F&N Strength

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annual report 2011

STR3NGTH

CONTENTS
Our Businesses
Food & Beverage
Properties
Publishing & Printing

02
04
06

10-Year Performance at a Glance

08

Strength of our Businesses

10

Message from the Chairman

12

Board of Directors

18

Corporate Information

26

Corporate Structure

27

Our Growth Drivers

28

Group Financial Performance

29

CEO Business Review


Food & Beverage
Properties
Publishing & Printing

30
42
58

Investor Relations

65

Treasury Highlights

66

Corporate Social Responsibility


Environment
Community
Consumer
Human Capital Management

68
70
72
73

Enterprise-wide Risk Management

76

Corporate Governance Report

77

Index to Financial Report

92

Financial Calendar

IBC

Our
Str3ngth
inspires
confidence

Our enviable $14 billion business


portfolio, consisting of Food & Beverage,
Properties and Publishing & Printing,
is the foundation of our str3ngth.
Vision
To be a world-class multinational enterprise with an Asian base, providing superior
returns with a focus on Food & Beverage, Properties and Publishing & Printing
businesses.

Our DIVERSITY
HAS Global
APPEAL

Strategically located across 15 countries in Asia Pacific,


we have more than 50 appealing brands to soothe the
diverse taste buds of millions
Food & Beverage
A household name to many, F&N has established
itself as a leader in the Food & Beverage arena in
Singapore and Malaysia since the 1930s. Beyond our
Soft Drinks business, we have successfully ventured
into Beer in 1931 and Dairies in 1959. The Groups
Soft Drinks and Dairies businesses, with operations
and investments in Singapore, Malaysia, Thailand
and Vietnam, are operated primarily through Fraser
& Neave Holdings Bhd; while our Beer business,
executed mainly through Asia Pacific Breweries
Limited, operates 31 breweries in 15 countries in the
Asia Pacific. Today, the Group owns a portfolio of

reputable brands including F&N, 100PLUS and


F&N SEASONS for Soft Drinks; F&N Magnolia,
F&N Nutrisoy and F&N Fruit Tree Fresh for
Dairies; and Tiger, Anchor, Barons and ABC for Beer.
The Groups consistent leading market shares across
various products have led to F&N being conferred
numerous brand awards. Through established
distribution networks and joint partnerships, F&N
aims to reinforce its foothold in the F&B industry
geographically across the Asia Pacific, further expand
its portfolio of brands and strengthen its research
and development capabilities.

Our
strategy
ensures
stability

Sharpening our focus on core businesses, seeking geographical


balance and committing to capital management ensure stable
and sustainable return
PROPERTIES
Frasers Centrepoint Limited (FCL) is a whollyowned subsidiary of F&N. From a single shopping
mall along Orchard Road, FCL is now a leading
integrated Singapore-based property company
with a strong foothold in property development,
property investment, serviced residences and
investment funds. Its global footprint includes
Australia, Bahrain, China, France, Hong Kong,

India, Indonesia, Japan, Korea, Malaysia, New Zealand,


Philippines, Qatar, Singapore, Thailand, Turkey, UAE,
the UK, Vietnam, etc. With our commitment to deliver
sustainable earnings to shareholders, the Group remains
focused on building the integrated commercial real
estate model and balancing its portfolio by diversifying
overseas, as well as across multiple sectors.

OUR
EXPERTISE
MAKES THE
DIFFERENCE

Significant experience and expertise of our people


make the difference in the markets we serve
PUBLISHING & PRINTING

The rich intellectual capital of Times Publishing


paved the Groups entry into the knowledge-based
economy. Singapores largest publishing and printing
company, Times Publishing has a well-established
track record in publishing, printing, distribution

and retailing of books. It operates a global network


spanning Australia, China, Hong Kong, South-east
Asia, the US, etc.

08

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

10-YEAR PERFORMANCE AT A GLANCE

core businesses

at the heart of our performance

Revenue

$6,274M

Broad-based growth; supported by strong growth in Properties and F&B

+157%
Increased 157% from
FY2001s $2,439m

Profit before Interest and Tax1

$1,152M

Record profit in FY2011; F&B earnings surged five-fold;


Properties earnings grew 145%

+185%
Increased 185% from
FY2001s $404m

Attributable Profit1

$621M
10-year compounded annual growth rate of 13%

+209%
Increased 209% from
FY2001s $201m

09

STR3NGTH

Share Price ($)

Volume
$6.20
16 Nov 2011

8,000,000
7,000,000

6,000,000

5,000,000

4,000,000

$1.44
3 30 Sep 2001

3,000,000

2,000,000

2001

2002

2003

Share Price

2004

2005

2006

2007

2008

2009

2010

Nov

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

Sep

Jun

0
Mar

0
Dec

1,000,000

Sep

2011

Volume

Earnings per Share1

44.1 cents

EPS growth outpaced Attributable Profit1 due to a series


of capital reduction and capital distribution exercises
in 2000-2003 to reduce share capital by about 24%

+227%
Increased 227% from
FY2001s 13.48 cents

Distribution1

18.0 cents

Comprising a proposed final dividend of 12.0 cents and interim


dividend of 6.0 cents paid earlier

+200%
Increased 200% from
FY2001s 6.0 cents

Dividend payout ratio remains in line with the Groups policy


of paying up to 50% of Attributable Profit1

Market Capitalisation2

$8,745M
1 Before fair value adjustment and exceptional items
2 Based on issued shares as at 16 Nov 2011 at close of business on the first trading day after preliminary announcement of results

+299%
Increased 299% from
FY2001s $2,189m

10

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

STR3NGTH
of our businesses
FOOD & BEVERAGE

PROPERTIES

BEER

Australia
Bahrain
China
France
Hong Kong
Hungary
India
Indonesia
Japan
Korea
Malaysia
New Zealand
Oman
Philippines
Qatar
Saudi Arabia
Singapore
Thailand
Turkey
United Arab Emirates
United Kingdom
Vietnam

Cambodia
China
Indonesia
Laos
Malaysia
Mongolia
Myanmar
New Caledonia
New Zealand
Papua New Guinea
Singapore
Solomon Islands
Sri Lanka
Thailand
Vietnam
NON-BEER
Indonesia (Soft Drinks1)
Malaysia (Soft Drinks & Dairies)
Singapore (Soft Drinks & Dairies)
Thailand
Vietnam (Dairies2)
1 Licensing to third-party
2 9.7% stake in Vinamilk

PUBLISHING & PRINTING


Australia
China
Hong Kong
India
Malaysia
Singapore
Thailand
United Kingdom
United States of America

Revenue (%)

Profit before Interest


and Taxation (%)

Attributable Profit before Fair Value


Adjustment and Exceptional Items (%)

33

34

FY2011
$6,274M

49

FY2011
$1,152M

45
64

59

FY2011
$621M
3

By Business Segment (%)


Food & Beverage

Publishing & Printing

Properties

Others

11

STR3NGTH

30

Presence in over
countries
Leadership positions in our key markets

SINGAPORE REVENUE

OTHERS REVENUE

$2,200M

$514M

-38%

+27%

OTHER ASEAN REVENUE1

$1,372M
+88%

MALAYSIA REVENUE

$1,229M
+29%

OCEANIA REVENUE2

$959M
+91%

Note:
1 Other ASEAN: Cambodia, Laos, Myanmar, Thailand and Vietnam
2 Oceania: Australia, New Zealand and Papua New Guinea
3 Percentage (%) denotes growth from FY2007 to FY2011

Non-Beer
($000)

Beer
($000)

Publishing &
Printing
($000)

Development
Property
($000)

Commercial
Property
($000)

Others
($000)

Group
($000)

150,298

371,791

27,187

407,770

160,969

33,536

1,151,551

288%

477%

35%

250%

39%

4%

214%

FY2011

13%

32%

3%

35%

14%

3%

In FY2001

11%

18%

6%

33%

33%

9%

Profit before Interest and Taxation4


FY2011
Growth from FY2001 (%)
Profit before Interest and Taxation
Contribution (%)4

4 Excludes Discontinued Operations

12

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

MESSAGE FROM THE CHAIRMAN

The strength of our organisational


resources our people, brands and
balance sheet has enabled the Group
to register steady profit growth despite
the turbulence over the past decade.
Mr Lee Hsien Yang
Chairman

13

STR3NGTH

STR3NGTH
in leadership
10-Year CAGR
Revenue 10%
Attributable Profit 13%

$6,274M

$621M

$2,439M

$201M
FY2001

FY2003

FY2005

FY2007

FY2009

FY2011

Overview
The remarkably strong economic recovery that Singapore and
the region experienced in 2010 has slowed down markedly.
There are now considerable risks to the global economy
emanating from the unfolding financial crisis in the Euro zone.
The Board of Fraser and Neave, Limited (F&NL) will continue
to closely monitor the Groups strategies to seek to strike a
balance of risks and rewards in our efforts to build sustainable
long-term growth in profits.
Over the past decade, the events that have caused a sudden
deterioration in consumer confidence include the 9-11 tragedy
(September 2001), the SARS outbreak (March 2003), the US
sub-prime crisis (August 2007) and the collapse of Lehman
(September 2008). Sharp volatility in trading conditions is
now the norm. Risk awareness has become an important
part of our organisational culture. The recent severe flooding
that took place in Thailand has heightened our awareness
of the importance of risk management. Page 76 of this
Annual Report explains our risk management process that
is embedded within the Group.

The F&N Group has learnt to operate successfully in the face


of challenges. The strength of our organisational resources -
our people, brands and balance sheet - has enabled the Group
to register steady profit growth despite the turbulence over
the past decade.
From FY2001 to FY2011, the Groups revenue and attributable
profit before exceptional items grew at compound annual
growth rates of 10% and 12% respectively, reflecting the
strong fundamentals and resilience of our core businesses
and key markets.

Achievements in FY2011
In the year under review, I am pleased to report that the Group
achieved improvements in all key financial measures even
though FY2010 was itself a record year and hard to beat.
Group Revenue in FY2011 rose by 10% to $6,274 million.
Revenue growth was spurred on by our Soft Drinks,
Beer and Development Property businesses, which registered
gains of between 13% and 15%.

14

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

MESSAGE FROM THE CHAIRMAN


GROUP REVENUE ROSE BY 10% TO

GROUP PBIT INCREASED 8% TO

$6,274M

$1,152M

Group Profit before Interest and Taxation, fair value


adjustment of investment properties and exceptional items
(PBIT) was 8% higher, at $1,152 million in FY2011.
This figure represents seven consecutive years of
improvement at the operating level. Our Soft Drinks
and Beer businesses were the primary contributors to
the growth of Group PBIT in FY2011.

Within our Printing & Publishing business (P&P), PBIT from


the underlying operations (excluding results of associated
companies) rebounded by 19%. Printing staged a recovery
in volume and margin whilst Education Publishing benefited
from its export momentum, which is gaining traction.

Group Attributable Profit before fair value adjustment of


investment properties, exceptional items and discontinued
operations was 6% higher, at $621 million.
Net asset value rose 11% to $4.88 per share by the end of
FY2011.
Group gearing improved to 0.31x from 0.41x in FY2010.
Interest coverage ratio was also better at 21.4x versus 17.2x
in the prior year. Average debt maturity period was extended
to 3.4 years (from 3.3 years). The average cost of Group
debt was 3.23% (versus 3.34% in FY2010). During the year
the Group expanded its source of external funding by issuing
$300 million of fixed rate bonds to retail and institutional
investors. These fixed rate bonds are listed on the SGX.
Our CEOs review of the performance and growth strategies
of our core businesses are contained in Pages 30 to 64.
In general, our Food & Beverage (F&B) business achieved
sterling results, with robust PBIT improvements from Soft
Drinks (up 38%) and Beer (up 23%) more than offsetting
the weakness from Dairies (down 48%), which was hit by
higher raw material prices.
Our Properties business delivered creditable results against
a backdrop of economic uncertainties and measures to
dampen property speculation in Singapore and China.
PBIT was 3% lower due to lower contribution from
Investment Properties following the sale of Northpoint
Extension and YewTee Point to Frasers Centrepoint Trust
(FCT) in February 2010 and a decline in development
profit from China and an absence of a one-off gain recorded
in FY2010.

Dividends
The Board recommends a final ordinary dividend of 12.0 cents
per share. If approved by shareholders, the total distribution
for the year will be 18.0 cents per share, representing an
increase of 6% over FY2010 and the highest dividend paid
by the Company to date.
Our policy is to pay up to 50% of Group Attributable Profit
before fair value adjustment of investment properties and
exceptional items. The total dividend of 18.0 cents is 41%
of this figure.
Shareholders will be happy to note that an investment in the
shares of F&NL made 5 years ago would have yielded a return
(including dividends) of about 55%.

Strategic Developments
In FY2011, we continued to prune operations in our relentless
drive to sharpen our strategic focus, manage our risks and
reallocate resources to markets and businesses with better
prospects. Although acquisitions and divestments were not as
significant as the transformational changes I described in my
FY2010 Statement, they were nonetheless important strides
in the right direction.
Within our F&B business, we worked with our partner,
Heineken NV, and our joint-controlled listed entity, Asia Pacific
Breweries Limited (APBL), to review our China strategy.
The outcome was a decision to exit the unprofitable
mainstream beer market, focus on building sustainable
positions for Heineken and Tiger, retain our purpose-built

STR3NGTH

breweries in Hainan and Guangzhou, and expand the capacity


of the latter to brew our premium brands. To this end,
the Group sold its stake in Kingway Brewery in May 2011
and an agreement (subject to regulatory approval) was signed
in July 2011 to also divest the Groups brewery in Shanghai
and its interests in Jiangsu Dafuhao Breweries Co., Ltd.
The companies in Indonesia and New Caledonia that
APBL acquired from Heineken NV in February 2010 have
been seamlessly integrated. Contributions from these two
companies and Solomon Breweries (purchased in June 2011)
combined with favourable across-the-board performance
(particularly in Vietnam and Papua New Guinea) boosted
APBLs profit to an all-time high in FY2011.
Our Soft Drinks business ended FY2011 on a celebratory
note following the expiry of our transition agreements with
The Coca-Cola Company on 30 September 2011. We have
regained full control of our Soft Drinks business in Singapore
and are now free to realise the full potential of our in-house
brands.
Over the past year, the Group mustered its resources and
successfully propelled the sales of F&N, 100PLUS and F&N
SEASONS in our traditional and new markets. Several new
products were launched but there are more consumer-focused
innovations in our pipeline for the Singapore and Malaysian
markets. In FY2011, we also launched 100PLUS in Thailand
and Indonesia.
We decided to exit the Dairies market in China after taking
into account the risk in that market and our inability to
establish a competitive foothold. We completed our exit
in November 2011 with the divestment of our 29.5% stake
in China Dairy Group. Our immediate focus will be on our
canned milk business in Thailand and Malaysia, which were
to have been supported by our new dairy plants in Rojana
and Pulau Indah respectively.

15

However, massive flooding in Thailand caused the stoppage


of work at our Rojana plant on 11 October 2011. The plant
was underwater for several weeks. It is currently estimated
that production can commence approximately 3 to 5 months
after flood waters subside. The Group will ship products from
its existing Petaling Jaya plant (in Malaysia) and its outsourced
manufacturing locations, and will also fast track the start-up
of the Pulau Indah plant to meet the demands of the Thai
market. Meanwhile, work is underway with the insurer and
loss adjusters to file claims under the Groups Property All Risk
and Business Interruption Insurance policies.
We formed F&N Creameries in February 2011 in a move
to scale up our ice cream business and achieve integration
synergies from a merger of the Groups operations in Kings
Creameries (S) Pte Ltd (acquired in December 2010) and our
long established ice cream businesses in Malaysia, Thailand
and Singapore.
In our Development Property business, our strategy to bid
cautiously for State-owned sites for mass-market housing in
Singapore has given us a comparatively low-cost land bank in
a segment where demand remains resilient despite four rounds
of anti-speculation measures imposed by the Government in
September 2009, February 2010, August 2010 and January
2011. Our property arm, Frasers Centrepoint Limited (FCL),
won five residential land tenders in FY2011 (some via joint
ventures). Our move to step up the pace of joint ventures in
our Development Property business has enabled us to phase
our participation over a range of major projects, tap on our
partners expertise and resources and limit our exposure to
any single project.
At the end of FY2011, FCL had a land bank in Singapore
that can yield about 1,530 apartment units (our share) for
sale over the next one to two years. FCL launched five massmarket projects for sale in FY2011 (some via joint ventures),
and together with previously launched projects, sold 1,436
units (our share) during the course of the year.

16

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

MESSAGE FROM THE CHAIRMAN

FCL has a joint venture with Ascendas Land to develop


an integrated business park with retail and hotel elements
(total GFA of 1.26 million sqf) on a 4.7 hectare site at Changi
Business Park. Changi City Point was opened for trading in
November 2011. This is the tenth mall to be managed by FCL
in Singapore and is conveniently located next to the Expo
MRT Station. When the hotel and business park components
are completed in late 2012, they will be managed by FCLs
Hospitality division and Ascendas, respectively.
FCL is currently also developing a retail and residential
development (total GFA of 1.36 million sqf) in Punggol Central
in partnership with Far East Organisation and Sekisui House.
Watertown, a waterfront development (about 930 apartments)
will be launched in FY2012. Waterway Point mall is expected
to be open for trading by 2016 and will be managed by FCL.
In November 2011, the Group announced the formation
of a joint venture between FCL and Fraser & Neave Holdings
Bhd (F&NHB) to develop two land parcels in Petaling
Jaya currently occupied by our dairies operations, which will
be relocated to the Pulau Indah plant. Completion of this
transaction is conditional upon, amongst other things,
the approval of F&NHB shareholders being obtained. The Group
proposes to build a mixed development, comprising hotels,
offices, a shopping mall, as well as retail and residential
properties.
We benefited from an early decision to scale back on Property
Development activities in UK as well as a completion of a
corporate and debt restructuring exercise in that market in
December 2010. In China, we had opted to hold back on
further acquisitions of sites after 2007 having built up sizeable
and well-located land banks. Our focus on a staggered
development of these land banks in China will continue to
underpin earnings over the next few years. At the end of
FY2011, our remaining land bank in China can yield about
8,200 residential units. In Australia, we sold a 50% stake
in our $2 billion Central Park mixed development project to

Sekisui House in July 2011. This prudent move enabled us


to lock-in attributable net profit of about $80 million, of which
$40 million was recognised in FY2011, with the remaining
to be recognised towards the end of the project.
Our Hospitality division opened ten new properties and
won management contracts for another ten new properties.
We invested $78 million to acquire serviced apartment
developments in Indonesia (Fraser Residence Jakarta) and
Australia (Fraser Place Melbourne) and the remaining 35%
stake in Fairdace Limited (which owns Fraser Place Canary
Wharf and Fraser Suites Glasgow). At the end of FY2011,
our Hospitality division had about 7,100 apartments under
management, with signed management contracts for another
5,400 apartments currently under construction.
Our two SGX-listed REIT vehicles enhanced the quality of their
portfolios during the year under review. Frasers Commercial
Trust (FCOT) successfully divested its under-performing
legacy assets, Cosmos Plaza (in January 2011) and a 39%
stake in Australian Wholesale Property Fund (in May 2011).
In September 2011, FCT completed the acquisition of Bedok
Point mall from FCL. FCTs acquisition was partly financed
by a placement of new units. This improved the free float
of FCT units and reduced FCLs interest in FCT to about
41%. In November 2011, FCOT successfully completed an
early refinancing of its AUD loan to extend its debt maturity
profile and also take advantage of the lower interest rate
environment.
In our P&P business, operations at three unprofitable printing
plants in China were halted. Our wholly-owned subsidiary,
Times Publishing Limited (TPL), successfully divested its stake
in Shenyang Times Packaging Printing Co Ltd in September
2011. TPL is working towards a divestment and liquidation of
its remaining printing joint ventures in Liaoning and Shanghai.
TPLs Education Publishing division continues to make
promising inroads into international markets, creating growing
awareness for our Marshall Cavendish brand.

17

STR3NGTH

Looking Ahead

Acknowledgements

In view of the precarious state of the global economy,


the Group continues to make preparations in case of a severe
economic downturn and a tightening of credit in our markets.
With undrawn facilities of $3.2 billion at end FY2011, we are
also positioning ourselves to seize opportunities that might
arise in the year ahead. Based on our past experience,
the Groups diversified operations and strong market positions,
particularly its robust cashflows from its resilient F&B and
Commercial Property businesses, will provide some cushion
in difficult times.

I want to thank Management and Staff for the important part


they have played in enabling the Group to achieve its best set
of financial results.

Board and Management Changes


Mr Seek Ngee Huat joined our Board on 26 September 2011.
We are fortunate to have secured his service as he brings a
wealth of experience in the Properties business, both locally
and internationally.
Mr Koh Poh Tiong, our former CEO-F&B, left the Company
on 30 September 2011 with our best wishes and appreciation
for his contributions. During his 26 years of service with the
Group, Poh Tiong was instrumental in growing our regional
beer operations (under APBL) and, more recently, planting
the seeds of our soft drinks expansion.
After a rigorous region-wide search and as part of a planned
succession, we appointed Mr Pascal De Petrini to take over as
CEO-F&B with effect from 1 October 2011. He joins us from
the Danone Group and we are pleased that he has accepted
the challenge of taking our F&B business to greater heights.

I also thank all my colleagues on the Board for their spirited


participation in our discussions on the strategic direction of the
Group. The Boards collective wisdom and expertise, as well as
its active engagement with management have paved the way
for swift and decisive responses to key issues at a time when
agility is of utmost importance.
I place on record our gratitude to Heineken NV for their
invaluable contributions to our partnership in APBL since 1931.
The Boards of our listed entities, F&NHB, APBL, FCT, FCOT
and Frasers Property (China) Limited have been fine stewards.
I want to thank them for their continued support in the
creation of solid foundations for sustainable profit growth for
all stakeholders.
Last but not least, I would like to thank all shareholders for
your support.

Mr Lee Hsien Yang


Chairman

18

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

BOARD OF DIRECTORS

Mr Lee Hsien Yang

Mr Timothy Chia Chee Ming

19

STR3NGTH

Mr Lee Hsien Yang, 54


Chairman
Non-executive and non-independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

: 06 Sep 2007
: 27 Jan 2011
: 4 years 01 month

Board committee(s) served on:


Board Executive Committee (Chairman)
Food & Beverage Board Committee (Chairman)
Academic & Professional Qualification(s):
Bachelor of Arts (Double First), Cambridge University, UK
Master of Science Management, Stanford University, USA
Present Directorships (as at 30 Sep 2011)
Listed companies
Australia and New Zealand Banking Group Ltd
Singapore Exchange Limited

Mr Timothy Chia Chee Ming, 61


Non-executive and independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

: 26 Jan 2006
: 28 Jan 2010
: 5 years 08 months

Board committee(s) served on:


Audit Committee
Nominating Committee
Remuneration & Staff Establishment Committee (Chairman)
Academic & Professional Qualification(s):
Bachelor of Science cum laude in Management,
Fairleigh Dickinson University, USA
Present Directorships (as at 30 Sep 2011)
Listed companies
Banyan Tree Holdings Limited
Hup Soon Global Corporation Limited (Chairman)

Others
Asia Pacific Investment Pte Ltd (Chairman)
Civil Aviation Authority of Singapore (Chairman)
Governing Board of Lee Kuan Yew School of Public Policy
Kwa Geok Choo Pte Ltd
The Islamic Bank of Asia Limited
Major Appointments (other than Directorships)
Nil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Nil
Others
Previously Chief Executive Officer of Singapore
Telecommunications Limited
Presidents Scholar
SAF Scholar

Others
SP PowerGrid Limited
SPI (Australia) Assets Pty Ltd
Guan-Leng Holdings Pte Ltd

Parkesville Pte Ltd


Gracefield Holdings Limited

United Motor Works (Siam) Public Co., Ltd
United Motor Works (Mauritius) Limited

Major Appointments (other than Directorships)


Trustee of the Singapore Management University
EQT Funds Management Ltd (Senior adviser)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2008 to 30 Sep 2011)
FJ Benjamin Holdings Ltd
Singapore Post Limited

20

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

BOARD OF DIRECTORS

Ms Maria Mercedes Corrales

Mr Ho Tian Yee

Mr Hirotake Kobayashi

21

STR3NGTH

Ms Maria Mercedes Corrales, 62


Non-executive and independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

Major Appointments (other than Directorships)


Nil
: 08 Sep 2010
: 27 Jan 2011
: 1 year 01 month

Board committee(s) served on:


Nil
Academic & Professional Qualification(s):
Master of Business Administration, Duke University, USA
Bachelor of Science in Business Management,
Mapua Institute of Technology, Philippines
General Management Program Stanford/NUS
Present Directorships (as at 30 Sep 2011)
Listed companies
Nil

Past Directorships in listed companies held over the


preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Representative Director, Starbucks Coffee Japan
Others
Was President Starbucks Coffee-Asia Pacific;
Corporate Senior Vice President Starbucks Corporation
Previously Representative Director, CEO/COO of Starbucks
Coffee Japan KK
Previously Representative Director and President Levi Strauss
Japan KK and Regional Vice President for North Asia
(Japan, Greater China and South Korea)
Held various senior leadership positions in Asia and
Latin America for Levi Strauss and Co.

Others
Nil

Mr Ho Tian Yee, 59
Non-executive and independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

: 01 Dec 1997
: 27 Jan 2011
: 13 years 10 months

Board committee(s) served on:


Board Executive Committee
Nominating Committee (Chairman)
Remuneration & Staff Establishment Committee
Academic & Professional Qualification(s):
Bachelor of Arts (Honours) Economics (CNAA),
Portsmouth University, UK
Executive Program, Carnegie-Mellon University, USA
Present Directorships (as at 30 Sep 2011)
Listed companies
DBS Group Holdings Ltd
DBS Bank Ltd
SP AusNet*

Others
Served on the Risk Committee of the Government of Singapore
Investment Corporation

Major Appointments (other than Directorships)


Kirin Holdings Company, Limited (Managing Director)
: 13 Dec 2010
: 27 Jan 2011
: 09 months

Academic & Professional Qualification(s):


Bachelors Degree in Economics, Keio University, Japan
Program for Management Development,
Harvard Business School

Others
Nil

Past Directorships in listed companies held over the


preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Singapore Exchange Limited

SP Australia Networks (RE) Ltd and SP Australia Networks (Transmission) Ltd

Board committee(s) served on:


Nil

Present Directorships (as at 30 Sep 2011)


Listed companies
Kirin Holdings Company, Limited

Major Appointments (other than Directorships)


Nil

* SP AusNet, a stapled security, comprises SP Australia Networks (Distribution) Ltd,

Mr Hirotake Kobayashi, 56
Non-executive and non-independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

Others
Fullerton Fund Management Co. Ltd
Hexa-Team Planners Pte Ltd
Pacific Asset Management (S) Pte Ltd
Singapore Power Limited
Times Publishing Ltd

Past Directorships in listed companies held over the


preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Lion Nathan Limited
San Miguel Corporation
National Foods Limited
Others
Previously President and Chief Executive Officer of Kirin Business
Expert Company, Limited
Previously Managing Executive Officer and General Manager of
Strategic Planning Department, Kirin Holdings Company Limited
Previously General Manager of the Finance & Accounting
Department, Kirin Business Expert Company, Limited

22

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

BOARD OF DIRECTORS

Mr Koh Beng Seng

Dr Seek Ngee Huat

Mr Soon Tit Koon

23

STR3NGTH

Mr Koh Beng Seng, 61


Non-executive and independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

Others
Japan Wealth Management Securities Inc
Sing-Han International Financial Services Limited
: 26 Jan 2006
: 22 Jan 2009
: 5 years 08 months

Past Directorships in listed companies held over the


preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Nil

Board committee(s) served on:


Audit Committee (Chairman)
Academic & Professional Qualification(s):
Bachelor of Commerce (First Class Honours),
Nanyang University, Singapore
Master of Business Administration, Columbia University, USA
Present Directorships (as at 30 Sep 2011)
Listed companies
Singapore Technologies Engineering Ltd
BOC Hong Kong (Holdings) Limited
Bank of China (Hong Kong) Limited
Great Eastern Holdings Limited
Dr Seek Ngee Huat, 61
Non-executive and independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

: 26 Sep 2011
:: 0 month

Board committee(s) served on:


Nil
Academic & Professional Qualification(s):
PhD in Urban Research, Australian National University
Master of Science (Business Administration),
University of British Columbia
Bachelor of Science (Estate Management),
National University of Singapore
Present Directorships (as at 30 Sep 2011)
Listed companies
Global Logistic Properties Limited

Others
Previously Deputy Managing Director, Banking and Financial
Institution Group of Monetary Authority of Singapore
Previously an advisor to International Monetary Fund to reform
Thailands financial sector
Previously Deputy President of Singapores United Overseas
Bank Limited

Major Appointments (other than Directorships)


Advisor, Group Executive Committee, Government of Singapore
Investment Corporation
Chairman, Latin America Business Group, Government of
Singapore Investment Corporation
Chairman, Management Board, NUS Institute of Real Estate
Studies
Member, International Advisory Council, Guanghua School of
Management, Peking University
Member, Real Estate Advisory Board, Cambridge University
Member, International Advisory Council, Fundacao Dom Cabral,
Brazil
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Nil
Others
Previously Director of:
Government of Singapore Investment Corporation Pte Ltd
Government of Singapore Investment Corporation (Realty) Pte Ltd
Recosia Pte Ltd
Europe Realty Holdings Pte Ltd
Canadian Realty Holdings Pte Ltd
Previously President of GIC Real Estate Pte Ltd
Previously Senior Partner of Jones Lang Wootton (currently Jones
Lang Lasalle) and Managing Director of JLW Advisory Pty Ltd

Others
GIC Real Estate Pte Ltd

Mr Soon Tit Koon, 60


Non-executive and non-independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

Major Appointments (other than Directorships)


Octagon Advisors Pte Ltd (Chief Executive Officer)

Present Directorships (as at 30 Sep 2011)


Listed companies
Bank of Ningbo Co., Ltd
: 31 Jan 2008
: 27 Jan 2011
: 3 years 08 months

Board committee(s) served on:


Board Executive Committee
Food & Beverage Board Committee
Remuneration & Staff Establishment Committee
Academic & Professional Qualification(s):
Master of Business Administration, University of Chicago, USA
Bachelor of Science (Honours), University of Singapore
Advance Management Program, Harvard Business School

Others
Nil
Major Appointments (other than Directorships)
Oversea-Chinese Banking Corporation Limited
(Chief Financial Officer) (Up to 05 Dec 2011)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Nil
Others
Previously Chief Financial Officer of Wilmar Holdings
Previously Managing Director of Citicorp Investment Bank

24

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

BOARD OF DIRECTORS

Mr Tan Chong Meng

Mr Nicky Tan Ng Kuang

25

STR3NGTH

Mr Tan Chong Meng, 51


Non-executive and independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

Others
National University Health System Pte Ltd
PSA International Pte Ltd
: 18 Jun 2008
: 22 Jan 2009
: 3 years 03 months

Major Appointments (other than Directorships)


PSA International Pte Ltd (Group Chief Executive Officer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Showa Shell Sekiyu, Japan

Board committee(s) served on:


Audit Committee
Academic & Professional Qualification(s):
Master of Arts, Industrial Engineering,
National University of Singapore
Bachelor of Arts, Mechanical Engineering,
National University of Singapore

Others
Nil

Present Directorships (as at 30 Sep 2011)


Listed companies
Nil

Mr Nicky Tan Ng Kuang, 53


Non-executive and independent Director
Date of first appointment as a director
Date of last re-election as a director
Length of service as a director (as at 30 Sep 2011)

: 21 Oct 2003
: 28 Jan 2010
: 7 years 11 months

Board committee(s) served on:


Audit Committee
Board Executive Committee
Food & Beverage Board Committee
Nominating Committee
Academic & Professional Qualification(s):
Member, The Institute of Chartered Accountants in England
and Wales
Certified Public Accountant, Institute of Certified Public
Accountants in Singapore
Present Directorships (as at 30 Sep 2011)
Listed companies
Nil

Others
nTan Corporate Advisory Pte Ltd
Singtel Innov8 Pte Ltd
Singtel Innov8 Holdings Pte Ltd
National University Health System Pte Ltd
Major Appointments (other than Directorships)
nTan Corporate Advisory Pte Ltd (Chief Executive Officer)
Past Directorships in listed companies held over the
preceding three years (from 01 Oct 2008 to 30 Sep 2011)
Singapore Telecommunications Limited
Others
Previously Partner, Head of Global Corporate Finance
of Arthur Andersen Singapore and ASEAN region
Previously Partner, Head of Financial Advisory Services
of Price Waterhouse Singapore
Previously Chairman of Financial Advisory Services
of PricewaterhouseCoopers Asia Pacific region

26

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CORPORATE INFORMATION

BOARD OF DIRECTORS

GROUP MANAGEMENT

Mr Lee Hsien Yang (Chairman)


Mr Timothy Chia Chee Ming
Ms Maria Mercedes Corrales
Mr Ho Tian Yee
Mr Hirotake Kobayashi
Mr Koh Beng Seng
Dr Seek Ngee Huat
Mr Soon Tit Koon
Mr Tan Chong Meng
Mr Nicky Tan Ng Kuang

Mr Pascal De Petrini
Chief Executive Officer, Food & Beverage

BOARD EXECUTIVE COMMITTEE


Mr Lee Hsien Yang (Chairman)
Mr Ho Tian Yee
Mr Soon Tit Koon
Mr Nicky Tan Ng Kuang

Mr Goh Sik Ngee


Chief Executive Officer, Times Publishing Group
Mr Lim Ee Seng
Chief Executive Officer, Frasers Centrepoint Group
Mr Roland Pirmez
Chief Executive Officer, Asia Pacific Breweries Limited
Dato Ng Jui Sia
Chief Executive Officer, Fraser & Neave Holdings Bhd
Mr Anthony Cheong Fook Seng
Group Company Secretary
Mr Hui Choon Kit
Group Financial Controller

FOOD & BEVERAGE BOARD COMMITTEE

REGISTERED OFFICE

Mr Lee Hsien Yang (Chairman)


Mr Soon Tit Koon
Mr Nicky Tan Ng Kuang

#21-00 Alexandra Point


438 Alexandra Road
Singapore 119958
Tel: (65) 6318 9393 | Fax: (65) 6271 0811

AUDIT COMMITTEE
(including Risk Management Committee)

SHARE REGISTRAR AND TRANSFER OFFICE

Mr Koh Beng Seng (Chairman)


Mr Timothy Chia Chee Ming
Mr Tan Chong Meng
Mr Nicky Tan Ng Kuang

Tricor Barbinder Share Registration Services


80 Robinson Road
#02-00
Singapore 068898
Tel: (65) 6236 3333 | Fax: (65) 6236 3405

NOMINATING COMMITTEE
Mr Ho Tian Yee (Chairman)
Mr Timothy Chia Chee Ming
Mr Nicky Tan Ng Kuang

REMUNERATION & STAFF


ESTABLISHMENT COMMITTEE
Mr Timothy Chia Chee Ming (Chairman)
Mr Ho Tian Yee
Mr Soon Tit Koon

AUDITOR
Ernst & Young LLC
Partner-in-charge: Mr Nagaraj Sivaram
(since financial year 2009)

PRINCIPAL BANKERS
Bank of Tokyo-Mitsubishi UFJ, Ltd
DBS Bank Ltd
Oversea-Chinese Banking Corporation Limited
Standard Chartered Bank
United Overseas Bank Limited

27

STR3NGTH

CORPORATE STRUCTURE

PROPERTIES
FRASERS CENTREPOINT GROUP
166 Subsidiary companies
13 Joint venture companies
5 Associated companies
Listed companies
Frasers Centrepoint Trust
Frasers Commercial Trust
Frasers Property China Group
11 Subsidiary companies

FOOD & BEVERAGE


FRASER & NEAVE HOLDINGS BHD
24 Subsidiary companies
1 Associated company
Cocoaland Holdings Berhad
OTHER LISTED & UNLISTED COMPANIES

PUBLISHING & PRINTING

11 Subsidiary companies
Asia Dairies (S) Pte Ltd
F&NBev Manufacturing Pte. Ltd.
F&N Dairy Investments Pte Ltd
F&N Foods Pte Ltd
F&N United Ltd
F&N Interflavine Pte Ltd
Magnolia PDL Dairies (1993) Sdn Bhd
Myanmar Brewery Ltd
Red Lion Holdings Pty Ltd
Tiger Taverns Sdn Bhd
F&N Creameries Group
6 Subsidiary companies
1 Joint venture company
Asia Pacific Investment Pte Ltd
Asia Pacific Breweries Group
56 Subsidiary companies
3 Joint venture companies
2 Associated companies
Heineken-Asia Pacific Breweries Limited
7 Subsidiary companies
1 Joint venture company
3 Subsidiary companies
1 Associated company
China Dairy Group Ltd

TIMES PUBLISHING GROUP


43 Subsidiary companies
2 Joint venture companies
4 Associated companies
Listed companies
Fung Choi Media Group Limited
PMP Limited

OTHERS
OTHER UNLISTED COMPANIES
7 Subsidiary companies
F&N Investments Pte Ltd
F&N Services (L) Bhd
F&N Treasury Pte Ltd
Fannet Online Sdn Bhd
Fraser & Neave (Singapore) Pte Ltd
Fraser & Neave Investments (HK) Ltd
International Theme Parks (Singapore) Pte Ltd

28

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

our

gRowth
drivers

F&Ns stellar performance for the year reflects the strong


underlying fundamentals of our businesses. The strategic
path for the future growth of our 3 businesses is clear.
We will continue to drive shareholder value in a responsible
and sustainable manner.

Forging strategic
business partnerships
and networks to gain
entry and build our
foundation in new
markets

Grooming leaders
and developing
staff systematically
to ensure a
continuous pool
of talent

Leveraging our
strong global
network to
expand our market
reach and tap
on new business
opportunities

Sharpening capital
management and
extracting operational
efficiencies to enhance
shareholder return

Harnessing R&D
to enhance our
innovative edge
and deliver quality
products in line
with current
lifestyle trends

29

STR3NGTH

GROUP FINANCIAL PERFORMANCE


5-YEAR STATISTICS

Year ended 30 September


Note
Profit Statement ($ million)




Revenue
Profit before taxation
- before interest
- before impairment, fair value adjustment and exceptional items
- after exceptional items


Attributable profit
1 - before fair value adjustment and exceptional items

- after exceptional items

FY2007 FY2008

FY2009

FY2010 FY2011

4,731

732
661
673

4,990

766
701
737

5,146

799
737
614

5,697

1,071
1,009
1,172

6,274

1,152
1,098
1,413


378
379


372
436


462
357


584
728


621
875

Balance Sheet ($ million)


2 Net asset value

Total assets employed

Long-term borrowings

Market Capitalisation ($ million)


at close of business on the first trading day after
preliminary announcement of results

5,221 5,283 5,585 6,143 6,882


12,873 13,526 13,868 13,523 13,772
2,477 3,355 3,608 2,666 3,216

8,745

7,955

4,308

5,408

9,127

Financial Ratio (%)



Return on average shareholders equity

- profit before impairment, fair value adjustment and exceptional items
1 - attributable profit before fair value adjustment and exceptional items


15.0
8.6


13.4
7.1


13.6
8.5


17.2
10.0


16.9
9.5

3 Gearing ratio

- without non-controlling interests

- with non-controlling interests


72.1
59.0


83.3
68.6


65.5
54.7


46.8
41.4

34.3
30.6

Per Share
Profit before impairment, fair value adjustment,
taxation and exceptional items (cents)

50.0

50.5

53.0

72.2

78.0

Attributable profits (cents) (basic)


- before fair value adjustment and exceptional items
- after exceptional items


28.6
28.7


26.8
31.4


33.2
25.7


41.8
52.1


44.1
62.2

2 Net asset value ($)

3.77

3.80

4.01

4.38

4.88


Dividend

- net (cents)
4 - cover (times)


13.5
2.1


13.5
2.0


13.5
2.5


17.0
2.5

18.0
2.5

5.75

3.10

3.88

6.51

6.20

Stock Exchange Prices ($)


at close of business on the first trading day
after preliminary announcement of results

Note:
1 Attributable profit before fair value adjustment and exceptional items: Profit after taxation and non-controlling interests before fair value adjustment and exceptional items.
2 Net asset value: Share capital and reserves.
3 Gearing ratio: Sum of bank borrowings and term loans, less fixed deposits and cash & bank balances, expressed as a percentage of equity.
4 Dividend cover: Attributable profit before fair value adjustment and exceptional items per share, divided by net dividend per share.
5 FY2007 and FY2008 figures are as previously reported. FY2009 and FY2010 figures are based on Continuing Operations.

30

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


FOOD & BEVERAGE

PASCAL DE PETRINI CHIEF EXECUTIVE OFFICER

Revenue increased 12% to

$3,689M
Business Overview
The Food & Beverage (F&B) division continued to deliver
solid performance, backed by strong double-digit revenue and
profit growth in Soft Drinks and Beer. This year, F&B revenue
recorded a growth of 12%, to $3,689 million. Coupled with
better margins from favourable product mix and improved
operating efficiencies, our earnings grew 14% to $522 million,
despite high input cost. This marked our third consecutive year
of profit growth.
Lifted by 15% growth in beer sales across most markets
and improved margins, Beers FY2011 earnings leapt 23%
to $372 million. At Non-Beer, which comprises Soft Drinks
and Dairies, despite an 8% improvement in revenue, PBIT was
down 2% due to lower earnings from Dairies Malaysia.
Soft Drinks earnings surged 38% to $113 million, buoyed by
strong 13% top-line growth, favourable sales mix and
improvements in operational efficiency. Profitability of Dairies
was weighed down by high input costs, particularly in Malaysia.
Consequently, Dairies saw a 48% decline in earnings,
to $37 million. Notwithstanding the weaker performance
from Dairies, F&B continued to make good progress in its
contribution to Groups earnings. This year, we accounted for
45% of Group PBIT, up from 43% in FY2010, an affirmation
our growth strategies, strength of our brands and capabilities
of our people.

31

STR3NGTH

PBIT increased 14% to

$522M
FY2011 key developments:
Profit contribution increased
to 45%
Accretive acquisition and added
leading brands
Increased capacity to support
growing demand
Restructured Beers operations in
China; focus on premium brands
Maintained leadership positions
in key markets
Strong innovation and commercial
capabilities
Strategic expansion into Indochina
and Indonesia

32

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

STR3NGTH

33

CEO BUSINESS REVIEW


FOOD & BEVERAGE

NON-BEER: Gearing up for growth


Setting our sights firmly on the long-term success of the
business, we continued to lay the foundations for future
growth of our Non-Beer business with several strategic
activities.
This year, we had been gearing up towards a new milestone
for Soft Drinks the expiry of the licensing agreement with
The Coca-Cola Company (TCCC) in September 2011.
With the end of the partnership with TCCC in Singapore,
all our soft drinks brands returned home to our growing stable
of brands. From 1 October 2011, we regained control of all
aspects of our Soft Drinks business in Singapore, ranging
from manufacturing and marketing to sales and distribution.
In Malaysia, we ceased to be the bottler for TCCC. In Singapore,
we have appointed our wholly-owned subsidiary, F&N Foods
Pte Ltd, to be the sole distributor for all F&N beverages locally.
With this, we would receive 100% of the income from
the sales and distribution of our beverages in Singapore.
Our Bursa-listed Malaysian subsidiary, Fraser & Neave Holdings
Bhd, would continue to cover Malaysia as well as Brunei.
To further prepare ourselves for this milestone development,
we had taken steps to widen and deepen distribution to
ensure widest availability of our products. Marketing and sales
activities were also ramped up while upholding a high level
of service quality to all our partners and consumers.
With the Soft Drinks homecoming, we accelerated the
introduction of new products that embrace F&Ns philosophy
of Pure Enjoyment. Pure Goodness. For the year in review,
we rolled out ZESTA, a refreshing sparkling drink with the
unique taste of the guarana berry, as well as a reduced
sugar range of F&N Sparkling Drinks in 500ml PET bottles.
More recently, we rolled out 100PLUS EDGE, a non-carbonated
version of our flagship brand 100PLUS, and a refreshing
lemon-lime flavoured sparkling drink, F&N CLEARLY CITRUS.
Plans are in place to introduce more new beverages to our
consumers, and to drive differentiated products across our
Soft Drinks portfolio.

To gain greater efficiencies, we invested in and installed


two new Tetra Pak lines at the existing Soft Drinks plants in
Malaysia. A new PET production line was also commissioned
this year in Malaysia. This high-tech line will boost our
carbonated soft drinks (CSD) PET bottle output by 30% per
day, to 672,000 bottles. One of the fastest production lines in
the region, this line will also improve operational efficiencies
and enhance green capacity by undertaking the entire
production of CSD PET bottled products while minimising
wastages.
Another investment that underscores our commitment towards
future growth is the new state-of-the-art dairy plant in Pulau
Indah, Malaysia. Featuring cutting-edge green technology
that will minimise carbon footprint through the incorporation
of water, energy and environmental conservation technology,
this new canned milk plant, which will commence commercial
production in early-2012, is replicated from the blueprint of
our first greenfield plant in Rojana Industrial Park, Thailand.
The plants strategic location within the Selangor Halal Hub
would enable us to fortify our presence in the regions
fast-growing Halal markets.
Following the acquisition of Kings Creameries (S) Pte Ltd, the
new ice cream division, F&N Creameries, was formed in February
2011 to consolidate and integrate the management and
operations of our ice cream business in Singapore, Malaysia and
Thailand. The exercise was successfully completed in June 2011.
This new division will spearhead our strategy to scale up and
strengthen our ice cream business, with an ambition to become
a leading ice cream player in the growth markets of ASEAN.
We aim to achieve this by leveraging our well-established brands
such as F&N MAGNOLIA and introducing new products which
tap into unmet consumer needs. Consumers in Singapore,
Malaysia and Thailand can look forward to more exciting new
product launches and activities as exemplified by the launch
of F&N MAGNOLIA Sherbet in Singapore in August. Moving
forward, we would be able to extract synergies and offer a
complementary portfolio of brands and products to satisfy
a diversity of consumer segments.
As part of our efforts to streamline the Non-Beer portfolio,
we divested our entire 29.5% stake in China Dairy Group
Ltd for around $38 million in November 2011, to realise
an exceptional gain of $18 million.

34

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


FOOD & BEVERAGE

Soft Drinks
Sparkling success
Soft Drinks continued to achieve good growth with market
share gains. Revenue jumped 13% to $759 million and PBIT
grew 38%, to $113 million, on higher volume, favourable
product mix and improvements in operational efficiency.
The robust performance was driven by volume growth from
our core brands, 100PLUS and F&N SEASONS, supported by
the launch of new flavours and effective marketing activities.
Outdo Yourself
Dedicated to promoting an active lifestyle and healthy living,
100PLUS is the isotonic drink of choice at major sporting
events. Since its launch in 1983, 100PLUS has established
itself as the essential hydrating source for millions of people
daily, consistently encouraging consumers and athletes alike
to Outdo Yourself.

As the leading ready-to-drink beverage in Malaysia, 100PLUS


was present at top sporting events such as the popular
football tournament, Piala Malaysia Finals 2011, the prestigious
hockey competition, 100PLUS Tun Abdul Razak Cup and the
KL Marathon 2011. In Singapore, 100PLUS made its presence
felt in school tournaments, major runs and international
sporting events spanning marathons, triathlons and golf.
In January 2011, 100PLUS became the proud sponsor
of Singapores outstanding national table tennis teams.
The 100PLUS official isotonic drink sponsorship of $750,000
over three years to the National Table Tennis men and
womens teams was the largest sponsorship received by
the Singapore Table Tennis Association then.
100PLUS also continued to present the The Straits Times Star
of the Month and The Straits Times Athlete of the Year awards,
which gave due recognition to Singapore athletes who have
inspired with their determination to excel and brought honour
to their sport.

35

STR3NGTH

Refreshingly popular

Spreading delights

The F&N SEASONS portfolio continued to be a popular choice


with consumers for healthier and great tasting beverages.

Trusted and loved by generations of Singaporeans and


Malaysians, F&N Sparkling Drinks is well-known for its
bold, vibrant and fun-tasting range of drinks that has built
connections with its young consumers.

Following the successful launch of the F&N SEASONS green


tea and fruit tea range last year, four tea variants - Jasmine
Green Tea, Ice Lemon Green Tea, Ice Peach Tea and Ice Apple
Tea - are now available in convenient PET bottles in Malaysia
for consumers who are frequently on-the-go. Supported by
integrated marketing campaigns and sampling activities that
successfully drove brand awareness and sales, F&N SEASONS
saw substantial market share gains to become the Number 1
ready-to-drink tea beverage in Malaysia.

A highlight in the fun-packed activity calendar for F&N


Sparkling Drinks was the second edition of Singapore Dance
Delight, the local leg of the international street dance
competition held in Osaka, Japan. This is the second year that
F&N Sparkling Drinks has supported youth culture, showcasing
the talents of street dancers from Singapore and the region.
In Malaysia, F&N Sparkling Drinks entertained its young
consumers with The F&N Big Fun Fest, a youth extravaganza
aimed at spreading cheer to young consumers. 20,000 youths
gathered at the heart of Kuala Lumpurs vibrant shopping
district and enjoyed street art demonstrations, dances,
customised t-shirt designing and performances by popular
artistes.

36

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


FOOD & BEVERAGE

Dairies
Maintained leadership positions
Dairies revenue improved 5% to $1,067 million, due mainly
to volume growth in Thailand and the rest of the Indochina
region. However, rising input costs adversely affected Dairies
profits and margins. Despite price increases, Dairies PBIT fell
48% to $37 million.
Notwithstanding the drop in profits, our canned milk portfolio
continued to command more than 60% of the combined
sweetened condensed and evaporated milk market share
in Malaysia.
In Thailand, volume jumped 9% and we maintained leadership
positions in our canned milk and liquid milk portfolio.
The various brand campaigns were well-received by consumers
and upped visibility as well as awareness of our brands.
While the year under review was challenging for Dairies,
we remained focused on driving organic growth in key markets
of Singapore, Malaysia and Thailand, while cultivating new
markets in ASEAN to grow our Dairies business. This year,
we made significant inroads into the rest of the Indochina
market to strengthen our position as the leading dairy player
in this region.

STR3NGTH

37

38

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


FOOD & BEVERAGE

BEER: Growing from strength to strength

SOUTH & SOUTH EAST ASIA (Singapore, Malaysia,


Indonesia, Sri Lanka and export markets)

As testament to the Groups achievements in regionalisation


and portfolio management, Beers growth momentum
continued unabated. Supported by 31 brewery operations in
15 countries1, in FY2011, it remained a top revenue contributor
to the F&B business.

Volume and PBIT for South and South East Asia rose 20%
and 30% respectively, supported mainly by the acquired
breweries in Indonesia in February 2010. On a comparable
basis, excluding the results from Indonesia from October 2010
to January 2011, PBIT improved 6%, driven by higher volumes
in all markets and improved margins in Indonesia.

Boosted by contributions from the newly acquired breweries


in Indonesia, New Caledonia and Solomon Islands, and strong
organic growth in most markets, revenue rose 15% to $1,864
million. PBIT grew to $372 million, up 23% from the previous
year, due to better margins from price increases, improved
sales mix and lower overheads.
The Group, mainly through its stake in Asia Pacific Breweries
Limited (APB), remains as Asia Pacifics leading brewer
with an unparalleled footprint of 31 breweries spanning
15 countries1 and offers a winning portfolio of over 40 beer
brands targeted at a wide spectrum of consumers. The Group
aims to further expand its network and strengthen its presence
through continued investment in brands, strategic investments
and deeper market penetration throughout the region.

Singapore continued to report stable earnings with marginally


higher volume. Our local brand portfolio was enhanced with
the addition of Tiger Crystal. The Group further strengthened
Tigers brand equity and association with football by launching
the regional Tiger Street Football tournament and continuing
to support the Barclays Premier League 2010/2011 season as
the official broadcast sponsor.
OTHER ASEAN (Cambodia, Laos, Myanmar, Thailand and
Vietnam)
This region remained the largest contributor to Beers earnings,
accounting for 53% of its PBIT. Strong consumer demand,
particularly in Vietnam, led to an overall volume gain of 17%
for the region. PBIT increased 18% to $198 million, negated by
an 18% devaluation in the Vietnamese Dong. Excluding this
translation losses, PBIT grew 35%.
Profitability in Vietnam improved on the back of higher volume
and improved margins from price increases. Premium brands
Tiger and Heineken, as well as Larue all enjoyed significant
increase in demand.

1 On 13th July 2011, Asia Pacific Breweries, together with Asia Pacific Investment Pte Ltd, announced that it would be divesting its stakes in Jiangsu Dafuhao Breweries Co. Ltd
and Shanghai Brewery Co. Ltd for RMB870 million. Upon completion, the Group will have approximately 25 breweries in 15 countries.

STR3NGTH

39

40

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


FOOD & BEVERAGE

OCEANIA (Papua New Guinea, New Caledonia,


New Zealand and Solomon Islands)
Higher volume, favourable sales mix and improved margins
in Papua New Guinea (PNG) and New Zealand, further lifted
by strong contributions from the newly acquired breweries
in New Caledonia in February 2010 and Solomon Islands in
June 2011, helped boost beer sales for the Oceania region
to $493 million, an increase of over 20% from the previous
year. Volume and earnings grew 11% and 41% respectively.
Excluding the contributions from Solomon Islands and New
Caledonia from October 2010 to January 2011, PBIT gained 34%.
Favourable economic conditions boosted SP Lager and South
Pacific Export Lager sales volume. Through successful brand
building efforts, SP Lager is associated with the Rugby League
and the national team, while South Pacific Export Lager is a
sponsor of the Export PNG Open golf tournament.
NORTH ASIA (China and Mongolia)
The Group remains committed to our participation in the
Chinese beer market. Forging ahead with our premium brand
strategy through our quality offerings, Tiger and Heineken,
stakes in Kingway Brewery were divested this financial year,
realising an exceptional income of $33 million. We have
also entered into agreements to divest our stakes in Jiangsu
Dafuhao Breweries and Shanghai Asia Pacific Brewery.

BEER: Investing for the future


Vietnam
The Group has expanded total brewing capacity in Vietnam
by a further 25% through investments in our breweries in
Ho Chi Minh City, Hanoi and Danang to meet the anticipated
growth in demand for key brands, Tiger, Heineken and Larue.

Already the largest brewery in Vietnam and the Group,


the Ho Chi Minh City brewery increased production capacity
from 2.8 million hectolitres to 4.2 million hectolitres.
The multi-phase enhancement programme included a second
canning line that produces up to 90,000 cans per hour,
fermentation facilities, malt silos, waste water treatment
plant, a brew house upgrade and warehouse extension.
Also to complete by end-2011 are the production capacity
enhancements in the Hanoi and Danang breweries to 875,000
hectolitres and 1 million hectolitres respectively.
China
The $80-million greenfield brewery in Guangzhou which
officially opened in May 2011 further consolidates the
Groups presence in South China, where we also have a
brewery operation in Hainan. To fulfill growing demand for
Tiger and Heineken and to ensure the supply of premium
beers nationwide, production capacities of the Hainan and
Guangzhou breweries will be expanded to 2 million hectolitres
and 1.5 million hectolitres, marking a 33% and 50% increase
in respective capacities.
Mongolia
The annual production capacity of our brewery in Mongolia
has been increased to 300,000 hectolitres to cater to volume
increase and growth potential.
Solomon Islands
The Groups presence in the Oceania region has been
strengthened with the addition of Solomon Breweries, the only
brewery in Solomon Islands. Through APBs 98% stake,
the Group assumes leadership position in the country through
Solomon Breweries, which has a robust distribution network,
goodwill and is synonymous with leading brands, SB and
Solbrew Lager that enjoy extensive penetration in the market.

STR3NGTH

Looking Ahead to FY2012


Despite current global economic headwinds, we will remain
focused on our vision to become a leading F&B player in the
Asia Pacific. We will drive the regionalisation of Beer, Dairies,
Ice Cream and Soft Drinks, and will continuously strengthen
our portfolio of brands as well as enhance our operating
efficiency.
Our initiatives translate into lasting competitive advantage that
will weather ever-changing economic conditions. Consumerfocused innovation will continue to be pursued. We seek to
retain our leadership across key market segments and build
interest in new ones. It is also important for us to improve
route-to-market, widening and deepening our distribution
capability and upgrading service levels. We want to ensure
that on-ground execution will be at its most effective for us
to enjoy maximum results from our marketing efforts.
I am confident that by keeping firmly aligned to these strategic
priorities, we will be able to ride through the challenges.
Ultimately, we want to be well-positioned to seize growth
opportunities and to strengthen our presence in the region.
We aim to stay ahead of the curve in the year ahead and
continue delivering strong performance and results.

41

42

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PROPERTIES

LIM EE SENG CHIEF EXECUTIVE OFFICER

Revenue increased 11% to

$2,128M
Business Overview
We are pleased to report yet another strong performance
for the Properties division. This year, our revenue grew by a
considerable 11% to $2,128 million, as compared with $1,915
million last year. This strong growth was underpinned by
pre-sold and newly launched residential properties, asset
sales and newly-opened serviced residences in Singapore and
overseas. Earnings, however, slipped 3% to $569 million due
to lower contribution from Commercial Property and decline
in profit from China development property as a result of the
completion of residential projects and an absence of one-off
gain recorded last year.
Development Property, despite lower progressive income
recognition from China, maintained its solid performance from
last year. This year, we launched eight residential projects and
sold more than 3,200 units in our key markets. We also picked
up five sites to add to our Singapore land bank. In addition,
we divested another Singapore retail mall, Bedok Point,
to Frasers Centrepoint Trust, following the divestment of
two retail malls last year. To accelerate the development
and realisation of the value of our key Australian asset,
we partnered Sekisui House to jointly develop the majority
of Central Park, a six-hectare site in central Sydney, Australia.
In Commercial Property, strong occupancies and higher rentals
from most of the properties were sustained. At Hospitality,
our global expansion efforts continued with the opening of
10 new properties and securing 10 new management contracts.

Boathouse Residences

43

STR3NGTH

Achieved PBIT of

$569M
FY2011 key developments:
Launched eight residential projects
Launched 2,760 residential units
in Singapore
Launched 1,273 residential units
in Australia1
Robust sales of 3,233 units2
Unrecognised revenue of $2 billion
Obtained TOP for four residential
projects in Singapore and one
in China
Grew Singapore pipeline with
acquisition of five sites (3.5 million sqf
GFA; about 3,050 units)
Divested Bedok Point
Divested 50%-interest in
Central Park mixed-use site
Commercial Propertys occupancies
and rentals remained healthy
Grew Commercial Property pipeline
Hospitality opened 10 properties
and secured another 10 management
contracts

Note:
1 Includes Park Lane and QIII which were soft
launched in Jun and Sep 2011, respectively
2 Includes sales from previously launched projects

44

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PROPERTIES

Market Review

Development Property

Amidst a mounting European credit crisis, growth has


moderated in Asia, whilst recovery in the US and Europe has
remained uncertain and sluggish.

Singapore, our key market

Despite uncertainty in the market, the number of new


private residential units sold in Singapore hit 14,000 in the
first 10 months of 2011. In December 2011, the government
introduced further cooling measures for the residential market,
to moderate investment demand amidst a low interest rate
environment and abundant external liquidity. While the Group
believes that these new measures would affect primarily the
high-end segment, it would also have an impact on the other
segments in the near term.
In Commercial, the office market cooled further in 3Q2011
as global economic uncertainty impacted on occupiers
expansion plans. Office rents in the central business district
(CBD) and average rentals for private industrial space
remained largely unchanged as leasing demand slowed.
The overall vacancy rate in 3Q2011 increased to 6.5%,
up from 6.0% in 2Q2011.
On the retail front, the outlook is slightly more upbeat.
Retail rents in Orchard Road increased 0.5% quarter-onquarter in 3Q2011 due to limited supply. Demand for space
in suburban malls, particularly in HDB town centres that serve
large catchment areas, remains strong.
Demand for serviced apartments in Singapore has gone up
as more multi-nationals choose to base their operations here.
Most serviced apartment operators have seen their monthly
occupancy rates increase to 95%, as compared to average
rates of between 70% and 80% last year.

Singapore continued to be a key market for the Group.


