CDI: 2017 Annual Report
ANNUAL REPORT 2017
Cover: Prestons Park, Christchurch
CONTENTS
Directors’ Review 2
Board of Directors 4
Corpor
ate Governance
5
T
rend Statement & Financial Summary 10
Financial Statements
1
1
Independent Auditor's Report 29
Regulatory Disclosur
es
32
Statutory Information
34
Corpor
ate Directory 37
The Directors of CDL Investments New Zealand Limited are pleased
to present the Annual Report of the Company for the year ended
31 December 2017.
Signed for and on behalf of the Board of Directors:
Colin Sim BK Chiu
Chairman Managing Director
28 March 2018 28 March 2018
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 $32.2 million for the year ended 31 December 2017, an
increase of 19.0% from the previous year (2016: $27.0 million). This result is the eighth consecutive year of profit growth for the company.
Profit before tax also increased to $44.7 million (2016: $37.5 million). Property sales & other income totalled $78.7 million (2016: $74.5 million).
Shareholders’ funds as at 31 December 2017 increased to $186.1 million (2016: $161.8 million) and the company’s total assets stood at $191.7
million (2016: $168.3 million). The net tangible asset per share (at book value) was 67.1 cents (2016: 58.4 cents).
DIVIDEND ANNOUNCEMENT
Reflecting the record result, CDLI has resolved to increase its fully imputed ordinary dividend to 3.5 cents per share (2016: 3.0 cents per share),
payable on 18 May 2018. The record date will be 4 May 2018. The Dividend Reinvestment Plan will apply to this dividend
LAND PORTFOLIO
At 31 December 2017, the independent market value of CDLI’s land holdings was $276.3 million (2016: $297.0 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 2017, the
land portfolio at cost was $124.7 million (2016: $117.8 million).
SUMMARY AND OUTLOOK
The New Zealand housing stock and new housing supply remains short of demand. This can explain why while housing sales have eased, pricing
has only evened out. The Reserve Bank’s LVR restrictions and the availability of finance have both had an effect on the New Zealand housing
market. That said, although not as strong as in 2016, demand for CDLI housing sections remained steady in 2017.
The Overseas Investment Amendment Bill proposed by the Government last December is expected to have some but minimal impact on CDLI’s
business model of acquiring land for residential development. The proposed new Government measures classifying residential housing land as
“sensitive land” is a demand-side measure and aimed “not to impede the broader objective of increasing the supply of residential housing”. As a
development company in housing sections, CDLI has consistently demonstrated its “financial commitment, business experience and acumen and
good character” with its commitment to increasing the supply of sections for residential housing.
The Overseas Investment Amendment Bill in its current form may however have unintended consequences. These include the number of
consent applications and time required to process them. Both measures are expected to increase with significant delays and costs to the
housing industry.
CDLI will continue to drive sales activity of its existing housing sections in 2018 with the aim of delivering another year of growth in 2018.
The Board and management will also continue to progress consents and future development approvals for projects in the pipeline as well as
continue to seek to acquire additional land for future development.
MANAGEMENT AND STAFF
On behalf of the Board I sincerely thank the company’s management and staff for their hard work during 2017 to deliver these excellent results.
Colin Sim
Chairman
8 February 2018
CDL Investments New Zealand Limited | 3
4 | CDL Investments New Zealand Limited
COLIN SIM
(Chairman & Non-Executive Director)
Mr Sim is the executive chairman of the East Quarter Group of companies (East Quarter Hurstville, EQ Projects and EQ Constructions) (EQ)
in Australia. EQ is currently involved in the development and construction of residential units across New South Wales. Mr Sim is also an
executive director of Waterbrook Lifestyle Resorts (Waterbrook); an award-winning creator, developer and operator or luxury resort lifestyles
for retirees. Mr Sim has strong analytical skills and extensive experience in construction and property development/investment in Australia. He
studied Mechanical Engineering in London and has lived in Sydney, Australia for the last 40 years. Mr Sim was appointed to the Board from 14
July 2017.
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.
KIAN SENG TAN
(Non-Executive Director)
Mr Tan is the Interim Group CEO of Millennium & Copthorne Hotels plc. Mr Tan’s management background includes over 30 years of senior
executive level experience managing SGX-listed businesses and US multinational corporations. His diverse experience incorporates operations,
financial management, legal and investor relations, purchasing, business development, human resources, and information technology
functions. He started his career as an accountant in the U.K. and audit manager in Malaysia with the audit firms currently known as Deloitte
and PricewaterhouseCoopers respectively. Mr Tan is an associate of the Institute of Chartered Accountants in England and Wales.
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 European
and New Zealand based private equity funds. In 2017 he was awarded a Companion of the New Zealand Order of Merit. 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 John Henderson Resources Limited, a Director of Bright Ventures Limited and
Independent Director of Te Hoiere Asset Holding Company Limited. In 2015, he was appointed by NZ Department of Conservation to the
Waipu Cove Reserve Board and was elected Board Chair. Previously, Mr. Henderson had a 28 year career with the Starwood Hotels and Resorts
Group holding various senior corporate management positions across Asia Pacific, Europe, and North America.
