WEX (WEX) 8-K/A Completion of Acquisition or Disposition of Assets

RD Card Holdings Australia Pty Limited
ABN 75 123 181 635

Annual report
for the year ended 31 December 2009

RD Card Holdings Australia Pty Limited ABN 75 123 181 635

Annual report — 31 December 2009

Contents

	Page
Financial statements		1
Directors’ declaration		33
Report of independent auditors		34

RD Card Holdings Australia Pty Limited ABN 75 123 181 635
Annual report — 31 December 2009

Contents

	Page
Financial statements
Statements of comprehensive income		2
Statements of financial position		3
Statements of changes in equity		4
Statements of cash flows		5
Notes to the financial statements		6
Directors’ declaration		33
Report of independent auditors		34

These financial statements cover both the separate financial statements of RD Card Holdings Australia Pty Limited as an individual entity and the consolidated financial statements for the consolidated entity consisting of RD Card Holdings Australia Pty Limited and its subsidiaries. The financial statements are presented in the Australian currency.

RD Card Holdings Australia Pty Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is:

      RD Card Holdings Australia Pty Limited
      Level 1
      2-6 Glenferrie Rd
      Malvern VIC 3144

The immediate parent entity of RD Card Holdings Australia Pty Limited is RD Card Holdings Limited (incorporated in the United Kingdom) and the ultimate controlling party is Palamon Capital Partners LP (incorporated in Scotland).

The financial statements were authorised for issue by the directors on 30 August 2010. The company has the power to amend and reissue the financial statements.

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RD Card Holdings Australia Pty Limited
Statements of comprehensive income
For the year ended 31 December 2009

			Consolidated						Parent entity
			2009			2008			2009			2008
	Notes		$’000			$’000			$’000			$’000
Revenue from continuing operations		5		57,390			58,268			—			—
Depreciation and amortisation expense		6		(13,424	)		(13,979	)		—			—
Other expenses				(1,202	)		(1,210	)		(27	)		(32	)
Transaction charges				(2,743	)		(2,663	)		—			—
System costs				(1,106	)		(1,021	)		—			—
Salaries and wages				(10,851	)		(10,054	)		—			—
Customer rebates				(637	)		(287	)		—			—
Advertising and promotional expense				(1,181	)		(1,157	)		—			—
Bad debts expense				(2,254	)		(2,340	)		—			—
Professional fee expense				(1,464	)		(1,131	)		—			(48	)
Management fee				(850	)		(1,770	)		—			—
Postage				(582	)		(532	)		—			—
Premises expense				(1,550	)		(1,213	)		—			—
Terminal trading charges				(453	)		(567	)		—			—
Finance costs		6		(16,516	)		(22,242	)		(14,216	)		(20,037	)
Profit/(loss) before income tax				2,577			(1,898	)		(14,243	)		(20,117	)
Income tax (expense)/credit		7		(1,113	)		(2,008	)		4,273			6,021
Profit/(loss) from continuing operations				1,464			(3,906	)		(9,970	)		(14,096	)
Profit/(loss) for the year				1,464			(3,906	)		(9,970	)		(14,096	)
Other comprehensive income for the year				—			—			—			—
Total comprehensive income/(loss) for the year				1,464			(3,906	)		(9,970	)		(14,096	)
				1,464			(3,906	)		(9,970	)		(14,096	)
Total comprehensive income/(loss) for the year is attributable to:
Owners of RD Card Holdings Australia Pty Limited				1,464			(3,906	)		(9,970	)		(14,096	)
				1,464			(3,906	)		(9,970	)		(14,096	)
			Cents			Cents
Earnings per share for profit from continuing operations attributable to the ordinary equity holders of the company:
Basic earnings per share		32		1.98			(5.29	)
Diluted earnings per share		32		1.98			(5.29	)
			Cents			Cents
Earnings per share for profit attributable to the ordinary equity holders of the company:
Basic earnings per share		32		1.98			(5.29	)
Diluted earnings per share		32		1.98			(5.29	)

The above statements of comprehensive income should be read in conjunction with the accompanying notes.

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RD Card Holdings Australia Pty Limited
Statements of financial position
As at 31 December 2009

			Consolidated						Parent entity
			2009			2008			2009			2008
	Notes		$’000			$’000			$’000			$’000
ASSETS
Current assets
Cash and cash equivalents		8		8,660			5,871			—			—
Trade and other receivables		9		86,313			84,454			17,605			11,197
Inventories		10		268			239			—			—
Current tax receivables				—			175			—			175
Total current assets				95,241			90,739			17,605			11,372
Non-current assets
Investments		11		—			—			295,454			295,454
Property, plant and equipment		12		2,638			3,385			—			—
Deferred tax assets		13		3,457			968			—			251
Intangible assets		14		243,075			251,870			—			—
Total non-current assets				249,170			256,223			295,454			295,705
Total assets				344,411			346,962			313,059			307,077
LIABILITIES
Current liabilities
Trade and other payables		15		138,355			107,497			143,547			92,501
Borrowings		16		11,353			8,226			8,024			7,292
Current tax liabilities				1,960			—			1,960			—
Provisions		17		748			981			—			—
Total current liabilities				152,416			116,704			153,531			99,793
Non-current liabilities
Borrowings				121,015			158,487			119,987			157,522
Deferred tax liabilities		18		1,091			3,433			670			921
Provisions		19		384			297			—			—
Total non-current liabilities				122,490			162,217			120,657			158,443
Total liabilities				274,906			278,921			274,188			258,236
Net assets				69,505			68,041			38,871			48,841
EQUITY
Contributed equity		20		73,864			73,864			73,864			73,864
Accumulated losses		21		(4,359	)		(5,823	)		(34,993	)		(25,023	)
Total equity				69,505			68,041			38,871			48,841

The above statements of financial position should be read in conjunction with the accompanying notes.

