CDI 2022 Annual Report
ANNUAL
REPORT
2022
TRUSTED
RELIABLE
INNOVATIVE
DELIVERY
CONTENTS
2022 FINANCIAL SUMMARY1
DIRECTORS REVIEW2
MANAGING DIRECTORS REVIEW3
RESIDENTIAL 2022 SNAPSHOT4
COMMERCIAL 2022 SNAPSHOT5
BOARD OF DIRECTORS6
CDL TEAM7
CORPORATE GOVERNANCE STATEMENT8–13
FINANCIAL STATEMENTS CONTENTS14
FINANCIAL STATEMENTS15–31
INDEPENDENT AUDITOR'S REPORT32–34
REGULATORY DISCLOSURES & STATUTORY INFORMATION35–41
SUBDIVISION LOCATION MAP44
CORPORATE DIRECTORY45
This booklet is printed using
vegetable inks on certified
forest paper.
JASON ADAMS
MANAGING DIRECTOR
COLIN SIM
CHAIRMAN
The Directors of CDL Investments New Zealand Limited are pleased
to present the Annual Report of the Company for the year ended
31 December 2022.
Signed for and on behalf of the Board of Directors:
31 March 2023
2022 FINANCIAL
SUMMARY
$ 67. 3M REVENUE & OTHER INCOME
$43.3M PROFIT BEFORE TAX
$31.2M PROFIT AFTER TAX
$313.7M TOTAL ASSETS
107 CPS NET TANGIBLE ASSET
$308.9M SHAREHOLDERS' FUNDS
10.82 CPS EARNINGS PER SHARE
$405.3M MARKET VALUATION
$342.7M RESIDENTIAL VALUATION
$62.6M COMMERCIAL VALUATION
$ NIL DEBT
$71.7M CASH AT BANK
2 | CDL Investments New Zealand Limited
FINANCIAL
PERFORMANCE
CDL Investments New Zealand Limited (“CDI”) is pleased to report that
the company recorded a profit after tax of $31.2 million in 2022 (2021:
$31.3 million). The result reflects both the positive demand and trading
environment that was evident for the majority of 2022 but also shows the
impact of the rapid changes seen in the last few months of 2022 with the
rapid rise in interest rates and inflation and the consequential impact on
the property markets. CDI achieved a profit before tax for the year of $43.3
million (2021: $43.4 million). Property sales, rental income and other income
totalled $67.3 million (2021: $92.1 million).
At 31 December 2022, CDI’s shareholders’ funds increased to $308.9 million
(2021: $286.4 million) and total assets also increased to $313.7 million (2021:
$297.6 million). Net tangible assets per share (at book value) also increased
to 107.0 cents (2021: 99.6 cents). The independent market value of CDI’s
property holdings as at 31 December 2022, was $405.4 million (2021: $359.7
million) which reflects both the acquisitions made and value added in 2022.
At cost, the portfolio was valued at $239.5 million (2021: $209.1 million) in line
with CDI’s accounting policies.
PROPERTY
PORTFOLIO
CDI acquired a total of 15.8 hectares of land during 2022 in both the Hawkes
Bay and Waikato regions. Those acquisitions were adjacent or close to
nearby existing land holdings and will allow the company to add additional
stages or units to future development plans.
CDI’s 2022 result was underpinned by the sale of one of its commercial
landholdings in Wiri, South Auckland. Residential sales were strongest at
Prestons Park (Christchurch). Our Kewa Road subdivision (North Shore,
Auckland) is nearly sold out and the first sales at our recently completed
residential development in Swanson, West Auckland settled before the end of
2022. Additional stages are being readied for sale at Swanson and Prestons
Park and we expect these to be sold during the course of the year.
Development consents were submitted for CDI’s projects in the Hawkes Bay
in 2022 and good progress is being made on getting approvals. Work on
finalising subdivision infrastructure and house designs is being done now
and we expect to commence works during 2023.
Both of CDI’s warehouses in Wiri, South Auckland were completed during
the year and are now occupied. The majority of the units at the commercial
centres located at Prestons Park and Stonebrook have also been let.
DIVIDEND
ANNOUNCEMENT
The Board has resolved to maintain its fully imputed ordinary dividend at
3.5 cents per share payable on 12 May 2023.
The Board believes the amount is consistent with recent years’ profits
while allowing the company to retain enough cash on hand for additional
development work and possible future acquisitions.
The record date will be 28 April 2023. The Dividend Reinvestment Plan will
apply to this dividend.
SUMMARY
AND OUTLOOK
Given the rapid deterioration in the New Zealand property market and
business confidence in the last few months of 2022, the Board considers
the overall result to be positive and in line with the guidance provided earlier
in the year.
2023 will be more challenging and the Board and Management are focused
on ensuring that CDI is able to maximise its sales in the areas where there is
still strong demand and to minimize our exposure to costs in regions which
are slowing down.
CDI will continue to look for acquisition opportunities over the course of
next year and will also look at new areas for additional diversification using
CDI’s existing land portfolio. With the success of its Wiri warehouses and
the commercial areas at Prestons Park and Stonebrook now mature,
CDI is using its experience to look at how and what it can add to existing
and future projects to provide additional amenity value and increased
development returns.
CDI will be monitoring the proposed changes to resource management
legislation carefully. It is too early to say what impact the changes will mean
for the company and its developments. CDI will continue its dialogue with
local authorities on plan changes and infrastructure issues and to apply for
consents under the current regime.
We thank our shareholders for their continued support during 2022 and also
take this opportunity to thank our Management team for another profitable
year. The Board was pleased to appoint Jason Adams to the Managing
Director role after BK Chiu’s retirement and was also pleased to promote
Jackson Bull to the position of General Manager, CDL Land New Zealand
Limited. We have also been joined by Melissa Crowe who is our Christchurch-
based Development Manager. With a strong and experienced team, the Board
believes that the company is in good shape to tackle the challenges ahead.
COLIN SIM
CHAIRMAN
16 February 2023
DIRECTORS
REVIEW
CDL Investments New Zealand Limited | 3
This is my first Annual Report Review as Managing Director and I wanted to
use the opportunity to reach out to you, our shareholders, and provide some
additional observations about the company, our core values and about how
CDL Investments will approach the future.
As someone who has been with the company for many years, I was very
pleased to be invited to take up the role of Managing Director when
asked by the Board. Having worked for the company since 2008, I know
our land holdings well, I have been hands-on at our developments and
I have led our strategic planning over recent years as the Company has
grown progressively.
Shareholders can take comfort from the fact that the values and ethos that
make up CDL Investments are something that I strongly believe in. Two of
those values in particular were highlighted during 2022 – we have always
taken a long term view despite the highs and lows of the property markets
and we have an extremely high attention to detail in relation to the shape,
look and feel of our developments.
2022 was notable for the dramatic changes in the property markets.
There was no question that it was challenging. Given our experience, we
were able to foresee the market movements to some extent but the sudden
sharp decline seen in Q3 and Q4 were harder to predict and some sales
which we had looked to complete in 2022 will now settle in 2023.
2023 will be challenging again and while we are focused on ensuring that
we complete as many sales as possible, our thoughts and intentions are
very much focused on ensuring that our future pipeline of residential
sections is available when the property markets begin to recover. We will
be looking to progress our Havelock North and Hamilton developments
in particular and work has already been done on the master planning,
consenting and infrastructure design for these areas. We look forward to
sharing these with you at the appropriate time.
Our corporate philosophy has been to undertake development and works
which we know we can manage and complete sustainably, both operationally
and financially. Being a small company and in a very competitive
environment against other larger players, we are acutely aware of the
impact to you as shareholders if we did not keep to our values and maintain
a prudent approach to our finances.
With the current property cycle now firmly trending downwards, we believe
that acquisition opportunities for CDL Investments will emerge. As a
Management team, we want to be in a position to ensure that we are able to
make acquisitions which we believe will deliver additional, future returns to
shareholders and which will add value to our land and development portfolio
across the country. We have maintained a strong balance sheet in order to
be well placed for times like now but we will continue to be patient, selective
and value-driven.
Over recent years, we have made good progress with our commercial
developments which have taken the form of warehouses built on our
commercial land in Auckland and smaller, retail-focused developments
in Canterbury at both our Stonebrook (Rolleston) and Prestons Park
(Christchurch) subdivisions. These developments were the result of strategic
planning and a desire to not only grow our portfolio of property investments
but demonstrate that CDL Investments can diversify into areas other than
residential developments.
With our warehouses now fully tenanted and the majority of our retail
units also leased, we are now in a position to take the learnings from
those commercial projects and look for new opportunities which may
be associated with our residential development or stand-alone projects.
