the current size of the Company, the Board did not implement a Remuneration Committee during the year, as such
the board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the
Directors, the Managing Director and the executive team.
Remuneration Structure
In accordance with best practice corporate governance, the structure of non-executive Director and executive remuneration
is separate and distinct.
Non-executive Director Remuneration
The Board seeks to set aggregate remuneration at a level that provides the Company with the ability to attract and retain
Directors of the highest calibre, whilst incurring a cost that is acceptable to shareholders.
The ASX Listing Rules specify that the aggregate remuneration of non-executive Directors shall be determined from time
to time by a general meeting. The Constitution states that the Company may pay to the Non-Executive Directors a maximum
total amount of director's fees, determined by the Company in general meeting, or until so determined, as the Directors
resolve. The Company intends to put to shareholders at the upcoming Annual General Meeting an aggregate remuneration
amount to approve.
11
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Non-executive Director Remuneration (continued)
Non-Executive Directors’ fees are presently set at $35,000 (2016: nil) per annum plus superannuation. These fees cover
main board activities only. Non-Executive Directors may receive additional remuneration for other services provided to the
Company.
The Non-Executive salary remuneration is effective from the date of a Non-Executive Director’s appointment. Options have
also been issued to Non-Executive Directors in line with Company policy to attract suitable candidates to the position.
Executive Remuneration
The Company’s remuneration policy is to provide a fixed remuneration component and a short and long term performance
based component. The Board believes that this remuneration policy is appropriate given the considerations discussed in
the section above and is appropriate in aligning executives’ objectives with shareholder and business objectives.
Fixed Remuneration
Fixed remuneration consists of base salaries, as well as employer contributions to superannuation funds and other non-
cash benefits. Fixed remuneration is reviewed annually by the Board. The process consists of a review of company and
individual performance, relevant comparative remuneration externally and internally and, where appropriate, external
advice on policies and practices.
Performance Based Remuneration – Short Term Incentive
The board intends to implement a system whereby Executives may be entitled to annual short term incentives upon
achieving various key performance indicators (“KPI’s”), as set by the Board. Having regard to the operations of the
Company, the Board may determine these KPI’s, including measures such as successful commercialisation of the
Company’s products and services, (e.g. specified levels of commercial sales of the solar camera systems within budgeted
timeframes and costs), development activities, production and sales levels, operational cash flows, corporate activities (e.g.
recruitment of key personnel) and business development activities (e.g. joint ventures and business development). Prior to
the end of each financial year, the Board assesses performance against these criteria. A short term incentive plan has not
been implemented to date, however this will be deliberated by the board, and key targets and proportion of salary at risk,
and or bonuses, will be communicated if and once approved and established.
No bonuses were paid or are payable in relation to the 2017 financial year.
Performance Based Remuneration – Long Term Incentive
Company Options
The Board has previously chosen to issue Options (where appropriate) to some executives and employees as a key
component of the incentive portion of their remuneration, in order to attract and retain the services of the executives and to
provide an incentive linked to the performance of the Company.
The Board may grant Options to executives with exercise prices at and/or above market share price (at the time of
agreement). As such, Incentive Options granted to executives will generally only be of benefit if the executives perform to
the level whereby the value of the Company increases sufficiently to warrant exercising the Incentive Options granted.
Other than service-based vesting conditions, there are no additional performance criteria on the Incentive Options granted
to executives, as given the speculative nature of the Company’s activities and the small management team responsible for
its running, it is considered the performance of the executives and the performance and value of the Company are closely
related. The Company prohibits executives entering into arrangements to limit their exposure to Incentive Options granted
as part of their remuneration package.
Employee Incentive Plan
Spectur has implemented an Employee Incentive Plan during the year. Under the Plan, Spectur may grant options to
subscribe for Shares or performance rights entitling the holder to be issued Shares on terms and conditions set by the
Board at its discretion.
The material terms of the Plan are as follows:
(a) The objectives of the Plan are:
(i)
(ii)
(iii)
(iv)
to establish a method by which eligible participants can participate in the future growth and profitability of
Spectur;
to provide an incentive and reward for eligible participants for their contributions to Spectur;
to attract and retain a high standard of managerial and technical personnel for the benefit of Spectur; and
to align the interests of eligible participants more closely with the interests of shareholders, by providing
an opportunity for eligible participants to hold an equity interest in Spectur.
12
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Employee Incentive Plan (continued)
(b) The following persons can participate in the Plan if the Board makes them an offer to do so:
(i)
(ii)
(iii)
(iv)
a full-time or part-time employee, including an executive and non-executive Director of Spectur or its
related bodies corporate;
a contractor of Spectur or its related bodies corporate;
a casual employee of Spectur or its related bodies corporate where the employee or contractor is, or
might reasonably be expected to be, engaged to work the pro-rata equivalent of 40% or more of a
comparable full-time position; and
a person to whom an offer is made but who can only accept that offer if an arrangement has been entered
into that will result in the person becoming covered by one of paragraphs (i) to (iii) above.
(c) Plan Options and Plan Rights (collectively Awards) issued under the Plan are subject to the terms and conditions set
out in the Rules, which include:
(i)
(ii)
(iii)
Vesting Conditions – which are time-based criteria, requirements or conditions (as specified in the offer
and determined by the Board) which must be met prior to Awards vesting in a participant, which the Board
may throughout the course of the period between the grant of an Award and its vesting, waive or
accelerate as the Board considers reasonably appropriate;
Performance Conditions – which are conditions relating to the performance of Spectur and its related
bodies corporate (and the manner in which those conditions will be tested) as specified in an offer and
determined by the Board; and
Exercise Conditions – which are criteria, requirements or conditions, as determined by the Board or under
the Plan, which must be met (notwithstanding the satisfaction of any Vesting Conditions and/or
Performance Conditions) prior to a Participant being entitled to exercise vested Options.
(d) In accordance with ASIC Class Order 14/1000, the total Awards that may be issued under the Plan will not exceed 5%
of the total number of Shares on issue. In calculating this limit, Awards issued to participants under the Plan other than in
reliance upon this Class Order are discounted.
(e) The Board has the unfettered and absolute discretion to administer the Plan.
(f) Awards issued under the Plan are not transferable and will not be quoted on the ASX.
The Rules otherwise contain terms and conditions considered standard for employee incentive plan rules of this nature.
There were 2,850,000 options issued under the Employee Incentive Plan during the year (2016: Nil). There were no shares
issued under the Employee Incentive Plan during the year (2016: Nil).
Employment Contracts
As of the date of this report, remuneration and other terms of employment of Directors and Other Key Management
Personnel are formalised in employment contracts and service agreements. The major provision of the agreements related
to the remuneration are set out below.
Base salary/fee
Terms of agreement
Notice period
Executive Directors
Richard Wilkins
Peter Holton
Non-Executive Directors
Stephen Bodeker
$190,000
$190,000
Commencement date – 1
July 2017
Commencement date – 1
July 2017
6 months in writing by either party
6 months in writing by either party
$35,000
Commencement date – 9
June 2017
Andrew Hagen
$35,000
Commencement date – 9
June 2017
Upon written advise of intention or
in accordance with the Constitution
of the Company or the Corporations
Act 2001
Upon written advise of intention or
in accordance with the Constitution
of the Company or the Corporations
Act 2001
13
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Employment Contracts (continued)
As of the date of this report, remuneration and other terms of employment of Directors and Other Key Management
Personnel are formalised in an employment contract. The major provision of the agreements related to the remuneration
are set out below.
Base salary/fee
Terms of agreement
Notice period
Other KMP
Nick Le Marshall
$180,000 – first
12 months
$200,000 – after
12 months
Commencement date -1
July 2017
6 months in writing by either party
Suzie Jayne Foreman
$3,500 plus
GST per month
Commencement date – 9
June 2017
60 days in writing by either party
Relationship between Remuneration of KMP and Shareholder Wealth and Earnings
The Board anticipates that the Company will retain earnings (if any) and other cash resources for the development of its
solar cameras and associated products and services activities. The Company does not currently have a policy with respect
to the payment of dividends and returns of capital however this will be reviewed on an annual basis. Therefore, there was
no relationship between the Board’s policy for determining, or in relation to, the nature and amount of remuneration of KMP
and dividends paid and returns of capital by the Company during the current and previous four financial years.
The Company did not have listed securities during the year and no consideration was given to appreciation of the
Company’s shares when setting remuneration.
The Company issued Incentive Options to KMP and has implemented an Employee Incentive Plan during the year which
will generally be of value if the Company’s shares appreciate over time. However, it should be noted that all Director
Options have an ASX imposed 24 month escrow (sale) restriction period. This is in line with the Company policy that
Company Options are issued as a long term incentive for Directors.
Remuneration of Key Management Personnel
Details of the nature and amount of each element of the emoluments received by or payable to each of the Key Management
Personnel (KMP) of Spectur Limited are as follows:
2017
Directors
Richard Wilkins1
Peter Holton2
Stephen Bodeker3
Andrew Hagen3
Japheth Dela Torre4
Other KMP
Nick Le Marshall5
Suzie Foreman6
Total
Short-term benefits
Salary &
fees
$
Super-
annuation
$
Termination
payments
$
Share-
based
payments
$
195,000
185,000
2,154
2,358
34,000
126,585
1,533
546,630
-
-
204
-
-
-
-
204
-
-
-
-
-
-
-
-
-
2,500
2,500
-
5,000
500
10,500
Total
$
195,000
185,000
4,858
4,858
34,000
131,585
2,033
557,334
Percentage
performance
related
%
-
-
-
-
-
-
-
-
14
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Remuneration of Key Management Personnel (continued)
2016
Director
Richard Wilkins1
Other KMP
Peter Holton2
Nick Le Marshall5
Total
Short-term benefits
Salary &
fees
$
Super-
annuation
$
Termination
payments
$
Share-
based
payments
$
136,000
135,000
81,114
352,114
-
-
-
-
-
-
Total
$
136,000
135,000
81,114
352,114
-
-
-
Percentage
performance
related
%
-
-
-
-
Remuneration of Key Management Personnel (continued)
1 Richard Wilkins became a full time employee only on 1 July 2017. Prior to this, he provided consulting and management services through
a related entity, Space Nominees Pty Ltd (Space Nominees). During the year, a total of $195,000 was recognised as an expense by the
Company for consulting and management services, associated services and reimbursements (2016: $136,000). As at 30 June 2017,
$5,500 is payable to Space Nominees for the abovementioned services (2016: $Nil).
2 Peter Holton became a full time employee only on 1 July 2017. Prior to this, he provided consulting and management services through
a related entity, Chelsea Brook Pty Ltd (Chelsea Brook). During the year, a total of $185,000 was recognised as an expense by the
Company for consulting and management services, associated services and reimbursements (2016: $135,000). As at 30 June 2017,
$5,500 is payable to Chelsea Brook for the abovementioned services (2016: $16,500).
3 Stephen Bodeker and Andrew Hagen were appointed as Non-Executive Directors on 9 June 2017. Their remuneration were effective
from that date.
4 Mr Dela Torre’s remuneration as Non-Executive Director and Company Secretary is set out in the Corporate Secretarial Services
agreement between Spectur and Cobblestones Corporate Pty Ltd, which employs Mr Dela Torre. Company secretarial services charged
to the Company during the year totalled $34,000 (2016: $Nil). As at 30 June 2017, $5,500 is payable to Cobblestones Corporate (2016:
$Nil).
5 Dr Nick Marshall became a full time employee only on 1 July 2017. Prior to this, he provided technical and development services through
a related entity, Burtek Pty Ltd (Burtek). During the year, a total of $126,585 was recognised as an expense by the Company for technical
and development services, associated services and reimbursements (2016: $81,114). As at 30 June 2017, $8,348 is payable to Burtek
(2016: $12,537).
6 Ms Foreman’s remuneration is set out in the Company Secretarial and Corporate Services agreement between Spectur and Athena
Corporate Pty Ltd, a related entity to Ms Foreman. As at 30 June 2017, $1,533 is payable to Athena Corporate Pty Ltd (2016: $Nil).
No member of key management personnel appointed during the period received a payment as part of his or her
consideration for agreeing to hold the position.
Cash bonuses granted as compensation for the current financial year.
No cash bonuses were granted during the year ended 2017 (2016: nil).
Options
Details of employee share option plans granted as compensation for the current financial year
For details on the valuation of the options, including models and assumptions used, please refer to Notes 6 and 21. There
were no material alterations to the terms and conditions of options granted as remuneration since their grant date.
Terms and conditions of share-based plans in existence affecting key management personnel during the financial year or
future financial years included options issued under the Employee Incentive Plan. The below table details all options issued
under the Employee Incentive Plan, noting some options have been issued to employees or consultants that are not KMPs.
Date options
granted
Number of
shares under
option
Exercise
price of
option
Value per
option at grant
date
Value of options
at grant date
09/06/2017
Total
2,850,000
2,850,000
$0.20
$0.20
$0.10
$0.10
$28,500
$28,500
Expiry date
of option
31/12/2020
31/12/2020
15
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Options (continued)
Share options granted to KMP
During the financial year, share options were granted to the following key management personnel of the Company and the
entities they controlled as part of their remuneration.
