Sunday, 26 October 2014

Announcement

FLLYR: SGL: Annual Results Release

10 Sep 2012 17:01NZX
This report is based upon financial statements which are in the process of
being audited.  We do not expect that there will be any material change or
any qualifications.

Speirs Group Limited
Results for announcement to the market

Reporting Period Year Ended 30 June 2012
Previous Reporting Period Year Ended 30 June 2011

Amount (000s) Percentage change
Revenue from ordinary activities $NZ14,168 2.43%
Profit (loss) from ordinary activities after tax attributable to security
holders $NZ(751) 4.70%
Net profit (loss) attributable to security holders. $NZ(751) 4.70%

Interim/Final Dividend Amount per security Imputed amount per security
It is not proposed to pay a final dividend $N/A

Record Date Not Applicable
Dividend Payment Date Not Applicable

DIRECTOR''S STATEMENT

REBUILDING IN A TOUGH ENVIRONMENT

The company has been focused on rebuilding shareholder value through improved
performance of existing businesses and seeking new opportunities. At the same
time we have sought to resolve the continued effects of the adverse
occurrences that significantly affected the company in recent years. The
difficult business conditions have hampered these aspirations and the results
are disappointing.  The other issue that has required Board attention is the
significant borrowings that are maturing in late 2013.  We can report
progress on all these matters as follows:

Speirs Foods
Speirs Foods has maintained its strong position as a leader in the
processing, distributing and marketing of fresh salads and other foods in the
New Zealand marketplace.   However,  the fresh food market has contracted in
recent times.  Total Revenue for Speirs Foods of $13.4 million this year was
only marginally down on the $13.6 million achieved in 2011 and represents a
good outcome in the circumstances
Material and labour costs were in line with expectations and previous years
but there was a substantial increase in insurance costs.  The introduction of
new product lines adversely affected productivity for a period offsetting the
improvements in production methods and labour efficiency. While some other
expense savings were made, the reduced revenue largely flowed through to the
bottom line resulting in a $93,000 reduced surplus from this operation.
Sales growth continues to be challenging in the present market but effort is
continuing to increase and diversify the sales base and improve the
profitability of the business through improved efficiencies.
The premises previously occupied by Speirs Nutritionals in Marton, which are
owned by Speirs Foods, were leased to a new tenant in early 2012
Chris Newton has now been General Manager of Speirs Foods for two years and
is providing strong leadership and direction across all aspects of the
business.   A separate board comprising Derek Walker (Chair), John McCliskie
and Robert Speirs has provided good governance oversight and strategic
leadership.

Speirs Nutritionals Partners LP
The rights to our omega-3 Intellectual Property and our Processing Knowhow,
coupled with permission to use that Processing Knowhow to manufacture the
product in the UK, were sold in 2011. Speirs Nutritionals will receive a
series of quarterly Subsequent Payments that will be calculated by using an
agreed formula that recognises the accruing benefit arising from the rights
to use the Intellectual Property and the Processing Knowhow.   While this
figure is, by definition, unknown, it could amount to very large sums over
the years ahead.  The lead time for sales of products such as this to leading
food manufacturers around the globe can be quite long and no payments have
yet been received nor anticipated in the immediate future.
Speirs Nutritionals owned various items of manufacturing plant which have
largely  been sold or leased out during the year.  Remaining plant has been
written down to resale prices. This has resulted in the investment in Speirs
Nutritionals being written down by $266,000.

Speirs Securities Limited Partnership (SSLP)
In  September 2008 Speirs Finance was sold to Allied Nationwide Finance
Limited, which was subsequently placed in receivership.  In June 2012 Speirs
Group, through SSLP and in association with a funding partner, re-purchased
the rights to the remaining book of securitised receivables held in the
portfolio. The book will rundown to nil over the period to October 2014.
as the existing loans are repaid. The favourable terms of purchase and
funding has resulted in a net gain to Speirs Group of $304,000.
Further opportunities to redevelop a profitable fleet financing operation are
being considered.

Corporate
Corporate overhead (non-financial) costs have been maintained at the much
reduced level achieved in the prior year.

Capital
The capital position of the company has been adversely effected by the events
of the last few years.  The board is conscious of the significant borrowings
that mature in late 2013.  While these borrowings are being serviced out of
existing cash flow the capital structure of the company does need
strengthening.  The first stage of addressing this was completed in June
2012.  $679,000 of perpetual preference shares were issued to existing
substantial shareholders and the equivalent number of convertible redeemable
preference shares cancelled.   The perpetual preference shares qualify as
equity thus increasing the permanent capital of the company, reducing both
the capital gearing and the borrowings that mature in late 2013.   Further
initiatives to improve the capital position of the company will be developed
in the coming year.

Board of Directors
At 30 June 2012 the Board of Directors of the Company comprised three
non-executive directors:
Keith Taylor B.Sc B.C.A  F.I.A., Chairman
Nelson Speirs, FCA.
Derek Walker, B.E.(Hons), B.B.S.
Nelson Speirs retires by rotation at the time of the 2012 Annual General
Meeting of shareholders and, being eligible, seeks re-election.

FINANCIAL REVIEW

Financial Performance
The activities described above have impacted significantly upon the financial
performance of the group during the financial year under review.
Speirs Group Limited recorded a loss after tax of $751,000 compared to the
loss of $788,000 reported in the previous year.  Our operating cash flow
deficit reduced to $52,000 down from $390,000 reported in the previous year.
Speirs Foods Limited contributed a profit of $136,000 (last year $229,000).
A net gain on acquisition of $304,000 was made from the successful
acquisition of a 50% share in the subordinated debt of Speirs Securities
Limited along with a future revenue stream to perform the administrative
functions for Speirs Securities Limited.   The investment in Speirs
Nutritionals was written down by $266,000, largely reflecting reduced values
for plant.
Corporate overheads amounted to $395,000 (last year $377,000) and net
interest costs amounted to $587,000 (last year $633,000).

Dividend
The Directors have decided that no dividend be paid on the ordinary shares.

Investments
The company''s principal external investments are with the Allied Farmers
Group, arising from the sale of Speirs Finance in September 2008.

Speirs Group holds $2 million of bonds in Allied Nationwide Finance Limited
which is in receivership. Your directors remain uncertain as to the future
collectability of this investment:  accordingly, they continue to fully
impair the investment in the bonds with an impairment provision of $2
million.    Speirs Group holds a put option over these bonds which enables
the sale of the bonds to Allied Farmers on 30 September 2013. While Allied
Farmers continues to recognise this as a liability in their published
financial statements, the directors of Speirs Group have determined not to
attribute any value to the put option until there is greater certainty that
it will be settled when put. Speirs Group also held half a million
convertible redeemable preference shares in Allied Capital Limited.  A notice
of redemption was given to Allied Capital Limited in February 2012   Allied
Capital did not make the required redemption payment and we remain an
unsecured creditor of Allied Capital for the $500,000 principal plus accrued
dividends.   Subsequent to year end Allied Capital was placed into
liquidation as a result of legal action taken by Speirs Group. Allied
Capital''s only asset is a large parcel of shares in Allied Farmers Limited.
The current low market value of Allied Farmers Limited shares means it is
very unlikely that Allied Capital will be able to pay Speirs Group any of the
amount that is owed. Accordingly the impairment provision raised previously
for the full $500,000 carrying value of the investment remains and no
dividend accrual has been recognized.

OUTLOOK
Your directors'' objective is to rebuild the value of the company.   We
continue to seek new business opportunities and to improve the financial
performance of the existing businesses.  In the year ahead we will be taking
action to enhance our equity base and to address the maturing of borrowings
in the latter part of 2013.

OUR PEOPLE
Nelson Speirs concluded his term as Chairman of the company at the AGM in
November 2011. We wish to acknowledge the major contribution that Nelson has
made to the company in this role and look forward to his continued
involvement as a director.

Speirs Group has continued to benefit, as it has for many years, from strong
supportive relationships with all its stakeholders. We wish to again
thank our investors, customers, suppliers and staff for the strong support
they have provided during this past twelve month period

Keith Taylor
Chairman
FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
as at 30 June 2012
Group

Notes  June
2012
$''000  June
2011
$''000
Assets
Current Assets
Cash and Cash Equivalents 12 339 245
Trade and Other Receivables 13 1,205 1,107
Loans and Advances 16 200 200
Inventories 14 376 376
Total Current Assets  2,120 1,928
Non Current Assets
Investment in Associates 15 701 977
Trade and Other Receivables 13 543 -
Property, Plant & Equipment 18 3,401 3,858
Intangible Assets 19 17 29
Total Non Current Assets  4,662 4,864
Total Assets  6,782 6,792
Liabilities
Current Liabilities
Trade and Other Payables 20 1,814 1,428
Total Current Liabilities   1,814 1,428
Non Current Liabilities
Borrowings 21 4,086 4,365
Total Liabilities  5,900 5,793
Equity
Contributed Capital 22 13,391 12,757
Accumulated Deficits  (12,509) (11,758)
Capital & Reserves   882 999
Total Equity and Liabilities  6,782 6,792

The accompanying notes are an integral part of these financial statements.

