Asset Plus/Announcement
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Annual Report, Annual Meeting and Director Nominations

AGM29 June 2018APLReal Estate

ANNUAL REPORT 2018

The notes set out on pages 37 to 57 form part of, and should be read in conjunction with, the consolidated financial statements
Don’t be af raid to

give up the good to

go for the great

2

The notes set out on pages 37 to 57 form part of, and should be read in conjunction with, the consolidated financial statements.
3

Contents
Chairman’s Report 5

Key Highlights 6

Manager’s Report 8

Finance Report 10

Property Report 14

Director Profiles 18

Corporate Govenance 20

Financial Statements 31

Independent Auditors Report 58

Shareholder Statistics 61

Directory 63

4

Chairman’s Letter
Embracing a new

strategic direction

With Augusta, the Board have now identified a defined value add

strategy in which the company will seek to acquire properties

with the potential to reposition, redevelop and lease; all with the

aim of creating future value. We believe that the future strategy

differentiates Asset Plus (Formerly NPT) from the sector and

provides a framework for relative outperformance.

The last 12 months have produced a

steady financial result whilst we have

embedded a new board and negotiated

a new management arrangement. As

a result we have set a platform from

which we can all put performance related

legacies behind us and embark on a

unique new strategic direction.

On 19 March 2018, shareholders voted to

externalise the management of Asset Plus to the

Augusta Funds Management team who have

a strong track record of success in real estate

management. In the period since Augusta have

joined us, their team has provided considerable

focus and resource to the existing assets to ensure

that the foundations are strong for the future.

You are probably aware that we have made some

changes already, including changing our name to

Asset Plus Limited. This name is designed to more

accurately demonstrate our strategic purpose.

We are confident that the existing portfolio is

now financially sustainable and alongside our new

branding we believe we are well positioned for value

add related growth moving forward.

The new strategic direction is to refocus Asset Plus to

a yield plus growth orientation and seek assets that

are capable of benchmark outperformance. Asset

Plus will primarily focus on assets north of Taupo with

a heightened focus on Auckland. However, we will

consider assets in other locations throughout NZ for

their ability to deliver shareholders with appropriate

risk adjusted returns.

I would like to thank you all for your support during

our transition period, and I can assure you that we

are focussed on ensuring that the future for Asset Plus

shareholders presents greater opportunity than was

experienced as NPT.

Regards

Bruce Cotterill

Chairman

5

Key Highlights
from the Last Financial Year

26.6

%

LOAN TO VALUE RATIO

$

6.15

ADJUSTED FUNDS

FROM OPERATIONS OF

million

33.1% at 31 March 2017

NET PROFIT AFTER TAX

$

3.095

million

$3.073 million in the prior

corresponding period (pcp).

EXECUTE FUTURE

STRATEGY.

The sale of both

Print Place and the AA

Centre creates balance

sheet capability to

Key Highlights

6

Chairman’s Report (continued)
EXTERNALISATION

OF MANAGEMENT

to Augusta for

$4.5 million.

WALE

4.4

which is reduced

from 4.6 years (pcp)

years

9 7. 4

%

PORTFOLIO

OCCUPANCY

due to higher occupancy at

Stoddard Rd, Auckland and the

sale of Print Place, Christchurch.

increased from 96%

70.6

NET TANGIBLE

ASSETS

reduced from 72.3 cps.

cents per share

Key Highlights

7

Manager’s Report
Strategy Overview

Augusta is pleased to be able to present to shareholders our first Manager’s Report

after having been in control now for approximately 3 months. As Augusta Capital is

Asset Plus’ largest shareholder (18.85%) we are delighted to now be able to shape

the future of the business to the ultimate benefit of all shareholders.

As a reminder to all investors before we summarise the year that was, we thought

it important that we reiterate the strategic direction Asset Plus is now following.

Accordingly, Augusta’s strategy recommended by the Board and supported by

shareholders follows:

Manager’s

Report

A growth mandate to target assets

for their ability to contribute to a

yield plus growth orientation

Adopt a wide ranging

diversified, value-add strategy

that is sector agnostic

Geographical capability to invest

in major regions with a focus on

assets north of Taupo and more

specifically, Auckland

Seek assets capable of benchmark

outperformance through active

management and development

Provide the S&P/NZX All Real

Estate Index with a pure real

estate growth stock which is

capable of taking advantage

of inevitable changing

economic conditions

As Asset Plus’

manager, Augusta’s

overarching strategic

objective is to:

Close the share

price to NTA gap by

resolving existing

asset issues and

restoring faith in Asset

Plus asset valuations

Create sustainable

shareholder growth

through disciplined

acquisition

8

Manager’s Report
The Result

The year ended 31 March 2018 represents consistency

in operating earnings against the prior corresponding

period (pcp), however revaluation adjustments and

losses on disposal have resulted in a 2.3% reduction in

net tangible assets.

Highlights from FY18 include:

• Net profit after tax of $3.095 million ($3.073

million in the prior corresponding period (pcp)).

• Adjusted funds from operations of $6.15 million.

• Portfolio occupancy is 97.4% which has increased

from 96% due to higher occupancy at Stoddard

Rd, Auckland and the sale of Print Place,

Christchurch.

• The WALE is 4.4 years, reduced from 4.6 years (pcp)

• Loan to value ratio is 26.6% (33.1% as at 31

March 2017).

• Net tangible assets of 70.6 cents per share

reduced from 72.3 cps.

• The sale of both Print Place and the AA Centre

creates balance sheet capability to execute

future strategy.

• Externalisation of management to Augusta for

$4.5 million.

Dividend

A final quarter dividend of 0.9 cents per share has

been declared, with the record date set for 13 June

2018 and payment made on 20 June 2018.

Total dividends paid for the year are 3.60 cents per

share which is consistent with guidance.

Outlook

Post the sale of the AA Centre, which is expected

to settle in July 2018, there is further balance sheet

capacity to acquire investment property which is in line

with the future strategy.

The primary focus is to close

the share price to NTA gap

through active management

and pursue prudent

investment opportunities

that provide yield plus growth

potential for shareholders.

9

Finance Report
Finance

Report

2018

$’000

2017

$’000

2016

$’000

2015

$’000

2014

$’000

Net Rental Income11,704 11,90611,575 11,475 10,790

Administration Expenses(2,225) (2,612) (2,318) (2,112) (3,115)

Redundancy Costs(726) - - - -

Gross Operating Profit8,753 9,294 9,257 9,363 7,675

Net Finance Costs(2,821) (2,726) (2,448) (2,404) (1,689)

Operating Profit Before Fair Value

Movements, Disposals And Taxation

5,932 6,568 6,809 6,959 5,986

Net Gain / (Loss) from Canterbury

Earthquake

- - - - (89)

Net Gain / (Loss) on sale of Plant and

Equipment

(29) (87) - 1 (6)

Net Gain / (Loss) on sale of Investment

Property

(2,970) - - - -

Unrealised Gain / (Loss) in Fair Value of

Interest Rate Swaps

79 732(677) (829) 458

Unrealised Gain / (Loss) in Fair Value of

Investment Properties

(2,945) (1,651) 3,160 1,187 2,633

Transaction Costs(686) (1,339) - - -

Sale of Management Rights4,500 - - - -

Profit Before Income Tax3,881 4,223 9,292 7,318 8,982

Income Tax Expense(786) (1,150) (895) (933) (1,350)

Total Comprehensive Income3,0953,0738,3976,3857,632

Basic and diluted earnings per share 1.91 1.90 5.19 3.94 4.71

Five Year Financial Summary

10

Financial Result Summary
20182017Variance Comment

Net Income11,704 11,906 (202)

Income lower due to increased

vacancies at Print Place, offset by

new tenants at Stoddard Road

and the AA Centre.

Administration Expenses(2,225) (2,612) 387

Savings on Legal Fees and

Staff Costs (people leaving

but not replaced) offset by

higher depreciation

Redundancy Costs(726) - (726) Costs of externalisation

Gross Operating Profit8,753 9,294 (541)

Net Finance Costs(2,821) (2,726) (95) Higher debt profile across the year

Operating Profit Before Fair Value

Movements, Disposals And Taxation

5,932 6,568 (636)

Net Gain / (Loss) on sale of Plant and

Equipment

(29) (87) 58

Net Gain / (Loss) on sale of Investment

Property

(2,970) - (2,970) Loss on sale of Print Place

Unrealised Gain / (Loss) in Fair Value of

Interest Rate Swaps

79 732 (653)

Unrealised Gain / (Loss) in Fair Value of

Investment Properties

(2,945) (1,651) (1,294)

Loss driven by AA Centre and

Eastgate, offset by 22 Stoddard

Road

Transaction Costs(686) (1,339) 653

$430,00 carry over of costs from

the Kiwi proposal, $256,000 from

the Augusta transaction

Sale of Management Rights4,500 - 4,500 Externalisation to Augusta

Total Other Gains / (Losses)(2,051) (2,345)

Profit Before Income Tax3,881 4,223

Income Tax Expense(786) (1,150)

Total Comprehensive Income3,095 3,073

Finance Report (continued)

11

Finance Report (continued)
Adjusted Funds from Operations - Reconciliation to Net Profit After Tax

1

Adjusted funds from operations (AFFO) is non-GAAP financial information and is a common investor metric, calculated based

on guidance issued by the Property Council of Australia. Asset Plus considers that AFFO is a useful measure for shareholders

and management because it assists in assessing the Company’s underlying operating performance. This non-GAAP financial

information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial

information prescribed by other entities. A reconciliation of the net profit after tax to AFFO is included in results presentation.

The independent auditors have confirmed that the AFFO calculations have been fairly extracted from the audited Group financial

statements for the year ended 31 March 2018.

The adjusted funds from operations support the current dividend level and represents a pay-out ratio of 95%. Net revenues from

the property portfolio have been flat with no material growth. There were no material lease expiries (aside from the now divested

Print Place) during the period, however no new material leases were signed with respect to vacancies at Eastgate.

2018

$’000

2017

$’000 Comments

Statutory Net Profit After Tax3,095 3,073

Investment Property and Inventory

Losses from sales of investment property2,970 - Sale of Print Place

Fair value loss on investment property2,945 1,651 Revaluation losses higher in '18 than '17

Depreciation on owner occupied PP&E357 129 High depreciation on head office assets

Financial Instruments

FV gain on the mark to market of derivatives(79) (732)

Deferred Tax

Deferred Tax Expense(438) 78 Sale of Print Place

Tax on depreciation recovery (non-operating)209 - Depreciation recovered from Print Place

Other unrealised or one-off items

Sale of Management Rights(4,500) - Sale of management rights to Augusta

Transaction Costs686 1,339

$430k from Kiwi proposal, $256k for

Augusta externalisation

Restructuring Costs523 - After tax effect of redundancy payments

Legal Proceedings Costs - 255

Net Loss on Sale of Plant and Equipment29 87 Loss on sale of fixed assets

Net operating income after tax5,797 5,880 1.4% drop from '17 to '18

Incentives and Rent Straightening

Amortisation of lease incentives and costs482 280

Higher in '18 due to accelerated

amortisation from the AA Centre

Funds From Operations (FFO)6,279 6,160 1.9 % increase from '17 to '18

G1 Derivative close out costs - -

Maintenance CAPEX(131) (255)

Adjusted Funds From Operations (AFFO)

1

6,148 5,905 4.1 % increase from '17 to '18

CPS3.80 3.65

12

Financial Performance
In comparison with 2017 rental income fell at Print

Place and Eastgate, due to increased vacancies and

lower opex recovery respectively. Rental income

increased at Stoddard Road due to new tenants

and increased opex recovery and at the AA Centre

due to new tenants.

Administration costs were marginally lower than last

year due to savings on legal fees and staff costs (due

to a lower number of employees). This excludes $0.73

million of restructuring costs which were incurred as

part of the externalisation.

Funding costs reflected a slightly higher debt profile

during the year. Material debt repayments were

made late in March 2018 and there is now $25.50

million of undrawn debt.

Transaction costs of $0.69 million were incurred

with the bulk of these relating to the Kiwi proposal.

$0.26 million related to the externalisation of

management to Augusta.

A loss on revaluation of investment property of

$2.95 million was recorded, driven primarily by

Eastgate and the AA Centre. Reclassifications of

lease fitouts and certain plant and equipment as

investment property further increased the loss on

revaluation by $0.98 million.

The stairwell project at the AA Centre is now

forecast to cost materially more than was

originally estimated and a full allowance for the

expected costs to complete has been recorded in

this financial year.

Print Place was divested on 29 March 2018 and a

$2.97 million loss realised.

The receipt of $4.50 million from Augusta for the

management contract rights has been recorded

as income.

Finance Report (continued)

Balance Sheet

$44.50 million of debt is currently drawn which

represents a LVR of 26.6% (33.1% in the prior year).

Asset Plus has $25.50 million of headroom on its

$70 million banking facility with the Bank of New

Zealand.

