superloop
A N N U A L R E P O R T 2 0 1 5
Contents
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Chairman’s Letter to Shareholders
CEO Report
Business Overview
Directors’ Statutory Report
Corporate Governance Statement
Auditor’s Independence Declaration
Independent Auditor’s Report
Directors' Declaration
Financial Report
Notes to the Consolidated Financial Report
Shareholder Information
Corporate Directory
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Superloop Limited and controlled entities
Chairman’s Letter
to Shareholders
Dear Shareholders,
It is my privilege to present you with the inaugural Chairman’s
report for Superloop Limited. Superloop is a telecommunications
infrastructure provider offering high-speed data interconnection
services between locations of high connectivity density (data centres
and submarine cable landing stations) for providers and enterprises
operating in the Australian and Singapore markets. With a vision of
becoming a leading independent provider of connectivity services
across the Asia Pacific Region, Superloop provides investors with an
opportunity to participate in the growth markets of the Asia Pacific
Region.
2015 has been a landmark year for Superloop. Within the past
year Superloop has built or acquired strategic network assets in
Singapore and Australia, obtained our Unified Carrier Licence in
Hong Kong, assembled an outstanding management team and of
course undertaken our successful Initial Public Offering (IPO) on the
Australian Stock Exchange. These are the important foundations of
our future.
Looking forward, the Board is working to build on this foundation.
Later this quarter Superloop expects all initial networks in Singapore
and Australia will be completed and fully serving customers. The
Company has also announced an additional $2m investment
under Project Red Lion to extend our network into approximately
twenty-five (25) of Singapore’s most strategic commercial buildings.
This incremental investment allows Superloop and our future
partners quick and cost effective access to the many multi-national
organisations within these buildings.
On behalf of the Board, Management and the team at Superloop,
I would like to express our gratitude to our shareholders for your
support of the Company.
I look forward to meeting you at our upcoming Annual General
Meeting.
Yours faithfully,
Bevan Slattery
Executive Chairman
Superloop Limited
31 August 2015
“2015 has been
a landmark year
for Superloop,
building important
foundations for
our future.”
CEO Report
Dear Shareholders,
I am pleased to welcome you as a shareholder to the Company, in my capacity as Chief Executive Officer of
Superloop Limited. Superloop Limited is a new and exciting independent dark fibre infrastructure provider
designing, constructing and operating networks throughout the Asia Pacific region.
Our core objectives have been focused on the design and construction of our initial networks in Brisbane, Sydney,
Melbourne and Singapore, provisioning our foundation customers, and importantly, building the Superloop team
and culture. Everyday we make real progress towards our vision, and I invite you to take a moment to read
through the Annual Report as well as the Company’s announcements, to see evidence of our achievements. I am
humbled by the rapid pace that the Company is making and acknowledge the leadership support provided by
our Company’s Founder, Bevan Slattery, in guiding us to always employ a customer mindset and entrepreneurial
approach. Our founding values, along with our absolute focus on customer service, will provide a solid platform
for us to make Superloop an amazing business for all our stakeholders.
In the past year Superloop has achieved significant milestones including the acquisition of the key strategic asset
of approximately 120km of underground duct network connecting many of the major data centres and submarine
cable landing stations in Singapore, our recent successful Initial Public Offering (IPO) on the Australian Stock
Exchange, as well as the completion of our initial networks in Brisbane and Melbourne.
Furthermore I am pleased to update that our Sydney and Singapore initial networks construction is progressing
well and is on track for completion in the September 2015 quarter. I would like to acknowledge the strong
support of our team and strategic business partners who are working with us to ensure that we deliver on the
promises that we have made to our customers.
Data centre investment and data connectivity requirements in the APAC region continue to experience significant
growth and I believe our continued focus and investment in these areas represents a great opportunity for
Superloop shareholders. With network assets in Australia and Singapore and our recent granting of a Unified
Carrier Licence by the Office of the Communications Authority in Hong Kong I firmly believe we are laying the
foundations for an exciting future.
In closing, I would like to thank my fellow Board members, and all my team for their ongoing contribution to our
business, and I look forward to continued prosperity across the Asia Pacific Region, for Superloop shareholders.
Sincerely
Daniel E. Abrahams
Chief Executive Officer
Superloop Limited
31 August 2015
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Superloop Limited and controlled entities Superloop Annual Report 2015
Business Overview
VISION STATEMENT
“To become
a leading
independent
provider of
connectivity
services across
the Asia Pacific
Region”
Business Overview
Superloop has been established to invest in telecommunications infrastructure, with the aim of becoming a leading
independent provider of connectivity services in the Asia Pacific region. Specifically, Superloop’s initial focus is to invest
in fibre optic telecommunications infrastructure between locations of high interconnection density (e.g. data centres and
submarine cable landing stations) within Australia and Singapore.
Superloop will look to benefit from the growth in transmission and storage of data that is being supported by a number of
key underlying themes, including:
GROWTH IN
GLOBAL
VIDEO TRAFFIC
Globally, IP video traffic is expected
to be 79% of all consumer Internet
traffic (both business and consumer)
by 2018, up from 66% in 2013.
Internet video is forecast to grow
4-fold by 2018. Consumer Video on
Demand (VoD) traffic is expected to
double by 2018.
GROWTH IN
CONNECTED
MOBILE DEVICES
During 2014 the number
of internet connected
mobile devices grew to
7.4 billion, exceeding
the world’s population
for the first time.
GROWTH IN
CLOUD
COMPUTING
Increased bandwidth requirements due to
the rise of infrastructure-as-a-service and
cloud computing from the enterprise to
the consumer markets, which is pushing
traditionally in-house information technology
and telecommunications infrastructure into
major data centres. Global data centre traffic
is forecast to grow at a compound annual
growth rate (CAGR) of 23%. Cloud data
centre traffic is expected to grow at rate of
32% CAGR, a near 4-fold increase from 2013
to 2018.
DISASTER
RECOVERY
Disaster Recovery (DR)
requirements under various
corporate governance,
regulatory and compliance
standards.
BACKHAUL
SERVICES
Requirements for higher
bandwidth backhaul services
by Internet Service Providers
and carriers for provision of
high bandwidth data and
internet services;
Superloop’s Initial Networks are strategically positioned to capitalise on market demand dynamics, driven by strong data
growth, data centre demand growth and the need for interconnectivity services with a focus on the Asia Pacific region.
Superloop will derive income through facilitating high-speed data services with an initial focus on dark fibre services.
Superloop anticipates the majority of its revenue will be derived through customer service agreements of terms generally
greater than 24 months. By the nature of the infrastructure, once operational, the majority of ongoing costs (including
operating and maintenance) are predominantly fixed and as a result new sales on the existing network provide increased
returns.
Superloop provides the following customer service agreements
Superloop services
Point to Point services
One path, one entry.
Pair of fibres that go between two data centres.
Diverse services
Two paths, two entries.
If one path is interrupted the customer has an alternative path.
A Superloop
Full diversity
Via a ring of dark fibre between three or more sites containing two paths and two
entries.
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Superloop Limited and controlled entities Superloop Annual Report 2015
Business Overview
Business Overview
Singapore Network
Superloop was able to acquire an underground duct network in Singapore spanning approximately 120
kilometres and over 850 manhole access points. The network consists mostly of two 100mm ducts
(originally constructed between 2002 and 2010). The duct network stretches from Global Switch in the
east to the Tuas submarine cable landing station in the west and offers multiple diverse paths to most
key data centre locations, the Central Business District and submarine cable landing stations. This duct
network has significant capacity to allow multiple fibre optic cables to be installed with relatively little
incremental investment.
This acquisition has allowed Superloop to accelerate the rollout of its fibre optic network in Singapore. A
fibre optic cable network is currently being installed in the underground duct asset. The initial install will
be approximately 110 kilometres of mostly 624 core fibre optic cable intended to interconnect a number
of key data centres and cable landing stations, including Equinix SG1, Equinix SG2, Equinix SG3, Global
Switch, Digital Realty, Tuas cable landing station, Katong cable landing station and possibly expanding into
other facilities subject to customer demand.
By September 2015 these networks are expected to be fully operational. Construction of the Singapore
network is well progressed and as of 30 June 2015 the company had constructed 92km of approximately
110km of fibre optic network that forms the initial Singapore network. This included meeting the
Company’s FBO Licence obligations of having a minimum of 80kms of fibre optic cable installed in
Superloop’s Singapore duct network before 30 June 2015.
The company has also recently announced that the Board of Directors has approved the initial phase
of investment in Project Red Lion. The first phase of the project will expand the network into more
than 25 strategic commercial buildings that provide Superloop and it’s channel partners, as part of it’s
upcoming channel partner program, with access to the regional headquarters of a number of multinational
enterprises, among other potential customers.
Recently the Group activated its first customer services in Singapore between Global Switch and Equinix
SG1 data centres.
Australia Network
Superloop’s current key strategic asset in Australia is a 15-year exclusive right
to fibre networks within the major metropolitan areas of Brisbane, Sydney and
Melbourne. Once complete the Superloop Australian networks will provide
access to over 130 kilometres of fibre network and connectivity to over 34
data centres in the Brisbane, Sydney and Melbourne markets.
The Brisbane and Melbourne core networks are practically complete and the
primary fibre path in Sydney is also active with only the redundant path yet
to be constructed, being scheduled for completion in the September 2015
quarter.
The Company has commenced providing services to Australian customers,
including Superloop’s cornerstone customers. These cornerstone customers
committed to longer-term service agreements (five years or longer). These
contracts cover the direct operational and maintenance costs of the Australian
network, while leaving significant capacity for the sale of additional services to
new customers.
Superloop believes that the Australian market provides a strong proving
ground for its brand and business, including technology and deployment
methodology for other markets, despite being a substantially mature and
competitive market. Superloop does not intend to significantly expand
its Australian network, unless there is a material opportunity or change in
market dynamics. The Board and management believe that further significant
investment is best placed in other markets.
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Superloop Limited and controlled entities Superloop Annual Report 2015
Business Overview
Directors’ Statutory Report
Hong Kong
As recently annouced the Group’s subsidiary, Superloop (Hong
Kong) Limited, was granted a Unified Carrier License (UCL) by
the Office of the Communications Authority in Hong Kong for the
provision of internal fixed telecommunictions services.
The Superloop Board continues to evaluate potential investment
and network expansion opportunities in the Asia Pacific Region,
including Hong Kong, based on underlying market dynamics and
customer demand for high-speed data services.
The Directors present their report on the consolidated
entity (referred to hereafter as ‘Superloop’ or ‘the Group’)
consisting of Superloop Limited and the entities it controlled
at the end of, or during, the period ended 30 June 2015.
Superloop Limited is a newly formed company,
incorporated on 28 April 2014 and gained admission to the
ASX on 04 June 2015. As this is the first reporting period
for the group, the report covers the period 28 April 2014 to
30 June 2015.
DIRECTORS
The following persons were directors of the Group
during the period:
• Bevan Slattery
• Daniel Abrahams
• Greg Baynton
• Louise Bolger
• Michael Malone
Former Directors
• Rajneil Sharan
(appointed 28 April 2014)
(appointed 02 April 2015)
(appointed 28 April 2014)
(appointed 27 April 2015)
(appointed 27 April 2015)
(resigned 02 April 2015)
Corporate
The Board of Directors has been appointed
to ensure a highly experienced and
complementary skill set exists for the benefit
of Superloop. The Board members bring
experience and success in managing large
and high-growth IT & telecommunications
companies. Additionally, the Directors have
significant experience in infrastructure
investment, capital raisings, initial public
offerings, mergers and acquisitions and
corporate governance.
The Board comprises the Executive
Chairman (Mr Bevan Slattery), the Chief
Executive Officer (Mr Daniel Abrahams) and
three independent, non-executive Directors,
Mr Michael Malone, Mr Greg Baynton and
Ms Louise Bolger.
During the period Superloop completed a
private placement capital raising of $10m
and an Initial Public Offering for $17.5m.
Superloop was also successful in gaining
admission to the ASX on 4 June 2015.
PRINCIPAL ACTIVITIES
During the period, the principal activities of the Group
consisted of the development and operation of independent
dark fibre infrastructure throughout the Asia Pacific region
OPERATING AND FINANCIAL REVIEW
As at 30 June 2015 the group has net assets of $53.8m
and cash and/or cash equivalent of $18.0m.
For the period 28 April 2014 to 30 June 2015 the Company
made an operating loss before tax of $1.19m.
During the period, the Group has:
• Successfully obtained the relevant telecommunication
licences to own and / or operate fibre optic networks
in Australia and Singapore;
• obtained an exclusive right to use an approximately
130 kilometre fibre optic networks within the
major metropolitan areas of Brisbane, Sydney and
Melbourne;
• designed the Superloop Australian networks to provide
connectivity to over 34 data centres in Brisbane,
Sydney and Melbourne;
• delivered the Brisbane and Melbourne core networks
which are now practically complete;
• delivered the primary fibre path in Sydney, which
is also active. Only the redundant path is yet to be
constructed, which is scheduled for completion in the
September 2015 quarter;
• acquired approximately 120 kilometre underground
duct network in Singapore, and commenced hauling
its own fibre optic cable through the network;
successfully hauled 92kms of cable through the
Singapore network, as at 30 June 2015;
•
• provisioned its first customer services in Singapore
between Global Switch and Equinix SG1 data centres.
These two facilities are part of the Superloop initial
network due to be completed later this quarter.
• completed a private placement capital raising of
$10.0m;
• completed an Initial Public Offering for $17.5m;
• gained admission to the ASX on June 2015;
FINANCIAL PERFORMANCE
AND POSITION
The Group made an operating loss before tax of $1.19m,
with an underlying earnings before interest-paid, tax,
depreciation and amortisation (EBITDA) loss of $3.5m,
which is consistent with the early stage of the business
venture.
Profit after direct network operational expenses for the
period was a loss of -$0.28m, with revenue of $0.01m from
interest income on deposits held, less the direct operational
expenses for the networks of -$0.29m.
Operating expenses for the period were -$3.3m, largely
made up of employee expenses (-$1.1m) and professional
services (-$1.7m) which includes the shared services the
Group procured during the period.
Depreciation and amortisation was -$0.6m for the period,
arising from the Group’s main assets being the Singapore
duct network, and the exclusive right to use for the
Australian fibre networks.
The Company’s initial operations, including the acquisition
of the Singapore duct network, were funded by loans from
the Founding Shareholder, which incurred interest charges
of $0.5m for the period. The Company also realised a
foreign exchange gain of $3.4m which includes a large
one off gain which arose from the time period between the
Group borrowing the funds and the settlement thereof.
As at 30 June, the Group has $18.0m in cash and or cash
equivalent. The primary assets of the Group are property,
plant and equipment of $33.6m consisting mainly of the
Singapore duct network and the current work-in-progress
investment associated with the rollout out of fibre optic
cable. The Group also has a $4.3m intangible asset
arising from the Group’s right to access (via an IRU) for the
Australian networks.
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• commenced provisioning services to Australian
The net assets of the group were $53.8m.
customers;
Superloop Limited and controlled entities Superloop Annual Report 2015
Directors’ Statutory Report
Directors’ Statutory Report
construction and development activities may harm
growth prospects, future operating results and financial
conditions.
• Superloop requires access to both public and non-
public spaces to install and deliver services. Superloop
must negotiate access to areas that it cannot rely on
its carrier powers to access. The terms of access may
be such that the build is not economically viable (in the
opinion of the Board and management) or access may
not be able to be negotiated.
• Funding - Superloop’s business is capital intensive
in nature, and the continued growth of the Group
relies on the acquisition and development of new fibre
optic telecommunications infrastructure and ongoing
maintenance of existing fibre optic telecommunications
infrastructure. Superloop requires sufficient access
to debt and equity capital to fund this expenditure.
