FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Six Months Ended June 30, 2001
ATLAS PACIFIC LIMITED
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(Translation of registrant's name into English)
6 Rous Head Road, North Fremantle WA 6159
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F _______
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes __________ No X
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______
ATLAS PACIFIC LIMITED
A.C.N. 009 220 053
HALF YEAR FINANCIAL REPORT
30TH JUNE 2001
ATLAS PACIFIC LIMITED
AND ITS CONTROLLED ENTITIES
DIRECTORS' REPORT
The Directors present the financial report of Atlas Pacific Limited ("the
Company") and the consolidated accounts of the economic entity, being the
Company and its controlled entities for the half year ended 30th June 2001 and
the auditors' report thereon.
DIRECTORS
The Directors of the Company during or since the end of the half year are:
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Name Period of Directorship
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Alexander McBride Kerr, B.A., B.Sc. (Econ), M.A., Ph.D. Director since 31 August 1993
Chairman Chairman since 30 May 1997
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George Robert Warwick Snow, B.Ec., F.A.I.C.D. Director since 28 October 1997
Deputy Chairman
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Lucian Frederick Petersen, B.COM. (Economics), C.A. (S.A.), Director since 12 August 1999
A.C.M.A., C.A., M.A.I.C.D.
Managing Director
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Stephen John Arrow Director since 29 June 1999
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Walter Frederick James, M.I.E. (Aust), F.A.I.C.D. Director since 23 March 1999
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Admiral Raden Pandji Poernomo Director since 30 November 1995
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Joseph James Uel Taylor, B.Sc. (Biology), Ph.D. Director since 13 September 2000
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ACTIVITIES AND REVIEW OF OPERATIONS
The only activity of the economic entity is that of the development and
management of a pearl farming business located in Indonesia. There has been no
significant change in the activities of the economic entity since the last year
end report.
1. Profit Result
The Company is pleased to announce pre tax profit of $3,109,481(after tax
profit of $2,403,988) which was achieved on revenues of $5,646,850 for the
six months period ending 30/th/ June 2001. During the corresponding period
last year, ie, six months ended 30/th/ June 2000, the results were a profit
of $2,039,173 (after tax profit of $2,039,173) on revenues of $4,535,823.
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2. Seeded Oysters
The Company's technical programme continues to be an unqualified success. A
further three technicians are now being trained to ensure that we have
sufficient qualified people to allow for further expansion. By the end of
June this year, the team had operated 123,000 oysters or over 80% of the
150,000 oyster target. At least another 40,000 oysters will be seeded
during the remainder of the year thus we can expect to exceed the target of
150,000 set last year.
3. Harvests and Sales
During the 6 months ending 30 June 2001, the Company harvested 64,503
pearls and keshi pieces, of which 38,429 were quality product for sale.
10,051 remained on hand at the end of the last financial year. Since the
end of the last fiscal period and up to 30 June 2001, the Company has sold
a total of 30,475 pearls producing a total of $5,332,800. There remains a
further 44,079 pearls for sale, the bulk of which are expected to be sold
by September 2001. Our in-house technical team are responsible for
nucleating all of the pearls harvested this year and we are pleased to
advise that these pearls are significantly better in quality than those
produced by the contract technicians. This year $35,980 of pearl oyster
meat and mother-of-pearl has been sold.
4. Joint Farm Operations
Pearl sales from the Company's joint farm operations have generated
$162,149. A further 9,672 nucleated oysters remain to be harvested this
year.
5. Environmental Issues
It appears that Indonesia and elsewhere has entered an El Nino climatic
phase as was experienced in 1997. Our farm managers and biologists are
paying close attention to the situation and making every effort to ensure
that the health of the Project's oysters is treated with utmost importance.
The company continues to meet the environmental standards as required by
the Indonesian authorities.
6. Socio-Political Situation
The change in Presidency will undoubtedly influence the socio-political
situation in Indonesia and to date the response has been largely positive.
