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CDI: 2016 Annual Report

Annual Report29 March 2017CDIReal Estate

CDL INVESTMENTS NEW ZEALAND LIMITED

ANNUAL REPOR

T 2016

Cover: Prestons Park, Christchurch

CONTENTS
Directors’ Review 2

Board of Directors 4

Corporate Governance 5

Trend Statement & Financial Summary 10

Financial Statements 11

Independent Auditor's Report 28

Regulatory Disclosures 31

Statutory Information 33

Corporate Directory 36

The Directors of CDL Investments New Zealand Limited are pleased

to present the Annual Report of the Company for the year ended

31 December 2016.

Signed for and on behalf of the Board of Directors:


HR Wong BK Chiu

Chairman Managing Director

29 March 2017 29 March 2017

This booklet is printed using

vegetable inks on certified

forest paper.

2 | CDL Investments New Zealand Limited
DIRECTORS' REVIEW

FINANCIAL PERFORMANCE

CDL Investments New Zealand Limited (“CDLI”) is pleased to report a profit after tax of $27.0 million for the year ended 31 December 2016, an

increase of 54.7% from the previous year (2015: $17.5 million). This result is the seventh consecutive year of profit growth for the company.

Profit before tax also increased to $37.5 million (2015: $24.2 million). Property sales & other income totalled $74.5 million (2015: $47.6 million).

Shareholders’ funds as at 31 December 2016 increased to $161.8 million (2015: $140.3 million) and the Company’s total assets stood at $168.3

million (2015: $142.7 million). The net tangible asset per share (at book value) was 58.4 cents (2015: 50.8 cents).

DIVIDEND ANNOUNCEMENT

Reflecting the record result, the Company has resolved to increase its fully imputed ordinary dividend to 3.0 cents per share (2015: 2.2 cents

per share) payable on 19 May 2017. The record date will be 5 May 2017. The Dividend Reinvestment Plan will apply to this dividend.

LAND PORTFOLIO

At 31 December 2016, the independent market value of CDLI’s land holdings was $297.0 million (2015: $265.0 million). CDLI’s accounting

policies require the company to carry the value of its land portfolio at the lower of cost or net realisable value and at 31 December 2016, the

land portfolio at cost was $117.8 million (2015: $126.6 million).

SUMMARY AND OUTLOOK

The Board is conscious that in 2017 the Company needs to maintain its sales activity but also ensure that the Company continues to grow by

acquiring additional land for development in the future.

That said, land prices, especially in the major metropolitan areas and surrounds remain at historically high levels. When assessing acquisitions,

we will remain disciplined in land investment fundamentals. Our strong balance sheet gives us an added advantage when seeking and assessing

these opportunities. In the meantime, we will continue to drive sales activity at our existing subdivisions with the aim of delivering another year

of growth in 2017.

MANAGEMENT AND STAFF

The Board and I sincerely thank the Company’s management and staff for their hard work during 2016 to deliver this outstanding result.

Wong Hong Ren

Chairman

17 February 2017

CDL Investments New Zealand Limited | 3

4 | CDL Investments New Zealand Limited
WONG HONG REN

(Chairman)

Mr. Wong is currently the Chief Executive of City e-Solutions Limited and was Executive Director and Chief Executive Officer of Millennium

& Copthorne Hotels plc until February 2015. He is widely experienced in investment analysis, international capital markets and mergers and

acquisitions transactions as well as post-acquisition management re-organisation matters. He is also Chairman of Millennium & Copthorne

Hotels New Zealand Limited and M&C REIT Management Limited.

B K CHIU

(Managing Director / Member of the Audit Committee)

Mr. Chiu is also the Managing Director of Millennium & Copthorne New Zealand Limited. Prior to joining the company, Mr. Chiu was Regional

Vice - President and Managing Director, Asia of Merisant Company. He holds a Masters degree in agricultural economics and marketing from

Massey University, Palmerston North.

ALOYSIUS LEE

(Non-Executive Director)

Mr. Lee is currently Executive Director and Group Chief Executive Officer of Millennium & Copthorne Hotels plc. Mr Lee was previously the

Chief Executive Officer of South Beach Consortium Pte Ltd., a joint venture established by City Developments Limited and other parties to

create a mixed use real estate development in Singapore. Prior to that, Mr Lee held senior leadership positions at Shui On Land, Hong Kong

Telecom, Star Cruises and Singapore Airlines. He is a fellow of both the Chartered Management Institute and the Chartered Institute of

Marketing, and holds a Masters degree in Business Administration from the University of Hong Kong. He also has management qualifications

from Harvard University and the University of Hawaii.

VINCENT YEO

(Non-Executive Director)

Mr. Yeo is Chief Executive Officer and Executive Director of M&C REIT Management Limited. From 1993 to 1998, he was Managing Director

of CDL Hotels New Zealand Limited (now Millennium & Copthorne Hotels New Zealand Limited) and CDL Investments New Zealand Limited.

He previously also served as an Executive Director of Millennium & Copthorne Hotels plc in London and President, Millennium & Copthorne

Hotels Asia Pacific Region.

ROY AUSTIN

(Independent Non-Executive Director / Chairman of the Audit Committee)

Mr. Austin has been a principal at Northington Partners, a private investment bank and is currently a Consultant to that firm. He has

extensive investment banking experience across a wide range of industries covering mergers, acquisitions, divestments, capital raising and IP

commercialisation. His practical experience also includes participation in local and international manufacturing, marketing and a New Zealand

based private equity fund. He is a Chartered Accountant and a member of the New Zealand Institute of Directors and CAANZ (Chartered

Accountants Australia & New Zealand).

JOHN HENDERSON

(Independent Non-Executive Director / Member of the Audit Committee)

Mr. Henderson is currently the Managing Director of Henderson Resources Limited, a Director of Bright Ventures Limited and Te Hoiere Asset

Holding Company Limited. He spent 28 years with the Starwood Hotels and Resorts Group holding various senior management positions

across Asia Pacific and Europe.

BOARD OF DIRECTORS

4 | CDL Investments New Zealand Limited

CDL Investments New Zealand Limited | 5

CORPORATE GOVERNANCE

CDL Investments New Zealand Limited is committed to maintaining

high standards of corporate governance in line with best practice. As

an NZX Main Board listed company, we have adopted the corporate

governance practices prescribed in the NZX Corporate Governance

Best Practice Code (‘NZX Code’) in the NZX Main Board and Debt

Market Listing Rules (the Listing Rules), except where specifically noted

otherwise below, and have had regard to the Corporate Governance

Principles and Guidelines from the Financial Markets Authority.

ROLE AND FUNCTION OF THE BOARD OF DIRECTORS

The Board is responsible for the control of the activities and the

governance of the Company. Its responsibilities extend to controlling

the Company’s risk management, developing and implementing the

strategic direction of the Company, monitoring the performance of

its management and reporting to shareholders. It also approves the

Company’s budgets, business plans and financial statements as well as

significant transactions.

ATTENDANCES OF DIRECTORS

DIRECTOR MEETINGS ATTENDED

HR Wong (Chair) 3/3

BK Chiu (Managing Director) 3/3

ATS Lee 2/3

VWE Yeo 3/3

RJ Austin 3/3

J Henderson 3/3

Directors meet regularly during the year, usually every quarter.

Additional board meetings are convened when required. Prior to each

meeting, board papers are circulated to enable informed and full

deliberation at the meeting. Decisions are made by consensus.

The Board delegates certain powers to committees of the Board and

day-to-day management to the Managing Director.

The Board has a statutory obligation to reserve to itself responsibility

for certain matters, such as the payment of distributions and the issue

of shares. It also reserves responsibility for significant matters and the

incurring of significant obligations. In addition, under the Companies Act

1993 and the Listing Rules, the Company is required to seek the approval

of its shareholders prior to entering into certain types of transactions.

6 | CDL Investments New Zealand Limited
NOMINATION COMMITTEE

(NZX Code paragraph 2.2 and 3.10-3.12)

The Board does not have a Nominations Committee as the whole

Board is involved in the selection and appointment process for any

new Directors. The Board reviews the composition of its members

from time to time to ensure that it has Directors with appropriate

experience and skills.

REMUNERATION COMMITTEE

(NZX Code paragraph 2.5, 3.7-3.9)

The Board does not have a Remuneration Committee as it considers

the current level of remuneration for the Board sufficient to meet

its requirements. The Board last recommended to shareholders an

increase in the total amount available for Directors fees in 1996.

The remuneration of the Managing Director and senior management

is reviewed annually by the Board. The Group promotes a

performance-based approach to remuneration and remuneration

review is linked to and carried out after performance reviews. The

level of executive remuneration is disclosed under the heading

“Employee Remuneration” at page 35.

CONTINUOUS DISCLOSURE COMMITTEE

The Company is committed to its obligations to inform shareholders

and market participants of all material information that might affect

the price of its listed securities in accordance with the Listing Rules

and the Financial Markets Conduct Act 2013.

The Board has adopted a continuous disclosure policy (the Policy)

which applies to the Company and its subsidiary (“Group”), and all

their respective directors and employees. The Board has appointed

the Chairman, the Chairman of the Audit Committee, the Managing

Director, the Group Company Secretary and the Vice President Finance

to act as the Company’s continuous disclosure committee (the

Disclosure Committee). A quorum of the Disclosure Committee shall

consist of no less than three (3) of these persons.

The Disclosure Committee is responsible for:

• Determining what information amounts to material information

and must be disclosed;

• Determining the timing of disclosure of any information in

accordance with the Policy;

• Approving the content of any disclosure to NZX (including

matters not directly covered by the Policy);

• Ensuring that all employees and directors within the Group

whom the Committee considers appropriate receive a copy of the

Policy and appropriate training with respect to it;

• Developing mechanisms designed to identify potential material

information (e.g. agenda item on management meetings); and

• Liaising with legal advisers in respect of the Company’s

compliance with its continuous disclosure obligations.

