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1999 Annual Report - Altium

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Protel International Limited<br />

and Controlled Entities<br />

Redeemable Preference Shares<br />

On 29 March <strong>1999</strong>, the company issued preference shares<br />

to a number of investors at a total value of $4,000,000.<br />

The liability for preference shares converted to ordinary<br />

share capital in Protel International Limited on allotment<br />

of shares during the company's Initial Public Offering.<br />

Preference shareholders were entitled to receive all noncumulative<br />

dividends declared or payable on the<br />

preference shares at the same rate as that declared or<br />

payable in respect of ordinary shares.<br />

If the preference shares had not been converted to<br />

ordinary shares during the company's Initial Public<br />

Offering, the liability for preference shares would have<br />

been redeemable on or before 30 June 2003 at face value,<br />

with interest payable at 30% to 35% per annum. The<br />

preference shares were converted to ordinary shares on<br />

30 July <strong>1999</strong>.<br />

Convertible Notes<br />

On 16 September 1998 the company issued, as part<br />

consideration for a technology acquisition, an unsecured<br />

US$300,000 convertible note. This convertible note was<br />

converted to ordinary shares in Protel International<br />

Limited at a cost of $0.70 per share on 4 August <strong>1999</strong>. If<br />

the option had not been exercised within 30 days of<br />

completion of the Initial Public Offering, the company<br />

would have been able elect to repay the face value of the<br />

convertible note with interest at 8.5% per annum.<br />

On 4 August <strong>1999</strong>, the company received a conversion<br />

notice from the holder of the convertible note above. It<br />

allotted shares under a resolution of the board of directors<br />

and subsequently sought application from the ASX to list<br />

these shares as part of its ordinary shares on issue.<br />

17. Provisions<br />

Notes to the Financial Statements<br />

On 16 April <strong>1999</strong>, the company issued a second<br />

unsecured convertible note for US$350,000 as part<br />

consideration for another technology acquisition. This<br />

convertible note was converted to ordinary shares in<br />

Protel International Limited at a cost of $1.50 per share<br />

on 9 August <strong>1999</strong>. If the option had not been exercised<br />

within 30 days of the completion of the Initial Public<br />

Offering, the company would have been able to elect to<br />

repay the face value of the convertible note with interest<br />

at 7% per annum.<br />

On 9 August <strong>1999</strong>, the company received a conversion<br />

notice from the holder of the second convertible note. It<br />

allotted shares under a resolution of the board of directors<br />

and subsequently sought application from the ASX to list<br />

these shares as part of its ordinary shares on issue.<br />

Deferred Consideration<br />

Deferred consideration outstanding at 30 June <strong>1999</strong> on<br />

technology acquisitions and licenses are unsecured. At<br />

30 June 1998, $154,550 of the deferred consideration<br />

outstanding on one technology acquisition was secured by<br />

a mortgage over the present and future property of Protel<br />

Technology, Inc.<br />

Deferred consideration on technology acquisitions and<br />

licenses matures at various dates up to 16 September 2001.<br />

Interest is payable on deferred consideration between 0%<br />

and 8.5% per annum (1998: 0% and 8% per annum).<br />

Commercial bills<br />

Schedule 4/11<br />

The commercial bills outstanding as at 30 June 1998 was<br />

secured by the following:<br />

(a) Registered mortgage debenture over the assets and<br />

undertakings of Protel International Limited.<br />

(b) Unlimited director's guarantee from Nicholas Martin,<br />

Aram Mirkazemi and David Warren.<br />

Consolidated Company<br />

30 June <strong>1999</strong> 30 June 1998 30 June <strong>1999</strong> 30 June 1998<br />

$ $ $ $<br />

Current<br />

Employee entitlements 364,324 219,379 277,247 140,541<br />

Provision for taxation 622,091 718,866 650,524 685,146<br />

Provision for dividend - 400,000 - 400,000<br />

Non-Current<br />

986,415 1,338,245 927,771 1,225,687<br />

Employee entitlements 55,850 38,550 55,850 38,550<br />

Deferred income tax 651,224 77,469 651,224 77,469<br />

707,074 116,019 707,074 116,019<br />

ANNUAL REPORT 27

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