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CIMIC Group Limited Annual Report 2016 |
Financial Report
Notes continued
for the 12 months to 31 December 2016
38. CIMIC GROUP LIMITED AND CONTROLLED ENTITIES
CONTINUED
h) Parent entity transactions with wholly-owned controlled entities
Transactions with wholly-owned controlled entities were as follows: aggregate amounts receivable: $2,014.3 million (31 December 2015:
$2,565.6 million); aggregate amounts payable: $1,085.2 million (31 December 2015: $955.6 million); interest received / receivable: $23.0
million (31 December 2015: $14.1 million); interest paid / payable: $9.3 million (31 December 2015: $5.1 million); fees charged: $nil million
(31 December 2015: $nil million); dividends received: $nil million (31 December 2015: $2,166.0 million); fees paid: $100.0 million (31
December 2015: $95.0 million).
i)
Deed of Cross Guarantee
Pursuant to ASIC Class Order 98/1418 dated 13 August 1998, relief was granted to the CGL Class Order Companies from the
Corporations
Act 2001
requirements for preparation, audit and publication of financial statements. The Company and each of the CGL Class Order
Companies are party to a Deed of Cross Guarantee dated 10 June 2008. The effect of the Deed is that the Company guarantees to each
creditor payment in full of any debt of a CGL Class Order Company in the event of its winding up under certain provisions of the
Corporations Act 2001
. If a winding up occurs under other provisions of the law, the Company will only be liable in the event that after
six months any creditor has not been paid in full. The CGL Class Order Companies have also given similar guarantees in the event that the
Company or other CGL Class Order Companies party to the Deed of Cross Guarantee are wound up.
On 28 September 2016,
ASIC Class Order 98/1418
dated 13 August 1998 was repealed by
ASIC Corporations (Amendment and Repeal)
Instrument 2016/914
, and ASIC replaced its financial reporting relief for wholly-owned companies with the new
ASIC Corporations (Wholly-
owned Companies) Instrument 2016/785
(New ASIC Instrument). The New ASIC Instrument applies in relation to a financial year ending
on or after 1 January 2017, while
ASIC Class Order 98/1418
continues to apply, despite its repeal, in relation to a financial year ending
before 1 January 2017. Therefore, the CGL Class Order Companies have been able to rely on the benefit of relief afforded by
ASIC Class
Order 98/1418
as at 31 December 2016.
One of the conditions to obtain relief under the New ASIC Instrument is that before the end of the relevant financial year, the company
seeking relief must be a party to a deed of cross guarantee.
The Company has decided to revoke the current Deed of Cross Guarantee dated 10 June 2008 in its entirety and enter into a new Deed of
Cross Guarantee in order to:
(a) effect the removal of a number of entities from the Group’s Deed of Cross Guarantee structure (i.e. release them from their covenants
in respect of the cross-guarantee of Group debts); and
(b) update the form of the Deed of Cross Guarantee so that it reflects the new ASIC pro forma deed (which, due to the update of the
New ASIC Instrument, will be required going forward for the proper administration of the deed).
As a result, the Company and each of the CGL Class Order Companies who are party to the Deed of Cross Guarantee dated 10 June 2008
have been released from their obligations under the Deed by executing two Revocation Deeds dated 19 December 2016 (one in respect
of CGL as the trustee under the Deed, and one in respect of CIMIC Finance Limited as the alternative trustee under the Deed), which have
both been lodged with ASIC. These Revocation Deeds will take effect 6 months from the date of lodgement with ASIC. The Company and
each of the CGL Class Order Companies (except for the following companies which are small proprietary companies and therefore not
seeking to rely on the financial reporting relief provided by the new ASIC Instrument) have also executed a new Deed of Cross Guarantee
dated 19 December 2016 in compliance with the requirements of the New ASIC Instrument:
Leighton Contractors Infrastructure Nominees Pty Ltd;
Leighton Contractors Infrastructure Pty Ltd;
Leighton Funds Management Pty Limited;
Leighton Holdings Infrastructure Nominees Pty Ltd;
Leighton Holdings Infrastructure Pty Ltd;
Leighton Infrastructure Investments Pty Limited;
Leighton Properties (Brisbane) Pty Limited;
Leighton Property Funds Management Limited;
Leighton Property Management Pty Limited; and
LH Holdings Co Pty Ltd.
The Deed of Cross Guarantee dated 19 December 2016 has been lodged with ASIC.
Thiess Pty Limited and HWE Mining Pty Limited executed Revocation Deeds dated 9 December 2016 and subsequently lodged the
Revocation Deeds with ASIC which will have the effect of revoking the Deed of Cross Guarantee dated 17 December 2015 in its entirety 6
months from the date of lodgement with ASIC. The Deed is being revoked as HWE Mining Pty Limited no longer requires financial reporting
relief.
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