The NTA is now 70.6 cents per share (down from

72.3 cps in the pcp) driven by the unrealised

revaluation loss as well as the realised loss on

disposal of Print Place, offset against the sale of the

management rights.

Net book value of Plant and Equipment has

reduced from $1.07 million to $0.08 million. This is

mostly due to the effect of a change in accounting

policy in which plant and equipment that are an

integral part of the buildings have been included in

the investment property valuations.

Current liabilities include a $4.70 million deposit for

the sale of the AA Centre.

13

Eastgate
Shopping

Centre

It has been a challenging year for Eastgate. The speciality

retail market has remained difficult for a number of

operators, with two tenants placed into liquidation over

the course of the year and two other tenants vacating the

centre at lease expiry. As a result moving annual turnover

and pedestrian counts are both down year on year.

Occupancy

94.30%

WALT

4.7 years

Market value

(31 March 2018)

$58m

Passing Rent

$3.91m

Passing Rent Yield

6.74%

Market Cap Rate

(2018)

8.00%

This, in conjunction with the pending renewal of lease for anchor tenant

Countdown due in December 2018, has seen the value compress from $61m

to $58m. Colliers International took over the property management function

for the centre in September 2017. Colliers have a depth of expertise both at

a local and national level that is already starting to drive increased activity at

the centre. We can be confident that the asset value is now at a level which

provides us with a platform to improve from in the future.

The market rent review for Countdown was successfully settled during the

year, representing a 5% increase, and the Library has renewed for a further

term. Management are focused on a reinvigoration strategy for the centre to

decrease vacancy, drive an increase in income and restore value in the centre

moving forward.

Cnr Buckleys Road

& Linwood Avenue,

Christchurch

Property Report

14

Heinz Wattie’s
National

Distribution

Centre

Hawkes Bay, the original home of Heinz Wattie’s, retains

its reputation around the world as one of the finest areas

for producing fruit and vegetables. With the Heinz Wattie’s

production facility right next door, the Distribution Centre

remains an integral part of its regional production and

distribution infrastructure.

Occupancy

100.00%

WALT

8.9 years

Market value

(31 March 2018)

$27.30m

Passing Rent

$2.13m

Passing Rent Yield

7.82%

Market Cap Rate

(2018)

8.13%

The Distribution Centre currently processes over 1,200 product lines and Heinz

Wattie’s have communicated its requirement for expansion of the current

facility. We are currently working with Heinz Wattie’s to improve the asset and

ensure that it meets their changing needs in the future.

113 Elwood Road,

Hastings

Property Report (continued)

15

Roskill Centre
22 Stoddard Rd remains one of the preferred neighbourhood

shopping centres on Auckland’s southern isthmus, evidenced

by the foot traffic on a daily basis.

Occupancy

100%

WALT

3.8 years

Market value

(31 March 2018)

$38m

Passing Rent

$2.50m

Passing Rent Yield

6.58%

Market Cap Rate

(2018)

6.25%

Anchored by The Warehouse, the centre provides the community with a healthy

tenancy mix and is currently 100% occupied. The strong tenant demand to

remain and renew at the centre further supports the investment decision to

retain this asset and continue to enhance its potential in the future.

22 Stoddard Road,

Mt Roskill, Auckland

Property Report (continued)

16

AA Centre
Unconditionally sold.

Settles 12 July 2018.

WALT

1.65 years

Market value

(31 March 2018)

$43.80m

Passing Rent

$3.40m

Passing Rent Yield

7.76%

Market Cap Rate

(2018)

7.25%

Located on the corner of Albert and Victoria Streets, this central location

adjoins the popular Federal Street entertainment and dining precinct. The AA

Centre is an 18 level high-rise office tower with ground floor retail space and a

basement car park.

The building is unit titled with Asset Plus owning the majority of the floors.

99 Albert Street,

Auckland

Property Report (continued)

17

Bruce Cotterill
Chairman,

Non-Executive

Independent Director

Bruce Cotterill

joined the Board

of Asset Plus in

April 2017. Bruce

is an experienced

CEO, Chairman and

Company Director,

who has excelled in a

number of sectors and in a

range of extremely demanding

roles. This includes businesses going

through major transformation brought about by financial

performance, structural change and cultural issues. As

a CEO he has led real estate group Colliers, both in New

Zealand and Australia, Kerry Packer’s ACP Magazines,

and iconic New Zealand sportswear company

Canterbury International. As CEO of Yellow Pages Group

he was appointed to lead that Company through a period

of dramatic change, including the restructure of the

Company’s $1.8 billion of debt. Bruce was Chairman of

Noel Leeming Group for 8 years until that Company’s sale

to The Warehouse, and he is currently Chairman of both

MOVE Logistics Limited, and Swimming New Zealand.

Carol Campbell

Non-Executive

Independent Director

Carol Campbell joined

the Board of Asset

Plus in May 2015.

Carol is a Chartered

Accountant and a

member of Chartered

Accountants Australia

and New Zealand.

Carol has extensive

financial experience and

a sound understanding of

efficient Board governance.

Carol holds a number of directorships across a broad

spectrum of companies, including T&G Global, New

Zealand Post, NZME and the Fisher Listed Investment

companies – Kingfish, Barramundi and Marlin Global,

where she is also Chair of the Audit and Risk Committee.

She is also a Director of Kiwibank and Chair of Ronald

McDonald House Charities in New Zealand. Carol was

a Director of The Business Advisory Group for 11 years,

a Chartered Accountancy Practice, and prior to that a

partner at Ernst & Young for over 25 years.

Paul Duffy

Non-Executive Director

Paul Duffy has over 35

years’ experience in the

property investment/

development industry,

including CEO/executive

director of DNZ Property

Fund (now named

Stride Property) for 13

years. During his career,

Paul held the position of

General Manager of Fletcher

Property Limited and was Joint

Managing Director of US Real Estate

Subsidiaries for the Abu Dhabi Investment Authority. In

this role he oversaw the formation of a large real estate

portfolio in the United States and Europe. Paul is currently

a Director of Leighs Construction and a number of private

companies. Paul is also the chairman of Augusta Capital

and Augusta Funds Management and is therefore not an

independent director.

Allen Bollard

Non-Executive

Independent Director

Allen has a long

background

in accounting,

business analysis,

risk management,

tax, and finance,

mostly in property and

construction. Starting

as a partner in a major

accounting firm, he was then

CFO for three listed property

companies and for ten years was CEO/CFO of Tramco

Group, which managed and financed several large

privately held leasehold land owning partnerships

including Viaduct Harbour Holdings, Tram Lease, Quay

Lease, Kiwi Forests, Wairakei Pastoral and Calland

Properties Ltd. He is now an independent business and

finance consultant and Director, still advising Tramco

and is an independent trustee for the Wyborn and Green

families. He is the Government approved independent

director of Tamaki Makaurau Community Housing Joint

Venture and Chair of the Odyssey House Board

of Trustees.

Director Profiles

Director Profiles

18

Augusta
Founded in 2001, Augusta is a leading diversified

listed fund manager with value-adding and asset

management expertise across New Zealand and

Australia. Augusta owns and manages 99 properties

across the office, retail and industrial sectors, with

$1.85 billion of assets under management.

Augusta employs 36 staff across offices in Auckland

and New Plymouth, with specialist expertise in asset

management and development management, as well

as other essential professional functions including

accounting, treasury and investor relations, legal,

compliance and company secretariat.

The number of assets it manages gives Augusta a

vantage point from which to understand the market

and unlock real estate opportunities. Augusta

has comprehensive and up-to-date knowledge

and insights pertaining to property buyers/sellers,

tenants and, importantly, the constant and subtle

shifts to lending and bank sentiment. Understanding

this sentiment has a critical bearing on the

investment strategies ultimately determined for each

property it manages.

Augusta’s wide market reach, coupled with its

professional expertise across all the key areas of

property management, represents the backbone of

the value proposition which will underpin its strategy

for the Asset Plus portfolio future growth and success.

There is a dedicated asset manager for each property

within the portfolio with oversight from the senior

management team in respect to portfolio strategy.

In line with the yield plus growth ambitions of Asset

Plus, each asset manager has been selected for their

ability to actively manage each asset and exhaust all

avenues to extract value from the existing portfolio in

the short term.

19

Corporate Govenance
Corporate

Governance

Principal 1 - Code of Ethical

Behaviour

Directors should set

high standards of ethical

behaviour, model this

behaviour and hold

management accountable

for these standards being

followed throughout

the organisation.

A Code of Ethics has been adopted under which the

Company has set out expectations for all Directors,

officers, any employees and representatives to act in

a manner consistent with its guiding principles and

the values set out in its Code of Ethics. This Code sets

out clear expectations of ethical decision-making and

personal behaviour with regard to confidentiality,

securities trading, transparency, company

information, conflict resolution processes, workplace

responsibilities, environmental responsibility and

stakeholder interaction. A copy of the Code of Ethics

is available at www.assetplusnz.co.nz/wp-content/

uploads/code_of_ethics_final.pdf.

Any illegal or unethical behaviour is to be reported

to the Board. The Chairman may determine whether

an exception or waiver is granted. Otherwise a sub-

committee of the Board will be formed to determine

what action should be taken.

Asset Plus’ manager, Augusta, has also adopted a

Code of Ethics which applies to its employees and

directors. The Code sets out the minimum standards

expected of Augusta’s employees and directors and is

intended to facilitate decisions that are consistent with

Augusta values, business goals and legal and policy

obligations. A copy of the Augusta Code of Ethics is

available at www.augusta.co.nz/assets/Uploads/

Augusta-Code-of-Ethics.pdf.

Asset Plus has also adopted a share trading policy

which sets out the rules for dealing in the listed

financial products of Asset Plus. The policy prohibits

trading by directors of Asset Plus without the written

consent of the Company Secretary. The Board may set

‘no trade’ periods around the release of the Annual

and Interim reports, changes in Asset Plus’ capital

structure or where there is significant acquisition or

divestment activity happening. A copy of the policy

is available at www.assetplusnz.co.nz/wp-content/

uploads/share_trading_policy_final.pdf.

Augusta has also adopted an Insider trading Policy

which sets out the rules for dealing in the financial

products of any entity that Augusta manages

(including Asset Plus). The policy prohibits trading

by any employee or director of Augusta without the

written consent of the Augusta Chair. Other than in

exceptional circumstances, all trading is prohibited

during blackout periods for 30 days prior to half- and

full-year balance dates until the first trading day

after the relevant results are announced. A copy of

the policy is available at www.augusta.co.nz/assets/

Uploads/Augusta-Insider-trading-policy.pdf.

The Board of Asset Plus is committed to maintaining the highest standards of

business behaviour and accountability.

Accordingly, the Board has adopted corporate governance policies and practices

designed to promote responsible conduct.

The corporate governance framework is set out in Asset Plus’ Corporate

Governance Manual, a copy of which can be found at the Company’s website:

www.assetplusnz.co.nz/corporate-governance.

This section sets out Asset Plus’ corporate governance policies, practices and

processes by reference to the NZX Corporate Governance Code’s eight key

principles and supporting recommendations.

20

Corporate Govenance (continued)
Principal 2 - Board Composition

& Performance

To ensure an effective board,

there should be a balance

of independence, skills,

knowledge, experience

and perspectives.

Board Charter

The Asset Plus Board has adopted a Board Charter

and Governing Principles which sets out that

the specific responsibilities of the Board and its

Committees include:

• oversight of the Company including its control and

accountability procedures and systems;

• setting the strategic direction and objectives of

the Company;

• oversee the audit and monitor risk;

• approval of operating plans including annual

business plans and budgets;

• monitoring actual results against the annual

business plan, budget and strategic objectives;

• delegating the appropriate authority of the

management of the company, and monitoring

management’s performance on a regular basis;

• setting the remuneration of the Directors;

• approval and monitoring of the progress of capital

expenditure, capital management initiatives and

acquisitions and divestments;

• approval of capital structure and dividend policies;

and

• oversight of disclosure and monitoring of price

sensitive matters affecting the Company.

Director nominations and appointments

The Board has adopted a Nomination Committee

Charter which sets out the procedure for nominating

and appointing potential directors to the Board.

Given its size, the full Board of Asset Plus acts as the

Nominations Committee. The responsibilities set out in

the Nomination Committee Charter are:

• to identify and nominate candidates to fill Board

vacancies as and when they arise;

• before making an appointment, to evaluate the

balance of skills, knowledge and experience on

the Board and, in the light of the evaluation, to

determine the role and capabilities required for

the appointment;

• to formulate succession plans for Directors taking

into account the challenges and opportunities

facing the Company and the skills and expertise

accordingly required to govern the Company in

the future;

• to regularly review the structure, size and

composition (including the skills, knowledge

and experience) of the Board and to make

any changes;

• to keep under review the leadership requirements

of the Company, both non-executive and

executive, with a view to ensuring the continued

ability of the Company to compete efficiently in

the marketplace; and

• to consider such other matters relating to Board

nomination or succession issues as may be

identified by the Board.

Formal agreements are entered into with all

new directors.

21

Board composition
Director profiles are on page 18 and director

shareholdings on page 29.

