Great Southern Plantations Limited
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Great Southern Limited ABN 54 052 046 536 Financial Statements 30 September 2008 Contents Page Key Personnel 2 Directors’ Report 28 Remuneration Report 38 Corporate Governance Statement 50 Financial Report 55 Directors’ Declaration 138 Independent Audit Report to the Members 139 Auditor’s Independence Declaration 141 Shareholder Information 142 Corporate directory Directors D C Griffiths Chairman C A Rhodes Managing Director A McCleary P J Mansell M L Peacock J C Young P C Butlin Secretary N J Hackett Notice of Annual General The Annual General Meeting of Great Southern Limited will be held in the Ball Meeting Room, Parmelia Hilton Hotel, Perth, WA at 10am (WDT) on Thursday, 19 February 2009. Principal registered office 16 Parliament Place in Australia West Perth WA 6005 Telephone: (08) 9320 9700 Facsimile: (08) 9321 9288 Share and Transferable Computershare Investor Services Pty Ltd REset Exchangeable Level 2 Securities TREES series 2 45 St George’s Terrace (TREES2) registry and Perth WA 6000 TREES series 3 (TREES3) registry Auditor Ernst and Young The Ernst and Young Building 11 Mounts Bay Road Perth WA 6000 Solicitors Freehills Level 36 QV1 Building 250 St George’s Terrace Perth WA 6000 Bankers ANZ Banking Group Limited 77 St George’s Terrace Perth WA 6000 Trustee for TREES2 and Australian Executor Trustees Limited TREES3 holders 80 Alfred Street Milsons Point NSW 2061 Stock exchange listing Great Southern Limited shares are listed on the Australian Stock Exchange under the code GTP. TREES2 are listed on the Australian Stock Exchange under the code GTPGA. TREES3 are listed on the Australian Stock Exchange under the code GTPGB. Website address www.great-southern.com.au - - 1 - - Key Personnel Executive Committee The Group’s senior executive team is referred to as the Executive Committee. The Managing Director is supported by the Executive Committee and is responsible to the board for all areas of corporate strategy and operational performance of the Group. The Executive Committee currently comprises: Cameron Rhodes Managing Director Phillip Butlin Executive Director and Deputy Managing Director Julian Dayman Chief Operating Officer Neil Hackett Company Secretary and General Manager – Corporate Services Simon Martin Chief Financial Officer - - 2 - - Chairman’s message Dear Shareholders I am pleased to present your company’s 2008 annual report. The financial year ending 30 September 2008 has been a difficult one for the company with sales of managed investment scheme (MIS) products reducing by 24% from the previous year to $314 million and with revenue and income down 15.4% to $444 million. Profit before tax and after significant asset write downs and provisions was $19.2 million while allowances for doubtful debts and goodwill impairment produced a net loss after tax of $63.8 million. The write down of the carrying values of certain assets were made by the Company to reflect the more adverse economic climate in which it is currently operating. Having regard to the loss and the future cash flow requirements of the company, the Board decided not to declare a final dividend for the first time since listing in 1999. As announced earlier in the year the company completed a comprehensive review of its business model and the changing operating environment and a decision was made to embark upon a course of action which would seek to combine the interests of investors in the 1998 to 2003 plantation projects and the 2006 and 2007 beef cattle projects with the agricultural land bank and agricultural management skills of the company to form a substantial forestry and cattle agribusiness which we believed would prove to be attractive to investors. This exercise was named “Project Transform” to reflect the dramatically positive impact it could have upon the company. The outcome of Project Transform will be determined by meetings of the plantation and beef cattle project investors on 19 January 2009 and a meeting of Great Southern Limited shareholders which will now be held on 22 January 2009. The company also made individual offers to acquire the members’ interests in each of the 8 projects and this offer is scheduled to close on 29 January 2009. While the company will continue to promote the benefits of Project Transform leading up to the meetings it is also in the process of developing alternative plans to address the situation where Project Transform does not receive the required support for the schemes nor a material level of support for the individual offers. Like most businesses throughout the world we expect 2009 will be a very challenging year. Great Southern will be required to promote MIS products which can attract support in a tough market, maintain strict costs controls, embark on a level of asset sales and maintain a very careful management of liquidity, banking covenants and banking relationships. Maintaining cash flows and operating margins will be critical. The requirement to consider the sale of