The Company maintains a constant watch on developments in Indonesia.
At a local level, the Company has employed a Community Relations Manager to
assist the continued development of links with the local community. This,
and other measures, have been taken to minimise the risk to employees and
the assets of the business in Indonesia.
7. Conclusion
The Company has continued to perform well against all of the commercial and
operational criteria of pearl farming. The directors extend their
appreciation to the Indonesian and expatriate employees who have worked so
well under difficult and demanding circumstances.
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SIGNIFICANT CHANGES
There have been no significant changes in the state of affairs of the
economic entity during the period.
OPTIONS
As at 30th June 2001, the Company had the following options outstanding:
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No. Options Date Exercisable Exercise Price
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800,000/2/ 01/01/01 - 31/12/02 30 cents
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8,062,500 14/10/99 - 14/10/02 30 cents
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200,000/2/ 01/01/01 - 01/01/03 42 cents
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170,000/1/,/2/ 01/01/02 - 31/12/03 34.5 cents
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1. Issued during the six months ended 30 June 2001.
2. These options are issued to executive directors and senior management. In
the event that they cease employment with the company, their options may be
cancelled at the discretion of the Board.
MATTERS SUBSEQUENT TO 30TH JUNE 2001
Mr. L. Petersen retires as a director and executive of the company as at 31
August 2001. In his place, Dr. J. Taylor will assume the position of Managing
Director.
Apart from the foregoing, there have been no matters or circumstances that
have arisen since the end of the half year which significantly affect the
operations of the economic entity, the results of those operations or the state
of affairs of the economic entity in subsequent financial periods. The results
of significant operation activities are made available to shareholders and other
interested parties through announcements to the Australian and Nasdaq Stock
Exchanges.
3
DIRECTORS' MEETINGS
The attendance at meetings of the Company's Directors including meetings of
the Audit and Executive Committees is shown below:
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Number of Directors' Audit Committee Executive Committee
Director Period Meetings Meetings Meetings
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Held Attended Held Attended Held Attended
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A. M. Kerr 01/01/01 - 30/06/01 3 3 1 1 2 2
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R. P. Poernomo 01/01/01 - 30/06/01 3 1 N/A N/A N/A N/A
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G. R. W. Snow 01/01/01 - 30/06/01 3 3 N/A N/A 2 2
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W. F. James 01/01/01 - 30/06/01 3 3 1 1 N/A N/A
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S. J. Arrow 01/01/01 - 30/06/01 3 3 N/A N/A N/A N/A
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L. F. Petersen 01/01/01 - 30/06/01 3 3 N/A N/A 2 2
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J. J. U. Taylor 01/01/01 - 30/06/01 3 2 N/A N/A N/A N/A
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As at the date of this report the economic entity has an audit committee,
the members of which are Mr W. F. James and Professor A.M. Kerr and an executive
committee, whose members are Professor A. M. Kerr, Mr G. R. W. Snow and Mr L. F.
Petersen. The Directors have the right, in connection with their duty and
responsibilities as directors, to seek independent professional advice at the
Company's expense.
DIRECTORS' BENEFITS
Pursuant to a lease agreement, Biron Corporation Limited, a company of
which Mr G. R. W. Snow is a substantial shareholder and director and of which Mr
W. F. James is a director, provided office accommodation and services for the
Australian based operations. An amount of $21,423 was paid to this company for
these services during the half year ended 30 June 2001 (6 months to 30 June 2000
- - $22,428).
Admiral R. P. Poernomo received an administrative/office rental fee on normal
commercial terms for the equivalent of $17,618 for the six months ending 30 June
2001 (6 months to 30 June 2000 - $9,952).
A company associated with Mr S. J. Arrow earned consultancy fees of $201,128
during the half year for the supply of technical expertise and training of pearl
nuclei operations and other pearling matters (6 months to 30 June 2000 -
$151,085).
