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Corporate Profile
Mapletree Commercial Trust (MCT) is a Singapore-focused real estate
investment trust (REIT) established with the principal investment
objective of investing on a long-term basis, directly or indirectly, in a
diversified portfolio of income-producing real estate used primarily for
office and/or retail purposes, whether wholly or partially, as well as real
estate-related assets.
MCT was listed on the Singapore Exchange Securities Trading Limited (SGX-ST) on
27 April 2011 and is the third REIT sponsored by Mapletree Investments Pte Ltd (MIPL or the
Sponsor), a leading Asia-focused real estate development, investment and capital management
company based in Singapore.
At IPO, MCTs portfolio comprised three properties located in Singapore, namely:
VivoCity, Singapores largest mall located in the HarbourFront Precinct;
Bank of America Merrill Lynch HarbourFront (MLHF), a premium office building located in
the HarbourFront Precinct; and
PSA Building (PSAB), an established integrated development with a 40 storey office block
and a three-storey retail centre known as Alexandra Retail Centre (ARC), located in the
Alexandra Precinct.
On 4 February 2013, MCT completed the acquisition of its fourth property, Mapletree Anson,
a premium office building located close to the Tanjong Pagar MRT station in Singapores Central
Business District.
The portfolio has a total Net Lettable Area (NLA) of 2.1 million square feet and is valued at
S$3,831.2 million1 in aggregate as at 31 March 2013.
MCT is managed by Mapletree Commercial Trust Management Ltd. (the Manager), a whollyowned subsidiary of Mapletree Investments Pte Ltd. The Manager aims to provide Unitholders of
MCT with an attractive rate of return on their investment through regular and stable distributions
and to achieve long-term growth in Distribution per Unit (DPU) and Net Asset Value per Unit,
while maintaining an appropriate capital structure for MCT.
Based on the appraised values by DTZ Debenham Tie Leung (SEA) Pte Ltd, as disclosed in MCTs announcement
dated 22 April 2013.
Contents
02
04
08
12
14
18
36
38
48
Financial Highlights
Letter to Unitholders
Year in Review
Financial Review
Operations Review
Portfolio Overview
Unit Price Performance
Singapore Office and
Retail Market Overview
Structure of Mapletree
Commercial Trust
49 Organisation Structure
50 Strategy
52 Board of Directors
58 Management Team
64 Property and Development
Management Teams
66 Sustainability Report
70 Investor Relations
72 Risk Management
74 Corporate Governance
85 Financial Statements
124 Statistics of Unitholdings
126 Interested Person
Transactions
127 Use of Proceeds
128 Notice of
Annual General Meeting
Proxy Form
IBC Corporate Directory
Performance exceeded
the IPO Forecast for the
two years since listing
Actual DPU of 5.27 cents for the period from
Listing Date of 27 April 2011 to 31 March 2012
and 6.49 cents for FY 2012/13 exceeded IPO
Forecast by 13.4% and 19.7% respectively
Completed
st
acquisition
Mapletree Anson
36%
Financial Highlights
As at 31 March 2013
Total Return of
66.2%
+26.3%
1,668
2,107
+35.8%
2,822
3,831
52.8%
+16.5%
0.91
1.061
+69.8%
2,7813
1,6382
Capital Appreciation
+80.2%
9494
1,7105
13.4%
Before payment of distribution for the period from 4 February 2013 to 31 March 2013 of 1.134 cents per Unit.
Based on IPO Price of S$0.88 per unit and 1,861m units in issue.
Based on unit price and units in issue at the close of trading on 28 March 2013, the last trading day of FY 2012/13.
Market capitalisation at IPO less the proportion deemed to be held by the Sponsor, post-stablisation.
Market capitalisation at the close of trading on 28 March 2013, the last trading day of FY 2012/13, less the proportion deemed to be held by the Sponsor.
02
Mapletree Commercial Trust
45.0
40.0
30.0
20.0
0.956
1.546
1.537
1.428
1.333
35.0
25.0
1.667
1.554
34.7
29.0
26.6
24.8
31.2
28.9
28.7
1.800
1.600
1.400
1.200
1.000
17.8
0.800
15.0
0.600
10.0
0.400
5.0
0.200
0.000
0
Q1 FY 2011/121 Q2 FY 2011/12
Q3 FY 2011/12
2.000
1.737
Q4 FY 2011/12
Q1 FY 2012/13
Q2 FY 2012/13
Q3 FY 2012/13
Q4 FY 2012/13
DPU (RHS)
For the period from Listing Date of 27 April 2011 to 30 June 2011.
Actual
+9.1%
+14.0%
Singapore cents
6.49
4.97
FY 2011/12
5.691
5.42
FY 2012/13
FY 2011/12
FY 2012/13
03
Annual Report 2012/13
Letter to Unitholders
From left:
Amy Ng Lee Hoon
Executive Director and Chief Executive Officer
Tsang Yam Pui
Chairman and Non-Executive Director
04
Mapletree Commercial Trust
Dear Unitholders,
On behalf of the Board of Directors of
Mapletree Commercial Trust Management Ltd.,
the manager of Mapletree Commercial Trust
(the Manager), we are pleased to present
Mapletree Commercial Trusts (MCT) second
Annual Report to Unitholders for the financial
year ended 31 March 2013 (FY 2012/13).
Redefining Performance
In the past two years, MCT had consistently
delivered results which outperformed the
IPO Forecast 1 , with every asset in the
portfolio contributing to the outperformance.
For FY 2012/13, MCTs gross revenue of
S$219.5 million and net property income
(NPI) of S$156.0 million outperformed the
IPO Forecast by 9.0% and 13.6% respectively.
With the added benefit from interest expenses
which were lower than the IPO Forecast,
MCT delivered a distribution per unit (DPU)
of 6.487 Singapore cents, which was 19.7%
above the IPO Forecast of 5.42 Singapore
cents. Comparing against the annualised actual
DPU of 5.69 Singapore cents for FY 2011/12,
DPU had grown by 14.0% year-on-year, higher
than the projected 9.1% DPU year-on-year
growth in the IPO Forecast.
Buoyed by strong growth in NPI, MCTs initial
portfolio of VivoCity, MLHF and PSAB saw an
increase in valuation from S$2.8 billion at IPO to
S$3.1 billion (as at 31 March 2013). The asset
+19.7%
above IPO Forecast
Gross Revenue
+9.0%
+13.6%
above IPO Forecast
IPO Forecast for the two years FY 2011/12 and FY 2012/13 as disclosed in MCTs Prospectus dated 18 April 2011,
with adjustments for the period from Listing Date to 31 March 2012, as applicable.
2
Including the total 4Q FY 2012/13 distribution of 1.737 Singapore cents.
3
Based on IPO Price of S$0.88 per unit and 1,861m units in issue.
4
Based on unit price of S$1.345 and 2,067m units in issue at the close of trading on 28 March 2013.
5
Market capitalisation at IPO less the proportion deemed to be held by Mapletree Investments Pte Ltd, the Sponsor
of MCT, post-stablisation.
6
Market capitalisation at the close of trading on 28 March 2013 less the proportion deemed to be held by the Sponsor.
1
05
Annual Report 2012/13
Letter to Unitholders
Achieved robust
rental uplifts of
33.1%
44.3%
S$900m
in debt & equity
Based on the Forecast as disclosed in the Circular to Unitholders dated 26 December 2012.
As disclosed in the announcement Issuance of S$70,000,000 3.20% Fixed Rate Notes Due 2021 under
S$1,000,000,000 Multicurrency Medium Term Note Programme dated 5 April 2013.
7
8
06
Mapletree Commercial Trust
As disclosed in the press release Mapletree Commercial Trusts Distribution per Unit for FY 2012/13 Exceeds
Forecast by 19.7% dated 22 April 2013.
07
Annual Report 2012/13
Year in Review
April 2012
August 2012
July 2012
MCTs inaugural Annual General
Meeting was held with healthy
turnout by unitholders. All resolutions
were overwhelmingly approved by
Unitholders.
For the period from 1 April 2012
to 30 June 2012, MCT achieved
distributable income of S$28.7 million
and DPU of 1.537 cents. The DPU
achieved was 20.6% above the IPO
Forecast of 1.274 cents.
October 2012
For the period from 1 July 2012 to
30 September 2012, MCT achieved
distributable income of S$28.9 million
and DPU of 1.546 cents. The DPU
achieved was 12.1% above the IPO
Forecast of 1.379 cents.
The Manager announced that it had
completed the renewal and re-letting
of 88% of the leases expiring in
FY 2012/13.
December 2012
A valuation of MCTs initial portfolio
of properties as at 30 November 2012
was conducted by DTZ Debenham
Tie Leung (SEA) Pte Ltd, valuing the
properties at S$3,143.1 million,
an increase of 6.7% over the valuation
of S$2,944.9 million at the start of
the financial year.
08
Mapletree Commercial Trust
January 2013
March 2013
April 2013
A valuation of MCTs initial portfolio of properties (including Mapletree
Anson) as at 31 March 2013 was conducted by DTZ Debenham Tie Leung
(SEA) Pte Ltd, valuing the properties at an aggregate of S$3,831.2 million.
For the period from 1 January 2013 to 31 March 2013, MCT achieved
distributable income of S$34.7 million and DPU of 1.737 cents.
The distributable income and DPU achieved were 27.5% and 19.9%
above the IPO Forecast of S$27.2 million and 1.449 cents respectively.
For FY 2012/13, MCT achieved distributable income of S$123.5 million
and DPU of 6.487 cents. The distributable income and DPU achieved
were 21.8% and 19.7% above the IPO Forecast of S$101.5 million and
5.42 cents respectively.
VivoCity was voted the Best Shopping Centre (Town) at the AsiaOne
Peoples Choice Awards 2012/13.
February 2013
The Manager issued S$70 million 8-year 3.2% Notes due 2021 to
refinance part of the loans outstanding from the Revolving Credit Facility.
Mapletree Anson
MCTs maiden acquisition.
09
Annual Report 2012/13
Financial Review
Actual
1 April 2012 to
31 March 2013
(S$000)
Actual
Listing Date of
27 April 2011 to
31 March 2012
(S$000)
Variance
Positive/
(Negative)
%
IPO Forecast
1 April 2012 to
31 March 2013
(S$000)
Variance
Positive/
(Negative)
%
Gross revenue
Property operating expenses
219,480
(63,475)
177,341
(53,316)
23.8
(19.1)
201,330
(63,957)
9.0
0.8
156,005
124,025
25.8
137,373
13.6
Finance income
Finance expenses
Managers management fees
Trustees fees
Other trust expenses
157
(26,263)
(14,180)
(468)
(1,379)
119
(20,686)
(11,819)
(415)
(1,126)
31.9
(27.0)
(20.0)
(12.8)
(22.5)
118
(29,123)
(12,886)
(444)
(1,762)
33.1
9.8
(10.0)
(5.4)
21.7
(42,133)
(33,927)
(24.2)
(44,097)
4.5
Net income
113,872
9,670
8,144
18.7
8,189
18.1
123,542
98,242
25.8
101,465
21.8
6.487
5.271
23.1
5.420
19.7
For comparing the financial year ended 31 March 2013 (FY 2012/13) against prior years performance, the period of comparison for the prior year is from
the date of MCTs admission to the Official List of the SGX-ST on 27 April 2011 (Listing Date) to 31 March 2012. Prior to the Listing Date, MCT had held
only one asset, VivoCity, with MLHF and PSAB being acquired only on Listing Date. As such, the financial statements for the financial year ending 31 March
2012 comprise the results of MCT as a private trust from 1 April 2011 to 26 April 2011 (i.e. VivoCity only) and the results of all 3 MCT portfolio properties
from Listing Date onwards. Due to the differences in tax treatment and fee structures prior to the Listing Date, the results for the full financial year ending
31 March 2012 are not directly comparable with FY 2012/13. For a reconciliation of the Statement of Total Return between the full financial year ended
31 March 2012, the pre-listing period from 1 April 2011 to 26 April 2011 and the period from Listing Date to 31 March 2012, please refer to page 18 of
MCTs Annual Report FY 2011/12.
Gross Revenue
Gross revenue was 23.8% higher at S$219.5
million for FY 2012/13 compared to the
period from Listing Date to 31 March 2012.
This was due in part to a shorter period for
FY 2011/2012 from Listing Date to 31 March
2012. If the period from Listing Date to
31 March 2012 is restated to the full period
from 1 April 2011 to 31 March 2012
(Comparable Basis), gross revenue would be
up by 15.5%.
The higher gross revenue on Comparable Basis
was a result of positive revenue contributions
from all three assets in MCTs initial portfolio
with an additional increase provided by the
incremental revenue from Mapletree Anson
for the period from the completion of the
acquisition on 4 February 2013 to 31 March
2013. VivoCity had achieved higher rents for
leases renewed and saw the effects of step up
rents in existing leases. At PSAB, new leases
signed for office space were at higher rents
and occupancy was higher. There was also a
full period effect of revenue contribution from
10
Mapletree Commercial Trust
+23.8%
+19.1%
+25.8%
219.5
4.8
39.7
177.3
156.0
3.8
16.8
27.8
14.5
158.3
135.1
7.7
3.2
FY 2012/13
27 April 2011
to 31 March 2012
VivoCity
MLHF
PSAB
53.3
63.5
1.0
10.8
3.8
42.4
47.9
27 April 2011
to 31 March 2012
FY 2012/13
124.0
28.9
20.1
11.2
12.9
110.4
92.7
27 April 2011
to 31 March 2012
FY 2012/13
Mapletree Anson
Net Income
Net income of S$113.9 million was 26.4%
higher than the period from Listing Date to
31 March 2012 due mainly to the higher net
property income, though this was partially
offset by higher finance costs incurred.
