A NEW LEVEL OF
GROWTH
ANNUAL REPORT 2014
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4
FRASERS CENTRE PO INT LIMITE D
C o m p a n y R e g i s t r a t i o n N u m b e r : 1 9 6 3 0 0 4 4 0 G
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Phone: +65 6276 4882
+65 6276 6328
Fax:
fraserscen trepo int.com
C O N T E N T S
0 2
O U R V I S I O N , M I S S I O N
A N D K E Y S T R A T E G I E S
0 4
F C L G R O U P A T A G L A N C E
0 6
G L O B A L P R E S E N C E
0 8
M I L E S T O N E S
1 0
C O R P O R A T E I N F O R M A T I O N
1 1
G R O U P S T R U C T U R E
1 2
F I N A N C I A L H I G H L I G H T S
1 4
C H A I R M A N ’ S S T A T E M E N T
2 0
B O A R D O F D I R E C T O R S
2 6
G R O U P M A N A G E M E N T
2 8
G R O U P C E O ’ S B U S I N E S S R E V I E W
• D E V E L O P M E N T P R O P E R T I E S
• C O M M E R C I A L P R O P E R T I E S
• H O S P I T A L I T Y
• A U S T R A L A N D
5 8
I N V E S T O R R E L A T I O N S
6 0
T R E A S U R Y H I G H L I G H T S
6 2
C O R P O R A T E S O C I A L
R E S P O N S I B I L I T Y
7 4
A W A R D S & A C C O L A D E S
7 8
E N T E R P R I S E - W I D E R I S K
M A N A G E M E N T
8 1
C O R P O R A T E G O V E R N A N C E R E P O R T
9 7
F I N A N C I A L S T A T E M E N T S
2 3 4
P A R T I C U L A R S O F G R O U P
P R O P E R T I E S
2 5 1
I N T E R E S T E D P E R S O N S
T R A N S A C T I O N S
2 5 2
S H A R E H O L D I N G S T A T I S T I C S
2 5 4
N O T I C E O F A N N U A L G E N E R A L
M E E T I N G
P R O X Y F O R M
Central Park, Sydney, Australia
Watertown, Singapore
Capri by Fraser, Changi City, Singapore
All figures in this Annual Report are in Singapore dollars unless otherwise specified.
Frasers Tower, Singapore
FY2013/14 has been a milestone year for Frasers Centrepoint Limited (FCL).
We made the leap to the big league by being independently listed on the
Singapore Exchange after having operated as a subsidiary of Fraser and
Neave, Limited (F&NL) for more than 20 years. This enables us to pursue
targeted growth initiatives and employ new strategies to further develop our
brand. Building on the strong foundation that we have established over the
years, FCL is now in a better position to improve its corporate visibility
across its business segments – to take our brand further and embark on
Port Coogee, Western Australia
a new level of growth.
1
O U R V I S I O N
TO BE OUR STAKEHOLDERS’
REAL ESTATE COMPANY OF
CHOICE
O U R M I S S I O N
CREATING VALUE
THROUGH SPACE FOR
TODAY AND TOMORROW
Waterway Point, Singapore
2
Eastern Creek Business Park, Sydney, Australia
OUR KEY
STRATEGIES
1
Achieve sustainable earnings growth
through a significant development
project pipeline, investment properties
and fee income
2
Grow our asset portfolio in a balanced
manner across geographies and
property segments to preserve stability
Hotel InterContinental, Singapore
of earnings
3
Optimise capital productivity through
REIT platforms and active asset
management initiatives
4
Develop synergies with the TCC Group
Waterfront Gold, Singapore
3
F C L G R O U P
A T A G L A N C E
Frasers Centrepoint Limited is an international real
estate company with a portfolio that spans residential,
commercial, hospitality and industrial asset classes.
We invest in, develop and manage properties in over
35 cities across Europe, Australia, Asia and the
Middle-East. Our established focus on our three
core markets of Singapore, where we are listed and
have our roots, Australia and China, is driven by the
strong market fundamentals that characterise these
territories. Over the years, we have developed an
intimate knowledge of our core markets and also of our
secondary markets of the United Kingdom, Vietnam,
Thailand and Malaysia.
chain. Combined with our financial and operational
discipline, and the thoughtful execution of our
strategies, we aim to deliver value to our stakeholders
and the communities we serve.
We have a clear vision of the path ahead. Our
experienced management team, proven expertise in
multiple asset classes, and sound financials, mean we
are well equipped to continue growing and creating
innovative real estate solutions for today and tomorrow.
TOTAL ASSETS ($’m)
We are bound by a common objective across our diverse
geographic footprint – to develop real places for real people.
Places that are inclusive, where young and old alike can
live, work and play. We are proud of the contribution we
make to the cities we operate in, from providing homes
for families and accommodation for travellers, to efficient
spaces that allow businesses to thrive and malls that serve
the needs of local communities.
Our diverse portfolio, active management of assets
across segments and geographies, and ability to strike
the right balance between development, income-yielding
assets and optimising capital through our
Singapore-listed REIT platforms, allow us to generate
quality earnings throughout the entire real estate value
2014
2013
2012
2011
2010
2009
2008
2007
2006
2005
PROFIT BEFORE INTEREST AND TAXATION ($’m)
16,891
10,445
10,357
9,808
9,567
10,112
9,860
9,127
6,140
5,081
FY2014
689M
71%
10%
10%
7%
1%
1%
DEVELOPMENT
PROPERTIES
INVESTMENT
PROPERTIES
HOSPITALITY
REITS
AUSTRALAND1
CORPORATE &
OTHERS
66%
11%
12%
10%
–
1%
FY2013
571M
Development
Properties
($’m)
Investment
Properties
($’m)
Hospitality
($’m)
REIT
($’m)
Australand
($’m)
Corporate &
Others
($’m)
Profit Before Interest and Taxation
FY2014
FY2013
490.8
379.4
68.4
63.0
67.8
69.7
54.4
54.4
6.4
–
1.6
4.6
Group
($’m)
($’000)
689.4
571.1
1 Australand became a member of the Group on 29 August 2014, contributing one month of income in FY2014
4
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
RESIDENTIAL
Frasers Centrepoint Homes focuses
on residential property development
in Singapore. It has built over
13,000 homes in Singapore, with
close to 6,000 homes under
development (including properties
under joint-venture projects).
Frasers Property is the
international arm of the Group.
It develops residential and
mixed-use property projects outside
of Singapore, including in China,
Australia, New Zealand, Thailand,
and the United Kingdom. Our key
overseas markets for property
development are China and
Australia.
COMMERCIAL
Frasers Centrepoint Commercial
manages our shopping malls
in Singapore under the Frasers
Centrepoint Malls brand. It
manages six shopping malls
in Singapore held by Frasers
Centrepoint Trust, an entity
which is listed on the SGX-ST. In
addition, FCL also has interests
in and/or manages seven other
shopping malls in Singapore, and
one shopping mall each in China
and Australia.
Frasers Centrepoint Commercial
also manages office and business
space properties. It manages five
commercial and office properties
in Singapore and Australia held
by Frasers Commercial Trust, an
entity which is also listed on the
SGX-ST. FCL also has interests in
seven office and business space
properties located in Singapore,
China and Vietnam.
Flamingo Valley, Singapore
AU STR ALAND
Australand is a wholly owned
subsidiary of Frasers Centrepoint
Limited. Australand is one of
Australia’s leading property
groups, having been involved
in property development for
more than 90 years. Its current
operations are focussed on
investment in income-producing
office and industrial properties,
commercial and industrial
property development and
management and residential
development (including land,
housing and apartments).
Australand has offices in Sydney,
Melbourne, Brisbane and Perth.
It also maintains a residential
sales office in Hong Kong.
Modena by Fraser, Wuhan, China
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 more
than 11,000 apartments and hotel
rooms in over 35 cities. Based on
management contracts secured,
more than 7,700 apartments will
be added to Frasers Hospitality’s
portfolio of serviced residences in
the next three years.
Changi City Point, Singapore
357 Collins Street, Melbourne, Australia
5
G L O B A L
P R E S E N C E
PROFIT BEFORE INTEREST AND TAXATION BREAKDOWN BY GEOGRAPHICAL SEGMENT ($’m)
FY2014
689M
58%
SINGAPORE
87%
21%
AUSTRALIA
12%
EUROPE
6%
1%
2%
CHINA
THAILAND
OTHERS*
1%
3%
5%
1%
3%
FY2013
571M
SINGAPORE
FY2014 ($’000)
AUSTRALIA
FY2014 ($’000)
EUROPE
FY2014 ($’000)
400,673
147,135
87,328
FY2013 ($’000)
499,352
FY2013 ($’000)
4,230
FY2013 ($’000)
18,465
CHINA
FY2014 ($’000)
39,121
FY2013 ($’000)
29,552
THAILAND
FY2014 ($’000)
3,314
FY2013 ($’000)
7,896
OTHERS1
FY2014 ($’000)
11,791
FY2013 ($’000)
11,643
1 Include New Zealand, Malaysia, Indonesia, Philippines & Vietnam
6
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
• RESIDENTIAL
Australia
China
Malaysia
New Zealand
Singapore
Thailand
United Kingdom
• COMMERCIAL
Australia
China
Malaysia
Singapore
Vietnam
• INDUSTRIAL
Australia
• HOSPITALITY
Australia
Bahrain
China
France
Germany
Hungary
India
Indonesia
Japan
Malaysia
Nigeria
Philippines
Qatar
Singapore
South Korea
Spain
Thailand
Turkey
United Arab Emirates
United Kingdom
Vietnam
7
ANNUAL REPORT2014M I L E S T O N E S
1 9 8 8
Centrepoint Properties Limited
(CPL) was listed on the Main Board
of the Singapore Exchange (SGX-ST)
1 9 9 0
CPL became a subsidiary of F&NL
1 9 9 2
Northpoint, Singapore’s pioneer
suburban retail mall in Yishun;
Bridgepoint, a retail mall in Sydney;
and Alexandra Point, CPLs’ first
office project, were launched
1 9 9 8
CPL’s first two hospitality projects,
Fraser Suites and Fraser Place in
Singapore, were launched
2 0 0 1
Jingan Four Seasons in Shanghai
was CPL’s first residential project
developed in China
2 0 0 6
CPL was rebranded Frasers
Centrepoint Limited (FCL)
FCL launched its first REIT, Frasers
Centrepoint Trust which is listed on
the Main Board of SGX-ST
2 0 0 0
Pavilions on the Bay in Australia
and Annandale House in the United
Kingdom, CPL’s first overseas
residential projects were developed
2 0 0 2
CPL launched serviced residences
in the United Kingdom, Korea and
Philippines
CPL was delisted from SGX-ST and
became a wholly owned subsidiary
of F&NL
8
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES1 9 9 3
The Anchorage, CPL’s first
residential project, was redeveloped
from F&N Singapore’s old brewery
and soft drink plants
1 9 9 6
CPL’s first overseas office project,
Me Linh Point, a
commercial-cum-retail centre in
Ho Chi Minh City was developed
1 9 9 7
Alexandra Technopark, CPL’s
first business space project was
developed and launched
2 0 0 8
FCL acquired a stake in Allco
Commercial REIT (Allco) and the
entire stake of Allco’s manager,
and rebranded the REIT Frasers
Commercial Trust (FCOT). FCOT is
listed on the Main Board of SGX-ST
2 0 1 3
FCL became a member of TCC
Group
2 0 1 4
FCL was listed by way of
introduction on the Main Board of
SGX-ST
Frasers Hospitality Trust was listed
on the Main Board of SGX-ST.
It is the first hotel and serviced
residence stapled group with a
global mandate, except Thailand,
to be listed on the SGX-ST
FCL wholly acquired Australand,
an Australian property company
9
ANNUAL REPORT2014C O R P O R A T E
I N F O R M A T I O N
BOA RD OF DIRE CTOR S
Mr Charoen Sirivadhanabhakdi
Non-Executive and
Non-Independent Chairman
R ISK MA NAGEMEN T
C OM M ITTEE
Mr Chotiphat Bijananda
Chairman
Khunying Wanna Sirivadhanabhakdi
Non-Executive and
Non-Independent Vice Chairman
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Weerawong Chittmittrapap
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
AUD IT C OMMI TTEE
Mr Charles Mak Ming Ying
Chairman
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Sithichai Chaikriangkrai
NO MI NATING C OMM ITTE E
Mr Weerawong Chittmittrapap
Chairman
Mr Chan Heng Wing
Mr Chotiphat Bijananda
R EM UNERATION CO MMI TTEE
Mr Philip Eng Heng Nee
Chairman
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
GR O UP MA NAGEMEN T
Mr Lim Ee Seng
Group Chief Executive Officer
Mr Cheang Kok Kheong
Chief Executive Officer,
Development & Property, Singapore
Mr Chia Khong Shoong
Chief Financial Officer
Mr Choe Peng Sum
Chief Executive Officer,
Frasers Hospitality Pte Ltd
Mr Charles Mak Ming Ying
Non-Executive and Independent
Director
Mr Chan Heng Wing
Non-Executive and Independent
Director
Mr Philip Eng Heng Nee
Non-Executive and Independent
Director
Mr Wee Joo Yeow
Non-Executive and Independent
Director
Mr Weerawong Chittmittrapap
Non-Executive and Independent
Director
Mr Chotiphat Bijananda
Non-Executive and
Non-Independent Director
Mr Panote Sirivadhanabhakdi
Non-Executive and
Non-Independent Director
Mr Sithichai Chaikriangkrai
Non-Executive and
Non-Independent Director
BOA RD EXECUTIV E
COM MI TTEE
Mr Charoen Sirivadhanabhakdi
Chairman
Mr Charles Mak Ming Ying
Vice Chairman
Mr Chotiphat Bijananda
Vice Chairman
Mr Wee Joo Yeow
Mr Panote Sirivadhanabhakdi
Mr Sithichai Chaikriangkrai
10
GROUP MANAGE MENT
(C ONT’D)
Mr Tang Kok Kai Christopher
Chief Executive Officer,
Commercial
Chief Executive Officer,
Greater China
Mr Uten Lohachitpitaks
Chief Investment Officer
CO MPA NY SEC RETA RI AT
Mr Piya Treruangrachada
Group Company Secretary
REGI STERED OFFIC E
#21-00 Alexandra Point
438 Alexandra Road
Singapore 119958
Tel: (65) 6276 4882
Fax: (65) 6276 6328
Website: fraserscentrepoint.com
SHA RE REGI STRA R
Tricor Barbinder Share Registration
Services
80 Robinson Road
#02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 4399
A UDI TOR
Ernst & Young LLP
Partner-in-charge:
Mr Nagaraj Sivaram
PRIN CI PA L B ANK ERS
Australia and New Zealand Banking
Group Limited
DBS Bank Ltd
National Australia Bank Limited
Oversea-Chinese Banking
Corporation Limited
Standard Chartered Bank
Sumitomo Mitsui Banking
Corporation
United Overseas Bank Limited
Westpac Banking Corporation
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
G R O U P
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11
ANNUAL REPORT2014
F I N A N C I A L
H I G H L I G H T S
2010
2011
2012
2013
2014
Revenue ($’m)
1,708
2,234
1,412
2,053
2,735
Profit before interest, fair value change on
503
578
390
571
689
investment properties, taxation and exceptional
items ($’m)
Profit before tax ($’m)
Before fair value change on investment
properties and exceptional items
441
525
330
510
678
After fair value change on investment properties
621
784
721
832
697
and exceptional items
Attributable profit ($’m)
Before fair value change and exceptional items
After fair value change and exceptional items
333
484
395
603
252
643
401
722
501
501
Earnings per share (cents)
Attributable profit before fair value change on
investment properties and exceptional items
42.9
51.7
33.5
53.2
20.41
Attributable profit after fair value change on
63.0
79.4
85.4
95.9
20.41
investment properties and exceptional items
Dividend per share
Ordinary shares (cents)
Preference shares ($)
30.5
60.0
26.6
30.1
19.9
Nil
26.6
Nil
8.61
Nil
Net asset value (share capital & reserves) ($’m)
3,960
4,384
4,932
5,451
6,436
Net asset value per share ($)
4.82
5.38
6.11
6.80
2.23*
Return on average shareholders’ equity (%)
Profit before interest, fair value change on
13.1
13.9
8.4
11.0
11.6
investment properties, taxation &
exceptional items
Attributable profit before fair value change on
investment properties & exceptional items
8.6
9.5
5.4
7.7
8.4
1 Calculated based on 2,889,812,572 shares in issue after FCL’s listing on SGX-ST on 9 January 2014
12
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESQueens Riverside, Perth, Australia
Central Park, Sydney, Australia
13
C H A I R M A N ’ S
S T A T E M E N T
Charoen Sirivadhanabhakdi
Chairman
14
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESWE MADE SIGNIFICANT STRIDES IN OUR STRATEGY TO
ACHIEVE BALANCED GROWTH ACROSS GEOGRAPHIES AND
PROPERTY SEGMENTS AND IN EXTENDING OUR REIT STRATEGY.
Dear Fellow Shareholders,
FY2013/14 has been an important
year for Frasers Centrepoint
Limited (FCL). Beginning with our
relisting on the Main Board of the
SGX-ST, this year has been a busy
year with numerous highlights.
RECOR D REVENUE AND C O RE
EAR NINGS IN F Y 2013/ 14
Financially, our Group performed
well this year. We achieved a record
high revenue of S$2.7 billion. Our
core earnings, or attributable
profit before fair value change and
exceptional items, also reached an
all-time high of S$501.0 million.
This strong performance is an
encouraging indication that we
are successfully executing our
strategies to deliver sustainable
earnings growth.
In view of the good operating
performance this year, the Board
of Directors has proposed a final
dividend of 6.2 Singapore cents.
Including our interim dividend of
2.4 Singapore cents, FCL’s total
dividend for FY2013/14 is
8.6 Singapore cents, which
translates to a payout of
approximately 50% of our core
earnings.
S UC C ESSFU L E XECUTION OF
GR OWTH STRATEGIES
If I were to describe FY2013/14,
I would say that it was a year where
FCL fully demonstrated our ability
to successfully execute our key
growth strategies. In particular,
we made significant strides in our
strategy to achieve balanced growth
across geographies and property
segments and in extending our REIT
strategy.
Achieving balanced growth via
acquisition of Australand
Growing FCL’s asset portfolio in a
balanced manner is an important
imperative to delivering stable
earnings and achieving sustainable
growth. A balanced portfolio will
allow FCL to diversify and avoid
undue reliance on any specific
geography or property segment.
In addition, stable earnings mean
clearer visibility of cash flows, which
creates flexibility and improves
FCL’s ability to make strategic
capital management decisions.
As part of this balanced portfolio
strategy, FCL had planned on
achieving several key strategic
objectives over the medium term,
including increasing the proportion
of overseas earnings and recurring
income, as well as enhancing our
platform in our core overseas
markets, including Australia. To
achieve these objectives organically,
it would have taken five to ten years
for our efforts to reach fruition.
This approach, however, is not
without its risks. The acquisition of
Australand allows FCL to achieve
our targets immediately and reach
the level of scale and depth in
Australia that we sought.
With the acquisition of Australand,
FCL now has scale and depth in
two of its core markets – Singapore
and Australia, where it stands
among the top players in all the
asset classes that it operates in.
This allows FCL to access deal
flow, achieve synergies, and enjoy
economies of scale. Looking
at FCL’s asset breakdown by
geographical segment as at
30 September 2014, our assets in
Australia and Singapore are about
equal, with both making up a little
over 40% each. Our proportion of
recurring income to development
income will also become more
balanced, and we should see this
from the next financial year as FCL
takes in full-year contributions from
Australand.
Extending REIT strategy with FHT
listing and asset injection into FCT
Our REIT strategy is one of FCL’s key
growth strategies; we see REITs as
the right platform to efficiently hold
stabilised investment properties.
Our REITs are not only an efficient
capital recycling platform, they
also generate an additional source
of revenue for FCL in the form of
asset management fees, thereby
strengthening our income base.
Importantly, our REITs allow
FCL to generate quality earnings
throughout the entire real estate
value chain.
15
ANNUAL REPORT2014C H A I R M A N ’ S
S T A T E M E N T
Phase 3 of Chengdu Logistics Hub, Chengdu, China
We achieved a milestone in our
REIT strategy this year with the
listing of Frasers Hospitality Trust
(FHT). A hospitality REIT is a logical
extension of FCL’s REIT strategy.
FCL already has a retail REIT,
Frasers Centrepoint Trust (FCT),
to support the growth of our retail
business, and an office and business
space REIT, Frasers Commercial
Trust (FCOT), to support the growth
of our office business. A hospitality
REIT will help support the growth
of our fast-growing hospitality
business, and this plan was realised
when FHT was listed in July 2014
with six serviced residences and six
hotels.
During the year we also completed
the divestment of Changi City Point
(CCP) to FCT in June. CCP had
been ear-marked for injection into
FCT for some time. We recorded a
healthy profit on this divestment,
which has been reflected in our
financial performance.
16
R EAC HI NG A NEW LEV EL OF
GR OWT H
This year, with FCL’s relisting on
the SGX Main Board and successful
execution of its key growth
strategies, FCL has reached a new
level of growth.
As we look ahead, we will remain
focused on our sustainable growth
tripod – Singapore, Australia and
China. Singapore is FCL’s home
market, a market that we’re very
familiar with and well entrenched
in. We will seek to maintain
our position as a market leader
in Singapore and focus on the
disciplined execution of our growth
strategies. With Australand, we
are now equally deeply rooted
in Australia, and our immediate
priority is to ensure that we do a
good job with the integration of
our Australian businesses. We will
continue to grow and strengthen
our two strong legs of Singapore
and Australia, even as we look for
opportunities over the medium term
to strengthen our third leg of China.
In our view, China is a country
that we in Asia cannot credibly
ignore. The macro trends of rapid
urbanisation and rising wealth all
bode well for the real estate market
in China over the long term. China’s
real estate market is not the easiest
market to be in, but FCL has been
doing business in China for over a
decade now, and we have a solid
platform in our three chosen cities
of Shanghai, Chengdu and Suzhou,
from which to grow our position. We
are keeping a close eye on China for
opportunities in the medium term.
The global environment is
increasingly volatile, and cycles have
shortened. While the environment
may present challenges,
opportunities also often emerge.
FCL’s growth strategies are designed
precisely to enable FCL to trade
through cycles, and we have a proven
track record of doing that. FCL is
better positioned now than ever
before to continue making waves in
the global real estate sector, and
to offer opportunities for all our
stakeholders to grow with us.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFCL IS BETTER POSITIONED NOW THAN EVER BEFORE TO CONTINUE
MAKING WAVES IN THE GLOBAL REAL ESTATE SECTOR, AND TO OFFER
OPPORTUNITIES FOR ALL OUR STAKEHOLDERS TO GROW WITH US.
PRUDENT CAPITAL
MANAGEME NT
As FCL works towards fulfilling
our growth ambitions, we are
ever-mindful of the importance of
prudent capital management. FCL’s
net debt to equity stood at 95%
as at 30 September 2014. Given
the capital intensive nature of our
industry, we believe that a sensible
level of gearing is appropriate for a
growing company like FCL. We are
comfortable with a level of between
80% and 100%.
FCL is well-equipped to manage
our gearing. Firstly, FCL has clear
earnings visibility with S$3.9 billion
of unrecognised development
revenue at year end. Secondly,
FCL has a sizeable proportion of
recurring income in our income
mix. Last but not least, FCL has a
number of investment properties
within our portfolio that may be
suitable assets for injection into our
listed REITs at the right time, if the
REITs are keen.
As part of our disciplined capital
management efforts, FCL has
also been working to diversify our
funding sources and bolster our
balance sheet. During the year,
FCL increased our multi-currency
medium term note programme
(MTN programme) from S$1 billion
to S$3 billion. FCL issued our first
perpetual capital securities under
this MTN programme in September.
The S$600 million, 4.88%
subordinated perpetual capital
securities was very well received.
In October, FCL issued another
S$200 million seven-year 3.95%
fixed-rate notes, and we shared
with shareholders our intention to
issue additional perpetual capital
securities.
We believe that our attention to
prudent capital management will
enable FCL to achieve a sustainable
capital structure that will position
us strategically for long-term
growth.
Rhodes Building F, Sydney, Australia
17
ANNUAL REPORT2014C H A I R M A N ’ S
S T A T E M E N T
Fraser Suites, Singapore
AC KNOWLEDGEMEN TS
FCL is where it is today because
of the support of our many
stakeholders. To my esteemed
colleagues on the Board, thank you
for the valuable guidance. I want to
express my sincere gratitude too,
to our business partners, financial
advisers, bankers, customers and
shareholders, for their unwavering
support of FCL. On behalf of the
Board, I would also like to thank
the Boards of FCT, FCOT and
FHT, for their stewardship of our
listed REITs. Last but not least,
I would like to express my deep
appreciation to our employees for
their dedication and hard work.
18
On behalf of the Board, I would like
to assure our stakeholders that FCL
will strive to continue delivering
value to all our stakeholders.
We will maintain a high standard
of corporate governance and
transparency, and we are gratified
that our efforts in this area have
been recognised with FCL winning
the Most Transparent Company
Award 2014 in the New Issues
Category at the 15th SIAS Investors’
Choice Awards in our first year
of listing. We will also bear in
mind our role as a responsible
corporate citizen and strive to keep
sustainability as a cornerstone of
our growth strategies.
Charoen Sirivadhanabhakdi
Chairman
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESE I G H T C O U R T YA R D S
S I N G A P O R E
19
B O A R D
O F D I R E C T O R S
CHAROEN SIRIVADHANABHAKDI, 70
KHUNYING WANNA SIRIVADHANABHAKDI, 71
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 2014) : 11 months
: 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 2014) : 8 months
: 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 Agricultural Business
Administration, Maejo Institute of Agricultural Technology,
Thailand
• Honorary Doctoral Degree in Management, Huachiew
• Honorary Doctoral Degree in Business Administration,
Chalermprakiet University, Thailand
Chiang Mai University, Thailand
• Honorary Doctoral Degree in Business Administration,
• Honorary Doctor of Philosophy in Social Sciences, Mae Fah
Eastern Asia University, Thailand
Luang University, Thailand
• Honorary Doctor of Philosophy in Business Administration,
• Honorary Doctoral Degree in Business Administration
and Information Technology, Rajamangala University of
Technology Tawan-ok, Thailand
Present Directorships (as at 30 Sep 2014)
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 2011 to 30 Sep 2014)
Nil
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
• Honorary Doctoral Degree in Hospitality and Tourism,
Christian University of Thailand, Thailand
Present Directorships (as at 30 Sep 2014)
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 2011 to 30 Sep 2014)
Nil
Others
Nil
20
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESCHARLES MAK MING YING, 62
CHAN HENG WING, 68
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 2014) : 11 months
: 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 2014) : 11 months
: 25 Oct 2013
: 07 Jan 2014
Board committee(s) served on
• Audit Committee (Chairman)
• Board Executive Committee (Vice Chairman)
• Remuneration Committee
• Risk Management Committee
Academic & Professional Qualification(s)
• Master of Business Administration, PACE University, USA
• Bachelor of Business Administration, PACE University, USA
Present Directorships (as at 30 Sep 2014)
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 2011 to 30 Sep 2014)
• Fraser and Neave, Limited
Others
• Senior Advisor to Morgan Stanley Asia’s Investment Banking
Division
• Previously the Chairman and Director of Bank Morgan
Stanley AG
• Previously a Director in Morgan Stanley Asia Limited and
a member of Morgan Stanley’s Asia Pacific Executive
Committee, the Morgan Stanley Wealth Management
Committee and the International Operating Committee
• Previously Managing Director and Head of Morgan Stanley
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 2014)
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’s Non-Resident
High Commissioner to Bangladesh and Senior Advisor
• Milken Institute Asia Center (Chairman)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2011 to 30 Sep 2014)
• Fraser and Neave, Limited
Others
• Previously Managing Director of Temasek Holdings
• Previously Singapore’s Consul General to Hong Kong and
Shanghai
Asia Pacific Private Wealth Management
• Previously Singapore’s Ambassador to Thailand
• Previously Executive Director and Senior Investment Adviser
of Morgan Stanley’s Private Wealth Management Group
21
ANNUAL REPORT2014B O A R D
O F D I R E C T O R S
PHILIP ENG HENG NEE, 68
WEE JOO YEOW, 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 2014) : 11 months
: 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 2014) : 6 months
: 10 Mar 2014
: -
Board committee(s) served on
• Remuneration Committee (Chairman)
• Audit Committee
Board committee(s) served on
• Executive Committee
• Audit Committee
Academic & Professional Qualification(s)
• Bachelor of Commerce in Accountancy, University of New
Academic & Professional Qualification(s)
• Master of Business Administration, New York University,
South Wales, Australia
USA
• Associate Member, Institute of Chartered Accountants in
• Bachelor of Business Administration (BBA Hons), University
Australia
of Singapore
Present Directorships (as at 30 Sep 2014)
Listed companies
• Mapletree Industrial Trust Management Ltd
• PACC Offshore Services Holdings Ltd
• Oversea-Chinese Banking Corporation Limited
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2011 to 30 Sep 2014)
• Orix Leasing Singapore Limited
• Singapore-Bintan Resort Holdings Pte Ltd
Others
Nil
Present Directorships (as at 30 Sep 2014)
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
• Frasers Australand Pty Ltd
• Hektar Asset Management Sdn Bhd
• Heliconia Capital Management Pte. Ltd.
• KK Women’s and Children’s Hospital Pte. Ltd.
• NTUC Income
• Singapore Health Services Pte. Ltd.
• Vanda 1 Investments Pte. Ltd.
Major Appointments (other than Directorships)
• Ministry of Foreign Affairs : Singapore’s Non-Resident
High Commissioner to Canada
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2011 to 30 Sep 2014)
• Asia Pacific Breweries Limited
• Fraser and Neave, Limited
Others
Nil
22
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESWEERAWONG CHITTMITTRAPAP, 56
CHOTIPHAT BIJANANDA, 51
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 2014) : 11 months
: 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 2014) : 1 year
6 months
: 08 Mar 2013
: 07 Jan 2014
Board committee(s) served on
• Nominating Committee (Chairman)
• Risk Management Committee
Academic & Professional Qualification(s)
• Thai Barrister-at-Law and the first Thai lawyer admitted to
the New York State Bar
• Master of Law, University of Pennsylvania, USA
• Bachelor of Law, Chulalongkorn University, Thailand
Present Directorships (as at 30 Sep 2014)
Listed companies
• Berli Jucker Public Company Limited
• SCB Life Assurance Public Company Limited
• Thai Airways International Public Company Limited
• Siam Commercial Bank Public Company Limited
Others
• National Power Supply Public Company Limited
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 2011 to 30 Sep 2014)
• Minor International Public Company Limited
• Fraser and Neave, Limited
• Siam Food Public Company Limited
• Nok Airlines Public Company Limited
• Golden Land Property Development Public Company Limited
• GMM Grammy Public Company Limited
• Weerawong, Chinnavat & Peangpanor Limited
Others
Nil
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
Missouri, USA
• Bachelor of Laws, Thammasat University, Thailand
Present Directorships (as at 30 Sep 2014)
Listed companies
• Sermsuk Public Company Limited
• Golden Land Property Development Public Company Limited
• Fraser and Neave, Limited
Others
• Australand Holdings Limited
• Australand Property Limited
• Australand Investments Limited
• Frasers Australand Pty Ltd
• 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 2011 to 30 Sep 2014)
Nil
Others
Nil
23
ANNUAL REPORT2014
B O A R D
O F D I R E C T O R S
PANOTE SIRIVADHANABHAKDI, 37
SITHICHAI CHAIKRIANGKRAI, 60
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 2014) : 1 year
: 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 2014) : 1 year
: 07 Aug 2013
: 07 Jan 2014
6 months
1 month
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 Honours), Thammasat
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 2014)
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
Others
• Australand Holdings Limited
• Australand Property Limited
• Australand Investments Limited
• Beer Thip Brewery (1991) Co., Ltd.
• Blairmhor Distillers Limited
• Blairmhor Limited
• Frasers Australand Pty Ltd
• 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 2014)
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
• Sermsuk 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 Sermsuk Public Company Limited
Major Appointments (other than Directorships)
• Thai Beverage Public Company Limited (Chief Financial
Major Appointments (other than Directorships)
• Univentures Public Company Limited (Chief Executive
Officer)
Officer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2011 to 30 Sep 2014)
• Fraser and Neave, Limited
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2011 to 30 Sep 2014)
Nil
Others
Nil
Others
Nil
24
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
F L A M I N G O VA L L E Y
S I N G A P O R E
25
G R O U P
M A N A G E M E N T
LIM EE SENG, PBM, 63
CHIA KHONG SHOONG, 43
UTEN LOHACHITPITAKS, 41
Group Chief Executive Officer
Frasers Centrepoint Limited
Date Appointed :
15 October 2004
Chief Financial Officer
Frasers Centrepoint Limited
Date Appointed :
2 March 2009
Chief Investment Officer
Frasers Centrepoint Limited
Date Appointed :
1 October 2013
Mr Chia is responsible for all aspects
of FCL Group’s finance. He has direct
oversight of the Finance, Corporate
Planning, Tax, Treasury and Group
Communications units.
Academic & Professional Qualifications
• Bachelor of Commerce (Accounting
and Finance), University of Western
Australia
• Master of Philosophy (Management
Studies), Cambridge University
Working Experience
• 1996 – 2004
Vice President, Global Investment
Banking, Citigroup / Salomon Smith
Barney / Schroders
• 2004 – 2008
Director, Investment Banking and
Global Banking, The Hongkong &
Shanghai Banking Corporation Ltd
Significant Directorships
(as at 30 Sep 2014)
• Frasers Centrepoint Asset
Management Ltd, Manager of Frasers
Centrepoint Trust
• Frasers Centrepoint Asset
Management (Commercial) Limited,
Manager of Frasers Commercial Trust
Mr Lohachitpitaks is responsible for FCL
Group’s capital markets transactions,
managing and monitoring the Group’s
portfolio of assets, devising strategies
for acquisitions and liaising with
investors.
Academic & Professional Qualifications
• Bachelor of Business Administration,
Assumption University, Thailand
• Master of Business Administration,
Assumption University, Thailand
Working Experience
• 1996 – 2005
Vice President, Corporate &
Investment Banking Group, DBS Bank
Ltd
• 2005 – 2006
Director, Investment Banking Division,
United Overseas Bank (Thai) Public
Company Limited
• 2006 – 2013
Managing Director, Strategic Advisory,
DBS Bank Ltd
Significant Directorships
(as at 30 Sep 2014)
Nil
Mr Lim is responsible for executing
FCL Group’s strategies and policies and
is accountable to the Board of Directors
for the management and performance of
the Group’s entire portfolio which spans
more than 20 countries.
Academic & Professional Qualifications
• Bachelor of Engineering (Civil),
University of Singapore
• Master of Science (Project
Management), National University of
Singapore
• Member, The Institution of Engineers,
Singapore
• Fellow, Singapore Institute of
Directors
Working Experience
• 1982 – 1989
Project Manager, Singapore Land Ltd
• 1989 – 1996
General Manager (Property Division),
First Capital Corporation Ltd
• 1996 – 2004
Managing Director, MCL Land Limited
Significant Directorships
(as at 30 Sep 2014)
• Frasers Australand Pty Ltd
• Frasers Centrepoint Asset
Management Ltd, Manager of Frasers
Centrepoint Trust
• Frasers Centrepoint Asset
Management (Commercial) Limited,
Manager of Frasers Commercial Trust
• Frasers Hospitality Asset Management
Pte Ltd, Manager of Frasers
Hospitality Trust
26
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESCHEANG KOK KHEONG, 59
CHOE PENG SUM, 54
TANG KOK KAI CHRISTOPHER, 53
Chief Executive Officer
Development and Property
Frasers Centrepoint Limited
Date Appointed :
1 October 2010
Chief Executive Officer
Frasers Hospitality Pte Ltd
Date Appointed :
19 June 2007
Mr Cheang oversees the Development
and Property Division that builds
residential developments under the
Frasers Centrepoint Homes brand.
He has oversight of the design and
project management of developments,
ensuring quality construction, cost and
time control and compliance with all
regulatory and project requirements.
Academic & Professional Qualifications
• Bachelor of Architecture, National
University of Singapore
• Master of Science in Tourism,
Planning and Development, University
of Surrey
Working Experience
• 1994 – 1998
Senior Manager, Projects,
DBS Land Limited
• 1998 – 2002
Senior Manager, Projects,
Ascendas Land (Singapore)
Pte Ltd
• 2002 – 2005
General Manager, Projects,
MCL Land Limited
• 2007 – 2010
Chief Operating Officer,
Development and Property,
Frasers Centrepoint Limited
Significant Directorships
(as at 30 Sep 2014)
Nil
Mr Choe oversees the Frasers
Hospitality group’s business from
investments, business development,
global expansion of the chain of
gold-standard serviced residences and
hotels worldwide, to funds and asset
management of hotels and serviced
residences on a global mandate.
Academic & Professional Qualifications
• 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
Working Experience
• 1984 – 1994
Executive Assistant Manager, Shangri-
La Hotel, Singapore
• 1994 – 1996
Resident Manager, Portman Shangri-
La Hotel, Shanghai
• 1996 – 2007
General Manager of Hospitality,
Frasers Centrepoint Limited
Significant Directorships
(as at 30 Sep 2014)
• Frasers Hospitality Asset Management
Pte Ltd, Manager of Frasers
Hospitality Trust
Chief Executive Officer
Commercial1 & Greater China2
Frasers Centrepoint Limited
Date Appointed :
1 October 20061 and
1 October 20102
Mr Tang oversees FCL’s business in
the Commercial real estate space of
Retail Malls and Offices. He oversees
the entire value chain of investment,
development and property management
to asset and fund management. Mr Tang
also oversees FCL’s property interests in
China, providing leadership to the China
team in the residential and commercial
business there.
Academic & Professional Qualifications
• Bachelor of Science, National
University of Singapore
• Master of Business Administration,
National University of Singapore
Working Experience
• 1997 – 2000
Senior Manager, Strategic Planning
and Asset Management, DBS Land
Limited
• 2000 – 2001
Vice President, Private Equity, DBS
Bank Ltd
• 2001 – 2002
General Manager, Strategic Planning
and Asset Management, Frasers
Centrepoint Limited
• 2002 – 2006
General Manager, Strategic Planning
and Asset Management, Fraser and
Neave, Limited
• 2006 – 2010
Chief Executive Officer, Frasers
Centrepoint Asset Management Ltd
Significant Directorships
(as at 30 Sep 2014)
• Frasers Centrepoint Asset
Management Ltd, Manager of Frasers
Centrepoint Trust
• Frasers Centrepoint Asset
Management (Commercial) Limited,
Manager of Frasers Commercial Trust
• Hektar Asset Management Sdn Bhd,
Manager of Hektar REIT
27
ANNUAL REPORT2014
G R O U P C E O ’ S
B U S I N E S S R E V I E W
Lim Ee Seng
Group CEO
28
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFCL’S PERFORMANCE THIS YEAR IS A VALIDATION OF
THE GROUP’S OVERSEAS AND REIT STRATEGIES. FCL
ACHIEVED RECORD REVENUE AND ATTRIBUTABLE PROFIT
BEFORE FAIR VALUE CHANGE AND EXCEPTIONAL ITEMS
(APBFE) IN FY2013/14.
Group revenue grew by 33% to
S$2,734.9 million, while core earnings
(APBFE) grew by 25% to S$501.0
million. This robust growth was
largely driven by completions of
overseas development projects in
Australia, China and the United
Kingdom. During the year, the
Group’s divestment of a retail asset,
Changi City Point, to its retail REIT,
Frasers Centrepoint Trust (FCT),
also contributed to the increase.
On a balance sheet level, we ended
the year with total assets of
S$16.9 billion, a significant increase
of 62% from last year largely due
to the acquisition of Australand.
Meanwhile our gearing, or net
debt/equity, stood at 95% as at
30 September 2014, within our
comfort zone of a gearing level of
between 80% and 100%.
Looking at some key ratios, the
Group’s FY2013/14 earnings per
share (EPS) and net asset value
(NAV)1 per share as at 30 September
2014 have both increased to
20.39 Singapore cents and S$2.23
respectively. Our return on equity2
also went up from 7.7% to 8.4%.
GR OWTH THROUGH OUR K EY
S TR ATE GIES
In FY2013/14, we executed
three key corporate actions
that demonstrated the Group’s
commitment to carrying out our
growth strategies of growing
our business and asset portfolio
in a balanced manner across
geographies and property
segments, as well as optimising
capital productivity and
strengthening our income base
through our REIT platforms.
Achieving balanced growth
As part of the Group’s strategy of
growing its business and asset
portfolio in a balanced manner
across geographies and property
segments, FCL announced on
4 June 2014 that it had submitted
an indicative non-binding proposal
to acquire Australian Securities
Exchange (ASX)-listed Australand
Property Group (Australand), one
of Australia’s leading diversified
property groups.
Following the completion of a
four-week due diligence process,
FCL launched a conditional cash
offer (Offer) on 7 July 2014 to
acquire all stapled securities
in Australand. The Offer valued
Australand at approximately
A$2.6 billion (S$3.1 billion).
FCL received acceptances of
approximately 56.8% of the issued
stapled securities of Australand on
7 August 2014 and the Offer was
declared unconditional. At the close
of the offer period on 4 September
2014, FCL held an interest of 98.4%
of the issued stapled securities of
Australand. On 24 September 2014,
FCL commenced a compulsory
acquisition of the outstanding
Australand securities that it did
not already own. As of 31 October
2014, FCL successfully acquired
100% of Australand, and Australand
securities were delisted from the
close of trading hours on
3 November 2014.
The acquisition of Australand is a
transformational transaction that
we expect will deliver significant
benefits, including:
• Substantial increase in asset and
profit contribution from outside of
Singapore;
• Improved sustainability of
earnings through increased
contribution from recurring
income;
• Access to a quality platform with
immediate scale in Australia, a
core market;
• Ownership of an attractive
commercial and industrial
portfolio with development
capabilities; and
• Enhanced residential development
capabilities in Australia.
1 After fair value adjustments on investment
properties and exceptional items
2 APBFE over Average Shareholder Fund
29
ANNUAL REPORT2014
G R O U P C E O ’ S
B U S I N E S S R E V I E W
B U S I N E S S R E V I E W
Hospitality REIT
On 30 June 2014, FCL, through our
wholly owned subsidiaries Frasers
Hospitality Asset Management Pte.
Ltd. and Frasers Hospitality Trust
Management Pte. Ltd., launched an
initial public offering (IPO) of stapled
securities in Frasers Hospitality
Trust (FHT). FCL received gross
proceeds of S$654.7 million from
the injection of six of our serviced
residences into FHT. FHT’s initial
portfolio also comprised six
international hotel assets injected
by FCL’s majority shareholder, the
TCC Group, making FHT the first
hotel and serviced residence stapled
trust with a global mandate3 to be
listed on the SGX-ST. Following the
successful IPO, which was 19 times
subscribed, FHT was listed on the
Main Board of the SGX-ST on
14 July 2014.
Divestment of CCP
In line with the group’s REIT
strategy, FCL also completed the
divestment of Changi City Point to
FCT during the year. Changi City
Point was held through Ascendas
Frasers Pte. Ltd., a 50:50 joint
venture between FCL and Ascendas
Development Pte. Ltd. FCL’s 50%
share of the gross proceeds from
the divestment was S$152.5 million.
3 Except Thailand
Thrive Parkside, Melbourne, Australia
Why Australia specifically? Australia
is a core market for FCL. The
Group chose to enter the Australian
market over a decade ago due
to favourable fundamentals,
including its transparent regulatory
environment, strong corporate
governance, as well as its deep
and mature property market.
While Australia is not a market
with high margins and growth
rates, the growth there is stable
and sustainable. High margins,
at the end of the day, do not last,
and we want to be in a market for
the long term. We already have
an established platform and good
brand recognition in Australia, but
scale and depth matter in the real
estate business. With scale and
depth, we can do so much more in
Australia, and that is exactly what
the acquisition is about.
30
Which brings me to, why
Australand? Australand’s portfolio
complements FCL’s Australian
business in terms of geography
and product segments; there is
very little overlap in our areas of
business. In addition, Australand has
a platform that is well developed,
scalable, profitable, and an
experienced and well-regarded
management team. So what FCL
acquired is a true quality platform
with immediate scale in Australia.
I am pleased to note that the
acquisition of Australand was
retroactively approved by FCL’s
shareholders at an Extraordinary
General Meeting convened on
12 November 2014.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESG R O U P C E O ’ S
B U S I N E S S R E V I E W
DEVELOPMENT
PROPERTIES
Eight Courtyards, Singapore
Baitang One, Suzhou, China
31
G R O U P C E O ’ S
B U S I N E S S R E V I E W
DEV ELOPMENT
PROP ERTIES
Revenue from development
properties increased by 33% to
S$2,236 million compared to
S$1,682 million last year. This was
attributable to higher development
revenue from overseas projects,
which accounted for 61% of the
Group’s overall development
revenue. This growth was largely
fuelled by completions in Australia,
China and the United Kingdom,
including Central Park and Queens
Riverside in Australia, Chengdu
Logistics Hub and Baitang One
in Suzhou, China, and Riverside
Quarter in the United Kingdom.
In line with revenue growth, PBIT
also increased 29% by S$111 million
to S$491 million. The increase was
partly offset by a decline in revenue
and profitability from Singapore
projects.
As at 30 September 2014,
development properties’
unrecognised revenue stood at
about S$2.2 billion, comprising
about S$1.7 billion in Singapore,
S$400 million in Australia, and
S$100 million in China.
S INGAPORE
In Singapore, we made creditable
sales during the year despite
the additional cooling measures
introduced by the Singapore
government in 2013 and large
supplies entering the market.
In February 2014, we launched
RiverTrees Residences and sold
200 of the 300 units released for
sale on the first day. To-date,
58.3% of the development has
been taken up. It is of paramount
importance to FCL that we keep
our fingers firmly on the pulse of
the market. This way, we are able
to offer residential developments
with the right offerings. RiverTrees
Residences features superior
design and home layouts, as well as
product innovation, with over 80% of
the units enjoying views of tropical
landscaping, pools and the Punggol
Reservoir. We also introduced eight
Cove Houses – unique waterfront
landed houses with reservoir and
greenery frontage. RiverTrees
Residences is a joint development
with Far East Organization and
Sekisui House Ltd.
We also continued to see sales in
other residential developments in
our portfolio. Two developments
launched in 2013, Q Bay Residences
and executive condominium (EC)
Twin Fountains, enjoyed
take-up rates of 99.8% and 88.0%
respectively. On average, our
portfolio of residential development
projects is 95% sold.
During the year, Waterfront Gold,
Eight Courtyards, Flamingo Valley
and our Good Class Bungalows
in Holland Park received their
Temporary Occupation Permits
(TOPs). Together, these yielded
more than 1,400 units.
Watertown, Singapore
32
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESSINGAPORE: Projects currently under development
Effective
interest (%) No. of units
% of units
sold
%
Completion
Ave. selling
price (S$ psf)
Land cost
(S$ psf)
Target
completion date
50.0
50.0
100.0
50.0
50.0
50.0
80.0
100.0
33.3
33.3
33.3
70.0
40.0
361
656
393
563
475
494
728
430
750
632
992
418
496
100.0
100.0
97.7
98.9
100.0
100.0
99.9
97.7
93.5
99.8
99.3
88.0
58.5
100.0
100.0
100.0
81.3
94.0
88.5
82.3
77.7
31.9
48.0
26.9
45.9
0.0
973
807
1,233
1,042
932
910
711
857
1,324
1,032
1,221
744
1,094
240
321
415
240
334
320
270
325
534
418
482
302
533
Completed
Completed
Completed
2QFY2014/15
1QFY2014/15
2QFY2014/15
2QFY2014/15
3QFY2014/15
2QFY2015/16
3QFY2015/16
1QFY2016/17
2QFY2015/16
2QFY2016/17
Project
Waterfront Gold
Eight Courtyards
Flamingo Valley
Waterfront Isle
Seastrand
Boathouse Residences
Twin Waterfalls EC
Palm Isles
eCO
Q Bay Residences
Watertown
Twin Fountains EC
RiverTrees Residences
SINGAPORE: Land bank
Sites
Location
Effective
interest (%)
Est. no.
of units
Est. saleable
area (‘m sq ft)
Land cost
(S$ psf ppr)
Tenure
Est. launch
ready date
North Park Residences
Yishun
100.0
Sembawang EC
Sembawang
80.0
TOTAL
920
670
1,590
0.7
0.7
1.4
$1,077
(includes retail)
Leasehold
2QFY2014/15
$320
Leasehold
2QFY2015/16
Flamingo Valley, Singapore
33
ANNUAL REPORT2014G R O U P C E O ’ S
B U S I N E S S R E V I E W
Central Park, Sydney, Australia
To replenish our landbank, we
secured an EC site in Sembawang
with a bid of S$214 million or
S$320 per sq ft per plot ratio (psf
ppr). We plan to capitalise on the
adjacent Canberra Park, with its
facilities and views, and build
about 670 residences. FCL has a
20% joint venture partner, Keong
Hong Holdings Limited, for this
development.
