F&N Strength
F&N Strength
F&N Strength
STR3NGTH
CONTENTS
Our Businesses
Food & Beverage
Properties
Publishing & Printing
02
04
06
08
10
12
Board of Directors
18
Corporate Information
26
Corporate Structure
27
28
29
30
42
58
Investor Relations
65
Treasury Highlights
66
68
70
72
73
76
77
92
Financial Calendar
IBC
Our
Str3ngth
inspires
confidence
Our DIVERSITY
HAS Global
APPEAL
Our
strategy
ensures
stability
OUR
EXPERTISE
MAKES THE
DIFFERENCE
08
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
core businesses
Revenue
$6,274M
+157%
Increased 157% from
FY2001s $2,439m
$1,152M
+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
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
44.1 cents
+227%
Increased 227% from
FY2001s 13.48 cents
Distribution1
18.0 cents
+200%
Increased 200% from
FY2001s 6.0 cents
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
Revenue (%)
33
34
FY2011
$6,274M
49
FY2011
$1,152M
45
64
59
FY2011
$621M
3
Properties
Others
11
STR3NGTH
30
Presence in over
countries
Leadership positions in our key markets
SINGAPORE REVENUE
OTHERS REVENUE
$2,200M
$514M
-38%
+27%
$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%
12
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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.
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
$6,274M
$1,152M
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
15
16
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
17
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Looking Ahead
Acknowledgements
18
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
BOARD OF DIRECTORS
19
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: 06 Sep 2007
: 27 Jan 2011
: 4 years 01 month
: 26 Jan 2006
: 28 Jan 2010
: 5 years 08 months
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
20
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
BOARD OF DIRECTORS
Mr Ho Tian Yee
Mr Hirotake Kobayashi
21
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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
Others
Served on the Risk Committee of the Government of Singapore
Investment Corporation
Others
Nil
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
22
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
BOARD OF DIRECTORS
23
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Others
Japan Wealth Management Securities Inc
Sing-Han International Financial Services Limited
: 26 Jan 2006
: 22 Jan 2009
: 5 years 08 months
: 26 Sep 2011
:: 0 month
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
Others
GIC Real Estate Pte Ltd
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
25
STR3NGTH
Others
National University Health System Pte Ltd
PSA International Pte Ltd
: 18 Jun 2008
: 22 Jan 2009
: 3 years 03 months
Others
Nil
: 21 Oct 2003
: 28 Jan 2010
: 7 years 11 months
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 Pascal De Petrini
Chief Executive Officer, Food & Beverage
REGISTERED OFFICE
AUDIT COMMITTEE
(including Risk Management Committee)
NOMINATING COMMITTEE
Mr Ho Tian Yee (Chairman)
Mr Timothy Chia Chee Ming
Mr Nicky Tan Ng Kuang
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
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
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
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
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
8,745
7,955
4,308
5,408
9,127
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
28.6
28.7
26.8
31.4
33.2
25.7
41.8
52.1
44.1
62.2
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
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
$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
$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
34
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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.
35
STR3NGTH
Refreshingly popular
Spreading delights
36
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
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.
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
STR3NGTH
41
42
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
$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 $2 billion
Obtained TOP for four residential
projects in Singapore and one
in China
Grew Singapore pipeline with
acquisition of five sites (3.5 million sqf
GFA; about 3,050 units)
Divested Bedok Point
Divested 50%-interest in
Central Park mixed-use site
Commercial Propertys occupancies
and rentals remained healthy
Grew Commercial Property pipeline
Hospitality opened 10 properties
and secured another 10 management
contracts
Note:
1 Includes Park Lane and QIII which were soft
launched in Jun and Sep 2011, respectively
2 Includes sales from previously launched projects
44
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Market Review
Development Property
Eight Courtyards
45
STR3NGTH
Projects
No. of units
% Sold
%
Completion
Ave.
selling price
Land cost
@ 30 Sep 11
@ 30 Sep 11
($ psf)
($ psf)
Est.
completion date
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%
(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
47
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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 $40 million. The combined
resources and unique strengths of F&N and Sekisui will enable
us to accelerate the development and realisation of the value
of this six-hectare site. Besides early recycling of the Groups
capital ahead of project completion, this move also provides
us the added financial flexibility to intensify the recycling
of our remaining Australian inventory and to seek other
opportunities.