This year, we remained focused on efficient capital recycling
through successful and timely residential launches,
and selective land bank replenishment.
Timely launches and completion of projects
This year, the Group rolled out five new projects with 2,760
units1 in Singapore. We were the first developer in Singapore
to launch an executive condominium2 (EC) five years after
the last EC launch in 2005. The well-timed launch of 573-unit
Esparina Residences in October 2010 attracted strong interest.
As at the end of this financial year, 99% of this project
was sold. Other successful launches included the 563-unit
Waterfront Isle (the final phase of The Waterfront Collection)
in January, the 656-unit Eight Courtyards in April, the 474-unit
Seastrand in June and the 494-unit Boathouse Residences in
August 2011. Eight Courtyards and Seastrand registered strong
sales of 79% and 58% respectively. Boathouse Residences also
did well with 46% of the development sold within weeks of
the launch. Including units from previously launched projects,
we sold 2,435 units3 in Singapore this year.
This year, the Group also saw the completion of a number of
residential projects in Singapore - the 417-unit Soleil@Sinaran,
the 302-unit Martin Place Residences, the 110-unit Woodsville
28 and the 405-unit Waterfront Waves.
Land bank replenishment and cost management
The Group continued to tap the Government Land Sales
programme and remained disciplined in pricing land bids.
This year, we successfully tendered for four residential sites
Pasir Ris Drive at $335psf4 , the Upper Serangoon View
site5 near Hougang Central at $320psf, Punggol Field EC
site at $270psf and the Flora Drive site at $325psf and one
mixed-use development site in the up-and coming new town,
Punggol Central. These acquisitions have added about 3,050
units6 to our land bank.

Eight Courtyards

1 1,800 attributable units


2 Executive condominium is a hybrid of public and private housing restricted by
Housing Development Boards rules and regulations
3 1,436 attributable units
4 Launched as Seastrand in June 2011
5 Launched as Boathouse Residences in August 2011
6 1,790 attributable units

45

STR3NGTH

SINGAPORE Projects currently under development

Projects

No. of units

% Sold

%
Completion

Ave.
selling price

Land cost

@ 30 Sep 11

@ 30 Sep 11

($ psf)

($ psf)

Est.
completion date

Martin Place Residences

302

100%

100%

1,500

666

Completed

Soleil @ Sinaran

417

98%

100%

1,430

510

Completed

Woodsville 28

110

100%

100%

775

434

Completed

Waterfront Waves1

405

100%

100%

730

240

Completed

Residences Botanique

81

99%

77%

1,020

260

1Q2012

Caspian

712

100%

80%

610

248

1Q2012

8@Woodleigh

330

100%

61%

790

267

2Q2012

Waterfront Key

Flamingo Valley

437

99%

72%

840

240

1Q2013

393

45%

22%

1,230

415

4Q2013

361

99%

13%

965

240

1Q2014

Esparina Residences2

573

99%

12%

740

315

2Q2013

Waterfront Isle

563

85%

6%

980

240

4Q2014

656

79%

4%

800

320

3Q2014

474

58%

2%

900

335

4Q2014

494

46%

0%

900

320

4Q2014

Waterfront Gold

Eight Courtyards

Seastrand1
Boathouse Residences

Note:
1 Effective interest is 50.0%
2 Effective interest is 80.0%

SINGAPORE Land bank


Land cost

(mil sqf)

($ psf ppr)

Tenure

Est.
launch
ready date

Land bank

Location

Punggol EC

Punggol Field

80.0%

728

0.82

270

Leasehold

1Q2012

Flora Drive

Flora Drive

100.0%

432

0.41

325

Leasehold

1Q2012

Punggol Central/
Walk

33.3%

930

0.79

Leasehold

1Q2012

Orchard Road

100.0%

240

0.33

Leasehold

TBD

Watertown (residential)/
Waterway Point (retail)
Starhub Centre
Note:
TBD denotes To Be Determined

Eight Courtyards

Est.
no. of units

Est.
saleable area

Effective
interest

753
(includes retail)

1,194

46

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PROPERTIES

As part of the Groups capital management efforts,


we entered into joint ventures for several key acquisitions
this year, including the $1-billion Punggol Central mixeduse development site, the Pasir Ris Drive site and the Upper
Serangoon View site.
Acquired in March 2011, the 1.4 million-sqf Punggol Central
site, located at the newly opened Punggol Waterway, will be
developed into an iconic waterfront development comprising
about 930 residential units, Watertown, and a 370,000-sqf
retail mall, Waterway Point. Watertown will be ready for
launch in 1Q2012.
Another discipline that the Group adopts is the fast turnaround
of Singapore land bank. This quick turnaround strategy
allows us to maximise asset turnover and unlock land bank
value. Launched within nine months after acquisitions,
Eight Courtyards at Yishun was launched for sale at an
average selling price of $800psf, while Seastrand at Pasir Ris
Drive and Boathouse Residences at Upper Serangoon View
were launched at an average selling price of $900psf.
The remaining two sites at Punggol Field and Flora Drive,
which were acquired in mid-2011, are expected to launch
by 1Q2012.

Overseas - Delivering our overseas pipeline


Our focus on quick asset turnaround remains the same
for our overseas markets. Riding on sustained demand for
quality homes, we sold about 800 units in our key markets
of Australia and China this year. Led by good sales from three
new launches and previously launched projects, the Group
recorded sales of 469 units in Australia. In China, although
we did not release any new projects for sale this year,
we benefited from sales of previously launched projects such
as phase 1 of Baitang One and Shanshui Four Seasons. In total,
329 units were sold in China.
Stable sales in Australia
Residential sales in Australia were healthy with a total of
469 units sold. The Group successfully launched the first two
residential phases of the Central Park project, One Central Park
(OCP) and Park Lane. Since its official launch in October
2010, another 245 units of OCP have been sold, bringing total
sales to 495 units (79%), at an average price of A$1,180psf
as at the end of September 2011. Hot on the heels of OCPs
successful launch, 385 units of Park Lane, which comprises
777 units, was soft launched for sale in June. With units priced
between A$505,000 and A$1.2 million, as at end September
2011, a total of 97 units (26%) have been sold at an average
of A$1,260psf.

47

STR3NGTH

From left to right: Seastrand, Boathouse, Central Park

The year also saw the soft launch of 265-unit QIII, the first
residential phase of the Queens Riverside project in East
Perth. Strategically located along the Swan River and within
the East Perth Riverside redevelopment precinct, Queens
Riverside is a 15,300-sqm mixed-use development comprising
337 residences (combined total of QI, QII and QIII) and a
184-key, all-suite serviced apartment, Fraser Suites Perth.
With units priced between A$340,000 and A$3.9 million,
a total of 55 residential units (26%) were sold at an average
price of A$725psf, before the public launch in October 2011.
Intensifying capital recycling efforts
During the year, the Group welcomed Sekisui Holdings, Ltd
(Sekisui) as a partner to jointly develop the majority of the
mixed-use Central Park project in central Sydney, Australia,
with the Group being retained as project manager for the
development. The Group divested the 50% stake for A$230
million and realised a gain of about $40 million. The combined
resources and unique strengths of F&N and Sekisui will enable
us to accelerate the development and realisation of the value
of this six-hectare site. Besides early recycling of the Groups
capital ahead of project completion, this move also provides
us the added financial flexibility to intensify the recycling
of our remaining Australian inventory and to seek other
opportunities.

Upcoming launch of Putney Hill


The Group acquired a 13.7 hectare site in the Sydney suburb
of Ryde in June 2010, to be marketed as Putney Hill. This will
be our first offering of low density housing in Sydney.
The mix of low-density, semi-detached houses, bungalows
and medium-density apartments totals 791 units. Sales launch
is scheduled in November 2011.
Stable demand in China
In China, the Group benefited from the sale of previously
launched phases of Shanshui Four Seasons and Baitang One.
Phase 1 of Shanshui, which features 418 units of 3-storey
landed terrace and semi-detached villas, was completed in
2009 with 415 units (99%) sold at an average selling price
of RMB13,660 per square metre (psm). Phase 2 is targeted
to launch in 2Q2012.
The Groups other residential development project in China,
Baitang One is located on the east of the largest lake (Jinji Hu)
in Suzhou Industrial Park, also known as Suzhous new CBD.
Located in close proximity to the Nanjie and Xing Tang Jie light
rail stations, this development yields a gross floor area of more
than 550,000 square metres, and comprises 3,900 high-rise
condominium units, multi-storey houses and townhouses
for launch over six years. Phase 1 with 968 units of low-rise
apartments and terrace houses was launched for sale last
year. A total of 821 units (85%) have been sold to date at
an average selling price of about RMB13,500psm. The Group
is preparing to launch phase 2 with 898 units of high-rise
condominium and terrace houses in FY2012.

48

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PROPERTIES

AUSTRALIA Projects currently under development

@ 30 Sep 11

%
Completion

@ 30 Sep 2011

Ave.
selling price

Land cost
(A$ psf)

Est.
completion
date

40

53%

100%

820

123

Completed

81.0%

456

98%

100%

1,030

90

Completed

Sydney

88.0%

409

96%

100%

880

98

Completed

One Central
Park

Sydney

37.5%

623

79%

15%

1,180

228

2013

Park Lane

Sydney

37.5%

385

26%

3%

1,260

228

2013

Location

Effective
interest

No.
of units

Lorne Killara

Sydney

75.0%

Lumiere
Residences

Sydney

Trio/Alexandra,
City Quarter

Projects

% Sold

(A$ psf)

AUSTRALASIA Land bank


Est.
saleable area

Land cost

662

1.3

124

553

0.4

83

Location

Effective
interest

Est. no.
of units

-Fraser/Sekisui JV

Sydney

37.5%

-Non-JV land bank

Sydney

75.0%

Land bank

(m sqf)

(A$ psf)

Central Park

Frasers Landing

Mandurah

56.3%

1,180

1.7

10

Killara Pavillions

Sydney

75.0%

99

0.1

149

Parramatta River

Sydney

75.0%

637

0.6

39

Putney Hill

Sydney

75.0%

791

1.1

83

Perth

87.5%

573

0.6

37

Broadview

New Zealand

75.0%

29

0.1

NZ$61

Coast @ Papamoa

New Zealand

67.5%

684

1.5

NZ$15

5,208

7.4

Queens Riverside

TOTAL

49

STR3NGTH

CHINA Projects currently under development

(RMB psm)

Land cost

(RMB psm)

Est.
completion
date

100%

13,300

2,700

Completed

74%

70%

13,800

2,700

3Q2012

137

100%

100%

5,370

200

Completed

418

99%

100%

13,400

1,610

Completed

Location

Effective
interest

No. of
units

%
Sold

@ 30 Sep 11

%
Completion

Ave.
selling price

Baitang One
(Phase 1a)

Suzhou

100.0%

426

99%

Baitang One
(Phase 1b)

Suzhou

100.0%

542

Chengdu Logistic
Park Office Units
(Phase 1)

Chengdu

80.0%

Shanshui Four
Seasons (Phase 1)

Shanghai

76.0%

Projects

@ 30 Sep 11

CHINA Land bank

Land bank
Baitang One (Phase 2 4)

Location

Effective
interest

Est. no.
of units

Est.
saleable area

Land cost

(m sqf)

(RMB psm)

Suzhou

100.0%

2,852

4.6

2,700

Shanghai

76.0%

5,360

7.3

1,610

8,212

11.9

Chengdu Logistic Park (Phase 2 4)

Chengdu

80.0%

4.4

Vision Shenzhen Business Park (Phase 3)

Shenzhen

56.2%

Shanshui Four Seasons (Phase 2 5)


Residential

Commercial
TOTAL

2.6

7.0

8,212

18.9

From left to right: Park Lane, Putney Hill, QIII, Shanshui Four Seasons, Baitang One

50

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PROPERTIES

Commercial Property
The Group has a global portfolio of 27 investment properties
diversified across retail malls, office towers, business parks
and two real estate investment trusts (REIT) namely Frasers
Centrepoint Trust (FCT), our 41%-held retail REIT,
and Frasers Commercial Trust (FCOT), our 26%-held office
and business park REIT.
Delivering growth through active portfolio management
Attributable profit from Commercial Property grew 14%
to $112 million. This strong performance was achieved due
to our proactive management of the portfolio to improve
revenue and operational efficiency. This double-digit earnings
improvement was achieved despite further dilution of the
Groups stake in FCT this year. Subsequent to the sale of
two retail assets to FCT in February 2010 and another retail
mall in September 2011, the Groups interest in FCT is about
41%, down from 51%. Consequently, the Group no longer
consolidates FCTs results.

Bedok Point

Following the successful divestment of Northpoint extension


and YewTee Point in February 2010 to FCT, the Group sold
its newly completed mall, Bedok Point, to FCT for $127
million in September 2011. Bedok Point was completed in
November 2010. This divestment allowed the Group to use the
resources released from the asset sale to add properties while
maximising total returns from development gains, property
yield and management fees. To part-finance the acquisition
of Bedok Point, FCT placed out 48 million new units at
$1.39 per share (which was at the top-end of the price range
for the placement). The Group chose not to subscribe to the
new units, thus allowing our unitholding to be reduced to
41%, from 43%.
FCT delivered strong growth on all fronts in FY2011, on the
back of a strong 4QFY2011 performance from Causeway
Point, healthy occupancy and higher rental reversions for
FCTs overall portfolio. Consequently, FCT delivered a record
distribution per unit (DPU) of 8.32 cents, its fifth consecutive
year of DPU growth since listing.

51

STR3NGTH

From left to right: Alexandra Technopark, China Square Central

Unlocking value through asset enhancements


We continued our efforts on asset enhancement works so as
to optimise return to Unitholders. This year, our seven-storey
shopping complex, Causeway Point, ended FY2011 with good
rental reversions and occupancy surged to 92%, from a
trough of 69% in 2QFY2011, after having gone through the most
intensive period of enhancement works. Once enhancement
works are fully completed in December 2012, Causeway Point
is expected to improve FCTs net property income (NPI) by
22%, to $52 million which translates to a return on investment
of about 13%.
Non-REITed malls enjoyed high occupancy
The Groups non-REITed malls achieved almost full occupancy.
In Singapore, both The Centrepoint and Robertson Walk
maintained an average occupancy rate of 98% and 96%
respectively. Crosspoint in Beijing saw its occupancy increase
to 83% after a successful revamp and repositioning.

Office & Business Park Space


Substantial increase in occupancy
Driven by higher portfolio occupancy and NPI, FCOT achieved
its second consecutive year of growth since completion of the
recapitalisation exercise in 2009. This year, distributable income
to Unitholders grew 5% to $36 million, despite negative rental
reversion in some of our leases.

DPU improved 3% to 5.75 cents. As part of our continuous


efforts to strengthen the portfolio mix, we successfully
divested two non-core assets namely Cosmo Plaza and the
Australian Wholesale Property Fund this year. The divestments
helped FCOT lower its borrowings and consequently its interest
expenses.
Stable performance by non-REITed office and
business space
During the year, the Groups non-REITed office and business
parks in Singapore, China and Vietnam also achieved high
occupancy. In Singapore, the office and industrial properties
enjoyed healthy occupancies of 95% and 96% respectively,
while Me Linh Point in Vietnam was fully-let.
In China, Vision Shenzhen Business Park continued to enjoy full
occupancy. Demand for office space at A-Space in Chengdu
was excellent with all 136 office units now fully sold at an
average selling price of RMB5,370psm. Construction of phase
2 comprising a 63,000-sqm office block will be completed
in 2013.

52

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PROPERTIES

Commercial Portfolio
Effective
interest

Book value

Net lettable
area

40.7%

$78

71,610

99%

99%

Bedok Point (Injected in Sep 2011)

40.7%

$128

80,985

98%

Properties

($ million)

(sqf)

Occupancy
FY2011
FY2010

SINGAPORE REIT (Frasers Centrepoint Trust)


Anchorpoint

Causeway Point

40.7%

$820

418,543

92%

97%

Northpoint

40.7%

$533

235,536

98%

99%

YewTee Point (Injected in Feb 2010)

40.7%

$138

73,120

96%

98%

Compass Point2

na

269,546

100%

100%

Robertson Walk

100.0%

$57

96,568

96%

73%

The Centrepoint

100.0%

$585

332,261

98%

98%

Valley Point (Retail)

100.0%

$25

39,817

100%

100%

Changi City Point3

50.0%

na

208,000

73%

na

Waterway Point (Punggol mixed-use site)

33.3%

na

365,000

na

na

100.0%

$53

159,977

83%

68%

SINGAPORE Non-REIT retail asset

OVERSEAS Non-REIT retail asset


China, Beijing: Crosspoint
TOTAL RETAIL

2,350,963

SINGAPORE REIT (Frasers Commercial Trust)


55 Market Street

26.0%

$126

72,109

96%

83%

Alexandra Technopark

26.0%

$359

1,048,950

100%

100%

China Square Central

26.0%

$555

368,238

100%

100%

KeyPoint

26.0%

$285

309,963

88%

81%

Alexandra Point

100.0%

$162

198,436

98%

98%

Valley Point (Office)

100.0%

$170

182,429

97%

94%

Changi Business Park (Office)

50.0%

na

640,407

na

na

Australia, Canberra - Caroline Chisholm Centre

26.0%

$121

216,591

100%

100%

Australia, Perth - Central Park

26.0%

$373

356,770

100%

98%

Japan, Osaka - Galleria Otemae Building

26.0%

$63

108,509

89%

89%

Japan, Tokyo - Azabu Aco Building

26.0%

$22

15,944

100%

100%

Japan, Tokyo - Ebara Techno-Serve Headquarters Building

26.0%

$38

53,805

100%

100%

SINGAPORE Non-REIT office/business park asset

OVERSEAS REIT (Frasers Commercial Trust)

OVERSEAS Non-REIT office/business park asset


China, Beijing - Sohu.com Internet Plaza

34.0%

$59

159,520

100%

98%

China, Shenzhen - Vision Shenzhen Business Park

56.2%

$184

1,378,300

100%

100%

Vietnam, Ho Chi Minh City - Me Linh Point

75.0%

$56

190,263

96%

95%

TOTAL OFFICE/BUSINESS PARK

5,300,235

TOTAL COMMERCIAL PROPERTIES

7,651,198

Note:
1 Lower occupancy due to planned enhancement work
2 Managed by Frasers Centrepoint Group
3 Achieved temporary occupation permit in September 2011; as at November 2011, >90% leased

STR3NGTH

Hospitality
A global leader in serviced residences
The Groups serviced residences arm, Frasers Hospitality,
continues to expand and strengthen its presence in key
gateway cities around the world. The gold-standard serviced
residences operator has set its sights on further expansion
into the high growth region of Asia and key cities in Australia
and Europe, and plans are on track to manage a total of
72 properties worldwide over the next three years.
In the year under review, Frasers Hospitality signed three
Memorandums of Understanding and secured seven
agreements with owners to manage properties in China,
Indonesia, Malaysia and Saudi Arabia.

From top, clockwise: Fraser Residence Orchard,


Fraser Residence Sudirman Jakarta, Fraser Place Anthill Istanbul

53

A total of 10 properties commenced operations this financial


year. They comprised Fraser Residence Nankai Osaka,
Fraser Suites Chengdu, Fraser Suites Suzhou, Modena Shanghai
Putuo, Modena Jinjihu Suzhou, Fraser Residence Budapest,
Fraser Place Anthill Istanbul, Fraser Residence Orchard, Fraser
Residence Sudirman Jakarta and Fraser Place Melbourne.
As at 30 September 2011, Frasers Hospitality has a total of
7,062 apartments in operation. The number of operational and
signed up apartments exceeds 12,400 units.
In addition to its rapid expansion, Frasers Hospitality also
embarked on an asset enhancement on the 13-year-old Fraser
Suites Singapore to further enhance customer experience.
By end-2012, the 251-unit Fraser Suites Singapore will be fully
renovated and better equipped to meet the evolving needs
of corporate residents.

54

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

Serviced Residences: Properties in Operations

Country

Property

Equity
(%)

No. of units

Occupancy
FY2011
FY2010

Ave. daily rate


FY2011
FY2010

OWNED PROPERTIES
Australia

Fraser Suites Sydney

80.5

201

88%

89%

A$236

Fraser Place Melbourne

100.0

115

72%

na

A$114

A$223
na

China

Fraser Suites Beijing

100.0

357

85%

85%

RMB637

RMB586

Indonesia

Fraser Residence Sudirman Jakarta

100.0

108

65%

na

US$122

na

London

Fraser Place Canary Wharf

100.0

63

89%

90%

153

143

Fraser Place Chelsea

32.1

30

81%

89%

107

101

Fraser Suites Kensington

32.1

69

83%

69%

211

197

Philippines

Fraser Place Manila

100.0

89

88%

87%

PHP6,664

PHP6,184

Scotland

Fraser Suites Glasgow

100.0

99

70%

72%

68

73

Fraser Suites Edinburgh

100.0

75

72%

68%

106

98

Fraser Place Singapore

100.0

163

92%

94%

$297

$271

Fraser Suites Singapore1

100.0

251

84%

85%

$275

$238

Singapore

TOTAL NO. OF ROOMS (OWNED)

1,620

Note:
1 Planned enhancement work affected occupancy

Country

Property

Bahrain

Fraser Suites Bahrain

91

China

Fraser Place Shekou

232

Fraser Residence Shanghai

272

Fraser Suites Shanghai

187

Fraser Residence CBD East Beijing

228

Fraser Suites Nanjing

210

Modena Shanghai Putuo

407

Modena Heping Tianjin

104

Fraser Suites Chengdu

360

Fraser Suites Suzhou

276

Modena Jinjihu Suzhou

237

Fraser Suites Harmonie, Paris La Defense

134

Le Claridge Champs - Elysees, Fraser Suites, Paris

110

Hong Kong

Fraser Suites Hong Kong

87

Hungary

Fraser Residence Budapest

54

Japan

Fraser Residence Nankai Osaka

114

France

London

No. of units

Fraser Residence Prince of Wales

18

Fraser Place Queens Gate

106

Fraser Residence Blackfriars

12

Fraser Residence Monument

14

Fraser Residence City

22

Malaysia

Fraser Place Kuala Lumpur

216

Philippines

Fraser Place Manila

35

Qatar

Fraser Suites Doha

138

Fraser Place Fusionopolis

50

Singapore

Fraser Residence Orchard

72

South Korea

Fraser Suites Insadong, Seoul

213

Fraser Place Central, Seoul

237

Thailand

Fraser Place Urbana Langsuan, Bangkok

143

Fraser Suites Urbana Sathorn, Bangkok

156

Fraser Suites Sukhumvit, Bangkok

163

Fraser Resort Pattaya

84

Others

194

Turkey

Fraser Place Anthill Istanbul

116

UAE

Fraser Suites Dubai

180

Vietnam

Fraser Suites Hanoi

TOTAL NO. OF ROOMS (UNDER MANAGEMENT)

170
5,442

55

STR3NGTH

CEO BUSINESS REVIEW


PROPERTIES

Watertown

Market Outlook: Looking ahead


Development - Singapore
External conditions continue to weigh on Singapore. As the Euro
area financial turbulence intensifies and the risk of a renewed
slump in advanced economies rises, we expect property
demand to moderate with prices flattening out. However,
in the longer term, demand will continue to be supported by
steady GDP growth and the low interest rate environment.
Going forward, as we maintain Singapore as our development
base, we will continue to replenish our land bank by
participating in the Government Land Sales programme while
exercising strong discipline in pricing land bids. Our main focus
will be the mass market segment and we will continue to
leverage on joint venture partnerships to develop projects in
strategic locations.
In the new year, we look forward to the launch of the 432-unit
site in Flora Drive and two projects in Punggol - the 930-unit
Watertown located in Punggol Central and the 728-unit
executive condominium at Punggol Field. With steady
GDP growth, low interest rates, good locational traits and
correct pricing, we expect good demand for these launches.
The successful launch of these sites will underpin the Groups
earnings in the future, supported by the $2-billion unrecognised
revenue from pre-sold projects in Singapore and overseas.

Development - Overseas
China
After several rounds of cooling measures and restrictive
policies by the Chinese government to curb spiraling property
prices and speculative buying, sales volume has begun to fall,
with prices remaining flat, or easing slightly.
The Group is expecting challenging times ahead, with liquidity
pressures set to increase over the next six months to one year
due to weakening property sales and tight credit conditions.
In view of this, we will adopt a moderately cautious outlook
on Chinas real estate development sector. The Group will
continue to monitor and assess the market and implement
appropriate sales strategies to market subsequent launches
of Baitang One and Shanshui Four Seasons in Suzhou and
Shanghai respectively.
In keeping with our target to sell an average of 1,000 units in
China, for FY2012, we plan to launch about 900 units from
phase 2 of Baitang One in Suzhou. Comprising 11 high-rise
condominium towers and 68 terrace houses with 150,200-sqm
gross floor area, and given its close proximity to Suzhous
largest lake (Jinji Hu) and Light Rail Transit stations, we expect
this launch to be well-received by buyers.

56

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PROPERTIES

From left to right: QIII, Changi City Point

Australia
House prices have fallen over 2011. The removal of the first
home owner incentive, a re-tightening of foreign investment
rules and higher interest rates earlier this year have been
the main triggers for a softer Australian property market.
In Sydney, where most of our assets are based, the drop in
house prices was not significant. Looking ahead, the recent
interest rate cuts should help housing affordability. The chronic
housing shortage situation in New South Wales will remain,
if not intensify, in the years ahead.
Since our partnership with Sekisui, the Group has accelerated
the launch and development of the six-hectare Central Park
site in Sydney. The financial resources released from our sale
of the 50% interest in this project has also provided us with
added financial flexibility to intensify the recycling of our
remaining Australian land bank. In FY2012, we will proceed
with the launch of the remaining 400 units of Park Lane.
Leasing of the retail centre at Central Park (scheduled to open
in early-2013) is currently in progress.

We have begun marketing Queens Riverside mixed-use


precinct in Perth. The 184-unit Frasers Suites serviced
apartment building is scheduled for completion in 2012 and
construction is scheduled to commence on the adjacent
265-unit QIII residential block.
In addition, the Group has also advanced the development of
Putney Hill, a 13.7-hectare site in the Sydney suburb of Ryde,
with sales commencing in November 2011 to favourable
demand. Master-planning is also underway on the 4.9 hectare
Morton Street residential development site, located on the
banks of Sydneys Parramatta River. On completion, the site
will have approximately 700 dwellings.
Commercial
As a developer-sponsor for both REITs, the Group will continue
to provide support to FCT and FCOT in their acquisition
growth strategy and active portfolio enhancement initiatives.
Quality pipeline assets will be nurtured and made available for
injection into the respective portfolios when market conditions

57

STR3NGTH

infrastructure, will offer a mix of alfresco dining, waterfront


shopping options and entertainment outlets. Targeted to
open in 2016, Waterway Point is slated to be the first ever
late-night waterfront suburban mall in Singapore.
Going forward, FCT will continue to position itself as a leading
suburban retail mall REIT in Singapore, leveraging on its
strengths and asset enhancement expertise to drive growth
on multiple fronts.
FCOT will stay nimble in the current environment and continue
to implement a proactive leasing strategy to improve the
portfolio occupancy level and rental rates. At the same time,
it will manage the property expenses in view of continuing
pressure on rising operating cost and continue to work
towards early re-financing of the Trusts existing debts which
are due in the early part of FY2013.
Hospitality
We expect demand for serviced residences to remain strong,
especially in Asia.
The Asian economies continue to attract high levels of
foreign direct investment. There is strong demand for
serviced residences in key gateway cities like Singapore,
Kuala Lumpur, Shanghai and Beijing where many multinational companies have set up their operations. In this
volatile economic environment, business and leisure travellers
have also recognized that serviced residences offer superior
value and flexibility in lease arrangements.
We will continue to expand by management contracts to tap
on this demand and pursue investment opportunities in key
gateway cities to leverage on our strong global network.

are favourable. Through asset enhancement initiatives,


the REITs will also reap the benefits of higher rentals and
capital appreciation.
In Singapore, the Groups pipeline projects include the
208,000-sqf retail space, Changi City Point, located within
Changi City a high quality, integrated development
comprising Changi City Point, a 640,000-sqf business park,
One @ Changi City, and a 313-room hotel. Jointly developed
with Ascendas Land, Changi City Point spans three levels
of retail space comprising a mix of factory outlet stores,
F&B outlets, and a 350-seat roof-top amphitheatre for
performance and arts events. More than 90% leased, the mall
opened to the public in November 2011.
Another noteworthy project will be the mixed residential-cumretail development at Punggol, Singapores first eco-town
located in the northeastern part of Singapore. To be jointly
developed with Far East Organization and Sekisui, Waterway
Point, a four-level shopping complex (including 2 basements)
with a transportation hub linked to primary transport

58

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PUBLISHING & PRINTING

GOH SIK NGEE CHIEF EXECUTIVE OFFICER

Achieved Revenue of

$397M
Business Overview
Times Publishing Group had a strong profit recovery from its
continuing businesses due to the improved performance of
both Education Publishing and Print segments. After including
our share of profits from associates, our overall earnings
declined 5% to $27 million, due largely to a $6 million
restructuring charge by PMP Limited, an associated company
in Australia.
The revenue of the continuing businesses increased by 1%.
However including the discontinued businesses, overall full
year revenue declined 3% to $397 million due largely to the
cessation of printing operations in China, divestment of the
school retail business and unfavourable translation effect.
The Publishing division continued to gain momentum with
its education export strategy especially in its Singapore
Mathematics. We continued to perform well in school
adoptions of education textbooks in overseas markets.
The results affirm our strategy of focusing on growing our
international footprint as we see export overtaking local sales
this year. Our education online business also delivered a
stellar performance in the local school adoption. Our Learning
Management System achieved 70% market share for
the primary schools in Singapore. Our new online math
programme, Math Buddies, is currently being piloted in
schools in the USA, paving way for new revenue potential
for Education Publishing.

59

STR3NGTH

Achieved PBIT of

$27M
FY2011 key developments:
Education Publishing maintained
growth momentum in its export
markets
Continued success with Maths in
Focus in the US
Made inroads into Latin America
Discover Maths approved for
national adoption in South Africa
Organised the 2nd Marshall Cavendish
Singapore Mathematics Global Forum
70% of Singapore primary
schools used MC Onlines Learning
Management System
Printing division enjoyed higher
printing volumes across all plants in
Singapore, Malaysia and China
Launched Times Learning+ which
focuses on education related products
Launched NoQ store, an online retail
book store

60

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PUBLISHING & PRINTING

During the year, the Group continued to innovate our products


and services. Riding on the digital opportunities created in the
online space, the group launched NoQ store, an online book
portal targeted at Asia consumers. The Retail division also
launched Times Learning+ which is an enhancement of Times
bookstores to offer education related products for parents
with schooling children.

Marshall Cavendish also continued to be in the limelight in


the export markets with Singapore Mathematics. Discover
Maths was approved by the Department of Education in
South Africa as one of the Mathematics packages for national
adoption. Almost 12,000 potential students will be using
this series of Mathematics materials across key provinces
in South Africa.

The Printing division performed well due to an increase in


printing volume and improved gross margins. Underpinned
by a number of significant wins of new contracts and positive
productivity gains from the implementation of Enterprise
Resource Planning (ERP) system, we achieved a significant
increase in revenue and profit.

The outstanding success of the 2nd Marshall Cavendish


Singapore Mathematics Global Forum sealed our position
as the publisher of world-acclaimed Singapore Mathematics
materials. The forum provided a platform for educational
policymakers, curriculum specialists, teachers and education
ministry representatives from countries such as the US, Chile,
Panama, South Africa, Saudi Arabia and Brunei to share
experiences and exchange ideas on implementing Singapore
Maths in their countries.

Publishing
Marshall Cavendish Education
Marshall Cavendish Education maintained its strong push into
the international markets, with the US as our largest export
market. The success of Maths in Focus continued its growth
momentum with revenue for this export market doubling
during the year.
Latin America is the next fastest growing market for Marshall
Cavendish Education. Pilot programmes with Chile are in
the pipeline. More than 22,000 students are using Pensar
sin Lmites Matemtica Mtodo Singapur (Spanish edition of
the successful My Pals are Here! Mathematics) as their core
Mathematics curriculum. Marshall Cavendish Education has
also launched the Pensar sin Lmites Ciencias Mtodo Singapur
(Spanish edition of the My Pals are Here! Science International
Edition) to further expand our reach in Latin America.

Visiting dignitaries who attended the in-depth discussions


and learnt the success stories shared by the various countries
included Lucy Molinar, Minister of Education for Panama
and Tim Gopeesingh, Minister of Education for Trinidad
and Tobago.
Marshall Cavendish E-Learning Success
Marshall Cavendish Online (MC Online) was appointed by
the Ministry of Education in Singapore as one of the vendors
for the provision of Learning Management System services for
schools under the Ministry of Education. In 2011, MC Online
commanded a commendable market share of more than 140
schools (more than 200,000 subscribers) in Singapore alone.
70% of the primary schools use the system. The continual
investment in technology and partnership opportunities led to
the development of innovative new products including the LuV
(Learn Using Videos) series courseware in a joint collaboration
with MediaCorp.

From left to right: Spanish edition of the successful My Pals are Here! Mathematics, Launch of Singapore Mathematics Global Forum

61

STR3NGTH

The success of Singapore Mathematics textbooks in the US


has led to MC Onlines introduction of Math Buddies in the
country. Math Buddies is a Singapore Mathematics digital
curriculum that is able to complement mathematics textbooks
in the US, and is aligned to the Common Core State Standards.
Math Buddies was launched at the National Council of
Teachers of Mathematics conference in Atlanta in October
2011, and is being piloted in several schools in the US.
In Hong Kong, our education division has been actively
participating in a three-year pilot scheme on Promoting
e-Learning conducted by the Education Bureau of Hong
Kong. Four projects were awarded government funding
among a total of 21 short-listed projects in Hong Kong.
One of the e-learning partners, Fung Kai Innovative School,
is well known as one of the 12 Microsoft Innovative Schools
worldwide. The Fung Kai project has been awarded the largest
allotment of funding by the government. The project involves
the production of e-Books for two core primary subjects
Mathematics and General Studies. The e-Books will replace
traditional printed textbooks with pupils using the e-Books
for class learning and home study.
In Vietnam, the MC Online learning portal has been approved
by the Department of Education and Training of Ho Chi Minh
City to provide e-learning solutions to government schools in
the country. Philippines remains one of the largest markets
outside Singapore for MC Online, with more than 80 schools
and 50,000 subscribers adopting our e-learning solutions.
MC Online e-learning solutions have also been adopted in
countries like South Africa, Hong Kong, Australia and Jordan.
The number of subscribers in these countries is increasing.
Marshall Cavendish Home & Library Market
Educational Technologies Limited (ETL), our unit that
specialises in publishing home reference books continued
to provide distributors with comprehensive sales support,

including both online and offline marketing support,


together with brand reinforcement to increase their market
presence and strengthen brand awareness. ETL also
participated in corporate social responsibility projects initiated
by their partner distributors in the Philippines, Sri Lanka and
Pakistan to provide products or sponsorship to underprivileged
children in the local communities.
ETL kept its focus on digital strategy with the launch of the
ETL Pal (a childrens tablet) and the ETL Kids Club (an online
learning portal for children). In response to a rapidly changing
market, our library unit in the US also expanded its digital
programmes. Over 300 titles from the Marshall Cavendish
Benchmark, Childrens and Reference imprints were made
available for sale through Marshall Cavendish Digital,
the companys online research resource.
Titles published by Marshall Cavendish in the US continued
to garner numerous awards. Marshall Cavendish Benchmark
series were selected by the American Library Associations
Booklist as top series in sports and in non-fiction series.
Marshall Cavendish Business Information
Despite the global economic uncertainties, the directories
business managed to achieve modest growth in sales and
profit, underpinned by the strong take-up rate for our online
advertisement sales. Our online websites gained much
popularity during the year with visitorship doubling to
10 million, attracting a total of 50 million page views.
One new title, Singapore MedTech Guide, and a phone app
for Halal Eating Establishments were successfully launched.
We also managed to secure a new publishing contract from
the Singapore Maritime Foundation to publish the Singapore
Maritime Services Guide.
Going forward however, the business is likely to suffer a
slowdown due to the poor economic outlook arising from the
Euro zone crisis and the endemic US economy.

From left to right: Math Buddies launched in the US, Singapore MedTech Guide and phone app for Halal Eating Establishments

62

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PUBLISHING & PRINTING

Printing
The Printing division enjoyed higher printing volumes in all its
plants in Singapore, Malaysia and China. Revenue, however,
increased at a lower rate due to strong competitive price
pressure and unfavourable translation effect from a strong
Singapore dollar. PBIT growth outpaced revenue growth
significantly, which has benefited from higher gross profit
margins due to lower material prices and improvement in
manufacturing efficiencies.
Revenue increase came mainly from the domestic markets in
which the Print companies operate. Export work was mainly to
the US, Europe and Australia.
The focus on an aggressive sales strategy continued to bear
fruit with new work awarded to Times Printers from DSTA to
print all their publications for national servicemen in Singapore.
The drive to seek work from the commercial sector to expand
the client base from the traditional book and magazine
customers has also been successful. Everbest continues to
pursue work from overseas publishers, securing new orders
from the UK and Australia. For Everbest China, they have
also extended a few annual printing contracts with major
supermarkets.

From top to bottom: 2010 CIP4 International Print Production Innovation


Awards, DSTA contracted Times Printers to print all their publications

The Print companies continued to excel in printing quality


work with awards won in global and regional print industry
awards. In the Asian Print Awards held in November 2010.
Times Printers won the platinum sponsor award for the
Best in Web Offset Printing and the gold award for the
Web-Offset, Coated Stock. Everbest Printing in Hong Kong
won the platinum award for the Best Application of Creative
Colours and gold awards for Book Printing more than
4 colours and Calendars categories. In digital printing,
JCS Digital Solutions won the HP Digital Print Awards in the
Speciality Printing category.
Times Printers also won Best Process Automation
Implementation in the Asia Pacific awarded in the 2010
CIP4 International Print Production Innovation Awards.
This award is given in recognition of demonstrating leadership
in pursuit of the best automation technology. This follows the
implementation of its ERP system which automated the entire
printing process by connecting management to prepress,
press and postpress. Times Printers was also certified by Fogra
on PSO standard for Sheetfed and Web printing. Times Printers
also developed an anti-scanning system to deter counterfeit
of its printed books. Everbest Printing was accredited with the
OHSAS18001 certification for occupational health and safety.
To improve productivity and efficiency, detailed monitoring
systems were set up. Additional measures to aggressively
manage waste were introduced.
Going forward, the Printing division expects electronic reading
devices to have an effect on the reading habits of consumers.
However we will continue to seek new markets and expand
our customer base and drive improvements in efficiency.

Ramsays Best Menus printed by Everbest China

63

STR3NGTH

Distribution
Revenue of the Distribution division was marginally lower
as compared to last year. The main drop came from poor
domestic sales of lifestyle accessories in Australia and the loss
of books sales attributable to closure of Borders Singapore.
Our book distribution unit did well in managing its inventory
and gaining some new lists during the year which has helped
in the profit contribution.
Sales volume of imported magazines was down by about
12% against last years volume due to the loss of titles
representation. However, our magazines unit was helped by
the distribution of non-magazines products such as collectible
products, novelty items, and opening of new channels and
library supplies. Wholesales export of Australian titles remains
difficult due to the strong Australian dollar (AUD) and the
weak economic climate in the US and Europe.
Australias domestic retail has been weak ever since the
flooding disaster and bush fire breakouts at the populated
eastern areas of the country at the beginning of the financial
year. Sales were drastically curtailed with the fear of an
economic downturn. The strong AUD and attraction of online
price have prompted consumers to shop from overseas internet
retailers. This has affected consumer spending at high street
stores and the value chain in distribution sales.
Books
Pansing books division is one of Asias leading book
distributors, marketing a wide range of titles from fiction
by leading authors, Asian interest books to childrens titles,
amongst others. Meanwhile, operating profit for the business
increased 28%, helped by lower stock obsolescence costs.
This was despite pressure on the gross margin, which
declined slightly as the benefit from the fall in the value of the
companys principal purchasing currencies slowed.
Demonstrating the range of titles distributed by Pansing,
the top 25 for the year included textbooks, self-help titles
and the Guinness Book of World Records, which has been
sold by Pansing and its predecessors for over 50 years.

Magazines
Pansing magazines division runs the wholesale and distribution
of local and imported magazines in Australia, Singapore,
Malaysia and Hong Kong.
The strong AUD has continued to pose some challenges for
export sales for the Australian wholesale operation, but sales
in the divisions other domestic markets have delivered better
than expected overall performance in the year. Although
volume of imported titles sold was down about 12% for Hong
Kong and Singapore, the loss of sales was partially mitigated
by the distribution of other new products. Net gross margins
have also improved despite higher freight cost and fuel
surcharges coming from improved sales mix of other product
categories. Stationery and gift have also enabled the division
to reach beyond traditional bookstores.
Hong Kong has consistently delivered good performance
for the past few years. The strong sales performance of
22% over the previous year was attributed to successful
tenders for public library and school supplies contracts,
and the distribution of four different collections of Partworks
from DeAgostini.
In the year, Australias magazine wholesale operation acquired
40 new independent publishers representing over 100 new
titles to add to its stable. Sales went up 31% against last years
level but profit was down due to lower sales efficiencies from
different export markets. It would continue to drive gross units
into the market and wider territory coverage for incremental
margin contribution.
E-magazines have yet to create a visible impact on the
magazine distribution units in the markets we operate.
Nevertheless the division has commenced work with an
e-platform provider of magazines to develop and expand
digital sales and distribution of magazines in our territories.
The outlook for the next year would be a cautious one given
the worsening global economic overhang and inflationary
pressure. Expansion into distribution of non-print products will
allow for business continuity and position the company to take
advantage of the economic recovery.
Lifestyle Accessories
Sales of Musicway in Australia was down by 26% for the
year on the back of a reduction in consumer spending at high
street stores. The introduction of flood levy and the impending
carbon tax has affected consumer sentiment. In addition,
the strong AUD and attractive online prices have posed further
challenges to the business.
Going forward, Musicway would focus on sourcing for an
exclusive and unique range of products and expanding the
indent business with major retailers in the midterm, to reduce
inventory holding and cost management to ride out the poor
retail sentiment.

Books distributed by Pansing

64

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CEO BUSINESS REVIEW


PUBLISHING & PRINTING

Retail
The general high street book retailing market remains
challenging especially in Singapore with its higher costs of
operation. The proliferation of tablets and smart devices would
add more pressure to the bookselling business. While there are
still some opportunities in Malaysia to grow the number
of stores, the growth in Singapores competitive market is
rather limited for a general bookstore.
The chain has developed a new brand, Times Learning+,
to offer education related products, leveraging the strength
of Marshall Cavendish Education as a leading education
publisher. In addition, the chain has also expanded its
product offering to include lifestyle related merchandise,
confectioneries and branded stationeries.
Sales of the Retail division was down by 4% against last
years level due to the loss of a major airport shop tender.
The impact was partially mitigated by improved sales

performance from new high street shops in Singapore and


Malaysia. The performance of our airport chain, Times Travel,
has since improved over last year in tandem with the increase
in air travel.
The chain operating in Singapore and Malaysia will continue
to focus on the creation of a new and expanded range
of merchandise. Direct sourcing of products to create a
differentiated product offering would help in improving
margins and sales. Increased targeted marketing activities will
be carried out by working with various social media networks
and trade partnerships to drive traffic to stores.
With the changing landscape of bookselling and the
increasing trend in online purchases, the group has launched
NoQ store.asia, an online retail store targeting the Asian
markets. The store would initially leverage and harness the
competencies of the Retail and Distribution divisions in selling
books online. The intention is to extend the product offering
beyond books to be a leading online retailer in the region.

65

STR3NGTH

INVESTOR RELATIONS

F&N Group is committed to providing the investment


community with accurate and complete information in a
timely and consistent way. It has consistently communicated
its business strategies, growth drivers and operational
direction to investors and analysts on an on-going basis via
multiple communication platforms, including analyst and
media briefings, press releases, annual reports and website.
Such commitment is to ensure investors have easy access to
information on the Group so that they can effectively evaluate
the company and make informed investment decisions.
Senior management meets analysts and fund managers
frequently through one-on-one or group meetings, conference
calls, F&N Corporate Day and post-results luncheons. It also
interacts with existing and potential investors at investment
conferences hosted by various major financial institutions.
Some of the conferences the Group participated in this year
included the Bank of America Merrill Lynch Asian Stars 2011,
BNP Paribas ASEAN Conference, HSBC Inaugural ASEAN
Conference, Deutsche Bank Access Malaysia and Singapore
Corporate Day, Nomura Asia Equity Forum and DBS Vickers
Pulse of Asia Conference in Singapore, and Credit Suisse Asian
Investment Conference and the 18th CLSA Investors Forum
in Hong Kong. Through these conferences and non-deal
roadshows in Singapore, Hong Kong, Frankfurt, Paris, London
and the US, senior management met or spoke with over 400
investors this year. Such communication platforms provided
for increased awareness and enhanced understanding of the
Group among the investment community.

Recently, in recognition of its outstanding efforts in improving


Corporate Governance standards, the Group emerged the
winner of the Singapore Corporate Governance Award 2011,
a SIAS Investors Choice Award. In the same event, the Group
was also named runner-up for the Most Transparent Company
Award 2011 in the Multi-Industry Conglomerates category.

Awards and Recognition

Bank of America Merrill Lynch International

F&N has been placed 7 for this years Governance and


Transparency Index (GTI). The GTI, which ranks all companies
listed on the Singapore Exchange on their governance
standards, financial transparency and investor relations,
was launched by Singapores Corporate Governance and
Financial Reporting Centre and The Business Times.

CIMB Research

th

Analyst coverage:
11 brokerage houses provide research coverage on F&N as at
30th September 2011

CLSA Limited
DBS Vickers Securities Pte Ltd
Deutsche Bank Securities
Goldman Sachs & Co.
HSBC Global Research

Finance Asia recently revealed poll results for their


11th annual poll of Asias top companies. F&N was listed
amongst the top 10 Singapore companies for Best Managed
Company, Best Investor Relations and Best Corporate Social
Responsibility awards.

For general enquiries on Fraser and


Neave, Limited, please contact:
Ms Jennifer Yu
Investor Relations Manager
Tel: (65) 6318 9393
Fax: (65) 6271 7936

IIFL Capital
Kim Eng Research
Nomura
OSK Research

Share Registrar and Transfer Office


Tricor Barbinder Share Registration Services
80 Robinson Road
#02-00
Singapore 068898
Tel: (65) 6236 3333
Fax: (65) 6236 3405

66

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

TREASURY HIGHLIGHTS

The Group aims to maintain a prudent financial structure


to ensure that it will be able to access adequate capital
at favourable terms. Its three businesses, namely Food &
Beverage, Properties and Publishing & Printing, remain
the main sources of cash flows generated for the Group.
Management monitors the Groups cash flow position,
debt maturity profile, cost of funds, interest rates exposures
and overall liquidity position on a continuous basis. To ensure
that the Group has adequate overall liquidity to finance
its operations and investment requirements, it maintains a
significant amount of available banking facilities with a large
number of banks, allowing its continued access to the
debt markets.
In FY2011, the Groups balance sheet strengthened further.
Net Group Borrowings (net of cash) dropped from $2.9 billion
to $2.4 billion during the year. Coupled with a 11.1% increase
in total equity, to $7.7 billion, Group Net Gearing (borrowings
less cash) fell to 30.6%, a significant improvement from 41.4%
recorded in the previous year. The reduced net borrowings
was attributed to cash collection from the strong pipeline of
pre-sold development projects in Singapore and overseas,
stable cashflow generated from investment properties, sale of
assets, as well as from the cash generative Food & Beverage
business. The Group expects to receive more than $650 million
in cash from its existing pre-sold projects for the new financial
year ending 30 September 2012.
Finance cost in FY2011 was $142.8 million (of which
$71.2 million was capitalised), 23.9% lower than the previous
years finance cost of $187.6 million (of which $97.1 million
was capitalised) mainly due to lower borrowings and lower
interest rates.

Source of Funding
Besides cash flow from its businesses, the Group also relies
on debt capital markets, equity market and bilateral banking
facilities for its funding. As at 30 Sep 2011, the Group has
$4.7 billion in banking facilities, $1.0 billion in Transferable
Term Loan Facilities and $2.8 billion (Group consolidated
share) in Medium Term Note (MTN) Programmes to meet
its funding requirements.

Available Bank Lines by Banks as at 30 Sep 2011


The Group maintains an active relationship with a network
of more than 25 banks of various nationalities, located in
various countries where the Group operates. Its five principal
bankers are Bank of Tokyo-Mitsubishi UFJ, Ltd, DBS Bank Ltd,
Overseas-Chinese Banking Corporation, Standard Chartered
Bank and United Overseas Bank Limited.

The Group continues to adopt the philosophy of engaging the


banks as its core business partners, which has served it well
in the recent financial turbulence. It continues to receive very
strong support from its relationship banks across all segments
of its businesses. Total banking facilities (utilised and unutilised)
extended to the Group as at 30 Sep 2011 amounted to
$4.7 billion. The principal bankers of the Group provided
65% of these banking facilities. All banking relationships for
the entire Group are maintained by Corporate Treasury in
Singapore.

Debt Capital Markets


The Group has various MTN Programmes in place to tap the
debt capital market. F&N Treasury Pte Ltd has a $2.0 billion
MTN Program, Asia Pacific Breweries Limited has a $1.0 billion
Program, Frasers Centrepoint Trust has a $500 million MTN
Program and Fraser and Neave Holdings Bhd has a RM1 billion
MTN Program.
During the year, the Group further diversified its sources
of funding by issuing $300 million fixed rate bonds to retail
investors under F&N Treasury Pte Ltd. A $220 million,
2.48%, 5-year fixed rate bonds maturing on 28 Mar 2016,
and a $80 million, 3.15%, 7-year fixed rate bonds maturing
28 Mar 2018 were placed out to and subscribed by retail and
institutional investors on 28 Mar 2011. These bonds are listed
on the Singapore Exchange Securities Trading Limited. The net
proceeds raised from the bond offerings were used to fund
Singapore property development projects namely Palm Isles
at Flora Drive and Water Town at Punggol Central.

Maturity Profile of Group Debt


(includes Finance Leases)
Maturing within one year
Maturing within 1 to 2 years
Maturing within 2 to 5 years
Maturing after 5 years

$ 747m
$ 592m
$ 2,070m
$ 554m

$ 3,963m

As at the date of this report, the Group has already refinanced


or repaid $212 million of debts maturing within the next
12 months, to 30 Sep 2012. For the remaining $535 million
due by 30 Sep 2012, the Group currently has more than
sufficient resources to repay these loans as and when they fall
due without having to refinance these loans.

67

STR3NGTH

Interest Rate Profile and Derivatives


The Group manages its interest cost by maintaining a prudent
mix of fixed and floating rate borrowings. On a portfolio basis,
56% of the Groups borrowings are in fixed rates (including
floating rate borrowings that have been fixed with interest
rate swaps) with an average fixed rate tenor of 3.4 years as at
30 Sep 2011. The remaining 44% of the Groups borrowings
are in floating rates as at 30 Sep 2011. The floating rate loan
portfolio allows the Group to maintain a flexible maturity
profile to support divestments and cash inflows from sales
of development property where debt can be reduced quickly.
In managing the interest rate profile, the Group takes
into account the interest rate outlook, expected cash flow
generated from its business operations, holding period of long
term investments and any acquisition and divestments plans.
The Group makes use of interest rates derivatives for the
purpose of hedging interest rates risks and managing its
portfolio of fixed and floating rate borrowings. The Group
does not engage in trading in interest rates derivatives.
The Groups total interest rate derivatives and the mark to
market values as at 30 Sep 2011 are disclosed in the financial
statement in Note 37.

Gearing and Interest Cover


The Group aims to keep the Group Net Gearing below
80%. As at 30 Sep 2011, this ratio was 30.6%. Total interest
paid during the year amounted to $142.8 million, of which
$71.2 million was capitalised as part of Properties Under
Development. The net interest charged to profit statement
for the year was $53.9 million and net interest cover was at
21.4 times. Net Borrowings over PBITDA was at 1.8 times.

Foreign Exchange Risks and Derivatives


The Group has exposure to foreign exchange risk as a result
of transactions denominated in foreign currencies, arising from
normal trading and investment activities. Where exposures
are certain, it is the Groups policy to hedge these risks as
they arise. For those exposures less certain in their timing
and extent, it is the Groups policy to cover 50% to 90% of
anticipated exposures for a maximum period of 12 months
forward. The Group uses foreign currency forward exchange
contracts and certain currency derivatives to manage these
foreign exchange risks.
The Group does not engage in trading of foreign exchange
and foreign exchange derivatives. The Group uses foreign
exchange contracts and derivatives solely for hedging actual
underlying foreign exchange requirements in accordance with

hedging limits set by the Audit Committee and the Board


under the Group Treasury Policy. These policies are reviewed
regularly by the Audit and Executive Committees to ensure
that the Groups policies and guidelines are in line with the
Groups foreign exchange risk management objectives.
The Groups foreign exchange contracts and derivatives and
the mark to market values as at 30 Sep 2011 are disclosed
in the financial statement in Note 37.
The Group does not hedge its foreign exchange risks of its
investments in overseas subsidiary, joint venture and associated
companies. Such investments are long term in nature and
therefore not feasible and economical to hedge. The Group
only hedges the dividends cash flows payable from its overseas
subsidiary, joint venture and associated companies.

Use of Proceeds from Issue of Shares


Pursuant to the subscription in Jan 2007 by Seletar Investments
Pte Ltd (a subsidiary of Temasek Holdings (Private) Limited)
of an aggregate 205.5 million new shares in the Company
(the Subscription Shares) representing approximately 14.9%
of the enlarged share capital of the Company, the Company
received aggregate issue proceeds of approximately
$900 million (the Net Proceeds) for the Subscription
Shares. The Net Proceeds is to be used for working capital,
making new investments in food and beverage businesses,
and for growing the Companys existing and new food and
beverage businesses.
Pursuant to Rule 1207(20) of the Listing Manual of the
Singapore Exchange Securities Trading Limited, the following
is a status report on the usage of the Net Proceeds.
For the year ended 30 Sept 2011, the Companys Food and
Beverage Division (1) had deployed a total of $71.1 million
from the Net Proceeds (including $26.4 million in acquiring
the Kings Creameries group of companies), for purposes of
making new investments in, and to grow, the Companys Food
and Beverage business. A brief breakdown of such usage is
set out below.
Acquisitions
Capital expenditure
Brand-building investment
(advertising and promotions)
Corporate development and new markets

$ 26.4m
$ 17.9m

$ 71.1m

$ 20.6m
$ 6.2m

Note:
(1) Excludes Asia Pacific Breweries Limited and Fraser & Neave Holdings Bhd.

68

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CORPORATE SOCIAL RESPONSIBILITY

Our vision is to be a world-class


multi-national enterprise
based on our ability to create
and build long term sustainable
value to our shareholders,

responsibly.
The F&N Group understands that we have a responsibility
as a corporate citizen to conduct our business activities
in a responsible and sustainable manner in todays global
business environment. Beyond achieving operational and
financial excellence, the Group remains committed to building
stakeholder value in the environment and communities in
which we operate.

Safeguarding Our Environment


Environmental conservation remains one of the Groups
main focus areas of corporate social responsibility. At F&N,
we strive to ensure that operational excellence is not achieved
at the expense of environmental degradation. Through
continuous innovation and adoption of environmental best
practices, we have been successful in taking steps towards
safeguarding our environment.
For its ongoing efforts in contributing to a sustainable built
environment, our Properties division, Frasers Centrepoint
Limited (FCL), received five Green Mark Awards from the
Building and Construction Authority (BCA) a Platinum
award for Causeway Point and four Gold awards for Alexandra
Point, Alexandra Technopark, Bedok Point and 8@Woodleigh
residential development. The BCA Green Mark differentiates
buildings in Singapore which adopt internationally recognised
best practices in environmental design and performance.
Energy and water-efficient features have been incorporated
into these five developments and have substantially reduced
the companys consumption of energy and water.
At our F&B division, Asia Pacific Breweries (APB) stays
committed to becoming a greener brewer and has been
enhancing its resource efficiency. Over the past five years,
water, electricity and thermal energy consumption at the
Singapore plant has decreased by 10.5%, 8% and 18.7%
respectively. It plans to further reduce its consumption of
water by another 7.7%, electricity by 12.4%, and thermal
energy by 16.4% over the next three years.

69

STR3NGTH

In Singapore, 12 out of 14 commercial properties1 managed


by the Properties division achieved energy savings of 9.8%
or 9.2 million kWh over the previous year due to initiatives
such as installing motion detectors for lights and the
lowering of lighting levels after business hours. The upgrading
of the air-conditioning system, completed in September
2011 at Alexandra Technopark, is expected to further reduce
energy consumption by 6.8 million kWh in the coming year.
Water consumption reduced by 8% as compared to
the previous year due to the retrofitting of water-saving
air-conditioning and lavatory systems. In particular,
Alexandra Technopark achieved a significant improvement
in water consumption by 39.5% as a result of these
installations. Alexandra Point and Alexandra Technopark
have both been recognised as Water-Efficient Buildings by
the Public Utilities Board.
To mitigate the environmental impact of our commercial
buildings, green regulations and technology have been
adopted; NEWater is used wherever possible for landscape
irrigation, air-conditioning, sprinkler protection and hose
reel systems. Causeway Point has also started a rainwater
harvesting system for landscape irrigation. Noise pollution
is cut down with the use of low-noise cooling towers and
silencers for exhaust fans. F&B tenants are required to
install proper kitchen hood cleaning systems to reduce
the levels of grease and smoke emitted during cooking,
and are encouraged to participate in food waste recycling.
For the maintenance of our properties, appointed vendors
are advised to use cleaning products certified by the
Singapore Green Building Council or the United States-based
Green Seal. Stepping up on our efforts towards conserving
our resources, our Properties division continues to assess
the suitability of new technology and green practices for
implementation across all our property developments.

Alexandra Technopark

1 There are no comparative figures for Starhub Centre, which was acquired in July 2010, and Bedok Point, which was operationally ready only in December 2010

70

CORPORATE SOCIAL RESPONSIBILITY

Giving Back to Our Community


Charity Events
In Singapore, our Properties division remained active in
supporting and organising community events, raising funds
through its hospitality and retail business units. Frasers
Hospitality raised more than $11,000 from its annual Fraser
Fiesta, a food and games carnival and Christmas charity
auction, for its adopted charity the Marymount Centre,
a voluntary welfare organisation that reaches out to
marginalised women and children.
Frasers Centrepoint Malls (FCM) organised a community
outreach event titled The Smurfs - Lost in the Mall for children
from low-income families. To encourage staff volunteerism,
employees from the different business units of F&N Group
teamed up with 48 children in a treasure hunt held at
The Centrepoint. The children received shopping vouchers
and goodie bags filled with snacks and movie memorabilia
after a fun-filled day of activities. On a separate occasion,
FCM conducted a donation drive to raise funds for the
Movement for the Intellectually Disabled of Singapore (MINDS).
Over in Perth, Central Park garnered the MS Society 2011
Commitment Award for its consistent support for the
Multiple Sclerosis Societys annual staircase running
competition, held for the fifth consecutive year at its premises.
Other fundraising events supported by Central Park include
the Juvenile Diabetes Research Foundations Spin To Cure
Diabetes, Rio Tinto Earthquake Sausage Sizzle, CBA Prostrate
Cancer Awareness Sausage Sizzle and Daffodil Day by Cancer
Council of Australia.
Perths Central Park is also an ardent supporter of the arts and
was venue sponsor for two key art exhibitions. The Colours
Of Our Country Aboriginal art exhibition showcased the
works of Western Australias indigenous artists and the highly
successful event saw the artworks completely sold within
hours and all proceeds directly benefitting the artists and their
community. The second exhibition, The Refugee Exhibition,
was anchored on the theme Free from Fear and presented
artworks by refugee children to create awareness of their
plight and to promote a multi-cultural society.
Back at home, in recognition of its contributions to fostering
a vibrant arts and heritage culture, FCM received the Patron
of Heritage Awards 2010 - Friend of Heritage from the
National Heritage Board, while Robertson Walk won the Arts
Supporter Award 2011 from the National Arts Council.
For its annual Chinese New Year community event, APB held
a reunion dinner for 130 needy elderly. It also launched the
Cookies for Charity campaign and matched dollar-to-dollar
for donations collected, raising a total of $25,000 towards
its Meals and Grocery programme to ensure that the needy
elderly received nutritious meals throughout the year.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

71

STR3NGTH

Sports and Youth


As the leading isotonic beverage of the sporting community,
100PLUS continued to lend its support to international and
local sporting events. In Malaysia, it was the title sponsor of
the 100PLUS Malaysian Junior Open and the 100PLUS National
Junior Circuit, amongst other tournaments.
At home, 100PLUS outdid its counterparts by sponsoring
$750,000 to the national table tennis men and womens
teams in January 2011, the largest sponsorship received by
the Singapore Table Tennis Association at the time. It also
continued to honour Singaporean athletes who have excelled
in their field by presenting The Straits Times Star of the Month
and The Straits Times Athlete of the Year Award. 100PLUS
longstanding support for a wide variety of sporting events
ranging from marathons to cycling, golf and water sports in
the region, coupled with its partnership with the Singapore
Sports Council have helped to drive home the importance of
healthy living and adequate hydration.
In support of youth culture, F&N Sparkling Drinks presented
the second edition of Singapore Dance Delight, the local leg
of the international street dance competition held in Osaka,
Japan.
Into its ninth year, F&N Holdings Berhad (F&NHB) rewarded
174 children of its employees with a total of RM174,800 for
academic excellence in the 2010 public examinations under
its F&N Chairmans Award scheme. To date, F&NHB has given
out a total of RM1.5 million to 1,441 recipients.
F&NHB also collaborated with the Ministry of Rural and
Regional Development (KKLW) in pioneering Program Niaga
Makan Minum F&N, a rural entrepreneur development
programme to help young aspiring entrepreneurs realise their
dreams. The programme was designed to empower youths
with a keen interest in starting an eatery with knowledge from
financial planning and business concepts to food preparation
and customer service. Besides imparting the business knowhow, the programme also offered financial assistance to those
who completed the programme to kick-start their businesses.