On Comparable Basis, net income was 18.0%
higher. The early refinancing of S$160 million
bank borrowings (originally due in April 2013)
with the issuance of S$160 million 8-year 3.6%
Notes due 2020 and the debt drawn down for
the acquisition of Mapletree Anson resulted
in the finance cost that was 18.0% higher on
Comparable Basis.
Period
Payment Date
Income Available
for Distribution
DPU
S$28.7 million
1.537 cents
S$28.9 million
1.546 cents
S$31.2 million
1.667 cents
S$34.7 million
0.603 cents
1.134 cents
1.737 cents
11
Annual Report 2012/13
Financial Review
Valuation of Assets
VivoCity
PSAB Building
MLHF
Mapletree Anson
Valuation
(S$m)
(as at
31 March 2013
Valuation
(S$ per sq ft NLA)
(as at
31 March 2013)
Cap Rate
(as at
31 March
2013)
Valuation
(S$m)
(as at
31 March
2012)
2,183.0
2,101
5.0%
2,029.0
647.6
602.4
313.6
1,448
4.5%
313.5
687.0
2,071
4.0%
3,831.2
2,944.9
Valuation of Assets
As at 31 March 2013, MCTs properties
were valued at S$3,831.2 million. The IPO
portfolio of VivoCity, MLHF and PSAB saw an
increase in valuation from S$2,944.9 million to
S$3,144.2 million, buoyed by strong growth
in Net Property Income. The asset base was
further boosted by MCTs acquisition of
Mapletree Anson which was completed on
4 February 2013.
Net Asset Value
As at 31 March 2013, MCTs Net Asset Value
(NAV) per Unit increased to S$1.06 from
S$0.95 as at 31 March 2012. The adjusted
NAV per Unit after excluding the distributable
income payable for 4Q FY 2012/13 is $1.05.
Capital Management
At IPO, a conservative capital structure with
staggered debt maturities was put in place for
MCT. Subsequent appropriate hedges had kept
overall average interest cost of debt below that
of the Forecast. In FY 2012/13, Management
sought to diversify MCTs funding sources and
to further extend MCTs debt maturity profile
while optimising the overall interest costs.
On 8 August 2012, MCT established a S$1
billion Multicurrency Medium Term Note
Programme (Programme) through its whollyowned subsidiary incorporated in Singapore,
Mapletree Commercial Trust Treasury Company
Pte. Ltd.. Following the establishment of the
Programme, MCT successfully issued S$160
million 8-year 3.6% Notes due 2020 on
24 August 2012. The issue was well received
and saw close to S$4 billion of demand from
12
Mapletree Commercial Trust
21.3%
21.3%
22.2%
20.7%
184.7
277.1
338.6
10.1%
169.3
160.0
70.0
FY 2020/21
FY 2019/20
FY 2018/19
FY 2017/18
FY 2016/17
FY 2015/16
FY 2014/15
FY 2013/14
52.2
4.4%
FY 2021/22
338.6
Actual as at
31 March 2012
1,590.5
1,128.7
% Fixed Debt
70.4%
85%
Gearing Ratio
40.9%
37.6%
5.3 times
5.4 times
1
2
3.33
2.4
2.18%
1.96%
100%
100%
Baa2
Baa2
The percentage of fixed debt will increase to 74.5%, taking into account the net effect of new interest rate swaps
entered into, the expiry of existing interest rate swaps and the refinancing of S$70 million of existing debt with
8-year 3.2% Notes due 2021.
2
Including the acquisition of Mapletree Anson, valued at S$687 million as at 31 March 2013, and drawdown of
S$461.8 million to part finance the acquisition.
3
With the refinancing of S$70 million of existing debt with 8-year 3.2% Notes due 2021, the weighted average
term to maturity will increase to 3.5 years.
1
13
Annual Report 2012/13
Operations Review
Acquisitions
FY 2012/13 saw MCT complete its maiden
acquisition, Mapletree Anson, a premium
office building in the Central Business District
(CBD) with Grade-A building specifications
and accredited with the BCA Green Mark
(Platinum) for its environmentally sustainable
features. The IPO Forecast did not include any
assumptions on acquisitions by MCT.
On 23 January 2013, the acquisition of
Mapletree Anson was approved at an
Extraordinary General Meeting of MCTs
Unitholders. The acquisition was completed
on 4 February 2013 and the acquisition and
related costs were financed through an equity
private placement of 192.3 million new Units
to raise S$225 million, and S$461.8 million in
bank borrowings.
This acquisition fits into the Managers
investment strategy of investing on a longterm basis in a diversified portfolio of incomeproducing real estate in Singapore used
primarily for office and/or retail purposes while
providing Unitholders with an attractive rate of
return through regular and stable distributions
and long-term growth in DPU and NAV per
unit. The acquisition has increased MCTs total
assets by 22% from S$3.1 billion to S$3.8
billion (based on the valuation of the assets
14
Mapletree Commercial Trust
Retention Rate
(by NLA)
Uplift in
Fixed Rents1
Retail
213
83.0%
33.1%2
Office
10
65.2%
44.3%
Based on average of the fixed rents over the lease period of the new/renewed leases (including leases with more
than 3 years tenure) divided by the preceding fixed rents of the expiring leases.
Includes new/renewed leases with relatively higher proportion of fixed rents and the effect from units subdivided
and/or amalgamated.
3
4
5
1
2
99.7%
As at
31 March 2012
As at
31 March 2013
98.1%
99.0%2
50.3%
80.4%3
99.7%
94.3%
97.5%
100.0%
100.0%
100.0%
92.5%
92.6%
95.7%4
99.4%5
95.1%
95.1%
97.9%
MCT Portfolio
98.0%
94.6%
97.7%
15
Annual Report 2012/13
Operations Review
17.9%
12.4%
No. of Leases
FY 2013/14
FY 2014/15
FY 2015/16
FY 2016/17
FY 2017/18
& Beyond
117
133
158
35
Tenant Profile
MCT has enlarged its portfolio over
FY 2012/13 with the acquisition of Mapletree
Anson, increasing its tenant base to 451 leases
across the four assets. MCTs top 10 tenants
contributed 26.0% of Gross Rental Revenue
for the month of March 2013. With both
retail and office assets, MCTs tenants come
from a wide variety of trade sectors providing
good diversification. No single trade segment
accounted for more than 20.1% of Gross
Rental Revenue.
No. of Leases
VivoCity
324
MLHF
PSAB
112
Mapletree Anson
14
Total
451
16
Mapletree Commercial Trust
Tenant
% of
Gross
Rental
Income
Sector
Trade Sector
Office
6.7%
Retail
Hypermart, Convenience
3.1%
Office
Shipping Transport
3.0%
Retail
Departmental Store
2.5%
Office
Insurance
2.2%
Office
2.2%
Retail
Entertainment
1.8%
Retail
Lifestyle
1.5%
Retail
Fashion / Sports
1.5%
Retail
1.5%
Total
26.0%
17
Annual Report 2012/13
Portfolio Overview
We
st
Co
ast
Hig
hw
ay
MRT:
Circle Line
East-West Line
MRT Station
North-East Line
North-South Line
18
Mapletree Commercial Trust
HarbourFront Precinct
HarbourFront Precinct, which spans approximately 24 hectares
along Singapores southern waterfront, is a thriving business
and lifestyle hub and a quality office location close to the CBD.
It is located at the foothills of Mount Faber Park and extends to
Singapores southern coast overlooking Sentosa Island.
Alexandra Precinct
Alexandra Precinct, which spans approximately 13.5 hectares,
is a high quality, fringe CBD office location catering to a
wide range of office and business uses. It offers existing and
prospective tenants an alternative location to the CBD, complete
with a comprehensive range of modern conveniences and
amenities. It is located in the Queenstown Planning Area beside
Alexandra and Telok Blangah Roads and is about a 10-minute
drive from the CBD.
Dhoby Ghaut
ah
aj
re
ss
w
rR
ay
e
Ay
Ce
ay
nt
sw
ra
lE
es
pr
xp
Ex
Pasir Panjang
City Hall
CBD
Alexandra
Precinct
Raffles Place
Outram Park
Tanjong Pagar
PSAB
Mapletree Anson
Mount Faber
Labrador Park
East Coast Parkway
Telok Blangah
HarbourFront
MLHF
VivoCity
HarbourFront
Precinct
Resorts
World
Sentosa
Sentosa
19
Annual Report 2012/13
Portfolio Overview
20
Mapletree Commercial Trust
VivoCity
Property Information
Description
1,038,976
Number of Leases
324
2,179
Title
Gross Revenue
S$158.3 million
S$110.4 million
Market Valuation
(as at 31 March 2013)
S$2,183 million
Occupancy
99.0%
Key Tenants
21
Annual Report 2012/13
Portfolio Overview
Retail Performance
Shopper Traffic at VivoCity has grown 3.0%
year on year to reach 53.2 million shoppers
for the year ended 31 March 2013. VivoCity
continues to benefit from the developments
in the vicinity. Sentosa has established itself
as a successful family and lifestyle destination.
The areas around VivoCity also saw numerous
new and completed residential developments,
increasing the residential catchment in the area.
The strength of tenant mix and VivoCitys
positioning as a destination coupled with
+3.0%
+3.7%
858.11
53.2
827.5
51.6
1 April 2011 to
31 March 2012
1 April 2012 to
31 March 2013
1 April 2011 to
31 March 2012
1 April 2012 to
31 March 20132
22
Mapletree Commercial Trust
New Concepts
& Brands at
VivoCity
23
Portfolio Overview
Leasing Update
VivoCity had started FY 2012/13 with 213 leases,
representing 45.3% of Gross Rental Revenue,
expiring in that year, with the vast majority in the
third quarter. Therefore, aside from refreshing
the tenant mix at VivoCity, one of the leasing
objectives for FY 2012/13 was to reduce the
23.0%
20.2%
3.0%
No. of Leases
FY 2013/14
FY 2014/15
FY 2015/16
FY 2016/17
FY 2017/18
& Beyond
99
77
119
27
24
Mapletree Commercial Trust
Distinctly
VivoCity
Exciting & large-scale events
25
Annual Report 2012/13
Portfolio Overview
216,561 sq ft
Number of Leases
93
Title
Gross Revenue
S$16.8 million
SS$12.9 million
Market Valuation
(as at 31 March 2013)
S$313.6 million
Purchase Price
S$311 million
Date of Purchase
27 April 2011
Occupancy
100%
Key Tenant
26
Mapletree Commercial Trust
27
Annual Report 2012/13
Portfolio Overview
PSA Building
Property Information
Description
Office : 430,114 sq ft
Number of Leases
112
749
Title
Gross Revenue
S$39.7 million
S$28.9 million
Market Valuation
(as at 31 March 2013)
S$647.6 million
Purchase Price
S$477.2 million
Date of Purchase
27 April 2011
Occupancy
Office : 95.7%
Key Tenants
Retail : 89,662 sq ft
Retail : 80.4%
Total : 93.1%
28
Mapletree Commercial Trust
29
Annual Report 2012/13
Portfolio Overview
23.2%
19.5%
13.9%
4.0%
No. of Leases
FY 2013/14
FY 2014/15
FY 2015/16
FY 2016/17
FY 2017/18
& Beyond
16
53
33
Shipping Transport
Government Related Agencies
7.1% Real Estate
6.4% Trading
3.3% Banking & Financial Services
2.8% Energy
2.2% Consumer Services
2.1% Pharmaceutical
1.6% IT Services & Consultancy
0.8% Insurance
11.7% Food & Beverage
1.7% Hypermart/Departmental Store
1.6% Beauty
7.1% Others
11.1%
30
Mapletree Commercial Trust
31
Annual Report 2012/13
Portfolio Overview
32
Mapletree Commercial Trust
Mapletree Anson
Property Information
Description
331,713 sq ft
Number of Leases
14
80
Title
Gross Revenue
Market Valuation
(as at 31 March 2013)
S$687.0 million
Purchase Price
S$680.0 million
Date of Purchase
4 February 2013
Occupancy
99.4%
Key Tenants
33
Annual Report 2012/13
Portfolio Overview
29.4%
19.0%
6.7%
0.0%
No. of Leases
FY 2013/14
FY 2014/15
FY 2015/16
FY 2016/17
FY 2017/18
& Beyond
Insurance
Trading
17.3% Banking & Financial Services
15.1% IT Services & Consultancy
8.5% Real Estate
5.9% Energy
1.8% Others
32.4%
19.0%
34
Mapletree Commercial Trust
35
Annual Report 2012/13
753.8
3.02
170%
160%
35.0
150%
140%
30.0
130%
25.0
120%
110%
20.0
100%
15.0
90%
10.0
80%
70%
5.0
60%
40.0
MCT
28 Mar 13
28 Feb 13
31 Jan 13
31 Dec 12
30 Nov 12
31 Oct 12
30 Sep 12
31 Aug 12
31 Jul 12
30 Jun 12
31 May 12
30 Apr 12
50%
30 Mar 12
36
Mapletree Commercial Trust
170%
140.0
120.0
150%
140%
100.0
130%
120%
80.0
110%
60.0
100%
90%
40.0
80%
70%
20.0
160%
60%
0
MCT
27 Mar 13
27 Feb 13
27 Jan 13
27 Dec 12
27 Nov 12
27 Oct 12
27 Sep 12
27 Aug 12
27 Jul 12
27 Jun 12
27 May 12
27 Apr 12
27 Mar 12
27 Feb 12
27 Jan 12
27 Dec 11
27 Nov 11
27 Oct 11
27 Sep 11
27 Aug 11
27 Jul 11
27 Jun 11
27 May 11
50%
27 Apr 11
37
Annual Report 2012/13
14
12
10
4
2
-2
2005
2006
GDP (LHA)
2007
2008
2009
2010
2011
2012
2013
2014
2015
-1
38
Mapletree Commercial Trust
Both Tanjong Pagar and Alexandra/HarbourFront micromarkets remain tight on new supply with no recent
completions. In Tanjong Pagar the last developments were
Twenty Anson (completed in Q4 2009) and Mapletree
Anson (completed in Q3 2009). The last completion in
the Alexandra/HarbourFront micro-market was the office
component of Mapletree Business City (completed in
Q2 2010).