CORPORATE GOVERNANCE - CONTINUED

BOARD COMPOSITION

The Board consists of six members being Messrs HR Wong (Chairman),

BK Chiu (Managing Director), ATS Lee, VWE Yeo, RJ Austin and J

Henderson. The Company’s constitution and the Listing Rules set a

minimum number of three directors with a requirement that at least

two be ordinarily resident in New Zealand.

The Board does not impose a restriction on the tenure of any

Director as it considers that such a restriction may lead to the loss of

experience and expertise from the Board.

In line with the Listing Rules the Company is required to have at

least two Independent Directors (as defined therein). The Board has

determined that Messrs Henderson and Austin are Independent

Directors as the Board has determined that neither of them has a

Disqualifying Relationship (as that term is defined in the Listing

Rules). Messrs Wong, Chiu, Lee and Yeo are not considered by the

Board to be Independent Directors.

BOARD COMMITTEES

The Board has one formally constituted Committee and may

constitute other ad-hoc committees from time to time.

AUDIT COMMITTEE

(NZX Code paragraphs 3.1 to 3.6)

The Company is required to establish and maintain an Audit

Committee pursuant to Rule 3.6 of the Listing Rules. The Audit

Committee’s responsibilities include monitoring accounting policies

and financial reporting, internal controls, risk management and

corporate governance. The Audit Committee is also responsible for

engaging the Company’s external auditors and is responsible for

monitoring the independence of the external auditors.

During 2016 the members of this Committee were Messrs Austin

(Chairman), Henderson and Chiu. As Mr Chiu is CDI’s Managing

Director, CDI does not comply with the requirement under the NZX

Code which states that the Audit Committee should comprise solely

of non-executive directors of the company.

The Audit Committee met twice during 2016.

The Audit Committee has a written charter outlining its role and

responsibilities.

ATTENDANCE AT AUDIT COMMITTEE

DIRECTOR MEETINGS ATTENDED

RJ Austin (Chair) 2/2

BK Chiu 2/2

J Henderson 2/2

CDL Investments New Zealand Limited | 7

CORPORATE GOVERNANCE - CONTINUED

The key points of the continuous disclosure policy are:

• No person may release material information concerning the

Company to any person who is not authorised to receive it

without the approval of the Disclosure Committee.

• The Board will consider at each Board meeting whether there

is any information that may require disclosure in accordance

with the Policy, and will note any disclosures made subsequent

to the prior meeting. Any employee or director of the Company

must inform a member of the Disclosure Committee as soon

as practicable after that person becomes aware of any material

information.

• The Policy includes a list of incidents which should be disclosed

to a member of the Disclosure Committee. The Disclosure

Committee must confer, decide whether disclosure is required,

and coordinate disclosure of any material information in a form

specified by the Listing Rules as soon as practicable after it

becomes aware of the existence of material information, unless it

determines:

a) a reasonable person would not expect the information to be

disclosed; and

b) the information is confidential and its confidentiality is

maintained; and

c) one or more of the following applies:

i) it would breach the law to disclose the information; or

ii) the information concerns an incomplete proposal or

negotiation; or

iii) the information comprises matters of supposition or is

insufficiently definite to warrant disclosure; or

iv) the information is generated for internal management

purposes of the Company or its subsidiary; or

v) the information is a trade secret.

The Disclosure Committee will ensure that all Board members, not

already aware of the information, are promptly provided with it.

• The Disclosure Committee is responsible for the Company’s

obligations under the Listing Rules to release material

information to NZX to the extent necessary to prevent

development or subsistence of a market for its listed securities

which is materially influenced by false or misleading information

emanating from the issuer or any associated person of the issuer;

or other persons in circumstances in each case which would give

such information substantial credibility.

• All employees of the Company, as soon as practicable after

becoming aware of a rumour or speculation that is “generally

available to the market” must disclose the existence of that

rumour or speculation to a member of the Disclosure Committee.

• The Disclosure Committee is also responsible for co-ordinating

the Company’s responses to leaks and inadvertent disclosures.

Even in the event that leaked or inadvertently disclosed

information is not price sensitive, the Disclosure Committee

should consider whether the information should be released to

NZX via its market announcement platform in order to provide

investors with equal access.

• All external communications by the Company must comply

with this Policy, any media policy and the Company’s rules with

respect to confidential information. No material information is to

be disclosed to such persons before it is released to NZX.

• Slides and presentations used in briefings should be released to

NZX for immediate release to the market.

• The Company requires all of its Directors and employees

to comply with the Policy. The Disclosure Committee is

responsible for ensuring that the Policy is complied with and for

investigating any breach of the Policy. A deliberate or reckless

breach of the Policy may result in the summary dismissal of the

employee who deliberately or recklessly breaches the Policy, and

a breach of the Policy or any relevant law may also attract civil or

criminal legal penalties.

EXTERNAL AUDITORS

(NZX Code paragraphs 4.1, 4.2, 4.3):

The Company’s policy in relation to auditor independence covers the

following areas:

• provision of services by the Company’s external auditors;

• external auditor rotation;

• the hiring of staff from the external audit firm; and

• relationships between the external auditor and the Company.

The policy states that the Audit Committee shall only recommend to

the Board a firm to be external auditor if:

• the firm would be regarded by a reasonable investor, with full

knowledge of all relevant facts and circumstances, as capable

of exercising objective and impartial judgment on all issues

encompassed within the auditor’s engagement;

• the firm’s audit partners are members of Chartered Accountants

Australia New Zealand (CAANZ);

• the firm has not, within two years prior to the commencement

of the audit, had as a member of its audit engagement team the

Company’s Managing Director, Vice President Finance, Financial

Controller, or any member of the Company’s management who

act in a financial oversight role; and

• the firm does not allow the direct compensation of its audit

partners for selling non-audit services to the Company.

8 | CDL Investments New Zealand Limited
• outsourced internal audit and risk management services;

• legal services (these are services that could only be provided by a

person who is qualified in law);

• management functions;

• broker / dealer / investment adviser / investment banking

services;

• advocacy for the Company;

• actuarial services; and

• assistance in the recruitment of senior management.

These prohibitions apply to all offices of the audit firm, including

overseas offices and affiliates.

The billing arrangements for services provided by the Company’s

external auditors should not include any contingent fees.

It is expected that the Company’s external auditors will rigorously

comply with their own internal policies on independence and all

relevant professional guidance, including independence rules and

guidance issued by CAANZ.

While this policy does not prescribe any particular ratio of non-audit

service fees to audit fees, this ratio will be monitored by the Audit

Committee. Accordingly, the nature of services provided by the

Company’s auditors and the level of fees incurred should be reported

to the Audit Committee Chairman semi-annually (or sooner where

requested) to enable the Committee to perform its oversight role and

report back to the Board.

Development of local and overseas practice with regard to auditor

independence shall be monitored by the Audit Committee to ensure

that this policy remains consistent with best practice and meets the

Company’s needs.

The continued appointment of the Company’s external auditors is to

be confirmed annually by the Board on recommendation from the

Audit Committee.

Rotation of the lead audit partner or firm will be required every

five years. Lead audit partners who are rotated will be subject to a

two year cooling off period (i.e. two years must expire between the

rotation of an audit partner and that partner’s next engagement with

the Company). Accordingly it is expected that such a policy will be

adopted by the Company’s auditors.

The hiring by the Company of any former lead audit partner or

audit manager must first be approved by the Chairman of the Audit

Committee. There are no other restrictions on the hiring of other staff

from the audit firm.

KPMG were appointed as external auditors to the Company in 1985.

The lead external audit engagement partner was rotated in 2013. The

role of the external auditor is to plan and carry out an audit of the

Company’s annual financial reports and review the half-yearly reports.

CORPORATE GOVERNANCE - CONTINUED

EXTERNAL AUDITORS – continued

The general principles to be applied in assessing non-audit services

are as follows:

a) the external auditor should not have any involvement in the

production of financial information or preparation of financial

statements such that they might be perceived as auditing their

own work. This includes the provision of bookkeeping and payroll

services as well as valuation services where such valuation forms

an input into audited financial information;

b) the external auditor should not perform any function of

management, or be responsible for making management

decisions;

c) the external auditor should not be responsible for the design or

implementation of financial information systems; and

d) the separation between internal audit and external audit should

be maintained.

The Company’s Audit Committee shall pre-approve all audit and

related services that are to be provided by the auditor.

Aside from core external audit services, it is appropriate for the

Company’s auditors to provide the following services:

• due diligence (but not valuations) on proposed transactions;

• review of financial information where third party verification is

required or deemed necessary (outside the normal audit process);

• completion audits / reviews;

• financial model preparation or review;

• accounting policy advice (including opinions on compliance with

New Zealand and international Generally Accepted Accounting

Practice);

• listing advice;

• accounting/technical training; and

• taxation services of an assurance nature (e.g. review of

tax computations and returns prior to filing and advice on

interpretation and application of Inland Revenue’s rulings and

policies).

It is not considered appropriate for the Company’s external auditors

to provide:

• book keeping services related to accounting records or financial

statements;

• tax planning and strategy services unless specifically approved by

the Audit Committee;

• appraisal / valuation services including opinions as to fairness;

• provision of payroll services;

• the design or implementation of financial information systems;

8 | CDL Investments New Zealand Limited

CDL Investments New Zealand Limited | 9

CDL Investments New Zealand Limited and its Subsidiary | 9


• All Directors shall comply with the laws and regulations that

apply to the Company including any disclosure requirements.

• All Directors shall report any illegal or unethical behaviour of

which they become aware to the Chairman of the Board and to

the Chairman of the Audit Committee.

