CDI: 2016 Annual Report
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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