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 corporate
governance practices prescribed in the NZX Corporate Governance Code
2017 (‘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:
(NZX Code Principles 2 & 6)
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, overseeing health and safety, 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. The Board does not have a formal
written charter but one is presently under review.
ATTENDANCES OF DIRECTORS
DIRECTOR MEETINGS ATTENDED
C Sim (Chair)*
1/1
HR Wong** 2/2
KS Tan* 2/2
BK Chiu (Managing Director) 3/3
ATS Lee** 0/1
VWE Y
eo
3/3
RJ Austin 3/3
J Henderson 3/3
*Mr T
an and Mr Sim were appointed to the Board on 1 March 2017 and 14 July
2017 respectively.
**Mr Lee and Mr Wong retired from the Board on 28 February 2017 and 30 June
2017 respectively.
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.
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 Principles 2 & 3)
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 Principles 3 & 5)
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 in this Annual Report.
CONTINUOUS DISCLOSURE COMMITTEE
(NZX Code Principle 4)
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 disclosur
e 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 dir
ectors 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 adviser
s in respect of the Company’s
compliance with its continuous disclosure obligations.
CORPORATE GOVERNANCE - CONTINUED
BOARD COMPOSITION
Aa at 31 December 2017 the Board consists of six members being
Messrs C Sim (Chairman), BK Chiu (Managing Director), KS Tan, 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 Sim, 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 Tan, Chiu, Lee and Yeo are not considered by the Board
to be Independent Directors.
BOARD COMMITTEES
The Board has an audit Committee, a Continuous Disclosure
Committee, and may constitute other ad-hoc committees from
time to time.
AUDIT COMMITTEE
(NZX Code Principle 3)
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 2017 the members of this Committee were Messrs Austin
(Chairman), Henderson and Chiu. As Mr Chiu is MCK’s Managing
Director, MCK 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 2017.
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 per
son 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 Boar
d 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 r
easonable person would not expect the information to be
disclosed; and
b) the information is confidential and its confidentiality is
maintained; and
c)
one or mor
e of the following applies:
i)
it would br
each the law to disclose the information; or
ii) the information concerns an incomplete proposal or
negotiation; or
iii)
the information comprises matter
s 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 tr
ade secret.
The Disclosure Committee will ensure that all Board members, not
already aware of the information, are promptly provided with it.
•
The Disclosur
e 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 Disclosur
e 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 pr
esentations 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 Principle 7)
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 fr
om 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 r
egarded 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 dir
ect compensation of its audit
partners for selling non-audit services to the Company.
8 | CDL Investments New Zealand Limited
• 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.
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.
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 separ
ation 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;
•
r
eview 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 tr
aining; and
•
taxation services of an assur
ance 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 r
elated to accounting records or
financial statements;
•
tax planning and str
ategy services unless specifically approved
by the Audit Committee;
•
appr
aisal / valuation services including opinions as to fairness
•
pr
ovision of payroll services;
•
the design or implementation of financial information systems;
•
outsour
ced internal audit and risk management services;
•
legal services (these ar
e services that could only be provided by a
person who is qualified in law);
8 | CDL Investments New Zealand Limited
CDL Investments New Zealand Limited | 9
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.
FINANCIAL PRODUCT DEALING POLICY
(NZX Code Principle 1)
The Company has a Financial Product Dealing Policy to guide Directors,
senior management and employees of the Company with regard to their
dealings in Company securities. The Financial Product Dealing Policy
outlines the general prohibition on insider trading and requires relevant
approvals be sought prior to dealing in Company securities.
DIVERSITY POLICY
(NZX Code Principle 2)
CDL Investments New Zealand Limited is committed to pursuing a culture
of diversity within the Company. While the Company did not have a
formal diversity policy in 2017, the Company recognises the importance
of supporting and valuing every employee as well as the promotion of
diversity, 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 2017:
GENDER COMPOSITION BY NUMBER AND PERCENTAGE
POSITION 2017 2016
MALE FEMALE MALE FEMALE
Directors 6 (100%) 0 (0%) 6 (100%) 0 (0%)
Officer
s*
1 (50%)
1 (50%)
1 (50%)
1 (50%)
*Officer
s comprise the Company’s Managing Director / CEO and his direct reports.
COMMUNICATIONS WITH SHAREHOLDERS
(NZX Code Principle 2)
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. Copies of
relevant Company policies are available through the Company website
(www.cdlinvestments.co.nz).
CORPORATE GOVERNANCE - CONTINUED
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.
The does not have a formal written takeover protocol and considers
it would have sufficient time to implement and communicate such
protocols to shareholders in the event of a takeover offer.
ETHICAL STANDARDS
(NZX Code Principle 1)
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 Dir
ectors 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 Dir
ectors 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.