48
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
@ 30 Sep 11
%
Completion
@ 30 Sep 2011
Ave.
selling price
Land cost
(A$ 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)
Land cost
662
1.3
124
553
0.4
83
Location
Effective
interest
Est. no.
of units
-Fraser/Sekisui JV
Sydney
37.5%
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
(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
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
80.0%
4.4
Shenzhen
56.2%
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
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
51
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52
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Commercial Portfolio
Effective
interest
Book value
Net lettable
area
40.7%
$78
71,610
99%
99%
40.7%
$128
80,985
98%
Properties
($ million)
(sqf)
Occupancy
FY2011
FY2010
Causeway Point
40.7%
$820
418,543
92%
97%
Northpoint
40.7%
$533
235,536
98%
99%
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%
100.0%
$25
39,817
100%
100%
50.0%
na
208,000
73%
na
33.3%
na
365,000
na
na
100.0%
$53
159,977
83%
68%
2,350,963
26.0%
$126
72,109
96%
83%
Alexandra Technopark
26.0%
$359
1,048,950
100%
100%
26.0%
$555
368,238
100%
100%
KeyPoint
26.0%
$285
309,963
88%
81%
Alexandra Point
100.0%
$162
198,436
98%
98%
100.0%
$170
182,429
97%
94%
50.0%
na
640,407
na
na
26.0%
$121
216,591
100%
100%
26.0%
$373
356,770
100%
98%
26.0%
$63
108,509
89%
89%
26.0%
$22
15,944
100%
100%
26.0%
$38
53,805
100%
100%
34.0%
$59
159,520
100%
98%
56.2%
$184
1,378,300
100%
100%
75.0%
$56
190,263
96%
95%
5,300,235
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
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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.
53
54
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Country
Property
Equity
(%)
No. of units
Occupancy
FY2011
FY2010
OWNED PROPERTIES
Australia
80.5
201
88%
89%
A$236
100.0
115
72%
na
A$114
A$223
na
China
100.0
357
85%
85%
RMB637
RMB586
Indonesia
100.0
108
65%
na
US$122
na
London
100.0
63
89%
90%
153
143
32.1
30
81%
89%
107
101
32.1
69
83%
69%
211
197
Philippines
100.0
89
88%
87%
PHP6,664
PHP6,184
Scotland
100.0
99
70%
72%
68
73
100.0
75
72%
68%
106
98
100.0
163
92%
94%
$297
$271
100.0
251
84%
85%
$275
$238
Singapore
1,620
Note:
1 Planned enhancement work affected occupancy
Country
Property
Bahrain
91
China
232
272
187
228
210
407
104
360
276
237
134
110
Hong Kong
87
Hungary
54
Japan
114
France
London
No. of units
18
106
12
14
22
Malaysia
216
Philippines
35
Qatar
138
50
Singapore
72
South Korea
213
237
Thailand
143
156
163
84
Others
194
Turkey
116
UAE
180
Vietnam
170
5,442
55
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Watertown
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
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.
57
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58
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
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.
From left to right: Spanish edition of the successful My Pals are Here! Mathematics, Launch of Singapore Mathematics Global Forum
61
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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
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.
63
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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.
64
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
65
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INVESTOR RELATIONS
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
IIFL Capital
Kim Eng Research
Nomura
OSK Research
66
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
TREASURY HIGHLIGHTS
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.
$ 747m
$ 592m
$ 2,070m
$ 554m
$ 3,963m
67
STR3NGTH
$ 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
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.