Potential Supply
Over the next four years (Q2 2013 Q4 2016 inclusive),
an approximate 8.96 million sf of office space is expected
to be delivered island-wide. The potential office supply is
evenly distributed over time and geography. 37.5% of future
supply is expected to be Grade A (located in CBD) while
34.9% and 27.6% will be from the CBD (non-Grade A) and
Rest of the Island markets respectively.
2013
Core CBD
2014
Fringe CBD
Decentralised
2015
2016
For the confidentiality reasons CBRE cannot provide the full list of buildings in the particular baskets but to name a few key projects.
1
The Tanjong Pagar basket of properties consists of 23 buildings that total 4.7 million sf, none of which is classified as Grade A. The key projects are 79 Anson
Road, Keppel Towers, Axa Tower, Mapletree Anson and Twenty Anson among others.
2
The Alexandra/HarbourFront basket of properties consists of 12 buildings that total 3.5 million sf, none of which is classified as Grade A. The key projects
are HarbourFront Tower 1 and 2, Keppel Bay Tower, HarbourFront Centre and PSA Building among others.
3
Net new supply is calculated as a sum of new completions, demolitions and conversions.
39
Annual Report 2012/13
2.2 Demand
In 2012 and early 2013, office demand was diverse with
occupiers from a wide variety of industries relocating or
expanding. Office space has been mostly taken up by
commodity and energy companies, maritime, insurance,
legal and professional services companies. Diversification
has also taken place in terms of nationalities. It was reported
that there have been more Japanese services firms setting
up in Singapore. According to the Singapore Economic
Development Board, there were 29 new Japanese companies
registrations in 2012 as compared to only six in 2008.
12%
10%
1,500
8%
1,000
6%
4%
500
2%
0%
-2%
-500
-4%
-1,000
-6%
-1,500
New Absorption
Q1 2013
Q4 2012
Q3 2012
Q2 2012
Q1 2012
Q4 2011
Q3 2011
Q2 2011
Q1 2011
Q4 2010
Q3 2010
Q2 2010
Q1 2010
Q4 2009
Q3 2009
Q2 2009
Q1 2009
Q4 2008
Q3 2008
Q2 2008
Q1 2008
-8%
40
Mapletree Commercial Trust
Islandwide
Alexandra/Harbourfront
Tanjong Pagar
Q1 2013
Q4 2012
Q3 2012
Q2 2012
Q1 2012
Q4 2011
Q3 2011
Q2 2011
Q1 2011
Q4 2010
Q3 2010
Q2 2010
Q1 2010
Q4 2009
Q3 2009
Q2 2009
Q1 2009
Q4 2008
Q3 2008
Q2 2008
Q1 2008
20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
41
Annual Report 2012/13
2.4 Rents
Whilst occupier demand has surprised the market on the
upside, it was not sufficient to avert rental corrections.
Office rents have been declining for six consecutive quarters;
however, the pace decelerated over the last few quarters.
All in all, average Grade A rent has corrected by 13.7% since
the peak in Q3 2011 while the Grade B office rental correction
was much less pronounced with average rent declining
by 3.7%.
11 Peak
to Now
Y-o-Y
Grade A
S$9.55
-13.7%
-9.9%
-0.3%
Grade B Island-wide
S$7.10
-3.7%
2.1%
-0.1%
Q-o-Q
Tanjong Pagar
S$6.92
2.5%
-1.4%
-0.6%
Alexandra/HarbourFront
S$6.94
-0.8%
-0.4%
-0.2%
Source: CBRE Research
Office Rents
(in S$ psf/month)
20
250
18
16
200
14
12
150
10
8
100
6
4
50
2
0
Grade A
Alexandra/Harbourfront
Tanjong Pagar
Grade B Island-wide
Q1 2013
Q4 2012
Q3 2012
Q2 2012
Q1 2012
Q4 2011
Q3 2011
Q2 2011
Q1 2011
Q4 2010
Q3 2010
Q2 2010
Q1 2010
Q4 2009
Q3 2009
Q2 2009
Q1 2009
Q4 2008
Q3 2008
Q2 2008
Q1 2008
42
Mapletree Commercial Trust
After 2009, the bulk of the retail supply has come from
outside the prime area of Orchard. This includes Marina
Bay Shoppes (800,000 sf) and Resorts World Sentosa
(330,000 sf) as well as nex (600,000 sf). Other notable malls
completed outside Orchard include Rochester Mall (95,300
sf), Changi City Point (207,400 sf) and the convenience
centre Alexandra Retail Centre (89,600 sf). Most recently,
several landlords have embarked on asset enhancement
initiatives (AEI) on their assets in order to keep up with new
trends.
43
Annual Report 2012/13
Potential Supply
Based on data tracked by CBRE, the projected island-wide
retail supply (Q2 2013 to Q4 2017 inclusive) is approximately
5.65 million sf. The significant majority of potential supply is
expected in 2013 and 2014; while geographically much of
the new space is located in suburban locations.
Come 2015, projects with retail space sold on a stratatitled basis will dominate the supply. These projects include
Altez (18,600 sf), Eon Shenton (5,200 sf), Park Hotel
Alexandra (46,450 sf), Centropod @ Changi (18,300 sf),
The Promenade @ Pelikat (83,400 sf) & The Commerz @
Irving (36,000 sf). Two major suburban retail projects include
Waterway Point (370,000 sf) and Big Box (329,000 sf); while
South Beach (85,500 sf) will add to the Downtown Core
sub-market supply.
2014
2013
Orchard Road
Downtown Core
Rest of Central
2015
Fringe Area
Suburban
2016
44
Mapletree Commercial Trust
3.2 Demand
Supported by positive indicators of consumer spending
and healthy visitor arrivals in 2012, retail occupier demand
continued to grow especially from the fast fashion and food
& beverage (F&B) industries. European retailers continued
to be a major player in the Orchard Road retail scene, with
Korean and Japanese brands following suit. While such
potential tenants continued to seek large and flexible retail
floor plates, majority of the new F&B outlets are located in
non-shopping mall lifestyle destinations as well as in niche
shop-house locations.
160
14,000,000
140
12,000,000
120
10,000,000
100
8,000,000
80
6,000,000
60
4,000,000
40
2,000,000
20
0
2005
2006
Tourist arrival
2007
2008
2009
2010
2011
2012
45
Annual Report 2012/13
8%
600
6%
400
4%
200
2%
0%
New Absorption
Q1 2013
Q4 2012
Q3 2012
Q2 2012
Q1 2012
Q4 2011
Q3 2011
Q2 2011
Q1 2011
Q4 2010
Q3 2010
Q2 2010
Q1 2010
Q4 2009
Q3 2009
Q2 2009
Q1 2009
Q4 2008
-4%
Q3 2008
-400
Q2 2008
-2%
Q1 2008
-200
3.3 Rents
Relatively subdued nominal retail sales have weighed down
the rental market. To boost activity, there has been a series
of asset enhancement initiatives undertaken by several
of the large Orchard Road malls in the last two years.
In addition, ION Orchard, Orchard Central and 313 Orchard
have taken advantage of their lease renewal period since
their commencement to reposition themselves in the market.
As a result of renewals, the average rents for prime Orchard
Road has risen by 1.9% q-o-q to reach $32.20 psf/month
in Q1 2013. This is after nine months of static rents in this
market. For the past 12 months, average prime Suburban
rents stayed at $29.75 psf/month.
46
Mapletree Commercial Trust
140
45
120
40
100
35
30
80
25
20
60
15
40
10
20
Orchard Road
Suburban
Qualifying Clause
This Report is subject to the following limiting conditions:
Q1 2013
Q4 2012
Q3 2012
Q2 2012
Q1 2012
Q4 2011
Q3 2011
Q2 2011
Q1 2011
Q4 2010
Q3 2010
Q2 2010
Q1 2010
Q4 2009
Q3 2009
Q2 2009
Q1 2009
Q4 2008
Q3 2008
Q2 2008
Q1 2008
47
Annual Report 2012/13
Unitholders
Ownership of Units
Management
Services
Manager
Management Fees
Mapletree
Commercial
Trust
Ownership of Assets
Property
Management
Services
Property
Manager
Property
Management Fees
Distributions
Trustees Fees
Trustee
Acts on behalf
of Unitholders
VivoCity
MLHF
PSAB
Mapletree Anson
48
Mapletree Commercial Trust
Organisation Structure
Board of Directors
Mr Tsang Yam Pui (Chairman and Non-Executive Director)
Ms Seah Bee Eng @ Jennifer Loh (Independent Director)
Mr Michael George William Barclay (Independent Director)
Mr Samuel N. Tsien (Independent Director)
Mr Tan Chee Meng (Independent Director)
Mr Hiew Yoon Khong (Non-Executive Director)
Mr Wong Mun Hoong (Non-Executive Director)
Ms Amy Ng Lee Hoon (Executive Director and Chief Executive Officer)
Co-Head,
Asset Management/
Investments
Director,
Investor Relations
Mr Koh Wee Leong
49
Annual Report 2012/13
Strategy
Key Strategies
Disciplined
Capital and Risk
Management
commercial
Value Creation
through
Active Asset
Management
Acquisition Growth
Key Objectives
The Managers key objectives are to provide
unitholders of MCT with an attractive rate of
return through regular and stable distributions
and to achieve long-term growth in distribution
per unit and net asset value per unit, while
maintaining an appropriate capital structure
for MCT.
Value Creation through
Active Asset Management
The Managers strategy for organic growth is to
actively manage the portfolio and foster strong
relationships with tenants. Through such active
asset management, the Manager seeks to
maintain high tenant retention and occupancy
levels and achieve stable rental growth.
The Manager will also seek to improve
efficiency and reduce costs through various
aspects of its operations.
50
Mapletree Commercial Trust
Acquisition Growth
The Manager will pursue opportunities for asset
acquisitions that will provide attractive cash
flows and yields relative to MCTs weighted
average cost of capital, and opportunities for
future income and capital growth.
In evaluating acquisition opportunities for
MCT, the Manager will focus primarily on the
following investment criteria:
Yield thresholds;
Location;
Asset enhancement potential;
51
Annual Report 2012/13
Board of Directors
Samuel N. Tsien
Independent Director
52
Mapletree Commercial Trust
53
Annual Report 2012/13
Board of Directors
54
Mapletree Commercial Trust
Samuel N. Tsien
Independent Director
55
Annual Report 2012/13
Board of Directors
56
Mapletree Commercial Trust
57
Annual Report 2012/13
Management Team
58
Mapletree Commercial Trust
59
Annual Report 2012/13
Management Team
Finance Team
The Finance team is responsible for the
financial, accounting and management
reporting of the MCT Group and its portfolio
of assets as well as tax and treasury matters
including the implementation of an appropriate
capital management strategy for MCT.
60
Mapletree Commercial Trust
Seet Li Nah
Senior Manager, Finance
Ms Seet Li Nah is the Senior Manager, Finance
of MCT.
Prior to joining the Manager, Ms Seet worked
in Straits Trading Company Limited as AVP,
Finance Groups reporting division. Ms Seet
has over 17 years of experience in financial
and management reporting and project
management working for Millennium &
Copthorne International Limited, Yeo Hiap
Seng Limited and other organisations.
M s S e e t h o l d s a A C C A p ro f e s s i o n a l
qualification. She is also a non-practising
member of the Institute of Certified Public
Accountants in Singapore.
61
Annual Report 2012/13
Management Team
Michelle Lam
Manager, Investments & Asset Management
Ms Michelle Lam is the Manager, Investments
& Asset Management of the Manager,
having joined the team in 2012.
Prior to joining the Manager, Michelle held
asset management and property tax positions
under the Sponsors Singapore Commercial
Business Unit where she was responsible for
asset management and property tax, Mapletree
Logistics and Mapletree Industrial Business
Units in Singapore. Michelle holds a Bachelor of
Science degree (Real Estate) from the University
of Reading, UK.
62
Mapletree Commercial Trust
Phang Yi Liang
Manager, Asset Management
63
Annual Report 2012/13
Left page.
