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Independent
Accountant's Report 
PKF Corporate Advisory
2 July 2004
The Directors
Revenir Limited
Level 2, Troika House
129 Melville Parade
COMO WA 6152
Dear Sirs
Independent Accountant’s Report
1. INTRODUCTION
This Independent Accountant’s Report (“Report”) has
been prepared at the request of the Directors of Revenir Limited (Revenir
or “the Company”) for inclusion in a Prospectus (“the
Prospectus”) to be dated on or about 1 July 2004 relating to the
issue of 2,500,000 fully paid ordinary shares (“shares”)
at an issue price of $0.60 per share each to raise $1,500,000. The Company
may accept oversubscriptions of 1,700,000 fully paid shares at an issue
price of $0.60 to raise an additional $1,020,000.
Expressions defined in the Prospectus have the same meaning in this
Report.
2. BACKGROUND
Revenir is a company listed on the Australian Stock Exchange, which has
recently sold its main operating business, Aliquot Property Management
Pty Ltd.
Revenir has entered into a Share Sale Deed with
Bone Limited (“Bone”),
under which Revenir is to acquire 80% of the ordinary fully paid shares
and 100% of the preference shares in Bone with an option to acquire the
remaining 20% of the ordinary shares. In consideration for the acquisition,
Revenir will issue the shareholders in Bone fully paid ordinary shares,
along with Class A, Class B and Class C preference shares in the capital
of Revenir.
Bone was formed in December 2002 in Jersey, with a mission to focus
on developing breakthrough treatments for musculo-skeletal degeneration
and disease.
3. SCOPE
PKF Corporate Advisory Services (WA) Pty Ltd have been requested to conduct
an independent review of the Historical Consolidated Statement of Financial
Position of Revenir as at 30 April 2004, and the Pro-Forma Consolidated
Statement of Financial Position of Revenir as at 30 April 2004.
The purpose of the Pro-Forma Consolidated Statement of Financial Position
is to demonstrate the financial effect on the Company assuming that the
following transactions and events had taken place on 30 April 2004:
-
The consolidation of the Company’s
existing issued capital on the basis that every 4 fully paid shares
in the capital of the Company be consolidated into 1 fully paid ordinary
share in the capital of the Company;
-
The acquisition of 80% of Bone via the issue of
34,000,000 fully paid ordinary shares and 20,000,001 fully paid preference
shares. The value assigned to the acquisition of Bone is based on the
table below:
| |
No. Issued |
Value per
security
$
|
Total
value
$
|
| Shares |
34,000,000 |
0.60 |
20,400,000 |
| Preference shares - Class A |
1 |
0.01 |
0.01 |
| Preference shares - Class B |
10,000,000 |
0.01 |
100,000 |
| Preference shares - Class C |
|
0.01 |
100,000 |
| TOTAL |
|
|
20,600,000.01 |
Revenir is acquiring 80% of the net assets of Bone. The fair value
of 80% of the net assets of Bone at 30 April 2004 was $244,374, resulting
in goodwill on the acquisition of Bone of $20,355,626.
The Directors of Bone have developed a cashflow projections model in
relation to the commercialisation of Bone’s products. PKF Corporate
Advisory Services (WA) Pty Ltd has reviewed the cashflow projections
model to determine if the material underlying assumptions are reasonable.
PKF Corporate Advisory Services (WA) Pty Ltd has used the cashflow
projections model to value Bone based on the Discounted Cash Flows
valuation method and it is this valuation that supports the carrying
value of goodwill.
-
The issue of 2,500,000 shares at $0.60 each to raise $1,500,000
assuming no oversubscriptions;
-
The settlement of capital raising costs incurred
by the Company of $240,000 in relation to the Prospectus. These costs
are recognised directly in equity as a reduction of the share proceeds
received in accordance with UIG 23 “Transaction
costs arising on the issue of equity instruments”; and
-
The issue of 1,000,000 options to Bluewater
Capital Limited (“Bluewater”).
The options to be issued by the Company have not been bought to account as
an expense.