69
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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
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
71
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72
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
73
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Chairman shares his insights and thoughts during the MDP dialogue segment
74
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Chairman engaging the MDP participants during the Up Close and Personal dialogue session
Chairman joins the employees in scaling the 100PLUS Challenger rock wall
75
STR3NGTH
MDP participants engaging in experiential learning through Angry Birds and the high ropes challenge
76
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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.
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.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
77
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
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
Board
EXCO
Audit
Committee
Remuneration
& Staff
Establishment
Committee
1(3)
Nil
8/8
5/5
Nil
8/8
5/5
2/2
1/1
8/8
Mr Ho Tian Yee
8/8
5/5
2/2
1/1
7/7
8/8
5/5
1/1
8/8
5/5
2/2
Nil
8/8
4/5
8/8
5/5
5/5
1/1
Nil
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
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
81
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
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Non-Independent
Independent
Independent
Independent
Non-Independent
Independent
Independent
Non-Independent
Independent
Independent
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
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
85
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Total
%
Remuneration
$
Fee
%
Salary
%
Bonus
%
Allowances
& Benefits
%
1,550,200(3)
100
100
127,500
100
100
82,000
100
100
198,500(4)
100
100
66,081
100
100
123,000
100
100
2,041
100
100
119,000
100
100
113,500
100
100
137,000
100
100
Mr Ho Tian Yee
Mr Hirotake Kobayashi
(1)
(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
%
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
1,315,715
42
24
28
100
1,258,422
49
26
20
100
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
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
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
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
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
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
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.
90
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
91
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Age
57
65
Bachelor of Science,
University of Singapore
Working Experience
Area of Responsibility
1982 1989
Manager, Corporate Recovery Services, Ernst & Young
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
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
59
1982 1989
Project Manager, Singapore Land Ltd
1989 1996
General Manager (Property Division), First Capital
Corporation Ltd
1996 2004
Managing Director, MCL Land Ltd
Bachelor of Business
Administration,
University of Singapore
1982 1985
Audit Senior/Audit Manager, Price Waterhouse
Singapore
1985 1989
Regional Financial Controller, MK Electric SEA Pte Ltd
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
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
92
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
93
Statement by Directors
102
103
Profit Statement
104
105
Balance Sheet
106
107
110
112
207
Shareholding Statistics
220
221
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:
2.
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)
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.
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.
Consolidation of every five existing units into one unit in Frasers Commercial Trust.
4.
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.
(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:
(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
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)
(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.
(b)
Restricted Share Plan (RSP) and Performance Share Plan (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*
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.
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
Exercised (33,000)
Lapsed due to Expiry (2,200)
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.
(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.
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.
(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)
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.
(e)
Share Options pursuant to Frasers Property (China) Limited Share Option Scheme (FPCL Scheme) (contd)
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.
(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
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)
(53,858)
(62,333)
4(c)
1,097,693
-
140,057
1,237,750 1,129,070
175,129 43,041
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
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
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)
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
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)
Comprehensive income
Share of other comprehensive
income of associated
companies
(643)
(365)
2,557
(1,696)
552
(5,125)
- 22,153
(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
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
11
42,902
-
1,202
- 12,573
(1,202)
(7,830)
12,573
-
35,072
348
-
- 20,682
(65)
12,921
-
- 35,072
Dividends 9
Dividend paid
- (85,145)
Dividend proposed
- (169,382)
- 169,382
65 (253,390)
42,902
65
3,541
20,682
21
2,577
(6,916)
Dilution of interest in an
associated company
450
(561)
111
-
471
2,016
(6,805)
536 (251,374)
(6,805)
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)
108
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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)
1,341,707
178,052 (19,226)
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
(490)
490
(1,771)
- (39,401)
- (46,793)
(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)
935,733
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
-
32,795
- (168,236)
- (238,543)
- 168,236
7,257
83
-
83
9,833
9,916
- (407,117) (407,117)
83
83 (397,284) (397,201)
- (238,460)
32,795
138,609 (16,169)
7,257
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
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
-
-
-
615
615
-
-
- 315,027
615
-
-
-
-
615
- 315,027
- 315,027
615
- 315,642
110
Fraser and Neave, Limited & Subsidiary Companies Annual Report 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
THE GROUP
2011
($000)
2010
($000)
112
Fraser and Neave, Limited & Subsidiary Companies Annual Report 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
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
2.