For many generations, F&N MAGNOLIA has been a champion


of nutrition, nurturing both body and mind. This year,
F&N MAGNOLIA was a proud supporter of READ! Singapore
2011, a national initiative by the National Library Board to
promote the culture of reading among Singaporeans and to
offer them opportunities to rediscover the joys of reading.
F&N MAGNOLIA also supported the young in building the
foundations of their literary future by presenting The Straits
Times Little Red Dot Reading Programme for the second
year. Aimed at introducing the virtues of reading to children
in schools, the programme hopes to provide the nutrition
fundamentals to fuel the minds of young Singaporeans and
build the foundation of their future dreams through the
knowledge gleaned from the books they read.

72

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CORPORATE SOCIAL RESPONSIBILITY

Caring for our Consumers


F&N has been a strong supporter and partner of the Singapore
Health Promotion Board (HPB) since 2007. Together,
we jointly educate the public on the importance of staying
healthy through the knowledge of good nutrition, healthy
eating habits and adopting an active lifestyle. The close
collaboration has enabled the Group to roll out meaningful
programmes to reinforce what the F&B division stands for
- healthy enjoyment. We have also pledged our support to
HPBs Healthier Food Choices Commitment programme by
introducing healthier products that are lower in calories and
carry the Healthier Choice Symbol. We commit to stay true
to our promise to deliver Pure Enjoyment. Pure Goodness
to our consumers.
Likewise, F&N NUTRISOY, the most popular soya milk in
Singapore in 2011, was awarded the Healthier Choice Symbol
by HPB and is recognised by the Singapore Heart Foundation
as a heart-friendly drink. To support the World Heart Day 2011
and National Heart Week, F&B division donated all proceeds
from the sale of F&N NUTRISOY at Heart Fair 2011 to the
Singapore Heart Foundation and launched a special pack to
thank its consumers. World Heart Day is celebrated annually by
global member organisations of the World Heart Federation in
100 countries. The activities aim to increase public awareness
and promote preventive measures to reduce the global
incidence of cardiovascular disease.

A leading advocate against binge and drink drinking,


APB continued to promote a culture of responsible drinking
in markets such as Singapore, Vietnam, Cambodia, Thailand,
Laos, Papua New Guinea and New Zealand. At home,
the countrys first youth-for-youth anti-binge drinking initiative
Get Your Sexy Back which APB started in 2007, highlighted
the ill effects of alcohol abuse to those aged 18 to 24.
Staying committed to its stance against drink driving,
it continued to sponsor the Traffic Police Anti-Drink Drive
Campaign for the 16th year running. In addition, APB was
the main sponsor for the Safe Roads Singapore campaign
and encouraged staff to pledge their support online for safety
and vigilance on roads.
Properties added numerous accolades to its growing list of
awards this year, an affirmation of its commitment to providing
customers with product excellence and top-notch service
quality. Some of these awards include the Excellent Service
Award 2010 by Singapore Retailers Association (FCL), Excellent
Service Award 2010 by SPRING Singapore (Fraser Suites
Singapore & Fraser Place Singapore) and Service Excellence
Award at the 12th Annual Global Excellence 2010 (Fraser Place
Manila). For demonstrating high standards of family-friendly
business practices to meet the needs of different generations
of family customers, Causeway Point and Northpoint received
the We Welcome Families Achiever Award from the
Businesses for Families Council.

73

STR3NGTH

Human Capital Management


SUSTAINABILITY THROUGH CONTINUOUS IMPROVEMENT AND INNOVATION
Innovation is KEY to corporate survival. Companies that dont reinvent themselves and innovate, very quickly
get left behind.
Chairman, Mr Lee Hsien Yang

Chairman with management, MDP participants and MDP Alumni

The spirit of enterprise and innovation has always been the


hallmark of F&N Group. As the Group moves on to its next
phase of strategic growth, it continues to develop its people
to meet new challenges ahead. The flagship F&N Group
Management Development Programme (MDP) has been the
key talent development tool to ensure a continuous stream of
talent throughout the Group to support its strategic initiatives
and growth. To date, the F&N Group MDP has successfully
developed eight cohorts of potential leaders. Through the
years, this programme has been continuously refined to
incorporate a more holistic development of our talent as well
as to align with the Groups overall growth ambitions.
Up Close and Personal: Dialogue with Chairman
One of the special features of the MDP is the dialogue and
sharing session by the Groups top honchos. At this years
Up Close and Personal dialogue segment, the F&N Group
MDP was privileged to have Chairman as the dialogue guest.
Besides the MDP participants, business unit CEOs, senior
management and MDP Alumni members were present at
this milestone session, where Chairman engaged the MDP
participants in a lively sharing and group dialogue session
on the theme Innovation and Entrepreneurship.
Chairman kick-started the session with candid sharing of
his past experiences and thoughts on the theme. During his
sharing, Chairman stressed the importance of innovation and
gave specific examples of innovative companies that survived

Chairman shares his insights and thoughts during the MDP dialogue segment

the test of time by changing and adapting to the challenges of


global markets. He also emphasised that we need to reinvent
ourselves or be left behind, citing several once iconic brand
names that have gone out of existence. This was followed
by interactive questions and answers between the MDP
participants and Chairman.

74

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CORPORATE SOCIAL RESPONSIBILITY

Chairman engaging the MDP participants during the Up Close and Personal dialogue session

Chairman joins the employees in scaling the 100PLUS Challenger rock wall

The Up Close and Personal: Dialogue with Chairman


segment was very well-received by both current participants
and the MDP Alumni (previous cohorts of MDP participants).
Participants found Chairmans sharing very motivating,
encouraging, insightful and honest. It was clear that they
considered it a privilege to learn from and interact with him.
They were very encouraged to be able to hear gems of wisdom
from Chairman in such an informal setting.

The day of the Up Close and Personal dialogue session


coincided with the launch of the 100PLUS Challenger at
SCAPE and the MDP was privileged to be part of this launch.
Chairman even tried his hand at scaling the rock wall of the
100PLUS Challenger. It was the first time that MDP participants
got to be part of a launch event in the midst of the
programme. This also provided an opportunity for participants
from different business units to be involved in another business
units branding activity, hence building a stronger sense of
affinity with the various F&N brands and businesses within
the Group.

75

STR3NGTH

Milestone Year for Management Development


Programme
2011 marked a milestone year for the MDP as we achieved
several firsts.
With the expansion of the Group, the MDP received
overwhelming nominations from its businesses. This was
the first time the MDP accepted twice the number of usual
nominations, the largest cohort we have ever had for the
programme. Participants came from the various business
units both locally and overseas (China, Hong Kong, Thailand,
Myanmar, Malaysia and the Philippines).

The diversity of this cohort enriched the interactions and


learning experiences of the participants. Additional trainers
and facilitators were specially arranged to handle the larger
number of participants and to ensure effective learning.
At the outdoor experiential learning segment of the MDP
this year, we were the first to use the new activity adopted
from the popular mobile game Angry Birds developed by
experiential trainers. Another activity of the outdoor segment
was the high ropes course where participants had to overcome
the fear of traversing a series of ropes, planks and obstacles
suspended four storeys high in the air. It was truly a challenge
of their life time as they developed their mind, body and
heart during this programme.

MDP participants engaging in experiential learning through Angry Birds and the high ropes challenge

76

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

ENTERPRISE-WIDE RISK MANAGEMENT

The objectives of risk management are to safeguard the


shareholders investments and the companys assets so as to
steer the company to the next level of growth whilst operating
within the companys risk parameters. Fraser and Neave, Limited,
(F&N or the Group) achieves these objectives through having
a risk management framework that encompasses all areas of our
operations.
Enterprise-wide risk reporting is facilitated through a web-based
Corporate Risk Scorecard system which enables entities within the
Group to report risks and risk status using a common platform in
a consistent and cohesive manner.

Risk Management Process


Risks are reported and monitored at the operational level using a
Risk Scorecard which captures risks, mitigating measures, timeline
for action items and risk ratings.
Where applicable, Key Risk Indicators (KRIs) are established to
monitor risks.
For risks that are material, the mitigating measures and KRIs are
presented in the form of a Key Risk Dashboard and reviewed by
Management on a regular basis.
There are 3 levels of risk reporting: Operating Units reporting
into the Subsidiaries which in turn report to the Business Units
and finally to the Group.
Risks are reviewed and managed at each level of reporting and
consolidated for review at the next higher level, before they are
escalated for review at Group level.
A risk coordinator appointed within each entity (ie. operating unit,
subsidiary, business unit, etc.) coordinates the risk review and
reporting process.
In response to the fast changing global landscape and increasing
scale of operations, formal risk reviews and reporting take
place quarterly for FY2011, as part of F&Ns efforts to raise risk
awareness as well as to better align the responses of the Group
to new developments.

This is followed by an ERM validation before the Group Audit


Committee, where the respective business units provide assurance
to the Committee that key risks at Group level have been
identified and the controls are adequate.
F&N also seeks to benchmark its ERM programme against industry
best practices and standards. In assessing areas for improvement
and how the ERM processes and practices can be strengthened,
reference was made to the best practices in risk management set
out in the Guidebook for Audit Committees in Singapore issued
by the Audit Committee Guidance Committee in October 2008
and the ISO 31000 standards on risk management.
As every staff has a role to play in risk management, ERM and
business continuity plan awareness workshops were facilitated
jointly by the business unit and Group Risk Manager/Risk
Coordinator for new staff and entities of the Group and refresher
programmes organised where required.

Key Risks in FY2011


During the last financial year, the key categories of risks faced by
the Group are summarised as follows.

Reputation Risks
Food safety concerns as reported in some Asian countries served
to reinforce the importance of managing the risks related to food
safety management. While F&N has in place a robust process
to mitigate the risk of food contamination through upholding
the strict requirements stipulated under the various food safety
management standards, the status of food safety risk is reported
by the Food and Beverage division of the Group at quarterly
intervals.

Strategic Risks
Asia Pacific being the key region of growth, has attracted more
new players to the food and beverage industry. This, coupled
with the heightened pace in digital transformation, and evolving
European debt crisis, posed new challenges to the various
businesses within the Group. The Group closely tracks these
developments and reviews the effectiveness of its strategies so
as to sustain its competitiveness.

Country and Property Risks

Risk Update
Risks are reported and monitored at the scorecard level and
grouped under the following risk categories for the purpose
of management reporting.
Reputational risks
Strategic risks
Country and political risks
Currency and interest rates risks
Commodity risks
Property risks
At the end of each financial year, an annual ERM validation
session is held where Management of the business units provides
assurance to the Group Management Committee, that key risks
at the business unit level have been identified and the control
measures are adequate.

The recent natural disasters particularly in Japan and Thailand


as well as political unrests in Asia and Middle East, have led to
the more critical review of the effectiveness of our emergency
response plans and insurance programmes. We continue to finetune our emergency responses, business continuity plans and
insurance programmes from key learnings gained both internally
and from other organisations.
The Group recognises the importance of maintaining a consistent
and cohesive ERM programme across over 30 countries where we
have a presence, and continues its efforts to roll out such ERM
programme including business continuity plans to newly acquired
business units.
The Group also maintains close working relationships with local
business partners and authorities to keep abreast of political
developments, and changes in the regulatory framework and
business environment in which entities of the Group operate.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

77

CORPORATE GOVERNANCE REPORT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

Setting and maintaining high standards of corporate governance and constantly striving to surpass such standards is core to the
culture of Fraser and Neave, Limited (F&N or the Company). Putting this into practice, the F&N Group has in place sound
corporate policies and business practices, as well as a rigorous system of internal controls, all of which individually and collectively,
serve to strengthen corporate transparency. It is the F&N Groups firm belief that its overall business integrity and performance has
to be grounded on a foundation of good governance, so that we can maintain sustainable growth and deliver value to Shareholders.
To attain this aim, our highly-qualified Board works hand in hand with our experienced Management team, drawing upon and
ensuring close adherence to the principles and guidelines of the Code of Corporate Governance 2005 (Code 2005) and other
applicable laws, rules and regulations. For its efforts, the Company has garnered some accolades from the investment community,
brief particulars of which are set out in the section entitled Communication with Shareholders.
This report sets out F&Ns key corporate governance policies and practices against the principles and guidelines of Code 2005.

Board Matters
Boards Conduct of its Affairs
Principle 1:
Every company should be headed by an effective Board to lead and control the company. The Board is collectively responsible for the
success of the company. The Board works with Management to achieve this and the Management remains accountable to the Board.

The Board sets the benchmark and is responsible for F&Ns corporate governance standards and policies. Its primary responsibilities
entail overseeing the Groups business performance and affairs, providing F&N with entrepreneurial leadership, and setting its
strategic direction and performance objectives. The Board also reviews annual budgets, financial plans, major acquisitions and
divestments, funding and investment proposals, and monitors the performance of the Group (including financial performance
as well as Managements performance), and ensures compliance by the Group with relevant laws and regulations. The Board
meets regularly. During Board meetings, our Directors actively participate, discuss, deliberate and appraise the matters requiring its
attention and decision.
As at 30 September 2011, the Board comprises ten directors, all of whom are non-executive directors. They are:
Mr Lee Hsien Yang (Chairman)
Mr Timothy Chia Chee Ming
Ms Maria Mercedes Corrales
Mr Ho Tian Yee
Mr Hirotake Kobayashi (1)
Mr Koh Beng Seng
Dr Seek Ngee Huat (2)
Mr Soon Tit Koon
Mr Tan Chong Meng
Mr Nicky Tan Ng Kuang
Note:
(1) Mr Hirotake Kobayashi was appointed as a non-executive Director on 13 December 2010.
(2) Dr Seek Ngee Huat was appointed as an independent non-executive Director on 26 September 2011.

The addition of Dr Seek to the Board, following the appointment of Ms Maria Mercedes Corrales in September 2010, is part of the
Companys continual drive to inject fresh perspectives into Board discussions. It also enlarges the collective pool of expertise, adding
on to an already impressive array of transnational, multi-disciplinary skill set and industry knowledge of our Directors. There has been
a growing global trend for greater female representation in the board room. Ms Corrales appointment attests to the Companys
recognition of the importance of gender diversity for its Board. It is also consistent with the inclusion of gender representation as a
criterion for board composition in the recently promulgated proposed changes to Code 2005.

78

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CORPORATE GOVERNANCE REPORT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

Board Matters (contd)


Delegation of Authority on certain Board Matters
In order for the Board to more efficaciously discharge its oversight functions, its delegates specific areas of responsibilities to five
Board Committees namely, the Board Executive Committee, the Audit Committee, the Nominating Committee, the Remuneration &
Staff Establishment Committee, and the Food & Beverage Board Committee. Each Board Committee is governed by clear terms of
reference which have been approved by the Board. Minutes of all Board Committee meetings are circulated to Board members so
that they are kept abreast of proceedings and matters discussed at such meetings.
The Company adopts a framework of delegated authorisations in its Manual of Authority (MOA). The MOA defines the procedures
and levels of authorisation required for specified transactions. It also sets out approval limits for operating and capital expenditure
as well as acquisitions and disposals of investments. Furthermore, there is a schedule of matters reserved specifically for the Boards
decision. These include approval of financial statements, business strategy and major investments or divestments. Below the Board
level, there are appropriate delegation of authority and approval sub-limits at Management level, to facilitate operational efficiency.
To address and manage possible conflicts of interest that may arise between Directors interests and those of the Group,
the Company has put in place appropriate procedures including requiring such Directors to refrain from participating in meetings
or discussions (or relevant segments thereof), in addition to abstaining from voting, on any matter in which they are so interested
or conflicted.
Board Executive Committee (Board EXCO)
The Board EXCO comprises the following members:
Mr Lee Hsien Yang
Mr Ho Tian Yee
Mr Soon Tit Koon
Mr Nicky Tan Ng Kuang

Chairman
Member
Member
Member

The Board EXCO has oversight of the business affairs of F&N, and is empowered to exercise the full powers and authority of the
Board when the Board does not meet except in respect of matters that specifically require the decision of the Board or any Board
Committee.
Food & Beverage (F&B) Board Committee
This Committee oversees the F&N Groups F&B strategy and strategic plans for the Groups non-beer F&B business. The Groups F&B
Management devises and develops strategic plans and proposals which are then presented to the Committee. This serves as a forum
for discussion and/or debate before such plans and proposals are tabled to the Board. The members of the F&B Board Committee are:
Mr Lee Hsien Yang
Mr Soon Tit Koon
Mr Nicky Tan Ng Kuang

Chairman
Member
Member

The activities and responsibilities of other Board Committees are described in the following sections of this report.
Meetings of the Board and Board Committees
The Board and its various Board Committees meet regularly, and as necessitated by business requirements or if the members of the
Board deem it appropriate to do so. For the financial year ended 30 September 2011, the Board met eight times, including an annual
offsite strategic review meeting in conjunction with one of the Board meetings.
This annual off-site Board strategic review meeting is usually held at one of the Groups key business operations for Directors and
Management to discuss and review the Groups strategies and plans. This presents an invaluable platform for the Board to familiarise
itself and interact with key members of the Management team. Site visits and meetings with business partners, where appropriate,
are also included as part of the ongoing process for Directors to have a intimate understanding of the F&N Groups key business
operations. This years off-site retreat was held in March 2011 in Kuala Lumpur, where our Bursa-listed Malaysia F&B subsidiary
Fraser & Neave Holdings Bhd, is headquartered.

79

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

Board Matters (contd)


The Directors are also given direct access to the Management team of the Groups three business divisions through presentations
at Board and Board Committee meetings. The Companys Articles of Association provide for Board members who are unable
to attend physical meetings to participate through telephone conference, video conference or any other forms of electronic or
instantaneous communication facilities.
The number of Board meetings and Board Committee meetings held in the financial year ended 30 September 2011 and the
attendance of Directors at these meetings are as follows:

Board

Board
EXCO

Audit
Committee

Remuneration
& Staff
Establishment
Committee

1(3)

Nil

Mr Lee Hsien Yang

8/8

5/5

Nil

Mr Timothy Chia Chee Ming

8/8

5/5

2/2

1/1

Ms Maria Mercedes Corrales

8/8

Mr Ho Tian Yee

8/8

5/5

2/2

1/1

7/7

Mr Koh Beng Seng

8/8

5/5

Dr Seek Ngee Huat (2)

1/1

Mr Soon Tit Koon

8/8

5/5

2/2

Nil

Mr Tan Chong Meng

8/8

4/5

Mr Nicky Tan Ng Kuang

8/8

5/5

5/5

1/1

Nil

Meetings held for the


financial year ended
30 September 2011

Mr Hirotake Kobayashi

(1)

Nominating
Committee

F&B Board
Committee

Note:
(1) Mr Hirotake Kobayashi was appointed as a non-executive Director on 13 December 2010.
(2) Dr Seek Ngee Huat was appointed as an independent non-executive Director on 26 September 2011.
(3) Besides this meeting, all other matters during the year requiring the Nominating Committees approval were either dealt with via circular resolutions or discussions at
Board meetings.

Upon appointment, each new Director is issued with a formal letter of appointment setting out his or her duties and obligations.
A comprehensive orientation programme is also conducted to familiarise new appointees with the business activities, strategic
directions, policies and corporate governance practices of the F&N Group. This programme allows new Directors to get acquainted
with senior Management, so as to foster better rapport thereby facilitating communication with Management.
Directors are continually and regularly updated on the Groups businesses and the regulatory and industry-specific environments
in which the entities of the Group operate. Updates on relevant legal, regulatory and technical developments may be in writing or
disseminated by way of briefings or presentations. During the year, briefings on directors disclosure obligations, recent developments
in the laws relating to insider trading, and the proposed changes to Code 2005, were conducted for the Board. Our Directors are
also encouraged to be members of the Singapore Institute of Directors (SID) and for them to receive journal updates and training
from SID to stay abreast of relevant developments in financial, legal and regulatory requirements, and the business environment
and outlook.

80

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CORPORATE GOVERNANCE REPORT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

Board Composition and Guidance


Principle 2:
There should be a strong and independent element on the Board, which is able to exercise objective judgment on corporate affairs
independently, in particular, from Management. No individual or small group of individuals should be allowed to dominate the
Boards decision making.
The F&N Board comprises ten non-executive Directors, with a clear majority of seven being independent directors. F&N conducts
an annual review of the size and composition of the Board to ensure that both aspects continue to meet the needs of the Group.
The Nominating Committee is of the view that its current size and composition is appropriate for the scope and nature of the F&N
Groups operations, and for facilitating effective discussion and decision-making. In line with the proposed changes to Code 2005,
the Nominating Committee is also of the view that its current size is not so large as to be unwieldy, or as would interfere with efficient
decision-making. No individual or group dominates the Boards decision-making process. The Board proactively seeks to maintain an
appropriate balance of expertise, skills and attributes among the Directors, and this is also reflected in the diversity of backgrounds
and competencies of our Directors. Such competencies include banking, finance, accounting and other relevant industry knowledge,
entrepreneurial and management experience, and familiarity with regulatory requirements and risk management. This benefits
Management as it allows them to tap on the broad range of views and perspectives and the breadth of experience of our Directors.
There is a strong and independent element on the Board. This is fundamental to good corporate governance as it facilitates the
exercise of independent and objective judgment on corporate affairs. It also ensures that key issues and strategies are critically
reviewed, constructively challenged, fully discussed and thoroughly examined, and takes into account the long-term interests of F&N
and its Shareholders.
The Directors are provided with accurate, complete and timely information and have direct and unrestricted access to Management.
This is to give them sufficient time to critically consider issues pertinent to the Company and its business and operations, so that our
Directors can effectively carry out their duties and discharge their oversight function.
The Nominating Committee is of the view that there is an appropriate balance of expertise and skills amongst the Directors.
Together, the Directors bring with them a broad range of industry knowledge, expertise and experience. The recent addition of
Dr Seek is a boon to the Board, and further fortifies its collective ability to spur the F&N Group onwards and forward towards
its goals.
The Nominating Committee determines the independence of each Director annually based on the definitions and guidelines of
independence set out in the Code 2005. In respect of the financial year ended 30 September 2011, the Nominating Committee
performed a review of the independence of the directors. The Nominating Committee has determined that the following
non-executive Directors are non-independent:
Mr Lee Hsien Yang: Non-independent. Mr Lee is non-independent by virtue of his chairmanship of the Companys Management
Committee and the Executive Committee of Frasers Centrepoint Limited (FCL), a wholly owned subsidiary of the Company.
Mr Soon Tit Koon: Non-independent. Mr Soon is a nominee of Oversea-Chinese Banking Corporation (OCBC), a substantial
shareholder(1) of the Company.
Mr Hirotake Kobayashi: Non-independent. Mr Kobayashi is a nominee of, and holds the position of Managing Director at Kirin
Holdings Company, Limited (Kirin), a substantial shareholder(1) of the Company. He is also a director of certain Kirin subsidiaries.
Note:
(1) A substantial shareholder is one which has, or is deemed to have, five percent (5%) or more interest in the voting shares of the Company.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

81

Chairman and Chief Executive Officer


Principle 3:
There should be a clear division of responsibilities at the top of the company, the working of the Board and the executive responsibility
of the companys business which will ensure a balance of power and authority, such that no one individual represents a considerable
concentration of power.
The Chairman and the CEOs of each of the Groups three business divisions are separate persons to ensure an appropriate balance and
separation of power and authority, and clear division of responsibilities and accountability. The Chairmans Office, with the support
of F&Ns corporate services, co-ordinates the reporting lines of each of the CEOs to the Board. The Chairman is also not related to
any of the CEOs of the three business divisions. Neither is there any other business relationship between him and any of these CEOs.
Likewise, the CEOs are not related to each other, and there is also no other business relationship between or among them.
The Chairman, who is non-executive, provides leadership to the Board, steering effective, productive and comprehensive discussions
amongst members of the Board and Management on strategic, business and other issues pertinent to the Group. He ensures that
Directors are provided with clear, complete and timely information in order to make sound decisions.
The Chairman also encourages active and effective engagement, participation by and contribution from all Board members,
and facilitates constructive relations among and between the Board and Management. With the full support of the Board,
Company Secretary and Management, the Chairman leads the charge in the Companys drive to promote, attain and maintain high
standards of corporate governance and transparency. He also ensures overall effective communications to and with Shareholders
on the performance of the Group. In turn, each of the CEOs of the Groups three business divisions is responsible for the execution
of the Groups strategies and policies, and accountable to the Board for the conduct and performance of the respective business
operations under his charge.

Board Membership
Principle 4:
There should be a formal and transparent process for the appointment of new directors to the Board.
The Nominating Committee comprises the following Directors:
Mr Ho Tian Yee
Mr Timothy Chia Chee Ming
Mr Nicky Tan Ng Kuang

Chairman
Member
Member

All members of this Committee are independent non-executive Directors. The Chairman is neither a substantial shareholder nor
directly associated (1) to any substantial shareholder.
Note:
(1) A Director will be considered directly associated to a substantial shareholder when he is accustomed or under an obligation, whether formal or informal, to act in accordance
with the directions, instructions or wishes of such substantial shareholder.

The Nominating Committee is guided by written Terms of Reference approved by the Board and which set out the duties and
responsibilities of this Committee. It reviews the structure, size and composition of the Board, identifies the balance of skills,
knowledge and experience required for the Board to discharge its responsibilities effectively and nominates candidates to meet the
needs and requirements of the Group.
The Nominating Committee evaluates, on an annual basis, the independence of each Director. It also evaluates annually,
the performance of the Board as a whole, and the contribution of each Director to the effectiveness of the Board.
The Nominating Committee reviews and makes recommendations to the Board on all nominations for appointments and
re-appointments to the Board and the Board Committees. This ensures an appropriate mix of core competencies to fulfill the
Boards roles and responsibilities.

82

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FOR THE YEAR ENDED 30 SEPTEMBER 2011

Board Membership (contd)


The Nominating Committee also leads the process for the search, identification, evaluation and selection of suitable candidates
for new directorship. In its search and selection process, the Nominating Committee considers factors such as the ability of the
prospective candidate to contribute to discussions, deliberations and activities of the Board. The Nominating Committee also
reviews the composition of the Board including the mix of expertise, skills and attributes of existing Directors so as to identify
needed and/or desired competencies to supplement the Boards existing attributes. In doing so, where necessary or appropriate,
the Nominating Committee may tap its networking contacts and/or engage external professional headhunters to assist with
identifying and shortlisting candidates.
The Companys Articles of Association provides that at least one-third of its Directors shall retire from office and are subject to
re-election at every Annual General Meeting (AGM). All Directors are required to retire from office at least once every three years.
The Nominating Committee is satisfied that the Directors who are retiring in accordance with the Articles of Association at the
forthcoming AGM are properly qualified for re-appointment by virtue of their skills, experience and contribution. Newly-appointed
Directors must also submit themselves for retirement and re-election at the next AGM immediately following their appointment.
The Shareholders approve the appointment or re-appointment of Board members at the AGM.
In its annual review, the Nominating Committee assesses and affirms the independence of each Director. The Nominating Committee
has determined the status of each Director as follows:
Mr Lee Hsien Yang
Mr Timothy Chia Chee Ming
Ms Maria Mercedes Corrales
Mr Ho Tian Yee
Mr Hirotake Kobayashi
Mr Koh Beng Seng
Dr Seek Ngee Huat
Mr Soon Tit Koon
Mr Tan Chong Meng
Mr Nicky Tan Ng Kuang

Non-Independent
Independent
Independent
Independent
Non-Independent
Independent
Independent
Non-Independent
Independent
Independent

Key Information regarding Directors


Key information on the Directors is set out on pages 18 to 25.

Board Performance
Principle 5:
There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the
effectiveness of the Board.
The Board has established and implemented a formal process for assessing the effectiveness of the Board as a whole and the
contribution by each Director to the effectiveness of the Board.
An independent consultant is engaged to facilitate the implementation of a process for evaluating the effectiveness of the Board
as a whole and the Board Committees. Engaging an independent third party ensures objectivity and independence in the process.
All Directors are required to assess the performance of the Board and the Board Committees. Their assessment covers areas such as
Board composition, Board processes, managing the Companys performance, Board Committee effectiveness, and any specific areas
where improvements may be made.
Through interviews conducted on the Directors, feedback and comments received are then collated and analysed by the consultant.
Its findings of the performance evaluation (including such feedback and comments received from the Directors) are then reviewed
by the Nominating Committee, in consultation with the Chairman of the Board.
Following the review, the Board is of the view that the Board and its Committees operate effectively and each Director is contributing
to the overall effectiveness of the Board.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

83

Access to Information
Principle 6:
In order to fulfill their responsibilities, Board members should be provided with complete, adequate and timely information prior to
Board meetings and on an on-going basis.
Management provides the Board with detailed Board papers, specifying relevant information and justifications for each proposal for
which Board approval is sought. Such information include relevant financial forecasts, new opportunities, risks analyses, mitigation
strategies, feasibility studies and key commercial issues for the Boards attention and consideration. Reports on major operational
matters, business development activities, financial performance, potential investment opportunities and budgets are also circulated
to the Board.
A calendar of activities is scheduled for the Board a year in advance, with Board papers and agenda items dispatched to the Directors
a week before scheduled meetings. This is to give Directors sufficient time to review and consider the matters being tabled and/or
discussed so that discussions can be more meaningful and productive. Senior Management is requested to attend Board meetings
to provide additional insights into matters being discussed, and to respond to any queries that the Directors may have. In addition
to the forum of Board meetings, the Board also has separate and independent access to the Companys senior Management and
the Company Secretary.
The Company Secretary attends all Board meetings, ensures that Board procedures are complied with, and provides advice and
guidance on corporate governance, and on legal and regulatory compliance. Under the direction of the Chairman, the Company
Secretary facilitates and acts as a channel of communications for the smooth flow of information to and within the Board and
its various Committees, as well as between and with senior Management. The Company Secretary also solicits and consolidates
Directors feedback and evaluation from time to time, and arranges for and facilitates orientation programmes for new Directors and
assists with their professional development as required. The Company Secretary is the Companys primary channel of communication
with the Singapore Exchange Securities Trading Limited (SGX-ST).
The Directors whether collectively or individually may, at the Companys expense, seek and obtain independent professional
advice where necessary to discharge its or their duties effectively.

Remuneration Matters
Principle 7:
There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration
packages of individual directors. No director should be involved in deciding his own remuneration.
Remuneration & Staff Establishment Committee (RSEC)
The RSEC is made up of non-executive Directors, the majority of whom, including the Chairman, are independent Directors.
It comprises the following members:
Mr Timothy Chia Chee Ming
Mr Ho Tian Yee
Mr Soon Tit Koon

Chairman
Member
Member

The key responsibility of the RSEC is to assist the Board in establishing a formal and transparent process for developing policies
on executive remuneration and development. Such policies are submitted to the Board for approval. The RSEC also determines
remuneration packages and service terms of individual Directors and the CEOs of the Companys three business divisions.
In discharging its duties, the RSEC reviews and makes recommendations on the remuneration framework for the Board and senior
Management.
On an annual basis, the RSEC also reviews the level and mix of remuneration and benefits policies and practices of the Company,
including the long-term incentive schemes. In undertaking such reviews, the RSEC takes into consideration the performance of the
Company and that of individual employees. It also reviews and approves the framework for salary reviews, performance bonus and
incentives for senior Management of the F&N Group.
The RSEC conducts an annual review of the development and succession plans for senior Management and the leadership pipeline
for the Company, and aligns through appropriate remuneration and benefits policies and long-term incentive schemes the CEOs
leadership with the Companys strategic objectives and key challenges. It also sets performance targets for the CEOs and evaluates
their performances annually.

84

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CORPORATE GOVERNANCE REPORT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

Remuneration Matters (contd)


The RSEC may from time to time, and where necessary or required, seek advice from external consultants in framing the remuneration
policy and determining the level and mix of remuneration for Directors and Management, so that the Company remains competitive
in this regard.

Level and Mix of Remuneration


Principle 8:
The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully
but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors
remuneration should be structured so as to link rewards to corporate and individual performance.
In recommending the level and mix of remuneration, the RSEC seeks to build, motivate and retain Directors and key Management.
It ensures that competitive remuneration policies and practices are in place to draw and motivate high-performing executives so as
to drive the Groups businesses to greater growth, efficiency and profitability. In its deliberation, the RSEC takes into consideration
industry practices and benchmarks against relevant industry players to ensure that its remuneration and employment conditions
are competitive.
The Companys compensation framework comprises fixed pay and short-term and long-term incentives. The Company subscribes
to linking executive remuneration to corporate and individual performance, based on an annual appraisal of employees and using
indicators such as core values, competencies, key result areas, performance rating, and potential of the employees. Long-term
incentive schemes are put in place to motivate and reward employees and align their interests to maximise longterm Shareholder
value.
Long Term Incentive Plans
The RSEC also administers the Companys share-based remuneration incentive plans, namely, the F&N Executive Share Option
Scheme (F&N ESOS), Restricted Share Plan and Performance Share Plan.
At an Extraordinary General Meeting of the Company held on 22 January 2009, the Company adopted the Restricted Share
Plan (RSP) and Performance Share Plan (PSP) in lieu of the F&N ESOS. The last grant under the F&N ESOS was made on
25 November 2008. Options granted prior to the expiry of the F&N ESOS will continue to be valid and be subject to the terms and
conditions of the F&N ESOS.
Through the RSP and PSP, the Company seeks to foster a greater ownership culture within the F&N Group by aligning more
directly the interests of key senior Management and senior executives with the interest of Shareholders, and for such employees to
participate and share in the Groups growth and success.
The RSP is available to a broader base of senior executives compared to the PSP. Its objectives are to increase the Companys
flexibility and effectiveness in its continuing efforts to attract, motivate and retain talented senior executives and to reward these
executives for the performance of the Company and that of the individual. The PSP targets senior Management in key positions
who shoulder the responsibility of the Companys performance and who are able to drive the growth of the Company through
superior performance. It serves as further motivation to key senior Management in striving for excellence and delivering long-term
Shareholder value.
Under the RSP and PSP, the Company grants share-based awards (Base Awards) conditional upon pre-determined targets
being met. Pre-determined targets for RSP and PSP are set over a two-year and a three-year performance period respectively.
The Awards represent the right to receive fully paid shares, their equivalent cash value or a combination thereof, free of charge,
provided certain prescribed performance conditions are met. The final number of shares to be released will depend on the
achievement of the pre-determined targets at the end of the performance period. If such targets are met and/or exceeded,
more shares than the Base Awards can be delivered, subject to a maximum percentage of the Base Awards. The first grant of Base
Awards was made in December 2009.
The maximum number of Company shares which can be released, when aggregated with the number of new shares issued pursuant
to the vesting of awards under the RSP and PSP (excluding shares exercised under the F&N ESOS) will not exceed ten percent (10%)
of the issued share capital of the Company.

85

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

Remuneration Matters (contd)


Disclosure on Remuneration
Principle 9:
Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for
setting remuneration in the companys annual report. It should provide disclosure in relation to its remuneration policies to enable
investors to understand the link between remuneration paid to directors and key executives, and performance.
Remuneration of Directors and Top Five Key Executives
Information on the remuneration of Directors of the Company and key executives of the Group is set out below.
Long
Term
Incentive
%

Total
%

Remuneration
$

Fee
%

Salary
%

Bonus
%

Allowances
& Benefits
%

1,550,200(3)

100

100

Mr Timothy Chia Chee Ming

127,500

100

100

Ms Maria Mercedes Corrales

82,000

100

100

198,500(4)

100

100

66,081

100

100

123,000

100

100

2,041

100

100

Mr Soon Tit Koon

119,000

100

100

Mr Tan Chong Meng

113,500

100

100

Mr Nicky Tan Ng Kuang

137,000

100

100

Directors of the Company

Mr Lee Hsien Yang

Mr Ho Tian Yee
Mr Hirotake Kobayashi

(1)

Mr Koh Beng Seng


Dr Seek Ngee Huat (2)

(5)

Note:
(1) Mr Hirotake was appointed as a non-executive Director on 13 December 2010.
(2) Dr Seek Ngee Huat was appointed as an independent non-executive Director on 26 September 2011.
(3) Includes payments of (i) $79,200 in lieu of company car entitlement and (ii) $150,000 being directors fees from FCL.
(4) Includes payments of $71,000 being directors fees from Times Publishing Limited (TPL).
(5) Includes payments of $12,500 being directors fees from TPL.

Long
Term
Incentive
%

Total
%

Remuneration
$

Fee
%

Salary
%

Bonus
%

Allowances
& Benefits
%

Koh Poh Tiong (1)

6,043,543

20

12

12

56

100

Lim Ee Seng

3,334,752

35

34

28

100

Roland Pirmez

2,639,009

41

36

19

100

Dato Ng Jui Sia

1,315,715

42

24

28

100

Anthony Cheong Fook Seng

1,258,422

49

26

20

100

Key Executives of the


F&N Group

Note:
(1) Mr Koh Poh Tiong retired as Chief Executive Officer, Food and Beverage on 30 September 2011. He was succeeded by Mr Pascal De Petrini, who was appointed on
1 October 2011.

86

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CORPORATE GOVERNANCE REPORT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

Remuneration Matters (contd)


Directors Fees
The remuneration of non-executive Directors takes into account their level and quality of contribution and their respective
responsibilities, including attendance and time spent at Board meetings and Board Committee meetings. Directors are paid basic
and attendance fees for attending Board meetings. Non-executive Directors who perform services through Board Committees are
paid additional basic and attendance fees for such services. No Director decides his own fees. The Companys current Board fee
structure is set out below.
Basic Fee
$

Attendance Fee
$

1,250,000

2,000

75,000

1,000

- Chairman

30,000

2,000

- Member

15,000

1,000

- Chairman

15,000

2,000

- Member

7,500

1,000

Board
- Chairman
- Member
Audit Committee and Board EXCO

RSEC, F&B Board and Nominating Committees

Directors fees are reviewed periodically to benchmark such fees against the amounts paid by other major listed companies.
Following a review undertaken this year, it is proposed that adjustments be made to Board Committee (except F&B Board Committee)
basic fees with effect from the next financial year as set out below. There will be no change to the current Board and F&B Board
Committee basic fees, and attendance fees for Board and Board Committee meetings remain unchanged.
Current
Basic Fee
$

Proposed
Basic Fee
$

- Chairman

30,000

50,000

- Member

15,000

25,000

15,000

30,000

7,500

15,000

Audit Committee and Board EXCO

RSEC and Nominating Committees


- Chairman
- Member

In view of above proposed changes, Shareholders approval will be sought at the 113th AGM of the Company on 27 January 2012,
for the payment of Directors fees proposed for the financial year ending 30 September 2012 amounting to $2.9 million (last year:
$2.7 million).
For better alignment with Shareholders interests, Directors are encouraged to purchase the Companys shares from the open
market and to hold the equivalent of one years fees in such shares while they remain on the Board, subject to their compliance with
applicable laws and regulations.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

87

Accountability and Audit


Principle 10:
The Board should present a balanced and understandable assessment of the Companys performance, position and prospects.
F&N prepares its financial statements in accordance with the Singapore Financial Reporting Standards (SFRS) prescribed by the
Accounting Standards Council. The Board provides Shareholders with quarterly and annual reports, and releases its quarterly and
full year financial results through announcements to the SGX-ST and, where appropriate, press releases and media and analysts
briefings. In communicating and disseminating its results, F&N aims to present a balanced and clear assessment of the Groups
performance, position and prospects.

Audit Committee
Principle 11:
The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties.
The Audit Committee, on behalf of the Board, undertakes the monitoring and review of the system of internal controls. Its main
responsibilities are to assist the Board in the discharge of its oversight responsibilities in the areas of internal controls, financial and
accounting practices, operational and compliance controls, and corporate and financial risk management. Significant findings are
reported to the Board.
The Audit Committee is guided by written Terms of Reference endorsed by the Board and which set out its duties and responsibilities.
It is duly authorised to investigate any matter within such Terms of Reference, and has full access to and the co-operation of
Management, as well as the full discretion to invite any Director or executive officer to attend its meetings.
The Audit Committee comprises the following four members:
Mr Koh Beng Seng
Mr Timothy Chia Chee Ming
Mr Tan Chong Meng
Mr Nicky Tan Ng Kuang

Chairman
Member
Member
Member

All the members, including the Chairman, are independent non-executive Directors. The members of the Audit Committee are
appropriately qualified. Their collective wealth of experience and expertise on accounting and financial management enables them
to discharge their responsibilities competently. The Audit Committee has reasonable resources to enable it to discharge its functions
effectively.
During the year, the key activities of the Audit Committee included the following:
Reviewing the quarterly and full-year financial results and related SGX announcements, including significant financial reporting
issues and assessments, to safeguard the integrity in financial reporting, and to ensure compliance with the requirements of
the SFRS
Approving, on behalf of the Board, the 1st and 3rd Quarter financial results and corresponding SGX-ST announcements
Recommending, for the approval of the Board, the half-year and annual financial results and related SGX-ST announcements
Reviewing and evaluating with internal and external auditors, the adequacy and effectiveness of the internal control systems,
including financial, operational and compliance controls, and risk management policies and framework
Reviewing and approving the internal and external audit plans to ensure the adequacy of the audit scope
Reviewing with internal and external auditors, the audit report and their recommendations, and monitoring the timely and proper
implementation of any required corrective or improvement measures
Reviewing the adequacy and effectiveness of the Groups internal audit function, including the adequacy of internal audit
resources and its appropriate standing within the Group
Reviewing whistle-blowing investigations within the Group and ensuring appropriate follow-up actions, if required

88

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CORPORATE GOVERNANCE REPORT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

Accountability and Audit (contd)


The Audit Committee also meets with internal and external auditors without the presence of Management at least once a year to
obtain feedback on the competency and adequacy of the finance function and to ascertain if there are any material weaknesses or
control deficiencies in the Groups financial reporting and operational systems.
The Audit Committee makes recommendations to the Board for approval by Shareholders, the appointment, re-appointment and
removal of the Companys external auditors. It also reviews and approves the remuneration and terms of engagement of the external
auditors.
During the year, the Audit Committee conducted a review of the scope and results of audit by the incumbent auditors and its
cost effectiveness, as well as the independence and objectivity of the auditors. It also reviewed all non-audit services provided
by the incumbent auditors, and the aggregate amount of audit fees paid to them. For details of fees payable to the auditors in
respect of audit and non-audit services, please refer to Note 4 of the Notes to the Financial Statements on page 130. The Audit
Committee is satisfied that neither their independence nor their objectivity is put at risk, and that they are still able to meet the
audit requirements and statutory obligations of the Company. It is also satisfied with the aggregate amount of audit fees paid to
the auditors. Accordingly, the Audit Committee has recommended the re-appointment of the external auditors at the AGM of
the Company. In recommending the re-appointment of the auditors, the Audit Committee considered and reviewed a variety of
factors including adequacy of resources, experience of supervisory and professional staff to be assigned to the audit, and size and
complexity of the Group, its businesses and operations.
The Board through the Audit Committee reviews the adequacy of the Groups risk management framework to ensure that
robust risk management and internal controls are in place. The Company has adopted an enterprise-wide risk management (ERM)
framework to enhance its risk management capabilities. Key risks, control measures and management actions are continually
identified, reviewed and monitored as part of the ERM process. Financial and operational key risk indicators are in place to track
key risk exposures. Apart from the ERM process, key business risks are thoroughly assessed by Management and each significant
transaction is comprehensively analysed so that Management understands the risks involved before it is embarked upon.
Periodic updates are provided to the Audit Committee on the Groups risk profile. These updates include the assessment of the
Groups key risks by major business units, risk categories, and the status and changes in plans undertaken by Management to
manage key risks.
An outline of the ERM framework and progress report is set out on page 76.

Internal Controls
Principle 12:
The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders
investments and the companys assets.
The Company maintains a sound internal control system with a view to safeguard its assets and Shareholders investments.
The Audit Committee, through the assistance of internal and external auditors, reviews and reports to the Board on the adequacy
of the Companys system of controls, including financial, operational and compliance controls, and risk management policies and
systems established by Management. In assessing the effectiveness of internal controls, the Audit Committee ensures primarily that
key objectives are met, material assets are properly safeguarded, fraud or errors in the accounting records are prevented or detected,
accounting records are accurate and complete, and reliable financial information is prepared in compliance with applicable internal
policies, laws and regulations.
The importance and emphasis placed by the F&N Group on internal controls is underpinned by the fact that the key performance
indicators for Managements performance takes into account the findings of both internal and external auditors and the number of
unresolved or outstanding issues raised in the process.
The Board is satisfied that the Companys framework of internal controls is adequate to provide reasonable assurance of the integrity,
effectiveness and efficiency of the Company in safeguarding its assets and Shareholders investments. Such framework serves to
provide reasonable assurance against material misstatement or loss.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

89

Accountability and Audit (contd)


Whistle-Blowing Policy
The Group has in place a Whistle-Blowing Policy. This Policy provides an independent feedback channel through which matters of
concern about possible improprieties in matters of financial reporting or other matters may be raised in confidence and in good
faith, without fear of reprisal. Details of this policy have been disseminated and made available to all employees of the Company.
All matters which are raised are then independently investigated and appropriate actions taken. The Audit Committee ensures that
independent investigations and any appropriate follow-up actions are carried out.

Internal Audit
Principle 13:
The company should establish an internal audit function that is independent of the activities it audits.
The Internal Audit Department is an independent function within the Company. It conducts objective and independent assessments
on the adequacy and quality of the Groups system of internal controls. The Head of Internal Audit, who is a Certified Public
Accountant, reports directly to the Chairman of the Audit Committee and administratively, to the Group Company Secretary.
The Head of Internal Audit and most of the internal audit staff are members of the Institute of Internal Auditors, Singapore and the
department has adopted and complied with the Standards for the Professional Practice of Internal Auditing set by the Institute of
Internal Auditors. To ensure that the internal audits are effectively performed, it recruits and employs suitably qualified staff with the
requisite skills and experience. Such staff are also given relevant training and development opportunities to update their technical
knowledge and auditing skills. Key staff members of the Internal Audit Department also receive relevant technical training and
seminars organised by the Institute of Internal Auditors, Singapore and other professional bodies.
The Internal Audit Department operates within the framework stated in its Terms of Reference, which is approved by the Audit
Committee. It adopts a risk-based audit methodology to develop its audit plans, and its activities are aligned to key risks of the
F&N Group. Based on risk assessments performed, greater focus and appropriate review intervals are set for higher risk activities,
and material internal controls, including compliance with the Companys policies, procedures and regulatory responsibilities.
During the year, the Internal Audit Department conducted its audit reviews based on the approved internal audit plans. All audit
reports detailing audit findings and recommendations are provided to Management who would respond on the actions to be taken.
Each quarter, the Internal Audit Department would submit to the Audit Committee a report on the status of the audit plan and on
audit findings and actions taken by Management on such findings. Key findings are highlighted at the Audit Committee meetings
for discussion and follow-up action. The Audit Committee monitors the timely and proper implementation of required corrective,
preventive or improvement measures undertaken by Management.
The Audit Committee is satisfied that that the Internal Audit Department has adequate resources and appropriate standing within
the Company to perform its function effectively.

Communication with Shareholders


Principle 14:
Companies should engage in regular, effective and fair communication with shareholders.
The Company prides itself on its high standards of disclosure and corporate transparency. It aims to provide fair, relevant, comprehensive
and timely information regarding the Groups performance and progress to Shareholders and the investment community to enable
them to make informed investment decisions. The Groups dedicated Investor Relations (IR) team is tasked with and focuses on
facilitating communications between the Company and its Shareholders, as well as with the investment community.
The IR team communicates regularly with Shareholders and the investment community, with timely disclosures of material and other
pertinent information, through regular dialogues and announcements to SGX-ST. The team conducts roadshows (together with
key senior Management), and participates in investor seminars and conferences to keep the market and investors apprised of the
F&N Groups corporate developments and financial performance. During the year, the IR team, together with senior Management,
engaged with more than 400 Singapore and foreign investors at conferences, non-deal roadshows as well as one-on-one and
group meetings. The aim of such engagements is to provide Shareholders and investors prompt disclosure of relevant information,

90

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CORPORATE GOVERNANCE REPORT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

Communication with Shareholders (contd)


to enable them to have a better understanding of the Companys businesses and performance. Briefings for the half-yearly and full
year results are also conducted for analysts and the media following the release of such results. The Company makes available all its
briefing materials to analysts and the media, its financial information, its annual reports and all announcements to the SGX-ST on its
website at www.fraserandneave.com, with contact details for investors to channel their comments and queries.
At the Investors Choice Awards 2011 organised by the Securities Investors Association (Singapore), the Companys continuing
efforts and aspirations in attaining and surpassing high standards of corporate governance was affirmed with the winning of
two awards. It won the Singapore Corporate Governance Award 2011 (Mainboard) and was runner-up for the Most Transparent
Company Award in the Multi-Industry/Conglomerate category.
Further details on IRs activities and responsibilities during the year can be found in the Investor Relations section of the Annual
Report on page 65.

Greater Shareholder Participation


Principle 15:
Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate
their views on various matters affecting the company.
The Board supports and encourages active Shareholder participation at AGMs. It believes that general meetings serve as an opportune
forum for Shareholders to meet the Board and senior Management, and to interact with them.
The Companys Articles of Association allows all Shareholders the right to appoint a proxy to attend and vote on their behalf in
Shareholders meetings. A copy of the Annual Report and notice of AGM are sent to all Shareholders. Separate resolutions are
proposed on each substantially separate issue at the meeting. Shareholders are given the opportunity to raise questions and clarify
any issues that they may have relating to the resolutions to be passed.
Board members and senior Management are present at each Shareholders meeting to respond to any questions from Shareholders.
The Companys external auditors are also present to address queries about the conduct of audit and the preparation and content of
the auditors report.
For greater transparency, F&N has implemented electronic poll voting since its 2010 AGM. This entails Shareholders being invited
to vote on each of the resolutions by poll, using an electronic voting system (instead of voting by hands), thereby allowing all
Shareholders present or represented at the meeting to vote on a one share, one vote basis. The voting results of all votes cast for,
or against, each resolution is then screened at the meeting and announced to the SGX-ST after the meeting. The Company will
continue to use the electronic poll voting system at the forthcoming AGM.
Code of Business Conduct
F&N has in place a Code of Business Conduct which sets out the business practices, standards and ethical conduct expected of all
employees in the course of their employment with the F&N Group. The Code is disseminated and distributed to all employees for
compliance, and covers such aspects of the business operations of the Group as conflicts of interest and dealings with government
officials, government employees, and suppliers and customers of the Company. In addition, Directors, officers and employees are
required to observe and maintain high standards of integrity in carrying out their roles and responsibilities, and to comply with
relevant and applicable laws and regulations, as well as with Company policies.
Listing Rule 1207 sub-Rule (19) on Dealings in Securities
In compliance with Listing Rule 1207 sub-Rule (19) of the SGX-ST Listing Manual, the Group issues quarterly reminders to its
Directors, officers and employees on the restrictions in dealings in listed securities of the Group during the period commencing
(i) two weeks prior to the announcement of financial results of each of the first three quarters of the financial year, and (ii) one month
before the announcement of full year results, and ending on the date of such announcements. Directors, officers and employees are
also reminded not to trade in listed securities of the Group at any time while in possession of unpublished price sensitive information
and to refrain from dealing in the Groups securities on short-term considerations.

91

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

Particulars of Key Management Staff as at 30 September 2011


Name of
Key Executive
Mr Anthony Cheong
Fook Seng

Age
57

Academic & Professional


Qualifications
Associate, The Institute of
Chartered Accountants in
England and Wales
Member, Institute of
Certified Public Accountants
of Singapore

Mr Koh Poh Tiong(1)

65

Bachelor of Science,
University of Singapore

Working Experience

Area of Responsibility

1982 1989
Manager, Corporate Recovery Services, Ernst & Young

Group Company Secretary,


Fraser and Neave Group
(Date appointed: 1 April 2002)

1989 2001
Company Secretary, CarnaudMetalbox Asia Ltd
2001 2002
Corporate General Manager, Finance, Times Publishing
Limited
1985 1991
General Manager, Asia Pacific Breweries Limited
1991 1993
Deputy Group General Manager, Asia Pacific Breweries
Limited

Chief Executive Officer,


Food and Beverage(1),
Fraser and Neave, Limited
(Date appointed: 1 October 2008)

1993 2008
Chief Executive Officer, Asia Pacific Breweries Limited
Mr Lim Ee Seng, PBM

60

Bachelor of Engineering
(Civil), University of
Singapore
Master of Science (Project
Management), National
University of Singapore
Member, The Institution of
Engineers, Singapore

Dato Ng Jui Sia

59

1982 1989
Project Manager, Singapore Land Ltd
1989 1996
General Manager (Property Division), First Capital
Corporation Ltd

Director and Group


Chief Executive Officer,
Frasers Centrepoint Limited
(Date appointed: 15 October 2004)

1996 2004
Managing Director, MCL Land Ltd

Bachelor of Business
Administration,
University of Singapore

1982 1985
Audit Senior/Audit Manager, Price Waterhouse
Singapore

Associate, The Institute of


Chartered Accountants in
England and Wales

1985 1989
Regional Financial Controller, MK Electric SEA Pte Ltd

Chief Executive Officer,


Fraser & Neave Holdings Bhd
(Date appointed: 1 August 2010)

1989 1995
General Manager (Hong Kong & South China),
CarnaudMetalbox Asia Pacific
1995 1999
General Manager, Fraser and Neave, Limited/F&N
Coca-Cola (Singapore) Pte Ltd
1999 2006
Managing Director, F&N Coca-Cola (Malaysia)
Sdn Bhd
2006 2010
Chief Executive Officer, Times Publishing Limited

Mr Roland Pirmez

51

Masters Degree in Brewing,


University of Louvain-laNeuve, Belgium
Engineering degree in
Agriculture, University of
Louvain-la-Neuve, Belgium

1995 1998
Managing Director Angola, Heineken Group
1998 2002
Managing Director, Thai Asia Pacific Brewery Co Ltd

Director and
Chief Executive Officer,
Asia Pacific Breweries Limited
(Date appointed: 1 October 2008)

2002 2008
Chief Executive Officer, Heineken Russia

Note:
(1) Mr Koh Poh Tiong retired as Chief Executive Officer, Food and Beverage, on 30 September 2011. He was succeeded by Mr Pascal De Petrini, whose particulars are as follows.

Mr Pascal De Petrini

51

Master of Science in
Management, cole
Suprieure des Sciences
conomiques et
Commerciales (ESSEC
Business School), France
Masters degree from Mines
De Nancy Engineering
School, France

1998 - 2002
General Manager, Danone Biscuits, China
2002 2004
General Manager, Themis ERP Project
2004 2007
General Manager, Aqua Indonesia
2007 2008
Vice-President Asia Pacific, Danone Waters
2008 2011
Vice-President Asia Pacific, Danone Baby Nutrition

Chief Executive Officer,


Food and Beverage,
Fraser and Neave, Limited
(Date appointed: 1 October 2011)

92

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

Index to Financial Report


Directors Report

93

Statement by Directors

102

Independent Auditors Report

103

Profit Statement

104

Statement of Comprehensive Income

105

Balance Sheet

106

Statement of Changes in Equity

107

Cash Flow Statement

110

Notes to the Financial Statements

112

Particulars of Group Properties

207

Shareholding Statistics

220

Interested Person Transactions

221

Notice of Annual General Meeting

222

Proxy Form

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

93

DIRECTORS REPORT

Your directors have pleasure in submitting their report and the audited financial statements of the Company and of the Group for
the financial year ended 30 September 2011.

1.

DIRECTORATE

The directors of the Company in office at the date of this report are:

Mr Lee Hsien Yang


Mr Timothy Chia Chee Ming
Ms Maria Mercedes Corrales
Mr Ho Tian Yee
Mr Hirotake Kobayashi
Mr Koh Beng Seng
Dr Seek Ngee Huat
Mr Soon Tit Koon
Mr Tan Chong Meng
Mr Nicky Tan Ng Kuang

2.

ARRANGEMENTS TO ENABLE DIRECTORS TO ACQUIRE SHARES AND DEBENTURES

Neither at the end of, nor at any time during, the financial year did there subsist any arrangements to which the Company
or the Group is a party whereby directors of the Company might acquire benefits by means of the acquisition of shares in,
or debentures of, the Company or any other body corporate.

(Chairman)

(Appointed on 13 December 2010)


(Appointed on 26 September 2011)

At the forthcoming Annual General Meeting, the following directors will retire and, being eligible, offer themselves for
re-election:


- By rotation pursuant to Article 117 of the Companys Articles of Association:

Mr Timothy Chia Chee Ming

Mr Koh Beng Seng

Mr Tan Chong Meng


- Pursuant to Article 122 of the Companys Articles of Association, having been appointed since the last Annual General
Meeting:

Dr Seek Ngee Huat

94

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

DIRECTORS REPORT

3.

DIRECTORS INTERESTS IN SHARES OR DEBENTURES


The directors who held office at the end of the financial year and their beneficial or deemed interests in the issued capital
of the Company and its related corporations as recorded in the register required to be kept under Section 164 of the
Companies Act, Cap. 50 were as follows:
ORDINARY SHARES OF THE COMPANY/
OTHER SECURITIES OF GROUP COMPANIES
As at 1 Oct 2010
As at 30 Sep 2011

Lee Hsien Yang


- Fraser and Neave, Limited
Ordinary Shares
588,240
588,240
- Frasers Centrepoint Asset Management (Commercial) Ltd
Ordinary Units in Frasers Commercial Trust
3,633,178
955,078 1

Series A Convertible Perpetual Preferred Units
in Frasers Commercial Trust
160,000
160,000
Timothy Chia Chee Ming
NIL
NIL
Maria Mercedes Corrales
NIL
NIL
Ho Tian Yee
NIL
NIL
Hirotake Kobayashi
NIL 2 NIL
Koh Beng Seng
NIL
NIL
Dr Seek Ngee Huat
NIL 3 NIL
Soon Tit Koon
NIL
NIL
Tan Chong Meng
- Fraser and Neave, Limited

Ordinary Shares
10,000
30,000
- Frasers Centrepoint Asset Management (Commercial) Ltd
Ordinary Units in Frasers Commercial Trust
300,000
60,000 4
Nicky Tan Ng Kuang
- Fraser and Neave, Limited
Ordinary Shares
NIL
50,000
- Frasers Centrepoint Asset Management Ltd

Ordinary Units in Frasers Centrepoint Trust
300,000
300,000
- Frasers Centrepoint Asset Management (Commercial) Ltd
Ordinary Units in Frasers Commercial Trust
2,250,000
450,000 4
1

Consolidation of every five existing units into one unit in Frasers Commercial Trust and includes deemed interest in 135,078 ordinary units arising
from the holding of 160,000 Series A Convertible Perpetual Preferred Units (Series A CPPUs) convertible at a conversion ratio of 1/1.1845 x
No. of Series A CPPUs being converted, disregarding fractional units.

As at date of appointment, i.e. 13 December 2010.

As at date of appointment, i.e. 26 September 2011.

Consolidation of every five existing units into one unit in Frasers Commercial Trust.

4.

DIRECTORS CONTRACTUAL BENEFITS

Since the end of the previous financial year, no director has received or has become entitled to receive a benefit required to
be disclosed by Section 201(8) of the Companies Act, Cap. 50 by reason of a contract made by the Company or a related
corporation with the director or with a firm of which he is a member or with a company in which he had a substantial
financial interest.