OVER SEAS
Overseas developments saw an
increase in revenue by
S$1,010 million from S$344 million
last year to S$1,354 million for this
financial year. Consistent with the
increase in revenue, PBIT from
overseas developments saw an
overall increase of S$201 million
from last year. The growth was
largely fuelled by developments
in Australia, China and the United
Kingdom.
34
Australia / New Zealand
We have done well in Australia this
year, achieving sales of over
440 units, and this does not include
Australand. Sales comprised
218 units at Central Park, Sydney;
30 units at Queens Riverside, Perth;
175 units from Putney Hill, Sydney;
two units at Lumiere Residences,
Sydney, and 17 land lots at Frasers
Landing, Mandurah. We also sold
seven land lots at Coast Papamoa
Beach, New Zealand.
Completions in Australia this year
contributed significantly to FCL’s
financial performance in FY2013/14.
Construction was completed for
One Central Park East, Park Lane
and The Mark at Central Park, and
Figtree at Putney Hill in Sydney and
QIII at Queens Riverside in Perth.
New units at Putney Hill and Central
Park will be launched in 2015.
Central Park, Sydney
2014 was a year of achievements for
Central Park, our A$2 billion urban
regeneration project in Sydney.
The completion of One Central
Park’s East tower along with the
completion of the Park Lane and
The Mark towers saw a further
1,188 apartments delivered. Overall,
as at 30 September 2014, 1,428
apartments have been completed
within Central Park with only 24
apartments remaining unsold.
In November, One Central Park
won international recognition
when it was declared the “Best Tall
Building Worldwide” by Chicago’s
Council on Tall Buildings and Urban
Habitat, beating 87 other worthy
developments around the world to
the honour.
In addition, this financial year saw
the opening of the multi-level retail
mall at Central Park with major
tenants including Woolworths
supermarket, Japanese retailer
Daiso, Adidas, Glue, Super Dry and
Footlocker.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESCentral Park, Sydney, Australia
Central Park, Sydney, Australia
Target
completion
date
Completed
Completed
Completed
Completed
2QFY2014/15
3QFY2015/16
3QFY2015/16
A$252
A$257
A$256
A$29
A$29
A$100
A$100
AUSTRALASIA: Projects currently under development
Projects
Location
interest (%) No. of units
Effective
% Sold @
30 Sep 2014
Ave. selling
price
Land cost
One Central Park
Park Lane
The Mark
Queens Riverside (QIII)
Queens Riverside (QII)
Putney Hill (Stage 1)
Putney Hill (Stage 2)
Sydney
Sydney
Sydney
Perth
Perth
Sydney
Sydney
Frasers Landing
Western Australia
Coast Papamoa Beach
New Zealand
37.5
37.5
37.5
87.5
87.5
75.0
75.0
56.3
67.5
623
393
412
267
107
449
15
173
117
98.0
98.0
99.0
87.0
47.7
93.0
60.0
35.0
16.0
A$1,234
A$1,272
A$1,286
A$889
A$837
A$642
A$739
A$424
A$6
1QFY2015/16
NZ$714
NZ$6
NA
AUSTRALASIA: Land bank
Land bank
One Central Park (JV)
One Central Park (Non-JV)
Frasers Landing
Putney Hill (Stage 2)
Queens Riverside (QI)
Broadview Rise
Coast Papamoa Beach
TOTAL
Location
Sydney
Sydney
Western Australia
Sydney
Perth
New Zealand
New Zealand
Effective
interest (%)
37.5
75.0
56.3
75.0
87.5
75.0
67.5
Est. no.
of units
1,1001
5243
418
327
126
29
303
2,827
Est. saleable
area (’m sq ft)
Land cost
1.02
0.3
1.6
0.3
0.1
0.1
1.89
5.29
A$163
A$163
A$6
A$100
A$30
NZ$77
NZ$6
Includes 632 student accommodation units
Includes 0.55 million sq ft of commercial space and 0.26 million sq ft of student accommodation space
1
2
3 Includes 237 student accommodation units
4 This relates to the sale of land lots
35
ANNUAL REPORT2014
G R O U P C E O ’ S
B U S I N E S S R E V I E W
Gemdale MegaCity
Construction continues for
Phase 2 of Gemdale MegaCity,
Shanghai, which is made up of
2,199 high-rise dwelling units of
various sizes. Phases 2A and 2B
were launched in August and
November 2013 respectively.
As at the end of FY2013/14, we had
collectively sold 1,808 (or 82.2%)
out of 2,199 units in Phase 2, with
sales value of over RMB 3.4 billion.
Handover for Phase 2 is expected to
take place in mid-2015.
China
In China, we achieved sales of over
1,900 units for the financial year.
Suzhou Baitang
During the year, 262 units in Phases
1B and 2A, and the newly completed
Phase 2B were sold while Phase 3A,
currently under construction, saw
sales of 252 units.
Chengdu Logistics Hub
Construction was completed for
Phase 2, which comprises two
tower office blocks and an ancillary
retail block with 149 office units and
14 retail units. 59 units were sold in
FY2013/14.
CHINA: Projects currently under development
Location
interest (%) No. of units
Effective
% Sold @
30 Sep 14
Ave. selling
price
(RMB psf)
Land cost
(RMB psf)1
100.0
100.0
100.0
100.0
80.0
45.2
45.2
100.0
426
542
538
360
163
1,065
1,134
706
98.8
96.7
98.5
46.4
64.4
78.8
85.4
35.7
1,243
1,265
1,124
1,272
846
1,539
1,792
1,297
238
236
237
237
30
174
179
237
Target
completion
date
Completed
Completed
Completed
Completed
Completed
3QFY2014/15
4QFY2014/15
4QFY2014/15
Effective
interest (%)
Est. no.
of units
Est. saleable
area (’m sq ft)
Land cost
(RMB psf)1
100.0
45.2
80.0
1,356
3,884
5,240
637
637
5,877
2.0
4.3
6.3
2.8
2.8
9.1
237
179
36
Projects
Baitang One (P1A)
Baitang One (P1B)
Baitang One (P2A)
Baitang One (P2B)
Suzhou
Suzhou
Suzhou
Suzhou
Chengdu Logistics Hub (P2) Chengdu
Gemdale Megacity (P2A)2
Gemdale Megacity (P2B)2
Baitang One (P3A)
Shanghai
Shanghai
Suzhou
CHINA: Land bank
Sites
Baitang One (P3B – 3C)
Gemdale Megacity (P3-6)2
Residential
Location
Suzhou
Shanghai
Chengdu Logistics Hub (P2A & 4)
Chengdu
Commercial
TOTAL
1 Land cost includes land use tax
2 Gemdale MegaCity was accounted as an associate
36
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
Gemdale MegaCity, Shanghai, China
37
ANNUAL REPORT2014G R O U P C E O ’ S
B U S I N E S S R E V I E W
COMMERCIAL
PROPERTIES
Waterway Point, Singapore
Changi City Point, Singapore
38
CO M MERCIAL
PROP ERTIES
Commercial Properties comprise
the retail and office REITs and
non-REIT retail, office and business
space properties.
PBIT from Commercial Properties
rose 8% year-on-year to
S$68 million in FY2013/14 as a
result of higher cost efficiencies
achieved and improved occupancy
rates for the office and business
space portfolio. This was achieved
despite overall revenue being 2%
lower at S$134 million.
On the malls front, occupancy
rates among the Group’s retail
malls in Singapore were also
healthy at close-to-full occupancy.
The Centrepoint is in the midst of
transformation with Metro taking
over from Robinsons as the anchor
tenant. Metro at The Centrepoint
opened its doors in November 2014.
The Group has interests in and/or
manages a global commercial
portfolio of 27 retail, office
and business space properties
(excluding Australand) totalling a
net lettable area of over 8.5 million
sq ft. In Singapore, there are 13
shopping malls marketed under
the ‘Frasers Centrepoint Malls’
brand, one shopping mall each in
China and Australia, and 12 office
and business space properties in
Singapore, Australia, China and
Vietnam.
In particular, One@Changi City,
which is 50%-owned by the
Group, achieved higher average
rental rates and improved cost
efficiency. The majority of our office
and business space properties,
specifically Alexandra Technopark
and Valley Point Office Tower, also
achieved higher rental rates and
boasted close-to-full occupancy.
Our REITs – FCT and Frasers
Commercial Trust (FCOT) also did
well, delivering record-high
full-year distribution per unit (DPU)
in FY2013/14. If the distributable
income from FCOT’s Series A
Convertible Perpetual Preferred
Units had been excluded, income
contribution from the REIT would
have seen a 13% increase due
mainly to stronger operating
performance.
Alexandra Technopark, Singapore
39
ANNUAL REPORT2014G R O U P C E O ’ S
B U S I N E S S R E V I E W
RETAIL
Our portfolio of non-REIT malls
continued to trade well. Valley
Point Shopping Centre, a 15-year
old development, has undergone
upgrading works to rejuvenate the
mall and keep it in sync with the
surrounding developments.
We look forward to the completion
of construction of Waterway Point,
a new mall with over 370,000 sq ft
of net lettable area, at Punggol New
Town. Waterway Point is expected
to obtain its TOP in the second half
of 2015. Leasing is underway with
Uniqlo, NTUC Fairprice and Shaw
Theatre Cinema confirmed as
anchor tenants.
In August, we unveiled Northpoint
City, a new integrated development
in Yishun. The mall at Northpoint
City will be integrated with the
existing Northpoint Shopping
Centre. Combined, our Northpoint
City mall will be the largest mall
in the north of Singapore with over
500 retail shops. The mall will be
integrated with a new air-conditioned
bus interchange, have a direct
shopping underpass link to Yishun
MRT station, and will feature
Nee Soon Central Community
Club, the first community club in
a mall, as well as a town square
the size of ten basketball courts
for community activities. Above
these sits a 920-unit private
residential development, North
Park Residences. Once completed
in 2018, Northpoint City will become
the new “Heartbeat of the North”.
Frasers Centrepoint Trust
FCT delivered another strong set of
results for the year with new highs
in DPU, income and NAV. Its gross
revenue for FY2013/14 rose by 6.8%
over the previous year to
S$168.8 million, and net property
income (NPI) was up 5.8%
year-on-year to S$118.1 million.
Its DPU for FY2013/14 was a
record-high at 11.187 Singapore
cents. NAV per unit of S$1.85 was
also up from S$1.77 a year ago.
The growth in revenue and net
property income was driven by
Changi City Point, which was
acquired from Ascendas Frasers
Pte. Ltd.4 in June 2014 for
S$305 million, as well as the rental
step-up of current leases and better
rental rates achieved for new and
renewed leases.
FCT’s overall occupancy for its
portfolio of six malls stood at 98.9%
as at 30 September 2014. Causeway
Point and Northpoint registered
occupancy of 99.8% and 99.4%,
respectively, the highest among the
six malls in FCT’s portfolio. For the
full year, the portfolio achieved 6.5%
increase in average rental for lease
renewals, compared to 7.7% in the
previous year.
4 Ascendas Frasers Pte. Ltd. is a 50:50
joint venture between FCT’s sponsor,
Frasers Centrepoint Limited, and Ascendas
Development Pte. Ltd
Northpoint City, Singapore
40
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESB U S I N E S S R E V I E W
China Square Central, Singapore
OFFICE AND BUSINESS
SPACE
Alexandra Point and Valley Point
Office Tower achieved occupancies
of 100.0% and 98.0% respectively.
Me Linh Point in Ho Chi Minh City
had 100% occupancy while Chengdu
Logistics Hub had 74.4% occupancy.
Piling has commenced for
Frasers Tower, our Grade A office
development at Cecil Street. When
completed, it will be FCL’s largest
office property in Singapore with
an estimated net lettable area of
670,000 sq ft. The development will
have a two-storey retail podium
and is expected to obtain its TOP in
2018.
Frasers Commercial Trust
FCOT hit new highs with a distributable
income of S$57.3 million and DPU
of 8.51 Singapore cents for the full
year. The DPU of 8.51 Singapore
cents marks the fifth consecutive
year of DPU growth since the
completion of the recapitalisation
exercise in 2009. These were also
the highest distributable income
and DPU achieved since FCOT was
listed on the SGX-ST in 2006. The
full year NPI on a cash basis5 was
S$88 million, a 2.4% increase
year-on-year. Meanwhile NAV per
unit of S$1.59 was up from S$1.57
the previous year.
FCOT’s good performance was
driven mainly by the properties in
Singapore that continued to benefit
from the positive momentum in the
Singapore office market. Properties
in FCOT’s portfolio enjoyed 96.5%
average occupancy as at
30 September 2014. China Square
Central, especially, continues
to reap the benefits from the
positive effects of the China Square
Precinct Master Plan, and asset
enhancement initiatives that were
completed a year ago. With the low
passing rents of expiring leases
in the coming year, the properties
in Singapore are also poised to
benefit from the continuous uptrend
in rentals for the Singapore office
space.
Similarly, following the expiry of
the master lease at Alexandra
Technopark, there will be a
significant uplift in income for
Alexandra Technopark. The property
is poised to capture the potential
upside in rentals given the lack of
new supply of independent
high-specs space in the Alexandra
Precinct and the low passing rents
of expiring underlying leases in
FY2014/15.
5 Excluding the effects of recognising accounting
income on a straight line basis
41
ANNUAL REPORT2014G R O U P C E O ’ S
B U S I N E S S R E V I E W
COMMERCIAL PORTFOLIO
Properties
SINGAPORE: REIT (Frasers Centrepoint Trust)
Anchorpoint
Bedok Point
Causeway Point
Northpoint
YewTee Point
Changi City Point
SINGAPORE: Non-REIT retail assets
Compass Point
Eastpoint Mall
Robertson Walk
The Centrepoint
Valley Point (Retail)2
Waterway Point3
Northpoint City (Retail)3
OVERSEAS: Non-REIT retail assets
China, Beijing - Crosspoint (classified as held for sale)
Australia, Sydney - Central (classified as held for sale)
Total RETAIL
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 Tower
ONE@Changi City (Office)
51 Cuppage Road
Frasers Tower3
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 Hub
(classified as held for sale)
Vietnam, Ho Chi Minh City - Me Linh Point
Total OFFICE/BUSINESS PARK
Australia, Australand Group
Total COMMERCIAL PROPERTIES
Effective
interest at
30 Sep 14 (%)
Book value
(S$’m)
Net lettable
area
(sq ft)
Occupancy
FY2014 (%)
FY2013 (%)
41.2
41.2
41.2
41.2
41.2
41.2
19.0
0.0
100.0
100.0
100.0
33.3
100.0
100.0
37.5
27.6
27.6
27.6
100.0
100.0
50.0
100.0
100.0
27.6
13.8
80.0
75.0
100.0
93
120
1,058
655
168
306
540
NA
115
646
44
782
NA4
70,989
82,713
416,581
235,850
73,670
207,239
266,586
214,161
97,044
335,080
29,234
371,000
330,000
53
138
4,718
156,336
143,129
3,029,612
134
503
579
289
251
300
400
974
71,796
1,045,227
372,452
199,380
183,109
657,648
276,439
670,000
97.8
98.2
99.8
99.4
96.6
97.9
98.9
NA
100.0
61.4
81.2
NA
NA
98.0
72.0
100.05
96.96
98.8
100.0
98.0
94.1
61.2
NA
233
7518
433,182
713,6808
100.0
88.6
$82
$50
4,546
703,981
188,896
5,515,790
74.4
100.0
96.9
96.7
99.5
99.3
92.7
97.91
100.0
NA
98.5
97.7
100.0
NA
NA
92.0
NA
100.0
100.07
93.5
100.0
91.0
91.0
74.0
NA
100.0
93.5
78.0
100.0
2,766
12,030
12,774,103
21,319,505
94.5
95.39
1 Prior to the divestment to FCT on 16 June 2014
2 Undergoing asset enhancement
3 Currently under development
4 The land acquisition is pending completion
5 Based on the committed occupancy as at 30 September 2014
6 Based on the underlying leases of Alexandra Technopark. On 25 August 2014, the master lease with Orrick Investments Pte Ltd expired and
was not renewed
7 Based on the master lease at Alexandra Technopark
8 Represents 100% indirect interest in the asset. FCOT only has 50% indirect interest in the asset
9 Prior to the acquistion of Australand
42
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
B U S I N E S S R E V I E W
C H A N G I C I T Y P O I N T
S I N G A P O R E
43
G R O U P C E O ’ S
B U S I N E S S R E V I E W
HOSPITALITY
Fraser Suites, New Delhi, India
Fraser Suites, Sydney, Australia
Modena by Fraser, Wuhan, China
44
HOSPITALITY
FCL’s Hospitality segment delivered
strong operational performance
throughout the year, with revenue
climbing 46% compared to last year.
The Group acquired operating
companies that are the master
lessees for six hotels owned by
Frasers Hospitality Trust (FHT),
resulting in a new stream of
revenue to the Group. Revenue
was also higher on the back of
improved occupancies, particularly
at Fraser Suites Queens Gate,
United Kingdom, Fraser Place
Melbourne and Fraser Suites Perth,
Australia. These increases partially
offset the reduced contributions
resulting from the divestment of six
serviced residences into FHT and
stiff competition in the Singapore
market.
GROWING O UR H O SPITAL IT Y
PORT FOLIO
Over the financial year, Frasers
Hospitality grew its portfolio
through acquisitions in Europe
and Australia and new sign-ups
across Europe, North Asia and
South-East Asia, including the asset
management of newly acquired
436-room Sofitel Wentworth Sydney,
an iconic fixture in the downtown
Sydney skyline. In April, Frasers
Hospitality’s second property in
Jakarta, Fraser Residence Menteng
Jakarta was opened.
Frasers Hospitality’s European
portfolio was further augmented
by the acquisition of properties in
Frankfurt, Germany and Barcelona,
Spain, both to be branded Capri by
Fraser, and one in Berlin, Germany
which will be branded Fraser
Place Berlin. The Fraser-branded
properties in the UK also enjoyed
strong occupancies, benefitting
from the Commonwealth Games
earlier this year.
has also exceeded its occupancy
targets. This has resulted in the
growth of the brand through
both management contracts and
acquisitions, with Capri by Fraser
Barcelona, Spain, Capri by Fraser,
Brisbane, Australia and Capri by
Fraser, Frankfurt, Germany slated
to open in 2015.
In addition, our hospitality division
deepened its presence in China’s
second tier cities with new sign-ups
for Fraser Place Nanchang, Fraser
Residence Chengdu, Fraser Suites
Kunming, Fraser Suites Tianjin,
Fraser Suites Hefei as well as the
recent openings of Modena by
Fraser Wuxi and Modena by Fraser
Wuhan. We will also be adding
another two managed properties in
Bangkok, Thailand to our hospitality
portfolio.
The Capri by Fraser brand, with
its design-led concept, has been
positively received as evidenced by
the strong occupancies in Capri by
Fraser, Changi City, Singapore and
Capri by Fraser, Ho Chi Minh City,
Vietnam. The recently opened Capri
by Fraser, Kuala Lumpur, Malaysia
As at 30 September 2014, Frasers
Hospitality has interest in and/or
manages over 11,000 serviced
apartments/hotel rooms in more
than 35 cities and has signed up
over 7,700 units that are expected to
progressively begin operations from
2015 onwards.
Capri by Fraser, Kuala Lumpur, Malaysia
45
ANNUAL REPORT2014G R O U P C E O ’ S
B U S I N E S S R E V I E W
G R O U P C E O
B U S I N E S S R E V I E W
Sofitel Sydney Wentworth, Sydney, Australia
SERVICED RESIDENCES - Owned Properties
Country
Property
Australia
Fraser Suites Perth
Fraser Place
Melbourne
Sofitel Sydney
Wentworth
Capri by Fraser,
Brisbane
Fraser Suites Beijing
Fraser Residence
Sudirman Jakarta
Fraser Suites
Kensington
China
Indonesia
London
Philippines
Fraser Place Manila
Spain
Singapore
Capri by Fraser,
Barcelona
Capri by Fraser,
Changi City
Fraser Place
Singapore
Effective
interest (%)
No. of
units
Occupancy
FY2014 (%) FY2013 (%)
Average daily rate
FY2014
FY2013
Book value
at 30 Sep 14
87.5
100.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
50.0
100.0
236
112
436
239
357
108
70
89
97
313
163
86.9
91.1
87.2
NA
84.1
83.6
81.6
87.3
70.0
83.3
69.8
65.0
75.0
NA
NA
82.0
93.0
84.0
86.0
NA
77.0
76.0
A$288.0
A$138.7
A$322.0
NA
A$270.6
A$142.4
NA
NA
A$124.6m
A$29.0m
A$200.0m
A$54.0m
RMB831.3
RMB841.8
RMB1,183.0m
US$142.3
US$134.4
US$33.9m
£268.1
£252.5
£109.2m
PHP7,131.5
€115.5
PHP7,117.4
NA
PHP1,256.0m
€15.5m
$257.5
$248.4
$97.4m
$382.3
$366.4
$210.0m
Total number of rooms owned
2,220
46
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESB U S I N E S S R E V I E W
B E S T W E S T E R N C R O M W E L L
L O N D O N , U N I T E D K I N G D O M
G R O U P C E O
B U S I N E S S R E V I E W
47
G R O U P C E O ’ S
B U S I N E S S R E V I E W
SERVICED RESIDENCES - Under Management
Country
Bahrain
China
France
Hungary
Indonesia
India
Japan
UK
Malaysia
Qatar
Singapore
Property
Fraser Suites Bahrain
Fraser Place Shekou, Shenzhen
Fraser Residence Shanghai
Fraser Suites Shanghai
Fraser Residence CBD East, Beijing
Fraser Suites Nanjing
Modena by Fraser Shanghai Putuo
Modena by Fraser Heping Tianjin
Fraser Suites Chengdu
Fraser Suites Suzhou
Modena by Fraser Jinjihu Suzhou
Fraser Suites Guangzhou
Modena by Fraser Wuxi New District
Modena by Fraser Wuhan
Fraser Suites Harmonie, Paris
Fraser Suites Le Claridge, Paris
Fraser Residence Budapest
Fraser Residence Menteng, Jakarta
Fraser Suites New Delhi
Fraser Residence Nankai Osaka
Fraser Residence Prince of Wales, London
Fraser Residence Bishopgate, London
Fraser Residence Blackfriars, London
Fraser Residence Monument, London
Fraser Residence City, London
Fraser Place Kuala Lumpur
Capri by Fraser, 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 Nandaemum, Seoul
Fraser Suites Sukhumvit, Bangkok
Fraser Place Anthill Istanbul
Fraser Suites Dubai
Fraser Suites Hanoi
Capri by Fraser, Ho Chi Minh City
No. of units
91
232
324
186
228
210
348
104
360
276
237
332
120
170
134
110
51
128
92
114
18
26
12
14
22
315
240
138
50
72
213
254
252
163
116
180
185
175
Total number of rooms (under management)
6,292
48
Capri by Fraser, Barcelona, Spain
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESB U S I N E S S R E V I E W
Fraser Residence Menteng, Jakarta, Indonesia
Capri by Fraser, Barcelona, Spain
Modena by Fraser, Wuxi, China
49
ANNUAL REPORT2014G R O U P C E O ’ S
B U S I N E S S R E V I E W
FRAS ER S HOS PITALITY T RUS T
FHT is Singapore’s first global hotel
and serviced residence hospitality
trust to be listed on the Main
Board of the SGX-ST. FHT offers
investors an opportunity to invest
in a geographically diversified and
balanced portfolio of quality assets
to take advantage of favourable
hospitality sector fundamentals of
the key gateway cities in which the
assets are located.
The REIT’s balanced and
well-diversified initial portfolio
comprises six hotels and six serviced
residences. Valued at approximately
S$1.7 billion6, FHT’s initial portfolio
of properties collectively has 1,928
hotel rooms and 842 serviced
residence units, and total gross floor
area of approximately 3.8 million sq
ft. Each of these quality assets is
located in prime locations within key
gateway cities, and is managed by
globally renowned hotel and serviced
residence operators including the
award-winning Frasers Hospitality
Pte Ltd.
Fraser Suites Glasgow, Scotland
In line with the growth of Frasers
Hospitality division, FHT is
well-positioned to grow through
both organic and inorganic
opportunities with further
expansion supported by a robust
pipeline of right-of-first-refusal
properties located across ten
countries, granted by FCL and
strategic partner, the TCC Group.
6 The Initial Portfolio is valued at approximately
S$1,666.5 million, based on the higher of
the two independent appraisal values for the
Properties and exchange rates as at 27 June
2014. The appraisal values of the Properties
are as at 31 March 2014 for Novotel Rockford
Darling Harbour and Fraser Suites Sydney
and as at 31 December 2013 for the remaining
Properties.
SERVICED RESIDENCES - Held Through Frasers Hospitality Trust
City
Singapore
Property
InterContinental Singapore
Fraser Suites Singapore
Kuala Lumpur
The Westin Kuala Lumpur
Kobe
Sydney
Glasgow
Edinburgh
London
Ana Crowne Plaza Kobe
Fraser Suites Sydney
Novotel Rockford Darling Harbour
Fraser Suites Glasgow
Fraser Suites Edinburgh
Fraser Suites Queens Gate, London
Best Western Cromwell London
Park International London
Fraser Place Canary Wharf, London
Effective
interest (%)
No. of units
22.0
22.0
22.0
22.0
22.0
22.0
22.0
22.0
22.0
22.0
22.0
22.0
406
255
443
593
201
230
98
75
105
85
171
108
Book value
as at 14 Jul 14
$497.1m
$327.0m
MYR455.0m
¥11,200.0m
A$103.5m
A$66.0m
£7.5m
£11.5m
£46.3m
£17.0m
£39.3m
£31.5m
Total number of rooms owned & managed
2,770
50
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESB U S I N E S S R E V I E W
G R O U P C E O ’ S
B U S I N E S S R E V I E W
AUSTRALAND
Freshwater Place, Melbourne, Australia
Coles Parkinson, Queensland, Australia
Clemton Park Village, Sydney, Australia
51
G R O U P C E O ’ S
B U S I N E S S R E V I E W
Discovery Point, Sydney, Australia
including 16 at Greenvale, 14 at
Clyde North, 11 at Croydon and
13 at Cranbourne; in Queensland,
Hamilton Reach sold 21 apartments
and on the Gold Coast COVA sold 16
town houses; and in Perth, Western
Australia our joint-venture
master-planned land project at
Baldavis East sold 15 lots.
As at 30 September 2014,
Australand’s Residential Division
had contracts on hand of
S$1.7 billion and a development
pipeline with estimated gross
development value of S$10.4 billion.
AUSTRALAND
Australand became a member of
the Group after the share transfer
was completed on 29 August 2014.
Australand is one of Australia’s
leading diversified property
groups and has been involved in
property development for more
than 90 years. Its operations, which
include development of residential
land, housing and apartments,
development of, and investment in
income producing commercial and
industrial properties, and property
management, are located in Sydney,
Melbourne, South-East Queensland,
Adelaide and Perth.
In the one month that Australand
was a member of the Group,
Australand contributed revenue of
S$47 million and PBIT of
S$6 million.
RESID ENTIAL PRO PERT IES
Australand is one of the top five
residential developers in Australia
with a pipeline of more than 20,000
lots to be developed over the next
five to seven years. Almost
two-thirds of the pipeline is in
the form of master-planned
residential land projects and the
remainder medium-density urban
infill projects in Australia’s largest
population centres – Sydney,
Melbourne, South-East Queensland
and Perth.
In Australand’s one month as
part of the Group, 225 sales were
achieved across an active portfolio
of 41 projects worth S$110.4 million.
Highlights for the month included
the sale of 33 apartments at
Discovery Point, Sydney and
34 low-rise apartments at Clemton
Park, also in Sydney; in Victoria,
20 apartments sold at Parkville,
Melbourne and four master-planned
land projects contributed 54 sales
52
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESB U S I N E S S R E V I E W
COM ME RCIAL AND
INDUST RIAL PR OPE RT IES
Australand’s Commercial and
Industrial (C&I) development
division controls 25.9 million sq ft
of industrial developable land and
1.1 million sq ft of future office
development. The division has an
integrated development platform
providing end-to-end capabilities,
and is a market leader in the
Australian industrial sector. The
C&I division has a solid forward
workload of 2.0 million sq ft across
15 projects, mainly located along
the eastern seaboard with Sydney
and Melbourne generating the bulk
of activity. As at 30 September 2014,
the C&I division had a development
pipeline with an estimated gross
development value of S$2.0 billion.
AUSTRALAND: Land bank
Country
Site2
Australia (Australand - Residential)
Beveridge - L, VIC
Clyde North - L, VIC
Wallan - L, VIC
Shell Cove - L, NSW
Yanchep - L, WA
East Baldivis - L, WA
Burwood East - H/MD, VIC
Ashlar - L and H/MD, NSW
Discovery Point - HD, NSW
Point Cook - L, VIC
Parkville - H/MD, VIC
Cockburn Central - H/MD, WA
Hamilton - H/MD, QLD
Botany - H/MD, NSW
Sunbury - L, VIC
North Ryde - H/MD, NSW
Hope Island - L and H/MD, QLD
Park Ridge - L, QLD
West Baldivis - L, WA
Carlton - H/MD, VIC
Greenvale - L, VIC
Port Coogee - L, WA
Westmeadows - H/MD, VIC
Clemton Park - H/MD, NSW
Cranbourne West - L, VIC
Avondale Heights - H/MD, VIC
Discovery Point - HD, NSW
Croydon - L, VIC
Lidcombe - H/MD, NSW
Sunshine - H/MD, VIC
Port Coogee - L, WA
Ivadale Lakes - L, QLD
Includes 100% of joint arrangements (Joint operation-JO and Joint venture-JV) and PDAs
1
2 L - Land, H/MD - Housing / medium density, HD - High density
Effective
interest (%)
Est total
no. of lots1
Est.
saleable area
(’m sq ft)
50.0
50.0
50.0
50.0
Mgt rights
50.0
100.0
100.0
100.0
50.0
50.0
100.0
100.0
100.0
100.0
50.0
100.0
100.0
100.0
65.0
100.0
100.0
100.0
50.0
100.0
100.0
50.0
50.0
100.0
50.0
50.0
100.0
3,800
2,145
1,270
1,019
1,000
935
790
779
660
601
559
464
460
445
391
374
373
371
363
349
319
290
202
182
153
135
97
89
80
78
88
50
NA
NA
NA
NA
NA
NA
1
NA
0.5
NA
0.4
0.2
0.4
0.4
NA
0.3
NA
NA
NA
0.2
NA
NA
0.7
0.8
NA
0.2
0.1
NA
0.1
0.3
NA
NA
53
ANNUAL REPORT2014G R O U P C E O ’ S
B U S I N E S S R E V I E W
Some of the division’s current
projects include a 484,376 sq ft
distribution centre at Eastern Creek,
New South Wales (NSW), which
upon completion will be leased to
TTi Logistics for seven years;
a 176,270-sq-ft Distribution Centre
at Eastern Creek, NSW which
upon completion will be leased to
Fisher & Paykel for ten years; a
411,450-sq-ft industrial facility at
Truganina, Victoria which will be
leased in part to MaxiPARTS; and a
178,175-sq-ft office and warehouse
facility at Winston Hills, NSW
leased to Toshiba for 15 years and
Australian Geographic for ten years.
INV ES TM ENT PROPE RTI ES
The S$2.8-billion Australand
Investment Property portfolio
comprises prime commercial and
industrial assets predominantly
located along Australia’s eastern
seaboard. The portfolio has been
primarily internally developed by
Australand’s C&I division and is
weighted 51% industrial and 49%
commercial. The portfolio tenancy
profile is of a high quality with
86% of income sourced from
ASX-listed companies, federal and
state governments and multi-national
corporations. Occupancy is at 94.5%
with an average weighted average
lease to expire (WALE) of 5.1 years.
The average commercial portfolio
NABERS sustainability rating is
4.47 stars, which is above
Australand’s industry peers.
Some of the recent activities within
the Investment Property portfolio
included the lease renewal of SP
Services at 2 Southbank Boulevard,
Southbank, Victoria of over
87,285 sq ft; a new ten-year
lease plus building extension
at Dandenong South, Victoria
of an over 279,862-sq-ft (upon
completion) facility leased to
Danks (a division of Woolworths);
and a five-year lease renewal with
Tyres 4 You at 150 Atlantic Drive,
Keysborough, Victoria.
Site
Truganina, VIC
Yatala, QLD
Keysborough, VIC
Western Sydney Parklands Trust, NSW
Burbridge Business Park, SA
Eastern Creek, NSW
Eastern Creek, NSW
Pinkenba, QLD
Effective
interest (%)
100.0
50.0
100.0
PDA1
50.0
100.0
50.0
100.0
Berrinba (Crestmead), QLD
Option
Beverley, SA
Derrimut, VIC
Berrinba, QLD
Parkinson, QLD
Rowville, VIC
Winston Hills, NSW
Pinkenba, QLD
Mulgrave, VIC
Richlands, QLD
Macquarie Park, NSW
Altona, VIC
Gillman, SA
Berwick, VIC
100.0
100.0
100.0
50.0
100.0
100.0
50.0
50.0
100.0
50.0
100.0
50.0
100.0
Est.
saleable area
(’m sq ft)
5.4
3.9
4.6
2.1
1.7
1.7
1.2
0.9
0.7
0.4
0.4
0.4
0.3
0.3
0.3
0.3
0.3
0.2
0.2
0.2
0.2
0.1
Type
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Industrial
Office
Industrial
Office
Industrial
Industrial
Industrial
AUSTRALAND: Land bank
Country
Australia (Australand - C&I)
1 Project development agreement
54
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESB U S I N E S S R E V I E W
P O R T C O O G E E
W E S T E R N A U S T R A L I A
55
G R O U P C E O ’ S
B U S I N E S S R E V I E W
over 7,700 signed-up serviced
apartments pending openings
are expected to progressively
commence operations from 2015
onwards. The Group will continue
to strive towards its target of 30,000
serviced apartments/hotel rooms
under management by 2019.
I see FY2013/14 as a milestone year
for FCL in achieving a new level
of growth, and we look forward to
exciting years ahead as we continue
to execute on our growth strategies.
Northpoint City, Singapore
LOOK ING AH EAD
Australia is a core market for FCL
where the Group sees exciting
prospects for sustainable growth.
With the acquisition of Australand,
FCL has a platform that takes our
Australian business to the next
level in every way, from the scale
of operations, to scope of activities,
to the Group’s ability to compete
and more importantly, our ability to
attract and retain the best people.
Having the right organisational
structure and management team
in place is critical to achieving
the Group’s growth ambitions in
Australia. On 3 November 2014,
FCL announced that Bob Johnston,
Managing Director of Australand,
will lead the Group’s combined
business in Australia.
56
On the development front in
Singapore, the progress of
Northpoint City is on track with
construction expected to commence
in FY2014/15. Meanwhile in our
overseas markets, there are
numerous scheduled completions
in Australand’s development
portfolio in FY2014/15. The Group’s
unrecognised development revenue
totalled S$3.9 billion at the end
of FY2013/14. This unrecognised
development revenue, as well as
scheduled completions from its core
overseas markets, will continue
to support FCL’s development
properties business.
On the hospitality front, the Group
has increased its portfolio to over
11,000 serviced apartments/hotel
rooms under management in
more than 35 cities, following the
launch of new properties in China,
Indonesia and Malaysia, as well
as the listing of FHT. In addition,
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESB U S I N E S S R E V I E W
F R A S E R R E S I D E N C E
K U A L A L U M P U R , M A L A Y S I A
57
I N V E S T O R
R E L A T I O N S
During the year, we also extended
our REIT strategy through the
listing of Frasers Hospitality
Trust, as well as strengthened
our position in Australia, a core
market for FCL, through the
acquisition of Australand Property
Group. Throughout these two
developments, we provided
timely and accurate disclosures
and updates via announcements
on SGXNet. Where appropriate,
we also supplemented the
announcements with press releases
and presentations to enhance
understanding of the developments.
Both these developments had
elements that were subject to
shareholders’ approvals. We
despatched the relevant notices
and circulars to shareholders
within the requisite period of time
before the respective extraordinary
general meeting (EGM) to provide
shareholders with adequate time
to read the materials and consider
the developments. The EGMs were
well-attended by shareholders, who
were able to speak with the Board of
Directors, including the Chairman.
PR OACTI VE A ND REGUL AR
EN GAGEM ENT
As part of our ongoing regular
updates on our business, we
announce our financial performance
on SGXNet every quarter, along with
a press release and presentation.
We also host quarterly conference
calls, during which members of our
senior management team present
highlights of our financial results
and answer questions posed by
analysts and institutional investors.
We also host in-person briefings on
our half-year and full-year results,
which are attended by analysts,
institutional investors and the
media. A concurrent dial-in facility
is also offered for those who wish to
attend the briefing, but are unable
to do so in person.
All the materials related to FCL’s
quarterly announcements on our
financial performance, as well as a
webcast of the FY2013/14 full-year
results presentation, are publicly
available via FCL’s corporate
website (fraserscentrepoint.com).
The website serves as a resource
centre from which the public can
access information about FCL. In
addition to the aforementioned
resources, the website also contains
fact sheets about FCL, and provides
more insighs into our business and
properties.
In addition, over the course of
the year, FCL participated in
149 meetings with analysts and
institutional investors to facilitate
understanding of our activities and
growth plans.
For enquiries on Frasers
Centrepoint Limited, please
contact:
Ms Gerry Wong
Head, Group Communications
Tel: (65) 6276 4882
Email: ir@fraserscentrepoint.com
OVER VI EW
FCL’s investor relations (IR) team is
focussed on proactively engaging
the financial and investment
community as well as the media
to generate awareness and
understanding of FCL’s business
model, competitive strengths,
growth strategy, and investment
merits; as well as garner feedback
for consideration.
The senior management and IR
teams regularly engage these
stakeholders through multiple
platforms. These include
one-on-one meetings, results
calls and briefings, post-results
luncheons, non-deal roadshows
and conferences. In addition, we
organise site visits to our properties
to help stakeholders better
understand our business.
Recognising our commitment
to corporate transparency, the
Securities Investors Association
(Singapore) conferred FCL the Most
Transparent Company Award 2014,
in the New Issues category, at the
15th Investors’ Choice Awards.
FOCUSSED O N C OR POR AT E
TRANS PARE NCY
FY2013/14 was an eventful year
for FCL, with a number of major
corporate developments. To begin
with, we were demerged from
our previous parent company
Fraser and Neave, Limited, and
independently listed on 9 January
2014. Believing in the importance
of being transparent with our new
direct shareholders, we voluntarily
prepared a comprehensive
annual report for FY2012/13, the
last financial year before our
independent listing, and published it
on 8 January 2014.
58
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESFCL’S CLOSING PRICE AND TRADING VOLUME IN FY2013/14
FCL SP Equity - Last Price 1.700
1.975
High on 05/22/14
Average
1.679
1.400
Low on 02/10/14
FCL SP Equity - Volume
High on 09/19/14
Average
Low on 06/19/14
0.055m
6.311m
0.780m
61000
JAN 15
JAN 30
FEB 14
FEB 28 MAR 14
MAR 31
APR 15
APR 30 MAY 15
MAY 30
JUN 16
JUN 30
JUL 15
JUL 31
AUG 15
AUG 15
SEP 15
SEP 30
BROKERAGES COVERING FCL
(AS OF 30 SEPTEMBER 2014)
FY2013/14 INVESTOR RELATIONS
CALENDAR
1. Bank of America Merrill Lynch
2. CIMB Research
3. CLSA
4. Daiwa Capital Markets
5. DBS Bank
Jan 14
Feb 14
Feb 14
Listing on SGX-ST Main Board
Release of 1Q FY2013/14 results
Investor meetings in Singapore, Kuala
Lumpur and Hong Kong
Mar 14 Daiwa Investment Conference Tokyo 2014
May 14 Release of 2Q FY2013/14 results
Investor meetings in Singapore,
May 14
Amsterdam, Edinburgh and London
Citi Asia Pacific Property Conference 2014,
Hong Kong
Jun 14
Aug 14 Release of 3Q FY2013/14 results
Sep 14
Investor meetings in Singapore
2.000
1.900
1.800
1.700
1.600
1.500
1.400
6M
4M
2M
59
ANNUAL REPORT2014T R E A S U R Y
H I G H L I G H T S
The Group aims to maintain a prudent and efficient
financial structure to ensure that it will be able
to access adequate capital at favourable terms.
Our newly acquired subsidiary Australand and our
three main businesses, Development Properties,
Commercial (Retail and Office), Hospitality and the
Asset Management of the three REITs generates cash
flows for the Group in Singapore and over 35 cities
around the world. Management monitors the Group’s
cash flow position, debt maturity profile, funding cost,
interest rate exposures and overall liquidity position
on a continuous basis. To ensure that the Group has
adequate overall liquidity to finance its operations
and investment requirements, the Group maintains
available banking facilities with a large number of
banks globally. The Group also taps the debt capital
markets through its Medium Term Notes (MTN)
programmes. In September 2014, the Group raised
S$600 million in Perpetual Hybrid Securities that was
non-callable until year 5 with interest step up in Year
10. In October 2014, the Group issued S$200 million of
seven-year 3.95% fixed-rate notes.
In FY2013/14, the Group improved its capital position
(net worth increased 29% from S$5,451 million to
S$7,033 million) and cash balance (from S$507 million
to S$884 million). The capital position was improved from
S$670 million of capital infusion from Fraser and Neave,
Limited prior to the FCL listing in January 2014,
the issuance of Perpetual Securities of S$600 million
in September 2014 and retained earnings for the year.
Net Group Borrowings had increased from
S$3.145 billion to S$6.733 billion during the year with
the incremental addition of Australand’s debt and the
acquisition financing for Australand (S$1.8 billion). The
increased cash balance was attributed to cash collection
from the strong pipeline of pre-sold development
projects in Singapore and overseas, stable cash
flow generated from investment properties and the
monetisation of assets.
Interest cost in FY2013/14 was S$94 million (of which
S$51 million was capitalised), 36.9% lower than the
previous year’s interest cost of S$149 million (of which
S$70 million was capitalised) mainly due to a higher
proportion of floating rate debt.
SOURC E OF FUNDI NG
Besides cash flow from our businesses, the Group also
relies on the debt capital markets, equity markets and
bilateral banking facilities for its funding. As at
30 September 2014, the Group has S$2.1 billion in
banking facilities and S$2.3 billion in MTN programme
that may be used/issued to meet the funding
requirements of the Group.
AVAI LA B LE B ANK LI NE S B Y B ANKS A S AT
30 SEPTEM BER 2014
The Group maintains an active relationship with a
network of more than 25 banks globally, located in
various countries where the Group operates. Our
principal bankers include Australia and New Zealand
Banking Group Limited, DBS Bank Ltd, National
Australia Bank Limited, Oversea-Chinese Banking
Corporation Limited, Standard Chartered Bank,
Sumitomo Mitsui Banking Corporation, United Overseas
Bank Limited and Westpac Banking Corporation.
The Group continues to adopt the philosophy of
engaging the banks as our core business partners.
We continue to receive very strong support from our
relationship banks across all segments of the Group’s
businesses. Total banking facilities (utilised and
unutilised) extended to the Group as at 30 September
2014 amounted to S$11 billion. The principal bankers
of the Group provided 83% of these banking facilities.
All banking relationships for the entire Group are
maintained by Corporate Treasury in Singapore.
D EBT CA PI TA L MARKE TS
The Group has various MTN programmes in place to tap
the debt capital market. FCL Treasury Pte Ltd has an
updated S$3 billion MTN programme. Our associates,
Frasers Centrepoint Trust and Frasers Commercial
Trust each has a S$1 billion MTN programme.
60
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
DEBT MATURITY PROFILE (S$m)
GEA RING A ND INTERE ST COVER
1,920
1,595
1,494
1,318
1,212
2,500
2,000
1,500
1,000
500
< 1 Yr
1 to 2 Yrs 2 to 3 Yrs 3 to 4 Yrs 4 to 5 Yrs
> 5 Yrs
Average Maturity – 2.8 years
77
INT ER EST RATE PR OF ILE AND DE R IVAT IV ES
The Group manages its interest cost by maintaining a
prudent mix of fixed and floating rate borrowings. On
a portfolio basis, 35% of the Group’s borrowings are in
fixed rates (including floating rate borrowings that have
been fixed with interest rate swaps) with an average
fixed rate tenor of 3.5 years as at 30 September 2014.
The remaining 65% of the Group’s borrowings are in
floating rates as at 30 September 2014. The floating
rate loan portfolio allows the Group to maintain a
flexible maturity profile to support divestments and
cash inflows from sales of development property where
debt can be reduced quickly.
In managing the interest rate profile, the Group takes
into account the interest rate outlook, expected cash
flow generated from its business operations, holding
period of long-term investments and any acquisition
and divestments plans.
The Group makes use of interest rate derivatives for the
purpose of hedging interest rate risks and managing
its portfolio of fixed and floating rate borrowings.
The Group does not engage in trading in interest rate
derivatives. The Group’s total interest rate derivatives
and the mark-to-market values as at 30 September
2014 are disclosed in the financial statement in Note 37.
The Group aims to keep the Group’s net gearing to
equity at 80% to 100%. As at 30 September 2014, this
ratio was 95%. Total interest paid during the year
amounted to S$94 million, of which S$51 million was
capitalised as part of Properties Under Development.
The net interest charged to profit statement for the
year was S$43 million and the net interest cover over
earnings before interest and tax was at 16 times.
FOREI GN EXCHA NGE RISKS A ND D ERI VATIVES
The Group has exposure to foreign exchange risk
as a result of transactions denominated in foreign
currencies, arising from normal trading and investment
activities. Where exposures are certain, it is the Group’s
policy to hedge these risks as they arise. The Group
uses foreign currency forward exchange contracts and
certain currency derivatives to manage these foreign
exchange risks.
The Group does not engage in trading of foreign
exchange and foreign exchange derivatives. The Group
uses foreign exchange contracts and derivatives
solely for hedging actual underlying foreign exchange
requirements in accordance with hedging limits set by
the Audit Committee and the Board under the Group
Treasury Policy. These policies are reviewed regularly
by the Audit and Executive Committees to ensure that
the Group’s policies and guidelines are in line with the
Group’s foreign exchange risk management objectives.
The Group’s foreign exchange contracts and derivatives
and the mark-to-market values as at 30 September
2014 are disclosed in the financial statement in Note 37.
The Group does not hedge its foreign exchange risks of
its investments in overseas subsidiary, joint-venture and
associated companies. Such investments are long term
in nature and therefore not feasible and economical to
hedge. The Group only hedges the dividends cash flows
payable from its overseas subsidiary, joint-venture and
associated companies.
61
ANNUAL REPORT2014
C O R P O R A T E S O C I A L
R E S P O N S I B I L I T Y
O NE W I TH THE
CO M MUNITY
FCL and the communities in which
we exist are intrinsically interwoven.
People are at the heart of every
property we build and manage;
and each property is designed to
enhance the lives of the people who
live, work, play and shop there.
Beyond that, we contribute to these
communities in myriad ways – from
providing financial aid and spending
time with the underprivileged to
offering our property spaces for art,
education and charitable events.
In addition, we participated in
Project Green Malls @ North East,
where we organised activities
such as interactive exhibits and
eco-green workshops to raise
awareness and get the community
involved in owning and caring for
our environment.
Open House Perth was once again
held at Central Park and opened its
doors to various tour groups who
were given a brief on the design
and architectural features of the
building and shown various facilities
such as the Ride & Park facility and
the conference centre.
EDUCAT ION
To promote social entrepreneurship,
Frasers Centrepoint Malls
collaborated with Ngee Ann
Polytechnic Business Studies’
final-year Entrepreneurship
students for the sixth year to
organise the National Youth
Business Challenge (NYBC). Held
on 5 and 6 July 2014, NYBC saw
students come together to propose
earth-friendly business ideas.
