Creating
Value
Through
Space
Annual Report 2013
Our Vision
The solution to all real estate needs globally.
Our Mission
A fully-integrated global real estate company built on trust & integrity.
Frasers Centrepoint Limited (FCL) will remain focused on providing
fully-integrated real estate solutions for a complete spectrum of property
classes, be it in residential, office, shopping mall, serviced apartments,
or real estate investment trusts.
Contents
FCL Strategy
Group at a Glance
Global Presence
Milestones
Corporate Information
Group Structure
Financial Highlights
Chairman’s Statement
Board of Directors
Group Management
Group CEO Business Review
- Development Property
- Commercial Property
- Hospitality
Corporate Social Responsibility
Awards & Accolades FY2013
Enterprise-Wide Risk Management (ERM)
Corporate Governance Report
Index to Financial Report
01
10
12
14
16
17
18
20
24
30
32
34
46
56
64
74
76
77
92
FCL Strategy
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
4
1
2
3
4
KEY
STRATEGIES
Achieve sustainable earnings growth
through significant development
project pipeline, investment
properties and fee income
Grow asset portfolio in a balanced
manner across geographies and
property segments to preserve
stability of earnings
Optimise capital productivity
through REIT platforms and
active asset management
initiatives
Develop
synergies with
TCC Group
01
Integrated development
Central Park, Sydney,
Australia
02
03
04
Integrated development
Changi City,
Singapore
05
Commercial
China Square Central,
Singapore
06
Residential
Esparina Residences EC,
Singapore
07
Hospitality
Fraser Suites Glasgow,
UK
08
Hospitality
Capri by Fraser, Changi City,
Singapore
09
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group at a Glance
Frasers Centrepoint Limited (FCL)
Total Assets ($m)
FCL is headquartered in Singapore and our principal activities
are property development, investment and management
of commercial property, serviced residences and property
trusts. Our Group’s property portfolio comprises properties
located in Singapore and overseas, ranging from residential
and commercial developments to shopping malls, serviced
residences and office and business space properties. They
are represented by the following four main brands/divisions
- Frasers Centrepoint Homes (for Singapore residential
development properties), Frasers Property (for overseas
development properties), Frasers Centrepoint Commercial
(for shopping malls, office and business space properties) and
Frasers Hospitality (for serviced residences).
2013
2012
2011
2010
2009
2008
2007
2006
2005
2004
2003
6,140
5,081
4,979
4,024
10,445
10,357
9,808
9,567
10,112
9,860
9,127
Group Total Revenue ($m)
Group Profit Before Interest and Taxation ($m)
$2,053m
$571m
Revenue (%)
Profit Before Interest and Taxation (%)
9
2
7
FY2013
82
1
11
12
FY2013
10
66
Business Segment
Investment Properties
REIT
Development Properties
Hospitality
Corporate & Others
Investment
Properties
($’000)
REIT
($’000)
Development
Properties
($’000)
Hospitality
($’000)
Corporate &
Others
($’000)
Group
($’000)
136,224
–
1,682,379
183,833
50,313
2,052,749
Revenue
FY2013
Profit Before Interest and Taxation
FY2013
63,032
54,452
379,377
69,658
4,619
571,138
10
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Residential
Commercial
Hospitality
Frasers Hospitality has interests
in and/or manages serviced
residences under the branded
lifestyle offerings of Fraser Suites,
Fraser Place, Fraser Residence,
Modena by Fraser and Capri by
Fraser, offering about 8,000
apartments in over 30 cities. Based
on management contracts secured,
more than 7,000 apartments will
be added to Frasers Hospitality’s
portfolio of serviced residences
over the next four years.
Frasers Centrepoint Homes focuses
on residential property development
in Singapore. We have built over
12,000 homes in Singapore,
with about 7,000 homes under
development (including properties
under our joint venture projects).
Frasers Property is the international
arm of our Group which develops
residential and mixed-use property
projects outside of Singapore,
including in China, Australia,
New Zealand, Thailand, and the
United Kingdom. China and Australia
are the two key overseas property
markets for development properties
for our Group.
Frasers Centrepoint Commercial
manages our shopping malls
in Singapore under the Frasers
Centrepoint Malls brand. We manage
five shopping malls in Singapore held
by Frasers Centrepoint Trust (FCT),
an entity which is listed on the
SGX-ST. In addition, we also have
interests in and/or manage seven
other shopping malls in Singapore,
one shopping mall each in China
and Australia.
Frasers Centrepoint Commercial
also manages office and business
space properties. We manage five
commercial and office properties
in Singapore and Australia held by
Frasers Commercial Trust (FCOT),
an entity which is also listed on
the SGX-ST. In addition, our Group
also has interests in six office and
business space properties located in
Singapore, China and Vietnam.
Group Profit Before Interest and Taxation ($m)
11
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Global Presence
Profit Before Interest
and Taxation (%)
5 1 3
3
1
FY2013
87
Geographical Segment (%)
Revenue (%)
8 11
4
9
FY2013
77
Singapore
Australia
UK
China
Thailand
Others*
Singapore
Australia
China
Revenue ($’000)
Revenue ($’000)
Revenue ($’000)
1,583,514
187,105
157,409
Profit Before Interest and
Taxation ($’000)
Profit Before Interest and
Taxation ($’000)
Profit Before Interest and
Taxation ($’000)
499,352
4,230
29,552
UK
Thailand
Others*
Revenue ($’000)
Revenue ($’000)
Revenue ($’000)
81,321
20,328
23,072
Profit Before Interest and
Taxation ($’000)
Profit Before Interest and
Taxation ($’000)
Profit Before Interest and
Taxation ($’000)
18,465
7,896
11,643
*
Include New Zealand, Malaysia, Indonesia, Philippines & Vietnam.
12
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Residential
Commercial
Hospitality
Australia
China
Malaysia
New Zealand
Singapore
Thailand
United Kingdom
Australia
China
Malaysia
Singapore
Vietnam
Australia
Bahrain
China
France
Hungary
India
Indonesia
Japan
Malaysia
Philippines
Qatar
Singapore
South Korea
Thailand
Turkey
United Arab Emirates
United Kingdom
Vietnam
13
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
1988
Our Company, then named as Centrepoint Properties Limited, was listed on the
SGX-ST.
1993
We launched our first residential
project, The Anchorage, which was
re-developed from the land occupied by
F&N Singapore’s old brewery and soft
drinks plants.
1996
We embarked on our first overseas
office project through the development
of the commercial-cum-retail centre,
Me Linh Point, in Ho Chi Minh City,
Vietnam.
1990
Our Company became a subsidiary
of F&N.
1992
We launched Singapore’s pioneer
suburban retail mall, Northpoint,
located in Yishun, and also launched
Bridgepoint, a retail mall in Sydney,
Australia, and our first office project,
Alexandra Point, Singapore.
14
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
1997
We developed and launched
our first business space project,
Alexandra Technopark.
1998
2002
We developed and launched our first
hospitality projects, Fraser Suites and
Fraser Place serviced residences in
Singapore.
2000
We embarked on our first foray into
residential projects overseas through
the development of Pavilions on the
Bay in Australia and Annandale House
in the United Kingdom.
• We launched serviced residences in
United Kingdom, Seoul, Korea and
Manila, Philippines.
• Our Company delisted from the
SGX-ST and became a wholly-owned
subsidiary of F&N.
2006
2008
Our Company was rebranded
as Frasers Centrepoint Limited,
and launched our first REIT, FCT,
which is listed on the Main Board of
the SGX-ST.
We acquired a stake in Allco
Commercial REIT and the entire stake
of Allco Commercial REIT’s manager,
and rebranded the REIT as FCOT, which
is listed on the SGX-ST.
2001
We ventured into residential
development in China through the
development of Jingan Four Seasons
in Shanghai, China.
2013
FCL became a member of TCC Group.
2014
FCL is listed by way of introduction
on the Main Board of the Singapore
Exchange Securities Trading Limited.
15
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Information
Board of Directors
Mr Charoen Sirivadhanabhakdi
Non-Executive and Non-Independent
Chairman
Khunying Wanna Sirivadhanabhakdi
Non-Executive and Non-Independent
Vice Chairman
Mr Charles Mak Ming Ying
Non-Executive and Independent Director
Mr Chan Heng Wing
Non-Executive and Independent Director
Audit Committee
Mr Charles Mak Ming Ying
Chairman
Mr Sithichai Chaikriangkrai
Mr Philip Eng Heng Nee
Mrs Siripen Sitasuwan
Nominating Committee
Mr Weerawong Chittmittrapap
Chairman
Mr Philip Eng Heng Nee
Mr Chan Heng Wing
Non-Executive and Independent Director
Mr Weerawong Chittmittrapap
Non-Executive and Independent Director
Mrs Siripen Sitasuwan
Mr Chotiphat Bijananda
Remuneration Committee
Mr Philip Eng Heng Nee
Non-Executive and Independent Director
Chairman
Mr Chotiphat Bijananda
Mrs Siripen Sitasuwan
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
Group Management
Mr Lim Ee Seng
Group Chief Executive Officer
Mr Cheang Kok Kheong
Chief Executive Officer, Development &
Property, Singapore
Mr Chia Khong Shoong
Chief Executive Officer, Australia,
New Zealand & United Kingdom
Chief Financial Officer
Mr Choe Peng Sum
Chief Executive Officer, Frasers Hospitality
Mr Tang Kok Kai Christopher
Chief Executive Officer, Frasers Centrepoint
Commercial
Chief Executive Officer, Greater China
Mr Uten Lohachitpitaks
Chief Investment Officer
Non-Executive and Non-Independent Director
Mr Panote Sirivadhanabhakdi
Non-Executive and Non-Independent Director
Mr Sithichai Chaikriangkrai
Non-Executive and Non-Independent Director
Board Executive Committee
Mr Charoen Sirivadhanabhakdi
Chairman
Mr Charles Mak Ming Ying
Vice Chairman
Mr Chotiphat Bijananda
Vice Chairman
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
Risk Management Committee
Mr Chotiphat Bijananda
Chairman
Mr Chan Heng Wing
Mr Weerawong Chittmittrapap
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
Mr Charles Mak Ming Ying
16
Registered Office
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Tel: (65) 6276 4882
Fax: (65) 6276 6328
Share Registrar
Tricor Barbinder Share Registration
Services
80 Robinson Road #02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 4399
Auditor
Ernst & Young LLP
Partner-in-charge: Mr Nagaraj Sivaram
Principal Bankers
Bank of Tokyo-Mitsubishi UFJ, Ltd
DBS Bank Ltd
Overseas-Chinese Banking Corporation
Standard Chartered Bank
Sumitomo Mitsui Banking Corporation
United Overseas Bank Limited
Frasers Centrepoint Limited’s admission to and
listing on the Singapore Exchange Securities
Trading Limited was sponsored by DBS Bank
Ltd. DBS Bank Ltd. assumes no responsibility for
the contents of this document.
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Group Structure
Frasers
Centrepoint
Homes
Singapore
Project
Entities
Frasers
Property
UK
Project
Entities
China
Project
Entities
Australia
Project
Entities
Frasers
Centrepoint
Asset
Management
Ltd.
Frasers
Centrepoint
Asset
Management
(Commercial)
Ltd.
Hektar Asset
Management
Sdn Bhd
FCT*
FCOT*
Hektar REIT*
Frasers
Centrepoint
Commercial
Investment
Holding
Singapore
/ Overseas
Holding
Entities
REIT
Management
Retail and
Commercial
Property
Management
Frasers
Hospitality
Investment
Holding
Serviced
Apartments
Management
Frasers
Centrepoint
Property
Management
Services Pte.
Ltd.
Singapore
/ Overseas
Holding
Entities
Frasers
Hospitality Pte.
Ltd. / Frasers
Hospitality (UK)
Limited
*
These are REIT managers of FCT, FCOT and Hektar REIT, respectively.
17
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Financial Highlights
5 YEARS’ STATISTICS FROM 2009 TO 2013
2009
2010
2011
2012
2013
(restated)
(restated)
(restated)
Revenue ($’m)
1,845
1,708
2,234
1,412
2,053
Profit before interest, fair value change,
taxation and exceptional items ($’m)
443
503
578
390
571
Profit before tax ($’m)
Before fair value change and exceptional items
After fair value change and exceptional items
Attributable profit ($’m)
Before fair value change and exceptional items
After fair value change and exceptional items
Earnings per share1 (cents)
Attributable profit before fair value change
and exceptional items (“APBFE”)
Attributable profit after fair value change
and exceptional items (“AP”)
Dividend per share1
Ordinary shares (cents)
Preference shares ($)
402
320
335
262
441
621
333
484
525
784
395
603
330
721
252
643
510
832
401
722
40.0
42.9
51.7
33.5
53.2
30.3
63.0
79.4
85.4
95.9
26.3
166.0
30.5
60.0
26.6
30.1
19.9
Nil
26.6
Nil
Net asset value (share capital & reserves) ($’m)
3,742
3,960
4,384
4,932
5,451
Net asset value per share1 ($)
4.53
4.82
5.38
6.11
6.80
Return on average shareholders’ equity (%)
Profit before fair value change and exceptional
items
Attributable profit before fair value change and
exceptional items
11.9
9.0
13.1
8.6
13.9
9.5
8.4
5.4
11.0
7.7
1 Based on number of shares in issue as at the end of each respective financial year.
If calculated based on the number of shares issued as at the date, FCL’s listing on SGX-ST of 2,889,812,572, the earnings per share on APBFE and AP,
dividend per share and net asset value per share for the financial year ended 30 September 2013 would be 13.9 cents, 25.0 cents, 6.9 cents and $1.77
respectively.
18
Commercial
Central Park, Perth,
Australia
19
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Chairman’s Statement
It has been a milestone year
for Frasers Centrepoint Limited
(“FCL”), with the successful
distribution in-specie (“DIS”)
and listing of FCL in early
2014 on the Main Board of the
Singapore Exchange (“SGX-ST”).
The listing creates investment flexibility
for all shareholders. More importantly,
it enables FCL to have direct access to
capital markets, enhances our corporate
visibility and represents a step forward
for FCL to independently realise its
potential to the fullest extent possible.
I extend my special appreciation to
Dr. Richard Hu Tsu Tau, who has
accepted the appointment of Senior
Advisor to the Board, as well as our
distinguished Independent Board
members. They will bring with them
extensive experience and insights in
relation to the macroeconomic and
geopolitical trends in the region, as well
as expertise in the real estate arena.
I look forward to their contributions in
the years ahead.
Charoen Sirivadhanabhakdi
Chairman
20
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
I am also pleased with the efforts of
our Group Chief Executive Officer,
Mr. Lim Ee Seng, and his senior
management team in establishing
a strong foundation for FCL, as a
full-fledged international real estate
player, with multi-segment capabilities
and a strong brand franchise for
quality and value. With total assets
of $10.4 billion and profits before tax
and interest of $571 million, we are
well positioned to ride through market
challenges and to win the confidence
of our customers.
Looking Forward
In 2013, Europe narrowly averted
widespread financial distress.
The United States saw signs of
economic recovery and the Fed
commenced tapering. China set off its
economic structural reform initiatives
to achieve a steadier and more
sustainable growth. We, nevertheless,
see structural risks lurking beneath
the surface of these major economies.
Property cooling measures were
introduced to combat inflationary
pressure on real asset prices, which
resulted in softer markets in some of
the countries our Group are engaged in.
residential units in Singapore, Australia
and China. The progressive revenue
recognition from these pre-sold projects
is expected to contribute positively
to our cash flow as well as financial
performance in 2014. Furthermore,
about 56% of our property assets
are in retail, office and hospitality
assets, which provide strong recurring
earnings. We will continue to seek
sustainable earnings from these assets
over the long term to maintain our
financial resilience.
About 89% of our property assets
are invested in our core markets of
Singapore, China and Australia,
with the remaining property assets
invested across markets such as the
United Kingdom, Thailand, Malaysia and
Vietnam. Our presence and established
track record in diversified markets are
a source of competitive advantage.
We have built up strong capabilities
spanning the full real estate value chain,
from land acquisition, development,
asset management, property
management to operations. We will
continue to optimise our resources,
leveraging on our multi-segment
capabilities and strong market positions
to pursue wide ranging opportunities.
On a brighter note, FCL stands on firm
ground with approximately $3.2 billion
of unrecognised revenue from pre-sold
We will continue to recycle capital from
our investment properties through our
existing REITs. We are also exploring
the setting up of a hospitality REIT
to extend our existing REIT platform.
Capital unlocked through our existing
and new REITs will be deployed
to support new investments and
acquisitions. This capital recycling
model will allow FCL to maintain a
robust balance sheet and prudent
capital management.
To position for the future, FCL has also
completed a capital restructuring with
$1 billion of capital from Fraser and
Neave Limited (“F&N”) prior to the
DIS exercise and our listing. This gives
us a healthy balance sheet with a net
debt-to-equity ratio of 0.4x (proforma
as at 30 Sep 2013). We also have cash
and undrawn credit lines of about
$2.3 billion. As always, we will use these
resources to selectively acquire assets
in good locations to seed and grow,
while remaining committed to delivering
our existing development pipeline in
Singapore, Australia and China.
On this note, I look forward to FCL
growing its asset portfolio for future
generations and building for the long
term. I am confident that the company’s
strong financial position will enable it to
weather market volatilities and to make
selective acquisitions when attractive
opportunities materialise.
Charoen Sirivadhanabhakdi
Chairman
21
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Chairman’s Statement
“An exciting 2014 beckons the Group.
Being a newly listed organization,
we look forward to building our future on a
rock-solid foundation that every one of our
stakeholders has helped to put in place.”
01 Central Park, Sydney, Australia
03 Fraser Place Anthill Istanbul, Turkey
02 Northpoint, Singapore
04 Fraser Suites Perth, Australia
Dividends
In view of FCL’s strong financial
achievement in 2013, FCL has paid a
$150 million cash dividend to F&N prior
to the distribution in-specie of FCL.
The Board of Directors has proposed a
further final one-tier tax exempt cash
dividend of $50 million (or $0.0173
per share) to be paid after the listing
of FCL on the SGX-ST. The aggregate
dividend payout in 2013 represents
approximately 50% of FCL’s attributable
net profit before fair value changes and
exceptional items.
22
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Acknowledgements
I am honored to have been appointed to
this Board and look forward to working
with some of the most distinguished
names in the real estate industry to
steer FCL into its next phase of growth.
An exciting 2014 beckons the Group.
Being a newly listed organisation,
we look forward to building our future
on a rock-solid foundation that every one
of our stakeholders has helped to put
in place. I want to thank my colleagues
on the Board for their counsel, and our
business partners, financial advisors,
bankers, customers and shareholders for
their unwavering support.
I wish to convey my deepest
appreciation to the shareholders of
F&N, who unanimously approved
the distribution in-specie of FCL and
made the listing of FCL possible.
We will cherish our role as an active
and responsible real estate player
and as an asset owner - investing
today, but always with tomorrow
in mind. We will strive to enhance
shareholder value. We will continue to
maintain a high standard of corporate
governance as well as discharge
our corporate social responsibilities.
On behalf of the Board, I would also
like to record our appreciation to the
Boards of Frasers Centrepoint Asset
Management Limited (the Manager
of FCT) and Frasers Centrepoint
Asset Management (Commercial)
Ltd (the Manager of FCOT) for their
stewardship of our listed REITs.
Last but not least, I would also like to
thank our staff for their dedication and
hard work.
Charoen Sirivadhanabhakdi
Chairman
01
03
04
02
23
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Board of Directors
Charoen Sirivadhanabhakdi, 69
Khunying Wanna Sirivadhanabhakdi, 70
Non-Executive and Non-Independent Chairman
Non-Executive and Non-Independent Vice Chairman
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : N.A.
: 25 Oct 2013
: -
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : N.A.
: 07 Jan 2014
: -
Board committee(s) served on:
• Board Executive Committee (Chairman)
Board committee(s) served on:
Nil
Academic & Professional Qualification(s):
• Honorary Doctoral Degree in Agricultural Business
Administration, Maejo Institute of Agricultural Technology,
Thailand
• Honorary Doctoral Degree in Industrial Technology,
Chandrakasem Rajabhat University, Thailand
Academic & Professional Qualification(s):
• Honorary Doctoral Degree in Bio-Technology,
Ramkhamhaeng University, Thailand
• Honorary Doctoral Degree in Business Administration,
Maejo Institute of Agricultural Technology, Thailand
• Honorary Doctoral Degree in Business Administration,
• Honorary Doctoral Degree in Management, Huachiew
Chiang Mai University, Thailand
Chalermprakiet University, Thailand
• Honorary Doctor of Philosophy Degree in Social Sciences,
• Honorary Doctoral Degree in Business Administration,
Mae Fah Luang University, Thailand
• Honorary Doctoral Degree of Faculty of Business
Administration and Information Technology, Rajamangala
University of Technology Tawan-ok
Present Directorships (as at 30 Sep 2013)
Listed companies
• Berli Jucker Public Company Limited (Vice Chairman)
• Thai Beverage Public Company Limited (Vice Chairman)
• Fraser and Neave, Limited (Vice Chairman)
Others
• Beer Thip Brewery (1991) Co., Ltd. (Chairman)
• Sangsom Group of Companies (Chairman)
• TCC Capital Land Limited (Vice Chairman)
• TCC Holding Co., Ltd. (Vice Chairman of Executive Board)
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
Nil
Eastern Asia University, Thailand
• Honorary Doctor of Philosophy Degree in Business
Administration, Mae Fah Luang University, Thailand
• Honorary Doctoral Degree in Management, Rajamangala
University of Technology Suvarnabhumi, Thailand
• Honorary Doctoral Degree in International Business
Administration, University of the Thai Chamber of
Commerce, Thailand
• Honorary Doctoral Degree in Sciences and Food Technology,
Rajamangala University of Technology Lanna, Thailand
Present Directorships (as at 30 Sep 2013)
Listed companies
• Berli Jucker Public Company Limited (Chairman)
• Thai Beverage Public Company Limited (Chairman)
• Fraser and Neave, Limited (Chairman)
Others
• Beer Thai (1991) Public Company Limited (Chairman)
• Red Bull Distillery Group of Companies (Chairman)
• Southeast Group Co., Ltd. (Chairman)
• TCC Holding Co., Ltd. (Chairman)
• TCC Land Co., Ltd. (Chairman)
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
Nil
Others
Nil
24
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Charles Mak Ming Ying, 61
Chan Heng Wing, 67
Non-Executive and Independent Director
Non-Executive and Independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : N.A.
: 25 Oct 2013
: -
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : N.A.
: 25 Oct 2013
: 07 Jan 2014
Board committee(s) served on:
• Audit Committee (Chairman)
• Remuneration Committee
• Risk Management Committee
• Board Executive Committee (Vice Chairman)
Academic & Professional Qualification(s):
• Master of Business Administration, PACE University, USA
• Bachelor of Business Administration, PACE University, USA
Present Directorships (as at 30 Sep 2013)
Listed companies
Nil
Major Appointments (other than Directorships)
• Morgan Stanley Asia Pacific (Vice Chairman)
• Morgan Stanley International Wealth Management
(President)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
• Fraser and Neave, Limited
Others
• Previously Managing Director and Head of Morgan Stanley
Asia Pacific Private Wealth Management
• Previously Executive Director and Senior Investment
Adviser of Morgan Stanley’s Private Wealth Management
Group
Board committee(s) served on:
• Nominating Committee
• Risk Management Committee
Academic & Professional Qualification(s):
• Master of Science, Columbia Graduate School of
Journalism, USA
• Master of Arts, University of Singapore, Singapore
• Bachelor of Arts (Honours), University of Singapore,
Singapore
Present Directorships (as at 30 Sep 2013)
Listed companies
• Banyan Tree Holdings Ltd.
• Shanda Games Ltd.
Others
• Precious Quay Pte. Ltd.
• Precious Treasures Pte. Ltd.
Major Appointments (other than Directorships)
• Ministry of Foreign Affairs, Singapore (Senior Advisor)
• Milken Institute Asia Center (Chairman)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
• Fraser and Neave, Limited
Others
• Previously Managing Director of Temasek Holdings
• Previously Singapore’s Consul General to Shanghai
• Previously Ambassador of Singapore to Thailand
25
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Board of Directors
Philip Eng Heng Nee, 67
Weerawong Chittmittrapap, 55
Non-Executive and Independent Director
Non-Executive and Independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : N.A.
: 25 Oct 2013
: -
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : N.A.
: 25 Oct 2013
: -
Board committee(s) served on:
• Audit Committee
• Remuneration Committee (Chairman)
Board committee(s) served on:
• Nominating Committee (Chairman)
• Risk Management Committee
Academic & Professional Qualification(s):
• Bachelor of Commerce in Accountancy, University of
Academic & Professional Qualification(s):
• Thai Barrister-at-Law and the first Thai lawyer admitted to
New South Wales, Australia
the New York State Bar
• Associate Member, Institute of Chartered Accountants
in Australia
Present Directorships (as at 30 Sep 2013)
Listed companies
• Ezra Holdings Limited
• Frasers Centrepoint Asset Management Ltd. (Chairman)
• mDR Limited (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 Pte. Ltd.
• KK Women’s and Children’s Hospital Pte. Ltd.
• NTUC Income
• OpenNet Pte. Ltd.
• Singapore Health Services Pte. Ltd.
Major Appointments (other than Directorships)
Nil
• Master of Law, University of Pennsylvania, USA
• Bachelor of Law, Chulalongkorn University, Thailand
Present Directorships (as at 30 Sep 2013)
Listed companies
• Berli Jucker Public Company Limited
• Golden Land Property Development Public
Company Limited
• GMM Grammy Public Company Limited
• SCB Life Assurance Public Company Limited
• Thai Airways International Public Company Limited
Others
• National Power Supply Public Company Limited
• Weerawong, Chinnavat & Peangpanor Ltd. (Chairman)
Major Appointments (other than Directorships)
• Thai Institute of Directors (Special Lecturer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
• Minor International Public Company Limited
• Fraser and Neave, Limited
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
• Asia Pacific Breweries Limited
• MCL Land Limited (Deputy Chairman)
• Fraser and Neave, Limited
Others
Nil
Others
Nil
26
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Siripen Sitasuwan, 65
Chotiphat Bijananda, 50
Non-Executive and Independent Director
Non-Executive and Non-Independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : N.A.
: 25 Oct 2013
: 07 Jan 2014
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : 06 months
: 08 Mar 2013
: 07 Jan 2014
Board committee(s) served on:
• Audit Committee
• Remuneration Committee
Academic & Professional Qualification(s):
• Master of Business Administration, Wichita State
University, Kansas, USA
Board committee(s) served on:
• Risk Management Committee (Chairman)
• Board Executive Committee (Vice Chairman)
• Nominating Committee
Academic & Professional Qualification(s):
• Master of Business Administration, Finance, University of
• Bachelor of Arts (Commerce), Chulalongkorn University,
Missouri, USA
Thailand
Present Directorships (as at 30 Sep 2013)
Listed companies
• Thanachart Capital Public Company Limited
• Serm Suk Public Company Limited
• Fraser and Neave, Limited
Others
• Solaris Asset Management Co., Ltd.
• Thai Solar Energy Co., Ltd.
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
Nil
Others
Nil
• Bachelor of Laws, Thammasat University, Thailand
Present Directorships (as at 30 Sep 2013)
Listed companies
• Serm Suk Public Company Limited
• Golden Land Property Development Public Company
Limited
• Fraser and Neave, Limited
Others
• Southeast Group Co., Ltd. (President)
• Southeast Insurance Public Co., Ltd. (Chairman of
Executive Board)
• Southeast Life Insurance Public Co., Ltd. (Chairman of
Executive Board)
• Southeast Capital Co., Ltd. (Chairman of Executive Board)
• TCC Assets Limited
• TCC Technology Co., Ltd.
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
Nil
Others
Nil
27
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Board of Directors
Panote Sirivadhanabhakdi, 36
Sithichai Chaikriangkrai, 59
Non-Executive and Non-Independent Director
Non-Executive and Non-Independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : 06 months
: 08 Mar 2013
: 07 Jan 2014
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2013) : 01 month
: 07 Aug 2013
: 07 Jan 2014
Board committee(s) served on:
• Board Executive Committee
• Remuneration Committee
• Risk Management Committee
Board committee(s) served on:
• Board Executive Committee
• Audit Committee
• Risk Management Committee
Academic & Professional Qualification(s):
• Master of Science in Analysis, Design and Management
of Information System, London School of Economics and
Political Science, UK
Academic & Professional Qualification(s):
• Bachelor of Accountancy (First Class Honors),
Thammasart University, Thailand
• Diploma in Computer Management, Chulalongkorn
• Bachelor of Science in Manufacturing Engineering, Boston
University, Thailand
University, USA
• Certificate of the Mini MBA Leadership Management,
• Certificate in Industrial Engineering and Economics,
Kasetsart University, Thailand
Massachusetts University, USA
Present Directorships (as at 30 Sep 2013)
Listed companies
• Berli Jucker Public Company Limited
• Golden Land Property Development Public Company
Limited (Vice Chairman)
• Siam Food Products Public Company Limited
• Thai Beverage Public Company Limited
• Univentures Public Company Limited
• Fraser and Neave, Limited
Others
• Beer Thip Brewery (1991) Co., Ltd.
• Blairmhor Distillers Limited
• Blairmhor Limited
• InterBev (Singapore) Limited
• International Beverage Holdings (China) Limited
• International Beverage Holdings Limited
• International Beverage Holdings (UK) Limited
• Sura Bangyikhan Group of Companies
Present Directorships (as at 30 Sep 2013)
Listed companies
• Thai Beverage Public Company Limited
• Berli Jucker Public Company Limited
• Golden Land Property Development Public Company Limited
• Oishi Group Public Company Limited
• Siam Food Products Public Company Limited
• Serm Suk Public Company Limited
• Univentures Public Company Limited
• Fraser and Neave, Limited
Others
• InterBev Investment Limited
• International Beverage Holdings Limited
• Certain Subsidiaries of Thai Beverage Public Company Limited
• Certain Subsidiaries of Berli Jucker Public Company Limited
• Certain Subsidiaries of Oishi Group Public Company Limited
• Certain Subsidiaries of Siam Food Products Public
Company Limited
• Certain Subsidiaries of Serm Suk Public Company Limited
Major Appointments (other than Directorships)
• Univentures Public Company Limited
Major Appointments (other than Directorships)
• Thai Beverage Public Company Limited
(Chief Executive Officer)
(Chief Financial Officer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2010 to 30 Sep 2013)
Nil
Others
Nil
28
Others
Nil
Residential
Soleil @ Sinaran,
Singapore
29
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group Management
Cheang Kok Kheong
Non-Executive and Independent
Director
Chief Executive Officer,
Development and Property, Singapore
Lim Ee Seng
Tang Kok Kai Christopher
Group Chief Executive Officer
Chief Executive Officer,
Frasers Centrepoint Commercial
and Chief Executive Officer,
Greater China
30
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Chief Executive Officer,
Frasers Centrepoint Commercial
and Chief Executive Officer,
Greater China
Chief Executive Officer,
Frasers Hospitality Pte. Ltd.
Chief Executive Officer,
Australia, New Zealand
and United Kingdom
and Chief Financial Officer
Chief Investment Officer
Choe Peng Sum
Chia Khong Shoong
Uten Lohachitpitaks
31
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
Lim Ee Seng
Group Chief Executive Officer
32
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
“In this, our inaugural annual report, we look back on a year in which
we have achieved healthy numbers all round. Based on our long-term
growth strategies, we have continued to build on the strong expansion
of the preceding decade.”
THE BEGINNING OF A NEW ERA
Eleven years after delisting from the
Singapore Exchange (SGX) in 2002 when
we were still known as Centrepoint
Properties Limited, we have returned
to the SGX, with a new name and,
more importantly, a vastly enlarged
international foot print with a diversified
portfolio of properties.
Frasers Centrepoint Limited has been
spun off from Fraser and Neave, Limited
(F&N) in a demerger exercise to further
unlock shareholder value. After the
demerger, we are now an independent
group with direct access to the capital
markets so that we can take each of our
businesses to new heights.
In this, our inaugural annual report,
we look back on a year in which we
have achieved healthy numbers all
round. Based on our long-term growth
strategies, we have continued to
build on the strong expansion of the
preceding decade.
Sharp revenue and PBIT hikes
translate to 59% higher earnings
per share
Group revenue rose 45% to $2,053
million, closely mirrored by a 46%
growth in profit before interest, fair
value change, taxation and exceptional
items (PBIT) to $571 million. Overall,
a 59% increase in Group attributable
profit to $401 million generated a
corresponding percentage climb in
earnings per share* to 53.2 cents.
The strong growth was due to profit
recognition from completed projects
in Singapore, Australia, China and the
United Kingdom. Other factors included
improved performance of our two
commercial REITs, and contributions
from newly opened serviced residences
and Fraser Suites Singapore after its
asset enhancement programme.
* Before fair value change on investment properties & exceptional items.
33
Group CEO Business Review
DEVELOPMENT
PROPERTY
The Pano, Bangkok,
Thailand
34
Group CEO Business Review
DEVELOPMENT PROPERTY
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
“Revenue from Development Property
(DP) grew 57% to $1,682 million, whilst
PBIT surged 95% to $379 million.”
DEVELOPMENT PROPERTY
Revenue from Development Property
(DP) grew 57% to $1,682 million,
whilst PBIT surged 95% to $379
million. In addition to higher sales from
the completed Pano condominium
project in Thailand, the increase in
overall receipts came mainly from
revenue recognition on the completion
of Esparina Residences Executive
Condominium (EC) in Singapore,
Suzhou Baitang Phase 2A in China,
One Central Park West in Sydney and
Wandsworth Riverside Quarter Blk 5A
in the United Kingdom.
01
01 Esparina Residences EC, Singapore
35
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
DEVELOPMENT PROPERTY
“DP’s operations
performed strongly.
Measured against the
year before, revenue
went up 65% and PBIT
increased 64%.”
Singapore
DP’s operations performed strongly.
Measured against the year before,
revenue went up 65% and PBIT
increased 64% - mostly due to
completion of Esparina Residences,
an executive condominium project
which recognised revenue upon
completion in September 2013.
Altogether, we sold about 1,900
residential units (including joint
venture projects) across more than
half a dozen properties in Singapore.
Projects such as eCO, Palm Isles,
Seastrand, Watertown, Boathouse
Residences and Eight Courtyards
enjoyed take-up rates of between
88% and 100%.
01 Eight Courtyards, Singapore
02 Boathouse Residences, Singapore
03 Soleil @ Sinaran, Singapore
03
36
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
01
02
37
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
DEVELOPMENT PROPERTY
A pair of completely new developments
that came off the drawing board this
year yielded a total of 1,050 units.
Q Bay Residences made its debut
after the government’s seventh cooling
measure in January and signed up
400 buyers within a month. Of the 632
units available, 541 have already been
sold as of end September 2013. This is
a result of the right pricing strategy
combined with excellent product
innovation. We introduced a first-ever
‘bay villa’ at the development, offering
residents a function space to not only
entertain but accommodate guests.
Q Bay Residences is a joint development
with Far East Organisation and Sekisui
House Ltd.
01
In May, we also introduced Twin
Fountains, a 418-unit EC located at
Woodlands Avenue 6. Twin Fountains
was jointly developed with Lum
Chang. Day One of its launch resulted
in the sale of 272 units or 65% of
the available units, underscoring the
unabated demand for ECs. As of
end September 2013, 77% of Twin
Fountains had already found buyers.
02
01 Palm Isles, Singapore
02 Esparina Residences EC, Singapore
03 Twin Fountains EC, Singapore
03
38
38
Q Bay Residences,
Singapore
39
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
DEVELOPMENT PROPERTY
SINGAPORE: Projects currently under development
Projects
Waterfront Key
Esparina Residences EC
Flamingo Valley
Waterfront Gold
Eight Courtyards
Waterfront Isle
Boathouse Residences
Seastrand
Twin Waterfalls EC
Watertown
Palm Isles
eCO
Q Bay Residences
Twin Fountains EC
%
sold
@ 30 Sep 13
%
Completion
@ 30 Sep 13
Ave.
selling price
($ psf)
Land
cost
($ psf ppr)
Est.
completion
date
No. of units
437
573
393
361
656
563
494
475
728
992
430
750
632
418
100%
97%
95%
100%
100%
99%
100%
99%
100%
99%
96%
88%
86%
77%
100%
100%
94%
81%
80%
48%
48%
58%
42%
19%
27%
10%
13%
10%
$848
$743
$1,222
$973
$807
$1,041
$910
$915
$710
$1,191
$865
$1,322
$1,022
$744
$240
$315
$415
$240
$321
$240
$320
$334
$270
$482
$325
$534
$418
$302
Completed
Completed
Dec 13
Jan 14
Jun 14
Nov 14
Jan 15
Jul 14
Mar 15
Aug 16
Jun 15
Jan 16
May 16
Nov 15
Watertown,
Singapore
40
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
SINGAPORE: Land bank
Projects
Fernvale Close
Location
Sengkang
Yishun Central1
Yishun
Cecil Street2
Raffles Place
51 Cuppage Road Orchard Road
TOTAL
Effective
interest
Est. no. of
units
Est. saleable
area (mil sqf)
Land cost
($ psf ppr)
Tenure
Est. launch
ready date
40%
100%
100%
100%
496
900
-
141
1,537
0.47
0.72
-
0.24
1.43
$533
Leasehold
2Q FY2014
$1,077
Leasehold
(Includes retail)
$1,111
$1,194
Leasehold
Leasehold
TBD
-
TBD
1
2
Legal completion expected in November 2014.
Legal completion in November 2013.
01
02
01 eCO, Singapore
02 Twin Waterfalls EC, Singapore
41
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
DEVELOPMENT PROPERTY
“Revenue contributions
from our overseas
developments rose
34% to $344 million.”
Overseas
Demand for our properties remained
strong in our overseas markets.
Revenue contributions from our
overseas developments rose 34%
to $344 million.
Australia
Pre-sales of projects under construction
came to 495 units spread over a trio
of properties. These comprised 119
units from Putney Hill, 305 units from
Central Park in Sydney and 72 units from
Queens Riverside in Perth. Completed
projects at Lumiere, City Quarter, Lorne
and The Habitat, along with 12 land plots
at Frasers Landing, together accounted
for 25 units sold during the year.
Central Park
2013 was a year of achievements for
Central Park in Sydney. One Central
Park West tower was completed and
this marked the transition from vision
to reality of the A$2 billion urban village.
As at 30 September 2013, 250 units
have been handed over and residents
are now occupying the new 5.8 hectare
urban village.
In February 2013 the uppermost levels
of One Central Park East, known as
‘Sky at One Central Park’, were released
to the public. Sky’s 38 penthouse
and sub-penthouse apartments were
priced from A$1 million to A$3 million.
10 properties were sold ahead of the
February 2014 completion.
01 The Mark, Sydney, Australia
02 Putney Hill, Sydney, Australia
01
02
42
AUSTRALASIA: Projects currently under development
Projects
One Central Park - West
Park Lane 5A
One Central Park - East
Park Lane 5B
The Mark
Queens Riverside (QII)
Queens Riverside (QIII)
Putney Hill (Phase 1A, 2A, 3A, 4A)
Sydney
Putney Hill (Phase 1H, 2H)
Sydney
AUSTRALASIA: Land bank
Location
Effective
interest
No. of
units
% Sold
@ 30 Sep 13
Ave. selling
price (A$ psf)
Land cost
(A$ psf ppr)
Est. completion
date
Sydney
Sydney
Sydney
Sydney
Sydney
Perth
Perth
38%
38%
38%
38%
38%
88%
88%
75%
75%
240
155
383
238
412
107
267
363
84
98%
86%
87%
83%
71%
27%
84%
45%
100%
A$1,117
A$1,218
A$1,117
A$1,239
A$1,245
A$689
A$767
A$710
A$491
A$252
A$257
A$252
A$257
A$256
A$29
A$29
A$100
A$100
Completed
Completed
2014
2014
2014
2015
2014
2016
2015
Projects
Central Park - JV
Central Park - Non-JV
Frasers Landing
Putney Hill
Queen Riverside (QI)
Broadview
Coast Papamoa Beach
TOTAL
Location
Sydney
Sydney
Western Australia
Sydney
Perth
New Zealand
New Zealand
Effective
interest
38%
75%
56%
75%
88%
75%
68%
Est. no.
of units
1,0961
561
280
342
126
43
303
2,751
Est. saleable area
(mil sqf)
Land cost
(A$ psf ppr)
0.982
0.28
1.55
0.34
0.11
0.07
1.89
5.22
A$163
A$163
A$6
A$100
A$30
NZ$77
NZ$6
1
2
Includes about 641 student accommodation units.
Includes about 0.55m sqf of commercial space and 0.26m sqf of student accommodation space.
Central Park, Sydney,
Australia
4343
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
DEVELOPMENT PROPERTY
China
Suzhou Baitang
The Suzhou Baitang Phase 2A project
obtained its occupancy permit in
September 2013 and had 333 of its
units snapped up over the course of the
year. Phase 2B, launched in June, saw
a booking of 69 units (or 40%) of the
172 units on offer. A total of 52 out of
the 69 units were sold by the end of the
financial year.
Chengdu Logistics Hub
Over in Chengdu, construction of two
office blocks and an ancillary retail block
for Phase 2 which comprises 149 office
units and 14 retail units, is on track for
completion in 1Q2014. As at end of
September 2013, 46 out of 163 units
were sold.
Gemdale MegaCity
In Shanghai, the Group is in a 45% joint
venture with Gemdale Corporation.
Gemdale MegaCity (formerly known as
Shanshui Four Seasons) Phase 2A was
launched in August 2013. The launch
was a success and 459 units (or 50%)
of the 924 units were sold.
01 Chengdu Logistics Hub, Chengdu, China
02 Baitang One, Suzhou, China
01
44
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
CHINA: Projects currently under development
Projects
Baitang One (Phase 2A)
Baitang One (Phase 2B)
Location
Suzhou
Suzhou
Chengdu Logistic Hub (Phase 2)
Chengdu
Gemdale MegaCity (Phase 2A)1
Shanghai
Effective
interest
No. of units
% Sold
@ 30 Sep 13
100%
100%
80%
45%
538
360
163
1,065
80%
14%
28%
43%
Ave. selling
price
(RMB psf)
Land cost
(RMB psf
ppr)
Est.
completion
date
RMB1,103
RMB233
Completed
RMB1,241
RMB233
RMB883
RMB30
RMB1,563
RMB174
2014
2014
2014
CHINA: Land bank
Projects
Baitang One (Phase 3)
Gemdale MegaCity (Phase 2B - 5)1
Residential
Location
Suzhou
Shanghai
Effective
interest
100%
45%
Chengdu Logistics Hub (Phase 2A & 4)
Chengdu
80%
Commercial
TOTAL
Est. no.
of units
Est. saleable
area (mil sqf)
Land cost
(RMB psf ppr)
2,062
4,978
7,040
-
-
2.79
5.53
8.32
2.76
2.76
7,040
11.08
RMB237
RMB179
-
1 Gemdale MegaCity was formerly known as Shanshui Four Seasons and was accounted as an associate.
02
45
Group CEO Business Review
COMMERCIAL
PROPERTY
46
Changi City Point,
Singapore
Group CEO Business Review
COMMERCIAL PROPERTY
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
“The Group has interest in and/or manages a
global commercial portfolio of 25 retail, office
and business space properties totalling a net
lettable area of over 7 million square feet.”
COMMERCIAL PROPERTY
The Group has interest in and/or
manages a global commercial portfolio
of 25 retail, office and business space
properties totalling a net lettable
area of over 7 million square feet.