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RD Card Holdings Australia Pty Limited
Statements of changes in equity
For the year ended 31 December 2009

			Contributed		Accumulated			Total
			equity		losses			equity
Consolidated	Notes		$’000		$’000			$’000
Balance at 1 January 2008				73,864		(1,917	)		71,947
Total comprehensive (loss) for the year		21		—		(3,906	)		(3,906	)
Balance at 31 December 2008				73,864		(5,823	)		68,041
Balance at 1 January 2009				73,864		(5,823	)		68,041
Total comprehensive income for the year		21		—		1,464			1,464
Balance at 31 December 2009				73,864		(4,359	)		69,505

			Contributed		Accumulated			Total
			equity		losses			equity
Parent entity	Notes		$’000		$’000			$’000
Balance at 1 January 2008				73,864		(10,927	)		62,937
Total comprehensive (loss) for the year		21		—		(14,096	)		(14,096	)
Balance at 31 December 2008				73,864		(25,023	)		48,841
Balance at 1 January 2009				73,864		(25,023	)		48,841
Total comprehensive (loss) for the year		21		—		(9,970	)		(9,970	)
Balance at 31 December 2009				73,864		(34,993	)		38,871

The above statements of changes in equity should be read in conjunction with the accompanying notes.

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RD Card Holdings Australia Pty Limited
Statements of cash flows
For the year ended 31 December 2009

			Consolidated						Parent entity
			2009			2008			2009			2008
	Notes		$’000			$’000			$’000			$’000
Cash flows from operating activities
Receipts from customers (inclusive of goods and services tax)				997,178			1,185,358			—			—
Payments to suppliers and employees (inclusive of goods and services tax)				(958,662	)		(1,141,962	)		(27	)		(34	)
				38,516			43,396			(27	)		(34	)
Interest received				62			399			—			—
Borrowing costs				(23,773	)		(33,269	)		(21,464	)		(31,064	)
Income taxes refund/(paid)				(3,813	)		1,170			(3,813	)		1,170
Net cash inflow (outflow) from operating activities		31		10,992			11,696			(25,304	)		(29,928	)
Cash flows from investing activities
Payments for property, plant and equipment				(1,115	)		(756	)		—			—
Payments for intangible assets				(2,769	)		(3,114	)		—			—
Proceeds from sale of property, plant and equipment				2			77			—			—
Net cash (outflow) from investing activities				(3,882	)		(3,793	)		—			—
Cash flows from financing activities
Net proceeds/(repayment) of related party borrowings				30,697			(6,781	)		62,107			33,479
Net proceeds/(repayment) of external borrowings				(36,803	)		(3,551	)		(36,803	)		(3,551	)
Repayment of lease liabilities				(355	)		(474	)		—			—
Net cash (outflow) inflow from financing activities				(6,461	)		(10,806	)		25,304			29,928
Net increase/(decrease) in cash and cash equivalents				649			(2,903	)		—			—
Cash and cash equivalents at the beginning of the financial year				5,354			8,257			—			—
Cash and cash equivalents at end of year		8		6,003			5,354			—			—

The above statements of cash flows should be read in conjunction with the accompanying notes.

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009

Contents of the notes to the financial statements

		Page
1	Summary of significant accounting policies		7
2	Financial risk management		15
3	Critical accounting estimates and judgements		16
4	Segment information		17
5	Revenue		18
6	Expenses		18
7	Income tax expense		19
8	Current assets — Cash and cash equivalents		20
9	Current assets — Trade and other receivables		20
10	Current assets — Inventories		22
11	Non-current assets — Investments		22
12	Non-current assets — Property, plant and equipment		22
13	Non-current assets — Deferred tax assets		23
14	Non-current assets — Intangible assets		23
15	Current liabilities — Trade and other payables		24
16	Current liabilities — Borrowings		24
17	Current liabilities — Provisions		24
18	Non-current liabilities — Deferred tax liabilities		24
19	Non-current liabilities — Provisions		25
20	Contributed equity		25
21	Accumulated losses		25
22	Dividends		26
23	Key management personnel disclosures		26
24	Remuneration of auditors		27
25	Contingencies		27
26	Commitments		27
27	Related party transactions		27
28	Subsidiaries		29
29	Deed of cross guarantee		29
30	Events occurring after the end of the reporting period		31
31	Reconciliation of profit/(loss) after income tax to net cash inflow/(outflow) from operating activities		31
32	Earnings per share		32

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements include separate financial statements for RD Card Holdings Australia Pty Limited as an individual entity and the consolidated entity consisting of RD Card Holdings Australia Pty Limited and its subsidiaries.

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and Urgent Issues Group Interpretations.

Compliance with IFRS

The consolidated financial statements of the RD Card Holdings Australia Pty Limited group and the separate financial statements of RD Card Holdings Australia Pty Limited also comply with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss, certain classes of property, plant and equipment and investment property.

Critical accounting estimates

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 3.

Financial statement presentation

The Group has applied the revised AASB 101Presentation of Financial Statementswhich became effective on 1 January 2009. The revised standard requires the separate presentation of statements of comprehensive income and statements of changes in equity. All non-owner changes in equity must now be presented in the statements of comprehensive income. As a consequence, the Group had to change the presentation of its financial statements. Comparative information has been re-presented so that it is also in conformity with the revised standard.

Capital deficiency

As at 31 December 2009, the Group, has a working capital deficiency of $57,175k (2008: $25,965k).The Group has experienced operating profits after income tax from continuing operations during the financial year ending on that date of $1,464k (2008: losses of $3,906k). The directors of RD Card Holdings Limited have given an undertaking that repayment of inter-company current account amounts will be subordinated in favour of all other creditors and RD Card Holdings Limited has accepted the responsibility of providing and undertakes to provide sufficient financial assistance to the Group as and when it is needed to enable the Group to continue its operations and fulfil all of its financial obligations now and in the future. The undertaking is provided for a minimum period of twelve months from 2 July 2010.

In the event of a sale of the Group within twelve months from the date of the letter of support, the letter of support will be rescinded on the date of sale. The ability of the Group to then continue as a going concern will be dependent upon whether the new owners will be able to support the Group or the Group obtains financing to support itself as a going concern entity.

As a result of the above matters, there is substantial doubt whether the Group will continue as a going concern and, therefore, whether it will realise its assets and settle its liabilities and commitments in the normal course of business and at the amounts stated in the financial report. However, the directors of RD Card Holdings Australia Pty Limited, having received the letter of support from the parent entity, have prepared the financial report on a going concern basis. At this time, the directors of RD Card Holdings Australia Pty Limited are of the opinion that no asset is likely to be realised for an amount less than the amount at which it is recorded in the financial report at 31 December 2009. Accordingly, no adjustments have been made to the financial report relating to the recoverability and classification of the asset carrying amounts or the amounts and classification of liabilities that might be necessary should the Group not continue as a going concern.