Standing from left to right:
Angela Keng, Director, Marketing
Lilian Chin, Senior Manager, Lease Management
Chay Pui Leng, Vice President, Marketing
Sharon Cheng, Manager, Lease Management
Seated from left to right:
Jacqueline Hegan Tan, Manager, Marketing Communications
Adelyn Tan, Manager, Marketing
Chang Yeng Cheong, Deputy Head, Marketing Communications
Pauline Loh, Senior Manager, Marketing
Jaylyn Ong, Deputy Head, Retail Marketing
64
Mapletree Commercial Trust
Right page.
Standing from left to right:
Abdul Kalam bin Muhamed, Senior Manager, Property Management
Lim Woon Yong, Manager, Marketing Communications
Sun Whye Yuen, Manager, Tenancy Design
Joanna Lee, Head, Retail Management
Seated from left to right:
Lau Siew Heh, Director, Development Management
Ricky Soh, Manager, Property Management
Gilbert Tan, Director, Property Management
Ivan Lek, Manager, Property Management
Joseph Goh, Vice President, Development Management
65
Annual Report 2012/13
Sustainability Report
66
Mapletree Commercial Trust
2
It also includes a VivoCity tour that highlights
key amenities, facilities and unique features.
Each participant of the workshop is given a
Service Excellence handbook which provides
practical tips and real-life examples of handling
customers. The handbook was created with
input from tenants employees and staff of
VivoCitys Centre Management Office.
Additional training for the tenants is also
conducted where there is a specific need.
With the Lemon Law taking effect in
Singapore from 1 September 2012, the Manager
arranged for a seminar to educate the tenants
at VivoCity. Mr Raymond Fong from the
Singapore Institute of Retail Studies was invited
to conduct a briefing on the Lemon Law,
good business practices and, more importantly,
how to manage customers feedback and
complaints effectively.
As part of tenant engagement, regular
networking sessions are also conducted
with MCTs tenants. This provides a valuable
source of feedback to the Manager on its
performance as a landlord and also enables
more interaction between landlord and tenant.
Some networking events held in the past
year include:
VivoCitys 6th Anniversary Celebration
Regular lunches with key and anchor tenants
Contributing to a Better Society
The Manager believes that philanthropy and
giving should go beyond financial contributions
and includes having the benefits of a
companys core business activities accrue to
local communities. Being retail malls, VivoCity
and ARC enjoy healthy shopper traffic and are
ideal platforms to increase the visibility and
impact of social initiatives. In the past year,
VivoCity and ARC have supported a number of
meaningful causes, including:
3
Singapore-China Chinese Calligraphy
Exhibition/COLOURS of Chinese
Calligraphy Event (July 2012)
Organised by Golden Compass International
School Pte Ltd, the Singapore China Chinese
Calligraphy Exhibition aims to promote the
use of proper Mandarin and to develop
Singaporeans appreciation for Eastern Arts.
The exhibition also provided a platform for
cultural exchange between students from
Singapore and China.
1 Singapore-China Chinese
Calligraphy Exhibition/
COLOURS of Chinese
Calligraphy Event
2 Hair For Hope 2012
3 Cluster West 6 Montage
Youth Blast 2012
67
Annual Report 2012/13
Sustainability Report
1
Celebration of Drums (September 2012)
The Celebration of Drums, organised under
the National Arts Councils Arts For All
Programme, aimed to inspire the community
to participate in the percussive arts.
Back Against The World Brandon Lee
(October 2012)
This performance was presented by SPH Gift of
Music and provided an additional platform to
our local talent to showcase his ability.
Batik Painting Exhibition by Community
Chest (November 2012)
To raise funds for Community Chest, 70 school
principals took up batik paintings. Their end
products were exhibited at the South Avenue
of VivoCity. All proceeds from the sale of the
principals batik paintings were donated to
Community Chest to help the less fortunate in
the community.
World Vision Tree of Life (November to
December 2012)
World Vision is a global community of people
dedicated to improving the lives and futures
of the worlds most vulnerable children.
Every year, World Vision organises the Tree of
Life campaign, so as to motivate the public to
help communities in extreme poverty by giving
life-changing gifts and sponsoring children.
be Movement Roadshow (December 2012)
be Movement is a social enterprise set up to
inspire people to-be, and to help other social
enterprises and non-profit organisations raise
awareness for their social causes and to sell
their products. Roadshows were held at both
VivoCity and ARC.
Shaping and Sharing
The Sponsors corporate programme Shaping
and Sharing continues to align its Corporate
Social Responsibility (CSR) efforts with its
business direction. The programme focuses
68
Mapletree Commercial Trust
2
Through staff involvement and engagement,
The Manger and its Sponsor will continually
strive to achieve an all-encompassing
sustainability programme they make a positive
impact on the communities we operate in.
EMPLOYEE ENGAGEMENT
People Development
The Manager recognises that human capital is
its greatest asset and has leveraged upon the
capabilities of its Sponsor. The Sponsor has put
in place various initiatives to ensure that its
human capital continues to drive its success.
These initiatives emphasise the development
of staff capabilities, the promotion of staff
engagement and a good work life balance to
maintain an effective workplace.
Numerous workshops and seminars were
conducted by in-house experts, business
partners and external consultants. Through the
resources of its Sponsor, the Manager was able
to train and equip staff with relevant knowledge
and skills through a number of training and
development initiatives:
Leadership Programmes
Cornerstone leadership programmes were
launched to improve managerial calibre.
The Leadership Foundation Programme was
introduced as a key element in the early stage
of a managers career at Mapletree, whilst the
Leadership Excellence Programme targeted
staff in middle management.
Mentoring Programme
A pilot programme implemented by the Group
CEO to mentor a group of young managers
on ways to better manage their careers was
introduced in the second half of the financial year.
The programme highlighted the importance
of shaping the right mindset and attitude and
learning to respond decisively in dynamic work
situations.
3
Technical Skills Programmes
The Mapletree Investment Training Programme
(developed with a US-based corporate
consultant) was developed and customised to
the Groups business model and strategies. The
programme consolidates the overall investment
processes of Mapletree, its risk management
framework and the key drivers in the real estate
value chain. Participants had the opportunity
to work on in-house case studies and lively
workgroup discussions, giving the participants
the opportunity to deepen their understanding
and learn from their peers.
1 Celebration of Drums
2 In-house training for employees
3 Mapletree Futsal Challenge
69
Annual Report 2012/13
Investor Relations
The Manager places top priority on providing
accurate and timely information to Unitholders,
fund managers, analysts, media and the
general public. Various avenues and modes
of communications are maintained to ensure
regular and frequent interactions with
stakeholders.
Announcements, press releases, investor
presentations, and other general information
are regularly updated and easily available on
MCTs website. Investors and the general public
can also sign up to MCT electronic mailing list
to receive email notifications of any updates.
All news releases and legal announcements are
also made available on the SGX-ST website.
The Manager conducts one-on-one meetings
and property tours as well as participates in
investor conferences. To extend the reach
to investors globally, the Manager has also
participated in roadshows to Hong Kong.
Through these avenues, the Manager has met
with over 250 existing and potential investors
in FY 2012/13.
Research Coverage
Citigroup
CIMB
DBS Vickers
Deutsche Bank
Goldman Sachs
The Hong Kong and
Shanghai Banking Corporation
J.P. Morgan
Religare Capital Markets
Standard Chartered Bank
70
Mapletree Commercial Trust
Financial Calendar
1 April 2012 to 31 March 2013 (FY 2012/13)
25 July 2012
29 August 2012
25 October 2012
27 November 2012
24 January 2013
27 February 2013
22 April 2013
27 May 2013
September 2013
October 2013
November 2013
January 2014
March 2014
April 2014
May 2014
Unitholder Enquiries
If you have any enquiries or would like to find out more about MCT, please contact:
The Manager
Mr Koh Wee Leong
Investor Relations
Tel: +65 6377 6111
Fax: +65 6376 2168
Email: enquiry_mct@mapletree.com.sg
Website: www.mapletreecommercialtrust.com.sg
Unit Registrar
Boardroom Corporate &
Advisory Services Pte Ltd.
50 Raffles Place #32-01
Singapore Land Tower
Singapore 048623
Tel: +65 6536 5355
Fax: +65 6536 1360
Unitholder Depository
For unitholding account-related matters
such as change of details and history
unitholding records, please contact:
The Central Depository (Pte) Limited
4 Shenton Way
#02-01 SGX Centre 2
Singapore 068807
Tel: +65 6535 7511
Fax: +65 6535 0775
Website: www.sgx.com/wps/portal/sgxweb/home/depository
71
Annual Report 2012/13
Risk Management
72
Mapletree Commercial Trust
Credit Risks
Credit risks are mitigated from the outset by
conducting tenant credit assessment during
the investment stage prior to acquisition.
For new and sizeable leases, credit assessments
of prospective tenants are undertaken prior to
signing of lease agreements. On an ongoing
basis, tenant credit is closely monitored by the
Managers asset management team and arrears
are managed by the Managers Credit Control
Committee which meets weekly to review
debtor balances.
To further mitigate risks, security deposits in
the form of cash or bankers guarantees are
collected from prospective tenants prior to
commencement of leases.
Financial Market Risks
Financial market risks and capital structure are
closely monitored and actively managed by the
Manager and reported quarterly to the Board.
At the portfolio level, the risk impact of
interest rate volatility on value is quantified,
monitored and reported quarterly using the
VaR methodology. Refinancing risk is also
quantified and included in VaR, taking into
account the concentration of the loan maturity
profile and credit spread volatilities.
MCT hedges its portfolio exposure to interest
rate volatility arising from its floating rate
borrowings by way of interest rate swaps and
caps. As at 31 March 2013, about 70% of
MCTs debts were hedged or drawn on fixed
rate basis. Following the end of the financial
year, MCT had entered into additional interest
rate swaps, resulting in 74.5% of MCTs debts
being hedged or drawn on fixed rate basis.
Liquidity Risks
The Manager actively monitors MCTs cash
flow position and requirements so as to ensure
sufficient liquid reserves to fund operations and
meet any short term obligations (see Capital
Management section on page 12). In addition,
the Manager actively tracks and monitors bank
concentration risks to ensure that MCT has
a well-diversified funding base. The limit on
total borrowings is observed and monitored
to ensure compliance with Appendix 6 of the
Code on Collective Investment Schemes
(the Property Funds Appendix) issued by the
Monetary Authority of Singapore.
Investment Risks
All investment proposals are subject to vigorous
scrutiny by the Board (or delegated to the
Management Committee) based on relevant
investment criteria including, but not limited
to yield accretion, property, location, building
specifications, quality of customer base,
lease structure and internal rate of return.
The risks arising from investment activities are
managed through a rigorous and disciplined
investment approach, particularly in the area
of asset evaluation and pricing. All acquisitions
have to be yield accretive and meet MCTs
internal return requirement. Sensitivity analysis
is also performed for each acquisition on all
key project variables to test the robustness of
the assumptions used. Significant acquisitions
are further subject to independent review by
the Sponsors risk management team and
the findings are included in the Investment
Proposal submitted to the Managers Board for
approval.
On receiving the Boards or Management
Committees approval, the investment
proposals are then submitted to the Trustee,
who is the final approving authority for all
investment decisions.
The Trustee also monitors the compliance of the
Managers executed investment transactions
with the restrictions and requirements of the
listing manual of the Singapore Exchange
Securities Trading Limited, MASs Property Funds
Appendix and the provisions in the Trust Deed.
73
Mapletree Commercial Trust
Corporate Governance
The revised Code will take effect in respect of annual reports relating to financial years commencing from 1 November 2012, except the following changes:
(a) Board composition changes should be made at the annual general meetings (AGMs) following the end of the relevant financial year; and
(b) The requirement for independent directors to make up at least half of the board in specified circumstances (Guideline 2.2 of the revised Code) should
be made at the AGMs following the end of the financial year commencing on or after 1 May 2016.
74
Mapletree Commercial Trust
Board
Board Members
Membership
N.A.1
Mr Samuel N. Tsien
(Appointed on 29 March 2011)
Independent Director
N.A.1
Non-Executive Director
N.A.1
Non-Executive Director
52
52
Note:
1
N.A. means not applicable.
2
Attendance was by invitation.
75
Annual Report 2012/13
Corporate Governance
76
Mapletree Commercial Trust
Board Performance
Principle 5: Formal assessment of the effectiveness of
the board
Our Policy and Practices
The Manager applies the principle that the Boards
performance is ultimately reflected in the performance of
the Manager and the Group. The Manager conducted a
formal assessment of the Boards and the ACs performance
in FY 2011/12 and will conduct another such assessment
in the next financial year. The assessment is conducted by
way of a confidential survey questionnaire and thereafter
the results of the survey are evaluated by the Board.
77
Annual Report 2012/13
Corporate Governance
78
Mapletree Commercial Trust
Membership
FY2012/13
S$135,0001
S$85,000
Mr Michael George
William Barclay
S$72,5002
Mr Samuel N. Tsien
S$72,500
S$50,000
Independent Director
Non-Executive Director
Nil
Non-Executive Director
Nil
Nil
Notes:
1
This includes attendance fees for Mr Tsang being a foreign director.
2
The directors fees payable to Mr Michael George William Barclay is paid to the Directorship & Consultancy Appointments Council.
Operating Structure
The Manager has a defined operating structure with lines of
responsibility and delegated authority, as well as reporting
mechanisms to Senior Management and the Board.
This structure includes certain functions, such as Human
Resources, Information Technology, Internal Audit, Legal and
Risk Management, which are outsourced to the Sponsor.