In Singapore, there are 12 shopping
malls marketed under the ‘Frasers
Centrepoint Malls’ brand, one shopping
mall each in China and Australia, and 11
office and business space properties
in Singapore, Australia, China and
Vietnam.
Commercial Property comprises
the retail and office REITS, and
non-REIT retail, office and business
space properties. In September 2012,
the Group, as part of its strategic
rationalisation to grow its China business
through its non-listed arm, divested
its HKSE-listed Frasers Property China
Limited. Commercial Property’s PBIT for
FY2013 stood at $117 million. Excluding
the effects of the Frasers Property China
Ltd divestment, Commercial Property
showed a growth of 13% and 10% in
its revenue and PBIT respectively.
Meanwhile, occupancy rates among
the Group’s retail malls in Singapore
held steady at 98% on average.
Our office and business space
properties enjoyed an occupancy
rate above 90%. Our REITs - Frasers
Centrepoint Trust (FCT) and Frasers
Commercial Trust (FCOT) – also
improved on their operating results in
FY2012/13.
01
Changi City Point,
Singapore
01 Waterway Point, Singapore
02 The Centrepoint, Singapore
03 Anchorpoint, Singapore
02
03
47
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
COMMERCIAL PROPERTY
“DPU for FCT for the year reached a
record-high of 10.93 cents. Distributions to
unitholders was $90 million in 2013, 10%
higher than in the previous year.”
Retail
Delivering steady performance
Frasers Centrepoint Trust (FCT) turned
in yet another strong performance,
achieving new highs in its income,
NAV and DPU. Its gross revenue grew
7% to $158 million on higher rental
returns for new and renewed leases
at Causeway Point and Northpoint.
Net property income grew 7% to
$112 million. DPU for FCT for the year
reached a record-high of 10.93 cents.
Distributions to unitholders was
$90 million in 2013, 10% higher
than in the previous year.
The 5 malls in FCT’s portfolio averaged
98% occupancy as at 30 September
2013. 170 leases, which accounted
for 146,864 sq ft of net lettable area,
were renewed during the year with an
average rental reversion of 8%.
Non-REIT malls enjoyed high
occupancy
Our non-REIT malls likewise logged
high occupancy levels during the
year. Both Valley Point and Compass
Point were fully leased. Robertson
Walk came in at 99%, whilst both
The Centrepoint and Changi City Point
enjoyed an occupancy of 98% and
98% respectively. Over in Beijing,
in a competitive retail market,
Crosspoint with its net lettable
area of 161,909 sq ft, posted a
healthy occupancy of 92% as of
30 September 2013.
01
02
03
01 Changi City Point, Singapore
02 Changi City Point, Singapore
03 Northpoint, Singapore
48
49
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
COMMERCIAL PROPERTY
01
02
03
04
Launch of Frasers Rewards Card
On the marketing and promotions front,
Frasers Centrepoint Malls launched
the all-in-one Frasers Rewards Card to
usher in the Great Singapore Sale 2013
in May. The programme, which offers
complimentary lifetime memberships,
allows its cardholders to accumulate
loyalty points at 11 malls and redeem
them to offset future purchases, enjoy
free parking, year-round retailer offers
and seasonal instant gift redemptions
as well as participate in a quarterly
$20,000 draw. Within six months of
its launch, the programme’s 130,000
members had spent about $100 million
at our malls and earned themselves
$1 million worth of rewards.
01 Bedok Point, Singapore
02 Changi City Point, Singapore
02 Causeway Point, Singapore
03 Bedok Point, Singapore
50
Commercial Portfolio
Properties
SINGAPORE: REIT (Frasers Centrepoint Trust)
Anchorpoint
Bedok Point
Causeway Point
Northpoint
YewTee Point
SINGAPORE: Non-REIT retail assets
Compass Point
Changi City Point (classified as held for sale)
Eastpoint Mall*
Robertson Walk
The Centrepoint
Valley Point (Retail)
Waterway Point (Punggol mixed-use site)
OVERSEAS: Non-REIT retail assets
China, Beijing - Crosspoint (classified as held for sale)
Australia, Sydney - Central (classified as held for sale)
TOTAL RETAIL PROPERTIES
SINGAPORE: REIT (Frasers Commercial Trust)
55 Market Street
Alexandra Technopark
China Square Central
SINGAPORE: Non-REIT office/business park assets
Alexandra Point
Valley Point (Office)
ONE@Changi City (Office)
51 Cuppage Road (classified as held for sale)
OVERSEAS: REIT (Frasers Commercial Trust)
Australia, Canberra - Caroline Chisholm Centre
Australia, Perth - Central Park
OVERSEAS: Non-REIT office/business park assets
China, Chengdu - Chengdu Logistics Park (classified as held for sale)
Vietnam, Ho Chi Minh City - Me Linh Point
TOTAL OFFICE/BUSINESS PARK PROPERTIES
TOTAL COMMERCIAL PROPERTIES
* Undergoing asset enhancement.
Effective
interest
Book
value of
property
Net lettable
area of
property (sqf)
Occupancy (%)
FY2013
FY2012
41%
41%
41%
41%
41%
19%
50%
0%
100%
100%
100%
33%
100%
38%
28%
28%
28%
100%
100%
50%
100%
28%
14%
80%
75%
$86m
$129m
$1,006m
$638m
$161m
$530m
$199m
NA
$99m
$640m
$36m
$732m
$59m
$141m
71,610
81,393
416,137
235,653
73,602
266,586
207,237
189,986
97,044
333,329
39,817
360,591
97%
97%
100%
99%
97%
99%
99%
88%
100%
96%
100%
100%
98%
NA
99%
98%
100%
NA
97%
93%
93%
100%
100%
NA
161,909
149,652
92%
NA
91%
NA
$4,456m
2,684,546
$133m
$465m
$573m
$271m
$233m
$281m
$392m
71,796
1,045,227
372,453
199,380
183,109
665,914
276,439
100%
100%
94%
100%
91%
91%
74%
90%
100%
74%
95%
78%
NA
64%
$232m
$816m
433,182
714,372
100%
94%
100%
96%
$89m
$51m
$3,536m
$7,992m
703,981
188,896
4,854,749
7,539,295
78%
100%
73%
100%
Causeway Point,
Singapore
51
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
COMMERCIAL PROPERTY
“Frasers Commercial Trust (FCOT)
unitholders received a record-
high of $51 million in distributable
income, up 19% from the previous
financial year.“
Office & Business Space
Frasers Commercial Trust (FCOT)
unitholders received a record-high of
$51 million in distributable income, up
19% from the previous financial year
(FY). This is despite the divestments of
KeyPoint and the Japanese properties.
The divestments and the weaker
Australian dollar resulted in a lower
gross revenue of $118 million,
Caroline Chisholm Centre,
Canberra, Australia
52
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
01
down 11% compared to the previous
financial year. DPU was 17% higher
year-on-year at 7.83 cents for FY2013.
This strong performance was driven
by a payoff from the past years’
initiatives in reshaping and unlocking
property value, and a boost in revenue
recognised after the expiry of the
master lease at China Square Central.
Other contributing factors were the
higher rental rates as well as increased
income from an additional 50% interest
in Caroline Chisholm Centre. Savings
in Series A CPPU distributions arising
from the redemption and conversion
of these CPPUs, coupled with lower
finance costs from effective capital
management, further boosted FCOT’s
distributable income to Unitholders.
01 Central Park, Perth, Australia
53
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
COMMERCIAL PROPERTY
We expect that the recent completion
of our asset enhancement initiatives
to the office tower of China Square
Central, and the rejuvenation of the
China Square Precinct will unlock even
more value and growth potential in the
property. The opening in December
2013 of the Telok Ayer MRT Station
on the Downtown Line should further
fortify China Square Central’s appeal to
office space users.
Stable demand for our non-REIT
office and business space
Outside of the Group’s commercial
REIT, our Alexandra Point and Valley
Point office towers achieved 100%
and 91% occupancy, respectively.
The Chengdu Logistics Hub had 78%
of its 703,981 sq ft of net lettable
space leased out, while Me Linh Point
in Ho Chi Minh City achieved 100%
occupancy for yet another year.
ONE@Changi City which is a 50% joint
venture project with Ascendas Land
(Singapore) Pte Ltd was completed in
November 2012 and enjoyed occupancy
rates above 90%.
01 China Square Central, Singapore
02 Alexandra Technopark, Singapore
01
02
54
China Square Central,
Singapore
55
Group CEO Business Review
HOSPITALITY
56
Capri by Fraser, Changi City,
Singapore
Group CEO Business Review
HOSPITALITY
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
“Boosted by room revenue from new property acquisitions
and launches, our serviced apartment arm recorded a 40%
increase in revenue to $184 million and a 74% rise in PBIT
to $70 million in the last financial year.”
HOSPITALITY
A strong global leader in serviced
residence
The globalisation of industry and
business in today’s world ensures that
our hospitality segment will always
have room to grow. Boosted by room
revenue from new property acquisitions
and launches, our serviced apartment
arm recorded a 40% increase in revenue
to $184 million and a 74% rise in PBIT to
$70 million in the last financial year.
Major contributors to our bottom line
include Fraser Suites Kensington in
the United Kingdom, which became
100% owned by Frasers Hospitality
in September 2012*, and two
developments that began operations,
Fraser Suites Perth in Australia
and Capri by Fraser, Changi City in
Singapore. Fraser Suites Singapore
had also completed its asset
enhancement initiatives and improved
its contributions to the Group.
*
FCL owned 30% of Frasers Suites Kensington before Sep 2012.
01 Fraser Suites Top Glory, Shanghai, China
01
Capri by Fraser, Changi City,
Singapore
57
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
HOSPITALITY
In addition, improved operating
efficiency coupled with higher daily
rental rates and occupancy at existing,
refurbished or expanded properties
also helped to beef up our earnings.
The division’s investment portfolio was
further boosted by the acquisition of an
office building in Brisbane worth A$37
million that is being reconfigured into
240 serviced apartments.
Along with the developments that we
own and operate, Frasers Hospitality
also manages residences for a fee.
This financial year, it nearly doubled
the number of apartments under its
stewardship with 7,146 units signed
up to add to the 7,914 already in
operation. We expect to grow this
segment of our business exponentially
in the years ahead.
01 Fraser Suites Queens Gate, UK
02 Capri by Fraser, Ho Chi Minh City, Vietnam
03 Fraser Suites Guangzhou, China
02
01
03
58
Serviced Residences: Properties in Operation
Country
Property
OWNED PROPERTIES
Australia
Fraser Suites Perth
Fraser Suites Sydney
Fraser Place Melbourne
China
Fraser Suites Beijing
88%
81%
100%
100%
Indonesia
Fraser Residence Sudirman Jakarta
100%
London, UK Fraser Place Canary Wharf
Fraser Suites Kensington
Fraser Suites Queens Gate1
Philippines
Fraser Place Manila
Scotland
Fraser Suites Glasgow
Fraser Suites Edinburgh
Singapore
Fraser Place Singapore
Fraser Suites Singapore
Capri By Fraser, Changi City
100%
100%
100%
100%
100%
100%
100%
100%
50%
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Equity
(%)
No. of
units
Occupancy
(%)
Ave. daily rate in local
currency
FY2013
FY2012
FY2013
FY2012
Book value
@ 30 Sep 13
236
201
112
357
108
97
69
106
89
99
75
163
255
313
65%
89%
75%
82%
93%
80%
84%
11%
86%
78%
84%
76%
82%
77%
NA
89%
63%
88%
89%
80%
85%
81%
91%
73%
81%
78%
55%
38%
A$270.55
A$252.95
A$142.41
NA
A$238.37
A$127.74
A$125m
A$99m
A$28m
RMB841.82
RMB758.93
RMB1,150m
USD134.37
USD128.83
GBP148.84
GBP252.53
GBP159.13
GBP239.24
GBP150.49
GBP134.25
USD33m
GBP35m
GBP99m
GBP53m
PHP7,117.44
PHP6,725.43
PHP953m
GBP68.87
GBP63.62
GBP110.79
GBP105.64
S$366.41
S$330.67
S$248.36
S$334.82
S$310.50
S$222.20
GBP10m
GBP13m
S$232m
S$357m
S$101m
TOTAL NO. OF ROOMS (OWNED)
2,280
1 Closed for refurbishment between November 2012 and August 2013.
Country
UNDER MANAGEMENT
Property
No. of units
Bahrain
China
France
Hungary
India
Japan
UK
Malaysia
Qatar
Singapore
Fraser Suites Bahrain
Fraser Place Shekou
Fraser Residence Shanghai
Fraser Suites Shanghai
Fraser Residence CBD East Beijing
Fraser Suites Nanjing
Modena Shanghai Putuo
Modena Heping Tianjin
Fraser Suites Chengdu
Fraser Suites Suzhou
Modena Jinjihu Suzhou
Fraser Suites Guangzhou
Fraser Suites Harmonie, Paris La Defense
Fraser Suites Le Claridge, Paris
Fraser Residence Budapest
Fraser Suites New Delhi
Fraser Residence Nankai Osaka
Fraser Residence Prince of Wales
Fraser Residence Bishopgate
Fraser Residence Blackfriars
Fraser Residence Monument
Fraser Residence City
Fraser Place Kuala Lumpur
Fraser Suites Doha
Fraser Place Fusionopolis
Fraser Residence Orchard
South Korea
Fraser Suites Insadong, Seoul
Thailand
Turkey
UAE
Vietnam
Fraser Place Central, Seoul
Fraser Place Namdaemun
Fraser Suites Sukhumvit, Bangkok
Fraser Place Anthill Istanbul
Fraser Suites Dubai
Fraser Suites Hanoi
Capri by Fraser, District 7, HCMC
TOTAL NO. OF ROOMS (UNDER MANAGEMENT)
91
232
324
186
228
210
348
104
360
276
237
332
134
110
51
92
114
18
26
12
14
22
315
138
50
72
213
254
252
163
116
180
185
175
5,634
59
Fraser Suites Perth,
Australia
60
Group CEO Business Review
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
01
02
“While our key businesses are undeniably
brick-and-mortar constructions, we operate
very much on the principle that our people
are our most precious resource and invest in
them accordingly.“
01 Riverside Quarter, UK
02 The Pano, Bangkok, Thailand
Replenishing the land bank
In September 2013, the Group won
a tender for a mixed-use land parcel
at Yishun Central for $1,429 million.
This prime site is located in the heart
of Yishun Town Central. We intend to
develop it into a 12-storey integrated
complex comprising 900 residential
units, a retail mall, bus interchange and
a community club.
We also managed to secure Fernvale
Close with a $257 million or $533 psf
ppr bid that was tendered in concert
with Far East Organization and Sekisui
House Limited. Our joint venture
partners hold a 30% stake each in
the acquisition with FCL holding the
remaining 40%. We plan to capitalise
on the site’s idyllic environment to
build seven 18-storey apartment blocks
comprising some 490 residences.
Another successful bid was put in
for the Cecil Street/Telok Ayer Street
commercial land parcel within the
Central Business District. The $924
million purchase is being envisaged
as the site of a premium Grade A
office tower.
Taking our corporate citizenship to
heart
No report of FCL’s year-round activities
is complete without a reference to
our wide-ranging Corporate Social
Responsibility programme. Over the
course of FY2012/13, we embraced
causes that ranged from funding
activities for senior citizens to sponsoring
competitions to help bring out the
entrepreneur in our youth, and also
lending financial support to, and offering
exhibition space for the arts.
The multiple Green Mark Awards
bestowed on our developments
attest to the unmitigated care we
demonstrate for the environment in
the conduct of our business.
At the same time, while our key
businesses are undeniably brick-and-
mortar constructions, we operate very
much on the principle that our people
are our most precious resource and
invest in them accordingly.
61
61
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Group CEO Business Review
On the horizon
Whether it is in the residential,
commercial or hospitality sector,
we have quality projects for which
there is strong demand. Our long-
term strategic planning is proactive
and backed by land bank selectively
stocked and continually replenished
to sustain our growth.
In Singapore, in the wake of the
government’s property market cooling
measures, 12,400 private residences
were sold from January to September
2013 compared to 18,000 units
during the corresponding period of
the previous year. Their prices also
grew at a markedly lower 0.4% in
the September quarter as opposed to
1% earlier. Nevertheless, we expect
demand to stabilise over the longer
term and be supported by steady
economic growth, first-time buyers,
HDB upgraders and population growth,
albeit at a slower pace.
Similarly in the commercial sector,
we see positive trends emerging in
the suburban retail market which
includes a growing median household
income, low unemployment rate and
expanding suburban populations.
As a result, we foresee continuing
demand for retail space that will propel
us to pursue growth through both
organic and acquisitive means.
With our dominance in northern
Singapore, Causeway Point and
Northpoint will continue to anchor
FCT’s performance for a good while.
01 Soleil @ Sinaran, Singapore
04 China Square Central, Singapore
02 Central Park, Sydney, Australia
05 Baitang One, Suzhou, China
03 Causeway Point, Singapore
06 Fraser Suites Perth, Australia
01
62
02
03
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
We further anticipate growth for our
office business to be supported by a
relatively strong Singapore economy,
and driven by positive rental reversions
and close-to-full occupancy rates.
The enhanced China Square Central
will be a significant contributor to our
profits in the near future.
Our focus overseas will be on delivering
our existing development pipeline.
In Australia, a number of projects are
due for completion in FY2014, including
One Central Park East and Park Lane in
Sydney, QIII in Perth as well as various
phases of Putney Hill at Ryde.
In China, FY2014 is shaping up to
be a robust year for the property
market following a sudden increase
in the sale of state-owned land from
January to July 2013. The Group will
look to expand its holdings where
circumstances permit, in the current
dynamic market. Meanwhile, we expect
to complete Suzhou Baitang Phase 2B
and Chengdu Phase 2 in the coming
financial year.
Our hospitality arm will continue to look
for opportunities to enlarge its portfolio
and grow the international footprint of
its management business.
Overall, the countries and segments we
have a significant presence in are doing
fairly well. We have good reasons to be
optimistic about our prospects in 2014.
05
04
06
63
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Social Responsibility
COMMUNITY
“We are happy to report the numerous avenues
where we have contributed to our commitment
to being a responsible corporate citizen both
locally and globally in FY2013.”
Making more room in our hearts for
communal causes
Frasers Centrepoint’s properties around
the world are designed to improve
the lives of the people who live,
work or shop in them. We consider
it a privilege to serve and support
the wider communities that host our
developments.
FCL is well-placed to lend a helping
hand to a range of diverse causes.
Along with our growth as a business,
we are happy to report the numerous
avenues where we have contributed to
our commitment to being a responsible
corporate citizen both locally and
globally in FY2013.
Financial support for senior citizens
Causeway Point contributed $30,000 to
the North West Silver Care Fund, which
is aimed at helping seniors in the North
West District stay active after retirement.
Outings for underprivileged children
• As part of its ‘Love Tree’ Christmas
programme, Fraser Suites Insadong
Seoul hosted 30 little guests from
Sangroktown Orphanage for a pool
party and dinner that was joined by
children of the residents. Each child
went away with a gift that he or she
had wished for.
• Causeway Point reached out to
MINDS during the Lunar New
Year festivities with a luncheon at
The Manhattan Fish Market for 30
children and their families, along with
its volunteers. The sumptuous treat
was topped off with a presentation of
shopping vouchers to the children.
• Our Office and Industrial Division staff
pitched in with an afternoon of fun and
tea-time goodies for 23 children from
Melrose Home at Robertson Walk’s
indoor playground, The Polliwogs.
Nurturing tomorrow’s entrepreneurs
• Frasers Centrepoint Malls joined
hands with Ngee Ann Polytechnic
Business Studies’ final-year
Entrepreneurship students to put
up the National Youth Business
Challenge. Part of a long-term
collaboration begun in 2009 to get
students to think up earth-friendly
ideas, the competition garnered
proposals by 40 shortlisted teams
from 23 secondary schools on the
essentials of setting up planet-
preserving businesses. The finals,
held at Changi City Point, saw Outram
Secondary School walk away with the
FCM Challenge trophy for the third
consecutive year.
• The National Pushcart Challenge
presented yet another showcase
underwritten by FCL for the spirit
of enterprise among the youth of
Singapore. In the 2012 contest held
at Causeway Point, Bukit Merah
Secondary School proved its creative
mettle with eco-friendly materials to
beat 30 other secondary schools for
the championship. At the end of the
two-day event, the 210 participants
had raised a total of $8,000 for 15
social enterprises.
64
01
02
03
01 Melrose Home outing at Polliwogs
02 Melrose Home outing at Polliwogs
03
‘Love Tree’ Christmas programme
04 Causeway Point contributed
towards the North West Silver
Care Fund
04
65
01
03
08
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Social Responsibility
COMMUNITY
Sponsorship of the arts
• FCL’s reaffirmed patronage of the
artistic community during the year
included Frasers Hospitality providing
$146,000 worth of accommodation
for the performing groups of various
productions such as Kidsfest
Singapore, Shakespeare in the Park
– Othello, The Importance of Being
Earnest and In The Spotlight – Alfian
Sa’at. These contributions earned our
serviced apartment arm the Friend of
the Arts Award from the National Arts
Council of Singapore.
• Over in Sydney, Frasers Property
Australia together with Sekisui
House Australia provided A$30,000
to help underwrite the Chippendale
BEAMS Art Festival for a second
year. Organised by the local creative
community with the backing of the
City of Sydney Council, the festival
drew over 350 artists and performers
as well as some 8,000 visitors.
• Beyond monetary contributions, we
have also allocated free or subsidised
work spaces for creative businesses
and artists within the Central Park
development site. Frasers Property
Australia embarked on a four-year-
long community collaboration with
FraserStudios in 2009. Part of the
Central Park site in Perth was used
as visual and performing arts studios.
Currently, some of the retail space at
Central Park is given over to Work-
Shop and the NG Art Gallery.
• Central Park, the tallest building in
Perth, lent its lobby to Jana Vodesil-
Baruffi’s art exhibition, Permanent
Impressions. The fortnight-long
show spotlighted the largest portrait
collection featuring inductees from
the Western Australian Women’s
Hall of Fame and other contemporary
female pillars of the community.
• Central Park also showcased Catholic
Schools art in an exhibition that took
up its entire lobby.
Venue sponsorship of charitable
events
The retail podium of China Square
Central hosted an inaugural blood
donation drive to register blood donors.
Jointly organised with Cerebos Pacific
Limited, the six-hour campaign not only
signed up more than twice its targeted
number of registrants but also had to
turn away interested donors as a result
of the overwhelming response.
Central Park in Perth was also the
pro bono site of multiple fundraising
activities for several causes, including
‘Pink Ribbon Day’ and ‘Daffodil Day’
organised by Cancer Council of Western
Australia, ‘Australia’s Biggest Morning
Tea’ by the Western Australia Cancer
Society, ‘Bear By Night Ball’ in support
of The Princess Margaret Hospital for
Children Foundation, and ‘Special Air
Service Widows Abseil’ organised by
former SAS members for the benefit
of the families left behind by fallen
colleagues.
For the seventh year, Central Park
in Perth played host to the annual
‘Enerflex Step Up for Multiple
Sclerosis’. The 2013 competition
attracted a record 1,000 participants
and raised a total of A$276,901. On top
of this amount raised, the Central Park
management continued with its support
of A$10,000 towards the cause.
66
02
01 Blood donation drive at China
Square Central
02 Enerflex Step Up for Multiple
Sclerosis
03 The Chippendale BEAMS Art Festival
04 The Chippendale BEAMS Art Festival
05 The Chippendale BEAMS Art Festival
06 The Chippendale BEAMS Art Festival
07 Daffodil Day 2012
08 Bear By Night Ball
09 The Chippendale BEAMS Art Festival
06
07
04
05
09
67
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Social Responsibility
ECO-FRIENDLY BUILDINGS
“Frasers Centrepoint continued with
our pro-environment practices and
achievements over the course of FY2013.”
Accommodating an environment-
friendly culture
Frasers Centrepoint continued with
our pro-environment practices and
achievements over the course of
FY2013.
Recognition
Once again, FCL’s projects earned
a stream of accolades for the
incorporation of environmentally-
sensitive provisions into their
architectural DNA. We received a
total of four new Green Mark Awards
from the Building and Construction
Authority (BCA) – one for the residential
development Eight Courtyards, with
the rest going to a trio of commercial
properties – 55 Market Street, Valley
Point and China Square Central. In
addition, our high-end condominium,
Martin Place Residences, obtained
a Merit in the BCA Construction
Excellence Awards. Besides Green
Mark Awards, six of our commercial
buildings bagged the ‘Eco Office
Award’, while China Square Central
participated in the Friends of Water
programme organised by the Public
Utilities Board (PUB) to raise water
conservation awareness island-wide.
Focus on energy and water efficiency
At China Square Central, water-efficient
fittings together with green features
such as variable speed drive devices
(VSD) were installed at the chiller plants
to enhance efficiency. Three of our
malls – Anchorpoint, Bedok Point and
Changi City Point – are each fitted with
a new state-of-the-art chiller system
which, according to international
benchmarks, operates 32.5% more
efficiently than conventional ones.
Meanwhile, energy-saving lighting
systems have replaced existing car
park, corridor or staircase illumination
at a number of our developments
including Valley Point, 55 Market Street,
Anchorpoint and 51 Cuppage Road.
The move is paying off by substantially
reducing electricity costs at the four
properties every month.
Alexandra Technopark, which holds
the Green Mark Gold from September
2011 to August 2014, continued to
enjoy savings in energy consumption
as a result of its eco-friendly features
and a broader use of NEWater (treated
used water). These initiatives saved
Alexandra Technopark about $6.5 million
from 2011 to 2013. NEWater has also
been adopted at Bedok Point, Changi
City Point, Causeway Point, Northpoint
and The Centrepoint, which allowed
these developments to economise on
their water bills by a good 9.2%.
FCL’s overall scheme to promote
a green environment embraces as
well the installation of bicycle parking
facilities at China Square Central,
Robertson Walk, and Capri by Fraser,
Changi City, Singapore.
68
02
01 Bicycle parking facility at Capri by
Fraser, Changi City, Singapore
02 Martin Place Residences, Singapore
03 Valley Point, Singapore
04 Changi City Point, Singapore
01
03
04
69
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Social Responsibility
ECO-FRIENDLY BUILDINGS
01
Tried and tested
Six of our commercial properties in
Singapore – China Square Central,
Robertson Walk, Valley Point,
51 Cuppage Road, Alexandra Point and
Alexandra Technopark – participated
in the Eco-Office Audit. Launched in
2002 as part of ‘World Environment
Day’, this on-going programme
aims to help companies cultivate
environmentally friendly habits and
practices in the workplace. The targeted
areas for improvement include energy
and water conservation efforts,
waste management and recycling.
Our commitment and efforts were
recognised when all the six properties
were awarded the Eco-Office
certification.
Thumbs up Down Under
In Australia, three of our projects have
emerged as consistent models of
sustainability.
In a first for a commercial office building
in Perth, Central Park emerged the
winner in the Business Category of
the Western Australia Water Awards
2012 organised by the Australian Water
Association, Western Australia.
This award recognised our commitment
to improving water management and
implementing effective water-wise
practices, as well as our initiatives
to educate the staff and community
thereon. The installation of tap-flow
restrictors, low-flow showerheads,
low-flush water closets and a park
reticulation weather station plus
several improvements to the cooling
towers undertaken resulted in a 20.6%
reduction in water consumption over
the last four years.
70
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
02
04
01 Central Park, Sydney, Australia
02 Eight Courtyards, Singapore
03 China Square Central, Singapore
04 Central Park, Perth, Australia
03
Likewise, Caroline Chisholm Centre in
Canberra picked up the NABERS Energy
base building rating of 5 stars, an
upgrade from its previous achievement
of 4.5 stars.
Another noteworthy sustainable project
is the A$2 billion mixed-use Central
Park Sydney development, now under
construction on the old Carlton United
Brewery site on Broadway in Sydney’s
southern CBD. Through Frasers
Property Australia, our overseas arm,
we signed a historic A$26.5 million
Environmental Upgrade Agreement
(EUA) with the City of Sydney and
Eureka Funds Management as trustee
of The Australian Environmental
Upgrade Fund No. 2 in March 2013.
This fund provides low-cost financing
for the construction of a central thermal
and tri-generation electrical plant at
Central Park Sydney. The planned
plant will use low-emission natural
gas engines to produce thermal and
electrical energy, efficiently harnessing
the bi-products of energy generation
(hot and cold water) to provide centrally
reticulated heating and cooling for air
and water, for utilisation throughout the
precinct. Electricity will be delivered not
only to the site’s historic buildings, but
possibly to neighbouring buildings as
well.
Much has been achieved in terms of
implementing earth-friendly practices
throughout our properties. Clearly, we
recognise that much more can be done
and we are committed to working on
these going forward.
71
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Social Responsibility
HUMAN CAPITAL
“At FCL, we will always be heavily invested in
our people simply because they make up the very
foundation on which our businesses are built.”
Giving our people space to grow
As at end September 2013, FCL as
a group has had 1,618 of its staff put
in the equivalent of 15,311 training
hours for the year. This represented
89% of our FY2012/13 target count
of personnel upgrading places.
Government funding accounted for
18% of our training investment.
FCL’s talent management framework
is based on two key pillars, namely,
Functional Excellence and Future
Leadership. To strengthen the
leadership of our people at supervisory
and management levels, we placed
considerable emphasis on building their
core technical and service excellence
skills. As an example, our Project
Managers in Development and Property
continue to upgrade their technical
expertise by attending relevant courses
and conferences on building and
construction, the environment, safety,
law and business writing. Furthermore,
site staff were continually instructed
on safety, the sharing of good practices
and learning points across projects.
We take particular pride in the
CARE training that was not only
provided for our Property Services
staff but also extended to all parties
involved in our residential projects,
including architects, contractors and
sub-contractors, to ensure home
owners of an impeccable handing-
over experience. FCL staff who
72
deliver excellent service and received
compliments from home owners
are recognised with the CARE STAR
award.
At FCL, we will always be heavily
invested in our people simply because
they make up the very foundation on
which our businesses are built.
Frasers Centrepoint Commercial partnered
with the Institute of Technical Education
(ITE) to customise a programme on
Facility Management for staff without a
background in building or engineering.
This allowed personnel from Leasing,
Advertising and Promotions to better
appreciate tangential issues that could
nevertheless impact their core duties.
At Frasers Hospitality, we rolled out the
concept of Hub Training, conducting
Improving Guest Experience at Front
Office and Housekeeping training for
the China Hub and South East Asia
Hub. To beef up our training curriculum,
the Learning and Development team
worked with ITE to produce our own
proprietary housekeeping training video.
Plans are afoot to adapt the video for
overseas properties.
The group-wide Customer Centric
Initiative (CCI), manifested in a number
of training programmes, is paying
dividends in terms of raising our staff’s
service standards and awareness. As
a result, a record 85 service staff were
honoured for their excellent service
standards at the annual EXSA Awards.
Among the pickings were 26 Star
Awards, three Superstar Awards and
one Outstanding Award.
Homing in on health
The FCL Corporate Wellness
Programme took off in 2008 with the
aim of promoting health awareness
among our employees. Under the
chairmanship of Mr Cheang Kok
Kheong, CEO, Development & Property,
FCL scored the Silver Award in the
bi-annual Singapore HEALTH (Helping
Employees Achieve Life-Time Health)
Awards in November 2012. This honour
was presented in tandem with the
Workplace Health Promotion (WHP)
Grant and in recognition of FCL’s
performance in three key wellness
areas: General Health, Targeted
Interventions and Mental Health.
Over the course of 2013, the
programme committee organised
a wide range of activities. They
included cooking and dance classes,
various sports tournaments and a
three-month exercise programme to
advance General Health, as well as
a body management programme for
Targeted Interventions. A counselling
service hotline was set up as part of
the programme’s approach to Mental
Health management.
In more ways than one, we strive to be
a healthy organisation.
01
02
04
05
03
06
01 FCL Long Service Awards
02 FCL Long Service Awards
03 F&N’s 130th Anniversary Dinner
04 Team Frasers at the REDAS Dragon Boat Race
05 EXSA presentation ceremony
06 Let’s synergise group photo
73
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Awards & Accolades FY2013
Corporate
Residential
Commercial
• Singapore Health Award 2012 & 2013
(Silver) by Health Promotion Board -
Frasers Centrepoint Limited
• FIABCI Singapore Property Awards
2012 - Residential High Rise category
- Soleil @ Sinaran
• Excellent Service Awards 2012 by
SPRING Singapore - Changi City
Point, Northpoint, & YewTee Point
• 8th China Hotel Starlight Award 2012
- Best Serviced Apartment Brand of
China - Frasers Hospitality Pte. Ltd.
• FIABCI Prix d’Excellence Awards
2013 (Silver) - Residential High Rise
category - Soleil @ Sinaran
• BCA Green Mark Gold - Eight
Courtyards
• BCA Construction Excellence
Awards 2013 (Merit) - Martin Place
Residences
• Environmental Excellence Award
2013 by the Urban Development
Institute - Frasers Landing, Western
Australia
• World Travel Awards 2012 - World’s
Leading Serviced Apartment Brand -
Frasers Hospitality Pte. Ltd.
• World Travel Awards 2013 - Middle
East’s Leading Serviced Apartment
Brand - Frasers Hospitality Pte. Ltd.
• World Travel Awards 2013 - Bahrain’s
Leading Serviced Apartments - Fraser
Suites Bahrain
• World Travel Awards 2013 - Qatar’s
Leading Serviced Apartments - Fraser
Suites Doha
• World Travel Awards 2013 - Dubai’s
Leading Serviced Apartments - Fraser
Suites Dubai
• Expatriate Management and Mobility
Awards (EMMA) 2012 & 2013 -
Corporate Housing Provider of the
Year - Frasers Hospitality Pte. Ltd.
• Asia’s Most Promising Brand 2012 &
2013 by World Consulting & Research
Corporation - Frasers Hospitality
Pte. Ltd.
• Asia’s Most Promising Leader 2012 &
2013 by World Consulting & Research
Corporation - Mr Choe Peng Sum
• Best Serviced Apartment Provider,
Singapore 2013 by Business
Destinations - Frasers Hospitality
Pte. Ltd.
• Friend of the Arts Award 2013 by
National Arts Council - Frasers
Hospitality Pte. Ltd.
74
• IR Magazine Awards South East Asia
2012 - Grand Prix for best overall
investor relations (mid/small cap) -
Frasers Centrepoint Trust
• Australian Water Association WA Water
Award 2012 - Central Park Perth
• Singapore Service Class Award
(2012 - 2015) by SPRING Singapore
- Anchorpoint
- Compass Point
- Northpoint
- The Centrepoint
- YewTee Point
• BCA Green Mark Gold
- China Square Central
- Valley Point (Office & Retail)
- 55 Market Street
• ‘We Welcome Families’ Excellence
Awards by Businesses For Families
Council - Changi City Point &
Northpoint
• ‘We Welcome Families’ Achiever
Award by Businesses For Families
Council - The Centrepoint, Bedok
Point & Compass Point
• Eco Office Award by Singapore
Environment Council
- China Square Central
- 51 Cuppage Road
- Valley Point
- Robertson Walk
- Alexandra Point
- Alexandra Technopark
• Singapore Corporate Awards 2013
by the Business Times - Bronze for
IR REIT/Business Trust category -
Frasers Centrepoint Trust
• Singapore Property Awards 2013 -
Industry category - Changi City
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Hospitality
• 8th China Hotel Starlight Award 2012
- Best Serviced Apartment of China -
Fraser Suites Suzhou
• Winner of Investors in People 2012
• Golden Horse Award - Best
by Investors in People - Fraser Suites
Glasgow
International Service Apartment in
China - Fraser Suites Chengdu
• Excellent Service Award 2012 by
SPRING Singapore
- Fraser Suites River Valley, Singapore
- Fraser Place Robertson Walk,
Singapore
- Fraser Place Fusionopolis,
Singapore
- Fraser Residence Orchard,
Singapore
- Capri by Fraser, Changi City,
Singapore
• Indonesia Travel Tourism Awards
2012/2013 - Indonesia’s Leading
Serviced Apartment and Suite
- Fraser Residence Sudirman,
Jakarta
• Asia Hotel Golden Olive Awards -
Best Serviced Apartment of the Year
2013 - Fraser Residence CBD East,
Beijing
• The Best Service Apartment by
• Golden Pillow Awards 2013 - Best
Serviced Apartment in China - Fraser
Suites Top Glory, Shanghai
Japanese Community in Pearl River
Area by Crossroad 2012 & 2013 -
Fraser Place Shekou, Shenzhen
• Best Serviced Apartment by Time Out
- Fraser Suites Top Glory, Shanghai
• Best Service Award 2012 by City
Weekend - Fraser Suites Top Glory,
Shanghai
• Best Serviced Apartment by Shanghai
Business Review - Fraser Suites Top
Glory, Shanghai
• Certificate of Quality Selection 2012
by Holidaycheck.com - Fraser Suites
Harmonie, Paris La Défense
• The Best Serviced Apartment of
China by China Hotel - Fraser Suites
Top Glory, Shanghai
• Business Traveller Awards 2012 -
Best Serviced Apartment - Fraser
Suites Dubai
• Best Interior Decoration Award 2012
by City Weekend - Modena Putuo
Shanghai
• Top Ranked Seoul Hotel 2012
by Booking.com - Fraser Suites
Insadong, Seoul
• Excellent Performance in Hospitality
by Guide Awards 2012, The Guide
Magazine - Fraser Suites Hanoi
• The Best Serviced Residence
Excellence Award 2012 by Expatriate
Lifestyle Magazine - Fraser Place
Kuala Lumpur
• HM Awards for Hotel &
Accommodation Excellence 2012 &
2013 - Serviced Apartment Property
of the Year - Fraser Suites Sydney
• Travellers’ Choice Award 2013 by Trip
Advisor
- Fraser Residence Budapest
- Fraser Suites Top Glory, Shanghai
- Fraser Place Kuala Lumpur
- Fraser Residence Nankai, Osaka
• Certificate of Excellence 2013 by Trip
Advisor
- Fraser Suites Sydney
- Fraser Suites River Valley, Singapore
- Fraser Suites Glasgow
- Fraser Suites Seef Bahrain
- Fraser Suites Doha
- Fraser Suites Dubai
- Fraser Suites Harmonie Paris La
Defense
- Fraser Suites Le Claridge
- Fraser Place Kuala Lumpur
- Fraser Place Anthill Istanbul
- Fraser Place Canary Wharf
- Fraser Place Melbourne
- Fraser Residence Budapest
- Fraser Residence Shanghai
- Modena Putuo Shanghai
- Modena Jinjihu Suzhou
• Arts Supporter Award 2013 by
National Arts Council, Singapore
- Capri by Fraser, Changi City,
Singapore
• Singapore Green Hotel Award 2013
by Singapore Hotel Association
- Capri by Fraser, Changi City,
Singapore
• AsiaRooms Hotel Awards 2013
- Best Airport Hotel - Capri by Fraser,
Changi City, Singapore
- Most Loved Hotel (Finalist) - Capri
by Fraser, Changi City, Singapore
75
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Enterprise-Wide
Risk Management (ERM)
Enterprise-wide Risk Management is
an integral part of the organisational
process. FCL maintains a risk
management system to proactively
manage risks to support the
achievement of its business objectives.
Through active risk management,
Management creates and preserves
value for the organisation.
Risk Management Process
FCL maintains a high level of corporate
discipline and governance by adopting
a risk management framework that is
dynamic and relevant. The framework
links our risk management process with
the organisation’s strategic objectives.
Risks are identified, assessed, and
mitigating measures developed to
address and manage those risks.
The risk management process is
integrated and coordinated. It is
embedded in the organisation across
all business units. The ownership
of these risks lies with the heads of
the respective business units who
review risks and mitigating measures
quarterly. Risks that have a potential
material impact on the business units
are identified and assessed. The risk
exposures and mitigating measures
are tracked in a risk register maintained
in a Corporate Risk Scorecard system.
Where applicable, Key Risk Indicators
(“KRIs”) are established to monitor
risks. For the financial year ended 30
September 2013, key material risks and
their associated mitigating measures
were consolidated at the Company level
and reported to the Risk Management
Committee of FCL’s parent company,
Fraser and Neave, Limited (“F&N”).
Risk tolerance statements of the
Company setting out the nature and
extent of the significant risks that the
Company is willing to take in achieving
its strategic objectives have been
formalised and adopted. The risk
tolerance statements will be reviewed
periodically.
An annual ERM validation is held,
with all heads of business units
providing assurance to the Group Chief
Executive Officer, that key risks at the
business unit level have been identified
and the associated mitigating measures
are effective and adequate. An ERM
validation report for the financial year
ended 30 September 2013 was
submitted for review by the Risk
Management Committee of F&N,
where Management provided
assurance that the risk management
system was adequate and effective
as at 30 September 2013 to address
risks that are considered relevant and
material to FCL’s operations.
At FCL, our risk management culture
is enhanced by risk awareness
briefings conducted for new recruits.
During the financial year, 13 risk
awareness sessions have been held.
Refresher sessions are also organised
for existing staff when required.
FCL’s enterprise-wide risk
management system is benchmarked
against market practice and regulatory
guidelines. One initiative undertaken
by Management is the implementation
of control self-assessment for several
key processes, which promotes
accountability and risk ownership.
Another initiative is the implementation
of a Comfort Matrix framework,
which provides an overview of the
mitigating measures and assurance
processes of key financial, compliance
and operational (including information
technology) risks.
76
Key Risks
Throughout the financial year,
Management has been monitoring key
material risks that affect the Company.
The following are some of the key
potential risks that the Company is
exposed to:
Country Risks (Economic, Political
and Regulatory Risks)
FCL operates and invests in many
countries. The risk of adverse changes
in the global economy can reduce
profits, result in revaluation losses and
affect the Company’s ability to sell its
residential development stock.
Inconsistent and frequent changes in
regulatory policies may also result in
higher operating and investment costs,
loss in productivity and disruptions to
business operations.
To mitigate these risks, FCL adopts a
prudent approach in selecting locations
for its investment. Measures are in place
to monitor the markets closely, such as
through maintaining good working
relationships with local authorities,
business associations and local contacts,
and reviewing expert opinions and market
indicators, to keep abreast of economic,
political and regulatory changes.
Where the need arises, FCL will
reassess its business and marketing
plans accordingly.
Foreign Currency and Interest Rate
Risks
With worldwide operations, FCL is
exposed to changes in currency
exchange rates and interest rates.
The Company uses derivatives and other
financial instruments to hedge against
these risks. Policies and processes are
in place to facilitate the monitoring and
management of risks in a timely manner.
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Good corporate governance is essential to the success of FCL. FCL is firmly committed to setting and maintaining high standards
of corporate governance and corporate transparency, and adheres to sound corporate policies, business practices and a system of
internal controls. Operating within such a framework allows FCL to safeguard the assets of the Group and Shareholders’ interests
whilst pursuing sustainable growth and enhancement of value for shareholders.
The Company believes in compliance with applicable laws, rules and regulations. The Company is listed on 9 January 2014 and
will comply with the principles and guidelines of the Code of Corporate Governance 2012 (the “Code 2012”) to such extent and
as best as it can.
A. BOARD MATTERS
Principle 1: The Board’s Conduct of Affairs
The Board is entrusted with oversight of the business performance and affairs of the FCL Group, and is responsible for the Group’s
overall entrepreneurial leadership, strategic direction, performance objectives and long-term success.