Apart from the foregoing, since the previous financial year end, no Director of
the Company has received or has become entitled to receive a benefit (other than
the emoluments disclosed in the annual financial statements or the fixed salary
of a full-time employee of the Company) by reason of a contract made by the
Company or a related
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company with the Director or with a firm of which he is a member, or with a
company in which he has a substantial financial interest.
DIRECTORS' SHAREHOLDINGS AS AT 31 AUGUST 2001
The relevant interest of each Director in the share capital of the Company, as
notified by the Directors to the Australian Stock Exchange in accordance with
S205G of the Corporations Law, at the date of this report is as follows:
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Current Holding
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Ordinary Shares Convertible Notes Options
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Direct Indirect Direct Indirect Direct Indirect
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A. M. Kerr - 1,033,015 - - - 1,417,335/1/
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G. R. W. Snow - 9,217,163 - 4,758,581 - -
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L. F. Petersen - - - 100,000 200,000/2/ -
170,000/3/
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S. J. Arrow - 2,845,867 - - - -
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W. F. James - - - - - -
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R. P. Poernomo 1,075,000 215,000 - - 1,612,500/1/ 322,500/1/
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J. J. U. Taylor - 20,000 - - 200,000/4/ -
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Notes:-
1. Options exercisable at 30 cents on or before 14 October 2002.
2. Options exercisable at 42 cents on or before 1 January 2003.
3. Options exercisable at 34.5 cents between 1 January 2002 and 31 December
2003.
4. Options exercisable at 30 cents on or before 31 December 2002.
ON BEHALF OF THE BOARD
/s/ A. M. Kerr
A. M. KERR
Director
31 August 2001
5
ATLAS PACIFIC LIMITED
AND ITS CONTROLLED ENTITIES
PROFIT AND LOSS STATEMENT FOR THE HALF YEAR ENDED
30TH JUNE 2001
Consolidated
Note 2001 2000
$ $
Sales revenue 5,530,929 4,465,593
Other revenue 115,921 70,230
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Total operating revenue 5,646,850 4,535,823
============== ==============
Operating profit before income tax 3 3,109,481 2,039,173
Income tax attributable to operating profit (705,493) -
-------------- --------------
Operating profit after income tax 2,403,988 2,039,173
Retained losses at the beginning of the half-year (586,830) (3,058,989)
Aggregate of amounts transferred from reserves - -
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Total available for appropriation 1,817,158 (1,019,816)
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Dividends provided for or paid - -
Aggregate of amounts transferred to reserves - -
-------------- --------------
Retained profits/(losses) at the end of the half-year 1,817,158 (1,019,816)
============== ==============
The profit and loss statement is to be read in conjunction with the notes to and
forming part of the half-year financial report.
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ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
BALANCE SHEET AS AT 30TH JUNE 2001
Consolidated
Note 30/6/01 31/12/00 30/06/00
$ $ $
CURRENT ASSETS
Cash 3,007,465 4,319,897 1,480,474
Receivables 4,060,192 579,054 3,734,631
Inventories 1,468,248 2,080,927 665,408
---------------- ---------------- ----------------
Total Current Assets 8,535,905 6,979,878 5,880,513
---------------- ---------------- ----------------
NON-CURRENT ASSETS
Inventories 8,844,692 6,806,863 6,606,847
Property, plant and equipment 2,432,007 2,608,284 2,835,152
Intangibles 624,646 749,576 874,505
---------------- ---------------- ----------------
Total Non-Current Assets 11,901,345 10,164,723 10,316,504
---------------- ---------------- ----------------
Total Assets 20,437,250 17,144,601 16,197,017
---------------- ---------------- ----------------
CURRENT LIABILITIES
Accounts payable 1,263,063 1,286,901 775,191
Borrowings 10 3,466,201 - -
Provisions 1,041,804 129,305 126,417
---------------- ---------------- ----------------
Total Current Liabilities 5,771,068 1,416,206 901,608
---------------- ---------------- ----------------
NON-CURRENT LIABILITIES
Borrowings 10 - 3,703,201 3,703,201
---------------- ---------------- ----------------
Total Non-Current Liabilities - 3,703,201 3,703,201
---------------- ---------------- ----------------
Total Liabilities 5,771,068 5,119,407 4,604,809
---------------- ---------------- ----------------
Net Assets 14,666,182 12,025,194 11,592,208
================ ================ ================
SHAREHOLDERS' EQUITY
Share capital 5 12,849,024 12,612,024 12,612,024
Accumulated profits/(losses) 1,817,158 (586,830) (1,019,816)
---------------- ---------------- ----------------
Total Shareholders' Equity 14,666,182 12,025,194 11,592,208
================ ================ ================
The balance sheet is to be read in conjunction with the notes to and forming
part of the half-year financial report.
