Whilst not included in the accounting policies contained within the 30 June 2012 financial report as it was not a policy that applied to iSelect at the time, Section 4 of this Prospectus includes operating segment data.
For management purposes, the Company is organised into business units based on its products and services and has two reportable segments as follows:
• The Health and Car Insurance segment, which offers comparison services across private health insurance and car insurance categories; and
• The Household Utilities and Financial segment, which offers comparison services across a range of household utilities and personal finance products including life insurance, broadband, retail energy products, home loans, savings accounts, term deposits, credit cards and personal loans.
No operating segments have been aggregated to form the above reportable operating segments. The Executive Management Committee monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured consistently with operating profit or loss in the consolidated financial statements. However, Group financing (including finance costs and finance income) and income taxes are managed on a Group basis and are not allocated to operating segments. Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions with third parties.
Appendix 2 – Glossary
The following expressions and words have these meanings in this Prospectus, unless the context otherwise requires:
Term
1H FY13 Six months ended 31 December 2012
1H FY14F Six months ending 31 December 2013
$ Australian dollars
AASB Australian Accounting Standards Board
AASBs or Australian Accounting Standards
or Accounting Standards Australian Accounting Standards
ABS Australian Bureau of Statistics
ACCC Australian Competition and Consumer Commission
Adjusted Historical Results Has the meaning given in Section 4
Aided Awareness Reflects a situation where, when asked about a product category, a survey respondent is aided with a list of company or brand names, and recognises a company or brand from the list provided
Appendix An Appendix to this Prospectus
Applicant A person who submits an Application
Application An application made to subscribe for Shares offered under this Prospectus Application Form The application form attached to or accompanying this Prospectus (including the
electronic form provided by an online application facility)
Application Monies or Application Amount The amount accompanying an Application Form submitted by an Applicant
APRA Australian Prudential Regulation Authority
ASIC Australian Securities and Investments Commission
ASX ASX Limited (ACN 008 624 691)
ASX Listing Rules or Listing Rules The listing rules of ASX
ASX Settlement Operating Rules The rules of ASX Settlement Pty Ltd (ACN 008 504 532) Available Liquidity Has the meaning given in Section 4.8
Baillieu Holst Baillieu Holst Ltd (ACN 006 519 393)
Board or Board of Directors The Board of Directors of iSelect from time to time Borrowing Base Has the meaning given in Section 4.8
Broadband iSelect’s broadband business unit, which is reported within the Company’s Household Utilities and Financial segment
Broker A broker who is offered a firm allocation of Shares under the Broker Firm Offer Broker Firm Offer The offer of Shares under this Prospectus to Australian residents who are sophisticated
or professional investors (within the meaning of Sections 708(8) and 708(11) of the Corporations Act, respectively) or, following lodgement of this Prospectus, to Australian resident investors who are not Institutional Investors and have received a firm allocation from their Broker
Broker Firm Offer Applicant A person who submits an Application under the Broker Firm Offer
CAGR Compound annual growth rate
Car iSelect’s car insurance business unit, which is reported within the Company’s Health and Car Insurance segment
CBA Has the meaning given in Section 4.8
CGT Capital gains tax
CHESS Clearing House Electronic Sub-register System, operated in accordance with the Corporations Act
Click-through A click-through occurs when a web visitor clicks on a link through to a Product Provider’s website via the InfoChoice website or third-party online affiliate portal
Term
Closing Date The date by which Applications must be lodged for the Broker Firm Offer, and Employee Priority Offer, being 17 June 2013 unless varied
Completion of the Offer Completion in respect of the allotment of Shares of the Offer in accordance with the Underwriting Agreement
Constitution The constitution of the Company
Consumer Advice Team iSelect’s experienced team of more than 220 telephone-based consumer advisors Conversion ratio Ratio of effectively converted consumer enquiries made to iSelect into revenue-generating
transactions