STATEMENT OF COMPREHENSIVE INCOME
for the year ended 30 June 2012

Group

Notes  2012
$''000   2011
$''000
Revenue  13,393 13,611
Movement in Inventory Levels  - (27)
Purchases of Raw Materials  (4,418) (4,553)
Employee Benefits Expense 6 (3,413) (3,483)
Freight, Packaging & Other  (4,296) (4,202)
Net Trading Income  1,266 1,346
Other Income 7 746 140
Total Net Income earned from Operating Activities  2,012 1,486
Share of Gain/(Loss) on Associates 15 (276) 24
Impairment (Loss) on Associate 15 - (72)
Other Expenses 8 (1,396) (986)
Earnings Before Interest, Depreciation and Amortisation  340 452
Interest Income  29 81
Interest Expense  (616) (714)
Net Interest Expense 9 (587) (633)
Depreciation, Impairment and Amortisation 18 & 19 (504) (607)
Loss  Before Income Tax   (751) (788)
Income Tax (Expense)/ Benefit 10 - -
Loss  After Income Tax (751) (788)

Group
Total Loss per Share Attributed to Equity Holders of the Company : Note
2012
Cents
2011
Cents
Basic Loss per Share 11 (6.77) (7.27)
Diluted Loss per Share 11 (6.77) (7.27)

The accompanying notes are an integral part of these financial statements

STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 2012

Group

Contributed
Capital
$''000 Accumulated   Deficits
$''000 Total    Equity
$''000
Balance at 1 July 2011 12,757 (11,758) 999
Comprehensive Income
Loss for the Year - (751) (751)
Total Comprehensive Income - (751) (751)

Transactions with Owners
Issue of Perpetual Preference Shares 584 - 584
Issue of Ordinary Shares 50 - 50
Total Transactions with Owners 634 - 634
Balance at 30 June 2012 13,391 (12,509) 882

Group

Contributed          Capital
$''000 Accumulated Deficits
$''000 Total      Equity
$''000
Balance at 1 July 2010 12,757 (10,970) 1,787
Comprehensive Income
Loss for the Year - (788) (788)
Total Comprehensive Income - (788) (788)

Balance at 30 June 2011 12,757 (11,758) 999

The accompanying notes are an integral part of these financial statements

STATEMENT OF CASH FLOWS
for the year ended 30 June 2012  Group

Notes
2012
$''000
2011
$''000
Cash Flows from Operating Activities
Interest Received  29 81
Dividends Received    10 10
Cash Receipts from Customers  13,367 13,543
Other Income  193 138
Dividends Paid on Convertible Redeemable Preference Shares  (289) (293)
Interest Expense  (170) (207)
Cash Paid to Suppliers and Employees  (13,192) (13,662)
Net Cash from Operating Activities 23 (52) (390)
Cash Flows from Investing Activities
Proceeds from Sale of Property, Plant & Equipment  43 24
Repayment of Advances from Speirs Nutritionals - 569
Investment in Associates  - (298)
Acquisition of Intangible Assets  - (38)
Acquisition of Property, Plant & Equipment  (105) (58)
Net Cash Flows from Investing Activities  (62) 199
Cash Flows from Financing Activities
Issue of Ordinary Shares  50 -
Proceeds from Borrowings  205 300
Costs of Issuing Equity (PPS)  (47) -
Repayments of Borrowings  - (510)
Net Cash Flows from Financing Activities  208 (210)

Net Increase / (Decrease) in Cash and Cash Equivalents 94 (401)
Cash and Cash Equivalents at Beginning of Year 245 646
Cash and Cash Equivalents at Year End 12 339 245

The accompanying notes are an integral part of these financial statements

Notes to the Financial Statements
1 GENERAL INFORMATION
Speirs Group Limited operates as a holding company.    Speirs Investments
Limited is a wholly owned subsidiary of Speirs Group Limited and operates as
an investment holding company which has issued secured stock to the public.
Speirs Foods Limited was formed on 1 July 2010 and is also a wholly owned
subsidiary of Speirs Group Limited and is involved in the production and
distribution of fresh food products. Speirs Securitisation LP was formed on
31 May 2012 and is also a wholly owned subsidiary of Speirs Group Limited and
is involved in providing administrative services to a securitisation
programme.

Speirs Group Limited is a limited liability company incorporated and
domiciled in New Zealand. The postal address of the head office of Speirs
Group Limited is PO Box 318, Palmerston North, New Zealand.
Speirs Group Limited has equity securities listed on the alternative list
(NZAX) of New Zealand Exchange Limited.
2 SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied to all the years presented, unless otherwise stated.
2.1 Basis of Preparation
These financial statements have been prepared in accordance with Generally
Accepted Accounting Practices in New Zealand.  They comply with the New
Zealand equivalents to International Financial Reporting Standards (NZ IFRS),
and other applicable Financial Reporting Standards, as appropriate for
profit-oriented entities.
The financial statements are presented in New Zealand dollars, the company''s
functional currency, and are rounded to the nearest thousand. They are
prepared using the historical cost basis.
Compliance with International Financial Reporting Standards
The financial statements of Speirs Group Limited comply with International
Financial Reporting Standards ("IFRS").
Entities Reporting
The consolidated financial statements of the ''Group'' are for the economic
entity comprising Speirs Group Limited, its wholly owned subsidiaries Speirs
Foods Limited, Speirs Securitisation LP and Speirs Investments Limited. All
entities within the group are registered in New Zealand.
The Parent Company and the Group are designated as profit-oriented entities
for financial reporting purposes.
Statutory Base
Speirs Group Limited is a company registered under the Companies Act 1993 and
is an issuer in terms of the Financial Reporting Act 1993.
The financial statements have been prepared in accordance with the
requirements of the Financial Reporting Act 1993 and the Companies Act 1993.
Critical Accounting Estimates
The preparation of financial statements in conformity with NZ IFRS and IFRS
requires management to make judgements, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgements about carrying values of assets and liabilities that are
not readily apparent from other sources.   Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision only affects that period, or in the
period of the revision and future periods if the revision affects both
current and future periods.
Judgements made by management in the application of NZ IFRS and IFRS that
have a significant effect on the financial statements and estimates with a
significant risk of material adjustment in the next year are discussed in
note 3.
2.2 Principles of Consolidation
The consolidated financial statements incorporate the assets, liabilities and
results of Speirs Group Limited (''company'' or ''parent entity''), its wholly
owned subsidiaries Speirs Foods Limited, Speirs Securitisation LP and Speirs
Investments Limited as at 30 June 2012.   Speirs Group Limited and its wholly
owned subsidiaries are referred to in these financial statements as the Group
or the consolidated entity.
Subsidiaries are those entities over which the company has the power to
govern the financial and operating policies, generally accompanying a
shareholding of more than one-half of the voting rights coupled with the
ability to appoint the majority of the directors. The existence and effect of
potential voting rights that are currently exercisable or convertible are
considered when assessing whether the company controls another entity.
Intragroup balances and any unrealised gains and losses or income and
expenses arising from intragroup transactions, are eliminated in preparing
the consolidated financial statements. Unrealised losses are eliminated in
the same way as unrealised gains, but only to the extent that there is no
evidence of impairment.

2.3 Associates

Associates are all entities over which the Group has significant influence
but not control, generally evidenced by holding of between 20% and 50% of the
voting rights. Investments in associates are accounted for by the Group by
using the equity method of accounting and are initially recognised at cost.
The Group''s share of its associates'' post-acquisition profits or losses is
recognised in the statement of comprehensive income, and its share of
post-acquisition movements in reserves is recognised in reserves.  The
cumulative post-acquisition movements are adjusted against the carrying
amount of the investment.  When the Group''s share of losses in an associate
equals or exceeds its interest in the associate, including any other
unsecured receivables, the Group does not recognise further losses, unless it
has incurred obligations or made payments on behalf of the associate.

Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group''s interest in the associates.
Unrealised losses are also eliminated unless the transaction provides
evidence of an impairment of the asset transferred.  Accounting policies of
associates have been changed where necessary to ensure consistency with the
policies adopted by the Group.

2.4 Financial Assets
The Group classifies its financial assets in the following category:'' loans
and advances''. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of
its financial assets at initial recognition (as determined by their
settlement date) and re-evaluates this designation at every reporting date.
Regular purchases and sales of financial assets are recognised on the trade -
date - the date on which the Group commits to purchase or sell the asset.
Loans and Advances
Loans and advances are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
Loans and advances are accounted for at amortised cost using the effective
interest method. Loans and receivables are initially recognised at fair value
inclusive of transaction costs. Loans and receivables are derecognised when
the rights to receive cash flows from them have expired or where the Group
has transferred substantially all risks and rewards of ownership.
2.5 Compound Financial Instruments
Compound financial instruments issued by the group comprise convertible notes
that can be converted to share capital at the option of the holder, and the
number of shares to be issued does not vary with changes in their fair value.