Our review of the Historical and Pro-Forma Consolidated
Statement of Financial Position of Revenir was conducted in accordance
with Australian Auditing Standard AUS 902 “Review of Financial Reports” and
was limited to such inquiries and procedures as we, in our professional
judgement, considered reasonable in the circumstances including:
-
A review of work papers, accounting records and other documents
prepared by the Company and Bone;
-
A review of the Directors assumptions used to compile the Pro-Forma
Consolidated Statement of Financial Position as set out in Note 8 of
this Report;
-
Inquiry of Directors, management and others; and
-
A review for post balance date events.
Our review was undertaken in order to state whether,
on the basis of the procedures described, anything has come to our attention
that would indicate that:
-
The Historical Consolidated Statement of Financial Position of Revenir
as at 30 April 2004 is not presented fairly in accordance with the
measurement requirements, but not the disclosure requirements, of applicable
Accounting Standards and other mandatory professional reporting requirements
in Australia; and
-
The Pro-Forma Consolidated Statement of Financial Position as at
30 April 2004 is not presented fairly in accordance with the measurement
requirements, but not the disclosure requirements, of applicable Accounting
Standards and other mandatory professional reporting requirements in
Australia, assuming the transactions and events set out in Note 8 of
Annexure A had taken place as at 30 April 2004.
These review procedures do not provide all the evidence
that would be required in an audit, thus the level of assurance provided
is less than given in an audit. We have not performed an audit on the
Historical and Pro-Forma Consolidated Statement of Financial Position
of Revenir set out in Annexure A and accordingly, we do not express
an audit opinion on the Historical and Pro-Forma Consolidated Statement
of Financial Position of Revenir as at 30 April 2004.
4. STATEMENT
4.1 Historical Consolidated Statement of Financial Position of Revenir
Based on the scope of our review, which is not an audit, nothing has
come to our attention which causes us to believe that the Historical
Consolidated Statement of Financial Position of Revenir as at 30 April
2004 as set out in Annexure A, is not presented fairly in accordance
with the measurement requirements, but not the disclosure requirements,
of applicable Accounting Standards and other mandatory professional reporting
requirements in Australia.
4.2 Pro-Forma Consolidated Statement of Financial Position of Revenir
Based on the scope of our review, which is not an audit, nothing has
come to our attention which causes us to believe that the Pro-Forma
Consolidated Statement of Financial Position of Revenir as at 30 April
2004, as set out in Annexure A, is not presented fairly in accordance
with the measurement requirements, but not the disclosure requirements,
of applicable Accounting Standards and other mandatory professional
reporting requirements in Australia, on the basis and assumption that
the transactions and events set out in Note 8 of Annexure A had taken
place as at 30 April 2004.
5. SUBSEQUENT EVENTS
To the best of our knowledge and belief, and based on the work we have
performed in relation to the scope of work set out in Section 3 of
this Report, there have been no material transactions and events subsequent
to 30 April 2004, other than those included in our Report, which would
require a comment on or adjustment to, the information referred to
in our Report or that would cause the information included in this
Report to be misleading.
We have no responsibility to update this Report for events and circumstances
occurring after the date of this Report.
6. DECLARATION
PKF Corporate Advisory Services (WA) Pty Ltd is responsible for this
Report. This Report is strictly limited to the matters contained herein
and is not to be read as extending by implication or otherwise, to
any other matter.
PKF Corporate Advisory Services (WA) Pty Ltd does not have any interest
that could reasonably be regarded as being capable of affecting its ability
to give an unbiased opinion in relation to this matter.
Except for fees relating to this Report and the preparation of an Independent
Experts Report in relation to the planned acquisition of Bone, which
are based on normal commercial terms, PKF Corporate Advisory Services
(WA) Pty Ltd does not have any interest in the Company nor in the outcome
of the Capital Raising.
PKF Corporate Advisory Services (WA) Pty Ltd has not made, and will not
make, any recommendation through the issue of this Report to potential
investors of the Company as to the merits of the investment.
The nature of this report is such that it should be given by an entity
which holds an Australian Financial Services licence under the Financial
Services Reform Act 2001. PKF Corporate Advisory Services (WA) Pty Ltd
is wholly owned by PKF Chartered Accountants and holds the appropriate
Australian Financial Services licence.
Consent for the inclusion of this Report in the Prospectus in the form
and context in which it appears has been given. At the date of this Report,
this consent has not been withdrawn.
Yours sincerely
PKF Corporate Advisory Services (WA) Pty Ltd
IAN P OLSON
Director
Authorised Representative under Proper Authority |