Directors
Stephen Bodeker
Andrew Hagen1
Executives
Nick Le Marshall
Suzie Foreman
Total
Exercise price
Expiry date
Number of options
granted
Total number of shares
under option at the end
of the year
$0.20
$0.20
$0.20
$0.20
-
31/12/2020
31/12/2020
31/12/2020
31/12/2020
-
250,000
250,000
500,000
50,000
1,050,000
250,000
250,000
500,000
50,000
1,050,000
1 Andrew Hagen’s options are registered in the name of Breakwater WA Pty Ltd, a company in which he is also a director.
There were no alterations to the terms and conditions of options granted as remuneration since their grant date.
For details on the valuation of the options, including models and assumptions used, please refer to Notes 6 and 21.
There were no shares issued during the year as a result of the exercise of an Option. No Options lapsed during the year.
Shares and performance rights issued to KMP
During the financial year, performance rights were issued to the following key management personnel of the Company and
the entities it controlled as part of their remuneration. There were no shares issued during the year as part of their
remuneration.
Directors
Richard Wilkins
Peter Holton
Total1
Number of shares
Number of performance
rights (Tranche A, B & C)1
-
-
-
10,000,000
10,000,000
20,000,000
1 Performance shares were issued for nil consideration.
2 The terms and conditions of performance rights are set out in Note 7.
Loans from key management personnel
The Company was provided loaned funds from Richard Wilkins and Peter Holton. Loans were unsecured and no amounts
were outstanding on the loans as at the end of the year.
Aggregate amounts in respect of loans provided by key management personnel
Balance at
beginning of year
Interest
charged
Arm’s length
interest differential
(i)
Balance at end of
year
30 June 2017
30 June 2016
13,480
23,480
667
1,750
-
-
-
$13,480
Number of key
management
personnel
2
2
(i)
The amount above refers to the difference between the amount of interest paid and payable in the reporting period
and the amount of interest that would have been charged on an arms-length basis.
16
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Key management personnel equity holdings
Fully paid ordinary shares
Balance at
beginning
of year
Number
Granted as
compensation
Number
Received on
exercise of
options
Number
Net change
other
Number*
Balance at
end of year
Number
Balance held
nominally
Number
204,000
150,000
-
-
-
-
1,953,5001
1,442,5002
2,157,500
1,592,500
1,592,500
1,592,500
30 June 2017
Directors
Richard Wilkins
Peter Holton
1 The net change include issue of 9,250 shares equivalent to the amount paid for the partly-paid shares bought back on 27 January 2017;
increase in number of shares as a result of share subdivision by 1,919,250 and subscription of 25,000 new shares.
2 The net change include issue of 9,250 shares equivalent to the amount paid for the partly-paid shares bought back on 27 January 2017
and increase in number of shares as a result of share subdivision by 1,433,250 shares.
Balance at
beginning
of year
Number
Granted as
compensation
Number
Received
on exercise
of options
Number
Net change
other
Number
Balance at
end of year
Number
Balance held
nominally
Number
204,000
150,000
-
-
-
-
-
-
204,000
150,000
150,000
150,000
30 June 2016
Directors
Richard Wilkins
Peter Holton
Partially paid ordinary shares
Balance at
beginning
of year
Number
Granted as
compensation
Number
Received on
exercise of
options
Number
Net change
other
Number*
Balance at
end of year
Number
Balance held
nominally
Number
925,000
925,000
-
-
-
-
(925,000)1
(925,000)1
-
-
-
-
30 June 2017
Directors
Richard Wilkins
Peter Holton
1 These partially paid shares were bought back and cancelled by the Company during the year. Thereafter, new fully paid ordinary shares
were issued by the Company for the equivalent amount paid for the cancelled partially paid ordinary shares.
Balance at
beginning
of year
Number
Granted as
compensation
Number
Received on
exercise of
options
Number
Net change
other
Number*
Balance at
end of year
Number
Balance held
nominally
Number
925,000
925,000
-
-
-
-
-
-
925,000
925,000
925,000
925,000
30 June 2016
Directors
Richard Wilkins
Peter Holton
17
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Key management personnel equity holdings (continued)
Share options
30 June 2017
Directors
Richard Wilkins
Peter Holton
Stephen Bodeker
Andrew Hagen
Executives
Nick Le Marshall
Suzie Foreman
Balance at
beginning of
year
Number
Granted as
compensation
Number
Exercised
Number
Net change
other
Number
Balance at end of
year
Number
-
-
-
-
-
-
-
-
250,000
250,000
500,000
50,000
-
-
-
-
-
-
2,000,0001
2,000,0001
-
-
-
-
2,000,000
2,000,000
250,000
250,000
500,000
50,000
1 These options were subscribed by the respective directors’ nominees at $0.05 per option raising $20,000.
There were no options issued to key management personnel during the period to 30 June 2016.
For details of the employee share option plan and of share options granted during the 2017 financial year, please refer to
Notes 6 and 21. All share options issued to KMP were made in accordance with the provisions of the employee incentive
plan except for options issued to Richard Wilkins and Peter Holton. During the year, no options were exercised or sold.
No amounts remain unpaid on the options during the financial year at year end.
Performance Rights Tranche 1
Balance at beginning
of year
Number
Granted as
compensation for
services
Number
Balance at end of
year
Number
Balance held
nominally
Number
-
-
3,333,333
3,333,333
3,333,333
3,333,333
3,333,333
3,333,333
30 June 2017
Directors
Richard Wilkins
Peter Holton
Performance Rights Tranche 2
Balance at beginning
of year
Number
Granted as
compensation for
services
Number
Balance at end of
year
Number
Balance held
nominally
Number
-
-
3,333,334
3,333,333
3,333,334
3,333,333
3,333,334
3,333,333
30 June 2017
Directors
Richard Wilkins
Peter Holton
Performance Rights Tranche 3
Balance at beginning
of year
Number
Granted as
compensation for
services
Number
Balance at end of
year
Number
Balance held
nominally
Number
-
-
3,333,333
3,333,334
3,333,333
3,333,334
3,333,333
3,333,334
30 June 2017
Directors
Richard Wilkins
Peter Holton
18
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
REMUNERATION REPORT (AUDITED) (continued)
Key management personnel equity holdings (continued)
The performance rights will have the following vesting conditions:
a. Tranche 1 – 33 1/3% - The total Revenue for the year ended 30 June 2018 being at least $1.75 million;
b. Tranche 2 – 33 1/3% - The total Revenue for the year ended 30 June 2019 being at least $3.5 million; and
c. Tranche 3 – 33 1/3% - The total Revenue for the year ended 30 June 2020 being at least $7 million.
Total Revenue is determined by reference to Spectur’s audited financial statements for each respective financial year.
Performance rights or shares issued upon conversion are subject to a 24 month ASX imposed escrow period.
END OF REMUNERATION REPORT
INDEMNIFICATION AND INSURANCE OF OFFICERS
The Constitution of the Company requires the Company, to the extent permitted by law, to indemnify any person who is or
has been a director or officer of the Company for any liability caused as such a director or officer and any legal costs
incurred by a director or officer in defending an action for any liability caused as such a director or officer.
During or since the end of the financial year, no amounts have been paid by the Company in relation to the above
indemnities.
During the financial year, insurance premiums paid by the Company were $Nil (2016: $nil) to insure against a liability
incurred by a person who is or has been a director or officer of the Company or Company. Subsequent to the year end,
the Company expects to pay $12,500 ex GST as insurance premium in relation to the above.
DIRECTORS’ MEETINGS
The number of meetings of Directors (including meetings of Committees of Directors) held during the year and the number
of meetings attended by each Director were as follows:
Directors’ meetings
2017
Richard Wilkins
Peter Holton
Stephen Bodeker
Andrew Hagen
Japheth Dela Torre
No. eligible to attend
3
2
1
1
-
No. attended
3
2
1
1
-
In addition to the above meetings, the board executed 20 circular resolutions during the year.
PROCEEDINGS ON BEHALF OF THE COMPANY
No person has applied for leave of court to bring proceedings on behalf of the Company or intervene in any proceedings to
which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those
proceedings.
FUTURE DEVELOPMENTS
The Company remains committed to building shareholders’ value, through Spectur:
•
Increasing its market share by expanding into all states within Australia from opening offices in Melbourne and
Sydney;
• Potentially exporting overseas by targeting US and other markets (pending international certifications);
•
• Bringing new products and service extensions to market by continued research and development, to provide
Targeting new industries outside of the traditional construction industry;
additional features to new camera models that meet and exceed industry expectations; and
• Seeking to acquire or partner with synergistic technology and operating businesses that can assist with growth.
19
SPECTUR LIMITED
DIRECTORS’ REPORT (continued)
DIVERSITY
The Company believes that the promotion of diversity on its Board and within the organisation generally is good practice,
and is committed to managing diversity as a means of enhancing the Company’s performance. There are currently no
women on the Board, however, Ms Foreman fulfils the role of Company Secretary and is defined as a Key Management
Person. Further information is set out in the Corporate Governance section on page 50 of this report, which will focus on
the participation of women on Boards and set out objectives for gender diversity.
AUDITOR INDEPENDENCE AND NON-AUDIT SERVICES
The following non-audit services were provided by the Company’s auditor, HLB Mann Judd. The directors are satisfied that
the provision of non-audit services is compatible with the general standard of independence for auditors imposed by the
Corporations Act 2001. The nature and scope of each type of non-audit service provided means that the auditor
independence was not compromised.
Investigating accountant’s report
30 June 2017
30 June 2016
$
10,000
$
-
Section 307C of the Corporations Act 2001 requires our auditors, HLB Mann Judd, to provide the Directors of the Company
with an Independence Declaration in relation to the audit of the annual report. This Independence Declaration is set out on
page 21 and forms part of this Directors’ report for the year ended 30 June 2017.
Signed in accordance with a resolution of the directors.
Mr Charles Richard Wallace Wilkins
Director
Dated this 30 August 2017
20
AUDITOR’S INDEPENDENCE DECLARATION
As lead auditor for the audit of the financial report of Spectur Limited for the year ended 30 June 2017,
I declare that to the best of my knowledge and belief, there have been no contraventions of:
a)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit;
and
b)
any applicable code of professional conduct in relation to the audit.
Perth, Western Australia
30 August 2017
N G Neill
Partner
HLB Mann Judd (WA Partners hip) ABN 2 2 1 9 3 2 3 2 7 1 4
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers
21
SPECTUR LIMITED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2017
Continuing operations
Revenue
Cost of sales
Gross profit
Other income
Notes
3(a)
Research and development expenses
3(b)
Employee benefits
General and administrative expenses
Marketing and advertising
Rent
Depreciation and amortisation
Interest expense
Share-based payment expense
Loss before income tax benefit
Income tax benefit
Loss for the year
Other comprehensive income, net of
income tax
4
30 June 2017
$
30 June 2016
$
1,332,681
(556,784)
775,897
2,569
(525,502)
(382,211)
(321,113)
(85,679)
(42,698)
(20,227)
(3,599)
(28,500)
(631,063)
204,562
(426,501)
935,320
(401,035)
534,285
-
(367,852)
(207,183)
(77,366)
(44,998)
(39,301)
(12,540)
(5,787)
-
(220,742)
153,771
(66,971)
-
-
Total comprehensive loss for the year
(426,501)
(66,971)
Loss attributable to members of the
Company
(426,501)
(66,971)
Basic loss per share (cents per share)
8
(3.31)
(0.60)
The accompanying notes form part of these financial statements.
22
SPECTUR LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2017
Assets
Current Assets
Cash and cash equivalents
Trade and other receivables
Inventories
Total Current Assets
Non-Current Assets
Property, plant and equipment
Intangible assets
Total Non-Current Assets
Total Assets
Liabilities
Current Liabilities
Trade and other payables
Loan payable
Total Liabilities
Net Assets
Equity
Issued capital
Option reserves
Accumulated losses
Net Equity
Notes
30 June 2017
$
30 June 2016
$
9
10
11
12
13
14
15
5
6
136,206
593,351
176,011
905,568
53,731
2,861
56,592
962,160
471,020
-
471,020
491,140
-
223,407
-
223,407
42,612
3,517
46,129
269,536
205,805
13,480
219,285
50,251
1,936,890
58,500
(1,504,250)
491,140
1,128,000
-
(1,077,749)
50,251
The accompanying notes form part of these financial statements.
23
SPECTUR LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2017
Balance at 1 July 2015
Loss for the year
Total comprehensive loss for the year
Issued
Capital
$
1,128,000
-
-
Balance as at 30 June 2016
1,128,000
Balance at 1 July 2016
Loss for the year
Total comprehensive loss for the year
Shares issued during the year
Shares issue costs
Options issued during the year
Share-based payments
Option
Reserve
$
Accumulated
Losses
$
-
-
-
-
(1,010,778)
(66,971)
(66,971)
(1,077,749)
Total Equity
$
117,222
(66,971)
(66,971)
50,251
Option
Reserve
$
Accumulated
Losses
$
Total Equity
$
-
-
-
-
-
(1,077,749)
50,251
(426,501)
(426,501)
(426,501)
(426,501)
-
-
-
-
861,800
(52,910)
30,000
28,500
-
-
30,000
28,500
Issued
Capital
$
1,128,000
-
-
861,800
(52,910)
Balance as at 30 June 2017
1,936,890
58,500
(1,504,250)
491,140
The accompanying notes form part of these financial statements.
