Annual Financial Report Year Ended 30 June 2015
Total Page:16
File Type:pdf, Size:1020Kb
GARDA CAPITAL LIMITED AND SUBSIDIARIES ABN: 53 095 039 366 ANNUALFor personal use only FINANCIAL REPORT YEAR ENDED 30 JUNE 2015 For personal use only 2 | GARDA CAPITAL LIMITED AND SUBSIDIARIES ANNUAL FINANCIAL REPORT 30 JUNE 2015 CONTENTS 01 DIRECTORS’ REPORT 5 02 AUDITOR’S INDEPENDENCE DECLARATION 16 03 CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 17 04 CONSOLIDATED STATEMENT OF FINANCIAL POSITION 18 05 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 19 06 CONSOLIDATED STATEMENT OF CASH FLOWS 20 07 DIRECTORS’ DECLARATION 56 08 INDEPENDENT AUDITOR’S REPORT 57 For personal use only GARDA CAPITAL LIMITED AND SUBSIDIARIES ANNUAL FINANCIAL REPORT 30 JUNE 2015 | 3 CHAIRMAN’S LETTER Dear Shareholders, I am pleased to present the GARDA Capital Limited (GARDA or Company) annual report for 2015. The year has been full of activity where the board and executive of the Company have been able to deliver substantial outcomes for shareholders. Some of the key achievements during the year include: • The rebranding and repositioning of the Company to “GARDA”; • The $75 million recapitalisation and ASX listing of the GARDA Diversified Property Fund (GDF) of which the Company is the responsible entity; • The strategic and long-term co-investment of $10 million by the Company in GDF, aligning the interests of the Company with all unitholders of GDF. The Company is the largest single unit holder in the fund; • Board renewal during the year saw the retirement of Mr Rowan Ward after four years’ service and the appointment of two new non-executive directors, Mr Philip Lee and myself as independent chairman. Your board now consists of five directors; three non-executive directors and two executive directors; • The acquisition of an established debt advisory business that settled in September 2014 and re-branded as GARDA Finance; and • A $2 million investment made into direct real estate via a debt position which was advanced earlier in the calendar year. GARDA is now an integrated real estate business comprising property investment and funds management, including associated real estate services and real estate debt advisory. The Company’s property investments currently consist of the $10 million co-investment in GDF, and a $2 million direct real estate debt investment position. GARDA currently manages approximately $170 million of Australian commercial and industrial real estate including the ASX listed $140 million GARDA Diversified Property Fund (GDF) and approximately a $150 million debt advisory loan book (non-principal positions). The funds management operation is now primarily focused on the prudent growth of the ASX listed GDF. The Company is reviewing its corporate structure having regard for its expanded suite of activities. During the 2016 financial year GARDA may undertake capital initiatives to secure additional financial resources to continue to execute its corporate strategy. I am excited about the 2016 financial year and anticipated continued growth of the Company. I would like to thank my fellow directors, the executive team and GARDA employees for their work and dedication over the past year. Yours faithfully David Usasz Chairman For personal use only GARDA Capital Limited 4 | GARDA CAPITAL LIMITED AND SUBSIDIARIES ANNUAL FINANCIAL REPORT 30 JUNE 2015 01 DIRECTORS’ REPORT Your directors present their report on the group (referred to hereafter as the Group or Consolidated Entity) consisting of GARDA Capital Limited (formerly Opus Capital Limited) (GCL or Company) and the entities it controlled at the end of, or during, the year ended 30 June 2015. The parent entity is a company registered under the Corporations Act 2001. INFORMATION ON DIRECTORS OF THE RESPONSIBLE ENTITY The directors of GARDA Capital Limited at any time during or since the end of the financial year and up to the date of this report are: CURRENT DIRECTORS MR DAVID USASZ MR MATTHEW MADSEN Independent Chairman Managing Director (appointed 21 May 2015) (appointed 22 September 2011) Experience and Special Responsibilities Experience and Special Responsibilities David has over 32 years’ experience, including a Matthew has almost 20 years’ experience in the funds partner for 20 years with PricewaterhouseCoopers management industry, predominantly in director roles. in Australia and Hong Kong and has been involved in Matthew also has significant property and property tax, merger and acquisition advice, corporate advisory finance experience, acting (including in GARDA Capital consultancy, specialising in corporate reorganisations. Group) as a finance intermediary focused on larger He recently retired as a Non-Executive Director construction and property investment funding. of Cromwell Group having