inspire
Inviting malls that give you so much more
report to unitholders 2005
UNIT REGISTRAR
INTRODUCTION
Corporate Profile 01
Vision & Mission 04
Key Achievements in 2005 05
INSPIRING LEADERSHIP
Trust Structure 40
Corporate Governance 41
Board of Directors 52
The Trust Management Team 56
The Property Management Team 60
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INCREASING DOMINANCE
INTEGRATING PEOPLE
& SOCIETY Portfolio at a glance 92
Tampines Mall 96
Human Resources 64 Junction 8 104
Corporate Social Responsibility 66 Funan DigtaLife Mall 112
IMM Building 120
Plaza Singapura 128
Bugis Junction 136
Hougang Plaza Units/ 144
Sembawang Shopping Centre/
Jurong Entertainment Centre/
IN REVIEW
Market Overview 76
Operations & Financial Review 78
Accounting Policies 89
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Vision & Mission
VISION
Creating Value,
Maximising Returns, and
Transforming Experiences
for all Stakeholders
MISSION
To deliver stable distributions
and sustainable total returns to
Unitholders
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Achievements in 2005
+27.3%
UNIT PRICE APPRECIATION
S$770.6 million
+33.1%
TOTAL RETURNS FOR
UNITHOLDERS
+14.4% ACQUISITIONS
Acquisition of Four Assets worth over S$770.69
million
1. Based on the CMT closing unit price of S$1.76 on 31 December 2004 and the closing unit price of S$2.24 on 30 December 2005.
2. Based on total DPU of 10.23 cents for the financial year ended 31 December 2005, the closing unit price of S$1.76 on 31 December 2004 and the closing unit price of S$2.24 on 30 December 2005.
3. Based on the first year rental rate of the new lease versus the last year rental rate of the old lease.
4. Forecast rental rates for the period 1 January 2005 to 30 October 2005 is the basis for forecast shown in CMT Circular dated 20 July 2004 and the forecast rental rates for the period 31 October 2005 to 31 December 2005 is the basis
for the forecast shown in the CMT Circular dated 18 October 2005.
5. Based on the gross revenue of S$177.2 million for the financial year 2004 and the gross revenue of S$243.1 million for the financial year 2005.
6. Based on the valuation of Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM Building and Plaza Singapura as at 1 December 2004 and 1 December 2005.
7. Based on adjusted net asset value per Unit of S$1.63 as at 31 December 2005 and S$1.30 as at 31 December 2004.
8. Based on an asset size of S$2.3 billion as at 31 December 2004 and an asset size of S$3.4 billion as at 31 December 2005
9. Valuation of S$580.8 million for Bugis Junction as at 18 July 2005, valuation of S$39.7 million for approximately 92.4 percent of the total share values in Hougang Plaza as at 21 April 2005 and S$4.6 million for approximately 4.3
percent of the total share values in Hougang Plaza as at 15 June 2005, S$79.0 million for Sembawang Shopping Centre as at 28 April 2005 and S$69.1 million for Jurong Entertainment Centre as at 30 June 2005, all of which were
determined by CB Richard Ellis (Pte) Ltd using the Capitalisation of Income Approach, Discounted Cash Flow Analysis and Direct Comparison Method.
10. Based on the market capitalisation of S$2.1 billion as at 31 December 2004 and the market capitalisation of S$3.1 billion as at 31 December 2005.
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6 > inspire
INgenious
Growth
Strategies
We proactively manage CapitaMall Trust to create
value and growth: We have grown our business
through yield-accretive acquisitions, innovative
asset enhancements and proactive management
of our properties. And, we have grown it by being
open to new ideas and cultivating our capacity to be
imaginative when it comes to unlocking value for our
stakeholders. We call our proven value creation cum
growth strategies, The 6 ‘i’s.
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Growth Strategies
6
The
“i”s
Growth Strategies
6
The • INtegrated Retail Real Estate Platform
1
INtegrated Retail team of fund and asset managers who work closely
and seamlessly with each other to:
Real Estate Platform:
• Formulate medium and long-term strategies and
initiatives to deliver higher sustainable returns
We leverage on our strong sponsor,
• Enhance the shopping experience to attract and
CapitaLand Limited’s, unique integrated increase shoppers’ traffic
retail real estate platform, combining the
• Review space usage to optimise income
best of retail real estate management and
capital management capabilities, which is • Manage and monitor rental arrears to minimise bad
debts
one of its kind in Asia.
• Manage projects to ensure timely completion within
budgets
INTEGRATED RETAIL REAL ESTATE PLATFORM
Net Property Investment • Manage and monitor property expenses to maximise
RETAIL Income Returns
CAPITAMALL
UNITHOLDERS net property income
REAL ESTATE TRUST
Ownership Investment
• Address all key operational issues to ensure
RETAIL MANAGEMENT PLATFORM REAL ESTATE CAPITAL MANAGEMENT PLATFORM
alignment with the Manager’s strategies
Property
Retail
Management Strategic
Design &
Asset Strategic Fund • Manage lease renewals and new leases diligently
Development Planning & Structuring &
Management & Operational
Leasing
Marketing
Management Management
Investment Management to minimise rental voids
Growth Strategies
2
INtrinsic
Organic Growth:
A major component of CMT’s growth has been achieved
through:
Inherent to our strategy for maximising • Step-up rent which typically provide an organic
CMT’s performance is the exploration of growth of 1.0 to 2.0 percent annually
new avenues for stable and sustainable • Gross turnover rent, tied to about 0.5 to 1.0 percent
revenue growth from our tenants and of our tenants’ sales, which is a useful management
malls. tool, and aligns CMT’s interests with those of the
tenants
3
INnovative Asset
Enhancement Initiatives: Diverse ways to increase the yield and productivity
of our retail space include:
Creative asset planning unlocks the • Decantation whereby lower yielding spaces are
potential value of CMT’s malls to transformed into higher yielding spaces
4
INviting
The increasing shoppers’ traffic is generated through:
Experiences:
• Alignment of tenancy mix with current market
trends which ensures a continuing good mix of
Staying ahead of consumer trends, we attractive and popular retail outlets in our malls
constantly reinvent the retail experience • New retail concepts which generate fresh
with innovative shopping, dining and excitement and positive sales
leisure combinations which helps to • Enhancing shoppers’ experience with a more
maximise the sales of the tenants and pleasant, comfortable and exciting environment by
improving connectivity between floors, installing
generates growth through improved electronic car park guidance systems, upgrading
rental income. restroom facilities, baby nursing rooms, children’s
playgrounds and alfresco dining areas
5
INvaluable
Investments:
• Our investments must satisfy the investment
criteria of (a) upfront yield accretion, (b) rental
The ability to identify yield-accretive sustainability and (c) potential for value creation.
acquisitions and investments to add to
• We aim to grow our asset size in Singapore to S$5.0
the portfolio and further enhance their billion to S$6.0 billion by 2008.
value is central to CMT’s growth.
• Our 27.2 percent investment in CapitaRetail
Singapore Limited (CRS), whose portfolio consists
of Lot One Shoppers’ Mall, Bukit Panjang Plaza and
Rivervale Mall, has produced a minimum coupon
rate of 8.2 percent per annum. The valuation of the
CRS portfolio has increased from S$540.0 million
(as at 1 December 2004) to S$558.0 million (as at 1
December 2005). CapitaMall Trust has the right of
first refusal to purchase these properties.
Growth Strategies
6
INtensive Capital
and Risk Management:
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IN Conversation_ Letter to Unitholders
FINANCIAL PERFORMANCE
Singapore’s economy, building from 2004’s solid base and benefiting from
the favourable external environment and the government’s restructuring
and upgrading efforts, continued to perform strongly particularly in the
second half of the year. Gross Domestic Product (GDP) in 2005 grew 6.43
percent over 2004. Besides the good economic performance, we saw a
record high 8.9 million in tourist arrivals, increased retail and catering
sales figures, positive business sentiments among retailers and high
demand for space from local and international retailers.
1. Aggregate purchase price for the acquisition of Bugis Junction (S$580.8 million), Sembawang Shopping Centre (S$78.0
million), Hougang Plaza Units (S$43.8 million) and Jurong Entertainment Centre (S$68.0 million).
2. Based on the CMT closing unit price of S$2.24 on 30 December 2005.
3. Source: Ministry of Trade and Industry.
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HSUAN OWYANG PUA SECK GUAN
CHAIRMAN CHIEF EXECUTIVE OFFICER
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IN Conversation_ Letter to Unitholders
High Occupancy and Strong Rental Renewal Rates 30 June 2005 (78.8 percent) and 16 August 2005 (4.3 percent). Bugis
The overall positive economic sentiments, together with the higher Junction and Jurong Entertainment Centre were acquired for S$580.8
domestic consumer confidence, continued to sustain the close to 100 million and S$68.0 million, respectively on 31 October 2005. The four
percent occupancy rates and strong rental renewal rates at our malls, yield-accretive acquisitions, totalling S$770.6 million, offered further
which were 12.64 percent and 6.85 percent better than preceding and geographic diversification benefits by allowing CMT to cater to
forecast rental rates, respectively. tenancy demands in different parts of Singapore. They also provided
CMT with an opportunity to increase our free float and trading
Stable Distributions and Attractive Total Returns liquidity. In addition, CMT reduced our total net property income
In line with our vision to deliver stable distributions and sustainable derived from any one property to no more than 23.3 percent, down
total returns to Unitholders, CMT has continued to outperform our from 30.0 percent for the same period last year (from 31 October 2005
forecasts to deliver a total Distribution per Unit (DPU) of 10.23 cents to 31 December 2005). More importantly, the new assets provided
for the financial period ended 31 December 2005. This was 8 percent CMT with a continuous pipeline of value-adding opportunities within
above the total DPU payout of 9.48 cents for the financial period ended the portfolio which will drive DPU growth for Unitholders in the next
31 December 2004. For Unitholders who have held CMT units since 1 few years.
January 2005, they would have enjoyed a total return of 33.16 percent
as at 31 December 2005. For Unitholders who have invested in CMT A strong testament to our ability to proactively manage our assets
since our Initial Public Offering (IPO) in July 2002, they would have to deliver enhanced returns was when we successfully unlocked
enjoyed a total return of 165.87 percent as at 31 December 2005. the value of Seiyu’s master lease at Bugis Junction, even prior to
the completion of the acquisition. The surrender of part of the
The sterling performance in 2005 was mainly due to the addition of space under the master lease by Seiyu generated an additional net
the four new properties to CMT’s portfolio, the receipt of interest property income of S$3.169 million. As a result, the property yield of
income from CMT’s investment in Class E bonds issued by CapitaRetail Bugis Junction increased from 5.010 percent to 5.311 percent in 2005,
Singapore Limited and a full-year contribution from Junction 8’s new and from 5.312 percent to 5.613 percent in 2006. Concurrently, CMT’s
extension which was completed in December 2004. Higher rental forecast DPU also increased from 10.6414 cents to 10.8115 cents in
income on new and renewed leases from other malls and rental 2005, and from 10.8816 cents to 11.0417 cents in 2006.
income from newly created retail spaces at Tampines Mall and Funan
DigitaLife Mall also contributed to an increase in gross revenue. Another clear endorsement of our proactive management skillset
was when Urban Redevelopment Authority (URA) granted CMT
KEY DEVELOPMENTS Outline Permission to convert 45,267 sq ft of residential Gross Floor
CMT’s DPU has grown 62.58 percent since IPO and yield-accretive Area (GFA) to commercial GFA at Sembawang Shopping Centre, a
acquisitions, innovative asset enhancements and active leasing 999-year leasehold commercial cum residential development. We
have each contributed 49.0 percent, 20.5 percent and 19.2 percent, had assumed nil contribution from the residential component when
respectively, to the DPU growth. These three key components Sembawang Shopping Centre was purchased.
continued to play a prominent role in driving DPU growth in 2005.
Increased Market Capitalisation, Free Float
Yield-Accretive Acquisitions & Proactive Management and Trading Liquidity
CMT acquired Sembawang Shopping Centre for S$78.0 million on To part-finance the acquisitions, 173.4 million new units were
10 June 2005. This was shortly followed by the acquisition of 96.7 issued in October 2005. CMT’s free float was also increased from
percent of the strata area of Hougang Plaza, which was progressively 61.018 percent to 66.019 percent. As a result, CMT’s Unitholder base
purchased for a total of S$43.8 million on 20 June 2005 (13.6 percent), was enlarged with the addition of many new institutional investors,
4 Based on the first year rental rate of the new lease versus the last year rental rate of the old lease. 8 Based on annualised distribution per unit forecast of 6.78 cents shown in the CMT Offering Circular dated 28
5 Forecast rental rates for the period 1 January 2005 to 30 October 2005 are the basis for the forecast shown June 2002 and the annualised distribution per unit of 11.02 cents for the period 31 October 2005 to 31 December
in the CMT Circular dated 20 July 2004 and the forecast rental rates for the period 31 October 2005 to 31 2005.
December 2005 are the basis for the forecast shown in the CMT Circular dated 18 October 2005. 9 Based on the projection in 2006, together with the accompanying assumptions, in th CMT Circular dated 18
6 Based on total DPU of 10.23 cents for the financial year ended 31 December 2005, the closing unit price of October 2005.
S$1.76 on 31 December 2004 and the closing unit price of S$2.24 on 30 December 2005. 10 Annualised figure based on CMTML’s forecast, together with the accompanying assumptions, for the period 1
7 Based on total actual DPU of 31.12 cents since the listing of CMT on 17 July 2002 and the Initial Public Offering November 2005 to 31 December 2005, as set out in the CMT Unitholders’ Circular dated 16 September 2005.
Price of CMT units of S$0.96 and the closing unit price of S$2.24 on 30 December 2005. 11 Annualised figure based on CMTML’s forecast, together with the accompanying assumptions, for the period 1
November 2005 to 31 December 2005, as set out in the CMT Circular dated 18 October 2005.
14 > inspire
including a substantial number of quality investors from Switzerland 2004, the full impact of the revenue contribution was felt in 2005.
and Australia. As at 31 December 2005, CMT’s market capitalisation Revenue year-on-year at Junction 8 was up from S$33.5 million
has increased by 47.620 percent to approximately S$3.1 billion. With to S$40.4 million, representing a 20.6 percent increase, and Net
CMT’s inclusion in the Straits Times Index in March 2005, along Property Income (NPI) also rose from $21.3 million to S$26.5 million,
with our earlier inclusion in other key indices such as the Morgan representing an increase of 24.4 percent.
Stanley Capital International, Inc (MSCI) Index, the FTSE European
Public Real Estate Association (EPRA) / National Association of Real Other than major asset enhancement works, we are also constantly
Estate Investment Trust (NAREIT) Global Real Estate Index, the Global exploring different avenues to enhance the value of our assets.
Property Research (GPR) General Property Shares Index, the GPR 250 Through initiatives such as the extension of lease lines at Tampines
Global Property Shares Index and the GPR 250 Global REIT Index, Mall and the relocation of Air Handling Units (AHUs) at Junction 8
CMT’s trading liquidity for the full year 2005 improved significantly to to create more retail space, we were able to increase Net Lettable
approximately 354 million units. This was an increase of 15 percent Area by 4,855 sq ft which translated to a rental increase per annum
over the approximately 308 million units traded for the full year of S$1.1 million. A reduction in operational expenses, through the
2004. bulk purchase of utilities, also contributed to an increase in NPI per
annum of S$1.2 million. In 2006, the recovery of 12,000 sq ft of space,
Completed Asset Enhancement Initiatives through the relocation of AHUs at Plaza Singapura, is expected to
We are constantly reviewing the concepts, tenant mix and layout of provide a rental increase per annum of S$0.9 million.
our malls. 2005 was a busy year with one major rebranding exercise
and with many asset enhancement initiatives successfully executed Increased Value of Property Portfolio
on schedule. With the four acquisitions, CMT’s asset size increased 47.8 percent,
from S$2.3 billion (as at 31 December 2004) to S$3.4 billion (as at 31
In May 2005, Funan The IT Mall was rebranded as Funan DigitaLife December 2005). Part of this increase was attributable to the value
Mall to better reflect the tenant mix and the positioning of the mall. creation at the malls which had their valuation increased by 14.421
The rebranding exercise was also tied in with the launch of “Inbox5”, percent from S$2,235.0 million (as at 1 December 2004) to S$2,556.5
a thematic zone on Level 5 with a focus on digital and electronic million (as at 1 December 2005).
devices, in June 2005. Over at Tampines Mall, the food kiosk area
was reconfigured which increased the total number of food kiosks Planned Asset Enhancement Initiatives
from 13 to 18. The reconfiguration initiative, which was completed CMT’s key growth drivers for the next three years will be from asset
in October 2005, incurred a capital expenditure of S$2.9 million, but enhancements undertaken at IMM and Sembawang Shopping
created additional net property income of S$0.4 million per annum Centre.
and achieved a return on investment of 12.2 percent. With the
launch of “Inbox5” at Funan DigitaLife Mall and reconfiguration of IMM Building
the food kiosk area at Tampines Mall, coupled with the other asset Asset enhancement works at IMM will commence in first quarter 2006.
enhancement initiatives at IMM Building, Plaza Singapura and Jurong The asset enhancement plan involves the decantation of 64,800 sq ft
Entertainment Centre, a total of S$2.2 million of rental revenue per of NLA from the secondary corridor spaces at the mall and its transfer
annum was created in 2005. In addition, all projects undertaken met to a two-storey retail extension block which will be constructed on
our minimum return of investment criteria of 10.0 percent. the existing open-air car park space. The commencement of the work
follows the provisional permission obtained from the URA to increase
As Junction 8’s new retail extension was completed only in December the allowable commercial GFA from 26.8 percent to 40.0 percent,
subject to the payment of a differential premium. The 13.2 percent
12 Based on the projection for 2006, together with the accompanying assumptions, in the CMT Unitholders’ 17 Based on the projection for 2006, together with the accompanying assumptions, in the CMT Circular dated 18
Circular dated 16 September 2005. October 2005.
13 Based on the projection for 2006, together with the accompanying assumptions, in the CMT Circular dated 18 18 As at 31 December 2004.
October 2005. 19 As at 31 December 2005.
14 Annualised figure based on CMTML’s forecast, together with the accompanying assumptions, for the period 1 20 Based on the market capitalisation of S$2.1 billion as at 31 December 2004 and the market capitalisation of
November 2005 to 31 December 2005, as set out in the CMT Circular dated 18 October 2005. S$3.1 billion as at 31 December 2005.
15 Annualised figure based on CMTML’s forecast, together with the accompanying assumptions, for the period 1 21 Based on the valuation of Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM Building and Plaza
November 2005 to 31 December 2005, as set out in the CMT Circular dated 18 October 2005. Singapura as at 1 December 2004 and 1 December 2005.
16 Based on the projection for 2006, together with the accompanying assumptions, in the CMT Circular dated 18
October 2005.
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IN Conversation_ Letter to Unitholders
increase granted by URA effectively translates to approximately fund managers and media, recognises the timeliness, clarity and
188,000 sq ft of additional commercial GFA at the mall. With the comprehensiveness of the information we disclose and our strong
increase in commercial GFA, we were able to optimise the asset commitment to good investor relations. We will seek to uphold the
enhancement plan and the project is expected to increase net highest level of corporate governance and transparency standards for
property income by S$9.3 million per annum. The estimated capital CMT.
expenditure is S$92.5 million and the target return of investment
is 10.1 percent. The asset enhancement work is expected to be CORPORATE SOCIAL RESPONSIBILITY
completed by first quarter 2008. Whilst we considered ways to add value to our Unitholders, we also
thought of how we could turn our malls into centre of activities to
Sembawang Shopping Centre embrace and benefit the community. A key milestone was achieved
We have developed the asset enhancement plan which incorporates when we handed over 55,000 sq ft of rent-free lettable space at
an additional 45,267 sq ft of GFA from the decantation of the Junction 8’s office tower to the National Council of Social Service for
residential block. The decanted space from the residential block and their Voluntary Welfare Organisations. Earlier, 70,000 sq ft of gross
part of the retail space on Level 4 will be transferred to create more floor area was transferred from the office tower to the retail portion
prime retail space on three levels of an extension which will be built of Junction 8. The office tower would have had to be demolished to
on a plot of land adjoining the mall. The decanted space on Level 4 maintain Junction 8’s original total gross floor area.
will be converted to an Open Landscape Plaza which will feature a
children’s playground and an event space. The project is expected In addition, we have created open landscaped plazas on the rooftops
to incur a capital expenditure of S$38.9 million, and is expected to of Tampines Mall and Junction 8 which are excellent locations for
increase net property income by S$3.7 million per annum and achieve events and activities, and we have made them available to charitable
a return on investment of 9.5 percent. Construction of the extension organisations to further our corporate social responsibility goals.
block is expected to commence in end 2006 and is expected to be
completed by end 2008. LOOKING FORWARD
Strategic Initiative
Funan DigitaLife Mall As at 31 December 2005, we have 60.622 percent and 77.622 percent
Asset enhancement work has started on the development of a two- of our tenants on step-up rental and Gross Turnover Rent (GTO)
storey annex which will add close to 8,000 sq ft of NLA to Funan respectively. As we gradually move towards a new rental structure of
DigitaLife Mall. The adjoining annex, which will be constructed at either a base rent plus a percentage of GTO or a percentage of GTO,
a capital expenditure of S$5.0 million, is expected to increase net whichever is higher, we will be progressively rolling out the Point of
property income by S$0.5 million per annum and provide a return on Sales (POS) system to all malls across the portfolio so as to capture
investment of 10.1 percent. The project is expected to be completed tenants’ sales more efficiently and effectively. We have started to
by second quarter 2006. Funan DigitaLife Mall still has approximately pilot the POS system at Junction 8 and achieved over 90 percent
300,000 sq ft of unutilised GFA, and we will actively explore its subscription rate. Deployment of the POS system will also enable us
utilisation when the opportunity arises. to capture the revenue upside from GTO rent.
INVESTOR RELATIONS & CORPORATE GOVERNANCE Well-Positioned to Capitalise on Guidelines and Budget
CMT was honoured to win the ‘Most Transparent Company’ Award Changes
at the Securities Investors Association (Singapore) (SIAS) Investors’ In October 2005, the Monetary Authority of Singapore refined its
Choice Awards held in October 2005 for the second year running. Property Funds Guidelines to, among other things, strengthen the
The prestigious award, for which we were nominated by analysts, corporate governance of REITs and incorporate higher flexibilities in
22 Excluding Sembawang Shopping Centre which was acquired in June 2005, Hougang Plaza Units which were
acquired in June and August 2005 and Jurong Entertainment Centre which was acquired in October 2005.
16 > inspire
the investment activities by REITs. The key changes to the guidelines enhance the retail experience for our shoppers. We will also continue
include providing clear provisions and stipulations to facilitate the to optimise CMT’s capital structure, actively pursue yield-accretive
acquisition of foreign property assets and the partial ownership of acquisitions and improve operational efficiencies at the malls.
property assets by REITs. More importantly, the leverage limit was Barring any unforeseen circumstances, we are confident of delivering
increased from 35.0 percent to 60.0 percent, subject to the REIT the 2006 forecast DPU of 11.0423 cents per unit.
obtaining and disclosing a credit rating by a major rating agency.