Failure to obtain capital on favourable terms may
hinder Superloop’s ability to expand and pursue growth
opportunities, which may reduce competitiveness and
have an adverse effect on the financial performance,
position and growth prospects of the Group.
Superloop’s continued ability to implement its business
plans effectively over time may depend in part on its
ability to raise future funds. There is no assurance that
additional funds will be available in the future an d/or be
secured on reasonable commercial terms.
• Regulatory Risk – There is a risk that Government
Policy could directly affect the product offerings
and competitive landscape, particularly in markets
where the Government have significant investment in
telecommunications assets. Superloop also requires
certain licences to operate in its various jurisdictions
and any modifications or cancellation of any of these
licences may impact its ability to operate in that
jurisdiction.
• Network Damage – Any accidental damage from civil
works (cable cuts), intentional damage from vandalism
or terrorism and acts of God such as earthquakes
or other natural disasters may result in outages and
damage to Superloop’s network.
• Foreign Exchange Risk – Superloop operates in foreign
jurisdictions and as a result, fluctuations in applicable
exchange rates could have an impact on the financial
position and performance of the Group.
FUNDING
As at 30 June 2015, the group was funded via equity
contributions from shareholders (refer note 17).
The group was initially funded via a combination of equity
and loans provided by the Group’s Founding Shareholder.
During the year a large portion of the loans where converted
into equity.
The Group also undertook capital raisings, via a private
placement and an Initial Public Offering, to raise capital to
repay the balance of the Founding Shareholder’s loans,
provide working capital for the completion of the Australian
and Singapore networks, to operate and maintain the
business, accelerate sales through the appointment of sales
professionals and continue evaluation of potential growth
opportunities (as outlined in the Group’s prospectus).
BUSINESS STRATEGIES AND
PROSPECTS FOR FUTURE
FINANCIAL YEARS
Superloop intends to continue to invest in fibre optic
networks and businesses in markets where the Board and
management believe the demand for interconnectivity and
other high-speed data services will deliver an attractive
return for Shareholders.
Superloop’s Initial Networks are strategically positioned to
capitalise on market demand dynamics, driven by strong
data growth, data centre demand growth and the need for
interconnectivity services with a focus on the Asia Pacific
Region.
BUSINESS RISKS
The material business risks faced by the Group that are
likely to have an effect on its financial prospects include:
• Customer demand – Superloop’s growth strategy
incorporates commitment of substantial operational
and financial resources to design, construct and
maintain fibre optic telecommunications infrastructure
and to expand existing infrastructure. Development or
expansion of dark fibre networks does not necessarily
require commitments from customers prior to
commencement, and as such, sufficient demand may
not exist post-completion. A lack of customer demand,
or oversupply of fibre optic telecommunications
infrastructure in the market, could have negative
implications on the Group’s ability to achieve desired
rates of return on investment, and have a material
adverse effect on the growth prospects and/or financial
position of the Group which may cause the Group to
require further funding.
• Planning, development and construction risks – Any
delay or unexpected costs associated with planning,
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SIGNIFICANT CHANGES IN
THE STATE OF AFFAIRS
Superloop is a new established company, established
to invest in telecommunications infrastructure, with the
aim of becoming a leading independent provider of
connectivity services in the Asia Pacific region. Specifically
Superloop’s initial focus has been to invest in fibre optic
telecommunications infrastructure between locations of high
interconnection density (e.g. data centres and submarine
cable landing stations) within Australia and Singapore.
Specific significant events included:
• Successfully obtained the relevant telecommunication
licences to own and / or operate fibre optic networks
in Australia and Singapore;
• obtained an exclusive right to use an approximately
130 kilometre fibre optic networks within the
major metropolitan areas of Brisbane, Sydney and
Melbourne;
• delivered the Brisbane and Melbourne core networks;
• delivered the primary fibre path in Sydney;
• acquired approximately 120 kilometre underground
•
duct network in Singapore;
successfully hauled 92kms of cable through the
Singapore network, as at 30 June 2015;
• provisioned its first customer services in Singapore
between Global Switch and Equinix SG1 data centres.
• completed a private placement capital raising of
$10.0m;
• completed an Initial Public Offering for $17.5m;
• gained admission to the ASX on 4 June 2015;
MATTERS SUBSEQUENT TO THE
END OF THE FINANCIAL PERIOD
The Group received formal confirmation from the
Infocomm Development Authority (IDA) of Singapore that
Superloop has fulfilled the key performance milestone
for its Facility Based Operator (FBO) licence, being the
construction of 80 km of fibre by 30 June 2015. As
disclosed in the Company’s recent Initial Public Offering
prospectus and announced to the market on 23 June
2015 (Singapore Network Milestone Achieved), a
condition of the Company’s FBO licence in Singapore
was the installation of at least 80kms of fibre optic
cable by 30 June 2015. Superloop confirms that it has
fully discharged this regulatory requirement, and the
IDA has accordingly released the Company from its
SGD260,000 performance bond linked to this milestone.
The Group’s subsidiary, Superloop (Hong Kong) Limited,
has been granted a Unified Carrier Licence (UCL) by the
Office of the Communications Authority in Hong Kong.
The Company has also recently announced that the Board
of Directors has approved the initial phase of investment
in Project Red Lion. The first phase of the project will
expand the network into more than 25 strategic commercial
buildings that provide Superloop and it’s channel partners,
as part of it’s upcoming channel partner program, with
access to the regional headquarters of a number of
multinational enterprises, among other potential customers.
The initial phase of the project has an incremental capital
investment of approximately AUD$2 million, which will be
funded from the Company's existing cash reserves.
LIKELY DEVELOPMENTS AND
EXPECTED RESULTS OF OPERATIONS
The continued growth in transmission and storage of data
should underpin a likely demand for services provided by
the Company, with it’s initial core networks operational
in the September 2015 quarter. The Board continues to
evaluate potential investment and network expansion
opportunities in the Asia Pacific region, including Hong
Kong, based on underlying market dynamics and customer
demand for high speed data services.
DIVIDENDS
Dividends were neither paid nor declared during the period.
ENVIRONMENTAL REGULATION
The Group is not subject to any significant environmental
laws
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Superloop Limited and controlled entities Superloop Annual Report 2015 INSURANCE OF OFFICERS
The Group has entered into standard deeds of indemnity
and insurance with the Directors. Pursuant to those deeds,
the Group has undertaken, consistent with the Corporations
Act, to indemnify each Director in certain circumstances and
to maintain directors and officers insurance cover in favor of
the Director for seven years after the Director has ceased to
be a Director. The Group has further undertaken with each
Director to maintain a complete set of the Group’s board
papers and to make them available to the Director for seven
years after the Director has ceased to be a Director.
NON-AUDIT SERVICES
The Group may decide to employ the auditor (Deloitte) on
assignments additional to their statutory audit duties where
the auditor’s expertise and experience with the Group are
important. Details of the amounts paid during the period to
the Group’s external auditor, Deloitte Australia, for non-audit
services are set out in note 22 to the financial statements.
The Board of Directors has considered the position and, in
accordance with advice received from the Audit and Risk
Management Committee, is satisfied that the provision
of the non audit services is compatible with the general
standard of independence for auditors imposed by the
Corporations Act 2001. The Directors are satisfied that
the provision of non audit services by the auditor, as set
out below, did not compromise the auditor independence
requirements of the Corporations Act 2001 for the following
reasons:
• all non audit services have been reviewed by the Audit
and Risk Management Committee to ensure they do
not impact the impartiality and objectivity of the auditor
• none of the services undermine the general principles
relating to auditor independence as set out in APES
110 Code of Ethics for Professional Accountants.
PROCEEDINGS ON BEHALF
OF THE GROUP
No person has applied to the Court under section 237 of
the Corporations Act 2001 for leave to bring proceedings
on behalf of the Group, or to intervene in any proceedings
to which the Group is a party, for the purpose of taking
responsibility on behalf of the Group for all or part of those
proceedings.
No proceedings have been brought or intervened in on
behalf of the Group with leave of the Court under section
237 of the Corporations Act 2001
Directors’ Statutory Report
Information on Directors
ROUNDING OF AMOUNTS
The Group is of a kind referred to in Class Order 98/100,
issued by the Australian Securities and Investments
Commission, relating to the ‘’rounding off’’ of amounts in
the financial report. Amounts in the financial report have
been rounded off in accordance with that Class Order to the
nearest dollar.
BEVAN SLATTERY
Executive Chairman
Appointed: 28 April 2014
EXPERIENCE AND EXPERTISE
Bevan Slattery is the Executive Chairman. Bevan has
a background in building successful Australian IT and
telecommunications companies and an earlier career in
administration in local and state government.
In 2010 Bevan founded NEXTDC, with a vision to become
Australia’s largest independent datacentre provider. As the
inaugural CEO of NEXTDC, Bevan oversaw its listing on the
ASX, overall design of all five facilities and its initial facility
rollout. Today, NEXTDC has facilities in Brisbane, Sydney,
Canberra, Melbourne and Perth and is Australia’s largest
datacentre provider in terms of geography and IT power
capability.
In 2002, Bevan co-founded PIPE Networks which grew to
become Australia’s largest Internet Exchange and Australia’s
third largest metropolitan fibre network provider with over
1,500km of fibre in 5 cities connecting 80 data centres, 250
Telstra exchanges and over 1000 buildings. In 2009, PIPE
Networks completed construction of Pipe Pacific Cable
1 (PPC-1), a $200 million submarine cable system linking
Sydney to Guam. PIPE Networks was sold to TPG for an
enterprise value of $420m in May 2010.
Bevan holds a Master of Business Administration (Hon.)
from Central Queensland University
OTHER CURRENT ASX DIRECTORSHIPS
nil
FORMER ASX DIRECTORSHIPS
NEXTDC (ASX:NXT) - resigned 30/10/13
Asia Pacific Data Centre Group (ASX:AJD) - resigned
30/6/14
SPECIAL RESPONSIBILITIES
Chairman
Member of the Remuneration and Nomination Committee
INTERESTS IN SHARES AND OPTIONS
60,000,000 fully paid ordinary shares
DANIEL ABRAHAMS
Executive Director and Chief Executive Officer
Appointed CEO: 3 March 2015
Appointed Executive Director: 2 April 2015
EXPERIENCE AND EXPERTISE
Daniel E. Abrahams is the Chief Executive Officer of
Superloop and is also an Executive Director.
Daniel was formerly the Vice President & Chief Risk Officer
at Aurizon. Aurizon operates the world’s largest coal supply
chain in Central Queensland in addition to haulage interests
in iron ore, bulk commodities and freight across Australia.
Daniel brings a strong commercial approach and expertise
across strategy, finance, governance and risk management.
Daniel was the former Group Financial Controller at Energex
responsible for the preparation of the annual audited
accounts and commercial and financial advice. His prior
roles with Suncorp in audit, risk and capital management
equipped him with a strong focus on risk taking to generate
returns for shareholders. He also worked at Toyota (Tsusho)
for 5 years in a variety of roles, including as the Group’s
Business Review Manager and as part of the finance
leadership team with APAC responsibilities.
Daniel completed a Bachelor of Business degree (Central
Queensland University) and has completed the CPA
Program and Graduate Diploma in Applied Corporate
Governance with the Governance Institute of Australia. He
has been conferred with FCPA and FGIA in recognition of
his strong governance experience
OTHER CURRENT ASX DIRECTORSHIPS
nil
FORMER ASX DIRECTORSHIPS
nil
SPECIAL RESPONSIBILITIES
Member of the Audit and Risk Committee
INTERESTS IN SHARES AND OPTIONS
1,050,000 fully paid ordinary shares
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Superloop Limited and controlled entities Superloop Annual Report 2015 Information on Directors
Information on Directors
GREG BAYNTON
Independent Non Executive Director
Appointed: 28 April 2014
EXPERIENCE AND EXPERTISE
LOUISE BOLGER
Independent Non Executive Director
Appointed: 27 April 2015
EXPERIENCE AND EXPERTISE
Greg Baynton is the founder and Managing Director of
Orbit Capital, an investment and advisory company and
holder of an Australian Financial Services Licence. He
has a background in investment banking, infrastructure
investment, and new projects and has experience in IPOs
and other capital raisings, mergers and acquisitions,
investor relations and corporate governance.
He has considerable experience as a director of ASX-listed
companies. Among those, Greg is a former Director of
Asia Pacific Data Centre Limited, NEXTDC and of PIPE
Networks.
Greg holds a Master of Business Administration (QUT), a
Master of Economic Studies (UQ), a Postgraduate Diploma
in Applied Finance & Investment (SIA), and Bachelor of
Business (Accountancy).
OTHER CURRENT ASX DIRECTORSHIPS
nil
FORMER ASX DIRECTORSHIPS
COALBANK Limited (ASX:CBQ) - resigned 22/09/2013
Asia Pacific Data Centre Group - (ASX:AJD) - resigned
04/02/2015
NEXTDC Limited (ASX:NXT) - resigned 30/04/2014
Lamboo Resources (ASX:LMB) - resigned 11/09/2014
SPECIAL RESPONSIBILITIES
Chairman of the Audit and Risk Committee
Member of the Remuneration and Nomination Committee
INTERESTS IN SHARES AND OPTIONS
695,000 fully paid ordinary shares
Louise Bolger is an experienced in-house
telecommunications, media and technology lawyer and
company secretary.
Currently Louise is General Counsel and Company
Secretary for the ASX listed pre-paid cards issuer
Emerchants Limited, and prior to that was also General
Counsel and Company Secretary at Southern Cross Media
Group Limited and PIPE Networks.
Louise commenced her career in private legal practice
before continuing on to in-house roles with Telstra, Logica
and Bank of Queensland.
Louise holds a Bachelor of Laws (Hons) and a Bachelor of
Arts (Modern Asian Studies) from Griffith University.
OTHER CURRENT ASX DIRECTORSHIPS
nil
FORMER ASX DIRECTORSHIPS
nil
SPECIAL RESPONSIBILITIES
Chairman of the Remuneration and Nomination Committee
INTERESTS IN SHARES AND OPTIONS
50,000 fully paid ordinary shares
MICHAEL MALONE
Independent Non-Executive Director
Appointed: 27 April 2015
EXPERIENCE AND EXPERTISE
Michael Malone is the former CEO of iiNet Limited,
having founded the company in 1993. During his
tenure, iiNet became the second largest broadband
DSL ISP in Australia.
Michael has been recognised with a raft of industry
accolades. In 2009 Michael was CEO of the Year
in the Australian Telecom Awards and National
Customer Service CEO of the Year in the CSIA’s
Australian Service Excellence Awards. Michael was
named a finalist for WA Citizen of the Year and in
2011 he won the Ernst & Young Entrepreneur of the
Year Award.
OTHER CURRENT ASX DIRECTORSHIPS
Seven West Media Ltd (ASX:SWM) - appointed 24/06/15
SpeedCast Ltd (ASX:SDA) – appointed 14/07/14
FORMER ASX DIRECTORSHIPS
iiNet Ltd (ASX:IIN) – resigned 21/03/14
SPECIAL RESPONSIBILITIES
Member of the Audit and Risk Committee
INTERESTS IN SHARES AND OPTIONS
625,000 fully paid ordinary shares
GREGORY BRYANT - Company Secretary
The company secretary at the end of the financial period
was Gregory Bryant.
Greg is the Chief Financial Officer of Superloop Limited.
Greg is a senior finance executive with over 20 years
experience in the financial services industry where he held
several executive management positions including Chief
Financial Officer for Suncorp Bank. Greg was part of
the leadership team that steered the bank through
the global financial crisis to its position in 2014 as
the fifth largest bank in Australia. Greg has also
worked in senior finance roles for AMP Bank, the
Australian National Credit Union, and with a leading
consultancy firm specialising in Asset & Liability
management.
