Page 84 - OneVue Annual Report 2015

Notes to the financial statements

Note 33. Business combinations (continued)

The consideration for SIPL comprised:

• Base consideration paid on completion of $4.30 million in fully paid ordinary shares in OneVue Holdings Limited
(OneVue) at an agreed price of $0.35 each, being a total of 12.286 million OneVue shares (and representing
approximately 7.4% of OneVue’s expanded issued capital at the time); plus

• Contingent consideration to be calculated as 50% of actual Select Brand Book Revenue for FY2015 minus $0.5
million, payable in respect of the two 6 monthly periods of FY2015 in fully paid ordinary shares in OneVue at an
agreed price of $0.35 each.

The contingent consideration was recognised at the date of acquisition as $0.50 million, based on forecast Select Brand
Book Revenue for FY2015. Based on actual Select Brand Book Revenue, the contingent consideration has reduced to
$0.20 million as at 30 June 2015, with $0.30 million recognised as fair value adjustment through profit and loss.

Refer to note 36 for further information on the shares issued after the reporting period. SAML SIPL
The fair values of the acquisition are: $’000 $’000
5,285
Cash and cash equivalents 606
Trade receivables 372 233
Other receivables 190 345
Other assets
Fixed assets 2 5
Intangible assets – client contracts 35 -
Intangible assets – software 949 1,783
Trade creditors 560
Other creditors and accruals - (273)
Provisions (919) (28)
Interest bearing liabilities (493) -
Deferred tax liability (134) -
Tax asset/(liability) (535)
Employee entitlements (11) (213)
(285) (537)

34
-

Net assets acquired 5,025 1,946
Goodwill 2,330 2,854
7,355 4,800
Acquisition date fair value of the total consideration transferred
Cash paid or payable to vendor 5,119 -
Contingent consideration - 500
Deferred consideration
Ordinary shares issued 2,236 -
- 4,300
Cash used to acquire business, net of cash acquired 4,800
Acquisition date fair value of the total consideration transferred 7,355
Less: cash and cash equivalents -
7,355 (606)
(5,285)

Net cash used 2,070 (606)

84 - ONEVUE ANNUAL REPORT 2015