31 March 2020 financial results (while in liquidation)
Snakk Media Ltd
Letter from the Chair
For the year ended 31 March 2020
GOODWOOD CAPITAL LIMITED
(previously Snakk Media Limited)
Annual Report
For the year ended 31 March 2020
1
Table of Contents
Letter from the Chair 2
Consolidated statement of comprehensive income 3
Consolidated statement of changes in equity 4
Consolidated statement of financial position 5
Consolidated statement of cash flows 6
Notes to the consolidated financial statements 7
Independent auditor’s report 23
Shareholder information 28
Director biographies 30
Company directory 31
Goodwood Capital Limited
PO Box 105 745
Auckland 1143
2
5 November 2020
Company restructure
On 19 October 2020, the then-liquidator of Snakk Media Limited (the Company) advised NZX that the Company
had been removed from liquidation pursuant to an order of the High Court dated 9 October 2020.
As signalled then, this step was part of a broader restructure of the Company with a view to seeking
reinstatement of the Company’s shares on the NZX Main Board.
Following restoration of the Company from liquidation on 19 October 2020, myself, Roger Gower and Angus
Cooper were appointed as directors, and Peter James (the then-sole director) resigned. Biographies of the new
directors are set out on page 30 of this Annual Report.
The new board facilitated the change of the name of the Company to Goodwood Capital Limited and a new ticker
code (GWC).
The focus of the new board going forward is to identify a suitable business opportunity to invest in and/or acquire
through a reverse takeover transaction. Currently, there are no initiatives being investigated given the early stage
of the restructuring process, but the Company will provide the market with any updates as to material
developments in due course. It should be noted that, although the board intends to undertake a reverse listing in
the next six to 12 months, there can be no guarantee that such a transaction will occur.
In order to put the Company on more stable footing, the Company has is undertaking a capital raise of $52,669
through an issue of 2,633,453 new ordinary shares to wholesale investors at an issue price of 2 cents per share.
The capital raise will take the form of a 15% placement conducted in accordance with NZX Listing Rule 4.5.1.
To facilitate the Company coming out of liquidation and provide some financial stability, Mounterowen Limited
(Mounterowen) (a company associated with myself) acquired all outstanding debts of the Company amounting to
approximately $250,000, and agreed to defer the terms of such debts (refer note 3.1 in the financial statements
on page 8).
Separately, Mounterowen has also made several loan advances (and commitments to provide further funds)
amounting to circa $100,000 in aggregate to the Company to assist with the payment of the costs associated with
the application made to the High Court to terminate the liquidation, the liquidators’ costs, and accounting and
administration costs. These advances are repayable at the earlier of 12 months from the date of the loan
advances, provided the Company is solvent at the time, and the date upon which the Company enters into a
major transaction.
Company’s financial position
Following the restructuring, the Company has assets of approximately $70,000 comprising cash of approximately
$50,000, and the NZX bond of $20,000, and debts of approximately $350,000 owing to Mounterowen Limited.
The Company intends to hold an annual meeting of shareholders in late November, or early December 2020.
Yours sincerely
Sean Joyce
Chair
Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of comprehensive income
For the year ended 31 March 2020
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
3
2020 2019
(audited)(unaudited)
Note
NZDNZD
Continuing operations
Revenue--
Administrative expenses5(15,160)(159,635)
Operating gain/(loss)(15,160)(159,635)
Finance income-10,142
Loss before income tax(15,160)(149,493)
Income tax expense--
Loss from continuing operations(15,160)(149,493)
Discontinued operations
Gain/(loss) from discontinued operations (net of tax)1870,083(914,892)
Gain/(loss) from discontinued operations70,083(914,892)
Net gain/(loss) after taxation attributable to shareholders54,923(1,064,385)
Other comprehensive losses:
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations(78,099)39,915
Other comprehensive gain/(loss) after tax(78,099)39,915
Total comprehensive loss for the year attributable to shareholders(23,176)(1,024,470)
Total comprehensive loss for the year attributable to shareholders
Continuing operations(15,160)(149,493)
Discontinued operations(8,016)(874,977)
(23,176)(1,024,470)
Earnings/(loss) per share from continuing operations:
- basic and diluted loss per share8(0.001)(0.009)
Earnings/(loss) per share from continuing and discontinued operations:
- basic and diluted loss per share80.003(0.063)
Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of changes in equity
For the year ended 31 March 2020
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
4
Note
Share
capital
Accumulated
l o sse s
Share
based
payment
reserve
Foreign
currency
translation
reserve
Total Equity
NZDNZD
NZD
NZDNZD
Balance at 1 April 2018 (audited)12,528,107(12,187,714)
457,667
(104,509)693,551
Loss attributable to shareholders of the company
-(1,064,385)--(1,064,385)
Exchange differences on translating overseas subsidiary-
-
-39,91539,915
Total comprehensive gain/(loss) for the year-
(1,064,385)-39,915(1,024,470)
Transactions with owners of the company
Share-based payment transactions14--27,050-27,050
Share options expired
13-
484,717(484,717)
-
-
Issue of ordinary shares
1255,000
---55,000
Balance at 31 March 2019 (unaudited)
12,583,107
(12,767,382)-
(64,594)(248,869)
Profit attributable to shareholders of the company
-
54,923--54,923
Exchange differences on translating overseas subsidiary---
(78,099)(78,099)
Total comprehensive gain/(loss) for the year-
54,923-(78,099)(23,176)
Balance at 31 March 2020 (audited)12,583,107(12,712,459)-(142,693)(272,045)
Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of financial position
As at 31 March 2020
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
5
The financial statements were approved by the Board on 5 November 2020.