Directors undertake continuing education to keep their

skills current and understand how to best perform

their duties.

The Board Charter sets out that the Board will review

its performance as a whole on an annual basis and

instigate additional comprehensive reviews as may

be deemed necessary from time to time. External

consultants may be commissioned as needed to assist

in the assessment of individual director performance,

the effectiveness of the Board’s processes and/or the

Board’s own effectiveness.

Diversity

Asset Plus has not adopted a diversity policy as it no

longer has any employees. Instead, the Asset Plus

Board has reviewed the Manager’s diversity policy

and relied on the Manager to implement diversity

measures with its employees.

Breakdown of Gender Composition of Asset Plus’

Directors and Officers.

MaleFemale

Financial

YearDirectorsOfficersDirectorsOfficers

Year ending

31 March

2018

3310

Year ending

31 March

2017

2110

Chair and CEO

In accordance with the NZX Corporate Governance

Code, Asset Plus’ Chair is not also its CEO.

Principle 3 – Board Committees

The board should use

committees where this will

enhance its effectiveness in

key areas, while still retaining

board responsibility.

The Asset Plus Board has established a separate Audit

and Risk Committee comprising of three directors. The

Corporate Governance Manual also includes charters

for Nominations Committee and Remuneration

Committee. However, the full Board undertakes the

responsibilities of those Committees. Given the size

and operations of Asset Plus, the Board does not

consider that any further committees are necessary.

Audit and Risk Committee

The Audit and Risk Committee’s primary

objectives are:

• to set the principles and standards with respect

to internal controls, accounting policies and the

nature, scope, objectives and functions of the

external audit. This objective enables the Board

to satisfy itself that management is discharging

its responsibilities in accordance with established

processes and, wherever practical, best practice

methodologies; and

• to ensure the efficient and effective management

of all business risks, and the efficient and

effective compliance with Asset Plus’ Risk

Management Policy.

Corporate Govenance (continued)

22

Key responsibilities for the Audit and Risk
Committee include:

• Establishing guidelines for the selection,

appointment and/ or removal of the external

auditor as well as the rotation of the lead partner

of the audit firm;

• Ensuring the external auditor is discharging

its responsibilities, including monitoring the

effectiveness, objectivity and independence of the

external auditor.

• Reviewing draft financial statements, NZX

preliminary announcements and annual and

interim reports;

• Reviewing accounting policies and practices;

• Reviewing the risk management policy and the

annual risk management plans; and

• Reviewing the Delegated Authority

Policy annually.

The members are all independent directors being

Carol Campbell (Chair), Allen Bollard and Bruce

Cotterill. The Audit and Risk Committee meets at

least twice a year. During the 2018 financial year two

meetings were held which were each attended by all

members of the Audit and Risk Committee.

Representatives of the Manager only attend meetings

of the Audit and Risk Committee at the invitation of

the committee.

Remuneration Committee

The full Board acts as the Remuneration Committee.

The Remuneration Committee Charter is included in

the Corporate Governance Manual. The responsibilities

include setting and reviewing all components of the

remuneration of non-executive Directors.

Nominations Committee

The full Board acts as the Nominations Committee.

The Nominations Committee Charter is included in the

Corporate Governance Manual. The responsibilities

are as set out on page 21.

Takeover Protocols

In June 2018, the Board adopted protocols setting

out the procedures to be followed if a takeover offer

is received.

Principle 4 – Reporting & Disclosure

The board should demand

integrity in financial and non

financial reporting, and in

the timeliness and balance

of corporate disclosures.

Continuous disclosure

Asset Plus has adopted a disclosure policy setting

out its approach to disclosing material information

and communication with shareholders or analysts.

Asset Plus recognises that the cornerstone of New

Zealand and international securities law is full and fair

disclosure of material information and that the timely,

non-exclusionary distribution of information to the

public is crucial to the efficiency and integrity of the

capital markets.

A copy of the policy is available on Asset Plus’ website

at www.assetplusnz.co.nz/corporate-governance,

along with the Corporate Governance Manual.

Non-financial disclosures

Due to the change of management during the past

financial year and Asset Plus’ limited staff resources

during that financial year, Asset Plus has not

considered ESG policies and disclosures. Asset Plus

has an objective of providing further reporting in the

2019 annual report.

Corporate Govenance (continued)

23

Principle 5 – Remuneration
The remuneration of directors and executives should be

transparent, fair and reasonable.

Remuneration of directors is reviewed by the Board.

The director remuneration pool was approved at $300,000 when Asset Plus was formed following the

corporatisation of the National Property Trust in 2011. In June 2017, the Asset Plus board approved the

following director fees:

Director remuneration

DirectorBase director feesCommittee feesAnnual fee

Amount paid

during the year

Bruce Cotterill $90,000 – chair-$90,000$82,339

Carol Campbell$65,000$10,000 – Chair of Audit and Risk Committee$75,000$70,000

Allen Bollard$65,000$5,000 – Member of Audit and Risk Committee $70,000$62,826

Paul Duffy$65,000-$65,000$57,500

Total $300,000

Approved pool$300,000

Anthony Sewell was also paid fees of $6,667 during the period until his removal as a director on 21 April 2017.

As Asset Plus no longer has any employees, it does not have a remuneration policy.

Chief Executive Remuneration

Asset Plus is unable to disclose details of the remuneration of its former Chief Executive, Tony Osborne for the

2018 financial year due to confidentiality obligations.

Following the externalisation of management to Augusta, Asset Plus no longer has any employees.

Remuneration of employees whose remuneration and benefits exceeded $100,000 for the year ending 31

March 2018

20182017

$1,020,000-$1,029,9991-

$600,000-$609,999-1

$170,000-$179,9991-

$140,000-$149,999-1

$130,000-$139,999-1

$110,000-$119,999-1

$100,000-$109,9991-

Corporate Govenance (continued)

24

Principle 6 – Risk Management
Directors should have a

sound understanding of the

material risks faced by the

issuer and how to manage

them. The Board should

regularly verify that the issuer

has appropriate processes

that identify and manage

potential and material risks.

Asset Plus has a risk management policy (set out in

the Corporate Governance Manual). As part of this

a range of risks have been identified from financial/

operational risk to investment market risk with

causes, potential outcomes and risk management

strategies detailed.

Asset Plus also relies on Augusta’s risk management

framework to identify, oversee, manage and control

risks that Asset Plus faces. Key risks have been

identified including interest rate and treasury risk,

cyber security, compliance with regulatory obligations,

property risks (such as tenant default), fraud and

health and safety risks.

Augusta is responsible under the management

agreement for advising the Asset Plus board on

risk management matters. The Audit and Risk

Committee will receive such reports and oversee

risk management.

Health and Safety

Augusta oversees health and safety compliance on a

day to day basis for Asset Plus in conjunction with the

property managers for each property. Each property

has a hazard register which is managed on a day to

day basis by Bayleys Property Services and overseen

by Augusta’s asset managers.

Augusta’s Legal and Compliance Manager oversees

compliance with Augusta’s health and safety

framework including regular reporting to the board.

This includes monthly reporting to the Board on key

health and safety statistics and incidents in addition

to quarterly reporting to the Health and Safety

Committee which considers all health and safety

hazards and incidents.

During the past year, Augusta has arranged for

asbestos surveys to be completed on all properties

within its managed portfolio and asbestos

management plans prepared and implemented where

necessary. Fire safety plans for each property have

also been updated. During the coming year, hazard

registers for each property will be re-reviewed.

A health and safety assessment will be conducted of

all new properties to identify all relevant hazards prior

to acquisition.

Principle 7 – Auditors

The board should ensure the

quality and independence of

the external audit process.

The Audit and Risk Committee Charter sets out Asset

Plus’ framework for managing relationships with

its auditor. This includes the ability for directors to

communicate directly with auditors and for auditors

to attend meetings of the Audit and Risk Committee

without management present. Any non-audit services

provided by the audit firm must be approved by the

Audit and Risk Committee.

Grant Thornton is the auditor of Asset Plus with the

audit partner rotated every 5 years. Grant Thornton

attends each annual shareholder meeting and

is available to answer shareholder questions at

the meeting.

Asset Plus has no separate internal audit function

and relies on the internal audit functions of Augusta

that are conducted as part of Augusta’s compliance

assurance programme.

Corporate Govenance (continued)

25

Principle 8 – Shareholder Rights
& Relations

The board should respect

the rights of shareholders

and foster constructive

relationships with

shareholders that

encourage them to

engage with the issuer.

Asset Plus’ website at www.assetplusnz.co.nz includes

a range of information including bios for directors,

copies of the Corporate Governance Manual, the

constitution and historical annual and interim reports.

The Company engages with shareholders through

annual and interim reports, results conference

calls, presentations to shareholders and the annual

shareholder meeting.

Shareholders have the right to receive

communications electronically by notifying the share

registrar. Major decisions which require approval

under the NZX Main Board Listing Rules are submitted

to shareholders for approval. All voting at shareholder

meetings is conducted by a poll.

The annual shareholders notice of meeting will be

provided to shareholders at least 28 days prior to the

annual meeting.

Statutory Disclosures

Principal Activities

Asset Plus Limited is a listed commercial property

investment company investing solely in New Zealand

real estate.

Board Composition

The table below sets out details of:

• the current directors of Asset Plus Limited and its

subsidiaries, including the date on which they were

appointed; and

• details of those persons who ceased to be directors

of the company and its subsidiaries during the year

ending 31 March 2018.

DirectorDate Appointed

Date ceased

to be a

director

Bruce Cotterill21 April 2017

Carol Campbell25 May 2015

Allen Bollard21 April 2017

Paul Duffy21 April 2017

Anthony Sewell25 August 201621 April 2017

Jim Sherwin10 August 201021 April 2017

Board Attendance

Directors attended the following formal meetings of

the Board in the year to 31 March 2018.

Director

Board Meetings

Held

Board

Meetings

attended

Bruce Cotterill1111

Carol Campbell1111

Allen Bollard1110

Paul Duffy1111

Interest Register Record

The following disclosures were recorded in the interest

register during the year ended 31 March 2018.

Specific Disclosures

There were no specific disclosures made during the

year for interests in any transactions entered into by

Asset Plus Limited or its subsidiaries.

Corporate Govenance (continued)

26

Name of DirectorNature of InterestCore Business
Allen BollardDirectorDeed of Indemnity

DirectorAsset Plus Limited

DirectorNPT Management Team Limited

DirectorNPT Capital Limited

DirectorThe National Property Trust No. 2 Limited

DirectorEastgate Shopping Centre Limited

Director99 Albert Street Limited

Director22 Stoddard Road Limited

DirectorNPT 10 Limited

DirectorNPT 11 Limited

Independent TrusteeWyborn Investment Trust- Private family trust invested primarily in real estate

Independent TrusteeAffinity Trust- Private family trust invested primarily in real estate

Independent TrusteeRiverside Trust- Private family trust invested primarily in real estate

TrusteeBean Rock Trust- Private family trust invested primarily in real estate

ChairOdyssey House Trust- Gov’t funded NGO – drug and alcohol rehabilitation

DirectorRiverside Industries Ltd - Trustee for Riverside JVB Trust

Independent Director

Tamaki Makarau- Gov’t funded Community Housing development Joint

Venture

Carol CampbellDirectorAsset Plus Limited

DirectorNPT Management Team Limited

DirectorNPT Capital Limited

DirectorThe National Property Trust No. 2 Limited

DirectorEastgate Shopping Centre Limited

Director99 Albert Street Limited

Director22 Stoddard Road Limited

DirectorNPT 10 Limited

DirectorNPT 11 Limited

DirectorNZ Post Limited

DirectorNica Consulting Limited

DirectorKingfish Limited

DirectorMarlin Global Limited

DirectorBarramundi Limited

DirectorHick Bros Holding Limited & Subsidiaries

DirectorWoodford Properties Limited

DirectorKey Assets New Zealand and its Charitable Trust

DirectorAlphaXRT Limited

DirectorKiwibank Limited

DirectorT & G Global Limited

DirectorT&G Insurance Limited

DirectorBankside Chambers Limited

DirectorNZME Limited

General Disclosures

The following general disclosures were made in the year ended 31 March 2018 in respect to the Company

under Section 140(2) of the Companies Act 1993.

