����������������������� �SYDNEY GAS COMPANY NL
������������������������������� ACN� 003 324 310
�������������������������������������� ANNUAL
REPORT
��������������������� FOR THE YEAR ENDED 30 JUNE
1999
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CONTENTS |
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COMPANY DIRECTORY |
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Page |
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Directors |
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Company
Directory |
1 |
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Domenic V Martino - (Chairman) |
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John E T Towner |
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Chairman�s
Report |
2 |
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Artur Birkner |
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John P Castleman Jr |
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Review of
Operations |
3 |
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Shane M Doherty |
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Directors�
Report |
6 |
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Secretary |
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Patrick
Sam Yue |
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Auditor�s
Report to the Members |
12 |
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Mark W Maine |
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Directors�
Declaration |
13 |
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Principal Office |
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RACA House |
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Profit and
Loss Statements |
14 |
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89 Macquarie Street |
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SYDNEY
NSW 2000 |
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Balance
Sheet |
15 |
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Registered Office |
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Statement
of Cash Flows |
16 |
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C/- Deloitte Touche Tohmatsu |
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Level 16, Central Park |
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Notes To
And Forming Part Of |
17 |
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152 - 158 St Georges Terrace |
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Accounts |
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PERTH� WA� 6000 |
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Tenements Summary |
33 |
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Solicitors |
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Piper Alderman |
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Additional
Information |
34 |
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Level 24 |
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1 O�Connell Street |
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SYDNEY NSW� 2000 |
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Auditors |
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Bird Cameron Partners |
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Level 16 |
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55 Hunter Street |
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SYDNEY NSW 2000 |
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Home Stock Exchange |
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Australian Stock Exchange Limited |
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2 The Esplanade |
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PERTH� WA� 6000 |
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Code: SGC |
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Share Registry |
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National Registry Services Pty Limited |
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Level 17, Central Park |
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152 -158 St Georges Terrace |
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PERTH� WA� 6000 |
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Telephone� (08) 9365 7010 |
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Facsimile�� (08) 9365 7011 |
CHAIRMAN�S
REPORT
The Directors have pleasure in presenting the 1999 Annual Report for Sydney Gas Company (�SGC�).
The last year has seen the transformation of this company.� In this period the company has set out to establish itself as a leading Australian gas producer through development and production of Coal Bed Methane (�CBM�) in the Sydney Basin.
The company has initially focussed its efforts on production from PEL 2 through the 25 well pilot program that commenced at the �Johndilo Project�.
SGC set out on this project with a number of competitive advantages, namely:
Milestones the company has achieved since commencing this project include:
The contract with AGL is another important step in SGC�s five year plan to establish itself as the first local supplier of natural gas to the New South Wales market.� In fact, the signing of this contract with AGL is historic in that it represents the first sale to the NSW market of gas to be produced locally.� Current NSW gas supplies are sourced from the Cooper Basin in South Australia, more than 1500 kilometres from the NSW market.
The company is continuing discussions and negotiations with other prospective gas purchasers and project financiers and expects to make some important steps in this direction in the coming year.
The task immediately at hand for SGC is to complete the current 20 well program.� Once these wells are successfully completed, the company plans to drill up to 100 wells in the year 2000.� This will firmly put Sydney Gas Company on the path to becoming a leading Australian gas producer.
DOMENIC V MARTINO
Chairman
30 September 1999
��������������������������������������� REVIEW OF OPERATIONS
Petroleum Exploration Licence 2 (SGC interest
:100%)
Petroleum Exploration Licence 4 (SGC interest
: 60% earning 100%)
Petroleum Exploration Licence 267 (SGC
interest : 82.5%)
The period from the successful completion of the company�s capital raising in July 1998 to the end of the calendar year was spent planning for the initial twenty-five well coal bed methane (�CBM�) pilot project to be implemented in PEL 2.� A considerable amount of geological evaluation work was done to come up with the specific area near the town of Camden, NSW where the project would be located.
At the same time, equipment specific to CBM drilling and production was bought, mobilised and shipped to Sydney from the United States.� Key personnel, with CBM production experience were hired.
Drilling activities began in February 1999 on the Johndilo farm, located just southwest of Camden.� By early May, five wells had been drilled, hydraulically fracced and completed.� Production testing started in July, as electricity was finally delivered to all wells.� One well, the Johndilo #1 has performed beyond expectations, in that it has flowed gas since completion, at rates of 300 - 400 gigajoules per day, with no pumping equipment needed.
The accomplishments achieved over the year have been significant.� The company has demonstrated that the Bulli coal seam can be successfully fracced.� Further, the company has proved that the Bulli coal has sufficient permeability to sustain commercial flow rates of gas.� And finally, the Johndilo #1 is the first well in NSW to deliver sustained, commercial, flow rates of gas.
Since the end of the financial year, there have been several developments of note.� Importantly, the company entered into a gas supply contract with AGL Wholesale Gas Limited.� Whereby AGL will buy all gas produced from the twenty-five wells to be drilled in the Johndilo Pilot Project.� The company will build a twenty-five kilometre pipeline to deliver the gas sold into the AGL Networks Moomba-Sydney pipeline, at a point near the town of Narellan, NSW.� Preliminary design and engineering work has already begun.
Operationally, drilling activities have resumed on the balance of the twenty-five wells to complete the pilot project.� It is anticipated that these wells will be completed in early 2000.
Production testing has continued on the Johndilo #2, #4, #9 and #10.� A considerable amount of cleanout work has been required to remove coal and coal fines that flow into the well bores of these wells.� The build up of coal fines in the well bore area blocks the flow of water and gas.� The cleanout procedures will be continued until the migration of coal fines is reduced to the point that the wells can be placed on production status for sustained periods.
The plans for the financial year call for the completion of the Johndilo Pilot Project and the evaluation of the results being satisfactory, the drilling of approximately 100 additional wells through the end of 2000.� Simultaneously, the company, in planning for its capital needs, is considering a range of alternatives, which include additional equity capital, project financing, forward sales of gas or a combination of several such alternatives.
In summary, the company is encouraged with the progress of the Johndilo Pilot Project to date and is looking forward to a lot more progress in the coming year.
GAWLER (LAKE TORRENS) PROJECT, SOUTH AUSTRALIA
Exploration Licence 1956 (SGC interest:100%
less 6% free carried)
The Gawler (Lake
Torrens) Project is centred near Hawker, approximately 100km north-northwest of
Port Augusta. The licence, granted in July 1994, is situated in a predominantly
soil and alluvium covered area on the eastern side of the Gawler Craton.
In 1995� interpretation of the data captured
following a high resolution airborne geological survey over the licence
revealed numerous geophysical anomalies with many of the signatures
characteristic of kimberlite intrusions. Among other features of interest, a
central zone with a number of discrete magnetic targets at accessible depths
have base and precious metal potential. A large sedimentary basin interpreted
in the western part of the licence, has potential for Triassic coal and is
comparable with other basins of this type in the region. Conceptually, the
project area contains the pre-requisites for the formation of gold and base
metal deposits, particularly copper-rich deposits.
Exploration of the
tenement commenced in mid-1996 but was brought to a halt in early 1997 by the
action of the Native Title Claimants. Negotiations are continuing with Native
Title parties for access to the ground. The Directors believe that this project
has the potential to warrant further exploration.
GIBB ROCK PROJECT, WESTERN AUSTRALIA
Exploration Licence 70/1792
Exploration Licence Application 77/795
(SGC interest :100%)
Exploration Licence
70/1792 (36 blocks) was granted on 19 January 1998. ELA 77/795 was recommended
for approval under the expedited process but was objected to by a Native Title
Claimant. Negotiations were successfully concluded and a Compensation Agreement
was signed. However, the Company was unaware of an earlier Native Title Claim,
as it was not notified by the Native Title Tribunal. The Company has been notified
that the EL 70/1792 was approved. This project is scheduled for disposal.
�
NEW ENGLAND SAPPHIRE PROJECT, NEW SOUTH WALES
EL 5056-5060, ML I439In (SGC interest: 60%)
EL 5223, 4942 (SGC interest: 100%)
The exploration and
test mining on the sapphire projects were suspended in early April 1999. The
returns of sapphires from the trial mining did not reflect the grades achieved
during earlier exploration efforts. The New England Sapphire Joint Venture was
dissolved in September 1999 and the remaining project is scheduled for
disposal.
GEMVILLE OPAL PROSPECT, NEW SOUTH WALES
Mineral Claims (SGC interest:100%)
No field work was
undertaken during the year. Four of the 13 mineral claims for opal exploration
at Gemville have been relinquished as trial mining on these leases have
produced negative results. The remaining claims are to be disposed of.