•
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
CDL Investments New Zealand Limited | 9
10 | CDL Investments New Zealand Limited
2015
2014
2013
2013
2014
2015
2015
2014
2013
2014
2015
2013
2016
2017
2017
2016
2017
2016
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)
2017
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
Dollars ($ '000)
Group Equity
40.0
42.5
45.0
50.0
52.5
47.5
55.0
60.0
62.5
57.5
65.0
67.5
70.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
2015
2014
2013
2013
2014
2015
2015
2014
2013
2014
2015
2013
2016
2017
2017
2016
2017
2016
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)
2017
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
Dollars ($ '000)
Group Equity
40.0
42.5
45.0
50.0
52.5
47.5
55.0
60.0
62.5
57.5
65.0
67.5
70.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
FINANCIAL SUMMARY
For the year ended 31 December 2017
TREND STATEMENT
For the year ended 31 December 2017
Property Sales & Other Income
Profit for the Year
Group Equity
Asset Backing Per Share (Before Distribution)
2015
2014
2013
2013
2014
2015
2015
2014
2013
2014
2015
2013
2016
2017
2017
2016
2017
2016
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)
2017
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
Dollars ($ '000)
Group Equity
40.0
42.5
45.0
50.0
52.5
47.5
55.0
60.0
62.5
57.5
65.0
67.5
70.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
2015
2014
2013
2013
2014
2015
2015
2014
2013
2014
2015
2013
2016
2017
2017
2016
2017
2016
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)
2017
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
Dollars ($ '000)
Group Equity
40.0
42.5
45.0
50.0
52.5
47.5
55.0
60.0
62.5
57.5
65.0
67.5
70.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
CDL INVESTMENTS NEW ZEALAND LIMITED & ITS SUBSIDIARY
In thousands of dollars (unless otherwise stated) 2013 2014 2015 2016 2017
Property sales & other income 38,352 44,160 47,599 74,471 78,667
Pr
ofit before income tax
18,550
20,537
24,159
37,538
44,668
Pr
ofit for the year 13,404 14,710 17,473 27,028 32,161
Earnings per share 4.92c 5.35c 6.33c 9.77c 11.60c
Dividends per share
2.00c
2.20c
2.20c
3.00c
3.50c
P
ercentage of dividends per share over earnings per share 40.7% 41.1% 34.8% 30.7% 30.2%
Asset backing per shar
e (before distributions) 43.3c 46.6c 50.8c 58.4c 67.1c
T
otal assets
120,335
130,469
142,680
168,277
19
1,706
Group equity
1
18,865
128,489
140,289
16
1,795
186,1
12
CDL Investments New Zealand Limited | 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
17-28
INDEPENDENT AUDIT
OR'S REPORT
29-3
1
REGULATORY DISCLOSURES
32-33
STATUTORY INFORMATION
34-36
REGULATORY DISCLOSURES & STATUTORY INFORMATION –
CONTENTS
12 | CDL Investments New Zealand Limited
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 2017
GROUP
In thousands of dollars Note 2017 2016
Revenue 78,630 74,434
Cost of sales
(32,144) (33,747)
Gross Profit 46,486 40,687
Other income 37 37
Administrative expenses 3, 4 (248) (217)
Property expenses
(49
1)
(583)
Selling expenses (2,123) (2,246)
Other expenses 3, 4 (1,137) (1,096)
Results from operating activities
42,524
36,582
Finance income
5 2,144 956
Net finance income
2,144 956
Pr
ofit before income tax 44,668 37,538
Income tax expense 6 (12,507) (10,510)
Profit for the period
32,16
1
27,0
28
Total comprehensive income for the period
32,16
1
27,0
28
Profit attributable to:
Equity holder
s of the parent
32,16
1
27,0
28
Total comprehensive income for the period
32,16
1
27,0
28
Earnings per share
Basic earnings per shar
e (cents)
13
1
1.60
9.77
Diluted earnings per shar
e (cents) 13 11.60 9.77
CDL Investments New Zealand Limited | 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 2017
GROUP
In thousands of dollars Note Share Capital Retained Earnings Total Equity
Balance at 1 January 2016 53,294 86,995 140,289
T
otal comprehensive income for the period
Profit for the period - 27,028 27,028
Total comprehensive income for the period
-
27,0
28
27,0
28
Transactions with owners of the Company
Shares issued under dividend reinvestment plan 12 552 - 552
Dividend to shar
eholders 12 - (6,074) (6,074)
Supplementary dividend - (178) (178)
Foreign investment tax credits - 178 178
Balance at 3
1 December 2016 53,846 107,949 161,795
Balance at 1 January 2017
53,846
1
07,949
16
1,795
Total comprehensive income for the period
Profit for the period - 32,161 32,161
Total comprehensive income for the period - 32,161 32,161
Transactions with owners of the Company
Shar
es issued under dividend reinvestment plan
12
464
-
464
Dividend to shar
eholders 12 - (8,308) (8,308)
Supplementary dividend - (253) (253)
Foreign investment tax credits - 253 253
Balance at 31 December 2017 54,310 131,802 186,112
14 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2017
GROUP
In thousands of dollars Note 2017 2016
SHAREHOLDERS’ EQUITY
Issued capital 12 54,310 53,846
Retained earnings 131,802 107,949
Total Equity
186,1
12
16
1,795
Represented by:
NON CURRENT ASSETS
Property, plant and equipment 5 5
Development property 8 90,595 84,631
Investment in associate
2
2
Total Non Current Assets 90,602 84,638
CURRENT ASSETS
Cash and cash equivalents 11 18,774 1,989
Short term deposits
14
46,500
45,500
Trade and other receivables 10 1,726 3,018
Development property
8
34,1
04
33,132
T
otal Current Assets 101,104 83,639
Total Assets 191,706 168,277
NON CURRENT LIABILITIES
Deferred tax liabilities 9 2 2
Total Non Current liabilities 2 2
CURRENT LIABILITIES
T
rade and other payables
2,133
4,3
12
Employee entitlements
27
22
Income tax payable 3,432 2,146
Total Current Liabilities 5,592 6,480
T
otal Liabilities
5,594
6,482
Net Assets 186,112 161,795
For and on behalf of the Board
R AUSTIN, DIRECTOR, 8 February 2018
BK CHIU, MANAGING DIRECT
OR, 8 February 2018
The accompanying notes form part of, and should be read in conjunction with these financial statements.