any of our existing assets will depend upon the level of success experienced by Project Transform. The sale of any existing assets and any further deterioration in the MIS agribusiness sector may lead to book losses and declines in book value in 2009. While acknowledging the risks and challenges that lie in the year ahead it is important to not lose sight of the fact that longer term trends such as the continued economic growth of Asia, the decline in logging of native forests and the rise in the importance of carbon sequestration can be expected to benefit our very substantial land bank and agribusiness over time. The recently announced conditional sales of forestry and cattle properties by companies in our sector, which are occurring even in these times of global turmoil, demonstrate a considerable level of confidence in these industries in the years ahead. Our challenge is to weather the current global financial crisis and find the opportunities to extract value from these opportunities for our shareholders. This year has been a disappointing one for shareholders with a declining share price and no final dividend. It has also been a very difficult and onerous one for our executives and employees as we have been forced to make a number of staff redundant and called upon other staff members to work very long hours and many weekends to implement Project Transform and deal with a myriad of other issues which present themselves in these times. On behalf of the board I would sincerely like to thank every member of the Great Southern team for their efforts and also to thank shareholders for their continued support for the company in what has been a very difficult year. David Griffiths Chairman - - 3 - - Managing Director’s message Dear Shareholders My first year as Managing Director of the company has certainly been a challenging one. I commenced the role in February of this year as we began a comprehensive strategic review of the business, designed to strengthen and diversify the company and to provide a more robust and sustainable business model moving forward. This strategic review process culminated in the announcement of “Project Transform” on 26 August 2008, a strategy comprising three aspects, being a proposal to significantly restructure the business through seeking to acquire the interests in eight of our MIS projects; a reorientation of the company’s agricultural investment services business; and a rationalisation and reduction of the cost structures of the group. Whilst I am convinced that the proposed transactions to acquire the MIS interests was the right idea and has the potential to enhance value for both shareholders and project investors alike, in hindsight we could probably have not chosen a worse time in which to undertake this exercise, as global equity and credit markets significantly worsened and the company’s share price declined substantially. These market conditions, along with project return and investor sentiment issues, have made the transaction process a far more difficult and challenging exercise than we ever could have imagined. Notwithstanding this, the investor meetings on 19 January 2009 will determine the outcome of the proposal, and based on proxy numbers released on 30 November 2008 and the level of individual acceptances to date, we have a reasonable prospect of at least one or both of the beef cattle projects being successful, which would provide significant value and opportunities for the company. We are also expecting some degree of success with the forestry projects, either through complete projects or a level of individual offer acceptances across all projects, which will also add strength to the balance sheet and provide future earnings and cash flow. Apart from the proposed transaction itself, the other aspects of Project Transform have also been progressing. In particular, our focus on reducing costs and increasing efficiencies has already provided tangible results, with corporate expenses for the financial year ended 30 September 2008 having reduced. This is an area which will continue to be a major focus in the coming year and one where I believe further substantial cost savings across the entire business can be achieved. The financial results for the year were clearly disappointing, having reported a net operating loss before goodwill impairment of $33.8 million, in line with guidance provided in August 2008. The loss included an allowance for doubtful debts of $56.9 million before tax (FY07 $5.6 million), which included a specific provision of $37.2 million announced in March 2008, and further provisioning reflecting the worsening overall economic environment and the expected impact of this on the performance of the loan book. The company also wrote off $30 million of intangible assets, being goodwill relating to its previous acquisitions of RFM and Sylvatech, reflecting current market conditions and uncertainty associated with the short term opportunities in respect of these assets, taking the total reported loss for the year to $63.8 million.