Corporate Govenance (continued)

27

Name of DirectorNature of InterestCore Business
Bruce CotterillDirectorDeed of Indemnity

Director & ChairmanAsset Plus Limited

DirectorNPT Management Team Limited

DirectorNPT Capital Limited

DirectorThe National Property Trust No. 2 Limited

DirectorEastgate Shopping Centre Limited

Director99 Albert Street Limited

Director22 Stoddard Road Limited

DirectorNPT 10 Limited

DirectorNPT 11 Limited

Director & ChairmanMOVE Logistics Limited

Advisory Board MemberInternational Drug Detection Agency

Independent Board

member

Duncan Cotterill

Independent Board

member

Nexia New Zealand

ChairmanSwimming New Zealand

DirectorBlue Ocean Capital Limited

DirectorInterAct Business Advisory Ltd

DirectorThe Board Limited

ConsultantBarfoot & Thompson

Paul John DuffyDirectorDeed of Indemnity

DirectorAsset Plus Limited

DirectorNPT Management Team Limited

DirectorNPT Capital Limited

DirectorThe National Property Trust No. 2 Limited

DirectorEastgate Shopping Centre Limited

Director99 Albert Street Limited

Director22 Stoddard Road Limited

DirectorNPT 10 Limited

DirectorNPT 11 Limited

DirectorAble scaffolding Limited

DirectorPKD Investments Limited

DirectorMoturoa Island Wine Limited

DirectorLeighs Construction Holdings Limited

DirectorHayphil Investments Limited

DirectorWhitby Village (2009) Limited

DirectorPKD Investments Limited

DirectorBoulder Bay Wine Company Limited

DirectorCook St Limited

DirectorCarbine Road Limited

DirectorMcDonald St Limited

General Disclosures (continued)

Corporate Govenance (continued)

28

General Disclosures (continued)
Name of DirectorNature of InterestCore Business

Paul John DuffyDirectorAugusta Value Add Fund No.1 Limited

DirectorKitchener St Limited

Director151 Victoria Street West Limited

DirectorLeighs Construction Limited

DirectorAugusta Capital Limited

DirectorAugusta Funds Management Limited

DirectorPhilhay Investments Limited

DirectorMotu Roa Island Limited

DirectorTwentyTwenty Property Finance Limited

DirectorTwentyTwenty Property Partners Limited

DirectorHayphil Property Limited

DirectorPKD Investments (No.2) Limited

Share Dealings by Directors

There were no share dealings by the Directors in the

year ending 31 March 2018.

Securities of the Company in which each Director had

a relevant interest as at 31 March 2018:

DirectorHolding

Security

Held

Nature of

Relevant Interest

Carol

Campbell

50,000Shares

Registered holder

and beneficial

owner

Indemnity and Insurance

The Company has affected Directors and Officers

liability insurance at prevailing rates for all Directors.

The Company and its subsidiaries have continued to

indemnify the Directors for any costs referred to in

Section 162(3) of the Companies Act 1993 and any

liability or costs referred to in Section 162(4) of the Act.

Donations

The Company did not make any donations in the year

to 31 March 2018 (2017: Nil).

Audit Fees

Amounts paid to the Auditor of the Company:

GROUP

2018

$’000

GROUP

2017

$’000

Grant Thornton Audit Fees7955

In addition to the audit fee

the following other fees

were paid to Auditors:

Review Engagement2929

Financial Modelling Services-47

Other Consultancy-3

Total108134

Corporate Govenance (continued)

29

2018 Financials
Financial Statements for the year ended 31 March 2018

30

Financial Statements
Contents

The financial statements were approved by the board

of NPT Limited and released to the NZX on 29 May 2018.

At that date, the company was called NPT Limited and

the financials therefore refer to NPT Limited.

Consolidated Statement

of Comprehensive Income 32

Financial Statements 33

Consolidated Statement of

Changes in Shareholders’ Funds 33

Consolidated Statement of

Financial Position 34

Consolidated Statement

of Cash Flows 35

Reconciliation of Net Profit

to Net Cash Inflow from

Operating Activities 36

Notes to the Consolidated

Financial Statements 37

Independent

Auditors Report 58

Shareholder Statistics 61

Directory 63

31

Financial Statements
The notes set out on pages 37 to 57 form part of, and should be read in conjunction with, the consolidated financial statements

Note

Group

2018

$’000

Group

2017

$’000

Gross Rental Income16,694 17,152

Other Income5 3 0

Unrealised Change in Fair Value of Interest Rate Swaps107 9 732

Sale of Management Rights254,500 -

Total Income21,278 17,914

Direct Property Operating Expenses6(4,995) (5,276)

Net Finance Costs7(2,821) (2,726)

Administration Expenses8(2,951) (2,612)

Net Loss on Sale of Plant and Equipment14(29) (87)

Unrealised Change in Fair Value of Property12(2,945) (1,651)

Net (Loss) on Sale of Investment Property12(2,970) -

Transaction Costs23(686) (1,339)

Total Expenses(17,397) (13,691)

Profit Before Income Tax3,881 4,223

Income Tax Expense9(786) (1,150)

Net Profit After Taxation3,095 3,073

Other Comprehensive Income - -

Total Comprehensive Income3,095 3,073

Earnings Per ShareCents per Share

Basic and Diluted Earnings Per Share191.91 1.90

For the year ended 31 March 2018

Consolidated Statement

of Comprehensive Income

32

The notes set out on pages 37 to 57 form part of, and should be read in conjunction with, the consolidated financial statements.
Financial Statements

For the year ended 31 March 2018

Note

Contributed

Capital

$’000

Retained

Earnings

$’000

Attributable to

Owners of

the Group

$’000

Shareholders' Funds at 1 April 2016134,089 (14,297) 119,792

Net Profit after Taxation - 3,073 3,073

Distributions Paid and Payable to Shareholders20 - (5,792) (5,792)

Other Comprehensive Income - - -

Shareholders' Funds at 31 March 2017134,089 (17,016) 117,073

Shareholders' Funds at 1 April 2017134,089 (17,016) 117,073

Net Profit after Taxation - 3,095 3,095

Distributions Paid and Payable to Shareholders20 - (5,829) (5,829)

Other Comprehensive Income - - -

Shareholders' Funds at 31 March 2018134,089 (19,750) 114,339

Consolidated Statement of

Changes in Shareholders’ Funds

33

Financial Statements
The notes set out on pages 37 to 57 form part of, and should be read in conjunction with, the consolidated financial statements

Note

Group

2018

$’000

Group

2017

$’000

Current Assets

Cash and Cash Equivalents472 2,030

Trade and Other Receivables11339 462

Prepayments340 616

Investment Property Held for Sale1243,814 -

Total Current Assets44,965 3,108

Non-Current Assets

Investment Properties12124,556 178,173

Plant & Equipment1480 1,068

Total Non-Current Assets124,636 179,241

Total Assets 169,601 182,349

Current Liabilities

Trade and Other Payables152,227 2,589

Deposit Received on Property Held for Sale124,700 -

Tax Payable9462 296

Total Current Liabilities7,389 2,885

Non-Current Liabilities

Bank and Other Loans1644,500 58,500

Deferred Tax Liability92,533 2,972

Interest Rate Swaps10840 919

Total Non-Current Liabilities47,873 62,391

Shareholders' Funds

Contributed Capital17134,089 134,089

Retained Earnings18(19,750) (17,016)

Total Shareholders' Funds114,339 117,073

Total Shareholders' Funds and Liabilities169,601 182,349

The Board of NPT Limited approved the consolidated financial statements for issued on 29 May 2018.

Consolidated Statement

of Financial Position

Bruce Cotterill Carol Campbell

Chairman Chair Audit and Risk Committee

As at 31 March 2018

34

Financial Statements
The notes set out on pages 37 to 57 form part of, and should be read in conjunction with, the consolidated financial statements.

Note

Group

2018

$’000

Group

2017

$’000

Cash Flows from Operating Activities

Cash was provided from/(applied to):

Gross Rental Income17,286 16,762

Interest Income41 69

Taxation Paid(1,057) (1,055)

Other Income5 285

Operating Expenses(6,908) (9,123)

Interest Expense(2,902) (2,794)

Net Cash Inflow from Operating Activities6,465 4,144

Cash Flows from Investing Activities

Cash was provided from/(applied to):

Sale of Investment Property8,250 -

Cost of Disposal of Investment Property(220) -

Deposit Received from Investment Property Held for Sale124,700 -

Plant and Equipment - (584)

Capital Expenditure on Investment Properties(4,738) (8,201)

Transaction Costs(686) (1,138)

Sale of Management Rights254,500 -

Net Cash (Outflow) from Investing Activities11,806(9,923)

Cash Flows from Financing Activities

Cash was provided from/(applied to):

(Repayment)/Drawdown of Bank and Other Loans (Secured)(14,000)10,500

Distributions made to Shareholders20(5,829) (5,792)

Net Cash (Outflow) / Inflow from Financing Activities(19,829) 4,708

Net Increase/(Decrease) in Cash and Cash Equivalents(1,558) (1,071)

Cash and Cash Equivalents at the Beginning of the Year2,0303,101

Cash and Cash Equivalents at the End of the Year472 2,030

Consolidated Statement

of Cash Flows

For the year ended 31 March 2018

35

Financial Statements
The notes set out on pages 37 to 57 form part of, and should be read in conjunction with, the consolidated financial statements

Group

2018

$’000

Group

2017

$’000

Net Profit after Taxation3,095 3,073

Items Classified as Investing or Financing Activities:

Unrealised (Gain)/Loss in Fair Value of Investment Properties2,945 1,651

Transaction Costs686 1,339

Loss on Disposal of Investment Property2,750 -

Loss on Sale of Plant and Equipment29 8 7

Cost of Sale of Print Place220 -

Unrealised Loss in Fair Value of Interest Rate Swaps(79) (732)

Movement in Deferred Taxation(439) 7 8

Sale of Management Rights(4,500) -

Movements in Working Capital Items:

Accounts Receivable and Prepayments868 (328)

Trade and Other Payables367 (1,170)

Taxation Payable166 1 7

Non-Cash Item

Depreciation357 129

Net Cash Inflow from Operating Activities6,465 4,144

Bank and Other Loans

1 April 201758,500

Repayments(14,000)

31 March 201844,500

1 April 201648,000

Loan Increases10,500

31 March 201758,500

Reconciliation of Net Profit to Net

Cash Inflow from Operating Activities

Reconciliation of Liabilities


arising from Financing Activities

The changes in the Group’s liabilities arising from financing activities can be classifed as follows:

For the year ended 31 March 2018

36

Notes to the Consolidated
Financial Statements

1. Reporting Entity

The reporting entity is the consolidated group comprising

NPT Limited (“the Company”) and its New Zealand

subsidiaries together referred to as “the Group”. NPT

Limited is a limited liability company incorporated and

domiciled in New Zealand. NPT Limited is registered under

the Companies Act 1993, is listed on the New Zealand

Stock Exchange (NZX) and is an FMC reporting entity

under the Financial Markets Conduct Act 2013.

The principal activity of the Group is investing in industrial,

retail and commercial property in New Zealand.

2. Statement of Compliance and Basis

of Preparation

These consolidated financial statements have been

prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (‘NZ GAAP’). They

comply with New Zealand equivalents to International

Financial Reporting Standards (‘NZ IFRS’) and other

applicable Financial Reporting Standards, as appropriate

for a profit-orientated entity that falls into the Tier 1

for profit category as determined by the New Zealand

Accounting Standards Board.

The consolidated financial statements have been

prepared under the assumption that the Group

operates on a going concern basis and also comply with

International Financial Reporting Standards (‘IFRS’) issued

by the International Accounting Standards Board.

These consolidated financial statements have been

prepared in accordance with Generally Accepted

Accounting Practice in New Zealand (‘NZ GAAP’) and

the requirements set out in section 7 of the Financial

Markets Conduct Act 2013 and the Main Board Listing

Rules of the NZX.

Basis of Measurement

The consolidated financial statements have been

prepared on the basis of historical cost, except for the

revaluation of investment properties and certain financial

instruments. They are the same accounting policies

as were applied for the year ended 31 March 2017

consolidated financial statements.

Cost is based on the fair value of the consideration given

in exchange for assets.

Accounting policies are selected and applied in a manner

which ensures that the resulting financial information

satisfies the concepts of relevance and reliability,

therefore ensuring that the substance of the underlying

transactions or other events are reported.

Functional and Presentation Currency

The consolidated financial statements are presented

in New Zealand Dollars (NZD), which is the Group’s

functional currency, rounded to the nearest thousand

dollars (000’s) except in certain notes where disclosure

may be to the dollar.

Critical Judgments in Applying Accounting

Policies and Key Sources of Estimation

Uncertainty

In the application of NZ IFRS, management are required

to make judgements, estimates and assumptions about

carrying values of assets and liabilities that are not

readily apparent from other sources. The estimates

and associated assumptions are based on historical

experience and various other factors that are believed

to be reasonable under the circumstances, the results of

which form the basis of making the judgements. Actual

results may differ from these estimates. The 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 if the revision

affects only that period or in the period of the revision

and future periods if the revision affects both current and

future periods.

In particular, information about significant areas

of estimation, uncertainty and critical judgements

in applying accounting policies that have the most

significant effect on the amount recognised in these

Consolidated Financial Statements are described in the

following notes:

• Valuation of Investment Properties (Note 12)

• Recognition of Deferred Tax (Note 9)

3. Significant Accounting Policies

Changes in Accounting Policy

In prior years certain lease fitouts, plant and equipment

and furniture and fittings have been recorded separately

from the investment properties as plant and equipment.

These have been reclassified as investment property at

reporting date as management has determined they

would likely include these items in any sale of property.

