CDI 2018 Annual Report
ANNUAL REPORT 2018
Cover: Prestons Park, Christchurch
CONTENTS
Directors’ Review 2
Board of Directors 3
Corporate Governance 4
Trend Statement & Financial Summary 10
Financial Statements 11
Independent Auditor's Report 29
Regulatory Disclosures 32
Statutory Information 34
Corporate Directory 37
The Directors of CDL Investments New Zealand Limited are pleased
to present the Annual Report of the Company for the year ended
31 December 2018.
Signed for and on behalf of the Board of Directors:
Colin Sim BK Chiu
Chairman Managing Director
22 March 2019 22 March 2019
This booklet is printed using
vegetable inks on certified
forest paper.
2 | CDL Investments New Zealand Limited
DIRECTORS' REVIEW
FINANCIAL PERFORMANCE
CDL Investments New Zealand Limited (“CDI”) recorded a profit after tax of $33.6 million for the year ended 31 December 2018, an increase of 4.6%
from the previous year (2017: $32.2 million). This result is the ninth consecutive year of profit growth for the company.
Property sales & other income totaled $85.0 million (2017: $78.7 million). Profit before tax also increased to $46.7 million (2017: $44.7 million).
Shareholders’ funds as at 31 December 2018 increased to $210.6 million (2017: $186.1 million) and the Company’s total assets stood at $217.6
million (2017: $191.7 million). The net tangible asset per share (at book value) at balance date was 75.7 cents (2017: 67.1 cents).
DIVIDEND ANNOUNCEMENT
Reflecting the result, CDI has resolved to maintain its fully imputed ordinary dividend at 3.5 cents per share payable on 17 May 2019. The record
date will be 3 May 2019. The Dividend Reinvestment Plan will apply to this dividend.
LAND PORTFOLIO
At 31 December 2018, the independent market value of CDI’s land holdings was $337.8 million (2017: $276.3 million). At cost, the portfolio was
valued at $169.7 million (2017:$124.7 million) in line with CDI’s accounting policies. This reflects both the sales made during the year as well as
acquisitions of 86.4 hectares of land in 2018 in Hamilton and Christchurch.
Good progress is being made on the commercial areas which are part of our Prestons Park and Stonebrook subdivisions and we anticipate that
these should be ready for occupation in the first half of 2020.
SUMMARY AND OUTLOOK
With our recent land acquisitions, the Board is confident that the future of the Company and its core business is secure. The Board is also satisfied
that the changes to the Overseas Investment Act introduced in 2018 merely adds additional procedural steps and will not materially affect the
Company’s acquisitions of land already zoned residential. The Board is therefore confident in CDI’s business model of developing residential sections
in growth areas.
While we are confident that 2019 will be profitable, we are already seeing a slowing property market and this sentiment will impact our sections sales in
coming months. 2019 will therefore necessitate some degree of flexibility in our sales approaches in order to maintain our positive sales tempo.
MANAGEMENT AND STAFF
On behalf of the Board, I thank our management and staff for their work in 2018.
I would like to take this opportunity to acknowledge two members of the CDI family who we lost in the course of 2018. Long-standing former
Independent Director Rob Challinor passed away after a long illness in October and our highly respected former Executive Director John Lindsay
passed away after a short illness in November. The Board sent its condolences to both families and will mark their respective contributions to CDI
at an appropriate time in the future.
Colin Sim
Chairman
13 February 2019
CDL Investments New Zealand Limited | 3
COLIN SIM
(Chairman & Non-Executive Director)
Mr Sim is the executive chairman of the East Quarter Group of companies (East Quarter Hurstville, EQ Projects and EQ Constructions) (EQ)
in Australia. EQ is currently involved in the development and construction of residential units across New South Wales. Mr Sim is also an
executive director of Waterbrook Lifestyle Resorts (Waterbrook); an award-winning creator, developer and operator of luxury resort lifestyles
for retirees. Mr Sim has strong analytical skills and extensive experience in construction and property development/investment in Australia.
He studied Mechanical Engineering in London and has lived in Sydney, Australia for the last 40 years.
B K CHIU
(Managing Director)
Mr Chiu is also the Managing Director of Millennium & Copthorne New Zealand Limited. Prior to joining the company, Mr. Chiu was Regional
Vice-President and Managing Director, Asia of Merisant Company. He holds a Masters degree in agricultural economics and marketing from
Massey University, Palmerston North.
KIAN SENG TAN
(Non-Executive Director)
Mr Tan is the Interim Group CEO of Millennium & Copthorne Hotels plc. Mr Tan’s management background includes over 30 years of senior
executive level experience managing SGX-listed businesses and US multinational corporations. His diverse experience incorporates operations,
financial management, legal and investor relations, purchasing, business development, human resources, and information technology
functions. He started his career as an accountant in the UK and audit manager in Malaysia with the audit firms currently known as Deloitte
and PricewaterhouseCoopers respectively. Mr Tan is an associate of the Institute of Chartered Accountants in England and Wales.
VINCENT YEO
(Non-Executive Director)
Mr. Yeo is Chief Executive Officer and Executive Director of M&C REIT Management Limited. From 1993 to 1998, he was Managing Director
of CDL Hotels New Zealand Limited (now Millennium & Copthorne Hotels New Zealand Limited) and CDL Investments New Zealand Limited.
He previously also served as an Executive Director of Millennium & Copthorne Hotels plc in London and President, Millennium & Copthorne
Hotels Asia Pacific Region.
ROY AUSTIN
(Independent Non-Executive Director / Chairman of the Audit Committee)
Mr. Austin has been a principal at Northington Partners, a private investment bank and is currently a Consultant to that firm. He has
extensive investment banking experience across a wide range of industries covering mergers, acquisitions, divestments, capital raising and
IP commercialisation. His practical experience also includes participation in local and international manufacturing, marketing and European
and New Zealand based private equity funds. In 2017 he was awarded a Companion of the New Zealand Order of Merit. He is a Chartered
Accountant and a member of the New Zealand Institute of Directors and CAANZ (Chartered Accountants Australia & New Zealand).
JOHN HENDERSON
(Independent Non-Executive Director / Member of the Audit Committee)
Mr. Henderson is currently the Managing Director of John Henderson Resources Limited and an Independent Director of Te Hoiere Asset
Holding Company Limited, Maara Moana Limited and Ding Bay Limited. In 2015, he was appointed by NZ Department of Conservation to the
Waipu Cove Reserve Board and was elected Board Chair. Previously, Mr. Henderson had a 28 year career with the Starwood Hotels and Resorts
Group holding various senior corporate management positions across Asia Pacific, Europe, and North America.
BOARD OF DIRECTORS
4 | CDL Investments New Zealand Limited
• All Directors shall ensure that they do not use company
information and / or property for personal gain or profit.
All Directors shall use and / or retain Company information
and property only for business purposes in their capacity as
Directors of CDI or to meet legal obligations.
• All Directors shall comply with the laws and regulations that
apply to CDI.
• All Directors shall immediately report any illegal or unethical
behaviour of which they become aware to the Chairman of
the Board and to the Chairman of the Audit Committee.
All of CDI’s employees are expected to act in the best interests
of CDI and to enhance the reputation of the Company. CDI also
has a number of operational policies which must be followed
by employees and the CDI Code of Conduct forms part of each
employee’s employment agreement.
CDI also believes in fair dealing with its customers and suppliers,
shareholders, employees and other stakeholders and external
third parties.
CDI has recently revised its Share Trading Policy which applies
to Directors and Officers. It also has a global Whistleblowing
Policy which extends to all management and employees. The
Whistleblowing Policy facilitates the disclosure and impartial
investigation of any serious wrongdoing. This policy advises
employees of their right to disclose serious wrongdoing, and sets
out the Company’s internal procedures for receiving and dealing
with such disclosures. The policy is consistent with, and facilitates,
the Protected Disclosures Act 2000 and is supported by the Board.
BOARD COMPOSITION AND PERFORMANCE
(PRINCIPLE 2)
To ensure an effective Board, there should be a balance of
independence, skills, knowledge, experience and perspectives.
CDI’s Board has responsibility, control and oversight of the business
activities, strategic direction and the governance of CDI and its
subsidiary Companies. It looks at how the Company is operating,
how risk and compliance are managed, approving financial and
other reports and capital expenditure and reporting to CDI’s
shareholders. The Board approves CDI’s budgets and business plans
as well as significant projects and has statutory obligations for
other matters such as the payments of dividends and the issue
of shares. The Board is accountable to CDI’s shareholders for the
Company’s performance.
Certain powers are delegated to Board Committees and
Subcommittees. The role of the Committees is detailed under
Principle 3.
CDL Investments New Zealand Limited is committed to maintaining
strong corporate governance in line with best practice at all times.
With that in mind, the Company undertook a review of its corporate
governance framework and objectives in 2018 and has adopted the
following which, in the Board’s opinion, complies materially with
the NZX Corporate Governance Code (the "NZX Code”) as well as the
Financial Markets Authority Corporate Governance Principles and
Guidelines (the FMA Principles).
ETHICAL BEHAVIOUR
(PRINCIPLE 1)
Directors should set high standards of ethical behaviour, model
this behaviour and hold Management accountable for these
standards being followed throughout the organisation.
All of CDI’s directors are bound by the Board’s Code of Ethics which is
as follows:
• Directors shall undertake their duties with due care and diligence
at all times and will conduct themselves honestly and with
integrity. Directors shall not do anything, or cause anything to be
done, which may or does brings CDI or the Board into disrepute.
• All Directors must act in the best interests of the company and
exercise independent and unfettered judgement. All Directors
must carry out their duties with integrity and honesty and
participate in open and constructive discussions.
• To the best of their ability, Directors will use reasonable
endeavours to ensure that CDI’s records and documents
(including its financial reports) are true and complete and
comply with the requisite reporting standards and controls.
• So that the Board may determine a Director’s independence and
to ensure that there are no conflicts of interest, all Directors shall
disclose all relevant business and / or personal interests they may
have to the Board forthwith as well as any relationships they
may have with CDI.
• All Directors shall ensure that they do not support any
organisation other than in a personal capacity without the prior
written approval of the Chairman.
• Directors shall not accept any gifts or personal benefits
from external parties if it could be perceived that this could
compromise or influence any decision by the Board or by CDI.
• All Directors shall maintain and protect the confidentiality of
all information about CDI at all times except where disclosure is
permitted or required by law.