All of our employees are expected to act in the best interests of the

Company and to enhance the reputation of the Company. Guidance is

provided to management and employees by way of code of conduct

policies. The Company believes in fair dealing with its customers

and suppliers, shareholders, employees and other stakeholders and

external third parties.

We have a current Insider Trading Policy which applies to Directors

and Officers and a Whistleblowing Policy which extends to all

management and employees. The Whistleblowing Policy facilitates the

disclosure and impartial investigation of any serious wrongdoing. This

policy advises employees of their right to disclose serious wrongdoing,

and sets out the Company’s internal procedures for receiving and

dealing with such disclosures. The policy is consistent with, and

facilitates, the Protected Disclosures Act 2000 and is supported by the

Board.

DIVERSITY POLICY

(NZX Listing Rule 10.4.5(j))

CDL Investments New Zealand Limited is committed to pursuing a

culture of diversity within the Company. We recognise the importance

of supporting and valuing every employee as well as the promotion of

acceptance and inclusion in the workplace.

Pursuant to Listing Rule 10.4.5(j), set out below is a quantitative

breakdown of the gender composition of the Company’s directors and

officers as at 31 December 2016:

GENDER COMPOSITION BY NUMBER AND PERCENTAGE

POSITION 2015 2016

MALE FEMALE MALE FEMALE

Directors 6 (100%) 0 (0%) 6 (100%) 0 (0%)

Officers* 1 (50%) 1 (50%) 1 (50%) 1 (50%)

*Officers comprise the Company’s Managing Director / CEO and his direct reports.

COMMUNICATIONS WITH SHAREHOLDERS

We are committed to enabling all shareholders and investors to have

equal access to company information. The Company communicates

with shareholders through the half-yearly and annual reports,

through the company website (www.cdlinvestments.co.nz) and the

presentations to the annual meeting by the Chairman and Managing

Director. The Company also communicates to shareholders and

investors through announcements made to the NZX in accordance

with the continuous disclosure requirements at law and under the

Listing Rules.

CORPORATE GOVERNANCE - CONTINUED

The Audit Committee reviews the performance and independence of

the external auditors.

The Company’s external auditors are invited to the Company’s Annual

Meeting and are available to answer any questions from shareholders

as to the audit and the content of the report.

INTERNAL CONTROLS AND RISK MANAGEMENT

The Company has a series of internal controls in place relating to

areas such as financial monitoring and reporting, human resources

and risk management. Management is primarily responsible for

monitoring and reporting against internal controls and remedying

any deficiencies. In addition, the Company maintains an internal audit

function to conduct internal audits and reviews of the Company’s

operations. The Company has in place insurance arrangements

appropriate to its business with global insurers with a high prudential

rating.

ETHICAL STANDARDS

(NZX Code paragraphs 1.1, 1.2, 1.3)

The Company has a formal Code of Ethics which states that:

• All Directors shall undertake their duties with due care and

diligence at all times and will conduct themselves honestly

and with integrity. All Directors shall not do anything, or cause

anything to be done, which may or does bring the Company or

the Board into disrepute.

• To the best of their ability, all Directors will use reasonable

endeavours to ensure that the Company’s records and documents

(including its financial reports) are true and complete and comply

with the requisite reporting standards and controls.

• So that the Board may determine a Director’s independence and

to ensure that there are no conflicts of interest, all Directors shall

disclose all relevant business and / or personal interests they may

have to the Board as well as any relationships they may have

with the Company as soon as possible.

• All Directors shall ensure that they do not support any

organisation other than in a personal capacity without the prior

approval of the Chairman.

• Directors shall not accept gifts or personal benefits from external

parties if it could be perceived that this could compromise or

influence any decision by the Board or by the Company.

• All Directors shall maintain and protect the confidentiality of

all information about the Company at all times except where

disclosure is permitted or required by law.

• All Directors shall ensure that they do not use Company

information and property for personal gain or profit. All Directors

shall use and / or retain Company information and property

only for business purposes in their capacity as Directors of the

Company or to meet legal obligations.

CDL Investments New Zealand Limited | 9

10 | CDL Investments New Zealand Limited
2015

2014

2013

2012

2013

2014

2012

2015

2016

2013

2014

2012

2015

2016

2015

2016

2014

2013

2012

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Property Sales & Other Income

Profit for the Year

1,000

6,000

16,000

11,000

21,000

26,000

31,000

Dollars ($ '000)

2016

50,000

70,000

90,000

110,000

130,000

150,000

170,000

Dollars ($ '000)

Group Equity

20.0

25.0

30.0

35.0

40.0

45.0

50.0

55.0

60.0

65.0

Cents per share

Asset Backing Per Share (Before Distribution)

Dollars ($ '000)

2015

2014

2013

2012

2013

2014

2012

2015

2016

2013

2014

2012

2015

2016

2015

2016

2014

2013

2012

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Property Sales & Other Income

Profit for the Year

1,000

6,000

16,000

11,000

21,000

26,000

31,000

Dollars ($ '000)

2016

50,000

70,000

90,000

110,000

130,000

150,000

170,000

Dollars ($ '000)

Group Equity

20.0

25.0

30.0

35.0

40.0

45.0

50.0

55.0

60.0

65.0

Cents per share

Asset Backing Per Share (Before Distribution)

Dollars ($ '000)

FINANCIAL SUMMARY

For the year ended 31 December 2016

TREND STATEMENT

For the year ended 31 December 2016

Property Sales & Other Income

Profit for the Year

Group Equity

Asset Backing Per Share (Before Distribution)

2015

2014

2013

2012

2013

2014

2012

2015

2016

2013

2014

2012

2015

2016

2015

2016

2014

2013

2012

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Property Sales & Other Income

Profit for the Year

1,000

6,000

16,000

11,000

21,000

26,000

31,000

Dollars ($ '000)

2016

50,000

70,000

90,000

110,000

130,000

150,000

170,000

Dollars ($ '000)

Group Equity

20.0

25.0

30.0

35.0

40.0

45.0

50.0

55.0

60.0

65.0

Cents per share

Asset Backing Per Share (Before Distribution)

Dollars ($ '000)

2015

2014

2013

2012

2013

2014

2012

2015

2016

2013

2014

2012

2015

2016

2015

2016

2014

2013

2012

0

10,000

20,000

30,000

40,000

50,000

60,000

70,000

80,000

Property Sales & Other Income

Profit for the Year

1,000

6,000

16,000

11,000

21,000

26,000

31,000

Dollars ($ '000)

2016

50,000

70,000

90,000

110,000

130,000

150,000

170,000

Dollars ($ '000)

Group Equity

20.0

25.0

30.0

35.0

40.0

45.0

50.0

55.0

60.0

65.0

Cents per share

Asset Backing Per Share (Before Distribution)

Dollars ($ '000)

CDL INVESTMENTS NEW ZEALAND LIMITED & ITS SUBSIDIARY

In thousands of dollars (unless otherwise stated) 2012 2013 2014 2015 2016

Property sales & other income 26,455 38,352 44,160 47,599 74,471

Profit before income tax 12,925 18,550 20,537 24,159 37,538

Profit for the year 9,303 13,404 14,710 17,473 27,028

Earnings per share 3.50c 4.92c 5.35c 6.33c 9.77c

Dividends per share 1.7c 2.0c 2.2c 2.2c 3.0c

Percentage of dividends per share over earnings per share 48.6% 40.7% 41.1% 34.8% 30.7%

Asset backing per share (before distributions) 39.6c 43.3c 46.6c 50.8c 58.4c

Total assets 108,030 120,335 130,469 142,680 168,277

Group equity 106,468 118,865 128,489 140,289 161,795

Annual Report 2016 | 11

CDL INVESTMENTS NEW ZEALAND LIMITED

FINANCIAL STATEMENTS – CONTENTS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 12

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 13

CONSOLIDATED STATEMENT OF FINANCIAL POSITION 14

CONSOLIDATED STATEMENT OF CASH FLOWS 15-16

NOTES TO THE FINANCIAL STATEMENTS 17-27

INDEPENDENT AUDITOR'S REPORT 28-30


REGULATORY DISCLOSURES 31-32

STATUTORY INFORMATION 33-35

REGULATORY DISCLOSURES & STATUTORY INFORMATION –

CONTENTS

12 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

The accompanying notes form part of, and should be read in conjunction with these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2016

GROUP

In thousands of dollars Note 2016 2015

Revenue 74,434 47,540

Cost of sales (33,747) (20,908)

Gross Profit 40,687 26,632

Other income 37 59

Administrative expenses 3, 4 (217) (205)

Property expenses (583) (471)

Selling expenses (2,246) (1,751)

Other expenses 3, 4 (1,096) (957)

Results from operating activities 36,582 23,307

Finance income 5 956 852

Net finance income 956 852

Profit before income tax 37,538 24,159

Income tax expense 6 (10,510) (6,686)

Profit for the period 27,028 17,473

Total comprehensive income for the period 27,028 17,473

Profit attributable to:

Equity holders of the parent 27,028 17,473

Total comprehensive income for the period 27,028 17,473

Earnings per share

Basic earnings per share (cents) 13 9.77 6.33

Diluted earnings per share (cents) 13 9.77 6.33

Annual Report 2016 | 13

CDL INVESTMENTS NEW ZEALAND LIMITED

The accompanying notes form part of, and should be read in conjunction with these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2016

GROUP

In thousands of dollars Note Share Capital Retained Earnings Total Equity

Balance at 1 January 2015 52,907 75,582 128,489

Total comprehensive income for the period

Profit for the period - 17,473 17,473

Total comprehensive income for the period - 17,473 17,473

Transactions with owners of the Company

Shares issued under dividend reinvestment plan 12 387 - 387

Dividend to shareholders 12 - (6,060) (6,060)

