2005 Washington H. Soul Pattinson and Company Limited and Controlled Entities A.B.N
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WASHINGTON H. SOUL PATTINSON AND COMPANY LIMITED A.B.N. 49 000 002 728 DIRECTORS’ ANNUAL REPORT and FINANCIAL STATEMENTS 2005 WASHINGTON H. SOUL PATTINSON AND COMPANY LIMITED AND CONTROLLED ENTITIES A.B.N. 49 000 002 728 FINANCIAL SUMMARY 2001 2002 2003 2004 2005 $000 $000 $000 $000 $000 Before non regular items Total sales revenue 906,448 334,307 340,624 392,854 597,104 Operating profit after taxation and excluding outside equity............................ 45,756 65,987 78,706 81,508 105,109 Total assets employed................................ 1,381,008 1,092,348 1,115,282 1,414,693 2,220,042 Shareholders’ funds.................................. 643,017 668,436 729,926 867,509 1,260,448 Operating profit after taxation and excluding outside equity as a percentage of shareholders’ funds... 7.1% 9.9% 10.8% 9.4% 8.3% Earnings per share on adjusted issued capital (cents)..... 19.17 27.65 32.98 34.16 44.04 Ordinary Dividends per share (cents)................... 11.5 14.0 17.0 20.0 25.0 Special Dividends per share (cents).................... 4.0 5.0 5.0 10.0 15.0 After non regular items Operating profit after taxation and excluding outside equity ........................... 56,751 72,741 88,307 155,925 421,455 Earnings per share on adjusted issued capital (cents) .. 23.78 30.48 37.00 65.34 176.61 WASHINGTON H. SOUL PATTINSON AND COMPANY LIMITED A.B.N. 49 000 002 728 DIRECTORS: ROBERT D. MILLNER Chairman of Directors Director since 1984 MICHAEL J. MILLNER Non-Executive Director - Deputy Chairman Director since 1997 PETER R. ROBINSON B.Com. Executive Director Joined the Company 1978 Director since 1984 DAVID J. FAIRFULL B.Com, A.C.I.S., C.P.A., A.S.I.A. Executive Director Director since 1997 SECRETARY: ROBERT A. O’BRIEN AUDITORS: MOORE STEPHENS SYDNEY Chartered Accountants REGISTERED OFFICE: FIRST FLOOR 160 PITT STREET MALL, SYDNEY, N.S.W. 2000 Telephone: (02) 9232 7166 Facsimile: (02) 9235 1747 Internet Website Address: www.whsp.com.au SHARE REGISTER: Computershare Investor Services Pty. Limited Level 3, 60 Carrington Street, Sydney. N.S.W. 2000 Telephone: 1300 855 080 (within Australia) Telephone: +61 3 9415 4000 (outside Australia) Facsimile: +61 2 8234 5050 Email: [email protected] WASHINGTON H. SOUL PATTINSON AND COMPANY LIMITED A.B.N. 49 000 002 728 DIRECTORS’ REPORT The Directors of Washington H. Soul Pattinson and Company Limited present their report and the financial statements of the parent entity and its controlled entities for the financial year ended 31st July, 2005. DIRECTORS The Directors of the Company in office at any time during or since the end of the financial year are: Robert Dobson Millner Chairman (Non-Executive Director since 1984, appointed Chairman 1998) Mr. Millner is a grazier-director and Chairman of the Group’s listed entities New Hope Corporation Limited, SP Telemedia Limited and Souls Private Equity Limited. Mr. Millner is also Chairman of Brickworks Limited, Milton Corporation Limited and Choiseul Investments Limited and is also a non-executive director of Australian Pharmaceutical Industries Limited. Listed company directorships held during the past three years: - New Hope Corporation Limited – Appointed 1995 (current) - SP Telemedia Limited – Appointed 2000 (current) - Souls Private Equity Limited – Appointed 2004 (current) - KH Foods Limited - Appointed 1994 Retired 2004 - Clover Corporation Limited – Appointed 1999 Resigned 2002 - Brickworks Limited – Appointed 1997 (current) - Brickworks Investment Company Limited – Appointed 2003 (current) - Australian Pharmaceutical Industries Limited – Appointed 2000 (current) - Milton Corporation Limited – appointed 1998 (current) - Choiseul Investments Limited – appointed 1995 (current) Michael John Millner Deputy Chairman (Non-Executive Director since 1997, appointed Deputy Chairman 1998 and is a member of the Audit Committee) Mr Millner is a grazier-director and a Councillor of the Royal Agricultural Society of New South Wales. Mr. Millner is also a non-executive director of Ruralco Limited and the Group’s listed entities KH Foods Limited and SP Telemedia Limited. Listed company directorships held during the past three years: - SP Telemedia Limited – Appointed 1997 (current) - KH Foods Limited – Appointed 1997 (current) - Brickworks Limited – Appointed 1998 (current) - Choiseul Investments Limited – Appointed 2001 (current) - Ruralco Limited – Appointed 2003 (current) - Australian Food & Fibre Limited – Appointed 2000 Resigned 2004 Peter Raymond Robinson B. Com. Executive Director Joined the Company 1978, appointed Director 1984. Mr Robinson is chairman of Australian Pharmaceutical Industries Limited, KH Foods Limited and Clover Corporation Limited as well as a