CORPORATE GOVERNANCE
CDL Investments New Zealand Limited | 5
The Board encourages all directors to undertake their own continuous
education so that they can perform their duties as directors and provide
maximum benefit to the Board and to shareholders.
In 2018, CDLI adopted a Diversity Policy with the following principles:
• We encourage diversity and inclusion in the workplace, not
just because it is best practice, but also because it makes good
business sense.
• We create a working environment free of harassment,
victimisation and unlawful discrimination and have a
Whistleblowing Policy in place. We promote dignity and
respect for all employees where individual differences and their
contributions are recognised and valued.
• These principles apply to our own staff, suppliers and
stakeholders and we aim to apply them in our local communities
as well.
OUR FRAMEWORK FOR EMBRACING DIVERSITY:
a) Talent Recruitment & Selection Process
- All positions at CDLI are to be filled on the basis of merit
and qualifications.
- We recognise the importance of having a diverse workforce
and thus encouraging people from all backgrounds to apply
to work with our team
b) Learning & Development
- CDLI seeks to develop our employees and to hone their
technical, management and leadership skills.
- Management staff will receive training around Diversity
and EEO awareness .
REVIEW OF POLICY
The company will:
- undertake periodic reviews of its Diversity Policy and its
deliverables;
- obtain diversity metrics from other organisations and
compare them with sector and best practice guidelines; and
- produce a report on diversity for CDI’s Board and Senior
Management annually.
The Board is in the process of determining its targets for promoting
diversity and is currently aiming for female board representation to be
at least 20% of the Board by 2023.
In terms of CDI’s permanent staff, 50% are male and 50% are female.
CORPORATE GOVERNANCE – continued
Day-to-day management is delegated to the Managing Director and
senior management. The levels of authority are approved by way
of a Delegated Authorities Manual which is reviewed by the Audit
Committee and ultimately approved by the Board.
Appointments to the Board are considered by the Board and the
Board takes into account the skills required to allow it to carry out its
functions and governance role. The Board does not impose a restriction
on the tenure of any Director as it considers that such a restriction may
lead to the loss of experience and expertise from the Board.
CDI’s Constitution specifies a minimum number of three directors and a
maximum number of nine directors at any one time. Two directors must
ordinarily be living in New Zealand. In line with the NZX Main Board
Listing Rules, CDI is required to have at least two Independent Directors.
Currently, CDI has determined that its Chair Colin Sim and Messrs.
Austin and Henderson are Independent Directors as none of them have
a Disqualifying Relationship (as that term is defined in the NZX Main
Board Listing Rules) or Substantial Product Holders. Messrs Chiu, Tan
and Yeo are not considered by the Board to be Independent Directors.
Board meetings are generally held quarterly with additional meetings
convened when required. The table below details directors’ attendances
during 2018.
DIRECTOR MEETINGS ATTENDED
Colin Sim 2/3
BK Chiu 3/3
Roy Austin 3/3
John Henderson 3/3
Kian Seng Tan 3/3
Vincent Yeo 2/3
In 2018, the Board devised its own Skills Matrix to demonstrate the
skills, experience and diversity of its Board.
SKILL / ATTRIBUTE RELEVANT DIRECTOR
Sales, marketing and brand experience Chiu, Yeo
Governance experience Austin, Chiu, Henderson,
Sim, Yeo
Large enterprise / Multinational business Chiu, Henderson,
or leadership experience Sim, Tan, Yeo
Accounting / Finance / Tax experience Austin
Business strategy experience Austin, Chiu, Henderson,
Sim, Tan, Yeo
Property development / Chiu, Sim, Yeo
management experience
6 | CDL Investments New Zealand Limited
BOARD COMMITTEES
(PRINCIPLE 3)
The Board should use committees where this will enhance its
effectiveness in key areas while still retaining board responsibility.
Committees help the Board in carrying out its responsibilities and
CDI currently has one standing committee being its Audit Committee
which is comprised solely of Independent Directors. The current
members of the Audit Committee are Roy Austin (Chair) and John
Henderson. The Managing Director and senior management attend
only by invitation.
The table below reports attendance of the Audit Committee members
during 2018:
DIRECTOR MEETINGS ATTENDED
Roy Austin (Chair) 2/2
John Henderson 2/2
The Board also forms subcommittees as and when required.
The Audit Committee recently reviewed and revised its charter
which will be published shortly. The charter outlines the Committee’s
membership, role and responsibilities which include receiving reports
from the internal and external auditors, make recommendations
about the audit services, oversee those audit services and reviewing
and recommending the Company’s financial statements (half-year
and full year) and corporate governance policies.
CDI does not currently have a Remuneration or Nominations
Committee. The Board as a whole deals with the issues that would
normally be dealt with by these committees and conducts periodic
reviews of its fees and the remuneration of the Managing Director
and senior management. Vacancies and appointments to the Board
are considered by the Board as a whole. For those reasons, CDI does
not consider it necessary to form and maintain either Committee at
this time.
The Board has not established a protocol which sets out procedures
to be followed in the event of a takeover offer being received by
the Company. This is because the Board considers that receipt of
a takeover offer to be a very unlikely event in light of CDL Hotels
Holdings New Zealand Limited’s long-term majority shareholding
in the Company. CDI is also the owner of property assets including
“sensitive land” (as defined under the Overseas Investment Act 2015)
which, if the subject of an overseas takeover offer, would require
regulatory and / or government approvals for their acquisition.
CDI’s Board believes that the Company would have sufficient time
to adopt protocols and procedures necessary to respond to any such
offer when received and to communicate those to shareholders. CDI’s
Board therefore believes that it is reasonable and appropriate for the
Company not to follow Recommendation 3.6 of the new Code at this
time but agrees with the principles behind Recommendation 3.6.
REPORTING & DISCLOSURE
(PRINCIPLE 4)
The Board should demand integrity in financial and
non-financial reporting and in the timeliness and balance
of corporate disclosures.
As an NZX-listed entity, CDI recognises the need to ensure that it is
fully compliant in terms of reporting and disclosure and has in place a
Continuous Disclosure Policy (CDP) which applies to CDI, its subsidiaries
(“Group”), and all their respective directors and employees. The Board
has appointed the Chairman, the Chairman of the Audit Committee,
the Managing Director, the Company Secretary and the Vice President
Finance to act as CDI’s Continuous Disclosure Committee (the Disclosure
Committee). A quorum of the Disclosure Committee shall consist of no
less than three (3) of these persons.
The Disclosure Committee is responsible for:
• Determining what information amounts to material information and
must be disclosed;
• Determining the timing of disclosure of any information in
accordance with the CDP;
• Approving the content of any disclosure to NZX (including matters
not directly covered by the CDP);
• Ensuring that all employees and directors within the Group whom
the Committee considers appropriate receive a copy of the CDP and
appropriate training with respect to it;
• Developing mechanisms designed to identify potential material
information (e.g. agenda item on management meetings); and
• Liaising with legal advisers in respect of CDI’s compliance with its
continuous disclosure obligations.
The key points from the CDP are:
• No person may release material information concerning CDI to any
person who is not authorised to receive it without the approval of
the Disclosure Committee.
• The Board will consider at each Board meeting whether there is
any information that may require disclosure in accordance with the
CDP, and will note any disclosures made subsequent to the prior
meeting. Any employee or director of CDI must inform a member of
the Disclosure Committee as soon as practicable after that person
becomes aware of any material information.
CORPORATE GOVERNANCE – continued
CDL Investments New Zealand Limited | 7
Prior to approval and release of CDI’s half year and full year results,
the Vice President Finance and Company Secretary are required to
provide a letter of representation to the Board (or its nominated
subcommittee) that the financial statements have been prepared
in accordance with generally accepted accounting practice and are
correct in all material respects.
Copies of annual reports and key corporate governance documents and
policies are available at https://cdlinvestments.co.nz/corporate_profile/.
REMUNERATION
(PRINCIPLE 5)
The remuneration of directors and executives should be
transparent, fair and reasonable.
The total pool for Directors’ Fees is capped at $180,000 and was last
approved by shareholders in 1996. All non-executive directors receive
a base fee of NZ$30,000 per annum. The Chair of the Board and of the
Audit Committee receive a further NZ$5,000 per annum. Executive
Directors do not receive Directors’ or Committee fees.
Employee (including the Managing Director and senior management)
remuneration is made up of two primary components being a fixed
component and a short term incentive. Remuneration is determined
with reference to market information as well as the responsibilities of
the position, experience and overall performance. Short term incentives
are designed to reward high performing employees with appropriate
incentives which are measured on key performance indicators which
are reviewed and monitored regularly and company performance. The
Company reserves the right to suspend or adjust incentives if targets are
not met. CDI does not currently have an employee share plan or a long
term incentive scheme.
RISK MANAGEMENT
(PRINCIPLE 6)
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.
CDI’s Board, Audit Committee and Management Team all have a role in
identifying areas of risk and understanding their impact on the Company
as well as how these areas are to be mitigated.
CDI’s Management Team is responsible for the day-to-day identification,
assessment and management of risks applicable to the Company as well
as the implementation of appropriate controls, processes and policies
to manage such risks. Management also ensures that there are training
programmes in place to identify, mitigate or eliminate hazards and risks in
the workplace.
• The CDP includes a list of incidents which should be disclosed to a
member of the Disclosure Committee. The Disclosure Committee
must confer, decide whether disclosure is required, and coordinate
disclosure of any material information in a form specified by the
Listing Rules as soon as practicable after it becomes aware of the
existence of material information, unless it determines:
a) a reasonable person would not expect the information to be
disclosed; and
b) the information is confidential and its confidentiality is
maintained; and
c) one or more of the following applies:
i) it would breach the law to disclose the information; or
ii) the information concerns an incomplete proposal or
negotiation; or
iii) the information comprises matters of supposition or is
insufficiently definite to warrant disclosure; or
iv) the information is generated for internal management
purposes of CDI or its subsidiaries; or
v) the information is a trade secret.
The Disclosure Committee will ensure that all Board members, not already
aware of the information, are promptly provided with it.
• The Disclosure Committee is responsible for CDI’s obligations under
the Listing Rules to release material information to NZX to the
extent necessary to prevent development or subsistence of a market
for its listed securities which is materially influenced by false or
misleading information emanating from the issuer or any associated
person of the issuer; or other persons in circumstances in each case
which would give such information substantial credibility.