ACKNOWLEDGEMENTS
Clearly, to enhance the competitive advantage of Singapore REITs In July 2005, Mr Lui Chong Chee stepped down from the Board after
and to further grow Singapore as the REIT financial centre, the serving for more than 3 years. We would like to thank him for his
government announced in its Budget 2006 on 17 February 2006 invaluable contributions. We also welcome our new Director, Mr
that tax exemptions granted to Singapore REITs will be extended Olivier Lim, from whose expertise we are confident we will benefit.
to include foreign-sourced interest and distributions by foreign
trusts paid out of income or gains related to ownership of foreign We would like to thank our Board of Directors, Unitholders, business
properties. In addition, Singapore REITs will be able to recover Goods partners, customers, tenants, shoppers and staff for their contributions
and Services Tax (GST) on expenses incurred to structure and set up to our performance. With the continued support of all stakeholders,
various tiers of Special Purpose Companies (SPCs) to hold overseas CMT aims to continue to create value through proactively managing
non-residential properties. GST incurred on acquiring overseas non- our assets so as to maximise returns to Unitholders, and at the same
residential properties and operating the SPCs is also recoverable. time, endeavour to provide shoppers with one of the best retail
experiences at our malls.
CMT, with its competitive cost of capital structure, conservative debt
structure and low gearing ratio of 31.7 percent as at 31 December
2005, is well poised to benefit from the increased gearing limit.
Through leveraging on our six established value creation cum growth
strategies, termed as the Six “i”s, we will continue to pursue yield
accretive acquisitions in Singapore to grow CMT’s asset size to a
higher target of S$5.0 billion to S$6.0 billion by 2008. We have now
grown to a significant size where we can capitalise on our scale to
take on investment and development projects. This option is further
facilitated by the government’s latest guideline change which allows
REITs to take on development projects up to no more than 10 percent
of their deposited assets. Over the medium-term, we will also explore
how CMT Unitholders can benefit from having an exposure in overseas
assets so to provide them with a new wing of growth.
23 Based on the projection for 2006, together with the accompanying assumptions, in the CMT Circular 18
October 2005.
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IN Conversation_ᇈ֍໑Ԃ
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ᇇၨྔჴ࣐၉ҋܬቛເྔࡍ௨݆ቒս֬٣׀ ཋèቀ൳್֬ᅀӐ၀দሸఊܚ༅݃Ӎᄤྔቆᄆࠪ࿊ᄆ
ӈሮྗຈ:-1<֬׀໑ၢሮӈ݆ࠪ൮ᆻࡀෟèՕ ١֬ۡ۾ቆࣈ൳್ၢࠪ֕ѥୋ݃Ӎڥދହඛઙࠊ৶݃
ບሩႡႼљҊྔࡍ௨֬!۸ܚ༅݃Ӎၟಃ֫ Ӎྔᅀന֬ਲ਼൹֬גቆࣈ൳್è
൮ӍႱ#ֿఴᄤྔࡍ௨չ֥ၨྔჴᇇၨྔ
ჴ֬ሮӈ݆֬њᆾಷढ़ևè ؎ᇽးنᅡ
ሸ൵܋ा൹ܩၢদࡈྗຈ֬ો֍໑ࣈنٺᅀӐਛϫ
Ҕ༇ѝཊ ٺᆴ ؾक൳ၴᅀӐྦ֬൳ܚརçԾྔ֬ሮӈᅀᆻ
֬ໞࠕܬԫçႼ৭֬ບᄤߓࣩࠪᆦ࠽ࣣ֬ڰᇞቍ ࠪ࠙ࠥ֬ᅸቆٺѠ۹ᅤࣈنٺᅀӐ֬ϫٺᆴ!çϫ
ࠪഽյേգൗྔࡍ௨ࣣ֬࠽ࡆ࿊ಃ֫ృࣘ֬ѝཊา ٺᆴࠪϫٺᆴ!èᄤգ࣐ો֍໑ࣈنٺᄤ
Ѡᄤ༶Ͻèთཔи֬ݚୄഺӈቀᆻ ֬ᅀӐ١ᆊսႀුࡆ࿊Ϲဍܸࡶ֬࢟೫è
/,8ಃ֫ਛϫٺᆴ ֬ᅀӐèԩਛ࠽ࣣ֬ށѝ
ཊ֥٧֬ੱॡಭඛ၀Ծྔۡչ֥ !ສಭ#ਲ਼൹თӼϾ क൳ၴᅀӐྦ֬൳ܚརܼࠪ࠙ࠥ֬য়
ဗ༣၃֬൹شᅀࡍਛçਲ਼൹၃ᆇࣣ֬ഌ౭࿉ۡόؾЮ ࡈྗຈᄌಷၢ ສྔჴ൳ܚਛϟາ
ࡄݚࠪ׀ਲ਼൹၃ᆇྺ֬גؚ౷၀ᅀࡍਛè ܚ༅ᇖྖèྗࡈޱຈ൳ܚਛޱս༷ϫٺᆴ!֬
ٺұ࠙൳ܚቀࡕເ ສྔჴۅؾ൳ྡྷܚٺ
ۡቆႯࠪృࣘ֬࿊ቆቆࣈ ࢯ࣐ؔྡྷᄌಷϫٺᆴçᄌ
ᄤᆣ฿ࣣ࠽৭ށఞݚࠪٹୄٵᆇྗྖஒۡ֬ւ༶ ಷϫٺᆴ ࠪ ᄌಷϫٺᆴè
֬ܚ༅݃Ӎಃ֫ਛࣔϫٺᆴϫ֬ቆႯࠪృࣘ֬࿊ቆ ᄌಷٺѠၢၨ ສྔჴ ދສྔ
ቆࣈèთჷ༼ࠪხఀ֬ቆࣈཔиٺѠಃ֫ϫٺ ჴ൳ܚਛϩೳ݃ڣӍދჭვৈᇖྖèࡈྗຈݝᆊ
ᆴࠪϫٺᆴ ֬ࡋ۾ѝཊè ව۸ቀ൳ࡕܚເၨສྔჴ֬क൳ၴᅀӐྦ֬൳ܚ
རનቇྔࡍ௨۹֬ቆႯྺ౷Ѱւদئ֬ئ۾ჴ׀
ໞࠪࣈنٺ֬Ⴡಭ֬ቀߴИ য়৭ၴèᆊව۸ར၀ಥࡈྗຈႼ߽ࠖᅀࡍ܋ᇠԂܩ
ເࡳເ֍໑ԂႼಭ܉ໞࠪࣈنٺ֬Ԃ࿊֬ቀ ਏࠪၥੇྦèՕບთಇఀᄌಷᇇ
ߴИ֬Ӽࡈྗຈᄤࢰᇇᄌಷ֬Ҕᆦఀ ᄌಷ֬ϫٺᆴཔиࡈྗຈࢃඒ༶֬
؎ࡆ࿊ಃ֫иხఀ֬ށ۾၃ࠢເ֍໑ԂႼಭւদਛ ರ၉ӈ၃ᅤࣱ֬ӈ၃൳್ֵᇇϫٺᆴࠪၢ༶è
18 > inspire
۾ᇞး֬ྔӈ၃ເࡈྗຈ֬ሮቍލւদԂ࿊֬వ ၟຢӵ֬ሮӈᅀᆻࡀߊ
ᄤᅀᆻ߽ࠖ՝ؾգ࣐֍໑ԂႼಭᄤࢫ༶দ࠲ৡ֬ો֍ ҉ؕܚؚ༅݃Ӎ֬ۇçቆ߃ቍࠪލӮനࡍၢࡦ
໑ࣈنٺᅀӐè ะèႵᄤᅡाਛ၉۸ᇞս֬எᇞࢀར
ࠪӵ܆ఀຢӵ྿ئሮӈᅀᆻࡀߊढ़නલ֬
ᄤຢӵ൳ܚϩೳ݃ڣӍᆴఴѓӵن܆न;MQa]ᄤϩ ၉è
ೳ݃ڣӍ֬ᇽቆᄆ֬ࡕᆻ၉ൠቇၢᆪଃܼ࠙ࠥয়ӈ
၃ၢߴۡ۾܉И֬৶è;MQa]٩ఠᇽቆᄆ༶֬ҍ ڥହྗ༖ग़࠶݃Ӎᄌᇞࢀஎເڥହඛઙࠊ৶
࠙ٺເւদਛສྔჴ !֬شບࣱሮӈ൳್èႼ ݃Ӎၢѓ٘׀ށ۾႟ቆ߃ቍ݃ࠪލӍ֬໑èᄤ࣐ྡྷ
ࡲՕϩೳ݃ڣӍ֬ӈ၃൳ၴ՝ϫٺᆴᅀ எᇞࢀ֬൏၀ᄌᄤԢၢඛઙࠪ
ᇇϫٺᆴ ؾ՝ϫٺᆴ ᅀᇇϫٺᆴ ሷఝҒເᇽ֬õ1VJW`öᇽ౼è֕ѥୋ݃Ӎ֬ૌ౼
è თ Օ ൏ ࡈ ྗ ຈ ֬ ხ ఀ ો ֍ ໑ ࣈ ن ٺ၀ ࣣݝᇞྔҊനൗ֫ૌฉ֬ቀඛ՝۸ฉ໑ᅀᇇ ۸ฉ
՝ٺᅀᇇ ٺၢࠪ՝ ٺ ໑èᄌຢӵ֬ᇞྔҊനࡀߊᅸᇈਛ!ສ
ᅀᇇٺè ྔჴ֬ሮЮाᆭಖւদਛોشບສྔჴࣱ֬ӈ၃൳
್ࠪϫٺᆴ֬ሮߴИèڥହඛઙࠊ৶݃ӍԢ
ܼ࠙ࠥয়֬৶၀ႀࡈྗຈࠍ֫൮౼ᇞࢀऌ ֬õ1VJW`öᇽ౼ç֕ѥୋ݃Ӎເૌ౼࣐ྡྷᇞྔҊ
=:)֬൏྿ढ़ᆪॣ֥֫ؾè֙ऌᄔ྿ϣ!!! നၢࠪᄤ155ս༷çെӳս༷ދჭვৈᇖྖᅡा֬ሮ
ቆఀ֬ഌႯࡠህᅔنᅡརϟາܚ༅ᇖྖ֬ ӈᅀᆻࡀߊᄤւদਛોສྔჴ֬ቀቆࣈ൳
١ԋ֬ህᅔቀࢀሄ࠙ሎߗເഌႯቀࢀሄ࠙èᄤܚઠ ್èՕບ۹རयչ֥ϫٺᆴ֬ቒֵሮߴИ
ϟາܚ༅ᇖྖ൏ࡓህᅔҍܑ֬ٺཋເਲ਼è њሠè
൮ᆻç܋ᇠԂܩਏࠪၥੇ֬ྦۡ ႵмׂϝᅦছԐਲ਼൹܄֬גቛᄤᄌຢ
ᄌྡྷنၨສ۸ྔ֍໑ቛເ൳ܚ ӵ൳್ܑཋ֬ႜའ࣎฿ཊèмׂϝᅦ֬
ར֬ҍٺሮሀèࡈྗຈ֬܋ᇠԂܩਏ၀՝ϫٺᆴ ᇶ൳್՝ສྔჴᅀᇇສྔჴᅀڝչϫٺᆴ
ᅀᇇϫٺᆴ!èႀՕࡈྗຈ֬֍໑ԂႼಭ֬ #ࣱӈ၃൳್၀՝ສྔჴᅀᇇສྔჴᅀڝ
ඛ၀ሩܙࠖྔئ۾ሮᆇ֬ࡍ್ؾᅀࡍఊᇖЎচ྿ չϫٺᆴè
ئদሸ൝ދϖᇤ֬ۡුᇐሮᆇèࢰᇇᄌ
ಷࡈྗຈ֬൮ᆻᅀࡍਛϫٺᆴ չսᄆၨྔ ԩਛᇽး֬ሮӈᅀᆻ܄Ӹບ၀҉ؕทะ۹ಂ֨ၢ
ჴèሩࡈྗຈᄌЫଳ್ݡ༳൏Иᆾඛၢ ۡሮӈᆻèݝᄤ֕ѥୋ݃Ӎဃബቆਮٚຽࠪϣмׂ
ࠪ༼ఴЫଳ್ఊᇽးᆾඛ৯ଐۻ൝৭ሮЮࡄݚ ϝᅦ֬३ఞয়ሔᇉ)0=బၔၢิԢ֬ئ۾ਲ਼൹३࡞
5;+1ᆾඛç.<;-ᇤܒ܋٣׀ӈཿ߽-8:) ְࡀߊӵࣱࢃ܆ቆਮ࠙64)ᅀࡍਛ ١
ݚ٣׀ӈሮྗຈཿ߽6):-1<٣׀ӈᆾඛç ԋ՝ؾಃ֫ສྔჴ֬ોቆࣈᅀӐèݝսਏܚᇉ
ӈ၃ကࣵ/8:ӈ၃ܩᆾඛç/8:ӈ၃ ܋Ⴏനേֵਛ႖ᄕाᆭࣱӈ၃൳್၀ಃ֫ສ
ܩᆾඛၢࠪ/8:٣׀ӈሮྗຈᆾඛࡈྗຈ ྔჴ֬ોᅀӐèᄤࢃϣെӳս༷֬)0=బ
֬ၥੇྦಃ֫ᇾۆആչսᄆၨ ၔ՝ิؾԢ١ԋ֬३࡞ხࡀ՝ؾಃ֫!ສྔჴ
ສ۸֍໑èთၥਏ֬սᄆၨ ສ۸ ֬ોቆࣈᅀӐè
֍໑པиᅀڝເϫٺᆴè
inspire > 19
IN Conversation_ᇈ֍໑Ԃ
ᇈ֍໑ԂႼᆇྗݭ
Ⴜᆇྗݭ
ӈ၃ቍ֬ލᅀᆻ
ࡈྗຈ֬ሮӈ݆ႀවརӈ၃൳ܚᅀࡍਛϫٺᆴ ڥହඛઙࠊ৶݃Ӎ
՝ၨྔჴࢰᇇᄌಷᅀᇇၨྔ ሮӈᅀᆻ܄Ӹၟݝाن၉۸ұۡ֬ڿඒࢀሄ༅ᅡ
ჴࢰᇇᄌಷèҍ֬ٺᅀӐႼধܚ༅݃Ӎ ाڿۅඒࢀሄ༅ࢃເڥହඛઙࠊ৶݃Ӎᅀࡍࣔ ١
ಃ֫ϫٺᆴ ᅀᆻ՝ၨສྔჴࢰᇇ ԋࣱ֬ቆਮ࠙èਪࢫ֬ڿඒࢀሄ༅േ֬܄ሮЮᆭԢເ
ᄌಷᅀᇇၨສྔჴࢰᇇᄌಷè ສྔჴხਟढ़ւদોشບສྔჴࣱ֬ӈ၃൳್
ࠪ
֬ሮߴИèᆊ۸རხࡀᄤׂ࠸لश
ୌၷᇖ֬ሮӈᅀᆻࡀߊ ܄èڥହඛઙࠊ৶݃ӍഐႼսᄆ١ԋ໊֬ൗႯ
ᄤ໊দ֬ৡࡈྗຈ֬ᇽးᅀӐ৶ࢃদሸᄤ ቀࢀሄ࠙ࢃᄤ൨֙൏ࠖ࠙ࠥทะތԐٺൗႯՕ
155ս༷ދϟາܚ༅ᇖྖᅡा֬ሮӈᅀᆻ܄Ӹè ࠙è
155ս༷
55ս༷ ሮᆇܸ༩ࠪఙ၃࡚ܼ
155ս༷֬ሮӈّྔ܄Ӹׯׂ֬၉࠸ᅡ ࡈྗຈྤޚᄤᄌྔࡍ௨ᆪሮᆇཿ߽
ाèۅሮӈᅀᆻࡀߊࢃϣս༷ୄቃ३࡞ ١ ;1);एϾ֬ሮᆇ࿑ࢉརᇖৼ࿊ׂ϶ࠍلûቒ
ԋࣱ֬ቆਮ࠙బၔ֥ᄤཊႼๆ๛ӡӍ३࡞ྜྷࢀ֬ ଃ܋යüࢉè ᆊརႵٺ༌ൄçࠕࣈࣣয়ࠪૉ฿ଇ֬
ұۡ֬ਲ਼൹ڿඒࢀሄ༅è܄Ӹ֬ᅡाႼধ=:)ؚᄔ ॣਛྗ༖֬ሠ൏ྦçଃಙ؎ࠪຢᆣྦၢࠪ
྿֬ഌႯቀࢀሄ࠙՝ϫٺᆴ ᅀᇇϫٺᆴۺე ؚށሮᆇܸ༩֬୴৶èࢃࡆ࿊ເࡈྗຈ
֬൏྿ढ़ᆪࢡڸၵࡕҼشè=:)ᄔ྿֬ϫٺᆴ ѬԂቒۡ֬ఙ၃࡚ܼࠪଃ؎њሠè
֬ᅀࡍၰ໌ሩս༷ࢃ็ࡍսᄆ ١ԋ֬ഌ
Ⴏቀࢀሄ࠙èሩഌႯቀࢀሄ࠙֬ᅀࡍࢃܛ ఙ၃֬ധ߽ᄺರ
ԐٺႱߋሮӈᅀᆻࡀߊۅؾརხࡀࢃເࣱӈ၃൳್ւ ᄤทะތເ֬֍໑ԂႼಭᅀᆻ֬൏၀
দો!ສྔჴ֬ᅀӐèხࡀ֬ሮЮाᆭເ!ສྔ ॐੵਛࢃތ֬ܚ༅݃ӍሎєӵएϾࠊ֬ᇖྖၢ
ჴؾሮߴИხࡀϫٺᆴèሮӈᅀᆻ܄Ӹხࡀ ߴওധ౼èࢃмׂϝᅦϾ܋֬١ԋ֬
ᄤ ׂ֬၉࠸श܄è ૮ቆࣈቆਮ࠙ეڥࡌݚ৭য়ൠ߽܉ఊ༶֬ᇄᄂڥ৭
ቍᆵൗႯњᇄਛ֬၉۸ᇞး֬ৡӸОèࢧᄱ൏
ϟາܚ༅ᇖྖ ࢃϾ܋֬١ԋቀࢀሄ࠙ሎєӵмׂϝᅦ
ୌਛ၉۸Ўচ՝ህᅔս༷బၔ֫Ԣ١ԋ ֬ਲ਼൹࠙èເਛໂԂмׂϝᅦჷႼ֬ቀࢀሄ࠙Ͼ
֬شບቀࢀሄ࠙֬ሮӈᅀᆻࡀߊèህᅔսׂ༷ࠪұ ܋ᄼшЫҾԩè
֬ҍٺਲ਼൹גబၔ֫Ԣ֬३࡞ࢃЫሎၔ՝ؾເܚ༅ᇖ
ྖਪࢫॽ׀ഏᅀࢀ֬ұۡ֬ࢀሄ༅Ծᄶ׀ئ۾Ⴑ Օບᄤ֕ѥୋ݃Ӎࠪмׂϝᅦ֬ഏࢀᄶਛ
ᄇ֬ਲ਼൹גèׂұబၔ֫Ԣ֬३࡞ࢃࢀۆӵ၉۸ ๆჺ݃ӍເՒആቍᆵ܉एϾࠊ֬ቒࡋӍ࣐׀၉ҋ
ๆჺ݃Ӎ ୄനؿႺৈӍࠪࠊӍèᆊ۸ར֬ხ չ֥֬ఙ၃ധ߽ᄺರњè
ࡀሮЮᆭԢເ !ສྔჴѰხਟढ़ւদોشບສ
ྔჴࣱ֬ӈ၃൳್ࠪ!
֬ሮߴИèᅀࢀࢀሄ༅֬
േ܄ხࡀᄤֿᅡाѰხࡀᄤ ֿश܄è
ۻओࢰᇇᄌಷࠪᄌಷ֕ѥୋ݃Ӎçмׂϝᅦçڥହඛઙࠊ
৶݃Ӎç155ս༷ࠪെӳս༷֬ࡕܠè
20 > inspire
ᅡຳఴࣦ ࣐ྡྷक൳ၴᅀӐྦ֬൳ܚརၢছԐࡈྗຈ֬ሮӈ݆
ҭંྦܼয়ࡀߊ ᄤ ֿఴչ֥ၨྔჴᇇၨྔჴ֬ۡ۾
ࢰᇇᄌಷᆭࡽڸᅀ൛ቆࣈࠪቀ႖၃ њèཊၟಃ֫ᇾ݆֬ѰႼ৶ᅡाሮࠪنᅡ
شቆ ࣈ / < 7 ֬ ቆ ߃ ٺѠ ᅤ ϫ ٺᆴ ࠪ ϫ ٺᆴ རèᆦڰቒྔ֬ᆾ֤١ᆓє۾ᄔ྿٣׀ӈሮྗຈၢ
èᄤᇶࡽሎས၉۸ၢࠕЮቆࣈࡍڿ/<7ϫٺ ҉Әݝၟհሮӈ֬ϫٺᆴ࣐ྡྷنᅡརࢃ৭ᆊརࡀ
иࠎࢧۡ֬/<7ϫٺи֬ྔቆࣈࢹ֬ܙ൏ࢃ ߊèᇖఀؾင၀ࢃทะތಥࡈྗຈ֍໑ԂႼಭ
ᇶҋເሮቍލᇖ֬۹ࡌܚ༅݃ӍԢ൹87;༩ ՝ݡບሮӈሮᇖࠍၴࠪཡႼ֬ۡ۾ᅀӐè
ၢѓ۾Ⴜཹࡁ׀੪ቆ߃֬൹၃ࠢèၟᄤмׂ
ϝᅦԢ൲မྦ֬87;༩Ѱಃ֫!