The liability component of a compound financial instrument is recognised
initially at the fair value of a similar liability that does not have an
equity conversion option. The equity component is recognised initially at the
difference between the fair value of the compound financial instrument as a
whole and the fair value of the liability component. Any directly
attributable transaction costs are allocated to the liability and equity
components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound
financial instrument is measured at amortised cost using the effective
interest method. The equity component of a compound financial instrument is
not re-measured subsequent to initial
recognition except on conversion or expiry.

The equity component of a compound financial instrument is recognised as part
of Contributed Capital.

2.6 IMPAIRMENT
Impairment of Non-Financial Assets
The carrying amounts of the Group''s non-financial assets, other than
inventory and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such
indication exists then the asset''s recoverable amount is estimated. For
intangible assets that have indefinite lives or that are not yet available to
use, the recoverable amount is estimated at each reporting date.
An impairment loss is recognised if the carrying amount of an asset or its
cash-generating unit exceeds its recoverable amount. A cash-generating unit
is the smallest identifiable asset group that generates cash flows that are
largely independent from other assets and groups. Impairment losses are
recognised in the profit or loss. Impairment losses recognised in respect of
cash-generating units are allocated first to reduce the carrying amount of
any goodwill allocated to the units and then to reduce the carrying amount of
the other assets in the unit, or group of units, on a pro-rata basis. The
cash generating units are Speirs Nutritionals Partners LP and Rosa Foods
Limited (associates of Speirs Group Limited), Speirs Investments Limited and
Speirs Foods Limited (wholly owned subsidiaries of Speirs Group Limited).
The recoverable amount of an asset or a cash-generating unit is the greater
of its value in use and its fair value less costs to sell. In assessing value
in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset.
An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset''s carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.

2.7 Property, Plant and Equipment
Owned Assets
Land is recorded at historical cost.  Historical cost includes expenditure
that is directly attributable to the acquisition of the land.
Buildings, plant and equipment, computer equipment and vehicles are stated at
historical cost less accumulated depreciation and impairment losses.
Historical cost includes expenditure that is directly attributable to the
construction or acquisition of the items.
Subsequent costs are included in the asset''s carrying value or recognised as
a separate asset, as appropriate, and only when it is probable that future
economic benefits associated with the item will flow to the Group and the
cost of the item can be reliably measured. All other expenses are charged to
the statement of comprehensive income during the financial period in which
they are incurred.
Land is not depreciated.  Depreciation on other assets is calculated using
the straight-line method to allocate assets'' costs less their residual values
to their estimated lives, as follows:
o Buildings 2.50 - 3.00%
o Computer Equipment 12.50 - 20.00%
o Vehicles 20.00%
o Other plant and equipment 10.00 - 25.00%
The assets'' residual values and useful lives are reviewed, and adjusted if
appropriate, at each reporting date.
Gains and losses on disposals are determined by comparing proceeds with
carrying amount. These are included in the statement of comprehensive income.

2.8 Intangible Assets
Acquired computer software and other identifiable intangible assets are
capitalised on the basis of the costs incurred to acquire them and bring them
to use.
Computer software costs and other intangible assets are considered to have a
definite life and are amortised over the best estimate of their useful lives
(4 years).
2.9 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
determined using the first-in, first-out (FIFO) method. The cost of finished
goods comprises raw materials, direct labour, other direct costs and related
production overheads (based on normal operating capacity). It excludes any
borrowing costs. Net realisable value is the estimated selling price in the
ordinary course of business, less applicable variable selling expenses.
2.10 Trade Receivables and Loans and Advances
Trade receivables and loans and advances are initially recognised at fair
value and subsequent to initial recognition are measured at amortised cost,
less provision for impairment. A provision for impairment of trade
receivables and loans and advances is established when there is objective
evidence that the Group will not be able to collect all amounts due according
to the original terms of receivables, loan and or advance. Significant
financial difficulties of the debtor, probability that the debtor will enter
bankruptcy or financial reorganisation, and default or delinquency in
payments are considered indicators that the trade receivable is impaired.
2.11 Cash and Cash Equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and bank overdrafts. Bank overdrafts are shown within
liabilities on the statement of financial position.
2.12 Share Capital
Ordinary shares and perpetual preference 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.
2.13 Trade and Other Payables
Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers.
Accounts payable are classified as current liabilities if payment is due
within one year or less (or in the normal operating cycle of the business if
longer). If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.

2.14 Borrowings
Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently stated at amortised cost with any
difference between the proceeds (net of transaction costs) and the redemption
value being recognised in the statement of comprehensive income over the
period of the borrowings using the effective interest method. Interest
expense is recognised using the effective interest method.

Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the end of the reporting period. Fees paid on the establishment
of loan facilities are recognised as transaction costs of the loan to the
extent that it is probable that some or all of the facility will be drawn
down. In this case, the fee is deferred until the draw-down occurs. To the
extent there is no evidence that it is probable that some or all of the
facility will be drawn down, the fee is capitalised as a pre-payment for
liquidity services and amortised over the period to which it relates.

2.15 Employee Benefits
Bonus Obligations
The Group recognises a liability and an expense for bonuses, based on a
formula that takes into consideration the expected level of payment.
Termination Benefits
Termination benefits are payable when employment is terminated by the Group
before the normal retirement date, or whenever the employee accepts voluntary
redundancy in exchange for these benefits.  The Group recognises termination
benefits when it is demonstrably committed to a termination when the entity
has a detailed formal plan to terminate the employment of current employees
without possibility of withdrawal.
Short-term employee benefits
Liabilities for wages and salaries, including non-monetary benefits, annual
leave and accumulating sick leave expected to be settled within 12 months
after the end of the period in which the employees render the related
services are recognised in respect of employees'' services up to the end of
the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled. All short-term employee benefit obligations are
presented as other payables.

2.16 Provisions
A provision is recognised when the Group has a present legal or constructive
obligation as a result of a past event; it is more likely than not that an
outflow of resources will be required to settle the obligation; and the
amount can be reliably estimated. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of the expenditures expected to
be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific
to the obligation. The increase in the provision due to passage of time is
recognised as interest expense.
2.17 Income Tax
Income tax on the profit or loss for the year comprises current and deferred
tax. Income tax is recognised in the statement of comprehensive income except
to the extent that it relates to items recognised directly in equity, in
which case it is recognised in the other comprehensive component in the
statement of comprehensive income.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantially enacted at the reporting date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is provided for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the
amounts used for taxation purposes. However, the deferred income tax is not
recognised if it arises from initial recognition of an asset or liability in
a transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss. The amount
of deferred tax provided is based on the expected manner of realisation or
settlement of the carrying amount of assets and liabilities, using tax rates
enacted or substantively enacted at the reporting date and are expected to
apply when the related deferred tax is realised or settled.
A deferred tax asset is recognised only to the extent that it is probable
that future taxable profits will be available against which the asset can be
utilised. Deferred tax assets are reduced to the extent that it is no longer
probable that the related tax benefit will be realised.
Deferred income tax is provided on temporary differences arising on
investments in subsidiaries and associates, except for deferred income tax
liability where the timing of the reversal of the temporary difference is
controlled by the group and it is probable that the temporary difference will
not reverse in the foreseeable future Deferred income tax assets and
liabilities are offset when there is a legally enforceable right to offset
current tax assets against current tax liabilities and when the deferred
income taxes assets and liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a net basis.
2.18 Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable
for the sale of goods and services in the ordinary course of the Group''s
activities. Revenue is shown net of goods and services tax, and is recognised
as follows:

Sales of Goods
Revenue from the sale of goods is recognised in the statement of
comprehensive income when the significant risks and rewards of ownership have
been transferred to the buyer. No revenue is recognised if there are
significant uncertainties regarding recovery of the consideration due,
associated costs, the possible return of goods, or continuing management
involvement with the goods.

Provision of Services
Revenue from the provision of services is recognised in the statement of
comprehensive income when the service has been performed.

