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HANOVER FINANCE LIMITED CHARGING GROUP CONSOLIDATED SPECIAL PURPOSE FINANCIAL STATEMENTS ANNUAL REPORT For the year ended 30 June 2009 HANOVER FINANCE LIMITED CHARGING GROUP CONSOLIDATED SPECIAL PURPOSE FINANCIAL STATEMENTS ANNUAL REPORT For the year ended 30 June 2009 Contents Page Income Statement 1 Statement of Recognised Income and Expense 1 Balance Sheet 2 Statement of Cash Flows 34 Notes to the Financial Statements 561 Auditor's Report 52.54 HANOVER FINANCE LIMITED CHARGING GROUP INCOME STATEMENT For the year ended 30 June 2009 Operating income Intorest income Interest expense Net interest income Fee income Net feo income Dividend income ‘Sundry income Net operating income Operating expenses Impairment expenses ‘Operating (loss) / profit before fair value adjustment Fair value adjustment on debt restructure Interest expense cancelled on debt restructure Principal cancelled on debt restructure Operating (loss) / profit before income tax Income tax expense (Loss) / profit after income tax HANOVER FINANCE LIMITED CHARGING GROUP ‘STATEMENT OF RECOGNISED INCOME AND EXPENSE For the year ended 30 June 2009, (Loss) profit after income tax Currency transiation difference Total recognised income and expense Note at 32 33 34 38 36 4a 7 30 June 2009 $000" 89,528, 47,890 41,638 5 5 1 — 220. w4.064 18,450 308,862 (283,248) 160,030 21.875 41037 160.397) 41,839 (702.036) 30 June 2009 so00's (102,036) 905) ie ‘These statements are to be read in conjunction with the eccompanying notes. 128,329 165,900 62.428 56 36 12,801 1,313) 73.973. 17,808 39,831 16,333 688s 6.157 70.176 30 June 2008 ‘$000's 10,178 2.944 73,120 HANOVER FINANCE LIMITED CHARGING GROUP BALANCE SHEET As at 30 June 2009 ASSETS Cash and cash equivalents Prepayments Receivables Current income tax assets Current assets held for sale Net loans ané acvances Investments Property, plant and equipment Intangible assets, Deferred tax assets TOTAL ASSETS LIABILITIES Trade and other payables Current income tax labities Employee entitements ‘Secured deposits Capital bonds Loan sharing TOTAL LIABILITIES NET ASSETS / (LIABILITIES) Equiry ‘Share capital Retained earings Debt restructure reserve Foreign currency translation reserve TOTAL EQUITY For and on behalf of the boerd of directors: Note 10 ut 2 13 42 4 6 6 6 6 30 June 200 ‘3000's 1,947 203 2,855 5,600 3,543 271,284 185 267 315 86169 6n7 167 865, 296,760 348 19,400, ar (38,088) 71,651 (280,903) 149,238 1,926 (36.088) ‘These statements are to be read in conjunction withthe accompanying notes. 30 June 2008 s000's 36.860 64 543 2877 499,919 43,706 248 376 7,434 351,917 8,444 2.049 485,077 2.243 29,247 — 08 Ba g57 71,650 (0,624) 2.831 54.857 HANOVER FINANCE LIMITED CHARGING GROUP STATEMENT OF CASH FLOWS For the year ended 30 June 2009 ‘CASH FLOWS (USED IN) / PROVIDED BY OPERATING ACTIVITIES Interest and fee income Dividends received Sunery income Interest and foe paid Peyments to suppliers and employees Income tex paid Cash flows provided by operating profits before changes in operating assets and liabilities Changes in operating assets and labilites [Net (inerease) / decrease in loans and advances [Netincrease / (decrease) in secured deposits Principal payments under debt restructure plan Not increase / (decrease) in capitl bonds [Nat increase / (decrease) in loan sharing Net cash flows used in operating activities ‘CASH FLOWS PROVIDED BY / (USED IN) INVESTING ACTIVITIES Proceeds from sale of property, plant and equipment Proceeds from sale of ntangibe assets Proceeds from sale of investments Purchase of investments Purchase of property, plant and equipment Purchase of intangibi assols Net cash flows provided by (used in) investing activities ‘CASH FLOWS (USED IN) / PROVIDED BY FINANCING ACTIVITIES Dividends pad (reer note 6) Isove of redeemable preference shares Redemption of redeemable preference shares Net cashflows used in financing activities Net cash flows used in operating activities [Net cash flows provided by / (used in investing activities [Net cash flows used in financing activities Net increase / (decrease) in cash and cash equivalents held Cash and cash equivalents at beginning of the year CASH AND CASH EQUIVALENTS AT END OF THE YEAR REPRESENTED BY: (Cash and cash equivalents CASH AND CASH EQUIVALENTS AT END OF THE YEAR 30 June 2009 3000's 38,767 1 5,875 (0,352) (20,350) 44 (99,232) 4319 913) 36,860 13a7 | 4.947. 