Annual Report 10/11 - Campus Living Villages

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DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2011 Campus Living Villages Annual Report 10/11 Campus Living Overseas Trust Introduction The Directors of Campus Living Funds Management Limited (‘‘CLFM’’) as the Responsible Entity (‘‘RE’’) of the Campus Living Overseas Trust (‘‘CLOT’’) present their report on the consolidated entity consisting of CLOT and its subsidiaries for the year ended 30 June 2011. Fund structure and formation The Campus Living Villages Fund (‘the Fund’) is a stapled arrangement of four trusts and their subsidiaries, and was established on 9 January 2007. The four trusts are Campus Living Land Trust (USA) (‘‘CLLT (USA)’’) which is the parent entity, 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 its current stapled arrangement. Directors The following persons are the 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 noted: Professor John Niland AC Luca Belgiorno-Nettis (appointed 29 November 2010) Professor Steve Burdon Walter Carpenter Nicholas James Gayle Tollifson Principal activities The principal business activities of CLOT are to provide accommodation to students through owned and managed facilities and project management and development of new facilities, some of which will be owned by CLOT and its subsidiaries. These businesses are located in United States of America (‘‘US’’), New Zealand (‘‘NZ’’) and the United Kingdom (‘‘UK’’). Distributions CLOT did not declare a distribution for the year ended 30 June 2011 (2010: nil). Review of operations During the year the US has focused on operational performance and the completion of refinancings. The UK has substantially completed the University of Bedfordshire redevelopment and NZ’s main focus has been on the challenges facing the occupancy at UC Accommodation Student Village in the wake of the Christchurch earthquakes. Payment of borrowings CLOT has borrowings with CLFT of $22.3m. These borrowings are repayable on demand. CLOT will use its share of future equity calls to repay its borrowings to CLFT. Outlook for the following financial year The next financial year will be a period of consolidation and growth. The main focus will be the performance of existing assets, seeking new development opportunities and completing refinancing’s in the US. Environmental regulation The Fund undertakes the development and construction of new student accommodation facilities in the US, NZ and the UK and is subject to the regulations of those countries and the respective states and counties. The Fund is subject to and complies with the regulations and legislation that govern development and construction of new student accommodation facilities in these regions. 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. 115
DIRECTORS’ REPORT FOR THE YEAR ENDED 30 JUNE 2011 Campus Living Villages Annual Report 10/11 Campus Living Overseas Trust 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 consolidated entity, 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 themselves or someone else or to cause detriment to the Fund. It is not possible to apportion the premium between amounts relating to the insurance against legal costs and those relating to other liabilities. 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 25 in the financial statements. The RE and the RE’s associates hold 65,619,242 units in the Fund. Proceedings on behalf of the Fund No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Fund, or to intervene in any proceedings to which the Fund is a party, for the purpose of taking responsibility on behalf of the Fund for all or part of those proceedings. No proceedings have been brought or intervened in on behalf of the Fund with leave of the Court under section 237 of the Corporations Act 2001. Auditor’s independence declaration A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 118. Rounding of amounts The consolidated entity is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the ‘’rounding off’’ of amounts in the Directors’ report. Amounts in the Directors’ report have been rounded off in accordance with that Class Order to the nearest thousand dollars or, in certain cases, to the nearest dollar. Auditor PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001. Solvency position The consolidated entity has a net liability position of $11.3m. The Directors have satisfied themselves that the consolidated entity will be able to pay its debts as and when they fall due based on cash flow estimates from underlying assets after servicing external debt service costs and intercompany debt service, allowing for capitalisation of intercompany interest where required. Matters subsequent to the end of the financial year The Directors have not identified any other matters since 30 June 2011 that would require disclosure in the annual report or adjustment to the financial statements or that may significantly affect the consolidated entity’s operations in future financial years, the results of those operations in future financial years, or CLOT’s state of affairs in future financial years. 116
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