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2016 Annual Report

Annual Report1 March 2017PFIReal Estate

Property
For

Industry

Limited

Annual

Report

31 December

2016

GLOBAL

MEETS

LOCAL

THE
G AT E WAY

CITY

Auckland City

I
t’s Auckland, so of course

there was a road involved.

Early on, there was nothing

particular to suggest that

Auckland would become

New Zealand’s largest city,

its industrial centre and

commercial capital. It had a

port, certainly, but so did a

hundred or more other places.

It was the capital, briefly, but

Wellington took that. Back then,

Dunedin— thanks to the Otago

gold rush— was the front-

runner:

New Zealand’s first real

city. However,

Governor Grey

wanted a road built. In

preparation for what became

the Waikato Wars, Grey shipped

in 12,000 Imperial troops to

build the Great South Road

from Auckland and to do the

fighting. Afterwards many of

those soldiers stayed on.

It’s in the nature of things for the

big to get bigger — accumulative

advantage they call it — and once

Auckland got to the front, it

stayed in front. Waves of other

migrants — from the UK, the

Pacific Islands and Asia — arrived

in New Zealand and chose to

settle in Auckland, boosting its

relentless natural growth. As a

result,

Auckland is now four

times as big as New Zealand’s


second largest city and growing

faster than everywhere.

Airbus predicts that within

20 years Auckland will be one of

the world’s aviation ‘megacities’,

joining 90 others handling more

than 10,000 long-haul

passengers a day: a significant

hub in the global economy, a

centre of urbanisation and wealth

creation. As CBRE Global Chief

Economist Richard Barkham

puts it...

“Nowhere is the spirit of the age

better embodied than in the

world’s gateway cities. They are

networked into the global

economy via their ports and

airports, and to their hinterlands

via road and rail networks. They

are large, important markets in

their own right.”

As you’d expe

ct, PFI is

focused on Auckland. Of

the 83 properties in PFI’s

portfolio,

70 are in the gateway

city, enabling our tenants to

play their parts in driving

New Zealand’s economy.

Nowhere is the spirit of

the age better embodied

than in the world’s

gateway cities.

01

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

GOING
GLOBAL

02

NO STOPPING

84 rent reviews and 32 lease

negotiations with new and

existing tenants

01

PROCEED WITH CARE

Playing the conditions and steadily

accumulating shareholder value

CONTENTS / SNAPSHOT

The economy is strong,

demand for industrial space

is robust and supply is

constrained. That’s good for

PFI as a landlord, because we

can maximise the return on

the portfolio, but it reduces

our scope as an investor

because there are few

properties available and

prices are at a premium.”

All of our tenants play a

key role in New Zealand

Inc. and in the Auckland

economy in particular.”

Read more

p.04

Read more

p.06

Read more

p.10

Read more

p.08

STORIES FROM THE

GATEWAY

How Auckland businesses are

seeing the benefits of being located

in a gateway city

04

60%

OF NEW ZEALAND'S IMPORTS COME

THROUGH AUCKLAND.

2

/

3

OF NEW ZEALAND'S TOP 200

COMPANIES ARE HEADQUARTERED

IN AUCKLAND.

$20B

INVESTMENT IN AUCKLAND'S

INFRASTRUCTURE.

47,000

RESIDENTS LIVING IN AUCKLAND'S

CITY CENTRE.

03

02

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

MEET THE PFI TEAM
PETER MASFEN

Chairman and Independent

Director

ANTHONY BEVERLEY

Independent Director

HUMPHRY ROLLESTON

Independent Director

SUSAN PETERSON

Independent Director

SIMON WOODHAMS

General Manager

CRAIG PEIRCE

CFO and Company Secretary

GREG REIDY

Managing Director

Profiles of our team members can be

found on our website at

pfi.co.nz/people

05

PEAK FLOWS

9.45% per annum average return

since PFI listed in 1994

It’s by having a focus and a

deep understanding of our

particular niche, industrial

property, that PFI has been

able to consistently deliver

strong, stable returns.”

Read more

p.14

JOHN WALLER OMNZ

PFI Board member John Waller

passed away in September 2016.

John joined the Board in 2013, as part

of the merger with Direct Property

Fund where he had served as an

independent director since 2010.

John made an outstanding contribution

to PFI and the Board,” said Chairman

Peter Masfen. “He represented Direct

Property Fund during the merger and

was an active member of the PFI Board,

Audit and Nominations committees.”

The PFI team extends their deepest sympathy

to John’s family.

03

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

PROCEED
WITH

CARE

04

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

8%

distributable

profit per share

is up

$4.5 M

distributable

profit is up

9%

Increase in the value

of our portfolio

I
nvesting is like test cricket,”

says PFI Chairman, Peter

Masfen. “In the long run,

winning often depends on one’s

ability to resist the dramatic.”

“No big hits,” says PFI General

Manager Simon Woodhams;

“just playing the conditions

and steadily accumulating

shareholder value.”

“The operating environment

is much as we described in the

Interim Report,” says Peter

Masfen. “The economy is

strong, demand for industrial

space is robust and supply is

constrained. That’s good for PFI

as a landlord, because we can

maximise the return on the

portfolio, but it reduces our

scope as an investor because

there are few properties

available and prices are at a

premium. In the Interim Report

I said that if the right

opportunity presented itself

we would consider it, and —

subsequent to year-end — the

opportunity arose to purchase

a property at 11 Turin Place,

East Tamaki.

“What you’ll see then, looking

at the numbers, is an uplift of

rental income of about 6%

01

Operating environment and key

achievements in 2016.

That’s taken

the total

portfolio value

over the billion

dollar mark.

over the past year. In part, that’s

the full-year benefit of last year’s

acquisitions and developments,

but it also reflects, as I say, good

portfolio management. And

you’ll see that this incremental

revenue effectively drops

straight to the bottom line.

Distributable profit is up by

more than $4.5 million and

distributable profit per share is

also up: by 8%, to 7.58 cents per

share. We are very pleased with

that result.

“You’ll note that the market

conditions have boosted the

value of the portfolio— nearly

a 9% increase— and that’s

taken the total portfolio value

over the billion dollar mark.

As a result, Net Tangible

Assets per share are up and

our Loan to Value ratio is

down. In our opinion, all that

is very satisfactory. Nothing

dramatic certainly, but

entirely consistent with our

purpose of delivering strong,

stable returns.”

For further detailed commentary

on our annual results please visit

pfi.co.nz/results

Auckland SH1

05

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

NO
STOPPING

All of our tenants play a

key role in New Zealand

Inc. and in the Auckland

economy in particular.

Go Logistics, Penrose

06

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

T
here are now 83

properties in the PFI

portfolio,” says Simon

Woodhams. “ In 2016, that meant

84 rent reviews and 32 lease

negotiations with new and

existing tenants. To continue

Peter’s cricketing metaphor,

they are the key to a good

result: protecting your wicket;

steady accumulation.

“Of course we get a buzz from an

acquisition, such as the recent

sale and lease-back agreement

with Thermakraft in Turin

Place, East Tamaki. Yet, I find

it also very satisfying when, for

example, a tenant like

Mainfreight renews their lease,

as they’ve just done at Neales

Road, or when, for example,

Fletcher Building expands

their relationship with us, as

they’ve done at Narek Place.

“We say we’re out the back

where the work gets done. These

businesses — all of our tenants

— play a key role in New Zealand

Inc. and in the Auckland

economy in particular. It’s

exciting to see them doing well.

I really enjoy seeing a company

like Boxcraft becoming a PFI

tenant: a smaller business that’s

prospering and moving up.

“Elsewhere in this report, there’s

mention of the Waterview

tunnel opening. It’s worth

highlighting that PFI has a

The Kaikoura earthquake on 14 November caused superficial damage to four of our Wellington

properties and no damage in Christchurch. Repairs and minor improvements have been implemented

at a cost below our insurance excesses and engineers will be assessing the buildings again once

aftershocks have ceased.

significant presence — around

20 tenants— in the Avondale

industrial precinct: Rosebank

Road and Patiki Road. The

benefits to those tenants

of the upgraded transport

links to the city and to the

airport are huge, so we’ll likely

see a lift in demand in that

area. It’s pleasing to see the

Government’s investments

in infrastructure coming

on stream.”

02

Managing the portfolio to achieve

our objectives.

83

properties

84

rent reviews

32

lease negotiations

To take a better look at our

properties visit

pfi.co.nz/properties

07

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

GOING
GLOBAL

Waterview Connection

08

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

T
he Waterview tunnel

will have the biggest

impact on travel around

and through Auckland since the

opening of the Harbour Bridge,

60 years ago. This is significant

because transport is

fundamental to the Auckland

economy: Auckland is

New Zealand’s gateway city.

It has New Zealand’s two largest

ports, Ports of Auckland and

Auckland Airport, and 60% of

New Zealand’s imports, and

70% of international visitors

transit Auckland. Auckland is

where global meets local.

Throughout history, people and

businesses have congregated at

these nodes in transport

networks. Like other global

gateways, Auckland is

New Zealand’s largest city and

its fastest growing. Almost half

of all immigrants choose to

settle in Auckland, accelerating

its natural growth and making it

New Zealand’s most diverse city:

25% of Aucklanders now

associate with an Asian

ethnicity. Two thirds of

New Zealand’s top 200

companies are headquartered

in Auckland, so that the city

has a large proportion of highly

skilled people with higher levels

of education and income. But

Auckland is also New Zealand’s

manufacturing centre:

manufacturing contributes as

much to Auckland’s GDP as

Professional, Scientific and

Technical Services. Transport

and Logistics are major

employers too, as is

Construction, especially

because of the major

investments — almost

$20 billion — currently under

way in the city’s infrastructure.

This agglomeration of economic

activity is the reason that of the

83 properties in the PFI

portfolio, 70 are in Auckland.

Our tenants are here because

everyone else is. They are part

of and contribute to the city’s

intensity — they make things,

move things, build things: for

the city, and for New Zealand —

and they look to us for industrial

premises that enable them to

operate at peak efficiency. PFI

is part of Auckland’s operating

system. We contribute to the

city’s kinetic energy.

Cities grow; times change.

Industry was once at the ‘front’

of our cities: near the water,

the docks, the ships. Today,

however, as the knowledge

economy expands, this has

become where people want to

live: Auckland’s city centre now

has 47,000 residents, up from

just 5,000 twenty years ago.

Industrial activity is being

pushed aside, increasing the

pressure on the ‘back’ of the city

and exacerbating the already

constrained availability of

industrial land.

Above all, then, Auckland is

changing because New Zealand

has changed. When PFI listed,

back in 1994, New Zealand was

in the process of dismantling

decades of barricades to

engagement with the rest of the

world, embracing globalisation

and freeing up the economy.

Auckland has been shaped

by this and has benefited

from it, the infrastructural

lag notwithstanding.

Globalisation and specialisation

go hand on hand. Auckland

is a complex, dynamic

ecosystem: the challenges

and opportunities are ever-

present but ever changing.

It’s by specialising— having a

focus and a deep understanding

of our particular niche,

industrial property — that PFI

has successfully responded

to change and been able

to deliver strong, stable

returns consistently.

03

PFI is part of Auckland’s

operating system.

60%

OF NEW ZEALAND'S IMPORTS

COME THROUGH AUCKLAND.

70%

OF INTERNATIONAL

VISITORS TRANSIT THROUGH

AUCKLAND AIRPORT.

25%

OF NEW ZEALANDER'S ASSOCIATE

WITH ASIAN ETHNICITY.

2

/

3

OF NEW ZEALAND'S TOP 200

COMPANIES ARE HEADQUARTERED

IN AUCKLAND.

$20B

INVESTMENT IN AUCKLAND'S

INFRASTRUCTURE.

47,000

RESIDENTS LIVING IN AUCKLAND'S

CITY CENTRE.

09

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

01
02

04

FEATURED PROPERTIES

PROPERTY RETENTION

NEW DEALS

10

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

03
05

CASE STUDIES

STORIES

FROM THE

G AT E WAY.

ACTIVITY IN THE PFI PORTFOLIO DURING 2016 ILLUSTRATES

THE AUCKLAND INDUSTRIAL ECONOMY IN ACTION...

11

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

04
How Auckland businesses are

seeing the benefits of being

located in a gateway city.

FIRTH READY-MIX

PLANT

9 NAREK PLACE, WIRI

Construction in New Zealand

is at its highest level by value

than ever before and current

levels of recorded activity are

expected to grow another

20% to a peak of $37 billion

towards the end of 2017.

As Auckland dominates the

national demand, Fletcher

Concrete and Infrastructure

(trading as Firth) has taken

a 10-year lease on a PFI site

at 9 Narek Place in Wiri and

is constructing a ready-mix

plant, expanding their

capacity to respond.

9% increase

in value of

building and

construction

since 2015

01

Take a look at some

of our case studies

pfi.co.nz/case-studies

12

GO LOGISTICS
102 MAYS ROAD, PENROSE

Go Logistics is a New Zealand-

owned company that designs,

implements and manages

complete logistics solutions

for importers and exporters

in New Zealand, Australia,

China, the United Kingdom

and beyond.

The Mays Road premises are

in the heart of the Penrose

industrial zone, close to current

and future transport links.

It’s an ideal location for Go

Logistics’ warehousing and

distribution activity.

Ideal location

for warehousing

and distribution

activity.

02

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

03
04

BOXCRAFT

80 HUGO JOHNSON DRIVE,

PENROSE

No matter what they make,

New Zealand manufacturers

and exporters need a box to put

it in. Boxcraft produces a variety

of innovative and purpose-

specific packaging solutions for

a wide range of consumer and

industrial markets.

New ownership has led to

growth and acquisitions and the

need for more space. Boxcraft

has taken over one of the

properties in the Sistema

portfolio PFI recently acquired.

MAINFREIGHT

36 NEALES ROAD,

EAST TAMAKI

Handy to the Southern

Motorway, the Neales Road

site is ideally located for

Mainfreight’s specialist DIY

logistics facility: a service for

Mainfreight customers.

Mainfreight leased the

property from PFI three years

ago, with a right of renewal

that they have now exercised.

the Neales Road site is ideally

located for Mainfreight’s

specialist DIY logistics facility

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

05
ASTRON PLASTICS

43 CRYERS ROAD,

EAST TAMAKI

The bigger the city, the more

waste to be recycled. Astron

has been at the forefront of

plastic recycling for over

30 years and continues to be

a market leader in converting

plastic scrap into recycled

plastic resin.

Astron has been based at the

Cryers Road site since 2002

and recently extended their

lease for another five-year term.

CASE STUDIES

Astron have

recently

extended

their lease for

another five

year term.

the Neales Road site is ideally

located for Mainfreight’s

specialist DIY logistics facility

New ownership

has led to

growth and

acquisitions

and the need for

more space.

15

PEAK
FLOWS

THINGS YOU

SHOULD KNOW

ABOUT THE

INDUSTRIAL

PROPERTY

SECTOR AND PFI...

ANZ Bank estimates the

New Zealand economy grew

around 3.5% over 2016 and they

suggest a similar pace of

annualised growth is on track

for at least the first half of 2017.

