annual
report
2012
DELIV ERING
GROWTH
EN H A NCING
L
V A
UE
FCT has delivered another solid set
of results in FY2012 with multiple
new-highs achieved in revenue,
earnings, DPU and net asset value.
Contents
EdiTorial
02 Corporate Profile
03 Structure of FCT
opEraTional
& FinanCial rEviEw
CorporaTE GovErnanCE
57 Corporate Governance Report
31 Operational & Financial Review
04 Performance At A Glance
35 Portfolio Review
FinanCials
06 Portfolio Overview
38 Capital Resources
67 Financial Statements
10 Letter to Unitholders
40 Market Overview
109 Statistics of Unitholders
14 Year in Brief
15
Investor Relations
18 Board of Directors
42 Risk Management
111 Additional Information
112 Notice of Annual General Meeting
Mall proFilEs
Proxy Form
22 Trust Management Team
44 Causeway Point
24 Property Management Team
46 Northpoint
28 Community Engagement
48 Bedok Point
29 Corporate Information
50 YewTee Point
52 Anchorpoint
54 Hektar REIT
FY2012 Financial Highlights
Annual Report 2012
Annual Report 2012
01
Distribution Per Unit
10.01
cents
Gross Revenue
$147
million
Net Property Income
$104
million
Net Asset Value*
$1.53
per unit
Total Assets
$1.92
billion
*as at 30 September 2012
02
Frasers Centrepoint Trust
Corporate Profile
Frasers Centrepoint Trust (“FCT”) is a leading developer-sponsored retail real
estate investment trust with five quality suburban malls in Singapore.
FCT’s current portfolio comprises Causeway Point, Northpoint, Bedok Point,
YewTee Point and Anchorpoint. With a combined appraised value of $1.8 billion as
at 30 September 2012, FCT’s malls enjoy wide captive markets, good connectivity
and high occupancy. FCT also receives steady overseas returns via its 31%
strategic stake in Hektar REIT.
FCT is focused on increasing shareholder value by pursuing organic,
enhancement and acquisition growth strategies. With proactive lease
management initiatives, FCT is well-placed to achieve sustainable rental growth.
To unlock the full potential of its assets, FCT continues to enhance existing assets
to maximise their performance. The potential acquisitions of new assets will help
FCT gain greater scale and drive further income growth for unitholders.
FCT was listed on the Main Board of the Singapore Exchange Securities Trading
Limited on 5 July 2006. The trust is managed by Frasers Centrepoint Asset
Management Ltd., a division of property company Frasers Centrepoint Limited,
which is a wholly-owned subsidiary of Fraser and Neave, Limited.
Vision
Our vision is to be “Your Malls of Choice” to our stakeholders: Tenants,
Shoppers and Investors.
We aim to be a fair and value-adding landlord to our Tenants.
We aspire to create and offer a vibrant and exciting shopping experience to
meet the expectations of our Shoppers.
We endeavour to be the REIT of choice affording stable, sustainable and
growing distributions to our Investors.
Mission
Frasers Centrepoint Trust’s mission is to provide its unitholders with a regular
and stable distribution by investing primarily in quality income-producing
retail properties in Singapore and overseas, and to achieve long-term growth
in net asset value.
Annual Report 2012
03
Structure of FCT
UniTHoldErs
Holdings of Units in
Frasers Centrepoint Trust
Distributions
TrUsT
ManaGEr
Frasers
Centrepoint Asset
Management Ltd.
Management
Services
Management
Fees
Acts on behalf
of Unitholders
Trustee Fees
TrUsTEE
HSBC Institutional
Trust Services
(Singapore) Limited
Ownership of Assets
Net Property Income
propErTY
ManaGEr
Frasers Centrepoint
Property Management
Services Pte. Ltd.
Property
Management
Services
Property
Management
Fees
FCT porTFolio
• Causeway Point
• Northpoint
• Bedok Point
• YewTee Point
• Anchorpoint
04
Frasers Centrepoint Trust
Performance At A Glance
Strong financial performance with
multiple-highs for FY2012
Gross revenue ($ million)
Revenue growth driven by
Causeway Point and full-year
contribution from Bedok
Point. All other malls enjoyed
positive growth.
+24.9%
147.2
net property income ($ million)
All malls achieved positive NPI
growth, key growth drivers
were Causeway Point and
full-year contribution from
Bedok Point.
+26.4%
104.4
114.7
117.9
80.1
82.6
84.7
86.6
56.6
59.9
FY2008
FY2009
FY2010
FY2011
FY2012
FY2008
FY2009
FY2010
FY2011
FY2012
net asset value per unit ($)
Increase in NAV per unit was
supported by net revaluation
gains in FCT’s portfolio assets,
reflecting the value creation
from its asset enhancement
initiatives and active lease
management.
+9.3%
1.23
1.22
1.29
1.53
1.40
distribution per unit (¢)
Record-high DPU, sixth
consecutive year of DPU
growth since FCT’s listing in
July 2006.
+20.3%
10.01
7.29
7.51
8.20
8.32
FY2008
FY2009
FY2010
FY2011
FY2012
FY2008
FY2009
FY2010
FY2011
FY2012
Annual Report 2012
05
5-Year Financial Highlights
selected income statement and distribution data
Gross Rent ($’000)
Other Revenue ($’000)
Gross revenue ($’000)
net property income ($’000)
distributable income ($’000)
selected Balance sheet data
Total Assets ($ million)
Total Borrowings ($ million)
Net Assets ($ million)
FY2008
FY2009
FY2010
FY2011
FY2012
73,256
74,608
100,349
103,644
131,280
11,408
12,016
14,389
14,240
15,923
84,664
86,624
114,738
117,884
147,203
56,566
59,861
80,050
82,618
104,430
45,244
46,940
59,177
64,375
82,348
1,127.0
1,165.5
1,516.2
1,786.8
1,917.1
317.5
767.2
349.0
763.8
460.0
559.0
577.0
989.3
1,151.9
1,263.0
Value of portfolio properties ($ million)
1,063.0
1,100.0
1,439.0
1,697.0
1,816.0
Key Financial indicators
Distribution per Unit (cents)
Net Asset Value per Unit ($)
Ratio of Total Borrowing to Total Assets (Gearing)
Interest Coverage (times)
FCT unit price performance since ipo
7.29
1.24
28%
4.57
7.51
1.22
30%
6.12
8.20
1.29
30%
4.43
8.32
1.40
31%
4.62
10.01
1.53
30%
5.56
Unit price statistics For FY2012 (1 october 2011 – 30 september 2012)
: $1.440 on 3 October 2011
Period Open
Period High : $1.835 on 26 July 2011
Period Low
: $1.420 on 19 October 2011
Period Close
Simple Unit Price Appreciation
: $1.81 on 28 September 2012
: 25.7%
06
Frasers Centrepoint Trust
Portfolio Overview
CaUsEwaY poinT
norTHpoinT
Causeway Point is an award-winning retail mall
located in the heart of Woodlands, one of the
most populous residential estates in Singapore.
The mall is conveniently located next to the
Woodlands MRT station and the Woodlands
regional bus interchange. It is the largest mall
within FCT’s portfolio with total lettable area of
415,896 square feet.
Northpoint, opened in 1992, is Singapore’s
pioneer suburban retail mall. The mall is located
in the central of the populous Yishun estate.
The mall offers 6 levels of shopping, including
2 basements. It is connected to the Yishun bus
interchange and is also linked to the Yishun MRT
Station via a direct underground pedestrian
underpass.
The mall offers more than 200 stores and outlets
spread over seven floors and a basement level,
making it a convenient shopping destination for
shoppers. Top tenants of the mall include Metro
(departmental store), Courts (IT, electrical and
furniture retailer), Cold Storage (supermarket)
and Cathay Cineplexes. Causeway Point enjoys
good shopper catchment comprising residents
and commuters from the surrounding housing
estates, schools, offices and factories. Shopper
footfall was 20.7 million1 in FY2012 or an average
of 1.7 million per month.
The mall was recently refurbished with distinctive
mall features, new outlets, more vibrant shopping
ambience and more family-friendly facilities.
The mall has also won the prestigious Platinum
Award in the BCA’s GreenMark program for its
host of “Green” features that reduces its energy
consumption and carbon footprint.
Northpoint is the second largest mall in FCT’s
portfolio with an aggregate net lettable area
of 234,781 square feet. The mall consistently
attracts high shopper flow from the surrounding
residential estate, schools and commuter traffic.
Shopper footfall in FY2012 was 40.8 million or
an average of 3.4 million per month, one of the
highest among suburban malls in Singapore.
tenants at Northpoint
Key
include Cold
Storage, Harvey Norman, Kopitiam and Popular
Bookstore. The mall also features a community
library and a 5,400 square feet rooftop wet and
dry children’s playground.
1The refurbishment works at Causeway Point are still
on-going for FY2012 ended September 2012. Full
completion is expected in December 2012.
summary information
(as at 30 September 2012, unless otherwise specified)
Net Lettable Area1
Location
Connectivity
Area Population2
FY2012 Shopper Traffic
Occupancy
FY2012 Gross Revenue
FY2012 Net Property Income
Valuation
Capitalisation Rate
415,896 sq ft
Woodlands
MRT station & bus interchange
245,109
20.7 million
87.7%
$66.5 million
$48.6 million
$890.0 million
5.50%
234,781 sq ft
Yishun
MRT station & bus interchange
185,214
40.8 million
99.7%
$46.7 million
$33.4 million
$570.0 million
5.50%
1 Source: Valuation Reports of respective malls as at 30 September 2012
2 Singapore Department of Statistics, Census of Population 2010, page 23. 2011. Singapore: Ministry of Trade & Industry.
Available from: http://www.singstat.gov.sg/pubn/popn/c2010sr3/cop2010sr3.pdf [Accessed 4 December 2012]
Annual Report 2012
07
BEdoK poinT
YEwTEE poinT
anCHorpoinT
Bedok Point is a 6-storey mall inclusive of
2 basement levels located in town centre of
Bedok, which is one of the largest residential
estates in Singapore by population. The mall
is well-served by the nearby Bedok MRT
station and the Bedok bus interchange. The
mall offers an exciting array of restaurants,
retail and
food outlets, entertainment,
service offerings that makes it an attractive
destination for families, students and PMEBs
(Professionals, Managers, Executives and
Businessmen) around the precinct. The
shops and outlets at Bedok Point include
Paradise Inn, K Box, Challenger, Sushi-Tei,
Beijing 101, Mind Stretcher, among others.
Total shopper footfall to the mall in FY2012
was 8.0 million.
YewTee Point is a 2-storey retail mall
comprising one basement and one storey
above ground. The mall is located in the
town centre of Yew Tee housing estate and
is adjacent to Yew Tee MRT station.
YewTee Point’s key tenants include NTUC
Fairprice, Koufu (food court), KFC, Burger
King, among others. It draws shoppers from
the surrounding Yew Tee housing estate,
school, military camps and the nearby
industrial estate. Total shopper footfall to the
mall in FY2012 was 11.5 million.
Anchorpoint is a two-storey mall that offers
an exciting range of eateries and restaurants,
retail shopping and boutique outlets. It is
located along Alexandra Road, opposite
to the popular large home furnishing store
IKEA. Anchorpoint is well-served by public
bus services as well as regular shuttle bus
services between the mall and the nearby
office buildings in Alexandra. The stores
and restaurants at Anchorpoint include Cold
Storage, Koufu (food court), Japanese BBQ
restaurant Gyu-Kaku as well as reputable
retailers such as Charles & Keith and Cotton
On, among others. Total shopper footfall to
the mall in FY2012 was 3.9 million.
81,393 sq ft
Bedok
MRT station & bus interchange
294,519
8.0 million
98.7%
$12.5 million
$8.0 million
$128.0 million
5.75%
73,602 sq ft
Yew Tee (Choa Chu Kang)
MRT station & bus service
173,291
11.5 million
96.3%
$13.1 million
$9.6 million
$147.0 million
5.75%
71,610 sq ft
Queenstown
Public buses & shuttle bus service
98,502
3.9 million
99.3%
$8.4 million
$4.8 million
$81.0 million
5.60%
We achieved six consecutive years of growth
through a combination of accretive acquisitions,
asset enhancement initiatives and organic growth.
We will continue to build upon our strong
foundations of our assets, sound capital
management and the expertise of our people,
to attain new heights in performance and to
enhance value for our unitholders.
NEW
HEIGHTs
sTRONG
FOUNDATIONs
10
Frasers Centrepoint Trust
Letter to Unitholders
“FCT achieved a strong finish in FY2012 with multiple
new-highs in revenue, DPU and net asset value.”
Mr Philip Eng
Chairman
Dr Chew Tuan Chiong
Chief Executive Officer
Annual Report 2012
11
Dear Unitholders,
We are pleased to present Frasers Centrepoint Trust (“FCT” or
the “Trust”)’s Annual Report 2012 for the financial year ended 30
September 2012 (“FY2012”).
strong performance in FY2012
FCT achieved a strong finish with multiple new-highs in revenue,
earnings, distribution per unit (“DPU”) and net asset value
(“NAV”). Gross revenue for the year under review was $147.2
million, up 24.9% and net property income was $104.4 million,
up 26.4%. DPU for the year was 10.01 cents, up 20.3%. This
is the sixth consecutive year of DPU growth since FCT’s listing.
The results were also better than the forecast which we made in
August 2011 in connection with the acquisition of Bedok Point.
The good results were attributed to the strong performance of
Causeway Point, full-year contribution from Bedok Point and
positive growth in every mall in the portfolio. Gross revenue
from Causeway Point rose 28.8% to $66.5 million, following the
substantial completion of the mall’s asset enhancement initiative
(“AEI”). It also accounted for more than half of FCT’s revenue
growth in the year under review.
The financial position of the Trust remained solid with gearing
level at 30.1% and with no major refinancing needed over the
next three years. FCT’s total assets rose to a new high of $1.92
billion, from $1.79 billion a year ago and NAV per unit rose to
$1.53, from $1.40 a year ago. The increases were mainly
attributed to a net revaluation surplus of $100.7 million, of which
Causeway Point contributed the largest share of $54.1 million.
The healthy gains in valuation of the portfolio reflect the value
creation through judicious execution of our AEI strategy and
efforts to improve the income-producing capability of the assets.
Portfolio occupancy remained steady at 93.6% as at 30
September 2012. The portfolio occupancy is expected to
improve as the AEI at Causeway Point progresses towards
full completion by end-December 2012. FCT achieved healthy
average rental reversions of 12.1% during the year, as demand
from prospective and existing tenants remained strong.
retail sector expected to remain stable
The Government has warned of sluggish growth for Singapore
next year, but there is a silver lining as the domestic economy is
expected to stay resilient and unemployment is likely to remain
low. Wages are expected to rise by more than 3% next year.
Despite the slower growth outlook, the retail sector is expected
to remain relatively stable and resilient. The real estate market
statistics from the Urban Redevelopment Authority (URA) and
leading property consultants showed that overall rentals in the
retail sector have been stable since the Global Financial Crisis
and occupancy of retail properties has stayed at healthy levels.
The growing domestic population, sustained low unemployment
rate and growing household income in the recent years have
also helped to grow and underpin the stability of the retail
sector. Rising wages, in general, would also enhance consumer
spending power and this bodes well for the retail sector.
These factors are especially important for FCT as a player in
the suburban retail space, as our shoppers are mainly repeat-
customers from local catchment and a large portion of their
spending at our malls are non-discretionary in nature. A healthy
domestic economy and sustained low unemployment are among
the key factors that contribute to the stability of our business.
addressing cost challenges ahead
Given the tight labour supply and rising wages in Singapore, we
expect our cost of labour-intensive services, such as cleaning
and security services, to increase when the existing service
contracts are renewed. We are working closely with our service
providers to improve work flow and productivity, so as to better
manage our cost without compromising on service quality. We
are also exploring the use of technology, such as installation of
CCTVs at strategic locations in our malls, to optimise the security
manpower required in the night. These are sustainable cost
mitigation measures that will deliver benefits over time.
The other source of cost increase is utilities expense. In this
respect, we are stepping up efforts to render our properties
“Green”. In the case of Causeway Point, we introduced a host
of “Green” features during the AEI, such as installing high-
efficiency chillers, and the harvesting and recycling of water.
These investments have not only won Causeway Point the
Platinum award in BCA’s GreenMark program, but also resulted
in considerable savings of $660,000 a year in utilities bill and
reduced its carbon footprint. Such efforts will be extended
progressively to other properties within our portfolio.
FCT is well-positioned to continue to grow
We are entering FY2013 on a solid footing with positive growth
momentum. We expect our organic growth to be underpinned
by high occupancy across our malls, active tenant mix strategy
as well as healthy rental reversions, particularly from Causeway
Point and Northpoint. We will also continue to pursue growth
through acquisitions of sponsor’s pipeline assets and third-party
assets. While our strategy remains Singapore-centric, we will also
continue to explore growth opportunities in the region, especially
in Malaysia, where good local knowledge and presence will
enable us to succeed. FCT is well-positioned to continue to grow
and deliver higher returns to our Unitholders.
acknowledgements
We wish to express our appreciation to our Board of Directors
for their guidance and wise counsel. We also like to thank our
Unitholders, business partners, colleagues, tenants and shoppers
for their unwavering commitment and steadfast support for FCT
and in bringing FCT through yet another rewarding year for all.
Thank you.
Mr philip Eng
Chairman
dr Chew Tuan Chiong
Chief Executive Officer
We have achieved a consistent compounded annual
growth rate of 8.8% for our distribution per unit (DPU)
since IPO. The DPU of 10.01 cents for FY2012 is a
record-high.
CONsIsTENT
RETURNs
sAFE
INVEsTmENT
14
Frasers Centrepoint Trust
Year in Brief
January
2012
• FCT achieved strong 1Q12 results with 30% revenue year-on-year growth. DPU for
1Q12 grew 12.8% to 2.20 cents.
• FCT convened its Third Annual General Meeting (AGM) on 18 January 2012 and all
resolutions as set out in the Notice of AGM were duly passed.
April
2012
• FCT announced new record DPU of 2.50
cents for 2Q12, up 21% year-on-year.
June
2012
• FCT was voted Best Mid-Cap Company in Singapore by FinanceAsia.
• FCT issued two new Medium Term Notes (“Notes”) comprising $70 million 2.30%
Notes due 2015 and $30 million 2.85% Notes due 2017 under its $500 million
multicurrency Medium Term Notes Programme. The proceeds were used to
refinance the $75 million 4.8% Notes which matured in June 2012, to finance
the investments of FCT, asset enhancement works initiated by FCT and general
working capital purposes of FCT.
• Frasers Centrepoint Asset Management, the Manager for FCT, was a nominee
in the Category of Best Asian REIT Manager in the REIW ASIA 2012 Awards for
Excellence.
July
2012
• FCT announced DPU of 2.60 cents for 3Q12, up 33% year-
on-year to new high.
• FCT launched its revamped website www.fct.sg. The new
website features user-friendly interface and rich content.
September
2012
• FCT achieved a strong finish in FY2012 with multiple-highs in revenue, net property
income and distribution per unit (DPU). Full year DPU was at record-high of 10.01
cents, an increase of 20%. This is also the sixth consecutive year of DPU growth
since FCT’s listing.
• FCT was ranked in the top quartile among Singapore companies in CLSA’s
Corporate Governance survey.
Annual Report 2012
15
Investor Relations
open and transparent communications
wide coverage by equity research houses
Frasers Centrepoint Asset Management Ltd (“FCAM”), as
Manager of Frasers Centrepoint Trust (“FCT”), is committed
to maintaining open and transparent communications with
its unitholders and the investment community. FCAM
provides factual and timely disclosure on all material
information concerning FCT. General information on FCT
including annual reports, portfolio information and investor
presentations are updated regularly on FCT’s website. All
news releases and company announcements are also
available on the SGX-ST website.
active engagement with investors
Senior management of FCAM meets regularly with FCT’s
investors and analysts at conferences (both overseas
and local), one-on-one meetings, post-results luncheons
and road shows to apprise them of FCT’s corporate
developments and financial performance. FCT has
participated in several conferences hosted by major
financial institutions this year and they include Bank of
America Merrill Lynch ASEAN Conference, Credit Suisse
Asian Investment Conference, Citi Asia Pacific Property
Conference, DBS Pulse of Asia Conference, Credit Suisse
Asean & India Conference and the UBS ASEAN Conference
2012.
FCAM met or spoke with 282 investors (from 159 firms)
in FY2012, compared to 269 investors (from 151 firms) in
FY2011. The feedback from brokers and investors indicate
that FCT is a favoured stock among institutional investors,
particularly income-oriented, long-funds and insurance
funds, because of its strong track record in distribution
growth, stability, good growth prospects, attractive total
return, good corporate governance and transparent
management.
As at 30 September 2012, 51.5% of the total FCT issued
units are held by institutional investors, 41.0% are held by
the Sponsor group (comprising Frasers Centrepoint Limited
and FCAM) and 7.5% are held by individual retail investors.
accolades
•
•
FCT was voted “Best Mid-cap Company in Singapore”
in June 2012 by FinanceAsia. This is an annual poll
conducted by FinanceAsia which tallies votes for
Asia’s top companies from investors and analysts
across Asia.
FCT was ranked in the top quartile among Singapore
companies in CLSA’s CG Watch 2012. This biennial
survey is conducted by CLSA in collaboration with
Asian Corporate Governance Association to recognise
companies with good corporate governance practices.
•
FCAM was a finalist for Best Asian REIT Manager in
the REIW ASIA 2012 Awards for Excellence.
As at 30 October 2012, there were 17 research houses
which provide equity research coverage on FCT, compared
to 14 in the prior year. The research houses are (in
alphabetical order):
1. Bank of America-Merrill Lynch
2. CLSA Asia-Pacific Markets
3. Credit Suisse AG
4. CIMB Research
5. Citi Investment Research
6. Daiwa Capital Markets
7. DBS Vickers Securities
8. DMG & Partners Research
9. HSBC*
10. J.P. Morgan
11. Maybank Kim Eng Research*
12. OCBC Investment Research
13. Religãre Institutional Research*
14. RHB Research Institute Sdn Bhd*
15. Standard Chartered Bank
16. UBS
17. UOB Kay Hian Research
* Initiated research coverage on Frasers Centrepoint Trust in FY2012. The
Royal Bank of Scotland Asia Securities announced that it discontinued
equity research on Singapore equities market from March 2012.
Enquiries
For general enquiries on FCT, please contact:
Mr Chen Fung Leng
Head, Investor Relations & Research
Frasers Centrepoint Asset Management Ltd
Tel: (65) 6277-2657
Email: ir@fraserscentrepointtrust.com
Unit registrar
Boardroom Corporate & Advisory Services Pte Ltd
Phone: (65) 6536-5355
Fax: (65) 6536-1360
Website: www.boardroomlimited.com
FY2013 Financial Calendar*
– Annual General Meeting
22 January 2013
22 January 2013 – 1Q FY2013 Results Announcement
End February 2013 – 1Q FY2013 Distribution Payment
22 April 2013 – 2Q FY2013 Results Announcement
End May 2013 – 2Q FY2013 Distribution Payment
25 July 2013 – 3Q FY2013 Results Announcement
End August 2013 – 3Q FY2013 Distribution Payment
24 October 2013 – 4Q FY2013 Results Announcement
End November 2013 – 4Q FY2013 Distribution Payment
* Note: Dates are indicative and are subject to change.
We undertake asset enhancement initiatives to keep
our malls competitive and attractive. In doing so, we
improve the income-producing capability of our malls
and enhance their values.
Not resting on our laurels, we constantly seek
to expand our portfolio through acquisitions that
grow our portfolio and enhance the returns to our
unitholders.
GROWING
PORTFOLIO
CREATING
VALUE
18
Frasers Centrepoint Trust
Board of Directors
Mr pHilip EnG HEnG nEE, 66
Chairman, Non-executive and independent Director
dr CHEw TUan CHionG, 54
Executive and non-independent Director
Date of appointment as Director
: 03 April 2006
Date of appointment as Director
: 14 July 2010
Length of service as Director
(as at 30 September 2012)
: 6 years 06 months
Length of service as Director
(as at 30 September 2012)
: 2 years 02 months
Board committee served on:
Nil
Board committee served on:
Nil
academic & professional Qualifications:
• Bachelor of Commerce in Accountancy, University of New
academic & professional Qualifications:
• Bachelor of Engineering (First Class Honours), Monash
South Wales
• Associate Member, Institute of Chartered Accountants in
Australia
present directorships as at (30 september 2012)
Listed companies
• Asia Pacific Breweries Limited
• Ezra Holdings Limited
• Hup Soon Global Corporation Limited
• mDR Limited (Non-Executive Chairman)
• PT Adira Dinamika Multi Finance, Tbk (Commissioner)
• The Hour Glass Limited
Others
• Chinese Development Assistance Council
• Hektar Asset Management Sdn Bhd
• Heliconia Capital Management Private Limited
• KK Women’s and Children’s Hospital Pte Ltd
• NTUC Income Insurance Cooperative Limited
• OpenNet Private Limited
• Singapore Health Services Pte Ltd
Major appointments (other than directorships)
• Singapore’s Non-Resident Ambassador to Greece
• Singapore’s High Commissioner to Cyprus
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
• MCL Land Limited
others
• Mr Philip Eng spent 23 years with the Jardine Cycle &
Carriage Group before retiring in February 2005 as Group
Managing Director.
University
• Master of Engineering, National University of Singapore
• Doctor of Philosophy, University of Cambridge
• Chartered Engineer, The Engineering Council UK
• Fellow, The Institution of Engineers Singapore
• Fellow, Academy of Engineering Singapore
present directorships (as at 30 september 2012)
Listed companies
Nil
Others
• CityNet Infrastructure Management Pte Ltd
• Frasers Property Australia Pty Ltd
• Hektar Asset Management Sdn Bhd
• Vacaron Company Sdn Bhd
Major appointments (other than directorships)
• Chief Executive Officer, Frasers Centrepoint Asset
Management Ltd
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
Nil
others
• Previously Chief Executive Officer of the Science Centre
Singapore (1995 – 2010)
• Awarded Public Administration Medal (Silver) (Singapore)
• Awarded Sugden Award by the Combustion Institute (UK)
• Awarded the IPS Cadi Scientific Medal by the Institute of
Physics Singapore
Annual Report 2012
19
Mr CHia KHonG sHoonG, 41
Non-executive and non-independent Director
Mr CHrisTopHEr TanG KoK Kai, 51
Non-executive and non-independent Director
Date of appointment as Director
: 01 September 2009
Date of appointment as Director
: 27 January 2006
Length of service as Director
(as at 30 September 2012)
: 3 years 01 month
Length of service as Director
(as at 30 September 2012)
: 6 years 08 months
Board committee served on:
Nil
Board committee served on:
Nil
academic & professional Qualifications:
• Bachelor of Commerce (Accounting and Finance) (First
Class Honours), University of Western Australia
academic & professional Qualifications:
• Bachelor of Science, National University of Singapore
• Master of Business Administration, National University of
• Master of Philosophy (Management Studies), Cambridge
Singapore
University
present directorships as at (30 september 2012)
Listed companies
Nil
Others
• Frasers Centrepoint Asset Management (Commercial)
Limited
Major appointments (other than directorships)
• Chief Financial Officer, Frasers Centrepoint Limited
• Chief Executive Officer – Australia, New Zealand and
United Kingdom, Frasers Centrepoint Limited
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
• Frasers Property (China) Limited
others
• Mr Chia was previously a banker and has worked with
Schroders, Salomon Smith Barney / Citigroup Global
Markets and HSBC in London, New York, Kuala Lumpur
and Singapore.
present directorships as at (30 september 2012)
Listed companies
• Frasers Property (China) Limited
Others
• Frasers Centrepoint Asset Management (Commercial)
Limited
• Hektar Asset Management Sdn Bhd
• Republic Polytechnic (Member of the Board of Governors)
Major appointments (other than directorships)
• Chief Executive Officer, Frasers Centrepoint Commercial,
Frasers Centrepoint Limited
• Chief Executive Officer, Greater China, Frasers
Centrepoint Limited
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
• China Dairy Group Limited
others
• Mr Tang has previously worked with DBS Bank, DBS
Land and British Petroleum.
20
Frasers Centrepoint Trust
Board of Directors
Mr liM EE sEnG, 61
Non-executive and non-independent Director
Mr anTHonY CHEonG FooK sEnG, 58
Non-executive and non-independent Director
Date of appointment as Director
: 27 January 2006
Date of appointment as Director
: 27 January 2006
Length of service as Director
(as at 30 September 2012)
: 6 years 08 months
Length of service as Director
(as at 30 September 2012)
: 6 years 08 months
Board committees served on:
• Former Chairman of the Board from 1 July 2008 to
Board committee served on:
• Audit Committee (Member)
23 April 2009
academic & professional Qualifications:
• Bachelor of Engineering (Civil Engineering), University of
Singapore
academic & professional Qualifications:
• Member, Institute of Chartered Accountants in England &
Wales
• Member, The Institute of Certified Public Accountants in
• Master of Science (Project Management), National
Singapore
University of Singapore
• Fellow, Singapore Institute of Directors
• Member, The Institution of Engineers Singapore
present directorships as at (30 september 2012)
Listed companies
• Frasers Property (China) Limited
Others
• Frasers Centrepoint Asset Management (Commercial)
Limited
Major appointments (other than directorships)
• Group Chief Executive Officer, Frasers Centrepoint
Limited
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
Nil
others
• 1st Vice-President, Real Estate Development Association
of Singapore
• Awarded Public Service Medal, Singapore
• Former Board member of the Building and Construction
Authority of Singapore (2005 to 2009)
• Former Council member of the Singapore Chinese
Chamber of Commerce and Industry (2000 to 2004)
• Previously Managing Director of MCL Land Limited (1996
to 2004)
present directorships as at (30 september 2012)
Listed companies
• Fraser & Neave Holdings Bhd
• Frasers Property (China) Limited
Others
• Asia Pacific Investment Private Limited
• Fraser and Neave Group and Frasers Centrepoint Group
companies
Major appointments (other than directorships)
• Group Company Secretary of the Fraser and Neave
Group
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
Nil
others
Nil
Annual Report 2012
21
Mr BoBBY CHin YoKE CHoonG, 61
Non-executive and independent Director
Mr soH KiM soon, 66
Non-executive and independent Director
Date of appointment as Director
: 03 April 2006
Date of appointment as Director
: 23 March 2006
Length of service as Director
(as at 30 September 2012)
: 6 years 06 months
Length of service as Director
(as at 30 September 2012)
: 6 years 06 months
Board committee served on:
• Audit Committee (Chairman)
Board committee served on:
• Audit Committee (Member)
academic & professional Qualifications:
• Bachelor of Arts (Honours), University of Singapore
• Associate, Chartered Institute of Bankers
present directorships as at (30 september 2012)
Listed companies
• EnGro Corporation Limited
Others
• ORIX Investment and Management Private Limited
• ORIX Leasing Singapore Limited
Major appointments (other than directorships)
• Chairman of ORIX Investment and Management Private
Limited
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
Nil
others
• Previously Senior Managing Director of DBS Bank
academic & professional Qualifications:
• Bachelor of Accountancy, University of Singapore
• Fellow, Institute of Certified Public Accountants of
Singapore
• Associate member, Institute of Chartered Accountants in
England and Wales
present directorships as at (30 september 2012)
Listed companies
• AV Jennings Limited
• Ho Bee Investment Limited
• Oversea-Chinese Banking Corporation Limited
• Sembcorp Industries Limited
• Singapore Telecommunications Limited
• Yeo Hiap Seng Limited
Others
• NTUC Enterprise Co-Operative Limited (Deputy
Chairman)
• Singapore Totalisator Board (Chairman)
• Singapore Power Limited
• Singapore Labour Foundation
• The Competition Commission of Singapore
Major appointments (other than directorships)
• Member of the Council of Presidential Advisers (CPA)
past directorships in listed companies held over the
preceding 3 years (from 01 october 2009 to
30 september 2012)
• Neptune Orient Lines Limited
others
• Former Managing Partner of KPMG Singapore
• Former Board member of Urban Redevelopment
Authority (URA) from 1997 to 2006, and its Chairman
from 2001 to 2006
22
Frasers Centrepoint Trust
Trust Management Team
Frasers Centrepoint Asset Management Ltd.