Signed on behalf of the board by:
Sean Joyce Roger Gower
Director Director
31/03/2020
31/3/2019
(audited)(unaudited)
Note
NZDNZD
ASSETS
Current assets
Cash and cash equivalents
9
1,6599,838
Total current assets
1,6599,838
Non-current assets
NZX bond20,00020,000
Total non-current assets
20,00020,000
Total assets
21,65929,838
LIABILITIES
Current liabilities
Trade and other payables
10293,704278,707
Total current liabilities293,704278,707
Total liabilities
293,704278,707
Net assets
(272,045)(248,869)
EQUITY
Share capital1212,583,10712,583,107
Share options reserve13--
Accumulated losses(12,712,459)(12,767,382)
Foreign currency translation reserve(142,693)(64,594)
Total equity
(272,045)(248,869)
Goodwood Capital Limited (previously Snakk Media Limited)
Consolidated statement of cash flows
For the year ended 31 March 2020
The accompanying notes form part of these consolidated financial statements and should be read in conjunction with them.
6
2020 2019
(audited)(unaudited)
NoteNZDNZD
Cash flows from operating activities
Receipts from customers
-3,306,985
Payments to suppliers and employees
(8,179)(3,971,153)
Interest received
-10,142
Income tax paid
7-(13)
Net cash used in operations
20
(8,179)(654,039)
Ne t ca sh inflow s / (outflow s) from inve sting a ctivitie s--
Cash flows from financing activities
Proceeds from issue of share capital
12
-55,000
Proceeds from loans
11
-143,044
Repayment of finance liabilities-(737,658)
Net cash used in financing activities-(539,614)
Net decrease in cash and cash equivalents(8,179)(1,193,653)
Deconsolidation of subsidiary-126,286
Cash and cash equivalents at the beginning of the period9,8381,077,205
Cash and cash equivalents at the end of the period
1,6599,838
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
7
1 General information
The consolidated financial statements comprise Goodwood Capital Limited (previously called Snakk
Media Limited) (“the Company”) and its subsidiary, Snakk Media Pte Limited (together the “Group”).
The results of Snakk Media Pty Limited are included in the consolidated financial statements up until
that subsidiary was placed into voluntary liquidation on 10 December 2018.
The Company was placed into liquidation on 14 March 2019. In July 2020, an application was made to
the High Court to restore the Company from liquidation. The Company was restored from liquidation
on 9 October 2020 by order of the High Court and the restoration was completed on 19 October 2020.
The Company is incorporated and domiciled in New Zealand. Snakk Media Pty Limited and Snakk Media
Pte Limited are registered and domiciled in Australia and Singapore respectively.
The Group is non-trading. Prior to ceasing operations, the principal activity of the Group was the
provision of end-to-end mobile media solutions.
The consolidated financial statements for the 2020 year are audited. The comparative information for
the 2019 year is unaudited. The Company did not prepare audited financial statements for the 2019
year as it was in liquidation.
2 Basis of preparation
The consolidated financial statements have been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand (‘NZ GAAP’). The Group is a for-profit entity for the purposes of
complying with NZ GAAP. The consolidated financial statements comply with New Zealand equivalents
to International Financial Reporting Standards (‘NZ IFRS’) and International Financial Reporting
Standards (IFRS).
The Company is an FMC reporting entity under the Financial Markets Conduct Act 2013. These financial
statements have been prepared in accordance with the requirements of the Financial Markets Conduct
Act 2013 and the NZX Main Board Listing Rules. While the Company was in liquidation it did not, nor
was it required to, report in accordance with these requirements.
The consolidated financial statements have been prepared on a historical cost basis except for financial
instruments that are measured at fair values at the end of each reporting period, as explained in the
accounting policies below. Historical cost is generally based on the fair value of the consideration given
in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date, regardless of whether that price is
directly observable or estimated using another valuation technique. Fair value for measurement and/or
disclosure purposes in these financial statements is determined on such a basis, except for share-based
payment transactions that are within the scope of NZ IFRS 2 Share-based Payments, leasing
transactions that are within the scope of NZ IFRS 16 Leases, and measurements that have some
similarities to fair value but are not fair value, such as value in use in NZ IAS 36 Impairment of Assets.
2.1 New and amended standards and interpretations
The Group applied NZ IFRS 9 Financial Instruments and NZ IFRS 15 Revenue from Contracts with
Customers for the first time in 2019. The adoption of these standards did not have a significant impact
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
8
on the consolidated financial statements of the Group. The accounting policies reflect the requirements
of these standards. While NZ IFRS 16 Leases was effective from 1 April 2019, as the Group are not party
to any lease arrangements, this standard was not applied. The Group has not early adopted any
standards, interpretations or amendments that have been issued but are not yet effective.
The consolidated financial statements are presented in New Zealand dollars.
The consolidated financial statements have been approved for issue by the Board of Directors on
5 November 2020.
3 Summary of significant accounting policies
The principal accounting policies adopted in the preparation of the consolidated financial statements
are set out below. These policies have been consistently applied to all the periods presented.
3.1 Going concern
The Group ceased operations in December 2018 and the Company was placed into liquidation on 14
March 2019. As described in Note 22, after balance date an application was made to the High Court to
restore the Company from liquidation, which was approved on 9 October 2020. The Company was
restored from liquidation on 19 October 2020.
As at 31 March 2020 the Group has reported net liabilities of $272,045 (2019: $248,869).
The considered view of the Board of Directors of the Company is that, after making enquiries, there is a
reasonable expectation that the Company will have access to adequate resources and commitments
from its creditors, that will enable it to meet its financial obligations for the foreseeable future.
For this reason, the Board of Directors considers the adoption of the going concern basis in preparing
the financial statements for the year ended 31 March 2020 to be appropriate. The Board of Directors
has reached this conclusion having regard to circumstances which it considers likely to affect the
Company during the period of at least one year from October 2020, and to circumstances which it
considers will occur after that date which will affect the validity of the going concern basis.
The Directors are satisfied, based on their review of the financial forecasts, that, during the 12 months
after the date of signing these consolidated financial statements, there will be adequate cash flows
available to meet the financial obligations of the Group as they arise. This consideration is made with
reference to the following events:
As described in Note 22, after balance date Mounterowen Limited (‘Mounterowen’) acquired $248,706
of the Group’s debts. Separately, Mounterowen has also made several loan advances amounting to
$100,509 in aggregate to the Company to assist with costs associated with the application made to the
High Court to terminate the liquidation, liquidators’ costs, and accounting and administration costs.