Internal Controls
Principle 11: Sound system of internal controls
79
Annual Report 2012/13
Corporate Governance
Financial Reporting
The Board is regularly updated on the Groups financial
performance via quarterly reports. These reports provide
explanations for significant variances of financial
performance and updated full year forecast, in comparison
with budgets and financial performance of corresponding
periods in the preceding year. In addition, the Board is
provided with quarterly updates on key operational activities.
A management representation letter is provided in
connection with the preparation of the Groups financial
statements presented to the AC and Board quarterly.
The representation letter is supported by declarations made
individually by the various Heads of Department. Compliance
checklists on announcement of financial statements, which
are required for submission to the SGX-ST, are reviewed and
confirmed by the Chief Financial Officer (CFO).
The Groups financial results are reported to Unitholders
quarterly in accordance with the requirements of the SGX-ST.
These results announcements provide analysis of significant
variances in financial performance and commentary on
the industrys competitive conditions in which the Group
operates and any known factors or events that may affect
the Group in the next reporting period and the next
12 months.
Detailed disclosure and analysis of the full year financial
performance of the Group are in the Annual Report.
80
Mapletree Commercial Trust
Corporate Governance
82
Mapletree Commercial Trust
83
Annual Report 2012/13
Corporate Governance
84
Mapletree Commercial Trust
Financial Statements
Contents
86
87
88
89
90
91
92
93
94
96
Distribution Statements
Consolidated Statement of Cash Flows
Statements of Changes in Unitholders Funds
Portfolio Statement
Notes to the Financial Statements
85
00
Annual Report2012/13
Report 2012/13
DBS Trustee Limited (the Trustee) is under a duty to take into custody and hold the assets of Mapletree Commercial Trust
(MCT) and its subsidiary (the Group) in trust for the holders of units in MCT (Unitholders). In accordance with the
Securities and Futures Act (Cap. 289), its subsidiary legislation and the Code on Collective Investment Schemes (collectively
referred to as the laws and regulations), the Trustee shall monitor the activities of Mapletree Commercial Trust Management Ltd.
(the Manager) for compliance with the limitations imposed on the investment and borrowing powers as set out in the Trust Deed
dated 25 August 2005 (as amended) (the Trust Deed) between the Trustee and the Manager in each annual accounting period
and report thereon to Unitholders in an annual report which shall contain the matters prescribed by the laws and regulations as well
as the recommendations of the Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued
by the Institute of Certified Public Accountants of Singapore and the provisions of the Trust Deed.
To the best knowledge of the Trustee, the Manager has, in all material respects, managed MCT and the Group during the financial
year covered by these financial statements set out on pages 89 to 123, comprising the Balance Sheets and Portfolio Statement
of MCT and the Group as at 31 March 2013, the Statements of Total Return, Distribution Statements and Statements of Changes
in Unitholders Funds for MCT and the Group, the Consolidated Statement of Cash Flows for the Group and Notes to the Financial
Statements for the year then ended are in accordance with the limitations imposed on the investment and borrowing powers set
out in the Trust Deed, laws and regulations and otherwise in accordance with the provisions of the Trust Deed.
Jane Lim
Director
Singapore, 13 June 2013
86
Mapletree Commercial Trust
In the opinion of the directors of Mapletree Commercial Trust Management Ltd., the accompanying financial statements of
Mapletree Commercial Trust (MCT) and its subsidiary (the Group) as set out on pages 89 to 123, comprising the Balance Sheets
and Portfolio Statement of MCT and the Group as at 31 March 2013, the Statements of Total Return, Distribution Statements
and Statements of Changes in Unitholders Funds for MCT and the Group, the Consolidated Statement of Cash Flows for the Group
and Notes to the Financial Statements for the year then ended are drawn up so as to present fairly, in all material respects, the financial
position of MCT and of the Group as at 31 March 2013 and the total return, amount distributable, movements of Unitholders
funds of MCT and of the Group and consolidated cash flows of the Group for the financial year then ended in accordance with
the recommendations of Statement of Recommended Accounting Practice 7 Reporting Framework for Unit Trusts issued by the
Institute of Certified Public Accountants of Singapore. At the date of this statement, there are reasonable grounds to believe that
MCT will be able to meet its financial obligations as and when they materialise.
87
Annual Report 2012/13
PricewaterhouseCoopers LLP
Public Accountants and Certified Public Accountants
Singapore, 13 June 2013
88
Mapletree Commercial Trust
Group
Note
Gross revenue
Property operating expenses
3
4
2013
$000
219,480
(63,475)
MCT
2013
$000
219,480
(63,475)
2012
$000
186,991
(56,224)
16.36 16.36
24.01
89
Annual Report 2012/13
Balance Sheets
AS AT 31 MARCH 2013
Group
Note
2013
$000
MCT
2013
$000
2012
$000
ASSETS
Current assets
Cash and cash equivalents
9
47,153
47,153
49,816
Trade and other receivables
10
7,110
7,110
5,079
Other current assets
11
603
603
347
54,866
54,866
55,242
Non-current assets
Investment properties
12 3,831,200 3,831,200
2,944,900
Investment in subsidiary
13
-
*
3,831,200
3,831,200 2,944,900
1,625,208
1,625,208 1,155,710
2,194,844
2,194,839 1,780,037
19 2,067,734 2,067,734
1,866,033
90
Mapletree Commercial Trust
Distribution Statements
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013
Group
2013
$000
MCT
2013
$000
2012
$000
187,542
1,238,387
(28,999)
(28,710)
(28,904)
(31,191)
(11,282)
-
(1,105,145)
(17,798)
(24,824)
(26,620)
(129,086)
(1,174,387)
(129,086)
7,090
468
1,521
(432)
(196,529)
366
230
5,909
415
1,294
2,303
(120,248)
526
(187,286)
(109,801)
(187,291)
91
Annual Report 2012/13
Note
2013
$000
2012
$000
421,642
1
(6)
(208,920)
(120,248)
2,737
(143)
21,576
5,909
Change in working capital:
- Trade and other receivables
- Other current assets
- Trade and other payables
147,094
122,548
(2,056)
(15)
12,200
263
335
(29,294)
157,223
(678)
93,852
(12,831)
(689,796) (749,421)
2,241,500
(1,841,406)
(34,926)
1,540,977
(1,105,145)
(69,242)
(18,330)
47,153
49,816
The acquisition of investment properties include payments for assets and liabilities relating to the properties acquired in 2012.
92
Mapletree Commercial Trust
Group
MCT
2013
$000
2013
$000
2012
$000
OPERATIONS
Balance at beginning of year 173,801 173,801
926,546
Total return for the year
310,833
310,828
421,642
Distributions to private trust Unitholder
-
-
(1,105,145)
Distributions to public trust Unitholders
(129,086)
(129,086)
(69,242)
Balance at end of year 355,548 355,543
173,801
UNITHOLDERS CONTRIBUTION
Balance at beginning of year 1,614,596 1,614,596 100,000
Movement during the year
- Equity fund raising
225,000
225,000
- Issue of units on listing
-
-
1,540,977
- Managers management fees paid in units
6,736
6,736
4,256
- Acquisition fees paid in units
3,400
3,400
Issue expenses
(3,473)
(3,473)
(30,637)
Balance at end of year 1,846,259 1,846,259
1,614,596
HEDGING RESERVE
Balance at beginning of year (8,360) (8,360) 596
Changes in fair value
1,397
1,397
(8,956)
Balance at end of year
(6,963)
(6,963) (8,360)
93
Annual Report 2012/13
Portfolio Statement
AS AT 31 MARCH 2013
Acquisition
date
Property name
VivoCity
Purchase
price at
acquisition
$000
(2)
(2)
N.A
1,982,000
Term of
lease(1)
Remaining
term
of lease
99 years
83 years
1 Harbourfront Walk
VivoCity
Singapore
Location
99 years
83 years
2 Harbourfront Place
Bank of America
Merrill Lynch HarbourFront
Singapore
PSA Building
477,188 (4)
99 years
83 years
Mapletree Anson
680,000 (6)
99 years
93 years
60 Anson Road
Mapletree Anson
Singapore
Notes:
(1)
(2)
(3)
(4)
(5)
(6)
(7)
Investment properties comprise a portfolio of commercial buildings that are leased to related and non-related parties under operating leases.
The carrying amounts of the Singapore investment properties were based on independent valuations as at 31 March 2013 undertaken by DTZ. DTZ has
appropriate professional qualifications and experience in the location and category of the properties being valued. The valuations of the investment properties
were based on the income capitalisation method, discounted cash flow method and direct comparison method. The net movement in valuation has been taken
to the Statements of Total Return. It is the intention of Group and MCT to hold the investment properties for the long term.
94
Mapletree Commercial Trust
Gross
revenue for
the financial
year ended
31/03/2013
$000
Gross
revenue for
the financial
year ended
31/03/2012
$000
Occupancy
rate as at
31/03/2013
%
Occupancy
rate as at
31/03/2012
%
At
valuation
as at
31/03/2013
$000
At
valuation
as at
31/03/2012
$000
Percentage of
total
net assets
attributable to
Unitholders
as at
31/03/2013
%
158,267
144,701
99.0
98.1
2,183,000
2,029,000
99.5
114.0
16,753
14,493
100.0
100.0
313,600
313,500
14.3
17.6
39,709
27,797
93.1
85.3
647,600
602,400
29.5
33.8
4,751
219,480
- (7)
186,991
99.4
- (7)
687,000
- (7)
Percentage of
total
net assets
attributable to
Unitholders
as at
31/03/2012
%
31.3
- (7)
3,831,200
2,944,900
174.6
165.4
(1,636,356)
(1,164,863)
(74.6)
(65.4)
2,194,844
1,780,037
100.0
100.0
95
Annual Report 2012/13
These notes form an integral part of and should be read in conjunction with the accompanying financial statements.
1. GENERAL
Mapletree Commercial Trust (MCT) is a Singapore-domiciled private trust constituted pursuant to a Trust Deed dated
25 August 2005 (as amended) between Mapletree Investments Pte Ltd (as manager of the private trust) and VivoCity
Pte. Ltd. (as trustee of the private trust). The private trust was established to hold VivoCity, with the intention that it would
eventually be converted into a listed Real Estate Investment Trust.
An amending and restating deed dated 4 April 2011 was entered into and Mapletree Commercial Trust Management Ltd.
(the Manager) replaced Mapletree Investments Pte Ltd as manager of MCT and DBS Trustee Limited (the Trustee)
replaced VivoCity Pte. Ltd. as trustee of MCT. The Trust Deed (as amended) is governed by the laws of the Republic of Singapore.
MCT was formally admitted to the Official List of the Singapore Exchange Securities Trading Limited (SGX-ST) on 27 April
2011 (Listing Date) and was approved for inclusion under the Central Provident Fund (CPF) Investment Scheme on
18 March 2011. On Listing Date, MCT completed the acquisition of Bank of America Merrill Lynch HarbourFront (MLHF)
and PSA Building (PSAB).
On 4 February 2013, MCT acquired Mapletree Anson, a 19-storey premium office building located in the Singapores Central
Business District from MCTs Sponsor, Mapletree Investments Pte Ltd through its subsidiary, Mapletree Anson Pte. Ltd..
The principal activity of MCT is to invest in a diverse portfolio of properties with the primary objective of achieving an attractive
level of return from rental income and for long-term capital growth.
On 8 August 2012, MCT established a wholly-owned subsidiary incorporated in Singapore, Mapletree Commercial Trust Treasury
Company Pte. Ltd. (MCTTC) with an initial share capital of $2, in connection with the establishment of a $1,000,000,000
Multicurrency Medium Term Note Programme (the MTN Programme).
With the establishment of MCTTC, consolidated financial statements comprising MCT and its subsidiary (the Group)
which includes the Balance Sheets and Portfolio Statement as at 31 March 2013, the Statements of Total Return, Distribution
Statements, Statements of Changes in Unitholders Funds and Statement of Cash Flows for the financial year ended
31 March 2013 have been presented in addition to the financial statements of MCT with the exception of Statement of Cash
Flows where only consolidated numbers are presented. The comparative financial statements as at 31 March 2012 and for
the financial year ended 31 March 2012 comprise only MCT.
MCT has entered into several service agreements in relation to the management of MCT and its property operations. The fee
structures of these services are as follows:
(a)
Trustees fees
The Trustees fee shall not exceed 0.1% per annum of the value of all the assets of the Group (Deposited Property)
(subject to a minimum of $12,000 per month) or such higher percentage as may be fixed by an Extraordinary Resolution
of a meeting of Unitholders. The Trustees fees are payable monthly in arrears out of the Deposited Property of the Group.
The Trustee is also entitled to reimbursement of expenses (including a one-time inception fee of $50,000) incurred
in the performance of its duties under the Trust Deed.
Based on the current arrangement between the Manager and the Trustee, the Trustees fees are charged on a scaled
basis of up to 0.02% per annum of the value of the Deposited Property (subject to a minimum of $12,000 per month).
The Manager is entitled under the Trust Deed to receive the following remuneration:
(i)
a base fee not exceeding 0.25% per annum of the value of the Groups Deposited Property or such higher
percentage as may be approved by an Extraordinary Resolution of a meeting of Unitholders; and
(ii)
a performance fee of 4.0% per annum of the Groups net property income (NPI) or such higher percentage as
may be approved by an Extraordinary Resolution of a meeting of Unitholders.