First Row: Dr Chew Tuan Chiong and Mr Alex Chia
Second Row: Ms Lim Poh Tin, Ms Tay Hwee Pio and Mr Chen Fung Leng
dr CHEw TUan CHionG
Chief Executive Officer & Executive Director
Please refer to Dr Chew’s biography in the section on ‘Board of Directors’
Mr alEx CHia
Head, Investment
Alex leads the investment team that is responsible for the expansion of FCT’s asset portfolio with the objective of ensuring
optimum investment returns.
Alex has over 8 years of business development experience in the serviced residence industry covering the Pan Asia market.
He also has more than 5 years of retail experience in areas of operations and project planning.
Alex holds a Bachelor Degree in Business Administration from National University of Singapore and an MBA from University
of Hull, United Kingdom.
Annual Report 2012
23
Ms liM poH Tin
General Manager and Head, Asset Management
Poh Tin’s responsibilities includes formulating business and asset enhancement plans in relation to FCT’s properties with
short, medium and long term objectives.This involves working together with the Property Manager to ensure that the
property business plans are executed diligently.
Poh Tin has 25 years of real estate asset and property management experience. She holds Diplomas in Building Maintenance
and Management from Ngee Ann Technical College and Management Studies from Singapore Institute of Management.
She obtained her Bachelor of Science (Honours) degree in Real Estate Management from Oxford Brookes University.
Ms TaY HwEE pio
Financial Controller
Hwee Pio is responsible for the financial, taxation, treasury and compliance functions of Frasers Centrepoint Trust. She
has over 20 years of financial experience in the real estate industry. Prior to joining FCT, Hwee Pio was based in Shanghai
for 10 years, of which she was the Financial Controller for Frasers Centrepoint Limited’s property development operations
in China since year 2006. Before joining Frasers Centrepoint Limited, Hwee Pio held financial positions at Keppel Land,
Guocoland and KPMG.
Hwee Pio is a Singapore CPA with the Institute of Certified Public Accountants of Singapore and a Fellow with the
Association of Chartered Certified Accountants.
Mr CHEn FUnG lEnG
Head, Investor Relations and Research
Fung Leng is responsible for FCT’s investor relations function. He covers investor targeting, media and unitholder
communication, as well as to provide market intelligence and research support to the management. Fung Leng holds
a Master of Science degree in Industrial and Systems Engineering and a Bachelor’s degree in Mechanical Engineering
(Honours), both degrees from the National University of Singapore.
24
Frasers Centrepoint Trust
Property Management Team
Frasers Centrepoint Property Management Services Pte. Ltd.
First Row:
Second Row: Ms Jill Ng, Mr Andre Lobo and Ms Angela Ng
Mr Chia Shee Liang, Mr Edward Kway and Ms See San San
Mr CHia sHEE lianG
General Manager
Shee Liang, who has more than 20 years of experience in the real estate sector, leads the Property Management team
in managing the portfolio of retail properties in the company. Shee Liang spent 17 years working overseas in China,
Hong Kong, Taipei and Indonesia, specialising in retail management and consultancies. Prior to joining FCL, Shee
Liang was head of Property Management with Savills, Singapore. He has extensive hands on experience in leading
and coordinating shopping centres and mixed development that comprises retail, residential, hotel and office, from
conceptual planning stage to pre and post operational stages of the development process. The sizes of projects ranged
from 50,000 to 200,000 sqm. Shee Liang obtained his B.Sc (Estate Management) from National University of Singapore.
Annual Report 2012
25
Mr Edward KwaY
Senior Manager, Special Projects
Edward has over 25 years of experience in the building industry, of which 14 years was in the hospitality industry where he
spent 9 years at Royal Plaza on Scotts as Director of Engineering. An Electrical Engineer by training, he has many years
of experience in building services. Edward also holds a Bachelor of Business Management and Economics degree from
Charles Sturt University, Australia. With this mix in academic training, Mr Kway is both an effective engineer and an excellent
manager, able to help properties maximise operational efficiencies e.g. energy efficiency, business operation effectiveness
and efficiency as well as cost saving measures.
Ms sEE san san
Head, Leasing
San San heads the leasing function across ten malls in the FCL Group and has more than 20 years of work experience.
Prior to this, San San was Assistant General Manager of Marina Centre Holdings (MCH) where she was responsible for
marketing/leasing the shopping mall, leisure-plex and office block at Marina Square, Singapore’s third largest shopping
mall. Prior to joining MCH, San San gained extensive marketing and management experience in the retail, industrial and
residential sector working for Jones Lang Wooton, Colliers Jardine, and Colliers Goh & Tan. San San holds a Bachelor
Degree in Estate Management from the National University of Singapore and a graduate diploma in marketing from the
Marketing Institute of Singapore.
Ms Jill nG
Senior Manager, Advertising & Promotions
Jill has over 12 years of experience in sales and marketing in the field of information technology, event management and
mall management. Prior to joining Frasers Centrepoint, she was part of the development marketing team for a greenfield
retail mall. She also led Marketing Communications at Singapore’s largest suburban mall where she spearheaded branding,
loyalty, service excellence and promotions. Jill has a Degree in Business Administration from Macquarie University and a
Diploma in Hospitality Management from Temasek Polytechnic.
Mr andrE loBo
Senior Manager, Advertising & Promotions
Andre has over 20 years of experience in the industry. He oversees the advertising & promotional planning and public
relations for Frasers Centrepoint Malls. Andre has contributed to the image building and marketing efforts of a number
of notable organisations such as Bata Shoes, Max Factor Cosmetics, Sentosa Development Corporation, Singapore
Zoological Gardens and Suntec City. Andre holds a Bachelor’s Degree in Business Administration from the National
University of Singapore.
Ms anGEla nG
Senior Manager, Retail Design Management
Angela oversees the review and approval of designs for shop fit-outs. She also develops retail design guidelines and
participates in the conceptualisation of asset enhancement initiatives and feasibility studies. Angela has more than nine
years of real estate experience, with experience in retail design. She holds a Diploma in Interior Design from the National
Design Academy, London.
26
Frasers Centrepoint Trust
Property Management Team
Frasers Centrepoint Property Management Services Pte. Ltd.
First Row: Ms Molly Lim and Ms Cynthia Ng
Second Row: Ms Angela Wu, Ms Deon Koh and Mr Raymond Chan Kin
Ms MollY liM
Senior Centre Manager, Causeway Point
Molly has more than 21 years of experience in leasing commercial properties, which includes 18 years of shopping centre
management. She has been actively involved in enhancing tenant mix, resolving legal tenancy issues and managing
operational matters including safety and security, technical facilities, car park facilities and customer service. Molly was
involved in formulating the standard operating procedures for lease documentation and office administration, overseeing
customer service as well as facilitating the implementation of the division’s balance scorecard initiatives. Molly graduated
from the National University of Singapore with a Bachelor of Social Sciences (Honours) degree majoring in Economics. She
also holds a Graduate Diploma in Business Administration from the Singapore Institute of Management.
Annual Report 2012
27
Ms CYnTHia nG
Centre Manager, Northpoint
Cynthia has more than 8 years of experience in building and property management. She holds a Diploma in Building and
Property Management from Singapore Polytechnic and obtained her Bachelor of Science (Honours) degree in Real Estate
from National University of Singapore.
Ms anGEla wU
Centre Manager, Bedok Point
Angela has more than 15 years of experience in various aspect of real estate and property management of residential,
industrial and retail properties. She has vast experience in retail mall management including leasing management, advertising
and promotion, operational management and mall enhancement and upgrading project management. Angela graduated
with a Bachelor of Science and also holds a Graduate Diploma in Business Administration from National University of
Singapore.
Ms dEon KoH
Assistant Centre Manager, YewTee Point
Deon has 5 years of experience in real estate management. Prior to joining Frasers Centrepoint, Deon was responsible for
leasing activities at the commercial team of SMRT Investments Pte Ltd. Deon holds a Bachelor’s Degree in Real Estate
Management from Oxford Brookes and a Diploma in Building and Real Estate Management from Ngee Ann Polytechnic.
Mr raYMond CHan Kin
Centre Manager, Anchorpoint
Raymond oversees the management and performance of Anchorpoint. Prior to his current appointment, Raymond was responsible
for marketing communication matters of FCT malls, overseeing media planning & production, casual leasing, sales promotions,
sponsorship and customer services. He was also responsible for the advertising & promotional budgets and implementation of
standards and work processes across all FCT malls.
Raymond has more than 16 years of experience in the shopping centre industry. Prior to this, he spent over 8 years as a foreign
services officer with the Singapore Ministry of Foreign Affairs. Raymond holds a joint Business Studies Diploma from Ngee Ann
Technical College & Polytechnic of Central London.
28
Frasers Centrepoint Trust
Community Engagement
to establish our malls as
We strive
family-friendly
destinations that support a wide variety of communal events
and services that cater to families and the community. We
frequently organise or support the hosting of events at
our malls that promote healthy communal interaction and
family bonding. Our malls are also equipped with dedicated
children’s play area, nursing rooms, family parking spaces
and elder-friendly amenities to serve the community.
Our malls contribute in various ways towards the communal
events in the form of provision of venue, sponsorship and
promotion. These events include the festive celebrations
and special feature events such as “Brighten Up This
Mid-Autumn at Causeway Point”. Our mall management
also works closely with local community organisations
and government agencies to facilitate the organisation
of social events such as children’s art and craft activities,
charity drives, community exhibitions as well as initiatives to
promote family-friendly practices. For example, we hosted
a visit to Northpoint by Madam Halimah Yacob, Minister
of State, Ministry of Community Development, Youth
and Sports on 19 September 2012, with the objective to
promote the awareness of the family-friendly amenities,
services and facilities at business establishments.
Mdm Halimah Yacob (far right), Minister of State, Ministry of
Community Development, Youth and Sports during a visit
to Northpoint on 19 September 2012, with the objective
to promote the awareness of the family-friendly amenities,
services and facilities at business establishments.
Children enjoying themselves at the play area at Northpoint.
Annual Report 2012
29
Corporate Information
FRASERS CENTREPOINT TRUST
THE MANAGER
REGISTERED ADDRESS
HSBC Institutional Trust Services
(Singapore) Limited
21 Collyer Quay #10-02
HSBC Building
Singapore 049320
WEBSITE ADDRESS
www.fct.sg
TRUSTEE
HSBC Institutional Trust Services
(Singapore) Limited
21 Collyer Quay #03-01
HSBC Building
Singapore 049320
Phone: (65) 6658-6906
Fax: (65) 6534-5526
AUDITOR
Ernst & Young LLP
Partner-in-charge: Mr Nagaraj Sivaram
(since financial year 2012)
One Raffles Quay
Level 18 North Tower
Singapore 048583
Phone: (65) 6535-7777
Fax: (65) 6532-7662
BANKERS
DBS Bank Ltd
Oversea-Chinese Banking Corporation Ltd
Standard Chartered Bank
UNIT REGISTRAR
Boardroom Corporate & Advisory Services Pte Ltd
50 Raffles Place
#32-01 Singapore Land Tower
Singapore 048623
Phone: (65) 6536-5355
Fax: (65) 6536-1360
REGISTERED ADDRESS
Frasers Centrepoint Asset
Management Ltd
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Phone: (65) 6276-4882
Fax: (65) 6272-8776
DIRECTORS OF THE MANAGER
Mr Philip Eng Heng Nee
Independent Non-Executive Chairman
Dr Chew Tuan Chiong
CEO and Executive Director
Mr Chia Khong Shoong
Non-Executive Director
Mr Christopher Tang Kok Kai
Non-Executive Director
Mr Lim Ee Seng
Non-Executive Director
Mr Anthony Cheong Fook Seng
Non-Executive Director
Mr Bobby Chin Yoke Choong
Independent Non-Executive Director
Mr Soh Kim Soon
Independent Non-Executive Director
AUDIT COMMITTEE
Mr Bobby Chin Yoke Choong (Chairman)
Mr Anthony Cheong Fook Seng
Mr Soh Kim Soon
COMPANY SECRETARY
Mr Anthony Cheong Fook Seng
Frasers Centrepoint Trust
OPERATIONAL
& FINANCIAL
REVIEW
31 Operational & Financial Review
35 Portfolio Review
38 Capital Resources
40 Market Overview
42 Risk Management
Operational & Financial Review
Annual Report 2012
31
Comparison of the Year Ended 30 September 2012
to the Year Ended 30 September 2011
Financial Highlights ($’000)
Financial year ended 30 September
Rental revenue
Other revenue
Gross revenue
Property expenses
net property income
FY2012
131,280
15,923
147,203
(42,773)
104,430
FY2011
increase / (decrease)
103,644
14,240
117,884
(35,266)
82,618
26.7%
11.8%
24.9%
21.3%
26.4%
Gross revenue for the year was $147.2 million, an increase of 24.9% and net property income (“NPI”) was $104.4 million,
an increase of 26.4%. The increase was mainly attributed to the full-year contribution from Bedok Point and the increased
contribution from Causeway Point upon the completion of the significant portion of its addition and alteration works. The
other properties in the portfolio also achieved higher revenue against the same period last year.
Property expenses for the year ended 30 September 2012 totaled $42.8 million, an increase of $7.5 million or 21.3% from
the corresponding period last year. The increase was mainly due to:
i. higher property manager’s fee arising from the improvement in revenue and net property income;
ii. higher property tax and other expenses as there was write-back of provisions in the corresponding period last
year; and
iii. the addition of Bedok Point to the portfolio on 23 September 2011.
The net property income achieved was $104.4 million, which was $21.8 million or 26.4% higher than the corresponding
period last year.
distribution statements ($’000)
Financial year ended 30 September
net income
Net adjustments
Distribution from Associate
Income available for distribution
distribution to unitholders
FY2012
74,040
4,435
3,873
82,348
82,348
FY2011
increase / (decrease)
53,051
7,520
3,804
64,375
64,375
39.6%
(41.0%)
1.8%
27.9%
27.9%
distribution per Unit (cents)
Financial year ended 30 September
FY2012
FY2011
increase / (decrease)
First quarter
Second quarter
Third quarter
Fourth quarter
Full Year
2.20
2.50
2.60
2.71
10.01
1.95
2.07
1.95
2.35
8.32
12.8%
20.8%
33.3%
15.3%
20.3%
32
Frasers Centrepoint Trust
Operational & Financial Review
Income available for distribution to Unitholders for FY2012 increased 27.9% year-on-year to $82.3 million, mainly due to
the higher NPI achieved during the financial year and also higher contribution of the distribution received from Hektar REIT,
which Frasers Centrepoint Trust holds a 31.17% stake.
The distribution per Unit for FY2012 was 10.01 cents, an increase of 20.3% over the same period last year.
net asset value per unit
as at
NAV per unit
1. computed based on 823,522,544 Units
2. computed based on 822,003,088 Units
30 sep 2012
30 sep 2011
increase / (decrease)
$1.531
$1.402
9.3%
Net asset value per Unit of FCT stood at $1.53 as at 30 September 2012, an increase of 9.3% from $1.40 a year ago, due
net revaluation gains on FCT properties.
Operational & Financial Highlights by Property
Gross revenue by property ($’000)
property
Causeway Point
Northpoint
Bedok Point
YewTee Point
Anchorpoint
Total FCT
property Expenses by property ($’000)
property
Causeway Point
Northpoint
Bedok Point
YewTee Point
Anchorpoint
Total FCT
net property income by property ($’000)
property
Causeway Point
Northpoint
Bedok Point
YewTee Point
Anchorpoint
Total FCT
FY2012
FY2011
increase / (decrease)
66,507
46,669
12,464
13,124
8,439
51,563
45,036
269
12,988
8,028
147,203
117,884
29.0%
3.6%
n.m.
1.0%
5.1%
24.9%
FY2012
FY2011
increase / (decrease)
17,923
13,307
4,419
3,496
3,628
16,086
11,858
112
3,595
3,615
42,773
35,266
11.4%
12.2%
n.m.
(2.8%)
0.4%
21.3%
FY2012
FY2011
increase / (decrease)
48,584
33,362
8,045
9,628
4,811
35,477
33,178
157
9,393
4,413
104,430
82,618
36.9%
0.6%
n.m.
2.5%
9.0%
26.4%
Annual Report 2012
33
leasing data (1 october 2011 to 30 september 2012)
property
number of
renewals /
new leases
aggregate nla of
renewals (sq ft)
renewed aggregate
nla as percentage of
total mall nla
average increase
over preceding
rents
Causeway Point
Causeway Point
Northpoint
Northpoint
YewTee Point
YewTee Point
Anchorpoint
Anchorpoint
Bedok Point
Bedok Point
Total FCT portfolio
Total FCT portfolio
18,894
15
27
76
53
33
23
17
26
Nil
Nil
141
129
79,535
128,407
100.0%
37,577
NA
12,299
NA
Nil
95.8%
257,818
87.2%
19.0%
11.6%
54.4%
0.1%
51.1%
0%
17.2%
0%
N.A.
28.0%
29.3%
8.6%
9.1%
5.2%
14.1%
5.8%
9.6%
NA
9.0%
NA
N.A.
12.1%
12.1%
7.2%
FCT’s property portfolio continued to achieve positive rental reversions during the year. Rentals from renewal and
replacement leases from the properties commencing during the period, showed an increase in average of 12.1% over the
expiring leases.
occupancy data as at 30 september
property
Causeway Point
Northpoint
YewTee Point
Anchorpoint
Bedok Point
Total FCT portfolio
FY2012
FY2011
87.7%
99.7%
96.3%
99.3%
98.7%
93.6%
92.0%
98.3%
95.6%
98.6%
98.3%
95.1%
Change
-4.3% point
+1.4% point
+0.7% point
+0.7% point
+0.4% point
-1.5% point
Occupancy of FCT portfolio stood at 93.6% as at 30 September 2012, a decline of 1.5%-point from the previous year.
This was mainly attributed to the lower occupancy at Causeway Point due to the on-going refurbishment works at the mall.
Causeway Point is expected to achieve full occupancy upon the full completion of the refurbishment works, which is due
for full completion by end of December 2012.
shopper Traffic (millions)
property
Causeway Point
Northpoint
YewTee Point
Anchorpoint
Bedok Point
FY2012
FY2011
20.7
40.8
11.5
3.9
8.0
*
38.2
11.4
4.2
8.3#
* The visitor traffic information in FY2011 for Causeway Point was not available as its electronic traffic counters were removed due to refurbishment works
at the mall.
# As recorded by electronic traffic counters for the nine and a half months period between mid-December 2010 and September 2011.
The total shopper footfall in FY2012 was 84.9 million or an average of about 7.1 million per month. There was no comparable
data for Causeway Point in the prior year FY2011 as the shopper traffic information then was not available due to the
ongoing refurbishment works at the mall. Northpoint continued to register strong shopper traffic growth in FY2012 to reach
40.8 million footfall in FY2012. However, the shopper traffic trend at the 3 smaller malls was mixed, YewTee registered a
small increase while Bedok and Anchorpoint both saw decline in the shopper traffic.
34
Frasers Centrepoint Trust
Operational & Financial Review
percentage of occupied leases with Gross turnover rent (GTo) and step-up Clauses:
FY2012
FY2011
Change
With GTO clause
With step-up clause
94.0%
98.7%
93.8%
98.3%
+0.2% point
+0.4% point
The proportion of leases with GTO and Step-up clauses continue to remain stable at 94.0% and 98.7%, respectively. In
general, the GTO component represents between 0.5% and 1.0% of the tenants’ sales revenue. The aggregate GTO make
up approximately 5% of FCT’s total gross revenue.
appraised value of properties ($ million)
property
sep 2012
valuation
($ million)
sep 2012
book value
($ million)
Change
sep 2012
Capitalisation
rate1
sep 2011
Capitalisation
rate1
Change in
Capitalisation
rate
Causeway Point
Northpoint
Bedok Point
YewTee Point
Anchorpoint
Total
890.0
570.0
128.0
147.0
81.0
835.9
534.1
▲
6.5%
▲
6.7%
128.0 No change
138.0
78.0
▲
6.5%
▲
3.8%
▲
6.0%
1,816.0
1,714.0
5.50%
5.50%
5.75%
5.75%
5.60%
5.50%
5.65%
5.75%
6.00%
6.00%
No change
-15 bps
No change
-25 bps
-40 bps
1. As indicated by property valuers.
The properties were valued at $1.816 billion by Jones Lang LaSalle Property Consultants Pte. Ltd., Knight Frank Pte. Ltd.
and Colliers International Consultancy & Valuation (Singapore) Pte. Ltd. (the “Valuers”) on 30 September 2012.
The revaluation surplus was $102.0 million and after adjustment for amortisation of rent incentives of $1.3 million, the net
revaluation surplus was $100.7 million. The Valuers have used the direct comparison, investment and discounted cash
flows methods in determining the fair values of the Properties. Valuation is required to be conducted annually in compliance
with the Code on Collective Investment Schemes.
asset locations
YewTee Point
Annual Report 2012
35
Portfolio Review
Causeway Point
Northpoint
Bedok Point
Anchorpoint
MRT lines
summary (as at 30 september 2012)
Year of
completion
address
Connectivity
Tenure
Causeway point
northpoint
Bedok point
YewTee point
anchorpoint
1998
1992
2010
2008
1997
1 Woodlands
Square,
Singapore
738099
930 Yishun
Avenue 2,
Singapore
769098
799 New Upper,
Changi Road
Singapore
467351
21 Choa Chu Kang 368 and 370
North 6,
Singapore
689578
Alexandra Road,
Singapore
159952/3
Woodlands MRT
station & bus
interchange
Yishun MRT
station & bus
interchange
Bedok MRT
station & bus
interchange
YewTee MRT
station & bus
stop
Near Queenstown
MRT station &
bus stop
99 years
leasehold,
expires in 2094
99 years
leasehold,
expires in 2089
99 years
leasehold,
expires in 2077
99 years
leasehold,
expires in 2105
Freehold
net lettable
area (square feet)
415,896
234,781
81,393
73,602
71,610
area population1
245,109
185,214
294,519
173,291
98,502
appraised value
$890.0 million
$570.0 million
$128.0 million
$147.0 million
$81.0 million
as % of portfolio value
49.0%
occupancy
87.7%
number of leases
201
31.4%
99.7%
180
7.0%
98.7%
77
8.1%
96.3%
76
4.5%
99.3%
68
1 Singapore Department of Statistics, Census of Population 2010, page 23. 2011. Singapore: Ministry of Trade & Industry.
Available from: http://www.singstat.gov.sg/pubn/popn/c2010sr3/cop2010sr3.pdf [Accessed 4 December 2012]
36
Frasers Centrepoint Trust
Portfolio Review
Healthy Trade and Tenancy Mix
As at 30 September 2012, the five malls in FCT portfolio have a total of 602 running leases, excluding vacancy. The top
five tenants ranked by gross rental income (“GRI”) were Cold Storage Supermarket, Metro, Courts, Kopitiam and Food
Republic. These five tenants contributed collectively, 22.6% (FY2011: 22.9%) of the mall’s total gross rental income. The
details of the top 10 tenants by GRI are presented in chart below.
The top 5 trades by NLA were food & restaurants, fashion, education and services, household and departmental store. The
detail breakdown of the trade mix by trade and by gross rental income is presented in charts below.
Top 10 Tenants by Gross rental income as at 30 september 2012
Cold Storage Singapore (1983) Pte Ltd1
Metro (Private) Limited2
Courts (Singapore) Limited
Kopitiam Pte Ltd
Food Republic Pte Ltd
Watson’s Personal Care Stores Pte Ltd
NTUC Fairprice Co-operative Ltd
Aspial-Lee Hwa Jewellery Pte Ltd3
Soo Kee Jewellery Pte Ltd
G2000 Apparel (S) Pte Ltd
4.9%
3.3%
3.0%
2.1%
2.0%
1.6%
1.5%
1.4%
1.4%
1.3%
(1)
includes the leases for Cold Storage
supermarket, Guardian Pharmacy and
7-Eleven
(2) includes the leases for Metro
Departmental Store and Clinique Service
Centre
(3) includes the leases for Lee Hwa
Jewellery, CITIGEMS and Goldheart
Jewellery
Trade Mix by net lettable area (as at 30 September 2012)
11 12
10
9
8
7
6
5
4
3
1
2
Trade Classifications
25.6%
1 Food & Restaurants
15.6%
2 Fashion
8.8%
3 Services/Education
8.4%
4 Household
8.1%
5 Supermarket/Hypermarket
6.8%
6 Department Store
6.2%
7 Vacant
8 Leisure/Entertainment
6.1%
9 Beauty, Hair, Cosmetics, Personal Care 5.9%
4.3%
10 Books, Music, Art & Craft, Hobbies
2.5%
11 Healthcare
1.7%
12 Sports Apparels & Equipment
Total
100.0%
Trade Mix by Gross rental income (as at 30 September 2012)
10 11
9
8
7
1
5
6
4
3
2
Trade Classifications
31.0%
1 Food & Restaurants
24.6%
2 Fashion
3 Services/Education
8.6%
4 Beauty, Hair, Cosmetics, Personal Care 8.2%
7.6%
5 Household
4.4%
6 Supermarket/Hypermarket
4.1%
7 Healthcare
3.6%
8 Books, Music, Art & Craft, Hobbies
3.3%
9 Department Store
2.5%
10 Leisure/Entertainment
2.1%
11 Sports Apparels & Equipment
Total
100.0%
Annual Report 2012
37
FCT portfolio lease Expiry profile (as at 30 September 2012)
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
Number of Leases expiring
195
203
180
20
3
1
Expiries as % of total gross
rental income
Net Lettable Area of expiring
leases (square feet)
Expiries as % of total
Net Lettable Area (NLA)
22.9%
32.4%
36.2%
6.4%
0.9%
1.1%
162,948
259,904
304,180
56,886
8,743
32,102
19.8%
31.5%
36.9%
6.9%
1.1%
3.9%
lease Expiry profile as % of total gross rental income of FCT portfolio (as at 30 September 2012)
36.2%
32.4%
22.9%
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
6.4%
0.9%
1.1%
lease Expiry profile as % of total net lettable area of FCT portfolio (as at 30 September 2012)
36.9%
31.5%
19.8%
6.9%
1.1%
3.9%
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
lease expiry profile for FY2013 by property
Causeway point
northpoint
Bedok point
YewTee point
anchorpoint
Number of Leases expiring
47
60
23
38
27
Expiries as % of Property’s
total gross rental income
Net Lettable Area of
expiring leases (square feet)
Expiries as % of total
gross rental income
11.4%
32.1%
18.3%
45.9%
32.1%
42,379
59,011
8,234
31,149
22,175
11.5%
25.1%
10.3%
43.9%
31.2%
38
Frasers Centrepoint Trust
Capital Resources
overview
Credit ratings
Frasers Centrepoint Asset Management (“FCaM”), as
Manager of Frasers Centrepoint Trust (“FCT”), continues
to maintain a prudent financial structure and adequate
financial flexibility to ensure that it has access to capital
resources at attractive cost. FCAM monitors FCT’s cash
flows, financial position, debt maturity profile, cost of
funds, interest rates exposure and overall liquidity position
on a continuous basis. FCAM monitors and maintains a
level of cash and cash equivalents deemed adequate by
management to finance its operations. It also maintains an
amount of available banking facilities deemed sufficient by
management with several reputable banks to ensure FCT
has access to diversified sources of bank borrowings.
sources of Funding
FCT relies on the debt capital and syndicated loans
markets, equity market and bilateral bank facilities for its
funding needs. FCAM maintains active relationship with
several reputable banks which are located in Singapore.
The principal bankers of FCT are DBS Bank Ltd, Oversea-
Chinese Banking Corporation and Standard Chartered
Bank.
As at 30 September 2012, FCT has a total capacity of
$789 million from its sources of funding, of which $577
million or 73.1% has been utilised. The following table
summarises the capacity and the amount utilised for each
of the sources of funding:
FCT has corporate credit ratings from Moody’s Investors
Service (“Moody’s”) and Standard & Poor’s Rating Services
(“s&p”). Moody’s has given FCT a corporate credit rating
of “Baa1” with a stable outlook and S&P has given FCT a
corporate rating of “BBB+” with a stable outlook as well. In
addition, S&P has also given a “BBB+” credit rating with a
stable outlook for FCT’s multicurrency Medium Term Notes
Programme (“MTn programme”).
debt profile
The Manager announced in June 2012 the issue of two
new Medium Term Notes (“notes”) comprising $70 million
2.3% Notes due 2015 (series 005 Notes) and $30 million
2.85% Notes due 2017 (series 006 Notes), both under the
existing $500 million multicurrency MTN Programme. Part
of the proceeds from these issues was utilised to retire the
$75 million 4.8% Notes which matured in June 2012, while
the remaining of the proceeds was utilised to finance the
investments of FCT, asset enhancement works initiated by
FCT and general working capital purposes of FCT.
FCT’s total gross borrowings stood at $577 million at end-
September in the financial year under review, of which $58
million of borrowing (10% of total borrowing) will mature
in the next 12 months. The total borrowings comprised
$334 million in secured bank borrowings, $240 million in
unsecured Notes and $3 million in revolving credit facility.