֬ׯႯè ֬њ
၀ढ़ݝ87;༩ࡁ੪/<7ቆࣈᇖ֬൳್ᅀشè ࣉࢃᄤಙГཊႼ൳್দჾӼൺቒֵႜའ֬౭ঊ༶
ሩᇞᆺྡྷ۹རୌၷᇖ֬ሮӈᅀᆻࡀߊѰࡆ࿊ເ֬
ആႯᆾ֤١ᆓࠪხෟϊ֬є۾ ܚ༅݃ӍทะԾᄶࡕᆻ߽֬ࠖèՕບࢃ࣐၉ҋࡍ
ᄌྔࡍ௨ࣈ಼ܼয়ऌྰׯਛ٣׀ӈࠕࣈ֬ᆾ ృቆ߃ቍࠪލເܚ༅ܫॡܚ֬ށ۾܉༅฿မè၀
֤١ᆓၢࡍృ٣׀ӈሮྗຈ֬ఙ၃࡚ܼࠪເ٣׀ӈ ࢃࡆ࿊Ԑٺ৭Ⴏࡈྗຈ֬ሮЮࢹܙç࠙ࠥ౷क൳ၴ
ሮྗຈ֬ሮࠊሆ್۾ս֬ਹࠊྦְèᆾ֤١ᆓ֬ᇽ ᅀӐྦ֬൳ܚརࠪۡܚ༅ᇖྖ֬႖ᄕཹèࡓന҉
းє۾܉ଃಙ֬๏৯݆ࠪၢգ࣐٣׀ӈሮྗຈ൳ Ԣཊರ໊ތხࡵ֬౭ঊႼྗྖչ֥ხҰ֬
ܚບݚӈ၃ሮӈࠪཡႼӈ၃ሮӈ֬ҍٺႼಊè۾ᇞး ֬ٺો֍໑ࣈنٺè
֬۞ۍདྷᇌ՝ϫٺᆴۡᇇϫٺᆴ٣׀ӈ
ሮྗຈಃ֫၉ࡌᇽး௦ྗ֬ܙࠖܠႯ௦࠰ѰؚՕቛ ଅྍ
Ԣè ເ׳ൠ߽ڢ༇Ә֬ݝ4]Q+PWVO+PMM༼ഺ
ᄌྈ༶׳ൠᆶ༇èႵᇚྍےເ܋යቛԢ֬Жݓ
ເਛۡྔࡍ௨٣׀ӈሮྗຈࣰ֬ᆡႱѰգ࣐ྔࡍ ܑཋè၀ߒ႙ྔ׳ൠ7TQ^QMZ 4QU༼ഺ֬ࡍ್པྗ
௨نᅡӵ٣׀ӈሮྗຈ֬ࣈ಼ᇖྖᆦڰᄤᄌ ֬ᆰൔࣣࠪမࢃಥ՝ᇖࠍၴè
ಷ܋Ҋ֬ხෟϊᇖҊྔࡍ௨٣׀ӈሮྗຈ
՝ບݚಃ֫֬৭༖ࠪሸບྗݚຈಃܸ֫ບݚӈ၃Ⴜ ၀ྍے֬׳ൠ߽ç֍໑ԂႼಭç၃༇ࠋϻçܫ
ಊ֬൳್ࠎ൳ၴ֬ࣈنٺ၀ࢃཡႼ૮ඬႱ߹èՕບྔࡍ ॡçቆ߃çܚ༅ܫॡࠪᆶ჻ؚ֬၃ࠢቛԢܑ֬
௨֬٣׀ӈሮྗຈढ़ಃߴႀቍᆵࠪന৲۹ұԂႼݡ ཋèᄤ۹ܸ৺١֬Ԃ࿊ᆭԂ༶ࡈྗຈࢃܼࠥ࠙ݝয়
ບ٫ህᅔӈ၃֬าѠ֬܋ය;8+ؾᅸᇈ֬ाᆭ֬ ሮӈࡆ࿊Ծᄶࡕᆻࠪເ֍໑ԂႼಭւদቒս֬ߴИ൏
ٵඬ/;<è൳ݡܚບ٫ህᅔӈ၃ࣣࠪ႖าѠ֬܋ය ࣗ৶ເ֬ܚ༅ᇖྖ֬ܫॡ܉ቒႱᇐ֬ܚ༅฿မè
ؾᅸᇈ֬ٵඬ၀ढ़ಃߴè
ࡈྗຈሩሮЮࢹࣰ֬ܙᆡྦӵЮçГ൶֬ᅖ༇ࢹܙ
ࠪࢰᇇᄌಷ֬ϫٺᆴֵڼᅖиࢃ
՝ۡ֬ڼᅖདྷᇌᇖࠍၴèࣀݝሀӲເõQö֬
རໞࡕ֬ܬᆻԾᄶࡠᅀӐҭંࢃࡆ࿊ᄤྔࡍ௨
ᇽ༣ ቀґ
҉Ўচᄌ൳֬ܚϟາܚ༅ᇖྖçᄌ ދᄌ൳ޱ֬ܚս༷֍໑
ࠪᄌ൳֬ܚჭვৈᇖྖè
ᄌಷ
ۻओࡈྗຈᄌ ಷۨਠ֬֬ხҰࠪࡓനè
inspire > 21
IN Conversation_financial highlights
2.3
2.2
2.1
2.0
1.9
1. Based on the forecast, together with the accompanying assumptions, shown in the CMT Circular dated 20 July 2004 for the financial year ended 31 December 2005, pro-rated for the period 1 January to 30 October 2005.
2. Based on the forecast, together with the accompanying assumptions, shown in the CMT Circular dated 18 October 2005 (adjusted to include actual for 31 October 2005).
3. Based on the unit closing price unit of S$2.28 as at 28 October 2005, as 30 October 2005 is a non trading day.
4. Based on the unit closing price unit of S$2.24 as at 30 December 2005, as 31 December 2005 is a non trading day.
5. Based on total DPU of 10.23 cents for the financial year ended 31 December 2005, the closing unit price of S$1.76 on 31 December 2004 and the closing unit price of S$2.24 on 30 December 2005.
6. Based on total actual distribution per unit of 10.23 cents for the financial year ended 31 December 2005, and the closing price of SS1.76 on 31 December 2004.
7. Based on the closing unit price of S$2.24 on 30 December 2005 and the closing unit price of S$1.76 on 31 December 2004.
22 > inspire
2005 2004 2003 2002
TRUST & ITS TRUST & ITS
AS AT 31 DECEMBER ASSOCIATE 1 ASSOCIATE 1 TRUST TRUST
1. With the adoption of FRS 28, the results of Trust and its associate are presented in Years 2004 and 2005. There are no comparative figures for Years 2002 and 2003 as the investment in CapitaRetail Singapore Limited (“CRS”) was
effective in 2004.
2. Excludes office and warehouse in IMM Building.
3. Total borrowings is S$1,093.0 million as at 31 December 2005. Fees and costs of S$3.8 million incurred in the S$433.0 million debt raising exercise is amortised over the tenor of the secured loan of seven years.
4. Based on the unit closing price of S$2.24 as at 30 December 2005 (31 December 2004: S$1.76/31 December 2003: S$1.43/31December 2002:S$1.01)
5. Total assets excluding distributable income.
6. Refers to the expenses of the Trust excluding property expenses and interest expense expressed as a percentage of weighted average net assets.
inspire > 23
24 > inspire
IN Conversation_milestones
MILESTONES
january march
• CMT was included as one of the 50 component
• CapitaMall Trust (CMT) commenced quarterly stocks of the Straits Times Index (STI), the primary
distributions to Unitholders. Singapore equity market barometer.
• CMT’s distributable income exceeded • CapitaMall Trust Management Limited (the
distribution forecast for the period from 2 Manager) of CMT handed over 55,000 sq ft of
August 2004 to 31 December 2004 by 6.4 rent-free lettable space at Junction 8 office tower
percent. to the National Council of Social Service for their
Voluntary Welfare Organisations.
inspire > 25
IN Conversation_milestones
april
• CMT’s distributable income exceeded
distribution forecast for the period from
1 January 2005 to 31 March 2005 by 7.3
percent.
26 > inspire
july november
• CMT’s distributable income exceeded • CMT completed the transaction for the
distribution forecast for the period from 1 surrender of 74,299 sq ft of net lettable
April 2005 to 30 June 2005 by 7.8 percent. area at Bugis Junction.
inspire > 27
INsights
into
Growth
We have a track record of creating
value and growth for our Unitholders.
28 > inspire
inspire > 29
INsights into Growth
1. Annualised forecast based on the forecast shown in the CMT Offering Circular dated 28 June 2002.
2. Based on the forecast shown in the CMT Offering Circular dated 28 June 2002.
3. Based on the forecast shown in the CMT Circular dated 11 June 2003.
4. Based on the forecast shown in the CMT Circular dated 20 July 2004.
5. Based on the forecast shown in the CMT Circular dated 11 June 2003, for all the properties, excluding Plaza Singapura, for the period June to December 2003, pro-rated for the period from 26 June to 31 December
2003.
6. Based on the forecast shown in the CMT Circular dated 11 June 2003 (and subsequently updated in the CMT Offer Information Statement dated 9 December 2003) for all the properties, excluding Plaza Singapura, for
the financial year ended 31 December 2004, pro-rated for the period from 1 January to 1 August 2004.
7. Based on the forecast shown in the CMT Circular dated 20 July 2004, for all the properties including Plaza Singapura, for the period 1 August to 31 December 2004, pro-rated for the period from 2 August to 31 December
2004.
8. Based on the forecast shown in the CMT Circular dated 18 October 2005 (adjusted to include actual distribution for 31 October 2005).
9. Variance against the revised forecast of 10.71 cents as shown in the CMT Circular dated 18 October 2005 (adjusted to include actual distribution for 31 October 2005).
30 > inspire
(2) DISTRIBUTION PER UNIT GROWTH TREND
• Actual Distribution per Unit has grown from 7.341 cents in 2002 to 10.232 cents in 2005.
+ 7.9% 11.04
+ 7.9% 10.23
+ 18.1% 9.48
+ 9.4% 8.03
7.34 FY2006
FY2005 Projected
FY2004 Actual DPU(3)
FY2003 Actual DPU
FY2002 DPU
Actual
Actual
DPU
DPU(1)
Notes :
1 Based on annualised distribution per unit. The actual distribution per unit for the period from 17 July 2002 to 31 December 2002 was 3.38 cents.
2 Based on actual distribution per unit from 1 January 2005 to 31 December 2005.
3 Based on the forecast shown in the CMT Circular dated 18 October 2005.
11.02 ¢2
Acquisitions3 CRS
Investment
49% 3%
Asset Enhancements/
Reconfigurations
21%
Upfront Payment of
IMM Land Premium
1
6.78 ¢ 8%
Active Leasing
19%
1 Annualised forecast based on the forecast, together with the accompanying assumptions, shown in the CMT Offering Circular dated 28 June 2002.
2 Annualised distribution per unit for the period 31 October 2005 to 31 December 2005.
3 Based on the distribution per unit increase forecasts shown in the CMT Circular dated 11 June 2003, CMT Circular dated 20 July 2004 and CMT Circular dated 18 October 2005, which were eventually achieved.
inspire > 31
INsights into Growth
NO. OF RENEWALS/ NET LETTABLE AREA INCREASE/(DECREASE) IN CURRENT RENTAL RATES VS.
NEW LEASES AREA (SQ FT) % TOTAL NLA1 FORECAST RENTAL RATES PRECEDING RENTAL RATES
AS AT AS AT AS AT AS AT AS AT AS AT
30 SEP 04 31 DEC 04 31 MAR 05 30 JUN 05 30 SEPT 05 31 DEC 05
32 > inspire
(6) INCREASING SHOPPERS’ TRAFFIC
• Through proactive management of our malls, we have successfully increased shoppers’ traffic by
20.7 1 percent since 2003.
2500
Junction 8
2000
Number of shoppers
Tampines Mall
IMM building
1000
Mar 05
May 05
Sep 04
Nov 04
Jan 05
Sep 03
Mar 04
Sep 05
Nov 03
May 04
Jul 04
Nov 05
Mar 03
May 03
Jul 03
Jan 04
Jul 05
Sep 02
Jan 03
Jul 02
Nov 02
1 Based on a total traffic of 70,171,000 in 2003 and a total traffic of 84,706,000 in 2005 at Tampines Mall, Junction 8, Funan DigitaLife Mall, IMM Building and Plaza Singapura.
2 Lower shoppers’ traffic due to asset enhancement works.
inspire > 33
IN-Touch
Our shoppers
speak
34 > inspire
“Tampines Mall is a great one-stop mall where “We live very close to Junction 8 and love
there’s something for everyone. The mall has shopping here. The mall has been revamped
been transformed radically. I’ve noticed the many tremendously. I particularly like the improved
new and exciting snack food and restaurants in retail mix, new restaurants, push carts and
the basement which are a great improvement.” improved areas. I think CapitaMall Trust has done
a great job.”
Alfie Ng
Tampines Mall
Christine Chia with her two daughters
Junction 8
“We are both expatriates working in IBM “My mum loves shopping at IMM, and we often
Singapore. When we first arrived here, we come here for her grocery needs. We’ve noticed
quickly learnt that Funan is the best mall for all vast improvements to the shopping mall in the
our IT needs. Besides work-related needs, our last few years and there appears to be constant
families back home hound us to buy them the upgrades which have greatly enhanced the
latest Nintendo and computer games, which is shopping experience.”
why we need to keep coming back to the mall.”
inspire > 35
IN-Touch
Dr George Quek
Group Managing Director
BreadTalk Group Limited
36 > inspire
“The asset enhancements and aggressive
marketing campaigns embarked on at
the various malls have given shoppers
a refreshing and vibrant shopping
experience. As a retailer, we have benefited
from the higher traffic flow and the very
conducive retail environment. All credit to
the management team!”
Mr Mark R. Wesley
senior vice president, Real Estate
and Store Development
Starbucks Coffee International
inspire > 37
38 > inspire
INspiring
leadership
We are organised for leadership: Pro-active
leadership. We have an experienced and
well-qualified Board of Directors as well as
creative and professional management teams
who drive the success of both CapitaMall Trust
(CMT) and the individual malls. And, we have
an effective corporate governance culture to
ensure that the assets and liabilities of CMT are
managed for the benefit of all stakeholders.
inspire > 39
INspiring leaders _corporate governance
UNITHOLDERS
INVESTMENT IN
DISTRIBUTIONS
CAPITAMALL TRUST
PROPERTY MANAGEMENT
CAPITAMALL TRUST
SERVICES
PORTFOLIO
PROPERTY MANAGER Tampines Mall
Bugis Junction
Junction 8
Jurong Entertainment Centre
CAPITALAND RETAIL Funan DigitaLife Mall
MANAGEMENT PTE LTD Hougang Plaza Units
IMM Building
PROPERTY MANAGEMENT Sembawang Shopping Centre
Plaza Singapura
FEES
40 > inspire
Good corporate governance has always been the priority
of CapitaMall Trust Management Limited (the Manager), the
Manager of CapitaMall Trust (CMT). The Manager recognises
that an effective corporate governance culture is critical to
the performance of the Manager and, consequently, the
success of CMT. As such, corporate governance will remain
at the top of the Manager’s agenda.
Pursuant to this agenda, the Manager has adopted a comprehensive • Preparing property plans on an annual basis for review by
corporate governance framework that meets best practice principles. the Directors of the Manager which may contain proposals
In particular, the Manager has an obligation to act honestly, with and forecasts on net income, capital expenditure, sales and
due care and diligence, and in the best interests of Unitholders. This valuations, explanation of major variances to previous forecasts,
obligation ties in with the Manager’s prime responsibility in managing written commentary on key issues and underlying assumptions
the assets and liabilities of CMT for the benefit of Unitholders, on rental rates, inflation, moving annual turnover, occupancy
and the Manager will endeavour to continue enhancing returns to costs and any other relevant assumptions. The purpose of these
Unitholders. plans is to explain the performance of CMT’s assets.
THE MANAGER OF CMT • Ensuring compliance with the applicable provisions of the
The Manager has general powers of management over the assets of Companies Act and the Securities and Futures Act of Singapore,
CMT. as well as other relevant legislation, the Listing Manual (the
Listing Manual) of Singapore Exchange Securities Trading Limited
The Manager’s main responsibility is to manage the assets and (SGX-ST), the Code on Collective Investment Schemes (the CIS
liabilities of CMT for the benefit of Unitholders. The Manager will Code) issued by the Monetary Authority of Singapore (MAS), the
manage the assets of CMT with a focus on generating rental income Trust Deed, the tax ruling issued by the Inland Revenue Authority
and, if appropriate, increasing CMT’s assets over time so as to of Singapore on the taxation of CMT and its Unitholders and all
enhance the returns from the investments of CMT and ultimately the relevant contracts.
distributions and total return to Unitholders.
• Attending to all regular communications with Unitholders.
The primary role of the Manager is to set the strategic direction of
CMT and make recommendations to HSBC Institutional Trust Services • Supervising CapitaLand Retail Management Pte Ltd (the Property
(Singapore) Limited (the Trustee) as trustee of CMT on the acquisition, Manager), which performs the day-to-day property management
divestment or enhancement of the assets of CMT in accordance with functions (including leasing, accounting, marketing, promotion,
its stated investment strategy. The research, evaluation and analysis co-ordination, project management and property management)
required for this purpose is co-ordinated and carried out by the at the CMT malls namely, Tampines Mall, Junction 8, Funan
Manager. The Manager is also responsible for the risk management DigitaLife Mall, IMM Building, Plaza Singapura, Bugis
of CMT. Junction, Jurong Entertainment Centre, Hougang Plaza Units
and Sembawang Shopping Centre pursuant to the property
Other functions and responsibilities of the Manager include: management agreements.
• Using its best endeavours to carry on and conduct its business As CMT is externally managed by the Manager, it has no personnel.
in a proper and efficient manner and to conduct all transactions The Manager appoints experienced and well-qualified management
with, or on behalf of, CMT at arm’s length. to handle its day-to-day operations. All Directors and employees of
the Manager are remunerated by the Manager, and not by CMT.
inspire > 41
INspiring leaders _corporate governance
CapitaMall Trust Management Limited is appointed as manager BOARD OF DIRECTORS OF THE MANAGER
of CMT in accordance with the terms of the Trust Deed dated 29 The Board of Directors of the Manager (the Board) is responsible
October 2001 as amended by the First Supplemental Deed dated 26 for the overall management and the corporate governance of the
December 2001, the Second Supplemental Deed dated 28 June 2002, Manager and CMT, including establishing goals for management and
the Amending and Restating Deed dated 29 April 2003, the Fourth monitoring the achievement of these goals.
Supplemental Deed dated 18 August 2003, the Second Amending
and Restating Deed dated 9 July 2004, the Sixth Supplemental All Board members participate in matters relating to corporate
Deed dated 18 March 2005, the Seventh Supplemental Deed dated governance, business operations and risks, financial performance and
21 July 2005 and the Eighth Supplemental Deed dated 13 October the nomination and review of Directors. The Board has established a
2005 (the Trust Deed). The Trust Deed outlines certain circumstances framework for the management of the Manager and CMT, including a
under which the Manager can be retired in favour of a corporation system of internal controls and a business risk management process.
approved by the Trustee or be removed by notice given in writing
from the Trustee upon the occurrence of certain events, including by The Board meets regularly to discuss and review the Manager’s key
a special extraordinary resolution passed at a meeting of Unitholders activities, including its business strategies and policies for CMT.
duly convened and held in accordance with the provisions of the Trust Board meetings are scheduled in advance, and are held at least once
Deed by a vote representing not less than 75 percent of all Units in every quarter, to deliberate on the strategic policies of CMT, including
issue entitled to vote on the matter. any significant acquisitions and disposals, the annual budget, review
the performance of the business, review the financial performance
Under the Guidelines for Property Funds issued by MAS, an appendix to of the Manager and CMT and approve the release of the quarterly,
the Code on Collective Investment Schemes, the Trust Deed is required half-yearly and full-year results. The Board also reviews the risks to
to be amended by 20 April 2006 to provide for the following: the assets of CMT and acts upon any comments from the auditors
of CMT. Additional Board meetings are held, where necessary, to
a) The Manager may be removed by way of a resolution passed by address significant transactions or issues.
a simple majority of participants present and voting at a general
meeting, with no participant being disenfranchised; and The Board has adopted a set of internal controls which sets out
approval limits for capital expenditure, investments and divestments,
b) A general meeting may be convened at the request in writing bank borrowings and cheque signatories’ arrangements at Board
of not less than 50 participants or participants representing not level, amongst others. Appropriate delegations of authority and
less than 10 percent of the issued Units of the property fund. approval sub-limits are also provided at management level to facilitate
operational efficiency.
42 > inspire
Changes to regulations, policies and accounting standards are CHAIRMAN AND CHIEF EXECUTIVE OFFICER
monitored closely. To keep pace with regulatory changes, where The positions of Chairman and Chief Executive Officer are held by two
these changes have an important and significant bearing on CMT and people in order to maintain an effective oversight and segregation of
its disclosure obligations, the Directors are briefed by management duties.
during Board meetings, at specially convened sessions or via
circulation of Board papers. Management also provides the Board The Chairman ensures that the members of the Board work together
with complete and adequate information in a timely manner through with management with integrity, competency and moral authority,
regular updates on financial results, market trends and business and engages management in constructive debate on strategy,
developments. business operations and enterprise risks. The Chief Executive Officer
has full executive responsibilities over the business directions and
BOARD COMPOSITION operational decisions of managing CMT.
Presently, the Board consists of nine members of which three are
Independent Non-Executive Directors. The Chairman of the Board is The majority of the Board members are non-executive with one-
Mr Hsuan Owyang. The sole Executive Director is Mr Pua Seck Guan, third of the Board being independent of management. This enables
the Chief Executive Officer. management to benefit from their external and objective perspective
of issues that are brought before the Board. It also enables the Board
The composition of the Board is determined using the following to interact and work with management through a healthy exchange
principles: of ideas and views to help shape the strategic process. This, together
with a clear separation of the roles of the Chairman and the Chief
• The Chairman of the Board should be an Independent Non- Executive Officer, provides a healthy professional relationship
Executive Director; between the Board and management with clarity of roles and robust
• The Board should comprise Directors with a broad range of deliberation on the business activities of CMT.
commercial experience, including expertise in funds management,
the property industry and in the banking and legal fields; and Newly appointed Directors are given briefings by management on the
• The Board should comprise at least three Independent Directors. business activities of CMT and its strategic directions.
The composition of the Board is reviewed regularly to ensure that the The Board will take independent professional advice when it deems it
Board has the appropriate size and mix of expertise and experience. necessary for the proper and efficient discharge of its responsibilities.
The Company Secretary will give the Board the necessary assistance
Four Board meetings were held during the year. The attendance at the and is also responsible for ensuring that Board procedures are
Board meetings held in 2005 is set out on page 51. followed and that the applicable laws and regulations are complied
with. In addition, the Company Secretary will also attend all Board
meetings.
inspire > 43
INspiring leaders _corporate governance
AUDIT COMMITTEE
The Audit Committee is appointed by the Board from among the
Directors of the Manager and is composed of four members, the
majority of whom (including the Chairman of the Audit Committee)
* inclusive of attendance fees
are Independent Non-Executive Directors. The members of the Audit
Committee are Mr Hsuan Owyang, Mr James Glen Service, Mr David
44 > inspire
Wong Chin Huat, Mr Lui Chong Chee (up till 1/7/2005) and Mr Olivier • Monitoring the procedures in place to ensure compliance with
Lim Tse Ghow (with effect from 1/7/2005). applicable legislation, the Listing Manual and the Property Fund
Guidelines.
The Audit Committee has a set of terms of reference defining its scope
of authority which include, in relation to its management of CMT: The Audit Committee plans to meet with the internal and external
auditors, without the presence of management, at least once a year.
• Monitoring and evaluating the effectiveness of the Manager’s
internal control process through reviewing internal and external The Audit Committee is authorised to investigate any matters within
audit reports to ensure that where deficiencies in internal its terms of reference. It is entitled to full access to and co-operation
controls have been identified, appropriate and prompt remedial by management and enjoys full discretion to invite any Director or
action is taken by management; executive officer of the Manager to attend its meetings. The Audit
Committee has full access to reasonable resources to enable it to
• Reviewing the quality and reliability of information prepared discharge its functions properly.
for inclusion in the financial reports and approving the financial
statements and the audit report before recommending to the The Audit Committee has also conducted a review of all non-audit
Board for approval; services provided by the external auditors and is satisfied that the
nature and extent of such services will not prejudice the independence
• Monitoring the procedures established to regulate Related Party and objectivity of the external auditors.
Transactions (as defined below), including ensuring compliance
with the provisions of the Listing Manual relating to transactions Audit Committee meetings are generally held after the end of every
between CMT and an ‘interested person’, and provisions of quarter of every financial year. Four Audit Committee meetings were
the Property Funds Guidelines of the CIS Code (Property Funds held during the year.
Guidelines) relating to transactions between CMT and an
‘interested party’; CORPORATE DISCLOSURE COMMITTEE
The Corporate Disclosure Committee operates under the delegated
• Approving the appointment and re-appointment of external authority of the Board. This committee reviews corporate disclosure
auditors and reviewing the adequacy of existing audits in matters relating to CMT, including announcements to SGX-ST, and
respect of cost, scope and performance; pursues best practices in terms of transparency. The members of this
committee are Mr Hsuan Owyang, Mr Liew Mun Leong, Mr Lui Chong
• Reviewing the independence and objectivity of the external Chee (up till 1/7/2005), Mr Olivier Lim Tse Ghow (with effect from
auditors and non-audit services provided by the external auditors 1/7/2005) and Mr Kee Teck Koon.
and confirming that they would not, in the Audit Committee’s
opinion, impair the independence of the auditors; and
inspire > 45
INspiring leaders _corporate governance
INTERNAL CONTROLS its staff. The internal audit function provided by CLIA has incorporated
The Manager has put in place a system of internal controls of the auditing standards developed by the IIA into its audit practices
procedures and processes to safeguard CMT’s assets, Unitholders’ and meets with the standards set by the IIA.
interests and to manage risk.