CAMPERDOWN NORTH PROJECT, WESTERN AUSTRALIA
Prospecting Licence Application 24/3645-3647 (SGC interest:90%)
No field work was
undertaken by Britannia Gold NL, who are managers and operators of the Joint
Venture. This project is scheduled for disposal.
DALGARANGA KEYGO JOINT VENTURE, WESTERN
AUSTRALIA
Mining Licences 59/287-289, 59/265 (SGC interest:5%)
The SGC group holds a
5% free carried interest (to completion of mine feasibility) in the Dalgaranga
Keygo Joint Venture, which is located some 80km northwest of Mount Magnet.
Equigold NL was manager of the Joint Venture and also a 45.1% participant (with
Western Reefs Limited 44.9%). Equigold NL has withdrawn from the Joint Venture
on 59/287-289 and SGC relinquished its interests in this licence.
MT PHILLIP PROJECT, WESTERN AUSTRALIA
Mining Lease 09/28 (SGC interest :40%)
This project is
scheduled for disposal.
�������������������������������������� DIRECTORS' REPORT
�������������������������� FOR THE YEAR ENDED 30 JUNE 1999
The Directors present their report on the consolidated entity consisting
of Sydney Gas Company N L and the entities it controlled at the end of, or
during, the year ended 30 June 1999.
DIRECTORS
The names and details of the Directors in office at any time during the
financial year and up to the date of this report are:
Domenic V Martino - Chairman
Mr Martino is a Chartered Accountant and a partner in the national
chartered accounting firm Deloitte Touche Tohmatsu. He has extensive experience
in taxation, corporate management and finance and is a director of a number of
public companies.
John E T Towner - Executive
Director
Mr Towner was appointed a director on 3 May 1999. He has over the last
five years been involved in coal bed methane projects in Africa and Australia.
He has over 30 years experience in drilling and completion of water bores in
Australia and 25 years experience in manufacturing, designing and marketing
pumping equipment and oil field down hold production equipment.
Artur Birkner - Non Executive
Director
Mr Birkner holds an Industrial Chemist and Geology Diploma from Germany.
He has over 30 years experience in mineral exploration throughout Australia. He
has been involved in the development of several mineral deposits from the
exploration stage to production. He has also developed the Biron hydrothermal
emerald growth process and is a director of Biron Corporation Ltd.
Mr Doherty was appointed a director
on 5 August 1998. He has extensive corporate experience obtained over the last
twenty years in positions with various public and private companies.
Mr Gerald Johnson and Mr Stephen J Vining were directors from the
beginning of the financial year until their resignation on 26 April 1999 and on
30 April 1999 respectively.
PRINCIPAL ACTIVITY
The
principal activity of the Company was changed during the financial year with
the start of coal bed methane exploration and development following the
acquisition of Sydney Gas Operations Pty Ltd ( formerly CBM Australia Pty Ltd
). The Company continued the activity of mineral exploration during the year.
RESULTS
The net loss of the economic entity for the financial year after abnormal charges and income tax was $6,179,979 (1998 - $861,817). The results were affected by abnormal charges of $5,553,309 arising primarily from writing off deferred exploration expenditure.
DIRECTORS' REPORT
������������������ FOR THE YEAR ENDED 30 JUNE 1999 (continued)
No
dividends have been paid or declared since the end of the previous financial
year.
SHARE OPTIONS
The
Company has the following options over unissued shares at the date of this
report:-
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Number |
Exercise Price |
Exercise on or before |
Quoted |
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14,951,000 |
$0.20 |
30 June 2001 |
Unquoted |
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� 3,009,000 |
$1.00 |
30 September 2002 |
Unquoted Restricted |
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� 1,000,000 |
$0.30 |
31 December 1999 |
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� 4,200,000 |
$0.20 |
21 August 2003 |
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� 8,400,000 |
$0.25 |
21 August 2003 |
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12,600,000 |
�$0.275 |
21 August 2003 |
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16,800,000 |
�$0.305 |
21 August 2003 |
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�During the year there were 1,400,000 fully
paid ordinary shares issued by virtue of the exercise of options that were
issued under the Company�s employee share option plan in the last financial
year.
Options
on issue do not provide any rights to the holder in respect of participation,
by virtue of the options, in any share issue of any other body corporate.
INDEMNIFICATION OF OFFICERS AND
AUDITORS
During
the financial year the company paid a premium in respect of a contract insuring
the directors of the company (as named above), the secretaries, and all
executive officers of the company and of any related body corporate against a
liability incurred as such a director, secretary or executive officer to the
extent permitted by the Corporations Law. The contract of insurance prohibits
disclosure of the nature of the liability and the amount of the premium. The
Company has not otherwise, during or since the end of the financial year,
indemnified or agreed to indemnify an officer or auditor of the Company or of
any related body corporate against a liability incurred by such an officer or
auditor.
STATE OF AFFAIRS
The
state of affairs of the economic entity was not affected by any significant
changes during the financial year other than that the Company issued 30 million
fully paid shares and 15 million options over unissued shares raising $6 million
to fund working capital and expenditure related to the coal bed methane
project.
�
REVIEW OF OPERATIONS AND LIKELY
DEVELOPMENTS
A
review of the operations for the financial year, together with future
prospects, are set out on pages 3 to 5.� During the year the economic entity started
a coal bed methane pilot project in the Sydney Basin at Camden and continued
exploring for minerals. During the subsequent financial year the likely
developments of the economic entity involve primarily continuation of exploration
and development of coal bed methane and
DIRECTORS' REPORT
������� FOR THE YEAR ENDED 30 JUNE
1999 (continued)
reduced
activity in mineral exploration. On 12 August 1999 the controlled entity,
Sydney Gas Operations Pty Ltd, signed a gas supply agreement for its potential
gas production from the initial 25 wells coal bed methane project in PEL2,
Sydney Basin. The likely results of the exploration activities and development
are unknown at the date of this report.
On 12 August 1999 the controlled entity Sydney Gas Operations Pty Ltd signed a gas supply agreement with AGL Wholesale Gas Limited, an entity owned by the Australian Gas Light Company for the potential gas production from the initial 25 wells in the Johndilo coal bed methane pilot project.
During
August and September 1999 the Company raised $3,009,000 by placement of
3,009,000 fully paid shares at an issue price of $1.00 each. Each share issued
under the placement has an attaching option over one unissued share of the
Company exercisable at $1.00 on or before 30 September 2002. The funds raised
are to be applied to expenditure related to the coal bed methane project in
PEL2.
In
August 1999 the controlled entity Sydney Gas Operations Pty Ltd started the
drilling of a set of 6 wells in the coal bed methane pilot project in PEL
2.�
On 27 August 1999 the controlled entity Sydney Gas Operations Pty Ltd entered into a Farmout Agreement under which Amadeus Petroleum N L is to drill a total of five wells in PEL2, PEL4 and PEL 267 including one at least in each PEL to earn 50 per cent of the crude oil rights only in a specific area surrounding each well. The economic entity shall retain all gas rights in the PELs.
In September 1999 the
Company disposed of its interests in the New England Sapphire Joint Venture
with the dissolution of the joint venture.
There has not arisen in
the interval since 30 June 1999 and up to the date of this report, any other
item, transaction or event of a material and unsual nature likely, in the
opinion of the Directors, to affect substantially the operations of the
economic entity, the results of those operations or the state of affairs of the
economic entity in future financial years.
MEETINGS
OF DIRECTORS
The following table sets out the number of meetings held
by the Directors of the Company during the year ended 30 June 1999 and the
numbers of meetings attended by each Director:
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No of meetings attended |
No of meetings held while in office |
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Domenic
V Martino |
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8 |
8 |
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John E T Towner |
Appointed on 3 May 1999 |
1 |
1 |
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Artur
Birkner |
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7 |
8 |
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John
P Castleman Jr. |
Appointed on 21 August 1998 |
6 |
6 |
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Shane
M Doherty |
Appointed on 5 August 1998 |
6 |
6 |
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Gerald
Johnson |
Resigned on 26 April 1999 |
6 |
7 |
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Stephen
J Vining |
Resigned on 30 April 1999 |
6 |
7 |
DIRECTORS' REPORT
���� FOR THE YEAR ENDED 30 JUNE
1999 (continued)
DIRECTORS' INTERESTS AND BENEFITS
At the date of this report the direct
and indirect interests of the Directors in the securities of Sydney Gas Company
N L were as follows:
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Ordinary Shares |
Options |
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D V
Martino |
500,000 |
- |
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J E T
Towner |
������������� - |
11,970,000(1) |
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A
Birkner |
583,334 |
- |
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S M
Doherty |
499,500 |
12,198,750 (2) |
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J P
Castleman |
10,000 |
9,030,500(3) |
1)Vendor Options granted to a company associated
with Mr J E T Towner pursuant to the acquisition of CBM Australia Pty Ltd.