CDL Investments New Zealand Limited | 15
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2017
GROUP
In thousands of dollars Note 2017 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers 80,228 72,643
Inter
est received
1,875
897
Cash was applied to:
Payment to suppliers (29,687) (24,591)
Payment to employees
(427) (408)
Deposits paid on unconditional contracts for development land (14,965) -
Purchase of development land (174) -
Income tax paid
(10,968) (10,341)
Net Cash Inflow from Operating Activities 25,882 38,200
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from:
Short term deposits 45,500 5,000
Cash was applied to:
Pur
chase of plant and equipment
-
(4)
Short term deposits
(46,500) (45,500)
Net Cash Outflow From Investing Activities (1,000) (40,504)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was applied to:
Dividend paid
(7,844)
(5,522)
Supplementary dividend paid (253) (178)
Net Cash Outflow from Financing Activities (8,097) (5,700)
Net Increase/(Decrease) in Cash and Cash Equivalents
16,785 (8,004)
Add Opening Cash and Cash Equivalents
1,989
9,993
Closing Cash and Cash Equivalents 11 18,774 1,989
The accompanying notes form part of, and should be read in conjunction with these financial statements.
16 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS - continued
For the year ended 31 December 2017
GROUP
In thousands of dollars Note 2017 2016
RECONCILIATION OF PROFIT FOR THE PERIOD TO CASH FLOWS
FROM OPERATING ACTIVITIES
Net Profit after Taxation 32,161 27,028
Adjusted for non cash items:
Depreciation - 2
Income tax expense 6 12,507 10,510
Adjustments for movements in working capital:
(Increase)/Decrease in receivables 1,292 (1,887)
(Increase)/Decrease in development properties (6,936) 8,788
Incr
ease/(Decrease) in payables (2,174) 4,100
Cash generated from operating activities
36,850
48,54
1
Income tax paid
(10,968) (10,341)
Cash Inflow from Operating Activities
25,882
38,200
The accompanying notes form part of, and should be r
ead in conjunction with these financial statements.
CDL Investments New Zealand Limited | 17
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2017
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 2017 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 pr
epared 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 8 February 2018.
(b)
Basis of pr
eparation
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.
The accounting policies are now included within the relevant notes to the consolidated 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) Subsidiaries
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)
Pr
operty, 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.
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
(f) Trade and other payables
Trade and other payables are stated at cost.
18 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
SIGNIFICANT ACCOUNTING POLICIES – continued
(g) 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.
(h)
New standar
ds and interpretations not yet adopted
The following new standards and amendments to standards are not yet effective for the year ended 31 December 2017, 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)
The NZ Group has assessed the new standards and the adoption of these standards is not expected to have a material impact on the
Group’s financial statements.
CDL Investments New Zealand Limited | 19
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
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.
An operating segment is a distinguishable component of the Group:
•
that is engaged in business activities fr
om which it earns revenues and incurs expenses,
•
whose oper
ating 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.
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
$124,699,000 (2016: $117,762,000) while the market value determined by an independent registered valuer is $276,316,000
(2016: $297,032,000).
3. ADMINISTRATIVE AND OTHER EXPENSES
The following items of expenditure are included in administrative and other expenses: GROUP
In thousands of dollars
Note
20
17
20
16
Auditors’ remuneration
- Audit fees 52 51
- Tax compliance & advisory fees
1
14
Depr
eciation
-
2
Directors’ fees 17 150 95
Operating lease and rental payments
83
76
Other
673
667
Total excluding personnel expenses
959
905
20 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
4. PERSONNEL EXPENSES GROUP
In thousands of dollars 2017 2016
Wages and salaries 396 390
Employee r
elated expenses and benefits
29
17
Incr
ease in liability for long-service leave 1 1
426 408
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.
5. NET FINANCE INCOME GROUP
In thousands of dollars 2017 2016
Interest income 2,144 956
Net finance income 2,144 956
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.
