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passion<br />
TO DELIVER<br />
SUNTEC REAL ESTATE INVESTMENT TRUST<br />
<strong>Annual</strong> <strong>Report</strong> <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
1<br />
About <strong>Suntec</strong> <strong>REIT</strong><br />
Listed on 9 December 2004 on Singapore Exchange Securities Trading Limited (the “SGX-ST”),<br />
<strong>Suntec</strong> Real Estate Investment Trust ("<strong>Suntec</strong> <strong>REIT</strong>") is the first composite <strong>REIT</strong> in Singapore, owning<br />
income-producing real estate that is primarily used <strong>for</strong> retail and/or office purposes.<br />
As at 31 December <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong>’s portfolio comprises office and retail properties in <strong>Suntec</strong><br />
City, Park Mall, Chijmes, a one-third interest in One Raffles Quay and a one-third interest in<br />
Marina Bay Financial Centre Towers 1 and 2 and the Marina Bay Link Mall, all strategically located<br />
in the growth corridors of Marina Bay and the Civic and Cultural District within Singapore’s central<br />
business district. <strong>Suntec</strong> <strong>REIT</strong> also owns a 20 percent interest in <strong>Suntec</strong> Singapore International<br />
Convention & Exhibition Centre.<br />
<strong>Suntec</strong> <strong>REIT</strong> is managed by an external manager, ARA Trust Management (<strong>Suntec</strong>) Limited<br />
(the "Manager"). The Manager is focused on delivering regular and stable distributions to <strong>Suntec</strong><br />
<strong>REIT</strong>’s unitholders, and to achieve long-term growth in the net asset value per unit of <strong>Suntec</strong> <strong>REIT</strong>,<br />
so as to provide unitholders with a competitive rate of return on their investment.<br />
About ARA Trust Management<br />
(<strong>Suntec</strong>) Limited<br />
The Manager is a wholly-owned subsidiary of ARA Asset Management Limited (“ARA”), a real<br />
estate fund management company listed on the Main Board of the SGX-ST, and is an affiliate of<br />
the multinational conglomerate Cheung Kong Group.<br />
ARA currently manages <strong>REIT</strong>s listed in Singapore, Hong Kong and Malaysia with a diversified<br />
portfolio spanning the office, retail and industrial/office sectors, as well as private real estate<br />
funds investing in real estate in Asia. ARA also provides real estate management services,<br />
including property management services, convention & exhibition services and corporate<br />
finance advisory services. As at 31 December <strong>2010</strong>, ARA's total assets under management was<br />
approximately S$16.9 billion.<br />
The Manager is responsible <strong>for</strong> the management and administration of <strong>Suntec</strong> <strong>REIT</strong>, as well as the<br />
implementation of <strong>Suntec</strong> <strong>REIT</strong>’s strategic long-term growth.<br />
Contents<br />
01 About <strong>Suntec</strong> <strong>REIT</strong><br />
02 Mission Statement<br />
04 Year In Review<br />
06 Chairman’s <strong>Report</strong><br />
08 Financial Highlights<br />
09 Unit Per<strong>for</strong>mance<br />
12 Board Of Directors<br />
18 Management Team<br />
24 Manager’s <strong>Report</strong><br />
30 Property Portfolio<br />
50 Market <strong>Report</strong><br />
52 Investor Communications<br />
54 Corporate Governance<br />
64 Financial Contents
2<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Our Mission<br />
Forging ahead to create, provide<br />
and deliver premium value to all<br />
stakeholders of <strong>Suntec</strong> <strong>REIT</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
3<br />
In another landmark year, <strong>Suntec</strong> <strong>REIT</strong> has<br />
demonstrated its strength and its<br />
passion to deliver. With the strategic investment<br />
in one of Singapore’s iconic commercial properties,<br />
<strong>Suntec</strong> <strong>REIT</strong> has successfully grown its portfolio<br />
of premier real estate assets to be<br />
one of Singapore’s largest commercial <strong>REIT</strong>s.<br />
This marks a new milestone in our continuing<br />
growth and is a clear testament to our commitment<br />
in delivering long-term value <strong>for</strong> our unitholders.
4<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Year in Review<br />
S$7.0b<br />
ASSETS UNDER<br />
MANAGEMENT<br />
3.5m sq ft<br />
Portfolio NET<br />
LETTABLE AREA<br />
January<br />
<strong>2010</strong><br />
February<br />
<strong>2010</strong><br />
• Change of address of Unit<br />
Registrar.<br />
June<br />
<strong>2010</strong><br />
• Issue of fifth tranche of<br />
34,500,362 deferred units.<br />
April<br />
<strong>2010</strong><br />
July<br />
<strong>2010</strong><br />
• Achieved distribution income<br />
of S$45.9 million <strong>for</strong> the period<br />
1 April <strong>2010</strong> to 30 June <strong>2010</strong>.<br />
DPU <strong>for</strong> the quarter amounted<br />
to 2.528 cents.<br />
• Achieved distribution income<br />
of S$47.8 million <strong>for</strong> the<br />
period 1 October 2009 to<br />
31 December 2009. Distribution<br />
per unit ("DPU") <strong>for</strong> the quarter<br />
amounted to 2.886 cents.<br />
• Advance distribution of 2.568<br />
cents pursuant to the private<br />
placement of 128,500,000 new<br />
units in <strong>Suntec</strong> <strong>REIT</strong> (“New<br />
Units”) at an issue price of<br />
S$1.19 per New Unit.<br />
• Unitholders approved all<br />
resolutions tabled at the <strong>Suntec</strong><br />
<strong>REIT</strong>’s inaugural annual general<br />
meeting held on 15 April <strong>2010</strong>.<br />
• Unitholders approved the<br />
resolution tabled at the <strong>Suntec</strong><br />
<strong>REIT</strong>’s extraordinary general<br />
meeting held on 15 April <strong>2010</strong><br />
in relation to the <strong>for</strong>m of the<br />
payment of the Manager's asset<br />
management fee.<br />
• Achieved distribution income<br />
of S$45.4 million <strong>for</strong> the period<br />
1 January <strong>2010</strong> to 31 March <strong>2010</strong>.<br />
DPU <strong>for</strong> the quarter amounted<br />
to 2.513 cents.<br />
October<br />
<strong>2010</strong><br />
• <strong>Suntec</strong> <strong>REIT</strong> conferred SIAS<br />
“Most Transparent Company”<br />
award <strong>2010</strong> (Runner-Up,<br />
<strong>REIT</strong>s Category).<br />
• <strong>Suntec</strong> <strong>REIT</strong> secured S$700 million<br />
term loan facility.<br />
• Announced the proposed<br />
acquisition of a one-third interest<br />
in Marina Bay Financial Centre<br />
Towers 1 and 2 and the Marina Bay<br />
Link Mall (the “MBFC Properties”).
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
5<br />
98.8%<br />
office committed<br />
occupancy<br />
98.0%<br />
retail committed<br />
occupancy<br />
• Achieved distribution income<br />
of S$46.2 million <strong>for</strong> the period<br />
1 July <strong>2010</strong> to 30 September<br />
<strong>2010</strong>. DPU <strong>for</strong> the quarter<br />
amounted to 2.502 cents.<br />
December<br />
<strong>2010</strong><br />
• Appointment of Mr. Chen<br />
Wei Ching, Vincent as<br />
Independent Director and<br />
audit committee member.<br />
November<br />
<strong>2010</strong><br />
• Completion of the acquisition of<br />
a one-third interest in the MBFC<br />
Properties on 9 December <strong>2010</strong>.<br />
• Issue of the last tranche of<br />
34,500,360 deferred units.<br />
• Moody's corporate family rating<br />
<strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong> revised to Baa2,<br />
with Rating Outlook restored<br />
to Stable.<br />
• Unitholders approved the<br />
resolution tabled at the <strong>Suntec</strong><br />
<strong>REIT</strong>’s extraordinary general<br />
meeting held on 26 November<br />
<strong>2010</strong> in relation to the proposed<br />
acquisition of the MBFC Properties.<br />
• Launch of private placement<br />
of 313,000,000 new units in<br />
<strong>Suntec</strong> <strong>REIT</strong> (the “Private<br />
Placement”), which was 3.1 times<br />
oversubscribed.<br />
• Advance distribution of<br />
1.723 cents pursuant to<br />
the private placement of<br />
313,000,000 new units in<br />
<strong>Suntec</strong> <strong>REIT</strong> (“Placement Units”)<br />
at an issue price of S$1.37 per<br />
Placement Unit.<br />
• Change in Company Secretary.
6<br />
PASSION <strong>Suntec</strong> reit TO DELIVER<br />
<strong>Suntec</strong> annual reit report annual <strong>2010</strong>report <strong>2010</strong><br />
With the distribution per unit of 9.859 cents <strong>for</strong><br />
<strong>FY</strong> <strong>2010</strong>, the average annual return <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong><br />
unitholders was 14.7% since listing
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
7<br />
Chairman’s <strong>Report</strong><br />
We have further strengthened our foothold in the Marina Bay<br />
precinct, underpinned by a strong 2.4 million sq ft office portfolio<br />
and 1.1 million sq ft retail portfolio strategically located in the<br />
heart of Singapore’s Central Business District<br />
Dear Unitholders,<br />
On behalf of the Board of ARA Trust<br />
Management (<strong>Suntec</strong>) Limited, the<br />
manager of <strong>Suntec</strong> <strong>REIT</strong> (the “Manager”),<br />
I am pleased to present the annual report<br />
of <strong>Suntec</strong> <strong>REIT</strong> <strong>for</strong> the financial year<br />
ended 31 December <strong>2010</strong> ("<strong>FY</strong> <strong>2010</strong>").<br />
<strong>2010</strong> marked yet another significant<br />
year <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong>. During the year we<br />
acquired a one-third interest in the Marina<br />
Bay Financial Centre Towers 1 and 2 and<br />
the Marina Bay Link Mall (the “MBFC<br />
Properties”) and successfully secured more<br />
than S$2.2 billion of financing.<br />
With the strong recovery of the Singapore<br />
economy in <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong>’s distribution<br />
income <strong>for</strong> <strong>FY</strong> <strong>2010</strong> was S$182.5 million,<br />
giving unitholders a distribution per unit<br />
of 9.859 cents or an annual yield of 6.6%<br />
<strong>for</strong> the year.<br />
Acquisition of an Iconic Landmark<br />
Development<br />
In December <strong>2010</strong>, we acquired a onethird<br />
interest in the MBFC Properties at a<br />
purchase price of S$1,495.8 million with<br />
income support (the “MBFC Acquisition”).<br />
The net effective price was S$2,400 psf<br />
excluding income support.<br />
The Marina Bay Financial Centre is an<br />
iconic landmark development located in<br />
the heart of Singapore’s new business<br />
and financial district. With the MBFC<br />
Acquisition, we have further strengthened<br />
our foothold in the Marina Bay precinct,<br />
underpinned by a strong 2.4 million sq ft<br />
office portfolio and 1.1 million sq ft retail<br />
portfolio strategically located in the heart<br />
of Singapore’s central business district.<br />
In <strong>FY</strong> <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong> has grown its assets<br />
under management from approximately<br />
S$5.2 billion to approximately S$7.0<br />
billion, to be one of Singapore’s largest<br />
commercial <strong>REIT</strong>s.<br />
Prudent and Proactive Capital<br />
Management<br />
In October <strong>2010</strong>, we entered into a S$700<br />
million term loan facility to refinance<br />
existing loans to further improve<br />
<strong>Suntec</strong> <strong>REIT</strong>’s overall financing cost and<br />
strengthened our debt maturity profile.<br />
In addition, <strong>Suntec</strong> <strong>REIT</strong> successfully raised<br />
S$1.5 billion <strong>for</strong> the financing of the<br />
acquisition of the MBFC Properties in<br />
December <strong>2010</strong>. This comprised a S$1.1<br />
billion term loan facility and S$428.8 million<br />
raised through a private placement at a<br />
tight discount of 2.88% to the adjusted<br />
volume weighted average price.<br />
As at 31 December <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong>’s<br />
total debt portfolio amounted to S$2.58<br />
billion, and our gearing ratio was 38.4%<br />
with an average all-in financing cost of<br />
3.49% <strong>for</strong> the year.<br />
Resilient Financial and Operating<br />
Per<strong>for</strong>mance<br />
The underlying income streams from our<br />
properties remained resilient. As at end<br />
<strong>FY</strong> <strong>2010</strong>, we achieved strong committed<br />
portfolio occupancy of 98.8% <strong>for</strong> our<br />
office properties and 98.0% <strong>for</strong> our retail<br />
properties. In particular, <strong>Suntec</strong> City<br />
office occupancy recorded six straight<br />
quarters of growth since June 2009 to<br />
achieve a committed occupancy of 99.1%<br />
as at 31 December <strong>2010</strong>.<br />
Notwithstanding the continuing<br />
challenges of the office and retail sectors,<br />
<strong>Suntec</strong> <strong>REIT</strong> achieved a distribution<br />
income of S$182.5 million <strong>for</strong> the year.<br />
With the distribution per unit of 9.859<br />
cents <strong>for</strong> <strong>FY</strong> <strong>2010</strong>, the average annual<br />
return <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong> unitholders was<br />
14.7% since listing.<br />
Well-positioned amid Positive<br />
Outlook<br />
Going <strong>for</strong>ward, the economic outlook<br />
<strong>for</strong> Singapore is expected to remain<br />
positive <strong>for</strong> 2011. The Ministry of Trade<br />
and Industry expects Singapore’s 2011<br />
economic growth to be between 4.0%<br />
and 6.0%, which will continue to support<br />
a steady recovery in the Singapore<br />
commercial property market.<br />
For 2011, with the strengthening office<br />
market, we expect the negative rental<br />
reversions of our office portfolio to<br />
bottom-out by the year-end.<br />
Barring any un<strong>for</strong>eseen circumstances, we<br />
expect to deliver the <strong>for</strong>ecast distribution<br />
per unit <strong>for</strong> the financial year 2011 as<br />
stated in the circular to <strong>Suntec</strong> <strong>REIT</strong><br />
unitholders dated 8 November <strong>2010</strong>.<br />
Awards and Accolades<br />
During the year, <strong>Suntec</strong> <strong>REIT</strong> received<br />
a Runner-up Award <strong>for</strong> the “Most<br />
Transparent Company Award <strong>2010</strong>”<br />
under the <strong>REIT</strong>s category in the SIAS<br />
Investors’ Choice Awards <strong>2010</strong>. This is the<br />
fifth year that <strong>Suntec</strong> <strong>REIT</strong> has achieved<br />
the award in recognition of its good<br />
corporate transparency practices.<br />
We have also achieved a Gold Award at<br />
the International GALAXY <strong>2010</strong> Awards<br />
competition <strong>for</strong> the <strong>Suntec</strong> <strong>REIT</strong> <strong>Annual</strong><br />
<strong>Report</strong> 2009.<br />
In Appreciation<br />
I would like to convey my appreciation<br />
to the members of the Board <strong>for</strong> their<br />
invaluable contributions during the year<br />
and to welcome Mr. Chen Wei Ching,<br />
Vincent, who has joined the Board as an<br />
Independent Director with effect from<br />
1 October <strong>2010</strong>. I would also like to thank<br />
the management team of the Manager<br />
<strong>for</strong> their hard work and dedication in<br />
the year in delivering the per<strong>for</strong>mance of<br />
the <strong>REIT</strong>. Last but not least, I am grateful<br />
to our unitholders, tenants, business<br />
partners and stakeholders <strong>for</strong> your<br />
strong support.<br />
Chiu Kwok Hung, Justin<br />
Chairman and Director<br />
28 February 2011
8<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Financial Highlights<br />
Consolidated Profit and Loss Statement <strong>for</strong> the Financial YEAR <strong>2010</strong> 2009<br />
Gross Revenue S$249.5m S$253.1m<br />
Net Property Income S$193.1m S$192.2m<br />
Income Contribution from Jointly Controlled Entities 1 S$45.3m S$49.9m<br />
Income Available For Distribution S$182.5m S$189.6m<br />
Distribution Per Unit ("DPU") 2 9.86¢ 11.70¢<br />
Fully Diluted DPU 3 9.61¢ 10.92¢<br />
Notes:<br />
1<br />
Comprises other income, dividend income and interest income from the jointly controlled entities.<br />
2<br />
For financial year ("<strong>FY</strong>") 2009, DPU does not take into account 69,000,722 deferred units payable to <strong>Suntec</strong> City Development Pte Ltd, the remaining two equal instalments<br />
which have been issued on 9 June <strong>2010</strong> and 9 December <strong>2010</strong>.<br />
3<br />
The deferred units totaling 207,002,170 units have been issued in six equal half-yearly instalments, with the first instalment issued on 9 June 2008 and the last instalment<br />
issued on 9 December <strong>2010</strong>. The deferred units were issued at the <strong>Suntec</strong> <strong>REIT</strong> initial public offering price of S$1.00 per unit. The "Fully Diluted DPU" illustrates the pro-<strong>for</strong>ma<br />
DPU assuming that all the deferred units had been issued on 9 December 2004.<br />
Consolidated Balance Sheet as at 31 Dec <strong>2010</strong> 31 DEC 2009<br />
Investment Properties S$4,452.0m S$4,202.0m<br />
Interest In Jointly Controlled Entities 1 S$2,039.7m S$ 881.0m<br />
Total Assets S$6,652.1m S$5,169.9m<br />
Debt At Amortised Cost S$2,554.6m S$1,721.7m<br />
Total Liabilities S$2,667.4m S$1,842.0m<br />
Unitholders’ Funds S$3,984.6m S$3,327.9m<br />
Net Asset Value Per Unit S$1.80 S$1.78<br />
Debt-to-Asset Ratio 2 38.4% 33.3%<br />
Notes:<br />
1<br />
Arising from the acquisition of a one-third interest in One Raffles Quay through the purchase of the entire issued share capital of Comina Investment Limited in 2007, the<br />
acquisition of a 20 percent interest in <strong>Suntec</strong> Singapore International Convention & Exhibition Centre through the its wholly-owned subsidiary <strong>Suntec</strong> Harmony Pte. Ltd.<br />
in 2009 and the acquisition of a one-third interest in the Marina Bay Financial Centre Towers 1 and 2 and the Marina Bay Link Mall through the purchase of one-third of<br />
the issued share capital of BFC Development Pte. Ltd. in <strong>2010</strong>.<br />
2<br />
Based on debt at amortised cost. <strong>Suntec</strong> <strong>REIT</strong>’s “Aggregate Leverage Ratio”, which refers to the ratio of the value of borrowings (inclusive of proportionate share of<br />
borrowings of jointly controlled entities) and deferred payments (if any) to the value of the Deposited Property in accordance with Appendix 2 of the Code on Collective<br />
Investments Schemes issued by the Monetary Authority of Singapore was 40.4% and 34.6% as at 31 December <strong>2010</strong> and 31 December 2009 respectively.<br />
STRONG GROWTH AND PERFORMANCE TRACK RECORD SINCE LISTING<br />
S$ b<br />
Assets Under Management<br />
S$ m<br />
Income Available <strong>for</strong> Distribution<br />
8.0<br />
7.0<br />
7.0<br />
200<br />
167.7<br />
189.6<br />
182.5<br />
6.0<br />
5.0<br />
4.0<br />
3.0<br />
2.0<br />
2.2 2.3<br />
3.2<br />
4.6<br />
5.4<br />
5.2<br />
150<br />
100<br />
50<br />
87.1<br />
99.8<br />
122.1<br />
1.0<br />
0<br />
Dec 04 Sep 05 Sep 06 Sep 07 Dec 08 Dec 09 Dec 10<br />
0<br />
<strong>FY</strong> 2005 <strong>FY</strong> 2006 <strong>FY</strong> 2007 <strong>FY</strong> 2008 <strong>FY</strong> 2009 <strong>FY</strong> <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
9<br />
Unit Per<strong>for</strong>mance<br />
Unit Per<strong>for</strong>mance as at 1 <strong>2010</strong> 2009 2008 2007 2006<br />
Last Done Unit Price S$1.50 S$1.35 S$0.71 S$1.71 S$1.82<br />
Highest Unit Price S$1.56 S$1.37 S$1.69 S$2.10 S$1.82<br />
Lowest Unit Price S$1.23 S$0.495 S$0.575 S$1.55 S$1.08<br />
Market Capitalisation 2 (m) S$3,308 S$2,426 S$1,116 S$2,542 S$2,588<br />
Traded Volume <strong>for</strong> the Financial Year (m) 1,618 2,244 1,782 2,149 1,198<br />
Notes:<br />
1<br />
Unit per<strong>for</strong>mance statistics are <strong>for</strong> the financial years ended 31 December.<br />
2<br />
Based on 1,422 million units, 1,487 million units, 1,571 million units, 1,797 million units and 2,205 million units in issue as at 31 December 2006, 2007, 2008, 2009<br />
and <strong>2010</strong> respectively.<br />
Comparative Yield Statistics (%)<br />
<strong>for</strong> the Financial Year <strong>2010</strong> 2009 2008 2007 2006<br />
Traded Yield (based on DPU 1 ) 6.57 8.67 15.53 4.95 4.15<br />
Traded Yield (based on Fully Diluted DPU 1,2 ) 6.40 8.09 13.84 4.33 3.59<br />
Singapore Government 10-Year Bond 3 2.71 2.66 2.05 2.68 3.05<br />
Notes:<br />
1<br />
Based on the last done unit price (as stated in the table above) and the full year DPU based on the period from 1 January to 31 December. Calculations were based on a DPU<br />
of 7.56 cents, 8.47 cents, 11.02 cents, 11.70 cents and 9.86 cents, and a Fully Diluted DPU of 6.53 cents, 7.40 cents, 9.83 cents, 10.92 cents and 9.61 cents <strong>for</strong> <strong>FY</strong> 2006, <strong>FY</strong> 2007,<br />
<strong>FY</strong> 2008, <strong>FY</strong> 2009 and <strong>FY</strong> <strong>2010</strong> respectively.<br />
2<br />
The deferred units totaling 207,002,170 units have been issued in six equal half-yearly instalments, with the first instalment issued on 9 June 2008 and the last instalment issued<br />
on 9 December <strong>2010</strong>. The deferred units were issued at the <strong>Suntec</strong> <strong>REIT</strong> initial public offering price of S$1.00 per unit. The "Fully Diluted DPU" illustrates the pro-<strong>for</strong>ma DPU<br />
assuming that all the deferred units had been issued on 9 December 2004.<br />
3<br />
As at 31 December <strong>for</strong> the respective financial years.<br />
As at 31 December <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong>’s unit price stood at S$1.50, with a market capitalisation of S$3.3 billion. <strong>Suntec</strong> <strong>REIT</strong>’s<br />
<strong>FY</strong> <strong>2010</strong> DPU yield of 6.57% has also outper<strong>for</strong>med the Singapore Government 10-year bond yield at 2.71%. As at end<br />
<strong>FY</strong> <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong> unitholders would have achieved an average annual return of 14.7% since listing. As one of Singapore’s<br />
most liquid listed <strong>REIT</strong>s, the overall traded volume was 1,618 million units <strong>for</strong> the 12 months ended 31 December <strong>2010</strong>.<br />
As at 31 December <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong> is a constituent member of major global indices such as the FTSE NA<strong>REIT</strong>/EPRA Global<br />
Real Estate Index and the Global Property Research (GPR) 250 Index series. It is also a constituent of the FTSE Straits Times<br />
Mid Cap Index (“FSSTI Index”) and FTSE Straits Times Real Estate Index (“FSTRE Index”) in Singapore. <strong>Suntec</strong> <strong>REIT</strong>’s unit price<br />
per<strong>for</strong>mance has marginally outper<strong>for</strong>med both Singapore market indices in <strong>FY</strong> <strong>2010</strong>, at 111% index value compared with<br />
110% and 108% <strong>for</strong> the FSSTI Index and FSTRE Index respectively as at 31 December <strong>2010</strong>.<br />
Relative per<strong>for</strong>mance indices <strong>for</strong> the financial year <strong>2010</strong><br />
Index Value (base 100%)<br />
120%<br />
110%<br />
100%<br />
90%<br />
80%<br />
Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Jul 10 Aug 10 Sep 10 Oct 10 Nov 10 Dec 10<br />
<strong>Suntec</strong> <strong>REIT</strong><br />
FSSTI Index<br />
FSTRE Index
10<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
11<br />
Dedicated to create lasting value<br />
and generate sustainable returns
12<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Board of Directors<br />
CHIU KWOK HUNG, JUSTIN<br />
Chairman and Director<br />
Mr. Chiu Kwok Hung, Justin is the<br />
Chairman of the Manager. He is also the<br />
Chairman and Non-executive Director of<br />
ARA Asset Management Limited (“ARA”),<br />
the holding company of the Manager,<br />
the Chairman of ARA Asset Management<br />
(Fortune) Limited (the ”manager of<br />
Fortune <strong>REIT</strong>”) and the Chairman of ARA<br />
Asset Management (Prosperity) Limited<br />
(the ”manager of Prosperity <strong>REIT</strong>”). ARA<br />
is listed on Singapore Exchange Securities<br />
Trading Limited (the ”SGX-ST”), Fortune<br />
<strong>REIT</strong> is dual-listed on SGX-ST and the Main<br />
Board of The Stock Exchange of Hong<br />
Kong Limited (”SEHK”), and Prosperity<br />
<strong>REIT</strong> is listed on the Main Board of SEHK.<br />
Mr. Chiu is also a Director of ARA Fund<br />
Management (Asia Dragon) Limited as<br />
the manager of the ARA Asia Dragon<br />
Fund. Mr. Chiu is a member of the 11 th<br />
Shanghai Committee of the Chinese<br />
People's Political Consultative Conference<br />
of the People's Republic of China, a Fellow<br />
of The Hong Kong Institute of Directors,<br />
a Fellow of Hong Kong Institute of Real<br />
Estate Administrators and a member of<br />
the Board of Governors of Hong Kong<br />
Baptist University Foundation.<br />
Mr. Chiu has more than 30 years of<br />
international experience in real estate<br />
in Hong Kong and various countries<br />
and is one of the most respected<br />
professionals in the property industry<br />
in Asia. Mr. Chiu is an Executive Director<br />
of Cheung Kong (Holdings) Limited<br />
(“Cheung Kong”), a company listed on<br />
the Main Board of SEHK. He joined<br />
Cheung Kong in 1997 and has been an<br />
Executive Director since 2000, heading<br />
the real estate sales, marketing and<br />
property management teams. Prior to<br />
joining Cheung Kong, Mr. Chiu was with<br />
Sino Land Company Limited from 1994<br />
to 1997 and Hang Lung Development<br />
Company, Limited (now known as Hang<br />
Lung Group Limited) from 1979 to 1994<br />
responsible <strong>for</strong> the leasing and property<br />
management in both companies. Both<br />
Sino Land Company Limited and Hang<br />
Lung Group Limited are listed on the<br />
Main Board of SEHK.<br />
Mr. Chiu holds Bachelor degrees in<br />
Sociology and Economics from Trent<br />
University in Ontario, Canada.<br />
LIM HWEE CHIANG, JOHN<br />
Director<br />
Mr. Lim is a Director of the Manager.<br />
He is also the Group Chief Executive<br />
Officer and an Executive Director of<br />
ARA, the holding company of the<br />
Manager, which is listed on the SGX-ST.<br />
He has been the Group Chief Executive<br />
Officer and a Director of ARA since<br />
its establishment in 2002. He is also a<br />
Director of the manager of Fortune <strong>REIT</strong>,<br />
the manager of Prosperity <strong>REIT</strong>, Am ARA<br />
<strong>REIT</strong> Managers Sdn Bhd, the manager of<br />
Malaysia-listed AmFIRST <strong>REIT</strong>, ARA-CWT<br />
Trust Management (Cache) Limited,<br />
the manager of Singapore-listed Cache<br />
Logistics Trust and the Chairman of APM<br />
Property Management Pte. Ltd., <strong>Suntec</strong><br />
Singapore International Convention<br />
& Exhibition Services Pte. Ltd and the<br />
management council of Management<br />
Corporation Strata Title Plan No. 2197<br />
(<strong>Suntec</strong> City). In addition, Mr. Lim is an<br />
Independent Director and member of<br />
the audit committee of Singapore-listed<br />
Teckwah Industrial Corporation Limited.<br />
He is also the Vice President of the Hong<br />
Kong-Singapore Business Association,<br />
the Senior Vice President of the Asian<br />
Public Real Estate Association, a council<br />
member of the Singapore Chinese<br />
Chamber of Commerce & Industry and a<br />
member of the Valuation Review Board<br />
of the Ministry of Finance of Singapore.<br />
Mr. Lim has close to 30 years of experience<br />
in real estate. Prior to founding ARA,<br />
from 1997 to 2002, he was an Executive<br />
Director of GRA (Singapore) Pte. Ltd., a<br />
wholly-owned subsidiary of Prudential<br />
(US) Real Estate Investors. From 1996 to<br />
1997, he founded and was the Managing<br />
Director of The Land Managers (S)<br />
Pte. Ltd., a Singapore-based property<br />
and consulting firm specialising in<br />
feasibility studies, marketing and leasing<br />
management in Singapore, Hong Kong<br />
and China. He was the General Manager<br />
of the Singapore Labour Foundation<br />
Management Services Pte. Ltd. from<br />
1991 to 1995, and was with DBS Land<br />
Limited (now part of CapitaLand<br />
Limited) from 1981 to 1990.<br />
Mr. Lim holds a Bachelor of Engineering<br />
(First Class Honours) in Mechanical<br />
Engineering, a Master of Science in<br />
Industrial Engineering, as well as a<br />
Diploma in Business Administration,<br />
each from the National University<br />
of Singapore.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
13<br />
IP TAK CHUEN, EDMOND<br />
Director<br />
Mr. Ip Tak Chuen, Edmond is a Director of<br />
the Manager. He is also a Non-executive<br />
Director of ARA, the holding company<br />
of the Manager, and a Director of the<br />
manager of Fortune <strong>REIT</strong>. ARA is listed<br />
on SGX-ST and Fortune <strong>REIT</strong> is duallisted<br />
on SGX-ST and the Main Board<br />
of SEHK.<br />
Mr. Ip has been an Executive Director<br />
of Cheung Kong since 1993 and<br />
Deputy Managing Director since 2005,<br />
responsible <strong>for</strong> overseeing all financial<br />
and treasury functions of Cheung Kong<br />
and its subsidiaries, particularly in the<br />
fields of corporate and project finance.<br />
He has been an Executive Director of<br />
Cheung Kong Infrastructure Holdings<br />
Limited (“CK Infrastructure”) since<br />
its incorporation in 1996 and Deputy<br />
Chairman since 2003, and the Senior Vice<br />
President and Chief Investment Officer<br />
of CK Life Sciences Int’l., (Holdings)<br />
Inc. (“CK Life Sciences”) since 2002. He<br />
oversees matters relating to corporate<br />
finance, strategic acquisition and<br />
investment of both CK Infrastructure<br />
and CK Life Sciences. Mr. Ip is also a<br />
Non-executive Director of TOM Group<br />
Limited (“TOM”), AVIC International<br />
Holding (HK) Limited ("AVIC"), Excel<br />
Technology International Holdings<br />
Limited ("Excel"), Ruinian International<br />
Limited ("Ruinian") and Shougang<br />
Concord International Enterprises<br />
Company Limited ("Shougang").<br />
Cheung Kong, CK Infrastructure, CK<br />
Life Sciences, TOM, AVIC, Ruinian and<br />
Shougang are listed on the Main Board<br />
of SEHK. Excel is listed on the Growth<br />
Enterprise Market (GEM) of SEHK. Prior<br />
to joining Cheung Kong, Mr. Ip held a<br />
number of senior financial positions<br />
in major financial institutions and<br />
has extensive experience in the Hong<br />
Kong financial market covering diverse<br />
activities such as banking, capital<br />
markets, corporate finance, securities<br />
brokerage and portfolio investments.<br />
Mr. Ip holds a Bachelor of Arts degree<br />
in Economics and a Master of Science<br />
degree in Business Administration.<br />
TAN KIAN CHEW<br />
Independent Director<br />
Mr. Tan is an Independent Director<br />
and Chairman of the audit committee<br />
of the Manager. He is currently the<br />
Group Chief Executive Officer of NTUC<br />
FairPrice. He served in the Republic<br />
of Singapore’s Navy from 1976 to<br />
1983 and held the position of head<br />
of naval operations from 1980 – 1983.<br />
He left the Navy to join the Singapore<br />
Government’s elite Administrative<br />
Service in 1983 and served in the<br />
Ministry of Trade and Industry. At that<br />
time he was also appointed to the<br />
board of directors of NTUC FairPrice<br />
Co-operative Ltd. In 1988, he was<br />
posted to the Prime Minister’s Office<br />
where he served as the Principal Private<br />
Secretary to the then Deputy Prime<br />
Minister, Mr. Ong Teng Cheong.<br />
Mr. Tan left the Administrative Service<br />
to join NTUC FairPrice in 1992 as its<br />
Assistant General Manager and was<br />
subsequently promoted to Chief<br />
Executive Officer in 1997.<br />
Mr. Tan obtained an Honours degree (First<br />
Class) in Mechanical Engineering from<br />
the University of Aston in Birmingham,<br />
UK. He has also completed the Advance<br />
Management Program at Harvard<br />
University in 2000. Mr. Tan was awarded<br />
a SAF (Overseas) Scholarship in 1972<br />
and was a recipient of the Singapore<br />
Public Administration Medal (Silver)<br />
in 1991.