The Board is satisfied that the Manager’s internal controls are
The internal audit function of the Manager is supported by adequate, based on the reports from the CLIA team and external
CapitaLand’s Internal Audit Department (CLIA). CLIA plans its auditors.
internal audit schedules in consultation with, but independent of,
management and its plan is submitted to the Audit Committee for DEALINGS WITH RELATED PARTIES
approval at the beginning of the year. The Audit Committee must also REVIEW OF PROCEDURES FOR RELATED PARTY
meet with the CLIA team at least once a year, without the presence TRANSACTIONS
of management. In general, the Manager has established internal control procedures to
ensure that all future transactions involving the Trustee and a related
A majority of the CLIA staff are members of the Singapore branch of party of the Manager (Related Party Transactions) are undertaken on
the Institute of Internal Auditors, Inc. (IIA), which has its headquarters an arm’s length basis and on normal commercial terms, which are
in the USA. CLIA subscribes to, and is guided by, the Standards for generally no more favourable than those extended to unrelated third
the Professional Practice of Internal Auditing developed by the IIA and parties. In respect of such transactions, the Manager would have
has incorporated these standards into its audit practices. to demonstrate to the Audit Committee that the transactions would
be undertaken on normal commercial terms which include obtaining
The standards set by the IIA cover requirements in respect of the valuations from independent valuers (in accordance with the Property
following: Funds Guidelines).
• Independence,
• Professional proficiency, In addition, the following procedures will be followed:
• Scope of work,
• Performance of audit work, and (1) Transactions (either individually or as part of a series or if
• Management of the Internal Audit Department. aggregated with other transactions involving the same interested
party during the same financial year) equal to or exceeding
To ensure that the internal audits are performed by competent S$100,000 in value, but below 3.0 percent of CMT’s net tangible
professionals, CLIA recruits and employs suitably qualified staff. In assets, will be subject to review by the Audit Committee at
order that their technical knowledge remains current and relevant, regular intervals;
CLIA identifies and provides training and development opportunities to
46 > inspire
(2) Transactions (either individually or as part of a series or if interested party transactions in the Property Funds Guidelines (as may
aggregated with other transactions involving the same interested be amended from time to time) and the provisions of the Listing Manual
party during the same financial year) equal to or exceeding 3.0 relating to interested person transactions (as may be amended from
percent, but below 5.0 percent of CMT’s net tangible assets, will time to time) as well as other guidelines as may from time to time be
be subject to the review and approval of the Audit Committee. prescribed by MAS and SGX-ST or other relevant authority to apply to
Such approval shall only be given if the transactions are on arm’s real estate investment trusts.
length commercial terms and consistent with similar types of
transactions undertaken by the Trustee, with third parties which ROLE OF THE AUDIT COMMITTEE FOR RELATED PARTY
are unrelated to the Manager; and TRANSACTIONS
All Related Party Transactions are subject to regular periodic reviews
(3) Transactions (either individually or as part of a series or if by the Audit Committee.
aggregated with other transactions involving the same interested
party during the same financial year) equal to or exceeding 5.0 The Manager’s internal control procedures are intended to ensure
percent of CMT’s net tangible assets will be reviewed and that Related Party Transactions are conducted at arm’s length and
approved by the Audit Committee which may as it deems fit on normal commercial terms and are not prejudicial to Unitholders’
request advice on the transaction from independent sources or interests. The Manager maintains a register to record all Related Party
advisors, including the obtaining of valuations from professional Transactions which are entered into by CMT (and the basis, including
valuers. Further, under the Listing Manual and the Property the quotations obtained to support such basis, on which they are
Funds Guidelines, such transactions would have to be approved entered into). The Manager then incorporates into its internal audit
by the Unitholders of CMT at a meeting of Unitholders. plan a review of all Related Party Transactions entered into by CMT.
The Audit Committee reviews the internal audit reports to ascertain
Where matters concerning CMT relate to transactions entered into, that the guidelines and procedures established to monitor Related
or to be entered into, by the Trustee for and on behalf of CMT with a Party Transactions have been complied with. In addition, the Trustee
related party of the Manager, the Trustee is required to ensure that will also review such audit reports to ascertain that the Property
such transactions are conducted at arm’s length in accordance with Funds Guidelines have been complied with.
the applicable requirements of the Property Funds Guidelines and/or
the Listing Manual relating to the transaction in question. Further, the The Audit Committee periodically reviews Related Party Transactions
Trustee has the ultimate discretion under the Trust Deed to decide to ensure compliance with the internal control procedures and the
whether or not to enter into a transaction involving a related party of relevant provisions of the Listing Manual and the Property Funds
the Manager. If the Trustee is to sign any contract with a related party Guidelines. The review includes the examination of the nature of the
of the Trustee or the Manager, the Trustee will review that contract transaction and its supporting documents or such other data deemed
to ensure that it complies with applicable requirements relating to necessary by the Audit Committee.
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INspiring leaders _corporate governance
If a member of the Audit Committee has an interest in a transaction, appropriate remedies under such an agreement. The Directors
he is to abstain from participating in the review and approval process of the Manager will have a duty to ensure that the Manager
in relation to that transaction. complies with the aforesaid. Notwithstanding the foregoing, the
Manager shall inform the Trustee as soon as it becomes aware
The aggregate value of Related Party Transactions (equal to or of any breach of any agreement entered into by the Trustee for
exceeding S$100,000 each in value) conducted during the financial and on behalf of CMT with an affiliate of the Manager, and the
year are disclosed in this Annual Report (see page 193). Trustee may take such action as it deems necessary to protect
the rights of Unitholders and/or which is in the interests of
DEALINGS WITH CONFLICTS OF INTEREST Unitholders. Any decision by the Manager not to take action
The following procedures have been established to deal with potential against an affiliate of the Manager shall not constitute a waiver
conflicts of interest which the Manager (including its Directors, of the Trustee’s right to take such action as it deems fit against
executive officers and employees) may encounter in managing CMT: such affiliate.
(5) The Board shall include at least two Independent Directors.
(1) The Manager will be a dedicated manager to CMT and will not
manage any other real estate investment trust or be involved in The Directors of the Manager are under a fiduciary duty to CMT to act
any other real property business. in its best interests in relation to decisions affecting CMT when they
(2) All executive officers of the Manager will be employed by the are voting as members of the Board. In addition, the Directors and
Manager. executive officers of the Manager are expected to act with integrity
(3) All resolutions at meetings of the Board of Directors of the and honesty at all times.
Manager in relation to matters concerning CMT must be
decided by a majority vote of the Directors, including at least Additionally, the Trustee has been granted a right of first refusal by
one Independent Director. CapitaLand Retail Limited (CRTL) over all retail income producing
(4) If the Manager is required to decide whether or not to take properties with certain specified characteristics which may in the
any action against any person in relation to any breach of any future be identified and targeted for acquisition by CRTL or any of its
agreement entered into by the Trustee for and on behalf of CMT subsidiaries.
with an affiliate of the Manager, the Manager shall be obliged
to consult with a reputable law firm (acceptable to the Trustee) Under the Trust Deed, in respect of voting rights where the
which shall provide legal advice on the matter. If the said Manager would face a conflict between its own interest and that
law firm is of the opinion that the Trustee, on behalf of CMT, of the Unitholders, the Manager shall cause such voting rights to be
has a prima facie case against the party allegedly in breach exercised according to the discretion of the Trustee.
under such agreements, the Manager is obliged to pursue the
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RISK ASSESSMENT AND MANAGEMENT OF BUSINESS RISK The Board generally meets quarterly, or more often if necessary, and
Effective risk management is a fundamental part of CMT’s business reviews the financial performance of the Manager and CMT against
strategy. Recognising and managing risk is central to the business a previously approved budget. The Board also reviews the risks to
and to protecting Unitholders’ interests and value. CMT operates the assets of CMT and acts upon any comments of the auditors of
within overall guidelines and specific parameters set by the Board. CMT. In assessing business risk, the Board considers the economic
Each transaction is comprehensively analysed to understand the environment and the property industry risk. The Board and its
risk involved. Responsibility for managing risk lies initially with the Executive Committee reviews and approves all investment decisions.
business unit concerned, working within the overall strategy outlined Management meets regularly to review the operations of the Manager
by the Board. and CMT and discuss continuous disclosure issues.
The Manager’s focus on risk management recognises that risk The Manager has determined that significant risk for CMT will most
management is, prima facie, an issue for management. The risk likely arise when making property investment decisions. Accordingly,
management framework supports this focus but provides a structured the Manager has set out procedures to be followed when making
context for those personnel to undertake a half-yearly review of the such decisions. In accordance with this policy, the Board requires
past performance of, and to profile the current and future risks facing, comprehensive due diligence to be carried out in relation to the
their areas of responsibility. proposed investment and a suitable determination is made as to
whether the anticipated return on investment is appropriate having
This risk information is consolidated and used as key input into regard to the level of risk. In addition, the Board requires that each
the corporate strategy sessions attended by management and the major proposal submitted to the Board for decision is accompanied by
Property Manager. Such sessions are held on a quarterly basis to a comprehensive risk assessment and, where required, management’s
review CMT’s strategic direction in detail and include specific focus proposed mitigation strategies.
on the identification of key business and financial risks which could
prevent CMT from achieving its objectives. Management is then COMMUNICATIONS WITH UNITHOLDERS
required to ensure that appropriate controls are in place to effectively The listing rules of SGX-ST require that a listed entity discloses to the
manage those risks, and such risks and controls are monitored by the market matters that could, or might be expected to, have a material
Board on a quarterly basis (or on a more frequent basis if necessary). effect on the price of the entity’s securities. In line with CMT’s
The internal audit plan is developed in conjunction with the risk disclosure obligations, the Board’s policy is to inform Unitholders of all
management programme and is focused on ensuring the operation major developments that impact CMT. During the year, a continuous
of internal controls and assessing the effectiveness and efficiency of disclosure process was in place to ensure that compliance with such
the control environment. obligations was constantly adhered to.
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INspiring leaders _corporate governance
CMT believes that it should engage in regular, effective, unbiased was to update potential and current Unitholders on the developments
and transparent communication with Unitholders. Communications that have taken place with regard to CMT. CMT also participates in
channels with Unitholders are made accessible via: various conferences locally and in the region as part of its efforts to
build interest in the REIT market for the region. The Manager will
• Report to Unitholders; continue to pursue opportunities to educate and keep retail investors
• Notices of, and explanatory memoranda for, extraordinary informed of the latest developments in the REIT industry.
general meetings;
• Press releases on major developments of the company; Unitholders and potential stakeholders have access to CMT’s website
• Disclosures to SGX-ST; for information on CMT’s major developments, descriptions of CMT’s
• Other announcements, as appropriate; and properties, announcements and other corporate information. Real-
• CMT’s website at www.capitamall.com. time information on CMT’s Unit price is also made available on the
site. In addition, members of the public can pose questions on the
CMT was included in the Singapore Straits Times Index, the primary ‘Ask Us’ section of the CMT website and have their queries addressed
Singapore equity market barometer in March 2005. It is also included accordingly. Also available on the website is an archive of CMT’s
in other key indices such as the Morgan Stanley Capital International, announcements, press releases, annual reports and operational
Inc (MSCI) Index, the FTSE European Public Real Estate Association details. The latest information is posted on the website as soon as it
(EPRA) / National Association of Real Estate Investment Trust (NAREIT) is released to the SGX-ST and the media.
Global Real Estate Index, the Global Property Research (GPR) General
Property Shares Index, the GPR 250 Global Property Shares Index DEALINGS IN SECURITIES
and the GPR 250 Global REIT Index – all of which are widely tracked The Manager has voluntarily issued guidelines to its Directors and
and referred to by international fund managers as performance employees which prohibit them from dealing in CMT units while in
benchmarks in the selection and monitoring of investments. possession of price-sensitive information and during the two weeks
before and up to (and including) the date of announcement of CMT’s
The Manager considers meetings with local and foreign fund results (quarterly, half-yearly and full-year). Under these guidelines,
managers an integral part of the investor relations’ component of Directors and employees have been directed to refrain from dealing
its responsibilities. During the year under review, the Manager in CMT units on short-term considerations.
met with institutional investors in Singapore, Malaysia, Hong
Kong, Japan, United Kingdom, United States, Middle East, various
European countries and Australia. The purpose of these meetings
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CAPITAMALL TRUST MANAGEMENT LIMITED The Manager believes that contributions from each Director can be
BOARD COMPOSITION AND COMMITTEES reflected in ways other than attendances at Board and committee
The matrix of the Board members’ participation on the various Board meetings. A Director of the Manager would have been appointed
committees is as follows. on the principles outlined earlier in this Statement and his ability to
contribute to the proper guidance of the Manager in its management
of CMT.
CORPORATE
AUDIT EXECUTIVE DISCLOSURE MEETING ATTENDANCE
BOARD MEMBERS COMMITTEE COMMITTEE COMMITTEE
AUDIT
Hsuan Owyang C C BOARD COMMITTEE
Liew Mun Leong C M NO. OF MEETINGS NO. OF MEETINGS
Pua Seck Guan M BOARD MEMBERS HELD: 4 HELD: 4
James Glen Service M
David Wong Chin Huat M Hsuan Owyang 4 4
S. Chandra Das Liew Mun Leong 3 N.A.
Hiew Yoon Khong Pua Seck Guan 4 N.A.
Kee Teck Koon M M James Glen Service 3 3
Olivier Lim Tse Ghow M M M David Wong Chin Huat 4 4
(With effect from 1/7/2005) S. Chandra Das 3 N.A.
Lui Chong Chee (till 1/7/2005) M M M Hiew Yoon Khong 2 N.A.
Chay Wai Chuen (till 17/9/2005) Kee Teck Koon 3 N.A.
(Alternate to S. Chandra Das) Olivier Lim Tse Ghow 2 2
(with effect from 1/7/2005)
Key: C – Chairman, M - Member Lui Chong Chee (till 1/7/2005) 2 1
Chay Wai Chuen (till 17/9/2005) - N.A.
(Alternate to S. Chandra Das)
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INspiring leaders _board of directors
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S. CHANDRA DAS
KEE TECK KOON OLIVIER LIM TSE GHOW
PUA SECK GUAN
HIEW YOON KHONG
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INspiring leaders _board of directors
MR HSUAN OWYANG Aviation Authority of Singapore (CAAS), and the Limited and CapitaLand Financial Limited (Real
CHAIRMAN & INDEPENDENT Board of Governors of Temasek Polytechnic. Mr Estate Capital Management - Retail), to which
NON-EXECUTIVE DIRECTOR Liew also serves as a member of the Council positions he was appointed in 2004. Previously,
(SINCE 18 OCTOBER 2001) on Corporate Disclosure and Governance, a he was responsible for developing the property
With more than 50 years of experience in both national body on corporate disclosure and fund management business of CapitaLand
the public and private sectors, Mr Owyang’s governance including prescribing of accounting Limited. Before joining CapitaLand Limited, Mr
portfolio includes chairmanship of the Housing standards in Singapore. With more than Pua held senior positions with Lend Lease Asia
and Development Board from 1983 to 1998, two decades of experience in construction Holding Pte Ltd and Singapore-listed Hotel
the Institute of Policy Studies from 1989 to and real estate in Singapore and overseas, Properties Limited. Mr Pua has a Master of
2004 and the East Asian Institute management Mr Liew participated in a number of public Science degree in Civil Engineering from the
board since 1997. He has also been a sector infrastructural development projects Massachusetts Institute of Technology, USA
pro-Chancellor of Nanyang Technological in Singapore, including the development and and a Bachelor of Science degree in Building
University since 1995. In recognition of Mr construction of Changi International Airport. For (First Class Honours) from the National
Owyang’s numerous contributions, he was five years, he was CEO of Singapore Institute University of Singapore.
conferred the Distinguished Alumni Award by of Standards and Industrial Research (SISIR),
the Harvard Club of Singapore in 1987 and was a statutory board responsible for Singapore’s MR JAMES GLEN SERVICE
awarded the Meritorious Service Medal by the national standards and industrial research and INDEPENDENT NON-EXECUTIVE DIRECTOR
Singapore Government in 1993. development to support the manufacturing (SINCE 17 OCTOBER 2001)
industry in Singapore. Thereafter, he headed Mr Service has 20 years of experience in fund
MR LIEW MUN LEONG a public listed engineering and construction management and property trusts. He is the
DEPUTY CHAIRMAN & company in Singapore. From 1997 to 1998, Mr Executive Chairman of JG Service Pty Limited,
NON-EXECUTIVE DIRECTOR Liew was elected the President of International a specialist property consulting company. Mr
(SINCE 5 JUNE 2002) Organisation for Standardisation (ISO). Mr Liew Service is also Chairman of ACTEW Corporation
Mr Liew Mun Leong is President & CEO of graduated from the University of Singapore Limited, among others. Mr Service is a Director
CapitaLand Group. He is also Chairman of with a civil engineering degree in 1970 and is a of Challenger Financial Services Group Limited.
CapitaLand Residential Limited, CapitaLand registered professional civil engineer. He is an independent Non-Executive Director
Limited, CapitaLand Retail Limited, and Deputy MR PUA SECK GUAN of CapitaLand Limited, which is listed on the
Chairman of CapitaLand Financial Limited. CHIEF EXECUTIVE OFFICER & EXECUTIVE Australian Stock Exchange. Mr Service was
Concurrently, Mr Liew is Deputy Chairman DIRECTOR (SINCE 17 OCTOBER 2001) awarded the honour of Officer in the General
of The Ascott Group Limited and Raffles Mr Pua is the Chief Executive Officer of Division for the Order of Australia in 2004, a
Holdings Limited, subsidiaries of CapitaLand CapitaMall Trust Management Limited and Silver Jubilee Medal in 1975 and Canberra
listed on the SGX-ST. He is Deputy Chairman has over 16 years of real estate experience Citizen of the Year 2001. Mr Service is a Fellow
of CapitaMall Trust Management Limited, the in property investment, development and of the Chartered Institute of Secretaries, a Life
manager of CapitaMall Trust, the first listed management. Since his appointment in Fellow of the Australian Institute of Building
real estate investment trust in Singapore, and October 2001, he has been responsible for the and a Fellow of the Australian Society of
CapitaCommercial Trust Management Limited. management of CMT. Concurrently, he is also Certified Practising Accountants.
As public service, Mr Liew chairs the Civil the Chief Executive Officer of CapitaLand Retail
54 > inspire
MR DAVID WONG CHIN HUAT MR HIEW YOON KHONG Limited from November 2000 to 1 April 2003.
INDEPENDENT NON-EXECUTIVE DIRECTOR NON-EXECUTIVE DIRECTOR Between 1996 and 2000 he was the Managing
(SINCE 17 JANUARY 2003) (SINCE 1 MARCH 2002) Director and Chief Executive Officer of Somerset
Mr Wong, a senior partner of Ramdas and Wong, Mr Hiew is currently the Chief Executive Holdings Limited, and also Executive Vice
has been a lawyer in private practice with Officer of Mapletree Investments Pte Ltd and President at Pidemco Land Limited. Prior to that,
more than 30 years’ experience in real estate, the Managing Director, Special Projects of Mr Kee held senior management appointments
banking, consumer finance and corporate Temasek Holdings (Private) Limited. Prior to with several other organisations. He started
law. He currently serves as a member of the these appointments, Mr Hiew held various his career in 1979 with the Singapore Armed
Public Service Commission and the Singapore senior positions in the CapitaLand Group. He Forces and the Ministry of Defence where he
Labour Foundation and is also the Chairman of joined Pidemco Land Limited as Chief Financial remained until 1991. He holds a Master of Arts
Officer in 1996 and was Chief Financial Officer
the Bedok Citizens’ Consultative Committee. in Engineering Science from Oxford University,
of CapitaLand Limited following the merger of
A Justice of the Peace, he was awarded the UK.
Pidemco Land Limited and DBS Land Limited in
Public Service Star (BBM) in 1991 and the
2000. In February 2002, he was made the Chief
BBM(L) in 2005. Mr Wong holds a Master of MR OLIVIER LIM TSE GHOW
Executive Officer of CapitaLand Commercial
Laws degree from the University of London and NON-EXECUTIVE DIRECTOR
and Integrated Development Limited (formerly
a Bachelor of Laws degree from the University (SINCE 1 JULY 2005)
known as CapitaLand Commercial Limited) as
of Singapore. Mr Lim is currently the Chief Financial Officer
well as CapitaLand Financial Limited. Prior
of CapitaLand Group. He is also a Non-
to joining CapitaLand Limited, Mr Hiew held
MR S CHANDRA DAS Executive Director of CapitaCommercial
various positions in the areas of corporate
NON-EXECUTIVE DIRECTOR Trust Management Limited. Prior to joining
finance, management consultancy and project
(SINCE 5 JUNE 2002) CapitaLand Limited, Mr Lim was Managing
financing over a ten-year period. He holds
Mr Das is currently the Managing Director of a Master of Arts in Economics from the Director of the Real Estate Unit, Corporate &
NUR Investment & Trading Pte Ltd. He is also University of Warwick, UK and a Bachelor of Capital Market Group of Citibank Singapore.
the Chairman of Nera Telecommunications Ltd, Arts degree in Economics from the University He has more than 16 years of experience in
Nera Electronics Ltd as well as a director of of Portsmouth, UK. banking and finance, spanning diverse areas
Yeo Hiap Seng Limited and The Ascott Group such as corporate finance, investment banking
Limited. He was the Chairman of the Trade MR KEE TECK KOON and real estate financial products and services.
Development Board from 1983 to 1986. He NON-EXECUTIVE DIRECTOR Mr Lim holds a First Class Honours degree in
served as a Member of Parliament from 1980 (SINCE 2 APRIL 2003) Civil Engineering from the Imperial College of
to 1996. Mr Das was awarded the President’s Mr Kee is currently the Vice Chairman of Science, Technology and Medicine, London.
Medal by the Singapore Australian Business CapitaLand Commercial and Integrated
Council in 2000 and the Distinguished Service Development Limited (formerly known
(Star) Award by the National Trades Union as CapitaLand Commercial Limited) and
Congress in 2005. He holds a Bachelor of CapitaLand Retail Limited and is also the
Arts degree in Economics (Honours) from the Chief Executive Officer of CapitaLand Financial
University of Singapore and a Certificate in Limited. He was the Managing Director and
Education from the former Singapore Teachers’ the Chief Executive Officer of The Ascott Group
Training College.