95

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

DIRECTORS REPORT

5.

SHARE OPTIONS AND SHARE PLANS

(a)

Share Options pursuant to the Fraser and Neave, Limited Executives Share Option Scheme Approved by
Shareholders on 30 September 1999 (the 1999 Scheme)

The 1999 Scheme expired on 30 September 2009 but options already granted under that Scheme remain exercisable until
the end of the relevant option period.

The 1999 Scheme is administered by the Remuneration & Staff Establishment Committee which comprises the following
three non-executive directors who do not participate in the 1999 Scheme:

Mr Timothy Chia Chee Ming


Mr Ho Tian Yee
Mr Soon Tit Koon

(Chairman)

No options have been granted to controlling shareholders or their associates and no employee has received 5% or more of
the total options available under the 1999 Scheme.
Information pertaining to Outstanding Options
At the end of the financial year, there were 27,673,171 unissued ordinary shares of the Company under options granted
pursuant to the 1999 Scheme. Details of the options to subscribe for ordinary shares in the capital of the Company granted
to executives pursuant to the 1999 Scheme are as follows:

Options

Balance
as at
1.10.2010

Offer Date

Options
Exercised/
Lapsed

Balance
as at
30.9.2011

Exercise
Price

Exercise Period

1999 Scheme
2002 (Year 3)
08.10.2001
13,930
(13,930)
-
$1.40 09.07.2004 to 08.09.2011
2003 (Year 4)
01.10.2002
78,600 #
(53,220)
25,380
$1.51 01.07.2005 to 31.08.2012
2004 (Year 5)
08.10.2003
802,655
(624,045)
178,610
$2.12 08.07.2006 to 07.09.2013
2005 (Year 6)
08.10.2004
2,213,305
(695,970)
1,517,335
$2.82 08.07.2007 to 07.09.2014
2006 (Year 7)
10.10.2005
4,451,405 (1,712,855)
2,738,550
$3.46 10.07.2008 to 09.09.2015
2007 (Year 8)
10.10.2006
7,236,248 (2,544,208)
4,692,040
$4.22 10.07.2009 to 09.09.2016
2008 (Year 9)
10.10.2007
10,127,766 (1,568,268)
8,559,498
$5.80 10.07.2010 to 09.09.2017
2009 (Year 10) 25.11.2008
13,136,223 (3,174,465)
9,961,758
$2.86 25.08.2011 to 24.10.2018

38,060,132 (10,386,961)* 27,673,171

Exercised (9,875,733) and Lapsed due to Resignations (511,228)

Included an adjustment of 41,795

Statutory and other information regarding the options


(i)

The Exercise Price is equal to the market value of a share based on the average of the last done price on the
Singapore Exchange Securities Trading Limited for the five market days preceding the option Offer Date.

(ii)

The grantee may exercise an option during the Exercise Period (which commences 33 months after the Offer
Date) by notice in writing accompanied by a remittance for the number of options at the full amount of the
Exercise Price.

(iii)

Options expire 119 months after the Offer Date unless an option has previously lapsed by reason of the resignation
of the grantee from employment with the Group after the grant of an option and before its exercise.

(iv)

The number of shares which may be acquired by a grantee and the Exercise Price are subject to adjustment,
as confirmed by the auditors of the Company that such adjustment is fair and reasonable, by reason of any issue
of additional shares in the Company by way of rights or capitalisation of profits or reserves, or repayment and
reduction of capital or subdivision or consolidation of shares, made while an option remains unexercised.

(v)

The persons to whom the options have been issued have no right to participate by virtue of the options in any share
issue of any other company.

96

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

DIRECTORS REPORT

5.
(b)

SHARE OPTIONS AND SHARE PLANS (contd)


Restricted Share Plan (RSP) and Performance Share Plan (PSP)
The Company introduced Restricted Share Plan (RSP) and Performance Share Plan (PSP) to replace the 1999 Scheme.
The RSP and PSP were approved by shareholders at the Extraordinary General Meeting of the Company held on
22 January 2009.
The RSP and PSP are administered by the Remuneration & Staff Establishment Committee which comprises the following
three non-executive directors who do not participate in the Share Plans:

Mr Timothy Chia Chee Ming


Mr Ho Tian Yee
Mr Soon Tit Koon

Share Grants Under RSP and PSP

(Chairman)

Under the RSP and PSP, the Company grants shares to eligible participants annually, referred to herein as RSP Shares
and PSP Shares, respectively. The grant (Base Award) represents the right to receive fully paid shares, their equivalent
cash value or combinations thereof, free of charge, provided that certain prescribed performance conditions are met.
The Remuneration & Staff Establishment Committee that administers this scheme has absolute discretion in the granting
of shares under the RSP and PSP. The RSP Base Award is conditional on the achievement of pre-determined targets set for
a two-year performance period and the PSP Base Award is conditional on the achievement of pre-determined targets set
for a three-year performance period. The final number of RSP Shares and PSP Shares to be awarded will be determined at
the end of the relevant performance period (Final Award).
The Final Award varies depending on the level of achievement of the pre-determined targets. An achievement factor will
be applied to the relevant Base Award to determine the final number of RSP Shares and PSP Shares (as the case may be)
to be awarded. The achievement factor ranges from 0% to 150% for RSP and from 0% to 200% for PSP.
At the end of the performance period, 50% of the RSP Shares will be released upon vesting and the balance will be released
equally over the subsequent two years with fulfillment of service requirements.
All PSP Shares will be released to the participants at the end of the three-year performance period upon vesting.
Pre-determined targets are set by the Remuneration & Staff Establishment Committee at their absolute discretion for
the performance conditions to be met over the performance period. For the RSP, the targets set are the achievement of
Attributable Profit Before Exceptional items (APBE) and Return On Capital Employed (ROCE). For the PSP, the pre-set targets
are based on Return on Invested Capital (ROIC), Total Shareholders Return Relative to Straits Times Index and Absolute
Shareholders Return as a multiple of Cost of Equity.
Senior management participants are required to hold a minimum number of the shares released to them under the RSP
and PSP to maintain a beneficial ownership stake in the Company for the duration of their employment or tenure with the
Company.
No awards have been granted to controlling shareholders or their associates under the RSP and PSP.
No awards have been granted to directors of the Company.

No employee has received 5% or more of the total number of shares available/delivered pursuant to grants under the RSP
and PSP.

97

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

DIRECTORS REPORT

5.

SHARE OPTIONS AND SHARE PLANS (contd)

(b)

Restricted Share Plan (RSP) and Performance Share Plan (PSP) (contd)

Share Grants Under RSP and PSP (contd)

The first grant of RSP and PSP was made in December 2009. The details of the shares awarded under the RSP and PSP in
aggregate are as follows:-

(i) RSP

Shares

Grant Date

Grant Price

Balance as at
1.10.2010 or
Grant Date
if later

Year 1
Year 2

14.12.2009
14.12.2010

$3.58
$5.93

3,131,728
2,040,530

(128,000)
(71,000)

-
32,000

3,003,728
2,001,530

5,172,258

(199,000)

32,000

5,005,258

Cancelled due to resignations

Adjusted due to new grants

Cancelled*

Adjusted#

Balance
as at
30.9.2011

(ii) PSP

Shares

Grant Date

Grant Price

Balance as at
1.10.2010 or
Grant Date
if later

Year 1
Year 2

14.12.2009
14.12.2010

$3.11
$4.72

283,972
225,158

Cancelled

Balance
as at
30.9.2011

-
-

283,972
225,158

509,130

- 509,130

(c)

Share Options pursuant to the Asia Pacific Breweries Limited Executives Share Option Scheme (APBL Scheme)

The APBL Scheme expired in July 2004 but options already granted under that Scheme remains exercisable until the end
of the relevant Option Period. The Phantom Share Option Plan approved by the Remuneration Committee of APBL on
24 September 2004 and endorsed by the APBL Board replaced the APBL Scheme.

Information pertaining to Outstanding Options


At the end of the financial year, 30,000 unissued ordinary shares of APBL were under options granted pursuant to the APBL
Scheme. Details of the options to subscribe for ordinary shares in the capital of APBL granted to executives pursuant to the
APBL Scheme are as follows:

Options

Offer Date

2001
2002
2003
2004

20.12.2000
08.10.2001
15.10.2002
08.10.2003

Balance
as at
1.10.2010

2,750
5,650
18,000
38,800

Options
Exercised/
Lapsed
(2,750)
(5,650)
(7,250)
(19,550)

Balance
as at
30.9.2011
-
-
10,750
19,250

Exercise
Price
$3.91
$3.79
$4.79
$6.29

Exercise Period
19.09.2003 to 18.11.2010
08.07.2004 to 07.09.2011
15.07.2005 to 14.09.2012
08.07.2006 to 07.09.2013

65,200 (35,200)* 30,000

Exercised (33,000)
Lapsed due to Expiry (2,200)

Statutory and other information regarding the APBL Options


The statutory and other information provided above at paragraph 5(a), sub-paragraphs (i) to (v) inclusive in respect of the
Fraser and Neave, Limited Executives Share Option Scheme, apply also to the APBL options.

98

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

DIRECTORS REPORT

5.

SHARE OPTIONS AND SHARE PLANS (contd)

(d)

Share Options pursuant to the Fraser & Neave Holdings Bhd Executives Share Option Scheme Approved by
Shareholders on 5 April 2007 (F&NHB 2007 Scheme)
Information pertaining to Outstanding Options

At the end of the financial year, 6,899,900 F&NHB unissued ordinary shares of F&NHB were under Options granted
pursuant to the F&NHB 2007 Scheme.

Details of the options granted to executives pursuant to the F&NHB 2007 Scheme to acquire ordinary shares of RM1.00
each in the capital of F&NHB are as follows:

Options

Offer Date

Balance
as at
1.10.2010
or Offer
Date if
later

2008
2009
2010
2011

20.11.2007
19.11.2008
20.11.2009
22.11.2010

1,458,500
2,685,300
3,033,600
3,067,300

10,244,700


Options
Exercised/
Lapsed

Exercise
Balance Price/
as at
Adjusted
30.9.2011
Exercise Price #

(1,428,800)
(1,715,300)
(92,100)
(108,600)

29,700
970,000
2,941,500
2,958,700

RM7.77/7.17
RM8.46/7.81
RM11.34/10.47
RM14.52

(3,344,800)* 6,899,900

Exercise Period
20.08.2010 to 19.10.2012
19.08.2011 to 18.10.2013
20.08.2012 to 19.10.2014
22.08.2013 to 21.10.2015

Exercised (3,070,600)
Lapsed due to Resignations (274,200)

F&NHBs special interim single tier dividend in respect of financial year 2010 of RM1.10 per share which represent the entire gain from the divestment of
the glass container business, amounted to a capital distribution and required adjustments to be made to the Exercise Price of the F&NHB 2007 Scheme.
Accordingly, the Exercise Prices were adjusted effective 13 December 2010.

Statutory and other information regarding the F&NHB Options


The main features of the F&NHB 2007 Scheme are outlined below:


The maximum number of new ordinary shares of RM1.00 each in the company which may be issued on the exercise
of the F&NHB 2007 Scheme shall not exceed 10% of the issued and paid-up share capital of F&NHB at any point of
time throughout the duration of the F&NHB 2007 Scheme.

Eligible full-time executives of the group and executive directors of the company with at least one year service shall
be eligible to participate in the F&NHB 2007 Scheme.

The allotment of an eligible executive shall not exceed the maximum limits for any specific job grade in any one
financial year and 1,000,000 new shares of the company during the tenure of the F&NHB 2007 Scheme, subject to
the limits below:

(i)
not more than 50% of the new shares of F&NHB available under the F&NHB 2007 Scheme shall be allocated,
in aggregate, to the directors and senior management of the group; and
(ii)

not more than 10% of the new shares of the company available under the F&NHB 2007 Scheme shall be
allocated to any individual eligible executive who, either singly or collectively through persons connected to
that eligible executive, holds 20% or more of the issued and paid-up share capital of the company.



The option price shall be the five days weighted average market price of the companys shares as quoted on Bursa Malaysia
Securities Bhd immediately preceding the date of the offer, or the par value of the shares of F&NHB, whichever is higher.


The F&NHB 2007 Scheme shall be in force for a period of 10 years from the effective date of the implementation of the
F&NHB 2007 Scheme.

99

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

DIRECTORS REPORT

5.

SHARE OPTIONS AND SHARE PLANS (contd)

(e)

Share Options pursuant to Frasers Property (China) Limited Share Option Scheme (FPCL Scheme)

Frasers Property (China) Limited (FPCL) has in place a share option scheme since 20 May 2003 and, unless otherwise
cancelled or amended will remain in force for 10 years from that date.


2010 Options



During the financial year ended 30 September 2011, offers of options were granted pursuant to the FPCL Scheme in
respect of 14,250,000 unissued ordinary shares of HK$0.10 each of FPCL at an exercise price of HK$0.2050 per share.
Information pertaining to Outstanding Options
At the end of the financial year, there were 108,194,182 unissued ordinary shares of FPCL under Options granted pursuant
to the FPCL Scheme. Details of the options to subscribe for ordinary shares of HK$0.10 each in the capital of FPCL granted
to employees pursuant to the FPCL Scheme are as follows:
Balance as
at 1.10.2010
or Offer
Date if later

Options

Offer Date

2003
2004
2005
2006
2007
2008
2009
2010

31.12.2003
31.12.2004
30.12.2005
13.11.2006
09.11.2007
14.11.2008
13.11.2009
12.11.2010

9,875,359
10,828,103
13,125,983
14,250,737
16,550,000
15,750,000
17,800,000
14,250,000

112,430,182

Options
Exercised/
Lapsed

Balance
as at
30.9.2011

(86,000)
-
-
(250,000)
(500,000)
(1,300,000)
(1,350,000)
(750,000)

Exercise
Price

Exercise Period

9,789,359
10,828,103
13,125,983
14,000,737
16,050,000
14,450,000
16,450,000
13,500,000

HK$0.1580
HK$0.1547
HK$0.1343
HK$0.1670
HK$0.3370
HK$0.1000
HK$0.1550
HK$0.2050

31.12.2004 to 30.12.2013
31.12.2005 to 30.12.2014
30.12.2006 to 29.12.2015
13.11.2007 to 12.11.2016
09.11.2008 to 08.11.2017
14.11.2009 to 13.11.2018
13.11.2010 to 12.11.2019
12.11.2011 to 11.11.2020

(4,236,000)* 108,194,182

Exercised (2,386,000)
Lapsed due to Resignations (1,850,000)

Statutory and other information regarding the FPCL Options


(i)
The Exercise Price will be determined by FPCL Board, but shall not be less than the highest of:

(1)
the closing price as stated in the daily quotation sheet of The Stock Exchange of Hong Kong Limited (HKEx)
on the date of grant, which must be a trading day;

(2)
the average closing prices as stated in the HKExs daily quotation sheets for the five trading days immediately
preceding the date of grant; and

(3)
the nominal value of a FPCL share.
(ii)

The exercise period of the FPCL options granted is determinable by the FPCL Board, and commences on a specified
date and ends on a date which is not later than 10 years from the date of grant of the FPCL options.

100

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

DIRECTORS REPORT

5.

SHARE OPTIONS AND SHARE PLANS (contd)

(e)

Share Options pursuant to Frasers Property (China) Limited Share Option Scheme (FPCL Scheme) (contd)

Statutory and other information regarding the FPCL Options (contd)


(iii)

The vesting period of the share options is in the following manner:


Percentage of shares over
which a share option is
exercisable
Granted
Granted
before
on or after
2004
2004
(%)
(%)

Vesting Schedule

Before the first anniversary of the date of grant
NIL
NIL
On or after the first but before the second anniversary of the date of grant
25
40
On or after the second but before the third anniversary of the date of grant
25
30
On or after the third but before the fourth anniversary of the date of grant
25
30
On or after the fourth anniversary of the date of grant
25
NA

In relation to the FPCL options, if the grantee, during any of the periods specified above, exercised share options for
such number of shares which, in aggregate, represents less than the number of shares for which the grantee may
exercise in respect of such period, the balance of the shares comprised in that share option for which the grantee
could have exercised (but did not exercise) in that period shall be carried forward and added to the number of shares
which the grantee may exercise in the next succeeding period or periods.
(f)


(g)

Other than those reported in this paragraph 5, no shares of the Company or any corporation in the Group were issued
during the financial year by virtue of the exercise of options to take up unissued shares of the Company or any corporation
in the Group, whether granted before or during that financial year.
Other than those reported in this paragraph 5, there were no unissued shares of the Company or any corporation in the
Group under options as at the end of the financial year to which this report relates.

6.

AUDIT COMMITTEE

At a series of meetings convened during the twelve months up to the date of this report, the Audit Committee reviewed
reports prepared respectively by the external and the internal auditors and approved proposals for improvement in internal
controls. The announcement of quarterly results and the financial statements of the Company and of the Group and the
audit report thereon for the full year were also reviewed prior to consideration and approval of the Board.

The Audit Committee has nominated Ernst & Young LLP for re-appointment by shareholders as auditor for the ensuing
financial year.

7.

AUDITORS

The auditors, Ernst & Young LLP, have expressed their willingness to accept re-appointment.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

101

DIRECTORS REPORT

8.

OTHER INFORMATION REQUIRED BY SINGAPORE EXCHANGE SECURITIES TRADING LIMITED

(a)

The interests of the directors of the Company in the share capital of the Company and of its related companies as at the
21st day after the end of the financial year remained unchanged from those at 30 September 2011 as set out at paragraph
3 hereof.


(b)

Since the end of the previous financial year, the Company and its subsidiary companies did not enter into any material
contracts involving interests of the directors or controlling shareholders and no such material contracts still subsist at the
end of the financial year, except for those disclosed in this Directors Report and in the Financial Statements.




On behalf of the Board




LEE HSIEN YANG KOH BENG SENG
Director Director

Singapore
15 November 2011

102

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

STATEMENT BY DIRECTORS

We, LEE HSIEN YANG and KOH BENG SENG, being two of the Directors of Fraser and Neave, Limited, do hereby state that
in the opinion of the Directors:
(i)


(ii)

the balance sheets, profit statement, statement of comprehensive income, statements of changes in equity and
consolidated cash flow statement together with the notes thereto, set out on pages 104 to 206, are drawn up so as to
give a true and fair view of the state of affairs of the Company and of the Group as at 30 September 2011 and of the
results of the businesses and cash flows of the Group and changes in equity of the Company and of the Group for the
year ended 30 September 2011; and
at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and
when they fall due.




On behalf of the Board




LEE HSIEN YANG KOH BENG SENG
Director Director

Singapore
15 November 2011

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

103

INDEPENDENT AUDITORS REPORT


TO THE MEMBERS OF FRASER AND NEAVE, LIMITED

Report on the Financial Statements


We have audited the accompanying financial statements of Fraser and Neave, Limited (the Company) and its subsidiaries
(collectively, the Group) set out on pages 104 to 206, which comprise the balance sheets of the Group and the Company as at
30 September 2011, the statements of changes in equity of the Group and the Company and the profit statement, statement of
comprehensive income and cash flow statement of the Group for the year then ended, and a summary of significant accounting
policies and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the
provisions of the Singapore Companies Act, Cap. 50 (the Act) and Singapore Financial Reporting Standards, and for devising
and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded
against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary
to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant
to the entitys preparation of the financial statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the balance sheet and statement of changes in equity of
the Company are properly drawn up in accordance with the provisions of the Act and Singapore Financial Reporting Standards so
as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 September 2011 and the results,
changes in equity and cash flows of the Group and the changes in equity of the Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
In our opinion, the accounting and other records required by the Act to be kept by the Company and by those subsidiaries incorporated
in Singapore of which we are the auditors have been properly kept in accordance with the provisions of the Act.




Ernst & Young LLP
Public Accountants and
Certified Public Accountants
Singapore
15 November 2011

104

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PROFIT STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2011

THE GROUP


Continuing operations
REVENUE
3
Cost of sales

2011
($000)

2010
($000)

6,274,289
(4,162,147)

5,696,777
(3,708,922)

Gross profit

Other income (net)
4(a)
Operating expenses

- Distribution
- Marketing
- Administration

2,112,142
1,987,855
39,689
13,772


(230,078)
(226,438)
(499,761)
(478,292)
(351,269) (307,566)
(1,081,108) (1,012,296)

Notes

TRADING PROFIT
1,070,723
989,331
Share of joint venture companies profits
4(b)
17,342 15,279
Share of associated companies profits
4(b)
51,937 47,600
Gross income from investments
6
11,549
18,782
PROFIT BEFORE INTEREST AND TAXATION (PBIT)

1,151,551

1,070,992

Finance income
Finance cost

17,704
(71,562)

28,165
(90,498)

Net finance cost

(53,858)

(62,333)

4(c)

PROFIT BEFORE IMPAIRMENT, FAIR VALUE ADJUSTMENT,


TAXATION AND EXCEPTIONAL ITEMS
Impairment on investments
Fair value adjustment of investment properties

1,097,693
-
140,057

PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS


Exceptional items

1,237,750 1,129,070
175,129 43,041

PROFIT BEFORE TAXATION


Taxation
PROFIT FROM CONTINUING OPERATIONS AFTER TAXATION

4(d)
7

8

1,412,879
(298,527)

1,008,659
(9,000)
129,411

1,172,111
(270,398)

1,114,352 901,713

Discontinued operations
PROFIT FROM DISCONTINUED OPERATIONS AFTER TAXATION
-
159,802
PROFIT AFTER TAXATION
1,114,352
1,061,515

ATTRIBUTABLE PROFIT TO:
Shareholders of the Company
- Before fair value adjustment and exceptional items
Continuing operations
620,552
584,471
Discontinued operations
-
(1,855)

620,552
582,616
- Fair value adjustment of investment properties
112,925 99,940
- Exceptional items

Continuing operations
141,955 43,962
Discontinued operations
-
93,295

141,955
137,257


875,432
819,813
Non-controlling interests
238,920 241,702

1,114,352
1,061,515
Earnings per share attributable to the shareholders of the Company
10

Basic
- before fair value adjustment and exceptional items

44.1 cts
41.7 cts

- after fair value adjustment and exceptional items
62.2 cts
58.6 cts
Fully diluted
- before fair value adjustment and exceptional items
43.6 cts
41.5 cts

- after fair value adjustment and exceptional items

61.5 cts
58.3 cts

Earnings per share from continuing operations attributable to the shareholders of the Company 10
Basic
- before exceptional items

44.1 cts
41.8 cts

- after exceptional items
62.2 cts
52.1 cts
Fully diluted
- before exceptional items
43.6 cts
41.6 cts

- after exceptional items
61.5 cts
51.8 cts

The Notes on pages 112 to 206 form an integral part of the Financial Statements.

105

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

STATEMENT OF COMPREHENSIVE INCOME


FOR THE YEAR ENDED 30 SEPTEMBER 2011

THE GROUP

2011
($000)

2010
($000)


Profit after taxation
1,114,352 1,061,515

Other comprehensive income:
Share of other comprehensive income of associated companies
1,347 (67)
Realisation of reserves on disposal of subsidiary and associated companies
(5,751) (1,771)
Net fair value changes on derivative financial instruments
(7,461) 4,311
Net fair value changes on available-for-sale financial assets
63,783
(39,401)
Currency translation difference
12,845
(88,854)
Other comprehensive income for the year, net of tax
64,763
(125,782)
Total comprehensive income for the year

1,179,115 935,733

Total comprehensive income attributable to:


Shareholders of the Company
949,666 734,566
Non-controlling interests
229,449
201,167

The Notes on pages 112 to 206 form an integral part of the Financial Statements.

1,179,115

935,733

106

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

BALANCE SHEET
AS AT 30 SEPTEMBER 2011

THE GROUP
Notes

2011
($000)

2010
($000)

THE COMPANY
2011
($000)

2010
($000)

SHARE CAPITAL AND RESERVES


Share capital
11
1,417,404 1,374,502 1,417,404 1,374,502
Reserves
11
5,464,806 4,768,296 2,755,660 2,576,275

6,882,210 6,142,798 4,173,064 3,950,777
NON-CONTROLLING INTERESTS
838,814
805,661
-

7,721,024 6,948,459 4,173,064 3,950,777

Represented by:
NON-CURRENT ASSETS
Fixed assets
12
1,187,048 1,104,216
-
Investment properties
13
2,476,740 2,139,026
-
Subsidiary companies
14
-
- 3,676,408 3,508,670
Joint venture companies
15
60,101
89,839
434,421
434,421
Associated companies
16
1,382,200 1,355,249
82,383
82,383
Intangible assets
17
570,565
576,219
-
Brands
22
72,452
74,275
-
Other investments
19
404,583
323,531
8,672 9,053
Other receivables
25
65,212
61,556
-
Other assets
20
41,000
41,000
-
Deferred tax assets
32
14,649
25,251
-

6,274,550 5,790,162 4,201,884 4,034,527

CURRENT ASSETS
Properties held for sale
23
4,103,882 4,309,185
-
Inventories
24
373,405
391,916
-
Trade receivables
25
961,457 1,021,283
-
Other receivables
25
317,142
252,327
316
809
Subsidiary companies
14
-
-
50,898 51,057
Joint venture companies
15
6,117
6,540
-
Associated companies
16
13,181
10,798
-
Short term investments
27
3,604
3,429
-
Bank fixed deposits
21
1,180,935 1,274,626
98,566
47,624
Cash and bank balances
21 418,672
424,290
1,002 910

Assets held for sale
28

7,378,395
119,542

7,694,394
38,262

150,782 100,400
-
-


7,497,937 7,732,656
150,782 100,400


Deduct: CURRENT LIABILITIES

Trade payables
29
673,442
724,740
-
Other payables
29
748,468
764,205
5,125 5,256
Subsidiary companies
14
-
-
5,164
12,986
Joint venture companies
15
14,263
6,350
-
Associated companies
16
3,043
954
-
Borrowings 30
747,546 1,908,709
-
Provision for taxation
317,648
313,775
18,961 15,491

Liabilities held for sale
28

2,504,410
38,292

3,718,733
2,297

29,250 33,733
-
-


2,542,702 3,721,030
29,250 33,733

NET CURRENT ASSETS
4,955,235 4,011,626
121,532 66,667
Deduct: NON-CURRENT LIABILITIES
Other payables
29
96,214
3,869
-
Borrowings 30
3,215,900 2,666,032
150,000 150,000
Provision for employee benefits
31
20,405
25,044
-
Deferred tax liabilities
32
176,242
158,384
352 417

3,508,761

2,853,329

150,352

150,417


7,721,024 6,948,459 4,173,064 3,950,777


The Notes on pages 112 to 206 form an integral part of the Financial Statements.

107

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

STATEMENT OF CHANGES IN EQUITY


THE GROUP
Fair Value
Share-based
Non-
Share Capital Revenue Exchange Adjustment Hedging Payment Dividend
controlling Total
Capital Reserve Reserve Reserve Reserve Reserve Reserve Reserve Total Interests Equity
Notes ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000)

YEAR ENDED 30 SEPTEMBER 2011


Balance at 1 October 2010

1,374,502 269,709 4,341,213 (171,716)

Comprehensive income
Share of other comprehensive
income of associated
companies

(643)

(365)

2,557

Realisation of reserves on disposal


of subsidiary and
associated companies

(1,696)

552

(5,125)

Net fair value changes on


derivative financial
instruments

Net fair value changes on


available-for-sale
financial assets

Currency translation difference

- 22,153

Other comprehensive income


for the year

Profit for the year

Total comprehensive income


for the year

Expiry of share options

(2,339)

187

19,585

- 875,432
(2,339)

875,619

-
19,585

138,609

(16,169)

(89)

(124)

63,783
-
63,694
-
63,694

38,414 168,236 6,142,798 805,661 6,948,459

1,347

(6,269)

518

(5,751)

(6,780)

(681)

(7,461)

63,783

22,153

(9,308)

12,845

74,234

(9,471)

64,763

(6,780)

(6,904)
-
(6,904)

11

11
-
11

1,347

- 63,783

- 875,432 238,920 1,114,352


- 949,666 229,449 1,179,115

Contributions by and distributions


to owners
Employee share-based expense
Issue of shares in the Company
upon exercise of share options
Contribution of capital by
non-controlling interests

11

42,902

-
1,202

- 12,573

(1,202)

(7,830)

12,573
-
35,072

348
-

- 20,682

(65)

12,921
-

- 35,072

Transfer of reserves by overseas


subsidiary companies in
compliance with statutory
requirements

Dividends 9
Dividend paid

- (85,145)

- (168,236) (253,381) (206,826) (460,207)

Dividend proposed

- (169,382)

- 169,382

Total contributions by and


distributions to owners

65 (253,390)

42,902

65

3,541

20,682

1,146 (205,736) (185,796) (391,532)

Changes in ownership interests


Change of interests in subsidiary
and joint venture companies

21

2,577

(6,916)

Dilution of interest in an
associated company

450

(561)

111

Disposal of subsidiary companies

Total changes in ownership interests

-
471

2,016

(6,805)

536 (251,374)

(6,805)

Total transactions with owners


in their capacity as owners

Balance at 30 September 2011

1,417,404 267,906 4,965,458 (158,936)

42,902

The Notes on pages 112 to 206 form an integral part of the Financial Statements.

(200)

(4,518)

-
-
202,303

(200)
(200)
(23,273)

3,541

(4,518)

(2,260)
-

(6,778)
-

(8,240)

(8,240)

(10,500)

(15,018)

1,146 (210,254) (196,296) (406,550)

41,966 169,382 6,882,210 838,814 7,721,024

108

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

STATEMENT OF CHANGES IN EQUITY


THE GROUP
Fair Value
Share-based
Non-
Share Capital Revenue Exchange Adjustment Hedging Payment Dividend
controlling Total
Capital Reserve Reserve Reserve Reserve Reserve Reserve Reserve Total Interests Equity
Notes ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000) ($000)

YEAR ENDED 30 SEPTEMBER 2010


Balance at 1 October 2009

1,341,707

270,114 3,759,391 (122,624)

178,052 (19,226)

30,990 146,320 5,584,724 1,098,731 6,683,455

Comprehensive income
Share of other comprehensive
income of associated
companies

-
85
(21)
(528)
(42)
272
167
-
(67)
-
(67)
Realisation of reserves on disposal
of subsidiary companies

Net fair value changes on


derivative financial
instruments

(490)

490

(1,771)

- (39,401)

Net fair value changes on


available-for-sale
financial assets

Currency translation difference

- (46,793)

Other comprehensive income


for the year

Profit for the year

Total comprehensive income


for the year

Employee share-based expense

(405)

469

(49,092)

- 819,813
(405)

820,282

-
(49,092)

-
(39,443)
-
(39,443)

2,785

(1,771)

2,785

1,526

- (39,401)

- (46,793) (42,061)

3,057
-
3,057

167
-
167

(1,771)

4,311

- (39,401)
(88,854)

- (85,247) (40,535) (125,782)


- 819,813 241,702 1,061,515
- 734,566 201,167

935,733

Contributions by and distributions


to owners
Issue of shares in the Company
upon exercise of share options

11

Contribution of capital by
non-controlling interests

32,795
-

12,441

12,441

(5,184)

27,611

700
-
2,146

13,141
27,611
2,146

Dividends
9
Dividend paid
-
- (70,307)
-
-
-
- (146,320) (216,627) (99,799) (316,426)
Dividend proposed

Total contributions by and


distributions to owners

-
32,795

- (168,236)

- (238,543)

- 168,236
7,257

21,916 (176,575) (96,953) (273,528)

Changes in ownership interests


Change of interests in subsidiary
and joint venture companies

Disposal of subsidiary companies

Total changes in ownership interests

83
-

83

9,833

9,916

- (407,117) (407,117)

83

83 (397,284) (397,201)

- (238,460)

Total transactions with owners


in their capacity as owners

Balance at 30 September 2010

1,374,502 269,709 4,341,213 (171,716)

32,795

138,609 (16,169)

7,257

21,916 (176,492) (494,237) (670,729)

38,414 168,236 6,142,798 805,661 6,948,459

The Notes on pages 112 to 206 form an integral part of the Financial Statements.

109

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

STATEMENT OF CHANGES IN EQUITY


THE COMPANY

Fair

Value
Share Capital Revenue Adjustment

Capital Reserve Reserve Reserve
($000)
($000)
($000)
($000)

Notes

Share based
Payment
Reserve
($000)


Dividend
Reserve Total

($000)
($000)


YEAR ENDED 30 SEPTEMBER 2011

Balance at 1 October 2010
1,374,502 1,039,274 1,331,928
2,034
34,803 168,236 3,950,777
Comprehensive income
Net fair value changes on available for-sale financial assets
Other comprehensive income
for the year
Profit for the year

Total comprehensive income
for the year

-
-
-

(317)

(317)

-
-
- 428,795

(317)
-

-
-

-
(317)
- 428,795

- 428,795

(317)

- 428,478

Contributions by and distributions


to owners
Employee share-based expense

-
-
-
- 12,118
- 12,118
Issue of shares in the Company upon
exercise of share options
11
42,902
-
-
- (7,830)
- 35,072
Dividends
9
Dividend paid

-
- (85,145)
-
- (168,236) (253,381)
Dividend proposed

-
- (169,382)
-
- 169,382
-
Total contributions by and
distributions to owners

42,902
- (254,527)
-
4,288
1,146 (206,191)
Total transactions with owners
in their capacity as owners

42,902
- (254,527)
- 4,288
1,146 (206,191)
Balance at 30 September 2011
1,417,404 1,039,274 1,506,196
1,717
39,091 169,382 4,173,064

YEAR ENDED 30 SEPTEMBER 2010

Balance at 1 October 2009
1,341,707 1,039,274 1,255,444
1,419
28,480 146,320 3,812,644
Comprehensive income
Net fair value changes on available for-sale financial assets
Other comprehensive income
for the year
Profit for the year
Total comprehensive income
for the year

-
-
-

615

615

-
-
- 315,027

615
-

-
-

-
615
- 315,027

- 315,027

615

- 315,642

Contributions by and distributions


to owners
Employee share-based expense
-
-
-
- 11,507
- 11,507
Issue of shares in the Company upon
exercise of share options
11
32,795
-
-
- (5,184)
- 27,611
Dividends
9
Dividend paid
-
- (70,307)
-
- (146,320) (216,627)
Dividend proposed

-
- (168,236)
-
- 168,236
Total contributions by and
distributions to owners

32,795
- (238,543)
-
6,323
21,916 (177,509)
Total transactions with owners
in their capacity as owners

32,795
- (238,543)
- 6,323 21,916 (177,509)
Balance at 30 September 2010
1,374,502 1,039,274 1,331,928
2,034
34,803 168,236 3,950,777
The Notes on pages 112 to 206 form an integral part of the Financial Statements.

110

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CASH FLOW STATEMENT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

THE GROUP

2011
($000)

2010
($000)


CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation and exceptional items from continuing operations
1,237,750 1,129,070
Loss before taxation and exceptional items from discontinued operations
-
(1,665)
Profit before taxation and exceptional items
1,237,750 1,127,405
Adjustments for:
Depreciation of fixed assets
119,615
129,851
Impairment of fixed assets, intangible assets and associated company
4,921
14,560
Impairment reversal of fixed assets
(2,213) (1,351)
Fixed assets and intangible assets written off
983
1,048
Provision for employee benefits
2,237
7,702
Write back of provision for employee benefits
(2,907)
(2)
Allowance for foreseeable losses on properties held for sale
12,034
15,480
Loss on disposal of fixed assets
3,100
3,438
Amortisation of brands and intangible assets
21,223
22,155
Amortisation of deferred income
(8,005) (4,440)
Interest expenses (net)
35,260
60,269
Share of joint venture companies profits
(17,342) (15,279)
Share of associated companies profits
(51,937) (47,600)
Investment income
(11,549)
(18,782)
Profit on properties held for sale
(419,723) (391,469)
Employee share-based expense
41,696 17,132
Fair value adjustment of financial instruments
(2,471)
8,934
Fair value adjustment of investment properties
(140,057) (129,411)
Loss on disposal of financial instruments
16,647
3,840
Operating cash before working capital changes

839,262
803,480
Change in inventories
7,362 (2,463)
Change in receivables
(115,537) (355,377)
Change in joint venture and associated companies balances
8,664 614
Change in payables
141,015 95,574
Currency realignment
(3,925)
29,732
Cash generated from operations
876,841
571,560
Interest expenses paid
(37,133)
(59,772)
Income taxes paid
(267,182) (219,606)
Payment of employee benefits
(3,313)
(1,984)
Payment of cash-settled options
(25,690) (129)
Progress payment received/receivable on properties held for sale

2,400,451 1,632,867
Development expenditure on properties held for sale
(1,793,978) (1,508,002)
1,149,996 414,934
Net cash from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES
Dividends from joint venture and associated companies
71,773
43,982
Investment income
11,549
18,782
Proceeds from sale of fixed assets and assets held for sale
15,660 4,397
Proceeds from sale of associated companies
97,957 36,342
Proceeds from sale of other and short term investments
294
1,869
Proceeds from disposal of subsidiary and joint venture companies
28,748 329,637
Proceeds from sale of investment properties
54,654
297,798
Purchase of fixed assets and investment properties
(348,773)
(186,610)
Purchase of other investments
(17,401)
Acquisition of non-controlling interests in subsidiary companies
(7,584) (1,691)
Payment for intangible assets and brands
(15,799) (33,794)
Development expenditure on investment properties under construction and properties held for sale
(233,481) (36,697)
Investments in associated and joint venture companies
(37,413) (15,457)
Acquisition of subsidiary companies, business and joint venture companies
(27,086) (273,552)
Repayment of/(additional) trade advances

663
(3,892)
(406,239)
181,114
Net cash (used in)/from investing activities

The Notes on pages 112 to 206 form an integral part of the Financial Statements.


111

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

CASH FLOW STATEMENT


FOR THE YEAR ENDED 30 SEPTEMBER 2011

THE GROUP

2011
($000)

2010
($000)

CASH FLOWS FROM FINANCING ACTIVITIES


Repayment of term loans and bank borrowings
(709,944) (211,624)
Proceeds from issue of bonds
300,000
Proceeds from issue of shares:
- by subsidiary companies to non-controlling interests
20,682 2,146
- by the Company to shareholders
35,072
27,611
Payment of dividends:
- by subsidiary companies to non-controlling interests
(206,826) (99,799)
- by the Company to shareholders
(253,381) (216,627)
Net cash used in financing activities
(814,397)
(498,293)

Net (decrease)/increase in cash and cash equivalents
(70,640)
97,755
Cash and cash equivalents at beginning of year
1,695,123 1,623,910
Reclassified to assets held for sale
(1,383)
Effects of exchange rate changes on cash and cash equivalents
(25,465)
(26,542)
Cash and cash equivalents at end of year
1,597,635 1,695,123

Cash and cash equivalents at end of year comprise:
Cash and bank deposits (Note 21)
1,599,607 1,698,916
Bank overdrafts (Note 30)
(1,972)
(3,793)

1,597,635 1,695,123

Analysis of acquisition and disposal of subsidiary companies, business
and joint venture companies
Net assets acquired:
Fixed assets
11,085
53,462
Other non-current assets

3,144
19,627
Current assets
16,406
54,099
Current liabilities
(9,352)
(64,448)
Non-current liabilities
(1,085)
(6,818)
Non-controlling interests
(808)
(8,942)
Cash
7,036
7,775

26,426 54,755
Goodwill on acquisition (net)
7,696 226,572
Consideration
34,122
281,327
Cash and cash equivalents of subsidiary and joint venture companies
(7,036) (7,775)
Cash outflow on acquisition net of cash and cash equivalents acquired
27,086
273,552

Net assets disposed:
Fixed assets
(228)
(185,323)
Investment properties
- (1,100,000)
Other non-current assets

(2,079) (67,293)
Current assets
(169,693) (114,279)
Non-current liabilities
1,510 337,075
Current liabilities
62,591
168,423
Non-controlling interests
7,933
406,569
Cash
(4,002)
(20,811)

(103,968) (575,639)
Realisation of translation difference
5,498 659
Provision for cost of disposal
-
(69)
Consideration satisfied by other receivables
84,352
Gain on disposal
(18,632) (209,070)
Reclassification to investment in associated company
- 433,671
Consideration received
(32,750)
(350,448)
Less: Cash of subsidiary and joint venture companies disposed off
4,002
20,811
Cash inflow on disposal net of cash and cash equivalents disposed
(28,748) (329,637)



The Notes on pages 112 to 206 form an integral part of the Financial Statements.

112

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

The following Notes form an integral part of the Financial Statements on pages 104 to 111.

1.

GENERAL
Fraser and Neave, Limited (the Company) is a limited liability company incorporated and domiciled in Singapore
and is listed on the Singapore Exchange Securities Trading Limited. The registered office of the Company is located at
438 Alexandra Road, #21-00 Alexandra Point, Singapore 119958.
The principal activities of the Group are:
(a)
production and sale of soft drinks, dairy products, beer and stout;
(b)
development of and investment in property; and
(c)
printing and publishing.
These activities are carried out through the Companys subsidiary, joint venture and associated companies to which the
Company provides management and administrative services.
There were no significant changes in the nature of these principal activities during the financial year.
The Companys operation is managed through a wholly-owned subsidiary company.
The financial statements of the Company and the consolidated financial statements of the Group were authorised for issue
in accordance with a resolution of the Directors on 15 November 2011.

2.

ACCOUNTING POLICIES
2.1

Basis of Preparation
The financial statements are prepared in accordance with Singapore Financial Reporting Standards (FRS) as
required by the Companies Act, Cap. 50. The financial statements are prepared on a historical cost basis except as
disclosed in the accounting policies below.
The financial statements are presented in Singapore Dollars and all values are rounded to the nearest thousand
($000) unless otherwise stated.
The Group and the Company have applied the same accounting policies and methods of computation in the
preparation of the financial statements for the current financial year and are consistent with those used in the
previous financial year, except as disclosed below.

On 1 October 2010, the Group and the Company adopted all new and revised standards and interpretations of FRS
(INT FRS) that are mandatory for application from that date.
The adoption of these standards and interpretations had no material effect on the financial performance or position
of the Group and the Company.

2.2

Basis of Consolidation and Business Combinations

The Companys investments in subsidiary companies are stated at cost less accumulated impairment losses.
Subsidiary companies are those companies controlled by the Group. Subsidiary companies are consolidated from
the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until
the date that such control ceases. The financial year of the Company and all its subsidiary companies ends on
30 September unless otherwise stated. The consolidated financial statements of the Group incorporate the financial
statements of the Company and all its subsidiary companies made up to 30 September. The financial statements of
subsidiary companies are prepared using consistent accounting policies.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

113

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.2

Basis of Consolidation and Business Combinations (contd)


Acquisitions of subsidiary companies are accounted for using the acquisition method. The consideration transferred
for the acquisition of a subsidiary company comprises the fair value of the assets transferred, liabilities incurred,
equity interest issued by the Group and any contingent consideration arrangement. Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the
acquisition date. Any change in the contingent consideration to be paid will be recognised in the profit statement.
Acquisition-related costs are expensed as incurred.
All intra group transactions, balances and unrealised gains are eliminated on consolidation. Unrealised gains
resulting from transactions with associates and joint ventures are eliminated to the extent of the Groups interest
in associates. Unrealised losses are also eliminated but only to the extent that there is no evidence of impairment.
Non-controlling interests in the acquiree is recognised on the acquisition date at the non-controlling interests
proportionate share of the acquiree net identifiable assets.
In business combinations achieved in stages, previously held equity interests in the acquiree are re-measured to fair
value at the acquisition date and any corresponding gain or loss is recognised in the profit statement.
When a change in the Companys 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. Any retained interest in the entity
is remeasured at fair value. The difference between the carrying amount of the retained interest and its fair value is
recognised in the profit statement.
The accounting policy on goodwill on acquisition of subsidiary companies is included in Note 2.11(b).

Business combinations prior to 1 October 2010


Business combinations were accounted for using the purchase method. Transaction costs directly attributable to the
acquisition formed part of the acquisition costs.
Business combinations achieved in stages were accounted for as separate steps. Adjustments to those fair values
relating to previously held interests were treated as a revaluation and recognised in equity. Any additional acquired
interest did not affect previously recognised goodwill.
Contingent consideration was recognised if, and only if, the Group had a present obligation, the economic outflow
was more likely than not and a reliable estimate was determinable. Subsequent measurements to the contingent
consideration affected goodwill.

Transactions with non-controlling interests


Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to owners of
the Company, and are presented separately in the consolidated statement of comprehensive income, statement of
changes in equity and within equity in the consolidated balance sheet, separately from equity attributable to owners
of the Company.
A change in ownership interest in subsidiary companies that do not result in a change of control is accounted for
as equity transactions. The carrying amounts of the controlling and non-controlling interests will be adjusted to
reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the
non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognised
directly in equity and attributed to owners of the parent.

A list of the Companys subsidiary companies is shown in Note 42.

114

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.3

Joint Venture Companies


A joint venture company (not being a subsidiary company) is a company in which the Group has a long-term interest
of not more than 50% of the equity and has a contractual agreement to jointly share the control with one or more
parties in the joint venture companys commercial and financial affairs.
The Group recognises its interest in joint venture companies using proportionate consolidation. The Group combines
its share of each of the assets, liabilities, income and expenses of the joint venture companies with the similar items,
line by line, in its consolidated financial statements.
The joint venture is proportionately consolidated until the date on which the Group ceases to have joint control
over the joint venture. Joint venture companies (JVC) that are held by the Groups joint venture companies are
equity accounted for in accordance with the accounting policies of these joint venture companies. No adjustments
have been made at the Group to recognise the interest of these JVC using proportionate consolidation as the
contribution of these JVC to the Group are not material. Details of the Groups share of the consolidated results,
assets and liabilities of the JVC held by the Groups joint venture companies can be found in Note 15.
In the Companys separate financial statements, investments in joint venture companies are carried at cost less
impairment losses.
A list of the Companys joint venture companies is shown in Note 42.

2.4

Associated Companies
An associated company (not being a subsidiary company or joint venture company) is a company in which the
Group exercises significant influence over the financial and operating policy decisions.
The Groups investments in associated companies are carried at cost less accumulated impairment losses and
adjusted to recognise the Groups share of post-acquisition reserves of the associated companies. Investments in
associated companies include goodwill.
When the Groups share of losses in an associated company equals or exceeds its interest in the associated company,
the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the
associated company.
The Groups share of the operating results, exceptional items and fair value adjustment of investment properties
of associated companies are shown separately in the profit statement. The Groups share of other comprehensive
income is recognised in other comprehensive income. Net assets of the associated companies are included in the
consolidated financial statements under the equity method based on their latest audited financial statements except
where their financial periods do not end on 30 September, then management accounts to 30 September are used.
An associated company is equity accounted for from the date the Group obtains significant influence until the date
the Group ceases to have significant influence over the associated company.
In the Companys separate financial statements, investments in associated companies are carried at cost less
impairment losses.
A list of the Companys associated companies is shown in Note 42.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

115

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.5

Revenue Recognition
Revenue from the sale of goods is recognised upon the transfer of significant risk and rewards of ownership of the
goods to the customer, which generally coincides with delivery and acceptance of the goods sold.

Revenue from sale of goods represents the invoiced value of net sales (including excise duties and net of trade
discounts).
Revenue on development properties held for sale represents the proportion of sales proceeds of the actual floor area
sold at the balance sheet date based on the percentage of completion method.
Revenue from completed properties held for sale is recognised upon signing of the sale and purchase agreement.
Rental income is recognised on a straight line basis over the lease term commencing on the date from which the
lessee is entitled to exercise its right to use the leased asset.
Interest income is taken up on an accrual basis (using the effective interest method).
Dividend income is recognised when the Groups right to receive payment is established.
Other categories of revenue are taken up on an accrual basis.

2.6 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) where, as a result of a past
event, it is probable that an outflow of economic benefits will be required to settle the obligation and the amount of
the obligation can be estimated reliably. Provisions are reviewed at each balance sheet date and adjusted to reflect
the current best estimate. Where the effect of time value of money is material, the amount of the provision is the
present value of the expenditure expected to be required to settle the obligation.

2.7 Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the
profit statement except to the extent it relates to items recognised directly in equity, in which case it is recognised
in equity or in other comprehensive income.

(a)

Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be
recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount
are those that are enacted or substantively enacted by the balance sheet date.

(b)

Deferred tax
Deferred tax is recognised in respect of temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Temporary differences are not recognised
for goodwill, the initial recognition of assets or liabilities that affects neither accounting nor taxable profit,
and differences relating to investments in subsidiary, joint venture and associated companies to the extent
that the timing of the reversal of the temporary difference can be controlled and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences to the extent that it is probable
that future taxable profits will be available against which the deductible temporary differences can be
utilised. The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced by
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of
the deferred tax assets to be recovered.

116

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.7 Taxation (contd)

(b)

Deferred tax (contd)


Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted at or
substantively enacted at the balance sheet date.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current
tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same
taxation authority.

2.8

Fixed Assets
Fixed assets are carried at cost less accumulated depreciation and accumulated impairment losses. The cost of an
asset comprises its purchase price and any directly attributable costs of bringing the asset to working condition for
its intended use. Dismantlement, removal or restoration costs are included as part of the cost of fixed assets if the
obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the asset.
Expenditure for additions, improvements and replacements are capitalised and expenditure for maintenance and
repairs are charged to the profit statement. Subsequent expenditure relating to fixed assets that has already been
recognised is added to the carrying amount of the asset when it is probable that future economic benefits in excess
of standard of performance of the asset before the expenditure was made, will flow to the Group and the cost
can be reliably measured, otherwise it is recognised as an expense during the financial year in which it is incurred.
The carrying amount of the replaced parts is derecognised.
An asset is derecognised upon sale or retirement and any gain or loss on derecognition of the asset is included in
the profit statement. Any amount in revaluation reserve relating to that asset is transferred to revenue reserves.
Depreciation is calculated on the straight-line method to write off the cost or valuation of fixed assets less residual
value over their estimated useful lives. No depreciation is charged for freehold land and capital work-in-progress.
The residual values, depreciation method and useful lives are reviewed and adjusted as appropriate at each balance
sheet date. The annual depreciation rates applied to write down the fixed assets over their estimated useful lives
are as follows:

Leasehold land
Building
Plant, machinery and equipment
Motor vehicle and forklift
Postmix and vending machine
Furniture and fitting, computer equipment and beer cooler

-
-
-
-
-
-

Lease term (ranging from 10 to 99 years)


Lease term (ranging from 10 to 60 years)
2.5% to 33%
10% to 20%
10% to 20%
5% to 100%

Capital Work-in-Progress includes fixed assets under construction and advance payments and progress payments
made for fixed assets and are not depreciated until each stage of development is completed and becomes operational.
The carrying amounts of fixed assets are reviewed for impairment when events or circumstances indicate that the
carrying value may not be recoverable.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

117

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.9

Investment Properties
(a)

Completed Investment Properties


Completed investment properties include those portions of office buildings that are held for long term rental
yields and/or for capital appreciation.
Completed investment properties are initially recognised at cost, including transaction cost and subsequently
carried at fair value, determined annually by independent professional valuers. Changes in fair values are
recognised in the profit statement.
Transfers are made to or from completed investment properties only when there is a change in use. For a
transfer from completed investment property to owner-occupied property, the deemed cost for subsequent
accounting is the fair value at the date of change in use. For a transfer from owner-occupied property to
completed investment property, the property is accounted for in accordance with the accounting policy for
fixed assets up to the date of change in use.
On disposal of a completed investment property, the difference between the disposal proceeds and the
carrying amount is recognised in the profit statement.

(b)

Investment Property Under Construction


Investment properties under construction are initially stated at cost.
They are subsequently measured at fair value with the changes in fair values being recognised in the profit
statement when fair value can be measured reliably. Investment properties under construction for which fair
value cannot be determined reliably is measured at cost less impairment. Cost includes land and construction,
related overhead expenditure and financing charges incurred during the period of construction and up to
the completion of construction.

Investment properties under construction are considered completed and are transferred to completed
investment properties when they are ready for their intended use.

2.10 Borrowing Costs


Borrowing costs are generally expensed as incurred. However, borrowing costs that are directly attributable to
acquisition and construction are capitalised as part of the cost of fixed assets, properties held for sale or properties
held for development. Capitalisation of borrowing costs commences when activities to prepare the assets are in
progress until the asset is ready for its intended use. Borrowing costs capitalised in property held for sale determined
after netting off interest income earned from progress billings received and placed on fixed deposits.
2.11 Intangible Assets
Intangible assets acquired separately are capitalised at cost. Intangible assets from a business acquisition are
capitalised at fair value as at the date of acquisition. After initial recognition, an intangible asset is carried at cost
less any accumulated amortisation and any accumulated impairment loss.
The useful lives of these intangible assets are assessed to be either finite or indefinite. Amortisation charged on finite
intangible assets is taken to the profit statement as amortisation expense. Intangible assets with indefinite useful
lives are subjected to impairment test annually or more frequently if events or changes in circumstances indicate
that the carrying value might be impaired.
Internally generated goodwill and internally generated intangible assets arising from research are not capitalised
and the expenditure is charged to the profit statement when it is incurred. Deferred development costs arising from
deferred expenditure are recognised when the Group can demonstrate the technical feasibility of completing the
intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the
asset, how the asset will generate future economic benefits, the availability of resources to complete and the ability
to measure reliably the expenditure during the development.

118

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.11 Intangible Assets (contd)
Intangible assets are tested for impairment annually or more frequently if events or changes in circumstances indicate
that the carrying value might be impaired. Useful lives are also examined on an annual basis and adjustments, where
applicable, are made on a prospective basis.
a)

Deferred publishing development costs are amortised in accordance with their estimated economic useful
lives, upon completion of published products as follows:
Curriculum General Reference


1st year
2nd year
3rd year
4th year
5th year

33%
33%
34%
-
-

50%
30%
20%
-
-

33%
27%
20%
13%
7%

At each balance sheet date, the Group assesses whether there is any indication of impairment. If any such
indication exists, the recoverable amount is estimated.

b)

Goodwill on acquisition is identified as being the excess of the sum of the fair value of the consideration
transferred in the business combination, the amount of non-controlling interests in the acquiree, and the fair
value of the Groups previously held equity interest in the acquiree, over the net fair value of the acquirees
identifiable assets and liabilities. In instances where the latter amount exceeds the former, the excess is
recognised as a gain in the profit statement on the acquisition date.

Positive goodwill is carried at cost less any accumulated impairment loss. Goodwill is subjected to impairment
test annually or more frequently if events or changes in circumstances indicate that the carrying value might
be impaired.

Internally generated goodwill is not capitalised.

c)

Management contracts with finite useful lives are amortised on a straight line basis over an estimated useful
life of 8 years. Management contracts with indefinite useful lives are not amortised.

d)

Other intangible assets comprise licenses, web-content, software, customer relationships, and publishers
and distributor relationships. The licenses are amortised based on the remaining lives of the licensing
arrangements with the respective licensors. Customers, publishers and distributors relationships are
amortised over the remaining useful lives.


2.12 Brands
Brands with finite lives are stated at cost less accumulated amortisation and accumulated impairment losses.
They are assessed for impairment annually or whenever there is an indication of impairment. The useful life is also
examined on an annual basis and an adjustment, where applicable, is made on a prospective basis. Amortisation is
calculated to write off their cost over their estimated useful lives of up to 15 years on a straight-line method to the
profit statement.
Brands with indefinite lives are stated at cost less any impairment loss. The useful life of the brand is estimated to
be indefinite because based on the current market share of the brand, management believes there is no foreseeable
limit to the period over which the brand is expected to generate net cash flows to the Group. The indefinite useful
life is reviewed annually to determine whether it continues to be supportable. The brand is tested for impairment
annually or more frequently when indicators of impairment are identified.
Internally generated brands are not capitalised and the expenditure is charged against profit in the year in which
the expenditure is incurred.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

119

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.13 Properties Held For Sale

(a)

Development Properties Held for Sale

Development properties held for sale are stated at cost less allowance for foreseeable losses. The cost
includes cost of land and construction, related overhead expenditure and financing charges incurred during
the period of construction and up to the completion of construction.

Allowance for foreseeable losses is made when it is anticipated that the net realisable value has fallen below
cost.

Developments are considered complete upon the issue of Temporary Occupation Permit. When completed,
development properties held for sale are transferred to completed properties held for sale.

Profit on development properties held for sale is recognised on partly completed projects which have been
sold and is based on the percentage of completion and of sales method. The percentage of completion is
deemed to be the construction and related overhead costs incurred to the balance sheet date divided by the
expected construction and related costs of the project. The percentage of sales is deemed to be the floor
area sold at the balance sheet date divided by the floor area in the project offered for sale. Profit is taken
up on the basis of the total expected profit of the area sold multiplied by the percentage of completion, less
profit if any, taken up in previous financial periods. The expected profit is assessed having regard to the sale
proceeds less attributable total costs including the cost of land, construction and interest and after making
due allowance for known potential cost over-runs and allowance for contingencies.

Revenue on development properties held for sale represents the proportion of sales proceeds of the actual
floor area sold to the balance sheet date based on the percentage of completion.

Progress payments received from purchasers are shown as a deduction from the cost of the development
property held for sale.

(b)

Completed Properties Held for Sale

Completed properties held for sale are stated at the lower of cost and net realisable value. Cost includes cost
of land and construction, related overhead expenditure, and financing charges and other net costs incurred
during the period of development.

Allowance for impairment is made when it is anticipated that the net realisable value has fallen below cost.

Revenue from completed properties held for sale is recognised when risks and rewards of the title have
passed to the purchaser and there is no uncertainty over the collection of the sales proceeds.

2.14 Inventories
All inventories including containers (comprising returnable bottles, cases and pallets) are stated at the lower of cost
and net realisable value. The net realisable value is the estimated selling price in the ordinary course of business,
less the cost of completion and selling expenses.
Cost in respect of raw materials, consumable stores and goods purchased for resale is stated based on first-in-firstout, weighted average or standard cost (which approximates average actual cost). Cost in respect of manufactured
inventories and work-in-progress includes attributable production overheads. Engineering and other inventories are
valued on the weighted average cost basis less appropriate allowances for obsolete items.

Soft drink container inventories comprise both containers on hand and those estimated to be in the market
at deposit values. Cost is amortised to deposit value over a period up to the containers expected useful life of
36 months for returnable bottles and 96 months for plastic crates.

120

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.14 Inventories (contd)
Beer containers comprise returnable bottles and crates. Returnable bottles are valued at repurchase price/deposit
value (including freight where significant; and the difference between the original cost and repurchase price/deposit
value is written off over a period not exceeding 5 years) and crates are amortised over a period not exceeding
8 years; alternatively these assets are valued at net realisable value, if lower. Abnormally large purchases of bottles
are accounted for by writing off a portion of the cost in excess of repurchase price based on the estimated lifespan.
2.15 Trade and Other Receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method, less allowance for impairment. An allowance for impairment of trade receivables
is established when there is evidence that the Group will not be able to collect all amounts due according to the
original terms of the receivables.
2.16 Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and in bank, deposits with financial institutions and bank overdrafts
that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in
value. Bank overdrafts are included in bank borrowings on the balance sheet.

2.17 Financial Liabilities


Financial liabilities include trade payables, other payables, payables to related parties and interest-bearing loans and
borrowings. Financial liabilities are recognised on the balance sheet when, and only when, the Group becomes a
party to the contractual provisions of the financial instrument. Financial liabilities are initially recognised at fair value
of consideration received less directly attributable transaction costs and subsequently measured at amortised cost
using the effective interest method.
Gains and losses are recognised in the profit statement when the liabilities are derecognised as well as through the
amortisation process. A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires.
2.18 Employee Benefits
(a)

Retirement Benefits
Provision for retirement benefits is made in accordance with:

(i)

the terms of agreements concluded with various categories of employees, or

(ii)

pension and retirement benefit schemes, or

(iii)

defined contribution plans under statutory regulations in the country, where applicable.

Retirement Benefits in accordance with agreements


The provisions represent the present value of the amounts likely to become payable in respect of services
already rendered. An independent actuarial calculation of the provision is made every three years. Internal
calculation of the provision is made each intervening year on the same basis as those used for the independent
actuarial calculation.

Pension and Retirement Benefit Schemes


The cost of providing benefits under the defined benefits plans are determined by using accrued or projected
benefit valuation methods as appropriate. Actuarial gains and losses are recognised as income or expenses
when the cumulative unrecognised actuarial gains or losses for each plan exceeds the greater of 10% of
present value of the obligation and 10% of the fair value of plan assets. These gains or losses are recognised
over the average remaining working lives of the employees participating in the plans.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

121

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.18 Employee Benefits (contd)
(a)

Retirement Benefits (contd)

Defined contribution plans under statutory regulations


Obligations for contributions to defined contribution plans are recognised as an expense in the profit
statement as incurred.