FCT’s gearing remains healthy at 30.1% as at 30
September 2012. The interest cover for the financial year
ended September 2012 was also healthy at 5.56 times.
FCT’s weighted average debt maturity is 3.08 years as at
30 September 2012.
sources of Funding
Sources of Funding
Type
Capacity
Utilised
%Untilised
Revolving credit facility
Unsecured
$30 million
$3 million
Medium Term Note Programme1
Unsecured
$425 million
$240 million
Bank borrowings
Total
Secured
$334 million
$334 million
$789 million
$577 million
10.0%
56.5%
100.0%
73.1%
1 FCT established the $500 million MTN Programme on 7 May 2009. The $75 million 4.8% Notes due June 2012 which was issued under this
Programme, was retired upon its maturity. The available capacity under the Programme is reduced correspondingly by $75 million to $425 million.
Annual Report 2012
39
Highlights
Financial Year ended
30 September
Total Borrowings
Gearing1
Interest Cover
Average Cost of Borrowing
2012
$577 million
30.1%
5.56 times
2.71%
2011
$559 million
31.3%
4.62 times
3.01%
1 Calculated as the ratio of total borrowings over the total assets as at the stated balance sheet date.
debt Maturity profile (as at 30 september 2012)
Timeframe
< 1year
1-2 years
2-4 years
> 4 years
Total Borrowings
$577 million
Amount
As % of total debt
$58 million
$60 milllion
$359 million
$100 million
$577 million
10.1%
10.4%
62.2%
17.3%
100%
$359 million
(62.2% of
total debt)
$58 million
(10.1% of
total debt)
$60 million
(10.4% of
total debt)
$100 million
(17.3% of
total debt)
Total Debt
< 1year
1-2 years
2-4 years
> 4 years
40
Frasers Centrepoint Trust
Market Overview
slow global economy growth in 2013, but singapore
domestic economy is expected to stay resilient
positive retail sales growth in the recent retail sales
index
The global economy is expected to continue to be sluggish
in 2013. The macroeconomic issues such as the on-going
sovereign debt problems in the Eurozone, the sluggish
US economy and the slower GDP outlook of developed
nations in general are likely to remain overhanging issues.
Asia economy outlook is likely to remain resilient although
the overall growth is likely to be moderate.
The Government has forecast Singapore’s GDP to grow
around 1.5% in 2012 and 1.0% to 3.0% in 20131. Despite
the slower growth outlook, the domestic economy is
expected to stay resilient and unemployment is likely to
remain low. Wages are expected to rise by more than 3%
next year2.
retail sector to remain stable
The retail sector is expected to remain relatively stable and
resilient. The real estate market statistics from the Urban
Redevelopment Authority (URA) and leading property
consultants showed that overall rentals in the retail
sector have been stable since the Global Financial Crisis
and occupancy of retail properties has stayed at healthy
levels. The growing domestic population, sustained low
unemployment rate and growing household income in the
recent years have also helped to grow and underpin the
stability of the retail sector. Rising wages, in general, would
also enhance consumer spending power and this bodes
well for the retail sector.
In a recent Third Quarter 2012 Business Expectation
Survey3 conducted by the Department of Statistics,
Singapore (DOS), the survey results showed that within the
retail trade industry, a net weighted balance of 15% of firms
are optimistic about business prospects for the second
half of 2012 compared with the first half of the year. These
include department stores as well as retailers of wearing
apparel & footwear and jewellery & watches, citing the
year-end holiday season as the reason for their optimism.
The recent Retail Sales Index in the month of September
20124 indicated that retail sales, excluding motor vehicles,
rose 3.9% year on year, a continued improvement from
the decline of 0.7% in July 2012 and the 2.7% growth in
August 2012. In particular, retailers of telecommunications
apparatus & computers and supermarkets recorded
double-digit year-on-year growth in sales of 15.8% and
13.8% respectively in September 2012.
According to the URA’s real estate shop rental index (all
area) in Exhibit 1, the retail rental has moderated over the
last 12 months since September 2011, but it has remained
below the peak achieved in the second quarter of 2008.
Industry analysts have expected the rental index to remain
relatively stable over the near term.
URA projects an aggregate of 426,000 square meters (or
4,585,425 square feet) of gross shop space supply under
construction from 2013 to 2016. The profile of the supply
pipeline is shown in Exhibit 2.
1 Ministry of Trade and Industry, Press Release: MTI Forecasts Growth of Around 1.5 Per Cent in 2012 and 1.0 to 3.0 Per Cent in 2013, 16 November 2012.
Available from: http://www.mti.gov.sg/ResearchRoom/SiteAssets/Pages/Economic-Survey-of-Singapore-Third-Quarter-2012/PR_3Q12.pdf [Accessed 16
November 2012].
2 The Straits Times, MAS warns of sluggish growth ahead for Singapore, 31 October 2012. Available from: http://www.straitstimes.com/breaking-news/
singapore/story/mas-warns-sluggish-growth-ahead-singapore-20121031 [Accessed 31 October 2012].
3 Department of Statistics, Business Expectations Survey (Services Sector) Third Quarter 2012, 31 July 2012. Available from: http://www.singstat.gov.sg/
news/news/bes3q2012.pdf [Accessed 12 November 2012].
4 Department of Statistics, Press release: Retail Sales Index September 2012, 15 November 2012. Available from: http://www.singstat.gov.sg/news/news/
mrssep2012.pdf [Accessed 16 November 2012].
Annual Report 2012
41
Exhibit 1: Ura real Estate shop rental index
124
122
120
118
116
114
112
110
108
106
Sep
Dec
Mar
Jun
Sep
Dec
Mar
Jun
Sep
Dec
Mar
Jun
Sep
Dec
Mar
Jun
Sep
Dec
Mar
Jun
Sep
2007
2008
2009
2010
2011
2012
Source: Bloomberg [Accessed 23 November 2012]
Index is based at 100 as at Dec-1998
Exhibit 2: shop space supply pipeline
Gross Supply
(’000 square meters)
250
200
150
100
50
0
Planned
Under Construction
Planned
Under Construction
2013
2
139
2014
16
167
2017
73
120
2016
> 2016
42
0
9
23
Source: Urban Redevelopment Authority. Available from http://www.ura.gov.sg/pr/graphics/2012/pr12-120e2.pdf [Accessed 29 October 2012]
42
Frasers Centrepoint Trust
Risk Management
Effective risk management is a fundamental part of FCT’s
business strategy. Key risks, control measures and
management actions are continually identified, reviewed
and monitored by management as part of FCAM’s
enterprise wide risk management (“ErM”) framework.
Recognising and managing risks are central to the business
and to protecting unitholders’ interests and value.
risK ManaGEMEnT FraMEworK
Risks are reported and monitored at the operational level
using a Risk Scorecard which captures risks, mitigating
measures, timeline for action items and risk ratings. Where
applicable, Key Risk Indicators (“Kris”) are established
to monitor risks. For risks that are material, the mitigating
measures and KRIs are presented in the form of a Key Risk
Dashboard and reviewed by the Management on a regular
basis.
ERM reporting is facilitated through a web-based Corporate
Risk Scorecard system which enables the reporting of risks
and risk status using a common platform in a consistent
and cohesive manner.
risK UpdaTE
Formal risk reviews take place half yearly and the scorecard
is updated concurrently. On a half yearly basis, ERM
validation sessions are held where the Management of
FCAM provides assurance to the Audit Committee that
key risks have been identified and the control measures
are adequate.
FCAM also seeks to benchmark its ERM programme
against industry best practices and standards. In assessing
areas for improvement and how the ERM processes and
practices can be strengthened, reference was made to
the best practices in risk management set out in the Risk
Governance Guidance for Listed Boards issued by the
Corporate Governance Council in May 2012.
During the year, FCAM initiated a review of the risk
scorecards and will adopt recommendations to improve
the identification and recording of risks, where appropriate.
As every staff has a role to play in risk management, ERM
and business continuity plan (“BCp”) awareness briefings
are conducted for new staff. Refresher sessions are also
held to update staff on relevant developments in the area
of ERM and BCP.
KEY risKs in FinanCial YEar 2011/2012
operational risks
FCAM has established and strictly adhered to a set of
standard operating procedures designed to identify monitor,
report and manage the operational risks associated with the
day-to-day management and maintenance of FCT malls.
The procedures and guidelines are regularly reviewed and
benchmarked against industry best practices to ensure
relevance and effectiveness. BCPs and insurances are also
in place to mitigate losses resulting from natural disasters
and pandemic outbreak. BCPs are regularly tested for their
effectiveness.
Human Capital risk
FCAM has in place a career planning and development
system and conducts
regular salary and benefits
benchmarking sessions to attract and retain appropriate
talent for the business.
liquidity risks
In managing FCT, FCAM adheres closely to the covenants
in the loan agreements and property fund guidelines in
the Code of Collective Investment Schemes issued by the
Monetary Authority of Singapore.
In addition, there is close monitoring by FCAM of FCT’s
cash flow position and requirements so as to ensure
sufficient liquidity reserves to finance its operations and
meet any short term obligations.
investment risks
As FCT grows its investment portfolio via acquisition of
new properties and other forms of permitted investments,
all investment opportunities are subject to a disciplined
and rigorous appraisal process. All investment proposals
are evaluated based on a comprehensive set of investment
criteria including alignment with FCT’s investment mandate,
asset quality, expected returns, sustainability of asset
performance and future growth potential, and having due
regard to market conditions and outlook.
interest rate risk
Interest rate risk is managed by FCAM on an on-going basis
with the primary objective of limiting the extent to which net
interest expense could be affected by adverse movements
in interest rates. FCAM adopts a policy of fixing the interest
rates for a major portion of its outstanding borrowings via
financial derivatives or other suitable financial products.
Credit risk
FCAM has established credit limits for customers and
monitors their debt levels on an ongoing basis. Credit
evaluations are performed before lease agreements are
entered into with customers. Credit risk is also mitigated
by the rental deposits held for each of the customers. Cash
and fixed deposits are placed with a regulated financial
institution.
Compliance risk
FCT is subject to relevant laws and regulations including
the Listing Manual of the Singapore Exchange Securities
Trading Limited, the Code on Collective Investment
Schemes issued by the Monetary Authority of Singapore
and the tax rulings issued by the Inland Revenue Authority
of Singapore with regard to the taxation of FCT and its
Unitholders. Any changes to these regulations may affect
FCT’s operations and results.
FCAM has in place policies and procedures to facilitate
compliance with applicable laws and regulations.
Mall Profiles
44 Causeway Point
46 Northpoint
48 Bedok Point
50 YewTee Point
52 Anchorpoint
54 Hektar Real Estate Investment Trust
44
Frasers Centrepoint Trust
Causeway Point
Year of Completion
1998
address
1 Woodlands Square,
Singapore 738099
Connectivity
Woodlands MRT Station
and bus interchange
Tenure
99 years leasehold
(expires year 2094)
net lettable area
415,896 sq ft
leases
201
area population
245,109
appraised value
$890.0 million
Carpark lots
560 (During refurbishment)
843 (Upon completion of
refurbishment in December 2012)
profile snapshot
as at 30 September 2012
Causeway Point is an award-winning retail mall located in the heart of Woodlands, one of the most populous residential estates in
Singapore. The mall is conveniently located next to the Woodlands MRT station and the Woodlands regional bus interchange. It is the
largest mall within FCT’s portfolio with total lettable area of 415,896 square feet.
The mall offers more than 200 stores and outlets spread over seven floors and a basement level, making it a convenient shopping
destination for shoppers. Top tenants of the mall include Metro (departmental store), Courts (IT, electrical and furniture retailer), Cold
Storage (supermarket) and Cathay Cineplexes. Causeway Point enjoys good shopper catchment comprising residents and commuters
from the surrounding housing estates, schools, offices and factories. Shopper footfall was 20.7 million1 in FY2012 or an average of 1.7
million per month.
The mall was recently refurbished with distinctive mall features, new outlets, more vibrant shopping ambience and more family-friendly
facilities. The mall has also won the prestigious Platinum Award in the BCA’s GreenMark program for its host of “Green” features that
reduces its energy consumption and carbon footprint.
1The refurbishment works at Causeway Point are still on-going for FY2012 ended September 2012. Full completion is expected in December 2012.
Causeway point Highlights
Financial Year ended 30 september
Gross Revenue ($’000)
Net Property Income ($’000)
Occupancy
Visitor Traffic (million)
FY2012
66,507
48,584
87.7%
20.7
FY2011
51,563
35,477
92.0%
*
Change
+29.0%
+36.9%
-4.3% point
n.a.
* The visitor traffic information in FY2011 for Causeway Point was not available as its electronic traffic counters were deactivated due to
refurbishment works at the mall.
Annual Report 2012
45
strong revenue and npi growth
improving shopper traffic
Causeway Point delivered strong performance in FY2012. Gross
revenue for the year was $66.5 million, up 29% and net property
income (“NPI”) was $48.6 million, up 36.9%. The strong revenue
performance was attributed to the sharp recovery in the occupancy
of the mall, healthy rental reversions and higher receipts from turnover
rents and car park income, following the substantial completion of
the mall’s asset enhancement initiative (“AEI”). Property expense
increased at a slower rate of 11.4% to $17.9 million, due to operational
cost control measures as well as write back of provisions that were
no longer required.
achieved healthy rental revision of 9.1% for the year
The average rental reversion at Causeway Point has remained
healthy at 9.1% in FY2012 (FY2011: 8.8%). A total of 15 leases with
an aggregate net lettable area (“NLA”) of 79,535 square feet were
renewed. The NLA renewed accounted for approximately 19% of the
mall’s total NLA.
aEi to complete on schedule in end-december 2012
The AEI works at Causeway Point has entered the final stage prior to
handing over to the tenants. As at 30 September 2012, occupancy
of the mall stood at 87.7%, which was 4.3% point lower than the
prior year, due to the ongoing AEI. The mall is expected to achieve full
occupancy upon full completion of the AEI in end-December 2012.
The total shopper footfall in FY2012 was 20.7 million or an average of
about 1.7 million per month. There was no comparable data for the
prior year FY2011 as the traffic counters at the mall were deactivated
due to the AEI works. The footfall to the mall has improved steadily
in the last few months in FY2012 (June to September 2012), which
could be attributed to several promotional events and festive
celebrations at the mall during the period.
Healthy trade and tenancy mix
As at 30 September 2012, Causeway Point has a total of 201 running
leases, excluding vacancy. The top five tenants ranked by gross rental
income (“GRI”) were Metro, Courts, Cold Storage Supermarket, Food
Republic and Cathay Cineplexes. These five tenants contributed
collectively, 26.5% (FY2011: 28%) of the mall’s total gross rental
income. The details of the top 10 tenants by GRI are presented in
chart below.
The top 5 trades by NLA were fashion, food & restaurants,
departmental store, household and leisure & entertainment. The NLA
weightage of the food & restaurants trade is expected to increase
when the tenants at the 5th level of mall, which are mainly restaurants
and food outlets, commence trading progressively at the end of
December 2012. The detail breakdown of the trade mix by trade and
by gross rental income is presented in charts below.
Top 10 Tenants by Gross rental income (as at 30 September 2012)
Metro 1
Courts
Cold Storage 2
Food Republic
Cathay Cineplexes
Uniqlo
McDonald’s
Aspial-Lee Hwa Jewellery 3
Soo Kee Jewellery
Esprit
5.3%
4.4%
7.5%
6.8%
1 Includes the leases for Metro
Departmental Store and
Clinique Service Centre
Includes the leases for Cold
Storage, Guardian Pharmacy
and 7-Eleven
2
3 Includes the leases for Lee
Hwa Jewellery, CITIGEMS
and Goldheart Jewellery
2.6%
2.3%
1.9%
1.7%
1.6%
1.6%
Trade Mix by net lettable area (as at 30 September 2012)
Trade Mix by Gross rental income (as at 30 September 2012)
10 1112
9
8
1
7
6
5
2
4
3
10
11
9
8
7
1
3
2
Trade Classifications
1 Fashion
2 Food & Restaurants
3 Department Store
4 Vacant
5 Household
6 Leisure/Entertainment
7 Supermarket/Hypermarket
8 Services/Education
9 Beauty, Hair, Cosmetics,
Personal Care
17.9%
16.3%
14.4%
11.8%
11.2%
7.7%
5.7%
4.0%
3.8%
10 Books, Music, Art & Craft,
3.6%
Hobbies
11 Healthcare
1.9%
12 Sports Apparels & Equipment 1.4%
Total
100.0%
6
5
4
Trade Classifications
1 Fashion
2 Food & Restaurants
3 Household
4 Department Store
5 Beauty, Hair, Cosmetics,
Personal Care
6 Services/Education
7 Healthcare
8 Supermarket/Hypermarket
9 Books, Music, Art & Craft,
28.2%
25.4%
11.0%
7.3%
6.8%
6.3%
3.6%
3.3%
Hobbies
3.2%
2.6%
10 Leisure/Entertainment
11 Sports Apparels & Equipment 2.4%
Total 100.0%
well-staggered lease expiry profile
Causeway Point has a well-staggered lease maturity profile which is shown in the table below:
Causeway point lease Expiry profile (As at 30 September 2012)
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
Number of Leases
Expiries as % Gross Rental Income
Net Lettable Area (square feet)
Expiries as % Net Lettable Area
47
11.4%
42,379
11.5%
80
43.5%
153,535
41.8%
64
32.9%
99,455
27.1%
8
9.5%
39,246
10.7%
1
0.1%
377
0.1%
1
2.6%
32,102
8.7%
46
Frasers Centrepoint Trust
Northpoint
Year of Completion
1992
address
930 Yishun Avenue 2,
Singapore 769098
Connectivity
Yishun MRT Station and
bus interchange
Tenure
99 years leasehold
(expires in 2089)
net lettable area
234,781 sq ft
leases
180
area population
185,214
Carpark lots
236
appraised value
$570.0 million
profile snapshot
as at 30 September 2012
Northpoint, opened in 1992, is Singapore’s pioneer suburban retail mall. The mall is located in the central of the populous Yishun estate.
The mall offers 6 levels of shopping, including 2 basements. It is connected to the Yishun bus interchange and is also linked to the Yishun
MRT Station via a direct underground pedestrian underpass.
Northpoint is the second largest mall in FCT’s portfolio with an aggregate net lettable area of 234,781 square feet. The mall consistently
attracts high shopper flow from the surrounding residential estate, schools and commuter traffic. Shopper footfall in FY2012 was 40.8
million or an average of 3.4 million per month, one of the highest among suburban malls in Singapore.
Key tenants at Northpoint include Cold Storage, Harvey Norman, Kopitiam and Popular Bookstore. The mall also features a community
library and a 5,400 square feet rooftop wet and dry children’s playground.
northpoint Highlights
Financial Year ended 30 september
Gross Revenue ($’000)
Net Property Income ($’000)
Occupancy
Visitor Traffic (million)
FY2012
46,669
33,362
99.7%
40.8
FY2011
45,036
33,178
98.3%
38.2
Change
+3.6%
+0.6%
+1.4% point
+6.8%
Annual Report 2012
47
the Yishun Bus Interchange adjacent to Northpoint were evacuated
and demolished. This was likely to have contributed to the increased
footfall to Northpoint, in addition to the promotional and festive events
held in the mall during the year.
Healthy Trade and Tenancy Mix
As at 30 September 2012, Northpoint has a total of 180 running
leases, excluding vacancy. The top five tenants ranked by gross rental
income (“GRI”) were Kopitiam, Cold Storage Supermarket, Pertama
Merchandising, OCBC Bank and United Overseas Bank. These five
tenants contributed collectively, 19.5% (FY2011: 17.8%) of the mall’s
total gross rental income. The details of the top 10 tenants by GRI are
presented in chart below.
The top 5 trades by NLA were Food & Restaurants, Service/
Education, Fashion, Supermarket and Books, Music, Art & Craft,
Hobbies. The detail breakdown of the trade mix by trade and by
gross rental income is presented in charts below.
stable performance
Northpoint delivered stable performance in FY2012. Gross revenue
for the year was $46.7 million, up 3.6% and net property income
(“NPI”) was $33.4 million, up 0.6%. The mall enjoyed higher rental
revenue and higher receipt from car park income. Occupancy of the
mall also improved 1.4% point to 99.7% as at 30 September 2012.
Property expenses rose 12.2% on year to $13.3 million, on higher
property tax and maintenance expenses.
Healthy rental reversion of 14.1% for the year
The average rental reversion for the year under review was 14.1%
(FY2011: 7.3%), which was the highest among all the 5 malls in FCT’s
portfolio. A total of 76 leases with an aggregate net lettable area
(“NLA”) of 128,407 square feet, accounting for 54.4% of the mall’s
total NLA, were renewed during the year.
improved shopper traffic
The total shopper footfall in FY2012 was 40.8 million or an average
of about 3.4 million per month. This is 6.8% higher than the 38.2
million footfall registered in the prior year. Three blocks of 2-storey
HDB shops and dwelling units and two public car parks surrounding
Top 10 Tenants by Gross rental income (as at 30 September 2012)
Kopitiam Pte Ltd
Cold Storage 1
Pertama Merchandising
Oversea-Chinese Banking
United Overseas Bank
Soo Kee Jewellery 2
Aspial-Lee Hwa Jewellery 3
Popular Book Company
Malayan Banking Berhad
Suki Sushi Pte Ltd
2.4%
2.4%
2.2%
2.1%
2.1%
2.0%
1.9%
1.9%
6.5%
6.0%
1 Includes the leases for Cold
Storage supermarket and
Guardian Pharmacy and
7-Eleven
2 Includes the leases for
3
Soo Kee Jewellery and SK
Jewellery
Includes the leases for Lee
Hwa Jewellery, CITIGEMS
and Goldheart Jewellery
Trade Mix by net lettable area (as at 30 September 2012)
Trade Mix by Gross rental income (as at 30 September 2012)
10 1112
9
8
7
6
5
4
3
1
2
8 9 10 11
7
6
1
2
Trade Classifications
1 Food & Restaurants
2 Services/Education
3 Fashion
4 Supermarket/Hypermarket
5 Books, Music, Art & Craft,
Hobbies
6 Household
7 Beauty, Hair, Cosmetics,
28.0%
17.2%
16.5%
8.7%
6.7%
6.2%
Personal Care
5.7%
4.5%
8 Leisure/Entertainment
3.5%
9 Healthcare
10 Sports Apparels & Equipment 2.8%
0.3%
11 Vacant
0.0%
12 Department Store
Total 100.0%
5
4
3
Trade Classifications
1 Food & Restaurants
2 Fashion
3 Services/Education
4 Beauty, Hair, Cosmetics,
Personal Care
5 Healthcare
6 Household
7 Books, Music, Art & Craft,
31.2%
28.6%
12.1%
7.0%
4.9%
4.7%
Hobbies
4.0%
8 Supermarket/Hypermarket
3.0%
9 Sports Apparels & Equipment 2.6%
1.9%
10 Leisure/Entertainment
0.0%
11 Department Store
Total 100.0%
northpoint lease expiry profile
The lease maturity profile of Northpoint is shown in the table below:
northpoint lease Expiry profile (As at 30 September 2012)
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
Number of Leases
Expiries as % Gross Rental Income
Net Lettable Area (square feet)
Expiries as % Net Lettable Area
60
32.1%
59,011
25.1%
43
17.4%
37,661
16.0%
74
45.1%
130,040
55.3%
5
3.5%
4,954
2.1%
1
1.9%
3,662
1.6%
-
0.0%
-
0.0%
48
Frasers Centrepoint Trust
Bedok Point
Year of Completion
2010
address
799 New Upper Changi
Road,
Singapore 467351
Connectivity
Bedok MRT Station and bus
interchange
net lettable area
81,393 sq ft
leases
77
Tenure
99 years leasehold
(expires year 2077)
area population
294,519
Carpark lots
76
appraised value
$128.0 million
profile snapshot
as at 30 September 2012
Bedok Point is a 4-storey mall with 2 basement levels located in town centre of Bedok, which is one of the largest residential estates in
Singapore by population. The mall is well-served by the nearby Bedok MRT station and the Bedok bus interchange. The mall offers an
exciting array of restaurants, food outlets, entertainment, retail and service offerings that makes it an attractive destination for families,
students and PMEBs (Professionals, Managers, Executives and Businessmen) around the precinct. The shops and outlets at Bedok Point
include Paradise Inn, K Box, Challenger, Sushi-Tei, Beijing 101, Mind Stretcher, among others. Total shopper footfall to the mall in FY2012
was 8.0 million.
Bedok point Highlights
Financial Year ended 30 september
Gross Revenue ($’000)
Net Property Income ($’000)
Occupancy
Visitor Traffic (million)
FY2012
12,464
8,045
98.7%
8.0
FY2011
Change
269
157
98.3%
8.3#
n.m.
n.m.
+0.4% point
-6.4%
n.m.: not meaningful as Bedok Point was acquired on 23 September 2011.
# For the nine and a half months period between mid-December 2010 and September 2011.
Annual Report 2012
49
revenue and npi better than forecast
Healthy trade and tenancy mix
Bedok Point achieved revenue of $12.5 million and net property
income (“NPI”) of $8.0 million in FY2012. This performance is better
than the forecast provided in the Circular to Unitholders dated 24
August 2011 in connection with the acquisition of Bedok Point. The
actual revenue of $12.5 million was 6% better than the $11.8 million
in the forecast while the NPI of $8.0 million was 15% (based on
figures before rounding) better than the forecast of $7 million.
As at 30 September 2012, Bedok Point has a total of 77 running
leases, excluding vacancy. The top five tenants ranked by gross
rental income (“GRI”) were Paradise Group, K Box (Bedok Central)
Pte Ltd, Sushi-Tei Pte Ltd, Beijing 101 Hair Consultants Pte Ltd and
Mind Stretcher. These top five tenants contributed collectively, 21.7%
of the mall’s gross rental income. The details of the top 10 tenants by
GRI are presented in chart below.
The key reasons for the better revenue performance were better-
than-expected mall occupancy and higher income from car park
and short-term leasing. The better NPI was attributed to lower
maintenance charges and other property expenses.
The top 5 trades by NLA were food & restaurants; leisure/
entertainment; services/education; beauty/hair/cosmetics & personal
care; and household. The detail breakdown of the trade mix by trade
and by gross rental income is presented in charts below.
Bedok Pointhas no lease renewals in FY2012 as the current leases
are still in their first lease cycle.
shopper traffic
The total shopper footfall in FY2012 was 8.0 million, lower than the
8.3 million registered in the nine and a half months period between
mid-December 2010 and September 2011.
Top 10 Tenants by Gross rental income (as at 30 September 2012)
Paradise Group Holdings Pte Ltd
K Box (Bedok Central) Pte Ltd
Sushi-Tei Pte Ltd
Beijing 101 Hair Consultants Pte Ltd
Mind Stretcher Learning Centre Pte Ltd
Louisiana QSR Pte Ltd
L.A.I Singapore Pte Ltd
Pastamatrix International Pte Ltd
Sports Link Holdings Pte Ltd
Pro Trim (II) Hair Studio
6.3%
5.6%
4.0%
3.2%
2.6%
2.6%
2.6%
2.5%
2.3%
2.3%
Trade Mix by net lettable area (as at 30 September 2012)
Trade Mix by Gross rental income (as at 30 September 2012)
9
10 11 12
7 8
6
1
5
4
3
2
7 8 91011
6
5
4
3
2
Trade Classifications
1 Food & Restaurants
2 Leisure/Entertainment
3 Services/Education
4 Beauty, Hair, Cosmetics,
Personal Care
5 Household
6 Fashion
7 Books, Music, Art & Craft,
42.1%
12.9%
10.8%
10.4%
7.1%
6.9%
Hobbies
5.1%
8 Sports Apparels & Equipment 2.7%
1.3%
9 Vacant
0.6%
10 Healthcare
0.0%
11 Supermarket/Hypermarket
0.0%
12 Department Store
Total 100.0%
1
Trade Classifications
1 Food & Restaurants
2 Beauty, Hair, Cosmetics,
Personal Care
3 Fashion
4 Services/Education
5 Leisure/Entertainment
6 Books, Music, Art & Craft,
Hobbies
7 Household
8 Sports Apparels & Equipment
9 Healthcare
10 Department Store
11 Supermarket/Hypermarket
45.0%
14.3%
10.1%
9.8%
8.2%
5.3%
3.9%
2.3%
1.1%
0.0%
0.0%
Total 100.0%
well-staggered lease expiry profile
Bedok Point has a well-staggered lease maturity profile which is shown in the table below:
Bedok point lease Expiry profile (as at 30 September 2012)
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
Number of Leases
Expiries as % Gross Rental Income
Net Lettable Area (square feet)
Expiries as % Net Lettable Area
23
18.3%
8,234
10.3%
39
51.8%
41,186
51.3%
10
21.2%
20,924
26.1%
5
8.7%
9,962
12.4%
-
0.0%
-
0.0%
-
0.0%
-
0.0%
50
Frasers Centrepoint Trust
YewTee Point
Year of Completion
2008
address
21 Choa Chu Kang North 6,
Singapore 689578
Connectivity
Yew Tee MRT Station and
bus stop
Tenure
99 years leasehold
(expires in 2105)
net lettable area
73,602 sq ft
appraised value
$147.0 million
area population
173,291
leases
76
Carpark lots
83#
profile snapshot
as at 30 September 2012
YewTee Point is a 2-storey retail mall comprising one basement and one storey above ground. The mall is located in the town centre of
Yew Tee housing estate and is adjacent to Yew Tee MRT station.
YewTee Point’s key tenants include NTUC Fairprice, Koufu (food court), KFC, Burger King, among others. It draws shoppers from the
surrounding Yew Tee housing estate, school, military camps and the nearby industrial estate. Total shopper footfall to the mall in FY2012
was 11.5 million.
YewTee point Highlights
Financial Year ended 30 september
Gross Revenue ($’000)
Net Property Income ($’000)
Occupancy
Visitor Traffic (million)
FY2012
13,124
9,628
96.3%
11.5
FY2012
12,988
9,393
95.6%
11.4
Change
+1.0%
+2.5%
+0.7% point
+0.9%
# Part of limited common property for the exclusive benefit of YewTee Point
Annual Report 2012
51
revenue and npi remained stable
Trade and tenancy mix
YewTee Point revenue remained relatively stable at $13.1 million
compared to $13.0 million in the prior year. Net property income
(“NPI”) improved 2.5% year-on-year to $9.6 million on lower property
expense from write back of provisions and lower utilities charges, but
partly offset by higher repair and maintenance expenses compared
to the prior year.
rental reversion of 9.6% achieved for the year
YewTee Point achieved an average rental reversion of 9.6% in FY2012,
which is higher than the 7.0% achieved in the prior year. A total of 33
leases with an aggregate net lettable area (“NLA”) of 37,577 square
feet were renewed. The NLA renewed accounted for approximately
51.1% of the mall’s total NLA.
shopper traffic
The total shopper footfall in FY2012 was 11.5 million, slightly higher
than the 11.4 million registered in FY2011.