14<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Board of Directors<br />
SNG SOW MEI (ALIAS POON SOW MEI)<br />
Independent Director<br />
Mrs. Sng is an Independent Director<br />
and member of the audit committee of<br />
the Manager. Mrs. Sng, who has been<br />
appointed as the Independent Nonexecutive<br />
Director and member of the audit<br />
committee of Cheung Kong Infrastructure<br />
Limited, is also an Independent Director<br />
and member of the audit committee of<br />
the manager of Fortune <strong>REIT</strong>, the manager<br />
of Prosperity <strong>REIT</strong>, a Director of Hutchison<br />
Port Holdings Management Pte. Limited<br />
and a Director of INFA Systems Ltd, a<br />
subsidiary of Singapore Technologies<br />
Electronics Ltd. Since 2001, she has been<br />
the Senior Consultant (International<br />
Business) of Singapore Technologies<br />
Electronics Ltd. Concurrently she is the<br />
Advisor of InfoWave Pte Ltd.<br />
Prior to her appointments with Singapore<br />
Technologies Pte Ltd, where she was<br />
Director, Special Projects (North East Asia)<br />
in 2000 and a Consultant in 2001, Mrs. Sng<br />
was the Managing Director of CapitaLand<br />
Hong Kong Ltd <strong>for</strong> investment in Hong<br />
Kong and the region including Japan and<br />
Taiwan. In Hong Kong from 1983 to 1997,<br />
Mrs. Sng was the Centre Director and<br />
then Regional Director of the Singapore<br />
Economic Development Board and Trade<br />
Development Board respectively. She<br />
was Singapore’s Trade Commissioner in<br />
Hong Kong from 1990 to 1997.<br />
Mrs. Sng, with a Bachelor of Arts<br />
degree from the Nanyang University of<br />
Singapore, has wide experience in various<br />
fields of industrial investment, business<br />
development, strategic and financial<br />
management, especially in property<br />
investment and management. In 1996,<br />
Mrs. Sng was conferred the title of PPA(P)<br />
– Pingat Pentadbiran Awam (Perak),<br />
the Singapore Public Administration<br />
Medal (Silver).<br />
LIM LEE MENG<br />
Independent Director<br />
Mr. Lim is an Independent Director and<br />
member of the audit committee of<br />
the Manager. He is currently a Senior<br />
Partner of RSM Chio Lim LLP, a member<br />
firm of RSM International. Mr. Lim<br />
is also an Independent Director of<br />
Teckwah Industrial Corporation Ltd<br />
(“Teckwah”), Datapulse Technology<br />
Limited (“Datapulse”), Tye Soon Ltd,<br />
Europtronic Group Ltd (“Europtronic”)<br />
and the manager of Fortune <strong>REIT</strong>. He<br />
also serves as the Chairman of the<br />
audit committee of each of Teckwah,<br />
Datapulse, Europtronic and the manager<br />
of Fortune <strong>REIT</strong>.<br />
Mr. Lim is a practising member of the<br />
Institute of Certified Public Accountants<br />
of Singapore, an associate member of<br />
the Institute of Chartered Secretaries<br />
and Administrators and a member of<br />
the Singapore Institute of Directors.<br />
He is also the Chairman of Yio Chu Kang<br />
Citizen Consultative Committee and the<br />
Chairman of the finance committee of<br />
Ang Mo Kio - Yio Chu Kang Town Council.<br />
Mr. Lim graduated from the Nanyang<br />
University of Singapore with a Bachelor of<br />
Commerce (Accountancy) degree in May<br />
1980. He also has a Master of Business<br />
Administration degree from the University<br />
of Hull (1992), a Diploma in Business Law<br />
from the National University of Singapore<br />
(1989) and an ICSA qualification from the<br />
Institute of Chartered Secretaries and<br />
Administrators.<br />
CHEN WEI CHING, VINCENT<br />
Independent Director<br />
Mr. Chen is an Independent Director and<br />
member of the audit committee of the<br />
Manager. Mr. Chen has been managing<br />
his personal and family investments since<br />
1993, and has been an Independent<br />
Director of Transpac Industrial Holdings<br />
Ltd since 2003, currently serving as<br />
Chairman of the audit committee and<br />
Chairman of the nominating committee.<br />
Mr. Chen has more than 20 years of<br />
experience in the banking and finance<br />
industry, having spent 17 years with the<br />
First National Bank of Chicago, Bank<br />
of America, and Banque Francaise du<br />
Commerce Exterieur, and subsequently<br />
co-founded a financial consulting firm<br />
in 1988.<br />
Mr. Chen holds a Bachelor of Science<br />
degree in Industrial Engineering from<br />
Cornell University, and a Master of<br />
Business Administration degree from the<br />
University of Pennsylvania.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
15<br />
CHOW WAI WAI, JOHN<br />
Non-executive Director<br />
Mr. Chow is a Non-executive Director<br />
of the Manager. He is currently the<br />
Managing Director of Hong Konglisted<br />
Winsor Properties Holdings<br />
Limited, which has operations in Hong<br />
Kong, China and Singapore. He is<br />
also the Managing Director of Winsor<br />
Industrial Corporation Limited, which<br />
has international operations spanning<br />
countries in the US, Europe and Asia,<br />
and he holds directorships in the various<br />
subsidiaries and associated companies of<br />
the Winsor companies. He is an Executive<br />
Director of Hong Kong-listed Wing Tai<br />
Properties Limited and is also a Nonexecutive<br />
Director of Hong Kong-listed<br />
Dah Sing Financial Holdings Limited.<br />
Mr. Chow has more than 30 years of<br />
experience in the property, textile and<br />
clothing businesses. He has served as<br />
Chairman of the Hong Kong Garment<br />
Manufacturers Association and as a<br />
member of the Textile Advisory Board of<br />
the Hong Kong Government.<br />
Mr. Chow received his Bachelor of Arts<br />
(Economics) degree from the University<br />
of British Columbia.<br />
YEO SEE KIAT<br />
Director and Chief Executive Officer<br />
Mr. Yeo is the Chief Executive Officer and<br />
an Executive Director of the Manager.<br />
Mr. Yeo has more than 30 years of<br />
experience in the real estate industry,<br />
managing and overseeing various projects<br />
with Hwa Hong Corporation Limited, The<br />
Wharf Group, Parkway Holdings Limited,<br />
and CapitaLand Limited. He has held<br />
senior management positions over the<br />
last 20 years. Mr. Yeo started his career<br />
in Turquand Young (now Ernst & Young)<br />
and was with the firm from 1976 to 1980.<br />
Mr. Yeo holds a Bachelor of Accountancy<br />
from the University of Singapore and a<br />
Graduate Diploma in Management<br />
Studies from the Singapore Institute of<br />
Management. He is also a fellow of the<br />
Institute of Certified Public Accountants<br />
of Singapore.<br />
Ma Lai Chee, Gerald<br />
Alternate Director<br />
Mr. Ma is an Alternate Director to Mr. Ip<br />
Tak Chuen, Edmond, a Director of the<br />
Manager and the manager of Fortune<br />
<strong>REIT</strong>. He is also a Director of AMTD<br />
Financial Planning Limited, iBusiness<br />
Corporation Limited, CK Communications<br />
Limited, Beijing Net-Infinity Technology<br />
Development Company Limited and<br />
mReferral Corporation (HK) Limited.<br />
He also serves as a Non-executive<br />
Director of the manager of Prosperity<br />
<strong>REIT</strong>, and is an Alternate Director to<br />
Mr. Dominic Lai, Non-executive Director<br />
of Hutchison Telecommunications Hong<br />
Kong Holdings Limited.<br />
Mr. Ma is currently Director, Corporate<br />
Strategy Unit and Chief Manager,<br />
Corporate Business Development at<br />
Cheung Kong. He has over 21 years<br />
of experience in banking, investment<br />
and portfolio management, real estate<br />
development and marketing, as well<br />
as managing IT related ventures and<br />
services. He is a member of the Hospitality<br />
Services Committee of Caritas Hong<br />
Kong and a member of the Finance<br />
Committee of The Scout Association of<br />
Hong Kong. He is also a member of the<br />
President’s Circle of the University of<br />
British Columbia, Canada (“UBC”) and a<br />
member of the Dean’s advisory board <strong>for</strong><br />
the Faculty of Arts of UBC.<br />
Mr. Ma holds a Bachelor of Commerce<br />
degree in Finance and a Master of Arts<br />
degree in Global Business Management.
16<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
driven to per<strong>for</strong>m
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
17<br />
drive
18<br />
<strong>Suntec</strong> reit<br />
annual report <strong>2010</strong><br />
ARA Trust Management (<strong>Suntec</strong>) Limited<br />
Management Team<br />
Onsite photography at rooftop of <strong>Suntec</strong> Tower Four with One Raffles Quay<br />
and Marina Bay Financial Centre in the background.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
19<br />
From left to right<br />
Janice Phoon - Manager, Asset Management<br />
Elaine Leong - Senior Accountant, Finance<br />
Tan Cheng Cheng - Assistant Manager, Finance<br />
Ng Ee San - Senior Manager, Finance<br />
Richard Tan - Director, Finance<br />
Yeo See Kiat - Chief Executive Officer<br />
Yip Kam Thai - Chief Operating Officer<br />
Marilyn Tan - Manager, Investor Relations<br />
Julia Koh - Manager, Special Projects<br />
Lim Kim Loon - Manager, Asset Management<br />
Chan Chuey Leng - Manager, Asset Management<br />
Jaclyn Chan - Senior Manager, Asset Management
20<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
ARA Trust Management (<strong>Suntec</strong>) Limited<br />
Management Team<br />
Yeo See Kiat<br />
Chief Executive Officer<br />
Mr. Yeo is responsible <strong>for</strong> the<br />
per<strong>for</strong>mance and direction of <strong>Suntec</strong><br />
<strong>REIT</strong>. He leads his team of managers<br />
to achieve the key mission of creating,<br />
adding and delivering premium value to<br />
all stakeholders of <strong>Suntec</strong> <strong>REIT</strong>.<br />
With single-minded focus, he leads<br />
and supports his team of experienced<br />
professionals with a passion and drive<br />
to deliver.<br />
His experience is highlighted in the<br />
section on the Board of Directors.<br />
Yip Kam Thai<br />
Chief Operating Officer<br />
Mr. Yip assists the Chief Executive Officer<br />
on operational matters pertaining to<br />
<strong>Suntec</strong> <strong>REIT</strong>, including asset management,<br />
investment, investor relations and asset<br />
enhancement initiatives.<br />
Mr. Yip has been with the real estate<br />
industry since 1993, and has been with<br />
the ARA Group (“ARA”) since 2004.<br />
Within ARA, he has held various senior<br />
positions in the listed <strong>REIT</strong>s and funds<br />
under management, including Executive<br />
Director of the manager of Fortune <strong>REIT</strong>,<br />
and Acting Chief Executive Officer of<br />
the manager of Prosperity <strong>REIT</strong>. Prior to<br />
his current appointment, he was based<br />
in Hong Kong as the Director and Head<br />
of Asset Management, as well as the<br />
China and Hong Kong Representative<br />
<strong>for</strong> the ARA Asia Dragon Fund.<br />
Mr. Yip holds a Bachelor of Science<br />
(Honours) Degree in Estate Management<br />
from the National University of Singapore.<br />
Richard Tan<br />
Director, Finance<br />
Mr. Tan heads the finance team and<br />
assists the Chief Executive Officer on all<br />
accounting, finance treasury and capital<br />
management functions <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong>.<br />
Mr. Tan has more than 30 years of<br />
financial management experience in<br />
the banking and IT industries. Prior to<br />
joining the Manager, Mr. Tan was a<br />
Vice President with Wearnes Group,<br />
and previous to that, he was Finance<br />
Director and Business Manager <strong>for</strong><br />
South East Asia in Hewlett-Packard Sales<br />
& Marketing Division.<br />
Mr. Tan also held various senior<br />
positions both in the banking industry<br />
in Singapore and Hong Kong <strong>for</strong><br />
over 18 years. He was the Regional<br />
Finance Director in Schroders and was<br />
the Country Operations Manager <strong>for</strong><br />
American Express Bank Singapore and a<br />
Hong Kong-based investment bank.<br />
Mr. Tan holds a Bachelor of Accountancy<br />
Degree from the University of Singapore.<br />
Jaclyn Chan<br />
Senior Manager, Asset Management<br />
Ms. Chan is a member of the Asset<br />
Management team and assists the Chief<br />
Operating Officer in the monitoring of<br />
the per<strong>for</strong>mance of the assets within the<br />
existing portfolio, and in strategising<br />
and implementing asset enhancement<br />
initiatives.<br />
Ms. Chan has more than 20 years of real<br />
estate experience in areas of property<br />
management and maintenance,<br />
marketing and lease management<br />
of commercial and retail properties.<br />
Prior to joining the Manager, she was<br />
the Centre Manager of a shopping<br />
mall under the management of<br />
CapitaLand Retail Management Pte<br />
Ltd where she was responsible <strong>for</strong><br />
the day-to-day management of the<br />
mall, including leasing, marketing,<br />
operations, asset enhancement and its<br />
financial per<strong>for</strong>mance. She previously<br />
held positions as Vice President of the<br />
Property Department at The Great<br />
Eastern Life Assurance Co Limited,<br />
Marketing Manager of SLF Management<br />
Services Pte Ltd and a Planner with the<br />
Development Control Division of Urban<br />
Redevelopment Authority.<br />
Ms. Chan holds a Bachelor of Science<br />
(Honours) Degree in Estate Management<br />
from the National University of Singapore.<br />
Ng Ee San<br />
Senior Manager, Finance<br />
Ms. Ng is a member of the Finance team,<br />
responsible <strong>for</strong> the finances of <strong>Suntec</strong><br />
<strong>REIT</strong> and provides support in areas of<br />
secretariat compliance, taxation and<br />
treasury.<br />
Ms. Ng has more than 12 years of<br />
experience in accounting and finance.<br />
Prior to joining the Manager, she was<br />
the Finance Manager at Ascott Residence<br />
Trust Management Limited, the Manager<br />
of Ascott Residence Trust. She was<br />
also previously an Accountant at Wing<br />
Tai Holdings Limited and The Hour<br />
Glass Limited, and had held various<br />
positions with PSA Corporation Limited<br />
and Deloitte And Touche.<br />
Ms. Ng holds a Bachelor of Accountancy<br />
(Accounting) Degree from Nanyang<br />
Technological University, Singapore,<br />
and is a Certified Public Accountant.<br />
Janice Phoon<br />
Manager, Asset Management<br />
Ms. Phoon is a member of the Asset<br />
Management team, responsible <strong>for</strong><br />
overseeing and driving the per<strong>for</strong>mance<br />
of the office portfolio of <strong>Suntec</strong> <strong>REIT</strong>.<br />
Ms. Phoon has more than 15 years of<br />
experience in marketing and leasing.<br />
Prior to joining the Manager, she was<br />
the Assistant Marketing Manager of<br />
Riverwalk Promenade Pte Ltd where she<br />
played a key role in marketing and leasing<br />
the TradeMart Singapore complex.<br />
Ms. Phoon holds a Bachelor of<br />
Commerce Degree in Marketing and<br />
Management from Murdoch University,<br />
Western Australia and a Diploma in<br />
Building Management from Ngee Ann<br />
Polytechnic, Singapore.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
21<br />
Chan Chuey Leng<br />
Manager, Asset Management<br />
Ms. Chan is a member of the Asset<br />
Management team, responsible <strong>for</strong><br />
monitoring the per<strong>for</strong>mance of the retail<br />
assets and overseeing the advertising<br />
and promotional activities and branding<br />
initiatives of the retail portfolio.<br />
Ms. Chan has more than 15 years of<br />
experience in marketing and leasing<br />
of commercial, retail, industrial and<br />
residential properties. Prior to joining<br />
the Manager, she was the Marketing and<br />
Leasing Manager at Cathay Cineleisure<br />
International Pte Ltd. She was previously<br />
the Assistant Marketing Manager with<br />
Tuan Sing Holdings Limited and prior<br />
to that, was the Assistant Marketing<br />
Manager with Riverwalk Promenade<br />
Pte Ltd.<br />
Ms. Chan holds a Bachelor of Science<br />
(Honours) Degree in Estate Management<br />
from the National University of Singapore.<br />
Marilyn Tan<br />
Manager, Investor Relations<br />
Ms. Tan is responsible <strong>for</strong> overseeing the<br />
Investor Relations activities of <strong>Suntec</strong><br />
<strong>REIT</strong>. This includes facilitating the timely<br />
communication of quality in<strong>for</strong>mation to<br />
unitholders, potential investors and key<br />
stakeholders, and providing the Manager<br />
with key market updates. She also provides<br />
support to the Finance team.<br />
Ms. Tan has more than 10 years of work<br />
experience in the areas of investor<br />
relations and equities research in<br />
various sectors including the property<br />
sector. Prior to joining the Manager, she<br />
was an Associate Vice President with<br />
an independent research firm Amba<br />
Research Singapore, and had previously<br />
held an investor relations position with<br />
Keppel Land Limited.<br />
Ms. Tan holds a Bachelor of Business<br />
(Honours) Degree, (Financial Analysis)<br />
from Nanyang Technological University,<br />
Singapore.<br />
Lim Kim Loon<br />
Manager, Asset Management<br />
Ms. Lim is a member of the Asset<br />
Management team, responsible <strong>for</strong><br />
monitoring the per<strong>for</strong>mance of the<br />
retail assets, and in strategising and<br />
implementing asset enhancement<br />
initiatives.<br />
Ms. Lim has close to 15 years of real<br />
estate experience in areas of property<br />
management and maintenance,<br />
marketing and lease management of<br />
commercial and retail properties. Prior<br />
to joining the Manager, she was with<br />
CapitaLand Retail Management Pte<br />
Ltd where she was responsible <strong>for</strong> the<br />
day-to-day management of a shopping<br />
mall. Her responsibilities included<br />
the leasing, marketing, operations,<br />
asset enhancement and financial<br />
per<strong>for</strong>mance. She previously held<br />
positions as Manager of the Property<br />
Department at The Great Eastern Life<br />
Assurance Co Limited and Marketing<br />
Officer of SLF Management Services<br />
Pte Ltd.<br />
Ms. Lim holds a Bachelor of Science<br />
(Honours) Degree in Estate Management<br />
from the National University of Singapore.<br />
Julia Koh<br />
Manager, Special Projects<br />
Ms. Koh is a member of the Special<br />
Projects team who is involved in asset<br />
enhancement works, with more than 15<br />
years of working experience in Quantity<br />
Surveying and Project Management.<br />
Prior to joining the Manager, she<br />
was the Senior Project Executive at<br />
CapitaLand Retail Limited involving<br />
in the redevelopment of Clarke Quay,<br />
reconstruction of Sembawang Shopping<br />
Centre as well as the upgrading of<br />
LOT One Shoppers’ Mall. She was also<br />
the Senior Quantity Executive at Tiong<br />
Seng Contractor Limited involved in<br />
the construction of Guilin View<br />
Condominium.<br />
Ms. Koh holds a Diploma in Building<br />
(Quantity Surveying) from the Singapore<br />
Polytechnic.<br />
Tan Cheng Cheng<br />
Assistant Manager, Finance<br />
Ms. Tan is a member of the Finance<br />
team, assisting in managing the monthly<br />
accounts and preparation of financial<br />
statements and providing support<br />
in areas of secretariat compliance,<br />
taxation and treasury.<br />
Ms. Tan has more than 20 years of<br />
commercial/industrial experience.<br />
Prior to joining the Manager, she<br />
was the Accountant responsible <strong>for</strong><br />
the finance operations of propertyrelated<br />
subsidiaries of United Industrial<br />
Corporation Limited. Ms. Tan also<br />
previously held finance positions in Euro-<br />
Asia Realty Pte Ltd, JDC Holdings (S) Pte<br />
Ltd and Singapore Shipping Corporation<br />
Pte Ltd.<br />
Ms. Tan holds an ACCA Certificate (UK)<br />
and is a Certified Public Accountant.<br />
Elaine Leong<br />
Senior Accountant, Finance<br />
Ms. Leong is a member of the Finance<br />
team, assisting in managing the monthly<br />
accounts and preparation of financial<br />
statements and providing support in<br />
areas of secretariat compliance, taxation<br />
and treasury.<br />
Ms. Leong has over 4 years of experience<br />
in accounting and finance. Prior to<br />
joining the Manager, she was the<br />
Accountant at Mapletree Investments<br />
Pte Ltd where she was responsible <strong>for</strong><br />
the finance operations of its commercial<br />
property subsidiaries. She was also<br />
previously an Auditor with KPMG LLP.<br />
Ms. Leong holds a Bachelor of Business<br />
Management (Finance and Accounting)<br />
Degree from Singapore Management<br />
University and an ACCA Certificate (UK).
22<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Our single-minded focus<br />
to deliver premium value<br />
<strong>for</strong> our unitholders
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
23
24<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Manager’s <strong>Report</strong><br />
YEAR IN REVIEW<br />
<strong>Suntec</strong> <strong>REIT</strong> achieved a distribution<br />
income of S$182.5 million and<br />
distribution per unit ("DPU") of 9.859<br />
cents in the year ended December <strong>2010</strong><br />
(“<strong>FY</strong> <strong>2010</strong>”). In <strong>FY</strong> <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong><br />
acquired a one-third interest in the<br />
Marina Bay Financial Centre Towers 1<br />
and 2 and the Marina Bay Link Mall<br />
(the “MBFC Properties”), and secured<br />
a S$700 million term loan facility to<br />
prepay the S$575 million 3-year loan<br />
maturing in <strong>FY</strong> 2012, and to refinance<br />
part of the S$400 million club loan<br />
maturing in <strong>FY</strong> 2011.<br />
As at end <strong>FY</strong> <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong>’s<br />
assets under management has grown<br />
to approximately S$7.0 billion,<br />
underpinned by a strong 2.4 million sq ft<br />
office portfolio and 1.1 million sq ft retail<br />
portfolio strategically located in the heart<br />
of Singapore’s central business district.<br />
FINANCIAL PERFORMANCE<br />
<strong>Suntec</strong> <strong>REIT</strong> achieved gross revenue of<br />
S$249.5 million in <strong>FY</strong> <strong>2010</strong>, a marginal<br />
decline of 1.4% compared to the<br />
corresponding period in 2009 (“<strong>FY</strong> 2009”).<br />
Office revenue achieved <strong>for</strong> <strong>FY</strong> <strong>2010</strong> was<br />
S$117.7 million, a dip of 0.3% compared<br />
to <strong>FY</strong> 2009, whilst retail revenue achieved<br />
was S$131.8 million, which was 2.5%<br />
lower than in <strong>FY</strong> 2009.<br />
In terms of revenue contribution<br />
by asset, <strong>Suntec</strong> City contributed<br />
S$216.7 million in gross revenue in <strong>FY</strong><br />
<strong>2010</strong>, whilst Park Mall and Chijmes<br />
contributed S$22.5 million and S$10.3<br />
million respectively.<br />
The net property income achieved in<br />
<strong>FY</strong> <strong>2010</strong> was S$193.1 million, up 0.4%<br />
compared to <strong>FY</strong> 2009.<br />
GROSS Revenue<br />
Contribution by Asset<br />
<strong>FY</strong> <strong>2010</strong><br />
<strong>Suntec</strong> City 86.9%<br />
Park Mall 9.0%<br />
Chijmes 4.1%<br />
Net Property Income<br />
Contribution by Asset<br />
<strong>FY</strong> <strong>2010</strong><br />
<strong>Suntec</strong> City 87.7%<br />
Park Mall 8.6%<br />
Chijmes 3.7%<br />
The income contribution from the jointly<br />
controlled entities achieved <strong>for</strong> <strong>FY</strong> <strong>2010</strong><br />
was S$45.3 million. This comprised the<br />
income contribution of S$40.6 million<br />
from the one-third interest in One Raffles<br />
Quay, S$2.2 million from the 20 percent<br />
interest in <strong>Suntec</strong> Singapore International<br />
Convention and Exhibition Centre and<br />
S$2.5 million from the one-third interest<br />
in the MBFC Properties which was<br />
acquired on 9 December <strong>2010</strong>.<br />
The income available <strong>for</strong> distribution<br />
achieved <strong>for</strong> <strong>FY</strong> <strong>2010</strong> was S$182.5<br />
million, 3.8% lower year-on-year. The<br />
DPU achieved <strong>for</strong> <strong>FY</strong> <strong>2010</strong> amounted<br />
to 9.859 cents, which translated to an<br />
annual yield of 6.57% <strong>for</strong> the year.<br />
On 9 December <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong><br />
issued 34,500,360 units in <strong>Suntec</strong> <strong>REIT</strong><br />
to <strong>Suntec</strong> City Development Pte Ltd, the<br />
last of six instalments of deferred units<br />
in <strong>Suntec</strong> <strong>REIT</strong> in part satisfaction of the<br />
purchase consideration <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong>’s<br />
initial portfolio of properties in its initial<br />
public offering.<br />
Property PORTFOLIO AUM<br />
On 9 December <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong><br />
successfully acquired a one-third interest<br />
in the MBFC Properties at a purchase<br />
price of S$1,495.8 million. The MBFC<br />
Properties were acquired with income<br />
support from the vendor amounting<br />
to S$113.9 million over a period of 60<br />
months, at a net property income yield<br />
of 4%.<br />
The MBFC Properties were valued at<br />
S$1,496 million and S$1,497 million by<br />
Knight Frank Pte Ltd and CB Richard Ellis<br />
(Pte) Ltd respectively. The valuations<br />
were based on the income capitalisation<br />
approach and discounted cash flow<br />
analysis.<br />
With the acquisition, <strong>Suntec</strong> <strong>REIT</strong>’s office<br />
portfolio net lettable area has increased<br />
from approximately 1.9 million sq ft<br />
to approximately 2.4 million sq ft, and<br />
its total assets under management<br />
(“AUM”) has increased to approximately<br />
S$7.0 billion as at 31 December <strong>2010</strong>,<br />
up from approximately S$5.2 billion<br />
in the preceding year. The net asset<br />
value stood at S$1.804 per unit as at<br />
31 December <strong>2010</strong>.<br />
Distribution per unIT <strong>FY</strong> <strong>2010</strong> <strong>FY</strong> 2009<br />
DPU 1 9.859 11.703<br />
Fully Diluted DPU 2 9.607 10.915<br />
Notes:<br />
1<br />
For <strong>FY</strong> 2009, DPU does not take into account 69,000,722 deferred units payable<br />
to <strong>Suntec</strong> City Development Pte Ltd, the remaining two equal instalments<br />
which were issued on 9 June <strong>2010</strong> and 9 December <strong>2010</strong>.<br />
2<br />
The deferred units totaling 207,002,170 units were issued in six equal half<br />
yearly instalments, with the first instalment issued on 9 June 2008 and the<br />
rest semi-annually thereafter. The deferred units were issued at the <strong>Suntec</strong><br />
<strong>REIT</strong> initial public offering price of S$1.00 per unit. The "Fully Diluted DPU"<br />
illustrates the pro-<strong>for</strong>ma DPU assuming that all the deferred units had been<br />
issued on 9 December 2004.<br />
Property 31 Dec 31 DEC<br />
Valuation (S$m) <strong>2010</strong> 2009<br />
<strong>Suntec</strong> City 1 3,980 3,750<br />
Park Mall 2 338 321<br />
Chijmes 1 134 131<br />
One Raffles Quay 3 1,023 934.9<br />
<strong>Suntec</strong> Singapore International<br />
Convention & Exhibition Centre 1 57.6 48<br />
MBFC Properties 4 1,511 –<br />
Total 7,043.6 5,184.9<br />
Notes:<br />
1<br />
Based on the valuation by Knight Frank Pte Ltd. <strong>Suntec</strong> Singapore International<br />
Convention & Exhibition Centre reflects the value of <strong>Suntec</strong> <strong>REIT</strong>'s 20 percent<br />
interest in the property.<br />
2<br />
Based on the valuation by CB Richard Ellis (Pte) Ltd.<br />
3<br />
Based on the valuation by Colliers International Consultancy & Valuation<br />
(Singapore) Pte Ltd, reflecting the value of <strong>Suntec</strong> <strong>REIT</strong>'s one-third interest in<br />
One Raffles Quay.<br />
4<br />
Based on the valuation by Knight Frank Pte Ltd, reflecting the value of <strong>Suntec</strong><br />
<strong>REIT</strong>'s one-third interest in the MBFC Properties.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
25<br />
Assets Under Management<br />
DEBT MATURITY PROFILE<br />
S$ b<br />
S$ m<br />
8.0<br />
900<br />
800<br />
700<br />
600<br />
500<br />
400<br />
300<br />
200<br />
100<br />
0<br />
7.0<br />
6.0<br />
5.0<br />
4.0<br />
3.0<br />
2.0<br />
1.0<br />
2.3<br />
3.2<br />
4.6<br />
5.4<br />
5.2<br />
7.0<br />
132.5<br />
<strong>FY</strong> 2011<br />
25<br />
200<br />
<strong>FY</strong> 2012<br />
50<br />
270<br />
350<br />
<strong>FY</strong> 2013<br />
773.5<br />
<strong>FY</strong> 2014<br />
331.5<br />
350<br />
<strong>FY</strong> 2015<br />
100<br />
<strong>FY</strong> 2016<br />
0<br />
Sep 05<br />
Sep 06 Sep 07 Dec 08 Dec 09 Dec 10<br />
<strong>FY</strong> 2011 - S$132.5m MTN<br />
<strong>FY</strong> 2012 - S$25m MTN<br />
<strong>FY</strong> 2012 - S$200m Term loan<br />
<strong>FY</strong> 2013 - S$50m Bi-lateral loan<br />
<strong>FY</strong> 2013 - S$270m Convertible loan<br />
<strong>FY</strong> 2013 - S$350m (from S$700m loan facility)<br />
<strong>FY</strong> 2014 - S$773.5m (from S$1.1b loan facility)<br />
<strong>FY</strong> 2015 - S$331.5m (from S$1.1b loan facility)<br />
<strong>FY</strong> 2015 - S$350m (from S$700m loan facility)<br />
<strong>FY</strong> 2016 - S$100m Term loan<br />
CAPITAL STRUCTURE<br />
<strong>Suntec</strong> <strong>REIT</strong>’s total debt stood at<br />
S$2,582.5 million, with a debt-toassets<br />
ratio and aggregate leverage of<br />
38.4% and 40.4% respectively as at 31<br />
December <strong>2010</strong>. The average all-in cost<br />
of <strong>Suntec</strong> <strong>REIT</strong>’s debt portfolio <strong>for</strong> <strong>FY</strong><br />
<strong>2010</strong> was 3.49%.<br />
On 4 October <strong>2010</strong>, <strong>Suntec</strong> <strong>REIT</strong> entered<br />
into a S$700 million term loan facility<br />
to prepay the S$575 million 3-year loan<br />
maturing in <strong>FY</strong> 2012, and to refinance<br />
part of the S$400 million club loan<br />
maturing in <strong>FY</strong> 2011. The new loan<br />
facility is secured by <strong>Suntec</strong> City Mall,<br />
and comprises a S$350 million 3-year<br />
loan and a S$350 million 5-year loan, at<br />
a blended all-in interest margin of 1.5%<br />
from a panel of nine banks.<br />
The S$700 million term loan facility was<br />
obtained at a lower interest margin<br />
which has further improved <strong>Suntec</strong> <strong>REIT</strong>’s<br />
overall financing cost and strengthened<br />
its debt maturity profile.<br />
On 9 December <strong>2010</strong> <strong>Suntec</strong> <strong>REIT</strong> raised<br />
approximately S$1.5 billion <strong>for</strong> the<br />
financing of the acquisition of the MBFC<br />
Properties. This comprised a S$1.105<br />
billion term loan facility entered into<br />
with Citibank, DBS Bank and Standard<br />
Chartered Bank, and gross proceeds<br />
of S$428.8 million raised through a<br />
private placement of 313 million new<br />
units in <strong>Suntec</strong> <strong>REIT</strong> at an issue price<br />
of S$1.37 per new unit in <strong>Suntec</strong> <strong>REIT</strong><br />
(“Private Placement”) carried out on<br />
29 November <strong>2010</strong>. The Private<br />
Placement was 3.1 times oversubscribed,<br />
and was priced at a discount of 4.02% to<br />
the volume weighted average price of<br />
S$1.4274 per unit in <strong>Suntec</strong> <strong>REIT</strong> and<br />
2.88% to the adjusted volume weighted<br />
average price of S$1.4106 per unit in<br />
<strong>Suntec</strong> <strong>REIT</strong> <strong>for</strong> trades done <strong>for</strong> the full<br />
market day on 26 November <strong>2010</strong>.<br />
The placement units were issued on<br />
9 December <strong>2010</strong> and 100% of the net<br />
proceeds of approximately S$417.9<br />
million have been used to partly finance<br />
the acquisition of the MBFC Properties.<br />
Such use is in accordance with the<br />
stated use and in accordance with the<br />
percentage of the net proceeds of the<br />
private placement allocated to such use.<br />
On 15 December <strong>2010</strong>, Moody’s<br />
Investors Service carried out a rating<br />
review of <strong>Suntec</strong> <strong>REIT</strong> subsequent to<br />
the completion of the acquisition of the<br />
MBFC Properties, and revised <strong>Suntec</strong><br />
<strong>REIT</strong>’s corporate family rating to Baa2,<br />
and unsecured debt rating to Baa3.<br />
Moody’s has also restored <strong>Suntec</strong> <strong>REIT</strong>’s<br />
rating outlook to stable.<br />
<strong>Suntec</strong> <strong>REIT</strong> holds derivative financial<br />
instruments to hedge its interest rate<br />
risk exposure. The fair value derivative<br />
<strong>for</strong> <strong>FY</strong> <strong>2010</strong>, which was included as<br />
Financial Derivatives in total assets and<br />
total liabilities were S$1.2 million and<br />
S$9.0 million respectively. The net fair<br />
value derivative represented 0.196%<br />
of the net assets of <strong>Suntec</strong> <strong>REIT</strong> as at<br />
31 December <strong>2010</strong>.<br />
Note:<br />
1<br />
The adjusted volume weighted average price was<br />
computed based on the volume weighted average<br />
price of all trades in the <strong>Suntec</strong> <strong>REIT</strong> units on Singapore<br />
Exchange Securities Trading Limited (the “SGX-ST”)<br />
on the full market day on 26 November <strong>2010</strong> and<br />
subtracting an advanced distribution <strong>for</strong> the period<br />
1 October <strong>2010</strong> to 8 December <strong>2010</strong> of approximately<br />
1.677 cents per unit in <strong>Suntec</strong> <strong>REIT</strong>. This advanced<br />
distribution of approximately 1.677 cents per Unit<br />
was based on the Manager’s pro-rated estimate of<br />
<strong>Suntec</strong> <strong>REIT</strong>’s revenue and expenses <strong>for</strong> the quarter<br />
ending 31 December <strong>2010</strong>, and the amount was an<br />
estimate based on in<strong>for</strong>mation then available to<br />
the Manager as at 29 November <strong>2010</strong>. The actual<br />
advanced distribution amounted to 1.723 cents.
26<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
STRONG PORTFOLIO<br />
OCCUPANCY<br />
<strong>Suntec</strong> <strong>REIT</strong>’s asset portfolio per<strong>for</strong>mance<br />
continued to remain strong. As at<br />
31 December <strong>2010</strong>, the committed<br />
occupancy of <strong>Suntec</strong> City office improved<br />
further to 99.1% compared to 95.3%<br />
in the year be<strong>for</strong>e, whilst Park Mall<br />
office maintained its full occupancy. The<br />
committed occupancy of <strong>Suntec</strong> City<br />
Mall stood at 97.9% as at 31 December<br />
<strong>2010</strong>, whilst the Park Mall and Chijmes<br />
achieved committed occupancy of 100%<br />
and 99.5% respectively.<br />
For the jointly controlled entities, One<br />
Raffles Quay achieved full committed<br />
occupancy, whilst the committed<br />
occupancy <strong>for</strong> the MBFC Properties stood<br />
at 96.5% as at 31 December <strong>2010</strong>. As such,<br />
<strong>Suntec</strong> <strong>REIT</strong>’s office and retail portfolio<br />
achieved an overall committed occupancy<br />
of 98.8% and 98.0% respectively as at<br />
31 December <strong>2010</strong>.<br />
Since the inception of the <strong>Suntec</strong> strata<br />
office acquisition programme in October<br />
2006, the Manager has acquired a total<br />
of 73,561.2 sq ft at a cost of about<br />
S$136.3 million.<br />
COMMITTED OCCUPANCY As AT As AT As AT As AT As AT<br />
dEC 09 MAR 10 JUN 10 SEP 10 DEC 10<br />
<strong>Suntec</strong> City:<br />
- Office 95.3% 95.5% 96.6% 98.1% 99.1%<br />
- Retail 97.6% 96.4% 98.3% 98.0% 97.9%<br />
Park Mall:<br />
- Office 100% 100% 100% 97.5% 100%<br />
- Retail 100% 100% 100% 100% 100%<br />
Chijmes 100% 100% 100% 90.0% 99.5%<br />
One Raffles Quay 100% 100% 100% 100% 100%<br />
MBFC Properties – – – – 96.5%<br />
Office Portfolio Occupancy 96.8% 96.9% 97.6% 98.5% 98.8%<br />
Retail Portfolio Occupancy 98.1% 97.2% 98.7% 97.6% 98.0%
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
27<br />
LEASING ACHIEVEMENTS<br />
IN <strong>FY</strong> <strong>2010</strong><br />
For the office portfolio, a total of<br />
884,012 sq ft of new, renewal and<br />
replacement leases were secured in<br />
<strong>FY</strong> <strong>2010</strong>.<br />
With the steady recovery of the<br />
Singapore office market and in tandem<br />
with the strengthening committed<br />
occupancy of <strong>Suntec</strong> City Office during<br />
the year, renewal and replacement<br />
leases at <strong>Suntec</strong> City Office Towers<br />
were secured at an average of between<br />
S$7.34 psf per month and S$8.16 psf per<br />
month in the year, up from the trough<br />
of between S$7.11 psf per month and<br />
S$7.30 psf per month in the second half<br />
of 2009.<br />
leasing activities - office Tenants NLA (sq Ft)<br />
Renewal leases 96 674,284<br />
Replacement leases 75 209,728<br />
New leases – –<br />
Total 171 884,012<br />
leasing activities - RETAIL Tenants NLA (sq Ft)<br />
Renewal leases 135 184,695<br />
Replacement leases 87 102,586<br />
New leases 2 2,618<br />
Total 224 289,899<br />
committed average passing rents - suntec city mall, park mall and chijmes<br />
For the retail portfolio, a total of<br />
289,899 sq ft of new, renewal and<br />
replacement leases were secured in<br />
<strong>FY</strong> <strong>2010</strong>.<br />
S$ psf pm<br />
12.00<br />
11.00<br />
10.71 10.67<br />
10.63 10.48<br />
The per<strong>for</strong>mance of the retail portfolio<br />
was relatively stable during the year.<br />
The average committed passing rents<br />
<strong>for</strong> <strong>Suntec</strong> City Mall, Park Mall and<br />
Chijmes stood at S$10.48 psf per<br />
month, S$7.45 psf per month and<br />
S$10.63 psf per month respectively as<br />
at 31 December <strong>2010</strong>.<br />
10.00<br />
9.00<br />
8.00<br />
7.00<br />
6.00<br />
7.46<br />
10.92 10.75<br />
7.45<br />
Mar 10<br />
Dec 09<br />
10.99 10.89<br />
7.44<br />
Jun 10<br />
10.95 10.70<br />
7.44<br />
Sep 10<br />
7.45<br />
Dec 10<br />
Park Mall<br />
Chijmes<br />
<strong>Suntec</strong> City Mall
28<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Higher revenue from<br />
other income initiatives<br />
<strong>Suntec</strong> <strong>REIT</strong>’s revenue from other income<br />
initiatives, namely atrium rentals <strong>for</strong><br />
events and exhibitions, media sales and<br />
pushcart rentals achieved approximately<br />
S$7.2 million in <strong>FY</strong> <strong>2010</strong>.<br />
OTHER INCOME<br />
S$ m<br />
8.0<br />
6.0<br />
4.0<br />
3.0<br />
6.0<br />
6.2<br />
7.0<br />
6.5<br />
7.2<br />
2.0<br />
0<br />
<strong>FY</strong> 2005<br />
<strong>FY</strong> 2006<br />
<strong>FY</strong> 2007<br />
<strong>FY</strong> 2008<br />
<strong>FY</strong> 2009<br />
<strong>FY</strong> <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
29<br />
ONE-STOP SHOPPING, DINING<br />
AND ENTERTAINMENT AT<br />
SUNTEC CITY MALL<br />
Many shoppers head to <strong>Suntec</strong> City<br />
Mall as a one-stop destination <strong>for</strong><br />
shopping, dining and entertainment<br />
all year-round. As one of Singapore’s<br />
largest shopping mall with events and<br />
offerings <strong>for</strong> everyone, <strong>Suntec</strong> City<br />
Mall played host to key events such<br />
as the Singapore Heritage Festival in<br />
August <strong>2010</strong> graced by Mr. Lui Tuck Yew,<br />
Minister <strong>for</strong> the Ministry of In<strong>for</strong>mation,<br />
Communications and the Arts, <strong>Suntec</strong><br />
City Mall’s celebration of the Singapore<br />
Food Festival entitled “Ready, Set, Dine<br />
in Style”, BMW’s “Joy” campaign, which<br />
featured Asia’s first ever 3D interactive<br />
building projection at <strong>Suntec</strong> City in<br />
showcasing BMW’s brand and product<br />
range, and the exciting promotions<br />
leading up to the <strong>2010</strong> Formula 1<br />
Singtel Singapore Grand Prix night race<br />
held in September, among others.<br />
The monthly themed promotions, in<br />
conjunction with key events such as<br />
Chinese New Year, Valentine’s Day, the<br />
Great Singapore Sale, National Day,<br />
Children’s Day and Christmas were very<br />
well-received by shoppers.<br />
The grand finals of the annual <strong>Suntec</strong><br />
Dance Competition was held on<br />
11 September <strong>2010</strong>, and the champions<br />
of the open group category, “The<br />
Ohayguys!” represented Singapore in<br />
the seventh annual World Supremacy<br />
Battlegrounds <strong>2010</strong> Dance Competition<br />
in Melbourne, Australia. “The Ohayguys!”<br />
beat 17 other groups from across<br />
Australia, New Zealand, Singapore and<br />
Indonesia and clinched first place in the<br />
open category international rankings in<br />
the competition.<br />
Representatives from the management<br />
of <strong>Suntec</strong> City also participated in<br />
the torch relay run in the Singapore<br />
<strong>2010</strong> Journey of Youth Olympic Flame<br />
(“JYOF”) during the inaugural Singapore<br />
Youth Olympic Games (“YOG”). The<br />
JYOF spans seven international cities<br />
including Singapore, beginning from<br />
the lighting of the flame and handover<br />
ceremony in Olympia, Greece, to the<br />
cities of Berlin, Dakar, Mexico City,<br />
Auckland, Seoul and Singapore. The<br />
Singapore leg encompassed a sixday<br />
305 km round-island relay route<br />
across 22 venues, with as many as 2,400<br />
torchbearers who exemplified the values<br />
of Excellence, Friendship and Respect in<br />
celebration of the spirit of the YOG.