(b)

Equity Compensation Plans


Employees of the Group receive remuneration in the form of share options and share awards as consideration
for services rendered.

(c)

(i)

Equity-settled transactions

The fair value of the employee services received in exchange for the grant of the options or awards
is recognised as an expense in the profit statement with a corresponding increase in the employee
share-based payment reserve over the vesting period. The total amount to be recognised over the
vesting period is determined by reference to the fair value of the options or awards on the date of
grant. Non-market vesting conditions are included in assumptions about the number of options that
are expected to become exercisable on vesting date. At each balance sheet date, the entity revises
its estimates of the number of options that are expected to become exercisable on the vesting date.
It recognises the impact of the revision of original estimates, if any, in the profit statement, and a
corresponding adjustment to equity over the remaining vesting period.

When the options are exercised and new ordinary shares issued, the proceeds received (net of
any directly attributable transaction costs) and the corresponding share-based payment reserve is
credited to share capital. For certain listed subsidiary companies which have treasury shares, the
proceeds received (net of any directly attributable transaction costs) and the corresponding share
option reserve is credited to the treasury share account when treasury shares purchased are
re-issued to the employees.

(ii)

Cash-settled transactions

The cost of phantom share options granted is measured initially at fair value at the grant date taking
into account the terms and conditions upon which the options were granted. Until the liability is
settled, it is remeasured at each reporting date and the fair value is expensed over the period till
vesting with recognition of a corresponding liability.

Accrued Annual Leave


Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made
for the estimated liability for employee entitlements to annual leave as a result of services rendered by
employees up to the balance sheet date.

2.19 Functional and Foreign Currencies


(a)

Functional currency
The currency of the primary economic environment in which the Company operates (the functional
currency) is Singapore Dollars. The consolidated financial statements are presented in Singapore Dollars,
which is the Companys functional and presentation currency.

122

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.19 Functional and Foreign Currencies (contd)
(b)

Foreign currency transactions


Foreign currency transactions are recorded in the functional currencies of the Company and the respective
subsidiary companies at rates of exchange approximating those ruling at transaction date. Foreign currency
monetary assets and liabilities at the balance sheet date are translated at the rates ruling at that date.
Exchange differences are dealt with in the profit statement except where exchange differences arise on foreign
currency monetary items that in substance form part of the Groups net investment in the foreign entity.
These exchange differences are taken to exchange reserve as a separate component of the shareholders
funds until the disposal of the net investment at which time they are recognised in the profit statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using
the exchange rates as at the dates of initial transactions. Non-monetary items measured at fair value in
a foreign currency are translated using exchange rates at the date when the fair value was determined.
Currency translation differences on equity investments held at fair value through profit or loss, are reported
as part of the fair value gain or loss. Currency translation differences on equity investments classified as
available-for-sale financial assets, are included in the fair value reserve within equity.
Currency translation differences arising from events which are treated as exceptional are dealt with as
exceptional items in the profit statement.

(c)

Foreign currency translations


On consolidation of subsidiary companies, proportionate consolidation for joint venture companies and
equity accounting for associated companies, profit statement items are translated into presentation currency
at average exchange rates ruling during the year and assets and liabilities are translated into presentation
currency at exchange rates ruling at the balance sheet date. Exchange differences arising from translation
of foreign subsidiary companies, joint venture companies and associated companies are recognised in other
comprehensive income under exchange reserve as a separate component of the shareholders funds.
On disposal of a foreign operation, the cumulative amount of exchange differences deferred in equity
relating to that foreign operation is recognised in the profit statement as a component of the gain or loss
on disposal.
In the case of a partial disposal without loss of control of a subsidiary that includes a foreign operation,
the proportionate share of the cumulative amount of the exchange differences are re-attributed to noncontrolling interest and are not recognised in profit or loss. For partial disposals of associates or jointly
controlled entities that are foreign operations, the proportionate share of the accumulated exchange
differences is reclassified to profit statement.

2.20 Exceptional Items


Exceptional items are items of income and expense of such size, nature or incidence that their disclosure is relevant
to explain the performance of the Group for the year.

2.21 Government Grants


Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised in the profit statement over the period necessary to match them on a systematic basis to the costs that
it is intended to compensate. Where the grant relates to an asset, the fair value is recognised as deferred capital
grant and is amortised to the profit statement over the expected useful life of the relevant asset by equal annual
installments.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

123

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.22 Leases
(a)

As lessee

A finance lease which effectively transfers to the Group substantially all the risks and benefits incidental to
ownership of the leased item is capitalised at the lower of the fair value of the leased item and the present
value of the minimum lease payments at the inception of the lease term and disclosed as fixed asset.
Lease payments are apportioned between the finance charges and reduction of the lease liability so as to
achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged
directly to the profit statement. Contingent rents, if any, are expensed in the periods in which they are
incurred.

A lease where the lessor effectively retains substantially all the risks and benefits of ownership of the leased
item is classified as an operating lease. Operating lease payments are recognised as an expense in the profit
statement on a straight-line basis over the lease term.

(b)

As lessor

A lease whereby the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item is classified as an operating lease. Properties leased out under operating leases are included in
investment properties and are stated at revalued amounts and not depreciated. Rental income (net of any
incentives given to lessees) is recognised on a straight-line basis over the lease term. Contingent rents, if any,
are recorded as income in the periods in which they are earned.

(c)

Other long term asset

Other long term asset relates to the unguaranteed residual value which is the portion of the residual value of
the leased asset, the realisation of which by the lessor is not assured or is guaranteed solely by a party related
to the lessor. Estimated unguaranteed residual values used in computing the lessors gross investment in a
lease are reviewed regularly. If there has been a reduction in the estimated unguaranteed residual value,
the income allocation over the lease term is revised and any reduction in respect of amounts accrued is
recognised immediately.

2.23 Impairment of Non-Financial Assets


The carrying amounts of the Groups assets are reviewed at each reporting date or when annual impairment testing
is required, to determine whether there is any indication of impairment. For the purpose of impairment testing,
the recoverable amount (i.e. the higher of the fair value less cost to sell and the value in use) is determined on an
individual asset basis unless the asset does not generate cash flows that are largely independent of those from other
assets. If this is the case, the recoverable amount is determined for the CGU to which the asset belongs. In assessing
value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. An impairment
loss is recognised whenever the carrying amount of an asset or CGU exceeds its recoverable amount.

Reversal of impairment losses previously recognised is recorded when the decrease in impairment loss can be
objectively related to an event occurring after the write down. The carrying amount is increased to its revised
recoverable amount, provided that this amount does not exceed the carrying amount that would have been
determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the
asset in prior years.

A reversal of impairment loss is recognised in the profit statement. Impairment loss on goodwill is not reversed in a
subsequent period.

124

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.24 Financial Assets
(a) Classification
The classification of financial assets is determined at initial recognition. The Group classifies its investments
in financial assets in the following categories:

(b)

(i)

Financial assets at fair value through profit or loss

Derivative financial instruments whose fair value is positive are classified as financial assets at fair
value through profit or loss. The designation of financial assets at fair value through profit or loss is
irrevocable. The accounting policy for derivative financial instruments is included in Note 2.25.

(ii)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that
are not quoted in an active market.

(iii)

Held-to-maturity investments

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments
and fixed maturities that the Group has the positive intention and ability to hold to maturity.
The Groups held-to-maturity investments include investments in corporate bonds.

(iv)

Available-for-sale financial assets

Available-for-sale financial assets are non-derivatives that are either designated in this category or
not classified in any of the other categories. They are included in non-current assets unless there is
intention to dispose of the assets within 12 months after the balance sheet date.

Recognition and derecognition


Financial assets are recognised on the balance sheet when, and only when, the Group becomes a party to
the contractual provisions of the financial instrument.
Purchases and sales of investments are recognised on trade-date, the date on which the Group commits to
purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from the financial assets have
expired or when all risks and rewards of ownership have been substantially transferred. On derecognition
of a financial asset in its entirety, the difference between the carrying amount and the sum of (a) the
consideration received and (b) any cumulative gain or loss recognised directly in equity is recognised in the
profit statement.

(c)

Initial measurement
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair
value through profit or loss, which are recognised at fair value.

(d)

Subsequent measurement
Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently
carried at fair value. Loans and receivables and held-to-maturity investments are carried at amortised cost
using the effective interest method.
Realised and unrealised gains and losses arising from changes in the fair value of the financial assets at fair
value through profit or loss are included in the profit statement in the period in which they arise. Unrealised
gains and losses arising from changes in the fair value of available-for-sale financial assets are recognised in
other comprehensive income and accumulated under fair value reserve within equity.
When available-for-sale financial assets are sold or impaired, the accumulated fair value adjustments in the
fair value reserve within equity will be released through the profit statement.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

125

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.24 Financial Assets (contd)
(e)

Determination of Fair Value


The fair value of quoted financial assets are based on current bid prices. Unquoted investments that do
not have quoted market prices in an active market nor methods of reasonably estimating the fair value,
are carried at cost.

(f) Impairment

(i)

Assets carried at amortised cost

If there is objective evidence that an impairment loss on loans and receivables or held-to-maturity
investments carried at amortised cost has been incurred, the amount of the loss is measured as the
difference between the assets carrying amount and the present value of the estimated future cash
flows discounted at the financial assets original effective interest rate. The carrying amount of the
asset is reduced through the use of an allowance account and the amount of the loss is recognised
in the profit statement.

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can
be objectively related to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed. Any subsequent reversal of an impairment loss is recognised
in the profit statement, to the extent that the carrying value of the asset does not exceed its amortised
cost at the reversal date.

(ii)

Assets carried at cost

If there is objective evidence that an impairment loss on an unquoted equity instrument that is
not carried at fair value because its fair value cannot be reliably measured, the amount of the loss
is measured as the difference between the assets carrying amount and the present value of the
estimated future cash flows discounted at the current market rate of return for a similar financial
asset. Such impairment losses are not reversed in subsequent periods.

(iii)

Available-for-sale financial assets

The Group assesses at each balance sheet date whether there is objective evidence that a financial
asset or a group of financial assets is impaired. In the case of equity investments classified as
available-for-sale, a significant or prolonged decline in the fair value of the investment below its
cost is considered in determining whether the investments are impaired. If any such evidence exists
for available-for-sale financial assets, the cumulative loss, measured as the difference between the
acquisition cost and the current fair value, less any impairment loss on that financial asset previously
recognised in the profit statement is removed from the fair value reserve within equity and recognised
in the profit statement. Impairment losses recognised in the profit statement on equity investments
are not reversed through the profit statement, until the equity investments are disposed of.

2.25 Derivative Financial Instruments


The Company and the Group uses derivative financial instruments to hedge against risks associated with foreign
currency and interest rate fluctuations. Foreign exchange forward contracts are used to hedge its risks associated
primarily with foreign currency fluctuations. Interest rate swap contracts are used to hedge its risks associated with
interest rate fluctuations. It is the Groups policy not to trade in derivative financial instruments.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re-measured at their fair value. The changes in fair value of any derivative instrument that do not qualify for hedge
accounting are recognised directly in the profit statement.
The fair value of forward foreign currency contracts is calculated by reference to current forward foreign exchange
rates for contracts with similar maturity profiles. The fair value of interest rate swap contracts is determined by
reference to market values for similar instruments.
Derivative instruments that qualify for hedge accounting are classified either as cash flow hedge or fair value hedge.

126

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.25 Derivative Financial Instruments (contd)
At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to
which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking
the hedge. The documentation includes identification of the hedging instrument, the hedge item or transaction,
the nature of the risk being hedged and how the entity will assess the hedging instruments effectiveness in offsetting
the exposure to changes in the hedged items fair value or cash flows attributable to the hedged risk. Such hedges
are assessed on an ongoing basis to determine that they actually have been highly effective throughout the financial
reporting periods for which they were designated.
Hedges which meet the criteria for hedge accounting are accounted for as follows:
(a)

Cash flow hedges


Cash flow hedges are hedges of the exposure to the variability of cash flow that is attributable to a particular
risk associated with a recognised asset or liability that could affect profit statements.

For cash flow hedges, the effective portion of the gain or loss on the hedging instrument is recognised
directly in hedging reserves within equity, while the ineffective portion is recognised in the profit statement.
Amounts taken to hedging reserves are transferred to the profit statement when the hedged transaction
affects the profit statement, such as when the hedged financial income or financial expense is recognised
or when a forecast sale or purchase occurs. When the hedged item is the cost of a non-financial asset
or liability, the amounts taken to hedging reserves are transferred to the initial carrying amount of the
non-financial asset or liability.
If the forecast transaction is no longer expected to occur, amounts previously recognised in hedging reserves
are transferred to the profit statement. If the hedging instrument expires or is sold, terminated, or exercised
without replacement or rollover, or if its designation as a hedge is revoked, amounts previously recognised in
hedging reserves remain in hedging reserves until the forecast transaction occurs. If the related transaction
is not expected to occur, the amount is taken to the profit statement.

(b)

Fair value hedges


Fair value hedges are hedges of the exposure to the variability of fair value that is attributable to a particular
risk associated with a recognised asset or liability that could affect the profit statement.
For fair value hedges, the gain or loss on the hedging instrument is recognised directly in the profit statement.
The change in the fair value of the hedged item attributable to the risk hedged is recorded as part of the
carrying value of the hedged item and is also recognised to profit statement.
When an unrecognised firm commitment is designated as a hedged item, the subsequent cumulative change
in the fair value of the firm commitment attributable to the hedged risk is recognised as an asset or liability
with a corresponding gain or loss recognised in the profit statement.

2.26 Significant Accounting Estimates and Judgements


Estimates and assumptions concerning the future are made in the preparation of the financial statements. They
affect the application of the Groups accounting policies, reported amounts of assets, liabilities, income and
expenses, and disclosures made. They are assessed on an ongoing basis and are based on experience and relevant
factors, including expectations of future events that are believed to be reasonable under the circumstances.
(a)

Key sources of estimation uncertainty


The key assumptions concerning the future and other key sources of estimation uncertainty at the balance
sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed below.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

127

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.26 Significant Accounting Estimates and Judgements (contd)
(a)

Key sources of estimation uncertainty (contd)

(i)

Impairment of non-financial and financial assets

Development/completed properties held for sale


The Group assesses whether there are any indicators of impairment for non-financial assets at each
reporting date. In particular, allowance for foreseeable losses/impairment is made for development/
completed properties held for sale when the net realisable value has fallen below cost. In arriving at
estimates of net realisable values, management considered factors such as current market conditions,
recent selling prices of the development properties and comparable development properties.
The allowance for foreseeable losses has been disclosed in Note 23. The carrying amounts of the
properties held for sale at balance sheet date is disclosed in the balance sheet.

Goodwill, brands and management contracts


Goodwill, brands and management contracts are tested for impairment at least on an annual basis.
This requires an estimation of the value in use of the cash-generating units to which the goodwill,
brands and management contracts are allocated. Estimating the value in cash requires the Group to
make an estimate of the expected future cash flows from the cash-generating unit and also to choose
a suitable discount rate in order to calculate the present value of those cash flows. The carrying
amount of the goodwill, brands and management contracts at balance sheet date is disclosed in
Note 17 and Note 22.

Investment in joint venture and associated companies


The Group assesses at each reporting date whether there is any objective evidence that investment
in joint venture and associated companies are impaired. Where there is objective evidence of
impairment, the recoverable amount is estimated based on the higher of the value-in-use and the
fair value less costs to sell. Estimating the value in use requires the Group to make an estimate of
the expected future cash flows to be generated by the associated companies and also to choose
a suitable discount rate in order to calculate the present value of those cash flows which reflects
the risk profile of the investee and economic assumptions regarding the industry and geographical
jurisdiction in which the investee operates. Changes in assumptions about these factors could
affect recoverable amount of investee. The carrying amount of the investment in joint venture and
associated companies at balance sheet date have been disclosed in the balance sheet.

Investment in available-for-sale financial assets


The Group assesses at each balance sheet date whether there is any objective evidence that any
available-for-sale financial asset is impaired. To determine whether there is objective evidence of
impairment, the Group considers factors such as the market condition and whether there is a
significant or prolonged decline in the values of these financial assets.

Where there is objective evidence of impairment for quoted available-for-sale financial assets,
the difference between the cost and current fair value is recognised as impairment loss. Where there
is objective evidence of impairment for unquoted available-for-sale financial assets, the recoverable
value is estimated based on the amount and timing of the future cash flows.

Loans and receivables


The Group assesses at each balance sheet date whether there is any objective evidence that a loan
or receivable is impaired. To determine whether there is objective evidence of impairment, the Group
considers factors such as the probability of insolvency or significant financial difficulties of the debtor
and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are
estimated based on historical loss experience for assets with similar credit risk characteristics.

128

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.26 Significant Accounting Estimates and Judgements (contd)
(a)

Key sources of estimation uncertainty (contd)

(ii)

Income taxes

The Group has exposure to income taxes in numerous jurisdictions. Significant judgment is involved
in determining the provision for income taxes. There are certain transactions and computations for
which the ultimate tax determination is uncertain during the ordinary course of business. The Group
recognises liabilities for expected tax issues based on estimates of whether additional taxes will be
due. Where the final tax outcome of these matters is different from the amounts that were initially
recognised, such differences will impact the income tax and deferred tax provisions in the period
in which such determination is made. The carrying amounts of taxation and deferred taxation at
balance sheet date are disclosed in the balance sheet.

(iii)

Revenue recognition

The Group recognises revenue and cost of sales from partly completed development properties held
for sale based on the percentage of completion method. The stage of completion is measured in
accordance with the accounting policy stated in Note 2.13. Estimates are required in determining
the total estimated development costs which will affect the stage of completion. In making
the assumption, the Group relies on past experience and the work of specialists. Revenue from
development properties held for sale is $1,831,418,000 (2010: $1,619,675,000) as disclosed in
Note 3.

(iv)

Depreciation of fixed assets

Fixed assets are depreciated on a straight-line basis over their estimated useful lives. Management
estimates the useful lives of these fixed assets to be within 1 to 99 years. Changes in the expected
level of usage and technological developments could impact the economic useful lives and the
residual values of these assets, therefore future depreciation charges could be revised. The carrying
amount of the fixed assets at balance sheet date is disclosed in the balance sheet.

(v)

Valuation of Completed Investment Properties

The Groups completed investment properties are stated at their estimated market values,
which are determined annually based on independent professional valuations. These estimated
market values may differ from the prices at which the Groups completed investment properties
could be sold at a particular time, since actual selling prices are negotiated between willing buyers
and sellers. Also, certain estimates require an assessment of factors not within the directors
control, such as overall market conditions. As a result, actual results of operations and realisation of
these completed investment properties could differ from the estimates set forth in these financial
statements, and the differences could be significant. The carrying amount of the investment
properties at balance sheet date is disclosed in the balance sheet.

(vi)

Valuation of Investment Properties Under Construction

The Groups investment properties under construction are stated at fair value if it can be reliably
determined. If fair value cannot be reliably determined, then investment properties under construction
is determined using either the Discounted Cash Flow Method or the Residual Method. However,
using either method to value investment properties under construction also requires considering
the significant risks which are relevant to the development process, including but not limited to
construction and letting risks.

129

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

2.

ACCOUNTING POLICIES (contd)


2.26 Significant Accounting Estimates and Judgements (contd)
(b)

Critical judgements made in applying accounting policies


Management is of the opinion that the instances of application of judgement are not expected to have
a significant effect on the amounts recognised in the financial statements, apart from those involving
estimates.

2.27 Discontinued Operations and Assets and Liabilities held for sale
A component of the Group is classified as a discontinued operation when the criteria to be classified as held-forsale have been met or it has been disposed of and such a component represents a separate major line of business
or geographical area of operations, is part of a single co-ordinated major line of business or geographical area of
operations. A component is deemed to be held for sale if its carrying amount will be recovered principally through
a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly
probable and the asset or component is available for immediate sale in its present condition.
Immediately before the initial classification of the asset (or disposal group) as held for sale, the carrying amounts of
the assets (or all the assets and liabilities in the group) are measured in accordance with the applicable FRSs. Upon
classification as held for sale, non-current assets and disposal groups are not depreciated and are measured at the
lower of carrying amount and fair value less costs to sell. Any differences are recognised in the profit statement.
Any impairment loss on initial classification and subsequent measurement is recognised as expense. Any subsequent
increase in fair value less costs to sell (not exceeding the accumulated impairment loss that has been previously
recognised) is recognised in the profit statement.
In the profit statement of the current reporting period, and of the comparative period, all income and expenses from
discontinued operations are reported separate from income and expenses from continuing activities.

3.

REVENUE
THE GROUP

2011
($000)

2010
($000)

Sale of properties
Sale of goods
Sale of services
Gross rental income
Others

1,831,418 1,619,675
3,909,033 3,562,593
243,795 229,407
266,954
252,428
23,089 32,674

Total revenue

6,274,289 5,696,777

130

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

4.

PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS


THE GROUP


(a)

2011
($000)

2010
($000)

Included in Other Income (net):

Gain on disposal of property


14,777 Gain/(Loss) on disposal of derivatives
1,891
(3,840)
Fair value gain/(loss) on derivatives
2,727
(6,988)
Exchange gain
16,613 4,595
Sale of non-stock/scrap items
1,885 1,503
Loss on disposal of fixed assets
(3,100) (1,936)
Provision for litigation claims
(4,760) Job credit allowance
- 2,473
Provision written back on receipt of land premium rebate
- 12,410

(b)
Share of joint venture companies profits comprise of:
Share of joint venture companies profits
Share of fair value adjustment of investment properties of
a joint venture company

17,342 15,279
719

3,875


18,061 19,154

Share of associated companies profits comprise of:
Share of associated companies profits
Share of exceptional items of an associated company
Share of fair value adjustment of investment properties of
associated companies

51,937 47,600
4,066 54,491


110,494

(c)
Net Finance Cost:

12,228
59,828

Finance income
Interest income from bank and other deposits
15,457 20,531
Interest rate swap contracts
81 1,330
Others
2,166 6,304

17,704
28,165

Finance cost
Interest expense from bank and other borrowings
(52,501)
(87,045)
Interest rate swap contracts
(337) (3,276)
Foreign exchange contracts
(18,303) Others
(421) (177)

(71,562)

(53,858) (62,333)

(90,498)

131

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

4.

PROFIT BEFORE TAXATION AND EXCEPTIONAL ITEMS (contd)


THE GROUP

2011
($000)

2010
($000)

(d) Profit before taxation and exceptional items have been arrived at
after charging:

Depreciation of fixed assets


119,615
115,245
Impairment of fixed assets
3,614 5,196
Impairment of investment in an associated company
- 9,000
Impairment of intangible assets
1,307 300
Allowance for foreseeable losses on properties held for sale
12,034
15,480
Amortisation of brands
6 49
Amortisation of intangible assets
21,217 22,017
Intangible assets written off
952
1,048
Fixed assets written off
31 Allowance for doubtful trade debts and bad debts
4,101 3,932
Allowance for inventory obsolescence
12,980
10,141
Provision for employee benefits
2,237
7,584
Directors of the Company:
Fee
2,144 1,996
Remuneration of members of Board committees
375
348
Resigned/Retired Directors of the Company:

Fee
- 134
Remuneration of members of Board committees
-
18
Key executive officers:
Remuneration
9,526
8,647
Provident Fund contribution
41
186
Employee share-based expense
3,824 2,797
Staff costs (exclude directors and key executives)
411,156
376,085
Defined contribution plans (exclude directors and key executives)
23,550 20,612
Employee share-based expense (exclude directors and key executives)
37,872 14,335
Auditors remuneration:
Auditor of the Company
966 1,000
Member firms of the Auditor of the Company
1,315 1,232
Other auditors
1,290
861
Professional fees paid to:
Auditor of the Company
481 204
Member firms of the Auditor of the Company
1,008 711
Other auditors
495 664

and crediting:
Write back of provision for employee benefits
2,907 2
Write back of allowance for doubtful trade debts and bad debts
1,610 2,091
Write back of allowance for inventory obsolescence
2,369 9,407
Amortisation of deferred income
8,005 4,440
Reversal of impairment of fixed assets
2,213 1,351

5.

SEGMENT INFORMATION

The Groups operating businesses are organised and managed separately according to the nature of activities. The Groups
operating segments are namely soft drinks, dairies, breweries, printing and publishing, commercial property, development
property and others. The Group operates in six main geographical areas, namely Singapore, Malaysia, Other Asean, North/
South Asia, Oceania and Europe and USA.


132

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

5.

SEGMENT INFORMATION (contd)

Year ended 30 September 2011


The following table presents financial information regarding operating segments:

Operating Segment

Printing & Commercial Development



Soft Drinks Dairies Breweries Publishing Property Property Others Elimination Group
($000) ($000)
($000)
($000)
($000)
($000) ($000)
($000)
($000)

Revenue - external
758,621 1,066,832 1,863,611 397,058 261,488
1,866,938
59,741
- 6,274,289
Revenue - inter-segment
-
1,602
-
346
4,809
- 251,122 (257,879)
Total revenue
758,621
1,068,434
1,863,611 397,404 266,297 1,866,938 310,863
(257,879) 6,274,289

Subsidiary companies
112,876
39,773
354,987
21,317 115,262
405,282
32,775
- 1,082,272
Joint venture and associated companies
-
(2,351)
16,804
5,870
45,707
2,488
761
-
69,279
PBIT
112,876 37,422 371,791 27,187 160,969 407,770 33,536
-
1,151,551

Finance income
17,704
Finance cost
(71,562)
Profit before taxation

and exceptional items
1,097,693
Fair value adjustment of investment properties
140,057
Exceptional items
175,129
Profit before taxation
1,412,879

(298,527)
Taxation






1,114,352
Profit after taxation
Non-controlling interests








(238,920)
Attributable profit
875,432

Assets
324,009 548,313 1,351,176 452,729 2,668,059
4,748,801 622,843
- 10,715,930
Investments in associated

and joint venture companies
-
19,222
60,101 232,414 1,063,734
41,010
25,820
- 1,442,301
Tax assets
14,649
Bank deposits & cash balances 1,599,607
Total assets 13,772,487

Liabilities
148,040 168,401
381,012
98,791
83,290
472,725 241,868
- 1,594,127
Tax liabilities








493,890
Borrowings
3,963,446
Total liabilities
6,051,463

Other segment information:


Capital expenditure
44,474
92,884
109,220
19,490
93,060
2,880
2,564
-
364,572
Depreciation and amortisation
15,544
24,047
51,213
38,755
5,542
101
5,636
-
140,838
Impairment and foreseeable losses
62
100
3,452
1,307
-
12,034
-
-
16,955
Negative goodwill
-
-
-
-
(6,915)
-
-
-
(6,915)
Reversal of impairment losses
(636)
(1,207)
(370)
-
-
-
-
-
(2,213)
Attributable profit before

fair value adjustment and

exceptional items
50,341
13,575
138,470
20,738 112,295
283,555
1,578
-
620,552
Fair value adjustment of

investment properties
-
-
-
2,864 110,061
-
-
-
112,925
Exceptional items
-
416
33,538
4,191
11,925
6,187
85,698
-
141,955

Attributable profit
50,341
13,991
172,008
27,793 234,281
289,742
87,276
-
875,432

The following information are based on the geographical location of the Groups customers, which are essentially in the
same location as the business operation and are as follow:
Geographical Information


Other North/South
Europe
Singapore Malaysia ASEAN Asia Oceania
& USA Group
($000) ($000) ($000) ($000) ($000)
($000) ($000)

Total revenue

2,200,069 1,229,408 1,371,917 466,856
959,157
46,882 6,274,289
PBIT

470,422
167,402
284,651
69,252
168,789
(8,965) 1,151,551
Non current assets

2,270,521
384,082 1,070,221 597,953
361,743
133,080 4,817,600
Investments in associated and joint venture companies
1,021,035
53,164
63,616 180,588
78,350
45,548 1,442,301
Current assets

2,685,910
320,937
298,110 973,442 1,340,142
279,789 5,898,330
Capital expenditure 35,929 126,466 102,413 34,957 61,313 3,494 364,572
Other ASEAN: Myanmar, Thailand, Cambodia, Vietnam, Philippines, Laos and Indonesia
North/South Asia: China, Taiwan, Japan, Korea, Mongolia, Sri Lanka and India

Oceania: Australia, New Zealand, Papua New Guinea, New Caledonia and Solomon Islands

133

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

5.

SEGMENT INFORMATION (contd)

Year ended 30 September 2010


The following table presents financial information regarding operating segments:

Operating Segment




Total for


Printing & Commercial Development

Continuing
Soft Drinks Dairies Breweries Publishing Property Property Others Elimination
Operations
($000)
($000) ($000)
($000)
($000)
($000)
($000) ($000)
($000)

Revenue - external
669,494 1,018,788 1,621,085 410,466 285,920
1,629,089
61,935
- 5,696,777
Revenue - inter-segment
-
136
-
299
4,905
- 225,166 (230,506)
Total revenue
669,494
1,018,924
1,621,085 410,765 290,825 1,629,089 287,101
(230,506) 5,696,777

Subsidiary companies
81,820
75,187
287,699
17,910 140,965
404,815
(283)
- 1,008,113
Joint venture and associated companies
-
(3,891)
15,749
10,643
37,738
2,640
-
-
62,879
PBIT
81,820 71,296 303,448 28,553 178,703 407,455 (283)
-
1,070,992

Finance income








28,165
Finance cost








(90,498)
Profit before taxation

and exceptional items
1,008,659
Impairment on investments
(9,000)
Fair value adjustment of investment properties
129,411
Exceptional items
43,041
Profit before taxation
1,172,111

(270,398)
Taxation







Profit from continuing operations

after taxation
901,713
Profit from discontinued operations

after taxation

159,802
1,061,515
Profit after taxation
Non-controlling interests
(241,702)
Attributable profit
819,813

Assets
304,650 519,484 1,232,145 511,383 2,412,125
4,829,029 544,747
- 10,353,563
Investments in associated

and joint venture companies
-
22,048
152,690 224,813 998,460
42,981
4,096
- 1,445,088
Tax assets
25,251
Bank deposits & cash balances







1,698,916
Total assets
13,522,818

Liabilities
166,136 168,301
331,595 123,982
52,829
431,151 253,465
- 1,527,459
Tax liabilities
472,159
Borrowings
4,574,741
Total liabilities
6,574,359

Other segment information:


Capital expenditure
34,859
41,554
90,653
24,864
12,064
9,943
2,648
-
Depreciation and amortisation
14,285
22,786
48,953
41,232
3,483
104
6,468
-
Impairment and foreseeable losses
980
10,133
3,085
299
-
15,478
-
-
Negative goodwill
-
-
-
-
(6,980)
-
-
-
Reversal of impairment losses
(862)
(399)
(90)
-
-
-
-
-
Attributable profit from continuing

operations before fair value

adjustment and exceptional items
35,949
22,449
121,441
19,084
98,715
305,699 (18,866)
-
Fair value adjustment of investment properties
-
-
-
340
99,600
-
-
-
Exceptional items
-
1,337
(102)
(8,895)
47,119
7,480
(2,977)
-

Attributable profit from continuing operations
35,949
23,786
121,339
10,529 245,434
313,179 (21,843)
-
Attributable profit from discontinued operations
Total Attributable profit







216,585
137,311
29,975
(6,980)
(1,351)
584,471
99,940
43,962
728,373
91,440
819,813

The following information are based on the geographical location of the Groups customers, which are essentially in the
same location as the business operation and are as follow:



Total for


Other North/South Europe Continuing
Singapore Malaysia ASEAN Asia Oceania
& USA Operations
($000) ($000) ($000) ($000) ($000)
($000)
($000)

Geographical Information


Total revenue
PBIT
Non current assets
Investments in associated and joint venture companies
Current assets
Capital expenditure

2,051,131 1,183,166 1,172,716


491,422
146,582
242,250
1,925,187
320,722
955,782
956,279
30,946
64,347
3,078,848
361,636
298,546

28,809
57,488
63,389

Other ASEAN: Myanmar, Thailand, Cambodia, Vietnam, Philippines, Laos and Indonesia
North/South Asia: China, Taiwan, Japan, Korea, Mongolia, Sri Lanka and India

Oceania: Australia, New Zealand, Papua New Guinea and New Caledonia

589,617
630,458
108,990
95,466
628,567
351,873
265,658
81,626
790,947 1,202,301
30,237
32,282

69,689
(13,718)
137,692
46,232
301,462
4,380

5,696,777
1,070,992
4,319,823
1,445,088
6,033,740
216,585

134

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

THE GROUP

6.

2010
($000)

GROSS INCOME FROM INVESTMENTS


Interest income
Dividend income

7.

2011
($000)

2,627 2,767
8,922 16,015
11,549

18,782

EXCEPTIONAL ITEMS
Gain on corporate and debt restructuring of subsidiary companies
102,875 Gain on disposal of subsidiary and associated companies
44,290
3,350
Write back of impairment in value of investments
7,819 301
Negative goodwill on change in interest in an associated company
6,915
6,980
Write back of provisions for termination of contract upon disposal of business
6,722 Share of exceptional items of an associated company
4,066 Profit on disposal of properties
3,987 696
Gain on dilution of interest in an associated company and dilution
of a subsidiary company to an associated company
1,006 40,139
Write back of impairment of assets held for sale
495 Provision for restructuring and re-organisation costs of operations
(2,987)
(8,286)
Provision for professional fee
(59) (139)

8.

175,129 43,041

TAXATION
Based on profit for the year:
Singapore tax
74,980
98,691
Overseas tax

- current year
180,004
137,068
- withholding tax
19,015
11,288
Deferred tax
- current year
49,885
31,589
- adjustment of tax rate
(621)
(Over)/Under provision in preceding years
- current income tax
- deferred tax

323,263
278,636


(12,474)
(14,444)
(12,262) 6,206

298,527

270,398

135

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

8.

TAXATION (contd)
A reconciliation of the statutory tax rate to the Groups effective tax rate applicable to profit for the year is as follows:
THE GROUP

2011
2010
% %

Singapore statutory rate


17.0
17.0
Effect of different tax rates of other countries
5.2
4.1
Effect of tax losses of subsidiary and joint venture companies
not available for set-off against profits of other companies within the group
1.0
0.8
Income not subject to tax (tax incentive/exemption)
(6.0 )
(3.0 )
Expenses not deductible for tax purposes
4.5 3.7
Utilisation of previously unrecognised tax losses in determining taxable profit
(0.2 )
(0.3 )
Over provision in prior years
(1.8 )
(0.7 )
Tax effect of fair value adjustments
(0.9 )
(0.3 )
Withholding tax
1.3
1.2
Other reconciliation items
1.0 0.6

21.1
23.1

As at 30 September 2011, certain Singapore subsidiary companies have unutilised tax losses carried forward of approximately
$35,025,000 (2010: $34,597,000), unutilised investment allowances of $NIL (2010: $672,000) and unabsorbed capital
allowances of $578,000 (2010: $342,000) available for set off against future profits. In addition, certain overseas subsidiary
companies have unutilised tax losses carried forward of approximately $320,739,000 (2010: $312,504,000), unutilised
investment allowances of approximately $38,397,000 (2010: $28,128,000) and unabsorbed capital allowances of
$20,822,000 (2010: $20,066,000). The availability of these losses and capital allowances to set off against future profits is
subject to the meeting of certain statutory requirements by those subsidiary companies in their countries of tax residence.
The deferred tax benefits of these losses recognised in the financial statements are disclosed in Note 32.

For the year of assessment (YA) 2011 certain subsidiary companies have transferred loss items of $6,925,000
(YA 2010: $16,071,000) to offset against the taxable income of other companies in the Group. Tax benefits of $160,000
(YA 2010: $NIL) were recognised on the tax losses utilised under the group relief systems. Tax benefits of $2,980,000
(YA 2010: $4,668,000) arising from the utilisation of group relief are not recognised as they are subject to compliance with
the relevant tax legislation governing group relief and agreement of the Inland Revenue Authority of Singapore.

136

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

9.

DIVIDENDS
THE GROUP &
THE COMPANY
2011
2010
($000)
($000)

85,145 70,307
169,382
168,236

Interim paid of 6.0 cents per share (2010: 5.0 cents per share)
Final proposed of 12.0 cents per share (2010: 12.0 cents per share)


254,527
238,543

The final dividend is proposed by the Directors after the balance sheet date and subject to the approval of shareholders at
the next annual general meeting of the Company.

10. EARNINGS PER SHARE


(a)
Basic Earnings Per Share
Basic earnings per share is computed by dividing the Group attributable profit to shareholders of the Company by
the weighted average number of ordinary shares in issue during the year.
Continuing
Operations
2011
2010
($000)
($000)

THE GROUP
Discontinued
Operations
2011
2010
($000)
($000)

Total
2011
($000)

2010
($000)

Group attributable profit to


shareholders of the Company
- before fair value adjustment
and exceptional items

620,552

584,471

620,552

582,616

- after fair value adjustment


and exceptional items

875,432

728,373

- 91,440 875,432

819,813

(1,855)

No. of shares
Weighted average number of
ordinary shares in issue

Earnings Per Share (Basic)
- before fair value adjustment
and exceptional items
- after fair value adjustment
and exceptional items

1,407,551,828 1,397,645,606

- 1,397,645,606 1,407,551,828 1,397,645,606

44.1 cts

41.8 cts

- cts (0.1) cts

44.1 cts

41.7 cts

62.2 cts

52.1 cts

- cts

62.2 cts

58.6 cts

6.5 cts

137

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

10. EARNINGS PER SHARE (contd)


(b)
Diluted Earnings Per Share
Diluted earnings per share is computed by dividing the Group adjusted attributable profit to shareholders of the
Company by the adjusted weighted average number of ordinary shares in issue during the year.

For diluted earnings per share, the Group attributable profit to shareholders of the Company is adjusted for changes
in subsidiary companies attributable profit resulting from exercise of all dilutive share options. The reconciliation of
the Group adjusted attributable profit to shareholders of the Company used to compute diluted earnings per share
is as follows:
Continuing
Operations
2011
2010
($000)
($000)
Group attributable profit to
shareholders of the Company
before fair value adjustment
and exceptional items
620,552
Change in attributable profit
due to dilutive share options

THE GROUP
Discontinued
Operations
2011
2010
($000)
($000)

584,471

(424) (372)

(1,855)

Total
2011
($000)

2010
($000)

620,552

582,616

- (5)
(424) (377)

Group adjusted attributable profit to


shareholders of the Company
before fair value adjustment
and exceptional items

620,128

584,099

(1,860)

620,128

582,239

Group attributable profit to


shareholders of the Company
after fair value adjustment
and exceptional items

875,432

728,373

91,440

875,432

819,813

(465) (372)

(360)

91,080

Change in attributable profit


due to dilutive share options
Group adjusted attributable
profit to shareholders of
the Company after
fair value adjustment
and exceptional items

874,967

728,001

(465) (732)

874,967

819,081

138

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

10. EARNINGS PER SHARE (contd)


(b)

Diluted Earnings Per Share (contd)


The weighted average number of ordinary shares is adjusted to assume exercise of all dilutive share options of the
Company. The reconciliation of the weighted average number of ordinary shares used to compute diluted earnings
per share is as follows:
THE GROUP
Discontinued
Operations
2011
2010

Continuing
Operations
2011
2010

Total
2011

2010

No. of shares

Weighted average number of


ordinary shares used to
compute basic earnings
per share
1,407,551,828 1,397,645,606 - 1,397,645,606 1,407,551,828 1,397,645,606
Effect of dilutive share options 14,612,630
Weighted average number of
ordinary shares used to
compute diluted earnings
per share

7,814,066

7,814,066

14,612,630

7,814,066

1,422,164,458 1,405,459,672 - 1,405,459,672 1,422,164,458 1,405,459,672

Earnings Per Share (Fully diluted)

- before fair value adjustment


and exceptional items

43.6 cts

41.6 cts

- cts

(0.1) cts

43.6 cts

41.5 cts

- after fair value adjustment


and exceptional items

61.5 cts

51.8 cts

- cts

6.5 cts

61.5 cts

58.3 cts


No share options (2010: 10,127,766) granted to employees under share option plans have been excluded in the
computation of diluted earnings per share because no options were anti-dilutive for the current financial year.

11. SHARE CAPITAL AND RESERVES


THE GROUP & THE COMPANY
2011
No. of shares

2010
($000)

No. of shares

($000)

SHARE CAPITAL
Ordinary shares issued and fully paid up
Balance at beginning of year
1,401,963,196 1,374,502 1,393,520,235 1,341,707

Issued during the year
- pursuant to the exercise of
Executives Share Options
9,551,381 42,902
8,442,961
32,795
Balance at end of year
1,411,514,577 1,417,404

1,401,963,196 1,374,502

139

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

11. SHARE CAPITAL AND RESERVES (contd)


The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares
carry one vote per share without restriction. The ordinary shares have no par value.
The Company has the following employee share option plan and share plans under which options to subscribe for the
Companys ordinary shares and share awards conditional on the achievement of pre-determined targets has been granted
respectively.

(i)
Fraser & Neave Limited Executives Share Option Scheme (1999)

(ii)
Fraser & Neave Limited Restricted Share Plan
(iii)
Fraser & Neave Limited Performance Share Plan

During the year, the consideration received following the exercise of Executives Share Options was $42,902,000 (2010:
$32,795,000).
THE GROUP

2011
($000)

2010
($000)

THE COMPANY
2011
($000)


RESERVES

2010
($000)

The reserves comprise the following:


Capital Reserve
Fair Value Adjustment Reserve
Hedging Reserve
Share-based Payment Reserve
Revenue Reserve
Dividend Reserve (Note 9)
Exchange Reserve

267,906 269,709
1,039,274 1,039,274
202,303
138,609
1,717 2,034
(23,273) (16,169)
- 41,966
38,414
39,091
34,803
4,965,458 4,341,213 1,506,196 1,331,928
169,382
168,236
169,382
168,236
(158,936) (171,716)
- -

Total reserves
5,464,806 4,768,296 2,755,660 2,576,275

Capital reserve of the Company comprises mainly surplus from revaluation of investments. The capital reserve of the Group
comprises statutory reserve and asset revaluation reserve of subsidiary companies.

Fair value adjustment reserve comprises the cumulative fair value changes, net of tax, of available-for-sale financial assets
until they are disposed off or impaired.

Hedging reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments
related to hedged transactions that have not yet occurred.
Employee share-based payment reserve represents the equity-settled options and share plans granted to employees and
is made up of the cumulative value of services received from employees recorded over the vesting period commencing
from the grant date of equity-settled share options and share plans, and is reduced by the expiry or exercise of the share
options.

Exchange reserve comprises the exchange differences arising from the translation of the financial statements of foreign
operations whose functional currencies are different from that of the Groups presentation currency.

Dividend reserve relates to proposed final dividend of 12.0 cents (2010: 12.0 cents) per share.

140

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

12. FIXED ASSETS


THE GROUP
Capital
Freehold Leasehold

Plant & Work-in- Other
Land Land Building Machinery Progress Assets Total
($000) ($000) ($000) ($000) ($000) ($000) ($000)

For the year ended 30 September 2011


At cost
Balance at beginning of year 54,529 80,209 436,026 1,098,173 102,451 395,116 2,166,504
Currency realignment

(1,656) (1,610) (4,226) (7,805) (220) (8,071) (23,588)
Additions
13 5,054 16,299 42,962 155,580 51,543 271,451
Acquisition of subsidiary companies 572 171 308 3,167
- 349 4,567
Acquisition of joint venture companies
- 689 1,075 4,263 146 345 6,518
Disposal of subsidiary companies
-
-
-
-
-
(1,176)
(1,176)
Disposals -
(17) (2,026) (14,612)
- (30,332) (46,987)
Write off for the year
-
-
-
-
-
(461)
(461)
Reclassification
-
-
8,062
61,142
(83,600) 14,396
Reclassified to assets held for sale
- (8,037) (15,258) (58,523)
(6) (4,105) (85,929)
Reclassification to investment properties
and properties held for sale
- (15,140)
-
-
- (14,629) (29,769)
Balance at end of year
53,458 61,319 440,260 1,128,767 174,351 402,975 2,261,130

Accumulated depreciation and impairment
Balance at beginning of year 991
21,275 134,161 655,279
- 250,582 1,062,288
Currency realignment
(43)
(327)
(441)
(4,972)
-
(4,528) (10,311)
Depreciation charge for the year
-
1,455
12,640
61,934
- 43,586 119,615
Impairment charge for the year
-
-
2
3,429
-
183
3,614
Impairment reversal for the year
-
-
(598)
(1,515)
-
(100)
(2,213)
Disposal of subsidiary companies
-
-
-
-
-
(948)
(948)
Disposals
-
(17)
(980) (12,110)
- (27,839) (40,946)
Write off for the year
-
-
-
-
-
(430)
(430)
Reclassification
-
-
-
(6,035)
-
6,035
Reclassified to assets held for sale
-
(2,766)
(8,713) (35,277)
-
(3,323) (50,079)
Reclassification to investment properties
and properties held for sale
-
(3,752)
-
-
-
(2,756)
(6,508)
Balance at end of year
Net book value at end of year

948

15,868

136,071

660,733

- 260,462 1,074,082


52,510 45,451 304,189 468,034 174,351 142,513
1,187,048

141

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

12. FIXED ASSETS (contd)


THE GROUP
Capital
Freehold Leasehold

Plant & Work-in- Other
Land Land Building Machinery Progress Assets Total
($000) ($000) ($000) ($000) ($000) ($000) ($000)

For the year ended 30 September 2010


At cost
Balance at beginning of year
Currency realignment
Acquisition of business assets
Additions
Acquisition of joint venture companies
Disposal of subsidiary companies
Disposal of joint venture companies
Disposals
Reclassification
Reclassified to assets held for sale
Reclassification to debtors

59,310
1,424

-

18
1,468
(6,620)
(1,055)

(16)

-

-

-

89,861 396,988 1,341,881 145,019 378,073 2,411,132


(1,291)
(8,833) (23,884)
(2,404)
(417) (35,405)
-
-
-
-
82
82
-
902
14,310 114,364
48,424 178,018
728
20,311
24,872
2,716
3,285
53,380
(2,859) (24,338) (261,740) (10,010)
(6,127) (311,694)
(137)
(5,633) (16,826)
(481)
(435) (24,567)
-
(267) (28,430)
- (35,362) (64,075)
7,758
56,896
73,038 (146,753)
9,061
(12,570)
- (25,048)
-
(1,468) (39,086)
(1,281)
-
-
-
-
(1,281)

Balance at end of year


54,529

Accumulated depreciation and impairment
Balance at beginning of year
950
Currency realignment
41
Depreciation charge for the year
- Continuing operations

-
- Discontinued operations

-
Impairment charge for the year
- Continuing operations

-
- Discontinued operations
-
Impairment reversal for the year
-
Disposal of subsidiary companies

-
Disposal of joint venture companies

-
Disposals

-
Reclassification
-
Reclassified to assets held for sale

-

80,209

436,026 1,098,173

Balance at end of year

991

21,275

134,161

655,279

Net book value at end of year


53,538

58,934

301,865

442,894

24,586 135,200
(724)
(3,153)

764,378
(11,057)

102,451

395,116 2,166,504

- 246,297 1,171,411
-
346
(14,547)

1,648
-

12,442
451

59,674
13,885

-
-

41,481
270

115,245
14,606

-
-
-
(2,860)
-
-
-
(1,375)

468
3,805
-
64
-
(1,059)
(9,007) (129,338)
(698)
(3,477)
(237) (24,517)
1,500
(1,304)
(2,805) (15,775)

-
-
-
-
-
-
-
-

923
5,196
-
64
(292)
(1,351)
(5,349) (146,554)
(209)
(4,384)
(31,486) (56,240)
(196)
(1,203) (21,158)

- 250,582 1,062,288
102,451

144,534 1,104,216

(a)

Other assets comprise motor vehicles, postmix and vending machines, beer coolers, fixture and fittings and computer
equipment.

(b)
The carrying amount of assets held under finance leases at 30 September 2011 amounted to $878,000
(2010: $1,099,000).
(c)

The net book value of fixed assets pledged to financial institutions as security for borrowings are as follows:


Plant and machinery
Building
Freehold and leasehold land
Other fixed assets

2011
($000)

2010
($000)

12,927 14,593
1,033
783
33 35
500 159

142

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

13. INVESTMENT PROPERTIES


THE GROUP

2011
($000)

2010
($000)

(a) Completed Investment Properties


Balance at beginning of year
2,090,869 3,403,233
Currency realignment
7,148
(36,368)
Additions
77,322
8,592
Disposals
(54,081) (297,101)
Net fair value gain recognised in the profit statement
84,700 112,513
Transfer from fixed assets
8,677 Dilution of interest in a subsidiary company to an associated company
- (1,100,000)

Balance at end of year


2,214,635 2,090,869

(b) Investment Properties under Construction
Balance at beginning of year
48,157 Currency realignment
(794) Additions
228,813 Transfer (to)/from properties held for development
(14,937)
43,488
Fair value gain recognised in the profit statement
866 4,669

Balance at end of year



(c)

Total Investment Properties

262,105

48,157

2,476,740 2,139,026

Completed investment properties comprise serviced residences and commercial properties that are leased mainly to
third parties under operating leases (Note 34).
The following amounts are recognised in the income statement:
Rental income from investment properties:
- Minimum lease payments
264,560 249,750
- Contingent rent based on tenants turnover
2,394
2,678
Direct operating expenses arising from rental generating properties
73,560
66,087
Investment properties are carried at fair values at the balance sheet date as determined annually by accredited
independent professional valuers with recent experience in the location and category of the properties being
valued.

The valuations are based on a combination of the Direct Comparision Method, Income Approach and Discounted
Cash Flow Analysis. In relying on the valuation reports, management has exercised its judgement and is satisfied
that the valuation methods and estimates are reflective of current market conditions.

143

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

13. INVESTMENT PROPERTIES (contd)


(c)

Independent professional valuations were carried out by the following valuers:

Valuers
DTZ Debenham Tie Leung (SEA) Pte Ltd
DTZ Debenham Tie Leung Limited
Knight Frank Pty Limited
CB Richard Ellis Pty Limited
DTZ Debenham Tie Leung Limited
Asian Appraisal Company, Inc.
DTZ Debenham Tie Leung (Vietnam) Co. Limited
CB Richard Ellis Hotels Limited
Savills Commercial Limited
KJPP Rengganis, Hamid & Rekan
CB Richard Ellis Limited
Associated Property Consultants
CB Richard Ellis (Pte) Ltd

Country

Valuation Date

Singapore
Hong Kong
United Kingdom
Australia
China
Philippines
Vietnam
United Kingdom
United Kingdom
Indonesia
Hong Kong
Singapore
Singapore

September 2011
September 2011
September 2011
September 2011
September 2011
September 2011
September 2011
September 2011
September 2011
September 2011
September 2011
September 2011
September 2011

Completed investment properties amounting to $107,771,000 (2010: $113,610,000) are secured for credit facilities
with banks.

(d)
Investment properties under construction are stated at fair value which has been determined based on valuation
performed as at 30 September 2011. The fair value of the investment properties under construction has been
determined on a market value basis in accordance with International Valuation Standards, as set out by the
International Valuation Standards Council. The valuation is prepared on an ungeared basis. The fair value of
investment properties under construction is determined primarily using the Residual Method. In arriving at their
estimates of market value, the valuers have used their market knowledge and professional judgement and not only
relied on historical transactional comparables.


The valuations were performed by the following independent valuers with recognised and relevant professional
qualification and with recent experience in the location and category of investment properties being valued.

Valuers

Country

Valuation Date

CKS Property Consultants Pte Ltd


Singapore
September 2011
Knight Frank Pte Ltd
Singapore
September 2011

Investment properties under construction amounting to $218,165,000 (2010: $NIL) has been mortgaged to the
bank as securites for bank facilities.

144

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

14. SUBSIDIARY COMPANIES


THE COMPANY

2011
($000)

2010
($000)

Quoted shares at cost


Unquoted shares at cost
Impairment loss

256,353
256,844
3,085,943 2,920,943
(26,643) -


Amounts owing by subsidiary companies (unsecured)
Amounts owing to subsidiary companies (unsecured)

3,315,653 3,177,787
465,453 435,377
(104,698) (104,494)

3,676,408

3,508,670

MARKET VALUE
Quoted shares
1,366,409 1,253,496

During the financial year, an impairment loss of $26,643,000 (2010: $NIL) was recognised on the cost of investment of a
subsidiary company to bring its carrying value to its recoverable value.

The amounts owing by subsidiary companies are due on loan account, not repayable within the next 12 months and are
interest-free except for amounts of $464,433,000 (2010: $434,365,000) which bear interest at an average rate of 0.31%
(2010: 0.43%) per annum.

The amounts owing from and to subsidiary companies disclosed under current assets and current liabilities are unsecured,
non-trade in nature, interest-free, no fixed repayment term and to be settled in cash.

The carrying amounts of the amounts owing from and to subsidiary companies are largely denominated in Singapore
Dollars.

Details of subsidiary companies are included in Note 42.

(a)
During the financial year, the Group acquired interest in the following subsidiary companies:
Dairies
The Groups wholly-owned subsidiary company, F&N Foods Pte Ltd acquired 100% of the issued capital of Kings
Creameries (S) Pte Ltd from National Foods (S) Pte Ltd. The consideration for the acquisition of $20.8 million was
arrived at on a willing buyer and willing seller basis.

The fair value of the identifiable assets and liabilities were finalised during the year based on a purchase price
allocation as follows:
Fair Value
at Date of
Acquisition
($000)
Fixed assets
4,567
Intangibles 3,144
Current assets
14,136
Cash and cash equivalents
5,143
Current liabilities
(7,961)
Deferred tax liabilities

(1,085)
Non-controlling interests
(607)
Net assets
Goodwill arising from acquisition

17,337
3,298

Consideration paid
Less: Cash and cash equivalents in subsidiary acquired

20,635
(5,143)

Net cash outflow on acquisition of subsidiary



15,492

145

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

14. SUBSIDIARY COMPANIES (contd)


(b)

During the financial year, the Group disposed the following subsidiary companies:

Properties
On 8 September 2011, the Group through Frasers Centrepoint Limiteds subsidiary company, Frasers Property
(China) Limited (FPCL), disposed off the entire shareholdings of Shenyang Frasers Real Estate Development
Co. Ltd, a wholly-owned subsidiary of FPCL. The net sales proceeds was deposited into a banks entrusted account
which is included in amount held in trust under Other Receivables (Note 25). The funds will be remitted to FPCL
after the relevant clearances by local authorities are completed.

On 10 March 2011, the Groups subsidiary company, Fraser and Neave Holdings Berhad disposed of the entire
shareholdings of Brampton Holdings Sdn Bhd, a wholly owned subsidiary of F&NHB, which carried out the
development of Fraser Business Park Phase II project.


Printing and Publishing
During the year, the Groups subsidiary company, Times Publishing Limited, disposed the following subsidiary
companies:

(c)

(i)
Pacific Bookstores Pte Ltd
(ii)
Shenyang Times Packaging Printing Co Ltd

The effect of the disposals are disclosed in the Consolidated Cash Flow Statement.

During the financial year, the Group acquired additional equity interest in the following subsidiary
companies from various non-controlling interests:

Subsidiary
Companies
Frasers Property (Europe)
Holdings Pte. Ltd.

23 December 2010

28.8%

Frasers (St Giles Street,


Edinburgh) Limited

23 December 2010

48.8%

- (1) 100.0%

Frasers Hospitality (UK)


Limited

23 December 2010

48.8%

- (1) 100.0%

Fairdace Limited

23 December 2010
and 24 June 2011

65.9%

5,807

100.0%

8 July 2011

33.6%

1,000

100.0%

F&N Ice Cream


Manufacturing
(Sarawak) Sdn Bhd

Date of Acquisition

Additional

Interest
Groups
Acquired from Consideration Effective
Non-controlling Paid
Interest after
Interests ($000) Acquisition
776

80.0%

7,583

(1)

Acquisition of non-controlling interests of subsidiary companies of Frasers Property (Europe) Holdings Pte. Ltd.

146

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

14. SUBSIDIARY COMPANIES (contd)


(c)

During the financial year, the Group acquired additional equity interest in the following subsidiary
companies from various non-controlling interests: (contd)
The differences between the consideration and the carrying values of the additional interests acquired has been
recognised as revenue reserve within equity.

The following summarises the effect of the change in the Groups ownership in the above subsidiary companies on
equity attributable to owners of the Company:-

Consideration paid for acquisition of non-controlling interests


Decrease in equity attributable to non-controlling interests

($000)

7,583
(1,886)

Decrease in equity attributable to owners of the Company

5,697

15. JOINT VENTURE COMPANIES


THE COMPANY
2011
($000)
(a)

2010
($000)

301,626 301,626
132,795 132,795

Unquoted investment, at cost


Quoted investment, at cost

434,421 434,421

MARKET VALUE
Quoted shares
491,164
322,567


Details of joint venture companies are included in Note 42.

(b)
The following amounts represent the Groups share of the revenue, expenses, assets and liabilities of the joint
venture companies and are included in the consolidated profit statement and balance sheet using the line-by-line
format of proportionate consolidation.

(i)
The Groups share of the consolidated results of the joint venture companies for the year is as follows:
THE GROUP

Revenue
Profit before taxation and exceptional items
Exceptional items
Taxation
Non-controlling interests

2011
($000)

2010
($000)

1,994,075 1,667,498
393,071
289,476
38,787 (531)
(120,662)
(80,378)
(121,847) (96,264)


(ii)

The Groups share of the consolidated assets and liabilities of the joint venture companies is as follows:

Non-current assets
1,842,579 1,046,856
Current assets
974,038 1,046,468
Current liabilities
(1,016,132)
(871,747)
Non-current liabilities
(754,433) (337,471)

1,046,052

884,106

147

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

15. JOINT VENTURE COMPANIES (contd)


(b)

(iii)

The share of the results, assets and liabilities as stated in paragraphs (i) and (ii) above is based on the
accounts of the joint venture companies to 30 September 2011.

(iv)

The amounts owing from/to joint venture companies classified under current assets and current liabilities
are unsecured, trade in nature, interest-free, to be settled in cash and are denominated mostly in Singapore
Dollars, Malaysia Ringgit and Euro.


(v)

(vi)

(vii)

The Groups and the Companys share of capital commitments of the joint venture
30 September 2011 is $81,441,000 (2010: $153,283,000).



The Groups and the Companys share of contingent liabilities of the joint venture
30 September 2011 is $267,000 (2010: $260,000).


companies as at

companies as at

On 13 July 2011, the Company had announced that its joint venture company, Asia Pacific Investment
Pte Ltd (APIPL) has reached an Agreement with a purchaser, China Resources Snow Breweries Limited,
for the sale of all the issued shares (Transaction Shares) of its joint venture company, Heineken-APB
(China) Pte Ltd (HAPBC). As at 30 September 2011, HAPBC holds 100% of the registered capital of
Shanghai Asia Pacific Brewery Company Limited (SAPB) and 40% of the registered share capital of Jiangsu
Dafuhao Brewery Co., Limited (DFH).




Accordingly, the assets and liabilities of these joint venture companies have been reclassified to assets and
liabilities held for sale (Note 28).

(viii) Acquisition of subsidiary company by joint venture company


On June 2011, a joint venture company, Asia Pacific Breweries Limited (APBL), completed the acquisition
of a 97.69% equity stake in Solomon Breweries Limited (SBL), a company incorporated in the Solomon
Islands.
A provisional goodwill was recognised on this acquisition based on the difference between the purchase
consideration and the provisional fair value of the identifiable assets, liabilities and contingent liabilities at
the date of acquisition subject to completion of the Purchase Price Allocation exercise:
Fair Value
at Date of
Acquisition
($000)
Non-current assets

Current assets
Current liabilities
Cash and cash equivalents


Less: Non-controlling interests

6,518
2,270
(1,391)
1,893
9,290
(201)

Net asset value as at acquisition


Goodwill arising from acquisition

9,089
4,398

Consideration paid
Less: Cash and cash equivalents

13,487
(1,893)

Net cash outflow on acquisition of subsidiary company by joint venture company

11,594

148

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

15. JOINT VENTURE COMPANIES (contd)


(c)

Joint Venture Companys Investment in Joint Venture

Joint venture companies (JVC) that are held directly by the Groups joint venture companies are equity accounted
for in accordance with the accounting policies of the Groups joint venture companies. No adjustments have been
made in the Group consolidated financial statements to recognise the interests of these JVC using proportionate
consolidation as the contribution of these JVC to the Group are not material.