24
SPECTUR LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2017
Cash flows from operating activities
Payments to suppliers and employees
Receipts from customers
Interest paid
R & D tax incentive received
Note
30 June 2017
$
30 June 2016
$
(2,102,461)
(1,088,485)
1,274,210
(3,599)
153,772
959,474
(5,787)
201,756
66,958
Net cash (used in) / from operating activities
9
(678,078)
Cash flows from investing activities
Purchase of property, plant and equipment
Net cash (used in) investing activities
Cash flows from financing activities
Proceeds from issue and subscription of shares
Proceeds from issue of options for cash
Payment for share issue costs
Repayment of borrowings
Net cash from / (used in) financing activities
Net increase in cash and equivalents held
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
9
(33,801)
(33,801)
(34,023)
(34,023)
865,390
30,000
(31,500)
(13,480)
850,410
138,531
(2,325)
136,206
-
-
-
(10,000)
(10,000)
22,935
(25,260)
(2,325)
The accompanying notes form part of these financial statements.
25
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
(a)
These financial statements are general purpose financial statements, which have been prepared in accordance with the
requirements of the Corporations Act 2001, Accounting Standards and Interpretations and comply with other requirements
of the law.
The financial statements comprise the financial statements of the Company. For the purposes of preparing the financial
statements, the Company is a for-profit entity.
The accounting policies detailed below have been consistently applied to all of the years presented unless otherwise stated.
The financial statements are for Spectur Limited. Spectur Limited does have any subsidiaries.
The financial statements have been prepared on a historical cost basis. Historical cost is based on the fair values of the
consideration given in exchange for goods and services.
The Company is a listed public company, incorporated and operating in Australia.
Adoption of new and revised standards
(b)
Standards and Interpretations applicable to 30 June 2017
In the year ended 30 June 2017, the Directors have reviewed all of the new and revised Standards and Interpretations
issued by the AASB that are relevant to the Company and effective for the current annual reporting period.
As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards
and Interpretations on the Company and, therefore, no material change is necessary to Company accounting policies.
Standards and Interpretations in issue not yet adopted
The Directors have also reviewed all new Standards and Interpretations that have been issued but are not yet effective for
the year ended 30 June 2017. As a result of this review the Directors have determined that there is no impact, material or
otherwise, of the new and revised Standards and Interpretations on its business and, therefore, no change necessary to
Company accounting policies.
(c)
The financial report was authorised for issued in accordance with a resolution of the Directors on 30 August 2017.
Statement of compliance
The financial report complies with Australian Accounting Standards, which include Australian equivalents to International
Financial Reporting Standards (AIFRS). Compliance with AIFRS ensures that the financial report, comprising the financial
statements and notes thereto, complies with International Financial Reporting Standards (IFRS).
Significant accounting estimates and judgements
(d)
The application of accounting policies requires the use of judgements, estimates and assumptions about carrying values
of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognised in the period in
which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision
affects both current and future periods.
Impairment of intangibles with indefinite useful lives:
The Company determines whether intangibles with indefinite useful lives are impaired at least on an annual basis. This
requires an estimation of the recoverable amount of the cash generating units to which the intangibles with indefinite useful
lives are allocated.
26
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Significant accounting estimates and judgements (continued)
(d)
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 using internal valuation models in
conjunction with the market price of the share-based payments.
Going concern
(e)
Notwithstanding the fact that as at 30 June 2017, the Company has accumulated losses of $1,504,250, the Directors are
of the opinion that the Company will continue as a going concern for the following reasons:
• Subsequent to the year end, the Company completed its IPO and was admitted to the Official List of ASX on 28
July 2017. The Company raised $4,550,000 (before costs) through the issue of 22,500,000 fully paid ordinary
shares at $0.20 each and 5,500,000 unlisted options at $0.01 each. The funds raised will be used to meet the
increase production and sales requirements, geographical expansion, research and development and ongoing
working capital requirements of the Company.
The Company’s ongoing expansion in the East coast of Australia is expected to increase the sales revenue of the
Company.
The Directors will monitor the Company’s revenue and cash flows and do not anticipate the need to raise further
equity in 2018 year. However, any requirement for future capital raising will be reviewed on an ongoing basis.
•
•
Segment reporting
(f)
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the board of Directors of Spectur.
(g)
Both the functional and presentation currency of Spectur is Australian dollars.
Foreign currency translation
Transactions in foreign currencies are initially recorded in the functional currency by applying the exchange rates ruling at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate
of exchange ruling at the balance date. All exchange differences in the financial report are taken to profit or loss with the
exception of differences on foreign currency borrowings that provide a hedge against a net investment in a foreign entity.
These are taken directly to equity until the disposal of the net investment, at which time they are recognised in profit or
loss.
Tax charges and credits attributable to exchange differences on those borrowings are also recognised in equity.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange
rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of
the fair value gain or loss.
Revenue recognition
(h)
Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue are net of
returns, trade allowances, rebates and amounts collected on behalf of third parties.
Sale of goods
Revenue is recognised when the goods are delivered and titles have passed, at which time all the following conditions are
satisfied:
•
•
the Company has transferred to the buyer the significant risks and rewards of ownership of the goods;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership
nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Company; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
•
•
•
27
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
(h)
Interest income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company
and the amount of revenue can be reliably measured. Interest income is accrued on a time basis, by reference to the
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future
cash receipts through the expected life of the financial asset to that assets’ net carrying amount on initial recognition.
Leases
(i)
Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another
systematic basis is more representative of the time pattern in which economic benefits from the leased asset are
consumed. In the event that lease incentives are received to enter into operating leases, such incentives are recognised
as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis,
except where another systematic basis is more representative of the time pattern in which economic benefits from the
leased asset are consumed.
Income tax
(j)
The income tax expense or benefit for the period is the tax payable on the current period’s taxable income based on the
applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to
temporary difference and to unused tax losses.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of
the reporting period. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted by the balance date.
Deferred income tax is provided on all temporary differences at the balance date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
•
•
when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets
and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible
temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised, except:
•
•
when the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss; or
when the deductible temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, in which case a deferred tax asset is only recognised to the extent that it is probable that the
temporary difference will reverse in the foreseeable future and taxable profit will be available against which the
temporary difference can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be
utilised.
28
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income tax (continued)
(j)
Unrecognised deferred income tax assets are reassessed at each balance date and are recognised to the extent that it
has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the
asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted
at the balance date.
Income taxes relating to items recognised directly in equity are recognised in equity and not in profit or loss.
Deferred tax assets and deferred tax liabilities are offset only if a legally enforceable right exists to set off current tax assets
against current tax liabilities and the deferred tax assets and liabilities relate to the same taxable entity and the same
taxation authority.
(k)
Revenues, expenses and assets are recognised net of the amount of GST except:
Other taxes
•
•
when the GST incurred on a purchase of goods and services is not recoverable from the taxation authority, in which
case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as
applicable; and
receivables and payables, which are stated with the amount of GST included.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables
in the statement of financial position.
Cash flows are included in the statement of cash flows on a gross basis and the GST component of cash flows arising
from investing and financing activities, which is recoverable from, or payable to, the taxation authority are classified as
operating cash flows.
Deferred income tax liabilities are recognised for all taxable temporary differences except:
•
•
when the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that
is not a business combination and that, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; or
when the taxable temporary difference is associated with investments in subsidiaries, associates or interests in
joint ventures, and the timing of the reversal of the temporary difference can be controlled and it is probable that
the temporary difference will not reverse in the foreseeable future.
Commitments and contingencies are disclosed net of the amount of GST recoverable from, or payable to, the taxation
authority.
Impairment of tangible and intangible assets other than goodwill
(l)
The Company assesses at each balance date whether there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset is required, the Company makes an estimate of the
asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its value in
use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent
of those from other assets or Company’s of assets and the asset's value in use cannot be estimated to be close to its fair
value.
In such cases the asset is tested for impairment as part of the cash-generating unit to which it belongs. When the carrying
amount of an asset or cash-generating unit exceeds its recoverable amount, the asset or cash-generating unit is
considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment
losses relating to continuing operations are recognised in those expense categories consistent with the function of the
impaired asset unless the asset is carried at revalued amount (in which case the impairment loss is treated as a revaluation
decrease).
29
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment of tangible and intangible assets other than goodwill (continued)
(l)
An assessment is also made at each balance date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is
estimated. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case the carrying
amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount
that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years.
Such reversal is recognised in profit or loss unless the asset is carried at revalued amount, in which case the reversal is
treated as a revaluation increase. After such a reversal the depreciation charge is adjusted in future periods to allocate
the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.
Cash and cash equivalents
(m)
Cash comprises cash at bank and in hand, net of bank overdrafts. Cash equivalents are short term, highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes
in value.
For the purposes of the statement of cash flows, cash and cash equivalents consist of cash and cash equivalents as
defined above.
Trade and other receivables
(n)
Trade receivables are measured on initial recognition at fair value and are subsequently measured at amortised cost using
the effective interest rate method, less any allowance for impairment. Trade receivables are generally due for settlement
within periods ranging from 15 to 30 days.
Impairment of trade receivables is continually reviewed and those that are considered to be uncollectible are written off by
reducing the carrying amount directly. An allowance account is used when there is objective evidence that the Company
will not be able to collect all amounts due according to the original contractual terms. Factors considered by the Company
in making this determination include known significant financial difficulties of the debtor, review of financial information and
significant delinquency in making contractual payments to the Company. The impairment allowance is set equal to the
difference between the carrying amount of the receivable and the present value of estimated future cash flows, discounted
at the original effective interest rate. Where receivables are short-term discounting is not applied in determining the
allowance.
The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. When
a trade receivable for which an impairment allowance had been recognised becomes uncollectible in a subsequent period,
it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against
other expenses in the statement of comprehensive income.
(o)
Inventories are valued at the lower of cost and net realisable value.
Inventories
Costs incurred in bringing each product to its present location and condition is accounted for as follows:
•
•
Raw materials – purchase cost on a first-in, first-out basis; and
Finished goods and work-in-progress – cost of direct materials and labour and a proportion of manufacturing
overheads based on normal operating capacity but excluding borrowing costs.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion
and the estimated costs necessary to make the sale.
Property, plant and equipment
(p)
Plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Such cost
includes the cost of replacing parts that are eligible for capitalisation when the cost of replacing the parts is incurred.
Similarly, when each major inspection is performed, its cost is recognised in the carrying amount of the plant and
equipment as a replacement only if it is eligible for capitalisation.
30
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(p)
Depreciation is calculated on diminishing value basis using the following rates:
Property, plant and equipment (continued)
Motor vehicle
Plant equipment
Office equipment
Camera equipment
25%
10% to 50%
10% to 50%
33.33%
The assets' residual values, useful lives and amortisation methods are reviewed, and adjusted if appropriate, at each
financial year end.
Impairment
The carrying values of plant and equipment are reviewed for impairment at each reporting date, with recoverable amount
being estimated when events or changes in circumstances indicate that the carrying value may be impaired. The
recoverable amount of plant and equipment is the higher of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. For an asset that does not
generate largely independent cash inflows, recoverable amount is determined for the cash-generating unit to which the
asset belongs, unless the asset's value in use can be estimated to approximate fair value. An impairment exists when the
carrying value of an asset or cash-generating unit exceeds its estimated recoverable amount. The asset or cash-generating
unit is then written down to its recoverable amount. For plant and equipment, impairment losses are recognised in the
statement of comprehensive income in the cost of sales line item. However, because land and buildings are measured at
revalued amounts, impairment losses on land and buildings are treated as a revaluation decrement.
Derecognition and disposal
An item of property, plant and equipment is derecognised upon disposal or when no further future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset
is derecognised.
(q)
Intangible assets
Intangible assets acquired separately
Intangible assets acquired separately are recorded at cost less accumulated amortisation and impairment. Amortisation is
charged on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method is
reviewed at the end of each annual reporting period, with any changes in these accounting estimates being accounted for
on a prospective basis.
Internally generated intangible assets – research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. Where no internally-
generated intangible asset can be recognised, development expenditure is recognised as an expense in the period as
incurred.
An intangible asset arising from development (or from the development phase of an internal project) is recognised if, and
only if, all of the following have been demonstrated:
•
•
•
•
•
•
The technical feasibility of completing the intangible asset so that it will be available for use or sale;
The intention to complete the intangible asset and use or sell it;
The ability to use or sell the intangible asset;
How the intangible asset will generate probable future economic benefits;
The availability of adequate technical, financial and other resources to complete development and to use or sell
the intangible asset; and
The ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the
date when the intangible asset first meets the recognition criteria listed above. Subsequent to initial recognition, internally-
generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on
the same basis as intangible assets acquired separately.