• All employees of CDI, as soon as practicable after becoming aware of
a rumour or speculation that is “generally available to the market”,
must disclose the existence of that rumour or speculation to a
member of the Disclosure Committee.
• The Disclosure Committee is also responsible for co-ordinating CDI’s
responses to leaks and inadvertent disclosures. Even in the event that
leaked or inadvertently disclosed information is not price sensitive,
the Disclosure Committee should consider whether the information
should be released to NZX via its market announcement platform in
order to provide investors with equal access.
• All external communications by CDI must comply with the CDP, any
media policy and the Company’s rules with respect to confidential
information. No material information is to be disclosed to such
persons before it is released to NZX.
• Slides and presentations used in briefings should be released to NZX
for immediate release to the market.
CORPORATE GOVERNANCE – continued
8 | CDL Investments New Zealand Limited
• audit partners are members of Chartered Accountants Australia New
Zealand (CAANZ);
• has not, within two years prior to the commencement of the audit,
had as a member of its audit engagement team CDI’s Managing
Director, Vice President Finance, Group Accounting Manager, or any
member of the Company’s Management who acts in a financial
oversight role.
• does not allow the direct compensation of its audit partners for
selling non-audit services to CDI.
The general principles to be applied in assessing non-audit services
are as follows:
a) the external auditor should not have any involvement in the
production of financial information or preparation of financial
statements such that they might be perceived as auditing their own
work. This includes the provision of bookkeeping and payroll services
as well as valuation services where such valuation forms an input
into audited financial information;
b) the external auditor should not perform any function of
management, or be responsible for making management decisions;
c) the external auditor should not be responsible for the design or
implementation of financial information systems; and
d) the separation between internal audit and external audit should be
maintained.
CDI’s Audit Committee shall pre-approve all audit and related services that
are to be provided by the auditor. Aside from core external audit services,
it is appropriate for the CDI’s auditors to provide the following services:
• due diligence (except valuations) on proposed transactions;
• review of financial information where third party verification is
required or deemed necessary (outside the normal audit process);
• completion audits / reviews;
• financial model preparation or review;
• accounting policy advice;
• listing advice;
• accounting/technical training; and
• taxation services of an assurance nature.
It is not considered appropriate for CDI’s external auditors to provide:
• book keeping services related to accounting records or financial
statements;
• tax planning and strategy services unless specifically approved by the
Audit Committee;
• appraisal / valuation services including opinions as to fairness;
• provision of payroll services;
• the design or implementation of financial information systems;
The Audit Committee’s role is to review and report to the Board on the
adequacy of Management’s oversight and implementation of risks with
particular regard to financial and operational risks. The Audit Committee
also has oversight of the Company’s Internal Audit function and reviews
internal audit reports as part of its duties.
The Board is ultimately responsible for the oversight and implementation
of the Company’s responses to risk management.
CDI’s Board has identified four main risks areas being Market, Operational,
Financial and Global Risks. Market Risks may arise through changes
in demand from customers, competitor pricing development trends
and external events. Operational Risks may arise from changes to the
regulatory environment such as district or local plan changes, health and
safety issues, material changes to CDI’s subdivisions and development
plans or strategy, overseas investment legislation, key personnel changes
and other such events. Financial Risks may arise where earnings or
cashflow change or are affected in some way due to adverse customer
demand or other market conditions or events within or outside CDI’s
control. Global Risks refer to situations like a global catastrophe, natural
disaster or crisis event which is beyond CDI’s control but have an impact
on its earnings and / or operations.
CDI has a series of internal controls in place covering such areas
as financial monitoring and reporting, human resources and risk
management. The primary responsibility for monitoring and reporting
against internal controls and remedying any deficiencies lies with
Management.
CDI also keeps current insurances appropriate to its business with
reputable global insurers.
AUDITORS
(PRINCIPLE 7)
The Board should ensure the quality and independence of the
external audit process.
External Audit plays a critical role in ensuring the integrity of financial
reporting. The role of the external auditor is to plan and carry out an
audit of CDI’s annual financial reports and review the half-yearly reports.
The Audit Committee reviews the performance and independence of the
external auditors.
CDI has in place an External Auditor Independence Policy which deals
with the provision of services by the CDI’s external auditors, auditor
rotation and the relationships between the external auditor and the
Company. The policy states that:
The Audit Committee shall only recommend to the Board a firm to be
external auditor if that firm:
• would be regarded by a reasonable investor, with full knowledge
of all relevant facts and circumstances, as capable of exercising
objective and impartial judgment on all issues encompassed within
the auditor’s engagement;
CORPORATE GOVERNANCE – continued
CDL Investments New Zealand Limited | 9
SHAREHOLDER RIGHTS & COMMUNICATION
(PRINCIPLE 8)
The Board should respect the rights of shareholders and foster
constructive relationships with shareholders that encourage them
to engage with the issuer.
CDI is committed to providing shareholders and stakeholders with timely
information on its activities and performance. CDI does this through a
number of channels including:
• announcements in accordance with continuous disclosure as
required under the Listing Rules;
• publication of the company’s annual and interim reports which are
sent to all shareholders; and
• encouraging shareholders to attend the Annual Meeting in May of
each year to hear the Chairman and the Managing Director provide
updates on the company’s performance, ask questions of the Board
and vote on the resolutions to be determined at the meeting.
Resolutions at shareholder meetings are usually determined by poll
where each ordinary shareholder has one vote per share.
Relevant communications, copies of annual reports and key corporate
governance documents and policies are now available on a dedicated
webpage https://cdlinvestments.co.nz/corporate_profile/.
• outsourced internal audit and risk management services;
• legal services;
• management functions;
• broker / dealer / investment adviser / investment banking services;
• advocacy for the Company;
• actuarial services; and
• assistance in the recruitment of senior management.
These prohibitions apply to all offices of the audit firm, including overseas
offices and affiliates.
The billing arrangements for services provided by CDI’s external auditors
should not include any contingent fees.
CDI’s expects that its external auditors will rigorously comply with their
own internal policies on independence and all relevant professional
guidance, including independence rules and guidance issued by CAANZ.
The nature of services provided by CDI’s auditors and the level of fees
incurred should be reported to the Audit Committee Chairman semi-
annually (or sooner where requested) to enable the Committee to
perform its oversight role and report back to the Board. This policy does
not prescribe any particular ratio of non-audit service fees to audit fees
but the Committee shall monitored the fees and ratio.
The continued appointment of CDI’s external auditors is confirmed
annually by the Board on recommendation from the Audit Committee.
Rotation of the lead audit partner or firm will be required every five years.
Lead audit partners who are rotated will be subject to a 2 year cooling off
period (i.e. 2 years must expire between the rotation of an audit partner
and that partner’s next engagement with the Company).
The hiring by CDI of any former lead audit partner or audit manager must
first be approved by the Chairman of the Audit Committee. There are no
other restrictions on the hiring of other staff from the audit firm.
KPMG are currently CDI’s external auditor and the lead external audit
engagement partner was rotated earlier this year.
The Audit Committee monitors local and overseas practice on auditor
independence regularly to ensure that this policy remains consistent with
best practice and meets CDI’s requirements.
CDI’s external auditors also attend the Company’s Annual Meeting to
answer any questions from shareholders as to the audit and the content
of the Annual Report.
CDI has outsourced its internal audit function to its parent company
Millennium & Copthorne Hotels New Zealand Limited which in turn has
currently outsourced its internal audit function. A programme of work is
developed annually and submitted to the Audit Committee for approval.
The areas covered by internal audit mainly centre around those which
pose an operational business risk for CDI’s section sales and corporate
office functions. In this way, the internal audit function strengthens CDI’s
internal controls and provides the Audit Committee and the Board with
an assessment of the functioning and overall adequacy of CDI’s processes.