CBRE advises that an

increasing supply of industrial

property in Auckland is helping

absorb increased demand but

they are nevertheless predicting

vacancy rates continuing at

levels below historical norms

(five years to 2020: 1.8%; five

years to 2015: 2.8%).

At NZ$118 Average Prime

Warehouse Rent (sqm, p.a.),

Auckland ranks 35th on

Colliers’ survey of 145 cities.

At NZ$158, Sydney ranks 10th.

Hong Kong tops the rankings at

NZ$348, followed by London

Heathrow at NZ$327.

3.5%1.9%35th

010203

economic growthAuckland’s vacancy ratesAuckland global ranking

for industrial rent

16

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

1
Cash dividends plus change

in share price, assuming

dividends are reinvested.

Source: DataStream.

Strong demand for prime

industrial property has helped

us keep the portfolio effectively

fully leased. Incentives required

to retain and attract tenants

have reduced noticeably

during 2016.

WALT is back slightly from a

year ago, as we transition the

Sistema properties to new

tenants. The seven leases to new

tenants completed in 2016 were

for an average term of 6.7 years.

Independent valuations

increased the value of the

portfolio by 8.9% over the year.

0405

4.7999.6% $1,083.3M

06

occupancyyears Weighted Average

Lease Term (WALT)

valuation

Over the 22 years since PFI

listed in 1994, annual returns

to shareholders have averaged

9.45% per annum

1

; $1,000

invested in 1994 would now

be worth seven times that.

9.45%

07

p.a. annual return

since inception

05

Key Performance Indicators.

17

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

18
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

FINANCIAL

STATEMENTS

Property

For Industry

Limited

Group

Financial

Statements

31 December

2016

19
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2016

ALL VALUES IN $000’SNOTE20162015

OPERATING REVENUE

Rental and management fee income2.2 71,086 66,912

Interest income 22 15

Total operating revenue 71,108 66,927

OPERATING EXPENSES

Non-recoverable property costs2.3 (1,646) (2,183)

Interest expense and bank fees (17,839) (19,398)

Audit fees and other fees paid to auditors5.1 (141) (143)

Management fees5.8 (7,259) (7,608)

Directors’ fees (336) (280)

Other expenses (753) (754)

Total operating expenses (27,974) (30,366)

Total operating earnings 43,134 36,561

NON-OPERATING INCOME AND EXPENSES

Fair value gain on investment properties2.1 88,214 46,471

Gain on disposal of investment properties 302 479

Material damage insurance income– 17

Fair value gain / (loss) on derivative financial instruments 433 (3,952)

Total non-operating income and expenses 88,949 43,015

Profit before taxation 132,083 79,576

INCOME TAX (EXPENSE) / BENEFIT

Current taxation5.2 (8,535) (7,151)

Deferred taxation5.2 (136) 400

Total income tax expense (8,671) (6,751)

Profit and total comprehensive income after income tax

attributable to the shareholders of the Company4.1 123,412 72,825

Basic and diluted earnings per share (cents)4.2 27.42 17.25

The accompanying notes form part of these financial statements.

20
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2016

Cents

per Share

No. of

Shares

Ordinary

Shares

($000s)

Retained

Earnings

($000s)

Total

Equity

($000s)

Balance as at 1 January 2015– 411,502,391 434,986 129,984 564,970

Total comprehensive income–– – 72,825 72,825

Issue of shares

Rights issue– 34,361,996 47,925 – 47,925

Dividends and reinvestment

Q4 2014 final dividend – 12/3/2015 1.95 – – (8,025) (8,025)

Q1 2015 interim dividend – 27/5/2015 1.75 – – (7,201) (7,201)

Q1 2015 dividend reinvestment – 841,562 1,282 – 1,282

Q2 2015 interim dividend – 3/9/2015 1.75 – – (7,216) (7,216)

Q3 2015 interim dividend – 25/11/2015 1.80 – – (8,041) (8,041)

Q3 2015 dividend reinvestment – 986,511 1,495 – 1,495

Balance as at 31 December 2015– 447,692,460 485,688 172,326 658,014

Total comprehensive income–– – 123,412 123,412

Dividends and reinvestment

Q4 2015 final dividend – 9/3/2016 2.00 – – (8,954) (8,954)

Q4 2015 dividend reinvestment – 1,471,253 2,309 – 2,309

Q1 2016 interim dividend – 23/5/2016 1.75 – – (7,860) (7,860)

Q1 2016 dividend reinvestment – 1,230,441 2,002 – 2,002

Q2 2016 interim dividend – 1/9/2016 1.75 – – (7,882) (7,882)

Q2 2016 dividend reinvestment – 963,921 1,583 – 1,583

Q3 2016 interim dividend – 23/11/2016 1.80 – – (8,124) (8,124)

Q3 2016 dividend reinvestment – 1,100,517 1,638 – 1,638

Balance as at 31 December 2016– 452,458,592 493,220 262,918 756,138

The accompanying notes form part of these financial statements.

21
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2016

ALL VALUES IN $000’SNOTE20162015

CURRENT ASSETS

Cash at bank– 542

Accounts receivable, prepayments and other assets5.3 9,029 10,934

Total current assets 9,029 11,476

NON-CURRENT ASSETS

Investment properties2.1 1,083,300 986,565

Derivative financial instruments3.2 384 117

Goodwill5.5 29,086 29,086

Total non-current assets 1,112,770 1,015,768

Total assets 1,121,799 1,027,244

CURRENT LIABILITIES

Bank overdraft 113 –

Derivative financial instruments3.2 242 299

Accounts payable, accruals and other liabilities5.4 8,669 14,740

Taxation payable 2,579 2,164

Total current liabilities 11,603 17,203

NON-CURRENT LIABILITIES

Borrowings3.1 332,924 330,920

Derivative financial instruments3.2 10,108 10,217

Deferred tax liabilities5.2 11,026 10,890

Total non-current liabilities 354,058 352,027

Total liabilities 365,661 369,230

Net assets4.3 756,138 658,014

EQUITY

Share capital 493,220 485,688

Retained earnings 262,918 172,326

Total equity 756,138 658,014

These group financial statements are signed on behalf of Property for Industry Limited and were authorised for issue on 13 February 2017.


Peter Masfen Anthony Beverley

Chairman Chairman, Audit and Risk Committee

The accompanying notes form part of these financial statements.

22
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2016

ALL VALUES IN $000’SNOTE20162015

CASH FLOWS FROM OPERATING ACTIVITIES

Property income received 71,194 67,278

Material damage insurance income – 17

Net GST received / (paid) 350 (313)

Interest received 22 15

Interest and other finance costs paid (18,105) (20,040)

Payments to suppliers (12,542) (8,646)

Income tax paid (8,120) (6,819)

Net cash flows from operating activities 32,799 31,492

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of investment properties2.1 9,927 200

Acquisition of investment properties – (46,989)

Expenditure on investment properties (19,903) (23,042)

Capitalisation of interest on development properties (190) (135)

Net cash flows from investing activities (10,166) (69,966)

CASH FLOWS FROM FINANCING ACTIVITIES

Net proceeds of borrowings 2,000 18,200

Issue of new shares – 47,925

Dividends paid to shareholders (25,288) (27,705)

Net cash flows from financing activities (23,288) 38,420

Net decrease in cash and cash equivalents (655) (54)

Cash and cash equivalents at beginning of year 542 596

Cash and cash equivalents at end of year (113) 542

Cash and cash equivalents at end of year comprises:

ALL VALUES IN $000'S20162015

Cash at bank– 542

Bank overdraft (113)–

Cash and cash equivalents at end of year (113) 542

The accompanying notes form part of these financial statements.

23
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

RECONCILIATION OF PROFIT AFTER INCOME TAX

TO NET CASH FLOWS FROM OPERATING ACTIVITIES

FOR THE YEAR ENDED 31 DECEMBER 2016

ALL VALUES IN $000’S 20162015

Profit for the year after income tax 123,412 72,825

Non cash items:

Fair value gain on investment properties (88,214) (46,471)

Gain on disposal of investment properties (302) (479)

Fair value (gain) / loss on derivative financial instruments (433) 3,952

Deferred taxation 136 (400)

Movements in working capital items:

Accounts receivable, prepayments and other assets 287 (623)

Accounts payable, accruals and other liabilities (2,502) 2,356

Taxation payable 415 332

Net cash flow from operating activities 32,799 31,492

The accompanying notes form part of these financial statements.

24
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

1. GENERAL INFORMATION25

1.1. Reporting entity25

1.2. Basis of preparation25

1.3. Group companies25

1.4. Basis of consolidation25

1.5. New standards, amendments and interpretations25

1.6. Critical judgements, estimates and assumptions26

1.7. Accounting policies26

1.8. Significant events and transactions26

2. PROPERTY27

2.1. Investment properties27

2.2. Rental and management fee income37

2.3. Non-recoverable property costs37

3. FUNDING38

3.1. Borrowings38

3.2. Derivative financial instruments39

4. INVESTOR RETURNS AND INVESTMENT METRICS40

4.1. Relationship of total comprehensive income to dividends paid40

4.2. Earnings per share41

4.3. Net tangible assets per share41

5. OTHER41

5.1. Audit fees and other fees paid to auditors41

5.2. Taxation42

5.3. Accounts receivable, prepayments and other assets44

5.4. Accounts payable, accruals and other liabilities44

5.5. Goodwill44

5.6. Financial instruments45

5.7. Financial risk management45

5.8. Related party transactions47

5.9. Operating segments47

5.10. Capital commitments47

5.11. Subsequent events47

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

25

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

1. GENERAL INFORMATION

IN THIS SECTION

This section sets out the basis upon which the Group’s Financial Statements are prepared. Specific accounting policies are described in the note to

which they relate.

1.1. Reporting entity

These financial statements are for Property for Industry Limited (the Company) and its subsidiary P.F.I. Property No. 1 Limited (PFI No. 1) (together,

the Group). The Company is a limited liability company incorporated in New Zealand and is registered under the New Zealand Companies Act 1993.

The Company is a FMC reporting entity under Part 7 of the Financial Markets Conduct Act 2013 and these audited consolidated financial statements

have been prepared in accordance with the requirements of the NZX Main Board Listing Rules. The Company is registered on the New Zealand Stock

Exchange (NZSX: PFI).

The Group’s principal activity is property investment and management in New Zealand.

1.2. Basis of preparation

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP), the Financial

Reporting Act 2013 and the Financial Markets Conduct Act 2013. They comply with New Zealand Equivalents to International Financial Reporting

Standards (NZ IFRS) and other applicable Financial Reporting Standards as appropriate to profit oriented entities. The financial statements also

comply with International Financial Reporting Standards (IFRS).

The financial statements have been prepared on the historical cost basis except where otherwise identified. All financial information is presented

in New Zealand dollars and has been rounded to the nearest thousand.

1.3. Group companies

As at 31 December 2016 and 31 December 2015, PFI No. 1 is the only controlled entity and is wholly owned.

1.4. Basis of consolidation

The consolidated financial statements comprise the Company and the entity it controls. All intercompany transactions are eliminated on consolidation.

1.5. New standards, amendments and interpretations

New standards, amendments and interpretations have been published that are not yet effective and have not been early adopted by the Group.

Those which may be relevant to the Group are explained below:

• NZ IFRS 9 ‘Financial Instruments’. This standard will eventually replace NZ IAS 39 Financial Instruments - Recognition and Measurement. It is

required to be adopted by the Group in the financial statements for the year ending 31 December 2018, the Group has not yet assessed the impact

of this standard.

• NZ IFRS 15 ‘Revenue from Contracts with Customers’. This standard addresses the recognition of revenue from contracts with customers.

It specifies the revenue recognition criteria governing the transfer of promised goods or services to customers in an amount that reflects the

consideration to which the entity expects to be entitled in exchange for those goods or services. It is required to be adopted by the Group in the

financial statements for the year ending 31 December 2018, the Group has not yet assessed the impact of this standard.

• NZ IFRS 16 ‘Leases’. This standard will replace the current guidance in NZ IAS 17. Under NZ IFRS 16, a contract is, or contains, a lease if the

contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Under NZ IAS 17, a lessee

was required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet). NZ IFRS 16 now

requires a lessee to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. Included

is an optional exemption for certain short-term leases and leases of low-value assets; however, this exemption can only be applied by lessees.

For lessors, the accounting for leases under NZ IFRS 16 is almost the same. However, as the guidance on the definition of a lease has been

updated (as well as the guidance on the combination and separation of contracts), lessors will also be affected by the new standard.

The standard is effective for accounting periods beginning on or after 1 January 2019. Early adoption is permitted but only in conjunction with

NZ IFRS 15, ‘Revenue from Contracts with Customers. The Group intends to adopt NZ IFRS 16 on its effective date and has yet to assess its

full impact.

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

26

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

1. GENERAL INFORMATION (CONTINUED)

1.6. Critical judgements, estimates and assumptions

In applying the Group’s accounting policies, the Board and Management continually evaluates judgements, estimates and assumptions that may have

an impact on the Group. The significant judgements, estimates and assumptions made in the preparation of these financial statements are as follows:

2.1. Investment properties Page 27

3.2. Derivative financial instruments Page 39

5.2. Taxation Page 42

5.5. Goodwill Page 44

1.7. Accounting policies

No changes to accounting policies have been made during the year and policies have been consistently applied to all years presented.

Significant accounting policies have been included throughout the notes to the financial statements.

Other relevant policies are provided as follows:

Share capital

All shares on issue are fully paid, carry equal voting rights, share equally in dividends and any surplus on wind up and have no par value. All shares

are recognised at the fair value of the consideration received by the Company. Incremental costs directly attributable to the issue of new shares are

shown in equity as a deduction from the proceeds.

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values. The Board and Management have overall

responsibility for overseeing all significant fair value measurements and transfers between levels of the fair value hierarchy. The Group’s policy

is to recognise transfers into and out of fair value levels as of the date of transfer or change in circumstances that caused the transfer.

The carrying values of all balance sheet financial assets and liabilities approximate their estimated fair values.

The Board and Management review significant unobservable inputs and valuation adjustments. If third party information is used to measure fair

values, then the Board and Management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet

the requirements of NZ IFRS, including the level of the fair value hierarchy in which such valuations should be classified.

Goods and services tax

These financial statements have been prepared on a goods and services tax (GST) exclusive basis except for the accounts receivable balance,

accounts payable balance and other items where GST incurred is not recoverable. These balances are stated inclusive of GST.

1.8. Significant events and transactions

The financial position and performance of the Group was affected by the following events and transactions that occurred during the reporting period:

Investment property disposal

In December 2016 the Group entered into an unconditional contract to dispose of a non-core property at 27 Zelanian Drive, East Tamaki for a net sales

price of $8.3 million.

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

27

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

2. PROPERTY

IN THIS SECTION

This section shows the real estate assets used to generate the Group’s trading performance which are considered to be the most relevant to the

operations of the Group.

2.1. Investment properties

ALL VALUES IN $000’S20162015

Opening balance 986,565 876,005

Capital movements:

Additions– 48,203

Disposals (7,993) (8,973)

Capital expenditure 17,058 23,025

Capitalised interest

a

190 135

Movement in lease incentives, fees and fixed rental income (734) 1,699

8,521 64,089

Unrealised fair value gain 88,214 46,471

As at 31 December 1,083,300 986,565

a The effective interest rate applied to capitalised interest was 5.17% (2015: 5.88%).