Investments in and share of the results, assets and liabilities of the joint venture companies, are as follows:
THE GROUP

Investment in joint venture companies, at cost


Provision for impairment
Share of post acquisition reserves, net
Reclassification to held for sale


Loans owing from joint venture companies (unsecured)

2011
($000)

2010
($000)

71,688 73,477
(4,539) (4,539)
24,594
20,899
(31,642) 60,101
89,837
- 2


60,101
89,839

(i)
The Groups share of the consolidated results of the JVC for the year is as follows:


Revenue
248,159 249,629
Profit before taxation
23,347
20,587
Taxation
(6,005)
(5,308)
Profit after taxation
17,342 15,279

(ii)
The Groups share of the consolidated assets and liabilities of the JVC is as follows:


Non-current assets
41,012 76,971
Current assets
83,558
91,812
Current liabilities
(33,178) (46,476)
Non-current liabilities
(31,291)
(32,468)

60,101

89,839

149

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

16. ASSOCIATED COMPANIES


THE GROUP

2011
($000)

2010
($000)

THE COMPANY
2011
($000)

2010
($000)


Unquoted investments, at cost
Quoted investments, at cost
Acquisition of interests
Allowance for impairment
Share of post acquisition reserves, net

42,788 40,139
- 1,242,430 1,300,548
93,783
93,783
47,199
18,526
- (44,628) (63,713) (11,400) (11,400)
76,388
39,996
- -


Loans owing from associated companies (unsecured)

1,364,177 1,335,496 82,383


18,023 19,753
-

82,383
-


1,382,200 1,355,249 82,383
82,383

MARKET VALUE
Quoted shares
1,011,385 1,066,232
32,647
34,823

(a)
The loans owing from associated companies are interest-free, non-trade in nature and are not repayable within one
year. They are treated like quasi-equity loans. The fair value of the loans is not determinable as the timing of future
cash flows arising from the repayment of the loans cannot be estimated reliably. Accordingly, the loans are recorded
at transaction price.

(b)
The amounts due from/to associated companies classified under current assets and current liabilities are unsecured,
trade in nature, interest-free, to be settled in cash and are denominated mostly in Singapore Dollars and Chinese
Renminbi.

(c)
The summarised financial statements of the associated companies are as follows:
THE GROUP

2011
($000)

2010
($000)


Revenue
3,039,920 2,810,614
Profit before taxation
246,398 221,491
Taxation
(10,154)
(23,761)
Profit after taxation
236,243 197,729

Non-current assets
4,957,823 5,082,602
Current assets
1,269,195 1,190,504
Current liabilities
(1,001,770) (1,123,634)
Non-current liabilities
(1,631,948) (1,414,588)

3,593,300 3,734,884

(d)
The results, assets and liabilities as stated in paragraph (c) above are based on the accounts of the associated
companies to 30 September 2011.

(e)
The Groups share of capital commitments of the associated companies as at 30 September 2011 is $14,243,000
(2010: $6,879,000).


Details of associated companies are included in Note 42.

150

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

17. INTANGIBLE ASSETS


THE GROUP


Deferred

Other
Development Management Intangible
Goodwill Costs Contracts Assets Total
($000) ($000) ($000) ($000) ($000)

For the year ended 30 September 2011


At cost
Balance at beginning of year
Currency realignment
Additional expenditure during the year
Acquisition of subsidiary company
Acquisition of joint venture company
Disposal of subsidiary company
Reclassified to asset held for sale
Write off for the year
Balance at end of year

Accumulated amortisation and impairment
Balance at beginning of year
Currency realignment
Amortisation charge for the year
Impairment charge for the year
Disposal of subsidiary company
Write off for the year
Balance at end of year
Net book value

461,002 74,396 66,699 28,659


(2,182) (778) 551 109
-
15,465
-
334
3,442
-
-
3,000
4,398
-
-
-
(915)
-
-
(1,428)
(5,433)
-
-
-
-
(11,747)
-
-
460,312 77,336 67,250 30,674
-
-
-
-
-
-
-

39,820
(181)
17,992
1,307
-
(10,795)
48,143

1,470
-
490
-
-
-
1,960

13,247
3
2,735
-
(1,081)
-
14,904

630,756
(2,300)
15,799
6,442
4,398
(2,343)
(5,433)
(11,747)
635,572
54,537
(178)
21,217
1,307
(1,081)
(10,795)
65,007

460,312 29,193 65,290 15,770

570,565

256,325
(10,997)
-
2,727
223,845
(10,153)
-
-
(745)
461,002

146,384
(6,406)
12,477
2,012
-
-
-
-
(80,071)
74,396

66,641
58
-
-
-
-
-
-
-
66,699

26,131
(35)
2,074
902
372
-
(308)
767
(1,244)
28,659

495,481
(17,380)
14,551
5,641
224,217
(10,153)
(308)
767
(82,060)
630,756

-
-

106,326
(5,414)

980
-

11,495
(28)

118,801
(5,442)

-
-
-
-
-
-

18,376
-
300
-
(79,768)
39,820

490
-
-
-
-
1,470

3,151
46
-
(173)
(1,244)
13,247

22,017
46
300
(173)
(81,012)
54,537


For the year ended 30 September 2010
At cost
Balance at beginning of year
Currency realignment
Additional expenditure during the year
Acquisition of business assets
Acquisition of joint venture companies
Disposal of joint venture companies
Disposal of subsidiary company
Reclassified from other investment
Write off for the year
Balance at end of year

Accumulated amortisation and impairment
Balance at beginning of year
Currency realignment
Amortisation charge for the year
- Continuing operations
- Discontinued operations
Impairment charge for the year
Disposal of subsidiary company
Write off for the year
Balance at end of year

Net book value


461,002 34,576 65,229 15,412
576,219

All intangible assets have finite useful lives of not more than 20 years, except management contracts with a cost of
$62,601,000 (2010: $62,601,000) are assessed to have an indefinite useful life and not amortised. This is the value
ascribed to management contracts entered into between a subsidiary company and an associated company. Management
is of the view that these intangible assets have an indefinite useful life as the contracts are contracts which go into
perpetuity, and will only be terminated upon the removal of the subsidiary company as the manager.

The remaining useful life of management contracts with finite useful life is 4 (2010: 5) years.

151

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

18. IMPAIRMENT TESTS FOR INTANGIBLE ASSETS

(a) Goodwill

The carrying value of the Groups goodwill arising from acquisitions of subsidiary and joint venture companies was
assessed for impairment during the financial year.



($000)

Basis on which
recoverable
values are
determined

Terminal
growth
rate

Pre-tax
Discount
rate

Carrying value of capitalised goodwill


based on cash generating units
As at 30 September 2011
Subsidiary companies:
Printing and Publishing Group
26,112
Value-in-use
0% 7.0% - 17.1%
Dairies Group
6,042 Value-in-use
0%
10.7%
Soft Drinks Group
37,539 Value-in-use
0%
10.7%

and
Fair value less

cost to sell

69,693

Joint venture companies:
Breweries Group
390,619
Value-in-use 1% - 3% 12.2% - 21.5%

and
Fair value less

cost to sell

460,312

As at 30 September 2010
Subsidiary companies:
Printing and Publishing Group
27,245
Value-in-use
0% 5.9% - 16.5%
Dairies Group
2,721
Value-in-use
0%
10.7%
Soft Drinks Group
38,282
Value-in-use
0%
10.7%

and

Fair value less

cost to sell

68,248


Joint venture companies:
Breweries Group
392,754
Value-in-use
2% 12.3% - 28.5%

and

Fair value less

cost to sell

461,002

Goodwill is allocated for impairment testing purposes to the individual entity which is also the cash generating unit.
The value-in-use calculations apply a discounted cash flow model using cash flow projections based on financial
budgets and forecasts approved by management covering 3 to 5 year periods. Cash flows beyond these periods are
extrapolated using the estimated growth rates stated in the table above. The fair value less costs to sell calculations
are based on quoted market prices obtained from active markets.

The terminal growth rate used does not exceed the long term average growth rate of the respective industry and
country in which the entity operates.

The discount rates applied to the cash flow projections reflect managements estimates of the risks specific to the
respective cash generating units at the date of assessment.

An impairment loss of $NIL (2010: $745,000) was required for the financial years ended 30 September for the
goodwill assessed.

152

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

18. IMPAIRMENT TESTS FOR INTANGIBLE ASSETS (contd)


(b)

Management contracts


The carrying value of the management contracts was assessed for impairment during the financial year.


The recoverable amount of the management contract has been determined based on value-in-use calculations
using a projection of the management fee income covering a 5 year period. The pre-tax discount applied to the
projections is 10% and the forecast growth rate used beyond the 5 year period is 2%.


No impairment loss was required for the management contracts assessed as their recoverable values were in excess
of their carrying values.

(c)
Deferred development costs

The carrying value of deferred development costs was assessed for impairment during the financial year.


An impairment loss of $1,307,000 (2010: $300,000) was recognised in the profit statement as the carrying value
was assessed to be in excess of its recoverable value.


The recoverable amount of the deferred development costs has been determined based on value-in-use calculations
using 5 year cash flow projection approved by management. The pre-tax discount rate applied to the cash flow
projections was 5.8% - 7.5% (2010: 5.8% - 7.5%) and the terminal growth rate was 0% (2010: 0%).

19. OTHER INVESTMENTS


THE GROUP

2011
($000)

2010
($000)

THE COMPANY
2011
($000)

2010
($000)

Quoted
Quoted available-for-sale financial asset
Non-equity investment
At cost
25,450 25,450
-
Equity investments
At fair value
282,317
218,138
6,191 6,252

Quoted held-to-maturity financial asset
Non-equity investment
At amortised cost
267 260 - -

Quoted total
308,034
243,848
6,191 6,252

Unquoted
Unquoted available-for-sale financial assets
Non-equity investments
At cost (less impairment loss)
121
121
-
Equity investments
At cost (less impairment loss)
87,270
70,031
14 14
At fair value
2,467
2,787
2,467
2,787

Loan and receivables
Non-equity investments in company
6,691
6,744
-
Unquoted total
Total

96,549

79,683

2,481

2,801

404,583

323,531

8,672

9,053

153

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

19. OTHER INVESTMENTS (contd)


(a)
The quoted non-equity investments carry interest rate of 6% to 8% (2010: 6% to 8%).

(b)
The unquoted non-equity investments carry interest rates of 0% to 10.4% (2010: 0% to 10.4%).

(c)
Certain unquoted investments do not have quoted market prices in an active market nor are other methods of
reasonably estimating the fair values readily available. Hence it is not practicable to determine their fair value with
sufficient reliability without incurring excessive costs.

(d)
Market value of quoted investments are determined by reference to stock exchange quoted prices.

20. OTHER ASSETS

Other assets relates to the unguaranteed residual value in relation to the Groups freehold interest retained in Alexandra
Technopark after the expiry of the 99-year lease to an associated company.

21. CASH AND BANK DEPOSITS


THE GROUP

THE COMPANY

2011
2011
2010
2010

($000)
($000)
($000)
($000)

Cash and bank balances
418,672 424,290 1,002 910
Bank fixed deposits
1,180,935 1,274,626 98,566 47,624

1,599,607 1,698,916
99,568
48,534

The weighted average effective interest rate for bank fixed deposits is 2.19% (2010: 1.71%).

Included in the Groups cash and bank balances, and bank fixed deposits are amounts of $10,769,000 (2010: $5,776,000)
and $339,253,000 (2010: $488,753,000) respectively held under the Project Account Rules (1997 Ed), withdrawals from
which are restricted to payments for development expenditure incurred on development properties held for sale.

As at 30 September 2011, cash and bank deposits held by the Group are in the following major foreign currencies:
Chinese Renminbi - 24.7% (2010: 16.9%), Australia Dollars - 5.7% (2010: 3.1%) and Malaysia Ringgit - 5.7%
(2010: 22.6%).

154

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

22. BRANDS


THE GROUP

At cost
Balance at beginning of year
Currency realignment
Additions during the year
Acquisition of joint venture companies
Disposal of joint venture companies

2011
($000)

2010
($000)

THE COMPANY
2011
($000)

2010
($000)

92,775 59,592 8,435


8,435
(2,400) 109
- - 19,243
- - 14,797
- - (966)
- -

Balance at end of year



Accumulated amortisation and impairment
Balance at beginning of year
Currency realignment
Amortisation charge for the year
- Continuing operations
- Discontinued operations
Disposal of joint venture companies

90,375 92,775 8,435

Balance at end of year

17,923

8,435

18,500
16,465
8,435
8,435
(583) 2,512
- 6 49 - - 43 - - (569)
- 18,500

8,435

8,435

Net book value


72,452 74,275
-
Included in the Groups brands are brands with indefinite useful life of carrying amount of $72,367,000
(2010: $74,184,000).



The discount rate applied to the cash flow projections is derived from the cost of capital plus a reasonable risk premium
at the date of assessment of the respective cash generating unit. The terminal growth rate used does not exceed the long
term average growth rate of the respective industry and country in which the cash generating unit operates. The pre-tax
discount rates applied to the cash flow projections ranges from 12.2% to 21.5% and terminal growth rates applied ranges
from 1% to 3%.

155

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

THE GROUP
2011
($000)

2010
($000)

23. PROPERTIES HELD FOR SALE


(a)

Development Properties Held for Sale


Properties in the course of development, at cost
4,422,286 4,897,717
Allowance for foreseeable losses
(21,785) (91,613)
4,400,501 4,806,104
223,336 410,203


Development profit

4,623,837 5,216,307
(1,127,070) (1,394,249)


Progress payments received


(b)

Balance at end of year

Balance at end of year

3,496,767

3,822,058

Completed Properties Held for Sale


Completed units, at cost
635,838
492,182
Allowance for foreseeable losses
(28,723) (5,055)
607,115

487,127

Total Properties Held for Sale


4,103,882 4,309,185

(c)
Interest capitalised during the year was $71,195,000 (2010: $97,068,000). A capitalisation rate of between 0.60%
and 9.63% (2010: 0.30% and 9.62%) per annum was used, representing the borrowing cost of the loans used to
finance the projects.

(d)
Certain subsidiary and joint venture companies have granted fixed and floating charge over their properties held
for sale totalling $1,413,472,000 (2010: $1,253,070,000) to banks as securities for credit facilities.

24. INVENTORIES

Containers
Raw materials
Manufactured inventories
Engineering spares, work-in-progress and other inventories
Packaging materials
Goods purchased for resale

28,186
32,782
113,614 109,423
116,082 135,669
46,470 50,363
36,589
25,181
32,464
38,498

373,405 391,916

(a)

Write back of allowance for inventory obsolescence during the year amounted to $2,369,000 (2010: $9,407,000).

(b)
Inventories of $611,000 (2010: $651,000) of the Groups joint venture company is secured against its bank
overdrafts.

(c)
The cost of inventories recognised as expense and included in Cost of Sales amounted to $1,093,085,000
(2010: $1,023,022,000).




156

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

25. TRADE RECEIVABLES AND OTHER RECEIVABLES


THE GROUP

2011
($000)

2010
($000)


THE COMPANY
2011
($000)

2010
($000)

961,457 1,021,283
- Trade receivables

Other receivables:
Current
Accrued income
4,680 10,305
12 4
Prepayments
89,662 122,755
11 3
Deposits paid
14,237
19,278
- Tax recoverable
25,597
21,189
-
Staff loans
6,076 6,114
-
Amount receivable from joint venture partners
3,963 9,056
- Derivative financial instruments (Note 26)
5,938 2,793 278
800
Advanced project cost paid
1,082 1,956
- Amount held in trust
85,578
-
- Sundry debtors
10,131 15,999
15 2
Other receivables
70,198
42,882
-

317,142 252,327

316

809


1,278,599 1,273,610
316
809

Non current
Prepayments
2,222
4,081
- Staff loans
1,240 979 - Loans to non-controlling interests
57,540 51,375
- Other receivables
4,210 5,121
-

65,212 61,556

- -


1,343,811 1,335,166
316
809

(a)
Included in trade receivables is an amount of $452,582,000 (2010: $548,658,000) which relates to the balance
of sales proceeds from completed properties held for sale, which will be received upon issuance of certificate of
statutory completion, notice of vacant possession, expiry of defect liability period and/or title subdivision, and
outstanding balances of progress billings which are due within 14 days after the purchasers receive notices to make
payments.

(b)
As at 30 September 2011, trade receivables and other receivables held by the Group are in the following major
foreign currencies: Malaysia Ringgit - 13.8% (2010: 14.3%), Chinese Renminbi - 8.5% (2010: 8.7%) and
Australia Dollars - 4.6% (2010: 3.3%).

(c)
Trade and other receivables of $NIL (2010: $1,319,000) of the Groups joint venture company are pledged as
security for bank overdraft.

(d)
At balance sheet date, trade receivables amounting to $11,112,000 (2010: $10,145,000) of the Groups joint
venture company have been secured by collaterals provided by customers.

(e)
Loans to a non-controlling interest are non-trade related, secured by assets in Australia, bears interest at 12.0%
(2010: 12.0%) per annum and have no fixed repayment terms.

(f)
The amount held in trust represents the net sale consideration proceeds deposited in a banks entrusted account,
with interest, in relation to the disposal of Shenyang Frasers. This sum will be remitted to the Group upon obtaining
approval from the relevant foreign exchange regulatory authorities.

157

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

25. TRADE RECEIVABLES AND OTHER RECEIVABLES (contd)


Trade receivables that are past due but not impaired
The Group has trade receivables amounting to $107,372,000 (2010: $108,100,000) that are past due at balance sheet
date but not impaired. These receivables are unsecured and the aging analysis at the balance sheet date is as follows:
THE GROUP
2011
($000)

2010

($000)

Trade receivables past due:
1 to 30 days
74,985 57,229
31 to 60 days
14,100 17,192
61 to 90 days
6,184
8,025
91 to 120 days
4,973 4,609
more than 120 days
7,130 21,045

107,372

Trade receivables that are impaired

108,100

The Groups trade receivables that are impaired at the balance sheet date and the movement of the allowance accounts
used to record the impairment are as follows:


Trade receivables - nominal amounts
Less: Allowance for impairment

THE GROUP
Collectively impaired Individually impaired
2011
2011
2010
2010
($000)
($000)
($000)
($000)
6
1,843
23,976
10,168
(6) (114)
(9,422) (9,573)
- 1,729 14,554 595

Movement in allowance accounts:


Balance at beginning of year
114 632
9,573 12,219
Charge for the year
17 90
4,084
3,842
Write back for the year
(24) (321)
(1,586) (1,770)
Acquisition of subsidiary companies
23
-
150
498
Disposal of subsidiary companies
-
-
- (373)
Write off for the year
(123)
(78)
(2,485)
(4,812)
Exchange difference
(1) (209) (219) (31)
Reclassified to asset held for sale
-
-
(95) Balance at end of year

6 114
9,422 9,573

Receivables that are individually determined to be impaired at the balance sheet date relate to debtors that are in
significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or
credit enhancement.

158

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

26. DERIVATIVE FINANCIAL INSTRUMENTS

THE GROUP
2011
($000)

2010
($000)


THE COMPANY
2011
($000)

2010
($000)

Assets
Interest rate swap
359 1,351 278
800
Forward currency contracts
5,579 1,442
-
5,938
2,793
278
800

Liabilities
Interest rate swap
22,678
21,251
- Forward currency contracts
3,362
8,740
- Others
124
-
- 26,164 29,991

- -

Net position
(20,226)
(27,198)
278
800

The Group has applied cash flow hedge accounting for interest rate swap arrangements and forward currency contracts
for which the associated floating rate loans and future capital commitments have the same critical terms, and which have
been assessed to be effective hedges. The interest on these interest rate swaps and loans are settled on a half yearly basis.

27. SHORT TERM INVESTMENTS


THE GROUP

2011
($000)

2010
($000)

Quoted
Quoted available-for-sale financial assets
Equity investments at fair value
89 100
Unquoted

Loans and receivables
Non-equity investments at cost
3,515 3,329
Total
3,604 3,429

Included in non-equity investments are notes with interest rates of 0% to 10.4% (2010: 8.9% to 11.9%) per annum and
maturing within the next 12 months.

159

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

28. ASSETS AND LIABILITIES HELD FOR SALE

The assets and liabilities held for sale relate to the sale and disposal of a printing plant in China, discontinuation of joint
ventures with certain printing companies, sale and disposal of a property investment subsidiary in Malaysia and sale and
disposal of the Groups joint venture company, HAPBC.
THE GROUP
2011
($000)

2010
($000)

Assets
Fixed assets
44,739
17,928
Other non-current assets
63,521
8,915
Current assets
11,282 11,419
119,542

38,262


Liabilities
Non-current liabilities
38,292
2,297

29. TRADE AND OTHER PAYABLES


THE GROUP

2011
($000)

2010
($000)

Trade payables

Other payables:
Current
Advances from joint venture partners
Interest payable
Accrued operating expenses
Sundry accruals
Sundry deposits
Staff costs payable
Accrual for unconsumed annual leave
Amounts due to non-controlling interests
Deferred income
Derivative financial instruments (Note 26)
Other payables

673,442 724,740

748,468 764,205

THE COMPANY
2011
($000)

2010
($000)

- -

9,276
12,757
- 21,779 25,973 2,544 2,544
184,296
203,581 656
587
129,940 153,795
143 71
53,747 47,797
- 90,568
84,149
- 10,565 9,497
- 145,878 114,923
- 1,277 4,474
- 26,164 29,991
-
74,978
77,268
1,782 2,054
5,125 5,256


1,421,910

Non-current
Deferred income
65,668
Other payables
30,546

1,488,945

5,125 5,256

-
3,869

-
- -

96,214

3,869

- -


1,518,124 1,492,814
5,125 5,256

(a)
Included in trade payables are amounts due to related parties of $1,299,000 (2010: $NIL). These amounts are
unsecured and interest-free.

(b)
Advances from joint venture partners are non-trade in nature, unsecured, interest-free and have no fixed terms of
repayment.

160

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

29. TRADE AND OTHER PAYABLES (contd)


(c)

Amounts due to non-controlling interests are non-trade in nature, unsecured, repayable in cash on demand and
interest-free, except for loans of $12,062,000 (2010: $18,109,000) which bear interest at 2.0% (2010: 3.7%) per
annum.

(d)

Included in non-current other payables is a provision of $23,169,000 (2010: $NIL) for a banks share of any future
profits arising on certain development properties held for sale in the United Kingdom in connection with the
corporate and debt restructuring of subsidiary companies during the year.

(e)
As at 30 September 2011, the trade and other payables held by the Group are in the following major currencies:
Malaysia Ringgit - 14.9% (2010: 18.8%), Chinese Renminbi - 13.8% (2010: 14.3%) and Australia Dollars - 7.6%
(2010: 2.7%).

30. BORROWINGS

Weighted
THE GROUP
THE COMPANY
average effective
2011
2011
2010
2010
interest rate
($000)
($000)
($000)
($000)
%
Notes

Repayable within one year:
Unsecured
Bank loans
4.02
275,080
687,899
- Bank overdrafts
6.60
1,043 2,569
-
276,123
690,468
Term loans
3.41
(a)
299,895 579,414

Secured
Bank loans
6.22
(b)
170,254 637,236
Bank overdrafts
10.50
(b)
929 1,224

Finance leases

171,183
638,460
345 367

- -
-

- - - -
-


747,546 1,908,709
-
Repayable after one year:
Unsecured
Bank loans
2.44
315,834
789,462
- Term loans
3.12
(a)
2,129,701 1,443,172 150,000
150,000

Secured
Bank loans
2.33
(b)
770,289
432,984
- Finance leases
76 414 -

(d)

Total

3,215,900 2,666,032 150,000 150,000


3,963,446 4,574,741 150,000

150,000

Fair value (c)


4,038,021 4,655,057 155,910

Notes

148,455

(a)

Term loans comprise variable rate notes, medium term notes, fixed rate notes, transferable term loan, commercial
papers and fixed and floating rate bonds issued by the Company and subsidiary companies.

Included in the term loans that are repayable after one year are 2.48% fixed rate 5 years and 3.15% fixed rate
7 years bonds which were offered to the public and institutional investors under the Offering Information Statement
dated 16 March 2011. These bonds are listed on the Singapore Exchange Securities Trading Limited.

161

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

30. BORROWINGS (contd)


(b)

The secured bank loans, overdrafts and term loans are secured by certain subsidiary companies by way of a charge
over fixed deposit, plant and machinery, pledge of shares of a subsidiary company, fixed and floating charge over
certain assets and mortgages on freehold and leasehold land under development.

(c)

The carrying amounts of bank borrowings and finance leases approximate fair value as they bear interest at rates
which approximate the current incremental borrowing rate for similar types of lending and borrowing arrangements
except for bank loans of $1,067,050,000 (2010: $2,022,586,000) which have a fair value of $1,141,625,000
(2010: $2,102,901,000).






The aggregate fair value of term loans are determined by reference to market value.
(d)

Maturity of non-current borrowings is as follows:


THE GROUP


Between 1 and 2 years
Between 2 and 5 years
After 5 years

2011
($000)

2010
($000)

THE COMPANY
2011
($000)

2010
($000)

591,770 597,367
- 2,069,906 1,382,288
150,000 554,224
686,377
- 150,000


3,215,900 2,666,032
150,000 150,000

(e)
As at 30 September 2011, the borrowings held by the Group are in the following major currencies: United States
Dollars - 13.6% (2010: 13.0%), Australia Dollars - 6.6% (2010: 5.6%) and Sterling Pounds - 4.4% (2010: 10.0%).
(f)

As at 30 September 2011, the Company and Group had interest rate swaps in place, which have the economic
effect of converting borrowings from fixed rates to variable rates or vice versa. The fair value of these interest rate
swaps is discussed in Note 37. The weighted average effective interest rates are as at 30 September 2011 and
include the effect of related interest rate swaps.

31. PROVISION FOR EMPLOYEE BENEFITS


THE GROUP

2011
($000)

2010
($000)

Balance at beginning of year


Currency realignment
Acquisition of joint venture companies
Disposal of joint venture companies
Write back for the year
Provision for the year
- Continuing operations
- Discontinued operations
Payment for the year

25,044
19,303
(656) 107
-
809
-
(891)
(2,907) (2)

Balance at end of year



(a)
Defined Contribution Plan

20,405 25,044

2,237
-
(3,313)

7,584
118
(1,984)

The Group makes contributions to several post employment benefit plans. Most of these plans are defined
contribution plans whereby contributions are made to approved provident and superannuation funds in
Singapore, Malaysia, Hong Kong, Australia, the USA and Europe.

162

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)


(b)

Defined Benefit Plan

The defined benefit plan in the United Kingdom is a funded, defined benefit pension scheme, the assets of which
are held in a separate trustee-administrated fund. The defined benefit plans in Malaysia and Thailand do not have
separately funded assets. They provide lump sum benefit at normal retirement age.


The major assumptions used by the qualified independent actuaries were:
2011

THE GROUP

2010

Rate of increase in salaries


5.0% to 6.0%
5.0% to 6.0%
Expected rate of return on assets
7.5% 7.0%
Discount rate
4.6% to 6.5%
4.6% to 6.5%

The following tables summarise the components of net benefit expense and benefit liability:


Net benefit expense
Benefits earned during the year
Interest cost on benefit obligation
Amortisation of unrecognised gain
Expected return on plan assets
Net actuarial (gain)/loss
Provision write back
Transition obligation recognised

Net benefit expense

Benefit liability
Present value of benefit obligation
Fair value of plan assets

Unfunded benefit obligation


Unrecognised net actuarial gain

2011
($000)

2010
($000)

1,040 1,094
2,020
2,089
(111)
(118)
(1,361) (1,357)
(1,814) 530
(686) (380)
208
(1,292) 2,446

37,734 41,641
(18,860)
(18,627)
18,874 23,014
(2,232) (2,076)

Benefit liability

Present value of unfunded benefit obligation
Present value of funded benefit obligation

16,642

37,734 41,641

(c)

20,938

14,790
16,098
22,944 25,543

Long service leave/severance allowances/gratuity


Long service leave, severance allowances and gratuity are provided by joint venture companies based on the number
of years of service the employees have rendered at the end of each financial year as required by local legislation.

163

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)

(d)
Share Options

The equity-based equity-settled share option schemes of the Group are:

Approval by Shareholders

(i)

Fraser and Neave, Limited Executives


Share Option Scheme, 1999.

(1999 Scheme)

30 September 1999

(ii)

Asia Pacific Breweries Limited Executives


Share Option Scheme.

(APBL Scheme)

21 February 1995

(iii) Fraser & Neave Holdings Bhd Executives



Share Option Scheme.

(F&NHB Scheme)

(iv)

Frasers Property (China) Limiteds


Share Option Scheme.

(FPCL Scheme)

(v)

Fraser & Neave Holdings Bhd Executives


Share Option Scheme.

(F&NHB 2007 Scheme)

20 May 2003
5 April 2007

The options granted under the above schemes are for a term of no longer than 10 years from date of grant.

Information regarding the 1999 Scheme, APBL Scheme and F&NHB Scheme
(i)

The exercise price is equal to the market value of a share based on the average of the last done price on the
exchange which the respective shares are traded, for the five market days preceding the option offer date.

(ii)
The grantee may exercise an option during the exercise period which commences 33 months after the offer
date.

(iii)
Options expire 119 months after the offer date, except for F&NHB Scheme options which expire 59 months
after the option offer date.

Information regarding F&NHB 2007 Scheme
(i)

(ii)

The maximum number of new ordinary shares of RM1.00 each in the company which may be issued on
the exercise of the F&NHB 2007 Scheme shall not exceed 10% of the issued and paid-up share capital of
F&NHB at any point of time throughout the duration of the F&NHB 2007 Scheme.

Eligible full-time executives of the group and executive directors of the company with at least one year
service shall be eligible to participate in the F&NHB 2007 Scheme.

(iii)

The allotment of an eligible executive shall not exceed the maximum limits for any specific job grade in any
one financial year and 1,000,000 new shares of the company during the tenure of the F&NHB 2007 Scheme,
subject to the limits below:

(1)
not more than 50% of the new shares of F&NHB available under the F&NHB 2007 Scheme shall
be allocated, in aggregate, to the directors and senior management of the group; and

(2)
not more than 10% of the new shares of the company available under the F&NHB 2007 Scheme
shall be allocated to any individual eligible executive who, either singly or collectively through persons
connected to that eligible executive, holds 20% or more of the issued and paid-up share capital of
the company.

(iv)
The option price shall be the five days weighted average market price of the companys shares as quoted on
Bursa Malaysia Securities Bhd immediately preceding the date of the offer, or the par value of the shares of
F&NHB, whichever is higher.

(v)
The F&NHB 2007 Scheme shall be in force for a period of 10 years from the effective date of the
implementation of the F&NHB 2007 Scheme.

164

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)


(d)

Share Options (contd)

Information regarding FPCL Scheme

(i)

(ii)

(iii)

The exercise price will be determined by FPCL Board, but shall not be less than the highest of:
(1)

the closing price as stated in the daily quotation sheet of the Stock Exchange of Hong Kong Limited
(HKEx) on the date of grant, which must be a trading day;

(2)

the average closing prices as stated in the HKExs daily quotation sheets for the five trading days
immediately preceding the date of grant; and

(3)
the nominal value of FPCL share.

The exercise period of the FPCL options granted is determinable by the FPCL Board and commences on
a specified date and ends on a date which is not later than 10 years from the date of grant of the FPCL
options.

The vesting period of the share options is in the following manner:

Vesting Schedule

Percentage of shares
over which a share option
is exercisable
Granted
Granted on or
before 2004
after 2004
(%)
(%)

Before the first anniversary of the date of grant


NIL
NIL
On or after the first but before the second anniversary of the date of grant
25
40
On or after the second but before the third anniversary of the date of grant
25
30
On or after the third but before the fourth anniversary of the date of grant
25
30
On or after the fourth anniversary of the date of grant
25
NA

In relation to the share options, if the grantee, during any of the periods specified above, exercise share options
for such number of shares which, in aggregate, represents less than the number of shares for which the eligible
participant may exercise in respect of such period, the balance of the shares comprised in that share option for
which the grantee could have exercised (but did not exercise) in that period shall be carried forward and added to
the number of shares which the grantee may exercise in the next succeeding period or periods.

165

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)


(d)

Share Options (contd)


Information with respect to the number of options granted under the respective share options scheme is as
follows:

Fraser & Neave, Limited Executives Share Option Schemes (1999)

Options

Balance
as at
1.10.2010

Offer
Date

Options
Exercised/
Lapsed

Balance
as at
30.9.2011

Exercise
Price

Exercise Period

1999 Scheme
Year 3
08.10.2001
13,930
(13,930)
-
$1.40 09.07.2004 - 08.09.2011
Year 4
01.10.2002
78,600#
(53,220)
25,380
$1.51 01.07.2005 - 31.08.2012
Year 5
08.10.2003
802,655
(624,045)
178,610
$2.12 08.07.2006 - 07.09.2013
Year 6
08.10.2004
2,213,305
(695,970) 1,517,335
$2.82 08.07.2007 - 07.09.2014
Year 7
10.10.2005
4,451,405
(1,712,855) 2,738,550
$3.46 10.07.2008 - 09.09.2015
Year 8
10.10.2006
7,236,248
(2,544,208) 4,692,040
$4.22 10.07.2009 - 09.09.2016
Year 9
10.10.2007 10,127,766
(1,568,268) 8,559,498
$5.80 10.07.2010 - 09.09.2017
Year 10 25.11.2008 13,136,223
(3,174,465) 9,961,758
$2.86 25.08.2011 - 24.10.2018

38,060,132 (10,386,961)* 27,673,171

Exercised (9,875,733); Lapsed due to Resignations (511,228).

# Included an adjustment of 41,795.



The scheme has expired and therefore no options were granted during the year.

The weighted average share price for options exercised during the year was $6.04 (2010: $4.71).



Fraser & Neave Holdings Bhd Executives Share Option Scheme
Balance
Balance
Offer
as at
Options
as at
Exercise
Options
Date
1.10.2010
Exercised
30.9.2011
Price
Exercise Period


2007
26.09.2006
115,600
(115,600)
-
RM6.12 27.06.2009 - 26.08.2011

The scheme has expired and therefore no options were granted during the year.
The weighted average share price for options exercised during the year was RM16.72 (2010: RM11.69).


Fraser & Neave Holdings Bhd Executives Share Option Scheme (F&NHB 2007 Scheme)
Balance
as at
1.10.2010 or
Offer
Offer Date
Date
if later

Options

2008
20.11.2007
2009
19.11.2008
2010
20.11.2009
2011
22.11.2010

10,244,700

Exercise Period

(1,428,800)
29,700 RM7.77/7.17 20.08.2010 - 19.10.2012
(1,715,300)
970,000 RM8.46/7.81 19.08.2011 - 18.10.2013
(92,100) 2,941,500 RM11.34/10.47 20.08.2012 - 19.10.2014
(108,600) 2,958,700
RM14.52 22.08.2013 - 21.10.2015
(3,344,800 )* 6,899,900

Exercised (3,070,600); Lapsed due to Resignations and Termination (274,200).

F&NHBs special interim single tier dividend in respect of financial year 2010 of RM1.10 per share which represent the entire gain from the
divestment of the glass container business, amounted to a capital distribution and required adjustments to be made to the Exercise Price of
the F&NHB 2007 Scheme. Accordingly, the Exercise Prices were adjusted effective 13 December 2010.

1,458,500
2,685,300
3,033,600
3,067,300

Options
Exercised/
Lapsed


Exercise
Balance Price/
as at
Adjusted
30.9.2011 Exercise Price #

The fair value of options granted during the year was RM2.33 (2010: RM1.70).
The weighted average share price for options exercised during the year was RM16.72 (2010: RM11.69).

166

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)

(d)

Share Options (contd)

Frasers Property (China) Limiteds Share Option Scheme

Options

2003
2004
2005
2006
2007
2008
2009
2010

Balance
as at
1.10.2010 or
Offer
Offer Date
Date
if later
31.12.2003
31.12.2004
30.12.2005
13.11.2006
09.11.2007
14.11.2008
13.11.2009
12.11.2010

9,875,359
10,828,103
13,125,983
14,250,737
16,550,000
15,750,000
17,800,000
14,250,000

112,430,182

Options
Exercised/
Lapsed
(86,000)
-
-
(250,000)
(500,000)
(1,300,000)
(1,350,000)
(750,000)

Balance
as at
30.9.2011

Exercise
Price

9,789,359
10,828,103
13,125,983
14,000,737
16,050,000
14,450,000
16,450,000
13,500,000

HK$0.1580
HK$0.1547
HK$0.1343
HK$0.1670
HK$0.3370
HK$0.1000
HK$0.1550
HK$0.2050

Exercise Period
31.12.2004 - 30.12.2013
31.12.2005 - 30.12.2014
30.12.2006 - 29.12.2015
13.11.2007 - 12.11.2016
09.11.2008 - 08.11.2017
14.11.2009 - 13.11.2018
13.11.2010 - 12.11.2019
12.11.2011 - 11.11.2020

(4,236,000) * 108,194,182

E xercised (2,386,000); Lapsed due to Resignations (1,850,000).

The fair value of options granted during the year was HK$0.21 (2010: HK$0.16).
The weighted average share price for options exercised during the year was HK$0.19 (2010: HK$0.19).
Asia Pacific Breweries Limited Executives Share Option Scheme
Offer
Date

Balance
as at
1.10.2010

Options
Exercised/
Lapsed

Balance
as at
30.9.2011

Options

2001
2002
2003
2004

20.12.2000
08.10.2001
15.10.2002
08.10.2003

2,750
5,650
18,000
38,800

(2,750)
(5,650)
(7,250)
(19,550)

-
-
10,750
19,250

65,200

(35,200) *

30,000


Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
Share price at date of grant (RM)
Exercise share price (RM)

Exercise
Price
$3.91
$3.79
$4.79
$6.29

Exercise Period
19.09.2003 - 18.11.2010
08.07.2004 - 07.09.2011
15.07.2005 - 14.09.2012
08.07.2006 - 07.09.2013

Exercised (33,000); Lapsed due to Expiry (2,200).




The scheme has expired in 2004 and therefore no options were granted during the year.
The weighted average share price for options exercised during the year was $23.19 (2010: $NIL).


The fair value of share options, granted during the year, as at the date of grant, is determined using the Binomial
valuation model, taking into account the terms and conditions upon which the options were granted. The inputs
to the model used are as follows:


Fraser & Neave Holdings Bhd Executives Share Option Scheme

2011
3.8
22.7
3.5
4.9
14.62
14.52

2010
3.9
21.8
3.6
4.5
11.20
11.34

167

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)

(d)

Share Options (contd)

Frasers Property (China) Limiteds Share Option Scheme


2011

2010

Dividend yield (%)


-
Expected volatility (%)
65.0
75.0
Risk-free interest rate (%)
1.7
2.0
Expected life of option (years)
10.0
10.0
Share price at date of grant (HK$)
0.21
0.16
Exercise share price (HK$)
0.21
0.16

The expected life of the option is based on historical data and is not necessarily indicative of exercise patterns that
may occur.

The expected volatility reflects the assumptions that the historical volatility is indicative of future trends, which may
also not necessarily be the actual outcome.

(e)
Phantom Share Option Plan
Asia Pacific Breweries Limited (APBL), has in place an equity-based cash-settled Phantom Share Option Plan
(APBL PSOP) which succeeded the APBL scheme. No shares will be issued and participants of the plan are not
entitled to, and have no right or interest in the shares of APBL.

The fair value of share options, granted during the year, as at the date of grant, is determined using the Binomial
valuation model, taking into account the terms and conditions upon which the options were granted. The inputs to
the model used are as follows:


Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
Share price at date of grant ($)
Exercise share price ($)

2011
4.1
19.8
0.6
3.7
18.30
17.75

2010
3.0
18.3
1.4
4.7
12.00
11.95

The expected life of the option is based on historical data and is not necessarily indicative of exercise patterns that
may occur.
The expected volatility reflects the assumptions that the historical volatility is indicative of future trends, which may
also not necessarily be the actual outcome.


Information with respect to the number of options granted under the APBL PSOP is as follows:


(i)
The exercise price is equal to the average closing market price for the thirty market days immediately before
the grant.

(ii)
The grantee may exercise an option during the exercise period which commences 33 months after the date
of grant.

(iii)
The options expire 57 months after the offer date.

168

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)


(e)

Phantom Shares Option Plan (contd)


(iv)

Upon exercise of the options, an amount in cash equal to the excess (if any) of the average of the closing
price for the thirty days immediately preceding the date the options are exercised over the exercise price,
would be paid to the grantee. In the event the excess exceeds the exercise price, the amount payable to the
grantee shall not exceed the exercise price.

Offer
Options
Date

2007
07.11.2006
2008
08.11.2007
2009
08.11.2008
2010
07.11.2009
2011
08.11.2010

Balance
as at
1.10.2010
or Offer
Date if later

Options
Exercised/
Lapsed

Balance
as at Exercise
30.9.2011
Price

1,292,650
1,446,050
1,351,700
1,417,650
1,462,400

(1,292,650)
-
(1,446,050)
-
(1,224,850)
126,850
(44,600) 1,373,050
(46,500) 1,415,900

6,970,450

(4,054,650)* 2,915,800

Exercised (3,933,800); Lapsed due to Resignation (120,850).

Exercise Period

$15.34
$13.59
$10.95
$11.95
$17.75

07.08.2009 - 06.08.2011
09.08.2010 - 06.08.2012
08.08.2011 - 07.08.2013
07.08.2012 - 07.08.2014
08.08.2013 - 08.08.2015


The fair value of options granted during the year was $1.75 (2010: $1.47).



The weighted average share price for options exercised during the year was $27.56 (2010: $13.73).


The carrying amount of the liability recognised in the Groups balance sheet relating to cash settled option
granted under the PSOP as at 30 September 2011 is $8,673,000 (2010: $5,846,000).



(f)
Share Plans

Fraser & Neave Limited Restricted Share Plan (RSP)

The RSP is a share-based incentive plan for senior executives and key senior management, which was approved by
shareholders of the Company at an Extraordinary General Meeting held on 22 January 2009.

Information regarding the RSP
(1)

Depending on the achievement of pre-determined targets over a two year period for the RSP, the final
number of restricted shares awarded could range between 0% to 150% of the initial grant of the restricted
shares.

(2)
Based on meeting stated performance conditions over a two-year performance period, 50% of the RSP
awards will vest. The balance will vest equally over the subsequent two years with fulfillment of service
requirements.

Information with respect to the number of shares granted under the RSP is as follows:

Shares

Grant Date

Balance as at
1.10.2010 or
Grant Date if later

Year 1
Year 2

14.12.2009
14.12.2010

3,131,728
2,040,530

(128,000)
(71,000)

-
32,000

3,003,728
2,001,530

5,172,258

(199,000)*

32,000#

5,005,258

Cancelled due to Resignations.

Adjustment due to new grants.

Cancelled

Adjusted

Balance
as at
30.9.2011

The expense recognised in profit statement granted under the RSP during the financial year is $8,655,000
(2010: $4,534,000).


169

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

31. PROVISION FOR EMPLOYEE BENEFITS (contd)


(f)

Share Plans (contd)


Fraser & Neave Limited Restricted Share Plan (RSP) (contd)
The estimated fair value of shares granted during the year ranges from $5.47 to $5.80 (2010: $3.41 to $3.70). The
fair value of equity-settled contingent award of shares are determined using Monte Carlo Valuation Model, which
involves projection of future outcomes using statistical distributions of key random variables including share price
and volatility of returns. The inputs to the model used are as follows:
2011
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)

3.2
41.0
0.5 to 1.0
2.1 to 4.1
6.23

2010
3.9
41.5
0.6 to 1.1
2.1 to 4.1
4.05

Fraser & Neave Limited Performance Share Plan (PSP)


The PSP is a share-based incentive plan for senior executives and key senior management, which were approved by
shareholders of the Company at an Extraordinary General Meeting held on 22 January 2009.

Information regarding the PSP


(1)

Depending on the achievement of pre-determined targets over a three year period, the final number of
restricted shares awarded could range between 0% to 200% of the initial grant of the restricted shares.

(2)

PSP awards will vest based on meeting stated performance conditions over a three-year performance
period.

Information with respect to the number of shares granted under the PSP is as follows:
Balance as at
1.10.2010 or
Grant Date if later

Balance
as at
30.9.2011

Shares

Grant Date

Cancelled

Year 1
Year 2

14.12.2009
14.12.2010

283,972
225,158

-
-

283,972
225,158

509,130

509,130

The expense recognised in profit statement granted under the PSP during the financial year is $622,000
(2010: $291,000).



The estimated fair value of shares granted during the year ranges from $4.09 to $5.98 (2010: $3.34 to $4.56).
The fair value of equity-settled contingent award of shares are determined using Monte Carlo Valuation Model,
which involves projection of future outcomes using statistical distributions of key random variables including share
price and volatility of returns. The inputs to the model used are as follows:
2011
Dividend yield (%)
Expected volatility (%)
Cost of equity (%)
Risk-free interest rate (%)
Expected life (years)
Share price at date of grant ($)



3.2
41.0
8.0
0.7
3.1
6.23

2010
3.9
41.5
7.6
0.8
3.1
4.05

170

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

32. DEFERRED TAX ASSETS AND LIABILITIES


THE GROUP
Balance Sheet
Profit Statement
2011
2011
2010
2010
($000)
($000)
($000)
($000)

THE COMPANY
Balance Sheet
2011
2010
($000)
($000)

Deferred tax liabilities


Differences in depreciation
69,683 67,612 1,406 5,391
- Tax effect on revaluation surplus
71,630
68,641
3,915
21,813
- Provisions, expenses and income
taken in a different period
48,966 26,015 32,618
13,584
- Fair value adjustments
3,887
6,813
(258)
578
352 417
Other deferred tax liabilities
2,921 9,522 2,098 (6,951)
- Gross deferred tax liabilities
197,087
178,603
39,779 34,415 352 417

Less: Deferred tax assets
Employee benefits
(5,169)
(5,490)
56 (4,331)
-
-
Unabsorbed losses and
capital allowances
(5,964) (1,961) (2,622)
2,171
-
-
Provisions, expenses and income
taken in a different period
(8,157) (9,542) 456
1,432
-
-
Fair value adjustments
(2,195) (279)
(1,941)
(281)
- Other deferred tax assets
640 (2,947) 1,216
6,284
- Gross deferred tax assets

(20,845) (20,219) (2,835) 5,275

- -

Net deferred tax liabilities


176,242
158,384
36,944 39,690 352 417

Some overseas subsidiary companies have net deferred tax assets relating to the following:

Employee benefits
(1,187) (3,079) (862) 71 - Differences in depreciation
3,578 4,123 (633) 345 - Unabsorbed losses and
capital allowances
(11,368) (16,979)
461
(2,803)
- Provisions
(5,672)
(7,231)
847 944 - Tax effect on revaluation surplus
- (967)
-
-
- Other deferred tax assets
-
(1,118)
245 (452) - Net deferred tax assets
(14,649) (25,251)
58
(1,895)
-
Deferred tax liabilities of $9,691,000 (2010: $7,975,000) have not been recognised in the consolidated financial statements
for withholding and other taxes that would be payable on the unremitted earnings of $57,005,000 at 30 September 2011
(2010: $46,912,000).





171

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

THE GROUP

33. FUTURE COMMITMENTS

2011
($000)

2010
($000)

Commitments not provided for in the financial statements:


(a) Commitments in respect of contracts placed
Fixed assets
Properties held for sale
Share of joint venture companies commitments
Others

52,272
140,388
1,316,231
626,870
326,309 154,204
141 25



(b) Other amounts approved by directors but not contracted for:
Fixed assets
Properties held for sale
Share of joint venture companies commitments

1,694,953

4,705,522

Total

6,400,475 7,784,007

921,487

74,318 104,753
4,198,222 6,507,774
432,982 249,993
6,862,520

34. LEASE COMMITMENTS


Operating Leases
Lease commitments under non-cancellable operating leases where the Group is a lessee:

Payable within one year
Payable between one and five years
Payable after five years

46,623 41,352
102,368
98,500
59,088
40,231

208,079

180,083

Operating lease expense for the year


32,447
31,603

The operating leases do not contain any escalation clauses and do not provide for contingent rents. Lease terms do not contain
restrictions on the Group activities concerning dividends, additional debts or entering into other leasing agreements.

Lease commitments under non-cancellable operating leases where the Group is a lessor:

Receivable within one year
143,960 125,252
Receivable between one and five years
163,490 137,502
Receivable after five years
611 4,607

308,061 267,361

172

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

34. LEASE COMMITMENTS (contd)


Finance Leases
Lease commitments under non-cancellable finance leases where the Group is a lessee:
THE GROUP
2011
2010
($000)
($000)
Minimum
Present
Minimum
Present
lease
value of
lease
value of
payments
payments
payments
payments
Minimum lease payments due:
Payable within one year
Payable between one and five years

359
80

345
400
368
76 423 414

Total minimum lease payments


Less: Future finance charges
Payable within one year
Payable between one and five years

439

421

(14)
(4)

- (32) - (9) -

(18)

- (41)

823

782


421
421
782
782

The finance leases do not contain any escalation clauses and do not provide for contingent rents. Lease terms do not contain
restrictions on the Group activities concerning dividends, additional debts or entering into other leasing agreements.

35. RELATED PARTY TRANSACTIONS

The following were the significant related party transactions entered into between the Group and related parties during
the year:
THE GROUP

2011
($000)

THE COMPANY

2010
($000)

(a)
Transactions with Asia Pacific Investment Pte Ltd and its subsidiary companies

Rental received
1,452
1,478
Management fees received
2,218
2,218
Sale of services
28
8
Management fees paid
(487)
(389)

(b)

2011
($000)

2010
($000)

- -
- (487)
(389)

Transactions with an entity in which an associate of the Director of the Group is a member

Fees paid for legal services


152

These transactions were based on agreed fees or terms between the parties.

152 -

173

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

36. CONTINGENCIES
(a)

Contingent Liabilities
The Company issued corporate guarantees to the extent of $4,249,514,000 (2010: $3,837,303,000) for the purpose
of assisting its subsidiary companies to obtain external borrowings. Of the $4,249,514,000 (2010: $3,837,303,000)
corporate guarantees given by the Company $3,704,835,000 (2010: $1,647,310,000) has been utilised by its
subsidiaries as security for its borrowings, and these borrowings have been included as borrowings under the
Group Balance Sheet. Any further borrowings by its subsidiary companies supported by the Company corporate
guarantees will be reported as borrowings in the Group Balance Sheet.

The Group provided an unconditional and irrevocable corporate guarantee for up to $57,000,000 to finance
the payment of development charge and construction cost of the New Wing of The Centrepoint held by
The Management Corporation Strata Title Plan No. 1298 (MCST 1298). The corporate guarantee will only be
discharged upon full repayment of the loan by the MCST 1298. The Group also provided a corporate guarantee for
$8,340,000 (Baht 200,000,000) as security for bank facility granted to a joint venture company in respect of the
acquisition of land.
The corporate guarantee of the Group and the Company matures within 1 year and are as follows:
THE GROUP


Contingent liabilities

(b)
Contingent Assets

2011
($000)

THE COMPANY
2011
($000)

2010
($000)

65,340 65,660
4,249,514

3,837,303

2010
($000)

As announced on 9 June 2010, the Group through Fraser Centrepoint Limiteds subsidiary company, Frasers Property
(China) Limited (FPCL) has reached a preliminary settlement with the relevant Shenzhen authorities in relation to
the future development plans for the Phase 3 site of its Vision Shenzhen Business Park project located in Shenzhen,
the Peoples Republic of China. Currently, the project has not been recognised as the recoverability does not meet
certainty criteria. On signing the ancillary agreements with finalised land planning parameters with the authorities,
the project will be recognised at approximately HK$217,000,000 (or approximately $36,152,000).

37. FINANCIAL RISK MANAGEMENT

The Company and the Group are exposed to financial risks, including primarily the effects of changes in currency exchange
rates and interest rates and use derivatives and other instruments in connection with their risk management activities. The
Company and the Group do not hold or issue derivative financial instruments for trading purposes.

The Group has established processes to monitor and control hedging transactions in a timely and accurate manner.

These policies are reviewed regularly by the Audit and Executive Committees to ensure that the Groups policies and
guidelines are adhered to. The Groups accounting policies in relation to derivatives are set out in Note 2.

174

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(a)

Foreign Currency Risk


The Group has exposure to foreign exchange risk as a result of transactions denominated in foreign currencies,
arising from normal trading and investment activities. Where exposures are certain, it is the Groups policy to hedge
these risks as they arise. For those exposures less certain in their timing and extent, it is the Groups policy to cover
50% to 90% of anticipated exposures for a maximum period of 12 months forward. The Group uses foreign
currency forward exchange contracts to manage these foreign exchange risks.

At 30 September 2011, the Group had entered into foreign currency forward exchange buy contracts amounting
to $87 million (2010: $72 million) and sell contracts amounting to $453 million (2010: $212 million). The fair value
adjustments of the buy contracts and sell contracts (which is the difference between the notional principal amount
and market value of the contracts) are loss of $774,000 (2010: $3,715,000) and gain of $2,991,000 (2010: loss of
$3,583,000) respectively.

The fair values of foreign currency forward exchange contracts have been calculated using rates quoted by the
Groups bankers to terminate the contracts at the balance sheet date.

Sensitivity analysis for foreign currency risk


The following table demonstrates the sensitivity of the Groups total equity and the Groups profit net of tax to a
reasonably possible 10% strengthening of the Australian Dollar, Sterling Pound, United States Dollar, Vietnamese
Dong, Hong Kong Dollar, Euro and Singapore Dollar exchange rates against the respective functional currencies of
the Group entities, with all other variables held constant.
THE GROUP
THE COMPANY
Equity Profit Equity Profit
($000) ($000) ($000) ($000)


Year Ended 30 September 2011
Australian Dollar
-
(11,055)
-
68
Sterling Pound
-
(57)
-
United States Dollar
(725)
(65,085)
-
106
Vietnamese Dong
27,512
381
-
Hong Kong Dollar
-
22
-
Euro
19
(1,055)
-
Singapore Dollar
-
264
-

Year Ended 30 September 2010
Australian Dollar
-
(10,364)
-
95
Sterling Pound
-
(39)
-
United States Dollar
-
(48,736)
-
(512)
Vietnamese Dong
27,482
429
-
-
Hong Kong Dollar
-
34
-
Euro
-
1,875
-
-
Singapore Dollar
-
(546)
-

A 10% weakening of the above currencies at the balance sheet date would have had the equal but opposite effect
on the respective functional currencies of the Group entities to the amounts shown above, on the basis that all
other variables remain constant.

175

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(b)

Liquidity Risk
The Companys and the Groups exposure to liquidity risk arises in the general funding of the Companys and
the Groups business activities. It includes the risks of being able to fund business activities in a timely manner.

The Group adopts a prudent approach to managing its liquidity risk. The Group always maintain sufficient cash and
marketable securities, and have available funding through diverse sources of committed and uncommitted credit
facilities from various banks.

The table below analyses the maturity profile of the Groups and Companys financial liabilities (including derivative
financial instruments) based on contractual undiscounted cash flows.
Cash Flows

Between
Carrying Less than
1 and 5 Over
amount
1 year years
5 years
($000)
($000 ) ($000)
($000 )

The Group

Year Ended 30 September 2011


Derivative financial instruments
Interest rate swaps
Forward currency contracts
Others

Non-derivative financial instruments
Trade payables
Other payables
Borrowings
Amount due to joint venture companies
Amount due to associated companies


Year Ended 30 September 2010
Derivative financial instruments
Interest rate swaps
Forward currency contracts

Non-derivative financial instruments
Trade payables
Other payables
Borrowings
Amount due to joint venture companies
Amount due to associated companies


22,319
(2,217)
124

8,720
(2,217)
124

13,599
-
-

673,442
713,549
3,963,446
14,263
3,043

673,442
683,003
841,184
14,263
3,043

-
30,546
2,897,101
-
-

587,838
-

5,387,969

2,221,563

2,941,246

587,838

19,900
7,298

4,466
7,298

15,143
-

724,740
723,018
4,574,741
6,350
954

724,740
719,149
1,973,328
6,350
954

-
2,993
2,050,199
-
-

876
701,996
-

6,057,001

3,436,285

2,068,335

703,163

291
-

176

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(b)

Liquidity Risk (contd)


Cash Flows

Between
Carrying Less than
1 and 5 Over
amount
1 year years
5 years
($000)
($000 ) ($000)
($000 )

The Company

Year Ended 30 September 2011


Derivative financial instruments
Interest rate swaps

Non-derivative financial instruments
Other payables
Amount due to subsidiary companies
Borrowings


Year Ended 30 September 2010
Derivative financial instruments
Interest rate swaps

Non-derivative financial instruments
Other payables
Amount due to subsidiary companies
Borrowings


(c)
Credit Risk

(278) -
(278) -

4,982
5,164
150,000

4,982
-
5,164
-
5,445 166,469

159,868 15,591 166,191

(800)

(800)

4,145
12,986
150,000

4,145
12,986
5,430

-
-
16,498

155,430

166,331

21,761

16,498

155,430

At the balance sheet date, the Companys and the Groups total exposure to credit risk in the event that the
counterparties fail to perform their obligations is represented by the carrying amount of each class of financial
assets recognised in the balance sheets, including derivatives with positive fair values.

177

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(c)

Credit Risk (contd)


Credit risk concentration profile
The Group determines concentrations of credit risk by monitoring the country and business segment profile of its
trade receivables on an ongoing basis. The credit risk concentration profile of the Groups trade receivable at the
balance sheet date is as follows:


By Geographical Segment:
Singapore
Malaysia
Other ASEAN
North/South Asia
Oceania
Europe & USA


By Business Segment:
Soft Drinks
Dairies
Breweries
Printing & Publishing
Commercial Property
Development Property
Others

THE GROUP
2011
2010
($000) % of total
($000) % of total
595,297 61% 665,250 65%
169,514 18%
168,249
16%
65,369 7% 55,909 6%
38,249 4%
48,047
5%
87,555 9% 72,641 7%
5,473 1%
11,187
1%
961,457 100%

1,021,283

100%

97,933 10%
81,903
8%
144,743 15% 130,195 13%
118,942 12%
98,751
10%
98,450 10%
94,380
9%
16,592 2% 2,905 0%
463,218 48%
592,155
58%
21,579 3% 20,994 2%


961,457 100% 1,021,283
100%

The Company and the Group have no significant concentration of credit risk. The Company and the Group have
policies in place to monitor its credit risk. Contractual deposits are collected and scheduled progress payments are
received from the buyers when due. Title to properties are only transferred upon full settlement. Sales of products
and services are made to customers with an appropriate credit history.

Cash and fixed deposits are placed in banks and financial institutions which are regulated. The Group limits its credit
risk exposure in respect of investments by only investing in liquid securities and only with counterparties that have
a sound credit rating. Management does not expect any counterparty to fail to meet its obligations.

Information regarding financial assets that are either past due or impaired and aging analysis is disclosed in Note 25.
Management believes that no additional credit risk beyond that provided for is inherent in the Groups trade and
other receivables.

With respect to derivative financial instruments, credit risk arises from the potential failure of counterparties to meet
their obligations under the contract or arrangement. The Groups total credit risk exposure for foreign exchange
contracts and interest rate swap contracts are limited to the fair value adjustments of these contracts. It is the
Companys and the Groups policy to enter into financial instruments with a diversity of credit worthy counterparties.
The Company and the Group do not expect to incur material credit losses on their financial assets or other financial
instruments.


The Company and the Group do not have significant exposure to any individual customer or counterparty.

178

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(d)

Interest Rate Risk


The Companys and the Groups exposure to market risk for changes in interest rates relate primarily to debt
obligation with financial institutions. The Companys and the Groups policy is to manage interest cost using a mix of
fixed and variable rate debts, and interest rate economic effect of converting borrowings from fixed rates to variable
rates or vice versa.

Under the interest rate swaps, the Company and the Group agree with other parties to exchange, at specified
intervals mainly quarterly, the difference between fixed rate and floating rate interest amounts calculated by
reference to the agreed notional principal amounts.

The Company and the Group have the following interest rate swap arrangements in place:
THE GROUP
2011
($000)

2010
($000)

915,536

586,840

Notional Amount

THE COMPANY
2011
($000)

2010
($000)

100,000 100,000

Net Fair Value


Fair value gain on interest rate swap contracts
359 1,351 278
800
Fair value loss on interest rate swap contracts
(22,678) (21,251)
-
At 30 September 2011 the fixed interest rate of the outstanding interest rate swap contract is between 0.5% to
4.3% (2010: 1.6% to 4.7%), while the floating interest rates are mainly linked to Singapore Interbank Offered
Rates.