CORPORATE GOVERNANCE – continued
CDL INVESTMENTS NEW ZEALAND LIMITED
10 | CDL Investments New Zealand Limited
2015
2014
2014
2015
2015
2014
2014
2015
2016
2017
2018
2017
2018
2016
2017
2018
2016
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
Property Sales & Other Income
Profit for the Year
1,000
6,000
16,000
11,000
21,000
26,000
31,000
Dollars ($ '000)
2017
2018
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
230,000
Dollars ($ '000)
Group Equity
45.0
50.0
55.0
60.0
65.0
70.0
75.0
80.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
2015
2014
2014
2015
2015
2014
2014
2015
2016
2017
2018
2017
2018
2016
2017
2018
2016
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
Property Sales & Other Income
Profit for the Year
1,000
6,000
16,000
11,000
21,000
26,000
31,000
Dollars ($ '000)
2017
2018
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
230,000
Dollars ($ '000)
Group Equity
45.0
50.0
55.0
60.0
65.0
70.0
75.0
80.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
FINANCIAL SUMMARY
For the year ended 31 December 2018
TREND STATEMENT
For the year ended 31 December 2018
Property Sales & Other Income
Profit for the Year
Group Equity
Asset Backing Per Share (Before Distribution)
2015
2014
2014
2015
2015
2014
2014
2015
2016
2017
2018
2017
2018
2016
2017
2018
2016
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
Property Sales & Other Income
Profit for the Year
1,000
6,000
16,000
11,000
21,000
26,000
31,000
Dollars ($ '000)
2017
2018
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
230,000
Dollars ($ '000)
Group Equity
45.0
50.0
55.0
60.0
65.0
70.0
75.0
80.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
2015
2014
2014
2015
2015
2014
2014
2015
2016
2017
2018
2017
2018
2016
2017
2018
2016
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
80,000
Property Sales & Other Income
Profit for the Year
1,000
6,000
16,000
11,000
21,000
26,000
31,000
Dollars ($ '000)
2017
2018
2016
50,000
70,000
90,000
110,000
130,000
150,000
170,000
190,000
210,000
230,000
Dollars ($ '000)
Group Equity
45.0
50.0
55.0
60.0
65.0
70.0
75.0
80.0
Cents per share
Asset Backing Per Share (Before Distribution)
90,000
Dollars ($ '000)
36,000
In thousands of dollars (unless otherwise stated) 2014 2015 2016 2017 2018
Property sales & other income 44,160 47,599 74,471 78,667 85,030
Profit before income tax 20,537 24,159 37,538 44,668 46,719
Profit for the year 14,710 17,473 27,028 32,161 33,641
Earnings per share 5.35c 6.33c 9.77c 11.60c 12.10c
Dividends per share 2.20c 2.20c 3.00c 3.50c 3.50c
Percentage of dividends per share over earnings per share 41.1% 34.8% 30.7% 30.2% 28.9%
Asset backing per share (before distributions) 46.6c 50.8c 58.4c 67.1c 75.7c
Total assets 130,469 142,680 168,277 191,706 217,614
Group equity 128,489 140,289 161,795 186,112 210,594
CDL Investments New Zealand Limited | 11
CDL INVESTMENTS NEW ZEALAND LIMITED
FINANCIAL STATEMENTS – CONTENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 12
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 13
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 14
CONSOLIDATED STATEMENT OF CASH FLOWS 15-16
NOTES TO THE FINANCIAL STATEMENTS 17-28
INDEPENDENT AUDITOR'S REPORT 29-31
REGULATORY DISCLOSURES 32-33
STATUTORY INFORMATION 34-36
REGULATORY DISCLOSURES & STATUTORY INFORMATION –
CONTENTS
12 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
The accompanying notes form part of, and should be read in conjunction with these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2018
GROUP
In thousands of dollars Note 2018 2017
Revenue 84,954 78,630
Cost of sales (35,861) (32,144)
Gross Profit 49,093 46,486
Other income 76 37
Administrative expenses 3, 4 (236) (248)
Property expenses (403) (491)
Selling expenses (2,151) (2,123)
Other expenses 3, 4 (1,312) (1,137)
Results from operating activities 45,067 42,524
Finance income 5 1,652 2,144
Net finance income 1,652 2,144
Profit before income tax 46,719 44,668
Income tax expense 6 (13,078) (12,507)
Profit for the period 33,641 32,161
Total comprehensive income for the period 33,641 32,161
Profit attributable to:
Equity holders of the parent 33,641 32,161
Total comprehensive income for the period 33,641 32,161
Earnings per share
Basic earnings per share (cents) 13 12.10 11.60
Diluted earnings per share (cents) 13 12.10 11.60
CDL Investments New Zealand Limited | 13
CDL INVESTMENTS NEW ZEALAND LIMITED
The accompanying notes form part of, and should be read in conjunction with these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2018
GROUP
In thousands of dollars Note Share Capital Retained Earnings Total Equity
Balance at 1 January 2017 53,846 107,949 161,795
Total comprehensive income for the period
Profit for the period - 32,161 32,161
Total comprehensive income for the period - 32,161 32,161
Transactions with owners of the Company
Shares issued under dividend reinvestment plan 12 464 - 464
Dividend to shareholders 12 - (8,308) (8,308)
Supplementary dividend - (253) (253)
Foreign investment tax credits - 253 253
Balance at 31 December 2017 54,310 131,802 186,112
Balance at 1 January 2018 54,310 131,802 186,112
Total comprehensive income for the period
Profit for the period - 33,641 33,641
Total comprehensive income for the period - 33,641 33,641
Transactions with owners of the Company
Shares issued under dividend reinvestment plan 12 554 - 554
Dividend to shareholders 12 - (9,713) (9,713)
Supplementary dividend - (309) (309)
Foreign investment tax credits - 309 309
Balance at 31 December 2018 54,864 155,730 210,594
14 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2018
GROUP
In thousands of dollars Note 2018 2017
SHAREHOLDERS’ EQUITY
Issued capital 12 54,864 54,310
Retained earnings 155,730 131,802
Total Equity 210,594 186,112
Represented by:
NON CURRENT ASSETS
Property, plant and equipment 4 5
Development property 8 124,652 90,595
Investment in associate 2 2
Total Non Current Assets 124,658 90,602
CURRENT ASSETS
Cash and cash equivalents 11 7,280 18,774
Short term deposits 14 38,620 46,500
Trade and other receivables 10 1,984 1,726
Development property 8 45,072 34,104
Total Current Assets 92,956 101,104
Total Assets 217,614 191,706
NON CURRENT LIABILITIES
Deferred tax liabilities 9 71 2
Total Non Current liabilities 71 2
CURRENT LIABILITIES
Trade and other payables 2,175 2,133
Employee entitlements 32 27
Income tax payable 4,742 3,432
Total Current Liabilities 6,949 5,592
Total Liabilities 7,020 5,594
Net Assets 210,594 186,112
For and on behalf of the Board
R AUSTIN, DIRECTOR, 13 February 2019 BK CHIU, MANAGING DIRECTOR, 13 February 2019
CDL Investments New Zealand Limited | 15
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2018
GROUP
In thousands of dollars Note 2018 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers 84,702 80,228
Interest received 1,722 1,875
Cash was applied to:
Payment to suppliers (32,833) (29,687)
Payment to employees (550) (427)
Deposits paid on unconditional contracts for development land - (14,965)
Purchase of development land (51,557) (174)
Income tax paid (11,390) (10,968)
Net Cash Inflow/(Outflow) from Operating Activities (9,906) 25,882
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from:
Short term deposits 46,500 45,500
Cash was applied to:
Purchase of plant and equipment - -
Short term deposits (38,620) (46,500)
Net Cash Inflow/(Outflow) From Investing Activities 7,880 (1,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was applied to:
Dividend paid (9,159) (7,844)
Supplementary dividend paid (309) (253)
Net Cash Outflow from Financing Activities (9,468) (8,097)
Net Increase/(Decrease) in Cash and Cash Equivalents (11,494) 16,785
Add Opening Cash and Cash Equivalents 18,774 1,989
Closing Cash and Cash Equivalents 11 7,280 18,774
The accompanying notes form part of, and should be read in conjunction with these financial statements.
16 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS – continued
For the year ended 31 December 2018
GROUP
In thousands of dollars Note 2018 2017
RECONCILIATION OF PROFIT FOR THE PERIOD TO CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit after Taxation 33,641 32,161
Adjusted for non cash items:
Depreciation 1 -
Income tax expense 6 13,078 12,507
Adjustments for movements in working capital:
(Increase)/Decrease in receivables (258) 1,292
Increase in development properties (45,025) (6,936)
Increase/(Decrease) in payables 47 (2,174)
Cash generated from operating activities 1,484 36,850
Income tax paid (11,390) (10,968)
Cash Inflow/(Outflow) from Operating Activities (9,906) 25,882
CDL Investments New Zealand Limited | 17
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2018
SIGNIFICANT ACCOUNTING POLICIES
REPORTING ENTITY
CDL Investments New Zealand Limited (the “Company”) is a company domiciled in New Zealand, registered under the Companies Act 1993 and
listed on the New Zealand Stock Exchange. The Company is a FMC Reporting Entity in terms of the Financial Markets Conduct Act 2013 and
the Financial Reporting Act 2013.
The financial statements of the Company for the year ended 31 December 2018 comprises the Company and its subsidiary (together referred to
as the “Group”).
The principal activity of the Group is the development and sale of residential land properties.
(a) Statement of compliance
The financial statements have been prepared in accordance with New Zealand Generally Accepted Accounting Practice (“NZ GAAP”). They
comply with New Zealand equivalents to International Financial Reporting Standards (“NZ IFRS”) and other applicable Financial Reporting
Standards, as appropriate for Tier 1 profit-oriented entities. The financial statements also comply with International Financial Reporting
Standards (“IFRS”).
The financial statements were authorised for issuance on 13 February 2019.
(b) Basis of preparation
The financial statements are presented in New Zealand Dollars ($), which is the Company’s functional currency. All financial information
presented in New Zealand dollars has been rounded to the nearest thousand.
The financial statements have been prepared on the historical cost basis.
The preparation of financial statements in conformity with NZ IFRS requires management to make judgements, estimates and assumptions
that affect the application of company policies and reported amounts of assets and liabilities, income and expenses. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any future period affected.
In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that
have the most significant effect on the amounts recognised in the financial statements are described in Note 2 – Accounting Estimates
and Judgements.
(c) Changes in accounting policies and new accounting standards adopted in the year
The Group has adopted two standards, NZ IFRS 15 Revenue from Contracts with Customers and NZ IFRS 9 Financial Instruments, which are
mandatory for the financial periods beginning on 1 January 2018.
Impact of adoption of NZ IFRS 15 Revenue from Contracts with Customers
Effective 1 January 2018, the Group applied NZ IFRS 15 for its accounting of revenue from customers. The new standard replaces NZ
IAS 18 Revenue and introduces a principles based five-step model to recognise revenue when a performance obligation is satisfied by
transferring control of a good or service to the customer.
It has been determined that the impact of the new standard is not significant. All revenue of the Group is derived from the satisfaction of
a single performance obligation, which is the sale of development property. There has been no change in the timing of revenue recognition
for this performance obligation.
The Group elected to apply the cumulative effect method under NZ IFRS 15, which did not result in an impact on the financial statements
for the year ended 31 December 2018.
Impact of Adoption of NZ IFRS 9 Financial Instruments
Effective 1 January 2018, the Group applied NZ IFRS 9 for its accounting of financial instruments, which included the adoption of the
“expected loss model”, replacing the “incurred loss” impairment model for financial assets that are not measured at fair value through
profit and loss (FVTPL). In accordance with the new standard, the Group’s financial assets which consist primarily of trade and other
receivables, are assessed for impairment on a forward looking basis taking into consideration not only past events and current conditions,
but also forecast future economic conditions.
It has been determined that the impact of NZ IFRS 9 on the Group’s impairment assessment of trade and other receivables is not
significant. Other provisions of NZ IFRS 9 were not consider applicable to the Group’s financial statements in 2018.
The Group elected to apply the cumulative effect method under NZ IFRS 9 which did not result in an impact on the financial statements
for the year ended 31 December 2018.
The accounting policies have been applied consistently to all periods presented in these financial statements. The accounting policies are
now included within the relevant notes to the consolidated financial statements.
18 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
SIGNIFICANT ACCOUNTING POLICIES – continued
(d) Basis of consolidation
(i) Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date
on which control ceases.
(ii) Subsidiaries
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in
preparing these consolidated financial statements.
(e) Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated depreciation. The cost of purchased property, plant and
equipment is the value of the consideration given to acquire the assets and the value of other directly attributable costs, which have been
incurred in bringing the assets to the location and condition necessary for their intended service. Depreciation on assets is calculated using
the straight-line method to allocate cost to their residual values over their estimated useful lives, as follows:
Plant and equipment 3 - 10 years
(f) Trade and other payables
Trade and other payables are stated at cost.