We also hosted a series of
educational exhibitions at our
properties. Trading Stories, at
China Square Central, featured the
experiences and personal stories
of six tradespeople who plied old
trades in Singapore. Universal
Design Exhibition, at Changi City
Point, was a collaboration with the
Building and Construction Authority
to promote green buildings to
students and get Singapore’s
future generations to appreciate
the benefits of and pledge their
support for universal design in
their built environment. Health
Promotion Board and Singapore
Heart Foundation also held
exhibitions at Changi City Point
to promote healthy living and to
raise awareness of cardiovascular
disease respectively.
62
In Sydney, we sponsored the
Putney Primary School fete and
St Charles Catholic Primary
School’s fundraising initiative.
T HE ARTS
Frasers Hospitality provided close to
$300,000-worth of accommodation
for performing arts groups for a
number of productions, including
KidsFest 2014, Shakespeare in the
Park – The Merchant of Venice,
Jack & the Bean-Sprout and Red
Riding Hood. In recognition of our
support, the National Arts Council
of Singapore conferred Frasers
Hospitality the Friend of the Arts
award and Capri by Fraser, Changi
City was named a Supporter of the
Arts.
Changi City Point played host to
several art exhibitions, including
Arts @ Metta, a fundraiser by the
Metta School to equip their special
needs alumni with life skills and
employment; and Very Special Arts’
Annual Art Exhibition to showcase
the artistic talents of people with
special needs.
From February to August 2014,
China Square Central also housed
National Arts Council-licenced
street buskers, who performed
during lunch time at its canopy area
to the delight of passers-by.
In Australia, Frasers Property
Australia and its joint-venture
partner Sekisui House sponsored
A$30,000 towards the BEAMS
Arts Festival in Chippendale for
the third year running. Organised
by 350 local creative people, the
major community event drew 12,000
visitors to the areas within and
surrounding Central Park, Sydney
to experience visual and performing
arts and feast on local food.
Central retail centre has become
the heart and soul of Central Park,
Sydney, delivering a continual series
of community engagement events
and theatrical activations. These
include The 7m Pitch, a curated
collection of video art playing onto
the monumental video wall within
Central; the Creative Playground
–1,000 sq m of creative community
space, including visual arts studios,
a performance/rehearsal studio,
an active fashion-making atelier,
a photography school, an event
space, a pop-up cinema programme
and ever-changing activities and
whimsical events. This creative
activation continues the tradition
of activating space for community
use at Central Park, which began
in 2008 with the establishment
of the FraserStudios visual and
performing arts hub within
otherwise vacant warehouses.
A number of events were also
organised in Central Park,
Perth, including the Colours of
Our Country exhibition, and a
photography competition for its
tenants.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES1
3
5
2
4
63
1
2
3
4
5
Very Special Arts’ Annual Art
Exhibition
Colours of Our Country Exhibition
BEAMS Arts Festival
BEAMS Arts Festival
Jack & the Bean-Sprout
ANNUAL REPORT2014C O R P O R A T E S O C I A L
R E S P O N S I B I L I T Y
COM MU NITY OUTR EAC H
Charitable activities
At Changi City Point, President
Tony Tan Keng Yam launched the
President’s Challenge and the
Carnival @ Changi on 25 March. All
proceeds from the carnival went to
the President‘s Challenge 2014.
The popular board game Monopoly
went life-sized at Family Monopoly
Challenge organised by Frasers
Centrepoint Malls. The event,
which stretched over a month from
23 May to 29 June 2014 in eight
Frasers Centrepoint Malls, was
organised to raise funds for the
Care & Share Movement under the
Community Chest and to support
the International Year of the Family.
Many families, under the care of the
Family Service Centres supported
by the Community Chest, were
invited to participate in this highly
interactive and fun-filled game. The
Family Monopoly Challenge event
raised proceeds of S$31,800 which
went to the Community Chest in
support of needy families.
In addition, our malls hosted a
number of fundraising activities.
Causeway Point held a two-day
fund raising event for MINDS where
students from NTU performed,
displayed interactive exhibits and
sold merchandise at stalls. Changi
City Point sponsored a pushcart
for SingYouth Hub, a non-profit
organisation focussed on nurturing
and engaging Singaporean youths
in community work, to sell
hand-made products as part of its
fundraising efforts. At Changi City
Point, national shuttlers attempted
a record-breaking badminton rally
to raise 10,000kg of rice for the
needy in the Cheng San-Seletar
Division. YewTee Point collaborated
with YewTee Community Club to
organise a donation drive to benefit
the neighbourhood’s families under
the ComCare assistance scheme.
64
Central Park, Perth played host to
events including Pink Ribbon Day
and Australia’s Biggest Morning Tea
organised by the Cancer Council of
Western Australia; Step Up for MS
vertical run which raised A$211,510
for the Multiple Sclerosis Society;
and worked with tenants to organise
barbecues at the park and forecourt
of the premises to raise funds for
various charities.
Reaching out to the
underprivileged
Our properties hosted several
groups of the elderly and
the underprivileged in their
communities. Causeway Point
invited 55 children from three
homes/orphanages – Melrose
Home, Sunbeam Place and Pertapis
Children’s Home to watch Forever
Friends shows, dine at Pasta Mania
and participate in a make-a-bear
workshop; and treated 30 needy
families from the North-West CDC
to lunch with two local celebrities,
Calvin Soh and Taufik Batisah.
Anchorpoint worked with Privileged
Enterprise Group to bring the
elderly from various nursing
homes and elderly homes to the
mall to enjoy the performances
and activities at its premises, and
sponsored 100 mini hampers for the
elderly.
For the second year running our
Office and Commercial team
organised a fun-filled afternoon for
children from Melrose Home at The
Polliwogs, where they played at the
indoor playground and had pizza,
drinks and snacks.
Fraser Suites CBD Beijing hosted
children from the Beijing Bethel
Foster Home at Christmas for
their annual party; Fraser Place
Namdaemun, Seoul invited 25
children and teachers from
Hyochang Social Welfare Centre
to celebrate its anniversary with a
pizza-making class for the children
and a magician; and Capri by Fraser
Kuala Lumpur held a charity
buka puasa event for 30 disabled
children from the Social Welfare
Department.
China Square Central and Fraser
Suites Dubai both successfully
organised blood donation drives
with the number of donors
exceeding the total targeted.
Fraser Suites Seef, Bahrain donated
18 sofas to The Royal Charity
Organization in aid of orphans and
widows in the Kingdom of Bahrain.
A place for people to come together
Our malls also served as spaces
for people to come together for fun
activities. Causeway Point partnered
with the Northwest CDC to host 200
line dancers at its atrium in May and
again in September.
Bedok Point organised a book
swap event that saw not only 530
shoppers donate books, but the
mall also gave away $5 Bedok Point
voucher to shoppers who completed
a book swap. The balance books
were donated to the underprivileged
in the Kampong Chai Chee area.
VOLUNTEERISM
The Australand Foundation
provides donations and sponsors
staff volunteering activities
directed at the environment and
disadvantaged youth. A bank of
500 staff volunteering days per
annum is matched with a donation
budget of approximately $150,000
per annum to identify and support
charities and activities in which staff
can participate. In 2014, these were
as varied as Clean-Up Australia Day
including a scuba “dive for debris”,
Schools Tree Day and building a Red
Cross garden at a Brisbane primary
school.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES
1
3
2
4
65
5
1
2
Family Monopoly Challenge
ComCare beneficiaries of
YewTee Point’s donation
drive
3
Pizza-making class
hosted by Fraser Place
Namdaemum, Seoul for
children from Hyochang
Social Welfare Centre
4
5
Clean-up Australia Day
Blood donation drive at
Fraser Suites Dubai
ANNUAL REPORT2014C O R P O R A T E S O C I A L
R E S P O N S I B I L I T Y
ENVIRONMENTALLY
FRIENDLY
PROPERTIES
As a responsible developer
conscious of the need to minimise
our environmental impact, Frasers
Centrepoint continues to implement
environmental initiatives in the
properties we develop and manage.
RECOGNITION O F O UR
EFFOR TS
Our “green” buildings have received
many accolades in recognition of
their environmentally sensitive
provisions.
In Singapore, all the properties
in our commercial trust, Frasers
Commercial Trust, have attained the
Green Mark Gold Award certification
by the Building & Construction
Authority (BCA) of Singapore,
while most of the properties in our
retail trust, Frasers Centrepoint
Trust, have minimally attained the
Green Mark Gold Award. Following
retrofitting work, Alexandra
Point, one of our non-REIT office
buildings, achieved the BCA Green
Mark Platinum Award.
Our first hotel-residence Capri by
Fraser, Changi City, Singapore is
also a BCA Green Mark-certified
development with high efficiency
lighting, water-waste minimisation
systems, regular preventative
maintainence and environmentally
responsible purchasing policies in
place.
66
Meanwhile, Central Park in Perth,
Australia has achieved many firsts
in environmental certification.
It was the first commercial
building in Australia to achieve
a 4.5-star National Australian
Built Environment Rating System
(NABERS) Energy rating, and
subsequently became the first
premium office building in Perth to
attain a 5-star NABERS Energy base
building rating. Central Park also
achieved a 4.5-star NABERS Indoor
Environment rating and a 3.5-star
NABERS water rating.
Designed with cutting-edge energy
efficient technology, Caroline
Chisholm Centre in Canberra,
Australia also has a 5-star NABERS
Energy base building rating.
Central Park, Perth also took
home top honours in the Western
Australia Property Awards by
winning the Commercial Office
Manager of the Year. This award
recognises the Manager’s
commitment to operating Central
Park in an environmentally
responsible manner, maintaining
good tenant relations and engaging
the Central Park and neighbouring
communities.
EN HAN CI NG E NERGY
EF F IC IENCY
We have implemented various
energy efficient measures and
monitoring systems to reduce, and
monitor energy consumption in
our Singapore properties. Motion
sensors and energy saving lighting
systems have been installed at the
car parks, corridors and staircases
at the properties in Singapore,
at the food court and individual
tenants’ premises at Alexandra
Technopark, and also in toilets of
Alexandra Point and the office tower
of China Square Central.
To ensure that the air-conditioning
and mechanical ventilation system
(ACMV) is run at an optimum
level at China Square Central,
a performance-based savings
scheme was established with the
ACMV vendors. Vendors are also
contractually obliged to optimise
the performance for the chillers
and cooling tower to reduce energy
consumption. To further conserve
energy, China Square Central’s
escalators are operated at
pre-determined hours. Over at 55
Market Street, the air-conditioning
is automatically switched off during
off-peak hours and Alexandra
Technopark’s air-conditioning
system was retrofitted, resulting in
improved energy usage.
The energy saving initiatives
resulted in savings in energy
consumption of 10.8%, 1.9% and
9.3% respectively for China Square
Central, 55 Market Street and
Alexandra Technopark in FY2013/14.
In addition, we undertook a green
retrofitting at Alexandra Point,
which included an upgrade of the
chiller plant and installation of
variable speed drives to chilled
and condenser water pumps and
AHUs. We also instituted an energy
management and review policy to
monitor and set targets to maintain
the plant performance at
≤0.6 kilowatts per refrigeration ton
through optimisation of the system.
At our malls, through vigilant
management, our energy
consumption level was 32.5%
better than the American Society of
Heating, Refrigerating, and
Air-Conditioning Engineers
(ASHRAE) Standard 90.1, an
international energy consumption
benchmark. We are looking into
installing LED lighting at some of our
malls and plan to further improve the
operating efficiency of Northpoint’s
chiller plant through the purchase of
a proprietary system.
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES1
2
3
67
4
1
2
3
4
Alexandra Point, Singapore
Alexandra Technopark,
Singapore
Bedok Point, Singapore
China Square Central,
Singapore
ANNUAL REPORT2014FRA SE RS
CE N TRE POI N T LIM ITED &
SU BSID IARIES
C O R P O R A T E S O C I A L
R E S P O N S I B I L I T Y
Over in Australia, Central Park,
Perth was the first commercial
property in the state to incorporate
a solar photovoltaics (PV) system to
provide renewable energy. The PV
system is able to generate
16,000 kilowatt hours of solar
electricity a year, reducing Central
Park’s carbon footprint.
In 2014, a number of energy saving
initiatives were implemented at
Central Park, Perth, resulting in
a 2.1% reduction in base building
energy consumption. Energy
efficient T5 lights were installed
at public and tenant car parks,
and tenants’ area, and will be
installed progressively throughout
the property. A control system with
motion sensors was also put in
place to conserve electricity when
the facilities are not in use. The
new system uses less than half
the energy compared to the old
system. Lift upgrading works are in
progress and the refurbished lifts
will incorporate destination control
and state-of-the-art permanent
magnet motors which are expected
to reduce energy consumption by
about 30%.
As with previous years, Central
Park’s management purchased
carbon credits as part of the Carbon
Farming Initiative programme to
offset the emissions generated by
the base building operations. The
programme encourages sustainable
farming and supports landscape
restoration projects.
At Caroline Chisholm Centre, T5
and LED lighting were installed
throughout the property and are
controlled by an environmentally
conscious computerised
management system. The Dali
Dynalite lighting control system
provides effective management of
energy usage. Solar panels have
also been installed to provide
renewable energy.
In the meantime, Central Park,
Sydney’s substantial green
infrastructure, including the central
thermal plant and tri-generation
power station, has been completed,
and operations commenced during
the year. In addition, advanced
negotiations are underway to
dispose of the onsite central
thermal plant to owner-operator
Brookfield Infrastructure.
F UR THE RI NG WATER
C ON SERVATION
We installed water-efficient fittings
and adopted water-efficient flow
flush/rates in some of our properties
in Singapore. At Alexandra
Technopark and Alexandra Point,
NEWater (treated used water) is
used for non-potable purposes such
as water for air-conditioning cooling
towers, irrigation and fire-fighting
facilities like the fire hydrant and
sprinkler system.
In addition, China Square Central
is part of the Friends of Water
programme organised by the Public
Utilities Board. This programme
aims to recognise, inspire and
encourage community stewardship
of water resources in Singapore.
The water-saving initiatives have
culminated in China Square Central,
55 Market Street and Alexandra
Technopark being certified
Water Efficient Buildings with
consumption savings of 2.5%, 10.7%
and 15.1% respectively. Alexandra
Point is now a PUB Water Efficient
Building with estimated savings of
30,646 cubic metres per year.
The managers of our malls monitor
water consumption daily and
achieved 9.2% savings from the
use of NEWater for non-potable
purposes.
In Australia, to reduce water
consumption at Central Park,
Perth, tap flow restrictors, low-flow
shower heads, low-flush water
closets and a park reticulation
weather station were installed. In
addition, installation of dual-flush
toilets, low water use urinals and
automatic AAA taps continued in
2014. Central Park achieved savings
of 12.9% in water consumption
during the year.
At Caroline Chisholm Centre,
water-efficient tap-ware such as
the ‘Rada Sensor’ shower controls,
rainwater recycling and Greywater
were implemented.
In Sydney, Central Park’s water
recycling plant is now owned and
operated by independent water
infrastructure specialist group Flow
Systems.
Meanwhile, Australand was
identified as the Regional Sector
Leader for Australia/Diversified/
Large Cap Category under the
Global Real Estate Sustainability
Benchmark (GRESB). GRESB is
an industry-driven organisation
committed to assessing the
sustainability performance of real
estate portfolios (public, private
and direct) around the globe. The
dynamic benchmark is used by
institutional investors to engage
with their investments with the
aim to improve the sustainability
performance of their investment
portfolio, and the global property
sector at large.
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Caroline Chisholm Centre, Canberra, Australia
Central Park, Perth, Australia
Central Park, Sydney, Australia
ANNUAL REPORT2014C O R P O R A T E S O C I A L
R E S P O N S I B I L I T Y
FOST ERING A G RE EN
LIFES TYLE AND
ENV IRONMENT
The sustainable practices
implemented by China Square
Central, Alexandra Technopark,
51 Cuppage Road, Valley Point,
Robertson Walk and Alexandra
Point’s management offices have
been accredited by the Singapore
Environment Council under Project:
Eco-Office.
Posters on environmental
conservation, such as recycling,
energy conservation and water
saving are placed in common areas
as part of the on-going educational
initiatives. In addition, recycling bins
for cans, plastic and paper have
been placed at various locations
across our properties to encourage
recycling.
As with previous years, most of our
commercial properties in Singapore
participated in Earth Hour 2014
organised by the World Wide Fund
for Nature – all non-essential
lightings were turned off. This is
part of our continuous commitment
to save and conserve energy usage
and participate in the drive to create
awareness towards a sustainable
environment.
Our hotel residence, Capri by
Fraser, Changi City also participated
in Earth Hour 2014 where lights
in public areas, signage, ambient
music and back-of-house
air-conditioning were switched
off. Guests were encouraged to do
their part in reducing our carbon
footprint by dining in the dark by
candlelight.
As part of our efforts to foster
greener lifestyles and environments,
all our serviced residences in
Singapore encourage residents to
“Go Green” by offering them the
option to re-use their towels and
providing bath amenities packaged
in re-usable cloth bags to reduce the
use of paper and plastics.
H ELPI NG TO MA KE GREEN A
WAY OF L IFE
Watertown, a Green Mark GoldPLUS
certified development, is a
high-density mixed-use
development that helps promote
a full-service neighbourhood and
reduces commuting trips for the
residents for various essential
services. In addition to seamless
connectivity to the MRT, LRT and
bus interchange, it has an excellent
bicycle infrastructure with the
provision of more than 300 bicycle
lots inside the development and
green parking lots with electric
charging stations.
Various energy saving strategies
were used, such as provision of
Regenerative Lifts, LED lights
occupancy sensors. While water
efficiency was achieved through
the provision of water-efficient
fittings (min 2 ticks WELS rating),
rainwater harvesting for irrigation
and auto irrigation was employed.
Environmentally friendly paints
and adhesives were used and a
pneumatic waste collection system
provided.
Watertown was constructed
using various green construction
strategies such as low concrete
usage index, an environmental
management plan, CONQUAS
certification, and the use of
environmentally friendly building
materials. Homes were also
provided with highly efficient
appliances. Overall, the project is
able to reduce about 1,457 tons of
carbon dioxide emissions and save
about 18, 542 cubic metres of water
per year.
The development has an integrated
green design to reduce energy
consumption by about
2,913,243 kilowatt hours per year
in the buildings and increase the
density of greenery in the project
site. Some of these design features
include facades with good shading
to the glass, louvered screens
and cool paints for high thermal
performance, extensive landscaping
and water features with more than
300 trees and 1,000 palms on the
e-decks and the sky decks, and
naturally ventilated common areas
with daylight provision.
In Australia, One Central Park,
Sydney features a monumental
cantilever expressed as a Sky
Garden extending from level 29 of
the taller East tower. The cantilever
supports a visually arresting
light-reflecting heliostat system,
while the largest en masse vertical
gardens in the world – covering
1,100 sq m – clad the exterior
facades. The unique heliostat
design feature is the first of its kind
to be used in a residential context
in Australia and the largest of its
type in the world used in an urban
environment.
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIESThe garden was designed for
plant life and the heliostats allow
redirected sunlight to be used in
new ways to improve the quality
of high-rise living. The use of
the heliostats, coupled with
hydroponics, allowed One Central
Park, Sydney, to manage and extend
vegetation and daylight to previously
inaccessible places of the building.
The hydroponic irrigation systems
allow soil-less growth of vertical
vegetation in planters and on walls
all the way up to the tower tops,
resulting in green facades that trap
carbon dioxide, emit oxygen and
provide energy-saving shade.
The 320 glittering heliostats also
track sunlight and redirect it deep
down into the building and onto
overshadowed parklands; to places
that direct sun beams cannot reach.
FCL will to strive to keep improving
our eco-friendly practices and
building a sustainable environment
for all.
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Watertown, Singapore
Reusable bath amenity bags to
reduce use of paper and plastics
ANNUAL REPORT2014embarked on a co-branded leadership
certificate programme with Cornell
University’s e-learning platform.
At Frasers Centrepoint Homes, in
addition to sending staff to attend
industry programmes focussed on
technology, innovation, productivity
and cost management, the Business
leaders provide team coaching
using design thinking methodology
during regular team meetings to
stretch the team’s critical thinking
and project management skills.
FCL is also proud to have its
Approved Training Organisation
status renewed by the Workforce
Development Agency, affirming
our commitment to providing
continuous learning opportunities
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C O R P O R A T E S O C I A L
R E S P O N S I B I L I T Y
HUMAN CAPITAL
LEADERSHIP FOR TH E NE XT
LEAP FORWAR D
strategic leadership skills through
special assignments, representation
at industry events and forums
as determined by the respective
Business CEO.
For our middle leaders,
development is based on their
individual development needs
as well as group programmes
customised for the Business Units.
Building on the positive results
achieved through customised
group programmes, Frasers
Centrepoint Commercial leveraged
last year’s Facilities Management
programme and added another
module which focussed on the
manager’s responsibilities and legal
accountabilities. Similarly, to tap
group learnings, Frasers Hospitality
It has been a year of profound
change and excitement for FCL. The
Group’s rapidly increasing business
reach has created a greater need
for a robust leadership bench, ready
to propel FCL’s growth.
As at 30 September 2014, our staff
strength stood at 2,230, an increase
of 42% from 1,567 at the end of the
last financial year. This increase
was mainly due to the acquisition
of Australand and the expansion
of our businesses both locally and
overseas, including the formation
of FHT.
GROWING O UR TALENT
Strong future leadership built on
solid functional excellence is the
foundation for FCL’s approach
towards talent development. To
build a comprehensive bench
strength, we have two paths for
talent development – the leadership
track and the core specialist track.
Our leadership track comprises
programmes for senior leaders,
middle leaders and junior emerging
leaders. For our senior leaders,
focus is placed on sharpening their
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FRASERS CENTREPOINT LIMITED & SUBSIDIARIESfor all our staff. To fortify our
middle management leadership
capabilities, in the coming year our
management training programme
will be based on a three-tiered
theme - Managing Business,
Managing Team Synergies and
Managing Self.
held activities targeting both the
mental and physical wellness of
our staff. These activities were well
received and well participated.
In recognition of our efforts, we
have consistently won the
Singapore Health Award for the past
few years.
For FY2013/14, our local staff put
in a total of 18,377 training hours, a
20% increase over the previous year.
ENGAGING OUR STAFF
During the course of the year, we
organised many staff engagement
activities which saw commitment
and involvement all the way from
top management. The Corporate
Wellness Committee, chaired by the
CEO of Development & Property,
RECOGNISING ACHIEVEMENTS
We continue to recognise our staff
and celebrate their successes
along the way. R2OCI2T2 awards
were given to staff who consistently
demonstrated our R2OCI2T2 values
at work. With our continuing efforts
towards service excellence, this
year we are proud to have 108 staff
honoured for their excellent service at
the EXSA Awards, an increase of 38%
compared to 78 awardees last year.
STRE NGTH ENIN G FA MILY
TIE S
We believe in the importance of
building family bonds. In addition
to corporate passes to family
attractions likes the Singapore
Zoo, we also have our annual Eat
With Your Family day when staff are
released from work early so that
they can be home early for dinner
with their family. Our FCL Family
Day saw overwhelming participation
with more than 2,000 staff and their
family members having a rollicking
good time at the S.E.A. Aquarium.
To enhance the welfare of our staff’s
families, we launched the FCL
Bursary Award in December 2014
which further fosters a stronger
emotional bond between staff and
the company.
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FCL Long-Service Awards
FCL Dinner & Dance 2014
FCL Family Day
Promoting Teamwork at FCL
Staff Orientation Session
Inaugural FCL Bursary
Award Ceremony 2014
Excellent Service Award 2014
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ANNUAL REPORT2014A W A R D S A N D A C C O L A D E S
C O R P O R A T E
C O M M E R C I A L
• SIAS Investors’ Choice Award –
Most Transparent Newly-Listed
Company Award 2014
Frasers Centrepoint Limited
• World Travel Award - Middle
East’s Leading Serviced
Apartment Brand 2013 & 2014
Frasers Hospitality Pte Ltd
• Business Traveller Middle East
Awards 2014 - Best Serviced
Apartments Company in the
Middle East
Frasers Hospitality Pte Ltd
• CHIC International Hospitality
Excellence Award by China Hotel
Investment Conference
Frasers Hospitality Pte Ltd
• 2014 South East Asia Property
• 9th China Hotel Starlight Awards
Awards – Best Developer
(Singapore)
Frasers Centrepoint Limited
- Best Serviced Apartments
Brand of China
Frasers Hospitality Pte Ltd
• Singapore Health Award 2013 by
Health Promotion Board – Silver
Frasers Centrepoint Limited
• HR Vendors of the Year 2013 by
Human Resources Magazine
Frasers Hospitality Pte Ltd
• World Travel Award - China’s
Leading Serviced Apartment
Brand 2013 & 2014
Frasers Hospitality Pte Ltd
• Preferred Serviced Apartments
of the Year by Human Resources
Magazine
Frasers Hospitality Pte Ltd
• World Travel Award - Asia’s
Leading Serviced Apartment
Brand 2014
Frasers Hospitality Pte Ltd
• World Travel Award -
Australasia’s Leading Serviced
Apartment Brand 2013
Frasers Hospitality Pte Ltd
• SIAS Investors’ Choice Award –
Singapore Corporate Governance
Award 2014, REITs & Business
Trusts category – Runner-up
Frasers Commercial Trust
• BCA Green Mark Platinum Award
2014
Alexandra Point
• BCA Green Mark Gold Award 2014
Bedok Point
• Occupational Health and Safety
Assessment Specification (OHSAS
18001) Certification
– Alexandra Point
– Alexandra Technopark
– 55 Market Street
– China Square Central
• ICSC Asia Pacific Shopping
Center Awards 2014 (Marketing)
– Finalist
Frasers Centrepoint Malls
• Safety & Security Watch Group
(Individual Award) 2014 by Jurong
Police Division & Singapore Civil
Defence Force
Causeway Point
• Safety & Security Watch Group
(Individual Award) 2013 by
Singapore Police Force
• World Travel Award - South
Korea’s Leading Serviced
Apartment Brand 2014
Frasers Hospitality Pte Ltd
• World Travel Award - Europe’s
Leading Serviced Apartment
Brand 2014
Frasers Hospitality Pte Ltd
• World Travel Award - England’s
Leading Serviced Apartment
Brand 2014
Frasers Hospitality Pte Ltd
• World Travel Award - Hungary’s
Leading Serviced Apartment
Brand 2014
Frasers Hospitality Pte Ltd
74
• World Travel Award - Singapore’s
The Centrepoint
Leading Serviced Apartment
Brand 2013
Frasers Hospitality Pte Ltd
• Best Serviced Apartment
Operator by Travel Trade Gazette
Frasers Hospitality Pte Ltd
• 2014 Arts Supporter Award by
National Arts Council
Changi City Point
• Friends of Water 2013 by Public
Utilities Board
China Square Central
• Water Efficient Building 2013 by
Public Utilities Board
China Square Central
• Excellent Service Award (EXSA)
2013 - Silver Award
– China Square Central
– Robertson Walk
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES• Eco Office Award 2013 – 2015 by
Singapore Environment Council
– 51 Cuppage Road
– Alexandra Point
– Alexandra Technopark
– China Square Central
– Robertson Walk
– Valley Point
• Singapore Service Class Award
– Alexandra Technopark
– Changi City Point
– China Square Central
– Northpoint
– Valley Point
– YewTee Point
• Western Australia Property
Awards 2014 – Commercial Office
Manager of the Year
(2012 – 2015) by Spring Singapore
Central Park, Perth
– Anchorpoint
– Compass Point
– Northpoint
– The Centrepoint
– YewTee Point
• Happy Toilets Certification
(4-stars Award) 2013 by
Restroom Association (Singapore)
– Robertson Walk
– The Centrepoint
• 4.5-star NABERS Indoor
Environment Rating
Central Park, Perth
• 3.5-star NABERS Water Rating
Central Park, Perth
• 5-star NABERS Energy Base
Building Rating
– Caroline Chisholm Centre,
Canberra
• Orchard Road Best Dressed
– Central Park, Perth
Building (Top 3 Winners) 2013
by Orchard Road Business
Association
The Centrepoint
• Excellent Service Award (EXSA)
2014 - Star Award
Changi City Point
• Excellent Service Award (EXSA)
2014 - Gold Award
– Alexandra Technopark
– Changi City Point
– Causeway Point
– Robertson Walk
– YewTee Point
• Excellent Service Award (EXSA)
2014 - Silver Award
– 51 Cuppage Road
– Alexandra Point
R E S I D E N T I A L
• 2014 South East Asia Property
Awards Best Condominium
Development (Singapore) –
Highly Commended
Flamingo Valley
• FIABCI Singapore Award 2014
– Waterfront Key
– Waterfront Waves
• BCA Green Mark GoldPLUS
Award 2014
Watertown
H O S P I T A L I T Y
• World Travel Award - Asia’s
Leading Serviced Apartments
2014
Fraser Suites Singapore
• World Travel Award -
Australasia’s Leading Serviced
Apartments 2014
Fraser Suites Sydney
• World Travel Award - Asia’s
Leading Hotel Residences 2013 &
2014
Capri by Fraser, Changi City /
Singapore
• World Travel Award - China’s
Leading Serviced Apartments
2013 & 2014
Fraser Suites Chengdu
• World Travel Award - India’s
Leading Serviced Apartments
2014
Fraser Suites New Delhi
• World Travel Award - South
Korea’s Leading Serviced
Apartments 2014
Fraser Place Namdaemun, Seoul
• World Travel Award - Europe’s
Leading Serviced Apartments
2014
Fraser Suites Le Claridge
Champs-Élysées, Paris
• World Travel Award - England’s
Leading Serviced Apartments
2014
Fraser Suites Kensington, London
• World Travel Award - France’s
Leading Serviced Apartments
2014
Fraser Suites Le Claridge
Champs-Élysées, Paris
• World Travel Award - Hungary’s
Leading Serviced Apartments
2014
Fraser Residence Budapest
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ANNUAL REPORT2014A W A R D S A N D A C C O L A D E S
H O S P I T A L I T Y
• World Travel Award - Scotland’s
Leading Serviced Apartments
2014
Fraser Suites Edinburgh
• World Travel Award - Turkey’s
Leading Serviced Apartments
2014
Fraser Place Anthill Istanbul
• World Travel Award - Bahrain’s
Leading Serviced Apartments
2013 & 2014
Fraser Suites Bahrain
• World Travel Award - Qatar’s
Leading Serviced Apartments
2013 & 2014
Fraser Suites Doha
• World Travel Award - Dubai’s
Leading Serviced Apartments
2013 & 2014
Fraser Suites Dubai
H O S P I T A L I T Y
• Industry Eminence Awards - Best
Serviced Apartments and Hotel
Residences Award 2014
Fraser Suites New Delhi
• HM Awards for Hotel &
Accommodation Excellence, HM
Magazine - Serviced Apartment
Property of the Year 2013 & 2014
Fraser Suites Sydney
– Fraser Place Central Seoul
– Fraser Residence Nankai
Osaka
– Fraser Residence Shanghai
– Modena Putuo Shanghai
– Capri by Fraser, Changi City /
Singapore
• Hotel Interior Award by
International Property Awards –
Highly Commended
Capri by Fraser, Changi City /
Singapore
• Scottish Hotel Awards -
Serviced Apartments Special
Commendation Award
Fraser Suites Edinburgh
• Scottish Hotel Awards - Serviced
Apartments Hospitality Award
2014
Fraser Suites Glasgow
• Excellent Service Award (EXSA)
2014 - Star Award
– Fraser Suites River Valley
Singapore
– Fraser Place Robertson Walk
Singapore
– Fraser Residence Orchard
– Fraser Place Fusionopolis
Singapore
– Capri by Fraser, Changi City /
Singapore
• Excellent Service Award (EXSA)
2014 - Gold Award
– Fraser Suites River Valley
Singapore
– Fraser Place Robertson Walk
Singapore
– Capri by Fraser, Changi City /
Singapore
• Excellent Service Award (EXSA)
2014 - Silver Award
– Fraser Suites River Valley
• Scottish Hotel Awards - Serviced
Singapore
Apartments of the year 2014
– Fraser Place Robertson Walk
Fraser Suites Glasgow
Singapore
– Fraser Residence Orchard Pte
• 9th China Hotel Starlight Awards
Ltd
- Best Luxurious Serviced
Apartment of China
Fraser Suites Chengdu
• 9th China Hotel Starlight Awards
- Best Newly Open Serviced
Apartment of China
– Fraser Place Fusionopolis
Singapore
– Capri by Fraser, Changi City /
Singapore
• World Travel Award - World’s
Leading Serviced Apartments
2013
Fraser Suites Le Claridge
Champs-Élysées, Paris
• Best Serviced Residence in China
2013 by Business Traveller China
Fraser Suites Nanjing
• Best of Malaysia Travel Awards -
Best Serviced Residence 2013
Fraser Place Kuala Lumpur
• World Travel Award - Asia’s
Leading Hotel Residences 2013
Capri by Fraser, Changi City /
Singapore
• Certificate of Excellence 2014 by
Fraser Suites Guangzhou
Trip Advisor
– Fraser Suites Dubai
– Fraser Suites Glasgow
– Fraser Suites Guangzhou
– Fraser Suites Harmonie, Paris
• 9th China Hotel Starlight Awards
- Best Serviced Apartment of
China
Fraser Suites Top Glory Shanghai
– Fraser Suites Le Claridge
Champs Élysées, Paris
– Fraser Suites New Delhi
– Fraser Suites Perth
– Fraser Suites Seef Bahrain
– Fraser Suites Singapore
– Fraser Suites Sukhumvit
Bangkok
– Fraser Suites Insadong Seoul
– Fraser Suites Suzhou
– Fraser Place Kuala Lumpur
– Fraser Place Singapore
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• 9th China Hotel Starlight Awards
- Best Designed Boutique Hotel
Residence of China
Modena Putuo Shanghai
• Top Performing Partner by
Booking.com
Fraser Residence Shanghai
FRASERS CENTREPOINT LIMITED & SUBSIDIARIES A U S T R A L I A
• World Travel Award - China’s
Leading Serviced Apartments
2013 & 2014
Fraser Suites Chengdu
• Best Tall Building Worldwide by
the 2014 Council on Tall Buildings
and Urban Habitat
One Central Park, Sydney
• World Travel Award -
Australasia’s Leading Serviced
Apartments 2013
Fraser Suites Sydney, Australia
• Best Tall Building in Asia and
Australia by the 2014 Council on
Tall Buildings and Urban Habitat
One Central Park, Sydney
• World Travel Award - Hungary’s
Leading Serviced Apartments
2013
Fraser Residence Budapest
• Innovation Award by the 2014
Council on Tall Buildings and
Urban Habitat - Finalist
One Central Park, Sydney
• The Best Serviced Apartment of
2013 by Booking.com
Fraser Suites Suzhou
• Emporis Award 2014 –
World’s Top 5 Skyscrapers
One Central Park, Sydney
• International Green
Infrastructure Award by World
Green Infrastructure Congress
2014
One Central Park, Sydney
• Leading European Architects
Forum (LEAF) Awards 2014 –
Best Sustainable Development of
the Year
One Central Park, Sydney
• Leading European Architects
Forum (LEAF) Awards 2014 –
Best Overall Project
One Central Park, Sydney
• WAN Façade Award 2014 – Highly
Commended
One Central Park, Sydney
• Development Excellence
Awards by Urban Taskforce -
Development of the Year Award
One Central Park, Sydney
• Awards for Excellence by
Urban Development Institute of
Australia (New South Wales) –
High Density Development
One Central Park, Sydney
A U S T R A L A N D
• 2014 Awards for Excellence by
Urban Development Institute
of Australia (Queensland) -
Excellence in Environmentally
Sustainable Development –
Residential
The Green Quarter, Hamilton
Reach, Brisbane
• Australian Timber Design Awards
2014 - Judges’ Innovation Award
The Green, Parkville, Melbourne
• 2014 Awards for Excellence by
Urban Development Institute of
Australia (Western Australia) –
Best Medium Density Residential
Project
Kingston, Cockburn Living, Perth
• 2013 Awards for Excellence by
Urban Development Institute of
Australia (Queensland) – Multi-
Level Development
The Promontory, Yungaba,
Brisbane
• 2013 National Innovation and
Excellence Awards – Best Master
Planned Community
Port Coogee, Perth
• Awards for Excellence by
Urban Development Institute of
Australia (New South Wales) –
Design & Innovation
One Central Park, Sydney
• 2014 AIB National Professional
Excellence in Building Award
(Residential Construction $100
Million Plus) by Australian
Institute of Building
One Central Park, Sydney
• Engineers Australia Sydney
Excellence Awards – Building &
Structure Award
One Central Park, Sydney
• Engineers Australia Sydney
Excellence Awards –
Infrastructure Award for central
thermal plant
One Central Park, Sydney
• Sydney Design Awards 2014 -
Landscape Design Award
One Central Park, Sydney
• 2013 Awards for Excellence by
Urban Development Institute
of Australia (National) –
Environmental Excellence Award
Frasers Landing, Mandurah
• 2013 Awards for Excellence by
Urban Development Institute of
Australia (Western Australia) –
Environmental Excellence Award
Frasers Landing, Mandurah
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ANNUAL REPORT2014E N T E R P R I S E - W I D E
R I S K M A N A G E M E N T
Enterprise-wide Risk Management
(ERM) is an integral part of the
business activities of FCL and
its subsidiaries (collectively, the
Group). The Group 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 MAN AGEME NT PR OC ESS
Since FCL’s listing on the SGX-ST
in January 2014, the Group has set
up a Risk Management Committee
(RMC) to assist the Board in
overseeing the risk management
process implemented by
Management. The RMC comprises
six members with three independent
Directors. The committee meets
at least three times per year. All
material risks and risk issues are
reported to the RMC for review. An
ERM policy, which spells out the
risk management framework and
methodology, is developed as part of
ERM implementation in FCL.
FCL adopts a robust risk
management framework to maintain
a high level of corporate discipline
and governance. The framework
links our risk management process
with the organisation’s strategic
objectives. Risks are identified and
assessed, and mitigating measures
developed to address and manage
those risks.
The risk management process is
integrated and coordinated across
the businesses of the Group. The
risk management framework and
processes apply to all business units
in the organisation. The ownership
of risks lies with the heads of
the respective business units
who review risks and mitigating
measures quarterly. Risks that have
a material impact on the business
units are identified and assessed.
The risk exposures and potential
mitigating measures are tracked in
a risk register maintained in a
web-based Corporate Risk
Scorecard system. Where
applicable, Key Risk Indicators are
established to monitor risks.
For the financial year ended
30 September 2014, key material
risks and their associated mitigating
measures were consolidated at
the Group level and reported to the
RMC. Risk tolerance statements,
which set out the nature and extent
of the significant risks that the
Group is willing to take in achieving
its strategic objectives, are also
renewed and monitored at the
Management level and reported to
the RMC.
An annual ERM validation is held at
the Management level. The heads
of business units provide assurance
to the Group Chief Executive
Officer and Chief Financial Officer
that key risks at the business unit
level have been identified and the
associated mitigating measures
are effective and adequate. The
result of the ERM validation for the
financial year ended 30 September
2014 is reported to the RMC and
presented at a joint meeting of the
Audit Committee and the RMC. At
the ERM validation, Management
provides assurance that the risk
management system implemented
in the Group is adequate and
effective as at 30 September 2014
to address risks that are considered
relevant and material to FCL’s
operations.
The risk management culture in
FCL is enhanced through various
risk management activities
implemented within the Group. Risk
awareness briefings are conducted
for new recruits. During the
financial year, 19 risk awareness
sessions were held. Refresher
sessions are also organised for
existing staff when required.
Periodic discussion of risk and risk
issues are also held at the business
unit level where emerging risks are
identified and managed.
FCL’s ERM system is benchmarked
against market practice. Control
self-assessment, which promotes
accountability and risk ownership,
is implemented for several key
processes. The Group also seeks
to improve its risk management
processes on an ongoing basis.
During the financial year, the
web-based Corporate Risk
Scorecard system, which provides
the platform for the Group’s risk
registers, was upgraded to cater
to user requirements. The Group
also implemented a Comfort
Matrix framework, which provides
an overview of the mitigating
measures, and assurance processes
of key financial, compliance,
operational (including information
technology) risks.
KEY RI SKS
Management has been actively
monitoring the key material risks
that affect the Group. The following
are some of the key potential risks
that FCL is exposed to:
Country Risks (Economic, Political
and Regulatory Risks)
FCL is exposed to various conditions
affecting major economies and key
financial and property markets.
The risk of adverse changes in the
global economy can reduce profits,
result in revaluation losses and
affect the Group’s ability to sell its
residential development stock.
78
FRASERS CENTREPOINT LIMITED & SUBSIDIARIESInconsistent 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 Group uses derivatives, a mix
of fixed and floating rate debt with
varying tenors as well as 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.
Liquidity Risk
To manage the liquidity risk that the
Group may encounter in meeting
financial obligations when they fall
due, FCL maintains sufficient cash
and procures availability of funding
through multiple sources to ensure
that refinancing, repayment and
funding needs are fulfilled.
Alexandra Point, Singapore
79
ANNUAL REPORT2014C H A N G I C I T Y P O I N T
S I N G A P O R E
80
Good corporate governance is essential to the success of Frasers Centrepoint Limited (“FCL” or the “Company”). 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 FCL and its subsidiaries (the “Group”) and shareholders’
interests whilst pursuing sustainable growth and enhancement of value for shareholders.
Listed on 9 January 2014 on Singapore Securities Trading Limited (“SGX-ST”), the Company adheres closely to the
principles and guidelines of the Code of Corporate Governance 2012 (the “Code 2012”) and other applicable laws,
rules and regulations, including the SGX-ST Listing Manual.
A. BOARD MATTE RS
Principle 1: The Board’s Conduct of Affairs
The Board is entrusted with oversight of the business performance and affairs of FCL, and is responsible for the
Group’s overall entrepreneurial leadership, strategic direction, performance objectives and long-term success.
Our Board of Directors1 comprise 10 non-executive Directors, and is well-diversified in terms of gender, age group
and nationality. They are:
Mr Charoen Sirivadhanabhakdi (Chairman)2
Khunying Wanna Sirivadhanabhakdi (Vice-Chairman)3
Mr Charles Mak Ming Ying4
Mr Chan Heng Wing4, 6
Mr Philip Eng Heng Nee4
Mr Wee Joo Yeow5
Mr Weerawong Chittmittrapap4
Mr Chotiphat Bijananda6
Mr Panote Sirivadhanabhakdi6
Mr Sithichai Chaikriangkrai6
Notes:
1 Mrs Siripen Sitasuwan had been appointed as a non-executive and independent Director on 25 October 2013 and re-appointed to the Board of FCL on
7 January 2014. She stepped down on 10 March 2014 in line with disclosure made in the Introductory Document dated 28 October 2013 relating to the
listing of the Company.
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 non-executive and non-independent Director on 7 January 2014.
4 Mr Charles Mak, Mr Chan Heng Wing, Mr Philip Eng and Mr Weerawong Chittmittrapap were appointed as non-executive and independent Directors on
25 October 2013.
5 Mr Wee Joo Yeow was appointed as a non-executive and independent Director on 10 March 2014.
6 Mr Chan Heng Wing, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi, and Mr Sithichai Chaikriangkrai were re-appointed to the Board of FCL at
the Annual General Meeting held on 7 January 2014.
The Board also reviews annual budgets, financial plans, major acquisitions and divestments, funding and investment
proposals, monitors the financial performance of the Group and Management’s performance, and ensures
compliance by the Group with relevant laws and regulations. The Board meets regularly, and during Board meetings,
our Directors actively participate, discuss, deliberate and appraise matters requiring its attention and decision. Time
is set aside, where appropriate, after scheduled Board meetings for discussions amongst our Directors without the
presence of Management, so as to facilitate a more effective check on Management.
81
annual report2014CORPORATEGoVernanCeDelegation 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 are 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 The Terms of Reference of the EXCO were updated and approved by the Board and adopted on 25 October 2013.
2
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, 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
delegation 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, the Company has put in place appropriate procedures including requiring such Directors to refrain from
participating in meetings or discussions (or relevant segments thereof), in addition to abstaining from voting, on any
matter in which they are so interested or conflicted. For purchases of property in FCL property projects, there is also
a policy which sets out the process and procedure for disclosing, reporting and obtaining of relevant approvals for
property purchases made by any Director, the CEO or any other interested persons (as defined in the SGX-ST Listing
Manual) and employees of the Group.
Board Executive Committee (or EXCO)
The current EXCO is made up of the following members:
Mr Charoen Sirivadhanabhakdi1
Mr Charles Mak1
Mr Chotiphat Bijananda1
Mr Wee Joo Yeow2
Mr Panote Sirivadhanabhakdi1
Mr Sithichai Chaikriangkrai1
Chairman
Vice-Chairman
Vice-Chairman
Member
Member
Member
Notes:
1
Mr Charoen Sirivadhanabhakdi, Mr Charles Mak, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi and Mr Sithichai Chaikriangkrai were appointed
to the EXCO on 25 October 2013.
2 Mr Wee Joo Yeow was appointed to the EXCO on 10 March 2014.
The EXCO assumes oversight of the business affairs of FCL and is empowered to exercise the full powers and authority
of the Board when the Board does not meet except in respect of matters that specifically require the decision of the
Board or any Board Committee. The EXCO formulates 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 oversees 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.
82
Frasers centrepoint limited & subsidiariesCORPORATEGoVernanceMeetings of the Board and Board Committees
The Board and its various Board Committees meet regularly, and also as required by business needs or if their
members deem it necessary or appropriate to do so. For the financial year ended 30 September 2014, the Board met
11 times.
The Directors are also 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 are also 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.
The number of Board meetings and Board Committee meetings held in the financial year ended 30 September 2014
and the attendance of Directors at these meetings are as follows:
Board
Board
EXCO
Audit
Committee
Risk
Management
Committee
Remuneration
Committee
Nominating
Committee
Meetings held for the financial year
ended 30 September 2014
Mr Charoen Sirivadhanabhakdi2
Khunying Wanna Sirivadhanabhakdi3
Mr Charles Mak Ming Ying4
Mr Chan Heng Wing4
Mr Philip Eng Heng Nee4
Mr Wee Joo Yeow5
Mr Weerawong Chittmittrapap4
Mr Chotiphat Bijananda6
Mr Panote Sirivadhanabhakdi6
Mr Sithichai Chaikriangkrai6
Mrs Siripen Sitasuwan7
11
11
9
11
7
9
5
10
10
11
11
4
6
5
–
4
–
–
2
–
5
6
6
–
6
–
–
6
–
6
3
–
–
–
6
2
2
–
–
2
1
–
–
1
2
2
2
–
Nil1
–
–
Nil
–
Nil
–
–
–
Nil
–
–
Nil1
–
–
–
Nil
–
–
Nil
Nil
–
–
–
Notes:
1 Matters during the year requiring the Nominating Committee’s and Remuneration Committee’s approval were dealt with via circular resolutions.
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 non-executive and non-independent Director on 7 January 2014.
4 Mr Charles Mak, Mr Chan Heng Wing, Mr Philip Eng and Mr Weerawong Chittmittrapap were appointed as non-executive and independent Directors on
25 October 2013.
5 Mr Wee Joo Yeow was appointed as a non-executive and independent Director on 10 March 2014.
6 Mr Chan Heng Wing, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi, and Mr Sithichai Chaikriangkrai were re-appointed to the Board of FCL at
the Annual General Meeting held on 7 January 2014.
7 Mrs Siripen Sitasuwan stepped down from the Board and from her respective memberships on the Board Committees of Frasers Centrepoint Limited on
10 March 2014 in line with the disclosure made in the Introductory Document dated 28 October 2013 relating to the listing of the Company.
Upon appointment, each new director is issued a formal letter of appointment setting out his or her duties and
obligations, and where appropriate, incorporating processes to deal with possible conflicts of interest that may arise.
A comprehensive orientation programme is also conducted to familiarise new appointees with the business activities,
strategic directions, policies and corporate governance practices of the FCL Group. This programme allows new
Directors to get acquainted with senior Management, and also fosters better rapport and facilitate communications
with Management.
83
annual report2014CORPORATEGoVernanCeOur Directors are 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. The Board has
been briefed and/or updated on the latest key changes to the Companies Act and changes to the Listing Rules. 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, namely, Mr Charles Mak,
Mr Chan Heng Wing, Mr Philip Eng, Mr Wee Joo Yeow and Mr Weerawong Chittmittrapap. Based on declarations of
independence 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 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.
The NC is of the view that the current size and composition of the Board is appropriate for the scope and nature
of the Group’s operations, and facilitates effective decision-making. In line with Code 2012, taking 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, the NC is of the view that the current size of the Board is not so large as to
be unwieldy, or as would interfere with efficient decision-making. 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.
The Directors are provided with accurate, complete and timely information and have direct and unrestricted access
to Management. This gives the Board and Board Committees sufficient time to critically evaluate and consider issues
relevant to the Company and its businesses and operations, and also allows our Directors to effectively carry out
their duties and discharge their oversight function.