As at 30 September 2012, YewTee Point has a total of 77 running
leases, excluding vacancy. The top five tenants ranked by gross rental
income (“GRI”) were NTUC Fairprice supermarket, food court operator
Koufu, Watson’s Personal Care Stores Pte Ltd, KFC Singapore and
Burger King. These top five tenants contributed collectively, 37.4% of
the mall’s gross rental income. The details of the top 10 tenants by
GRI are presented in chart below.
The top 5 trades by NLA were food & restaurants; supermarket;
beauty/hair/cosmetics & personal care; services/education; and
healthcare. The detail breakdown of the trade mix by trade and by
gross rental income is presented in charts below.
Top 10 Tenants by Gross rental income (as at 30 September 2012)
NTUC Fairprice Co-operative Ltd
Koufu Pte Ltd
Watson’s Personal Care Stores Pte Ltd
KFC Singapore
Bon-Food Pte Ltd
Asia Pacific Food Pte Ltd
West Co’z Café Pte Ltd
Pastamatrix International Pte Ltd
XWS Pte Ltd
BreadTalk Pte Ltd
3.5%
3.5%
2.9%
2.8%
2.2%
2.1%
2.0%
2.0%
9.9%
17.6%
Trade Mix by net lettable area (as at 30 September 2012)
Trade Mix by Gross rental income (as at 30 September 2012)
8 9 1011
Trade Classifications
101112
9
8
1
7
6
5
4
3
2
Trade Classifications
1 Food & Restaurants
2 Supermarket/Hypermarket
3 Beauty, Hair, Cosmetics,
Personal Care
4 Service/Education
5 Healthcare
6 Fashion
7 Household
8 Vacant
9 Books, Music, Art & Craft,
37.3%
21.3%
10.6%
7.7%
6.1%
5.9%
4.8%
3.7%
Hobbies
2.7%
10 Sports Apparels & Equipment 0.0%
0.0%
11 Department Store
0.0%
12 Leisure/Entertainment
Total 100.0%
7
6
5
4
3
2
1
1 Food & Restaurants
2 Supermarket/Hypermarket
3 Beauty, Hair, Cosmetics,
Personal Care
4 Service/Education
5 Healthcare
6 Fashion
7 Household
8 Books, Music, Art & Craft,
39.2%
16.1%
13.0%
7.7%
7.7%
7.5%
5.4%
Hobbies
3.4%
9 Sports Apparels & Equipment 0.0%
0.0%
10 Department Store
0.0%
11 Leisure/Entertainment
Total
100.0%
well-staggered lease expiry profile
YewTee Point has a well-staggered lease maturity profile which is shown in the table below:
YewTee point lease Expiry profile (as at 30 September 2012)
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
Number of Leases
Expiries as % Gross Rental Income
Net Lettable Area (square feet)
Expiries as % Net Lettable Area
38
45.9%
31,149
43.9%
16
11.6%
7,330
10.3%
22
42.5%
32,420
45.7%
-
0.0%
-
0.0%
-
0.0%
-
0.0%
-
0.0%
-
0.0%
52
Frasers Centrepoint Trust
Anchorpoint
Year of Completion
1997
address
368 and 370 Alexandra
Road, Singapore 159952/3
Connectivity
Near Queenstown MRT
Station, bus stop and
shuttle bus service
Tenure
Freehold
net lettable area
71,610 sq ft
appraised value
$81.0 million
area population
98,500
leases
68
Carpark lots
128*
profile snapshot
as at 30 September 2012
Anchorpoint is a two-level mall that offers an exciting range of eateries and restaurants, retail shopping and boutique outlets. It is located
along Alexandra Road, opposite to the popular large home furnishing store IKEA. Anchorpoint is well-served by public bus services as well
as regular shuttle bus services between the mall and the nearby office buildings in Alexandra. The stores and restaurants at Anchorpoint
include Cold Storage, Koufu (food court), Japanese BBQ restaurant Gyu-Kaku as well as reputable retailers such as Charles & Keith and
Cotton On, among others. Total shopper footfall to the mall in FY2012 was 3.9 million.
anchorpoint Highlights
Financial Year ended 30 september
FY2012
FY2011
Change
Gross Revenue ($’000)
Net Property Income ($’000)
Occupancy
Visitor Traffic (million)
8,439
4,811
99.3%
3.9
8,028
4,413
98.6%
4.2
+5.1%
+9.0%
+0.7% point
-6.4%
* Located at Anchorpoint but are part of a common property of strata sub-divided mix-use development, which comprises
Anchorpoint and The Anchorage (a condominium), managed by the Management Corporation Strata Title Plan No. 2304.
Annual Report 2012
53
Good revenue and npi growth
Healthy trade and tenancy mix
Anchorpoint revenue grew 5.1% to $8.4 million and its net property
income (“NPI”) grew 9.0% to $4.8 million, compared to FY2011. The
growth was attributed to better rental income as the mall enjoyed full
occupancy for 3 quarters of the financial year. The mall was also able
to maintain its overall property expense despite higher revenue from
write back of provisions and lower utilities charges compared to the
prior year.
rental reversion of 9.0% achieved for the year
Anchorpoint achieved an average rental reversion of 9.0% in FY2012,
which is lower than the 11.6% achieved in the prior year. A total of 17
leases with an aggregate net lettable area (“NLA”) of 12,299 square
feet were renewed. The NLA renewed accounted for approximately
17% of the mall’s total NLA.
shopper traffic
The total shopper footfall in FY2012 was 3.9 million, lower than the
4.2 million registered in FY2011.
As at 30 September 2012, Anchorpoint has a total of 68 running
leases, excluding vacancy. The top five tenants ranked by gross rental
income (“GRI”) were Cold Storage Supermarket, Koufu Pte Ltd (food
court), Royal Culinary Pte Ltd (Japanese BBQ restaurant), XWS Pte
Ltd (Xin Wang Hong Kong Café) and Sarika Connoisseur Cafe Pte
Ltd (TCC the Coffee Connoisseur). These top five tenants contributed
collectively, 28.5% of the mall’s gross rental income. The details of the
top 10 tenants by GRI are presented in chart below.
The top 5 trades by NLA were food & restaurants; fashion;
supermarket; beauty/hair/cosmetics & personal care; and services/
education. The detail breakdown of the trade mix by trade and by
gross rental income is presented in charts below.
Top 10 Tenants by Gross rental income (as at 30 September 2012)
Cold Storage Singapore (1983) Pte Ltd 1
Koufu Pte Ltd
Royal Culinary Pte Ltd
XWS Pte Ltd
Sarika Connoisseur Cafe Pte Ltd
Cotton On Singapore Pte Ltd
G2000 Apparel (S) Pte Ltd.
Jack’s Place Restaurant (Singapore)
Watson’s Personal Care Stores Pte Ltd
Sakuraya Foods Pte Ltd
4.4%
4.1%
3.8%
3.7%
3.7%
3.3%
3.1%
2.3%
9.9%
6.3%
1 Includes the leases for Cold Storage
supermarket, Guardian Pharmacy and
7-Eleven
Trade Mix by net lettable area (as at 30 September 2012)
Trade Mix by Gross rental income (as at 30 September 2012)
101112
9
7 8
6
1
5
4
3
2
5
4
3
Trade Classifications
1 Food & Restaurants
2 Fashion
3 Supermarket/Hypermarket
4 Beauty, Hair, Cosmetics,
Personal Care
5 Service/Education
6 Household
7 Healthcare
8 Books, Music, Art & Craft,
Hobbies
9 Vacant
10 Sports Apparels & Equipment
11 Department Store
12 Leisure/Entertainment
40.2%
19.1%
15.1%
8.5%
8.3%
4.4%
2.2%
1.5%
0.7%
0.0%
0.0%
0.0%
Total
100.0%
7 8 9 10 11
6
1
2
Trade Classifications
1 Food & Restaurants
2 Fashion
3 Beauty, Hair, Cosmetics,
Personal Care
4 Supermarket/Hypermarket
5 Service/Education
6 Houseold
7 Healthcare
8 Books, Music, Art & Craft,
42.2%
21.0%
9.6%
9.0%
7.4%
5.5%
2.9%
Hobbies
2.4%
9 Sports Apparels & Equipment 0.0%
0.0%
10 Department Store
0.0%
11 Leisure/Entertainment
Total
100.0%
well-staggered lease expiry profile
Anchorpoint has a well-staggered lease maturity profile which is shown in the table below:
anchorpoint lease Expiry profile (as at 30 September 2012)
FY2013
FY2014
FY2015
FY2016
FY2017
FY2018
Number of Leases
Expiries as % Gross Rental Income
Net Lettable Area (square feet)
Expiries as % Net Lettable Area
27
32.1%
22,175
31.2%
25
34.2%
20,792
28.4%
13
24.4%
21,341
30.0%
2
5.0%
2,724
3.8%
1
4.4%
4,704
6.6%
-
0.0%
-
0.0%
54
Frasers Centrepoint Trust
Hektar Real Estate Investment Trust
From left to right: Subang Parade, Mahkota Parade, and Wetex Parade & Classic Hotel
As at 30 September 2012, FCT holds 31.17% of the units in Hektar Real Estate Investment Trust (“H-REIT”). H-REIT, an associate of FCT,
is a retail-focused REIT in Malaysia listed on the Main Market of Bursa Malaysia Securities Berhad. Its property portfolio comprises Subang
Parade in Selangor, Mahkota Parade in Melaka and Wetex Parade & Classic Hotel in Muar, Johor. On 2 October 2012, H-REIT completed
the acquisition of 2 Kedah malls in Kulim and Sungai Petani.
Hektar property profile (as at 30 September 2012)
subang parade
Mahkota parade
wetex parade & Classic Hotel
State
Title
NLA (Retail)
Tenancies
Occupancy
Visitor Traffic FY2011
Purchase Price (RM)
Valuation (RM)
FY2011 Gross Revenue (RM)
FY2011 Net Property Income (RM)
Source: Hektar REIT Annual Report 2011
Selangor
Freehold
494,541 sq ft
124
99.9%
8.0 million
280.0 million
385.5 million
44.4 million
28.2 million
Melaka
Leasehold
(expiring in 2101 )
461,067 sq ft
103
94.5%
8.2 million
232.0 million
307.0 million
37.1 million
21.5 million
Johor
Freehold
155,921 sq ft
98
98.6%
5.9 million
117.5 million
130.0 million
12.2 million
7.4 million
Annual Report 2012
55
Hektar rEiT’s Top 10 Tenants
The top ten tenants in the Hektar’s portfolio contributed approximately 26.4% of total monthly rental income.
Tenant
Trade sector
nla (sq ft)
% of total
1 Parkson
2 The Store
3 McDonald’s
4 The Reject Shop
5 Ampang Superbowl
6 World Of Sports
7 Kenny Rogers Roasters
8 K.F.C
9 Celebrity Fitness
10 Bata
Department Store
Department Store
Food & Beverage
Fashion & Footwear
Leisure & Entertainment
Fashion & Footwear
Food & Beverage
Food & Beverage
Food & Beverage
Fashion & Footwear
Top 10 Tenants (By Monthly Rental Income
Other Tenants
Total
1 Based on monthly rental income for December 2011
254,009
85,413
12,946
17,695
36,717
11,517
7,096
10,282
34,317
4,200
474,192
637,337
1,111,529
nla
22.9%
7.7%
1.2%
1.6%
3.3%
1.0%
0.6%
0.9%
3.1%
0.4%
42.7%
57.3%
100.0%
% monthly
rental income1
11.1%
3.1%
1.9%
1.7%
1.5%
1.5%
1.5%
1.4%
1.4%
1.3%
26.4%
73.6%
100.0%
Tenancy Mix (as at 30 september 2012)
The largest trade segment in Hektar’s portfolio tenancy mix is the department stores and supermarkets, which constitutes approximately
33.5% of total portfolio NLA. In terms of rental income, the largest segment remains fashion and footwear, which contributes approximately
30.3% of monthly rental income.
Trade Mix by net lettable area
Trade Mix by Gross rental income
9
8
1
7
6
5
4
2
3
Trade Classifications
1 Fashion & Footwear
2 Food & Beverages/Food
Court
3 Department Store/Super-
market
4 Gifts/Books /Toys/Specialty
5 Education/Services
6 Leisure & Entertainment,
Sports & Fitness
7 Electronics & IT
8 Housewares & Furnishing
9 Others
16.2%
15.6%
33.5%
6.7%
4.5%
12.4%
5.4%
3.9%
1.8%
Total
100.0%
11
10
9
8
7
6
5
4
1
3
2
Trade Classifications
1 Fashion & Footwear
2 Food & Beverages/Food
Court
3 Department Store/Super-
market
4 Gifts/Books/Toys/Specialty
5 Education/Services
6 Leisure & Entertainment,
Sports & Fitness
7 Electronics & IT
8 Housewares & Furnishing
9 Others
10 Fashion & Footwear
11 Food & Beverages/ Food
Court
Total
30.3%
21.8%
14.9%
9.3%
8.1%
5.1%
4.2%
2.8%
3.5%
30.3%
21.8%
100.0%
lease Expiry profile (as at 30 September 2012)
Number of leases expiring
NLA of expiring leases (sq ft)
Expires as % NLA
Expires as % Monthly Rental Income*
* Based on monthly rental income for December 2011
FY2012
FY2013
FY2014
FY2015
108
93
81
276,787
171,700
472,267
25%
24%
15%
26%
42%
36%
42
4,817
<1%
1%
CORPORATE
GOVERNANCE
Corporate Governance Report
Annual Report 2012
57
Introduction
Introduction
Frasers Centrepoint Trust (“FCTFCT”) is a real estate investment trust (“REITREIT”) listed on the Main Board of the Singapore
SGX-ST”). FCT is managed by Frasers Centrepoint Asset Management Ltd.
Exchange Securities Trading Limited (“SGX-ST
(“Manager
Manager”), which is a wholly-owned subsidiary of Frasers Centrepoint Limited (“FCLFCL”) and part of the group of
companies of Fraser and Neave, Limited (“F&NF&N”).
The Manager is committed to upholding high standards of corporate governance to preserve and enhance FCT’s asset
value so as to maximise the returns from investments, and ultimately the distributions and total return to unitholders
(“Unitholders
Unitholders”) of FCT.
SGX-ST”), FCT adheres closely to
Listed on the Mainboard of the Singapore Exchange Securities Trading Limited (“SGX-ST
the principles and guidelines of the Code of Corporate Governance 2005 (“Code 2005
Code 2005”) and other applicable laws,
rules and regulations, including the SGX-ST Listing Manual. The revised Code of Corporate Governance was issued by
Code 2012”). Although Code 2012 will only take effect for the
the Monetary Authority of Singapore on 2 May 2012 (“Code 2012
Company in respect of annual reports for the fi nancial year commencing 1 October 2013, FCT already complies with
many of its revised principles, and continues to keep pace with developments in corporate governance by enhancing its
practices and framework.
The Manager has general powers of management over the assets of FCT. The Manager’s main responsibility is to
manage FCT’s assets and liabilities for the benefi t of Unitholders. It ensures that the business of FCT is carried on
and conducted in a proper and effi cient manner. The Manager also ensures that applicable laws and regulations such
as the listing rules of the SGX-ST, the Code of Collective Investment Schemes (“CISCIS”) (containing the Property Funds
Guidelines) and the Securities and Futures Act (“SFASFA”), are complied with. It also supervises the property manager in
its day-to-day management of the malls of FCT, namely, Anchorpoint, Causeway Point, Northpoint, YewTee Point and
Bedok Point, pursuant to property management agreements entered into for each mall.
The primary role of the Manager is to set the strategic direction for FCT. This includes making recommendations to the
Trustee on acquisitions, divestments and enhancement of assets.
As required under the licensing regime for REIT managers, the Manager holds a Capital Markets Services licence (“CMS
CMS
Licence”) issued by the Monetary Authority of Singapore (“MASMAS”) to carry out REIT management activities.
Licence
This Report gives an account of the Manager’s corporate governance framework and practices in compliance with the
Code 2005. As FCT is a listed REIT, not all principles of the Code may be applicable to FCT and the Manager. Any
deviations from the Code are explained.
Board Matters
Board Matters
Principle 1: Board’s Conduct of its Affairs
Principle 1: Board’s Conduct of its Affairs
Every company should be headed by an effective Board to lead and control the company. The Board is
collectively responsible for the success of the company. The Board works with Management to achieve
this and the Management remains accountable to the Board.
The composition of the Board of Directors of the Manager (“Board
Board”) as at 30 September 2012 is as follows:
Mr Philip Eng Heng Nee
Dr Chew Tuan Chiong
Mr Anthony Cheong Fook Seng
Mr Chia Khong Shoong
Mr Bobby Chin Yoke Choong
Mr Lim Ee Seng
Mr Soh Kim Soon
Mr Christopher Tang Kok Kai
Chairman, Non-Executive (Independent)
Chief Executive Offi cer (Non-independent)
Non-Executive (Non-independent)
Non-Executive (Non-independent)
Non-Executive (Independent)
Non-Executive (Non-independent)
Non-Executive (Independent)
Non-Executive (Non-independent)
The Board oversees the business affairs of FCT and the Manager, providing oversight, strategic direction and
entrepreneurial leadership, and sets strategic aims and directions of the Manager. It works closely with Management,
and has oversight of and reviews Management’s performance. The Board sets the values and standards of corporate
governance for the Manager and FCT, with the ultimate aim of safeguarding and enhancing Unitholder value and
achieving sustainable growth for FCT. None of the Directors has entered into any service contract directly with FCT.
58 Frasers Centrepoint Trust
Corporate Governance Report
Management provides the Board with complete, timely and adequate information to keep the Directors updated on the
operational and fi nancial performance of FCT.
As part of the Manager’s internal controls, the Board has established a Manual of Authority. This sets out the requisite
levels of authorisation required for particular types of transactions to be carried out, and specifi es whether Board
approval needs to be sought. The matters reserved to the Board for approval include approval of annual budgets,
fi nancial plans, fi nancial statements, business strategy and material transactions of FCT, namely, major acquisitions,
divestments, funding and investment proposals, and appointment of key executives. To assist the Board to effectively
discharge its oversight and functions, appropriate delegations of authority to Management have been effected to
enhance operational effi ciency. To assist the Board in its corporate governance and risk management responsibilities,
the Audit Committee was established.
Upon joining the Board, new Directors undergo an induction and/or orientation programme to provide them with
information on FCT’s business, strategic directions, governance practices, policies and business activities, including
major new projects. New Independent Directors who join the Board are issued a formal letter of appointment setting out
relevant Directors’ duties and obligations, so as to acquaint them with their responsibilities as Directors of the Manager.
The Manager sees to it that the Board is regularly updated on new developments in laws and regulations or changes
in regulatory requirements and fi nancial reporting standards which are relevant to or may affect the Manager or FCT. In
April 2012, July 2012, and September 2012, briefi ngs, presentations were conducted on the proposed changes to the
Code being promulgated by MAS, directors’ duties in respect of company’s fi nancial statements, enhanced provisions
under the SGX-ST Listing Manual to strengthen corporate governance, and the Personal Data Protection Act which
Parliament passed in October 2012. In addition, the Manager encourages Directors to be members of the Singapore
Institute of Directors (“SIDSID”), and for them to attend training courses from SID and receive journal updates, so as to stay
abreast of changes to the fi nancial, legal and regulatory requirements, and the business environment.
The Board meets regularly, at least once every quarter, to review the key activities, performance, business strategies
and signifi cant operational and/or management matters pertaining to the Manager and/or FCT. In the event Directors
are unable to attend Board meetings physically, the Manager’s Articles of Association allows for such meetings to be
conducted via telephone, video conference or any other form of electronic or instantaneous communication.
The number of Board and Audit Committee meetings held during the year ended 30 September 2012 and the
attendance of Directors at these meetings, are disclosed below:
Board Meetings
Board Meetings
Audit Committee Meetings
Audit Committee Meetings
Meetings held for fi nancial year ended
Meetings held for fi nancial year ended
30 September 2012
30 September 2012
Mr Philip Eng Heng Nee
Dr Chew Tuan Chiong
Mr Anthony Cheong Fook Seng
Mr Chia Khong Shoong
Mr Bobby Chin Yoke Choong
Mr Lim Ee Seng
Mr Soh Kim Soon
Mr Christopher Tang Kok Kai
Principle 2: Board Composition and Guidance
Principle 2: Board Composition and Guidance
4
4/4
4/4
4/4
4/4
4/4
4/4
4/4
4/4
4
NA
NA
4/4
NA
4/4
NA
4/4
NA
There should be a strong and independent element on the Board, which is able to exercise objective
judgment on corporate affairs independently, in particular, from Management. No individual or small
group of individuals should be allowed to dominate the Board’s decision making.
The Board comprises eight members, of which three are independent non-executive Directors. The Board has
considered the independence of Mr Bobby Chin Yoke Choong, who is also an independent director of Oversea-Chinese
Banking Corporation (“OCBCOCBC”). Until 14 August 2012, OCBC was a substantial shareholder1 of F&N, with which the
F&N group of companies had a business relationship, under normal commercial terms. The Board was satisfi ed that Mr
Chin could be considered independent. The Board is satisfi ed that there is a strong and independent element on the
Board.
Note:
Note:
(1)
A substantial shareholder of F&N is one which has 5 per cent or more interest in the voting shares of F&N. OCBC ceased to be
a substantial shareholder of F&N on 14 August 2012.
Corporate Governance Report
Annual Report 2012
59
The size of the Board is appropriate and adequate, having regard to the scope and nature of the Manager’s and FCT’s
business and operations. The Board members have core competencies and expertise and experience in various fi elds
ranging from accounting and fi nance, to business management. Coupled with relevant industry knowledge and strategic
planning experience of the Board members, the Board is well-placed to drive FCT’s continuous growth and success
and deliver sustainable Unitholder value. Management is able to benefi t from the diverse and objective perspectives of
the Board members on issues that are brought before the Board, with a healthy exchange of ideas and views between
the Board and Management, to help shape the strategic process. Directors of the Manager are not subject to periodic
retirement by rotation. The Board reviews its composition to ensure the appropriate size and diversity of skills, expertise
and experience.
Principle 3: Chairman and Chief Executive Offi cer
Principle 3: Chairman and Chief Executive Offi cer
There should be a clear division of responsibilities at the top of the company – the working of the Board
and the executive responsibility of the company’s business – which will ensure a balance of power and
authority, such that no one individual represents a considerable concentration of power.
The positions of Chairman and Chief Executive Offi cer are held by separate persons. This is so that an appropriate
balance of power and authority, with clear divisions of responsibilities and accountability, can be attained. Such
separation of roles between the Chairman and the Chief Executive Offi cer promotes robust deliberations by the Board
and Management on the business activities of FCT. The Chairman and Chief Executive Offi cer are not related to each
other, nor is there any other business relationship between them.
The Chairman, who is non-executive and independent, leads and ensures the effectiveness of the Board. Through the
Chairman’s continuing leadership of the Board, constructive discussions among the Board members as well as between
the Board and Management, and effective contribution by the Directors, are promoted. High standards of corporate
governance are upheld as a result.
The Chief Executive Offi cer has full executive responsibilities over the business direction and operations of the Manager.
Principle 4: Board Membership
Principle 4: Board Membership
There should be a formal and transparent process for the appointment of new directors to the Board.
The Board does not consider it necessary to establish a nominating committee. In respect of the search and nomination
process for new directors, the Board identifi es the relevant and/or desirable skills and experience, and engages search
companies as well as networking contacts to identify and shortlist candidates, to spread its reach for the best person
for the role.
Principle 5: Board Performance
Principle 5: Board Performance
There should be formal assessment of the effectiveness of the Board as a whole and the contribution by
each director to the effectiveness of the Board.
The Board uses objective performance criteria to assess the effectiveness of the Board as a whole and the contribution
of each Director to the effectiveness of the Board. The Board has engaged an independent external consultant to
facilitate and administer the evaluation process to enhance the quality and objectivity of the evaluation. Save for the
above engagement, the external consultant does not have any other connection with the Manager.
All Directors are required to assess the performance of the Board and the Board Committee. The assessment covers
areas such as Board composition, Board processes, managing the Manager’s performance, Board Committee
effectiveness and any specifi c areas where improvements may be made.
The assessment entails the external consultant conducting interviews with the Directors. Feedback and comments
received are then collated and analysed. The fi ndings of the performance evaluation (including the feedback and
comments from the Directors) are then reviewed by the Board, with a view to continuing improvements.
60 Frasers Centrepoint Trust
Corporate Governance Report
Principle 6: Access to Information
Principle 6: Access to Information
In order to fulfi ll their responsibilities, Board members should be provided with complete, adequate and
timely information prior to Board meetings and on an on-going basis.
On an on-going basis, and prior to Board meetings, adequate and timely information is given by Management to Board
members, who have separate and independent access to Management and the Company Secretary. The Company
Secretary is a non-executive Director and a member of the Audit Committee. Under the direction of the Chairman, the
Company Secretary ensures that Board procedures, and applicable rules and regulations are complied with. He attends
all Board meetings and acts as a channel of communication for information fl ow and dissemination to and within the
Board, as well as between senior Management and non-executive Directors.
The annual calendar of Board activities is scheduled in advance. Board papers are dispatched to Directors about a
week before scheduled meetings so that Directors have suffi cient time to review and consider matters being tabled and
discussed at the meetings. Senior Executives are requested to attend the Board meetings to provide additional insights
into matters being discussed and to respond to any queries from Directors.
The Directors, either individually or as a group, may seek and obtain independent professional advice, where necessary,
in the furtherance of their duties and at the Manager’s expense.
Remuneration Matters
Remuneration Matters
Principle 7: Remuneration Matters
Principle 7: Remuneration Matters
There should be a formal and transparent procedure for developing policy on executive remuneration and
for fi xing the remuneration packages of individual directors. No director should be involved in deciding
his own remuneration.
Principle 8: Level and Mix of Remuneration
Principle 8: Level and Mix of Remuneration
The level of remuneration should be appropriate to attract, retain and motivate the directors needed
to run the company successfully but companies should avoid paying more than is necessary for this
purpose. A signifi cant proportion of executive directors’ remuneration should be structured so as to link
rewards to corporate and individual performance.
Principle 9: Disclosure on Remuneration
Principle 9: Disclosure on Remuneration
Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration,
and the procedure for setting remuneration in the company’s annual report. It should provide disclosure
in relation to its remuneration policies to enable investors to understand the link between remuneration
paid to directors and key executives, and performance.
FCT, as a REIT, is managed by the Manager which has experienced and well-qualifi ed management personnel to
manage the operational matters of the Manager and FCT. The remuneration of the staff of the Manager and Directors’
fees are paid by the Manager from the fees it receives from FCT, and not by FCT.
The Manager adopts the remuneration policies and practices of F&N, which has a Remuneration & Staff Establishment
Committee (“RSECRSEC”) that oversees the remuneration and development of key executives. The RSEC ensures that a
formal and transparent procedure is in place for developing policies on executive remuneration and for determining
remuneration packages and service terms of individual Directors and senior Management. The RSEC also reviews on
an annual basis, the level and mix of remuneration and benefi ts policies and practices including the long-term incentive
schemes. It also reviews and approves the frame work for salary reviews, performance bonuses and incentives for
senior Management taking into consideration the achievements of FCT and the Manager, and the performance of
individual employees. Remuneration of the Directors and offi cers of the Manager are not paid out of the trust property of
FCT, but are directly paid by the Manager from the fees it receives.
The Directors’ fees for the fi nancial year ended 30 September 2012 is shown in the table on page 61. The Chief
Executive Offi cer does not receive Director’s fees. In determining the quantum of such fees, factors such as frequency
of meetings, time spent and responsibilities of Directors are taken into account.
Corporate Governance Report
Annual Report 2012
61
Board Members
Board Members
Directors’ Fees
Directors’ Fees
Mr Philip Eng Heng Nee (Chairman)
Dr Chew Tuan Chiong
Mr Anthony Cheong Fook Seng1 (Member, Audit Committee)
Mr Chia Khong Shoong2
Mr Bobby Chin Yoke Choong (Member, Audit Committee)
Mr Lim Ee Seng2
Mr Soh Kim Soon (Member, Audit Committee)
Mr Christopher Tang Kok Kai2
(1)
Director’s fees are paid to Fraser & Neave (S) Pte Ltd
(2)
Director’s fees are paid to FCL Management Services Pte Ltd
Accountability and Audit
Accountability and Audit
Principle 10: Accountability and Audit
Principle 10: Accountability and Audit
$74,000
–
$45,000
$35,000
$54,000
$35,000
$49,000
$35,000
The Board should present a balanced and understandable assessment of the company’s performance,
position and prospects.
The Board, with the support of Management, is responsible for providing a balanced and understandable assessment
of FCT’s performance, position and prospects, on a quarterly basis. Quarterly and annual fi nancial statements and other
material information are disseminated to Unitholders through announcements to the SGX-ST, and, where applicable,
press releases. Financial statements of FCT are prepared in accordance with the Singapore Financial Reporting
Standards prescribed by the Accounting Standards Council.
Principle 11: Audit Committee
Principle 11: Audit Committee
The Board should establish an Audit Committee with written terms of reference which clearly set out its
authority and duties.
The Audit Committee comprises three Non-executive Directors, two of whom including the Chairman, are independent:
Mr Bobby Chin Yoke Choong
Mr Anthony Cheong Fook Seng
Mr Soh Kim Soon
Chairman
Member
Member
Members of the Audit Committee are appropriately qualifi ed to discharge their responsibilities, possessing the requisite
accounting and fi nancial management expertise and experience.
The Audit Committee is governed by written terms of reference, with explicit authority to investigate any matter within its
terms of reference. It has full access to, and the co-operation of Management, and full discretion to invite any Director
or executive offi cer to attend its meetings. It has reasonable resources to enable it to discharge its functions effectively.