Our current Board of Directors1 are highly qualified and non-executive. There are 10 Directors on the Board, including two female
directors in recognition of the importance and value of gender diversity, and they comprise:
Mr Charoen Sirivadhanabhakdi (Chairman)2
Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)3
Mr Charles Mak Ming Ying4
Mr Chan Heng Wing4
Mr Philip Eng Heng Nee4
Mr Weerawong Chittmittrapap4
Mrs Siripen Sitasuwan4
Mr Chotiphat Bijananda5
Mr Panote Sirivadhanabhakdi5
Mr Sithichai Chaikriangkrai6
Notes:
1
The prior Board of FCL comprised Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi, Mr Sithichai Chaikriangkrai, Mr Lim Ee Seng, Mr Anthony Cheong
and Mr Chia Khong Shoong. Mr Lim, Mr Cheong and Mr Chia resigned from the Board on 25 October 2013. Mr Lee Hsien Yang who was on the Board at the
beginning of the financial year resigned from the Board on 26 February 2013.
2 Mr Charoen Sirivadhanabhakdi was appointed as a non-executive and non-independent Director on 25 October 2013.
3 Khunying Wanna Sirivadhanabhakdi joined the Board as a non-executive and non-independent Director on 7 January 2014.
4 Mr Charles Mak, Mr Chan Heng Wing, Mr Philip Eng, Mr Weerawong Chittmittrapap and Mrs Siripen Sitasuwan were appointed as non-executive and
independent Directors on 25 October 2013.
5 Mr Chotiphat Bijananda and Mr Panote Sirivadhanabhakdi were appointed as non-executive and non-independent Directors on 8 March 2013.
6 Mr Sithichai Chaikriangkrai was appointed as a non-executive and non-independent Director on 7 August 2013.
The Board will also review annual budgets, financial plans, major acquisitions and divestments, funding and investment
proposals, monitor the financial performance of the Group and Management’s performance, and ensure compliance by the
Group with relevant laws and regulations. The Board intends to meet regularly, and during Board meetings, our Directors will
actively participate in, discuss, deliberate and appraise matters requiring its attention and decision. If required, time will be set
aside after scheduled Board meetings for discussions amongst our Directors without the presence of Management, in line with
the guidelines of Code 2012, so as to facilitate a more effective check on Management.
77
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Board Matters (cont’d)
Delegation of Authority on certain Board Matters
In order for the Board to efficiently provide strategic oversight of FCL, it delegates specific areas of responsibilities to five Board
Committees namely, the Board Executive Committee (“EXCO”)1, the Audit Committee (“AC”), the Nominating Committee (“NC”),
the Remuneration Committee (“RC”) and the Risk Management Committee (“RMC”). Each Board Committee is governed by
clear Terms of Reference which have been approved by the Board2. Minutes of all Board Committee meetings will be circulated
to the Board so that Directors are aware of and kept updated as to the proceedings and matters discussed during such meetings.
Notes:
1
2
The Terms of Reference of the EXCO were updated and approved by the Board and adopted on 25 October 2013.
The AC, NC, RC and RMC were constituted, and Terms of Reference for each of these Committees were approved by the Board and adopted, on 25 October 2013.
The Company adopts a framework of delegated authorisations in its Manual of Authority (“MOA”). The MOA defines the procedures
and levels of authorisation required for specified transactions. It also sets out approval limits for operating and capital expenditure
as well as acquisitions and disposals of investments. The MOA also contains a schedule of matters specifically reserved to
the Board for approval. These include approval of annual budgets, financial plans, financial statements, business strategies and
material transactions, such as major acquisitions, divestments, funding and investment proposals. The MOA authorises the EXCO
to approve certain transactions up to specified limits, beyond which the approval of the Board needs to be obtained. Below the
Board and EXCO levels, there are appropriate delegations of authority and approval sub-limits at Management level, to facilitate
operational efficiency. To address and manage possible conflicts of interest that may arise between Directors’ interests and those
of the Group, Directors are required to abstain from voting on any matter in which they are so interested or conflicted.
Board Executive Committee (or EXCO)
The current EXCO2 is made up of the following members:
Mr Charoen Sirivadhanabhakdi
Mr Charles Mak
Mr Chotiphat Bijananda
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
Chairman
Vice-Chairman
Vice-Chairman
Member
Member
Notes:
1
The prior EXCO of FCL comprised Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi, Mr Sithichai Chaikriangkrai, Mr Lim Ee Seng, Mr Anthony Cheong
and Mr Chia Khong Shoong. Mr Lim, Mr Cheong and Mr Chia resigned from the Board and from the FCL EXCO on 25 October 2013. Mr Lee Hsien Yang who
was on the Board and the Chairman of the FCL EXCO at the beginning of the financial year, resigned from the Board and the FCL EXCO on 26 February 2013.
The current EXCO was appointed on 25 October 2013.
2
The EXCO assumes oversight of the business affairs of FCL. The EXCO will formulate the FCL Group’s strategic development
initiatives, provide direction for new investments and material financial and non-financial matters to ensure that the Group achieves
its desired performance objectives and enhances long-term shareholder value, and will oversee the Company’s and the Group’s
conduct of business and corporate governance structure.
The activities and responsibilities of other Board Committees are described in the following sections of this report.
Meetings of the Board and Board Committees
The Board and its various Board Committees will meet regularly, and also as required by business needs or if their members deem
it necessary or appropriate to do so.
78
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Board Matters (cont’d)
The Directors will be given direct access to the Management team of the Group’s business divisions through presentations at
Board and Board Committee meetings. Where required or requested by Board members, site visits and meetings with personnel
from the Group’s business divisions may also be arranged in order for Directors to have an intimate understanding of the key
business operations of each division. The Company’s Articles of Association provide for Board members who are unable to
attend physical meetings to participate through telephone conference, video conference or any other forms of electronic or
instantaneous communication facilities.
A letter of appointment setting out, among other things, a Director’s duties and obligations including, where appropriate, how to
deal with conflicts of interest, will be issued to all new Directors. A comprehensive orientation programme will also be conducted
to familiarise new appointees with the business activities, strategic directions, policies and corporate governance practices of
the FCL Group. This programme will allow new Directors to get acquainted with senior Management, and will also foster better
rapport and facilitate communications with Management.
Our Directors will be kept continually and regularly updated on the Group’s businesses and the regulatory and industry-specific
environments in which the entities of the Group operate. Updates on relevant legal, regulatory and technical developments
may be in writing or disseminated by way of briefings, presentations and/or handouts. Our Directors are also encouraged to be
members of the Singapore Institute of Directors (“SID”) and for them to receive journal updates and training from SID to stay
abreast of relevant developments in financial, legal and regulatory requirements, and the business environment and outlook.
Principle 2: Board Composition and Guidance
Our current Board comprises 10 non-executive Directors, of whom five are independent. Based on representations made by
each of these independent Directors, none of them has any relationship with the Company, its related corporations1, our 10%
shareholders2 or FCL’s officers that could interfere, or be reasonably be perceived to interfere, with the exercise of each of their
independent business judgment with a view to the best interests of the Company. These five independent Directors will help to
uphold good corporate governance at the Board level and their presence will facilitate the exercise of independent and objective
judgment on corporate affairs. Their participation and input will also ensure that key issues and strategies are critically reviewed,
constructively challenged, fully discussed and thoroughly examined, and takes into account the long-term interests of FCL and its
Shareholders.
Notes:
1 Code 2012 defines “related corporations” as having the same meaning under the Companies Act, Chapter 50 i.e. a corporation that is the company’s holding
company, subsidiary or fellow subsidiary.
2 Code 2012 defines a ten percent (10%) shareholder as a person who has an interest or interests in one or more voting shares in the company and the total
votes attached to that share, or those shares, is not less than ten percent (10%) of the total votes attached to all the voting shares in the company.
A review of the size and composition of the Board will be undertaken by the Company to see if these aspects can fulfill the needs
of the Group. The Nominating Committee (“NC”) will also determine if the current size and composition of the Board is appropriate
for the scope and nature of the Group’s operations, and facilitate effective decision-making. In line with Code 2012, the Committee
will take into account the requirements of the Group’s businesses and the need to avoid undue disruptions from changes to the
composition of the Board and Board Committees. No individual or group dominates the Board’s decision-making process.
The Board proactively seeks to maintain an appropriate balance of expertise, skills and attributes among the Directors. This is also
reflected in the diversity of backgrounds and competencies of our Directors, whose competencies range from banking, finance,
accounting and legal to relevant industry knowledge, entrepreneurial and management experience, and familiarity with regulatory
requirements and risk management. This is beneficial to the Company and its Management as decisions by, and discussions with,
the Board would be enriched by the broad range of views and perspectives and the breadth of experience of our Directors.
79
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Board Matters (cont’d)
The Directors will be provided with accurate, complete and timely information and have direct and unrestricted access to
Management. This is to give the Board and Board Committees sufficient time to critically evaluate and consider issues relevant
to the Company and its businesses and operations. This will also allow our Directors to carry out their duties and discharge their
oversight functions more effectively.
Principle 3: Chairman and Chief Executive Officer
The Chairman and the Group Chief Executive Officer (“Group CEO”) of the Company, Mr Lim Ee Seng are separate persons
to ensure an appropriate balance and separation of power and authority, and clear division of responsibilities and accountability.
The Chairman, who is non-executive, is not related to the Group CEO and neither is there is any business relationship between
them. Likewise, none of the chief executive officers of the Group’s business divisions and the Group CEO are related to each
other, and neither is there any other business relationships between or among them.
The Chairman leads the Board and ensures its effectiveness by, among other things, steering effective, productive and
comprehensive discussions amongst Board members and the Management team on strategic, business and other key issues
pertinent to the business and operations of the Group. In addition, the Chairman also makes sure, with the support of the Company
Secretary, that Directors are provided with clear, complete and timely information in order to make sound, informed decisions.
The Chairman encourages active and effective engagement, participation by and contribution from all Directors, and facilitates
constructive relations among and between them and Management. With the full support of the Board, Company Secretary and
Management, the Chairman will spur the Company to promote, attain and maintain the highest standards of corporate governance
and transparency.
Principle 4: Board Membership
Nominating Committee (or NC)
The NC1 is made up of the following Directors:
Mr Weerawong Chittmittrapap
Mr Chan Heng Wing
Mr Chotiphat Bijananda
Chairman
Member
Member
A majority of the members of this Committee, including the Chairman, are independent non-executive Directors.
Note:
1
The NC was constituted on 25 October 2013.
The NC is guided by written Terms of Reference approved by the Board and which set out the duties and responsibilities of this
Committee. It is responsible for reviewing the structure, size and composition of the Board, identifying the balance of skills,
knowledge and experience required for the Board to discharge its responsibilities effectively, and for nominating candidates to
meet the needs and requirements of the Group.
Annually, the NC will assess the independence of each Director, the performance of the Board as a whole, and the contribution of
each Director to the effectiveness of the Board. The NC is also required to determine whether Directors who hold multiple board
representations are able to and have been devoting sufficient time to discharge their responsibilities adequately. Code 2012 requires
listed companies to fix the maximum number of board representations on other listed companies that their directors may hold and
to disclose this in their annual report. Details of such directorships and other principal commitments of our Directors may be found
on pages 24 to 28. In determining whether each Director is able to devote sufficient time to discharge his or her duties, the NC will
80
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Board Matters (cont’d)
take cognizance of the Code 2012 requirement, but is of the view that its assessment should not be restricted to the number of
board representations of each Director – and their respective principal commitments – per se. Holistically, the contributions by the
Directors to and during meetings of the Board and relevant Board Committees as well as their attendance at such meetings should
also be taken into account.
The NC will also review all nominations for appointments and re-appointments to the Board and to Board Committees, and will
submit its recommendations for approval by the Board taking into account an appropriate mix of core competencies for the Board
to fulfill its roles and responsibilities.
The Committee will take the lead in identifying, evaluating and selecting suitable candidates for new directorships. In its search
and selection process, the NC will consider factors such as the ability of the prospective candidate to contribute to discussions,
deliberations and activities of the Board and Board Committees. It will also review the composition of the Board – including the mix
of expertise, skills and attributes of Directors – so as to identify needed and/or desired competencies to supplement the Board’s
existing attributes. Where it deems necessary or appropriate, the Committee may tap on its networking contacts and/or engage
external professional headhunters to assist with identifying and shortlisting candidates.
The Company’s Articles of Association provides that at least one-third of its Directors shall retire from office and are subject to
re-election at every Annual General Meeting of the Company (“AGM”). All Directors are required to retire from office at least
once every three years. The NC will assess and evaluate whether Directors retiring at each AGM are properly qualified for
reappointment by virtue of their skills, experience and contributions. Newly-appointed Directors during the year must also submit
themselves for retirement and re-election at the next AGM immediately following their appointment. The Shareholders approve
the appointment or re-appointment of Board members at the AGM.
Going forward, the NC will determine the independence of each Director annually based on the definitions and guidelines of
independence set out in Code 2012.
For the current Board, the status of each Director is as follows:
Mr Charoen Sirivadhanabhakdi1
Khunying Wanna Sirivadhanabhakdi1
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Weerawong Chittmittrapap
Mrs Siripen Sitasuwan
Mr Chotiphat Bijananda2
Mr Panote Sirivadhanabhakdi3
Mr Sithichai Chaikriangkrai2
Non-Independent
Non-Independent
Independent
Independent
Independent
Independent
Independent
Non-Independent
Non-Independent
Non-Independent
Notes:
1 Each of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi are directly or indirectly interested in not less than ten percent (10%) of the total
voting shares in the Company.
2 Under Code 2012, these Directors are deemed non-independent by virtue of their being directly associated with a ten percent (10%) Shareholder of the Company.
3 Mr Panote Sirivadhanabhakdi is an immediate family member of a ten percent (10%) shareholder of the Company.
81
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Board Matters (cont’d)
Key Information regarding Directors
Key information on the Directors is set out on pages 24 to 28.
Principle 5: Board Performance
The effectiveness of the Board as a whole and the contribution by each Director to the effectiveness of the Board will be assessed
annually.
All Directors will be required to assess the performance of the Board and the Board Committees. The assessment will be likely to
cover areas such as Board processes, managing the Company’s performance, effectiveness of the Board Committees, and Director
development, and management self-evaluation. Directors will also be asked to provide input on issues which do not fall under
these categories, for instance, addressing specific areas where improvements can be made. Feedback and comments received
from the Directors would then be reviewed by the NC, in consultation with the Chairman of the Board. External consultants
may also be engaged to facilitate the formulation and implementation of the Board evaluation process.
Principle 6: Access to Information
Management will be required to provide the Board with detailed Board papers specifying relevant information and commercial
rationale for each proposal for which Board approval is sought. Such information will include relevant financial forecasts, risk analyses,
mitigation strategies, feasibility studies and key commercial issues for the Board’s attention and consideration. Reports on major
operational matters, business development activities, financial performance, potential investment opportunities and budgets will
also be circulated to the Board.
A calendar of activities will be scheduled for the Board a year in advance, with Board papers and agenda items dispatched to the
Directors about a week before scheduled meetings as far as possible. This is to give Directors sufficient time to review and consider
the matters being tabled and/or discussed so that discussions can be more meaningful and productive. Senior Management from
the Company’s business divisions will be requested to attend meetings of the Board and the Board Committees in order to
provide input and insight into matters being discussed, and to respond to any queries that the Directors may have. The Board will
also have separate and independent access to the Company’s senior Management and the Company Secretary.
The Company Secretary will attend all Board meetings, ensure that Board procedures are complied with, and provide advice and
guidance on corporate governance, and on legal and regulatory compliance. The Company Secretary will also facilitate and act
as a channel of communication for the smooth flow of information to and within the Board and its various Committees, as well
as between and with senior Management. Additionally, the Company Secretary will solicit and consolidate Directors’ feedback
and evaluation from time to time, arrange for and facilitate orientation programmes for new Directors and will assist with their
professional development as required. The Company Secretary will be the Company’s primary channel of communication with
SGX-ST.
Where it is necessary for the efficacious discharge of their duties, the Directors may seek and obtain independent professional
advice at the Company’s expense.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
B. REMUNERATION MATTERS
Principle 7: Procedures for Developing Remuneration Policies
Remuneration Committee (or RC)
The RC1 is made up of non-executive Directors, the majority of whom, including the Chairman, are independent Directors. It comprises
the following members:
Mr Philip Eng Heng Nee
Mr Charles Mak Ming Ying
Mrs Siripen Sitasuwan
Mr Panote Sirivadhanabhakdi
Chairman
Member
Member
Member
Note:
1
The RC was constituted on 25 October 2013.
The RC’s main responsibility is to assist the Board in establishing a formal and transparent process for developing policies on
executive remuneration and development. Such policies will be submitted to the Board for approval. The RC will also review
remuneration packages and service terms of individual Directors and the Group CEO. Additionally, the RC’s duties will include
reviewing and making recommendations on the remuneration framework for the Board and key management personnel (such as
the chief executive officers of the business divisions of the Company). The RC will also oversee the framework for remuneration
and other terms of service for other key Management of the Company.
Annually, the RC will review the level and mix of remuneration and benefits policies and practices of the Company, including
long-term incentives. When conducting such reviews, the RC will take into account the performance of the Company and that of
individual employees. It will also review and approve the framework for salary reviews, performance bonus and incentives for key
Management of the Group.
The RC will also conduct an annual review of the development and succession plans for key Management and the leadership
pipeline for the Company. In doing so, the RC will align the Group CEO’s leadership – through appropriate remuneration and
benefits policies and long-term incentives – with the Company’s strategic objectives and key challenges. Performance targets will
also be set for the Group CEO and his performance evaluated yearly.
The RC may from time to time, and where necessary or required, engage external consultants in framing the remuneration policy
and determining the level and mix of remuneration for Directors and Management. Among other things, this helps the Company
to stay competitive in its remuneration packages.
Principle 8: Level and Mix of Remuneration
In recommending the level and mix of remuneration, the RC will seek to build, motivate and retain Directors and key Management.
It will ensure that competitive remuneration policies and practices are in place to draw and motivate high-performing executives
so as to drive the Group’s businesses to greater growth, efficiency and profitability. In its deliberation, the RC will take into
consideration industry practices and will benchmark against relevant industry players to ensure that its remuneration and
employment conditions are competitive.
The Company’s compensation framework comprises fixed pay and short-term and long-term incentives. The Company subscribes
to linking executive remuneration to corporate and individual performance, based on an annual appraisal of employees and using
indicators such as core values, competencies, key result areas, performance rating, and potential of the employees. Long-term incentive
schemes are put in place to motivate and reward employees and align their interests to maximise long–term Shareholder value.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Remuneration Matters (cont’d)
Long Term Incentive Plans
The RC will be responsible for administering the Company’s share-based remuneration incentive plans, namely, the FCL Restricted
Share Plan (“RSP”) and FCL Performance Share Plan (“PSP”)1.
Note:
1
The FCL RSP and FCL PSP were approved by the Board and adopted on 25 October 2013.
Through the RSP and PSP, the Company seeks to foster a greater ownership culture within the FCL Group by aligning more
directly the interests of key senior Management and senior executives with the interest of Shareholders, and for such employees
to participate and share in the Group’s growth and success.
The RSP is available to a broader base of senior executives compared to the PSP. Its objectives are to increase the Company’s
flexibility and effectiveness in its continuing efforts to attract, motivate and retain talented senior executives and to reward these
executives for the performance of the Company and that of the individual. The PSP applies to senior Management in key positions
who shoulder the responsibility of the Company’s performance and who are able to drive the growth of the Company through
superior performance. It serves as further motivation to key senior Management in striving for excellence and delivering long-term
Shareholder value.
Under the RSP and PSP, the Company grants share-based awards (“Base Awards”) conditional upon pre-determined performance
targets being met. These targets are set by the RC in its absolute discretion for the performance conditions to be met over the
performance period. The performance period for the RSP and PSP are two years and three years respectively. For the RSP, the
targets set are the achievement of Attributable Profit Before Fair Value Adjustment and Exceptional Items and Return On Capital
Employed.
For the PSP, the pre-set targets are based on Return On Invested Capital, Total Shareholders’ Return Relative to the Straits Times
Index and Absolute Shareholders’ Return as a multiple of Cost of Equity.
The awards represent the right to receive fully paid shares, their equivalent cash value or a combination thereof, free of charge,
provided certain prescribed performance conditions are met. The final number of shares to be released will depend on the
achievement of the pre-determined targets at the end of the performance period. If such targets are met and/or exceeded, more
shares than the Base Awards can be delivered, subject to a maximum percentage of the Base Awards.
The maximum number of Company shares which can be released, when aggregated with the number of new shares issued pursuant
to the vesting of awards under the RSP and PSP will not exceed ten percent (10%) of the issued share capital of the Company.
Senior management participants are required to hold a minimum number of the shares released to them under the RSP and PSP
to maintain a beneficial ownership stake in the Company for the duration of their employment or tenure with the Company.
To date, no awards have been granted under the FCL RSP and PSP.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Remuneration Matters (cont’d)
Principle 9: Disclosure on Remuneration
Remuneration of Directors and Top Five Key Management Personnel
Information on the remuneration of Directors of the Company and key management personnel of the Group for the financial
year ended 30 September 2013 are set out below.
Directors of the Company1
Mr Charoen Sirivadhanabhakdi2
Khunying Wanna Sirivadhanabhakdi2
Mr Charles Mak Ming Ying3
Mr Chan Heng Wing3
Mr Philip Eng Heng Nee3
Mr Weerawong Chittmittrapap3
Mrs Siripen Sitasuwan3
Mr Chotiphat Bijananda1
Mr Panote Sirivadhanabhakdi1
Mr Sithichai Chaikriangkrai1
Remuneration
$
Director Fee
%
N.A.
N.A.
N.A.
N.A.
75,0004
N.A.
N.A.
37,5005
37,5005
6,2505
N.A.
N.A.
N.A.
N.A.
100
N.A.
N.A.
100
100
100
Total
%
N.A.
N.A.
N.A.
N.A.
100
N.A.
N.A.
100
100
100
Notes:
1 At the beginning of the financial year, the Board of FCL comprised Mr Lee Hsien Yang, Mr Lim Ee Seng, Mr Anthony Cheong and Mr Chia Khong Shoong.
Mr Lee resigned from the Board of FCL on 26 February 2013 and was paid the sum of $61,607 being Director’s fees for the period 1 October 2012 to 26
February 2013. Mr Sithichai Chaikriangkrai was appointed as a non-executive and non-independent Director on 7 August 2013, and Mr Chotiphat Bijananda
and Mr Panote Sirivadhanabhakdi were appointed as non-executive and non-independent Directors on 8 March 2013. Mr Lim, Mr Cheong and Mr Chia
resigned from the Board on 25 October 2013. As nominees of F&N who were employees of F&N (in the case of Mr Cheong) and FCL (for Mr Lim and
Mr Chia) respectively, none of them received Director’s fees. As key management personnel of the Company, Mr Lim and Mr Chia’s remuneration are set out
in the following table.
2 Each of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi were appointed as non-executive and non-independent Directors on 25 October
2013 and 7 January 2014 respectively.
3 Mr Charles Mak, Mr Chan Heng Wing, Mr Philip Eng, Mr Weerawong Chittmittrapap and Mrs Siripen Sitasuwan were appointed as non-executive and independent
Directors on 25 October 2013.
4 Being payment of director’s fees of $75,000 from FCL’s subsidiary, Frasers Centrepoint Asset Management Ltd.
5
These fees have not been paid.
Remuneration of Key Management
Personnel for Year Ended
30 September 2013
Between $3,500,000 and $3,750,000
Mr Lim Ee Seng
Between $900,000 and $1,150,000
Mr Tang Kok Kai Christopher
Mr Chia Khong Shoong
Mr Choe Peng Sum
Mr Cheang Kok Kheong
Salary
%
Bonus
%
Allowances /
Benefits
%
Long Term
Inc / Benefits
%
Total
%
35
44
42
42
39
29
26
25
24
24
4
5
5
6
5
32
25
28
28
32
100
100
100
100
100
There are no existing or proposed service agreements entered into or to be entered into by the Company or any of its
subsidiaries with Directors, the Group CEO or other key management personnel which provide for compensation in the form of
stock options, or pension, retirement or other similar benefits, or other benefits, upon termination of employment.
There are no employees within the FCL Group who are immediate family members of a Director, and whose remuneration
exceeds $50,000 during the year.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Remuneration Matters (cont’d)
Directors’ Fees
The remuneration of non-executive Directors takes into account their level and quality of contribution and their respective
responsibilities, including attendance and time spent at Board meetings and Board Committee meetings. Directors will
be paid a basic fee and attendance fees for attending Board meetings. Non-Executive Directors who perform services
through Board Committees will be paid additional basic and attendance fees for such services. No Director decides his own
fees. Directors’ fees will be reviewed periodically to benchmark such fees against the amounts paid by other major listed
companies.
C. ACCOUNTABILITY AND AUDIT
Principle 10: Accountability
FCL prepares its financial statements in accordance with the Singapore Financial Reporting Standards (“SFRS”) prescribed by the
Accounting Standards Council. The Board will provide Shareholders with quarterly and annual financial reports, and will release its
quarterly and full year financial results through announcements to the SGX-ST and, where appropriate, press releases and media
and analysts’ briefings. In communicating and disseminating its results, FCL will aim to present a balanced and clear assessment
of the Group’s performance, position and prospects.
Principle 11: Risk Management and Internal Controls
The Company maintains a sound system of internal controls with a view to safeguard its assets and Shareholders’ investments.
The Audit Committee (or AC)1, with the assistance of internal and external auditors, will review and report to the Board on the
adequacy of the Company’s system of controls, including financial, operational and compliance controls, established by Management.
In assessing the effectiveness of internal controls, the AC will ensure primarily that key objectives are met, material assets are
properly safeguarded, fraud or errors in the accounting records are prevented or detected, accounting records are accurate and
complete, and reliable financial information is prepared in compliance with applicable internal policies, laws and regulations.
Note:
1
The AC was constituted on 25 October 2013.
The importance and emphasis placed by the FCL Group on internal controls is underpinned by the fact that the key performance
indicators for Management’s performance takes into account the findings of both internal and external auditors and the number
of unresolved or outstanding issues raised in the process.
Risk Management Committee
The Board, through the Risk Management Committee (or RMC)1, reviews the adequacy of the Group’s risk management
framework to ensure that robust risk management and internal controls are in place. The Company has adopted an enterprise-
wide risk management (“ERM”) framework to enhance its risk management capabilities. Key risks, mitigating measures and
management actions are continually identified, reviewed and monitored as part of the ERM process. Financial and operational key
risk indicators are in place to track key risk exposures. Apart from the ERM process, key business risks are thoroughly assessed by
Management and each significant transaction is comprehensively analysed so that Management understands the risks involved
before it is embarked upon.
Note:
1
The RMC was constituted on 25 October 2013.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Accountability and Audit (cont’d)
The RMC will oversee the risk management framework and policies of the Group. It is responsible for, among other things,
reviewing the Group’s strategy, policies, enterprise-wide risk management framework, processes and procedures for identifying,
measuring, reporting and mitigating key risks in the Group’s businesses and operations. The RMC will report material matters,
findings and recommendations to the Board. Together with the AC, the RMC will help to ensure that Management maintains a
sound system of risk management and internal controls to safeguard the interests of Shareholders and the assets of the Group.
The RMC will also provide guidance to Management, and will assist the Board in determining the nature and extent of significant
risks which the Board is willing to take in achieving the Group’s strategic objectives. The meetings of the RMC will be attended
by the senior Management of the Group, and will serve as a forum to review and discuss material risks and exposures of these
businesses and their strategies to mitigate risks.
The RMC comprises the following members:
Mr Chotiphat Bijananda
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Weerawong Chittmittrapap
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
Chairman
Member
Member
Member
Member
Member
Periodic updates will be provided to the RMC on the Group’s risk profile. These updates will include an assessment of the Group’s key
risks by major business units, risk categories, and the status and changes in plans undertaken by Management to manage key risks.
Using a comfort matrix of key risks, the material financial, compliance and operational (including information technology) risks of
the Company have been documented and presented against strategies, policies, people, processes, systems, mechanisms and
reporting processes that have been put in place. The Management of the Company also carries out control self-assessment in
key areas of their respective businesses and operations to evaluate the adequacy and effectiveness of their risk management
measures and internal controls.
Based on the internal controls and risk management framework established and maintained by the Group, work performed
by internal and external auditors and reviews performed by Management and various Board Committees, the Board, with the
concurrence of the AC, is of the opinion that the Group’s internal controls were adequate as at 28 October 2013 (being the date
on which the Introductory Document was issued by the Company) to address financial, operational and compliance risks, which
the Group 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 Group 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 Group’s ERM framework and progress report is set out on page 76.
87
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Accountability and Audit (cont’d)
Whistle-Blowing Policy
For the financial year ended 30 September 2013, the Company, as part of the Fraser and Neave, Limited (“F&N”) Group, has
in place a Whistle-Blowing Policy. This Policy provides an independent feedback channel through which matters of concern
about possible improprieties in matters of financial reporting or other matters may be raised by employees in confidence and
in good faith, without fear of reprisal. Details of this policy have been disseminated and made available to all employees of the
Company. All matters which are raised are then independently investigated and appropriate actions taken. The AC will ensure that
independent investigations and any appropriate follow-up actions are carried out.
Principle 12: Audit Committee
The Audit Committee (or AC), on behalf of the Board, will undertake the monitoring and review of the system of internal controls.
Its main responsibilities are to assist the Board in the discharge of its oversight responsibilities in the areas of internal controls,
financial and accounting practices, operational and compliance controls. Significant findings are reported to the Board.
The AC is guided by written Terms of Reference endorsed by the Board and which set out its duties and responsibilities. It is duly
authorised to investigate any matter within such Terms of Reference, and has full access to and the co-operation of Management,
as well as the full discretion to invite any Director or executive officer to attend its meetings.
The AC comprises the following members:
Mr Charles Mak Ming Ying
Mr Philip Eng Heng Nee
Mrs Siripen Sitasuwan
Mr Sithichai Chaikriangkrai
Chairman
Member
Member
Member
The AC is made up of non-executive Directors, the majority of whom, including the Chairman, are independent Directors. The
members of the AC are appropriately qualified. Their collective wealth of experience and expertise on accounting and financial
management enables them to discharge their responsibilities competently. The Company will commit reasonable resources to
enable the Committee to discharge its functions effectively.
The Committee will also meet with internal and external auditors without the presence of Management at least once a year to
obtain feedback on the competency and adequacy of the finance function and to ascertain if there are any material weaknesses
or control deficiencies in the Group’s financial reporting and operational systems. In addition, periodic updates on changes in
accounting standards and treatment will be prepared by external auditors and circulated to members of the AC.
The Committee will make recommendations to the Board for approval by shareholders, the appointment, re-appointment and
removal of the Company’s external auditors. It will also review and approve the remuneration and terms of engagement of the
external auditors, the scope and results of audit by the incumbent auditors and its cost effectiveness, as well as the independence
and objectivity of the auditors. All non-audit services provided by the incumbent auditors, and the aggregate amount of audit fees
paid to them will also be reviewed. For details of fees payable to the auditors in respect of audit and non-audit services for the year
ended 30 September 2013, please refer to Note 5 of the Notes to the Financial Statements on page 132. The Committee will need
to assess and be satisfied that neither their independence nor their objectivity is put at risk, and that they are still able to meet
the audit requirements and statutory obligations of the Company. It would also need to be satisfied with the aggregate amount
of audit fees paid to the auditors and consider and review a variety of factors including the adequacy of resources, experience of
supervisory and professional staff to be assigned to the audit, and size and complexity of the Group, its businesses and operations.
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Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Accountability and Audit (cont’d)
Principle 13: Internal Audit
Currently, the Internal Audit (“IA”) function for the Company is performed by the Internal Audit department of F&N, FCL’s parent
company prior to its listing, as part of shared corporate services. On 25 October 2013, the Company entered into a Shared Services
Agreement (“SSA”) with Fraser & Neave (Singapore) Pte Limited (“F&NS”), a wholly-owned subsidiary of F&N, pursuant to which
certain shared services (including IA services) will be provided by F&NS to the Company as part of transitional arrangements in
conjunction with FCL’s listing. On and after the expiry or termination of the SSA, it is envisaged that an independent IA department
will perform the IA function for the Group (“FCL IA Department”). The FCL IA Department will be responsible for conducting
objective and independent assessments on the adequacy and quality of the Group’s system of internal controls, and the Head of
IA for FCL will report directly to the Chairman of the AC and administratively, to the Company Secretary.
For the financial year ended 30 September 2013, in performing IA services for the Company, the IA department of F&N adopted
and complied with the Standards for the Professional Practice of Internal Auditing set out by the Institute of Internal Auditors.
To ensure that the internal audits are effectively performed, it recruits and employs suitably qualified staff with the requisite
skills and experience. Such staff are given relevant training and development opportunities to update their technical knowledge
and auditing skills. Key staff members of the F&N’s IA department also received relevant technical training and seminars
organised by the Institute of Internal Auditors, Singapore and other professional bodies.
The F&N IA department operates within the framework stated in a set of Terms of Reference. During the year, it adopted a
risk-based audit methodology to develop its audit plans, and its activities were aligned to key risks of the FCL Group. Based on
risk assessments performed, greater focus and appropriate review intervals were then set for higher risk activities, and material
internal controls, including compliance with the Company’s policies, procedures and regulatory responsibilities.
During the year ended 30 September 2013, the IA department of F&N conducted its audit reviews based on the approved internal
audit plans. All audit reports detailing audit findings and recommendations are provided to Management who would respond on
the actions to be taken.
Going forward, the FCL IA Department will submit quarterly reports to the AC on the status of the audit plan and on audit findings
and actions taken by Management on such findings. Key findings will then be highlighted at AC meetings for discussion and
follow-up action. The Committee will in turn monitor the timely and proper implementation of required corrective, preventive or
improvement measures undertaken by Management.
D. SHAREHOLDER RIGHTS AND RESPONSIBILITIES
Principle 14: Shareholder Rights
FCL believes in treating all shareholders fairly and equitably. It will aspire to keep all shareholders and other stakeholders and
analysts in Singapore and beyond informed of its corporate activities, including changes (if any) in the Company or its businesses
which are likely to materially affect the price or value of its shares, in a timely and consistent manner.
Shareholders of FCL will be given the opportunity to participate effectively and vote at general meetings of the Company, where
relevant rules and procedures governing such meetings (for instance, how to vote) will be clearly communicated.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIES Annual Report 2013
Corporate Governance Report
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Shareholder Rights and Responsibilities (cont’d)
Principle 15: Communication with Shareholders
FCL aims to provide fair, relevant, comprehensive and timely information regarding the Group’s performance and progress to
shareholders and the investment community to enable them to make informed investment decisions. The Group’s dedicated
Investor Relations (“IR”) team will be tasked with and will focus on facilitating communications between the Company and its
Shareholders, as well as with the investment community, through timely disclosures of material and other pertinent information,
via forums such as regular dialogues and announcements to SGX-ST. The team also plans to conduct roadshows (together
with key senior Management), and participate in investor seminars and conferences to keep the market and investors apprised
of the FCL Group’s corporate developments and financial performance. In conjunction with FCL’s listing, senior Management
were engaged with Singaporean and foreign investors at non-deal roadshows. Going forward, such engagements will provide
shareholders and investors prompt disclosure of relevant information, to enable them to have a better understanding of the
Company’s businesses and performance. The Company will also make available all its briefing materials to analysts and the media,
its financial information, its annual reports and all announcements to the SGX-ST and on its website at www.fraserscentrepoint.com,
with contact details for investors to channel their comments and queries.
As previously disclosed in the Introductory Document, the Company intends to recommend dividends of up to 75% of its net
profit after tax after considering factors such as its level of cash and reserves, results of operations, business prospects, capital
requirements and surplus, general financial condition, contractual restrictions, the absence of any circumstances which might
reduce the amount of reserves available to pay dividends and other factors relevant to the Board (including the expected financial
performance of FCL).
Principle 16: Conduct of Shareholder Meetings
The Board will support and encourage active shareholder participation at AGMs as it believes that general meetings serve as an
opportune forum for shareholders to meet the Board and senior Management, and to interact with them.
The Company’s Articles of Association allows shareholders the right to appoint up to two proxies to attend and vote on their behalf
in shareholders’ meetings.
For greater transparency, FCL will consider implementing electronic poll voting at AGMs. This entails shareholders being invited
to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hands), thereby allowing all
shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of all votes cast for,
or against, each resolution will be screened at the meeting and announced to the SGX-ST after the meeting.
90
Particulars of Key Management Personnel
Name of
Key Executive
Academic & Professional
Qualifications
Age
Working
Experience
Area(s) of
Responsibility
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
As at 30 September 2013
Mr Lim Ee Seng
PBM
62 Bachelor of Engineering (Civil),
University of Singapore
1982 – 1989
Project Manager, Singapore Land Ltd
Master of Science (Project Management),
National University of Singapore
1989 – 1996
General Manager (Property Division),
First Capital Corporation Ltd
Member, The Institution of Engineers,
Singapore
1996 – 2004
Managing Director, MCL Land Limited
Mr Cheang Kok Kheong 58 Bachelor of Architecture,
National University of Singapore
Fellow, Singapore Institute of Directors
Master of Science in Tourism, Planning
and Development, University of Surrey
Mr Chia Khong Shoong 42 Bachelor of Commerce (Accounting and
Finance), University of Western
Australia
Master of Philosophy (Management
Studies), Cambridge University
Mr Choe Peng Sum
53 Bachelor of Science with Distinction,
Cornell University, New York
President’s Honor Roll, Washington
State University
Executive Development Programme,
International College of Hospitality
Administration, BRIG, Switzerland
Mr Tang Kok Kai
Christopher
52 Bachelor of Science, National University
of Singapore
Master of Business Administration,
National University of Singapore
1994 – 1998
Senior Manager, DBS Land Limited
1998 – 2002
Senior Manager, Ascendas Land
(Singapore) Pte Ltd
2002 – 2005
General Manager, MCL Land Limited
2007 – 2010
Chief Operating Officer, Development
and Property, Frasers Centrepoint Limited
1996 – 2004
Investment Banker, Citigroup /
Salomon Smith Barney
2004 – 2008
Investment Banker, The Hongkong
& Shanghai Banking Corporation Ltd
1984 – 1994
Executive Assistant Manager,
Shangri-La Hotel, Singapore
1994 – 1996
Resident Manager, Portman
Shangri-La Hotel, Shanghai
1996 – 1998
General Manager of Hospitality,
Frasers Centrepoint Limited
1987 – 1994
Manager, British Petroleum
Singapore Pte Ltd
1994 – 1997
Manager, Lubrizol South East Asia
1997 – 2000
Senior Manager, DBS Land Limited
2000 – 2001
Vice President, DBS Bank Ltd
2001 – 2002
General Manager,
Frasers Centrepoint Limited
2002 – 2006
General Manager, Fraser and Neave,
Limited
2006 – 2010
Chief Executive Officer, Frasers
Centrepoint Asset Management Ltd
Group Chief Executive Officer,
Frasers Centrepoint Limited
(Date appointed:
15 October 2004)
Chief Executive Officer,
Development and Property
Frasers Centrepoint Limited
(Date appointed:
1 October 2010)
Chief Executive Officer,
Australia, New Zealand and
United Kingdom
Frasers Centrepoint Limited
(Date appointed:
1 October 2010
Chief Financial Officer,
Frasers Centrepoint Limited
(Date appointed:
2 March 2009)
Chief Executive Officer,
Frasers Hospitality Pte. Ltd.
(Date appointed:
19 June 2007)
Chief Executive Officer,
Greater China
Frasers Centrepoint Limited
(Date appointed:
1 October 2010)
Chief Executive Officer,
Frasers Centrepoint
Commercial
Frasers Centrepoint Limited
(Date of Appointment:
1 October 2006)
Appointed on 1 October 2013
Mr Uten Lohachitpitaks 40 Bachelor of Business Administration,
Assumption University, Thailand
Master of Business Administration,
Assumption University, Thailand
1996 – 2005
Vice President, Corporate &
Investment Banking Group,
DBS Bank Ltd
Chief Investment Officer,
Frasers Centrepoint Limited
(Date appointed:
1 October 2013)
2005 – 2006
Director, Investment Banking
Division, United Overseas Bank (Thai)
Public Company Limited
2006 – 2013
Managing Director, Strategic Advisory,
DBS Bank Ltd
91
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Index to Financial Report
Contents
Directors’ Report
Statement by Directors
Independent Auditor’s Report
Consolidated Profit Statement
Consolidated Statement of Comprehensive Income
Balance Sheets
Statements of Changes in Equity
Consolidated Cash Flow Statement
Notes to the Financial Statements
Particulars of Group Properties
Shareholding Statistics
Interested Person Transactions
93
98
99
100
101
102
103
106
108
197
206
207
92
Annual Report 2013 Directors’ Report
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
The directors have pleasure in submitting their report and the audited consolidated financial statements of Frasers Centrepoint
Limited (the “Company”) and subsidiaries (the “Group”) and the balance sheet and statements of changes in equity of the
Company for the year ended 30 September 2013.
1.
DIRECTORATE
The directors of the Company in the office at the date of this report are:
Mr Charoen Sirivadhanabhakdi (Chairman)
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Weerawong Chittmittrapap
Mrs Siripen Sitasuwan
Mr Chotiphat Bijananda
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
(Appointed on 25 October 2013)
(Appointed on 25 October 2013)
(Appointed on 25 October 2013)
(Appointed on 25 October 2013)
(Appointed on 25 October 2013)
(Appointed on 25 October 2013)
(Appointed on 8 March 2013)
(Appointed on 8 March 2013)
(Appointed on 7 August 2013)
Messr Lee Hsien Yang resigned from the Board on 26 February 2013. Messrs Lim Ee Seng, Anthony Cheong Fook
Seng and Chia Khong Shoong resigned from the Board on 25 October 2013.
The Board places on record its appreciation to Messrs Lee, Lim, Cheong and Chia for their past services.
At the forthcoming Annual General Meeting, the following directors will retire, being eligible, offer themselves for
re-election:
-
Pursuant to Article 97 of the Company’s Articles of Association, having been appointed since the last Annual
General Meeting:
• Mr Charoen Sirivadhanabhakdi
• Mr Charles Mak Ming Ying
• Mr Chan Heng Wing
• Mr Philip Eng Heng Nee
• Mr Weerawong Chittmittrapap
• Mrs Siripen Sitasuwan
• Mr Chotiphat Bijananda
• Mr Panote Sirivadhanabhakdi
• Mr Sithichai Chaikriangkrai
2.
ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES
Neither at the end of, nor at any time during, the financial year did there subsist any arrangements to which the
Company is a party whereby directors of the Company might acquire benefits by means of the acquisition of shares in,
or debentures of, the Company or any other body corporate, save as disclosed in this report.
93
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Directors’ Report
3.
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES
The directors who held office at the end of the financial year and their beneficial or deemed interests in the capital
of the Company and its related corporations as recorded in the register required to be kept under Section 164 of the
Companies Act, Cap.50 were as follows:
Chotiphat Bijananda
Panote Sirivadhanabhakdi
Sithichai Chaikriangkrai
Lim Ee Seng 3
- Fraser and Neave, Limited
• Ordinary Shares
• Options to subscribe for shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
- Frasers Centrepoint Asset Management Ltd
• Ordinary Units in Frasers Centrepoint Trust
Chia Khong Shoong 3
- Fraser and Neave, Limited
• Ordinary shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
(Year 1)
(Year 1)
(Year 2)
(Year 2)
(Year 3)
(Year 3)
(Year 4)
(Year 4)
(Year 1)
(Year 1)
(Year 2)
(Year 2)
(Year 3)
(Year 3)
(Year 4)
(Year 4)
OTHER SECURITIES IN
GROUP COMPANIES
As at
1 Oct 2012
or Date of
Appointment
As at
30 Sep 2013
Nil 1
Nil 1
Nil 2
Nil
Nil
Nil
97,200
2,409,000
97,200 4
135,048 6
177,066 8
127,120 10
186,170 12
116,054 14
Nil
Nil
Nil
Nil
77,615 5
Nil 7
103,282 9
202,122 11
299,547 13
187,892 15
212,558 16
171,764 17
200,000
200,000
28,150
28,150 18
10,666 20
55,500 21
20,000 23
58,500 25
20,000 27
Nil
Nil
Nil
22,478 19
Nil 7
32,341 22
31,800 24
94,127 26
32,380 28
53,625 29
27,232 30
94
Annual Report 2013
Directors’ Report
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
3.