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 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 relationship between or among
them.
84
Frasers centrepoint limited & subsidiariesCORPORATEGoVernanceThe 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 promotes a culture
of openness and debate at the Board and 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 highest
standards of corporate governance and transparency. With the help of FCL’s corporate services, he also sees to it
that there is overall effective communications to and with Shareholders on the performance of the Group. In turn,
the CEOs of the Group’s business divisions are responsible for executing the Group’s strategies and policies, and are
accountable to the Board for the conduct and performance of the respective business operations under their charge.
Principle 4: Board Membership
The Nominating Committee (or NC)1 is made up of the following Directors:
Mr Weerawong Chittmittrapap Chairman
Mr Chan Heng Wing
Mr Chotiphat Bijananda
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 nominated candidates to meet the needs and requirements of the Group.
The NC will assess from time to time 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 20
to 24. In determining whether each Director is able to devote sufficient time to discharge his or her duties, the NC
has taken 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 are also taken into account.
The NC also reviews all nominations for appointments and re-appointments to the Board and to Board Committees,
and submits 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 takes the lead in identifying, evaluating and selecting suitable candidates for new directorships. In its
search and selection process, the NC considers factors such as the ability of the prospective candidate to contribute
to discussions, deliberations and activities of the Board and Board Committees. It also reviews 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.
85
annual report2014CORPORATEGoVernanCeThe 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.
The NC determines the independence of each Director annually based on the definitions and guidelines of
independence set out in Code 2012.
For the financial year ended 30 September 2014, the Nominating Committee has performed a review of the
independence of the Directors as at 30 September 2014 and following its assessment, has determined the status of
each Director as follows:
Mr Charoen Sirivadhanabhakdi1
Khunying Wanna Sirivadhanabhakdi1
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
Mr Chotiphat Bijananda2
Mr Panote Sirivadhanabhakdi3
Mr Sithichai Chaikriangkrai4
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 through their interests in TCC Assets Limited (“TCCA”) and Thai Beverage Public Company Limited (“ThaiBev”).
TCCA has a direct interest of 59.39% in the Company and ThaiBev, through its indirect wholly-owned subsidiary InterBev Investment Limited, holds
28.54% interest in the Company. Mr Charoen Sirivadhanabhakdi is married to Khunying Wanna Sirivadhanabhakdi.
2 Mr Chotiphat Bijananda is the son-in-law of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi and a director of TCCA.
3 Mr Panote Sirivadhanabhakdi being a son of Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is an immediate family member of
a ten percent (10%) shareholder of the Company.
4 Mr Sithichai Chaikriangkrai is a Director and the Chief Financial Officer of ThaiBev.
Key Information regarding Directors
Key information on the Directors is set out on pages 20 to 24.
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, 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.
Based on the NC’s review, the Board and the various Board Committees operate effectively and each Director is
contributing to the overall effectiveness of the Board.
86
Frasers centrepoint limited & subsidiariesCORPORATEGoVernance
Principle 6: Access to Information
Management provides the Board with detailed Board papers specifying relevant information and commercial
rationale for each proposal for which Board approval is sought. Such information includes 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 are circulated to the Board.
A calendar of activities is 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 is 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 also has separate and independent access to the Company’s senior
Management and the Company Secretary.
The Company Secretary attends all Board meetings, ensures that Board procedures are complied with, and provides
advice and guidance on corporate governance, and on legal and regulatory compliance. The Company Secretary also
facilitates and acts as a channel of communications 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 solicits
and consolidates Directors’ feedback and evaluation from time to time, and arranges for and facilitates orientation
programmes for new Directors and assists with their professional development as required. The Company Secretary
is 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.
B. R EM UNER ATIO N MATTE RS
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
Mr Panote Sirivadhanabhakdi
Chairman
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. The RC also reviews remuneration packages and service terms
of individual Directors and the Group CEO. When carrying out its duties, the RC reviews and makes recommendations
on the remuneration framework for the Board and key management personnel. The RC also oversees the framework
for remuneration for other key Management of the Company.
The RC reviews the level and mix of remuneration and benefits policies and practices of the Company, where
appropriate, including long-term incentives. When conducting such reviews, the RC takes into account the
performance of the Company and employees. It also reviews and approves the framework for salary reviews,
performance bonus and incentives for key Management of the Group.
87
annual report2014CORPORATEGoVernanCeThe RC will also review and recommend to the Board succession plans for key Management and the leadership
pipeline for the Company. In doing so, the RC aligns 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 seeks to build, motivate and retain Directors and key
Management. It ensures 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 takes into consideration industry practices and benchmarks 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 in place to motivate and reward employees
and align their interests to maximise long–term Shareholder value.
Long Term Incentive Plans
The RC administers 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
FTSE Straits Times Real Estate Index and Absolute Shareholders’ Return as a multiple of Cost of Equity.
88
Frasers centrepoint limited & subsidiariesCORPORATEGoVernanceThe 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.
In the Introductory Document dated 28 October 2013 for the listing of the Company, it was disclosed that the Company
may on or after its listing grant replacement FCL Awards (“Replacement FCL Awards”) to certain employees of the
Group pursuant to the RSP and PSP, in replacement of awards previously granted to them pursuant to the Fraser and
Neave, Limited Restricted Share Plan and the Fraser and Neave, Limited Performance Share Plan (the “Outstanding
F&N Awards”). Replacement FCL Awards were granted on 3 October 2014 to replace the Outstanding F&N Awards
previously granted to employees pursuant to the Fraser and Neave, Limited Share Plans. The first grant under the
RSP and PSP for the Financial Year 2013/2014 was also made on 3 October 2014.
Principle 9: Disclosure on Remuneration
Remuneration of Directors and Top Five Key Management Executives
Information on the remuneration of Directors of the Company and key management executives of the Group for the
financial year ended 30 September 2014 are set out below.
Directors of the Company1
Mr Charoen Sirivadhanabhakdi2
Khunying Wanna Sirivadhanabhakdi3
Mr Charles Mak Ming Ying4
Mr Chan Heng Wing4, 6
Mr Philip Eng Heng Nee4
Mr Wee Joo Yeow5
Mr Weerawong Chittmittrapap4
Mr Chotiphat Bijananda6
Mr Panote Sirivadhanabhakdi6
Mr Sithichai Chaikriangkrai6
Remuneration
S$
–7
–7
197,387
106,226
214,6138
79,892
123,258
163,000
148,000
164,000
Notes:
1 Mrs Siripen Sitasuwan had been appointed as a non-executive and independent Director on 25 October 2013 and re-appointed to the Board of FCL on
7 January 2014. She stepped down on 10 March 2014 in line with the disclosure made in the Introductory Document dated 28 October 2013 relating to the
listing of the Company. Director fees paid to her amount to $49,589.
2 Mr Charoen Sirivadhanabhakdi was appointed as non-executive and non-independent Director on 25 October 2013.
3 Khunying Wanna Sirivadhanabhakdi was appointed as non-executive and non-independent Director on 7 January 2014.
4 Mr Charles Mak, Mr Chan Heng Wing, Mr Philip Eng and Mr Weerawong Chittmittrapap were appointed as non-executive and independent Directors on
25 October 2013.
5 Mr Wee Joo Yeow was appointed as non-executive and independent Director on 10 March 2014.
6 Mr Chan Heng Wing, Mr Chotiphat Bijananda, Mr Panote Sirivadhanabhakdi and Mr Sithichai Chaikriangkrai were re-appointed to the Board of FCL at the
Annual General Meeting held on 7 January 2014.
7 Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi waived payment of Directors’ fees due to them.
8
Includes $76,000 being payment of directors’ fees from FCL’s subsidiary, Frasers Centrepoint Asset Management Ltd.
89
annual report2014CORPORATEGoVernanCeRemuneration of Group
CEO for Year Ended
30 September 2014
Mr Lim Ee Seng
Remuneration
$
4,016,000
Salary
%
35
Bonus
%
30
Allowances
& Benefits
%
2
Long Term
Inc / Benefits
%
33
Remuneration of Key Management
Executives for Year Ended
30 September 2014
Between $900,001 and $1,150,000
Mr Tang Kok Kai Christopher
Mr Chia Khong Shoong
Mr Choe Peng Sum
Mr Cheang Kok Kheong
Between $650,001 to $900,000
Mr Uten Lohachitpitaks
Salary
%
Bonus
%
Allowances
& Benefits
%
Long Term
Inc / Benefits
%
44
42
42
42
60
26
26
26
25
35
5
5
5
5
5
25
27
27
28
0
Total
%
100
Total
%
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 executives 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 S$50,000 during the year.
Directors’ Fees
The remuneration of non-executive Directors takes into account their level and quality of contribution and their
respective responsibilities, including attendance and time spent at Board meetings and Board Committee meetings.
Directors are paid a basic fee and attendance fees for attending Board meetings. Non-Executive Directors who
perform services through Board Committees are paid additional basic and attendance fees for such services. No
Director decides his own fees. Directors’ fees will be reviewed periodically to benchmark such fees against the
amounts paid by listed industry peers. The Company’s Board fee structure during the year is as set out below.
Basic Fee
($)
Attendance Fee
($)
Board
– Chairman
– Member
Audit Committee and Board EXCO
– Chairman
– Member
Nominating Committee, Remuneration Committee and Risk Management Committee
– Chairman
– Member
150,000
75,000
50,000
25,000
30,000
15,000
2,000
1,000
2,000
1,000
2,000
1,000
Shareholders’ approval will be sought at the next Annual General Meeting of the Company on 30 January 2015, for
the payment of the Directors’ fees for the financial year ending 30 September 2015 of up to $2,000,000 (last year: up
to $1,453,000).
90
Frasers centrepoint limited & subsidiariesCORPORATEGoVernanceC. ACCOUN TABILITY AND AUDI T
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 provides Shareholders with quarterly and annual
financial reports, and releases 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 aims 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 risk management and internal controls with a view to safeguard its
assets and Shareholders’ interests.
The AC1, with the assistance of internal and external auditors, reviews and reports to the Board on the adequacy of
the Company’s system of controls, including financial, operational, compliance controls and information technology,
established by Management. In assessing the effectiveness of internal controls, the AC ensures 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 RMC1, reviews the adequacy of the Group’s risk management framework to ensure that
robust risk management and mitigating 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.
The RMC oversees the risk management framework and policies of the Group. It is responsible for, among other
things, reviewing the Group’s risk management 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. In this regard, key risks, findings and recommendations are reported to the Board. Together with the
AC, the RMC helps 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. Through guidance to and discussions with
Management, it assists the Board in its determination of 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 are attended by the senior
Management of the Group, and serve as a forum to review and discuss material risks and exposures of the Group’s
businesses and strategies to mitigate risks.
91
annual report2014CORPORATEGoVernanCeThe RMC comprises the following members:
Chairman
Mr Chotiphat Bijananda
Member
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Member
Mr Weerawong Chittmittrapap Member
Member
Mr Panote Sirivadhanabhakdi
Member
Mr Sithichai Chaikriangkrai
Periodic updates are provided to the RMC on the Group’s risk profile. These updates 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.
The Board has received assurance from the CEO and the CFO of the Company that as at 30 September 2014, (a) the
financial records of the Group have been properly maintained and the financial statements for the year ended 30
September 2014 give a true and fair view of the Group’s operations and finances; (b) the system of internal controls in
place for the Group is adequate and effective as at 30 September 2014 to address financial, operational, compliance
and information technology risks which the Group considers relevant and material to its operations; and (c) the risk
management system in place for the Group is adequate and effective as at 30 September 2014 to address risks which
the Group considers relevant and material to its operations.
Based on the internal controls established and maintained by the Group, work performed by internal and external
auditors, reviews performed by Management and various Board Committees and assurance from the CEO and the
CFO, the Board, with the concurrence of the Audit Committee, is of the opinion that the Group’s internal controls
were adequate and effective as at 30 September 2014 to address financial, operational, compliance and information
technology risks, which the Group considers relevant and material to its operations.
Based on the risk management framework established and assurance from the CEO and the CFO, the Board is of the
view that the Group’s risk management system was adequate and effective as at 30 September 2014 to address 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 is set out on pages 78 to 79.
Principle 12: Audit Committee
The AC, on behalf of the Board, undertakes 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.
92
Frasers centrepoint limited & subsidiariesCORPORATEGoVernanceThe AC comprises the following members:
Mr Charles Mak Ming Ying
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
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
has committed reasonable resources to enable the Committee to discharge its functions effectively.
During the year, the key activities of the Audit Committee included the following:
•
•
•
•
•
•
•
•
Reviewing the quarterly and full-year financial results and related SGX announcements, including significant
financial reporting issues and assessments, to safeguard the integrity in financial reporting, and to ensure
compliance with the requirements of the Singapore Financial Reporting Standards.
Approving, on behalf of the Board, the 1st and 3rd Quarter financial results and related SGX-ST announcements
Recommending, for the approval of the Board, the half-year and annual financial results and related SGX-ST
announcements
Reviewing and evaluating with internal and external auditors, the adequacy and effectiveness of internal
control systems, including financial, operational and compliance controls
Reviewing and approving the internal and external audit plans to ensure the adequacy of the audit scope
Reviewing with internal and external auditors, the audit report and their recommendations, and monitoring
the timely and proper implementation of any required corrective or improvement measures
Reviewing the adequacy and effectiveness of the Group’s internal audit function, including the adequacy of
internal audit resources and its appropriate standing within the Group
Reviewing whistle-blowing investigations within the Group and ensuring appropriate follow-up actions, if
required
The Committee also meets 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 are prepared by external auditors and circulated
to members of the AC.
The Committee makes recommendations to the Board for approval by shareholders, the appointment and
re-appointment and removal of the Company’s external auditors.
During the year, the Audit Committee conducted a review of the scope and results of audit by the incumbent auditors
and its cost effectiveness, as well as the independence and objectivity of the auditors. It also reviewed all non-audit
services provided by the incumbent auditors, and the aggregate amount of audit fees paid to them. For details of
fees payable to the auditors in respect of audit and non-audit services for the year ended 30 September 2014, please
refer to Note 6 of the Notes to the Financial Statements on page 141. The Audit Committee is 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 is also satisfied with the aggregate amount of audit fees paid to the auditors.
Accordingly, the Audit Committee has recommended the re-appointment of the external auditors at the Annual
General Meeting of FCL. In recommending the re-appointment of the auditors, the Audit Committee considered and
reviewed 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.
93
annual report2014CORPORATEGoVernanCeWhistle-Blowing Policy
The Company 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 and any other persons in confidence and in good faith, without fear of reprisal. Details of this
policy have been disseminated and made available. All matters which are raised are then independently investigated
and appropriate actions taken. The AC ensures that independent investigations and any appropriate follow-up
actions are carried out.
Principle 13: Internal Audit
During the financial year ended 30 September 2014, the Internal Audit (“IA”) function for the Company was performed
by the Internal Audit department of Fraser and Neave, Limited (“F&NL”), FCL’s parent company prior to its listing,
as part of a transitional arrangement between the Company and F&NL for shared corporate services. On 25 October
2013, the Company had entered into a Shared Services Agreement (“SSA”) with Fraser & Neave (Singapore) Pte
Limited (“F&NS”), a wholly-owned subsidiary of F&NL, pursuant to which certain shared services (including IA
services) were provided by F&NS to the Company as part of transitional arrangements in conjunction with FCL’s
listing. It was envisaged that an independent IA department would perform the IA function for the Group (“FCL IA
Department”) on and after the expiry or termination of the SSA. The FCL IA Department would 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 would report directly to the Chairman of the AC and administratively, to the
Company Secretary.
For the financial year ended 30 September 2014, in performing IA services for the Company, the IA department
adopted and complied with the Standards for the Professional Practice of Internal Auditing set by the Institute of
Internal Auditors. The Head of the IA department and most of the internal audit staff are members of the Institute
of Internal Auditors, Singapore. 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 IA department also
received relevant technical training and seminars organised by the Institute of Internal Auditors, Singapore and
other professional bodies.
The IA department operates within the framework stated in a set of Terms of Reference. During the year, the Head
of IA department reported directly to the Chairman of the AC. 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 2014, the IA department 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.
Each quarter, the IA Department would 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 are highlighted at AC meetings for
discussion and follow-up action. The AC monitors the timely and proper implementation of required corrective,
preventive or improvement measures undertaken by Management.
The AC is satisfied that the IA department has adequate resources and appropriate standing within the Company to
perform its functions effectively.
94
Frasers centrepoint limited & subsidiariesCORPORATEGoVernanceD. S HA REH OLDE R R IGH TS AND R E S PO NSI B I LI TI ES
Principle 14: Shareholder Rights
FCL believes in treating all shareholders fairly and equitably. It aspires 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.
Principle 15: Communication with Shareholders
The Company prides itself on its high standards of disclosure and corporate transparency. At the Securities Investors
Association (Singapore) (“SIAS”) 15th Investors’ Choice Awards, FCL was named the Most Transparent Company for
the New Listings Category. 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 is tasked with and focuses on facilitating
communications between the Company and its Shareholders, as well as with the investment community.
The IR team communicates regularly with its Shareholders, as well as with the investment community, through
timely disclosures of material and other pertinent information, and via forums such as regular dialogues
and announcements to SGX-ST. The team also conducts roadshows (together with key senior Management),
and participates in investor seminars and conferences to keep the market and investors apprised of the FCL
Group’s corporate developments and financial performance. During the year, the IR team, together with senior
Management, engaged with Singapore and foreign investors at conferences, briefings and calls, non-deal
roadshows as well as one-on-one and group meetings. The aim of such engagements is to 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 makes 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.
Further details on IR’s activities and responsibilities during the year can be found in the Investor Relations section of
the Annual Report on pages 58 to 59.
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 supports and encourages 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. A copy of the Annual Report and notice of AGM are sent to all Shareholders.
Separate resolutions are proposed on each substantially separate issue at the meeting. Shareholders are given the
opportunity to raise questions and clarify any issues that they may have relating to the resolutions to be passed.
95
annual report2014CORPORATEGoVernanCeBoard members and senior Management are present at each Shareholders’ meeting to respond to any questions
from Shareholders. The Company’s external auditors are also present to address queries about the conduct of audit
and the preparation and content of the auditors’ report.
For greater transparency, FCL has implemented 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 is then screened at the meeting and announced to
the SGX-ST after the meeting. FCL will continue to use the electronic poll voting system at the forthcoming Annual
General Meeting.
Listing Rule 1207 sub-Rule (19) on Dealings in Securities
In compliance with Listing Rule 1207 sub-Rule (19) of the SGX-ST Listing Manual, the Group issues quarterly
reminders to its Directors, officers and employees on the restrictions in dealings in listed securities of the Group
during the period commencing (i) two weeks prior to the announcement of financial results of each of the first three
quarters of the financial year, and (ii) one month before the announcement of full year results, and ending on the
date of such announcements. Directors, officers and employees are also reminded not to trade in listed securities of
the Group at any time while in possession of unpublished price sensitive information and to refrain from dealing in
the Group’s securities on short-term considerations.
96
Frasers centrepoint limited & subsidiariesCORPORATEGoVernanceF I N A N C I A L S T A T E M E N T S
9 8
D I R E C T O R S ’ R E P O R T
1 0 4
S T A T E M E N T B Y
D I R E C T O R S
1 0 5
I N D E P E N D E N T A U D I T O R ’ S
R E P O R T
1 0 6
C O N S O L I D A T E D P R O F I T
S T A T E M E N T
1 0 7
C O N S O L I D A T E D
S T A T E M E N T O F
C O M P R E H E N S I V E I N C O M E
1 0 8
B A L A N C E S H E E T S
1 0 9
S T A T E M E N T S O F
C H A N G E S I N E Q U I T Y
1 1 3
C O N S O L I D A T E D C A S H
F L O W S T A T E M E N T
1 1 6
N O T E S T O T H E F I N A N C I A L
S T A T E M E N T S
D I R E C T O R S ’ R E P O R T
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 2014.
1.
DIRECTORATE
The directors of the Company in office at the date of this report are:
(Appointed on 25 October 2013) *
Mr Charoen Sirivadhanabhakdi (Chairman)
Khunying Wanna Sirivadhanabhakdi (Vice Chairman) (Appointed on 7 January 2014)
Mr Charles Mak Ming Ying
Mr Chan Heng Wing
Mr Philip Eng Heng Nee
Mr Wee Joo Yeow
Mr Weerawong Chittmittrapap
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 10 March 2014)
(Appointed on 25 October 2013) *
#
#
#
Appointed at Extraordinary General Meeting on 25 October 2013.
*
# Re-appointed at Annual General Meeting on 7 January 2014.
Mrs Siripen Sitasuwan resigned from the Board on 10 March 2014. The Board places on record its appreciation
to Mrs Sitasuwan for her past services.
At the forthcoming Annual General Meeting, the following directors will retire and, being eligible, offer
themselves for re-election:
–
–
–
Pursuant to Section 153(6) of the Companies Act, Chapter 50:
• Mr Charoen Sirivadhanabhakdi
• Khunying Wanna Sirivadhanabhakdi
By rotation pursuant to Article 91 of the Company’s Articles of Association:
• Mr Philip Eng Heng Nee
• Mr Charles Mak Ming Ying
• Mr Weerawong Chittmittrapap
Pursuant to Article 97 of the Company’s Articles of Association, having been appointed since the last
Annual General Meeting:
• Mr Wee Joo Yeow
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.
98
Frasers centrepoint limited & subsidiaries
D I R E C T O R S ’ R E P O R T
3.
DIRECTORS' INTERESTS IN SHARES OR DEBENTURES
The directors holding office at the end of the financial year who had interests in the shares in or debentures
of the Company and its related corporations as recorded in the register required to be kept under Section
164 of the Companies Act, Chapter 50 are as follows:
Charoen Sirivadhanabhakdi
–
Frasers Centrepoint Limited
• Ordinary Shares
FCL Treasury Pte. Ltd.
• S$600,000,000 4.88% Subordinated Perpetual Securities
–
–
–
–
–
(Series 3) (S$)
Australand Property Group
• Ordinary Shares
Fraser and Neave, Limited
• Ordinary Shares
Fraser & Neave Holdings Bhd
• Ordinary Shares
TCC Assets Limited
• Ordinary Shares
Khunying Wanna Sirivadhanabhakdi
–
Frasers Centrepoint Limited
• Ordinary Shares
FCL Treasury Pte. Ltd.
• S$600,000,000 4.88% Subordinated Perpetual Securities
–
–
–
–
–
(Series 3) (S$)
Australand Property Group
• Ordinary Shares
Fraser and Neave, Limited
• Ordinary Shares
Fraser & Neave Holdings Bhd
• Ordinary Shares
TCC Assets Limited
• Ordinary Shares
OTHER SECURITIES IN
GROUP COMPANIES
As at 1 Oct 2013
or Date of
Appointment
As at
30 Sep
2014
Nil
2,541,007,768 (1)
Nil
250,000,000 (2)
Nil
573,807,176 (3)
1,301,433,884 1,270,503,884 (4)
203,470,910 203,470,910 (5)
25,000
25,000
Nil
2,541,007,768 (1)
Nil
250,000,000 (2)
Nil
573,807,176 (3)
1,301,433,884 1,270,503,884 (4)
203,470,910 203,470,910 (5)
25,000
25,000
99
annual report2014
D I R E C T O R S ’ R E P O R T
3.
DIRECTORS' INTERESTS IN SHARES OR DEBENTURES (CONT’D)
(1)
The acquisition of interest arose from (i) the completion of the distribution of dividend in specie by Fraser and Neave, Limited (“F&N”) of
all the ordinary shares in the issued share capital of Frasers Centrepoint Limited (the “Company”) to shareholders of F&N, on the basis
of 2 shares in the Company for each share in F&N held by F&N shareholders; and (ii) the listing of the Company on the Main Board of the
Singapore Exchange Securities Trading Limited on 9 January 2014 (the “Listing Date”).
Each of Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi, owns 50% of the issued and paid-up share capital
of TCC Assets Limited ("TCCA"), and is therefore deemed to be interested in all of the 1,716,160,124 shares in Frasers Centrepoint Limited
(“FCL”) in which TCCA has an interest.
Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold a 51% direct interest in Siriwana Company Limited,
which in turn holds an approximate 45.27% direct interest in Thai Beverage Public Company Limited (“ThaiBev”).
Further, Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold a 100% direct interest in MM Group Limited
(“MM Group”). MM Group holds a 100% direct interest in each of Maxtop Management Corp. (“Maxtop”), Risen Mark Enterprise Ltd. (“RM”)
and Golden Capital (Singapore) Limited (“GC”). Maxtop holds a 17.23% direct interest in ThaiBev; RM holds a 3.32% direct interest in
ThaiBev; and GC holds a 0.06% direct interest in ThaiBev.
ThaiBev holds a 100% direct interest in International Beverage Holdings Limited, which in turn holds a 100% direct interest in InterBev
Investment Limited (“IBIL”). Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be
interested in all of the 824,847,644 shares in FCL in which IBIL has an interest.
TCC Prosperity Limited (“TCCP”) subscribed for S$250 million in aggregate principal amount of perpetual securities issued by FCL Treasury
Pte. Ltd. on 24 September 2014. Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi own all the shares in TCCP in equal
shares, and therefore are deemed to be interested in the perpetual securities in which TCCP has an interest.
On 7 July 2014, Frasers Amethyst Pte Ltd, a wholly-owned subsidiary of FCL, made an off-market takeover bid to acquire up to 100% of the
issued stapled securities of the Australand Property Group (being shares in Australand Holdings Limited and units in Australand Property
Trust, Australand Property Trust No. 4 and Australand Property Trust No. 5).
Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi owns more than 20% of the issued and paid-up share
capital of TCCA. TCCA is in turn the majority shareholder of FCL. Accordingly, each of Charoen Sirivadhanabhakdi and Khunying Wanna
Sirivadhanabhakdi is deemed to be interested in the 573,807,176 stapled securities in which TCCA has an interest held through FCL and its
subsidiaries as at 30 September 2014.
(2)
(3)
(4)
As at 30 September 2014:
–
–
TCCA holds 858,080,062 shares in Fraser and Neave, Limited (“F&N”); and
IBIL holds 412,423,822 shares in F&N.
Each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi is therefore deemed to be interested in all of the shares in F&N
in which TCCA and IBIL have an interest.
(5)
As at 30 September 2014, F&N holds 203,470,910 shares in Fraser & Neave Holdings Bhd.
Therefore, each of Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi has a deemed interest in all of the shares in Fraser
& Neave Holdings Bhd in which F&N has an interest.
There was no change in any of the abovementioned interests between the end of the financial year and
21 October 2014.
Except as disclosed in this report, no director who held office at the end of the financial year had interest in
shares in or debentures of the Company, or its related corporations.
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, Chapter 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 this report or in the
financial statements of the Company or of the Group, 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.
100
Frasers centrepoint limited & subsidiariesD I R E C T O R S ’ R E P O R T
5.
SHARE OPTIONS AND SHARE PLANS
(a)
Share Options
The Company does not have any share option scheme in place.
(b)
Share Plans
On 25 October 2013, F&N, which was then the sole shareholder of the Company, approved the adoption
of the FCL Restricted Share Plan (“RSP”) and FCL Performance Share Plan (“PSP”).
The RSP and PSP are administered by the Remuneration Committee which comprises the following
three non-executive directors who do not participate in the Share Plans:
Mr Philip Eng Heng Nee (Chairman)
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
(c)
Share Grants Under RSP and PSP
(i)
Under the RSP and PSP, the Company grants shares to eligible participants annually, referred
to herein as “RSP Shares” and “PSP Shares”, respectively. The grant (“Base Award”) represents
the right to receive fully paid shares, their equivalent cash value or combinations thereof, free
of charge, provided that certain prescribed performance conditions are met. The Remuneration
Committee that administers this scheme has absolute discretion in the granting of shares under
the RSP and PSP. The vesting of the RSP Base Award and the PSP Base Award are conditional
on the achievement of pre-determined targets set for a two-year performance period and a
three-year performance period respectively. The final number of RSP Shares and PSP Shares to
be awarded will be determined at the end of the performance period (“Final Award”).
The Final Award varies depending on the level of achievement of the pre-determined targets. An
achievement factor will be applied to the relevant Base Award to determine the final number of
RSP Shares and PSP Shares (as the case may be) to be awarded. The achievement factor ranges
from 0% to 150% for RSP and from 0% to 200% for PSP.
At the end of the performance period, 50% of the RSP Shares will be released upon vesting and
the balance will be released equally over the subsequent two years with fulfillment of service
requirements.
All PSP Shares will be released to the participants at the end of the three-year performance
period upon vesting.
Pre-determined targets are set by the Remuneration Committee at their absolute discretion for
the performance conditions to be met over the performance period. For the RSP, the targets set
are the achievement of Attributable Profit Before Fair Value Adjustment and Exceptional Items
(APBE) and Return On Capital Employed (ROCE). For the PSP, the pre-set targets are based on
Return on Invested Capital (ROIC), Total Shareholders’ Return Relative to Straits Times Index
and Absolute Shareholders’ Return as a multiple of Cost of Equity.
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.
No awards have been granted to controlling shareholders or their associates, or parent group
employees under the RSP and PSP.
No awards have been granted to directors of the Company.
No employee has received 5% or more of the total number of shares available/delivered pursuant
to grants under the RSP and PSP.
101
annual report2014
D I R E C T O R S ’ R E P O R T
5.
SHARE OPTIONS AND SHARE PLANS (CONT’D)
(c)
Share Grants Under RSP and PSP (cont’d)
(ii)
It was disclosed in the Introductory Document dated 28 October 2013 that the Company may on or after
the Listing Date, grant Replacement FCL Awards pursuant to the RSP and PSP to certain employees
of our Group in replacement of awards previously granted to them pursuant to the Fraser and Neave,
Limited Restricted Share Plan and the Fraser and Neave, Limited Performance Share Plan (the
“Outstanding F&N Awards”).
Replacement FCL Awards were granted on 3 October 2014 to replace the Outstanding F&N Awards
previously granted to FCL Employees pursuant to the Fraser and Neave, Limited Share Plans.
The first grant of RSP and PSP for the FY 2014 was also made on 3 October 2014.
RSP Shares
Conversion / Grant Date
Balance as at Conversion
or Grant Date
Replacement FCL Awards*
2014 (Year 1) Award
3 October 2014
3 October 2014
7,100,182
4,052,698
11,152,880
*
The Replacement FCL Awards were granted to replace the 1,844,401 Outstanding F&N Awards.
PSP Shares
Conversion / Grant Date
Balance as at Conversion
or Grant Date
Replacement FCL Awards**
2014 (Year 1) Award
3 October 2014
3 October 2014
1,200,527
667,839
1,868,366
** The Replacement FCL Awards were granted to replace the 370,246 Outstanding F&N Awards.
6.
AUDIT COMMITTEE
At a series of meetings convened during the twelve months up to the date of this report, the Audit Committee
reviewed reports prepared respectively by the external and the internal auditors and approved proposals
for improvement in internal controls. The announcement of quarterly results and the financial statements
of the Company and of the Group and the audit report thereon for the full year were also reviewed prior to
consideration and approval of the Board.
The Audit Committee has nominated Ernst & Young LLP for re-appointment by shareholders as auditor for
the ensuing financial year.
102
Frasers centrepoint limited & subsidiaries
D I R E C T O R S ’ R E P O R T
7.
AUDITOR
Ernst & Young LLP, have expressed their willingness to accept re-appointment as auditor and a resolution
proposing their appointment will be submitted at the Annual General Meeting.
On behalf of the Board
Charles Mak Ming Ying
Director
Singapore
12 November 2014
Sithichai Chaikriangkrai
Director
103
annual report2014S T A T E M E N T B Y D I R E C T O R S
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 2014 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 2014; 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
Singapore
12 November 2014
Sithichai Chaikriangkrai
Director
104
Frasers centrepoint limited & subsidiariesI N D E P E N D E N T A U D I T O R ’ S R E P O R T
T O T H E M E M B E R S O F F R A S E R S C E N T R E P O I N T L I M I T E D
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 2014, 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, Chapter 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 2014 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 2014
105
annual report2014C O N S O L I D A T E D P R O F I T S T A T E M E N T
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4
REVENUE
Cost of sales
GROSS PROFIT
Other income/(losses)
Other items of expenses
Operating costs
Marketing costs
Administrative costs
TOTAL COSTS AND EXPENSES
Note
3
4
5
Group
2014
$'000
2013
$'000
2,734,911
(1,704,708)
2,052,749
(1,241,094)
1,030,203
(3,330)
811,655
(2,561)
(195,880)
(63,169)
(131,296)
(144,771)
(60,599)
(92,122)
(390,345)
(297,492)
TRADING PROFIT
Share of results of associates and equity – accounted entities
Investment income
6
18(a)
7
636,528
52,532
302
511,602
59,536
–
PROFIT BEFORE INTEREST, FAIR VALUE CHANGE,
TAXATION AND EXCEPTIONAL ITEMS
Interest income
Interest expense
NET INTEREST COST
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:
Shareholders 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
The accompanying Notes form an integral part of the Financial Statements.
106
689,362
571,138
31,645
(42,950)
18,459
(79,428)
(11,305)
(60,969)
678,057
80,362
58,128
816,547
(119,787)
510,169
165,883
109,860
785,912
46,409
696,760
(155,513)
832,321
(96,583)
541,247
735,738
500,995
126,177
(126,461)
500,711
40,536
541,247
20.4¢
401,080
275,682
45,541
722,303
13,435
735,738
95.9¢
8
9
14
18(a)
10
11
12
Frasers centrepoint limited & subsidiariesC O N S O L I D A T E D S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4
PROFIT FOR THE YEAR
OTHER COMPREHENSIVE INCOME, NET OF TAX
Items that may be reclassified subsequently to profit statement:
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
and equity – accounted entities
Other comprehensive income for the year, net of tax
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
ATTRIBUTABLE TO:
Shareholders of the Company
Non-controlling interests
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Group
2014
$'000
2013
$'000
541,247
735,738
3,423
–
5,517
(34,900)
(81,286)
(17,126)
(3,468)
(15,049)
(81,331)
(61,558)
459,916
674,180
421,582
38,334
668,859
5,321
459,916
674,180
The accompanying Notes form an integral part of the Financial Statements.
107
annual report2014B A L A N C E S H E E T S
A S A T 3 0 S E P T E M B E R 2 0 1 4
NON-CURRENT ASSETS
Investment properties
Property, plant and equipment
Investments in:
– subsidiaries
– joint ventures
– associates and equity – accounted entities
Financial assets
Intangible assets
Other long-term assets
Prepayments
Other receivables
Deferred tax assets
Derivative financial instruments
CURRENT ASSETS
Prepaid land and development costs
Other prepayments
Inventory
Trade and other receivables
Properties held for sale
Derivative financial instruments
Cash and cash equivalents
TOTAL ASSETS
CURRENT LIABILITIES
Derivative financial instruments
Trade and other payables
Provision for taxation
Loans and borrowings
NET CURRENT ASSETS
NON-CURRENT LIABILITIES
Deferred tax liabilities
Derivative financial instruments
Other payables
Loans and borrowings
NET ASSETS
SHARE CAPITAL AND RESERVES
Share capital
Retained earnings
Other reserves
Equity attributable to Owners of the Company
NON-CONTROLLING INTERESTS –
PERPETUAL SECURITIES
NON-CONTROLLING INTERESTS – OTHERS
TOTAL EQUITY
Group
2014
$'000
2013
$'000
Note
14
15
6,822,331
279,300
3,115,234
31,599
16
17
18
19
20(a)
20(b)
21
22
23
25
21
21
22
24
25
26
25
27
28
23
25
27
28
29
30
32
–
–
1,499,055
2,164
510,450
148,432
10,141
245,565
111,983
2,080
9,631,501
480,244
31,292
4,195
751,537
5,079,495
29,623
883,604
7,259,990
16,891,491
7,358
1,620,392
181,365
1,493,767
3,302,882
3,957,108
13,588,609
174,063
7,979
196,184
6,122,608
6,500,834
7,087,775
1,753,977
4,565,577
115,995
6,435,549
597,654
7,033,203
54,572
7,087,775
–
–
1,055,983
2,164
64,478
43,200
–
168,104
2,937
–
4,483,699
398,033
11,901
3,578
302,763
4,737,053
1,478
506,784
5,961,590
10,445,289
3,232
1,725,158
112,674
629,135
2,470,199
3,491,391
7,975,090
117,928
3,059
1,200,444
1,175,373
2,496,804
5,478,286
1,083,977
4,363,384
3,725
5,451,086
–
5,451,086
27,200
5,478,286
Company
2014
$'000
1,600
–
1,609,043
500
–
2,148
–
–
–
2,522,213
–
–
4,135,504
–
22
–
721,626
–
254
86,537
808,439
4,943,943
6,098
132,542
10,114
–
148,754
659,685
4,795,189
–
227
634,291
–
634,518
4,160,671
1,753,977
2,212,590
194,104
4,160,671
–
4,160,671
–
4,160,671
2013
$'000
1,650
1
1,556,627
500
–
2,148
–
–
–
1,710,382
–
–
3,271,308
–
49
–
562,097
–
1,478
28,426
592,050
3,863,358
2,163
538,776
11,767
–
552,706
39,344
3,310,652
–
698
725,478
–
726,176
2,584,476
1,083,977
1,499,588
911
2,584,476
–
2,584,476
–
2,584,476
The accompanying Notes form an integral part of the Financial Statements.
108
Frasers centrepoint limited & subsidiariesS T A T E M E N T S O F C H A N G E S I N E Q U I T Y
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4
Attributable to Owners of the Company
Share
Capital
(Note 29)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 30)
$'000
Equity
Attributable
to Owners
of the
Company,
Total
$'000
Non-
Controlling
Interest –
Perpetual
Securities
(Note 32)
$'000
Non-
Controlling
Interests –
Others
$'000
Total
$'000
Total
Equity
$'000
1,083,977
–
4,363,384
500,711
3,725
–
5,451,086
500,711
– 5,451,086
500,711
–
27,200 5,478,286
541,247
40,536
–
–
–
–
–
–
–
–
–
3,242
(78,903)
3,242
(78,903)
(3,468)
(3,468)
(79,129)
(79,129)
500,711
(79,129)
421,582
–
–
–
–
–
3,242
(78,903)
181
(2,383)
3,423
(81,286)
(3,468)
–
(3,468)
(79,129)
(2,202)
(81,331)
421,582
38,334
459,916
Group
2014
Opening balance at
1 October 2013
Profit for the year
Other comprehensive income
Net fair value change of cash
flow hedges
Foreign currency translation
Share of other comprehensive
income of associates
Other comprehensive income
for the year
Total comprehensive income
for the year
Contributions by and
distributions to owners
Ordinary shares issued during
the year
1,000,000
–
–
1,000,000
– 1,000,000
– 1,000,000
Preference shares redeemed
during the year
Employee share-based expense
Dividend paid (Note 33)
Dividend proposed (Note 33)
Total contributions by and
distributions to owners
Changes in ownership interests
in subsidiaries and associates
Redemption of non-controlling
interest's preference shares
Shares issued to non-controlling
interest
Total changes in ownership
interests in subsidiaries and
associates
Total transactions with owners
in their capacity as owners
Contributions by and distributions
to perpetual securities holders
Issue of perpetual securities
Total contributions by and
distributions to perpetual
securities holders
Closing balance at
30 September 2014
(330,000)
–
–
–
–
–
(119,350)
(179,168)
–
12,231
–
179,168
(330,000)
12,231
(119,350)
–
670,000
(298,518)
191,399
562,881
–
–
–
–
–
–
–
–
–
–
–
–
670,000
(298,518)
191,399
562,881
–
–
–
–
–
–
–
–
–
(330,000)
12,231
(119,350)
–
–
–
(5,707)
–
(330,000)
12,231
(125,057)
–
562,881
(5,707)
557,174
–
–
–
(5,455)
(5,455)
200
200
(5,255)
(5,255)
562,881
(10,962)
551,919
–
–
–
–
–
–
–
–
597,654
597,654
597,654
597,654
–
–
597,654
597,654
1,753,977
4,565,577
115,995
6,435,549
597,654 7,033,203
54,572 7,087,775
The accompanying Notes form an integral part of the Financial Statements.
109
annual report2014S T A T E M E N T S O F C H A N G E S I N E Q U I T Y
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4 ( C O N T ’ D )
Attributable to Owners of the Company
Share
Capital
(Note 29)
$'000
Retained
Earnings
$'000
Other
Reserves
(Note 30)
$'000
Equity
Attributable
to Owners
of the
Company,
Total
$'000
Non-
Controlling
Interests
$'000
Total
Equity
$'000
Group
2013
Opening balance at 1 October 2012
Profit for the year
1,083,977
–
3,791,081
722,303
57,169
–
4,932,227
722,303
23,442
13,435
4,955,669
735,738
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 income
of associates
Other comprehensive income for the year
Total comprehensive income for the year
Contributions by and distributions to owners
Dividends paid (Note 33)
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
preference shares
Total changes in ownership interests
in subsidiaries and associates
Total transactions with owners in their
capacity as owners
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
5,278
(8,773)
5,278
(8,773)
239
(8,353)
5,517
(17,126)
(34,900)
(34,900)
–
(34,900)
–
–
722,303
(15,049)
(53,444)
(53,444)
(15,049)
(53,444)
668,859
–
(8,114)
5,321
(15,049)
(61,558)
674,180
(150,000)
(150,000)
–
–
–
(150,000)
–
–
–
–
–
–
(150,000)
(1,268)
(151,268)
(150,000)
(1,268)
(151,268)
–
–
–
300
(595)
(295)
300
(595)
(295)
(150,000)
(1,563)
(151,563)
Closing balance at 30 September 2013
1,083,977
4,363,384
3,725
5,451,086
27,200
5,478,286
The accompanying Notes form an integral part of the Financial Statements.
110
Frasers centrepoint limited & subsidiaries
S T A T E M E N T S O F C H A N G E S I N E Q U I T Y
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4 ( C O N T ’ D )
Share
Capital
(Note 29)
$'000
Retaining
Earnings
$'000
Other
Reserves,
Total
$'000
Hedging
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Total
Equity
$'000
Company
2014
Opening balance at 1 October 2013
Profit for the year
1,083,977 1,499,588
– 1,011,520
911
–
911
–
Other comprehensive income
Net fair value change of cash flow
hedges
Other comprehensive income for
the year
Total comprehensive income for
the year
Contributions by and distributions
to owners
Employee share-based expenses
Ordinary shares issued during the year
Preference shares redeemed during
the year
Dividend paid (Note 33)
Dividend proposed (Note 33)
Total transactions with owners in
their capacity as owners
Closing balance
at 30 September 2014
–
–
–
–
1,825
1,825
1,825
1,825
– 1,011,520
1,825
1,825
–
–
–
–
–
– 2,584,476
– 1,011,520
–
–
1,825
1,825
– 1,013,345
–
1,000,000
–
–
12,200
–
(330,000)
–
–
–
(119,350)
(179,168)
–
–
179,168
670,000
(298,518)
191,368
–
–
–
–
–
–
12,200
–
–
12,200
– 1,000,000
–
–
–
–
–
179,168
(330,000)
(119,350)
–
12,200
179,168
562,850
1,753,977 2,212,590
194,104
2,736
12,200
179,168 4,160,671
The accompanying Notes form an integral part of the Financial Statements.
111
annual report2014
S T A T E M E N T S O F C H A N G E S I N E Q U I T Y
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4 ( C O N T ’ D )
Share
Capital
(Note 29)
$'000
Retained
Earnings
$'000
Other
Reserves,
Total
$'000
Hedging
Reserve
$'000
Fair Value
Adjustment
Reserve
$'000
Asset
Revaluation
Reserve
$'000
Total
Equity
$'000
Company
2013
Opening balance at 1 October 2012
Profit for the year
1,083,977
–
430,818
211,656
1,038,293
–
(3,721)
–
34,900
–
1,007,114
–
2,553,088
211,656
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
Dividend paid (Note 33)
Transfer of reserves*
Total transactions with owners in
their capacity as owners
Closing balance
at 30 September 2013
–
–
–
–
–
–
–
–
–
–
4,632
4,632
–
(34,900)
–
(34,900)
(30,268)
4,632
(34,900)
211,656
(30,268)
4,632
(34,900)
–
–
–
–
4,632
(34,900)
(30,268)
181,388
–
(150,000)
1,007,114 (1,007,114)
857,114 (1,007,114)
–
–
–
1,083,977
1,499,588
911
911
–
–
–
–
–
(1,007,114)
(150,000)
–
(1,007,114)
(150,000)
–
2,584,476
*
The transfer from Asset Revaluation Reserve to Retained Earnings relates to the revaluation reserve on investments.
The accompanying Notes form an integral part of the Financial Statements.
112
Frasers centrepoint limited & subsidiariesC O N S O L I D A T E D C A S H F L O W S T A T E M E N T
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4
CASH FLOW FROM OPERATING ACTIVITIES
Profit before taxation and exceptional items
Adjustments for:
Development profit
Write-down to net realisable value of properties held for sale
Fair value change on investment properties
Share of associates' fair value change on investment properties
Depreciation of property, plant and equipment
Loss on disposal of property, plant and equipment
Amortisation of intangible assets
Employee share-based expense
Share of results of associates and equity – accounted entities
Mark-to-market (losses)/gains on derivatives
Write-back of provision for impairment of an associate
Interest expense
Interest income
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 ventures and associates' balances
Change in related companies' balances
Cash generated from/(used in) operations
Interest expense paid
Interest income received
Income taxes paid
Group
2014
$'000
2013
$'000
Note
816,547
785,912
5
20(a)
5
7
9
8
(516,725)
4,199
(80,362)
(58,128)
8,199
2,820
538
5,259
(52,532)
(1,490)
(177)
42,950
(31,645)
8,573
148,026
1,956,163
(925,183)
(163,952)
(281,652)
(4,681)
1,212
(242,214)
316,226
(19,176)
(658,358)
126,411
(31,092)
29,561
(77,755)
(408,711)
8,452
(165,883)
(109,860)
7,655
625
498
5,384
(59,536)
3,922
–
79,428
(18,459)
24,925
154,352
1,282,779
(996,030)
(256,054)
(398,033)
632
597
(31,687)
65,864
6,585
6,521
(164,474)
(78,485)
27,098
(87,017)
Net cash generated from/(used in) operating activities
47,125
(302,878)
The accompanying Notes form an integral part of the Financial Statements.
113
annual report2014C O N S O L I D A T E D C A S H F L O W S T A T E M E N T
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4 ( C O N T ’ D )
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from disposal of available-for-sale financial assets
Proceeds from disposal of investment property
Development expenditure – investment properties under construction
Purchase of property, plant and equipment
Payment of land premium for investment properties
Additions of investment properties
Purchase of intangible assets
Cost incurred on acquisition of subsidiary
Acquisition of subsidiaries, net of cash acquired
Investment in associates
Redemption of Series A CPPUs
Repayment by/(loans to) associates
Loans to joint ventures
Dividend income from available-for-sale financial assets
Dividend income from associates
Net cash (used in)/generated from 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
Repayment of long-term loans to a related company
Write off of Part Consideration of the Loans
Proceeds from issue of new shares
Redemption of preference shares
Proceeds from issue of perpetual securities
Payment of dividends by a subsidiary to non-controlling interest
Payment of dividends to shareholders
Group
2014
$'000
2013
$'000
–
527,956
(24,250)
(8,691)
(698,083)
(35,669)
(162)
(69,475)
(3,140,349)
(307,520)
–
19,598
(3,927)
125
55,510
60,709
–
(13,329)
(5,364)
–
(83,784)
(143)
–
–
(34,114)
306,158
(71,688)
–
–
61,068
(3,684,937)
219,513
200
(5,455)
5,137,622
(1,022,546)
(1,197,275)
(41,776)
1,000,000
(330,000)
597,654
(5,707)
(119,350)
300
(595)
591,924
(356,426)
(697,045)
–
–
–
–
–
(151,268)
Note
15
14
20(a)
16
7
27
27
29
29
32
33
33
Net cash generated from/(used in) financing activities
4,013,367
(613,110)
Net change in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effects of exchange rate on opening cash
375,555
502,609
–
(696,475)
1,202,222
(3,138)
Cash and cash equivalents at end of year
26
878,164
502,609
The accompanying Notes form an integral part of the Financial Statements.