30<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Property Portfolio<br />
HIGH QUALITY COMMERCIAL ASSETS<br />
STRATEGICALLY LOCATED IN SINGAPORE’S<br />
PRIME DISTRICT<br />
<strong>Suntec</strong> <strong>REIT</strong>’s portfolio comprises prime commercial<br />
properties in <strong>Suntec</strong> City, Park Mall, Chijmes, a one-third<br />
interest in One Raffles Quay and a one-third interest<br />
in Marina Bay Financial Centre Towers 1 and 2 and the<br />
Marina Bay Link Mall (the "MBFC Properties"), all located<br />
within Singapore’s growth precincts, namely Marina Bay<br />
and the Civic and Cultural District.<br />
Spanning a total net lettable area ("NLA") of about<br />
3.5 million sq ft, the properties derive a steady stream of<br />
income from a well-diversified pool of strong office and<br />
retail tenants. The committed occupancy of <strong>Suntec</strong> <strong>REIT</strong>’s<br />
office and retail portfolio stood at 98.8% and 98.0%<br />
respectively as at 31 December <strong>2010</strong>.<br />
PORTFOLIO PROPERTIES - STATISTICS<br />
As at 31 December <strong>2010</strong><br />
Net Lettable Area (sq ft): 3,500,422<br />
- Office 2,418,119<br />
- Retail 1,082,303 1<br />
Number of Tenants (actual): 753<br />
- Office 255<br />
- Retail 498<br />
Valuation (S$ million) 7,043.6 2<br />
Committed Occupancy (%)<br />
- Office 98.8<br />
- Retail 98.0<br />
Notes:<br />
1<br />
Includes 20 percent interest in the retail net lettable area in <strong>Suntec</strong> Singapore<br />
International Convention & Exhibition Centre.<br />
2<br />
Includes the valuation of <strong>Suntec</strong> <strong>REIT</strong>’s 20 percent interest in <strong>Suntec</strong> Singapore<br />
International Convention & Exhibition Centre, the valuation of <strong>Suntec</strong> <strong>REIT</strong>’s<br />
one-third interest in One Raffles Quay and the valuation of <strong>Suntec</strong> <strong>REIT</strong>’s<br />
one-third interest in the MBFC Properties.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
31<br />
Vibrant Tenant mix<br />
<strong>Suntec</strong> <strong>REIT</strong>’s office portfolio leases<br />
are well diversified across 14 business<br />
sectors. 63.9% of the total gross office<br />
revenue <strong>for</strong> December <strong>2010</strong> was<br />
attributed to the major business sectors<br />
of Banking, Insurance and Financial<br />
Services, and Technology, Services and<br />
Consultancy. The top 10 tenants of the<br />
office portfolio contributed 26.7% of<br />
<strong>Suntec</strong> <strong>REIT</strong>’s total gross revenue <strong>for</strong> the<br />
month of December <strong>2010</strong>, and occupied<br />
an area representing 46.3% of the <strong>REIT</strong>’s<br />
total office portfolio net lettable area.<br />
For the retail portfolio, 53.1% of the<br />
total gross retail revenue <strong>for</strong> December<br />
<strong>2010</strong> was attributable to the major<br />
business sectors of Food and Beverage,<br />
and Fashion. The top 10 tenants of the<br />
retail portfolio contributed 7.7% of<br />
<strong>Suntec</strong> <strong>REIT</strong>’s total gross revenue <strong>for</strong> the<br />
month of December <strong>2010</strong>, and occupied<br />
an area representing 35.5% of the <strong>REIT</strong>’s<br />
total retail portfolio net lettable area.<br />
OFFICE PORTFOLIO<br />
Business Sector Analysis (By Gross Rental Income 1 )<br />
As at 31 December <strong>2010</strong><br />
RETAIL PORTFOLIO<br />
Business Sector Analysis (By Gross Rental Income 1 )<br />
As at 31 December <strong>2010</strong><br />
Legal 2.6%<br />
Real Estate and Property Services 2.3%<br />
Trading 14.3%<br />
Manufacturing 0.5%<br />
Shipping and Freight Forwarding 4.1%<br />
Others 1.0%<br />
Government and Government-Linked Offices 3.4%<br />
Banking, Insurance and Financial Services 48.0%<br />
Technology, Services and Consultancy 15.9%<br />
Beauty / Health 0.9%<br />
Clinics / Laboratories 0.5%<br />
Consultancy / Services 5.1%<br />
Institutions / Schools 1.0%<br />
Travel / Leisure 0.4%<br />
1<br />
Includes one-third interest in One Raffles Quay and one-third interest in<br />
Marina Bay Financial Centre Towers 1 and 2.<br />
Electronics / Technology 3.0%<br />
Fashion 22.1%<br />
Food and Beverage 31.0%<br />
Gifts and Speciality / Books / Hobbies / Toys 4.6%<br />
Homeware and Home Furnishings 8.2%<br />
Hypermarket 5.4%<br />
Jewellery and Watches 3.6%<br />
Leisure and Entertainment / Sports and Fitness 5.6%<br />
Beauty and Healthcare 4.1%<br />
Others 4.1%<br />
Services / Educational 8.3%<br />
1<br />
Includes one-third interest in One Raffles Quay, one-third interest in<br />
the Marina Bay Link Mall and 20 percent interest in <strong>Suntec</strong> Singapore<br />
International Convention & Exhibition Centre.
32<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Property Portfolio<br />
OFFICE PORTFOLIO - TOP 10 TENANTS BY GROSS RENTAL INCOME 1<br />
As at 31 December <strong>2010</strong><br />
Tenant business Sector nla % of % of Total<br />
(sq ft) Office Monthly<br />
nla gross Rental<br />
income<br />
Standard Chartered Bank Banking, Insurance and Financial Services 171,249 7.4 4.9<br />
Barclays Bank PLC Banking, Insurance and Financial Services 150,072 6.5 4.7<br />
UBS AG Banking, Insurance and Financial Services 233,053 10.0 3.9<br />
BHP Billiton Marketing (Asia) Pte Ltd Others - Steel & Energy 76,884 3.3 3.7<br />
Nomura Singapore Limited Banking, Insurance and Financial Services 84,286 3.6 2.2<br />
Deutsche Bank Aktiengesellschaft Banking, Insurance and Financial Services 93,249 4.0 1.9<br />
Info-Communications Development Government and Government-Linked Offices 98,738 4.3 1.5<br />
Authority of Singapore (IDA)<br />
Oracle Corporation Singapore Pte Ltd Technology, Services and Consultancy 78,997 3.4 1.3<br />
Macquarie Capital Securities Banking, Insurance and Financial Services 25,109 1.1 1.3<br />
(Singapore) Pte. Limited<br />
ABN AMRO Asia Pacific Pte Ltd Banking, Insurance and Financial Services 63,389 2.7 1.3<br />
Total 1,075,026 46.3 26.7<br />
Note:<br />
1<br />
Includes one-third interest in One Raffles Quay and one-third interest in Marina Bay Financial Centre Towers 1 and 2.<br />
RETAIL PORTFOLIO - TOP 10 TENANTS BY GROSS RENTAL INCOME 1<br />
As at 31 December <strong>2010</strong><br />
Tenant business Sector nla % of % of Total<br />
(sq ft) RETAIL Monthly<br />
nla gross Rental<br />
income<br />
Carrefour Singapore Pte Ltd Hypermarket 137,404 13.2 2.0<br />
Rock Productions Pte Ltd Services / Educational 66,377 6.4 1.3<br />
FJ Benjamin Lifestyle Pte Ltd Fashion 13,859 1.3 0.8<br />
Lei Garden Restaurant Pte Ltd Food and Beverage 15,705 1.5 0.7<br />
RSH (Singapore) Pte Ltd Fashion 24,763 2.4 0.6<br />
<strong>Suntec</strong> Food & Leisure Pte Ltd Food and Beverage 27,008 2.6 0.6<br />
True Fitness Pte. Ltd. Services / Educational 29,708 2.8 0.5<br />
Jay Gee Enterprises (Pte.) Ltd Fashion 13,030 1.2 0.4<br />
Furniture & Furnishings Pte Ltd Homeware and Home Furnishings 20,584 2.0 0.4<br />
X-tra Designs Pte Ltd Homeware and Home Furnishings 22,298 2.1 0.4<br />
Total 370,736 35.5 7.7<br />
Note:<br />
1<br />
Includes one-third interest in One Raffles Quay, one-third interest in the Marina Bay Link Mall and 20 percent interest in <strong>Suntec</strong> Singapore International Convention &<br />
Exhibition Centre.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
33<br />
Lease Expiry Profile<br />
In <strong>FY</strong> <strong>2010</strong>, approximately 884,000 sq ft<br />
of office space was renewed and<br />
signed, including a pre-commitment of<br />
approximately 275,630 sq ft of office<br />
leases expiring in <strong>FY</strong> 2011. There<strong>for</strong>e as<br />
at end <strong>FY</strong> <strong>2010</strong>, 6.8%, 19.3% and 18.3%<br />
of the total office portfolio net lettable<br />
area are due to expire in <strong>FY</strong> 2011,<br />
<strong>FY</strong> 2012 and <strong>FY</strong> 2013 respectively, whilst<br />
54.4% is due to expire in <strong>FY</strong> 2014 and<br />
beyond.<br />
For the retail portfolio, as at end<br />
<strong>FY</strong> <strong>2010</strong>, 25.5%, 30.3% and 27.0% of the<br />
total retail portfolio net lettable area are<br />
due to expire in <strong>FY</strong> 2011, <strong>FY</strong> 2012 and <strong>FY</strong><br />
2013 respectively, whilst 15.2% is due to<br />
expire in <strong>FY</strong> 2014 and beyond.<br />
OFFICE PORTFOLIO<br />
RETAIL PORTFOLIO<br />
Lease Expiry Profile 1<br />
As at 31 December <strong>2010</strong><br />
Lease Expiry Profile 1<br />
As at 31 December <strong>2010</strong><br />
%<br />
50<br />
40<br />
43.3<br />
39.0<br />
%<br />
50<br />
40<br />
35<br />
30<br />
25<br />
35<br />
30<br />
25<br />
32.3<br />
25.5<br />
29.8<br />
27.0<br />
20<br />
15<br />
20<br />
15<br />
10<br />
5<br />
0<br />
8.9<br />
6.8<br />
<strong>FY</strong> 2011<br />
17.3 19.3<br />
<strong>FY</strong> 2012 <strong>FY</strong> 2013<br />
17.4 18.3 15.4<br />
13.1<br />
<strong>FY</strong> 2014<br />
% of Total Monthly Gross Office Rental Income<br />
% of Total Office NLA (sq ft)<br />
<strong>FY</strong> 2015 &<br />
Beyond<br />
10<br />
5<br />
0<br />
<strong>FY</strong> 2011<br />
28.6 30.3<br />
<strong>FY</strong> 2012 <strong>FY</strong> 2013<br />
% of Total Monthly Gross Retail Rental Income<br />
% of Total Retail NLA (sq ft)<br />
7.6 9.1<br />
<strong>FY</strong> 2014<br />
1.7<br />
6.1<br />
<strong>FY</strong> 2015 &<br />
Beyond<br />
1<br />
Includes one-third interest in One Raffles Quay and one-third interest in<br />
Marina Bay Financial Centre Towers 1 and 2.<br />
1<br />
Includes one-third interest in One Raffles Quay, one-third interest in<br />
the Marina Bay Link Mall and 20 percent interest in <strong>Suntec</strong> Singapore<br />
International Convention & Exhibition Centre.
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
35<br />
suntec city<br />
<strong>Suntec</strong> City is an iconic integrated commercial development located<br />
within the central business district of Singapore, within walking<br />
distance from the landmark Esplanade – Theatres by the Bay and in<br />
close proximity to the upcoming Downtown@Marina Bay.<br />
Developed by a consortium of successful business leaders from<br />
Hong Kong with a vision of making the complex “The Business<br />
Capital of Asia”, <strong>Suntec</strong> City is a landmark development which<br />
comprises five Grade A office towers, a world-class convention and<br />
exhibition centre, and one of Singapore’s largest shopping mall,<br />
all of which are interlinked by street level plazas and underground<br />
walkways. The world-famous Fountain of Wealth which sits in the<br />
heart of <strong>Suntec</strong> City, embodies an abundance of life and an endless<br />
variety of bustling activity.<br />
<strong>Suntec</strong> <strong>REIT</strong> owns 57% of <strong>Suntec</strong> City Office and 100% of <strong>Suntec</strong><br />
City Mall, and in 2009, it acquired a 20 percent interest in <strong>Suntec</strong><br />
Singapore International Convention and Exhibition Centre. Easily<br />
accessible by car and public transport networks, <strong>Suntec</strong> City houses<br />
a total of 3,073 carparks over two basement levels, and is directly<br />
linked to the Esplanade Station and Promenade Station on the new<br />
Circle MRT line, which has been operational since 17 April <strong>2010</strong>.<br />
suntec city - PROPERTY STATISTICS<br />
As at 31 December <strong>2010</strong><br />
Location<br />
3, 5, 6, 7, 8 and 9 Temasek Boulevard,<br />
Singapore<br />
Title Leasehold 99 years from 1989<br />
Total Net Lettable Area (sq ft) 2,123,083<br />
– Office 1,297,317<br />
– Retail 825,766 1<br />
Number of Tenants (actual) 519<br />
Car Park Lots 3,073 2<br />
Purchase Price (S$) 2,268 million 3<br />
Market Valuation (S$) 4,038 million 4<br />
Gross Revenue (S$)<br />
Net Property Income (S$)<br />
(31 December 2009: 3,798 million)<br />
216.7 million 5,6 (2009: 219.3 million)<br />
169.3 million 6 (2009: 167.9 million)<br />
Committed Occupancy (%) 98.6 1 (31 December 2009: 96.8)<br />
Notes:<br />
1<br />
Includes 20 percent interest in the retail net lettable area in <strong>Suntec</strong> Singapore International<br />
Convention & Exhibition Centre.<br />
2<br />
Owned and managed by the Management Corporation Strata Title Plan No. 2197 (MCST).<br />
3<br />
Includes the purchase price of 73,561.2 sq ft of strata office space amounting to S$136.3 million,<br />
and the investment of S$25 million <strong>for</strong> a 20 percent interest in the <strong>Suntec</strong> Singapore<br />
International Convention & Exhibition Centre.<br />
4<br />
Includes the value of a 20 percent interest in the <strong>Suntec</strong> Singapore International Convention<br />
& Exhibition Centre of S$57.6 million.<br />
5<br />
Comprises gross rental income of S$208.4 million and other income of S$8.3 million.<br />
6<br />
Excludes gross revenue and net property income from the 20 percent interest in the <strong>Suntec</strong><br />
Singapore International Convention & Exhibition Centre.<br />
The Manager’s objective <strong>for</strong> <strong>Suntec</strong> City is to enhance the properties<br />
into one of Singapore’s leading retail and office properties.
36<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
suntec city office<br />
<strong>Suntec</strong> <strong>REIT</strong> owns a net lettable area of 1,297,317 sq ft in <strong>Suntec</strong><br />
City Office Towers, comprising strata units in Towers One, Two and<br />
Three, and all strata units in Towers Four and Five. Towers One<br />
to Four are 45-storey buildings of column-free floor space, whilst<br />
Tower Five is an 18-storey building with huge floor plates of up to<br />
28,000 sq ft.<br />
With quality buildings fronting the Marina Bay skyline and<br />
complemented by a wealth of amenities from the integrated<br />
shopping mall, <strong>Suntec</strong> City Offices draw a good stream of diverse<br />
multinational firms ranging from sectors such as Banking, Insurance<br />
and Financial Services, Technology, Services and Consultancy,<br />
Trading, Shipping and Freight Forwarding.<br />
diverse Tenant mix<br />
As at 31 December <strong>2010</strong>, 29.7% of the total gross office revenue<br />
<strong>for</strong> the month of December <strong>2010</strong> was attributed to the Technology,<br />
Services and Consultancy sector, followed by 22.7% and 16.0% from<br />
the Banking, Insurance and Financial Services sector and the Trading<br />
sector respectively.<br />
In terms of net lettable area, as at 31 December <strong>2010</strong>, 26.7% of<br />
<strong>Suntec</strong> City’s office net lettable area <strong>for</strong> the month of December <strong>2010</strong><br />
was attributed to the Technology, Services and Consultancy sector,<br />
followed by 26.5% and 14.8% from the Banking, Insurance and<br />
Financial Services sector and the Trading sectors respectively.<br />
The top 10 office tenants of <strong>Suntec</strong> City Office contributed 17.1% of<br />
<strong>Suntec</strong> City’s total gross revenue <strong>for</strong> the month of December <strong>2010</strong>,<br />
representing 38.8% of the <strong>Suntec</strong> City office net lettable area owned<br />
by <strong>Suntec</strong> <strong>REIT</strong>.<br />
Lease Expiry Profile<br />
Based on the committed leases as at 31 December <strong>2010</strong>, 10.0%,<br />
30.8% and 29.0% of <strong>Suntec</strong> City’s total office net lettable area is<br />
due to expire in <strong>FY</strong> 2011, <strong>FY</strong> 2012 and <strong>FY</strong> 2013 respectively, whilst<br />
29.3% is due to expire in <strong>FY</strong> 2014 and beyond.<br />
suntec city office<br />
Business Sector Analysis (By Gross Rental Income)<br />
As at 31 December <strong>2010</strong><br />
suntec city office<br />
Lease Expiry Profile<br />
As at 31 December <strong>2010</strong><br />
%<br />
40<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
Legal 1.8%<br />
Real Estate and Property Services 3.1%<br />
Trading 16.0%<br />
Manufacturing 1.1%<br />
Shipping and Freight Forwarding 8.1%<br />
Others 1.0%<br />
Government and Government-Linked Offices 6.8%<br />
Banking, Insurance and Financial Services 22.7%<br />
Technology, Services and Consultancy 29.7%<br />
Consultancy / Services 9.7%<br />
14.3<br />
10.0<br />
<strong>FY</strong> 2011<br />
30.2 30.8<br />
<strong>FY</strong> 2012 <strong>FY</strong> 2013<br />
29.4 29.0<br />
% of Monthly Gross Office Rental Income<br />
% of Office NLA (sq ft)<br />
28.2<br />
25.0<br />
<strong>FY</strong> 2014<br />
1.1 1.1<br />
<strong>FY</strong> 2015 &<br />
Beyond
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
37
38<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
suntec city mall<br />
<strong>Suntec</strong> City Mall is one of Singapore’s largest malls and a leading<br />
shopping destination, with more than 370 retail establishments<br />
offering a unique one-stop shopping, dining, recreation and<br />
entertainment experience <strong>for</strong> many. It caters to the needs of the<br />
working population from the five office towers within <strong>Suntec</strong><br />
City and office buildings in the vicinity, the daily flow of tourists<br />
and locals, as well as the vast network of local and international<br />
delegates who convene at <strong>Suntec</strong> Singapore International<br />
Convention & Exhibition Centre <strong>for</strong> exhibitions, seminars and<br />
conferences.<br />
Comprising 821,392 sq ft of net lettable retail space across three<br />
levels and a basement, <strong>Suntec</strong> City Mall is segmented into four<br />
thematic mall zones namely Galleria, the Tropics, the Fountain<br />
Terrace and the Entertainment Centre, each offering a variety of<br />
goods and services to appeal to the different market segments.<br />
In addition, there are five specialty zones, namely Happy Kidz,<br />
Tasty Treatz, e-life@<strong>Suntec</strong>, MPG and Galleria, which target various<br />
customer profiles and provide greater appeal to shoppers through<br />
a wider range of brands and enhanced shopping ambience.<br />
The exciting new tenants introduced into <strong>Suntec</strong> City Mall during<br />
the year included restaurants such as Ootoya, Killiney Café, Seoul<br />
Yummy and Gurney Drive; fashion boutiques Samuel & Kevin, Red<br />
2 and Bossini, and concept shops such as The Travel Store, Jivetime,<br />
Times the Bookstore, Flexa Shop, Furniture & Furnishings and<br />
Groove Dance School, amongst others.<br />
Vibrant Tenant mix<br />
As at 31 December <strong>2010</strong>, 53.5% of the total gross retail revenue <strong>for</strong> the<br />
month of December <strong>2010</strong> was attributed to the Fashion and Food and<br />
Beverage sectors, and the remaining from other varied sectors such<br />
as the services / educational, hypermarket, leisure and entertainment<br />
and electronics sectors.<br />
In terms of net lettable area, as at 31 December <strong>2010</strong>, 19.6% of <strong>Suntec</strong><br />
City Mall’s net lettable area <strong>for</strong> the month of December <strong>2010</strong> was<br />
attributed to the Food and Beverage sector, followed by 17.3% and<br />
16.5% from the Hypermarket sector and Leisure and Entertainment/<br />
Sports and Fitness sector respectively.<br />
The top 10 retail tenants of <strong>Suntec</strong> City Mall contributed 11.9% of<br />
<strong>Suntec</strong> City’s total gross revenue <strong>for</strong> the month of December <strong>2010</strong>,<br />
representing 40.2% of the mall’s total net lettable area.<br />
Lease Expiry Profile<br />
Based on the committed leases as at 31 December <strong>2010</strong>, 21.6%,<br />
31.3% and 28.1% of <strong>Suntec</strong> City’s total retail net lettable area is<br />
due to expire in <strong>FY</strong> 2011, <strong>FY</strong> 2012 and <strong>FY</strong> 2013 respectively, whilst<br />
16.9% is due to expire in <strong>FY</strong> 2014 and beyond.<br />
suntec city RETAIL<br />
Business Sector Analysis (By Gross Rental Income)<br />
As at 31 December <strong>2010</strong><br />
suntec city RETAIL<br />
Lease Expiry Profile<br />
As at 31 December <strong>2010</strong><br />
%<br />
40<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
5<br />
0<br />
Electronics / Technology 3.7%<br />
Fashion 28.0%<br />
Food and Beverage 25.5%<br />
Gifts and Speciality / Books / Hobbies / Toys 5.0%<br />
Homeware and Home Furnishings 1.0%<br />
Hypermarket 6.9%<br />
Jewellery and Watches 4.5%<br />
Leisure and Entertainment / Sports and Fitness 7.2%<br />
Beauty and Healthcare 4.1%<br />
Others 4.8%<br />
Services / Educational 9.3%<br />
31.1<br />
21.6<br />
<strong>FY</strong> 2011<br />
28.5<br />
31.3<br />
<strong>FY</strong> 2012<br />
30.6<br />
28.1<br />
<strong>FY</strong> 2013<br />
% of Monthly Gross Retail Rental Income<br />
% of Retail NLA (sq ft)<br />
9.1 11.0 0.7<br />
<strong>FY</strong> 2014<br />
5.9<br />
<strong>FY</strong> 2015 &<br />
Beyond
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
39
40<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
41<br />
suntec singapore<br />
international convention<br />
& exhibition centre<br />
<strong>Suntec</strong> Singapore International<br />
Convention and Exhibition Centre<br />
(“<strong>Suntec</strong> Singapore”) is a world-class<br />
venue located at the heart of Asia’s<br />
most integrated meetings, conventions<br />
and exhibitions hub. With more than<br />
one million sq ft of versatile floor space<br />
over six levels, this award-winning<br />
facility can cater to events from 10 to<br />
20,000 persons, offering direct access to<br />
5,200 hotel rooms, 1,000 retail outlets,<br />
300 restaurants within close proximity<br />
to Singapore’s entertainment and<br />
cultural attractions.<br />
<strong>Suntec</strong> <strong>REIT</strong> holds a 20 percent interest<br />
in <strong>Suntec</strong> Singapore through its whollyowned<br />
subsidiary.<br />
Since 1995, <strong>Suntec</strong> Singapore has hosted<br />
close to 15,000 events within its premier<br />
convention facility, including key<br />
notable events such as the World Trade<br />
Organization Ministerial Meetings<br />
in 1995, the <strong>Annual</strong> Meetings of the<br />
Board of Governors of the International<br />
Monetary Fund and World Bank Group<br />
in 2006 and the APEC Leaders Week<br />
in 2009. It served as one of the largest<br />
sporting venues <strong>for</strong> the inaugural Youth<br />
Olympic Games in <strong>2010</strong>.<br />
<strong>Suntec</strong> Singapore has received numerous<br />
international, regional and local<br />
accolades and awards since its inception,<br />
in recognition of its high standards<br />
of service excellence, dedication and<br />
passion. In <strong>2010</strong>, it has garnered<br />
the “Asia’s Leading Meetings and<br />
Conference Centre” award at the World<br />
Travel Awards <strong>2010</strong>, “Best Convention<br />
and Exhibition Centre” award at the<br />
TTG Travel Awards <strong>2010</strong>, “Silver Award<br />
– Best Overseas Conference Centre”<br />
at the Meetings and Incentive Travel<br />
Award <strong>2010</strong> and “Best Convention and<br />
Exhibition Centre” & “Best MICE Sales<br />
Team” awards at the CEI Asia Industry<br />
Awards <strong>2010</strong>.
42<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
43<br />
Park Mall<br />
Park Mall is an integrated office, lifestyle and home furnishing mall<br />
situated within the Orchard Road shopping belt. It is located next<br />
to Dhoby Ghaut MRT interchange station, a key transit hub <strong>for</strong><br />
many commuters shuttling between the North-South line and the<br />
North-East line, and the new Circle MRT Line. Park Mall comprises<br />
a 15-storey office cum retail complex and has been conceptualised<br />
and launched as a premier furniture and lifestyle shopping mall.<br />
Major tenants at Park Mall's offices include Nu Skin Enterprise<br />
Singapore Pte Ltd, NUS Extension, Altron Education Group and Star<br />
Cruise Pte Ltd whilst major tenants at Park Mall's retail area include<br />
Furniture & Furnishings Pte Ltd, X-tra Designs Pte Ltd, Furniture<br />
Club Holdings Pte Ltd and OB Singapore Operations.<br />
As part of the future asset enhancement plan <strong>for</strong> Park Mall, the<br />
Manager acquired from the Singapore Government two strips of<br />
land along Penang Road in July 2007 and in March 2008 amounting<br />
to approximately 14,167 sq ft <strong>for</strong> amalgamation with Park Mall,<br />
at a total acquisition cost of S$15.1 million. The purchase prices of<br />
the two strips of land are based on the development charges rates<br />
issued by the Singapore Government. Together, the two strips of<br />
land will create an additional floor area of about 65,510 sq ft <strong>for</strong><br />
the property, and increase the total permissible gross floor area<br />
<strong>for</strong> Park Mall to approximately 449,155 sq ft.<br />
PARK MALL - PROPERTY STATISTICS<br />
As at 31 December <strong>2010</strong><br />
Location 9 Penang Road, Singapore 238459<br />
Title Leasehold 99 years from 1969<br />
Total Net Lettable Area (sq ft)<br />
- Office 126,043<br />
- Retail 143,916<br />
269,959 (existing Park Mall area)<br />
Permissible Gross Lettable Area<br />
from acquired land (sq ft) 65,454<br />
Number of Tenants (actual) 112<br />
Car Park Lots 346<br />
Purchase Price (S$) 245.1 million 1<br />
Market Valuation (S$)<br />
338 million<br />
(31 December 2009: 321 million)<br />
Gross Revenue (S$)<br />
22.5 million 2 (2009: 23.2 million)<br />
Net Property Income (S$)<br />
16.7 million (2009: 17.2 million)<br />
Committed Occupancy (%) 100.0 (31 December 2009: 100.0)<br />
Notes:<br />
1<br />
Includes the purchase price of 1,316.2 sq m of land along Penang Road amounting to<br />
S$15.1 million.<br />
2<br />
Comprises gross rental income of S$21.1 million and other income of S$1.4 million.<br />
The Manager’s objective <strong>for</strong> Park Mall is to continue to optimise the<br />
current business returns and to position Park Mall <strong>for</strong> the future.
44<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
45<br />
CHIJMES<br />
Chijmes is an award-winning gazetted national monument<br />
recognised by UNESCO as an Asia Pacific Culture Heritage<br />
Conservation development with two historic buildings, Caldwell<br />
House and the Chijmes Hall. A premier dining and entertaining<br />
establishment in the heart of Singapore’s Civic and Cultural District,<br />
Chijmes offers a variety of culinary delights, as well as a unique<br />
venue <strong>for</strong> selective per<strong>for</strong>mances and special events.<br />
The key annual events held at Chijmes include the Spanish Flamenco<br />
Festival, the Chijmes Jazz Festival, as well as live screenings of<br />
the English Premier League and UEFA Euro Cup soccer matches<br />
by tenants. Chijmes also played host to patrons of Singapore’s<br />
Formula One Grand Prix night race held in late September with a<br />
range of promotional activities and entertainment.<br />
Major tenants at Chijmes include Lei Garden Restaurant Pte Ltd,<br />
SFBI (Asia Pacific) Pte Ltd, Maracana Group Pte. Ltd. and Prime<br />
Cuisine Pte. Ltd.<br />
chijmes - PROPERTY STATISTICS<br />
As at 31 December <strong>2010</strong><br />
Location 30 Victoria Street, Singapore 187996<br />
Title Leasehold 99 years from 1991<br />
Net Lettable Area (sq ft) 79,794<br />
Number of Tenants (actual) 28<br />
Car Park Lots 97<br />
Purchase Price (S$)<br />
Market Valuation (S$)<br />
Gross Revenue (S$)<br />
Net Property Income (S$)<br />
128 million<br />
134 million<br />
(31 December 2009: 131 million)<br />
10.3 million 1 (2009: 10.6 million)<br />
7.1 million (2009: 7.1 million)<br />
Committed Occupancy (%) 99.5 (31 December 2009: 100.0)<br />
Note:<br />
1<br />
Comprises gross rental income of S$9.7 million and other income of S$0.6 million.<br />
The Manager’s objective <strong>for</strong> Chijmes is to continue to make it an exciting<br />
destination <strong>for</strong> all, and to enhance its value <strong>for</strong> our stakeholders.
46<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
47<br />
ONE RAFFLES QUAY<br />
One Raffles Quay is a prime landmark commercial development<br />
located in Singapore’s central business district comprising a<br />
50-storey office tower (the “North Tower”), a 29-storey office tower<br />
(the “South Tower”), an underground link to the Raffles Place MRT<br />
station with excellent connectivity and accessibility along the<br />
North-South and East-West MRT lines, a sheltered plaza serving as<br />
a drop-off point and a hub car park with 713 car park lots.<br />
Designed by internationally renowned architectural firm Kohn<br />
Pedersen Fox Associates of New York, its state-of-the-art building<br />
services and management systems cater to the needs of global<br />
financial tenants.<br />
One Raffles Quay has a large and diversified tenant base comprising<br />
26 office tenants and five retail tenants. The major office tenants<br />
include ABN AMRO Asia Pacific Pte Ltd, Barclays Bank PLC, Credit<br />
Suisse (Singapore) Limited, Deutsche Bank Aktiengesellschaft, Ernst<br />
& Young Services Pte. Ltd. and UBS AG.<br />
In equal partnership with reputable property companies<br />
Hongkong Land and K-<strong>REIT</strong> Asia, <strong>Suntec</strong> <strong>REIT</strong> holds a one-third<br />
interest in One Raffles Quay through the acquisition of the entire<br />
issued share capital of Comina Investment Limited, a special<br />
purpose company holding one-third of the issued share capital of<br />
One Raffles Quay Pte Ltd, the developer and owner of the property.<br />
A prestigious iconic prime grade ‘A’ office development with long<br />
term growth potential, One Raffles Quay is well-positioned to<br />
capitalise on the future growth of the Marina Bay area, given its<br />
proximity to Marina Bay.<br />
One raffles quay - PROPERTY STATISTICS<br />
As at 31 December <strong>2010</strong><br />
ONE RAFFLES QUAY<br />
Business Sector Analysis (By Gross Rental Income 1 )<br />
As at 31 December <strong>2010</strong><br />
Legal 5.3%<br />
Real Estate and Property Services 0.9%<br />
Others 1.6%<br />
Banking, Insurance and Financial Services 90.2%<br />
Beauty / Health 1.1%<br />
Clinics / Laboratories 0.3%<br />
Food and Beverage 0.5%<br />
Services / Educational 0.1%<br />
Location One Raffles Quay, Singapore 048583<br />
Title Leasehold 99 years from 2001<br />
Total Net Lettable Area (sq ft) 1,335,360<br />
Net Lettable Area 1 (sq ft) 445,120<br />
Number of Tenants (actual) 31<br />
Car Park Lots 713<br />
Purchase Price 1 (S$)<br />
Market Valuation 1 (S$)<br />
Net Property Income 2 (S$)<br />
941.5 million<br />
1,023 million<br />
(31 December 2009: 934.9 million)<br />
38.7 million (2009: 47.1 million)<br />
Committed Occupancy (%) 100.0 (31 December 2009: 100.0)<br />
Notes:<br />
1<br />
Reflects one-third interest.<br />
2<br />
Comprises other income, dividend income and interest income from the jointly controlled<br />
entity net of all taxes.<br />
Strong Tenant mix<br />
As at 31 December <strong>2010</strong>, 90.2% of the total gross revenue <strong>for</strong> the<br />
month of December <strong>2010</strong> was attributed to the Banking, Insurance and<br />
Financial Services sector.<br />
1<br />
Reflects one-third interest.<br />
ONE RAFFLES QUAY<br />
Lease Expiry Profile 1<br />
As at 31 December <strong>2010</strong><br />
%<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
6.2 3.3 1.5 1.1<br />
<strong>FY</strong> 2011 <strong>FY</strong> 2012<br />
% of Monthly Gross Rental Income<br />
% of NLA (sq ft)<br />
1<br />
Reflects one-third interest.<br />
9.1 7.9<br />
1.8 1.4<br />
<strong>FY</strong> 2013 <strong>FY</strong> 2014<br />
81.4 86.3<br />
<strong>FY</strong> 2015<br />
& Beyond<br />
Lease Expiry Profile<br />
Based on the committed leases as at 31 December <strong>2010</strong>, 13.7% of<br />
One Raffles Quay’s total net lettable area is due to expire during the<br />
period from <strong>FY</strong> 2011 to <strong>FY</strong> 2014, whilst 86.3% is due to expire in <strong>FY</strong><br />
2015 and beyond.<br />
The Manager’s objective <strong>for</strong> One Raffles Quay is to<br />
generate sustainable growth from its interest in the<br />
property <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong> unitholders.