Mounterowen is a company associated with the current chair, Sean Joyce. Mounterowen has provided
an undertaking to the Company dated 28 September 2020 that it:
1. will not seek to enforce the debt currently owed by the Company to it within the period of 12
months from the date the High Court Termination Order had effect and the Liquidators ceased to
hold office;
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
9
2. will provide reasonable financial support to the Company so as to ensure that the Company meets
its obligations under the solvency test at section 4 of the Companies Act 1993 for at least 12
months post the Termination Order coming into effect;
3. will not seek to enforce the debt owed to it by the Company (or the balance of the debt as the case
may be) after the 12 month period, unless and until, the Company has the financial resources to
pay the debt (or the balance of the debt) whilst still complying with the solvency test; and
4. will not assign any part of the debt owed to it by the Company to any third party, without first
obtaining from the third party and delivering to the Company a written undertaking (which will be
enforceable by the Company against the third party) that the third party will honour
Mounterowen’s undertakings as set out at in paragraphs 1, 2 and 3 above.
Also as described in Note 22, after balance date the Company has also reached agreement with certain
wholesale investors to subscribe for, and be issued by the Company, 2,633,453 fully paid shares for a
total subscription price of $52,669. In the Directors considered view this amount, together with the
loan advances described above, will enable the Group to continue in its current form for the
foreseeable future, being not less than 12 months from signing date.
The focus of the board going forward is to identify a suitable business opportunity to invest in and/or
acquire through a reverse takeover transaction.
The Board of Directors acknowledge that there are material uncertainties with respect to the going
concern of the Group. In the event that the cash flows from the share subscription are not sufficient to
fund the operating expenses, or the Group is unable to identify a suitable business opportunity to
invest in and/or acquire, this would give rise to a material uncertainty in relation to the Group’s ability
to continue as a going concern. If the Group was unable to continue in operational existence for the
foreseeable future, adjustments may have to be made to reflect the situation that assets may need to
be realised other than in the amounts at which they are currently recorded in the consolidated
statement of financial position. In addition, the Group may have to provide for further liabilities that
might arise in the consolidated statement of financial position.
3.2 Basis of consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement
with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases. Control of the subsidiaries is deemed to have ceased
and to have been transferred to the liquidator, on the date a subsidiary is placed in liquidation.
Inter-company 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.
3.3 Revenue recognition
Prior to discontinuing operations, the Group recognised revenues from the following major sources:
• Advertising fees
• Rental sublease income
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
10
Revenue was measured based upon the consideration to which the Group expected to be entitled in a
contract with a customer and excludes amounts collected on behalf of third parties, such as goods and
services tax. Revenue was recognised as follows:
(i) Advertising fees
For revenues derived from advertising fees, the Group considers its performance obligations are
satisfied over time, on the basis that advertising services are provided and consumed by the customer
on a simultaneous basis, and so will recognise the related revenue as the performance obligation is
satisfied. Revenue is measured on an output method basis. Where amounts are received from
customers in advance of services being performed, the amounts are recognised as a contract liability in
the statement of financial position.
(ii) Rental sublease income
Revenue from rental sublease is recognised on a straight-line basis over the lease term.
(iii) Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the
effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset's net carrying amount on initial recognition.
3.4 Income tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss
component of the Statement of Comprehensive Income, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised
in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively
enacted at the reporting date in the countries where the Company and its subsidiaries operate and
generate taxable income.
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all deductible temporary differences to the extent that
it is probable that taxable profits will be available against which those deductible temporary differences
can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference
arises from the initial recognition (other than in a business combination) of assets and liabilities in a
transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period
in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Group expects, at the end of the reporting period, to recover or settle
the carrying amount of its assets and liabilities.
3.5 Goods and services tax
Revenue, expenses, assets and liabilities are recognised net of the amount of goods and services tax
(GST) except:
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
11
• where the amount of GST incurred is not recovered from the taxation authority, it is recognised as
part of the cost of acquisition of an asset or as part of an item of expense; or
• for receivables and payables, which are recognised inclusive of GST.
The net amount of GST recoverable or payable to the taxation authority is included as part of
receivables or payables.
3.6 Foreign currency translation
Functional and presentation currency
The financial statements are presented in New Zealand dollars which is the Company’s functional and
presentation currency.
Transactions and balances
Transactions in foreign currencies are translated to the respective functional currencies of Group
entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated
in foreign currencies at the reporting date are retranslated to the functional currency at the exchange
rate at that date. Non-monetary assets and liabilities denominated in foreign currencies that are
measured at fair value are retranslated to the functional currency at the exchange rate at the date that
the fair value was determined. Foreign currency differences arising on retranslation are recognised in
profit or loss.
Group companies
The income and expenses of all of the Group’s entities that have a functional currency different from
the presentation currency are translated into the presentation currency as follows:
• Assets and liabilities for each element on the statement of financial position presented are
translated at the closing rate at the date that the statement of financial position;
• Income and expenses for each element of profit or loss are translated at the average exchange rate
for the month which approximates the spot rate on the date of the transactions;
• All resulting exchange differences are recognised as a separate component of equity.
3.7 Financial instruments
Financial assets and financial liabilities are recognised in the Statement of Financial Position when the
Group becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and financial liabilities (other than
financial assets and financial liabilities at fair value through profit or loss) are added to or deducted
from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognised immediately in profit or loss.
3.8 Financial assets
Financial assets are measured at amortised cost or fair value on the basis of the Group’s business model
for managing the financial asset. The Group classifies the financial asset at amortised cost only if both
of the following criteria are met:
• the asset is held with a business model whose objective is to collect the contractual cash flows, and
• the contractual terms give rise to cash flows that are solely payments of principle and interest.
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
12
Financial assets at amortised cost
The Group holds receivables with the objective to collect the contractual cash flows, the cash flows are
solely payments of principal and interest, and therefore measures them subsequently at amortised cost
using the effective interest method less any impairment.
The Group’s financial assets at amortised cost include cash and cash equivalents, and trade receivables.