Corporations Act Corporations Act 2001 (Cth)
CPI Consumer Price Index
Credit Suisse Credit Suisse (Australia) Limited (ACN 007 016 300)
CY13F Calendar year ended 31 December 2013
Deloitte Deloitte Actuaries & Consultants Limited (ACN 092 651 057) Directors Each of the Directors of iSelect from time to time
DSS or Decision Support System Has the meaning given in Section 3.5.4
EBIT Earnings before interest and tax. This is a non-IFRS measure
EBITDA Earnings before interest, tax, depreciation and amortisation This is a non-IFRS measure Eligible Employees Australian resident permanent employees of iSelect as at 5.00 pm (Melbourne time) on
24 May 2013
Eligible U.S. Fund Manager Means a dealer or professional fiduciary organised, incorporated or (if an individual) resident in the United States that is acting solely for an account (other than an estate or trust) held for the benefit or account of persons that are not U.S. Persons for which it has and is exercising investment discretion, within the meaning of Rule 902(K)(2)(i) of Regulation S under the U.S. Securities Act
Employee Priority Offer The Offer of Shares to certain employees of iSelect as described in Section 7.4
Energy iSelect’s energy business unit, which is reported within the Company’s Household Utilities and Financial segment
E2E or end-to-end Has the meaning given in Section 2.3
Existing Shares Shares held by all Existing Shareholders as at the date of this Prospectus Existing Shareholders Means those persons holding Shares as at the date of this Prospectus
Exposure Period The seven day period after the date of this Prospectus, which may be extended by ASIC for up to an additional seven days, during which an Application must not be accepted
Escrowed Shareholders Means Damien Waller, Matt McCann, Greg Camm, Leslie Webb and Shaun Bonètt and their controlled entities who hold Shares
Financial Information Has the meaning given in Section 4.1
Follow-up Channel iSelect’s follow-up consumer contact centre, which contacts consumers who have expressed an interest in a product by undertaking a comparison of those products online, on an iSelect website
Follow-up Team The members of the Consumer Advice Team who support the Follow-up Channel Forecast Financial Information Has the meaning given in Section 4.1
Forecast Results Has the meaning given in Section 4.1
FY10 Financial year ended 30 June 2010
FY11 Financial year ended 30 June 2011
FY12 Financial year ended 30 June 2012
FY13F Financial year ending 30 June 2013
FY14F Financial year ending 30 June 2014
Health iSelect’s private health insurance business unit, which is reported within the Company’s Health and Car Insurance segment
Term
HIN Holder Identification Number
Historical Financial Information Has the meaning given in Section 4.1
Home Loans iSelect’s home loans business unit, which is reported within the Company’s Household Utilities and Financial segment
IASB International Accounting Standards Board
IFRSs International Financial Reporting Standards
Inbound Team The members of the Consumer Advice Team who handle inbound consumer telephone enquiries and sales
Institutional Investor An investor:
• in Australia who is either a “professional investor” or “sophisticated investor” under sections 708(11) and 708(8) of the Corporations Act; and
• in certain other jurisdictions, as agreed between the Company and the Underwriters, to whom offers or invitations in respect of securities can be made without the need for a lodged or registered prospectus or other form of disclosure document or filing with, or approval by, any governmental agency (except one with which the Company and SaleCo are willing, in their absolute discretion, to comply), in either case, provided that such person is not in the United States or, if in the United States, is an Eligible U.S. Fund Manager
Institutional Offer The invitation to bid for Shares made to Institutional Investors under this Prospectus to acquire Shares as described in Section 7.3
Investigating Accountant Ernst & Young Transaction Advisory Services Limited (ACN 003 599 844) Investigating Accountant’s Report Means the report contained in Section 8
iSelect or the Company iSelect Limited (ACN 124 302 932) and its subsidiaries as the context requires ITV Consulting ITV Consulting Pty Ltd (ACN 077 516 744), an entity controlled by Leslie Webb
ISP Internet Service Provider
Joint Lead Managers or JLMs Credit Suisse and Baillieu Holst
Life iSelect’s life insurance business unit, which is reported within the Company’s Household Utilities and Financial segment
Listing Listing of the Company and quotation of the Shares on the ASX
LTI Loan A loan made by iSelect to an LTI Plan participant to fund their subscription for LTIP Shares, as detailed further in section 9.3.2.1.