31
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
(q)
The following useful lives are used in the calculation of amortisation:
Intangible assets (continued)
Patents
Trademarks
8 years following grant of patent
10 years following grant of trademark
Trade and other payables
(r)
Trade payables and other payables are carried at amortised cost and represent liabilities for goods and services provided
to the Company prior to the end of the financial year that are unpaid and arise when the Company becomes obliged to
make future payments in respect of the purchase of these goods and services. Trade and other payables are presented
as current liabilities unless payment is not due within 12 months.
Borrowings
(s)
Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured
at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is
recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the
establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or
all of the facility will be drawn down. In this case, the fee is deferred until the draw down occurs. To the extent there is no
evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for
liquidity services and amortised over the period of the facility to which it relates.
The fair value of the liability portion of a convertible note is determined using a market interest rate for an equivalent non-
convertible note. This amount is recorded as a liability on an amortised cost basis until extinguished on conversion or
maturity of the note. The remainder of the proceeds is allocated to the conversion option. This is recognised and included
in shareholders’ equity, net of income tax effects.
Borrowings are removed from the statement of financial position when the obligation specified in the contract is discharged,
cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or
transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed,
is recognised in profit or loss as other income or finance costs.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period.
Provisions
(t)
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation. Provisions are not recognised for future operating losses.
When the Company expects some or all of a provision to be reimbursed, for example under an insurance contract, the
reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense
relating to any provision is presented in the statement of comprehensive income net of any reimbursement.
Provisions are measured at the present value or management’s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects the
risks specific to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as an interest expense.
Share-based payment transactions
(u)
Equity settled transactions
The Company provides benefits to employees (including senior executives) of the Company in the form of share-based
payments, whereby employees render services in exchange for shares or rights over shares (equity-settled transactions).
32
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Share-based payment transactions (continued)
(u)
Equity settled transactions (continued)
The Company has the following plan in place:
•
the Employee Incentive Plan (EIP), which provides benefits to Directors and senior executives and is governed by
the Employee Incentive Plan Rules.
The cost of these equity-settled transactions with employees is measured by reference to the fair value of the equity
instruments at the date at which they are granted. The fair value is determined by internal valuation using a Black-Scholes
model.
In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to
the price of the shares of Company (market conditions) if applicable.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in
which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become
fully entitled to the award (the vesting period).
The cumulative expense recognised for equity-settled transactions at each balance date until vesting date reflects (i) the
extent to which the vesting period has expired and (ii) the Company’s best estimate of the number of equity instruments
that will ultimately vest. No adjustment is made for the likelihood of market performance conditions being met as the effect
of these conditions is included in the determination of fair value at grant date. The statement of comprehensive income
charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of
that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is only conditional upon
a market condition.
If the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been
modified. In addition, an expense is recognised for any modification that increases the total fair value of the share-based
payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification.
If an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet
recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award and
designated as a replacement award on the date that it is granted, the cancelled and new award are treated as if they were
a modification of the original award, as described in the previous paragraph.
The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per
share.
Cash settled transactions:
The Company also provides benefits to employees in the form of cash-settled share-based payments, whereby employees
render services in exchange for cash, the amounts of which are determined by reference to movements in the price of the
shares of Company.
The cost of cash-settled transactions is measured initially at fair value at the grant date using the Black-Scholes formula
taking into account the terms and conditions upon which the instruments were granted. This fair value is expensed over
the period until vesting with recognition of a corresponding liability. The liability is remeasured to fair value at each balance
date up to and including the settlement date with changes in fair value recognised in profit or loss.
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. Incremental costs directly attributable to the issue of new
shares or options for the acquisition of a new business are not included in the cost of acquisition as part of the purchase
consideration.
Dividends
(v)
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion
of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
33
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings per share
(w)
Basic earnings per share is calculated as net profit attributable to members of the parent, adjusted to exclude any costs
of servicing equity (other than dividends) and preference share dividends, divided by the weighted average number of
ordinary shares, adjusted for any bonus element.
Diluted earnings per share is calculated as net profit attributable to members of the parent, adjusted for:
•
•
•
costs of servicing equity (other than dividends) and preference share dividends;
the after tax effect of dividends and interest associated with dilutive potential ordinary shares that have been
recognised as expenses; and
other non-discretionary changes in revenues or expenses during the period that would result from the dilution of
potential ordinary shares; divided by the weighted average number of ordinary shares and dilutive potential ordinary
shares, adjusted for any bonus element.
NOTE 2: SEGMENT REPORTING
The Company only operated in one segment, being design, development, manufacture and selling Remote Solar 3G/4G
based Security Camera networks and associated products and services.
NOTE 3: REVENUE AND EXPENSES
(a) Revenue
Sales
Hardware
Server access and data plan
Monitoring
Equipment rental and repairs
Total
(b) Research and Development expenses*
Consulting and development fees
Supplies
Total
30 June 2017
$
30 June 2016
$
961,669
233,413
44,853
92,746
1,332,681
506,585
18,917
525,502
733,084
135,614
37,705
28,917
935,320
346,172
21,680
367,852
* Research and Development expenses relate to direct expenses only and it should be noted that a portion of Other Costs
may be considered R&D expenses for tax purposes.
NOTE 4: INCOME TAX
(a) Income tax benefit
30 June 2017
$
30 June 2016
$
204,562
153,771
(b) Numerical reconciliation between tax-benefit and pre-tax net loss
(Loss) from ordinary activities
Income tax using the Company’s domestic tax rate of 27.5% (2016:28.5%)
Effect of items that are not assessable/deductible in determining taxable loss:
- Non-deductible expenses
- Non-assessable income
- Other deductible expenses
Tax losses for which no deferred tax asset was recognised
Income tax benefit relating to R&D claim
Income tax benefit attributable to entity
(631,063)
(173,542)
167,626
4,347
(19,104)
20,673
(204,562)
(204,562)
(220,742)
(62,911)
215,359
22,862
(3,198)
-
(325,883)
(153,771)
34
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 4: INCOME TAX (continued)
(c) Unrecognised deferred tax
Tax losses for which no deferred tax
asset has been recognised
Losses available for offset against future
taxable income
Total
Potential tax benefits at 27.5%
30 June 2017
$
30 June 2016
$
75,173
75,173
20,673
-
-
-
The benefit of deferred tax assets not brought to account will only be brought to account if:
•
•
•
future assessable income is derived of a nature and of an amount sufficient to enable the benefit to be realised;
the conditions for deductibility imposed by tax legislation continue to be complied with; and
no changes in tax legislation adversely affect the Company in realising the benefit.
(d) Income tax recognised in profit or loss
Current tax expense/(income)
Deferred tax expense/(income)
Tax losses not recognised
Income tax benefit relating to R&D claim
Net income tax benefit
NOTE 5: ISSUED CAPITAL
30 June 2017
$
30 June 2016
$
(31,547)
10,874
20,673
(204,562)
(204,562)
160,508
11,604
-
(325,883)
(153,771)
As at 30 June 2017, the Company had the following issued share capital:
30 June 2017
Number
$
30 June 2016
Number
$
Fully paid ordinary shares
Partially paid ordinary shares
17,500,000
-
17,500,000
1,936,890
-
1,936,890
1,098,625
1,900,000
2,998,625
1,109,000
19,000
1,128,000
Movement of issued share capital:
Balance at beginning of year
Buy-back of partly paid shares
Issue of new shares in exchange for partly
paid shares bought back
Share subdivision – 10 for 1 share
10c seed capital raising
16c seed capital raising
2nd 16c seed capital raising
Share issue costs
Balance at end of year
2,998,625
(1,900,000)
1,128,000
(19,000)
2,998,625
-
1,218,000
-
19,000
10,058,625
2,500,000
3,323,750
500,000
-
17,500,000
19,000
-
250,000
531,800
80,000
(52,910)
1,936,890
-
-
-
-
-
-
2,998,625
-
-
-
-
-
-
1,128,000
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion
to the number of and amounts paid on the shares held.
On a show of hands every holder of ordinary shares present at a meeting in person or proxy, is entitled to one vote, and
upon a poll each share is entitled to one vote.
Ordinary shares have no par value and the Company does not have a limited amount of authorised capital.
35
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 6: COMPANY OPTIONS
30 June 2017
Number
$
30 June 2016
Number
$
Movement of issued share capital:
Balance at beginning of year
Issued during the year to an employee at
nil consideration before the EIP
Cancellation of options
Issued during the year for cash
consideration
Issued during the year to employees
under the EIP
Issued on during the year to consultants
Lapsed unexercised
Balance at end of year
200,000
50,000
(250,000)
-
-
-
6,000,000
30,000
2,050,000
800,000
-
8,850,000
20,500
8,000
-
58,500
200,000
-
-
-
-
-
-
200,000
-
-
-
-
-
-
-
(i) In prior years, the Company issued 200,000 options to Venture Skills Pty Ltd at Nil consideration. The options
have an exercise price of $1.00 per share and expire on 30 March 2019. On 30 January 2017, the Company
cancelled the 200,000 options above. On 19 May 2017, 250,000 New Options were issued, which will entitle
Venture Skills Pty Ltd to subscribe for 1 fully paid ordinary share in the Company at an exercise price of $0.20
each on or before 31 December 2020. These options were allocated a market value of $0.01 each, consistent
with the offer under the prospectus.
(ii) On 5 August 2016, the Company issued 50,000 options to an employee during the year at Nil consideration. The
options have an exercise price of $1.50 per share and expire on 30 June 2019. On 30 January 2017, Company
cancelled the 50,000 options above. On 19 May 2017, 450,000 New Options were issued under the Employee
Incentive Plan. The options entitle the employee to subscribe for 1 fully paid ordinary share in the Company at an
exercise price of $0.20 each on or before 31 December 2020. These options were allocated a market value of
$0.01 each, consistent with the offer under the prospectus.
(iii) On 20 March 2017, the Company issued 4,000,000 options to the respective nominees of two of its directors at
$0.005 to raise $20,000. On 10 April 2017, the Company issued a further 2,000,000 options at $0.005 to raise
$10,000 to its lead manager and its nominees.
(iv) 1,600,000 options were issued at nil consideration to employees of the Company subject to the conditions of the
offer and the Employee Incentive Plan. These options were allocated a market value of $0.01 each, consistent
with the offer under the prospectus.
(v) 550,000 options were issued at nil consideration to consultants of the Company for services provided to the
Company. These options were allocated a market value of $0.01 each, consistent with the offer under the
prospectus.
(vi) No Options were exercised nor lapsed during the half year ended 31 December 2016 and the year ended 30 June
2016.
36
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 7: PERFORMANCE RIGHTS
As at 30 June 2017, the following performance rights were on issue:
30 June 2017
Number
$
30 June 2016
Number
$
Performance rights issued
Movement of issued share capital:
Balance at beginning of year
Issue of performance rights to directors
Balance at end of year
20,000,000
20,000,000
-
20,000,000
20,000,000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
On 20 March 2017, the following Performance Rights were issued to the respective directors. On 26 April 2017, the Board
of Directors approved the resolution to amend the Tranche 3 vesting condition.
a. 10,000,000 Performance Rights to Mr. Charles Richard Wilkins, and
b. 10,000,000 Performance Rights to Mr. Peter Holton,
The performance rights have the following vesting conditions (which were updated on 26 April 2017):
(i) Tranche 1 – 33 1/3% - The total Revenue for the year ended 30 June 2018 being at least $1.75 million;
(ii) Tranche 2 – 33 1/3% - The total Revenue for the year ended 30 June 2019 being at least $3.5 million; and
(iii) Tranche 3 – 33 1/3% - The total Revenue for the year ended 30 June 2020 being at least $7 million.
Currently, there are no reasonable grounds in which to assess the likelihood of the various performance milestones being
met. The Company assessed that there is a high level of uncertainty whether the performance milestones referred to above
will be met due to the difficulty in the assessment of the potential for future short term revenue as this is largely dependent
on the Company successfully expanding its operations. The Company does not consider to have a reasonable basis to
reliably forecast future revenue at the reporting date.
Therefore at the reporting date, the Company does not consider that it is probable that the performance milestones will be
met (this being the best available estimate) and as such no value has been assigned to the performance rights as at the
reporting date. The Company, in accordance with AASB 2 Share based payments, continuously reassess the probability of
each performance milestone being achieved up until the expiry of the performance rights.
37
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 8: LOSS PER SHARE
Basic and diluted loss per share
Basic loss per share (cents per share)
Loss
Losses used in the calculation of basic and diluted loss per share is as follows:
Losses
30 June 2017
Cents per
share
30 June 2016
Cents per
share
(3.31)
(0.60)
30 June 2017
$
30 June 2016
$
(426,502)
(66,971)
Weighted average number of ordinary shares
The weighted average number of ordinary shares used in the calculation of basic and diluted loss per share is as follows:
Weighted average number of ordinary shares for the purpose of
basic loss per share
NOTE 9: CASH AND CASH EQUIVALENTS
30 June 2017
Number
30 June 2016
Number
12,866,362
11,157,250
Reconciliation to the Statement of Cash Flows:
For the purposes of the statement of cash flows, cash and cash equivalents comprise cash on hand and at bank, net of
outstanding bank overdrafts.