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

28

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

2. PROPERTY (CONTINUED)

2.1. Investment properties (continued)

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm) Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

Avondale:

15 Copsey Place Canterbury 100%100%6.2%7.1% 732 719 6,878 CBRE 10,100 (15) 1,735 11,820

15 Jomac Place Southern Spars 100%100%6.6%7.3% 1,568 1,524 9,378 CBRE 21,000 22 2,578 23,600

61-69 Patiki Road Bidvest 100%100%7.4%8.0% 1,120 1,119 9,705 Savills 14,000 45 1,155 15,200

320 Rosebank Road Doyle Sails 100%100%6.3%7.4% 679 679 6,625 JLL 9,150 241 1,309 10,700

686 Rosebank Road New Zealand Comfort 97%97%6.8%7.0% 2,276 2,261 21,563 Savills 32,200 (48) 1,248 33,400

99%99%6.7%7.3% 6,375 6,302 54,149 86,450 245 8,025 94,720

East Tamaki:

17 Allens Road TSB Living 100%100%6.5%7.6% 1,000 1,000 9,926 Colliers 13,100 50 2,150 15,300

43 Cryers Road Astron Plastics 100%100%6.2%7.8% 703 703 6,068 Savills 9,000 2 2,248 11,250

6-8 Greenmount Drive Bridon 100%100%7.5%7.7% 644 591 6,590 CBRE 7,700 6 894 8,600

92-98 Harris Road GrainCorp 100%100%8.3%8.5% 1,265 1,222 10,687 Colliers 14,300 43 907 15,250

36 Neales Road Mainfreight 100%100%6.4%7.3% 1,160 1,082 12,546 JLL 14,800 45 3,155 18,000

1 Ron Driver Place Stewart Scott Cabinetry 100%100%5.3%5.9% 403 394 4,032 Colliers 6,700 (19) 869 7,550

78 Springs Road Fisher & Paykel Appliances 100%100%7.1%7.5% 5,580 5,418 41,387 JLL 72,000 722 5,778 78,500

10c Stonedon Drive Chemical Freight Services 100%100%7.1%7.4% 824 824 8,711 Colliers 11,100 16 534 11,650

12 Zelanian Drive Central Joinery 100%100%5.7%6.1% 564 559 6,098 CBRE 9,160 18 672 9,850

23 Zelanian Drive Exclusive Tyre Distributors 100%100%5.9%6.8% 385 380 3,811 Savills 5,550 (3) 953 6,500

27 Zelanian Drive n/a n/a100%n/a6.4%n/a 492 n/an/a 7,675 (7,675)––

100%100%6.9%7.4% 12,528 12,665 109,856 171,085 (6,795) 18,160 182,450

Manukau:

212 Cavendish Drive

a

Mainfreight 100%100%6.7%7.5% 1,288 1,284 18,596 Colliers 17,100 400 1,600 19,100

232 Cavendish Drive

a

Pacific Asset Leasing 100%100%6.8%7.4% 1,354 1,345 16,832 JLL 18,250 33 1,517 19,800

47 Dalgety Drive Peter Hay Kitchens 100%100%7.5%8.0% 979 979 8,860 Savills 12,250 248 552 13,050

59 Dalgety Drive Goodman Fielder 100%100%7.8%7.7% 1,300 1,256 8,649 Savills 16,350 (88) 438 16,700

1 Mayo Road Transdiesel 100%100%6.5%6.9% 515 498 6,361 Savills 7,200 3 747 7,950

9 Nesdale Avenue Brambles 100%100%6.2%6.7% 610 607 14,182 JLL 9,050 45 705 9,800

9 Narek Place

a

Z Energy 100%100%5.3%5.1% 518 377 5,663 Savills 6,500 1,667 1,683 9,850

100%100%6.8%7.3% 6,564 6,346 79,143 86,700 2,308 7,242 96,250

a Excludes development land shown separately below.

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

29

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm) Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

Avondale:

15 Copsey Place Canterbury 100%100%6.2%7.1% 732 719 6,878 CBRE 10,100 (15) 1,735 11,820

15 Jomac Place Southern Spars 100%100%6.6%7.3% 1,568 1,524 9,378 CBRE 21,000 22 2,578 23,600

61-69 Patiki Road Bidvest 100%100%7.4%8.0% 1,120 1,119 9,705 Savills 14,000 45 1,155 15,200

320 Rosebank Road Doyle Sails 100%100%6.3%7.4% 679 679 6,625 JLL 9,150 241 1,309 10,700

686 Rosebank Road New Zealand Comfort 97%97%6.8%7.0% 2,276 2,261 21,563 Savills 32,200 (48) 1,248 33,400

99%99%6.7%7.3% 6,375 6,302 54,149 86,450 245 8,025 94,720

East Tamaki:

17 Allens Road TSB Living 100%100%6.5%7.6% 1,000 1,000 9,926 Colliers 13,100 50 2,150 15,300

43 Cryers Road Astron Plastics 100%100%6.2%7.8% 703 703 6,068 Savills 9,000 2 2,248 11,250

6-8 Greenmount Drive Bridon 100%100%7.5%7.7% 644 591 6,590 CBRE 7,700 6 894 8,600

92-98 Harris Road GrainCorp 100%100%8.3%8.5% 1,265 1,222 10,687 Colliers 14,300 43 907 15,250

36 Neales Road Mainfreight 100%100%6.4%7.3% 1,160 1,082 12,546 JLL 14,800 45 3,155 18,000

1 Ron Driver Place Stewart Scott Cabinetry 100%100%5.3%5.9% 403 394 4,032 Colliers 6,700 (19) 869 7,550

78 Springs Road Fisher & Paykel Appliances 100%100%7.1%7.5% 5,580 5,418 41,387 JLL 72,000 722 5,778 78,500

10c Stonedon Drive Chemical Freight Services 100%100%7.1%7.4% 824 824 8,711 Colliers 11,100 16 534 11,650

12 Zelanian Drive Central Joinery 100%100%5.7%6.1% 564 559 6,098 CBRE 9,160 18 672 9,850

23 Zelanian Drive Exclusive Tyre Distributors 100%100%5.9%6.8% 385 380 3,811 Savills 5,550 (3) 953 6,500

27 Zelanian Drive n/a n/a100%n/a6.4%n/a 492 n/an/a 7,675 (7,675)––

100%100%6.9%7.4% 12,528 12,665 109,856 171,085 (6,795) 18,160 182,450

Manukau:

212 Cavendish Drive

a

Mainfreight 100%100%6.7%7.5% 1,288 1,284 18,596 Colliers 17,100 400 1,600 19,100

232 Cavendish Drive

a

Pacific Asset Leasing 100%100%6.8%7.4% 1,354 1,345 16,832 JLL 18,250 33 1,517 19,800

47 Dalgety Drive Peter Hay Kitchens 100%100%7.5%8.0% 979 979 8,860 Savills 12,250 248 552 13,050

59 Dalgety Drive Goodman Fielder 100%100%7.8%7.7% 1,300 1,256 8,649 Savills 16,350 (88) 438 16,700

1 Mayo Road Transdiesel 100%100%6.5%6.9% 515 498 6,361 Savills 7,200 3 747 7,950

9 Nesdale Avenue Brambles 100%100%6.2%6.7% 610 607 14,182 JLL 9,050 45 705 9,800

9 Narek Place

a

Z Energy 100%100%5.3%5.1% 518 377 5,663 Savills 6,500 1,667 1,683 9,850

100%100%6.8%7.3% 6,564 6,346 79,143 86,700 2,308 7,242 96,250

a Excludes development land shown separately below.

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

30

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

2. PROPERTY (CONTINUED)

2.1. Investment properties (continued)

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm)Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

Mt Wellington:

30-32 Bowden Road Fletcher Building Products 100%100%6.8%7.0% 1,457 1,444 17,047 CBRE 20,700 (105) 795 21,390

50 Carbine Road Atlas Copco 100%100%5.2%5.8% 190 190 2,592 Colliers 3,280 25 375 3,680

54 Carbine Road & 6a Donnor Place EBOS 100%91%6.6%6.9% 1,710 1,548 16,872 Colliers 22,400 (169) 3,569 25,800

76 Carbine Road Atlas Gentech 100%100%5.9%6.5% 433 422 5,080 Colliers 6,450 100 850 7,400

7 Carmont Place CMI 100%100%5.8%6.3% 581 577 5,336 Colliers 9,200 85 815 10,100

6 Donnor Place Wickliffe 100%100%5.2%9.2% 780 1,328 14,555 Colliers 14,500 90 410 15,000

4-6 Mt Richmond Drive Brambles 100%100%5.8%6.4% 805 805 7,946 JLL 12,600 57 1,343 14,000

509 Mt Wellington Highway Fletcher Building Products 100%95%6.2%6.3% 979 873 8,745 Savills 13,760 160 1,830 15,750

511 Mt Wellington Highway Bremca Industries 100%100%6.0%6.2% 443 408 3,247 Colliers 6,600 (45) 845 7,400

515 Mt Wellington Highway Stryker 100%100%5.2%6.0% 259 253 1,708 Colliers 4,250 19 731 5,000

523 Mt Wellington Highway BGH Group 100%100%5.7%6.0% 220 219 1,677 Savills 3,620 22 208 3,850

1 Niall Burgess Road R L Button & Co 100%100%5.5%6.1% 218 216 1,742 CBRE 3,550 (14) 424 3,960

2-6 Niall Burgess Road McAlpine Hussmann 100%100%7.4%8.1% 914 864 6,874 CBRE 10,720 (10) 1,690 12,400

3-5 Niall Burgess Road Electrolux 100%100%6.0%6.6% 1,038 1,031 9,373 CBRE 15,675 (30) 1,630 17,275

7-9 Niall Burgess Road DHL Supply Chain 100%100%7.2%7.5% 2,069 2,052 23,565 Colliers 27,300 (158) 1,758 28,900

10 Niall Burgess Road Outside Broadcasting 100%100%6.4%6.5% 258 258 1,725 CBRE 3,940 (2) 112 4,050

2 Pacific Rise Hewlett-Packard 100%100%10.6%10.1% 916 890 2,757 CBRE 8,825 (3) (147) 8,675

5 Vestey Drive PPG Industries 100%100%5.7%5.9% 220 220 1,269 Savills 3,700 (7) 157 3,850

7 Vestey Drive True North 100%100%5.8%6.8% 481 481 4,598 Colliers 7,100 27 1,223 8,350

9 Vestey Drive Multispares 100%100%5.3%5.7% 193 193 1,600 Savills 3,400 (15) 265 3,650

11 Vestey Drive ASB Bank 100%100%8.1%7.8% 537 537 3,625 Savills 6,850 5 (205) 6,650

15a Vestey Drive PMP Maxum 100%100%6.8%7.4% 544 534 3,261 JLL 7,200 (51) 851 8,000

36 Vestey Drive Exlair 100%100%5.9%6.1% 150 142 1,120 Colliers 2,330 8 212 2,550

100%99%6.5%7.1% 15,395 15,485 146,314 217,950 (11) 19,741 237,680

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

31

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm)Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

Mt Wellington:

30-32 Bowden Road Fletcher Building Products 100%100%6.8%7.0% 1,457 1,444 17,047 CBRE 20,700 (105) 795 21,390

50 Carbine Road Atlas Copco 100%100%5.2%5.8% 190 190 2,592 Colliers 3,280 25 375 3,680

54 Carbine Road & 6a Donnor Place EBOS 100%91%6.6%6.9% 1,710 1,548 16,872 Colliers 22,400 (169) 3,569 25,800

76 Carbine Road Atlas Gentech 100%100%5.9%6.5% 433 422 5,080 Colliers 6,450 100 850 7,400

7 Carmont Place CMI 100%100%5.8%6.3% 581 577 5,336 Colliers 9,200 85 815 10,100

6 Donnor Place Wickliffe 100%100%5.2%9.2% 780 1,328 14,555 Colliers 14,500 90 410 15,000

4-6 Mt Richmond Drive Brambles 100%100%5.8%6.4% 805 805 7,946 JLL 12,600 57 1,343 14,000

509 Mt Wellington Highway Fletcher Building Products 100%95%6.2%6.3% 979 873 8,745 Savills 13,760 160 1,830 15,750

511 Mt Wellington Highway Bremca Industries 100%100%6.0%6.2% 443 408 3,247 Colliers 6,600 (45) 845 7,400

515 Mt Wellington Highway Stryker 100%100%5.2%6.0% 259 253 1,708 Colliers 4,250 19 731 5,000

523 Mt Wellington Highway BGH Group 100%100%5.7%6.0% 220 219 1,677 Savills 3,620 22 208 3,850

1 Niall Burgess Road R L Button & Co 100%100%5.5%6.1% 218 216 1,742 CBRE 3,550 (14) 424 3,960

2-6 Niall Burgess Road McAlpine Hussmann 100%100%7.4%8.1% 914 864 6,874 CBRE 10,720 (10) 1,690 12,400

3-5 Niall Burgess Road Electrolux 100%100%6.0%6.6% 1,038 1,031 9,373 CBRE 15,675 (30) 1,630 17,275

7-9 Niall Burgess Road DHL Supply Chain 100%100%7.2%7.5% 2,069 2,052 23,565 Colliers 27,300 (158) 1,758 28,900

10 Niall Burgess Road Outside Broadcasting 100%100%6.4%6.5% 258 258 1,725 CBRE 3,940 (2) 112 4,050

2 Pacific Rise Hewlett-Packard 100%100%10.6%10.1% 916 890 2,757 CBRE 8,825 (3) (147) 8,675

5 Vestey Drive PPG Industries 100%100%5.7%5.9% 220 220 1,269 Savills 3,700 (7) 157 3,850

7 Vestey Drive True North 100%100%5.8%6.8% 481 481 4,598 Colliers 7,100 27 1,223 8,350

9 Vestey Drive Multispares 100%100%5.3%5.7% 193 193 1,600 Savills 3,400 (15) 265 3,650

11 Vestey Drive ASB Bank 100%100%8.1%7.8% 537 537 3,625 Savills 6,850 5 (205) 6,650

15a Vestey Drive PMP Maxum 100%100%6.8%7.4% 544 534 3,261 JLL 7,200 (51) 851 8,000

36 Vestey Drive Exlair 100%100%5.9%6.1% 150 142 1,120 Colliers 2,330 8 212 2,550

100%99%6.5%7.1% 15,395 15,485 146,314 217,950 (11) 19,741 237,680

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

32

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm)Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

North Shore:

2-4 Argus Place Pharmapac 100%100%5.2%6.9% 409 433 3,560 Colliers 6,300 (52) 1,552 7,800

47 Arrenway Drive Device Technologies 100%100%5.9%6.8% 220 220 1,245 CBRE 3,250 5 470 3,725

51 Arrenway Drive Pacific Hygiene 100%100%5.1%5.9% 368 366 2,680 Colliers 6,200 (4) 1,004 7,200

229 Dairy Flat Highway Massey University 100%100%7.3%7.7% 1,794 1,774 6,719 JLL 22,900 (197) 1,997 24,700

15 Omega Street Wesfarmers 100%100%6.5%6.8% 551 551 3,498 Colliers 8,100 32 368 8,500

322 Rosedale Road Imake 100%100%6.5%7.0% 990 942 7,940 Savills 13,450 312 1,438 15,200

41 William Pickering Drive Innopak Global 100%100%5.7%6.6% 411 377 3,025 JLL 5,750 109 1,341 7,200

100%100%6.4%7.1% 4,743 4,663 28,667 65,950 205 8,170 74,325

Penrose:

4 Autumn Place Sistema Plastics 100%100%6.4%7.2% 148 148 1,364 JLL 2,050 (36) 286 2,300

6 Autumn Place Sistema Plastics 100%100%6.3%7.2% 166 166 1,645 JLL 2,300 (24) 374 2,650

10 Autumn Place Sistema Plastics 100%100%6.8%7.4% 613 613 7,042 JLL 8,300 (147) 847 9,000

122 Captain Springs Road New Zealand Crane Group 100%100%6.1%6.9% 496 496 7,431 Savills 7,220 (11) 891 8,100

8 Hugo Johnston Drive Argyle Schoolwear 100%100%6.3%6.9% 651 646 4,359 JLL 9,300 (55) 1,155 10,400

12 Hugo Johnston Drive W H Worrall 100%100%6.1%7.6% 329 329 2,639 JLL 4,350 284 766 5,400

16 Hugo Johnston Drive Modempak 100%100%6.6%7.3% 362 352 2,619 Colliers 4,850 (16) 616 5,450

65 Hugo Johnston Drive Sistema Plastics 100%100%7.4%7.8% 896 896 6,975 JLL 11,500 (222) 822 12,100

80 Hugo Johnston Drive Boxkraft 100%100%6.3%8.0% 457 456 3,872 JLL 5,675 (48) 1,673 7,300

102 Mays Road Go Logistics 100%100%6.3%7.4% 500 425 7,588 JLL 5,750 822 1,428 8,000

304 Neilson Street Fletcher Building Products 100%100%6.6%8.4% 703 743 13,438 Colliers 8,850 783 1,067 10,700

312 Neilson Street Transport Trailer Services 100%100%5.6%6.5% 308 299 3,862 CBRE 4,570 35 885 5,490

314 Neilson Street Wakefield Metals 100%100%6.0%6.4% 524 524 5,773 CBRE 8,220 3 517 8,740

12 Southpark Place Storepro Solutions 100%100%5.9%7.4% 490 447 5,477 CBRE 6,070 155 2,125 8,350

100%100%6.4%7.3% 6,643 6,540 74,084 89,005 1,523 13,452 103,980

Other Auckland:

58 Richard Pearse Drive, Mangere EBOS 100%100%6.5%6.6% 1,180 981 10,549 JLL 14,800 (77) 3,527 18,250

Carlaw Park Gateway Building, Parnell Quest 100%100%7.2%7.6% 2,523 2,564 2,369 JLL 33,800 118 1,082 35,000

Carlaw Park Office Complex, Parnell Jacobs 100%100%7.1%7.2% 4,367 4,357 11,149 JLL 60,800 59 941 61,800

170 Swanson Road, Swanson Transportation Auckland 100%100%5.8%6.3% 994 994 37,601 CBRE 15,800 49 1,261 17,110

100%100%6.9%7.1% 9,064 8,896 61,668 125,200 149 6,811 132,160

2. PROPERTY (CONTINUED)

2.1. Investment properties (continued)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

33

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm)Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

North Shore:

2-4 Argus Place Pharmapac 100%100%5.2%6.9% 409 433 3,560 Colliers 6,300 (52) 1,552 7,800

47 Arrenway Drive Device Technologies 100%100%5.9%6.8% 220 220 1,245 CBRE 3,250 5 470 3,725

51 Arrenway Drive Pacific Hygiene 100%100%5.1%5.9% 368 366 2,680 Colliers 6,200 (4) 1,004 7,200

229 Dairy Flat Highway Massey University 100%100%7.3%7.7% 1,794 1,774 6,719 JLL 22,900 (197) 1,997 24,700

15 Omega Street Wesfarmers 100%100%6.5%6.8% 551 551 3,498 Colliers 8,100 32 368 8,500

322 Rosedale Road Imake 100%100%6.5%7.0% 990 942 7,940 Savills 13,450 312 1,438 15,200

41 William Pickering Drive Innopak Global 100%100%5.7%6.6% 411 377 3,025 JLL 5,750 109 1,341 7,200

100%100%6.4%7.1% 4,743 4,663 28,667 65,950 205 8,170 74,325

Penrose:

4 Autumn Place Sistema Plastics 100%100%6.4%7.2% 148 148 1,364 JLL 2,050 (36) 286 2,300

6 Autumn Place Sistema Plastics 100%100%6.3%7.2% 166 166 1,645 JLL 2,300 (24) 374 2,650

10 Autumn Place Sistema Plastics 100%100%6.8%7.4% 613 613 7,042 JLL 8,300 (147) 847 9,000

122 Captain Springs Road New Zealand Crane Group 100%100%6.1%6.9% 496 496 7,431 Savills 7,220 (11) 891 8,100

8 Hugo Johnston Drive Argyle Schoolwear 100%100%6.3%6.9% 651 646 4,359 JLL 9,300 (55) 1,155 10,400

12 Hugo Johnston Drive W H Worrall 100%100%6.1%7.6% 329 329 2,639 JLL 4,350 284 766 5,400

16 Hugo Johnston Drive Modempak 100%100%6.6%7.3% 362 352 2,619 Colliers 4,850 (16) 616 5,450

65 Hugo Johnston Drive Sistema Plastics 100%100%7.4%7.8% 896 896 6,975 JLL 11,500 (222) 822 12,100

80 Hugo Johnston Drive Boxkraft 100%100%6.3%8.0% 457 456 3,872 JLL 5,675 (48) 1,673 7,300

102 Mays Road Go Logistics 100%100%6.3%7.4% 500 425 7,588 JLL 5,750 822 1,428 8,000

304 Neilson Street Fletcher Building Products 100%100%6.6%8.4% 703 743 13,438 Colliers 8,850 783 1,067 10,700

312 Neilson Street Transport Trailer Services 100%100%5.6%6.5% 308 299 3,862 CBRE 4,570 35 885 5,490

314 Neilson Street Wakefield Metals 100%100%6.0%6.4% 524 524 5,773 CBRE 8,220 3 517 8,740

12 Southpark Place Storepro Solutions 100%100%5.9%7.4% 490 447 5,477 CBRE 6,070 155 2,125 8,350

100%100%6.4%7.3% 6,643 6,540 74,084 89,005 1,523 13,452 103,980

Other Auckland:

58 Richard Pearse Drive, Mangere EBOS 100%100%6.5%6.6% 1,180 981 10,549 JLL 14,800 (77) 3,527 18,250

Carlaw Park Gateway Building, Parnell Quest 100%100%7.2%7.6% 2,523 2,564 2,369 JLL 33,800 118 1,082 35,000

Carlaw Park Office Complex, Parnell Jacobs 100%100%7.1%7.2% 4,367 4,357 11,149 JLL 60,800 59 941 61,800

170 Swanson Road, Swanson Transportation Auckland 100%100%5.8%6.3% 994 994 37,601 CBRE 15,800 49 1,261 17,110

100%100%6.9%7.1% 9,064 8,896 61,668 125,200 149 6,811 132,160

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

34

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm)Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

North Island (outside Auckland):

124 Hewletts Road, Mt Maunganui RMD Bulk Storage 100%100%6.8%6.7% 2,730 2,716 29,270 JLL 27,240 11,723 5,137 44,100

124a Hewletts Road, Mt Maunganui Fonterra 100%100%7.4%7.7% 973 965 10,497 JLL 12,500 (48) 748 13,200

124b Hewletts Road, Mt Maunganui Ballance Agri-Nutrients 100%100%6.1%6.5% 857 853 8,867 JLL 13,100 – 1,000 14,100

3 Hocking Street, Mt Maunganui Trayco Manufacturing 100%100%7.2%7.1% 120 117 1,211 JLL 1,650 – 25 1,675

558 Te Rapa Road, Hamilton DEC Manufacturing 100%100%7.0%7.1% 461 453 4,606 Colliers 6,350 – 250 6,600

Shed 22, 23 Cable Street, Wellington Lion Liquor Property Division 100%100%6.9%6.9% 792 792 2,816 Colliers 11,450 9 41 11,500

143 Hutt Park Road, Wellington EBOS 100%100%7.1%7.2% 1,169 1,169 9,437 CBRE 16,240 82 28 16,350

8 McCormack Place, Wellington Information Management Group 100%100%9.1%8.9% 848 841 6,405 Colliers 9,450 (7) (133) 9,310

50 Parkside Road, Wellington

a

Waste Management 100%100%9.5%9.9% 335 335 7,104 Colliers 3,375 2 153 3,530

48 Seaview Road, Wellington

a

Goughs Gough & Hamer 100%100%9.2%9.4% 564 555 8,996 JLL 5,900 (15) 215 6,100

100%100%7.0%8.2% 8,849 8,796 89,209 107,255 11,746 7,464 126,465

Christchurch:

8a & 8b Canada Crescent Polarcold Stores 100%100%7.7%7.6% 1,129 1,119 9,500 JLL 14,750 – – 14,750

44 Mandeville Street Fletcher Building Products 77%100%7.0%8.6% 915 1,183 11,332 JLL 13,700 380 (980) 13,100

127 Waterloo Road DHL Supply Chain 100%100%7.7%7.6% 297 293 3,519 Colliers 3,870 371 (371) 3,870

90%100%7.4%8.0% 2,341 2,595 24,351 32,320 751 (1,351) 31,720

Investment properties subtotal100%100%6.7%7.3% 72,502 72,288 667,441 981,915 10,121 87,714 1,079,750

Development land:

212 Cavendish Drive, Manukau Colliers 1,400 – 500 1,900

232 Cavendish Drive, Manukau JLL 600 – – 600

9 Narek Place, Manukau Savills 1,600 (1,600) – –

50 Parkside Road, Wellington Colliers 550 – – 550

48 Seaview Road, Wellington JLL 500 – – 500

Development land - subtotal 4,650 (1,600) 500 3,550

Investment properties - total 986,565 8,521 88,214 1,083,300

a

Excludes development land shown separately.

2. PROPERTY (CONTINUED)

2.1. Investment properties (continued)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

35

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

ALL VALUES IN $000’S UNLESS NOTEDKey tenantOccupancy (%)Yield on valuation (%)Contract rent

Lettable area

(sqm)Valuer

Carrying

value

Capital

movements

Fair value

adjustment

Carrying

value

2016201620152016201520162015201620162015201620162016

North Island (outside Auckland):

124 Hewletts Road, Mt Maunganui RMD Bulk Storage 100%100%6.8%6.7% 2,730 2,716 29,270 JLL 27,240 11,723 5,137 44,100

124a Hewletts Road, Mt Maunganui Fonterra 100%100%7.4%7.7% 973 965 10,497 JLL 12,500 (48) 748 13,200

124b Hewletts Road, Mt Maunganui Ballance Agri-Nutrients 100%100%6.1%6.5% 857 853 8,867 JLL 13,100 – 1,000 14,100

3 Hocking Street, Mt Maunganui Trayco Manufacturing 100%100%7.2%7.1% 120 117 1,211 JLL 1,650 – 25 1,675

558 Te Rapa Road, Hamilton DEC Manufacturing 100%100%7.0%7.1% 461 453 4,606 Colliers 6,350 – 250 6,600

Shed 22, 23 Cable Street, Wellington Lion Liquor Property Division 100%100%6.9%6.9% 792 792 2,816 Colliers 11,450 9 41 11,500

143 Hutt Park Road, Wellington EBOS 100%100%7.1%7.2% 1,169 1,169 9,437 CBRE 16,240 82 28 16,350

8 McCormack Place, Wellington Information Management Group 100%100%9.1%8.9% 848 841 6,405 Colliers 9,450 (7) (133) 9,310

50 Parkside Road, Wellington

a

Waste Management 100%100%9.5%9.9% 335 335 7,104 Colliers 3,375 2 153 3,530

48 Seaview Road, Wellington

a

Goughs Gough & Hamer 100%100%9.2%9.4% 564 555 8,996 JLL 5,900 (15) 215 6,100

100%100%7.0%8.2% 8,849 8,796 89,209 107,255 11,746 7,464 126,465

Christchurch:

8a & 8b Canada Crescent Polarcold Stores 100%100%7.7%7.6% 1,129 1,119 9,500 JLL 14,750 – – 14,750

44 Mandeville Street Fletcher Building Products 77%100%7.0%8.6% 915 1,183 11,332 JLL 13,700 380 (980) 13,100

127 Waterloo Road DHL Supply Chain 100%100%7.7%7.6% 297 293 3,519 Colliers 3,870 371 (371) 3,870

90%100%7.4%8.0% 2,341 2,595 24,351 32,320 751 (1,351) 31,720

Investment properties subtotal100%100%6.7%7.3% 72,502 72,288 667,441 981,915 10,121 87,714 1,079,750

Development land:

212 Cavendish Drive, Manukau Colliers 1,400 – 500 1,900

232 Cavendish Drive, Manukau JLL 600 – – 600

9 Narek Place, Manukau Savills 1,600 (1,600) – –

50 Parkside Road, Wellington Colliers 550 – – 550

48 Seaview Road, Wellington JLL 500 – – 500

Development land - subtotal 4,650 (1,600) 500 3,550

Investment properties - total 986,565 8,521 88,214 1,083,300

a

Excludes development land shown separately.

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

36

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

2. PROPERTY (CONTINUED)

2.1. Investment properties (continued)

Recognition and Measurement

Investment properties are held to earn rental income and for long term capital appreciation. After initial recognition at cost including directly

attributable acquisition costs, investment properties are measured at fair value, on the basis of valuations made by independent valuers on at least

an annual basis. Gains or losses arising from changes in the fair values of investment properties are included in the Consolidated Statement of

Comprehensive Income in the year in which they arise.

Subsequent expenditure is charged to the asset’s carrying amount only when it is probable that future economic benefits associated with the item

will flow to the Group and the cost of the item can be measured reliably.

The fair value of investment property reflects the Directors’ assessment of the highest and best use of each property and amongst other things,

rental income from current leases and assumptions about rental income from future leases in light of the current market conditions. The fair value

also reflects the cash outflows that could be expected in respect of the property.

No depreciation or amortisation is provided for on investment properties. However, for tax purposes, depreciation is claimed on building fit-out and

a deferred tax liability is recognised where the building component of the registered valuation exceeds the tax book value of the building. The

deferred tax liability is capped at the amount of depreciation that has been claimed on each building.

Investment properties under construction are carried at cost until it is possible to reliably determine their fair value, from which point they are

carried at fair value less costs to complete.

Gains or losses on the disposal of investment properties are recognised in the Consolidated Statement of Comprehensive Income in the period in

which the risks and rewards of the investment property have been fully transferred to the purchaser.

Borrowing costs are capitalised if they are directly attributable to the acquisition or construction of a qualifying property. Capitalisation of

borrowing costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred.

Capitalisation of borrowing costs will continue until the asset is substantially ready for its intended use. The rate at which borrowing costs are

capitalised is determined by reference to the weighted average borrowing costs of the Group and the average level of borrowings by the Group.