114
Frasers centrepoint limited & subsidiariesC O N S O L I D A T E D C A S H F L O W S T A T E M E N T
F O R T H E Y E A R E N D E D 3 0 S E P T E M B E R 2 0 1 4 ( C O N T ’ D )
Group
2014
$'000
2013
$'000
Analysis of Acquisitions of Subsidiaries
Net assets acquired
Investment properties
Property, plant and equipment
Investment in equity – accounted entities
Intangible assets
Properties held for sale
Current assets
Current liabilities
Non-current liabilities
Cash and cash equivalents
Total identifiable net assets at fair value
Net goodwill arising from acquisition
Consideration paid in cash
Cash and cash equivalents of subsidiaries acquired
Cashflow on acquisition net of cash and cash equivalents acquired
2,837,769
264,248
115,827
23,569
1,616,052
217,870
(455,690)
(1,915,616)
142,292
2,846,321
436,320
3,282,641
(142,292)
3,140,349
The accompanying Notes form an integral part of the Financial Statements.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
115
annual report2014These notes form an integral part of the financial statements:
1.
CORPO RATE INFO RM AT IO N
Frasers Centrepoint Limited (the “Company”) is a limited liability company incorporated and domiciled in
Singapore. On 9 January 2014, the Company commenced trading on the Main Board of the Singapore Exchange
Securities Trading Limited (“SGX-ST”) by way of introduction. TCC Assets Limited, incorporated in the British
Virgin Islands, became the immediate and 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 activity of the Company is investment holding.
The principal activities of the significant subsidiaries, joint ventures and associates are set out in Note 43.
Related companies in the financial statements refer to Frasers Centrepoint Limited group of companies and
the entities related to the shareholders of TCC Assets Limited.
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES
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 2013:
Amendments to FRS 1
Revised FRS 19
FRS 113
Amendments to FRS 107
Improvements to FRSs 2012:
– Amendments to FRS 1
– Amendments to FRS 16
– Amendments to FRS 32
Presentation of Items of Other Comprehensive Income
Employee Benefits
Fair Value Measurement
Disclosures – Offsetting Financial Assets and Financial Liabilities
Presentation of Financial Statements
Property, Plant and Equipment
Financial Instruments : Presentation
116
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.1 Basis of Preparation (cont’d)
(a) Adoption of New and Revised Standards (cont’d)
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 the following:
(i)
Amendments to FRS 1 Presentation of Items of Other Comprehensive Income
The Amendments to FRS 1 change the grouping of items presented in other comprehensive
income. 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 other comprehensive income,
there is no impact on the Group’s financial position and financial performance upon adoption of
these amendments.
(ii)
FRS 113 Fair Value Measurement
FRS 113 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 has
applied the new fair value measurement guidance prospectively. The change had no significant
impact on the measurements of the Group’s assets and liabilities. The additional disclosures as
a result of the adoption of this standard have been included in Note 37.
2.2 Significant Accounting Judgements and Estimates
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.
(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 2.9. 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 of 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.
117
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.2 Significant Accounting Judgements and Estimates (cont’d)
(a) Key Sources of Estimation Uncertainty (cont’d)
(ii)
Valuation of Completed Investment Properties
The Group’s completed investment properties are stated at their estimated market values, which
are determined annually. The fair values are based on independent professional valuations
conducted annually except for certain overseas properties whereby valuations are performed
internally every year and at least once every two years, independent professional valuations
are obtained for cross-checking purposes. 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.
The Group’s valuation policies and procedures are disclosed in Note 37(d).
(iii)
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.
The Group’s valuation policies and procedures are disclosed in Note 37(d).
(iv) Net Realisable Value of Properties Held for Sale
Properties held for sale are carried at lower of cost and net realisable value.
A write down to net realisable value 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 carrying amounts of properties held for sale is as disclosed in the Group’s balance sheet.
118
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.2 Significant Accounting Judgements and Estimates (cont’d)
(a) Key Sources of Estimation Uncertainty (cont’d)
(v)
Impairment of Intangible Assets – Management Contracts, Goodwill and Brand
Impairment exists when the carrying value of an asset or cash generating unit (“CGU”) exceeds
its recoverable amount, which is the higher of its fair value less costs of disposal and its value
in use. The fair value less costs of disposal calculation is based on available data from binding
sales transactions, conducted at arm’s length, for similar assets or observable market prices
less incremental costs for disposing of the asset. The value in use calculation is based on a
discounted cash flow (“DCF”) model. The cash flows are derived from the budget for the next
five years and do not include restructuring activities that the Group is not yet committed to
or significant future investments that will enhance the asset’s performance of the CGU being
tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well
as the expected future cash-inflows and the growth rate used for extrapolation purposes. These
estimates are most relevant to goodwill and other intangibles, such as management contracts
and brand with indefinite useful lives recognised by the Group. The key assumptions used to
determine the recoverable amount for the different CGUs, including a sensitivity analysis, are
disclosed and further explained in Note 20(a).
In particular, the valuations of the brand and goodwill arising from business combinations during
the current year as disclosed in Note 16(b) and Note 20(a) have been provisionally determined as
at 30 September 2014, and as there are no indicators of impairment as at the reporting date, no
impairment testing is applicable for the current year.
(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)
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. The ultimate tax
determination of taxability of income and deductibility of expenses from certain transactions
are uncertain during the ordinary course of business. The tax computations of newly created tax
consolidated groups arising from business combinations would also be subject to uncertainty
and final assessment by tax authorities. 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.
The tax computation of newly created tax consolidated groups arising from business combinations
would also be subject to uncertainty and formal assessment by tax authorities.
119
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.2 Significant Accounting Judgements and Estimates (cont’d)
(b) Critical Judgements made in Applying Accounting Policies (cont’d)
(ii)
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.
(iii)
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, except for freehold properties with 75 years lease carved out or
99 years lease carved out which have been treated as finance leases.
(iv)
Classification of Property
In 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 serviced 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.
(v)
Business Combinations
The Group acquires subsidiaries that own real estate. At the time of acquisition, the Group
considers whether each acquisition represents the acquisition of a business or the acquisition of
an asset. The Group accounts for an acquisition as a business combination where an integrated
set of activities is acquired in addition to the property. More specifically, consideration is made
of the extent to which significant processes are acquired and, in particular, the extent of services
provided by the subsidiary (e.g. maintenance, cleaning, security, bookkeeping, hotel services,
etc). For example, the Group assessed the acquisition of the subsidiaries as disclosed in Note
16(b) as purchases of businesses because of the strategic management function and associate
processes purchased along with the investment and development properties.
When the acquisition of subsidiaries does not represent a business, it is accounted for as an
acquisition of a group of assets and liabilities. The cost of the acquisition is allocated to the
assets and liabilities acquired based upon their relative fair values, and no goodwill or deferred
tax is recognised.
120
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
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 43.
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.
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.
121
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.4 Basis of Consolidation and Business Combinations (cont’d)
(b) Business Combinations
Business combinations are accounted for by applying the acquisition method. Identifiable assets
acquired, 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 changes to other comprehensive income. If the contingent consideration is classified as equity, it is
not remeasured until it is finally settled within equity.
In business combinations achieved in stages, previously held equity interests in the acquiree are
remeasured to fair value at the acquisition date and any corresponding gain or loss is recognised in the
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’s 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.
122
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
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2.4 Basis of Consolidation and Business Combinations (cont’d)
(c) Property Acquisitions and Business Combinations
Where property is acquired, via corporate acquisitions or otherwise, management considers the
substance of the assets and activities of the acquired entity in determining whether the acquisition
represents the acquisition of a business. The basis of the judgement is set out in Note 2.2(b)(v).
Where such acquisitions are not judged to be an acquisition of a business, they are not treated as
business combinations. Rather, the cost to acquire the corporate entity is allocated between the
identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date.
Accordingly, no goodwill or additional deferred taxation arises. Otherwise, acquisitions are accounted
for as business combinations.
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.
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 43.
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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.
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 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 43.
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Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 20142.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.8
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.
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.
(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.
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2.8
Investment Properties (cont’d)
(b)
Investment Properties under Construction (“IPUC”) (cont’d)
The fair values of Singapore’s 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.
The fair values of overseas’ IPUC are determined at least once every two years based on the opinion
of a qualified independent valuer or internal valuer and valuations are performed using methods
as deemed appropriate by the valuer. Each IPUC is individually assessed. Valuations are adopted by
directors.
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.
2.9 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.
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”.
126
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
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2.9 Properties Held for Sale (cont’d)
(a) Development Properties Held for Sale (cont’d)
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.
A write down to net realisable value is made when it is anticipated that the net realisable value has
fallen below cost.
2.10 Property, Plant and Equipment
Property, plant and equipment 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.
Property, plant and equipment 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:
Freehold land
Buildings
Equipment, furniture and fittings
Motor vehicles
Rate per annum
Not depreciated
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 property, plant and
equipment.
2.11 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.
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2.11 Financial Assets (cont’d)
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.
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 statement 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.
2.12 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 2.11.
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 2.16.
2.13 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 2.11.
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.
2.14 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.
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Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
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2.15 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.
2.16 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 of disposal 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.
Impairment losses of continuing operations are recognised in profit statement, 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.
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.
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2.16 Impairment (cont’d)
(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.
(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.
130
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
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2.16 Impairment (cont’d)
(b)
Impairment of Financial Assets (cont’d)
(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.
2.17 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.
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2.17 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.
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2.18 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.
2.19 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) Hotel Income
Revenue from hotel operations is recognised on an accrual basis, upon rendering of the relevant
services.
(d) Dividends
Dividend income is recognised when the Group’s right to receive the payment is established.
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2.19 Revenue Recognition (cont’d)
(e)
Interest Income
Interest income is recognised using the effective interest method.
(f) Management Fees
Revenue is recognised on an accrual basis.
2.20 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 statement 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) 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.
(c) Brands
Brands with finite useful lives are amortised on a straight line basis over an estimated useful life of 10
years.
134
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.21 Foreign Currencies
(a) Foreign Currency Transactions
Transactions in foreign currencies are measured in the respective functional currencies of the
Company and its subsidiaries 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.
2.22 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.
135
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.22 Employee Benefits (cont’d)
(c) Share Plans
For equity-settled share-based payment transactions, the fair value of the services received is
recognised as an expense with a corresponding increase in equity over the vesting period during which
the employees become unconditionally entitled to the equity instrument. The fair value of the services
received is determined by reference to the fair value of the equity instrument granted at the grant date.
At each reporting date, the number of equity instruments that are expected to be vested are estimated.
The impact on the revision of original estimates is recognised as an expense and as a corresponding
adjustment to equity over the remaining vesting period, unless the revision to original estimates is due
to market conditions. No adjustment is made if the revision or actual outcome differs from the original
estimate due to market conditions.
For cash-settled share-based payment transactions, the fair value of the goods or services received
is recognised as an expense with a corresponding increase in liability. The fair value of the services
received is determined by reference to the fair value of the liability. Until the liability is settled, the
fair value of the liability is re-measured at each reporting date and at the date of settlement, with any
changes in fair value recognised for the period.
The proceeds received from the exercise of the equity instruments, net of any directly attributable
transaction costs, are credited to share capital when the equity instruments are exercised.
2.23 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.
136
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.23 Derivative Financial Instruments (cont’d)
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.
2.24 Derecognition of Financial Instruments
(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.
2.25 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.
2.26 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.
137
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.26 Leases (cont’d)
(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 2.19. Contingent rents are
recognised as revenue in the period in which they are earned.
(c) Other Long-Term Assets
For finance leases where the minimum lease payments have been fully received by the Group, the
other long-term assets represents 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. 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.
2.27 Exceptional Items
Exceptional items are one-off 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 arising from non-
recurring and non-operating transactions.
2.28 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.
138
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
2.
SUMMAR Y O F S IGNIF ICAN T AC C OUNTI NG POL ICI ES ( CO NT’D)
2.29 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).
2.30 Contingencies
A contingent liability is:
(a)
(b)
a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Group and the Company; or
a present obligation that arises from past events but is not recognised because it is not probable that
an outflow of resources embodying economic benefits will be required to settle the obligation or the
amount of obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised on the balance sheet of the Group and the Company, except for
contingent liabilities assumed in a business combination that are present obligations and which the fair
values can be reliably determined.
139
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
3.
REVENUE
Properties held for sale
– recognised on completed contract method
– recognised on percentage of completion method
Rent and related income
Management fee income
Hotel income
Others
4.
COST OF S ALES
Properties held for sale
5.
OTHER IN CO M E/ (LO SSE S)
Fair value gain/(loss) on foreign currency forward contracts
Foreign exchange (loss)/gain
Loss on disposal of property, plant and equipment
Others
Group
2014
$'000
2013
$'000
1,527,052
694,381
2,221,433
769,310
872,043
1,641,353
371,490
67,732
60,757
13,499
2,734,911
334,983
64,926
–
11,487
2,052,749
Group
2014
$'000
2013
$'000
(1,704,708)
(1,241,094)
Group
2014
$'000
1,490
(2,208)
(2,820)
208
(3,330)
2013
$'000
(3,922)
1,899
(625)
87
(2,561)
140
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 20146.
TR ADI NG PRO F IT
Trading profit is stated after crediting:
Write-back of allowance for doubtful trade receivables
Reversal of write-down to net realisable value of completed
properties held for sale
and charging:
Write down to net realisable value of properties held for sale
Allowance for doubtful trade receivables
Depreciation of property, plant and equipment
Amortisation of intangible assets
Audit fees paid to:
– auditors of the Company
– other auditors
Non-audit fees paid to:
– auditors of the Company
– other auditors
Property tax
Directors of the Company:
– Fee
– Remuneration of members of Board Committees
– Remuneration
– Provident Fund contribution
– Employee share-based expense
Resigned Directors of the Company:
– Fee
– Remuneration of members of Board Committees
– Remuneration
Key executive officers:
– Remuneration
– Provident Fund contribution
– Employee share-based expense
Staff costs
Defined contribution plans
Employee share-based expense
Group
2014
$'000
2013
$'000
Note
22
1,932
2,041
–
137
22
15
20(a)
4,199
1,093
8,199
538
632
1,750
240
337
20,856
622
499
–
–
–
32
17
–
6,282
66
2,178
94,537
7,670
3,081
8,589
2,556
7,655
498
535
924
827
1,052
20,114
–
–
3,066
19
1,587
–
–
62
5,153
101
1,344
56,583
5,053
2,453
141
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014Note
18
Note
20(b)
Group
2013
$'000
–
–
2014
$'000
125
177
Group
2014
$'000
2013
$'000
8,443
7,143
13,509
29,095
–
400
2,150
–
31,645
3,880
6,382
6,666
16,928
290
800
–
441
18,459
Group
2014
$'000
2013
$'000
(23,887)
(19,063)
(42,950)
–
(42,950)
(21,291)
(57,439)
(78,730)
(698)
(79,428)
7.
IN VES T MEN T INCOM E
Dividend income from available-for-sale financial assets
Write-back of provision for impairment of an associate
8.
IN TEREST INCOM E
Interest income from loans and receivables
– 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 assets
Interest rate swaps
– unrealised
– realised
9.
IN TERES T EX PEN SE
Interest expense
– loans and borrowings
– related companies
Interest rate swaps
– unrealised
142
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201410. EXCEPTIO NAL IT EMS
Gain on disposal of investment properties to an associate
Loss on redemption of quoted non-equity investments
Write-back of over-provision of bank profit share
Write off of Part Consideration of the Loans
(Loss)/gain on dilution in an associate's interest
Transaction costs on acquisition of subsidiaries
Gain on disposal of financial assets
Share of associates' exceptional items
Note
14
27
27
16(b)
2014
$'000
14,729
–
3,114
(41,776)
(637)
(88,111)
–
(7,106)
(119,787)
Group
2013
$'000
–
(622)
4,337
–
1,162
–
35,260
6,272
46,409
Current year’s share of associates’ exceptional items relates to share of an associate’s transaction costs
arising from acquisition of investment properties. Prior year’s share of exceptional items relates to associates’
gain on disposal of investment properties.
Included in exceptional items are audit fees paid to other auditors of $122,000 (2013: Nil), non-audit fees
paid to auditors of the Company of $624,000 (2013: Nil) and non-audit fees paid to other auditors of $318,000
(2013: Nil).
11. TAXATI ON
Based on profit for the year:
Current taxation
Withholding tax
Deferred taxation
Under/(over) provision in prior years:
Current taxation
Deferred taxation
Group
2014
$'000
2013
$'000
75,412
6,985
61,732
144,129
1,509
9,875
11,384
155,513
57,996
3,941
38,582
100,519
(3,163)
(773)
(3,936)
96,583
143
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201411. TAXATI ON ( C ON T’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
Under/(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 fair value adjustments
Withholding tax
Transfer of losses under group relief
Others
Effective tax rate
Group
2014
%
17.0
(2.5)
5.8
(3.0)
1.6
0.4
0.3
3.5
(2.9)
1.0
–
1.1
22.3
2013
%
17.0
(1.6)
1.4
(1.0)
(0.5)
0.8
0.1
0.4
(5.6)
0.5
(0.2)
0.3
11.6
During the current year, in relation to Year of Assessment (“YA”) 2014, certain subsidiaries in Singapore
have transferred losses of $7,956,000 (YA 2013: $72,706,000) to set off against the taxable income of other
companies in the Group. In the profit statement for the year, no tax benefits were recognised on the tax
losses utilised under the Singapore group relief system (FY 2013: $1,933,900). Tax benefits of $16,047,000
(2013: $14,694,000) 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, during the year the corporate tax rate was reduced from 23% to 21% effective from 1
April 2014. In FY 2013, the corporate tax rate was reduced from 24% to 23% effective from 1 April 2013.
As at 30 September 2014, certain subsidiaries have unutilised tax losses of approximately $639,555,000
(2013: $253,389,000) and unabsorbed capital allowances of $9,537,000 (2013: Nil) available for set off against
future taxable profits and taxable capital gains respectively of which deferred tax assets of $124,909,000
(2013: $1,950,000) have been recognised. Included in the unutilised tax losses as at 30 September 2014 are
$435,595,000 arising from acquisition of Australand Property Group, which $104,910,000 deferred tax assets
are recognised as part of the Purchase Price Allocation (“PPA”) as disclosed in Note 16(b). The use of these
tax losses is subject to certain statutory requirements being met in the various legal jurisdiction. Tax losses
amounting to $13,020,000 (2013: 13,231,000) can be carried forward for 5 years subsequent to the year of the
loss, while the remaining tax losses have no expiry dates.
144
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201412. EARNI NG S PE R SH AR E
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 financial year. The
following table reflects the profit and share data used in the computation of basic and diluted earnings per
share for the year ended 30 September:
Attributable profit to shareholders of the Company
– before fair value change and exceptional items
– after fair value change and exceptional items
Group
2014
$'000
2013
$'000
500,995
500,711
401,080
722,303
No. of Shares
'000
'000
Weighted average number of ordinary shares in issue
2,457,316
753,292
Basic and diluted earnings per share
– before fair value change on investment properties and exceptional items
– after fair value change on investment properties and exceptional items
20.4¢
20.4¢
53.2¢
95.9¢
There are no potential dilutive ordinary shares in existence for the years presented.
13. SEGM ENT INFOR MAT ION
The Group’s operating businesses are organised and managed separately according to the nature of activities.
During the year, the Group acquired Australand Property Group (“Australand”) whose operating business
include residential, commercial, industrial and retail development, and investment in income producing
commercial and industrial properties, property trust management and property management. All of
Australand’s operations are in Australia. As Australand is a significant business group, the Group manages
it as a separate operating business segment on its own. With the inclusion of Australand, the Group’s
operating business segments are namely investment properties, Real Estate Investment Trusts, development
properties, serviced residences, Australand and corporate and others. Serviced residences comprise serviced
apartments and related management consultancy services.
The Group operates in six main geographical areas, namely, Singapore, Australia, Europe, 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.
145
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
13. SEGM ENT INFOR MAT ION (C ON T ’D)
Year ended 30 September 2014
The following table presents financial information regarding business segments:
Business segment
Investment
Properties
$'000
REIT
$'000
Development
Corporate
Properties Hospitality Australand
$'000
$'000
$'000
& Others Eliminations
$'000
$'000
Group
$'000
Revenue – external
Revenue – inter-segment
Revenue – intra-segment
Total revenue
Subsidiaries and joint
ventures
Associates and equity –
accounted entities
PBIT *
Interest income
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
Non-current assets
Current assets
Investments in associates
and equity – accounted
entities
Tax assets
Bank deposits and cash
balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current
assets
Additions to intangible
assets
Depreciation
Write down to net realisable
value of properties held
for sale
Exceptional items
146
134,142
3,985
–
138,127
68,384
–
–
–
–
–
2,235,682
–
–
2,235,682
267,898
–
9,531
277,429
47,110
–
–
47,110
50,079
35,524
19,694
105,297
– 2,734,911
–
(39,509)
(29,225)
–
(68,734) 2,734,911
494,547
67,782
5,599
518
–
54,389
(3,792)
–
803
1,132
68,384
54,389
490,755
67,782
6,402
1,650
63,315
–
–
56,249
–
–
17,047
–
–
–
–
1,879
–
–
–
–
–
636,830
52,532
689,362
31,645
(42,950)
678,057
80,362
58,128
816,547
(119,787)
696,760
(155,513)
541,247
3,225,273
14,696
–
–
13,527 1,225,443 3,292,323
278,546 1,705,422
4,343,867
232,023
65,729
– 7,988,589
– 6,408,260
– 1,245,261
136,832
–
112,081
4,881
76,319
–
1,027,830
181,243
352,269
194,252
744,001
–
116
–
–
–
102
21,623
7,929
2,532
–
85
–
6,743
446,348
487
162
778
–
–
–
(7,744)
4,199
3,114
–
(1,787)
–
(53,606)
–
(59,764)
– 1,499,055
111,983
883,604
16,891,491
– 1,831,913
7,616,375
355,428
9,803,716
–
–
–
–
–
776,187
446,510
8,209
4,199
(119,787)
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
13. SEGM ENT INFOR MAT ION (C ON T ’D)
Year ended 30 September 2014 (cont’d)
Business segment
Investment
Properties
$'000
REIT
$'000
Development
Corporate
Properties Hospitality Australand
$'000
$'000
$'000
& Others Eliminations
$'000
$'000
Group
$'000
Attributable profit before
exceptional items
Exceptional items
Attributable profit
113,616
–
113,616
102,219
(7,744)
94,475
351,640
2,492
354,132
40,111
(7,839)
32,272
(8,794)
(53,606)
(62,400)
28,380
(59,764)
(31,384)
–
–
–
627,172
(126,461)
500,711
The following table presents financial information regarding geographical segments:
Geographical segment
Singapore
Australia
$'000
$'000
Europe
$'000
China
$'000
Thailand
Others(1)
$'000
$'000
Group
$'000
Total revenue
PBIT *
1,140,087
1,011,220
400,673
147,135
291,918
87,328
238,659
39,121
7,582
3,314
45,445
11,791
2,734,911
689,362
Non-current assets
Current assets
Investments in associates
and equity – accounted
entities
Tax assets
Bank deposits and cash
balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current
assets
Additions to intangible assets
Depreciation
Write down to net realisable
value of properties held for
sale
Exceptional items
3,575,046
3,720,152
2,425,013
3,011,479
300,374
251,669
260,859
562,910
7
132,151
7,988,589
35,901
121,288
6,408,260
1,249,634
112,081
–
88,937
47,896
507
1,499,055
111,983
883,604
16,891,491
847,608
573,875
108,904
289,791
616
11,119
1,831,913
7,616,375
355,428
9,803,716
747,828
162
2,082
24,800
446,348
3,268
–
–
(56,492)
(67,956)
2,644
–
1,346
2,076
4,661
300
–
973
–
–
–
–
3
–
–
615
–
537
776,187
446,510
8,209
2,123
4,199
–
(119,787)
* PBIT – Profit before interest, fair value change, taxation and exceptional items.
(1) Others – New Zealand, Vietnam, Philippines, Indonesia and Malaysia.
147
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
13. SEGM ENT INFOR MAT ION (C ON T ’D)
Year ended 30 September 2013
The following table presents financial information regarding business segments:
Business segment
Investment
Properties
$'000
Development
REIT
$'000
Properties Hospitality
$'000
$'000
136,224
2,346
–
138,570
63,032
–
–
–
–
–
1,682,379
–
–
1,682,379
183,833
484
9,661
193,978
375,454
69,658
–
54,452
3,923
–
63,032
54,452
379,377
69,658
Corporate
& Others
$'000
50,313
38,660
15,824
104,797
3,458
1,161
4,619
Revenue – external
Revenue – inter-segment
Revenue – intra-segment
Total revenue
Subsidiaries and joint
ventures
Associates and equity –
accounted entities
PBIT *
Interest income
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
Non-current assets
Current assets
Investments in associates
and equity – accounted
entities
Tax assets
Bank deposits and cash
balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
129,960
–
–
107,771
–
–
35,923
–
–
2,089
1,759,211
289,847
–
–
14,320
4,786,822
1,429,336
347,755
67,866
184,428
–
910,897
142,232
–
2,854
250,240
–
1,620,576
276,872
784,205
Other segment information
Additions to non-current
assets
Additions to intangible
assets
Depreciation
Write-down to net realisable
value of properties held
for sale
Exceptional items
24,062
–
139
–
–
148
–
–
–
101
–
308
77,157
13,385
–
6,480
143
770
–
5,512
8,452
4,337
–
–
–
36,560
Eliminations
$'000
Group
$'000
–
(41,490)
(25,485)
(66,975)
2,052,749
–
–
2,052,749
–
–
–
–
–
–
–
–
–
–
–
–
–
–
511,602
59,536
571,138
18,459
(79,428)
510,169
165,883
109,860
785,912
46,409
832,321
(96,583)
735,738
3,270,733
5,608,852
1,055,983
2,937
506,784
10,445,289
2,931,893
1,804,508
230,602
4,967,003
114,705
143
7,697
8,452
46,409
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
13. SEGM ENT INFOR MAT ION (C ON T ’D)
Year ended 30 September 2013 (cont’d)
Business segment
Investment
Properties
$'000
Development
Properties
$'000
REIT
$'000
Hospitality
$'000
Corporate
& Others
$'000
Eliminations
$'000
Group
$'000
Attributable profit before
exceptional items
Exceptional items
Attributable profit
176,147
–
176,147
156,927
5,512
162,439
281,908
3,470
285,378
68,754
–
68,754
(6,974)
36,559
29,585
–
–
–
676,762
45,541
722,303
The following table presents financial information regarding geographical segments:
Geographical segment
Singapore
$'000
Australia
$'000
Total revenue
PBIT *
1,583,514
499,352
187,105
4,230
Europe
$'000
81,321
18,465
2,371,445
3,016,155
88,086
1,526,822
428,029
337,241
China
$'000
Thailand
$'000
Others(1)
$'000
Group
$'000
157,409
29,552
259,841
580,027
20,328
7,896
10
42,038
23,072
11,643
2,052,749
571,138
123,322
106,569
3,270,733
5,608,852
Non-current assets
Current assets
Investments in associates
and equity – accounted
entities
Tax assets
Bank deposits and cash
balances
Total assets
Liabilities
Loans and borrowings
Tax liabilities
Total liabilities
Other segment information
Additions to non-current
assets
Additions to intangible assets
Depreciation
Write- down to net realisable
value of properties held
for sale
Exceptional items
913,547
–
–
97,252
44,980
204
2,133,113
378,160
211,224
163,444
8,298
37,654
1,055,983
2,937
506,784
10,445,289
2,931,893
1,804,508
230,602
4,967,003
26,642
143
2,298
–
42,072
61,375
–
1,639
26,255
–
2,011
8,589
–
(137)
4,337
184
–
1,148
–
–
1
–
4
–
–
248
–
597
–
–
114,705
143
7,697
8,452
46,409
* PBIT – Profit before interest, fair value change, taxation and exceptional items.
(1) Others – New Zealand, Vietnam, Philippines, Indonesia and Malaysia.
149
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
14.
IN VES T MEN T PR OPE RT IES
Group
Balance Sheet
At Cost
At 1 October 2012
Currency re-alignment
Transfer upon completion
Additions
Fair value change
At 30 September 2013 and 1 October 2013
Currency re-alignment
Transfer from prepayments
Transfer from properties held for sale
Reclassification to other long-term assets
Additions
Disposals
Fair value change
Acquisition of subsidiaries
At 30 September 2014
Investment
Properties
Completed
Investment
Under
Properties Construction
$'000
$'000
Total
Investment
Properties
$'000
2,500,581
15,470
105,566
83,784
165,883
2,871,284
(40,581)
–
400,000
(101,848)
35,669
(499,409)
80,362
2,806,053
5,551,530
320,853
–
(105,566)
28,663
–
243,950
(634)
259,401
–
–
736,368
–
–
31,716
1,270,801
2,821,434
15,470
–
112,447
165,883
3,115,234
(41,215)
259,401
400,000
(101,848)
772,037
(499,409)
80,362
2,837,769
6,822,331
During the year, the Group disposed of $499,409,000 of investment properties under the hospitality segment
to an associate. The gain on disposal amounted to $14,729,000 (Note 10).
Profit Statement
Rental income from completed investment properties:
– Minimum lease payments
– Contingent rent based on tenants' turnover
2014
$'000
2013
$'000
269,980
1,989
271,969
229,995
2,894
232,889
Direct operating expenses (including repairs and maintenance) arising from:
– Rental generating properties
128,052
85,933
150
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
14.
IN VES T MEN T PR OPE RT IES ( C ON T’D )
Company
Balance Sheet
At Cost
At 1 October 2012
Fair value change
At 30 September 2013 and 1 October 2013
Fair value change
At 30 September 2014
(a) Completed Investment Properties
Completed
Investment
Properties
$'000
1,550
100
1,650
(50)
1,600
Completed investment properties comprise serviced residences and commercial properties that are leased
mainly to third parties under operating leases (Note 40).
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 internal or external 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 highest and best use basis and were prepared
primarily using the Direct Comparison Method, Income/Investment Approach, Discounted Cash Flow Analysis
and Capitalisation Method. 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.
151
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201414.
IN VES T MEN T PR OPE RT IES ( C ON T’D )
(a) Completed Investment Properties (cont’d)
Where external independent professional valuations were obtained, these were carried out by the following
valuers:
Country
Singapore
United Kingdom
Australia
Philippines
Vietnam
Indonesia
China
2014
Valuers
2013
Valuers
Knight Frank Pte Ltd
Savills Commercial Limited
CBRE Valuations Pty Limited
Knight Frank Australia Pty Ltd
Jones Lang Lasalle Advisory
Services Pty Limited
Savills Valuations Pty Ltd
CIVAS (VIC) Pty Limited
M3 Property Pty Ltd
Urbis Valuations Pty Limited
Asian Appraisal Company, Inc.
Colliers International
KJPP Rengganis, Hamid & Rekan
Savills Real Estate Valuation
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
(Beijing) Company
(b)
Investment Properties under Construction
Investment property under construction is valued annually by internal or external valuers by estimating the
fair value of the completed investment property and then deducting from that amount the estimated costs to
complete the construction and a reasonable profit margin on construction and development. The estimated
cost to complete is determined based on the construction cost per square metre in the pertinent area.
Where external independent professional valuations were obtained, these were carried out by the following
valuers:
Country
2014
Valuers
2013
Valuers
Singapore
Knight Frank Pte Ltd
Knight Frank Pte Ltd
IPUC amounting to approximately $1,234,959,000 (2013: $243,950,000) have been mortgaged to banks as
securities for bank facilities.
152
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
15. PR OPERTY, PLANT AND EQ UIPM E NT
Group
Cost
At 1 October 2012
Currency re-alignment
Additions
Disposals/write-offs
At 30 September 2013 and
1 October 2013
Currency re-alignment
Acquisition of subsidiaries
Additions
Disposals/write-offs
At 30 September 2014
Accumulated Depreciation
At 1 October 2012
Currency re-alignment
Charge for the year 2013
Disposals/write-offs
At 30 September 2013 and
1 October 2013
Currency re-alignment
Charge for the year 2014
Acquisition of subsidiaries
Disposals/write-offs
At 30 September 2014
Net Book Value
At 30 September 2014
At 30 September 2013
Freehold
Land and
Buildings
$'000
Equipment,
Furniture
and Fittings
$'000
Motor
Vehicles
$'000
Others
$'000
Total
$'000
–
–
–
–
–
(1,599)
230,271
–
–
228,672
–
–
–
–
–
(18)
1,144
–
–
1,126
67,144
682
5,251
(2,299)
70,778
(1,812)
34,686
8,638
(30,259)
82,031
34,082
(532)
7,601
(1,674)
39,477
(699)
6,970
4,044
(16,333)
33,459
1,062
24
113
–
1,199
(14)
–
53
–
1,238
787
18
96
–
901
33
95
–
–
1,029
–
–
–
–
–
(362)
3,335
–
–
2,973
–
–
–
–
–
–
–
–
–
–
68,206
706
5,364
(2,299)
71,977
(3,787)
268,292
8,691
(30,259)
314,914
34,869
(514)
7,697
(1,674)
40,378
(684)
8,209
4,044
(16,333)
35,614
227,546
–
48,572
31,301
209
298
2,973
–
279,300
31,599
153
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201415. PR OPERTY, PLANT AND EQ UIPM E NT (CO NT’D )
Company
At Cost
At 1 October 2012, 30 September 2013,
1 October 2013 and 30 September 2014
Accumulated Depreciation
At 1 October 2012
Charge for the year 2013
At 30 September 2013 and 1 October 2013
Charge for the year 2014
At 30 September 2014
Net Book Value
At 30 September 2014
At 30 September 2013
Equipment,
Furniture
and
Fittings
$'000
53
51
1
52
1
53
–
1
The depreciation charge for the year is included in the financial statements as follows:
Charged to profit statement (Note 6)
Capitalised in properties held for sale
Group
2013
$'000
7,655
42
7,697
2014
$'000
8,199
10
8,209
Company
2014
$'000
2013
$'000
1
–
1
1
–
1
16.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES
Company
2014
$'000
2013
$'000
1,689,533
(80,490)
1,609,043
1,637,117
(80,490)
1,556,627
Investments in subsidiaries
Unquoted shares, at cost
Allowance for impairment
154
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201416.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES (CO NT’D)
Balances with subsidiaries
Amounts due from subsidiaries
– interest free
– interest bearing
Amounts due to subsidiaries
– interest free
– interest bearing
Net balances with subsidiaries
Note
22
27
Company
2014
$'000
2013
$'000
1,165,355
2,063,777
3,229,132
1,109,011
1,163,465
2,272,476
(521,993)
(125,425)
2,581,714
(938,299)
–
1,334,177
Amounts due from subsidiaries are non-trade related, unsecured and payable in cash. In respect of interest-
bearing amounts, interest of between 0.2% to 5.8% (2013: between 0.2% to 6.7%) per annum was charged.
Amounts due to subsidiaries are non-trade related, unsecured and payable in cash. In respect of interest-
bearing amounts, interest of 5.8% (2013: Nil) per annum was charged.
Balances which are payable on demand have been classified as current while balances with no fixed terms
of repayment and not expected to be repaid within the next 12 months have been classified as non-current.
Refer to disclosures in Notes 22 and 27 respectively.
Details of significant subsidiaries are included in Note 43.
(a)
Incorporation/Constitution of Subsidiaries
The following subsidiaries of the Group and Company were incorporated during the financial year:
Subsidiaries of the Group
Incorporated
in
Date of
Incorporation
Paid-up Capital
Group's
Effective
Interest
Frasers Hospitality Group Pte. Ltd.
Frasers Hospitality Asset Management
Singapore
10 October 2013
S$500,000
100%
Pte. Ltd.
Singapore 20 November 2013
S$1,000,000
100%
Frasers Hospitality Trust Management
Pte. Ltd.
FCL Bridgepoint Australia Pty Ltd
Frasers Hospitality Sydney Investments
Singapore
Australia
13 January 2014
7 February 2014
Pty Ltd
Australia
23 May 2014
Frasers Hospitality Dalian Holding
Pte. Ltd.
Frasers Hospitality Berlin
Investments Ltd
Frasers Hospitality ML Pte. Ltd.
Frasers Sydney ML Hotel Pty Ltd
Frasers Amethyst Pte. Ltd.
Sembawang Residences Pte. Ltd.
Singapore
United
Kingdom
Singapore
Australia
Singapore
Singapore
11 June 2014
17 June 2014
18 June 2014
19 June 2014
27 June 2014
13 August 2014
S$1
A$2
A$1
S$2
GBP2
S$1
A$1
S$1
S$1,000,000
100%
100%
100%
100%
100%
100%
100%
100%
80%
155
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201416.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES (CO NT’D)
(b) Acquisition of Subsidiaries
(i)
On 24 April 2014, FCL (Fraser) Pte. Ltd. (“FCL (Fraser)”), a wholly-owned subsidiary of the Company,
completed the acquisition of 100% shareholding interest in Teycotel BCN, S.L. (“Teycotel BCN”), a
company incorporated in Spain. Teycotel BCN is the owner of “Hotel Porta Marina”, which is located in
Barcelona, Spain. Teycotel BCN also holds all the shares in Teycotel Gestio Hotels, S.L., the operator
of the Hotel. The consideration is approximately EUR1,078,000 (approximately S$1,868,000), and was
arrived at on a “willing-buyer-willing-seller” basis, taking into account the net tangible asset value
of Teycotel BCN as at 31 March 2014 of approximately EUR877,000 (approximately S$1,518,000). The
purchase price was paid in cash and funded from internal sources. As part of the acquisition, by way of
shareholder’s loan to Teycotel BCN, FCL (Fraser) procured repayment of certain outstanding loans and
debts owing by Teycotel Gestio amounting to approximately EUR4,528,000 (approximately S$7,840,000).
The fair value of the identifiable assets and liabilities of Teycotel BCN as at acquisition date were:
Fair Value
Recognised on
Acquisition
$'000
26,460
674
978
73
28,185
(868)
(24,621)
(25,489)
2,696
(828)
1,868
1,868
(73)
1,795
Investment properties
Property, plant and equipment
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Bank borrowings
Total identifiable net assets at fair value
Negative goodwill arising from acquisition
Total consideration
Cash of subsidiary acquired
Net cash outflow on acquisition of subsidiary
156
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
16.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES (CO NT’D)
(b) Acquisition of Subsidiaries (cont’d)
Negative goodwill arising from acquisition
The negative goodwill of $828,000 arose due to excess of fair value of its identifiable net assets over
consideration. The negative goodwill recognised is not expected to be taxable for income tax purposes.
Impact of the acquisition on profit statement
From the acquisition date, Teycotel BCN has contributed $2,204,000 of revenue and $697,000 to the
Group’s profit for the year. If the business combination had taken place at the beginning of the year, the
contribution by Teycotel BCN to the Group’s revenue and Group’s profit for the year would have been
$2,915,000 and $384,000 respectively.
(ii)
On 20 June 2014, Frasers Hospitality Investments Melbourne Pte. Ltd., a wholly-owned subsidiary of
the Company, completed the acquisition of 100% unitholding in Lasalle 61 Philip Sub Trust, a unit trust
established in Australia by a trust deed and 100% of the issued share capital of Ananke Holdings Pty
Ltd (“Ananke”), a company incorporated in Australia (collectively, the “Sofitel”).
The aggregate consideration for the acquisition was approximately A$202.7 million (approximately
S$237.2 million), and was arrived at on a “willing-buyer-willing-seller” basis, taking into account the
valuation of the hotel, Sofitel Wentworth Sydney, of approximately A$202.0 million (approximately
S$236.3 million), the net cash and accounts receivable and payable of the Sub Trust and Ananke of
approximately A$1.7 million (approximately S$2.0 million). The purchase price was paid in cash and
funded from borrowings and internal resources.
The fair value of the identifiable assets and liabilities of subsidiaries as at the acquisition date were:
Property, plant and equipment
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Total identifiable net assets at fair value
Goodwill arising from acquisition
Total consideration
Cash of subsidiaries acquired
Cash outflow on acquisition of subsidiaries
Transaction costs
Fair Value
Recognised on
Acquisition
$'000
230,068
20,535
8,936
259,539
(26,932)
232,607
1,451
234,058
(8,936)
225,122
Transaction costs related to the acquisition of $12,901,000 have been recognised in the “Exceptional
Items” in the Group’s profit statement for the year ended 30 September 2014.
157
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201416.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES (CO NT’D)
(b) Acquisition of Subsidiaries (cont’d)
Goodwill arising from acquisition
The goodwill of $1,451,000 represents excess purchase consideration paid over the fair value of its
identifiable net assets and is written off in the “Exceptional Items” in the Group’s profit statement for
the year ended 30 September 2014. None of the goodwill recognised is expected to be deductible for
income tax purposes.
Impact of the acquisition on profit statement
From the acquisition date, Sofitel has contributed revenue of $14,596,000 and loss of $1,382,000 to the
Group’s profit for the year. If the business combination had taken place at the beginning of the year,
the contribution by Sofitel to the Group’s revenue and the Group’s profit for the year would have been
$53,650,000 and gain of $2,649,000, respectively.
Provisional accounting of the acquisition of Sofitel
As a consequence of the acquisition, a new tax consolidated group would be created in Sydney whereby
the tax bases of the subsidiaries would be reset and taxes would be recomputed and reassessed.
Accordingly, the deferred tax liabilities as at 30 September 2014 have been provisionally determined
and would be adjusted accordingly on a retrospective basis when the tax provisions are finalised.
(iii)
On 14 July 2014, Frasers Hospitality ML Pte. Ltd. (“FHML”), a wholly-owned subsidiary of the Company,
completed the acquisition of K.K. Shinkobe Holding (“SKH”) and P I Hotel Management Limited
(“PIHML”).
On 17 July 2014, FHML completed the acquisition of BCH Hotel Investment Pte Ltd (“BCH”), JBB Hotels
Sdn. Bhd. (“JBB”), Golden Shower Development (PTC) Ltd. (in its capacity as trustee of Viewgrand Trust
C) (“GSD”) and Viewgrand Trust C (“Trust C”).
The acquired entities are the master lessees and tenants of the six hotels that Frasers Hospitality Trust
acquired from TCC Group. The consideration for the shares for each of the entities is set out in the table
below. The sellers are part of the TCC Group.
Operating
Entities
BCH
JBB
SKH
PIHML
Viewgrand
Trust C
GSD (as trustee
of Viewgrand
Trust C)
Seller
Purchaser
Consideration
Net Tangible
Asset Value
Pacific Coast Assets Inc. Frasers Hospitality
SGD5,254,419
SGD3,725,280
Newood Assets Limited
Excellence Prosperity
(Singapore) Pte Ltd
Rakestone Limited,
Reenstone Limited
and Global-Link
Investments Limited
Yellowood Development
(PTC) Ltd
Mr Chia Kwok Ping
ML Pte. Ltd.
Frasers Hospitality
ML Pte. Ltd.
Frasers Hospitality
ML Pte. Ltd.
Frasers Hospitality
ML Pte. Ltd.
Frasers Sydney ML
Hotel Pty Ltd
Frasers Sydney ML
Hotel Pty Ltd
MYR4,170,888 MYR4,170,888
JPY449,326,178 JPY255,142,938
GBP2,902,959
GBP2,902,959
AUD2,248,018
AUD2,248,018
USD1
USD1
158
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201416.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES (CO NT’D)
(b) Acquisition of Subsidiaries (cont’d)
(iii)
The consideration was arrived at on a “willing-buyer-willing-seller” basis and based on the net asset
value of each of the entities. The consideration was paid in cash on completion and funded from internal
sources.
The fair value of the identifiable assets and liabilities of subsidiaries as at the acquisition date were:
Trade and other receivables
Cash and cash equivalents
Deferred tax assets
Trade and other payables
Total identifiable net assets at fair value
Goodwill arising from acquisition
Total consideration
Cash of subsidiaries acquired
Cash inflow on acquisition of subsidiaries
Transaction costs
Fair Value
Recognised on
Acquisition
$'000
24,171
46,567
1,845
72,583
(55,501)
17,082
3,818
20,900
(46,567)
(25,667)
Transaction costs related to the acquisition of $1,294,000 have been recognised in the “Exceptional
Items” in the Group’s profit statement for the year ended 30 September 2014.
Goodwill arising from acquisition
The goodwill of $3,818,000 represents excess purchase consideration paid over the fair value of its
identifiable net assets and is written off in the “Exceptional Items” in the Group’s profit statement for
the year ended 30 September 2014. None of the goodwill recognised is expected to be deductible for
income tax purposes.
Impact of the acquisition on profit statement
From the acquisition date, the operating entities contributed revenue of $46,160,000 and loss
of $4,057,000 to the Group’s profit for the year. If the business combination had taken place at the
beginning of the year, the revenue and profit net of tax contributed by the operating entities to the
Group would have been $220,288,000 and $18,610,000 respectively.
159
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
16.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES (CO NT’D)
(b) Acquisition of Subsidiaries (cont’d)
(iv)
On 1 July 2014, the Group, through its wholly-owned subsidiary, Frasers Amethyst Pte. Ltd. (“Frasers
Amethyst”) launched an off-market take over offer (the “Offer”) to acquire up to 100% of Australand
Property Group (“Australand”) for A$4.48 cash per Australand security.
Australand is one of Australia’s leading diversified property groups with activities that span across
Australia and property segments. The acquisition of Australand is expected to deliver significant
benefits to the Group, including:
1.
2.
3.
4.
Increasing contribution from outside of Singapore;
Increasing contribution from recurring income, which correspondingly increase the stability and
visibility of the Group’s earnings;
A quality platform with immediate scale in Australia, a core market;
Ownership of an attractive commercial and industrial portfolio with development capabilities in
Australia; and
5.
Enhancing the Group’s residential development capabilities in Australia.
The offer closed in accordance with the bidder’s statement of FCL Bidder dated 1 July 2014 (as
supplemented by FCL Bidder’s supplementary bidder’s statement dated 31 July 2014) (the “Bidder’s
statement”).
As at 30 September 2014, together with on-market purchases, the Group acquired 98.6% shareholdings
in Australand. The Group was entitled to mandatorily purchase the remaining 1.4% which was completed
on 31 October 2014. As at 30 September 2014, the Group accrued for the cost of the remaining 1.4% and
consolidated Australand as a wholly-owned subsidiary.
Transaction costs
Transaction costs related to the acquisition of $69,475,000 have been recognised in “Exceptional Items”
in the Group’s profit statement for the year ended 30 September 2014.
Goodwill arising from acquisition
The Group has engaged an independent firm to perform purchase price allocation exercise (“PPA”) for
Australand. Based on the PPA, part of the consideration paid for the net assets acquired have been
identified and provisionally allocated to properties held for sale, deferred tax assets and liabilities and
brand, and the residual excess of consideration paid over the fair values of identifiable net assets have
been recorded as goodwill amounting to $431,879,000.
Impact of the acquisition on profit statement
From the acquisition date, Australand has contributed revenue of $47,110,000 and loss for the period
of $8,794,000 to the Group. Australand has a financial year end of 31 December. If the business
combination had taken place at the beginning of Australand’s financial year, Australand’s contribution
to the Group’s revenue and Group’s profit after tax would have been $475.7 million and $115.5 million,
respectively.
160
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
16.
IN VES T MEN TS I N AND BALANC ES W I TH SUB S ID IA RIES (CO NT’D)
(b) Acquisition of Subsidiaries (cont’d)
Provisional accounting of the acquisition of Australand
As at 30 September 2014, the fair value of the Australand brand of $23,098,000, fair value of properties
held for sale of $1,616,052,000, deferred tax assets of $104,910,000, deferred tax liabilities of
$37,513,000 and goodwill of $431,879,000 have been determined on a provisional basis as the final
results of the PPA have not been received by the date the financial statements was authorised for
issue. Goodwill arising from this acquisition, the carrying amounts of the brands and properties held
for sale, deferred tax assets and liabilities will be adjusted accordingly on a retrospective basis when
the valuations of the brands, properties held for sale and taxes are finalised.
The fair value of the identifiable assets and liabilities of Australand as at the acquisition were:
Investment properties
Property, plant and equipment
Investment in equity – accounted entities
Intangible assets
Properties held for sale
Deferred tax assets (net)
Trade and other receivables and prepayments
Cash and cash equivalents
Trade and other payables
Bank borrowings
Total identifiable net assets at fair value
Goodwill arising from acquisition
Total consideration
Cash of subsidiaries acquired
Cash outflow on acquisition of subsidiaries
Fair Value
Recognised on
Acquisition
$'000
2,811,309
33,506
115,827
23,569
1,616,052
67,397
173,560
86,716
4,927,936
(612,725)
(1,721,275)
(2,334,000)
2,593,936
431,879
3,025,815
(86,716)
2,939,099
161
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
17.
IN VES T MEN TS I N AND BALANC ES W I TH JOI NT VE NTU RES
Investments in joint ventures
Unquoted investments, at cost
Balances with joint ventures
Loans from joint ventures
Company
2014
$'000
2013
$'000
Note
500
500
27
(98,918)
(50,568)
Loans to joint ventures are interest free, unsecured and repayable in cash on demand.