Cash and cash equivalents as shown in the statement of cash flows is reconciled to the related items in the statement of
financial position as follows:
Cash at hand and in bank
Cash in bank – share subscriptions held on trust1
Bank overdraft (Note 14)
Net cash and cash equivalents
30 June 2017
$
30 June 2016
$
111,206
25,000
136,206
-
136,206
-
-
-
(2,325)
(2,325)
As at 30 June 2017, the Company has terminated its overdraft facility (unutilised overdraft facility amounting to $57,675 as
at 30 June 2016).
1 Cash in bank includes $25,000 which relates to equity application funds held on behalf of investors for unissued securities.
A corresponding current liability was recorded for $25,000 as funds owed to investors until such time as shares had been
validly issued under the prospectus dated 19 June 2017.
38
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 9: CASH AND CASH EQUIVALENTS (continued)
Reconciliation of loss after tax to net cash outflow from operating activities:
Loss for the year
Adjustment for non-cash income and expense items
Depreciation and amortisation
Accrued R&D refund receivable
R&D refund received
Loss on disposal of property and equipment
Share-based payment expense
Change in assets and liabilities
Increase in trade and other receivables
Increase in inventories
Increase in trade and other payables
Net cash (outflow) / inflow from operating activities
NOTE 10: TRADE AND OTHER RECEIVABLES
Trade receivables
GST
Prepayments
IPO prepayments
Advances to suppliers
R&D refund receivable
Total
30 June 2017
$
30 June 2016
$
(426,502)
(66,971)
20,227
(204,562)
153,772
3,111
28,500
(319,153)
(176,011)
242,540
(678,078)
12,540
-
201,756
-
-
(129,617)
-
49,250
66,958
30 June 2017
$
30 June 2016
$
130,345
38,753
6,827
191,699
21,165
204,562
593,351
69,635
-
-
-
-
153,772
223,407
In determining the recoverability of a trade receivable, the Company considers any changes in the credit quality of the trade
receivable from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due
to the customer base being large and unrelated. Accordingly, the Directors believe that there is no requirement for a credit
provision nor an allowance for impairment.
IPO prepayments represents amounts paid and payable as part of the IPO process. The IPO was completed subsequent
to the year end and these were transferred to capital raising fees upon issuance of the shares.
NOTE 11: INVENTORIES
Work in progress and parts
Finished goods
Total
30 June 2017
$
30 June 2016
$
102,636
73,375
176,011
-
-
-
39
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 12: PROPERTY, PLANT AND EQUIPMENT
Camera
equipment
$
Plant and
equipment
$
Office
equipment
$
Motor
Vehicles
$
Total
$
1,678
13,725
(2,311)
13,092
13,092
12,021
(749)
(6,009)
18,355
2,967
5,013
4,747
15,285
11,080
-
20,472
34,023
(1,337)
(5,465)
(2,770)
(11,883)
6,643
6,643
2,985
-
14,567
8,310
14,567
3,924
-
8,310
20,620
(8,111)
42,612
42,612
39,550
(8,860)
(1,497)
(7,191)
(4,874)
(19,571)
8,131
11,300
15,945
53,731
Balance at 1 July 2015
Additions
Depreciation charge for
the year
Balance at 30 June
2016
Balance at 1 July 2016
Additions
Disposal
Depreciation charge for
the year
Balance at 30 June
2017
NOTE 13: INTANGIBLES
30 June 2017
$
30 June 2016
$
Intangibles consist of patents and trademarks granted to the Company
Balance at the beginning of the year
Amortisation during the year
Balance at end of year
3,517
(656)
2,861
4,174
(657)
3,517
Patents that have lapsed or are forfeited and are not rolled into new patents have been impaired and moved to an expense
in the year the patents lapsed/expired.
NOTE 14: TRADE AND OTHER PAYABLES
Bank overdrafts
Trade and other payables
Accounts payable (i)
Accruals
Advances from customers
Unearned revenue
Share subscriptions received
Other payables
Total
30 June 2017
$
30 June 2016
$
-
2,325
267,139
31,330
10,972
104,622
25,000
31,957
471,020
36,590
36,648
12,797
75,209
-
42,236
205,805
(i) Trade payables are non-interest bearing and are normally settled on 30-day terms.
40
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 15: LOANS PAYABLE
Loans payable
30 June 2017
$
30 June 2016
$
-
13,480
Loans payable represent amounts received from the Company’s Director and key management personnel for working
capital requirements. The loan from the Company’s Director bears no interest. During the year ended 30 June 2016, the
Company paid $667 as interest on the loan to the key management personnel (2015: 1,750). The loans were fully repaid
on 9 February 2017.
NOTE 16: SIGNIFICANT EVENTS AFTER THE REPORTING DATE
On 25 July 2017, the Company closed the Offers under the Prospectus and issued 22,500,000 shares amounting to
$4,500,000 (before costs) to the subscribers of the Share Offer and 5,500,000 unlisted options amounting to $55,000
(before costs) to the subscribers of the Option Offer.
On 25 July 2017, the Company also issued 1,000,000 shares and 1,000,000 performance rights to Alto Capital or their
nominees pursuant to the Lead Manager Agreement.
On 28 July 2017, the Company was admitted to the Official List of ASX Limited, with official quotation commencing on 1
August 2017.
Other than noted above, there has been no additional matter or circumstance that has arisen after balance date that has
significantly affected, or may significantly affect, the operations of the Company, the results of those operations, or the state
of affairs of the Company in future financial periods.
NOTE 17: DIVIDENDS
The directors of the Company have not declared any dividend for the years ended 30 June 2017 and 2016.
NOTE 18: COMMITMENTS
As at 30 June 2017, the Company had the following commitments:
Lease commitments
Not longer than 1 year
Longer than 1 year and shorter than 5 years
Total
The lease commitments refer to the lease of the following premises:
30 June 2017
$
30 June 2016
$
114,313
216,452
330,765
28,646
36,575
65,221
(i)
(ii)
(iii)
Unit 10/14 Merino Entrance, Cockburn Central WA 6164 (current head office);
Unit 2/6 Merino Entrance, Cockburn Central WA 6164 (proposed new head office); and
20 Enterprise Way, Sunshine West VIC 3020 (Melbourne branch).
41
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 19: FINANCIAL INSTRUMENTS
a) Overview
The Company's principal financial instruments comprise receivables, payables, cash and bank overdrafts. The main risks
arising from the Company's financial instruments are credit risk, liquidity risk, interest rate risk and foreign currency risk.
This note presents information about the Company's exposure to each of the above risks, its objectives, policies and
processes for measuring and managing risk, and the management of capital. Other than as disclosed, there have been no
significant changes since the previous financial year to the exposure or management of these risks.
The Company manages its exposure to key financial risks in accordance with the Company's risk management policy. Key
financial risks are identified and reviewed annually and policies are revised as required. The overall objective of the
Company's risk management policy is to recognise and manage risks that affect the Company and to provide a stable
financial platform to enable the Company to operate efficiently.
The Company does not enter into derivative transactions to mitigate the financial risks. In addition, the Company's policy is
that no trading in financial instruments shall be undertaken for the purposes of making speculative gains. As the Company's
operations change, the Directors will review this policy periodically going forward.
The Directors have overall responsibility for the establishment and oversight of the risk management framework. The
Directors review and approve policies for managing the Company's financial risks as summarised below.
Categories of financial instruments
Financial assets
Cash on hand and in bank
Trade and other receivables
Total
Financial liabilities
Trade and other payables
Borrowings
Total
30 June 2017
$
30 June 2016
$
136,206
593,351
729,557
471,020
-
471,020
-
223,407
223,407
205,805
13,480
219,285
b) Capital risk management
The Company manages its capital to ensure that it will be able to continue as a going concern while maximising the return
to stakeholders through the optimisation of the debt and equity balance. The Company’s overall strategy remains unchanged
from prior years. The capital structure of the Company consists of debt, cash and cash equivalents and equity, comprising
issued capital, reserves and retained earnings (accumulated losses). Operating cash flows are used to maintain and expand
operations, as well as to make routine expenditures such as tax, dividends and general administrative outgoings.
Gearing levels are reviewed by the Board on a regular basis in line with its target gearing ratio, the cost of capital and the
risks associated with each class of capital.
c) Credit Risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient
collateral where appropriate, as a means of mitigating the risk of financial loss from defaults.
The Company only transacts with entities that are rated the equivalent of investment grade and above. This information is
supplied by independent rating agencies where available and, if not available, the Company uses publicly available financial
information and its own trading record to rate its major customers.
The Company does not have any significant credit risk exposure to any single counterparty or any Company of
counterparties having similar characteristics.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations. This arises principally from cash and cash equivalents and trade and other receivables.
42
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 19: FINANCIAL INSTRUMENTS (continued)
c) Credit Risk (continued)
There are no significant concentrations of credit risk within the Company. The carrying amount of the Company's financial
assets represents the maximum credit risk exposure, as represented below:
Cash on hand and in bank
Trade and other receivables
Total
30 June 2017
$
30 June 2016
$
136,206
593,351
729,557
-
223,407
223,407
Trade and other receivables are comprised primarily of trade receivables, R&D and GST refunds due. Where possible the
Company trades only with recognised, creditworthy third parties. It is the Company's policy that all customers who wish to
trade on credit terms are subject to credit verification procedures.
With respect to credit risk arising from cash and cash equivalents, the Company's exposure to credit risk arises from default
of the counter party, with a maximum exposure equal to the carrying amount of these instruments.
d) Interest Rate Risk
The Company's exposure to the risk of changes in market interest rates relates primarily to the bank overdrafts with floating
interest rate.
These financial assets with variable rates expose the Company to cash flow interest rate risk. All other financial assets and
liabilities, in the form of receivables and payables are non-interest bearing.
At the reporting date, the interest rate profile of the Company's interest-bearing financial instruments was:
Interest-bearing financial instruments
Bank balances
Bank overdrafts
Total
30 June 2017
$
30 June 2016
$
25,000
-
25,000
-
(2,325)
(2,325)
The Company currently does not engage in any hedging or derivative transactions to manage interest rate risk.
Interest rate sensitivity
A sensitivity of 0.1% (10 basis points) has been selected as this is considered reasonable given the current level of both
short term and long term interest rates. A 1% (100 basis points) movement in interest rates at the reporting date would
have increased (decreased) equity and profit and loss by the amounts shown below. This analysis assumes that all other
variables, in particular foreign currency rates, remain constant. The analysis is performed on the same basis for 2017.
30 June 2017
Bank balances
30 June 2016
Bank overdraft
Profit or loss
100bp
Increase
100bp
Decrease
250
(23)
(250)
23
43
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 19: FINANCIAL INSTRUMENTS (continued)
e) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Board's
approach to managing liquidity is to ensure, as far as possible, that the Company will always have sufficient liquidity to meet
its liabilities when due by continuously monitoring forecast and actual cash flows and matching the maturity profiles of
financial assets and liabilities.
The contractual maturities of financial liabilities, including estimated interest payments, are provided below. There are no
netting arrangements in respect of financial liabilities.
30 June 2017
Financial Liabilities
Bank overdraft
Trade and other payables
Loans payable
Total
30 June 2016
Financial Liabilities
Bank overdraft
Trade and other payables
Loans payable
Total
f) Foreign Exchange Risk
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
-
471,020
-
471,020
-
-
-
-
-
-
-
-
-
-
-
-
-
471,020
-
471,020
≤6 Months
$
6-12 Months
$
1-5 Years
$
≥5 Years
$
Total
$
2,325
203,480
13,480
219,285
-
-
-
-
-
-
-
-
-
-
-
-
2,325
203,480
13,480
219,285
The Company's has an exposure to foreign exchange rates given that the Company purchases materials and parts from
overseas suppliers as part of the manufacturing process of the solar camera systems. A fluctuation in foreign exchange
rates may affect the cost base of the solar camera systems. The carrying amounts of the Company’s foreign currency
denominated monetary liabilities as at the reporting date expressed in Australian dollars are as follows:
30 June 2017
$
30 June 2016
$
US dollar denominated balances
-
3,467
Foreign currency sensitivity analysis
The sensitivity analysis below details the Company’s sensitivity to an increase/decrease in the Australian Dollar against the
United States Dollar. The sensitivity analysis includes only outstanding foreign currency denominated monetary items. A
100 basis point is the sensitivity rate used when reporting foreign currency risk internally to management and represents
management’s assessment of the possible change in foreign exchange rates.
At reporting date, if foreign exchange rates had been 100 basis points higher or lower and all other variables held constant,
the Company’s loss will increase/decrease by $Nil (2016: $347); and net assets will increase/decrease by $Nil (2016: $347).
There were no outstanding foreign currency denominated liabilities as at 30 June 2017. The Company’s sensitivity to
foreign exchange rates has not changed significantly from prior year.
g) Fair values
The net fair value of financial assets and financial liabilities approximates their carrying value. The methods for estimating
fair value are outlined in the relevant notes to the financial statements.
NOTE 20: CONTINGENT LIABILITIES
The Company had no contingent liabilities as at the reporting date.