Cash and cash equivalents include cash in hand and deposits held on call with banks.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses on receivables. The amount of
expected credit losses is updated at each reporting date to reflect changes in credit risk since initial
recognition of the respective financial instrument.
The Group recognises lifetime expected credit losses (“ECL”) for receivables. The expected credit losses
on these financial assets are estimated using a provision matrix based on the Group’s historical credit
loss experience, adjusted for factors that are specific to the debtors, general economic conditions and
an assessment of both the current as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate.
3.9 Financial liabilities
Financial liabilities are classified as either financial liabilities ‘at fair value profit through profit or loss’
(“FVTPL”) or ‘other financial liabilities’. The Group has no financial liabilities at FVTPL.
Other financial liabilities
Other financial liabilities (including trade and other payables) are subsequently measured at amortised
cost using the effective interest method. The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest expense over the relevant period. The
effective interest rate is the rate that exactly discounts estimated future cash payments (including all
fees and points paid or received that form an integral part of the effective interest rate, transaction
costs and other premiums or discounts) through the expected life of the financial liability, or (where
appropriate) a shorter period, to the net carrying amount on initial recognition.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires. When an existing financial liability is replaced by another from the same lender on substantially
different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability.
The difference in the respective carrying amounts is recognised in the statement of profit or loss.
3.10 Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be
required to settle the obligation.
3.11 Loss per share
Basic loss per share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Group by the
weighted average number of ordinary shares outstanding during the financial period.
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
13
Diluted loss per share
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares
outstanding during the financial period, adjusted by the exchange ratio arising from share options
issued by the Group, to assume conversion of all dilutive potential ordinary shares.
3.12 Contributed equity
Ordinary shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
3.13 Share-based payments
For equity settled share-based payment transactions, the grant date fair value of options granted to
employees is recognised as an employee expense, with a corresponding increase in equity, over the
period in which the employees become unconditionally entitled to the options.
4 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 are believed to be reasonable under the
circumstances.
The preparation of financial statements in conformity with NZ IFRS requires the use of certain critical
accounting estimates judgments and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of
accounting estimates are recognised in the period in which the estimates are revised and in any future
periods affected. The preparation of financial statements in conformity with NZ IFRS also requires
management to exercise its judgment in the process of applying the Group’s accounting policies. The
areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates
are significant to the financial statements are disclosed further in this note.
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 period are discussed below.
Going concern
Refer to note 3.1.
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
14
5 Expenses
5.1 Loss before income tax includes the following expenses:
6 Segment information
The Group was previously organised into one operating segment, that being the provision of mobile
phone enabled promotions and marketing services. The Group previously operated in Australia, New
Zealand and Singapore. The Group’s operations were discontinued in 2019. The segment information
reported does not include any amounts for the discontinued operations, which are described in more
detail in note 18. Following the discontinuation of the Group’s operations, the Group is organised into
one operating segment and one geographical segment in New Zealand.
The Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision maker. The chief operating decision maker is the Board of Directors.
7 Income tax
2020
2019
(audited)
(unaudited)
NZD
NZD
Directors' salary and fees-138,367
Directors' share-based payments-27,050
Fees paid to the auditor
For the current year audit15,000-
2020 2019
(audited)(unaudited)
NZD
NZD
Loss from continuing operations(15,160)(149,493)
Income tax calcuated at 28%(4,245)(41,858)
Tax receivable written off on liquidation-171
Non deductable share based payment-7,574
Tax effect of timing differences--
Current tax losses not recognised4,24534,113
Income tax expense--
Comprising:
Current income tax expense--
Deferred tax--
--
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
15
The Company has an unrecognised deferred tax asset in respect of computed tax losses of $6,116,998 -
tax effect of $1,712,759 (2019: computed tax losses of $6,116,840 - tax effect of $1,712,715) which are
available to be carried forward to reduce future income tax liabilities in New Zealand.
The Company’s Singaporean subsidiary has an unrecognised deferred tax asset in respect of computed
tax losses of $1,043,916 - tax effect of $177,466 (2019: computed tax losses of $1,146,016 - tax effect of
$194,823) which are available to be carried forward to reduce future income tax liabilities in Singapore.
Utilisation of the tax losses is subject to compliance with income tax legislation on continuity of
shareholders and/ or "business" activities and the availability of future taxable income.
The Board are of the view that it is not probable that the tax losses will be utilised in the foreseeable
future. The deferred tax benefit of those losses has therefore not been recognised in the statement of
financial position.
2020
2019
(audited)
(unaudited)
NZDNZD
Tax receivable
Balance at beginning of year
-158
Current tax--
Tax paid-13
Tax receivable written off on liquidation-(171)
--
Imputation Credit Account - New Zealand
31/03/2020
31/3/2019
(audited)(unaudited)
NZD
NZD
Opening balance6,842 6,829
Taxes paid/ (refunds received)- 13
Imputation credits available for use in subsequent periods
based on a tax rate of 28% (2019: 28%)
6,842 6,842
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
16
8 Earnings/(loss) per share
At 31 March 2020, there were no financial instruments that carried any shareholder dilution rights that
were considered to be dilutive (2019: nil). Accordingly, basic and diluted earnings/(loss) per share are
identical for the accounting periods being reported on.
9 Cash and cash equivalents
10 Trade and other payables
2020 2019
(audited)(unaudited)
NZD
NZD
Earnings/(loss) per share:
- from continuing operations(0.001) (0.009)
- from discontinued operations0.004 (0.054)
Total earnings/(loss) per share0.003 (0.063)
2020 2019
(audited)(unaudited)
Loss from continuing operations (NZ$)(15,160) (149,493)
Gain/(loss) from discontinued operations (NZ$)70,083 (914,892)
17,556,359 16,795,532
The earnings and weighted average number of ordinary shares used in the calculation of earnings/(loss)
per share are as follows:
Total number of ordinary shares used in the calculation of basic and
diluted earnings per share
2020 2019
(audited)(unaudited)
NZD
NZD
Cash at bank - on call1,659
9,838
1,659
9,838
2020 2019
(audited)(unaudited)
NZDNZD
Trade payables33,464 33,464
Accruals117,196 102,199
Other payables143,044 143,044
293,704 278,707
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
17
Refer to note 3.1 for further detail.
