APPENDIX 4D – HALF YEAR REPORT For personal use only 11 ... · Interim dividend (fully entitled...

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APPENDIX 4D – HALF YEAR REPORT Name of Entity: WHK Group Limited ABN: 93 006 650 693 Period: Half Year Ended 31 December 2008 The following documents comprise the information required to be given to the ASX in accordance with Listing Rule 4.2A. 11 February 2009 For personal use only

Transcript of APPENDIX 4D – HALF YEAR REPORT For personal use only 11 ... · Interim dividend (fully entitled...

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APPENDIX 4D – HALF YEAR REPORT Name of Entity: WHK Group Limited ABN: 93 006 650 693 Period: Half Year Ended 31 December 2008 The following documents comprise the information required to be given to the ASX in accordance with Listing Rule 4.2A. 11 February 2009

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Appendix 4D Half Year Report

Name of entity

WHK GROUP LIMITED and its Controlled Entities

. Reporting Period (half year ended) Previous Corresponding Period (half year ended)

31 DECEMBER 2008 31 DECEMBER 2007

Results for announcement to the market

$A'000 $A'000 Revenue from ordinary activities

224,569

up 15% from

194,634

(Loss) / profit from ordinary activities after tax attributable to members

(2,673)

down 117% from

15,821

Net (loss)/ profit for the period attributable to members

(2,673)

down 117% from

15,821

Dividends Amount per share

Franked amount per

share at 30% Australian tax

rate

New Zealand dollar

imputation credits per

share

Interim dividend (fully entitled shares) 1.5 cents 1.5 cents -

Previous corresponding period 3.0 cents 3.0 cents -

The Company has from time to time various classes of shares quoted on the ASX. The Interim dividend entitlement of each class of share is shown in the Interim Dividend Details section of this Report. Record date for determining entitlements to the 2009 Interim dividend 2 April 2009 Payment date for the 2009 Interim dividend 5 May 2009 The Company operates a dividend reinvestment plan (“DRP”). Further details are disclosed in the Interim Dividend Details section of this Report. DRP Discount Rate 2.5% Last date for receipt of DRP election notices for the 2009 Interim dividend 2 April 2009 Explanation Following is a brief explanation of directional and percentage changes to revenue, profit and dividends: Operating revenue from Business Services increased by 21%, with operating revenue from financial services increasing by 1%. Net contribution from Business Services increased by 23%, whilst net contribution from Financial Services decreased by 40% and was impacted by severe market conditions for financial planning operations generally. Net profit after tax was impacted by an impairment loss of $16.4 million relating to the write down of the Group’s investment in Next Financial Limited (“NEXT”). The value of NEXT has been impacted by the difficult market conditions experienced generally by financial services companies. Commentary on the results for the reporting period is contained in the ASX release dated 11 February 2009 accompanying this Report.

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WHK GROUP LIMITED (ABN93 006 650 693)

AND ITS CONTROLLED ENTITIES

FINANCIAL REPORT

HALF YEAR ENDED 31 DECEMBER 2008

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DIRECTORS’ REPORT

The Directors of WHK Group Limited (“the Company”) present their report together with the consolidated financial report of the Company and its controlled entities (“the Group”), for the half year ended 31 December 2008 and the independent auditor’s review report thereon.

Directors The directors in office during or since the end of the half year are: Terrence Robb Power - Director since January 2000 Gerard John Sullivan - Director since October 1999 Kevin William White - Director since April 1996 Melanie Victoria Rose Willis - Director since February 2006 Peter Hastings Warne - Director since May 2007 Geoffrey Stuart Murdoch - Resigned as a Director on 17 September 2008 (appointed in June 2005). Review of Operations The Directors report that the Group has continued to grow strongly and perform satisfactorily in the 2008/09 first half. Revenue increased by 15% to $224.6 million (31 Dec 2007: $194.6 million) and profit from operations increased by 7% to a record $27.0 million (31 Dec 2007: $25.3 million). A net profit before impairment charge of $13.7 million was achieved, a decrease of 13% on the previous half-year result (31 Dec 2007: $15.8 million). This reduction was due in part to the lower profit contribution from NEXT Financial Limited (“NEXT”), in which the Group has a 30% interest, and a mark to market loss on an interest rate swap contract. An impairment charge of $16.4 million was provided for during the period, representing a write-down of approximately 60% of the book carrying value of the Group’s interest in NEXT. This charge was made having regard to the lower profitability of NEXT and the general fall in the market value of financial services and fund management companies over the last 12 months. A consolidated net loss after impairment charge of $2.7 million was recorded, a decrease of 117% on the previous half-year result (31 Dec 2007: net profit of $15.8 million). Underlying profitability represented by cash earnings from operations increased by 2% to $15.8 million (31 Dec 2007: $15.5 million). Business Services performed very strongly during the first half of 2008/09. Notable statistics include:

- operating revenue increased by 21% to $172.2 million (31 Dec 2007: $142.9 million) through a combination of new business acquisitions and organic revenue growth of 5%; and

- net contribution jumped sharply by 23% to $36.4 million (31 Dec 2007: $29.5

million), with divisional margin improvement up from 20.7% to 21.1%. Page 1

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DIRECTORS’ REPORT (continued) Financial Services was adversely impacted by severe market conditions for Financial Planning operations. Notable first half statistics include:

- operating revenue increased by 1% to $52.1 million (31 Dec 2007: $51.5 million); - net contribution fell 40% to $7.7 million (31 Dec 2007: $12.8 million) on the back of a

significant decline in the divisional operating margin to 14.7% (31 Dec 2007: 24.9%); - funds under advice (“FUA”) declined to $7.7 billion at 31 December 2008 (30 June

2008: $8.7 billion) on the back of a market related fall in FUA as a consequence of a sharp drop in investment markets.

- new business inflows decreased by 32% to $323 million (31 Dec 2007: $472 million)

and as a consequence, up-front revenue from financial planning fell by 41% to $4.3 million (31 Dec 2007: $7.3 million);

- decreased FUA lead to a 5% fall in on-going (recurring) revenue from financial

planning to $28.2 million (31 Dec 2007: $29.8 million);

- administration revenue from self managed super funds grew strongly to $10.2 million (31 Dec 2007: $7.2 million), a rise of 42%, with the number of self managed funds under administration increasing by 19% to 10,965 at 31 December 2008; and

- other financial services revenues (which includes risk insurance, finance broking and

general insurance) were collectively up 31% to $9.4 million (31 Dec 2007: $7.2 million).

Rounding Off The Company is of a kind referred to in ASIC Class Order 98/0100 and in accordance with that Class Order, amounts in the consolidated financial report and this directors’ report have been rounded off to the nearest thousand dollars, unless otherwise stated.

Auditor’s Independence Declaration In accordance with the provisions of section 307C of the Corporations Act 2001, the Directors of the Company have obtained an independence declaration by the Group’s auditor. A copy of the declaration is set out on page 19 and forms part of this report. Signed in accordance with a resolution of the Board of Directors.

K W White Director Dated at Melbourne on 11 February 2009

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WHK Group Limited Appendix 4D

Half Year Report

Page 3

Consolidated Income Statement For the half year ended:

Note 31 Dec 2008

$A'000 31 Dec 2007

$A'000 Revenue

224,569

194,634

Expenses Employee benefits Depreciation and amortisation Finance costs Marketing and practice development Training and staff development Occupancy Information technology and communications Other Impairment of associated entity Share in net profit of associated entity

3

(152,887) (4,885) (6,069) (6,235) (4,830)

(12,277) (10,612) (6,858)

(16,359) 204

(133,147) (4,279) (2,280) (4,627) (3,872) (9,904) (8,493) (5,790)

- 1,060

Profit before income tax

3,761

23,302

Income tax expense

(6,434)

(7,481)

(Loss)/ profit after tax attributable to members of the parent entity

(2,673)

15,821

Earnings per share Basic (loss)/earnings per share

(1.03) cents

6.24 cents

Diluted (loss)/earnings per share

(1.01) cents

6.17 cents

Cash earnings per share

6.06 cents

6.12 cents

This statement should be read in conjunction with the notes.