48<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong>
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
49<br />
MBFC Properties<br />
The Marina Bay Financial Centre is a prime landmark commercial<br />
development strategically located in the heart of Marina Bay.<br />
Designed by the internationally renowned architectural firm Kohn<br />
Pedersen Fox Associates of New York, Phase 1 of the development<br />
comprises a 33-storey office tower (“Tower 1”), a 50-storey office<br />
tower (“Tower 2”), Marina Bay Residences, the Marina Bay Link<br />
Mall which consists of approximately 94,464 sq ft of net lettable<br />
area <strong>for</strong> retail use including the ground levels of Tower 1 and<br />
Tower 2 and the Ground Plaza, and 695 car park lots. There is an<br />
underground link from Marina Bay Link Mall to the Raffles Place<br />
MRT Station, and is directly connected to the future Downtown<br />
MRT Station when it is operational around 2013.<br />
The MBFC Properties has a premier tenant base, with major office<br />
tenants including American Express International, Bank Pictet,<br />
Barclays Capital, BHP Billiton, ICAP, Macquarie Capital Securities,<br />
Murex Southeast Asia Pte Ltd, Nomura Singapore and Standard<br />
Chartered Bank.<br />
In equal partnership with reputable property companies Hongkong<br />
Land and Keppel Land Limited, <strong>Suntec</strong> <strong>REIT</strong> holds a one-third<br />
interest in the MBFC Properties through the acquisition of<br />
one-third of the issued share capital of BFC Development Pte. Ltd.<br />
The MBFC Properties comprises the office and retail properties<br />
under Phase 1 but does not include the Marina Bay Residences.<br />
The Marina Bay Sands Integrated Resort, Singapore Flyer, Gardens<br />
by the Bay, Esplanade Theatres, international and boutique hotels,<br />
residential apartments and waterside food and beverage outlets<br />
are all within close proximity.<br />
MBFC PROPERTies - PROPERTY STATISTICS<br />
As at 31 December <strong>2010</strong><br />
Location 8 Marina Boulevard, Singapore 018981<br />
Title Leasehold 99 years from 2005<br />
Total Net Lettable Area (sq ft) 1,747,398<br />
Net Lettable Area 1 (sq ft) 582,466<br />
Number of Tenants (actual) 63<br />
Car Park Lots 695<br />
Purchase Price 1 (S$)<br />
1,495.8 million<br />
Market Valuation 1 (S$) 1,511.0 million (30 September <strong>2010</strong>:<br />
1,496 million (CB Richard Ellis (Pte) Ltd);<br />
1,497 million (Knight Frank Pte Ltd))<br />
Net Property Income 2 (S$)<br />
2.3 million<br />
Committed Occupancy (%) 96.5<br />
Notes:<br />
1<br />
Reflects one-third interest.<br />
2<br />
For the period of 9 December to 31 December <strong>2010</strong>. Comprises other income and interest<br />
income from the jointly controlled entity net of all taxes.<br />
strong Tenant mix<br />
As at 31 December <strong>2010</strong>, 69.1% of the total gross revenue <strong>for</strong> the<br />
month of December <strong>2010</strong> was attributed to the Banking, Insurance and<br />
Financial Services sector.<br />
Lease Expiry Profile<br />
Based on the committed leases as at 31 December <strong>2010</strong>, 3.8% of the<br />
total net lettable area of the MBFC Properties is due to expire during<br />
the period from <strong>FY</strong> 2011 to <strong>FY</strong> 2014, whilst 92.7% is due to expire in<br />
<strong>FY</strong> 2015 and beyond.<br />
mBFC Properties<br />
Business Sector Analysis (By Gross Rental Income 1 )<br />
As at 31 December <strong>2010</strong><br />
Legal 2.4%<br />
Real Estate and Property Services 1.7%<br />
Trading 18.5%<br />
Banking, Insurance and Financial Services 69.1%<br />
Technology, Services and Consultancy 2.6%<br />
Electronics / Technology 0.1%<br />
Fashion 0.5%<br />
Food and Beverage 3.0%<br />
Gifts and Speciality / Books / Hobbies / Toys 0.1%<br />
Jewellery and Watches 0.1%<br />
Beauty / Health 0.2%<br />
Services/Educational 1.5%<br />
Others 0.2%<br />
1<br />
Reflects one-third interest.<br />
mBFC Properties<br />
Lease Expiry Profile 1<br />
As at 31 December <strong>2010</strong><br />
%<br />
100<br />
90<br />
80<br />
70<br />
60<br />
50<br />
40<br />
30<br />
20<br />
10<br />
0<br />
0.5 0.5<br />
<strong>FY</strong> 2011<br />
0.0<br />
0.0<br />
<strong>FY</strong> 2012<br />
% of Monthly Gross Rental Income<br />
% of NLA (sq ft)<br />
1<br />
Reflects one-third interest.<br />
4.1 2.9 0.4 0.4<br />
<strong>FY</strong> 2013 <strong>FY</strong> 2014<br />
95.0 92.7<br />
<strong>FY</strong> 2015<br />
& Beyond<br />
The Manager’s objective <strong>for</strong> the MBFC Properties is<br />
to generate sustainable growth from its interest in<br />
the property <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong> unitholders.
50<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Market <strong>Report</strong><br />
The Singapore Office Market<br />
Overview<br />
The office market turned around in<br />
<strong>2010</strong>, after suffering a fall of 46% to<br />
51% in rental values in the city centre<br />
in 2009. Business sentiments improved<br />
significantly in <strong>2010</strong> with strong economic<br />
growth. The financial services sector grew<br />
by 12.2% while the business services<br />
sector expanded by 5.9% in <strong>2010</strong>, more<br />
than the 4.3% growth in each sector in<br />
2009. Companies in these two sectors are<br />
major occupiers of office space.<br />
Occupiers grew more confident in securing<br />
new space and renewing leases, leading<br />
to a strong recovery in demand. Besides<br />
existing businesses taking up more<br />
space, new entrants increased in number<br />
spanning across various industries such<br />
as the tourism, oil and gas, IT, legal and<br />
financial services. There is strong interest<br />
in new or soon-to-be completed office<br />
blocks by occupiers who are looking to<br />
consolidate and expand their office space.<br />
Outlook<br />
With economic growth <strong>for</strong>ecast of 4% to<br />
6% <strong>for</strong> 2011, the office sector is expected to<br />
be on the upward trend. The government<br />
expects the services sector to contribute as<br />
much as two-thirds of GDP growth in 2011.<br />
Demand <strong>for</strong> office space will continue to be<br />
strong with many firms intending to hire to<br />
supplement their business expansion plans.<br />
Nevertheless, with a slower economic<br />
growth expected in 2011 and a significant<br />
amount of new space completing in<br />
the year, the pace of rental increase is<br />
expected to be more moderate at about<br />
9%-12%. A substantial 3.0 million sq<br />
ft of office space is estimated to be<br />
completed in 2011, mainly in Marina<br />
Bay and Raffles Place (Figure 2). The net<br />
increase in supply is however expected<br />
to be lower at about 2.2 million sq ft<br />
due to the removal of some existing<br />
buildings <strong>for</strong> redevelopment.<br />
Downward pressure on the occupancy<br />
rates of older secondary buildings<br />
is expected as occupiers move to<br />
the better quality buildings that are<br />
being vacated. Hence there could be<br />
a 2- speed rental growth trend due to<br />
strong demand <strong>for</strong> newer office space<br />
while landlords seek to retain tenants<br />
in the older office developments with<br />
competitive rents.<br />
As the slow economic growth in the<br />
US and Europe is still holding back<br />
widespread expansion among occupiers<br />
whose headquarters are based in these<br />
major economies, the upside potential is<br />
<strong>for</strong> rents to grow faster than <strong>for</strong>ecasted<br />
should these economies grow more<br />
strongly than expected.<br />
As a result of the upturn in demand which<br />
outstripped the 2.4 million sq ft of net<br />
increase in supply in <strong>2010</strong>, average office<br />
occupancy rates were on an upward trend<br />
throughout <strong>2010</strong>. The average islandwide<br />
office occupancy rate rose from 91.7% in<br />
Q4 2009 to 95.4% in Q4 <strong>2010</strong>. In Raffles<br />
Place, the average office occupancy rate<br />
grew from 90.5% in Q4 2009 to 96.7% in<br />
Q4 <strong>2010</strong>.<br />
The completion of Marina Bay Financial<br />
Centre (MBFC) in <strong>2010</strong> more than doubled<br />
the office stock at Marina Bay. However,<br />
occupancy at Marina Bay remained<br />
high due to the new space being precommitted<br />
be<strong>for</strong>e completion.<br />
Figure 1<br />
Average office gross rental values<br />
$ per sq ft per month<br />
20.0<br />
18.0<br />
16.0<br />
14.0<br />
12.0<br />
10.0<br />
8.0<br />
6.0<br />
4.0<br />
2.0<br />
0.0<br />
Raffles Place Grade A<br />
2001<br />
2002<br />
2003<br />
Marina Centre<br />
2004<br />
2005<br />
Shenton Way/Bobinson Rd/Cecil St<br />
2006<br />
2007<br />
2008<br />
Source: DTZ Research, February 2011<br />
2009<br />
<strong>2010</strong><br />
Prime offices led the increase in rents in<br />
<strong>2010</strong> as occupiers took the opportunity<br />
to lock in attractive rents at the bottom<br />
of the cycle. The average prime gross rent<br />
in Raffles Place, which bottomed at $7.80<br />
per sq ft per month in the first quarter of<br />
<strong>2010</strong>, rose 1.3% in Q2 <strong>2010</strong>. The pace of<br />
increase accelerated in the second half of<br />
the year, by 6.3% in Q3 <strong>2010</strong> and 7.1% in<br />
Q4 <strong>2010</strong>. By end <strong>2010</strong>, prime office gross<br />
rents in Raffles Place have risen 13.9%<br />
year-on-year to $9.00 per sq ft per month.<br />
For the whole of <strong>2010</strong>, rents in the city<br />
centre rebounded by 8.3% to 13.9%, as<br />
the economy expanded at a record high<br />
rate of 14.5% (Figure 1).<br />
Figure 2<br />
Source: URA, DTZ Research, February 2011<br />
office development pipeline by location (2011-2015)<br />
Marina Bay<br />
Raffles Place<br />
Shenton Way/Bobinson Rd/Cecil St<br />
Others<br />
sq ft (000s)<br />
3,200<br />
2,800<br />
2,400<br />
2,000<br />
1,600<br />
1,200<br />
800<br />
400<br />
0.0<br />
2011<br />
2012 2013 2014 2015
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
51<br />
The Singapore Retail Market<br />
Overview<br />
With demand still adjusting to supply<br />
conditions in the industry, rental<br />
per<strong>for</strong>mance in the retail sector was<br />
generally mixed in <strong>2010</strong>.<br />
Rents in the other city areas outside<br />
Orchard/Scotts Road saw the largest drop<br />
in <strong>2010</strong>, due to a flood of new retail<br />
offerings from developments such as The<br />
Shoppes at Marina Bay Sands and Marina<br />
Bay Link Mall. Average fixed gross rents<br />
<strong>for</strong> first-storey prime retail space in this<br />
micromarket fell 2% year-on-year (YOY)<br />
to $23.90 per sq ft per month in Q4 <strong>2010</strong><br />
(Figure 3).<br />
Malls in the Orchard/Scotts Road area<br />
fared slightly better. After a significant<br />
release of 1.5 million sq ft of new retail<br />
space in the Orchard/Scotts Road area in<br />
2009 and <strong>2010</strong>, supply there is headed<br />
<strong>for</strong> a breather in 2011 and 2012. The<br />
average fixed gross rent of prime firststorey<br />
space in Orchard/Scotts Road<br />
edged higher by 0.3% YOY to $39.80 per<br />
sq ft per month in Q4 <strong>2010</strong> after staying<br />
flat <strong>for</strong> three quarters.<br />
As suburban malls have stable catchment<br />
demand, rents there are more resilient<br />
as compared to the malls in the Orchard/<br />
Scotts Road and other city areas. The<br />
average fixed gross rents in suburban<br />
malls moved up by a stronger 0.6% YOY in<br />
Q4 <strong>2010</strong> to $33.70 per sq ft per month.<br />
Outlook<br />
While the mood is upbeat, retailers are<br />
increasingly concerned about rising costs.<br />
Retail sales will also be affected by the<br />
continued strength of the Singapore<br />
dollar, which could affect tourist spending<br />
and result in a higher incidence of<br />
Singaporeans travelling overseas. More<br />
Singaporeans are also turning to shopping<br />
through the Internet.<br />
Competition in the retail scene will remain<br />
intense as consumers are spoilt with more<br />
retail choices. Nevertheless, with little new<br />
supply expected in 2011 and 2012 along<br />
the premier Orchard Road/Scotts Road<br />
shopping belt, prime rents are expected to<br />
increase by 2%-3.0% in 2011.<br />
Rents in other city areas are also expected<br />
to improve in 2011, as spillover traffic<br />
from the Marina Bay Sands integrated<br />
resort have been observed in nearby malls<br />
particularly those with high accessibility<br />
via the mass transit lines.<br />
Figure 3<br />
Average retail gross fixed rental values<br />
Orchard/Scotts Rd<br />
$ per sq ft per month<br />
45<br />
40<br />
35<br />
30<br />
Other city areas<br />
In contrast, rents at suburban malls are<br />
expected to rise more moderately as more<br />
than half of the 3 million sq ft of new<br />
supply of new retail space will be in the<br />
suburban areas (Figure 4).<br />
Suburban areas<br />
Source: DTZ Research, February 2011<br />
With the retail sales index excluding sales<br />
of motor vehicles up 5.6% in <strong>2010</strong> and<br />
tourist receipts surging 49% in the same<br />
period to a record $18.8bn, the retail<br />
sector will continue to benefit from the<br />
growth of regional economies as well<br />
as the integrated resorts, which have<br />
boosted tourist arrivals significantly.<br />
The robust economic per<strong>for</strong>mance has also<br />
led to a tight labour market. According to<br />
data from the Ministry of Manpower,<br />
real wages had risen by an average of<br />
2.5% YOY <strong>for</strong> the first nine months of<br />
<strong>2010</strong>. Higher spending power and low<br />
unemployment, which fell to 2.2% in<br />
<strong>2010</strong> from 3.0% 2009, are bolstering<br />
domestic consumption.<br />
25<br />
20<br />
Figure 4<br />
2001<br />
2002<br />
2003<br />
2004<br />
2005<br />
2006<br />
2007<br />
retail development pipeline by location (2011-2015)<br />
Orchard/Scotts Rd<br />
Other city areas<br />
Suburban areas<br />
sq ft (000s)<br />
1,000<br />
800<br />
600<br />
400<br />
200<br />
2008<br />
2009<br />
<strong>2010</strong><br />
Source: URA, DTZ Research, February 2011<br />
0.0<br />
2011<br />
2012 2013 2014 2015
52<br />
PASSION TO DELIVER<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Investor Communications<br />
The Manager is committed towards<br />
upholding the utmost standards of<br />
accountability to <strong>Suntec</strong> <strong>REIT</strong>’s<br />
unitholders. It achieves this through<br />
good corporate transparency practices,<br />
maintaining an active channel of<br />
communication <strong>for</strong> investors, analysts<br />
and other stakeholders to access<br />
accurate and timely in<strong>for</strong>mation on<br />
<strong>Suntec</strong> <strong>REIT</strong>, and in working towards<br />
fostering good long-term relationships<br />
with its stakeholders.<br />
The senior management team of the<br />
Manager has held regular meetings<br />
and conference calls with institutional<br />
investors throughout the year. Our<br />
participation in various key regional<br />
equity and property conferences has<br />
also enabled us to remain accessible to<br />
investors and the opportunity to provide<br />
key strategic and per<strong>for</strong>mance updates<br />
on <strong>Suntec</strong> <strong>REIT</strong>. The Manager also held<br />
the inaugural annual general meeting<br />
of <strong>Suntec</strong> <strong>REIT</strong> unitholders in April<br />
<strong>2010</strong>, and two extraordinary general<br />
meetings in April <strong>2010</strong> and November<br />
<strong>2010</strong>, all of which were well-attended<br />
by retail investors. It was an opportune<br />
time <strong>for</strong> senior management to actively<br />
engage retail investors in their enquiries<br />
and discussions about <strong>Suntec</strong> <strong>REIT</strong>.<br />
The Manager conducts regular postresults<br />
analyst and media briefings<br />
every six months subsequent to the<br />
release of the first-half and full-year<br />
financial results. There is extensive<br />
coverage on <strong>Suntec</strong> <strong>REIT</strong>, with research<br />
coverage by analysts from 19 local<br />
and <strong>for</strong>eign brokerage firms to date,<br />
providing a global reach to unitholders<br />
and potential investors worldwide.<br />
In recognition of its good corporate<br />
transparency practices, <strong>Suntec</strong> <strong>REIT</strong><br />
was conferred a Runner-up Award<br />
<strong>for</strong> the “Most Transparent Company<br />
Award <strong>2010</strong>” under the <strong>REIT</strong>s category<br />
in the SIAS Investors’ Choice Awards<br />
<strong>2010</strong>. This is the fifth year that <strong>Suntec</strong><br />
<strong>REIT</strong>s has received the award <strong>for</strong><br />
corporate transparency. <strong>Suntec</strong> <strong>REIT</strong><br />
has also won a Gold Award <strong>for</strong> the<br />
<strong>Suntec</strong> <strong>REIT</strong> <strong>Annual</strong> <strong>Report</strong> 2009 under<br />
the <strong>REIT</strong>-Industrial/Office category<br />
at the International GALAXY <strong>2010</strong><br />
Awards competition. The award is in<br />
recognition of the values of creativity,<br />
effectiveness, per<strong>for</strong>mance and<br />
success exemplified in professional<br />
communications.<br />
The <strong>Suntec</strong> <strong>REIT</strong> website is regularly<br />
updated with current financial and<br />
corporate in<strong>for</strong>mation on <strong>Suntec</strong> <strong>REIT</strong>,<br />
including press releases, announcements,<br />
corporate earnings results and other key<br />
in<strong>for</strong>mation. Users can access the website<br />
at www.suntecreit.com to download<br />
these reports.<br />
UNITHOLDER ENQUIRIES<br />
For more in<strong>for</strong>mation on <strong>Suntec</strong> <strong>REIT</strong><br />
and its operations, please contact the<br />
Manager, ARA Trust Management<br />
(<strong>Suntec</strong>) Limited via the following:<br />
Telephone: +65 6835 9232<br />
Fax: +65 6835 9672<br />
Email: enquiry@suntecreit.com<br />
Website: www.suntecreit.com<br />
PROPOSED 2011/2012<br />
CALENDAR<br />
April 2011<br />
• <strong>Annual</strong> General Meeting<br />
• Announcement of the first<br />
quarter results<br />
May 2011<br />
• Books closure date to determine<br />
the first quarter distribution<br />
entitlement<br />
• The first quarter distribution<br />
July 2011<br />
• Announcement of the second<br />
quarter and half-year results<br />
• Books closure date to determine<br />
the second quarter distribution<br />
entitlement<br />
August 2011<br />
• The second quarter distribution<br />
October 2011<br />
• Announcement of the third<br />
quarter results<br />
November 2011<br />
• Books closure date to determine<br />
the third quarter distribution<br />
entitlement<br />
• The third quarter distribution<br />
January 2012<br />
• Announcement of the fourth<br />
quarter and full year results<br />
February 2012<br />
• Books closure date to determine<br />
the fourth quarter distribution<br />
entitlement<br />
• The fourth quarter distribution
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
53<br />
Corporate<br />
Governance<br />
Corporate Governance 54<br />
Financial Contents<br />
REPORT OF THE TRUSTEE 64<br />
STATEMENT BY THE MANAGER 65<br />
INDEPENDENT AUDITORS’ REPORT 66<br />
BALANCE SHEETS 67<br />
STATEMENTS OF TOTAL RETURN 68<br />
DISTRIBUTION STATEMENTS 69<br />
STATEMENTS OF MOVEMENTS<br />
IN UNITHOLDERS’ FUNDS 71<br />
PORTFOLIO STATEMENTS 72<br />
CONSOLIDATED STATEMENT OF CASH FLOWS 75<br />
NOTES TO THE FINANCIAL STATEMENTS 76<br />
STATISTICS OF UNITHOLDINGS 111<br />
ADDITIONAL INFORMATION 113<br />
Notice of <strong>Annual</strong> General Meeting 114<br />
CORPORATE DIRECTORY 117<br />
PROXY FORM 119
54<br />
Passion to Deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Corporate Governance<br />
ARA Trust Management (<strong>Suntec</strong>) Limited, as the Manager of <strong>Suntec</strong> <strong>REIT</strong> (the “Manager”), has adopted an overall corporate<br />
governance framework designed to meet best practice principles. The Manager also recognises that an effective corporate<br />
governance culture is critical to its per<strong>for</strong>mance and consequently, the success of <strong>Suntec</strong> <strong>REIT</strong>, which it manages. In particular,<br />
the Manager has an obligation to act honestly, with due care and diligence, and in the best interest of <strong>Suntec</strong> <strong>REIT</strong> unitholders<br />
(“Unitholders”).<br />
The following segments describe the Manager’s main corporate governance policies and practices. They encompass proactive<br />
measures <strong>for</strong> avoiding situations of conflict and potential conflict of interest, including prioritising the interests of the<br />
Unitholders over the Manager’s, ensuring that applicable laws and regulations are complied with, and that the Manager’s<br />
obligations under the Trust Deed (as defined below) are properly and efficiently carried out. The Manager confirms that it has<br />
adhered to the principles and guidelines as set out in the Code of Corporate Governance 2005 (the “Code”) where applicable,<br />
and has specified and explained areas of non-compliance.<br />
THE MANAGER OF SUNTEC <strong>REIT</strong><br />
The Manager has general powers of management over the assets of <strong>Suntec</strong> <strong>REIT</strong>. The Manager’s main responsibility is to manage<br />
<strong>Suntec</strong> <strong>REIT</strong>’s assets and liabilities in the best interest of Unitholders.<br />
The primary role of the Manager is to set the strategic direction of <strong>Suntec</strong> <strong>REIT</strong> and make recommendations to HSBC Institutional<br />
Trust Services (Singapore) Limited, as trustee of <strong>Suntec</strong> <strong>REIT</strong> (the “Trustee”), on the acquisition, divestment and enhancement of<br />
assets of <strong>Suntec</strong> <strong>REIT</strong> in accordance with its stated investment strategy.<br />
Other main functions and responsibilities of the Manager include:<br />
1. using its best endeavours to ensure that the business of <strong>Suntec</strong> <strong>REIT</strong> is carried out and conducted in a proper and efficient<br />
manner and to conduct all transactions with or <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong> at arm’s length and on normal commercial terms.<br />
2. preparing property reports on a regular basis, which may contain <strong>for</strong>ecasts on net income, capital expenditure, sales<br />
and valuations, explanations of major variances to previous <strong>for</strong>ecasts, written commentary on key issues and underlying<br />
assumptions on inflation, annual turnover, occupancy costs and any other relevant assumptions. The purpose of these<br />
reports is to monitor and explain the per<strong>for</strong>mance of <strong>Suntec</strong> <strong>REIT</strong>’s assets.<br />
3. ensuring compliance with the applicable provisions of the Securities and Futures Act, Chapter 289, of Singapore and<br />
all other relevant legislation, the Listing Manual of the Singapore Exchange Securities Trading Limited (the “SGX-ST”)<br />
(the "Listing Manual"), the Code on Collective Investment Schemes ("CIS Code") issued by Monetary Authority of<br />
Singapore (“MAS”), including the Property Funds Appendix, the Trust Deed (as amended), the tax ruling dated 15 June<br />
2004 issued by the Inland Revenue Authority of Singapore and all relevant contracts.<br />
4. attending to all regular communications with Unitholders.<br />
5. supervising the Property Managers which provide property management, lease management, marketing and<br />
marketing co-ordination services in relation to <strong>Suntec</strong> <strong>REIT</strong>’s properties pursuant to the respective property<br />
management agreements.<br />
<strong>Suntec</strong> <strong>REIT</strong>, constituted as a trust, is externally managed by the Manager and accordingly, it has no personnel of its own.<br />
The Manager appoints experienced and well-qualified management to handle its day-to-day operations. The Manager is<br />
appointed in accordance with the terms of the Trust Deed dated 1 November 2004 as amended by a First Supplemental Deed<br />
dated 25 January 2006, a Second Supplemental Deed dated 20 April 2006, a Third Supplemental Deed dated 30 July 2007, a<br />
Fourth Supplemental Deed dated 11 October 2007, a Fifth Supplemental Deed dated 29 September 2008, a Sixth Supplemental<br />
Deed dated 14 April <strong>2010</strong> and a First Amending and Restating Trust Deed dated 7 September <strong>2010</strong> (collectively, the “Trust Deed”).<br />
The Trust Deed outlines certain circumstances under which the Manager can be removed by notice in writing given by the<br />
Trustee in favour of a corporation appointed by the Trustee, upon the occurrence of certain events, including the Unitholders<br />
by a resolution passed by a simple majority of Unitholders, present and voting at a meeting of Unitholders, duly convened and<br />
held in accordance with the provisions of the Trust Deed.<br />
On 8 October <strong>2010</strong>, the Manager was granted a Capital Markets Services Licence (“CMS Licence”) by the MAS to carry out real<br />
estate investment trust ("<strong>REIT</strong>") management activities as required under the new licensing regime <strong>for</strong> <strong>REIT</strong> managers.
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
55<br />
Corporate Governance<br />
THE BOARD’S CONDUCT OF AFFAIRS<br />
Principle 1<br />
Every company should be headed by an effective Board to lead and control the company. The Board is<br />
collectively responsible <strong>for</strong> the success of the company. The Board works with Management to achieve this and<br />
the Management remains accountable to the Board.<br />
The Board of Directors of the Manager (the “Board”) is entrusted with responsibility <strong>for</strong> the overall management of the<br />
Manager. The Board is responsible <strong>for</strong> the overall corporate governance of the Manager including establishing goals <strong>for</strong><br />
managing and monitoring the achievement of these goals. The Board is also responsible <strong>for</strong> the strategic business direction and<br />
risk management of <strong>Suntec</strong> <strong>REIT</strong>. All Board members participate in matters relating to corporate governance, business operations<br />
and risks, financial per<strong>for</strong>mance and the nomination and appointment of directors. The Board has established a framework <strong>for</strong><br />
the management of the Manager and <strong>Suntec</strong> <strong>REIT</strong>, including a system of internal controls and a risk management process.<br />
The Board meets regularly to review the Manager’s key activities. Board meetings are held once every quarter (or more often if<br />
necessary) to discuss and review the strategies and policies of <strong>Suntec</strong> <strong>REIT</strong>, including any significant acquisitions and disposals,<br />
the annual budget, the financial per<strong>for</strong>mance of <strong>Suntec</strong> <strong>REIT</strong> against a previously approved budget and to approve the release<br />
of quarterly, half year and full year results. The Board also reviews the risks to the assets of <strong>Suntec</strong> <strong>REIT</strong> and acts upon any<br />
comments from the auditors of <strong>Suntec</strong> <strong>REIT</strong>. Where necessary, additional Board meetings would be held to address significant<br />
transactions or issues. The Articles of Association of the Manager permits Directors’ participation in meetings by way of teleconference<br />
or video conference.<br />
Four Board meetings were held during the financial year ended 31 December <strong>2010</strong> (“<strong>FY</strong> <strong>2010</strong>”).<br />
The Board has adopted a set of internal controls which it believes is adequate and appropriate delegation of authority has<br />
been provided to Management of the Manager (“Management“) to facilitate operational efficiency and which includes,<br />
among other things, approval limits <strong>for</strong> capital expenditure and operating of bank accounts. Apart from matters that<br />
specifically require approval from the Board, the Board approves transactions exceeding certain threshold limits, while<br />
delegating authority <strong>for</strong> transactions below those limits.<br />
Changes to regulations, policies and accounting standards are monitored closely. Where the changes have an important impact<br />
on <strong>Suntec</strong> <strong>REIT</strong> and its disclosure obligations, the Directors are briefed either during a Board meeting, at specially convened<br />
sessions or via circulation of Board papers. Relevant updates, news releases issued by the SGX-ST and the Accounting and<br />
Corporate Regulatory Authority (“ACRA”) will also be circulated to the Board <strong>for</strong> in<strong>for</strong>mation.<br />
Newly appointed Directors to the Board are briefed on the business activities of <strong>Suntec</strong> <strong>REIT</strong> and its strategic directions.<br />
BOARD COMPOSITION AND GUIDANCE<br />
Principle 2<br />
There should be a strong and independent element on the Board, which is able to exercise objective judgement<br />
on corporate affairs independently, in particular, from Management. No individual or small group of individuals<br />
should be allowed to dominate the Board’s decision making.<br />
The Board presently comprises ten members, four of whom are independent. The Chairman of the Board is Mr. Chiu Kwok<br />
Hung, Justin.<br />
The composition of the Board is determined using the following principles:<br />
1. the Chairman of the Board should be a Non-executive Director;<br />
2. the Board should comprise Directors with a broad range of commercial experience including expertise in fund management<br />
and the property industry; and<br />
3. at least one-third of the Board should comprise Independent Directors.<br />
The composition of the Board is reviewed regularly to ensure that the Board has the appropriate mix of expertise and experience.
56<br />
Passion to Deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Corporate Governance<br />
The Board welcomed a new member in <strong>2010</strong>. Mr. Chen Wei Ching, Vincent joined the Board in October <strong>2010</strong> as an Independent<br />
Director and was appointed a member of the audit committee and designated committee. Mr. Chen brings with him more than<br />
20 years experience in the banking and finance industry.<br />
The Board is of the view that its current composition of persons who as a group provide the necessary core competencies,<br />
is adequate and that the current Board size is appropriate, taking into consideration the nature and scope of <strong>Suntec</strong> <strong>REIT</strong>’s<br />
operations.<br />
Profiles of the Directors and other relevant in<strong>for</strong>mation are set out on Pages 12 to 15 of this <strong>Annual</strong> <strong>Report</strong>.<br />
At least one-third of the Board comprises Independent Directors. This enables Management to benefit from their objective<br />
perspective of issues that are brought be<strong>for</strong>e the Board. A healthy exchange of ideas and views between the Board and<br />
Management through regular meetings and updates will enhance the management of <strong>Suntec</strong> <strong>REIT</strong>. This, together with a clear<br />
separation of roles between Chairman and Chief Executive Officer (“CEO”), provide a healthy and professional relationship<br />
between the Board and Management.<br />
Non-executive Directors contribute to the Board process by maintaining and reviewing Management’s per<strong>for</strong>mance against<br />
goals and objectives. Their views and opinions provide alternative perspectives to <strong>Suntec</strong> <strong>REIT</strong>’s business.<br />
When reviewing Management proposals or decisions, the Non-executive and Independent Directors bring objective and<br />
unbiased judgement to bear on business activities and transactions involving conflict of interest and other complexities.<br />
DESIGNATED COMMITTEE<br />
The designated committee (“DC”) was constituted by the Board on 26 October <strong>2010</strong> to assist in the discharge of its responsibilities<br />
and it comprises the following members:<br />
• Mr. Chow Wai Wai, John<br />
Chairman<br />
• Mr. Tan Kian Chew<br />
Member<br />
• Mr. Chen Wei Ching, Vincent<br />
Member<br />
• Ms. Seow Bee Lian, Cheryl<br />
Member*<br />
*Ms. Seow is the Group Finance Director of ARA Asset Management Limited.<br />
The DC has adopted a written terms of reference. Its primary duty is to assist the Board:<br />
1. in reviewing Management’s proposal on the structure of financing and refinancing strategies <strong>for</strong> recommendation to the<br />
Board <strong>for</strong> approval; and<br />
2. in reviewing and approving Management’s proposal on hedging strategies, financing and re-financing arrangements and<br />
transactions involving derivative instruments <strong>for</strong> hedging purposes.<br />
The DC would also undertake other reviews and projects as may be requested by the Board.
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
57<br />
Corporate Governance<br />
MEETING ATTENDANCE<br />
The matrix of Board members’ participation in meetings of the Board and its Board Committees and attendance thereat <strong>for</strong><br />
<strong>FY</strong> <strong>2010</strong> are as follows:<br />
Board Meeting<br />
Audit Committee<br />
Meetings<br />
Designated Committee<br />
Meetings<br />
Board Members<br />
Participation<br />
Attendance/<br />
Number of<br />
Meetings<br />
Participation<br />
Attendance/<br />
Number of<br />
Meetings<br />
Participation<br />
Attendance/<br />
Number of<br />
Meetings<br />
Mr. Chiu Kwok Hung,<br />
Chairman 4/4 NA NA NA NA<br />
Justin<br />
Mr. Lim Hwee Chiang,<br />
Member 4/4 NA NA NA NA<br />
John<br />
Mr. Ip Tak Chuen,<br />
Member 4/4 NA NA NA NA<br />
Edmond (Alternate<br />
Director – Mr. Ma Lai Chee,<br />
Gerald)<br />
Mr. Tan Kian Chew Member 4/4 Chairman 5/5 Member 1/1<br />
Mrs. Sng Sow-Mei<br />
Member 4/4 Member 5/5 NA NA<br />
(alias Poon Sow Mei)<br />
Mr. Lim Lee Meng Member 4/4 Member 5/5 NA NA<br />
Mr. Chen Wei Ching,<br />
Vincent<br />
Mr. Chow Wai Wai,<br />
John<br />
Member 1/1 Member 2/2 Member 1/1<br />
Member 4/4 NA NA Chairman 1/1<br />
Mr. Yeo See Kiat Member and CEO 4/4 CEO NA CEO NA<br />
CHAIRMAN AND CHIEF EXECUTIVE OFFICER<br />
Principle 3<br />
There should be a clear division of responsibilities at the top of the company – the working of the Board and the<br />
executive responsibility of the company’s business – which will ensure a balance of power and authority, such that<br />
no one individual represents a considerable concentration of power.<br />
The roles of Chairman and CEO are separate and held by Mr. Chiu Kwok Hung, Justin and Mr. Yeo See Kiat respectively.<br />
The Chairman leads the Board and ensures that its members work together with Management in a constructive manner to<br />
address strategies, business operations and enterprise issues. The CEO has full executive responsibilities over the business<br />
direction and operational decisions of managing <strong>Suntec</strong> <strong>REIT</strong>.<br />
BOARD MEMBERSHIP AND PERFORMANCE<br />
Principle 4<br />
Principle 5<br />
There should be a <strong>for</strong>mal and transparent process <strong>for</strong> the appointment of new directors to the Board.<br />
There should be a <strong>for</strong>mal assessment of the effectiveness of the Board as a whole and the contribution by each<br />
director to the effectiveness of the Board.<br />
As the Manager is not itself a listed entity, the Manager does not consider it necessary <strong>for</strong> the Board to establish a nominating<br />
committee. The Manager believes that contributions from each Director go beyond his/her attendance in meetings of the<br />
Board and its Board Committees and are reflected in the long term success of <strong>Suntec</strong> <strong>REIT</strong>. The Board per<strong>for</strong>ms functions that a<br />
nominating committee would per<strong>for</strong>m, namely, tabling nominations to the Board, reviewing the structure, size and composition<br />
of the Board and reviewing the independence of Board members.
58<br />
Passion to Deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Corporate Governance<br />
In reviewing and recommending the appointment of new Directors, the Board takes into consideration the current Board size<br />
and mix, and the principles outlined earlier in this statement. The Board also reviews the candidate’s ability to contribute to the<br />
proper guidance of the Manager in its management of <strong>Suntec</strong> <strong>REIT</strong>.<br />
The independence of Directors is reviewed upon appointment and thereafter annually by the Board.<br />
Reviews of Board per<strong>for</strong>mance as appropriate are in<strong>for</strong>mal. Renewal or replacement of Board members do not necessarily<br />
reflect their contributions to-date, but may be driven by the needs of <strong>Suntec</strong> <strong>REIT</strong> and its business. The Manager believes that<br />
Board per<strong>for</strong>mance would be better reflected and evidenced by proper guidance, diligent oversight and able leadership and<br />
support that it lends to the Management to steer <strong>Suntec</strong> <strong>REIT</strong>’s per<strong>for</strong>mance under favourable or challenging market conditions.<br />
Ultimately, the interests of <strong>Suntec</strong> <strong>REIT</strong> will be safeguarded and reflected by maximisation of Unitholder’s value.<br />
ACCESS TO INFORMATION<br />
Principle 6<br />
In order to fulfil their responsibilities, Board members should be provided with complete, adequate and timely<br />
in<strong>for</strong>mation prior to Board meetings and on an on-going basis.<br />
Management provides complete, adequate and timely in<strong>for</strong>mation to the Board on Board affairs and issues that require the<br />
Board’s decision. Explanatory background in<strong>for</strong>mation relating to matters to be brought be<strong>for</strong>e the Board, budgets, and copies<br />
of relevant disclosure documents are usually provided. In relation to budgets, any material variance between projections and<br />
actual results are disclosed and explained to the Board.<br />
The CEO keeps Board members abreast of key developments affecting <strong>Suntec</strong> <strong>REIT</strong> as well as material transactions so that the<br />
Board is kept fully aware of the affairs of <strong>Suntec</strong> <strong>REIT</strong>. All Directors have separate and independent access to Management,<br />
the Company Secretary, internal and external auditors at all times.<br />
The Company Secretary attends all Board meetings and assists the Board in ensuring that Board procedures and all other<br />
rules and regulations applicable to the Manager are complied with. The Company Secretary works with the Chairman to ensure<br />
that in<strong>for</strong>mation flows within the Board and its Board Committees and between senior management and the Non-executive<br />
Directors. The Company Secretary will assist with professional development and training <strong>for</strong> Directors when required to do so.<br />
The appointment and the removal of the Company Secretary shall be reviewed by the Board.<br />
The Manager has in place procedures to enable Directors, whether as a group or individually, to obtain independent<br />
professional advice as and when necessary, in furtherance of their duties, at the Manager’s expense. The appointment of such<br />
independent professional advisors is subject to approval by the Board.<br />
REMUNERATION MATTERS<br />
Principle 7<br />
Principle 8<br />
Principle 9<br />
There should be a <strong>for</strong>mal and transparent procedure <strong>for</strong> developing policy on executive remuneration and<br />
<strong>for</strong> fixing the remuneration packages of individual directors. No director should be involved in deciding his<br />
own remuneration.<br />
The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the<br />
company successfully but companies should avoid paying more than is necessary <strong>for</strong> this purpose. A significant<br />
proportion of executive directors’ remuneration should be structured so as to link rewards to corporate and<br />
individual per<strong>for</strong>mance.<br />
Each company should provide clear disclosure of its remuneration policy, level and mix or remuneration, and the<br />
procedure <strong>for</strong> setting remuneration in the company’s annual report. It should provide disclosure in relation to its<br />
remuneration policies to enable investors to understand the link between remuneration paid to directors and key<br />
executives, and per<strong>for</strong>mance.<br />
All directors and employees of the Manager are remunerated by the Manager, and not <strong>Suntec</strong> <strong>REIT</strong>.