Supplementary dividend - (167) (167)

Foreign investment tax credits - 167 167

Balance at 31 December 2015 53,294 86,995 140,289

Balance at 1 January 2016 53,294 86,995 140,289

Total comprehensive income for the period

Profit for the period - 27,028 27,028

Total comprehensive income for the period - 27,028 27,028

Transactions with owners of the Company

Shares issued under dividend reinvestment plan 12 552 - 552

Dividend to shareholders 12 - (6,074) (6,074)

Supplementary dividend - (178) (178)

Foreign investment tax credits - 178 178

Balance at 31 December 2016 53,846 107,949 161,795

14 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2016

GROUP

In thousands of dollars Note 2016 2015

SHAREHOLDERS’ EQUITY

Issued capital 12 53,846 53,294

Retained earnings 107,949 86,995

Total Equity 161,795 140,289

Represented by:

NON CURRENT ASSETS

Property, plant and equipment 5 3

Development property 8 84,631 88,304

Investment in associate 2 2

Total Non Current Assets 84,638 88,309

CURRENT ASSETS

Cash and cash equivalents 11 1,989 9,993

Short term deposits 14 45,500 5,000

Trade and other receivables 10 3,018 1,131

Development property 8 33,132 38,247

Total Current Assets 83,639 54,371

Total Assets 168,277 142,680

NON CURRENT LIABILITIES

Deferred tax liabilities 9 2 19

Total Non Current liabilities 2 19

CURRENT LIABILITIES

Trade and other payables 4,312 201

Employee entitlements 22 33

Income tax payable 2,146 2,138

Total Current Liabilities 6,480 2,372

Total Liabilities 6,482 2,391

Net Assets 161,795 140,289

For and on behalf of the Board

R AUSTIN, DIRECTOR, 17 February 2017 BK CHIU, MANAGING DIRECTOR, 17 February 2017

The accompanying notes form part of, and should be read in conjunction with these financial statements.

Annual Report 2016 | 15

CDL INVESTMENTS NEW ZEALAND LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 December 2016

GROUP

In thousands of dollars Note 2016 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Cash was provided from:

Receipts from customers 72,643 47,576

Interest received 897 1,210

Cash was applied to:

Payment to suppliers (24,591) (44,819)

Payment to employees (408) (366)

Purchase of development land - (8,697)

Income tax paid (10,341) (6,102)

Net Cash Inflow/(Outflow) from Operating Activities 38,200 (11,198)

CASH FLOWS FROM INVESTING ACTIVITIES

Cash was provided from:

Short term deposits 5,000 29,500

Cash was applied to:

Purchase of plant and equipment (4) (1)

Short term deposits (45,500) (5,000)

Net Cash Inflow/(Outflow) From Investing Activities (40,504) 24,499

CASH FLOWS FROM FINANCING ACTIVITIES

Cash was applied to:

Dividend paid (5,522) (5,673)

Supplementary dividend paid (178) (167)

Net Cash Outflow from Financing Activities (5,700) (5,840)

Net Increase/(Decrease) in Cash and Cash Equivalents (8,004) 7,461

Add Opening Cash and Cash Equivalents 9,993 2,532

Closing Cash and Cash Equivalents 11 1,989 9,993

The accompanying notes form part of, and should be read in conjunction with these financial statements.

16 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS - continued

For the year ended 31 December 2016

GROUP

In thousands of dollars Note 2016 2015

RECONCILIATION OF PROFIT FOR THE PERIOD TO CASH FLOWS

FROM OPERATING ACTIVITIES

Net Profit after Taxation 27,028 17,473

Adjusted for non cash items:

Depreciation 2 2

Income tax expense 6 10,510 6,686

Adjustments for movements in working capital:

(Increase)/Decrease in receivables (1,887) 335

(Increase)/Decrease in development properties 8,788 (29,586)

Increase/(Decrease) in payables 4,100 (6)

Cash generated from/(absorbed by) operating activities 48,541 (5,096)

Income tax paid (10,341) (6,102)

Cash Inflow/(Outflow) from Operating Activities 38,200 (11,198)

The accompanying notes form part of, and should be read in conjunction with these financial statements.

Annual Report 2016 | 17

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2016

SIGNIFICANT ACCOUNTING POLICIES

REPORTING ENTITY

CDL Investments New Zealand Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and

listed on the New Zealand Stock Exchange. The Company is a FMC Reporting Entity in terms of the Financial Markets Conduct Act 2013 and

the Financial Reporting Act 2013.

The financial statements of the Company for the year ended 31 December 2016 comprises the Company and its subsidiary (together referred to

as the “Group”).

The principal activity of the Group is the development and sale of residential land properties.

(a) Statement of compliance

The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They

comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting

Standards, as appropriate for Tier 1 profit-oriented entities. The financial statements also comply with International Financial Reporting

Standards (“IFRS”).

The financial statements were authorised for issuance on 17 February 2017.

(b) Basis of preparation

The financial statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All financial information

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

The financial statements have been prepared on the historical cost basis.

The preparation of financial statements in conformity with NZ IFRS requires management to make judgements, estimates and assumptions

that affect the application of company policies and reported amounts of assets and liabilities, income and expenses. Estimates and

underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the

estimate is revised and in any future period affected.

In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that

have the most significant effect on the amounts recognised in the financial statements are described in Note 2 – Accounting Estimates

and Judgements.

(c) Changes in accounting policies

The accounting policies have been applied consistently to all periods presented in these financial statements.

(d) Basis of consolidation

(i) Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable

returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial

statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date

on which control ceases.

(ii) Transactions eliminated on consolidation

Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in

preparing these consolidated financial statements.

(e) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments comprise, trade and other receivables, cash and cash equivalents, short term deposits, and trade and

other payables.

Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any

directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described

below.

Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group

transfer the financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities

are derecognised if the Group’s obligations specified in the contract expire or are discharged or cancelled.

Accounting for finance income and expense is discussed in accounting policy m(ii).

18 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

SIGNIFICANT ACCOUNTING POLICIES – continued

(f) Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation. The cost of purchased property, plant

and equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs,

which have been incurred in bringing the assets to the location and condition necessary for their intended service. Where parts

of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant

and equipment.

Depreciation on assets is calculated using the straight-line method to allocate cost to their residual values over their estimated useful

lives, as follows:

Plant and equipment 3 - 10 years

Gains or losses arising from the retirement or disposal of property, plant and equipment are determined as the difference between the

net disposal proceeds and the carrying amount of the asset and are recognised in the profit or loss account on the date of retirement or

disposal.

(g) Development property

Property held for future development is stated at the lower of cost and net realisable value. The net realisable value is determined by

independent valuers. Cost includes the cost of acquisition, development, and holding costs such as interest. Interest and other holding

costs incurred after completion of development are expensed as incurred. All holding costs are written off through profit or loss in the

year incurred with the exception of interest holding costs which are capitalised during the period when active development is taking place.

Revenue and profit are not recognised on development properties until the legal title passes to the buyer when the full settlement of the

purchase consideration of the properties occurs.

(h) Trade and other receivables

Trade and other receivables are stated at their cost less impairment losses.

(i) Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less. Bank overdrafts

that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash

equivalents for the purpose of the statement of cash flows.

(j) Impairment

The carrying amounts of the Group’s assets other than income tax receivable and deferred tax assets are reviewed at each balance date

to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated (see

accounting policy j(i)).

An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.

Impairment losses are recognised in profit or loss.

(i) Calculation of recoverable amount

The recoverable amount of an asset is the greater of its net selling price and value in use. In assessing value in use, the estimated future

cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value

of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount

is determined for the cash-generating unit to which the asset belongs. The recoverable amount of the Group’s receivables with short

duration is not discounted.

(ii) Reversals of impairment

An impairment loss in respect of a receivable carried at amortised cost is reversed if the subsequent increase in recoverable amount can be

related objectively to an event occurring after the impairment loss was recognised.

An impairment loss in respect of other assets is reversed if there has been a change in the estimates used to determine the recoverable

amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have

been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(k) Employee long-term service benefits

The Group’s net obligation in respect of long-term service benefits, is the amount of future benefit that employees have earned in return

for their service in the current and prior periods. The obligation is calculated using their expected remunerations and an assessment of

likelihood the liability will arise.

(l) Trade and other payables

Trade and other payables are stated at cost.

Annual Report 2016 | 19

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

SIGNIFICANT ACCOUNTING POLICIES – continued

(m) Expenses

(i) Operating lease payments

Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives

received are recognised in profit or loss as an integral part of the total lease expense.

(ii) Finance income and expense

Finance income and expense comprise interest payable on borrowings calculated using the effective interest rate method, interest

receivable on funds invested, and dividend income that are recognised in the profit or loss.

Finance income is recognised in profit or loss as it accrues, using the effective interest method. Dividend income is recognised in profit or

loss on the date the entity’s right to receive payments is established.

Interest attributable to funds used to finance the acquisition, development or construction of property held for sale is capitalised gross of

tax relief and added to the cost of the property during the period when active development takes place.

(n) Income tax

Income tax for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it

relates to items recognised directly in equity or other comprehensive income, in which case it is recognised in equity or in other

comprehensive income.

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

date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes. The temporary differences relating to investments in subsidiaries are not provided

for to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the

expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively

enacted at the balance date.

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

can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(o) Revenue

Revenue represents amounts derived from:

• Land and property sales: recognised on the transfer of the related significant risk and rewards of ownership which is when legal title

passes to the buyer and full settlement of the purchase consideration of the property occurs.

(p) Operating segment reporting

An operating segment is a distinguishable component of the Group:

• that is engaged in business activities from which it earns revenues and incurs expenses,

• whose operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions on resource

allocation to the segment and assess its performance, and

• for which discrete financial information is available.