Some of our shareholders have told us that the commercial strategy
represents a change of approach for the company. I believe that it is a
positive change that provides a diversified revenue stream and investment
property assets. The Prestons Park and Stonewood retail developments
were a logical extension of those residential subdivisions and provided
services and amenity that residents wanted. Our warehousing projects
are a realization of plans that we have had for many years for our Wiri
land and were ultimately a matter of choosing the correct time to
develop, which we did.
Historically, we have shied away from being in the public spotlight. This is
not because we have had anything to hide, we have simply gotten on with
the job at hand, delivered and let our results speak for themselves. Our track
record of numerous developments over three decades of toil and effort is
testament to this and is something that the CDL Investments and CDL Land
teams are justifiably proud of. The time is now right for CDL Investments and
CDL Land to develop a greater presence in the market and while we won’t be
taking full-page ads in newspapers or prime time spots on television, you will
be seeing more of us as we look to grow and develop further.
As you can probably see, there is much to be done and much more we can
do. Our experienced, focused and dedicated team is excited about the future
for the company and keen to deliver on the projects and workplan we have
for 2023. I am looking forward to seeing you at our Annual Meeting in May
and providing you with an update on our activities in the first quarter of
this year.
JASON ADAMS
MANAGING DIRECTOR
MANAGING DIRECTORS
REVIEW
4 | CDL Investments New Zealand Limited
RESIDENTIAL
2022 SNAPSHOT
$36.9M SALES REVENUE
54.7% % TOTAL REVENUE
80 # SECTIONS SOLD
$342.7M RESIDENTIAL PORTFOLIO VALUE
256.5 HA RESIDENTIAL PORTFOLIO AREA
9 TOTAL # DEVELOPMENTS
15.8 HA LAND ACQUIRED
CDL Investments New Zealand Limited | 5
COMMERCIAL
2022 SNAPSHOT
R ETAIL
$0.4M LEASE REVENUE
2 # OF PROPERTIES
3,411 M
2
NETT LETTABLE AREA
66.6% % LEASED
5.52 YEARS WEIGHTED AVERAGE LEASE EXPIRY
COMMERICAL
SALES
$29.0M SALES REVENUE
43.1% % TOTAL REVENUE
1 # SECTIONS SOLD
COMMERICAL
LEASING
$1.2M LEASE REVENUE
4 # OF PROPERTIES
$62.6M COMMERCIAL PORTFOLIO VALUE
3.1 HA COMMERCIAL PORTFOLIO AREA
WAREHOUSES
$0.8M LEASE REVENUE
2 # OF PROPERTIES
16,402 M
2
NETT LETTABLE AREA
100.0% % LEASED
6.68 YEARS WEIGHTED AVERAGE LEASE EXPIRY
6 | CDL Investments New Zealand Limited
BOARD OF DIRECTORS
COLIN SIM
(Chairman & Non-Executive Director)
Mr. Sim is the executive chairman of the East Quarter
Group of companies in Australia. The East Quarter
Group is involved in the development, investment and
management of residential, commercial and industrial
projects across New South Wales. Mr. Sim has strong
analytical skills and extensive experience in property
development/investment and business in Australia. He
studied Mechanical Engineering in London and has lived
in Sydney, Australia for over 40 years.
Mr. Sim was appointed to the Board in July 2017 and was re-elected to the
Board at the 2021 Annual Meeting of shareholders.
JASON ADAMS
(Managing Director / Member of the Audit Committee)
Mr. Adams was appointed as a director of CDI on 1 June
2022 and took up the Managing Director’s position on
1 June 2022. He has a background in civil engineering
and construction as well as extensive experience with
acquisitions, subdivision consenting, planning and
development processes.
Mr. Adams has been responsible for the management
and development of CDI’s residential and commercial land portfolio since
2008 and was appointed as General Manager of CDL Land New Zealand
Limited since 2011 and Executive Director since 2019.
Mr. Adams will be nominated for election as a director of the company at
the 2023 annual meeting of shareholders.
JOHN HENDERSON
(Independent Non-Executive Director /
Member of the Audit Committee)
Mr. Henderson is currently Managing Director of John
Henderson Resources Limited and an Independent
Director of Maara Moana HC & LP Limited and Ding
Bay Limited. From 2015-2020, 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.
Mr. Henderson was last elected as a director at the 2022 annual meeting
of shareholders.
EIK SHENG KWEK
(Non-Executive Director)
Mr. Kwek is currently the Group Chief Operating
Officer of City Developments Limited (“CDL”) having
been CDL’s Group Chief Strategy Officer since 2018.
Mr. Kwek joined CDL in 2009, covering Business
Development for overseas projects before being
appointed as Head of Corporate Development. He
was appointed as Chief Strategy Officer in 2014 and
was additionally appointed Head, Asset Management
in April 2016. Prior to joining CDL, he was with the Hong Leong Group of
companies in Singapore specialising in corporate finance roles since 2006.
He is also Executive Director of Millennium & Copthorne Hotels Limited,
previously listed on the London Stock Exchange as Millennium & Copthorne
Hotels plc. He holds a Bachelor of Engineering in Electrical and Electronics
Engineering from Imperial College of Science, Technology and Medicine
and a Master of Philosophy in Finance from Judge Business School,
Cambridge University.
Mr. Kwek was elected as a director at the 2020 annual meeting
of shareholders.
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.
Mr. Yeo was last elected as a director at the 2021 annual meeting
of shareholders.
DESLEIGH JAMESON
(Independent Non-Executive Director /
Chair of the Audit Committee)
Ms. Jameson is currently the Chief Executive
and Owner of Gubb & Hardy Limited, a wholesale
contributory mortgage company. She has extensive
senior managerial experience as the former Chief
Executive / Executive Director of e-commerce firms
Instra Corporation and CentralNic plc and governance
experience as the former Chair of the charity
Starjam and board member of the Industry Training
Federation for several years. She is a current member of the Institute of
Directors and holds an Executive MBA from the University of Auckland.
Ms. Jameson was elected as a director at the 2021 annual meeting
of shareholders.
CDL Investments New Zealand Limited | 7
CDL TEAM
JASON ADAMS
Managing Director
CDL Investments
Executive Director
CDL Land
NATASHA HOOD
Group Accounting Manager
CDL Investments & CDL Land
JACKSON BULL
General Manager
Senior Development Manager
CDL Land
BOON PUA
Vice President
Finance, CDL Investments & CDL Land
SIMONE CROMHOUT
Administrator
CDL Investments & CDL Land
MELISSA CROWE
Development Manager
CDL Land
TAK ESHI ITO
Company Secretary
CDL Investments & CDL Land
8 | CDL Investments New Zealand Limited
CDL Investments New Zealand Limited is committed to maintaining
strong corporate governance in line with best practice at all
times. Its corporate governance framework, set out below,
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).
PRINCIPLE 1
ETHICAL BEHAVIOUR
Directors should set high standards of ethical behaviour, model
this behaviour and hold Management accountable for these
standards being followed throughout the organisation.
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.
• 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.
All Directors have access to the Company Secretary at any time as well as
independent legal, financial or other professional advice at the expense of
the company as may be required.
CDI revised its Share Trading Policy in 2018 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.
PRINCIPLE 2
BOARD COMPOSITION
AND PERFORMANCE
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.
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. In 2022, the appointment of CDI’s new Managing Director
was considered by the Board as a whole and no subcommittee was formed.
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.
CORPORATE GOVERNANCE
STATEMENT
CDL Investments New Zealand Limited | 9
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, John Henderson and Desleigh
Jameson 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 Adams, Kwek 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 2022.
DIRECTOR MEETINGS ATTENDED
Colin Sim 4/4
BK Chiu* 2/2
JC Adams** 2/2
John Henderson 4/4
Desleigh Jameson 4/4
Eik Sheng Kwek 4/4
Vincent Yeo 4/4
* Mr. Chiu retired as Managing Director on 1 July 2022.
** Mr. Adams was appointed as a director on 1 June 2022 and became
Managing Director on 2 July 2022.
In 2018, the Board devised its own Skills Matrix to demonstrate the skills,
experience and diversity of its Board. The Board reviewed its Skills Matrix
in 2022.
SKILL / ATTRIBUTE RELEVANT DIRECTOR
Sales, marketing and brand experience Jameson, Yeo
Governance experience Henderson, Jameson, Kwek, Sim, Yeo
Large enterprise / Multinational Henderson, Jameson
business or leadership experience Kwek, Sim, Yeo
Accounting / Finance / Tax experience Jameson, Kwek
Business strategy experience Henderson, Jameson, Kwek, Sim, Yeo
Property development / Adams, Jameson,
Management experience Kwek, Sim, Yeo
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, CDI 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
i) All positions at CDI are to be filled on the basis of merit
and qualifications.
ii) 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
i) CDI seeks to develop our employees and to hone their
technical, management and leadership skills.
ii) 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.