Note 14 discloses the impact of this reclassification.

In addition the Group’s policy to provide details on

its financing activities was changed as a result of the

following standard. The amendments to NZ IAS 7

‘Statements of Cash Flows’, effective 1 January 201,

require the Group to provide disclosures about the

changes in liabilities from financing activities. The Group

categorises those changes into changes arising from cash

flows and non-cash changes with further sub-categories

as required by NZ IAS 7.

The accounting policies set out below have been applied

consistently to all periods presented in these consolidated

financial statements.

For the year ended 31 March 2018

37

Basis of Consolidation
(a) Subsidiaries

The consolidated financial statements incorporate the

assets, liabilities, equity, income, expenses and cash

flows of entities controlled by NPT Limited at the end

of the reporting period or from time to time during the

reporting period. A controlled entity is any entity over

which NPT Limited has the power to direct relevant

activities, exposure, or rights, to variable returns from

its involvement with the investee, and the ability to use

its power over the investee to affect the amount of

investor return.

Consistent accounting policies are employed in the

preparation and presentation of the consolidated

financial statements.

Accounting policies of subsidiaries are consistent with the

policies adopted by the Company.

All material intra-group transactions, balances, income

and expenses are eliminated on consolidation.

(b) Investment Properties

Investment properties, which are properties held

to earn rentals and/or for capital appreciation, are

initially brought to account at cost plus related costs of

acquisition. After initial recognition, investment properties

are stated at fair value as determined by an independent

registered valuer. Investment properties are valued

annually. The fair value is based on market values, being

the estimated amount for which a property could be

exchanged on the date of the valuation between a willing

buyer and a willing seller in an arm’s length transaction

after proper marketing wherein the parties had each

acted knowledgeably, prudently and without compulsion.

In the absence of an active market, alternative valuation

techniques are utilised which may include discounted

cash flow projections, capitalisation of income or sales

comparison approach as appropriate to the property

being valued. The valuations are prepared by considering

the aggregate of the estimated cash flows expected from

rental income, the occupancy rates, average lease terms

and capitalisation rates which reflect the current market

conditions. The estimate of fair value is a judgement

which has been made based on the market conditions

which apply at each reporting date.

Any gains or losses arising from changes in the fair value

of investment properties are included in the Consolidated

Statement of Comprehensive Income in profit or loss in

the period in which the change occurred.

(c) Plant and Equipment

Each class of plant and equipment is stated at cost less

accumulated depreciation and any impairment. Any gains

or losses arising from disposal of plant and equipment are

included in Profit and Loss.

Depreciation

Depreciation is charged on a straight-line basis to write

down the cost of plant and equipment to its estimated

residual value over its estimated useful life. Plant and

equipment residual values are reviewed annually.

Summary of rates used:

Computer Equipment & Software 30% - 40%

Plant & Equipment 7% - 67%

Furniture & Fittings 8.5% - 30%

Lease Fitouts 8.40%


(d) Operating Leases

(i) Group as Lessor

Property leases under which all the risks and rewards

of ownership are effectively retained by the lessor (the

Group) are classified as operating leases. Annual rental

income and expenditure are included in the Consolidated

Statement of Comprehensive Income on a systematic

basis over the term of the lease.

(ii) Group as Lessee

Property leases are recognised as an expense on a

straight line basis over the lease term.

(e) Lease Incentives

In the event lease incentives are provided to lessees, such

incentives are recognised as an asset. The aggregate

benefits provided are amortised to the Consolidated

Statement of Comprehensive Income on the straight

line basis over the period of the lease as a reduction in

rental income, except where another systematic basis is

more representative of the time pattern in which benefits

provided are consumed.

(f) Impairment of Assets

Assets other than investment properties and deferred

tax assets are tested for impairment whenever events

or changes in circumstance indicate that the carrying

amount exceeds its recoverable amount. The recoverable

amount is the higher of an asset’s fair value less costs

to sell and value in use. For the purposes of assessing

impairment, assets are grouped at the lowest levels for

which there are separately identifiable cash flows that are

largely independent of the cash flows from other assets or

groups of assets (cash generating units).

(g) Borrowing Costs

Borrowing costs, interest payable on borrowings within

the consolidated Statement of Comprehensive Income

and gain/loss on interest rate swaps are recognised as

an expense in the profit or loss when incurred. Borrowing

costs incurred that do not relate to qualifying assets are

treated as an expense and are not capitalised.

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

38

(h) Revenue Recognition
Revenue is measured at the fair value of the consideration

received or receivable and represents rental received and

property expenses recovered in the normal course of

business. The following specific recognition criteria must

be met before revenue is recognised:

(i) Rental Income

Rental Income from Operating Leases is recognised on

a straight line basis over the term of the relevant lease

including any lease incentives.

(ii) Interest Income

Interest Income is recognised on an effective

interest method.

(iii) Sale of Investment Properties/Non-Current Assets

Held for Sale

Revenue on the sale of Investment Properties/Non-

Current Assets Held for Sale is recognised when the risks

and rewards have transferred to the buyer.

(iv) Property Management Income

Property management income is recognised on

completion of service.

(i) Taxation

The tax expense recognised in the Profit or Loss comprises

the sum of deferred tax and current tax not recognised in

other comprehensive income or directly in equity.

(i) Current Tax

Current tax is calculated by reference to the amount of

income taxes payable or recoverable in respect of the

taxable profit or tax loss for the period. It is calculated

using tax rates and tax laws that have been enacted or

substantively enacted by reporting date. Current tax for

current and prior periods is recognised as a liability (or

asset) to the extent it is unpaid (or refundable).

(ii) Deferred Tax

Deferred tax is calculated by using the liability method in

respect of temporary differences arising from differences

between the carrying amount of assets and liabilities in

the financial statements and the corresponding tax base

of those items.

Deferred tax liabilities are recognised for all taxable

temporary differences. Deferred tax assets are recognised

to the extent that it is probable that sufficient taxable

income will be available against which deductible

temporary differences or unused tax losses and tax

credits can be utilised. However, deferred tax assets and

liabilities are not recognised if the temporary differences

giving rise to them arise from the initial recognition of

assets and liabilities (other than as a result of a business

combination) which affects neither taxable income nor

accounting profit.

If a deferred tax liability or asset arises from investment

property that is measured at fair value, there is a

rebuttable assumption that the carrying amount of the

investment property will be recovered through sale. The

presumption has not been rebutted.

The Group holds investment properties for the purpose of

capital appreciation and rental income and therefore the

measurement of any related deferred tax reflects the tax

consequences of recovering the carrying amount of the

investment property entirely through sale.

In New Zealand there is no capital gains tax, therefore

the tax consequences on sale will be limited to

depreciation previously claimed for tax purposes

(i.e. depreciation recovered).

Deferred tax liabilities are recognised for taxable

temporary differences arising on investments in

subsidiaries except where the consolidated entity is able

to control the reversal of the temporary differences and it

is probable that the temporary differences will not reverse

in the foreseeable future.

Deferred tax assets arising from deductible temporary

differences associated with these investments and

interests are only recognised to the extent that it is

probable that there will be sufficient taxable profits

against which to utilise the benefits of the temporary

differences and they are expected to reverse in the

foreseeable future.

Deferred tax assets and liabilities are measured at the

tax rates that are expected to apply in the period when

the liability is settled or the asset is realised based on tax

rates that have been enacted or substantively enacted

at reporting date. Deferred tax is charged or credited in

the Consolidated Statement of Comprehensive Income,

except when it relates to items charged or credited

directly to equity, in which case the deferred tax is also

dealt with in equity.

(j) Goods and Services Tax (GST)

All items in the Consolidated Statement of Financial

Position are stated exclusive of GST, with the exception

of receivables and payables, which are stated inclusive

of GST. All items in the Consolidated Statement of

Comprehensive Income are stated exclusive of GST.

Cash flows are included in the Consolidated Statement of

Cash Flows on a net basis. The GST component of cash

flows arising from investing and financing activities which

is recoverable from, or payable to the taxation authority,

are classified as an operating cash flow.

(k) Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand,

demand deposits, and other short-term highly liquid

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

39

investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk

of changes in value.

(l) Financial Instruments

Financial Assets and Financial Liabilities are recognised

on the Consolidated Statement of Financial Position when

the Group becomes a party to the contractual provisions

of the instrument.

(i) Accounts Receivable

Accounts Receivable are measured at initial recognition

at fair value and are subsequently measured at

amortised cost using the effective interest rate method.

Appropriate allowances for estimated irrecoverable

amounts are recognised in the Consolidated Statement of

Comprehensive Income when there is objective evidence

that the asset is impaired. The allowance recognised is

measured as the difference between the asset’s carrying

amount and the present value of estimated future cash

flows discounted at the effective interest rate computed

at initial recognition.

(ii) Accounts Payable

Accounts Payable are initially measured at fair value

and subsequently measured at amortised cost using the

effective interest rate method.

(iii) Equity Instruments

Equity Instruments issued by the Group are recorded as

the proceeds are received, net of direct issue costs.

(iv) Fair Value Estimation

The fair value of financial instruments traded in active

markets is based on quoted market prices as at each

reporting date.

The fair value of derivative financial instruments is based

on quoted market prices. Where such prices are not

available, use is made of discounted cash flow analysis

using the applicable yield curve for the duration of

the instruments.

The nominal value less estimated credit risk adjustments

of accounts receivable and payable are assumed to

approximate their fair values. The fair value of financial

liabilities for disclosure purposes is estimated by

discounting the future contractual cash flows at the

current market vs. interest rate that is available to the

Group for similar financial instruments.

(v) Loans and Borrowings

All loans and borrowings are initially recognised at fair

value plus transaction costs. After initial recognition, these

loans and borrowings are subsequently measured at

amortised cost using the effective interest rate method

which allocates the cost through the expected life of the

loan or borrowing. Amortised cost is calculated taking

into account any issue costs and any discount or premium

on drawdown. Interest accrued on Loans and Borrowings

is separately disclosed under Trade and Other Payables

(refer Note 16).

The effective interest method is a method of calculating

the amortised cost of a financial liability and of allocating

interest expense over the relevant period. The effective

interest rate is the rate that exactly discounts estimated

future cash payments through the expected life of the

financial liability, or where appropriate, a shorter period,

to the net carrying amount of the financial instrument.

(vi) Derivative Financial Instruments

The Group’s activities expose it primarily to the financial

risk of changing interest rates. The Group therefore uses

interest rate swap contracts to manage these exposures.

Derivatives are initially recognised at fair value on

the date a derivative contract is entered into and are

subsequently re-measured to their fair value at the

reporting date. The gain/loss on re-measurement to

fair value is recognised in Profit or Loss within the

Consolidated Statement of Comprehensive Income.

In determining the fair value of derivatives, an adjustment

would be made to reflect the creditworthiness of the

counterparty only if material.

4. Standards and Interpretations on

Issue not yet adopted

The Group has elected not to early adopt the following

standards, which have been issued by the International

Accounting Standards Board and the New Zealand

Accounting Standards Board.

NZ IFRS 9 Financial instruments (Effective from

1 January 2018)

The New Zealand Accounting Standards Board (NZASB)

issued the completed version of NZ IFRS 9 Financial

Instruments, bringing together the classification and

measurement, impairment and hedge accounting to

replace NZ IAS 39 Financial Instruments: Recognition and

Measurement and all previous versions of NZ IFRS 9.

NZ IFRS 15 Revenue from Contracts with Customers

(Effective from 1 January 2018)

NZ IFRS 15 establishes principles for reporting useful

information to users of financial statements about the

nature, amount, timing and uncertainty of revenue

and cash flows arising from an entity’s contracts with

customers. The core principle of NZ IFRS 15 is that

an entity recognises revenue to depict the transfer of

promised goods or services to customers in an amount

that reflects the consideration to which the entity expects

to be entitled in exchange for those goods or services.

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

40

NZ IFRS 16 Leases (Effective from 1 January 2019)
NZ IFRS 16 changes the relevant information to be

reported by lessors and lessees with a view to faithful

representation of information to the users of financial

statements so they can assess the effect leases have

on cash flow, financial performance and the financial

position of the entity. The standard requires the lessee

to recognise assets and liabilities for the rights and

obligations created by those leases. Lessors reporting

requirements are similar to the previous standard NZ IAS

17 Leases.

The Directors have evaluated the impact of these new

standards on the consolidated financial position and

performance of the Group. Their current preliminary

evaluation has indicated that there is no material effect

on the Group’s result in adopting the new standards but

additional disclosures will be required.