Greg has strong leadership skills, combined
with strong accounting, finance & treasury, risk,
governance and capital management skills and
a proven track record and expertise in providing
the highest level of complex financial and strategic
advice.
Greg holds a Bachelor of Commerce (Accountancy
Major) from the University of Wollongong, a Masters
in Applied Finance from Macquarie University and is
a CPA.
16
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Superloop Limited and controlled entities Superloop Annual Report 2015 Meeting of Directors
The number of meetings of the Group’s Board of Directors and of each board committee held during the period, and the
number of meetings attended by each director are as follows:
Meetings of committees
Meetings
of Directors
Audit and
Risk Management
Remuneration
and Nomination
A
9
4
9
4
2
3
B
9
6
9
4
2
3
A
N/A
1
1
N/A
1
B
N/A
1
1
N/A
1
A
1
B
1
N/A
N/A
1
1
1
1
N/A
N/A
N/A
N/A
N/A
N/A
Bevan Slattery
Daniel Abrahams
Greg Baynton
Louise Bolger
Michael Malone
Former Directors
Mr Rajneil Sharan (resigned 2 April 2015)
A = Number of meetings attended
B = Number of meetings held during the time the director held office or was a member of the committee during the period
N/A = Not applicable. Not a member of the relevant committee
On behalf of the Directors.
Bevan Slattery
Executive Chairman
Superloop Limited
31 August 2015
Directors’ Statutory Report
Remuneration Report
MESSAGE FROM THE BOARD
Dear Shareholders,
Welcome to the Superloop Group’s remuneration report for 2015, for which we seek your support.
As shareholders are aware, Superloop has only recently been established to invest in
telecommunications infrastructure and recently gained admission to the ASX. As disclosed in the
prospectus and in this report, the Company has not yet established a comprehensive remuneration
policy including at-risk short-term and long-term incentives.
Superloop’s vision “To become a leading independent provider of connectivity services across the Asia
Pacific Region” is designed to support long term shareholder value. Pivotal to Superloop’s success and
execution of this strategy is to have the right people in place to lead the Company in the execution of our
vision as we progress from this early stage to being fully operational, and to help set the foundation for
sustainable and long term growth.
The role of the committee is to assist the Board and make recommendations on remuneration and
related policies and practices (including remuneration of senior management and non-executive
Directors). A key principle which the committee will operate by is to ensure that the remuneration
framework will be transparent, competitive and reasonable. The committee will oversee the development
of an appropriate remuneration policy which will ensure the alignment between shareholder returns and
performance related remuneration, including designing a remuneration structure that ensures there is
a direct link between remuneration and performance (both Company and individual) that is ultimately
aligned to shareholder interest.
On behalf of the Board,
Louise Bolger
Chair - Remuneration and Nomination Committee
Superloop Limited
18
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Superloop Limited and controlled entities Superloop Annual Report 2015 Remuneration Report
Remuneration Report
The remuneration report for FY15, which forms part of the Directors’ report, sets out the remuneration arrangements for
Directors and other Key Management Personnel (KMP) of Superloop for the period ended 30 June 2015 (FY15), and is
prepared in accordance with section 300A of the Corporations Act 2001 (Corporations Act). The information in this report
has been audited as required by section 308(3C) of the Corporations Act. This report is presented in the following sections:
Contents
1. Persons Covered by this Report
2. Overview of Remuneration Governance Framework
3. Director Remuneration
4. Executive Remuneration
5. Loans to Executives
6. Remuneration Outcome for FY15
7. Summary of Shares Held by KMP
Page
20
21
21
22
22
23
24
1. THE PERSONS COVERED BY THIS REPORT
Key Management Personnel (“KMP”) include Directors of the Group and Senior Executives. The term “Senior Executives”
refer to the Executive Chairman, CEO and those executives with responsibility for planning, directing and controlling the
activities of the Group and the Group, directly or indirectly.
NON-EXECUTIVE DIRECTORS
Name
Position
Greg Baynton
Louise Bolger
Michael Malone
Independent Non-Executive Director
Chair of the Audit and Risk Committee
Member of the Remuneration and Nomination Committee
Independent Non-Executive Director
Chair of the Remuneration and Nomination Committee
Independent Non-Executive Director
Member of the Audit and Risk Committee
SENIOR EXECUTIVES
Name
Position
Bevan Slattery
Executive Chairman
Member of the Remuneration and Nomination Committee
Daniel Abrahams
Chief Executive Officer (CEO)
Executive Director
Member of the Audit and Risk Committee
Matt Whitlock
Chief Operations Officer (COO)
Gregory Bryant
Chief Financial Officer (CFO)
Company Secretary
Michael Glynn
Executive Vice President – Sales & Marketing
CHANGES SINCE THE END OF THE REPORTING PERIOD
There have been no changes to Key Management Personnel since the end of the reporting period.
2. OVERVIEW OF REMUNERATION
GOVERNANCE FRAMEWORK
2.1 REMUNERATION AND NOMINATION COMMITTEE
CHARTER
The purpose of the committee is to assist the Board and
make recommendations to it about the appointment of
new Directors (both executive and non-executive) and senior
management and on remuneration and related policies and
practices (including remuneration of senior management
and non-executive Directors)
2.2 SECURITIES TRADING POLICY
A securities trading policy (Trading Policy) has been adopted
by the Board to provide guidance to Directors, employees of
Superloop, and other parties who may have access to price
sensitive information, where they are contemplating dealing
in Superloop’s securities or the securities of entities with
whom Superloop may have dealings.
The Trading Policy is designed to ensure that any trading
in Superloop’s securities is in accordance with the law. Any
non-compliance with the Trading Policy will be regarded as
an act of serious misconduct. The Trading Policy is available
on Superloop’s website at www.superloop.com/investor.
The committee’s functions include:
• development of criteria (including skills, qualifications
•
and experience) for Board candidates;
identification and consideration of possible candidates
and recommendation to the Board;
• ensuring appropriate induction and continuing
professional development programs are implemented
for Directors;
review of processes for succession planning for the
Board, CEO and other senior executives;
•
• establishment of procedures, and recommendations
to the Chairman, for the proper oversight of the Board
and management;
• ensuring the performance of each Director, and of
senior management, is reviewed and assessed each
year using procedures adopted by the Board;
review and evaluation of market practices and trends
on remuneration matters;
recommendations to the Board about the Group’s
remuneration policies and procedures;
•
•
• oversight of the performance of senior management
•
•
and non-executive Directors;
recommendations to the Board about remuneration of
senior management and non-executive Directors;
reviewing the Group’s reporting and disclosure
practices in relation to the remuneration of Directors
and senior executives.
Meetings are held at least once a year and more often as
required.
A copy of the committee’s charter is available on
Superloop’s website at www.superloop.com/investor.
3. DIRECTOR REMUNERATION
3.1 DIRECTOR REMUNERATION POLICY
Superloop’s Director remuneration policy is to provide fair
remuneration that is sufficient to attract and retain non-
executive directors with experience, knowledge, skills and
judgment.
The Directors decide the total amount paid to each Director
as remuneration for their services. Under the Listing Rules,
the total amount paid to all non-executive Directors must
not exceed in any financial year the amount fixed in a
general meeting of Superloop. This amount is currently
$750,000. Non-executive directors fees include base fees
and fees for membership on board committees, and where
relevant are inclusive of superannuation contributions.
Non-executive Directors may be paid such additional or
special remuneration where a Director performs extra work
or services which are not conducted in their capacity as a
Director of Superloop.
Actual Directors fees for FY15 were $24,583. The fees only
became payable from the Group’s ASX listing date of 4 June
2015.
There are no retirement benefit schemes for Directors other
than statutory superannuation contributions.
3.2 DIRECTOR FEES
The current director fees per annum are:
Base Fees
Chairman
Non-Executive Director
Per Committee
$75,000
$60,000
$10,000
To preserve independence, non-executive directors do not
receive incentive or performance based remuneration.
Non-executive directors receive reimbursement of expenses
incurred while carrying out their director duties.
20
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Superloop Limited and controlled entities Superloop Annual Report 2015
Remuneration Report
4.4 SHORT TERM INCENTIVE POLICY AND PROCEDURE
At this stage the Group has not implemented any short term
incentive policy or scheme, with the exception in relation to
Mr Matt Whitlock, COO.
Mr Whitlock, subject to meeting certain project milestones
in relation to the construction, installation, rollout and
commission of the Group’s network assets is eligible for
short-term cash incentive payments totaling $200,000.
The overall project delivery is for the networks assets to be
operational in the September 2015 quarter, and therefore at
the date of this report, the assessment of the awarding of
any incentive is still under review.
4.5 LONG TERM INCENTIVE POLICY AND PROCEDURE
At this stage the Group has not implemented any long term
incentive policy or scheme.
5. LOANS TO EXECUTIVES
Certain key management personnel were eligible to
participate in a loan scheme provided by a related party
to enable them to acquire shares as part of the private
placement capital raising undertaken by the Group. The
terms and conditions of the loan agreement are of a
commercial nature, including a market based interest rate.
Under the terms and conditions of the loan scheme, the
loan term is 12 months, with full principal and interest due
at the end of the term. If the employee resigns or leaves the
Group before the end of the original loan term, the loan plus
any accrued interest is repayable immediately.
The Group does not guarantee or have any obligations with
respect to the loan agreement between the employee and
the related party.
The amounts outstanding as at 30 June 2015
Executives
Daniel Abrahams
Loan Amount
$ 400,000
4. EXECUTIVE REMUNERATION
4.1 SENIOR EXECUTIVE REMUNERATION POLICY
Superloop’s executive remuneration policy is still under
development, including the potential for at-risk short-term
and long-term incentives. As the policy is developed,
Superloop will ensure that the remuneration framework will
be transparent, competitive and reasonable. Development
of an appropriate remuneration policy will strengthen the
alignment between shareholder returns and performance
related remuneration including a remuneration structure that
ensures there is a direct link between remuneration and
performance (both Company and individual) that is ultimately
aligned to shareholder interest.
4.2 EXECUTIVE CHAIRMAN REMUNERATION
In addition to his role as Chairman of the Board, Mr Slattery
provides additional services to the Group in his role as
Executive Chair. The Group has entered into a services
agreement with Mr Slattery with respect to his role as
Executive Chairman. The agreement is for an initial period
of 12 months, commencing 4 June 2015, with a monthly
retainer of $10,000. This amount is in addition to the
Chairman’s fee.
After the initial period the Board will consider the ongoing
need for this arrangement. The agreement contains
standard terms and conditions for agreements of this
nature, including confidentiality, restraint on competition and
retention of intellectual property.
4.3 CEO & EXECUTIVE DIRECTOR REMUNERATION
Mr Abrahams commenced employment with the Group on 3
March 2015 as CEO, and was appointed to the Board on 2
April 2015.
The initial term of his employment contract is 3 years. Mr
Abraham's remuneration package consists of an annual
salary (including superannuation) of $300,000, and a car
parking space. The period of notice to terminate the
agreement is six months, or the remaining term of the
employment period if the remaining term is less than six
months.
Mr Abraham’s employment agreement allows him to
participate in any employee incentive schemes, subject to
meeting the appropriate performance hurdles, approved by
the Board.
Mr Abrahams also entered into a loan agreement with a
related party, to enable the purchase of Superloop shares
through the private placement undertaken by the Group.
Refer to section 5 for additional details.
Remuneration Report
6. REMUNERATION OUTCOME FOR FY15
The tables below outline the remuneration received by KMP during the period.
This information is disclosed in accordance with the Corporations Act and the Australian Accounting Standards.
DIRECTORS
Director’s fees commenced on 4 June 2015, when the Group was admitted to the ASX.
The fees and remuneration received by the Directors are:
Executive Directors
Bevan Slattery¹
Executive Chairman
Daniel E Abrahams²
Chief Executive Officer &
Executive Director
Non-Executive Directors
Gregory Baynton
Louise Bolger
Michael Malone
Salary
$
Superannuation
Contributions
$
Other
Benefits
$
Total
$
STI
$
Total Remuneration
Package (TRP)
$
LTI
$
14,840
1,410
0
16,250
N/A
N/A
16,250
68,495
6,507
810
75,812
0
0
75,812
6,667
5,327
5,833
0
506
0
0
0
0
6,667
5,833
5,833
N/A
N/A
N/A
N/A
N/A
N/A
6,667
5,833
5,833
(1) Mr Slattery’s consultancy agreement and Chairman’s fee commenced on 4 June 2015
(2) Mr Abrahams commenced employment as CEO on 3 March 2015 with Superloop (Australia) Pty Ltd, which was acquired by Superloop Group on 27 March 2015.
Information above is only from date of acquisition.
EXECUTIVES
The fees and remuneration received by the Executives are:
Salary
$
Superannuation
Contributions
$
Other
Benefits
$
Total
$
STI
$
Total Remuneration
Package (TRP)
$
LTI
$
Executives
Gregory Bryant
Chief Financial Officer &
Company Secretary
Matt Whitlock
Chief Operating Officer
Michael Glynn
Executive Vice President
Sales & Marketing
55,322
5,256
810
61,388
45,874
4,358
42,501
4,038
0
0
50,232
46,539
0
0
0
0
0
0
61,388
50,232
46,539
Mr Bryant commenced employment with Superloop (Australia) Pty Ltd on 26 March 2015.
Mr Whitlock commenced employment with Superloop (Australia) Pty Ltd on 10 April 2015.
Mr Glynn commenced employment with Superloop (Australia) Pty Ltd on 10 November 2014, which was acquired by Superloop Group on 27 March 2015.
Information above is only from date of acquisition.
22
23
Superloop Limited and controlled entities Superloop Annual Report 2015
Remuneration Report
Corporate Governance Statement
7. SUMMARY OF SHARES HELD BY KMP
The tables below outlines the movement in shareholdings by KMP during the period
Opening
Balance
Received as part
of Remuneration
Additions
Disposals
Closing Balance
30 June 2015
Directors
Bevan Slattery
Daniel E Abrahams
Gregory Baynton
Louise Bolger
Michael Malone
Executives
Matt Whitlock
Michael Glynn
Gregory Bryant
TOTAL
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
60,000,000
1,050,000
695,000
50,000
625,000
120,000
100,000
31,250
62,671,250
0
0
0
0
0
0
0
0
0
60,000,000
1,050,000
695,000
50,000
625,000
120,000
100,000
31,250
62,671,250
Overview
The following statement sets out the corporate governance framework adopted by the Board of Directors (“the Board”)
of Superloop Limited. The Board is dedicated to ensuring its policies and procedures in the critical area of corporate
governance meet high levels of disclosure and compliance.
As a Company listed on the Australia Securities Exchange (“ASX”), Superloop is required either to apply the
recommendations contained within the ASX Corporate Governance Council’s (“ASX CGC”) Corporate Governance
Principles and Recommendations with 2010 Amendments (3rd Edition) (“ASX 3rd Edition Recommendations”) or disclose
any differences to them. The Board has reported against ASX 3rd Edition Recommendations for the financial period
ended 30 June 2015.
Corporate Governance Principles – Summary
Principle 1 - Lay solid foundations for managment and
oversight
Compiles
Note
1.1 Companies should establish the functions reserved to the
board and those delegated to senior executives and disclose
those functions
Complies
The Board is responsible for overall corporate governance of the
Company.
The role of the Board and delegation to management have been
formalised in the Charter which outlines the main corporate
governance practices in place for the Company and to which the
Board and each Director are committed. The conduct of the Board
is also governed by the Company’s constitution, and where there
is inconsistency with that document, the constitution prevails to
the extent of the inconsistency. The Charter will be reviewed and
amended from time to time as appropriate taking into consideration
practical experience gained in operating as a listed company.