114
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2.
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
2.
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.
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Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
2.
(b)
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
-
-
-
-
-
-
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
2.
Investment Properties
(a)
(b)
118
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
2.
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.
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
2.
(a)
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 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
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2.
Retirement Benefits
Provision for retirement benefits is made in accordance with:
(i)
(ii)
(iii)
defined contribution plans under statutory regulations in the country, where applicable.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
121
2.
(b)
(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.
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
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2.
(c)
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.
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
2.
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 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.
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
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2.
(b)
(i)
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 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 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.
(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
2.
(f) Impairment
(i)
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)
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)
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.
126
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2.
(b)
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
127
2.
(i)
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 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.
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.
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.
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
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2.
(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)
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)
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)
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
2.
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
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4.
THE GROUP
(a)
2011
($000)
2010
($000)
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
4.
THE GROUP
2011
($000)
2010
($000)
(d) Profit before taxation and exceptional items have been arrived at
after charging:
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
5.
Operating Segment
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
5.
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
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
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
THE GROUP
6.
2010
($000)
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
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
% %
136
Fraser and Neave, Limited & Subsidiary Companies Annual Report 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.
THE GROUP
Discontinued
Operations
2011
2010
($000)
($000)
Total
2011
($000)
2010
($000)
620,552
584,471
620,552
582,616
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
44.1 cts
41.8 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
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)
620,128
584,099
(1,860)
620,128
582,239
875,432
728,373
91,440
875,432
819,813
(465) (372)
(360)
91,080
874,967
728,001
(465) (732)
874,967
819,081
138
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Continuing
Operations
2011
2010
Total
2011
2010
No. of shares
7,814,066
7,814,066
14,612,630
7,814,066
43.6 cts
41.6 cts
- cts
(0.1) cts
43.6 cts
41.5 cts
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.
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
2011
($000)
2010
($000)
THE COMPANY
2011
($000)
RESERVES
2010
($000)
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
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
59,310
1,424
-
18
1,468
(6,620)
(1,055)
(16)
-
-
-
80,209
436,026 1,098,173
991
21,275
134,161
655,279
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
2011
($000)
2010
($000)
(c)
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
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
144
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
2011
($000)
2010
($000)
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)
15,492
145
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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%
23 December 2010
48.8%
- (1) 100.0%
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%
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
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:-
($000)
7,583
(1,886)
5,697
2010
($000)
301,626 301,626
132,795 132,795
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
(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).
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)
9,089
4,398
Consideration paid
Less: Cash and cash equivalents
13,487
(1,893)
11,594
148
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
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
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)
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
Deferred
Other
Development Management Intangible
Goodwill Costs Contracts Assets Total
($000) ($000) ($000) ($000) ($000)
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
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
151
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(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
152
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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%).
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
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.
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
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)
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
155
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
THE GROUP
2011
($000)
2010
($000)
Development profit
4,623,837 5,216,307
(1,127,070) (1,394,249)
Progress payments received
(b)
3,496,767
3,822,058
487,127
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).
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Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
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
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
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.
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
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
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
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
150,000
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
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)
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.
2011
($000)
2010
($000)
25,044
19,303
(656) 107
-
809
-
(891)
(2,907) (2)
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
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
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
Benefit liability
Present value of benefit obligation
Fair value of plan assets
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
163
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(d)
Share Options
Approval by Shareholders
(i)
(1999 Scheme)
30 September 1999
(ii)
(APBL Scheme)
21 February 1995
(F&NHB Scheme)
(iv)
(FPCL Scheme)
(v)
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
(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
(%)
(%)
165
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
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
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
(d)
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
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
$6.29
Exercise Period
19.09.2003 - 18.11.2010
08.07.2004 - 07.09.2011
15.07.2005 - 14.09.2012
08.07.2006 - 07.09.2013
2011
3.8
22.7
3.5
4.9
14.62
14.52
2010
3.9
21.8
3.6
4.5
11.20
11.34
167
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(d)
2010
Dividend yield (%)
Expected volatility (%)
Risk-free interest rate (%)
Expected life of option (years)
Share price at date of grant ($)
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
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
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
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
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
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
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
THE COMPANY
Balance Sheet
2011
2010
($000)
($000)
- -
171
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
THE GROUP
2011
($000)
2010
($000)
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
46,623 41,352
102,368
98,500
59,088
40,231
208,079
180,083
308,061 267,361
172
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
359
80
345
400
368
76 423 414
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.
