Annual Report - Campus Living Villages

8 6 Campus Living Villages Annual Report 09/10
Campus Living Finance Trust
DIRECTORS’ REPORT
FOR THE YEAR ENDED 30 JUNE 2010
CLFT
Introduction
The directors of Campus Living Funds Management Limited
(“CLFM”) as the Responsible Entity (“RE”) of the Campus Living
Villages Fund (“the Fund”) present their report on Campus
Living Finance Trust (“CLFT”) for the year ended 30 June 2010.
Fund structure and formation
The Fund is a stapled arrangement of four trusts and their
subsidiaries (“consolidated entity”) and was established
on 9 January 2007. The four trusts are Campus Living Land
Trust (USA) (“CLLT (USA)”) which is deemed to be the parent
entity for accounting purposes, Campus Living Finance Trust
(“CLFT”), Campus Living Australia Trust (“CLAT”) and Campus
Living Overseas Trust (“CLOT”). The units of the four trusts
forming the Fund can only be purchased or sold in their current
stapled arrangement.
Directors
The following persons were the only directors of CLFM and
were in office during the whole of the financial year and up to
the date of this report except where otherwise stated:
Professor John Niland AC
Professor Steve Burdon
Walter Carpenter
Gayle Tollifson (appointed 16 April 2010)
Nicholas James
Principal activities
The principal business activity of CLFT is to provide financing
to the other trusts in the stapled arrangement and the
controlled entities of those trusts.
Distributions
CLFT declared the following distributions:
2010 financial year
Date Amount Cents per unit
28 September 2009 $1,000,204 0.30
18 December 2009 $999,743 0.24
31 March 2010 $3,999,748 0.97
29 June 2010 $10,099,966 2.44
Total $16,099,661
2009 financial year
Review of operations
Profit for the year was $3.1m (2009: $1.1m). The profit was
earned from interest income on loans with related parties, net
of directors’ fees, audit fees and fees paid to the RE CLFM.
Changes in state of affairs
There have been no changes in the state of affairs of the
consolidated entity.
Payment of borrowings
The Fund made an equity call on investors during July 2010
of $28.3m to repay the Equity Bridge Facility (“EBF”) and
cash back letters of credit and bank guarantees effective
28 July 2010.
Outlook for following financial year
CLFT will continue to provide financing to the other trusts
in the stapled arrangement and the controlled entities of
those trusts.
Loans to directors and executives
There are no loans to or from directors or executives during
the year, at year end or at the date of this report.
Fees paid to and units held by the responsible entity and
the responsible entity’s associates
Fees paid to the RE and the RE’s associates are included
in the Related party transactions note 18 in the financial
statements. The RE and the RE’s associates hold 30,656,416
units in the Fund.
Insurance of officers
During the financial year, the RE paid a premium to insure
the directors, officers and senior management of the RE and
the Fund.
The liabilities insured are legal costs that may be incurred in
defending civil or criminal proceedings that may be brought
against the officers in their capacity as officers of entities
in the Group and any other payments arising from liabilities
incurred by the officers in connection with such proceedings.
This does not include such liabilities that arise from conduct
involving a wilful breach of duty by the officers or the improper
use by the officers of their position or of information to gain
advantage for them or someone else or to cause detriment to
the trust. It is not possible to apportion the premium between
amounts relating to the insurance against legal costs and
those relating to other liabilities.
Date Amount Cents per unit
28 September 2008 $1,999,890 0.70
17 December 2008 $2,499,919 0.81
27 March 2009 $3,499,948 1.13
26 June 2009 $2,899,745 0.94
Total $10,899,502
Proceedings on behalf of the trust
No person has applied to the Court under section 237 of
the Corporations Act 2001 for leave to bring proceedings on
behalf of the trust, or to intervene in any proceedings to which
the trust is a party, for the purpose of taking responsibility on
behalf of the trust for all or part of those proceedings.