11 Snakk Media Pty receivable
The Company has previously advanced a loan of NZD3,278,276 to Snakk Media Pty Limited to support
its operations. Snakk Media Pty Limited is no longer part of the consolidated group (refer note 17).
Snakk Media Pty Limited has been placed in liquidation. The loan receivable due from Snakk Media Pty
Limited is considered to be unrecoverable.
12 Share capital
12.1 Issued and paid up capital
All shares issued are ordinary shares with no par value and rank equally with one vote attached to each
fully paid share.
2020 2019
(audited)(unaudited)
NZDNZD
Loan to Snakk Media Pty Ltd
Loan receivable3,278,2763,278,276
Allowance for expected credit loss(3,278,276)(3,278,276)
Total receivable from Snakk Media Pty Ltd--
Reconciliation of allowance for expected credit losses
Balance at the beginning of the year
(3,278,276)-
Impairment losses recognised on receivables
-(3,278,276)
Amounts written off as uncollectable
--
Balance at the end of the year
(3,278,276)(3,278,276)
No. of SharesNZD
Ordinary shares at 1 April 2018 (audited)16,262,24212,528,107
Ordinary shares issued during the year1,294,11755,000
Ordinary shares as at 31 March 2019 (unaudited)17,556,35912,583,107
Ordinary Shares as at 1 April 2019 (unaudited)17,556,35912,583,107
Ordinary shares issued during the year--
Ordinary shares as at 31 March 2020 (audited)17,556,35912,583,107
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
18
13 Share option reserve
The share option reserve is used to record the accumulated value of unexercised share options and
unvested share rights which have been recognised in the statement of comprehensive income. As at 31
March 2019, all share options had expired.
14 Share-based payments
The Group previously had an established share option plan that entitled selected directors, executives,
employees and contractors to purchase shares in the Company. In accordance with the terms of issue
of the options, holders were entitled to acquire shares at the price determined at the time the options
were issued. All options are to be delivered by physical delivery of shares.
As at 31 March 2019, all share options had expired.
15 Financial instruments
15.1 Categories of financial instruments
Refer to note 3.1 for further detail on the payables.
2020 2019
(audited)(unaudited)
Share option reserveNZDNZD
Balance at the start of the year-457,667
Share based payment-27,050
Options forfeited-(484,717)
Balance at the end of the year--
2020
2019
(audited)(unaudited)
NZD
NZD
Share-based payments to Directors-27,050
-27,050
2020 2019
(audited)(unaudited)
NZDNZD
Financial assets at amortised cost
Cash and cash equivalents1,6599,838
Total financial assets1,6599,838
Financial liabilities at amortised cost
Trade payables and other liabilities150,660135,663
Other payables143,044143,044
Total financial liabilities293,704278,707
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
19
16 Financial risk management
The Group is subject to a number of financial risks including market risk (including interest rate risk and
currency risk), liquidity risk and credit risk.
16.1 Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates
will affect the Group’s income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control the market risk exposures within acceptable
parameters, while optimising the return on risk. There is minimal market risk apart from foreign
exchange risk as detailed below.
16.2 Interest rate risk
Interest rate risk is the risk of loss to the Group arising from adverse changes in interest rates. The
Group's financing activities are exposed to interest rate risk in respect of its interest earning assets and
liabilities. Changes to interest rates can impact the Group's financial results by affecting the interest
earned on these assets and liabilities. There is minimal interest rate risk.
16.3 Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial
instrument fails to meet its contractual obligations and arises from cash and cash equivalents, deposits
with banks and the Group’s receivables. The Group’s maximum credit risk is represented by the carrying
value of these financial assets.
The Group currently has no amounts due from customers.
The credit risk associated with cash transactions and deposits is managed through the Group’s policies
that limit the use of counterparties to high credit quality financial institutions.
The Group has a loan receivable due from Snakk Media Pty Limited of NZD3,278,276 (note 11). Snakk
Media Pty Limited is in liquidation. The loan is not considered to be recoverable and has been fully
provided for.
16.4 Foreign exchange risk
The Group’s functional currency is the New Zealand dollar. The Group previously had operations in
Australia which exposed the Group to foreign currency risk. Subsequent to ceasing operations in 2019
and placing its subsidiaries into liquidations, the Group has minimal exposure to foreign currency risk
from operations.
16.5 Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its obligations associated with financial
liabilities as they fall due. The Company has recovered from liquidation through the support of its
creditors. The creditors have agreed to support the Company and not demand repayment until the
Company has sufficient funds available to pay outstanding balances (refer note 3.1).
16.6 Capital management
The Group’s objectives when managing capital comprising shareholders’ equity are to safeguard the
Group’s ability to continue as a going concern in order to provide returns to shareholders and benefits
to other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The
capital requirements of the Group will be considered once the future purpose of the Group is
determined.
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
20
17 Subsidiaries
Snakk Media Pty Limited was placed into voluntary liquidation on 10 December 2018 at which point the
Group was considered to no longer control the subsidiary and ceased to consolidate the results of that
subsidiary from that date.
18 Discontinued operations
The Group ceased its operations in December 2019. The results of the Group’s previous operations and
ongoing costs related to the wind up of those operations are disclosed as discontinued operations.