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies (continued)

(b) Principles of consolidation

(i) Subsidiaries

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of RD Card Holdings Australia Pty Limited (“company” or “parent entity”) as at 31 December 2009 and the results of all subsidiaries for the year then ended. RD Card Holdings Australia Pty Limited and its subsidiaries together are referred to in this financial report as the Group or the consolidated entity.

Subsidiaries are all those entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one-half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group (refer to note 1(h)).

Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

Investments in subsidiaries are accounted for at cost in the individual financial statements of RD Card Holdings Australia Pty Limited.

The proportionate interests in the assets, liabilities and expenses of a joint venture operation have been incorporated in the financial statements under the appropriate headings.

(c) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

(d) Foreign currency translation

(i) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are presented in Australian dollars, which is RD Card Holdings Australia Pty Limited’s functional and presentation currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statements of comprehensive income.

(iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position

• income and expenses for each income statement and statement of comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions) and

• all resulting exchange differences are recognised in other comprehensive income.

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies (continued)

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold or any borrowings forming part of the net investment are repaid, a proportionate share of such exchange differences are reclassified to profit or loss, as part of the gain or loss on sale where applicable.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entities and translated at the closing rate.

(e) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Group’s activities as described below. The amount of revenue is not considered to be reliably measurable until all contingencies relating to the sale have been resolved. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

Revenue is recognised for the major business activities as follows:

(i) Card fee revenue

Card fee revenue is recognised when earned. Annual card fees charged in advance are deferred and brought to account over the period to which they relate.

(ii) Credit and service charges

Revenue, in the form of credit charges and service charges, is recognised when a transaction is charged to a customer’s account. Merchant services fee revenue is recognised on notification of a fuel or other sale by the merchant.

(f) Income tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of each reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for deductible temporary differences only if it is probable that future taxable amounts will be available to utilise those temporary differences.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

Tax consolidation legislation

RD Card Holdings Australia Pty Limited and its wholly-owned Australian controlled entities have implemented the tax consolidation legislation as of 18 December 2006.

The head entity, RD Card Holdings Australia Pty Limited, and the controlled entities in the tax consolidated group account for their own current and deferred tax amounts. These tax amounts are measured as if each entity in the tax consolidated group continues to be a stand alone taxpayer in its own right.

In addition to its own current and deferred tax amounts, RD Card Holdings Australia Pty Limited also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from controlled entities in the tax consolidated group.

Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the Group. Details about the tax funding agreement are disclosed in note 7.

Any difference between the amounts assumed and amounts receivable or payable under the tax funding agreement are recognised as a contribution to (or distribution from) wholly-owned tax consolidated entities.

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies (continued)

(g) Leases

Leases of property, plant and equipment where the Group, as lessee, has substantially all the risks and rewards of ownership are classified as finance leases (note 26). Finance leases are capitalised at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments. The corresponding rental obligations, net of finance charges, are included in other short-term and long-term payables. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the statements of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The property, plant and equipment acquired under finance leases is depreciated over the shorter of the asset’s useful life and the lease term.

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as lessee are classified as operating leases (note 26). Payments made under operating leases (net of any incentives received from the lessor) are charged to the statements of comprehensive income on a straight-line basis over the period of the lease.

(h) Business combinations

The purchase method of accounting is used to account for all business combinations, including business combinations involving entities or businesses under common control, regardless of whether equity instruments or other assets are acquired. Cost is measured as the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange plus costs directly attributable to the acquisition. Where equity instruments are issued in an acquisition, the fair value of the instruments is their published market price as at the date of exchange unless, in rare circumstances, it can be demonstrated that the published price at the date of exchange is an unreliable indicator of fair value and that other evidence and valuation methods provide a more reliable measure of fair value. Transaction costs arising on the issue of equity instruments are recognised directly in equity.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill (refer to note 1(n)). If the cost of acquisition is less than the Group’s share of the fair value of the identifiable net assets of the subsidiary acquired, the difference is recognised directly in the statements of comprehensive income, but only after a reassessment of the identification and measurement of the net assets acquired.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

(i) Impairment of assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

(j) Cash and cash equivalents

For the purpose of presentation in the statements of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statements of financial position.

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies (continued)

(k) Trade receivables

All trade debtors are recognised when transactions are processed and include both unbilled and billed amounts.

Collectibility of trade debtors is reviewed on an ongoing basis. All accounts over 180 days are written off immediately as bad debts expense.

(l) Inventories

(i) POS terminals

Terminals are carried at the lower of cost and net realisable value.

(m) Property, plant and equipment

Property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the statements of comprehensive income during the reporting period in which they are incurred.

Increases in the carrying amounts arising on revaluation of land and buildings are credited, net of tax, to other reserves in shareholders’ equity. To the extent that the increase reverses a decrease previously recognised in profit or loss, the increase is first recognised in profit or loss. Decreases that reverse previous increases of the same asset are first charged against revaluation reserves directly in equity to the extent of the remaining reserve attributable to the asset; all other decreases are charged to the statements of comprehensive income. Each year, the difference between depreciation based on the revalued carrying amount of the asset charged to the statements of comprehensive income and depreciation based on the asset’s original cost, net of tax, is transferred from the property, plant and equipment revaluation reserve to retained earnings.

The cost of improvements to or on leasehold properties is amortised over the unexpired period of the lease or the estimated useful life of the improvement to the Group, whichever is the shorter.

Depreciation is calculated using the straight line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives, as follows:

	2009			2008
— Plant and equipment	3-5 years			3-5 years
— Leasehold improvements		15	%		15	%

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (note 1(i)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the statements of comprehensive income. When revalued assets are sold, it is Group policy to transfer the amounts included in other reserves in respect of those assets to retained earnings.

(n) Intangible assets

(i) Goodwill

Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate at the date of acquisition. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill on acquisitions of associates is included in investments in associates. Goodwill is not amortised. Instead, goodwill is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing.

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies (continued)

(ii) Brands

Brands have a finite useful life and are carried at cost less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the cost of brands and licences over their estimated useful lives, which vary from 10 to 20 years.

(iii) Customer contracts

Customer contracts acquired as part of a business combination are recognised separately from goodwill. The customer contracts are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the cost over the period of the expected benefit which vary from 5 to 18 years.

(iv) Customer relationships

Customer relationships acquired as part of a business combination are recognised separately from goodwill. The customer relationships are carried at their fair value at the date of acquisition less accumulated amortisation and impairment losses. Amortisation is calculated using the straight line method to allocate the cost over the period of the expected benefit which is 13 years.