The following table sets out the carrying amount, by maturity, of the Groups financial instruments that are exposed
to interest rate risk:
Floating rates


The Group

Year Ended 30 September 2011


Assets
Cash and bank deposits
Other financial assets

Liabilities
Borrowings

Year Ended 30 September 2010
Assets
Cash and bank deposits
Other financial assets

Liabilities
Borrowings

($000)

156,260
-

Less than
1 year
($000 )

1,168,020
3,515

Fixed rates

Between After
1 to 5 years
5 years

($000 )
($000 )

-
34,374

57,540

1,757,605 322,788 1,512,595 370,458

213,920
-

1,247,530
3,329

641
36,205

114,923

2,505,215

647,724

923,130

498,672

179

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(d)

Interest Rate Risk (contd)


Floating rates

($000)

Less than
1 year
($000 )

Fixed rates

Between After
1 to 5 years
5 years

($000 )
($000 )

The Company
Year Ended 30 September 2011
Assets
Cash and bank deposits
-
98,566
-

Liabilities
Borrowings
-
-
150,000

Year Ended 30 September 2010
Assets
Cash and bank deposits
-
47,624
-

Liabilities
Borrowings
-
-
-
150,000

Interest on financial instruments classified as floating rate is repriced at intervals of less than one year. Interest
on financial instruments classified as fixed rate is fixed until the maturity of the instrument or for which interest
rate swaps have been entered into. The other financial instruments of the Group and the Company that are not
included in the above tables are non-interest bearing and are therefore not subject to interest rate risk.

The Company and the Group are in a net finance cost position for the years ended 30 September 2011 and 2010.


Sensitivity analysis for interest rate risk
It is estimated that a hundred basis points increase/decrease in interest rate, with all other variables held constant,
would decrease/increase the Groups profit after tax and net loss in hedging reserve by approximately $13,291,000
(2010: $19,018,000) and $16,100,000 (2010: $5,000,000) respectively, arising mainly as a result of higher/lower
interest expense on net floating borrowing position and increase/decrease in the fair value of derivatives held for
hedging respectively. The analysis is performed on the same basis for 2010.

180

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(e)

Market Price Risk

The Company and the Group are exposed to market price risk and the risk of impairment in the value of investments
held. The Company and the Group manage the risk of impairment by evaluation of investment opportunities,
continuously monitoring the performance of investments held and assessing market risk relevant to which the
investments operate.

Sensitivity analysis for quoted investment risk
If prices for available-for-sale investments increase by 10% with all other variables including tax rate being held
constant, the impact on fair value adjustment reserve will be as follows:
THE GROUP

2011
($000)

2010
($000)

THE COMPANY
2011
($000)

2010
($000)

(f)

Fair value adjustment reserve


30,138 23,733 514 519

There will be no impact to profit after tax.

A 10% decrease in the underlying equity prices would have had the equal but opposite effect to the amounts
shown above. The analysis is performed on the same basis for 2010 and assumes that all other variables remain
constant.

Fair Values

The following methods and assumptions are used to estimate the fair value of each class of financial instruments
for which it is practicable to estimate that value:

(i)
Cash and bank balances, other receivables and other payables

(ii)

The carrying amounts of these items approximate fair value due to their short term nature.

Trade receivables and trade payables

The carrying amounts of receivables and payables approximate fair value because these are subject to normal
trade credit terms.

(iii)

Amounts due from/to related companies


The carrying amounts of amounts due from/to related companies in current assets and current liabilities
approximate fair value due to their short term nature. For amounts due from related companies included in
long term assets, no disclosure of the fair value has been made, as it is not practicable to determine the fair
value with sufficient reliability since these balances have no fixed terms of repayment.

(iv)

Short term and other investments

Market value of quoted investment is determined by reference to stock exchange quoted prices.

Certain unquoted investments do not have quoted market prices in an active market nor are there other
methods of reasonably estimating the fair value readily available. It is not practicable to determine fair value
with sufficient reliability without incurring excessive costs.

Bank borrowings and term loans

(v)

The fair value of fixed rate bank borrowings and term loans are disclosed in Note 30. The carrying values
of bank borrowings, and term loans maturing within one year and the floating rates borrowings and loans
approximate their fair value.

181

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(f)

Fair Values (contd)


(vi)

Fair value of financial instruments that are carried at fair value

The following table shows an analysis of financial instruments carried at fair value by level of fair value
hierarchy:
Quoted prices in Significant
active markets
other Significant

for identical observable unobservable
instruments inputs inputs

(Level 1)
(Level 2)
(Level 3) Total
($000) ($000) ($000) ($000)

The Group
Year Ended 30 September 2011
Financial Assets
Other investments (Note 19)
Quoted - Equity investments
Unquoted - Equity investments

Derivative financial instruments (Note 26)

Short term investments (Note 27)
Quoted - Equity investments

Financial Liabilities
Derivative financial instruments (Note 26)

Year Ended 30 September 2010
Financial Assets
Other investments (Note 19)
Quoted - Equity investments
Unquoted - Equity investments

Derivative financial instruments (Note 26)

Short term investments (Note 27)
Quoted - Equity investments


Financial Liabilities
Derivative financial instruments (Note 26)

282,317
-

-
2,467

-
-

282,317
2,467

5,938

5,938

-
8,405

-
89
- 290,811

89
282,406
-

26,164

26,164

218,138
-

-
2,787

-
-

218,138
2,787

2,793

2,793

100
218,238

-
5,580

-
-

100
223,818

29,991

29,991

Fair value hierarchy


The Group classify fair value measurement using a fair value hierarchy that reflect the significance of the inputs used
in making the measurements. The fair value hierarchy have the following levels:

Level 1 - Quoted prices in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly
Level 3 - Inputs for the asset or liability that are not based on observable market data

Quoted equity instruments: Fair value is determined directly by reference to their published market bid price at the
balance sheet date.


Derivatives: The fair value of interest rate swap contracts and foreign currency forward contracts is determined by
reference to market values for similar instruments.


There have been no transfers between Level 1 and Level 2 during the financial year.

182

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(g)

Classification of Financial Instruments


Set out below is a comparison by category of carrying amounts of all the Groups financial instruments that are
carried in the financial statements:
Fair value
Loans through Derivatives
and profit
used for Available receivables
and loss hedging for-sale
($000) ($000) ($000) ($000)

Liabilities Non at
financial
Held-to- amortised assets/
maturity cost liabilities Total
($000) ($000) ($000) ($000)


The Group
Year Ended 30 September 2011
Assets
Fixed assets
-
Investment properties
-
Joint venture companies
6,117
Associated companies
31,204
Intangible assets
-
Brands
-
Other investments
6,691
Other receivables
245,838
Other assets
-
Deferred tax assets
-
Properties held for sale
-
Inventories
-
Trade receivables
961,457
Short term investments
3,515
Bank fixed deposits
1,180,935
Cash and bank balances
418,672
Assets held for sale
-

-
-
-
-
-
-
-
5,695
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
-
243
-
-
-
-
-
-
-
-
-

-
-
-
-
-
-
397,625
-
-
-
-
-
-
89
-
-
-

-
-
-
-
-
-
267
-
-
-
-
-
-
-
-
-
-

2,854,429
5,695 243
397,714 267

-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-

1,187,048
2,476,740
60,101
1,364,177
570,565
72,452
-
130,578
41,000
14,649
4,103,882
373,405
-
-
-
-
119,542

1,187,048
2,476,740
66,218
1,395,381
570,565
72,452
404,583
382,354
41,000
14,649
4,103,882
373,405
961,457
3,604
1,180,935
418,672
119,542

-
10,514,139
13,772,487

L iabilities
Trade payables
Other payables
Joint venture companies
Associated companies
Borrowings
Provision for taxation
Liabilities held for sale
Provision for employee benefits
Deferred tax liabilities

-
-
-
-
-
-
-
-
-

-
3,188
-
-
-
-
-
-
-

-
22,976
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-

- 673,442
- 713,549
-
14,263
-
3,043
- 3,963,446
-
-
-
-
-
-
-
-

- 673,442
104,969
844,682
-
14,263
-
3,043
- 3,963,446
317,648
317,648
38,292
38,292
20,405
20,405
176,242
176,242

3,188

22,976

- 5,367,743

657,556 6,051,463

183

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(g)

Classification of Financial Instruments (contd)


Fair value
Loans through Derivatives
and profit
used for Available receivables
and loss hedging for-sale
($000) ($000) ($000) ($000)

Liabilities Non at
financial
Held-to- amortised assets/
maturity cost liabilities Total
($000) ($000) ($000) ($000)


The Group
Year Ended 30 September 2010
Assets
Fixed assets
- - - - - -
1,104,216
1,104,216
Investment properties
- - - - - -
2,139,026
2,139,026
Joint venture companies
6,542
-
-
-
-
-
89,837
96,379
Associated companies 30,551 - - - - -
1,335,496
1,366,047
Intangible assets
- - - - - -
576,219
576,219
Brands
- - - - - -
74,275
74,275
Other investments
6,744
-
-
316,527
260
-
-
323,531
Other receivables
166,804
2,242
551
-
-
-
144,286
313,883
Other assets
-
-
-
-
-
-
41,000
41,000
Deferred tax assets
- - - - - -
25,251
25,251
Properties held for sale
-
-
-
-
-
- 4,309,185 4,309,185
Inventories
- - - - - -
391,916
391,916
Trade receivables
1,021,283
-
-
-
-
-
- 1,021,283
Short term investments 3,329 - -
100 - - -
3,429
Bank fixed deposits 1,274,626 - - - - - -
1,274,626
Cash and bank balances
424,290 - - - - - -
424,290
Assets held for sale
-
-
-
-
-
-
38,262
38,262

2,934,169
Liabilities
Trade payables
-
Other payables
-
Joint venture companies
-
Associated companies
-
Borrowings
-
Provision for taxation
-
Liabilities held for sale
-
Provision for employee benefits
-
Deferred tax liabilities
-

2,242

551

316,627

-
6,947
-
-
-
-
-
-
-

-
23,044
-
-
-
-
-
-
-

-
-
-
-
-
-
-
-
-

- 724,740
- 723,018
-
6,350
-
954
- 4,574,741
-
-
-
-
-
-
-
-

- 724,740
15,065
768,074
-
6,350
-
954
- 4,574,741
313,775
313,775
2,297
2,297
25,044
25,044
158,384
158,384

6,947

23,044

- 6,029,803

514,565 6,574,359

260

- 10,268,969 13,522,818

184

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

37. FINANCIAL RISK MANAGEMENT (contd)


(g)

Classification of Financial Instruments (contd)



Fair value
Liabilities
Non-financial

Loans and through Available- at assets/

receivables profit and loss for-sale amortised cost liabilities Total
($000) ($000) ($000) ($000) ($000) ($000)


The Company
Year Ended 30 September 2011
Assets
Subsidiary companies
516,351
-
- (104,698) 3,315,653 3,727,306
Joint venture companies
-
-
-
-
434,421
434,421
Associated companies
-
-
-
-
82,383
82,383
Other investments
-
-
8,672
-
-
8,672
Other receivables
27
278
-
-
11
316
Bank fixed deposits
98,566
-
-
-
-
98,566
Cash and bank balances
1,002
-
-
-
-
1,002

615,946
278
8,672 (104,698) 3,832,468 4,352,666
Liabilities
Other payables
-
-
-
4,982
143
5,125
Subsidiary companies
-
-
-
5,164
-
5,164
Borrowings
-
-
-
150,000
-
150,000
Provision for taxation
-
-
-
-
18,961
18,961
Deferred tax liabilities
-
-
-
-
352
352

-
-
-
160,146
19,456
179,602

Year Ended 30 September 2010
Assets
Subsidiary companies
486,434
-
-
(104,494) 3,177,787 3,559,727
Joint venture companies
-
-
-
-
434,421
434,421
Associated companies
-
-
-
-
82,383
82,383
Other investments
-
-
9,053
-
-
9,053
Other receivables
6
800
-
-
3
809
Bank fixed deposits
47,624
-
-
-
-
47,624
Cash and bank balances
910
-
-
-
-
910

534,974
800
9,053
(104,494) 3,694,594 4,134,927
Liabilities
Other payables
-
-
-
4,145
1,111
5,256
Subsidiary companies
-
-
-
12,986
-
12,986
Borrowings
-
-
-
150,000
-
150,000
Provision for taxation
-
-
-
-
15,491
15,491
Deferred tax liabilities
-
-
-
-
417
417

167,131

17,019

184,150

185

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

38. UNUSUAL ITEM


As previously announced in September 2003, the former Finance Manager of a joint venture company, Asia Pacific Breweries
(S) Pte Ltd (APBS), Chia Teck Leng (CTL), was arrested by the Commercial Affairs Division and subsequently charged
in Court and convicted on multiple charges for cheating and using forged documents to obtain and operate unauthorised
bank accounts in the name of APBS with CTL as the sole signatory.

In September 2004, four banks, Bayerische Hypo-und Vereinsbank Aktiengesellschaft (HVB), Skandinaviska Enskilda
Banken (SEB), Mizuho Corporate Bank Ltd (Mizuho) and Sumitomo Mitsui Banking Corporation (Sumitomo),
commenced separate actions against APBS. The breakdown of the respective claims by the four banks is as follows:

HVB: USD32,002,333, alternatively in tort, USD30,000,000
SEB: USD26,559,372, alternatively in restitution, SGD29,468,723
Mizuho: USD8,024,046
Sumitomo: SGD10,323,208

In October 2007, Mizuho and Sumitomo decided not to continue with their respective suits. Mizuho withdrew its action,
with costs to be paid to APBS while Sumitomos action was dismissed with costs.

The court hearing for the remaining suits has ended. In the judgement released on 31 August 2009, the High Court
dismissed SEBs and HVBs claims in full. However, the court also held that APBS did not have a valid change of position
defence in respect of the sum of $347,671 and held that SEB was entitled to judgement in the sum of $347,671
(SEB Judgement Sum) together with interest thereon. On 29 September 2009, SEB and HVB filed their notices of appeal
against the entire High Court decision. On 27 April 2010, the appeal was heard by the Court of Appeal.

In the Court of Appeal judgement released on 19 May 2011, the Court of Appeal upheld the High Courts decision and
dismissed the appeals by SEB and HVB in full, with costs awarded in favour of APBS. APBS has since paid the Judgement
Sum and is in the midst of recovering costs from SEB and HVB for both the High Court and Court of Appeal proceedings.
If parties do not reach a settlement on costs, the issue of costs will proceed to taxation i.e. formal assessment by the Court
on costs.

39. CAPITAL MANAGEMENT


The primary objective of the Groups capital management is to ensure that it maintains healthy capital ratios to support its
business and maximise shareholder value. No changes were made in the objectives, policies or processes during the years
ended 30 September 2011 and 2010.

The Group monitors its cashflow, debt maturity profile, cost of funds, overall liquidity position and gearing ratio on a
continuous basis. The Groups policy is to keep gearing ratio at not more than 80% of total equity.

The gearing ratio is calculated as net borrowings divided by total equity. Net borrowings is calculated as borrowings less
cash and bank deposits. Total equity is calculated as shareholders fund plus non-controlling interests.
THE GROUP

2011
($000)

2010
($000)

THE COMPANY
2011
($000)

2010
($000)


Cash and bank deposits
Borrowings

1,599,607 1,698,916
99,568
48,534
(3,963,446) (4,574,741) (150,000) (150,000)

Net borrowings

(2,363,839) (2,875,825)

(50,432) (101,466)

Shareholders fund
6,882,210 6,142,798 4,173,064 3,950,777
Total equity (including non-controlling interests)
7,721,024 6,948,459 4,173,064 3,950,777

Net borrowings/Shareholders fund
0.34 0.47 0.01 0.03
Net borrowings/Total equity
0.31 0.41 0.01 0.03

Certain entities in the Group are required to comply with certain externally imposed capital requirements in respect of certain
external borrowings. The Group and the Company are in compliance with all externally imposed capital requirements.

186

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

40. NEW ACCOUNTING STANDARDS AND FRS INTERPRETATION


The Group has not adopted the following relevant standards and interpretations that have been issued as at balance sheet
date but are not yet effective:



Description

Revised FRS 24
Related Party Disclosures
Amendments to INT FRS 114
Prepayments of a Minimum Funding Requirement
INT FRS 115
Agreements for the Construction of Real Estate
Amendments to FRS 107 Disclosures Transfer of Financial Assets
Amendments to FRS 12 Deferred Tax Recovery of Underlying Assets
Amendments to FRS 1
Presentation of Items of Other Comprehensive Income
Revised FRS 19
Employee Benefits
FRS 27
Separate Financial Statements
FRS 28
Investments in Associates and Joint Ventures
FRS 110
Consolidated Financial Statements
FRS 111
Joint Arrangements
FRS 112
Disclosures of Interests in Other Entities
FRS 113
Fair Value Measurements

Improvements to FRSs 2010:
Amendments to FRS 107
Financial Instruments: Disclosures
Amendments to FRS 1
Presentation of Financial Statements
FRS 34
Interim Financial Reporting

Effective for annual


periods beginning
on or after
1 January 2011
1 January 2011
1 January 2011
1 July 2011
1 January 2012
1 July 2012
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013

1 January 2011
1 January 2011
1 January 2011

Except for the Revised FRS 24, the Amendments to FRS 1, Amendments to FRS 12, FRS 110, FRS 10, FRS 27, FRS 111,
FRS 112, INT FRS 114 and INT FRS 115, the Directors expect that the adoption of the other standards and interpretations
above will have no material impact on the financial statements in the period of initial application. The nature of the
impending changes in accounting policy on adoption of the following FRS and INT FRS are described below.

(a)
Revised FRS 24 Related Party Disclosures

(b)

The Revised FRS 24 clarifies the definition of a related party to simplify the identification of such relationships and
to eliminate inconsistencies in its application. The Revised FRS 24 expands the definition of a related party and
would treat two entities as related to each other whenever a person (or a close member of that persons family)
or a third party has control or joint control over the entity, or has significant influence over the entity. The revised
standard also introduces a partial exemption of disclosure requirements for government-related entities. The Group
is currently determining the impact the changes to the definition of a related party has on the disclosure of related
party transaction.

The Group will apply the Revised FRS 24 from 1 October 2011. As this is a disclosure standard, it will have no impact
on the financial position or financial performance of the Group when implemented.

Amendments to FRS 1 Presentation of Items of Other Comprehensive Income

The Amendments to FRS 1 changes the grouping of items presented in other comprehensive income (OCI). Items
that could be reclassified to profit or loss at a future point in time would be presented separately from items which
will never be reclassified. As the Amendments only affect the presentation of items that are already recognised
in OCI, the Group does not expect any impact on its financial position or performance upon adoption of this
standard.

187

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

40. NEW ACCOUNTING STANDARDS AND FRS INTERPRETATION (contd)

(c)

Amendments to FRS 12 Deferred Tax: Recovery of Underlying Assets

(d)

The Amendments to FRS 12 apply to the measurement of deferred tax liabilities and assets arising from investment
properties measured using the fair value model under FRS 40 Investment Property, including investment property
acquired in a business combination and subsequently measured using the fair value model. For the purposes
of measuring deferred tax, the Amendments introduce a rebuttable presumption that the carrying amount of
an investment property measured at fair value will be recovered entirely through sale. The presumption can be
rebutted if the investment property is depreciable and is held within a business model whose objective is to
consume substantially all of the economic benefits over time, rather than through sale.

The Group provides for deferred tax liabilities for its investment properties on the basis that the carrying amount of
the investment properties will be recovered through use. Upon adoption of the Amendments to FRS 12, there is a
presumption that the carrying amount of an investment property measured at fair value will be recovered entirely
through sale. Accordingly, there will be no deferred tax liability on investment properties in Singapore as there is no
capital gains tax in Singapore. The Group expects the adoption of Amendments to FRS 12 to result in a decrease in
deferred tax liabilities of the Group and a corresponding increase in retained earnings upon initial application of the
amendments.

The Group will apply the Amendments to FRS 12 from 1 October 2012.




FRS 110/IFRS 10 Consolidated Financial Statements and FRS 27 Separate Financial Statements (Revised)

(e)

FRS 110/IFRS 10 establishes a single control model that applies to all entities (including special purpose entities).
The changes introduced by FRS 110/IFRS 10 will require the management to exercise significant judgement to
determine which entities are controlled, and therefore are required to be consolidated by the Group, compared
with the requirements that were in FRS 27. Therefore, FRS 110/IFRS 10 may change which entities are consolidated
within a group. The revised FRS 27 was amended to address accounting for subsidiaries, jointly controlled entities
and associates in separate financial statements.

The Group is currently determining the impact of the changes to the concept of control.

FRS 111/IFRS 11 Joint Arrangements and FRS 28 Investment in Associates and Joint Ventures (Revised)
FRS 111/IFRS 11 classifies joint arrangements either as joint operations or joint ventures. Joint operation is a joint
arrangement hereby the parties that have rights to the assets and obligations for the liabilities whereas joint venture
is a joint arrangement whereby the parties that have joint control of the arrangement has rights to the net assets
of the arrangement. FRS 111/IFRS 11 requires the determination of joint arrangements classification to be based
on the parties rights and obligations under the arrangement, with the existence of a separate legal vehicle no
longer being the key factor. FRS 111/IFRS 11 disallows proportionate consolidation and requires joint venture to
be accounted for using the equity method. The revised FRS 28 was amended to describe the application of equity
method to investments in joint ventures in addition to associates.

The Group currently applies proportionate consolidation for its joint ventures. Upon adoption of FRS 111/IFRS
11, the Group expects the change to equity accounting for these joint ventures will affect the Groups financial
statements presentation.

188

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

40. NEW ACCOUNTING STANDARDS AND FRS INTERPRETATION (contd)


(f)

FRS 112/IFRS 12 Disclosure of Interests in Other Entities


FRS 112/IFRS 12 is a new and comprehensive standard on disclosure requirements for all forms of interest in other
entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles.
FRS 112/IFRS 12 requires an entity to disclose information that helps users of its financial statements to evaluate
the nature and risks associated with its interests in other entities and the effects of those interests on its financial
statements.

The Group is currently determining the impact of the disclosure requirements. As this is a disclosure standard, it will
have no impact on the financial position or financial performance of the Group when implemented.

(g)

Amendments to INT FRS 114 Prepayments of a Minimum Funding Requirement

(h)

The changes to INT FRS 114 require entities sponsoring defined benefit plans to assess whether prepayments have
been made that now need to be re-assessed for their impact on recoverability on pension assets. Entities applying
the corridor to recognise actuarial gains and losses may also need to take into account the potential interaction
between corridor and the recoverability of plan assets.

The Group will apply INT FRS 114 from 1 October 2011.





INT FRS 115 Agreements for the Construction of Real Estate
On 26 August 2010, the Accounting Standards Council issued INT FRS 115 with an accompanying note that explains
the application of the Interpretation to property development sales in Singapore by considering the Singapore legal
framework. INT FRS 115 supersedes RAP 11 Pre-Completion Contracts for the Sale of Development Property and
becomes effective for annual periods beginning on or after 1 January 2011. When adopted INT FRS 115 is to be
applied retrospectively.

INT FRS 115 clarifies when revenue and related expenses from a sale of real estate unit should be recognised if an
agreement between a developer and a buyer is reached before the construction of real estate is completed. INT
FRS 115 determines that contracts which do not classify as construction contracts in accordance with FRS 11 can
only be accounted for using the percentage of completion (POC) method if the entity continuously transfers to
the buyer control and the significant risks and rewards of ownership of the work in progress in its current state as
construction progresses.

The Groups current accounting policy for all residential property sales is to recognise revenue using the POC method
as construction progresses. When the Group applies INT FRS 115 in the financial year ended 30 September 2012
retrospectively, the 2011 comparatives for revenue and net profit after tax are expected to increase by approximately
$92,337,000 and $29,499,000 respectively. The properties held for sale and deferred income as at 30 September
2011 are also expected to decrease by approximately $43,614,000 and increase by approximately $1,526,000
respectively.

(i)

RAP 11 Pre-Completion Contracts for the Sale of Development Property


For the current financial year, RAP 11 is still applicable in Singapore. This statement mentioned that a property
developers sales and purchase agreement is not a construction contract as defined in FRS 11 (Construction Contract)
and the POC method of recognising income, which is allowed under FRS 11 for construction contracts may not be
applicable for property developers.

The relevant standard for revenue recognition by property developers is FRS 18 (Revenue), which addresses revenue
recognition generally and for all types of entities. With the issuance of INT FRS 115, RAP 11 will cease to have effect
for annual periods beginning on or after 1 January 2011.

The Group uses the POC method for recognising revenue from partly completed residential projects which are held
for sale.

189

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

40. NEW ACCOUNTING STANDARDS AND FRS INTERPRETATION (contd)


(i)

RAP 11 Pre-Completion Contracts for the Sale of Development Property (contd)


If the Group had adopted the completed contract method, the impact on the financial statements will be as
follows:
THE GROUP
2011
($000)

2010
($000)


Profit statement
Increase/(Decrease) in revenue recognised for the year
503,237
(66,592)
Increase in profit for the year
127,480
31,018

Balance sheet
Decrease in opening accumulated profits
(287,593) (319,575)
Decrease in properties under development
At beginning of the year
(386,865) (401,310)
At end of the financial year
(216,886)
(387,365)
Increase/(Decrease) in non-controlling interests

At beginning of the year
-
(3,231)
Share of profit for the year
1,351 3,231

41. SUBSEQUENT EVENTS

(a)

On 11 October 2011, the Group announced that its subsidiary company, F&NHBs dairies product manufacturing
facilities in Rojana Industrial Park, Ayutthaya, Thailand under F&N Dairies (Thailand) Limited, a wholly owned
subsidiary, was inundated by massive floods and has ceased production.


It is currently estimated that production can recommence approximately 3 to 5 months after flood water has
subsided. During the interim, in order to mitigate the disruption to the market place/customers, the Group plans to
ship products from its outsourced manufacturing locations.


The Group is also working closely with its insurer and loss adjusters to file claims under its Property All Risk
and Business Interruption Insurance policies. Material financial losses including consequential loss of profit are
recoverable from the insurer and the Group will look to these policies for reimbursement during the period.

(b)
On 28 October 2011, the Group announced that its subsidiary company, F&N Dairy Investments Pte Ltd has entered
into a share purchase agreement to sell its entire 29.5% shareholding interest in China Dairy Group Ltd for a
consideration of approximately $37.9 million. This sale was completed on 1 November 2011.



(c)
On 1 November 2011, the Groups joint venture company, Asia Pacific Breweries Limited increased its equity
interest in South Pacific Brewery Limited (SPB) from 75.8% to 76.4% through the purchase of 201,600 shares
representing 0.6% of the share capital of SPB for an aggregate consideration of Kina 3,024,000 (or approximately
$1,700,000).
(d)

On 4 November 2011, the Groups joint venture company, Asia Pacific Breweries Limiteds indirect subsidiary
company, Barworks Holdings Limited (BHL) has acquired the remaining 25.0% equity interest in Clifford Pubs
Limited (CPL), a company incorporated in New Zealand, from MJ Clifford, SE Leonard & MAG Trustees Ltd.
The consideration for the acquisition, reached on a willing seller willing buyer basis taking into account the
profitability of CPL, is NZ$925,000 (or approximately $928,000), and has been paid in cash by BHL on completion.
The book value of the additional interest based on the unaudited accounts of CPL as at 30 September 2011 is
approximately NZ$55,000 (or approximately $55,000).



190

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF THE COMPANY

Country of Incorporation and Place of Business: Singapore

Fraser & Neave (Singapore) Pte Ltd


100.0%
100.0%
Management Services
F&N Investments Pte Ltd
100.0%
100.0%
Investment Holding
F&N Foods Pte Ltd
100.0% 100.0% Manufacture and Distribution of

Dairy Products and Beverages
Asia Dairies (S) Pte Ltd
100.0% 100.0% Dormant
F&N Dairy Investments Pte Ltd
100.0%
100.0%
Investment Holding
F&N Interflavine Pte Ltd
100.0%
100.0%
Beverage Base Manufacturing
International Theme Parks (Singapore) Pte Ltd
100.0% 100.0% Dormant
Times Publishing Ltd
100.0%
100.0%
Investment Holding
Frasers Centrepoint Limited
100.0%
100.0%
Investment Holding
F&NBev Manufacturing Pte. Ltd.
100.0% 100.0% Dormant
(Held by a subsidiary company)

F&N Treasury Pte Ltd
100.0%
100.0%
Provide Treasury and Financial
Services
F&N Creameries (Spore) Pte Ltd
100.0%
-
Distribution of Ice-Cream
(Formerly Kings Creameries (S) Pte Ltd)

(Held by a subsidiary company)

Country of Incorporation and Place of Business: Hong Kong


100.0%

(A)

Fraser & Neave Investments (HK) Ltd

(A)
(A)
(A)
(A)
(A)

Fraser & Neave Holdings Bhd


Tiger Taverns Sdn Bhd
Magnolia - PDL Dairies (1993) Sdn Bhd
Fannet Online Sdn Bhd
F&N Services (L) Bhd

Country of Incorporation and Place of Business: Thailand

(A)

F&N United Ltd


95.0%
95.0%
(Held by a subsidiary company)

Country of Incorporation and Place of Business: Myanmar

(C)

Myanmar Brewery Ltd


55.0%
55.0%
Brewing and Distribution of Beer
(Accounting year ends on 31 March)


Country of Incorporation and Place of Business: Australia


(A)

100.0%

Investment Holding

Country of Incorporation and Place of Business: Malaysia

Red Lion Holdings Pty Ltd


(Held by a subsidiary company)

Notes:
(A) Audited by Ernst & Young in the respective countries.
(C) Audited by other firms of auditors.

56.7%
57.0%
Investment Holding
100.0% 100.0% Dormant
100.0% 100.0% Dormant
100.0% 100.0% Dormant
100.0%
100.0%
Investment Holding

Manufacture and Distribution of


Dairy Products

100.0% 100.0% Dormant

191

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF F&N CREAMERIES GROUP

Country of Incorporation and Place of Business: Singapore

**

NJoy Dairies International Pte Ltd

Country of Incorporation and Place of Business: Malaysia

(A)

F&N Ice Cream Manufacturing (M) Sdn Bhd


100.0%
-
Manufacture and Distribution of
(Formerly Kings Creameries (M) Sdn Bhd) Ice-Cream
F&N Creameries (M) Sdn Bhd
100.0%
-
Distribution of Ice-Cream
(Formerly Kings Dairies (M) Sdn Bhd)
F&N Ice Cream Manufacturing (Sarawak) Sdn Bhd
100.0%
-
Manufacture and Distribution of
(Formerly Treats Dairies (Sarawak) Sdn Bhd) Ice-Cream
F&N Creameries (Sarawak) Sdn Bhd
100.0%
-
Distribution of Ice-Cream

(A)
(A)
(A)

100.0%

- Dormant

(Formerly TDS Marketing & Services Sdn Bhd)

**
NJoy Dairies International Sdn Bhd
100.0%

SUBSIDIARY COMPANIES OF FRASER & NEAVE HOLDINGS GROUP

- Dormant

Country of Incorporation and Place of Business: Malaysia

(A)

Fraser & Neave (Malaya) Sdn Bhd


56.7%
57.0%
Management Services and

Property Investment Holdings
F&N Beverages Marketing Sdn Bhd
56.7%
57.0%
Distribution of Soft Drinks
F&N Beverages Manufacturing Sdn Bhd
56.7%
57.0%
Manufacture of Soft Drinks
F&N Dairies (Malaysia) Sdn Bhd
56.7%
57.0%
Distribution of Dairy Products
Premier Milk (Malaya) Sdn Bhd
56.7%
57.0%
Manufacture of Dairy Products
Four Eights Sdn Bhd
56.7% 57.0% Dormant
F&N Foods Sdn Bhd
56.7%
57.0%
Manufacture of Dairy Products
Kuala Lumpur Glass Manufacturers Company Sdn Bhd
56.7% 57.0% Dormant
Wimanis Sdn Bhd
56.7%
57.0%
Property Development
Lettricia Corporation Sdn Bhd
39.7%
39.9%
Property Development
Elsinburg Holdings Sdn Bhd
56.7%
57.0%
Property Development
Vacaron Company Sdn Bhd
56.7%
57.0%
Property Development
Nuvak Company Sdn Bhd
56.7% 57.0% Dormant
Greenclipper Corporation Sdn Bhd
56.7% 57.0% Dormant
Utas Mutiara Sdn Bhd
56.7%
57.0%
Property Investment Holding
Borneo Springs Sdn Bhd
56.7%
57.0%
Manufacture and Sale of Mineral

Water, Carbonated Drinks and
Bottles
PML Dairies Sdn Bhd
56.7%
57.0%
Manufacture and Distribution of

Dairy Products
F&N Properties Sdn Bhd
56.7%
57.0%
Provision of Property

Management Services
F&N Capital Sdn Bhd
56.7%
57.0%
Provide Treasury and Financial
Services
Tropical League Sdn Bhd
56.7% 57.0% Dormant

(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)

Notes:
(A) Audited by Ernst & Young in the respective countries.
** In voluntary liquidation

192

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASER & NEAVE HOLDINGS GROUP (contd)

Country of Incorporation and Place of Business: Singapore

Arolys Singapore Pte Ltd

Country of Incorporation and Place of Business: Thailand

(A)

F&N Dairies (Thailand) Limited


56.7%
57.0%
Manufacture and Distribution of

Dairy Products
F&N Beverage (Thailand) Limited
56.7% 57.0% Dormant

(A)


(A)

56.7%

57.0%

Distribution of Dairy Products

Country of Incorporation and Place of Business: British Virgin Islands


Lion Share Management Limited

56.7%

57.0%

Brand Owner

SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP


Country of Incorporation and Place of Business: Singapore

FCL Property Investments Pte Ltd


100.0%
100.0%
FCL Enterprises Pte Ltd
100.0%
100.0%
Riverside Property Pte Ltd
100.0%
100.0%
FCL Centrepoint Pte Ltd
100.0%
100.0%
Orrick Investments Pte Ltd
100.0%
100.0%
Yishun Development Pte Ltd
100.0%
100.0%
FCL Alexandra Point Pte Ltd
100.0%
100.0%
Woodlands Complex Pte Ltd
100.0%
100.0%
Riverside Walk Pte Ltd
100.0%
100.0%
FCL Ventures Pte Ltd
100.0%
100.0%
FCL Management Services Pte Ltd
100.0%
100.0%
Riverside Investments Pte Ltd
100.0%
100.0%
Yishun Land Pte Ltd
100.0%
100.0%
Yishun Property Pte Ltd
100.0%
100.0%
FCL Tampines Pte Ltd
80.0%
80.0%
FCL Homes Pte Ltd
100.0%
100.0%
FCL Land Pte Ltd
100.0%
100.0%
FCL Assets Pte Ltd
100.0%
100.0%
FCL Estates Pte Ltd
100.0%
100.0%
Frasers Hospitality Pte Ltd
100.0%
100.0%

Frasers (UK) Pte Ltd
75.0%
75.0%
Frasers (Australia) Pte Ltd
75.0%
75.0%
FCL (China) Pte Ltd
100.0%
100.0%
Marine Parade View Pte Ltd
100.0%
100.0%
FCL (Fraser) Pte Ltd
100.0%
100.0%
FCL Sophia Pte Ltd
100.0%
100.0%

Note:
(A) Audited by Ernst & Young in the respective countries.

Property Investment
Property Investment
Property Investment
Investment Holding
Property Investment
Property Development
Property Investment
Property Development
Property Development
Property Development
Management Services
Property Development
Property Development
Property Development
Property Development
Property Development
Property Development
Investment Holding
Property Development
Investment Holding and
Management Services
Investment Holding
Investment Holding
Investment Holding
Property Development
Investment Holding
Property Development

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

193

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)

Country of Incorporation and Place of Business: Singapore (contd)

Frasers Centrepoint Property Management Services Pte Ltd


100.0%
100.0%
Management Services
FCL Choa Chu Kang Pte Ltd
100.0%
100.0%
Property Development
FCL Joo Chiat Place Pte Ltd
100.0%
100.0%
Property Development
Frasers (NZ) Pte Ltd
75.0%
75.0% Investment Holding
FCL China Development Pte Ltd
100.0% 100.0% Investment Holding
FCL Court Pte Ltd
100.0% 100.0% Property Development
FCL Lodge Pte Ltd
100.0%
100.0%
Property Development
FCL Place Pte Ltd
100.0% 100.0% Property Development
FCL Rise Pte Ltd
100.0%
100.0%
Property Development
Frasers (Thailand) Pte Ltd
100.0%
100.0%
Investment Holding
River Valley Properties Pte Ltd
100.0%
100.0%
Investment Holding and

Property Development
Lion (Singapore) Pte Limited
100.0%
100.0%
Property Development
FCL View Pte Ltd
100.0%
100.0%
Property Development
FCL Tower Pte Ltd
100.0%
100.0%
Property Development
FCL Loft Pte Ltd
100.0%
100.0%
Property Development
Frasers Centrepoint Asset Management Ltd
100.0%
100.0%
Management Services
FCL Investments Pte Ltd
100.0%
100.0%
Investment Holding
FCL Trust Holdings Pte Ltd
100.0%
100.0%
Investment Holding
Frasers Hospitality Investment Holding (Philippines) Pte Ltd
100.0%
100.0%
Investment Holding
Frasers Centrepoint Asset Management (Malaysia) Pte Ltd
100.0%
100.0%
Investment Holding
FCL Trust Holdings (Commercial) Pte Ltd
100.0%
100.0%
Investment Holding
Frasers Centrepoint Asset Management (Commercial) Ltd
100.0%
100.0%
Asset Management, Fund and

Property Management and

Related Advisory Services
Frasers Centrepoint Property Management (Commercial)
100.0%
100.0%
Asset Management, Fund and
Pte Ltd
Property Management and

Related Advisory Services
FCL Management Services (Commercial) Pte Ltd
100.0%
100.0%
Management Services
FCL REIT Management Ltd
100.0%
100.0%
Management Services
MLP Co Pte Ltd
100.0%
100.0%
Investment Holding
SAJV Co Pte Ltd
100.0%
100.0%
Investment Holding
FCL Clover Pte Ltd
100.0%
100.0%
Financial Services
FCL Tampines Court Pte Ltd
100.0%
100.0%
Investment Holding
FCL Emerald (1) Pte Ltd
100.0%
100.0%
Investment Holding
Opal Star Pte Ltd
100.0%
100.0%
Investment Holding
Fraser Suites Jakarta Pte Ltd
100.0%
100.0%
Investment Holding
Fraser Residence Orchard Pte Ltd
100.0%
100.0%
Management Consultancy
Services
FCL Crystal Pte Ltd
100.0%
100.0%
Property Development
FCL Topaz Pte Ltd
100.0%
100.0%
Investment Holding
Frasers Hospitality Investments Melbourne Pte Ltd
100.0%
-
Investment Holding
Emerald Hill Developments Pte Ltd
100.0%
100.0%
Property Investment
River Valley Shopping Centre Pte Ltd
100.0%
100.0%
Property Investment

194

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)

Country of Incorporation and Place of Business: Singapore (contd)

River Valley Tower Pte Ltd


100.0%
100.0%
Property Investment
River Valley Apartments Pte Ltd
100.0%
100.0%
Property Investment
Frasers Hospitality Management Pte Ltd
100.0%
100.0%
Management Consultancy
Services
Frasers Hospitality Property Services Pte Ltd
100.0%
100.0%
Management Consultancy
Services
Sinomax International Pte Ltd
100.0%
100.0%
Investment Holding
Frasers International Logistics Management Pte. Ltd.
100.0%
100.0%
Management and Consultancy
Services
Singapore Logistics Investments Pte Ltd
80.0%
80.0% Investment Holding
FCL Compassvale Pte Ltd
80.0%
80.0% Property Development
Punggol Residences Pte Ltd
80.0%
-
Property Development
FC Hotel Trustee Pte Ltd
100.0%
100.0%
Management Services

(Formerly FC Retail Trust Management Pte Ltd)
Ruby Star Trust
100.0%
-
Investment Holding











(A)

Country of Incorporation and Place of Business: Vietnam


Me Linh Point Ltd

75.0%

75.0%

Property Investment

Country of Incorporation and Place of Business: China

Beijing Fraser Suites Real Estate Management Co., Ltd


100.0% 100.0% Property Investment
Shanghai Zhong Jun Real Estate Development Co., Ltd
76.0%
76.0%
Property Development
Beijing Gang Lu Real Estate Development Co., Ltd
56.2%
56.2%
Property Development
Beijing Vision Century Property Management Co., Ltd
56.2%
56.2%
Property Management
Vision Century Real Estate Development (Dalian) Co., Ltd
56.2%
56.2%
Property Development
Vision Property Management (Dalian) Co., Ltd
56.2%
56.2%
Property Management
Vision (Shenzhen) Business Park Co., Ltd
56.2%
56.2%
Business Park Development and
Investment
(A) (1) Vision Huaqing (Beijing) Development Co., Ltd
33.7%
33.7%
Business Park Development and
Investment
(A)
Vision Property (Shenzhen) Co., Ltd
56.2%
-
Property Development
(C)
Frasers Hospitality Management Co., Ltd, Shanghai
100.0%
100.0%
Management Consultancy
Services
(C)
Fraser Place (Beijing) Property Management Co., Ltd
100.0%
100.0%
Management Consultancy
Services
(C)
Modena Hospitality Management Co., Ltd. (Shanghai) 51.0%
51.0%
Management Consultancy
Services
(C)
Shanghai Frasers Management Consultancy Co., Ltd
100.0%
100.0%
Management Services
(C)
Beijing Sin Hua Yan Real Estate Development Co., Ltd
100.0%
100.0%
Property Development
(C)
Singlong Property Development (Suzhou) Co., Ltd
100.0%
100.0%
Property Development
(C)
Frasers Property Management (Shanghai) Co., Ltd
100.0%
100.0%
Management Services
(C)
Chengdu Sino Singapore Southwest Logistics Co., Ltd
80.0%
80.0% Property Development
(All the above companies, incorporated in China,
(C)
(A)
(A)
(A)
(A)
(A)
(A)

accounting year ends on 31 December)

Notes:
(A) Audited by Ernst & Young in the respective countries.
(C) Audited by other firms of auditors.
(1) Company is treated as a subsidiary of the Group by virtue of management control over financial and operating policies of the company.

195

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)

Country of Incorporation: Bermuda


Place of Business: Hong Kong

(A)

Frasers Property (China) Limited

56.2%

56.2%

Investment Holding

Country of Incorporation and Place of Business: Hong Kong

Excellent Esteem Limited


100.0%
100.0%
Investment Holding
Vision Century Secretaries Limited
56.2%
56.2%
Secretarial and Nominee Services
Vision Century Administration Limited
56.2%
56.2%
Management Consultancy
Services
(A)
Vision Century Property Management Limited
56.2%
56.2%
Property Management
(C)
Frasers Hospitality (Hong Kong) Limited
100.0%
100.0%
Management Consultancy
Services
(C)
Ace Goal Limited
100.0%
100.0%
Investment Holding
(C)
Extra Strength Limited
100.0%
100.0%
Investment Holding
(C)
Forth Carries Limited
100.0%
100.0%
Investment Holding
(C)
Forward Plan Limited
100.0%
100.0%
Investment Holding
(C)
Summit Park Limited
100.0%
100.0%
Investment Holding
(C)
Superway Logistics Investments (Hong Kong) Limited
80.0%
80.0% Investment Holding
(Accounting year ends on 31 December)


Country of Incorporation: British Virgin Islands
Place of Business: Hong Kong
(A)
(A)
(A)

56.2%
75.2%

(B)
(B)

Limbo Enterprises Limited


Supreme Asia Investments Ltd

(A)

Frasers Hospitality Philippines, Inc


100.0%
100.0%
Management Consultancy
Services
Frasers Hospitality Investment, Inc
100.0%
100.0%
Property Investment

(A)

Country of Incorporation and Place of Business: Philippines

56.2%
75.2%

Property Holding
Investment Holding

Country of Incorporation: Singapore


Place of Business: United Kingdom

Frasers Property (Europe) Holdings Pte Ltd

(C)
(C)
(C)
(C)

Frasers Property (UK) Limited


Frasers Property Developments Ltd
Frasers Investments (UK) Limited
Frasers Ventures Limited

80.0%

Country of Incorporation and Place of Business: United Kingdom


Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.

51.2%

Investment Holding

51.2%
51.2%
51.2%
51.2%

Investment Holding
Investment Holding
Property Investment
Property Development

80.0%
80.0%
80.0%
80.0%

196

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)

Country of Incorporation and Place of Business: United Kingdom (contd)

(C)

Frasers FB (UK) Limited


80.0%
51.2%
Property Investment
(Formerly Fairbriar plc)
Ellisridge Limited
80.0% 40.4% (1) Property Investment
Ellisridge Suites Limited
80.0% 40.4% (1) Property Investment
Frasers FB (Apartments) Limited
80.0%
51.2%
Property Development
(Formerly Fairbriar Apartments Limited)
Frasers FB (UK) Developments Limited
80.0%
51.2%
Property Development
(Formerly Fairbriar Developments Limited)
Fairbriar Projects Limited
80.0%
51.2%
Property Development
The School House (Tunbridge Wells) Limited
80.0%
51.2%
Property Development
Fairbriar General Partner Limited
80.0%
51.2%
Property Investment
Frasers FB (UK) Group Limited
80.0%
51.2%
Investment Holding
(Formerly Fairbriar Group plc)
Fairbriar House Limited
80.0%
51.2%
Investment Holding
Frasers Homes (UK) Limited
80.0%
51.2%
Property Development
Frasers (Buckswood Grange) Limited
80.0%
51.2%
Property Development
Frasers Islington Limited
80.0%
51.2%
Property Development
Frasers Islington Properties Limited
80.0%
51.2%
Property Development
Islington Theatre Development Limited
79.2%
38.1% (1) Property Development
Frasers FB (Pepys Street) Limited
80.0%
51.2%
Property Development
(Formerly Fairbriar Pepys Street Limited)
FKB Property Investment Ltd
80.0%
51.2%
Management Consultancy
Services
FKB Property Management Limited
80.0%
51.2%
Management Consultancy
Services
NGH Properties Limited
80.0%
51.2%
Property Investment
Frasers Sloane Avenue Limited
80.0%
51.2%
Property Development
Frasers (Brown Street) Limited
80.0%
51.2%
Property Development
Fairdace Limited
100.0%
34.1%
Serviced Apartments
Frasers Hospitality (UK) Limited
100.0%
51.2%
Management Consultancy

Services and Serviced
Apartments
Frasers (Vincent Square) Ltd
80.0%
51.2%
Property Development
Frasers Lumiere Leeds Ltd
80.0%
51.2%
Investment Holding
Frasers Management (UK) Ltd
80.0%
51.2%
Management Services
Frasers (Riverside Quarter) Ltd
80.0%
51.2% Property Development
Frasers Highbury Limited
75.0% 75.0% Dormant
Frasers St Giles Street Management Ltd
100.0%
51.2%
Property Management
Frasers (Maidenhead) Ltd
80.0%
51.2%
Property Development

(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
(B)
(C)
(C)

Notes:
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
(1) Company is treated as a subsidiary of the Group by virtue of management control over financial and operating policies of the company.

197

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)

Country of Incorporation: Singapore


Place of Business: Australia

FCL Bridgepoint Pte Ltd

(A)

Frasers Town Hall Pty Ltd


80.5%
80.5%

Frasers Town Hall Residences Pty Ltd
80.5%
80.5%
Frasers Town Hall Issuer Pty Ltd
80.5%
80.5%
Frasers Town Hall Residences Operations Pty Ltd
80.5%
-
Frasers City Quarter Pty Limited
87.5%
87.5%
Frasers Queens Pty Limited
87.5%
87.5%
Frasers Property Management Australia Pty Limited
75.0%
75.0%
Frasers Chandos Pty Limited
75.0%
75.0%
Frasers Lorne Pty Limited
75.0%
75.0%
Frasers Mandurah Pty Limited
56.3%
56.3%
Frasers Killara Pty Ltd
75.0%
75.0%
Frasers Morton Pty Ltd
75.0%
75.0%
Frasers Broadway Pty Ltd
75.0%
75.0%
Frasers Property Australia Pty Ltd
75.0%
75.0%
Frasers Homes WA Pty Limited
56.3%
56.3%
Frasers Putney Pty Limited
75.0%
75.0%
Frasers Central Park Holdings No. 1 Pty Ltd
75.0%
-
Frasers Central Park Holdings No. 2 Pty Ltd
75.0%
-
Frasers Central Park Land No. 1 Pty Ltd
75.0%
-
Frasers Central Park Land No. 2 Pty Ltd
75.0%
-
Frasers Central Park Equity No. 1 Pty Ltd
75.0%
-
Frasers Central Park Equity No. 2 Pty Ltd
75.0%
-
Frasers Melbourne Trust
100.0%
-
Frasers Melbourne Apartments Pty Limited
100.0%
-

Frasers Melbourne Management Pty Limited
100.0%
-

(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)


(B)

(C)

100.0%

100.0%

Property Investment

Country of Incorporation and Place of Business: Australia


Investment Holding and
Property Development
Property Investment
Financial Services
Serviced Apartments
Property Development
Property Development
Management Services
Property Development
Property Development
Property Development
Property Development
Property Development
Property Development
Investment Holding
Property Development
Property Development
Investment Holding
Investment Holding
Property Development
Property Development
Property Development
Property Development
Property Investment
Management and
Consultancy Services
Management Services

Country of Incorporation and Place of Business: Japan


Frasers Hospitality Japan Kabushiki Kaisha
100.0%
100.0%
Management Consultancy
Services
Country of Incorporation: Jersey, Channel Islands
Place of Business: United Kingdom
Frasers (St Giles Street, Edinburgh) Ltd

Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.

100.0%

51.2%

Property Investment

198

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)

Country of Incorporation and Place of Business: New Zealand

(A)
(A)
(A)

Frasers Broadview Limited


Frasers Papamoa Limited
Coast Homes Limited

(A)

Frasers Hospitality (Thailand) Ltd


100.0%
100.0%
Management Consultancy
(Accounting year ends on 31 December) Services

75.0%
67.5%
67.5%

75.0%
67.5%
67.5%

Property Development
Property Development
Property Development

Country of Incorporation and Place of Business: Thailand

Country of Incorporation and Place of Business: India

(A)

Frasers Hospitality India Pty Ltd

Country of Incorporation and Place of Business: Indonesia

(A)

PT Frasers Hospitality Investments Indonesia


100.0%
-
Property Investment
(Accounting year ends on 31 December) Services

100.0%

Management Consultancy


SUBSIDIARY COMPANIES OF TIMES PUBLISHING GROUP

Country of Incorporation and Place of Business: Singapore

Marshall Cavendish International Private Limited


100.0%
100.0%
Investment Holding
Marshall Cavendish International (Asia) Private Limited
100.0%
100.0%
Publishing of Trade Books
Marshall Cavendish International (Singapore) Private Limited
100.0%
100.0%
Publishing - Education
Marshall Cavendish Business Information Private Limited
100.0%
100.0%
Publishing of Trade Directory

and Business Information
Educational Technologies Pte Ltd
100.0%
100.0%
Distribution of Home Library

Reference Books
MC Online Pte Ltd
100.0%
100.0%
E-Learning Provider
Panpac Education Pte Ltd
100.0%
100.0%
Publishing - Education and
Supplies
Pansing Distribution Pte Ltd
100.0%
100.0%
Distribution of Books and
Magazines
Goodwill Binding Pte Ltd
51.0%
51.0%
Printing and Binding
JCS Digital Solutions Pte Ltd
51.0%
51.0%
Digital Printing
Starprint Production Pte Ltd
51.0% 51.0% Dormant
Times Editions Pte Ltd
60.0% 60.0% Dormant
Times Graphics Private Limited
100.0% 100.0% Dormant
TransQuest Asia Publishers Pte Ltd
100.0%
100.0%
Distribution of Books










**


Country of Incorporation: Singapore


Place of Business: Singapore and Malaysia
Times The Bookshop Pte Ltd
100.0%
100.0%


Notes:
(A) Audited by Ernst & Young in the respective countries.
** In voluntary liquidation.

Retail of Books, Stationery,


Magazines and Periodicals

199

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF TIMES PUBLISHING GROUP (contd)

Country of Incorporation: Singapore


Place of Business: Singapore, Australia, United Kingdom and United States of America

Times Printers Private Limited

100.0%

100.0%

Commercial Printing

Country of Incorporation and Place of Business: Malaysia

(A)
Marshall Cavendish (Malaysia) Sdn Bhd
100.0%
100.0%
Publishing of Books
(A) (1) STP Distributors (M) Sdn Bhd
30.0%
30.0%
Distribution of Home Library

Reference Books
(A)
Pansing Marketing Sdn Bhd
100.0%
100.0%
Distribution of Books and
Magazines
(A)
Times Offset (Malaysia) Sdn Bhd
100.0%
100.0%
Commercial Printing
(A)
Pansing Distribution Sdn Bhd
100.0%
100.0%
Distribution of Books and
(Formerly Times Distri-Services Sdn Bhd) Magazines

Country of Incorporation: Hong Kong


Place of Business: Thailand

(A)

Far East Publications Ltd


100.0%
100.0%

Country of Incorporation and Place of Business: Thailand

(A)

Marshall Cavendish International (Thailand) Co. Ltd



Country of Incorporation and Place of Business: Hong Kong


(A)
(A)
(A)
(A)
(A)

49.0%

49.0%

Distribution of Home Library


Reference Books

Publishing - Education

Everbest Printing Holdings Limited


100.0%
100.0%
Investment Holding
Everbest Printing Investment Ltd
100.0%
100.0%
Investment Holding
Everbest Printing Company Ltd
100.0%
100.0%
Commercial Printing
Marshall Cavendish Business Information (Hong Kong) Limited 100.0%
100.0%
Publishing of Trade Directory

and Business Information
Times Publishing (Hong Kong) Limited
100.0%
100.0%
Education Publishing and

Distribution of Magazines

Country of Incorporation: Hong Kong
Place of Business: Hong Kong/Taiwan

(A)

Educational Technologies Limited


100.0%
100.0%

Country of Incorporation and Place of Business: China

Publishing and Selling of Home


Library Reference Books

(A)
Everbest Printing (Guangzhou) Co. Ltd
100.0%
100.0%
Commercial Printing
(A) ** Liaoning Times Xinhua Printers Ltd
51.0%
51.0%
Commercial Printing
(A)
Shanxi Xinhua Times Packaging Printing Co Ltd
51.0%
51.0%
Commercial Printing and
Packaging
(C)
Marshall Cavendish (Beijing) Co. Limited
100.0%
100.0%
Book Production Services
(All the above companies, incorporated in China,

accounting year ends on 31 December)
Notes:

(A) Audited by Ernst & Young in the respective countries.
(C) Audited by other firms of auditors.
(1) Company is treated as a subsidiary of the Group by virtue of management control over financial and operating policies of the company.
** In voluntary liquidation.

200

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF TIMES PUBLISHING GROUP (contd)

Country of Incorporation and Place of Business: India

(A)

Direct Educational Technologies India Pte Ltd


100.0%
100.0%

Distribution of Home Library


Reference Books

Country of Incorporation and Place of Business: Australia


Musicway Corporation Limited
100.0%
100.0%
Distribution of Lifestyle

Accessories and Storage Products
Rainbow Products Limited
100.0% 100.0% Dormant
Times Properties Pty Limited
100.0% 100.0% Dormant
Pansing IMM Pty Limited
100.0%
100.0%
Distribution of Magazines
Marshall Cavendish (Australia) Pty Ltd
100.0%
100.0%
Investment Holding

(A)
(A)
(A)
(A)
(A)

Country of Incorporation and Place of Business: United Kingdom


Marshall Cavendish Ltd
100.0%
100.0%
Investment Holding (ELT)
Publishing

(A)

Country of Incorporation and Place of Business: Poland

(A) ** Marshall Cavendish Polska Sp. zo.o


100.0% 100.0% Partworks


Country of Incorporation and Place of Business: Ukraine
(A) ** A Wholly Owned Subsidiary Marshall Cavendish Ukraine 100.0% 100.0% Partworks


Country of Incorporation and Place of Business: United States of America
Marshall Cavendish Corporation
100.0%
100.0%

(C)

Publishing of Library
Reference Books

JOINT VENTURE COMPANIES OF THE COMPANY


Country of Incorporation and Place of Business: Singapore

* Asia Pacific Investment Pte Ltd

50.0%

50.0%

Investment Holding

JOINT VENTURE COMPANIES OF FRASERS CENTREPOINT GROUP


Country of Incorporation and Place of Business: Thailand

(A) (2) Riverside Homes Development Co., Ltd


69.6%
69.6%
Property Development
(Accounting year ends on 31 December)

Notes:
(A) Audited by Ernst & Young in the respective countries.
(C) Audited by other firms of auditors.
(2) This is accounted for as a joint venture as the Group exercises only joint control over the Company.
*

Asia Pacific Investment Pte Ltd (APIPL) which holds 64.8% of the issued capital of Asia Pacific Breweries Limited is owned equally by Fraser and Neave, Limited
and the Heineken Group. Under the provisions of the Companies Act, Cap.50, Fraser and Neave, Limited is the ultimate holding company by reason of its rights
to appoint a majority of the directors of APIPL.

** In voluntary liquidation.

201

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
JOINT VENTURE COMPANIES OF FRASERS CENTREPOINT GROUP (contd)

Country of Incorporation and Place of Business: Singapore

FCL Peak Pte Ltd


Ascendas Frasers Pte Ltd
Yishun Gold Pte Ltd
Precious Sand Pte Ltd
Easthouse Properties Pte Ltd
Emerald Star Pte Ltd
Sapphire Star Trust

Country of Incorporation and Place of Business: United Kingdom

50.0%
50.0%
50.0%
50.0%
50.0%
33.3%
33.3%

(C)
GSF Homes Limited
40.0%
(C)
Sovereign House Fairbriar Homes Ltd
40.0%
(C)
Fairmuir Limited
40.0%
(A) (4) Frasers Central Park Equity No.1 Pty Ltd and SH Central Park
37.5%
Development East Pty Ltd
(A) (4) Frasers Central Park Equity No.2 Pty Ltd and SH Central Park
37.5%
Development West Pty Ltd

JOINT VENTURE COMPANIES OF TIMES PUBLISHING GROUP

50.0%
50.0%
50.0%
-
-
-
-

Property Development
Property Development
Property Development
Property Development
Property Development
Property Development
Property Development

25.6%
25.6%
25.6%
-

Property Development
Property Development
Property Development
Property Development

Property Development

Country of Incorporation and Place of Business: Singapore

Times-Newslink
50.0%
50.0%
Retail of Books and Magazines
(Accounting year ends on 31 December)


Country of Incorporation and Place of Business: China
(C)

Shanghai Times SanYin Printers Co Ltd


40.0%
40.0%
Commercial Printing
(Accounting year ends on 31 December)


ASSOCIATED COMPANIES OF THE COMPANY

Country of Incorporation: Singapore


Place of Business: China

(C)

China Dairy Group Ltd


29.5%
29.5%
(Accounting year ends on 31 December)



(C)

Country of Incorporation: Bermuda


Place of Business: China
Fung Choi Media Group Limited

Manufacture and Distribution


of Dairy Products

29.5%

29.5%

Printing and Packaging

(Accounting year ends on 30 June)

Country of Incorporation and Place of Business: Australia

(C) (1) PMP Limited


11.6%
11.6%
Printing and Packaging
(Accounting year ends on 30 June)

Notes:
(A) Audited by Ernst & Young in the respective countries.
(C) Audited by other firms of auditors.
(1) Company is treated as an associate of the Group by virtue of significant influence over the company.
(4) Unincorporated joint ventures.