(g) Revenue
Revenue represents amounts derived from:
• Land and property sales: recognised when the customer obtains control of the property and is able to direct and obtain the
benefits from the property.
(h) New standards and interpretations not yet adopted
The following new standards and amendments to standards are not yet effective for the year ended 31 December 2018, and have not been
applied in preparing these consolidated financial statements:
• NZ IFRS 9 – Financial Instruments (effective after 1 January 2019)
• NZ IFRS 16 – Leases (effective 1 January 2019)
• 2017 Omnibus Amendments to NZ IFRS Part B; Amendments to NZ IFRS 10 Consolidated Financial Statements and NZ IAS 28
Investments in Associates and Joint Ventures (effective 1 January 2019)
• Annual Improvements to IFRS Standards 2015 – 2017 Cycle (effective 1 January 2019)
• NZ IFRIC 23 Uncertainty over Income Tax Treatments (effective 1 January 2019)
• Long-term Interests in Associates and Joint Ventures; amendments to NZ IFRS 9 (effective 1 January 2019)
• Prepayment Features with Negative Compensation (Amendment to NZ IFRS 9) (effective 1 January 2019)
The Group has assessed the new standards and the adoption of these standards is not expected to have a material impact on the Group’s
financial statements.
CDL Investments New Zealand Limited | 19
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
1. SEGMENT REPORTING
Operating segments
The single operating segment of the Group consists of property operations, comprising the development and sale of residential land sections.
The Group has determined that its chief operating decision maker is the Board of Directors on the basis that it is this group which determines
the allocation of resources to segments and assesses their performance.
An operating segment is a distinguishable component of the Group:
• that is engaged in business activities from which it earns revenues and incurs expenses,
• whose operating results are regularly reviewed by the Group’s chief operating decision maker to make decisions on resource
allocation to the segment and assess its performance, and
• for which discrete financial information is available.
Geographical segments
Segment revenue is based on the geographical location of the segment assets. All segment revenues are derived in New Zealand.
Segment assets are based on the geographical location of the development property. All segment assets are located in New Zealand.
The Group has no major customer representing greater than 10% of the Group’s total revenues.
2. ACCOUNTING ESTIMATES AND JUDGEMENTS
Management discussed with the Audit Committee the development, selection and disclosure of the Group’s critical accounting policies and
estimates and the application of these policies and estimates.
Key sources of estimation uncertainty
In Note 14, detailed analysis is given of the interest rate and credit risk exposure of the Group and risks in relation thereto. The Group is also
exposed to a risk of impairment to development properties should the carrying value exceed the market value due to market fluctuations in
the value of development properties. However, there is no indication of impairment as in Note 8 the carrying value of development properties
is $169,724,000 (2017: $124,699,000) while the market value determined by an independent registered valuer is $337,765,000 (2017:
$276,316,000).
3. ADMINISTRATIVE AND OTHER EXPENSES
The following items of expenditure are included in administrative and other expenses: GROUP
In thousands of dollars Note 2018 2017
Auditors’ remuneration
- Audit fees 53 52
- Scrutineering fees 3 -
- Tax compliance & advisory fees 12 1
Depreciation 1 -
Directors’ fees 17 133 150
Operating lease and rental payments 82 83
Other 714 673
Total excluding personnel expenses 998 959
20 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
4. PERSONNEL EXPENSES
The following items of expenditure are included in administrative and other expenses: GROUP
In thousands of dollars 2018 2017
Wages and salaries 494 396
Employee related expenses and benefits 55 29
Increase in liability for long-service leave 1 1
550 426
The Group’s net obligation in respect of long-term service benefits, is the amount of future benefit that employees have earned in return for
their service in the current and prior periods. The obligation is calculated using their expected remunerations and an assessment of likelihood
the liability will arise.
5. NET FINANCE INCOME
GROUP
In thousands of dollars 2018 2017
Interest income 1,652 2,144
Net finance income 1,652 2,144
Finance income and expense comprise interest payable on borrowings calculated using the effective interest rate method, interest receivable on
funds invested, and dividend income that are recognised in the profit or loss.
Finance income is recognised in profit or loss as it accrues, using the effective interest method.
6. INCOME TAX EXPENSE
Recognised in the statement of comprehensive income
In thousands of dollars GROUP
Current tax expense 2018 2017
Current year 13,012 12,508
Adjustments for prior years (3) -
13,009 12,508
Deferred tax expense
Origination and reversal of temporary differences 69 (1)
69 (1)
Total income tax expense in the statement of comprehensive income 13,078 12,507
Reconciliation of effective tax rate
In thousands of dollars GROUP
2018 2017
Profit before income tax 46,719 44,668
Income tax using the company tax rate of 28% (2017: 28%) 13,081 12,507
Adjusted for: Over provided in prior years (3) -
13,078 12,507
Effective tax rate 28% 28%
CDL Investments New Zealand Limited | 21
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
6. INCOME TAX EXPENSE – continued
Income tax for the year comprises current and deferred tax. Income tax is recognised in profit or loss except to the extent that it relates to
items recognised directly in equity or other comprehensive income, in which case it is recognised in equity or in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance
date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The temporary differences relating to investments in subsidiaries are not provided for to
the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner
of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance
date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can
be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
7. IMPUTATION CREDITS GROUP
In thousands of dollars 2018 2017
Imputation credits available for use in subsequent reporting periods 57,594 49,673
8. DEVELOPMENT PROPERTY GROUP
In thousands of dollars 2018 2017
Expected to settle greater than one year 124,652 90,595
Expected to settle within one year 45,072 34,104
Development property 169,724 124,699
Development property is carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development, and holding
costs such as interest. Interest and other holding costs incurred after completion of development are expensed as incurred. All holding costs are
written off through profit or loss in the year incurred with the exception of interest holding costs which are capitalised during the period when
active development is taking place. $287,000 (2017: nil) has been capitalised during the year. Development property includes deposits paid on
unconditional contracts for development land.
The carrying amounts of the development property are reviewed at each balance date to determine whether there is any indication of
impairment. If any such indication exists, the asset’s recoverable amount is estimated. The recoverable amount of an asset is the greater of its
net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-
tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does
not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs.
Whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount the impairment loss is recognised in
profit or loss.
The value of development property held at 31 December 2018 was determined, on an open market existing use basis, by an independent
registered valuer, DM Koomen SPINZ of Extensor Advisory Limited as $337.8 million (2017: $276.3 million).
The fair value of development property as determined by the independent valuer is categorised as Level 3 based on the inputs to the valuation
methodology. The basis of the valuation is the hypothetical subdivision approach and/or block land sales comparisons to derive the residual
block land values. The major unobservable inputs that are used in the valuation model that require judgement include the individual section
prices, allowances for profit and risk, projected completion and sell down periods and interest rates during the holding period. The estimated
fair value would increase or (decrease) if: the individual section prices were higher/(lower); the allowances for profit were higher/(lower); the
allowances for risk were lower/(higher); the projected completion and sell down periods were shorter/(longer); and the interest rate during the
holding period was lower/(higher).
22 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
9. DEFERRED TAX ASSETS AND LIABILITIES
Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following: GROUP
Assets Liabilities Net
In thousands of dollars 2018 2017 2018 2017 2018 2017
Plant and equipment - - (1) (1) (1) (1)
Development property - - (126) (47) (126) (47)
Employee benefits 56 41 - - 56 41
Trade and other payables - 5 - - - 5
Net tax assets/(liabilities) 56 46 (127) (48) (71) (2)
Movement in deferred tax balances during the year GROUP
In thousands of dollars Balance 1 Jan 2017 Recognised in profit or loss Balance 31 Dec 2017
Plant and equipment - (1) (1)
Development property (50) 3 (47)
Employee benefits 44 (3) 41
Trade and other payables 4 1 5
(2) - (2)
GROUP
In thousands of dollars Balance 1 Jan 2018 Recognised in profit or loss Balance 31 Dec 2018
Plant and equipment (1) - (1)
Development property (47) (79) (126)
Employee benefits 41 15 56
Trade and other payables 5 (5) -
(2) (69) (71)
10. TRADE AND OTHER RECEIVABLES GROUP
In thousands of dollars 2018 2017
Trade receivables 176 13
Other receivables and prepayments 1,808 1,713
Trade and other receivables 1,984 1,726
None of the trade and other receivables are impaired.
Trade and other receivables are stated at their cost less impairment losses. The carrying amounts of the trade and other receivables are
reviewed at each balance date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable
amount is estimated. Whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount the impairment
loss is recognised in profit or loss.
CDL Investments New Zealand Limited | 23
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
11. CASH AND CASH EQUIVALENTS GROUP
In thousands of dollars 2018 2017
Bank balances 2,280 8,274
Call deposits 5,000 10,500
Cash and cash equivalents 7,280 18,774
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.
12. CAPITAL AND RESERVES PARENT
Share capital 2018 2018 2017 2017
Shares ‘000s $000’s Shares ‘000s $000’s
Shares issued 1 January 277,514 54,310 276,947 53,846
Issued under dividend reinvestment plan 605 554 567 464
Total shares issued and outstanding 278,119 54,864 277,514 54,310
All shares carry equal rights and rank pari passu with regard to residual assets of the Company and do not have a par value. At 31 December
2018, the authorised share capital consisted of 278,118,487 fully paid ordinary shares (2017: 277,513,971).
Dividend Reinvestment Plan
In 1998, the Company adopted a Dividend Reinvestment Plan pursuant to which shareholders may elect to receive ordinary dividends in the
form of either cash or additional shares in the Company. The additional shares are issued at the weighted average market price for the shares
traded over the first five business days immediately following the Record Date.
Accordingly, the Company issued 604,516 additional shares under the Dividend Reinvestment Plan on 18 May 2018 (2017: 566,646) at a strike
price of $0.9154 per share issued (2017: $0.8198).
Dividends
The following dividends were declared and paid during the year 31 December:
PARENT
In thousands of dollars 2018 2017
3.5 cents per qualifying ordinary share (2017: 3.0 cents) 9,713 8,308
9,713 8,308
After 31 December 2018 the following dividends were declared by the directors. The dividends have not been provided for and there are
no income tax consequences. It is anticipated that a portion of the dividends declared will be paid by way of shares through the Dividend
Reinvestment Plan.