The management fees payable to the Manager will be paid in the form of cash and/or units. The management fees
paid in cash and/or units are paid quarterly, in arrears. The Manager has elected to receive 50% of its management
fees in units and the balance in cash.
96
Mapletree Commercial Trust
1. GENERAL (contd)
(c)
an acquisition fee not exceeding 1.0% of the acquisition price of the real estate or real estate-related assets
acquired directly or indirectly, through one or more special purpose vehicles (SPVs) of MCT, pro-rated if applicable
to the proportion of MCTs interest. For the purpose of this acquisition fee, real estate-related assets include all
classes and types of securities relating to real estate; and
(ii)
a divestment fee not exceeding 0.5% of the sale price of the real estate or real estate-related assets disposed,
pro-rated if applicable to the proportion of MCTs interest. For the purpose of this divestment fee, real estaterelated assets include all classes and types of securities relating to real estate.
The acquisition and divestment fees will be paid in the form of cash and/or units and are payable as soon as
practicable after completion of the respective acquisition or disposal.
2.0% per annum of the NPI for the relevant property (calculated before accounting for the property
management fee in that financial period); and
0.5% per annum of the NPI for the relevant property (calculated before accounting for the property
management fee in that financial period) in lieu of leasing commissions otherwise payable to the Property
Manager and/or third party agents.
The property management fees are payable to the Property Manager in the form of cash.
(ii)
an opinion issued by an independent quantity surveyor, to be appointed by the Trustee upon recommendation
by the Manager, that the agreed project management fee is within market norms and reasonable range.
The project management fee is payable to the Property Manager in the form of cash.
2.
97
Annual Report 2012/13
2.
Trustees fees
Trustees fees are recognised on an accrual basis using the applicable formula stipulated in Note 1(a).
98
Mapletree Commercial Trust
2.
at the tax rates that are expected to apply when the related deferred income tax asset is realised or the deferred income
tax liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the balance
sheet date; and
(ii)
based on the tax consequence that will follow from the manner in which the Group expects, at the balance sheet date,
to recover or settle the carrying amounts of its assets and liabilities.
Current and deferred income taxes are recognised as income or expenses in the Statements of Total Return, except to the
extent that the tax arises from a transaction which is recognised directly in equity.
The Inland Revenue Authority of Singapore (IRAS) has issued a tax ruling on the taxation of MCT for the income earned
and expenditure incurred after its listing on the SGX-ST. Subject to meeting the terms and conditions of the tax rulings which
include a distribution of at least 90% of the taxable income of MCT, the Trustee will not be taxed on the portion of taxable
income of MCT that is distributed to Unitholders. Any portion of the taxable income that is not distributed to Unitholders will
be taxed on the Trustee. In the event that there are subsequent adjustments to the taxable income when the actual taxable
income of MCT is finally agreed with the IRAS, such adjustments are taken up as an adjustment to the taxable income for the
next distribution following the agreement with the IRAS.
Although MCT is not taxed on its taxable income distributed, the Trustee and the Manager are required to deduct income
tax at the applicable corporate tax rate from the distributions of such taxable income of MCT (i.e. which has not been taxed
in the hands of the Trustee) to certain Unitholders. The Trustee and the Manager will not deduct tax from the distributions
made out of MCTs taxable income to the extent that the beneficial Unitholder is:
The above tax transparency ruling does not apply to gains from sale of real properties. Such gains, if they are considered as
trading gains, are assessable to tax on the Trustee. Where the gains are capital gains, the Trustee will not be assessed to tax
and may distribute the gains without tax being deducted at source.
99
Annual Report 2012/13
2.
Consolidation
A subsidiary is an entity (including a special purpose entity) over which the Group has power to govern the
financial and operating policies so as to obtain benefits from its activities, generally accompanied by a shareholding
giving rise to a majority of the voting rights. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group controls another entity. A subsidiary
is consolidated from the date on which control is transferred to the Group. They are de-consolidated from the
date on which control ceases.
In preparing the consolidated financial statements, transactions, balances and unrealised gains on transactions
between group entities are eliminated. Unrealised losses are also eliminated but are considered an impairment
indicator of the asset transferred. Accounting policies of a subsidiary has been changed where necessary to ensure
consistency with the policies adopted by the Group.
(ii) Acquisitions
The acquisition method of accounting is used to account for business combinations by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets
transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also
includes the fair value of any contingent consideration arrangement and the fair value of any pre-existing equity
interest in the subsidiary.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values at the acquisition date.
On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree at the
date of acquisition either at fair value or at the non-controlling interests proportionate share of the acquirees
identifiable net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and
the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable
net assets acquired is recorded as goodwill.
(iii) Disposals
When a change in the Groups ownership interest in a subsidiary results in a loss of control over the subsidiary,
the assets and liabilities of the subsidiary including any goodwill are derecognised. Amounts previously recognised
in reserves in respect of that entity are also reclassified to the Statements of Total Return or transferred directly to
Unitholders funds if required by a specific Standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount
of the retained interest at the date when control is lost and its fair value is recognised in the Statements of Total
Return.
Please refer to Note 2.10 Investments in subsidiary for the accounting policy on investments in subsidiary in the
separate financial statements of MCT.
(b) Transactions with non-controlling interests
Changes in the Groups ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are
accounted for as transactions with equity owners of MCT. Any difference between the change in the carrying amounts
of the non-controlling interest and the fair value of the consideration paid or received is recognised within equity
attributable to the Unitholders of MCT.
100
Mapletree Commercial Trust
2.
101
Annual Report 2012/13
2.
102
Mapletree Commercial Trust
2.
(b) Derivatives that are not designated or do not qualify for hedge accounting
Fair value changes on these derivatives, including the interest rate cap, are recognised in the Statements of Total Return
when the changes arise.
2.15 Fair value estimation of financial assets and liabilities
The fair values of financial instruments that are not traded in an active market are determined by using valuation techniques.
The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each balance
sheet date. Where appropriate, quoted market prices or dealer quotes for similar instruments are used. Valuation techniques,
such as discounted cash flow analysis, are also used to determine the fair values of the financial instruments.
The fair values of derivative financial instruments are calculated as the present value of the estimated future cash flows
discounted at actively quoted interest rates.
The fair values of current financial assets and liabilities carried at amortised cost approximate their carrying amounts.
2.16 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is more
likely than not that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount
can be made.
2.17 Leases
When the Group is a lessor:
Leases of investment properties where the Group retains substantially all risks and rewards incidental to ownership are
classified as operating leases. Rental income from operating leases (net of any incentives given to the lessees) is recognised
in the Statements of Total Return on a straight-line basis over the lease term.
Contingent rents are recognised as income in the Statements of Total Return when earned.
2.18 Currency translation
(a)
103
Annual Report 2012/13
2.
GROSS REVENUE
Group and MCT
4.
2013
$000
2012
$000
Rental income
Service charges
Car parking income
Other operating income
163,008
39,277
9,547
7,648
142,409
28,524
9,349
6,709
219,480
186,991
2012
$000
10,512
15,124
17,945
8,502
5,899
4,822
671
9,802
14,383
15,228
7,012
5,009
4,097
693
63,475
56,224
The Group does not have any employees on its payroll because its daily operations and administrative functions are provided
by the Manager and Property Manager. Staff costs relate to reimbursements paid/payable to the Property Manager in respect
of agreed employee expenditure incurred by the Property Manager for providing its services as provided for in the Property
Management Agreement.
All of the Groups investment properties generate rental income and the above expenses are direct operating expenses arising
from its investment properties.
104
Mapletree Commercial Trust
5.
FINANCE EXPENSES
Group
2013
$000
MCT
2013
$000
2012
$000
Interest expense
- Bank and other borrowings
17,243
13,771
- Loan from related company
-
-
- Loan from subsidiary
-
3,472
12,024
572
-
Cash flow hedges, reclassified from hedging reserve (Note 18)
12,596
6,272
17,243
5,992
17,243
5,992
Financing fees
- Non-hedging derivatives
1,410
1,410
- Amortised borrowing costs
1,362
1,362
- Commitment and related bank fees
256
256
6.
1,414
1,247
140
Less: Amount capitalised in investment property (Note 12)
26,263
-
26,263
-
21,669
(93)
26,263
26,263
21,576
Audit fee*
MTN Programme setup and issuance costs
Consultancy and professional fees
Other trust expenses
MCT
2013
$000
2013
$000
2012
$000
97
366
388
528
95
366
388
535
95
347
684
1,379
1,384
1,126
* In addition to the above, fees paid to the auditor of MCT of $120,000 (2012: $333,000) relating to its role as reporting auditor are capitalised in
the acquisition costs of Mapletree Anson (2012: included in issue expenses) and $5,000 (2012: Nil) was paid to the auditor in relation to the MTN
Programme Information Memorandum.
7.
INCOME TAXES
(a)
MCT
2013
$000
2012
$000
875
(210,089)
-
-
Under provision in prior financial years
- Current income tax
-
-
(209,214)
(208,920)
294
105
Annual Report 2012/13
7.
(a)
MCT
2013
$000
2012
$000
212,722
36,163
1,855
(210,089)
(16,701)
(20,442)
(209,214)
MCT
2013
$000
2013
$000
Beginning of financial year
Income tax paid
Tax expense
Under provision in prior financial years
5,035
(678)
-
-
5,035
(678)
-
-
4,357
4,357
2012
$000
16,697
(12,831)
875
294
5,035
The income tax liabilities refer to income tax provision based on taxable income made when MCT was a taxable
private trust. Any excess provision will be refunded back to the private trust Unitholder once each respective tax year
of assessment is closed.
8.
MCT
2013
2013
2012
310,833
310,828
421,642
1,899,549
1,899,549
1,756,350
16.36
16.36
24.01
Diluted earnings per unit is the same as the basic earnings per unit as there are no dilutive instruments in issue during the
financial year.
106
Mapletree Commercial Trust
9.
2012
$000
19,153
28,000
24,816
25,000
47,153
49,816
Short-term bank deposits at the balance sheet date have a weighted average maturity of 1.4 months (2012: 2 months) from
the end of the financial year. The effective interest rates at balance sheet date ranged from 0.09% to 0.30% (2012: 0.23%
to 0.30%) per annum.
10. TRADE AND OTHER RECEIVABLES
Group and MCT
2013
$000
Trade receivables:
- related parties
11
- non-related parties
4,801
Less: Allowance for impairment of receivables
(31)
2012
$000
4,886
(22)
4,864
5,079
7,110
120
1
94
The non-trade receivables due from related parties are unsecured, interest free and repayable on demand.
11. OTHER CURRENT ASSETS
Group and MCT
2013
$000
2012
$000
Deposits
Prepayments
135
134
468 213
603
347
107
Annual Report 2012/13
2012
$000
3,831,200
2,944,900
-
3,831,200
2,944,900
Investment properties are stated at fair value based on valuations performed by independent professional valuers. In determining
fair value, the valuers have used valuation methods which involve certain estimates.
The fair values are determined using the capitalisation method, direct comparison method and discounted cash flow method.
The capitalisation and discounted cash flow methods involve the estimation of income and expenses, taking into account
expected future changes in economic and social conditions, which may affect the value of the properties. The direct comparison
method involves the comparison of recent sales transactions of similar properties and making necessary adjustments.
The Manager is of the view that the valuation methods and estimates are reflective of the current market conditions.
Details of the investment properties are shown in the portfolio statement.
On 4 February 2013, MCT completed the acquisition of Mapletree Anson for a total acquisition cost of $684,118,000 (including
transactions costs of $718,000 directly attributable to the acquisition and acquisition fees payable to the Manager in units of
$3,400,000, representing 0.5% of the purchase consideration paid of $680,000,000).
Acquisition of investment properties in the previous financial year includes the consideration for MLHF and PSAB as disclosed
in the portfolio statement. The acquisition price for PSAB is based on the valuation of PSAB office as at 30 November 2010
as well as the PSAB asset enhancement valuation as at 30 November 2010, which is on an as is where is basis (land plus
cost of works completed as at that date). The cost of works completed as at that date was $12,024,000.
Investment properties are leased to both related and non-related parties under operating leases (Note 20).
In 2012, borrowing costs of $93,000 arising on financing specifically entered into for investment property under development
were capitalised during the financial year.
In 2012, project management fees of $1,649,000 were capitalised in investment property under development, which represents
3% of the total construction costs, out of which $557,000 (1% of the total construction costs) was paid by MCT to the
Property Manager after Listing Date. The quantum of project management fee in relation to the development is within market
norms and reasonable range as assessed by Northcroft Lim Consultants Pte Ltd in its opinion issued on 17 February 2011.