Key estimates and assumptions: Investment properties

The fair value of investment properties are determined from valuations prepared by independent valuers using Level 3 valuation techniques.

All investment properties were valued as at 31 December 2016 and 2015 by CB Richard Ellis (CBRE), Colliers International (Colliers), Jones Lang

LaSalle (JLL) or Savills. CBRE, Colliers, JLL and Savills are independent valuers and members of the New Zealand Institute of Valuers.

As part of the valuation process, the Manager, PFIM Limited (PFIM), verifies all major inputs to the independent valuation reports, assesses

movements in individual property values and holds discussions with the independent valuer.

The fair value was determined using Level 3 valuation techniques via a combination of the following approaches:

• Direct Capitalisation: The subject property rental is divided by a market derived capitalisation rate to assess the market value of the asset.

Further adjustments are then made to the market value to reflect under or over renting, additional revenue and required capital expenditure.

• Discounted Cash Flow: Discounted cash flow projections for the subject property are based on estimates of future cash flows, supported by the

terms of any existing lease and by external evidence such as market rents for similar properties in the same location and condition, and using

discount rates that reflect current market assessments of the uncertainty in the amount and timing of the cash flows.

Significant inputs used together with the impact on fair value of a change in inputs:

RANGE OF SIGNIFICANT

UNOBSERVABLE INPUTS MEASUREMENT SENSITIVITY

20162015Increase in inputDecrease in input

Market capitalisation rate (%)

1

5.13 - 8.75 5.75 - 8.75 Decrease Increase

Market rental ($ per sqm)

2

28 - 368 28 - 368 Increase Decrease

Discount rate (%)

3

6.75 - 10.00 7.37 - 10.00 Decrease Increase

Rental growth rate (%)

4

1.61 - 2.80 1.95 - 2.78 Increase Decrease

Terminal capitalisation rate (%)

5

5.25 - 9.00 6.00 - 9.00 Decrease Increase

1. The capitalisation rate applied to the market rental to asses a property's value, determined through analysis of similar transactions taking into account location, weighted average

lease term, customer covenant, size and quality of the property.

2. The valuers assessment of the net market income which a property is expected to achieve under a new arm's length leasing transaction. Includes both leased and vacant areas.

3. The rate applied to future cash flows reflecting transactional evidence from similar properties.

4. The rate applied to the market rental over the future cash flow projection.

5. The rate used to assess the terminal value of the property.

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

37

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

2. PROPERTY (CONTINUED)

2.1. Investment properties (continued)

Generally, a change in the assumption made for the adopted market capitalisation rate is accompanied by a directionally similar change in the

adopted terminal capitalisation rate. The adopted market capitalisation rate forms part of the direct capitalisation approach and the adopted terminal

capitalisation rate forms part of the discounted cash flow approach. Both valuation methodologies are considered when determining an investment

property’s fair value.

When calculating the direct capitalisation approach, the market rental has a strong interrelationship with the adopted market capitalisation rate given

the methodology involves assessing the total market rental income receivable from the property and capitalising this in perpetuity to derive a capital

value. In theory, an increase in the market rent and an increase in the adopted market capitalisation rate could potentially offset the impact to the fair

value. The same can be said for a decrease in the market rent and a decrease in the adopted market capitalisation rate. A directionally opposite

change in the market rent and the adopted market capitalisation rate could potentially magnify the impact to the fair value.

When assessing a discounted cash flow, the adopted discount rate and adopted terminal capitalisation rate have a strong interrelationship in deriving

a fair value given the discount rate will determine the rate at which the terminal value is discounted to the present value. In theory, an increase in the

adopted discount rate and a decrease in the adopted terminal capitalisation rate could potentially offset the impact to the fair value. The same can be

said for a decrease in the discount rate and an increase in the adopted terminal capitalisation rate. A directionally similar change in the adopted

discount rate and the adopted terminal capitalisation rate could potentially magnify the impact to the fair value.

2.2. Rental and management fee income

ALL VALUES IN $000'S20162015

Gross rental receipts 70,817 67,144

Fixed rental income adjustments 102 (309)

Capitalised lease incentive adjustments (196) (277)

Management fee income 363 354

Total rental and management fee income 71,086 66,912

Recognition and Measurement

Rental income from investment properties is recognised in the Consolidated Statement of Comprehensive Income on a straight line basis over the

term of the lease. Lease incentives are capitalised to investment properties in the Statement of Financial Position and amortised on a straight line

basis in the Consolidated Statement of Comprehensive Income over the length of the lease to which they relate, as a reduction to rental income.

Management fee income is recognised in the Consolidated Statement of Comprehensive Income in the period in which the services are rendered.

Future minimum rentals receivable under non-cancellable operating leases are as follows:

ALL VALUES IN $000'S20162015

Within one year 69,017 70,162

After one year but not more than five years 193,373 194,260

More than five years 86,557 111,302

Total 348,947 375,724

2.3. Non-recoverable property costs

Other non-recoverable costs represents property maintenance and operating expenses not recoverable from tenants, property valuation fees and

property leasing costs.

ALL VALUES IN $000'S20162015

Service charge expenses (7,762) (7,374)

Service charge income recovered from tenants 7,762 7,374

Bad and doubtful debts recovery / (expense) 175 (258)

Other non-recoverable property costs (1,821) (1,925)

Total non-recoverable property costs (1,646) (2,183)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

38

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

3. FUNDING

IN THIS SECTION

This section outlines how the Group manages its capital structure, financing costs and exposure to interest rate risk.

3.1. Borrowings

(i) Net borrowings

ALL VALUES IN $000'S20162015

Facility drawn down - non-current 333,700 331,700

Prepaid loan fees (776) (780)

Net borrowings 332,924 330,920

Recognition and Measurement

All borrowings are initially measured at fair value, plus directly attributable transaction costs, and subsequently measured at amortised cost using

the effective interest rate method. Under this method, directly attributable fees, costs, discounts and premiums are capitalised and spread over the

expected life of the facility. All other interest costs and bank fees are expensed in the period they are incurred.

(ii) Facility

On 3 February 2016, the Group entered into revised facilities (A and B) with a banking syndicate comprising ANZ Bank New Zealand Limited (ANZ),

Bank of New Zealand (BNZ), Commonwealth Bank of Australia (CBA) and Westpac New Zealand Limited (Westpac) for $375,000,000.

Facility A for $187,500,000 and Facility B for $187,500,000 are provided by ANZ, BNZ, CBA and Westpac. Facility A is a revolving facility of a long

term nature and expires 4 May 2020. Facility B is a revolving facility of a long term nature and expires 4 May 2021.

ALL VALUES IN $000'S20162015

ANZ 101,625 101,625

BNZ 91,125 91,125

CBA 91,125 91,125

Westpac 91,125 91,125

Total facilities available 375,000 375,000

Facility drawn down - non-current 333,700 331,700

Undrawn facility available 41,300 43,300

Total facilities available 375,000 375,000

Weighted average term to maturity (years) 3.84 3.84

After taking into account the impact of current interest rate swaps, the blended interest rate as at 31 December 2016 for the drawn down borrowings

was 5.24% (31 December 2015: 5.71%).

(iii) Security

The facility is secured by way of a security trust deed and registered mortgage security which is required to be provided over Group properties with

current valuations of at least $750,000,000. In addition to this, the facility agreement contains a negative pledge. The Company and PFI No. 1 are

guarantors to the facility. As at 31 December 2016, investment properties totalling $1,059,575,000 (31 December 2015: $968,115,000) were

mortgaged as security for the Group’s borrowings.

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

39

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

3.2. Derivative financial instruments

(i) Fair values

ALL VALUES IN $000'S20162015

Non-current assets 384 117

Current liabilities (242) (299)

Non-current liabilities (10,108) (10,217)

Total (9,966) (10,399)

(ii) Notional values, maturities and interest rates

20162015

Notional value of interest rate swaps - start dates commenced ($000'S) 243,000 253,000

Notional value of interest rate swaps - forward starting ($000'S) 70,000 55,000

Total ($000'S) 313,000 308,000

Average period to expiry - start dates commenced (years) 3.00 3.57

Average period to expiry - forward starting (years from commencement) 2.86 2.91

Average (years) 2.97 3.45

Average interest rate

1

- start dates commenced (%)4.53%4.66%

Average interest rate

1

- forward starting (% during effective period)3.54%3.92%

Average (%)4.31%4.52%

1 Excluding margin and fees.

Recognition and Measurement

The Group is exposed to changes in interest rates and uses derivative financial instruments, principally interest rate swaps, to mitigate this risk.

The Group does not apply hedge accounting. Derivative financial instruments are entered into to economically hedge the risk exposure.

Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are

subsequently re-measured to fair value at each reporting date. Transaction costs are expensed on initial recognition and recognised in the

Consolidated Statement of Comprehensive Income. The fair value of derivative financial instruments is based on valuations prepared by independent

treasury advisers and is the estimated amount that the Group would receive or pay to terminate the derivative contract at reporting date, taking into

account current interest rates and creditworthiness of the derivative contract counterparties.

Key estimates and assumptions: Derivatives

The fair value of derivative financial instruments are determined from valuations prepared by independent treasury advisers using Level 2 valuation

techniques (2015: Level 2). These are based on the present value of estimated future cash flows accounting for the terms and maturity of each

contract and the current market interest rates at reporting date. Fair values also reflect the current creditworthiness of the derivative counterparty.

These values are verified against valuations prepared by the respective counterparties. The valuations were based on market rates at 31 December

2016 of between 2.00% (31 December 2015: 2.75%) for the 90 day BKBM and 3.49% (31 December 2015: 3.75%) for the 10 year swap rate. There

were no changes to these valuation techniques during the period.

3. FUNDING (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

40

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

4. INVESTOR RETURNS AND INVESTMENT METRICS

IN THIS SECTION

This section shows the relationship between the Group's accounting profit and dividends paid. It also summarises the earnings per share

and net tangible assets per share which are common investment metrics.

4.1. Relationship of total comprehensive income to dividends paid

The Group’s dividend policy is to distribute between 95% to 100% of its annual distributable profit, subject to the approval of the Board of Directors.

This can be increased to above 100% should management performance fees be earned in any given period.

Distributable profit is a non-GAAP measure determined as total comprehensive income for the period (as determined in accordance with NZ IFRS

for the period) adjusted for fair value gains or losses on investment properties, material damage insurance income, gains or losses on disposal of

investment properties (net of tax on depreciation claw-back), fair value gains or losses on derivative financial instruments, deferred tax, additional

revenue booked as a result of fixed rental review accounting entries and other one off items.

In the prior year, the definition of distributable profit included an additional adjustment for management performance fees net of tax. Applying the

previous definition the pay-out ratio for the year ended 31 December 2016 is 93% (2015: 100%). The table below shows the current policy calculation.

ALL VALUES IN $000'S UNLESS NOTED20162015

Total comprehensive income for the year attributable to the shareholders of the Company 123,412 72,825

Adjusted for:

Fair value gains on investment properties (88,214) (46,471)

Material damage insurance income– (17)

Gain on disposal of investment properties (302) (479)

Tax on depreciation claw-back on disposals of investment properties 132 –

Fair value (gain)/loss on derivative financial instruments (433) 3,952

Deferred taxation 136 (400)

Movement in fixed rent reviews (607) 200

Other

1

(12) (12)

Distributable profit 34,112 29,598

Weighted average number of ordinary shares (shares) 450,078,636 422,274,716

Distributable profit per share (cents) 7.58 7.01

Dividends paid relating to the year reported

2

33,141 31,412

Pay-out ratio (%)97%106%

1 Other comprises the current tax impact of an adjustment to one of the Company’s derivative financial instruments.

2 Includes dividends paid for the first three quarters of 2016 totalling $23,866,000 as per the Consolidated Statement of Changes in Equity, plus the fourth quarter dividend for 2016

due to be paid on 8 March 2017 of $9,275,000

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

41

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

4.2. Earnings per share

20162015

Total comprehensive income for the year attributable to the shareholders of the Company ($000) 123,412 72,825

Weighted average number of ordinary shares (shares) 450,078,636 422,274,716

Basic and diluted earnings per share (cents) 27.42 17.25

4.3. Net tangible assets per share

20162015

Net assets ($000) 756,138 658,014

Less: Goodwill ($000) (note 5.5) (29,086) (29,086)

Net tangible assets ($000) 727,052 628,928

Closing shares on issue (shares) 452,458,592 447,692,460

Net tangible assets per share (cents) 161 140

5. OTHER

IN THIS SECTION

This section includes additional information that is considered less significant in understanding of the financial performance and position

of the Group, but must be disclosed to comply with New Zealand Equivalents to International Financial Reporting Standards.

5.1. Audit fees and other fees paid to auditors

ALL VALUES IN $000'S20162015

Audit of annual financial statements (97) (94)

Review of interim financial statements (28) (28)

Review of management fee calculation (4) (4)

Audit of share registry (3) (3)

Benchmarking of director remuneration (9)–

Review of risk management framework– (14)

Total audit fees and other fees paid to auditors (141) (143)

4. INVESTOR RETURNS AND INVESTMENT METRICS (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

42

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

5.2. Taxation

(i) Reconciliation of accounting profit before income tax to income tax (expense) / benefit

ALL VALUES IN $000'S20162015

Profit before income tax 132,083 79,576

Prima facie income tax calculated at 28% (36,983) (22,281)

Adjusted for:

Non-tax deductible revenue and expenses (14) (6)

Fair value gain on investment properties 24,700 13,012

Gain on disposal of investment properties 85 134

Depreciation 2,505 2,520

Disposal of depreciable assets (122) 57

Deductible capital expenditure 910 591

Lease incentives, fees and fixed rental income (51) (95)

Derivative financial instruments 133 (1,095)

Impairment allowance 298 (73)

Current tax prior period adjustment 4 85

Current taxation expense (8,535) (7,151)

Depreciation 244 (863)

Lease incentives, fees and fixed rental income 51 95

Derivative financial instruments (133) 1,095

Impairment allowance (298) 73

Deferred taxation benefit (136) 400

Total taxation reported in Consolidated Statement of Comprehensive Income (8,671) (6,751)

(ii) Deferred tax

20142015201520162016

ALL VALUES IN $000'SAs at

Recognised

in profitAs at

Recognised

in profit As at

Deferred tax assets

Derivative financial instruments (1,847) (1,095) (2,942) 133 (2,809)

Impairment allowance (289) (73) (362) 298 (64)

Gross deferred tax assets (2,136) (1,168) (3,304) 431 (2,873)

Deferred tax liabilities

Investment properties 13,426 768 14,194 (295) 13,899

Gross deferred tax liabilities 13,426 768 14,194 (295) 13,899

Net deferred tax liability 11,290 (400) 10,890 136 11,026

5. OTHER (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

43

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

(iii) Imputation credit account

The amounts below represent the balance of the imputation credit account as at the end of the reporting period, adjusted for imputation credits that

will arise from the payment of taxation payable represented in the Consolidated Statement of Financial Position.

