Annual Report, Annual Meeting and Director Nominations
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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