Financial Report 2006
Financial Report 2006
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 57
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Driving value, with its rich heritage, vision, and entrepreneurial spirit, Fraser and Neave, Limited (“F&N” or the “Company”)
is firmly committed to good corporate governance, and adherence to the principles and guidelines set out in the Code of
Corporate Governance 2005 (“Code 2005”). In areas where F&N deviates from Code 2005, the rationale is provided.
* Mr Patrick Goh retired on 28 July 2006 and is a consultant with the Company on a 3-year contract.
• Dr Fam retired as Chief Executive Officer, after 27 years of sterling service with the F&N Group,
out of which 23 years were as Executive Chairman. Dr Fam has accepted the Board’s invitation
to continue as non-executive Chairman until a new Group Chairman is appointed, and to serve
as consultant for a period of 2 years. This will ensure an orderly “changing of the guard” at
Board and Management levels, and assist in succession planning;
• Dr Han was appointed Group Chief Executive Officer on 1 February 2006; and
• Mr Timothy Chia and Mr Koh Beng Seng were appointed to the Board as independent non-
executive directors, increasing the Board strength from 8 to 10 members.
As the F&N Group enters a new phase with its expanded Board, and under the continued guidance of
the Chairman, and the able leadership of Dr Han as the Group Chief Executive Officer, it is well poised
to build on the solid foundations laid. The Board works hand-in-hand with Management to ensure the
success of the Company.
58 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Code 2005 The Board Executive Committee (“Board EXCO”), as a specialised Committee of the Board, is
Guideline 1.3: empowered, except for certain reserved matters, to exercise the full powers and authority of the
Delegation of
authority on certain Board, when the Board does not meet. Board EXCO, with the Board’s endorsement, formulates for
Board matters the F&N Group, strategic development initiatives, provides direction for new investments and material
financial and non-financial matters to secure the achievement of its desired performance objectives and
enhancement of long-term shareholder value. It also oversees the F&N Group’s conduct and corporate
governance structure. Board EXCO comprises the following members:
Code 2005 Regular meetings of the Board and of specialised committees established by the Board, are convened,
Guideline 1.4: and the number of meetings and attendance by Board members are set out in the table on page 67.
Meetings of the
Board and of F&N’s Articles of Association provide for telephone, video conference or any other form of electronic or
Specialised instantaneous communication meetings.
Committees
Code 2005 The levels of authorisation required for specified transactions, including those that require Board
Guideline 1.5: approval, are contained in a Chart of Authority.
Chart of Authority
The F&N Group has in place a programme for orientation of new Directors, and to update all Directors
on the F&N Group’s facilities and operations, and major new projects. Occasional visits are arranged for
non-executive Directors to acquaint them with important operations overseas.
Courses have been tailored for senior management and newly appointed Directors on directors’
duties and compliance with the relevant bodies of law in the performance of their duties. Sessions for
Directors and senior management, on new statutory developments, including the Competition Act,
and the Workplace Safety & Health Act, were conducted as part of the compliance programme for the
F&N Group. With a few exceptions, all Directors are members of the Singapore Institute of Directors
(“SID”), and eligible to receive updates and training from SID. The Company has amended its Articles
of Association in line with the amendments made to the Companies (Amendment) Act 2005.
A formal letter is provided to each Director, upon his appointment, setting out the Director’s duties
and obligations. Directors and senior management are encouraged to attend SID courses and receive
journal updates to keep abreast and updated of changes to the financial, legal, management and
industry landscape.
Code 2005 With more than one-third, indeed, a majority, of the Board comprising independent non-executive
Principle 2:
Board Composition Directors, the Board is able to exercise objective judgment on corporate affairs independently, and no
and Guidance individual or small group of individuals dominate the Board’s decision making.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 59
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Code 2005 The Board, on the recommendation of the Nominating Committee, has confirmed the non-
Guideline 2.2: independent status of Dr Lee Tih Shih in view of his position as a non-executive director on the Board of
Nature of a Director’s
Relationship Oversea-Chinese Banking Corporation Limited (“OCBC”), and his relationship with one non-executive
director on the Board of OCBC who is also a member of the OCBC Executive Committee. OCBC is a
substantial shareholder of F&N, with which the F&N Group has a business relationship, under normal
commercial terms.