served for over 8 As Managing Director and a substantial years and is a former Non-Executive Director of shareholder (through an associate) of the GARDA Queensland Investment Corporation Ltd. Capital Group, Matthew has been responsible David has also served as a Non-Executive Director for the repositioning of the group. and Chairman of Ambre Energy Limited and Matthew is also Chair of the Advisory Ambre Fuels Limited, a Non-Executive Director Board for residential land developer, of URBIS Pty Ltd and he has acted on advisory Trask Development Corporation. boards for private companies including Stanbroke Pastoral Company and Carter & Spencer. Matthew holds a Diploma in Financial Services, a Diploma in Financial Markets, is an affiliate member He holds a Bachelor of Commerce from the of the Securities Institute of Australia, and a member University of Queensland, is a Fellow of the Institute of the Australian Institute of Company Directors. of Chartered Accountants and is a Fellow of the Australian Institute of Company Directors. For personal use only GARDA CAPITAL LIMITED AND SUBSIDIARIES ANNUAL FINANCIAL REPORT 30 JUNE 2015 | 5 CURRENT DIRECTORS CONT’ MR MARK HALLETT MR PHILIP LEE Non-Executive Director Non-Executive Director (appointed 31 January 2011) (appointed 21 May 2015) Experience and Special Responsibilities Experience and Special Responsibilities Mark has in excess of 30 years’ industry and legal Philip has over 28 years’ experience in stockbroking, experience. A qualified solicitor, Mark has an equities research and corporate finance. impressive range of diverse industry experiences He joined Morgans in 1986 and has served as a across all aspects of corporate litigation, Authorised Representative of Morgans and Joint Head restructuring, and commercial property. of Corporate Finance. He currently holds the position Mark holds an LLB, and is the Principal and legal of Executive Director Corporate Advisory primarily practice director of Hallett Legal. Mark has a focussed on raising capital for growing companies. Philip great depth of skills and experience in business chairs Morgans Risk and Underwriting Committees. ownership and strategic management. Philip holds a Bachelor of Commerce from the University Mark is highly active in managing successful of Canterbury, is a Member of the Australian Institute property syndicates for business associates and of Company Directors and is a Senior Fellow of Finsia. continues to advise the industry on property Philip has served on the Finsia Regional investment, legal and corporate restructuring. Council in Queensland for the past 5 years, including 3 years as Chairman. MR LEYLAN NEEP PREVIOUS DIRECTORS Executive Director (appointed 31 July 2014) MR ROWAN WARD CFO/Company Secretary Non-Executive Director (appointed 30 July 2012) (appointed 25 January 2011, resigned 21 October 2014) Experience and Special Responsibilities Leylan has over 17 years’ experience in the financial Experience and Special Responsibilities services industry with a strong track record in Rowan Ward has a strong track record of corporate and accounting, finance, and funds management. trustee board representation with excellent knowledge Prior to his role with the Group, Leylan was Chief of legal, accounting and governance responsibilities Operating Officer at Blue Sky Alternative Investments which makes him an outstanding addition to the Limited, and was responsible for all of the operational company. activities of the group, including accounting, funds Rowan enjoys an enviable reputation as a passionate administration, information technology, and compliance. advocate for the protection of the interests of all classes Leylan has worked for a broad range of fund managers of beneficiaries whether unit holders, policy owners or and financial institutions including positions as an members of superannuation funds created over a 25 Associate Director at UBS Investment Bank and as an year career with Suncorp. Analyst with GLG Partners, a London based hedge As part of his responsibilities at Suncorp, he was fund. Leylan also has extensive experience in finance chairman of Suncorp public offer superannuation funds roles with several international investment banks. of $2,000m, Chairman of Trustees of the Suncorp Staff Leylan holds a Bachelor of Commerce from Bond Superannuation Fund with net assets in excess of For personal use only University and is a qualified Certified Practising $700m, and advisor to the Suncorp board on prudential Accountant (CPA). Leylan is a member of both matters governing over $2,000m of assets relating to the Australian Institute of Company Directors Suncorp Life and Superannuation Limited. In his final and the Governance Institute of Australia. role before leaving Suncorp in 2010, Rowan led a team of 120 professional