2)Includes 11,970,000 Vendor Options granted to a
company associated with Mr S M Doherty pursuant to the acquisition of CBM
Australia Pty Ltd and 228,750 Options exercisable at 20 cents on or before 30
June 2001.
3)Includes 9,030,500 Vendor Options granted to a
company associated with Mr J P Castleman pursuant to the acquisition of CBM
Australia Pty Ltd and 5,000 Options exercisable at 20 cents on or before 30
June 2001.
During or since the end of the year no Director of the Company has
received or become entitled to receive a benefit other than a benefit included
in the aggregate amount of emoluments received or due and receivable by
Directors shown in note 22 of the financial statements or the fixed salary of a
full-time employee of the Company or of a related corporation by reason of a
contract made by the Company or a related corporation with the Director or with
a firm of which he is a member, or with an entity in which he has a substantial
financial interest, apart from:
a)
During the year the Company used the services of
Geological Consultants International Pty Ltd, Geological & Corporate
Management Pty Ltd and Gerald Johnson & Co Pty Ltd for geological and
consulting work. Mr G Johnson is a director of Geological Consultants International
Pty Ltd, Geological & Corporate Management Pty Ltd and Gerald Johnson &
Co Pty Ltd.
b)
During and since the end of the year the Company
used the services of chartered accounting firm Deloitte Touche Tohmatsu for
accounting and financial advice services. Mr D V Martino is associated with the
firm Deloitte Touche Tohmatsu.
c)
During and since the end of the year Allregal
Holdings Pty Ltd, a company of which Mr S M Doherty is a director, provided
consultancy services to the Company.
d)
During and since the end of the year CBM
Management Pty Ltd, a corporation of which Mr J P Castleman and Mr J E T Towner
are directors and in which they have substantial financial interests, provided
consulting services to the Company in respect of the Coal Bed Methane Project.
Emoluments
received or due and receivable by the Directors consisted of fees including
superannuation as follows:-
����������������������������������������������������������� ���� $
A Birkner�������������������� 31,670��������
S J Vining���������� ����� 27,815
DIRECTORS' REPORT
������� FOR THE YEAR ENDED 30
JUNE 1999 (continued)
Messrs
D V Martino, J E T Towner, J P Castleman, S M Doherty and G Johnson received no
emoluments during the year. No
officers other than Directors received emoluments from the economic entity.
ENVIRONMENTAL
REGULATIONS
The economic entity is subject to environmental regulation
in respect to its exploration and mining activities in coal bed methane and
minerals. The Company has engaged an independent consultant to regularly advise
on and ensure compliance with environmental regulation in respect of its coal
bed methane project. There have been no reports of breaches of environmental
regulation in the financial year and at the date of this report
The Board of Directors of Sydney Gas Company NL is
responsible for the corporate governance of the economic entity. The Board
monitors the business and affairs of the Company on behalf of the shareholders
by whom they are elected and to whom they are accountable.
At the date of this report no separate committees of the
Board of Directors exist. All matters to be dealt with by a committee are dealt
with by the Board of Directors.
The following outlines the main corporate governance
practices established to ensure the board is equipped to discharge its
responsibilities.
Composition
of the Board
The composition of the Board is determined in accordance
with the following principles and guidelines:
�
The Board shall
comprise at least three Directors, increasing where additional expertise is
considered desirable in certain areas.
�
The Board shall
comprise a majority of non-executive Directors.
�
Directors may bring
characteristics that allow a mix of qualifications, skills and experience.
The Board will review its composition on an annual basis
to ensure that it has the appropriate mix of expertise and experience. Where a
vacancy exists, for whatever reason, or where it is considered, that the Board
would benefit from the services of a new Director with particular skills, the
Board will select appropriate candidates with relevant qualifications, skills
and experience.
The performance of all Directors will be reviewed by the
Chairman each year. Directors whose performance is unsatisfactory will be asked
to retire.
Independent Professional
Advice
Each Director will have the right to seek independent
professional advice at the Company�s expense. However, prior approval by the
Chairman will be required, which will not be unreasonably withheld.
Remuneration
The Board will review the remuneration packages and
policies applicable to executive Directors, senior executives and non-executive
Directors on an annual basis. Remuneration levels will be competitively set to
DIRECTORS' REPORT
���� FOR THE YEAR ENDED 30 JUNE 1999 (continued)
attract qualified and experienced Directors and senior
executives. Where necessary the Board will obtain independent advice on the
appropriateness of remuneration packages.
Business Risk
The Board will monitor and receive advice on areas of
operational and financial risk, and consider strategies for appropriate risk
management arrangements.
Specific areas of risk that are identified will be
regularly considered at Board meetings. Included in these areas are foreign
currency and commodities price fluctuations, performance of activities, human
resources, the environment and continuous disclosure obligations.
Although the Company is not sufficient in size to justify an audit committee, the Board of Directors is taking a keen interest in ensuring that all issues are addressed. The executive Director is responsible for overseeing compliance. Services from outside consultants will be used as necessary.
Ethical Standards
The Board�s policy for the Directors and management is to
conduct themselves with the highest ethical standards. All Directors and
employees will be expected to act with integrity and objectivity, striving at
all times to enhance the reputation and performance of the economic entity.
In
accordance with Section 309A of the Corporations Law the directors advise that
this report has been made in accordance with a resolution of Directors.
Dated
this 30th day of September 1999
J P Castleman������������������������������������������������������������������������������������������������������������������������������������������������������
Director����������������������������������������������������������������������������������������������������������������������������������������������������������������
����������������������� INDEPENDENT AUDIT REPORT TO THE MEMBERS OF
Scope
We have audited the financial report of Sydney Gas Company N.L. and
controlled entities comprising the Directors� Declaration, Profit and Loss
Statement, Balance Sheet, Statement of Cash Flows and notes to and forming part
of the financial statements for the year ended 30 June 1999. The financial
report includes the consolidated financial report of the consolidated entity
comprising the company and the entities it controlled at the year�s end or from
time to time during the financial year.�
The company�s directors are responsible for the financial report. We
have conducted an independent audit of this financial report in order to
express an opinion on it to the members of the company.
Our audit has been conducted in accordance with Australian Auditing
Standards to provide reasonable assurance whether the financial report is free
of material misstatement.� Our
procedures included examination, on a test basis, of evidence supporting the
amounts and other disclosures in the financial report, and the evaluation of
accounting policies and significant accounting estimates.� These procedures have been undertaken to
form an opinion whether, in all material respects, the financial report is
presented fairly in accordance with Accounting Standards and other mandatory
professional reporting requirements and statutory requirements so as to present
a view which is consistent with our understanding of the company�s and the
consolidated entity�s financial position, and performance as represented by the
results of their operations and their cash flows.
The audit opinion expressed in this report has been formed on the above
basis.
Audit Opinion
In our opinion, the financial report of Sydney Gas Company N L and
controlled entities is in accordance with:
(a)���������� the Corporations Law,
including:
i)���������
giving a true and fair view of the company�s and consolidated entity�s
financial position as at��������������
30 June 1999 and of their performance for the year ended on that date;
and
��������������� ii)��������� complying with Accounting Standards
and the Corporations Regulations; and
(b)���������� other mandatory professional
reporting requirements.
Dated in Sydney this 30th day of September, 1999.
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R MOLL
��
Chartered Accountants������������������������������������������������������������������������������������������������������������������ Partner
������������������������������������������� DIRECTORS� DECLARATION
FOR
THE FINANCIAL YEAR ENDED 30 JUNE 1999
The Directors declare that the financial statements and notes set out on
pages 14 to 32:
(a) comply with Accounting Standards, the Corporations Regulations and other
mandatory professional reporting requirements; and
(b) give a true and fair view of the Company�s and economic entity�s
financial position as at 30 June 1999 and of their performance, as represented
by the results of their operations and their cash flows, for the financial year
ended on that date.
In the opinion of the Directors:-
(a)�� the financial
statements and notes are in accordance with the Corporations Law; and
(b)�� there are
reasonable grounds to believe that the Company will be able to pay its debts as
and when they fall due and payable.
This declaration is made in accordance with a resolution
of Directors.
Dated this 30th day of September 1999.