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ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
STATEMENT OF CASH FLOWS
FOR THE HALF YEAR ENDED 30TH JUNE 2001
Consolidated
Notes 2001 2000
$ $
Cash flows from operating activities
Cash payments in the course of operations (3,145,993) (2,232,558)
Taxes Paid (61,207) (288,707)
Receipts from sale of pearls 2,017,971 985,264
Interest and other items of a similar nature received 89,030 70,230
Interest paid (229,898) (495,874)
Income from joint venture partner 162,148 -
Other income 26,893 -
Net GST received / (paid) 204,721 -
------------------------------
Net cash used in operating activities (936,335) (1,961,645)
------------------------------
Cash flows from investing activities
Payments for property, plant and equipment (237,437) (433,863)
Proceeds from sale of property, plant and equipment - 1,031
------------------------------
Net cash used in investing activities (237,437) (432,832)
------------------------------
------------------------------
Net cash provided by (used in) financing activities - -
------------------------------
Net increase/(decrease) in cash held (1,173,772) (2,394,477)
Cash at the beginning of the half-year 4,455,056 4,025,885
Effects of exchange rate changes on the balances of 15,848 (8,714)
Cash held in foreign currencies
------------------------------
Cash at the end of the half-year 9 3,297,132 1,622,694
==============================
Non cash transactions
- ---------------------
Nil
The statement of cash flows is to be read in conjunction with the notes to and
forming part of the half year financial report.
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ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE HALF YEAR ENDED 30TH JUNE 2001
1. BASIS OF PREPARATION OF HALF YEAR FINANCIAL STATEMENTS
This general purpose half year consolidated financial report has been
prepared in accordance with the requirements of the Corporations Law
and Accounting Standard 1029 "Half-Year Accounts and Consolidated
Accounts" and other mandatory professional reporting requirements. It
is recommended that this half year financial report be read in
conjunction with the 31st December 2000 Financial Statements and
Report and any public announcements by Atlas Pacific Limited and its
Controlled Entities during the half year in accordance with
continuous disclosure obligations arising under the Corporations Law.
These accounts have been prepared on the basis of historical cost and
except where stated, do not take into account changing money values
or current valuations of non-current assets.
The accounting policies have been consistently applied by the
entities in the economic entity and except where there is a change in
accounting policy, are consistent with those of the previous
financial year and corresponding half year.
The carrying amount of non-current assets are reviewed to determine
whether they are in excess of their recoverable amount at the end of
the half year. If the carrying amount of a non-current asset exceeds
the recoverable amount, the asset is written down to the lower
amount. In assessing recoverable amounts the relevant cash flows have
not been discounted to their present value.
Quantities of oysters on hand at the period end are valued at cost
plus total farm, hatchery and administrative expenses together with
the cost of juvenile shell purchases and cost of nuclei used in
seeding operations. The carrying value of oysters is at the lower of
cost and net realisable value.
For the purpose of preparing the half year financial report, the half
year has been treated as a discrete reporting period.
2. CHANGE IN ACCOUNTING POLICY
Nil.