44
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 21: SHARE-BASED PAYMENTS
a) Recognised Share-based Payment Expense
From time to time, the Company provides Incentive Options to officers, employees, consultants and other key advisors as
part of remuneration and incentive arrangements. The number of options granted, and the terms of the options granted
are determined by the Board. Shareholder approval is sought where required. During the past two years, the following
equity-settled share-based payments have been recognised:
30 June 2017
$
30 June 2016
$
Expense arising from equity-settled share-based payment transactions
Net share based payment expense/(income) recognised in the profit or
loss
28,500
28,500
-
-
b) Summary of Options Granted as Share-based Payments
The following table illustrates the number and weighted average exercise prices (WAEP) of Incentive Options granted as
share-based payments at the beginning and end of the financial year:
Outstanding at beginning of year
Granted by the Company during the year
Granted by the Company during the year
Cancelled during the year
Cancelled during the year
Outstanding at end of year
e) Option Pricing Model
30 June 2017
30 June 2016
Number
WAEP
Number
WAEP
200,000
2,850,000
50,000
(50,000)
(200,000)
$1.00
0.20
(1.50)
(1.50)
(1.00)
200,000
$1.00
-
-
-
-
-
-
-
-
2,850,000
$0.20
200,000
$1.00
The fair value of the equity-settled share options granted is estimated as at the date of grant using an internal valuation
methodology taking into account the terms and conditions upon which the options were granted. In conjunction to the
internal valuation model, the Board gave consideration to the market price for options being issued at arm’s length during
and since the end of the reporting date.
Options granted as share-based payments to consultants and employees were issued for nil consideration. However, these
options were allocated a market value of $0.01 each, consistent with the option offer under the Prospectus issued on 19
June 2017.
NOTE 22: RELATED PARTY DISCLOSURES
The Group’s related parties include Key Management and others as described below.
Transactions with Key Management Personnel
The aggregate compensation made to Directors and other Key Management Personnel of the Company is set out below:
Short-term employee benefits
Share-based payment
Total
30 June 2017
$
546,834
10,500
557,334
30 June 2016
$
352,114
-
352,114
45
SPECTUR LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2017
NOTE 22: RELATED PARTY DISCLOSURES (continued)
Other transactions with Key Management Personnel
No member of Key Management Personnel appointed during the period received a payment as part of his or her
consideration for agreeing to hold the position.
The Company used the consultancy and management services of Richard Wilkins and Peter Holton through Space
Nominees Pty Ltd and Chelsea Brook Pty Ltd, respectively, over which they exercise significant influence on. The amounts
billed relating to their consultancy and management services, included in short-term employee benefits above, amounted
to $380,000 (2016: $271,000). Total amount outstanding and payable as at 30 June 2017 for the abovementioned services
amounted to $11,000 (2016: $16,500).
In addition, Dr Nick Le Marshall provided technical and development services through a related entity, Burtek Pty Ltd
(Burtek) to the Company. During the year, a total of $126,585 was recognised as an expense by the Company for technical
and development services, associated services and reimbursements (2016: $81,114). As at 30 June 2017, $8,348 is
payable to Burtek (2016: $12,537).
NOTE 23: AUDITOR’S REMUNERATION
The auditor of Spectur Limited is HLB Mann Judd.
Audit or review of the financial statements*
Other services – Investigating Accountants’ Report
Total
30 June 2017
$
30 June 2016
$
29,000
10,000
39,000
-
-
-
The audit fees paid and accrued in 2017 relate to the audits of the Company’s financial statements for the years ended 30
June 2017, 2016 and 2015; and for the half year ended 31 December 2016.
46
SPECTUR LIMITED
DIRECTORS’ DECLARATION
1.
In the opinion of the Directors of Spectur Limited (“Spectur” or the “Company”):
a.
the accompanying financial statements and notes are in accordance with the Corporations Act 2001 including:
i.
ii.
giving a true and fair view of the Company’s financial position as at 30 June 2017 and of its
performance for the year then ended in accordance with the accounting policies described in the notes
to the financial statements; and
complying with Australian Accounting Standards, the Corporations Regulations 2001, professional
reporting requirements and other mandatory requirements.
b.
c.
there are reasonable grounds to believe that the Company will be able to pay its debts as and when they
become due and payable.
the financial statements and notes thereto are in accordance with International Financial Reporting Standards
issued by the International Accounting Standards Board.
2.
This declaration has been made after receiving the declarations required to be made to the Directors in accordance
with Section 295A of the Corporations Act 2001 for the financial year ended 30 June 2017.
This declaration is signed in accordance with a resolution of the board of Directors.
______________________________
Charles Richard Wallace Wilkins
Director
Dated this 30 August 2017
.
47
INDEPENDENT AUDITOR’S REPORT
To the Members of Spectur Limited
REPORT ON THE AUDIT OF THE FINANCIAL REPORT
Opinion
We have audited the financial report of Spectur Limited (“the Company”) which comprises the
statement of financial position as at 30 June 2017, the statement of profit or loss and other
comprehensive income, the statement of changes in equity and the statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant accounting
policies, and the directors’ declaration.
In our opinion, the accompanying financial report of the Company is in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the Company’s financial position as at 30 June 2017 and of its
financial performance for the year then ended; and
b) complying with Australian Accounting Standards and the Corporations Regulations 2001.
Basis for opinion
We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Report section of our report. We are independent of the Company in accordance with the auditor
independence requirements of the Corporations Act 2001 and the ethical requirements of the
Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional
Accountants (“the Code”) that are relevant to our audit of the financial report in Australia. We have
also fulfilled our other ethical responsibilities in accordance with the Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial report of the current period. These matters were addressed in the context of
our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
HLB Mann Judd (WA Partners hip) ABN 2 2 1 9 3 2 3 2 7 1 4
Level 4 130 Stirling Street Perth WA 6000 | PO Box 8124 Perth BC WA 6849 | Telephone +61 (08) 9227 7500 | Fax +61 (08) 9227 7533
Email: mailbox@hlbwa.com.au | Website: www.hlb.com.au
Liability limited by a scheme approved under Professional Standards Legislation
HLB Mann Judd (WA Partnership) is a member of International, a world-wide organisation of accounting firms and business advisers
48
Key Audit Matter
How our audit addressed the key audit matter
Going Concern Refer to Note 1(e)
As at 30 June 2017, the Company had net assets
of $286,578 and was in the process of preparing
for listing on the Australian Stock Exchange.
The going concern basis of accounting was a key
audit matter due to the potential for a material
uncertainty relating to this matter.
Our procedures included, but were not limited to:
We noted that subsequent to year end completed its
IPO and was admitted to the official list of the ASX,
raising $4,550,000. We agreed the cash receipts to
supporting documentation and assessed the
reasonableness of forecast expenditure.
Recognition and Measurement – Revenue Refer to Note 1(h)
This is a key audit matter as revenue is the most
significant account balance in the statement of
profit or loss and other comprehensive income.
We focussed on this matter due to the size and
nature of the transactions.
Our procedures included, but were not limited to:
We performed substantive testing to ensure that
revenue had been recognised accurately.
We performed sales cut off testing to ensure revenue
had been recorded in the correct period.
We performed testing on unearned revenue to
ensure that the balance was accurate.
Information other than the financial report and auditor’s report thereon
The directors are responsible for the other information. The other information comprises the
information included in the Company’s annual report for the year ended 30 June 2017, but does not
include the financial report and our auditor’s report thereon.
Our opinion on the financial report does not cover the other information and accordingly we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial report, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial
report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the directors for the financial report
The directors of the Company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error.
In preparing the financial report, the directors are responsible for assessing the ability of the Company
to continue as a going concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
49
Auditor’s responsibilities for the audit of the financial report
Our objectives are to obtain reasonable assurance about whether the financial report as a whole is
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with Australian Auditing Standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of this financial report.
As part of an audit in accordance with the Australian Auditing Standards, we exercise professional
judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial report, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
Obtain an understanding of internal control relevant to the audit 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 Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial report or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial report, including the
disclosures, and whether the financial report represents the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with the directors, we determine those matters that were of most
significance in the audit of the financial report of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter
should not be communicated in our report because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest benefits of such communication.
50
Report on the remuneration report
Opinion on the remuneration report
We have audited the Remuneration Report included in pages 11 to 19 of the directors’ report for the
year ended 30 June 2017.
In our opinion, the Remuneration Report of Spectur Limited for the year ended 30 June 2017
complies with section 300A of the Corporations Act 2001.
Responsibilities
The directors of the Company are responsible for the preparation and presentation of the
Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our
responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in
accordance with Australian Auditing Standards.
HLB Mann Judd
Chartered Accountants
Perth, Australia
30 August 2017
N G Neill
Partner
51
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT
This Corporate Governance summary discloses the extent to which the Company will follow the recommendations set by
the ASX Corporate Governance Council in its publication Corporate Governance Principles and Recommendations (3rd
Edition) (Recommendations). The Recommendations are not mandatory, however the Recommendations that have not
been followed have been identified and reasons have been provided for not following them.
The Company’s Corporate Governance Plan has been posted on the Company’s website at www.spectur.com.au.
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
Principle 1: Lay solid foundations for management and oversight
Recommendation 1.1
A listed entity should disclose:
(a) the respective roles and responsibilities of its
board and management; and
(b) those matters expressly reserved to the board
and those delegated to management.
Yes
Spectur has adopted a Board Charter which
discloses the roles and responsibilities of the
Board and senior management.
for
(and any
the Board
the Board Charter,
Under
is
responsible
the overall operation and
future
stewardship of Spectur
subsidiaries), including charting the direction,
strategies and financial objectives for Spectur,
monitoring the implementation of those policies,
and
financial
strategies and
monitoring
regulatory
requirements and ethical standards.
objectives,
with
compliance
Recommendation 1.2
A listed entity should:
Yes
(a) undertake appropriate checks before appointing
a person, or putting forward to security holders a
candidate for election, as a director; and
(b) provide security holders with all material
information relevant to a decision on whether or
not to elect or re-elect a director.
The Board Charter is available on Spectur’s
website.
Spectur will conduct background checks of
candidates for new Director positions prior to their
for election by
appointment or nomination
to good
Shareholders,
character, experience, education, qualifications,
criminal history and bankruptcy.
including checks as
Spectur does not propose to conduct specific
checks prior to nominating an existing Director for
re-election by Shareholders at a general meeting
on the basis that this is not considered necessary
given that each Director was required to submit to
the ASX ‘good fame and character’ assessment
during Spectur’s admission to the Official List of
ASX.
As a matter of practice, Spectur will include in its
notices of meeting a brief biography and other
material information in relation to each Director
who stands for election or re-election, including
professional
relevant
experience of
for
consideration by Shareholders.
and
the nominated Director
qualifications
Recommendation 1.3
Yes
A listed entity should have a written agreement with
each director and senior executive setting out the
terms of their appointment.
Spectur engages or employs its Directors and
other
senior management under written
agreements setting out key terms and otherwise
governing their engagement or employment by
Spectur.
Each Executive Director is employed pursuant to
a written employment agreement and each Non-
Executive Director
is engaged under an
engagement letter.
52
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
Yes
The Company Secretary reports directly, and is
accountable, to the Board through the Chairperson
in relation to all governance matters.
The Company Secretary advises and supports the
Board members on general governance matters,
implements adopted governance procedures, and
coordinates circulation of meeting agendas and
papers.
No
Given Spectur’s size and its stage of development,
Spectur has not adopted a formal diversity policy at
this stage.
Spectur has a policy to select the best available
officers and staff for each relevant position in a non-
discriminatory manner based on merit.
Notwithstanding this, the Board respects and
values the benefits that diversity (e.g. gender, age,
ethnicity, cultural background, disability and
martial/family status etc) brings in relation to
thereby
expanding Spectur’s perspective and
improving corporate performance,
increasing
Shareholder value and maximising the probability
of achieving Spectur’s objectives.
The Board is committed to developing a diverse
workplace where appointments or advancements
are made on a fair and equitable basis.
Recommendation 1.4
The company secretary of a listed entity should be
accountable directly to the board, through the chair,
on all matters to do with the proper functioning of the
board.
Recommendation 1.5
A listed entity should:
(a) have a diversity policy which
for
includes
requirements
the board or a relevant
committee of the board to set measurable
objectives for achieving gender diversity and to
assess annually both the objectives and the
entity’s progress in achieving them;
(b) disclose that policy or a summary of it; and
(c) disclose as at the end of each reporting period
the measurable objectives for achieving gender
the board or a relevant
diversity set by
committee of the board in accordance with the
entity’s diversity policy and its progress towards
achieving them, and either:
(1) the respective proportions of men and
women on the board, in senior executive
positions and across the whole organisation
(including how the entity has defined “senior
executive” for these purposes); or
(2) if the entity is a “relevant employer” under
the Workplace Gender Equality Act, the
entity’s most
“Gender Equality
Indicators”, as defined in and published
under that Act.
recent
Recommendation 1.6
A listed entity should:
(a) have and disclose a process for periodically
evaluating the performance of the board, its
committees and individual directors; and
(b) disclose, in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in accordance
with that process.
Yes
Spectur has adopted in its Board Charter a process
for evaluation of the Board, its committees and
individual Directors. This process is conducted by
the Board.
The Board also performs a complementary function
under the Nomination and Remuneration Policy.
Following admission to ASX, Spectur will disclose
if a performance evaluation has been conducted.