J P Castleman������������������������������������������������������������������������������������������������������������������������������������������������������
Director����������������������������������������������������������������������������������������������������������������������������������������������������������������
��������������������������������������� PROFIT AND LOSS STATEMENTS
����������������������������������������� for the year ended 30 June
1999
|
|
|
Consolidated |
Company |
|
|||
|
|
Note |
1999 $ |
1998 $ |
1999 $ |
1998 $ |
||
|
Operating loss
before abnormal items and income tax |
2,3 |
626,670 |
383,698 |
590,943 |
383,698 |
||
|
Abnormal items before income tax |
3 |
5,553,309 |
478,119 |
3,467,984 |
478,119 |
||
|
Operating loss before income tax |
|
6,179,979 |
861,817 |
4,058,927 |
861,817 |
||
|
Income tax attributable to operating loss |
4 |
- |
- |
- |
- |
||
|
Operating loss after income tax |
|
6,179,979 |
861,817 |
4,058,927 |
861,817 |
||
|
Accumulated losses at the beginning of the financial year |
|
1,887,684 |
1,025,867 |
1,887,669 |
1,025,852 |
||
|
Accumulated losses at the end of the financial year |
|
8,067,663 |
1,887,684 |
5,946,596 |
1,887,669 |
||
��������������������������������������������������� BALANCE
SHEETS
���������������������������������������������������� as
at 30 June 1999
|
|
|
Consolidated |
Company |
|
||
|
|
Note |
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|
|
Current Assets Cash Receivables Investments Other |
5 6 7 8 |
1,034,570 24,856 130,648 251,940 |
303,560 1,855 53,147 10,086 |
1,084,600 5,064,187 130,648 166,765 |
303,560 1,870 53,147 10,086 |
|
|
Total Current Assets |
|
1,442,014 |
368,648 |
6,446,200 |
368,663 |
|
|
Non Current Assets Plant and equipment Wells and well equipment Investment Exploration expenditure Other |
9 10 11 12 |
854,748 1,187,687 - 1,661,464 - |
30,745 - - 3,308,611 6,593 |
79,238 - 4 - - |
30,745 - 50,000 3,258,611 6,593 |
|
|
Total Non Current
Assets |
|
3,703,899 |
3,345,949 |
79,242 |
3,345,949 |
|
|
Total Assets |
|
5,145,913 |
3,714,597 |
6,525,442 |
3,714,612 |
|
|
Current Liabilities Accounts payable Borrowings |
13 14 |
801,887 26,374 |
726,822 - |
156,829 - |
726,822 - |
|
|
Total Current
Liabilities |
|
828,261 |
726,822 |
156,829 |
726,822 |
|
|
Non Current LiabilitiesBorrowings |
15 |
70,106 |
- |
- |
- |
|
Total Non Current Liabilities |
|
70,106 |
- |
- |
- |
|
|
Total Liabilities |
|
898,367 |
- |
156,829 |
- |
|
|
Net Assets |
|
4,247,546 |
2,987,775 |
6,368,613 |
2,987,790 |
|
|
Equity Issued capital Accumulated losses |
17 |
12,315,209 (8,067,663) |
4,875,459 (1,887,684) |
12,315,209 (5,946,596) |
4,875,459 (1,887,669) |
|
|
Total Equity
|
|
4,247,546 |
2,987,775 |
6,368,613 |
2,987,790 |
|
����������������������������������������� STATEMENTS
OF CASH FLOWS
����������������������������������������� for
the year ended 30 June 1999
|
|
|
Consolidated |
Company |
|
||
|
|
Note |
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|
|
Cash flows from Operating Activities Receipts from customers Payments to suppliers and employees Interest received Interest paid |
|
121,199 (1,155,285) 135,561 (4,679) |
- (193,369) 43,717 |
121,199 (1,155,285) 135,079 (395) |
- (193,369) 43,717 - |
|
Net Cash Used in
Operating Activities |
25(b) |
(903,204) |
(149,652) |
(899,402) |
(149,652) |
|
|
Cash Flows from Investing Activities Payments for plant and equipment Payments for research & development Payments for exploration Payments for wells and well equipment Payments to controlled entity Payments for purchase of investments Receipts on sale of investments Payments for security deposits |
|
(798,652) (10,622) (2,897,708) (1,187,687) - (350,000) - (250,953) |
(29,773) (6,593) (855,259) - - (143,092) 102,902 - |
(87,278) (10,622) (468,167) - (4,367,374) (350,000) - (165,953) |
(29,773) (6,593) (855,259) - - (143,092) 102,902 - |
|
|
Net Cash Used in Investing Activities |
|
(5,495,622) |
(931,815) |
(5,449,394) |
(931,815) |
|
|
Cash Flows from
Financing Activities Proceeds from issue of shares Repayment of borrowings Capital raising costs |
|
7,463,750 - (333,914) |
133,776 (7,419) - |
7,463,750 - (333,914) |
133,776 (7,419) - |
|
|
Net Cash Provided by Financing Activities |
|
7,129,836 |
126,357 |
7,129,836 |
126,357 |
|
|
Net Increase/(Decrease) in Cash Held Cash at the Beginning of Financial Year |
|
731,010 303,560 |
(955,110) 1,258,670 |
781,040 303,560 |
(955,110) 1,258,670 |
|
|
Cash at the End of the Financial Year |
25 (a) |
1,034,570 |
303,560 |
1,084,600 |
303,560 |
|
1.�� SUMMARY OF ACCOUNTING POLICIES
��������� The financial report is a
general purpose financial report which has been prepared in accordance with
applicable Australian Accounting Standards, other mandatory professional
reporting requirements and the requirements of the Corporations Law.
��������� The financial statements
have also been prepared on the basis of historical costs and do not take into
account changing money values or, except where stated, current valuations of
non-current assets.� Cost is based on
the fair values of the consideration given in exchange for assets.� The accounting policies have been
consistently applied, unless otherwise stated.
����� Significant Accounting Policies
Accounting
policies are selected and applied in a manner which ensures that the resultant
financial information satisfies the concepts of relevance and reliability,
thereby, ensuring that the substance of the underlying transactions and other
events are reported.
In
addition to the accounting policies prescribed by applicable Accounting
Standards and Urgent Issues Group Consensus Views, the following significant
accounting policies have been adopted in the preparation and presentation of
the financial report:
����� 1.1�� Principles of
Consolidation
��������������������� The
consolidated accounts have been prepared by combining the financial statements
of all the entities that comprise the economic entity, being the company (the
chief entity) and its controlled entities as defined in accounting standard
AASB1024 �Consolidated Accounts�. A list of controlled entities appears in Note
17. Consistent accounting policies have been employed in the preparation and
presentation of the consolidated accounts.
The consolidated accounts include the information and results of each
controlled entity from the date on which the company obtains control and until
such time as the company ceases to control such entity.
In preparing the consolidated accounts, all intercompany balances and
transactions, and unrealised profits arising within the economic entity are
eliminated in full.
����� 1.2�� Income Tax
���������������� Tax
effect accounting procedures are followed whereby the income tax expense in the
profit and loss account is matched with the accounting profit (after allowing
for permanent differences). The future tax benefit relating to tax losses is
not carried forward as an asset unless the benefit can be regarded as being
virtually certain of realisation. Income tax on net cumulative timing
differences is set aside to the deferred income tax and future income tax
benefit accounts at the rates which are expected to apply when those timing
differences reverse. The current tax rates have been used for this purpose.
����� 1.3�� Exploration
Expenditure
��������������������� Exploration,
evaluation and development expenditure are accumulated in respect of each
identifiable area of interest, and carried forward in the balance sheet where:
1.�� SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
����� 1.3�� Exploration
Expenditure (Continued)
��������������������� (a)���� rights to tenure of the area of interest
are current; and
��������������������� (b)���� one of the following conditions is met:
������������������������������� (i)������ such costs are expected to be recouped
through successful development and exploitation of the area of interest or
alternatively, by its sale; or
������������������������������� (ii)����� exploration and/or evaluation activities
in the area of interest have not yet reached a stage which permits a reasonable
assessment of the existence or otherwise of economically recoverable reserves,
and active and significant operations in, or in relation to, the areas are
continuing.
��������������������� Accumulated
expenditure on areas which have been abandoned, or are considered to be of no
value, are written off in the year in which such a decision is made.
����� 1.4�� Plant &
Equipment
���������������� Plant
and equipment are brought to account at cost or directors� valuation, less,
where applicable, any accumulated depreciation or amortisation. The carrying
amount of plant and equipment is reviewed by directors to ensure it is not in
excess of the recoverable amount from those assets. The recoverable amount is
assessed on the basis of the expected net cash flows, which will be received
from the asset�s employment and subsequent disposal. The expected net cash
flows have not been discounted to their present values in determining
recoverable amounts.
Plant and equipment are stated at cost less depreciation
and are depreciated at rates based upon their expected useful life using the
straight line method of depreciation.
The gain or loss on disposal of fixed assets, including
revalued assets, is determined as the difference between the carrying amount of
the asset at the time of disposal and the proceeds of disposal, and is included
in operating profit or loss before income tax of the economic entity in the
year of disposal.