In thousands of dollars
PARENT
3.5 cents ordinary dividend per qualifying ordinary share 9,734
3.5 cents total dividend per qualifying ordinary share 9,734
24 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
13. EARNINGS PER SHARE
Basic and diluted earnings per share
The calculation of basic and diluted earnings per share at 31 December 2018 was based on the profit attributable to ordinary shareholders of
$33,641,000 (2017: $32,161,000); and weighted average number of ordinary shares outstanding during the year ended 31 December 2018 of
277,917,000 (2017: 277,325,000), calculated as follows:
Profit attributable to ordinary shareholders (basic & diluted) GROUP
In thousands of dollars 2018 2017
Profit for the period 33,641 32,161
Profit attributable to ordinary shareholders 33,641 32,161
Weighted average number of ordinary shares
PARENT
2018 2017
Shares ‘000s Shares ‘000s
Issued ordinary shares at 1 January 277,514 276,947
Effect of 604,516 shares issued in May 2018 403 -
Effect of 566,646 shares issued in May 2017 - 378
Weighted average number of ordinary shares at 31 December 277,917 277,325
14. FINANCIAL INSTRUMENTS
The Group only holds non-derivative financial instruments which comprise trade and other receivables, cash and cash equivalents, short term
deposits, and trade and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any
directly attributable transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfer the
financial asset to another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised
if the Group’s obligations specified in the contract expire or are discharged or cancelled.
Prestons Road Limited
GROUP
In thousands of dollars Note 2018 2017
Cash and cash equivalents 11 7,280 18,774
Short term deposits 38,620 46,500
Trade and other receivables 10 1,984 1,726
Financial Liabilities
Trade and other payables 2,175 2,133
Exposure to credit and interest rate risks arises in the normal course of the Group’s business.
CDL Investments New Zealand Limited | 25
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
14. FINANCIAL INSTRUMENTS – continued
Credit risk
Management Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are
performed on all customers requiring credit over a certain amount. The Group does not require collateral in respect of financial assets.
The key factor in managing risk is that the Certificate of Title is only transferred to the purchaser when all cash is received in full upon
settlement.
The Group’s exposure to credit risk is mainly influenced by its customer base. As such it is concentrated to the default risk of its industry.
However, geographically there is no credit risk concentration.
Cash, cash equivalents, and term deposits are allowed only in liquid securities and only with counterparties that have a credit rating equal to or
better than the Group. Given their high credit ratings, management does not expect any counterparty to fail to meet its obligations.
At the balance date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying
amount of each financial asset.
Interest rate risk
The Group has no exposure to interest rate risk as there are no funding facilities (2017: nil). However, the Group is exposed to movements
in interest rates on short-term investments which is explained in the Sensitivity analysis. Interest income is earned on the cash and cash
equivalent balance and the short term deposits balance.
Effective interest and repricing analysis
In respect of income earning financial assets, the following tables indicate the effective interest rates at the balance sheet date and the periods
in which they reprice.
Sensitivity analysis
The Group manages interest rate risk by maximising its interest income through forecasting its cash requirements and cash inflows. Over the
longer-term, however, permanent changes in interest rates will have an impact on profit.
A decrease of one percentage point in interest rates would have decreased the Group’s profit before income tax by $422,000 (2017: $605,000)
in the current period.
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an ongoing
basis. In general, the Group generates sufficient cash flows from its operating activities to meet its obligations arising from its financial
liabilities. It is the Group’s policy to provide credit and liquidity enhancement only to wholly owned subsidiaries.
The following table sets out the contractual cash flows for all financial liabilities that are settled on a gross cash flow basis:
GROUP
20182017
In thousands of dollarsBalance Sheet6 months or less6-12 monthsBalance Sheet6 months or less6-12 months
Trade and other payables2,1752,175-2,1331,990143
2,1752,175-2,1331,990143
GROUP
2018
2017
Note Effective Total 6 months 6-12
In thousands of dollars interest rate or less months
Cash and cash equivalents 11 0.00% to 2.53% 7,280 7,280 -
Short term deposits 3.20% to 3.46% 38,620 22,000 16,620
45,900 29,280 16,620
Effective Total 6 months 6-12
interest rate or less months
0.00% to 2.67% 18,774 18,774 -
3.20% to 3.51% 46,500 42,000 4,500
65,274 60,774 4,500
26 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
14. FINANCIAL INSTRUMENTS – continued
Estimation of fair values
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the
above tables.
(a) Cash, accounts receivable, accounts payable and related party receivables. The carrying amount for these balances approximate their
fair value because of the short maturities of these items.
Capital management
The Group’s capital includes share capital and retained earnings.
The Group’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future
development of the business. The impact of the level of capital on shareholders’ return is also recognised and the Group recognises the need
to maintain a balance between the higher returns that might be possible with greater gearing and the advantages and security afforded by a
sound capital position.
The Group is not subject to any external imposed capital requirements.
The allocation of capital is, to a large extent, driven by optimisation of the return achieved on the capital allocated.
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
There have been no material changes in the Group’s management of capital during the period.
15. OPERATING LEASES
Leases as Lessee
Non-cancellable operating lease rentals are payable as follows: GROUP
In thousands of dollars 2018 2017
Less than one year 16 13
Between one and five years 27 21
43 34
During the year ended 31 December 2018, $16,000 was recognised as an expense in profit or loss in respect of operating leases (2017: $17,000)
and $76,000 (2017: $37,000) was recognised as other income in profit or loss in respect of leases.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives
received are recognised in profit or loss as an integral part of the total lease expense.
16. COMMITMENTS
As at 31 December 2018, the Group had entered into contractual commitments for development expenditure and purchases of land.
Contractual agreements for the purchase of land are subject to a satisfactory outcome of the Group's due diligence process, board approval,
and OIO approval. Development expenditure represents amounts contracted and forecast to be incurred in 2019 in accordance with the Group’s
development programme.
On 11 February 2019, the Group withdrew from an agreement to purchase land to the value of $35.00 million due to Plan Change timing and
zoning issues along with infrastructural constraints.
GROUP
In thousands of dollars 2018 2017
Development expenditure 42,496 32,665
Land purchases 46,132 35,956
88,628 68,621
CDL Investments New Zealand Limited | 27
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
17. RELATED PARTIES
Identity of related parties
The Company has a related party relationship with its subsidiary as well as a fellow subsidiary of its parent (see Note 18), and with its Directors
and executive officers.
Transactions with key management personnel
None of the Directors of the Company and their immediate relatives have control of the voting shares of the Company. Key management
personnel include the Board comprising non-executive directors and executive directors.
The total remuneration and value of other benefits earned by each of the Directors of the Company for the year ending 31 December 2018
was:
GROUP
In thousands of dollars 2018 2017
C Sim 38 15
HR Wong - 40
VWE Yeo 30 30
KS Tan - -
R Austin 35 35
J Henderson 30 30
Total for non-executive directors 133 150
BK Chiu - -
Total for executive directors - -
133 150
Non-executive directors receive director’s fees only. The executive directors do not receive remuneration or any other benefits as a director of
the Parent Company or of the Company’s subsidiary.
Total remuneration of non-executive directors is included in “administrative and other expenses” (see Note 3).
Investment in associate
The Company’s subsidiary, CDL Land New Zealand Limited, has a 33.33% investment in Prestons Road Limited. The principal activities of
Prestons Road Limited are as a service provider and in this regard, it is charged with engaging suitably qualified consultants in fields such
as geotechnical engineering, resource management compliance, subdivision of land, legal and regulatory compliance and related issues.
The associate has no revenue or expenses, therefore the Group’s share of profit in its associate for the year was nil (2017: nil).
Summary unaudited financial information for the associate, not adjusted for the percentage ownership held by the Group:
GROUP
In thousands of dollars 2018 2017
Current assets 34 34
Current liabilities 28 28
Net assets (100%) 6 6
Group interests 33.33% 33.33%
Group’s interest of net assets 2 2
Carrying amount in associates 2 34
28 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – continued
For the year ended 31 December 2018
17. RELATED PARTIES – continued
Movements in the carrying value of the associate:
GROUP
In thousands of dollars 2018 2017
Balance at 1 January 2 2
Purchase of investment - -
Balance at 31 December 2 2
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating
policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the
arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs.
Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and OCI of equity-
accounted investees, until the date on which significant influence or joint control ceases.
When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-
term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation
or has made payments on behalf of the associate.
18. GROUP ENTITIES
Control of the Group
CDL Investments New Zealand Limited is a subsidiary of Millennium & Copthorne Hotels New Zealand Limited by virtue of Millennium &
Copthorne Hotels New Zealand Limited owning 66.42% (2017: 66.56%) of the Company and having three out of six of the Directors on the
Board. Millennium & Copthorne Hotels New Zealand Limited is 70.79% (2017: 70.79%) owned by CDL Hotels Holdings New Zealand Limited
(computed on voting shares), which is a wholly owned subsidiary of Millennium & Copthorne Hotels plc in the United Kingdom. The ultimate
holding company is Hong Leong Investment Holdings Pte Ltd in Singapore.
During the year CDL Investments New Zealand Limited has reimbursed its parent, Millennium & Copthorne Hotels New Zealand Limited,
$314,000 (2017: $313,000) for expenses incurred by the parent on behalf of the Group.
During 2018, CDL Investments New Zealand Limited issued no additional shares (2017: nil) to its parent, Millennium & Copthorne Hotels
New Zealand Limited, under the Dividend Reinvestment Plan (see Note 12). The total shares on issue to Millennium & Copthorne Hotels
New Zealand Limited is 184,724,438 (2017: 184,724,438).
28
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of CDL Investments New
Zealand Limited (the company) and its subsidiary
(the Group) on pages 12 to 27:
i. present fairly in all material respects the Group’s
financial position as at 31 December 2016 and
its financial performance and cash flows for the
year ended on that date; and
ii. comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying
consolidated financial statements which
comprise:
— the consolidated statement of financial position
as at 31 December 2016;
— the consolidated statement of comprehensive
income, statement of changes in equity and
statement of cash flows for the year then
ended; and
— notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (“ISAs (NZ)”). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s Responsibilities for the Audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and tax advisory
services. Subject to certain restrictions, partners and employees of our firm may also deal with the group on
normal terms within the ordinary course of trading activities of the business of the group. These matters have
not impaired our independence as auditor of the group. The firm has no other relationship with, or interest in, the
group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole.