3. OPERATING PROFIT
Consolidated
2001 2000
$ $
The operating profit before income tax has been determined after:
Crediting as revenue:
Interest received- other persons 89,030 70,230
Exchange fluctuation 37,590 -
Charging as expenses:
Depreciation on property, plant and equipment 413,713 417,295
Exchange Fluctuation - 1,510
Interest expense - other persons 223,118 229,548
Provision for employee entitlements 59,264 (3,270)
Loss on sale of property, plant & equipment - 1,002
Amortisation of goodwill 124,929 124,929
=========== ==========
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4. EARNINGS PER SHARE
Consolidated
2001 2000
Basic earnings per share (cents per share) 4.33 cents 3.72 cents
--------------------------------
Diluted earnings per share (cents per share) 3.20 cents 2.53 cents
--------------------------------
Weighted average number of ordinary shares used for basic
earnings per share 55,537,674 54,751,017
--------------------------------
Diluted earnings per share is calculated after taking into consideration
all options and convertible notes on issue that remain unconverted at 30
June 2001 as potential ordinary shares.
5. SHARE CAPITAL
2001 2000
$ $
Issued:
56,331,017 ordinary shares fully paid
(31/12/2000 54,751,017 ordinary shares) 12,849,024 12,612,024
(30/06/2000 54,751,017 ordinary shares)
--------------------------------
6. SEGMENT REPORTING
(a) Industry
The undertaking of the Company is predominantly in the pearling industry.
(b) Geographical
Indonesia Australia Eliminations Total
------------------------------------------------------
30/06/2001
Revenue outside the economic entity 218,732 5,428,118 5,646,850
Intersegment revenue 6,642,185 - (6,642,185) -
------------------------------------------------------
Total revenue 6,860,917 5,428,118 (6,642,185) 5,646,850
Segment result - profit/(loss) (2,727,206) 5,131,194 2,403,988
Segment assets 11,854,542 8,582,708 20,437,250
Indonesia Australia Eliminations Total
------------------------------------------------------
30/6/2000
Revenue outside the economic entity 232,203 4,303,620 4,535,823
Intersegment revenue 3,052,670 860,153 (3,912,823) -
------------------------------------------------------
Total revenue 3,284,873 5,163,773 (3,912,823) 4,535,823
Segment result - profit/(loss) 717,225 1,321,948 2,039,173
Segment assets 10,967,272 5,229,745 16,197,017
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7. EVENTS SUBSEQUENT TO 30TH JUNE 2001
Mr. L. Petersen retires as a director and executive of the company as
at 31 August 2001. In his place, Dr. J. Taylor will assume the position
of Managing Director.
Apart from the foregoing, there have been no matters or circumstances
that have arisen since the end of the half year which significantly
affect the operations of the economic entity, the results of those
operations or the state of affairs of the economic entity in subsequent
financial periods. The results of significant operation activities are
made available to shareholders and other interested parties through
announcements to the Australian and Nasdaq Stock Exchanges.
8. CONTINGENT LIABILITIES - Nil.
9. NOTES TO THE STATEMENT OF CASHFLOWS
Reconciliation of cash
For the purposes of the statement of cash flows, cash includes cash on
hand and at bank and short-term deposits at call, net of outstanding
bank overdrafts. Cash as at the end of financial period as shown in the
statement of cash flows is reconciled to the related items in the
balance sheet as follows:
Consolidated
2001 2000
Cash at Bank 1,288,817 237,437
Bills of exchange 1,718,648 1,243,037
------------------------------------
Cash per balance sheet 3,007,465 1,480,474
Short term deposits * 289,667 142,220
------------------------------------
Cash and cash equivalents as per statement of cash flows 3,297,132 1,622,694
====================================
* Included in receivables is an amount of $289,667 (2000 - $ 142,220)
being funds held on fixed deposit at the bank as security for the
Company's forward exchange hedging contracts.