6. INCOME TAX EXPENSE
Recognised in the statement of comprehensive income GROUP
In thousands of dollars 2017 2016
Current tax expense
Current year 12,508 10,527
Adjustments for prior years
-
-
12,508
10,527
Deferred tax expense
Origination and reversal of temporary differences (1) (17)
(1)
(17)
Total income tax expense in the statement of comprehensive income
12,507 10,510
Reconciliation of effective tax rate
GROUP
In thousands of dollar
s
20
17
20
16
Profit before income tax
44,668
37,538
Income tax using the company tax rate of 28% (2015: 28%) 12,507 10,510
Adjusted for:
Over provided in prior years - -
12,50
7 10,510
Effective tax rate
28%
28%
CDL Investments New Zealand Limited | 21
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
For the year ended 31 December 2017
6. INCOME TAX EXPENSE - Continued
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.
7. IMPUTATION CREDITS GROUP
In thousands of dollars
20
17
20
16
Imputation credits available for use in subsequent reporting periods
49,673
4
1,551
8. DEVELOPMENT PROPERTY GROUP
In thousands of dollars 2017 2016
Expected to settle greater than one year
90,595
84,63
1
Expected to settle within one year
34,1
04
33,132
Development pr
operty 124,699 117,763
Development property is carried at the lower of cost and net realisable value. 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. No interest (2016: nil) has been capitalised during the year. Development property includes deposits paid on
unconditional contracts for development land.
The carrying amounts of the development property is 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. 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.
Whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount the impairment loss is recognised in
profit or loss.
The value of development property held at 31 December 2017 was determined, on an open market existing use basis, by an independent
registered valuer, DM Koomen SPINZ of Extensor Advisory Limited as $276.3 million (2016: $297.0 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).
22 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
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 2017 2016 2017 2016 2017 2016
Plant and equipment
-
-
(1)
-
(1)
-
Development property
- - (47) (50) (47) (50)
Employee benefits 41 44 - - 41 44
Trade and other payables
5 4 - - 5 4
Net tax assets/(liabilities) 46 48 (48) (50) (2) (2)
Movement in deferred tax balances during the year GROUP
In thousands of dollars
Balance 1 Jan 20
16
Recognised in pr
ofit or loss
Balance 3
1 Dec 2016
Plant and equipment
(1)
1
-
Development pr
operty
(60)
1
0
(50)
Employee benefits
38
6
44
T
rade and other payables 4 - 4
(19) 17 (2)
GROUP
In thousands of dollar
s Balance 1 Jan 2017 Recognised in profit or loss Balance 31 Dec 2017
Plant and equipment
-
(1)
(1)
Development property (50) 3 (47)
Employee benefits
44
(3)
4
1
Trade and other payables 4 1 5
(2)
-
(2)
CDL Investments New Zealand Limited | 23
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
10. TRADE AND OTHER RECEIVABLES GROUP
In thousands of dollars
20
17
20
16
Trade receivables
13
9
Other receivables and prepayments 1,713 3,009
Trade and other receivables 1,726 3,018
None of the trade and other receivables are impaired.
Trade and other receivables are stated at their cost less impairment losses. The carrying amounts of the trade and other receivables 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. Whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount the impairment
loss is recognised in profit or loss.
11. CASH AND CASH EQUIVALENTS GROUP
In thousands of dollars 2017 2016
Bank balances 8,274 1,989
Call deposits 10,500 -
Cash and cash equivalents 18,774 1,989
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.
12. CAPITAL AND RESERVES PARENT
Share capital
20
17 2017 2016 2016
Shares ‘000s $000’s Shares ‘000s $000’s
Shares issued 1 January 276,947 53,846 276,093 53,294
Issued under dividend reinvestment plan
567
464
854
552
T
otal shares issued and outstanding
277,5
14
54,3
10
276,947
53,846
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
2017, the authorised share capital consisted of 277,513,971 fully paid ordinary shares (2016: 276,947,325).
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 566,646 additional shares under the Dividend Reinvestment Plan on 19 May 2017 (2016: 853,649) at a strike
price of $0.8198 per share issued (2016: $0.6461).
24 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
12. CAPITAL AND RESERVES - Continued
Dividends
The following dividends were declared and paid during the year 31 December:
PARENT
In thousands of dollars 2017 2016
3.0 cents per qualifying ordinary share (2016: 2.2 cents) 8,308 6,074
8,308
6,074
After 31 December 2017 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
3.5 cents ordinary dividend per qualifying ordinary share 9,713
3.5 cents total dividend per qualifying ordinary share
9,7
13
13. EARNINGS PER SHARE
Basic and diluted earnings per share
The calculation of basic and diluted earnings per share at 31 December 2017 was based on the profit attributable to ordinary shareholders of
$32,161,000 (2016: $27,028,000); and weighted average number of ordinary shares outstanding during the year ended 31 December 2017 of
277,325,000 (2016: 276,663,000), calculated as follows:
Profit attributable to ordinary shareholders (basic & diluted) GROUP
In thousands of dollars 2017 2016
Profit for the period
32,161 27,028
Profit attributable to ordinary shareholders 32,161 27,028
Weighted average number of ordinary shares
P
ARENT
20
17 2016
Shar
es ‘000s
Shar
es ‘000s
Issued ordinary shares at 1 January
276,947 276,093
Effect of 566,646 shares issued in May 2017
378
-
Effect of 853,649 shares issued in May 2016 - 570
Weighted average number of ordinary shares at 31 December 277,325 276,663
CDL Investments New Zealand Limited | 25
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
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.