(q) Investments in associates

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating

policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the

arrangement, rather than rights to its assets and obligations for its liabilities.

Interests in associates and the joint venture are accounted for using the equity method. They are initially recognised at cost, which

includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit

or loss and OCI of equity-accounted investees, until the date on which significant influence or joint control ceases.

When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any

long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an

obligation or has made payments on behalf of the associate.

(r) New standards and interpretations not yet adopted

The following new standards and amendments to standards are not yet effective for the year ended 31 December 2016, and have not been

applied in preparing these consolidated financial statements:

• NZ IFRS 9 – Financial Instruments (effective after 1 January 2018)

• NZ IFRS 15 – Revenue from Contracts with Customers (effective 1 January 2018)

• NZ IFRS 16 – Leases (effective 1 January 2019)

• Disclosure Initiative (Amendments to IAS 7: Cash Flow Statements (effective after 1 January 2017)

The adoption of these standards is not expected to have a material impact on the Group’s financial statements.

20 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

1. SEGMENT REPORTING

Operating segments

The single operating segment of the Group consists of property operations, comprising the development and sale of residential land sections.

The Group has determined that its chief operating decision maker is the Board of Directors on the basis that it is this group which determines

the allocation of resources to segments and assesses their performance.

Geographical segments

Segment revenue is based on the geographical location of the segment assets. All segment revenues are derived in New Zealand.

Segment assets are based on the geographical location of the development property. All segment assets are located in New Zealand.

The Group has no major customer representing greater than 10% of the Group’s total revenues.

2. ACCOUNTING ESTIMATES AND JUDGEMENTS

Management discussed with the Audit Committee the development, selection and disclosure of the Group’s critical accounting policies and

estimates and the application of these policies and estimates.

Key sources of estimation uncertainty

In Note 14 detailed analysis is given of the interest rate and credit risk exposure of the Group and risks in relation thereto. The Group is also

exposed to a risk of impairment to development properties should the carrying value exceed the market value due to market fluctuations in

the value of development properties. However, there is no indication of impairment as in Note 8 the carrying value of development properties

is $117,762,000 (2015: $126,551,000) while the market value determined by an independent registered valuer is $297,032,000 (2015:

$265,010,000).

3. ADMINISTRATIVE AND OTHER EXPENSES

The following items of expenditure are included in administrative and other expenses: GROUP

In thousands of dollars Note 2016 2015

Auditors’ remuneration

- Audit fees 51 47

- Tax compliance & advisory 14 11

Depreciation 2 2

Directors’ fees 17 95 95

Operating lease and rental payments 76 76

Other 667 565

Total excluding personnel expenses 905 796

4. PERSONNEL EXPENSES GROUP

In thousands of dollars 2016 2015

Wages and salaries 390 341

Employee related expenses and benefits 17 25

Increase in liability for long-service leave 1 -

408 366

Annual Report 2016 | 21

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

5. NET FINANCE INCOME GROUP

In thousands of dollars 2016 2015

Interest income 956 852

Net finance income 956 852

6. INCOME TAX EXPENSE

Recognised in the statement of comprehensive income GROUP

In thousands of dollars 2016 2015

Current tax expense


Current year 10,527 6,794

Adjustments for prior years - (79)

10,527 6,715

Deferred tax expense

Origination and reversal of temporary differences (17) (29)

(17) (29)

Total income tax expense in the statement of comprehensive income 10,510 6,686

Reconciliation of effective tax rate GROUP

In thousands of dollars 2016 2015

Profit before income tax 37,538 24,159

Income tax using the company tax rate of 28% (2015: 28%) 10,510 6,765

Adjusted for:

Over provided in prior years - (79)

10,510 6,686

Effective tax rate 28% 28%

7. IMPUTATION CREDITS GROUP

In thousands of dollars 2016 2015

Imputation credits available for use in subsequent reporting periods 41,551 30,451

22 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

8. DEVELOPMENT PROPERTY GROUP

In thousands of dollars 2016 2015

Expected to settle greater than one year 84,631 88,304

Expected to settle within one year 33,132 38,247

Development property 117,763 126,551

Development property is carried at the lower of cost and net realisable value. No interest (2015: nil) has been capitalised during the year. The

value of development property held at 31 December 2016 was determined, on an open market existing use basis, by an independent registered

valuer, DM Koomen SPINZ of Extensor Advisory Limited as $297.0 million (2015: $265.0 million).

The fair value of development property as determined by the independent valuer is categorised as Level 3 based on the inputs to the valuation

methodology. The basis of the valuation is the hypothetical subdivision approach and/or block land sales comparisons to derive the residual

block land values. The major unobservable inputs that are used in the valuation model that require judgement include the individual section

prices, allowances for profit and risk, projected completion and sell down periods and interest rates during the holding period. The estimated

fair value would increase or (decrease) if: the individual section prices were higher/(lower); the allowances for profit were higher/(lower); the

allowances for risk were lower/(higher); the projected completion and sell down periods were shorter/(longer); and the interest rate during the

holding period was lower/(higher).

9. DEFERRED TAX ASSETS AND LIABILITIES

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following: GROUP

Assets Liabilities Net

In thousands of dollars 2016 2015 2016 2015 2016 2015

Plant and equipment - - - (1) - (1)

Development property - - (50) (60) (50) (60)

Employee benefits 44 38 - - 44 38

Trade and other payables 4 4 - - 4 4

Net tax assets/(liabilities) 48 42 (50) (61) (2) (19)

Movement in deferred tax balances during the year GROUP

In thousands of dollars Balance 1 Jan 2015 Recognised in profit or loss Balance 31 Dec 2015

Plant and equipment - (1) (1)

Development property (94) 34 (60)

Employee benefits 42 (4) 38

Trade and other payables 3 1 4

(49) 30 (19)

GROUP

In thousands of dollars Balance 1 Jan 2016 Recognised in profit or loss Balance 31 Dec 2016

Plant and equipment (1) 1 -

Development property (60) 10 (50)

Employee benefits 38 6 44

Trade and other payables 4 - 4

(19) 17 (2)

Annual Report 2016 | 23

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

10. TRADE AND OTHER RECEIVABLES GROUP

In thousands of dollars 2016 2015

Trade receivables 9 448

Other receivables and prepayments 3,009 683

Trade and other receivables 3,018 1,131

None of the trade and other receivables are impaired.

11. CASH AND CASH EQUIVALENTS GROUP

In thousands of dollars 2016 2015

Bank balances 1,989 2,993

Call deposits - 7,000

Cash and cash equivalents 1,989 9,993


12. CAPITAL AND RESERVES PARENT

Share capital 2016 2016 2015 2015

Shares ‘000s $000’s Shares ‘000s $000’s

Shares issued 1 January 276,093 53,294 275,468 52,907

Issued under dividend reinvestment plan 854 552 625 387

Total shares issued and outstanding 276,947 53,846 276,093 53,294

All shares carry equal rights and rank pari passu with regard to residual assets of the Company and do not have a par value.

At 31 December 2016, the authorised share capital consisted of 276,947,325 fully paid ordinary shares (2015: 276,093,676).

Dividend Reinvestment Plan

In 1998, the Company adopted a Dividend Reinvestment Plan pursuant to which shareholders may elect to receive ordinary dividends in the

form of either cash or additional shares in the Company. The additional shares are issued at the weighted average market price for the shares

traded over the first five business days immediately following the Record Date.

Accordingly, the Company issued 853,649 additional shares under the Dividend Reinvestment Plan on 19 May 2016 (2015: 625,311) at a strike

price of $0.6461 per share issued (2015: $0.6190).

Dividends

The following dividends were declared and paid during the year 31 December:

PARENT

In thousands of dollars 2016 2015

2.2 cents per qualifying ordinary share (2015: 2.2 cents) 6,074 6,060

6,074 6,060

After 31 December 2016 the following dividends were declared by the directors. The dividends have not been provided for and there are

no income tax consequences. It is anticipated that a portion of the dividends declared will be paid by way of shares through the Dividend

Reinvestment Plan.

In thousands of dollars

PARENT

3.0 cents ordinary dividend per qualifying ordinary share 8,308

3.0 cents total dividend per qualifying ordinary share 8.308

24 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

13. EARNINGS PER SHARE

Basic and diluted earnings per share

The calculation of basic and diluted earnings per share at 31 December 2016 was based on the profit attributable to ordinary shareholders of

$27,028,000 (2015: $17,473,000); and weighted average number of ordinary shares outstanding during the year ended 31 December 2016 of

276,663,000 (2015: 275,885,000), calculated as follows:

Profit attributable to ordinary shareholders (basic & diluted) GROUP

In thousands of dollars 2016 2015

Profit for the period 27,028 17,473

Profit attributable to ordinary shareholders 27,028 17,473

Weighted average number of ordinary shares PARENT

2016 2015

Shares ‘000s Shares ‘000s

Issued ordinary shares at 1 January 276,093 275,468

Effect of 853,649 shares issued in May 2016 570 -

Effect of 625,311 shares issued in May 2015 - 417

Weighted average number of ordinary shares at 31 December 276,663 275,885

14. FINANCIAL INSTRUMENTS

The Group only holds non-derivative financial instruments which comprise trade and other receivables, cash and cash equivalents, short term

deposits, and trade and other payables. Exposure to credit and interest rate risks arises in the normal course of the Group’s business.

GROUP

In thousands of dollars Note 2016 2015

Financial Assets

Cash and cash equivalents 11 1,989 9,993

Short term deposits 45,500 5,000

Trade and other receivables 10 3,018 1,131

Financial Liabilities

Trade and other payables 4,312 201

Credit risk

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on

all customers requiring credit over a certain amount. The Group does not require collateral in respect of financial assets.

The key factor in managing risk is that Certificate of Title are only transferred to the purchaser when all cash is received in full upon

settlement.