Interest Income
Interest income and expense are recognised in the statement of comprehensive
income for all interest-bearing financial instruments, including loans and
advances, using the effective interest method. The effective interest method
is a method of calculating the amortised cost of a financial asset or
liability and of allocating the interest income or interest expense. The
effective interest rate is the rate that exactly discounts the estimated
future cash payments or receipts over the expected life of the instrument or,
when appropriate, a shorter period, to the net carrying amount of the
financial asset or financial liability.
2.19   Other Income
Dividend Income
Dividend income is recognised when the right to receive payment is
established.
2.20 Dividend Distribution
Dividend distributions to the Company''s shareholders are recognised as a
liability in the Group''s financial statements in the period in which the
dividends are approved.
2.21 Segment Reporting
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker. The chief operating
decision-maker, who is responsible for allocating resources and assessing
performance of the operating segments, has been identified as the Board of
Directors that makes strategic decisions.
2.22 Goods and Services Tax (GST)
The statement of comprehensive income has been prepared so that all
components are stated exclusive of GST.  All items in the statement of
financial position are stated net of GST, with the exception of trade
receivables and trade payables, which include GST invoiced.
2.23 Functional and Presentation Currency
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
liabilities denominated in foreign currencies are recognised in the profit
and loss component of the statements of comprehensive income, except when
deferred in equity as qualifying cash flow hedges in which case, they are
recognised in other comprehensive income.
2.24 Investment in Subsidiaries and Associates
The Parent Company records its investment in subsidiaries and associates at
cost less any accumulated impairment losses.

2.25  COMPARATIVES
Certain comparatives have changed to comply with current year presentation.
2.26 Financial Reporting Standards
a) New and Amended Standards adopted by the Group:
There are no new standards or amendments to standards effective for periods
beginning 1 July 2011 that are relevant to the Group.
b) Standards not early adopted by the Group:
The following existing standards relevant to the Group have been published
that are mandatory for the Group''s accounting periods beginning on 1 July
2012 or later periods but that the Group has not early adopted:
NZ IFRS 9: Financial Instruments (released and approved in December 2009).
This standard represents the beginning of re-writing the current financial
instruments standard, NZIAS39. It reduces the classifications and measurement
methods available for financial assets from four to three, being amortised
cost, loans and advances or fair value through profit or loss.

NZ IFRS 10: Consolidation Financial Statements (Issued June 2011). This
standard establishes principles for the presentation and preparation of
consolidated financial statements when an entity controls one or more other
entities.
NZ IFRS 12: Disclosure of Interest in Other Entities (Issued June 2011). This
is a new standard on disclosure requirements for all forms of interests in
other entities, including joint arrangements, associates special purpose
vehicles and other off balance sheet vehicles.
NZ IAS 28 (revised): Investments in Associates and Joint Ventures (Issued
June 2011). The revised standard prescribes the accounting for investments in
associates and sets out the requirements for the application of the equity
method when accounting for investments in associates and joint ventures
Initial applications of the standards are not expected to have any material
impact on the financial statements of the Group.

3 CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The Group makes assumptions and estimates that affect the reported amounts of
assets and liabilities. 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 accounting estimates and assumptions deemed critical to
the Group''s results and financial position, based upon materiality and
significant judgements and estimates, are discussed below:

Valuation Assumptions of Investment in Rosa Foods Limited
The Group has conducted impairment tests over this cash generating unit using
cash flow projections based on financial forecasts approved by senior
management covering a five year period and an assumed terminal real growth
rate of 2% (2011: 2%). The Group has applied a discount rate of 18.80%
(2011: 18.80%) to pre tax cash flows.
Recoverability of Allied Capital Limited Convertible Redeemable Preference
Shares/Debt Owing
The recoverability of the Convertible Redeemable Preference Shares/Debt Owing
is subject to any proceeds received after the senior debt in Allied Capital
Limited has been repaid.  Speirs Group Limited has applied to the Court to
place Allied Capital Limited into liquidation. This, combined with a review
of the known assets and liabilities of Allied Capital Limited and the
uncertainty therefore surrounding future recoverability of the Preference
Shares the directors of Speirs Group Limited have determined that it is
appropriate that a full provision remains in place against this asset.

Recoverability of Allied Nationwide Finance Limited (In Receivership)
Perpetual Bonds ("Unsecured Debt)
The recoverability of the unsecured debt is subject to any proceeds received
from the Receiver of Allied Nationwide Finance Limited (In Receivership).  As
there is considerable uncertainty surrounding any future recoveries the
directors have deemed it appropriate that a full provision remains in place
against the unsecured debt.

Speirs Nutritionals Partners LP
Speirs Group Limited''s carrying value of its investment in Speirs
Nutritionals Partners LP is based upon the underlying value of the Limited
partnership''s net assets.  The Limited Partnership is currently in the
process of disposing of some items of plant and equipment.  At 30 June 2012
best estimates of the estimated selling value of certain items of plant and
equipment have been made and appropriate impairment provisions made. Should
the actual sales value be less than the estimated realisable value additional
losses will be incurred.

Valuation of Subordinated Debt in Speirs Securities Limited
Speirs Securitisation LP''s carrying value in relation to its share of the
subordinated debt in Speirs Securities Limited is dependent upon the recovery
of loans made to Speirs Securities Limited borrowers, which are predominantly
secured over commercial motor vehicles.  In arriving at the carrying value of
Speirs Securitisation LP''s share of the subordinated debt in Speirs
Securities Limited provision has been made for non performance by some
borrowers.

4 SEGMENT REPORTING
For the purposes of this note, the chief operating decision-maker has been
identified as the Board of Directors of Speirs Group Limited. The Board
reviews the Group''s internal reporting pack on a monthly basis to assess
performance and to allocate resources. Within the pack, operating segments
have primarily been determined with reference to differences in products and
services.

The Board of Directors assesses the performance of the operating segments
based on a measure of net profit after tax. This measurement basis excludes
the effects of non-recurring expenditure from the operating segments such as
restructuring costs, legal expenses and goodwill impairments when the
impairment is the result of an isolated, non-recurring event.
A summarised description of each business unit is shown below:
Speirs Foods  The supply of salad and fresh cut vegetables to retailers and
caterers.

Other  The Group has some central operations and corporate costs which are
not allocated to business segments.   This includes the operations of Speirs
Investments Limited and Speirs Securitisation LP

The Group operates predominantly within New Zealand.

Group  12 months June 2012 Speirs Foods  Other Reconciliation
Consolidated
$''000  $''000   $''000  $''000
External Revenue
Interest Income 8 21 - 29
Revenue 13,393 - - 13,393
Other Income 147 599 - 746
Intersegment Revenue / (Eliminations) - 866 (866) -
Total Segment Revenue 13,548 1,486 (866) 14,168

Interest Expense (44) (572) - (616)

Overall Segment Result 136 53 (940) (751)
Income Tax Expense    -
Profit/(Loss)  for the Year    (751)

Segment Assets 5,252 5,530 (4,000) 6,782

Segment Liabilities 2,017 3,883 - 5,900
Depreciation, Impairment  and Amortisation 504 - - 504
Capital Expenditure 105 - - 105

Two customers account for 76% of the total Trading Income

Group  12 months June 2011 Speirs Foods   Other Reconciliation
Consolidated
$''000  $''000   $''000  $''000
External Revenue
Interest Income 7 74 - 81
Revenue 13,611 - - 13,611
Other Income 130 10 - 140
Intersegment Revenue / (Eliminations) - 396 (396) -
Total Segment Revenue 13,748 480 (396) 13,832

Interest Expense (38) (676) - (714)
Impairment Loss on Associates - (72) - (72)

Overall Segment Result 229 (621) (396) (788)
Income Tax Expense    -
Profit/(Loss)  for the Year    (788)

Segment Assets 5,592 5,200 (4,000) 6,792

Segment Liabilities 1,685 4,108 - 5,793
Depreciation and Amortisation 607 - - 607
Capital Expenditure 42 - - 42

Two customers account for 76% of the total Trading Income

5 FINANCIAL ASSETS AND LIABILITIES
Accounting Classifications and Fair Values
The table below sets out the Group''s classification of each class of
financial assets and liabilities, and their fair values (excluding accrued
interest).