18
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the consolidated financial statements
Opinion
In our opinion, the accompanying consolidated
financial statements of CDL Investments New
Zealand Limited (the company) and its subsidiaries
(the group) on pages 12 to 28:
i.present fairly in all material respects the Group’s
financial position as at 31 December 2018 and
its financial performance and cash flows for the
year ended on that date; and
ii.comply with New Zealand Equivalents to
International Financial Reporting Standards and
International Financial Reporting Standards.
We have audited the accompanying consolidated
financial statements which comprise:
—the consolidated statement of financial position
as at 31 December 2018;
—the consolidated statements of comprehensive
income, changes in equity and cash flows for
the year then ended; and
—notes, including a summary of significant
accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the group in accordance with Professional and Ethical Standard 1 (Revised) Code of
Ethics for Assurance Practitioners issued by the New Zealand Auditing and Assurance Standards Board and the
International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance, taxation advisory and
scrutineering at the group’s annual meeting of shareholders. Subject to certain restrictions, partners and
employees of our firm may also deal with the group on normal terms within the ordinary course of trading
activities of the business of the group. These matters have not impaired our independence as auditor of the
group. The firm has no other relationship with, or interest in, the group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to determine the
nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and on the consolidated financial statements as a whole. The materiality for the consolidated financial
statements as a whole was set at $2.3 million determined with reference to a benchmark of group profit before
tax. We chose the benchmark because, in our view, this is a key measure of the group’s performance.
29
30
19
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. We summarise below those matters and our key
audit procedures to address those matters in order that the shareholders as a body may better understand the
process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely
for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not
express discrete opinions on separate elements of the consolidated financial statements
The key audit matterHow the matter was addressed in our audit
Capitalisation and Allocation of Development Costs
Refer to note 8 of the consolidated financial
statements.
The group’s development property comprises land
and costs incurred to develop land into subdivisions
and individual properties for sale. At 31 December
2018 development properties amounted to $169.7
million representing 80.6% of net assets in the
consolidated statement of financial position.
Determining whether to capitalise or expense costs
relating to development of the land is subjective as it
depends whether the costs enhance the land or
maintain the current value. In addition there is
significant judgement in determining how to allocate
the costs to individual properties.
To assess the capitalisation of development costs we
examined the operating effectiveness of the Group’s
process to capitalise and record development costs. We
then obtained invoices for a sample of capitalised costs
to check whether the nature of the expense met the
capitalisation criteria in the accounting standards. We
found no exceptions.
Our procedures over the allocation of these
development costs involved considering the costs
capitalised to properties sold versus
costs capitalised to
the remaining properties in the portfolio, and in
comparison to realised value upon sale. We also
checked for consistency in approach between periods.
The evidence we obtained demonstrated the allocation
of costs was in line with our expectations.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the Director’s review, disclosures relating to corporate governance, the trend
statement and financial summary and the other information included in the Annual Report. Our opinion on the
consolidated financial statements does not cover any other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have received the Director’s Review and have nothing
to report in this regard. The Annual Report is expected to be made available to us after the date of this
Independent Auditors Report and we will report the matters identified, if any, to those charged with governance.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
31
19
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements in the current period. We summarise below those matters and our key
audit procedures to address those matters in order that the shareholders as a body may better understand the
process by which we arrived at our audit opinion. Our procedures were undertaken in the context of and solely
for the purpose of our statutory audit opinion on the consolidated financial statements as a whole and we do not
express discrete opinions on separate elements of the consolidated financial statements
The key audit matterHow the matter was addressed in our audit
Capitalisation and Allocation of Development Costs
Refer to note 8 of the consolidated financial
statements.
The group’s development property comprises land
and costs incurred to develop land into subdivisions
and individual properties for sale. At 31 December
2018 development properties amounted to $169.7
million representing 80.6% of net assets in the
consolidated statement of financial position.
Determining whether to capitalise or expense costs
relating to development of the land is subjective as it
depends whether the costs enhance the land or
maintain the current value. In addition there is
significant judgement in determining how to allocate
the costs to individual properties.
To assess the capitalisation of development costs we
examined the operating effectiveness of the Group’s
process to capitalise and record development costs. We
then obtained invoices for a sample of capitalised costs
to check whether the nature of the expense met the
capitalisation criteria in the accounting standards. We
found no exceptions.
Our procedures over the allocation of these
development costs involved considering the costs
capitalised to properties sold versus
costs capitalised to
the remaining properties in the portfolio, and in
comparison to realised value upon sale. We also
checked for consistency in approach between periods.
The evidence we obtained demonstrated the allocation
of costs was in line with our expectations.
Other information
The Directors, on behalf of the group, are responsible for the other information included in the entity’s Annual
Report. Other information includes the Director’s review, disclosures relating to corporate governance, the trend
statement and financial summary and the other information included in the Annual Report. Our opinion on the
consolidated financial statements does not cover any other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated financial statements our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have received the Director’s Review and have nothing
to report in this regard. The Annual Report is expected to be made available to us after the date of this
Independent Auditors Report and we will report the matters identified, if any, to those charged with governance.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our audit work has been
undertaken so that we might state to the shareholders those matters we are required to state to them in the
independent auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the shareholders as a body for our audit work, this independent
auditor’s report, or any of the opinions we have formed.
20
Responsibilities of the Directors for the consolidated financial
statements
The Directors, on behalf of the company, are responsible for:
—the preparation and fair presentation of the consolidated financial statements in accordance with generally
accepted accounting practice in New Zealand (being New Zealand Equivalents to International Financial
Reporting Standards) and International Financial Reporting Standards;
—implementing necessary internal control to enable the preparation of a consolidated set of financial
statements that is fairly presented and free from material misstatement, whether due to fraud or error; and
—assessing the ability to continue as a going concern. This includes disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless they either intend to liquidate or to
cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
—to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error; and
—to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-8/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey
For and on behalf of
KPMG
Auckland
13 February 2019
32 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
REGULATORY DISCLOSURES
20 LARGEST SHAREHOLDERS (as at 1 March 2019) (Listing Rule 3.7.1c)
Rank Shareholder Number of Securities % of Issued Capital
1. MILLENNIUM & COPTHORNE HOTELS NEW ZEALAND LIMITED 184,724,438 66.42
2. ADRIAN HO 20,457,444 7.36
3. HSBC NOMINEES (NEW ZEALAND) LIMITED A/C STATE STREET -NZCSD 13,908,548 5.00
4. JPMORGAN CHASE BANK NA NZ BRANCH-SEGREGATED CLIENTS ACCT - NZCSD 7,991,904 2.87
5. ACCIDENT COMPENSATION CORPORATION - NZCSD 6,653,685 2.39
6. CHRISTINA SEET 2,225,743 0.80
7. BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 1,576,993 0.57
8. CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD 1,490,879 0.54
9. HUGH GREEN INVESTMENTS LIMITED 1,102,090 0.40
10. GEOK LOO GOH 1,079,834 0.39
11. ROGER PARKER 801,032 0.29
12. BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 706,176 0.25
13. HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD 616,436 0.22
14. STEVEN CHEONG KWOK WING 548,544 0.20
15. CALIBER TRUSTEE COMPANY LIMITED 532,310 0.19
16. GRAHAM KENNETH GASKIN + DONALD ERIC FORSYTH 450,587 0.16
17. DEBORAH LEE SEERUP 450,005 0.16
18. JBWERE (NZ) NOMINEES LIMITED 411,321 0.15
19. ROBERT WONG + CHRISTEIN JOE WONG 390,057 0.14
20. BRUCE LESLIE DAVISON + SHONA ELIZABETH DAVISON 381,088 0.14
NZCSD provides a custodial depositary service to its clients and does not have a beneficial interest in the shares held in its name.
HOLDINGS SIZE (as at 1 March 2019)
Range Number of shareholders Number of shares % of Issued Capital
1-99 6 390 0.00
100 – 199 5 694 0.00
200 - 499 8 2,516 0.00
500 - 999 31 19,906 0.01
1,000 - 1,999 379 505,620 0.18
2,000 - 4,999 1,047 3,183,072 1.14
5,000 - 9,999 522 3,601,308 1.29
10,000 - 49,999 555 10,954,321 3.94
50,000 - 99,999 77 5,256,418 1.89
100,000 - 499,999 53 10,060,563 3.62
500,000 - 999,999 3 1,881,886 0.68
1,000,000 + 6 242,651,793 87.25
Total 2,692 278,118,487 100.00
CDL Investments New Zealand Limited | 33
CDL INVESTMENTS NEW ZEALAND LIMITED
REGULATORY DISCLOSURES – continued
DOMICILE OF SHAREHOLDERS (as at 1 March 2019)
Number of shareholders Number of shares % of Issued Capital
New Zealand 2,583 252,676,619 90.85
Australia and overseas 109 25,441,868 9.15
Total 2,692 278,118,487 100.00
WAIVERS FROM NZX LIMITED
On 19 March 2018, NZX also granted the Company a waiver from Listing Rule 5.2.3 in respect of its ordinary shares for a period of twelve
months from that date (the Ordinary Shares Waiver).
NZX granted the Ordinary Shares Waiver on the following conditions:
(a) that the Company clearly and prominently discloses the waiver, its conditions and its implications in its half-year and annual reports and
in any other offer documents relating to any offer of shares undertaken by CDI during the period of the waiver; and
(b) consistently monitors the percentage of shares held by total number of Members of the Public and notifies NZX Regulation as soon as
practicable if there are material changes to the percentage of Ordinary Shares held by Members of the Public.
The implication of these waivers is that the Company’s preference and ordinary shares may not be widely held and there may be reduced
liquidity in both classes of shares.
SUBSTANTIAL SECURITY HOLDERS
According to notices given to the Company under the Securities Markets Act 1988, as at 1 March 2019, the substantial security holders in the
Company are noted below:
Securities Class %
Millennium & Copthorne Hotels New Zealand Limited 184,724,438 Ordinary Shares 66.91
Adrian Ho 20,457,444 Ordinary Shares 7.36
Aberdeen Standard Australian Small Companies Fund 13,908,548 Ordinary Shares 5.00
As at 1 March 2019, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares)
was 278,118,487.