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (cont’d)
Anthony Cheong Fook Seng 3
- Fraser and Neave, Limited
• Ordinary shares
• Options to subscribe for shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
• Conditional award of restricted shares
• Conditional award of performance shares
- Frasers Centrepoint Asset Management Ltd
• Ordinary Units in Frasers Centrepoint Trust
(Year 1)
(Year 1)
(Year 2)
(Year 2)
(Year 3)
(Year 3)
(Year 4)
(Year 4)
- Frasers Centrepoint Asset Management (Commercial) Ltd
• Ordinary Units in Frasers Commercial Trust
OTHER SECURITIES IN
GROUP COMPANIES
As at
1 Oct 2012
or Date of
Appointment
As at
30 Sep 2013
736,400
2,572,400
33,600 31
32,000 33
55,500 34
20,000 36
58,500 38
20,000 40
Nil
Nil
Nil
Nil
26,830 32
Nil 7
32,341 35
31,800 37
94,127 39
32,380 41
77,294 42
36,434 43
50,000
50,000
24,000
24,000
1
As at date of appointment, i.e. 8 March 2013
2 As at date of appointment, i.e. 7 August 2013
3 Resigned on 25 October 2013
4 Reflects a deemed interest in 97,200 shares in F&N to be released in accordance with the rules of the F&N Restricted Share Plan (“RSP”).
5 Reflects a deemed interest in 77,615 shares in F&N after vesting and adjustment due to capital reduction to be released in accordance with
the rules of the RSP.
6 Reflects a deemed interest in up to 135,048 shares in F&N arising from the grant of a conditional award of performance shares under the
F&N Performance Share Plan (“PSP”). The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of
67,524 shares, depending on the level of achievement of performance targets set over a three-year performance period.
Shares have been released in accordance with the rules of the PSP.
7
8 Reflects a deemed interest in up to 177,066 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP.
The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 118,044 shares, depending on the level
of achievement of performance targets set over a two-year performance period.
9 Reflects a deemed interest in 103,282 shares in F&N after vesting and adjustment due to capital reduction to be released in accordance with
the rules of the RSP.
10 Reflects a deemed interest in up to 127,120 shares in F&N arising from the grant of a conditional award of performance shares under the
PSP. The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 63,560 shares, depending on the
level of achievement of performance targets set over a three-year performance period.
11 Reflects a deemed interest in up to 202,122 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted
base award of 101,061 shares, depending on the level of achievement of performance targets set over a three-year performance period.
12 Reflects a deemed interest in up to 186,170 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP.
The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 124,113 shares, depending on the level
of achievement of performance targets set over a two-year performance period.
13 Reflects a deemed interest in up to 299,547 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 150% of the adjusted
base award of 199,698 shares, depending on the level of achievement of performance targets set over a two-year performance period.
14 Reflects a deemed interest in up to 116,054 shares in F&N arising from the grant of a conditional award of performance shares under the
PSP. The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 58,027 shares, depending on the
level of achievement of performance targets set over a three-year performance period.
15 Reflects a deemed interest in up to 187,892 shares in F&N arising from the grant of a conditional award of performance shares under the
PSP and after adjustment of capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted
base award of 93,946 shares, depending on the level of achievement of performance targets set over a three-year performance period.
16 Reflects a deemed interest in up to 212,558 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 150% of the adjusted
base award of 141,705 shares, depending on the level of achievement of performance targets set over a two-year performance period.
17 Reflects a deemed interest in up to 171,764 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted
base award of 85,882 shares, depending on the level of achievement of performance targets set over a three-year performance period.
95
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Directors’ Report
3.
DIRECTORS’ INTERESTS IN SHARES OR DEBENTURES (cont’d)
18 Reflects a deemed interest in 28,150 shares in F&N to be released in accordance with the rules of the RSP.
19 Reflects a deemed interest in 22,478 shares in F&N after vesting and adjustment due to capital reduction to be released in accordance with
the rules of the RSP.
20 Reflects a deemed interest in up to 10,666 shares in F&N arising from the grant of a conditional award of performance shares under the PSP.
The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 5,333 shares, depending on the level of
achievement of performance targets set over a three-year performance period.
21 Reflects a deemed interest in up to 55,500 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP.
The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 37,000 shares, depending on the level
of achievement of performance targets set over a two-year performance period.
22 Reflects a deemed interest in 32,341 shares in F&N after vesting and adjustment due to capital reduction to be released in accordance with
the rules of the RSP.
23 Reflects a deemed interest in up to 20,000 shares in F&N arising from the grant of a conditional award of performance shares under the PSP.
The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 10,000 shares, depending on the level
of achievement of performance targets set over a three-year performance period.
24 Reflects a deemed interest in up to 31,800 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted
base award of 15,900 shares, depending on the level of achievement of performance targets set over a three-year performance period.
25 Reflects a deemed interest in up to 58,500 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP.
The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 39,000 shares, depending on the level
of achievement of performance targets set over a two-year performance period.
26 Reflects a deemed interest in up to 94,127 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 150% of the adjusted
base award of 62,751 shares, depending on the level of achievement of performance targets set over a two-year performance period.
27 Reflects a deemed interest in up to 20,000 shares in F&N arising from the grant of a conditional award of performance shares under the PSP.
The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 10,000 shares, depending on the level
of achievement of performance targets set over a three-year performance period.
28 Reflects a deemed interest in up to 32,380 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted base
award of 16,190 shares, depending on the level of achievement of performance targets set over a three-year performance period.
29 Reflects a deemed interest in up to 53,625 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 150% of the adjusted
base award of 35,750 shares, depending on the level of achievement of performance targets set over a two-year performance period.
30 Reflects a deemed interest in up to 27,232 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted base
award of 13,616 shares, depending on the level of achievement of performance targets set over a three-year performance period.
31 Reflects a deemed interest in 33,600 shares in F&N to be released in accordance with the rules of the RSP.
32 Reflects a deemed interest in 26,830 shares in F&N after vesting and adjustment due to capital reduction to be released in accordance with
the rules of the RSP.
33 Reflects a deemed interest in up to 32,000 shares in F&N arising from the grant of a conditional award of performance shares under the PSP.
The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 16,000 shares, depending on the level
of achievement of performance targets set over a three-year performance period.
34 Reflects a deemed interest in up to 55,500 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP.
The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 37,000 shares, depending on the level
of achievement of performance targets set over a two-year performance period.
35 Reflects a deemed interest in 32,341 shares in F&N after vesting and adjustment due to capital reduction to be released in accordance with
the rules of the RSP.
36 Reflects a deemed interest in up to 20,000 shares in F&N arising from the grant of a conditional award of performance shares under the PSP.
The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 10,000 shares, depending on the level
of achievement of performance targets set over a three-year performance period.
37 Reflects a deemed interest in up to 31,800 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted
base award of 15,900 shares, depending on the level of achievement of performance targets set over a three-year performance period.
38 Reflects a deemed interest in up to 58,500 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP.
The actual number of F&N shares to be delivered will range from 0% to 150% of the base award of 39,000 shares, depending on the level
of achievement of performance targets set over a two-year performance period.
39 Reflects a deemed interest in up to 94,127 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 150% of the adjusted
base award of 62,751 shares, depending on the level of achievement of performance targets set over a two-year performance period.
40 Reflects a deemed interest in up to 20,000 shares in F&N arising from the grant of a conditional award of performance shares under the PSP.
The actual number of F&N shares to be delivered will range from 0% to 200% of the base award of 10,000 shares, depending on the level
of achievement of performance targets set over a three-year performance period.
41 Reflects a deemed interest in up to 32,380 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted
base award of 16,190 shares, depending on the level of achievement of performance targets set over a three-year performance period.
42 Reflects a deemed interest in up to 77,294 shares in F&N arising from the grant of a conditional award of restricted shares under the RSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 150% of the adjusted
base award of 51,529 shares, depending on the level of achievement of performance targets set over a two-year performance period.
43 Reflects a deemed interest in up to 36,434 shares in F&N arising from the grant of a conditional award of performance shares under the PSP
and after adjustment due to capital reduction. The actual number of F&N shares to be delivered will range from 0% to 200% of the adjusted
base award of 18,217 shares, depending on the level of achievement of performance targets set over a three-year performance period.
Except as disclosed in this report, no director who held office at the end of the financial year had interest in shares, share
options, warrants or debentures of the Company, or of related corporations, either at beginning of the financial year or
at the date he became a director or at the end of the financial year.
96
Annual Report 2013
Directors’ Report
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
4.
DIRECTORS’ CONTRACTUAL BENEFITS
Since the end of the previous financial year, no director has received or has become entitled to receive a benefit
required to be disclosed by Section 201(8) of the Companies Act, Cap.50 by reason of a contract made by the Company
or a related corporation with the director or with a firm of which he is a member or with a company in which he
had a substantial financial interest except as disclosed in the financial statements and in this report, and except that
certain directors have employment relations with, or are directors/officers of related corporations and have received
remuneration/fees/benefits in those capacities.
5.
SHARE OPTIONS
The Company does not have any share option scheme in place.
Certain directors of the Company are participants of the Fraser and Neave, Limited (“F&N”) Executives’ Share Option
Scheme and the F&N Restricted Share Plan and F&N Performance Share Plan. Directors’ interests in shares and share
options in F&N are set out in paragraph 3 above.
6.
AUDITOR
Ernst & Young LLP, Certified Public Accountants, Singapore have expressed their willingness to accept re-appointment
as auditors and a resolution proposing their appointment will be submitted at the Annual General Meeting.
On behalf of the Board
Charles Mak Ming Ying
Director
Sithichai Chaikriangkrai
Director
Singapore
12 November 2013
97
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Statement by Directors
We, Charles Mak Ming Ying and Sithichai Chaikriangkrai, being two of the Directors of FRASERS CENTREPOINT LIMITED,
do hereby state that in the opinion of the Directors:
(i)
the balance sheets, consolidated profit statement, consolidated statement of comprehensive income, statements of
changes in equity, and consolidated cash flow statement together with the notes thereto are drawn up so as to give a
true and fair view of the state of affairs of the Company and of the Group as at 30 September 2013 and of the results
of the business, changes in equity and cash flow of the Group and the changes in equity of the Company for the year
ended 30 September 2013; and
(ii)
at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as
and when they fall due.
On behalf of the Board
Charles Mak Ming Ying
Director
Sithichai Chaikriangkrai
Director
Singapore
12 November 2013
98
Annual Report 2013
Independent Auditor’s Report
TO THE MEMBER OF FRASERS CENTREPOINT LIMITED
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Report on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Frasers Centrepoint Limited (the “Company”) and
its subsidiaries (the “Group”), which comprise the balance sheets of the Group and the Company as at 30 September 2013,
the statements of changes in equity of the Group and the Company and the consolidated profit statement, consolidated statement
of comprehensive income and consolidated cash flow statement of the Group for the year then ended, and a summary of
significant accounting policies and other explanatory information.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance
with the provisions of the Singapore Companies Act Cap. 50 (the “Act”) and Singapore Financial Reporting Standards, and
for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets
are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are
recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain
accountability of assets.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated financial 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 consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risk of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments,
the auditor considers internal control relevant to the entity’s preparation of consolidated financial statements that give a true and
fair view 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 management, as well as evaluating the overall presentation
of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of
the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards
so as to give a true and fair view of the state of affairs of the Group and the Company as at 30 September 2013 and the results,
changes in equity and cash flow of the Group and the changes in equity of the Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.
ERNST & YOUNG LLP
Public Accountants and Chartered Accountants
Singapore
12 November 2013
99
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Consolidated Profit Statement
FOR THE YEAR ENDED 30 SEPTEMBER 2013
REVENUE
Cost of sales
GROSS PROFIT
Other (losses)/income
Other items of expenses
Operation costs
Marketing costs
Administrative costs
TOTAL COSTS AND EXPENSES
TRADING PROFIT
Share of results of associates
Investment income
PROFIT BEFORE INTEREST, FAIR VALUE CHANGE,
TAXATION AND EXCEPTIONAL ITEMS
Interest income
Interest expense
Net interest costs
PROFIT BEFORE FAIR VALUE CHANGE,
TAXATION AND EXCEPTIONAL ITEMS
Fair value change on investment properties
Share of associates’ fair value change on investment properties
PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS
Exceptional items
PROFIT BEFORE TAXATION
Taxation
PROFIT FOR THE YEAR
ATTRIBUTABLE TO:
Shareholder of the Company
- before fair value change and exceptional items
fair value change
-
- exceptional items
Non-controlling interests
PROFIT FOR THE YEAR
EARNINGS PER SHARE
Basic and diluted
Group
2013
$’000
2012
$’000
(Restated)
2,052,749
(1,241,094)
1,411,770
(785,398)
811,655
(2,561)
626,372
14,351
(144,771)
(60,599)
(92,122)
(132,188)
(84,344)
(93,005)
(297,492)
(309,537)
511,602
59,536
-
331,186
58,475
493
571,138
390,154
18,459
(79,428)
(60,969)
510,169
165,883
109,860
785,912
46,409
832,321
(96,583)
735,738
401,080
275,682
45,541
722,303
13,435
735,738
20,242
(80,504)
(60,262)
329,892
265,228
71,695
666,815
54,087
720,902
(91,924)
628,978
252,420
337,650
53,193
643,263
(14,285)
628,978
Note
3a
3b
4
5
6
7
8
13
9
10
11
- before fair value change on investment properties and exceptional items
- after fair value change on investment properties and exceptional items
53.2¢
95.9¢
33.5¢
85.4¢
The accompanying Notes form an integral part of the Financial Statements.
100
Annual Report 2013
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME, NET OF TAX
Items that will be reclassified to profit or loss:
Fair value change of cash flow hedges
Fair value change of available-for-sale financial assets
Foreign currency translation reserve:
- exchange difference on consolidation
Share of other comprehensive income of associates
Realisation of reserves upon change in control:
- step-up acquisition of subsidiary
- disposal of subsidiaries
Other comprehensive income for the year, net of tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
ATTRIBUTABLE TO:
Shareholder of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Group
2013
$’000
2012
$’000
(Restated)
735,738
628,978
5,517
(34,900)
(17,126)
(15,049)
-
-
(61,558)
5,256
34,900
(27,752)
158
12,833
19,711
45,106
674,180
674,084
668,859
5,321
674,180
690,733
(16,649)
674,084
The accompanying Notes form an integral part of the Financial Statements.
101
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Balance Sheets
AS AT 30 SEPTEMBER 2013
joint ventures
NON-CURRENT ASSETS
Investment properties
Fixed assets
Investments in:
- subsidiaries
-
- associates
Financial assets
Intangible assets
Other assets
Other receivables
Deferred tax assets
CURRENT ASSETS
Inventory, at cost
Properties held for sale
Trade and other receivables
Prepaid land costs
Other prepayments
Financial assets
Derivative financial instruments
Cash and cash equivalents
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Provision for taxation
Derivative financial instruments
Loans and borrowings
NET CURRENT ASSETS
NON-CURRENT LIABILITIES
Loans and borrowings
Other payables
Derivative financial instruments
Deferred tax liabilities
NET ASSETS
SHARE CAPITAL AND RESERVES
Share capital
Retained earnings
Other reserves
NON-CONTROLLING INTERESTS
TOTAL EQUITY
Note
Group
Company
2013
$’000
2012
$’000
(Restated)
2013
$’000
2012
$’000
13
14
15
16
17
18
19
20
21
22
23
21
18
24
25
26
24
27
27
26
24
22
28
29
3,115,234
31,599
2,821,434
33,337
1,650
1
1,550
2
-
-
1,055,983
2,164
64,478
43,200
168,104
2,937
-
-
1,223,506
2,166
64,834
42,400
89,708
2,937
1,556,627
500
-
2,148
-
-
1,710,382
-
1,561,981
500
-
2,148
-
-
1,770,348
-
4,483,699
4,280,322
3,271,308
3,336,529
3,578
4,737,053
302,763
398,033
11,901
-
1,478
506,784
4,175
4,471,239
327,697
-
7,127
60,350
-
1,206,314
5,961,590
6,076,902
-
-
562,097
-
49
-
1,478
28,426
592,050
-
-
14,967
-
117
60,350
-
564,627
640,061
10,445,289
10,357,224
3,863,358
3,976,590
1,725,158
112,674
3,232
629,135
1,659,544
127,161
10,858
167,798
2,470,199
1,965,361
3,491,391
4,111,541
538,776
11,767
2,163
-
552,706
39,344
533,008
10,093
9,195
2,116
554,412
85,649
7,975,090
8,391,863
3,310,652
3,422,178
1,175,373
1,200,444
3,059
117,928
1,424,727
1,914,751
4,732
91,984
2,496,804
3,436,194
-
725,478
698
-
726,176
-
866,093
2,997
-
869,090
5,478,286
4,955,669
2,584,476
2,553,088
1,083,977
4,363,384
3,725
5,451,086
27,200
5,478,286
1,083,977
3,791,081
57,169
4,932,227
23,442
4,955,669
1,083,977
1,499,588
911
2,584,476
-
2,584,476
1,083,977
430,818
1,038,293
2,553,088
-
2,553,088
NET ASSET VALUE PER ORDINARY SHARE
$6.80
$6.11
-
-
The accompanying Notes form an integral part of the Financial Statements.
102
Annual Report 2013
Statements of Changes in Equity
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2013
Group
Opening balance at
1 October 2012,
as previously reported
Effects of adopting
FRS 12 (Note 2.1(b))
Opening balance at
1 October 2012,
as restated
Profit for the year
Other comprehensive
income
Net fair value change of
cash flow hedges
Foreign currency translation
Realisation upon disposal
of available-for-sale
financial assets
Share of other
comprehensive
Attributable to Owners of the Company
Equity
Attributable
to Owners
of the
Company,
Total
Total
Equity
Share
Capital
Retained
Earnings
(Note 28)
Other
Reserves,
Total
(Note 29)
Hedging
Reserve
Fair Value
Adjustment
Reserve
Foreign
Currency
Translation
Reserve
Statutory
Reserve
Other
Reserve
Non-
controlling
Interests
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
$’000
4,946,214 4,922,772 1,083,977 3,781,626
57,169
(6,042)
35,136
29,920
303
(2,148)
23,442
9,455
9,455
-
9,455
-
-
-
-
-
-
-
4,955,669 4,932,227 1,083,977 3,791,081
722,303
722,303
735,738
-
57,169
-
(6,042)
-
35,136
-
29,920
-
303
-
(2,148)
-
23,442
13,435
5,517
(17,126)
5,278
(8,773)
(34,900)
(34,900)
-
-
-
-
-
-
-
-
5,278
(8,773)
5,278
-
-
-
-
(8,773)
-
(34,900)
-
(34,900)
-
-
-
-
-
-
(15,049)
382
(33)
(15,507)
109
(53,444)
5,660
(34,933)
(24,280)
109
722,303
(53,444)
5,660
(34,933)
(24,280)
109
income of associates
(15,049)
(15,049)
Other comprehensive
income for the year
Total comprehensive
income for the year
Contributions by and
distributions to owners
(61,558)
(53,444)
674,180
668,859
Dividends (Note 30)
(151,268) (150,000)
-
(150,000)
(151,268) (150,000)
-
(150,000)
Total contributions by
and distributions to
owners
Changes in ownership
interests in subsidiaries
and associates
Shares issued to
non-controlling
interests
Redemption of
non-controlling
interest’s
Total changes in
ownership interests
in subsidiaries
and associates
Total transactions with
owners in their
capacity as owners
Closing balance at
30 September 2013
preference shares
(595)
300
(295)
-
-
-
-
-
-
-
-
-
(151,563) (150,000)
-
(150,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
239
(8,353)
-
-
(8,114)
5,321
(1,268)
(1,268)
300
(595)
(295)
(1,563)
5,478,286 5,451,086 1,083,977 4,363,384
3,725
(382)
203
5,640
412
(2,148)
27,200
The accompanying Notes form an integral part of the Financial Statements.
103
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Statements of Changes in Equity
FOR THE YEAR ENDED 30 SEPTEMBER 2013
Attributable to Owners of the Company
Equity
Attributable
to Owners
of the
Company,
Total
Total
Equity
$’000
$’000
Share
Capital
(Note 28)
$’000
Retained
Earnings
$’000
Other
Reserves,
Total
(Note 29)
$’000
Hedging
Reserve
Fair Value
Adjustment
Reserve
Share-based
Compensation
Reserve
Foreign
Currency
Translation
Reserve
Statutory
Reserve
Other
Reserve
Non-
controlling
Interests
$’000
$’000
$’000
$’000
$’000
$’000
$’000
4,606,593 4,384,277 1,083,977 3,290,746
9,554
(11,473)
(214)
1,012
21,128
1,268
(2,167)
222,316
8,111
8,111
-
8,111
-
-
-
-
-
-
-
-
4,614,704 4,392,388 1,083,977 3,298,857
643,263
628,978
643,263
-
9,554
-
(11,473)
-
(214)
-
1,012
-
21,128
-
1,268
-
(2,167)
-
222,316
(14,285)
2012 (Restated)
Group
Opening balance at
1 October 2011,
as previously
reported
Effects of adopting
FRS 12
(Note 2.1(b))
Opening balance at
1 October 2011,
as restated
Profit for the year
Other comprehensive
income
Net fair value change
of cash flow hedges
Foreign currency
translation
Fair value change of
available-for-sale
financial assets
Share of other
comprehensive
income
of associates
Realisation of reserves
due to change in
control
- Step-up
acquisition
- Disposal of
subsidiaries
Other comprehensive
income for the year
Total comprehensive
income for the year
Contributions by and
distributions to
owners
Net change in
share-based
compensation
reserve
Fair value of restricted
share plan
Dividends (Note 30)
Total contributions by
and distributions
Changes in ownership
interests in
subsidiaries
and associates
Disposal of subsidiaries
Shares issued to
non-controlling
interests
Total changes in
ownership interests
in subsidiaries
and associates
Total transactions
with owners in their
capacity as owners
Closing balance at
30 September 2012
-
-
-
-
-
-
-
5,745
5,745
(25,877)
34,900
158
12,833
-
-
-
-
19,711
(314)
-
-
34,900
450
-
-
-
-
-
(25,877)
-
-
-
-
-
-
-
223
(534)
19
-
-
-
12,833
-
(1,157)
21,613
(431)
-
-
(489)
(1,875)
-
-
-
-
47,470
5,431
35,350
(1,157)
8,792
(965)
19
(2,364)
643,263
47,470
5,431
35,350
(1,157)
8,792
(965)
19
(16,649)
5,256
5,745
(27,752)
(25,877)
34,900
34,900
158
158
12,833
12,833
19,711
19,711
45,106
47,470
674,084
690,733
257
145
(1,039)
(152,434)
(1,039)
(150,000)
-
-
-
-
-
-
-
-
-
-
-
-
145
(1,039)
(150,000)
-
-
to owners
(153,216)
(150,894)
-
(151,039)
145
(191,455)
11,552
(179,903)
-
-
-
-
-
-
-
-
-
-
-
-
(333,119)
(150,894)
-
(151,039)
145
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
145
-
-
145
-
-
-
145
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
112
-
(2,434)
(2,322)
-
(191,455)
-
11,552
-
(179,903)
-
(182,225)
4,955,669 4,932,227 1,083,977 3,791,081
57,169
(6,042)
35,136
-
29,920
303
(2,148)
23,442
The accompanying Notes form an integral part of the Financial Statements.
104
Annual Report 2013
Statements of Changes in Equity
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Total
Equity
$’000
Share
Capital
(Note 28)
$’000
Retained
Earnings
Other
Reserves,
Total
(Note 29)
Hedging
Reserve
Fair Value
Adjustment
Reserve
Asset
Revaluation
Reserve
$’000
$’000
$’000
$’000
$’000
2,553,088
211,656
1,083,977
-
430,818
211,656
1,038,293
-
(3,721)
-
34,900
-
1,007,114
-
4,632
(34,900)
(30,268)
181,388
(150,000)
-
(150,000)
-
-
-
-
-
-
-
-
-
-
4,632
4,632
-
(34,900)
-
(34,900)
(30,268)
4,632
(34,900)
211,656
(30,268)
4,632
(34,900)
-
-
-
-
(150,000)
1,007,114
-
(1,007,114)
857,114
(1,007,114)
-
-
-
-
-
-
(1,007,114)
-
(1,007,114)
2,584,476
1,083,977
1,499,588
911
911
2,256,088
404,485
1,083,977
-
176,333
404,485
995,778
-
(11,336)
-
7,615
34,900
42,515
447,000
(150,000)
(150,000)
-
-
-
-
-
-
-
-
-
7,615
7,615
34,900
-
34,900
42,515
7,615
34,900
404,485
42,515
7,615
34,900
(150,000)
(150,000)
-
-
-
-
-
-
-
-
-
-
-
1,007,114
-
-
-
-
-
-
-
2013
Company
Opening balance at
1 October 2012
Profit for the year
Other comprehensive income
Net fair value change of
cash flow hedges
Realisation upon disposal of
available-for-sale
financial assets
Other comprehensive income
for the year
Total comprehensive income
for the year
Contributions by and
distributions to owners
Dividends (Note 30)
Transfer of reserves*
Total transactions with owners
in their capacity as owners
Closing balance at
30 September 2013
2012
Company
Opening balance at
1 October 2011
Profit for the year
Other comprehensive income
Net fair value change of
cash flow hedges
Fair value change of
available-for-sale
financial assets
Other comprehensive income
for the year
Total comprehensive income
for the year
Contributions by and
distributions to owners
Dividends (Note 30)
Total transactions with owners
in their capacity as owners
Closing balance at
30 September 2012
2,553,088
1,083,977
430,818
1,038,293
(3,721)
34,900
1,007,114
*
The transfer from Asset Revaluation Reserve to Retained Earnings relates to the revaluation reserve on investments which crystalised on 1 October
2005 on the adoption of FRS 39 Financial Instruments: Recognition and Measurement.
The accompanying Notes form an integral part of the Financial Statements.
105
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 30 SEPTEMBER 2013
CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxation and exceptional items
Adjustments for:
Development profit
Allowance for foreseeable losses and impairment for properties held for sale
Fair value change on investment properties
Share of associates’ fair value change on investment properties
Depreciation of fixed assets
Net loss on disposal of fixed assets
Amortisation of intangible assets
Loss on disposal of financial assets
Share of results of associates
Dividend income from available-for-sale financial assets
Mark-to-market gains on derivatives
Interest expense
Interest income
Provision for share-based compensation
Exchange difference
Operating cash flow before working capital changes
Progress payments received from sale of residential units
Development expenditure - properties held for sale
Payment of land premium
Change in prepaid project costs
Change in rental deposits
Change in inventory
Change in trade and other receivables
Change in trade and other payables
Change in joint venture and associates’ balances
Change in related company balances
Cash used in operations
Interest expense paid
Interest income received
Income taxes paid
Group
2013
$’000
2012
$’000
785,912
666,815
(408,711)
8,452
(165,883)
(109,860)
7,655
625
498
-
(59,536)
-
3,922
79,428
(18,459)
-
24,925
148,968
1,282,779
(996,030)
(256,054)
(398,033)
632
597
(31,687)
65,864
6,585
11,905
(164,474)
(78,485)
27,098
(87,017)
(281,936)
34,752
(265,228)
(71,695)
7,310
564
498
22
(58,475)
(493)
4,507
80,504
(20,242)
257
3,199
100,359
1,467,107
(1,008,254)
(366,686)
61,519
4,803
(849)
24,511
74,579
(288)
(723,927)
(367,126)
(73,269)
23,321
(140,892)
Net cash used in operating activities
(302,878)
(557,966)
The accompanying Notes form an integral part of the Financial Statements.
106
Annual Report 2013
Consolidated Cash Flow Statement
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of available-for-sale financial assets
Proceeds from disposal of available-for-sale financial assets
Proceeds from disposal of fixed assets
Development expenditure - investment properties under construction
Purchase of fixed assets
Additions of investment properties
Purchase of intangible assets
Investment in associates
Redemption of Series A CPPUs (Note 17)
(Loans to)/repayment by associates
Acquisition of subsidiaries, net of cash acquired
Disposal of subsidiaries, net of cash disposed of
Acquisition of joint venture, net of cash acquired
Dividend income from available-for-sale financial assets
Dividend income from associates
Net cash generated from/(used in) investing activities
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issue of new shares by subsidiary to non-controlling interests
Redemption of non-controlling interest’s preference shares
Proceeds from bank loans drawn down
Repayment of bank loans
Long-term loans (to)/from a related company
Payment of dividends to shareholders
Group
2013
$’000
2012
$’000
-
60,709
-
(13,329)
(5,364)
(83,784)
(143)
(34,114)
306,158
(71,688)
-
-
-
-
61,068
219,513
300
(595)
591,924
(356,426)
(697,045)
(151,268)
(2)
703
280
(53,232)
(10,969)
(31,356)
-
(15,565)
-
9,607
(129,040)
55,946
(28,558)
493
59,742
(141,951)
11,552
-
683,586
(234,925)
628,935
(152,434)
Net cash (used in)/generated from financing activities
(613,110)
936,714
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year (Note 25)
Effects of exchange rate on opening cash
Cash and cash equivalents at end of year (Note 25)
(696,475)
1,202,222
-
236,797
968,249
(2,824)
505,747
1,202,222
The accompanying Notes form an integral part of the Financial Statements.
107
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
These notes form an integral part of the financial statements:
1.
CORPORATE INFORMATION
Frasers Centrepoint Limited (the “Company”) is a limited liability company. It is a wholly-owned subsidiary of Fraser and
Neave, Limited which was also the ultimate holding company up to February 2013. The two companies are domiciled
and incorporated in Singapore. In February 2013, TCC Assets Limited, incorporated in the British Virgin Islands, became
the ultimate holding company.
The registered office and principal place of business of the Company is located at 438 Alexandra Road, #21-00 Alexandra
Point, Singapore 119958.
The principal activities of the Company are investment holding and provision of management and administrative services
to its subsidiaries, joint ventures and associates.
The principal activities of the significant subsidiaries are set out in Note 32.
Related companies in the financial statements refer to Fraser and Neave, Limited group of companies and the entities
related to the shareholders of Fraser and Neave, Limited.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1
Basis of Preparation
The complete set of consolidated financial statements of the Company and its subsidiaries (collectively, the “Group”),
are prepared in accordance with Singapore Financial Reporting Standards.
The consolidated financial statements of the Group and the balance sheet and statement of changes in equity of the
Company are prepared on the historical cost basis except as disclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars (“$” or “S$”). All financial information presented in
Singapore Dollars has been rounded to the nearest thousand, unless otherwise stated.
The Group and the Company have applied the same accounting policies and methods of computation in the preparation
of the financial statements for the current financial year and are consistent with those used in the previous financial
year, except as disclosed below.
(a)
Adoption of New and Revised Standards
In the current year, the Group has adopted the following standards that are relevant and effective for financial
years beginning on or after 1 October 2012:
Amendments to FRS 1
Amendments to FRS 12
Presentation of Items of Other Comprehensive Income
Deferred Tax: Recovery of Underlying Assets
The adoption of the above standards did not result in any substantial change to the Group’s accounting policies
nor any significant impact on the financial statements, except for Amendments to FRS 12 Deferred Tax: Recovery
of Underlying Assets, the effects of which are disclosed in Note 2.1(b).
108
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.1
Basis of Preparation (cont’d)
(a)
Adoption of New and Revised Standards (cont’d)
The principal effects of these changes are as follows:
(i)
Amendments to FRS 1 Presentation of Items of Other Comprehensive Income
The Amendments to FRS 1 is effective for financial periods beginning on or after 1 July 2012.
The Amendments to FRS 1 changes the grouping of items presented in OCI. Items that could be
reclassified to profit statement at a future point in time would be presented separately from items which
will never be reclassified. As the Amendments only affect the presentations of items that are already
recognised in OCI, except for changes in presentation, there are no impact on the Group’s financial
position or performance.
(ii)
Amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets
The Amendments to FRS 12 apply to the measurement of deferred tax liabilities and assets arising
from investment properties measured using the fair value model under FRS 40 Investment Property,
including investment property acquired in a business combination and subsequently measured using the
fair value model. For the purposes of measuring deferred tax, the Amendments introduce a rebuttable
presumption that the carrying amount of an investment property measured at fair value will be recovered
entirely through sale. The presumption can be rebutted if the investment property is depreciable and is
held within a business model whose objective is to consume substantially all of the economic benefits
over time, rather than through sale.
The Group provided for deferred tax liabilities for its investment properties on the basis that the carrying
amount of the investment properties will be recovered through use. Upon adoption of the Amendments
to FRS 12, there is a presumption that the carrying amount of an investment property measured at
fair value will be recovered entirely through sale. Accordingly, there will be no deferred tax liability on
investment properties in Singapore as there is no capital gains tax in Singapore.
(b)
Effects of Adopting Amendments to FRS 12
The change in accounting policy has been applied retrospectively. The effects of adoption on the financial
statements are as follows:
(Decrease)/increase in:
Deferred tax liabilities
Retained earnings
2.2
Significant Accounting Judgements and Estimates
30.9.2012
$’000
1.10.2011
$’000
(9,455)
9,455
(8,111)
8,111
The preparation of the Group’s consolidated financial statements in conformity with FRS requires management to
make judgements, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses and the disclosure of contingent liabilities at the balance sheet date.
The estimates and associated assumptions are based on historical experience and various other factors that are believed
to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying
values of assets and liabilities and which are not readily apparent from other sources.
Estimates and underlying assumptions are revised on an on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the
revision and future periods, if the revision affects both current and future periods.
109
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(a)
Key Sources of Estimation Uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below:
(i)
Revenue Recognition and Estimation of Total Development Costs
For Singapore property development projects under progressive payment scheme, the Group recognises
revenue and cost of sales from partly completed development properties held for sale based on the
percentage of completion method. The stage of completion is measured in accordance with the accounting
policy stated in Note 2.10. Estimates are required in determining the total estimated development costs
which will affect the stage of completion. In making these assumptions, the Group relies on references
to information such as current offers and/or recent contracts with contractors and suppliers, estimation
on construction and material costs based on historical experience, and the work of professional surveyors
and architects. Revenue from partly completed development properties held for sale is as disclosed in
Note 3.
(ii)
Income Taxes
The Group has exposure to income taxes in numerous jurisdictions. Significant assumptions are required
in determining the group-wide provision for income taxes. There are certain transactions and computations
for which the ultimate tax determination is uncertain during the ordinary course of business. The Group
recognises the liabilities for expected tax issues based on estimates of whether additional taxes will
be due. Where the final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax provisions in the period in which
such determination is made. The carrying amounts of provision for taxation, deferred tax assets and
liabilities are as disclosed in the Group’s balance sheet.
(iii)
Valuation of Completed Investment Properties
The Group’s completed investment properties are stated at their estimated market values, which are
determined annually based on independent professional valuations. The fair value of completed investment
properties is determined using a combination of the Direct Comparison Method, Income Approach and
Discounted Cash Flow Analysis. These estimated market values may differ from the prices at which the
Group’s completed investment properties could be sold at a particular time, since actual selling prices
are negotiated between willing buyers and sellers. Also, certain estimates require an assessment of
factors not within the directors’ control, such as overall market conditions. As a result, actual results of
operations and realisation of these completed investment properties could differ from the estimates
set forth in these financial statements, and the difference could be significant. The carrying amount of
completed investment properties is as disclosed in the Group’s balance sheet.
(iv)
Revaluation of Investment Property under Construction (“IPUC”)
IPUC is measured at fair value if it can be reliably determined. If fair value cannot be reliably determined,
then IPUC is recorded at cost. The fair value of IPUC is determined using a combination of market
comparison and discounted cash flow analysis and investment comparable sales and residual land value
methods which considers the significant risks which are relevant to the development process, including
but not limited to construction and letting risks.
110
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(a)
Key Sources of Estimation Uncertainty (cont’d)
(v)
Impairment of Non-financial Assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at each
reporting date. Non-financial assets are tested for impairment when there are indicators that the carrying
amounts may not be recoverable.
In particular, allowance for foreseeable losses is made for properties held for sale when the net realisable
value has fallen below cost. In arriving at estimates of net realisable values, management considers
factors such as current market conditions, recent selling prices of the development properties and
comparable development properties less the estimated costs of completion and the estimated costs
necessary to make the sale. The allowance for foreseeable losses charged to the profit statement for the
year is as disclosed in Note 5.
The carrying amounts of properties held for sale is as disclosed in the Group’s balance sheet.
(vi)
Impairment of Loans and Receivables
The Group assesses at each balance sheet date whether there is any objective evidence that a financial
asset is impaired. To determine whether there is objective evidence of impairment, the Group considers
factors such as the probability of insolvency or significant financial difficulties of the debtor and default or
significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash flow are estimated
based on historical loss experience for assets with similar credit risk characteristics. The carrying amount
of the Group’s loans and receivables is as disclosed in Note 21. The Group’s allowance for doubtful debts
as at 30 September 2013 is also disclosed in Note 21.
(vii)
Impairment of Available-for-sale Financial Assets
The Group assesses at each balance sheet date whether there is any objective evidence that any
available-for-sale financial assets is impaired. To determine whether there is objective evidence of
impairment, the Group considers factors such as the market condition and whether there is a significant
prolonged decline in the values of these financial assets.
Where there is objective evidence of impairment for quoted available-for-sale financial assets, the difference
between the cost and current fair value is recognised as impairment loss. Where there is objective
evidence of impairment for unquoted available-for-sale financial assets, the recoverable value is estimated
based on the amount and timing of future cash flow.
The carrying amount of the Group’s available-for-sale financial assets is as disclosed in Note 18.
(viii)
Impairment of Intangible Assets
Management contracts with indefinite useful life are tested for impairment at least on an annual basis.
Other management contracts are assessed for indicators of impairment at each reporting date and if
any such indication exists, the Group makes an estimate of the recoverable values. This requires an
estimation of the value in use of the cash-generating unit to which the management contracts are
allocated. Estimating the value in use requires the Group to make an estimate of the expected future
cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate
the present value of those cash flows. The carrying amount of management contracts is as disclosed in
Note 19.
111
Annual Report 2013 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(a)
Key Sources of Estimation Uncertainty (cont’d)
(ix)
Impairment of Investment in Associates
The Group assesses at each reporting date whether there is any objective evidence that investments
in associates are impaired. Where there is objective evidence of impairment, the recoverable amount
is estimated based on the higher of the value-in-use and the fair value less costs to sell. Estimating the
value in use requires the Group to make an estimate of the expected future cash flow to be generated by
the associates and also to choose a suitable discount rate in order to calculate the present value of those
cash flows. The carrying amounts of investments in associates is as disclosed in Note 17. There was no
impairment of investment in associates for the year (2012: Nil).
(x)
Provision for Bank Profit Share
The Group has recognised a provision for bank profit share as described in Note 26. In determining the
amount of the provision, assumptions and estimates are made in relation to discount rates, the expected
achievable sales value for each development and the expected timing of sales. The carrying amount of
the provision as at 30 September 2013 is $14,036,000 (2012: $18,224,000).
(b)
Critical Judgements made in Applying Accounting Policies
In the process of applying the Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have significant effects on the amounts recognised in the
consolidated financial statements.
(i)
Land Appreciation Tax
Under the Provisional Regulations on land appreciation tax (“LAT”) implemented upon the issuance of
the Provisional Regulations of the People’s Republic of China (the “PRC”) on 27 January 1995, all gains
arising from the transfer of real estate property in China effective from 1 January 1994 are subject to LAT
at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds of
sales of properties less deductible expenditure including amortisation of land use rights, borrowing costs
and all property development expenditure.
The subsidiaries of the Group engaging in property development business in China are subject to land
appreciation tax. However, the implementation of this tax varies amongst China cities and the Group
has not finalised its land appreciation tax returns with various tax authorities. Accordingly, significant
judgement is required in determining the amount of land appreciation and related taxes. The ultimate tax
determination is uncertain during the ordinary course of business. The Group recognises these liabilities
based on management’s best estimates. When the final tax outcome of these matters is different from
the amounts that were initially recorded, such differences will impact the provisions for land appreciation
tax in the period in which such determination is made.
(ii)
Operating Lease Commitments – Group as Lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group
has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains
all the significant risks and rewards of ownership of these properties which are leased out on operating
leases.
(iii)
Unquoted Equity Investments
The Group’s unquoted equity investments have been stated at cost less impairment because there are
no active markets for these investments such that management is of the opinion that their fair values
cannot be measured reliably.
112
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.2
Significant Accounting Judgements and Estimates (cont’d)
(b)
Critical Judgements made in Applying Accounting Policies (cont’d)
(iv)
Classification of Property
The Group determines whether a property is classified as investment property or development property:
(a)
(b)
Investment property comprises land and buildings (principally offices, serviced apartments,
commercial and retail properties) which are not occupied substantially for use by, or in the
operations of, the Group, nor for sale in the ordinary course of business, but are held primarily to
earn rental income and capital appreciation.
Development property comprises property that is held for sale in the ordinary course of business.
Principally, these are residential and commercial/retail properties that the Group develops and
intends to sell before or on completion of construction.
In further determining whether a property used as service apartments is classified as investment property
or fixed assets, the Group analyses whether the quantum of other income derived from ancillary services
rendered in the service apartments is significant as compared to room revenue and total revenue. Based
on the analysis for the years presented, the Group has determined that revenue from ancillary services
is not significant.
2.3
Functional Currency
Items included in the financial statements of each entity in the Group are measured using the currency that best reflects
the economic substance of the underlying events and circumstances relevant to the entity (the “functional currency”).
The consolidated financial statements and financial statements of the Company are presented in Singapore dollars, the
functional currency of the Company.
2.4
Basis of Consolidation and Business Combinations
(a)
Basis of Consolidation
The financial year of the Company and all its subsidiaries ends on 30 September unless otherwise stated. The
consolidated financial statements incorporate the financial statements of the Company and all its subsidiaries
made up to 30 September. The financial statements of subsidiaries are prepared using consistent accounting
policies. Adjustments are made to any dissimilar material accounting policies to conform to the Group’s significant
accounting policies. A list of the Company’s significant subsidiaries is shown in Note 32.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as
at the balance sheet date.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group
transactions and dividends are eliminated in full.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control,
and continue to be consolidated until the date that such control ceases.
Losses within a subsidiary are attributed to the non-controlling interest even if that results in a deficit balance.
113
Annual Report 2013 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.4
Basis of Consolidation and Business Combinations (cont’d)
(a)
Basis of Consolidation (cont’d)
Basis of Consolidation from 1 January 2010
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group losses control over a subsidiary, it:
-
-
-
-
-
-
-
De-recognises the assets (including goodwill) and liabilities of the subsidiary at their carrying amounts at
the date when control is lost;
De-recognises the carrying amount of any non-controlling interest;
De-recognises the cumulative translation differences recorded in equity;
Recognises the fair value of the consideration received;
Recognises the fair value of any investment retained;
Recognises any surplus or deficit in profit statement;
Re-classifies the Group’s share of components previously recognised in other comprehensive income to
profit or loss or retained earnings, as appropriate.