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ACCOUNTABILITY<br />
Principle 10<br />
The Board should present a balanced and understandable assessment of the company’s per<strong>for</strong>mance, position<br />
and prospects.<br />
The Board seeks to keep Unitholders updated on <strong>Suntec</strong> <strong>REIT</strong>’s financial per<strong>for</strong>mance, position and prospects through quarterly<br />
and annual financial reports as well as timely announcements on developments in its businesses. Quarterly results are released<br />
to Unitholders within 45 days of the reporting period while the full year results are released to Unitholders within 60 days of the<br />
financial year end. In presenting the financial reports, the Board aims to provide a balanced and understandable presentation<br />
of <strong>Suntec</strong> <strong>REIT</strong>’s financial per<strong>for</strong>mance, position and prospects.<br />
Management provides the Board with a continual flow of relevant in<strong>for</strong>mation on the per<strong>for</strong>mance on a timely basis in order<br />
that the Board may effectively discharge its duties.<br />
AUDIT COMMITTEE<br />
Principle 11<br />
The Board should establish an Audit Committee with written terms of reference which clearly set out its authority<br />
and duties.<br />
The Board has established an audit committee ("AC") to assist in the discharge of its responsibilities.<br />
The AC comprises four Independent Directors, namely:<br />
• Mr. Tan Kian Chew<br />
• Mrs. Sng Sow-Mei (alias Poon Sow Mei)<br />
• Mr. Lim Lee Meng<br />
• Mr. Chen Wei Ching, Vincent<br />
Chairman<br />
Member<br />
Member<br />
Member<br />
The AC members have professional expertise and experience in financial and business management fields. The Board is of the<br />
view that members of the AC are appropriately qualified, with the necessary accounting and financial management expertise.<br />
Five AC meetings were held in <strong>FY</strong> <strong>2010</strong>.<br />
In keeping with best practices in corporate governance, the Board has established that a majority of members of the AC<br />
(including the Chairman) shall be Independent Directors.<br />
The role of the AC is to monitor and evaluate the effectiveness of the Manager’s internal controls. The AC also reviews the quality<br />
and reliability of in<strong>for</strong>mation prepared <strong>for</strong> inclusion in financial reports and any <strong>for</strong>mal announcements relating to <strong>Suntec</strong> <strong>REIT</strong>’s<br />
financial per<strong>for</strong>mance. The AC is responsible <strong>for</strong> the nomination of external auditors and <strong>for</strong> reviewing the adequacy of existing<br />
audits in respect of cost, scope and per<strong>for</strong>mance. The AC meets with the external auditors and the internal auditors, without the<br />
presence of Management, at least once annually.<br />
In <strong>FY</strong> <strong>2010</strong>, the AC had met with the internal and external auditors without the presence of Management. The internal<br />
and external auditors had confirmed that they had full access to and had received the full co-operation and support<br />
of Management.
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The AC has adopted a written terms of reference defining its scope of authorities and responsibilities which include:<br />
1. reviewing external and internal audit reports to ensure that where any deficiency in internal controls has been identified,<br />
appropriate and prompt remedial action is taken by Management;<br />
2. monitoring procedures in place to ensure compliance with applicable legislation, the Listing Manual and the Property<br />
Funds Appendix;<br />
3. reviewing and approving the financial statements and auditors’ report; and<br />
4. monitoring procedures established to regulate Related Party Transactions (as defined below), including ensuring<br />
compliance with the provisions of the Listing Manual relating to transactions between the Trustee and an “interested<br />
person’’, and the provisions of the Property Funds Appendix relating to transactions between the Trustee and an<br />
“interested party’’ (both such types of transactions constituting "Related Party Transactions").<br />
The AC is authorised to investigate any matters within its terms of reference. It is entitled to full access to and co-operation by<br />
Management and has full discretion to invite any Director or executive officer of the Manager to attend its meetings. The AC<br />
has full access to resources to enable it to discharge its functions fully.<br />
The AC has also conducted a review of all non-audit services provided by the external auditors and is satisfied that the nature<br />
and extent of such services will not prejudice the independence and objectivity of the external auditors.<br />
The AC, with the concurrence of the Board, has recommended the re-appointment of KPMG LLP as the external auditors of<br />
<strong>Suntec</strong> <strong>REIT</strong> at the <strong>for</strong>thcoming annual general meeting.<br />
Whistle-Blowing Policy<br />
The Board has put in place a Whistle-Blowing programme <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong> whereby staff may in confidence, raise their concerns<br />
about possible improprieties in matters of financial reporting or such other matters.<br />
The objective of the Whistle-Blowing programme is to ensure that arrangements are in place <strong>for</strong> the independent<br />
investigation of such concerns and <strong>for</strong> appropriate follow-up actions to be taken. There were no reports of whistle-blowing<br />
received in <strong>FY</strong> <strong>2010</strong>.<br />
INTERNAL CONTROLS AND AUDIT<br />
Principle 12<br />
Principle 13<br />
The Board should ensure that the Management maintains a sound system of internal controls to safeguard the<br />
Unitholders’ investments and the company’s assets.<br />
The company should establish an internal audit function that is independent of the activities it audits.<br />
The Manager has put in place a system of internal controls, procedures and processes to safeguard <strong>Suntec</strong> <strong>REIT</strong>’s assets and<br />
Unitholders’ interests as well as to manage risk.<br />
The internal audit function of the Manager is out-sourced to BDO Consultants Pte Ltd, a member firm of BDO International<br />
Limited. The AC is satisfied that the internal auditor has met the standards set by internationally recognised professional bodies<br />
including the Standards <strong>for</strong> the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The internal<br />
auditor reports directly to the AC on audit matters. The AC also reviews and approves the annual internal audit plan as well as<br />
the internal audit reports and effectiveness of the actions taken by Management on the recommendations made by the internal<br />
auditor in this respect.<br />
The AC is of the view that the internal auditor has adequate resources to per<strong>for</strong>m its functions and has, to the best of its ability,<br />
maintained its independence from the activities that it audits.<br />
Based on AC's review, the Board is satisfied that there are adequate internal controls including financial, operational, compliance<br />
controls and risk management systems in the Manager.
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COMMUNICATION WITH UNITHOLDERS<br />
Principle 14<br />
Principle 15<br />
Companies should engage in regular, effective and fair communication with shareholders.<br />
Companies should encourage greater Unitholder participation at AGMs and allow Unitholders the opportunity<br />
to communicate their views on various matters affecting the company.<br />
The Listing Manual requires that a listed entity discloses to the market matters that would likely have a material effect on the<br />
price of the entity’s securities. The Manager upholds a strong culture of continuous disclosure and transparent communication<br />
with Unitholders and the investing community. The Manager’s disclosure policy requires timely and full disclosure of all material<br />
in<strong>for</strong>mation relating to <strong>Suntec</strong> <strong>REIT</strong> by way of public releases or announcements through the SGX-ST via SGXNET at first instance<br />
and subsequently, by way of release on <strong>Suntec</strong> <strong>REIT</strong>’s website at www.suntecreit.com.<br />
The Manager also conducts regular briefings <strong>for</strong> analysts and media representatives, which will generally coincide with the<br />
release of <strong>Suntec</strong> <strong>REIT</strong>’s results. During these briefings, Management will review <strong>Suntec</strong> <strong>REIT</strong>’s most recent per<strong>for</strong>mance as well<br />
as discuss the business outlook <strong>for</strong> <strong>Suntec</strong> <strong>REIT</strong>. In line with the Manager’s objective of transparent communication, briefing<br />
materials are released through the SGX-ST via SGXNET and also made available at <strong>Suntec</strong> <strong>REIT</strong>’s website.<br />
Unitholders are in<strong>for</strong>med of meetings through notices accompanied by annual reports or circulars sent to them. Unitholders<br />
are invited at such meetings to put <strong>for</strong>th any questions they may have on the motions to be debated and decided upon. If any<br />
Unitholder is unable to attend, he/she is allowed to appoint up to two proxies to vote on his/her behalf at the meeting through<br />
proxy <strong>for</strong>ms sent in advance.<br />
Members of the Board of Directors together with the AC and the external auditors will be in attendance at these meetings<br />
to address questions from Unitholders.<br />
DEALINGS IN SUNTEC <strong>REIT</strong> UNITS<br />
The Board has adopted an internal compliance code of conduct to provide guidance to its Directors, key officers and employees<br />
in respect of dealings in <strong>Suntec</strong> <strong>REIT</strong>'s units ("Units").<br />
In general, the Manager’s policy encourages Directors and employees of the Manager to hold Units, but prohibits them from<br />
dealing in such Units:<br />
1. during the period commencing one month be<strong>for</strong>e the public announcement of <strong>Suntec</strong> <strong>REIT</strong>’s annual, semi-annual and<br />
quarterly results and (where applicable) any property valuations, and ending on the date of announcement of the<br />
relevant results or property valuations; and<br />
2. at any time whilst in possession of price-sensitive in<strong>for</strong>mation.<br />
Directors and employees of the Manager are discouraged from dealing in Units on short-term considerations.<br />
In addition, the Manager has given an undertaking to the MAS that it will announce to the SGX-ST the particulars of its<br />
unitholdings in <strong>Suntec</strong> <strong>REIT</strong> and any changes thereto within two business days after the change. The Manager has also<br />
undertaken that it will not deal in Units during the period commencing one month be<strong>for</strong>e the public announcement of<br />
<strong>Suntec</strong> <strong>REIT</strong>’s annual, semi-annual and quarterly results and (where applicable) any property valuations, and ending on the date<br />
of announcement of the said in<strong>for</strong>mation.<br />
RISK ASSESSMENT AND MANAGEMENT OF BUSINESS RISK<br />
Effective risk management is a fundamental part of <strong>Suntec</strong> <strong>REIT</strong>’s business strategy. Recognising and managing risk is central<br />
to the business and in protecting Unitholders’ interests and value. <strong>Suntec</strong> <strong>REIT</strong> operates within overall guidelines and specific<br />
parameters set by the Board. Each transaction is comprehensively analysed to understand the risks involved and appropriate<br />
controls and measures are put in place be<strong>for</strong>e the Manager proceeds to execute these transactions. Key risks, process owners,<br />
risk factors, mitigating actions and risk indicators are continually identified, assessed and monitored by Management as part<br />
of <strong>Suntec</strong> <strong>REIT</strong>’s enterprise risk management framework and is documented in the risk profile maintained by the Manager and<br />
reviewed by the Board.<br />
The Board meets quarterly or as often as necessary to review the financial per<strong>for</strong>mance of <strong>Suntec</strong> <strong>REIT</strong> against a previously<br />
approved budget. The Board also reviews the risks to the assets of <strong>Suntec</strong> <strong>REIT</strong> and acts upon any comments of the auditors of<br />
<strong>Suntec</strong> <strong>REIT</strong>. In assessing business risks, the Board considers the economic environment and property industry risks. Management<br />
meets regularly to review the operations of <strong>Suntec</strong> <strong>REIT</strong> and discuss continuous disclosure issues.
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DEALING WITH CONFLICT OF INTEREST<br />
The Manager has instituted the following procedures to deal with potential conflict of interest issues which the Manager may<br />
encounter in managing <strong>Suntec</strong> <strong>REIT</strong>:<br />
1. the Manager will be a dedicated manager to <strong>Suntec</strong> <strong>REIT</strong> and will not manage any other <strong>REIT</strong> which invests in the same<br />
type of properties as <strong>Suntec</strong> <strong>REIT</strong>.<br />
2. all executive officers will be employed by the Manager.<br />
3. all resolutions in writing of the Directors of the Manager in relation to matters concerning <strong>Suntec</strong> <strong>REIT</strong> must be approved<br />
by all the Directors.<br />
4. at least one-third of the Board shall comprise Independent Directors.<br />
5. in respect of matters in which a Director of the Manager or his associates have an interest, direct or indirect, the interested<br />
Director will abstain from voting. In such matters, the quorum must comprise a majority of Directors of the Manager and<br />
must exclude such interested Directors.<br />
6. under the Trust Deed, (i) the Manager and its associates are prohibited from voting at or being part of a quorum <strong>for</strong> any<br />
meeting of Unitholders convened to approve any matter in which the Manager or any of its associates has a material<br />
interest and (ii) <strong>for</strong> so long as ARA Trust Management (<strong>Suntec</strong>) Limited is the Manager of <strong>Suntec</strong> <strong>REIT</strong> and Cheung Kong<br />
(Holdings) Limited and/or Mr. Lim Hwee Chiang, John are controlling shareholders (as defined in the Listing Manual) of<br />
ARA Trust Management (<strong>Suntec</strong>) Limited, Cheung Kong (Holdings) Limited and its associates, or Mr. Lim Hwee Chiang,<br />
John and his associates are prohibited from being part of a quorum or voting at any meeting of Unitholders convened<br />
to consider a matter in respect <strong>for</strong> which Cheung Kong (Holdings) Limited or its associates or, as the case may be, Mr. Lim<br />
Hwee Chiang, John or his associates, has a material interest.<br />
7. it is also provided in the Trust Deed that if the Manager is required to decide whether or not to take any action against any<br />
person in relation to any breach of any agreement entered into by the Trustee with a related party of the Manager, the<br />
Manager shall be obliged to consult with a reputable law firm (acceptable to the Trustee) which shall provide legal advice<br />
on the matter. If the said law firm is of the opinion that the Trustee has a prima facie case against the party allegedly in<br />
breach under such agreement, the Manager shall be obliged to take appropriate action in relation to such agreement.<br />
The Directors of the Manager have a duty to ensure that the Manager so complies. Notwithstanding the <strong>for</strong>egoing,<br />
the Manager shall in<strong>for</strong>m the Trustee as soon as it becomes aware of any breach of any agreement entered into by the<br />
Trustee with a related party of the Manager, and the Trustee may take such action as it deems necessary to protect the<br />
rights of Unitholders and/or which is in the interests of Unitholders. Any decision by the Manager not to take action<br />
against a related party of the Manager shall not constitute a waiver of the Trustee’s right to take such action as it deems<br />
fit against such related party.<br />
DEALING WITH RELATED PARTY TRANSACTIONS<br />
Review Procedures <strong>for</strong> Related Party Transactions<br />
In general, the Manager has established internal control procedures to ensure that all Related Party Transactions will be<br />
undertaken on an arm’s length basis and under normal commercial terms and will not be prejudicial to the interests of <strong>Suntec</strong><br />
<strong>REIT</strong> and Unitholders. As a general rule, the Manager must demonstrate to the AC that such transactions satisfy the <strong>for</strong>egoing<br />
criteria, which may entail obtaining (where practicable) quotations from independent parties not related to the Manager, or<br />
obtaining one or more valuations from independent professional valuers (in accordance with the Property Funds Appendix).<br />
In addition, the following procedures will be undertaken:<br />
1. transactions (either individually or as part of a series or if aggregated with other transactions involving the same<br />
related party during the same financial year) equal to or exceeding S$100,000 in value but below 3.0% of the value of<br />
<strong>Suntec</strong> <strong>REIT</strong>’s latest audited net tangible assets will be subject to review by the AC at regular intervals;
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2. transactions (either individually or as part of a series or if aggregated with other transactions involving the same related<br />
party during the same financial year) equal to or exceeding 3.0% but below 5.0% of the value of <strong>Suntec</strong> <strong>REIT</strong>’s latest<br />
audited net tangible assets will be subject to the review and prior approval of the AC. Such approval shall only be given if<br />
the transactions are on normal commercial terms and are consistent with similar types of transactions made by the Trustee<br />
with third parties which are unrelated to the Manager;<br />
the Manager will, in compliance with Rule 905 of the Listing Manual, announce any related party transaction if such<br />
transaction, either individually or when aggregated with other related party transactions entered into with the same<br />
related party during the same financial year, is 3.0% or more of <strong>Suntec</strong> <strong>REIT</strong>’s latest audited net tangible assets; and<br />
3. transactions (either individually or as part of a series or if aggregated with other transactions involving the same related<br />
party during the same financial year) equal to or exceeding 5.0% of the value of <strong>Suntec</strong> <strong>REIT</strong>’s latest audited net tangible<br />
assets will be reviewed and approved prior to such transactions being entered into, on the basis described in the preceding<br />
paragraph, by the AC which may, as it deems fit, request advice on the transaction from independent sources or advisers,<br />
including the obtaining of valuations from independent professional valuers. Further, under the Listing Manual and the<br />
Property Funds Appendix, such transactions would have to be approved by the Unitholders at a meeting of Unitholders.<br />
Where matters concerning <strong>Suntec</strong> <strong>REIT</strong> relate to transactions entered into or to be entered into by the Trustee with a related<br />
party of the Manager or <strong>Suntec</strong> <strong>REIT</strong>, the Trustee is required to consider the terms of such transactions to satisfy itself that such<br />
transactions are conducted on arm’s length basis and on normal commercial terms, are not prejudicial to the interest of <strong>Suntec</strong><br />
<strong>REIT</strong> and the Unitholders, and are in accordance with all applicable requirements of the Property Funds Appendix and/or the<br />
Listing Manual relating to the transaction in question. Further, the Trustee has the ultimate discretion under the Trust Deed to<br />
decide whether or not to enter into a transaction involving a related party of the Manager or <strong>Suntec</strong> <strong>REIT</strong>. If the Trustee is to sign<br />
any contract with a related party of the Manager or <strong>Suntec</strong> <strong>REIT</strong>, the Trustee will review the contract to ensure that it complies<br />
with the requirements relating to interested party transactions in the Property Funds Appendix (as may be amended from time<br />
to time) and the provisions of the Listing Manual relating to interested person transactions (as may be amended from time to<br />
time) as well as such other guidelines as may from time to time be prescribed by the MAS and the SGX-ST to apply to <strong>REIT</strong>s.<br />
For so long as Cheung Kong (Holdings) Limited and/or Mr. Lim Hwee Chiang, John are controlling shareholders (as defined in<br />
the Listing Manual) of the Manager and the Manager is the manager of <strong>Suntec</strong> <strong>REIT</strong>, all transactions between <strong>Suntec</strong> <strong>REIT</strong> and<br />
the said controlling shareholders and/or their associates shall be considered as interested person transactions and the provisions<br />
of the Listing Manual relating to interested person transactions as well as such other guidelines as may from time to time be<br />
prescribed by the SGX-ST shall apply to such transactions.<br />
Role of the AC <strong>for</strong> Related Party Transactions and Internal Control Procedures<br />
All Related Party Transactions will be subject to regular periodic reviews by the AC. The Manager’s internal control procedures<br />
are intended to ensure that Related Party Transactions are conducted on an arm’s length basis and under normal commercial<br />
terms and are not prejudicial to Unitholders.<br />
The Manager maintains a register to record all Related Party Transactions (and the bases, including any quotations from<br />
unrelated parties and independent valuations obtained to support such bases, on which they are entered into), which are<br />
entered into by <strong>Suntec</strong> <strong>REIT</strong>. The Manager will incorporate into its internal audit plan a review of all Related Party Transactions<br />
entered into by <strong>Suntec</strong> <strong>REIT</strong>. The AC shall review the internal audit reports to ascertain that the guidelines and procedures<br />
established to monitor Related Party Transactions have been complied with. In addition, the Trustee will also have the right<br />
to review such audit reports to ascertain that the Property Funds Appendix has been complied with. The AC will periodically<br />
review all Related Party Transactions to ensure compliance with the Manager’s internal control procedures and with the relevant<br />
provisions of the Listing Manual and the Property Funds Appendix. The review will include the examination of the nature of the<br />
transaction and its supporting documents or such other data deemed necessary by the AC.<br />
If a member of the AC has an interest in a transaction, he is required to abstain from participating in the review and approval<br />
process in relation to that transaction.<br />
The Manager will disclose in <strong>Suntec</strong> <strong>REIT</strong>’s annual report the aggregate value of Related Party Transactions conducted during<br />
the relevant financial year.
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<strong>Report</strong> of the Trustee<br />
HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”) is under a duty to take into custody and hold the assets<br />
of <strong>Suntec</strong> Real Estate Investment Trust (the “Trust”) and its subsidiaries (the “Group”) in trust <strong>for</strong> the holders (“Unitholders”)<br />
of units in the Trust (the “Units”). In accordance with the Securities and Futures Act, Chapter 289, of Singapore, its subsidiary<br />
legislation, and the Code on Collective Investment Schemes, the Trustee shall monitor the activities of ARA Trust Management<br />
(<strong>Suntec</strong>) Limited (the “Manager”) <strong>for</strong> compliance with the limitations imposed on the investment and borrowing powers as set<br />
out in the trust deed dated 1 November 2004 (as amended) (the “Trust Deed”) between the Manager and the Trustee in each<br />
annual accounting period and report thereon to Unitholders in an annual report.<br />
To the best knowledge of the Trustee, the Manager has, in all material respects, managed the Trust during the period covered<br />
by these financial statements, set out on pages 67 to 110 in accordance with the limitations imposed on the investment and<br />
borrowing powers set out in the Trust Deed.<br />
For and on behalf of the Trustee,<br />
HSBC Institutional Trust Services (Singapore) Limited<br />
Anthony Wade Lewis<br />
Authorised Signatory<br />
Singapore<br />
4 March 2011
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Statement by the Manager<br />
In the opinion of the directors of ARA Trust Management (<strong>Suntec</strong>) Limited, the accompanying financial statements set out on<br />
pages 67 to 110, comprising the Balance Sheets, Statements of Total Return, Distribution Statements, Statements of Movements<br />
in Unitholders’ Funds, Portfolio Statements, Statement of Cash Flows and Notes to the Financial Statements are drawn up so<br />
as to present fairly, in all material respects, the financial position of <strong>Suntec</strong> Real Estate Investment Trust (the "Trust") and its<br />
subsidiaries (the "Group") as at 31 December <strong>2010</strong>, the total return, distributable income, movements in Unitholders’ funds<br />
and cash flows of the Group and the total return, distributable income and movements in Unitholders’ funds of the Trust <strong>for</strong><br />
the financial year then ended in accordance with the recommendations of Statement of Recommended Accounting Practice 7<br />
<strong>Report</strong>ing Framework <strong>for</strong> Unit Trusts issued by the Institute of Certified Public Accountants of Singapore and the provisions of<br />
the Trust Deed. At the date of this statement, there are reasonable grounds to believe that the Trust will be able to meet its<br />
financial obligations as and when they materialise.<br />
For and on behalf of the Manager,<br />
ARA Trust Management (<strong>Suntec</strong>) Limited<br />
Lim Hwee Chiang, John<br />
Director<br />
Yeo See Kiat<br />
Director and Chief Executive Officer<br />
Singapore<br />
4 March 2011
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Independent Auditors' <strong>Report</strong><br />
Unitholders of <strong>Suntec</strong> Real Estate Investment Trust<br />
(Constituted under a Trust Deed in the Republic of Singapore)<br />
We have audited the accompanying financial statements of <strong>Suntec</strong> Real Estate Investment Trust (the “Trust”) and its subsidiaries<br />
(the “Group”), which comprise the Balance Sheets and Portfolio Statements of the Group and the Trust as at 31 December <strong>2010</strong>,<br />
and the Statement of Total Return, Distribution Statement, Statement of Movements in Unitholders’ Funds and Statement of<br />
Cash Flows of the Group and the Statement of Total Return, Distribution Statement and Statement of Movements in Unitholders'<br />
Funds of the Trust <strong>for</strong> the year then ended, and a summary of significant accounting policies and other explanatory in<strong>for</strong>mation,<br />
as set out on pages 67 to 110.<br />
Manager’s responsibility <strong>for</strong> the financial statements<br />
The Manager of the Trust is responsible <strong>for</strong> the preparation and fair presentation of these financial statements in accordance<br />
with the recommendations of Statement of Recommended Accounting Practice 7 <strong>Report</strong>ing Framework <strong>for</strong> Unit Trusts issued by<br />
the Institute of Certified Public Accountants of Singapore, and <strong>for</strong> such internal control as the Manager of the Trust determines<br />
is necessary to enable the preparation of financial statements that are free from material misstatements, whether due to fraud<br />
or error.<br />
Auditors’ responsibility<br />
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance<br />
with Singapore Standards on Auditing. Those standards require that we comply with ethical requirements and plan and per<strong>for</strong>m<br />
the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.<br />
An audit involves per<strong>for</strong>ming procedures to obtain audit evidence about the amounts and disclosures in the financial statements.<br />
The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of<br />
the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control<br />
relevant to the Trust’s preparation and fair presentation of the financial statements in order to design audit procedures that are<br />
appropriate in the circumstances, but not <strong>for</strong> the purpose of expressing an opinion on the effectiveness of the Trust’s internal<br />
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting<br />
estimates made by the Manager of the Trust, as well as evaluating the overall presentation of the financial statements.<br />
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis <strong>for</strong> our audit opinion.<br />
Opinion<br />
In our opinion, the consolidated financial statements of the Group and the Statement of Total Return, Distribution Statement<br />
and Statement of Movements in Unitholders' Funds of the Trust present fairly, in all material respects, the financial position of<br />
the Group and of the Trust as at 31 December <strong>2010</strong> and the total return, distributable income, movements in Unitholders’ funds<br />
and cash flows of the Group, and the total return, distributable income and movements in Unitholders' funds of the Trust <strong>for</strong><br />
the year then ended in accordance with the recommendations of Statement of Recommended Accounting Practice 7 <strong>Report</strong>ing<br />
Framework <strong>for</strong> Unit Trusts issued by the Institute of Certified Public Accountants of Singapore.<br />
KPMG LLP<br />
Public Accountants and<br />
Certified Public Accountants<br />
Singapore<br />
4 March 2011
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
67<br />
Balance Sheets<br />
As at 31 December <strong>2010</strong><br />
GroUP<br />
trust<br />
Note <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Non-current assets<br />
Plant and equipment 4 10 45 10 45<br />
Investment properties 5 4,452,000 4,202,000 4,452,000 4,202,000<br />
Intangible asset 6 100,029 36,124 100,029 36,124<br />
Interest in jointly controlled entities 7 2,039,680 880,953 1,474,791 344,946<br />
Investments in subsidiaries 8 – – 535,506 511,329<br />
Financial derivatives 9 416 1,762 416 1,762<br />
6,592,135 5,120,884 6,562,752 5,096,206<br />
Current assets<br />
Financial derivatives 9 762 – 762 –<br />
Trade and other receivables 10 6,685 17,794 6,587 34,469<br />
Cash and cash equivalents 11 52,493 31,228 51,909 31,228<br />
59,940 49,022 59,258 65,697<br />
Total assets 6,652,075 5,169,906 6,622,010 5,161,903<br />
Current liabilities<br />
Interest-bearing borrowings 12 404,585 – 404,585 –<br />
Trade and other payables 13 41,103 35,381 41,103 35,381<br />
Financial derivatives 9 8,756 1,581 8,756 1,581<br />
Current portion of security deposits 22,452 23,374 22,452 23,374<br />
Provision <strong>for</strong> taxation 2,032 6,210 2,032 6,210<br />
478,928 66,546 478,928 66,546<br />
Non-current liabilities<br />
Interest-bearing borrowings 12 2,150,059 1,721,722 2,150,059 1,721,722<br />
Non-current portion of security deposits 38,239 38,239 38,239 38,239<br />
Financial derivatives 9 216 15,542 216 15,542<br />
2,188,514 1,775,503 2,188,514 1,775,503<br />
Total liabilities 2,667,442 1,842,049 2,667,442 1,842,049<br />
Net assets 3,984,633 3,327,857 3,954,568 3,319,854<br />
Represented by:<br />
Unitholders’ funds 3,984,633 3,327,857 3,954,568 3,319,854<br />
Units in issue (’000) 16 2,205,128 1,797,300 2,205,128 1,797,300<br />
Net asset value per Unit (S$) 17 1.804 1.779 1.790 1.775<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
68<br />
Passion to Deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Statements of Total Return<br />
YEAR ENDED 31 December <strong>2010</strong><br />
GroUP<br />
trust<br />
Note <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Gross revenue 18 249,479 253,138 260,911 264,327<br />
Property expenses 19 (56,389) (60,903) (56,389) (60,903)<br />
Net property income 193,090 192,235 204,522 203,424<br />
Other income 20 22,410 26,170 22,410 26,170<br />
Finance income 21 25,263 16,707 22,702 16,383<br />
Finance expense 21 (81,165) (72,739) (81,165) (72,739)<br />
Net finance costs (55,902) (56,032) (58,463) (56,356)<br />
Amortisation of intangible asset 6 (20,895) (24,759) (20,895) (24,759)<br />
Asset management fees 22 (27,932) (27,328) (27,932) (27,328)<br />
Professional fees (539) (617) (539) (617)<br />
Trustee’s fees (868) (878) (868) (878)<br />
Audit fees (252) (252) (252) (252)<br />
Other charges 23 (1,020) (572) (1,016) (572)<br />
Net income be<strong>for</strong>e share of profit<br />
of jointly controlled entities 108,092 107,967 116,967 118,832<br />
Share of profit/(loss) of jointly<br />
controlled entities 7 30,937 (73,322) – –<br />
Net income 139,029 34,645 116,967 118,832<br />
Net change in fair value of investment properties 248,715 (150,847) 248,715 (150,847)<br />
Total return <strong>for</strong> the year be<strong>for</strong>e tax 387,744 (116,202) 365,682 (32,015)<br />
Income tax expense 24 (2,029) (2,723) (2,029) (2,723)<br />
Total return <strong>for</strong> the year after tax 385,715 (118,925) 363,653 (34,738)<br />
Earnings per Unit (cents) 25<br />
Basic 20.337 (6.867) 19.174 (2.006)<br />
Diluted 19.152 (6.867) 18.078 (2.006)<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
69<br />
Distribution Statements<br />
year ended 31 December <strong>2010</strong><br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Amount available <strong>for</strong> distribution to Unitholders<br />
at the beginning of the year 47,689 44,229 47,689 44,229<br />
Net income be<strong>for</strong>e share of profit of jointly<br />
controlled entities 108,092 107,967 116,967 118,832<br />
Net tax adjustments (Note A) 64,982 73,191 67,539 73,515<br />
Taxable income 220,763 225,387 232,195 236,576<br />
Add: Tax exempt dividend income (Note B) 11,432 11,189 – –<br />
Less: Income tax (Note C) (2,029) (2,723) (2,029) (2,723)<br />
Amount available <strong>for</strong> distribution to Unitholders 230,166 233,853 230,166 233,853<br />
Distributions to Unitholders:<br />
Distribution of 2.164 cents per Unit <strong>for</strong> period<br />
from 1/10/2008 to 8/12/2008 – (33,418) – (33,418)<br />
Distribution of 0.694 cents per Unit <strong>for</strong> period<br />
from 9/12/2008 to 31/12/2008 – (10,957) – (10,957)<br />
Distribution of 2.918 cents per Unit <strong>for</strong> period<br />
from 1/1/2009 to 31/3/2009 – (46,341) – (46,341)<br />
Distribution of 2.258 cents per Unit <strong>for</strong> period<br />
from 1/4/2009 to 8/6/2009 – (35,999) – (35,999)<br />
Distribution of 0.719 cents per Unit <strong>for</strong> period<br />
from 9/6/2009 to 30/6/2009 – (11,711) – (11,711)<br />
Distribution of 2.921 cents per Unit <strong>for</strong> period<br />
from 1/7/2009 to 30/9/2009 – (47,738) – (47,738)<br />
Distribution of 2.568 cents per Unit <strong>for</strong> period<br />
from 1/10/2009 to 21/12/2009 (41,969) – (41,969) –<br />
Distribution of 0.403 cents per Unit <strong>for</strong> period<br />
from 9/12/2009 to 21/12/2009 (139) – (139) –<br />
Distribution of 0.318 cents per Unit <strong>for</strong> period<br />
from 22/12/2009 to 31/12/2009 (5,728) – (5,728) –<br />
Distribution of 2.513 cents per Unit <strong>for</strong> period<br />
from 1/1/<strong>2010</strong> to 31/3/<strong>2010</strong> (45,366) – (45,366) –<br />
Distribution of 1.928 cents per Unit <strong>for</strong> period<br />
from 1/4/2009 to 8/6/<strong>2010</strong> (34,881) – (34,881) –<br />
Distribution of 0.600 cents per Unit <strong>for</strong> period<br />
from 9/6/<strong>2010</strong> to 30/6/<strong>2010</strong> (11,063) – (11,063) –<br />
Distribution of 2.502 cents per Unit <strong>for</strong> period<br />
from 1/7/<strong>2010</strong> to 30/9/<strong>2010</strong> (46,221) – (46,221) –<br />
(185,367) (186,164) (185,367) (186,164)<br />
Income available <strong>for</strong> distribution to<br />
Unitholders at end of the year 44,799 47,689 44,799 47,689<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
70<br />
Passion to Deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Distribution Statements<br />
Year ended 31 December <strong>2010</strong><br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Note A<br />
Net tax adjustments comprise:<br />
Non-tax deductible items:<br />
- Amortisation of intangible asset 20,895 24,759 20,895 24,759<br />
- Amortisation of transaction costs 29,580 14,057 29,580 14,057<br />
- Asset management fees paid/payable in Units 22,345 21,863 22,345 21,863<br />
- Interest income (2,561) (1,997) – (1,997)<br />
- Net (gain)/loss arising from remeasurement of derivatives (7,566) 12,121 (7,566) 12,121<br />
- Professional fees 254 192 254 192<br />
- Trustee’s fees 868 878 868 878<br />
- Other items 1,167 1,318 1,163 1,642<br />
Net tax adjustments 64,982 73,191 67,539 73,515<br />
Note B<br />
This relates to the dividend income received from One Raffles Quay Pte Ltd and <strong>Suntec</strong> Harmony Pte. Ltd..<br />
Note C<br />
This relates to income tax on the income support received by the Group and the Trust under the Deeds of Income Support<br />
entered into with Cavell Limited and Choicewide Group Limited, the vendors of the one-third interest in One Raffles Quay<br />
Pte Ltd and BFC Development Pte. Ltd. respectively.<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
71<br />
Statements of Movements in Unitholders’ Funds<br />
year ended 31 December <strong>2010</strong><br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Balance at the beginning of the year 3,327,857 3,455,998 3,319,854 3,363,808<br />
Operations<br />
Total return <strong>for</strong> the year after tax 385,715 (118,925) 363,653 (34,738)<br />
Net increase/(decrease) in net assets<br />
resulting from operations 385,715 (118,925) 363,653 (34,738)<br />
Net movement in hedging reserve – 5,344 – 5,344<br />
Unitholders’ transactions<br />
Creation of Units:<br />
- asset management fees paid in Units 16,017 16,533 16,017 16,533<br />
- acquisition fee paid in Units 14,958 470 14,958 470<br />
- private placement of Units 428,810 152,915 428,810 152,915<br />
Units to be issued:<br />
- asset management fees payable in Units 6,328 5,330 6,328 5,330<br />
Unit issue expenses (9,685) (3,644) (9,685) (3,644)<br />
Distributions to Unitholders (185,367) (186,164) (185,367) (186,164)<br />
Net increase/(decrease) in net assets resulting<br />
from Unitholders’ transactions 271,061 (14,560) 271,061 (14,560)<br />
Net assets at end of the year 3,984,633 3,327,857 3,954,568 3,319,854<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
72<br />
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Portfolio Statements<br />
As at 31 December <strong>2010</strong><br />
Group<br />
R E reMAINING Percentage<br />
DESCRIPTION TENURE OF TERM OF TERM of eXISTING Committed CARRYING of Total Net<br />
OF PROPERTY lAND LEASE LEAse loCATION USE Occupancy RATE vALUE Assets<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
% % $’000 $’000 % %<br />
Investment properties in Singapore<br />
<strong>Suntec</strong> City Mall Leasehold 99 years 78 years 3 Temasek Commercial 97.9 97.6 1,525,000 1,501,000 38.3 45.1<br />
Boulevard<br />
<strong>Suntec</strong> City Leasehold 99 years 78 years 5 - 9 Temasek Commercial 99.1 95.3 2,455,000 2,249,000 61.6 67.6<br />
Office Towers Boulevard<br />
Park Mall Leasehold 99 years 58 years 9 Penang Road Commercial 100.0 100.0 338,000 321,000 8.5 9.6<br />
CHIJMES Leasehold 99 years 80 years 30 Victoria Street Commercial 99.5 100.0 134,000 131,000 3.3 3.9<br />
Investment properties, at valuation 4,452,000 4,202,000 111.7 126.2<br />
Interest in jointly controlled entities (Note 7) 2,039,680 880,953 51.2 26.5<br />
6,491,680 5,082,953 162.9 152.7<br />
Other assets and liabilities (net) (2,507,047) (1,755,096) (62.9) (52.7)<br />
Net assets 3,984,633 3,327,857 100.0 100.0<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
73<br />
Portfolio Statements<br />
As at 31 December <strong>2010</strong><br />
Trust<br />
R E reMAINING Percentage<br />
DESCRIPTION TENURE OF TERM OF TERM of eXISTING Committed CARRYING of Total Net<br />
OF PROPERTY lAND LEASE LEAse loCATION USE Occupancy RATE vALUE Assets<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
% % $’000 $’000 % %<br />
Investment properties in Singapore<br />
<strong>Suntec</strong> City Mall Leasehold 99 years 78 years 3 Temasek Commercial 97.9 97.6 1,525,000 1,501,000 38.6 45.2<br />
Boulevard<br />
<strong>Suntec</strong> City Leasehold 99 years 78 years 5 - 9 Temasek Commercial 99.1 95.3 2,455,000 2,249,000 62.1 67.7<br />
Office Towers Boulevard<br />
Park Mall Leasehold 99 years 58 years 9 Penang Road Commercial 100.0 100.0 338,000 321,000 8.6 9.7<br />
CHIJMES Leasehold 99 years 80 years 30 Victoria Street Commercial 99.5 100.0 134,000 131,000 3.3 3.9<br />
Investment properties, at valuation 4,452,000 4,202,000 112.6 126.5<br />
Interest in jointly controlled entities (Note 7) 1,474,791 344,946 37.3 10.4<br />
Investments in subsidiaries (Note 8) 535,506 511,329 13.5 15.4<br />
6,462,297 5,058,275 163.4 152.3<br />
Other assets and liabilities (net) (2,507,729) (1,738,421) (63.4) (52.3)<br />
Net assets 3,954,568 3,319,854 100.0 100.0<br />
Note:<br />
<strong>Suntec</strong> City Office Towers comprise 15 strata lots in <strong>Suntec</strong> City Office Tower One, 7 strata lots in <strong>Suntec</strong> City Office Tower Two, 76 strata lots in <strong>Suntec</strong> City Office Tower Three and<br />
all the strata lots in <strong>Suntec</strong> City Office Towers Four and Five.<br />
Park Mall comprises a 15-storey with basement shopping cum office building.<br />
CHIJMES comprises four retail blocks, two basement levels and a chapel.<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
74<br />
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Portfolio Statements<br />
As at 31 December <strong>2010</strong><br />
The carrying amounts of the investment properties as at 31 December <strong>2010</strong> and 31 December 2009 were based on independent<br />
valuations undertaken by Knight Frank Pte Ltd (“Knight Frank”) and CB Richard Ellis (“CBRE”). The independent valuers have<br />
appropriate professional qualifications and recent experience in the location and category of the properties being valued.<br />
vAluation<br />
DESCRIPTION vAluer vAluation method <strong>2010</strong> 2009<br />
OF PROPERTY $’000 $’000<br />
<strong>Suntec</strong> City Mall Knight Frank Investment method and discounted 1,525,000 1,501,000<br />
(2009: Knight Frank) cash flow analysis<br />
<strong>Suntec</strong> City Knight Frank Investment method and discounted 2,455,000 2,249,000<br />
Office Towers (2009: Knight Frank) cash flow analysis<br />
Park Mall CBRE Capitalisation of income approach and 338,000 321,000<br />
(2009: CBRE) discounted cash flow analysis<br />
CHIJMES Knight Frank Investment method and discounted 134,000 131,000<br />
(2009: Knight Frank) cash flow analysis<br />
Investment properties comprise commercial properties that are leased to external customers. Generally, the leases contain an<br />
initial non-cancellable period of three years. Subsequent renewals are negotiated with the lessee. Contingent rents recognised<br />
upon receipt in the Statements of Total Return of both the Group and the Trust amounted to $1,033,000 (2009: $690,000).<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
75<br />
Consolidated Statement of Cash Flows<br />
YEAR ENDED 31 December <strong>2010</strong><br />
GROUP<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Cash flows from operating activities<br />
Net income 139,029 34,645<br />
Adjustments <strong>for</strong>:<br />
Allowance <strong>for</strong> doubtful receivables 430 2,186<br />
Amortisation of intangible asset 20,895 24,759<br />
Asset management fees paid/payable in Units 22,345 21,863<br />
Depreciation of plant and equipment 38 53<br />
Loss on disposal of plant and equipment 4 –<br />
Net finance costs 55,902 56,032<br />
Share of (profit)/loss of jointly controlled entities (30,937) 73,322<br />
Operating income be<strong>for</strong>e working capital changes 207,706 212,860<br />
Changes in working capital:<br />
Trade and other receivables 466 (865)<br />
Trade and other payables 4,401 1,382<br />
Cash flows from operating activities 212,573 213,377<br />
Income tax paid (6,207) –<br />
Net cash flows from operating activities 206,366 213,377<br />
Cash flows from investing activities<br />
Acquisition of interest in a jointly controlled entity (1,414,713) –<br />
Adjustment to investment in a jointly controlled entity 790 133<br />
Amount due from jointly controlled entities – (21,325)<br />
Capital expenditure on investment properties (1,285) (847)<br />
Dividend income received 11,610 10,450<br />
Interest received 15,656 14,930<br />
Purchase of intangible asset (84,800) –<br />
Purchase of plant and equipment (7) (6)<br />
Repayment of loan from a jointly controlled entity 300,000 –<br />
Cash flows used in investing activities (1,172,749) 3,335<br />
Cash flows from financing activities<br />
Distributions to Unitholders (185,367) (186,164)<br />
Interest paid (76,110) (77,818)<br />
Proceeds from interest-bearing loans 1,805,000 914,000<br />
Proceeds from issue of units, net of expenses 419,125 149,442<br />
Repayment of interest-bearing loans (975,000) (1,039,000)<br />
Cash flows from financing activities 987,648 (239,540)<br />
Net increase/(decrease) in cash and cash equivalents 21,265 (22,828)<br />
Cash and cash equivalents at beginning of the year 31,228 54,056<br />
Cash and cash equivalents at end of the year 52,493 31,228<br />
Significant Non-Cash Transactions<br />
There were the following significant non-cash transactions during the year:<br />
(a)<br />
15,725,881 (2009: 24,680,603) Units were issued or will be issued to the Manager by the Group, amounting to approximately<br />
$22,345,000 (2009: $21,863,000) at unit prices ranging from $1.330 to $1.504 (2009: $0.586 to $1.307) as satisfaction of<br />
asset management fees payable in Units in respect of the year ended 31 December <strong>2010</strong>.<br />
(b) 10,266,300 (2009: 431,074) Units were issued to the Manager, amounting to approximately $14,958,000 (2009: $470,000)<br />
at $1.457 per Unit (2009: $1.090 per Unit) as satisfaction of the acquisition fee paid on the acquisition of the one-third<br />
interest in BFC Development Pte. Ltd. (2009: 20% interest in Harmony Investors Group Limited).<br />
The accompanying notes <strong>for</strong>m an integral part of these financial statements.