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WHK Group Limited Appendix 4D

Half Year Report

Page 4

Consolidated Balance Sheet As at:

Note 31 Dec 2008

$A'000 30 Jun 2008

$A'000 Current Assets Cash and cash equivalents 17,436 20,771 Trade and other receivables 78,889 83,053

Work in progress 31,834 20,054

Other 6,541 6,214

Current tax assets 5,066 -

Total Current Assets 139,766 130,092

Non-Current Assets Receivables 3,689 3,701

Other financial assets - 112

Investments accounted for using the equity method 6 12,039 28,194

Plant and equipment 31,389 28,731

Intangible assets 247,648 237,509

Deferred tax assets 3,124 7,070

Total Non-Current Assets 297,889 305,317

Total Assets 437,655 435,409

Current Liabilities

Trade and other payables 31,919 37,897 Interest bearing liabilities 4,318 3,876 Current tax liabilities - 2,864 Provisions 21,847 22,777 Other 319 319

Total Current Liabilities 58,403 67,733

Non-Current Liabilities

Trade and other payables 1,078 942

Interest bearing liabilities 111,853 99,817 Other financial liabilities 3,167 - Provisions 4,117 3,554 Deferred tax liabilities 830 361

Total Non-Current Liabilities 121,045 104,674

Total Liabilities 179,448 172,407

Net Assets 258,207 263,002

Equity

Contributed equity 218,824 214,920

Reserves (1,932) (3,669) Retained profits 41,315 51,751

Total Equity 258,207 263,002 This statement should be read in conjunction with the notes.

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WHK Group Limited Appendix 4D

Half Year Report

Page 5

Consolidated Cash Flow Statement For the half year ended:

Note

31 Dec 2008

$A'000

31 Dec 2007

$A'000

Cash flows from operating activities

Cash receipts in the course of operations 236,904 196,809

Cash payments in the course of operations (218,521) (180,948)

Finance costs (3,950) (1,964)

Interest received 581 307

Income tax paid (9,839) (10,001)

Net cash provided by/(used in) operating activities

5,175

4,203

Cash flows from investing activities

Payments for controlled entities and business assets (7,497) (27,659)

Payment for property, plant and equipment (4,209) (4,730)

Proceeds from sale of property, plant and equipment 368 301

Proceeds from sale of business unit 101 -

Net cash used in investing activities

(11,237)

(32,088)

Cash flows from financing activities

Employee share loans repaid 15 14

Proceeds/(repayments) from borrowings 11,000 37,000

Lease and hire purchase payments (2,394) (2,376)

Dividends paid (6,329) (7,436)

Payments for Treasury Shares and share issue costs (446) -

Payments for re-financing costs (50) -

Other loan drawdowns/(repayments) 682 (87)

Net cash provided by financing activities

2,478

27,115

Net increase/(decrease) in cash and cash equivalents

(3,584)

(770)

Cash and cash equivalents at the beginning of the period 20,771 12,355

Net foreign exchange differences 249 (47)

Cash and cash equivalents at the end of the period 5

17,436

11,538 This statement should be read in conjunction with the notes.

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WHK Group Limited Appendix 4D

Half Year Report

Page 6

Statement of Changes in Equity For the half year ended 31 December 2008

Attributable to equity holders of the parent

Consolidated Issued Capital

Performance Rights

Reserve

Foreign Currency

Translation Reserve

Cash Flow

Hedge Reserve

Retained Earnings

Total Equity

$'000 $’000 $'000 $'000 $'000 $'000

As at 1 July 2007 205,341 331 895 - 37,613 244,180 Currency translation differences - recognised directly in equity (net of related income tax - - (871) - - (871)

Profit for the period - - - - 15,821 15,821

Dividends - - - - (7,496) (7,496)

Issue of share capital 6,268 - - - - 6,268 Performance rights issued during the period - 1,016 - - - 1,016

As at 31 December 2007 211,609 1,347 24 - 45,938 258,918

As at 1 July 2008 214,920 1,318 (4,987) - 51,751 263,002 Currency translation differences - recognised directly in equity (net of related income tax) - - 2,572 - - 2,572

Loss for the period - - - - (2,673) (2,673)

Dividends - - - - (7,763) (7,763)

Issue of share capital 3,904 - - - - 3,904 Performance rights issued during the period - 600 - - - 600 Gain/(loss) on cash flow hedges (net of related income tax) - - - (1,435) - (1,435)

As at 31 December 2008 218,824 1,918 (2,415) (1,435) 41,315 258,207

This statement should be read in conjunction with the notes. F

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WHK Group Limited Appendix 4D