1.2 Undertake appropriate checks before appointing a
person as a director, and provide shareholders with all
material information relevant to a decision on whether or not
to elect or re-elect a director.
Complies
The Company has completed police checks, insolvency and
banned director searches in relation to the existing directors. The
Company will conduct appropriate checks for future appointments.
1.3 Have a written agreement with each director and senior
executive setting out the terms of their appointment
Complies
The Company has entered into written agreements with each
director and senior executive.
1.4 The company secretary should be accountable directly
to the Board, through the chair, on all matters to do with the
proper functioning of the board.
Complies
1.5 Establish a diversity policy and disclose the policy
or a summary of that policy. The policy should include
requirements for the Board to establish measurable objectives
for achieving gender diversity and for the Board to assess
annually both the objectives and progress in achieving them,
for reporting against in each reporting period
Does not
comply
This is consistent with the Charter and corporate structure of the
Company.
The Company Secretary has a direct relationship with the Board in
relation to these matters.
The Company does not have a diversity policy. The Board is
committed to fostering a corporate culture that embraces diversity,
however the Board considers that because of the size and the
nature of the Company it not appropriate at this time to set
measurable objectives to achieve gender diversity.
1.6 Have a process for periodically evaluating the
performance of the Board, its committees and individual
directors, and disclose that process and, at the end of each
reporting period, whether such performance evaluation was
undertaken in that period.
Complies
1.7 Have a process for periodically evaluating the
performance of the company’s senior executives, and
disclose that process and, at the end of each reporting
period, whether such performance evaluation was undertaken
in that period.
Complies
The Board Charter provides for regular performance reviews to be
conducted.
The Board has adopted a charter establishing the requirements to
undertake performance reviews, but at the time of this prospectus
have not undertaken any reviews. The company intends to evaluate
performance of the Board and disclose for each future reporting
period whether an evaluation has been undertaken.
The Board’s broad function is to formulate strategy and set financial
targets for the Company, monitor the implementation and execution
of strategy and performance against financial targets, appoint and
oversee the performance of executive management, and generally
take an effective leadership role in relation to the Company.
The Chairman, with assistance from the Remuneration &
Nomination Committee, annually assesses the performance of
Directors and senior executives, and the Chairman’s performance is
assessed by the other Directors
24
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Superloop Limited and controlled entities Superloop Annual Report 2015 Corporate Governance Statement
Corporate Governance Statement
Principle 2 - Structure of the board to add value
Compiles
Note
2.1 The Company should have a nomination committee,
which has at least three members, a majority of
independent directors and is chaired by an independent
director. The functions and operations of the nomination
committee should be disclosed
Complies
2.2 Have and disclose a board skills matrix, setting out
what the board is looking to achieve in its membership.
Partially
2.3 Disclose the names of the directors that the Board
considers to be independent directors, and an explanation
of why the Board is of that opinion if a factor that impacts
on independence applies to a director, and disclose the
length of service of each director.
Complies
2.4 A majority of the Board should be independent
Complies
2.5 The chair of the Board should be an independent
director and should not be the CEO.
Partially
A Remuneration & Nominations Committee has been established
with its own Charter and consists of Louise Bolger (committee
Chair), Greg Baynton and Bevan Slattery.
The Remuneration & Nomination Committee complies with
recommendation 2.1, which recommends that the committee has at
least three members, the majority of whom must be independent.
The Company has established charter rules for the Remuneration
& Nomination Committee as a guide for Board deliberations.
Together, the Directors have a broad range of experience, expertise,
skills, qualifications and contacts relevant to the Company and its
business. However at this stage the Company has not disclosed a
board skills matrix.
Louise Bolger (appointed 27 April 2015)
Michael Malone (appointed 27 April 2015)
Greg Baynton (appointed 28 April 2014)
While Mr Baynton has had a long business relationship with Mr
Slattery, as co-directors and investors of PIPE Networks and
NEXTDC, the Board does not believe that those relationships
influence Mr Baynton to extent that he ought not be classified as
independent.
The Company currently has a five member Board, of whom three
(Louise Bolger, Greg Baynton and Michael Malone) are independent
non-executive Directors
The Chairman, Bevan Slattery, is an Executive Director, and is
not independent. The Company’s Chief Executive Officer, Daniel
Abrahams, is not the same individual as the Chairman.
The Board believes that the nonindependence of the Chairman
does not impede proper oversight of the Chief Executive Officer,
particularly having regard to the fact that a majority of the Board are
independent, non-executive Directors.
2.6 There should be a program for inducting new directors
and providing appropriate professional development
opportunities for directors to develop and maintain the
skills and knowledge needed to perform their role as a
director effectively.
Complies
This is consistent with the Board Charter and processes
implemented by Superloop.
Principle 3 - Act ethical and responsibly
Compiles
Note
3.1 Have a code of conduct for the Board, senior
executives and employees, and disclose that code or a
summary of that code.
Complies
The Company has adopted a code of conduct, which sets out
a framework to enable Directors to achieve the highest possible
standards in the discharge of their duties and to give a clear
understanding of best practice in corporate governance.
Principle 4 - Safeguard integrity in corporate reporting
Compilied
Note
4.1 The Company should have an audit committee,
which consists of only non-executive directors, a majority
of independent directors, is chaired by an independent
chairman who is not chairman of the Board, and has at
least three members. The functions and operations of the
audit committee should be disclosed.
Partially
The Company has established an Audit & Risk Management
Committee to assist and report to the Board. The Audit & Risk
Management Committee consists of two non-executive Directors
and one Executive Director.
The Company complies to the extent that an independent, non-
executive Director chairs the committee, however the committee
also includes the Chief Executive Officer (and Executive Director),
Mr Abrahams. The Company notes that Mr Abrahams has a strong
history in audit, governance and risk management roles. The size
and scope of the Company’s activities does not justify the cost of
appointing additional independent directors at this stage.
4.2 The Board should, before approving financial
statements for a financial period, receive a declaration
from the CEO and CFO that, in their opinion, the financial
records 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 Company, formed
on the basis of a sound system of risk management and
internal controls, operating effectively.
Complies
This is consistent with the approach to be adopted by the Audit &
Risk Management Committee and Board.
4.3 The Company’s auditor should attend the AGM and
be available to answer questions from security holders
relevant to the audit.
Complies
Superloop’s auditor will be requested to attend the AGM and
shareholders will be entitled to ask questions in accordance with
the Corporations Act and these Guidelines.
Principle 5 - Make timely and balanced disclosure
Complies
Note
5.1 Have a written policy for complying with continuous
disclosure obligations under the Listing Rules, and disclose
that policy or a summary of it.
Complies
Superloop has a written continuous disclosure policy that is
designed to ensure that all material matters are appropriately
disclosed in a balanced and timely manner and in accordance with
the requirements of the ASX Listing Rules.
Principle 6 - Respect the rights of security holders
Complied
Note
6.1 Provide information about the Company and its
governance to investors via its website.
Complies
The Board Charter and other applicable policies are available on the
Company’s website.
6.2 Design and implement an investor relations program to
facilitate effective two-way communication with investors.
Complies
6.3 Disclose the policies and processes in place to
facilitate and encourage participation at meetings of
security holders.
Complies
The Company aims to ensure that all Shareholders are well
informed of all major developments affecting the Company and
that the full participation by Shareholders at the Company’s AGM is
facilitated.
The Company has adopted a Continuous Disclosure Policy.
The Company intends to facilitate effective participation in the
AGM, as well as the ability to submit written questions ahead of
the AGM. The Company intends to adopt appropriate technologies
to facilitate the effective communication and conduct of general
meetings. The Company has not disclosed a formal policy or
process, but does intend to implement policies and procedures to
further this objective after listing.
6.4 Give security holders the option to receive
communications from, and send communications to, the
Company and its share registry electronically.
Complies
The Company has instructed it's share registry to facilitate this
option for investors.
Principle 7- Recognise and manage risk
Complies
Notes
7.1 The Board should have a risk committee which is
structured so that it consists of a majority of independent
directors, is chaired by an independent director, and has at
least three members. The functions and operations of the
risk committee should be disclosed.
Complies
The Company has a combined Audit & Risk Committee. The
functions and operations of the committee are established under
the Charter.
The Audit & Risk Management Committee consists of two non-
executive Directors and one Executive Director. A non-executive
Director chairs the committee.
7.2 The Board or a committee of the Board should review
the entity’s risk management framework with management
at least annually to satisfy itself that it continues to be
sound, and disclose, in relation to each reporting period,
whether such a review has taken place.
Complies
The Charter establishes the role of the committee. The committee
continues to develop and enhance its risk management framework.
Annual reviews will occur, however as the committee is newly
formed the first annual review is not due to be completed until
2016.
26
27
Superloop Limited and controlled entities Superloop Annual Report 2015 Corporate Governance Statement
Corporate Governance Statement
Auditor’s Independence Declaration
Auditor’s Independence Declaration
7.3 Disclose if the Company has an internal audit function,
how the function is structured and what role it performs,
7.3 Disclose if the Company has an internal audit function,
or if it does not have an internal audit function, that fact
how the function is structured and what role it performs,
and the processes the Company employs for evaluating
or if it does not have an internal audit function, that fact
and continually improving the effectiveness of its risk
and the processes the Company employs for evaluating
management and internal control processes.
and continually improving the effectiveness of its risk
management and internal control processes.
Complies
Complies
7.4 Disclose whether the Company has any material
exposure to economic, environmental and social
7.4 Disclose whether the Company has any material
sustainability risks and, if so, how it manages those risks.
exposure to economic, environmental and social
sustainability risks and, if so, how it manages those risks.
Principle 8- Remunerate fairly and responsibly
Principle 8- Remunerate fairly and responsibly
8.1 The Board should have a remuneration committee
which is structured so that it consists of a majority of
8.1 The Board should have a remuneration committee
independent directors, is chaired by an independent
which is structured so that it consists of a majority of
director, and has at least three members. The functions
independent directors, is chaired by an independent
and operations of the remuneration committee should be
director, and has at least three members. The functions
disclosed.
and operations of the remuneration committee should be
disclosed.
Complies
Complies
Complies
Complies
Complies
Complies
8.2 The policies and practices regarding the remuneration
of non-executive directors, and the remuneration of
8.2 The policies and practices regarding the remuneration
executive directors and other senior executives, should be
of non-executive directors, and the remuneration of
separately disclosed
executive directors and other senior executives, should be
separately disclosed
Complies
Complies
8.3 If the Company has an equity-based remuneration
scheme, it should have a policy on whether participants are
8.3 If the Company has an equity-based remuneration
permitted to enter into transactions (whether through the
scheme, it should have a policy on whether participants are
use of derivatives or otherwise) which limit the economic
permitted to enter into transactions (whether through the
risk of participating in the scheme, and disclose that policy
use of derivatives or otherwise) which limit the economic
or a summary of it.
risk of participating in the scheme, and disclose that policy
or a summary of it.
Complies
Complies
The Company does not have an internal audit function due to the
Company’s limited number of employees and the relative nature
The Company does not have an internal audit function due to the
and scale of its operations. The costs of an independent internal
Company’s limited number of employees and the relative nature
audit function would be disproportionate. The Company has an
and scale of its operations. The costs of an independent internal
external auditor and the Audit & Risk Management Committee
audit function would be disproportionate. The Company has an
monitors and evaluate material or systemic issues.
external auditor and the Audit & Risk Management Committee
The Board believes it and the Audit & Risk Management Committee
monitors and evaluate material or systemic issues.
have appropriate oversight of the existing operations.
The Board believes it and the Audit & Risk Management Committee
have appropriate oversight of the existing operations.
The Board does not believe the Company has any such material
exposures
The Board does not believe the Company has any such material
exposures
Notes
Notes
The Board has established a Remuneration & Nomination
committee to assist the Board to discharge its responsibilities
The Board has established a Remuneration & Nomination
in relation to remuneration and issues relevant to remuneration
committee to assist the Board to discharge its responsibilities
policies and practices, including those for senior management
in relation to remuneration and issues relevant to remuneration
and non-executive Directors. The remuneration committee
policies and practices, including those for senior management
consists of three Directors, a majority of whom are independent,
and non-executive Directors. The remuneration committee
non-executive Directors and is chaired by an independent, non-
consists of three Directors, a majority of whom are independent,
executive Director who is not the Chairman. The composition and
non-executive Directors and is chaired by an independent, non-
role of the Remuneration & Nomination Committee is set out in the
executive Director who is not the Chairman. The composition and
Remuneration & Nomination Committee Charter.
role of the Remuneration & Nomination Committee is set out in the
Remuneration & Nomination Committee Charter.
The Company’s remuneration report within the Annual Report sets
out the policies and practices for the remuneration of non-executive
The Company’s remuneration report within the Annual Report sets
directors, executive directors and senior executives.
out the policies and practices for the remuneration of non-executive
No director or senior executive is involved directly in deciding their
directors, executive directors and senior executives.
own remuneration.
No director or senior executive is involved directly in deciding their
own remuneration.
The Company does not currently operate an equity-based
remuneration scheme, although it intends to adopt one. In
The Company does not currently operate an equity-based
accordance with the Company’s Securities Trading Policy
remuneration scheme, although it intends to adopt one. In
participants are not permitted to enter into transactions that limit
accordance with the Company’s Securities Trading Policy
economic risk with written clearance.
participants are not permitted to enter into transactions that limit
economic risk with written clearance.
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Riverside Centre
Level 25
123 Eagle Street
Brisbane QLD 4000
GPO Box 1463
Brisbane QLD 4001 Australia
Tel: +61 7 3308 7000
Fax: +61 (0) 3308 7000
www.deloitte.com.au
The Board of Directors
Superloop Limited
14 – 16 Church Street
Fortitude Valley
Brisbane QLD 4006
31 August 2015
Dear Board Members
Superloop Limited
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the
following declaration of independence to the directors of Superloop Limited.
As lead audit partner for the audit of the financial statements of Superloop Limited for the
financial period ended 30 June 2015, I declare that to the best of my knowledge and belief, there
have been no contraventions of:
(i) the auditor independence requirements of the Corporations Act 2001 in relation to
the audit; and
(ii) any applicable code of professional conduct in relation to the audit.
Yours sincerely
DELOITTE TOUCHE TOHMATSU
R G Saayman
Partner
Chartered Accountant
28 Superloop Annual Report 2015
28
Superloop Limited and controlled entities
29
29
Liability limited by a scheme approved under Professional Standards Legislation.
Superloop Limited and controlled entities Superloop Annual Report 2015
Independent Auditor’s Report
Independent Auditor’s Report
Independent Auditor’s Report
Independent Auditor’s Report
Deloitte Touche Tohmatsu
ABN 74 490 121 060
Riverside Centre
Level 25
123 Eagle Street
Brisbane QLD 4000
GPO Box 1463
Brisbane QLD 4001 Australia
Tel: +61 7 3308 7000
Fax: +61 (0) 3308 7000
www.deloitte.com.au
Independent Auditor’s Report
to the Members of Superloop Limited
Report on the Financial Report
We have audited the accompanying financial report of Superloop Limited, which comprises the
consolidated statement of financial position as at 30 June 2015, the consolidated statement of
comprehensive income, the consolidated statement of cash flows and the consolidated statement of
changes in equity for the period ended on that date, notes comprising a summary of significant
accounting policies and other explanatory information, and the directors’ declaration of the
consolidated entity, comprising the company and the entities it controlled at the period end or from
time to time during the financial period, as set out on pages 32 to 62.