(v) Software development

Software development relates to software which has been internally developed. Software development is stated at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the cost over the period of the expected benefit which is 5 years.

(vi) Software licence

Software licences have a finite useful life and are carried at cost less accumulated amortisation and impaired losses. Amortisation is calculated using the straight line method to allocate the cost of the licences over their estimated useful lives which is 3 years.

(vii) Technology

This relates to the giftvouchers.com database and the website. They have an estimated useful life of 10 years.

(o) Trade and other payables

All merchant and other payables are recognised when transactions are processed and are paid in accordance with the terms agreed by the merchant upon joining or the supplier. Payment dates and rates may vary from merchant to merchant.

Where it is not possible to identify merchant details, unclaimed monies are recorded separately and recognised as income over a period of six years in accordance with the relevant state legislation on unclaimed monies law in accordance with external legal advice.

(p) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the statements of comprehensive income over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities, which are not an incremental cost relating to the actual draw-down of the facility, are recognised as prepayments and amortised on a straight-line basis over the term of the facility.

Borrowings are removed from the statements of financial position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in other income or other expenses.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of each reporting period.

(q) Borrowing costs

Borrowing costs incurred for the construction of any qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed.

-12-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies (continued)

(r) Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount has been reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of each reporting period. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

(s) Employee benefits

(i) Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave expected to be settled within 12 months of the end of each reporting period are recognised in other payables in respect of employees’ services up to the end of each reporting period and are measured at the amounts expected to be paid when the liabilities are settled.

(ii) Long service leave

The liability for long service leave is recognised in the provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of each reporting period using the projected unit credit method. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the end of each reporting period on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

(iii) Retirement benefit obligations

Contributions to the defined contribution fund are recognised as an expense as they become payable. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available.

(t) Contributed equity

Ordinary shares are classified as equity.

(u) Dividends

Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the financial year but not distributed at balance date.

(v) Earnings per share

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

• the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares

• by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares .

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and

• the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

-13-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

1 Summary of significant accounting policies (continued)

(w) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of associated GST, unless the GST incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of GST receivable or payable. The net amount of GST recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statements of financial position.

Cash flows are presented on a gross basis. The GST components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flows.

(x) Rounding of amounts

The company is of a kind referred to in Class order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the financial report. Amounts in the financial report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, the nearest dollar.

(y) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2009 reporting periods. The Group’s and the parent entity’s assessment of the impact of these new standards and interpretations is set out below.

(i) AASB 9Financial Instrumentsand AASB 2009-11Amendments to Australian Accounting Standards arising from AASB 9(effective for annual reporting periods beginning on or after 1 January 2013)

AASB 9 addresses the classification and measurement of financials assets and is likely to affect the group’s accounting for its financial assets. The standard is not applicable until 1 January 2013 and the group is yet to assess its full impact.

-14-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

2 Financial risk management

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk). The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects of the financial performance of the Group.

Risk management is carried out by a central treasury department. Group treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating units.

The group and the parent entity hold the following financial instruments:

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Financial assets
Cash and cash equivalents		8,660		5,871		—		—
Trade and other receivables		86,313		84,454		17,605		11,197
		94,973		90,325		17,605		11,197
Financial liabilities
Trade and other payable		138,355		107,497		143,547		92,501
Borrowings — currrent		11,353		8,226		8,024		7,292
Borrowings — non-current		121,015		158,487		119,987		157,522
		270,723		274,210		271,558		257,315

(a) Market risk

(i) Foreign exchange risk

The Group’s exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollar, was as follows:

	31 December			31 December
	2009			2008
	GBP			GBP
	$’000			$’000
Intercompany receivables		—			68,915
Intercompany loans		(22,732,015	)		(8,373,120	)

(ii) Price risk

The Group is not exposed to any material commodity and equity securities price risk.

(iii) Cash flow and fair value interest rate risk

	31 December 2009						31 December 2008
	Weighted						Weighted
	average						average
	interest rate			Balance			interest rate			Balance
	%			$’000			%			$’000
Bank overdrafts		9.6	%		(2,657	)		9.9	%		(517	)
Bank loans		7.4	%		(129,711	)		10.4	%		(166,196	)
Net exposure to cash flow interest rate risk					(132,368	)					(166,713	)

(b) Credit risk

The Group does not have any material credit risk exposure to any single receivable or group of receivables under financial instruments entered into by the Group.

-15-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

2 Financial risk management (continued)

(c) Liquidity risk

The Group manages liquidity risk by monitoring forecast cash flows.

(d) Fair value measurements

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

3 Critical accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

(a) Critical accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

(i) Estimated impairment of goodwill

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 1(n). The recoverable amounts of cash-generating units have been determined based on value-in-use calculations. These calculations require the use of assumptions.

-16-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

4 Segment information

(a) Description of segments

Business segments

The consolidated entity is organised on a global basis into the following divisions by product and service type.

The management team considers the business from a service/product perspective and has identified two reportable segments. Fuel segment which consists of Retail Decisions Pty Ltd and Motorcharge Limited, the main card brands are Motorpass and Motorcharge. The other segment is Prepaid; all prepaid transactions for the Australian programs are recorded under this segment.

(b) Primary reporting format — business segments

							All other			Consolidated
	Fuel card			Gift card			segments			total
2009	$’000			$’000			$’000			$’000
Segment revenue
Sales to external customers/merchants		44,274			11,332			—			55,606
Other revenue		1,784			—			—			1,784
Total segment revenue		46,058			11,332			—			57,390
Segment result
Segment result		16,594			226			(14,243	)		2,577
Income tax expense		(7,110	)		1,724			4,273			(1,113	)
Profit for the year		9,484			1,950			(9,970	)		1,464
Segment assets and liabilities
Segment assets		131,760			14,456			198,195			344,411
Unallocated assets											—
Total assets											344,411
Segment liabilities		(66,309	)		(2,939	)		(205,658	)		(274,906	)
Unallocated liabilities											—
Total liabilities											(274,906	)

							All other			Consolidated
	Fuel card			Gift card			segments			total
2008	$’000			$’000			$’000			$’000
Segment revenue
Sales to external customers		46,741			10,349			—			57,090
Other revenue		1,178			—			—			1,178
Total segment revenue		47,919			10,349			—			58,268
Segment result
Segment result		20,176			(1,957	)		(20,117	)		(1,898	)
Income tax expense		(8,225	)		196			6,021			(2,008	)
Profit for the year		11,951			(1,761	)		(14,096	)		(3,906	)
Segment assets and liabilities
Segment assets		129,833			7,235			209,894			346,962
Unallocated assets											—
Total assets											346,962
Segment liabilities		(62,785	)		(3,588	)		(212,548	)		(278,921	)
Unallocated liabilities											—
Total liabilities											(278,921	)