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
152 -
173
Fraser and Neave, Limited & Subsidiary Companies Annual Report 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).
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
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
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
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
The Company
(278) -
(278) -
4,982
5,164
150,000
4,982
-
5,164
-
5,445 166,469
(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
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
2010
($000)
915,536
586,840
Notional Amount
THE COMPANY
2011
($000)
2010
($000)
100,000 100,000
The Group
($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
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
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
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)
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)
(iv)
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
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
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
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
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
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
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
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
(c)
(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
(g)
(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)
189
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
(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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF THE COMPANY
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
(A)
100.0%
Investment Holding
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
191
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF F&N CREAMERIES GROUP
**
(A)
(A)
(A)
(A)
100.0%
- Dormant
**
NJoy Dairies International Sdn Bhd
100.0%
SUBSIDIARY COMPANIES OF FRASER & NEAVE HOLDINGS GROUP
- Dormant
(A)
(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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASER & NEAVE HOLDINGS GROUP (contd)
(A)
(A)
(A)
56.7%
57.0%
56.7%
57.0%
Brand Owner
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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)
194
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)
(A)
75.0%
75.0%
Property Investment
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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)
(A)
56.2%
56.2%
Investment Holding
56.2%
75.2%
(B)
(B)
(A)
(A)
56.2%
75.2%
Property Holding
Investment Holding
(C)
(C)
(C)
(C)
80.0%
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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)
(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)
(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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)
(A)
(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
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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF FRASERS CENTREPOINT GROUP (contd)
(A)
(A)
(A)
(A)
75.0%
67.5%
67.5%
75.0%
67.5%
67.5%
Property Development
Property Development
Property Development
(A)
(A)
100.0%
Management Consultancy
SUBSIDIARY COMPANIES OF TIMES PUBLISHING GROUP
**
Notes:
(A) Audited by Ernst & Young in the respective countries.
** In voluntary liquidation.
199
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF TIMES PUBLISHING GROUP (contd)
100.0%
100.0%
Commercial Printing
(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
(A)
(A)
(A)
(A)
(A)
(A)
(A)
49.0%
49.0%
Publishing - Education
(A)
(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
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF TIMES PUBLISHING GROUP (contd)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(C)
Publishing of Library
Reference Books
50.0%
50.0%
Investment Holding
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
Effective
Shareholding
2011
2010 Principal Activities
JOINT VENTURE COMPANIES OF FRASERS CENTREPOINT GROUP (contd)
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
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)
ASSOCIATED COMPANIES OF THE COMPANY
(C)
(C)
29.5%
29.5%
202
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
ASSOCIATED COMPANIES OF TIMES PUBLISHING GROUP
(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)
ASSOCIATED COMPANIES OF FRASER & NEAVE HOLDINGS GROUP
(C)
Investment in Residential
Property Fund
(A)
(C)
24.4%
42.9%
SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP
(D)
(D)
(D)
(D)
(D)
Notes:
203
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP (contd)
(D)
(D)
(D)
(D)
(D)
(D)
(D)
(D)
(B)
(B)
(C)
(C)
(C)
(C)
(C)
(C)
(C)
31.7%
23.8%
39.7%
39.7%
23.8%
23.8%
23.8%
19.0%
50.0%
50.0%
31.7%
23.8%
39.7%
39.7%
23.8%
23.8%
23.8%
19.0%
50.0%
50.0%
Investment Holding
Investment Holding
50.0%
Investment Holding
(C)
(D)
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%
204
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP (contd)
(B)