����� 1.5�� Recoverable Amount
of Non Current Assets
Non current assets are written down to recoverable amount
where the carrying value of any non current asset exceeds recoverable
amount.� In determining the recoverable
amount of non current assets, the expected net cash flows have not been
discounted to their present value.
1.�� SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
����� 1.6�� Controlled Entities
��������������������� Investment in
the controlled entities is valued in the Company's accounts at cost.
��������� The carrying amount of
investments is reviewed annually by directors to ensure it is not in excess of
the recoverable amount of these investments. The recoverable amount is assessed
from the shares current market value or the underlying net assets in the
particular companies. The expected net cash flows from investments have not
been discounted to their present value in determining the recoverable amounts,
except where stated.
��������������������� Dividends are
brought to account in the profit and loss account when received except for
dividends from controlled entities which are brought to account when they are
proposed by the controlled entity.
����� 1.7�� Cash
��������������������� For the purpose
of the statement of cash flows cash includes cash on hand and in bank and money
market investments readily convertible to cash within two working days, net of
outstanding bank overdraft.
����� 1.8�� Earnings per Share
������������ Basic Earnings per Share
��������������������� Basic
earnings per share is determined by dividing the operating profit after income
tax and preference share dividends attributable to members by the weighted
average number of ordinary shares outstanding during the financial year,
adjusted for bonus elements in ordinary shares issued during the year.
������������ Diluted Earnings per Share
��������������������� Diluted
earnings per share adjust the figures used in the determination of basic
earnings per share by taking into account amounts unpaid on ordinary shares and
any reduction in earnings per share that will probably arise from the exercise
of options outstanding during the financial year.
����� 1.9�� Joint Ventures
��������������������� Interests in
joint ventures have been reported in the accounts by including the economic
entity�s share of assets employed in the joint ventures the share of
liabilities incurred in relation to joint ventures and the share of expenses
incurred in relation to joint ventures in their respective classification
categories.
|
|
|
Consolidated |
Company |
|
|||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
||
|
2.������ OPERATING REVENUE Sales Disposal of assets Interest revenue from other persons Other |
|
121,199 5,000 137,409 243 |
- - 30,648 - |
121,199 5,000 136,752 - |
- - 30,648 - |
||
|
TOTAL OPERATING REVENUES |
|
263,851 |
30,648 |
262,951 |
30,648 |
||
|
|
|
|
|
|
|
||
|
3.������ OPERATING LOSS The operating loss has been determined after: Charging
as expenses: Depreciation of plant and equipment Amortisation of research and development Amortisation of finance leases Auditors� remuneration for �� auditing and reviewing the
accounts Loss on disposal of assets Interest and finance charges Exchange gain |
|
50,458 3,714 8,005 14,563 1,418 4,679 (242) |
8,253 - - 9,248 - - - |
26,120 3,714 - 14,563 1,418 395 - |
8,253 - - 9,248 - - - |
||
|
Abnormal items: (no
income tax applicable unless otherwise stated) Profit on sale of investments (tax effect 1998 :
$23,908) Exploration
expenditure written off Write down investment in controlled entity Capital
raising expenses Provision
for diminution in value of investment |
|
- 4,946,896 - 333,914 272,499 |
(66,411) 344,716 - 199,814 - |
- 2,811,571 50,000 333,914 272,499 |
(66,411) 144,716 200,000 199,814 - |
||
|
Net abnormal losses |
|
5,553,309 |
478,119 |
3,467,984 |
478,119 |
||
|
|
|
Consolidated |
Company |
||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|
4.������ INCOME TAX No income tax is payable by the company or economic entity as they
incurred losses for income purposes. The prima facie income tax expense
on pre-tax accounting loss reconciles to the income tax expense in the
accounts as follows: |
|
|
|
|
|
|
Operating
loss |
|
6,179,979 |
861,817 |
4,058,927 |
861,817 |
|
|
|
|
|
|
|
|
Income tax benefit calculated at 36% of loss Tax effect of permanent differences: Non-deductible expenditure Timing
differences and tax losses not brought to account as future income tax
benefits |
|
(2,224,792) 174,835 2,049,957 |
(310,254) 76,712 233,542 |
(1,461,214) 136,060 1,325,154 |
(310,254) 148,912 161,342 |
|
Income tax expense attributable to the operating loss |
|
- |
- |
- |
- |
|
Future income tax benefits Attributable to tax losses and undeducted exploration expenditure, the
benefits of which are not virtually certain of realisation at 36%: Tax losses Undeducted exploration expenditure |
|
393,619 2,964,281 |
155,465 1,134,938 |
358,126 1,227,328 |
155,465 1,134,938 |
|
The taxation benefits will only be obtained if: (i)����������� The
economic entity derives assessable income of a nature and of amount
sufficient to enable the benefit from the deductions to be realised; (ii)���������� The economic entity continues to comply with the
conditions for deductibility imposed by the law; and (iii)��������� There are no changes in tax legislation adversely
affecting the economic entity in realising the benefit from the deductions. |
|||||
|
|
|
Consolidated |
Company |
|
|||||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
||||
|
5.������ CASH Cash at bank Cash in hand |
|
1,034,570 - |
303,520 40 |
1,084,600 - |
303,520 40 |
||||
|
|
|
1,034,570 |
303,560 |
1,084,600 |
303,560 |
||||
|
6.������ CURRENT
RECEIVABLES Debtors Amount receivable from controlled Entities |
|
24,856 - |
1,855 - |
1,319 5,062,868 |
1,870 - |
||||
|
|
|
24,856 |
1,855 |
5,064,187 |
1,870 |
||||
|
7.������ CURRENT
INVESTMENTS Shares in listed entities |
|
448,825 |
98,825 |
448,825 |
98,825 |
||||
|
Less: Provision for diminution in value������������������������ of investment |
|
318,177 |
45,678 |
318,177 |
45,678 |
||||
|
���
Market value |
|
130,648 |
53,147 |
130,648 |
53,147 |
||||
|
8.������ OTHER
CURRENT ASSETS Interest Receivable Prepayments Security deposits |
|
987 - 250,953 |
458 9,628 - |
812 - 165,953 |
458 9,628 - |
||||
|
|
|
251,940 |
10,086 |
166,765 |
10,086 |
||||
|
9.�������� PLANT AND EQUIPMENT At cost net of amounts written off Less: accumulated depreciation |
|
810,943 (55,383) |
46,963 (16,218) |
110,284 (31,046) |
46,963 (16,218) |
||||
|
|
|
755,560 |
30,745 |
79,238 |
30,745 |
||||
|
Plant and motor
vehicles under lease: At capitalised cost Less: amortisation |
|
107,193 (8,005) |
- - |
- - |
- - |
||||
|
|
|
99,188 |
- |
- |
- |
||||
|
|
|
854,748 |
30,745 |
79,238 |
30,745 |
||||
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
|
|
|
Consolidated |
Company |
||||||
|
|
|
1999 |
1998 |
1999 |
1998 |
||||
|
|
|
$ |
$ |
$ |
$ |
||||
|
10.���� NON
CURRENT INVESTMENTS Shares in controlled entities At cost Less: provision for diminution in value |
|
- - |
- - |
250,004 (250,000) |
250,000 (200,000) |
||||
|
|
|
- |
- |
4 |
50,000 |
||||
|
11.���� EXPLORATION AND EVALUATION EXPENDITURE Balance at beginning of year Add: Expenditure during the year |
|
3,308,611 3,299,749 |
2,602,752 1,050,575 |
3,258,611 248,454 |
2,352,752 1,050,575 |
|
Total exploration expenditure Less:Transfer to controlled entity Less: Amount written off during year |
|
6,608,360 - (4,946,896) |
3,653,327 (344,716) |
3,507,065 (695,494) (2,811,571) |
3,403,327 (144,716) |
|
|
|
1,661,464 |
3,308,611 |
- |
3,258,611 |
|
The value of the mineral and gas exploration and
evaluation expenditure is dependent upon the successful exploitation and/or
sale of interests in mineral or gas exploration tenements. |
|
|
|
|
|
|
12.� ��
OTHER NON-CURRENT ASSETS Research
and development expenditure at cost |
|
- |
6,593 |
- |
6,593 |
|
13.���� CURRENT ACCOUNTS PAYABLE Creditors and accruals Amount owing to joint venture party |
|
751,887 50,000 |
676,822 50,000 |
106,829 50,000 |
676,822 50,000 |
|
|
|
801,887 |
726,822 |
156,829 |
726,822 |
|
14.���� CURRENT BORROWINGS Secured finance leases |
|
26,374 |
- |
- |
- |
|
|
|
26,374 |
- |