The Board, with its expanded size, and the stature, core competencies and experience of its Directors
in various fields, is well positioned, effective and equipped to continue to chart the direction forward
for the F&N Group, expanding its core businesses into new markets and boundaries. Non-executive
Directors actively participate in setting the strategy and goals for the Company and the F&N Group. The
Board meets regularly with Management, and reviews and monitors the performance of Management
in meeting agreed goals and objectives set.
Code 2005 There is clear division of responsibilities between the Chairman and the Group Chief Executive Officer,
Principle 3:
Chairman and Chief
which ensures an appropriate balance of power, increased accountability and greater capacity of the
Executive Officer Board for independent decision making.
The division of responsibilities between the Chairman and the Group Chief Executive Officer has been
clearly established, and agreed by the Board. The Chairman continues to lead the Board to ensure
its effectiveness on all aspects of its role, ensures that Directors receive accurate, timely and clear
information, ensures effective communication with shareholders, encourages constructive relations
between the Board and Management, as well as among Board members, and promotes high standards
of corporate governance.
Code 2005 The Chairman and the Group Chief Executive Officer are not related to each other.
Guideline 3.1:
Relationship between
the Chairman and
Group Chief
Executive Officer
60 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Code 2005 The Nominating Committee makes recommendations to the Board on all board appointments. Two out
Principle 4:
Board Membership of the four members of the Nominating Committee, including the Chairman, are independent:
Although not in strict compliance with Guideline 4.1 of the Code 2005 which provides that the
majority of the members should be independent, members of the Committee comprise persons of
stature, integrity and accountability, who would be able to exercise independent judgement in the
performance of their duties.
Code 2005 The Nominating Committee Chairman, Mr Ho Tian Yee, is an independent non-executive director
Guideline 4.1: of both Oversea Assurance Company Ltd, as well as the holding company, Great Eastern Holdings
Nominating
Committee Limited, which in turn is a subsidiary of OCBC. OCBC is a substantial shareholder of F&N, with which
Member’s association the F&N Group has a business relationship, under normal commercial terms. Mr Ho is not *directly
with Substantial
Shareholder (with associated with OCBC.
interest of 5% or
more in the voting Note: * A director will be considered “directly associated” to a substantial shareholder when the director is accustomed or
shares of F&N) under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of
the substantial shareholder.
The Nominating Committee is also responsible for re-nomination and re-election of directors who
retire at least once every three years. In recommending to the Board any re-nomination and re-election
of existing Directors, the Nominating Committee takes into account the Directors’ contribution and
performance at Board meetings. All Directors submit themselves for re-nomination and re-election
every three years.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 61
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
The Nominating Committee, having considered the guidelines set out in the Code, has confirmed the
status of the following non-executive Directors:
Notwithstanding that some of the Directors have multiple board representations, the Nominating
Committee is satisfied that each Director is able to and has been adequately carrying out his duties as
a director of the Company.
Code 2005 The search and nomination process for new directors, if any, will be through search companies, contacts
Guideline 4.5: and recommendations that go through the normal selection process, to cast its net as wide as possible
Description of Search
& Nomination Process for the right candidates.
for New Directors
Code 2005 Key information regarding Directors is set out on pages 68 and 69.
Guideline 4.6:
Key Information
regarding Directors
Code 2005 The Nominating Committee uses objective performance criteria to assess the effectiveness of the Board
Principle 5:
Board Performance as a whole and the contribution of each Director. Such criteria includes Directors’ attendance and
Code 2005 contributions during Board meetings, as well as consideration of the factors set out in the Guidelines
Guideline 5.1: to Principle 5 of the Code 2005.