Details of joint ventures are included in Note 43.
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:
Group
2014
$'000
2013
$'000
409,790
85,259
495,049
306,684
105,131
411,815
1,177,915
384,872
1,562,787
659,144
542,609
1,201,753
Group
2014
$'000
2013
$'000
708,319
8,899
(493,461)
(3,478)
19
(39,354)
180,944
602,524
34,934
(441,707)
(4,218)
–
(27,154)
164,379
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 and expenses
Interest expense
Interest income
Taxation
Profit for the year
162
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201418.
IN VES T MEN TS IN AND BA LA NCES WITH A SSOC IATE S A ND E QU ITY – AC C OU NTE D EN TITIES
Group
Company
Note
2014
$'000
2013
$'000
2014
$'000
2013
$'000
Investments in associates and
equity – accounted entities
Shares, at cost
Negative goodwill on acquisition
Share of post-acquisition reserves
Allowance for impairment
Balances
Loans to
– non-current – associates
– non-current – equity – accounted entities
– current – associates
– current – equity – accounted entities
22
22
22
22
1,205,093
97,074
196,888
–
1,499,055
784,061
97,712
174,387
(177)
1,055,983
–
–
–
–
–
88,833
17,917
18,227
10,012
134,989
77,675
–
8,071
–
85,746
–
–
8,313
–
8,313
Loan (from)
– non-current – an associate
Investments are represented by:
Quoted instruments
Market value: $1,196,063,000
(2013: $854,938,000)
Unquoted instruments
27
(40,912)
–
1,245,261
910,897
253,794
1,499,055
145,086
1,055,983
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Except for $63,617,000 (2013: $63,617,000) which bear interest at 6.2% (2013: 6.2%) 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.
The loan from an associate of $40,912,000 (2013: Nil) bears interest at 6.2% (2013: Nil) per annum, is unsecured
and is repayable in September 2016.
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
Allowance for impairment
At 1 October
Write-back of allowance
At 30 September
177
(177)
–
177
–
177
–
–
–
–
–
–
163
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
18.
IN VES T MEN TS IN AND BA LA NCES WITH A SSOC IATE S A ND E QU ITY – AC C OU NTE D EN TITIES
(CONT’D )
(a)
Share of results of associates and equity- accounted entities
Share of results
Share of exceptional items
Share of fair value change on investment properties
Profit for the year
Share of other comprehensive income of associates and equity
– accounted entities comprise of:
Share of capital reserve
Share of foreign translation reserve
Share of fair value reserve
Share of hedging reserve
Other comprehensive income for the year
(b) Frasers Centrepoint Trust (“FCT”)
(i)
Payment of Management Fees by Way of Units in FCT
Group
2014
$'000
2013
$'000
52,532
(7,106)
58,128
103,554
59,536
6,272
109,860
175,668
(723)
(3,143)
468
(70)
(3,468)
109
(15,507)
(33)
382
(15,049)
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 2013 to 30 September 2014 (the “Relevant Period”):
Relevant Period
Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
Aggregate of
FCT Units FCT Units held
held by FCAM by the Group
1 July 2013 to
30 September 2013
1 October 2013 to
31 December 2013
1 January 2014 to
31 March 2014
1 April 2014 to
30 June 2014
24 October 2013
321,640
1.8515
595,516
25,074,435
338,574,435
23 January 2014
350,516
1.7506
613,613
25,424,951
338,924,951
24 April 2014
345,392
1.7605
608,063
25,770,343
339,270,343
24 July 2014
352,747
1.8638
657,450
2,474,642
26,123,090
339,623,090
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.
164
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
18.
IN VES T MEN TS IN AND BA LA NCES WITH A SSOC IATE S A ND E QU ITY – AC C OU NTE D EN TITIES
(CONT’D )
(b) Frasers Centrepoint Trust (“FCT”) (cont’d)
(ii) Acquisition Fees
The Group, through FCAM, received 1,662,125 Units in FCT issued at a price of $1.835 per Unit, in
payment of acquisition fee of $3,050,000 payable in respect of the acquisition by FCT of Changi City
Point, calculated at 1.0% of $305.0 million, the purchase consideration for the acquisition, which was
completed on 16 June 2014.
(iii) Private Placement of 36,171,000 New Units in FCT
On 16 June 2014, FCT acquired Changi City Point for a purchase consideration of $305.0 million from
Ascendas Frasers Pte. Ltd., a joint venture of the Group. The acquisition is financed with a combination
of equity and debt financing. Equity financing is in the form of a private placement of a total of 88.0
million new units in FCT, of which FCL Trust Holdings Pte. Ltd., a wholly-owned subsidiary of the
Company, is placed 36,171,000 units.
With the above payments of management fees and acquisition fees by way of Units in FCT and private
placement of new units, the Group and FCAM hold an aggregate of 377,456,215 and 27,785,215 Units in
FCT, representing 41.2% and 3.0% of the total issued FCT Units, respectively.
(c) Frasers Commercial Trust (“FCOT”)
Payment of Management Fees by way of Units in 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 2013 to 30 September 2014 (the “Relevant Period”):
Relevant Period
Date Received
No. of
Units
Received
Issued
Price
$
Value of
Units
Received
$
Aggregate of
Aggregate of
FCOT Units FCOT Units held
by the Group
held by FCAMC
1 July 2013 to
30 September 2013
1 October 2013 to
31 December 2013
1 January 2014 to
31 March 2014
1 April 2014 to
30 June 2014
25 October 2013
1,539,732
1.2533
1,929,746
83,378,546
184,763,525
24 January 2014
586,569
1.2552
736,261
83,965,115
185,350,094
25 April 2014
694,880
1.2507
869,086
84,659,995
186,044,974
23 July 2014
883,707
1.3512
1,194,065
4,729,158
85,543,702
186,928,681
165
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201418.
IN VES T MEN TS IN AND BA LA NCES WITH A SSOC IATE S A ND E QU ITY – AC C OU NTE D EN TITIES
(CONT’D )
(c) Frasers Commercial Trust (“FCOT”) (cont’d)
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 186,928,681 and 85,543,702 Units in FCOT, representing 27.6% and 12.6% of the total issued
FCOT Units, respectively.
(d) Frasers Hospitality Trust (“FHT”)
In June 2014, FCL Investments Pte. Ltd. (“FCLI”), a wholly-owned subsidiary of the Company, was issued the
initial stapled security in FHT.
On 14 July 2014, the listing date of FHT, FCLI was issued 262,377,999 stapled securities C, representing 22.0%
of the total number of stapled securities in issue, amounting to $230,893,000.
(e) 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
2014
$'000
2013
$'000
8,693,261
4,396,132
5,439,278
2,390,513
401,608
189,900
428,291
482,942
(f)
Subsidiaries’ Investments in Equity – Accounted Entities
(i)
The Group’s share of the consolidated assets and liabilities of the equity – accounted entities is as
follows:
Group
2014
$'000
2013
$'000
250,703
(138,622)
–
–
Assets and Liabilities
Total assets
Total liabilities
166
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
18.
IN VES T MEN TS IN AND BA LA NCES WITH A SSOC IATE S A ND E QU ITY – AC C OU NTE D EN TITIES
(CONT’D )
(f)
Subsidiaries’ Investments in Equity – Accounted Entities (cont’d)
(ii)
The Group’s share of the consolidated results of the equity – accounted entities for the year is as
follows:
Results
Revenue
Profit after taxation
19. FI NA NCIA L ASSETS
Available-for-sale financial assets:
Unquoted
Equity investments, at cost
Allowance for impairment
Quoted
Equity investments
Allowance for impairment
Group
2013
$'000
–
–
2014
$'000
2,659
803
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
3,303
(1,155)
2,148
3,303
(1,155)
2,148
3,303
(1,155)
2,148
3,303
(1,155)
2,148
24
(8)
16
24
(8)
16
–
–
–
–
–
–
Total available-for-sale financial assets
2,164
2,164
2,148
2,148
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
(Note 37(e)).
167
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201420(a). INTANGIBLE ASSETS
At Cost
At 1 October 2012
Additions
30 September 2013 and
1 October 2013
Additions
Acquisition of subsidiaries
Currency re-alignment
At 30 September 2014
Accumulated Amortisation
At 1 October 2012
Amortisation
At 30 September 2013 and
1 October 2013
Amortisation
At 30 September 2014
Net Book Value
At 30 September 2014
At 30 September 2013
Management Contracts
Management Management
Contracts
(Finite
Contracts
(Indefinite
Useful Life) Useful Life) Goodwill
$'000
$'000
$'000
Brand
$'000
Others
$'000
Total
$'000
62,601
–
62,601
–
–
–
62,601
–
–
–
–
–
4,648
–
4,648
–
–
–
4,648
2,450
490
2,940
490
3,430
–
–
–
–
–
–
431,879
(8,629)
423,250
–
–
23,569
(471)
23,098
–
–
–
–
–
–
–
–
–
–
43
142
185
162
–
–
347
8
8
16
48
64
67,292
142
67,434
162
455,448
(9,100)
513,944
2,458
498
2,956
538
3,494
62,601
62,601
1,218
1,708
423,250
–
23,098
–
283
169
510,450
64,478
Management contracts relate to fair values of management contracts held by certain acquired subsidiaries
prior to the acquisition of the subsidiaries by the Group.
Management contracts with a cost of $62,601,000 (2013: $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, when Frasers Commercial Trust is dissolved.
The remaining useful life of management contracts with finite useful life is 1 (2013: 2) year.
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% (2013: 10%) and the forecast growth rate used beyond the 5-year period is 2% (2013:
2%). Based on the recoverable amount, no impairment is necessary.
Amortisation charge of $538,000 (2013: $498,000) is included in administrative costs in the profit statement.
168
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201420(a). INTANGIBLE ASSETS (CONT’D)
Goodwill
As disclosed in Note 16(b), goodwill is provisionally recorded on the acquisition of Australand arising from
excess purchase consideration paid over the fair value of its identifiable net assets.
Brand
As disclosed in Note 16(b), brand, arising from the acquisition of Australand, has been provisionally valued at
$23,098,000 as at 30 September 2014 based on an independent professional valuation. No amortisation has
been charged for the year.
20(b). OTHER LONG-TERM ASSETS
For finance leases where the minimum lease payments have been fully received by the Group, the other
long-term assets represents the unguaranteed residual value in relation to the Group’s freehold interest
retained in certain properties after the expiry of the respective leases. In the current year, 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 $400,000 (2013: $800,000).
21. PR EPAYME NTS
Non-current
– Prepayments
Current
– Prepaid land and development costs
– Other prepayments
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
10,141
–
480,244
31,292
521,677
398,033
11,901
409,934
–
–
–
–
–
–
–
–
Prepaid land and development costs relate to tender deposits and stamp duties paid in respect of tender of
two land parcels at:
(1)
Yishun Avenue 2 / Yishun Central 1 (Lot 3685T MK19) for a mixed commercial and residential
development integrated with a bus interchange and a community club. Vacant possession of the land
parcel is expected to take place at the end of December 2014.
Upon obtaining vacant possession of the land parcel from the Housing and Development Board, the
prepayments will be reclassified to development properties held for sale and investment properties
under construction according to their intended uses.
(2)
Sembawang Avenue for a residential development. Subsequent to the year end, the land acquisition
was completed in October 2014 and an amount of $59,960,000 has been reclassified to development
properties held for sale.
169
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
22. TR ADE AND OTH ER REC E IVABL ES
Other receivables (non-current)
Amounts due from subsidiaries
Loans to associates
Loans to equity – accounted entities
Loan to a non-controlling interest
Sundry debtors
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
Loans to associates
Loans to equity – accounted entities
Amounts due from related companies
Amounts due from a related party
Rental deposits paid to an associate
Note
16
18
18
16
18
18
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
–
88,833
17,917
96,242
42,573
245,565
75,390
549,939
625,329
2,056
5,476
791
63,727
7,580
–
–
18,227
10,012
2,609
911
14,819
126,208
–
77,675
–
90,429
–
168,104
34,077
187,812
221,889
2,665
3,393
896
36,499
5,438
16,551
–
8,071
–
7,361
–
–
80,874
2,522,213
–
–
–
–
2,522,213
1,710,382
–
–
–
–
1,710,382
–
–
–
–
–
–
5,298
12
–
706,919
8,313
–
1,084
–
–
721,626
2
–
2
–
–
–
1
–
–
562,094
–
–
–
–
–
562,095
Total trade and other receivables (current)
751,537
302,763
721,626
562,097
Total trade and other receivables
(current and non-current)
Trade Receivables
997,102
470,867
3,243,839
2,272,479
Trade receivables comprise mainly rental receivable and management fee receivable, are non-interest bearing
and are recognised at their original invoiced amounts which represent their fair values on initial recognition.
Included in trade receivables are management fee receivable from associates amounting to $13,544,000
(2013: $738,000).
170
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201422. TR ADE AND OTH ER REC E IVABL ES (CO NT’D )
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.
Sundry Debtors
Included in sundry debtors are $9,762,000 and $42,129,000 (2013: Nil and Nil), being current and non-current
expected cash flows associated with receivables from joint development agreements. The timing of expected
receipts of these cash flows were based on cash flow forecast carried out in conjunction with detailed reviews
of the project feasibility studies.
Related Companies Balances
Amounts due from holding, related companies and related party 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% (2013: 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”) (subsidiary and associate of Frasers Australia respectively); 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)
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
(ii)
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.
171
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201422. TR ADE AND OTH ER REC E IVABL ES (CO NT’D )
There is no concentration of credit risk with respect to the trade receivables of the Group as they consist of a
large number of customers that are geographically dispersed. The Group does not have any significant credit
risk exposure to a single customer or group of customers. The Group generally holds collateral in the form of
bank deposits, bank guarantees or mortgages over assets until completion.
The credit risk associated with receivables from equity – accounted entities is monitored through management’s
review of project feasibilities and the Group’s ongoing involvement in the operations of these entities.
(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
Australand
Corporate & others
2014
$'000
1,445
542,709
30,031
22,993
14,607
611,785
Group
2013
$'000
1,870
190,508
15,249
–
14,262
221,889
Company
2014
$'000
2013
$'000
–
–
–
–
–
–
–
–
–
–
2
2
(b) Trade receivables that are past due but not impaired
The Group had trade receivables amounting to $20,558,000 (2013: $15,758,000) 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:
Group
2014
$'000
2013
$'000
9,026
2,131
348
9,053
20,558
12,385
1,203
1,273
897
15,758
Trade receivables past due:
1 to 30 days
31 to 60 days
61 to 90 days
More than 90 days
172
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
22. TR ADE AND OTH ER REC E IVABL ES (CO NT’D )
(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:
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 differences
At 30 September
Group
Collectively Impaired
2013
$'000
2014
$'000
Individually Impaired
2013
$'000
2014
$'000
760
(9)
751
–
10
(5)
(4)
8
9
–
–
–
–
–
–
–
–
–
1,786
(1,786)
–
2,816
1,083
(1,932)
(146)
(35)
1,786
2,816
(2,816)
–
2,405
2,556
(2,041)
(54)
(50)
2,816
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.
23. DEFER RED TAX ASS ET S AND LIAB ILI TIES
(a) Deferred Tax Assets
Group
Balance Sheet
2014
$'000
2013
$'000
Profit Statement
2013
$'000
2014
$'000
Unabsorbed losses and capital allowances
Provisions, expenses and income taken
in a different period
Arising from acquisition of a subsidiary
group due to carried forward losses
161
232
6,912
2,705
104,910
111,983
–
2,937
–
–
–
–
(115)
(46)
–
(161)
173
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201423. DEFERR ED TAX A SS ET S AND LIABIL ITIE S ( CO NT’D )
(b) Deferred Tax Liabilities
Group
Balance Sheet
2014
$'000
2013
$'000
Profit Statement
2013
$'000
2014
$'000
18,531
46,875
97,153
306
13,803
35,493
71,757
(1,084)
37,513
200,378
–
119,969
3,949
11,648
74,367
(98)
–
89,866
(356)
(19,838)
(6,121)
(26,315)
174,063
(121)
(1,950)
(116)
(18,100)
30
(2,041)
117,928
(43)
(18,259)
71,607
770
(561)
39,342
(1,587)
–
37,964
3
–
3
6
37,970
Group
2014
$'000
2013
$'000
4,780,210
(93,725)
4,686,485
385,175
5,071,660
(826,238)
4,245,422
4,515,741
(51,021)
4,464,720
469,864
4,934,584
(1,035,875)
3,898,709
835,371
(1,298)
834,073
5,079,495
861,079
(22,735)
838,344
4,737,053
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
Arising from acquisition of a subsidiary group due to
fair value uplift allocated to assets in the PPA
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
Net deferred tax liabilities
24. PR OPERTIES H E LD FO R S AL E
Development properties held for sale
Properties in the course of development, at cost
Write down to net realisable value
Development profit
Progress payments received
Completed properties held for sale
Completed units, at cost
Write down to net realisable value
Total properties held for sale
174
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201424. PR OPERTIES HE LD FOR SALE ( C O NT’D)
(a)
During the year, net interest expense of $50,825,000 (2013: $69,908,000) 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
1.1% and 5.7% (2013: 1.0% and 7.3%) 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
2014
$'000
2013
$'000
1,609,112
(826,238)
782,874
2,632,851
(1,035,875)
1,596,976
(c)
(d)
Included in development properties held for sale are projects of approximately $567,320,000 (2013:
$926,395,000) which are expected to be completed within the next twelve months.
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
2014
$'000
2013
$'000
6,618
9,358
17,205
4,422
70,500
91,496
205
1,581
(e)
Certain subsidiaries and joint ventures have granted fixed and floating charges over their properties held for
sale totalling $1,709,912,000 (2013: $1,897,151,000) to banks as securities for credit facilities.
175
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
25. DERIVAT IVE F INANC IAL INS TRUM ENTS
Assets
Cross currency interest rate swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Liabilities
Cross currency interest rate swaps
Interest rate swaps
Foreign currency forward contracts
Comprise:
– Current
– Non-current
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
12,915
2,080
16,708
31,703
29,623
2,080
31,703
–
8,882
6,455
15,337
7,358
7,979
15,337
–
–
1,478
1,478
1,478
–
1,478
660
4,663
968
6,291
3,232
3,059
6,291
–
–
254
254
254
–
254
–
1,036
5,289
6,325
6,098
227
6,325
–
–
1,478
1,478
1,478
–
1,478
–
2,861
–
2,861
2,163
698
2,861
Cross Currency Interest Rate Swaps (“CCIRS”)
In September 2014, US$130 million of guaranteed senior notes of a subsidiary were repaid and the associated
US$140 million cross currency swap (notional principal) was terminated accordingly. As at 30 September
2014, the Group had on issue US$40 million of guaranteed senior notes through the US Private Placement
debt market (“USPP”). It is the Group’s policy to protect debt sourced overseas from exposure to volatility in
exchange rates.
The Group had entered into a US$30 million cross currency swap contracts under which it is obliged to pay
interest at variable rates in Australian Dollars (AUD) and to pay interest at fixed rates in United States Dollars
(USD).
The USD components of the cross currency interest rate swaps are structured to provide USD necessary to
pay the semi annual coupons on the USD Senior Notes to maturity. The settlement dates coincide with the
dates on which interest is payable on the underlying debt. The AUD components of the cross currency, interest
rate swaps are paid on a floating rate basis every 90 days.
The fair value of the cross currency interest rate swap as at 30 September 2014 was a current asset of
$12,915,000 (2013: current liability of $660,000).
In October 2014, the remaining USPP senior notes were repaid and associated CCIRS was terminated.
176
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201425. DERIVAT IVE F INANC IAL INS TRUM ENTS ( CO NT’D)
The Group has cross currency interest rate swap arrangements in place for the following loan amounts:
Notional amounts
Within one year
Interest Rate Swaps
Group
2014
$'000
2013
$'000
87,551
50,000
Derivative financial instruments are used by the Group to hedge exposure to interest rate risk associated
with movements in interest rates which impact on the borrowings of the Group and also to hedge exposure to
exchange rate risk on foreign currency borrowings.
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
2014
$'000
2013
$'000
2014
$'000
2013
$'000
163,386
1,130,361
1,055,080
2,348,827
190,797
236,587
–
427,384
43,890
81,510
–
125,400
82,537
44,443
–
126,980
At 30 September 2014, the fixed interest rates of the outstanding interest rate swap contracts range between
0.5% to 4.0% (2013: between 0.5% to 4.0%) per annum.
Foreign Currency Forward Contracts
The carrying amounts of the 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
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
807,238
196,027
205,166
146,027
177
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
26. CASH A ND CA SH EQUI VALENT S
Fixed deposits
Cash at bank and in hand
Amounts held under
"Project Account Rules – 1997 Ed”
Fixed deposits
Cash at banks
Cash and cash equivalents
Group
2014
$'000
2013
$'000
245,103
495,800
100,322
206,105
126,335
16,366
142,701
883,604
181,444
18,913
200,357
506,784
Company
2014
$'000
–
86,537
–
–
–
86,537
2013
$'000
12,585
15,841
–
–
–
28,426
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.
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
Note
28
Group
2014
$'000
2013
$'000
883,604
(5,440)
–
878,164
506,784
(1,037)
(3,138)
502,609
178
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201427. TR ADE AND OTH ER PAYABL ES
Group
Company
Note
2014
$'000
2013
$'000
2014
$'000
2013
$'000
Trade payables
469,878
344,519
795
61
Other payables (current)
Amounts due to non-controlling
interests
Interest payable
Accrued operating expenses and
sundry creditors
Land vendor liabilities
Provision for bank profit share
Rental deposits
Deposits
Amounts due to subsidiaries
Amounts due to holding company
Amounts due to associates
Loans from joint ventures
Amounts due to related companies
Progress billings received
145,228
16,872
159,082
5,015
358,587
20,789
–
36,400
35,302
–
–
1,877
8
14,695
520,756
1,150,514
149,790
–
14,036
41,314
25,681
–
7,427
–
–
675,665
302,629
1,380,639
–
191
19,511
–
–
–
–
13,127
–
–
98,918
–
–
131,747
–
206
2,996
–
–
–
–
212,821
–
–
50,568
272,124
–
538,715
16
18
Total trade and other payables (current)
1,620,392
1,725,158
132,542
538,776
Other payables (non-current)
Sundry creditors
Land vendor liabilities
Amounts due to subsidiaries
Loan from an associate
Amounts due to related companies
Total trade and other payables
(current and non-current)
16
18
28,466
126,806
–
40,912
–
196,184
3,169
–
–
–
1,197,275
1,200,444
–
–
634,291
–
–
634,291
–
–
725,478
–
–
725,478
1,816,576
2,925,602
766,833
1,264,254
179
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201427. TR ADE AND OTH ER PAYABL ES (C ONT’D )
Trade Payables
Trade payables are non-interest bearing and are generally settled on 60 day terms. Included in trade payables
is an amount of rent payable to an associate of $4,135,000 (2013: Nil).
Amounts due to Non-controlling Interests
Amounts due to non-controlling interests are non-trade in nature, unsecured, repayable in cash on demand
and interest free except for amounts of $17,692,000 (2013: $17,372,000) which bear interest at 2.3% (2013:
2.0%) per annum.
Accrued Operating Expenses and Sundry Creditors
Accrued operating expenses and sundry creditors include provision for transaction cost and outstanding
consideration for the acquisition of a subsidiary by the Group, and the Company of $132,436 (2013: Nil) and
$12,315 (2013: Nil), respectively.
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
2014
$'000
2013
$'000
2014
$'000
2013
$'000
–
–
–
641,845
555,430
1,197,275
–
–
–
–
–
–
The amounts are non-interest bearing except for the following:
Interest bearing
–
1,847,259
–
–
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
180
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
27. TR ADE AND OTH ER PAYABL ES (C ONT’D )
F&N Treasury Pte. Ltd. (“F&NT”), a related company of the Group, had, from time to time, extended loans
(“F&NT Loans”) to the Group for various purposes. These loans were interest bearing and were included
in Related Companies balances as at 30 September 2013. Immediately prior to the Company’s listing on 9
January 2014, the Company repaid the F&NT Loans by transferring the outstanding loans to FCL Treasury Pte.
Ltd., a wholly-owned subsidiary of the Company, for a consideration of approximately $1.678 billion which was
based on the estimated fair value of the F&NT Loans based on prevailing market interest rates. A part of the
consideration of the F&NT Loans of $41,776,000 (Note 10) pertains to premium charged on the redemption of
these Loans and this sum has been taken to the profit statement as a write off of Part Consideration of the
Loans, which is reflected under the “Exceptional Items” line. This one-off cost was the difference between the
estimated fair value of the F&NT Loans based on prevailing market interest rates at the time of redemption,
and the carrying value of these loans.
Land Vendor Liabilities
When a subsidiary enters into unconditional contracts with land vendors to purchase properties for future
development that contain deferred payment terms, these liabilities are disclosed at their present value.
The amount owing to some land vendors of $111,459,000 (2013: Nil) is secured over the properties being
purchased until the balance of the purchase monies has been paid or settlement of the acquisition has
occurred.
Provision for Bank Profit Share
This provision was made in connection with the bank debt restructuring of Frasers Property UK, a subsidiary
of the Group, 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, 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 three events:
–
–
–
upon repayment of the SF; or
upon the maturity of the SF; or
upon the sale of the secured development properties in UK.
During the current year, this bank profit share was subsequently settled in October 2013 upon the full
repayment of the SF. An over-provision of $3,114,000 (Note 10) was written back to the profit statement, which
is reflected under the “Exceptional Items” line.
181
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
28. LOANS AND BO RROW INGS
Weighted
Average
Effective
Interest Rate
2014
2013
%
%
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
3.2
1.2
2.5
–
1,072,231
5,440
107,260
1,037
3.1
4.0
416,096
1,493,767
520,838
629,135
2.9
3.7
5.4
3.7
2,927,224
125,000
34,751
125,000
2.2
2.4
3,070,384
6,122,608
7,616,375
1,015,622
1,175,373
1,804,508
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
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
(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 14 and 24.
(b) Maturity of non-current loans and borrowings is as follows:
Group
Company
2014
$'000
2013
$'000
2014
$'000
2013
$'000
1,228,551
4,816,805
77,252
6,122,608
490,012
549,090
136,271
1,175,373
–
–
–
–
–
–
–
–
Between 1 and 2 years
Between 3 and 5 years
After 5 years
At 30 September
182
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201428. LOANS AND BO RROW INGS ( C ON T ’D )
(c)
(d)
As at 30 September 2014, 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 25, and the fair values are disclosed in Note 37.
FCL Treasury Pte. Ltd. (“FCLT”), a wholly-owned subsidiary of the Company, established a S$1,000,000,000
Multicurrency Medium Term Note Programme (the “Programme”), to be unconditionally and irrevocably
guaranteed by the Company on 21 March 2012.
The Programme has been updated to:
(i)
allow FCLT to issue, in addition to notes (the “Notes”) in bearer form, (i) Notes in registered form and
(ii) perpetual securities in registered and/or bearer form (the “Perpetual Securities” and, together with
the Notes, the “Securities”) under the Programme; and
(ii)
increase the maximum aggregate principal amount of Securities that may be issued under the
Programme from S$1,000,000,000 to S$3,000,000,000.
In connection with the foregoing, the Programme has been renamed as the “S$3,000,000,000 Multicurrency
Debt Issuance Programme”.
29. SHARE CAPITAL
Issued and fully paid:
Ordinary Shares
At 1 October
Issue of shares
At 30 September
Redeemable Preference Shares ("RPS")
At 1 October
Class B RPS
Redeemed during the year
At 30 September
Total share capital
(a) Ordinary Shares
Group and Company
2014
2013
No. of Shares
$'000 No. of Shares
$'000
753,291,782
2,136,520,790
2,889,812,572
753,977
1,000,000
1,753,977
753,291,782
–
753,291,782
753,977
–
753,977
330,000
(330,000)
–
330,000
(330,000)
–
1,753,977
330,000
–
330,000
330,000
–
330,000
1,083,977
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.
183
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201429. SHARE CAPITAL (C ON T’D)
(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.
(c) Corporate Restructuring
Prior to the listing,
(i)
(ii)
Fraser and Neave, Limited (“F&N”) subscribed for 330,000,000 new shares for a total subscription
amount of $330.0 million;
the Company redeemed all the redeemable preference shares held by F&N in the Company for an
aggregate amount of $330.0 million; and
(iii)
F&N subscribed an additional 1,806,520,790 new ordinary shares for a total subscription amount of
$670.0 million.
As at 30 September 2014, the Company’s issued and paid-up ordinary share capital was $1,753,977,000
comprising 2,889,812,572 ordinary shares.
30. OTH ER R ESE RVE S
Foreign currency translation reserve
Hedging reserve
Fair value adjustment reserve
Share-based compensation reserve
Dividend reserve
Other reserves
Group
Company
2014
$'000
(76,406)
2,790
671
12,231
179,168
(2,459)
115,995
2013
$'000
5,640
(382)
203
–
–
(1,736)
3,725
2014
$'000
–
2,736
–
12,200
179,168
–
194,104
2013
$'000
–
911
–
–
–
–
911
184
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
30. OTH ER R ESE RVE S ( C ON T ’D)
The movement of other reserves is as follows:
Hedging
Reserve
$'000
Fair Value
Adjustment
Reserve
$'000
Foreign
Currency
Translation
Reserve
$'000
Share-based
Compensation
Reserve
$'000
Dividend
Reserve
$'000
Other
Reserve
$'000
Total
$'000
Group
2014
Opening balance at
1 October 2013
Other comprehensive
income
Net fair value change of
cash flow hedges
Foreign currency
translation
Share of other
comprehensive
(382)
203
5,640
3,242
–
–
–
–
(78,903)
income of associates
(70)
468
(3,143)
3,172
468
(82,046)
–
–
–
–
–
–
(1,736)
3,725
–
–
–
–
–
3,242
– (78,903)
(723)
(3,468)
(723)
(79,129)
Other comprehensive
income for the year
Contributions by and
distributions to owners
Employee share-based
expense
Dividend proposed
Total contributions by and
distributions to owners
Closing balance at
30 September 2014
–
–
–
–
–
–
–
–
–
12,231
–
–
179,168
–
12,231
– 179,168
12,231
179,168
– 191,399
2,790
671
(76,406)
12,231
179,168
(2,459) 115,995
185
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
30. OTH ER R ESE RVE S ( C ON T ’D)
Hedging
Reserve
$'000
Fair Value
Adjustment
Reserve
$'000
Foreign
Currency
Translation
Reserve
$'000
Other
Reserve
$'000
Total
$'000
Group
2013
Opening balance at 1 October 2012
(6,042)
35,136
29,920
(1,845)
57,169
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
income of associates
Total other comprehensive
income for the year
Closing balance at
30 September 2013
Fair Value Adjustment Reserve
5,278
–
–
–
–
(8,773)
–
(34,900)
–
382
(33)
(15,507)
5,660
(34,933)
(24,280)
–
–
–
109
109
5,278
(8,773)
(34,900)
(15,049)
(53,444)
(382)
203
5,640
(1,736)
3,725
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.
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.
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.
186
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
30. OTH ER R ESE RVE S ( C ON T ’D)
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.
Dividend Reserve
Dividend reserve relates to proposed final dividend of 6.20 cents (2013: Nil) per share.
Other Reserves
Included in other reserves are:
(i)
(ii)
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
the Group’s share of its associates’ costs directly attributable to the issuance of the units of the
associates.
31. SHARE PL ANS
(a)
On 25 October 2013, F&N, which was then the sole shareholder of the Company, approved the adoption of the
FCL Restricted Share Plan (“RSP”) and FCL Performance Share Plan (“PSP”).
The RSP and PSP are administered by the Remuneration Committee which comprises the following three
non-executive directors who do not participate in the Share Plans:
Mr Philip Eng Heng Nee (Chairman)
Mr Charles Mak Ming Ying
Mr Panote Sirivadhanabhakdi
(b)
Share Grants Under RSP and PSP
(i)
Plan Description
Under the RSP and PSP, the Company grants shares to eligible participants annually, referred to
herein as “RSP Shares” and “PSP Shares”, respectively. The grant (“Base Award”) represents the
right to receive fully paid shares, their equivalent cash value or combinations thereof, free of charge,
provided that certain prescribed performance conditions are met. The Remuneration Committee that
administers this scheme has absolute discretion in the granting of shares under the RSP and PSP.
The vesting of the RSP Base Award and the PSP Base Award are conditional on the achievement of
pre-determined targets set for a two-year performance period and a three-year performance period
respectively. The final number of RSP Shares and PSP Shares to be awarded will be determined at the
end of the performance period (“Final Award”).
187
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
31. SHARE PL ANS ( C ON T’ D)
(b)
Share Grants Under RSP and PSP (cont’d)
(ii)
Final Award
The Final Award varies depending on the level of achievement of the pre-determined targets. An
achievement factor will be applied to the relevant Base Award to determine the final number of RSP
Shares and PSP Shares (as the case may be) to be awarded. The achievement factor ranges from 0%
to 150% for RSP and from 0% to 200% for PSP.
(iii)
Vesting Condition and Schedule
At the end of the performance period, 50% of the RSP Shares will be released upon vesting and the
balance will be released equally over the subsequent two years with fulfilment of service requirements.
All PSP Shares will be released to the participants at the end of the three-year performance period
upon vesting.
(iv)
Performance Conditions
Pre-determined targets are set by the Remuneration Committee at their absolute discretion for the
performance conditions to be met over the performance period. For the RSP, the targets set are the
achievement of Attributable Profit Before Fair Value Adjustment and Exceptional Items (APBE) and
Return On Capital Employed (ROCE). For the PSP, the pre-set targets are based on Return on Invested
Capital (ROIC). Total Shareholders’ Return Relative to Straits Times Index and Absolute Shareholders’
Return as a multiple of Cost of Equity.
(v)
Fraser and Neave, Limited Restricted Share Plan and Performance Share Plan (the “Outstanding F&N
Awards”)
It was disclosed in the Introductory Document dated 28 October 2013 that the Company may on or after
the Listing Date, grant Replacement FCL Awards pursuant to the RSP and PSP to certain employees
of our Group in replacement of awards previously granted to them pursuant to the Fraser and Neave,
Limited Restricted Share Plan and the Fraser and Neave, Limited Performance Share Plan (the
“Outstanding F&N Awards”).
(vi)
Replacement FCL Awards was granted on 3 October 2014 to replace the Outstanding F&N Awards
previously granted to FCL Employees pursuant to the Fraser and Neave, Limited Share Plans.
The first grant of RSP and PSP for the Financial Year 2013/14 was also made on 3 October 2014.
2014
2013
RSP
PSP
RSP
PSP
Outstanding F&N Awards as at 30 September 2014
1,844,401
370,246
Replacement FCL Awards
FCL 2014 (Year 1) Awards granted on 3 October 2014
7,100,182
4,052,698
11,152,880
1,200,527
667,839
1,868,366
–
–
–
–
–
–
–
–
(c)
188
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
31. SHARE PL ANS ( C ON T’ D)
(c)
(d)
(e)
Although FCL 2014 (Year 1) RSP and PSP Awards were made on 3 October 2014, the Awards were taken into
account for the financial year ended 30 September 2014, and accordingly, the expenses recognised in profit
statement for the current financial year under the RSP and PSP are $4,334,000 and $925,000 respectively.
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.
On 3 October 2014, the Company granted contingent awards of 4,052,698 shares under FCL RSP and 667,839
shares under FCL PSP. The estimated fair values of the shares granted under FCL RSP range from $1.515
to $1.621. The estimated fair value of the shares granted under FCL PSP is $1.18. The fair values of the
contingent awards are determined at the grant date using Monte Carlo simulation method which involves
projection of future outcomes using statistical distributions of key random variables including share price and
volatility of returns. The significant inputs into the model are as follows:
2014
2013
RSP
PSP
RSP
PSP
Date of grant
Prevailing share price at date
of grant
Expected volatility
company
FSTREH Index
Correlation with FSTREH Index
Expected term
Risk free interest rate
Expected dividend yield*
Cost of equity
3.10.2014
3.10.2014
$1.695
$1.695
20.94%
NA
NA
1.24 to 3.25 years
0.42% to 0.98%
3.41%
NA
20.94%
14.59%
74.59%
2.25 years
0.65%
3.41%
7.74%
* The expected dividend yield is based on management’s forecast.
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
The expected volatilities are based on a peer group of real estate companies and the FSTREH Index price over
the previous 36 months immediately preceding the grant date. The expected term used in the model is based
on the grant date and the end of the vesting period.
32. PERP ETUA L S EC URI TI ES
FCLT, a wholly-owned subsidiary of the Company, issued $600 million in aggregate principal amount of 4.88%
perpetual capital securities on 24 September 2014. The securities are recorded at the proceeds received, net
of direct issue costs.
The securities are perpetual and confer a right to receive distribution payments. Such distribution is payable
semi-annually in arrear unless FCLT, at its sole discretion, elect to defer any distribution in accordance with
the terms and conditions of the securities. The rate of distribution applicable to the securities is as follows:
(i) from 24 September 2014 (the “Issue Date”) to the date falling five years from the Issue Date (the “First
Call Date”) but excluding the First Call Date, at 4.88% per annum plus in the event of a Change in
Control Event (as defined in the terms and conditions of the securities (the “Conditions”)) and FCLT
does not elect to redeem the securities in accordance with the Conditions, 1.0% per annum (the
“Change of Control Margin”);
189
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
32. PERP ETU AL SE CUR IT IE S ( C ON T’D )
(ii)
(iii)
from the First Call Date to, but excluding the date falling 10 years from the Issue Date (the “Step-Up
Date”), at the prevailing five-year S$ swap offer rate with respect to the First Call Date plus the initial
spread of 3.046% (the “Initial Spread”) plus the Change of Control Margin (if applicable);
from the Step-Up Date and each date falling every five years after the Step-Up Date (each, a “Reset
Date”) to, but excluding the immediately following Reset Date, at the prevailing five-year S$ swap offer
rate plus the Initial Spread and the step-up margin of one per cent plus the Change of Control Margin
(if applicable).
A principal sum of $250,000,000 and $1,000,000 was subscribed by TCC Prosperity Limited, an entity of the TCC
Group (being companies or entities in the TCC Group which are controlled by Mr Charoen Sirivadhanabhakdi
and Khunying Wanna Sirivadhanabhakdi) and Mr Lim Ee Seng, Group Chief Executive Officer respectively.
The securities constitute direct, unconditional, unsecured and subordinated obligations of FCLT and rank pari
passu and without any preference among themselves. The securities may be redeemed at the option of FCLT
on any distribution payment date as specified in the Conditions and otherwise upon the occurrence of certain
redemptive events as specified in the Conditions.
33. DI VIDENDS
Dividends on Ordinary Shares
Interim paid
2.4 cents (2013: 19.91 cents) per share, tax exempt
Final proposed
6.20 cents (2013: 1.73) per share, tax exempt
Company
2014
$'000
2013
$'000
69,350
150,000
179,168
248,518
50,000
200,000
The final dividend is proposed by the Directors after the balance sheet date and subject to the approval of
shareholders at the next annual general meeting of the Company.
Dividends on Redeemable Preference Shares
No preference dividends were paid during the years.
During the year, the Company paid final proposed dividends of $50,000,000 for last financial year ended 30
September 2013 and interim dividends of $69,350,000 for current financial year ended 30 September 2014,
totalling $119,350,000.
190
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201434. FINANCIAL REPO RTI NG S TANDAR D S (“FRS”) A ND I NTERPR ETATION S O F FRS (“ INT FR S”)
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 27
Revised FRS 28
Amendments to FRS 36
Amendments to FRS 39
FRS 110
FRS 111
FRS 112
Amendments to FRS 32
Amendments to FRS 110,
FRS 111 and FRS 112
Amendments to FRS 110,
FRS 112 and FRS 27
Amendments to FRS 19
Improvements to FRSs
(January 2014)
– Amendment to FRS 102
– Amendment to FRS 103
– Amendment to FRS 108
– Amendment to FRS 16
– Amendment to FRS 24
– Amendment to FRS 38
Improvements to FRS
(February 2014)
– Amendment to FRS 103
– Amendment to FRS 113
– Amendment to FRS 40
FRS 114
Amendments to FRS 16
and FRS 38
Amendments to FRS 16
and FRS 41
Amendments to FRS 111
Separate Financial Statements
Investments in Associates and Joint Ventures
Recoverable Amount Disclosures for Non-Financial
Assets
Novation of Derivatives and Continuation of Hedge
Accounting
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Offsetting Financial Assets and Financial Liabilities
Transition Guidance
Investment Entities
Effective for
Annual Period
Beginning on or
After
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
1 January 2014
Defined Benefit Plans : Employee Contributions
1 July 2014
Share Based Payment
Business Combinations
Operating Segments
Property, Plant and Equipment
Related Party Disclosures
Intangible Assets
Business Combinations
Fair Value Measurement
Investment Property
Regulatory Deferral Accounts
Clarification of Acceptable Methods of
Depreciation and Amortisation
Agriculture Bearer Plants
Accounting for Acquisitions of Interests in
Joint Operations
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 July 2014
1 January 2016
1 January 2016
1 January 2016
1 January 2016
Except for Revised FRS 27, Revised FRS 28, FRS 110, FRS 111 and FRS 112, the Group expects that the adoption
of the other standards and interpretations above will have no material impact on the financial statements in
the period of initial application. The nature of the impending changes in accounting policy on adoption of
Revised FRS 27, Revised FRS 28, FRS 110, FRS 111 and FRS 112 are described below.
191
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
34.
FINANCIAL REPO RTI NG S TANDAR D S (“FRS”) A ND I NTERPR ETATION S O F FRS (“ INT FR S”)
(CONT’D )
Standards issued but not yet effective
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 judgement 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.
In accordance with the transitional provisions of FRS 110, the Group re-assessed the control conclusion for
its investees. As a consequence, when the Group adopts FRS 110 from 1 October 2014, it would consolidate
its investments in Frasers Commercial Trust, Frasers Centrepoint Trust and Frasers Hospitality Trust, which
are currently accounted for as associated companies using the equity method.
This standard will be applied retrospectively and prior periods in the Group’s 2015 financial statements will be
restated. While the Group is continuing to evaluate the application of this standard, based on FY2014 financial
information, the estimated effect of the application of FRS 110 is a decrease in equity attributable to owners
of the Company of $18.4 million, an increase in non-controlling interests of $2,554.2 million.
FRS 111 Joint Arrangements and Revised FRS 28 Investments in Associates and Joint Ventures
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 has several investments in joint arrangements. The Group has re-evaluated the rights and
obligations of the parties to these joint arrangements and has determined that the parties in these joint
arrangements have rights to the net assets of the arrangements. Accordingly, these joint arrangements will
be classified as joint ventures under FRS 111 and will be accounted for using the equity method. Currently,
the Group’s joint arrangements are accounted for as joint venture companies under FRS 31 Interest in Joint
Venture using the proportionate consolidation method.
This standard will be applied retrospectively and prior periods in the Group’s 2015 financial statements will be
restated. While the Group is continuing to evaluate the application of this standard, based on FY 2014 financial
information, the estimated effect of the application of FRS 111 is a decrease in revenue of $708.3 million, a
decrease in cost of sales of $470.9 million and, a decrease in other expenses of $22.6 million.
FRS 112 Disclosure of Interests in Other Entities
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 2015.
192
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
35. SI GNI FICANT R EL AT ED PAR T Y TR AN SACTI ONS
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
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
Group
2014
$'000
2013
$'000
(1,886)
49,685
(2,211)
22,000
(408)
(541)
12,006
360
(36,639)
12,500
360
(31,000)
3,050
–
(152)
(161)
5,136
11,960
34
–
208
808
(15,586)
19,063
(10,262)
57,439
193
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
36. FINANCIAL RI SK M ANAGE MEN T
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 2014, 100% (2013: 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 22.
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.
(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.
194
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201436. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(b) Liquidity Risk (cont’d)
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
2014
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
1 year
or less
$'000
2013
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
763,193
112,070 161,758 1,037,021
313,954
106,257
94,067
514,278
29,623
2,080
883,604
–
–
–
31,703
1,478
883,604
506,784
–
–
–
–
1,478
506,784
1,676,420
114,150 161,758 1,952,328
822,216
106,257
94,067 1,022,540
170,255
1,072,424
Financial Liabilities
Trade and other
payables
Derivative financial
instruments
Loans and
borrowings
Total undiscounted
financial liabilities 3,290,812 8,042,882 115,349 11,449,043 2,133,354 2,343,474 147,978 4,624,806
28,466 1,271,145 1,461,043 1,245,096
669,079 1,095,454 144,809 1,909,342
2,211,030 7,864,648
86,883 10,162,561
3,169 2,709,308
15,337
7,979
7,358
2,924
3,232
6,156
–
–
Total net
undiscounted
financial
(liabilities)/
assets
(1,614,392) (7,928,732) 46,409 (9,496,715) (1,311,138) (2,237,217)
(53,911) (3,602,266)
195
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201436. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(b) Liquidity Risk (cont’d)
1 year
or less
$'000
2014
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
1 year
or less
$'000
2013
1 to 5
years
$'000
Over 5
years
$'000
Total
$'000
Company
Financial Assets
Trade and other
receivables
Amounts due from
subsidiaries
Cash and cash
equivalents
Total undiscounted
financial assets
Financial Liabilities
Trade and other
payables
Derivative financial
instruments
Amounts due to
subsidiaries
14,707
–
–
14,707
3
–
–
3
747,310
92,619 2,429,594 3,269,523
562,094
315,828 1,394,554 2,272,476
86,537
–
–
86,537
28,426
–
–
28,426
848,554
92,619 2,429,594 3,370,767
590,523
315,828 1,394,554 2,300,905
119,415
–
6,098
227
–
–
119,415
3,263
–
6,325
2,163
698
–
–
3,263
2,861
20,377
652,949
1,621
674,947
536,053
725,478
– 1,261,531
Total undiscounted
financial liabilities 145,890
653,176
1,621
800,687
541,479
726,176
– 1,267,655
Total net
undiscounted
financial assets/
(liabilities)
702,664 (560,557) 2,427,973 2,570,080
49,044
(410,348) 1,394,554 1,033,250
The earliest period in which the financial guarantee contracts amounting to $46,272,000 (2013: $52,383,000)
could be called is within one year.
196
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201436. FINANCIAL RI SK M ANAGE MEN T ( CO NT’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.
Group
Fixed Interest Rate
Effective
Interest
Rate
%
Floating
Interest
Rate
$'000
Note
Within
1 Year
$'000
Between
1 to 5 Years
$'000
After
5 Years
$'000
Total
$'000
2014
Financial Assets
Cash and bank deposits
Other receivables
Derivative financial
instruments
Financial Liabilities
Loans and borrowings
Other payables
Derivative financial
instruments
2013
Financial Assets
Cash and bank deposits
Other receivables
Financial Liabilities
Loans and borrowings
Other payables
Derivative financial
instruments
26
22
25
28
27
25
26
22
28
27
25
0.0 to 5.0
6.2 to 8.0
1.0 to 5.8
–
–
371,438
–
14,995
14,995
–
371,438
–
96,242
–
96,242
–
63,617
–
63,617
371,438
159,859
14,995
546,292
1.1 to 7.3
6.2
5,073,134
–
128,604
–
2,364,937
40,912
49,700
–
7,616,375
40,912
0.5 to 4.0
8,882
5,082,016
–
128,604
–
2,405,849
–
49,700
8,882
7,666,169
0.0 to 4.0
6.0 to 8.0
73,090
–
73,090
281,766
8,071
289,837
–
90,429
90,429
–
63,617
63,617
354,856
162,117
516,973
1.0 to 7.3
0.6 to 6.0
1,329,104
302,350
61,300
347,634
289,104
1,197,275
125,000
–
1,804,508
1,847,259
0.5 to 4.0
5,323
1,636,777
–
408,934
–
1,486,379
–
125,000
5,323
3,657,090
197
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
36. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(c)
Interest Rate Risk (cont’d)
Company
Fixed Interest Rate
Effective
Interest
Rate
%
Floating
Interest
Rate
$'000
Note
Within
1 Year
$'000
Between
1 to 5 Years
$'000
After
5 Years
$'000
Total
$'000
2014
Financial Assets
Amounts due from
subsidiaries
Financial Liabilities
Amounts due to
subsidiaries
Derivative financial
instruments
2013
Financial Assets
Cash and bank deposits
Amounts due from
subsidiaries
Financial Liabilities
Other payables
Derivative financial
instruments
16
25
26
16
27
25
16
0.2 to 5.8
2,063,777
2,063,777
5.8
125,425
1.6 to 4.0
1,036
126,461
–
–
–
–
–
0.0 to 7.7
–
12,585
0.2 to 6.7
1,163,465
1,163,465
–
12,585
0.9 to 7.8
145,140
126,980
1.6 to 4.0
2,861
148,001
–
126,980
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2,063,777
2,063,777
125,425
1,036
126,461
12,585
1,163,465
1,176,050
272,120
2,861
274,981
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 $42,056,000 (2013: $12,979,000) and $730,000 (2013: $5,300,000)
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.