In terms of CDI’s permanent staff, 40% are male (2) and 60% are female (3).
10 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE
STATEMENT – CONTINUED
PRINCIPLE 3
BOARD COMMITTEES
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. The
current members of the Audit Committee are Desleigh Jameson (Chair),
John Henderson and Jason Adams.
The table below reports attendance of the Audit Committee members
during 2022:
DIRECTOR MEETINGS ATTENDED
Desleigh Jameson 2/2
BK Chiu* 1/1
John Henderson 2/2
Jason Adams** 4/4
* Mr. Chiu retired as Managing Directo on 1 July 2022.
** Mr. Adams was appointed to the Committee on 4 August 2022.
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 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 Millennium & Copthorne Hotels 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 Code at this time but agrees with the principles
behind Recommendation 3.6.
PRINCIPLE 4
REPORTING AND DISCLOSURE
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 Chair 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.
CDL Investments New Zealand Limited | 11
• 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.
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/.
PRINCIPLE 5
REMUNERATION
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 Audit Committee receives a
further NZ$5,000 per annum. Executive Directors do not receive Directors’
or Committee fees.
Employee remuneration (including that of the Managing Director and
senior management) is made up of two primary components being a fixed
component and a short term incentive. The fixed component comprises
a base salary and other benefits such as Kiwisaver, a contribution to
health insurance and in some cases use of a company vehicle. The fixed
component 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 based solely
on company performance. These include meeting budget or revenue
targets 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.
12 | CDL Investments New Zealand Limited
CORPORATE GOVERNANCE
STATEMENT – CONTINUED
PRINCIPLE 6
RISK MANAGEMENT
Directors should have a sound understanding of the material risks
faced by the issuer and how to manage them. The Board should
regularly verify that the issuer has appropriate processes that
identify and manage potential and material risks.
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 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 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’s Board has also identified the risk of climate change on its business.
With the passing of the Financial Sector (Climate-related Disclosures and
Other Matters) Amendment Act 2021, CDI will undertake annual reporting of
climate related disclosures such as the climate statements required under
the statutory framework. CDI has begun assessing how it will report against
the new framework and will publish future updates on any changes to its risk
management framework which are associated with climate change.
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 including
directors and officers liability policies and public liability policies with
reputable global insurers.
PRINCIPLE 7
AUDITORS
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;
• 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.
CDL Investments New Zealand Limited | 13
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;
• 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 in 2018.
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.
PRINCIPLE 8
SHAREHOLDER RIGHTS AND
COMMUNICATION
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/.
14 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
FINANCIAL STATEMENTS CONTENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 15
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 16
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 17
CONSOLIDATED STATEMENT OF CASH FLOWS 18–19
NOTES TO THE FINANCIAL STATEMENTS 20–31
INDEPENDENT AUDITOR'S REPORT 32–34
REGULATORY DISCLOSURES
AND STATUTORY INFORMATION CONTENTS
REGULATORY DISCLOSURES 35–36
STATUTORY INFORMATION 37–41
CDL Investments New Zealand Limited | 15
CDL INVESTMENTS NEW ZEALAND LIMITED
The accompanying notes form part of, and should be read in conjunction with these financial statements.
GROUP
IN THOUSANDS OF DOLLARS NOTE 2022 2021
Property sales 65,858 91,893
Rental income from investment properties 1,240 48
REVENUE 67,098 91,941
Cost of sales (20,527) (44,902)
GROSS PROFIT 46,571 47,039
Other income 248 201
Administrative expenses 3, 4 (882) (345)
Property expenses (589) (367)
Selling expenses (1,476) (2,264)
Other expenses 3, 4 (2,211) (1,453)
RESULTS FROM OPERATING ACTIVITIES 41,661 42,811
Finance income 5 1,664 616
Finance costs 5 (7) (4)
NET FINANCE INCOME 1,657 612
PROFIT BEFORE INCOME TAX 43,318 43,423
Income tax expense 6 (12,129) (12,159)
Profit for the period 31,189 31,264
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 31,189 31,264
Profit attributable to:
Equity holders of the parent 31,189 31,264
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD 31,189 31,264
Basic and Diluted Earnings per share (cents per share) 13 10.82 10.96
For the Year Ended 31 December 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
16 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
GROUP
IN THOUSANDS OF DOLLARS NOTE SHARE CAPITAL RETAINED EARNINGS TOTAL EQUITY
Balance at 1 January 2021 56,654 200,477 257,131
Total comprehensive income for the period
Profit for the period - 31,264 31,264
Total comprehensive income for the period - 31,264 31,264
Transactions with owners of the Company
Shares issued under dividend reinvestment plan 13 7,800 - 7,800
Dividend to shareholders 13 - (9,815) (9,815)
Supplementary dividend - (194) (194)
Foreign investment tax credits - 194 194
BALANCE AT 31 DECEMBER 2021 64,454 221,926 286,380
Balance at 1 January 2022 64,454 221,926 286,380
Total comprehensive income for the period
Profit for the period - 31,189 31,189
Total comprehensive income for the period - 31,189 31,189
Transactions with owners of the Company
Shares issued under dividend reinvestment plan 13 1,375 - 1,375
Dividend to shareholders 13 - (10,063) (10,063)
Supplementary dividend - (204) (204)
Foreign investment tax credits - 204 204
BALANCE AT 31 DECEMBER 2022 65,829 243,052 308,881
For the Year Ended 31 December 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
The accompanying notes form part of, and should be read in conjunction with these financial statements.
CDL Investments New Zealand Limited | 17
CDL INVESTMENTS NEW ZEALAND LIMITED
GROUP
IN THOUSANDS OF DOLLARS NOTE 2022 2021
SHAREHOLDERS’ EQUITY
Issued capital 13 65,829 64,454
Retained earnings 243,052 221,926
TOTAL EQUITY 308,881 286,380
Represented by:
NON CURRENT ASSETS
Property, plant and equipment 98 43
Development property 8 186,728 164,589
Investment property 9 36,381 23,332
Investment in associate 2 2
TOTAL NON CURRENT ASSETS 223,209 187,966
CURRENT ASSETS
Cash and cash equivalents 12 31,667 53,025
Short term deposits 14 40,075 30,000
Trade and other receivables 11 2,327 5,479
Development property 8 16,420 21,152
TOTAL CURRENT ASSETS 90,489 109,656
TOTAL ASSETS 313,698 297,622
NON CURRENT LIABILITIES
Deferred tax liabilities 10 153 74
Lease liability 58 18
TOTAL NON CURRENT LIABILITIES 211 92
CURRENT LIABILITIES
Trade and other payables 1,340 7,297
Employee entitlements 118 71
Income tax payable 3,122 3,771
Lease liability 26 11
TOTAL CURRENT LIABILITIES 4,606 11,150
TOTAL LIABILITIES 4,817 11,242
NET ASSETS 308,881 286,380
For and on behalf of the Board
D JAMESON
DIRECTOR
16 February 2023
As at 31 December 2022
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
J ADAMS
MANAGING DIRECTOR
16 February 2023
18 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
GROUP
IN THOUSANDS OF DOLLARS NOTE 2022 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from:
Receipts from customers 70,853 90,011
Interest received 1,309 754
Cash was applied to:
Payment to suppliers (22,956) (17,800)
Payment to employees (880) (590)
Purchase of development land (24,607) (56,258)
Income tax paid (12,495) (12,000)
NET CASH INFLOW FROM OPERATING ACTIVITIES 11,224 4,117
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from:
Short term deposits 30,000 86,620
Cash was applied to:
Development of investment property (13,587) (15,594)
Purchase of plant and equipment (4) (3)
Short term deposits (40,075) (30,000)
NET CASH INFLOW/(OUTFLOW) FROM INVESTING ACTIVITIES (23,666) 41,023
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was applied to:
Dividend paid (8,668) (2,015)
Principal repayment of lease liability (24) (17)
Supplementary dividend paid (204) (194)
NET CASH OUTFLOW FROM FINANCING ACTIVITIES (8,916) (2,226)
Net Increase/(Decrease) in Cash and Cash Equivalents (21,358) 42,914
Add Opening Cash and Cash Equivalents 53,025 10,111
CLOSING CASH AND CASH EQUIVALENTS 12 31,667 53,025
For the Year Ended 31 December 2022
CONSOLIDATED STATEMENT OF CASH FLOWS
The accompanying notes form part of, and should be read in conjunction with these financial statements.