- |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
Company |
||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|
15.���� NON-CURRENT
BORROWINGS Secured finance leases |
|
70,106 |
- |
- |
- |
|
|
|
70,106 |
- |
- |
- |
16.������ ISSUED CAPITAL |
|
|
|
|
|
|
(a)���� Issued capital Balance at beginning of year: 38,871,548 fully paid shares (1998 � 38,202,666) Less: Discount on shares issued Shares issued during year: 30,000,000 shares at 20 cents each
on a rights issue � July 1998 1,000,000 shares at 30 cents each
on exercise of options �April 1999 400,000 shares at 35 cents each on
exercise of options �April 1999 2,275,000 shares at 45 cents each
by placement � April 1999 668,882 shares at 20 cents
each������������������� in 1998 Less : Transaction costs
arising ��������� on shares issues |
|
4,875,459 - 6,000,000 300,000 140,000 1,023,750 - (24,000) |
7,630,034 (2,888,351) - - - - 133,776 - |
4,875,459 - 6,000,000 300,000 140,000 1,023,750 - (24,000) |
7,630,034 (2,888,351) - - - - 133,776 - |
|
Balance at end of year: 72,546,548 fully paid
shares (1998 � 38,871,548) |
|
12,315,209 |
4,875,459 |
12,315,209 |
4,875,459 |
(b) The
Company had the following options over unissued shares at the end of the
financial year:-
|
Number |
Exercise Price |
Exercise on or before |
Quoted |
|
|
|
15,000,000 |
$0.20 |
30 June 2001 |
Unquoted Restricted |
|
|
|
1,000,000 |
$0.30 |
31 December 1999 |
|
4,200,000 |
$0.20 |
21 August 2003 |
|
8,400,000 |
$0.25 |
21 August 2003 |
|
12,600,000 |
�$0.275 |
21 August 2003 |
|
16,800,000 |
�$0.305 |
21 August 2003 |
|
17.� CONTROLLED
ENTITIES |
Percentage owned |
Book Value |
Contribution to Consolidated
Loss |
||||
|
|
1999 % |
1998 % |
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|
|
Parent Entity: Sydney Gas Company NL |
|
|
|
|
4,058,927 |
861,817 |
|
|
Controlled entities : Desertstone NL (formerly Candiru NL) Sydney Gas Operations Pty Ltd (formerly CBM Australia Pty Ltd) |
100 100 |
100 - |
- 4 |
50,000 - |
- 2,121,052 |
- - |
|
|
|
|
|
4 |
50,000 |
6,179,979 |
861,817 |
|
|
The parent and controlled entities are
incorporated in Australia.The shares held in the controlled entities are
ordinary shares. CBM Australia Pty Ltd was acquired on 21 August
1998 and its name was changed to Sydney Gas Operations Pty Ltd in May 1999. |
|
||||||
18.������ EXPENDITURE COMMITMENTS
|
|
|
Consolidated |
Company |
|||||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|||
|
Finance leases |
|
|
|
|||||
|
Commitments in relation to finance leases are payable as follows:- |
|
|
|
|
|
|||
|
- not later than 1 year |
|
33,928 |
- |
- |
- |
|||
|
- later than1 year but
before 2 years |
|
33,928 |
- |
- |
- |
|||
|
- later than 2
years but before 5 years |
|
42,822 |
- |
- |
- |
|||
|
Minimum lease
payments |
|
110,678 |
- |
- |
- |
|||
|
Less: Future
finance charges |
|
14,198 |
|
|
|
|||
|
Recognised as a
liability |
|
96,480 |
- |
- |
- |
|||
|
Representing
lease liabilities Current ( note
14) |
|
26,374 |
- |
- |
- |
|||
|
Non-current
(note 15) |
|
70,106 |
- |
- |
- |
|||
|
|
|
96,480 |
- |
- |
- |
|||
|
The weighted
average interest rate implicit in the leases is 8.85% |
|
|
|
|
|
|||
|
|
|
|
|
|
|
|||
|
|
Consolidated |
Company |
|||||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
||
|
18.������
EXPENDITURE COMMITMENTS (continued) ����� Exploration expenditure |
|||||||
|
The Company and
economic entity are required to outlay lease rentals and to meet minimum
expenditure requirements to maintain current rights of tenure to exploration
and mining tenements and of joint ventures. These obligations may be subject
to renegotiation, may be farmed out or may be relinquished and have not been
provided for in the financial statements and are due: |
|
|
|
|
|
||
|
Not later than
one year |
|
870,000 |
11,833 |
370,000 |
11,833 |
||
|
Later than 1
year but before 2 years |
|
- |
597,700 |
- |
597,700 |
||
|
Later than 2
years but before 5 years |
|
- |
- |
- |
- |
||
|
|
|
870,000 |
609,533 |
370,000 |
609,533 |
||
|
|
|
|
|
|
|
||
The work commitment of drilling one well
estimated at $500,000 was farmed out in August 1999 (note 28(b))
19.���� CONTINGENT LIABILITY
The Company�s bankers have given guarantees to the New South Wales Minister for Mines for restoration work and performance guarantees totalling $250,000 (1998 - $81,000). These guarantees are secured by a charge over term deposits lodged with the bankers.
20.���� SEGMENT INFORMATION
The economic entity operates predominantly in Australia
and in the mining industry.
|
21. �� INTERESTS IN JOINT VENTURES The economic entity has interest in unincorporated joint ventures as follows. All joint ventures have principal activities of mineral exploration: ������������������������������������������������������������������������������������������������������������� Percentage Interest 1999�������� 1998 Sapphire Mines NL Joint Venture����������������������������������������������������� 60%���������������� 60% Mt Phillip Joint Venture����������������������������������������������������������������������� 40%���������������� 40% Keygo Bore Joint Venture�������������������������������������������������������������������� 5%������������������ 5% The economic entity�s share of assets employed in joint ventures is exploration expenditure of $Nil (1998 - $1,317,591 ) and cash of $115,698 (1998 � $128,947 ). |
|
|
Consolidated |
Company |
|
|||||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|
||
|
22.��� REMUNERATION OF DIRECTORS (a)��������� The aggregate of income paid or
payable or otherwise made available, in respect of the financial year, to all
directors of the Company by the Company or by any related party |
|
59,485 |
19,168 |
59,485 |
19,168 |
|
||
|
|
|
|
|
|
|
|||
|
(b)���������� Number of directors (including executive directors) of the company whose income from the Company or any related party falls within the following bands: $ 0 - $��
9,999 $10,000
- $ 19,999 $20,000
- $ 29,999 $30,000
- $ 39,999 |
|
Number 5 - 1 1 |
Number 1 3 - - |
Number 5 - 1 1 |
Number 1 3 - - |
|||
|
23.� RELATED PARTY DISCLOSURES Controlled Entities Information relating to controlled entities is set out in Note 17. Directors The names of each person holding the position of Director of the Company during the financial year are Messrs D V Martino, J E T Towner (appointed on 3 May 1999), A Birkner, J P Castleman (appointed on 21 August 1998), S M Doherty (appointed on 5 August 1998), G Johnson (resigned on 26 April 1999) and S J Vining (resigned on 30 April 1999). ����������
Interests in the securities of the Company held directly and
indirectly by the Directors at balance��������������� date are as follows:
|
||||||||
|
Name of Director��� Ordinary������ Options Expiring���������������� Options Expiring 21 August
2003���� ����������������� ����Shares������� 30 June 2001�������������� A Class����
B Class��� C Class����� D Class������������������������������������� Exercisable at ���������������������������������
20 cents per share����������������������������� D V Martino�������� 500,000������������������� -����������� ���������������-������� -����������� -��������� - J E T Towner���������� -���������������������� -������������������ 1,197,000� 2,394,000�� 3,591,000� 4,788,000 A Birkner����������� 583,334������������������� -�������������������������� -�������� -������� ���-��������� - S
M Doherty����� 499,500��������� 228,750������������ 1,197,000�
2,394,000� 3,591,000
4,788,000��������� J P Castleman������ 10,000��������������� 5,000������������������� 903,000�
1,806,000� 2,709,000
3,612,000�� |
||||||||
|
23.����� RELATED PARTY DISCLOSURES (continued) Directors and their related entities
acquired 10,000 (1998 �105,683) ordinary shares with attaching 5,000 options
exercisable at 20 cents on or before 30 June 2001 and disposed of nil (1998 �
83,333) ordinary shares in the Company on the same terms and conditions
available to other shareholders. |
||||||||
|
�������������������������������������������������������������������������������� Related Party