Process for Assessing
Effectiveness of
the Board & each
Director
Code 2005 Adequate and timely information prior to Board meetings, and on an on-going basis, are provided
Principle 6:
Access to Information to Board members, who have access to the Company’s senior management, including the Group
Company Secretary. Under the direction of the Chairman, the Group Company Secretary, who attends
all Board meetings, ensures good information flows within the Board and its committees, and between
senior management and non-executive Directors, as well as facilitating orientation, and assisting with
professional development as required.
Directors may, in the furtherance of their duties, take independent professional advice at the Company’s
expense.
62 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Code 2005 The Remuneration Committee was renamed The Remuneration & Staff Establishment Committee on
Principle 7:
Remuneration 7 April 2006 and its terms of reference expanded to include succession planning. The composition of
Matters the Committee comprises entirely non-executive Directors, all of whom, including the Chairman, are
independent:
The Remuneration & Staff Establishment Committee recommends for the endorsement of the Board,
a framework of remuneration and the specific remuneration packages for each Executive Director, and
reviews the remuneration of, and succession planning for, senior management. It also administers the
F&N Executives Share Option Scheme (the “F&N ESOS”).
Code 2005 In setting remuneration packages, the Remuneration & Staff Establishment Committee considers the
Principle 8:
Level and Mix of level of remuneration to attract, retain and motivate Executive Directors, and to align their interests
Remuneration with those of shareholders, linking rewards to corporate and individual performance.
The remuneration of non-executive Directors is set at a competitive level, appropriate to their level of
contribution, taking into account attendance and time spent, and their respective responsibilities.
Service contracts, if any, for Executive Directors, is for a fixed appointment period, is not excessively
long, and all contracts do not contain onerous removal clauses. The Remuneration & Staff Establishment
Committee aims to be fair, linking rewards with performance.
Long term incentive schemes are encouraged. Executive Directors are eligible for the grant of options
under the F&N ESOS and are encouraged to hold their shares beyond the vesting period, subject to the
need to finance any costs of acquisition and associated tax liability.
F&N’s remuneration policy is based on an annual appraisal system using the criteria of core values,
competencies, key result areas, performance rating, potential, and training needs.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 63
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Code 2005 The remuneration of Directors and the top 5 key executives (who are not also Directors), is set out
Principle 9:
Disclosure on below. Disclosure is provided to enable investors to understand the link between remuneration paid to
Remuneration Directors, and key executives, and performance.
(1) In addition, Dr Michael Fam received an ex-gratia payment of $1,000,000 when he retired as the Executive Chairman
of the Group at the close of the Annual General Meeting of the Company held on 26 January 2006.
(2) Dr Han Cheng Fong was appointed Group Deputy Chief Executive Officer and Managing Director up to 31 January 2006
and Group Chief Executive Officer from 1 February 2006.
(3) The remuneration paid to Dato’ Ng Jui Sia, who was appointed Chief Executive Officer of Times Publishing Limited from
15 July 2006, includes his remuneration during the year as Managing Director, F&N Coca-Cola (Malaysia) Sdn Bhd.
(4) Includes fees paid to Dr Michael Fam and Mr Patrick Goh as consultants after their retirement.
(5) Mr Patrick Goh retired on 28 July 2006 and is a consultant with the Company on a 3-year contract.
(6) Mr Huang Hong Peng resigned from the Company on 30 September 2006, to take up a position with Asia Pacific
Breweries Limited.
Code 2005 Information on the F&N ESOS is set out in the Directors’ Report on page 75. Information on key
Guideline 9.4:
Details of Employee
executives is set out on pages 70 and 71.
Share Option Scheme
64 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Code 2005 The Board is responsible for providing a balanced and understandable assessment of F&N’s
Principle 10:
Accountability performance, position and prospects. Management provides to members of the Board monthly
and Audit management accounts which present a balanced and understandable assessment of F&N’s
performance, position and prospects.