CDL Investments New Zealand Limited | 19
CDL INVESTMENTS NEW ZEALAND LIMITED
GROUP
IN THOUSANDS OF DOLLARS NOTE 2022 2021
RECONCILIATION OF PROFIT FOR THE PERIOD TO CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit after Taxation 31,189 31,264
Adjusted for non cash items:
Depreciation of investment property 538 71
Depreciation of plant & equipment 2 2
Depreciation of right-of-use assets 19 13
Income tax expense 6 12,129 12,159
Transfer of development properties to investment properties 9 - (4,484)
Adjustments for movements in working capital:
(Increase)/Decrease in receivables 3,152 (1,993)
(Increase)/Decrease in development property (17,407) (24,303)
Increase/(Decrease) in payables (5,903) 3,388
CASH GENERATED FROM OPERATING ACTIVITIES 23,719 16,117
Income tax paid (12,495) (12,000)
CASH INFLOW FROM OPERATING ACTIVITIES 11,224 4,117
For the Year Ended 31 December 2022
CONSOLIDATED STATEMENT OF CASH FLOWS – CONTINUED
The accompanying notes form part of, and should be read in conjunction with these financial statements.
20 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
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 2022 comprises the Company and its subsidiary (together referred to as the “Group”).
The principal activities of the Group are the development and sale of residential land properties and rental income from the ownership of development properties
and investment properties comprising commercial warehousing and retail shops.
(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 16 February 2023.
(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 and on a going concern 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) 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.
Intragroup balances and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing these
consolidated financial statements.
(D) 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:
• Buildings 50 years
• Building surfaces and finishes 30 years
• Building services 20 – 30 years
• Plant and equipment 3 – 10 years
• No residual values are ascribed to building surfaces and finishes. Residual values of 10% are ascribed to building core.
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CDL Investments New Zealand Limited | 21
CDL INVESTMENTS NEW ZEALAND LIMITED
SIGNIFICANT ACCOUNTING POLICIES – CONTINUED
(E) TRADE AND OTHER PAYABLES
Trade and other payables are stated at amortised cost.
(F) REVENUE
Revenue represents amounts derived from land and property sales, and is recognised when the customer obtains control of the property and is able to
direct and obtain the benefits from the property. The customer gains control of the property when the Company receives full and final consideration for
the property and the Company transfers over the Certificate of Title.
Rental income from investment properties under operating leases is recognised on a straight-line basis over the term of the lease to the extent that future
rental increases are known with certainty.
The Group grants deferred settlement terms of up to 12 months on certain sections. The total value of these deferred settlements amounted to $17 million
(2021: $14 million). In some instances the acquirers are permitted access to the residential sections for building activities prior to settlement. However, the
acquirer does not obtain substantially all of the remaining benefits of the asset until final settlement of the land and the title has passed.
(G) 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 2022, and have not been applied in
preparing these consolidated financial statements:
• NZ IFRS 17 Insurance Contracts
• Amendments to NZ IFRS 17
• Disclosure of Accounting Policies (Amendments to NZ IAS 1 and NZ IFRS Practice Statement 2)
• Definition of Accounting Estimate (Amendments to NZ IAS 8)
• Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to NZ IAS 12 Income Taxes)
• Initial Application of NZ IFRS 17 and NZ IFRS 9 – Comparative Information (Amendments to NZ IFRS 17)
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.
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
22 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
1. SEGMENT REPORTING
OPERATING SEGMENTS
The operating segments of the Group consists of property operations, comprising the development and sale of residential land sections and rental income from
development properties and investment properties.
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. There is no disclosure for the operating segments given that the Board of Directors do not review
residential sales results separately from rental results from investment properties.
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 except for a one off transaction for the sale of an industrial
property of $29.0 million.
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 15, 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 the market value determined by an independent registered valuer significantly exceeds the carrying value of
development properties.
The Group is also exposed to a risk of impairment to investment properties should the carrying value exceed the market value due to market fluctuations in the
value of investment properties. However, there is no indication of impairment as the market value determined by an independent registered valuer significantly
exceeds the carrying value of investment properties (see Note 9).
3. ADMINISTRATIVE AND OTHER EXPENSES
The following items of expenditure are included in administrative and other expenses:
GROUP
IN THOUSANDS OF DOLLARS NOTE 2022 2021
Auditors’ remuneration
• Audit fees 88 61
• Tax compliance and tax advisory fees 4 4
Depreciation 560 86
Directors’ fees 17 130 130
Rental payments 66 66
CDL Investments New Zealand Limited | 23
CDL INVESTMENTS NEW ZEALAND LIMITED
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
4. PERSONNEL EXPENSES
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Wages and salaries 751 517
Employee related expenses and benefits 121 70
Increase in liability for long-service leave 8 3
880 590
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 2022 2021
Interest income 1,664 616
Finance income 1,664 616
Interest expense (7) (4)
Finance costs (7) (4)
NET FINANCE INCOME 1,657 612
Finance income comprises interest receivable on funds invested that are recognised in profit or loss. Interest income is recognised in profit or loss as it accrues,
using the effective interest method.
Finance costs comprises interest costs on lease liabilities that are recognised in the income statement.
6. INCOME TAX EXPENSE
Recognised in the statement of comprehensive income
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Current tax expense
Current year 12,050 12,144
12,050 12,144
Deferred tax expense
Origination and reversal of temporary differences 79 15
79 15
TOTAL INCOME TAX EXPENSE IN THE STATEMENT OF COMPREHENSIVE INCOME 12,129 12,159
Reconciliation of effective tax rate
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Profit before income tax 43,318 43,423
Income tax using the company tax rate of 28% (2021: 28%) 12,129 12,159
12,129 12,159
EFFECTIVE TAX RATE 28% 28%
24 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
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 2022 2021
IMPUTATION CREDITS AVAILABLE FOR USE IN SUBSEQUENT REPORTING PERIODS 93,113 84,322
8. DEVELOPMENT PROPERTY
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Expected to settle greater than one year 186,728 164,589
Expected to settle within one year 16,420 21,152
DEVELOPMENT PROPERTY 203,148 185,741
Development property is carried at the lower of cost and net realisable value. Cost includes the cost of acquisition, development, and holding costs such as
interest. Interest and other holding costs incurred after completion of development are expensed as incurred. All holding costs are written off through profit or
loss in the year incurred with the exception of interest holding costs which are capitalised during the period when active development is taking place. No interest
(2021: nil) has been capitalised during the year. Development property includes deposits paid on unconditional contracts for development land.
The Group’s inventory of development property is reviewed at each balance date to ensure its carrying amount is recorded at the lower of its cost and net
realisable value. The net realisable value of the development property is the estimated selling price in the ordinary course of business less the estimated costs of
completion and costs necessary to make the sale. The determination of net realisable value of inventory involves estimates taking into consideration prevailing
market conditions, current prices and expected date of commencement and completion of the project, the estimated future selling price, cost to complete
projects and selling costs. An impairment loss is recognised in the income statement to the extent that the carrying value of development property exceeds its
estimated net realisable value.
CDL Investments New Zealand Limited | 25
CDL INVESTMENTS NEW ZEALAND LIMITED
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
9. INVESTMENT PROPERTY
GROUP
WORK IN
IN THOUSANDS OF DOLLARS FREEHOLD LAND BUILDINGS PROGRESS TOTAL
Cost
Balance at 1 January 2021 265 2,873 187 3,325
Additions - 180 15,414 15,494
Transfers from development properties 394 - 4,090 4,484
Balance at 31 December 2021 659 3,053 19,691 23,403
Balance at 1 January 2022 659 3,053 19,691 23,403
Additions - - 13,587 13,587
Transfers between categories - 33,278 (33,278) -
Balance at 31 December 2022 659 36,331 - 36,990
Depreciation and impairment losses
Balance at 1 January 2021 - - - -
Depreciation charge for the year - (71) - (71)
Balance at 31 December 2021 - (71) - (71)
Balance at 1 January 2022 - (71) - (71)
Depreciation charge for the year - (538) - (538)
Balance at 31 December 2022 - (609) - (609)
Carrying amounts
Balance at 1 January 2021 265 2,873 187 3,325
BALANCE AT 31 DECEMBER 2021 659 2,982 19,691 23,332
Balance at 1 January 2022 659 2,982 19,691 23,332
BALANCE AT 31 DECEMBER 2022 659 35,722 - 36,381
Investment properties consist of commercial warehousing at Roscommon Road in Auckland, retail shops at Prestons Park in Christchurch, and retail shops at
Stonebrook in Rolleston which are fully operational.
Investment properties are properties held either to earn rental income or capital appreciation or for both, but not for sale in the ordinary course of business,
use in the production or supply of goods and services, or for administrative purposes.
Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation on the investment properties is
computed by asset classes using the policy disclosed in Note (d). Cost includes expenditure that is directly attributable to the acquisition of the investment
properties. Costs of self-constructed investment properties include costs of materials and direct labour, any other costs directly attributable to bringing the
investment properties to a working condition for their intended use and capitalised borrowing costs. Gains and losses on disposal of investment properties
(calculated as the difference between the net proceeds from disposal and the carrying amounts of the investment properties) are recognised in the profit
and loss.
The fair value of investment properties held at 31 December 2022 was determined, on an open market existing use basis, by an independent registered valuer,
DM Koomen SPINZ of Extensor Advisory Limited as $62.6 million.
26 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
10. 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 2022 2021 2022 2021 2022 2021
Plant and equipment - - (156) (30) (156) (30)
Development property - - (81) (108) (81) (108)
Employee benefits 84 55 - - 84 55
Trade and other payables - 9 - - - 9
NET TAX ASSETS/(LIABILITIES) 84 64 (237) (138) (153) (74)
MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR
GROUP
BALANCE RECOGNISED IN BALANCE
IN THOUSANDS OF DOLLARS 1 JAN 2021 PROFIT OR LOSS 31 DEC 2021
Plant and equipment (30) (30)
Development property (116) 8 (108)
Employee benefits 50 5 55
Trade and other payables 7 2 9
(59) (15) (74)
MOVEMENT IN DEFERRED TAX BALANCES DURING THE YEAR
GROUP
BALANCE RECOGNISED IN BALANCE
IN THOUSANDS OF DOLLARS 1 JAN 2022 PROFIT OR LOSS 31 DEC 2022
Plant and equipment (30) (126) (156)
Development property (108) 27 (81)
Employee benefits 55 29 84
Trade and other payables 9 (9) -
(74) (79) (153)
11. TRADE AND OTHER RECEIVABLES
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Trade receivables 222 94
Other receivables and prepayments 2,105 5,385
TRADE AND OTHER RECEIVABLES 2,327 5,479
None of the trade and other receivables are impaired.
Trade and other receivables are stated at their cost less impairment losses. The Group applies the simplified approach to providing for expected credit losses
prescribed by NZ IFRS 9, which permits the use of the lifetime expected credit loss provision for all trade receivables. The allowance for doubtful debts on trade
receivables are either individually or collective assessed based on number of days overdue. The Group takes into account the historical loss experience and
incorporate forward looking information and relevant macroeconomic factors.
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CDL Investments New Zealand Limited | 27
CDL INVESTMENTS NEW ZEALAND LIMITED
12. CASH AND CASH EQUIVALENTS
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Bank balances 1,667 3,025
Call deposits 30,000 50,000
CASH AND CASH EQUIVALENTS 31,667 53,025
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of three months or less.
13. CAPITAL AND RESERVES
COMPANY
Share capital 2022 2022 2021 2021
SHARES SHARES
‘000S $000’S ‘000S $000’S
Shares issued 1 January 287,513 64,454 280,435 56,654
Issued under dividend reinvestment plan 1,295 1,375 7,078 7,800
TOTAL SHARES ISSUED AND OUTSTANDING 288,808 65,829 287,513 64,454
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 2022, the authorised
share capital consisted of 288,807,697 fully paid ordinary shares (2021: 287,513,023).
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 1,294,674 additional shares under the Dividend Reinvestment Plan on 13 May 2022 (2021: 7,077,888) at a strike price of $1.0624
per share issued (2021: $1.1020).
DIVIDENDS
The following dividends were declared and paid during the year 31 December 2022:
COMPANY
IN THOUSANDS OF DOLLAR 2022 2021
3.5 cents per qualifying ordinary share (2021: 3.5 cents) 10,063 9,815
10,063 9,815
The following dividends were declared by the directors on 9 February 2023. 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 DOLLAR COMPANY
3.5 cents ordinary dividend per qualifying ordinary share 10,108
3.5 CENTS TOTAL DIVIDEND PER QUALIFYING ORDINARY SHARE 10,108
BASIC AND DILUTED EARNINGS PER SHARE
The basic earnings per share and the diluted earnings per share are the same. The calculation of basic and diluted earnings per share at 31 December 2022 was
based on the profit attributable to ordinary shareholders of $31,189,000 (2021: $31,264,000); and weighted average number of ordinary shares outstanding during
the year ended 31 December 2022 of 288,376,000 (2021: 285,154,000), calculated as follows:
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
28 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
13. CAPITAL AND RESERVES – CONTINUED
PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS (BASIC & DILUTED)
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Profit for the period 31,189 31,264
PROFIT ATTRIBUTABLE TO ORDINARY SHAREHOLDERS 31,189 31,264
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
COMPANY
2022 2021
SHARES SHARES
‘000S ‘000S
Issued ordinary shares at 1 January 287,513 280,435
Effect of 1,294,674 shares issued in May 2022 863 -
Effect of 7,077,888 shares issued in May 2021 - 4,719
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES AT 31 DECEMBER 288,376 285,154
EARNINGS PER SHARE (BASIC & DILUTED)
GROUP
2022 2021
BASIC AND DILUTED EARNINGS PER SHARE (CENTS PER SHARE) 10.82 10.96
14. FINANCIAL INSTRUMENTS
The Group only holds non-derivative financial instruments which comprise trade and other receivables, cash and cash equivalents, short term deposits, and trade
and other payables.
Non-derivative financial instruments are recognised initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable
transaction costs. Subsequent to initial recognition non-derivative financial instruments are measured as described below.
Financial assets are derecognised if the Group’s contractual rights to the cash flows from the financial assets expire or if the Group transfer the financial asset to
another party without retaining control or substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified
in the contract expire or are discharged or cancelled.
GROUP
IN THOUSANDS OF DOLLARS NOTE 2022 2021
Financial Assets
Cash and cash equivalents 12 31,667 53,025
Short term deposits 40,075 30,000
Trade and other receivables 11 2,327 5,479
Financial Liabilities
Trade and other payables 1,340 7,297
Exposure to credit and interest rate risks arises in the normal course of the Group’s business.
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CDL Investments New Zealand Limited | 29
CDL INVESTMENTS NEW ZEALAND LIMITED
14. FINANCIAL INSTRUMENTS – CONTINUED
CREDIT RISK
Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers
requiring credit over a certain amount. The Group does not require collateral in respect of financial assets.
The key factor in managing risk is that the Certificate of Title is only transferred to the purchaser when all cash is received in full upon settlement.
The Group’s exposure to credit risk is mainly influenced by its customer base. As such it is concentrated to the default risk of its industry. However,
geographically there is no credit risk concentration as the Company spreads the risk by operating in three regions in the North Island and one region in the
South Island.
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 (2021: 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.
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 $623,000 (2021: $794,000) in the
current period.
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.
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
20222021
IN THOUSANDS OF DOLLARSNOTE
EFFECTIVE
INTEREST
RAT ETOTAL
6 MONTHS
OR LESS
6-12
MONTHS
EFFECTIVE
INTEREST
RAT ETOTAL
6 MONTHS
OR LESS
6-12
MONTHS
Cash and cash equivalents120.00%
to 4.78%
31,66731,667-0.00%
to 0.79%
53,02553,025-
Short term deposits3.30%
to 5.26%
40,07535,0755,0000.56%
to 1.20%
30,00020,00010,000
71,74266,7425,00083,02573,02510,000
GROUP
30 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
14. FINANCIAL INSTRUMENTS – CONTINUED
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
2022 2021
BALANCE 6 MONTHS 6-12 BALANCE 6 MONTHS 6-12
IN THOUSANDS OF DOLLARS SHEET OR LESS MONTHS SHEET OR LESS MONTHS
Trade and other payables 1,340 1,258 82 7,297 7,297 -
1,340 1,258 82 7,297 7,297 -
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. CAPITAL AND LAND DEVELOPMENT COMMITMENTS
As at 31 December 2022, 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 2023 in accordance with the Group’s development programme.
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Development expenditure 21,991 20,858
Land purchases 4,010 20,300
26,001 41,158
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
CDL Investments New Zealand Limited | 31
CDL INVESTMENTS NEW ZEALAND LIMITED
For the Year Ended 31 December 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED
16. RELATED PARTIES
IDENTITY OF RELATED PARTIES
The Company has a related party relationship with its wholly owned subsidiary, CDL Land New Zealand Limited, as well as a fellow subsidiary of its parent
(see Note 17), 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 2022 was:
GROUP
IN THOUSANDS OF DOLLARS 2022 2021
Non-executive directors 130 130
Executive directors 233 -
363 130
Non-executive directors receive director’s fees only. The executive directors receive short-term employee benefits which include a base salary and an incentive
plan. They do not receive remuneration or any other benefits as a director of the Company or its subsidiary.