76<br />
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Notes to the Financial Statements<br />
These notes <strong>for</strong>m an integral part of the financial statements.<br />
The financial statements were authorised <strong>for</strong> issue by the Manager and the Trustee on 4 March 2011.<br />
1 General<br />
<strong>Suntec</strong> Real Estate Investment Trust (the “Trust”) is a Singapore-domiciled unit trust constituted pursuant to the trust deed<br />
dated 1 November 2004 (as amended) (the “Trust Deed”) entered into between ARA Trust Management (<strong>Suntec</strong>) Limited<br />
(the “Manager”) and HSBC Institutional Trust Services (Singapore) Limited (the “Trustee”). The Trust Deed is governed by<br />
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<br />
trust <strong>for</strong> the holders (“Unitholders”) of units in the Trust (the “Units”).<br />
the Trust was <strong>for</strong>mally admitted to the Official List of the Singapore Exchange Securities Trading Limited (the “SGX-ST”)<br />
on 9 December 2004 and was included in the Central Provident Fund (“CPF”) Investment Scheme on 9 December 2004.<br />
the principal activity of the Trust and its subsidiaries (the “Group”) is to invest in income producing real estate and real<br />
estate related assets, which are used or substantially used <strong>for</strong> commercial purposes, with the primary objective of achieving<br />
an attractive level of return from rental income and <strong>for</strong> long-term capital growth.<br />
the consolidated financial statements relate to the Trust and its subsidiaries and the Group’s interest in jointly<br />
controlled entities.<br />
the Trust has entered into several service agreements in relation to management of the Trust and its property operations.<br />
The fee structures of these services are as follows:<br />
(i)<br />
Property management fees<br />
APM Property Management Pte Ltd (“APM”), the property manager of <strong>Suntec</strong> City Mall and <strong>Suntec</strong> City Office Towers,<br />
is entitled to receive 3.0% per annum of gross revenue <strong>for</strong> provision of lease management services, marketing and<br />
marketing co-ordination services and property management services. In addition, where the aggregate of all (1)<br />
licence fees; (2) media sales; and (3) other advertising and promotion income derived from the property <strong>for</strong> each<br />
financial year exceeds $5,520,000, APM is entitled to receive a commission of 10.0% of the said licence fees, media<br />
sales and other advertising and promotion income which exceeds $5,520,000 <strong>for</strong> each financial year.<br />
APAC Investment Management Pte Ltd, the property manager of Park Mall and CHIJMES is entitled to receive 3.0%<br />
per annum of gross revenue <strong>for</strong> provision of lease management, property management, marketing and marketing<br />
co-ordination services.<br />
The property management fees are payable monthly in arrears.<br />
(ii)<br />
Asset management fees<br />
Pursuant to the Trust Deed, asset management fees comprise the following:<br />
(a)<br />
(b)<br />
a base fee not exceeding 0.3% per annum of the value of the Deposited Property (being all the assets of<br />
the Trust (including all its Authorised Investments) as defined in the Trust Deed) of the Trust or such higher<br />
percentage as may be approved by an Extraordinary Resolution of a meeting of Unitholders; and<br />
an annual per<strong>for</strong>mance fee equal to a rate of 4.5% per annum of the Net Property Income (as defined in the<br />
Trust Deed) of the Trust and any Special Purpose Vehicles (as defined in the Trust Deed) <strong>for</strong> each financial<br />
year, or such lower percentage as may be determined by the Manager in its absolute discretion or such higher<br />
percentage as may be approved by an Extraordinary Resolution at a meeting of Unitholders.
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1 General (continued)<br />
(ii)<br />
Asset management fees (continued)<br />
Based on the current agreement between the Manager and the Trustee, the base fee is agreed to be 0.3% per annum<br />
of the value of the Deposited Property.<br />
For a period of seven years commencing from the listing of the Units on the SGX-ST, 80.0% of the asset management<br />
fees payable to the Manager will be paid in the <strong>for</strong>m of Units issued at the volume weighted average traded price<br />
<strong>for</strong> a unit <strong>for</strong> all trades on the SGX-ST on the ordinary course of trading on the SGX-ST <strong>for</strong> the last ten Business<br />
Days (as defined in the Trust Deed) of the relevant period in which the management fees accrue, and 20.0% of the<br />
management fees will be paid in the <strong>for</strong>m of cash. Thereafter, the asset management fees shall be in the <strong>for</strong>m of<br />
Units and/or cash as the Manager may elect. The portion of the asset management fees payable in the <strong>for</strong>m of Units<br />
will be made on a quarterly basis, in arrears. The portion of the asset management fees payable in cash will be made<br />
on a monthly basis, in arrears. If Unitholders’ prior approval <strong>for</strong> the payment of the asset management fees in the<br />
<strong>for</strong>m of Units is required but not obtained, then the payment to the Manager <strong>for</strong> the asset management fees shall<br />
be made in the <strong>for</strong>m of cash.<br />
The Manager is also entitled to receive an acquisition fee at the rate of 1.0% of the acquisition price and a divestment<br />
fee of 0.5% of the sale price on all future acquisition or disposal of properties.<br />
(iii)<br />
Trustee’s fee<br />
Pursuant to the Trust Deed, the Trustee’s fee shall not exceed 0.25% per annum of the value of the Deposited<br />
Property (subject to a minimum sum of $9,000 per month) or such higher percentage as may be approved by an<br />
Extraordinary Resolution of a meeting of Unitholders.<br />
Based on the current agreement between the Manager and Trustee, the Trustee’s fee is agreed to be:<br />
(a)<br />
(b)<br />
(c)<br />
0.03% per annum on the first $250 million of the Deposited Property;<br />
0.02% per annum on the next $250 million of the Deposited Property; and<br />
0.015% per annum on the balance thereafter.<br />
The Trustee's fee is payable out of the Deposited Property of the Trust on a monthly basis, in arrears. The Trustee is<br />
also entitled to reimbursement of all reasonable out-of-pocket expenses incurred in the per<strong>for</strong>mance of its duties<br />
under the Trust Deed.<br />
2 Basis of preparation<br />
2.1 Statement of compliance<br />
The financial statements have been prepared in accordance with the Statement of Recommended Accounting<br />
Practice (“RAP”) 7 <strong>Report</strong>ing Framework <strong>for</strong> Unit Trusts issued by the Institute of Certified Public Accountants of<br />
Singapore, and the applicable requirements of the Code on Collective Investment Schemes (the “CIS Code”) issued by<br />
the Monetary Authority of Singapore (“MAS”) and the provisions of the Trust Deed. RAP 7 requires the accounting<br />
policies to generally comply with the recognition and measurement principles of Singapore Financial <strong>Report</strong>ing<br />
Standards (“FRS”).<br />
2.2 Basis of measurement<br />
These financial statements are prepared on the historical cost basis except as otherwise described below.<br />
2.3 Functional and presentation currency<br />
The financial statements are presented in Singapore dollars which is the Trust’s functional currency. All financial<br />
in<strong>for</strong>mation presented in Singapore dollars has been rounded to the nearest thousand, unless otherwise stated.
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Notes to the Financial Statements<br />
2 Basis of preparation (CONTINUED)<br />
2.4 Use of estimates and judgements<br />
The preparation of financial statements in con<strong>for</strong>mity with RAP 7 requires the Manager to make judgements,<br />
estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income<br />
and expenses. Actual results may differ from these estimates.<br />
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are<br />
recognised in the period in which the estimates are revised, and in any future periods affected.<br />
In<strong>for</strong>mation about critical judgements in applying accounting policies that have the most significant effect on the<br />
amounts recognised in the financial statements and in<strong>for</strong>mation about assumptions and estimation uncertainties<br />
that have a significant risk of resulting in a material adjustment within the next financial year are included in the<br />
following notes:<br />
• Note 5 – Valuation of investment properties<br />
• Note 15 – Valuation of financial instruments<br />
3 Significant accounting policies<br />
The accounting policies set out below have been applied consistently to all periods presented in these financial statements<br />
and have been applied consistently by Group entities.<br />
3.1 Basis of consolidation<br />
Subsidiaries<br />
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the<br />
consolidated financial statements from the date that control commences until the date that control ceases. Where<br />
the accounting policies of the subsidiaries are different from those adopted by the Group, adjustments have been<br />
made to the financial statements of the subsidiaries in order <strong>for</strong> accounting policies to be consistently applied in the<br />
consolidated financial statements.<br />
Jointly controlled entities<br />
Jointly controlled entities are entities whose activities the Group has joint control, established by contractual<br />
agreement and unanimous consent is required <strong>for</strong> their strategic financial and operating decisions.<br />
Investments in jointly controlled entities are accounted <strong>for</strong> using the equity method and are initially recognised at<br />
cost. The cost of the investments includes transaction costs.<br />
The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive<br />
income of the jointly controlled entities after adjustments to align the accounting policies with those of the Group,<br />
from the date that joint control commences until the date that joint control ceases.<br />
When the Group’s share of losses exceeds its interest in the jointly controlled entities, the carrying amount of<br />
that interest, including any long-term investments, is reduced to zero and the recognition of further losses is<br />
discontinued except to the extent that the Group has an obligation or has made payments on behalf of the jointly<br />
controlled entities.<br />
Transactions eliminated on consolidation<br />
Intra-group balances and transactions and any unrealised income or expenses arising from intra-group transactions<br />
are eliminated in preparing the consolidated financial statements. Unrealised gains arising from transactions with<br />
the jointly controlled entities are eliminated against the investment to the extent of the Group’s interest in the<br />
jointly controlled entities. Unrealised losses are eliminated in the same way as unrealised gains, but only to the<br />
extent that there is no evidence of impairment.
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Notes to the Financial Statements<br />
3 Significant accounting policies (CONTINUED)<br />
3.1 Basis of consolidation (continued)<br />
Accounting <strong>for</strong> subsidiaries and jointly controlled entities<br />
Investments in subsidiaries and jointly controlled entities are stated in the Trust’s balance sheet at cost less<br />
accumulated impairment losses.<br />
3.2 Plant and equipment<br />
Plant and equipment are stated at cost less accumulated depreciation and impairment losses.<br />
Depreciation is provided on a straight-line basis so as to write off items of plant and equipment over their estimated<br />
useful lives as follows:<br />
Equipment - 3 years<br />
Gains or losses arising from the retirement or disposal of plant and equipment are determined as the difference<br />
between the estimated net disposal proceeds and the carrying amount of the asset, and are recognised in the<br />
Statement of Total Return.<br />
Depreciation methods, useful lives and residual values are reviewed and adjusted as appropriate, at each<br />
reporting date.<br />
3.3 Investment properties<br />
Investment properties are properties held either to earn rental income or capital appreciation or <strong>for</strong> both. Investment<br />
properties are measured at cost on initial recognition and subsequently at fair value. Fair value is determined in<br />
accordance with the Trust Deed, which requires the investment properties to be valued by independent registered<br />
valuers in the following events:<br />
• in such manner and frequency required under the Property Funds Appendix of the CIS Code issued by the<br />
MAS; and<br />
• where the Manager proposes to issue new Units <strong>for</strong> subscription or to redeem existing Units unless the<br />
investment properties have been valued not more than 6 months ago.<br />
Fair value changes are recognised in the Statement of Total Return.<br />
When an investment property is disposed of, the resulting gain or loss is recognised in the Statement of Total Return<br />
as the difference between net disposal proceeds and the carrying amount of the property.<br />
For taxation purposes, the Group and the Trust may claim capital allowances on assets that qualify as plant and<br />
machinery under the Income Tax Act.<br />
3.4 Intangible asset<br />
Intangible asset acquired by the Group and the Trust is measured initially at cost. Following initial recognition,<br />
the intangible asset is measured at cost less any accumulated amortisation and impairment losses.<br />
The intangible asset is amortised in the Statement of Total Return on a systematic basis over its estimated useful life.<br />
Intangible asset is tested <strong>for</strong> impairment as described in Note 3.6.
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Notes to the Financial Statements<br />
3 Significant accounting policies (CONTINUED)<br />
3.5 Financial instruments<br />
Non-derivative financial assets<br />
The Group initially recognises loans and receivables and deposits on the date that they are originated. All other<br />
financial assets (including assets designated at fair value through the Statement of Total Return) are recognised<br />
initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.<br />
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it<br />
transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially<br />
all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial<br />
assets that is created or retained by the Group is recognised as a separate asset or liability.<br />
Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when,<br />
the Group has a legal right to offset the amounts and intends either to settle on a net basis or to realise the asset<br />
and settle the liability simultaneously.<br />
The Group has the following non-derivative financial assets: loans and receivables.<br />
Loans and receivables<br />
Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active<br />
market. Such assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent<br />
to initial recognition, loans and receivables are measured at amortised cost using the effective interest method,<br />
less any impairment losses.<br />
Loans and receivables comprise trade and other receivables and cash and cash equivalents.<br />
Cash and cash equivalents comprise cash balances and bank deposits.<br />
Non-derivative financial liabilities<br />
The Group initially recognises all other financial liabilities (including liabilities designated at fair value through the<br />
Statement of Total Return) on the trade date at which the Group becomes a party to the contractual provisions of<br />
the instrument.<br />
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expired.<br />
The Group has the following non-derivative financial liabilities: borrowings and trade and other payables.<br />
Such financial liabilities are recognised initially at fair value plus any directly attributable transaction costs.<br />
Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the effective<br />
interest method.
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Notes to the Financial Statements<br />
3 Significant accounting policies (CONTINUED)<br />
3.5 Financial instruments (continued)<br />
Derivative financial instruments and hedging activities<br />
The Group holds derivative financial instruments to hedge its interest rate risk exposure. Embedded derivatives are<br />
separated from the host contract and accounted <strong>for</strong> separately if the economic characteristics and risks of the host<br />
contract and the embedded derivative are not closely related, a separate instrument with the same terms as the<br />
embedded derivative would meet the definition of a derivative, and the combined instrument is not measured at<br />
fair value through the Statement of Total Return. Multiple embedded derivatives in a single instrument are treated<br />
as a single compound embedded derivative if they share the same underlying risk exposures, are interdependent of<br />
each other and are not readily separable.<br />
On initial designation of the hedge, the Group <strong>for</strong>mally documents the relationship between the hedging<br />
instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge<br />
transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship.<br />
The Group makes an assessment, both at the inception of the hedge relationship as well as on an ongoing basis,<br />
whether the hedging instruments are expected to be “highly effective” in offsetting the changes in the fair value<br />
or cash flows of the respective hedged items during the period <strong>for</strong> which the hedge is designated, and whether the<br />
actual results of each hedge are within a range of 80%-125%. For a cash flow hedge of a <strong>for</strong>ecast transaction, the<br />
transaction should be highly probable to occur and should present an exposure to variations in cash flows that could<br />
ultimately affect reported total return.<br />
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in the Statement of<br />
Total Return when incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes<br />
therein are accounted <strong>for</strong> as described below.<br />
Cash flow hedges<br />
Changes in the fair value of the derivative hedging instrument designated as a cash flow hedge are recognised<br />
directly in Unitholders’ funds to the extent that the hedge is effective. To the extent that the hedge is ineffective,<br />
changes in fair value are recognised in the Statement of Total Return.<br />
If the hedging instrument no longer meets the criteria <strong>for</strong> hedge accounting, expires or is sold, terminated or<br />
exercised, hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised<br />
in the hedging reserve in Unitholders’ funds remains there until the <strong>for</strong>ecast transaction occurs. If the <strong>for</strong>ecast<br />
transaction is no longer expected to occur, any related cumulative gain or loss is recognised in the Statement of<br />
Total Return. When the hedged item is a non-financial asset, the amount recognised in Unitholders’ funds is<br />
transferred to the carrying amount of the asset when it is recognised. In other cases the amount recognised in<br />
Unitholders’ funds is transferred to the Statement of Total Return in the same period that the hedged item affects<br />
the Statement of Total Return.<br />
Separable embedded derivatives<br />
Changes in the fair value of separable embedded derivatives are recognised immediately in the Statement of<br />
Total Return.<br />
Other non-trading derivatives<br />
When a derivative financial instrument is not held <strong>for</strong> trading, and is not designated in a qualifying hedge<br />
relationship, all changes in its fair value are recognised immediately in the Statement of Total Return.<br />
Convertible bonds<br />
The convertible bonds comprise a liability <strong>for</strong> the interest and principal amount and a derivative liability. The derivative<br />
liability is recognised at fair value at inception. The carrying amount of the convertible bonds at initial recognition<br />
is the difference between the gross proceeds from the convertible bonds issue and the fair value of the derivative<br />
liability. Any directly attributable transaction costs are allocated to the convertible bonds and derivative liability in<br />
proportion to their initial carrying amounts.<br />
Subsequent to initial recognition, the convertible bonds are measured at amortised cost using the effective interest<br />
method. The derivative liability is measured at fair value through the Statement of Total Return.
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3 Significant accounting policies (CONTINUED)<br />
3.6 Impairment<br />
Non-derivative financial assets<br />
A financial asset not carried at fair value through total return is assessed at the end of each reporting date to determine<br />
whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that<br />
a loss event has occurred after the initial recognition of the asset, and that the loss event has a negative effect on the<br />
estimated future cash flows of that asset that can be estimated reliably.<br />
Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an<br />
amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will<br />
enter bankruptcy or economic conditions that correlate with defaults.<br />
Loans and receivables<br />
The Group considers evidence of impairment <strong>for</strong> loans and receivables at both a specific asset and collective level. All<br />
individually significant loans and receivables are assessed <strong>for</strong> specific impairment. All individually significant receivables<br />
found not to be specifically impaired are then collectively assessed <strong>for</strong> any impairment that has been incurred but not yet<br />
identified. Loans and receivables that are not individually significant are collectively assessed <strong>for</strong> impairment by grouping<br />
together loans and receivables with similar risk characteristics.<br />
In assessing collective impairment, the Company uses historical trends of the probability of default, the timing of recoveries<br />
and the amount of loss incurred, adjusted <strong>for</strong> Manager’s judgement as to whether current economic and credit conditions<br />
are such that the actual losses are likely to be greater or less than suggested by historical trends.<br />
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its<br />
carrying amount and the present value of the estimated future cash flows, discounted at the asset’s original effective<br />
interest rate. Losses are recognised in Statement of Total Return and reflected in an allowance account against loans and<br />
receivables. Interest on the impaired asset continues to be recognised. When a subsequent event causes the amount of<br />
impairment loss to decrease, the decrease in impairment loss is reversed through the Statement of Total Return.<br />
Non-financial assets<br />
The carrying amounts of the Group’s non-financial assets, other than investment properties, are reviewed at each<br />
reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s<br />
recoverable amount is estimated.<br />
The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value in use and its fair value<br />
less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a<br />
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the<br />
asset or CGU.<br />
An impairment loss is recognised in the Statement of Total Return if the carrying amount of an asset or its CGU exceeds its<br />
estimated recoverable amount. A CGU is the smallest identifiable asset group that generates cash flows that are largely<br />
independent from other assets and groups. Impairment losses are recognised in the Statement of Total Return, unless it<br />
reverses a previous revaluation credited to Unitholders’ funds, in which case it is charged to Unitholders’ funds.<br />
Impairment losses recognised in prior periods are assessed at each reporting date <strong>for</strong> any indications that the loss has<br />
decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine<br />
the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not<br />
exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss<br />
had been recognised.
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Notes to the Financial Statements<br />
3 Significant accounting policies (CONTINUED)<br />
3.7 Issue expenses<br />
Issue expenses relate to expenses incurred in connection with the issue of Units. Such expenses are deducted directly<br />
against Unitholders’ funds.<br />
3.8 Revenue recognition<br />
Rental income from operating leases<br />
Rental income receivable under operating leases is recognised in the Statement of Total Return on a straight-line<br />
basis over the term of the lease, except where an alternative basis is more representative of the pattern of benefits<br />
to be derived from the leased assets. Lease incentives granted are recognised as an integral part of the total rental<br />
to be received. Contingent rentals, which include gross turnover rental, are recognised as income in the accounting<br />
period on a receipt basis. No contingent rentals are recognised if there are uncertainties due to the possible return<br />
of amounts received.<br />
Dividend income<br />
Dividend income is recognised on the date that the right to receive payment is established.<br />
3.9 Expenses<br />
Property expenses<br />
Property expenses consist of advertising and promotion expenses, property tax, property management fees<br />
(using the applicable <strong>for</strong>mula stipulated in Note 1(i)), maintenance charges and other property outgoings in<br />
relation to investment properties where such expenses are the responsibility of the Group.<br />
Property expenses are recognised on an accrual basis.<br />
Asset management fees<br />
Asset management fees are recognised on an accrual basis using the applicable <strong>for</strong>mula stipulated in Note 1(ii).<br />
Trustee’s fee<br />
Trustee’s fee is recognised on an accrual basis using the applicable <strong>for</strong>mula stipulated in Note 1(iii).<br />
3.10 Finance income and expense<br />
Finance income comprises interest income on funds invested, gains on remeasurement of derivatives and gains on<br />
hedging instruments that are recognised in the Statement of Total Return. Interest income is recognised as it accrues,<br />
using the effective interest method.<br />
Finance expenses comprise interest expense on borrowings, amortisation of transaction costs incurred on<br />
borrowings, losses on remeasurement of derivatives and losses on hedging instruments that are recognised in the<br />
Statement of Total Return. All borrowing costs are recognised in the Statement of Total Return using the effective<br />
interest method.
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3 Significant accounting policies (CONTINUED)<br />
3.11 Income tax<br />
Income tax expense comprises current and deferred tax. Income tax is recognised in the Statement of Total Return<br />
except to the extent that it relates to items directly related to Unitholders’ funds, in which case it is recognised in<br />
Unitholders’ funds.<br />
Current tax is the expected tax payable on the taxable income <strong>for</strong> the year, using tax rates enacted or substantively<br />
enacted at the reporting date and any adjustment to tax payable in respect of previous years.<br />
Deferred tax is recognised using the balance sheet method, providing <strong>for</strong> temporary differences between the<br />
carrying amounts of assets and liabilities <strong>for</strong> financial reporting purposes and the amounts used <strong>for</strong> tax purposes.<br />
Deferred tax is not recognised <strong>for</strong> the following temporary differences: the initial recognition of assets or liabilities<br />
in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and <strong>for</strong><br />
differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that<br />
they will not reverse in the <strong>for</strong>eseeable future.<br />
Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they<br />
reverse, based on the laws that have been enacted or substantively enacted by the reporting date.<br />
Deferred tax assets and liabilities are offset if there is a legally en<strong>for</strong>ceable right to offset current tax liabilities and<br />
assets, and they relate to income taxes levied by the same tax authority (i) on the same taxable entity; or (ii) on<br />
different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and<br />
liabilities will be realised simultaneously.<br />
A deferred tax asset is recognised to the extent that it is probable that future taxable profits, against which the<br />
temporary differences can be utilised, will be available. Deferred tax assets are reviewed at each reporting date and<br />
are reduced to the extent that it is no longer probable that the related tax benefit will be realised.<br />
The Inland Revenue Authority of Singapore (“IRAS”) has issued a tax ruling on the taxation of the Trust <strong>for</strong> income<br />
earned and expenditure incurred after its listing on the SGX-ST. Subject to meeting the terms and conditions of the<br />
tax ruling which includes a distribution of at least 90% of the taxable income of the Trust, the Trustee will not be<br />
taxed on the portion of taxable income of the Trust that is distributed to Unitholders. Any portion of the taxable<br />
income that is not distributed to Unitholders will be taxed on the Trustee. In the event that there are subsequent<br />
adjustments to the taxable income when the actual taxable income of the Trust is finally agreed with the IRAS, such<br />
adjustments are taken up as an adjustment to the taxable income <strong>for</strong> the next distribution following the agreement<br />
with the IRAS.<br />
Although the Trust is not taxed on its taxable income distributed, the Trustee and the Manager are required to<br />
deduct income tax from distributions of such taxable income of the Trust (i.e. which has not been taxed in the hands<br />
of the Trustee) to certain Unitholders. However, the Trustee and the Manager will not deduct tax from distributions<br />
made out of the Trust’s taxable income to the extent that the beneficial Unitholder is:<br />
• An individual (excluding a partnership in Singapore);<br />
• A tax resident Singapore-incorporated company;<br />
• A body of persons registered or constituted in Singapore (e.g. a town council, a statutory board, a registered<br />
charity, a registered cooperative society, a registered trade union, a management corporation, a club or a trade<br />
and industry association);<br />
• A Singapore branch of a <strong>for</strong>eign company which has been presented a letter of approval from the Comptroller<br />
of Income Tax granting waiver from tax deducted at source in respect of distributions from the Trust; or<br />
• An agent bank acting as a nominee <strong>for</strong> individuals who have purchased Units within the Central Provident<br />
Fund Investment Scheme (“CPFIS”) and the distributions received from the Trust are returned to CPFIS.<br />
The above tax transparency ruling does not apply to gains from sale of real properties. Such gains which are<br />
considered as trading gains are assessable <strong>for</strong> tax on the Trustee. Where the gains are capital gains, the Trustee will<br />
not be assessed <strong>for</strong> tax and may distribute the capital gains without tax being deducted at source.
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3 Significant accounting policies (CONTINUED)<br />
3.12 Segment reporting<br />
An operating segment is a component of the Group that engages in business activities from which it may earn<br />
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s<br />
other components. All operating segments’ operating results are reviewed regularly by the Group’s CEO, who is the<br />
Group’s chief operating decision maker, to make decisions about resources to be allocated to the segment and assess<br />
the segment’s per<strong>for</strong>mance, and <strong>for</strong> which discrete financial in<strong>for</strong>mation is available.<br />
3.13 New standards and interpretations not yet adopted<br />
A number of new standards, amendments to standards and interpretations are effective <strong>for</strong> annual periods<br />
beginning after 1 January <strong>2010</strong>, and have not been applied in preparing these financial statements. None of these<br />
are expected to have a significant effect on the financial statements of the Group.<br />
4 Plant and equipment<br />
Equipment<br />
$’000<br />
Group and Trust<br />
Cost<br />
At 1 January 2009 482<br />
Additions 7<br />
At 31 December 2009 489<br />
Additions 7<br />
Disposal (7)<br />
At 31 December <strong>2010</strong> 489<br />
Accumulated depreciation<br />
At 1 January 2009 391<br />
Charge <strong>for</strong> the year 53<br />
At 31 December 2009 444<br />
Charge <strong>for</strong> the year 38<br />
Disposal (3)<br />
At 31 December <strong>2010</strong> 479<br />
Carrying amount<br />
At 1 January 2009 91<br />
At 31 December 2009 45<br />
At 31 December <strong>2010</strong> 10
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5 Investment properties<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
At 1 January 4,202,000 4,352,000<br />
Capital expenditure capitalised 1,285 847<br />
4,203,285 4,352,847<br />
Changes in fair value of investment properties 248,715 (150,847)<br />
At 31 December 4,452,000 4,202,000<br />
The investment properties, <strong>Suntec</strong> City Mall and part of <strong>Suntec</strong> City Office Tower 3, with a total carrying value of<br />
$1,773,200,000 (2009: <strong>Suntec</strong> City Mall, <strong>Suntec</strong> City Office Towers 3 and 4, with a total carrying value of $2,931,000,000),<br />
have been mortgaged as security <strong>for</strong> credit facilities granted to the Group (Note 12).<br />
Investment properties are stated at fair value based on valuations per<strong>for</strong>med by independent professional valuers.<br />
The fair value is based on market value, being the estimated amount <strong>for</strong> which a property could be exchanged on the<br />
date of valuation between a willing buyer and a willing seller in an arm’s length transaction after property marketing<br />
wherein the parties had acted knowledgeably, prudently and without compulsion.<br />
In determining the fair value, the valuers have used valuation methods which involve certain estimates. The valuation<br />
methods used are in the Portfolio Statements. The Manager is of the view that the valuation methods and estimates are<br />
reflective of the market condition at the date of the valuation. The key assumptions used to determine the fair value of<br />
the investment properties include estimated net cash flows expected to be received on renting out the properties, marketcorroborated<br />
capitalisation yield, terminal yield and discount rate.<br />
6 Intangible asset<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Cost<br />
Balance at 1 January 91,498 91,498<br />
Addition 84,800 –<br />
Balance at 31 December 176,298 91,498<br />
Amortisation<br />
Balance at 1 January 55,374 30,615<br />
Amortisation <strong>for</strong> the year 20,895 24,759<br />
Balance at 31 December 76,269 55,374<br />
Carrying amount<br />
At 1 January 2009 60,883<br />
At 31 December 2009 36,124<br />
At 31 December <strong>2010</strong> 100,029<br />
Intangible asset represents the unamortised income support receivable by the Group and the Trust under the Deeds of<br />
Income Support entered into with Cavell Limited and Choicewide Group Limited, the vendors of the one-third interest in<br />
One Raffles Quay Pte Ltd and BFC Development Pte. Ltd. respectively.