ALL VALUES IN $000'S20162015

Opening balance 1,507 1,214

Taxation paid / payable 8,435 7,082

Imputation credits attached to dividends paid (7,685) (6,789)

Closing balance available to shareholders for use in subsequent periods 2,257 1,507

Recognition and Measurement

The Company and Group are a listed Portfolio Investment Entity (PIE) for the purposes of the Income Tax Act 2007. Tax is accounted for on a

consolidated Group basis and the Group is required to pay tax to the Inland Revenue as required by the Income Tax Act 2007. Income tax expense

comprises current and deferred tax and is recognised in the Consolidated Statement of Comprehensive Income for the year.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date,

and any adjustment to tax payable in respect of previous years. Deferred tax is provided for temporary differences between the carrying amounts

of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is recognised on all temporary differences, including:

• The tax liability arising from accumulated depreciation claimed on investment properties, where applicable;

• The tax asset arising from the allowance for impairment;

• The tax liability arising from certain prepayments and other assets; and

• The tax asset / liability arising from the unrealised gains / losses on the revaluation of interest rate swaps.

Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have

been enacted or substantively enacted by the reporting date. Deferred tax is not recognised for:

• Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither

accounting nor taxable profit or loss;

• Temporary differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable

future; and

• Taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income

taxes levied by the same tax authority on the same taxable entity, or on different entities, but they intend to settle current tax assets and liabilities on

a net basis.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary differences can

be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax

benefit will be realised.

Additional income tax arising from distribution of dividends is recognised at the same time as the liability to pay the dividend is recognised.

Key estimates and assumptions: Deferred tax

Deferred tax is provided on the accumulated depreciation claimed on the building component of investment properties. Investment properties are

valued each year by independent valuers (as outlined in note 2.1). These values include an allocation of the valuation between the land and building

components. The calculation of deferred tax on depreciation recovered places reliance on the land and building split provided by the valuers.

5. OTHER (CONTINUED)

5.2. Taxation (continued)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

44

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

5.3. Accounts receivable, prepayments and other assets

ALL VALUES IN $000'S20162015

Accounts receivable 1,082 1,605

Property sale proceeds to be settled 7,628 9,658

Provision for doubtful debts– (462)

Prepayments and other assets 319 133

Total accounts receivable, prepayments and other assets 9,029 10,934

Recognition and Measurement

Accounts receivable are recognised at fair value and subsequently measured at amortised cost using the effective interest rate method. Receivables

are assessed on an ongoing basis for impairment. A provision for doubtful debts is established where there is evidence that the Group will not be able

to collect all amounts due according to the original terms of the receivable. Those which are anticipated to be uncollectable are written off.

5.4. Accounts payable, accruals and other liabilities

ALL VALUES IN $000'S20162015

Accounts payable 715 2,218

Accrued interest expense and bank fees 2,417 2,687

Accruals and other liabilities in respect of investment properties 2,335 5,904

Other accounts payable, accruals and other liabilities 3,202 3,931

Total accounts payable, accruals and other liabilities 8,669 14,740

Recognition and Measurement

Expenses are recognised on an accruals basis and, if not paid at the end of the reporting period, are reflected as a payable in the Consolidated

Statement of Financial Position.

5.5. Goodwill

ALL VALUES IN $000'S20162015

Goodwill 29,086 29,086

Recognition and Measurement

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the fair value of the identifiable

net assets acquired.

Goodwill is measured at cost less accumulated impairment losses. It is tested annually for impairment or more frequently if events or changes in

circumstances indicate potential impairment. An impairment loss is recognised if the carrying amount exceeds the estimated recoverable amount.

Impairment losses are recognised in the Consolidated Statement of Comprehensive Income.

Goodwill is allocated to the Group’s cash generating units (CGU) identified according to the lowest level at which the goodwill is monitored.

To assess whether goodwill is impaired, the carrying amount of the CGU is compared to the recoverable amount, determined based on the greater

of its value in use and its fair value less costs of disposal.

Key estimates and assumptions: Goodwill

All goodwill relates to the Property for Industry Limited CGU.

The fair value of goodwill is determined using Level 3 valuation techniques (2015: Level 3). Fair value less costs of disposal is measured by calculating

the fair value of the Property for Industry Limited CGU using a 1 day volume-weighted average share price at the reporting date, applying a control

premium and deducting costs of disposal.

As at 31 December 2016 the estimated fair value less costs of disposal of the Property for Industry Limited CGU exceeded the carrying value

(2015: nil impairment).

5. OTHER (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

45

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

5.6. Financial instruments

The following financial assets and liabilities, that potentially subject the Group to financial risk, have been recognised in the financial statements:

ALL VALUES IN $000'S20162015

Financial Assets

Loans and receivables:

Cash at bank– 542

Accounts receivable and other assets8,71010,801

Total - Loans and receivables8,71011,343

Fair value through profit or loss - held for trading:

Derivative financial instruments 384 117

Total - Fair value through profit or loss 384 117

Total Financial Assets9,09411,460

Financial Liabilities

Liabilities at amortised cost:

Bank overdraft 113 –

Accounts payable, accruals and other liabilities 8,669 14,740

Borrowings 332,924 330,920

Total - Liabilities at amortised cost 341,706 345,660

Fair value through profit or loss - held for trading:

Derivative financial instruments 10,350 10,516

Total - Fair value through profit or loss 10,350 10,516

Total Financial Liabilities 352,056 356,176

5.7. Financial risk management

The Group’s activities expose it to a variety of financial risks: interest rate risk, credit risk, and liquidity risk. The Group’s overall risk management

strategy focuses on minimising the potential negative economic impact of unpredictable events on the Group’s financial well being.

(a) Interest rate risk

The Group’s exposure to the risk of changes in interest rates relates primarily to the Group's borrowings with a floating interest rate. The Group

has an interest rate hedging policy which has been reviewed by an external firm with expertise in this area. The policy calls for a band of the Group’s

borrowings to be at fixed interest rates, with a greater proportion of the near term to be fixed and a lesser percentage of the far dated to be fixed.

The Group uses derivative financial instruments, principally interest rate swaps, to exchange its floating short term interest rate exposure for fixed

long term interest rate exposure in accordance with its policy bands. As the Group holds derivative financial instruments, there is a risk that their fair

value will fluctuate because of underlying changes in market interest rates. This is accepted as a by-product of the Group’s interest rate hedging

policy. The fair value of derivative financial instruments is disclosed in the Consolidated Statement of Financial Position (refer note 3.2).

The following sensitivity analysis shows the effect on profit before tax and equity if interest rates at balance date had been 50 basis points (0.50%)

higher or lower with all other variables held constant.

20162015

ALL VALUES IN $000'S

Gain/(loss)

on increase

of 0.50%

Gain/(loss)

on decrease

of 0.50%

Gain/(loss)

on increase

of 0.50%

Gain/(loss)

on decrease

of 0.50%

Impact on profit before tax 2,030 (2,030) 1,873 (1,873)

Impact on equity 1,462 (1,462) 1,349 (1,349)

5. OTHER (CONTINUED)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

46

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

(b) Credit risk

Credit risk represents the risk that the counterparty to a financial instrument will fail to discharge its obligations and the Group will suffer financial

loss as a result. Financial instruments which potentially subject the Group to credit risk consist of cash and cash equivalents, accounts receivable

and other assets, and interest rate swap agreements.

With respect to the credit risk arising from cash and cash equivalents, there is limited credit risk as cash is deposited with ANZ Bank New Zealand

Limited, a registered bank in New Zealand with a credit rating of AA– (Standard & Poor's).

With respect to the credit risk arising from accounts receivable, the Group only enters into lease arrangements over its investment properties with

parties whom the Group assesses to be creditworthy. It is the Group’s policy to subject all potential tenants to credit verification procedures and

monitor accounts receivable balances. Credit risk does not arise on property sale proceeds to be settled as title will not transfer until settlement.

With respect to the credit risk arising from interest rate swap agreements, there is limited credit risk as all counterparties are registered banks in

New Zealand. The credit ratings of these banks are all AA– (Standard & Poor's).

The carrying amount of financial assets as per note 5.6 approximates the Groups maximum exposure to credit risk . For certain receivables the Group

holds bank guarantees, parent company guarantees or personal guarantees.

(c) Liquidity risk

Liquidity risk is the risk that the Group will have difficulty realising assets and raising sufficient funds to satisfy commitments associated with

financial liabilities.

The Group manages its liquidity risk by ensuring that it has committed funding facilities at a minimum of 105% of the projected peak debt level over

the next twelve months (excluding business acquisitions).

The maturities of the Group’s borrowings based on the remaining period is 3.8 years (2015: 3.8 years), with all borrowings due later than one year

(2015: later than one year). Further details of the Group’s borrowings, including the maturities of the Group’s borrowings, are disclosed in note 3.1

to the financial statements.

The table below analyses the Group financial liabilities (principal and interest) by the relevant contracted maturity groupings based on the remaining

period as at 31 December 2016 and 31 December 2015.

Carrying amount Contractual cash flows

ALL VALUES IN $000'S 0 - 1 year 1 - 2 years 2 - 5 years > 5 years Total

Financial liabilities

Bank overdraft 113 113 ––– 113

Accounts payable, accruals and other

liabilities 8,669 8,669 ––– 8,669

Derivative financial instruments

1

9,966 5,232 3,671 2,865 (289) 11,479

Borrowings 332,924 11,460 11,460 354,276 – 377,196

Total as at 31 December 2016 351,672 25,474 15,131 357,141 (289) 397,457

Accounts payable, accruals and other

liabilities 14,740 14,740 ––– 14,740

Derivative financial instruments

1

10,399 4,560 3,526 4,227 (345) 11,968

Borrowings 330,920 14,374 14,374 357,497 – 386,245

Total as at 31 December 2015 356,059 33,674 17,900 361,724 (345) 412,953

1 The carrying amount of derivative financial instruments shown is the net position of both derivative financial instrument assets and derivative financial instrument liabilities.

(d) Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern whilst maximising the return to

shareholders through maintaining an optimal balance of debt and equity. In order to maintain or adjust the capital structure, the Group may adjust

the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

The Group's capital structure includes borrowings and shareholders equity. The Group monitors capital on the basis of the loan to value ratio and

borrowing covenant compliance. The loan to value ratio is calculated as borrowings divided by investment properties. The Group’s strategy is to

maintain a loan to value ratio of no more than 40%. The covenants on all borrowings require a loan to value ratio of no more than 50%.

The Group operates a Dividend Reinvestment Scheme (DRS) which allows eligible shareholders to reinvest dividends in shares. The board, at its sole

discretion, may suspend the DRS at any time and/or apply a discount to which shares are issued under the DRS.

5. OTHER (CONTINUED)

5.7. Financial risk management (continued)

NOTES TO THE FINANCIAL STATEMENTS
(

CONTINUED

)

FOR THE YEAR ENDED 31 DECEMBER 2016

47

PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

5. OTHER (CONTINUED)

5.8. Related party transactions

(i) Management fees

The Manager, PFIM Limited (PFIM) is entitled to be paid base management and performance fees for the provision of management and administrative

services, pursuant to a management and administrative services contract. During the year, Gregory Reidy was a Director of both PFIM and the

Company. During the year, the Group incurred management fees of $7,259,000 (2015: $7,608,000) comprising:

(a) Base management fees

The base management fee payable monthly and is calculated as one twelfth of:

• 0.725% of total tangible assets under management up to $425 million;

• 0.450% of total tangible assets under management above $425 million and below $775 million; and

• 0.350% of total tangible assets under management above $775 million.

During the year, the Group incurred base management fees totalling $5,482,000 (2015: $5,194,000) from PFIM, for the provision of management

and administrative services. As at 31 December 2016 $458,000 (2015: $446,000) was owing and included in accounts payable, accruals and

other liabilities.

(b) Performance fees

The performance fee is calculated and payable on a quarterly basis. The performance fee is calculated as 10% of the change in shareholder returns

above 10% per annum (2.5% per quarter) and under 15% per annum (3.75% per quarter). Where shareholder returns exceed 3.75% in a quarter, no

payment is due for the actual amount of the increase above 3.75% but the amount of the increase above 3.75% is carried forward and added to the

calculation of shareholder returns in the next seven quarters. However, if shareholder returns are less than 2.5% in a quarter, the deficit is carried

forward and subtracted from the calculation of shareholder returns in the next seven quarters.

During the year, the Group incurred $1,777,000 performance fees from PFIM (2015: $2,414,000). As at 31 December 2016, a deficit amount of

$4,122,000 (2015: surplus $1,988,000) has been carried forward to be included in the calculation to determine whether an performance fee is payable

in the next seven quarters. As at 31 December 2016 nil (2015: $830,000) was owing and included in accounts payable, accruals and other liabilities.

(ii) Other related party transactions

During the year, the Group incurred $12,816,440 (2015: $19,843,000) for construction and maintenance works from Haydn & Rollett Limited.

John Waller was a Director of both Haydn & Rollett Limited and the Company until he passed away on 21 September 2016. As at 31 December 2016

$311,000 (31 December 2015: $1,558,000) was owing and included in accounts payable, accruals and other liabilities.

John Waller was a Director of both Bank of New Zealand and the Company until his retirement from the Bank of New Zealand on 31 July 2015.

During the prior year, the Group incurred $4,317,000 for interest expense and bank fees from the Bank of New Zealand. As at 31 December 2015:

$630,000 was owing and included in accounts payable, accruals and other liabilities.

No related party debts have been written off or forgiven during the year (2015: nil).

During the year, fees paid to Directors of the Group were $336,000 (2015: $280,000).

As at 31 December 2016, Directors of the Company held 8,007,684 (31 December 2015: 9,153,462) shares beneficially in the Company and 371,583

(31 December 2015: 371,583) shares non-beneficially in the Company. Included in the shares beneficially owned are 3,657,121 (31 December 2015:

3,657,121) shares held in the name of PFIM.

5.9. Operating segments

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief

operating decision-maker has been identified as the Board of Directors. The Group is internally reported as a single operating segment to the chief

operating decision-maker.

5.10. Capital commitments

As at 31 December 2016 the Group had capital commitments totalling $3,638,000 (31 December 2015: $12,416,000) relating to work on

investment properties.

5.11. Subsequent events

On 9 January 2017, 686 Rosebank Road, Avondale sustained fire damage. A business interruption (loss of rents claim) and a material damage claim

will be submitted in due course to recover the loss of rents (if any) and the full cost of reinstatement.

On 2 February 2017, the Group purchased an investment property located at 11 Turin Place, East Tamaki for a net purchase price of $14,220,000.

On 13 February 2017, the Directors of the Company approved the payment of a net dividend of $9,275,000 (2.0500 cents per share) to be paid on

8 March 2017. The gross dividend (2.5488 cents per share) carries imputation credits of 0.4988 cents per share. The payment of this dividend will not

have any tax consequences for the Group and no liability has been recognised in the Consolidated Statement of Financial Position as at 31 December

2016 in respect of this dividend.

48
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

Independent auditor’s report

To the shareholders of Property for Industry Limited

We have audited the consolidated financial statements which comprise:

• the consolidated statement of financial position as at 31 December 2016;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the consolidated financial statements, which include significant accounting policies.