108
Mapletree Commercial Trust
2013
$000
2012
$000
Name of company
Principal activities
Country of business/
Incorporation
Equity holding
2013
%
2012
%
100
Contract
notional
amount
$000
Fair value
liabilities
$000
(a)
Audited
Maturity
Cash-flow hedges:
Interest rate swaps
April 2013 - April 2015
815,500
6,962
Non-hedging instruments:
Interest rate cap
March 2015
143,900
2,614
Total
959,400
9,576
Less: Current portion 1,309
Non-current portion 8,267
2012
Cash-flow hedges:
Interest rate swaps
April 2013 - April 2015
815,500
8,360
Non-hedging instruments:
Interest rate cap
March 2015
143,900
3,046
Total
959,400
11,406
Less: Current portion Non-current portion 11,406
MCT
2013
$000
2012
$000
Current
Trade payables
8
8
Amounts due to related parties:
- trade
3,829
3,829
- non-trade
269
269
Amounts due to subsidiary
- non-trade
-
8
Accrued capital expenditure
8,553
8,553
Accrued operating expenses
22,340
22,337
Accrued retention sums
2,895
2,895
Interest payable
3,494
3,494
Tenancy related deposits
12,085
12,085
Other deposits
151
151
Rental received in advance
2,888
2,888
Net Goods and Services Tax payable
2,365
2,365
Other payables
1,471
1,471
53
5,951
992
8,699
16,501
4,330
2,226
16,042
107
2,385
1,840
234
60,348
60,353
59,360
Non-Current
Tenancy related deposits
30,897
30,897
18,646
Total trade and other payables
91,245
91,250
78,006
The trade and non-trade payables due to related parties are unsecured, interest-free and repayable on demand.
The non-trade payable due to subsidiary is unsecured, interest free and repayable on demand.
The fair value of the non-current tenancy related deposits approximates its carrying value as at balance sheet date.
16. BORROWINGS
Group
2013
$000
MCT
2013
$000
2012
$000
Non-current
Bank loans
1,430,500
1,430,500
1,128,700
Transaction cost to be amortised
(3,923)
(3,923)
(3,042)
Medium-term notes
Transaction cost to be amortised
1,426,577
160,000
(533)
-
-
Loan from a subsidiary
Transaction cost to be amortised
159,467
Total borrowings
1,426,577
1,125,658
-
-
160,000
(533)
159,467
1,586,044
1,586,044
1,125,658
The above bank loans and borrowings are unsecured. In accordance with the facility agreement, VivoCity, MLHF and Mapletree
Anson will be subject to a negative pledge.
110
Mapletree Commercial Trust
Maturity of borrowings
The non-current bank loans mature between 2014 and 2018 (2012: between 2013 and 2016). The Medium-term notes
and loan from subsidiary will mature in 2020 (2012: Nil).
MCT
2013
2013
2012
2.05%
3.65%
-
2.05%
-
3.65%
1.96%
-
31 March
2012
$000
Fair values
31 March
2013
$000
31 March
2012
$000
Group
Medium-term notes (non-current)
160,000
-
164,104
MCT
Loan from a subsidiary (non-current)
160,000
-
164,104
The fair value above is determined from the cash flow analysis, discounted at market borrowing rates of an equivalent
instrument at the balance sheet date at which the Manager expects to be available to the Group.
111
Annual Report 2012/13
2013
$000
2012
$000
2,800
75,000
2012
$000
-
-
210,089
(210,089)
Others
$000
Total
$000
The movement in the deferred income tax liabilities during the financial year is as follows:
Deferred income tax liabilities
Group and MCT
Accelerated
tax
depreciation
$000
Revaluation
gain
$000
12,497
(12,497)
200,262
(200,262)
(2,670)
2,670
210,089
(210,089)
2012
$000
596
(2,684)
(8,360)
(6,963)
(6,272)
112
Mapletree Commercial Trust
2012
000
1,866,033
-
-
6,487
2,906
192,308
364,800
(254,910)
1,751,110
5,033
-
2,067,734
1,866,033
192,308,000 new units at $1.17 per unit under a private placement exercise (2012: Nil).
(b)
2,905,982 units at $1.17 per unit, in respect of the payment of acquisition fees to the Manager for the acquisition of
Mapletree Anson (2012: Nil).
(c)
6,487,158 new units (2012: 5,033,050) at the issue price range of $0.8835 to $1.2031 (2012: $0.8398 to $0.8611) per
unit, in respect of the payment of management fees to the Manager in units. The issue prices were determined based
on the volume weighted average traded price for all trades done on SGX-ST in the ordinary course of trading for the
last 10 business days of the relevant quarter on which the fees accrued.
Each unit in MCT represents an undivided interest in MCT. The rights and interests of Unitholders are contained in the Trust
Deed and include the right to:
Participate in the termination of MCT by receiving a share of all net cash proceeds derived from the realisation of the
assets of MCT less any liabilities, in accordance with their proportionate interests in MCT. However, a Unitholder does
not have the right to require that any assets (or part thereof) of MCT be transferred to him; and
Attend all Unitholders meetings. The Trustee or the Manager may (and the Manager shall at the request in writing
of not less than 50 Unitholders or one-tenth in the number of Unitholders, whichever is lesser) at any time convene a
meeting of Unitholders in accordance with the provisions of the Trust Deed.
A Unitholders right is limited to the right to require due administration of MCT in accordance with the provisions of
the Trust Deed; and
A Unitholder has no right to request to redeem his units while the units are listed on SGX-ST.
A Unitholders liability is limited to the amount paid or payable for any units in MCT. The provisions of the Trust Deed provide
that no Unitholder will be personally liable to indemnify the Trustee or any creditor of the Trustee in the event that the liabilities
of MCT exceed its assets.
113
Annual Report 2012/13
20. COMMITMENTS
2012
$000
203,853
358,808
110,247
153,951
310,538
124,796
672,908
589,285
Some of the operating leases are subject to revision of lease rentals at periodic intervals. For the purposes of the above
disclosure, the prevailing lease rentals are used.
The contingent lease payments recognised as revenue during the financial year were $21,117,000 (2012: $23,996,000).
21. FINANCIAL RISK MANAGEMENT
The Groups activities expose it to a variety of financial risks, including the effects of changes in interest rates. The Group is
not exposed to any foreign currency risk as it has no transactions denominated in foreign currencies.
Risk management is carried out under policies approved by the Manager. The Manager provides written principles for overall
risk management as well as written policies covering specific areas, such as interest rate risk, credit risk and liquidity risk. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and the Groups activities.
(a)
Market risk cash flow and fair value interest rate risks
Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. Fair value interest rate risk is the risk that the fair value of a financial instrument will
fluctuate due to changes in market interest rates. As the Group has no significant interest bearing assets, the Groups
income and operating cash flows are substantially independent of changes in market interest rates. The Group monitors
the interest rate on borrowings closely to ensure that the borrowings are maintained at favourable rates.
The Groups exposure to cash flow interest rate risks arises mainly from variable-rate bank borrowings. The Group
manages these cash flow interest rate risks using floating-to-fixed interest rate swaps and an interest rate cap.
The exposure of the unhedged borrowings of the Group to interest rate changes and the contractual repricing dates at
the balance sheet dates are as follows:
Group and MCT
2013
$000
2012
$000
6 months or less:
Revolving Credit Facility
194,000
Term Loans
277,100
169,300
169,300
471,100
114
Mapletree Commercial Trust
(a)
Market risk cash flow and fair value interest rate risks (contd)
During the financial year, the Group has hedged its exposure to changes in interest rates on its variable rate borrowings
by entering into the following contracts:
(i)
Interest rate swaps, with notional contract amounts of $815,500,000 (2012: $815,500,000) whereby it receives
variable rates equal to the Singapore swap offer rate on the notional amounts and pays fixed interest rates ranging
from 0.717% to 1.530% (2012: 0.717% to 1.530%) per annum.
(ii)
Interest rate cap, with a notional contract amount of $143,900,000 (2012: $143,900,000) whereby the benchmark
interest rate is capped at 0.74% (2012: 0.74%) per annum.
Sensitivity analysis
The Groups borrowings at variable rates on which effective hedges have not been entered into are denominated in
Singapore Dollars. If the Singapore Dollars interest rates increase/(decrease) by 0.20% (2012: 0.20%) with all other
variables including tax rate being held constant, the total return and hedging reserve attributable to Unitholders will
increase/(decrease) by the amounts shown below, as a result of higher/lower interest expenses and higher/lower fair
value of interest rate swaps and cap respectively:
Increase / (Decrease)
Statements of Total Return
Increase by
0.20%
$000
Decrease by
0.20%
$000
Hedging Reserve
Increase by
0.20%
$000
Decrease by
0.20%
$000
161
3,786
(3,810)
115
Annual Report 2012/13
(ii)
2012
$000
1,196
306
1,186
52
1,502
1,238
The carrying amount of trade receivables individually determined to be impaired and the movement in the related
allowance for impairment are as follows:
Group and MCT
2013
$000
Gross amount
Less: Allowance for impairment
31
(31)
2012
$000
22
(22)
-
Allowance for impairment
Beginning of financial year
22
35
Allowance utilised
(17)
(7)
Allowance made/(reversed)
26
(6)
End of financial year
31
22
The Manager believes that no additional allowance is necessary in respect of the remaining trade and other
receivables as these receivables are mainly arising from tenants with good records with sufficient security in the
form of bankers guarantees or cash security deposits as collaterals.
116
Mapletree Commercial Trust
(c)
Liquidity risk
The Group and MCT adopt prudent liquidity risk management by maintaining sufficient cash to fund its working capital
and financial obligations.
The table below analyses non-derivative financial liabilities of the Group and MCT into relevant maturity groupings based
on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the
table are the contractual undiscounted cash flows of non-derivative financial liabilities. Balances due within 12 months
equal their carrying amounts as the impact of discounting is not significant.
Less than
1 year
$000
Between
1 and 5 years
$000
More than
5 years
$000
Group
As at 31 March 2013
Trade and other payables
60,348
30,817
80
Borrowings
24,662 1,492,274 173,824
85,010
1,523,091
173,904
Less than
1 year
$000
Between
1 and 5 years
$000
More than
5 years
$000
MCT
As at 31 March 2013
Trade and other payables
60,353
30,817
80
Borrowings
18,902 1,469,218
Loan from subsidiary
5,760
23,056
173,824
85,015
1,523,091
173,904
As at 31 March 2012
Trade and other payables
59,360
13,979
4,667
Borrowings
14,172 1,149,386
73,532
1,163,365
4,667
The table below analyses the Group and MCTs derivative financial instruments for which contractual maturities are
essential for an understanding of the timing of the cash flows into relevant maturity groupings based on the remaining
period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows associated with financial derivatives which are expected to impact the Statements of Total Return.
Less than
1 year
$000
Between
1 and 5 years
$000
As at 31 March 2013
Net-settled interest rate swaps - cash flow hedges
- Net cash outflows
5,363
2,528
Net-settled interest rate cap
- Net cash outflows
1,410
1,356
6,773
3,884
As at 31 March 2012
Net-settled interest rate swaps - cash flow hedges
- Net cash outflows
5,576
6,929
Net-settled interest rate cap
- Net cash outflows
1,410
2,766
6,986
9,695
117
Annual Report 2012/13
40.9%
2012
$000
1,128,700
3,000,142
37.6%
There were no changes in the Groups approach to capital management during the financial year.
The Group is in compliance with externally imposed capital requirements for the financial year ended 31 March 2013
and 31 March 2012.
(e)
quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
(b)
inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and
(c)
inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
Level 1
$000
Level 2
$000
Level 3
$000
Total
$000
(11,406)
(11,406)
118
Mapletree Commercial Trust
(f)
MCT
2013
$000
2013
$000
2012
$000
54,398
1,677,289
54,398
1,677,294
55,029
1,203,664
2013
$000
2012
$000
8,502
468
14,180
3,400
5,899
10,285
4,864
-
-
680,000
-
7,012
415
12,582
4,993
8,880
4,407
20
572
788,188
557
119
Annual Report 2012/13
2012
The annualised ratios are computed in accordance with the guidelines of Investment Management Association of Singapore dated 25 May 2005.
The expenses used in the computation relate to expenses of the Group, excluding property expenses, borrowing costs and income tax expense.
The annualised ratio is computed based on the lesser of purchases or sales of underlying investment properties of the Group expressed as a
percentage of daily average net asset value in accordance with the formulae stated in the CIS. The portfolio turnover ratio was nil for the financial
years ended 31 March 2013 and 31 March 2012 as there were no sales of investment properties.
120
Mapletree Commercial Trust
Gross revenue
Property operating expenses
Retail
$000
Office
$000
164,862
(50,529)
54,618
(12,946)
Total
$000
219,480
(63,475)
3,838,272
47,153
38
603
33,928
1,586,044
4,357
9,576
121
Annual Report 2012/13
Gross revenue
Property operating expenses
145,807
(46,146)
Office
$000
41,184
(10,078)
Total
$000
186,991
(56,224)
2,949,764
49,816
215
347
27,904
1,125,658
5,035
11,406
122
Mapletree Commercial Trust
25. NEW OR REVISED RECOMMENDED ACCOUNTING PRACTICE, ACCOUNTING STANDARDS AND INTERPRETATIONS
On 29 June 2012, ICPAS issued a revised version of RAP 7. RAP 7 (2012) will become effective for the financial statements of
the Group and of MCT for the year ending 31 March 2014, and has not been applied in preparing these financial statements.
The Manager does not expect the application of RAP 7 (2012) to have significant impact on the financial statements of the
Group and of MCT.
Below is the mandatory standard that has been published, and is relevant for the Groups accounting periods beginning on
or after 1 April 2013 or later periods and which the Group has not early adopted:
FRS 113 Fair value measurement (effective for annual periods beginning on or after 1 January 2013)
FRS 113 provides consistent guidance across IFRSs on how fair value should be determined and which disclosures should
be made in the financial statements. The Group has yet to assess the full impact of FRS 113 and intends to adopt the
standard from 1 April 2013.
The Manager announced a distribution of 1.134 cents per unit, for the period from 4 February 2013 to 31 March 2013.
b)
The Group entered into interest rate swaps arrangement on 15 March 2013 with effective date on 4 April 2013.