Total remuneration of non-executive directors is included in “administrative and other expenses” (see Note 3) and total remuneration of executive directors is
included in “personnel expenses” (see Note 4).
17. 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 65.99% (2021: 66.29%) of the Company and having two out of six of the Directors on the Board. Millennium & Copthorne Hotels New
Zealand Limited is 70.79% (2021: 70.79%) owned by CDL Hotels Holdings New Zealand Limited (computed on voting shares), which is a wholly owned subsidiary
of Millennium & Copthorne Hotels Limited 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, $351,000 (2021: $323,000)
for shared office expenses incurred by the parent on behalf of the Group and reimbursed its parent for its portion of insurance premiums of $153,000 (2021:nil).
In addition, the parent purchased $3,000 in tax pool credits from the Group.
During 2022, CDL Investments New Zealand Limited issued no additional shares (2021: 5,866,859) to its parent, Millennium & Copthorne Hotels New Zealand
Limited, under the Dividend Reinvestment Plan (see Note 13). The total shares on issue to Millennium & Copthorne Hotels New Zealand Limited is 190,591,297
(2021: 190,591,297).
18. CONTINGENT LIABILITIES
CDL Investments New Zealand Limited has a bank guarantee in place as a requirement of being listed on the New Zealand Stock Exchange. The maximum value
of this guarantee is $75,000 (2021: $75,000).
The Group has been named as respondents in a judicial review proceeding which was brought by the Applicant, Winton Property Investments Limited, in relation
to a decision of the Overseas Investment Office relating to the Group’s acquisition of land in Havelock North. The Applicant was seeking, inter alia, an order
setting aside the decision of the Overseas Investment Office in respect of the approval and/or a declaration that Ministers erred at law in making their decision to
grant consent. The proceedings, which were advised to the market on 21 July 2021, were heard in February 2022 and a decision in favour of the respondents was
handed down at the end of March 2022. The Applicant has now filed a notice of appeal and a hearing has been set down for May 2023 at this stage. The Group
will continue to vigorously defend its position and still considers the likelihood of the applicant being successful as low. It is not possible to determine what the
financial effect would be, if any, should the application be successful.
32 | CDL Investments New Zealand Limited
© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the audit of 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 14 to 31:
i. present fairly in all material respects the
Group’s financial position as at 31 December
2022 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 2022;
— the consolidated statement 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 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.
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 $2.1 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.
© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the audit of 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 14 to 31:
i. present fairly in all material respects the
Group’s financial position as at 31 December
2022 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 2022;
— the consolidated statement 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 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.
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 $2.1 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.
CDL Investments New Zealand Limited | 33
© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the audit of 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 14 to 31:
i. present fairly in all material respects the
Group’s financial position as at 31 December
2022 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 2022;
— the consolidated statement 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 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.
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 $2.1 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.
© 2023 KPMG, a New Zealand Partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International
Limited, a private English company limited by guarantee. All rights reserved.
Independent Auditor’s Report
To the shareholders of CDL Investments New Zealand Limited
Report on the audit of 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 14 to 31:
i. present fairly in all material respects the
Group’s financial position as at 31 December
2022 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 2022;
— the consolidated statement 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 International Code of
Ethics for Assurance Practitioners (Including International Independence Standards) (New Zealand) issued by the
New Zealand Auditing and Assurance Standards Board and the International Ethics Standards Board for
Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (‘IESBA Code’), and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
Our firm has also provided other services to the group in relation to taxation compliance and taxation advisory.
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 $2.1 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.
2
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. No Key Audit Matters were identified during the
audit. 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
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 Directors’ Review and have nothing
to report in regard to it. The Annual Report is expected to be made available to us after the date of this Independent
Auditor’s Report and we will report the matters identified, if any, to those charged with governance.
Use of this independent auditor’s 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.
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.
34 | CDL Investments New Zealand Limited
3
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.
For and on behalf of
KPMG
Auckland
16 February 2023
CDL Investments New Zealand Limited | 35
CDL INVESTMENTS NEW ZEALAND LIMITED
20. LARGEST SHAREHOLDERS (As at 1 March 2023) (Listing Rule 3.7.1C)
RANK SHAREHOLDER NUMBER OF SECURITIES % OF ISSUED CAPITAL
1. Millennium & Copthorne Hotels New Zealand Limited 190,591,297 65.99
2. Adrian Ho 22,774,092 7.89
3. Accident Compensation Corporation – NZCSD 13,219,045 4.58
4. Citibank Nominees (New Zealand) Limited – NZCSD 4,117,922 1.43
5. Christina Seet 2,594,632 0.90
6. Custodial Services Limited 2,145,251 0.74
7. Faro Equities Limited 2,040,000 0.71
8. MFL Mutual Fund Limited – NZCSD 1,962,577 0.68
9. Hugh Green Limited 1,284,747 0.44
10. HSBC Nominees (New Zealand) Limited – NZCSD 1,235,624 0.43
11. Geok Loo Goh 1,079,834 0.37
12. Roger Parker 765,032 0.26
13. New Zealand Depository Nominee Limited 710,047 0.25
14. Steven Cheong Kwok Wing 639,458 0.22
15. Caliber Trustee Company Limited 591,573 0.20
16. Robert Wong & Christein Joe Wong 463,795 0.16
17. Michael Robert Mayger & Eleanor Margaret Mayger 452,096 0.16
18. Simon Hugh Berry 445,297 0.15
19. Alan David White 396,000 0.14
20. Tea Custodians Limited Client Property Trust Account – NZCSD 378,699 0.13
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 2023)
NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL
1 – 499 10,018 0.00
500 – 999 31,454 0.01
1,000 – 1,999 481,524 0.17
2,000 – 4,999 2,900,417 1.00
5,000 – 9,999 3,601,521 1.25
10,000 – 49,999 14,033,721 4.86
50,000 – 99,999 6,869,463 2.38
100,000 – 499,999 15,128,448 5.24
500,000 – 999,999 2,706,110 0.94
1,000,000 +r 243,045,021 84.15
ROUNDING 0.00
TOTAL 2,794 288,807,697 100.00
REGULATORY DISCLOSURES
3
Auditor’s responsibilities for the audit of the consolidated financial
statements
Our objective is:
— to obtain reasonable assurance about whether the consolidated financial statements as a whole are free
from material misstatement, whether due to fraud or error; and
— to issue an independent auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs NZ will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these
consolidated financial statements.
A further description of our responsibilities for the audit of these consolidated financial statements is located at
the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor's report is Aaron Woolsey.
For and on behalf of
KPMG
Auckland
16 February 2023
36 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
DOMICILE OF SHAREHOLDERS (As at 1 March 2023)
NUMBER OF SHAREHOLDERS NUMBER OF SHARES % OF ISSUED CAPITAL
New Zealand 2684 255,511,546 88.47
Australia and overseas 110 33,296,151 11.53
TOTAL 2,794 288,807,697 100.00
ADOPTION OF NEW NZX LISTING RULES
No waivers were sought from NZX in 2022.
SUBSTANTIAL PRODUCT HOLDERS
According to notices given to the Company under the Financial Markets Conducts Act 2013, as at 1 March 2023, the substantial product holders in the Company
are noted below:
SECURITIES CLASS %
Millennium & Copthorne Hotels New Zealand Limited 190,591,297 Ordinary Shares 65.99
Adrian Ho 22,774,092 Ordinary Shares 7.89
As at 1 March 2023, the total number of issued voting securities of CDL Investments New Zealand Limited (all of which are ordinary shares) was 288,807,697.
DIRECTORS (Section 211(1)(I), Companies Act 1993)
As at 31 December 2022, the Company’s Directors were Messrs. C Sim, JC Adams, JH Henderson, DJ Jameson, ES Kwek and VWE Yeo. Mr. BK Chiu retired as a
director on 2 July 2022 and Mr. Adams was appointed on 1 June 2022.
The gender breakdown of the Board is 5 male directors and 1 female director (2021: 5 male directors and 1 female directors). CDI currently has 1 female and
3 male officers (2021: 1 female and 3 male officers).