Half Year Report

Page 7

Notes to the Half Year Financial Statements Note 1 – Basis of Preparation (a) Basis of preparation This half year financial report does not include all notes of the type normally included within the annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and financing and investing activities of the consolidated entity as the full financial report. This financial report should be read in conjunction with the annual financial report of WHK Group Limited and its controlled entities (“the Group”) for the year ended 30 June 2008. The annual financial report of the Group was prepared in accordance with Australian Accounting Standards, Australian Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001. It is also recommended that this half year financial report be considered together with any public announcements made by the Group during the half year ended 31 December 2008 and up to the date of this report in accordance with the continuous disclosure obligations of the ASX listing rules. (b) Statement of compliance This half year financial report has been prepared in accordance with AASB 134: Interim Financial Reporting and the Corporations Act 2001. This half year financial report has been prepared on an accruals basis and is based on historical costs modified by the revaluation of selected non-current assets, financial assets and financial liabilities for which the fair value basis of accounting has been applied. (c) Significant accounting policies Apart from the change noted below the accounting policies and methods of computation adopted by the Group are consistent with those in the annual financial report of the Group dated 30 June 2008. Change in accounting policies From 1 July 2008 the Group has designated derivative financial instruments that qualify for hedge accounting into cash flow hedge relationships. The Group’s amended accounting policy is as follows: Derivative financial instruments The Group uses derivative financial instruments (including foreign currency contracts and interest rate swaps) to hedge its risks associated with foreign currency and interest rate fluctuations. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured to fair value at each reporting date. Derivatives are carried as assets when their fair value is positive and as liabilities when their fair value is negative. Any gains or losses arising from changes in the fair value of derivatives, except those that qualify as cash flow hedges, are taken directly to profit or loss for the year. The fair value of forward currency contracts are calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The fair values of interest rate swap contracts are determined by reference to market values for similar instruments. For the purposes of hedge accounting, hedges are classified as cash flow hedges when they hedge the exposure to variability in cash flows that is attributable either to a particular risk associated with a recognised asset or liability or to a forecast transaction.

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WHK Group Limited Appendix 4D

Half Year Report

Page 8

Note 1 – Basis of Preparation (Continued) Hedges that meet the strict criteria for hedge accounting are accounted for as follows: Cash flow hedges Cash flow hedges are hedges of the Group’s exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability that is a firm commitment and that could affect profit or loss. The effective portion of the gain or loss on the hedging instrument is recognised directly in equity, while the ineffective portion is recognised in profit or loss. Amounts taken to equity are transferred out of equity and included in the measurement of the hedged transaction (finance costs) when the forecast transaction occurs. The Group tests each of the designated cash flow hedges for effectiveness half yearly both retrospectively and prospectively using regression analysis. A minimum of 30 data points is used for regression analysis and if the testing falls within the 80:125 range, the hedge is considered highly effective and continues to be designated as a cash flow hedge. At each balance date, the Group measures ineffectiveness using the dollar offset method. For foreign currency cash flow hedges if the risk is over hedged, the ineffective portion is taken immediately to other income/ expense in the income statement. For interest rate cash flow hedges, any ineffective portion is taken to other expenses in the income statement. If the forecast transaction is no longer expected to occur, amounts recognised in equity are transferred to the income statement. If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover, or if its designation as a hedge is revoked (due to it being ineffective), amounts previously recognised in equity remain in equity until the forecast transaction occurs. (d) Related parties Arrangements with related parties continue to be in place as detailed in the full annual financial report of the Group dated 30 June 2008.

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WHK Group Limited Appendix 4D

Half Year Report

Page 9

Notes to the Half Year Financial Statements (Continued)

Note 2 – Full year Profit Reconciliation

31 Dec 2008 $A'000

31 Dec 2007 $A'000

Revenue 224,569 194,634 Employment Expenses (142,015) (121,322) Other Firm Expenditure (34,678) (27,442) Depreciation and amortisation of leased assets (3,851) (3,525) Net Contribution 44,025 42,345 Corporate costs (6,134) (5,244) Profit share (10,872) (11,825) Profit from Operations 27,019 25,276 Share of profit of an associate 204 1,060

Earnings before interest, tax and amortisation of intangibles 27,223 26,336 Finance costs (6,069) (2,280) Amortisation of intangibles (1,034) (754) Impairment of associated entity (16,359) - Profit from ordinary activities before income tax expense 3,761 23,302 Income tax expense relating to profit from ordinary activities (6,434) (7,481) Net (Loss)/ profit from ordinary activities after income tax expense (2,673) 15,821

Add back amortisation of intangibles 1,034 754 Add back non-cash movement in fair value of derivative financial instruments 1,265 -