Group 30 June 2012 Available for Sale Loans and Receivables Financial
Liabilities at Amortised Cost
Total Carrying Value Fair Value
$''000 $''000 $''000 $''000 $''000
Trade and Other Receivables 543 1,205 -  1,748 1,748
Loans and Advances - 200 - 200 200
Cash and Cash Equivalents - 339 - 339 339
543 1,744 - 2,287 2,287
Trade and Other Payables - -  1,814 1,814 1,814
Borrowings - - 4,086 4,086 4,086
- -  5,900 5,900 5,900

Group 30 June 2011 Loans and Receivables Financial Liabilities at Cost Total
Carrying Value Fair Value
$''000 $''000 $''000 $''000
Trade and Other Receivables 1,060 -  1,060 1,060
Loans and Advances 200 - 200 200
Cash and Cash Equivalents 245 - 245 245
1,505 - 1,505 1,505
Trade and Other Payables -  1,428 1,428 1,428
Borrowings -  4,365 4,365 4,365
-  5,793 5,793 5,793

Determination of Fair Values
The fair value of financial instruments traded in active markets is based on
quoted market prices at the balance sheet date.
The fair value of financial instruments that are not traded in an active
market is determined by using valuation techniques. These valuation
techniques maximise the use of observable market data where it is available
and rely as little as possible on entity specific estimates.
Cash and Cash Equivalents - at face value, as this approximates fair value
Trade and Other Receivables - at face value, after allowance for any assessed
impairment, as this approximates fair value
Investments in Debt and Equity Securities - at market or, if no active
market, at value assessed by management using a valuation technique and
approved by directors.
Non-Derivative Financial Liabilities - at net present value.
6 EMPLOYEE BENEFITS EXPENSE
Group

2012
$''000
2011
$''000

Employee Benefits Expense
Wages and Salaries  3,343 3,322
Other Personnel Expenses  70 161
Total Employee Benefits Expense  3,413 3,483
7 OTHER INCOME
Group

2012
$''000
2011
$''000

Other Income
Gain on Disposal of Property, Plant and Equipment  - 2
Gain on Acquisition of Speirs Securities Limited  555 -
Rental Income  72 67
Other Income  119 71
Total Other Income  746 140
8 OTHER EXPENSES
Group
2012
$''000
2011
$''000

Other Expenses
Fees Paid to Auditors
Statutory Audit of Financial Statements - KPMG 36 -
Statutory Audit of Financial Statements - PwC - 58
Underaccrual of 2011 Audit Fee - PwC 12 -
Other Assurance Services - PwC - 3
Other Assurance Services - KPMG * - -
Taxation Compliance Services - PwC 6 11
Directors Fees - Parent 130 125
Directors Fees - Subsidiaries 32 -
Bad Debts Written Off - 6
Insurance 248 178
Legal Fees - Speirs Securitisation LP Transaction 185 -
Legal Fees 28 55
Loss on Disposal of Sale of Property, Plant & Equipment 27 -
Rental Expenditure 7 2
Other Expenses 685 548
Total Other Expenses 1,396 986
* KPMG was paid $7,700 for advice provided in relation to the issue of the
Perpetual Preference Shares.  In accordance with IFRS this amount was
deducted from the equity raised rather than appearing as an expense in the
Statement of Comprehensive Income.
9 NET INTEREST INCOME/ (EXPENSE)
Group

2012
$''000   2011
$''000
Interest Income
Cash and Cash Equivalents  8 13
Loans and Advances   21 68
Total Interest Income  29 81

Interest Expense
Borrowings
Convertible Redeemable Preference Shares  293 293
Unwind of Discount on Convertible Redeemable Preference Shares 147 214
Secured Stock  119 170
Mortgage  44 29
On all other borrowings  13 8
Total Interest Expense 616 714
Net Interest Income/(Expense)  (587) (633)

10 INCOME TAX EXPENSE
Group
2012
$''000
2011
$''000

Tax Expense
Current Tax - -
Deferred Tax Expense/(Benefit) - Note 17 - -
Income Tax Expense/(Benefit) - -

Group

2012
$''000
2011
$''000
Reconciliation of Effective Tax Rate
Loss Before Income Tax (751) (788)
Income Tax at 28% (June 2011: 30%)  (210) (236)
Loss/(Gain) on Associates  44 14
Non-deductible Expenses 133 99
Unrecognised Future Income Tax Benefit 33 123
- -

Group
2012
$''000    2011
$''000
Imputation Credits
Imputation Credits at Beginning of Period  3,945 4,070
Income Tax Paid/(Income Tax Refunds Received)  - -
Imputation Credits Attached to Dividends Received  - -
Imputation Credits Attached to Convertible Redeemable Preference Share
Dividends Paid (125) (125)
Imputation Credits at Period End  3,820 3,945

The imputation credits are available to shareholders of the Company through
their shareholdings in the Company.

11 EARNINGS PER SHARE
Basic and Diluted Loss per Share

Group
2012
$''000
2011
$''000
Loss Attributable to Ordinary Shareholders
Loss for the Year (751) (788)
Loss for the Year Attributable to Ordinary Shareholders (751) (788)

Group
Note  2012
''000   2011
''000
Weighted Average Number of Ordinary Shares - Basic and Diluted
Issued Ordinary Shares at Beginning of the Year 22 10,835 10,835
Issued Ordinary Shares at End of the Year  11,335 10,835

Weighted Average Number of Ordinary Shares at Period End - Basic and Diluted
11,085 10,835

12 CASH AND CASH EQUIVALENTS
Group
30 June
2012
$''000   30 June
2011
$''000
Cash and Cash Equivalents
Cash at Bank 234 145
Short Term Deposits - Call 105 100
Total Cash & Cash Equivalents 339 245

All cash and cash equivalents are held in registered banks.
At 30 June 2012 and 30 June 2011 the Group has no overdraft facility.
The effective interest rates at reporting date with respect to cash and cash
equivalents are set out in the table below:
Group
30 June
2012       30 June
2011
Cash and Cash Equivalents
Cash at Bank         -      -
Short Term Deposits - Call 3.00% 3.00%

13 TRADE AND OTHER RECEIVABLES

Group        30 June 2012        30 June 2011
Gross Amount
$''000 Carrying Amount
$''000 Gross Amount
$''000 Carrying Amount
$''000
Trade and Other Receivables
Trade Receivables 1,086 1,086 1,060 1,060
Subordinated Debt in Speirs Securities Limited 543 543 - -
GST Refund 20 20 - -
Prepayments 99 99 47 47
Total Trade and Other Receivables 1,748 1,748 1,107 1,107
Current 1,205 1,205 1,107 1,107
Non Current 543 543 - -
Total 1,748 1,748 1,107 1,107

The subordinated debt in Speirs Securities Limited represents Speirs
Securitisation LP''s interest in the subordinated debt issued by Speirs
Securities Limited.  Speirs Securities Limited also issues senior ranking
debt to a New Zealand Registered Bank. Speirs Securities Limited''s assets
principally comprise finance receivables which are secured by way of a first
charge over, predominantly, commercial motor vehicles.

Trade and Other Receivables are considered to be collectable in full.
Accordingly, no allowance for impairment has been made.

14 INVENTORIES
Group
30 June
2012
$''000  30 June
2011
$''000
Inventories
Raw Materials and Consumables 312 288
Finished Goods 64 88
Total 376 376

No inventory is subject to retention of title clauses.

15 ASSOCIATE ENTITIES

Overall Summary

Group
Investments Equity Accounted
30 June
2012
$''000
30 June
2011
$''000
Share of Rosa Foods Limited 417 427
Share of Speirs Nutritionals Partners LP 284 550
701 977

Share of Profit/(Loss) of Associates       30 June
2012
$''000   30 June
2011
$''000
Share of Profit/(loss) of Rosa Foods Limited (10) 11
Share of  Profit of Speirs Nutritionals Partners LP (266) 13
(276) 24

During the year ended 30 June 2011 Speirs Nutritionals Partners LP sold their
Know How and Intellectual Property to a UK based company who will use these
assets to manufacture and distribute Omega -3 products.  Due to the lack of
certainty regarding future income streams from this activity, the directors
have decided to impair the investment the Company holds in Speirs
Nutritionals Partners LP to an amount equivalent to the Company''s share of
the net assets of Speirs Nutritionals Partners LP.

(a) Rosa Foods Limited
On 1 April 2008 the Company purchased 40% of the ordinary shares of Rosa
Foods Limited ("Rosa").  Rosa is a Wellington based food manufacturer
providing prepared meal products to the supermarket chains. Rosa has a
reporting date of 31 March.  Financial information for Rosa has been
extracted from unaudited management accounts for the period ended 30 June
2012. The Company did not receive a dividend from Rosa during the period
ended 30 June 2011.

Group
30 June
2012
$''000  30 June
2011
$''000
Opening Balance 427 416
Share of surplus/(deficit) after tax of associate (10) 11
Closing Balance 417 427

At 30 June the statement of financial position of Rosa was as follows:

2012
$''000
2011
$''000
Current Assets 355 352
Goodwill 550 550
Property Plant and Equipment 591 648
Total Assets 1,496 1,550
Current Liabilities 440 391
Non Current Liabilities 124 202
Total Liabilities 564 593
Net Assets 932 957

(b)Speirs Nutritionals Partners LP
On 1 February 2010 the Company acquired a 59.61% interest in Speirs
Nutritionals Partners LP ("SNPLP") in return for selling the Company''s shares
in Speirs Nutritionals Limited following a restructuring of the entities
within the Group.  SNPLP is a Limited Partnership which was formed when
Speirs Nutritionals trading entity was changed from that of a company to that
of a Limited Partnership. During the year ended 30 June 2011 Speirs Group
Limited increased its interest in SNPLP from 59.61% to 60.657%.   Financial
information for SNPLP has been extracted from unaudited management accounts
for the year ended 30 June 2012.   SNPLP is not accounted for as a subsidiary
as Speirs Group (under the terms of the underlying Partnership Agreement)
does not have control of SNPLP.  It does, however, have significant
influence.