The Group’s exposure to credit risk is mainly influenced by its customer base. As such it is concentrated to the default risk of its industry.

However, geographically there is no credit risk concentration.

Investments are allowed only in liquid securities and only with counterparties that have a credit rating equal to or better than the Group.

Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.

At the balance date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying

amount of each financial asset.

Annual Report 2016 | 25

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

14. FINANCIAL INSTRUMENTS – continued

Interest rate risk

The Group has no exposure to interest rate risk as there are no funding facilities (2015: nil). However, the Group is exposed to movements

in interest rates on short-term investments which is explained in the Sensitivity analysis. Interest income is earned on the cash and cash

equivalent balance and the short term deposits balance.

Effective interest and repricing analysis

In respect of income earning financial assets, the following tables indicate the effective interest rates at the balance sheet date and the periods

in which they reprice.

GROUP

2016 2015

Note Effective Total 6 months 6-12 Effective Total 6 months

In thousands of dollars interest rate or less months interest rate or less

Cash and cash equivalents 11 0.00% to 1.85% 1,989 1,989 - 0.00% to 3.50% 9,993 9,993

Short term deposits 3.11% to 3.60% 45,500 26,000 19,500 3.53% 5,000 5,000

47,489 27,989 19,500 14,993 14,993

Sensitivity analysis

The Group manages interest rate risk by maximising its interest income through forecasting its cash requirements and cash inflows. Over the

longer-term, however, permanent changes in interest rates will have an impact on profit.

A decrease of one percentage point in interest rates would have decreased the Group’s profit before income tax by $246,000 (2015: $136,000)

in the current period.

Liquidity risk

Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an ongoing

basis. In general, the Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial

liabilities. It is the Group’s policy to provide credit and liquidity enhancement only to wholly owned subsidiaries.

The following table sets out the contractual cash flows for all financial liabilities that are settled on a gross cash flow basis:

GROUP

2016 2015

In thousands of dollars Balance Sheet 6 months or less 6-12 months Balance Sheet 6 months or less

Trade and other payables 4,312 3,585 727 201 201

4,312 3,585 727 201 201

Estimation of fair values

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the

above tables.

(a) Cash, accounts receivable, accounts payable and related party receivables. The carrying amount for these balances approximate their fair

value because of the short maturities of these items.

Capital management

The Group’s capital includes share capital and retained earnings.

The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future

development of the business. The impact of the level of capital on shareholders’ return is also recognised and the Group recognises the need

to maintain a balance between the higher returns that might be possible with greater gearing and the advantages and security afforded by a

sound capital position.

The Group is not subject to any external imposed capital requirements.

The allocation of capital is, to a large extent, driven by optimisation of the return achieved on the capital allocated.

The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.

There have been no material changes in the Group’s management of capital during the period.

26 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

15. OPERATING LEASES

Leases as Lessee

Non-cancellable operating lease rentals are payable as follows: GROUP

In thousands of dollars 2016 2015

Less than one year 11 16

Between one and five years 5 16

16 32

During the year ended 31 December 2016, $16,000 was recognised as an expense in profit or loss in respect of operating leases (2015: $16,000)

and $37,000 (2015: $58,000) was recognised as other income in profit or loss in respect of leases.

16. CAPITAL COMMITMENTS

As at 31 December 2016, the Group has entered into contracts for construction on development properties of $13,589,000 (2015: $12,509,000).

17. RELATED PARTIES

Identity of related parties

The Group has a related party relationship with its subsidiary as well as a fellow subsidiary of its parent (see Note 18), and with its Directors

and executive officers.

Transactions with key management personnel

None of the Directors of the Company and their immediate relatives have control of the voting shares of the Company. Key management

personnel include the Board comprising non-executive directors and executive directors.

The total remuneration and value of other benefits earned by each of the Directors of the Company for the year ending 31 December 2016 was:

GROUP

In thousands of dollars 2016 2015

VWE Yeo 30 30

RL Challinor - 12

R Austin 35 23

J Henderson 30 30

Total for non-executive directors 95 95

BK Chiu - -

Total for executive directors - -

95 95

Non-executive directors receive director’s fees only. The executive directors do not receive remuneration or any other benefits as a director of

the Parent Company or of the Company’s subsidiary.

Total remuneration of non-executive directors is included in “administrative and other expenses” (see Note 3).

Annual Report 2016 | 27

CDL INVESTMENTS NEW ZEALAND LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued

For the year ended 31 December 2016

17. RELATED PARTIES – continued

Investment in associate

The Group’s subsidiary, CDL Land New Zealand Limited, has a 33.33% investment in Prestons Road Limited. The principal activities of

Prestons Road Limited are as a service provider and in this regard, it is charged with engaging suitably qualified consultants in fields such as

geotechnical engineering, resource management compliance, subdivision of land, legal and regulatory compliance and related issues.

The associate has no revenue or expenses, therefore the Group’s share of profit in its associate for the year was nil (2015: nil).

Summary unaudited financial information for the associate, not adjusted for the percentage ownership held by the Group:

Prestons Road Limited GROUP

In thousands of dollars 2016 2015

Current assets 46 260

Current liabilities 40 (254)

Net assets (100%) 6 6

Group interests 33.33% 33.33%

Group’s interest of net assets 2 2

Carrying amount in associates 2 2

Movements in the carrying value of the associate: GROUP

In thousands of dollars 2016 2015

Balance at 1 January 2 2

Purchase of investment - -

Balance at 31 December 2 2

18. GROUP ENTITIES

Control of the Group

CDL Investments New Zealand Limited is a subsidiary of Millennium & Copthorne Hotels New Zealand Limited by virtue of Millennium &

Copthorne Hotels New Zealand Limited owning 66.70% (2015: 66.91%) of the Company and having three out of six of the Directors on the

Board. Millennium & Copthorne Hotels New Zealand Limited is 70.22% owned by CDL Hotels Holdings New Zealand Limited, which is a wholly

owned subsidiary of Millennium & Copthorne Hotels plc in the United Kingdom. The ultimate holding company is Hong Leong Investment

Holdings Pte Ltd in Singapore.

During the year CDL Investments New Zealand Limited has reimbursed its parent, Millennium & Copthorne Hotels New Zealand Limited,

$304,000 (2015: $230,000) for expenses incurred by the parent on behalf of the Group.

During 2016, CDL Investments New Zealand Limited issued no additional shares (2015: nil) to its parent, Millennium & Copthorne Hotels

New Zealand Limited, under the Dividend Reinvestment Plan (see Note 12). The total shares on issue to Millennium & Copthorne Hotels New

Zealand Limited is 184,724,438 (2015: 184,724,438).




28


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the company) and its subsidiary

(the Group) on pages 12 to 27:

i. present fairly in all material respects the Group’s

financial position as at 31 December 2016 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying

consolidated financial statements which

comprise:

— the consolidated statement of financial position

as at 31 December 2016;

— the consolidated statement of comprehensive

income, statement of changes in equity and

statement of cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

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

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and tax advisory

services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on

normal terms within the ordinary course of trading activities of the business of the group. These matters have

not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the

group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

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

and on the consolidated financial statements as a whole.




28


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the company) and its subsidiary

(the Group) on pages 12 to 27:

i. present fairly in all material respects the Group’s

financial position as at 31 December 2016 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying

consolidated financial statements which

comprise:

— the consolidated statement of financial position

as at 31 December 2016;

— the consolidated statement of comprehensive

income, statement of changes in equity and

statement of cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

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

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and tax advisory

services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on

normal terms within the ordinary course of trading activities of the business of the group. These matters have

not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the

group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

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

and on the consolidated financial statements as a whole.




28


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the company) and its subsidiary

(the Group) on pages 12 to 27:

i. present fairly in all material respects the Group’s

financial position as at 31 December 2016 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying

consolidated financial statements which

comprise:

— the consolidated statement of financial position

as at 31 December 2016;

— the consolidated statement of comprehensive

income, statement of changes in equity and

statement of cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

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

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and tax advisory

services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on

normal terms within the ordinary course of trading activities of the business of the group. These matters have

not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the

group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

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

and on the consolidated financial statements as a whole.




28


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the company) and its subsidiary

(the Group) on pages 12 to 27:

i. present fairly in all material respects the Group’s

financial position as at 31 December 2016 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying

consolidated financial statements which

comprise:

— the consolidated statement of financial position

as at 31 December 2016;

— the consolidated statement of comprehensive

income, statement of changes in equity and

statement of cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

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

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and tax advisory

services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on

normal terms within the ordinary course of trading activities of the business of the group. These matters have

not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the

group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

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

and on the consolidated financial statements as a whole.




28


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the company) and its subsidiary

(the Group) on pages 12 to 27:

i. present fairly in all material respects the Group’s

financial position as at 31 December 2016 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying

consolidated financial statements which

comprise:

— the consolidated statement of financial position

as at 31 December 2016;

— the consolidated statement of comprehensive

income, statement of changes in equity and

statement of cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

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

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and tax advisory

services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on

normal terms within the ordinary course of trading activities of the business of the group. These matters have

not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the

group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

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

and on the consolidated financial statements as a whole.






29


The materiality for the consolidated financial statements as a whole was set at $1.8 million determined with

reference to a benchmark of group profit before tax. We chose the benchmark because, in our view, this is a key

measure of the group’s performance.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Capitalisation of development costs

Refer to note 8 of the consolidated

financial statements.

The Group’s development property

comprises land and costs incurred to

develop land into subdivisions and

individual properties for sale. At

$117.7m this represents 70% of

assets on the consolidated

statement of financial position.

Determining whether to capitalise or

expense costs relating to

development of the land is

subjective as it depends whether the

costs enhance the land or maintain

the current value. In addition there is

significant judgement in determining

how to allocate the costs to

individual properties.