Directors’ Responsibility for the Financial Report
The directors of the company are responsible for the preparation of the financial report that gives a
true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001
and for such internal control as the directors determine is necessary to enable the preparation of the
financial report that gives a true and fair view and is free from material misstatement, whether due to
fraud or error. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101
Presentation of Financial Statements, that the financial statements comply with International Financial
Reporting Standards.
Auditor’s Responsibility
Our responsibility is to express an opinion on the financial report based on our audit. We conducted
our audit in accordance with Australian Auditing Standards. Those standards require that we comply
with relevant ethical requirements relating to audit engagements and plan and perform the audit to
obtain reasonable assurance whether the financial report is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures
in the financial report. The procedures selected depend on the auditor’s judgement, including the
assessment of the risks of material misstatement of the financial report, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control, relevant to the company’s
preparation of the financial report that gives a true and fair view, 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. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by the directors, as
well as evaluating the overall presentation of the financial report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our audit opinion.
Auditor’s Independence Declaration
In conducting our audit, we have complied with the independence requirements of the Corporations
Act 2001. We confirm that the independence declaration required by the Corporations Act 2001,
which has been given to the directors of Superloop Limited, would be in the same terms if given to the
directors as at the time of this auditor’s report.
In our opinion:
(a) the financial report of Superloop Limited is in accordance with the Corporations Act 2001,
including:
(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at
30 June 2015 and of their performance for the period ended on that date; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001; and
(b) the financial statements also comply with International Financial Reporting Standards as disclosed
in Note 1.
Report on the Remuneration Report
We have audited the Remuneration Report included in pages 20 to 24 of the directors’ report for the
period ended 30 June 2015. The directors of the company are responsible for the preparation and
presentation of the Remuneration Report in accordance with section 300A of the Corporations Act
2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit
conducted in accordance with Australian Auditing Standards.
Opinion
In our opinion the Remuneration Report of Superloop Limited for the period ended 30 June 2015,
complies with section 300A of the Corporations Act 2001.
DELOITTE TOUCHE TOHMATSU
R G Saayman
Partner
Chartered Accountants
Brisbane, 31 August 2015
Liability limited by a scheme approved under Professional Standards Legislation.
Member of Deloitte Touche Tohmatsu Limited
30
30 Superloop Annual Report 2015
Superloop Limited and controlled entities
31
31
Superloop Limited and controlled entities Superloop Annual Report 2015
Directors’ Declaration
Financial Report
In the Directors’ Opinion:
a.
b.
The financial statements and notes set out on pages 33 to 62 are in accordance
with the Corporations Act 2001, including:
i. Complying with Accounting Standards, the Corporations Regulations
2001 and other mandatory professional reporting requirements, and
ii. Giving a true and fair view of the Group’s financial position as at 30 June
2015 and of its performance for the period ended on that date, and
At the date of this declaration, there are reasonable grounds to believe that the
Group will be able to pay its debts as and when they become due and payable, and
Note 1(a) confirms that the financial statements also comply with International
Financial Reporting Standards as issued by the International Accounting Standards
Board. The directors have been given the declarations by the chief executive officer
and chief financial officer required by 295A of the Corporations Act 2001.
This declaration is made in accordance with a resolution of the directors.
Daniel Abrahams
Executive Director and Chief Executive Officer
Brisbane
31 August 2015
30 June 2015
These financial statements are the consolidated financial statements of the
consolidated entity consisting of Superloop Limited (ABN 96 169 263 094) and its
subsidiaries.
Superloop Limited is a company limited by shares, incorporated and domiciled in
Australia. The financial statements are presented in the Australian currency.
Superloop’s registered office is 14-16 Church Street, Fortitude Valley, QLD, 4006.
A description of the nature of the consolidated entity’s operations and its principal
activities is included in the Director’s Report, which is not part of these financial
statements.
The financial statements were authorised for issue by the Directors on 31 August 2015.
The Directors have the power to amend and reissue the financial statements
Contents
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Report
Page
34
35
36
37
38
32
33
Superloop Limited and controlled entities Superloop Annual Report 2015
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Note
28 April 2014 to
30 June 2015
As at 30 June 2015
REVENUE FROM CONTINUING OPERATIONS
Revenue
Direct network operational expenses
Profit after direct network operational expenses
OPERATING EXPENSES
Employee benefits expense
Professional fees
Marketing costs
Office and administrative expenses
Total expenses
Earnings before interest-paid, tax, depreciation and amortisation (EBITDA)
Depreciation and amortisation expense
Interest on loans
Foreign exchange gains / (losses)
Loss before income tax
Income tax benefit / (expense)
Loss for the period after tax
Other Comprehensive income, net of income tax
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
Total Other Comprehensive income, net of income tax
Total Comprehensive Income for the period
Loss for the year attributable to:
>
>
Owners of Superloop Limited
Non-controlling interests
Total comprehensive loss for the period - Attributed to
>
>
Owners of Superloop Limited
Non-controlling interests
Losses per share for loss attributable to the ordinary equity holders of the Group:
Basic losses per share
Diluted losses per share
The notes following the financial statement form part of the financial repot
34
$
7,217
-290,048
-282,831
-1,135,390
-1,730,000
-70,207
-329,060
-3,264,657
-3,547,488
-589,777
-475,874
3,419,697
-1,193,442
0
-1,193,442
145,592
145,592
-1,047,850
-1,193,442
0
-1,047,850
0
$
-0.036
-0.036
4
5
6
7
27
27
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Other current assets
Total Current Assets
NON-CURRENT ASSETS
Property, plant and equipment
Other non-current assets
Intangible assets
Deferred tax assets
Total Non-Current Assets
TOTAL ASSETS
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Total Current Liabilities
NON-CURRENT LIABILITIES
Other liabilities
Interest-bearing borrowings
Deferred tax liabilities
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
EQUITY
Contributed equity
Reserves
Retained Earnings
TOTAL EQUITY
Note
30 June 2015
$
8
9
10
11
10
12
13
14
15
16
17
18
19
18,011,900
190,867
360,201
18,562,968
33,576,396
0
4,300,000
0
37,876,396
56,439,364
2,669,454
2,669,454
0
0
0
0
2,669,454
53,769,910
58,144,794
-3,181,442
-1,193,442
53,769,910
The notes following the financial statement form part of the financial repot
35
Superloop Limited and controlled entities Superloop Annual Report 2015
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
For the period 28 April 2014 to 30 June 2015
Balance at 28 April 2014
Loss for the period
Other comprehensive income for the
period
Common Control Transactions
Issue of Ordinary Share Capital
Share Issue Costs
Note
19
18
28
17
17
Contributed equity
Reserves
Accumulated
losses
Total equity
$
$
$
$
1
0
0
0
-1,193,442
145,592
-3,327,034
58,800,141
-655,348
1
-1,193,442
145,592
-3,327,034
58,800,141
-655,348
Balance at 30 June 2015
58,144,794
-3,181,442
-1,193,442
53,769,910
The notes following the financial statement form part of the financial repot
Note
28 April 2014 to
30 June 2015
OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Net cash outflow from operating activities
INVESTING ACTIVITIES
Interest Received
Payments for property, plant and equipment
Net cash inflow / (outflow) from investing activities
FINANCING ACTIVITIES
Proceeds from issues of shares (and Founding Shareholder (Mr Slattery) loans converted to
equity)
Transaction costs paid in relation to issue of shares
Loans from related parties
Loans repaid to related parties
Net cash (outflow) / inflow from financing activities
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
The notes following the financial statement form part of the financial repot
4
25
4
17
17
24
24
8
8
$
0
-2,697,565
-2,697,565
7,217
-31,919,735
-31,912,518
57,500,000
-655,348
4,277,331
-8,500,000
52,621,983
18,011,900
0
18,011,900
36
37
Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Consolidated Financial Report
Notes to the Financial Statements
Notes to the Financial Statements
Intangible assets
Segment information
Trade and other receivables
Interest-bearing loans and borrowings
Summary of significant accounting policies
Interests on loans
Foreign exchange gain/(losses)
Income tax expense
1
2 Critical accounting estimates and judgments
3
4 Revenue
5
6
7
8 Cash, cash equivalents and term deposits
9
10 Other Assets
11 Property, plant and equipment
12
13 Deferred tax assets
14 Trade and other payables
15
16 Deferred tax liabilities
17 Contributed equity
18 Reserves
19 Retained Earnings
20 Dividends
21 Key management personnel disclosures
22 Remuneration of auditors
23 Commitments and contingencies
24 Related party transactions
25 Reconciliation of loss after income tax to net cash flow from operating activities
26 Financial risk management
27 Earnings per share
28 Controlled entities
29 Events occurring after the reporting period
30 Parent entity financial information
39
45
46
47
47
48
48
49
49
50
50
51
51
52
52
52
52
54
54
54
54
55
55
56
57
58
60
60
61
62
1. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation
of these consolidated financial statements are set out below.
These policies have been consistently applied to all periods
presented, unless otherwise stated. The financial statements
are for the consolidated entity consisting of Superloop
Limited and its subsidiaries. Superloop is a public company
limited by shares, incorporated and domiciled in Australia.
(v) Critical accounting estimates
The preparation of financial statements requires the use
of certain critical accounting estimates. It also requires
management to exercise its judgment in the process
of applying the Group’s accounting policies. The areas
involving a higher degree of judgment or complexity, or
areas where assumptions and estimates are significant to
the financial statements are disclosed in note 2.
(C) PRINCIPLE OF CONSOLIDATION
(A) REPORTING PERIOD AND COMPARATIVE
INFORMATION
These are the first set of financial statements prepared by
the Company and cover the period 28 April 2014 to 30
June 2015. Consequently, comparative information is not
available for any prior periods.
(B) BASIS OF PREPARATION
These general purpose financial statements have been
prepared in accordance with Australian Accounting
Standards and Interpretations issued by the Australian
Accounting Standards Board and the Corporations Act
2001. Superloop Limited is a for-profit entity for the purpose
of preparing the financial statements.
(i) Compliance with IFRS
The consolidated financial statements of the Superloop
Group also comply with International Financial Reporting
Standards (IFRS) as issued by the International Accounting
Standards Board (IASB).
The consolidated financial statements were authorised for
issue by the Board of Directors on the date the directors’
report is signed. The directors have the power to amend
and reissue the financial statements.
(ii) New and amended standards adopted by the Group
These are the first set of financial statements prepared
by the Company and cover the period 28 April 2014 to
30 June 2015. Consequently, none of the new standards
and amendments to standards that are mandatory for the
first time for the financial year beginning 1 July 2014 have
affected any of the amounts recognised in the current period
or any prior period.
(iii) Early adoption of standards
The Group has not elected to apply any pronouncements
before their operative date in the annual reporting period
beginning 28 April 2014.
(iv) Historical cost convention
These financial statements have been prepared under the
historical cost convention.
(i) Subsidiaries
Subsidiaries are all entities (including structured entities) over
which the group has control. The group controls an entity
when the group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the
ability to affect those returns through its power to direct the
activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the group.
They are deconsolidated from the date that control ceases.
The acquisition method of accounting is used to account for
business combinations by the group.
Intercompany transactions, balances and unrealised gains
on transactions between group companies are eliminated.
Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed
where necessary to ensure consistency with the policies
adopted by the group.
(ii) Business Combinations under Common Control.
A business combination involving entities or businesses
under common control is a business combination in which
all of the combining entities or businesses are ultimately
controlled by the same party or parties both before and
after the business combination, and that the control is not
transitory. Please refer to note 28 for further information in
relation to the common control transactions that occurred
during the current period.
Where an entity within the Superloop group acquires an
entity under common control, the acquirer consolidates the
carrying values of the acquired entity’s assets and liabilities
from the date of acquisition. The consolidated financial
statements of the Superloop group include the acquired
entity’s income and expenses from the date of acquisition
onwards. Any difference between the fair value of the
consideration paid/transferred by the acquirer and the net
assets/(liabilities) of the acquired entity are taken to the
common control reserve within other equity.
38
39
Superloop Limited and controlled entities Superloop Annual Report 2015 Notes to the Financial Statements
Notes to the Financial Statements
(D) SEGMENT REPORTING
Operating segments are reported in a manner consistent
with the operations of the Company and the internal
reporting provided to the chief operating decision maker.
(E) REVENUE RECOGNITION
Revenue is measured at the 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.
The Group recognises revenue when the amount of revenue
can be reliably measured, it is probable that future economic
benefits will flow to the entity and specific criteria have
been met for each of the activities as described below. The
Group bases its estimates on historical results, taking into
consideration the type of customer, the type of transaction
and the specifics of each arrangement.
Revenue is recognised for the major business activities as
follows:
(i) Customer Revenue
Dark fibre services
Recurring revenue is recognised when the service has been
provided, the amount of revenue can be measured reliably
and it is probable that the economic benefits associated
with the transaction will flow to the Group. Upfront discounts
provided to customers are amortised over the life of the
customer contract.
Installation fees charged for the establishment of fibre
services are brought to account as revenue over the
effective life of the customer contracts.
(ii) Other Revenue
Interest income is recognised using the effective interest
method. When a receivable is impaired, the Group reduces
the carrying amount to its recoverable amount, being
the estimated future cash flow discounted at the original
effective interest rate of the instrument, and continues
unwinding the discount as interest income. Interest income
on impaired loans is recognised using the original effective
interest rate.
(F) CASH AND CASH EQUIVALENTS
For the purpose of presentation in the Consolidated
Statement of Cash Flows, cash and cash equivalents
includes cash on hand, deposits held at call with financial
institutions and term deposits with original maturities of
three months or less that are readily convertible to known
amounts of cash and which are subject to an insignificant
risk of changes in value. Bank overdrafts, if applicable,
are shown within borrowings in current liabilities in the
consolidated statement of financial position.
(G) TRADE RECEIVABLES
Trade receivables are recognised initially at fair value
and subsequently measured at amortised cost using the
effective interest method, less provision for impairment.
Trade receivables are generally due for settlement within 30
days. They are presented as current assets unless collection
is not expected for more than 12 months after the reporting
date.
Collectability of trade receivables is reviewed on an ongoing
basis. Debts which are known to be uncollectible are written
off by reducing the carrying amount directly. An allowance
account (provision for impairment of trade receivables)
is used when there is objective evidence that the Group
will not be able to collect all amounts due according to
the original terms of the receivables. Significant financial
difficulties of the debtor, probability that the debtor will
enter bankruptcy or financial reorganisation, and default or
delinquency in payments (more than 90 days overdue) are
considered indicators that the trade receivable is impaired.
The amount of the impairment allowance is the difference
between the asset’s carrying amount and the present value
of estimated future cash flows, discounted at the original
effective interest rate. Cash flows relating to short-term
receivables are not discounted if the effect of discounting is
immaterial.
The amount of the impairment loss is recognised in the
Consolidated 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
profit or loss.
(H) CONSUMPTION TAXES (GST)
Revenues, expenses and assets are recognised net of the
amount of associated consumption tax per jurisdiction,
unless the consumption based tax incurred is not
recoverable from the taxation authority. In this case it is
recognised as part of the cost of acquisition of the asset or
as part of the expense.
Receivables and payables are stated inclusive of the amount
of consumption based tax receivable or payable. The net
amount of the consumption based tax recoverable from,
or payable to, the taxation authority is included with other
receivables or payables in the consolidated statement of
financial position.
The consumption based tax components of cash flows
arising from investing or financing activities which are
recoverable from, or payable to the taxation authority, are
presented as operating cash flows.
(I)INCOME TAX
The income tax expense or revenue for the period is the tax
payable on the current period’s taxable income based on the
applicable income tax rate in each jurisdiction, adjusted by
changes in deferred tax assets and liabilities attributable to
temporary differences and to unused tax losses.
The current income tax charge is calculated on the basis
of the tax laws enacted or substantively enacted at the end
of the reporting period in each jurisdiction. 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.