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.
GROUP
In thousands of dollars Note 2017 2016
Financial Assets
Cash and cash equivalents
1
1
18,774
1,989
Short term deposits
46,500 45,500
T
rade and other receivables 10 1,726 3,018
Financial Liabilities
Trade and other payables 2,133 4,312
Exposure to credit and interest rate risks arises in the normal course of the Group's business.
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 the Certificate of Title is 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.
Cash, cash equivalents, and term deposits 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.
Interest rate risk
The Group has no exposure to interest rate risk as there are no funding facilities (2016: 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
20
17
20
16
Note
Effective
T
otal
6 months
6-12
In thousands of dollars
interest rate or less months
Cash and cash equivalents
1
1
0.00% to 2.67%
18,774
18,774
-
Short term deposits
3.20% to 3.5
1%
46,500
42,000
4,500
65,274
60,774
4,500
Effective
T
otal
6 months
6-12
interest rate or less months
0.00% to 1.85%
1,989
1,989
-
3.1
1% to 3.60%
45,500
26,000
19,500
47,489 27,989 19,500
26 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
14. FINANCIAL INSTRUMENTS - Continued
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 $605,000 (2016: $246,000)
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:
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 r
eceivable, 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.
15. OPERATING LEASES
Leases as Lessee
Non-cancellable operating lease rentals are payable as follows: GROUP
In thousands of dollars 2017 2016
Less than one year 13 11
Between one and five years 21 5
34 16
During the year ended 31 December 2017, $17,000 was recognised as an expense in profit or loss in respect of operating leases (2016: $16,000)
and $37,000 (2016: $37,000) was recognised as other income in profit or loss in respect of leases.
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.
GROUP
20172016
In thousands of dollarsBalance Sheet6 months or less6-12 monthsBalance Sheet6 months or less6-12 months
Trade and other payables2,1331,9901434,3123,585727
2,1331,9901434,3123,585727
CDL Investments New Zealand Limited | 27
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
16. CAPITAL COMMITMENTS
As at 31 December 2017, the Group has entered into contracts for capital expenditure on development properties of $68,621,000
(2016: $13,589,000).
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 2017
was:
GROUP
In thousands of dollar
s 2017 2016
C Sim (appointed 2 August 2017)
15 -
HR Wong (retired 30 June 2017) 40 -
VWE Y
eo
30
30
KS T
an (appointed 28 February 2017) - -
ATS Lee (retired 28 February 2017) - -
R Austin
35
35
J Hender
son
30
30
T
otal for non-executive directors 150 95
BK Chiu
-
-
Total for executive directors - -
150 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).
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 (2016: nil).
28 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2017
17. RELATED PARTIES – continued
Summary unaudited financial information for the associate, not adjusted for the percentage ownership held by the Group:
Prestons Road Limited GROUP
In thousands of dollar
s 2017 2016
Current assets 34 46
Current liabilities 28 40
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 2017 2016
Balance at 1 January
2 2
Purchase of investment - -
Balance at 31 December 2 2
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.
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 66.56% (2016: 66.70%) of the Company and having three out of six of the Directors on the
Board. Millennium & Copthorne Hotels New Zealand Limited is 70.79% (2016: 70.22%) owned by CDL Hotels Holdings New Zealand Limited
(computed on voting shares), 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,
$313,000 (2016: $304,000) for expenses incurred by the parent on behalf of the Group.
During 2017, CDL Investments New Zealand Limited issued no additional shares (2016: 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 (2016: 184,724,438).
19. SUBSEQUENT EVENTS
Control of the Group
Subsequent to balance date, the Group settled the purchase of a parcel of land in Christchurch for approximately $6.0 million.
The capital committed is included in Note 16.
29
© 2018 KPMG, a New Zealand partnership and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. 17
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) o n pages 1 to 16:
i.present fairly in all material respects the group’s
financial position as at 31 December 2017 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 2017;
—the consolidated statements of comprehensive
income, changes in equity and 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 taxation 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. The materiality for the consolidated financial
statements as a whole was set at $2.2 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.
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.
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 28:
i. present fairly in all material respects the group’s
financial position as at 31 December 2017 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 2017;
—
the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
—
notes, including a summary of significant
accounting policies and other explanatory
information.
30
18
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 and Allocation 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
$124.7m this represents 65% 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 was 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 includes the Director’s review, disclosures relating to corporate governance, the trend
statement and financial summary included in the Annual Report. Our opinion on the consolidated financial
statements does not cover any other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have received the Director’s Review and have nothing
to report in regards to it. The Annual Report is expected to be made available to us after the date of this
Independent Auditor's Report and we will report the matters identified, if any, to those charged with governance.
Use of this independent auditor’s r eport
This independent auditor’s 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 independent
auditor’s report, or any of the opinions we have formed.
31
19
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, 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 controls 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:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Jason Doherty.