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INspiring leaders_the trust management team
56 > inspire
LIM BENG CHEE TAN TZE WOOI SHARON LIM MICHAEL CHEN
JESLINE GOH JOANNA LOW LIM WAN PING
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INspiring leaders_the trust management team
58 > inspire
(Real Estate) degree and a Bachelor of Science MS SHARON LIM Financial Analyst and holds a First Class Honours
(Estate Management) degree (Honours) from Sharon has experience in property business Bachelor of Science (Real Estate) degree from
the National University of Singapore. development, sales & marketing and asset the National University of Singapore.
management activities in Australia, the
MS JESLINE GOH Philippines and Singapore. She holds a
Jesline has over nine years of experience Master of Business Administration degree FUND ANALYSTS
in investment and corporate finance. Prior and a Bachelor of Business degree (with The Fund Analysts are responsible for
to joining CMTML, she was part of the team distinction) from the Royal Melbourne Institute developing and maintaining financial and asset
in CapitaLand Limited that creates new of Technology, Australia. models to analyse the performance of CMT at
property funds and evaluates new investment the property level, as well as preparing asset
opportunities in real estate and related products. MS ELLINA CHIA reports on the properties. In addition, they
Jesline is a Chartered Financial Analyst and Ellina has over nine years of real estate also assist the Investment Managers in the
holds a First Class Honours Bachelor’s degree experience in lease administration, investment acquisition of new properties.
in Business Administration from the National and asset management. Whilst at CapitaLand
University of Singapore. Limited, she was seconded to Lend Lease MR MICHAEL CHEN
Japan for 18 months to work on the acquisition Michael has over one year of real estate
MR TAN TZE WOOI of non-performing loans. She holds a Bachelor experience and holds a Bachelor of Business
Prior to joining CMTML, Tze Wooi was with of Business degree (Honours), specialising Management degree (cum laude) majoring
Standard Chartered Bank, responsible for in Marketing, from Nanyang Technological in Finance from the Singapore Management
credit research, managing client relationships University of Singapore. University.
in corporate banking (real estate), and worked
closely with the debt capital markets team and MS YAP MAY LI MR ALAN SEOW
other product partners in delivering banking May Li has over three years of real estate Alan holds a Bachelor of Business Management
solutions. He also had over four years of experience in structuring and managing private degree, majoring in Finance, from the Singapore
experience in KPMG and led engagement teams equity property funds in regional markets, Management University.
in carrying out assignments across various evaluation of new acquisitions and asset
industries. He is a Chartered Financial Analyst management. Prior to joining CapitaLand
and holds a Bachelor of Accountancy degree Limited, May Li had over seven years of
(Honours) from the Nanyang Technological experience in financial analysis, project
University of Singapore. management, policy planning and business
process re-engineering. She is a Chartered
MS JOANNA LOW Financial Analyst and holds a Bachelor of
Prior to joining CMTML, Joanna served as an Business Administration degree (Honours) from
Asset Analyst with Lend Lease Asia Holding Pte the National University of Singapore.
Ltd where she was actively involved in analytical
work on new investment opportunities. MS LIM WAN PING
Joanna holds a Master of Commerce degree Prior to joining CMTML, Wan Ping has close to
in Advanced Finance from the University of two years of experience as a Financial Analyst
New South Wales, Australia and a Bachelor of with American Express Int’l Inc, and over four
Business degree from Queensland University of years of real estate experience in research,
Technology. strategic planning and the investigation of
overseas investment opportunities with GIC
Real Estate Private Limited. She is a Chartered
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INspiring leaders_the property management team
60 > inspire
CHIEF OPERATING OFFICER GROUP MARKETING GROUP MECHANICAL & ELECTRICAL
MR SIMON HO COMMUNICATIONS MANAGER DESIGN TECHNICAL SERVICES
Simon joined CRMPL in 2004 and has more MS THERESE CHEW MANAGER
than 19 years of experience in real estate Therese is responsible for creating and MR CHOW CHEE KHANG
investment and management. He is responsible implementing programmes to attract shoppers Chee Khang works closely with CMT’s project
for managing the operations of the 16 retail to CMT malls and driving tenants’ sales turnover. and centre managers and oversees the review
malls in Singapore as well as the operations of This is largely achieved through innovative of mechanical & electrical services designs,
its regional retail portfolio in Japan, Malaysia advertising and promotions, events and public as well as cost and time control in the various
and China. He works closely with CRMPL’s relations. She also focuses on delivering asset enhancement initiatives at the malls. He
asset management and investment teams to non-leasing income, which has proven to be also develops design guidelines to ensure that
ensure that asset plans are executed diligently an area of significant opportunity across the services designs are complied with. He also
and that asset returns are optimised. Simon malls. Therese has over 10 years of experience works with the centre managers and operation
holds a Master of Real Estate degree as well in the field of marketing communications, in managers to implement the company’s
as a Bachelor of Science (Estate Management) Singapore and regionally. She holds a Master facility management policy, including
degree (Honours) from the National University of Arts degree in Mass Communications from standard operation procedures, optimisation
of Singapore. Oklahoma City University, USA and a Bachelor of equipment, maintenance planning, bulk
of Commerce (Marketing) degree from Curtin procurement, technical training and use of
GROUP LEASING MANAGER University of Technology, Australia. latest technology products. Chee Khang has
MS SELENA CHUA over 17 years of experience in the field of
Selena oversees all the leasing activities of GROUP TENANCY DESIGN & mechanical & electrical services in Singapore
CMT’s assets, ensuring gross rental income COORDINATION MANAGER and regionally, including Malaysia, Thailand,
meets or exceeds the budget and achieving MR LOW KIA SING Indonesia, Hong Kong and China. Prior to
optimal occupancy rates. This includes lease Kia Sing’s primary responsibility is the review joining CapitaLand Limited in 1996, he spent six
administration, key tenant relationships as well and approval of designs for shop layouts in the years as a Consultant in a leading mechanical
as planning and implementation of the leasing shopping malls under CMT. He also develops & electrical consultancy firm in Singapore.
strategy relating to tenancy mix. Supporting retail design and merchandising guidelines to
medium to short-term asset enhancement ensure that high standards of design, layout
plans and strategic marketing plans are also and visual merchandising are maintained in the
part of her key functions. Selena has more malls, and is involved in the conceptualisation
than 11 years of retail leasing and operations of asset enhancement initiatives and feasibility
experience. Prior to joining CapitaLand Limited studies. Kia Sing has over five years of
in 1999, she was the Leasing Manager of experience in design and architecture. He
Scotts Shopping Centre and was also with CB holds a Master’s degree in Architecture and a
Richard Ellis (Pte) Ltd’s Retail Department for Bachelor of Arts degree (Architectural Studies)
four years. She holds a Bachelor of Science from the National University of Singapore.
(Estate Management) degree (Honours) from
the National University of Singapore.
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INtegrating
people
& society
We are an organisation for the people: All people. We
support our managers and employees by developing
them to develop our business. And, we support our
local communities with charitable, educational and
social activities. As an integral part of Singapore’s
retail environment, we are the proud hosts of many
meaningful events for worthy causes.
62 > inspire
inspire > 63
INtegrating people_human resources
64 > inspire
ON-THE-JOB TRAINING (OJT)
Since the launch of the OJT program for Customer Service Assistants
(CSAs) and Technicians in 2004, more than 90 percent of our CSAs
and Technicians have been trained. In addition to the in-house
OJT programmes, training by external providers is included in the
company’s initiatives to beef up core competencies in customer
service for Customer Service Assistants and facilities management
for Technicians. External training to boost our customer service
standards includes a customised core programme on ‘Creative Ways
to Solve Customers’ Problems’. In November 2005, in recognition of
their excellent service standards, nine of our CSAs were awarded the
Singapore Retailers’ Association’s Excellent Service Award. These
awards are a testimony to the success of the OJT programme and
affirm our commitment to enhancing shoppers’ experience at our
malls.
STUDY TOURS
A study trip to Japan covering Tokyo and Osaka was organised for
a group of 14 participants from CRMPL and CMTML. The study trip
provided the participants with the opportunity to learn about the retail
scene in Japan.
Through a guided tour of select retail malls in both Tokyo and Osaka,
participants gained valuable insights on Japanese retail management
– from marketing strategies, shop front & interior designs to innovative
On the job training
shopping experiences and promotions. The participants shared their
key learning experiences with their colleagues through a presentation
upon their return.
BUILDING BONDS
To foster camaraderie and esprit de corps, various social and
recreational events were organised in 2005. Activities such as
bowling, soccer, Chinese New Year and year-end parties drew
widespread participation.
Japan study trip team photo
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INtegrating society_corporate social responsibility
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66 inspire
Other than fund raising, we also
work with various organisations
to promote key campaigns with
the aim of improving the quality
of life.
their 160th anniversary celebrations at attended school without a proper breakfast, We did not confine our community efforts to
Junction 8’s open landscaped plaza, with or any pocket money to sustain them during our malls, and at year-end we spread some
the aim of promoting Singapore’s talented the school day. The money raised alleviates Christmas cheer by arranging for the movie
teen rock bands. the parents’ financial burden of providing cartoon characters, Wallace & Gromit to
for their children’s education and, at the cheer up the sick children recuperating
In recognition of our strong support for same time, helps children who are already at KK Women’s and Children’s Hospital.
the community, we are now approached facing difficulties in remaining in school to The children’s happy and smiling faces
by more NGOs for assistance with their continue their education. certainly told us that our efforts were much
community projects. In September, appreciated.
Junction 8 and Plaza Singapura helped the In addition to fund-raising, we work with
Singapore Corporation of Rehabilitative various organisations to promote key
Enterprises by providing roadshow space campaigns which aim to improve the quality
for a ‘Sale of Yellow Ribbons’ to enhance of life of their beneficiaries. From April 2005
community acceptance and support for ex- to June 2005, Tampines Mall offered a push
offenders and their families, and to raise cart to the Down Syndrome Association so
funds for ex-offenders to facilitate their that their physically challenged members
reintegration into society. could interact with the public by selling
their wares and, in the process, learn to
Customer Service Assistant selling a bear to a
Since October 2005, we have worked jointly lead a normal life. In another example, IMM
customer.
with The Straits Times School Pocket Money Building collaborated with KK Hospital’s KK
Fund on an exclusive promotion to sell their Juniors Club in August 2005 to organise a
official bears for S$3 each at our customer ‘Best Breastfed Baby’ contest. This event
service counters. The Straits Times School aimed to create awareness amongst
Pocket Money Fund was created to mothers of the benefits of breastfeeding
heighten public awareness of the plight their babies, and drew an overwhelming
of children from low-income families who number of 600 contestants!
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INvestor
Relations
We believe in communication: Frequent and
relevant communication. This ensures that all
our stakeholders are kept aware of the specifics
of our performance, profitability and plans in
a timely manner. And, we provide a two-way
communication platform for the analysts and
media to clarify queries and for management
to obtain feedback from the investment and
media communities.
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INvestor relations
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70
For the second year running, we won the ‘Most Transparent
Company’ Award at the Securities Investors Association
(Singapore) (SIAS) Investors’ Choice Awards, nominated by
analysts, fund managers and media.
Unitholders who held CMT units for the period 1 January 2005 to UNITHOLDER ENQUIRIES
31 December 2005 would have received an attractive total return If you have any enquiries or would like to find out more about
CMT, please contact:
of 33.14 percent, consisting of capital appreciation of 27.3 percent
and a distribution yield of 5.8 percent. Unitholders who held CMT The Manager
units for the period from the listing of CMT on 17 July 2002 to 31 Ms Tong Ka-Pin
December 2005 would have received a total return of 165.85 percent, Investor Relations & Communications Manager
Phone: +65 6536 1188
consisting of capital appreciation of 133.4 percent and a distribution Fax: +65 6536 3884
yield of 32.4 percent. Email: ask-us@capitamall.com.sg
Website: www.capitamall.com
Moving forward, investor relations, to articulate CMT’s growth
The Unitholder Registrar
strategy to both current and potential Unitholders in Singapore and
Lim Associates (Pte) Ltd
overseas, will continue to be an integral part of the Manager’s role. 10 Collyer Quay
The Manager will also seek to uphold the highest level of corporate #19-08 Ocean Building
governance and transparency standards by providing the investment Singapore 049315
Phone: +65 6536 5355
and media community with clear, concise and timely information.
Fax: +65 6536 1360
Website: www.boardroomlimited.com
October 2006
2006 Third-Quarter Results Announcement
November 2006
2006 Third-Quarter Distribution to Unitholders
January 2007
2006 Full-Year Results Announcement 4 Based on total DPU of 10.23 cents for the financial year ended 31 December 2005, the closing unit price of S$1.76 on
31 December 2004 and the closing unit price of S$2.24 on 30 December 2005.
5 Based on total actual DPU of 31.12 cents since the listing of CMT on 17 July 2002, the Initial Public Offering Price of
February 2007 CMT units of S$0.96 and the closing unit price of S$2.24 on 30 December 2005.
2006 Final Distribution to Unitholders
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INvestor relations
130
120
110
100
Dec-04 Jan-05 Feb-05 Mar-05 Apr-05 May-05 Jun-05 Jul-05 Aug-05 Sep-05 Oct-05 Nov-05 Dec-05
Source: Bloomberg
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COMPARATIVE YIELDS CMT TRADING DATA BY YEAR
Notes
1. Based on the annualised distribution per unit of 11.02 cents for the period 31 October 2005 to 30 December 2005,
and the year-end closing price of S$2.24 on 30 December 2005.
2. Singapore Government 10-Year Bond yield as at 30 December 2005.
3. Singapore Government 5-Year Bond yield as at 30 December 2005.
4. Average 12-month gross dividend yield of Straits Times Index stocks as at 30 December 2005.
5. Average 12-month gross dividend yield of Singapore Property Equities Index stocks as at 30 December 2005.
6. Prevailing CPF Ordinary Account savings rate.
7. Average S$12-Month fixed deposit savings rate as at 31 December 2005.
2.8 50
2.6
2.4 40
2.2
30
2.0
1.8
20
1.6
1.4
10
1.2
1.0 0
Jan-05 Feb-05 Mar-05 Apr-05 May-05 Jun-05 Jul-05 Aug-05 Sep-05 Oct-05 Nov-05 Dec-05
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IN Review
We have enjoyed a successful year: A very
successful year. We have capitalised on
our strategic geographic diversification and
all our malls have prospered. And, we have
shown a capacity to evolve in order to meet
the changing needs and demands of shoppers
and retailers. Through our six proven growth
strategies, we aim to hold onto our position
as the largest Real Estate Investment Trust
by market capitalisation and asset size in
Singapore.
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IN review_market overview
economic mood, the retail closest neighbours struggling to come to terms with the devastation
caused by the 2004 Boxing Day tsunami. The world also witnessed
property sector was in a other adversities during the year, including natural disasters (such
as Hurricane Katrina in the US and the earthquake in Kashmir) and
healthy state throughout the terrorist attacks in London, Bali and elsewhere.
year, with high demand for Fortunately, nonetheless, Asia’s economic progress on the whole
remained steadfast, powered by the twin engines of China and
space from both local and India as well as encouraging signs of improvement in the Japanese
economy.
international retailers, and
Singapore’s economy, building from 2004’s solid base and benefiting
the entry into the market of from the favourable external environment and the government’s
many new brands and retail restructuring and upgrading efforts, continued to perform strongly
particularly in the second half of the year. Gross Domestic Product
operators. (GDP) expanded by 6.4 percent for the full year, with the individual
quarters recording year-on-year growth of 3.4 percent, 5.7 percent,
7.6 percent and 8.7 percent, respectively. The growth was broad-
based, experienced across almost all sectors.
Retail sales and catering sales in 2005 rose by 12.4 percent and 6.4
percent, respectively, over 2004. This was not surprising given the
general increase in wages and wealth that accompanied economic
growth, and glowing tourism numbers that saw a record 8.94 million
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Barring unforeseen circumstances, we believe that the economy
is well on track to meet or even exceed the government’s forecast.
This belief emanates from the sterling economic performance in the
second half of 2005, which has created strong forward momentum for
2006. Indeed, among businesses and the population at large, there
is widespread optimism regarding business conditions and the job
market.
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IN review_operations & financial review
portfolio for the year ending residential assets, as well as in the acquisition of foreign non-
residential assets by such vehicles.
2005. The Manager will The above are important incentives to encourage cross-border REITs
in Singapore and also the acquisition of foreign assets by local REITs.
continue to pursue other These measures will stand Singapore in good stead in its continual
development as a key regional REIT centre.
acquisitions that will be yield- In the regional arena, the eagerly-awaited Hong Kong REIT market
finally took off in late-2005 with a quick succession of three listings
accretive to the portfolio. in the space of little more than a month. Leading the way was the
Hong Kong Housing Authority’s LINK REIT which had an IPO market
capitalisation of US$2.6 billion, the largest-ever in the world. Another
of the Hong Kong listings, GZI REIT, is also noteworthy in that it is
the first in the world with an asset portfolio comprising properties in
mainland China. Elsewhere in the region, Taiwan also launched its
first REIT and Malaysia saw several new listings under its revamped
REIT guidelines.
OPERATIONS REVIEW
2. Clear provisions and stipulations to facilitate the acquisition of YIELD-ACCRETIVE ACQUISITIONS
foreign property assets and the partial ownership of property In 2005, CapitaMall Trust (CMT) acquired four malls: Sembawang
assets by REITs; and Shopping Centre (10 June 2005), 96.7 percent of the strata area of
Hougang Plaza (progressively on 20 June 2005, 30 June 2005 and 16
3. Greater flexibility for the capital structure of REITs, and yet August 2005), Jurong Entertainment Centre (31 October 2005) and
concurrently more stringent controls on the use of financial Bugis Junction (31 October 2005).
engineering measures. More specifically, the previous 35
percent borrowing limit (measured against deposited property) Bugis Junction is the largest of the four malls and is located at the
has been replaced by a 35 percent leverage limit (measured heart of Singapore’s Arts, Culture, Learning and Entertainment Hub.
against deposited property) encompassing both borrowings The mall is directly connected to the Bugis Mass Rapid Transit station
and deferred payments. Furthermore, the leverage limit may and is well served by major bus routes.
increase up to 60 percent subject to the REIT obtaining and
disclosing a credit rating by a major rating agency. The acquisitions added another $9.6 million to the Net Property
Income (NPI) of the portfolio for the year ending 2005. CapitaMall
More recently in the government’s Budget 2006 announcements in Trust Management Limited (CMTML), the Manager of CMT, will
February 2006, two key measures were introduced with the aim of continue to pursue other acquisitions that will be yield-accretive to
further developing the local REIT industry: the portfolio.
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TAMPINES MALL
Number of food kiosks on Basement 1 increased from 13 to 18 following a reconfiguration exercise to maximise the space efficiency.
JUNCTION 8
An open landscape plaza, called Top of
the 8, which comes complete with a
children’s playground, stage facilities
and promotional space was created
on Level 3.
JURONG ENTERTAINMENT
CENTRE
A new food court was created through the
amalgamation of two retail units.
PLAZA SINGAPURA
FUNAN DIGITALIFE MALL Customer service counter was relocated
Thematic zone, called ‘Inbox 5’, with a focus
to lower yielding space to make way for
on digital and electronic devices was created
on Level 5. a new tenant.
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IN review_operations & financial review
KEY ASSET ENHANCEMENT INITIATIVES Singapura, and the amalgamation of two shop units to create a new
One of the major asset enhancement works completed in 2005 food court at Jurong Entertainment Centre. In total these works have
was the revamp of food kiosks at Basement 1 of Tampines Mall. resulted in approximately S$1.7 million of additional revenue per
The number of kiosks was increased from 13 to 18 and the work annum.
contributed approximately S$0.4 million per annum of additional
revenue to the portfolio. PERFORMANCE
REVENUE
Junction 8 saw the completion of its Open Landscaped Plaza on Level Gross revenue for the financial year ended 31 December 2005 was
3, which will be used to host more activities and events to attract S$243.1 million, an increase of S$65.9 million or 37.2 percent over
people to the mall and increase sales for the retailers. S$177.2 million for the financial year ended 31 December 2004. The
higher revenue was mainly due to the full-year contribution from
Other asset enhancement works completed in 2005 include the Plaza Singapura of S$61.5 million, against S$23.9 million for the
creation of InBox 5 at Funan DigitaLife Mall, four glass kiosks at IMM period from 2 August 2004 to 31 December 2004. Also contributing to
Building (IMM), various reconfiguration and relocation works at Plaza the higher gross revenue were new acquisitions, namely Sembawang
1
Comprising Hougang Plaza Units, Sembawang Shopping Centre and Jurong Entertainment Centre.
1 JANUARY TO 31 OCTOBER TO
30 OCTOBER 2005 31 DECEMBER 2005
ACTUAL VS FORECAST1 ACTUAL VS FORECAST2
S$MIL S$MIL S$MIL S$MIL
1
Comprising Hougang Plaza Units, Sembawang Shopping Centre and 1. Based on the forecast, together with the accompanying assumptions, shown in the CMT Circular dated 20 July 2004 for the financial
Jurong Entertainment Centre. year ended 31 December 2005, pro-rated for the period 1 January 2005 to 30 October 2005.
2. Based on the forecast, together with the accompanying assumptions, shown in the CMT Circular dated 18 October 2005 (adjusted to
include actual gross revenue for 31 October 2005).
3. Comprising Hougang Plaza Units, Sembawang Shopping Centre and Jurong Entertainment Centre.
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Shopping Centre, Hougang Plaza Units, Jurong Entertainment Centre new properties, increased rental income from the other malls, and
and Bugis Junction, increased rental income from the other malls and newly created retail spaces at Junction 8 which were completed in
the newly created retail spaces at Junction 8, some of which were December 2004 also contributed to the improved NPI.
only completed in December 2004.
ASSETS
NET PROPERTY INCOME The total assets as at 31 December 2005 for CMT and its associate
As a result of the higher gross revenue, NPI for the full year ended 31 were S$3,483.6 million, compared with S$2,361.7 million as at 31
December 2005 was S$154.1 million, an increase of S$39.9 million December 2004. The increase of S$1,121.9 million was mainly due
or 34.9 percent over S$114.2 million for the financial year ended to the acquisitions of Sembawang Shopping Centre, Hougang Plaza
31 December 2004. Similarly, this was mainly due to the increase Units, Jurong Entertainment Centre and Bugis Junction, as well as an
of S$26.1 million from the full-year contribution of S$43.8 million increase in property valuations for the other properties.
from Plaza Singapura compared with S$17.7 million for the period
2 August 2004 to 31 December 2004. Contribution from the four
NET PROPERTY INCOME BY PROPERTY (FY2005) NET PROPERTY INCOME BY PROPERTY (FY2004)
1
Comprising Hougang Plaza Units, Sembawang Shopping Centre and Jurong Entertainment Centre.
1 JANUARY TO 31 OCTOBER TO
30 OCTOBER 2005 31 DECEMBER 2005
ACTUAL VS FORECAST1 ACTUAL VS FORECAST2
S$MIL S$MIL S$MIL S$MIL
1. Based on the forecast, together with the accompanying assumptions, shown in the CMT Circular dated 20 July 2004 for the financial
year ended 31 December 2005, pro-rated for the period 1 January 2005 to 30 October 2005. 1
2. Based on the forecast, together with the accompanying assumptions, shown in the CMT Circular dated 18 October 2005 (adjusted to Comprising Hougang Plaza Units, Sembawang Shopping Centre and
include net property income for 31 October 2005). Jurong Entertainment Centre.