Our opinion

In our opinion, the consolidated financial statements of Property for Industry Limited (the Company), including its controlled entity (the Group),

present fairly, in all material respects, the financial position of the Group as at 31 December 2016, its financial performance and its cash flows for

the year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS) and International Financial

Reporting Standards (IFRS).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs NZ) and International Standards on Auditing

(ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial

statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group in accordance with Professional and Ethical Standard 1 (Revised) Code of Ethics for Assurance Practitioners (PES 1)

issued by the New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Our firm carries out other services for the Group in the areas of other related assurance services and the benchmarking of director remuneration.

The provision of these other services has not impaired our independence as auditor of the Group.

Our audit approach

Overview

An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement.

Overall group materiality: $2.2 million, which represents 5% of profit before tax excluding valuation movements relating

to investment properties and interest rate derivatives.

We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above

$0.2 million as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

We have two key audit matters:

• Valuation of Investment Properties; and

• Goodwill impairment assessment

Materiality

Audit scope

Key audit

matters

49
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

Materiality

The scope of our audit was influenced by our application of materiality.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the

consolidated financial statements as a whole as set out above. These, together with qualitative considerations, helped us to determine the scope of

our audit, the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the

consolidated financial statements as a whole.

Overall group materiality

$2.2 million.

How we determined it

5% of profit before tax excluding valuation movements relating to investment properties

and interest rate derivatives.

Rationale for the materiality benchmark applied

We applied this benchmark because, in our view, profit before tax is the metric against which

the performance of the Group is most commonly measured.

Audit scope

We designed our audit by assessing the risks of material misstatement in the consolidated financial statements and our application of materiality.

As in all of our audits, we also addressed the risk of management override of internal controls including among other matters, consideration of

whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements

as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements

of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our

opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matterHow our audit addressed the key audit matter

Valuation of Investment Properties

Refer to note 2.1 of the consolidated financial statements.

The Group’s Investment Properties at $1,083 million represent

the majority of the assets as at 31 December 2016.

The valuation of the Group’s property portfolio is inherently

subjective due to, among other factors, the individual nature of

each property, its location and the expected future rental income

for that particular property.

The existence of significant estimation uncertainty, coupled with

the fact that only a small percentage difference in individual

property valuation assumptions, when aggregated, could result in

material misstatement, is why we have given specific audit focus

and attention to this area.

The valuations were carried out by third party valuers, Colliers

International New Zealand Limited, Jones Lang Lasalle Limited,

CBRE Limited and Savills New Zealand Limited (the Valuers). The

Valuers were engaged by the Group, and performed their work in

accordance with International Valuation Standards and the

Australia and New Zealand Valuation and Property Standards.

The Valuers used by the Group are well known firms, with

experience in the market in which the Group operates and are

rotated across the portfolio on a three-yearly cycle.

In determining a property's valuation, the Valuers take into

account property specific current information such as the current

tenancy agreements and rental income earned by the asset. They

then apply assumptions in relation to capitalisation rates and

External valuations

We read and discussed the valuation reports with each of the Valuers. We

confirmed that the valuation approach for each property was in accordance

with accounting standards and suitable for use in determining the carrying

value of Investment Properties at 31 December 2016.

It was evident from our discussions with management and the Valuers and

our review of the valuation reports that close attention had been paid to each

property's individual characteristics and its overall quality, geographic location

and desirability as a whole.

We assessed the Valuers' qualifications, expertise and their objectivity and

we found no evidence to suggest that the objectivity of any Valuer in their

performance of the valuations was compromised.

On a sample basis we agreed property-specific information supplied to

the Valuers by the Group to the underlying property records. No issues

were identified.

Assumptions

Our work over the assumptions focused on the largest properties in the

portfolio and those properties where the assumptions used and/or year-on-year

fair value movement suggested a possible outlier versus market data. We also

engaged our own in-house valuation specialist to critique and challenge the

work performed and assumptions used by the Valuers. In particular, we

compared the valuation metrics used by the Valuers to recent market activity.

We concluded that the assumptions used in the valuations were supportable

in light of available market evidence.

Independent auditor’s report (continued)

50
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

Key audit matterHow our audit addressed the key audit matter

current market rent and anticipated growth, based on available

market data and transactions, to arrive at a range of valuation

outcomes, from which they derive a point estimate. Due to the

unique nature of each property, the assumptions applied take into

consideration the individual property characteristics at a granular

tenant by tenant level, as well as the qualities of the property as

a whole.

The Group has adopted the assessed values determined

by the Valuers.

Overall valuation estimates

Because of the inherent level of precision and subjectivity involved in

determining valuations for individual properties and the existence of acceptable

alternative assumptions and valuation methods, we determined a range of

values that were considered reasonable to evaluate each independent property

valuation used by management.

The valuations adopted by the Group were all, individually, within an acceptable

range. We also considered whether or not there was bias from management in

determining individual valuations and found no evidence of such bias.

Goodwill impairment assessment

Refer to note 5.5 of the consolidated financial statements.

The goodwill balance of $29 million was recognised when

Property for Industry Limited merged with Direct Property Fund

and is supported by an annual impairment review. No impairment

charge has been recorded against this balance in the current

financial year.

Management have used the fair value of the Group less costs of

disposal to support the continued carrying value for the goodwill

balance and this involves the application of subjective judgement

about the control premium. The control premium is considered to

be a key area of judgement.

We evaluated management’s process around testing for goodwill impairment

and performed the following procedures:

• Agreed the daily high and low trade prices for the Group’s shares at year

end to NZX trading data;

• With the assistance of our in-house valuation specialist, we assessed the

reasonableness of the control premium applied in the goodwill impairment

calculation as well as the costs of disposal estimate through examining

market evidence from past transactions; and

• Recalculated the Group’s net assets as at 31 December 2016.

We also performed sensitivity analysis around the control premium assumption

to ascertain the extent of change that individually would be required for the

goodwill balance to be impaired and noted goodwill would not be impaired if the

control premium applied to the calculation was decreased by 50%.

Information other than the financial statements and auditor’s report

The Directors are responsible for the annual report. The other information included in the annual report is expected to be made available to us after

the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information included in the annual report and we will not express any form of

assurance conclusion on the other information.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or

otherwise appears to be materially misstated. When we read the other information in the annual report, if we conclude that there is a material

misstatement of this other information, we are required to communicate the matter to the Directors and consider further appropriate actions.

Responsibilities of the Directors for the consolidated financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the consolidated financial statements in

accordance with NZ IFRS and IFRS, and for such internal control as the Directors determine is necessary to enable the preparation of consolidated

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern,

disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to

liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements, as a whole, are free from material

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with ISAs NZ and ISAs will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these consolidated financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External Reporting Board’s website at:

https://xrb.govt.nz/Site/Auditing_Assurance_Standards/Current_Standards/Page1.aspx

This description forms part of our auditor’s report.

Independent auditor’s report (continued)

51
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that we might state those matters which

we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our audit work, for this report or for the opinions we

have formed.

The engagement partner on the audit resulting in this independent auditor’s report is Sam Shuttleworth.

For and on behalf of:

Chartered Accountants Auckland

13 February 2017

Independent auditor’s report (continued)

52
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

FIVE-YEAR PERFORMANCE SUMMARY

YEAR ENDED 31 DECEMBER 20162015 2014 2013 2012

ALL VALUES IN $M UNLESS OTHERWISE NOTED

FINANCIAL PERFORMANCE

Operating revenue 71.166.963.848.129.4

Operating expenses(28.0)(30.3)(26.9)(21.2)(12.2)

Total operating earnings43.136.636.926.917.2

Non-operating income and expenses88.943.029.020.514.7

Profit before taxation132.179.665.947.431.9

Total taxation expense(8.7)(6.8)(6.0)(6.9)(5.0)

Total comprehensive income after tax123.472.859.940.526.9

Weighted average number of ordinary shares ('000 shares)450,079422,275411,502316,742220,018

IFRS earnings per share (cents per share)27.4217.2514.5512.7912.24

DISTRIBUTIONS

Total comprehensive income after tax123.472.859.940.526.9

Distributable profit adjustments(89.3)(41.5)(28.9)(17.2)(12.3)

Distributable profit34.131.331.023.314.6

Weighted average number of ordinary shares ('000 shares)450,079422,275411,502316,742220,018

Distributable profit per share (cents per share)7.587.017.417.286.64

Gross dividends paid relating to the period reported (cents per share)9.199.069.048.698.21

Net dividends paid relating to the period reported (cents per share)7.357.307.257.206.60

Pay-out ratio (%)97.2%106.1%97.8%100.4%99.6%

FINANCIAL POSITION

Investment properties1,083.3986.6876.0841.8382.2

Goodwill29.129.129.129.1-

Other assets9.411.51.86.12.4

Total assets1,121.81,027.2906.9877.0384.6

Borrowings332.9330.9312.8314.6114.2

Other liabilities32.738.329.127.220.3

Total liabilities365.7369.2341.9341.8134.5

Total equity756.1658.0565.0535.2250.1

Closing shares on issue ('000 shares)452,459447,692411,502411,502220,411

Net tangible (excluding goodwill) assets (cents per share)160.7140.5130.2123.0113.5

Gearing (%)30.1%33.3%35.8%37.4%29.9%

PROPERTY PORTFOLIO METRICS

Number of properties (#)8384798350

Number of tenants (#)14314113413686

Contract rent72.572.365.865.432.6

Occupancy (%)99.6%99.6%98.5%97.1%97.4%

Net lettable area including yard (sqm) 667,441 673,112 626,755 627,575 379,306

Weighted average lease term (years)4.795.185.265.314.80

Capitalisation rate (%)6.6%7.0%7.2%7.8%8.5%

53
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

COMPANY

STRUCTURE

& STATUTORY

INFORMATION

Property

For

Industry

Limited

Annual

Report

31 December

2016

54
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

COMPANY STRUCTURE AND

STATUTORY INFORMATION

Property for Industry Limited (the Company, PFI) is a publicly listed company established in 1994 and managed by PFIM Limited (the

manager). The manager reports to the board of directors (the board) and is responsible for all investment, property and administration

management functions. The manager is paid a management fee for carrying out these responsibilities. The board currently has five directors,

four of whom are independent and one representing the manager.

More information on the PFI board and management team is available on the PFI website at propertyforindustry.co.nz/about-pfi/

our-people-investors/.

PRINCIPAL ACTIVITY

PFI is a listed industrial property investment company. PFI and its subsidiary, P.F.I. Property No. 1 Limited (together, the Group), invest solely

in New Zealand. There has not been any change in the nature of the Company’s or Group’s business in the year ended 31 December 2016,

nor in the classes of business in which the Company has an interest.

MANAGEMENT STRUCTURE

PFI is managed by PFIM Limited, a private company owned by interests associated with McDougall Reidy & Co Limited. PFIM Limited has

appointed McDougall Reidy & Co Limited as its subcontractor to provide the property and administrative management services required

under the PFI management agreement.

PFI’s management fee structure is designed to align the interests of the manager and shareholders, and to reward the manager for

outperformance in the growth of shareholder wealth over time. PFI pays a base management fee plus a performance fee calculated on total

shareholder returns.

The base fee is calculated as:

§

0.725% of total tangible assets under management up to $425 million;

§

0.450% of total tangible assets under management above $425 million and below $775 million; and

§

0.350% of total tangible assets under management above $775 million.

The performance fee is calculated as 10% of the change in shareholder wealth above 10% per annum (2.5% per quarter) and under 15%

per annum (3.75% per quarter), calculated and payable on a quarterly basis.

Where shareholder returns exceed 3.75% in a quarter, no payment is due for the actual amount of the increase above 3.75%, but the amount

of the increase above 3.75% can be carried forward and added to the calculation of shareholder returns in the next seven quarters. However,

if shareholder returns are less than 2.5% in a quarter, the deficit can also be carried forward and subtracted from the calculation of

shareholder returns in the next seven quarters.

GOVERNANCE

The board of PFI is committed to the highest standards of business behaviour and accountability. The board regularly reviews and assesses

the Group’s governance structures and processes to ensure they are consistent with best practice standards.

As part of the board’s ongoing monitoring and review of the Group’s governance framework, the board has developed a Corporate

Governance Manual (the manual) that forms the Group’s corporate governance framework. The manual was reviewed by the board during

2014 except for the Audit and Risk Committee Charter and Continuous Disclosure Policy, which were reviewed during 2015. It incorporates

the NZX Main Board Listing Rules relating to corporate governance and the recommendations of the NZX Corporate Governance Best

Practice Code.

A copy of the manual is available on the PFI website at propertyforindustry.co.nz/about-pfi/governance/ and includes:

1. Code of Ethics;

2. Board Charter;

3. Audit and Risk Committee Charter;

4. Nomination Committee Charter;

5. Remuneration Policy;

6. Securities Trading Policy; and

7. Continuous Disclosure Policy.

55
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

COMPLIANCE WITH NZX REQUIREMENTS

The NZX Main Board Listing Rules require that companies such as PFI disclose the ways in which their corporate governance processes

materially differ from the processes prescribed by the NZX Corporate Governance Best Practice Code.

PFI considers that it materially complies with the NZX Corporate Governance Best Practice Code except in respect of the fact that

the Company has not established a remuneration committee. This is discussed further below, under the heading ‘Other Committees’.

PFI notes that the rules relating to corporate governance under the NZX Listing Rules are changing. From later this year, is expected

that a new form of the NZX Corporate Governance Best Practice Code (the New Code) will apply under the NZX Listing Rules.

PFI is considering the application of the New Code to its current governance practices, and in particular whether those practices meet the

recommendations of the New Code. PFI expects to report on its compliance with the New Code in its annual report for the year ending

31 December 2017.

CODE OF ETHICS

The board has developed a Code of Ethics that forms part of the Corporate Governance Manual. The Code of Ethics is intended to provide

a framework for PFI’s directors, managers, representatives and subsidiary by which they are expected to conduct their duties by facilitating

behaviour that is consistent with PFI’s business standards.

BOARD COMPOSITION, APPOINTMENTS, INDEPENDENCE & OPERATION

The constitution allows for between three and eight directors. As at 31 December 2016, there were five directors: four of whom are

independent and one representing the manager. It is the Company’s policy that there should always be a majority of independent directors.

The directors of the Company who held the office during the 12 months to 31 December 2016, their status, date of appointment and meeting

attendances follows:

DIRECTOR STATUS

DATE OF

APPOINTMENT

LAST

RE-ELECTED

DATE CEASED TO

BE A DIRECTOR

MEETINGS

ATTENDED

(SIX MEETINGS

HELD)

Peter MasfenBoard Chairman

Independent director

17 May 200215 June 2016N/A6

Anthony BeverleyAudit and Risk

Committee Chairman

Nomination Committee

Chairman

Independent director

2 July 200120 May 2015N/A6

Humphry RollestonIndependent director5 July 199416 May 2014N/A6

Susan Peterson (1)Independent director24 May 201615 June 2016N/A4

Gregory ReidyDirector representing

the manager

20 January 201220 May 2015N/A6

John Waller (2)Independent director1 July 201315 June 201620 September 20164

(1) Susan Peterson was appointed to the board during 2016 and four meetings were held since her appointment.

(2) John Waller passed away on the 20th of September 2016 and as such ceased to be a board member on that date. Four meetings were

held prior to his passing.

The constitution provides that one third (or the nearest whole number to one third) of the board must offer themselves for re-election

at a meeting of shareholders each year.