198
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
36. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(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 2014 was $10,253,000
(2013: $510,000).
The financial assets and liabilities are denominated in the following currencies:
Singapore Australia Chinese Hong Kong Sterling
Pound
$'000
Dollar Renminbi
$'000
$'000
Dollar
$'000
Dollar
$'000
United
States
Dollar
$'000
Others
$'000
Total
$'000
Group
2014
Financial Assets
Financial assets
Trade and other
receivables
Cash and cash
equivalents
Derivative financial
instruments
Total Financial
2,148
–
–
535,041
411,394
2,661
–
6
16
–
–
2,164
21,063
13,532
13,405
997,102
552,875
216,638
10,260
727
61,450
5,147
36,507
883,604
6,453
24,424
–
–
302
524
–
31,703
Assets
1,096,517
652,456
12,921
733
82,831
19,203
49,912 1,914,573
Financial Liabilities
Trade and other
payables
965,568
67,576
4,208
67,582
93,419
50,344
47,123 1,295,820
Derivative financial
instruments
Loans and
borrowings
Total Financial
Liabilities
1,753
6,109
4,940,208 2,350,685
–
–
–
34
7,166
275
15,337
– 142,939
162,243
20,300 7,616,375
5,907,529 2,424,370
4,208
67,582 236,392
219,753
67,698 8,927,532
199
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
36. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(d) Foreign Currency Risk (cont’d)
Singapore Australia Chinese Hong Kong Sterling
Pound
$'000
Dollar Renminbi
$'000
$'000
Dollar
$'000
Dollar
$'000
United
States
Dollar Others
$'000
$'000
Total
$'000
Group
2013
Financial Assets
Financial assets
Trade and other
receivables
Cash and cash
equivalents
Derivative financial
instruments
Total Financial
2,148
–
–
–
16
–
–
2,164
403,597
26,208
12,254
572
11,465
14,658
2,113
470,867
259,277
74,604
123,278
939
32,944
5,690
10,052
506,784
–
–
–
–
–
1,478
–
1,478
Assets
665,022
100,812
135,532
1,511
44,425
21,826
12,165
981,293
Financial Liabilities
Trade and other
payables
1,775,806
211,033
102,149
81
318,449
201,299
14,156 2,622,973
Derivative financial
instruments
Loans and
borrowings
Total Financial
Liabilities
1,720
1,710
–
820,586
723,584
46,689
–
–
–
2,861
–
6,291
97,787
107,260
8,602 1,804,508
2,598,112
936,327
148,838
81
416,236
311,420
22,758 4,433,772
200
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201436. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(d) Foreign Currency Risk (cont’d)
The financial assets and liabilities are denominated in the following currencies:
Singapore Australia Chinese Hong Kong Sterling
Pound
$'000
Dollar Renminbi
$'000
$'000
Dollar
$'000
Dollar
$'000
United
States
Dollar Others
$'000
$'000
Total
$'000
Company
2014
Financial Assets
Financial assets
Trade and other
receivables
Cash and cash
equivalents
Derivative financial
instruments
Total Financial
2,148
–
2,885,412
53,495
85,835
–
588
254
Assets
2,973,395
54,337
Financial Liabilities
Trade and other
payables
641,408
Derivative financial
instruments
Total Financial
Liabilities
–
641,408
–
–
–
–
–
–
–
–
–
–
–
–
–
54
–
54
–
–
–
–
–
–
2,148
27
248,111
56,794 3,243,839
–
–
60
–
–
–
86,537
254
27
248,171
56,794 3,332,778
–
–
–
125,425
6,325
131,750
–
–
–
766,833
6,325
773,158
201
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
36. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(d) Foreign Currency Risk (cont’d)
Singapore Australia Chinese Hong Kong Sterling
Pound
$'000
Dollar Renminbi
$'000
$'000
Dollar
$'000
Dollar
$'000
United
States
Dollar Others
$'000
$'000
Total
$'000
Company
2013
Financial Assets
Financial assets
Trade and other
receivables
Cash and cash
equivalents
Derivative financial
instruments
Total Financial
2,148
–
1,910,020
55,166
22,846
–
–
–
Assets
1,935,014
55,166
Financial Liabilities
Trade and other
payables
1,092,181
Derivative financial
instruments
Total Financial
Liabilities
–
1,092,181
–
–
–
–
–
–
–
–
–
–
–
–
–
54
–
54
–
–
–
–
–
–
–
2,148
250,448
56,845 2,272,479
5,487
39
–
1,478
–
–
28,426
1,478
5,487
251,965
56,845 2,304,531
–
–
–
172,073
– 1,264,254
2,861
–
2,861
174,934
– 1,267,115
The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible change
in the US$ and A$ exchange rates (against the respective functional currencies of the Group entities), with all
other variables held constant.
Group
US$/S$
– strengthened 10% (2013: 10%)
– weakened 10% (2013: 10%)
US$/RMB
– strengthened 10% (2013: 10%)
– weakened 10% (2013: 10%)
A$/S$
– strengthened 10% (2013: 10%)
– weakened 10% (2013: 10%)
2014
$'000
2013
$'000
12,575
(12,575)
(11,862)
11,862
(1,787)
1,787
7,859
(7,859)
(1,809)
1,809
1,551
(1,551)
202
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
36. FINANCIAL RI SK M ANAGE MEN T ( CO NT’D)
(d) Foreign Currency Risk (cont’d)
Company
US$/S$
A$/S$
NZ$/S$
– strengthened 10% (2013: 10%)
– weakened 10% (2013: 10%)
– strengthened 10% (2013: 10%)
– weakened 10% (2013: 10%)
– strengthened 10% (2013: 10%)
– weakened 10% (2013: 10%)
37. FAI R VALU E O F ASSETS AND LI AB IL I TI ES
(a) Fair Value Hierarchy
2014
$'000
10,188
(10,188)
4,489
(4,489)
4,714
(4,714)
2013
$'000
6,508
(6,508)
4,579
(4,579)
4,718
(4,718)
The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation
inputs used as follows:
Level 1
Level 2
:
:
Level 3
:
Quoted prices (unadjusted) in active markets for identical assets or liabilities.
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).
Inputs for the asset or liability that are not based on observable market data (unobservable
inputs).
Fair value measurements that use inputs of different hierarchy levels are categorised in its entirety in the
same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
203
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
37. FAI R VALUE O F A SSETS AND LI A BI LI TI E S (CO NT’D)
(b) Classifications and Fair Values
The following tables show the carrying amounts and fair values of assets and liabilities, including their
levels in the fair value hierarchy. It does not include fair value information for short term trade and other
receivables, cash and cash equivalents and trade and other payables as their carrying amounts are reasonable
approximation of fair values.
Note
Level 1
$'000
Level 2
$'000
Level 3
$'000
Fair Value
Total
$'000
Carrying
Amount
Total
$'000
Group
2014
Assets and Liabilities
measured at Fair Value:
Financial Assets
Available-for-sale financial assets:
– Quoted investments
Derivative financial assets:
– Interest rate swaps
– Foreign currency forward
contracts
Non-Financial Assets
Investment properties
Financial Liabilities
Derivative financial liabilities:
– Interest rate swaps
– Foreign currency forward
contracts
19
25
25
14
25
25
Liabilities not carried at Fair Value
but for which Fair Value are
disclosed:
Financial Liabilities
Bank borrowings
28
204
16
–
–
–
16
–
–
–
–
14,995
16,708
–
–
–
16
16
14,995
14,995
16,708
16,708
–
31,703
6,822,331
6,822,331
6,822,331
6,854,050
6,822,331
6,854,050
(8,882)
(6,455)
(15,337)
–
–
–
(8,882)
(8,882)
(6,455)
(15,337)
(6,455)
(15,337)
–
(6,121,733)
–
(6,121,733)
(6,122,608)
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
37. FAI R VALUE O F A SSETS AND LI A BI LI TI E S (CO NT’D)
(b) Classifications and Fair Values (cont’d)
Note
Level 1
$'000
Level 2
$'000
Level 3
$'000
Fair Value
Total
$'000
Carrying
Amount
Total
$'000
Company
2014
Assets and Liabilities
measured at Fair Value:
Financial Assets
Derivative financial assets:
– Foreign currency forward
contracts
Non-Financial Asset
Investment property
Financial Liabilities
Derivative financial liabilities:
– Interest rate swaps
– Foreign currency forward
contracts
25
14
25
25
(c) Determination of Fair Value
–
–
–
–
–
–
254
–
254
(1,036)
(5,289)
(6,325)
–
254
254
1,600
1,600
1,600
1,854
1,600
1,854
–
–
–
(1,036)
(1,036)
(5,289)
(6,325)
(5,289)
(6,325)
The following valuation methods and assumptions are used to estimate the fair values of the following
significant classes of assets and liabilities:
(i) Derivatives
Forward currency forward contracts, cross currency interest rate swaps and interest rate swaps
are valued using valuation techniques with market observable inputs. The most frequently applied
valuation techniques include forward pricing and swap models, using present valuation calculations.
The models incorporate various inputs including the credit quality of counterparties, foreign exchange
spot and forward rates, interest rate and forward rate curves.
(ii) Non-Derivative Financial Liabilities
Fair value, which is determined for disclosure purposes, is calculated based on the present value of
future principal and interest cash flows, discounted using the market rate of interest at the reporting
date. In respect of the liability component of convertible bonds, the fair value at initial recognition is
determined using a market interest rate of similar liabilities that do not have a conversion option.
205
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
37. FAI R VALUE O F A SSETS AND LI A BI LI TI E S (CO NT’D)
(c) Determination of Fair Value (cont’d)
(iii) Other Financial Assets and Liabilities
The fair value of quoted securities is their quoted bid price at the balance sheet date. The carrying
amounts of financial assets and liabilities with a maturity of less than one year (including trade and
other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate
their fair values because of the short period to maturity. All other financial assets and liabilities are
discounted to determine their fair values.
Where discounted cash flow techniques are used, estimated future cash flows are based on
management’s best estimates and the discount rate is a market-related rate for a similar instrument
in the balance sheet.
(iv)
Investment Properties
The Group’s investment property portfolio is mostly valued by external and independent valuation
companies at least once every two years. The fair values are based on open market values, being the
estimated amount for which a property could be exchanged on the date of the valuation between a
willing buyer and a willing seller in an arm’s length transaction wherein the parties had each acted
knowledgeably and without compulsion. The valuers have considered valuation techniques including
direct comparison method, capitalisation approach, discounted cash flows and residual method in
arriving at the open market value as at the balance sheet date. In determining the fair value, the
valuers have used valuation techniques which involve certain estimates. The key assumptions used
to determine the fair value of investment properties include market-corroborated capitalisation yield,
terminal yield and discount rate.
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 valuer with recognised and relevant professional qualification or internal valuers 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.
206
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
37. FAI R VALUE O F A SSETS AND LI A BI LI TI E S (CO NT’D)
(d) Level 3 Fair Value Measurements
(i)
Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements
The following table shows the valuation techniques used in measuring significant Level 3 fair values,
as well as the significant unobservable inputs used.
Recurring Fair Value Measurements
Fair Value
as at
30 September
2014
$'000
Valuation
Techniques
Key Unobservable Inputs
Inter-relationship
Between Key Unobservable
Inputs and Fair Value
Measurement
Description
Investment Properties
– Commercial
– Singapore
1,896,095
– Capitalisation – Capitalisation rate:
approach
3.9% to 5.7%
– Others
50,423
– Discounted
cashflow
approach
– Discount rate:
6.0% to 7.8%
– Terminal yield rate:
3.9% to 6.5%
– Discounted
cashflow
approach
– Discount rate:
12.0%
– Terminal yield rate:
10.0%
Investment Properties
under Construction
– Commercial
– Singapore
1,234,959
– Capitalisation – Capitalisation rate:
approach
3.8% to 5.3%
– Discounted
cashflow
approach
– Discount rate:
7.8%
– Residual land
value
method
– Terminal yield rate:
5.5%
– Total gross development
values: $2,273 million
– Total estimated
construction cost to
completion: $500 million
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
The estimated fair value
would increase with
higher gross development
value and decreases with
higher cost to completion
207
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
37. FAI R VALUE O F A SSETS AND LI A BI LI TI E S (CO NT’D)
(d) Level 3 Fair Value Measurements (cont’d)
(i)
Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d)
Recurring Fair Value Measurements (cont’d)
Fair Value
as at
30 September
2014
$'000
Valuation
Techniques
Key Unobservable Inputs
Inter-relationship
Between Key Unobservable
Inputs and Fair Value
Measurement
Description
Investment Properties
– Hospitality
– Singapore
210,000
– Capitalisation – Capitalisation rate:
approach
3.8%
– Discounted
cashflow
approach
– Discount rate:
6.5%
– Terminal yield rate:
3.8%
– Australia
94,501
– Capitalisation – Capitalisation rate:
approach
7.5%
– Discounted
cashflow
approach
– Discount rate:
9.5%
– Europe
249,863
– Capitalisation – Capitalisation rate:
approach
7.3%
– Discounted
cashflow
approach
– Market
comparison
method
– Discount rate:
9.8%
– Transacted price
of comparable
properties(1)
$336 psf to $2,335 psf
– China
241,575
– Capitalisation – Capitalisation rate:
approach
2.4%
– Others
78,475
– Discounted
cashflow
approach
– Discounted
cashflow
approach
– Discount rate:
5.4%
– Capitalisation rate:
8.0%
– Discount rate:
6.8%
– Market
comparison
method
– Transacted price
of comparable
properties(1)
$180 psf to $347 psf
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate and
terminal yield rate
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
The estimated fair value
varies with different
adjustment factors used
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
The estimated fair value
varies with different
adjustment factors used
(1) Adjustments are made for any difference in the location, tenure, size and condition of the specific property.
208
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
37. FAI R VALUE O F A SSETS AND LI A BI LI TI E S (CO NT’D)
(d) Level 3 Fair Value Measurements (cont’d)
(i)
Information about Significant Unobservable Inputs used in Level 3 Fair Value Measurements (cont’d)
Recurring Fair Value Measurements (cont’d)
Description
Investment Properties
– Australand
Investment Properties
under Construction
– Australand
Fair Value
as at
30 September
2014
$'000
Valuation
Techniques
Key Unobservable Inputs
Inter-relationship
Between Key Unobservable
Inputs and Fair Value
Measurement
2,730,598
– Capitalisation – Capitalisation rate:
approach
6.5% to 10.3%
– Discounted
cashflow
approach
– Discount rate:
8.4% to 11.0%
35,842
– Capitalisation – Capitalisation rate:
approach
6.5% to 10.3%
– Discounted
cashflow
approach
– Discount rate:
8.4% to 11.0%
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
The estimated fair value
varies inversely against
the capitalisation rate
The estimated fair value
varies inversely against
the discount rate
The fair value of equity securities was estimated based on the fair value of the underlying investment
property of the investee company. The valuation was based on discounted cash flow approach and its
significant unobservable inputs were consistent with the information as presented above.
(ii) Movement in Level 3 Assets Measured at Fair Value
The movements of financial and non-financial assets, investment properties, classified under Level 3
have been disclosed in Note 14.
(iii) Valuation Policies and Procedures
The significant non-financial asset of the Group categorised within Level 3 of the fair value hierarchy is
investment properties. Generally, the fair values of investment properties are determined annually by
independent professional valuers except for our significant subsidiary, Australand. At Australand, the
fair values of the investment properties are determined at least once every two years by independent
professional valuers and investment properties that are not independently valued are carried at fair
value determined by directors’ valuation.
Australand’s investment properties division includes a valuation team (the “Australand Valuation
Team”) where each member of this team is professionally qualified and is an accredited property
valuer. The Australand Valuation Team performs the underlying valuations that support the directors’
valuation.
209
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
37. FAI R VALUE O F A SSETS AND LI A BI LI TI E S (CO NT’D)
(d) Level 3 Fair Value Measurements (cont’d)
(iii) Valuation Policies and Procedures (cont’d)
The independent professional valuers and Australand Valuation Team (the “Valuers”) are experts
who possess the relevant credentials and knowledge on the subject of property valuation, valuation
methodologies and FRS 113 fair value measurement guidance to perform the valuation. For valuation
performed by the Valuers, the appropriateness of the valuation methodologies and assumptions
adopted are reviewed along with the appropriateness and reliability of the inputs (including those
developed internally by the Group) used in the valuations.
In selecting the appropriate valuation models and inputs to be adopted for each valuation that uses
significant non-observable inputs, the Valuers are required to recalibrate the valuation models and
inputs to actual market transactions (which may include transactions entered into by the Group with
third parties as appropriate) that are relevant to the valuation if such information are reasonably
available. For valuations that are sensitive to the unobservable inputs used, the Valuers are required,
to the extent practicable to use a minimum of two valuation approaches to allow for cross-checks.
Significant changes in fair value measurements from period to period are evaluated for reasonableness.
Key drivers of the changes are identified and assessed for reasonableness against relevant information
from independent sources, or internal sources if necessary and appropriate.
In accordance with the Group’s reporting policies, the valuation process and the results of the
independent valuations and directors’ valuation are reviewed at least once a year by the Board Executive
Committee and the Audit Committee before the results are presented to the Board of Directors for
approval.
(e) 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
Other Receivables (Non-Current) and Other Payables (Non-Current)
No disclosure of fair value is made for other receivables and other payables as it is not practicable to determine
their fair values with sufficient reliability since the balances have no fixed terms of repayment. The Group and
the Company do not anticipate that the carrying amounts recorded at the end of the financial year would be
significantly different from the values that would eventually be received or settled.
Available-for-Sale Financial Assets – Unquoted Equity Investments, at Cost
Unquoted equity investments represent ordinary shares that are not quoted on any market and do not have any
comparable industry peer that is listed. Fair value information has not been disclosed for these investments
carried at cost less impairment because fair value cannot be measured reliably. The Group does not intend to
dispose of these investments in the foreseeable future.
210
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
38. CLASSIFICAT ION O F FIN ANC IAL IN STRUM E NTS
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
$'000
Derivatives
used for
Hedging
$'000
Fair Value
through
Profit or
Loss
$'000
Available-
for-sale
$'000
Liabilities at
Amortised
Cost
$'000
Group
Year ended 30 September 2014
Assets
Financial assets
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Liabilities
Trade and other payables
Derivative financial instruments
Loans and borrowings
Year ended 30 September 2013
Assets
Financial assets
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
Liabilities
Trade and other payables
Derivative financial instruments
Loans and borrowings
–
997,102
–
883,604
1,880,706
–
–
–
–
–
470,867
–
506,784
977,651
–
–
–
–
–
–
–
–
–
–
8,882
–
8,882
–
–
–
–
–
–
4,663
–
4,663
–
–
31,703
–
31,703
–
6,455
–
6,455
–
–
1,478
–
1,478
–
1,628
–
1,628
2,164
–
–
–
2,164
–
–
–
–
–
–
–
–
–
1,816,576
–
7,616,375
9,432,951
2,164
–
–
–
2,164
–
–
–
–
–
–
–
–
–
2,622,973
–
1,804,508
4,427,481
211
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201438. CLASSIFICAT ION O F FIN ANC IAL IN STRUM E NTS (CO NT’D )
Loans and
Receivables
$'000
Derivatives
used for
Hedging
$'000
Fair Value
through
Profit or
Loss
$'000
Available-
for-sale
$'000
Liabilities at
Amortised
Cost
$'000
Company
Year ended 30 September 2014
Assets
Financial assets
Trade and other receivables
Cash and cash equivalents
Derivative financial instruments
Liabilities
Trade and other payables
Derivative financial instruments
Year ended 30 September 2013
Assets
Financial assets
Trade and other receivables
Cash and cash equivalents
Derivative financial instruments
Liabilities
Trade and other payables
Derivative financial instruments
–
3,243,839
86,537
–
3,330,376
–
–
–
–
–
–
–
–
–
1,036
1,036
–
2,272,479
28,426
–
2,300,905
–
–
–
–
–
–
–
–
–
2,861
2,861
–
–
–
254
254
–
5,289
5,289
–
–
–
1,478
1,478
–
–
–
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
766,833
–
766,833
2,148
–
–
–
2,148
–
–
–
–
–
–
–
–
1,264,254
–
1,264,254
212
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201439. CAPI TAL M ANAGE MENT
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
shareholders, return capital to shareholders or issue new shares.
No changes were made in the objectives, policies or processes during the years ended 30 September 2014
and 30 September 2013.
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
2014
$'000
2013
$'000
883,604
(7,616,375)
–
(6,732,771)
506,784
(1,804,508)
(1,847,259)
(3,144,983)
7,087,775
5,478,286
0.95
0.57
Certain entities in the Group are required to comply with certain externally imposed capital requirements in
respect of some of their external borrowings, and these have been compiled with during the year.
40. COMMI TM ENTS
(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
– Others
Group
2014
$'000
2013
$'000
1,672,587
861,596
278,410
49,195
2,861,788
2,144,291
788,414
339,445
–
3,272,150
213
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201440. COMMI TM ENTS ( C ON T’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
After 5 years
2014
$'000
92,326
346,247
1,209,755
1,648,328
Group
2013
$'000
23,012
7,333
–
30,345
Company
2014
$'000
2013
$'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
2014
$'000
2013
$'000
46,211
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
2014
$'000
290,425
864,212
547,445
1,702,082
Group
2013
$'000
125,114
166,797
63
291,974
Company
2014
$'000
2013
$'000
–
–
–
–
–
–
–
–
Rental income from investment properties is disclosed in Note 14.
Rental income recognised in the profit statement from properties held for sale is as follows:
Minimum lease payments
214
Group
2014
$'000
2013
$'000
99,521
102,093
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
41. CONTI NG ENCI ES
Financial Guarantee Contracts
(i)
(ii)
As at 30 September 2014, the Company has provided bankers’ guarantees of $75,639,000 (2013:
$61,153,000) to unrelated parties in respect of performance contracts on behalf of certain subsidiaries.
No liability is expected to arise.
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 2014,
the outstanding loan by MCST 1298 is $13,431,000 (2013: $15,431,000).
(iii)
A wholly-owned subsidiary of the Group has provided RMB 206.4 million (2013: RMB 176.3 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.
42. SUBS EQUENT EVENT S
(i)
(ii)
On 7 October 2014, FCL Treasury Pte Ltd (“FCLT”), a wholly-owned subsidiary of the Company,
announced that FCLT has issued $200 million in aggregate principal amount of 3.95 per cent notes
due 2021 (the “Series 4 Notes”) under the $3,000 million Multicurrency Debt Issuance Programme
established by FCLT on 21 March 2012. The obligations of FCLT under the Series 4 Notes are guaranteed
by the Company.
On 24 October 2014, the Group announced that its subsidiaries, FCL Assets Pte Ltd and Frasers
(Australia) Pte Ltd, entered into an agreement to acquire the remaining 8% of the issued share capital
of Frasers Town Hall Pty Ltd (“FTHPL”) held by Genting (NSW) Pty Ltd, in equal share, to increase their
respective shareholding interest in FTHPL to 50% each (the “Acquisition”). The aggregate consideration
for the Acquisition is approximately $2,364,000.
(iii)
On 31 October 2014, the Group completed the compulsory acquisition of the remaining interest to
make Australand a wholly-owned subsidiary of the Group. Australand has since been removed from
the official list of ASX.
(iv)
On 12 November 2014, in an Extraordinary General Meeting of the Company, shareholders approved:
(a)
(b)
Retroactively the acquisition of up to 100% of the Australand Securities via an off-market
takeover offer for cash consideration; and
The proposed issue and placement of Perpetual Capital Securities to TCC Prosperity Limited
(“TCCPL”), a wholly-owned corporation of substantial shareholder, TCC Group, subject to a
maximum of 50% of the proposed offer of $600 million.
215
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
43. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S
Principal Activities
Effective
Shareholding
2014
2013
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.
(a) FCL Lodge Pte. Ltd.
(a) FCL Place Pte. Ltd.
(a) FCL Rise Pte. Ltd.
216
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
Property development
Property development
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%
100%
100%
100%
80%
100%
100%
100%
100%
100%
75%
75%
100%
100%
100%
100%
100%
100%
100%
75%
100%
100%
100%
100%
100%
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Subsidiaries of the Company (cont'd)
Country of Incorporation and Place of Business: Singapore (cont'd)
(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.
(a) Frasers Centrepoint Asset
Management Ltd.
(a) FCL Investments Pte. Ltd.
(a) FCL Trust Holdings Pte. Ltd.
(a) Frasers Hospitality Investment
Holding (Philippines) Pte. Ltd.
Investment holding
Investment holding
and property development
Property development
Property development
Property development
Property development
Management services
Investment holding
Investment holding
Investment holding
Effective
Shareholding
2014
2013
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
(a) Frasers Centrepoint Asset
Investment holding
100%
100%
Management (Malaysia) Pte. Ltd.
(a) FCL Trust Holdings (Commercial) Pte. Ltd.
(a) Frasers Centrepoint Asset
Management (Commercial) Ltd
(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.
(a) Fraser Residence Orchard Pte. Ltd.
(a) Frasers Centrepoint Property
Management (Commercial) Pte. Ltd.
(a) FCL Management Services
(Commercial) Pte. Ltd.
(a) FCL Crystal Pte. Ltd.
(a) FCL Topaz Pte. Ltd.
(a) Frasers Hospitality Investments
Melbourne Pte. Ltd.
(a) FCL Treasury Pte. Ltd.
(a) Frasers Land Pte. Ltd.
Investment holding
Asset management, fund and
property management and
related advisory services
Investment holding
Investment holding
Financial services
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Operation of serviced apartments
Asset management, fund
and property management
and related advisory services
Management services
Property development
Investment holding
Investment holding
Financial services
Property development
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%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
217
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Subsidiaries of the Company (cont'd)
Country of Incorporation and Place of Business: Singapore (cont'd)
(a) FCL Aquamarine Pte. Ltd.
(a) FC Commercial Trustee Pte. Ltd.
(a) FCL Amber Pte. Ltd.
(a) FC North Gem Trustee Pte. Ltd.
(a) Frasers Hospitality Group Pte. Ltd.
(a) Frasers Hospitality Asset Management Pte. Ltd. Investment holding
Investment holding
Trustee-management services
Investment holding
Trustee-management services
Management services
(formerly FCL Pearl Pte. Ltd.)
(a) Frasers Hospitality Trust Management Pte. Ltd. Business and management
(formerly FCL Quartz Pte. Ltd.)
(a) Frasers Hospitality Dalian Holding Pte. Ltd.
(a) Frasers Hospitality ML Pte. Ltd.
(a) Frasers Amethyst Pte. Ltd.
consultancy services
Investment holding
Investment holding
Investment holding
Country of Incorporation and Place of Business: Hong Kong
Effective
Shareholding
2014
2013
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
–
–
–
–
–
–
(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
Management consultancy services
(a) Frasers Hospitality Changi City Pte. Ltd.
Management services
(a) FC Hotel Trustee Pte. Ltd.
Investment holding
(a) Ruby Star Trust
Investment holding
(a) Sinomax International Pte. Ltd.
Investment holding
(a) Singapore Logistics Investments Pte. Ltd.
Property investment
(a) Emerald Hill Developments Pte. Ltd.
Property investment
(a) River Valley Shopping Centre Pte. Ltd.
Property investment
(a) River Valley Tower Pte. Ltd.
Property investment
(a) River Valley Apartments Pte. Ltd.
Property development
(a) FCL Compassvale Pte. Ltd.
Property development
(a) FCL Admiralty Pte. Ltd.
Property development
(a) Punggol Residences Pte. Ltd.
Property investment and development
(a) Aquamarine Star Trust
Property development
(a) North Gem Development Pte. Ltd.
Property investment and development
(a) North Gem Trust
Investment holding
(a) Frasers Property (Europe) Holdings Pte. Ltd.
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
80%
70%
80%
100%
100%
100%
80%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
80%
70%
80%
100%
100%
100%
80%
218
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont’d)
Country of Incorporation and Place of Business: United Kingdom
(c) Frasers Projects Ltd
(c) The School House (Tunbridge Wells) Limited
(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
(c) Frasers St Giles Street Management Ltd
(c) 39 QGG Management Limited
(c) Frasers Hospitality Frankfurt Investment Ltd
(c) Fairbriar Residential Investment
Property development
Property development
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
Property management
Management services
Investment holding
Investment in residential property
Partnership
fund
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
Investment holding
Management services
Property development
Property development
Property development
80%
80%
80%
80%
80%
80%
80%
79.2%
79.2%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
100%
100%
100%
100%
100%
100%
75%
75%
75%
75%
56.3%
80%
80%
80%
80%
80%
80%
80%
79.2%
79.2%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
80%
100%
100%
100%
100%
100%
100%
75%
75%
75%
75%
56.3%
219
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014
43. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(a) Frasers Killara Pty Ltd
(a) Frasers Morton Pty Ltd
(a) Frasers Broadway Pty Ltd
(a) Frasers Homes WA Pty Limited
(a) Frasers Putney Pty Limited
(a) Frasers Central Park Holdings No. 1 Pty Ltd
(a) Frasers Central Park Holdings No. 2 Pty Ltd
(a) Frasers Brisbane Management Pty Ltd
(a) Frasers Brisbane Apartments Pty Ltd
Property development
Property development
Property development
Builder
Property development
Investment holding
Investment holding
Trustee-management services
Management and consultancy
services
Dormant
(a) FCL Bridgepoint Australia Pty Ltd
(a) Frasers Hospitality Sydney Investments Pty Ltd Investment holding
Investment holding
(a) Frasers Sydney ML Hotel Pty Ltd
Investment holding
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Holding entity
Holding entity
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
(1)(d) Apartment (Altona No. 2) Trust
(1)(d) Apartment (Altona No. 3) Trust
(1)(d) Apartment (Berrinba No. 1) Trust
(1)(d) Apartment (Collins St No. 1) Trust
(1)(d) Apartment (Derrimut No. 1) Trust
(1)(d) Apartment (Derrimut No. 2) Trust
(1)(d) Apartment (Eastern Creek No. 2) Trust
(1)(d) Apartment (Eastern Creek No. 3) Trust
(1)(d) Apartment (Eastern Creek No. 4) Trust
(1)(d) Apartment (Eastern Creek No. 5) Trust
(1)(d) Apartment (Eastern Creek No. 6) Trust
(1)(d) Apartment (Inala/Richlands No. 1) Trust
(1)(d) Apartment (Keysborough No. 1) Trust
(1)(d) Apartment (Keysborough No. 2) Trust
(1)(d) Apartment (Keysborough No. 3) Trust
(1)(d) Apartment (Keysborough No. 4) Trust
(1)(d) Apartment (Northgate No. 1) Trust
(1)(d) Apartment (Parkinson No. 1) Trust
(1)(d) Apartment (Parkinson No. 2) Trust
(1)(d) Apartment (Port Kembla No. 1) Trust
(1)(d) Apartment (Truganina No. 1) Trust
(1)(d) Apartment (Truganina No. 2) Trust
75%
75%
75%
56.3%
75%
75%
75%
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%
100%
75%
75%
75%
56.3%
75%
75%
75%
100%
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
220
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) Apartment Altona Toll Trust
(1)(d) Apartment Clayton South No. 1 Unit Trust
(1)(d) Apartment Erskine Park No. 2 Unit Trust
(1)(d) Apartment Logistics Trust
(1)(d) Apartment Rhodes F Unit Trust
(1)(d) Apartment Rhodes No. 1 Unit Trust
(1)(d) Apartment Seven Hills No. 2 Unit Trust
(1)(d) Apartment Seven Hills No. 5 Unit Trust
(1)(d) Apartment Tullamarine No. 1 Unit Trust
(1)(d) Australand C & I Land Holdings
(Eastern Creek Stage 4 No. 1) Trust
(1)(d) Australand C & I Land Holdings
(Keysborough) Trust
Property investment
Property investment
Property investment
Investment holding
Property investment
Property investment
Property investment
Property investment
Property investment
Property development
Property development
(1)(d) Australand C & I Land Holdings (Rowville) Trust
(1)(d) Australand C & I Land Holdings
Property development
Property development
(The Ponds No. 1) Trust
(1)(d) Australand Cambridge Street Unit Trust
(1)(d) Australand Car Park Trust
(1)(d) Australand Citta Gold Games Trust
(1)(d) Australand Industrial No. 101 Trust
(1)(d) Australand Industrial No. 101 Trust (No. 2)
(1)(d) Australand Industrial No. 101 Trust (No. 3)
(1)(d) Australand Jets Court Unit Trust (No. 1)
(1)(d) Australand Jets Court Unit Trust (No. 2)
(1)(d) Australand Parkinson Trust
(1)(d) Australand Port Melbourne Unit Trust
(1)(d) Australand Property Trust
(1)(d) Australand Property Trust No. 4
(1)(d) Australand Property Trust No. 5
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Corporate
Property investment
Holding entity
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%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
221
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) Australand Residential (Burwood No. 2) Unit Trust
Property investment
(1)(d) Australand Residential Ashlar Unit Trust
Property development
(1)(d) Australand Residential Cranbourne Unit Trust
Property development
(1)(d) Australand Retail JV Trust
(1)(d) Australand Retail Trust
(1)(d) Australand West Park No. 1 Trust
(1)(d) Australand West Park Truganina Trust
(1)(d) Australand Wholesale Property Trust
Holding entity
Holding entity
Property development
Property development
Property investment
(1)(d) Australand Wholesale Property Trust No. 2
Investment holding
(1)(d) Australand Wholesale Property Trust No. 3
Investment holding
(1)(d) AWPT No. 4 Holding Trust
(1)(d) AWPT3 Greystanes Holding Trust No. 1
(1)(d) AWPT3 Greystanes Holding Trust No. 2
(1)(d) AWPT4 NSW Holding Trust No. 1
(1)(d) AWPT4 NSW Holding Trust No. 2
(1)(d) AWPT5 Holding Trust No. 3
(1)(d) AWPT5 Holding Trust No. 5
(1)(d) AWPT5 Holding Trust No. 6
(1)(d) AWPT5 Intermediate Trust
(1)(d) Berwick Retail Trust
(1)(d) Burbridge Investment Trust
(1)(d) Burbridge Park Industrial Trust B
(1)(d) Burbridge Park Industrial Trust C
(1)(d) Burbridge Park Industrial Trust D
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Property investment
Property investment
Property investment
Investment holding
Property investment
Property investment
Property investment
Property investment
Property investment
(1)(d) Chatswood Unit Trust
Property development
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%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
222
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) Eastern Creek Investment Trust No. 2
Property investment
(1)(d) Eastern Creek No. 1 Unit Trust
Property development
(1)(d) Freshwater Holding Trust No. 2
(1)(d) Freshwater Holding Trust No. 5
(1)(d) Freshwater Office Trust No. 2
(1)(d) Freshwater Stage 4 No. 2 Unit Trust
(1)(d) Freshwater Stage 4 Unit Trust
(1)(d) Greystanes No. 1 Unit Trust
(1)(d) Greystanes No. 2 Unit Trust
(1)(d) Henry Deane Building Trust
(1)(d) Horrie Miller Drive Unit Trust
(1)(d) Huntingwood Trust
(1)(d)
Industrial Project No. 2 Unit Trust
(1)(d)
Industrial Project No. 3 Unit Trust
(1)(d) Mascot No. 1 Unit Trust
(1)(d) No. 9 Stradbroke Street Unit Trust
(1)(d) Outer Harbour Unit Trust
(1)(d) Platinum Street Trust
(1)(d) Port Coogee Seabed Unit Trust
(1)(d) Queensport Road Unit Trust
(1)(d) Rhodes No. 8 Unit Trust
(1)(d) Rhodes No. 9 Unit Trust
(1)(d) Shettleston Street Trust
(1)(d) Smeaton Grange Trust
(1)(d) South Park Industrial Trust A
(1)(d) South Park Industrial Trust B
(1)(d) South Park Investment Trust
Investment holding
Investment holding
Property investment
Property development
Property development
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property development
Property investment
Property development
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
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%
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
223
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) South Park No. 116 Trust (No. 1)
(1)(d) South Park No. 125 Trust
(1)(d) South Park No. 2 Unit Trust
(1)(d) South Park Unit Trust
(1)(d) Stanton Road No. 1 Unit Trust
(1)(d) Stanton Road No. 2 Unit Trust
(1)(d) The Gateway Building Trust
(1)(d) Trade Street Unit Trust
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
(1)(d) Trust Project No. 11 Unit Trust
Property development
(1)(d) Trust Project No. 9 Unit Trust
(1)(d) Tullamarine No. 1 Unit Trust
(1)(d) Twenty8 Freshwater Place Unit Trust
(1)(d) Walter Road Unit Trust
(1)(d) West Park Investment Trust No. 2
(1)(d) West Park No. 116 Trust (No. 1)
(1)(d) West Park No. 118 Trust
(1)(d) Wolli Creek No. 1 Unit Trust
(1)(d) Wolli Creek No. 10 Unit Trust
(1)(d) Wolli Creek No. 2 Unit Trust
(1)(d) Wolli Creek No. 3A Unit Trust
(1)(d) Wolli Creek No. 3B Unit Trust
(1)(d) Wolli Creek No. 4 Unit Trust
(1)(d) Wolli Creek No. 5 Unit Trust
(1)(d) Wolli Creek No. 6 Unit Trust
(1)(d) Wolli Creek No. 7A Unit Trust
(1)(d) Wolli Creek No. 7B Unit Trust
(1)(d) Wolli Creek No. 8 Unit Trust
(1)(d) Wolli Creek No. 9A Unit Trust
(1)(d) Wolli Creek No. 9B Unit Trust
(1)(d) Wolli Creek Unit Trust
224
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property investment
Property development
Property development
Property development
Property development
Property development
Property development
Property development
Property development
Property development
Property development
Property development
Property development
Property development
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%
100%
100%
100%
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) AHL (Perth) Pty Limited
(1)(d) AHL Centenary Pty Limited
(1)(d) AHL Projects Pty Limited
(1)(d) AHL Real Estate (Vic) Pty Limited
(1)(d) AHL Real Estate Pty Limited
(1)(d) Australand Avondale Pty Limited
Management services
Property development
Finance
Management services
Management services
Investment holding
(1)(d) Australand Car Park Operations Pty Limited
Management services
(1)(d) Australand Consolidated Investments Pty Limited Investment holding
(1)(d) Australand Constructions Pty Limited
Management services
(1)(d) Australand Coorparoo Holdings Pty Limited
Property development
(1)(d) Australand Coorparoo Pty Limited
Investment holding
(1)(d) Australand Corporation (NSW) Pty Limited
Investment holding
(1)(d) Australand Corporation (Qld) Pty Ltd
Property development
(1)(d) Australand Developments (NSW) Pty Limited
Investment holding
(1)(d) Australand Finance Pty Limited
Finance
(1)(d) Australand Funds Management Limited
Management services
(1)(d) Australand HK Company Limited
(1)(d) Australand Holdings Limited
Management services
Property development
(1)(d) Australand Industrial Construction Pty Limited
Management services
(1)(d) Australand Industrial No. 100 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 101 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 102 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 103 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 105 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 106 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 107 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 110 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 111 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 112 Pty Limited
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%
100%
100%
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
225
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) Australand Industrial No. 113 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 115 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 117 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 118 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 122 Pty Limited
Property development
(1)(d) Australand Industrial No. 125 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 128 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 129 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 133 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 134 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 137 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 139 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 14 Pty Limited
Trustee
(1)(d) Australand Industrial No. 140 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 141 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 145 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 146 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 147 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 148 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 149 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 153 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 154 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 155 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 158 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 16 Pty Limited
Property development
(1)(d) Australand Industrial No. 160 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 161 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 162 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 163 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 18 Pty Limited
Trustee
226
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%
100%
100%
100%
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) Australand Industrial No. 63 Pty Limited
Property development
(1)(d) Australand Industrial No. 68 Pty Limited
Property development
(1)(d) Australand Industrial No. 69 Pty Limited
Property development
(1)(d) Australand Industrial No. 70 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 72 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 76 Pty Limited
Property development
(1)(d) Australand Industrial No. 81 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 84 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 85 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 86 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 88 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 89 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 90 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 91 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 92 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 93 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 94 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 96 Pty Limited
Investment holding
(1)(d) Australand Industrial No. 98 Pty Limited
Investment holding
(1)(d) Australand Inter Entity Finance Pty Limited
(1)(d) Australand Investment Finance Pty Limited
Finance
Finance
(1)(d) Australand Investments Limited
Management services
(1)(d) Australand Kellyville Partnership Pty Limited
Investment holding
(1)(d) Australand Land and Housing No. 5
(Hope Island) Pty Limited
(1)(d) Australand Land and Housing No. 7
(Hope Island) Pty Limited
(1)(d) Australand Land and Housing No. 8
(Hope Island) Pty Limited
Property development
Property development
Property development
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%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
227
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d) Australand Management Services Pty Limited
Investment holding
(1)(d) Australand Northshore Pty Limited
(1)(d) Australand Omeo Finance Pty Limited
Investment holding
Investment holding
(1)(d) Australand Property Group Pty Limited
Management services
(1)(d) Australand Property Holdings Pty Limited
Investment holding
(1)(d) Australand Property Limited
Management services
(1)(d) Australand Queensland Constructions
Investment holding
Pty Limited
(1)(d) Australand Residential No. 126 Pty Limited
Investment holding
(1)(d) Australand Residential No. 130 Pty Limited
Investment holding
(1)(d) Australand Residential No. 138 Pty Limited
Investment holding
(1)(d) Australand Residential No. 143 Pty Limited
Investment holding
(1)(d) Australand Residential No. 150 Pty Limited
Investment holding
(1)(d) Australand Residential No. 156 Pty Limited
Investment holding
(1)(d) Australand Residential No. 164 Pty Limited
Investment holding
(1)(d) Australand Residential No. 165 Pty Limited
Investment holding
(1)(d) Australand Residential No. 75 Pty Limited
Investment holding
(1)(d) Australand Residential Project Management
Property development
Pty Limited
(1)(d) Australand Retail Investments Pty Limited
Property development
(1)(d) Australand Retail Portfolio Pty Limited
Property development
(1)(d) Australand Valley Part Pty Limited
Management services
(1)(d) Australand Wholesale Holdings Pty Limited
Management services
(1)(d) Australand Wholesale Investments (Custodian)
Management services
Pty Limited
(1)(d) AWPT Finance Pty Limited
(1)(d) AWPT No. 3 Construction Finance Pty Limited
(1)(d) AWPT No. 3 Post Construction Finance
Pty Limited
Finance
Finance
Finance
(1)(d) Cinamist Pty Limited
Property development
(1)(d) Clemton Park Development No. 1 Pty Limited
Property development
(1)(d) Discovery Point Pty Limited
Property development
228
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%
100%
100%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Australia (cont'd)
(1)(d)
Interciti Amcliffe Pty Ltd
(1)(d) Jacday Pty Limited
Property development
Investment holding
(1)(d) JEM Warehouse Bonds Pty Limited
Investment holding
(1)(d) Melbourne Apartment Developments
Management services
Pty Limited
(1)(d) Newcastle Guarantee Corporation
Property development
Pty Limited
(1)(d) PDI (Qld) Pty Limited
Property development
(1)(d) Port Catherine Development Pty Ltd
Property development
(1)(d) Regency Chatswood Constructions
Investment holding
Pty Limited
(1)(d) T.M. Burke Estates Proprietary Limited
Property development
(1)(d) Wharf W Pty Limited
Investment holding
Country of Incorporation and Place of Business: New Zealand
(1)(a) Frasers Broadview Limited
(1)(a) Frasers Papamoa Limited
Property development
Property development
Country of Incorporation and Place of Business: Philippines
(1)(a) Frasers Hospitality Philippines, Inc
Management consultancy services
(1)(a) Frasers Hospitality Investments Inc.
Property investment
Country of Incorporation and Place of Business: Thailand
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
75%
67.5%
100%
100%
–
–
–
–
–
–
–
–
–
–
75%
67.5%
100%
100%
(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%
229
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Subsidiaries of the Group (cont'd)
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%
Country of Incorporation and Place of Business: China
(1)(e) Shanghai Frasers Management
Consultancy Co., Ltd
(1)(e) Beijing Sin Hua Yan Real Estate
Development Co., Ltd
Management services
100%
100%
Property development
100%
100%
(1)(e) Singlong Property Development
Property development
100%
100%
(Suzhou) Co., Ltd
(1)(e) Frasers Property Management
(Shanghai) Co., Ltd
Management services
100%
100%
(1)(e) Chengdu Sino Singapore Southwest
Property development
80%
80%
Logistics Co., Ltd
(1)(e) Frasers Hospitality Management
Management consultancy services
100%
100%
Co., Ltd, Shanghai
(1)(e) Fraser Place (Beijing) Property
Management Co., Ltd
Management consultancy services
100%
100%
(1)(e) Modena Hospitality Management
Management consultancy services
51%
51%
Co., Ltd. (Shanghai)
(1)(e) Beijing Fraser Suites Real Estate
Management Co., Ltd
Property investment
100%
100%
230
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 2014
43. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Subsidiaries of the Group (cont'd)
Country of Incorporation and Place of Business: Hong Kong
(e) Ace Goal Limited
(e) Extra Strength Limited
(e) Forth Carries Limited
(e) Forward Plan Limited
(e) Summit Park Limited
(e) Superway Logistics Investments
(Hong Kong) Limited
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Investment holding
Effective
Shareholding
2014
2013
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
80%
(e) Frasers Hospitality (Hong Kong) Limited
Management consultancy services
100%
100%
Country of Incorporation and Place of Business: Thailand
(1)(a) Riverside Homes Development Co., Ltd
Property development
69.6% (5)
69.6% (5)
Joint Ventures of the Group
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
Property development
Property development
Property development
Property development
Property development
Property development
Property investment and
development
(a) FC Retail Trustee Pte. Ltd.
Trustee-management services
(a) eCO Properties Pte. Ltd.
(a) Quarry Bay Pte. Ltd.
(a) WaterVine Homes Pte. Ltd.
Property development
Property development
Property development
Country of Incorporation and Place of Business: Malaysia
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%
40%
(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%
231
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
Joint Ventures of the Group (cont’d)
Country of Incorporation and Place of Business: Australia
(4)(a) Frasers Central Park
Property development
37.5%
37.5%
Equity No. 1 Pty Ltd and
SH Central Park Development
East Pty Ltd
(4)(a) Frasers Central Park
Property development
37.5%
37.5%
Equity No. 2 Pty Ltd and
SH Central Park Development
West Pty Ltd
Australand Group Joint Ventures
(1)(d) Australand Apartments No. 6 Pty Limited
Property development
(1) (d) Port Coogee Finance Pty Limited
(1) (d) Australand Residential Trust
(1) (d) Berwick Investment Trust
(1)(d) Chymont Unit Trust
(1)(d) CIP ALZ Gillman Trust
(1)(d) CIP ALZ Goulbum Industrial Unit Trust
Finance
Investment holding
Investment holding
Investment holding
Property development
Property development
(1)(d) CIP ALZ Horrie Miller Drive Industrial Unit Trust
Property development
(1)(d) CIP ALZ (MA) Trust
(1)(d) CIP ALZ (WA) Unit Trust
(1)(d) CIP ALZ (Wellington Road) Unit Trust
Property development
Property development
Property development
(1)(d) Commercial & Industrial Property (Mt Waverley) Trust
Property development
(1)(d) Commercial & Industrial Property (Pinkenba) Trust
Property development
(1)(d) Commercial & Industrial Property
(Port Melbourne) Trust
(1)(d) Croydon Development Trust
(1)(d) Freshwater Residential Unit Trust
(1)(d) Australand North Ryde Trust
Property development
Property development
Investment holding
Property development
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
50%
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
232
Frasers centrepoint limited & subsidiariesNOTES TO THE FINANCIAL STATEMENTSFor tHe Year ended 30 september 201443. SI GNI FICANT S UBSI DI AR IES, J OI NT VE NTU RES A ND ASSOC IATE S (CO NT’D )
Principal Activities
Effective
Shareholding
2014
2013
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%
27.9%
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)(e) 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)(e) Shanghai Zhong Jun Property Real
Property development
45.2%
45.2%
Estate Development Co, Ltd
(a)
(b)
(c)
(d)
(e)
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 PWC, Sydney
Audited by other firms
Note (1) Accounting year end is 31 December
Note (2) Accounting year end is 31 March
Note (3) Accounting year end is 30 June
Note (4) Unincorporated joint ventures
Note (5) Riverside Homes Development Co., Ltd is accounted for as a joint venture as the Group exercises only joint control over the
company.