53
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Recommendation 1.7
A listed entity should:
(a) have and disclose a process for periodically
its senior
the performance of
evaluating
executives; and
Compliance
(Yes/No)
Yes
Explanation
The Nomination and Remuneration Policy provides
that
the Board will undertake performance
evaluation of the Directors and senior management
on at least an annual basis.
Following admission to ASX, Spectur will disclose
if a performance evaluation has been conducted.
(b) disclose in relation to each reporting period,
whether a performance evaluation was
undertaken in the reporting period in accordance
with that process.
Principal 2: Structure the Board to add value
Recommendation 2.1
No
The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of
the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
times
(b) if it does not have a nomination committee,
disclose that fact and the processes it employs
to address board succession issues and to
ensure that the board has the appropriate
balance of skills, knowledge, experience,
independence and diversity to enable it to
discharge
responsibilities
effectively.
its duties and
Spectur does not have a nomination committee at
this stage. The Board considers that, given the
current size and scope of Spectur’s operations,
efficiencies or other benefits would not be gained
by establishing a separate nomination committee.
The full Board, which comprises 2 Executive
Directors and 2 Non-Executive Directors, considers
the matters and issues that would otherwise be
addressed by a nomination committee
in
accordance with Spectur’s Nomination and
Remuneration Policy.
Under the Board Charter, candidacy for the Board
is based on merit against objective criteria with a
view to maintaining an appropriate balance of skills
and experience.
individually assessed by
As a matter of practise, candidates for the office of
Director are
the
Chairperson and the Managing Director before
appointment or nomination to ensure that they
possess the relevant skills, experience or other
qualities considered appropriate and necessary to
provide value and assist in advancement of
Spectur’s operations.
The Board intends to reconsider the requirement
for, and benefits of, a separate nomination
committee as Spectur’s operations grow and
evolve.
Recommendation 2.2
A listed entity should have and disclose a board skills
matrix setting out the mix of skills and diversity that
the board currently has or is looking to achieve in its
membership.
No
Spectur does not currently have a skills or diversity
matrix in relation to the Board members.
The Board considers that such a matrix is not
necessary given the current size and scope of
Spectur’s operations. The Board may adopt such
a matrix at a later time as Spectur’s operations
grow and evolve.
54
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
Recommendation 2.3
A listed entity should disclose:
(a) the names of the directors considered by the
board to be independent directors;
(b) if a director has an interest, position, association
or relationship of the type described in the
Corporate Governance Recommendations but
the board is of the opinion that it does not
compromise the independence of the director,
the nature of the interest, position, association or
relationship in question and an explanation of
why the board is of that opinion; and
(c)
the length of service of each director.
Recommendation 2.4
A majority of the board of a listed entity should be
independent directors.
Yes
Disclosure of the names of Directors considered by
the Board to be independent are as follows:
Stephen Bodeker and Andrew Hagen are
considered to be independent Directors.
the Directors'
Details of
interests, positions,
associations and relationships are provided in the
Remuneration Report section of the Annual Report.
The length of service of each Director is as follows:
•
•
•
•
Richard Wilkins – since 22 October 2009;
Peter Holton – since 9 March 2017;
Stephen Bodeker – since 9 June 2017; and
Andrew Hagen – since 9 June 2017.
No
The Board is not comprised of a majority of
independent Directors.
There are currently 2 Directors who satisfy the
criteria for independence for the purposes of ASX
Recommendation 2.3, being Stephen Bodeker and
Andrew Hagen. These members represent half of
the Board.
However, given the size and scope of Spectur's
operations, the Board considers that it has relevant
experience in industrial technology, sales and is
otherwise appropriately structured to discharge its
duties in a manner that is in the best interests of
Spectur and its Shareholders from both a long-term
strategic and operational perspective.
The Board Charter provides that it is preferable that
the majority of the Board be independent Non-
the Board
Accordingly,
Executive Directors.
independent Non-
further
to appoint
intends
Executive Directors as suitably qualified candidates
are identified and when Spectur’s operations
warrant such appointments.
The Board does not consider that the Chairman of
Spectur, Richard Wilkins, is independent with the
criteria
in ASX
for
Recommendation 2.3.
independence outlined
The Board does not consider that an independent
non-executive chair is necessary given Spectur’s
current size and scope of operations. As it
develops and its operations expand, the Board will
review this position.
The Managing Director, Peter Holton, is the chief
executive officer and is not the Chairperson, which
is in compliance with Recommendation 2.5.
55
Recommendation 2.5
No
The chair of the board of a listed entity should be an
independent director and, in particular, should not be
the same person as the CEO of the entity.
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Recommendation 2.6
A listed entity should have a program for inducting
new directors and provide appropriate professional
development opportunities for directors to develop
and maintain the skills and knowledge needed to
perform their role as directors effectively.
Compliance
(Yes/No)
No
Explanation
Spectur does not currently have a formal induction
program for new Directors nor does it have a formal
professional development program for existing
Directors. The Board does not consider that a
formal induction program is necessary given the
current size and scope of Spectur’s operations.
The Directors have been selected on the basis that
collectively they have experience across business
management, product design and development,
industrial technology (including electronics and
telecommunications), product sales and marketing,
finance and accounting. Mr Bodeker and Mr
Hagen also have experience with management of
an ASX listed company.
to ensure
in different aspects
All Directors are generally experienced in company
operations, albeit
(e.g.
operations, finance, corporate governance etc.).
its
The Board seeks
Shareholders understand Spectur’s operations.
Directors also attend, on behalf of Spectur and
otherwise, technical and commercial seminars and
industry conferences which enable
to
maintain their understanding of industry matters
and technical advances.
that all of
them
Principal 3: Act ethically and responsibly
Recommendation 3.1
A listed entity should:
(a) have a code of conduct for its directors, senior
executives and employees; and
(b) disclose that code or a summary of it.
Yes
The Board believes that the success of Spectur has
been and will continue to be enhanced by a strong
ethical culture within the organisation.
Accordingly, Spectur has established a Code of
Conduct which sets out the standards with which
the Directors, officers, managers, employees and
consultants of Spectur (and any future subsidiaries
of Spectur) are expected to comply in relation to the
affairs of Spectur's business and when dealing with
the broader
each other, Shareholders and
community.
The Code also outlines the procedure for reporting
any breaches of the Code and the possible
disciplinary action Spectur may take in respect of
any breaches.
to
their obligations under
In addition
the
Corporations Act in relation to inside information, all
Directors, employees and consultants have a duty
of confidentiality
to
to Spectur
confidential information they possess.
relation
in
In fulfilling their duties, each Director dealing with
corporate governance matters may obtain
independent professional advice at Spectur’s
expense, subject to prior approval of the Managing
Director, whose approval will not be unreasonably
withheld.
Spectur’s Code of Conduct
Spectur’s website.
is available on
56
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
No
Spectur has not established a separate audit
committee.
The audit function is performed by the full Board
pursuant to the Audit Policy.
The Board does not consider that a separate audit
committee is necessary given the current size and
scope of Spectur’s operations and its Board.
The Audit Policy is available on Spectur’s website.
Principal 4: Safeguard integrity in corporate reporting
Recommendation 4.1
The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are
non-executive directors and a majority of
whom are independent directors; and
(2) is chaired by an independent director, who
is not the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of
the members of the committee; and
(5) in relation to each reporting period, the
number of
the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
times
(b) if it does not have an audit committee, disclose
that fact and the processes it employs that
independently verify and safeguard the integrity
of
the
processes for the appointment and removal of
the external auditor and the rotation of the audit
engagement partner.
its corporate
reporting,
including
Recommendation 4.2
Yes
The board of a listed entity should, before it approves
the entity’s financial statements for a financial period,
receive from its CEO and CFO a declaration that, in
their opinion, the financial records of the entity have
been properly maintained and that the financial
statements comply with the appropriate accounting
standards and give a true and fair view of the
financial position and performance of the entity and
that the opinion has been formed on the basis of a
sound system of risk management and internal
control which is operating effectively.
from
As a matter of practise, Spectur obtains
declarations
its Managing Director and
Company Secretary before its financial statements
are approved substantially in the form referred to in
ASX Recommendation 4.2.
Recommendation 4.3
Yes
A listed entity that has an AGM should ensure that its
external auditor attends its AGM and is available to
answer questions from security holders relevant to
the audit.
In accordance with Spectur’s Shareholder
Communications Policy, Spectur will request that
its external auditor attends each annual general
meeting and be available to answer Shareholder
questions about the conduct of the audit and the
preparation and content of the auditor’s report.
57
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
Principal 5: Make timely and balanced disclosure
Recommendation 5.1
A listed entity should:
(a) have a written policy for complying with its
continuous disclosure obligations under the
Listing Rules; and
(b) disclose that policy or a summary of it.
Yes
Spectur has adopted a Continuous Disclosure and
Market Communications Policy.
Principal 6: Respect the rights of security holders
Recommendation 6.1
A listed entity should provide information about itself
and its governance to investors via its website.
Recommendation 6.2
A listed entity should design and implement an
investor relations program to facilitate effective two-
way communication with investors.
Yes
Yes
Recommendation 6.3
Yes
A listed entity should disclose the policies and
processes it has in place to facilitate and encourage
participation at meetings of security holders.
Spectur is a “disclosing entity” pursuant to section
111AR of the Corporations Act and, as such, is
required to comply with the continuous disclosure
requirements of section 674 of the Corporations Act
and Chapter 3 of the ASX Listing Rules.
Spectur is committed to observing its disclosure
obligations under the Corporations Act and its
obligations under the ASX Listing Rules. All
announcements provided to ASX will be posted on
Spectur’s website.
The Continuous Disclosure
and Market
Communications Policy is available on Spectur’s
website.
Information about Spectur and
its corporate
its various
including copies of
governance,
corporate governance policies and charters, is
available on Spectur’s website.
a
by
has
communicating
Shareholder
adopted
Spectur
Communications Policy, the purpose of which is to
facilitate the effective exercise of Shareholders’
rights
effectively with
Shareholders, giving Shareholders ready access to
balanced and understandable information about
Spectur and its corporate strategies and making it
easy for Shareholders to participate in general
meetings of Spectur.
Spectur communicates with Shareholders as
follows:
•
•
•
•
following admission to ASX, through releases
to the market via the ASX;
through Spectur’s website;
through
Shareholders; and
information provided directly
to
at general meetings.
The Shareholder Communications Policy
available on Spectur’s website.
is
Spectur supports Shareholder participation
in
general meetings and seeks to provide appropriate
mechanisms for such participation, including by
ensuring that meetings are held at convenient
times and places
to encourage Shareholder
participation.
58
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
In preparing for general meetings of Spectur,
Spectur will draft the notice of meeting and related
explanatory information so that they provide all of
the information that is relevant to Shareholders in
making decisions on matters to be voted on by
them at the meeting. This information will be
presented clearly and concisely so that it is easy to
understand and not ambiguous.
Spectur will use general meetings as a tool to
effectively communicate with Shareholders and will
allow Shareholders a reasonable opportunity to ask
questions of the Board and to otherwise participate
in the meeting.
for encouraging and
Mechanisms
facilitating
Shareholder participation will be reviewed regularly
to encourage the highest level of Shareholder
participation.
Spectur considers
that communicating with
Shareholders by electronic means is an efficient
way to distribute information in a timely and
convenient manner.
receive
communications
Spectur provides new Shareholders with the option
to
from Spectur
electronically and Spectur encourages them to do
so. Existing Shareholders are also encouraged to
request communications electronically.
Recommendation 6.4
Yes
receive communications
A listed entity should give security holders the option
to
from, and send
communications to, the entity and its security registry
electronically.
Principal 7: Recognise and manage risk
Recommendation 7.1
The board of a listed entity should:
(a) have a committee or committees to oversee risk
each of which:
(1) has at least three members, a majority of
whom are independent directors; an
(2) is chaired by an independent director,
and disclose
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of
the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
times
All Shareholders that have opted to receive
communications electronically will be provided with
notifications by Spectur when an announcement or
other communication (including an annual reports
and notice of meeting) is uploaded to the ASX
announcements platform.
No
Spectur does not have a separate
management committee.
risk
is
responsible
The Board
management’s
accountability systems
assessed and managed
Spectur’s Risk Management Policy.
for supervising
and
to be
in accordance with
to enable risk
framework
control
of
The Board considers that, given the current size
and scope of Spectur’s operations and that only
two Directors hold executive positions, efficiencies
or other benefits would not be gained by
risk management
establishing a
committee at present.
separate
As Spectur’s operations grow and evolve, the
Board will reconsider
the appropriateness of
forming a separate risk management committee.
59
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
(b) if
it does not have a risk committee or
committees that satisfy (a) above, disclose that
fact and the processes it employs for overseeing
the entity’s risk management framework.
Recommendation 7.2
Yes
The board or a committee of the board should:
(a) review the entity’s risk management framework
at least annually to satisfy itself that it continues
to be sound; and
(b) disclose, in relation to each reporting period,
whether such a review has taken place.
Recommendation 7.3
A listed entity should disclose:
(a) if it has an internal audit function, how the
function is structured and what role it performs;
or
(b) if it does not have an internal audit function, that
fact and the processes it employs for evaluating
and continually improving the effectiveness of its
risk management and internal control processes.