REGULATORY DISCLOSURES – CONTINUED
CDL Investments New Zealand Limited | 37
CDL INVESTMENTS NEW ZEALAND LIMITED
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 2022)
DIRECTOR 2021 2022
C Sim Nil Nil
JC Adams Nil Nil
BK Chiu Nil Nil
J Henderson Nil Nil
DJ Jameson Nil Nil
ES Kwek Nil Nil
VWE Yeo 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 2022 was:
DIRECTOR REMUNERATION
C Sim $35,000
JC Adams $478,528
BK Chiu Nil^
J Henderson $30,000
DJ Jameson $35,000
ES Kwek Nil^
VWE Yeo $30,000
^ Mr ES Kwek, being the Executive Director of Millennium & Copthorne Hotels Limited, did not receive any fees as Chairman or as a Director of the Company. Mr JC
Adams in his capacity as Managing Director of CDL Investments New Zealand Limited did not receive any fees as a Director of the Company or its subsidiary. Mr.
BK Chiu, in his capacity as 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.
STATUTORY INFORMATION
38 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
GENERAL DISCLOSURES OF INTEREST (Section 140(2), Companies Act 1993)
As at 31 December 2022, the Directors of the Company have made general disclosures of interest in the following companies:
COLIN 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
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 East Quarter Group Pty Ltd
East Quarter Hurstville Pty Limited 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
Naxta Pty Ltd New Dale Sim Pty Ltd PBD Phoenix Pty Limited
PCC DevCo 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 TECH5 Australia 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
J C ADAMS
Director of:
Adams 2008 Limited CDL Land New Zealand Limited Jaymen Limited
Prestons Road Limited
J H HENDERSON
Director of:
Ding Bay Limited John Henderson Resources Limited Maara Moana Limited
Maara Moana GP Limited Maara Moana HC Limited
D J JAMESON
Director of:
Ampio Limited GH Securities Trustee Limited Gubb & Hardy Limited
Milford Haven Limited
STATUTORY INFORMATION – CONTINUED
CDL Investments New Zealand Limited | 39
CDL INVESTMENTS NEW ZEALAND LIMITED
GENERAL DISCLOSURES OF INTEREST (Section 140(2), Companies Act 1993)
As at 31 December 2022, the Directors of the Company have made general disclosures of interest in the following companies:
ES KWEK
Chairman / Director / President of:
Grand Plaza Hotel Corporation;
Chairman and Director of:
Millennium Hotels Italy Holdings srl Millennium Hotels Palace Management srl Millennium Hotels Property srl
Director / President of:
Five Star Assurance Inc. The Philippine Fund Limited
Managing Director of:
ATOS Holdings GmbH
Director of:
125 OBS (Nominees 1) Limited 125 OBS (Nominees 2) Limited 125 OBS GP Limited
Actas Holdings Pte. Ltd Adelais Properties Limited Adelanto Investments Pte. Limited
Adelphia Holdings Limited Allinvest Holding Pte. Ltd Allsgate Properties Limited
Alphagate Holdings Limited Androgate Properties Limited Aquarius Properties Pte. Ltd
Archyfield Limited Ascent View Holdings Pte. Ltd Aster Land Development Pte Ltd
Aston Properties Pte. Ltd Atlasgate SG Holdings Pte. Ltd Atlasgate UK Holdings Pte. Ltd
Atlasgate UK Holdings Limited Baynes Investments Pte Ltd Beaumont Properties Limited
Beijing Fortune Hotel Co. Ltd Bellevue Properties Pte. Ltd Bestro Holdings Limited
Bloomshine Holdings Limited BOP Luxembourg (125 Obs) 2 SARL Branbury Investments Ltd
Barvogate Holdings SARL Bridge North Limited Camborne Developments Pte. Ltd
Canterbury Riverside Opco Limited Canterbury Riverside Propco Limited Canvey Developments Pte. Ltd
CDL Acquisitions Pte. Ltd CDL Aquila Pte. Ltd CDL Australia Holdings Pty. Ltd
CDL Commercial REIT Management Pte. Ltd CDL Constellation Pte. Ltd CDL Crestview Holdings Pte. Ltd
CDL Crown REIT Management Pte. Ltd CDL Entertainment & Leisure Pte. Ltd CDL Evergreen Pte. Ltd
CDL Hotels (Chelsea) Ltd CDL Hotels (Korea) Ltd CDL Hotels (Labuan) Ltd
CDL Hotels (Malaysia) Sdn. Bhd CDL Hotels (U.K.) Ltd CDL Hotels Japan Pte. Ltd
CDL Infinity Pte. Ltd CDL Land Pte. Ltd CDL Libra Commercial Pte. Ltd
CDL Libra Pte. Ltd CDL Management Services Pte. Ltd CDL Netherlands Investments BV
CDL Orion Investment Holdings Pte. Ltd CDL Pegasus Pte. Ltd CDL Perseus Pte. Ltd
CDL Pisces Commercial Pte. Ltd CDL Pro Star Development Pty Ltd CDL Properties BV
CDL Real Estate Asset Managers Pte Ltd CDL Real Estate Investment Managers Pte Ltd CDL Regulus Pte. Ltd
CDL Shanghai Holdings Pte. Ltd CDL Suzhou Investment Pte. Ltd Central Mall Pte. Ltd
Centro Investment Holding Pte Ltd Centro Property Holding Pte Ltd Chania Holdings Limited
Chestnut Avenue Developments Pte Ltd Cideco Pte Ltd City Boost Pte. Ltd
City Century Pte. Ltd City Condominiums Pte. Ltd City Connected Communities Pte. Ltd
City Delta Pte. Ltd City Developments Investments Pte. Ltd City Elite Pte. Ltd
City Gemini Pte Ltd City Ikonik Pte. Ltd City Lux Pte. Ltd
City Montage Pte. Ltd City Platinum Holdings Pte. Ltd City REIT Management Pte. Ltd
City Resyde Pte. Ltd City Sceptre Investments Pte. Ltd City Serviced Offices Pte. Ltd
City Strategic Equity Pte. Ltd City Sunshine Holdings Pte. Ltd City Thrive Pte. Ltd
Citydev Investments Pte. Ltd Citydev Real Estate (Singapore) Pte. Ltd Citydev Venture Holdings Pte. Ltd
Cityview Place Holdings Pte. Ltd Cityzens Developments Pte Ltd Copthorne (Nominees) Limited
Copthorne Aberdeen Limited Copthorne Hotel (Birmingham) Limited Copthorne Hotel (Cardiff) Limited
Copthorne Hotel (Effingham Park) Limited Copthorne Hotel (Gatwick) Limited Copthorne Hotel (Manchester) Limited
Copthorne Hotel (Merry Hill) Construction Limited Copthorne Hotel (Merry Hill) Limited Copthorne Hotel (Newcastle) Limited
Copthorne Hotel (Plymouth) Limited Copthorne Hotel (Slough) Limited Copthorne Hotel Holdings Limited
Copthorne Hotels Limited Copthorne Orchid Hotel Singapore Pte Ltd Copthorne Orchid Hotel Penang Sd. Bhd.
Crescent View Developments Pte Ltd Darien Properties Investment Limited Delfi One Investments Pte Ltd
Delfi Three Investments Pte Ltd Delfi Two Investments Pte Ltd Diplomat Hotel Holding Company Limited
Eastwest Portfolio Pte Ltd Easy Thrive Ventures Limited Edeva Holdings Limited
Educado Company Limited Elite Hotel Management Services Pte Ltd Ellinois Management Services Pte Ltd
Euroform (S) Pte Ltd Ferguson Hotels Holdings Limited Ferguson Investment Corp.