34 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION
DIRECTORS (section 211(1)(I) Companies Act 1993)
As at 31 December 2018, the Company’s Directors were Messrs. C Sim, BK Chiu, RJ Austin, JH Henderson, KS Tan and VWE Yeo.
The gender breakdown of the Board is 6 male directors and 0 female directors. CDI currently has 1 female and 3 male officers..
INTERESTS REGISTER (sections 189(1)(c) and 211(1)(e), Companies Act 1993)
The Company maintains an Interests Register as required under the Companies Act 1993. For the period under review, the following entries
were recorded:
USE OF COMPANY INFORMATION (section 145, Companies Act 1993)
During the year, the Board did not receive any notices from any Directors of the Company requesting the use of company information which
they would have received in their capacity as Directors which would not otherwise have been available to them.
SHARE DEALING (section 148, Companies Act 1993)
No share dealings by Directors occurred during the year.
DIRECTORS’ AND ASSOCIATED PERSONS SHAREHOLDINGS (as at 31 December 2018)
Director 2018 2017
C Sim Nil Nil
BK Chiu Nil Nil
KS Tan Nil Nil
VWE Yeo Nil Nil
RJ Austin Nil Nil
J Henderson Nil Nil
REMUNERATION (sections 161 and 211(1)(f), Companies Act 1993)
The total remuneration and value of other benefits earned received by each of the Directors of the Company for the year ending 31 December
2018 was:
Director Remuneration
C Sim $37,500
BK Chiu Nil^
KS Tan Nil^
VWE Yeo $30,000
RJ Austin $35,000
J Henderson $30,000
^ Mr. KS Tan, being the Interim Group Chief Executive and Executive Director of Millennium & Copthorne Hotels plc, did not receive any fees
as Chairman or as a Director of the Company. Mr. BK Chiu, being the Managing Director of Millennium & Copthorne Hotels New Zealand
Limited did not receive any fees as Chairman or as a Director of the Company or its subsidiary.
INDEMNITY AND INSURANCE (section 162, Companies Act 1993)
In accordance with the Company’s constitution, the Company has insured all its Directors and the Directors of its subsidiary against liabilities to
other parties (except the Company or a related party of the Company) that may arise from their positions as Directors. The insurance does not
cover liabilities arising from criminal actions.
GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993)
As at 31 December 2018, the Directors of the Company have made general disclosures of interest in the following companies:
C Sim
Chairman/Director of:
Millennium & Copthorne Hotels New Zealand Limited
Director of:
Autocaps (Aust) Pty Ltd Autocaps Pastoral Division Pty Limited
Autocaps Vogue Pty Limited Bathurst Range Investments Pty Limited
Builders Recycling Properties Pty Ltd Builders Recycling Operations Pty Ltd
CS Investments No. 1 Pty Ltd Desert Rose Group Pty Limited
Desert Rose Holdings Pty Limited DMM Investments (NSW) Pty Ltd
CDL Investments New Zealand Limited | 35
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION – continued
GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993) – continued
Dockside Parramatta Pty Limited Dockside Venues Pty Ltd
East Quarter Group Pty Ltd East Quarter Hurstville Pty Limited
EQ Constructions Pty Ltd EQ Equity Pty Ltd
EQ Finance Services Pty Limited EQ Gosford Pty Ltd
EQ Projects Pty Ltd EQ Projects Holdings Pty Ltd
EQ Property Holdings Pty Ltd EQ Revesby Pty Ltd
EQ Riverside Pty Ltd EQ Zetland Pty Ltd
EQ Zetland Finance Pty Ltd Hurstville NSW Pty Limited
Llenruk Pty Ltd Naxta Pty Ltd
New Dale Sim Pty Ltd PBD Phoenix Pty Limited
PCC Devoco 1 Pty Limited Phoenix Palm Developments Pty Limited
Preslite Drive Technologies Pty Limited Proactive Management Systems Pty Ltd
SSK Investments Pty Ltd SSK Investments No 2 Pty Ltd
SSK Investments O/S Pty Ltd Waterbrook Bayview Pty Ltd
Waterbrook Bayview Investment Pty Ltd Waterbrook Bayview Village Management Pty Ltd
Waterbrook Bowral Pty Ltd Waterbrook Bowral Investment Pty Ltd
Waterbrook Brand Pty Ltd West Quarter Hurstville Pty Limited
BK Chiu
Chairman/Director of:
Quantum Limited Waitangi Resort Joint Venture Committee
Director of:
All Seasons Hotels & Resorts Limited CDL Land New Zealand Limited
Context Securities Limited Hospitality Group Limited
Hospitality Leases Limited Hospitality Services Limited
Kingsgate Hotels & Resorts Limited Millennium & Copthorne Hotels Limited
Millennium & Copthorne Hotels New Zealand Limited QINZ Holdings (New Zealand) Limited
QINZ (Anzac Avenue) Limited
KS Tan
Chairman / President/ Director of:
Grand Plaza Hotel Corporation
Director / President of:
The Philippine Fund Limited
Internal Director of:
CDL Hotels (Korea) Ltd
Executive Director / Chief Executive Officer of:
Millennium & Copthorne Hotels plc
Commissioner of:
PT Millennium Sirih Jakarta Hotel
Director of:
CDL Entertainment & Leisure Pte Ltd City Century Pte Ltd
First Sponsor Group Limited Harbour Land Corporation
Hong Leong Hotel Development Limited Millennium & Copthorne Hotels Management (Shanghai) Limited
Millennium & Copthorne Hotels New Zealand Limited Millennium & Copthorne International Limited
Rogo Realty Corporation
VWE Yeo
Executive Director / Chief Executive Officer of:
M&C Business Trust Management Limited M&C REIT Management Limited
Director of:
CCDL HBT Cambridge City Pte. Ltd CDL HBT Cambridge City (UK) Ltd
CDL HBT Cambridge City Hotel (UK) Ltd CDL HBT Hanei Pte. Ltd
CDL HBT North Ltd CDL HBT Oceanic Holdings Pte Ltd
CDL HBT Oceanic Ltd CDL HBT Oceanic Maldives Pvt Ltd
CDL HBT Oceanic Two Ltd CDLHT (BVI) One Ltd
CDLHT CFM One Pte Ltd CDLHT CFM Two Pte Ltd
CDLHT Hanei One Pte.Ltd CDLHT Hanei Two Pte Ltd
CDLHT MTN Pte. Ltd CDLHT Munich One Pte Ltd
CDLHT Munich Two Pte Ltd CDLHT Oceanic Holdings Pte Ltd
CDLHT Oceanic Ltd CDLHT Oceanic Maldives Pvt Ltd
CDLHT Oceanic Two Ltd CDLHT Sanctuary Limited
CDLHT Sunrise Limited CDLHT Sunshine Limited
CDLHT Two Ltd Event Hospitality Group III BV
36 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
STATUTORY INFORMATION – continued
GENERAL DISCLOSURES OF INTEREST (section 140(2), Companies Act 1993) – continued
Event Hospitality Group III Italy SRL Hospitality Holdings Pte Ltd
Munich Furniture BV NKS Hospitality I BV
NKS Hospitality III SRL Sanctuary Sands Maldives Private Limited
Sun Four Investments Limited Sun One Investments Limited
Sun Three Investments Limited Sun Two Investments Limited
Sunshine Hotels Australia Pty Ltd
The Lowry Hotel Ltd
RJ Austin
Director of:
Anglebury & Konig Limited Austand Securities Limited
Café Brands Limited CBMC Limited
CCNZ Limited Cure Kids Capital Limited
Cure Kids Ventures Limited Northington Investments Limited
Ohaupo Farms Limited Pastoral Management Limited
Vintage Sport and Leisure Limited Your Local Collective Limited
Trustee of:
Cure Kids
J Henderson
Director of:
Ding Bay Limited John Henderson Resources Limited
Maara Moana Limited Te Hoiere Asset Holding Company Limited
Member of:
Waipu Cove Reserve Board
EMPLOYEE REMUNERATION (section 211(1)(g), Companies Act 1993)
The number of employees or former employees of the Company and its subsidiary who received remuneration and any other benefits in their
capacity as employees, the value of which was or exceeded $100,000 per annum are as follows:
Remuneration and value of other benefits Number of employees
110,001 – 120,000 1
280,001 – 290,000 1
DONATIONS (sections 211(1)(h) and 211(2), Companies Act 1993)
The Company made no donations during the year.
AUDIT FEES (sections 211(1)(j) and 211(2), Companies Act 1993)
During the period under review, the following amounts were payable to the external auditors KPMG:
In thousands of dollars 2018 2017
Annual Audit 53 52
KPMG Other Services 15 1
SUBSIDIARY COMPANY AND DIRECTORS (section 211(2), Companies Act 1993)
The Company’s subsidiary and its directors as at 31 December 2018 are listed below:
Name Directors Ownership Activity
CDL Land New Zealand Limited BK Chiu, JC Adams
JB Pua 100.00% Development & Sale of Residential Land Sections
(*) Mr. DJ Lindsay ceased to be a director on 15 November 2018. Mr. JC Adams was appointed as a director with effect from 15 February 2019.
The directors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.
CORPORATE DIRECTORY
BOARD OF DIRECTORS
Colin Sim (Chairman)
BK Chiu (Managing Director)
Kian Seng Tan (Non-Executive Director)
Vincent Yeo (Non-Executive Director)
Roy Austin (Independent Non-Executive Director)
John Henderson (Independent Non-Executive Director)
MANAGEMENT TEAM
Jason Adams (General Manager, CDL Land New Zealand Limited)
Natasha Hood (Group Accounting Manager)
Takeshi Ito (Company Secretary)
REGISTERED OFFICE & CONTACT DETAILS
Level 13, 280 Queen Street, Auckland, New Zealand
P O Box 3248, Shortland Street, Auckland 1140, New Zealand
Telephone: +64 9 353 5077 Facsimile: +64 9 353 5098
Website: www.cdlinvestments.co.nz
AUDITORS
KPMG, Auckland
BANKERS
ANZ Bank New Zealand Limited, Auckland
SOLICITORS
Bell Gully
SHARE REGISTRAR
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna
Private Bag 92119, Auckland 1142, New Zealand
Telephone: +64 9 488 8700 Facsimile: +64 9 488 8787
Email: enquiry@computershare.co.nz
STOCK EXCHANGE LISTING
New Zealand Exchange (NZX)
Company Code: CDI
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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