Transactions a) During the financial year $231,347 (1998 - $105,350) was paid to Geological Consultants International Pty Ltd, Geological & Corporate Management Pty Ltd and Gerald Johnson & Co Pty Ltd, companies associated with Mr G Johnson for the provision of geological and consulting services in the normal course of business. b) During the previous financial year Mr G Johnson was granted 1,000,000 options over unissued shares each exercisable at 30 cents on or before 31 December 1999, pursuant to the employee share option scheme, in consideration for services to the Company. The options were exercised in April 1999. c) Mr D V Martino is a partner in the firm of Chartered Accountants, Deloitte Touche Tohmatsu, from which the economic entity has obtained financial, taxation and corporate services in the normal course of business.� Mr Martino does not exert significant influence over Deloitte Touche Tohmatsu. d) During the financial year $540,625 was paid to CBM Management Pty Ltd, a company associated with Mr J P Castleman and Mr J E T Towner, for the provision of project management services under a contract approved by shareholders at the general meeting held on 9 June 1998. e) In August 1998 the Company acquired CBM Australia Pty Ltd following approval by shareholders at an extraordinary general meeting of members held on 9 June 1998. Mr J P Castleman, Mr J E T Towner and Mr S J Doherty held interests in CBM Australia Pty Ltd prior to its sale to the Company. Restricted options expiring on 21 August 2003 were issued in accordance with the purchase agreement as follows:- ���������������������������� A Class������������ B Class�������� C Class������� D Class ���������������������������� J E T Towner������������� 1,197,000�������� 2,394,000����� 3,591,000���� 4,788,000 S M Doherty�������������� 1,197,000�������� 2,394,000����� 3,591,000���� 4,788,000 J P Castleman�������������� 903,000������� 1,806,000������ 2,709,000���� 3,612,000 The A class options are exercisable at 20
cents per share on or before the expiry date. The B class options are
exercisable at 25 cents on or before the expiry date at any time after the
first coal bed methane well is established provided that total methane production
averages 200 gigajoules per day per well. The C class options are exercisable
at 27.5 cents on or before the expiry date at any time after the completion
of not less than 20 coal bed methane wells provided that total methane
production averages 200 gigajoules per day per well. The D class options are
exercisable at 30.5 cents on or before the expiry date at any time after the
completion of not less than 50 coal bed methane wells provided that it is
demonstrated that total methane production will average 200 gigajoules per
day per well. |
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|
|
||||||||
24.��� EARNINGS PER SHARE
|
|
|
1999 cents |
1998 cents |
|
Basic earnings (loss) per share |
|
(9.2) |
(2.27) |
|
Diluted earnings (loss) per share |
|
(7.4) |
- |
|
Weighted average number of ordinary shares outstanding
during the year used in the calculation of basic earnings per share |
|
67,158,466 |
38,205,906 |
|
|
Consolidated |
Company |
|
|||||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|||
|
25.� NOTES TO THE STATEMENTS OF ����� CASH FLOWS (a)����������� Reconciliation of cash Cash at bank Cash in hand |
|
1,034,570 - |
303,520 40 |
1,084,600 - |
303,520 40 |
|||
|
|
|
1,034,570 |
303,560 |
1,084,600 |
303,560 |
|||
|
(b)���������� Reconciliation of operating loss
after income tax to net cash used in operating activities Operating loss after income tax Add items classified as financing or investing
activities: Capital raising costs Profit on sale of investment Profit from Joint Venture Exchange gain Add/(less) non cash items in operating costs: Depreciation and amortisation Exploration expenditure written off Provision for diminution in value of investment in
controlled entity |
|
(6,179,979) 333,914 - - (242) 62,177 4,946,895 - |
(861,817) 199,814 (66,411) (2,252) - 8,253 344,716 - |
(4,058,927) 333,914 - - - 29,834 2,811,571 50,000 |
(861,817) 199,814 (66,411) (2,252) - 8,253 144,716 200,000 |
|||
|
|
|
Consolidated |
Company |
|||||
|
|
|
1999 $ |
1998 $ |
1999 $ |
1998 $ |
|||
|
25.� NOTES TO THE STATEMENTS OF ����� CASH FLOWS (continued) Write down of carrying value of investment Loss on sale of fixed assets Change in assets and liabilities: Increase/(decrease) in creditors and accruals Decrease in prepayments Increase in receivables (Increase)/Decrease in interest receivable |
|
272,499 1,418 (347,666) 9,628 (1,319) (529) |
53,456 - 156,419 5,101 - 13,069 |
272,499 1,418 (347,666) 9,628 (1,319) (354) |
53,456 - 156,419 5,101 - 13,069 |
|||
|
Net Cash used in Operating Activities |
|
(903,204) |
(149,652) |
(899,402) |
(149,652) |
|||
�������� Non Cash Financing and Investing Activities
�����
During the year the economic entity acquired plant and motor vehicles to
the amount of $107,193���������������
using finance leases.
26.���� FINANCIAL INSTRUMENTS
(a)��������� Interest Rate Risk
The
economic entity�s exposure to interest rate risk, which is the risk that a
financial instrument�s value will fluctuate as a result of changes in market,
interest rates and the effective weighted average interest rates on those
financial assets, is set out below:
|
|
|
|
Fixed Interest Rate Maturity
|
|
|
||
|
|
Average Interest Rate |
Variable Interest Rate |
Less than 1 Year |
1 to 5 Years |
More Than 5 Years |
Non-Interest Bearing |
Total |
|
1999 |
|
|
|
|
|
|
|
|
|
% |
$�000 |
$�000 |
$�000 |
$�000 |
$�000 |
$�000 |
Financial Assets
|
|
|
|
|
|
|
|
|
Cash |
4.5 |
24 |
945 |
- |
- |
66 |
1,035 |
|
Trade receivables |
- |
- |
- |
- |
- |
25 |
25 |
|
Shares |
- |
- |
- |
- |
- |
131 |
131 |
|
Security deposits |
3.9 |
- |
251 |
- |
- |
- |
251 |
|
|
|
24 |
1,196 |
- |
- |
222 |
1,442 |
Financial Liabilities
|
|
|
|
|
|
|
|
|
Creditors |
|
- |
- |
|
- |
802 |
802 |
|
Secured leases |
8.9 |
- |
26 |
70 |
- |
- |
96 |
|
|
|
- |
26 |
70 |
- |
802 |
898 |
26.���� FINANCIAL INSTRUMENTS (continued)��������������������������������������������������������������������������
|
|
|
|
Fixed Interest Rate Maturity |
|
|
||
|
|
Average Interest Rate |
Variable Interest Rate |
Less than 1 Year |
1 to 5 Years |
More Than 5 Years |
Non-Interest Bearing |
Total |
|
1998 |
|
|
|
|
|
|
|
|
|
% |
$�000 |
$�000 |
$�000 |
$�000 |
$�000 |
$�000 |
Financial Assets
|
|
|
|
|
|
|
|
|
Cash |
4.0 |
154 |
149 |
- |
- |
- |
303 |
|
Trade receivables |
- |
- |
- |
- |
- |
2 |
2 |
|
Shares |
- |
- |
- |
- |
- |
53 |
53 |
|
|
|
|
|
|
|
|
|
|
|
|
154 |
149 |
- |
- |
55 |
358 |
Financial Liabilities
|
|
|
|
|
|
|
|
|
Creditors |
- |
- |
- |
- |
- |
727 |
727 |
|
|
|
|
|
|
|
|
|
|
|
- |
- |
- |
- |
- |
727 |
727 |
(b)�������� Credit Risk
The maximum
exposure to credit risk, excluding the value of any collateral or other
security, at balance date, to recognised financial assets is the carrying
amount, net of any provisions for doubtful debts, as disclosed in the balance
sheet and notes to the financial statements.
The economic
entity does not have any material credit risk exposure to any single debtor or
group debtors, under financial instruments entered into by it.
(c)��������� Net fair Values
Methods and assumptions used
in determining net fair value.
For assets and other liabilities, the net fair value approximates their carrying values.� No financial assets and financial liabilities are readily traded on organised markets in standardised form, other than listed investments.� The economic entity has no financial assets where the carrying amount exceeds net fair values at balance date.
The aggregate net
fair values and carrying amounts of financial assets and financial liabilities
are disclosed in the balance sheet and in the notes to and forming part of the
financial statements.
27.� SUPERANNUATION
The economic entity makes
contributions, based on each employee�s salary, to a superannuation plan that
provides employees with benefits on retirement in accordance the superannuation
guarantee legislation.
28.� ��� SUBSEQUENT EVENTS
Following the end of the financial year the following events occurred which have not been brought to account.
(a) On 12 August 1999 the controlled entity Sydney Gas Operations Pty Ltd signed a gas supply agreement with AGL Wholesale Gas Limited, an entity owned by The Australian Gas Light Company for the potential gas production from the initial 25 wells in the Johndilo coal bed methane pilot project.