-17-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

5 Revenue

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
From continuing operations
Sales revenue
Card and management fees		22,174		20,932		—		—
Merchant service fees		14,764		17,784		—		—
Credit and late payment charges		4,492		5,324		—		—
Merchant suspense income		1,991		1,910		—		—
Terminal trading		948		1,072		—		—
Gift card and vouchers income		11,237		10,068		—		—
		55,606		57,090		—		—
Other revenue
Interest received/receivable		110		399		—		—
Net gain on disposal of property, plant and equipment		1		3		—		—
Other operating revenue		1,673		776		—		—
		1,784		1,178		—		—
		57,390		58,268		—		—

6 Expenses

	Consolidated						Parent entity
	2009			2008			2009			2008
	$’000			$’000			$’000			$’000
Profit before income tax includes the following specific expenses:
Depreciation
Plant and equipment		1,599			299			—			—
Leasehold improvements		262			82			—			—
Total depreciation		1,861			381			—			—
Amortisation
Software licences		124			102			—			—
Software development		123			234			—			—
Technology		722			836			—			—
Brands		1,827			2,090			—			—
Customer contracts		7,275			8,843			—			—
Customer relationships		1,492			1,493			—			—
Total amortisation		11,563			13,598			—			—
Finance costs
Interest and finance charges paid/payable		22,920			25,311			20,620			23,106
Exchange (gains) on foreign currency borrowings		(6,404	)		(3,069	)		(6,404	)		(3,069	)
		16,516			22,242			14,216			20,037
Rental expense relating to operating leases
Minimum lease payments		659			623			—			—

-18-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

7 Income tax expense

	Consolidated						Parent entity
	2009			2008			2009			2008
	$’000			$’000			$’000			$’000
(a) Income tax expense
Current tax		5,943			2,714			(4,273	)		(6,691	)
Deferred tax		(4,831	)		(554	)		—			670
(Over) provided in prior years		1			(152	)		—			—
		1,113			2,008			(4,273	)		(6,021	)
Deferred income tax (revenue) expense included in income tax expense comprises:
(Increase)/decrease in deferred tax assets (note 13)		(2,489	)		(403	)		251			(251	)
(Decrease)/increase in deferred tax liabilities (note 18)		(2,342	)		(151	)		(251	)		921
		(4,831	)		(554	)		—			670
(b) Numerical reconciliation of income tax expense to prima facie tax payable
Profit/(loss) from continuing operations before income tax expense		2,577			(1,898	)		(14,243	)		(20,117	)
Tax at the Australian tax rate of 30% (2008 - 30%)		773			(569	)		(4,273	)		(6,035	)
Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Amortisation of intangibles		373			2,559			—			—
Entertainment		14			3			—			—
Sundry items		(47	)		15			—			14
Income tax expense		1,113			2,008			(4,273	)		(6,021	)

(c) Tax consolidation legislation

RD Card Holdings Australia Pty Limited and its wholly-owned Australian controlled entities implemented the tax consolidation legislation from 18 December 2006. The accounting policy in relation to this legislation is set out in note 1(f).

On adoption of the tax consolidation legislation, the entities in the tax consolidated group entered into a tax sharing agreement which, in the opinion of the directors, limits the joint and several liability of the wholly-owned entities in the case of a default by the head entity, RD Card Holdings Australia Pty Limited.

The entities have also entered into a tax funding agreement under which the wholly-owned entities fully compensate RD Card Holdings Australia Pty Limited for any current tax payable assumed and are compensated by RD Card Holdings Australia Pty Limited for any current tax receivable and deferred tax assets relating to unused tax losses or unused tax credits that are transferred to RD Card Holdings Australia Pty Limited under the tax consolidation legislation. The funding amounts are determined by reference to the amounts recognised in the wholly-owned entities’ financial statements.

-19-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

8 Current assets — Cash and cash equivalents

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Cash at bank and in hand		8,660		5,871		—		—

(a) Reconciliation to cash at the end of the year

The above figures are reconciled to cash at the end of the financial year as shown in the statement of cash flows as follows:

	Consolidated						Parent entity
	2009			2008			2009		2008
	$’000			$’000			$’000		$’000
Balances as above		8,660			5,871			—		—
Bank overdrafts (note 16)		(2,657	)		(517	)		—		—
Balances per statement of cash flows		6,003			5,354			—		—

(b) Interest rate risk exposure

The Group’s and the parent entity’s exposure to interest rate risk is discussed in note 2.

(c) Fair value

The carrying amount for cash and cash equivalents equals the fair value.

9 Current assets — Trade and other receivables

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Trade receivables		82,582		81,557		—		—
Related party receivable		1,018		182		—		—
Tax related amounts owing from related entity		—		—		17,605		11,197
Finance lease receivables		85		—		—		—
Other receivables		2,094		2,338		—		—
Prepayments		534		377		—		—
		86,313		84,454		17,605		11,197

* All accounts over 180 days are written off immediately as bad debts expense.

-20-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

9 Current assets — Trade and other receivables (continued)

(a) Impaired trade receivables

As at 31 December 2009 current trade receivables of the Group with a nominal value of $250,156 (2008 — $30,396) were impaired. The amount of the provision was $250,156 (2008 - $30,396). The individually impaired receivables mainly relate to customers, which are in unexpectedly difficult economic situations. It was assessed that a portion of the receivables is expected to be recovered. There were no impaired trade receivables for the parent in 2009 or 2008.

The ageing of these receivables is as follows:

	Consolidated
	2009		2008
	$’000		$’000
1 to 3 months		250		30
		250		30

(b) Past due but not impaired

As of 31 December 2009, trade receivables of $2,584,945 (2008 — $3,531,874) were past due but not impaired. These relate to number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Up to 3 months		1,998		2,698		—		—
3 to 6 months		544		772		—		—
		2,542		3,470		—		—

The other classes within trade and other receivables do not contain impaired assets and are not past due. Based on the credit history of these other classes, it is expected that these amounts will be received when due. The Group does not hold any collateral in relation to these receivables.