The Audit Committee’s responsibilities include:
reviewing the effectiveness of the Manager’s internal control processes including fi nancial, compliance and risk
management controls/framework, reviewing the results of audit fi ndings, and directing prompt remedial action by
Management;
reviewing the fi nancial statements and the audit report for recommendation to the Board for approval;
monitoring Management’s compliance with applicable rules and legislation, such as the listing rules of the SGX-
ST, the CIS and the SFA;
reviewing with the external auditors, the audit plans, audit reports and their evaluation of the system of internal
controls;
reviewing the appointment and re-appointment of the external auditors and their fees and recommending the
same to the Board for approval, as well as reviewing the adequacy of external audits in respect of cost, scope
and performance;
62 Frasers Centrepoint Trust
Corporate Governance Report
reviewing the independence and objectivity of the external auditors, taking into consideration the non-audit
services provided by the external auditors. For FY2012, an aggregate amount in fees, comprising audit fees of
$85,000 and non-audit fees of $58,420 was paid/payable to FCT’s external auditors;
reviewing the adequacy and effectiveness of the internal audit function, including its resources, audit plans and
the scope and effectiveness of the internal audit procedures; and
reviewing Interested Person/Party Transactions to ascertain compliance with internal procedures and provisions
of applicable laws and regulations;
In discharging its duties, the Audit Committee met with the internal and external auditors and reviewed both their audit
plans and reports, and the assistance given by the Manager to the auditors.
The Audit Committee is satisfi ed with the independence and objectivity of the external auditors and has recommended
to the Board the nomination of the external auditors for re-appointment. The Audit Committee, has reviewed the
nature and extent of non-audit services provided by the external auditors, and is satisfi ed that they do not affect the
independence and objectivity of the external auditors.
The Manager, on behalf of FCT, confi rms that FCT has complied with Rule 712 and Rule 715 of the Listing Manual in
relation to its auditing fi rm.
Whistle-Blowing Policy
Whistle-Blowing Policy
A Whistle-Blowing Policy is in place to provide an avenue through which employees may report or communicate, in
good faith and in confi dence, any concerns relating to fi nancial and other matters, so that independent investigation of
such matters can be conducted and appropriate follow-up action taken.
Principle 12: Internal Controls
Principle 12: Internal Controls
The Board should ensure that the Management maintains a sound system of internal controls to
safeguard the Unitholders’ investments and the company’s assets.
The Manager has established a system of internal controls comprising procedures and processes to safeguard FCT’s
assets, Unitholders’ interests as well as to manage risks. The Audit Committee reviews and reports to the Board on
the adequacy of the system of controls, including fi nancial, operational and compliance controls, and risk management
policies and systems established by Management.
The Audit Committee reviews the risk profi les of FCT and the Manager, and guides Management to ensure that robust
risk management and internal controls are in place. Effective risk management is fundamental to FCT’s business
strategy. Key risks, control measures and management actions are continually identifi ed, reviewed and monitored by
Management as part of the Manager’s enterprise-wide risk management framework. Financial and operational key risk
indicators are in place to track key risk exposures.
In addition, each transaction is comprehensively analysed to understand the risks involved before it is undertaken. In
assessing business risks, the Board considers the economic environment and risks pertaining to the relevant industry. It
reviews management reports and feasibility studies on major transactions prior to their approval.
Using a comfort matrix of key risks, the material operational, fi nancial and compliance risks of the FCT Group have
been documented and presented against strategies, policies, people, processes, systems, mechanism and reporting
processes that have been put in place.
Based on internal controls and risk management framework established and maintained by the Manager, work
performed by internal and external auditors and reviews performed by Management and the Audit Committee, the
Board, with the concurrence of the Audit Committee, is of the opinion that the Manager’s internal controls were
adequate as at 30 September 2012 to address fi nancial, operational and compliance risks, which the Manager
considers relevant and material to its operations.
The Board notes that the system of internal controls and risk management provides reasonable, but not absolute,
assurance that the Manager will not be adversely affected by any event that could be reasonably foreseen as it works to
achieve its business objectives.
In this regard, the Board also notes that no system of internal controls and risk management can provide absolute
assurance against the occurrence of material errors, poor judgment in decision making, human error, losses, fraud or
other irregularities.
An outline of the Manager’s enterprise-wide risk management framework and progress report is set out on page 42.
Corporate Governance Report
Annual Report 2012
63
Principle 13: Internal Audit
Principle 13: Internal Audit
The company should establish an internal audit function that is independent of the activities it audits.
The internal audit function of the Manager is supported by F&N’s Internal Audit Department. It conducts objective and
independent assessments of the adequacy and quality of the Manager’s system of internal controls. It is independent of
the activities it audits. The internal auditor’s primary line of reporting is to the Chairman of the Audit Committee.
The Head of Internal Audit is a certifi ed public accountant. The F&N Internal Audit has adopted and complied with the
Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.
The Audit Committee is satisfi ed that the Internal Audit function is adequately resourced, and has appropriate standing
within FCT and the Manager.
Communication with Shareholders
Communication with Shareholders
Principle 14: Communication with Shareholders
Principle 14: Communication with Shareholders
Companies should engage in regular, effective and fair communication with Unitholders.
The Manager strives to uphold high standards of disclosure and corporate transparency. It aims to provide timely,
effective and fair information relating to the FCT’s performance and its developments to its Unitholders and the
investment community through announcements to the SGX-ST and on FCT’s website, to enable them to make
informed investment decisions. The Manager has a dedicated investor relations manager (“IR manager
IR manager”) to facilitate
communication between FCT, its Unitholders and the investment community.
The Manager meets and communicates regularly with Unitholders and the investment community to keep them
apprised of FCT’s corporate developments and fi nancial performance. During the year, the senior Management and the
IR manager, met or spoke with 282 investors at investment conferences, non-deal road shows as well as one-on-one
and group meetings. The Manager also conducts post-result briefi ngs for analysts and the media, following the release
of its half year and full year results. For its fi rst quarter and third quarter results, this is done by conference calls. The
Manager makes available all its briefi ng materials, its fi nancial information, its annual reports and all announcements to
the SGX-ST on its website at www.fct.sg, with contact details for investors to channel their comments and queries.
Principle 15: Companies should engage greater unitholder participation at AGMs, and allow Unitholders the
Principle 15:
opportunity to communicate their views on various matters affecting the company.
All Unitholders are sent a copy of the Annual Report. In compliance with the Property Funds Guidelines, an Annual
General Meeting (“AGMAGM”) was held during the year. The Board supports and encourages active unitholder participation
at AGMs. It believes that AGMs serve as an opportune forum for Unitholders to meet the Board and senior
Management, and to interact with them. A Unitholder is allowed to appoint one or two proxies to attend and vote
at the general meetings on his/her behalf. Board members and appropriate senior Management are present at each
Unitholders’ meeting to respond to any questions from Unitholders. The external auditors are also present to address
queries about the conduct of audit and the preparation and content of the auditors’ report.
For greater transparency, the Manager has implemented electronic poll voting at its AGMs, whereby Unitholders are
invited to vote on relevant resolutions by way of poll (instead of by show of hands), using hand held electronic devices.
This allows all Unitholders present or represented at the meeting to vote on a one vote per Unit basis. The voting results
of all votes cast for, or against, of each resolution are displayed at the meeting and announced to the SGX-ST after the
meeting. The Manager will continue to use the electronic poll voting system at the forthcoming AGM.
Dealings in Units
Dealings in Units
The Manager has adopted a dealing policy (“Dealing Policy
Dealing Policy”) on securities trading which provides guidance with regard
to dealings in FCT units by its Directors, offi cers and employees. Directors, offi cers and employees are prohibited from
dealing in FCT units:
in line with the Listing Rule 1207(19)(c) on Dealings in Securities, two weeks before the date of announcement of
quarterly fi nancial statements and one month before the date of announcement of full-year results (“Prohibition
Prohibition
Period”); and
Period
at any time while in possession of unpublished material or price sensitive information.
64 Frasers Centrepoint Trust
Corporate Governance Report
Directors, offi cers and employees are also directed to refrain from dealing in FCT units on short-term considerations.
Prior to the commencement of the Prohibition Period, Directors, offi cers and employees will be reminded not to
trade during this period or whenever they are in possession of unpublished price sensitive information. Outside of the
Prohibition Period, any trades must be reported to the Board within 48 hours. Every quarter, each Director, offi cer or
employee is required to complete and submit a declaration form to the Compliance Offi cer to report any trades he/
she made in FCT units in the previous quarter and confi rm that no trades were made during the Prohibition Period. A
quarterly report will be provided to the Audit Committee. Any non-compliance with the Dealing Policy will be reported to
Audit Committee for its review and instructions.
In compliance with the Dealing Policy in relation to the Manager, prior approval from the Board is required before the
Manager deals or trades in FCT units. The Manager has undertaken that it will not deal in FCT units:
a)
during the period commencing one month before the public announcement of FCT’s full-year results and (where
applicable) property valuations and two weeks before the public announcement of FCT’s quarterly results; or
b) whenever it is in possession of unpublished material price sensitive information.
The Manager has also given an undertaking to the MAS that it will announce to the SGX-ST the particulars of its
holdings in FCT units and any changes thereto within two business days after the date on which it acquires or disposes
of any FCT units, as the case may be.
Confl icts of Interest
Confl icts of Interest
The Manager has put in place procedures to address potential confl icts of interest (including in relation to Directors,
offi cers and employees) which may arise in managing FCT. These include the following:
The Manager is to be dedicated to managing FCT and will not directly or indirectly manage other REITs.
All executive offi cers of the Manager will be employed by the Manager.
All resolutions in writing of the Directors in relation to matters concerning FCT must be approved by a majority of
the Directors, including at least one Independent Director.
At least one-third of the Board shall comprise Independent Directors.
On matters where FCL and/or its subsidiaries have an interest (directly or indirectly), Directors nominated by
them shall abstain from voting. In such matters, the quorum must comprise a majority of independent Directors
and must exclude nominee Directors of FCL and/or its subsidiaries.
An interested Director is required to disclose his interest in any proposed transaction with FCT and is required to
abstain from voting on resolutions approving the transaction.
Additionally, the Trustee was granted a right of fi rst refusal by FCL over completed income-producing properties located
in Singapore predominantly used for retail purposes, which satisfy certain criteria. This period for which the right of fi rst
refusal was granted ended on 5 July 2012.
Related Party Transactions
Related Party Transactions
The Manager has established internal control procedures to ensure that all related party transactions (“Related Party
Related Party
Transactions”) are undertaken on normal commercial terms, and will not be prejudicial to the interests of FCT and the
Transactions
Unitholders. This may entail obtaining (where practicable) quotations from parties unrelated to the Manager, or obtaining
one or more valuations from independent professional valuers (in accordance with the Property Funds Guidelines).
All Related Party Transactions are entered in a register maintained by the Manager, including any quotations from
unrelated parties and independent valuations supporting the bases on which such transactions are entered into. The
Manager incorporates into its internal audit plan a review of the Related Party Transactions recorded in the register
to ascertain that internal procedures and requirements of the Listing Manual and Property Funds Guidelines have
been complied with. The Audit Committee reviews the internal audit reports at least twice a year to ascertain that the
guidelines and procedures established to monitor Related Party Transactions have been complied with. In addition,
the Trustee also has the right to review any such relevant internal audit reports to ascertain that the Property Fund
Guidelines have been complied with.
Corporate Governance Report
Annual Report 2012
65
In respect of transactions entered into or to be entered into by the Trustee for and on behalf of FCT with a related
party of the Manager (which would include relevant Associates (as defi ned in the Listing Manual) thereof) or FCT, the
Trustee is required to satisfy itself that such transactions are conducted on normal commercial terms, are not prejudicial
to the interests of FCT and the Unitholders, and in accordance with all applicable requirements of the Property Funds
Guidelines and/or the Listing Manual. The Trustee has the ultimate discretion under the Trust Deed entered into between
the Trustee and the Manager constituting FCT to decide whether or not to enter into such a transaction involving a
related party of the Manager or FCT.
Role of the Audit Committee for Related Party Transactions
Role of the Audit Committee for Related Party Transactions
The Audit Committee reviews Related Party Transactions periodically to ensure compliance with the internal control
procedures and the relevant provisions of the Listing Manual and Property Funds Guidelines. Any member who has
an interest in a transaction shall abstain from participating in the review and approval processes in relation to that
transaction.
FINANCIALS
Annual Report 2012
67
Report of The Trustee
Trustee”) is under a duty to take into custody and hold the
HSBC Institutional Trust Services (Singapore) Limited (the “Trustee
Trust”) and its subsidiary (collectively, the “GroupGroup”) in trust for the holders
assets of Frasers Centrepoint Trust (the “Trust
(“Unitholders
Unitholders”) of units in the Trust (the “UnitsUnits”). In accordance with the Securities and Futures Act, Chapter 289,
of Singapore, its subsidiary legislation, the Code on Collective Investment Schemes, the Trustee shall monitor the
Manager”) for compliance with the limitations imposed
activities of Frasers Centrepoint Asset Management Ltd. (the “Manager
on the investment and borrowing powers as set out in the trust deed dated 5 June 2006 (as amended and restated)
(the “Trust Deed
Trust Deed”) between the Manager and the Trustee in each annual accounting period and report thereon to
Unitholders in an annual report.
To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Trust during the period
covered by these fi nancial statements set out on pages 70 to 108 in accordance with the limitations imposed on the
investment and borrowing powers set out in the Trust Deed.
For and on behalf of the Trustee,
HSBC Institutional Trust Services (Singapore) Limited
HSBC Institutional Trust Services (Singapore) Limited
Antony Wade Lewis
Antony Wade Lewis
Director
Singapore
Singapore
15 November 2012
68 Frasers Centrepoint Trust
Statement By The Manager
In the opinion of the directors of Frasers Centrepoint Asset Management Ltd., the accompanying fi nancial statements
set out on pages 70 to 108, comprising the Balance Sheets and Portfolio Statements as at 30 September 2012, the
Statements of Total Return, Distribution Statements, Statements of Movements in Unitholders’ Funds and Cash Flow
Statement for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes are
drawn up so as to present fairly, in all material respects, the fi nancial positions of the Group and the Trust as at 30
September 2012, the total return, distributable income, movements in Unitholders’ funds of the Group and of the Trust
and cash fl ow of the Group for the year ended on that date in accordance with the recommendations of Statement of
Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Certifi ed Public
Accountants of Singapore and the provisions of the Trust Deed. At the date of this statement, there are reasonable
grounds to believe that the Group and the Trust will be able to meet their fi nancial obligations as and when they
materialise.
For and on behalf of the Manager,
Frasers Centrepoint Asset Management Ltd.
Frasers Centrepoint Asset Management Ltd.
Mr Philip Eng Heng Nee
Mr Philip Eng Heng Nee
Director
Singapore
Singapore
15 November 2012
Dr Chew Tuan Chiong
Dr Chew Tuan Chiong
Director and Chief Executive Offi cer
Independent Auditor’s Report To The Unitholders
of Frasers Centrepoint Trust
Annual Report 2012
69
Constituted in The Republic of Singapore Pursuant to a Trust Deed Dated 5 June 2006
(as Amended and Restated)
We have audited the accompanying fi nancial statements of Frasers Centrepoint Trust (the “Trust
Trust”) and its subsidiary
(collectively, the “GroupGroup”), which comprise the Balance Sheets and Portfolio Statements of the Group and the Trust
as at 30 September 2012, the Statements of Total Return, Distribution Statements, Statements of Movements in
Unitholders’ Funds of the Group and the Trust and Cash Flow Statement of the Group for the year then ended, and a
summary of signifi cant accounting policies and other explanatory notes, as set out on pages 70 to 108.
Manager’s Responsibility for the Financial Statements
Manager’s Responsibility for the Financial Statements
The Manager of the Trust is responsible for the preparation and fair presentation of these fi nancial statements in
accordance with the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework
for Unit Trusts” issued by the Institute of Certifi ed Public Accountants of Singapore. This responsibility includes:
designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s Responsibility
Auditor’s Responsibility
Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in
accordance with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risk of
material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of accounting estimates made by the Manager of the Trust, as well as
evaluating the overall presentation of the fi nancial statements.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit
opinion.
Opinion
Opinion
In our opinion, the fi nancial statements present fairly, in all material respects, the fi nancial positions of the Group
and of the Trust as at 30 September 2012, the total return, distributable income, movements in Unitholders’ funds
of the Group and of the Trust and cash fl ow of the Group for the year ended on that date in accordance with the
recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued
by the Institute of Certifi ed Public Accountants of Singapore.
ERNST & YOUNG LLP
ERNST & YOUNG LLP
Public Accountants and
Certifi ed Public Accountants
Singapore
15 November 2012
70 Frasers Centrepoint Trust
Balance Sheets
As at 30 September 2012
Non-current assets
Non-current assets
Investment properties
Fixed assets
Investment in subsidiary
Investment in associate
Current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Total assets
Current liabilities
Current liabilities
Trade and other payables
Current portion of security deposits
Deferred income
Interest-bearing borrowings
Non-current liabilities
Non-current liabilities
Interest-bearing borrowings
Non-current portion of security deposits
Deferred income
Total liabilities
Total liabilities
Net assets
Net assets
Represented by:-
Unitholders’ funds
Translation reserve
Unitholders’ funds and reserve
Unitholders’ funds and reserve
Units in issue (’000)
Units in issue (’000)
Net asset value per Unit
Net asset value per Unit
*
Denotes amount less than $500
GroupGroup
Trust
Trust
NoteNote
2012
2012
$’000
$’000
2011
2011
$’000
$’000
2012
2012
$’000
$’000
2011
2011
$’000
$’000
3
4
5
6
7
8
9
10
11
11
10
12
13
14
1,816,000
129
–
71,819
1,887,948
1,697,000
134
–
53,757
1,750,891
1,816,000
129
*
63,843
1,879,972
1,697,000
134
*
51,310
1,748,444
6,302
22,869
29,171
1,917,119
5,447
30,490
35,937
1,786,828
6,302
22,869
29,171
1,909,143
5,447
30,490
35,937
1,784,381
39,868
13,817
734
58,000
112,419
41,024
14,647
730
155,000
211,401
519,000
22,036
634
541,670
654,089
1,263,030
404,000
18,833
736
423,569
634,970
1,151,858
1,268,401
(5,371)
1,263,030
823,200
$
1.53
1,156,215
(4,357)
1,151,858
819,817
$
1.40
39,875
13,817
734
58,000
112,426
519,000
22,036
634
541,670
654,096
1,255,047
1,255,047
–
1,255,047
823,200
$
1.52
41,028
14,647
730
155,000
211,405
404,000
18,833
736
423,569
634,974
1,149,407
1,149,407
–
1,149,407
819,817
$
1.40
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
Statements of Total Return
For the Financial Year Ended 30 September 2012
Annual Report 2012
71
Gross revenue
Property expenses
Net property income
Interest income
Borrowing costs
Asset management fees
Professional fees
Trustee’s fees
Audit fees
Other charges
Net income
Distribution from associate
Share of results of associate
- operations
- revaluation surplus
Surplus on revaluation of investment properties
Unrealised gain/(loss) from fair valuation of derivatives
Total return before tax
Taxation
Total return for the year
Total return for the year
Earnings per Unit (cents)
Earnings per Unit (cents)
Basic
Diluted
NoteNote
15
16
17
18
3
19
20
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
147,203
(42,773)
104,430
7
(18,245)
(10,713)
(550)
(309)
(106)
(474)
74,040
–
4,352
6,064
100,759
352
185,567
–
185,567
2011
2011
$’000
$’000
117,884
(35,266)
82,618
13
(19,134)
(8,897)
(745)
(276)
(100)
(428)
53,051
–
4,448
131
97,214
(2,581)
152,263
–
152,263
2012
2012
$’000
$’000
147,203
(42,773)
104,430
7
(18,245)
(10,713)
(550)
(309)
(106)
(477)
74,037
3,873
–
–
100,759
352
179,021
–
179,021
2011
2011
$’000
$’000
117,884
(35,266)
82,618
13
(19,134)
(8,897)
(745)
(276)
(100)
(430)
53,049
3,804
–
–
97,214
(2,581)
151,486
–
151,486
22.56
22.56
19.68
19.68
21.76
21.76
19.58
19.58
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
72 Frasers Centrepoint Trust
Distribution Statements
For the Financial Year Ended 30 September 2012
Income available for distribution to Unitholders
at beginning of year
Net income
Net adjustments (Note A)
Distribution from associate
Income available for distribution to Unitholders
Distributions to Unitholders:
Distribution of 2.16 cents per Unit for period
from 1/7/2010 to 30/9/2010
Distribution of 1.95 cents per Unit for period
from 1/10/2010 to 31/12/2010
Distribution of 2.07 cents per Unit for period
from 1/1/2011 to 31/3/2011
Distribution of 1.95 cents per Unit for period
from 1/4/2011 to 30/6/2011
Distribution of 2.07 cents per Unit for period
from 1/7/2011 to 22/9/2011
Distribution of 0.28 cents per Unit for period
from 23/9/2011 to 30/9/2011
Distribution of 2.20 cents per Unit for period
from 1/10/2011 to 31/12/2011
Distribution of 2.50 cents per Unit for period
from 1/1/2012 to 31/3/2012
Distribution of 2.60 cents per Unit for period
from 1/4/2012 to 30/6/2012
GroupGroup
Trust
Trust
2011
2011
$’000
$’000
16,555
53,051
7,520
3,804
64,375
80,930
16,580
14,995
15,948
15,050
–
–
–
–
–
62,573
2012
2012
$’000
$’000
18,354
74,037
4,438
3,873
82,348
100,702
–
–
–
–
15,977
2,303
18,096
20,572
21,403
78,351
2011
2011
$’000
$’000
16,552
53,049
7,522
3,804
64,375
80,927
16,580
14,995
15,948
15,050
–
–
–
–
–
62,573
2012
2012
$’000
$’000
18,357
74,040
4,435
3,873
82,348
100,705
–
–
–
–
15,977
2,303
18,096
20,572
21,403
78,351
Income available for distribution to Unitholders at end of year
22,354
18,357
22,351
18,354
Note A – Net adjustments relate to the following items:
- Asset management fees paid/payable in Units
- Trustee’s fees
- Amortisation of loan arrangement fee
- Amortisation of lease incentives
- Deferred income and amortisation of rental deposits
- Other items
Net adjustments
2,402
309
671
(1,288)
12
2,329
4,435
8,113
276
478
(2,182)
(1)
836
7,520
2,402
309
671
(1,288)
12
2,332
4,438
8,113
276
478
(2,182)
(1)
838
7,522
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
Statements of Movements in Unitholders’ Funds and
Translation Reserve
For the Financial Year Ended 30 September 2012
Annual Report 2012
73
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
2012
2012
$’000
$’000
2011
2011
$’000
$’000
Net assets at beginning of year
1,151,858
991,870
1,149,407
988,852
Operations
Operations
Total return for the year
Unitholders’ transactions
Unitholders’ transactions
Creation of Units
- proceeds from placement
- issued as satisfaction of acquisition fee
- issued as satisfaction of asset management fees
Issue expense adjustment / (Issue expenses)
Distributions to Unitholders
Net (decrease)/increase in net assets resulting from
Unitholders’ transactions
185,567
152,263
179,021
151,486
–
1,270
3,655
45
(78,351)
66,720
–
6,734
(1,812)
(62,573)
–
1,270
3,655
45
(78,351)
66,720
–
6,734
(1,812)
(62,573)
(73,381)
9,069
(73,381)
9,069
Movement in translation reserve (Note 12)
(1,014)
(1,344)
–
–
Net assets at end of year
1,263,030
1,151,858
1,255,047
1,149,407
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
74 Frasers Centrepoint Trust
Portfolio Statements
As at 30 September 2012
GROUP
GROUP
Description
Description
of Property
of Property
Term of Lease
Term of Lease
Location
Location
Existing
Existing
UseUse
Occupancy
Occupancy
Rate as
Rate as
at 30
at 30
September
September
2012
2012
%
At Valuation
At Valuation
2012
2012
$’000
$’000
2011
2011
$’000
$’000
Percentage of
Percentage of
Total Assets
Total Assets
2012
2012
%
20112011
%
Investment properties in Singapore
Causeway
Point
99-year leasehold
from 30 October
1995
1 Woodlands
Square
Northpoint
99-year leasehold
from 1 April 1990
930 Yishun
Avenue 2
Anchorpoint
Freehold
368 & 370
Alexandra Road
YewTee
Point
Bedok
Point1
99-year leasehold
from 3 January
2006
21 Choa Chu
Kang North 6
99-year leasehold
from 15 March
1978
799 New
Upper Changi
Road
Investment properties, at valuation
Investment in associate (Note 6)
Other assets
Total assets attributable to Unitholders
1.
Bedok Point was acquired on 23 September 2011.
Commercial
87.7
890,000
820,000
46.4
45.9
Commercial
99.7
570,000
533,000
29.7
29.8
Commercial
99.3
81,000
78,000
Commercial
96.3
147,000
138,000
4.2
7.7
4.4
7.7
Commercial
98.7
128,000
128,000
6.7
7.2
1,816,000
71,819
1,887,819
29,300
1,917,119
1,697,000
53,757
1,750,757
36,071
1,786,828
94.7
3.8
98.5
1.5
100.0
95.0
3.0
98.0
2.0
100.0
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
Annual Report 2012
75
Portfolio Statements
As at 30 September 2012
TRUST
TRUST
Description
Description
of Property
of Property
Term of Lease
Term of Lease
Location
Location
Existing
Existing
UseUse
Occupancy
Occupancy
Rate as
Rate as
at 30
at 30
September
September
2012
2012
%
At Valuation
At Valuation
2012
2012
$’000
$’000
2011
2011
$’000
$’000
Percentage of
Percentage of
Total Assets
Total Assets
2012
2012
%
2011
2011
%
Investment properties in Singapore
Causeway
Point
99-year leasehold
from 30 October
1995
1 Woodlands
Square
Northpoint
99-year leasehold
from 1 April 1990
930 Yishun
Avenue 2
Anchorpoint
Freehold
368 & 370
Alexandra Road
YewTee
Point
Bedok
Point1
99-year leasehold
from 3 January
2006
21 Choa Chu
Kang North 6
99-year leasehold
from 15 March
1978
799 New
Upper Changi
Road
Investment properties, at valuation
Investment in associate (Note 6)
Other assets
Total assets attributable to Unitholders
1.
Bedok Point was acquired on 23 September 2011.
Commercial
87.7
890,000
820,000
46.6
46.0
Commercial
99.7
570,000
533,000
29.9
29.9
Commercial
99.3
81,000
78,000
Commercial
96.3
147,000
138,000
4.3
7.7
4.3
7.7
Commercial
98.7
128,000
128,000
6.7
7.2
1,816,000
63,843
1,879,843
29,300
1,909,143
1,697,000
51,310
1,748,310
36,071
1,784,381
95.2
3.3
98.5
1.5
100.0
95.1
2.9
98.0
2.0
100.0
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
76 Frasers Centrepoint Trust
Portfolio Statements
As at 30 September 2012
On 30 September 2012, independent valuations of the investment properties were undertaken by Knight Frank Pte Ltd
(“Knight Frank
Knight Frank”), Jones Lang LaSalle Property Consultants Pte Ltd (“JLLJLL”), and Colliers International Consultancy &
Valuation (Singapore) Pte Ltd (“Colliers
Colliers”). The Manager believes that these independent valuers possess appropriate
professional qualifi cations and recent experience in the location and category of the investment properties being valued.
The valuations were performed based on the following methods:
Valuer
Valuer
Valuation Method
Valuation Method
Description of
Description of
Property
Property
Causeway Point
JLL
(2011: JLL)
Northpoint
Colliers
(2011: Knight Frank)
Anchorpoint
YewTee Point
Knight Frank
(2011: Colliers)
Knight Frank
(2011: Colliers)
Bedok Point 1
Knight Frank
(2011: Knight Frank)
Capitalisation approach and discounted cash
(2011: capitalisation approach and
flows
discounted cash fl ows)
Direct comparison method, investment method
and discounted cash flows (2011: investment
method and discounted cash fl ows)
Investment method and discounted cash fl ows
(2011: direct comparison method, investment
method and discounted cash fl ows)
Investment method and discounted cash fl ows
(2011: direct comparison method, investment
method and discounted cash fl ows)
Investment method and discounted cash fl ows
(2011: investment method and discounted cash
fl ows)
Valuation
Valuation
2012
2012
$’000
$’000
890,000
2011
2011
$’000
$’000
820,000
570,000
533,000
81,000
78,000
147,000
138,000
128,000
128,000
1.
Bedok Point was acquired on 23 September 2011.
The net changes in fair values of these investment properties have been recognised in the Statements of Total Return in
accordance with the Group’s accounting policies.
The investment properties are leased to third party tenants. Generally, these leases contain an initial non-cancellable
period of three years. Subsequent renewals are negotiated with individual lessee. Contingent rent, which comprises
gross turnover rent, recognised in the Statements of Total Return amounted to $7,404,000 (2011: $6,285,000).
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
Annual Report 2012
77
Cash Flow Statement
For the Financial Year Ended 30 September 2012
GroupGroup
2012
2012
$’000
$’000
2011
2011
$’000
$’000
185,567
152,263
130
(290)
–
257
(15)
2
18,245
19,134
(7)
2,402
44
(10,416)
(100,759)
(352)
(1,288)
(964)
(13)
8,113
38
(4,579)
(97,214)
2,581
(2,182)
(1,017)
Operating activities
Operating activities
Total return before tax
Adjustments for:
Allowance for doubtful receivables
Receivables written back
Receivables written off
Borrowings costs
Interest income
Asset management fees paid/payable in Units
Depreciation of fi xed assets
Share of associate’s results (including revaluation surplus)
Surplus on revaluation of investment properties
Unrealised (gain)/loss from fair valuation of derivatives
Amortisation of lease incentives
Deferred income recognised
Operating income before working capital changes
92,312
77,368
Changes in working capital:
Trade and other receivables
Trade and other payables
Cash fl ows from operating activities
Cash fl ows from operating activities
Investing activities
Investing activities
Distributions received from associate
Interest received
Capital expenditure on investment properties
Acquisition of fi xed assets
Investment in associate
Net cash outfl ow on purchase of investment properties (including acquisition charges)
(Note B)
Cash fl ows used in investing activities
Cash fl ows used in investing activities
Financing activities
Financing activities
Proceeds from borrowings
Proceeds from issue of new Units
Repayment of borrowings
Borrowing costs paid
Distributions to Unitholders
Payment of issue and fi nance costs
Cash fl ows (used in)/generated from fi nancing activities
Cash fl ows (used in)/generated from fi nancing activities
Net (decrease)/increase in cash and cash equivalents
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year (Note 8)
Cash and cash equivalents at end of year (Note 8)
(611)
6,025
97,726
97,726
3,873
7
(1,071)
(5,747)
70,550
70,550
3,804
13
(19,000)
(25,690)
(39)
(12,533)
–
(33)
–
(123,942)
(27,692)
(27,692)
(145,848)
(145,848)
183,000
146,000
–
(165,000)
(16,549)
(78,351)
(755)
(77,655)
(77,655)
(7,621)
30,490
22,869
22,869
66,720
(47,000)
(13,160)
(62,573)
(3,990)
85,997
85,997
10,699
19,791
30,490
30,490
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
78 Frasers Centrepoint Trust
Cash Flow Statement
For the Financial Year Ended 30 September 2012
Note B Net cash outfl ow on purchase of investment properties (including acquisition charges)
Note B Net cash outfl ow on purchase of investment properties (including acquisition charges)
Investment properties
Receivables
Trade and other payables
Security deposits
Net identifi able assets and liabilities acquired
Acquisition charges
Less:
Units issuable/issued for acquisition fee paid to the Manager
Acquisition charges accrued
Net cash outfl ow
GroupGroup
2011
2011
$’000
$’000
127,000
–
–
(3,192)
123,808
1,594
(1,270)
(190)
123,942
2012
2012
$’000
$’000
–
–
–
–
–
–
–
–
–
Signifi cant Non-Cash Transactions
Signifi cant Non-Cash Transactions
During the fi nancial year, there were the following signifi cant non-cash transactions:
(i)
(ii)
1,519,456 (2011: 5,516,414) Units were issued and issuable in satisfaction of asset management fees payable
in Units, amounting to a value of $2,401,705 (2011: $8,113,000) in respect of the fi nancial year ended 30
September 2012; and
913,669 Units were issued in October 2011 in satisfaction of acquisition fees of $1,270,000 in connection with
the acquisition of Bedok Point completed on 23 September 2011.