10. CONVERTIBLE NOTES
Consolidated
30/6/01 31/12/00 30/6/00
CURRENT LIABILITIES
Borrowings 3,466,201 - -
---------------------------------------------------
NON-CURRENT LIABILITIES
Borrowings - 3,703,201 3,703,201
---------------------------------------------------
On 22 March 1999, the Company issued 24,688,009 redeemable notes, each
having a face value of 15 cents. Interest was payable on 23 March 2000
and thereafter every six months at an interest rate of 12.50% per annum
on the face value of the notes. The notes are convertible at the option
of the holder, at any time up to 23 March 2002, into ordinary shares of
the Company on the basis of one share for each note held.
11
Pursuant to the issue of convertible notes, there is a fixed and
floating charge over the assets of Atlas Pacific Limited and Tansim Pty
Ltd (and hence P. T. Cendana Indopearls) in favour of the trustee
representing the convertible note holders.
During the half year ended 30 June 2001, 1,580,000 convertible notes
were converted to shares.
All convertible notes which remain unconverted will be redeemed on 23
March 2002. The notes outstanding at 30 June 2001 are therefore
presented in these accounts as a current as opposed to a non-current
liability.
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ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
DIRECTORS' DECLARATION
The Directors declare that the financial statements and notes set out on pages 5
to 10:
(a) comply with Accounting Standards, the Corporations Regulations and other
mandatory professional reporting requirements, and
(b) give a true and fair view of the consolidated entity's financial position
as at 30 June 2001 and of its performance, as represented by the results of
its operations and its cash flows, for the half-year ended on that date.
In the Directors' opinion there are reasonable grounds to believe that
Atlas Pacific Limited will be able to pay its debts as and when they become due
and payable.
This declaration is made in accordance with a resolution of the
Directors.
/s/ A.M. Kerr
A.M. KERR
Director
Perth
31 August 2001
13
ATLAS PACIFIC LIMITED AND ITS CONTROLLED ENTITIES
INDEPENDENT REVIEW REPORT TO THE MEMBERS
Scope
We have reviewed the financial report, being the Profit and Loss Statement,
Balance Sheet, Statement of Cash Flows, notes to and forming part of the
financial statements and Directors' Declaration of Atlas Pacific Limited for the
half-year ended 30th June 2001 as set out on pages 5 to 11. The financial report
includes the consolidated financial statements of the consolidated entity
comprising the company and the entities it controlled at the end of the
half-year or from time to time during the half-year. The Company's directors are
responsible for the financial reports. We have performed the review of the
consolidated accounts in order to state whether on the basis of the procedures
described anything has come to our attention that would indicate that the
financial report is not presented fairly in accordance with Accounting Standard
AASB 1029: "Half-Year Accounting and Consolidated Accounts" and other mandatory
professional reporting requirements and statutory requirements and in order for
the company to lodge the financial statements with the Australian Securities and
Investments Commission.
Our review has been conducted in accordance with Australian Auditing Standards
applicable to review engagements. A review is limited primarily to inquiries of
company personnel and analytical procedures applied to the financial data. These
procedures do not provide all the evidence that would be required in an audit,
thus the level of assurance provided is less than that given in an audit. We
have not performed an audit and, accordingly, do not express an audit opinion.
Statement
Based on our review, which is not an audit, we have not become aware of any
matter that makes us believe that the half-year financial report of Atlas
Pacific Limited is not in accordance with:
(a) the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entity's financial
position at 30 June 2001 and of its performance for the half-year
ended on that date; and
(ii) complying with Accounting Standard AASB 1029: "Half-Year Accounts
and Consolidated Accounts" and the Corporations Regulations; and
(b) other mandatory professional reporting requirements.
BDO
Chartered Accountants
/s/ G.F. Brayshaw
G.F. BRAYSHAW, FCA
Partner
31 August 2001
Perth, Western Australia
14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ATLAS PACIFIC LIMITED
By: /s/ A.M. Kerr
--------------------------------
Date:7/18/01 A.M. Kerr, Chairman
15