Group

2018

$’000

Group

2017

$’000

Gross Rental Income16,694 17,152

Other Income5 30

Total Income16,699 17,182

Direct Property Operating Expenses(4,995) (5,276)

Net Income11,704 11,906

Administration Expenses(2,951) (2,612)

Gross Operating Profit8,753 9,294

Interest Income41 69

Interest and Finance Charges(2,862) (2,795)

Net Finance Costs(2,821) (2,726)

Operating Profit before Fair Value Movements, Disposals and Taxation5,932 6,568

Group

2018

$’000

Group

2017

$’000

Tenant Operating Expenses(4,120) (4,009)

Owner Operating Expenses(802) (994)

Bad Debts(29) (14)

Movement in allowance for Doubtful Debts(44) (259)

Total Direct Property Operating Expenses(4,995) (5,276)

5. Operating Profit before Fair Value Movements, Disposals and Taxation

6. Direct Property Operating Expenses

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

41

Group
2018

$’000

Group

2017

$’000

Interest Income 41 69

Interest and Finance Charges (2,862) (2,795)

Net Finance Costs (2,821) (2,726)

Group

2018

$’000

Group

2017

$’000

Audit Fees(108) (87)

Directors Fees(279) (234)

Employee Costs(931) (1,160)

Redundancy Costs(726) -

Office Costs(392) (316)

Professional Fees(313) (625)

Registry and Stock Exchange Fees(113) (105)

Shareholder Communications(66) (85)

Total Administration Expenses(2,951) (2,612)

Group

2018

$’000

Group

2017

$’000

Other Assurance Services (29) (29)

Statutory Audit (79) (58)

Total Fees Paid to Grant Thornton (108) (87)

7. Net Finance Costs

8. Administration Expenses

Fees for Grant Thornton comprise the following:

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

42

9. Income Tax
Group

2018

$’000

Group

2017

$’000

Net Profit Before Taxation 3,881 4,223

Taxation at 28% 1,087 1,182

Less Taxation Effect of Permanent Differences

Loss/(Gain) on Realisation of Investment Properties832 (389)

Investment Properties Depreciation (657) -

Adjustment for non-recovered Depreciation (272) -

Investment Properties Gain (Loss) 824 -

Loss on Disposal (7) -

Sale of Management Rights (1,260) -

Transaction Costs 192 -

Other 47 357

Taxation Expense / (Benefit) per the Statement of Comprehensive Income 786 1,150

The Income Tax Expense is represented by:

Current Tax

Current Year Tax Provision (1,223) (1,095)

Total Current Tax Movement (1,223) (1,095)

Current Tax Asset / (Liability)

Opening Balance (296) (279)

Current Year Tax Provision (1,223) (1,095)

Tax Paid / (refunded) 1,057 1,078

Total Current Tax Asset / (Liability) (462) (296)

Deferred Tax

Lease Incentives 98 49

Unrealised Interest Rate Swap Gain / (Loss) (22) (205)

Depreciation on Investment Properties 272 -

Investment Property Sale 209 -

Provisions (119) 86

Other - (8)

Total Deferred Tax Movement 438 (78)

Deferred Tax Asset / (Liability)

Group

2018

$’000

Group

2017

$’000

Investment Properties Depreciation Recovery (2,868) (3,350)

Interest Rate Swaps 235 257

Other 100 121

Balance at the End of the Period (2,533) (2,972)

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

43

10. Interest Rate Swaps
The Group manages its interest rate risk by using floating-

to-fixed Interest Rate Swaps which have the economic

effect of converting interest on borrowings from floating

rates to fixed rates.

Changes in the fair value of Swaps are recognised in the

Consolidated Statement of Comprehensive Income. Any

unrealised change is expected to unwind over the longer

term. Swaps have been recognised as non-current as the

current portion as disclosed in Note 22 is not considered

material for separate disclosure in the Statement of

Financial Position.

The Group has four interest rate swaps currently in place,

with the following values: The first for $20m will expire on

7 May 2019, the second for $5m expires on 22 April 2021,

the third, also for $5m, expires on 30 September 2021,

and the fourth for $10m will expire on 8 May 2022.

11. Trade and other Receivables

12. Investment Properties

Group

2018

$’000

Group

2017

$’000

Balance at the Beginning of the Period919 1,651

Current Year Fair Value Change of Swaps(79) (732)

Balance at the End of the Period840919

Group

2018

$’000

Group

2017

$’000

Trade Receivables353 494

Allowance for Doubtful Debts(91) (55)

Total Accounts Receivable262 439

Other Loans and Receivables77 23

Total Trade and Other Receivables339 462

Reconciliation of Carrying Amount

Group

2018

$’000

Group

2017

$’000

Balance at the Beginning of the Period175,956 171,265

Disposal of Investment Property(11,008) -

Work in Progress119 -

Building Improvements15 -

Reclassifications from Work in Progress5,726 4,736

Reclassifications from Plant and Equipment977 -

Capitalised Lease Incentives and Commissions(470) 1,606

Revaluation of Investment Properties(2,945) (1,651)

Investment Property Held for Sale Reclassified as current asset(43,814) -

Balance at the End of the Period124,556 175,956

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

44

All properties that will not be sold in the next 12
months were valued on a fair value basis at each

reporting date by independent registered valuers,

listed below, who are members of the Institute

of Valuers of New Zealand. These valuers are

experienced in valuing commercial properties.

The fair values of the Investment Properties at each

reporting date are as follows:

Print Place was sold on 29 March for $8.25 million.

This resulted in a loss on sale of this property of $2.97

million, recognised in the Consolidated Statement of

Comprehensive Income profit or loss.

The AA Centre has an unconditional Sale and Purchase

Agreement in place that is expected to settle 12 July

2018. The sales price is $47 million and a deposit of $4.7

million has been received, the deposit is shown in current

liabilities. The property is classified as held for sale and

is measured at fair value less costs to sell. Fair value is

based up on the contracted sale price less known costs to

complete refurbishment that NPT limited is contractually

obliged to perform.

DescriptionValuer

Capitalisation

Rate

Occupancy

Rate %

WA LT

Year

Group

2018

$’000

Eastgate Shopping Centre

Cnr Buckleys Road & Linwood

Avenue, Christchurch

Jones Lang LaSalle8.00%94.30%4.758,910

Heinz Wattie's Warehouse

113 Elwood Road, HastingsColliers8.13%100.00%8.927,439

Roskill Centre

22 Stoddard Road, AucklandColliers6.25%100.00%3.838,049

97.40%4.4124,398

Investment Property Held for Sale

Group

12 Months 2018

$’000

Contract Sale Price AA Centre47,000

WIP(68)

Lease Incentives(39)

Contractual Cost to Complete cladding(2,584)

Cost of Sale(495)

Sale Price43,814

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

45

Group 2017
DescriptionValuer

Capitalisation

Rate

Occupancy

Rate %

WA LT

Year

Group

2017

$’000

AA Centre

99 Albert Street, AucklandJones Lang LaSalle7.63%91.58%2.141,129

Eastgate Shopping Centre

Cnr Buckleys Road & Linwood

Avenue, Christchurch

Jones Lang LaSalle8.13%96.15%4.560,574

Print Place

17 Print Place, ChristchurchJones Lang LaSalle9.50%77.81%1.311,026

Heinz Wattie's Warehouse

113 Elwood Road, HastingsJones Lang LaSalle8.13%100.00%9.827,162

Roskill Centre

22 Stoddard Road, AucklandJones Lang LaSalle6.38%100.00%4.936,065

175,956

Measurement of Fair Value

(i) Fair Value Hierarchy

The Group’s investment properties were valued at 31

March 2018 by independent registered valuers who

have recent experience in the locations and segments

of the investment properties valued. For all investment

properties, their current use equates to the highest and

best use.

Discussions of valuation processes and results are held

between the Management Team and the Audit and

Risk Committee on an annual basis where they verify all

major inputs to the independent valuation report, assess

property valuation movements when compared to the

prior year valuation report and determine whether there

are any changes in fair values.

The investment properties are stated at fair value as

determined by independent registered valuers. The

valuation basis, which conforms to the New Zealand

Property Institute’s Valuation for Financial Reporting

Purposes Practice Standard, was determined by reference

to market evidence of transaction prices for similar

properties. Accordingly, fair value is the amount at

which the properties could be sold in an arm’s length

transaction between willing parties, in an active market

for similar properties in the same location and condition

and subject to similar leases. However, where an active

market is absent, in line with usual commercial valuation

practice, the valuations are prepared by considering the

historical transactions, the aggregate of the estimated

cash flows expected from rental income, the occupancy

rates, average lease terms and capitalisation rates which

reflect the current market conditions.

In deriving fair value under each approach all

assumptions are compared, where possible, to the Direct

Comparison Approach using the market based evidence

and transactions for properties with similar locations,

condition and quality of accommodation and analysis

of the rate per square metre of net lettable area. The

adopted Fair Value is a weighted combination of both the

Capitalisation and Discounted Cash Flow approaches.

Where recent comparable market based evidence and

transactions are not available, alternative valuation

techniques are utilised which may include discounted

cash flow projections, capitalisation of income and sales

comparison approaches as appropriate to the property

being valued. As each of the investment properties are

under $100 million, most of the properties have recent

transactional evidence to support their valuation.

Based on the inputs used, the Direct Comparison

valuation has been categorised as Level 2 Fair Value

and Capitalisation of Net Income and Discounted Cash

Flow have been categorised as Level 3. The Group has

adopted Jones Lang LaSalle’s valuation for Eastgate

Shopping Centre and Colliers’ valuations for the rest of

the investment properties.

Loss on Sale of Print Place

Group

2018

$’000

Opening Carrying Value11,026

Plus Cost of Sale Transaction194

Less Sale Price(8,250)

Loss on Sale2,970

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

46

(ii) Level 3 Fair Value
Valuation Techniques and Significant Unobservable Inputs

The following table shows the Capitalisation of Net Income and Discounted Cash Flow Level 3 valuation techniques used

in measuring the fair value of investment property. All investment properties at 31 March 2018 have been categorised

within Level 3 of the fair value hierarchy.

Description

Valuation

$’000

Valuation

TechniqueUnobservable Inputs

Sensitivity Of Fair Value To

Changes In the estimated

fair value would increase /

(decrease):

Investment

Properties

124,398

Capitalisation

of Net Income

The capitalisation rate range applied is

6.25% - 8.125%.

Retail and office rental

growth was higher (lower)

The rental reversion as a rate of investment

property value rate range is -7.43% - 8.0%. This is

an adjustment for those tenancies whose rental

is above or below the market rate.

Retail and office rental

growth was higher (lower).

The capital expenditure as a rate of investment

property value rate range is 0.33% - 1.37% over

the next 24 months.

Capital expenditure was

lower (higher).

Discounted

Cash Flow

The discount rate range applied is 8.50%

- 9.25%.

The discount rate was lower

(higher).

Occupancy rate range applied is 94.3% -

100.00%.

The occupancy rate was

higher (lower).

Rental growth rate range is 1.0% - 3.0% over

10 years.

Office rental growth was

higher (lower).

A letting up period range of 3 - 8 months has

been allowed at the end of each existing lease of

the properties.

Capital expenditure was

lower (higher).

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

47

Percentage Held
Group

31 Mar 2018

Group

31 Mar 2017

Eastgate Shopping Centre Limited100%100%

The National Property Trust No 2 Limited100%100%

22 Stoddard Road Limited100%100%

99 Albert Street Limited100%100%

NPT Management Team Limited100%100%

NPT 10 Limited100%100%

NPT 11 Limited100%100%

All of the subsidiaries are wholly owned companies incorporated in New Zealand with a 31 March annual reporting date.

Totals across the plant and equipment classes are showing the effect of the change in accounting policy in which plant

and equipment that are an integral part of the buildings have been included in the investment property valuations.

The Net Loss on Sale of Plant and Equipment shown in the Consolidated Statement of Comprehensive Income is

included in disposals.

14. Plant and Equipment

13. Investment in Subsidiaries

Group 2018

Lease

Fitouts

$’000

Plant &

Equipment

$’000

Furniture &

Fittings

$’000

Computer

Equipment

$’000

Total

$’000

Cost

Balance at the Beginning of the Period524 535 378 138 1,575

Additions36 262 76 16 390

Disposals(16) (19) (18) - (53)

Reclassified as Investment Property(544) (758) (115) (89) (1,506)

Balance at the End of the Period - 20 321 65 406

Accumulated Depreciation

Balance at the Beginning of the Period(190) (103) (118) (96) (507)

Depreciation(48) (76) (203) (30) (357)

Disposals - 3 6 - 9

Reclassified as Investment Property238 156 50 85 529

Balance at the End of the Period - (20) (265) (41) (326)

Net Book Value at the End of the Period - - 56 24 80

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

48

15. Trade and other Payables
16. Bank and other Loans

Group 2017

Lease

Fitouts

$’000

Plant &

Equipment

$’000

Furniture &

Fittings

$’000

Computer

Equipment

$’000

Total

$’000

Cost

Balance at the Beginning of the Period422 173 368 114 1,077

Additions102 378 80 25 585

Disposals - (16)(69)(2)(87)

Balance at the End of the Period524 535 378 138 1,575

Accumulated Depreciation

Balance at the Beginning of the Period(148) (69) (89) (71) (377)

Depreciation(42) (36) (26) (26) (130)

Disposals - 2 (3) 1 -

Balance at the End of the Period(190) (103) (118) (96) (507)

Net Book Value at the End of the Period334 432 260 42 1,068

Group

2018

$’000

Group

2017

$’000

Accrued Interest and Fees Payable to Bank284 324

GST Payable742 -

Rent in Advance3 3 146

Other Creditors and Accruals1,168 2,119

Total Trade and Other Payables - Current2,227 2,589

Group

2018

$’000

Group

2017

$’000

Bank of New Zealand (Secured)44,500 58,500

Total Bank Loans - Non-Current44,500 58,500

Agreed Bank Facility70,000 70,000

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

49

The Group has a $70 million banking facility arranged
with the Bank of New Zealand that is secured by way of

General Security Agreements granted by NPT Limited and

each subsidiary of the Company. In addition, the facility is

secured by registered first mortgages over all of the real

property assets and the cross guarantee of each of the

Group’s subsidiary companies. The facility is due to expire

on 22 July 2020.