202

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
ASSOCIATED COMPANIES OF TIMES PUBLISHING GROUP

Country of Incorporation and Place of Business: China

(C)
Beijing Universal Times Culture Development Co. Ltd.
40.0%
40.0% Publishing
(Accounting year ends on 31 December)



Country of Incorporation and Place of Business: Nigeria
(C)

Transworld Times Press (Africa) Ltd

40.0% 40.0% Printing

(Accounting year ends on 31 December)


ASSOCIATED COMPANIES OF FRASER & NEAVE HOLDINGS GROUP

Country of Incorporation and Place of Business: Malaysia

(C) (1) Cocoaland Holdings Berhad


13.1%
-
Investment Holding
(Accounting year ends on 31 December)

ASSOCIATED COMPANIES OF FRASERS CENTREPOINT GROUP

Country of Incorporation and Place of Business: United Kingdom

(C)

Fairbrair Residential Investment Partnership


32.0%
26.1%
(Accounting year ends on 31 December)


Investment in Residential
Property Fund

Country of Incorporation and Place of Business: Singapore


26.0%
40.7%

Frasers Commercial Trust


Frasers Centrepoint Trust

Country of Incorporation and Place of Business: Thailand

(A)

Krungthep Land Public Company Limited


40.5%
40.5%
Investment Holding and Property
(Accounting year ends on 31 December) Development



(C)

24.4%
42.9%

Real Estate Investment Trust


Real Estate Investment Trust

Country of Incorporation and Place of Business: Malaysia


Hektar Asset Management Sdn Bhd
40.0%
40.0%
Management Services
(Accounting year ends on 31 December)


SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP

Country of Incorporation and Place of Business: Singapore

(D)
(D)

Asia Pacific Breweries Ltd


39.7%
39.7%
Investment Holding
Asia Pacific Breweries (Singapore) Pte Ltd
39.7%
39.7%
Brewing and Distribution of Beer

and Stout
Tiger Export Pte Ltd
39.7%
39.7%
Export of Beer and Stout
Archipelago Brewery Co (1941) Pte Ltd
39.7% 39.7% Dormant
Tiger Marketing Pte Ltd
39.7%
39.7%
Investment Holding
Heineken-APB (China) Pte Ltd
44.8%
44.8% Investment Holding
Heineken-APB (China) Holding Pte Ltd
44.8%
-
Investment Holding

(D)
(D)
(D)


Notes:

(A) Audited by Ernst & Young in the respective countries.


(C) Audited by other firms of auditors.
(D) Audited by PricewaterhouseCoopers in the respective countries.
(1) Company is treated as an associate of the Group by virtue of significant influence over the company.

203

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP (contd)

Country of Incorporation and Place of Business: Cambodia

(D)

Cambodia Brewery Limited

Country of Incorporation and Place of Business: Vietnam

(D)
(D)
(D)
(D)
(D)
(D)
(D)

Vietnam Brewery Limited


Asia Pacific Brewery (Hanoi) Limited
Beers and Beverages International Ltd
Vietnam Beer and Beverage Limited
VBL Da Nang Limited
VBL Tien Giang Limited
VBL (Quang Nam) Limited

Country of Incorporation and Place of Business: British Virgin Islands

(B)
(B)

Able Win Gain Limited


Kenton Assets Limited

(C)

Capital Shine Limited

(C)
(C)
(C)
(C)

Hainan Asia Pacific Brewery Co Ltd


44.8%
44.8% Brewing and Distribution of Beer
Shanghai Asia Pacific Brewery Co Ltd
44.8%
44.8% Brewing and Distribution of Beer
Heineken Trading (Shanghai) Co Ltd
44.8%
44.8% Distribution of Beer
Heineken-APB (China) Management Services Co Ltd
44.8%
44.8% Provision of Investment,

Management and Consulting
Services
Guangzhou Asia Pacific Brewery Co Ltd
44.8%
44.8% Brewing and Distribution of Beer
Heineken-APB (Shanghai) Co., Ltd
44.8%
-
Distribution of Beer

(C)
(C)

31.7%

23.8%
39.7%
39.7%
23.8%
23.8%
23.8%
19.0%

50.0%
50.0%

31.7%

Brewing and Distribution of Beer

23.8%
39.7%
39.7%
23.8%
23.8%
23.8%
19.0%

Brewing and Distribution of Beer


Brewing and Distribution of Beer
Distribution of Beer
Distribution of Beer
Brewing of Beer
Brewing of Beer
Brewing and Distribution of Beer

50.0%
50.0%

Investment Holding
Investment Holding

Country of Incorporation and Place of Business: Hong Kong


50.0%

50.0%

Investment Holding

Country of Incorporation and Place of Business: China

(All the above companies, incorporated in China,


accounting year ends on 31 December)

Country of Incorporation and Place of Business: India

(C)

Asia Pacific Breweries (India) Private Limited


39.7%
39.7% Dormant
(Accounting year ends on 31 March)

Country of Incorporation and Place of Business: Sri Lanka

(D)

Asia Pacific Brewery (Lanka) Limited

Notes:
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
(D) Audited by PricewaterhouseCoopers in the respective countries.

23.8%

23.8%

Brewing and Distribution of Beer

204

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP (contd)

Country of Incorporation and Place of Business: New Zealand

(B)
(B)
(D)
(D)
(D)
(B)
(D)
(D)
(D)

Amstel Brouwerij Importers Ltd


39.7% 39.7% Dormant
Albany Hospitality Ltd
39.7%
-
Distribution of Beer
Barneydale Limited
23.8%
23.8% Distribution of Beer
Barworks Group Limited
23.8%
23.8% On-premise Management
Barworks Holdings Limited
23.8%
23.8% Investment Holding Company
Black Dog Brewery Limited
39.7%
39.7% Dormant
BOF Limited
17.8%
17.8% Distribution of Beer
Clifford Pubs Limited
17.8%
17.8% Distribution of Beer
DB Breweries Limited
39.7%
39.7%
Investment Holding and Brewing

and Distribution of Beer
DB Nominees Ltd
39.7%
39.7%
Trustee Company
DB South Island Brewery Ltd
21.8%
21.8% Brewing and Distribution of Beer
Drinkworks Limited
39.7% 39.7% Dormant
Gaults On Quay Limited
23.8%
23.8% Distribution of Beer
George Corporation Limited
17.8%
17.8% Distribution of Beer
Hurstmere Pubs Limited
17.8%
17.8% Distribution of Beer
Kustenbrau Breweries Limited
39.7% 39.7% Dormant
Mainland Brewery Limited
39.7% 39.7% Dormant
Market St Holdings Limited
17.8%
17.8% Distribution of Beer
Monteiths Brewery Company Limited
39.7% 39.7% Dormant
Portumna Limited
23.8%
23.8% Distribution of Beer
Riccarton Hospitality 2007 Limited
23.8%
23.8% Distribution of Beer
Robbie Burns Limited
39.7% 39.7% Dormant
Rock Ember Limited
17.8%
17.8% Distribution of Beer
Sale Street Brewery Co Limited
39.7%
23.8% Dormant
Studio 25 Limited
17.8%
17.8% Distribution of Beer
Tarmon Limited
17.8%
17.8% Distribution of Beer
Temperance Hospitality Company Limited
23.8%
23.8% Distribution of Beer
Temperance Holdings Limited
23.8%
23.8% Investment Holding Company
Tui Brewery Limited
39.7% 39.7% Dormant
Waitemata Brewery Limited
39.7% 39.7% Dormant

(D)
(D)
(B)
(D)
(D)
(D)
(B)
(B)
(D)
(B)
(D)
(D)
(B)
(B)
(B)
(D)
(D)
(D)
(D)
(B)
(B)

Country of Incorporation and Place of Business: Papua New Guinea


30.1%

(D)

South Pacific Brewery Limited

Country of Incorporation and Place of Business: United Kingdom

(C)

Tiger Beer UK Ltd

Notes:
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
(D) Audited by PricewaterhouseCoopers in the respective countries.

39.7%

30.1%

39.7%

Brewing and Distribution of Beer

Distribution of Beer and Stout

205

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP (contd)

Country of Incorporation and Place of Business: United States of America

(B)

Tiger Beer USA Inc

Country of Incorporation and Place of Business: Mongolia

(A)

MCS - Asia Pacific Brewery LLC

Country of Incorporation and Place of Business: Australia

(D)
(D)
(D)

Asia Pacific Breweries (Australia) Pty Ltd


FBG Vietnam Holdings Pty Ltd
DBG (Australia) Pty Limited

(D)

Lao Asia Pacific Breweries Limited

Country of Incorporation and Place of Business: New Caledonia

(C)

Grande Brasserie de Nouvelle Caledonie S.A


34.6%
34.6%



(C)
(C)

39.7%

21.8%

39.7%
39.7%
39.7%

39.7%

21.8%

39.7%
39.7%
39.7%

Distribution of Beer and Stout

Brewing and Distribution of Beer

Investment Holding
Investment Holding
Distribution of Beer

Country of Incorporation and Place of Business: Laos


27.0%

27.0%

Brewing and Distribution of Beer

Brewing and Distribution of Beer


and Spring Water

Country of Incorporation and Place of Business: Indonesia


PT Multi Bintang Indonesia Tbk
PT Multi Bintang Indonesia Niaga
(All the above companies, incorporated in Indonesia,

32.0%
32.0%

32.0%
32.0%

Brewing and Distribution of Beer


Distribution of Beer

accounting year ends on 31 December)

Country of Incorporation and Place of Business: Solomon Islands

(C)

Solomon Breweries Limited

38.9%

Brewing and Distribution of Beer

JOINT VENTURE COMPANIES OF ASIA PACIFIC BREWERIES GROUP


Country of Incorporation and Place of Business: Singapore

(C)

GAPL Pte Ltd


19.8%
19.8%
(Accounting year ends on 30 June)



(C)


(C)
(C)

Investment Holding and


Distribution of Beer

Country of Incorporation and Place of Business: China


Jiangsu DaFuHao Breweries Co. Ltd
22.0%
22.0% Brewing and Distribution of Beer
(Accounting year ends on 31 December)
Country of Incorporation and Place of Business: Thailand
Thai Asia Pacific Brewery Co Ltd
TAP Trading Company Ltd

Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
(D) Audited by PricewaterhouseCoopers in the respective countries.

14.6%
14.6%

14.6%
14.6%

Brewing and Distribution of Beer


Distribution of Beer

206

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


FOR THE YEAR ENDED 30 SEPTEMBER 2011

42. SUBSIDIARY, JOINT VENTURE AND ASSOCIATED COMPANIES (contd)


Effective
Shareholding
2011
2010 Principal Activities
ASSOCIATED COMPANIES OF ASIA PACIFIC BREWERIES GROUP

Country of Incorporation and Place of Business: New Zealand

(A)

The Associated Bottlers Company Ltd


19.8%
19.8% Hire of Returnable Beer Bottles
(Accounting year ends on 31 March)



(D)

Country of Incorporation and Place of Business: New Caledonia


Societe Industrielle des Eaux du Mont Dore
11.9%
11.9%
Bottling of Spring Water
(Accounting year ends on 31 December)

Notes:
(A) Audited by Ernst & Young in the respective countries.
(D) Audited by PricewaterhouseCoopers in the respective countries.

207

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

The main properties as at 30 September 2011 and their net book values are indicated below :
(F&N refers to Fraser and Neave Group, APBL refers to Asia Pacific Breweries Group, FCL refers to Frasers Centrepoint Limited
Group Frasers Centrepoint Limited Group and TPL refers to Times Publishing Group)
Land Building
($000) ($000)
(A)

CLASSIFIED AS FIXED ASSETS


(Note 12 to the Financial Statements)
FREEHOLD
Singapore
TPL
-

1.1 hectares industrial property at Times Centre, 1 New Industrial Road

Peninsular Malaysia
F&N
- 18.0 hectares industrial property at Lot 3-1 & Lot 3-2, Lion Industrial Park,
Shah Alam


-
2.1 hectares industrial property at 3724 to 3726 Sungei Nyior, Butterworth

-
2.7 hectares industrial property at 217, Jalan Lahat, Ipoh

-
2.2 hectares industrial property at 701, Jalan Tampoi, Johor Bahru

-
0.6 hectares industrial property at 598, Jalan Tampoi, Johor Bahru

-
0.1 hectares property at No. 3, Jalan Metro Pudu, Fraser Business Park

-
0.4 hectares industrial property at Seksyen 26, Shah Alam, Selangor

- Other properties

TPL

1.2 hectares industrial property at Lot 46, Subang Hi-Tech Industrial Park,
Batu Tiga, Shah Alam

East Malaysia
F&N
-
1.1 hectares industrial property at Matang Land District, Sarawak

-
2.0 hectares industrial property at Jalan Mempaga, Mukim Sabai, Karak
Thailand
F&N
-
1.2


-
9.2

New Zealand
APBL
- 17.4

-
9.1

- 10.8

6,100

5,605

19,771
1,921
1,146
3,118
427
-
568
380

31,704
853
1,535
70
1,417
6,242
397
6

1,568

2,677

1,782
1,505

1,159
2,807

hectares industrial property at Amphur Pakchong, Nakonratchasima


Province 30320
hectares industrial property at U-thai, Phra Nakhon Si Avutthava
13210

7,072

hectares industrial property for Waitemata Brewery site at Auckland


hectares industrial property for Mainland Brewery at Timaru
hectares industrial property for Tui Brewery at Pahiatua

3,585
171
312

14,588
1,697
1,162

0.2 hectare commercial property at Unit 7 & 8 Monash Business Park,


29 Business Park Drive, Nottinghill, Melbourne - Victoria


967

420

United States of America


TPL
-
3.4 hectares commercial property at 99 White Plains Road, Tarrytown,
New York

649

2,977

Australia
TPL
-

Mongolia
APBL
-

5.0 hectares industrial property at 10th Khoroo, Bayanzurkh District,


Ulaanbaatar City

Sri Lanka
APBL
-

-

0.4 hectares industrial property at Millawa Land


0.8 hectares industrial property at Ibbagamuwa Land

New Caledonia
APBL
-
3.7 hectares industrial property at 12 Rue Edmond Harbulot, Noumea

-
0.2 hectares residential property at 1 Rue De La Baie DHouiguie,
Noumea

Total Freehold

-
11
13
1,210

49,517

5,110
-
15,030

234

703

52,510

145,676

208

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(A)


CLASSIFIED AS FIXED ASSETS (contd)
(Note 12 to the Financial Statements)

Land Building
($000) ($000)

LEASEHOLD
Singapore
F&N
-
4.0


-
0.1


hectares industrial property at 214 Pandan Loop


(Lease expires year 2040)
hectares industrial property at 51 Quality Road
(Lease expires year 2014)

APBL

8.8 hectares industrial property at 459 Jalan Ahmad Ibrahim


(Lease expires year 2046)

TPL

- Commercial property at Unit #04-08 - #04-11, 176 Orchard Road Centrepoint



(Lease expires year 2078)


-
1.8 hectares offices at 16 & 18 Tuas Avenue 5
(Lease expires year 2043)
Peninsular Malaysia
F&N
-
3.6 hectares industrial property at 70 Jalan Universiti, Petaling Jaya


(Lease expires year 2058)

-
1.6 hectares industrial property at 16 Jalan Bersatu 13/4, Petaling Jaya


(Lease expires year 2058)

-
1.4 hectares industrial property at Lot 56, Section 4, Phase 2B,
Mukim Klang, Selangor


(Lease expires year 2097)

- Other properties

East Malaysia
F&N
-
1.8 hectares industrial property at 3.5 miles Penrissen Road, Kuching


(Lease expires year 2038)

-
2.6 hectares industrial property at 5.5 miles Tuaran Road, Kota Kinabalu
(Lease expires year 2062)

-
1.2 hectares industrial property at Lot 1557, Block 218 KNLD, Kuching


(Lease expires year 2038)

-
2.8 hectares industrial property at Matang Land District, Sarawak/Kuching
District


(Lease expires year 2038/2784)

-
0.4 hectares industrial property at Lot 1008, Bintawa Industrial Estate,
Kuching
(Lease expires year 2035)
Cambodia
APBL
-

11.3 hectares industrial property at Kandal Province


(Land rights expires year 2065)

Vietnam
APBL
- 13.0




- 30.0


-
5.1


-
7.7




-
3.0

hectares industrial property at Ho Chi Minh City


(Lease expires year 2021)
hectares industrial property at Van Tao Village - Hatay Province
(Lease expires year 2046)
hectares industrial property at Tien Giang Province
(Lease expires year 2022)
hectares industrial property at Danang City
(Lease expires year 2022)
hectares industrial property at Quang Nam
(Lease expires year 2046)

13,046

78

64

18,340

120

13,530

5,509

1,544

11,668
587

-
529

622

2,594

902

1,925

2,716

1,824

312

61

164

978

5,869

5,268

6,347

772

876

242

209

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(A)


CLASSIFIED AS FIXED ASSETS (contd)
(Note 12 to the Financial Statements)

Land Building
($000) ($000)

LEASEHOLD (contd)
Solomon Islands
APBL
- 14.0


-
2.0


hectares residential property at Mbaranaba


(Lease expires year 2045)
hectares residential property at Ranadi
(Lease expires year 2039 - 2045)

New Zealand
APBL
-
0.1 hectares retail property at Wellington
(Lease expires year 2017)

26

37

652

988

987

Australia
APBL
-
0.1 hectares office property at Sydney
-
(Lease expires year 2013)

14

Thailand
F&N
-
0.9 hectares industrial property at No. 19/111 Moo 7
Thakarm Road, Samaedam, Bangkhuntien, Bangkok 10150


(Lease expires year 2029)
TPL
- Warehouse at Soi Wat Kok #20/526-527, Rama II Road, Bangkok
(Lease expires year 2021)
Myanmar
F&N
-

5.0 hectares industrial property at Mingaladon Township, Yangon


(Lease expires year 2023)

China/Hong Kong
APBL
- 20.0


- 12.6




- 0.02

hectares industrial property at Haikou, Hainan, China


(Lease expires year 2065)
hectares industrial property at Guangzhou, China
(Lease expires year 2058)
hectares industrial property at Shanghai, China
(Lease expires year 2042)

TPL
- Residential property at Unit 1AF Riverside Garden, Shenyang, China

- Residential property at Vanke Garden, Shenyang , China

- Warehouse at Unit D, 2nd Floor, Freder Centre


68 Sung Wong Toi Road, Tokwawan, Kowloon, Hong Kong


(Lease expires year 2022)

- Industrial property at Dachong Western Industrial District

Nansha Panyu, Guangdong, China

(Lease expires year 2044)

- Industrial property at Unit A1,C5, Ko Fai Industrial Building

7 Ko Fai Road, Yau Tong, Kowloon, Hong Kong


(Lease expires year 2048)

- Factory at 1 Zhao Yu Street, Yuci Economic Development Zone


Jin Zhong City, Shanxi Province

(Lease expires year 2026)

- Offices at Seaview Estate - 10th Floor


Block C, No. 8 Watson Road, North Point, Hong Kong


(Lease expires year 2057)

- Offices at Seaview Estate - 9th Floor


Block C, No. 8 Watson Road, North Point, Hong Kong


(Lease expires year 2057)

424
-

3,278
31

1,078

9,524

4,476

15,693

4,976

14,435

259

-
-

183
91

18

2,502

13,475

367

2,919

4,528

108

4,285

96

210

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(A)

Land Building
($000) ($000)


CLASSIFIED AS FIXED ASSETS (contd)
(Note 12 to the Financial Statements)
LEASEHOLD (contd)
Papua New Guinea
APBL
-
2.6




-
9.7


-
4.8

hectares industrial property at Port Moresby


(Lease expires year 2105)
hectares industrial property at Lae and Goroka
(Lease expires year 2057 and year 2091)
hectares residential properties
(Lease expires year 2054 and year 2071)

Sri Lanka
APBL
-
2.3 hectares industrial property at Mawathagama
(Lease expires year 2027)
Laos
APBL
- 13.5 hectares industrial property at Veunkham Road, B.Nongno, Xaythany


District, Vientianne
(Lease expires year 2056)
Indonesia
APBL
- 10.4




- 30.0

(B)

hectares industrial property at Tangerang, West Java


(Lease expires year 2033)
hectares industrial property at Sampang Agung, East Java
(Lease expire between year 2025 - 2029)

809

4,129

272

4,176

29

167

34

344

1,194

6,471

81

1,747

647

1,925

Total Leasehold

45,451

158,513

TOTAL PROPERTIES (CLASSIFIED AS FIXED ASSETS)

97,961

304,189

85,540

76,460

432,310

152,190

CLASSIFIED AS INVESTMENT PROPERTIES


(Note 13 to the Financial Statements)
COMPLETED INVESTMENT PROPERTIES
Singapore
FCL
- A 24-storey office building at 438 Alexandra Road

Freehold, lettable area - 18,423 sqm

- Retained interests (excluding apartments) in a 7-storey shopping cum



residential complex with 2 basement floors at The Centrepoint,

176 Orchard Road

Leasehold (Lease expires year 2078), lettable area - 30,867 sqm

- A 10-storey commercial-cum-serviced apartment complex at Robertson Walk



Shopping Centre and Fraser Place Robertson Walk, 11 Unity Street,

with 2 basement carparks comprising a 2-storey retail podium and

161 serviced apartment units

Leasehold (999 years from July 1841)




Lettable area:
Retail
9,068 sqm

Serviced apartments
14,293 sqm

Total

23,361 sqm

148,960

114,740

211

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(B)

Land Building
($000) ($000)


CLASSIFIED AS INVESTMENT PROPERTIES (contd)
(Note 13 to the Financial Statements)
COMPLETED INVESTMENT PROPERTIES (contd)
Singapore (contd)
FCL
- A 20-storey commercial-cum-serviced apartment complex with a 3-storey

covered carpark, a 5-storey podium block, a 2-storey retail podium

and 251 serviced apartment units at Valley Point Shopping Centre/

Office Tower and Fraser Suites River Valley, River Valley Road

Leasehold (999 years from June 1877)

Lettable area :


Retail
Serviced apartments
Office

3,699 sqm
20,232 sqm
16,948 sqm

40,879 sqm

- Other properties

TPL
-
0.7




-
1.9


-
0.1

Total

249,920

202,480

1,405

145

hectares industrial property at 438 Ang Mo Kio Industrial Park


Leasehold (Lease expires year 2038)
-
11,000
hectares warehouse at No. 24 Senoko Drive
Leasehold (Lease expires year 2014)
-
hectares industrial property at 35 Kallang Pudding Road #07-14
Tong Lee Building Blk A
(Freehold)
-
1,100

Vietnam
FCL
- A 23-storey retail/office building plus 2 basements at Me Linh Point Tower,



2 Ngo Duc Ke Street, District 1, Ho Chi Minh City

Leasehold (Lease expires year 2045), lettable area - 17,816 sqm
30,803
24,882
China
FCL

- A 2 cross shaped, 5-storey buildings, 2 blocks of office space, an amenity



centre, 3 hi-tech multi-purpose buildings and a multi storey carpark

building at Vision (Shenzhen) Business Park, Shenzhen Industrial

Hi-Tech Industrial Park. Gaoxing South Ring Road/Keji South Road,
Shenzhen

Leasehold (Lease expires year 2049), lettable area - 157,610 sqm

40,836

143,374

- A 13-storey building with 2 levels of basement car parks and ancillary



facilities at Vision International Centre (Sohu.com Internet Plaza),

TsingHua Science Park, No. 1 Zhongguancun East Road,

Haidian District, Beijing

Leasehold (Lease expires year 2053), lettable area - 14,820 sqm
41,572
17,653

- A building comprising residential (3rd to 23rd level) and clubhouse



(2nd level) at Fraser Suites CBD Beijing (EEL), Block D, No. 7

Guanghua Road, Chaoyang District, Beijing

Leasehold: Residental (Lease expires year 2073)

Clubhouse (Lease expires year 2043)


Lettable area - 28,419 sqm

- 229,139

Indonesia
FCL
- 108 apartment units in Tower A of Fraser Sudirman Jakarta,

The Peak Sudirman 1, Jakarta

Freehold, lettable area - 11,388 sqm

37,819
-

212

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(B)

Land Building
($000) ($000)


CLASSIFIED AS INVESTMENT PROPERTIES (contd)
(Note 13 to the Financial Statements)
COMPLETED INVESTMENT PROPERTIES (contd)
Philippines
FCL
- 69 apartment units with 116 car park lots in the East Tower of Fraser Place

Forbes Tower, Valero Street, Salcedo Village, Makati City, Manila

Leasehold, lettable area - 17,046 sqm
Australia
FCL
- 115 apartment units in 2 blocks of high rise building at Melbourne, VIC 3000

Freehold, lettable area - 4,808 sqm

United Kingdom
FCL
- 2 buildings of 63 serviced residences at C2 and C3 The Boardwalk, Trafalgar

Way, London E14

Leasehold (999 years from 25 December 1999),

lettable area - 4,765 sqm


- A 4-storey building of 99 serviced residences at Fraser Suites 1-19 Albion

Street, Glasgow G1 1 NY


Freehold, lettable area - 4,964 sqm


25,503


38,301

62,966

18,693


- A 8-storey building of serviced residences with 75 apartments at Fraser Suites


Edinburgh, St Giles Street

Freehold, lettable area - 4,037 sqm
12,520
13,591
Hong Kong
TPL
- Shop unit at Houston Centre, Tsimshatsui East, Kowloon

Leasehold (Lease expires year 2053), lettable area - 68 sqm
633
100
TOTAL COMPLETED INVESTMENT PROPERTIES

1,120,619 1,094,016

INVESTMENT PROPERTIES UNDER CONSTRUCTION


Singapore
FCL
- A 12-storey hotel and a shopping mall at Plot 61, Changi Business Park

Leasehold land of approximately 47,006 sqm

- A mixed commercial and residential development at Punggol Central/

Punggol Walk

Leasehold land of approximately 29,999 sqm
Peninsular Malaysia
F&N
- A carpark and gallery at Jalan Yew, Kuala Lumpur


Freehold land of approximately 3,788 sqm
TOTAL INVESTMENT PROPERTIES UNDER CONSTRUCTION

TOTAL PROPERTIES (CLASSIFIED AS INVESTMENT PROPERTIES)


30,500

11,200

215,956

2,209


2,240

248,696

13,409

1,369,315 1,107,425

213

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

Effective
Group


interest


%
(C)

CLASSIFIED AS COMPLETED PROPERTIES HELD FOR SALES


(Note 23 to the Financial Statements)
Australia
FCL
- The Habitat
Freehold land of approximately 862 sqm situated at 11-17 Chandos Streets, Sydney.
The development has a gross floor area of 7,855 sqm and consists of 60 residential
units, 2 retail and 9 offices.

75

- Lumiere
Freehold land of approximately 3,966 sqm situated at former Regent Theatre,
Frontages on George Street, Bathurst & Kent Street, Sydney NSW. The development
has a gross floor area of 62,000 sqm and 1 retail podium, 456 residential units,
145 serviced apartments, 3 retail and 1 commerical unit.


81

- Lorne
Freehold land of approximately 4,022 sqm situated at 27,29 & 36A Lorne Ave,
Killara NSW 2071. The development has a gross floor area of 6,671 sqm and
consist of 40 residential apartments.
75

- Trio, Alexandra & Altro


Freehold land of approximately 9,366 sqm situated at Pyrmont Road
Camperdown NSW. The development has a gross floor area of 38,847 sqm and
consist of 409 residential units and 2 offices.

88

56

- Ninth Zhongshan



Leasehold land of approximately 73,152 sqm situated at No. 2 Xinglin Street
Zhongshan District Da Lian. The development has a gross floor area of 63,054 sqm and
consists of 439 residential units and 105 carpark lots. Twin Towered development
comprising of 32 storey east tower and 30 storey west tower.

China/Hong Kong
FCL
- Scenic Place
Leasehold land of approximately 26,052 sqm situated at No. 305 Guang An Men Wai
Avenue Xuan Wu, District Beijing. The development has a gross floor area of
95,855 sqm and consists of 788 residential units and 64 carpark lots.

56

- Greenery Place
Leasehold land of approximately 6,796 sqm situated at No.1 Town Park Road South,
Yuen Long, Hong Kong. The development has a gross floor area of 22,106 sqm and
consists of four 11 storey residential towers with a total of 330 residential units,
a clubhouse and 133 carpark lots.
56

- Crosspoint
Leasehold land of approximately 7,111 sqm situated at Xi Cheng District, Xin Jie Kou,
Beijing. The development has a gross floor area of 28,572 sqm.

100

- Chengdu Logistics Park


Leasehold land of approximately 195,846 sqm situated at South-West sector of
Chengdu. The development has a gross floor area of 584,283 sqm.


80

- Suzhou Baitang
Leasehold land of approximately 314,501 sqm situated at Baitang Park, Suzhou.
The development has a gross floor area of 555,000 sqm and consists of approximately
3,884 apartment units.



100

- Shanshui Four Seasons


Leasehold land of approximately 711,101 sqm located near the Light Rapid Transit
station at Si Chen Road in Song Jiang District, Shanghai. The development has a gross
floor area of 782,418 sqm.

76

214

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

Effective
Group


interest


%
(C)

CLASSIFIED AS COMPLETED PROPERTIES HELD FOR SALES (contd)


(Note 23 to the Financial Statements)
Singapore
FCL
- Soleil @ Sinaran
Leasehold land of approximately 12,468 sqm situated at Sinaran Drive.
The development has a gross floor area of 44,878 sqm and consists of 417
condominium units.
100

- Changi City Point


Business park component of a mixed development in a leasehold land of approximately
47,006 sqm in Changi Business Park. The development has a gross floor area of
117,515 sqm.

50

Thailand
FCL
- The Pano
Freehold land of approximately 40,608 sqm situated at Rama III Road, Bangkok,
The development has a gross floor area of 62,322 sqm and consists of 397
condominium units.
49
United Kingdom
FCL
- Wandsworth
Freehold land of approximately 40,015 sqm situated at River Thames, London.
The development has a gross floor area of 27,000 sqm and consists of 203
residential units and 8 commercial units.


80

- Buckswood Grange
Freehold land of approximately 800 sqm situated at Uckfield, Sussex. The development
has a gross floor area of 2,434 sqm and consists of apartments and townhouses.

80

- Shoppenhangers Lane
Freehold land of approximately 3,035 sqm situated at Maidenhead. The development
has a gross floor area of 2,316 sqm and consists of proposed 28 residential units.

80

- Collins Theatre
Freehold land of approximately 4,273 sqm situated at Islington, London.
The development has a gross floor area of 7,659 sqm and consists of 70 apartment
units, 2 townhouse units and commercial space.


80

215

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(D)

CLASSIFIED AS DEVELOPMENT PROPERTIES HELD FOR SALE


(Note 23 to the Financial Statements)
Effective

Stage of
Group

Completion
Estimated Date
interest

%
of Completion
%
Singapore
FCL

Waterfront Waves - Leasehold land (99-year tenure


commencing 31 October 2007) of approximately
19,885 sqm at Bedok Reservoir Road for the
development of 405 residential units of approximately
51,233 sqm of gross floor area for sale.

100

4th Quarter FY2011

50

Waterfront Key - Leasehold land (99-year tenure


commencing 31 October 2007) of approximately
19,980 sqm at Bedok Reservoir Road for the
development of 437 residential units of approximately
51,013 sqm of gross floor area for sale.

72

4th Quarter FY2012

50

Waterfront Gold - Leasehold land (99-year tenure


commencing 26 December 2009) of approximately
14,496 sqm at Bedok Reservoir Road for the
development of 361 residential units of approximately
36,085 sqm of gross floor area for sale.

13

1st Quarter FY2014

50

Waterfront Isle - Leasehold land (99-year tenure


commencing 26 December 2009) of approximately
20,800 sqm at Bedok Reservoir Road for the
development of 561 residential units and 2 retail units
of approximately 52,491 sqm of gross floor area
for sale.

4th Quarter FY2014

50

Caspian - Leasehold land (99-year tenure commencing


1 March 2008) of approximately 22,000 sqm
Boon Lay Way/Lakeside Drive for the development
of 712 condominium units of approximately
79,762 sqm of gross floor area for sale.

80

1st Quarter FY2012

100

Flamingo Valley - Freehold land of approximately


31,164 sqm at Siglap Road for the development
of 393 condominium units of approximately
43,629 sqm of gross floor area for sale.

22

4th Quarter FY2013

100

8 @ Woodleigh - Leasehold land (99-year tenure


commencing 22 September 2008) of approximately
10,774 sqm at Woodleigh Close for the development
of 330 condominium units of approximately
30,164 sqm of gross floor area for sale.

61

2nd Quarter FY2012

100

Residences Botanique - Freehold land of approximately


5,590 sqm at Yio Chu Kang Road/Sirat Road for a
residential development of 81 units of approximately
7,960 sqm of gross floor area for sale.

77

1st Quarter FY2012

100

216

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(D)

CLASSIFIED AS DEVELOPMENT PROPERTIES HELD FOR SALE (contd)


(Note 23 to the Financial Statements)


Effective

Stage of
Group

Completion
Estimated Date
interest

%
of Completion
%
Singapore (contd)
FCL

Esparina Residences - Leasehold land (99-year tenure


commencing 2 June 2010) of approximately 19,000
sqm at Compassvale Bow for a residential development
of 573 units approximately 56,643 sqm of gross floor
area for sale.

13

2nd Quarter FY2013

80

Eight Courtyards - Leasehold land (99-year tenure


commencing 20 September 2010) of approximately
26,540 sqm at Yishun Ave 2/Ave 7/Canberra Drive
for the development of 654 residential units and 2
retail units of approximately 70,902 sqm of gross floor
area for sale.

3rd Quarter FY2014

50

- Freehold land of approximately 2,801 sqm at Holland


Park for the development of 2 good class bungalows
for sale.

4th Quarter FY2012

100

Boathouse Residences - Leasehold land (99-year tenure


commencing 9 February 2011) of approximately
13,000 sqm at Upper Serangoon View for the
development of 493 residential units and 1 retail unit
of approximately 49,004 sqm of gross floor area
for sale.

4th Quarter FY2014

50

Starhub Centre - Leasehold land (99-year tenure


commencing 1 February 1996) with 240 retail units
at Cuppage Road together with the building erected
thereon.

4th Quarter FY2014

100

Flora Drive - Leasehold land (99-year tenure


commencing 14 September 2011) of approximately
26,818 sqm at Flora Drive for the proposed
development of approximately 432 residential units of
approximately 37,545 sqm of gross floor area for sale.

1st Quarter FY2014

100

Seastrand - Leasehold land (99-year tenure


commencing 3 January 2011) of approximately 20,000
sqm at Pasir Ris Link for the development of 473
residential units and 2 retails units of approximately
40,314 sqm of gross floor area for sale.

4th Quarter FY2014

50

Watertown/Waterway Point - Leasehold land (99-year


tenure commencing 18 May 2011) of approximately
29,999 sqm at Punggol Central/Punggol Walk for a
mixed commercial and residential development.
The residential component of the proposed
development comprises approximately 930 residential
units of approximately 75,598 sqm of gross floor area
for sale.

1st Quarter FY2014

33

217

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(D)

CLASSIFIED AS DEVELOPMENT PROPERTIES HELD FOR SALE (contd)


(Note 23 to the Financial Statements)


Effective

Stage of
Group

Completion
Estimated Date
interest

%
of Completion
%
Malaysia
F&N

- Freehold land of approximately 245,287 sqm at


Hulu Langat, Selangor for a proposed development of
residential properties.

57

- Freehold land of approximately 12,268 sqm at


Johor Bahru, State of Johor for a proposed
development of commercial properties.

57

- Freehold land of approximately 35,532 sqm at


Jalan Universiti, Petaling Jaya, Selangor for a proposed
mixed development.

57

- Freehold land of approximately 15,961 sqm at


Jalan Bersatu, Petaling Jaya, Selangor for a proposed
mixed development.

57

100

49

Thailand
FCL

The Pano - freehold land of approximately 40,608 sqm


situated at Rama III Road, Bangkok, which is separated
into Phase 1 of 14,062 sqm and Phase 2 and 3 of
26,546 sqm. Phase 1 consists of development of 397
condominium units of approximately 62,322 sqm of
gross floor area for sale.

Australia
FCL

Queens Riverside - Freehold land of approximately


11,895 sqm situated at East Perth for a proposed
mixed development comprising approximately
408 private apartment units, 165 serviced suites and
commercial space of a total of approximately
59,200 sqm of gross floor area for sale.

4th Quarter FY2012

88

Paramatta River - Freehold land of approximately


48,240 sqm situated at Parramatta, Sydney for a
proposed development of approximately 637
apartment units of approximately 57,300 sqm of
gross floor area for sale.

4th Quarter FY2014

75

Killara Pavilions - Freehold land of approximately


6,215 sqm situated at Killara, Sydney for a
proposed development comprising 99 apartment units
of approximately 9,190 sqm of gross floor area for sale.

4th Quarter FY2013

75

Frasers Landing - Freehold land of approximately


522,000 sqm situated at Mandurah, Western Australia
for a proposed mixed residential and commercial
development.

4th Quarter FY2017

56

Central Park - freehold land of approximately 48,000


sqm situated at Broadway, Sydney for a proposed
mixed development of approximately 2,257 residential
apartment units of approximately 139,800 sqm of
gross floor area for sale and commercial space of
approximately 73,700 sqm of gross floor area for sale.

4th Quarter FY2015

38

218

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(D)

CLASSIFIED AS DEVELOPMENT PROPERTIES HELD FOR SALE (contd)


(Note 23 to the Financial Statements)


Effective

Stage of
Group

Completion
Estimated Date
interest

%
of Completion
%
Australia (contd)

Central Park (CUB Site) - Freehold land of


approximately 10,000 sqm situated at Broadway,
Sydney for a proposed mixed development of
approximately 555 residential apartment units of
approximately 29,750 sqm of gross floor area for sale
and commercial space of approximately 12,250 sqm
of gross floor area for sale.

4th Quarter FY2015

75

Putney - Freehold land of approximately 113,500 sqm


situated at Putney, Sydney for a proposed development
comprising 678 apartment and 113 houses of
approximately 79,600 sqm of gross floor area for sale.

2nd Quarter FY2017

75


100
-


FY2010
2nd Quarter FY2010 2nd Quarter FY2016

- Shanshui Four Seasons - Leasehold land (70-year


tenure commencing 6 December 2003) of
approximately 711,101 sqm located near the
Light Rapid Transit station at Si Chen Road in
Song Jiang District, Shanghai for a composite
development with a total of approximately
782,418 sqm of gross floor area for sale.
- Phase 1
- Phase 2 to 5


100
-


FY2010
FY2018

76
76


100
70
-


3rd Quarter FY2011
3rd Quarter FY2012
FY2017

100
100
100

- Vision Shenzhen Business Park (Phase 3)

56

China
FCL

- Chengdu Logistics Park - Leasehold land (50-year


tenure commencing 19 September 2007) of
approximately 195,846 sqm situated in Chengdu for
a mixed industrial/commercial development with a
total of approximately 609,594 sqm of gross floor
area for sale.

- Phase 1 (Office)
- Phase 2 to 4

Baitang One - Leasehold land (70-year tenure


commencing 27 December 2004) of approximately
314,501 sqm situated in Gongye Yuan District,
Nan Shi Jie Dong, Suzhou for a residential
development of a total of approximately
555,000 sqm of gross floor area for sale.
- Baitang One (Phase 1a)
- Baitang One (Phase 1b)
- Baitang One (Phase 2-4)

80
80

219

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

PARTICULARS OF GROUP PROPERTIES

(D)

CLASSIFIED AS DEVELOPMENT PROPERTIES HELD FOR SALE (contd)


(Note 23 to the Financial Statements)


Effective

Stage of
Group

Completion
Estimated Date
interest

%
of Completion
%
New Zealand
FCL

Broadview - Freehold land of approximately


6,831 sqm in the South Island, Queenstown for a
proposed development of 29 luxury residential
apartments of approximately 8,400 sqm of
gross floor area for sale.

Project on Hold

75

Coast @ Papamoa - Freehold land of approximately


271,168 sqm located in Tauranga in the Bay of Plenty
for a proposed development of approximately 682
houses and apartments and a beach front
condominium complex of approximately 136,500 sqm
of gross floor area for sale.

4th Quarter FY2014

68

4th Quarter FY2016

80

- Freehold land of approximately 1,781 sqm situated


at 143 - 161 Wandsworth Road, London.

80

- Freehold land of approximately 2,310 sqm situated


at Camberwell Green and Camberwell New Road,
London.

80

Completed

40

80

Project on Hold

80

United Kingdom
FCL

Freehold land of approximately 20,531 sqm on the


south bank of River Thames, London for a proposed
residential and commercial development of 504
residential units and ancillary office and retail space
of a total of approximately 32,236 sqm of gross floor
area for sale for Phase 3 of the Wandsworth Riverside
Development.

Freehold land of approximately 2,226 sqm situated at


Water Street, Edinburgh for a residential development
of 50 apartments of approximately 4,140 sqm of gross
floor area for sale.

- Freehold land of approximately 3,035 sqm situated


at Brown Street, Glasgow.
- Freehold land of approximately 5,870 sqm situated
at Baildon.

100

220

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

SHAREHOLDING STATISTICS
AS AT 08 DECEMBER 2011

Class of shares - Ordinary share


Voting rights - One vote per share

Size of holding
Number of Shareholders
%
Number of Shares1
%


1 - 999
393
2.79
128,721
0.01

1,000 - 10,000
10,474
74.29
37,000,725
2.62
10,001 - 1,000,000
3,197
22.67
181,647,609
12.85
1,000,001 and above
35
0.25
1,194,460,887
84.52

14,099
100.00
1,413,237,942
100.00

TWENTY LARGEST SHAREHOLDERS (as shown in the Register of Members)


No

Shareholders Name

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20

Citibank Nominees Singapore Pte Ltd


Merrill Lynch (Singapore) Pte Ltd
DBSN Services Pte Ltd
DBS Nominees Pte Ltd
Great Eastern Life Assurance Co Ltd - Participating Fund
HSBC (Singapore) Nominees Pte Ltd
Great Eastern Life Assurance (Malaysia) Berhad
Oversea Chinese Bank Nominees Pte Ltd
The Overseas Assurance Corporation Ltd
UOB Kay Hian Pte Ltd
United Overseas Bank Nominees Pte Ltd
Lee Pineapple Company Pte Ltd
The Great Eastern Trust Private Limited
BNP Paribas Nominees Singapore Pte Ltd
Raffles Nominees (Pte) Ltd
Lee Latex Pte Limited
Tropical Produce Company Pte Ltd
BNP Paribas Securities Services Singapore
Selat Pte Limited
DB Nominees (Singapore) Pte Ltd

Number of Shares Held1

283,922,806
216,916,859
86,420,043
78,190,904
77,358,575
73,742,536
70,393,850
47,897,765
46,505,570
40,332,930
39,113,631
18,375,000
17,587,805
13,504,547
12,006,384
10,656,115
8,665,400
8,615,566
5,265,000
4,648,646
1,160,119,932

20.09
15.35
6.12
5.53
5.47
5.22
4.98
3.39
3.29
2.85
2.77
1.30
1.24
0.96
0.85
0.75
0.61
0.61
0.37
0.33
82.08

Note:
1

Percentage is based on 1,413,237,942 shares (excluding shares held as Treasury Shares) as at 8 December 2011. Treasury Shares as at 8 December 2011 is
1,073,000 shares.

SUBSTANTIAL SHAREHOLDERS (as shown in the Register of Substantial Shareholders)

1
2
3
4

5

Oversea-Chinese Banking Corporation Limited


Great Eastern Life Assurance Company Limited
Great Eastern Holdings Limited

Kirin Holdings Company, Limited
held through Merrill Lynch (Singapore) Pte. Ltd. - depository agent
Prudential Asset Management (Singapore) Ltd
(reporting on behalf of Prudential Asset Management (Singapore) Ltd.,
Jackson National Life and M&G Investments)

DIRECT INTEREST
(Number of Shares)

DEEMED INTEREST
(Number of Shares)

46,226,850
77,409,075
-
211,109,000

212,919,065
70,393,850
212,293,685
-

113,188,859

Based on the Register of Substantial Shareholders, the Percentage of shareholding of the Company held in the hands of the public
is more than 10% and this complies with Rule 723 of the Listing Manual.
Notes:
*

Substantial Shareholders are those shareholders who own at least 5% of the equity of the Company.

Deemed Interests in shares arise, for example, when a person (including a company) owns at least 20% of another company which in turn owns shares in
Fraser and Neave, Limited. The person is deemed to have an interest in the Fraser and Neave, Limited shares owned by that other company. It is, therefore,
possible for several persons to be deemed interested in the same shares.

This note is merely illustrative. For a full understanding of the scope of the regulations, it is necessary to refer to the Companies Act.

221

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

INTERESTED PERSON TRANSACTIONS

Particulars of interested person transactions (IPTs) for the period 1 October 2010 to 30 September 2011 as required under Rule
907 of the SGX Listing Manual.

Name of interested person

Aggregate value
of all interested
person transactions
during the financial
year under review
(excluding transactions
less than $100,000 and
transactions conducted
under shareholders
mandate(3) pursuant
to Rule 920)

Aggregate value
of all interested
person transactions
conducted during
the financial year
under review under
shareholders mandate(3)
pursuant to Rule 920
(excluding transactions
less than $100,000)

Stamford Law Corporation(1)


- Provision of legal services to the Company
$152,495
Nil

Eastern Realty Company Limited(2)


- Lease of residential building to Fraser Residence Orchard Pte Ltd
(an indirect wholly-owned subsidiary of the Company)
$28,900,000
Nil
Notes:
(1)

The Senior Director of Stamford Law Corporation is an associate of a Director of the Company.

(2)

Eastern Realty Company Limited is an associate of a controlling Shareholder of the Company.

(3)

There was no shareholders IPT mandate during the financial year under review.

222

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

FRASER AND NEAVE, LIMITED


(COMPANY REGISTRATION NO. 189800001R)
(INCORPORATED IN SINGAPORE)

NOTICE OF ANNUAL GENERAL MEETING


Date :
Place :

Friday 27 January 2012


Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958

NOTICE IS HEREBY GIVEN that the 113th Annual General Meeting of FRASER AND NEAVE, LIMITED will be held at Level 2,
Alexandra Point, 438 Alexandra Road, Singapore 119958 on Friday 27 January 2012 at 10.00 a.m. for the following purposes:

ROUTINE BUSINESS
1.

To receive and adopt the report of the directors and audited financial statements for the year ended 30 September 2011.

2.

To approve a final tax-exempt (one-tier) dividend of 12.0 cents per share in respect of the year ended 30 September 2011.

3.

To pass the following resolutions on the recommendation of the Nominating Committee and endorsement of the Board
of Directors in respect of appointment of Directors:
(a)

That Mr Timothy Chia Chee Ming, who retires by rotation, be and is hereby re-appointed as a Director of the
Company.

Subject to his re-appointment, Mr Chia, who is considered an independent director, will be re-appointed as
Chairman of the Remuneration & Staff Establishment Committee, and a member of each of the Audit and
Nominating Committees.

(b)

That Mr Koh Beng Seng, who retires by rotation, be and is hereby re-appointed as a Director of the Company.
Subject to his re-appointment, Mr Koh, who is considered an independent director, will be re-appointed as Chairman
of the Audit Committee.

(c)
That Mr Tan Chong Meng, who retires by rotation, be and is hereby re-appointed as a Director of the Company.

Subject to his re-appointment, Mr Tan who is considered an independent director, will be re-appointed as a
Member of the Audit Committee.
(d)

That Dr Seek Ngee Huat, who was appointed during the year, be and is hereby re-appointed as a Director of the
Company.

4.

To approve Directors fees of S$2,900,000 payable by the Company for the year ending 30 September 2012 (last year:
S$2,700,000).

5.

To re-appoint auditors for the ensuing year and authorise the Directors to fix their remuneration.

SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions, with or without any modifications:6.

That authority be and is hereby given to the Directors of the Company to:
(a)

(i)

issue shares in the capital of the Company (shares) whether by way of rights or bonus; and/or

(ii)

make or grant offers, agreements or options (collectively, Instruments) that might or would require
shares to be issued, including but not limited to the creation and issue of (as well as adjustments to)
warrants, debentures or other instruments convertible into shares,

on a pro rata basis to shareholders of the Company at any time and upon such terms and conditions and for such
purposes as the Directors may in their absolute discretion deem fit; and

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

223

FRASER AND NEAVE, LIMITED


(COMPANY REGISTRATION NO. 189800001R)
(INCORPORATED IN SINGAPORE)

(b)

(notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in
pursuance of any Instrument made or granted by the Directors while this Resolution was in force,

provided that:
(1)

the aggregate number of shares to be issued pursuant to this Resolution (including shares to be issued in
pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 50% of the total number
of issued shares in the capital of the Company, excluding treasury shares (as calculated in accordance with
sub-paragraph (2) below);

(2)

(subject to such manner of calculation as may be prescribed by the Singapore Exchange Securities Trading Limited
(SGX-ST)) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph
(1) above, the total number of issued shares, excluding treasury shares, shall be based on the total number of
issued shares in the capital of the Company, excluding treasury shares, at the time this Resolution is passed,
after adjusting for:

(i)

new shares arising from the conversion or exercise of any convertible securities or share options or vesting
of share awards which are outstanding or subsisting at the time this Resolution is passed; and

(ii)

any subsequent bonus issue, consolidation or subdivision of shares;

(3)

in exercising the authority conferred by this Resolution, the Company shall comply with the provisions of the Listing
Manual of the SGX-ST for the time being in force (unless such compliance has been waived by the SGX-ST) and the
Articles of Association for the time being of the Company; and

(4)

(unless revoked or varied by the Company in general meeting) the authority conferred by this Resolution shall
continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which
the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier.

7.

That approval be and is hereby given to the Directors of the Company to allot and issue from time to time such
number of ordinary shares in the capital of the Company as may be required to be issued pursuant to the exercise of options
under the Fraser and Neave, Limited Executives Share Option Scheme 1999 (the 1999 Scheme), provided that the
aggregate number of ordinary shares to be issued pursuant to the 1999 Scheme shall not exceed 15% of the total number
of issued ordinary shares in the capital of the Company, excluding treasury shares, from time to time.

8.

That approval be and is hereby given to the Directors of the Company to:
(a)

grant awards in accordance with the provisions of the F&N Restricted Share Plan (the Restricted Share Plan)
and/or the F&N Performance Share Plan (the Performance Share Plan); and

(b)

allot and issue such number of ordinary shares in the capital of the Company as may be required to be delivered
pursuant to the vesting of awards under the Restricted Share Plan and/or the Performance Share Plan,

provided that the aggregate number of new ordinary shares allotted and issued and/or to be allotted and issued, when
aggregated with existing ordinary shares in the capital of the Company (including shares held in treasury) delivered and/or
to be delivered, pursuant to the Restricted Share Plan and the Performance Share Plan, shall not exceed 10% of the total
number of issued ordinary shares in the capital of the Company, excluding treasury shares, from time to time.

9.

That authority be and is hereby given to the Directors of the Company to allot and issue from time to time such number
of ordinary shares in the capital of the Company as may be required to be allotted and issued pursuant to the Fraser and
Neave, Limited Scrip Dividend Scheme.

224

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

FRASER AND NEAVE, LIMITED


(COMPANY REGISTRATION NO. 189800001R)
(INCORPORATED IN SINGAPORE)

OTHER BUSINESS
10.

To transact any other business which may properly be brought forward.

By Order of the Board


Anthony Cheong Fook Seng
Group Company Secretary
Singapore, 4 January 2012

A member of the Company entitled to attend the meeting and vote is entitled to appoint not more than two proxies to attend and
vote instead of him; a proxy need not be a member of the Company. Where a member of the Company appoints more than one
proxy, he shall specify the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy or
proxies (a form is enclosed) must be deposited with the Company Secretary at the registered office not less than 48 hours before
the time appointed for holding the meeting.

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

225

FRASER AND NEAVE, LIMITED


(COMPANY REGISTRATION NO. 189800001R)
(INCORPORATED IN SINGAPORE)

STATEMENT PURSUANT TO ARTICLE 64 OF THE COMPANYS ARTICLES OF ASSOCIATION


The effects of the resolutions under the heading Special Business in this Notice of the 113th Annual General Meeting are:
(a)

Ordinary Resolution No. 6 is to authorise the Directors of the Company from the date of that meeting until the
next Annual General Meeting to issue shares and/or make or grant instruments that might require shares to be issued on
a pro rata basis to shareholders of the Company, and to issue shares in pursuance of such instruments, up to a limit of
50% of the total number of issued shares in the capital of the Company, excluding treasury shares, calculated as described
in the Resolution.

(b)

Ordinary Resolution No. 7 is to authorise the Directors of the Company to allot and issue from time to time such
number of ordinary shares in the capital of the Company as may be required to be issued pursuant to the exercise of options
under the Fraser and Neave, Limited Executives Share Option Scheme 1999 (the 1999 Scheme) up to an aggregate limit
of 15% of the total number of issued ordinary shares in the capital of the Company, excluding treasury shares, from time
to time (the 15% Limit). The 15% Limit is calculated by including the ordinary shares which have already been allotted
and issued pursuant to the exercise of options under the 1999 Scheme since the implementation of the 1999 Scheme.

(c)

Ordinary Resolution No. 8 is to authorise the Directors of the Company to offer and grant awards and to issue
ordinary shares in the capital of the Company pursuant to the F&N Restricted Share Plan (the Restricted Share Plan)
and the F&N Performance Share Plan (the Performance Share Plan) provided that the aggregate number of new
ordinary shares allotted and issued and/or to be allotted and issued, when aggregated with existing ordinary shares in the
capital of the Company (including shares held in treasury) delivered and/or to be delivered, pursuant to the Restricted
Share Plan and the Performance Share Plan, shall not exceed 10% of the total number of issued ordinary shares in
the capital of the Company, excluding treasury shares, from time to time. The Committee administering the Restricted
Share Plan and the Performance Share Plan currently does not intend, in any given year, to grant awards under the
Restricted Share Plan and the Performance Share Plan which would comprise more than 1% of the total number of issued
ordinary shares from time to time (the Yearly Limit). However, if the Yearly Limit is not fully utilised in any given year,
the balance of the unutilised Yearly Limit may be used by the Company to make grants of awards in subsequent years.

(d)

Ordinary Resolution No. 9 is to authorise the Directors of the Company to allot and issue ordinary shares in the capital of
the Company pursuant to the Fraser and Neave, Limited Scrip Dividend Scheme to eligible members who, in respect of a
qualifying dividend, have elected to receive scrip in lieu of the cash amount of that qualifying dividend.

226

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

This page is intentionally left blank.

FRASER
NEAVE,
LIMITED
Fraser and Neave, AND
Limited & Subsidiary
Companies
Annual Report 2011

IMPORTANT
1. For investors who have used their CPF monies to buy Fraser and Neave,
Limited shares, this Annual Report is forwarded to them at the request of
their CPF Approved Nominees and is sent FOR 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 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 respective Agent Banks so that
their Agent Banks may register, in the required format, with the Company
Secretary, Fraser and Neave, Limited. (Agent Banks: please see note No. 8 on
required format).

227

(COMPANY REGISTRATION NO. 189800001R)


(INCORPORATED IN SINGAPORE)

PROXY FORM ANNUAL GENERAL MEETING


I/We

(Name)

(NRIC/Passport Number)
(Address)

of
being a member/members of Fraser and Neave, Limited (the Company), hereby appoint:
Name

Address

NRIC/Passport Number

Proportion of
Shareholdings (Note 2)
No. of Shares
%

NRIC/Passport Number

Proportion of
Shareholdings (Note 2)
No. of Shares
%

and/or (delete as appropriate)


Name

Address

or failing him/them, the Chairman of the Annual General Meeting (the AGM), 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 AGM of the Company to be held at 10.00 a.m. on 27 January
2012 at Level 2, Alexandra Point, 438 Alexandra Road, Singapore 119958 and at any adjournment thereof. I/We direct my/our
proxy/proxies to vote for or against the resolutions to be proposed at the AGM as indicated hereunder. If no specific direction as
to voting is given, the proxy/proxies may vote or abstain from voting at his/their discretion, as he/they may on any other matter
arising at the AGM.
NOTE: The Chairman of the AGM will be exercising his right under Article 70(a) of the Articles of Association of the
Company to demand a poll in respect of the resolutions to be put to the vote of members at the AGM and at
any adjournment thereof. Accordingly, such resolutions at the AGM will be voted on by way of poll.
NO.

No. of Votes
For*

RESOLUTIONS RELATING TO:

No. of Votes
Against*

ROUTINE BUSINESS
1.

To receive and adopt the report of the Directors and audited financial statements for the
year ended 30 September 2011.

2.

To approve a final tax-exempt (one-tier) dividend of 12.0 cents per share in respect of the
year ended 30 September 2011.

3.

(a) To re-appoint Director: Mr Timothy Chia Chee Ming


(b) To re-appoint Director: Mr Koh Beng Seng
(c) To re-appoint Director: Mr Tan Chong Meng
(d) To re-appoint Director: Dr Seek Ngee Huat

4.
5.

To approve Directors fees of S$2,900,000 payable by the Company for the year ending
30 September 2012.
To re-appoint auditors for the ensuing year and authorise Directors to fix their remuneration.
SPECIAL BUSINESS

6.

To authorise Directors to issue shares and to make or grant convertible instruments.

7.

To authorise Directors to allot and issue shares pursuant to the Fraser and Neave, Limited
Executives Share Option Scheme 1999.

8.

To authorise Directors to grant awards and to allot and issue shares pursuant to the F&N
Restricted Share Plan and/or the F&N Performance Share Plan.

9.

To authorise Directors to allot and issue shares pursuant to the Fraser and Neave, Limited
Scrip Dividend Scheme.
OTHER BUSINESS

10.

To transact any other business which may properly be brought forward.

* If you wish to exercise all your votes For or Against the relevant resolution, please tick () within the relevant box provided.
Alternatively, if you wish to exercise your votes for both For and Against the relevant resolution, please indicate the number of
Shares in the boxes provided.

Dated this

day of

Signature/Common Seal of Member(s)

2012.

Total Number of Shares held


(Note 4)

IMPORTANT: PLEASE READ NOTES OVERLEAF

228

Fold and seal here

Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011

NOTES TO PROXY FORM:


1. A member of the Company entitled to attend the meeting and vote is entitled to appoint one or two proxies to attend and vote instead of him;
a proxy need not be a member of the Company. The instrument appointing a proxy or proxies must be deposited with the Company Secretary at the
registered office not less than 48 hours before the time appointed for holding the meeting.
2. Where a member appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his shareholding (expressed as
a percentage of the whole) to be represented by each proxy.
3. Completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the meeting. Any
appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Company reserves
the right to refuse to admit any person or persons appointed under this instrument of proxy, to the meeting.
4. If the member has shares entered against his name in the Depository Register (as defined in Section 130A of the Companies Act, Cap. 50 of
Singapore), he should insert that number of shares. If the member has shares registered in his name in the Register of Members of the Company,
he should insert that number of shares. If the member has shares entered against his name in the Depository Register and registered in his name in
the Register of Members, he should insert the number of shares entered against his name in the Depository Register and registered in his name in the
Register of Members. If no number is inserted, this form of proxy will be deemed to relate to all shares held by the member.
5. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the
instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its
attorney or a duly authorised officer.
6. Where an instrument appointing a proxy or proxies is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly
certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may
be treated as invalid.
7. The Company shall be entitled to reject a Proxy Form which is incomplete, improperly completed, illegible or where the true intentions of the appointor
are not ascertainable from the instructions of the appointor specified on and/or attached to the Proxy Form. In addition, in the case of a member whose
shares are entered in the Depository Register, the Company may reject a Proxy Form if the member, being the appointor, is not shown to have shares
entered against his name in the Depository Register as at 48 hours before the time appointed for holding the meeting, as certified by The Central
Depository (Pte) Limited to the Company.
8. Agent Banks acting on the request of CPF investors who wish to attend the meeting as Observers are required to submit in writing, a list with details
of the investors name, NRIC/Passport numbers, addresses and numbers of shares held. The list, signed by an authorised signatory of the Agent Bank,
should reach the Company Secretary, at the registered office of the Company not later than 48 hours before the time appointed for holding the
meeting.
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Affix
Postage
Stamp

THE COMPANY SECRETARY


FRASER AND NEAVE, LIMITED
#21-00 Alexandra Point
438 Alexandra Road
Singapore 119958

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FINANCIAL CALENDAR

Date

Event

27 January 2012

Annual General Meeting

10 February 2012

Announcement of 1st Quarter Results

(after close of trading) (tentative)

(after close of trading) (tentative)

Announcement of 2nd Quarter Results


Declaration of Interim Dividend

10 August 2012

Announcement of 3rd Quarter Results

11 May 2012

(after close of trading) (tentative)

16 November 2012
(after close of trading) (tentative)

Announcement of Full Year Results


Declaration of Final Dividend

Fraser and Neave, Limited


#21-00 Alexandra Point
438 Alexandra Road
Singapore 119958
Tel : (65) 6318 9393
Fax: (65) 6271 0811
www.fraserandneave.com
(Company Registration No. 189800001R)
(Incorporated in Republic of Singapore)
For online version of F&N FY2011 Annual Report, please refer to www.fraserandneave.com/FN_investor_r_reports.asp
For easy-to-read guides on annual reports, please refer to www.sgx.com/wps/wcm/connect/mp_en/site/highlights/highlight_contents/Investors_Guide

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