Deferred income tax is provided in full, using the liability
method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts
in the financial statements. However, deferred tax liabilities
are not recognised if they arise from the initial recognition
of goodwill. Deferred income tax is also not accounted for
if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the
time of the transaction affects neither accounting nor taxable
profit or loss.
Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantially enacted by the end
of the reporting period and are expected to apply when the
related deferred income tax asset is realised or the deferred
income tax liability is settled.
Deferred tax assets are recognised for deductible temporary
differences and unused tax losses only if it is probable that
future taxable amounts will be available to utilise those
temporary differences and losses.
Deferred tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets and
liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities
are offset where the Group has a legally enforceable right to
offset and intends either to settle on a net basis, or to realise
the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss,
except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this
case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
(J) INVESTMENTS AND OTHER FINANCIAL ASSET
Loans and Receivables
Classification
Loans and receivables are non derivative financial assets
with fixed or determinable payments that are not quoted
in an active market. They are included in current assets,
except for those with maturities greater than 12 months
after the reporting period which are classified as non current
assets. Loans and receivables are included in trade and
other receivables (note 9) in the consolidated statement of
financial position.
Measurement
At initial recognition, the Group measures a financial asset
at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs that are
directly attributable to the acquisition of the financial asset.
Loans and receivables are subsequently carried at amortised
cost using the effective interest method.
Impairment
The Group assesses at the end of each reporting period
whether there is objective evidence that a financial asset or
group of financial assets is impaired
A financial asset or a group of financial assets is impaired
and impairment losses are incurred only if there is objective
evidence of impairment as a result of one or more events
that occurred after the initial recognition of the asset (a ‘loss
event’) and that loss event (or events) has an impact on the
estimated future cash flows of the financial asset or group of
financial assets that can be reliably estimated.
Assets carried at amortised cost
For loans and receivables, the amount of the loss is
measured as the difference between the asset’s carrying
amount and the present value of estimated future cash
flows (excluding future credit losses that have not been
incurred) discounted at the financial asset’s original effective
interest rate. The carrying amount of the asset is reduced
and the amount of the loss is recognised in the Consolidate
Statement of Comprehensive Income.
If, in a subsequent period, the amount of the impairment
loss decreases and the decrease can be related objectively
to an event occurring after the impairment was recognised
(such as an improvement in the debtor’s credit rating),
the reversal of the previously recognised impairment
loss is recognised in the Consolidated Statement of
Comprehensive Income. Impairment testing of trade
receivables is described in note 1(G).
40
41
Superloop Limited and controlled entities Superloop Annual Report 2015 Notes to the Financial Statements
Notes to the Financial Statements
(K) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost
less depreciation. Historical cost includes expenditure that is
directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying
amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits
associated with the item will flow to the Group and the
cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate
asset is derecognised when replaced. All other repairs
and maintenance are charged to profit or loss during the
reporting period in which they are incurred.
Depreciation on other assets is calculated using the straight
line method to allocate their cost, net of their residual values,
over their estimated useful lives or, in the case of leasehold
improvements and certain leased plant and equipment, the
lease term (if shorter) as follows:
Category
Useful life
Network assets
25-40 years
Fibre optic cable
15-25 years
Computer equipment
3-5 years
Office furniture and
equipment
3 10 years
The assets’ residual values and useful lives are reviewed,
and adjusted if appropriate, at the end of each reporting
period.
An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount. Gains
and losses on disposals are determined by comparing
proceeds with carrying amount. These are included in the
Consolidated Statement of Comprehensive Income.
(L) ASSETS IN THE COURSE OF CONSTRUCTION
Assets in the course of construction are shown at
historical cost. Historical cost includes directly attributable
expenditure on dark fibre infrastructure which at reporting
date, has not yet been finalised and/or ready for use. Assets
in the course of construction are not depreciated.
Assets in the course of construction are transferred to
property, plant and equipment upon successful testing and
commissioning.
(M) INTANGIBLE ASSETS
The useful lives of intangible assets are assessed to be
either finite or indefinite. Intangible assets with finite useful
lives are amortised over the useful life and assessed
for impairment whenever there is an indication that the
intangible asset may be impaired. The amortisation period
and the amortisation method for an intangible asset with a
finite useful life are reviewed at least at each financial year-
end. Changes in the expected useful life or the expected
pattern of consumption of future economic benefits
embodied in the asset are accounted for by changing the
amortisation period or method, as appropriate, which is a
change in accounting estimate.
Intangible assets with indefinite useful lives are tested
for impairment annually, either individually or at the cash
generating unit level. Such intangibles are not amortised.
The useful life of an intangible asset with an indefinite
useful life is reviewed each reporting period to determine
whether the indefinite useful life assessment continues to
be supportable. If not, the change in useful life assessment
from indefinite to finite is accounted for as a change in
an accounting estimate and is thus accounted for on a
prospective basis.
Indefeasible Rights to Use (‘IRUs’)
IRUs of capacity are intangible assets amortised on a
straight-line basis over the remaining life of the contracts.
(N) IMPAIRMENT OF ASSETS
Intangible assets that have an indefinite useful life are
not subject to amortisation and are tested annually for
impairment, or more frequently if events or changes in
circumstances indicate that they might be impaired. Other
assets are tested for impairment whenever events or
changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised
for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs to sell and
value in use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there
are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups
of assets (cash generating units). Non financial assets
other than goodwill that suffered impairment are reviewed
for possible reversal of the impairment at the end of each
reporting period.
(O) TRADE AND OTHER PAYABLES
These amounts represent liabilities for goods and services
provided to the Group prior to the end of financial period
which are unpaid. The amounts are unsecured and are
usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities unless payment
is not due within 12 months from the reporting date. They
are recognised initially at their fair value and subsequently
measured at amortised cost using the effective interest
method.
(P) BORROWINGS
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.
(Q) EMPLOYEE BENEFITS
(i) Short-term obligations
Liabilities for wages and salaries, including non monetary
benefits and annual leave expected to be settled within
12 months after the end of each reporting period in which
the employees render the related service are recognised
in respect of employees’ services up to the end of the
reporting period and are measured at the amounts
expected to be paid when the liabilities are settled. The
liability for annual leave is recognised in payables.
(ii) Other long term employee benefit obligations
The liability for long service leave and annual leave which is
not expected to be settled within 12 months after the end
of the reporting period in which the employees render the
related service is recognised in the provision for employee
benefits and measured as the present value of expected
future payments to be made in respect of services provided
by employees up to the end of the reporting period using
the projected unit credit method. Consideration is given
to expected future wage and salary levels, experience of
employee departures and periods of service. Expected
future payments are discounted using market yields at the
end of the reporting period on high quality corporate bonds
with terms to maturity and currency that match, as closely
as possible, the estimated future cash outflows.
(iii) Retirement benefit obligations
Except for the statutory superannuation guarantee charge,
the Group does not have any other retirement benefit
obligations.
(R) BORROWING COSTS
Borrowing costs incurred for the construction of any
qualifying asset are capitalised during the period of time
that is required to complete and prepare the asset for its
intended use or sale. Other borrowing costs are expensed.
(S) CONTRIBUTED EQUITY
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares are shown in equity as a deduction, net of tax, from
the proceeds.
(T) FOREIGN EXCHANGE
The financial statements are presented in Australian dollars,
which is the Group’s presentation currency.
Foreign Currency Transactions
Foreign currency transactions are translated into the
functional currency of the entity using the exchange rates
prevailing at the date of the transactions.
Foreign Operations
The assets and liabilities of foreign operations are translated
into the presentation currency (Australian dollars) using the
exchange rates as at the reporting date. The revenues and
expenses of the foreign operations are translated into the
presentation currency using the average exchange rates,
which approximate the rate at the date of the transaction.
All resulting foreign exchange differences are recognised in
other comprehensive income through the foreign currency
reserve in equity.
(U) EARNINGS PER SHARE
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
•
the profit attributable to owners of the Group, excluding
any costs of servicing equity other than ordinary shares
• by the weighted average number of ordinary shares
outstanding during the financial period, adjusted for
bonus elements in ordinary shares issued during the
period (note 27).
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the
determination of basic earnings per share to take into
account:
•
the after income tax effect of interest and other
financing costs associated with dilutive potential
ordinary shares, and
the weighted average number of additional ordinary
shares that would have been outstanding assuming the
conversion of all dilutive potential ordinary shares.
•
42
43
Superloop Limited and controlled entities Superloop Annual Report 2015 Notes to the Financial Statements
Notes to the Financial Statements
Under AASB 15, an entity recognises revenue when (or as)
a performance obligation is satisfied, i.e. when ‘control’ of
the goods or services underlying the particular performance
obligation is transferred to the customer.
The assessment of the impact on the company is still
ongoing.
There are no other standards that are not yet effective and
that are expected to have a material impact on the entity in
the current or future reporting periods and on foreseeable
future transactions.
(X) PARENT ENTITY FINANCIAL INFORMATION
The financial information for the parent entity, Superloop
Limited, disclosed in note 30 has been prepared on the
same basis as the consolidated financial statements.
2. Critical accounting estimates and judgments
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including
expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under
the circumstances. This note provides an overview of the areas that involved a higher degree of judgment or complexity,
and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.
Useful Life of Assets
The economic life of property, plant and equipment, which includes network infrastructure is a critical accounting
estimates, with the ranges outlined in note 1(K). The useful economic life is the Board’s and management’s best estimate
based on historical experiences and industry knowledge. The Group will review the estimated useful lives of property, plant
and equipment including network infrastructure at the end of each annual reporting period. Should the actual lives of these
component parts be significantly different this would impact the depreciation charge arising.
Income taxes
The Group is subject to income taxes in each jurisdiction that it operates. Estimation is required in determining the
provision for income taxes. There are certain transactions and calculations undertaken during the ordinary course of
business for which the ultimate tax determination is uncertain. The Group estimates its tax liabilities based on the Group’s
understanding of the tax law. Where the final tax outcome of these matters is different from the amounts that were initially
recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such
determination is made.
Deferred taxation
Deferred tax assets are recognised where it is considered probable that they will be recovered in the future and, as such,
are subjective. A significant portion of the deferred tax assets relate to tax credits for tax losses (refer note 13).
Given the early stage of the Group and these tax losses, Superloop has not recognised any deferred tax assets in the
statement of financial position as at 30 June 2015.
3. Segment information
(A) DESCRIPTION OF SEGMENTS
The current business operations are:
• Superloop (Australia) has right to use (via an IRU) duct networks in Australia (Brisbane, Sydney and Melbourne).
Each network is designed around a Campus model with clusters of Data Centres, Cable Landing Stations and key
buildings being linked together on a high core-count ring utilising diverse paths to ensure high levels of resilience.
• Superloop (Singapore) owns and manages a duct network, providing true independence within the
telecommunications market. The network provides full diversity through all of the major data centres and cable landing
stations. The initial roll-out will be approximately 110km with plenty of opportunities to expand.
• Superloop (Hong Kong) has been established to investigate and explore business case opportunities for the
establishment of a dark fibre network.
(V) ROUNDING OF AMOUNTS
The Company is of a kind referred to in Class Order
98/100, issued by the Australian Securities and Investments
Commission, relating to the ‘rounding off’ of amounts in the
financial statements. Amounts in the financial statements
have been rounded off in accordance with that Class Order
to the nearest dollar.
(W) NEW ACCOUNTING STANDARDS AND
INTERPRETATIONS NOT YET ADOPTED
Certain new accounting standards and interpretations have
been published that are not mandatory for 30 June 2015
reporting periods and have not been early adopted by the
group. The group’s assessment of the impact of these new
standards and interpretations is set out below.
AASB 9 Financial Instruments
AASB 9 addresses the classification, measurement and
derecognition of financial assets and financial liabilities. The
standard was issued in December 2009 and introduced
new requirements for the classification and measurement
of financial assets. AASB 9 was subsequently amended
in December 2010 to include requirements for the
classification and measurement of financial liabilities and
for derecognition, and in December 2013 to include new
requirements for general hedge accounting. Another
revised version of AASB 9 was issued in December 2014
mainly to include a) impairment requirements for financial
assets and b) limited amendments to the classification
and measurement requirements by introducing a ‘fair
value through other comprehensive income (FVTOCI)
measurement category for certain simple debt instruments.
The assessment of the impact on the company is still
ongoing.
AASB 15 Revenue from Contracts with Customers
AASB 15 establishes a single comprehensive model for
entities to use in accounting for revenue arising from
contracts with customers.
The core principle of AASB 15 is that an entity should
recognise revenue to depict the transfer of promised goods
or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled
in exchange for those goods or services. Specifically,
the Standard introduces a 5-step approach to revenue
recognition:
• Step 1: Identify the contract(s) with a customer
• Step 2: Identify the performance obligations in the
contract
• Step 3: Determine the transaction price
• Step 4: Allocate the transaction price to the
performance obligations in the contract
• Step 5: Recognise revenue when (or as) the entity
satisfies a performance obligation
44
45
Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Financial Statements
Notes to the Financial Statements
3. Segment information (cont)
(B) SEGMENT INFORMATION PROVIDED TO MANAGEMENT
The segment information provided to the chief operating decision-maker for the purpose of resource allocation and
assessment of segment performance is based on geographical locations. The Directors of the group have elected to
organise the group around geographical locations.
Significant items excluded from segments are:
• Employee benefits expenses relate to corporate head office staff.
• Other expenses relate to office expenses and travel associated with corporate head office activities, and initial
expenses associated with the evaluation of strategic initiatives in Singapore.
• Foreign exchange gains / (losses) associated with the acquisition of the duct network in Singapore, which was initially
funded via a loan from the Group’s Founding Shareholder. The gain arose due to the time period between the Group
borrowing the funds and the settlement thereof.
Segment Revenue and Results
Revenue
Direct network operational expenses
Profit after direct operational expenses
Employee benefits expense
Other expenses
Segment operating profit/(loss)
Depreciation and amortisation
Interest on loans
Foreign exchange gains / (losses)
Australia
Singapore
Hong Kong
Total Segments
The following table is a reconciliation of the total assets for the segments and the Group:
$
0
-75,900
-75,900
-296,426
-364,192
-736,518
-78,976
-13,821
-718
$
0
-214,148
-214,148
-204,397
-454,821
-873,366
-510,801
-459,800
87,778
$
0
0
0
-221,485
-8,348
$
0
-290,048
-290,048
-722,308
-827,361
-229,833
-1,839,717
0
-2,251
25,698
-589,777
-475,872
112,758
Reconciliation - Assets
Total segment assets
Cash and cash equivalents
Current Assets
Total assets
2015
$
46,815,058
9,523,883
100,423
56,439,364
Significant items excluded from segments are:
• Cash and cash equivalents held by the parent entity, which is available for use by the segments as required.
• Current assets which include prepayments and other receivables associated with corporate head office activities.
Segment profit/(loss) before tax
-830,033
-1,756,189
-206,386
-2,792,608
Segment assets
Cash at Bank
Current Assets
Property, Plant & Equipment
Intangible Assets
Total Assets
411,583
73,731
8,076,434
354,566
621,286
32,947,308
0
8,488,017
22,348
7,802
450,645
33,576,396
4,300,000
0
0
4,300,000
5,406,600
41,378,308
30,150
46,815,058
The accounting policies of the reportable segments are the same as the group’s accounting policies described in note 1.
Segment profit/(loss) before tax represents the profit/(loss) before tax earnt by each segment without allocation of corporate
head office expenses and the significant one off foreign exchange gain/(loss) associated with the funding of the acquisition of
the duct network in Singapore.