Group
2012
$''000     2011
$''000
Share of surplus/(deficit) of associate (266) 13
Taxation expense - -
Share of deficit after tax of associate (266) 13
Less share of dividends received - -
Net addition/(deletion) to the investment carrying value (266) 13
Prior Year Balance Brought Forward 550 311
Additional Investment in Limited Partnership - 298
Impairment on Acquisition or as a Result of Additional Investment - (72)
284 550

The impairment on acquisition relates to the recognition of previously
unrecognised losses due to the accounting policy which ceased recognising the
trading losses of an associate when the net value of the investment in the
associate declined to nil.

At 30 June the statement of financial position of SNPLP was as follows:

2012
$''000
2011
$''000
Current Assets 105 90
Property Plant and Equipment 568 1,082
Total Assets 673 1,172
Current Liabilities 4 265
Non Current Liabilities 200 -
Total Liabilities 204 265
Net Assets 469 907
Speirs Group Share (60.657%) 284 550

16 LOANS AND ADVANCES
Group
30 June
2012
$''000  30 June
2011
$''000

Allied Capital Convertible Redeemable Preference Shares - 500
Allied Capital - Debt Owing 500 -
Loan to Speirs Nutritionals Partners LP 200 200
Loan to Speirs Securitisation LP - -
Speirs Investments Limited Unsecured Stock - -
Allied Nationwide Finance Limited Perpetual Bonds 2,000 2,000
2,700 2,700
Provision for Impairment (2,500) (2,500)
200 200

Current 200 200
Non-Current - -
200 200

Allied Capital Convertible Redeemable Preference Shares/Debt Owing
As part of the sale of the Group''s shareholding in Allied Farmers Limited to
Allied Capital Limited on 22 May 2009 the Group received 500,000 $1
Convertible Redeemable Preference Shares in Allied Capital Limited.  The main
terms of issue are that the Convertible Redeemable Preference shares have a
coupon rate of 10% per annum.  The Convertible Redeemable Preference shares
can be converted (at Speirs'' option) to either cash or ordinary shares in
Allied Capital Limited in the period from 30 May 2011 to 30 May 2012.
On 29 February 2012 Speirs Group Limited converted its Allied Capital
Convertible Redeemable Preference Shares into an unsecured debt owing from
Allied Capital Limited.  The unsecured debt ranks ahead of Allied Capital
Limited''s shareholders funds.
On 6 June 2012 Speirs Group Limited applied to the High Court to have a
liquidator appointed to liquidate Allied Capital Limited. On 18 July 2012 the
High Court appointed the Official Assignee as Allied Capital Limited''s
liquidator.
As the prior ranking liabilities of Allied Capital Limited are likely to
exceed the value of Allied Capital Limited''s assets the directors of Speirs
Group Limited decided to continue to fully impair this receivable.

Allied Nationwide Finance Limited Perpetual Bonds
As part of the sale of the finance division of Speirs Group Limited on 30
September 2008, the Group received, as part of the consideration 2,000,000 $1
Subordinated Perpetual Bonds in Allied Nationwide Finance Limited.   The
Allied Nationwide Finance Limited Perpetual Bonds ("The Bonds") have a par
value of $1.00 per bond.
The interest rate on the Bonds is reset annually on the 30th of September at
the greater of 10.00% or the one year swap rate plus 4.50%.  For the period
ended 30 June 2012 the interest rate applicable to The Bonds was 10.00%.
The Bonds are a component of Subordinated Debt of Allied Nationwide Finance
Limited.
During the year ended 30 June 2010 the Bonds were transferred to a wholly
owned subsidiary of Speirs Group Limited, Speirs Investments Limited.  0n 20
August 2010 Allied Nationwide Finance Limited went into receivership.  At 30
June 2012 Allied Nationwide Finance Limited (In Receivership) remains in
receivership. For this reason the directors have decided to fully impair
this receivable.

Loan to Speirs Nutritionals Partners LP
The Group has a loan facility to Speirs Nutritionals Partners LP.  The
facility is supported by a first charge over the assets of Speirs
Nutritionals Partners LP.  The interest rate on the loan is 10.50%.  The loan
matures on 30 June 2013.  Note 15 discloses the assets and liabilities of
Speirs Nutritionals Partners LP at 30 June 2012 and 2011.
Loan to Speirs Securitisation LP
The Group has a loan to Speirs Securitisation LP.  The facility is unsecured.
The interest rate on the loan is 8.25%.  The loan is on an "on call" basis.

17 DEFERRED INCOME TAX ASSET
Unrecognised Deferred Tax Assets
The Group has a deferred tax asset of $7,885,939 (2011: $7,853,227) which has
not been recognised. The asset not recognised is principally composed of tax
losses which would require taxable profit to realise them in excess of that
which can be reliably estimated in the medium term.
18 PROPERTY, PLANT AND EQUIPMENT
Land Buildings Computer Equipment Vehicles Other Plant & Equipment Capital
Work in Progress Total
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cost
Balance at 1 July 2010 80 2,787 911 399 4,850 48 9,075
Additions - 7 4 36 53 - 100
Disposals / Transfers - - (5) (49) (624) (42) (720)
Balance at 30 June 2011 80 2,794 910 386 4,279 6 8,455

Additions - 12 2 15 70 6 105
Disposals / Transfers - - - (16) (114) - (130)
Balance at 30 June 2012 80 2,806 912 385 4,235 12 8,430

Depreciation and Impairment Losses
Balance at 1 July 2010 - 366 611 307 3,381 - 4,665
Depreciation for the Year - 118 75 25 370 - 588
Disposals - - (5) (29) (622) - (656)
Balance at 30 June 2011 - 484 681 303 3,129 - 4,597

Depreciation for the Year - 118 55 23 242 - 438
Impairment - - - - 54 - 54
Disposals - - - (16) (44) - (60)
Balance at 30 June 2012 - 602 736 310 3,381 - 5,029

Carrying Amounts
At 1 July 2010 80 2,421 300 92 1,469 48 4,410
At 30 June 2011 80 2,310 229 83 1,150 6 3,858
At 30 June 2012 80 2,204 176 75 854 12 3,401

All assets are used for food processing purposes.

19 INTANGIBLE ASSETS

30 June 2012 30 June 2011
Purchased Software Purchased Software
$''000 $''000
Cost
Balance at Beginning of Year 164 126
Additions - 38
Disposals - -
Balance at End of Year 164 164

Amortisation and Impairment Losses
Balance at Beginning of Year 135 116
Amortisation for the Year 12 19
Disposals - -
Balance at End of Year 147 135

Carrying Amounts
At  Beginning  of Year 29 10
At End of Year 17 29
20 TRADE AND OTHER PAYABLES
Group
30 June
2012
$''000  30 June
2011
$''000
Trade and Other Payables
Trade Payables 1,397 1,009
Provisions 5 5
Other Payables and Accrued Expenses 412 414
1,814 1,428
21 BORROWINGS
Group
30 June
2012
$''000  30 June
2011
$''000
Borrowings
Secured Stock - Speirs Investments Limited 1,190 1,190
Mortgage Facility 505 300
Convertible Redeemable Preference Shares 2,391 2,875
4,086 4,365

Current - -
Non-Current 4,086 4,365
4,086 4,365
The weighted average effective interest rates with respect to borrowings are
set out in the table below:
Group
30 June
2012
%    30 June
2011
%
Borrowings
Secured Stock - Speirs Investments Limited 10.00% 10.00%
Mortgage Facility 8.25% 8.95%
Convertible Redeemable Preference Shares 9.00% 9.00%

Secured Stock - Speirs Investments Limited
The secured stock is secured under the Terms of the Trust Deed dated 20 July
2009 between Speirs Investments Limited and Perpetual Trust Limited.  The
secured stock matures on 2 October 2013. The interest rate on the secured
stock is reset annually on the 30th of September at the greater of 10.00% or
the one year swap rate plus 4.50%.
Mortgage Facility
Speirs Foods Limited has a mortgage funding facility for up to $985,000.  The
facility has a maturity date of 10 July 2014. The facility is secured by a
mortgage over the properties owned by Speirs Foods Limited, along with a
charge over the assets and undertakings of Speirs Foods Limited and an
unsecured guarantee from Speirs Group Limited.
Convertible Redeemable Preference Shares
During the year ended 30 June 2010 3,250,000 convertible redeemable
preference shares were issued at $1 each.  The convertible redeemable
preference shares have a redemption date of 14 December 2013.  At the
redemption date the holders of the convertible redeemable preference shares
have the option in redeeming their shares in cash (on a $ for $ basis) or
converting the convertible redeemable preference shares to ordinary shares in
the company at a ratio of 3 ordinary shares for every 2 convertible
redeemable preference shares held.  The convertible redeemable preference
shares rank behind all other liabilities of the company but ahead of ordinary
shareholders. During the year ended 30 June 2012, in accordance with
shareholder resolutions passed at a special shareholder meeting,  679,000
convertible redeemable preference shares were repurchased and cancelled by
the Company.
22 CONTRIBUTED CAPITAL