The notional contract amounts to $277,100,000 whereby it will receive variable rates equal to the Singapore swap offer
rate on the notional amounts and pays fixed interest rates of 0.51% per annum.
c)
On 12 April 2013, the Group issued $70,000,000 in principal amount of 3.20% Notes due 2021 under the MTN
Programme. These notes will mature on 12 April 2021 and bear an interest of 3.20% per annum payable semi-annually
in arrears. The proceeds arising from the issue of the Notes will be used to refinance existing borrowings of the Group.
123
Annual Report 2012/13
Statistics of Unitholdings
AS AT 29 MAY 2013
No. of
Unitholders
0.08
78.35
21.36
0.21
No. of
Units
2,273
41,063,868
138,054,962
1,890,122,229
1 - 999
1,000 - 10,000
10,001 - 1,000,000
1,000,001 and above
13
12,175
3,320
32
0.00
1.99
6.67
91.34
Total
LOCATION OF UNITHOLDERS
Country
No. of
Unitholders
No. of
Units
Singapore
Malaysia
Others
Total
No. Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Total
No. of
Units
353,409,091
350,690,614
281,100,799
183,309,857
163,697,622
142,378,367
109,890,110
61,466,000
49,148,345
37,669,000
27,284,602
26,114,232
18,945,000
16,936,243
15,935,332
8,439,716
7,164,200
5,000,000
4,836,000
3,445,000
1,866,860,130
17.08
16.95
13.58
8.86
7.91
6.88
5.31
2.97
2.38
1.82
1.32
1.26
0.92
0.82
0.77
0.41
0.35
0.24
0.23
0.17
90.23
124
Mapletree Commercial Trust
Statistics of Unitholdings
AS AT 29 MAY 2013
1
Temasek Holdings (Private) Limited (1)
2
Fullerton Management Pte Ltd (2)
3
Mapletree Investments Pte Ltd (3)
4
The HarbourFront Pte Ltd (4)
5
HarbourFront Place Pte. Ltd.
6
HarbourFront Eight Pte Ltd
7
AIA Group Limited (5)
8
AIA Company, Limited (5)
9
AIA Singapore Private Limited
Direct
Interest
Deemed
Interest
% of Total
Issued Capital
- 802,405,704
- 798,004,332
- 798,004,332
109,890,110 634,509,890
353,409,091
-
281,100,799
-
- 155,572,000
3,482,000 152,090,000
123,044,000
-
38.77
38.56
38.56
35.97
17.07
13.58
7.51
7.51
5.94
Notes
(1) Temasek
Holdings (Private) Limited (Temasek) is deemed to be interested in the 109,890,110 units held by The HarbourFront Pte Ltd, 353,409,091
units held by HarbourFront Place Pte. Ltd., 281,100,799 units held by HarbourFront Eight Pte Ltd, 37,669,000 units held by Sienna Pte. Ltd. and
15,935,332 units held by Mapletree Commercial Trust Management Ltd.. The HarbourFront Pte Ltd, HarbourFront Place Pte. Ltd., HarbourFront Eight Pte
Ltd, Sienna Pte. Ltd. and Mapletree Commercial Trust Management Ltd. are subsidiaries of Mapletree Investments Pte Ltd which is in turn a subsidiary of
Fullerton Management Pte Ltd. Fullerton Management Pte Ltd is a subsidiary of Temasek. DBS Group Holdings Ltd is an associated company of Temasek.
As such, Temasek is also deemed to be interested in the 4,401,372 units held by DBS Group Holdings Ltd.
(2) Fullerton Management Pte Ltd, through its shareholding in Mapletree Investments Pte Ltd, is deemed to be interested in the 109,890,110 units held by
The HarbourFront Pte Ltd, 353,409,091 units held by HarbourFront Place Pte. Ltd., 281,100,799 units held by HarbourFront Eight Pte Ltd, 37,669,000
units held by Sienna Pte. Ltd. and 15,935,332 units held by Mapletree Commercial Trust Management Ltd..
(3) Mapletree Investments Pte Ltd is deemed to be interested in the 109,890,110 units held by The HarbourFront Pte Ltd, 353,409,091 units held by
HarbourFront Place Pte. Ltd., 281,100,799 units held by HarbourFront Eight Pte Ltd, 37,669,000 units held by Sienna Pte. Ltd. and 15,935,332 units held
by Mapletree Commercial Trust Management Ltd..
(4) The HarbourFront Pte Ltd as holding company of HarbourFront Place Pte. Ltd. and HarbourFront Eight Pte Ltd, is deemed to be interested in the
634,509,890 units held by HarbourFront Place Pte. Ltd. and HarbourFront Eight Pte Ltd.
(5) AIA Group Limited, as holding company of AIA Company, Limited, is deemed to be interested in the units held by its subsidiaries. AIA Company, Limited,
as holding company of AIA Singapore Private Limited, is deemed to be interested in the 123,044,000 units held by AIA Singapore Private Limited.
No. Name
Direct
Interest
Deemed
Interest
1
2
3
4
5
6
7
8
340,000
55,000
-
40,000
-
489,000
-
489,000
-
-
-
300,000
200,000
1,200,000
-
-
% of Total
Issued Capital
0.01
0.002
0.01
0.009
0.08
0.02
FREE FLOAT
Based on the information made available to the Manager as at 29 May 2013, approximately 53.55% of the units in MCT were held
in the hands of the public. Accordingly, Rule 723 of the Listing Manual of the SGX-ST has been complied with.
125
Annual Report 2012/13
2012
$000
Please also see Significant Related Party Transactions in Note 22 to the Financial Statements.
There are no transactions conducted under shareholders mandate pursuant to Rule 920.
Save as disclosed above, there were no additional interested party transactions (excluding transactions of less than S$100,000 each)
entered into during the financial year under review.
As set out in MCTs Prospectus dated 18 April 2011, fees and charges payable by MCT to the Manager under the Trust Deed
(as amended) and to the Property Manager under the Property Management Agreement are not subject to Rule 905 and 906 of
the Listing Manual.
126
Mapletree Commercial Trust
Use of Proceeds
The Manager raised gross proceeds of S$225.0 million on 4 February 2013 from the private placement.
The total cash proceeds raised from the private placement of 192,308,000 new units in MCT has been used towards the following:
-
S$218.2 million to part fund the purchase consideration for the acquisition of Mapletree Anson; and
-
remaining gross proceeds of S$6.8 million for the payment of issue and debt related transaction costs.
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Annual Report 2012/13
To receive and adopt the Report of DBS Trustee Limited, as trustee of MCT (the Trustee), the Statement by Mapletree
Commercial Trust Management Ltd., as manager of MCT (the Manager), and the Audited Financial Statements of
MCT for the financial year ended 31 March 2013 and the Auditors Report thereon.
2.
To re-appoint PricewaterhouseCoopers LLP as Auditors of MCT to hold office until the conclusion of the next Annual
General Meeting of MCT, and to authorise the Manager to fix their remuneration.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution, with or without any modifications:
3.
(a)
(i)
issue units in MCT (Units) whether by way of rights, bonus or otherwise; and/or
(ii)
make or grant offers, agreements or options (collectively, Instruments) that might or would require Units
to be issued, including but not limited to the creation and issue of (as well as adjustments to) securities,
warrants, debentures or other instruments convertible into Units,
at any time and upon such terms and conditions and for such purposes and to such persons as the Manager may
in its absolute discretion deem fit; and
(b)
issue Units in pursuance of any Instruments made or granted by the Manager while this Resolution was in force
(notwithstanding that the authority conferred by this Resolution may have ceased to be in force at the time such
Units are issued),
provided that:
(1)
the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance
of Instruments made or granted pursuant to this Resolution) shall not exceed fifty per cent. (50%) of the total
number of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (2) below),
of which the aggregate number of Units to be issued other than on a pro rata basis to Unitholders (including Units
to be issued in pursuance of Instruments made or granted pursuant to this Resolution) shall not exceed twenty
per cent. (20%) of the total number of issued Units (excluding treasury Units, if any) (as calculated in accordance
with sub-paragraph (2) below);
(2)
subject to such manner of calculation as may be prescribed by the SGX-ST for the purpose of determining the
aggregate number of Units that may be issued under sub-paragraph (1) above, the total number of issued Units
(excluding treasury Units, if any) shall be based on the number of issued Units (excluding treasury Units, if any)
at the time this Resolution is passed, after adjusting for:
(a)
any new Units arising from the conversion or exercise of any Instruments which are outstanding or subsisting
at the time this Resolution is passed; and
(b)
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Mapletree Commercial Trust
the Manager and the Trustee, be and are hereby severally authorised to complete and do all such acts and things
(including executing all such documents as may be required) as the Manager or, as the case may be, the Trustee
may consider expedient or necessary or in the interest of MCT to give effect to the authority conferred by this
Resolution.
(Please see Explanatory Notes)
Notes:
1. A Unitholder entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two proxies to attend and vote in
his/her stead. A proxy need not be a Unitholder.
2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he/she specifies the proportion of his/her holding
(expressed as a percentage of the whole) to be represented by each proxy.
3. The proxy form must be lodged at the Managers registered office at 10 Pasir Panjang Road, #13-01 Mapletree Business City, Singapore 117438
not later than 10.00 a.m. on 21 July 2013 being 48 hours before the time fixed for the Annual General Meeting.
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Annual Report 2012/13
130
Mapletree Commercial Trust
IMPORTANT:
1. For investors who have used their CPF monies to buy units in Mapletree
Commercial Trust, this Annual Report is forwarded to them at the request of
their CPF Approved Nominees and is sent solely FOR THEIR INFORMATION ONLY.
2. This Proxy Form is not valid for use by CPF investors and shall be ineffective for
all intents and purposes if used or is purported to be used by them.
3. CPF Investors who wish to attend the Annual General Meeting as observers
have to submit their requests through their CPF Approved Nominees within the
time frame specified. If they also wish to vote, they must submit their voting
instructions to the CPF Approved Nominees within the time frame specified to
enable them to vote on their behalf.
4. PLEASE READ THE NOTES TO THE PROXY FORM.
PROXY FORM
2nd Annual General Meeting
I/We
(Name(s) and NRIC/Passport/Company Registration Number(s))
of
(Address)
Address
NRIC/Passport Number
Address
NRIC/Passport Number
or, both of whom failing, the Chairman of the 2nd Annual General Meeting as my/our proxy/proxies to attend and to vote for
me/us on my/our behalf and if necessary, to demand a poll, at the 2nd Annual General Meeting of MCT to be held at 10.00 a.m.
on 23 July 2013 (Tuesday), at 10 Pasir Panjang Road, Mapletree Business City, Multi Purpose Hall - Auditorium, Singapore 117438
and at any adjournment thereof. I/We direct my/our proxy/proxies to vote for or against the resolutions to be proposed at the
2nd Annual General Meeting as indicated hereunder. If no specific direction as to voting is given, the proxy/proxies will vote or
abstain from voting at his/her/their discretion, as he/she/they may on any other matter arising at the 2nd Annual General Meeting.
No.
Ordinary Resolutions
For*
ORDINARY BUSINESS
1.
To receive and adopt the Trustees Report, the Managers Statement, the Audited
Financial Statements of MCT for the financial year ended 31 March 2013 and the
Auditors Report thereon.
2.
SPECIAL BUSINESS
3.
To authorise the Manager to issue Units and to make or grant convertible instruments.
Against*
* If you wish to exercise all your votes For or Against, please tick () within the box provided. Alternatively, please indicate
the number of votes as appropriate.
Dated this
day of
2013
Signature(s) of Unitholder(s) or
Common Seal of Corporate Unitholder
131
Annual Report 2012/13
Postage will be
paid by
addressee.
commercial
For posting in
Singapore only.
132
3rd fold here
Mapletree
Commercial Trust
Corporate Directory
Manager
Mapletree Commercial Trust
Management Ltd.
Management
Ms Amy Ng Lee Hoon
Chief Executive Officer
Registered Office
10 Pasir Panjang Road #13-01
Mapletree Business City
Singapore 117438
T : +65 6377 6111
F : +65 6376 2168
W : www.mapletreecommercialtrust.com.sg
E : enquiry_mct@mapletree.com.sg
Board of Directors
Mr Tsang Yam Pui
Chairman and Non-Executive Director
Ms Seah Bee Eng @ Jennifer Loh
Chairman of the Audit and Risk Committee
and Independent Director
Mr Michael George William Barclay
Member of the Audit and Risk Committee
and Independent Director
Mr Samuel N. Tsien
Member of the Audit and Risk Committee
and Independent Director
Mr Tan Chee Meng
Independent Director
Mr Hiew Yoon Khong
Non-Executive Director
Mr Wong Mun Hoong
Non-Executive Director
Ms Amy Ng Lee Hoon
Executive Director and
Chief Executive Officer
Trustee
DBS Trustee Limited
12 Marina Boulevard
#44-01/04
DBS Asia Central @
Marina Bay Financial Centre Tower 3
Singapore 018982
T : +65 6878 8888
F : +65 6878 3977
Auditor
PricewaterhouseCoopers LLP
8 Cross Street #17-00
PWC Building
Singapore 048424
T : +65 6236 3388
F : +65 6236 3300
Partner-in-charge
Mr Yee Chen Fah
(since financial year ended 31 March 2013)