ar11-lr-final
Create successful ePaper yourself
Turn your PDF publications into a flip-book with our unique Google optimized e-Paper software.
Statutory Disclosures – continued<br />
Auditor<br />
PricewaterhouseCoopers have continued to act as auditors of the company, and have undertaken the audit of the financial<br />
statements for the 31 July 2011 year.<br />
Disciplinary Action<br />
Neither the NZX nor ASX has taken disciplinary action against the company during the period under review.<br />
Donations<br />
In accordance with section 211(1)(h) of the Companies Act 1993, the company records that it donated $724,000 (2010: $121,000)<br />
to various charities during the year. In line with Board policy, no political contributions were made during the year.<br />
NZX Waivers<br />
Details of all waivers granted and published by NZX within or relied upon by The Warehouse in the 12 months immediately preceding the<br />
date two months before the date of publication of this Annual Report are available on the company’s website www.thewarehouse.co.nz.<br />
Limitations on the Acquisition of Company’s Securities<br />
The terms of the company’s admission to the ASX require the following disclosure.<br />
The Warehouse Group Limited is incorporated in Auckland, New Zealand. As such, it is not subject to Chapters 6, 6A, 6B and 6C of<br />
the Australian Corporations Act dealing with the acquisition of shares (such as substantial holdings and takeovers). Limitations on<br />
acquisition of the securities are, however, imposed on the company under New Zealand law:<br />
(a) In general, securities in the company are freely transferable and the only significant restrictions or limitations in relation to the<br />
acquisition of securities are those imposed by New Zealand laws relating to takeovers, overseas investment and competition.<br />
(b) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20 per cent of the voting rights<br />
in the company or the increase of an existing holding of 20 per cent or more of the voting rights in the company can only occur<br />
in certain permitted ways. These include a full takeover offer in accordance with the Takeovers Code, a partial takeover offer in<br />
accordance with the Takeovers Code, an acquisition approved by an ordinary resolution, an allotment approved by an ordinary<br />
resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if a shareholder holds 90 per cent or more<br />
of the voting rights in the company.<br />
(c) The New Zealand Overseas Investment Act 2005 and Overseas Investment Regulations 2005 regulate certain investments in<br />
New Zealand by overseas persons. In general terms the consent of the New Zealand Overseas Investment Commission is likely<br />
to be required where an “overseas person” acquires shares or an interest in shares in the company that amount to more than<br />
25 per cent of the shares issued by the company or, if the overseas person a<strong>lr</strong>eady holds 25 per cent or more, the acquisition<br />
increases that holding.<br />
(d) The New Zealand Commerce Act 1986 restricts a person from acquiring shares in the company if the acquisition would have, or<br />
would be likely to have, the effect of substantially lessening competition in a market.<br />
Material Differences<br />
There are no material differences between ASX Appendix 4E and NZX Appendix 1 issued by the company on 16 September 2011 for<br />
the year ended 31 July 2011 and this Annual Report.<br />
Financial Calendar<br />
Half Year<br />
Full Year<br />
Balance date 31 January 2012 29 July 2012<br />
Results announced March 2012 September 2012<br />
Dividends paid April 2012 November 2012<br />
Quarterly sales announced November 2011 May 2012<br />
March 2012 September 2012<br />
Directory<br />
Board of Directors<br />
Graham Evans (Chairman)<br />
Keith Smith (Deputy Chairman)<br />
Robert Challinor<br />
James Ogden<br />
Janine Smith<br />
Sir Stephen Tindall<br />
Eduard (Ted) van Arkel<br />
Group Chief Executive Officer<br />
Mark Powell<br />
Chief Financial Officer<br />
Luke Bunt<br />
Company Secretary<br />
Kerry Nickels<br />
Place of Business<br />
26 The Warehouse Way<br />
Northcote, Auckland 0627<br />
PO Box 33470, Takapuna<br />
Auckland 0740, New Zealand<br />
Telephone: +64 9 489 7000<br />
Facsimile: +64 9 489 7444<br />
Registered Offices<br />
New Zealand<br />
C/- BDO<br />
Level 8, 120 Albert Street<br />
PO Box 2219<br />
Auckland 1140, New Zealand<br />
Australia<br />
TWGA Pty Ltd<br />
C/- Allens Arthur Robinson<br />
Level 28<br />
Deutsche Bank Place<br />
Corner of Hunter and Phillip Streets<br />
Sydney NSW 2000, Australia<br />
Auditor<br />
PricewaterhouseCoopers<br />
Private Bag 92162<br />
Auckland 1142, New Zealand<br />
New Zealand Business Council<br />
for Sustainable Development<br />
Shareholder Enquiries<br />
Shareholders with enquiries regarding share transactions, changes of address<br />
or dividend payments should contact the Share Registrar in the country in which<br />
their shares are registered.<br />
You can also manage your shareholding electronically by using Computershare’s secure<br />
website, www.computershare.co.nz/investorcentre, whereby you can view your share<br />
balance, change your address, view payment and tax information, update your payment<br />
instructions and update your report options.<br />
New Zealand<br />
Computershare Investor Services Limited<br />
Level 2, 159 Hurstmere Road, Takapuna<br />
Private Bag 92119, Auckland 1142<br />
New Zealand<br />
Telephone: +64 9 488 8777<br />
Facsimile: +64 9 488 8787<br />
Email: enquiry@computershare.co.nz<br />
Website: www.computershare.co.nz/investorcentre<br />
Australia<br />
Computershare Investor Services Pty Limited<br />
Yarra Falls, 452 Johnston Street<br />
Abbotsford VIC 3067<br />
GPO Box 242<br />
Melbourne VIC 3001<br />
Australia<br />
Freephone: 1 800 501 366 (within Australia)<br />
Telephone: +61 3 9415 4083 (overseas)<br />
Facsimile: +61 3 9473 2500<br />
Direct Crediting of Dividends<br />
To minimise the risk of fraud and misplacement of dividend cheques, shareholders<br />
are strongly recommended to have all payments made by way of direct credit to their<br />
nominated bank account in New Zealand or Australia.<br />
Investor Relations<br />
For investor relations enquiries email investor@twl.co.nz<br />
Stock Exchange Listings<br />
NZSX trading code: WHS<br />
ASX trading code: WHS<br />
Company Numbers<br />
NZ Incorporation: AK/611207<br />
ARBN 094 719 089<br />
Website<br />
www.thewarehouse.co.nz<br />
World Business Council for<br />
Sustainable Development<br />
The company is a member of the New Zealand Business<br />
Council for Sustainable Development (NZBCSD).<br />
The NZBCSD is a coalition of leading businesses<br />
united by a shared commitment to sustainable<br />
development via the three pillars of: economic<br />
growth, ecological balance and social progress.<br />
Its mission is to provide business leadership as<br />
a catalyst for change toward sustainable development<br />
and to promote eco-efficiency, innovation and<br />
responsible entrepreneurship.<br />
The company is a member of the World Business<br />
Council for Sustainable Development (WBCSD).<br />
The WBCSD is a CEO-led, global association of some<br />
200 companies dealing exclusively with business<br />
and sustainable development. The Council provides<br />
a platform for companies to explore sustainable<br />
development, share knowledge, experiences and best<br />
practices, and to advocate business positions on these<br />
issues in a variety of forums, working with governments,<br />
non-governmental and inter-governmental organisations.<br />
STATUTORY DISCLOSURES 92<br />
Printed on paper from sustainable forests.<br />
DIRECTORY 93
Change language