The accompanying accounting policies and explanatory notes form an integral part of the fi nancial statements.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
79
The following notes form an integral part of the fi nancial statements.
1.
1.
GENERAL
GENERAL
Trust”) is a Singapore-domiciled unit trust constituted pursuant to a trust deed
Frasers Centrepoint Trust (the “Trust
dated 5 June 2006 and any amendment or modifi cation thereof (the “Trust Deed
Trust Deed”) between Frasers Centrepoint
Manager”) and HSBC Institutional Trust Services (Singapore) Limited (the
Asset Management Ltd. (the “Manager
“Trustee
Trustee”). The Trust Deed is governed by the laws of the Republic of Singapore. The Trustee is under a duty
to take into custody and hold the assets of the Trust and its subsidiary (collectively, the “GroupGroup”) in trust for the
holders (“Unitholders
Unitholders”) of units in the Trust (the “UnitsUnits”). The address of the Trustee’s registered offi ce is 21
Collyer Quay #10-02 HSBC Building Singapore 049320.
The Trust was formally admitted to the Offi cial List of the Singapore Exchange Securities Trading Limited (“SGX-
SGX-
STST”) on 5 July 2006 and was included in the Central Provident Fund Investment Scheme (“CPFIS
CPFIS”) on 5 July
2006.
The principal activity of the Trust is to invest in income-producing properties used primarily for retail purposes, in
Singapore and overseas, with the primary objective of delivering regular and stable distributions to Unitholders
and to achieve long-term capital growth. The principal activity of the subsidiary is set out in Note 5.
The fi nancial statements were authorised for issue by the Manager and the Trustee on 15 November 2012.
The Trust has entered into several service agreements in relation to management of the Trust and its property
operations. The fee structures of these services are as follows:
(a)
Property management fees
Under the property management agreements, fees are charged as follows:
(i)
(ii)
(iii)
2.0% per annum of the gross revenue of the properties;
2.0% per annum of the net property income of the properties (calculated before accounting for
the property management fees); and
0.5% per annum of the net property income of the properties (calculated before accounting for
the property management fees), in lieu of leasing commissions.
The property management fees are payable monthly in arrears.
(b)
Asset management fees
Pursuant to the Trust Deed, asset management fees comprise the following:
(i)
(ii)
A base fee not exceeding 0.3% per annum of the value of Deposited Property (being all assets, as
stipulated in the Trust Deed) of the Trust; and
An annual performance fee equal to a rate of 5.0% per annum of the Net Property Income (as
defi ned in the Trust Deed) of the Trust and any Special Purpose Vehicles (as defi ned in the Trust
Deed) for each fi nancial year.
Any increase in the rate or any change in the structure of the asset management fees must be approved
by an Extraordinary Resolution of Unitholders passed at a Unitholders’ meeting duly convened and held
in accordance with the provisions of the Trust Deed.
The Manager may elect to receive the fees in cash or Units or a combination of cash and Units (as it
may in its sole discretion determine). For the year ended 30 September 2012, the Manager has opted
to receive an average of 22% (2011: 91%) of the asset management fees in the form of Units with the
balance in cash. The portion of the asset management fees in the form of Units is payable on a quarterly
basis in arrears, and the portion in cash is payable on a monthly basis in arrears.
The Manager is also entitled to receive acquisition fee at the rate of 1% of the acquisition price and
a divestment fee of 0.5% of the sale price on all future acquisitions or disposals of properties or
investments.
80 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
1.
1.
GENERAL (cont’d)
GENERAL (cont’d)
(c)
Trustee’s fees
Pursuant to the Trust Deed, the Trustee’s fees shall not exceed 0.1% per annum of the value of
Deposited Property of the Trust, subject to a minimum of $9,000 per month, excluding out-of-pocket
expenses and GST.
Any increase in the maximum permitted or any change in the structure of the Trustee’s fee must be
approved by an Extraordinary Resolution of Unitholders passed at a Unitholders’ meeting duly convened
and held in accordance with the provisions of the Trust Deed.
The Trustee’s fees are payable monthly in arrears.
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a)
Basis of preparation
The fi nancial statements have been prepared in accordance with the recommendations of Statement
of Recommended Accounting Practice (“RAPRAP”) 7 “Reporting Framework for Unit Trusts” issued by the
ICPAS”), the applicable requirements of the Code
Institute of Certifi ed Public Accountants of Singapore (“ICPAS
on Collective Investment Schemes (the “CIS Code
CIS Code”) issued by the Monetary Authority of Singapore
(“MASMAS”) and the provisions of the Trust Deed. RAP 7 requires the accounting policies to generally
comply with the principles relating to recognition and measurement under the Singapore Financial
Reporting Standards (“FRSFRS”).
The fi nancial statements, which are presented in Singapore dollars and rounded to the nearest thousand,
unless otherwise stated, have been prepared on the historical cost basis except as disclosed in the
accounting policies below.
The preparation of the fi nancial statements in conformity with RAP 7 requires the Manager to make
judgements, estimates and assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and relevant factors, including expectations of future
events that are believed to be reasonable under the circumstances. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Financial impact arising from
revisions to accounting estimates are recognised in the period in which the estimates are revised and in
any future periods affected.
In particular, information about signifi cant areas of estimation, uncertainty and critical judgements
in applying accounting policies that have the most signifi cant effect on the amount recognised in the
fi nancial statements is described in the following notes:
(i)
(ii)
Note 3 – Valuation of investment properties
Note 6 – Accounting for investment in associate
(b)
Changes in accounting policies
The accounting policies adopted are consistent with those of the previous fi nancial year except in the
current fi nancial year, the Group has adopted all the new and revised standards and Interpretations of
INT FRS”) that are effective for annual periods beginning on 1 October 2011. The adoption of
FRS (“INT FRS
these standards and interpretations did not have any effect on the fi nancial performance or position of the
Group and the Trust.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
81
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(c)
Standards issued but not yet effective
The Group has not adopted the following standards that have been issued and are relevant but not yet
effective:
Amendments to FRS 1 Presentation of Items of Other Comprehensive Income
FRS 113 Fair Value Measurements
Amendments to FRS 107 Disclosures – Offsetting Financial Assets and Financial
Liabilities
Improvements to FRSs 2012
– Amendment to FRS 1 Presentation of Financial Statements
– Amendment to FRS 16 Property, Plant and Equipment
– Amendment to FRS 32 Financial Instruments: Presentation
Revised FRS 27 Separate Financial Statements
Revised FRS 28 Investments in Associates and Joint Ventures
FRS 110 Consolidated Financial Statements
FRS 112 Disclosure of Interest in Other Entities
Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities
Effective date
Effective date
(Annual period
(Annual period
beginning on
beginning on
or after)
or after)
1 July 2012
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
The Manager expects that the adoption of the above standards will have no material impact on the
fi nancial statements in the period of initial application.
In June 2012, the ICPAS issued a revised RAP 7 which will be effective for unit trusts with annual periods
beginning on or after 30 June 2012. The changes that have been brought about under the revised RAP 7
include the requirements to present statement of movements in unitholders’ funds by unit trusts, as well
as statement of cash fl ow and statement of distribution by property funds. The Group is in the process
of assessing the impact on fi nancial statements arising from all the changes that have been introduced
under the revised RAP 7.
(d)
Foreign currency
Transactions in foreign currencies are measured and recorded on initial recognition in Singapore dollars,
the functional currency of the Trust and subsidiary, at exchange rates approximating those ruling at the
transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the
rate of exchange ruling at the balance sheet date. Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial
transactions. Non-monetary items measured at fair value in a foreign currency are translated using the
exchange rates at the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at
the balance sheet date are recognised in the Statement of Total Return except for exchange differences
arising on monetary items that form part of the Group’s net investment in foreign operations, which are
recognised initially in equity as translation reserve in the Balance Sheet and recognised in the Statement
of Total Return on disposal of the foreign operation.
For consolidation purpose, the assets and liabilities of foreign operations are translated into Singapore
dollars at the rate of exchange ruling at the balance sheet date and their profi t or loss are translated at
the exchange rates prevailing at the date of the transactions. The exchange differences arising on the
translation are taken directly to a separate component of equity as translation reserve. On disposal of
a foreign operation, the cumulative amount recognised in translation reserve relating to that particular
foreign operation is recognised in the Statement of Total Return.
82 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(d)
Foreign currency (cont’d)
In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation,
the proportionate share of the cumulative amount of the exchange differences are re-attributed to non-
controlling interest and are not recognised in the Statement of Total Return. For partial disposals of
associates that are foreign operations, the proportionate share of the accumulated exchange differences
is reclassifi ed to the Statement of Total Return.
(e)
Investment properties
Investment properties are stated at initial cost on acquisition, including transaction costs, and at valuation
thereafter. Valuation is determined in accordance with the Trust Deed, which requires the investment
properties to be valued by independent registered valuers in the following events:
In such manner and frequency required under the CIS Code issued by the MAS; and
At least once in each period of 12 months following the acquisition of each parcel of real estate
property.
Any increase or decrease on revaluation is credited or charged to the Statement of Total Return as a net
revaluation surplus or defi cit in the value of the investment properties.
Subsequent expenditure relating to investment properties that have already been recognised is added to
the carrying amount of the asset when it is probable that future economic benefi ts, in excess of originally
assessed standard of performance of the existing asset, will fl ow to the Group and the Trust. All other
subsequent expenditure is recognised as an expense in the period in which it is incurred.
Investment properties are derecognised when either they have been disposed of or when the investment
property is permanently withdrawn from use and no future economic benefi t is expected from its
disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in
the Statement of Total Return in the year of retirement or disposal.
Investment properties are not depreciated. Investment properties are subject to continued maintenance
and regularly revalued on the basis set out above. For taxation purposes, the Group and the Trust may
claim capital allowances on assets that qualify as plant and machinery under the Income Tax Act.
(f)
Basis of consolidation and investment in subsidiary
A subsidiary is an entity over which the Group has the power to govern the fi nancial and operating
policies so as to obtain benefi ts from its activities.
In the Trust’s balance sheet, investment in subsidiary is accounted for at cost less any impairment losses.
The consolidated fi nancial statements incorporate the fi nancial statements of the Trust and its subsidiary
as of the balance sheet date. The fi nancial statements of the subsidiary used in the preparation of
the consolidated fi nancial statements are prepared for the same reporting date and using consistent
accounting policies as the Trust.
A subsidiary is consolidated from the date of acquisition, being the date on which the Group obtains
control, and continues to be consolidated until the date that such control ceases. All intra-group
balances, income and expenses and unrealised gains and losses resulting from intra-group transactions
are eliminated in full.
Business combinations are accounted for by applying the acquisition method. Identifi able assets
acquired and liabilities assumed in a business combination are measured initially at their fair values at the
acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs
are incurred and the services are received.
When the Group acquires a business, it assesses the fi nancial assets and liabilities assumed for
appropriate classification and designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date. This includes the separation of
embedded derivatives in host contracts by the acquiree.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
83
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(f)
Basis of consolidation and investment in subsidiary (cont’d)
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent consideration, if deemed to be
an asset or liability within the scope of FRS 39, will be recognised either in the Statement of Total Return
or as change to a separate component of equity. If the contingent consideration is classifi ed as equity, it
is not remeasured until it is fi nally settled within equity.
In business combinations achieved in stages, previously held equity interests in the acquiree are
remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in the
Statement of Total Return.
The Group elects for each individual business combination, whether non-controlling interest in the
acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s
proportionate share of the acquiree’s identifi able net assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously
held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifi able assets and
liabilities is recorded as goodwill. In instances where the latter amount exceeds the former, the excess is
recognised as gain on bargain purchase in the Statement of Total Return on the acquisition date.
(g)
Investment in associate
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has signifi cant
infl uence.
The Group’s investment in associate is accounted for using the equity method. Under the equity method,
the investment in associate is stated in the Balance Sheet at cost plus post-acquisition changes in the
Group’s share of net assets of the associate. The Group’s share of results of the associate is recognised
in the Statement of Total Return. Where there has been a change recognised directly in the equity of the
associate, the Group recognises its share of such changes in equity.
After application of the equity method, the Group determines whether it is necessary to recognise any
impairment loss with respect to the Group’s net investment in the associate. The Group determines
at the end of each reporting period whether there is any objective evidence that the investment in the
associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference
between the recoverable amount of the associate and its carrying value and recognises the amount in the
Statement of Total Return.
The associate is equity accounted for from the date the Group obtains signifi cant infl uence until the date
the Group ceases to have signifi cant infl uence over the associate.
Goodwill relating to an associate is included in the carrying amount of the investment and is neither
amortised nor tested individually for impairment. Any excess of the Group’s share of the net fair value
of the associate’s identifi able assets, liabilities and contingent liabilities over the cost of the investment
is excluded from the carrying amount of the investment and is instead included as income in the
determination of the Group’s share of the associate’s results in the period in which the investment is
acquired.
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.
Where the dates of the fi nancial statements of the associate are not co-terminous with those of the
Group, the share of results is arrived at from the last audited fi nancial statements available and un-
audited management accounts to the end of the accounting period. Consistent accounting policies
are applied for like transactions and events in similar circumstances. Where necessary, adjustments are
made to bring the accounting policies in line with those of the Group.
Upon loss of signifi cant infl uence over the associate, the Group measures and recognises any retained
investment at its fair value. Any difference between the carrying amount of the associate upon loss of
signifi cant infl uence and the fair value of the aggregate of the retained investment and proceeds from
disposal is recognised in the Statement of Total Return.
84 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(h)
Fixed assets
Fixed assets are stated at cost less accumulated depreciation and any impairment. The cost of an asset
comprises its purchase price and any directly attributable costs of bringing the asset to working condition
for its intended use. The cost of a fi xed asset is recognised as an asset if, and only if, it is probable
that future economic benefi ts associated with the asset will fl ow to the Group and the cost of the asset
can be measured reliably. Expenditure for additions, improvements and renewals are capitalised and
expenditure for maintenance and repair are charged to the Statement of Total Return. When assets
are derecognised upon disposal or when no future economic benefi ts are expected from their use or
disposal, their cost and accumulated depreciation are removed from the fi nancial statements and any
gain or loss on derecognition of the assets is included in the Statement of Total Return.
Fixed assets are depreciated on the straight line method so as to write off the cost of the fi xed assets
over their estimated useful lives. The principal annual rates of depreciation for equipment, furniture and
fi ttings range from 10% to 20%.
The carrying values of fi xed assets are reviewed for impairment when events or changes in circumstances
indicate that the carrying value may not be recoverable.
The residual value, useful life and depreciation method are reviewed at each fi nancial year-end, and
adjusted prospectively, if appropriate.
(i)
Impairment of non-fi nancial assets
The Group assesses at each reporting date whether there is any indication that an asset may be
impaired. If any such indication exists, or when annual impairment testing for an asset is required, the
Group makes an estimate of the asset’s recoverable amount.
An impairment loss is recognised in the Statement of Total Return whenever the carrying amount of an
asset or its cash-generating unit exceeds its recoverable amount.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair
value less costs to sell and is determined for an individual asset, unless the asset does not generate cash
infl ows that are largely independent of those from other assets or group of assets. In assessing value in
use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate
that refl ects current market assessments of the time value of money and the risks specifi c to the asset.
Impairment losses recognised in prior periods are assessed at each reporting date for any indication
that the loss has decreased or no longer exists. If such indication exists, the recoverable amount is
estimated. An impairment loss is reversed only if there has been a change in the estimates used to
determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the
case, the carrying amount of the asset is increased to its 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, had no impairment loss been recognised for the asset
in prior years. Reversal of an impairment loss is recognised in the Statement of Total Return. After such
a reversal, the depreciation charge, if any, is adjusted in future periods to allocate the asset’s revised
carrying amount, less any residual value, on a systematic basis over its remaining useful life.
(j)
Financial assets
The Group determines the classifi cation of its fi nancial assets at initial recognition. When fi nancial assets
are recognised initially, they are measured at fair value, plus, in the case of fi nancial assets not at fair
value through profi t or loss, directly attributable transaction costs.
Non-derivative fi nancial assets with fi xed or determinable payments that are not quoted in an active
market are classifi ed as loans and receivables. Subsequent to initial recognition, loans and receivables
are carried at amortised cost using the effective interest method, less any impairment losses. Gains or
losses are recognised in the Statement of Total Return when the loans and receivables are derecognised
or impaired, as well as through the amortisation process.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
85
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(j)
Financial assets (cont’d)
Financial assets at fair value through profi t or loss include fi nancial assets held for trading and fi nancial
assets designated upon initial recognition at fair value through profi t or loss. Financial assets classifi ed as
held for trading include derivative fi nancial instruments entered into by the Group that are not designated
as hedging instruments in hedge relationships as defi ned by FRS 39. Derivatives, including separated
embedded derivatives, are also classifi ed as held for trading unless they are designated as effective
hedging instruments.
Subsequent to initial recognition, fi nancial assets at fair value through profi t or loss are measured at fair
value. Any gains or losses arising from changes in fair value of the fi nancial assets are recognised in the
Statement of Total Return.
Financial assets are recognised on the Balance Sheet when, and only when, the Group becomes a party
to the contractual provisions of the instruments. Financial assets are derecognised when the contractual
rights to receive cash fl ows from the assets have expired. On derecognition, the difference between
the carrying amount and the sum of the consideration received is recognised in the Statement of Total
Return.
All regular way purchases and sales of fi nancial assets are recognised or derecognised on the trade
date i.e., the date that the Group commits to purchase or sell the asset. Regular way purchases or
sales are purchases or sales of fi nancial assets that require delivery of assets within the period generally
established by regulation or convention in the marketplace concerned.
(k)
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and bank deposits.
(l)
Impairment of fi nancial assets
The Group assesses at each reporting date whether there is any objective evidence that a fi nancial asset
is impaired.
For fi nancial assets carried at amortised cost, the Group fi rst assesses individually whether objective
evidence of impairment exists individually for fi nancial assets that are individually signifi cant, or collectively
for fi nancial assets that are not individually signifi cant. If the Group determines that no objective evidence
of impairment exists for an individually assessed fi nancial asset, whether signifi cant or not, it includes the
asset in a group of fi nancial assets with similar credit risk characteristics and collectively assesses them
for impairment. Assets that are individually assessed for impairment and for which an impairment loss is,
or continues to be recognised are not included in a collective assessment of impairment.
If there is objective evidence that an impairment loss on fi nancial assets carried at amortised cost has
been incurred, the amount of impairment loss is calculated as the difference between its carrying amount,
and the present value of estimated future cash fl ows discounted at the fi nancial asset’s original effective
interest rate (i.e. the effective interest rate computed at initial recognition). The carrying amount of the
asset is reduced through the use of an allowance account. The amount of the loss and any subsequent
write-back is recognised in the Statement of Total Return.
When the asset becomes uncollectible, the carrying amount of impaired fi nancial assets is reduced
directly or if an amount was charged to the allowance account, the amounts charged to the allowance
account are written off against the carrying value of the fi nancial asset.
To determine whether there is objective evidence that an impairment loss on fi nancial assets has incurred,
the Group considers factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the
debtor and default or signifi cant delay in payments.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment loss was recognised, the previously recognised
impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the
Statement of Total Return to the extent that the carrying value of the asset does not exceed its amortised
cost at the reversal date.
86 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(m)
Financial liabilities
Financial liabilities are recognised on the Balance Sheet when, and only when, the Group becomes a
party to the contractual provisions of the fi nancial instrument. The Group determines the classifi cation
of its fi nancial liabilities at initial recognition. Financial liabilities are initially recognised at the fair value
of consideration received, and in the case of fi nancial liabilities other than those designated at fair value
through profi t or loss, less directly attributable transaction costs.
Financial liabilities that are designated at fair value through profi t or loss include fi nancial liabilities held for
trading and fi nancial liabilities designated upon initial recognition as at fair value. Financial liabilities are
classifi ed as held for trading if they are acquired for the purpose of selling in the near term. This category
includes derivative fi nancial instruments such as interest rate swaps entered into by the Group to hedge
its risks associated with interest rate fl uctuations.
Subsequent to initial recognition, fi nancial liabilities at fair value through profi t or loss are measured at
fair value. In this respect, the fair value of interest rate swap contracts is determined by reference to the
market value for similar instruments. Any gains or losses arising from changes in fair value of the fi nancial
liabilities are recognised in the Statement of Total Return.
After initial recognition, fi nancial liabilities other than those designated at fair value through profi t or loss
are subsequently measured at amortised cost using the effective interest rate method. Gains and losses
are recognised in the Statement of Total Return when the liabilities are derecognised, and through the
amortisation process.
Gains and losses are recognised in the Statement of Total Return when the liabilities are derecognised as
well as through the amortisation process. A fi nancial liability is derecognised when the obligation under
the liability is discharged or cancelled, or has expired.
(n)
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outfl ow of resources embodying economic benefi ts will be required to
settle the obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to refl ect the current best
estimate. If it is no longer probable that an outfl ow of economic resources will be required to settle the
obligation, the provision is reversed. If the effect of the time value of money is material, provisions are
discounted using a current pre-tax rate that refl ects, where appropriate, the risks specifi c to the liability.
When discounting is used, the increase in the provision due to the passage of time is recognised as a
fi nance cost.
(o)
Security deposits and deferred income
Security deposits relate to rental deposits received from tenants at the Group’s investment properties.
The accounting policy for security deposits as a fi nancial liability is set out in Note 2(m).
Deferred income relates to the difference between consideration received for security deposits and its fair
value at initial recognition, and is credited to the Statement of Total Return as gross rental income on a
straight line basis over individual lease term.
(p)
Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of
the arrangement at inception date: whether fulfi lment of the arrangement is dependent on the use of
a specifi c asset or assets or the arrangement conveys a right to use the asset even if that right is not
explicitly specifi ed in an arrangement.
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are
classifi ed as operating leases. Initial direct costs incurred in negotiating an operating lease are added to
the carrying amount of the leased asset and recognised over the lease term on the same bases as rental
income. The accounting policy for rental income is set out in Note 2(q).
Notes to The Financial Statements
30 September 2012
Annual Report 2012
87
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(q)
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group
and the revenue can be reliably measured. Revenue is measured at the fair value of consideration
received or receivable, excluding discounts, rebates, and sales taxes or duty. The Group assesses its
revenue arrangements to determine if it is acting as principal or agent. The Group has concluded that it
is acting as a principal in all of its revenue arrangements. The following specifi c recognition criteria must
also be met before revenue is recognised:
(i)
Rental income
Rental income receivable under operating leases is recognised in the Statement of Total Return
on a straight-line basis over the term of the lease, except where an alternative basis is more
representative of the pattern of benefi ts to be derived from the leased assets. Lease incentives
granted are recognised as an integral part of the total rental to be received. The aggregate cost
of incentives provided to lessees is recognised as a reduction of rental income over the lease term
on a straight-line basis. Contingent rent, which comprises gross turnover rental, is recognised as
income in the accounting period on a receipt basis. No contingent rent is recognised if there are
uncertainties that may result in the possible return of amounts received.
(ii)
Interest income
Interest income is recognised in the Statement of Total Return using the effective interest method.
(r)
Expenses
(i)
Property expenses
Property expenses are recognised on an accrual basis. Included in property expenses are
property management fees which are based on the applicable formula stipulated in Note 1(a).
(ii)
Asset management fees
Asset management fees are recognised on an accrual basis based on the applicable formula
stipulated in Note 1(b).
(iii)
Trust expenses
Trust expenses are recognised on an accrual basis. Included in trust expenses are Trustee’s fees
which are based on the applicable formula stipulated in Note 1(c).
(s)
Taxation
(i)
Current income tax
Current income tax is the expected tax payable on the taxable income for the period, using tax
rates and tax laws enacted or substantively enacted at the balance sheet date.
(ii)
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying amounts for fi nancial
reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
–
–
Where the deferred tax liability arises from the initial recognition of goodwill or of an asset
or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profi t nor taxable profi t or loss; and
In respect of taxable temporary differences associated with investments in subsidiaries and
associates, where the timing of the reversal of the temporary differences can be controlled
and it is probable that the temporary differences will not reverse in the foreseeable future.
88 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(s)
Taxation (cont’d)
(ii)
Deferred tax (cont’d)
Deferred tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profi t will
be available against which the deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses can be utilised except:
–
–
Where the deferred tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profi t nor
taxable profi t or loss; and
In respect of deductible temporary differences associated with investments in subsidiaries
and associates, deferred tax assets are recognised only to the extent that it is probable
that the temporary differences will reverse in the foreseeable future and taxable profi t will
be available against which the temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced
to the extent that it is no longer probable that suffi cient taxable profi t will be available to allow all
or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed
at each balance sheet date and are recognised to the extent that it has become probable that
future taxable profi t will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the
year when the assets are realised or the liabilities are settled, based on tax rates and tax laws that
have been enacted or substantively enacted at the balance sheet date.
IRAS”) has issued a tax ruling on the income tax
The Inland Revenue Authority of Singapore (“IRAS
treatment of the Trust. Subject to meeting the terms and conditions of the tax ruling which
includes a distribution of at least 90% of the taxable income of the Trust, the Trustee will not be
assessed to tax on the taxable income of the Trust. Instead, the distributions made by the Trust
out of such taxable income are subject to tax in the hands of Unitholders, unless they are exempt
tax transparency ruling”). Accordingly, the Trustee and
from tax on the Trust’s distributions (the “tax transparency ruling
the Manager will deduct income tax at the prevailing corporate tax rate from the distributions
made to Unitholders that are made out of the taxable income of the Trust, except:
a)
b)
where the benefi cial owners are individuals or Qualifying Unitholders, the Trustee and the
Manager will make the distributions to such Unitholders without deducting any income tax;
and
where the benefi cial owners are foreign non-individual investors or where the Units are held
by nominee Unitholders who can demonstrate that the Units are held for benefi cial owners
who are foreign non-individual investors, the Trustee and the Manager will deduct/withhold
tax at a reduced rate of 10% from the distributions.
A Qualifying Unitholder is a Unitholder who is:
(i)
(ii)
(iii)
(iv)
A tax resident Singapore-incorporated company;
A non-corporate Singapore constituted or registered entity (e.g. town council, statutory
board, charitable organisation, management corporation, club and trade and industry
association constituted, incorporated, registered or organised in Singapore);
A Singapore branch of a foreign company which has been presented a letter of approval
from the Comptroller of Income Tax granting waiver from tax deducted at source in respect
of distributions from the Trust;
An agent bank or a Supplementary Retirement Scheme (“SRSSRS”) operator acting as
nominee for individuals who have purchased Units in the Trust within the CPFIS or the SRS
respectively; or
Notes to The Financial Statements
30 September 2012
Annual Report 2012
89
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(s)
Taxation (cont’d)
(ii)
Deferred tax (cont’d)
A Qualifying Unitholder is a Unitholder who is: (cont’d)
(v)
A nominee who can demonstrate that the Units are held for benefi cial owners who are
individuals or who fall within the classes of Unitholders listed in (i) to (iii) on page 88.
The above tax transparency ruling does not apply to gains from the sale of real properties. Such
gains which are considered as trading gains are assessable to tax on the Trustee. Where the
gains are capital gains, the Trustee will not be assessed to tax and may distribute the capital gains
without tax being deducted at source.
(iii)
Sales tax
Revenue, expenses and assets are recognised net of the amount of sales tax except:
–
Where the sales tax incurred on a purchase of assets or services is not recoverable from
the taxation authority, in which case the sales tax is recognised as part of the cost of
acquisition of the asset or as part of the expense item as applicable; and
–
Receivables and payables that are stated with the amount of sales tax included.
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as
part of receivables or payables on the Balance Sheet.
(t)
Borrowing costs
Borrowing costs are expensed in the period they occur, and consist of interest and other costs that the
Group incurs in connection with the borrowing of funds.
(u)
Segment reporting
For management purposes, the Group is organised into operating segments based on individual
investment properties within the Group’s portfolio. The Manager regularly reviews the segment results
in order to allocate resources to the segments and to assess the segment performance. Additional
disclosures on each of these segments are shown in Note 23, including the factors used to identify the
reportable segments and the measurement basis of segment information.
(v)
Units and unit issuance expenses
Proceeds from issuance of Units are recognised as Unithholders’ funds. Incremental costs directly
attributable to the issuance of Units are deducted against Unitholders’ funds.
(w)
Contingencies
A contingent liability is:
a)
A possible obligation that arises from past events and whose existence will be confi rmed only by
the occurrence or non-occurrence of one or more uncertain future events not wholly within the
control of the Group; or
b)
A present obligation that arises from past events but is not recognised because:
(i)
It is not probable that an outfl ow of resources embodying economic benefi ts will be
required to settle the obligation; or
(ii)
The amount of the obligation cannot be measured with suffi cient reliability.
90 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
2.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
(w)
Contingencies (cont’d)
A contingent asset is a possible asset that arises from past events and whose existence will be
confi rmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly
within the control of the Group.
Contingent liabilities and assets are not recognised on the Balance Sheet of the Group, except for
contingent liabilities assumed in a business combination that are present obligations and which the fair
values can be reliably determined.