3. Comprising Hougang Plaza Units, Sembawang Shopping Centre and Jurong Entertainment Centre.
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IN review_operations & financial review
DISTRIBUTIONS
For 2005, CMT made distributions of 10.23 cents which comprised
DISTRIBUTION PER UNIT
2.47 cents, 2.51 cents, 3.38 cents and 1.87 cents for the periods 1
January to 31 March 2005, 1 April 2005 to 30 June 2005, 1 July to 10.23 cents
30 October 2005 and 31 October to 31 December 2005, respectively. 9.48 cents
In the financial year ended 31 December 2004, CMT distributed 5.41 1.87
cents per unit for the period from 1 January 2004 to 1 August 2004 4.07
and 4.07 cents per unit for the period from 2 August 2004 to 31 3.38 31 Oct 2005 to 31 Dec 2005
December 2004. Overall, the total distribution for the financial year
1 Jul 2005 to 30 Oct 2005
ended 31 December 2005 of 10.23 cents per unit was an increase of
1 Apr 2005 to 30 Jun 2005
8.0 percent over the total distribution for the financial year ended 31 2.51
December 2004 of 9.48 cents per unit. 5.41 1 Jan 2005 to 31 Mar 2005
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PORTFOLIO LEASE EXPIRY PROFILE
34.4
32.5
30.4
27.5
LEASE EXPIRY PROFILE
22.0 The lease terms of our tenants are consistent with
the market in Singapore, in that the lease term for
15.9 specialty tenants is typically three years and for
anchor tenants from five to seven years. The expiry
profile of CMT’s portfolio of malls is well spread out
6.0 6.4
5.2 with approximately 33 percent and 34 percent due
3.2
to expire in 2006 and 2007, respectively based on
Net Lettable Area (NLA). Based on the committed
2006 2007 2008 2009 2010 leases as at 31 December 2005, over 82.0 percent
% of total NLA as at 31 December 2005
of the forecast total revenue1 for the financial year
ended 31 December 2006 has been locked in.
% of total gross rental income for the month of December 2005
1 Based on the forecast, toegther with the accompanying assumptions, shown in the
CMT Circular dated 18 Octoberr 2005.
1 Comprising Hougang Plaza Units, Sembawang Shopping Centre and Jurong Entertainment Centre.
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IN review_operations & financial review
Both Tampines Mall and Junction 8 recorded in excess of 20 million Home Furnishings 8.1%
shoppers in 2005. This was a record-breaking achievement for CMT Books/Gifts & Specialty 3.3%
as none of our malls have previously reached these numbers. We /Hobbies/Toys
will continue to improve the trade mix, organise interesting events Office 2.3%
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Power Rangers characters colouring contest Most beautiful Mum-to-be contest
Mooncake Fair
1000
100% 915
800
77.6% 714 711 689
80% 73.8%
71.5%
60.6%2 600
60%
400
40%
200
20%
0
0%
Tenants with Tenants Paying
Tenants with Tenants Paying Step-Up Rent GTO Rent
Step-Up Rent GTO Rent
No. of Renewals/ Net Lettable Area Increase in Current Rental Rates vs.
Property New Leases Area (sq ft) % Total NLA Forecast Rental Rates1 Preceding Rental Rates
1. Forecast rental rates for the period 1 January 2005 to 30 October 2005 is the basis for forecast shown in the CMT Circular dated 20 July 2004 and the forecast rental rates for the
period 31 October 2005 to 31 December 2005 is the basis for forecast shown in the CMT Circular dated 18 October 2005.
2. Only renewal of retail units not budgeted to be affected by asset enhancement works were taken into account, 149 units originally budgeted to be affected by asset enhancement
works at Level 2 and Level 3 were excluded from the analysis.
3. Excluding Hougang Plaza Units, Sembawang Shopping Centre, Bugis Junction and Jurong Entertainment which were acquired in 2005.
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RISK MANAGEMENT LIQUIDITY RISK
CMT and its associate actively monitor their cash flow position to
OPERATIONAL RISK ensure that there are sufficient liquid reserves in terms of cash and
CMT and its associate have integrated risk management into the day- credit facilities to meet short-term obligations.
to-day activities in all functions. These include planning and control
systems, operational guidelines, IT systems and operational, reporting DERIVATIVE FINANCIAL RISK INSTRUMENT
and monitoring procedures involving the executive management CMT obtains funding through Silver Maple. There is little or no
committee and Board. derivative financial instrument exposure level as the borrowings are
secured via commercial mortgage-backed securitisation from Silver
INVESTMENT RISK Maple.
One of the main sources of growth for CMT and its associate is
the acquisition of properties. The risk involved in such investment
activities is managed through a rigorous set of investment criteria
which includes accretion yield, internal rate of return, growth
potential and sustainability, location and specifications.
CREDIT RISK
Credit risk is the potential earnings volatility caused by tenants’
inability and/or unwillingness to fulfil their contractual lease
obligations. There is a stringent collection policy in place to ensure
that credit risk is minimised, which is managed by the requirement of
security deposits, usually in the form of cash or bankers’ guarantees
of three months’ rent on average, and a vigilant monitoring system
and procedures on debt collection.
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IN review_operations & financial review
FINANCIAL REVIEW
CASH MANAGEMENT
DEPT CAPITAL INFORMATION CMT and its associate take a proactive role in monitoring their
cash and liquid reserves to ensure adequate funding is available
AS AT 31 DEC 2005 for distribution to the Unitholders as well as to meet any short-term
S$ MILLION liabilities.
DEBT MATURITY PROFILE1
FUNDING AND BORROWINGS
Under a facility agreement between Silver Maple and CMT, Silver
4335
Maple granted CMT a total facility of S$1,187.0 million in the financial
year ended 31 December 2005, an increase of S$483.0 million over
3353 S$704.0 million granted for the financial year ended 31 December
2004. This comprises a term loan of S$1,065.0 million and a revolving
credit facility of S$122.0 million.
1722
As at 31 December 2005, CMT has drawn down S$1,065.0 million of
the term loan and S$28.0 million of the revolving credit facility.
1254
Borrowings to Total Assets 6.0 times Average cost of borrowing for the financial year ended 31 December
2005 was 3.0 percent per annum.
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INVESTING ACTIVITIES
CMT and its associate continued with the acquisition strategy and
ACCOUNTING POLICIES
increased the number of properties in the portfolio from five to nine
The financial statements have been prepared in accordance with the
with the acquisitions of Sembawang Shopping Centre, Hougang
Statement of Recommended Accounting Practice (RAP) 7 ‘Reporting
Plaza Units, Jurong Entertainment Centre and Bugis Junction. With
Framework for Unit Trusts’ issued by the Institute of Certified Public
the new acquisitions and asset enhancement initiatives, CMT and its
Accountants of Singapore, and the applicable requirements of the
associate were able to improve on their performance over 2004.
Code on Collective Investment Schemes (the CIS Code) issued by the
Monetary Authority of Singapore (MAS) and the provisions of the
FINANCING ACTIVITIES
Trust Deed.
CMT and its associate constantly monitor the cash position and level
of borrowings with the view of enhancing value by locking-in sizable
In 2005, CMT adopted the revised RAP 7 ‘Reporting Framework for
borrowings at fixed low interest rates with medium-term tenures.
Unit Trusts’ issued in May 2005 and the effects of adopting this
revised RAP in 2005 are:
With the acquisitions of the four new properties in the financial year
ended 31 December 2005, borrowings of S$433 million were raised
• The adoption of principles in FRS 28 (revised) ‘Investment in
in October 2005 through Silver Maple to:
Associates’ resulted in the presentation of the financial position,
results, movements in Unitholders’ funds and cash flows of CMT
(1) Part-finance the acquisition of Bugis Junction and Jurong
and its associate in the financial statements in addition to those
Entertainment Centre; and
of CMT.
(2) Part re-finance the short-term borrowing of S$129.8 million that
was taken in the second quarter of 2005 in the acquisitions of
• The adoption of principles of FRS 39 ‘Financial Instruments:
Sembawang Shopping Centre and Hougang Plaza units.
Recognition and Measurement’ resulted in CMT and its
associate measuring our derivative financial instruments as
In addition, there is sufficient short-term revolving credit facility
assets or liabilities at fair values. Previously, derivative financial
available to meet any short-term liquid requirements.
instruments were not recorded on the balance sheet. Where a
derivative or non-derivative financial instrument is an effective
CASH AND CASH EQUIVALENTS
hedge in a cash flow hedge relationship, the change in fair value
As at 31 December 2005, the value of cash and cash equivalents stood
of the hedging instrument relating to the effective portion is
at S$39.1 million, compared with S$47.2 million as at 31 December
recorded in equity. The effect of the adoption of FRS 39 on the
2004, mainly due to the change in the distribution policy to a quarterly
results of CMT and its associate for the financial year ended 31
basis in the financial year ended 31 December 2005 from a half-yearly
December 2005 is not significant.
basis in the financial year ended 31 December 2004.
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INcreasing
Dominance
We have nine retail malls: Well-situated
retail malls. We have leveraged on their
close proximity to Mass Rapid Transit and
bus routes, large local customer bases and
targeted positioning to make them a desirable
location for retailers and popular destination
for shoppers. And, we have developed a wide
network of stable tenant relationships.
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INcreasing dominance_portfolio at a glance
FUNAN
TAMPINES DIGITALIFE
PROPERTY MALL JUNCTION 8 MALL
ADDRESS 4 Tampines Central 5 9 Bishan Place 109 North
Singapore 529510 Singapore 579837 Bridge Road
Singapore 179097
MARKET VALUATION
S$633.0 million S$473.0 million S$247.5 million
(as at 1 December 2005)
OCCUPANCY RATE
(as at 31 December 2005) 100.0% 100.0% 99.4%
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HOUGANG SEMBAWANG JURONG
IMM PLAZA BUGIS PLAZA SHOPPING ENTERTAINMENT
BUILDING SINGAPURA JUNCTION UNITS CENTRE CENTRE
2 Jurong East 68 Orchard Road 200 Victoria Street, 1189 Upper Serangoon 604 Sembawang Road, 2 Jurong East Central 1,
Street 21, Singapore Singapore 238839 Singapore 188021 Road, Singapore Singapore Singapore 609731
609601 534785 758459
Leasehold tenure of Freehold Leasehold tenure of Leasehold tenure of Leasehold tenure of Leasehold tenure of
30 + 30 years with 99 years with effect 99 years with effect 999 years with effect 99 years with effect
effect from 23 from 10 September from 1 March 1991 from 26 March 1885 from 1 March 1991
January 1989 1990
S$247.4 million S$710.0 million S$580.8 million S$43.8million S$78.0 million S$68.0 million
S$400.0 million S$803.0 million S$615.0 million S$44.3 million S$79.6 million S$69.6 million
Giant, Carrefour, Seiyu, Food Junction Jack’s Place, Giant, Kopitiam, Taste Kopitam, K Box, Shaw
Daiso, Golden Village, Cold Storage, Shaw K-Box, Kopitiam, of Thailand, Satay Club Theatres, Fuji Ice Palace
Best Denki, Spotlight , Theatres, Virtual Novena Furnishing and Sakae Sushi and Morris Allen
Kopitiam and Yamaha Music and Land and G-value
Bagus Best Denki
1
The carpark lots are owned by the management corporation. * not available as the asset
2
This refers to the external carpark, under a temporary occupation licence, located next to Sembawang Shopping Centre. was only acquired in 2005.
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INcreasing dominance_strategically located
MAP OF SINGAPORE
Legend
MRT Station
Existing
CMT Mall
SEMBAWANG YISHUN
STATION STATION
SEMBAWANG
JUNCTION 8
SHOPPING BISHAN
CENTRE STATION
JURONG HOUGANG
ENTERTAINMENT PLAZA
CENTRE
IMM BUILDING
JURONG EAST HOUGANG
TAMPINES MALL
TAMPINES E
W STATION STATION STATION
PLAZA SINGAPURA
DHOBY GHAUT
STATION BUGIS JUNCTION
BUGIS
STATION
CITY HALL
STATION
FUNAN
DIGITALIFE MALL
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Geographical
Location
CapitaMall Trust’s (CMT) portfolio of nine malls is well spread
out across Singapore and these malls are well supported by good
population catchment areas. In addition, most of the malls are
located either beside or very near to Mass Rapid Transit stations
and bus interchanges. Tampines Mall is located in the east of
Singapore, Junction 8 in the central/north, Plaza Singapura,
Funan DigitaLife Mall and Bugis Junction in the central area,
Hougang Plaza Units in the north-east, Sembawang Shopping
Centre in the north, and IMM Building and Jurong Entertainment
Centre in the west.
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INviting_experiences_tampines mall
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The objective for Tampines Mall is to
continually seek to optimise its financial
performance and strengthen its market
positioning as the leading suburban mall in
the east and north-eastern regions, through
constantly enhancing the retail shopping
experience of its visitors.
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INviting_experiences_tampines mall
In line with the enhanced retail mix, a new logo was created for
18.4%
Tampines Mall. In addition, the mall was given an external facelift
with a new refreshing colour and signage. All the directories and
13.3% directional signs will be updated with the new designs within the
11.0% 11.2% first half of 2006. All the lift lobbies were also fitted with plasma
6.6% 6.0% televisions to entertain waiting shoppers.
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INviting_experiences_tampines mall
TENANCY MIX
To strengthen and complement the retail mix at the mall, the
Beauty Hub on Level 3 was completed, providing one-stop beauty
and wellness services for both men and women. The Beauty Hub
contributed to an incremental rental revenue of over S$0.3 million
per annum on a stabilised basis.
October saw the opening of the new Basement 1 food kiosks which
include household names such as Ho Kee Pau and Lee Wee &
Brothers’ Foodstuff with their very first outlets in a shopping mall
environment. On a stabilised basis, this is estimated to achieve an
incremental rental revenue of over S$0.4 million.
Food & Beverage/Food Court 29.0% Food & Beverage/Food Court 23.6%
dining
entertainment
INviting_experiences_junction 8
TENANCY MIX
2005 brought a number of new retailing concepts to Junction 8.
These included Double Index and Dano in ladies’ fashion, new
jewellers Citigems and Soo Kee Jewellery, Primarera on the main
walkway and Haagen Dazs on Level 3. In addition, two brand new
kiosks, 2.ft Orthotics on Level 3 and Bargain City, opened in the mall’s
youth zone.
Other events included the ‘Most Beautiful Mum’ finals which attracted
35.0 percent more shoppers than in the previous year, and a new
programme called ‘Wacky Waggy Fashion Fun’ in which owners and
their dogs promoted the latest fashion during the Great Singapore
Sale.
12.5% 12.6% The mall has six retail levels with a food court and supermarket located
at Basement 1 and three basement car park levels offering easy
access to the mall via escalators or lifts. Given its broad range and
reputation for genuine products and quality service, Funan DigitaLife
Mall attracts many professionals, managers, executives and business
people, along with daily shoppers enjoying the diverse F&B options.
The mall, formerly known as Funan The IT Mall, embarked on a
2006 2007 2008 2009 2010 major rebranding exercise in May 2005 repositioning itself as Funan
DigitaLife Mall, a hub for digital and lifestyle products.
% of total gross rental income for the month
of December 2005
% of total NLA as at 31 December 2005
SHOPPER TRAFFIC
FOR 2005 9.6 million
TENANCY MIX
In line with Funan’s rebranding exercise, new
zones and trends were added into the mall to
introduce even more IT retailers. New concept
showrooms like O2 and Samsung joined the list
of existing brands that includes Apple Centre,
Canon, Fujitsu, IBM & HP, and new specialised
DIY IT shops such as Fuwell & Laser Distributor
were introduced to cater to a growing number of
younger and DIY IT shoppers.
(Leasing Manger)
TITLE Freehold
TENANCY MIX
New tenants, such as Nike, Flash & Splash, ebase and I.P. Zone, were
introduced to further reinforce the positioning for Basement 1, which is
primarily targeted at youth fashion. Amalgamation of some of the shop units
on this floor was also carried out to extend the shopfront outwards and
enhance shop visibility.
Located in the heart of Singapore’s civil and cultural district, Positioned as a modern one-stop shopping destination for young
Bugis Junction is a popular shopping centre set within a leading adults and PMEBs, Bugis Junction houses 218 specialty shops spread
redevelopment project. The mall is conveniently located with direct over one basement and four storeys. With its strategic location at the
access to the Bugis Mass Rapid Transit (MRT) train station and is centre of Singapore’s Arts, Culture, Learning and Entertainment Hub,
well served by major bus routes. Bugis Junction is expected to benefit from the increased customer
traffic and buzz created in the vicinity by the opening of the main
National Library, the new Singapore Management University city
campus and the scheduled opening of LASALLE-SIA College of the
Arts in 2007.
TENANCY MIX
Bugis Junction has a large and diversified tenant base comprising
218 leases as at 31 December 2005. The tenant mix includes popular
brand names such as Seiyu, Shaw Theatres, Kinokuniya Bookstore
and Cold Storage.
Vendors for our Christmas Gift Fair and pushcarts along our air-
conditioned streets were specially selected for the quality of their
festive goods, and a structure in the fountain area at Bugis Square
was designed both as a Christmas decoration and a gift booth.
Food & Beverage / Food Court 25.1% Food & Beverage / Food Court 17.7%
Electronics 0.4% Electronics 0.3% Chee Seng (Operation Manger), Phillip Phua (Marcom
Manager)
NET LETTABLE AREA 67,813 sq. ft. NET LETTABLE AREA 97,130 sq. ft. NET LETTABLE AREA 110,795 sq. ft.
(as at 31 December 2005) (as at 31 December 2005) (as at 31 December 2005)
CAR PARK LOTS 1541 CAR PARK LOTS Multi-storey carpark: CAR PARK LOTS 220
(as at 31 December 2005) (as at 31 December 2005) 240 (as at 31 December 2005)
58.9%
Leisure and Entertainment/ 11.9%
52.5% Sports & Fitness
10.8%
7.0%
3.9%
0.0% 0.0% TRADE SECTOR ANALYSIS BY Fashion 38.0%
NET LETTABLE AREA
(AS AT 31 DECEMBER 2005) Food & Beverage/Food Court 21.8%
2006 2007 2008 2009 2010
Leisure and Entertainment/ 14.7%
Sports & Fitness
Supermarkets 9.9%
% of total gross rental income for the month of December 2005
Home Furnishings 8.7%
% of total NLA as at 31 December 2005
Books/Gifts & Specialty/ 5.9%
Hobbies/Toys
Educational/Services 0.4%
(Leasing Manager), Eddie Lim (Operations (Operations Manager), Jeffrey Teo (Leasing
Manager), June Ang (Marcom Manager) Manager), Callie Yah (Centre Manager),
SEMBAWANG CENTRE
MANAGEMENT TEAM (L to R):
Ricky Ho (Centre Manager), Sharon Cheng
HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”) is under a duty to take into custody and hold the assets of CapitaMall Trust
(the “Trust”) in trust for the unitholders. In accordance with the Securities and Futures Act, Chapter 289 of Singapore, its subsidiary legislation
and the Code on Collective Investment Schemes (collectively referred to as the “laws and regulations”), the Trustee shall monitor the activities
of CapitaMall Trust Management Limited (the “Manager”) for compliance with the limitations imposed on the investment and borrowing
powers as set out in the trust deed dated 29 October 2001 (as amended) (the “Trust Deed”) in each annual accounting period and report thereon
to Unitholders in an annual report which shall contain the matters prescribed by the laws and regulations as well as the recommendations of
the Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of the Certified Public
Accountants of Singapore and the Trust Deed.
To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Trust during the period covered by these financial
statements, set out on pages 156 to 190, comprising the Balance Sheet, Statement of Total Return, Distribution Statement, Statement of
Movements in Unitholders’ Funds, Portfolio Statement, Statement of Cash Flows and Notes to the Financial Statements, in accordance with
the limitations imposed on the investment and borrowing powers set out in the Trust Deed, laws and regulations and otherwise in accordance
with the provisions of the Trust Deed.
Arjun Bambawale
Director
Singapore
22 February 2006
In the opinion of the directors of CapitaMall Trust Management Limited, the accompanying financial statements set out on pages 156 to
190 comprising the Balance Sheets, Statements of Total Return, Distribution Statements, Statements of Movements in Unitholders’ Funds,
Portfolio Statements, Statements of Cash Flows and Notes to the Financial Statements of CapitaMall Trust and its associate (the “Trust and its
associate”) and of the Trust are drawn up so as to present fairly, in all material respects, the financial position of the Trust and its associate and
of the Trust as at 31 December 2005, and the total return, distributable income, cash flows and movements in Unitholders’ funds of the Trust
and its associate and of the Trust for the financial year ended 31 December 2005 in accordance with the recommendations of Statement of
Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of Certified Public Accountants of Singapore
and the provisions of the Trust Deed. At the date of this statement, there are reasonable grounds to believe that the Trust and its associate
and the Trust will be able to meet their financial obligations as and when they materialise.
Singapore
22 February 2006
We have audited the financial statements of CapitaMall Trust (the “Trust”) and its associate (the “Trust and its associate”) and the financial
statements of the Trust as set out on pages 156 to 190, comprising the Balance Sheets, Statements of Total Return, Distribution Statements,
Statements of Movements in Unitholders’ Funds, Portfolio Statements, Statements of Cash Flows and Notes to the Financial Statements.
These financial statements of the Trust and its associate and of the Trust are the responsibility of the Manager and the Trustee of the Trust.
Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by the Manager, as well as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements of the Trust and its associate and the financial statements of the Trust present fairly, in all material
respects, the financial position of the Trust and its associate and of the Trust as at 31 December 2005, and the total return, cash flows and
movements in Unitholders’ funds of the Trust and its associate and of the Trust for the year ended 31 December 2005 in accordance with
the recommendations of Statement of Recommended Accounting Practice 7 “Reporting Framework for Unit Trusts” issued by the Institute of
Certified Public Accountants of Singapore.