However, Spectur
a Risk
has
Management Policy for Spectur. The purpose of
the policy is to:
adopted
•
•
•
framework
provide a
assessing, monitoring and managing risk;
identifying,
for
communicate the roles and accountabilities
of participants
the risk management
system; and
in
highlight the status of risks to which Spectur
is exposed, including any material changes to
Spectur’s risk profile.
Further, the Board is responsible for the following
under the policy:
•
•
risk management and oversight of internal
controls;
establishing procedures which provide
assurance that business risks are identified,
consistently assessed and adequately
addressed; and
•
for the overseeing of such procedures.
The Risk Management Policy is available on
Spectur’s website.
The Board has responsibility for the monitoring of
risk management and will review Spectur’s risk
management framework on an annual basis to
ensure Spectur’s risk management framework
continues to be effective.
Disclosure of the outcome of the annual risk
management review will be included in the annual
report.
No
Spectur does not currently have an internal audit
function. This function is undertaken by relevant
staff under the direction of the full Board.
Spectur has adopted internal control procedures
pursuant to its Risk Management Policy.
Spectur’s internal controls include the following:
•
•
•
Spectur has authorisation limits in place for
expenditure and payments;
a Director or senior manager must not
approve a payment to themselves or a related
party, other than standard salary/directors
fees in accordance with their Board approved
remuneration;
Spectur prepares cash flow forecasts which
include materiality thresholds and which are
regularly reviewed; and
60
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Compliance
(Yes/No)
Explanation
•
Spectur regularly reviews its other financial
materiality thresholds.
The Board and senior management are charged
with evaluating and considering improvements to
Spectur’s risk management and internal control
processes on an ongoing basis.
The Board considers that an internal audit function
is not currently necessary given the current size
and scope of Spectur’s operations.
As Spectur’s operations grow and evolve, the
Board will reconsider
the appropriateness of
adopting an internal audit function.
Spectur’s primary activity is sale and distribution of
security surveillance products and services. These
activities do not expose Spectur to any particular
economic, environmental or social sustainability
risks not faced by all other participants in an open
economy.
The Board will consider on an on-going basis
whether Spectur has any particular exposure to
material economic, environmental and social
sustainability risks and, if identified, Spectur will
include details in its annual report.
Recommendation 7.4
Yes
A listed entity should disclose whether it has any
material exposure to economic, environmental and
social sustainability risks and, if it does, how it
manages or intends to manage those risks.
Principal 8: Remunerate fairly and responsibly
Recommendation 8.1
The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of
whom are independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the
number of
the committee met
throughout the period and the individual
attendances of the members at those
meetings; or
times
(b) if it does not have a remuneration committee,
disclose that fact and the processes it employs
level and composition of
for setting
remuneration for directors and senior executives
and ensuring
is
appropriate and not excessive.
remuneration
that such
the
No
Spectur has not established a
remuneration committee.
separate
the remuneration committee
The role of
is
undertaken by the full Board. The Board considers
that, given its current size and that only two
Directors hold executive positions in Spectur,
efficiencies or other benefits would not be gained
by
remuneration
committee.
establishing
separate
a
Spectur has set out the remuneration paid or
to Directors and senior executives
provided
annually in the remuneration report contained
within this Annual Report to Shareholders.
The
full Board determines all compensation
arrangements for Directors. It is also responsible
for setting performance criteria, performance
indicators, share option schemes,
incentive
superannuation
performance
termination
entitlements,
indemnity and
entitlements and professional
liability insurance cover.
retirement
schemes,
and
As Spectur’s operations grow and evolve, the
Board will reconsider
the appropriateness of
forming a separate remuneration committee.
The Nomination and Remuneration Policy
available on Spectur’s website.
is
61
SPECTUR LIMITED
CORPORATE GOVERNANCE STATEMENT (continued)
ASX Principle and Recommendation
Recommendation 8.2
A listed entity should separately disclose its policies
and practices regarding the remuneration of non-
remuneration of
executive directors and
executive directors and other senior executives.
the
Compliance
(Yes/No)
Yes
Recommendation 8.3
Yes
listed entity which has an equity-based
A
remuneration scheme should:
(a) have a policy on whether participants are
permitted to enter into transactions (whether
through the use of derivatives or otherwise)
which limit the economic risk of participating in
the scheme; and
(b) disclose that policy or a summary of it.
Explanation
Spectur’s policies and practices regarding the
remuneration of Executive and Non-Executive
Directors and other senior management are set out
in the Remuneration Report contained in this
Annual Report for each financial year.
Spectur has adopted an Employee Incentive Plan.
In accordance with Spectur’s Securities Trading
Policy, the plan does not allow participants to enter
transactions that would limit their economic risk
under the scheme.
Spectur’s Securities Trading Policy sets out the
circumstances in which the Directors, executives,
employees, contractors, consultants and advisors
(Designated Persons) are prohibited from dealing
in Spectur’s Securities.
The policy provides that where a Designated
Person is entitled to equity-based remuneration
arrangements, that Designated Person must not at
any time enter into a transaction (e.g. writing a call
option) that operates or is intended to operate to
limit the economic risk of holdings of unvested
Spectur Securities or vested Spectur Securities
which are subject to a holding lock.
The Securities Trading Policy is available on
Spectur’s website.
62
SPECTUR LIMITED
ADDITIONAL SECURITIES INFORMATION
SHAREHOLDER INFORMATION
The security holder information set out below was applicable as at 2 August 2017.
1) Quoted Securities – Fully Paid Ordinary Shares
There is one class of quoted securities, being fully paid ordinary shares.
a) Distribution of Security Number
Category
(Size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Ordinary Shares
Shareholders
-
1
66
329
74
470
Shares
-
5,000
660,000
13,388,750
26,946,250
41,000,000
There are 470 holders of ordinary shares. Each shareholder is entitled to one vote per share held.
b) Marketable parcel
There are no shareholders with less than a marketable parcel (basis price $0.40).
c) Voting rights
On a show of hands every person present who is a member or a proxy, attorney or representative of a member has one
vote and upon a poll every person present who is a member or a proxy, attorney or representative of a member shall have
one vote for each share held
d) Substantial Shareholders
There was one substantial shareholder listed on the Companies register as at 2 August 2017, being Gillian Woodford, holding 2,500,000 fully paid ordinary shares, being 6.10% of the fully paid ordinary shares on issue.
e) On market buy-back
There is no on-market buy-back scheme in operation for the company’s quoted shares or quoted options.
63
SPECTUR LIMITED
ASX ADDITIONAL INFORMATION (continued)
SHAREHOLDER INFORMATION (continued)
f) Top 20 security holders
The names of the twenty largest holders of each class of quoted equity security, being fully paid ordinary shares, the number
of equity security each holds and the percentage of capital each holds is as follows:
Number
Shareholder Name / Entity
Number of Ordinary Shares
% of Issued
Capital
1
2
3
4
5
6
7
7
8
9
10
11
12
12
13
13
14
15
16
17
18
19
20
Gillian Woodford
Mr. Peter Anthony
Charles Richard Wallace Wilkins
Peter William Holton & Sarah Jane Frances
Holton
Pabasa Pty Ltd
Oldview Enterprises Pty Ltd
Lee Nicola John Rinaldi & Carol Angus Rinaldi
Basapa Pty Ltd
DRP 2006 Super Pty Ltd
Gasmere Pty Ltd
Vadlamudi (Medical) Pty Ltd
Cobblestones Corporate Pty Ltd
Sovran Resources Pty Ltd
Judith Van Ross
Gillian Woodford
Annuation A/C>
Tri Budihastuti
Risbec Corporation Pty Ltd
Mr. Edward Max Dozak
Gail Garrity Pty Ltd
Shipley Nominees Pty Ltd
Ms Rosemary Paterson
Pershing Australia Nominees Pty Ltd
2,500,000
2,000,000
1,592,500
1,570,000
1,125,000
1,065,785
1,000,000
1,000,000
717,500
715,000
712,500
665,000
540,000
540,000
500,000
500,000
425,000
395,000
365,000
356,250
350,000
315,000
310,500
6.10
4.88
3.88
3.83
2.74
2.60
2.44
2.44
1.75
1.74
1.74
1.62
1.32
1.32
1.22
1.22
1.04
0.96
0.89
0.87
0.77
0.76
0.76
Total
19,260,035
46.98
64
SPECTUR LIMITED
ASX ADDITIONAL INFORMATION (continued)
SHAREHOLDER INFORMATION (continued)
2) Unquoted Securities – Company Options and Performance Shares
There are two classes of quoted securities, being Company Options and Performance Rights.
2A) Company Options
a) Distribution of unquoted Options holder numbers
Category
(Size of holding)
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
Ordinary Options
Option holders
Options
-
-
5
45
22
72
-
-
50,000
2,796,250
11,503,750
14,350,000
There are 72 holders of Company Options.
b) Voting rights
Unlisted options do not entitle the holder to any voting rights.
c) Holders of more than 20% of unquoted options.
There are no holders, holding more than 20% of the unquoted options on issue.
2B) Performance Rights (Tranche 1, Tranche 2 & Tranche 3)
a) Distribution of unquoted Performance Rights (Tranche 1, Tranche 2 & Tranche 3)
.
Category
Performance Rights
Tranche 1
Performance Rights
Tranche 2
Performance Rights
Tranche 3
(Size of holding)
Shareholders
Shares
Shareholders
Shares
Shareholders
Shares
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total
-
-
-
-
5
5
-
-
-
-
7,000,000
7,000,000
-
-
-
-
5
5
-
-
-
-
7,000,000
7,000,000
-
-
-
-
5
5
-
-
-
-
7,000,000
7,000,000
There are 5 holders of Performance Rights (Tranche 1, Tranche 2, and Tranche 3).
65
SPECTUR LIMITED
ASX ADDITIONAL INFORMATION (continued)
SHAREHOLDER INFORMATION (continued)
b) Voting rights
Unlisted Performance Rights (Tranche 1, Tranche 2, and Tranche 3) do not entitle the holder to any voting rights.
c) Holders of more than 20% of unquoted Performance Rights (Tranche 1, Tranche 2, Tranche 3)
-
-
-
Performance Rights Tranche 1: Richard Wilkins owns 3,333,333 rights which is equal to 47.62% of the
Performance Rights Tranche 1 on issue. Peter Holton also owns 3,333,333 rights which is equal to 47.62% of the
Performance Rights Tranche 1 on issue.
Performance Rights Tranche 2: Richard Wilkins owns 3,333,334 rights which is equal to 47.62% of the
Performance Rights Tranche 2 on issue. Peter Holton also owns 3,333,333 rights which is equal to 47.62% of the
Performance Rights Tranche 2 on issue.
Performance Rights Tranche 3: Richard Wilkins owns 3,333,333 rights which is equal to 47.62% of the
Performance Rights Tranche 3 on issue. Peter Holton also owns 3,333,334 rights which is equal to 47.62% of the
Performance Rights Tranche 3 on issue.
OTHER ASX INFORMATION
1. Corporate Governance
A statement disclosing the extent to which the Company has followed the best practice recommendations set by the ASX
Corporate Governance Council during the year is contained in page 52.
This corporate governance statement is current as at the Company’s reporting date and has been approved by the Board
of the Company.
2. Stock exchange on which the Company’s securities are quoted:
The Company’s listed equity securities are quoted on the Australian Stock Exchange.
3. Review of Operations
A review of operations is contained in the Directors’ Report.
4. Consistency with business objectives - ASX Listing Rule 4.10.19
In accordance with Listing Rule 4.10.19, the Company states that it has used the cash and assets in a form readily
convertible to cash that it had at the time of admission in a way consistent with its business objectives. The business
objective is primarily to develop, manufacture and sell Remote 3G/4G based security camera networks and associated
products and services.
The Company believes it has used its cash in a consistent manner to which was disclosed under the prospectus dated 19
June 2017.
66
SPECTUR LIMITED
ADDITIONAL ASX INFORMATION (continued)
OTHER ASX INFORMATION (continued)
5. Restricted Securities
Class
Number Escrowed
Date Escrow Period Ends
Fully Paid Ordinary Shares (FPOS) comprising:
700,000 FPOS issued on 30/01/2017
2,250 FPOS issued on 27/01/2017
3,661,957 FPOS issued on various dates
Total FPOS escrowed
Unquoted Options (all options are exercisable at
$0.20 on or before 31/12/2020) comprising:
4,005,000 options issued on 25/07/2017
200,000 options issued on 09/06/2017
8,705,000 options issued on various dates
Total Options escrowed
Performance Rights (PR) comprising:
7,000,000 PR Tranche 1 issued on various dates
7,000,000 PR Tranche 2 issued on various dates
7,000,000 PR Tranche 3 issued on various dates
Total Performance Rights escrowed
700,000
2,250
3,661,957
4,364,207
4,005,000
200,000
8,705,000
12,910,000
7,000,000
7,000,000
7,000,000
21,000,000
30/01/2018
27/01/2018
28/07/2019
n/a
25/07/2018
09/06/2018
28/07/2019
n/a
28/07/2019
28/07/2019
28/07/2019
n/a
67