44. AUTH ORIS AT IO N O F FI NAN CIA L S TATEM ENTS
The financial statements for the financial year ended 30 September 2014 were authorised for issue in
accordance with a resolution of the directors on 12 November 2014.
233
annual report2014NOTES TO THE FINANCIAL STATEMENTSFor tHe Year enDeD 30 SepteMBer 2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S
Singapore
Alexandra Point
Robertson Walk & Fraser
Place Robertson Walk
The Centrepoint
Valley Point
A 24-storey office building at 438 Alexandra Road
Freehold, lettable area – 18,523 sqm
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
Serviced apartments
Total
9,016 sqm
17,694 sqm
26,710 sqm
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
Office
Total
3,699 sqm
16,948 sqm
20,647 sqm
One@Changi City Business
Park
A 9-storey commercial business park building at 1 Changi Business
Park Central 1
Leasehold (Lease expires year 2069), lettable area – 61,299 sqm
51 Cuppage Road
A 10-storey commercial building at 51 Cuppage Road
Leasehold (Lease expires year 2095), lettable area – 25,682 sqm
Centrepoint Apartment
An apartment unit
112 serviced apartment units in 2 blocks of high rise building at
Melbourne, VIC 3000
Freehold, lettable area – 3,801 sqm
Australia
Fraser Place Melbourne
234
Book Value
$’000
289,000
325,000
645,494
295,000
150,000
400,000
1,600
32,993
Frasers centrepoint limited & subsidiaries
P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S ( CO NT ’ D )
Australia (cont’d)
Capri by Fraser, Brisbane
239 units of hotel residences at 80 Albert St, Brisbane, Australia
Freehold, lettable area – 9,468 sqm
Australand Group’s
Completed Investment
Properties
A property comprising a warehouse and office at 6 Butu Wargun
Drive, Greystanes, NSW
Lettable area – 19,218 sqm
A property comprising a warehouse facility, two level office and
showroom at 21-33 South Park Drive, Dandenong South, VIC
Lettable area – 22,106 sqm
A car park comprising 267 public car parking spaces with direct
access to the Melbourne Freeway network at Freshwater Car Park,
Southbank, VIC
A property comprising a warehouse and a single storey office at 64
West Park Drive, West Park, Derrimut, VIC
Lettable area – 20,337 sqm
A property comprising an industrial facility with a warehouse and
an attached single level office building at 81-103 South Park Drive,
Dandenong South, VIC
Lettable area – 10,425 sqm
A property comprising a freestanding industrial distribution facility
at 8 Butu Wargun Drive, Greystanes, NSW
Lettable area – 22,511 sqm
A property comprising a distribution facility incorporating a single
level office attached to a large warehouse at 468 Boundary Road,
West Park, Derrimut, VIC
Lettable area – 24,732 sqm
A property comprising a large refrigerated warehouse and
distribution centre together with a two storey office at 3135 & 3277
Beaudesert Road, Parkinson, QLD
Lettable area – 54,245 sqm
A property comprising an industrial office and warehouse facility at
98-126 South Park Drive, Dandenong, VIC
Lettable area – 21,070 sqm
An apartment unit at 138 Ferney Ave, Surfers Paradise, QLD
A property comprising an office and warehouse facility at 18-20
Butler Blvd, Burbridge Business Park, Adelaide Airport, SA
Lettable area – 6,991 sqm
Book Value
$’000
61,508
32,424
21,958
17,748
22,185
10,808
35,724
24,574
209,337
24,152
114
9,500
235
annual report2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S ( CO NT ’ D )
A property comprising an industrial facility with two separate offices
and warehouses at 25 – 29 Jets Court, Melbourne Airport Business
Park, Tullamarine, VIC
Lettable area – 15,544 sqm
A property comprising a warehouse and distribution facility with a
single level office at 38-52 Sky Road, Melbourne Airport Business
Park, Tullamarine, VIC
Lettable area – 46,231 sqm
A property comprising a warehouse facility and a freestanding two
level office at Spring Valley Business Park, 610 Heatherton Rd,
Clayton South, VIC
Lettable area – 8,387 sqm
A property comprising a warehouse and distribution facility at 44
Cambridge St, Rocklea, QLD
Lettable area – 10,923 sqm
An office tower at 28 Southbank Blvd, Southbank, VIC
Lettable area – 33,993 sqm
A property comprising an industrial facility, two level office and
ground floor café at 115-121 South Centre Rd, Melb Airport,
Tullamarine, VIC
Lettable area – 3,085 sqm
A property comprising a warehouse distribution facility and a
two level office at 28-32 Sky Road East, Melb Airport Bus Park,
Tullamarine, VIC
Lettable area – 12,086 sqm
A property comprising a two storey office and warehouse facility
with multiple loading docks at 8 Distribution Place, Seven Hills,
NSW
Lettable area – 13,189 sqm
A property comprising a warehouse facility and a single level office
at 1 West Park Dr, Derrimut, VIC
Lettable area – 10,078 sqm
A property comprising the common facilities including a café,
childcare centre, car wash, gym, pool and common parking areas at
Rhodes Corp Park, 1 Homebush Bay Drive, Rhodes, NSW
Lettable area – 1,053 sqm
Book Value
$’000
12,742
24,062
28,329
17,634
139,937
6,826
9,670
22,185
9,386
8,817
Australia (cont’d)
Australand Group’s
Completed Investment
Properties (cont’d)
236
Frasers centrepoint limited & subsidiariesP A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S ( CO NT ’ D )
Australia (cont’d)
Australand Group’s
Completed Investment
Properties (cont’d)
A property comprising four industrial units with associated offices
at BBP2, 5 Butler Blvd, Adelaide Airport, SA
Lettable area – 8,224 sqm
A property comprising an office warehouse at 18 Hudswell Road,
Perth Airport, WA
Lettable area – 20,143 sqm
A property comprising an industrial facility with a three level office at
96-106 Link Road, Melbourne Airport Business Park, Tullamarine,
VIC
Lettable area – 18,598 sqm
A property comprising two warehouse and distribution facilities
with associated office accommodation at 17-23 Jets Court, Melb
Airport Bus Park, Tullamarine, VIC
Lettable area – 9,869 sqm
A property comprising a two level office and warehouse at 260
Earnshaw Rd, Northgate, QLD
Lettable area – 30,779 sqm
A property comprising a warehouse facility and associated office at
230-242 Greens Rd & South Park Dr, Dandenong VIC
Lettable area – 12,729 sqm
A property comprising an office and warehouse facility at BBP4, 20-
24 Butler Blvd, Adelaide Airport, SA
Lettable area – 11,197 sqm
A property comprising an office and warehouse at Lots 104 & 105
Tom Thumb Road, Port Kembla, NSW
Lettable area – 3,283 sqm
A property comprising office accommodation and retail amenity at
351-357 Collins St, Melbourne, VIC
Lettable area – 32,110 sqm
A property comprising a warehouse and associated offices at 99
Station Road, Seven Hills, NSW
Lettable area – 10,772 sqm
A property comprising two attached warehouses with internal office
accommodation at 1 & 15 Sunline Drive, West Park, Derrimut, VIC
Lettable area – 26,153 sqm
Book Value
$’000
8,931
24,176
29,922
8,419
55,975
12,628
11,718
25,598
235,521
17,521
29,125
237
annual report2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S ( CO NT ’ D )
Australia (cont’d)
Australand Group’s
Completed Investment
Properties (cont’d)
A property comprising two units warehouse and office facility at
144-166 Atlantic Drive, Keysborough, VIC
Lettable area – 27,272 sqm
A property comprising an industrial warehouse and an attached two
level office building at 49-71 Pacific Drive, Keysborough, VIC
Lettable area – 25,163 sqm
A property comprising office accommodation at Rhodes F,
Homebush Bay Drive, Rhodes, NSW
Lettable area – 17,650 sqm
A property comprising two warehouse and office at 17 Pacific Dr &
170-172 Atlantic Dr, Keysbourough, VIC
Lettable area – 30,004 sqm
A property comprising a warehouse and office at 30 Flint St & 374
Boundary Rd, Inala, QLD
Lettable area – 15,016 sqm
A property comprising a warehouse and ancillary office at 4
Kangaroo Ave, Eastern Ck, NSW
Lettable area – 15,918 sqm
A property comprising three level office accommodation at Building
10, 658 Church St, Richmond, VIC
Lettable area – 8,049 sqm
A property comprising office complex at 690 Springvale Rd, Mulgrave
Corporate Park, Mulgrave, VIC
Lettable area – 21,433 sqm
An 8-storey office building at Henry Deane Place, 20 Lee St, Sydney,
NSW
Lettable area – 9,112 sqm
A property comprising a warehouse and manufacturing facility at
57-71 Platinum St, Crestmead, QLD
Lettable area – 19,299 sqm
A property comprising a single level office and warehouse at 5-7
Trade St, Lytton, QLD
Lettable area – 14,479 sqm
A property comprising an office and temperature controlled
warehouse facility at Lot 102 Coghlan Rd, Outer Harbor, SA
Lettable area – 6,626 sqm
238
Book Value
$’000
34,131
28,954
108,798
34,315
25,371
28,443
43,233
91,016
57,169
30,149
21,844
7,168
Frasers centrepoint limited & subsidiariesP A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S ( CO NT ’ D )
Australia (cont’d)
Australand Group’s
Completed Investment
Properties (cont’d)
A property comprising a warehouse and an attached 2-storey office
at 23 Scanlon Drive, Epping, VIC
Lettable area – 12,361 sqm
A property comprising two freestanding industrial facility at 2
Douglas Street, Port Melbourne, VIC
Lettable area – 21,803 sqm
A property comprising a warehouse and distribution facility with a
single level office at 99 Shettleston St, Rocklea, QLD
Lettable area – 15,186 sqm
A property comprising a warehouse and production facility with
associated office accommodation at 51 Stradbroke St, Heathwood,
QLD
Lettable area – 14,916 sqm
A property comprising a warehouse and 2-storey office component
at 227 Walters Road, Arndell Park, NSW
Lettable area – 17,733 sqm
A property comprising a two level office and warehouse at 8 Stanton
Road, Seven Hills, NSW
Lettable area – 10,708 sqm
An 8-storey building with a terrace area on level seven at 26-30 Lee
St, Gateway Building, Sydney, NSW
Lettable area – 12,601 sqm
A property comprising an industrial facility with full vehicular access
and a single level office at 10 Butu Wargun Drive, Greystanes, NSW
Lettable area – 25,705 sqm
A six level office accommodation and a café at Nestle, Building B,
Rhodes, NSW
Lettable area – 12,799 sqm
A commercial office building with five levels office accommodation
at Nestle, Building D, Rhodes, NSW
Lettable area – 17,238 sqm
An eight level office building including a café at Tower A, 197-201
Coward St, Mascot, NSW
Lettable area – 12,700 sqm
A property comprising a two level office accommodation, undercover
parking and a warehouse at 10 Stanton Road, Seven Hills, NSW
Lettable area – 7,065 sqm
Book Value
$’000
15,075
26,167
22,982
24,233
26,736
17,634
88,741
40,388
77,528
111,495
77,376
13,084
239
annual report2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S ( CO NT ’ D )
Australia (cont’d)
Australand Group’s
Completed Investment
Properties (cont’d)
A property comprising a single level office component and
warehouse at 35 Huntingwood Drive, Huntingwood, NSW
Lettable area – 24,967 sqm
A property comprising an
distribution centre at 80 Hartley Road, Smeaton Grange, NSW
Lettable area – 61,281 sqm
industrial office, warehouse and
A property comprising a ground floor and seven upper levels of
office accommodation at Tower B, 197-201 Coward St, Mascot, NSW
Lettable area – 10,253 sqm
Book Value
$’000
41,156
69,684
50,065
An office tower with retail, food and amenity at 2 Southbank Blvd,
Southbank, VIC (50% interest)
Lettable area – 54,922 sqm
233,229
A property comprising a warehouse with two level office at 63-71
South Park Drive, Dandenong, VIC
Lettable area – 13,963 sqm
A property comprising a warehouse and office at 47-59 Boundary
Road, Carole Park, QLD
Lettable area – 13,260 sqm
A property comprising a single level office and temperature
controlled warehouse at 22-28 Bam Wine Court, Dandenong South
Lettable area – 17,606 sqm
A property comprising a three level office and warehouse at 2
Wonderland Drive, Eastern Creek, NSW
Lettable area – 29,047 sqm
A property comprising a detached two level office building and
warehouse at 286 Queensport Road, Murarrie, QLD
Lettable area – 21,531 sqm
15,359
14,221
21,389
54,534
31,272
240
Frasers centrepoint limited & subsidiariesP A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED INV EST MEN T PRO P E R T I E S ( CO NT ’ D )
Book Value
$’000
Vietnam
Me Linh Point
China
Fraser Suites CBD
Philippines
Fraser Place Forbes Tower
Europe
Capri Barcelona
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
50,423
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
241,574
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
35,963
97 serviced apartments at Hotel Apsis Porta Marina, Sancho de
Avila, 32-34 08018 Barcelona, Spain
Freehold, lettable area – 3,626 sqm
Fraser Suites Kensington
69 residential apartments at Fraser Suites Kensington, 75 Stanhope
Gardens London SW7 5RN
Freehold, lettable area – 6,845 sqm
Indonesia
Fraser Residence Sudirman 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
25,372
224,491
42,511
TOTAL COMPLETED INVESTMENT PROPERTIES
5,551,514
241
annual report2014
P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
INV ES TMENT PR OPE RT IES UN DE R C O NST RUCTI ON
Singapore
Waterway Point
Cecil Street
Australia
Australand Group’s
Investment Properties
Under Construction
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
Book Value
$’000
260,668
A commercial development at Cecil Street/ Telok Ayer Street
Leasehold (Lease expires year 2112), gross floor area of 77,162 sqm
974,291
A property comprising two attached warehouses with office
accommodation at 2-34 Aylesbury Drive, Altona
A property comprising two attached warehouses with office
accommodation at 70 – 86 Atlantic Drive, Keysborough, VIC
A property comprising 3 adjacent warehouse facilities with internal
offices at Cnr Sunline & Efficient Drives, Truganina, Derrimut, VIC
TOTAL INVESTMENT PROPERTIES UNDER CONSTRUCTION
TOTAL PROPERTIES (CLASSIFIED AS INVESTMENT PROPERTIES)
P ROPERTY , PLAN T AND EQ UIP MEN T
7,243
12,056
16,559
1,270,817
6,822,331
Book Value
$’000
Australia
Sofitel Wentworth Sydney
A 5-star hotel with 436 hotel rooms at 61-101 Philip Street, Sydney
NSW 2000
Freehold, lettable area – 33,589 sqm
227,546
242
Frasers centrepoint limited & subsidiariesP A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED PR OPE RT IE S H EL D FO R S A L E
Singapore
Soleil@Sinaran
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.
Esparina Residences
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.
Capri by Fraser
Holland Park
Flamingo Valley
Australia
Lumiere
Central Park
Fraser Suites Perth
Queens Riverside
Leasehold land of approximately 7,517 sqm situated at Changi
Business Park. The development has a gross floor area of 18,975
sqm and consists of 313 hotel rooms and 4 food & beverage outlets.
Freehold land of approximately 2,801 sqm at Holland Park for the
development of 2 good class bungalows 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.
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 for a proposed mixed development of approximately
2,519 residential apartment units of approximately 162,529 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 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.
Freehold land of approximately 11,895 sqm situated at East Perth
for a proposed mixed development comprising 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.
Effective
Group
Interest
%
100.0
80.0
50.0
100.0
100.0
80.5
37.5
87.5
87.5
243
annual report2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
COM PLETED PR OPE RT IE S H EL D FO R S A L E ( CO NT ’ D )
Australia (cont’d)
Putney Hill
Freehold land of approximately 113,500 sqm situated at Putney,
Sydney NSW for a proposed development comprising 705 apartments
and 86 houses of approximately 75,818 sqm of gross floor area for
sale.
Australand Group’s
Completed Properties
Held for Sale
A property comprising a warehouse and two level office at 20
Thackray Road, Port Melbourne, VIC. The development has a gross
floor area of 9,027 sqm.
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.
Leasehold land of approximately 195,846 sqm situated at Chengdu.
Phase 1 and 2 (Office) of the development has a gross floor area
of 221,928 sqm and consists of 299 offices, 27 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 and 2b has a gross floor area of
150,218 sqm and consists of 898 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 20,531 sqm situated at south bank
of River Thames, London. Phase 3A (One and Three Riverside)
comprises 121 private apartments, 18 affordable apartments and
12 commercial units.
China
Crosspoint
Chengdu Logistics Hub
Baitang One
Thailand
The Pano
United Kingdom
Wandsworth
244
Effective
Group
Interest
%
75.0
100.0
100.0
80.0
100.0
49.0
80.0
Frasers centrepoint limited & subsidiariesP A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
DEV ELOPMENT PRO PERT IES H E LD FOR SA LE
Stage of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Singapore
Waterfront Isle
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.
81
2nd Quarter 2015
50.0
Boathouse Residences 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.
89
2nd Quarter 2015
50.0
Palm Isles
Seastrand
Watertown
eCO
Twin Waterfalls
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.
Leasehold land (Lease expires year 2110) of
approximately 29,999 sqm at Punggol Central/
Punggol Walk for a mixed commercial and
residential
residential development. The
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.
78
3rd Quarter 2015
100.0
94
1st Quarter 2015
50.0
27
1st Quarter 2017
33.3
32
2nd Quarter 2016
33.3
82
2nd Quarter 2015
80.0
245
annual report2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
DEVELOPMEN T PR O PER TIES HEL D FO R SA LE (CO NT’D )
Stage of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Singapore (cont’d)
QBay Residences
Twin Fountains
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.
RiverTrees Residences 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.
Australia
Queens Riverside
Freehold land of approximately 11,895 sqm
situated at East Perth for a proposed mixed
development
approximately
comprising
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 I
– Q II
Frasers Landing
Freehold land of approximately 550,000 sqm
situated at Mandurah, Western Australia for a
proposed residential development.
Freehold
land of approximately 10,000
sqm situated at Broadway, Sydney NSW
for a proposed mixed development of
approximately 524 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.
Central Park
(CUB Site)
246
48
3rd Quarter 2016
33.3
46
2nd Quarter 2016
70.0
6
2nd Quarter 2017
40.0
15
82
1st Quarter 2016
2nd Quarter 2015
–
3rd Quarter 2023
87.5
87.5
56.3
– 4th Quarter 2018
75.0
Frasers centrepoint limited & subsidiariesP A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
DEVELOPMEN T PR O PER TIES HEL D FO R SA LE (CO NT’D )
Stage of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Australia (cont’d)
Putney Hill
Freehold land of approximately 113,500 sqm
situated at Putney, Sydney NSW for a proposed
development comprising 665 apartments and
126 houses over phases of approximately
75,818 sqm of gross floor area for sale.
– Houses
– Apartments
Port Coogee
A residential development of 2,000
lots
consisting of 800 land lots and 1,200 medium
density townhouses and apartments.
58
22
2nd Quarter 2017
3rd Quarter 2018
75.0
75.0
38
1st Quarter 2023
100.0
Discovery Point Share
Works
A development of 1,850 apartments comprising
a series of 17 buildings.
1
4th Quarter 2018
100.0
Jandakot – Cockburn
Central
development
A
apartments.
of
approximately
800
36
1st Quarter 2020
100.0
Ashlar Golf Course
A residential development of approximately
780 medium density dwellings.
–
1st Quarter 2021
100.0
Caloundra
– Ivadale Lakes
Springfield
– The Springs
Cova
– Hope Island
Yungabah
Northshore
– Hamilton
Casiana Grove 865
Frank Road
A development comprising 650 land lots.
83
3rd Quarter 2015
100.0
A development comprising 275 land lots.
74
1st Quarter 2015
100.0
A development comprising a yield of
approximately 570 dwellings, split between 220
land lots and 350 medium density dwellings.
20
3rd Quarter 2021
100.0
A development comprising 165 apartments
and 10 residential houses.
41
4th Quarter 2016
100.0
development
A
apartments and terrace homes.
of
approximately
660
15
1st Quarter 2020
100.0
A development comprising 680 land lots.
74
1st Quarter 2016
100.0
Lidcombe Village Civil A development comprising 230 dwellings.
64
4th Quarter 2016
100.0
Greenvale
A development comprising 660 land lots.
48
1st Quarter 2017
100.0
247
annual report2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
DEVELOPMEN T PR OP ERT IES H E LD FO R SA LE (CO NT’D )
Stage of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Australia (cont’d)
Clemton Park
A residential development.
21
1st Quarter 2017
Discovery Point Co
A development of 1,850 apartments comprising
a series of 17 buildings.
–
4th Quarter 2016
East Baldivis
A residential development.
–
3rd Quarter 2021
Lincoln Health Co
A development comprising 600 land lots.
–
1st Quarter 2020
The Range at Croydon A residential development.
80
4th Quarter 2015
Sunshine
A residential development.
82
3rd Quarter 2016
A residential development.
25
1st Quarter 2015
50.0
50.0
50.0
50.0
50.0
50.0
50.0
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 and 2
(Office) of the development were completed.
Phase 3 was sold in September 2012.
– Phase 2a – Office
– Phase 4 – Office
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, 2a and 2b of the
development were completed.
– Baitang One (Phase 3a)
– Baitang One (Phase 3b)
– Baitang One (Phase 3c)
–
–
2nd Quarter 2017
4th Quarter 2015
80.0
80.0
–
–
–
4th Quarter 2015
4th Quarter 2017
4th Quarter 2016
100.0
100.0
100.0
Wallan
China
Chengdu Logistics
Hub
Baitang One
248
Frasers centrepoint limited & subsidiariesP A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
DEV ELOPMEN T PR O PER TIES HEL D FO R SA LE (CO NT’D)
Stage of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
New Zealand
Broadview
Coast @ Papamoa
United Kingdom
Wandsworth Riverside
Quarter
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.
Vauxhall Sky Garolens 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 198
private apartments, 41 affordable, with offices
and ground floor commercial.
Camberwell Green
Project
Freehold land of approximately 2,310 sqm
situated at 1 – 6 Camberwell Green and 307 –
311 Camberwell New Road SE5, London.
Brown Street Project
Freehold land of approximately 3,157 sqm
situated at Brown Street, Glasgow.
Baildon Project
Freehold land of approximately 5,870 sqm
situated at Baildon.
–
4th Quarter 2016
75.0
–
1st Quarter 2017
67.5
–
3rd Quarter 2016
80.0
–
3rd Quarter 2016
80.0
–
–
–
–
–
–
80.0
80.0
80.0
249
annual report2014P A R T I C U L A R S O F G R O U P P R O P E R T I E S
A S A T 3 0 S E P T E M B E R 2 0 1 4
D EV ELOPMENT PR OP ERT IES H E LD FO R SAL E ( CO NT ’ D )
Stage of
Completion
%
Estimated
Date of
Completion
Effective
Group
Interest
%
Thailand
The Pano
Peninsular Malaysia
Dataran Fraser
“Fraser Square”
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.
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 – Serviced Apartment & Street
Retail
– Phase 1b – SOHO
– Phase 2 – Boutique Office & Shopping Mall
– Phase 3 – Corporate Tower
– Phase 4 – Business Hotel
–
–
49.0
–
4th Quarter 2018
–
–
–
–
2nd Quarter 2019
2nd Quarter 2020
4th Quarter 2019
1st Quarter 2020
50.0
50.0
50.0
50.0
50.0
250
Frasers centrepoint limited & subsidiariesI N T E R E S T E D P E R S O N T R A N S A C T I O N S
Particulars of interested person transactions ("IPTs") for the period 9 January 2014 to 30 September 2014 as required
under Rule 907 of the SGX Listing Manual.
Aggregate value of
all Interested Person
Transactions ("IPT")
during the financial period
under review (excluding
transactions less than
$100,000 and transactions
conducted under
Shareholders' Mandate
pursuant to Rule 920)
$'000
Aggregate value of
all Interested Person
Transactions ("IPT")
conducted during the financial
period under review under
Shareholders' Mandate
pursuant to Rule 920
(excluding transactions less
than $100,000)
$'000
10,257
250,000
652
Nil
1,000
Nil
Nil
136,133
15,392
Nil
Name of interested person
TCC Group of Companies(1)
– Acquisition of entities
– TCC Prosperity Limited:
Placement of perpetual capital securities
– Sale of goods and services
– Extension of loans
Lim Ee Seng, Group Chief Executive Officer
– Placement of perpetual capital securities
Note:
(1) This refers to the companies and entities in the TCC Group, which are controlled by Mr Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi.
M ATERI AL C ONT RACTS (R UL E 12 07(8 ) OF THE SGX LI STI NG M A NUAL )
There were no material contracts entered into by the Company or any of its subsidiaries involving the interests of
any director or controlling shareholder of the Company during the financial period under review, same as disclosed
above and in this Annual Report.
251
annual report2014
S H A R E H O L D I N G S T A T I S T I C S
A S A T 1 2 D E C E M B E R 2 0 1 4
Class of Shares
Voting Rights
–
–
Ordinary shares
One vote per share
DIS TRIBUTION O F SH AR EH OLDE R S B Y SI ZE OF SH A RE HOL DI NG S
Size of Holding
– 999
1
1,000 – 10,000
10,001 – 1,000,000
1,000,001 and above
TOTAL
No. of
Shareholders
%
No. of Shares
%
200
4,430
2,213
24
6,867
2.91
64.51
32.23
0.35
100.00
58,963
21,473,896
126,871,285
2,741,408,428
2,889,812,572
0.00
0.74
4.39
94.87
100.00
TWENT Y L ARGE S T S HA REH O LDER S ( AS SH OW N I N THE R EGI STER OF M EMB ERS A ND D EPOSI TORY
R EGIS TER)
No.
Shareholder's Name
DBS Nominees Pte Ltd
United Overseas Bank Nominees Pte Ltd
InterBev Investment Limited
Citibank Nominees Singapore Pte Ltd
BNP Paribas Nominees Singapore Pte Ltd
DBS Vickers Securities (Singapore) Pte Ltd
HSBC (Singapore) Nominees Pte Ltd
Raffles Nominees (Pte) Ltd
UOB Kay Hian Pte Ltd
DBSN Services Pte Ltd
Lee Seng Tee
Phay Thong Huat Pte Ltd
CIMB Securities (Singapore) Pte Ltd
DB Nominees (Singapore) Pte Ltd
The Titular Roman Catholic Archbishop Of Kuala Lumpur
OCBC Securities Private Ltd
Maybank Kim Eng Securities Pte Ltd
Choo Meileen
Chee Swee Cheng & Co Pte Ltd
Bank of Singapore Nominees Pte Ltd
TOTAL
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Note:
No. of
Shares Held
872,629,615
860,975,154
824,847,644
64,006,367
24,148,230
20,651,020
14,140,196
13,469,681
10,812,620
6,413,292
5,000,000
3,598,000
2,938,553
2,667,810
2,013,440
1,933,240
1,830,844
1,812,130
1,693,220
1,385,172
2,736,966,228
%*
30.20
29.79
28.54
2.21
0.84
0.71
0.49
0.47
0.37
0.22
0.17
0.12
0.10
0.09
0.07
0.07
0.06
0.06
0.06
0.05
94.69
*
Percentage is based on 2,889,812,572 shares as at 12 December 2014. There are no Treasury Shares as at 12 December 2014.
252
Frasers centrepoint limited & subsidiaries
S H A R E H O L D I N G S T A T I S T I C S
A S A T 1 2 D E C E M B E R 2 0 1 4
SUBSTANTIAL SH ARE HO LDE RS ( AS S HOWN I N THE REGI STER OF SUB STA NTIA L S HA REHO LDERS)
TCC Assets Limited
InterBev Investment Limited
International Beverage Holdings Limited (1)
Thai Beverage Public Company Limited (2)
Siriwana Company Limited (3)
MM Group Limited (4)
Maxtop Management Corp. (4)
Risen Mark Enterprise Ltd. (4)
Golden Capital (Singapore) Limited (4)
Charoen Sirivadhanabhakdi (5)
Khunying Wanna Sirivadhanabhakdi (5)
Direct Interest
Deemed Interest
No. of Shares
%*
No. of Shares
%*
1,716,160,124
824,847,644
–
–
–
–
–
–
–
–
–
59.39
28.54
–
–
–
–
–
–
–
–
–
–
–
824,847,644
824,847,644
824,847,644
824,847,644
824,847,644
824,847,644
824,847,644
2,541,007,768
2,541,007,768
–
–
28.54
28.54
28.54
28.54
28.54
28.54
28.54
87.93
87.93
To the best of the Company’s knowledge and based on records of the Company as at 12 December 2014, approximately
12%* of the issued shares of the Company are held in the hands of the public and this complies with Rule 723 of the
Listing Manual.
Notes:
*
Percentage is based on 2,889,812,572 shares as at 12 December 2014. There are no Treasury Shares as at 12 December 2014.
(1)
International Beverage Holdings Limited (“IBHL”) holds a 100% direct interest in InterBev Investment Limited (“IBIL”) and is therefore deemed to be
interested in all of the shares of Frasers Centrepoint Limited (“FCL”) in which IBIL has an interest.
(2) Thai Beverage Public Company Limited (“ThaiBev”) holds a 100% direct interest in IBHL, which in turn holds a 100% direct interest in IBIL. ThaiBev is
therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
(3) Siriwana Company Limited holds an approximately 45.27% direct interest in ThaiBev;
-
-
ThaiBev holds a 100% direct interest in IBHL; and
IBHL holds a 100% direct interest in IBIL.
Siriwana Company Limited is therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
(4) MM Group Limited (“MM Group”) holds a 100% direct interest in each of Maxtop Management Corp. (“Maxtop”), Risen Mark Enterprise Ltd. (“RM”) and
Golden Capital (Singapore) Limited (“GC”);
- Maxtop holds a 17.23% direct interest in ThaiBev;
- RM holds a 3.32% direct interest in ThaiBev;
- GC holds a 0.06% direct interest in ThaiBev;
-
-
ThaiBev holds a 100% direct interest in IBHL; and
IBHL holds a 100% direct interest in IBIL.
MM Group is therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
(5) Each of Charoen Sirivadhanabhakdi and his spouse, Khunying Wanna Sirivadhanabhakdi, owns 50% of the issued and paid-up share capital of TCC Assets
Limited (“TCCA”), and is therefore deemed to be interested in all of the shares of FCL in which TCCA has an interest.
Charoen Sirivadhanabhakdi and Khunying Wanna Sirivadhanabhakdi also jointly hold:
-
-
a 51% direct interest in Siriwana Company Limited, which in turn holds an approximate 45.27% direct interest in ThaiBev; and
a 100% direct interest in MM Group. MM Group holds a 100% direct interest in each of Maxtop, RM and GC. Maxtop holds a 17.23% direct interest in
ThaiBev; RM holds a 3.32% direct interest in ThaiBev; and GC holds a 0.06% direct interest in ThaiBev.
ThaiBev holds a 100% direct interest in IBHL, which in turn holds a 100% direct interest in IBIL. Each of Charoen Sirivadhanabhakdi and Khunying Wanna
Sirivadhanabhakdi is therefore deemed to be interested in all of the shares of FCL in which IBIL has an interest.
253
annual report2014
N O T I C E O F A N N U A L G E N E R A L M E E T I N G
The admission and listing of Frasers Centrepoint Limited on the Singapore Exchange Securities Trading Limited was
sponsored by DBS Bank Ltd. as the Sole Issue Manager. DBS Bank Ltd., United Overseas Bank Limited and Morgan
Stanley Asia (Singapore) Pte. were the Joint Financial Advisers for the listing of Frasers Centrepoint Limited. DBS
Bank Ltd., United Overseas Bank Limited and Morgan Stanley Asia (Singapore) Pte. assume no responsibility for the
contents of this Notice.
FRASERS CENTREPOINT LIMITED
(Incorporated in the Republic of Singapore)
(Company Registration No. 196300440G)
NOTICE OF ANNUAL GENERAL MEETING
: Friday, 30 January 2015
Date
: Ballrooms II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966
Place
NOTICE IS HEREBY GIVEN that the 51st Annual General Meeting of FRASERS CENTREPOINT LIMITED (the “Company”)
will be held at Ballrooms II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966 on Friday,
30 January 2015 at 2.00 p.m. for the following purposes:
ROUTI NE BUS INE SS
(1)
(2)
(3)
To receive and adopt the report of the Directors and audited financial statements for the year ended 30
September 2014 and the auditors’ report thereon.
To approve a final tax-exempt (one-tier) dividend of 6.2 cents per share in respect of the year ended 30
September 2014.
To pass the following resolutions on the recommendation of the Nominating Committee and endorsement of
the Board of Directors in respect of appointment of Directors1:
(a)
“That pursuant to Section 153(6) of the Companies Act, Cap. 50, Mr Charoen Sirivadhanabhakdi be and
is hereby re-appointed as a Director of the Company, to hold office from the date of this Annual General
Meeting until the next Annual General Meeting of the Company.”
Subject to his re-appointment, Mr Charoen will be re-appointed as Chairman of the Board of Directors
and Chairman of the Board Executive Committee.
(b)
“That pursuant to Section 153(6) of the Companies Act, Cap. 50, Khunying Wanna Sirivadhanabhakdi
be and is hereby re-appointed as a Director of the Company, to hold office from the date of this Annual
General Meeting until the next Annual General Meeting of the Company.”
Subject to her re-appointment, Khunying Wanna will be re-appointed as Vice Chairman of the Board of
Directors.
(c)
“That Mr Wee Joo Yeow, who will cease to hold office pursuant to Article 97 of the Articles of Association
of the Company and who, being eligible, has offered himself for re-election, be and is hereby
re-appointed as a Director of the Company.”
Subject to his re-appointment, Mr Wee, who is considered an independent Director, will be re-appointed
as a Member of the Board Executive Committee and a Member of the Audit Committee.
1 Detailed information on the Directors who are proposed to be re-appointed can be found under “Board of Directors” and “Corporate Governance” in the
Company’s Annual Report 2014.
254
Frasers centrepoint limited & subsidiaries
N O T I C E O F A N N U A L G E N E R A L M E E T I N G
(d)
“That Mr Charles Mak Ming Ying, who will retire by rotation pursuant to Article 91 of the Articles of
Association of the Company and who, being eligible, has offered himself for re-election, be and is
hereby re-appointed as a Director of the Company.”
Subject to his re-appointment, Mr Mak, who is considered an independent Director, will be re-appointed
as Vice Chairman of the Board Executive Committee, Chairman of the Audit Committee, a Member of
the Risk Management Committee and a Member of the Remuneration Committee.
(e)
“That Mr Philip Eng Heng Nee, who will retire by rotation pursuant to Article 91 of the Articles of
Association of the Company and who, being eligible, has offered himself for re-election, be and is
hereby re-appointed as a Director of the Company.”
Subject to his re-appointment, Mr Eng, who is considered an independent Director, will be re-appointed
as Chairman of the Remuneration Committee and a Member of the Audit Committee.
(f)
“That Mr Weerawong Chittmittrapap, who will retire by rotation pursuant to Article 91 of the Articles
of Association of the Company and who, being eligible, has offered himself for re-election, be and is
hereby re-appointed as a Director of the Company.”
Subject to his re-appointment, Mr Chittmittrapap, who is considered an independent Director, will
be re-appointed as Chairman of the Nominating Committee and a Member of the Risk Management
Committee.
(4)
(5)
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the year ending 30 September
2015 (last year: up to S$1,453,000).
To re-appoint Ernst & Young LLP as the Company’s auditors for the ensuing year and to authorise the Directors
to fix their remuneration.
SPECI AL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions, with or without any modifications:
(6)
“That authority be and is hereby given to the Directors of the Company to:
(a)
(i)
issue shares in the capital of the Company (“shares”) whether by way of rights, bonus or
otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, “Instruments”) that might or would
require shares to be issued, including but not limited to the creation and issue of (as well as
adjustments to) warrants, debentures or other instruments convertible into shares,
at any time and upon such terms and conditions and for such purposes and to such persons as the
Directors may in their absolute discretion deem fit; and
(b)
(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue
shares in pursuance of any Instrument made or granted by the Directors while this Resolution was in
force,
255
annual report2014
N O T I C E O F A N N U A L G E N E R A L M E E T I N G
provided that:
(1)
the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued
in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the
total number of issued shares in the capital of the Company, excluding treasury shares (as calculated in
accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other
than on a pro rata basis to shareholders of the Company (including shares to be issued in pursuance
of Instruments made or granted pursuant to this Resolution) shall not exceed 20% of the total number
of issued shares in the capital of the Company, excluding treasury shares (as calculated in accordance
with sub-paragraph (2) below);
(2)
(subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities
Trading Limited (“SGX-ST”)) for the purpose of determining the aggregate number of shares that may
be issued under sub-paragraph (1) above, the percentage of issued shares shall be based on the total
number of issued shares in the capital of the Company, excluding treasury shares, at the time this
Resolution is passed, after adjusting for:
(i)
new shares arising from the conversion or exercise of any convertible securities or share options or
vesting of share awards which are outstanding or subsisting at the time this Resolution is passed;
and
(ii) any subsequent bonus issue, consolidation or subdivision of shares;
(3)
(4)
in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of
the Listing Manual of the SGX-ST for the time being in force (unless such compliance has been waived by
the SGX-ST) and the Articles of Association for the time being of the Company; and
(unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution
shall continue in force until the conclusion of the next Annual General Meeting of the Company or the
date by which the next Annual General Meeting of the Company is required by law to be held, whichever
is the earlier.”
(7)
“That approval be and is hereby given to the Directors of the Company to:
(a)
(b)
grant awards in accordance with the provisions of the FCL Restricted Share Plan (the “Restricted
Share Plan”) and/or the FCL Performance Share Plan (the “Performance Share Plan”); and
allot and issue such number of ordinary shares in the capital of the Company as may be required to be
delivered pursuant to the vesting of awards under the Restricted Share Plan and/or the Performance
Share Plan,
provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and
issued, when aggregated with existing ordinary shares in the capital of the Company (including shares held
in treasury) delivered and/or to be delivered, pursuant to the Restricted Share Plan and the Performance
Share Plan, shall not exceed 10% of the total number of issued ordinary shares in the capital of the Company,
excluding treasury shares, from time to time.”
256
Frasers centrepoint limited & subsidiaries
N O T I C E O F A N N U A L G E N E R A L M E E T I N G
(8)
“That:
(a)
approval be and is hereby given, for the purposes of Chapter 9 of the Listing Manual (“Chapter 9”) of
the Singapore Exchange Securities Trading Limited, for the Company, its subsidiaries and associated
companies that are considered to be “entities at risk” (as that term is used in Chapter 9), or any of them,
to enter into any of the transactions falling within the types of Mandated Transactions (as described in
Appendix A to the Letter to Shareholders dated 9 January 2015 (the “Letter to Shareholders”)), with
any party who is of the class of Mandated Interested Persons described in Appendix A to the Letter to
Shareholders, provided that such transactions are carried out on normal commercial terms and in
accordance with the review procedures for Mandated Transactions (the “IPT Mandate”);
(b)
(c)
the IPT Mandate shall, unless revoked or varied by the Company in general meeting, continue in force
until the conclusion of the next Annual General Meeting of the Company; and
the Company and any Director of the Company be and is hereby severally authorised to complete
and do all such acts and things (including executing all such documents as may be required) as the
Company or, as the case may be, such Director of the Company may consider expedient or necessary
or in the interests of the Company to give effect to this Resolution.”
OTH ER BUS INESS
(9)
To transact any other business which may properly be brought forward.
By Order of the Board
Piya Treruangrachada
Company Secretary
Singapore, 9 January 2015
A member of the Company entitled to attend the meeting and vote is entitled to appoint not more than two proxies
to attend and vote instead of him; a proxy need not be a member of the Company. Where a member of the Company
appoints more than one proxy, he shall specify the proportion of his shareholdings to be represented by each proxy.
The instrument appointing a proxy or proxies (a form is enclosed) must be deposited with the Company Secretary at
the registered office not less than 48 hours before the time appointed for holding the meeting.
257
annual report2014N O T I C E O F A N N U A L G E N E R A L M E E T I N G
Explanatory Notes:
(a) The Ordinary Resolution proposed in item (6) above is to authorise the Directors of the Company from the date
of the Annual General Meeting until the next Annual General Meeting to issue shares and/or make or grant
instruments that might require shares to be issued, and to issue shares in pursuance of such instruments, up
to a limit of 50% of the total number of issued shares in the capital of the Company, excluding treasury shares,
with a sub-limit of 20% for issues other than on a pro rata basis, calculated as described in the Resolution.
(b) The Ordinary Resolution proposed in item (7) above is to authorise the Directors of the Company to offer and
grant awards and to issue ordinary shares in the capital of the Company pursuant to the FCL Restricted Share
Plan (the “Restricted Share Plan”) and the FCL Performance Share Plan (the “Performance Share Plan”)
provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued,
when aggregated with existing ordinary shares in the capital of the Company (including shares held in treasury)
delivered and/or to be delivered, pursuant to the Restricted Share Plan and the Performance Share Plan, shall
not exceed 10% of the total number of issued ordinary shares in the capital of the Company, excluding treasury
shares, from time to time.
(c) The Ordinary Resolution proposed in item (8) above is to renew the mandate to enable the Company, its
subsidiaries and associated companies that are considered to be “entities at risk” under Chapter 9 of the Listing
Manual, or any of them, to enter into certain interested person transactions with specified classes of interested
persons, as described in the Letter to Shareholders dated 9 January 2015. Please refer to the Letter for more
details.
Personal data privacy:
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the Annual
General Meeting (“AGM”) and/or any adjournment thereof, a member of the Company (i) consents to the collection,
use and disclosure of the member’s personal data by the Company (or its agents) for the purpose of the processing
and administration by the Company (or its agents) of proxies and representatives appointed for the AGM (including
any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents
relating to the AGM (including any adjournment thereof), and in order for the Company (or its agents) to comply
with any applicable laws, listing rules, regulations and/or guidelines (collectively, the “Purposes”), and (ii) warrants
that where the member discloses the personal data of the member’s proxy(ies) and/or representative(s) to the
Company (or its agents), the member has obtained the prior consent of such proxy(ies) and/or representative(s)
for the collection, use and disclosure by the Company (or its agents) of the personal data of such proxy(ies) and/or
representative(s) for the Purposes.
258
Frasers centrepoint limited & subsidiariesFRA SERS CENTR EPOI NT LIM IT E D
(Company Registration No. 196300440G)
(Incorporated in Singapore)
P R O X Y F O R M
A N N U A L G E N E R A L M E E T I N G
IMPORTANT
CPF Investors
1. For investors who have used their CPF monies to buy Frasers Centrepoint Limited
shares, the Annual Report 2014 is forwarded to them at the request of their CPF
Approved Nominees and is sent FOR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for all
intents and purposes if used, or purported to be used, by them.
3. CPF investors who wish to attend the Annual General Meeting as OBSERVERS have
to submit their requests through their respective Agent Banks so that their Agent
Banks may register, in the required format, with the Company Secretary, Frasers
Centrepoint Limited. (Agent Banks: Please see Note 8 on the required format.)
Personal Data Privacy
By submitting an instrument appointing a proxy(ies) and/or representative(s), the
member accepts and agrees to the personal data privacy terms set out in the Notice of
Annual General Meeting dated 9 January 2015.
I/We __________________________________________ (Name) _________________________ (NRIC/Passport Number)
of _________________________________________________________________________________________ (Address)
being a member/members of Frasers Centrepoint Limited (the “Company”), hereby appoint:
Name
Address
NRIC/Passport Number
No. of Shares
%
Proportion of
Shareholdings (Note 2)
and/or (delete as appropriate)
Name
Address
NRIC/Passport Number
No. of Shares
%
Proportion of
Shareholdings (Note 2)
or failing him/them, the Chairman of the Annual General Meeting (the “AGM”), as my/our proxy/proxies to attend and to
vote for me/us on my/our behalf and, if necessary, to demand a poll, at the AGM of the Company to be held at 2.00 p.m.
on Friday, 30 January 2015 at Ballroom II and III, Level 2, InterContinental Singapore, 80 Middle Road, Singapore 188966,
and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at
the AGM as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies may vote or abstain from
voting at his/their discretion, as he/they may on any other matter arising at the AGM.
NOTE: The Chairman of the AGM will be exercising his right under Article 61(B)(a) of the Articles of Association of the Company to demand a poll in respect
of the resolutions to be put to the vote at the AGM and at any adjournment thereof. Accordingly, such resolutions at the AGM will be voted on by
way of a poll.
No. of Votes
For*
No. of Votes
Against*
NO. RESOLUTIONS RELATING TO:
To re-appoint Director: Mr Charoen Sirivadhanabhakdi
To re-appoint Director: Khunying Wanna Sirivadhanabhakdi
To re-appoint Director: Mr Wee Joo Yeow
To re-appoint Director: Mr Charles Mak Ming Ying
To re-appoint Director: Mr Philip Eng Heng Nee
To re-appoint Director: Mr Weerawong Chittmittrapap
ROUTINE BUSINESS
To receive and adopt the report of the Directors and audited financial statements for
the year ended 30 September 2014 and the auditors’ report thereon.
To approve a final tax-exempt (one-tier) dividend of 6.2 cents per share in respect of
the year ended 30 September 2014.
(a)
(b)
(c)
(d)
(e)
(f)
To approve Directors’ fees of up to S$2,000,000 payable by the Company for the year
ending 30 September 2015 (last year: up to S$1,453,000).
To re-appoint Ernst & Young LLP as the Company’s auditors for the ensuing year and
to authorise the Directors to fix their remuneration.
SPECIAL BUSINESS
To authorise Directors to issue shares and to make or grant convertible instruments.
To authorise Directors to grant awards and to allot and issue shares pursuant to the
FCL Restricted Share Plan and/or the FCL Performance Share Plan.
To approve the proposed renewal of the mandate for interested person transactions.
OTHER BUSINESS
To transact any other business which may properly be brought forward.
1.
2.
3.
4.
5.
6.
7.
8.
9.
*
If you wish to exercise all your votes “For” or “Against” the relevant resolution, please tick (ü) within the relevant box provided. Alternatively, if you wish
to exercise your votes both “For” and “Against” the relevant resolution, please indicate the number of Shares in the boxes provided.
Dated this ______ day of ____________________ 2015.
Total Number of
Shares held (Note 4)
Signature(s) of Member(s) or Common Seal
IMPORTANT: PLEASE READ NOTES OVERLEAF
fold and seal here
NOTES TO PROXY FORM:
1. A member of the Company entitled to attend the meeting and vote is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not
be a member of the Company. The instrument appointing a proxy or proxies must be deposited with the Company Secretary at the registered office not less
than 48 hours before the time appointed for holding the meeting.
2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as a
percentage of the whole) to be represented by each proxy.
3. Completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the meeting. Any appointment
of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves the right to refuse
to admit any person or persons appointed under this instrument of proxy, to the meeting.
4.
If the member has shares entered against his name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of Singapore), he
should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company, he should insert that
number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in the Register of Members of the
Company, he should insert the number of shares entered against his name in the Depository Register and registered in his name in the Register of Members.
If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument
appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly
authorised officer.
6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy
thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
7. The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the true intentions of the appointor are
not ascertainable from the instructions of the appointor specified on and/or attached to the Proxy Form. In addition, in the case of a member whose shares are
entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, is not shown to have shares entered against his
name in the Depository Register as at 48 hours before the time appointed for holding the meeting, as certified by The Central Depository (Pte) Limited to the
Company.
8. Agent Banks acting on the request of CPF investors who wish to attend the meeting as Observers are required to submit in writing, a list with details of the
investors’ name, NRIC/Passport numbers, addresses and numbers of shares held. The list, signed by an authorised signatory of the Agent Bank, should reach
the Company Secretary, at the registered office of the Company not later than 48 hours before the time appointed for holding the meeting.
Affix
Postage
Stamp
THE COMPANY SECRETARY
FRASERS CENTREPOINT LIMITED
#21-00 Alexandra Point
438 Alexandra Road
Singapore 119958
fold here
fold here
A NEW LEVEL OF
GROWTH
ANNUAL REPORT 2014
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FRASERS CENTRE PO INT LIMITE D
C o m p a n y R e g i s t r a t i o n N u m b e r : 1 9 6 3 0 0 4 4 0 G
438 Alexandra Road
#21-00 Alexandra Point
Singapore 119958
Phone: +65 6276 4882
+65 6276 6328
Fax:
fraserscen trepo int.com