(c) Other receivables

These amounts generally arise from transactions outside the usual operating activities of the Group. Interest may be charged at commercial rates where the terms of repayment exceed six months. Collateral is not normally obtained. For the parent entity, these are receivables from tax consolidated entities under the tax funding agreement, see note 7(c) and note 27(e).

(d) Foreign exchange and interest rate risk

Refer to for an analysis of Group’s exposure to foreign currency risk in relation to trade and other receivables.

Information about the Group’s and the parent entity’s exposure to exposure to foreign currency risk and interest rate risk in relation to trade and other receivables is provided in note 2.

(e) Fair value and credit risk

Due to the short-term nature of these receivables, their carrying amount is assumed to approximate their fair value.

The maximum exposure to credit risk at the end of each reporting period is the carrying amount of each class of receivables mentioned above. The fair value of securities held for certain trade receivable is insignificant as is the fair value of any collateral sold or repledged. Refer to note 2 for more information on the risk management policy of the Group and the credit quality of the entity’s trade receivables.

-21-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

10 Current assets — Inventories

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Card stock		268		239		—		—

11 Non-current assets — Investments

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Shares in subsidiaries		—		—		295,454		295,454

12 Non-current assets — Property, plant and equipment

	Plant and			Leasehold			Leased plant			Terminals
	equipment			improvements			& equipment			on rental			Total
Consolidated	$’000			$’000			$’000			$’000			$’000
At 1 January 2008
Cost		5,008			792			118			1,600			7,518
Accumulated depreciation		(3,833	)		(559	)		(42	)		—			(4,434	)
Net book amount		1,175			233			76			1,600			3,084
Year 31 December 2008
Opening net book amount		1,175			233			76			1,600			3,084
Additions		415			341			—			—			756
Disposals		—			—			(74	)		—			(74	)
Depreciation charge		(248	)		(82	)		(2	)		(49	)		(381	)
Closing net book amount		1,342			492			—			1,551			3,385
At 31 December 2008
Cost		5,423			1,133			—			1,600			8,156
Accumulated depreciation		(4,081	)		(641	)		—			(49	)		(4,771	)
Net book amount		1,342			492			—			1,551			3,385
Year 31 December 2009
Opening net book amount		1,342			492			—			1,551			3,385
Additions		442			—			742			—			1,184
Disposals		(1	)		(69	)		—			—			(70	)
Depreciation charge		(588	)		(262	)		(9	)		(1,002	)		(1,861	)
Closing net book amount		1,195			161			733			549			2,638
At 31 December 2009
Cost		5,857			1,064			742			1,600			9,263
Accumulated depreciation		(4,662	)		(903	)		(9	)		(1,051	)		(6,625	)
Net book amount		1,195			161			733			549			2,638

-22-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

13 Non-current assets — Deferred tax assets

	Consolidated				Parent entity
	2009		2008		2009			2008
	$’000		$’000		$’000			$’000
Deferred tax asset		3,457		968		—			251
Movements:
Opening balance at 1 January		968		565		251			—
Credited/(charged) to the statements of comprehensive income (note 7)		2,489		403		(251	)		251
Closing balance at 31 December		3,457		968		—			251

14 Non-current assets — Intangible assets

													Software
							Customer			Customer			Licence			Software
	Brands			Goodwill			contracts			relationships			Fee			D’ment			Technology			Total
Consolidated	$’000			$’000			$’000			$’000			$’000			$’000			$’000			$’000
At 1 January 2008
Cost		18,266			121,744			110,566			19,391			458			2,133			3,667			276,225
Accumulated amortisation and impairment		(1,827	)		(2,012	)		(7,275	)		(1,492	)		(247	)		(579	)		(439	)		(13,871	)
Net book amount		16,439			119,732			103,291			17,899			211			1,554			3,228			262,354
Year 31 December 2008
Opening net book amount		16,439			119,732			103,291			17,899			211			1,554			3,228			262,354
Additions		—			—			—			2			2			2,077			1,033			3,114
Amortisation charge		(2,090	)		—			(8,843	)		(1,493	)		(102	)		(234	)		(836	)		(13,598	)
Closing net book amount		14,349			119,732			94,448			16,408			111			3,397			3,425			251,870
At 31 December 2008
Cost		18,266			121,744			110,566			19,391			459			4,210			4,702			279,338
Accumulated amortisation		(3,917	)		(2,012	)		(16,118	)		(2,983	)		(348	)		(813	)		(1,277	)		(27,468	)
Net book amount		14,349			119,732			94,448			16,408			111			3,397			3,425			251,870
Year 31 December 2009
Opening net book amount		14,349			119,732			94,448			16,408			111			3,397			3,425			251,870
Additions		—			—			—			—			13			1,998			757			2,768
Amortisation charge		(1,827	)		—			(7,275	)		(1,492	)		(124	)		(123	)		(722	)		(11,563	)
Closing net book amount		12,522			119,732			87,173			14,916			—			5,272			3,460			243,075
At 31 December 2009
Cost		18,266			121,744			110,566			19,391			472			6,208			5,460			282,107
Accumulated amortisation		(5,744	)		(2,012	)		(23,393	)		(4,475	)		(472	)		(936	)		(2,000	)		(39,032	)
Net book amount		12,522			119,732			87,173			14,916			—			5,272			3,460			243,075

-23-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

15 Current liabilities — Trade and other payables

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Trade payables		43,734		42,909		—		—
Amounts owing to related entities		90,299		58,766		141,222		89,332
Accrued expenses		2,324		3,169		2,325		3,169
Deferred revenue		238		370		—		—
Other payables		1,760		2,283		—		—
		138,355		107,497		143,547		92,501

(a) Risk exposure

Information about the Group’s and the parent entity’s exposure to foreign exchange risk is provided in note 2.

16 Current liabilities — Borrowings

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Secured
Bank overdrafts		2,657		517		—		—
Bank loans		8,696		7,709		8,024		7,292
		11,353		8,226		8,024		7,292

(a) Risk exposures

Details of the Group’s exposure to risks arising from current and non-current borrowings are set out in note 2.

