Brambles 2006 Annual Report - Alle jaarverslagen

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Brambles
2006 Annual Report
NOTES TO AND FORMING PART OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the year ended 30 June 2006
Note 1.
Basis of preparation
These financial statements present the consolidated results of
Brambles Industries Limited (ABN 22 000 129 868) (BIL) and
Brambles Industries plc (registered number 4134697) (BIP).
BIL and BIP, each a Company, are referred to collectively
throughout these financial statements as Brambles.
KEY FEATURES OF THE DLC STRUCTURE
The dual-listed companies (DLC) structure is essentially a
contractual arrangement between BIL and BIP under which
they operate as if they were a single economic enterprise, while
retaining their separate legal identities, tax residencies and stock
exchange listings. The arrangement, which was implemented in
2001, did not involve the acquisition of one company by the other
or any transfer of shares or other assets between BIL and BIP.
As at the date of implementation of the DLC structure, BIL and
BIP shareholders collectively held 57% and 43% respectively of
the economic and voting interests in Brambles. Additional shares
may be issued by either Company independently of the other so
long as all shareholders benefit equally from the issue.
BIL and BIP have identical Boards and unified management,
with Brambles’ global headquarters operating in Sydney,
Australia. The Boards have regard to the interests of all
shareholders in Brambles.
BIL is incorporated and domiciled in Australia with its shares
listed on the Australian Stock Exchange. BIP is incorporated
and domiciled in the UK with its shares listed on the London
Stock Exchange.
On 29 November 2005, Brambles announced a corporate
reorganisation to unify BIL and BIP. It is envisaged that a newly
formed Australian company, Brambles Limited, will acquire all
the outstanding shares in BIL and BIP on a one-for-one basis
under separate schemes of arrangement (Schemes). BIL and BIP
shareholders will therefore have the same economic interest,
subject to the cash alternative, in Brambles Limited as they
currently have under the DLC structure. Brambles Limited will
have its primary listing on the Australian Stock Exchange and a
secondary listing on the London Stock Exchange. The Schemes
will require separate approval by BIL and BIP shareholders,
relevant regulatory authorities and courts in Australia and the UK.
Unification is anticipated to occur in December 2006, after all
approvals have been obtained. The proposed unification had no
impact on the preparation of these financial statements at 30 June
2006, other than costs incurred in planning for unification.
Under the DLC structure, each BIL share and BIP share has
equivalent economic and voting interests in Brambles which
is controlled by the Sharing Agreement. Under the Sharing
Agreement, the Equalisation Ratio governs the proportion in
which distributions of income and capital are made to BIL and BIP
shareholders (on a per share basis) and the relative voting rights.
The Equalisation Ratio is presently one to one and all
shareholders, as far as practicable, receive equivalent economic
returns by way of dividends.
Dividends are paid by each Company on an equalised per-share
basis (having regard to the Equalisation Ratio). This means that
neither BIL nor BIP declare or pay any dividend unless the other
Company is permitted to and does pay a matching dividend.
If either BIL or BIP is prohibited by law or is otherwise unable
to declare or pay all or any portion of such a matching dividend
because of lack of retained profits, distributable reserves or
otherwise, then the Companies enter into such transactions
with each other as the Boards agree to be necessary so as to
enable both Companies to pay equivalent dividends as nearly as
practicable at the same time. Alternatively, the Boards may agree
that the Companies pay a reduced dividend, which each Company
is capable of paying without entering into such transactions, or
that neither Company pays a dividend for that year.
There have been no such transactions entered into between
BIL or BIP either during the year or up to the date of the
Directors’ Report.
The shareholders of BIL and BIP effectively vote together as
a single decision-making body on matters affecting them in
similar ways, such as the approval of appointment of Directors.
These matters are known as Joint Electorate Actions. In the
case of certain matters in relation to which the two bodies of
shareholders may have divergent interests, the Company wishing
to carry out the relevant action requires the approval of the
shareholders in the other Company (voting separately) as well as
the approval of its own shareholders (voting separately). These
matters are known as Class Rights Actions.
Note 2.
Significant accounting policies
BASIS OF ACCOUNTING
These financial statements are a general purpose financial report.
The financial statements have been prepared in accordance
with International Financial Reporting Standards as adopted for
use in the European Union (IFRS) and Australian Equivalents
to International Financial Reporting Standards (AIFRS), and in
accordance with the requirements of the Corporations Act 2001
and with those parts of the Companies Act 1985 applicable to
companies reporting under IFRS. They comply with applicable
accounting standards and other authoritative pronouncements
of the International Accounting Standards Board (IASB), the
Australian Accounting Standards Board (AASB), the International
Financial Reporting Interpretations Committee (IFRIC) and the
Urgent Issues Group (UIG).
Generally AIFRS are identical to IFRS except that in certain
instances AIFRS require additional disclosures to be made or
prohibit accounting treatments permitted by IFRS. Throughout the
financial statements, reference is made to IFRS which should be
read to include AIFRS. Accounting policies have been selected to
ensure concurrent compliance with both IFRS and AIFRS.
The financial statements are drawn up in accordance with the
conventions of historical cost accounting, except for available-forsale
investments, derivative financial instruments and financial
assets and liabilities at fair value through profit or loss.
ROUNDING OF AMOUNTS
As Brambles is a company of a kind referred to in ASIC Class
Order 98/0100, relevant amounts in the financial statements
and Directors’ Report have been rounded to the nearest hundred
thousand US dollars or, in certain cases, to the nearest thousand
US dollars.
References to 2006 and 2005 are to the financial years ended
30 June 2006 and 30 June 2005 respectively.