KPMG
Certified Public Accountants
Singapore
22 February 2006
Current assets
Trade and other receivables 6 13,942 9,311 13,942 9,311
Cash and cash equivalents 7 39,147 47,191 39,147 47,191
53,089 56,502 53,089 56,502
Current liabilities
Trade and other payables 8 55,543 40,043 55,543 40,043
Current portion of security deposits 22,209 12,520 22,209 12,520
Provision for taxation 367 367 367 367
78,119 52,930 78,119 52,930
Non-current liabilities
Interest-bearing loans and borrowings 9 1,089,232 660,000 1,089,232 660,000
Non-current portion of security deposits 32,308 26,258 32,308 26,258
1,121,540 686,258 1,121,540 686,258
Represented by:
S$ S$ S$ S$
Distribution to Unitholders:
Net assets at beginning of the year, as previously reported 1,622,478 972,443 1,610,653 972,443
Effect of change in accounting policy (Note 17) (2,052) – – –
Net assets at beginning of the year, restated 1,620,426 972,443 1,610,653 972,443
Operations
Net income 117,013 101,341 117,369 89,516
Net appreciation on revaluation of investment properties 293,284 159,669 293,284 159,669
Net increase in net assets resulting from operations 410,297 261,010 410,653 249,185
Hedging reserve
Unitholder’s transactions
Creation of units
- contributions on placements and public offering 406,895 238,140 406,895 238,140
- partial satisfaction of purchase consideration
on investment property acquired – 238,140 – 238,140
- asset management fees paid/payable in units 8,853 4,888 8,853 4,888
Issue expenses (Note 18) (10,366) (5,073) (10,366) (5,073)
Distribution to Unitholders (149,711) (87,070) (149,711) (87,070)
Net increase in net assets resulting from
Unitholders’ transactions 255,671 389,025 255,671 389,025
Net assets at end of the year 2,283,905 1,622,478 2,276,977 1,610,653
Description of Property Tenure of Term of Remaining Location Existing Use Occupancy Rates At Valuation/Cost Percentage of Total
Land Lease Term of Lease as at 31 December Net Assets
2005 2004 2005 2004 2005 2004
% % S$’000 S$’000 % %
Investment properties in Singapore
Tampines Mall Leasehold 99 years 86 years 4 Tampines Central 5, Commercial 100.0 100.0 633,000 548,000 27.7 33.8
Singapore
Junction 8 Leasehold 99 years 85 years 9 Bishan Place, Commercial 100.0 99.5 473,000 396,000 20.7 24.4
Singapore
Funan DigitaLife Mall Leasehold 99 years 73 years 109 North Bridge Road, Commercial 98.7 99.9 247,500 202,000 10.8 12.5
(formerly known as Singapore
Funan The IT Mall)
IMM Building Leasehold 60 years1 43 years 1 2 Jurong East Street 21 Commercial 79.1 74.92 400,000 352,000 17.5 21.7
Singapore
Plaza Singapura 3 Freehold – – 68 Orchard Road, Commercial 99.6 100.0 803,000 736,950 35.2 45.4
Singapore
Hougang Plaza Units 4 Leasehold 99 years 85 years 1189 Upper Serangoon Commercial 100.0 – 44,300 – 2.0 –
Road, Singapore
Sembawang Shopping Centre 5 Leasehold 999 years 879 years 604 Sembawang Road, Commercial 100.0 – 79,600 – 3.5 –
Singapore
Description of Property Tenure of Term of Remaining Location Existing Use Occupancy Rates At Valuation/Cost Percentage of Total
Land Lease Term of Lease as at 31 December Net Assets
2005 2004 2005 2004 2005 2004
% % S$’000 S$’000 % %
Investment properties in Singapore
Jurong Entertainment Centre 6 Leasehold 99 years 85 years 2 Jurong East Central 1, Commercial 99.3 – 69,600 – 3.0 –
Singapore
Bugis Junction 7 Leasehold 99 years 84 years 200 Victoria Street, Commercial 100.0 – 615,000 – 26.9 –
Singapore
Description of Property Tenure of Term of Remaining Location Existing Use Occupancy Rates At Valuation/Cost Percentage of Total
Land Lease Term of Lease as at 31 December Net Assets
2005 2004 2005 2004 2005 2004
% % S$’000 S$’000 % %
Investment properties in Singapore
Tampines Mall Leasehold 99 years 86 years 4 Tampines Central 5, Commercial 100.0 100.0 633,000 548,000 27.8 34.0
Singapore
Junction 8 Leasehold 99 years 85 years 9 Bishan Place, Commercial 100.0 99.5 473,000 396,000 20.8 24.6
Singapore
Funan DigitaLife Mall Leasehold 99 years 73 years 109 North Bridge Road, Commercial 98.7 99.9 247,500 202,000 10.9 12.5
(formerly known as Singapore
Funan The IT Mall)
IMM Building Leasehold 60 years 1 43 years 1 2 Jurong East Street 21, Commercial 79.1 74.9 2 400,000 352,000 17.6 21.9
Singapore
Plaza Singapura 3 Freehold – – 68 Orchard Road, Commercial 99.6 100.0 803,000 736,950 35.3 45.8
Singapore
Hougang Plaza Units 4 Leasehold 99 years 85 years 1189 Upper Serangoon Commercial 100.0 – 44,300 – 1.9 –
Road, Singapore
Sembawang Shopping Centre5 Leasehold 999 years 879 years 604 Sembawang Commercial 100.0 – 79,600 – 3.5 –
Road, Singapore
Trust
Description of Property Tenure of Term of Remaining Location Existing Use Occupancy Rates At Valuation/Cost Percentage of Total
Land Lease Term of Lease as at 31 December Net Assets
2005 2004 2005 2004 2005 2004
% % S$’000 S$’000 % %
Investment properties in Singapore
Jurong Entertainment Centre 6 Leasehold 99 years 85 years 2 Jurong East Central 1, Commercial 99.3 – 69,600 – 3.1 –
Singapore
Bugis Junction 7 Leasehold 99 years 84 years 200 Victoria Street, Commercial 100.0 – 615,000 – 26.9 –
Singapore
1 Upfront land premium of S$55.7 million for a lease term of 45 years was paid in January 2004.
2 Figure based on occupancy of entire building. Occupancy rate at 31 December 2005 excluding office and warehouse is 99.5% (2004: 99.4%).
3 Plaza Singapura was acquired from Plaza Singapura (Private) Limited, a related party of the Manager, on 2 August 2004.
4 Hougang Plaza Units were acquired from Hougang Town Central Development Pte Ltd, S28 Holdings Pte Ltd and Jack’s Place Holdings Pte Ltd, on 20 June 2005 (13.6%), 30 June 2005 (78.8%) and 16 August 2005 (4.3%), respectively.
5 Sembawang Shopping Centre was acquired from Ang Oon Hue Private Limited, on 10 June 2005.
6 Jurong Entertainment Centre was acquired from Shaw Jurong Development Pte Ltd, on 31 October 2005.
7 Bugis Junction was acquired from BCH Retail Investment Pte Ltd, a related party of the Manager, on 31 October 2005.
On 17 October 2005, the Trust entered into the Agreement to Surrender with Seiyu (Singapore) Private Limited (“Seiyu Singapore”) and The Seiyu, Ltd., in respect of the surrender of the Surrender Premises by Seiyu Singapore to the Trust. The Surrender Premises, which comprise #B1-01, part of #01-01 and part
of the 4th storey, forms part of the premises at Bugis Junction currently leased by Seiyu Singapore for a term of 20 years commencing from 7 April 1995. Under the Agreement to Surrender, the existing tenancy and licence agreements in favour of the existing tenants and licensees at the Surrender Premises
will be novated by Seiyu Singapore to the Trust on 1 November 2005.
The carrying amounts of Tampines Mall, Junction 8, Funan DigitaLife Mall (formerly known as Funan The IT Mall) and IMM Building as at 31 December 2004 were based on independent valuations undertaken by Knight Frank
Pte Ltd while the carrying amount of Plaza Singapura as at 31 December 2004 was based on independent valuation undertaken by CB Richard Ellis Pte Ltd. The valuations were based on the capitalisation and discounted
cash flow approaches.
Investment properties comprise commercial properties that are leased to external customers. Generally, the leases contain an initial non-cancellable period of three years. Subsequent renewals are negotiated with the
lessee. Contingent rents recognised in the Statement of Total Return of the Trust amounted to S$5,811,000 (2004: S$3,900,000).
Investing activities
Interest received 4,970 2,596 4,970 2,596
Payment of land premium on investment property – (55,703) – (55,703)
Net cash outflow on purchase of investment properties
(including acquisition charges) (see Note A below) (786,066) (491,406) (786,066) (491,406)
Capital expenditure on investment properties (37,345) (38,592) (37,345) (38,592)
Purchase of plant and equipment (312) (264) (312) (264)
Cash flows from investing activities (818,753) (583,369) (818,753) (583,369)
Financing activities
Proceeds from interest-bearing loans and borrowings 573,000 335,000 573,000 335,000
Repayment of short-term borrowings (140,000) – (140,000) –
Proceeds from issue of units 406,895 238,140 406,895 238,140
Payment of issue and financing expenses (11,168) (6,925) (11,168) (6,925)
Distribution to Unitholders (149,711) (87,070) (149,711) (87,070)
Interest paid (20,807) (14,873) (20,807) (14,873)
Cash flows from financing activities 658,209 464,272 658,209 464,272
Net decrease in cash and cash equivalents (8,044) (2,212) (8,044) (2,212)
Cash and cash equivalents at beginning of the year 7 47,191 49,403 47,191 49,403
Cash and cash equivalents at end of the year 7 39,147 47,191 39,147 47,191
Note:
(A) Net Cash Outflow on Purchase of Investment Properties (including acquisition charges)
Net cash outflow on purchase of investment properties (including acquisition charges) is set out below:
2005 2004
S$’000 S$’000
During the financial year, there were the following significant non-cash transactions:
(i) 3,969,705 (2004: 3,136,582) units were issued or will be issued as payment for the asset management fees payable in units, amounting
to a value of S$8,853,000 (2004: S$4,888,000).
(ii) 147,000,000 units at S$1.62 each, amounting to S$238,140,000, were issued in 2004 as part satisfaction of the purchase consideration
on an investment property, Plaza Singapura, acquired during 2004.
The financial statements were authorised for issue by the Manager and the Trustee on 22 February 2006.
1 General
CapitaMall Trust (the “Trust”) is a Singapore-domiciled unit trust constituted pursuant to the trust deed dated 29 October 2001 (as
amended) (the “Trust Deed”) between CapitaMall Trust Management Limited (the “Manager”) and HSBC Institutional Trust Services
(Singapore) Limited (the “Trustee”). The Trust Deed is governed by the laws of the Republic of Singapore. The Trustee is under a duty to
take into custody and hold the assets of the Trust in trust for the holders (“Unitholders”) of units in the Trust (the “Units’).
The Trust was formally admitted to the Official List of the Singapore Exchange Securities Trading Limited (“SGX-ST”) on 17 July 2002
(“Listing Date”) and was included under the Central Provident Fund (“CPF”) Investment Scheme on 13 September 2002.
The principal activity of the Trust is to invest in income producing real estate in Singapore, which is used or substantially used for retail
purposes with the primary objective of achieving an attractive level of return from rental income and for long-term capital growth.
The consolidated financial statements relate to the Trust and its associate (referred to as the “Trust and its associate”).
The Trust has entered into several service agreements in relation to management of the Trust and its property operations. The fee
structures of these services are as follows:
Under the Property Management Agreements, property management fees are charged as follows:
(b) 2.00% per annum of the net property income of the properties; and
(c) 0.50% per annum of the net property income of the properties, in lieu of leasing commissions.
Pursuant to the Trust Deed, the asset management fees shall not exceed 0.70% per annum of the Deposited Property or such higher
percentage as may be fixed by an Extraordinary Resolution at a meeting of Unitholders. Deposited Property refers to all the assets of the
Trust, including all its authorised investments for the time being held or deemed to be held upon the trusts of the Trust Deed.
The asset management fees comprise a base component of 0.25% per annum of Property Value and a performance component of 2.85%
per annum of gross revenue of the Trust for each financial year. The base component shall be paid to the Manager out of the Deposited
Property. Property Value means the aggregate of the value of investment properties.
(a) (for the 60-month period from the Listing Date) paid in the form of units to be issued to the Manager in respect of Tampines Mall,
Junction 8, Funan DigitaLife Mall, Plaza Singapura, Hougang Plaza Units, Sembawang Shopping Centre, Jurong Entertainment
Centre and Bugis Junction; in the form of cash in respect of IMM Building; and either in the form of cash or in the form of units
(as the Manager may elect, such election to be irrevocable and made prior to the first payment of the performance component
immediately following the acquisition of the relevant property) in respect of any other property to be acquired by the Trust; and
When the performance component is paid in the form of units, the Manager shall be entitled to receive such number of units as may be
purchased for the relevant amount of the management fee at:
(a) (in respect of Tampines Mall, Junction 8 and Funan DigitaLife Mall) an issue price of S$0.96 per unit, unless the market price (as
defined in the Trust Deed) at the time of issue exceeds S$2.00 or more per unit, in which event, the units will be issued at a 25%
discount from that market price; and
(b) (in respect of Plaza Singapura, Hougang Plaza Units, Sembawang Shopping Centre, Jurong Entertainment Centre, Bugis Junction
and any other property to be acquired by the Trust) the market price (as defined in the Trust Deed).
Trustee’s fees
Pursuant to the Trust Deed, the Trustee’s fees shall not exceed 0.10% per annum of the Deposited Property (subject to a minimum sum of
S$6,000 per month) payable out of the Deposited Property of the Trust. The Trustee is also entitled to reimbursement of expenses incurred
in the performance of its duties under the Trust Deed.
Based on the current agreement between the Manager and Trustee, the Trustee’s fees are agreed to be 0.03% per annum of the Deposited
Property (subject to a minimum sum of S$6,000 per month).
The financial statements have been prepared in accordance with the Statement of Recommended Accounting Practice (“RAP”) 7 “Reporting
Framework for Unit Trusts” issued by the Institute of Certified Public Accountants of Singapore, and the applicable requirements of the
Code on Collective Investment Schemes (the “CIS Code”) issued by the Monetary Authority of Singapore (“MAS”) and the provisions of
the Trust Deed.
The financial statements, which are expressed in Singapore dollars and rounded to the nearest thousand, are prepared on the historical
cost basis, except that investment properties are stated at valuation.
In 2005, the Trust and its associate adopted the revised RAP 7 “Reporting Framework for Unit Trusts” issued in May 2005. The effect of
adopting this revised RAP 2005 is set out in note 17.
Items included in the financial statements of the Trust are measured using the currency that best reflects the economic substance of
the underlying events and circumstances relevant to the Trust (the “functional currency”). The financial statements of the Trust and its
associate and the Trust are presented in Singapore dollars, which is the functional currency of the Trust.
The preparation of financial statements in conformity with RAP 7 requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the
results of which form the basis of making the judgements about carrying amounts of assets and liabilities that are not readily apparent
from other sources.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the
revision affects both current and future periods.
Plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided on a straight-line
basis so as to write off items of plant and equipment, and major components that are accounted for separately, over their estimated
useful lives as follows:
Gains or losses arising from the retirement or disposal of plant and equipment are determined as the difference between the estimated
net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Total Return on the date of retirement
or disposal.
Investment properties are accounted for as non-current assets and are stated at initial cost on acquisition, and at valuation thereafter.
Valuation is determined in accordance with the Trust Deed, which requires the investment properties to be valued by independent
registered valuers in the following events:
• in such manner and frequency required under the CIS Code issued by MAS; and
• at least once in each period of 12 months following the acquisition of each parcel of real estate property.
Any increase or decrease on revaluation is credited or charged to the Statement of Total Return as a net revaluation surplus or deficit in
the value of the investment properties.
Subsequent expenditure relating to investment properties 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 originally assessed standard of performance of the existing asset, will flow
to the Trust and its associate. All other subsequent expenditure is recognised as an expense in the period in which it is incurred.
When an investment property is disposed of, the resulting gain or loss recognised in the Statement of Total Return is the difference
between net disposal proceeds and the carrying amount of the property.
Investment properties are not depreciated. The properties are subject to continued maintenance and regularly revalued on the basis set
out above. For taxation purposes, the Trust and its associate may claim capital allowances on assets that qualify as plant and machinery
under the Income Tax Act.
Associates are companies in which the Trust has significant influence, but not control, over the financial and operating policies. Investment
in associates is stated in the Trust’s balance sheet at cost, less impairment losses. In the financial statements of the Trust and its
associate, the interest in an associate is accounted for using the equity method of accounting.
Trade and other receivables are stated at their cost less allowance for doubtful receivables.
Cash and cash equivalents comprise cash balances and bank deposits.
2.7 Impairment
The carrying amounts of the Trust and its associate’s assets are reviewed at each balance sheet date to determine whether there is any
indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated at each balance sheet date.
An impairment loss is recognised in the Statement of Total Return whenever the carrying amount of an asset or its cash-generating unit
exceeds its recoverable amount. An impairment loss in respect of investment properties carried at revalued amount is recognised in the
same way as a revaluation decrease on the basis set out in Note 2.3.
The recoverable amounts of the Trust and its associate’s receivables carried at amortised costs are calculated as the present value of
estimated future cash flows discounted at the original effective interest rate. Receivables with a short duration are not discounted.
The recoverable amount of other assets is the greater of their net selling price and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable
amount is determined for the cash-generating unit to which the asset belongs.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation, if no impairment loss had been recognised.
Interest-bearing liabilities are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition,
interest-bearing liabilities are stated at amortised cost with any difference between cost and redemption value being recognised in the
Statement of Total Return over the period of the borrowings on an effective interest basis.
2.10 Taxation
Taxation on the return for the year comprises current and deferred tax. Income tax is recognised in the Statement of Total Return except
to the extent that it relates to items directly related to Unitholders’ funds, in which case it is recognised in Unitholders’ funds.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance
sheet date.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the tax base of assets and
liabilities and their carrying amounts in the financial statements. The temporary differences on initial recognition of assets or liabilities
that affect neither accounting nor taxable profit are not provided for. The amount of deferred tax provided is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at
the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
unused tax losses and credits can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related
tax benefit will be realised.
The Inland Revenue Authority of Singapore (the “IRAS”) has issued a tax ruling on the income tax treatment of the Trust. Subject to
meeting the terms and conditions of the tax ruling, the Trustee is not subject to tax on the taxable income of the Trust. Instead, the
distributions made by the Trust out of such taxable income are subject to tax in the hands of Unitholders, unless they are exempt from tax
on the Trust’s distributions. This treatment is known as the tax transparency treatment.
Individuals and qualifying Unitholders, i.e. companies incorporated and tax resident in Singapore, Singapore branches of foreign companies
that have obtained waiver from the IRAS from tax deducted at source in respect of the distributions from the Trust, and bodies of persons
registered or constituted in Singapore, are entitled to gross distributions from the Trust. For distributions made to foreign non-dividual
Unitholders, the Trustee is required to withhold tax at the rate of 10%. For other types of Unitholders, the Trustee is required to withhold
tax at the prevailing corporate tax rate on the distributions made by the Trust. Such other types of Unitholders are subject to tax on the
regrossed amounts of the distributions received but may claim a credit for the tax deducted at source by the Trustee.
The Trust has a distribution policy where it is required to distribute at least 90% of its taxable income, other than gains from the sale
of real estate properties that are determined by the IRAS to be trading gains. For the taxable income that is not distributed, referred to
as retained taxable income, tax will be assessed on the Trustee. Where such retained taxable income is subsequently distributed, the
Trustee need not deduct tax at source.
Issue expenses relate to expenses incurred in the issuance of additional units in the Trust. The expenses are deducted directly against
Unitholders’ funds.
Rental income receivable under operating leases is recognised in the Statement of Total Return on a straight-line basis over the term
of the lease, except where an alternative basis is more representative of the pattern of benefits to be derived from the leased assets.
Lease incentives granted are recognised as an integral part of the total rental to be received. Contingent rentals, which include gross
turnover rental, are recognised as income in the accounting period on a receipt basis. No contingent rentals are recognised if there are
uncertainties due to the possible return of amounts received.
Interest income
2.13 Expenses
Property expenses
Property expenses consist of quit rents, property taxes and other property outgoings in relation to investment properties where such
expenses are the responsibility of the Trust.
Asset management fees are recognised on an accrual basis using the applicable formula, stipulated in Note 1. Where applicable, upon
issuance of the units, the asset management fees are adjusted based on the market value of the actual number of units issued on date
of issuance of the units to the Manager.
Trustee’s fees
Interest expenses
Interest expenses are recognised in the period in which they are incurred on an accrual basis.
A segment is a distinguishable component of the Trust and its associate that is engaged either in providing products or services (business
segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks
and rewards that are different from those of other segments.
Furniture,
fittings and
equipment
S$’000
Cost
Accumulated depreciation
At 1 January 2004 30
Charge for the year 103
At 31 December 2004 133
Carrying amount
4 Investment Properties
Trust and its
associate and Trust
2005 2004
S$’000 S$’000
The investment properties have been mortgaged as security for credit facilities granted by Silver Maple Investment Corporation Ltd (Note
9) to the Trust.
inspire > 173
Notes to the Financial Statements
5 Interest in an Associate
Trust and its associate Trust
2005 2004 2005 2004
S$’000 S$’000 S$’000 S$’000
Cost
1
Audited by KPMG Singapore
The Trust has invested S$58,000,000 in the Class E Bonds and 232 attached Redeemable Preference Shares issued by CapitaRetail
Singapore Limited (CRSL), representing 27.2% of the Class E Bonds and Redeemable Preference Shares, respectively.
CRSL is a Singapore incorporated company and has its place of business in Singapore. The principal activity of CRSL is that of an
investment holding company. CRSL is a special purpose vehicle, whose main objects are to own all the issued units in CapitaRetail BPP
Trust (CRBPPT), CapitaRetail Lot One Trust (CRLOT) and CapitaRetail Rivervale Trust (CRRT) and to issue the bonds and the redeemable
preference shares as well as to extend mortgage loans to CRBPPT, CRLOT and CRRT. CRBPPT, CRLOT and CRRT in turn own Bukit Panjang
Plaza, Lot One Shoppers’ Mall and Rivervale Mall respectively.
The bonds and redeemable preference shares issued by CRSL are as follows:
(i) €67,500,000 Secured Floating Rate Final Class A Bonds due 2009 (Class A Bonds);
(ii) €13,500,000 Secured Floating Rate Final Class B Bonds due 2009 (Class B Bonds);
(iii) S$33,000,000 Secured Fixed Rate Final Class C Bonds due 2009 (Class C Bonds);
(iv) S$83,000,000 Secured Fixed Rate Final Class D Bonds due 2009 (Class D Bonds); and
(v) S$213,000,000 Secured Fixed Rate Class E Bonds due 2009 (Class E Bonds), together with 852 Redeemable Preference Shares of
S$0.10 each.
(i) Class E Bonds bear interest at the fixed rate of 10% per annum, payable semi-annually in arrears. In the event of failure to pay 10%
per annum interest on Class E Bonds, the rights of holders of Class E Bonds to unpaid interest will be extinguished and such failure
does not constitute an event of default;
(ii) the payment of interest on Class E Bonds is subordinated to other classes of the Bonds (Class A to Class D); and
(iii) the redemption of Class E Bonds is subordinated to other classes of the Bonds (Class A to Class D).
The Redeemable Preference Shares issued in connection with Class E Bonds have limited voting rights under certain prescribed
circumstances (other than those conferred by law). The holders of Redeemable Preference Shares shall be entitled to, amongst others,
the following:
(i) “Special Preferential Dividend” based on the sale price of the units or property (as the case may be) less liabilities of CRSL and
expenses when any properties or units in the property trusts (namely, CRBPPT, CRLOT and CRRT) are sold; and
(ii) each preference share shall be redeemed by CRSL on redemption date as defined. The redemption amount shall be based on the
aggregate of the par value of redeemable preference shares, outstanding special preferential dividend, net asset value of CRSL and
any insurance proceeds less expenses.
2005 2004
S$’000 S$’000
Assets and Liabilities
Total assets 583,070 571,118
Results
Revenue 48,690 49,150
Included in amounts due to related parties is an amount due to the Manager of S$2,364,000 (2004: S$3,613,000) and an amount due to
the property manager of S$4,813,000 (2004: S$1,167,000). Included in trade payables and accrued operating expenses was an amount
due to the Trustee of S$262,000 (2004:S$175,000).
The term loans and revolving credit facility were granted by a special purpose company, Silver Maple Investment Corporation Ltd (Silver
Maple). Under the facility agreement between Silver Maple and the Trustee, Silver Maple has granted the Trust a total facility of S$1,187
million (2004: S$704 million), made up of S$1,065 million (2004: S$632 million) term loan and S$122 million (2004: S$72 million) revolving
credit facility.
The total facility drawn down by the Trust as at 31 December 2005 was S$1,093 million (2004: S$660 million), consisting of:
(i) S$433 million (2004: S$ Nil) term loan at a fixed interest rate of 3.13% (2004: Nil %) per annum, fully repayable on 30 April 2014.