17 Current liabilities — Provisions

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$��000		$’000
Employee benefits		748		624		—		—
Professional fees		—		332		—		—
Other provisions		—		25		—		—
		748		981		—		—

18 Non-current liabilities — Deferred tax liabilities

	Consolidated						Parent entity
	2009			2008			2009			2008
	$’000			$’000			$’000			$’000
Provision for deferred income tax		1,091			3,433			670			921
Movements:
Opening balance at 1 January		3,433			3,584			921			—
(Credited)/charged to the statements of comprehensive income (note 7)		(2,342	)		(151	)		(251	)		921
Closing balance at 31 December		1,091			3,433			670			921

-24-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

19 Non-current liabilities — Provisions

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Employee benefits		384		297		—		—

20 Contributed equity

	Parent entity entity				Parent entity entity
	2009		2008		2009		2008
	Shares		Shares		$’000		$’000
(a) Share capital
Ordinary shares Fully paid		73,863,794		73,863,794		73,864		73,864

(b) Ordinary shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

21 Accumulated losses

Movements in accumulated losses were as follows:

	Consolidated						Parent entity
	2009			2008			2009			2008
	$’000			$’000			$’000			$’000
Balance 1 January		(5,823	)		(1,917	)		(25,023	)		(10,927	)
Net profit/(loss) for the period		1,464			(3,906	)		(9,970	)		(14,096	)
Balance 31 December		(4,359	)		(5,823	)		(34,993	)		(25,023	)

-25-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

22 Dividends

(a) Ordinary shares

No dividends have been declared or paid during the financial year ended 31 December 2009 (2008: $nil).

23 Key management personnel disclosures

(a) Directors

The following persons were directors of RD Card Holdings Australia Pty Limited during the financial year:

C Clump
D Howell
M Smallman

(b) Key management personnel compensation

	Consolidated				Parent entity
	2009		2008		2009		2008
	$		$		$		$
Short-term employee benefits		2,895,724		2,045,982		—		—
Post-employment employee benefits		247,633		174,403		—		—
		3,143,357		2,220,385		—		—

-26-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

24 Remuneration of auditors

During the year the following fees were paid or payable for services provided by the auditor of the parent entity, its related practices and non-related audit firms:

	Consolidated				Parent entity
	2009		2008		2009		2008
	$		$		$		$
(a) Audit services
PricewaterhouseCoopers Australian firm Audit and review of financial reports		284,000		205,318		14,000		14,000

25 Contingencies

There are no contingent liabilities requiring disclosure.

26 Commitments

	Consolidated				Parent entity
	2009		2008		2009		2008
	$’000		$’000		$’000		$’000
Commitments in relation to leases contracted for at the end of each reporting period but not recognised as liabilities, payable:
Within one year		395		658		—		—
Later than one year but not later than five years		—		368		—		—
		395		1,026		—		—
Representing:
Non-cancellable operating leases		395		1,026		—		—

27 Related party transactions

(a) Parent entities

The parent entity within the Group is RD Card Holdings Pty Limited. The ultimate parent entity is Palamon Capital Partners LP (incorporated in the Scotland) which at 31 December 2009 owns 100% (2008 — 100%) of the issued ordinary shares of RD Card Holdings Australia Pty Limited.

(b) Subsidiaries

Interests in subsidiaries are set out in note 28.

(c) Key management personnel

Disclosure relating to key management personnel are set out in note 23.

-27-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

27 Related party transactions (continued)

(d) Transactions with related parties

The following transactions occurred with related parties:

	Consolidated				Parent entity
	2009		2008		2009		2008
	$		$		$		$
Sales of goods and services
UK Web Hosting		84,167		79,176		—		—
		84,167		79,176		—		—
Purchases of goods
ReD Shield Service Fee		8,894		—		—		—
		8,894		—		—		—

(e) Outstanding balances arising from sales/purchases of goods and services

The following balances are outstanding at the end of the reporting period in relation to transactions with related parties:

	Consolidated				Parent entity
	2009		2008		2009		2008
	$		$		$		$
Current receivables (sales of goods and services)
Subsidiaries		1,070,457		182,566		—		—
Current payables (purchases of goods)
Other related parties		51,634		4,683,998		50,922,640		35,249,723

(f) Loans from related parties

	Consolidated						Parent entity
	2009			2008			2009			2008
	$			$			$			$
Loans from other related parties
Beginning of the year		54,082,064			48,597,957			54,082,064			48,597,957
Loans advanced		34,361,383			—			34,361,383			—
Interest charged		2,989,840			5,501,302			2,989,840			5,501,302
Withholding tax paid		(136,218	)		—			(136,218	)		—
Bank arrangement fee		—			893,257			—			893,257
FX adjustment		(997,528	)		(1,803,709	)		(997,528	)		(1,803,709	)
Waiver fee		—			893,257			—			893,257
End of year		90,299,541			54,082,064			90,299,541			54,082,064

There is no allowance account for impaired receivables in relation to any outstanding balances, and no expense has been recognised in respect of impaired receivables due from related parties.

-28-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

27 Related party transactions (continued)

(g) Guarantees

The parent entity has provided guarantees in respect of (see note 29 for details):

	Consolidated				Parent entity
	2009		2008		2009		2008
	$		$		$		$
Bank overdrafts and loans of subsidiaries (secured)		—		—		—		—

28 Subsidiaries

The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries in accordance with the accounting policy described in note 1(b):

			Equity holding
	Country of		2009		2008
Name of entity	incorporation	Class of shares	%		%
Retail Decisions Pty Ltd	Australia	Ordinary		100		100
Motorcharge Ltd*	Australia	Ordinary		100		100
ReD Prepaid Cards Pty Ltd Australia (Former E Com Industries Pty Ltd)*	Australia	Ordinary		100		100
Australian Card Services Pty Ltd (former Harpur Forecourt Services (Pty) Ltd)**	Australia	Ordinary		100		100
Australian Card Services Superannuation (Pty) Ltd**	Australia	Ordinary		100		100
Ebran Holdings Pty Ltd**	Australia	Ordinary		100		100
Motorcharge Operation New Zealand Ltd**	New Zealand	Ordinary		100		100

*	These subsidiaries have been granted relief from the necessity to prepare financial reports in accordance with Class Order 98/1418 issued by the Australian Securities and Investments Commission. For further information refer to note 29.
**	These subsidiaries remained dormant throughout the year and have not traded since their incorporation.

29 Deed of cross guarantee

Retail Decisions Pty Ltd, Motorcharge Ltd and ReD Prepaid Cards Australia Pty Ltd are parties to a deed of cross guarantee under which each company guarantees the debts of the others. By entering into the deed, the wholly-owned entities have been relieved from the requirement to prepare a financial report and directors’ report under Class Order 98/1418 (as amended) issued by the Australian Securities and Investments Commission.