The weighted average cost of funds for bank debt under

the facility, including margin and line fee, at the reporting

date was 5.42% (2017: 5.08%).

The Group recognises the risk of the fluctuating economic

value of financial instruments because of changes in

interest rates in its attempt to manage its cash flow

interest rate risk. The Group manages this risk by using

floating-to-fixed Interest Rate Swaps.

Generally, the Group raises borrowings at floating rates

and swaps them into fixed rates that are lower than

those available if the Group borrowed at fixed rates

directly. Under the Interest Rate Swaps, the Group agrees

with other parties to exchange the difference between

fixed contract rates and floating rate interest amounts

calculated by reference to the agreed notional principal

amounts. Changes in the fair value of Interest Rate Swaps

are recognised in Profit or Loss within the Statement of

Comprehensive Income.

Refer to Note 22, Financial Instruments for

additional information.

All shares have equal voting rights and share equally in distributions and any surplus on winding up.

17. Contributed Capital

18. Retained Earnings

GroupGroup

Group 2018

2018

No of shares

2018

$’000

2017

No of shares

2017

$’000

Fully Paid Shares on Issue161,920,433134,089161,920,433 134,089

Movement in Shares on Issue

Balance at the Beginning of the Period161,920,433134,089161,920,433 134,089

Balance at the End of the Period161,920,433134,089161,920,433 134,089

Group

2018

$’000

Group

2017

$’000

Balance at the Beginning of the Period(17,016) (14,297)

Net Profit After Taxation3,095 3,073

Distributions Paid and Payable to Shareholders(5,829) (5,792)

Balance at the End of the Period(19,750) (17,016)

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

50

Earnings per Share is calculated by dividing the Profit or Loss attributable to Shareholders (excluding distributions)
of the Group by the weighted average number of ordinary shares on issue during the period.

19. Earnings Per Share

20. Distributions Paid and Payable

Group

2018

$’000

Group

2017

$’000

Profit / (Loss) attributable to Shareholders of the Group3,095 3,073

Number of Shares on Issue161,920 161,920

Basic and Diluted Earnings per Share (cents)1.91 1.90

Number of Ordinary Shares

Issued Shares at the Beginning of the Period161,920,433 161,920,433

Issued Shares at the End of the Period161,920,433 161,920,433

Number of Ordinary Shares for Basic and Diluted Earnings per Share161,920,433 161,920,433

Group

2018

$’000

Group

2017

$’000

The following distribution was declared and paid

in respect of the previous year:

0.900cents (2017: 0.875 cents)1,458 1,416

The following distributions were declared and

paid during the year:

0.900cents (2017: 0.900 cents)1,457 1,462

0.900cents (2017: 0.900 cents)1,457 1,457

0.900cents (2017: 0.900 cents)1,457 1,457

Total Distributions Paid5,829 5,792

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

51

The principal business activity of the Group is to invest
in New Zealand properties. Investment properties

have similar economic characteristics, methods of

management and are under leases of various terms.

Segment reporting is presented in a consistent manner

with internal reporting provided to the chief operating

decision maker. During the year ended 31 March 2017 the

Chief Executive was the chief operating decision maker

who receives internal financial information on a property

by property basis, assessing property performance and

deciding on the resource allocation. During the period

to 31 March 2018 new directors were appointed who

reassessed and changed the previous reporting structure

to the board. The Group operates only in New Zealand.

On this basis all of the Group’s property have been

aggregated into a single reporting segment to most

appropriately reflect the nature and financial effects of

the business activities. Comparitive information has been

restated in order to be comparable with the new way

information is being reported.

Exposure to interest rate, credit, liquidity and other market

risks arise in the normal course of the Group’s business.

The main risks, arising from the Group’s Financial

Instruments, are interest rate risk and credit risk.

Interest Rate Risk

The Group’s exposure to interest rate risk primarily arises

from its long term variable rate borrowings. Interest Rate

Swaps are used to reduce exposure to fluctuating interest

rates arising on floating rate borrowings.

Management monitors the level of interest rates on an

ongoing basis, and from time to time, will recommend

to the Board that fixed rates are locked in. The notional

principal or contract amounts of interest rate contracts

outstanding at each reporting date were $40m (2017:

$40m).

The Group’s exposure to interest rate risk and the effective

weighted interest rates for each class of financial asset

and liability were:

21. Segment Information

22. Financial Instruments

Investment

Property

$’000

Unallocated

$’000

Total

$’000

Segment Revenue16,706 (12) 16,694

Net Segment Revenue11,444 (12) 11,432

Net Profit / (Loss) before Taxation5,514 (1,633) 3,881

Change in Fair Value of Investment Properties(2,945) - (2,945)

Investment

Property

$’000

Unallocated

$’000

Total

$’000

Segment Revenue17,152 - 17,152

Net Segment Revenue11,593 - 11,593

Net Profit / (Loss) before Taxation9,932 (5,709) 4,223

Change in Fair Value of Investment Properties(1,651) - (1,651)

Segment values for the year ended 31 March 2018 were as follows:

Segment values for the year ended 31 March 2017 were as follows:

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

52

Group 2018
Effective Interest

Rate Range

Less than

1 year

$’000

1-2 years

$’000

2 years +

$’000

Financial Assets

Cash and Cash Equivalents1.75%472 - -

Accounts Receivable and Prepayments679 - -

Total Financial Assets1,151 - -

Financial Liabilities

Trade and Other Payables2,227 - -

Bank Loans2.605% - 4.55% - - 44,500

Tax Payable462 - -

Total Financial Liabilities2,689 - 44,500

Group 2017

Effective Interest

Rate Range

Less than

1 year

$’000

1-2 years

$’000

2 years +

$’000

Financial Assets

Cash and Cash Equivalents1.75%2,030 - -

Accounts Receivable and Prepayments1,078 - -

Total Financial Assets3,108 - -

Financial Liabilities

Trade and Other Payables2,589 - -

Bank Loans2.605% - 4.55% - - 58,500

Tax Payable296 - -

Total Financial Liabilities2,885 - 58,500

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

53

Interest Rate Swaps have been entered into by the Group
to hedge against movements in the variable interest rates

on its loan facility. This results in the Group holding fixed

rate debt and hence there is a risk that the economic

value of the Swaps will fluctuate because of changes

in market interest rates. Any unrealised gain or loss is

expected to unwind over the longer term. The average

interest rate is based on the outstanding balance at the

end of each reporting period.

As at 31 March 2018, approximately 89.89% (2017:

68.37%) of the Group’s bank loan is at a fixed rate

of interest.

The fair value of Swaps shown represents the amount of

unrealised gains and losses, whereas the notional amount

is an aggregate exposure value of all contracts.

The Group holds interest rate swaps at Fair Value through

Profit or Loss. The Fair Value of Interest Rate Swaps fall

into Level 2 of the Fair Value Hierarchy. Level 2 inputs

are inputs other than quoted prices included within Level

1 (quoted prices in active market for identical assets or

liabilities) that are observable for the asset or liability,

either directly (by price) or indirectly (derived from prices).

The fair value is determined using a valuation technique

being swap models, discounting the future cash flows

and using the yield curves at each reporting date and the

credit risk inherent in the contract.

Interest Rate Sensitivity

Cash Flow Sensitivity

The Group’s assets and liabilities which are subject

to interest rate changes, consist of cash and cash

equivalents and secured bank loans. A change of 1% in

interest rates would have increased/(decreased) profit

after income tax and equity in respect of these items by

the amounts shown below. This analysis assumes all other

variables remain constant.

1% Increase

Group

2018

$’000

Group

2017

$’000

Cash and Cash Equivalents14 25

Bank Loans(99) (95)

1% (Decrease)

Group

2018

$’000

Group

2017

$’000

Cash and Cash Equivalents(14) (25)

Bank Loans99 95

Interest Rate Swaps

Accounting Classifications and Fair Value

Average Fixed

Interest Rate

Notional Principal

Amount

Fair Value -

Level 2

Group 201720182017

2018

$’000

2017

$’000

2018

$’000

2017

$’000

Less than 1 year -4.26% -10,000 -5 5

Greater than 1 year but less than 5 years3.64%3.91%40,00030,000840 864

5 years + - - - - - -

40,00040,000840 919

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

54

Fair Value Risk
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at each reporting date. The net fair value of Financial Assets and Liabilities is not materially

different from the net carrying amounts disclosed in the consolidated financial statements. The methods used for

determining the fair values of financial instruments are discussed in Note 3.

Fair Value Estimation

The fair value of financial instruments that are not

traded in an active market such as derivative financial

instruments, are determined using a valuation technique

such as discounted cash flows. The carrying value less

an impairment allowance for other financial assets and

liabilities is not expected to be materially different to their

fair values.

The only financial instruments measured at fair value

in the Consolidated Statement of Financial Position are

derivatives (Interest Rate Swaps). The fair value of Interest

Rate Swaps is calculated as the present value of the

estimated future cash flows based on observable yield

curves. As this valuation technique maximises the use

of observable market data as an input, the instrument

is classified as Level 2 under NZ IFRS 7 Financial

Instruments Disclosure.

Credit Risk

To the extent the Group has a receivable from another

party there is a credit risk in the event of non-performance

by that party. Financial instruments, which potentially

subject the Group to credit risk, principally consist of bank

balances, receivables and advances to tenants.

The Group manages its exposure to credit risk.

Actions include:

• Reviewing each new lease contract on an individual

basis and imposing appropriate terms as considered

necessary.

• Monitoring the credit quality of major financial

institutions that are counterparties to its financial

instruments. The Group does not anticipate non-

performance by the counterparties.

• The maximum exposure for all financial assets

is the balance recorded in the consolidated

financial statements.

Collateral is not required in support of other

financial instruments.

Concentrations of Credit Risk

The Group has placed its cash and short-term investments

with the Bank of New Zealand. The Group is not exposed

to any other concentrations of credit risk other than

advances to wholly owned subsidiaries.

Currency Risk

The Group does not have any exposure to foreign

currency risk.

Liquidity Risk

Liquidity risk is the risk that the Group will have insufficient

funds on hand to meets its commitments. The Group

actively monitors its position to ensure that sufficient

funds are available to meet liabilities as they arise.

Liquidity is monitored on a regular basis and reported to

the Board monthly.

The following table sets out the contractual cash flows for

all financial liabilities and for derivatives that are settled

on a gross cash flow basis.

Group 2018

Designated

as Fair Value

$’000

Loans and

Receivables

$’000

Financial

Liabilities at

Amortised Cost

$’000

Total Carrying

Amount

$’000

Fair Value

$’000

Financial Assets

Cash and Cash Equivalents -472 -472472

Accounts Receivable -339 -339339

Total Financial Assets -811 -811811

Financial Liabilities

Bank Loans - -44,50044,50044,500

Trade and Other Payables - -2,2272,2272,227

Interest Rate Swaps840 - -840840

Total Financial Liabilities840 -46,72747,56747,567

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

55

Group 2018
Balance

$’000

Contracual

Cash Flows

$’000

On

Demand

$’000

Less than

1 year

$’000

1-2 years

$’000

2-5 years

$’000

More than

5 years

$’000

Trade and Other Payables2,2272,227 -2,227 - - -

Bank Loans44,50050,078 -2,4122,41245,253 -

Interest Rate Swaps840378 -9292194 -

Total Non-Derivative Net

Financial Liabilities

47,56752,683 -4,7312,50445,447 -

Group 2017

Balance

$’000

Contracual

Cash Flows

$’000

On

Demand

$’000

Less than

1 year

$’000

1-2 years

$’000

2-5 years

$’000

More than

5 years

$’000

Trade and Other Payables2,5892,589262,563 - - -

Bank Loans58,50068,344 -2,9722,97262,400 -

Interest Rate Swaps9191,945 -795571579 -

Total Non-Derivative Net

Financial Liabilities

62,00872,878266,3303,54362,979 -

Capital Management

The Group’s capital includes contributed 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 advantage and

security afforded by a sound capital position.

The Bank of New Zealand which is the provider of the

loan facility to the Group requires the Group to meet the

following covenants:

• Bank debt is less than 50% of gross property value

• EBIT is greater than 175% of total debt interest costs

The Group met these covenants at all times during the

reporting period.