To assess the capitalisation of development costs we examined the

operating effectiveness of the group’s process to capitalise and record

development costs. We then obtained invoices for a sample of

capitalised costs to check whether the nature of the expense met the

capitalisation criteria in the accounting standards. We found no

exceptions.

Our procedures over the allocation of these development costs

involved considering the costs capitalised to properties sold versus

costs capitalised to the remaining properties in the portfolio, and in

comparison to realised value upon sale. We also checked for

consistency in approach between periods. The evidence we obtained

demonstrated the allocation of costs were in line with our expectations.


Other Information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information may include the Directors’ review, disclosures relating to corporate governance, the

trend statement and financial summary. Our opinion on the consolidated financial statements does not cover any

other information and we do not express any form of assurance conclusion thereon.

The Annual Report is expected to be made available to us after the date of this audit report. Our responsibility is

to read the Annual Report when it becomes available and consider whether the other information it contains is

materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or

otherwise appear misstated. If so, we are required to report such matters to the Directors.





28


Independent Auditor’s Report

To the shareholders of CDL Investments New Zealand Limited

Report on the consolidated financial statements

Opinion

In our opinion, the accompanying consolidated

financial statements of CDL Investments New

Zealand Limited (the company) and its subsidiary

(the Group) on pages 12 to 27:

i. present fairly in all material respects the Group’s

financial position as at 31 December 2016 and

its financial performance and cash flows for the

year ended on that date; and

ii. comply with New Zealand Equivalents to

International Financial Reporting Standards and

International Financial Reporting Standards.

We have audited the accompanying

consolidated financial statements which

comprise:

— the consolidated statement of financial position

as at 31 December 2016;

— the consolidated statement of comprehensive

income, statement of changes in equity and

statement of cash flows for the year then

ended; and

— notes, including a summary of significant

accounting policies and other explanatory

information.


Basis for opinion

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

IESBA Code.

Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the

consolidated financial statements section of our report.

Our firm has also provided other services to the group in relation to taxation compliance and tax advisory

services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on

normal terms within the ordinary course of trading activities of the business of the group. These matters have

not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the

group.

Materiality

The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the

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

and on the consolidated financial statements as a whole.

28






29


The materiality for the consolidated financial statements as a whole was set at $1.8 million determined with

reference to a benchmark of group profit before tax. We chose the benchmark because, in our view, this is a key

measure of the group’s performance.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit

of the consolidated financial statements in the current period. We summarise below those matters and our key

audit procedures to address those matters in order that the shareholders as a body may better understand the

process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely

for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not

express discrete opinions on separate elements of the consolidated financial statements.

The key audit matter How the matter was addressed in our audit

Capitalisation of development costs

Refer to note 8 of the consolidated

financial statements.

The Group’s development property

comprises land and costs incurred to

develop land into subdivisions and

individual properties for sale. At

$117.7m this represents 70% of

assets on the consolidated

statement of financial position.

Determining whether to capitalise or

expense costs relating to

development of the land is

subjective as it depends whether the

costs enhance the land or maintain

the current value. In addition there is

significant judgement in determining

how to allocate the costs to

individual properties.

To assess the capitalisation of development costs we examined the

operating effectiveness of the group’s process to capitalise and record

development costs. We then obtained invoices for a sample of

capitalised costs to check whether the nature of the expense met the

capitalisation criteria in the accounting standards. We found no

exceptions.

Our procedures over the allocation of these development costs

involved considering the costs capitalised to properties sold versus

costs capitalised to the remaining properties in the portfolio, and in

comparison to realised value upon sale. We also checked for

consistency in approach between periods. The evidence we obtained

demonstrated the allocation of costs were in line with our expectations.


Other Information

The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual

Report. Other information may include the Directors’ review, disclosures relating to corporate governance, the

trend statement and financial summary. Our opinion on the consolidated financial statements does not cover any

other information and we do not express any form of assurance conclusion thereon.

The Annual Report is expected to be made available to us after the date of this audit report. Our responsibility is

to read the Annual Report when it becomes available and consider whether the other information it contains is

materially inconsistent with the consolidated financial statements, or our knowledge obtained in the audit, or

otherwise appear misstated. If so, we are required to report such matters to the Directors.


29






30


Use of this Independent Auditor’s Report

This report is made solely to the shareholders as a body. Our audit work has been undertaken so that we might

state to the shareholders those matters we are required to state to them in the Independent 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 shareholders as a body for our audit work, this report, or any of the opinions we have

formed.

Responsibilities of Directors for the consolidated financial statements

The Directors, on behalf of the group, are responsible for:

— the preparation and fair presentation of the consolidated financial statements in accordance with generally

accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial

Reporting Standards) and International Financial Reporting Standards;

— implementing necessary internal control to enable the preparation of a consolidated set of financial

statements that is fairly presented and free from material misstatement, whether due to fraud or error; and

— assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless they either intend to liquidate 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 objective is:

— 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 Independent 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 will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error. They are considered material if, individually or in the 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 these consolidated financial statements is located at

the External Reporting Board (XRB) website at:

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

This description forms part of our Independent Auditor’s Report.


Jason Doherty

For and on behalf of

KPMG

Auckland

17 February 2017

30

Annual Report 2016 | 31

CDL INVESTMENTS NEW ZEALAND LIMITED

REGULATORY DISCLOSURES

20 LARGEST SHAREHOLDERS (as at 28 February 2017) (Listing Rule 10.4.5(b))

Rank Shareholder Number of Securities % of Issued Capital

1. MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED 184,724,438 66.70

2. ADRIAN HO 27,819,000 10.04

3. HSBC NOMINEES (NEW ZEALAND) LIMITED A/C STATE STREET -NZCSD <HKBN45> 10,010,290 3.61

4. ACCIDENT COMPENSATION CORPORATION - NZCSD <ACCI40> 9,132,983 3.30

5. CHRISTINA SEET 2,068,098 0.75

6. BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 1,576,993 0.57

7. CHARLES CHUA KUAN LIM 1,155,745 0.42

8. GEOK LOO GOH 1,079,834 0.39

9. HUGH GREEN INVESTMENTS LIMITED 1,024,032 0.37

10. SKY HILL LIMITED 1,000,000 0.36

11. ROGER PARKER 801,032 0.29

12. FNZ CUSTODIANS LIMITED 713,318 0.26

13. BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD <COGN40> 593,061 0.21

14. CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD <CNOM90> 558,021 0.20

15. L I ZHUANG 522,000 0.19

16. STEVEN CHEONG KWOK WING 509,691 0.18

17. GRAHAM KENNETH GASKIN + DONALD ERIC FORSYTH <D E F FAMILY A/C> 500,587 0.18

18. JANEK STEFAN JANUSZKIEWICZ + LISA KATHERINE JANUSZKIEWICZ

+ MTH TRUSTEES LIMITED <CALIBER A/C> 469,079 0.17

19. ASB NOMINEES LIMITED <A/C 799511 ML> 400,005 0.14

20. BRUCE LESLIE DAVISON + SHONA ELIZABETH DAVISON <B L & S E DAVISON PARTNERSHIP> 381,088 0.14

NZCSD is the New Zealand Central Securities Depository and provides a custodial depositary service to its clients and does not have a beneficial

interest in the shares held in its name.

HOLDINGS SIZE (as at 28 February 2017)

Range Number of shareholders Number of shares % of Issued Capital

1-99 5 346 0.00

100 - 199 4 540 0.00

200 - 499 6 1,972 0.00

500 - 999 28 17,914 0.01

1,000 - 1,999 396 527,210 0.19

2,000 - 4,999 1,107 3,350,617 1.21

5,000 - 9,999 545 3,718,323 1.34

10,000 - 49,999 565 10,797,124 3.90

50,000 - 99,999 81 5,542,286 2.00

100,000 - 499,999 47 8,418,404 3.04

500,000 - 999,999 5 3,046,628 1.10

1,000,000 + 8 241,525,961 87.21

Total 2,797 276,947,325 100.00

32 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

REGULATORY DISCLOSURES – continued

DOMICILE OF SHAREHOLDERS (as at 28 February 2017)

Number of shareholders Number of shares % of Issued Capital

New Zealand 2,689 242,066,535 87.41

Australia and overseas 108 34,880,790 12.59

Total 2,797 276,947,325 100.00

WAIVERS FROM NZX LIMITED

A NZX Regulatory decision was received on 22 March 2016 granting CDI a 12 month waiver (Waiver) from Listing Rule 5.2.3 in respect of its

ordinary shares which were held by fewer than 25% of Members of the Public (each holding at least a Minimum Holding) at that time. The

Waiver conditions included:

(a) CDI clearly and prominently discloses the waiver, its conditions, and its implications in CDI’s half-year and annual reports, and in any offer

documents relating to any offer of shares undertaken by CDI, during the period of the waiver;

(b) CDI notifies NZXR as soon as practicable if there are any material changes to the percentage of ordinary shares held by Members of the

Public; and

(c) CDI consistently monitors the percentage of shares held by Members of the Public and provides NZXR with a written quarterly update of

the percentage of shares held by Members of the Public. CDI will provide quarterly updates to NZXR no later than 5 July 2016, 5 October

2016, 10 January 2017 and 4 April 2017. The quarterly updates are from the date the waiver is granted, for the period of the waiver.

The updates are to be provided to NZXR within ten business days of the end of each quarter.

The implication of the Waiver is that the Company’s ordinary shares may not be widely held and there may be reduced liquidity in the shares.

SUBSTANTIAL PRODUCT HOLDERS

As at 28 February 2017 the substantial product holders in the Company are noted below:

Securities Class %

Millennium & Copthorne Hotels New Zealand Limited 184,724,438 Ordinary Shares 66.70

Adrian Ho 27,819,000 Ordinary Shares 10.04

As at 28 February 2017, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares)

was 276,947,325.