Name of subsidiaryPrincipal activity
2020 2019
Controlled subsidiary included in the consolidated financial statements
Snakk Media PTE Limitednon trading (ceased operations in the
2019 year)
100%100%
Non-controlled subsidiary not included in the consolidated financial statements
Snakk Media Pty Limited
In liquidation100%100%
Equity holding
2020 2019
(audited)(unaudited)
NZDNZD
Revenue-3,305,358
Cost of sales-(1,271,716)
Other income-1,627
Expenses70,083(3,314,786)
Gain on deconsolidation of subsidiary-364,625
Gain/(loss) before income tax70,083(914,892)
Income tax expense--
Gain/(loss) after tax of discontinued operations70,083(914,892)
Other comprehensive gain/(loss) from discontinued operations70,083(914,892)
Earnings/(loss) per share for loss attributable to shareholders for discontinued operations:
- Basic and diluted loss per share0.0040(0.0545)
2020 2019
(audited)(unaudited)
NZDNZD
Net cashflows attributable to discontinued operations:
Net cash outflow from operating activities(8,339)(616,184)
Net cash inflow/(outflow) from investing activities--
Net cash outflow from financing activities-(737,658)
Net cash used by discontinued operations(8,339)(1,353,842)
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
21
19 Related party transactions
19.1 Snakk Media Pty Limited
Snakk Media Pty Limited is an uncontrolled subsidiary of the Company (refer note 17) and has been
recognised as a related party from the date it was deconsolidated from the Group.
At balance date $3,278,276 was receivable from Snakk Media Pty Limited (2019: $3,278,276). This
balance is not considered recoverable and has been fully provided for (note 11).
19.2 Directors’ remuneration
R Antulov, B King and M Reigel resigned as directors in 2019. No fees were paid to the remaining
director P James in the year ended 31 March 2020.
$66,856 remained payable to P James at balance date (2019: $66,856).
2020 2019
(audited)(unaudited)
NZDNZD
Expenses for the discontinued operations include:
Auditor's remuneration-(20,671)
Salaries and wages-2,034,761
Other staff benefits-116,839
Depreciation-4,849
Marketing and advertising-20,081
Other expenses8,3061,316,648
Loss on disposal of fixed assets-7,083
Foreign exchange (gain) / loss(78,389)(164,809)
Directors
fees
Share based
payments
Directors
fees
Share based
payments
(audited)(audited)(unaudited)(unaudited)
NZDNZDNZDNZD
P James- - 41,60421,906
R Antulov- - 30,5394,278
B King- - 48,724-
M Reigel- - 17,500866
Total remuneration of directors- - 138,36727,050
20192020
Goodwood Capital Limited (previously Snakk Media Limited)
Notes to the consolidated financial statements
For the year ended 31 March 2020
22
20 Reconciliation of operating cash flows
21 Commitments
There were no capital commitments at balance date (2019: nil).
22 Significant events subsequent to the reporting date
In July 2020, an application was made to the High Court to restore the Company from liquidation. The
Company was restored from liquidation on 19 October 2020. As part of the restoration, the Company’s
sole director, Peter James, resigned and Angus Cooper, Roger Gower and Sean Joyce were appointed.
Prior to the application to restore the Company from liquidation, Mounterowen (a company controlled
by the current chair, Sean Joyce), with the approval of the Company’s liquidator, settled all of the
Company’s creditors such that by 30 September 2020 Mounterowen was the Company’s sole creditor.
On that date, pursuant to the High Court Order terminating the Company’s liquidation, Mounterowen
provided the Company with an undertaking in relation to amounts owed by the Company to
Mounterowen (refer note 3.1). Pursuant to this undertaking, Mounterowen has provided additional
loans to the Company totalling $100,509.
In October 2020 the Company reached agreement with certain wholesale investors to subscribe for,
and issue, 2,633,453 fully paid ordinary shares for $52,669.
On 9 July 2020 the Company gave approval for Snakk Media Pte Limited to be struck off the Singapore
Companies Register.
On 20 October 2020, the Company changed its name to Goodwood Capital Limited.
23 Contingent liabilities
There were no material contingent liabilities at 31 March 2020 (2019: nil).
2020 2019
(a udite d) (unaudited)
NZDNZD
Net gain/(loss) attributable to shareholders54,923(1,064,385)
Adjustments for:
Adjustments for movements in exchange rates(78,099)39,915
Gain on deconsolidation of subsidiary-(364,625)
Non cash component of loss from discontinued operations-(101,284)
Other non-cash adjustments--
(23,176)(1,490,379)
Movements in working capital:
(Increase)/decrease in trade and other receivables-1,949,914
Increase/(decrease) in trade payables and other liabilities14,997(1,513,794)
Decrease/(increase) in taxation receivable-158
Movement in working capital due to deconsolidation of
subsidiary
-400,062
Net cash outflows from operating activities(8,179)(654,039)
23
Level 9, 45 Queen Street, Auckland 1010
PO Box 3899, Auckland 1140
New Zealand
T: +64 9 309 0463
F: +64 9 309 4544
E: auckland@bakertillysr.nz
W: www.bakertillysr.nz
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Goodwood Capital Limited (previously
Snakk Media Limited)
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Goodwood Capital Limited (previously Snakk Media
Limited) and its subsidiary ('the Group') on pages 3 to 22, which comprise the consolidated statement of
financial position as at 31 March 2020, and the consolidated statement of comprehensive income,
consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended,
and notes to the consolidated financial statements, including significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at 31 March 2020, and its consolidated financial performance
and its consolidated cash flows for the year then ended in accordance with New Zealand Equivalents to
International Financial Reporting Standards ('NZ IFRS') and International Financial Reporting Standards (‘IFRS’).
Our report is made solely to the Shareholders of the Group. Our audit work has been undertaken so that we
might state to the Shareholders of the Group those matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Shareholders of the Group as a body, for our audit work, for our report
or for the opinions we have formed.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) ('ISAs (NZ)').
Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of
the Consolidated Financial Statements section of our report. We are independent of the Group in accordance
with Professional and Ethical Standard 1 (Revised) International Code of Ethics for Assurance Practitioners
(including International Independence Standards) (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for
Professional Accountants (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Other than in our capacity as auditor we have no relationship with, or interests in, Goodwood Capital Limited or
its subsidiary.