All current directors are also directors of the Company’s subsidiary, P.F.I. Property No. 1 Limited.

56
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

BOARD COMMITTEES

Audit & Risk Committee

The board has established an Audit and Risk Committee in accordance with the NZX Corporate Governance Best Practice Code. The Audit

and Risk Committee has developed a written charter that outlines the committee’s authority, duties, responsibilities, relationship with the

board and a policy on audit independence. The board is required to regularly review the performance of the Audit and Risk Committee.

The manager is responsible for attending to the financial and reporting needs of the Company. Amongst other things, the Audit and Risk

Committee meets at least twice a year (or more frequently if required) with the Group’s auditor to review the outcome of the interim review

(30 June) and annual audit (31 December).

At 31 December 2016, the members of the Audit and Risk Committee were Anthony Beverley (Chairman of the Audit and Risk Committee),

Peter Masfen and Susan Peterson. Anthony Beverley and Peter Masfen were members of the committee at all times during 2016. Susan

Peterson was appointed to the committee on the 28th of October 2016. John Waller passed away on the 20th of September 2016 and as

such ceased to be a member of the committee on that date. Anthony Beverley and John Waller attended all three meetings of the Audit and

Risk Committee held during 2016. Peter Masfen attended two meetings of the Audit and Risk Committee held during 2016. There were no

meetings of the Audit and Risk Committee during 2016 following Susan Peterson’s appointment.

Nomination Committee

The board has established a Nomination Committee in accordance with the NZX Corporate Governance Best Practice Code. The Nomination

Committee has developed a written charter that outlines the committee’s authority, duties, responsibilities and relationship with the board.

The board is required to regularly review the performance of the Nomination Committee.

At 31 December 2016, the members of the Nomination Committee were Anthony Beverley (Chairman of the Nomination Committee) and

Susan Peterson. Susan Peterson was appointed to the committee on the 15th of December 2016. John Waller passed away on the 20th of

September 2016 and as such ceased to be a member of the committee on that date. This committee met informally during the year to

consider the appointment of an additional director.

Other Committees

The board has not established a remuneration committee. This differs from the NZX Corporate Governance Best Practice Code

recommendation that the board establishes this committee to recommend remuneration packages for directors to the shareholders.

However, the board has developed a remuneration policy which forms part of the Corporate Governance Manual and is intended to guide

the directors in considering remuneration for directors. The board considers that the policies are consistent with best practice governance

standards and this approach is appropriate, given that, as a result of its external management arrangements, PFI does not have its own

employees for whom remuneration needs to be considered.

BOARD CHARTER

The board has developed a charter that sets out its authority, duties and responsibilities. The board has adopted the following

governance objectives:

§

Establishes a clear framework for oversight and management of PFI’s operations and for defining the respective roles and responsibilities

of the board and the manager;

§

Structures itself to be effective in discharging its responsibilities and duties;

§

Sets standards of behaviour expected of the Company’s managers and representatives;

§

Safeguards the integrity of the company’s financial reporting;

§

Ensures timely and balanced disclosure;

§

Respects and facilitates the rights of shareholders;

§

Recognises and manages risk;

§

Encourages board and management effectiveness;

§

Remunerates fairly and responsibly; and

§

Recognises the legitimate interests of all stakeholders.

57
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

The board also has statutory responsibility for the affairs and activities of the Company. It is responsible for producing annual financial

statements that comply with generally accepted accounting practice and provide a true and fair view of the Group’s financial performance

and position.

The board has an obligation to protect and enhance the value of the assets of the Company for the benefit of shareholders. It achieves this

through approval of appropriate corporate strategies, with particular attention to capital structure, acquisition and divestment proposals,

capital expenditure and the review of the performance of the manager on a regular basis.

The board delegates implementation of the adopted corporate strategies to the manager.

The manager is contractually bound to manage the Company, for which it receives a management fee. The manager’s duties are defined as:

§

Investment management duties;

§

Property management duties; and

§

Administrative management duties.

GENDER COMPOSITION OF DIRECTORS AND OFFICERS

The breakdown of the gender composition of PFI’s directors as at the end of the previous two financial years is as follows:

FINANCIAL YEAR MALE FEMALE

Year ending 31 December 201550

Year ending 31 December 201641

The Company does not have any employees and therefore has no officers. The Company does not have a diversity policy.

DIRECTORS’ INTERESTS REGISTER

During the year, the board authorised the renewal of the directors’ and officers’ insurance cover as at 30 June 2016 for a period of 12 months

and has certified, in terms of section 162 of the Companies Act 1993, that this cover is fair to the Company.

As permitted by the Company’s constitution and the Companies Act 1993, the Company has also executed a deed indemnifying its directors

against potential liabilities and costs they may incur for acts or omissions in their capacity as directors of the Company and its subsidiary.

Please refer to the Directors’ Relevant Interests section below for information regarding the acquisition and disposition of relevant interests

in the Company’s shares by its directors.

No director has sought authorisation to use Company information.

There were no other interest register entries recorded for the Company or its subsidiary for the year ended 31 December 2016.

58
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

DIRECTORS’ REMUNERATION

As noted previously, the board, in setting the directors’ remuneration, is to be guided by the remuneration policy that forms part of the

Corporate Governance Manual. The table below sets out the total remuneration received by the Company’s directors during the year to

31 December 2016. The increase in fees from the previous period represents the increase in the remuneration pool that was approved

at the 2016 PFI annual general meeting.

Other than noted in this report, neither the Company nor its subsidiary have provided any other benefits to a director for services as

a director or in any other capacity.

Neither the Company nor its subsidiary have made loans to a director.

Neither the Company nor its subsidiary have guaranteed any debts incurred by a director.

DIRECTOR ROLE

FEES PAID

2016

$000

FEES PAID

2015

$000

Peter MasfenBoard Chairman 106 90

Independent director

Anthony BeverleyAudit and Risk Committee Chairman 75 70

Nomination Committee Chairman

Independent director

Humphry RollestonIndependent director65 60

Susan Peterson (1)Independent director41 –

Gregory Reidy (2)Director representing the manager––

John Waller (3)Independent director48 60

Total336 280

(1) Susan Peterson appointed to the board on the 24th of May 2016.

(2) No directors’ remuneration was paid to Gregory Reidy due to his role as a director representing the manager.

(3) John Waller passed away on the 20th of September 2016 and as such ceased to be a board member on that date.

DIRECTORS’ RELEVANT INTERESTS

The board has developed a policy that deals with directors, managers and representatives acquiring and disposing of relevant interests

in PFI’s shares and the disclosure requirements. This policy forms part of the Corporate Governance Manual.

Details of directors’ dealings in the Company’s shares since 1 January 2016 are as follows:

DIRECTOR

NO. OF SHARES

ACQUIRED /

(DISPOSED)


CONSIDERATION

PER SHARE DATE

Peter Masfen (legal, but not beneficial, holder)(270,833)$1.60Wednesday, 13 January 2016

Peter Masfen (legal, but not beneficial, holder)270,833 $1.60Wednesday, 13 January 2016

John Waller (beneficial holder)(158,442)$1.60Thursday, 16 June 2016

John Waller (beneficial holder)(39,401)$1.62Wednesday, 29 June 2016

John Waller (beneficial holder)(27,157)$1.62Thursday, 30 June 2016

Humphry Rolleston (legal and beneficial holder)(100,750)$1.65Thursday, 29 September 2016

Humphry Rolleston (legal, but not beneficial, holder)100,750 $1.65Thursday, 29 September 2016

59
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

Details of directors’ relevant interests in the Company’s shares as at 31 December 2016 are as follows:

DIRECTOR NATURE OF RELEVANT INTEREST NUMBER OF SHARES

Peter MasfenBeneficial holder4,334,313

Legal, but not-beneficial, holder270,833

Humphry RollestonBeneficial holder16,250

Legal, but not-beneficial, holder100,750

Gregory ReidyBeneficial holder3,657,121

EMPLOYEE REMUNERATION

Neither the Company nor its subsidiary has any employees; accordingly no employees, or former employees, of the Company or its subsidiary

received remuneration or other benefits in their capacity as employees, the value of which was or exceeded $100,000 per annum.

DONATIONS

Neither the Company nor its subsidiary made any donations during the year.

SUBSTANTIAL PRODUCTHOLDERS AS AT 31 DECEMBER 2016

As at 31 December 2016, the total number of ordinary shares on issue was 452,458,592. The Company has only ordinary shares on issue.

The persons, who, for the purposes of section 293 of the Financial Markets Conduct Act 2013, were substantial productholders as at

31 December 2016 are:

SECURITY HOLDER NO. OF SHARES %

ANZ New Zealand Investments Limited 24,022,3025.31%

DETAILS OF DIVIDENDS PAID

DIVIDENDS DATE PAID

CENTS PER

SHARE

TOTAL PAID

2016

$000

TOTAL PAID

2015

$000

Q4 2014 final dividendWednesday, 12 March 20141.95 –8,025

Q1 2015 interim dividendWednesday, 27 May 20151.75 –7,201

Q2 2015 interim dividendThursday, 3 September 20151.75 –7,216

Q3 2015 interim dividendWednesday, 25 November 20151.80 –8,041

Q4 2015 final dividendWednesday, 9 March 20162.00 8,954 –

Q1 2016 interim dividendMonday, 23 May 20161.75 7,860 –

Q2 2016 interim dividendThursday, 1 September 20161.75 7,882 –

Q3 2016 interim dividendWednesday, 23 November 20161.80 8,124 –

Total dividends per statement of changes in equity32,820 30,483

60
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

SHAREHOLDER STATISTICS

20 LARGEST REGISTERED SHAREHOLDERS

AS AT 31 JANUARY 2017

HOLDER HOLDING

HOLDING

%

1FNZ Custodians Limited 31,725,407 7.01%

2Forsyth Barr Custodians Limited 21,639,484 4.78%

3BNP Paribas Nominees (NZ) Limited - NZCSD 17,428,835 3.85%

4Accident Compensation Corporation - NZCSD 15,599,169 3.45%

5Custodial Services Limited (A/c 3) 14,025,073 3.10%

6Citibank Nominees (New Zealand) Limited - NZCSD 11,584,254 2.56%

7ANZ Wholesale Trans-Tasman Property Securities Fund - NZCSD 8,942,824 1.98%

8Investment Custodial Services Limited (A/c C) 8,276,476 1.83%

9MFL Mutual Fund Limited - NZCSD 7,523,177 1.66%

10Messrs. Wildermoth, Wilson, Young and Spence 6,594,217 1.46%

11Guardian Nominees No 2 A/C Westpac W/S Enhanced Cash Trust - NZCSD 6,527,872 1.44%

12ANZ Wholesale Property Securities - NZCSD 6,117,927 1.35%

13National Nominees New Zealand Limited - NZCSD 6,013,576 1.33%

14Mr. Mckee, Ms. Mckee and NWM Trustees 120 Limited 5,566,373 1.23%

15Custodial Services Limited (A/c 2) 5,134,790 1.13%

16Masfen Securities Limited 4,334,313 0.96%

17HSBC Nominees (New Zealand) Limited - NZCSD 4,134,439 0.91%

18Carlaw Heritage Trust Inc 4,115,481 0.91%

19PT (Booster Investments) Nomineeds Limited 3,946,579 0.87%

20Heatherfield Investments Limited 3,802,988 0.84%

Shares held by top 20 shareholders 193,033,254 42.66%

Balance of shares 259,425,338 57.34%

Total of issued shares 452,458,592 100.00%

SHAREHOLDER SPREAD

AS AT 31 JANUARY 2017

ORDINARY SHARES

NUMBER OF

HOLDERS HOLDING

HOLDING

%

Up to 4,999 856 2,220,782 0.49%

5,000 - 9,999 1,001 7,279,740 1.61%

10,000 - 49,999 2,456 51,994,222 11.49%

50,000 - 99,999 382 25,991,681 5.74%

100,000 - 499,999 292 58,121,581 12.85%

500,000 and above 100 306,850,586 67.82%

Total 5,087 452,458,592 100.00%

GEOGRAPHICAL SPREAD

AS AT 31 JANUARY 2017

ORDINARY SHARES HOLDING

HOLDING

%

Auckland & Northern Region 248,471,409 54.92%

Hamilton & Surrounding Districts 86,232,722 19.06%

Wellington & Central Districts 66,993,664 14.81%

Dunedin & Southland 33,583,936 7.42%

Nelson, Marlborough & Christchurch 15,601,844 3.45%

Overseas 1,575,017 0.35%

Total 452,458,592 100.00%

61
PROPERTY FOR INDUSTRY LIMITED ANNUAL REPORT 2016

2017

MARCH

§

2016 Final dividend payment

§

2016 Annual report mailed

MAY

§

2017 First-quarter announcement

§

2017 First-quarter dividend payment

§

Annual meeting

AUGUST

§

2017 Half-year announcement

SEPTEMBER

§

2017 Interim report mailed

§

2017 Half-year dividend payment

NOVEMBER

§

2017 Third-quarter announcement

§

2017 Third-quarter dividend payment

2018

FEBRUARY

§

2017 Full-year announcement

MARCH

§

2017 Final dividend payment

§

2017 Annual report mailed

ISSUER

Property for Industry Limited

Shed 24, Prince's Wharf

147 Quay Street

PO Box 1147

Auckland 1140

Tel: +64 9 303 9450

Fax: +64 9 303 9657

propertyforindustry.co.nz

info@propertyforindustry.co.nz

DIRECTORS

Peter Masfen (Chairman)

Anthony Beverley

Humphry Rolleston

Susan Peterson

Gregory Reidy

MANAGER

PFIM Limited

Shed 24, Prince's Wharf

147 Quay Street

PO Box 1147

Auckland 1140

Tel: +64 9 303 9450

Fax: +64 9 303 9657

GENERAL MANAGER

Simon Woodhams

Tel: +64 9 303 9652

woodhams@propertyforindustry.co.nz

CHIEF FINANCIAL OFFICER /

COMPANY SECRETARY

Craig Peirce

Tel: +64 9 303 9651

peirce@propertyforindustry.co.nz

AUDITOR

PwC

188 Quay Street

Private Bag 92162

Auckland 1142

Tel: +64 9 355 8000

Fax: +64 9 355 8001

CORPORATE LEGAL

ADVISOR

Chapman Tripp

23 Albert Street

PO Box 2206

Auckland 1140

Tel: +64 9 357 9000

Fax: +64 9 357 9099

VALUATION PANEL

CBRE Limited

Colliers International New Zealand

Limited

Jones Lang LaSalle Limited

Savills (NZ) Limited

BANKERS

ANZ Bank New Zealand Limited

Bank of New Zealand

Commonwealth Bank of Australia

Westpac New Zealand Limited

SHARE REGISTRAR

Computershare Investor Services

159 Hurstmere Road

Takapuna, Auckland

Private Bag 92119

Auckland 1142

Tel: +64 9 488 8777

Fax: +64 9 488 8787

www.investorcentre.com/nz

This Annual Report is dated 28 February 2017 and signed on behalf of the board by:

Peter Masfen Anthony Beverley

Chairman Director

insight

creative.co.nz

PFI070

DIRECTORYCALENDAR

www.propertyforindustry.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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