(x)
Related parties
A related party is defi ned as follows:
a)
A person or a close member of that person’s family is related to the Group if that person:
(i)
(ii)
has control or joint control over the Group;
has signifi cant infl uence over the Group; or
(iii)
is a member of the key management personnel of the Group or of a parent of the Group.
b)
An entity is related to the Group if any of the following conditions applies:
(i)
(ii)
the entity and the Group are members of the same group (which means that each parent,
subsidiary and fellow subsidiary is related to the others).
one entity is an associate or joint venture of the other entity (or an associate or joint
venture of a member of a group of which the other entity is a member).
(iii)
both entities are joint ventures of the same third party.
(iv)
(v)
one entity is a joint venture of a third entity and the other entity is an associate of the third
entity.
the entity is a post-employment benefi t plan for the benefi t of employees of either the
Group or an entity related to the Group.
(vi)
the entity is controlled or jointly controlled by a person identifi ed in (a);
(vii)
a person identifi ed in (a) (i) has signifi cant infl uence over the entity or is a member of the
key management personnel of the entity (or of a parent of the entity).
3.
3.
INVESTMENT PROPERTIES
INVESTMENT PROPERTIES
At beginning
Purchase of investment properties
Capital expenditure capitalised
Surplus on revaluation
At end
Group and Trust
Group and Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
1,697,000
–
16,953
1,713,953
102,047
1,816,000
1,439,000
128,594
30,010
1,597,604
99,396
1,697,000
Northpoint has been mortgaged as security for a $264 million secured fi ve-year term loan from DBS Bank Ltd,
Oversea-Chinese Banking Corporation Limited and Standard Chartered Bank (Note 11).
Notes to The Financial Statements
30 September 2012
Annual Report 2012
91
3.
3.
INVESTMENT PROPERTIES (cont’d)
INVESTMENT PROPERTIES (cont’d)
Bedok Point has been mortgaged as security for a $70 million secured fi ve-year term loan from DBS Bank Ltd
(Note 11).
Investment properties are stated at fair value based on valuations performed by independent professional
valuers. In determining the fair value, the valuers have used valuation methods which involve certain estimates.
The key assumptions used to determine the fair value of investment properties include market-corroborated
capitalisation yields, terminal yields and discount rates. The Manager is of the view that the valuation methods
and estimates are refl ective of the market conditions as at 30 September 2012.
The fair values are based on market values, being the estimated amount for which a property could be
exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction
after proper marketing wherein the parties have each acted knowledgeably, prudently and without compulsion.
The net change in fair value of the properties recognised in the Statements of Total Return is inclusive of
amortisation of lease incentives as follows:
Surplus on revaluation
Amortisation of lease incentives
Surplus on revaluation recognised in Statements of Total Return
Group and Trust
Group and Trust
2012
2012
$’000
$’000
102,047
(1,288)
100,759
2011
2011
$’000
$’000
99,396
(2,182)
97,214
The Group has no restrictions on the realisability of its investment properties and no contractual obligations to
purchase, construct or develop investment property or for repairs, maintenance or enhancements other than as
disclosed in Note 24.
4.
4.
FIXED ASSETS
FIXED ASSETS
CostCost
At beginning
Additions
Disposals
Write off
At end
Accumulated depreciation
Accumulated depreciation
At beginning
Charge for the year
Disposals
Write off
At end
Carrying amount
Carrying amount
At beginning
At end
Equipment, furniture
Equipment, furniture
and fi ttings
and fi ttings
Group and Trust
Group and Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
246
39
(8)
–
277
112
44
(8)
–
148
134
129
244
33
–
(31)
246
105
38
–
(31)
112
139
134
92 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
5.
5.
INVESTMENT IN SUBSIDIARY
INVESTMENT IN SUBSIDIARY
Unquoted equity investments, at cost
*
Denotes amount less than $500.
Details of the subsidiary are as follows:
Name of subsidiary
Name of subsidiary
Place of incorporation / business
Place of incorporation / business
FCT MTN Pte. Ltd. (1)
Singapore
(1)
Audited by Ernst & Young LLP, Singapore
Trust
Trust
2012
2012
$’000
$’000
*
2011
2011
$’000
$’000
*
Effective equity interest
Effective equity interest
held by the Trust
held by the Trust
2012
2012
%
100
2011
2011
%
100
FCT MTN Pte. Ltd. (“FCT MTN
FCT MTN”) is a wholly-owned subsidiary with share capital of $2 comprising 2 ordinary
shares. The principal activity of the subsidiary is the provision of treasury services, including lending to the Trust
the proceeds from issuance of notes under an unsecured multicurrency medium term note programme.
6.
6.
INVESTMENT IN ASSOCIATE
INVESTMENT IN ASSOCIATE
Quoted units, at cost
Share of post-acquisition reserves
- operations
- revaluation surplus
Translation difference
Allowance for impairment
Fair value of associate based on published price
quotation
Details of the associate are as follows:
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
2012
2012
$’000
$’000
2011
2011
$’000
$’000
67,806
55,273
67,806
55,273
2,619
13,524
(5,371)
78,578
(6,759)
71,819
2,140
7,460
(4,357)
60,516
(6,759)
53,757
–
–
–
67,806
(3,963)
63,843
–
–
–
55,273
(3,963)
51,310
69,940
50,974
69,940
50,974
Name of associate
Name of associate
Place of incorporation
Place of incorporation
/business
/business
Hektar Real Estate Investment Trust (1)
Malaysia
(1)
Audited by SJ Grant Thornton, Malaysia
Effective equity interest
Effective equity interest
held by the Trust
held by the Trust
2012
2012
%
31.17
2011
2011
%
31.06
Hektar Real Estate Investment Trust (“H-REIT
H-REIT”) is a real estate investment trust constituted in Malaysia by a
trust deed dated 5 October 2006. H-REIT units are listed on the Main Board of Bursa Malaysia Securities
Berhad. The principal investment objective of H-REIT is to invest in income-producing real estate in Malaysia
used primarily for retail purposes.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
93
6.
6.
INVESTMENT IN ASSOCIATE (cont’d)
INVESTMENT IN ASSOCIATE (cont’d)
In September 2012, the Trust acquired 25.5 million units in H-REIT for RM31.4 million, and its unitholding
increased to 31.17%.
As the results of H-REIT are not expected to be announced in suffi cient time to be included in the Group’s
results for the quarter ended 30 September 2012, the Group had estimated the results of H-REIT for the quarter
ended 30 September 2012 based on its results for the preceding quarter, adjusted for signifi cant transactions
and events occurring up to the reporting date of the Group, if any.
The following summarised fi nancial information relating to the associate has not been adjusted for the
percentage of ownership interest held by the Group:
Assets and liabilities
Assets and liabilities
Non-current assets
Current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Results
Results
Revenue
Expenses
Revaluation surplus
Total return for year
(2)
2012 (2)
2012
$’000
$’000
(3)
2011 (3)
2011
$’000
$’000
330,283
16,904
347,187
71,300
85,392
156,692
38,936
(23,507)
19,095
34,524
311,376
11,119
322,495
85,620
64,369
149,989
37,657
(22,050)
412
16,019
(2)
(3)
The fi nancial information is based on the latest available unaudited management accounts as at 30 June 2012 and for
the six months ended 30 June 2012 and the pro-rated six month results from the audited fi nancial statements for the
period ended 31 December 2011.
The fi nancial information is based on the unaudited management accounts as at 30 June 2011 and for the six months
ended 30 June 2011 and the pro-rated six month results from the audited fi nancial statements for the period ended 31
December 2010.
As at 30 September 2012, the associate’s property portfolio comprises Subang Parade in Selangor, Mahkota
Parade in Melaka and Wetex Parade in Muar, Johor. On 2 October 2012, the associate completed the
acquisition of Central Square and Landmark Central in Kedah.
7.
7.
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER RECEIVABLES
Trade receivables
Allowance for doubtful receivables
Net trade receivables
Deposits
Prepayments
Other receivables
Amount due from related company
Loan arrangement fees
Group and Trust
Group and Trust
2012
2012
$’000
$’000
2,397
(90)
2,307
68
324
1,318
–
2,285
6,302
2011
2011
$’000
$’000
3,225
(257)
2,968
54
60
2
162
2,201
5,447
94 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
7.
7.
TRADE AND OTHER RECEIVABLES (cont’d)
TRADE AND OTHER RECEIVABLES (cont’d)
Trade receivables are recognised at their original invoiced amounts which represent their fair values on initial
recognition.
(i)
Trade receivables that are past due but not impaired
The Group and the Trust have trade receivables amounting to $2,307,000 (2011: $2,968,000) that are
past due at the balance sheet date but not impaired. The aging of receivables at the balance sheet date
is as follows:
Trade receivables past due but not impaired:
Trade receivables past due but not impaired:
Less than 30 days
30 to 60 days
61 to 90 days
91 to 120 days
More than 120 days
(ii)
Trade receivables that are impaired
Group and Trust
Group and Trust
2012
2012
$’000
$’000
886
552
129
150
590
2,307
2011
2011
$’000
$’000
1,686
638
262
245
137
2,968
The Group’s and the Trust’s trade receivables that are impaired at the balance sheet date and the
movements of the allowance account used to record the impairment are as follows:
Trade receivables
Allowance for impairment
Movement in allowance account:
At beginning
Impairment loss recognised
Written back
Allowance utilised
At end
Group and Trust
Group and Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
90
(90)
–
257
130
(290)
(7)
90
257
(257)
–
19
257
(15)
(4)
257
Trade receivables that are individually determined to be impaired at the balance sheet date relate to
debtors that are in signifi cant diffi culties and have defaulted on payments. The allowance for impairment
recorded in relation to these receivables represents the amount in excess of the security deposits held as
collateral.
Based on the Group’s historical experience in the collection of trade receivables, the Manager believes
that there is no additional credit risk beyond those which have been provided for.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
95
8.
8.
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
For the purpose of the consolidated cash fl ow statement, cash and cash equivalents comprise the following at
the balance sheet date:
Cash at bank and on hand
Fixed deposits
Group and Trust
Group and Trust
2012
2012
$’000
$’000
17,869
5,000
22,869
2011
2011
$’000
$’000
14,490
16,000
30,490
The weighted average effective interest rate for fi xed deposits is 0.06% (2011: 0.19%) per annum.
9.
9.
TRADE AND OTHER PAYABLES
TRADE AND OTHER PAYABLES
Trade payables and accrued operating expenses
Amounts due to related parties (trade)
Deposits and advances
Interest payable
Other payables
Withholding tax
Fair value of interest rate swaps
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
15,819
4,522
3,301
3,424
82
829
11,891
39,868
2011
2011
$’000
$’000
17,231
4,990
3,066
3,374
120
–
12,243
41,024
2012
2012
$’000
$’000
15,826
4,522
3,301
3,424
82
829
11,891
39,875
2011
2011
$’000
$’000
17,235
4,990
3,066
3,374
120
–
12,243
41,028
Included in trade payables and accrued operating expenses is an amount due to the Trustee of $52,597 (2011:
$48,580).
Included in amounts due to related parties are amounts due to the Manager of $3,087,324 (2011: $4,155,923)
and the Property Manager of $1,434,103 (2011: $833,893) respectively. The amounts due to related parties are
unsecured, interest free and repayable within the next 3 months.
The Trust entered into contracts to exchange, at specifi ed intervals, the difference between fl oating rate and fi xed
rate interest amounts calculated by reference to the agreed notional amounts of the secured term loan. As at
balance sheet date, the Trust has interest rate swaps for:
(i)
notional contract amount of $100 million that mature in April 2015;
(ii)
notional contract amount of $159 million that mature in July 2016; and
(iii)
notional contract amount of $42 million that mature in June 2015.
The Group does not apply hedge accounting.
96 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
10.
10.
DEFERRED INCOME
DEFERRED INCOME
CostCost
At beginning
Additions
Fully amortised
At end
Accumulated amortisation
Accumulated amortisation
At beginning
Charge for the year
Fully amortised
At end
Net deferred income
Net deferred income
This comprises:
Current portion
Non-current portion
11.
11.
INTEREST-BEARING BORROWINGS
INTEREST-BEARING BORROWINGS
Non-current liabilities
Non-current liabilities
Term loans (secured)
Loan from subsidiary (unsecured)
Medium Term Notes (unsecured)
Current liabilities
Current liabilities
Loan from subsidiary (unsecured)
Medium Term Notes (unsecured)
Bridge loan (unsecured)
Group and Trust
Group and Trust
2012
2012
$’000
$’000
3,266
866
(1,320)
2,812
1,800
964
(1,320)
1,444
2011
2011
$’000
$’000
3,152
1,236
(1,122)
3,266
1,905
1,017
(1,122)
1,800
1,368
1,466
734
634
1,368
730
736
1,466
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
2012
2012
$’000
$’000
2011
2011
$’000
$’000
334,000
–
185,000
519,000
–
55,000
3,000
58,000
264,000
–
140,000
404,000
–
75,000
80,000
155,000
334,000
185,000
–
519,000
55,000
–
3,000
58,000
264,000
140,000
–
404,000
75,000
–
80,000
155,000
Notes to The Financial Statements
30 September 2012
Annual Report 2012
97
11.
11.
INTEREST-BEARING BORROWINGS (cont’d)
INTEREST-BEARING BORROWINGS (cont’d)
a)
Term loans (secured)
The Trust obtained a $264 million 5-year secured term loan under a facility agreement dated 29
November 2010 between (i) the Trustee, as borrower and (ii) DBS Bank Ltd, Oversea-Chinese Banking
$264 million Secured Term Loan”).
Corporation Limited and Standard Chartered Bank, as lenders (the “$264 million Secured Term Loan
The Secured Term Loan bears interest at the swap-offer rate plus a margin. The expected maturity date
of the loan falls in July 2016.
In December 2011, FCT entered into a facility agreement with DBS Bank Ltd for a secured fi ve-year term
loan of $70 million (the “$70 million Secured Term Loan
$70 million Secured Term Loan”) to refi nance the unsecured bank borrowings
from DBS Bank.
The $264 million Secured Term Loan is principally secured by the following:
a mortgage over Northpoint;
an assignment of the rights, benefi ts, title and interest of the Trust in, under and arising out of the
insurances effected in respect of Northpoint;
an assignment and charge of the rights, benefi ts, title and interest of the Trust in, under and
arising out of the tenancy agreements, the sale agreements, the performance guarantees
(including sale proceeds and rental proceeds) and the bank accounts arising from, relating to or in
connection with Northpoint;
a fi rst fi xed and fl oating charge over all present and future assets of the Trust in connection with
Northpoint.
The $70 million Secured Term Loan is principally secured by the following:
a mortgage over Bedok Point;
an assignment of the rights, benefi ts, title and interest of the Trust in, under and arising out of the
insurances effected in respect of Bedok Point;
an assignment and charge of the rights, benefi ts, title and interest of the Trust in, under and
arising out of the tenancy agreements, the sale agreements, the performance guarantees
(including sale proceeds and rental proceeds) and the bank accounts arising from, relating to or in
connection with Bedok Point; and
a fi rst fi xed and fl oating charge over all present and future assets of the Trust in connection with
Bedok Point.
b)
Medium Term Notes (unsecured)
On 7 May 2009, the Group through its subsidiary, FCT MTN, established a $500,000,000 Multicurrency
Medium Term Note Programme (“FCT MTN Programme
FCT MTN Programme”). Under the FCT MTN Programme, FCT MTN
may, subject to compliance with all relevant laws, regulations and directives, from time to time issue notes
(the “NotesNotes”) in Singapore dollars or any other currency.
The Notes may be issued in various amounts and tenors, and may bear interest at fi xed, fl oating, hybrid
or variable rates of interest. Hybrid notes or zero coupon notes may also be issued under the FCT MTN
Programme.
The Notes shall constitute direct, unconditional, unsubordinated and unsecured obligations of FCT MTN
ranking pari passu, without any preference or priority among themselves, and pari passu with all other
present and future unsecured obligations (other than subordinated obligations and priorities created
by law) of FCT MTN. All sums payable in respect of the Notes are unconditionally and irrevocably
guaranteed by the Trustee.
98 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
11.
11.
INTEREST-BEARING BORROWINGS (cont’d)
INTEREST-BEARING BORROWINGS (cont’d)
b)
Medium Term Notes (unsecured) (cont’d)
As at 30 September 2012, the aggregate balance of the Notes issued by the Group under the FCT MTN
Programme amounted to $240 million (2011: $215 million), consisting of:
(i)
(ii)
(iii)
(iv)
(v)
$55 million (2011: $55 million) Fixed Rate Notes which mature on 12 February 2013 and bear a
fi xed interest rate of 2.83% per annum payable semi-annually in arrear;
$25 million (2011: $25 million) Fixed Rate Notes which mature on 12 February 2015 and bear a
fi xed interest rate of 3.50% per annum payable semi-annually in arrear;
$60 million (2011: $60 million) Fixed Rate Notes which mature on 24 January 2014 and bear a
fi xed interest rate of 2.80% per annum payable semi-annually in arrear;
$70 million (2011: $Nil) Fixed Rate Notes which mature on 12 June 2015 and bear a fi xed interest
rate of 2.30% per annum payable semi-annually; and
$30 million (2011: $Nil) Fixed Rate Notes which mature on 12 June 2017 and bear a fi xed interest
rate of 2.85% per annum payable semi-annually.
$75 million Fixed Rate Notes which bear a fi xed interest rate of 4.80% per annum were repaid in June
2012.
c)
Unsecured revolving credit and bridge loan facilities
The Trust has obtained unsecured revolving credit and bridge loan facilities amounting to $30 million
(2011: $190 million). As at 30 September 2012, total borrowings drawn down by the Trust on these
facilities amounted to $3 million (2011: $80 million).
12. 12.
TRANSLATION RESERVE
TRANSLATION RESERVE
The translation reserve represents exchange differences arising from the translation of the fi nancial statements of
foreign operations whose functional currency is different from that of the Group’s presentation currency.
At beginning
Net effect of exchange differences arising from translation of fi nancial statements of
foreign operations
At end
GroupGroup
2012
2012
$’000
$’000
4,357
1,014
5,371
2011
2011
$’000
$’000
3,013
1,344
4,357
Notes to The Financial Statements
30 September 2012
Annual Report 2012
99
13.
13.
UNITS IN ISSUE
UNITS IN ISSUE
Units in issue
Units in issue
At beginning
Issue of Units
Issue of Units
- private placement
- issued as satisfaction of acquisition fee
- issued as satisfaction of asset management fees
At end
Units to be issued
Units to be issued
- as asset management fees payable in Units
- as acquisition fees payable in Units
Total issued and issuable Units at end
Group and Trust
Group and Trust
2012
2012
2011
2011
No. of Units No. of Units
No. of Units
No. of Units
’000
’000
’000
’000
819,817
767,276
–
914
2,469
823,200
323
–
823,523
48,000
–
4,541
819,817
1,272
914
822,003
Each Unit in the Trust represents an undivided interest in the Trust. The rights and interests of Unitholders are
contained in the Trust Deed and include the rights to:
Receive income and other distributions attributable to the Units held;
Participate in the termination of the Trust by receiving a share of all net cash proceeds derived from the
realisation of the assets of the Trust less any liabilities, in accordance with their proportionate interests in
the Trust. However, a Unitholder has no equitable or proprietary interest in the underlying assets of the
Trust and is not entitled to the transfer to it of any assets (or part thereof) or of any estate or interest in
any assets (or part thereof) of the Trust;
Attend all Unitholders’ meetings. The Trustee or the Manager may (and the Manager shall at the request
in writing of not less than 50 Unitholders or one-tenth in number of the Unitholders, whichever is lesser)
at any time convene a meeting of Unitholders in accordance with the provisions of the Trust Deed; and
One vote per Unit.
The restrictions of a Unitholder include the following:
A Unitholder’s right is limited to the right to require due administration of the Trust in accordance with the
provisions of the Trust Deed; and
A Unitholder has no right to request the Manager to redeem his Units while the Units are listed on SGX-
ST.
A Unitholder’s liability is limited to the amount paid or payable for any Units in the Trust. The provisions of the
Trust Deed provide that no Unitholders will be personally liable to indemnify the Trustee or any creditor of the
Trustee in the event that liabilities of the Trust exceed its assets.
14.
14.
NET ASSET VALUE PER UNIT
NET ASSET VALUE PER UNIT
Net asset value per Unit is based on:
Net assets
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
2012
2012
$’000
$’000
2011
2011
$’000
$’000
1,263,030
1,151,858
1,255,047
1,149,407
’000
’000
’000
’000
’000
’000
’000
’000
Total issued and issuable Units (Note 13)
823,523
822,003
823,523
822,003
100 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
15. GROSS REVENUE
15. GROSS REVENUE
Gross rental income
Turnover rental income
Carpark income
Others
16.
16.
PROPERTY EXPENSES
PROPERTY EXPENSES
Property tax
Utilities
Maintenance
Property management fees
Marketing expenses
Allowance for doubtful receivables
Receivables written back
Bad debts written off
Depreciation
Staff costs (1)
Carpark expenses
Others
(1)
Relates to reimbursement of staff costs paid/payable to the Property Manager.
The Group does not have any employees.
17.
17.
BORROWING COSTS
BORROWING COSTS
Interest expense
Amortisation of loan arrangement fees
18.
18.
ASSET MANAGEMENT FEES
ASSET MANAGEMENT FEES
Group and Trust
Group and Trust
2012
2012
$’000
$’000
131,280
7,404
3,779
4,740
147,203
2011
2011
$’000
$’000
103,645
6,285
3,180
4,774
117,884
Group and Trust
Group and Trust
2012
2012
$’000
$’000
11,631
6,885
9,507
5,697
4,243
130
(290)
–
44
2,187
1,928
811
42,773
2011
2011
$’000
$’000
9,951
5,547
7,998
4,537
3,158
257
(15)
2
38
1,871
1,266
656
35,266
Group and Trust
Group and Trust
2012
2012
$’000
$’000
17,574
671
18,245
2011
2011
$’000
$’000
18,656
478
19,134
An aggregate of 1,519,456 (2011: 5,516,414) Units were issued or are issuable to the Manager as satisfaction of
the asset management fees payable.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
101
19.
19.
TAXATION
TAXATION
Reconciliation of effective tax
Reconciliation of effective tax
Net income
Income tax using Singapore tax rate of 17%
(2011: 17%)
Non-tax deductible items
Income not subject to tax
Income exempt from tax
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
2012
2012
$’000
$’000
2011
2011
$’000
$’000
74,040
53,051
74,037
53,049
12,587
754
658
(13,999)
–
9,019
1,278
647
(10,944)
–
12,586
754
658
(13,998)
–
9,019
1,278
647
(10,944)
–
20.
20.
EARNINGS PER UNIT
EARNINGS PER UNIT
The calculation of basic earnings per Unit is based on the weighted average number of Units during the year and
total return for the year.
GroupGroup
Trust
Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
2012
2012
$’000
$’000
2011
2011
$’000
$’000
Total return for year after tax
185,567
152,263
179,021
151,486
Weighted average number of Units in issue
’000
’000
822,658
’000
’000
773,696
’000
’000
822,658
’000
’000
773,696
Diluted earnings per Unit is the same as basic earnings per Unit as there is no dilutive instrument in issue during
the year.
21.
21.
SIGNIFICANT RELATED PARTY TRANSACTIONS
SIGNIFICANT RELATED PARTY TRANSACTIONS
During the fi nancial year, other than the transactions disclosed in the fi nancial statements, the following related
party transactions were carried out in the normal course of business on arm’s length commercial terms:
Property management fees and reimbursement of expenses paid/payable to the
Property Manager (1)
Acquisition fees payable/paid to the Manager in connection with the acquisition of
investment properties (1)
Reimbursement of expenses paid/payable to the Manager
Reimbursement of expenses paid/payable to a subsidiary of a Unitholder
Acquisition of properties from a subsidiary of a Unitholder
Group and Trust
Group and Trust
2012
2012
$’000
$’000
13,119
2011
2011
$’000
$’000
9,993
–
1,270
36
248
–
24
85
127,000
(1)
In accordance with service agreements in relation to management of the Trust and its property operations.
102 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
22.
22.
FINANCIAL RISK MANAGEMENT
FINANCIAL RISK MANAGEMENT
(a)
Capital management
The primary objective of the Group’s and the Trust’s capital management is to ensure that it maintains a
strong and healthy capital structure in order to support its business and maximise Unitholder value.
The Group is subject to the aggregate leverage limit as defi ned in the Property Fund Guidelines of the
CIS Code. The CIS Code stipulates that borrowings and deferred payments (together the “Aggregate
Aggregate
Leverage”) of a property fund should not exceed 35.0% of the fund’s depository property. The
Leverage
Aggregate Leverage of a property fund may exceed 35.0% of its depository property (up to a maximum
of 60.0%) only if a credit rating from Fitch Inc., Moody’s or Standard and Poor’s is obtained and disclosed
to the public.
As at 30 September 2012, the Group’s and the Trust’s Aggregate Leverage stood at 30.1% (2011:
31.3%) of its depository property, which is within the limit set by the Property Fund Guidelines. The Trust
has maintained its corporate ratings of “Baa1” from Moody’s and “BBB+” from Standard and Poor’s.
(b)
Financial risk management objectives and policies
Exposure to credit, interest rate and liquidity risks arises in the normal course of the Group’s business.
The Manager continually monitors the Group’s and the Trust’s exposure to the above risks. There has
been no change to the Group’s exposure to these fi nancial risks or the manner in which it manages and
measures risks.
(i)
Credit risk
Credit risk is the potential fi nancial loss resulting from the failure of a customer or counterparty to
settle its fi nancial and contractual obligations to the Group as and when they fall due.
The Group’s objective is to seek continual revenue growth while minimising losses incurred due
to increased credit risk exposure. The Manager has established credit limits for customers and
monitors their balances on an ongoing basis. Credit evaluations are performed by the Manager
before lease agreements are entered into with customers. Credit risk is also mitigated by the
rental deposits held for each of the customers. In addition, receivables are monitored on an
ongoing basis with the result that the Group’s exposure to bad debts is not signifi cant.
The Manager has established an allowance account for impairment that represents its estimate
of losses in respect of trade receivables due from specifi c customers. Subsequently when the
Group is satisfi ed that no recovery of such losses is possible, the fi nancial asset is considered
irrecoverable and the amount charged to the allowance account is written off against the carrying
amount of the impaired fi nancial asset.
The maximum exposure to credit risk is represented by the carrying value of each fi nancial asset
on the Balance Sheet. At the balance sheet date, approximately 11.6% (2011: 23.6%) of the
Group’s and the Trust’s trade receivables were due from 5 tenants who are reputable companies
located in Singapore.
Trade and other receivables that are neither past due nor impaired represent creditworthy debtors
with good payment record with the Group. Cash and fi xed deposits are placed with a local bank
regulated by the MAS.
Information regarding fi nancial assets that are either past due or impaired is disclosed in Note 7.
(ii)
Interest rate risk
The Group’s exposure to changes in interest rates relates primarily to its interest-earning fi nancial
assets and interest-bearing fi nancial liabilities. Interest rate risk is managed by the Manager on an
on-going basis with the primary objective of limiting the extent to which net interest expense could
be affected by adverse movements in interest rates. The Manager adopts a policy of fi xing the
interest rates for a portion of its outstanding borrowings using fi nancial derivatives or other suitable
fi nancial products.
Notes to The Financial Statements
30 September 2012
Annual Report 2012
103
22.
22.
FINANCIAL RISK MANAGEMENT (cont’d)
FINANCIAL RISK MANAGEMENT (cont’d)
(b)
Financial risk management objectives and policies (cont’d)
(ii)
Interest rate risk (cont’d)
The Group’s exposure to interest rate risk is not signifi cant as it relates primarily to the remaining
portion of the secured term loans that have not been hedged using interest rate swaps and the
fl oating rate bridge loan as disclosed in Note 11.
Sensitivity analysis for interest rate risk
It is estimated that a hundred basis points increase or decrease in interest rate at the balance
sheet date, with all other variables held constant, would decrease or increase the Group’s total
return for the year and Unitholders’ funds by approximately $9,373,000 (2011: $3,634,000),
arising mainly as a result of change in the fair value of interest rate swap instruments.
(iii)
Liquidity risk
Liquidity risk is the risk that the Group will encounter diffi culty in meeting fi nancial obligations
due to shortage of funds. The Group’s objective is to maintain suffi cient cash on demand to
meet expected operational expenses for a reasonable period, including the servicing of fi nancial
obligations. The Manager monitors and maintains a level of cash and cash equivalents deemed
adequate to fi nance the Group’s operations and to mitigate the effects of fl uctuations in cash
fl ows. In addition, the Manager monitors and observes the CIS Code issued by the MAS
concerning limits on total borrowings.
The table below summarises the maturity profi le of the Group’s and the Trust’s fi nancial liabilities at
the balance sheet date based on contractual undiscounted payments.
As at 30 September 2012
As at 30 September 2012
Group
Group
Trade and other payables
Derivative fi nancial instruments
Security deposits
Interest-bearing borrowings
Trust
Trust
Trade and other payables
Derivative fi nancial instruments
Security deposits
Interest-bearing borrowings
As at 30 September 2011
As at 30 September 2011
GroupGroup
Trade and other payables
Derivative fi nancial instruments
Security deposits
Interest-bearing borrowings
Trust
Trust
Trade and other payables
Derivative fi nancial instruments
Security deposits
Interest-bearing borrowings
WithinWithin
1 year
1 year
$’000
$’000
1 to 5
1 to 5
years
years
$’000
$’000
Total
Total
$’000
$’000
27,977
11,891
14,637
72,783
127,288
27,984
11,891
14,637
72,783
127,295
28,781
12,243
15,332
169,916
226,272
28,785
12,243
15,332
169,916
226,276
–
–
22,627
547,490
570,117
–
–
22,627
547,490
570,117
–
–
19,668
434,694
454,362
–
–
19,668
434,694
454,362
27,977
11,891
37,264
620,273
697,405
27,984
11,891
37,264
620,273
697,412
28,781
12,243
35,000
604,610
680,634
28,785
12,243
35,000
604,610
680,638
104 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
22.
22.
FINANCIAL RISK MANAGEMENT (cont’d)
FINANCIAL RISK MANAGEMENT (cont’d)
(c)
Fair values
The following summarises the signifi cant methods and assumptions used in estimating the fair values of
fi nancial instruments of the Group and the Trust.
Derivative fi nancial instruments
The fair value of interest rate swaps are derived by discounting estimated future cash fl ows based on
the terms and maturity of each contract and using market interest rates for a similar instrument at the
measurement date.