(a) Consolidated statements of comprehensive income and a summary of movements in consolidated retained profits

The above companies represent a ‘Closed Group’ for the purposes of the Class Order, and as there are no other parties to the Deed of Cross Guarantee that are controlled by Retail Decisions Pty Ltd.

Set out below is a consolidated statements of comprehensive income and a summary of movements in consolidated retained profits for the year ended 31 December 2008 of the Closed Group consisting of Retail Decisions Pty Ltd, Motorcharge Ltd and ReD Prepaid Cards Australia Pty Ltd.

-29-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

29 Deed of cross guarantee (continued)

	2009			2008
	$’000			$’000
Statements of comprehensive income
Revenue from continuing operations		57,390			58,268
Employee benefits expense		(10,851	)		(10,054	)
Depreciation and amortisation expense		(4,663	)		(5,218	)
Finance costs		(2,300	)		(2,205	)
Other expenses		(13,995	)		(13,811	)
Profit before income tax		25,581			26,980
Income tax expense		(5,386	)		(8,029	)
Profit for the year		20,195			18,951
Summary of movements in consolidated retained profits
Retained profits at the beginning of the financial year		98,446			79,495
Profit for the year		20,195			18,951
Retained profits at the end of the financial year		118,641			98,446

(b) Statements of financial position

Set out below is a consolidated statements of financial position as at 31 December 2008 of the Closed Group consisting of Retail Decisions Pty Ltd, Motorcharge Ltd and ReD Prepaid Cards Australia Pty Ltd.

	2009		2008
	$’000		$’000
Current assets
Cash and cash equivalents		8,660		5,871
Trade and other receivables		137,236		119,704
Inventories		268		239
Total current assets		146,164		125,814
Non-current assets
Property, plant and equipment		2,638		3,385
Deferred tax assets		3,457		717
Intangible assets		43,129		43,162
Total non-current assets		49,224		47,264
Total assets		195,388		173,078

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RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

29 Deed of cross guarantee (continued)

	2009		2008
	$’000		$’000
Current liabilities
Trade and other payables		46,405		50,246
Borrowings		2,656		934
Current tax liabilities		17,605		11,197
Provisions		748		981
Total current liabilities		67,414		63,358
Non-current liabilities
Borrowings		1,028		965
Deferred tax liabilities		421		2,512
Provisions		384		297
Total non-current liabilities		1,833		3,774
Total liabilities		69,247		67,132
Net assets		126,141		105,946
Equity
Contributed equity		7,500		7,500
Retained profits		118,641		98,446
Total equity		126,141		105,946

30 Events occurring after the end of the reporting period

On the 30 July the shareholders of RD Card LTD sold their investment in the Australian region, RD Card Holdings Australia Pty Ltd and its subsidiaries. Final sale completion is scheduled for the 31 August 2010.

31 Reconciliation of profit/(loss) after income tax to net cash inflow/(outflow) from operating activities

	Consolidated						Parent entity
	2009			2008			2009			2008
	$’000			$’000			$’000			$’000
Profit/(loss) for the year		1,464			(3,906	)		(9,970	)		(14,096	)
Depreciation and amortisation		13,424			13,979			—			—
Bad debts expense		2,254			—			—			—
Net (gain) on sale of non-current assets		(1	)		(3	)		—			—
Net exchange differences		(6,404	)		(3,069	)		(6,404	)		(3,069	)
Change in operating assets and liabilities
(Increase)/decrease in trade and other receivables		(1,023	)		4,709			—			44
(Increase) in inventories		(29	)		—			—			—
(Increase)/decrease in deferred tax assets		(2,489	)		(403	)		251			(251	)
Increase/(decrease) in trade and other payables		4,149			(3,390	)		(4,657	)		(6,786	)
Increase (decrease) in provision for income taxes payable		2,135			3,731			(4,273	)		(6,691	)
(Decrease)/increase in deferred tax liabilities		(2,342	)		(151	)		(251	)		921
(Decrease)/increase in other provisions		(146	)		199			—			—
Net cash inflow/(outflow) from operating activities		10,992			11,696			(25,304	)		(29,928	)

-31-

RD Card Holdings Australia Pty Limited
Notes to the financial statements
31 December 2009
(continued)

32 Earnings per share

	Consolidated
	2009		2008
	Cents		Cents
Basic earnings per share		1.98		(5.29	)
Diluted earnings per share		1.98		(5.29	)

	Consolidated
	2009		2008
	$’000		$’000
Earnings		1,464		(3,906	)
Shares		73,864		73,864

-32-

RD Card Holdings Australia Pty Limited
Directors’ declaration
31 December 2009

In the directors’ opinion:

(a) the financial statements and notes set out on pages 1 to 32:

(i)	comply with Accounting Standards and other mandatory professional reporting requirements, and
(ii)	present fairly, in all material respects, the company’s and consolidated entity’s financial position as at 31 December 2009 and of their performance for the financial year ended on that date, and

(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable,and

This declaration is made in accordance with a resolution of the directors.

M Smallman
Director

Melbourne
30 August 2010

-33-

	PricewaterhouseCoopers
	ABN 52 780 433 757
	Freshwater Place
	2 Southbank Boulevard
	SOUTHBANK VIC 3006
	GPO Box 1331L
	MELBOURNE VIC 3001
	DX 77
	website: www.pwc.com/au
	Telephone +61 3 8603 1000
Report of Independent Auditors	Facsimile +61 3 8603 1999

To the board of directors and shareholders:

We have audited the accompanying consolidated statements of financial position of RD Card Holdings Australia Pty Ltd and its subsidiaries as of 31 December 2009 and 31 December 2008, and the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Our audit of the consolidated financial statements of RD Card Holdings Australia Pty Ltd and its subsidiaries was conducted for the purpose of forming an opinion on the consolidated financial statements taken as a whole. RD Card Holdings Australia Pty Ltd has included parent entity only information on the face of the consolidated financial statements and other parent entity only disclosures in the notes to the financial statements. Such parent entity only information is presented for purposes of additional analysis and is not a required part of the consolidated financial statements presented in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Such information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements, and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of RD Card Holdings Pty Ltd and its subsidiaries as of 31 December 2009 and 31 December 2008, and the results of their operations and their cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board as disclosed in Note 1(a).

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

PricewaterhouseCoopers

30 August 2010

Liability limited by a scheme approved under Professional Standards Legislation

-34-