non-executive director of the Group’s listed entities New Hope Corporation Limited and SP Telemedia Limited. Listed company directorships held during the past three years: - New Hope Corporation Limited – Appointed 1997 (current) - SP Telemedia Limited – Appointed 2000 (current) - KH Foods Limited – Appointed 1987 (current) - Clover Corporation Limited – Appointed 1997 (current) - Australian Pharmaceutical Industries Limited – Appointed 2000 (current) 2 DIRECTORS’ REPORT (Cont.) Graeme Lance Robertson B.A., M.A.I.E., F.A.I.C.D. Executive Director and member of the Audit Committee. Appointed Director 1997 Resigned 2005. Following the sale of New Hope Corporation Limited’s international coal assets, which was completed on 21 June, 2005, Mr. Robertson resigned as Managing Director of New Hope Corporation Limited and also the Parent Company.Listed company directorships held during the past three years: - New Hope Corporation Limited – Appointed 1987 Resigned 2005 David John Fairfull B.Com., A.C.I.S., C.P.A., A.S.I.A. Executive Director and Chairman of the Audit Committee. Appointed Director 1997. Mr. Fairfull is Joint Managing Director of Pitt Capital Partners Limited, a controlled entity, and a non-executive director of the Group’s listed entities New Hope Corporation Limited, SP Telemedia Limited and Souls Private Equity Limited. Mr. Fairfull is also a director of Australian Pharmaceutical Industries Limited, the Stockland Trust Group and Chairman of B Digital Limited. Listed company directorships held during the past three years: - New Hope Corporation Limited – Appointed 1997 (current) - SP Telemedia Limited – Appointed 2000 (current) - Souls Private Equity Limited – Appointed 2004 (current) - KH Foods Limited – Appointed 1997 Retired 2004 - Clover Corporation Limited – Appointed 2002 Resigned 2004 - Australian Pharmaceutical Industries Limited – Appointed 2000 (current) - Stockland Limited – Appointed 1990 (current) - B Digital Limited – Appointed 2005 (current) - Gazal Corporation Limited – Appointed 1987 Resigned 2004 COMPANY SECRETARY Robert Alfred O’Brien Mr. O’Brien has more than thirty years’ accounting and company secretarial experience and was appointed Secretary of Washington H. Soul Pattinson and Company Limited in June, 1994. Prior to joining Washington H. Soul Pattinson & Company Limited, Mr. O’Brien was assistant company secretary and company secretary of the Inchcape Group of Companies in Australia during a period of twenty two years. DIRECTORS’ MEETINGS The number of Directors’ meetings (including meetings of committees of directors) and the number of meetings attended by each of the directors of the company during the financial year are: Board of Audit Remuneration Nomination Directors Committee Committee Committee Total number of meetings held: 15 5 1 1 Director: Mr. R.D. Millner + 14 - 1 1 Mr. P.R. Robinson 14 - - - Mr. M.J. Millner *+ 15 5 1 1 Mr. G.L. Robertson * 13 5 - - Mr. D.J. Fairfull * 15 5 - - * Denotes member of the Audit Committee of Directors. + Denotes member of the Remuneration and Nomination Committees of Directors. CONSOLIDATED FINANCIAL PERFORMANCE The Profit of the Group, after tax before non regular items, attributable to shareholders for the year ended 31 July, 2005 was $105.1 million, an increase of 29% over the previous year. The Group’s coal operations were the main contributor to the increase in profit, assisted by solid gains from investments and merchant banking. The Profit of the Group, after tax and non-regular items, was $421.5 million, an increase of 170.3% over the previous year. The profit on non regular items of $316.3 million mainly consisted of the share of profit on the sale of NHC’s international coal assets and gains arising from the issue of new shares by controlled entities and associates. 3 DIRECTORS’ REPORT (Cont.) Comparisons with last year are as follows:- 2005 2004 % $000 $000 Change Sales ........................................ 597,104 392,854 + 52.0% Profit after tax before non regular item .. 105,109 81,508 + 29.0% Profit after tax and non regular items .......... 421,455 155,925 + 170.3% Share of Net profits of Associates ............. 43,743 78,489 - 44.3% Earnings per share ............................ 176.6c 65.3c + 170.3% Final Dividend ............................... 15.0c 12.0c + 25.0% Interim Dividend ............................. 10.0c 8.0c + 25.0% Total Dividends (excluding Special Dividends) . 25.0c 20.0c + 25.0% DIVIDENDS 1. Final Dividend Directors recommend the payment of a fully franked final dividend of 15 cents per share in respect of the year ended 31st July, 2005 (2004 – 12 cents). 2. Special Dividends (i) As previously announced, the second special fully franked dividend of 10 cents per share arising from the sale of NBN Television to SP Telemedia Limited will be paid in conjunction with the