Add back impairment of associated entity 16,359 -

Less contribution from associate (204) (1,060) Cash Earnings 15,781 15,515

Note 3 – Finance Costs

31 Dec 2008 $A'000

31 Dec 2007 $A'000

Interest to other persons 4,257 1,881 Finance charges on hire purchase and finance leases 465 399 Total Interest Expense 4,722 2,280 Change in fair value of derivative financial instruments designated at fair value through profit or loss 1,251 - Loss arising on the ineffective portion of interest rate swaps designated as cash flow hedges 14 - Amortisation of capitalised transaction costs 82 - Total Finance Costs 6,069 2,280

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WHK Group Limited Appendix 4D

Half Year Report

Page 10

Notes to the Half Year Financial Statements (Continued) Note 4 – Segment Reporting

The Group operates within two major business segments, as well as two distinct geographical segments.

Business Services – provision of accounting, taxation, audit and assurance, estate planning, business advisory and corporate advisory services.

Financial Services – provision of financial planning, risk and general insurance, self managed

superannuation and finance broking services. The Group operates throughout Australia and New Zealand. For the half year ended 31 December 2008 Primary reporting

Business Services

$A'000

Financial Services

$A'000 Unallocated

$A'000

Total

$A'000 Total segment revenue 172,211 52,104 254 224,569 Segment result before depreciation 39,278 8,563 (16,971) 30,870 Less depreciation (2,926) (890) (35) (3,851) Segment result after depreciation 36,352 7,673 (17,006)1 27,019 Share of profit of an associate - 204 - 204 Less impairment - (16,359) - (16,359) Less amortisation of intangibles (1,034) Less finance costs (6,069) Profit before income tax expense 3,761 Income tax expense (6,434) Loss for the period (2,673) 1 Includes corporate costs and group profit share expense

Secondary reporting

Australia

$A'000

New Zealand

$A'000 Unallocated

$A'000

Total

$A'000 Total segment revenue 187,887 36,682 - 224,569

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WHK Group Limited Appendix 4D

Half Year Report

Page 11

Notes to the Half Year Financial Statements (Continued) Note 4 – Segment Reporting (continued) For the half year ended 31 December 2007 Primary reporting

Business Services

$A'000

Financial Services

$A'000 Unallocated

$A'000

Total

$A'000 Total segment revenue 142,912 51,470 252 194,634 Segment result before interest and depreciation 32,077 13,760 (17,036) 28,801 Less depreciation (2,564) (928) (33) (3,525) Segment result after depreciation 29,513 12,832 (17,069)1 25,276 Share of profit of an associate - 1,060 - 1,060 Less amortisation of intangibles (754) Less finance costs (2,280) Profit before income tax expense 23,302 Income tax expense (7,481) Profit for the period 15,821 1 Includes corporate costs and group profit share expense

Secondary reporting

Australia

$A'000

New Zealand

$A'000 Unallocated

$A'000

Total

$A'000 Total segment revenue 163,382 31,252 - 194,634

Note 5 – Cash and Cash Equivalents For the purpose of the half year cash flow statement, cash and cash equivalents are comprised of the following:

31 Dec 2008 $A'000

31 Dec 2007 $A'000

Cash at bank and in hand 17,410 12,092 Short term deposits 26 47 17,436 12,139 Bank overdrafts - (601) 17,436 11,538

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WHK Group Limited Appendix 4D

Half Year Report

Page 12

Note 6 – Investments accounted for using the equity method

Consolidated

31 December 2008

$’000 30 June 2008

$’000 Investment in associated entity, at fair value 12,039 28,194 Movements in investment during the period were as follows:

Opening balance 28,194 25,976 Acquisition costs - 2 Share of associated entity’s profit after income tax 204 2,366 Dividends received - (150) Impairment (16,359) - Balance at end of period 12,039 28,194 The investment accounted for using the equity method represents 30% of the shares of Next Financial Limited, an unlisted investment house incorporated in Australia. Changes made to the tax deductibility of Instalment Products together with market conditions experienced during the period have resulted in a decline in the value of the business. The recoverable amount has been estimated using a value in use model with a discount rate of 14.5%. The associated impairment loss is reflected in the financial services segment in the segment reporting analysis in Note 4. Note 7 - Subsequent Events

There were no events occurring subsequent to balance date that have had, or will have, a significant affect on the Group that have not already been disclosed elsewhere in this Report.