For and on behalf of
Jason Doherty
KPMG Auckland
8 February 2018
32 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
REGULATORY DISCLOSURES
20 LARGEST SHAREHOLDERS (as at 28 February 2018) (Listing Rule 10.4.5(b))
Rank Shareholder Number of Securities % of Issued Capital
1.
MILLENNIUM & COPTHORNE HO
TELS NEW ZEALAND LIMITED
184,724,438
66.56
2.
ADRIAN HO
27,8
19,000
1
0.02
3.
HSBC NOMINEES (NEW ZEALAND) LIMITED A/C ST
ATE STREET -NZCSD <HKBN45>
1
1,643,448
4.20
4.
ACCIDENT COMPENSA
TION CORPORATION - NZCSD <ACCI40>
7,645,098
2.75
5.
CHRISTINA SEET
2,143,778
0.77
6.
CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD <CNOM90>
1,65
1,273
0.60
7.
BNP P
ARIBAS NOMINEES (NZ) LIMITED - NZCSD
1,576,993
0.57
8.
CHARLES CHUA KUAN LIM
1,198,038
0.43
9.
GEOK LOO GOH
1,0
79,834
0.39
1
0.
HUGH GREEN INVESTMENTS LIMITED
1,06
1,505
0.38
1
1.
ROGER P
ARKER
80
1,032
0.29
12.
BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD <COGN40> 606,519 0.22
13. STEVEN CHEONG KWOK WING 528,343 0.19
14. GRAHAM KENNETH GASKIN + DONALD ERIC FORSYTH <D E F FAMILY A/C> 500,587 0.18
15.
FNZ CUST
ODIANS LIMITED
490,675
0.18
16.
CALIBER TRUSTEE COMP
ANY LIMITED <CALIBER A/C>
485,052
0.17
17.
HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90>
467,297
0.17
18.
ROBERT WONG + CHRISTEIN JOE WONG
430,380
0.16
19.
ASB NOMINEES LIMITED <A/C 7995
11 ML>
4
15,005
0.15
20.
BRUCE LESLIE DAVISON + SHONA ELIZABETH DAVISON <B L & S E DAVISON P
ARTNERSHIP>
38
1,088
0.14
NZCSD is the New Zealand Centr
al 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 2018)
Range Number of shareholders Number of shares % of Issued Capital
1 - 99 5 366 0.00
100 - 199 6 871 0.00
200 - 499 5 1,689 0.00
500 - 999 27 17,306 0.01
1,000 - 1,999 391 521,627 0.19
2,000 - 4,999 1,094 3,310,660 1.19
5,000 - 9,999
539
3,7
00,909
1.33
10,000 - 49,999 557 10,972,780 3.95
50,000 - 99,999 72 4,961,461 1.79
100,000 - 499,999 54 10,232,492 3.69
500,000 - 999,999
3
1,829,962
0.66
1,000,000 - 9,999,999,999,999
7
24
1,963,848
87.19
T
otal
2,760
277,5
13,971
1
00.00
CDL Investments New Zealand Limited | 33
CDL INVESTMENTS NEW ZEALAND LIMITED
REGULATORY DISCLOSURES – continued
DOMICILE OF SHAREHOLDERS (as at 28 February 2018)
Number of shareholders Number of shares % of Issued Capital
New Zealand 2,650 243,503,191 87.74
Australia and overseas 104 34,010,780 12.26
Total 2,760 277,513,971 100.00
WAIVERS FROM NZX LIMITED
A NZX Regulatory decision was received on 20 March 2017 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 pr
ominently 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 monitor
s 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. 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 2018 the substantial product holders in the Company are noted below:
Securities Class %
Millennium & Copthorne Hotels New Zealand Limited 184,724,438 Ordinary Shares 66.56
Adrian Ho 27,819,000 Ordinary Shares 10.02
As at 28 February 2018, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares)
was 277,513,971.