Finite Properties Investment Limited First Platinum Holdings Pte. Ltd Freshview Developments Pte Ltd
Friars Road Manco Limited Glades Properties Pte. Ltd Grand Strategic Pte. Ltd
STATUTORY INFORMATION – CONTINUED
40 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
Grange 100 Pte Ltd Granmill Holdings Pte Ltd Greystand Holdings Limited
Guan Realty (Private) Limited Harbour Land Corporation Harbour View Hotel Pte Ltd
Harrow Entertainment Pte Ltd Heritage Pro International Limited Highline Holdings Limited
Highline Investments GP Limited Highline Properties GP Limited Hoko Fitzroy Pty Ltd
Hoko Kenmore Pty Ltd Hoko Macaulay Pty Ltd Hoko Mina Pty Ltd
Hoko Spencer Pty Ltd Hoko Toowong Pty Ltd Hong Bee Hardware Company Sdn Berhad
Hong Leong Enterprises Pte Ltd Hong Leong Foundation Hong Leong Hotel Development Limited
Hong Leong International Hotel (Singapore) Pte Ltd Hong Leong Properties Pte Limited Hospitality Holdings Pte Ltd
Hospitality Ventures Pte Ltd Hotel Liverpool Limited Hotel Liverpool Management Limited
HSRE Crosslane (Coventry) Limited HSRE Crosslane (Leeds) Limited HSU JV Holdco Limited
HThree City Jade Pte Ltd Iconique Tokutei Mokuteki Kaisha Infinity Properties Limited
Iselin Limited Island Glades Developments Pte Ltd Jayland Properties Limited
Keygate Holdings Limited King’s Tanglin Shopping Pte Ltd Kwek Holdings Pte Ltd
Kwek Hong Png Investment Pte Ltd Landco Properties Limited Le Grove Management Pte Ltd
Legend Commercial Pte Ltd Legend Commercial Trustee Pte Ltd Legend Investment Holdings Pte Ltd
Legend Quay Pte Ltd Lightspark Holdings Limited Lingo Enterprises Limited
London Britannia Hotel Limited London Tara Hotel Limited Lukestone Properties Limited
M&C (CB) Limited M&C (CD) Limited M&C Finance (1) Limited
M&C Management Holdings Limited M&C NZ Limited M&C Reservations Services Limited
M&C Asia Finance (UK) Limited M&C Asia Holdings (UK) Limited M&C Capital Pte Ltd
M&C Business Trust Management Limited (as trustee-manager of CDL Hospitality Business Trust) M&C Holdings (Thailand) Limited
M&C Hotel Investments Pte Limited M&C Hotels France Management SARL M&C Hotels Holdings Japan Pte Limited
M&C Hotels Holdings Limited M&C Hotels Holdings USA Limited M&C Hotels Japan Pte Limited
M&C New York Finance (UK) Limited M&C REIT Management Limited M&C Singapore Finance (UK) Limited
M&C Singapore Holdings (UK) Limited M&C Sponsorship Limited Melvale Holdings Limited
Millennium & Copthorne (Australian Holdings) Limited Millennium & Copthorne (Jersey Holdings) Limited Millennium & Copthorne Hotels Limited
Millennium & Copthorne International Limited Millennium & Copthorne Hotels Management (Shanghai) Limited Millennium & Copthorne Share Trustees Limited
Millennium Hotel Holdings EMEA Limited Millennium Hotels & Resorts Services Limited Millennium Hotels (West London) Limited
Millennium Hotels (West London) Management Limited Millennium Hotels Europe Holdings Limited Millennium Hotels Limited
Millennium Hotels London Limited New Bath Court (Opco) Limited New Bath Court Limited
New Empire Investments Pte Ltd New Synergy Investments Pte Ltd New Unity Holdings Ltd.
New Vista Realty Pte Ltd Newbury Investments Pte Ltd Novel Developments Pte Ltd
Palmerston Holdings Sdn. Bhd. Pavo Properties Pte Ltd Pinenorth Properties Limited
Qaiser Holdings Limited Queensway Hotel Holdings Limited Queensway Hotel Limited
Rainbow North Limited Redvale Developments Pte Ltd Redvale Investments Pte Ltd
Redvale Properties Pte Ltd Rehi Normanby Pty Limited Republic Hotels and Resorts Limited
Republic Iconic Hotel Pte Ltd Republic Plaza City Club (Singapore) Pte Ltd Reselton Properties Limited
Richmond Hotel Pte Ltd Richview Holdings Pte Ltd Rogo Investments Pte Ltd Rogo Realty Corporation
Scentview Holding Limited Scottsdale Properties Pte Ltd Serangoon Green Pte Ltd
Siena Commercial Development Pte Ltd Siena Residential Development Pte Ltd Siena Trustee Pte Ltd
Silkpark Holdings Limited Singapura Developments (Private) Limited Sonic Investment Pte. Limited
South Beach International Hotel Management Pte Ltd Southwaters Investment Pte Ltd Sparkland Holdings Pte Ltd
Summit Vistas Pte Ltd Sunmaster Holdings Pte Ltd Sunny Vista Developments Pte Ltd
Sunshine Plaza Pte Ltd Sycamore House Manco Limited TC Development Pte Ltd
Tempus Platinum Investments Tokutei Mokuteki Kaisha TOSCAP Limited Treasure Realm Limited
Trentwell Management Pte Ltd Trentworth Properties Limited Tucana Commercial Pte Ltd
Tucana Properties Pte Ltd Tucana Residential Pte Ltd U-Paragon Holdings Limited
Ventagrand Holdings Limited Verspring Properties Pte Ltd Verwood Holdings Pte Ltd
Vinemont Investments Pte Ltd Welland Investments Limited White Haven Properties Pte Ltd
Whitehall Holdings Limited Zatrio Pte Ltd
General Manager of:
M& C Hotels France SAS
Alternate Director of:
Mount V Development Pte Ltd; South Beach Consortium Pte Ltd
STATUTORY INFORMATION – CONTINUED
CDL Investments New Zealand Limited | 41
CDL INVESTMENTS NEW ZEALAND LIMITED
VWE YEO
Executive Director / Chief Executive Officer of:
M&C Business Trust Management Limited M&C REIT Management Limited
Director / Managing Director of:
CDLHT Oceanic Maldives Private Ltd CDL HBT Oceanic Maldives Pvt Ltd Sanctuary Sands Maldives Private Limited
Director of:
CDL HBT Cambridge City Pte. Ltd CDL HBT Cambridge City (UK) Ltd CDL HBT Cambridge City Hotel (UK) Ltd
CDL HBT Hanei Pte. Ltd CDL HBT Investments (I) Pte. Ltd CDL HBT North Ltd
CDL HBT Oceanic Holdings Pte Ltd CDL HBT Sun Three Ltd CDL HBT Sun Four Ltd
CDLHT CFM One Pte Ltd CDLHT CFM Two Pte Ltd CDLHT CFM III BV
CDDLHT CFM III SRL CDLHT Hanei One Pte.Ltd CDLHT Hanei Two Pte.Ltd
CDLHT Munich One Pte Ltd CDLHT Munich Two Pte Ltd CDLHT MTN Pte. Ltd
CDLHT Oceanic Holdings Pte Ltd CDLHT Two Ltd Gemini Two Pte Ltd
Hospitality Holdings Pte Ltd Munich Furniture BV NKS Hospitality I BV
NKS Hospitality III SRL Sunshine Hotels Australia Pty Ltd The Lowry Hotel Ltd
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
180,001 – 190,000 1
470,001 – 480,000 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 2021 2022
Annual Audit 61 88
KPMG Other Services 4 4
SUBSIDIARY COMPANY AND DIRECTORS (Section 211(2), Companies Act 1993)
The Company’s subsidiary and its directors as at 31 December 2022 are listed below:
NAME DIRECTORS OWNERSHIP ACTIVITY
CDL Land New Zealand Limited JC Adams, T Ito, JB Pua 100.00% Development & Sale of Residential Land Sections
and Rental Income from Development Properties
& Investment Properties
The directors of CDL Land New Zealand Limited did not receive any remuneration or other benefits as directors.
STATUTORY INFORMATION – CONTINUED
42 | CDL Investments New Zealand Limited
CDL INVESTMENTS NEW ZEALAND LIMITED
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CDL Investments New Zealand Limited | 43
CDL INVESTMENTS NEW ZEALAND LIMITED
THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK
NELSON
• Pelorus Sound
HAWKE'S BAY PROJECTS
• Arataki Road, Havelock North
• Iona Block, Havelock North
CHRISTCHURCH
• Prestons Park
• Prestons Retail Centre
SELWYN PROJECTS
• Stonebrook, Rolleston
• Stonebrook Retail Centre
HAMILTON PROJECTS
• Gordonton Road, Puketaha
AUCKLAND PROJECTS
• Kewa Road, Albany
• Christian Road, Swanson
• Noel Burnside Warehousing, Wiri
• Trig Road, West Harbour
SUBDIVISION LOCATION MAP
AUCKLAND
HAMILTON
CHRISTCHURCH
HAVELOCK NORTH
HAWKE'S BAY
NELSON
ROLLESTON, SELWYN
CORPORATE
DIRECTORY
BOARD OF
DIRECTORS
Colin Sim (Independent Director and Chair)
Jason Adams (Managing Director)
John Henderson (Independent Director and Member of the Audit Committee)
Desleigh Jameson (Independent Director and Chair of the Audit Committee)
Kwek Eik Sheng (Non-Executive Director)
Vincent Yeo (Non-Executive Director)
MANAGEMENT
TEAM
Jason Adams (Managing Director and Executive Director,
CDL Land New Zealand Limited)
Jackson Bull (General Manager, CDL Land New Zealand Limited)
Natasha Hood (Group Accounting Manager)
Takeshi Ito (Company Secretary / Legal Counsel)
REGISTERED OFFICE
AND CONTACT DETAILS
Level 13, 280 Queen Street, Auckland, New Zealand
(from 3 April 2023: Level 7, 23 Customs Street East, 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 (Auckland)
Anthony Harper (Christchurch)
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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