24
Material Uncertainty Related to Going Concern
We draw attention to Note 3.1 in the consolidated financial statements, which indicates that the Group has
reported net liabilities of $272,045. As well, Goodwood Capital Limited (previously Snakk Media Limited) (‘the
Company’) was placed into liquidation on 14 March 2019. Subsequent to the 31 March 2020 year end, the
Company’s debts were assumed by an entity controlled by the current Chair who also provided an undertaking
to provide reasonable financial support and the Company was restored from liquidation. The Board of Director’s
focus is to identify a suitable business opportunity to invest in through a reverse takeover transaction. As stated
in Note 3.1, these conditions, along with other matters as set forth in Note 3.1, indicate that a material
uncertainty exists that may cast significant doubt on the Group’s ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements of the current year. These matters were addressed in the context of
our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Key Audit Matter How our audit addressed the key audit matter
Deconsolidation of Snakk Media Pty Limited
As disclosed in Notes 1 and 17 of the Group’s
consolidated financial statements, the Group holds
100% of the shares of Snakk Media Pty Limited
(‘SMPL’). However, SMPL was placed into voluntary
administration on 10 December 2018, followed by
liquidation on 24 January 2019, at which point the
Group is considered to have lost control of the
subsidiary. SMPL was deconsolidated from the Group
after this date and has not been included in the audited
results for the year ended 31 March 2020.
The deconsolidation of SMPL was significant to our
audit due to the subjectivity and complexity of the
assessment of control of the subsidiary.
Our audit procedures, among others, included:
Evaluating Management’s assessment of the Group’s loss of
control over SMPL, including the timing of that loss of control;
Assessing the accuracy of the deconsolidation adjustments
recorded by Management; and
Evaluating the disclosures related to the Group’s loss of
control of the subsidiary and the subsequent deconsolidation
in the Group’s consolidated financial statements.
Completeness of liabilities
As disclosed in Notes 3.1 and 10 of the Group’s
consolidated financial statements, the Group had trade
and other payables of $293,704 as at 31 March 2020.
Management has obtained confirmation from the
liquidators of all claims registered against the Group as
at 31 March 2020 and a confirmation from
Mounterowen Limited regarding the debts they have
assumed after year end.
The completeness of liabilities was significant to our
audit due to the inherent difficulty in ensuring
completeness over the claims against the Group.
Our audit procedures, among others, included:
Obtaining audit confirmation from the liquidator regarding all
claims registered with the liquidator for the year ended 31
March 2020.
25
Other Matter
The consolidated financial statements of Goodwood Capital Limited for the year ended 31 March 2019 have
not been audited.
Information Other than the Financial Report and Auditor's Report Thereon
The Directors are responsible for the other information. The other information comprises the information
included in the Group’s annual report for the year ended 31 March 2020 (but does not include the consolidated
financial statements and our auditor’s report thereon).
Our opinion on the consolidated financial statements does not cover the other information and we do not
express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Directors for the Consolidated Financial Statements
The Directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control as the
Directors determine is necessary to enable the preparation of the consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate the
Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (NZ) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
26
As part of an audit in accordance with ISAs (NZ), we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.
Conclude on the appropriateness of the use of the going concern basis of accounting by the Directors and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions
that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that
a material uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements re present fairly the underlying
transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Directors, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current year and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about
27
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the
public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is N S de Frere.
BAKER TILLY STAPLES RODWAY AUCKLAND
Auckland, New Zealand
5 November 2020
Goodwood Capital Limited (previously Snakk Media Limited)
Shareholder information
For the year ended 31 March 2020
28
Stock exchange listing
The Company’s shares are quoted on the NZX Main Board. Trading of shares on the NZX has been
suspended since 14 March 2019, following appointment of the liquidator.
As at 31 August 2020, the total number of ordinary shares on issue was 17,556,359. Distribution of
Security Holders (as at 31 August 2020) is set out below.
20 Largest registered holders of Quoted Equity Securities (as at 31 August 2020)
Substantial product holders
As at 31 March 2020 the following persons are substantial product holders according to the Company’s
records and disclosures under the Financial Markets Conduct Act 2013. The number of ordinary shares
and the percentage of voting securities set out below are taken from the relevant substantial product
holder notices.
Size of HoldingNumber%Number%
1-1,000401 28.83%283,028 1.61%
1,001-5,000622 44.71%1,520,898 8.66%
5,001-10,000190 13.66%1,291,319 7.36%
10,001-50,000138 9.92%2,673,032 15.23%
50,001-100,00019 1.37%1,307,011 7.44%
100,001 or more21 1.51%10,481,071 59.70%
1,391 100.00%17,556,359 100.00%
Number of Security HoldersNumber of Securities
Na meNo. of shares% of shares
Forsyth Barr Custodians Limited3,176,186
18.09%
Far East Associated Traders Limited2,038,632
11.61%
Yee Industries Limited
1,294,117 7.37%
New Zealand Central Securities Depository Limited575,851
3.28%
Kaupapa Uka Limited
400,000 2.28%
Leveraged Equities Finance Limited354,152
2.02%
Geoffrey John Handley284,759
1.62%
Mclaren Machinery Limited273,617
1.56%
Ross Dix Harvey216,000 1.23%
JBWere (NZ) Nominees Limited214,833
1.22%
Investment Custodial Services Limited176,937
1.01%
John Handley173,477
0.99%
Glenn Stephen Walsh166,333 0.95%
Grant Baker & Donna Baker & Lewis Grant164,185
0.94%
China Scot International Limited
161,207 0.92%
John Dennis Stumbles152,319 0.87%
JBWere (NZ) Nominees Limited150,000 0.85%
Gordon Kenneth Nolan142,000 0.81%
Custodial Services Limited135,013 0.77%
Mudsmith Trustee Limited127,716 0.73%
No. of shares% of shares
Manji Family Trust2,967,376 16.90%
Far East Associated Traders Limited2,038,632 11.61%
Yee Industries Ltd1,294,117 7.37%
Goodwood Capital Limited (previously Snakk Media Limited)
Shareholder information
For the year ended 31 March 2020
29
Interests register
There were no entries in the interest register during the year.
Directors’ relevant interest in equity securities
Nil
Directors’ remuneration
No remuneration was provided to directors during the year ended 31 March 2020.
Directors' indemnification
The Company indemnifies all current directors of the Group against all liabilities (other than to a
member of the Group) which arise out of the performance of their normal duties as directors, unless
the liability relates to conduct involving lack of good faith.