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WHK Group Limited Appendix 4D

Half Year Report

Page 13

Note 8 - Business Combinations Name of Business Acquired Horwath Brisbane Other Total Effective date of acquisition 1 July 2008 Various Proportion of shares acquired (a) (b) Cost of combination $’000 $’000 $’000 Cash Paid 3,733 2,108 5,841 Shares issued at fair value (c) 2,360 - 2,360 Direct costs relating to the acquisition 34 58 92 Deferred cash consideration - 733 733 6,127 2,899 9,026 Fair value of identifiable assets and liabilities acquired as at the date of the acquisition (d):

Cash and cash equivalents 126 - 126 Plant and Equipment - 23 23 Deferred Tax Assets 115 12 127 Employee Benefits Provisions (382) (39) (421) Other tangible assets and liabilities (126) - (126) Intangible Assets – Acquired client relationships 1,102 - 1,102 Fair value of identifiable net assets 835 (4) 831 Goodwill arising on acquisition 5,292 2,903 8,195

Contribution to net profit of the Group since the date of acquisition

(e)

(e)

(f)

The cash outflow on acquisition is as follows: Net cash acquired (126) Cash Paid 5,841 Direct costs paid 92 Deferred consideration paid 1,690 Net consolidated cash outflow 7,497 a) The business combination included the acquisition of the business and selected assets of the Horwath

Brisbane accounting practice. The transaction also included the acquisition of 100% of the share capital of Horwath (Brisbane) Pty Ltd and 100% of the share capital of Horwath (Brisbane) Financial Services Pty Ltd. The disclosed amounts of consideration paid and the fair value of the assets and liabilities acquired are the combined totals from this business combination.

b) “Other” acquisitions represent aggregate information for the business combinations enacted in the half-year that are considered to be individually immaterial. Business combinations where the total cost of the combination was in excess of $2 million are shown separately. All acquisitions disclosed in the “other” column relate to the acquisition of businesses and are “tuck-in” acquisitions to existing WHK businesses.

c) The cost of the shares that has been recognised is based on the fair value of the shares at the date of exchange. As part consideration for the acquisition of the Horwath Brisbane accounting practice the Group issued 2,000,000 shares with a fair value of $1.18 each, based on the quoted market price of the shares on the date of exchange.

d) It was determined that there was no material difference between the book value and the fair value of the tangible assets and liabilities acquired. The intangible assets acquired were measured at fair value at the date of acquisition and had a book value of $nil prior to this date.

e) The business combination was a “tuck-in” transaction. “Tuck-in” businesses are integrated in to existing WHK member firm business and the results are not reported separately. As a result, the contribution of these businesses to net profit of the Group since acquisition has not been disclosed. The Group profit and revenue from continuing operations had the business combinations been effected since the start of the year has also not been disclosed.

f) As noted above at (e), the Group has acquired a number of “tuck-in” businesses during the half-year. These businesses are integrated into existing businesses and the revenue and profit or loss from the acquired business is not measured separately. In addition a number of these transactions involve acquiring parts of existing businesses that would not be able to accurately measure the revenue and profit or loss attributable to the acquired business pre acquisition. Accordingly the Group has not disclosed the revenue and the profit or loss of the Group had all the business acquisitions been effected at the start of the period.

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WHK Group Limited Appendix 4D

Half Year Report

Page 14

Note 8 - Business Combinations (Continued) In accordance with AASB 3 Business Combinations the cost of the business combination is required to be allocated to the fair value of the assets, liabilities and contingent liabilities acquired. The initial accounting for acquisitions has only been provisionally determined at reporting date and will be finalised within 12 months of the acquisition date. As at the date of the half-year financial report, the final costs of the acquisitions were not yet known with certainty. Control Gained Over Entities During the Half Year

Name of entity

Date control was gained

Companies (all 100% owned) Horwath (Brisbane) Pty Ltd 1 July 2008 Horwath (Brisbane) Financial Services Pty Ltd 1 July 2008 TEO Training Limited (formerly 188 Limited)* 17 October 2008

* TEO Training Limited was incorporated in New Zealand by WHK Group for the purpose of owning and operating an acquired business, and as such the company was not acquired as a result of a business combination. Loss of Control of Entities During the Half Year