34 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION
DIRECTORS (section 211(1)(I) Companies Act 1993)
As at 31 December 2017, the Company’s Directors were Messrs. C Sim, BK Chiu, KS Tan, VWE Yeo, RJ Austin and J Henderson. Mr ATS Lee
resigned from the Board effective 28 February 2017. Mr HR Wong resigned effective 30 June 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 2017)
Director 2017
C Sim Nil
HR Wong Nil
BK Chiu Nil
VWE Yeo Nil
A
TS Lee
Nil
RJ Austin Nil
J Henderson 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
2017 was:
Director
Remuneration
C Sim
$15,000
HR Wong $40,000
BK Chiu
Nil^
ATS Lee Nil^
VWE Yeo $30,000
RJ Austin
$35,000
J Hender
son
$30,000
^
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 2017, the Directors of the Company have made general disclosures of interest in the following companies:
C Sim
Chairman/Director of:
Millennium & Copthorne Hotels New Zealand Limited
Director of:
Autocaps (Aust) Pty Ltd
Autocaps P
astoral Division Pty Limited
Autocaps Vogue Pty Limited
Bathur
st Range Investments Pty Limited
Builders Recycling Properties Pty Ltd
Builder
s Recycling Operations Pty Ltd
CS Investments No. 1 Pty Ltd
Desert Rose Gr
oup Pty Limited
Desert Rose Holdings Pty Limited
DMM Investments (NSW) Pty Ltd
Dockside Parramatta Pty Limited
Dockside V
enues Pty Ltd
East Quarter Hurstville Pty Limited
EQ Constructions Pty Ltd
EQ Equity Pty Ltd
EQ Finance Services Pty Limited
CDL Investments New Zealand Limited | 35
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION – continued
GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993) – continued
EQ Gosford Pty LtdEQ Projects Pty Ltd
EQ Pr
operty Holdings Pty Ltd
EQ Revesby Pty Ltd
EQ River
side Pty Ltd
Hurstville NSW Pty Limited
Llenruk Pty Ltd
Naxta Pty Ltd PBD Phoenix Pty Limited
PCC Devco 1 Pty Limited Phoenix Palm Development Pty Limited
Preslite Drive Technologies Pty Ltd
Pr
oactive Management Systems Pty Ltd
SSK Investments No. 2 Pty Ltd
SSK Investments O/S Pty Ltd
Waterbrook Bayview Pty Ltd
W
aterbrook Bayview Investment Pty Limited
Waterbrook Bayview Village Management Pty Ltd Waterbrook Bowral Pty Limited
Waterbrook Bowral Investment Pty Limited Waterbrook Brand Pty Limited
West Quarter Hurstville Pty Limited
BK Chiu
Chairman/Director of:
Quantum Limited
W
aitangi Resort Joint Venture Committee
Director of:
All Seasons Hotels & Resorts Limited
CDL Land New Zealand Limited
Context Securities Limited
Hospitality Gr
oup 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
KS Tan
Chairman/Director of:
CDL Entertainment & Leisure Pte Ltd
CDL Hotels (K
orea) Ltd
City Century Pte. Ltd
Fir
st Sponsor Group Limited
Grand Plaza Hotel Corporation
Harbour Land Corpor
ation
Hong Leong Hotel Development Limited
Millennium & Copthorne Hotels Management (Shanghai) Limited
Millennium & Copthorne Hotels New Zealand Limited
Millennium & Copthorne International Limited
Rogo Realty Corporation
The Philippine Fund Limited
VWE Y
eo
Executive Director / Chief Executive Officer of:
M&C Business Trust Management Limited M&C REIT Management Limited
Dir
ector of:
CDL HBT Cambridge City Pte. Ltd CDL HBT Cambridge City (UK) Ltd
CDL HBT Cambridge City Hotel (UK) Ltd CDL HBT Hanei Pte. Ltd
CDL HBT North Ltd
CDLHT Munich One Pte. Ltd
CDLHT Munich Two Pte. Ltd CDL HBT Oceanic Holdings Pte Ltd
CDL HBT Oceanic Maldives Pvt Ltd CDL HBT Oceanic Maldives Pvt Ltd
CDL HB
T 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 Pvt Ltd
CDL Oceanic T
wo Ltd CDLHT Sanctuary Limited
CDLHT Sunrise Limited
CDLHT Sunshine Limited
CDLHT T
wo Ltd
CDLHT T
wo Pte. Ltd
Hospitality Holdings Pte Ltd
Munich Furnitur
e B.V.
NKS Hospitality I B
.V.
Sanctuary Sands Maldives Private Limited
Sun Four Investments Limited
Sun One Investments Limited
Sun Thr
ee Investments Limited
Sun T
wo Investments Limited
Sunshine Hotels Austr
alia Pty Ltd
The Lowry Hotel Ltd
36 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION – continued
RJ Austin
Director of:
Anglebury & Konig Limited
Austand Securities Limited
Café Brands Limited
CBMC Limited
CCNZ Limited
Cur
e Kids Limited
Cure Kids Capital Limited
Cure Kids Management Limited
Cure Kids Ventures Limited Cure Kids Ventures Management Limited
Diatranz Otsuka Limited
Fr
esh Appeal Fruitees Limited
Living Cell Technologies New Zealand Limited
Northington Investments Limited
Ohaupo Farms Limited
P
astoral Management Limited
Step Sciences Limited
Vintage Sport and Leisure Limited
YLC Limited Your Local Collective Limited
J Henderson
Director of:
John Henderson Resources Limited
T
e 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
1
10,001 – 120,000
1
280,00
1 – 290,000
1
DONA
TIONS (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
20
17
20
16
Annual Audit
52 51
KPMG Other Services
1
14
SUBSIDIARY COMPANY AND DIRECTORS (section 211(2), Companies Act 1993)
The Company’s subsidiary and its directors as at 31 December 2017 are listed below:
Name
Dir
ectors
Owner
ship Activity
CDL Land New Zealand Limited
BK Chiu,
J Lindsay
, JB Pua
1
00.00%
Development & Sale of Residential Land Sections
The dir
ectors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.
CORPORATE DIRECTORY
BOARD OF DIRECTORS
Colin Sim (Chairman)
BK Chiu (Managing Director)
Kian Seng Tan (Non-Executive Director)
Vincent Yeo (Non-Executive Director)
Roy Austin (Independent Non-Executive Director)
John Henderson (Independent Non-Executive 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
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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