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
87<br />
Notes to the Financial Statements<br />
7 Interest in jointly controlled entities<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Investment in jointly controlled entities 1,412,332 519,007 870,443 –<br />
Loans to jointly controlled entities 627,348 361,946 604,348 344,946<br />
2,039,680 880,953 1,474,791 344,946<br />
The loans to jointly controlled entities are unsecured. Included in the loans is an amount of $604,348,000 (2009: $344,946,000)<br />
which bears interest between 3.0% to 3.3% (2009: 3.0%) per annum above the three-month Singapore Dollar Swap Offer<br />
Rate and settlement is neither planned nor likely to occur in the <strong>for</strong>eseeable future. As the amount is, in substance, a part<br />
of the Group’s and the Trust’s net investment in the entities, it is stated at cost. The remaining amount of $23,000,000 (2009:<br />
$17,000,000) bears interest at 10.0% (2009: 7.5%) per annum and is repayable on 30 September 2014.<br />
Included in investment in jointly controlled entities of the Group are non-audit fees paid/payable to auditors of the Trust<br />
capitalised of $381,000 (2009: $18,000).<br />
Details of the jointly controlled entities are as follows:<br />
Name of jointly Country of Effective equity held<br />
controlled entities incorporatioN BY the Group<br />
<strong>2010</strong> 2009<br />
% %<br />
One Raffles Quay Pte Ltd (1) Singapore 33.33 33.33<br />
Harmony Investors Group Limited (2) British Virgin Islands 20.00 20.00<br />
BFC Development Pte. Ltd. (1) Singapore 33.33 –<br />
One Raffles Quay Pte Ltd owns the property One Raffles Quay.<br />
BFC Development Pte. Ltd. owns Marina Bay Financial Centre Towers 1 and 2 and the Marina Bay Link Mall.<br />
(1)<br />
Audited by Ernst & Young LLP. The Manager’s Board of Directors and Audit Committee are satisfied that the appointment will not<br />
compromise the standard and effectiveness of the audit.<br />
(2)<br />
Not required to be audited under the laws of the country in which it is incorporated.<br />
Acquisition of one-third interest in BFC Development Pte. Ltd.<br />
On 9 December <strong>2010</strong>, the Group completed the acquisition of a one-third interest in BFC Development Pte. Ltd.<br />
The following table summarises the proportion of the amounts of net assets recognised as of the acquisition date and the<br />
fair value of the total consideration transferred:<br />
Identifiable assets acquired and liabilities assumed<br />
<strong>2010</strong><br />
$’000<br />
Investment property 4,289,111<br />
Loans (1,677,782)<br />
Total identifiable net assets 2,611,329<br />
One-third interest 870,443
88<br />
Passion to Deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Notes to the Financial Statements<br />
7 Interest in jointly controlled entities (CONTINUED)<br />
Fair value of total consideration transferred at acquisition date<br />
<strong>2010</strong><br />
$’000<br />
Purchase consideration <strong>for</strong> share of net assets acquired 1,495,800<br />
Shareholders’ loan assumed (559,261)<br />
Acquisition fee and other related expenses 18,704<br />
Total consideration transferred 955,243<br />
Represented by:<br />
Share of identifiable net assets acquired 870,443<br />
Intangible asset 84,800<br />
955,243<br />
The summarised financial in<strong>for</strong>mation of the Group’s interest in the jointly controlled entities, adjusted <strong>for</strong> the percentage<br />
of ownership held by the Group, is as follows:<br />
Group<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Assets and liabilities<br />
Non-current assets 1,864,598 413,446<br />
Current assets 518,964 516,317<br />
Total assets 2,383,562 929,763<br />
Current liabilities 14,478 360,330<br />
Non-current liabilities 956,752 50,426<br />
Total liabilities 971,230 410,756<br />
Results<br />
Revenue 39,208 34,886<br />
Expenses (32,195) (25,042)<br />
Net change in fair value of investment properties 23,924 (83,166)<br />
Net profit/(loss) <strong>for</strong> the year 30,937 (73,322)<br />
8 Investments in subsidiaries<br />
Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Equity investment at cost 535,506 511,329<br />
Details of the subsidaries are as follows:<br />
E effective equity held<br />
Name of subsidiaries Country of incorporatioN BY the Trust<br />
<strong>2010</strong> 2009<br />
% %<br />
Comina Investment Limited (1) British Virgin Islands 100 100<br />
<strong>Suntec</strong> Harmony Pte. Ltd. (2) Singapore 100 100<br />
(1)<br />
Not required to be audited under the laws of the country in which it is incorporated.<br />
(2)<br />
Audited by KPMG LLP Singapore
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
89<br />
Notes to the Financial Statements<br />
9 Financial derivatives<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Derivative assets<br />
- Interest rate swaps at fair value through Statement of Total Return 1,178 1,762<br />
Current 762 –<br />
Non-current 416 1,762<br />
1,178 1,762<br />
Derivative liabilities<br />
- Interest rate swaps at fair value through Statement of Total Return 513 2,131<br />
- Embedded derivatives relating to convertible bonds 8,459 14,992<br />
8,972 17,123<br />
Current 8,756 1,581<br />
Non-current 216 15,542<br />
8,972 17,123<br />
The Group uses interest rate swaps to manage its exposure to interest rate movements on its floating rate interest-bearing<br />
term loans and short term borrowings by swapping the interest expense on a proportion of these term loans and short<br />
term borrowings from floating rates to fixed rates and vice versa.<br />
Interest rate swaps with a total notional amount of $675,000,000 (2009: $225,000,000) have been entered into at the<br />
balance sheet date to provide fixed and floating rate funding <strong>for</strong> terms of 3 to 5 years (2009: 3 to 5 years) at an average<br />
interest rate of 0.27009% to 3.725% (2009: 0.49087% to 3.725%) per annum.<br />
10 Trade and other receivables<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Trade receivables 4,965 8,013 4,965 8,013<br />
Impairment losses (2,551) (2,982) (2,551) (2,982)<br />
Net receivables 2,414 5,031 2,414 5,031<br />
Deposits – 267 – 267<br />
Amount due from:<br />
- jointly controlled entities 3,419 11,824 – –<br />
- subsidiaries – – 3,320 28,499<br />
Loans and receivables 5,833 17,122 5,734 33,797<br />
Prepayments and other receivables 852 672 853 672<br />
6,685 17,794 6,587 34,469<br />
The trade receivables in respect of <strong>Suntec</strong> City Mall and part of <strong>Suntec</strong> City Office Tower 3 amounting to $4,086,000<br />
(2009: <strong>Suntec</strong> City Mall, <strong>Suntec</strong> City Office Towers 3 and 4 amounting to $7,777,000) are charged or assigned by way of<br />
security <strong>for</strong> credit facilities granted to the Group (Note 12).<br />
The amounts due from the jointly controlled entities and the subsidiaries are non-trade in nature, unsecured, interest-free<br />
and repayable on demand.<br />
The exposure of the Group and the Trust to credit risk and impairment losses related to trade receivables is disclosed<br />
in Note 15.
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Notes to the Financial Statements<br />
11 Cash and cash equivalents<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Cash at bank and in hand 21,405 16,298 20,821 16,298<br />
Fixed deposits with a financial institution 31,088 14,930 31,088 14,930<br />
52,493 31,228 51,909 31,228<br />
The weighted average effective interest rate relating to cash and cash equivalents at the balance sheet date <strong>for</strong> the<br />
Group and the Trust is 0.0715% and 0.0724% (2009: 0.0776% <strong>for</strong> both the Group and the Trust) per annum respectively.<br />
Interest rates reprice at intervals of one month.<br />
Cash and cash equivalents in respect of <strong>Suntec</strong> City Mall and part of <strong>Suntec</strong> City Office Tower 3 amounting to $3,731,000<br />
(2009: <strong>Suntec</strong> City Mall, <strong>Suntec</strong> City Office Towers 3 and 4 amounting to $6,874,000) are charged or assigned by way of<br />
security <strong>for</strong> credit facilities granted to the Group (Note 12).<br />
The exposure of the Group and the Trust to interest rate risk related to financial assets are disclosed in Note 15.<br />
12 Interest-bearing borrowings<br />
Group and Trust<br />
Note <strong>2010</strong> 2009<br />
$’000 $’000<br />
Term loans<br />
- secured 788,647 650,849<br />
- unsecured 1,493,882 804,061<br />
2,282,529 1,454,910<br />
Convertible bonds<br />
- unsecured 14 272,115 266,812<br />
2,554,644 1,721,722<br />
Current 404,585 –<br />
Non-current 2,150,059 1,721,722<br />
2,554,644 1,721,722<br />
The exposure of the Group and the Trust to liquidity and interest rate risks related to interest-bearing borrowings are<br />
disclosed in Note 15.<br />
Terms and debt repayment schedule<br />
Terms and conditions of outstanding interest-bearing borrowings are as follows:<br />
Weighted <strong>2010</strong> 2009<br />
Average nominal Year of fACe CarryiNG fACe Carrying<br />
interest rate maturity value amount value amount<br />
% $’000 $’000 $’000 $’000<br />
Group and Trust<br />
Floating rate term loans 1.44 2011 to 2,105,000 2,078,524 1,275,000 1,251,612<br />
2012<br />
Fixed rate term loans 4.85 2011 to 207,500 204,005 207,500 203,298<br />
2016<br />
Convertible bonds 3.25 2013 270,000 272,115 270,000 266,812<br />
2,582,500 2,554,644 1,752,500 1,721,722
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
91<br />
Notes to the Financial Statements<br />
12 Interest-bearing borrowings (CONTINUED)<br />
Terms and debt repayment schedule (continued)<br />
Interest-bearing borrowings at the balance sheet date of $2,554,644,000 (2009: $1,721,722,000) comprise the following:<br />
- $157,429,000 (2009: $157,299,000) unsecured term loan from Sunshine Assets Limited;<br />
- $1,336,453,000 (2009: $646,762,000) unsecured term loan from various institutional banks;<br />
- $272,115,000 (2009: $266,812,000) convertible bonds due 2013; and<br />
- $788,647,000 (2009: $650,849,000) secured term loan facilities from various institutional banks.<br />
(a)<br />
Term loan facility with Sunshine Assets Limited<br />
As at 31 December <strong>2010</strong>, the Trust has in place a $157.5 million (2009: $157.5 million) term loan facility with Sunshine<br />
Assets Limited (“Sunshine”), a special purpose company.<br />
To fund the loan of $157.5 million to the Trust, Sunshine has raised funds by issuing $32.5 million secured fixed rate<br />
notes due 2011, $50.0 million secured fixed rate notes due 2011, $50.0 million secured floating rate notes due 2011<br />
and $25.0 million secured fixed notes due 2012, amounting to $157.5 million (collectively, the “Sunshine Notes”).<br />
The Sunshine Notes bear interest at rates ranging from 2.78% to 4.145% and the three-month Swap Offer Rate plus<br />
0.42%. The Sunshine Notes are secured by a debenture creating fixed and floating charges over all the assets of<br />
Sunshine, including its rights, title and interest in connection with the term loan facility granted to the Trust.<br />
(b)<br />
Secured term loan facilities with various institutional banks<br />
As at 31 December <strong>2010</strong>, the Trust has in place a secured facilities of $800 million (2009: $675 million) term loan<br />
facilities with a panel of banks.<br />
The facilities are secured on the following:<br />
- a first legal mortgage on <strong>Suntec</strong> City Mall and part of <strong>Suntec</strong> City Office Tower 3 (the “Properties”);<br />
- a first fixed charge over the central rental collection account in relation to the Properties (Notes 10 and 11);<br />
- an assignment of the Trust’s rights, title and interest in the tenancy documents and the proceeds in connection<br />
with the Properties;<br />
- an assignment of the Trust’s rights, title and interest in the insurance policies in relation to the Properties;<br />
- a fixed and floating charge over the assets of the Trust in relation to the Properties, agreements, collateral, as<br />
required by the financial institutions granting the facilities (Note 5); and<br />
- an assignment of any interest swap facilities, which may be entered into by the Trust in relation to the term<br />
loan facilities.<br />
The current portion of the interest-bearing borrowings comprise term loans of $132.5 million which are due in 2011,<br />
and $270.0 million convertible bonds with a put option exercisable on 20 March 2011 (Note 14).<br />
13 Trade and other payables<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Trade and other payables 3,140 5,670<br />
Accrued operating expenses 11,121 14,317<br />
Amounts due to related parties (trade) 1,393 1,055<br />
Accrued income 16,677 6,602<br />
Interest payable 8,772 7,737<br />
41,103 35,381<br />
The amounts due to related parties are unsecured and interest-free. Included in the amounts due to related parties is<br />
an amount due to the Trustee, the Manager and a related party of the Manager of $169,000, $716,000 and $508,000<br />
(2009: $227,000, $423,000 and $Nil) respectively. Transactions with related parties are priced on an arm’s length basis.
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Notes to the Financial Statements<br />
14 Convertible bonds – debt component<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Carrying amount of debt component at 1 January 266,812 259,897<br />
Amortisation of transaction costs 865 862<br />
Interest accretion 4,438 6,053<br />
Carrying amount of debt component at 31 December 272,115 266,812<br />
In 2008, the Trust issued $270.0 million principal amounts of convertible bonds (the “Bonds”) due 2013 which carry a<br />
coupon interest at 3.25% per annum. The Bonds are convertible by bondholders into Units at the conversion price of<br />
$1.723 (2009: $1.759) at any time on or after 30 April 2008 up to 3.00 p.m. on 13 March 2013 or, if redeemed prior to<br />
13 March 2013, then up to 3.00 p.m. on a date no later than 7 business days prior to the date fixed <strong>for</strong> redemption thereof.<br />
Based on the conversion price, the Bonds are convertible into approximately 156,703,424 Units (31/12/2009: 153,496,305<br />
Units), representing 7.1% (31/12/2009: 8.5%) of the total number of Units of the Trust in issue as at 31 December <strong>2010</strong>.<br />
The Trust has the option to pay cash in lieu of issuing new Units on conversion of any Bonds.<br />
The Bonds may be redeemed, in whole or in part, at the option of the bondholder on 20 March 2011 at a put price of<br />
103.164% together with any accrued but unpaid interest up to that date. To exercise such right, the holder of the relevant<br />
bond must, within a period of three months prior to 20 March 2011, complete, sign and deposit the notice of redemption<br />
with the payment agent.<br />
The Bonds may also be redeemed, in whole but not in part, at the option of the Trust on or at any time after 20 March 2011<br />
but not less than 7 business days prior to 20 March 2013 (subject to the satisfaction of certain conditions) having given not<br />
less than 30 nor more than 60 days’ notice to the bondholders. The early redemption amount represents a gross yield to<br />
maturity of 4.25% per annum, on a semi-annual basis calculated on the basis of a 360-day year consisting of 12 months of<br />
30 days each and, in the case of an incomplete month, the number of days elapsed.<br />
Unless previously redeemed by the bondholders on 20 March 2011 or by the Trust at any time on or after 20 March 2011<br />
and not less than 7 business days prior to 20 March 2013, the final redemption date of the Bonds is 20 March 2013. The<br />
redemption price upon maturity is equal to 105.5063% of the principal amount, together with any accrued but unpaid<br />
interest accrued to the date of redemption, on the final redemption date.<br />
As at 31 December <strong>2010</strong>, the effective interest rate <strong>for</strong> the Bonds – debt component is approximately 5.25% (2009: 5.25%)<br />
per annum.<br />
15 Financial instruments<br />
Credit risk<br />
Exposure to credit risk<br />
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at<br />
the reporting date was:<br />
GroUP<br />
trust<br />
Carrying amount<br />
Carrying amount<br />
NOTE <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Loans to jointly controlled entities 7 627,348 361,946 604,348 344,946<br />
Derivative assets at fair value<br />
through Statement of Total Return 9 1,178 1,762 1,178 1,762<br />
Loans and receivables 10 5,833 17,122 5,734 33,797<br />
Cash and cash equivalents 11 52,493 31,228 51,909 31,228<br />
686,852 412,058 663,169 411,733
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
93<br />
Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Credit risk (continued)<br />
Exposure to credit risk (continued)<br />
The maximum exposure to credit risk <strong>for</strong> trade receivables at the reporting date by type of tenants is:<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Office 214 498<br />
Retail 2,200 4,533<br />
2,414 5,031<br />
The Group’s tenants are engaged in a wide spectrum of business activities across many industry segments. The Group’s<br />
most significant tenant accounts <strong>for</strong> $1,093,000 (2009: $1,245,000) of the trade receivables carrying amount as at the<br />
balance sheet date.<br />
Impairment losses<br />
The ageing of trade receivables at the balance sheet date is:<br />
iMPAirment<br />
iMPAirment<br />
Gross losses Gross losses<br />
<strong>2010</strong> <strong>2010</strong> 2009 2009<br />
$’000 $’000 $’000 $’000<br />
Group and Trust<br />
Not past due 1,705 – 2,617 –<br />
Past due 31 – 60 days 461 – 968 –<br />
Past due 61 – 90 days 297 49 489 –<br />
More than 90 days 2,502 2,502 3,939 2,982<br />
4,965 2,551 8,013 2,982<br />
The movement in the allowance <strong>for</strong> impairment in respect of trade receivables during the year was as follows:<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
At 1 January 2,982 1,133<br />
Impairment loss recognised 430 2,186<br />
Allowance utilised during the year (861) (337)<br />
At 31 December 2,551 2,982<br />
Based on historic default rates, the Manager believes that, apart from the above, no additional impairment allowance is<br />
necessary in respect of trade receivables as these receivables mainly arose from tenants that have a good track record with<br />
the Group, and the Group has sufficient security deposits as collateral.<br />
The allowance account in respect of trade receivables is used to record impairment losses unless the Group and the Trust<br />
are satisfied that no recovery of the amounts owing are possible; at that point the amounts are considered irrecoverable<br />
and are written off against the financial asset directly. At 31 December <strong>2010</strong>, the Group and the Trust do not have any<br />
collective impairment on its trade receivables (2009: nil).
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Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Credit risk (continued)<br />
Liquidity risk<br />
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding<br />
the impact of netting agreements:<br />
Cash flows<br />
Carrying Contractual Within Within More than<br />
AMount cash flows 1 year 1 to 5 years 5 years<br />
$’000 $’000 $’000 $’000 $’000<br />
Group and Trust<br />
<strong>2010</strong><br />
Non-derivative financial liabilities<br />
Financial liabilities measured<br />
at amortised cost:<br />
- Floating rate term loans 2,078,524 2,225,028 34,156 2,190,872 –<br />
- Fixed rate term loans 204,005 243,838 7,814 132,949 103,075<br />
- Convertible bonds 272,115 304,340 8,775 295,565 –<br />
- Trade and other payables 41,103 41,103 41,103 – –<br />
- Security deposits 60,691 60,691 22,452 38,239 –<br />
2,656,438 2,875,000 114,300 2,657,625 103,075<br />
Derivative financial liabilities<br />
Financial liabilities at fair value<br />
through Statement of Total Return<br />
- Interest rate swaps 513 4,108 1,672 2,436 –<br />
2,656,951 2,879,108 115,972 2,660,061 103,075<br />
Group and Trust<br />
2009<br />
Non-derivative financial liabilities<br />
Financial liabilities measured<br />
at amortised cost:<br />
- Floating rate term loans 1,251,612 1,359,309 36,232 1,323,077 –<br />
- Fixed rate term loans 203,298 253,902 10,064 134,563 109,275<br />
- Convertible bonds 266,812 313,115 8,775 304,340 –<br />
- Trade and other payables 35,381 35,381 35,381 – –<br />
- Security deposits 61,613 61,613 23,374 38,239 –<br />
1,818,716 2,023,320 113,826 1,800,219 109,275<br />
Derivative financial liabilities<br />
Financial liabilities at fair value<br />
through Statement of Total Return<br />
- Interest rate swaps 2,131 3,260 3,052 208 –<br />
1,820,847 2,026,580 116,878 1,800,427 109,275
PASSIOn to deliver<br />
<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
95<br />
Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Interest rate risk<br />
Cash flow sensitivity analysis <strong>for</strong> variable rate instruments<br />
For the interest rate swaps and the other variable rate financial liabilities, a change of 30 basis points (“bp”) (2009: 50 bp)<br />
in interest rate at the reporting date would increase/(decrease) total return (be<strong>for</strong>e any tax effects) by the amounts<br />
shown below. There is no impact on Unitholders’ funds. This analysis assumes that all other variables remain constant.<br />
statement of total return<br />
30 bp 30 bp<br />
increase decrease<br />
$’000 $’000<br />
Group and Trust<br />
<strong>2010</strong><br />
Interest-bearing borrowings (floating rate) (6,315) 6,315<br />
Interest rate swaps 2,299 (2,262)<br />
(4,016) 4,053<br />
statement of total return<br />
50 bp 50 bp<br />
increase decrease<br />
$’000 $’000<br />
2009<br />
Interest-bearing borrowings (floating rate) (6,375) 6,375<br />
Interest rate swaps 435 (436)<br />
(5,940) 5,939<br />
Fair value sensitivity analysis <strong>for</strong> fixed rate instruments<br />
The Group does not account <strong>for</strong> any fixed rate financial assets and liabilities at fair value through the Statement of Total Return,<br />
nor does the Group designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting<br />
model. There<strong>for</strong>e, a change in interest rates at the reporting date would not affect the Statement of Total Return.
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Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Classification and fair value of financial instruments<br />
The fair values of financial assets and liabilities, together with the carrying amounts shown in the balance sheet, are as follows:<br />
other totAL<br />
DESIGNATED AT LOANS AND FINANCIAL CARRYING<br />
NOTE fAIR VALUE RECEIVABLES LIABILITIES AMOUNT FAIR VALUE<br />
$’000 $’000 $’000 $’000 $’000<br />
Group<br />
<strong>2010</strong><br />
Financial derivatives 9 1,178 – – 1,178 1,178<br />
Loans and receivables 10 – 5,833 – 5,833 5,833<br />
Cash and cash equivalents 11 – 52,493 – 52,493 52,493<br />
1,178 58,326 – 59,504 59,504<br />
Financial derivatives 9 (8,972) – – (8,972) (8,972)<br />
Interest-bearing borrowings 12 – – (2,282,529) (2,282,529) (2,296,621)<br />
Trade and other payables 13 – – (41,103) (41,103) (41,103)<br />
Security deposits – – (60,691) (60,691) (59,975)<br />
Convertible bonds 14 – – (272,115) (272,115) (283,141)<br />
(8,972) – (2,656,438) (2,665,410) (2,689,812)<br />
2009<br />
Financial derivatives 9 1,762 – – 1,762 1,762<br />
Loans and receivables 10 – 17,122 – 17,122 17,122<br />
Cash and cash equivalents 11 – 31,228 – 31,228 31,228<br />
1,762 48,350 – 50,112 50,112<br />
Financial derivatives 9 (17,123) – – (17,123) (17,123)<br />
Interest-bearing borrowings 12 – – (1,454,910) (1,454,910) (1,461,685)<br />
Trade and other payables 13 – – (35,381) (35,381) (35,381)<br />
Security deposits – – (61,613) (61,613) (59,598)<br />
Convertible bonds 14 – – (266,812) (266,812) (283,141)<br />
(17,123) – (1,818,716) (1,835,839) (1,856,928)
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Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Classification and fair value of financial instruments (continued)<br />
other totAL<br />
DESIGNATED AT LOANS AND FINANCIAL CARRYING<br />
NOTE fAIR VALUE RECEIVABLES LIABILITIES AMOUNT FAIR VALUE<br />
$’000 $’000 $’000 $’000 $’000<br />
Trust<br />
<strong>2010</strong><br />
Financial derivatives 9 1,178 – – 1,178 1,178<br />
Loans and receivables 10 – 5,734 – 5,734 5,734<br />
Cash and cash equivalents 11 – 51,909 – 51,909 51,909<br />
1,178 57,643 – 58,821 58,821<br />
Financial derivatives 9 (8,972) – – (8,972) (8,972)<br />
Interest-bearing borrowings 12 – – (2,282,529) (2,282,529) (2,296,621)<br />
Trade and other payables 13 – – (41,103) (41,103) (41,103)<br />
Security deposits – – (60,691) (60,691) (59,975)<br />
Convertible bonds 14 – – (272,115) (272,115) (283,141)<br />
(8,972) – (2,656,438) (2,665,410) (2,689,812)<br />
2009<br />
Financial derivatives 9 1,762 – – 1,762 1,762<br />
Loans and receivables 10 – 33,797 – 33,797 33,797<br />
Cash and cash equivalents 11 – 31,228 – 31,228 31,228<br />
1,762 65,025 – 66,787 66,787<br />
Financial derivatives 9 (17,123) – – (17,123) (17,123)<br />
Interest-bearing borrowings 12 – – (1,454,910) (1,454,910) (1,461,685)<br />
Trade and other payables 13 – – (35,381) (35,381) (35,381)<br />
Security deposits – – (61,613) (61,613) (58,598)<br />
Convertible bonds 14 – – (266,812) (266,812) (267,158)<br />
(17,123) – (1,818,716) (1,835,839) (1,839,945)
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Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Fair values<br />
Estimation of fair values<br />
Fair values of the financial instruments of the Group and the Trust have been determined <strong>for</strong> measurement and/or<br />
disclosure purposes based on the following methods:<br />
Derivatives<br />
The fair value of interest rate swaps is based on broker quotes at the balance sheet date. These quotes are tested <strong>for</strong><br />
reasonableness by discounting estimated future cash flows based on the terms and maturity of each swap and using<br />
market interest rates <strong>for</strong> similar instruments at the measurement date.<br />
The fair value of the embedded derivative component of the convertible bonds is the difference between the fair value<br />
of the convertible bonds based on broker quotes at the balance sheet date and the fair value of the liability component<br />
of the convertible bonds, determined using the discounted cash flow technique.<br />
Non-derivative financial liabilities<br />
The fair values of the non-current portion of security deposits, fixed interest-bearing borrowings, borrowings which<br />
reprice after three months, which are determined <strong>for</strong> disclosure purposes, are estimated using the discounted cash flow<br />
technique. Future cash flows are based on management’s best estimates and the discount rate is based on a market-related<br />
rate <strong>for</strong> a similar instrument at the balance sheet date.<br />
Other financial assets and liabilities<br />
The carrying amounts of financial assets and liabilities with a maturity of less than one year (including trade and other<br />
receivables, cash and cash equivalents, trade and other payables and interest-bearing borrowings which reprice within<br />
six months) are assumed to approximate their fair values because of the short period to maturity or repricing.<br />
Interest rates used in determining fair values<br />
The Group used the following interest rates to discount estimated cash flows:<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
% %<br />
Non-current portion of security deposits 1.907 2.74<br />
Fixed rate borrowings 1.237 – 4.50 1.78 – 6.20<br />
Convertible bonds 3.34 5.04
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Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Fair value hierarchy<br />
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been<br />
defined as follows:<br />
• Level 1: quoted prices (unadjusted) in active markets <strong>for</strong> identical assets or liabilities;<br />
• Level 2: inputs other than quoted prices included within Level 1 that are observable <strong>for</strong> the asset or liability,<br />
either directly (i.e., as prices) or indirectly (i.e., derived from prices); and<br />
• Level 3: inputs <strong>for</strong> the asset or liability that are not based on observable market data (unobservable inputs).<br />
level 2 Level 3 total<br />
$’000 $’000 $’000<br />
Group and Trust<br />
<strong>2010</strong><br />
Derivative assets<br />
- interest rate swaps 1,178 – 1,178<br />
Derivative liabilities<br />
- interest rate swaps (513) – (513)<br />
- embedded derivatives relating to convertible bonds – (8,459) (8,459)<br />
(513) (8,459) (8,972)<br />
665 (8,459) (7,794)<br />
2009<br />
Derivative assets<br />
- interest rate swaps 1,762 – 1,762<br />
Derivative liabilities<br />
- interest rate swaps (2,131) – (2,131)<br />
- embedded derivatives relating to convertible bonds – (14,992) (14,992)<br />
(2,131) (14,992) (17,123)<br />
(369) (14,992) (15,361)<br />
During the financial year ended 31 December <strong>2010</strong>, there were no transfers between Level 1 and Level 2.<br />
The Level 3 financial instruments measured at fair value are as follows:<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Group and Trust<br />
Embedded derivatives relating to convertible bonds<br />
As at 1 January (14,992) (1,863)<br />
Changes in fair value recognised in Statement of Total Return 6,533 (13,129)<br />
As at 31 December (8,459) (14,992)<br />
Total gain/(loss) <strong>for</strong> the year included in Statement of Total Return <strong>for</strong><br />
financial instruments held at the balance sheet date 6,533 (13,129)
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Notes to the Financial Statements<br />
15 Financial instruments (CONTINUED)<br />
Fair value hierarchy (continued)<br />
Gain/(loss) <strong>for</strong> the year included in the Statement of Total Return is presented in finance income/finance expense as follows:<br />
fiNANce finance<br />
income expense<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Group and Trust<br />
Total gain/(loss) <strong>for</strong> the year included in Statement of Total Return 6,533 (13,129)<br />
Total gain/(loss) <strong>for</strong> the year included in Statement of Total Return <strong>for</strong><br />
financial instruments held at 31 December 6,533 (13,129)<br />
The fair value of the embedded derivative relating to convertible bonds has been determined using the discounted<br />
cash flows approach. The valuation requires management to estimate the expected cash flows over the life of the<br />
convertible bonds to investors, which are not evidenced by observable market data. If the assumptions applied by<br />
management were 5.0% favourable or unfavourable with all other variables held constant, the fair value of the<br />
embedded derivative relating to the convertible bonds would decrease/(increase) by $13,457,000 (2009: $11,926,000)<br />
and ($13,451,000) (2009: ($11,904,000)) respectively. The analysis is per<strong>for</strong>med on the same basis <strong>for</strong> <strong>2010</strong>.<br />
16 Units in issue<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
’000 ’000<br />
Units in issue:<br />
At 1 January 1,797,300 1,571,198<br />
Issue of Units:<br />
- asset management fees paid in Units 15,561 28,170<br />
- acquisition fee paid in Units 10,266 431<br />
- private placement of new Units 313,000 128,500<br />
- deferred consideration on investment properties acquired 69,001 69,001<br />
At 31 December 2,205,128 1,797,300<br />
Units to be issued:<br />
- asset management fees payable in Units 4,242 4,077<br />
- deferred consideration on investment properties acquired 1 – 69,001<br />
4,242 73,078<br />
Total issued and issuable Units at 31 December 2,209,370 1,870,378<br />
1<br />
The deferred consideration units comprising a total of six equal instalments to the vendor of <strong>Suntec</strong> City Mall and <strong>Suntec</strong> City Office<br />
Towers had been fully issued in financial year ended 31 December <strong>2010</strong>.
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Notes to the Financial Statements<br />
16 Units in issue (CONTINUED)<br />
During the year, there were the following issues of Units:<br />
• 15,561,317 (2009: 28,170,278) Units were issued at unit prices ranging from $1.3072 to $1.5039 (2009: $0.586 to<br />
$1.090) per Unit, amounting to $21,347,000 (2009: $22,058,000) in satisfaction of asset management fees payable<br />
in Units;<br />
• 10,266,300 (2009: 431,074) Units were issued at $1.457 (2009: $1.090) per Unit to the Manager in satisfaction of the<br />
acquisition fee of $14,958,000 (2009: $470,000) <strong>for</strong> the acquisition of the one-third interest in BFC Development<br />
Pte. Ltd. (2009: 20% interest in Harmony Investors Group Limited);<br />
• 313,000,000 (2009: 128,500,000) Units (“Private Placement Units”) issued at $1.37 (2009: $1.19) per Unit, were placed<br />
out on 9 December <strong>2010</strong> (2009: 22 December 2009); and<br />
• 69,000,722 (2009: 69,000,724) Units were issued at $1.000 per Unit to <strong>Suntec</strong> City Development Pte Ltd, amounting<br />
to $69,000,722 (2009: $69,000,724) in satisfaction of the fifth and final instalments of deferred consideration on the<br />
initial portfolio of properties acquired during the IPO.<br />
Each Unit in the Trust represents an undivided interest in the Trust. The rights and interests of Unitholders are contained<br />
in the Trust Deed and include the right to:<br />
• receive income and other distributions attributable to the Units held;<br />
• participate in the termination of the Trust by receiving a share of all net cash proceeds derived from the realisation<br />
of the assets of the Trust and available <strong>for</strong> purposes of such distribution less any liabilities, in accordance with their<br />
proportionate interests in the Trust. However, a Unitholder has no equitable or proprietary interest in the underlying<br />
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<br />
in any asset (or part thereof) of the Trust; and<br />
• attend all Unitholders’ meetings. The Trustee or the Manager may (and the Manager shall at the request in writing<br />
of not less than 50 Unitholders or one-tenth in number of the Unitholders, whichever is the lesser) at any time<br />
convene a meeting of Unitholders in accordance with the provisions of the Trust Deed.<br />
The Unitholders cannot give any directions to the Manager or the Trustee (whether at a meeting of Unitholders or<br />
otherwise) if it would require the Trustee or the Manager to do or omit doing anything which may result in:<br />
• the Trust ceasing to comply with the Listing Manual issued by SGX-ST or the Property Fund Appendix; or<br />
• the exercise of any discretion expressly conferred on the Trustee or the Manager by the Trust Deed or the<br />
determination of any matter <strong>for</strong> which the agreement of either or both the Trustee and the Manager is required<br />
under the Trust Deed.<br />
A Unitholder’s liability is limited to the amount paid or payable <strong>for</strong> any Units. The provisions of the Trust Deed provide that<br />
no Unitholders will be personally liable to indemnify the Trustee or any creditor of the Trustee in the event that liabilities<br />
of the Trust exceed its assets.
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Notes to the Financial Statements<br />
17 Net asset value per Unit<br />
GroUP<br />
trust<br />
NOTE <strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Net asset value per Unit is based on:<br />
Net assets 3,984,633 3,327,857 3,954,568 3,319,854<br />
’000 ’000 ’000 ’000<br />
Total issued and issuable<br />
Units at 31 December 16 2,209,370 1,870,378 2,209,370 1,870,378<br />
18 Gross revenue<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Gross rental income 249,230 252,929 249,230 252,929<br />
Dividend income from subsidiaries – – 11,432 11,189<br />
Others 249 209 249 209<br />
249,479 253,138 260,911 264,327<br />
19 Property expenses<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Advertising and promotion expenses 4,374 4,820<br />
Allowance <strong>for</strong> doubtful receivables 430 2,186<br />
Depreciation of plant and equipment 38 53<br />
Maintenance expenses 2,169 2,006<br />
Contributions to maintenance funds 16,534 16,534<br />
Property management fees (including reimbursables) 7,277 8,460<br />
Property tax 17,617 21,877<br />
Rental subsidies – 714<br />
Utilities 2,378 2,122<br />
Others 5,572 2,131<br />
56,389 60,903<br />
Property expenses represent the direct operating expenses arising from rental of investment properties.<br />
20 Other income<br />
Other income relates to the income support received/receivable by the Group and the Trust under the Deeds of Income<br />
Support entered into with Cavell Limited and Choicewide Group Limited, the vendors of the one-third interest in<br />
One Raffles Quay Pte Ltd (“ORQPL”) and BFC Development Pte. Ltd. (“BFCPL”). ORQPL holds One Raffles Quay and BFCPL<br />
holds Marina Bay Financial Centre Towers 1 and 2 and the Marina Bay Link Mall.
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Notes to the Financial Statements<br />
21 Finance income and expense<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Recognised in the Statement of Total Return<br />
Interest income:<br />
- bank deposits 33 109 33 109<br />
- interest rate swaps 1,958 2,033 1,958 2,033<br />
- loan to jointly controlled entities 13,972 12,826 11,411 12,502<br />
Gain arising from remeasurement of derivatives 9,300 1,739 9,300 1,739<br />
Finance income 25,263 16,707 22,702 16,383<br />
Interest expense:<br />
- bank loans (36,280) (26,693) (36,280) (26,693)<br />
- the Bonds (8,775) (8,775) (8,775) (8,775)<br />
- interest rate swaps (4,796) (9,354) (4,796) (9,354)<br />
Amortisation of transaction costs (29,580) (14,057) (29,580) (14,057)<br />
Loss arising from remeasurement of derivatives (1,734) (13,860) (1,734) (13,860)<br />
Finance expense (81,165) (72,739) (81,165) (72,739)<br />
Recognised in the Statement of Total Return (55,902) (56,032) (58,463) (56,356)<br />
22 Asset management fees<br />
Included in the asset management fees of the Group and the Trust is an aggregate of 15,725,881 (2009: 24,680,603) Units,<br />
amounting to $22,345,000 (2009: $21,863,000), that have been or will be issued to the Manager in satisfaction of the asset<br />
management fees payable in Units.<br />
23 Other charges<br />
Included in other charges are the following items:<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Non-audit fees paid to auditors of the Trust 44 65
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Notes to the Financial Statements<br />
24 Income tax expense<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Tax expense<br />
Current year 2,029 2,723 2,029 2,723<br />
Reconciliation of effective tax rate<br />
Net income 139,029 34,645 116,967 118,832<br />
Less: Share of (profit)/loss of<br />
jointly controlled entities (30,937) 73,322 – –<br />
Net income be<strong>for</strong>e share of result of<br />
jointly controlled entities 108,092 107,967 116,967 118,832<br />
Income tax using the Singapore tax rate<br />
of 17% (2009: 17%) 18,376 18,354 19,884 20,201<br />
Non-tax deductible items 13,901 13,476 13,061 12,793<br />
Non-taxable income (2,016) (295) (1,581) (295)<br />
Tax exempt income – – (1,103) (1,164)<br />
Tax transparency (28,232) (28,812) (28,232) (28,812)<br />
2,029 2,723 2,029 2,723<br />
25 Earnings per Unit<br />
Basic earnings per Unit is based on:<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Total return <strong>for</strong> the year after tax 385,715 (118,925) 363,653 (34,738)<br />
Number of Units<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
’000 ’000 ’000 ’000<br />
Weighted average number of Units:<br />
- outstanding during the year 1,896,610 1,662,888 1,896,610 1,662,888<br />
- to be issued as payment of asset<br />
management fees payable in Units 12 11 12 11<br />
- to be issued as satisfaction of deferred<br />
consideration on investment properties<br />
acquired (Note 16) – 69,001 – 69,001<br />
1,896,622 1,731,900 1,896,622 1,731,900<br />
In calculating diluted earnings per Unit, the total return <strong>for</strong> the period after tax and weighted average number of Units<br />
in issue are adjusted to take into account the dilutive effect arising from the dilutive Bonds, with the potential Units<br />
weighted <strong>for</strong> the period outstanding.