30 June
2012
$''000        30 June
2011
$''000
Balance at 1 July  12,757 12,757
Issue of Perpetual Preference Shares (net of issue costs) 584 -
Issue of 500,000 Fully Paid Ordinary Shares at 10c per share 50 -
Balance at Year End 13,391 12,757

The Company issued Convertible Redeemable Preference Shares during the year
ended 30 June 2010 (see Note 21).  Under NZ IFRS such instruments are
required to be discounted using an appropriate discount rate for instruments
of similar risk.  Any variance between the discounted cash flow calculation
and the carrying value is accounted for as a component of Contributed
Capital.
Ordinary Shares
30 June
2012
''000      30 June
2011
''000
Number of Shares on issue at 1 July 10,835  10,835
Issue of 500,000 Fully Paid Ordinary Shares 500 -
Number of Shares on issue at Period End 11,335 10,835

The total authorised number of ordinary shares is 11,334,576 (30 June 2011:
10,834,576).   All issued shares were fully paid and entitled to one vote.
There are no preferences or restrictions attached to this class of share.
Ordinary shares have no par value.
Dividends
During the year the Company did not pay any dividends (2011:  Nil)
Subsequent to 30 June 2012, the Directors proposed that no ordinary dividend
be paid for the year ended 30 June 2012.

Perpetual Preference Shares
Perpetual Preference Shares
30 June
2012
''000        30 June
2011
''000
Number of Shares on issue at 1 July -  -
Issued During the Year 679 -
Number of Shares on issue at Period End 679  -

During the year ended 30 June 2012, in accordance with shareholder
resolutions passed at a special shareholder meeting,  679,000 perpetual
preference shares ("PPS") were issued at $1 each
The table below sets out some of the key terms of the PPS.
Issue price $1.00 each.
Dividends payable by the Company Dividends are only payable if authorised by
the Board. If authorised, dividends are payable at the higher of:
(a) 9% per annum; and
(b) the average bid and offered swap rate for a one year swap as quoted on
the Reuters Screen Page "FISSWAP" (which is currently around 2.4%) plus 5%.
No dividends may be authorised by the Board in respect of ordinary shares in
the Company unless dividends are authorised in respect of the PPS and all
dividends on the PPS, including authorised but unpaid dividends, have been
paid.
Ranking in respect of dividends Behind the dividends payable on the CRPS,
equally with all other dividends payable on the PPS, and ahead of dividends
payable on ordinary shares in the Company and any other shares in the Company
that are expressed to rank behind the PPS.
When redeemable  May, at the sole option of the Company, be redeemed by the
Company at any time after 10 years from the issue date (i.e. from 2022).
Redemption amount payable by the Company $1.00 plus any authorised but unpaid
dividends.
When convertible  Convertible at the election of the holder between 5 and 10
years from the date of issue (i.e. between 2017 and 2022).
Rate of conversion 1 PPS converts into 8 ordinary shares in the Company.
Ranking in liquidation Behind the creditors of the Company, behind the CRPS
holders, but ahead of ordinary shareholders and any other holders of shares
that are expressed to rank behind the CRPS.
23 RECONCILIATION OF PROFIT/ (LOSS) AFTER TAX FOR THE YEAR TO NET CASH FROM
OPERATING ACTIVITIES
Group
30 June
2012
$''000  30 June
2011
$''000
Reconciliation of Profit/(Loss) After Tax for the Year to Net Cash from
Operating Activities
Profit/(Loss) for the Year (751) (788)
Adjustments for Non-Cash Items:
Depreciation and Impairment on Property, Plant and Equipment 492 588
Amortisation of Intangible Assets 12 19
Bad Debts Written-off - 6
Non Cash Gain on Acquisition of Speirs Securities Limited (543) -
Share of Associates (Gains)/ Losses 276 (24)
Impairment Loss on Associate - 72
Unwind of Discount on Convertible Redeemable Preference Shares 147 214
(Gain) / Loss on Sale of Property Plant and Equipment 27 (2)
(340) 85
Movement in Other Working Capital Items:
Change in Inventories - 27
Change in Trade and Other Receivables  (98) (107)
Change in Trade and Other Payables 386 (395)
Net Cash From Operating Activities (52) (390)

24 RELATED PARTIES
Transactions with Key Management Personnel
Key management personnel are considered to be the Directors of the Company
and executives with the greatest authority for the strategic direction and
management of the company.
Key management personnel compensation comprised:

Group
30 June
2012
$''000        30 June
2011
$''000
Short-Term Employee Benefits 403 393
Termination Benefits - 3
403 396

Other Transactions with Key Management Personnel
A number of key management personnel, or their related parties, hold
positions in other entities that result in them having control or significant
influence over the financial or operating policies of these entities.
A number of these entities transacted with the Group in the reporting period.
The terms and conditions of the transactions with key management personnel
and their related parties were no more favourable than those available, or
for which might reasonably be expected to be available, on similar
transactions to non-key management personnel related entities on an arm''s
length basis.
There were no material transactions or outstanding balances relating to key
management personnel.

Entities with which Speirs Group Limited is deemed to be related are:  Speirs
Foods Limited (a wholly owned subsidiary), Speirs Investments Limited (a
wholly owned subsidiary), Speirs Nutritionals Partners LP (a Limited
partnership in which Speirs Group has a 60.57% interest), Speirs
Securitisation LP (a Limited Partnership in which Speirs Group Limited is the
Limited Partner) and Rosa Foods Limited (a company in which Speirs Group
Limited has a 40% interest).
Transactions for the year ended 30 June 2012 with related parties are
summarised below:
o Speirs Group Limited provided funding to Speirs Nutritionals by way of a
term loan facility. The interest charge on the credit facility was $21,000
(2011: $68,250).  At 30 June 2012 and 2011 the outstanding balance of the
credit facility was $200,000.
o Speirs Group Limited received a dividend of $800,000 (2011: $330,000) from
Speirs Foods Limited.
o Speirs Group Limited charged Speirs Foods Limited $66,000 (2011: $66,000)
in respect of corporate services provided by Speirs Group Limited.
o Speirs Group Limited paid Speirs Investments Limited $200,000 (2011:
$200,000) in relation to an interest guarantee on secured and unsecured stock
issued by Speirs Investments Limited.  At 30 June 2012 and 2011 the amount of
the guarantee was $2,000,000.
o Speirs Group Limited received $81,000  (2011: $30,000) from Speirs
Investments Limited in relation to interest on unsecured stock held by Speirs
Group and issued by Speirs Investments Limited. At 30 June 2012 and 2011 the
balance of the unsecured stock was $810,000.
o Speirs Group Limited received a dividend on preference shares for $10,000
(2011: $20,000) from Rosa Foods Limited. At 30 June 2012 and 2011 the
balance of the preference shares was $100,000.
o Speirs Foods charged Rosa Foods Limited $266,426 (2011: $197,542) for
freight and marketing services provided.  At 30 June 2012 Rosa Foods Limited
owed Speirs Foods Limited $75,334 (2011:$36,664).
o Speirs Foods Limited charged rent to and provided goods and services to
Speirs Nutritionals.  The fees charged for goods and services provided were
$Nil (2011: $52,472).  The rental charge was $20,049 (2011: $67,000).  At 30
June 2012 the amount owing from Speirs Nutritionals to Speirs Foods Limited
was $Nil (2011: $8,577).
o Speirs Foods Limited was charged $17,077 (2011: $101,480) by Speirs
Nutritionals for manufacturing services provided.  At 30 June 2012 the amount
owing to Speirs Nutritionals by Speirs Foods Limited was $Nil (2011: $4,072).

o Speirs Group Limited provided a credit facility of $150,000 to Speirs
Securitisation LP.

All interest and fees charged to related parties have been charged at fair
market rates

From time to time directors of the Group, or their related entities, may
purchase goods from the Group. These purchases are on the same terms and
conditions as those entered into by other Group employees or customers and
are trivial or domestic in nature.
25 CAPITAL COMMITMENTS AND CONTINGENCIES
Commitments
The Group was committed to capital expenditure of $18,000 for the year ended
30 June 2012 (30 June 2011:  Nil)

Contingent Liabilities
At 30 June 2012 the Group had no contingent liabilities (2011: Same)

26 EVENTS AFTER THE REPORTING PERIOD

There have been no events subsequent to balance date requiring disclosure in,
or adjustment to, the financial statements.

