Annual Report 2017

NOTES TO THE FINANCIAL STATEMENTS

NOTE 37. LOSS PER SHARE

Consolidated 2016
$'000
2017
$'000

Loss after income tax attributable to the owners of Specialty Fashion Group Limited (8,389) (2,190)

Number

Weighted average number of ordinary shares used in calculating basic earnings per share 192,236,121 192,236,121
Weighted average number of ordinary shares used in calculating diluted earnings per share 192,236,121 192,236,121

Cents

Basic loss per share (4.4) (1.1)
Diluted loss per share (4.4) (1.1)

There were no dilutive potential ordinary shares outstanding as at 30 June 2017 (2016: nil).

NOTE 38. SHARE-BASED PAYMENTS

Employee Long Term Incentive Plan

There were no performance share rights outstanding as at 30 June 2017 (2016: nil).

Fair value of options granted

No options were granted during the years ended 30 June 2017 or 30 June 2016. The fair value of options at grant date is
independently determined using a Black-Scholes option pricing model that takes into account the exercise price, the term of the
option, the impact of dilution, the share price at grant date and expected price volatility of the underlying share, the expected
dividend yield and the risk free interest rate for the term of the option.

NOTE 39. EVENTS AFTER THE REPORTING PERIOD

On 29 August 2017, the Board of directors announced that it would move to a single Chairperson role for the Company.
Anne McDonald will continue to act as independent Chairperson of the Board. Michael Hardwick will relinquish his role as Co-
Chairperson but will continue his contribution as a Non-Executive Director, and has also been appointed Chairperson of the Audit
and Risk Committee. These changes will be effective 1 September 2017.

Apart from the above, no other matter or circumstance has arisen since 30 June 2017 that has significantly affected, or may
significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs
in future financial years.

SPECIALTY FASHION GROUP | 100

DIRECTORS' DECLARATION

In the directors' opinion:

§§ the attached financial statements and notes there to comply with the Corporations Act 2001, the Accounting Standards, the
Corporations Regulations 2001 and other mandatory professional reporting requirements;

§§ the attached financial statements and notes there to comply with International Financial Reporting Standards as issued by the
International Accounting Standards Board as described in note 1 to the financial statements;

§§ the attached financial statements and notes give a true and fair view of the consolidated entity's financial position as at 30
June 2017 and of its performance for the financial year ended on that date;

§§ there are reasonable grounds to believe that the consolidated entity will be able to pay its debts as and when they become
due and payable; and

§§ at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group
Gary
 Perlstein:
 
 
will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the deed of cross
guarantee described in note 35 to the financial statements.

TheGary
 Perlstein:
 
  directors have been given the declarations required by section 295A of the Corporations Act 2001.

 
Anne
 McDonald:
 
Signed in accordance with a resolution of directors made pursuant to section 295(5)(a) of the Corporations Act 2001.

On behalf of the directors Gary
 Perlstein:
 
 

 
Anne
 McDonald:
 
 

Michael
 Hardwick:
 


 

Michael
 Hardwick:
 
 
 

 
Anne McDonald Michael Hardwick GaryAnne
 McDonald:
  Perlstein
Non-Executive Non-Executive
Co-Chairperson Co-Chairperson Chief Executive Officer

29 August 2017
 
Sydney
Michael
 Hardwick:
 


 

101 | SPECIALTY FASHION GROUP

SHAREHOLDER Number of holders
INFORMATION of ordinary shares

The shareholder information set out below was applicable as at 31 July 2017. 1,017
1,757
DISTRIBUTION OF EQUITABLE SECURITIES
540
Analysis of number of equitable security holders by size of holding: 637

1 to 1,000 97
1,001 to 5,000
5,001 to 10,000 4,253
10,001 to 100,000
100,001 and over 1,168

Holding less than a marketable parcel

SPECIALTY FASHION GROUP | 102

SHAREHOLDER INFORMATION

EQUITY SECURITY HOLDERS

Twenty largest quoted equity security holders

The names of the twenty largest security holders of quoted equity securities are listed below:

Ordinary Shares % of total
shares issued
Number
held

NAAH Pty Ltd/NAAH Investments Pty Ltd 38,742,203 20.15
J P Morgan Nominees Australia Limited 20,909,189 10.88
Icestorm Pty Ltd 16,745,288
BNP Paribas Nominees Pty Ltd 13,683,543 8.71
HSBC Custody Nominees (Australia) Limited 13,513,470 7.12
Citicorp Nominees Pty Limited 7.03
National Nominees Limited 8,984,291 4.67
Landcharm Pty Limited 8,076,402 4.20
Landpeak Pty Limited 7,387,666 3.84
One Managed Invt Funds Ltd 7,122,240 3.70
T Batsakis Pty Ltd 3,482,931 1.81
GDL Investments Pty Limited 2,700,000 1.40
Mr David Alan McSeveny 1,955,564 1.02
TALMAL Pty Ltd 1,171,513 0.61
Tank Ventures Pty Ltd 0.49
Mr Hedley Sandler and Mrs Beverley Sandler 950,000 0.46
Bellino Pty Ltd 880,000 0.43
Snowglaze Investments Pty Ltd 825,000 0.39
TDA Securities Pty Ltd 755,000 0.37
Wallbay Pty Ltd 702,720 0.31
600,000 0.26
505,966

149,692,986 77.85

Unquoted equity securities

There are no unquoted equity securities.

103 | SPECIALTY FASHION GROUP

SHAREHOLDER INFORMATION

SUBSTANTIAL HOLDERS

Substantial holders in the Company are set out below:

Ordinary Shares % of total
shares issued
Number
held

NAAH Pty Ltd/NAAH Investments Pty Ltd1 38,742,203 20.15
Lazard Asset Mgt Pacific Co 23,002,370 11.97
Mr Gary Perlstein and controlled entities 17,862,814
Mr Ian Miller and controlled entities 14,509,906 9.29
Celeste Funds Mgt 12,014,591 7.55
Renaissance Smaller Companies 10,217,190 6.25
5.31

1 A Hardwick has a beneficial interest in Specialty Fashion Group Limited through NAAH Pty Ltd/NAAH Investments Pty Ltd.

VOTING RIGHTS

The voting rights attached to ordinary shares are set out below:

Ordinary shares

On a show of hands every member present at a meeting in person or by proxy shall have one vote and upon a poll each share
shall have one vote.
There are no other classes of equity securities.

SPECIALTY FASHION GROUP | 104



Our aim is to enable
our customers to shop
and engage with our

brands—any time,
any place, any way.

CONTACT US

Specialty Fashion Group Limited
151–163 Wyndham Street
Alexandria NSW 2015
Australia
P 02 8303 9800
F 02 9310 2255