Basis of Consolidation prior to 1 January 2010
Certain of the above-mentioned requirements were applied on a prospective basis. The following differences,
however, are carried forward in certain instances from the previous basis of consolidation:
-
-
-
Acquisition of non-controlling interests, prior to 1 January 2010, were accounted for using the parent
entity extension method, whereby, the difference between the consideration and the book value of the
share of the net assets acquired were recognised in goodwill;
Losses incurred by the Group were attributed to the non-controlling interest until the balance was reduced
to nil. Any further losses were attributed to the Group, unless the non-controlling interest had a binding
obligation to cover these. Losses prior to 1 January 2010 were not reallocated between non-controlling
interest and the owners of the Company;
Upon loss of control, the Group accounted for the investment retained at its proportionate share of net
asset value at the date control was lost. The carrying value of such investments as at 1 January 2010 has
not been restated.
(b)
Business Combinations
Business Combinations from 1 January 2010
Business combinations are accounted for by applying the acquisition method. Identifiable assets acquired, and
liabilities and contingent 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 financial 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.
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, which is deemed to be an asset
or liability, will be recognised in accordance with FRS 39 either in the profit statement or as change to other
comprehensive income. If the contingent consideration is classified as equity, it is not remeasured until it is
finally settled within equity.
114
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.4
Basis of Consolidation and Business Combinations (cont’d)
(b)
Business Combinations (cont’d)
Business Combinations from 1 January 2010 (cont’d)
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 profit statement.
The Group elects for each individual business combination, whether non-controlling interest in the acquiree
(if any), that are present ownership interests and entitle their holders to a proportionate share of net assets in
the event of liquidation, is recognised on the acquisition date at fair value, or at the non-controlling interest’s
proportionate share of the acquiree identifiable net assets. Other components of non-controlling interests are
measured on their acquisition date at fair value, unless another measurement basis is required by another FRS.
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 identifiable assets and liabilities is recorded as
goodwill. The accounting policy for goodwill is set out below. In instances where the latter amount exceeds the
former, the excess is recognised as gain on bargain purchase in the profit statement on the acquisition date.
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to owners
of the Company and are presented separately in the consolidated profit statement and consolidated statement
of comprehensive income, and within equity in the consolidated balance sheet, separately from the equity
attributable to owners of the Company. Changes in the Company’s ownership interest in a subsidiary that do not
result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts
of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the
fair value of the consideration paid or received is recognised directly in equity and attributable to owners of the
Company.
Business Combinations prior to 1 January 2010
In comparison to the above mentioned requirements, the following differences applied:
Business combinations are accounted for using the purchase method. Transaction costs directly attributable
to the acquisition formed part of the acquisition costs. The non-controlling interest was measured at the
proportionate share of the acquiree’s identifiable net assets.
Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair
values relating to previously held interests are treated as a revaluation and recognised in equity. Any additional
acquired share of interest did not affect previously recognised goodwill.
Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow
was more likely than not and a reliable estimate was determinable. Subsequent adjustments to the contingent
consideration were recognised as part of goodwill.
2.5
Investment in Subsidiaries
Subsidiaries are entities over which the Group has the power to govern the financial and operating policies so as to
obtain benefits from its activities. The Group generally has such power when it directly or indirectly, holds more than
50% of the issued share capital, or controls more than half of the voting power, or controls the composition of the board
of directors.
In the Company’s balance sheet, investment in subsidiaries is accounted for at cost less any impairment losses.
115
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.6
Joint Ventures
A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject
to joint control, where the strategic financial and operating decisions relating to the activity require the unanimous
consent of the parties sharing control.
The Group recognises its interest in the joint venture using the proportionate consolidation method. The Group combines
its proportionate share of each of the assets, liabilities, income and expenses of the joint venture with the similar items,
line by line, in its consolidated financial statements. The joint venture is proportionately consolidated from the date the
Group obtains joint control until the date the Group ceases to have joint control over the joint venture.
Adjustments are made in the Group’s consolidated financial statements to eliminate the Group’s share of intragroup
balances, income and expenses and unrealised gains and losses on such transactions between the Group and its jointly
controlled entity. Losses on transactions are recognised immediately if the loss provides evidence of a reduction in the
net realisable value of current assets or an impairment loss.
The financial statements of the joint venture are prepared as of the same reporting date as the Company. Where
necessary, adjustments are made to bring the accounting policies in line with those of the Group.
Upon loss of joint control, the Group measures and recognises any retained investment at its fair value. Any difference
between the carrying amount of the former jointly controlled entity upon loss of joint control and the aggregate of the
fair value of the retained investment and proceeds from disposal is recognised in profit statement.
In the Company’s separate financial statements, interests in joint ventures are carried at cost less impairment losses.
A list of the joint ventures is shown in Note 32.
2.7
Associates
Associates are entities (not being subsidiaries or joint ventures) in which the Group has significant influence.
Associates are equity accounted for from the date the Group obtains significant influence until the date the Group
ceases to have significant influence over the associates.
The Group’s investments in associates are accounted for in the consolidated financial statements using the
equity method. Under the equity method, the investment in associates is carried in the balance sheet at cost plus
post-acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to associates 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 identifiable assets, liabilities and contingent liabilities over the
cost of the investment is included as income in the determination of the Group’s share of results of the associate in the
period in which the investment is acquired.
The profit statement reflects the share of the results of operations of the associates. Where there has been a change
recognised in other comprehensive income by the associates, the Group recognises its share of such changes in other
comprehensive income. Unrealised gains and losses resulting from transactions between the Group and the associates
are eliminated to the extent of the interest in the associates.
The Group’s share of the profit or loss of its associates is the profit attributable to equity holders of the associate and,
therefore is the profit or loss after tax and non-controlling interests in the subsidiaries of associates.
When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.
After application of the equity method, the Group determines whether it is necessary to recognise an additional
impairment loss on the Group’s investment in its associates. 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 profit statement.
116
Annual Report 2013 Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.7
Associates (cont’d)
The most recently available audited financial statements of the associates are used by the Group in applying the equity
method. Where the dates of the audited financial statements used are not co-terminous with those of the Group, the
share of results is arrived at from the last audited financial statements available and unaudited management financial
statements to the end of the accounting period. Consistent accounting policies are applied for like transactions and
events in similar circumstances.
Upon loss of significant influence 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 significant influence and the fair
value of the aggregate of the retained investment and proceeds from disposal is recognised in profit statement.
In the Company’s separate financial statements, interests in associates are carried at cost less impairment losses.
A list of the associates is shown in Note 32.
2.8 Other Investments
Other investments represent non-derivative financial assets that are designated as available-for-sale. After initial
recognition, available-for-sale financial assets are subsequently measured at fair value with gains or losses being
recognised in other comprehensive income, except that impairment losses, foreign exchange gains and losses on
monetary instruments and interest calculated using the effective interest method are recognised in the profit statement.
The cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to the
profit statement as a reclassification adjustment when the financial asset is derecognised.
The fair value of investments that are actively traded in organised financial markets is determined by reference to the
relevant stock exchanges’ quoted market bid prices at the close of business on the balance sheet date. For investments
where there is no active market, the fair value is determined using valuation techniques, such techniques include using
recent arm’s length transactions, reference to the underlying net asset value of the investee companies and discounted
cash flow analysis. Investments in equity instruments whose fair value cannot be reliably measured are stated at cost
less impairment loss.
2.9
Investment Properties
(a)
Completed Investment Properties
Completed investment properties are held either to earn rental income or for capital appreciation or both and are
treated as non-current assets.
Completed investment properties are initially recorded at cost, including transaction costs. Subsequent to
recognition, completed investment properties are measured at fair value and gains or losses arising from
changes in the fair value of completed investment properties are included in the profit statement in the year in
which they arise. The fair values are determined annually based on independent professional valuations on the
balance sheet date.
Completed investment properties are derecognised when either they have been disposed of or when the
completed investment property is permanently withdrawn from use and no future economic benefit is expected
from its disposal. Any gains or losses on the retirement or disposal of a completed investment property are
recognised in the profit statement in the year of retirement or disposal.
Transfers are made to or from completed investment properties only when there is a change in use. For a transfer
from completed investment property to owner-occupied property, the deemed cost for subsequent accounting is
the fair value at the date of change in use. For a transfer from owner-occupied property to completed investment
property, the property is accounted for in accordance with the accounting policy for fixed assets up to the date
of change in use.
Rental and related income from completed investment properties are recognised on a straight line basis over
the lease term commencing on the date from which the lessee is entitled to exercise its right to use the leased
asset.
117
Annual Report 2013 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.9
Investment Properties (cont’d)
(b)
Investment Properties under Construction (“IPUC”)
IPUC are initially stated at cost which includes cost of land and construction, related overhead expenditure and
financing charges incurred during the period of construction and up to the completion of construction.
IPUC are subsequently measured at fair value annually and on completion, with changes in fair values being
recognised in the profit statement when fair value can be measured reliably.
IPUC are considered completed and are transferred to investment properties when they are ready for their
intended use and a Temporary Occupation Permit from the authorities have been obtained.
When assessing whether the fair value of IPUC can be determined reliably, the Group considers, among other
things:
1.
2.
3.
4.
whether the asset is being constructed in a developed liquid market;
whether a construction contract with the contractor has been signed;
whether the required building and letting permits are obtained; and
what percentage of rentable area has been pre-leased to tenants.
IPUC for which fair value cannot be determined reliably is measured at cost less impairment.
The fair values of IPUC are determined annually based on the opinion of a qualified independent valuer and
valuations are performed using methods as deemed appropriate by the valuer. Each IPUC is individually assessed.
The estimated value of future assets is based on the expected future income from the project, using risk adjusted
yields that are higher than the current yields of similar completed property. The remaining expected costs of
completion plus margin are deducted from the estimated future assets value.
2.10 Properties Held for Sale
(a)
Development Properties Held for Sale
Development properties held for sale are properties acquired or being constructed for sale in the ordinary course
of business, rather than to be held for the Company’s own use, rental or capital appreciation.
Development properties held for sale are held as inventories and are measured at the lower of cost and net
realisable value.
The costs of development properties held for sale include:
-
-
-
Freehold and leasehold rights for land;
Amounts paid to contractors for construction; and
Borrowing costs, planning and design costs, costs of site preparation, professional fees for legal services,
property transfer taxes, construction overheads and other related costs.
Non-refundable commissions paid to sales or marketing agents on the sale of real estate units are expensed
when incurred.
Net realisable value of development properties held for sale is the estimated selling price in the ordinary course
of the business, based on market prices at the end of the reporting period and discounted for the time value of
money if material, less the estimated costs of completion and the estimated costs necessary to make the sale.
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Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.10 Properties Held for Sale (cont’d)
(a)
Development Properties Held for Sale (cont’d)
Development properties held for sale are stated at cost plus attributable profits less progress billings if their
revenue is recognised based on percentage of completion method (see accounting policy for revenue recognition
below). Progress billings not yet paid by customers are included within “trade and other receivables”.
Development properties held for sale are stated at cost if their revenue is recognised upon completion. Payments
received from purchasers prior to completion are included in “trade and other payables” as “progress billings
received in advance”.
The costs of development properties recognised in profit statement on disposal are determined with reference
to the specific costs incurred on the property sold and an allocation of any non-specific costs based on the
relative size of the property sold.
Development properties held for sale are considered complete upon the issue of Temporary Occupation Permit.
When completed, development properties held for sale are transferred to completed properties held for sale.
(b)
Completed Properties Held for Sale
Completed properties held for sale are stated at the lower of cost and net realisable value. Cost includes cost of
land and construction, related overhead expenditure, and financing charges and other net costs incurred during
the period of development.
Allowance for impairment is made when it is anticipated that the net realisable value has fallen below cost.
2.11 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.
Expenditure for additions, improvements and renewals are capitalised and expenditure for maintenance and repair are
charged to the profit statement. When assets are sold or retired, their cost and accumulated depreciation are removed
from the financial statements and any gain or loss resulting from their disposal is included in the profit statement.
Fixed assets are depreciated on the straight line method so as to write off the cost of the assets over their estimated
useful lives. The principal annual rates of depreciation are as follows:
Leasehold land
Buildings
Equipment, furniture and fittings
Motor vehicles
Rate per annum
Over remaining lease term
2% to 5%
10% to 20%
14.3%
The useful lives and depreciation method are reviewed periodically to ensure that the method and period of depreciation
are consistent with the expected pattern of economic benefits from items of fixed assets.
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Annual Report 2013 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.12 Financial Assets
Financial assets within the scope of FRS 39 are classified as either financial assets at fair value through profit or loss, loans
and receivables, held-to-maturity investments, or available-for-sale financial assets, as appropriate. Financial assets are
recognised when, and only when, the Group becomes a party to the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not
at fair value through profit and loss, directly attributable transaction costs. The Group determines the classification of
its financial assets after initial recognition and, where allowed and appropriate, re-evaluates this designation at each
financial year end.
Non-derivative financial assets with fixed or determinable payment that are not quoted in an active market are classified as
loans and receivables. Such assets are initially recognised at fair value, plus directly attributable costs, and subsequently
carried at amortised cost using the effective interest method. Gains and losses are recognised in the profit statement
when the loans and receivables are derecognised or impaired, and through the amortisation process.
Where the Group has the positive intent and ability to hold debt securities to maturity, they are classified as held-to-maturity
investments and stated at amortised cost using the effective interest method less impairment. Gains and losses are
recognised in the profit statement when the held-to-maturity investments are derecognised or impaired, and through
the amortisation process.
Available-for-sale financial assets are those that are not classified in any of the other categories. After initial recognition,
available-for-sale financial assets are measured at fair value, with any resultant gain or loss recognised in other
comprehensive income, except that impairment losses, foreign exchange gains and losses on monetary instruments
and interest calculated using the effective interest method are recognised in profit statement. The cumulative gain or
loss previously recognised in other comprehensive income is reclassified from equity to profit or loss as a reclassification
adjustment when the financial asset is derecognised.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment
loss.
2.13 Receivables
Trade and other receivables, including amounts due from subsidiaries, associates, joint ventures, related companies and
loans to related companies, are classified and accounted for as loans and receivables under FRS 39. The accounting
policy is stated in Note 2.12.
An allowance is made for uncollectible amounts when there is objective evidence that the Group will not be able
to collect the debt. Bad debts are written off when identified. Further details of accounting policy for impairment of
financial assets are stated in Note 2.17.
2.14 Cash and Cash Equivalents
Cash on hand and in banks and fixed deposits which are held to maturity are classified and accounted for as loans and
receivables under FRS 39. The accounting policy is stated in Note 2.12.
For the purpose of Cash Flow Statement, cash and cash equivalents consist of cash on hand and deposits in banks, net
of outstanding bank overdrafts.
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Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.15 Financial Liabilities
Financial liabilities within the scope of FRS 39 are recognised when, and only when, the Group becomes a party to the
contractual provisions of the financial instrument.
Financial liabilities are recognised initially at fair value plus directly attributable transaction costs.
Subsequent to initial recognition, financial liabilities are measured at amortised cost using the effective interest method.
Gains and losses are recognised in the profit statement when the liabilities are derecognised, and through the
amortisation process.
2.16 Provisions
Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event and it
is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a
reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer
probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed.
Where the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects,
where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
2.17
Impairment
(a)
Impairment of Non-financial Assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs to sell
and its value in use and is determined for an individual asset, unless the asset does not generate cash inflow that
are largely independent of those from other assets or groups of assets. In assessing value in use, the estimated
future cash flow are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. In determining fair value less costs
to sell, recent market transactions are taken into account, if available. If no such transactions can be identified,
an appropriate valuation model is used. These calculations are corroborated by valuation multiples or other
available fair value indicators. Where the carrying amount of an asset exceeds its recoverable amount, the asset
is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the
profit statement as ‘impairment losses’.
The Group bases its impairment calculation on detailed budgets and forecast calculations which are prepared
separately for each of the Group’s cash-generating units to which the individual assets are allocated. These
budgets and forecast calculations are generally covering a period of five years. For longer periods, a long-term
growth rate is calculated and applied to project future cash flows after the fifth year.
Impairment losses of continuing operations are recognised in profit statement in those expense categories
consistent with the function of the impaired asset, except for assets that are previously revalued where the
revaluation was taken to other comprehensive income. In this case, the impairment is also recognised in other
comprehensive income up to the amount of any previous revaluation.
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Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.17
Impairment (cont’d)
(a)
Impairment of Non-financial Assets (cont’d)
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any
indication that previously recognised impairment losses may no longer exist or may have decreased. If such
indication exists, the recoverable amount is estimated. A previously recognised 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. That increased amount cannot 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 profit statement unless the asset is measured at revalued amount,
in which case the reversal is treated as a revaluation increase. After such a reversal, the depreciation charge 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.
The Group does not reverse in a subsequent period, any impairment loss recognised for goodwill.
(b)
Impairment of Financial Assets
The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or
group of financial assets is impaired.
(i)
Assets Carried at Amortised Cost
For financial assets carried at amortised cost, the Group first assesses whether objective evidence
of impairment exists individually for financial assets that are individually significant, or collectively for
financial assets that are not individually significant. If the Group determines that no objective evidence of
impairment exists for an individually assessed financial asset, whether significant or not, it includes the
asset in a group of financial 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 loans and receivables or held-to-maturity
investments carried at amortised cost has been incurred, the amount of the loss is measured as the
difference between the asset’s carrying amount and the present value of estimated future cash flow
discounted at the financial asset’s original effective interest rate. If a loan has a variable interest rate,
the discount rate for measuring any impairment loss is the current effective interest rate. The carrying
amount of the asset is reduced through the use of an allowance. The amount of the loss is recognised
in the profit statement.
When the asset becomes uncollectible, the carrying amount of impaired financial asset 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 financial asset.
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group considers factors such as the probability of insolvency or significant financial
difficulties of the debtor and default or significant 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 was recognised, the previously recognised
impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised in the profit
statement, to the extent that the carrying value of the asset does not exceed its amortised cost at the
reversal date.
122
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.17
Impairment (cont’d)
(b)
Impairment of Financial Assets (cont’d)
(ii)
Assets Carried at Cost
If there is objective evidence that an impairment loss on an unquoted equity instrument that is not carried
at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to
and must be settled by delivery of such an unquoted equity instrument has been incurred, the amount
of the loss is measured as the difference between the asset’s carrying amount and the present value of
estimated future cash flow discounted at the current market rate of return for a similar financial asset.
Such impairment losses are not reversed in subsequent periods.
(iii)
Available-for-sale Financial Assets
In the case of equity investments classified as available-for-sale, objective evidence of impairment include
(i) significant financial difficulty of the issuer or obligor, (ii) information about significant changes with
an adverse effect that have taken place in the technological, market, economic or legal environment in
which the issuer operates, and indicates that the cost of the investment in equity instrument may not be
recovered; and (iii) a significant or prolonged decline in the fair value of the investment below its costs.
‘Significant’ is to be evaluated against the original cost of the investment and ‘prolonged’ against the
period in which the fair value has been below its original cost.
If an available-for-sale financial asset is impaired, an amount comprising the difference between its
cost (net of any principal payment and amortisation) and its current fair value, less any impairment
loss previously recognised in the profit statement, is transferred from equity to the profit statement.
Reversals in respect of equity instruments classified as available-for-sale are not recognised in the
profit statement. Reversals of impairment losses on debt instruments are reversed through the profit
statement, if the increase in fair value of the instrument can be objectively related to an event occurring
after the impairment loss was recognised in the profit statement.
2.18
Income Taxes
(a)
Current Tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance sheet date.
Current taxes are recognised in the profit statement except to the extent that the tax relates to items recognised
outside the profit statement, either in other comprehensive income or directly in equity. Management periodically
evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are
subject to interpretation and establishes provisions where appropriate.
(b) 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 financial reporting purposes.
Deferred tax liabilities are recognised for all taxable 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 profit nor taxable profit or loss; and
In respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, 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.
123
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.18
Income Taxes (cont’d)
(b) 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 profit 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 profit nor taxable profit or loss; and
In respect of deductible temporary differences associated with investments in subsidiaries, associates
and interests in joint ventures, 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 profit 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 sufficient taxable profit 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 profit 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 to the year when the
asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively
enacted at the balance sheet date.
Deferred tax relating to items recognised outside the profit statement is recognised outside the profit statement.
Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive
income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill
on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.
(c)
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 in the balance sheet.
2.19 Deferred Income
Deferred income relates to sales commission from the sale of residential condominium units which is credited to the
profit statement on a straight line basis over a period from signing of the sale and purchase agreement to issuance of
the Temporary Occupation Permit and leasing commission from leasing of commercial units which is credited to the
profit statement on a straight line basis over a period of 36 months.
124
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.20
Inventories
Inventories comprise linens, utensils and hollowares and are stated at the lower of cost and net realisable value. In
arriving at the net realisable value, due allowance is made for obsolete items.
2.21 Borrowing Costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition,
construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare
the asset for its intended use or sale are in progress and the expenditure and borrowing costs are incurred. Borrowing
costs are capitalised until the assets are substantially completed for their intended use or sale. All other borrowing
costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in
connection with the borrowing of funds.
2.22 Revenue Recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the
revenue can be reliably measured, regardless of when the payment is made. Revenue is measured at the fair value of
consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or
duty. The following specific recognition criteria must also be met before revenue is recognised:
(a)
Properties Held for Sale
Sale of Completed Property
Revenue from completed properties is recognised when the risks and rewards of ownership have been
transferred to the purchaser either through the transfer of legal title or equitable interest in the properties, which
is normally on unconditional exchange of contracts. For conditional exchanges, sales are recognised only when
all the significant conditions are satisfied.
Sale of Property under Development
The Group recognises revenue on property under development when the significant risks and rewards of
ownership have been transferred to the purchasers. For residential development projects under progressive
payment scheme in Singapore, whereby the legal terms in the sales contracts result in continuous transfer of
work-in-progress to the purchasers, revenue is recognised based on the percentage of completion method.
Under the percentage of completion method, profit is brought into profit statement only in respect of finalised
sales contracts and to the extent that such profit relates to the progress of construction work. The progress of
construction work is measured by the proportion of the construction and related costs incurred to date to the
estimated total construction and related costs for each project.
For executive condominium projects in Singapore, residential development projects under deferred payment
scheme in Singapore and overseas development projects, revenue will be recognised upon the transfer of
significant risks and rewards of ownership, which generally coincides with the time the development units are
delivered to the purchasers.
(b)
Rental Income
Refer to the policy on Investment Properties.
(c)
Dividends
Dividend income is recognised when the Group’s right to receive the payment is established.
(d)
Interest Income
Interest income is recognised using the effective interest method.
(e) Management Fees
Revenue is recognised on an accrual basis.
125
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.23 Goodwill
Goodwill acquired in a business combination is initially measured at cost. Following initial recognition, goodwill is
measured at cost less accumulated impairment losses.
Goodwill is reviewed for impairment, at least annually or more frequently if events or changes in circumstances indicate
that the carrying value may be impaired.
2.24
Intangible Assets
Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business
combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets are carried at
cost less any accumulated amortisation and any accumulated impairment losses. Internally generated intangible assets,
excluding capitalised development costs, are not capitalised and expenditure is reflected in profit statement in the year
in which the expenditure is incurred.
The useful lives of intangible assets are assessed as either finite or indefinite.
Intangible assets with finite useful lives are amortised over the estimated useful lives and assessed for impairment
whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation
method are reviewed at least at each financial year-end. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset is accounted for by changing the amortisation period
or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible
assets with finite useful lives is recognised in profit statement in the expense category consistent with the function of
the intangible asset.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at
the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an
indefinite useful life is reviewed annually to determine whether the useful life assessment continues to be supportable.
If not, the change in useful life from indefinite to finite is made on a prospective basis.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in profit or loss when the asset is derecognised.
(a) Management Contracts
Management contracts with finite useful lives are amortised on a straight line basis over an estimated useful life
of 8 years. Management contracts with indefinite useful lives are not amortised.
(b)
Software
Software is initially recognised at cost and subsequently carried at cost less accumulated amortisation.
126
Annual Report 2013 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.25 Foreign Currencies
(a)
Foreign Currency Transactions
Transactions in foreign currencies are measured in the respective functional currencies of the group companies at
rates of exchange approximating those ruling at transaction dates. Monetary assets and liabilities denominated in
foreign currencies are translated at the rates ruling at the balance sheet date. Non-monetary assets and liabilities
that are measured in terms of historical cost in a foreign currency are translated using the exchange rates ruling
at the initial transaction dates. 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 measured. Exchange differences are dealt with in
the profit statement.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the balance
sheet date are recognised in the profit statement except for exchange differences arising on monetary items
that form part of the Company’s net investment in foreign subsidiaries, which are recognised initially in other
comprehensive income and accumulated under foreign currency translation reserve in equity and recognised in
the consolidated profit statement on disposal of the subsidiary. In the Company’s separate financial statements,
such exchange differences are recognised in the profit statement.
(b)
Foreign Currency Translation
The results and financial position of foreign operations are translated into Singapore dollars using the following
procedures:
-
-
Assets and liabilities for each balance sheet presented are translated at the closing rate ruling at that
balance sheet date; and
Income and expenses for each profit statement are translated at average exchange rates for the year,
which approximates the exchange rates at the dates of the transactions.
All resulting exchange differences are taken directly to other comprehensive income.
On disposal of a foreign operation, the cumulative amount of exchange differences recognised in other
comprehensive income relating to that foreign operation is recognised in the profit statement as a component
of the gain or loss on disposal.
2.26 Employee Benefits
(a)
Defined Contribution Plan
As required by law, the Group makes contributions to state pension schemes in accordance with local regulatory
requirements. The pension contributions are recognised as compensation expense in the same period as the
employment that gives rise to the contribution.
(b)
Employee Leave Entitlement
Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made
for the estimated liability for leave as a result of services rendered by employees up to the balance sheet date.
(c)
Share Options
Cash-Settled Transactions
The Company’s holding company has in place an Executives’ Share Option Scheme for the granting of share
options to eligible executives of the Group. The fair values over the vesting period are measured by the holding
company and settled in cash by the Group. The fair values are expensed over the period till vesting with
recognition of a corresponding liability.
127
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.27 Derivative Financial Instruments
The Group uses derivative financial instruments to hedge against risks associated with foreign currency and interest rate
fluctuations. Foreign exchange forward contracts are used to hedge its risks associated primarily with foreign currency
fluctuations. Interest rate swap contracts are used to hedge its risks associated with interest rate fluctuations. It is the
Group’s policy not to trade in derivative financial instruments.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re-measured at their fair value. The changes in fair value of any derivative instruments that do not qualify for hedge
accounting are recognised immediately in the profit statement.
The Group applies hedge accounting for certain hedging relationships, which qualifies for hedge accounting. For the
purpose of hedge accounting, these hedges are classified as cash flow hedges. At the inception of a hedge relationship,
the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge
accounting and the risk management objective and strategy for undertaking the hedge. Such hedges are expected to
be highly effective in achieving offsetting changes in cash flow and are assessed on an ongoing basis to determine
that they actually have been highly effective throughout the financial reporting periods for which they were designated.
Hedges which meet the strict criteria for hedge accounting are accounted for as follows:
The effective portion of the gain or loss on the hedging instrument is recognised directly as other comprehensive income
in hedging reserve, while any ineffective portion is recognised immediately in the profit statement. Amounts recognised
as other comprehensive income are transferred to the profit statement when the hedged transaction affects the profit
statement, such as when the hedged financial income or financial expense is recognised or when a forecast sale occurs.
Where the hedged item is the cost of a non-financial asset or non-financial liability, the amounts recognised as other
comprehensive income are transferred to the initial carrying amount of the non-financial asset or liability. If the forecast
transaction or firm commitment is no longer expected to occur, amounts previously recognised in equity are transferred
to the profit statement. If the hedging instrument expires or is sold, terminated or exercised without replacement or
rollover, or if its designation as a hedge is revoked, amounts previously recognised in other comprehensive income
remain in other comprehensive income until the forecast transaction or firm commitment occurs.
The fair value of forward foreign currency contracts is calculated by reference to current forward foreign exchange rates
for contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by reference to
market values for similar instruments.
2.28 Derecognition of Financial Assets and Liabilities
(a)
Financial Assets
A financial asset is derecognised when the contractual rights to receive cash flow from the asset have expired.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of
the consideration received (including any new asset obtained less any new liability assumed) and any cumulative
gain or loss that has been recognised in other comprehensive income is recognised in the profit statement.
(b)
Financial Liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or has expired.
Where an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a
derecognition of the original liability and the recognition of a new liability, and the difference in the respective
carrying amounts is recognised in the profit statement.
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Annual Report 2013 Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.29 Financial Guarantee
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder
for a loss it incurs because a specified debtor fails to make payment when due in accordance with the terms of a debt
instrument.
Financial guarantees are recognised initially at fair value, adjusted for transaction costs that are directly attributable to
the issuance of the guarantee. Subsequent to initial recognition, financial guarantees are recognised as income in the
profit statement over the period of the guarantee. If it is probable that the liability will be higher than the amount initially
recognised less amortisation, the liability is recorded at the higher amount with the difference charged to the profit
statement.
2.30 Leases
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at
inception date: whether fulfilment of the arrangement is dependent on the use of a specific asset or assets and the
arrangement conveys a right to use the asset, even if that right is not explicitly specified in an arrangement.
For arrangements entered into prior to 1 January 2005, the date of inception is deemed to be 1 January 2005 in
accordance with the transitional requirements of INT FRS 104.
(a)
As Lessee
Finance leases which transfer to the Group substantially all the risks and rewards incidental to ownership of
the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower,
at the present value of the minimum lease payments. Any initial direct costs are also added to the amount
capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so
as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged
to profit statement. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset and the lease
term, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term.
Operating lease payments are recognised as an expense in profit statement on a straight-line basis over the
lease term. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental
expense over the lease term on a straight-line basis.
(b)
As Lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified 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 stated in Note 2.22. Contingent rents are recognised as revenue in the period in which
they are earned.
(c)
Other Long Term Asset
Other long term asset relates to the unguaranteed residual value which is the portion of the residual value of the
leased asset, the realisation of which by the lessor is not assured or is guaranteed solely by a party related to
the lessor. Lessors shall initially recognise such assets in their balance sheets and present them as a receivable
at an amount equal to the net investment in the lease. For subsequent measurement, the recognition of finance
income shall be based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment
in the lease. The finance income will be allocated over the lease term on a systematic and rational basis. Lease
payments relating to the period, excluding cost for services, are applied against the gross investment in the lease
to reduce both the principal and the unearned finance income. Estimated unguaranteed residual values used in
computing the lessor’s gross investment in a lease are reviewed regularly. If there has been a reduction in the
estimated unguaranteed residual value, the income allocation over the lease term is revised and any reduction in
respect of amounts accrued is recognised immediately.
129
Annual Report 2013 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
2.31 Exceptional Items
Exceptional items are items of income and expense of such size, nature or incidence that their disclosure is relevant to
explain the performance of the Company and Group for the year.
2.32 Share Capital and Share Issuance Expenses
Proceeds from issuance of ordinary shares and redeemable preference shares are recognised as share capital in equity.
Incremental costs directly attributable to the issuance of such shares are deducted against share capital.
2.33 Related Parties
A related party is defined as follows:
(a)
A person or a close member of that person’s family is related to the Group and the Company if that person:
(i)
Has control or joint control over the Company;
(ii)
Has significant influence over the Company; or
(iii)
Is a member of the key management personnel of the Group or Company or of a parent of the Company.
(b)
An entity is related to the Group and the Company if any of the following conditions applies:
(i)
(ii)
The entity and the Company 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)
One entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v)
The entity is a post-employment benefit plan for the benefit of employees of either the Company or an
entity related to the Company. If the Company is itself such a plan, the sponsoring employers are also
related to the Company;
(vi)
The entity is controlled or jointly controlled by a person identified in (a);
(vii)
A person identified in (a)(i) has significant influence over the entity or is a member of the key management
personnel of the entity (or of a parent of the entity).
130
Annual Report 2013 Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
3a.
REVENUE
Properties held for sale
-
-
recognised on completed contract method
recognised on percentage of completion method
Rent and related income
Management fee income
Others
3b.
COST OF SALES
Properties held for sale
4.
OTHER (LOSSES)/INCOME
Fair value loss on foreign currency forward contracts
Exchange gain
Loss on disposal of fixed assets
Compensation income from settlement of litigation
Others
Group
2013
$’000
2012
$’000
769,310
872,043
457,064
575,519
1,641,353
1,032,583
334,983
64,926
11,487
284,429
80,970
13,788
2,052,749
1,411,770
Group
2013
$’000
2012
$’000
(1,241,094)
(785,398)
Group
2013
$’000
(3,922)
1,899
(625)
-
87
(2,561)
2012
$’000
(224)
8,132
(564)
6,749
258
14,351
131
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
5.
TRADING PROFIT
Trading profit is stated after crediting:
Write-back of allowance for doubtful trade receivables (Note 21)
Write-back of allowance for impairment for completed properties held for sale
and charging:
Allowance for foreseeable losses for properties held for sale
Allowance for impairment for completed properties held for sale
Allowance for doubtful trade receivables (Note 21)
Depreciation of fixed assets (Note 14)
Amortisation of intangible assets (Note 19)
Audit fees paid to:
- auditors of the Company
- other auditors
Non-audit fees paid to:
- auditors of the Company
- other auditors
Property tax
Staff costs
Defined contribution plans
Employee share-based expense
6.
INVESTMENT INCOME
Dividend income
- available-for-sale financial assets
7.
INTEREST INCOME
Interest income from loans and receivables
immediate holding company
-
-
related companies
- non-controlling interest
- fixed deposits and bank balances
Interest income from available-for-sale assets
- quoted non-equity investments
Interest income accretion from other long term asset (Note 20)
Interest rate swaps
-
realised
132
Group
2013
$’000
2012
$’000
2,041
137
8,589
-
2,556
7,655
498
535
924
827
1,052
20,114
66,571
5,053
5,384
1,481
-
24,799
9,953
2,486
7,310
498
578
1,425
156
1,017
19,047
59,498
4,059
5,115
Group
2013
$’000
2012
$’000
-
493
Group
2013
$’000
2012
$’000
466
3,414
6,382
6,666
16,928
290
800
441
-
-
4,830
11,995
16,825
2,017
1,400
-
18,459
20,242
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
8.
INTEREST EXPENSE
Interest expense
-
-
loans and borrowings
related companies
Interest rate swaps
- unrealised
9.
EXCEPTIONAL ITEMS
Gain on disposal of financial assets
Negative goodwill on acquisition of:
- a subsidiary
- an associate
Gain on disposal of subsidiaries
Loss on step acquisition of subsidiary
Loss on redemption of quoted non-equity investments
Write-back of over-provision of bank profit share
Share of associates’ exceptional items
10.
TAXATION
Based on profit for the year:
Current taxation
Withholding tax
Deferred taxation
Over-provision in prior years:
Current taxation
Deferred taxation
Utilisation of previously unrecognised tax losses
Current taxation
Group
2013
$’000
2012
$’000
(21,291)
(57,439)
(78,730)
(23,664)
(56,840)
(80,504)
(698)
-
(79,428)
(80,504)
Group
2013
$’000
2012
$’000
35,260
-
-
1,162
-
-
(622)
4,337
6,272
46,409
1,086
5,020
35,632
(12,833)
-
4,469
20,713
54,087
Group
2013
$’000
2012
$’000
(Restated)
57,996
3,941
38,582
67,401
5,130
35,049
100,519
107,580
(3,163)
(773)
(3,936)
-
96,583
(10,340)
(1,985)
(12,325)
(3,331)
91,924
133
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
10.
TAXATION (cont’d)
A reconciliation of the statutory tax rate to the Group’s effective tax rate applicable to profit before taxation and
non-controlling interests for the years ended 30 September is as follows:
Singapore statutory rate
Income not subject to tax
Expenses not deductible for tax purposes
Utilisation of previously unrecognised tax losses
Over-provision in prior years
Deferred tax benefits on losses not recognised
Effect of tax losses not recognised
Effect of different tax rates of other countries
Tax effect of FRS 40 fair value adjustments
Withholding tax
Transfer of losses under group relief
Others
Effective tax rate
Group
2013
%
2012
%
(Restated)
17.0
(1.5 )
1.4
(1.1 )
(0.5 )
0.8
0.1
0.4
(5.6 )
0.5
(0.2 )
0.3
11.6
17.0
(2.6 )
2.6
(0.4 )
(1.7 )
4.6
0.2
(0.2 )
(8.0 )
0.7
(0.2 )
0.8
12.8
During the current year, in relation to Year of Assessment (“YA”) 2013, certain subsidiaries in Singapore have transferred
losses of $61,721,000 (YA 2012: $7,654,000) to set off against the taxable income of other companies in the Group.
During the current year, tax benefits of $1,933,000 were recognised on the tax losses utilised under the Singapore
group relief system as compared to net tax benefits of $1,423,000 recognised in the last financial year in relation to
prior assessment years. Tax benefits of $12,827,000 (2012: $4,267,000) arising from the utilisation of group relief have
not been recognised as they are subject to compliance with the relevant tax legislation governing group relief and
agreement of the Inland Revenue Authority of Singapore.
In the United Kingdom, the 2012 Budget on 21 March 2012 announced that the UK corporation tax rate will reduce
to 22% by 2014. A reduction in the rate from 26% to 25% (effective from 1 April 2012) was substantively enacted on
5 July 2011, and further reductions to 24% (effective from 1 April 2012) and 23% (effective from 1 April 2013) were
substantively enacted on 26 March 2012 and 3 July 2012, respectively.
As at 30 September 2013, certain subsidiaries have unutilised tax losses of approximately $190,599,000 (2012:
$194,748,000) available for set off against future taxable profits and taxable capital gains respectively. The use of these
tax losses is subject to certain statutory requirements being met.
134
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
11.
EARNINGS PER SHARE
Basic and diluted earnings per share is computed by dividing the Group’s attributable profit (net of preference dividends
paid) by the weighted average number of ordinary shares in issue during the year:
Group profit attributable to shareholder of the Company
- before fair value change and exceptional items
Attributable profit after fair value change and exceptional items
Group
2013
$’000
2012
$’000
(Restated)
401,080
252,420
722,303
643,263
No. of Shares
‘000
‘000
Weighted average number of ordinary shares in issue
753,292
753,292
Basic and diluted earnings per share
- before fair value change and exceptional items
- after fair value change and exceptional items
53.2¢
95.9¢
33.5¢
85.4¢
There are no potential dilutive ordinary shares in existence for the years presented.
12.
SEGMENT INFORMATION
The Group’s operating businesses are organised and managed separately according to the nature of activities. The Group’s
operating business segments are namely investment properties, REIT, development properties, serviced residences and
corporate and others. Serviced residences comprise service apartments and related management consultancy services.
The Group operates in seven main geographical areas, namely, Singapore, Australia, United Kingdom, China, Thailand
and others. Geographical segment revenue is based on geographical location of the Group’s customers. Geographical
segment assets is based on geographical location of the Group’s assets. Segment accounting policies are the same
as the policies described in Note 2. Inter-segment sales are based on terms agreed between the related companies.
135
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
12.
SEGMENT INFORMATION (cont’d)
Year ended 30 September 2013
The following table presents financial information regarding business segments:
Business segment
Investment
Properties
$’000
Development
Properties
$’000
REIT
$’000
Hospitality
$’000
Corporate
& Others
$’000
Eliminations
$’000
Group
$’000
Revenue - external
Revenue - inter-segment
Revenue - intra-segment
136,224
2,346
-
-
-
-
1,682,379
-
-
183,833
484
9,661
50,313
38,660
15,824
- 2,052,749
-
-
(41,490)
(25,485)
Total revenue
138,570
-
1,682,379
193,978
104,797
(66,975)
2,052,749
Subsidiaries and
joint ventures
Associates
PBIT *
Interest income
Interest costs
Profit before fair value
change, taxation and
exceptional items
Fair value change on
63,032
-
-
54,452
375,454
3,923
69,658
-
63,032
54,452
379,377
69,658
3,458
1,161
4,619
-
-
-
511,602
59,536
571,138
18,459
(79,428)
510,169
investment properties
129,960
-
-
35,923
-
-
165,883
Share of associates’
fair value change on
investment properties
Profit before taxation
and exceptional items
Exceptional items
Profit before taxation
Taxation
Profit for the year
Assets
Tax assets
Bank deposits and
cash balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Capital expenditure
Depreciation
Allowance for foreseeable
losses
Write-back of allowance
for impairment
Negative goodwill
136
-
107,771
-
-
2,089
-
109,860
2,049,059
910,897
4,943,374 1,777,091
255,147
250,240
-
1,620,576
276,872
784,205
24,062
139
-
-
-
-
-
-
-
1,162
101
308
77,157
6,480
13,385
770
8,589
(137)
-
-
-
-
-
-
-
785,912
46,409
832,321
(96,583)
735,738
- 9,935,568
2,937
506,784
10,445,289
- 2,931,893
1,804,508
230,602
4,967,003
-
-
114,705
7,697
-
8,589
-
-
(137)
1,162
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
12.
SEGMENT INFORMATION (cont’d)
Year ended 30 September 2013 (cont’d)
Business segment (cont’d)
Investment
Properties
$’000
Development
Properties
$’000
REIT
$’000
Hospitality
$’000
Corporate
& Others
$’000
Eliminations
$’000
Group
$’000
Attributable profit before
exceptional items
Exceptional items
176,147
-
156,927
5,512
281,908
3,470
68,754
-
(6,974)
36,559
-
-
676,762
45,541
Attributable profit
176,147
162,439
285,378
68,754
29,585
-
722,303
The following table presents financial information regarding geographical segments:
Geographical segment
Singapore
$’000
Australia
$’000
UK
$’000
China
$’000
Thailand
$’000
Others(1)
$’000
Group
$’000
Total revenue
PBIT *
1,583,514
499,352
187,105
4,230
81,321
18,465
157,409
29,552
20,328
7,896
23,072
11,643
2,052,749
571,138
Assets
Tax assets
Bank deposits and
cash balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Capital expenditure
Depreciation
Allowance for foreseeable
losses
Write-back of allowance
for impairment
Negative goodwill
6,301,148
1,614,908
765,271
937,120
87,027
230,094
9,935,568
2,937
506,784
10,445,289
2,133,113
378,160
211,224
163,444
8,298
37,654
2,931,893
1,804,508
230,602
4,967,003
26,642
2,298
61,375
1,639
26,255
2,011
184
1,148
-
8,589
-
-
1,162
-
-
(137)
-
-
-
-
1
4
-
-
-
248
597
114,705
7,697
-
-
-
8,589
(137)
1,162
* PBIT - Profit before interest, fair value change, taxation and exceptional items.
(1) Others - New Zealand, Vietnam, Philippines, Indonesia and Malaysia.
137
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
12.