Nil Other Information Net Tangible Asset Backing

As at 31 Dec 2008

cents

As at 31 Dec 2007

cents Net tangible assets per share 4.0 15.5

Associated Entities

Name of entity

% equity interest

NEXT Financial Limited (acquired 15 May 2007) 30

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WHK Group Limited Appendix 4D

Half Year Report

Page 15

Other Information (Continued) Interim Dividend Details

Amount per share (fully entitled shares) 1.5 cents Amount franked Fully franked at a 30% Australian

tax rate. Date the interim dividend is payable 5 May 2009 Record date to determine entitlements to the dividend 2 April 2009 Dividend entitlement per class of share

WHG 1.5 cents There were no other class of shares at 31 December 2008

Dividend Reinvestment Plan The Company operates a dividend reinvestment plan (“DRP”) which offers eligible shareholders the opportunity to reinvest all or part of their dividends in additional shares in the Group. Shares are issued at a 2.5% discount to the weighted average market price of shares sold on the ASX during a period of ten trading days, with the period commencing on the second trading day after the dividend record date. The last date for receipt of an election notice for participation in the DRP with respect to the above interim dividend is 2 April 2009.

Dividend Details

Amount

per share cents

Franked amount

per share at 30%

Australian tax rate

cents

New Zealand dollar

imputation credits per

share cents

Interim dividends: Current year (payable 5 May 2009)

1.5

1.5

-

Previous year (paid 5 May 2008) *1 3.0 3.0 - Dividends paid and proposed

31 December 2008

$A'000

31 December 2007

$A'000 Dividends paid during the period:

2008 final dividend – 3.0 cents (2007: 3.0 cents ) 7,763 7,496 Dividends proposed and not recognised as a liability:

2009 interim dividend – 1.5 cents (2008: 3.0 cents) 3,922*1 7,610

*1 Estimated interim dividend based on the number of eligible ordinary shares on issue at the date of this Report and expected eligible new shares to be issued prior to the dividend record date under obligations entered into by the Group. F

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WHK Group Limited Appendix 4D

Half Year Report

Page 16

Other Information (Continued) Issued Securities at the End of the Current Period – 31 December 2008

Total number

Number quoted

Price per security

Amount paid up per

security

Ordinary shares Ordinary classes

253,664,587

253,664,587

Voluntary escrow (refer below schedule) 7,807,984 7,807,984 261,472,571 261,472,571 Weighted average number of shares on issue during the period 260,446,362 260,446,362 Changes during the current year: Increases through issues

3,463,740

3,463,740

Avg $1.26

Avg $1.26

Performance Rights Right to a fully paid ordinary share (refer

below schedule) 6,268,311 nil Changes during the current year: Increases through issues

2,601,333

nil

Avg $nil

Avg $nil

Schedule of outstanding voluntary escrow shares at 31 December 2008

2009 2010 2011

January 90,304 90,302 30,000

February - - -

March 426,042 426,042 426,041

April 650,021 358,422 156,666

May 456,971 456,970 -

June 1,404,406 404,407 222,334

July 149,611 39,272 -

August 14,005 14,006 -

September 37,500 37,500 -

October 424,602 - -

November 100,000 100,000 -

December 646,279 646,281 -

Total 4,399,741 2,573,202 835,041 7,807,984 Schedule of outstanding Performance Rights at 31 December 2008 Granted No. of Rights Performance Period

2006 1,636,578 1 July 2006 to 30 June 2009 2007 2,030,400 1 July 2007 to 30 June 2010 2008 2,601,333 1 July 2008 to 30 June 2011

6,268,311

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WHK Group Limited Appendix 4D

Half Year Report

Page 17

Other Information (Continued) Capital Management

The Company has established an on-market share buy-back scheme for use in conjunction with employee share plans with a view to minimising the earnings dilution effect arising from the issue of new shares to employees under these plans. No shares were acquired during the current year with shares allocated under employee share plans being acquired on market by the trustee of the plans.

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DIRECTORS’ DECLARATION

In the opinion of the Directors of WHK Group Limited: 1. The financial statements and notes, as set out on pages 3 to 17, are in accordance

with the Corporations Act 2001 including:

(a) giving a true and fair view of the Group’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial

Reporting and the Corporations Regulations 2001. 2. There are reasonable grounds to believe that the company will be able to pay its

debts as and when they become due and payable. This declaration is made in accordance with a resolution of the Board of Directors. K W White Director

Dated at Melbourne on 11 February 2009

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