Non-derivative financial liabilities – non-current portion of security deposits and interest-bearing
borrowings
Fair values, which are determined for disclosure purposes, are estimated by discounting expected future
cash fl ows at market incremental lending rates for similar types of lending or borrowing arrangements at
the balance sheet date.
Other non-derivative fi nancial assets and liabilities
The carrying amounts of fi nancial assets and liabilities with a maturity of less than one year (including
trade and other receivables, cash and cash equivalents, current portion of security deposits and interest-
bearing borrowings, and trade and other payables) are reasonable approximation of fair values, either due
to their short-term nature or that they are fl oating rate instruments that are re-priced to market interest
rates on or near the balance sheet date.
The fair value of fi nancial liabilities by classes that are not carried at fair value and whose carrying
amounts are not reasonable approximation of fair value are as follows:
As at 30.9.2012
As at 30.9.2012
$’000
$’000
As at 30.9.2011
As at 30.9.2011
$’000
$’000
Carrying
Carrying
amount
amount
Fair value
Fair value
Carrying
Carrying
amount
amount
Fair value
Fair value
519,000
22,036
541,036
530,546
22,064
552,610
404,000
18,833
422,833
412,956
19,147
432,103
Group and Trust
Group and Trust
Financial liabilities:
Financial liabilities:
Interest-bearing borrowings (non-current)
Security deposits (non-current)
Fair value hierarchy
The table below analyses fi nancial instruments carried at fair value, by valuation method. The different
levels have been defi ned as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2:
inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
Level 3:
inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
Notes to The Financial Statements
30 September 2012
Annual Report 2012
105
22.
22.
FINANCIAL RISK MANAGEMENT (cont’d)
FINANCIAL RISK MANAGEMENT (cont’d)
(c)
Fair values (cont’d)
At 30 September 2012
At 30 September 2012
Interest rate swaps
At 30 September 2011
At 30 September 2011
Interest rate swaps
Level 1
Level 1
$’000
$’000
Level 2
Level 2
$’000
$’000
Level 3
Level 3
$’000
$’000
Total
Total
$’000
$’000
–
–
–
–
11,891
11,891
12,243
12,243
–
–
–
–
11,891
11,891
12,243
12,243
During the fi nancial years ended 30 September 2012 and 2011, there have been no transfers between
the respective levels.
23.
23.
SEGMENT REPORTING
SEGMENT REPORTING
Business segments
The Group is in the business of investing in the following shopping malls, which are considered to be the main
business segments: Causeway Point, Northpoint, Anchorpoint, YewTee Point and Bedok Point. All these
properties are located in Singapore.
Management monitors the operating results of the business segments separately for the purpose of making
decisions about resource allocation and performance assessment. Segment information is presented in respect
of the Group’s business segments, based on its management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can
be allocated on a reasonable basis. Unallocated items comprise mainly income-earning assets, interest-bearing
borrowings and their related revenue and expenses.
Segment capital expenditure is the total costs incurred during the year to acquire segment assets that are
expected to be used for more than one year.
Geographical segments
The Group’s operations are primarily in Singapore except for its associate, for which operations are in Malaysia.
106 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
23.
23.
SEGMENT REPORTING (cont’d)
SEGMENT REPORTING (cont’d)
(a)
Business segments
Causeway
Causeway
Point Northpoint
Point
$’000
$’000
$’000
$’000
Anchorpoint
Northpoint Anchorpoint
$’000
$’000
YewTee
YewTee
Point
Point
$’000
$’000
Bedok
Bedok
Point
Point
$’000
$’000
GroupGroup
$’000
$’000
20122012
Revenue and expenses
Gross rental income
Others
Gross revenue
59,029
7,478
66,507
41,557
5,112
46,669
7,668
771
8,439
11,587
1,537
13,124
11,439
1,025
12,464
131,280
15,923
147,203
Segment net property income
48,584
33,362
4,811
9,628
8,045
104,430
52,989
36,147
2,889
9,034
(300)
7
(30,397)
74,040
352
10,416
100,759
185,567
Causeway
Causeway
Point Northpoint
Point
$’000
$’000
$’000
$’000
Northpoint Anchorpoint
Anchorpoint
$’000
$’000
YewTee
YewTee
Point
Point
$’000
$’000
Bedok
Bedok
Point
Point
$’000
$’000
GroupGroup
$’000
$’000
Interest income
Unallocated expenses
Net income
Unrealised gain from fair
valuation of derivatives
Share of results of associate
Surplus on revaluation of
investment properties
Total return for the year
20112011
Revenue and expenses
Gross rental income
Others
Gross revenue
44,992
6,571
51,563
39,870
5,166
45,036
7,113
915
8,028
11,414
1,574
12,988
Segment net property income
35,477
33,178
4,413
9,393
Interest income
Unallocated expenses
Net income
Unrealised loss from fair
valuation of derivatives
Share of results of associate
Surplus on revaluation of
investment properties
Total return for the year
56,311
31,468
2,123
7,922
(610)
256
13
269
157
103,645
14,239
117,884
82,618
13
(29,580)
53,051
(2,581)
4,579
97,214
152,263
Notes to The Financial Statements
30 September 2012
Annual Report 2012
107
23.
23.
SEGMENT REPORTING (cont’d)
SEGMENT REPORTING (cont’d)
(a)
Business segments (cont’d)
Causeway
Causeway
Point Northpoint
Point
$’000
$’000
$’000
$’000
Northpoint Anchorpoint
Anchorpoint
$’000
$’000
YewTee
YewTee
Point
Point
$’000
$’000
Bedok
Bedok
Point
Point
$’000
$’000
GroupGroup
$’000
$’000
896,039
573,041
82,390
148,321
133,988
1,833,779
71,819
11,521
1,917,119
29,486
15,834
3,161
4,562
4,363
57,406
85
(168)
1,159
16
1
(1)
(269)
5
15,852
6
1,123
3
24
(25)
111
6
–
–
–
(81)
(42)
11
8
2
20
(15)
329
6
(30)
28
Causeway
Causeway
Point Northpoint
Point
$’000
$’000
$’000
$’000
Northpoint Anchorpoint
Anchorpoint
$’000
$’000
YewTee
YewTee
Point
Point
$’000
$’000
Bedok
Bedok
Point
Point
$’000
$’000
825,156
536,247
78,706
139,421
128,162
19,683
577,000
654,089
130
(290)
1,288
44
16,953
39
GroupGroup
$’000
$’000
1,707,692
53,757
25,379
1,786,828
28,138
16,221
2,991
4,665
3,219
55,234
20,736
559,000
634,970
168
–
–
2,846
15
30,843
7
–
–
–
(635)
5
(833)
8
2
2
–
(123)
8
–
3
87
–
(15)
79
10
–
–
–
15
–
257
2
(15)
2,182
38
–
15
128,594
–
158,604
33
As at 30 September 2012
As at 30 September 2012
Assets and liabilities
Segment assets
Investment in associate
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
- trade and other payables
- interest-bearing borrowings
Total liabilities
Other segmental information
Allowance for doubtful
receivables
Receivables written back
Amortisation of lease incentives
Depreciation
Capital expenditure
- Investment properties
- Fixed assets
As at 30 September 2011
As at 30 September 2011
Assets and liabilities
Segment assets
Investment in associate
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
- trade and other payables
- interest-bearing borrowings
Total liabilities
Other segmental information
Allowance for doubtful
receivables
Bad debts written off
Receivables written back
Amortisation of lease incentives
Depreciation
Capital expenditure
- Investment properties
- Fixed assets
108 Frasers Centrepoint Trust
Notes to The Financial Statements
30 September 2012
24.
24.
COMMITMENTS
COMMITMENTS
Capital expenditure contracted but not provided for:
- contracted but not provided for
- authorised but not contracted for
Group and Trust
Group and Trust
2012
2012
$’000
$’000
17,881
6,730
24,611
2011
2011
$’000
$’000
18,964
19,106
38,070
The Group and the Trust lease out their investment properties. Non-cancellable operating lease rentals
receivable are as follows:
Receivable:
Within 1 year
After 1 year but within 5 years
After 5 years
25.
25.
CONTINGENT LIABILITY
CONTINGENT LIABILITY
Group and Trust
Group and Trust
2012
2012
$’000
$’000
2011
2011
$’000
$’000
125,598
146,142
457
272,197
106,473
139,809
31
246,313
Pursuant to the tax transparency ruling from the IRAS, the Trustee and the Manager have provided a tax
indemnity for certain types of tax losses, including unrecovered late payment penalties, that may be suffered
by IRAS should IRAS fail to recover from Unitholders tax due or payable on distributions made to them without
deduction of tax, subject to the indemnity amount agreed with the IRAS. The amount of indemnity, as agreed
with IRAS, is limited to the higher of $500,000 or 1.0% of the taxable income of the Trust each year. Each yearly
indemnity has a validity period of the earlier of seven years from the relevant year of assessment and three years
from the termination of the Trust.
26.
26.
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS
On 23 October 2012, the Manager declared a distribution of $22,317,000 to Unitholders in respect of the period
from 1 July 2012 to 30 September 2012.
On 25 October 2012, the Trust issued 322,655 new Units at a price of $1.7885 per Unit in payment of 20% of
its management fees for the period from 1 July 2012 to 30 September 2012.
27.
27.
FINANCIAL RATIOS
FINANCIAL RATIOS
Expenses to weighted average net assets (1):
- including performance component of asset management fees
- excluding performance component of asset management fees
Portfolio turnover rate (2)
GroupGroup
2012
2012
%
1.04
0.59
–
2011
2011
%
1.05
0.63
–
(1)
(2)
The annualised ratios are computed in accordance with the guidelines of Investment Management Association of
Singapore. The expenses used in the computation relate to expenses of the Trust, excluding property expenses,
interest expense and income tax expense.
The annualised ratios are computed based on the lesser of purchases or sales of underlying investment properties of
the Group expressed as a percentage of daily average net asset value.
Annual Report 2012
109
Statistics of Unitholders
As at 30 November 2012
Issued and Fully Paid-Up Units
Issued and Fully Paid-Up Units
There were 823,522,544 Units (voting rights: one vote per Unit) outstanding as at 30 November 2012.
There is only one class of Units.
The market capitalisation was $1,634,692,000 based on closing unit price of $1.985 on 30 November 2012.
Top Twenty Unitholders
Top Twenty Unitholders
As at 30 November 2012
Unitholders
S/NoS/No Unitholders
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
FCL Trust Holdings Pte. Ltd.
DBSN Services Pte. Ltd.
HSBC (Singapore) Nominees Pte. Ltd.
Citibank Nominees Singapore Pte. Ltd.
DNS Nominees Pte. Ltd.
Frasers Centrepoint Asset Management Ltd.
Raffl es Nominees (Pte) Ltd.
NTUC Fairprice Co-Operative Limited
DB Nominees (S) Pte. Ltd.
United Overseas Bank Nominees Pte. Ltd.
Bank Of Singapore Nominees Pte. Ltd.
BNP Paribas Securities Services (Singapore)
BNP Paribas Nominees Singapore Pte. Ltd.
OCBC Securities Private Ltd.
Merrill Lynch (Singapore) Pte. Ltd.
Ng Say Ban
Maybank Kim Eng Securities Pte. Ltd.
Nomura Securities Singapore Pte. Ltd.
Morgan Stanley Asia (Singapore) Securities Pte. Ltd.
UOB Kay Hian Pte. Ltd.
% of Total
Number of Units % of Total
Number of Units
313,500,000
114,626,646
94,363,574
87,770,144
42,082,965
23,892,544
14,106,882
13,993,000
13,480,564
13,365,700
5,115,000
4,635,000
2,885,000
2,559,000
2,414,075
1,980,000
1,971,136
1,233,150
1,232,433
1,028,000
38.07%
13.92%
11.46%
10.66%
5.11%
2.90%
1.71%
1.70%
1.64%
1.62%
0.62%
0.56%
0.35%
0.31%
0.29%
0.24%
0.24%
0.15%
0.15%
0.12%
Total
Total
756,234,813
756,234,813
91.83%91.83%
Manager’s Directors’ Unitholdings
Manager’s Directors’ Unitholdings
As at 15 November 2012
Name of Director
Name of Director
Mr Anthony Cheong Fook Seng
Mr Bobby Chin Yoke Choong
Mr Lim Ee Seng
Mr Soh Kim Soon
Mr Christopher Tang Kok Kai
Number of FCT Units held
Number of FCT Units held
Direct Interest
Direct Interest
Deemed Interest
Deemed Interest
50,000
–
200,000
100,000
50,000
–
100,000
–
–
620,000
110 Frasers Centrepoint Trust
Statistics of Unitholders
As at 30 November 2012
Substantial Unitholders
Substantial Unitholders
As at 30 November 2012
Unitholders
Unitholders
Number of Units
Number of Units
%
Number of Units
Number of Units
%
Total Number of
Total Number of
Units Held
Units Held
%
Direct Interest
Direct Interest
Deemed Interest
Deemed Interest
Fraser and Neave,
Limited(1)
Frasers Centrepoint
Limited(1)
Thai Beverage Public
Company Limited(2)
International
Beverage Holdings
Limited(2)
Schroder Investment
Management Group
The Capital Group
Companies, Inc.
–
–
–
–
–
–
–
–
–
–
–
–
337,392,544
40.969%
337,392,544
40.969%
337,392,544
40.969%
337,392,544
40.969%
337,392,544
40.969%
337,392,544
40.969%
337,392,544
40.969%
337,392,544
40.969%
66,168,000(3)
8.035%
66,168,000
8.035%
53,464,000(4)
6.492%
53,464,000
6.492%
(1)
(2)
Fraser and Neave, Limited (“F&NL”) and Frasers Centrepoint Limited (“FCL”) are deemed to be interested in the 337,392,544
Units, comprising 313,500,000 Units held by FCL Trust Holdings Pte. Ltd. and 23,892,544 Units held by the Manager, Frasers
Centrepoint Asset Management Ltd. Both FCL Trust Holdings Pte. Ltd. and Frasers Centrepoint Asset Management Ltd. are
wholly-owned subsidiaries of FCL, which in turn is a wholly-owned subsidiary of F&NL.
On 14 August 2012, Thai Beverage Public Company Limited announced the completion of the acquisition of 313,036,775
ordinary shares in the capital of F&NL via its wholly-owned subsidiary, International Beverage Holdings Limited. Following the
completion, each of Thai Beverage Public Company Limited and International Beverage Holdings Limited is considered to have
a deemed interest in the Units in which F&N has an interest.
(3)
Based on information provided by Schroder Investment (Singapore) Ltd. on 12 November 2012.
(4)
Based on information provided by The Capital Group Companies, Inc. on 21 November 2012.
Distribution of Holdings
Distribution of Holdings
Size of Holdings
Size of Holdings
1 to 999
1,000 to 10,000
10,001 to 1,000,000
1,000,001 and above
Grand Total
Grand Total
Location of Unitholders
Location of Unitholders
Country
Country
Singapore
Malaysia
Others
Grand Total
Grand Total
Free Float
Free Float
Number of
Number of
Unitholders
Unitholders
Percentage of
Percentage of
Unitholders
Unitholders
Number of Units
Number of Units
Percentage of
Percentage of
UnitsUnits
17
2,942
917
20
3,896
3,896
0.44%
75.51%
23.54%
0.51%
100.00%
100.00%
2,696
13,228,035
54,057,000
756,234,813
823,522,544
823,522,544
0.00%
1.61%
6.56%
91.83%
100.00%
100.00%
Number of
Number of
Unitholders
Unitholders
Percentage of
Percentage of
Unitholders
Unitholders
Number of Units
Number of Units
Percentage of
Percentage of
UnitsUnits
3,761
80
55
3,896
3,896
96.53%
2.05%
1.42%
100.00%
100.00%
820,460,044
2,146,000
916,500
823,522,544
823,522,544
99.63%
0.26%
0.11%
100.00%
100.00%
Based on information made available to the Manager, no less than 10 per cent of the Units were held in the hands of
the public and this complies with Rule 723 of the Listing Manual of the Singapore Exchange Securities Trading Limited.
Additional Information
Annual Report 2012
111
Related Party Transactions
Related Party Transactions
The transactions entered into with related parties during the fi nancial period and which fall within the Listing Manual of
the CIS Code, are as follows:
Name of Related Party
Name of Related Party
Frasers Centrepoint Limited and its subsidiaries
Frasers Centrepoint Limited and its subsidiaries
- Asset management fees1
- Property management fees
- Reimbursement of expenses
- Project Management Fees
HSBC Institutional Trust Services (Singapore) Limited
HSBC Institutional Trust Services (Singapore) Limited
- Trustee’s fees
Aggregate value of all related
Aggregate value of all related
party transactions during the
party transactions during the
fi nancial period under review
fi nancial period under review
(excluding transactions of less
(excluding transactions of less
than $100,000 each)
than $100,000 each)
$’000
$’000
10,713
4,423
1,857
535
309
Saved as disclosed above, there were no additional related party transactions (excluding transactions of less than
$100,000 each) entered into during the fi nancial period under review.
Please also see Signifi cant Related Party Transactions in Note 21 in the fi nancial statements.
Rules 905 and 906 of the Listing Manual are not applicable if such related party transactions are made on the basis of,
and in accordance with, the terms and conditions set out in the Trust prospectus dated 27 June 2006 and therefore
would not be subject to Audit Committee review / approval.
Subscription of the Trust Units
Subscription of the Trust Units
As at 30 September 2012, an aggregate of 823,199,889 Units were in issue. On 25 October 2012, the Trust issued
322,655 Units to the Manager as asset management fees for the period from 1 July 2012 to 30 September 2012.
Non-deal Roadshow Expenses
Non-deal Roadshow Expenses
Non-deal roadshow expenses of $29,669 (2011: $28,278) were incurred during the year ended 30 September 2012.
112 Frasers Centrepoint Trust
Notice of Annual General Meeting
(a real estate investment trust constituted on 5 June 2006 under the laws of the Republic of Singapore)
Sponsored by Frasers Centrepoint Limited, a wholly-owned subsidiary of Fraser and Neave, Limited
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 4th Annual General Meeting of FRASERS CENTREPOINT TRUST (“FCTFCT”) will be
NOTICE IS HEREBY GIVEN
held at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 on 22 January 2013 at 2.30 p.m. for the
following purposes:-
ROUTINE BUSINESS
ROUTINE BUSINESS
Resolution (1)
Resolution (1)
1.
To receive and adopt the Report of the Trustee issued by HSBC Institutional Trust Services (Singapore)
Trustee”), the Statement by the Manager issued by Frasers Centrepoint Asset
Limited, as trustee of FCT (the “Trustee
Manager”) and the Audited Financial Statements of FCT for the year
Management Ltd., as manager of FCT (the “Manager
ended 30 September 2012.
Resolution (2)
Resolution (2)
2.
To re-appoint Ernst & Young LLP as Auditors of FCT to hold offi ce until the conclusion of the next Annual
General Meeting, and to authorise the Manager, to fi x their remuneration.
SPECIAL BUSINESS
SPECIAL BUSINESS
To consider and, if thought fi t, to pass the following Ordinary Resolutions, with or without any modifi cations:
Resolution (3)
Resolution (3)
3.
That authority be and is hereby given to the Manager, to
(a)
(i)
(ii)
issue units in FCT (“UnitsUnits”) whether by way of rights, bonus or otherwise; and/or
make or grant offers, agreements or options (collectively, “Instruments
Instruments”) that might or would
require Units to be issued, including but not limited to the creation and issue of (as well as
adjustments to) securities, warrants, debentures or other instruments convertible into Units,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Manager may in its absolute discretion deem fi t; and
(b)
issue Units in pursuance of any Instrument made or granted by the Manager while this Resolution was in
force (notwithstanding that the authority conferred by this Resolution may have ceased to be in force),
provided that:
(1)
the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed fi fty per cent.
(50%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance
with sub-paragraph (2) below), of which the aggregate number of Units to be issued other than on a
Unitholders”) does not exceed twenty per cent (20%) of the total
pro rata basis to unitholders of FCT (“Unitholders
number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph
(2) below);
Notice of Annual General Meeting
Annual Report 2012
113
(2)
(3)
(4)
(5)
(6)
subject to such manner of calculation as may be prescribed by Singapore Exchange Securities Trading
SGX-ST”) for the purpose of determining the aggregate number of Units that may be issued
Limited (the “SGX-ST
under sub-paragraph (1) above, the total number of issued Units (excluding treasury Units, if any) shall
be based on the number of issued Units (excluding treasury Units, if any) at the time this Resolution is
passed, after adjusting for:
(a)
any new Units arising from the conversion or exercise of any Instruments which are outstanding at
the time this Resolution is passed; and
(b)
any subsequent bonus issue, consolidation or subdivision of Units;
in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of
the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived
Trust Deed”) for
by the SGX-ST) and the deed of trust constituting FCT (as amended and restated) (the “Trust Deed
the time being in force (unless otherwise exempted or waived by the Monetary Authority of Singapore);
unless revoked or varied by Unitholders in a general meeting, the authority conferred by this Resolution
shall continue in force until (i) the conclusion of the next Annual General Meeting of FCT or (ii) the date by
which the next Annual General Meeting of FCT is required by the applicable law or regulations to be held,
whichever is earlier;
where the terms of the issue of the Instruments provide for adjustment to the number of Instruments or
Units into which the Instruments may be converted in the event of rights, bonus or other capitalisation
issues or any other events, the Manager may issue additional Instruments or Units pursuant to such
adjustment notwithstanding that the authority conferred by this Resolution may have ceased to be in
force at the time the Instruments or Units are issued; and
Director”) and the Trustee, be and are hereby severally
the Manager, any director of the Manager (“Director
authorised to complete and do all such acts and things (including executing all such documents as may
be required) as the Manager, such Director, or, as the case may be, the Trustee may consider expedient
or necessary or in the interest of FCT to give effect to the authority conferred by this Resolution.
OTHER BUSINESS
OTHER BUSINESS
4.
To transact any other business which may properly be brought forward.
Frasers Centrepoint Asset Management Ltd.
(Company Registration No: 200601347G)
As manager of Frasers Centrepoint Trust
Anthony Cheong Fook Seng
Company Secretary
Singapore, 24 December 2012
A Unitholder entitled to attend the meeting and vote is entitled to appoint not more than two proxies to attend and vote instead of him;
a proxy need not be a Unitholder. Where a Unitholder appoints more than one proxy, he shall specify the proportion of his unitholdings
to be represented by each proxy. The instrument appointing a proxy or proxies (a form is enclosed) must be deposited with the
company secretary of the Manager at the registered offi ce of the Manager not less than 48 hours before the time appointed for holding
the meeting.
114 Frasers Centrepoint Trust
Notice of Annual General Meeting
Explanatory Notes:
Explanatory Notes:
Resolution 3
Resolution 3 above, if passed, will empower the Manager from the date of this Annual General Meeting until the date of the next
Annual General Meeting, to issue Units and to make or grant instruments (such as securities, warrants or debentures) convertible into
Units and issue Units pursuant to such instruments, up to a number not exceeding 50% of the total number of issued Units (excluding
treasury Units, if any), of which up to 20% may be issued other than on a pro rata basis to Unitholders.
For determining the aggregate number of Units that may be issued, the percentage of issued Units will be calculated based on the
issued Units at the time Resolution 3 above is passed, after adjusting for new Units arising from the conversion or exercise of any
Instruments which are outstanding at the time Resolution 3 above is passed and any subsequent bonus issue, consolidation or
subdivision of Units.
Fund raising by issuance of new Units may be required in instances of property acquisitions or debt repayments. In any event, if the
approval of Unitholders is required under the Listing Manual of the SGX-ST and the Trust Deed or any applicable laws and regulations
in such instances, the Manager will then obtain the approval of Unitholders accordingly.
Important Notice
Important Notice
The value of Units and the income derived from them, if any, may fall or rise. Units are not obligations of, deposits in, or
The value of Units and the income derived from them, if any, may fall or rise. Units are not obligations of, deposits in, or
guaranteed by, the Manager or any of its affi liates. An investment in Units is subject to investment risks, including the possible
guaranteed by, the Manager or any of its affi liates. An investment in Units is subject to investment risks, including the possible
loss of the principal amount invested.
loss of the principal amount invested.
Investors should note that they will have no right to request the Manager to redeem or purchase their Units for so long as the
Investors should note that they will have no right to request the Manager to redeem or purchase their Units for so long as the
Units are listed on the SGX-ST. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. The
Units are listed on the SGX-ST. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. The
listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.
listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.
The past performance of FCT is not necessarily indicative of the future performance of FCT.
The past performance of FCT is not necessarily indicative of the future performance of FCT.
FRASERS CENTREPOINT TRUST
FRASERS CENTREPOINT TRUST
(Constituted in the Republic of Singapore
pursuant to a trust deed dated 5 June 2006 (as amended and restated))
PROXY FORM
PROXY FORM
ANNUAL GENERAL MEETING
ANNUAL GENERAL MEETING
IMPORTANT
1. For investors who have used their CPF money to buy units in Frasers Centrepoint
Trust, this Annual Report is forwarded to them at the request of their CPF
Approved Nominees and is sent FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF Investors and shall be ineffective for
all intents and purposes if used or is purported to be used by them.
3. CPF Investors who wish to attend the Annual General Meeting as OBSERVERS
have to submit their requests through their respective Agent Banks so that their
Agent Banks may register, in the required format, with the Company Secretary,
Frasers Centrepoint Asset Management Ltd. (Agent Banks: please see note No. 8
on required format).
4. PLEASE READ THE NOTES TO THE PROXY FORM.
I/We
(Name)
(NRIC/Passport Number)
of
being a unitholder/unitholders of Frasers Centrepoint Trust (“FCTFCT”), hereby appoint:
(Address)
NameName
Address
Address
NRIC/Passport
NRIC/Passport
Number
Number
Proportion of
Proportion of
Unitholdings (Note 2)
Unitholdings (Note 2)
No. of Units
No. of Units
%
and/or (delete as appropriate)
NameName
Address
Address
NRIC/Passport
NRIC/Passport
Number
Number
Proportion of
Proportion of
Unitholdings (Note 2)
Unitholdings (Note 2)
No. of Units
No. of Units
%
or both of whom failing, the Chairman of the Annual General Meeting as my/our proxy/proxies to attend and to vote for
me/us on my/our behalf and if necessary, to demand a poll, at the Annual General Meeting of FCT to be held at 2.30 p.m.
on 22 January 2013 at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 and any adjournment thereof. I/
We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the Annual General Meeting as
indicated hereunder. If no specifi c direction as to voting is given, the proxy/proxies may vote or abstain from voting at his/
their discretion, as he/they may on any other matter arising at the Annual General Meeting.
NOTE: The Chairman of the AGM will be exercising his right under paragraph 9 of Schedule 1 of the Deed of Trust
NOTE: The Chairman of the AGM will be exercising his right under paragraph 9 of Schedule 1 of the Deed of Trust
constituting FCT (as amended and restated) to demand a poll in respect of the resolutions to be put to the vote of
constituting FCT (as amended and restated) to demand a poll in respect of the resolutions to be put to the vote of
members at the AGM and at any adjournment thereof. Accordingly, such resolutions at the AGM will be voted on by
members at the AGM and at any adjournment thereof. Accordingly, such resolutions at the AGM will be voted on by
way of poll.
way of poll.
RESOLUTIONS RELATING TO:
NO.NO. RESOLUTIONS RELATING TO:
No. of Votes
No. of Votes
For*For*
No. of Votes
No. of Votes
Against*
Against*
ROUTINE BUSINESS
ROUTINE BUSINESS
To receive and adopt the Trustee’s Report, the Statement by the Manager and the
Audited Financial Statements of FCT for the year ended 30 September 2012
To re-appoint Ernst & Young as Auditors of FCT and authorise the Manager to fi x
their remuneration
SPECIAL BUSINESS
SPECIAL BUSINESS
To authorise the Manager to issue Units and to make or grant convertible
instruments
OTHER BUSINESS
OTHER BUSINESS
To transact any other business which may properly be brought forward
1.
2.
3.
4.
*
If you wish to exercise all your votes “For” or “Against” the relevant resolution, please tick () within the relevant box provided.
Alternatively, if you wish to exercise your votes for both “For” and “Against” the relevant resolution, please indicate the number of
Units in the boxes provided.
Dated this
day of
2013
Total number of Units held (Note 4)
Signature(s) of Unitholder(s)/Common Seal
fold and seal here
IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW
Notes To Proxy Form
1.
2.
3.
4.
5.
6.
7.
8.
A unitholder of FCT (“Unitholder
Unitholder”) entitled to attend and vote at the meeting is entitled to appoint one or two proxies to attend and vote in his stead.
A proxy need not be a Unitholder. The instrument appointing a proxy or proxies must be deposited with the Company Secretary of the Manager at its
registered offi ce at 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958, not less than 48 hours before the time appointed for holding the
meeting.
Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifi es the proportion of his holding (expressed as a
percentage of the whole) to be represented by each proxy.
Completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the meeting. Any
appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Manager reserves the
right to refuse to admit any person or persons appointed under this instrument of proxy, to the meeting.
A Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in the Depository Register maintained
by the Central Depository (Pte) Limited (“CDPCDP”), he should insert that number of Units. If the Unitholder has Units registered in his name in the Register
of Unitholders of FCT, he should insert that number of Units. If the Unitholder has Units entered against his name in the said Depository Register and
registered in his name in the Register of Unitholders, he should insert the aggregate number of Units. If no number is inserted, this form of proxy will be
deemed to relate to all the Units held by the Unitholder.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument
appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly
authorised offi cer.
Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the power of attorney or a duly certifi ed copy thereof
must (failing previous registration with the Manager) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
The Manager shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true intentions of the appointor
are not ascertainable from the instructions of the appointor specifi ed on and/or attached to the Proxy Form. In addition, in the case of Units entered in the
Depository Register, the Manager may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units entered against his name in the
Depository Register as at 48 hours before the time appointed for holding the meeting, as certifi ed by CDP to the Manager.
Agent Banks acting on the request of CPF investors who wish to attend the meeting as Observers are required to submit in writing, a list with details of
the investors’ name, NRIC/Passport numbers, addresses and numbers of Units held. The list, signed by an authorised signatory of the Agent Bank, should
reach the Company Secretary, at the registered offi ce of the Manager not later than 48 hours before the time appointed for holding the meeting.
fold here
Affi x
Postage
Stamp
The Company Secretary
Frasers Centrepoint Asset Management Ltd.
(as manager of Frasers Centrepoint Trust)
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
fold here
w w w . f c t . s g
Frasers Centrepoint Asset Management Ltd
As Manager of Frasers Centrepoint Trust
Company Registration Number: 200601347G
Address: 438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958
Phone: (65) 6276-4882
Fax: (65) 6272-8776
Email: ir@fraserscentrepointtrust.com