(B)
(D)
(D)
(D)
(B)
(D)
(D)
(D)
(D)
(D)
(B)
(D)
(D)
(D)
(B)
(B)
(D)
(B)
(D)
(D)
(B)
(B)
(B)
(D)
(D)
(D)
(D)
(B)
(B)
(D)
(C)
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%
205
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
SUBSIDIARY COMPANIES OF ASIA PACIFIC BREWERIES GROUP (contd)
(B)
(A)
(D)
(D)
(D)
(D)
(C)
(C)
(C)
39.7%
21.8%
39.7%
39.7%
39.7%
39.7%
21.8%
39.7%
39.7%
39.7%
Investment Holding
Investment Holding
Distribution of Beer
27.0%
32.0%
32.0%
32.0%
32.0%
(C)
38.9%
(C)
(C)
(C)
(C)
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%
206
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Shareholding
2011
2010 Principal Activities
ASSOCIATED COMPANIES OF ASIA PACIFIC BREWERIES GROUP
(A)
(D)
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
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)
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
7,072
3,585
171
312
14,588
1,697
1,162
967
420
649
2,977
Australia
TPL
-
Mongolia
APBL
-
Sri Lanka
APBL
-
-
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
(A)
CLASSIFIED AS FIXED ASSETS (contd)
(Note 12 to the Financial Statements)
Land Building
($000) ($000)
LEASEHOLD
Singapore
F&N
-
4.0
-
0.1
APBL
TPL
-
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
-
Vietnam
APBL
- 13.0
- 30.0
-
5.1
-
7.7
-
3.0
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
(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
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
-
China/Hong Kong
APBL
- 20.0
- 12.6
- 0.02
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
(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
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)
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
97,961
304,189
85,540
76,460
432,310
152,190
Total
23,361 sqm
148,960
114,740
211
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(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
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
40,836
143,374
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
(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
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
Effective
Group
interest
%
(C)
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
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
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
76
214
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Effective
Group
interest
%
(C)
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
(D)
100
50
72
50
13
50
50
80
100
22
100
61
100
77
100
216
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(D)
Effective
Stage of
Group
Completion
Estimated Date
interest
%
of Completion
%
Singapore (contd)
FCL
13
80
50
100
50
100
100
50
33
217
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(D)
Effective
Stage of
Group
Completion
Estimated Date
interest
%
of Completion
%
Malaysia
F&N
57
57
57
57
100
49
Thailand
FCL
Australia
FCL
88
75
75
56
38
218
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(D)
Effective
Stage of
Group
Completion
Estimated Date
interest
%
of Completion
%
Australia (contd)
75
75
100
-
FY2010
2nd Quarter FY2010 2nd Quarter FY2016
100
-
FY2010
FY2018
76
76
100
70
-
3rd Quarter FY2011
3rd Quarter FY2012
FY2017
100
100
100
56
China
FCL
80
80
219
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
(D)
Effective
Stage of
Group
Completion
Estimated Date
interest
%
of Completion
%
New Zealand
FCL
Project on Hold
75
68
80
80
80
Completed
40
80
Project on Hold
80
United Kingdom
FCL
100
220
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
SHAREHOLDING STATISTICS
AS AT 08 DECEMBER 2011
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
Shareholders Name
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
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.
1
2
3
4
5
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
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.
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)
The Senior Director of Stamford Law Corporation is an associate of a Director of the Company.
(2)
(3)
There was no shareholders IPT mandate during the financial year under review.
222
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
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
(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)
(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
OTHER BUSINESS
10.
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
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
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
(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
%
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*
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.
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.
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.
* 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
2012.
228
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2011
Affix
Postage
Stamp
Fold here
FINANCIAL CALENDAR
Date
Event
27 January 2012
10 February 2012
10 August 2012
11 May 2012
16 November 2012
(after close of trading) (tentative)