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Whitehaven Coal Limited : Annual Report 2012
138 NOTES TO THE FINANCIAL STATEMENTS 30 JUNE 2012 39. BUSINESS COMBINATIONS AND ACQUISITIONS OF NON-CONTROLLING INTERESTS (CONTINUED) The fair values relating primarily to property, plant and equipment, exploration and evaluation expenditure, acquired intangibles and taxation are provisional due to the complexity of the acquisition and due to the inherently uncertain nature of the mining industry, mining properties and intangible exploration and evaluation assets, in particular. The review of the fair value of the assets and liabilities acquired will be completed within 12 months of the acquisition date at the latest. Goodwill arises principally because of the requirement to recognise deferred income tax assets and liabilities for the difference between the assigned fair values and the tax bases of assets acquired and liabilities assumed in a business combination at amounts that do not reflect fair value. The fair value of the non-controlling interest in Coalworks Limited was determined using the $1 per share offer made by the Group to Coalworks Limited shareholders. Prior to acquisition, the Group held an existing equity interest in Coalworks Limited as an available for sale investment. The fair value gain on this investment recognised in other income in the income statement for the current year was $4,766,000 (see Note 9). Acquisition of additional interest in Coalworks Limited In the period from 20 June to 30 June 2012 the Group acquired additional interests in the voting shares of Coalworks Limited, increasing its ownership interest to 77.0%. Cash consideration of $53,112,000 is payable to non-controlling interest shareholders. From the date of acquisition, the companies acquired contributed the following amounts of revenue and net profit/(loss) to the Group: In thousands of AUD Boardwalk Resources Limited Aston Resources Limited Coalworks Limited Revenue -- -- -- Net profit/(loss)1 (114,985) 116,118 -- 1 Net profit/(loss) includes the gain on sale of joint venture interest and impairment of goodwill on acquisition of Boardwalk Resources (refer to note 7 for details). If the business combinations had been completed on the first day of the financial year, the consolidated statement of comprehensive income would have included revenue of $nil and a net loss1 of $90.9 million. Transaction costs of $41.4 million have been expensed and are included in administrative expenses. Acquisitions in the year ended 30 June 2011 During the year the consolidated entity acquired a coal marketing business for cash consideration of $7,024,000. The fair values of net assets acquired as at the date of acquisition were: In thousands of AUD Fair value at acquisition date Non-current assets Property, plant and equipment 50 Marketing commission rights acquired1 7,000 Liabilities Employee benefits (26) Fair value of net assets acquired 7,024 Total consideration 7,024 1 The marketing commission rights arise as a result of acquiring interests in existing marketing agreements. The consolidated entity will receive the benefit of cost savings on marketing commissions that would have otherwise been payable under the marketing agreements. Of the total cost savings on marketing commissions, $0.3m related to marketing commissions payable as at the date of acquisition and were expensed on acquisition. The remaining $6.7m of cost savings were recognised as an intangible asset (refer to note 21).
Annual Report 2011
Annual Report 2013