SEGMENT INFORMATION (cont’d)
Year ended 30 September 2012 (Restated)
The following table presents financial information regarding business segments:
Business segment
Investment
Properties
$’000
Development
Properties
$’000
REIT
$’000
Hospitality
$’000
Corporate
& Others
$’000
Eliminations
$’000
Group
$’000
Revenue - external
Revenue - inter-segment
Revenue - intra-segment
149,673
2,423
-
-
-
-
1,068,983
-
-
130,857
371
6,520
62,257
35,603
14,609
- 1,411,770
-
-
(38,397)
(21,129)
Total revenue
152,096
-
1,068,983
137,748
112,469
(59,526)
1,411,770
73,604
-
-
55,772
192,777
1,655
39,138
1,007
26,160
41
73,604
55,772
194,432
40,145
26,201
Subsidiaries and
joint ventures
Associates
PBIT *
Interest income
Interest costs
Profit before fair value
change, taxation
and exceptional items
Fair value change on
investment properties
179,773
-
-
85,455
-
58,008
-
13,687
-
-
Share of associates’
fair value change on
investment properties
Profit before taxation
and exceptional items
Exceptional items
Profit before taxation
Taxation
Profit for the year
Assets
Tax assets
Bank deposits and
cash balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
1,597,332
1,113,018
4,737,389 1,464,286
235,948
263,732
301,664
2,049,774
206,827
767,888
Other segment information
Capital expenditure
Depreciation
Allowance for foreseeable
losses (net)
Allowance for impairment
Negative goodwill
29,145
80
-
-
-
138
-
-
-
-
345
1,299
39,761
5,190
1,623
741
24,799
9,953
-
-
5,020
-
1,086
-
-
-
-
-
-
331,679
58,475
390,154
20,242
(80,504)
329,892
-
265,228
-
71,695
666,815
54,087
720,902
(91,924)
628,978
- 9,147,973
2,937
1,206,314
10,357,224
- 3,589,885
1,592,525
219,145
5,401,555
-
-
-
-
-
70,874
7,310
24,799
9,953
6,106
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
12.
SEGMENT INFORMATION (cont’d)
Year ended 30 September 2012 (Restated) (cont’d)
Business segment (cont’d)
Investment
Properties
$’000
Development
Properties
$’000
REIT
$’000
Hospitality
$’000
Corporate
& Others
$’000
Eliminations
$’000
Group
$’000
Attributable profit before
exceptional items
Exceptional items
227,307
-
109,024
24,987
144,096
39,207
112,697
(11,001)
(3,054)
-
Attributable profit
227,307
134,011
183,303
101,696
(3,054)
-
-
590,070
53,193
-
643,263
The following table presents financial information regarding geographical segments:
Geographical segment
Singapore
$’000
Australia
$’000
UK
$’000
China
$’000
Thailand
$’000
Others(1)
$’000
Group
$’000
Total revenue
PBIT *
1,017,720
350,953
89,556
(50,009)
37,848
9,654
236,105
70,399
6,832
2,299
23,709
6,858
1,411,770
390,154
Assets
Tax assets
Bank deposits and
cash balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
5,877,585
1,409,585
717,956
813,844
95,348
233,655
9,147,973
2,937
2,690,637
567,013
120,394
160,207
9,032
42,602
3,589,885
1,592,525
219,145
5,401,555
1,206,314
10,357,224
Other segment information
Capital expenditure
Depreciation
Allowance for foreseeable
losses (net)
Allowance for impairment
Negative goodwill
58,100
2,027
5,266
2,052
(13,752)
-
5,020
36,898
9,703
-
6,699
1,393
-
250
1,086
468
1,254
-
-
-
9
3
-
-
-
332
581
70,874
7,310
1,653
-
-
24,799
9,953
6,106
* PBIT - Profit before interest, fair value change, taxation and exceptional items.
(1) Others - New Zealand, Vietnam, Philippines, Indonesia and Malaysia.
139
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
13.
INVESTMENT PROPERTIES
Group
Balance Sheet
At Cost
At 1 October 2011
Currency re-alignment
Acquisition of subsidiaries
Disposal of subsidiaries
Additions
Fair value change
At 30 September 2012 and 1 October 2012
Currency re-alignment
Transfer upon completion
Additions
Fair value change
At 30 September 2013
Profit Statement
Rental income from completed investment properties:
- Minimum lease payments
- Contingent rent based on tenants’ turnover
Completed
Investment
Properties
$’000
Investment
Properties
under
Construction
$’000
Total
Investment
Properties
$’000
2,201,802
(21,335)
266,688
(235,402)
31,356
257,472
2,500,581
15,470
105,566
83,784
165,883
259,865
-
-
-
53,232
7,756
320,853
-
(105,566)
28,663
-
2,461,667
(21,335)
266,688
(235,402)
84,588
265,228
2,821,434
15,470
-
112,447
165,883
2,871,284
243,950
3,115,234
2013
$’000
2012
$’000
229,995
2,894
232,889
203,809
2,491
206,300
Direct operating expenses (including repairs and maintenance) arising from:
- Rental generating properties
85,933
79,824
Company
Balance Sheet
At Cost
At 1 October 2011, 30 September 2012 and 1 October 2012
Fair value change
At 30 September 2013
Completed
Investment
Properties
$’000
1,550
100
1,650
140
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
13.
INVESTMENT PROPERTIES (cont’d)
(a)
Completed Investment Properties
Completed investment properties comprise service residences and commercial properties that are leased mainly to
third parties under operating leases (Note 38).
Completed investment properties are stated at fair value which has been determined based on valuations performed
at balance sheet date. Valuations are performed by accredited independent valuers with recognised and relevant
professional qualification and with recent experience in the location and category of the properties being valued.
The valuations are based on open market values on the as-is basis and were prepared primarily using the Direct
Comparison Method, Income/Investment Approach and Discounted Cash Flow Analysis. In relying on the valuation
reports, management has exercised its judgement and is satisfied that the valuation methods and estimates are
reflective of current market conditions.
Independent professional valuations were carried out by the following valuers:
Country
Singapore
United Kingdom
Australia
Philippines
Vietnam
Indonesia
China
2013
Valuers
2012
Valuers
Knight Frank Pte Ltd
Savills Commercial Limited
CBRE Valuations Pty Limited
Asian Appraisal Company, Inc.
Colliers International
KJPP Rengganis, Hamid & Rekan
Savills Real Estate Valuation (Beijing) Company
Knight Frank Pte Ltd
Savills Commercial Limited
CBRE Valuations Pty Limited
Asian Appraisal Company, Inc.
DTZ Debenham Tie Leung (Vietnam) Co. Ltd
KJPP Rengganis, Hamid & Rekan
Savills Commercial Limited
Completed investment properties amounting to Nil (2012: $268,988,000) are secured for credit facilities with banks.
(b)
Investment Properties under Construction
Investment properties under construction (“IPUC”) are stated at fair value which has been determined based on
valuations performed at balance sheet date. Valuations are performed by accredited independent valuers with recognised
and relevant professional qualification and with recent experience in the location and category of the properties being
valued. The valuation is prepared on an ungeared basis. The fair value of IPUC is determined using a combination of
Capitalisation Approach, Discounted Cash Flow Analysis and Residual Land Value Method, where appropriate. In arriving
at their estimates of market value, the valuers have used their market knowledge and professional judgement and not
only relied on historical transactional comparables.
Country
Singapore
Singapore
2013
Valuers
Knight Frank Pte Ltd
-
2012
Valuers
Knight Frank Pte Ltd
CKS Property Consultants Pte Ltd
IPUC amounting to approximately $243,950,000 (2012: $320,853,000) has been mortgaged to the bank as securities
for bank facilities.
141
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
14.
FIXED ASSETS
Group
At Cost
At 1 October 2011
Currency re-alignment
Acquisition of subsidiaries
Disposal of subsidiaries
Additions
Disposals/write-offs
Other movement
At 30 September 2012 and 1 October 2012
Currency re-alignment
Additions
Disposals/write-offs
At 30 September 2013
Accumulated Depreciation
At 1 October 2011
Currency re-alignment
Acquisition of subsidiaries
Disposal of subsidiaries
Charge for the year 2012
Disposals/write-offs
Other movement
At 30 September 2012 and 1 October 2012
Currency re-alignment
Charge for the year 2013
Disposals/write-offs
At 30 September 2013
Net Book Value
At 30 September 2013
At 30 September 2012
Equipment,
Furniture
and Fittings
$’000
Buildings
$’000
Motor
Vehicles
$’000
298
(11)
-
(287)
-
-
-
-
-
-
-
-
298
(11)
-
(287)
-
-
-
-
-
-
-
-
-
-
60,054
(272)
8,260
(1,690)
10,962
(8,257)
(1,913)
67,144
682
5,251
(2,299)
70,778
30,410
(115)
5,734
(1,609)
7,251
(7,302)
(287)
34,082
(532)
7,601
(1,674)
39,477
31,301
33,062
1,785
(43)
-
(410)
7
(277)
-
1,062
24
113
-
1,199
1,315
(32)
-
(213)
106
(389)
-
787
18
96
-
901
298
275
Total
$’000
62,137
(326)
8,260
(2,387)
10,969
(8,534)
(1,913)
68,206
706
5,364
(2,299)
71,977
32,023
(158)
5,734
(2,109)
7,357
(7,691)
(287)
34,869
(514)
7,697
(1,674)
40,378
31,599
33,337
142
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
14.
FIXED ASSETS (cont’d)
Company
At Cost
At 1 October 2011, 30 September 2012,
1 October 2012 and 30 September 2013
Accumulated Depreciation
At 1 October 2011
Charge for the year 2012
At 30 September 2012 and 1 October 2012
Charge for the year 2013
At 30 September 2013
Net Book Value
At 30 September 2013
At 30 September 2012
Equipment,
Furniture
and Fittings
$’000
53
50
1
51
1
52
1
2
The depreciation charge for the year is included in the financial statements as follows:
Charged to profit statement (Note 5)
Capitalised in properties held for sale
15.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES
Group
Company
2013
$’000
7,655
42
7,697
2012
$’000
7,310
47
7,357
2013
$’000
2012
$’000
1
-
1
1
-
1
Investments in subsidiaries
Unquoted shares, at cost
Allowance for impairment
Company
2013
$’000
2012
$’000
1,637,117
(80,490)
1,642,471
(80,490)
1,556,627
1,561,981
143
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
15.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (cont’d)
Balances with subsidiaries
Amounts due from subsidiaries
-
-
interest free
interest bearing
Amounts due to subsidiaries
interest free
-
Net balances with subsidiaries
Note
21
26
Company
2013
$’000
2012
$’000
722,534
1,549,942
643,943
1,099,843
2,272,476
1,743,786
(938,299)
(1,084,490)
1,334,177
659,296
Amounts due from subsidiaries are non-trade related, unsecured and payable in cash. In respect of interest-bearing
amounts, interest of between 1.3% to 2.8% (2012: between 0.5% to 2.8%) per annum was charged.
Amounts due to subsidiaries are non-trade related, unsecured and payable in cash.
Balances which are payable on demand have been classified as current while balances with no fixed terms of repayment
are not expected to be repaid within the next 12 months and have been classified as non-current. Refer to disclosures
in Notes 21 and 26 respectively.
Details of significant subsidiaries are included in Note 32.
(a)
Incorporation/Constitution of Subsidiaries
The following subsidiaries of the Group and Company are incorporated/constituted during the financial year:
Subsidiaries of the Group
Incorporated
in
Date of
Incorporation
Paid-up
Capital
Group’s
Effective
Interest
FCL Admiralty Pte. Ltd.
Frasers Kensington Holdings Pty Ltd
Frasers Kensington Land Pty Ltd
Frasers Kensington Development Pty Ltd
Frasers Brisbane Management Pty Ltd
Frasers Brisbane Apartments Pty Ltd
Frasers Brisbane Trust
FC North Gem Trustee Pte. Ltd.
North Gem Trust
Singapore
Australia
Australia
Australia
Australia
Australia
Australia
Singapore
Singapore
9 November 2012
3 April 2013
3 April 2013
3 April 2013
12 June 2013
12 June 2013
13 June 2013
2 September 2013
4 September 2013
S$1,000,000
A$2
A$2
A$2
A$1
A$1
A$42,161,295
S$2
S$2
70%
75%
75%
75%
100%
100%
100%
100%
100%
144
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
15.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (cont’d)
(b)
Acquisition of Subsidiaries
On 11 September 2012, Fairbriar Residential Investment Partnership (“FRIP”), a 32% held associate, completed the buy-
out of three out of four partners in its partnership. As FRIP’s sole business is the operation of the serviced apartments,
Fraser Suites Kensington, the buy-out was based on the fair valuation of this property of £92.0 million as at August 2012
and resulted in cash of £56.3 million being paid out to the three partners. Consequent to the buy-out, FCL (Fraser) Pte
Ltd, being the sole remaining partner, controls 100% of the shareholding interest in FRIP. As FCL (Fraser)’s share of the
fair value of FRIP’s net assets remains the same before and after the acquisition, no gain or loss is recognised in the
profit statement in relation to the re-measurement to fair value of any retained interest. Upon the gain in control in FRIP,
the cumulative exchange differences in respect of the net assets of FRIP of $12.8 million has been reclassified from
equity to the profit statement, and disclosed under exceptional items as loss on acquisition of subsidiaries (Note 9).
The fair value of the identifiable assets and liabilities of Queensgate Gardens, 39 QGG and FRIP as at the respective
acquisition dates were:
Investment properties
Fixed assets
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Bank borrowings
Provision for taxation
Total identifiable net assets at fair value
Cumulative differences in respect of the net assets of the subsidiary
reclassified from equity on gain of control of subsidiary
Loss on step-acquisition of subsidiary
Negative goodwill arising from acquisition
Investment in associate previously accounted for
Total consideration
Cash of subsidiaries acquired
Cash out flow on acquisition of subsidiaries
Transaction Costs
Fair Value
Recognised on
Acquisition
$’000
266,688
2,526
3,919
11,629
284,762
(16,501)
(82,627)
(1)
(99,129)
185,633
12,833
(12,833)
(1,086)
184,547
(43,878)
140,669
(11,629)
129,040
Transaction costs related to the acquisitions of $514,000 have been recognised in the “Administrative costs” in the
Group’s profit statement for the year ended 30 September 2012.
145
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
15.
INVESTMENTS IN AND BALANCES WITH SUBSIDIARIES (cont’d)
(b)
Acquisition of Subsidiaries (cont’d)
Impact of the Acquisition on Profit Statement
From the acquisition date, Queensgate Gardens and 39 QGG have contributed $6,491,000 of revenue and $2,120,000
to the Group’s profit for the year 2012. If the business combination had taken place at the beginning of the year, the
revenue from continuing operations would have been $6,906,000 and the Group’s profit from continuing operations,
net of tax would have been $2,122,000.
The Group has equity accounted for its share of FRIP’s results, share of fair value change on investment properties and
exceptional item, from the beginning of the year to the date of acquisition, of $1,007,000, $13,687,000 and $746,000,
respectively. If the business combination had taken place at the beginning of the year, the revenue from FRIP’s operations
would have been $9,140,000 and the Group’s profit from FRIP’s operations net of tax would have been $48,010,000.
(c)
Disposal of Subsidiaries
On 14 September 2012, the Company entered into a sale agreement to dispose of its entire 56% interest in shares in
Frasers Property (China) Limited (“FPCL”) comprising 3,847,509,895 ordinary shares, for a total consideration of HK
$1.654 billion (S$261 million). The consideration was received on behalf by its immediate holding company. The disposal
was completed on 28 September 2012, on which date, control of FPCL was passed to the acquirer. Subsequent to the
disposal, the Company’s retained interests in certain former subsidiaries were reclassified to associates due to loss in
control.
The value of assets and liabilities of the subsidiaries recorded in the consolidated financial statements on the respective
dates of disposal, and the cash flow effects are disclosed below:
Fixed assets
Investment properties
Investment in available-for-sale financial assets
Current assets
Current liabilities
Non-current liabilities
Non-controlling interests
Carrying value of assets disposed
Provision for cost of disposal
Cumulative exchange differences in respect of the net assets
of the subsidiaries reclassified from equity on loss of control of subsidiaries
Gain on disposal/dilution of interest in subsidiaries
Fair value of retained interest reclassified to investment in associates
Total consideration
Consideration satisfied by other receivables
Cash of subsidiaries disposed of/diluted
Cash inflow on disposal/dilution of subsidiaries
Group
2012
$’000
278
235,402
1,421
541,125
(77,215)
(235,963)
465,048
(191,455)
273,593
100
21,613
35,631
330,937
(69,316)
261,621
-
(205,675)
55,946
146
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
16.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES
Investments in joint ventures
Unquoted investments, at cost
Balances with joint ventures
Loans (from)/to joint ventures
Non-current
Current
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Note
21
26
Company
2013
$’000
2012
$’000
500
500
-
(50,568)
(50,568)
39,765
-
39,765
Non-current loans to joint ventures were repayable between 3 and 5 years.
Loans to joint ventures bore interest which ranged between 1.0% to 4.6% (2012: 1.3% to 4.6%) per annum. These loans
to joint ventures were unsecured and payable in cash.
Loans from joint ventures are interest free, unsecured and repayable in cash on demand.
Loans to joint ventures shall be repaid as follows:
(a)
only after full repayment of any bank or third party loans;
(b)
only after full payment of all regulatory requirements in respect of the Project;
(c)
(d)
(e)
no loan shall be repaid to any joint venture parties in full unless the other loans then outstanding and owed to the
other joint venture parties shall be repaid in full at the same time;
no loan shall be repaid to any joint venture parties in part unless all loans then outstanding shall be proportionately
reduced by the proposed repayment;
the Project Development Committee of the joint venture company shall review the cash flow of the joint venture
company from time to time to decide on the timing and quantum of the repayment.
Details of joint ventures are included in Note 32.
147
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
16.
INVESTMENTS IN AND BALANCES WITH JOINT VENTURES (cont’d)
On 18 January 2012, the Group acquired Vacaron Company Sdn Bhd (“Vacaron”) from a related company at a
consideration of $206,000.
The fair value of the identifiable assets and liabilities of Vacaron for the purpose of the cash flow for the period ended
30 September 2012 were:
Properties held for sale
Cash and cash equivalents
Trade and other payables
Total identifiable net assets at fair value
Negative goodwill arising from acquisition
Cash of subsidiaries acquired
Net cash out flow on acquisition of joint venture
Fair Value
Recognised on
Acquisition
$’000
28,619
226
28,845
(65)
28,780
4
28,784
(226)
28,558
The aggregate amounts of current assets, non-current assets, current liabilities, non-current liabilities, income and
expenses related to the Group’s interests in the joint ventures are as follows:
Assets and Liabilities
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Results
Revenue
Fair value change on investment properties
Cost of sales/expenses
Interest expense
Taxation
Profit for the year
148
Group
2013
$’000
2012
$’000
(Restated)
1,177,915
384,872
1,094,946
321,031
1,562,787
1,415,977
659,144
542,609
605,823
613,467
1,201,753
1,219,290
Group
2013
$’000
2012
$’000
(Restated)
602,524
34,934
(441,707)
(4,218)
(27,154)
328,948
7,756
(241,921)
(3,500)
(14,175)
164,379
77,108
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
17.
INVESTMENTS IN AND BALANCES WITH ASSOCIATES
Note
2013
$’000
2012
$’000
2013
$’000
2012
$’000
Group
Company
Investments in associates
Shares, at cost
Quoted non-equity investments, at cost
Negative goodwill on acquisition
Share of post-acquisition reserves
Allowance for impairment
Balances with associates
Loans to associates
- non-current
current
-
Investments in associates are
represented by:
Quoted instruments
Market value: $854,938,000
(2012: $1,129,824,000)
Unquoted instruments
784,061
-
97,712
174,387
(177)
749,944
306,158
97,173
70,408
(177)
1,055,983
1,223,506
21
21
77,675
8,071
85,746
13,833
-
13,833
910,897
1,113,018
145,086
110,488
1,055,983
1,223,506
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
The quoted non-equity instruments related to Series A convertible perpetual preference units (“Series A CPPUs”) in
Frasers Commercial Trust (“FCOT”). The Series A CPPUs are convertible at the option of the holders and redeemable at
the option of FCOT at fixed determined dates after 3 years from the issuance date of the Series A CPPUs. The Series A
CPPUs are entitled to receive a preferred distribution of 5.5% per annum which shall be declared at the sole discretion
of FCOT.
The CPPUs have been fully redeemed at cost as at 30 September 2013.
Except for $63,617,000 which bear interest at 6.2% (2012: Not applicable) per annum and are repayable in November
2022, non-current loans to associates are unsecured, interest free, payable in cash and have no fixed repayment terms.
Current loan to an associate bears interest at 6.0% (2012: Not applicable) per annum, is unsecured and is repayable in
cash on demand.
149
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
17.
INVESTMENTS IN AND BALANCES WITH ASSOCIATES (cont’d)
(a)
Payment of Management Fees and Acquisition Fees by way of Units in Frasers Centrepoint Trust (“FCT”)
Management Fees
The Group, through its subsidiary, Frasers Centrepoint Asset Management Ltd. (“FCAM”) as the manager of FCT,
received the following Units in FCT in payment of 20% of its management fees for the year from 1 October 2012 to 30
September 2013 (the “Relevant Period”):
Relevant Period
Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
FCT Units
held by FCAM
Aggregate
of FCT Units
held by
the Group
1 July 2012 to
30 September 2012 25 October 2012
322,655
1.7885
577,068
23,892,544
337,392,544
1 October 2012 to
31 December 2012
1 January 2013 to
31 March 2013
1 April 2013 to
30 June 2013
24 January 2013
286,575
1.9573
560,913
24,179,119
337,679,119
22 April 2013
269,180
2.1261
572,304
24,448,299
337,948,299
26 July 2013
304,496
1.8854
574,097
24,752,795
338,252,795
2,284,382
The payment of such fees in the form of Units is provided for in the Trust Deed constituting FCT dated 5 June 2006.
The Issue Price is the volume weighted average price of the Units traded on the Singapore Exchange Securities Trading
Limited for the last ten business days of the Relevant Period.
With the above payments of management fees and acquisition fees by way of Units in FCT, the Group and FCAM hold
an aggregate of 338,252,795 and 24,752,795 Units in FCT, representing 41.0% and 3.0% of the total issued FCT Units,
respectively.
150
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
17.
INVESTMENTS IN AND BALANCES WITH ASSOCIATES (cont’d)
(b)
Payment of Management Fees by way of Units in Frasers Commercial Trust (“FCOT”)
The Group, through its subsidiary, Frasers Centrepoint Asset Management (Commercial) Ltd. (“FCAMC”) as the
manager of FCOT, received the following units in FCOT in payment of approximately 45% to 80% of its management
fees for the year from 1 October 2012 to 30 September 2013 (the “Relevant Period”):
Relevant Period
Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
FCOT Units
held by FCAMC
Aggregate of
FCOT Units
held by
the Group
1 July 2012 to
30 September 2012 30 October 2012
2,187,604
1.1626
2,543,308
77,352,711
178,737,690
1 October 2012 to
31 December 2012
1 January 2013 to
31 March 2013
1 April 2013 to
30 June 2013
29 January 2013
1,853,587
1.2714
2,356,651
79,206,298
180,591,277
30 April 2013
1,681,660
1.3802
2,321,027
80,887,958
182,272,937
29 July 2013
950,856
1.3600
1,293,164
81,838,814
183,223,793
8,514,150
The payment of such management fees in the form of Units is provided for in the Trust Deed constituting FCOT dated
12 September 2005. The Issue Price is the volume weighted average price of the Units traded on the Singapore
Exchange Securities Trading Limited for the last ten business days of the Relevant Period.
With the above payments of management fees by way of Units in FCOT, the Group and FCAMC hold an aggregate of
183,223,793 and 81,838,814 Units in FCOT, representing 27.9% and 12.5% of the total issued FCOT Units, respectively.
(c)
The summarised financial information of the associates, not adjusted for the proportion of ownership interest
held by the Group, is as follows:
Assets and Liabilities
Total assets
Total liabilities
Results
Revenue
Profit for the year
Group
2013
$’000
2012
$’000
5,439,278
2,390,513
5,079,756
2,094,589
428,291
482,942
351,470
219,564
151
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
18.
FINANCIAL ASSETS
Available-for-sale financial assets:
Unquoted
Equity investments, at cost
Allowance for impairment
Quoted
Equity investments
Allowance for impairment
Non-equity investments
Total available-for-sale financial assets
Represented by:
Current
Non-current
Group
Company
2013
$’000
2012
$’000
2013
$’000
2012
$’000
3,303
(1,155)
2,148
24
(8)
16
-
16
2,164
-
2,164
2,164
3,305
(1,155)
2,150
24
(8)
16
60,350
60,366
62,516
60,350
2,166
62,516
3,303
(1,155)
2,148
3,303
(1,155)
2,148
-
-
-
-
-
2,148
-
2,148
2,148
-
-
-
60,350
60,350
62,498
60,350
2,148
62,498
The unquoted equity investments are measured at cost less impairment losses as there are no active markets for these
investments and other methods of determining fair value do not result in a reliable estimate.
19.
INTANGIBLE ASSETS
At Cost
At 1 October 2011, 30 September 2012
and 1 October 2012
Additions
At 30 September 2013
Accumulated Amortisation
At 1 October 2011
Amortisation
At 30 September 2012 and 1 October 2012
Amortisation
At 30 September 2013
Net Book Value
At 30 September 2013
At 30 September 2012
Management
Contracts
(Indefinite
Useful Life)
$’000
Management
Contracts
(Finite
Useful Life)
$’000
Software
$’000
Total
$’000
62,601
-
62,601
-
-
-
-
-
62,601
62,601
4,648
-
4,648
1,960
490
2,450
490
2,940
1,708
2,198
43
142
185
-
8
8
8
16
169
35
67,292
142
67,434
1,960
498
2,458
498
2,956
64,478
64,834
Management contracts relate to fair values of management contracts held by certain acquired subsidiaries prior to the
acquisition of the subsidiaries by the Group.
152
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
19.
INTANGIBLE ASSETS (cont’d)
Management contracts with a cost of $62,601,000 (2012: $62,601,000) are assessed to have an indefinite useful life
and not amortised. This is the value ascribed to management contracts entered into between a subsidiary and an
associate. Management is of the view that these intangible assets have an indefinite useful life as the contracts are
contracts which go into perpetuity, and will only be terminated upon the removal of the subsidiary as the manager.
The remaining useful life of management contracts with finite useful life is 2 (2012: 3) years.
The recoverable amount of the management contracts has been determined based on value in use calculations using
a projection of the management fee income covering a 5-year period. The pre-tax discount applied to the projections
is 10% (2012: 10%) and the forecast growth rate used beyond the 5-year period is 2% (2012: 2%). Based on the
recoverable amount, no impairment is necessary.
Amortisation charge of $498,000 (2012: $498,000) is included in administrative costs in the profit statement.
20. OTHER ASSETS
Other assets relates to the unguaranteed residual value in relation to the Group’s freehold interest retained in Alexandra
Technopark after the expiry of the 99-year lease to an associate. Finance income is recognised based on average
long-term inflationary rate in Singapore and the interest accretion recognised in the profit statement for the year
amounted to $800,000 (2012: $1,400,000).
21.
TRADE AND OTHER RECEIVABLES
Other receivables (non-current)
Amounts due from subsidiaries
Loans to joint ventures
Loans to associates
Loan to a non-controlling interest
Note
15
16
17
Trade receivables (current)
Trade receivables
Sales proceeds and progress billing receivables
Other receivables (current)
Tax recoverable
Accrued interest income
Staff loans and advances
Sundry debtors
Other deposits
Amount due from holding company
Amounts due from subsidiaries
Loan to an associate
Amounts due from related companies
15
17
Group
Company
2013
$’000
2012
$’000
2013
$’000
2012
$’000
-
-
77,675
90,429
-
-
13,833
75,875
1,710,382
-
-
-
1,730,583
39,765
-
-
168,104
89,708
1,710,382
1,770,348
34,077
187,812
221,889
24,807
217,644
242,451
2
-
2
2,665
3,393
896
36,499
5,438
16,551
-
8,071
7,361
80,874
9,109
5,804
1,026
29,429
10,469
15,473
-
-
13,936
85,246
-
-
-
1
-
-
562,094
-
-
562,095
562,097
1,762
-
1,762
-
-
-
2
-
-
13,203
-
-
13,205
14,967
Total trade and other receivables (current)
302,763
327,697
Total trade and other receivables
(current and non-current)
470,867
417,405
2,272,479
1,785,315
153
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
21.
TRADE AND OTHER RECEIVABLES (cont’d)
Trade Receivables
Trade receivables are non-interest bearing and are recognised at their original invoiced amounts which represent their
fair values on initial recognition.
Sales Proceeds and Progress Billing Receivables
Sales proceeds receivable relate to the balance of sales proceeds from completed properties held for sale which will be
received upon issue of notice of vacant possession, certificate of statutory completion, expiry of defect liability period
and/ or title subdivision.
Progress billing receivables relate to the outstanding balance of progress billings which are due within 14 days after the
purchasers receive the notices to make payments.
Related Companies Balances
Amounts due from holding and related companies (current) are non-trade related, unsecured, interest free and repayable
on demand in cash.
Loan to a Non-controlling Interest
Loan to a non-controlling interest (“NCI”) relates to the NCI’s share of shareholders’ loan contributions to a subsidiary,
Frasers (Australia) Pte. Ltd. (“Frasers Australia”) paid on behalf by FCL Clover Pte. Ltd. (“FCL Clover”), another subsidiary
of the Company. The amount is repayable in cash and bears interest at a fixed rate of 8% (2012: 8%) per annum.
The loan to a NCI shall be repaid out of:
(i)
all repayment of shareholders loans and interest accrued thereon made by Frasers Australia to the extent of the
NCI’s share thereof;
(ii)
all distributions made by Frasers Australia to the extent of the NCI’s share thereof;
(iii)
all dividends declared or made by Frasers Australia to the extent of the NCI’s share thereof derived from Frasers
Broadway Pty Limited (“Frasers Broadway”) and Frasers Queens Pty Limited (“Frasers Queens”) (subsidiaries
of Frasers Australia); and
(iv)
half of all dividends declared or made by Frasers Australia to the extent of the NCI’s share thereof derived from
subsidiaries of Frasers Australia other than Frasers Broadway and Frasers Queens.
The amount has no fixed date of repayment.
The amount is secured:
(i)
(ii)
by way of first fixed charge to FCL Clover all the NCI’s right, title and interest in and to the shares that it may from
time to time hold in the capital of Frasers Australia and all its rights attaching or relating thereto; and
assignment by the NCI all its rights, title and interest in and to all moneys payable to the NCI by Frasers Australia
in respect of loans made by the NCI to Frasers Australia.
154
Annual Report 2013 Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
21.
TRADE AND OTHER RECEIVABLES (cont’d)
(a)
Credit risk by business segments
The maximum exposure to credit risk for trade receivables and sales proceeds receivable at the balance sheet date by
business segment is as follows:
Investment properties
Development properties
Hospitality
Corporate & others
Group
Company
2013
$’000
1,870
190,508
15,249
14,262
221,889
2012
$’000
1,465
218,695
10,414
11,877
242,451
2013
$’000
-
-
-
2
2
2012
$’000
-
-
-
1,762
1,762
(b)
Trade receivables that are past due but not impaired
The Group had trade receivables amounting to $15,758,000 (2012: $9,012,000) that are past due at balance sheet date
but not impaired. These receivables are unsecured and the aging analysis at the balance sheet date is as follows:
Trade receivables past due:
1 to 30 days
31 to 60 days
61 to 90 days
More than 90 days
Group
2013
$’000
2012
$’000
12,385
1,203
1,273
897
15,758
6,330
1,100
467
1,115
9,012
(c)
Trade receivables that are impaired
The Group’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:
Individually impaired
Trade receivables - nominal amounts
Allowance for impairment
Movements in allowance account:
At 1 October
Charge for the year
Write-back of allowance
Written off
Exchange difference
At 30 September
Group
2013
$’000
2012
$’000
2,816
(2,816)
-
2,405
(2,405)
-
Group
2013
$’000
2012
$’000
2,405
2,556
(2,041)
(54)
(50)
2,816
2,209
2,486
(1,481)
(808)
(1)
2,405
155
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
21.
TRADE AND OTHER RECEIVABLES (cont’d)
(c)
Trade receivables that are impaired (cont’d)
Trade and other receivables that are individually determined to be impaired at the balance sheet date relate to debtors
that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any
collateral or credit enhancements.
Based on the Group’s historical experience in the collection of receivables, management believes that no additional
credit risk beyond that provided for is inherent in the Group’s trade and other receivables.
22.
DEFERRED TAX ASSETS AND LIABILITIES
(a)
Deferred Tax Assets
Unabsorbed losses and capital allowances
Others
(b)
Deferred Tax Liabilities
Deferred tax liabilities at the end of the
financial year related to the following:
Deferred tax liabilities
Differences in depreciation
Tax effect on revaluation surplus
Provisions, expenses and income
taken in a different period
Others
Gross deferred tax liabilities
Less:
Deferred tax assets
Employee benefits
Unabsorbed losses and capital allowances
Provisions, expenses and income
taken in a different period
Gross deferred tax assets
Group
Balance Sheet
Profit Statement
2013
$’000
232
2,705
2,937
2012
$’000
161
2,776
2,937
2013
$’000
(115)
(46)
(161)
2012
$’000
(41)
(2,429)
(2,470)
Group
Balance Sheet
Profit Statement
2013
$’000
2012
$’000
2013
$’000
2012
$’000
(Restated)
13,803
35,493
71,757
(1,084)
119,969
13,019
30,751
45,029
5,139
93,938
770
(561)
39,342
(1,587)
37,964
(121)
(1,950)
(124)
(1,811)
30
(19)
(2,041)
(1,954)
3
-
3
6
1,281
(42)
33,741
1,188
36,168
(11)
(609)
(14)
(634)
Net deferred tax liabilities
117,928
91,984
37,970
35,534
No deferred tax liabilities (2012: $360,000) have been established for withholding and other taxes that would be payable
on the unremitted earnings as there were no unremitted earnings as at 30 September 2013 (2012: $2,117,000).
156
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
23.
PROPERTIES HELD FOR SALE
Development properties held for sale
Properties in the course of development, at cost
Allowance for foreseeable losses
Development profit
Progress payments received
Completed properties held for sale
Completed units, at cost
Allowance for impairment losses
Total properties held for sale
Group
2013
$’000
2012
$’000
4,515,741
(51,021)
4,378,792
(46,124)
4,464,720
469,864
4,332,668
286,364
4,934,584
(1,035,875)
4,619,032
(752,393)
3,898,709
3,866,639
861,079
(22,735)
632,550
(27,950)
838,344
604,600
4,737,053
4,471,239
(a)
During the year, net interest expense of $69,908,000 (2012: $71,392,000) arising from borrowings obtained specifically
for the projects were capitalised as cost of development properties held for sale.
The borrowing cost of loans used to finance the projects have been capitalised at interest rates of between 1.0% and
7.3% (2012: 0.6% and 7.9%) per annum.
(b)
The following table provides information about agreements that are in progress at the reporting date whose revenue are
recognised on a percentage of completion basis.
Aggregate costs incurred and recognised to date
Less: Progress billings
Group
2013
$’000
2012
$’000
2,632,851
(1,035,875)
1,951,173
(752,393)
1,596,976
1,198,780
(c)
Included in development properties held for sale are projects of approximately $926,395,000 (2012: $1,017,688,000)
which are expected to be completed within the next twelve months.
157
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
23.
PROPERTIES HELD FOR SALE (cont’d)
(d)
Included in development properties held for sale are the following significant transactions between the Group and
related parties which took place during the year at terms agreed between the parties:
Interest expense
Paid to related companies
Paid to related parties
Development costs
Paid to related parties
Project management fees
Paid to related parties
Group
2013
$’000
2012
$’000
17,205
4,422
45,487
4,787
91,496
104,145
1,581
2,400
(e)
Certain subsidiaries and joint ventures have granted fixed and floating charges over their properties held for sale totalling
$1,897,151,000 (2012: $1,587,617,000) to banks as securities for credit facilities.
24.
DERIVATIVE FINANCIAL INSTRUMENTS
Assets
Foreign currency forward contracts
Liabilities
Interest rate swaps
Foreign currency forward contracts
Comprise:
Current
Non-current
Interest Rate Swaps
Group
Company
2013
$’000
1,478
1,478
5,323
968
6,291
3,232
3,059
6,291
2012
$’000
-
-
10,891
4,699
15,590
10,858
4,732
15,590
2013
$’000
1,478
1,478
2,861
-
2,861
2,163
698
2,861
2012
$’000
-
-
7,493
4,699
12,192
9,195
2,997
12,192
The Group has applied cash flow hedge accounting to interest rate swap arrangements for which the associated floating
rate loans have the same critical terms, and which have been assessed to be effective hedges.
158
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
24.
DERIVATIVE FINANCIAL INSTRUMENTS (cont’d)
The Company and the Group have interest rate swap arrangements in place for the following loan amounts:
Notional amounts
Within one year
Between one to three years
After three years
Group
Company
2013
$’000
2012
$’000
2013
$’000
2012
$’000
190,797
286,587
-
477,384
292,321
252,300
-
544,621
82,537
44,443
-
126,980
143,693
81,218
43,733
268,644
At 30 September 2013, the fixed interest rates of the outstanding interest rate swap contracts range between 1.6% to
4.0% (2012: between 1.6% to 4.3%) per annum.
Foreign Currency Forward Contracts
As at 30 September 2013, the Company held forward currency contracts designed as hedge in respect of cash and cash
equivalents received on disposal of subsidiaries. The contracts have matured during the financial year.
The carrying amounts of the remaining foreign currency forward contracts are accounted for at fair value through profit
or loss.
The Company and the Group have foreign currency forward contracts arrangements in place for the following amounts:
Notional amounts
Within one year
25.
CASH AND CASH EQUIVALENTS
Fixed deposits
Cash at bank and in hand
Amounts held under “Project Account Rules - 1997 Ed”
Fixed deposits
Cash at banks
Group
Company
2013
$’000
2012
$’000
2013
$’000
2012
$’000
196,027
311,980
146,027
311,980
Group
Company
2013
$’000
2012
$’000
100,322
206,105
142,053
699,723
2013
$’000
12,585
15,841
2012
$’000
31,852
532,775
181,444
18,913
200,357
355,878
8,660
364,538
-
-
-
-
-
-
Cash and cash equivalents
506,784
1,206,314
28,426
564,627
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made in varying
periods of between one day and three months depending on the immediate cash requirements of the Group, and earn
interest at the respective short-term deposit rates.
The withdrawals from amounts held under “Project Account Rules - 1997 Ed” are restricted to payments for development
expenditure incurred on properties developed for sale.
159
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
25.
CASH AND CASH EQUIVALENTS (cont’d)
For the purpose of the consolidated cash flow statement, cash and cash equivalents comprise the following at the
balance sheet date:
Fixed deposits and cash at banks and in hand
Bank overdrafts
Effect of exchange rate change on opening cash
Cash and cash equivalents in the consolidated cash flow statement
26.
TRADE AND OTHER PAYABLES
Note
27
Group
2013
$’000
2012
$’000
506,784
(1,037)
-
1,206,314
(1,268)
(2,824)
505,747
1,202,222
Group
Company
Trade payables
344,519
345,370
Note
2013
$’000
2012
$’000
2013
$’000
61
-
206
2,663
333
-
-
-
212,821
-
50,568
272,124
-
538,715
538,776
-
-
725,478
-
725,478
2012
$’000
80
-
1,024
292
-
-
-
-
218,397
-
-
313,215
-
532,928
533,008
-
-
866,093
-
866,093
159,082
5,015
115,758
34,032
14,036
41,314
25,681
-
7,427
-
675,665
302,629
133,167
7,235
102,429
24,223
-
40,682
-
-
8,373
-
663,012
335,053
1,380,639
1,314,174
1,725,158
1,659,544
-
3,169
-
1,197,275
18,224
3,491
-
1,893,036
1,200,444
1,914,751
2,925,602
3,574,295
1,264,254
1,399,101
Other payables (current)
Loans from non-controlling interests
Interest payable
Accruals
Sundry creditors
Provision for bank profit share
Rental deposits
Deposits
Amounts due to subsidiaries
Amounts due to holding company
Loans from joint ventures
Amounts due to related companies
Progress billings received
Total trade and other payables (current)
Other payables (non-current)
Provision for bank profit share
Sundry creditors
Amounts due to subsidiaries
Amounts due to related companies
Total trade and other payables
(current and non-current)
15
16
15
160
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
26.
TRADE AND OTHER PAYABLES (cont’d)
Trade Payables
Trade payables are non-interest bearing and are generally settled on 60 day terms.
Loans from Non-controlling Interests
Loans from non-controlling interests are non-trade in nature, unsecured, repayable in cash on demand and interest free
except for loans of $17,372,000 (2012: $11,663,000) which bear interest at 2.0% (2012: 2.4%) per annum.
Related Companies Balances
Amounts due to holding and related companies are non-trade related, unsecured and repayable in cash. The current
amounts are repayable upon demand.
Maturity of non-current amounts due to related companies is as follows:
Between 1 and 2 years
Between 3 and 5 years
Group
Company
2013
$’000
2012
$’000
2013
$’000
2012
$’000
641,845
555,430
538,619
1,354,417
1,197,275
1,893,036
-
-
-
-
-
-
The amounts are non-interest bearing except for the following:
Group
Company
2013
$’000
2012
$’000
2013
$’000
2012
$’000
Interest bearing
1,847,259
2,530,123
-
313,207
Interest is charged at a range of between 0.6% to 6.0% (2012: between 1.7% to 6.0%) per annum.
Subsequent to year end, certain portions of the amounts due to related companies will be repaid with equity injected by
Fraser and Neave Limited, the immediate holding company of the Company (Note 41(b)).
Sundry Creditors (Non-current)
Included in non-current sundry creditors is a Redeemable Special Preference Share (“RSPS”) of $2 (£1) (2012: $2 (£1))
issued by a subsidiary, Frasers Property (UK) Limited (“FPUK”), to a bank in consideration for the waiver of a portion of
its debt as disclosed in Note 27. The key rights and obligations of the RSPS as set out in the Articles of Association of
FPUK are as follows:
-
-
-
the holder of the RSPS is entitled to a Bank’s Equity Allocation Dividend (“BEAD”) equivalent to 1% of any future
profits arising on certain development properties held for sale in the United Kingdom;
FPUK or the bank is entitled to redeem the RSPS for £1 after the “BEAD” and certain bank facilities have been
fully repaid; and
the RSPS has no attendance and voting rights at general meetings.
161
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
26.
TRADE AND OTHER PAYABLES (cont’d)
Provision for Bank Profit Share
This provision is made in connection with the bank debt restructuring of FPUK during the year and comprises:
-
-
a 1% dividend known as “BEAD” as described above; and
a Deferred Restructuring Fees (“DRF”) pursuant to a refinanced facility, the Senior Facilities (“SF”) with the bank
(see Note 27), which is equal to 19% of any future profits arising on certain development properties held for sale
in the United Kingdom.
The “BEAD” and “DRF” payouts, collectively known as the “Bank Profit Share”, are payable on the earlier of
these 3 events:
-
-
-
upon repayment of the SF; or
upon the maturity of the SF (see Note 27); or
upon the sale of the secured development properties in UK (see Note 23).
This bank profit share was subsequently settled in October 2013 as disclosed in Note 41 (c).
27.
LOANS AND BORROWINGS
Repayable within one year:
Unsecured
Bank loans
Bank overdrafts
Secured
Bank loans
Repayable after one year:
Unsecured
Bank loans
Medium Term Notes
Secured
Bank loans
Total loans and borrowings
Weighted Average
Effective Interest Rate
Group
Company
2013
%
2012
%
2013
$’000
2012
$’000
2013
$’000
2012
$’000
2.5
1.4
107,260
1,037
2,116
1,268
4.0
4.0
520,838
164,414
629,135
167,798
5.4
3.7
3.4
3.7
34,751
125,000
135,785
125,000
2.4
2.7
1,015,622 1,163,942
1,175,373 1,424,727
1,804,508 1,592,525
-
-
-
-
-
-
-
-
-
2,116
-
-
2,116
-
-
-
-
2,116
162
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
27.