27 FINANCIAL RISK MANAGEMENT
Introduction and Overview
The Group had exposure to the following risks arising from its use of
financial instruments:

o Credit risks
o Liquidity risks
o Market risks

The Group manages raw material price risks through negotiated supply
contracts. However, these contracts are for the purpose of receipt in
accordance with the Group''s expected usage requirements only and,
accordingly, are not accounted for as financial instruments.
This note presents information about the Group''s exposure to each of the
above risks, the Group''s objectives, policies and processes for measuring and
managing risk, and the Group''s management of Capital.
Risk Management Framework
The Board of Directors has overall responsibility for the establishment and
oversight of the Group''s risk management framework.
Risk management is carried out and monitored by the senior management team
under policies approved by the Board of Directors. Management identifies,
evaluates and manages financial risks in close co-operation with the Group''s
operating units. The Board provides written principles for overall risk
management.

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 principally from the Group''s loans and advances and
investment securities. For risk management reporting purposes, the Group
considers and consolidates all elements of credit risk exposure.
Management of Credit Risk
The Board of Directors are responsible for the approval of credit risk
policy.  Senior management is responsible for the management and oversight of
the credit risk policy established by the Board of Directors.

All members of the group are required to implement Group credit policies and
procedures, with credit approval delegated from senior Management. Each
business unit has a General Manager who reports on all credit related matters
to the Board of Directors. Each business unit is responsible for the quality
and performance of its credit portfolio and for the monitoring and
controlling of all credit risks in its portfolios.
Exposure to Credit Risk
The Group has no ''off-balance sheet'' liabilities. The maximum credit risk is
the amount represented on the statement of financial position. Financial
Assets which subject the Group to credit risks consist of:

Group
June
2012   June
2012
$''000  $''000
Cash and Cash Equivalents  339 245
Trade and Other Receivables  1,748 1,060
Loans and Advances  200 200

The following categories are not impaired, contain no past due balances, nor
contain any impairment allowances: cash and cash equivalents. A summary of
impaired assets, past due assets, and allowances for impairment with respect
to loans and advances to customers and trade and other receivables is set out
below:

Loans and Advances       Trade and Other Receivables
June
2012    June
2011    June
2012    June
2011
$''000  $''000 $''000  $''000
Carrying Amount 200 200 1,748 1,060

Past Due but not Impaired  - - 1 3

Neither Past Due nor Impaired 200 200 1,747 1,057

Allied Nationwide Finance Limited Perpetual Bonds 2,000 2,000 - -
Impairment Provision (2,000) (2,000) - -

Total Carrying Amount 200 200 1,748 1,060

Trade and other receivables totalling $1,136 (2011: $3,097) are greater than
90 days overdue but are considered collectable and are not impaired.

Concentrations of Credit Risk
Concentration of credit risks arises where monetary assets are invested with
a particular individual customer or in a particular industrial or geographic
sector.
The Group has a concentration of credit risk in relation to trade receivables
as 76% of total sales are made to two customers.
The Group manages concentration of credit risk by placing restrictions on the
maximum amounts which may be deposited with a Registered Bank and ensuring
that payments received from trade customers are made within prearranged
payment parameters.

Liquidity Risk
Liquidity risk is the risk that the Group will encounter difficulty in
meeting obligations from its financial liabilities.
Management of Liquidity Risk
The Group''s approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group''s reputation.
The Group mitigates its liquidity risk through the holding of liquid cash
reserves and by having supporting credit lines.
The Group has a first mortgage term finance facility of up to $985,000
secured on Group owned real estate.  See Note 21.

Exposure to Liquidity Risk
The following tables set out the contractual cash flows for all financial
assets and liabilities and derivatives that are settled on a gross cash flow
basis:

Group 2012  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000     $''000   $''000    $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents  339 339 339 - - - - -
Loans and Advances  200 221 - 5 5 211 - -
Trade and Other Receivables  1,748 1,748 - 1,205 - - - 543
Total  2,287 2,308 339 1,210 5 211 - 543

Group 2012  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities

Trade and Other Payables  1,814 1,814 - 1,814 - - - -
Borrowings  4,086 4,593 - 94 94 188 4,217 -
Total
5,900 6,407 - 1,908 94 188 4,217 -

Group 2011  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Assets
Cash and Cash Equivalents  245 245 245 - - - - -
Loans and Advances  200 217 - 5 5 207 - -
Trade and Other Receivables  1,060 1,060 - 1,060 - - - -
Total  1,505 1,522 245 1,065 5 207 - -

Group 2011  Carrying Amount Gross Nominal Cash Flow On Demand Less than 3
Months 3-6 Months 6-12 Months 1-2 Years 2-5 Years
Note $''000 $''000 $''000 $''000 $''000 $''000 $''000 $''000
Non-Derivative Liabilities
Trade and Other Payables  1,423 1,423 - 1,423 - - - -
Borrowings  4,365 5,297 - 101 101 202 678 4,215
Total  5,788 6,720 - 1,524 101 202 678 4,215

The Group has no contractual cash flows with respect to financial liabilities
going out beyond 5 years.
The above tables show the undiscounted cash flows of the Group''s financial
liabilities on the basis of their earliest possible contractual maturity.

Market Risk
Market risk is the risk that changes in market prices, such as interest rate,
equity prices, foreign exchange rates and credit spreads (not relating to
changes in the obligor / issuer''s credit standing) 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 market risk exposures
within acceptable parameters, while optimising return on risk.
Management of Market Risk
The Group undertakes minimal transactions denominated in foreign currencies.
At 30 June 2012 and 30 June 2011 the Group had no foreign currency exposures.

Equity price risk and credit spread risk (not relating to the obligor /
issuer''s credit standing) are not monitored by management as they are not
currently significant in relation to the overall results and financial
position of the Group.
Exposure to Interest Rate Risk
Interest rate margin risk arises as a result of mismatches between the
repricing dates of advances and debt securities.
The interest rate gap position is calculated based on the earlier of the
underlying instruments'' maturity date or repricing date.  A summary of the
interest rate gap positions is as follows:

Group 2012  Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents  339 234 105 - - - -
Loans and Advances  200 - - - 200 - -
539 234 105 - 200 - -

Borrowing   4,086 - - 1,190 - 2,896 -
4,086 - - 1,190 - 2,896 -
(3,547) 234 105 (1,190) 200 (2,896) -

The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.

Group 2011  Carrying Amount Non-Interest Bearing Less than 3 Months 3-6
Months 6-12 Months 1-2 Years 2-5 Years
$''000 $''000 $''000 $''000 $''000 $''000 $''000
Cash and Cash Equivalents  245 145 100 - - - -
Loans and Advances  200 - - - 200 - -
445 145 100 - 200 - -

Borrowing   4,365 - - 1,190 - 300 2,875
4,365 - - 1,190 - 300 2,875
(3,920) 145 100 (1,190) 200 (300) (2,875)

The Directors intend to renegotiate funding lines when the above liabilities
arise in 2013.

The Group has no contractual cash flows with respect to financial assets
going out beyond 5 years.

Capital Management
The Group''s capital includes share capital and accumulated deficits.
The Group''s policy is to maintain a strong capital base so as to maintain
investor, creditor and market confidence and to sustain future development of
the business. To achieve this the Directors and management monitor such
matters as profitability and capital held on a monthly basis.

The Group''s equity at the reporting dates comprises:
30 June
2012
$''000       30 June
2011
$''000
Contributed Equity 13,391 12,757
Accumulated Deficits (12,509) (11,758)
Total Equity Balance at Period End 882 999

There have been no material changes in the Group''s management of capital
during the period.

28 INVESTMENT IN SUBSIDIARIES
` The consolidated financial statements incorporate the assets, liabilities
and results of the following subsidiaries in accordance with accounting
policy 2.2.
All subsidiaries are incorporated in New Zealand.
Name of Entity   Principal Activity   Equity Holding
2012 2011
Speirs Investments Limited   Investment holding company   100% 100%
Speirs Foods Limited Food processing company   100% 100%
Speirs Securitisation Management Limited  General Partner in a Limited
Partnership providing 100%    -
Administrative services to a securitisation
Programme.
Speirs Securitisation LP   Limited Partner in a Limited Partnership providing
100% -
Administrative services to a securitisation
Programme.

29    DIVIDEND DISTRIBTUION REINVESTMENT PLANS
The Group has no such plans in place.

30    NET TANGIBLE ASSETS PER SECURITY

30 June
2012 30 June
2011
Net Tangible Assets Per Security - $ per security 0.08 0.09

31     ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING YEAR

With the exception of Speirs Securitisation LP and Speirs securitisation
Managment Limited (see Note 28 above), there have been no entities over which
the Group has gained or lost control during the year.

32   JOINT VENTURES

The Group has no joint ventures.
End CA:00227120 For:SGL    Type:FLLYR      Time:2012-09-10 17:01:06
Views: 535
Speirs Group Limited - Ordinary Shares
 0.1200 Change:
0.00
0.00%
 
Open:0.1200 
High:0.1200 
Low:0.1200 
Volume:0 
Last Traded:24/10/14 00:00:00 
Bid:0.1500 
Ask:0.1900 
52-Wk High:0.1200 
52-Wk Low:0.0450