LTI Plan The Long Term Incentive Plan established by iSelect as the long-term incentive component of remuneration in order to assist in the attraction, reward and retention of certain employees
LTIP Shares Shares issued under the LTI Plan. LTIP Shares will not be quoted on ASX until satisfaction of all conditions to vesting and repayment of the applicable LTI Loan. LTIP Shares vest and holders will be entitled to exercise their rights as ordinary Shareholders only if certain total shareholder return (“TSR”) performance hurdles and continuing employment criteria are satisfied by holders, and their LTI Loan repaid in full. Vesting of the LTIP Shares granted under the LTI Plan will occur in three tranches, ending on 30 June 2015, as detailed further in Section 9.3.2.1. Until vested, LTIP Shares cannot be voted. Any LTIP Shares remaining unvested following the final testing date will be forfeited and surrendered by holders in full satisfaction of the LTI Loan
Management The executives of iSelect identified in Section 6.2
Money iSelect’s credit product and deposit product business unit (whose products include credit cards, personal loans, car loans and deposit accounts), which is reported within the Company’s Household Utilities and Financial segment
n.a. Not applicable
n.m. Not meaningful
Term
New Shares Shares to be issued by iSelect pursuant to this Prospectus Nielsen Australia March 2013 Research Has the meaning given in Section 2.7.3
ninemsn ninemsn Pty Ltd (ABN 33 077 753 461)
ninemsn Sale Price $113,527,236.35
NPAT Net profit after tax
Offer Offer under this Prospectus of 54,054,054 million New Shares to be issued by iSelect and the transfer of 62,351,590 million Existing Shares by SaleCo
Offer Document The documents issued or published by or on behalf of the Company in respect of the Offer, including the Prospectus, any application forms, any investor presentation used in connection with the Institutional Offer and any supplementary prospectus
Offer Price $1.85 per Share, payable on application for the Shares
Online Australians The internet user population in Australia, which captures Australians over the age of 18 who have used the internet within the past month, as defined by Nielsen Option
Other Sale Price
An option to be issued a Share $640,863.10
PHI Private health insurance
PHIAC Private Health Insurance Administration Council
Pro Forma Balance Sheet Has the meaning given in Section 4.1
Product Provider or Provider The provider of a product that is available for comparison via one of iSelect’s websites Prospectus This document (including the electronic form of this Prospectus) and any replacement
or supplement prospectus in relation to this document
Rebate The Federal Government Private Health Insurance Rebate
Related Body Corporate Has the meaning given by Section 50 of the Corporations Act
SaleCo iSelect SaleCo Pty Ltd (ACN 163 390 485)
SaleCo Directors Each of the Directors of SaleCo from time to time
Sales Direct to Fund A sale completed by a Product Provider based on a consumer visiting iSelect
Section A section of this Prospectus
Settlement Settlement of the Offer
Share Registry Computershare Investor Services Pty Limited (ABN 48 078 279 277) Share A fully paid ordinary share in the capital of iSelect
Shareholder A person who holds Shares
Share Split Has the meaning given in Section 9.3.2.1
Spectrum Equity Spectrum Equity Investors, L.P.
SRN Shareholder Reference Number
TFN Tax file number
TPD Total permanent disability
Underwriters Credit Suisse and Baillieu Holst
Underwriting Agreement The agreement of that name between the Company, SaleCo and the Underwriters, entered into on or about the date of this Prospectus
Unprompted Awareness Also known as “top of mind awareness”, reflects a situation where a survey respondent automatically recalls a particular brand name, because they associate the brand with the product category mentioned, without being provided with a list of members of that category
U.S.$ U.S. dollars
U.S. Person Has the meaning given to it under Regulation S of the U.S. Securities Act U.S. Securities Act U.S. Securities Act of 1933, as amended