LOANS AND BORROWINGS (cont’d)
(a)
The secured bank loans, overdrafts and term loans are secured by certain subsidiaries and joint ventures by way of fixed
and floating charges over certain assets and mortgages on freehold and leasehold land under development as disclosed
in Notes 13 and 23.
(b) Maturity of non-current loans and borrowings is as follows:
Between 1 and 2 years
Between 3 and 5 years
After 5 years
At 30 September
Group
Company
2013
$’000
490,012
549,090
136,271
2012
$’000
319,357
980,370
125,000
1,175,373
1,424,727
2013
$’000
2012
$’000
-
-
-
-
-
-
-
-
(c)
(d)
(e)
(f)
Included in current secured bank loans are Senior Facilities (“SF”) of £35 million, which will be subject to Deferred
Restructuring Fees (“DRF”) based on 19% of any future profit arising on certain development properties held for sale
in the United Kingdom. The SF are also secured by these certain development properties in the United Kingdom. The
DRF is payable when the secured properties are sold, or within 2 years of practical completion of one of the secured
properties, or on the respective maturity dates of the various tranches of the SF in December 2013 and December 2014,
whichever is earlier. These loans are fully paid subsequent to the year end as disclosed in Note 41 (b).
The provision for such DRF is included under “Provision for bank profit share” as disclosed in Note 26.
As at 30 September 2013, the Company and Group had interest rate swaps in place, which have the economic effect
of converting borrowings from fixed rates to variable rates or vice versa. The terms of these interest rate swaps is
discussed in Note 24, and the fair values are disclosed in Note 35.
FCL Treasury Pte. Ltd., a wholly-owned subsidiary of the Company, has established a S$1,000,000,000 Multicurrency
Medium Term Note Programme, to be unconditionally and irrevocably guaranteed by the Company.
As at 30 September 2012, a subsidiary of the Group in the United Kingdom did not meet certain clauses on a £28.6
million facility and as a result, the £28.6 million loan has been classified as repayable in less than one year. Subsequent
to 30 September 2012, in an Amendment Agreement entered into with the bank, the bank has agreed to an extension
of time for this subsidiary to achieve the Loan to Value ratio (“LTV” ratio) and to comply with its obligation under the
original Facility Agreement. With the extension of time, this subsidiary is obliged to achieve and maintain the LTV ratio
for the deferred period commencing from 31 December 2012 and ending on such day the loan is repaid in full, or on
maturity in December 2013. This loan is fully repaid subsequent to the year end as disclosed in Note 41 (c).
163
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
28.
SHARE CAPITAL
Group and Company
2013
2012
(No. of Shares)
$’000
(No. of Shares)
$’000
At beginning and end of year:
Issued and fully paid:
Ordinary Shares
Redeemable Preference Shares (“RPS”)
330,000 Class B RPS
Total Share Capital
753,291,782
753,977
753,291,782
753,977
330,000
330,000
330,000
330,000
1,083,977
1,083,977
(a)
Ordinary Shares
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All shares carry
one vote per share without restriction.
The ordinary shares have no par value.
(b)
Redeemable Preference Shares
The Class B RPS have no fixed maturity, are redeemable at the option of the Company on a Dividend Date and shall
rank in priority to the ordinary shares of the Company in the entitlement to receive declared dividends and repayment of
specified redemption amount upon any liquidation, dissolution or winding-up of the Company.
Holders of Class B RPS shall be paid dividend at the same rate declared, and on the same date as that for the ordinary
shares. Save in certain instances set out in the Company’s Articles and the Companies Act, the Class B RPS shall not
confer on its holders the right to receive notice of or attend or vote at any general meeting of the Company.
Subject to the Companies Act, the Class B RPS shall be redeemed by the Company on such date as the Company and the
holders of the Class B RPS may agree, or on liquidation, or winding-up of the Company, whichever is earlier.
29. OTHER RESERVES
(a)
Fair Value Adjustment Reserve
Fair value adjustment reserve represents the cumulative fair value changes, net of tax, of available-for-sale financial
assets until they are disposed of or impaired.
At 1 October
Net change in the reserve
At 30 September
Net change in the reserve arises from:
Realisation upon disposal of available-for-sale
financial assets
Fair value change of available-for-sale financial assets
Share of associate’s fair value change
Group
Company
2013
$’000
35,136
(34,933)
203
2012
$’000
(214)
35,350
35,136
2013
$’000
34,900
(34,900)
-
(34,900)
-
(33)
(34,933)
-
34,900
450
35,350
(34,900)
-
-
(34,900)
2012
$’000
-
34,900
34,900
-
34,900
-
34,900
164
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
29. OTHER RESERVES (cont’d)
(b)
Asset Revaluation Reserve
The asset revaluation reserve represents increases in fair value of investments.
At 1 October
Net change in reserve
At 30 September
Net change in the reserve arises from:
Transfer of reserves
Group
Company
2013
$’000
2012
$’000
2013
$’000
2012
$’000
-
-
-
-
-
-
-
-
-
-
1,007,114
(1,007,114)
1,007,114
-
-
1,007,114
(1,007,114)
(1,007,114)
-
-
During the year, the Company transferred $1,007,114,000 from Asset Revaluation Reserve to Retained Earnings relating
to the revaluation reserve on investments in subsidiaries which crystalised on 1 October 2005 on the adoption of FRS
39 Financial Instruments: Recognition and Measurement.
(c)
Foreign Currency Translation Reserve
The foreign currency translation reserve represents exchange differences arising from the translation of the financial
statements of foreign operations whose functional currencies are different from that of the Group’s presentation
currency. It is also used to record the effect of hedging net investment in foreign operations and translating foreign
currency loans which form part of the Group’s net investment in foreign operations.
At 1 October
Net change in the reserve
At 30 September
Net change in the reserve arises from:
Translation of financial statements of foreign operations
Hedging of net investment in foreign operations
Realisation on settlement of monetary items which form part
of the Group’s net investment in foreign subsidiaries
Change in group structure
Share of associates’ reserve
Group
2013
$’000
29,920
(24,280)
5,640
19,590
(27,542)
(821)
-
(15,507)
(24,280)
2012
$’000
21,128
8,792
29,920
(26,042)
2,667
(2,502)
34,446
223
8,792
165
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
29. OTHER RESERVES (cont’d)
(d)
Hedging Reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments
related to hedged transactions that have not yet occurred.
At 1 October
Net change in the reserve
At 30 September
Net change in the reserve arises from:
Effective portion of change in fair value
of cash flow hedges
Change in group structure
Share of associate’s reserve
Group
Company
2013
$’000
(6,042)
5,660
(382)
5,278
-
382
5,660
2012
$’000
(11,473)
5,431
(6,042)
5,745
(314)
-
5,431
2013
$’000
(3,721)
4,632
911
4,632
-
-
4,632
2012
$’000
(11,336)
7,615
(3,721)
7,615
-
-
7,615
(e)
Share-based Compensation Reserve
Share-based compensation reserve represents the equity-settled share options granted by a subsidiary. The reserve is
made up of the Group’s share of the cumulative value of services received from employees of the subsidiary recorded
over the vesting period commencing from the grant date of equity-settled share options, and is reduced by the expiry
or exercise of the share options.
At 1 October
Net change in the reserve
At 30 September
Net change in the reserve arises from:
Cost of share-based payments
Change in group structure
(f)
Other Reserves
Included in other reserves are:
Group
2013
$’000
-
-
-
-
-
-
2012
$’000
1,012
(1,012)
-
145
(1,157)
(1,012)
(i)
the statutory reserve which relates to appropriation of funds from the net profit of subsidiaries and associate in
China and Thailand, respectively, in accordance with the local laws; and
(ii)
the group’s share of its associates’ costs directly attributable to the issuance of the units of the associates.
166
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
30.
DIVIDENDS
Company
2013
$’000
2012
$’000
Dividends on Ordinary Shares
Interim paid
19.91 cents (2012: 19.91 cents) per share, tax exempt
150,000
150,000
Dividends on Redeemable Preference Shares
No preference dividends were paid during the years.
31.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”)
FRS and INT FRS not yet effective
The Group has not adopted the following standards that have been issued but not yet effective:
Description
Revised FRS 19
FRS 113
Employee Benefits
Fair Value Measurement
Amendments to FRS 107
Disclosures - Offsetting Financial Assets and
Financial Liabilities
Improvements to FRSs 2012
- Amendment to FRS 1
- Amendment to FRS 16
- Amendment to FRS 32
Revised FRS 27
Revised FRS 28
FRS 110
FRS 111
FRS 112
Presentation of Financial Statements
Property, Plant and Equipment
Financial Instruments: Presentation
Separate Financial Statements
Investments in Associates and Joint Ventures
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Amendments to FRS 32
Offsetting Financial Assets and Financial Liabilities
Amendments to FRS 110,
FRS 111 and FRS 112
Amendments to FRS 110,
FRS 112 and FRS 27
Effective for Annual
Period Beginning
on or after
1 January 2013
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
1 January 2014
1 January 2014
Consolidated Financial Statements, Joint Arrangements
and Disclosure of Interests in Other Entities:
Transition Guidance
Investment Entities
1 January 2014
167
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
31.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”) (cont’d)
The standards that are relevant to the Group are as follows:
FRS 113 Fair Value Measurements
FRS 113 Fair Value Measurements provides a single source of guidance for all fair value measurements. FRS 113
does not change when an entity is required to use fair value, but rather provides guidance on how to measure fair value
under FRS when fair value is required or permitted by FRS. The Group is currently determining the impact of this new
standard on the Group’s financial statements.
FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures
FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures are effective for
financial periods beginning on or after 1 January 2014.
FRS 111 classifies joint arrangements either as joint operations or joint ventures. Joint operation is a joint arrangement
whereby the parties that have rights to the assets and obligations for the liabilities whereas joint venture is a joint
arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the
arrangement.
FRS 111 requires the determination of joint arrangement’s classification to be based on the parties’ rights and obligations
under the arrangement, with the existence of a separate legal vehicle no longer being the key factor. FRS 111 disallows
proportionate consolidation and requires joint ventures to be accounted for using the equity method. The revised FRS
28 was amended to describe the application of equity method to investments in joint ventures in addition to associates.
The Group currently applies proportionate consolidation for its joint ventures. Upon adoption of FRS 111, the Group
expects the change to equity accounting for these joint ventures will affect the Group’s financial statement presentation.
FRS 112 Disclosure of Interests in Other Entities
FRS 112 Disclosure of Interests in Other Entities is effective for financial periods beginning on or after 1 January 2014.
FRS 112 is a new and comprehensive standard on disclosure requirements for all forms of interests in other entities,
including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. FRS 112
requires an entity to disclose information that helps users of its financial statements to evaluate the nature and risks
associated with its interests in other entities and the effects of those interests on its financial statements. As this is
a disclosure standard, it will have no impact to the financial position and financial performance of the Group when
implemented in 2014.
168
Annual Report 2013 Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
31.
FINANCIAL REPORTING STANDARDS (“FRS”) AND INTERPRETATIONS OF FRS (“INT FRS”) (cont’d)
Amendments to FRS 107: Disclosures – Offsetting Financial Assets and Financial Liabilities
The Amendments to FRS 107 provides disclosure requirements that are intended to help investors and other financial
statement users better assess the effect or potential effect of offsetting arrangements on a company’s financial position.
The new disclosures require information about the gross amount of financial assets and liabilities before offsetting and
the amounts set off in accordance with offsetting model in FRS 32. As the Amendments only affect disclosures, it will
not have any impact to the financial position or financial performance of the Group upon adoption.
Amendments to FRS 32: Offsetting Financial Assets and Financial Liabilities
The Amendments to FRS 32 Offsetting Financial Assets and Financial Liabilities clarifies the meaning of ‘currently has
a legally enforceable right to set-off’; and that some gross settlement systems may be considered equivalent to net
settlement. The Group expects to offset certain assets and liabilities and hence affecting the financial position upon
adoption of the Amendments.
Improvements to FRSs 2012
The Accounting Standards Council issued Improvements to FRSs 2012 on 16 August 2012 that is effective for annual
periods beginning on or after 1 January 2013. Some of the key amendments are listed below:
(i)
Amendment to FRS 1 Presentation of Financial Statements
The amendment clarifies that an entity must include comparative in the related notes to the financial statements
when it voluntarily provides comparative information beyond the minimum required comparative period.
However, unlike the voluntary comparative information, the related notes are not required to accompany the
third balance sheet.
(ii)
Amendment to FRS 16 Property, Plant and Equipment
The amendment provides clarification that major spare parts and servicing equipment that meet the definition of
property, plant and equipment are not inventory.
(iii)
Amendment to FRS 32 Financial Instruments: Presentation
The amendment clarifies that income tax arising from distributions to equity holders are accounted for in
accordance with FRS 12 Income Taxes.
Previously, FRS 32 requires that distributions to holders of an equity instrument to be recognised directly in
equity net of any related income tax while FRS 12 requires that tax consequences of dividends generally to
be recognised in the profit statement unless certain conditions are met. FRS 32 was amended to address the
inconsistencies by referring to FRS 12 for the accounting for income tax relating to distributions to holders of an
equity instrument and transaction costs of an equity transaction.
The adoption of the amendments in the improvements to FRSs issued in 2012 will not have any impact to the accounting
policies of the Group in the period of initial application.
FRS 110 Consolidated Financial Statements and Revised FRS 27 Separate Financial Statements
FRS 110 establishes a single control model that applies to all entities including special purpose entities. The changes
introduced by FRS 110 will require management to exercise significant judgment to determine which entities are
controlled, and therefore are required to be consolidated by the Group, compared with the requirements that were in FRS
27. Therefore, FRS 110 may change which entities are consolidated within a group. The revised FRS 27 was amended
to address accounting for subsidiaries, jointly controlled entities and associates in separate financial statements.
The Group is currently determining the impact of the changes to control and expect that the adoption of FRS 110 in 2014
will likely lead to more entities being consolidated to the Group.
169
Annual Report 2013 FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Principal Activities
Effective
Shareholding
2013
2012
Subsidiaries of the Company
Country of Incorporation and Place of Business: Singapore
(a) FCL Property Investments Pte. Ltd.
(a) FCL Enterprises Pte. Ltd.
(a) Riverside Property Pte. Ltd.
(a) FCL Centrepoint Pte. Ltd.
(a) Orrick Investments Pte Limited
(a) Yishun Development Pte Ltd
(a) FCL Alexandra Point Pte. Ltd.
(a) Woodlands Complex Pte Ltd
(a) Riverside Walk Pte Ltd
(a) FCL Ventures Pte. Ltd.
(a) FCL Management Services Pte. Ltd.
(a) Riverside Investments Pte Ltd
(a) Yishun Land Pte Ltd
(a) Yishun Property Pte Ltd
(a) FCL Tampines Pte. Ltd.
(a) FCL Homes Pte. Ltd.
(a) FCL Land Pte. Ltd.
(a) FCL Assets Pte. Ltd.
(a) FCL Estates Pte. Ltd.
(a) Frasers Hospitality Pte. Ltd.
(a) Frasers (UK) Pte. Ltd.
(a) Frasers (Australia) Pte. Ltd.
(a) FCL (China) Pte. Ltd.
(a) FCL Boon Lay Pte. Ltd.
(a) FCL (Fraser) Pte. Ltd.
(a) FCL Sophia Pte. Ltd.
(a) Frasers Centrepoint Property
Management Services Pte. Ltd.
(a) FCL Choa Chu Kang Pte. Ltd.
(a) FCL Joo Chiat Place Pte. Ltd.
(a) Frasers (NZ) Pte. Ltd.
(a) FCL China Development Pte. Ltd.
(a) FCL Court Pte. Ltd.
170
Property investment
Property investment
Property investment
Investment holding
Property investment
Property development
Property investment
Property development
Property development
Property development
Management services
Property development
Property development
Property development
Property development
Property development
Property development
Investment holding
Property development
Investment holding and
management services
Investment holding
Investment holding
Investment holding
Property development
Investment holding
Property development
Management services
Property development
Property development
Investment holding
Investment holding
Property development
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
75%
75%
100%
100%
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
75%
75%
100%
100%
100%
100%
100%
100%
100%
75%
100%
100%
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Subsidiaries of the Company (cont’d)
Country of Incorporation and Place of Business: Singapore (cont’d)
(a) FCL Lodge Pte. Ltd.
(a) FCL Place Pte. Ltd.
(a) FCL Rise Pte. Ltd.
(a) Frasers (Thailand) Pte. Ltd.
(a) River Valley Properties Pte Ltd
(a) Lion (Singapore) Pte. Limited
(a) FCL View Pte. Ltd.
(a) FCL Tower Pte. Ltd.
(a) FCL Loft Pte. Ltd.
Property development
Property development
Property development
Investment holding
Investment holding
and property development
Property development
Property development
Property development
Property development
(a) Frasers Centrepoint Asset Management Ltd.
Management services
(a) FCL Investments Pte. Ltd.
(a) FCL Trust Holdings Pte. Ltd.
(a) Frasers Hospitality Investment
Holding (Philippines) Pte. Ltd.
(a) Frasers Centrepoint Asset
Management (Malaysia) Pte. Ltd.
Investment holding
Investment holding
Investment holding
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Investment holding
100%
100%
(a) FCL Trust Holdings (Commercial) Pte. Ltd.
Investment holding
(a) Frasers Centrepoint Asset
Management (Commercial) Ltd
Asset management, fund and
property management and
related advisory services
(a) MLP Co Pte. Ltd.
(a) SAJV Co Pte. Ltd.
(a) FCL Clover Pte. Ltd.
(a) FCL Tampines Court Pte. Ltd.
(a) FCL Emerald (1) Pte. Ltd.
(a) FCL Emerald (2) Pte. Ltd.
(a) Opal Star Pte. Ltd.
(a) Fraser Suites Jakarta Pte. Ltd.
Investment holding
Investment holding
Financial services
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
(a) Fraser Residence Orchard Pte. Ltd.
Operation of serviced apartments
(a) Frasers Centrepoint Property
Management (Commercial) Pte. Ltd.
Asset management, fund and
property management and
related advisory services
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(a) FCL Management Services
(Commercial) Pte. Ltd.
(a) FCL Crystal Pte. Ltd.
(a) FCL Topaz Pte. Ltd.
(a) Frasers Hospitality Investments
Melbourne Pte. Ltd.
Management services
100%
100%
Property development
Investment holding
Investment holding
100%
100%
100%
100%
100%
100%
171
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Subsidiaries of the Company (cont’d)
Country of Incorporation and Place of Business: Singapore (cont’d)
(a) FCL Treasury Pte. Ltd.
(a) Frasers Land Pte. Ltd.
(a) FCL Aquamarine Pte. Ltd.
Financial services
Property development
Investment holding
(a) FC Commercial Trustee Pte. Ltd.
Trustee-management services
(a) FCL Amber Pte. Ltd.
(formerly FCL Vietnam Pte. Ltd.)
Investment holding
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(a) FC North Gem Trustee Pte. Ltd.
Trustee-management services
100%
-
Country of Incorporation: Singapore and Place of Business: Australia
(a) FCL Bridgepoint Pte. Ltd.
Property investment
100%
100%
Country of Incorporation and Place of Business: Hong Kong
(a) Excellent Esteem Limited
Investment holding
100%
100%
Subsidiaries of the Group
Country of Incorporation and Place of Business: Singapore
(a) Frasers Hospitality Management Pte Ltd
Management consultancy services
(a) Frasers Hospitality Property Services Pte. Ltd.
Management consultancy services
(a) Frasers Hospitality Changi City Pte. Ltd.
Management consultancy services
(a) FC Hotel Trustee Pte. Ltd.
(a) Ruby Star Trust
(a) Sinomax International Pte. Ltd.
Management services
Investment holding
Investment holding
(a) Singapore Logistics Investments Pte Ltd
Investment holding
(a) Emerald Hill Developments Pte. Ltd.
(a) River Valley Shopping Centre Pte Ltd
(a) River Valley Tower Pte Ltd
(a) River Valley Apartments Pte Ltd
(a) FCL Compassvale Pte. Ltd.
(a) FCL Admiralty Pte. Ltd.
(a) Punggol Residences Pte. Ltd.
(a) Aquamarine Star Trust
Property investment
Property investment
Property investment
Property investment
Property development
Property development
Property development
Property investment
and development
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
80%
70%
80%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
80%
-
80%
100%
(a) North Gem Development Pte. Ltd.
Property development
100%
100%
(formerly Aquamarine Development Pte. Ltd.)
(a) North Gem Trust
Property investment
and development
100%
-
172
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: Singapore (cont’d)
(a) Frasers Property (Europe) Holdings Pte. Ltd.
Investment holding
80%
80%
Country of Incorporation and Place of Business: United Kingdom
(c) Frasers Projects Ltd
Property development
(c) The School House (Tunbridge Wells) Limited
Property development
(c) Frasers General Partner Limited
(c) Frasers FB (UK) Group Limited
(c) Frasers FB (House) Limited
(c) Frasers Homes (UK) Ltd
(c) Frasers (Buckswood Grange) Limited
(c) Frasers Islington Limited
(c) Frasers Islington Properties Limited
(c) Frasers (Brown Street) Limited
(c) Frasers (Vincent Square) Ltd
(c) Frasers Lumiere Leeds Ltd
(c) Frasers Management (UK) Ltd
(c) Frasers (Riverside Quarter) Ltd
(c) Frasers (Maidenhead) Ltd
(c) Frasers Imperial Place Ltd
(c) Frasers Property (UK) Limited
(c) Frasers Property Developments Ltd
(c) Frasers Investments (UK) Limited
(c) Frasers Ventures Limited
(c) Frasers FB (UK) Limited
(c) Fairdace Limited
(c) Frasers Hospitality (UK) Limited
Property investment
Investment holding
Investment holding
Property development
Property development
Property development
Property development
Property development
Property development
Investment holding
Management services
Property development
Property development
Property development
Investment holding
Investment holding
Property investment
Property development
Property investment
Serviced apartments
Management consultancy
services and serviced apartments
(c) Frasers St Giles Street Management Ltd
Property management
(c) 39 QGG Management Limited
Management services
(c) Frasers Hospitality Frankfurt Investment Ltd
Investment holding
(c) Fairbriar Residential Investment Partnership
Investment in residential
property fund
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
79.2%
79.2%
79.2%
79.2%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
100%
100%
100%
100%
100%
100%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
100%
100%
100%
100%
100%
100%
173
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: Australia
(a) Frasers Property Australia Pty Ltd
(a) Frasers Property Management
Australia Pty Limited
(a) Frasers Chandos Pty Limited
(a) Frasers Lorne Pty Limited
(a) Frasers Mandurah Pty Limited
(a) Frasers Killara Pty Ltd
(a) Frasers Morton Pty Ltd
(a) Frasers Broadway Pty Ltd
Investment holding
Management services
Property development
Property development
Property development
Property development
Property development
Property development
75%
75%
75%
75%
75%
75%
75%
75%
56.3%
56.3%
75%
75%
75%
75%
75%
75%
(a) Frasers Homes WA Pty Limited
Builder
56.3%
56.3%
(a) Frasers Putney Pty Limited
Property development
(a) Frasers Central Park Holdings No. 1 Pty Ltd
Investment holding
(a) Frasers Central Park Holdings No. 2 Pty Ltd
Investment holding
(a) Frasers Central Park Land No. 1 Pty Ltd
Property development
(a) Frasers Central Park Land No. 2 Pty Ltd
Property development
(a) Frasers Central Park Equity No. 1 Pty Ltd
Property development
(a) Frasers Central Park Equity No. 2 Pty Ltd
Property development
(a) Frasers Kensington Holdings Pty Ltd
Investment holding
(a) Frasers Kensington Land Pty Ltd
Property development
(a) Frasers Kensington Development Pty Ltd
Property development
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
75%
-
-
-
(a) Frasers Town Hall Pty Ltd
Investment holding and
property development
80.5%
80.5%
(a) Frasers Town Hall Residences Pty Ltd
Property investment
(a) Frasers Town Hall Issuer Pty Ltd
(a) Frasers Town Hall Residences
Operations Pty Ltd
(a) Frasers City Quarter Pty Limited
(a) Frasers Queens Pty Ltd
(a) Frasers Perth Pty Ltd
(a) Frasers Perth Management Pty Ltd
(a) Frasers Melbourne Trust
Financial services
Management services
Property development
Investment holding and
property development
Property investment
Management services
Property investment
80.5%
80.5%
80.5%
87.5%
87.5%
87.5%
87.5%
100%
(a) Frasers Melbourne Apartments Pty Limited
Management and consultancy services 100%
(a) Frasers Melbourne Management Pty Limited
Management services
(a) Frasers Brisbane Trust
Property investment
(a) Frasers Brisbane Management Pty Ltd
Trustee-management services
100%
100%
100%
(a) Frasers Brisbane Apartments Pty Ltd
Management and consultancy services 100%
80.5%
80.5%
80.5%
87.5%
87.5%
87.5%
87.5%
100%
100%
100%
-
-
-
174
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: New Zealand
(a) Frasers Broadview Limited
(a) Frasers Papamoa Limited
(a) Coast Homes Limited
Property development
Property development
Builder
75%
67.5%
67.5%
75%
67.5%
67.5%
Country of Incorporation and Place of Business: Philippines
(a) Frasers Hospitality Philippines, Inc
Management consultancy services
(a) Frasers Hospitality Investments Inc.
Property investment
100%
100%
100%
100%
Country of Incorporation and Place of Business: Thailand
(1)(a) Frasers Hospitality (Thailand) Limited
Management consultancy services
100%
100%
Country of Incorporation and Place of Business: Japan
(b) Frasers Hospitality Japan Kabushiki Kaisha
Management consultancy services
100%
100%
Country of Incorporation and Place of Business: India
(a) Frasers Hospitality India Pty Ltd
Management consultancy services
100%
100%
Country of Incorporation: Jersey, Channel Islands and Place of Business: United Kingdom
(c) Frasers (St Giles Street, Edinburgh) Limited
Property investment
(c) Queensgate Gardens (C.I.) Limited
Property investment
100%
100%
100%
100%
Country of Incorporation and Place of Business: France
(c) Societe de Gestion de Residence La Defense
Management services
100%
100%
Country of Incorporation and Place of Business: Indonesia
(1)(a) PT Frasers Hospitality Investments Indonesia
Property investment
100%
100%
Country of Incorporation and Place of Business: Vietnam
(a) Me Linh Point Limited
Property investment
75%
75%
175
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: China
(1)(d) Shanghai Frasers Management
Consultancy Co., Ltd
(1)(d) Beijing Sin Hua Yan Real Estate
Development Co., Ltd
Management services
100%
100%
Property development
100%
100%
(1)(d) Singlong Property Development
Property development
100%
100%
(Suzhou) Co., Ltd
(1)(d) Frasers Property Management
(Shanghai) Co., Ltd
Management services
100%
100%
(1)(d) Chengdu Sino Singapore Southwest
Property development
80%
80%
Logistics Co., Ltd
(1)(d) Frasers Hospitality Management
Management consultancy services
100%
100%
Co., Ltd, Shanghai
(1)(d) Fraser Place (Beijing) Property
Management Co., Ltd
Management consultancy services
100%
100%
(1)(d) Modena Hospitality Management
Management consultancy services
51%
51%
Co., Ltd. (Shanghai)
(1)(d) Beijing Fraser Suites Real Estate
Management Co., Ltd
Property investment
100%
100%
Country of Incorporation and Place of Business: Hong Kong
(d) Ace Goal Limited
(d) Extra Strength Limited
(d) Forth Carries Limited
(d) Forward Plan Limited
(d) Summit Park Limited
(d) Superway Logistics Investments
(Hong Kong) Limited
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
80%
(d) Frasers Hospitality (Hong Kong) Limited
Management consultancy services
100%
100%
176
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Joint Ventures of the Group
Country of Incorporation and Place of Business: Thailand
(1)(a) Riverside Homes Development Co., Ltd
Property development
69.6% (5)
69.6% (5)
Country of Incorporation and Place of Business: Singapore
(a) FCL Peak Pte. Ltd.
(2)(a) Ascendas Frasers Pte. Ltd.
(a) Yishun Gold Pte. Ltd.
(a) Precious Sand Pte. Ltd.
(a) Easthouse Properties Pte. Ltd.
(a) Emerald Star Pte. Ltd.
(a) Sapphire Star Trust
(a) FC Retail Trustee Pte. Ltd.
(a) eCO Properties Pte. Ltd.
(a) Quarry Bay Pte. Ltd.
(a) WaterVine Homes Pte. Ltd.
Property development
Property development
Property development
Property development
Property development
Property development
Property investment and
development
Trustee-management services
Property development
Property development
Property development
50%
50%
50%
50%
50%
33.3%
33.3%
33.3%
33.3%
33.3%
40%
50%
50%
50%
50%
50%
33.3%
33.3%
33.3%
33.3%
33.3%
-
Country of Incorporation and Place of Business: Malaysia
(a) Vacaron Company Sdn Bhd
Property development
50%
50%
Country of Incorporation and Place of Business: United Kingdom
(c) GSF Homes Limited
Property development
(c) Sovereign House Fairbriar Homes Ltd
Property development
(c) Fairmuir Limited
Property development
40%
40%
40%
40%
40%
40%
Country of Incorporation and Place of Business: Australia
(4)(a) Frasers Central Park Equity No. 1 Pty Ltd and
SH Central Park Development East Pty Ltd
(4)(a) Frasers Central Park Equity No. 2 Pty Ltd and
SH Central Park Development West Pty Ltd
Property development
37.5%
37.5%
Property development
37.5%
37.5%
177
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
32.
SIGNIFICANT SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES (cont’d)
Principal Activities
Effective
Shareholding
2013
2012
Associates of the Group
Country of Incorporation and Place of Business: Singapore
(a) Frasers Commercial Trust
(a) Frasers Centrepoint Trust
Real estate investment trust
27.9%
27.4%
Real estate investment trust
41%
19%
41%
19%
(3)(a) Gemshine Investments (S) Pte Ltd
Investment holding
Country of Incorporation and Place of Business: Thailand
(1)(a) Krungthep Land Public Company Limited
Investment holding and
property development
40.5%
40.5%
Country of Incorporation and Place of Business: Malaysia
(1)(d) Hektar Asset Management Sdn Bhd
Management services
40%
40%
Country of Incorporation and Place of Business: British Virgin Islands
(b) Supreme Asia Investments Limited
Investment holding
43.3%
43.3%
Country of Incorporation and Place of Business: China
(1)(a) Shanghai Zhong Jun Property Real
Estate Development Co, Ltd
Property development
45.2%
45.2%
(a)
(b)
(c)
(d)
Note (1)
Note (2)
Note (3)
Note (4)
Note (5)
Audited by Ernst & Young in the respective countries
Not required to be audited under laws of the country of incorporation
Audited by KPMG, Nottingham
Audited by other firms
Accounting year end is 31 December
Accounting year end is 31 March
Accounting year end is 30 June
Unincorporated joint ventures
Riverside Homes Development Co., Ltd is accounted for as a joint venture as the Group exercises only joint control over the company.
178
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
33.
SIGNIFICANT RELATED PARTY TRANSACTIONS
(a)
Sale and Purchase of Goods and Services
In addition to those related party information disclosed elsewhere in the financial statements, the following significant
transactions between the Group and related parties took place during the period at terms agreed between the parties:
Rental
Received from related companies
Paid to an associate
Service charge
Received from related companies
Management fees
Paid to a related company
Paid to a related party
Received from associates
Acquisition fees
Received from an associate
Divestment fees
Received from an associate
Leasing commission
Received from an associate
Marketing costs
Paid to related parties
Purchases
Paid to related companies
Corporate guarantee fee
Paid to holding company
Interest (income)/expense
Received from related parties
Paid to a related company
(b)
Compensation of Key Management Personnel
Short term employment benefits
Defined contribution plans
Employee share-based expense
Group
2013
$’000
2012
$’000
(2,211)
22,000
(3,276)
22,318
(541)
(846)
12,500
360
(31,000)
-
-
11,500
360
(33,041)
(1,075)
(1,800)
(161)
(206)
11,960
5,034
208
808
96
937
(10,262)
57,439
(4,830)
56,840
Group
2013
$’000
8,281
120
2,931
2012
$’000
8,055
123
2,569
Total compensation paid to key management personnel
11,332
10,747
Comprises amounts paid to:
Directors of the Company
Resigned Directors of the Company
Other key management personnel
4,672
62
6,598
4,390
-
6,357
11,332
10,747
179
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
33.
SIGNIFICANT RELATED PARTY TRANSACTIONS (cont’d)
(b)
Compensation of Key Management Personnel (cont’d)
The remuneration of key management personnel are determined by Fraser & Neave, Limited (“F&N”) Remuneration
Committee having regard to the performance of individuals and market trends.
Certain eligible employees and directors of the Group and Company have been granted share options to acquire shares
in F&N. The details of the share options can be found in F&N’s Annual Report. The fair value of these options as at the
date of grant is computed by F&N using the Binomial valuation model taking into account the terms and conditions upon
which the options were granted. The share-based compensation recorded by the Group and Company is based on the
amounts allocated by F&N.
34.
FINANCIAL RISK MANAGEMENT
The Group and the Company are exposed to financial risks arising from its operations and the use of financial instruments.
The key financial risks include credit risk, liquidity risk, interest rate risk and foreign currency risk.
The Group has risk management policies and guidelines governing all investments, which set out its overall business
strategies, its tolerance for risk and its general risk management philosophy and has established processes to monitor
and control hedging transactions in a timely and accurate manner. All investment opportunities are reviewed regularly
by the Executive Committee of the Board to ensure that the Group’s policy guidelines are adhered to.
(a)
Credit Risk
At the balance sheet date, the Group’s and the Company’s maximum exposure to credit risk in the event that the
counterparties fail to perform their obligations is represented by the carrying amount of each class of financial assets
recognised in the balance sheets, including derivatives with positive fair values.
At 30 September 2013, 100% (2012: 100%) of the Company’s receivables are due from subsidiaries and joint ventures.
The directors believe that there is no significant credit risk as these companies are of good credit standing.
The Group has guidelines governing the monitoring of credit risk. Contractual deposits are collected and scheduled
progress payments are received from the buyers of development properties held for sale when due. Titles to development
properties held for sale are only transferred upon full settlement. Rental deposits are collected from tenants and debts
are monitored regularly to minimise risk of non-payment.
Cash and fixed deposits are placed with reputable financial institutions. Information regarding financial assets that are
either past due or impaired and the aging analysis of trade receivables is disclosed in Note 21.
With respect to derivative financial instruments, credit risk arises from the potential failure of counterparties to meet their
obligations under the contract or arrangement. The Group’s maximum credit risk exposure for foreign currency swap
contracts and interest rate swap contracts are limited to the fair value adjustments of these contracts. It is the Group’s
and the Company’s policy to enter into financial instruments with a diversity of credit worthy counterparties. The Group
and the Company do not expect to incur material credit losses on their financial assets or other financial instruments.
180
Annual Report 2013 Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
34.
FINANCIAL RISK MANAGEMENT (cont’d)
(b)
Liquidity Risk
Liquidity risk is the risk that the Group and Company will encounter difficulty in meeting financial obligations due to
shortage of funds. The Group adopts a prudent approach to managing its liquidity risk. The Group always maintains
sufficient cash and has available funding through a diverse source of uncommitted credit facilities from various banks
and a related company. Surplus cash from subsidiaries are transferred to the Company in accordance with its group
policy for management of liquidity of the companies in the Group.
The table below analyses the maturity profile of the Group’s and Company’s financial assets and liabilities (including
derivative financial instruments) based on contractual undiscounted cash flow.
1 year
or less
$’000
2013
1 to 5
years
$’000
Over 5
years
$’000
Total
$’000
1 year
or less
$’000
2012
1 to 5
years
$’000
Over 5
years
$’000
Total
$’000
Group
Financial Assets
Trade and other
receivables
Derivative financial
instruments
Cash and cash
equivalents
Total undiscounted
financial assets
Financial Liabilities
Trade and other
payables
Derivative financial
instruments
Loans and borrowings
Total undiscounted
financial liabilities
Total net
undiscounted
financial liabilities
313,954
106,257
94,067
514,278 333,767
75,875
13,833
423,475
1,478
506,784
-
-
-
-
1,478
-
506,784 1,206,314
-
-
-
-
- 1,206,314
822,216
106,257
94,067 1,022,540 1,540,081
75,875
13,833 1,629,789
1,461,043
1,245,096
3,169 2,709,308 1,404,412 2,040,361
3,491 3,448,264
3,232
669,079
2,924
17,206
10,858
1,095,454 144,809 1,909,342 198,262 1,373,543 138,213 1,710,018
6,156
6,348
-
-
2,133,354
2,343,474 147,978 4,624,806 1,613,532 3,420,252 141,704 5,175,488
(1,311,138) (2,237,217)
(53,911) (3,602,266)
(73,451) (3,344,377)
(127,871) (3,545,699)
181
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
34.
FINANCIAL RISK MANAGEMENT (cont’d)
(b)
Liquidity Risk (cont’d)
1 year
or less
$’000
2013
1 to 5
years
$’000
Over 5
years
$’000
Total
$’000
1 year
or less
$’000
2012
1 to 5
years
$’000
Over 5
years
$’000
Total
$’000
3
-
-
3
1,764
-
-
1,764
562,094
315,828 1,394,554 2,272,476
13,203
88,796 1,641,787 1,743,786
-
28,426
-
-
-
-
-
904
42,174
28,426
564,627
-
-
-
43,078
564,627
590,523
315,828 1,394,554 2,300,905
580,498
130,970 1,641,787 2,353,255
539,316
725,478
- 1,264,794
533,668
866,093
- 1,399,761
2,163
-
698
-
-
-
2,861
-
9,195
2,116
3,973
-
-
-
13,168
2,116
541,479
726,176
- 1,267,655
544,979
870,066
- 1,415,045
49,044
(410,348) 1,394,554 1,033,250
35,519
(739,096) 1,641,787
938,210
Company
Financial Assets
Trade and other
receivables
Amounts due from
subsidiaries
Loans to joint
ventures
Cash and cash
equivalents
Total undiscounted
financial assets
Financial Liabilities
Trade and other
payables
Derivative financial
instruments
Loans and borrowings
Total undiscounted
financial liabilities
Total net
undiscounted
financial assets/
(liabilities)
The earliest period in which the financial guarantee contracts amounting to $52,383,000 (2012: $75,105,000) could be
called is within one year.
182
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
34.
FINANCIAL RISK MANAGEMENT (cont’d)
(c)
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flow of the Group’s financial instruments will fluctuate
because of changes in market interest rates. The Group’s exposure to changes in interest rates is in respect of debt
obligations and deposits with related companies and financial institutions.
The Group’s policy is to manage interest cost using a mix of fixed and floating rate debts with varying tenors. To manage
this mix in a cost-efficient manner, the Group enters into interest rate swaps to hedge its interest rate exposure for
specific underlying debt obligations.
Effective interest rates and repricing analysis
In respect of the interest-earning financial assets and interest-bearing financial liabilities, the following table indicates
their effective interest rates at balance sheet date and the periods in which they reprice.
Financial instruments classified as fixed rates are instruments for which interest rates are fixed until the maturity of the
instruments or for which interest rate swaps have been entered into.
Note
Effective
Interest
Rate
%
Floating
Interest
Rate
$’000
Within
1 year
$’000
Between
1 to 5
years
$’000
After
5 years
$’000
Total
$’000
Fixed Interest Rate
Group
2013
Financial Assets
Cash and bank deposits
Other financial assets
25
21
0.0 to 4.0
6.0 to 8.0
73,090
-
281,766
8,071
-
90,429
-
63,617
354,856
162,117
73,090
289,837
90,429
63,617
516,973
Financial Liabilities
Loans and borrowings
Other financial liabilities
Derivative financial instruments
27
26
24
1.0 to 7.3
0.6 to 6.0
1.6 to 4.0
1,329,104
302,350
5,323
61,300
289,104
347,634 1,197,275
-
-
125,000 1,804,508
- 1,847,259
5,323
-
1,636,777
408,934 1,486,379
125,000 3,657,090
2012
Financial Assets
Cash and bank deposits
Other financial assets
25
21
0.0 to 3.6
8.0
51,477
-
497,931
60,350
-
75,875
51,477
558,281
75,875
-
-
-
549,408
136,225
685,633
Financial Liabilities
Loans and borrowings
Other financial liabilities
Derivative financial instruments
27
26
24
1.1 to 7.0
1.7 to 6.0
1.6 to 4.3
1,183,190
301,708
10,891
-
284,335
335,379 1,893,036
-
-
125,000 1,592,525
- 2,530,123
10,891
-
1,495,789
335,379 2,177,371
125,000 4,133,539
183
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
34.
FINANCIAL RISK MANAGEMENT (cont’d)
(c)
Interest Rate Risk (cont’d)
Note
Effective
Interest
Rate
%
Floating
Interest
Rate
$’000
Within
1 year
$’000
Between
1 to 5
years
$’000
After
5 years
$’000
Total
$’000
Fixed Interest Rate
Company
2013
Financial Assets
Cash and bank deposits
Amounts due from subsidiaries
25
15
0.0 to 7.7
1.3 to 2.8
-
1,549,942
12,585
-
1,549,942
12,585
Financial Liabilities
Other financial liabilities
Derivative financial instruments
26
24
0.9 to 7.8
1.6 to 4.0
145,140
2,861
126,980
-
148,001
126,980
2012
Financial Assets
Cash and bank deposits
Amounts due from subsidiaries
Other financial assets
Financial Liabilities
Loans and borrowings
Other financial liabilities
Derivative financial instruments
25
15
18
27
26
24
0.0 to 1.0
0.5 to 2.8
8.0
-
1,099,843
-
31,852
-
60,350
1,099,843
92,202
1.4
1.0 to 7.8
1.6 to 4.3
2,116
44,563
7,493
-
268,644
-
54,172
268,644
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,585
-
- 1,549,942
- 1,562,527
-
-
-
272,120
2,861
274,981
-
31,852
- 1,099,843
60,350
-
- 1,192,045
-
-
-
-
2,116
313,207
7,493
322,816
Sensitivity Analysis for Interest Rate Risk
For the variable rate financial assets and liabilities, a hundred basis points increase/decrease in interest rate, with all
other variables held constant, would decrease/increase the Group’s profit after tax and net loss in hedging reserve by
approximately $12,979,000 (2012: $11,988,000) and $5,300,000 (2012: $5,000,000) respectively, arising mainly as a
result of higher/lower interest expense on net floating borrowing position and increase/decrease in the fair value of
derivatives held for hedging respectively.
(d)
Foreign Currency Risk
The purpose of the Company’s and the Group’s foreign currency hedging activities is to protect against the volatility
associated with investments in and loans granted to foreign subsidiaries. The Company and the Group primarily utilise
foreign currency forward contracts with maturities of less than twelve months to hedge foreign currency-denominated
investments and loans to foreign subsidiaries. Under this programme, increases or decreases in the Company’s foreign
currency-denominated investments and loans are partially offset by gains and losses on the hedging instruments.
The Company does not use foreign currency forward contracts for trading purposes.
In addition to transactional exposures, the Group is also exposed to foreign exchange movements on its net investment
in foreign subsidiaries. The Group uses foreign currency borrowings as a natural hedge against the activities of the
foreign subsidiaries.
The net fair value gain/loss of the foreign currency forward contracts as at 30 September 2013 was $510,000 (2012:
$4,699,000).
184
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
34.