The following table is a reconciliation of loss before income tax for the total segments and Group:
4 Revenue
From continuing operations
Customer Revenue
Other Revenue
Interest income
Other income
TOTAL REVENUE
Reconciliation
Total segment loss before tax
Revenue
Employee benefits expense
Other expenses
Depreciation and amortisation
Interest on loans
Foreign exchange gains / (losses)
Loss before income tax from continuing operations
46
2015
$
-2,792,608
7,217
-413,082
-1,301,906
0
-2
3,306,939
-1,193,442
5 Interest on Loans
Interest on loans
Total interest on loans
Note
(A)
(A) INTEREST ON LOANS
The Company’s initial operations, including the acquisition of the Singapore duct network, were funded by loans from the
Founding Shareholder. Interest on those loans was charged at the Reserve Bank of Australia cash rate (from time to time)
plus 1%. Refer to note 24 on related party transactions.
47
2015
$
0
7,217
0
7,217
2015
$
-475,874
-475,874
Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Financial Statements
Notes to the Financial Statements
6 Foreign Exchange Gains/(Losses)
8 Cash, cash equivalents and term deposits
Foreign exchange gains / (losses)
Total Foreign exchange gains / (losses)
Note
(A)
2015
$
3,419,697
3,419,697
(A) FOREIGN EXCHANGE GAINS / (LOSSES)
During the period the Group realised foreign exchange gains. This includes a significant one-off gain associated with
the acquisition of the duct network in Singapore, which was initially funded via a loan from the Company’s Founding
Shareholder. The gain arose due to the time period between the Group borrowing the funds and the settlement thereof.
Cash at bank and in hand
Deposits with a term of 3 months or shorter
Total cash and cash equivalents
Deposits with a term of longer than 3 months but less than 9
months
Total cash, cash equivalents and term deposits
(A)
(B)
2015
$
17,046,020
965,880
18,011,900
0
18,011,900
7 Income Tax Expense
(a) Current tax
In respect of the current year
in respect of prior years
Sub-total
Deferred income tax revenue included in income tax credit comprises:
- Decrease / (increase) in deferred tax assets (Note 13)
- (Decrease) / increase in deferred tax liabilities (Note 16)
2015
$
0
0
0
0
0
0
(b) Numerical reconciliation of income tax credit to prima facie tax payable
Loss from continuing operations before income tax expense
-1,193,442
Tax credit at the Australian tax rate of 30%
Effect of income that is exempt from taxation @ 30%
Effect of different tax rates of subsidiaries operating in other jurisdictions
Effect of current year tax losses for which no deferred tax asset has been recognised
358,033
991,633
-324,746
-827,768
Effect of current year timing differences for which no deferred tax asset has been recognised
-197,152
Income tax expense / (benefit)
(c) Deferred Tax Assets from Tax losses
Deferred tax assets from current tax losses which have not been recognised
Deferred tax assets from prior tax losses which have not been recognised
Total Deferred tax losses not recognised
0
827,768
88,166
915,934
(A) DEPOSITS WITH A TERM OF 3 MONTHS OR SHORTER
At 30 June 2015, the Group held $965,880 of deposits which had a term of 3 months or shorter. The maturity of these
term deposits is aligned to meet the Group’s expected cash commitments.
(B) DEPOSITS WITH A TERM OF LONGER THAN 3 MONTHS BUT LESS THAN 9 MONTHS
At 30 June 2015, the Group held no deposits which have a term of longer than 3 months but less than 9 months. The
Group continues to assess its future cash flow requirements and capital investment program, and as appropriate may look
to invest in a deposit consistent with these requirements.
(C) RISK EXPOSURE
The Group’s exposure to interest rate risk is discussed in Note 26. The maximum exposure to credit risk at the end of each
reporting period is the carrying amount of each class of cash and cash equivalents mentioned above.
9 Trade and other receivables
Note
Current
Non-
Current
Trade receivables
Provision for impairment
(A)
Net trade receivables
0
0
0
GST receivable
Other receivables
Receivables– Related parties
Total
(B)
190,483
355
29
190,867
(A) IMPAIRED TRADE RECEIVABLES
As at 30 June 2015 the Group had no trade receivables.
2015
$
TOTAL
0
0
0
190,483
355
29
190,867
0
0
0
0
0
0
0
(B) CONSUMPTION TAX RECEIVABLE
These amounts generally arise from consumption tax paid by the Group. Ordinarily these amounts are offset against
the consumption tax collected by the Group as part of its sales and the net amount remitted to the local tax authorities,
however where the amount of consumption tax paid by the Group is greater than the amount collected from sales to
customers, a receivable is raised.
48
49
Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Financial Statements
Notes to the Financial Statements
10 Other Assets
12 Intangible assets
CURRENT
Prepayments
Other current assets
Total other assets – current
NON-CURRENT
Other non-current assets
Total other assets – non-current
2015
$
360,201
0
360,201
0
0
11 Property, plant and equipment
30-Jun-15
Opening net book amount at 28 April 2014
Additions
Depreciation charge
Movement in foreign exchange
Disposal
Wite-offs
Transfer
Assets in the
course of
construction
Plant and
machinery
Computer
equipment
Total
$
0
$
0
5,856,150
28,222,788
0
0
0
0
-511,167
-2,166
0
0
-201,305
201,305
$
0
14,499
-3,610
-98
0
0
$
0
34,093,437
-514,777
-2,264
0
0
0
Closing net book amount
5,654,845
27,910,760
10,791
33,576,396
Cost
Accumulated depreciation
Net book amount
5,654,845
28,424,093
0
-513,333
5,654,845
27,910,760
14,499
-3,708
10,791
34,093,437
-517,041
33,576,396
Note: Refer to note 1(K) and (L) for further information on the nature of assets and their useful lives.
Rights and licences
Internally generated software
Total intangible assets
2015
$
4,300,000
0
4,300,000
Movements
Rights and
licences
Internally
generated
software
Opening net book amount at 28 April 2014
Additions – externally acquired
Additions – internal development
Amortisation
Closing net book amount
$
0
4,375,000
0
-75,000
4,300,000
$
0
0
0
0
0
Total
$
0
4,375,000
0
-75,000
4,300,000
(A) RIGHTS AND LICENCES
Superloop (Australia) Pty Ltd acquired an exclusive right to use networks in Brisbane, Sydney and Melbourne for 15 years
for $4,500,000. Superloop Limited acquired Superloop (Australia) Pty Ltd on 27 March 2015, and the net book value of the
rights and licence were $4,375,000.
13. Deferred tax assets
Deferred tax assets attributable to:
Employee benefits
Expenses deductible in future years
Tax credits from tax losses
Total deferred tax assets
Set-off of deferred tax liabilities pursuant to set-off provisions (Note 16)
Deferred tax assets not recognised
2015
$
14,778
226,701
915,934
1,157,413
-44,328
-1,113,085
Deferred tax assets not recognised in the statement of financial position
0
50
51
Superloop Limited and controlled entities Superloop Annual Report 2015 Notes to the Financial Statements
Notes to the Financial Statements
14. Trade and other payables
(B) MOVEMENTS IN ORDINARY SHARE CAPITAL
Trade payables
Employee entitlements
PAYG payable
Accrued expenses
2015
$
903,041
83,777
16,859
1,665,777
Total trade and other payables
2,669,454
15. Interest-bearing loans and borrowings
The Company had no debt outstanding as at 30 June 2015.
The company has a bank guarantee facility.
Bank guarantee facility- accessible at 30 June 2015
Bank guarantee facility- utilised at 30 June 2015
16. Deferred tax liabilities
Deferred tax liabilities attributable to:
Prepayments
Total deferred tax liabilities
Set-off of deferred tax liabilities pursuant to set-off provisions (Note 13)
Deferred tax liabilities recognised in the statement of financial position
2015
$
624,951
275,049
2015
$
44,328
44,328
-44,328
0
17. Contributed equity
(A) Share Capital
Fully paid ordinary shares
Total share capital
Less: Issue cost
Contributed Equity
Note
(C)
2015
Number of Shares
2015
$
90,000,000
58,800,142
90,000,000
58,800,142
-655,348
90,000,000
58,144,794
Date
Details
28-Apr-14
Opening balance
15-Sep-14
New Share Issue
27-Mar-15
Share Split¹
Sub-Total
Number of
Shares
1
141
20,875,000
20,875,000
Issue Price $
Value $
1.00
1.00
0.00
1
141
142
142
27-Mar-15
Director Loan Conversion²
37,500,000
0.80
30,000,000
27-Mar-15
Purchase of Superloop (Australia) Pty Ltd
(refer note 28)
2-Apr-15
Private Placement
26-May-15
Initial Public Offering
30-Jun-15
Balance
1,625,000
12,500,000
17,500,000
90,000,000
0.80
0.80
1.00
1,300,000
10,000,000
17,500,000
58,800,142
(1) 142 shares in superloop limited held by the founding shareholder were sub-divided into 20,875,000 shares in March 2015.
(2) The group was initially funded via a loan from the founding shareholder. In march 2015 37,500,00 shares were issued to convert $30m of the loan to equity.
(C) ORDINARY SHARES
Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Group 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 by 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 Group does not have a limited amount of authorised capital.
(D) DIVIDEND REINVESTMENT PLAN
The Group does not have a dividend reinvestment plan in place.
(E) CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are to safeguard their ability to continue as a going concern, so that it
can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. In future, the Directors may pursue other funding options such as debt, sale
and leaseback of assets, additional equity and various other funding mechanisms as appropriate in order to undertake
its projects and deliver optimum shareholders’ return. The Group intends to maintain a gearing ratio appropriate for a
company of its size and position of development.
Total borrowings (including trade and other payables)
Less: cash, cash equivalents and term deposits
Net debt / (surplus cash)
Total equity
Gearing ratio
2015
$
0
18,011,900
-18,011,900
53,770,050
-33.5%
The Group plans to manage its capital structure by reviewing its gearing ratio to ensure it maintains an appropriate level
of gearing within any potential facility covenants. This ratio is calculated as net debt divided by total capital. Net debt is
calculated as trade and other payables, total interest bearing financial liabilities and derivative financial instruments, less
cash and cash equivalents. Total capital is calculated as equity, as shown in the statement of financial position, plus net
debt.
52
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Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Financial Statements
Notes to the Financial Statements
18. Reserves
Common Contol Transactions (refer to note 28)
Foreign Currency Transaction Reserves
Total reserves
19. Retained Earnings
Movements
Opening balance
Loss for the period
Total accumulated losses
2015
$
-3,327,034
145,592
-3,181,442
2015
$
0
-1,193,442
-1,193,442
20. Dividends
No dividends were paid or were declared payable by the Group during the period ended 30 June 2015.
21. Key management personnel disclosures
(A) KEY MANAGEMENT PERSONNEL COMPENSATION
Short-term employee benefits
Post-employment benefits
Termination benefits
Share-based payments
2015
$
246,479
22,075
0
0
Total key management personnel compensation
268,554
Detailed remuneration disclosures are provided in the Remuneration Report.
(B) LOANS TO KEY MANAGEMENT PERSONNEL
Certain key management personnel were eligible to participate in a loan scheme provided by a related party to enable
them to acquire shares as part of the private placement capital raising undertaken by the Group. Under the terms and
conditions of the loan scheme, the loan term is 12 months, with full principal and interest due at the end of the term. If
the employee resigns or leaves the Group before the end of the original loan term, the loan plus any accrued interest is
repayable immediately.
22. Remuneration of auditors
During the period the following fees were paid or payable for services provided by the auditor of the parent entity, its
related practices and non related audit firms:
(A) DELOITTE AUSTRALIA
(A) Deloitte Touche Tohmatsu
(i) Audit and other assurance services
$
47,250
The Group may decide to employ the auditor (Deloitte) on assignments additional to their statutory audit duties where the
auditor’s expertise and experience with the Group are important. Details of the amounts paid or payable to the auditor for
audit and non audit services provided during the period are set out above.
The board of directors has considered the position and, in accordance with advice received from the Audit and Risk
Management Committee, is satisfied that the provision of the non audit services is compatible with the general standard
of independence for auditors imposed by the Corporations Act 2001. The directors are satisfied that the provision of
non audit services by the auditor, as set out below, did not compromise the auditor independence requirements of the
Corporations Act 2001 for the following reasons:
• All non audit services have been reviewed by the Audit and Risk Management Committee to ensure they do not
impact the impartiality and objectivity of the auditor
• None of the services undermine the general principles relating to auditor independence as set out in APES 110 Code
of Ethics for Professional Accountants.
(B) RELATED PRACTICES OF DELOITTE AUSTRALIA
The following fees were paid for services provided by Deloitte Corporate Finance Pty Ltd, a related practice of Deloitte
Touche.
Investigating accountant for the listing of Superloop Limited on the ASX
Total Remuneration of Deloitte Touche Tohmatsu Related Practices
(C) NON-DELOITTE AUDIT FIRMS
Superloop Limited did not engage with any other non-Deloitte audit firms.
2015
$
47,820
47,820
23. Commitments and contingencies
(A) CAPITAL COMMITMENTS
Capital expenditure contracted for at the end of each reporting year but not recognised as liabilities is as follows:
Property, plant and equipment
Total capital commitments
2015
$
2,123,575
2,123,575
Capital commitments disclosed above relate to contracted capital works associated with the completion of the networks.
The Group does not guarantee or have any obligations with respect to the loan agreement between the employee and the
related party.
The Group has also entered into multi-year network maintenance agreements and data centre access agreements. The
annual expense of these operating agreements is $985k.
Details of the loan terms and conditions are provided in the Remuneration Report.
(C) OTHER TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
There were no other transactions with key management personnel during the period.
(B) CONTINGENT ASSETS
The Group did not have any contingent assets during the period or as at the date of this report.
(C) CONTINGENT LIABILITIES
The Group did not have any contingent liabilities during the period or as at the date of this report.
54
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Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Financial Statements
Notes to the Financial Statements
24 Related party transactions
The following is a summary of the transactions with related parties and/or companies under the control of the founding
shareholder.
Common control business combinations
Refer to note 28 for information on common control business combinations.
Shared services agreement
The Company has entered into a shared services agreement with Capital B Pty Ltd ACN 162 622 282 (Capital B), a
company controlled by the Founding Shareholder. Under the agreement, Capital B provides certain services to the
Company (e.g. administrative and information technology services) and a right to use Capital B’s premises at 14-16 Church
Street, Fortitude Valley, Queensland. The services are charged on the basis of the actual cost to Capital B, allocated
on the time Capital B employees spend providing services to the Company. The right to use the premises is based
on a proportion of the lease expenses (between Bevan Slattery as trustee for the Church Street Trust and Capital B),
associated with the Company’s use of the premises. The headlease is on arm’s length terms. The obligations on Capital
B under the agreement are typical for a services agreement, and require that Capital B provide the services with due care,
skill and judgment, comply with the law in providing the services and effect appropriate insurance. Capital B may seek
reimbursement for certain expenses incurred in connection with the provision of services under the agreement. Either party
may terminate the agreement for convenience on 60 days’ written notice.
Customer agreement with Megaport
Superloop Australia and Superloop Singapore have entered into customer agreements for the provision of dark fibre
services with Megaport Operations Pty Ltd ACN 164 521 519 (Megaport) and Megaport Singapore Pte. Ltd (Megaport SG)
which are both companies controlled by the Founding Shareholder. Under the agreements, the customer issues a service
order form to Superloop Australia and Superloop Singapore (as applicable) which sets out the nature of and the applicable
monthly fees for the dark fibre services. The master services agreements are on the same terms as other master services
agreements between Superloop Australia and unrelated customers (with some variance to the master services agreement
with Megaport SG to reflect Singaporean law) and the fees in each current service order form are at competitive market
rates.