The Group’s policies in respect of capital management

and allocation are reviewed quarterly by the Board of

Directors. There are no changes in capital management

subsequent to 31 March 2018.

23. Transaction Costs

At a special meeting of shareholders held on 21 April

2017 a resolution to purchase two properties from

Kiwi Property Holdings Limited, raise equity for those

purchases, and enter into a management contract

with Kiwi Property Group Limited, was not approved by

shareholders. Consequently, these proposed transactions

were terminated and did not proceed.

The investigation of the above proposal, and three other

proposals, incurred substantial due diligence, financial

investigation, and other legal costs for the Group that

have collectively been described as transaction costs.

These costs totalled $1.339 million in the 2017 financial

year. A further $0.430 million of costs was incurred in the

year to 31 March 2018.

In July 2017 NPT received a proposal from Augusta Funds

Management Limited to sell the management rights of

the Group. This process was carefully reviewed to ensure

it was in the best interests of NPT shareholders. The costs

incurred in this due diligence process have also been

described as transaction costs and totalled $0.256 million.

The total of $0.686 million of costs are included in the

Consolidated Financial Statements as transaction costs in

the Consolidated Statement of Comprehensive Income.

24. Lease Commitments

Operating Lease Commitments Receivable - As

Lessor

The Group has entered into commercial property leases

on its investment properties. These non-cancellable leases

have remaining terms of between 1 month to 11 years.

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

56

Group
2018

$’000

Group

2017

$’000

Future minimum rentals

receivable under non-cancellable

Operating Leases

Within one year10,35113,634

After one year but not more than

five years

24,32338,929

Later than five years17,54417,828

Total minimum lease receivables52,21870,391

The above rental receivables are based on contracted

amounts as at 31 March 2018 and 31 March 2017.

Actual rental amounts collected in future will differ due to

rental review provisions within the lease agreements.

Operating Lease Commitments - As Lessee

The Group has entered into a commercial property lease

for its Head Office premises at Level 13, the AA Centre,

99 Albert Street, Auckland. This non-cancellable lease is

$244,303 p.a. and extends out to the 31st of December

2019. On 12 July the sale of the AA Centre to SkyCity will

complete and lease obligations will commence.

In 2017 the Group entered into a commercial property

lease for its Head Office premises at Level 26 PWC Tower,

188 Quay Street, Auckland. This non-cancellable lease

was for $124,922 p.a. and in March 2017 had a remaining

term of 9 months.

Group

2018

$’000

Group

2017

$’000

Future minimum rentals payable

under non-cancellable Operating

Leases

Within one year175 9 4

After one year but not more than

five years

184 -

Total minimum lease payables359 94

25. Related Party Transactions

Key Management Personnel

The Group has a related party relationship with its key

management personnel. The key management personnel

are the Directors and Executive Management.

Group

2018

$’000

Group

2017

$’000

Salaries and other key

management personnel benefits

1,292 951

Directors fees279 234

Total payments to key

management personnel

1,571 1,185

The table above includes remuneration of the Chief

Executive Officer and other key management personnel of

the Group. Values were significantly higher in 2018 due to

costs associated with restructuring.

Augusta Funds Management Limited

On 26 March 2018 the Group sold the management rights

to Augusta Funds Management Limited (AFM) for $4.5

million. The Group will be managed by AFM under the

terms of the signed management contract.

AFM’s parent Augusta Capital Limited holds an 18.85%

stake in the Group at 31 March 208 (2017 9.26%).

The table below sets out the related party transactions.

Group

2018

$’000

Group

2017

$’000

Sale of management rights4,500 -

Management fees(18) -

Dividend paid to Augusta

Capital Limited

(1,099) (270)

26. Capital Commitments

At the reporting date the Group had $2.76 million

committed to capital expenditure for the AA Centre

stairwell (2017: $2.20 million).

27. Contingent Liabilities

At the reporting date the Group had no material

contingent liabilities (2017: Nil).

28. Subsequent Events

There have been no significant NPT related events since

31 March 2018.

For the year ended 31 March 2018

Notes to the Consolidated

Financial Statements (continued)

57

Independent Auditor’s Report
Independent

Auditor’s Report

To the Shareholders of NPT Limited

Report on the Audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of NPT Limited (“the company”) and its subsidiaries (“the

Group”), on pages 32 to 57, which comprise the consolidated statement of financial position as at 31 March 2018, and

the consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated

statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a

summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the

consolidated financial position of NPT Limited as at 31 March 2018 and its consolidated financial performance and

consolidated cash flows for the year then ended in accordance with New Zealand Equivalents to International Financial

Reporting Standards (NZ IFRS) issued by the New Zealand Accounting Standards Board.

Basis for Opinion

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

New Zealand Audit and Assurance Standards Board. Our responsibilities under those standards are further described

in the Auditor’s Responsibilities for the Audit of the consolidated financial statements section of our report. We 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 we have fulfilled our other

ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our opinion.

Our firm carries out other assignments for NPT Limited and the entities it controlled in the area of related assurance

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

no other interests in NPT Limited and the entities it controlled.

58

Independent Auditor’s Report (continued)
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 of the current period. We summarise below those matters, and our key audit

procedures, to address those matters in order that the Group’s shareholders as a body may better understand the

process by which we arrived at our audit opinion.These matters were addressed in the context of our audit of the

consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate

opinion on these matters.

Key audit matterOur procedures to address the key audit matter

Investment Property valuation

In the application of NZ IFRS, Management are required

to make judgements, estimates and assumptions about

carrying values of assets and liabilities that are not

readily apparent from other sources.

The estimates and associated assumptions are based on

historical experience and various other factors that are

believed to be reasonable under the circumstances, the

results of which form the basis of making the judgements.

The estimates and underlying assumptions are reviewed

on an ongoing basis.

As at 31 March 2018, Investment Property carried at fair

value of $168 million is held across multiple geographical

locations. There are a number of risks that can have a

material impact on the investment property balance in

the consolidated financial statements, principally:

• valuations of all the investment properties may

not be performed by qualified and experienced

commercial property valuers;

• methods and assumptions used by the property

valuers, may not be considered appropriate;

• the calculation of the fair value amount for each of

the investment properties, as well as the revaluation

adjustment for the year may not be correct;

• data provided to the property valuers may not

be appropriate;

We have

• obtained and agreed the schedule of investment

properties to the respective independent valuation

reports, performed by valuation experts;

• evaluated the qualifications and work of

each valuation expert, for each of the

investment properties;

• inquired about and documented the methods and

assumptions used by the expert, and considered the

appropriateness of those assumptions and methods

used, for each property valuation;

• re-performed the calculation in determining the fair

value amount of each investment property, as well

as the revaluation adjustment to be recorded for

the year;

• tested the appropriateness of data provided to the

expert, for each property valuation;

• ensured properties held for sale are recorded at

appropriate fair value at measurement date based

upon actual market evidence of the expected

sale. That any estimates or judgements made by

management are reasonable and appropriate for

reporting purposes.

59

Independent Auditor’s Report (continued)
Other Information

The directors are responsible for all other information included in the Group’s Annual Report. The other information

comprises the information included in the Annual Report, but does not include the consolidated financial statements

and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any

form of audit opinion or 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 to be 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 nothing to report in this regard.

Directors’ responsibilities for the consolidated financial statements

The Directors are responsible on behalf of the Group for the preparation and fair presentation of the consolidated

financial statements in accordance with New Zealand equivalents to International Financial Reporting Standards issued

by the New Zealand Accounting Standards Board, and for such internal control as the Directors determines is necessary

to enable the preparation of consolidated financial statements that are free from material misstatement, whether due

to fraud or error.

In preparing the consolidated financial statements, the directors are responsible on behalf of the Group for assessing

the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using

the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations,

or have no realistic alternative but to do so.

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

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

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with ISAs (NZ) will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and 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 the auditor’s responsibilities for the audit of the consolidated financial statements is located

on the External Reporting Board’s website at: https://www.xrb.govt.nz/standards-for-assurance-practitioners/

auditors-responsibilities/audit-report-1/

Restriction on use of our report

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

state to the Group’s shareholders, as a body those matters which we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone

other than the Group and the Group’s shareholders, as a body, for our audit work, for this report or for the opinion we

have formed.

Grant Thornton New Zealand Audit Partnership

K Price

Partner

Auckland

29 May 2018

60

Shareholder Statistics
RankInvestor Name Total Units % Issued Capital

1Augusta Capital Limited30,528,933 18.85%

2HSBC Nominees (New Zealand) Limited19,568,507 12.09%

3Accident Compensation Corporation15,513,298 9.58%

4National Nominees New Zealand Limited7,175,133 4.43%

5Cogent Nominees Limited5,948,294 3.67%

6Premier Nominees Limited5,927,636 3.66%

7Forsyth Barr Custodians Limited4,795,080 2.96%

8Investment Custodial Services Limited2,733,689 1.69%

9NZ Permanent Trustees Ltd Grp Invstmnt Fund No 202,182,830 1.35%

10Premier Nominees Ltd Armstrong Jones Property Securities Fund1,937,728 1.20%

11FNZ Custodians Limited1,699,414 1.05%

12Forhomes Investments Limited1,466,394 0.91%

13Mfl Mutual Fund Limited1,433,041 0.89%

14Albert John Harwood & Marlene Mary Harwod1,200,000 0.74%

15

Michael Walter Daniel & Nigel Geoffrey Burton & Michael Murray

Benjamin

1,000,000 0.62%

16New Zealand Permanent Trustees Limited904,831 0.56%

17Leveraged Equities Finance Limited892,125 0.55%

18Tea Custodians Limited791,570 0.49%

19Bnp Paribas Nominees NZ Limited752,605 0.46%

20Anthony John Simmonds & Maureen Simmonds653,849 0.40%

Twenty Largest Shareholders

Top 20 Shareholders (with expanded NZCSD Sub-Register) as at 19 June 2018.

Shareholder

Statistics

61

RangeHolders (start)Shares% Issued Capital
1-10006643,160.00.03%

1001-50003431,009,685.00.62%

5001-100003092,436,620.01.50%

10001-5000073717,885,510.011.05%

50001-1000001259,182,200.05.67%

Greater than 100000120131,363,258.081.13%

ShareholderNumber of shares relevant interest disclosed for

Augusta Capital Limited30,528,933

Salt Funds Management Limited25,556,866

Westpac Banking Corporation20,874,406

Accident Compensation Corporation13,628,852

ANZ New Zealand Investments Limited and

ANZ Bank New Zealand Limited

10,221,785

Spread of shareholders

The following is a spread of quoted security holders as at 19 June 2018.

Substantial Security Holders

As at 31 March 2018 the following Shareholders had filed substantial security notices in accordance

with section 276 of the Financial Markets Conduct Act 2013.

Shareholder Statistics (continued)

This annual report is dated 29 June 2018 and is signed on behalf of the board by:

Bruce Cotterill Carol Campbell

Chairman Chair Audit and Risk Committee

62

Directory
Company

Asset Plus Limited

PO Box 37953, Parnell 1151

Phone: 09 300 6161

www.assetplusnz.co.nz

Directors

Bruce Cotterill

Allen Bollard

Carol Campbell

Paul Duffy

Bankers

Bank of New Zealand

Level 6

Deloitte Centre

80 Queen Street

Auckland

Auditor

Grant Thornton New Zealand Audit

Partnership

L4, Grant Thornton House

152 Fanshawe Street

PO Box 1961

Auckland 1140

Registrar

Link Market Services Limited

Level 11

Deloitte Centre

80 Queen Street

Auckland 1010

PO Box 91976

Auckland 1142

Phone: 09 375 5998

Fax: 09 375 5990

Manager

Augusta Funds Management Limited

Level 2

Bayleys House

30 Gaunt Street

Wynyard Quarter

Auckland 1010

PO Box 37953

Parnell 1151

Directory

63

---

NZX RELEASE
29 June 2018


Annual Report, Annual Meeting and Director Nominations



Asset Plus Limited is pleased to release its 2018 Annual Report. This follows the

announcement on 29 May 2018 of the FY18 financial results.

Asset Plus also wishes to advise shareholders that its Annual Meeting of

Shareholders will be held on Friday 17 August 2018 in Auckland.

Further details of the venue location and time will be advised in the forthcoming

Notice of Meeting.

For the purposes of NZX Listing Rule 3.3.5, Asset Plus advises that the closing date

is Monday 16 July 2018. All nominations must be received by 5pm on the closing

date.

Nominations may only be made by a shareholder entitled to attend and vote at

the Annual Meeting of Shareholders and should be addressed to:

Luke Fitzgibbon

General Counsel and Company

Secretary, Augusta Funds Management Ltd

Level 2, 30 Gaunt Street

Wynyard Quarter

Auckland



For further information please contact:

Mark Francis

Managing Director, Augusta Funds Management Ltd

Guy French-Wright

Chief Operating Officer, Augusta Funds Management Ltd

Simon Woollams

Chief Financial Officer, Augusta Funds Management Ltd

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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