FINANCIAL RISK MANAGEMENT (cont’d)
(d)
Foreign Currency Risk (cont’d)
The financial assets and liabilities are denominated in the following currencies:
Singapore
Dollar
Australia
Dollar
$’000
$’000
Chinese
Renminbi
$’000
Hong
Kong
Dollar
$’000
Sterling
Pound
$’000
United
States
Dollar
$’000
Others
$’000
Total
$’000
Group
2013
Financial Assets
Financial assets
Trade and other receivables
Cash and cash equivalents
Derivative financial
instruments
2,148
403,597
259,277
-
26,208
74,604
-
12,254
123,278
-
572
939
16
11,465
32,944
-
14,658
5,690
-
2,113
10,052
2,164
470,867
506,784
-
-
-
-
-
1,478
-
1,478
Total Financial Assets
665,022
100,812
135,532
1,511
44,425
21,826
12,165
981,293
Financial Liabilities
Trade and other payables
Derivative financial
instruments
Loans and borrowings
1,775,806
211,033
102,149
81
318,449
201,299
14,156 2,622,973
1,720
820,586
1,710
723,584
-
46,689
-
-
-
97,787
2,861
107,260
-
6,291
8,602 1,804,508
Total Financial Liabilities
2,598,112
936,327
148,838
81
416,236
311,420
22,758 4,433,772
2012
Financial Assets
Financial assets
Trade and other receivables
Cash and cash equivalents
62,500
358,372
708,121
-
24,705
68,735
-
6,045
-
66
129,933 259,000
16
6,073
25,480
-
17,133
8,019
62,516
-
417,405
5,011
7,026 1,206,314
Total Financial Assets
1,128,993
93,440
135,978 259,066
31,569
25,152
12,037 1,686,235
Financial Liabilities
Trade and other payables
Derivative financial
instruments
Loans and borrowings
2,222,461
420,492
75,733
17
156,733
349,510
14,296 3,239,242
18
876,489
3,030
343,972
-
48,646
4,475
-
574
193,724
7,493
107,660
-
15,590
22,034 1,592,525
Total Financial Liabilities
3,098,968
767,494
124,379
4,492
351,031
464,663
36,330 4,847,357
185
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
34.
FINANCIAL RISK MANAGEMENT (cont’d)
(d)
Foreign Currency Risk (cont’d)
The financial assets and liabilities are denominated in the following currencies:
Singapore
Dollar
Australia
Dollar
$’000
$’000
Chinese
Renminbi
$’000
Hong
Kong
Dollar
$’000
Sterling
Pound
$’000
United
States
Dollar
$’000
Others
$’000
Total
$’000
-
-
5,487
-
250,448
39
-
2,148
56,845 2,272,479
28,426
-
-
1,478
-
1,478
5,487
251,965
56,845 2,304,531
-
-
-
-
-
-
-
-
-
-
-
172,073
- 1,264,254
2,861
174,934
-
2,861
- 1,267,115
-
245,770
358
-
62,498
56,299 1,785,315
564,627
-
246,128
56,299 2,412,440
313,207
- 1,399,101
7,493
2,116
322,816
-
-
12,192
2,116
- 1,413,409
Company
2013
Financial Assets
2,148
Financial assets
Trade and other receivables 1,910,020
Cash and cash equivalents
22,846
Derivative financial
instruments
-
-
55,166
-
-
Total Financial Assets
1,935,014
55,166
Financial Liabilities
Trade and other payables
Derivative financial
instruments
1,092,181
-
Total Financial Liabilities
1,092,181
-
-
-
2012
Financial Assets
Financial assets
62,498
Trade and other receivables 1,421,056
298,160
Cash and cash equivalents
-
62,190
7,852
Total Financial Assets
1,781,714
70,042
Financial Liabilities
Trade and other payables
Derivative financial
instruments
Loans and borrowings
1,085,894
-
-
Total Financial Liabilities
1,085,894
-
-
-
-
-
-
-
-
-
-
-
-
-
-
54
-
54
-
-
-
-
-
-
-
- 258,257
- 258,257
-
-
-
-
-
4,699
-
4,699
186
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
34.
FINANCIAL RISK MANAGEMENT (cont’d)
(d)
Foreign Currency Risk (cont’d)
The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible change in the
US$ and A$ exchange rates (against the respective functional currencies of the Group entities), with all other variables
held constant.
Group
US$/S$
strengthened 10% (2012: 10%)
-
- weakened 10% (2012: 10%)
US$/RMB
strengthened 10% (2012: 10%)
-
- weakened 10% (2012: 10%)
A$/S$
strengthened 10% (2012: 10%)
-
- weakened 10% (2012: 10%)
Company
US$/S$
strengthened 10% (2012: 10%)
-
- weakened 10% (2012: 10%)
A$/S$
strengthened 10% (2012: 10%)
-
- weakened 10% (2012: 10%)
NZ$/S$
strengthened 10% (2012: 10%)
-
- weakened 10% (2012: 10%)
2013
$’000
2012
$’000
(11,862)
11,862
(23,587)
23,587
(1,809)
1,809
1,551
(1,551)
(1,781)
1,781
1,157
(1,157)
2013
$’000
2012
$’000
6,508
(6,508)
4,579
(4,579)
4,718
(4,718)
(5,568)
5,568
5,813
(5,813)
4,673
(4,673)
187
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
35.
FAIR VALUE OF FINANCIAL INSTRUMENTS
(a)
Fair Value of Financial Instruments that are Carried at Fair Value
(i)
The following table shows an analysis of financial instruments carried at fair value by level of fair value hierarchy:
Quoted
Prices in
Active
Markets for
Identical
Instruments
Level 1
$’000
Significant
Other
Observable
Inputs
Level 2
$’000
Significant
Unobservable
Inputs
Level 3
$’000
16
-
16
-
-
-
16
-
16
-
-
-
-
1,478
1,478
5,323
968
6,291
-
-
-
-
-
-
-
-
-
-
60,350
60,350
10,891
4,699
15,590
-
-
-
Total
$’000
16
1,478
1,494
5,323
968
6,291
16
60,350
60,366
10,891
4,699
15,590
Group
2013
Financial Assets
Available-for-sale financial assets
Quoted investments
Derivative financial assets
Foreign currency forward contracts
At 30 September 2013
Financial Liabilities
Derivative financial liabilities
Interest rate swaps
Foreign currency forward contracts
At 30 September 2013
2012
Financial Assets
Available-for-sale financial assets
Quoted investments
Quoted non-equity investments
At 30 September 2012
Financial Liabilities
Derivative financial liabilities
Interest rate swaps
Foreign currency forward contracts
At 30 September 2012
188
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
35.
FAIR VALUE OF FINANCIAL INSTRUMENTS (cont’d)
(a)
Fair Value of Financial Instruments that are Carried at Fair Value (cont’d)
(ii)
The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. The fair value hierarchy has the following levels:
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).
Quoted investments: Fair value is determined directly by reference to their published market bid price at the
balance sheet date.
Derivatives: The fair value of interest rate swap contracts and foreign currency forward contracts is determined
by reference to market values for similar instruments.
There have been no transfers between Level 1 and Level 2 during the financial year ended 30 September 2013.
(b)
Fair Value of Financial Instruments by Classes that are Not Carried at Fair Value and whose Carrying Amounts
are Reasonable Approximation of Fair Value
Current Trade and Other Receivables and Payables, Cash and Cash Equivalents, Current Loans and Borrowings
and Non-current Bank Loans
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair value, either due to
their short-term nature or that they are floating rate instruments that are re-priced to market interest rates on or near
the balance sheet date.
189
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
35.
FAIR VALUE OF FINANCIAL INSTRUMENTS (cont’d)
(c)
Fair Value of Financial Instruments by Classes that are Not Carried at Fair Value and whose Carrying Amounts
are Not Reasonable Approximation of Fair Value
(i)
The fair value of financial assets and liabilities by classes that are not carried at fair value and whose carrying
amounts are not reasonable approximation of fair value are as follows:
Group
Company
2013
2012
2013
2012
Carrying
Amount
$’000
Fair
Value
$’000
Carrying
Amount
$’000
Fair
Value
$’000
Carrying
Amount
$’000
Fair
Value
$’000
Carrying
Amount
$’000
Fair
Value
$’000
Financial Assets
Unquoted equity
investments,
at cost
Amounts due
from subsidiaries
Loans to associates
Loans to
non-controlling
interest
Financial Liabilities
Sundry creditors
Amounts due to
subsidiaries
Amounts due to
related
companies
Medium Term Notes
2,148
@
2,150
@
2,148
@
2,148
-
77,675
-
*
-
13,833
-
*
1,710,390
-
*
-
1,730,583
-
90,429
*
75,875
3,169
-
*
-
3,491
*
*
-
-
-
-
-
-
-
-
725,478
*
866,093
1,197,275 1,293,536
124,647
125,000
1,893,036 2,136,646
124,594
125,000
-
-
-
-
-
-
@
*
-
-
-
*
-
-
@ Unquoted Equity Investments Carried at Cost
Fair value information has not been disclosed for these investments carried at cost less impairment because
fair value cannot be measured reliably. These equity instruments represent ordinary shares that are not quoted
on any market and do not have any comparable industry peer that is listed. The quoted non-equity instruments
represent bonds that are not actively traded and whose quoted price has not moved in years. The Group does
not intend to dispose of these investments in the foreseeable future.
* Other Receivables and Other Payables (Non-current)
No disclosure of fair value is made for amounts due from/to related companies as it is not practicable to determine
their fair values with sufficient reliability since these balances have no fixed terms of repayment.
(ii)
Determination of fair value
Amounts due to related companies and Medium Term Notes (Non-current)
The fair values as disclosed in the table above are estimated by discounting expected future cash flow at market
incremental lending rate for similar types of lending and borrowing arrangements at the balance sheet date.
190
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
36.
CLASSIFICATION OF FINANCIAL INSTRUMENTS
Set out below is a comparison by category of carrying amounts of all the Group’s and the Company’s financial instruments
that are carried in the financial statements.
Loans
and
Receivables
Derivatives
used for
Hedging
Fair Value
through
Profit or
Loss
Available-
for-
sale
Liabilities
at
Amortised
Cost
Non-
financial
Assets/
Liabilities
$’000
$’000
$’000
$’000
$’000
$’000
Total
$’000
Group
Year ended 30 September 2013
Assets
Investment properties
Fixed assets
Associates
Financial assets
Intangible assets
Other assets
Deferred tax assets
Inventory, at cost
Properties held for sale
Trade and other receivables
Prepaid land costs
Other prepayments
Derivative financial instruments
Cash and cash equivalents
Liabilities
Trade and other payables
Provision for taxation
Derivative financial instruments
Loans and borrowings
Deferred tax liabilities
Year ended 30 September 2012
Assets
Investment properties
Fixed assets
Associates
Financial assets
Intangible assets
Other assets
Deferred tax assets
Inventory, at cost
Properties held for sale
Trade and other receivables
Other prepayments
Financial assets
Cash and cash equivalents
Liabilities
Trade and other payables
Provision for taxation
Derivative financial instruments
Loans and borrowings
Deferred tax liabilities
-
-
-
-
-
-
-
-
-
470,867
-
-
-
506,784
977,651
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
4,663
-
-
4,663
-
-
-
-
-
-
-
-
-
417,405
-
-
1,206,314
1,623,719
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
15,590
-
-
15,590
-
-
-
-
-
-
-
-
-
-
-
-
1,478
-
1,478
-
-
1,628
-
-
1,628
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,164
-
-
-
-
-
-
-
-
-
-
2,164
31,599
- 3,115,234 3,115,234
-
31,599
- 1,055,983 1,055,983
2,164
-
-
64,478
64,478
-
43,200
43,200
-
2,937
2,937
-
-
3,578
3,578
- 4,737,053 4,737,053
470,867
-
-
398,033
398,033
-
11,901
11,901
-
1,478
-
-
-
506,784
-
- 9,463,996 10,445,289
- 2,622,973
-
-
-
-
- 1,804,508
-
-
- 4,427,481
302,629 2,925,602
112,674
112,674
-
6,291
- 1,804,508
117,928
117,928
533,231 4,967,003
-
-
-
2,166
-
-
-
-
-
-
-
60,350
-
62,516
33,337
- 2,821,434 2,821,434
-
33,337
- 1,223,506 1,223,506
2,166
-
-
64,834
64,834
-
42,400
42,400
-
2,937
2,937
-
-
4,175
4,175
- 4,471,239 4,471,239
417,405
-
-
7,127
7,127
-
-
-
60,350
-
- 1,206,314
- 8,670,989 10,357,224
- 3,239,242
-
-
-
-
- 1,592,525
-
-
- 4,831,767
335,053 3,574,295
127,161
127,161
15,590
-
- 1,592,525
91,984
554,198 5,401,555
91,984
191
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
36.
CLASSIFICATION OF FINANCIAL INSTRUMENTS (cont’d)
Loans
and
Receivables
Derivatives
used for
Hedging
Fair Value
through
Profit or
Loss
Available-
for-
sale
Liabilities
at
Amortised
Cost
Non-
financial
Assets/
Liabilities
$’000
$’000
$’000
$’000
$’000
$’000
Total
$’000
-
-
-
-
-
2,272,479
-
28,426
-
2,300,905
-
-
-
-
-
-
-
-
-
1,785,315
-
-
564,627
2,349,942
-
-
2,861
2,861
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
12,192
-
12,192
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,478
1,478
-
-
-
-
2,148
-
-
-
-
2,148
-
-
1,650
1
1,650
1
- 1,556,627 1,556,627
500
-
500
-
-
2,148
- 2,272,479
-
49
-
28,426
-
1,478
-
49
-
-
- 1,558,827 3,863,358
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
- 1,264,254
-
-
-
-
- 1,264,254
11,767
2,861
11,767
-
- 1,264,254
11,767 1,278,882
-
-
-
-
1,550
2
1,550
2
-
-
2,148
-
-
60,350
-
62,498
- 1,561,981 1,561,981
500
-
500
-
-
2,148
- 1,785,315
-
117
-
60,350
-
564,627
-
117
-
-
- 1,564,150 3,976,590
- 1,399,101
-
-
-
-
2,116
-
- 1,399,101
10,093
12,192
2,116
10,093
-
-
- 1,401,217
10,093 1,423,502
Company
Year ended 30 September 2013
Assets
Investment properties
Fixed assets
Investments in:
- subsidiaries
- joint ventures
Financial assets
Trade and other receivables
Other prepayments
Cash and cash equivalents
Derivative financial instruments
Liabilities
Trade and other payables
Provision for taxation
Derivative financial instruments
Year ended 30 September 2012
Assets
Investment properties
Fixed assets
Investments in:
- subsidiaries
- joint ventures
Financial assets
Trade and other receivables
Other prepayments
Financial assets
Cash and cash equivalents
Liabilities
Trade and other payables
Provision for taxation
Derivative financial instruments
Loans and borrowings
192
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
37.
CAPITAL MANAGEMENT
The primary objective of the Group’s capital management is to ensure that it maintains healthy capital ratios in order to
support its business and maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To
maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholder, return capital to
shareholder or issue new shares.
No changes were made in the objectives, policies or processes during the years ended 30 September 2013 and 30
September 2012.
The Group monitors capital using a gearing ratio, which is net debt divided by total equity, as follows:
Fixed deposits, cash and bank balances
Loans and borrowings
Interest bearing loans due to related companies
Net borrowings
Total equity
Net borrowings over total equity ratio
Group
2013
$’000
2012
$’000
(Restated)
506,784
(1,804,508)
(1,847,259)
1,206,314
(1,592,525)
(2,530,123)
(3,144,983)
(2,916,334)
5,478,286
4,955,669
0.57
0.59
Certain entities in the Group are required to comply with certain externally imposed capital requirements in respect of
some of their external borrowings.
38.
COMMITMENTS
(a)
Capital Commitments
Capital and development expenditures contracted for as at the end of the reporting period but not recognised in the
financial statements are as follows:
Commitments in respect of contracts placed for:
- Estimated development costs for properties held for sale
- Capital expenditure costs for investment properties
- Share of joint ventures’ capital and development expenditure
Group
2013
$’000
2012
$’000
2,144,291
788,414
339,445
871,154
46,939
376,724
3,272,150
1,294,817
193
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
38.
COMMITMENTS (cont’d)
(b)
Operating Lease Commitments – as Lessee
Future minimum rental payable under non-cancellable operating leases at the end of the reporting period is as follows:
Within 1 year
From 1 year to 5 years
Group
Company
2013
$’000
23,012
7,333
30,345
2012
$’000
25,200
30,345
55,545
2013
$’000
2012
$’000
-
-
-
-
-
-
The operating leases do not contain any escalation clauses and do not provide for contingent rents. The lease terms
do not contain restrictions on the Group activities concerning dividends, additional debts or entering into other leasing
agreements.
Rental expense recognised in the profit statement is as follows:
Minimum lease payments
(c)
Operating Lease Commitments – as Lessor
Group
2013
$’000
2012
$’000
25,200
25,200
The Group has entered into commercial property leases on its investment properties and properties held for sale. These
non-cancellable leases have remaining non-cancellable lease terms of between 2 to 8 years. Future minimum rental
receivable under non-cancellable operating leases at the end of the reporting period is as follows:
Within 1 year
From 1 year to 5 years
After 5 years
Group
Company
2013
$’000
125,114
166,797
63
291,974
2012
$’000
131,239
157,363
700
289,302
2013
$’000
2012
$’000
-
-
-
-
-
-
-
-
Rental income from investment properties is disclosed in Note 13.
Rental income recognised in the profit statement from properties held for sale is as follows:
Group
2013
$’000
2012
$’000
102,093
78,129
Minimum lease payments
194
Annual Report 2013
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
39.
CONTINGENCIES
(a)
Financial Guarantee Contracts
(i)
(ii)
(iii)
As at 30 September 2013, the Company has provided bankers’ guarantees of $61,153,000 (2012: $78,726,000)
to unrelated parties in respect of performance contracts on behalf of certain subsidiaries. No liability is expected
to arise.
The Company has provided a corporate guarantee for Baht 200,000,000 (2012: Baht 200,000,000) as security
for bank facility granted to a joint venture in respect of the acquisition of land.
The Company has provided an unconditional and irrevocable corporate guarantee for up to $57 million to
finance the payment of development charge and construction cost of the New Wing of The Centrepoint by
The Management Corporation Strata Title Plan No. 1298 (“MCST 1298”). The corporate guarantee will only be
discharged upon full repayment of the loan by the MCST 1298. As at 30 September 2013, the outstanding loan
by MCST 1298 is $15,431,000 (2012: $18,199,000).
(iv)
A wholly-owned subsidiary of the Group has provided RMB 176.3 million (2012: RMB 91.0 million) financial
guarantees to banks in China in connection with loans provided by the banks to the subsidiary’s property buyers,
covering the period from loan contract date to the property delivery date.
40.
COMPARATIVES
Certain adjustments have been made to the prior period financial statements to conform with the current period
presentation in connection with the adoption of Amendments in FRS 12 as disclosed in Note 2.1.
41.
SUBSEQUENT EVENTS
(a)
On 27 August 2013, the directors of Fraser and Neave, Limited (“F&NL”), the immediate holding company of the
Company, announced that F&NL proposes to demerge its property business (the “Announcement”) by effecting a
distribution in specie (the “Proposed FCL Distribution”) of all the ordinary shares in the issued share capital of the
Company, to shareholders of F&NL, on the basis of two ordinary shares in the Company (“FCL Shares”) for each
ordinary share of F&NL and the listing of the FCL Shares on the Main Board of the Singapore Exchange Securities
Trading Limited (“SGX-ST”) by way of an introduction (the “Proposed Listing”).
On 27 October 2013, F&NL announced that SGX-ST has granted a conditional eligibility to list for the listing of the FCL
Shares on the Main Board of the SGX-ST by way of an introduction. On 28 October 2013, F&NL despatched the following
documents to shareholders of F&NL: (a) a circular dated 28 October 2013 containing, inter alia, a notice to convene an
extraordinary general meeting on 13 November 2013 for the purpose of seeking the approval of shareholders of F&NL
for the Proposed FCL Distribution, and (b) an introductory document dated 28 October 2013 in relation to the Proposed
Listing.
195
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Notes to the Financial Statements
FOR THE YEAR ENDED 30 SEPTEMBER 2013
41.
SUBSEQUENT EVENTS (cont’d)
(b)
On 25 October 2013, in conjunction with the Proposed FCL Distribution, F&NL subscribed for 330,000,000 new FCL
Shares (the “Initial Capitalisation”) for a total subscription amount of $330 million. Thereafter, on the same day, the
Company redeemed all its 330,000 Class B redeemable preference shares held by F&NL in the Company, at $1,000 per
Class B redeemable preference share, for an aggregate amount of $330 million (the “Preference Shares Redemption”).
F&NL will, immediately prior to the Proposed Listing, subscribe for new FCL shares (the “Additional Capitalisation”) for
a total subscription amount of $670 million.
F&N Treasury Pte. Ltd. (“F&NT”), a wholly-owned subsidiary of F&NL, has, from time to time, extended loans to FCL
and its subsidiaries (“FCL Group”) (“Loans”) for various purposes.
Immediately prior to the Proposed Listing, $670 million of the Loans will be repaid with equity injected by F&NL pursuant
to the Additional Capitalisation while the remaining loans will be transferred (for consideration) by F&NT (as lender) to
FCL Treasury Pte. Ltd., which consideration will be funded by drawing down on bank loans, (together with the Initial
Capitalisation and the Preference Shares Redemption, the “Corporate Restructuring”).
The effects of the Corporate Restructuring on the equity attributable to owners of the Company will be an increase
in share capital by $670 million. The equity attributable to owners of the Company as at 30 September 2013 was
$5,451 million.
(c)
On 31 October 2013, in connection with a refinancing of $97.8 million (£48.8 million) bank borrowings in the UK,
the Deferred Restructuring Fees (“DRF”) and Bank’s Equity Allocation Dividend (“BEAD”) totalling $11 million (£5.5 million)
(Note 26) were settled with the bank concurrently based on the valuation of certain sites at the time of refinancing.
42.
AUTHORISATION OF FINANCIAL STATEMENTS
The financial statements for the financial year ended 30 September 2013 were authorised for issue in accordance with
a resolution of the directors on 12 November 2013.
196
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
COMPLETED INVESTMENT PROPERTIES
Land
$’000
Building
$’000
Singapore
Alexandra Point
Robertson Walk &
Fraser Place Robertson Walk
The Centrepoint
Valley Point & Fraser Suites
River Valley
ONE@Changi City
Business Park
A 24-storey office building at 438 Alexandra Road
Freehold, lettable area - 18,523 sqm
212,630
58,370
A 10-storey commercial-cum-serviced apartment
complex with a 2-storey basement carpark,
a 2-storey retail podium and 164 serviced
apartment units at Robertson Walk Shopping
Centre and Fraser Place Robertson Walk,
11 Unity Street
Leasehold (Lease expires year 2840)
Lettable area: Retail
9,016 sqm
Serviced apartments 17,694 sqm
26,710 sqm
Total
A 7-storey shopping-cum-residential complex
with 2 basement floors at The Centrepoint,
176 Orchard Road
Freehold and leasehold (Lease expires year 2078),
lettable area - 30,967 sqm
A 20-storey commercial-cum-serviced apartment
complex with a 5-storey covered carpark,
a 5-storey podium block, a 2-storey retail podium
and 255 serviced apartment units at Valley Point
Shopping Centre/Office Tower and Fraser Suites
River Valley, River Valley Road
Leasehold (Lease expires year 2876)
Lettable area: Retail
3,699 sqm
Serviced apartments 22,214 sqm
16,948 sqm
42,861 sqm
Office
Total
A 9-storey commercial business park building at
1 Changi Business Park Central 1
Leasehold (Lease expires year 2069),
lettable area - 61,299 sqm
249,750
81,250
520,160
119,840
448,370
177,630
30,500
110,205
Centrepoint Apartment
An apartment unit
1,540
110
Australia
Fraser Place Melbourne
Capri by Fraser, Brisbane
Vietnam
Me Linh Point
112 serviced apartment units in 2 blocks of
high rise building at Melbourne, VIC 3000
Freehold, lettable area - 3,801 sqm
239 units of hotel residences at 80 Albert
St, Brisbane, Australia
Freehold, lettable area - 9,468 sqm
A 22-storey retail/office building plus 2 basements
at Me Linh Point Tower, 2 Ngo Duc Ke Street,
District 1, Ho Chi Minh City
Leasehold (Lease expires year 2045),
lettable area - 17,549 sqm
32,872
47,885
-
-
27,999
22,526
197
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
COMPLETED INVESTMENT PROPERTIES (cont’d)
China
Fraser Suites CBD
Philippines
Fraser Place Forbes Tower
United Kingdom
Fraser Place Canary Wharf
Fraser Suites Glasgow
Fraser Suites Edinburgh
Fraser Suites Queens Gate
Fraser Suites Kensington
Indonesia
Fraser Residence Sudirman
A building comprising residential apartments
(3rd to 23rd level) and clubhouse (2nd level) at
Fraser Suites CBD Beijing (EEL), 12 Jin Tong Xi Road,
Chaoyang District, Beijing
Leasehold: Residential (Lease expires year 2073)
Clubhouse (Lease expires year 2043)
Lettable area - 28,448 sqm
89 serviced apartment units with 116 car park lots
in the East Tower of Fraser Place Forbes Tower,
Valero Street, Salcedo Village, Makati City, Manila
Freehold, lettable area - 17,046 sqm
2 buildings of 96 residential apartments at
Fraser Place Canary Wharf, C2 and C3
The Boardwalk, Trafalgar Way, London
Leasehold, lettable area - 4,460 sqm
A 4-storey building of 99 serviced apartments at
Fraser Suites Glasgow, 1-19 Albion Street,
Glasgow G1 1LH, Scotland
Freehold, lettable area - 4,964 sqm
A 8-storey building of 75 residential apartments at
Fraser Suites Edinburgh, 12-26 St Giles Street
Edinburgh EH1 1PT, Scotland
Freehold, lettable area - 2,333 sqm
105 residential apartments at Fraser Suites
Queens Gate, 39B Queens Gate Gardens,
London SW7 5RR
Freehold, lettable area - 4,188 sqm
69 residential apartments at Fraser Suites
Kensington, 75 Stanhope Gardens,
London SW7 5RN
Freehold, lettable area - 6,845 sqm
108 serviced apartment units in Fraser Tower
of Fraser Residence Sudirman Jakarta,
The Peak Sudirman Jakarta,
Jl. Setiabudi Raya No. 9, Jakarta
Freehold, lettable area - 11,388 sqm
Land
$’000
Building
$’000
-
239,048
-
27,603
-
71,185
-
20,052
12,759
13,309
-
-
106,276
197,512
41,903
-
TOTAL COMPLETED INVESTMENT PROPERTIES
1,626,368
1,244,916
198
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
INVESTMENT PROPERTIES UNDER CONSTRUCTION
Singapore
Waterway Point
A mixed commercial and residential development
at Punggol Central/Punggol Walk.
331/3% proportionate share of commercial
component
Leasehold (Lease expires year 2110),
gross floor area of 50,398 sqm
Land
$’000
Building
$’000
215,956
27,994
TOTAL INVESTMENT PROPERTIES UNDER CONSTRUCTION
215,956
27,994
TOTAL PROPERTIES (CLASSIFIED AS INVESTMENT PROPERTIES)
1,842,324
1,272,910
COMPLETED PROPERTIES HELD FOR SALE
Singapore
Soleil @ Sinaran
Esparina Residences
Leasehold land of approximately 12,468 sqm situated at Sinaran
Drive. The development has a gross floor area of 44,878 sqm
and consists of 417 condominium units.
Leasehold land of approximately 19,000 sqm at Compassvale Bow
for the development of 573 executive condominium units of
approximately 56,643 sqm of gross floor area for sale.
Changi City Point
and Capri by Fraser
Leasehold land of approximately 47,006 sqm situated at
Changi Business Park. The development has a gross floor area
of 47,438 sqm and consists of 313 hotel rooms and a retail mall.
Australia
The Habitat
Lumiere
Central Park
Fraser Suites Perth
Freehold land of approximately 862 sqm situated at 11-17
Chandos Street, Sydney NSW. The development has a gross
floor area of 6,223 sqm and consists of 60 residential units,
2 retail units and 9 offices.
Freehold land of approximately 3,966 sqm situated at former
Regent Theatre, Frontages on George Street, Bathurst &
Kent Street, Sydney NSW. The development has a gross floor area
of 61,146 sqm and consists of 1 retail podium, 456 residential units,
201 serviced apartments, 3 retail units and 19 commercial suites.
Freehold land of approximately 48,000 sqm situated at
Broadway, Sydney NSW. The development has a gross floor
area of 30,350 sqm and consists of 395 residential apartment units.
Freehold land of approximately 11,895 sqm situated at East Perth.
The development has a gross floor area of 22,118 sqm and consists
of 165 serviced apartments, 5 retail units and 6 commercial office units.
Effective
Group
Interest
%
100.0
80.0
50.0
75.0
80.5
37.5
87.5
199
Annual Report 2013
Effective
Group
Interest
%
100.0
80.0
100.0
49.0
80.0
79.2
40.0
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
COMPLETED PROPERTIES HELD FOR SALE (cont’d)
China
Crosspoint
Leasehold land of approximately 7,111 sqm situated at Xi Cheng
District, Xin Jie Kou, Beijing. The development has a gross floor
area of 28,572 sqm and consists of retail units and offices.
Chengdu Logistics Hub
Leasehold land of approximately 195,846 sqm situated at Chengdu.
Phase 1 of the development has a gross floor area of 161,288 sqm
and consists of 136 offices, 29 warehouses and 766 car park lots.
Leasehold land of approximately 314,501 sqm situated at Gongye
Yuan District, Nan Shi Jie Dong, Suzhou. Phase 1a and 1b of the
development has a gross floor area of 132,520 sqm and consists
of 968 apartment units. Phase 2a has a gross floor area of 78,859 sqm
and consists of 538 apartment units.
Freehold land of approximately 40,608 sqm situated at Rama III
Road, Bangkok. Phase 1 of the development has a gross floor area
of 62,348 sqm and consists of 399 condominium units.
Freehold land of approximately 40,015 sqm situated at River Thames,
London. The development has a gross floor area of 27,000 sqm and
consists of 204 residential units and 8 commercial units.
Freehold land of approximately 4,273 sqm situated at Islington,
London. The development has a gross floor area of 7,659 sqm
and consists of 70 apartment units, 2 townhouse units and
commercial space.
Freehold land of approximately 2,226 sqm situated at Water Street,
Edinburgh. The development has a gross floor of 4,512 sqm and
consists of 50 residential units.
Baitang One
Thailand
The Pano
United Kingdom
Wandsworth
Collins Theatre
Water Street
200
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
DEVELOPMENT PROPERTIES HELD FOR SALE
Singapore
Waterfront Gold
Waterfront Isle
Flamingo Valley
Eight Courtyards
Holland Park
Boathouse
Residences
51 Cuppage Road
Palm Isles
Seastrand
Stage
of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Leasehold land (Lease expires year 2108) of
approximately 14,496 sqm at Bedok Reservoir
Road for the development of 361 residential units
of approximately 36,085 sqm of gross floor area
for sale.
Leasehold land (Lease expires year 2108) of
approximately 20,800 sqm at Bedok Reservoir
Road for the development of 561 residential units
and 2 retail units of approximately 52,491 sqm of
gross floor area for sale.
Freehold land of approximately 31,164 sqm at
Siglap Road for the development of 393
condominium units of approximately 43,629 sqm
of gross floor area for sale.
Leasehold land (Lease expires year 2109) of
approximately 26,540 sqm at Yishun Ave 2/Ave 7/
Canberra Drive for the development of 654
residential units and 2 retail units of approximately
64,092 sqm of gross floor area for sale.
Freehold land of approximately 2,801 sqm at
Holland Park for the development of 2 good class
bungalows for sale.
Leasehold land (Lease expires year 2110) of
approximately 13,000 sqm at Upper Serangoon
View for the development of 493 residential units of
approximately 45,501 sqm of gross floor area for sale.
Leasehold land (Lease expires year 2095) of
approximately 6,310 sqm together with the
commercial building erected thereon at Cuppage
Road, for the proposed development of 141
residential units of approximately 23,496 sqm of
gross floor area for sale and commercial space of
approximately 4,328 sqm of gross floor area for sale.
Leasehold land (Lease expires year 2110)
of approximately 26,818 sqm at Flora Drive for
the development of 429 residential units and
1 retail unit of approximately 40,323 sqm of
gross floor area for sale.
Leasehold land (Lease expires year 2110) of
approximately 20,000 sqm at Pasir Ris Link for
the development of 473 residential units and
2 retail units of approximately 40,314 sqm of
gross floor area for sale.
81
2nd Quarter 2014
50.0
48
1st Quarter 2015
50.0
94
1st Quarter 2014
100.0
80
3rd Quarter 2014
50.0
- 1st Quarter 2014
100.0
48 2nd Quarter 2015
50.0
-
-
100.0
27
3rd Quarter 2015
100.0
58
4th Quarter 2014
50.0
201
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
DEVELOPMENT PROPERTIES HELD FOR SALE (cont’d)
Stage
of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Singapore (cont’d)
Watertown
eCO
Twin Waterfalls
Q Bay Residences
Twin Fountains
Fernvale Close
Australia
Queens Riverside
Paramatta River
202
Leasehold land (Lease expires year 2110) of
approximately 29,999 sqm at Punggol Central/
Punggol Walk for a mixed commercial and
residential development. The residential component
of the development comprises 992 residential
units of approximately 73,376 sqm of gross floor
area for sale.
Leasehold land (Lease expires year 2111) of
approximately 62,096 sqm at Bedok South Ave 3
for the development of 714 condominium units,
34 units of strata landed houses and 2 retail units
of approximately 60,154 sqm of gross floor area
for sale.
Leasehold land (Lease expires year 2110) of
approximately 25,164 sqm at Punggol Walk for
the development of 728 executive condominium
units of approximately 76,713 sqm of gross
floor area for sale.
Leasehold land (Lease expires year 2111) of
approximately 20,071 sqm at Tampines Ave 10
for the development of 630 residential units and
2 retail units of approximately 56,516 sqm of gross
floor area for sale.
Leasehold land (Lease expires year 2111) of
approximately 16,504 sqm at Woodlands Ave 6
(Woodlands Planning Area) for the development
of 418 executive condominium units of
approximately 45,769 sqm of gross floor area for sale.
Leasehold land (Lease expires year 2112) of
approximately 14,931 sqm at Lot 4789X Mukim
20 at Fernvale Close for the development of
495 residential units and 1 retail unit of approximately
44,792 sqm of gross floor area for sale.
Freehold land of approximately 11,895 sqm situated
at East Perth for a proposed mixed development
comprises approximately 500 private apartment units,
165 serviced apartments and commercial space of
a total of approximately 64,854 sqm of gross floor
area for sale.
- Q II
- Q III
Freehold land of approximately 49,240 sqm
situated at Parramatta, Sydney NSW for a
proposed development of approximately 766
apartment units of approximately 54,329 sqm
of gross floor area for sale.
19
4th Quarter 2016
33.3
10 2nd Quarter 2016
33.3
42 2nd Quarter 2015
80.0
13
3rd Quarter 2016
33.3
10 2nd Quarter 2017
70.0
- 3rd Quarter 2017
40.0
21
78
3rd Quarter 2015
3rd Quarter 2014
- 3rd Quarter 2014
87.5
87.5
75.0
Annual Report 2013
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
DEVELOPMENT PROPERTIES HELD FOR SALE (cont’d)
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Stage
of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Australia (cont’d)
Killara Pavillions
Frasers Landing
Central Park
Central Park
(CUB Site)
Putney Hill
China
Chengdu Logistics
Hub
Freehold land of approximately 6,215 sqm
situated at Killara NSW for a proposed
development comprises 99 apartment units of
approximately 9,190 sqm of gross floor area
for sale.
Freehold land of approximately 550,000 sqm
situated at Mandurah, Western Australia for a
proposed residential development.
Freehold land of approximately 48,000 sqm
situated at Broadway, Sydney NSW for a proposed
mixed development of approximately 2,129
residential apartment units of approximately
136,776 sqm of gross floor area for sale and
commercial space of approximately 50,971 sqm
of gross floor area for sale.
Freehold land of approximately 10,000 sqm
situated at Broadway, Sydney NSW for a
proposed mixed development of approximately
561 residential apartment units of approximately
32,203 sqm of gross floor area for sale and
commercial space of approximately 5,200 sqm
of gross floor area for sale.
Freehold land of approximately 113,500 sqm
situated at Putney, Sydney NSW for a proposed
development comprises 705 apartments and
86 houses of approximately 75,818 sqm of
gross floor area for sale.
- Phase 1 H - Houses
- Phase 1 A - Apartments
Leasehold land (Lease expires year 2057) of
approximately 195,846 sqm situated at Chengdu
for a proposed industrial/commercial development
of a total of approximately 542,638 sqm of gross
floor area for sale, which is separated into Phase 1
of 161,288 sqm and Phase 2 to 4 of 381,350 sqm.
Phase 1 of the development was completed.
Phase 3 was sold in September 2012.
- Phase 2 - Office
- Phase 3 - Warehouse
-
3rd Quarter 2014
75.0
-
3rd Quarter 2017
56.3
13
4th Quarter 2018
37.5
3 2nd Quarter 2018
75.0
33
64
1st Quarter 2017
1st Quarter 2017
75.0
75.0
87 1st Quarter 2014 -
1st Quarter 2016
-
80.0
80.0
203
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
DEVELOPMENT PROPERTIES HELD FOR SALE (cont’d)
Stage
of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
China (cont’d)
Baitang One
New Zealand
Broadview
Coast @ Papamoa
United Kingdom
Leasehold land (Lease expires year 2074) of
approximately 314,501 sqm situated at
Gongye Yuan district, Nan Shi Jie Dong, Suzhou
for a residential development of a total of
approximately 543,700 sqm of gross floor area
for sale, which is separated into Phase 1a and
1b of 132,520 sqm and Phase 2a to 3d of
410,785 sqm. Phase 1a, 1b and 2a of the
development were completed.
- Baitang One (Phase 2b)
- Baitang One (Phase 3a)
- Baitang One (Phase 3b)
- Baitang One (Phase 3c)
- Baitang One (Phase 3d)
Freehold land of approximately 13,275 sqm
situated at South Island, Queenstown for a
proposed development of 43 luxury residential
apartments of approximately 8,410 sqm of gross
floor area for sale.
Freehold land of approximately 271,168 sqm
situated at Tauranga, North Island for a proposed
development of approximately 303 land lots of
approximately 139,906 sqm of lot area for sale.
Freehold land of approximately 20,531 sqm
situated at south bank of River Thames, London
for a proposed residential and commercial
development of 512 residential units and ancillary
office and retail space of a total of approximately
32,236 sqm of gross floor area for sale for Phase 3
of the Wandsworth Riverside Development.
Freehold land of approximately 1,700 sqm situated
at Vauxhall, London. The 36 storey tower development
has a gross floor area of approximately 21,000 sqm
and consists of 180 private apartments, 41 affordable,
with offices and ground floor commercial.
67
-
-
-
-
3rd Quarter 2014
4th Quarter 2015
3rd Quarter 2016
2nd Quarter 2017
2nd Quarter 2014
100.0
100.0
100.0
100.0
100.0
-
-
75.0
-
3rd Quarter 2014
67.5
-
3rd Quarter 2016
80.0
-
3rd Quarter 2016
80.0
Freehold land of approximately 2,310 sqm situated
at 1 - 6 Camberwell Green and 307 - 311
Camberwell New Road SE5, London.
Freehold land of approximately 3,157 sqm situated
at Brown Street, Glasgow.
Freehold land of approximately 5,870 sqm situated
at Baildon.
-
-
-
-
-
-
80.0
80.0
80.0
204
Annual Report 2013
Particulars of Group Properties
AS AT 30 SEPTEMBER 2013
DEVELOPMENT PROPERTIES HELD FOR SALE (cont’d)
Thailand
The Pano
Peninsular Malaysia
Freehold land of approximately 40,608 sqm
situated at Rama III Road, Bangkok, which is
separated into Phase 1 of 14,062 sqm and
Phase 2 and 3 of 26,546 sqm. Phase 1 of the
development was completed.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Stage
of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
-
-
49.0
Leasehold land (Lease expires year 2069) of
approximately 51,491 sqm situated at Petaling Jaya,
Selangor for a proposed mixed development
with a total of approximately 179,916 sqm of
gross floor area for sale.
- Phase 1a - Services Apartment & Street Retail
- Phase 1b - SOHO
- Phase 2 - Boutique Office & Shopping Mall
- Phase 3 - Corporate Tower
- Phase 4 - Business Hotel
- 2nd Quarter 2018
- 4th Quarter 2018
- 2nd Quarter 2019
- 1st Quarter 2019
- 1st Quarter 2020
50.0
50.0
50.0
50.0
50.0
205
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Shareholding Statistics
AS AT 23 DECEMBER 2013
Class of Shares
Voting rights
Number of Shares in Issue
Name of Shareholder
Number of Shares Held
Shareholding %
- Ordinary share
- One vote per share
-
2,889,812,572
- Fraser and Neave, Limited
-
- 100%
2,889,812,572
As at 23 December 2013, the sole shareholder of Frasers Centrepoint Limited (the “Company” or “FCL”) is Fraser and Neave,
Limited (“F&N”).
As announced by F&N on 13 November 2013, shareholders of F&N voted unanimously in favour of the proposed distribution
of the entire issued share capital of the Company by way of a dividend in specie to shareholders of F&N (the “Distribution”).
Pursuant to the Distribution, F&N shareholders will receive, without any cash outlay, two shares in the Company (“FCL shares”)
for every one F&N share held as at the books closure date of the Distribution.
Upon the completion of the proposed Distribution, the Company’s shareholding structure will be the same as F&N’s shareholding
structure as at the date of the books closure date for the distribution in specie.
206
Annual Report 2013
Interested Person Transactions
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Particulars of interested person transactions (“IPTs”) for the period 1 October 2012 to 30 September 2013.
Name of Interested Person
F&N Treasury Pte Ltd (“F&NT”)(1)
- Loans to the Company, its subsidiaries and associated companies
(collectively, the “FCL Group”)
Fraser and Neave, Limited (“F&N”) and F&NT(1)
- Cash deposits placed by the FCL Group with F&N and F&NT
F&N and Fraser & Neave (Singapore) Pte Limited (“F&NS”)(1)
- Provision of various services by F&N and F&NS to the FCL Group
F&NS(1)
- Lease agreements for office premises entered into between F&NS and
Orrick Investments Pte Ltd and FCL Alexandra Point Pte Ltd respectively,
which are subsidiaries of the Company
F&N(1)
- Provision of corporate guarantee to Frasers Property Australia Pty Limited,
a subsidiary of the Company
Aggregate Value of
All IPTs during the
Financial Year under Review
(Excluding Transactions
less than S$100,000)
(S$)
2.68 billion
454.30 million
18.50 million
2.75 million
0.44 million
Note:
(1) Upon the completion of the proposed distribution in specie of all the issued shares in the Company to shareholders of Fraser and Neave, Limited
(“F&N”) and the proposed listing of the Company on the Singapore Exchange Securities Trading Limited (“SGX-ST”) by way of introduction, F&N
and its associates will be considered “interested persons” of the FCL Group for the purposes of Chapter 9 of the Listing Manual of SGX-ST. This is by
virtue of F&N being an associate of FCL Chairman Charoen Sirivadhanabhakdi and his wife Khunying Wanna Sirivadhanabhakdi, who would become
controlling shareholders of the Company.
207
Annual Report 2013
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
208
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Annual Report 2013 FRASERS CENTREPOINT LIMITED
Company Registration Number: 196300440G
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Tel: (65) 6276 4882
Fax: (65) 6276 6328