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Notes to the Financial Statements<br />
25 Earnings per Unit (CONTINUED)<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
$’000 $’000 $’000 $’000<br />
Total return <strong>for</strong> the period after tax 385,715 (118,925) 363,653 (34,738)<br />
Profit impact of conversion of the<br />
dilutive potential Units 7,545 – * 7,545 – *<br />
Adjusted total return <strong>for</strong> the period after tax 393,260 (118,925) 371,198 (34,738)<br />
Number of Units<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
’000 ’000 ’000 ’000<br />
Weighted average number of Units used in<br />
calculation of basic earnings per Unit 1,896,622 1,731,900 1,896,622 1,731,900<br />
Weighted average number of Units to be issued<br />
assuming conversion of the Bonds 156,703 – * 156,703 – *<br />
Weighted average number of Units used in<br />
calculation of diluted earnings per Unit 2,053,325 1,731,900 2,053,325 1,731,900<br />
* As at 31 December 2009, the potential Units relating to the Bonds and the related profit impact were excluded from the diluted earnings<br />
per Unit as the Bonds were anti-dilutive and the Group and the Trust did not have any other dilutive potential Units.<br />
As at 31 December <strong>2010</strong>, the Group and the Trust had Bonds which were convertible into approximately 156,703,424<br />
(2009: 153,496,305) Units.<br />
26 Operating segments<br />
For the purpose of making resource allocation decisions and assessing segment per<strong>for</strong>mance, the Group’s chief operating<br />
decision maker reviews internal/management reports of its retail and office business segments. The nature of the leases<br />
(lease of retail, office or other space) is the factor used to determine the reportable segments. As the retail and office<br />
segments of each property are similar in economic characteristics, nature of services and type of customer, the retail and<br />
office segments of each property are aggregated accordingly to <strong>for</strong>m the retail and office reportable segments. This <strong>for</strong>ms<br />
the basis of identifying the operating segments of the Group under FRS 108 Operating Segments.<br />
Other operations segment, which relates to leasing of advertising space and car park, does not meet any of the quantitative<br />
thresholds <strong>for</strong> determining reportable segments <strong>for</strong> both <strong>2010</strong> and 2009.<br />
Segment revenue comprises mainly of income generated from its tenants. Segment net property income represents the<br />
income earned by each segment after allocating property operating expenses. This is the measure reported to the chief<br />
operating decision maker <strong>for</strong> the purpose of assessing segment per<strong>for</strong>mance.<br />
Unallocated items comprise mainly other income, trust-related income and expenses, changes in fair value of investment<br />
properties and income tax expense.<br />
In<strong>for</strong>mation regarding the Group’s reportable segments is presented in the tables below.<br />
Segment in<strong>for</strong>mation in respect of the Group’s geographical segments is not presented as the Group’s activities <strong>for</strong> the<br />
year ended 31 December <strong>2010</strong> and 31 December 2009 related wholly to properties located in Singapore.
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Notes to the Financial Statements<br />
26 Operating segments (CONTINUED)<br />
In<strong>for</strong>mation about reportable segments<br />
Office retail Others total<br />
$’000 $’000 $’000 $’000<br />
<strong>2010</strong><br />
Gross revenue 117,334 122,871 9,274 249,479<br />
Property expenses (22,982) (28,493) (4,914) (56,389)<br />
<strong>Report</strong>able segment net property income 94,352 94,378 4,360 193,090<br />
$’000 $’000 $’000 $’000<br />
2009<br />
Gross revenue 117,803 126,564 8,771 253,138<br />
Property expenses (24,991) (30,737) (5,175) (60,903)<br />
<strong>Report</strong>able segment net property income 92,812 95,827 3,596 192,235<br />
Reconciliation of reportable segment net property income<br />
Group<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Total return<br />
<strong>Report</strong>able segment net property income 188,730 188,639<br />
Other net property income 4,360 3,596<br />
193,090 192,235<br />
Unallocated amounts:<br />
- Other income 22,410 26,170<br />
- Net finance costs (55,902) (56,032)<br />
- Amortisation of intangible assets (20,895) (24,759)<br />
- Asset management fees (27,932) (27,328)<br />
- Other trust expenses (2,679) (2,319)<br />
- Net change in fair value of investment properties 248,715 (150,847)<br />
Share of profit/(loss) of jointly controlled entities 30,937 (73,322)<br />
Consolidated total return <strong>for</strong> the year be<strong>for</strong>e tax 387,744 (116,202)
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Notes to the Financial Statements<br />
27 Commitments<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
(a)<br />
(b)<br />
Capital commitments<br />
Capital expenditure contracted but not provided <strong>for</strong> 1,359 609<br />
Loan facilities to jointly controlled entities 562,652 22,054<br />
The Group and the Trust lease out their investment properties. Non-cancellable operating lease rentals receivable<br />
are as follows:<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Within 1 year 208,147 218,279<br />
After 1 year but within 5 years 236,209 223,461<br />
444,356 441,740<br />
28 Contingent liability<br />
Pursuant to the tax transparency ruling from IRAS, the Trustee and the Manager have provided a tax indemnity <strong>for</strong> certain<br />
types of tax losses, including unrecovered late payment penalties that may be suffered by IRAS should IRAS fail to recover<br />
from Unitholders tax due or payable on distributions made to them without deduction of tax, subject to the indemnity<br />
amount agreed with IRAS. The amount of indemnity, as agreed with IRAS, is limited to the higher of $500,000 (2009:<br />
$500,000) or 1.0% (2009: 1.0%) of the taxable income of the Trust <strong>for</strong> the year ended 31 December <strong>2010</strong>. Each yearly<br />
indemnity has a validity period of the earlier of seven years from the relevant year of assessment and three years from<br />
the termination of the Trust.<br />
29 Financial ratios<br />
GroUP<br />
trust<br />
<strong>2010</strong> 2009 <strong>2010</strong> 2009<br />
% % % %<br />
Expenses to weighted average net assets 1<br />
- including per<strong>for</strong>mance component of<br />
asset management fees 1.52 1.59 1.52 1.63<br />
- excluding per<strong>for</strong>mance component of<br />
asset management fees 1.20 1.27 1.20 1.30<br />
Portfolio turnover rate 2 – – – –<br />
1<br />
The annualised ratios are computed in accordance with the guidelines of the Investment Management Association of Singapore.<br />
The expenses used in the computation relate to expenses of the Group and the Trust, excluding property expenses, interest expense<br />
and income tax expense.<br />
2<br />
The annualised ratio is computed based on the lesser of purchases or sales of underlying investment properties of the Group and the<br />
Trust expressed as a percentage of daily average net asset value.
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Notes to the Financial Statements<br />
30 Significant related party transactions<br />
For the purposes of these financial statements, parties are considered to be related to the Group if the Group has the<br />
ability to directly or indirectly control the party or exercise significant influence over the party in making financial and<br />
operating decisions, or vice versa, or where the Group and the party are subject to a common significant influence.<br />
Related parties may be individuals or other entities.<br />
In the normal course of the operations of the Group, asset management fees and Trustee’s fees have been paid or are<br />
payable to the Manager and Trustee respectively.<br />
During the financial year, other than the transactions disclosed elsewhere in the financial statements, there were the<br />
following related party transactions:<br />
Group and Trust<br />
<strong>2010</strong> 2009<br />
$’000 $’000<br />
Acquisition fees paid to the Manager 14,958 470<br />
Financial advisory fee paid to a related corporation of the Manager 1,071 –<br />
Leasing commission paid/payable to a related corporation of the Manager 3,298 –<br />
Rental income received/receivable from related corporations of the Manager 1,584 1,190<br />
Rental income received/receivable from a sponsor and a property manager – 619<br />
Property management fees and reimburseables paid/payable to a sponsor and a property manager – 6,529<br />
Property management fees payable to a related corporation of the Manager 6,500 404
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Notes to the Financial Statements<br />
31 Financial risk management<br />
The Group has exposure to credit risk, liquidity risk and market risk.<br />
This note presents in<strong>for</strong>mation about the Group’s exposure to each of the above risks, the Group’s objectives, policies and<br />
processes <strong>for</strong> measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are<br />
included throughout these financial statements.<br />
Risk management framework<br />
Risk management is integral to the whole business of the Group. The Group has a system of controls in place to create an<br />
acceptable balance between the cost of risks occurring and the cost of managing the risk. The Manager monitors the Group’s<br />
risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management<br />
policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.<br />
The Board of the Manager oversees how management monitors compliance with the Group’s risk management policies<br />
and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.<br />
The Board is assisted in its oversight role by the Audit Committee. The Audit Committee undertakes both regular and ad<br />
hoc reviews of risk management controls and procedures, the results of which are reported to the Board.<br />
Credit risk<br />
Credit risk is the potential financial loss resulting from the failure of a tenant or a counterparty to settle its financial and<br />
contractual obligations to the Group as and when they fall due.<br />
The Manager has established credit limits <strong>for</strong> tenants and monitors their balances on an on-going basis. Credit evaluations<br />
are per<strong>for</strong>med by the Manager be<strong>for</strong>e lease agreements are entered into with tenants. The Group establishes an allowance<br />
<strong>for</strong> impairment, based on a specific loss component that relates to individually significant exposures, that represents its<br />
estimate of incurred losses in respect of trade and other receivables.<br />
Cash and fixed deposits are placed with financial institutions which are regulated. Transactions involving derivative<br />
financial instruments are allowed only with counterparties that are credit worthy.<br />
Liquidity risk<br />
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial<br />
liabilities that are settled by delivering cash or another financial asset. The Manager monitors and maintains a level of cash<br />
and cash equivalents deemed adequate to finance the Group’s operations and to mitigate the effects of fluctuations<br />
in cash flows. In addition, the Manager also monitors and observes the CIS Code issued by the MAS concerning limits on<br />
total borrowings.<br />
Market risk<br />
Market risk is the risk that changes in market prices, such as interest rates, which will affect the Group’s total return or the<br />
value of its holdings of financial instruments. The objective of market risk management is to manage and control market<br />
risk exposures within acceptable parameters, while optimising the return on risk.
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Notes to the Financial Statements<br />
31 Financial risk management (CONTINUED)<br />
Interest rate risk<br />
The Group’s exposure to changes in interest rates relates primarily to interest-bearing financial liabilities. Interest rate risk<br />
is managed by the Manager on an on-going basis with the primary objective of limiting the extent to which net interest<br />
expense could be affected by adverse movements in interest rates.<br />
As at 31 December <strong>2010</strong>, the Group has entered into interest rate swaps with a total notional amount of $675 million<br />
(2009: $225 million) whereby the Group has agreed with counterparties to exchange, at specified intervals, the difference<br />
between floating rate and fixed rate interest amounts calculated by reference to the agreed notional principal amounts<br />
of the secured and unsecured term loans.<br />
In the previous year, one of the interest rate swaps with a notional amount of $500 million had been accounted <strong>for</strong> as a<br />
cash flow hedge, as described in Note 3.5. The interest rate swap expired during that year. The rest of the interest rate<br />
swaps do not qualify <strong>for</strong> hedge accounting under FRS 39 Financial Instruments: Recognition and Measurement, and are<br />
classified as economic hedges. The swaps are being used to hedge the exposure to varying cash flows due to changes in<br />
interest rates. The loans and interest rate swaps have varying terms and conditions.<br />
The fair value of the above swaps at 31 December <strong>2010</strong> is a net asset of $665,000 (2009: net liability of $369,000),<br />
comprising assets of $1,178,000 (2009: $1,762,000) and liabilities of $513,000 (2009: $2,131,000) (Note 9).<br />
Capital management<br />
The Board of the Manager reviews the Group’s capital management policy regularly so as to optimise Unitholders’ return<br />
through a mix of available capital sources. The Group monitors its gearing ratio and maintains it within the approved<br />
limits. The Group assesses its capital management approach as a key part of the Group’s overall strategy, and this is<br />
continuously reviewed by the Manager. The Group's gearing stood at 38.4% (2009: 33.3%) as at 31 December <strong>2010</strong>.<br />
The Group is subject to the aggregate leverage limit as defined in the Property Funds Appendix. The Property Funds<br />
Appendix stipulates that the total borrowings and deferred payments (together the “Aggregate Leverage”) of a<br />
property fund should not exceed 35.0% of the fund’s deposited property. The aggregate leverage of a property fund<br />
may exceed 35.0% of the fund’s deposited property (up to a maximum of 60.0%) only if a credit rating of the property<br />
fund from Fitch Inc., Moody’s or Standard and Poor’s is obtained and disclosed to the public. The property fund<br />
should continue to maintain and disclose a credit rating so long as its aggregate leverage exceeds 35.0% of the fund’s<br />
deposited property.<br />
The Group's corporate family rating and unsecured debt rating is ‘Baa2’ (2009: 'Baa1') and 'Baa3' (2009: 'Baa2')<br />
respectively and has complied with the Aggregate Leverage limit of 60.0% during the financial year. There were no<br />
changes in the Group’s approach to capital management during the financial year.
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111<br />
Statistics of Unitholdings<br />
Issued and Fully Paid-Up Units<br />
As at 24 February 2011<br />
There are 2,209,370,378 Units (voting rights: one vote per Unit) outstanding as at 24 February 2011. There is only one class of<br />
units in <strong>Suntec</strong> <strong>REIT</strong>.<br />
There were no treasury units held.<br />
Distribution of Unitholdings<br />
As at 24 February 2011<br />
No. of<br />
Size of Unitholdings Unitholders % No. of Units %<br />
1 - 999 30 0.16 8,409 0.00<br />
1,000 - 10,000 15,119 79.46 57,730,550 2.61<br />
10,001 - 1,000,000 3,837 20.17 190,066,326 8.60<br />
1,000,001 and above 40 0.21 1,961,565,093 88.79<br />
TOTAL : 19,026 100.00 2,209,370,378 100.00<br />
Twenty Largest Unitholders<br />
As at 24 February 2011<br />
No. Name No. of Units %<br />
1. Citibank Nominees Singapore Pte Ltd 636,677,907 28.82<br />
2. HSBC (Singapore) Nominees Pte Ltd 306,010,851 13.85<br />
3. DBS Nominees Pte Ltd 193,825,094 8.77<br />
4. United Overseas Bank Nominees Pte Ltd 153,180,627 6.93<br />
5. <strong>Suntec</strong> City Development Pte Ltd 139,420,484 6.31<br />
6. DBSN Services Pte Ltd 89,086,247 4.03<br />
7. DBS Vickers Securities (S) Pte Ltd 74,535,208 3.37<br />
8. Raffles Nominees Pte Ltd 52,989,995 2.40<br />
9. Chinowa Group Limited 51,657,365 2.34<br />
10. DB Nominees (S) Pte Ltd 40,392,505 1.83<br />
11. ARA Investors II Limited 34,092,985 1.54<br />
12. BNP Paribas Securities Services Singapore Pte Ltd 31,139,721 1.41<br />
13. Winsor Properties (Overseas) Limited 26,428,295 1.20<br />
14. Bank of Singapore Nominees Pte Ltd 15,886,782 0.72<br />
15. Lee Shau Kee 11,352,304 0.51<br />
16. PCK Corporation 10,811,338 0.49<br />
17. ARA Trust Management (<strong>Suntec</strong>) Limited 10,266,858 0.46<br />
18. Frank Wen-King Tsao 10,138,300 0.46<br />
19. Chow Chung Kai 9,366,595 0.42<br />
20. BNP Paribas Nominees Singapore Pte Ltd 9,192,200 0.42<br />
TOTAL: 1,906,451,661 86.28
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Statistics of Unitholdings<br />
Substantial Unitholders<br />
As at 24 February 2011<br />
Number of Units<br />
Direct Interest<br />
Deemed Interest<br />
1 <strong>Suntec</strong> City Development Pte Ltd 1 139,420,484 –<br />
2 Morgan Stanley 2 2,231,620 116,898,797<br />
3 Morgan Stanley International Holdings Inc. 2 1,244,000 116,091,797<br />
4 Morgan Stanley Investment Management Company 2 – 115,862,797<br />
Notes:<br />
1<br />
Units included 1,419,038 units held in trust <strong>for</strong> estate of deceased shareholder.<br />
2<br />
Based on in<strong>for</strong>mation provided by Morgan Stanley.<br />
Manager’s Directors’ Unitholdings<br />
As at 21 January 2011<br />
As shown in the Register of Directors’ Unitholdings<br />
Number of Units<br />
Direct Interest<br />
DEEMED Interest<br />
1 Lim Hwee Chiang, John – 44,359,908 1<br />
2 Tan Kian Chew 250,000 –<br />
3 Chen Wei Ching, Vincent 200,000 –<br />
4 Chow Wai Wai 2,221,729 –<br />
5 Yeo See Kiat 325,000 100,000 2<br />
Notes:<br />
1<br />
By virtue of Mr. Lim Hwee Chiang, John’s 0.24% direct interest in ARA Asset Management Limited (“ARA”) and 36.59% deemed interest in ARA<br />
through his 100% ownership in JL Investment Group Limited and JL Philanthropy Ltd. The beneficiary of JL Philanthropy Ltd is JL Charitable<br />
Settlement and Mr. Lim Hwee Chiang, John is the settlor of JL Charitable Settlement. Mr. Lim Hwee Chiang, John is deemed to be interested<br />
in 44,359,908 units held by the Manager and its fellow subsidiary, ARA Investors II Limited (“ARA Investors II”). Both the Manager and ARA<br />
Investors II are the wholly-owned subsidiaries of ARA.<br />
2<br />
Deemed interested in 100,000 units held by spouse.<br />
Free Float<br />
Based on the in<strong>for</strong>mation made available to the Manager as at 24 February 2011, approximately 86.1% of the Units are held in<br />
the public hands. Under Rule 723 of the Listing Manual of the SGX-ST, a listed issuer must ensure that at least 10% of its listed<br />
securities are at all times held by public.
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113<br />
Additional In<strong>for</strong>mation<br />
RELATED Party Transactions<br />
The transactions entered with related parties during the financial period and which fall within the Listing Manual of the<br />
SGX-ST and the Property Funds Appendix are:<br />
Aggregate value of all RELATED party transactions<br />
DUring the financial year under review<br />
(excluding transactions less than $100,000)<br />
$’000<br />
ARA Trust Management (<strong>Suntec</strong>) Limited and its associates<br />
Asset management fees 27,932<br />
Rental income 1,548<br />
Property management fees 6,500<br />
Acquisition fees 14,958<br />
Financial advisory fees 1,071<br />
Leasing commission 3,298<br />
HSBC Institutional Trust Services (Singapore) Limited<br />
Trustee fees 868<br />
Cavell Limited<br />
Income support 20,361<br />
Choicewide Group Limited<br />
Acquisition of one-third interest in BFC Development Pte. Ltd. 1,495,800<br />
Income support 2,049<br />
Subscription of <strong>Suntec</strong> <strong>REIT</strong> Units<br />
As at 31 December <strong>2010</strong>, an aggregate of 2,205,128,443 Units were in issue. On 24 January 2011, <strong>Suntec</strong> <strong>REIT</strong> issued 4,241,935<br />
Units to the Manager as asset management fees <strong>for</strong> the period from 1 October <strong>2010</strong> to 31 December <strong>2010</strong>.
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<strong>Suntec</strong> reit annual report <strong>2010</strong><br />
Notice of <strong>Annual</strong> General Meeting<br />
NOTICE IS HEREBY GIVEN that the second <strong>Annual</strong> General Meeting of <strong>Suntec</strong> Real Estate Investment Trust (“<strong>Suntec</strong> <strong>REIT</strong>”)<br />
will be held at Level 3, Rooms 303 to 305, <strong>Suntec</strong> Singapore International Convention & Exhibition Centre, 1 Raffles Boulevard,<br />
<strong>Suntec</strong> City, Singapore 039593 on Friday, 15 April 2011 at 11.00 am to transact the following business:<br />
AS ORDINARY BUSINESS<br />
1. To receive and adopt the <strong>Report</strong> of HSBC Institutional Trust Services (Singapore) Limited, as trustee of <strong>Suntec</strong> <strong>REIT</strong><br />
(the “Trustee”), the Statement by ARA Trust Management (<strong>Suntec</strong>) Limited, as manager of <strong>Suntec</strong> <strong>REIT</strong> (the “Manager”)<br />
and the Audited Financial Statements of <strong>Suntec</strong> <strong>REIT</strong> <strong>for</strong> the financial year ended 31 December <strong>2010</strong> and the Auditors'<br />
<strong>Report</strong> thereon.<br />
(Resolution 1)<br />
2. To re-appoint KPMG LLP as the Auditors of <strong>Suntec</strong> <strong>REIT</strong> to hold office until the conclusion of the next <strong>Annual</strong> General<br />
Meeting of <strong>Suntec</strong> <strong>REIT</strong>, and to authorise the Manager to fix their remuneration.<br />
(Resolution 2)<br />
AS SPECIAL BUSINESS<br />
To consider and if thought fit, pass the following ordinary resolution, with or without any modifications:<br />
3. that authority be and is hereby given to the Manager to<br />
(a) (i) issue new units in <strong>Suntec</strong> <strong>REIT</strong> (“Units”) whether by way of rights, bonus or otherwise; and/or<br />
(ii)<br />
make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Units<br />
to be issued, including but not limited to the creation and issue of (as well as adjustments to) warrants,<br />
debentures or other instruments convertible into Units,<br />
at any time and upon such terms and conditions and to such persons as the Manager may, in its absolute discretion<br />
deem fit; and<br />
(b)<br />
issue Units in pursuance of any Instrument made or granted by the Manager while this Resolution was in <strong>for</strong>ce<br />
(notwithstanding that the authority conferred by this Resolution may have ceased to be in <strong>for</strong>ce at the time such<br />
Units are issued),
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Notice of <strong>Annual</strong> General Meeting<br />
provided that:<br />
(A)<br />
the aggregate number of Units to be issued pursuant to this Resolution (including Units to be issued in pursuance of<br />
Instruments made or granted pursuant to this Resolution shall not exceed fifty percent (50%) of the total number<br />
of issued Units (excluding treasury Units, if any) (as calculated in accordance with sub-paragraph (B) below) at the time of<br />
the passing of this Resolution, of which the aggregate number of Units and convertible securities to be issued other than<br />
on a pro rata basis to all Unitholders shall not exceed twenty percent (20%) of the total number of issued Units (excluding<br />
treasury Units, if any) (as calculated in accordance with sub-paragraph (B) below);<br />
(B)<br />
subject to such manner of calculation as may be prescribed by the SGX-ST <strong>for</strong> the purpose of determining the aggregate<br />
number of Units that may be issued under sub-paragraph (A) above, the total number of issued Units (excluding treasury<br />
Units, if any) shall be based on the total number of issued Units (excluding treasury Units, if any) as at the time this<br />
Resolution is passed, after adjusting <strong>for</strong>:<br />
(i)<br />
(ii)<br />
any new Units arising from the conversion or exercise of any Instruments which are outstanding as at the time this<br />
Resolution is passed; and<br />
any subsequent bonus issue, consolidation or subdivision of Units;<br />
(C)<br />
in exercising the authority conferred by this Resolution, the Manager shall comply with the provisions of the Listing<br />
Manual of the SGX-ST <strong>for</strong> the time being in <strong>for</strong>ce (unless such compliance has been waived by the SGX-ST) and the trust<br />
deed constituting <strong>Suntec</strong> <strong>REIT</strong> (as amended from time to time) (the "Trust Deed") (unless otherwise exempted or waived<br />
by the Monetary Authority of Singapore);<br />
(D)<br />
unless revoked or varied by the Unitholders in a general meeting, the authority conferred by this Resolution shall continue<br />
in <strong>for</strong>ce until (i) the conclusion of the next <strong>Annual</strong> General Meeting of <strong>Suntec</strong> <strong>REIT</strong> or (ii) the date by which the next <strong>Annual</strong><br />
General Meeting of <strong>Suntec</strong> <strong>REIT</strong> is required by applicable regulations to be held, whichever is earlier;<br />
(E)<br />
where the terms of the issue of the Instruments provide <strong>for</strong> adjustment to the number of Instruments or Units into which<br />
the Instruments may be converted in the event of rights, bonus or other capitalisation issues or any other events, the<br />
Manager may issue additional Instruments or Units pursuant to such adjustment notwithstanding that the authority<br />
conferred by this Resolution may have ceased to be in <strong>for</strong>ce at the time the Instruments or Units are issued; and<br />
(F)<br />
the Manager and the Trustee be and are hereby severally authorised to complete and do all such acts and things (including<br />
executing all such documents as may be required) as the Manager or, as the case may be, the Trustee may consider<br />
expedient or necessary or in the interest of <strong>Suntec</strong> <strong>REIT</strong> to give effect to the authority conferred by this Resolution.<br />
[See Explanatory Notes]<br />
(Resolution 3)
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Notice of <strong>Annual</strong> General Meeting<br />
4. OTHER BUSINESS<br />
to transact any other business which may properly be brought <strong>for</strong>ward.<br />
By Order of the Board of ARA Trust Management (<strong>Suntec</strong>) Limited<br />
As Manager of <strong>Suntec</strong> <strong>REIT</strong><br />
Yvonne Choo<br />
Busarakham Kohsikaporn<br />
Company Secretaries<br />
Singapore<br />
23 March 2011<br />
Explanatory Notes to Resolutions to be passed:<br />
The Ordinary Resolution 3 above, if passed, will empower the Manager from the date of this <strong>Annual</strong> General Meeting until<br />
(i) the conclusion of the next <strong>Annual</strong> General Meeting of <strong>Suntec</strong> <strong>REIT</strong> or (ii) the date by which the next <strong>Annual</strong> General Meeting<br />
of <strong>Suntec</strong> <strong>REIT</strong> is required by the applicable regulations to be held, whichever is earlier, to issue Units and to make or grant<br />
instruments (such as securities, warrants or debentures) convertible into Units and issue Units pursuant to such instruments, up<br />
to a number not exceeding fifty percent (50%) of the total number of issued Units (excluding treasury Units, if any) of which up<br />
to twenty percent (20%) may be issued other than on a pro rata basis.<br />
For determining the aggregate number of Units that may be issued, the percentage of issued Units will be calculated based on<br />
the issued Units at the time Ordinary Resolution 3 above is passed, after adjusting <strong>for</strong> new Units arising from the conversion<br />
or exercise of any Instruments which are outstanding at the time this Resolution is passed and any subsequent bonus issue,<br />
consolidation or subdivision of Units.<br />
Fund raising by issuance of new Units may be required in instances of property acquisitions or debt repayments. In any event,<br />
if the approval of Unitholders is required under the Listing Manual of the SGX-ST and the Trust Deed or any applicable laws and<br />
regulations in such instances, the Manager will then obtain the approval of Unitholders accordingly.
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117<br />
Corporate Directory<br />
TRUSTEE<br />
HSBC Institutional Trust Services (Singapore) Limited<br />
21 Collyer Quay #14-01<br />
HSBC Building<br />
Singapore 049320<br />
Telephone: +65 6658 0392<br />
Facsimile: +65 6534 5526<br />
MANAGER<br />
ARA Trust Management (<strong>Suntec</strong>) Limited<br />
6 Temasek Boulevard #16-02<br />
<strong>Suntec</strong> Tower Four<br />
Singapore 038986<br />
Telephone: +65 6835 9232<br />
Facsimile: +65 6835 9672<br />
DIRECTORS OF THE MANAGER<br />
Chiu Kwok Hung, Justin<br />
Chairman and Director<br />
Lim Hwee Chiang, John<br />
Director<br />
Ip Tak Chuen, Edmond<br />
Director<br />
Tan Kian Chew<br />
Independent Director<br />
Sng Sow-Mei (alias Poon Sow Mei)<br />
Independent Director<br />
Lim Lee Meng<br />
Independent Director<br />
Chen Wei Ching, Vincent<br />
Independent Director<br />
(Appointed on 1 October <strong>2010</strong>)<br />
Chow Wai Wai, John<br />
Non-executive Director<br />
Yeo See Kiat<br />
Chief Executive Officer and Director<br />
Ma Lai Chee, Gerald<br />
Alternate Director to Ip Tak Chuen, Edmond<br />
AUDIT COMMITTEE<br />
Tan Kian Chew<br />
Chairman<br />
Sng Sow-Mei (alias Poon Sow Mei)<br />
Member<br />
Lim Lee Meng<br />
Member<br />
Chen Wei Ching, Vincent<br />
Member<br />
DESIGNATED COMMITTEE<br />
Chow Wai Wai, John<br />
Chairman<br />
Tan Kian Chew<br />
Member<br />
Chen Wei Ching, Vincent<br />
Member<br />
Seow Bee Lian, Cheryl<br />
Member<br />
COMPANY SECRETARIES OF<br />
THE MANAGER<br />
Yvonne Choo<br />
Busarakham Kohsikaporn<br />
(Sharon Lim Siew Choo resigned on 1 December <strong>2010</strong>)<br />
LEGAL ADVISER<br />
Allen & Gledhill LLP<br />
One Marina Boulevard #28-00<br />
Singapore 018989<br />
Telephone: +65 6890 7188<br />
Facsimile: +65 6327 3800<br />
UNIT REGISTRAR<br />
Boardroom Corporate & Advisory Services Pte. Ltd.<br />
50 Raffles Place #32-01<br />
Singapore Land Tower<br />
Singapore 048623<br />
Telephone: +65 6536 5355<br />
Facsimile: +65 6536 1360<br />
AUDITOR OF THE TRUST<br />
KPMG LLP<br />
16 Raffles Quay #22-00<br />
Hong Leong Building<br />
Singapore 048581<br />
Telephone: +65 6213 3388<br />
Facsimile: +65 6225 2230<br />
(Partner-in-charge: Lo Mun Wai)<br />
(Appointed since Financial Year 2006)<br />
STOCK EXCHANGE QUOTATION<br />
BBG: SUN SP Equity<br />
RIC: SUNT.SI<br />
WEBSITES<br />
www.suntecreit.com<br />
www.ara-asia.com
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SUNTEC REAL ESTATE INVESTMENT TRUST<br />
(Constituted in the Republic of Singapore pursuant to<br />
a trust deed dated 1 November 2004 (as amended))<br />
Managed by ARA Trust Management (<strong>Suntec</strong>) Limited<br />
(As Manager of <strong>Suntec</strong> Real Estate Investment Trust)<br />
(Company Registration No. 200410976R)<br />
PROXY FORM<br />
ANNUAL GENERAL MEETING<br />
IMPORTANT:<br />
1. For investors who have used their CPF monies to buy units<br />
in <strong>Suntec</strong> Real Estate Investment Trust, this <strong>Annual</strong> <strong>Report</strong><br />
is <strong>for</strong>warded to them at the request of their CPF Approved<br />
Nominees and is sent solely FOR INFORMATION ONLY.<br />
2. This Proxy Form is not valid <strong>for</strong> use by CPF investors and<br />
shall be ineffective <strong>for</strong> all intents and purposes if used or<br />
purported to be used by them.<br />
3. CPF investors who wish to vote should contact their CPF<br />
Approved Nominees.<br />
4. pLEASE READ NOTES TO THE PROXY FORM.<br />
I/We, (Name) (NRIC/Passport No.)<br />
of<br />
(Address)<br />
being a unitholder/unitholders of <strong>Suntec</strong> Real Estate Investment Trust (“<strong>Suntec</strong> <strong>REIT</strong>”), hereby appoint:<br />
Name N R nrIC/Passport No. proportion of Unitholdings (Note 2)<br />
no. of Units %<br />
Address<br />
and/or (delete as appropriate)<br />
Name N R nrIC/Passport No. proportion of Unitholdings (Note 2)<br />
no. of Units %<br />
Address<br />
or both of whom failing, the Chairman of the <strong>Annual</strong> General Meeting (the “Meeting”) as my/our proxy/proxies to attend and vote <strong>for</strong><br />
me/us on my/our behalf at the Meeting of <strong>Suntec</strong> <strong>REIT</strong> to be held at Level 3, Rooms 303 to 305, <strong>Suntec</strong> Singapore International Convention<br />
& Exhibition Centre, 1 Raffles Boulevard, <strong>Suntec</strong> City, Singapore 039593 on Friday, 15 April 2011 at 11.00 am and at any adjournment<br />
thereof. I/We direct my/our proxy/proxies to vote <strong>for</strong> or against the resolutions to be proposed at the Meeting as indicated hereunder. If<br />
no specific direction as to voting is given, the proxy/proxies may vote or abstain from voting at his/their discretion, as he/they may on any<br />
other matter arising at the Meeting, authority herein includes the right to demand or to join in demanding a poll and to vote on a poll.<br />
(Please indicate your vote “For” or “Against” with a tick [] within the box provided.)<br />
No. Resolutions relating to: To be used on a show of hands To be used in the event of a poll<br />
AS ORDINARY BUSINESS<br />
1 <strong>Report</strong> of the Trustee, the Statement by the Manager<br />
and the Audited Financial Statements of <strong>Suntec</strong> <strong>REIT</strong><br />
<strong>for</strong> the year ended 31 December <strong>2010</strong><br />
2 Re-appointment of KPMG LLP as Auditors<br />
AS SPECIAL BUSINESS<br />
3 Authority given to the Manager <strong>for</strong> the issue of<br />
new units and/or convertible securities<br />
OTHER BUSINESS<br />
4 To transact any other business which may<br />
properly be brought <strong>for</strong>ward<br />
For* Against* No. of Votes No. of Votes<br />
For** Against**<br />
* If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided.<br />
** If you wish to exercise all your votes “For” or “Against”, please tick () within the box provided. Alternatively, please indicate the number<br />
of votes as appropriate.<br />
Dated this day of 2011<br />
Total number of Units held (Note 3)<br />
Signature of Unitholder(s)/and, Common Seal of Corporate Unitholder
3 rd fold this flap <strong>for</strong> sealing<br />
Affix<br />
Postage<br />
Stamp<br />
ARA Trust Management (<strong>Suntec</strong>) Limited<br />
(as manager of <strong>Suntec</strong> Real Estate Investment Trust)<br />
c/o<br />
Unit Registrar<br />
Boardroom Corporate & Advisory Services Pte. Ltd.,<br />
50 Raffles Place #32-01, Singapore Land Tower<br />
Singapore 048623<br />
2 nd fold here<br />
IMPORTANT: PLEASE READ THE NOTES TO PROXY FORM BELOW<br />
Notes To Proxy Form<br />
1. a unitholder of <strong>Suntec</strong> <strong>REIT</strong> (“Unitholder”) entitled to attend and vote at the Meeting is entitled to appoint one or two proxies to attend and vote in his stead.<br />
A proxy need not be a Unitholder.<br />
2. Where a Unitholder appoints more than one proxy, the appointments shall be invalid unless he specifies the proportion of his holding (expressed as a<br />
percentage of the whole) to be represented by each proxy.<br />
3. a Unitholder should insert the total number of Units held. If the Unitholder has Units entered against his name in the Depository Register maintained by<br />
the Central Depository (Pte) Limited (“CDP”), he should insert that number of Units. If the Unitholder has Units registered in his name in the Register of<br />
Unitholders of <strong>Suntec</strong> <strong>REIT</strong>, he should insert that number of Units. If the Unitholder has Units entered against his name in the said Depository Register and<br />
registered in his name in the Register of Unitholders, he should insert the aggregate number of Units. If no number is inserted, this <strong>for</strong>m of proxy will be<br />
deemed to relate to all the Units held by the Unitholder.<br />
4. the instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument<br />
appointing a proxy or proxies is executed by a corporation, it must be executed either under its common seal or under the hand of its attorney or a duly<br />
authorised officer.<br />
5. Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a duly certified copy thereof must<br />
(failing previous registration with the Manager) be lodged with the instrument of proxy; failing which the instrument may be treated as invalid.<br />
6. the Manager and/or the Unit Registrar shall be entitled to reject a Proxy Form which is incomplete, improperly completed or illegible or where the true<br />
intentions of the appointor are not ascertainable from the instructions of the appointor specified on the Proxy Form. In addition, in the case of Units entered<br />
in the Depository Register, the Manager and/or the Unit Registrar may reject a Proxy Form if the Unitholder, being the appointor, is not shown to have Units<br />
entered against his name in the Depository Register as at 48 hours be<strong>for</strong>e the time appointed <strong>for</strong> holding the Meeting, as certified by CDP to the Manager.<br />
1 st fold here<br />
7. Completion and return of this instrument appointing a proxy or proxies shall not preclude a member from attending and voting at the meeting.<br />
Any appointment of a proxy or proxies shall be deemed to be revoked if a member attends the meeting in person, and in such event, the Manager<br />
reserves the right to refuse to admit any person or persons appointed under this instrument of proxy, to the meeting.<br />
8. the instrument appointing a proxy or proxies must be deposited at the Unit Registrar’s office at Boardroom Corporate & Advisory Services Pte. Ltd.,<br />
50 Raffles Place #32-01, Singapore Land Tower, Singapore 048623, not less than 48 hours be<strong>for</strong>e the time set <strong>for</strong> the Meeting.<br />
9. at any meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (be<strong>for</strong>e or on the declaration of<br />
the result of the show of hands) demanded by the Chairman or by five or more Unitholders present in person or by proxy, or holding or representing<br />
one-tenth in value of the Units represented at the meeting. Unless a poll is so demanded, a declaration by the Chairman that such a resolution has been<br />
carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact without proof of the number or proportion<br />
of the votes recorded in favour of or against such resolution.<br />
10. on a show of hands, every Unitholder who (being an individual) is present in person or by proxy or (being a corporation) is present by one of its officers<br />
as its proxy shall have one vote. On a poll, every Unitholder who is present in person or by proxy shall have one vote <strong>for</strong> every Unit of which he is the<br />
Unitholder. A person entitled to more than one vote need not use all his votes or cast them the same way.<br />
11. All Unitholders will be bound by the outcome of the Meeting regardless of whether they have attended or voted at the Meeting.
ARA Trust Management (<strong>Suntec</strong>) Limited<br />
6 Temasek Boulevard, #16-02 <strong>Suntec</strong> Tower Four, Singapore 038986<br />
Tel: (65) 6835 9232 Fax: (65) 6835 9672<br />
www.suntecreit.com