Under the facility agreement, the Trust has the option to prepay in full on 31 October 2012. In the event that the Trust opts not to
fully settle the term loan on 31 October 2012, the interest rate of 1.00% (2004: Nil %) above the Singapore Interbank Offered Rate
(SIBOR) repriced every three months, will be applicable for the period from 31 October 2012 to 30 April 2014;
(ii) S$172 million (2004: S$172 million) term loan at a fixed interest rate of 3.91% (2004: 3.91%) per annum, fully repayable on 26
August 2008. Under the facility agreement, the Trust has the option to prepay in full on 26 February 2007. In the event the Trust
opts not to fully settle the term loan on 26 February 2007, the interest rate of 2.62% (2004: 2.62%) above SIBOR repriced every three
months, will be applicable for the period from 26 February 2007 to 26 August 2008;
(iii) S$125 million (2004: S$125 million) term loan at a fixed interest rate of 2.764% (2004: 2.764%) per annum, fully repayable on 26
December 2011. Under the facility agreement, the Trust has the option to prepay in full on 26 June 2010. In the event the Trust opts
not to fully settle the term loan on 26 June 2010, the interest rate of 2.914% (2004: 2.914%) above the SIBOR repriced every three
months, will be applicable for the period from 26 June 2010 to 26 December 2011;
(iv) S$335 million (2004: S$335 million) term loan at a fixed interest rate of 2.804% (2004: 2.804%) per annum for the period ending on 2
August 2007, and at the swap rate applicable at the draw-down date (as defined in the facility agreement) plus 0.435% per annum
for the period from 2 August 2007 to 2 August 2009, provided that such rate does not exceed 8.935% per annum and shall not fall
below 2.905% per annum. The term loan is fully repayable on 2 February 2011. Under the facility agreement, the Trust has the
option to prepay in full on 2 August 2009. In the event the Trust opts not to fully settle the term loan on 2 August 2009, the interest
rate of 0.87% above the SIBOR repriced every three months, will be applicable for the period from 2 August 2009 to 2 February 2011;
and
(v) S$28 million (2004: S$28 million) revolving credit facility at floating interest rate of 0.43% (2004: 0.43%) above the SIBOR for a
period of either one, three or six months and fully repayable on 26 December 2011 (2004: 26 December 2011). Under the facility
agreement, the Trust has the option to prepay in full on 26 June 2010. In the event the Trust opts not to fully settle the revolving
credit facility on 26 June 2010, the interest rate of 2.43% (2004: 2.43%) above the SIBOR repriced every three months, will be
applicable for the period from 26 June 2010 to 26 December 2011.
As security for credit facilities granted by Silver Maple to the Trust, the Trust has granted in favour of Silver Maple the following:
(ii) an assignment and charge of the rental proceeds and tenancy agreements of units in the properties;
(iv) an assignment of the agreements relating to the management of the properties; and
(v) a charge creating a fixed and floating charge over certain assets of the Trust relating to the properties.
Under the terms of the Silver Maple loan facility agreement, the Trust undertakes that:
(i) it shall not borrow or raise any monies if upon the effecting of such borrowing or raising the amount thereof would in the aggregate
exceed such percentage of all assets of the Trust or other restriction or limit as may be imposed on the Trust from time to time by
the Property Funds Guidelines of the Code on Collective Investment Schemes (the Property Funds Guidelines) issued by MAS and
other relevant authorities; and
(ii) it shall maintain the debt service ratio at greater than 2.0.
Silver Maple has secured a S$2 billion (2004: S$1 billion) Medium Term Note Programme due 2008 (MTN Programme). Under this MTN
Programme, Silver Maple may, subject to compliance with all relevant laws, regulations and directives, from time to time issue fixed or
floating interest rate notes (the Notes). The maximum aggregate principal amount of the Notes to be issued shall be S$2 billion. The
Notes will be secured by the Notes Debenture.
To fund the loans to the Trust of S$1,065 million (2004: S$632 million) fixed rate term loan and S$28 million (2004: S$28 million) floating
rate revolving credit, Silver Maple has raised funds through the following:
(i) US$255.5 million (2004: US$ Nil) Floating Rate Notes at floating interest rate of 0.24% (2004: Nil %) above the US dollar London
Interbank Offered Rate (LIBOR) repriced every three months, for the period from 31 October 2005 to 31 October 2012. In the event
that the Floating Rate Notes are not redeemed by Silver Maple on 31 October 2012, interest will accrue at the rate of 1.0% (2004:
Nil %) above the US dollar LIBOR repriced every three months, for the period from 31 October 2012 to date of redemption on 30 April
2014;
(ii) S$172 million (2004: S$172 million) Fixed Rate Notes at fixed interest rate of 3.86% (2004: 3.86%) per annum for the period from 26
February 2002 (date of first issue of Fixed Rate Notes) to 26 February 2007. In the event that the Fixed Rate Notes are not redeemed
by Silver Maple on 26 February 2007, interest will accrue at the rate of 2.52% (2004: 2.52%) above the SIBOR repriced every three
months, for the period from 26 February 2007 to date of redemption on 26 August 2008;
(iii) US$72.1 million (2004: US$72.1 million) Floating Rate Notes at floating interest rate of 0.62% (2004: 0.62%) above the US dollar
LIBOR repriced every three months, for the period from 26 June 2003 to 26 June 2010. In the event that the Floating Rate Notes are
not redeemed by Silver Maple on 26 June 2010, interest will accrue at the rate of 2.30% (2004: 2.30%) above the US dollar LIBOR
repriced every three months, for the period from 26 June 2010 to date of redemption on 26 December 2011;
(iv) US$195.5 million (2004: US$195.5 million) Floating Rate Notes at floating interest rate of 0.32% (2004: 0.32%) above the US dollar
LIBOR repriced every three months, for the period from 2 August 2004 to 2 February 2011. In the event that the Floating Rate Notes
are not redeemed by Silver Maple on 2 August 2009, interest will accrue at the rate of 0.80% (2004: 0.80%) above the US dollar
LIBOR repriced every three months, for the period from 2 August 2009 to date of redemption on 2 February 2011; and
(v) S$28 million (2004: S$28 million) Floating Rate Notes at floating interest rate of 0.43% (2004: 0.43%) above the SIBOR, due and
renewable on either one, three or six months’ duration until final redemption on 26 June 2010. In the event the Trust opts not to fully
settle on 26 June 2010, the interest rate of 2.11% (2004: 2.11%) above the SIBOR repriced every three months, will be applicable
for the period from 26 June 2010 to 26 December 2011.
10 Units in Issue
Trust
2005 2004
‘000 ’000
Units in issue:
At 1 January 1,203,200 906,063
Units created:
- placement of units during the year
- on 31 October 2005 173,400 –
- on 2 August 2004 – 147,000
- partial satisfaction of purchase consideration on investment property acquired – 147,000
- asset management fees paid in units 3,098 3,137
As 31 December 2005 1,379,698 1,203,200
Units to be issued:
- assets management fees payable in units 871 –
Total issued and issuable units at 31 December 2005 1,380,569 1,203,200
On 31 October 2005, the Trust issued 29,746,224 units and 143,653,776 units at S$2.33 and S$2.35 per unit respectively for cash:
- to part refinance the S$123 million bridge loan taken to finance the acquisitions of Hougang Plaza Units and Sembawang Shopping
Centre;
- to part refinance the S$6.8 million bridge loan taken to finance the payment of a deposit of 10% of the purchase consideration and
part finance the balance of the purchase consideration on Jurong Entertainment Centre; and
On 2 August 2004, the Trust issued 147,000,000 units at an issue price of S$1.62 per unit for cash to partly finance the purchase
consideration for Plaza Singapura. In addition, the Trust issued 147,000,000 units at an issue price of S$1.62 per unit to the vendor of
Plaza Singapura as partial satisfaction of the purchase consideration on Plaza Singapura.
Each unit in the Trust represents an undivided interest in the Trust. The rights and interests of Unitholders are contained in the Trust Deed
and include the right to:
• Participate in the termination of the Trust by receiving a share of all net cash proceeds derived from the realisation of the assets of
the Trust less any liabilities, in accordance with their proportionate interests in the Trust. However, a Unitholder has no equitable
or proprietary interest in the underlying assets of the Trust and is not entitled to the transfer to it of any assets (or part thereof) or
of any estate or interest in any asset (or part thereof) of the Trust; and
• Attend all Unitholders’ meetings. The Trustee or the Manager may (and the Manager shall at the request in writing of not less than
50 Unitholders or one-tenth in number of the Unitholders, whichever is lesser) at any time convene a meeting of Unitholders in
accordance with the provisions of the Trust Deed.
• A Unitholder’s right is limited to the right to require due administration of the Trust in accordance with the provisions of the Trust
Deed; and
• A Unitholder has no right to request the Manager to redeem his units while the units are listed on SGX-ST.
A Unitholder’s liability is limited to the amount paid or payable for any units in the Trust. The provisions of the Trust Deed provide that
no Unitholders will be personally liable for indemnifying the Trustee or any creditor of the Trustee in the event that liabilities of the Trust
exceed its assets.
11 Gross Revenue
Trust and its
associate and Trust
2005 2004
S$’000 S$’000
12 Property Expenses
Trust and its
associate and Trust
2005 2004
S$’000 S$’000
13 Interest Income
Trust and its associate Trust
2005 2004 2005 2004
S$’000 S$’000 S$’000 S$’000
Interest income
- associated company – – 4,756 4,964
- financial institution 219 26 219 26
219 26 4,975 4,990
Included in the asset management fees is an aggregate of 2,913,755 (2004: 3,474,538) units in the Trust that have been or will be
issued to the Manager as payment of the performance component of management fees.
Income tax using Singapore tax rate of 20% 23,403 20,268 23,474 17,903
Non-tax deductible items 1,882 1,718 1,882 1,718
Income not subject to tax 71 (2,365) – –
Tax transparency (25,356) (19,621) (25,356) (19,621)
– – – –
Trust
Number of Units
’000 ’000
Diluted earnings per unit is the same as the basic earnings per unit as there are no significant dilutive instruments in issue during the
year.
The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 December 2005.
The adoption of principles in FRS 28 (revised) Investment in Associates resulted in the presentation of the financial position, results,
movements in Unitholders’ funds and cash flows of the Trust and its associate in the financial statements in addition to those of the
Trust.
The adoption of principles of FRS 39 Financial Instruments: Recognition and Measurement resulted in the Trust and its associate measuring
its derivative financial instruments as assets or liabilities at fair values. Previously, derivative financial instruments were not recorded on
the balance sheet. Where a derivative or non-derivative financial instrument is an effective hedge in a cash flow hedge relationship, the
change in fair value of the hedging instrument relating to the effective portion is recorded in equity.
The adoption of principles of FRS 39 resulted in the Trust and its associate recognising all its derivative financial instruments as assets
or liabilities at fair value and decreasing the opening balance at 1 January 2005 of the hedging reserve by S$2,052,000. The 2004
comparatives have not been restated.
The change in accounting policies arising from adopting principles of FRS 39 has the following impact on the total return for the year:
Total return for the year before changes in accounting policies 410,781 261,010
Effects of adopting principles of FRS 39
- Share of swap losses of associate (484) –
Total return for the year 410,297 261,010
inspire > 181
Notes to the Financial Statements
18 Issue Expenses
Trust and its associate
2005 2004
S$’000 S$’000
These expenses are deducted directly against the Unitholders’ funds. Included in the professional fees are non-audit fees paid and payable
to auditors of the Trust amounting to S$128,000 (2004: S$118,000) for acting as independent reporting accountants and scrutineers and
with respect to the issuance and placement of additional units in the Trust.
19 Significant Related Party Transactions – Trust and its associate and Trust
For the purposes of these financial statements, parties are considered to be related to the Trust and its associate if the Trust and its
associate has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and
operating decisions, or vice versa, or where the Trust and its associate and the party are subject to common significant influence. Related
parties may be individuals or other entities. The Manager of the Trust is an indirect wholly-owned subsidiary of a substantial Unitholder
of the Trust.
In the normal course of the operations of the Trust, asset management fees and trustee’s fees have been paid or are payable to the
Manager and Trustee respectively.
During the financial year, other than those disclosed elsewhere in the financial statements, there were the following significant related
party transactions, which were carried out in the normal course of business on arm’s length commercial terms:
2005 2004
S$’000 S$’000
Asset enhancement works and consultancy fees to a related company of the Manager of the Trust 1,123 17,067
Property management fees and reimbursables to a related company of the Manager of the Trust 18,517 13,389
Rental and related income from related companies of the Manager of the Trust 4,991 2,986
Underwriting, advisory and acquisition fees to the Manager of the Trust and related companies
of the Manager of the Trust 9,206 3,550
20 Financial Instruments
Exposure to credit, interest rate and liquidity risks arises in the normal course of the Trust and its associate’s business. The Trust
and its associate have written policies and guidelines, which set out its overall business strategies and its general risk management
philosophy.
Credit risk
Credit risk is the potential financial loss resulting from the failure of a customer or a counterparty to settle its financial and contractual
obligations to the Trust and its associate, as and when they fall due.
The Manager of the Trust and its associate has established credit limits for customers and monitors their balances on an ongoing basis.
Credit evaluations are performed by the Manager of the Trust and its associate before lease agreements are entered into with customers.
Cash and fixed deposits are placed with financial institutions which are regulated.
At 31 December 2005 and 2004, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented
by the carrying value of each financial asset on the balance sheet.
The Trust and its associate’s exposure to changes in interest rates relates primarily to interest-earning financial assets and interest-
bearing financial liabilities. Interest rate risk of the Trust and its associate is managed by the Manager of the Trust and the associate
respectively, on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by
adverse movements in interest rates.
Liquidity risk
The Manager of the Trust monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance
its operations. In addition, the Manager also monitors and observes the CIS code issued by the MAS concerning limits on total
borrowings.
Sensitivity analysis
In managing the interest rate risk, the Trust and its associate aims to reduce the impact of short-term fluctuations on its earnings.
As at 31 December 2005, it was estimated that a general increase in one percentage point in interest rates would reduce the Trust and
its associate earnings by approximately S$280,000 (2004: S$280,000).
In respect of interest-earning financial assets and interest-bearing financial liabilities, the following table indicates their effective interest
rates as at 31 December 2005 and 2004 and the periods at which they reprice.
Financial Liabilities
2004
Financial Liabilities
Fair value
Fair value is calculated based on the present value of expected future cash flows relevant to the financial instrument, where the discount
rate is computed from the market interest rates for the Trust.
Where discounted cash flow techniques are used, estimated future cash flows are based on management’s best estimates and the discount
rate is a market-related rate for a similar instrument at the balance sheet date.
The carrying vales of the other financial assets and liabilities (including trade and other receivables, cash and cash equivalents, trade and
other payabales and security deposits) approximate their fair values.
Carrying Percentage
amount Fair value of net assets
S$’000 S$’000 %
2005
Non-current
Carrying Percentage
amount Fair value of net assets
S$’000 S$’000 %
2004
Non-current
Segment information is presented in respect of the Trust and its associate’s business segments. The primary format, business segment’s,
is based on its management and internal reporting structure.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items comprise mainly income-earning assets and revenue, interest-bearing loans and borrowings and
expenses, and related assets and expenses.
Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected to be used for more
than one year.
Business segments
The Trust and its associate is in the business of investing in the following shopping malls, which are considered to be the main business
segments: Tampines Mall, Junction 8, Funan DigitaLife Mall (formerly known as Funan The IT Mall), IMM Building, Plaza Singapura,
Bugis Junction and other investment properties.
Geographical segments
Geographical segment reporting has not been prepared because all nine malls are located in Singapore.
Business segments
Gross rental income 46,500 44,347 36,277 29,832 20,207 19,309 49,572 47,302 57,347 22,046
Car park income 2,172 1,977 1,348 1,308 1,560 1,567 5 – 2,169 817
Others 1,824 1,879 2,742 2,344 906 978 3,081 2,466 2,001 1,067
Gross revenue 50,496 48,203 40,367 33,484 22,673 21,854 52,658 49,768 61,517 23,930
Segment net property income 34,888 34,045 26,451 21,263 13,394 13,668 25,874 27,571 43,829 17,663
Notes to the Financial Statements
Business segments
Business segments
Funan DigitaLife
Mall (formerly
known as Funan IMM Plaza Bugis Other Investment
Tampines Mall Junction 8 The IT Mall) Building Singapura1 Junction2 Properties3 Total
2005 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Segment assets 634,729 474,150 248,432 401,016 804,979 618,188 194,461 3,375,955
Interest in an associate 64,928
Unallocated assets 42,681
Total assets 3,483,564
Segment liabilities 14,003 16,566 11,706 24,887 15,299 12,660 6,170 101,291
Unallocated liabilities:
- interest-bearing loans and borrowings 1,089,232
- interest payables 2,879
- asset management fees 2,364
- provision for taxation 367
- others 3,526
1,098,368
Total liabilities 1,199,659
2 Bugis Junction was acquired on 31 October 2005. On 17 October 2005, the Trust entered into an Agreement to Surrender with Seiyu Singapore and The Seiyu, Ltd., in respect of the Surrender Premises by Seiyu Singapore to the Trust. Under the Agreement to Surrender, the existing tenancy
and licence agreements in favour of the existing tenants and licensees at the Surrender Premises will be novated by Seiyu Singapore to the Trust on 1 November 2005.
3 Other Investment Properties comprise Sembawang Shopping Centre, Hougang Plaza Units and Jurong Entertainment Centre.
• Sembawang Shopping Centre was acquired on 10 June 2005.
• 13.6% and 78.8% of the strata area of Hougang Plaza were acquired on 20 June 2005 and 30 June 2005 respectively. On 16 August 2005, another 4.3% of the strata area in Hougang Plaza was acquired.
• Jurong Entertainment Centre was acquired on 31 October 2005.
Notes to the Financial Statements
Business segments
Funan DigtaLife
Mall
(formerly known
as Funan Plaza
Tampines Mall Junction 8 The IT Mall) IMM Building Singapura Total
2004 S$’000 S$’000 S$’000 S$’000 S$’000 S$’000
Unallocated liabilities:
- interest-bearing
loans and borrowings 660,000
- interest payables 61
- asset management fees 3,613
- trustee’s fees 175
- provision for taxation 367
- others 1,180
665,396
Total liabilities 739,188
22 Commitments
Trust and its
associate and Trust
2005 2004
S$’000 S$’000
Capital commitments:
- contracted but not provided for 3,445 4,738
- authorised but not contracted for 145,964 57,992
149,409 62,730
The Trust leases out its investment properties. Non-cancellable operating lease rentals are receivable as follows:
23 Contingent Liability
Pursuant to the tax transparency ruling from IRAS, the Trustee has provided a tax indemnity for certain types of tax losses, including
unrecovered late payment penalties, that may be suffered by IRAS should IRAS fail to recover from Unitholders tax due or payable on
distributions made to them without deduction of tax, subject to the indemnity amount agreed with the IRAS. This indemnity is applicable
to distributions made out of the Trust’s income for the period from the date of the listing of the Trust to 1 August 2004. The amount of
indemnity, as agreed with IRAS for any one year is limited to the higher of S$500,000 or 1.0% of the taxable income of the Trust for that
year. Each yearly indemnity has a validity period of the earlier of seven years from the end of the relevant year of assessment and three
years from the termination of the Trust.
24 Subsequent Event
Subsequent to the year ended 31 December 2005, the Manager declared distribution of S$25,800,362 for the Trust in respect of the period
31 October 2005 to 31 December 2005.
25 Financial Ratios
2005 2004
% %
1
The annualised ratios are computed in accordance with the guidelines of Investment Management Association of Singapore. The expenses used in the computation
relate to expenses of the Trust, excluding property expenses and interest expense.
2
The annualised ratio is computed based on the lesser of purchases or sales of underlying investment properties of the Trust expressed as a percentage of daily
average net asset value.
STATISTICS OF UNITHOLDINGS
AS AT 1 MARCH 2006
Distribution of Unitholdings
Size of Holdings No. of Unitholders % No. of Units %
1 - 999 144 1.77 45,064 0.00
1,000 - 10,000 5,685 69.76 23,592,018 1.71
10,001 - 1,000,000 2,289 28.09 116,158,176 8.41
1,000,001 and above 31 0.38 1,240,774,456 89.88
8,149 100.00 1,380,569,714 100.00
Location of Unitholders
Country No. of Unitholders % No. of Units %
Singapore 8,019 98.40 1,373,621,684 99.50
Malaysia 48 0.59 1,166,350 0.08
Others 82 1.01 5,781,680 0.42
8,149 100.00 1,380,569,714 100.00
FREEFLOAT
Based on the information made available to the Manager, no less than 40% of the units in CMT were held in the hands of the public as at 1
March 2006. Accordingly, Rule 723 of the listing Manual of the SGX-ST has been complied with.
The transactions entered into with related parties during the financial year, which fall under the Listing Manual and the CIS Code, are as
follows:
S$’000
CapitaLand Limited and its subsidiaries or associates
- Management fees 1 14,948
- Property management fees & reimbursables 18,517
- Acquisition fees related to acquisitions of Sembawang Shopping Centre,
Hougang Plaza Units, Jurong Entertainment Centre and Bugis Junction 7,706
- Project management and consultancy fees for asset enhancement works 2,247
- Acquisition of Bugis Junction 580,800
- Fee in consideration of backstop arrangement 1,500
1. For the purposes of Clause 907 of the Listing Manual of the SGX-ST, in arriving at this figure, the market price of the CMT units (being the closing price of the units traded
on the SGX-ST on the relevant date of issue of the units) issued to the Manager for the performance component of its management fees, was used to determine the amount
of the aggregate asset management fees paid to the Manager for the period from 1 January 2005 to 31 December 2005. A total of 2,913,755 CMT units amounting to an
aggregate of S$6,915,574 have been or will be issued to the Manager as payment of the performance component of the asset management fees (as computed pursuant to
the Trust Deed) for the period from 1 January 2005 to 31 December 2005. In respect of the period from 1 January 2005 to 31 March 2005, a total of 726,487 units, comprising
516,348 and 210,139 CMT units at issue prices of S$1.511025 and S$ 2.0147* per unit respectively, were issued on 6 May 2005 to the Manager. The market price at the date
of issue was S$2.23 per unit and the aggregate market value of these units was S$1,620,066 based on this market price. In respect of the period from 1 April 2005 to 30
June 2005, a total of 648,420 units, comprising 458,799 and 189,621 CMT units at issue prices of S$1.775625 and S$2.3675* per unit respectively, were issued on 3 August
2005 to the Manager . The market price at the date of issue was S$2.60 per unit and the aggregate market value of these units was S$1,685,892 based on this market price.
In respect of the period from 1 July 2005 to 30 September 2005, a total of 667,601 CMT units, comprising 452,678 and 214,923 CMT units at issue prices of S$1.7778 and
S$2.3704* per unit respectively, were issued on 4 November 2005 to the Manager. The market price at the date of issue was S$2.34 per unit and the aggregate market value
of these units was S$1,562,186 based on this market price. In respect of the period from 1 October 2005 to 31 December 2005, a total of 871,247 CMT units, comprising
504,690 and 366,557 CMT units at issue prices of S$1.6567 and S$2.2090* per unit respectively, were issued on 8 February 2006 to the Manager. The market price at the
date of issue was S$2.35 and the aggregate market value of these units was S$2,047,430 based on this market price.
* Based on the volume weighted average traded price for a Unit for all trades on the SGX-ST in the ordinary course of trading on the SGX-ST for the last ten business days
of the relevant period in which the management fee accrues.
Save as disclosed above, there were no additional Related Party Transactions (excluding transactions of less than S$100,000 each) entered into
during the financial period under review.
On 16 February 2004, CMT announced that the SGX-ST has on 10 February 2004 granted a waiver to CMT from rules 905 and 906 of the
SGX-ST’s Listing Manual in relation to payments for management fee, payments for acquisition and divestment fees, payments of property
management fee, reimbursement to the property manager in respect of payroll and related expenses as well as payments of trustee’s fee not
to be included in the aggregated value of total related party transactions as governed by rules 905 and 906 of the Listing Manual.
Please also see Significant Related Party Transactions on note 19 in the financial statements.
For the financial year ended 31 December 2005, an aggregate of 176,498,458 CMT units were issued and subscribed for. As at 31 December
2005, 1,379,698,467 CMT units were in issue and outstanding. On 8 February 2006, 871,247 CMT units were issued to the Manager as part
payment of the performance component of its asset management fees for the fourth quarter of 2005.