Annual Report 2016 | 33

CDL INVESTMENTS NEW ZEALAND LIMITED

STATUTORY INFORMATION

DIRECTORS (section 211(1)(I) Companies Act 1993)

As at 31 December 2016, the Company’s Directors were Messrs. HR Wong, BK Chiu, ATS Lee, VWE Yeo, RJ Austin and J Henderson. Mr ATS Lee

resigned from the Board effective 28 February 2017.

INTERESTS REGISTER (sections 189(1)(c) and 211(1)(e), Companies Act 1993)

The Company maintains an Interests Register as required under the Companies Act 1993. For the period under review, the following entries

were recorded:

USE OF COMPANY INFORMATION (section 145, Companies Act 1993)

During the year, the Board did not receive any notices from any Directors of the Company requesting the use of company information which

they would have received in their capacity as Directors which would not otherwise have been available to them.

SHARE DEALING (section 148, Companies Act 1993)

No share dealings by Directors occurred during the year.

DIRECTORS’ AND ASSOCIATED PERSONS SHAREHOLDINGS (as at 31 December 2016)

Director 2016 2015

HR Wong Nil Nil

BK Chiu Nil Nil

VWE Yeo Nil Nil

ATS Lee Nil Nil

RJ Austin Nil Nil

J Henderson Nil Nil

REMUNERATION (sections 161 and 211(1)(f), Companies Act 1993)

The total remuneration and value of other benefits earned received by each of the Directors of the Company for the year ending 31 December

2016 was:

Director Remuneration

HR Wong Nil^

BK Chiu Nil^

ATS Lee Nil^

VWE Yeo $30,000

RJ Austin $35,000

J Henderson $30,000

^ Mr. HR Wong, being the former Group Chief Executive and Executive Director of Millennium & Copthorne Hotels plc, did not receive any

fees as Chairman or as a Director of the Company. Mr. ATS Lee as Group Chief Executive and Executive Director of Millennium & Copthorne

Hotels plc, did not receive any fees as Chairman or as a Director of the Company. Mr. BK Chiu, being the Managing Director of Millennium &

Copthorne Hotels New Zealand Limited did not receive any fees as Chairman or as a Director of the Company or its subsidiary.

INDEMNITY AND INSURANCE (section 162, Companies Act 1993)

In accordance with the Company’s constitution, the Company has insured all its Directors and the Directors of its subsidiary against liabilities to

other parties (except the Company or a related party of the Company) that may arise from their positions as Directors. The insurance does not

cover liabilities arising from criminal actions.

GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993)

As at 31 December 2016, the Directors of the Company have made general disclosures of interest in the following companies:

HR Wong

Chairman / Director of:

Beijing Fortune Hotel Co. Ltd.

Chairman / Director of:

M&C Business Trust Management Limited M&C REIT Management Limited

Millennium & Copthorne Hotels New Zealand Limited

Director of:

Alpha Chance Holdings Limited CDL Hotels (Singapore) Pte Ltd

Chancery Limited RSF Carolina Partners, LLC

RSF Syracuse Partners, LLC Sceptre Hospitality Resources, LLC

Sceptre Hospitality Resources Pte Ltd SWAN Holdings Limited

Commissioner of:

PT. Millennium Sirih Jakarta Hotel

34 | Annual Report 2016
CDL INVESTMENTS NEW ZEALAND LIMITED

STATUTORY INFORMATION – continued

GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993) – continued

BK Chiu

Chairman/Director of:

Quantum Limited Waitangi Resort Joint Venture Committee

Director of:

All Seasons Hotels & Resorts Limited CDL Land New Zealand Limited

Context Securities Limited Hospitality Group Limited

Hospitality Leases Limited Hospitality Services Limited

Kingsgate Hotels & Resorts Limited Millennium & Copthorne Hotels Limited

Millennium & Copthorne Hotels New Zealand Limited QINZ Holdings (New Zealand) Limited

QINZ (Anzac Avenue) Limited

ATS Lee

Chairman / President / Director of:

Grand Plaza Hotel Corporation

Director / President of:

The Philippine Fund Ltd

Director / Representative Director of:

CDL Hotels (Korea) Ltd

Executive Director / Group Chief Executive Officer of:

Millennium & Copthorne Hotels plc

Director of:

CDL Entertainment & Leisure Pte Ltd CDL Hotels (Labuan) Limited

CDL Hotels Japan Pte. Ltd City Elite Pte Ltd.

City Century Pte Ltd Fena Estate Company Limited

First Sponsor Group Limited Harbour Land Corporation

Harrow Entertainment Pte Ltd Hong Leong Hotel Development Limited

Hospitality Holdings Pte Ltd M&C Hotel Investments Pte. Ltd

M&C Hotels Holdings Japan Pte. Ltd M&C Hotels Japan Pte. Ltd

Millennium & Copthorne Hotels New Zealand Limited

Millennium & Copthorne International Limited

Republic Iconic Hotel Pte Ltd Rogo Realty Corporation

Tomorrow City (Singapore) Pte Ltd

President / Commissioner of:

PT. Millennium Hotels & Resorts

VWE Yeo

Executive Director / Chief Executive Officer of:

M&C Business Trust Management Limited M&C REIT Management Limited

Director of:

CDL HBT Cambridge City Pte. Ltd CDL HBT Cambridge City (UK) Ltd

CDL HBT Cambridge City Hotel (UK) Ltd CDLHT Cambridge City Pte. Ltd

CDLHT Cambridge City Holdings (UK) Ltd CDL HBT Hanei Pte. Ltd

CDL HBT Oceanic Holdings Pte Ltd CDL HBT Oceanic Ltd

CDL HBT Oceanic Maldives Private CDL HBT Oceanic Two Ltd

CDLHT (BVI) One Ltd CDLHT Hanei One Pte.Ltd

CDLHT Hanei Two Pte.Ltd CDLHT MTN Pte. Ltd

CDLHT Oceanic Holdings Pte Ltd CDLHT Oceanic Ltd

CDLHT Oceanic Maldives Private CDL Oceanic Two Ltd

CDLHT Sanctuary Limited CDLHT Sunrise Limited

CDLHT Sunshine Limited CDLHT Two Ltd

Hospitality Holdings Pte Ltd Hospitality Ventures Pte Ltd

Sanctuary Sands Maldives Private Limited Sun Four Investments Limited

Sun One Investments Limited Sun Three Investments Limited

Sun Two Investments Limited Sunshine Hotels Australia Pty Ltd

Annual Report 2016 | 35

CDL INVESTMENTS NEW ZEALAND LIMITED

STATUTORY INFORMATION – continued

RJ Austin

Director of:

Austand Securities Limited Café Brands Limited

Cure Kids Limited Cure Kids Ventures Limited

Diatranz Otsuka Limited Living Cell Technologies Limited

Pictor Limited Step Sciences Limited

Vintage Sport Limited

J Henderson

Director of:

Bright Ventures Limited John Henderson Resources Limited

Te Hoiere Asset Holding Company Limited

Member of:

Waipu Cove Reserve Board (Chairman)

EMPLOYEE REMUNERATION (section 211(1)(g), Companies Act 1993)

The number of employees or former employees of the Company and its subsidiary who received remuneration and any other benefits in their

capacity as employees, the value of which was or exceeded $100,000 per annum are as follows:

Remuneration and value of other benefits Number of employees

100,000 – 110,000 1

230,001 – 240,000 1

DONATIONS (sections 211(1)(h) and 211(2), Companies Act 1993)

The Company made no donations during the year.

AUDIT FEES (sections 211(1)(j) and 211(2), Companies Act 1993)

During the period under review, the following amounts were payable to the external auditors KPMG:

In thousands of dollars 2016 2015

Annual Audit 51 47

KPMG Other Services 14 11

SUBSIDIARY COMPANY AND DIRECTORS (section 211(2), Companies Act 1993)

The Company’s subsidiary and its directors as at 31 December 2016 are listed below:

Name Directors Ownership Activity

CDL Land New Zealand Limited BK Chiu,

J Lindsay, JB Pua 100.00% Development & Sale of Residential Land Sections

The directors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.

36 | CDL Investments New Zealand Limited
CORPORATE DIRECTORY

BOARD OF DIRECTORS

Wong Hong Ren (Chairman)

BK Chiu (Managing Director)

Aloysius Lee (Non-Executive Director)

Vincent Yeo (Non-Executive Director)

Roy Austin (Independent Director)

John Henderson (Independent Director)

MANAGEMENT TEAM

Jason Adams (General Manager, CDL Land New Zealand Limited)

Troy Dandy (Group Company Secretary & Legal Counsel)

Natasha Hood (Group Accounting Manager)

John Lindsay (Director, CDL Land New Zealand Limited)

REGISTERED OFFICE & CONTACT DETAILS

Level 13, 280 Queen Street, Auckland, New Zealand

P O Box 3248, Shortland Street, Auckland 1140, New Zealand

Telephone: +64 9 353 5077 Facsimile: +64 9 353 5098

Website: www.cdlinvestments.co.nz

AUDITORS

KPMG, Auckland

BANKERS

ANZ Bank New Zealand Limited, Auckland

SOLICITORS

Bell Gully

SHARE REGISTRAR

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road, Takapuna

Private Bag 92119, Auckland 1142, New Zealand

Telephone: +64 9 488 8700 Facsimile: +64 9 488 8787

email: enquiry@computershare.co.nz

STOCK EXCHANGE LISTING

New Zealand Exchange (NZX)

Company Code: CDI

Cover: Prestons Park, Christchurch

CDL INVESTMENTS NEW ZEALAND LIMITED

ANNUAL REPOR

T 2016

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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