(b) On 27 August 1999 the controlled entity Sydney Gas Operations Pty Ltd entered into a Farmout Agreement under which Amadeus Petroleum N L is to drill a total of five wells in PEL2, PEL4 and PEL 267 including one at least in each PEL to earn 50 per cent of the crude oil rights only in� a specific area surrounding each well. The economic entity shall retain all gas rights in the PELs.
(c) In August 1999 the controlled entity Sydney Gas Operations Pty Ltd started the drilling of a set of 6 wells in the coal bed methane pilot project in PEL 2.
(d) In September 1999 the Company raised $3,009,000 cash by placement of 3,009,000 fully paid shares at an issue price of $1.00 each. Each share issued under the placement has an attaching option over one unissued share of the Company exercisable at $1.00 on or before 30 September 2002. The funds raised are to be applied to expenditure related to the coal bed methane project in PEL2.
(e) In September 1999 the Company disposed of its interests in the New England Sapphire Joint Venture with the dissolution of the joint venture.
PROJECT������������������������ TENEMENT NUMBER������������������� INTEREST OWNED/
����������������������������������������������������������������������������������������������� BEING
EARNED
Mt Phillip������������������������������������������ M9/28��������������������������������������������������������������������������������������������� 40%/75%
������������������������������������������������������������������
Dalgaranga�������������������������������������� M59/265���������������������������������������������������
5%
������������������������������������������������������������������
Kings Plains Creek
(Vivers) Project�������������������������� EL5223���������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ EL4942���������������������������������������������������������������������������������������������� 100%
Gawler Craton
(Lake Torrens)���������������������������� EL1956������������������������������������������������������������������� 100%
(less 6% free carried)
Gibb Rock���������������������������������������� EL70/1792����������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ ELA77/795���������������������������������������������������������������������������������������� 100%
Camperdown����������������������������������� PLA24/3645���������������������������������������������������������������������������������� 90%/30%
North���������������������������������������������������� PLA24/3646���������������������������������������������������������������������������������� 90%/30%
������������������������������������������������������������������ PLA24/3647���������������������������������������������������������������������������������� 90%/30%
Gemville ������������������������������������������� MC2286��������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ MC2287��������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ MC2288��������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ MC2296��������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ MC2011��������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ MC2015��������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ MC2018��������������������������������������������������������������������������������������������� 100%
������������������������������������������������������������������ MC2019��������������������������������������������������������������������������������������������� 100%
������������������������������������������������� MC2030��������������������������������������������������������������������������������������������� 100%
ADDITIONAL INFORMATION
Additional information included in
accordance with Listing Rules of the Australian Stock Exchange Limited.
1.������ SHAREHOLDING
(a)���� Distribution of Shareholders as at 29
September 1999
|
Size of Holding |
|
Number of Holders |
|
Shares Held |
|
% |
|
|
|
|
|
|
|
|
|
������������ 1���� -����������� 1,000 |
|
541 |
|
442,792 |
|
0.59 |
|
������ 1,001���� -����������� 5,000 |
|
2,122 |
|
6,847,493 |
|
9.08 |
|
������ 5,001���� -���������� 10,000 |
|
1,024 |
|
8,803,516 |
|
11.68 |
|
���� 10,001���� -�������
100,000 |
|
1,155 |
|
33,845,054 |
|
44.88 |
|
�� 100,001���� -������������
over |
|
94 |
|
25,465,193 |
|
33.77 |
|
|
|
4,936 |
|
75,404,048 |
|
100.00 |
������� �42 shareholders held less than a marketable
parcel.
`
(b)���� Top
Twenty Share Holders
|
��������� Share
Holder |
Number of Ordinary Shares |
% Held of Issued
Ordinary Capital |
|
|
|
|
|
Silver
Grove Nominees Pty Ltd |
2,281,475 |
3.03 |
|
DHOS
(P) Pty Ltd |
1,300,000 |
1.72 |
|
Westpac
Custodian Nominees |
1,000,000 |
1.33 |
|
Smart
Style Pty Ltd |
736,847 |
0.98 |
|
MSJ
Capital Pty Ltd |
585,800 |
0.78 |
|
Mara
Pty Ltd |
583,334 |
0.77 |
|
Kevin
John Horne |
550,000 |
0.73 |
|
Merrill
Lynch (Australia) Nominees Pty Ltd |
497,010 |
0.66 |
|
Klondu
Property Developers Pty Ltd |
477,812 |
0.63 |
|
Wolin
Investments Pty Ltd |
475,000 |
0.63 |
|
Orchard
Management Limited |
455,000 |
0.60 |
|
Domenal
Enterprises Pty Ltd |
450,000 |
0.60 |
|
Citicorp
Nominees Pty Limited |
434,900 |
0.58 |
|
Tower
Trust Limited |
416,200 |
0.55 |
|
Invesco
Nominees Pty Ltd |
379,870 |
0.50 |
|
Dermer
Evan Smith |
365,680 |
0.48 |
|
BDU
Pty Ltd |
364,430 |
0.48 |
|
Sam
Iyer |
350,000 |
0.46 |
|
Marcia
Lenore Resch |
334,000 |
0.44 |
|
Michael
Kollaras |
332,000 |
0.44 |
|
|
12,369,358 |
�16.39 |
2.������ OPTIONHOLDING
(a)���� Distribution of Option holders as at 29 September
1999
|
Size of Holding |
|
Number of Holders |
|
Options Held |
|
% |
|
|
|
|
|
|
|
|
|
������������ 1���� -����������� 1,000 |
|
36 |
|
28,822 |
|
0.19 |
|
������ 1,001���� -����������� 5,000 |
|
226 |
|
859,417 |
|
5.75 |
|
������ 5,001���� -���������� 10,000 |
|
153 |
|
1,306,676 |
|
8.74 |
|
���� 10,001���� -�������
100,000 |
|
248 |
|
7,497,825 |
|
50.15 |
|
�� 100,001���� -������������
over |
|
25 |
|
5,258,760 |
|
35.17 |
|
|
|
688 |
|
14,951,500 |
|
100.00 |
������� 8
optionholders held less than a marketable parcel.
(b)���� Top
Twenty Optionholders
|
��������� Optionholder |
Number of Options |
% Held of Issued
Options |
|
DHOS
(P) Pty Ltd |
875,000 |
5.85 |
|
Westpac
Custodian Nominees |
500,000 |
3.34 |
|
Silver
Grove Nominees Pty Ltd |
406,250 |
2.72 |
|
Reynolds
(Nominees) Pty Ltd |
389,400 |
2.60 |
|
Gerendasi
Holdings Pty Ltd |
300,000 |
2.01 |
|
Bourse
Securities Pty Ltd |
250,000 |
1.67 |
|
Hedges,
Gavin Edwards |
206,500 |
1.38 |
|
G
H Corporation Pty Ltd |
200,000 |
1.34 |
|
Hamergin
Pty Ltd |
180,000 |
1.20 |
|
Deemreach
Pty Limited |
170,000 |
1.14 |
|
Garnett
Investments Pty Limited |
150,000 |
1.00 |
|
Cordoba
Cars Pty Ltd |
142,500 |
0.95 |
|
Tabak
Cement Rendering Pty Ltd |
142,250 |
0.95 |
|
Everett
Smith & Company Pty Ltd |
142,000 |
0.95 |
|
Emery
& Judy Feyzeny |
139,400 |
0.93 |
|
Invesco
Nominees Pty Ltd |
132,000 |
0.88 |
|
Joseph
Frank & Frances Cachia |
125,000 |
0.84 |
|
Graceview
Pty Ltd |
125,000 |
0.84 |
|
West
Coolgardie Holdings Pty Ltd |
125,000 |
0.84 |
|
Stone
Hausen Pty Ltd |
120,000 |
0.80 |
|
|
4,820,300 |
���������� 32.23 |
3.���� VOTING RIGHTS
(a)�� at meetings
of members each member entitled to vote may vote in person or by proxy or
attorney or, in the case of a member which is a body corporate, by
representative duly authorised;
(b)�� on a
show of hands every member entitled to vote and be present in person or by
proxy or attorney or representative duly authorised shall have one (1) vote;
and
(c)�� on a
poll every member entitled to vote and be present in person or by proxy or
attorney or representative duly authorised shall have one (1) vote for each
fully paid share of which he is a holder.
4.���� AUDIT COMMITTEE
������� As at
the date of this report the Company did not have an audit committee of the
Board of Directors. There being only five Directors, all matters to be dealt
with by an audit committee are dealt with by the Board of Directors.
5.���� RESTRICTED SECURITIES
������� There
are 43,000,000 options over unissued ordinary shares classified as restricted
securities. The options will cease to be restricted securities on 25th
September 2000.