Interest on the Founding Shareholder’s Loans
The Company’s initial operations, including the acquisition of the Singapore duct network, were funded by loans from the
Founding Shareholder. The majority of the loans were converted to equity at $0.80 per share, with a portion repaid from
the proceeds of a private placement capital raising (refer note 17). Interest on those loans was charged at the Reserve
Bank of Australia cash rate (from time to time) plus 1%.
Loans to key Management Personnel
Certain key management personnel were eligible to participate in a loan scheme provided by a related party to enable
them to acquire shares as part of the private placement capital raising undertaken by the Group (refer to note 21).
PROVISION OF SERVICES TO/FROM RELATED PARTIES
SALES OF GOODS / SERVICES
Revenue earned from related parties
2015
$
0
PROVISION OF SERVICES TO SUPERLOOP
Payment to related parties for provision of shared services and rent
842,156
BALANCE OUTSTANDING AT PERIOD END
Trade and other payables
421,099
LOANS TO/FROM RELATED PARTIES
Loans to/from related parties during the period are detailed as follows:
Beginning of the period
Interest charged
Loans recieved from related parties
Loans acquired as part of the purchase of
subsidiaries
Foreign exchange (gain) / loss
Amounts converted to equity
Amounts repaid to related parties
End of the period
2015
$
0
475,874
34,232,343
7,085,344
-3,293,561
-30,000,000
-8,500,000
0
25. Reconciliation of loss after income tax to net cash flow from operating activities
Loss for the period after income tax
Adjust for:
- Interest income
- Depreciation and amortisation
- Interest expense
- Foreign exchange gain
Subtotal
Change in operating assets and liabilities
(Increase) / decrease in prepayments and other current assets
(Increase) / decrease in consumption tax
Increase in deferred tax assets
Increase in trade creditors
Increase in employee entitlements
Net cash outflow from operating activities
2015
$
-1,193,442
-7,217
589,777
475,874
-3,300,490
-3,435,498
50,424
303,752
0
316,678
67,079
-2,697,565
NON-CASH
Acquisition of Superloop (Australia) Pty Ltd was a non-cash transaction, refer to note 28.
56
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Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Financial Statements
Notes to the Financial Statements
26. Financial risk management
The Group’s activities expose it to a variety of financial risks: market risk (including interest rate risk and price risk), credit
risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and
seeks to minimise potential adverse effects on the financial performance of the Group.
The Group holds the following financial instruments:
Financial assets
Cash and cash equivalents
Term deposits
Trade and other receivables
Total financial assets
Financial liabilities
Trade and other payables
Interest-bearing borrowings
Total financial liabilities
2015
$
17,046,020
965,880
190,867
18,202,767
2,669,454
0
2,669,454
(A) MARKET RISK
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: foreign exchange risk, price risk and interest rate risk.
(i) Foreign exchange risk
Superloop is exposed to exchange rate movements, in particular movements in the A$/US$ rate, A$/S$ and S$/US$.
Because a proportion of Superloop’s payments for inventory and construction work are made or are expected to be made
in foreign currency, primarily US dollars, movements in exchange rates impact on the amount paid for assets, inventory
and construction work. Also, because a proportion of Superloop’s revenues and profits is likely to be earned in Singapore,
movements in exchange rates impact on the translation of account balances in Superloop’s Singapore operations.
Therefore, movements in exchange rates, particularly the A$/US$ rate, the A$/S$ and the S$/US$ rate, may have an
impact on Superloop’s financial position and performance
(ii) Price risk
The Group is not exposed to any equity securities price risk or commodity price risk.
(iii) Cash flow and fair value interest rate risk
Interest rate risk refers to the risk that the value of a financial instrument or cash flows associated with the instrument will
fluctuate due to changes in market interest rates.
The Group’s main interest rate risk arises from its cash at bank and term deposits (refer Note 8).
Sensitivity
At 30 June 2015, if interest rates had increased by 100 or decreased by 100 basis points from the year end rates, and the
cash balances remain constant for the year along with all other variables, profit before tax for the period would be impacted
$180,119 higher / $180,119 lower.
(B) CREDIT RISK
Credit risk arises from cash and cash equivalents, trade receivables, other receivables and loans receivable.
(i) Cash and cash equivalents
Deposits are placed with Australian banks.
The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit
ratings (if available) or to historical information about counterparty default rates:
CASH AT BANK AND SHORT-TERM DEPOSITS
AA rated
A+ rated
BBB+ rated
TOTAL
2015
18,011,900
0
0
18,011,900
In determining the credit quality of the financial assets, Superloop has used the long-term rating from Standard & Poor’s as
of July 2015.
(ii) Trade receivables
Customer credit risk is will be managed by performing a credit assessment of customers. The Group’s standard payment
terms is 30days, but the Group may agree to longer payment terms. The Group does not require collateral in respect of
financial assets. Outstanding customer receivables will be monitored regularly.
The Group will aim to minimise concentration of credit risk by undertaking transactions with a large number of customers.
In addition, receivable balances will be monitored on an ongoing basis with the intention that the Group’s exposure to bad
debts is minimised.
As at 30 June 2015, the group had nil customer trade receivables.
(iii) Loans to related parties
Loans to related parties are not provided within the Group’s normal operating activities. Loans to related parties are only
provided on commercial terms after a risk assessment has been performed and only with approval from the Board of
Directors. The Group’s maximum exposure to credit risk in respect of loans to related parties is its carrying value. The
Group does not require collateral in respect of loans to related parties.
(C) LIQUIDITY RISK
Superloop’s business is capital intensive in nature, and the continued growth of the Company relies on the acquisition
and development of new fibre optic telecommunications infrastructure and ongoing maintenance of existing fibre optic
telecommunications infrastructure. Superloop requires sufficient access to debt and equity capital to fund this expenditure.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability
of funding through an adequate amount of committed credit facilities to meet obligations when due. Failure to obtain
capital on favorable terms may hinder Superloop’s ability to expand and pursue growth opportunities, which may reduce
competitiveness and have an adverse effect on the financial performance, position and growth prospects of the Company.
As at 30 June 2015, the Group has cash on deposit of $17,046,020 and term deposits of $965,880, which the Group
believes is sufficient working capital to complete the initial networks, operate and maintain those networks, hire additional
sales professionals and evaluate new growth opportunities. As at 30 June 2015, the Group has no outstanding interest-
bearing borrowings.
Contractual Maturities of
Financial Liabilities
Within 12
months
Between 1 and
5 years
Over 5 years
$
2015
Trade payables
2,669,454
Interest-bearing borrowings
0
Total non-derivatives
2,669,454
(D) FAIR VALUE MEASUREMENTS
$
0
0
0
$
0
0
0
Total
contractual
cash flows
Carrying
Amount
$
$
2,669,454
2,669,454
0
0
2,669,454
2,669,454
(i) Trade and other payables
Due to the short-term nature of the trade and other payables, their carrying amount is assumed to be the same as their fair
value.
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Superloop Limited and controlled entities Superloop Annual Report 2015
Notes to the Financial Statements
Notes to the Financial Statements
27. Earnings per share
(A) LOSSES PER SHARE
Total basic losses per share attributable to the ordinary equity holders of the Group
(B) DILUTED LOSSES PER SHARE
Total diluted losses per share attributable to the ordinary equity holders of the Group
(C) RECONCILIATIONS OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE
Basic losses per share
Loss attributable to the ordinary equity holders of the Group used in calculating basic
losses per share
Diluted Losses per share
2015
$
-0.036
2015
$
-0.036
2015
$
-1,193,442
2015
$
Loss from continuing operations attributable to the ordinary equity holders of the Group
-1,193,442
(D) WEIGHTED AVERAGE NUMBER OF SHARES USED AS THE DENOMINATOR
Weighted average number of ordinary shares used as the denominator in calculating basic
earnings per share
Plus potential ordinary shares
Weighted average number of ordinary shares and potential ordinary shares used as the
denominator in calculating diluted earnings per share
28. Controlled Entities
Superloop Limited’s ownership interest of the control entities during the period.
Note
Country of incorporation
Name of entity
Class of
shares
Superloop (Australia) Pty Ltd
(A)
Australia
Superloop (Singapore) Pte Ltd
(B)
Singapore
Ordinary
Ordinary
Superloop (Hong Kong) Limited
(C)
Hong Kong
Ordinary
2015
Number of Shares
33,589,661
0
33,589,661
2015
%
100%
100%
100%
Name of entity
Note
Date Acquired
Net Liabilities
at date of
Acquisition
Superloop (Australia) Pty Ltd
Superloop (Singapore) Pte Ltd
Superloop (Hong Kong) Limited
Total net liabilities at date of acquisition
Consideration
Total common control transactions recognised in other equity
(A)
(B)
(C)
27 March 2015
1,355,603
1 September 2014
467,266
7 October 2014
204,024
2,026,893
1,300,141
3,327,034
(A) Superloop (Australia) Pty Ltd
In March 2015, the Founding Shareholder sold all of the shares in Superloop Australia Pty Ltd to the Company, for
consideration of $1,300,000. The key asset of Superloop Australia at the time was the rights of Superloop Australia Pty
Ltd under the dark fibre supply agreement and the future revenue from customer contracts. The net liabilities at the date
of acquisition was $1,355,603. The Board at the time (excluding the Founding Shareholder) approved the transaction. The
consideration for the sale was satisfied by the issue of Shares at $0.80 per share.
(B) Superloop (Singapore) Pte Ltd
In September 2014, the Founding Shareholder sold all of the shares in Superloop (Singapore) Pte Ltd to the Company.
The net liabilities at the date of acquisition were $467,266. Consideration paid was $1.
(C) Superloop (Hong Kong) Limited
In October 2014, the Founding Shareholder sold all of the shares in Superloop (Hong Kong) Limited to the Company. The
net liabilities at the date of acquisition were $204,024.Consideration paid was $140.
29. Events occurring after the reporting period
The Group received formal confirmation from the Infocomm Development Authority (IDA) of Singapore that Superloop
has fulfilled the key performance milestone for its Facility Based Operator (FBO) licence, being the construction of 80 km
of fibre by 30 June 2015. As disclosed in the Company’s recent Initial Public Offering prospectus and announced to the
market on 23 June 2015 (Singapore Network Milestone Achieved), a condition of the Company’s FBO licence in Singapore
was the installation of at least 80kms of fibre optic cable by 30 June 2015. Superloop confirms that it has fully discharged
this regulatory requirement, and the IDA has accordingly released the Company from its SGD260,000 performance bond
linked to this milestone.
The Group’s subsidiary, Superloop (Hong Kong) Limited, has been granted a Unified Carrier Licence (UCL) by the Office of
the Communications Authority in Hong Kong.
The Company has also recently announced that the board of directors has approved the initial phase of investment in
Project Red Lion. The first phase of the project will expand the network into more than 25 strategic commercial buildings
that provide Superloop and it’s channel partners, as part of it’s upcoming channel partner program, with access to the
regional headquarters of a number of multinational enterprises, among other potential customers. The initial phase of the
project has a incremental capital investment of approximately AUD$ 2 million, which will be funded from the Company's
existing cash reserves.
These acquisitions were of commonly-controlled entities, which have been are accounted for at their carrying amounts
(refer note 1(C). Assets and liabilities at the time of the acquisition are measured at their book value. The net impact of
common control transactions are recognised in other equity.
60
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Superloop Limited and controlled entities Superloop Annual Report 2015 Notes to the Financial Statements
Shareholder Information
30. Parent entity financial information
(A) DISTRIBUTION OF EQUITY SECURITIES
The following shareholder information was applicable as at 31 July 2015.
Total Current Assets
Total Non-Current Assets
TOTAL ASSETS
Total Current Liabilities
Total Non-Current Liabilities
TOTAL LIABILITIES
NET ASSETS
Shareholders’ Equity
Reserves
Accumulated losses
TOTAL EQUITY
Loss for the period after tax
Total comprehensive loss for the period
2015
$
56,276,665
1,300,141
57,576,806
56,491
0
56,491
57,520,315
58,144,794
0
-624,479
57,520,315
-624,479
-624,479
(A) GUARANTEES ENTERED INTO BY THE PARENT ENTITY IN RELATION TO THE DEBTS OF ITS SUBSIDIARIES
As at 30 June 2015, Superloop Limited did not have any guarantees in relation to the debts of subsidiaries
(B) CONTINGENT LIABILITIES OF SUPERLOOP LIMITED (PARENT ENTITY)
As at 30 June 2015, the Superloop Limited (parent entity) provided a total of $275,049 of bank guarantees in relation to
various obligations that the Group has entered into.
Holding
100,001 and Over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Noumber of Holders
Number of Securities
29
261
310
1,133
163
76,316,464
6,973,026
2,577,793
4,010,851
121,866
(B) EQUITY SECURITY HOLDERS
The names of the twenty largest holders of quoted equity securities are listed below:
Name
BEVAN ANDREW SLATTERY
J P MORGAN NOMINEES AUSTRALIA LIMITED
HACKETT CP NOMINEES PTY LTD
SIMON ROTHERY
SCM CAPITAL PTY LTD
NATIONAL NOMINEES LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
RBC INVESTOR SERVICES AUSTRALIA NOMINEES PTY LIMITED
ALLEGRO CAPITAL NOMINEES PTY LTD
MR DANIEL ABRAHAMS
ROGER BRIAN CLARKE & BARBARA JOAN CLARKE
POMEGRANATE PTY LTD
DANKIM ABRAHAMS SUPERANNUATION
ROCKET SCIENCE PTY LTD
VAGANA PTY LIMITED
SIMKAR PTY LTD
DOBROYD DEVELOPMENTS PTY LTD
BNP PARIBAS NOMS PTY LTD
DANKIM ABRAHAMS INVESTMENT TRUST
CARLOS TRUJILLO
(C) SUBSTANTIAL HOLDERS
Number Held
% of issused
shares
60,000,000
66.67
3,200,737
2,500,000
1,250,000
1,250,000
1,000,000
1,000,000
1,000,000
550,000
550,000
500,000
330,000
323,750
314,500
300,000
295,000
267,500
221,900
176,250
150,000
3.56
2.78
1.39
1.39
1.11
1.11
1.11
0.61
0.61
0.56
0.37
0.36
0.35
0.33
0.33
0.30
0.25
0.20
0.17
75,179,637
83.56
Name
Number held
Percentage of issued shares
BEVAN ANDREW SLATTERY
60,000,000
66.67
(D) VOTING RIGHTS
The voting rights attaching to each class of equity securities are set out below:
Ordinary shares - On a show of hands every member present at a meeting in person or by proxy shall have one
vote and upon a poll each share shall have one vote.
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Superloop Limited and controlled entities Superloop Annual Report 2015
Corporate Directory
DIRECTORS
Bevan Slattery
Executive Chairman
Daniel Abrahams
Chief Executive Officer
Greg Baynton
Non-executive Director
Louise Bolger
Non-executive Director
Michael Malone
Non-executive Director
COMPANY SECRETARY
Gregory Bryant
Chief Financial Officer
REGISTERED OFFICE
Superloop Limited
14-16 Church Street
Fortitude Valley QLD 4006
Tel: +61 (7) 3088 5999
COMPANY WEBSITE
www.superloop.com
AUDITOR
Deloitte Touche Tohmatsu
Level 25, Riverside Centre
123 Eagle Street
Brisbane QLD 4000
www.deloitte.com/au
SOLICITORS
McCullough Robertson
Level 11, Central Plaza Two
66 Eagle Street
Brisbane QLD 4000
www.mccullough.com.au
SHARE REGISTER
Link Market Services Limited
Level 15, 324 Queen Street
Brisbane QLD 4000
www.linkmarketservices.com.au
STOCK EXCHANGE LISTING
Superloop Limited shares are listed on the
Australian Securities Exchange (ASX) under ticker
code SLC
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Superloop Annual Report 2015