Directors' disclosures
The directors of the Company and its subsidiaries at 31 March 2020 were:
Employee remuneration
There was no remuneration or other benefits paid to employees during the year ended 31 March 2020.
Donations
No donations were made by the Group during the year ended 31 March 2020.
Auditor
Baker Tilly Staples Rodway is the auditor for the Group. Audit fees due and payable to the auditor for
the year ended 31 March 2020 were $15,000.
Baker Tilly Staples Rodway provided no other services to the Group apart from the audit of the
consolidated financial statements.
NZX Corporate Governance Code
As the Company was in liquidation until 19 October 2020 and the directors had no power while a
liquidator was appointed, the Company did not seek to comply with the NZX Corporate Governance
Code. Upon restoration from liquidation on 19 October 2020, the reconstituted board has adopted
governance policies which substantially comply with all aspects of the NZX Corporate Governance Code.
Dire ctorCompanySta tus
P JamesSnakk Media LtdIndependent, Non-executive
G SaminathanSnakk Media Pte LtdNon-executive
J WilliamsSnakk Media Pty LtdNon-executive
Goodwood Capital Limited (previously Snakk Media Limited)
Director Biographies
30
On 19 October 2020 the Board of the Company was reconstituted with the following directors
appointed in place of Peter James who resigned with effect from that date.
Sean Joyce, Non-executive Chair
Sean has over 25 years’ experience in the corporate sector as a corporate lawyer and a market
participant. He is a principal of his own corporate law firm and is a principal of Auckland-based capital
markets advisory firm and NZX Sponsor, CM Partners Limited.
Sean has a particular focus on the capital markets and securities laws – regulatory compliance,
compliance listings, reverse listings, fund raising and offerings of various types of securities in New
Zealand. Sean has been involved in a large number of IPOs, reverse listings and takeovers of listed
companies in New Zealand and Australia.
Sean is a non-executive director of several small cap listed companies and is a non-executive director of
several significant privately-held companies. Sean is a Chartered Member of the Institute of Directors
(CMinstD), and will Chair the Board of the Company.
Sean holds a Bachelor of Arts and a Bachelor of Laws (Honours) from Auckland University.
Roger Gower, Independent Director, Chair of Audit Committee
Roger has wide experience as a company executive, director and Chairman in both public and private
companies. He is currently Chairman of PrimePort Timaru Limited and New Zealand Food Innovation
Auckland Limited (the Food Bowl). Roger is also an independent director of NZX-listed Me Today
Limited and the Chief Executive of New Zealand's Best Food & Beverage Limited (which has developed
wellbeing products under the Douglas Nutrition brand). He was also Chairman at the juice company
Charlie's which listed in 2005 and, prior to that, had a corporate career in logistics and transportation.
Roger has a BCom from the University of Auckland, an MBA from Massey University and an MPhil from
the University of Cambridge.
Angus Cooper, Independent Director
Angus has 30 years of commercial experience in the public company arena — the majority of which
being in strategic General Management roles within EBOS Group Limited. He was also GM of mergers
and acquisitions for over 10 years, completing 25 acquisitions and five divestments for the group.
More recently, Angus has worked in an advisory capacity for Synlait Milk, assisting with its acquisition of
Dairyworks and Talbot Forest Cheese and its divestment of Deep South Ice Cream. Complimenting his
executive and management experience, Angus was a director of Animates Pet Stores for over seven
years. He has broad experience across a range of sectors including: retail, healthcare products,
pharmaceuticals, FMCG, scientific, dairy logistics, automotive, engineering, print / pre-press and animal
care.
Goodwood Capital Limited (previously Snakk Media Limited)
Company directory
31
Company number 3202682
Incorporated 20 November 2010
Registered office 84 Coates Avenue
Orakei
Auckland
Share register Link Market Services Limited
PO Box 91976, Auckland 1142
Phone: 09 3755999
Auditor Baker Tilly Staples Rodway
Tower Centre, 45 Queen Street
Auckland 1010, New Zealand
Solicitors Chapman Tripp
Level 35, ANZ Centre
23-29 Albert Street
Auckland, 1010
Bankers ANZ Bank Limited
Auckland
Board of Directors P James (resigned 19 October 2020)
S Joyce (Non-Executive Chair) appointed 19 October 2020
R Gower (Independent) appointed 19 October 2020
A Cooper (Independent) appointed 19 October 2020
---
Goodwood Capital Limited
PO Box 105 745
Auckland 1143
https://goodwoodcapital.co.nz/
Results for announcement to the market
Name of issuer
Goodwood Capital Limited (GWC)
Reporting Period 12 months to 31 March 2020
Previous Reporting Period 12 months to 31 March 2019
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
NIL Not Applicable
Total Revenue NIL Not Applicable
Net profit/(loss) from
continuing operations
$(15,160) 986%
Total net profit/(loss) $(23,176) 4,420%
Interim/Final Dividend
Amount per Quoted Equity
Security
NIL. The company does not intend to pay a dividend in the
foreseeable future.
Imputed amount per Quoted
Equity Security
Not Applicable
Record Date Not Applicable
Dividend Payment Date Not Applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
0.01549553 $0.01417543
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
The above figures should be read together with the full financial
statements, including the notes to the financial statements. No
reliance should be placed on these figures as an indicator of the
future performance or position of the Company, given the
company was in liquidation throughout the reporting period.
Refer also to Company restructure announcement released to the
market on 30 October 2020. In addition, the Company anticipates
completion of the transfer of its share registry management to Link
Market Services by 9am on Monday 16 November 2020. The
company intends to apply to NZX Regulation to reinstate Quotation of
its ordinary shares in the near future.
Authority for this announcement
Name of person
authorised
to make this announcement
Sean Joyce
Contact person for this
announcement
Roger Wallis (Chapman Tripp), Legal Adviser to the Company
Contact phone number +64 9 357 9000
Contact email address roger.wallis@chapmantripp,com
Date of release through MAP
6 November 2020
Audited financial statements accompany this announcement.
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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