1,947 30 June 2008 $000's 117,745 12,801 (3.769) (74,003) (18,838) ting), 22.9825 230,878 (329,281) rast) 24610 157839) 7 1 (75) @) 155) (542) (48,500) ‘800 9.733 (64,433) (67,859) (542) 54,433 (112.834) 149,604 ae 36,860 36,860 ‘These statements are to be read in conjunction withthe accompanying notes. HANOVER FINANCE LIMITED CHARGING GROUP. ‘STATEMENT OF CASH FLOWS (continued) For the year ended 30 June 2009 RECONCILIATION OF (LOSS) / PROFIT FOR THE YEAR WITH NET CASH FLOWS USED IN (OPERATING ACTIVITIES (Loss) / profit ater income tax lHtems not involving cash flows Depreciation expense Amorisation of intangible assets Bad debis written off Increase in provision for credit impairment Provision for credit impairment recavered Impairment in value of subsidiary investments Impairment in value of financial assets at fai value through profit or loss {Impairment in value of non current assets held for sele Net fair value gain on debt restructure Principal balance not payable ‘Not unrealised foreign exchange loss ! (gain) - revaluation Deferrals or accruals of past or future operating cash receipts or payments: Not (increase) / decrease in loans and advances Net increase / (decrease) in secured deposis Principal payments under debt restructure plan Net increase / (decrease) in capital bonds Not increase / (decrease) in loan sharing (increase) / decrease in capitalised interest and fee income Increase / (decrease) in secured deposits, capital bonds and loan sharing interest (Increase) / decrease in recelvables and other debtors (Increase) decrease in current income lax assets (Increase) / decrease in deferred tax assoats Increase | (decreese) in trade payables and accruals Increase / (decrease) in provisions Increase /(Gecrease) in current income tax liailties Increase | (decrease) in other taxation payable ltems classified as investing activities Loss on sale of plant, property and equipment Net cash flows used in operating activities Note 104 104 104 34 30 June 2009 000s (102,036) 62 323 197.127 138,942 (405) 34,636 225 337 (149,238) (1,037) 4,747 (1.878) (20,794) (18,584) (169) (11,997) (51.130) 1672 (2.614) (439) 7,434 11963 (1,188) 187 (8.830) 238 232) ‘These statements are to be read in conjunction withthe accompanying notes. {90 June 2008 000s 10,176 73 28 10311 27,700 (1,410) 3,230 (2,380) 230,878 (829,281) 7,191) 24,810 (11,237) (6,980) 1,884 1,801 (uaa) 465 580 (7.807) (3.858) HANOVER FINANCE LIMITED CHARGING GROUP. NOTES TO THE SPECIAL PURPOSE FINANCIAL STATEMENTS For the year ended 30 June 2009 1. ACCOUNTING POLICIES 4-4 REPORTING ENTITY Hanover Finance Limited ("the Company’) is a company domicled in New Zealand and registered under the Companies Act 1993 and is €2n issuer forthe purposes ofthe Financial Reporting Act 1993, ‘The Cheraing Group comprises Hanover Finance Limited and its Charging Subsidiary HFL Australia Ply Limited, HFP Investments LUmited was a member of the Charging Group from 17 April 2008 to December 2008. Refer to Note 11 Hanover Finence Limited is primariy involved in the provision of financial services, predominently in New Zealend and Austra 1.2 BASIS OF PREPARATION () Statement of compliance ‘These special purpose financial statements (‘nancial statements") have been prepared in accordance with the requirements of the Second Schedtle of the Securties Regulstions 1983 (‘the Regulations") In complying withthe Regulations, the special purpose, financial statements depart from New Zealend Generally Accepted Accounting Principies ("NZ GAAP") inthe following respect «the special purpose financial statements presented are forthe Charging Group in accordance with the requirements of the Regulations. Consequently, no parent and consolidated financial statements for the Company end its subsidiaries have been prepared in accorcance ‘with Section 13 of the Financial Reporting Act 1993; ‘Accordingly, whilst these special purpose financial statements have been prepared applying the Framework provided by New Zesland equivalents to International Financial Reporting Standards ("NZIFRS*) they do not comply with NZ IFRS. The financial statements were approved by the Board of Directors on 13 November 2008, (ti) Realisation basis ‘The going concein basis has not been used in the preparation of these financial statements, instead they have been prepared on a realisation basis. The realisation basis is considered epproprate at this point in ime due tothe uncertainties that exit in respect of tho Charging Group's abilty to continue to vede on a going concem basis 26 oppased to simply realising assets and the Charcing Group's billy to meet the payment obligations under the debt restructuring plan (see note 23.5(1)) andthe likelihood ofthe Charging Group to. Continue beyond the debt restructuring plan. The basis of preparation will be reviewed annually as the debt restructuring plan progresses, ‘The change in basis of preparation has not resulted in any financial impact. The appropriateness of the basis of preparation is

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