Code 2005 The Audit Committee comprises the following non-executive Directors, all of whom including the
Principle 11:
Audit Committee Chairman, are independent:
The Audit Committee is empowered to investigate any matter within its terms of reference, and has full
access to, and the co-operation of Management. It has reasonable resources to enable it to discharge
its functions properly.
The authority and duties of the Audit Committee are set out in its terms of reference.
In performing its functions, the Audit Committee met with the internal and external auditors who
have unrestricted access to the Audit Committee, and reviewed the overall scope of both internal and
external audits, and the assistance given by Management to the auditors.
The Audit Committee is satisfied with the independence and objectivity of the external auditors and
recommends to the Board of Directors, the nomination of the external auditors for re-appointment.
The Audit Committee has recommended for endorsement by the Company, a Whistle-Blowing Policy,
for the F&N Group. The Policy serves to encourage and provide a channel to employees to report
in good faith and in confidence, without fear of reprisals, concerns about possible improprieties in
financial reporting or other matters. The objective for such arrangement is to ensure independent
investigation of such matters and for appropriate follow-up action.
Code 2005 The Board is responsible for ensuring that Management maintains a sound system of internal controls
Principle 12:
to safeguard shareholders’ investments and the assets of the Company. The Audit Committee reviews
Internal Controls
the adequacy of such controls, including financial, operational and compliance controls, and risk
management policies and systems established by Management.
Code 2005 Enterprise-wide risk management (“ERM”) continues to cascade to all levels of the F&N Group, in
Guideline 12.2: Singapore and overseas. Key risks, control measures and management actions are continually identified,
Internal Controls,
including financial updated and monitored by Management. An annual validation session is conducted, attended by the
operational and reporting risk units within the F&N Group, with oversight from the Group Chief Executive Officer. The
compliance
controls, and risk internal auditors review the adequacy of ERM, as part of their routine audit.
management
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 65
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
The Risk Management Committee was constituted on 7 April 2006 comprising the following Board
members:
Focus is being given by the Risk Management Committee to key strategic risks, and to the management
of such risks including business continuity plans and use of insurance as a tool for the transfer of a
certain portion of the risks.
The Audit Committee, with the assistance of the internal and external auditors, have reviewed, and
the Board is satisfied with, the adequacy of F&N’s internal controls, including financial, operational and
compliance controls, and risk management systems.
Code 2005 The Internal Audit Department of the F&N Group is independent of the activities it audits. The Head
Principle 13:
Internal Audit of Internal Audit’s primary line of reporting is to the Chairman of the Audit Committee, with an
administrative line of reporting to the Director & Group Company Secretary.
The Internal Audit function is adequately resourced, and has appropriate standing within the F&N
Group. The Head of Internal Audit is a certified public accountant.
The Audit Committee has reviewed and is satisfied with the adequacy of the Internal Audit function.
Code 2005 F&N engages in regular, effective and fair communication with its shareholders. Regular dialogues
Principle 14:
Communication are held with investors, analysts, fund managers and the press. Material information is
with Shareholders simultaneously disseminated to SGX, the press and posted on the Company’s website at
www.fraserandneave.com.
Code 2005 At the annual general meeting of the Company, shareholders are given opportunity to communicate
Principle 15:
Communication their views on matters relating to F&N. The Chairpersons of the Audit, Nominating and Remuneration
with Shareholders & Staff Establishment Committees are present and available to address questions at general meetings.
The external auditors are also present to address shareholders’ queries, if any, on the conduct of audit
and the preparation and content of the auditors’ report.
66 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE
for the year ended 30 September 2006
Code of Business F&N’s Code of Business Conduct also sets the standards and ethical conduct expected of employees of
Conduct
the F&N Group. Directors, officers and employees are required to observe and maintain high standards
of integrity, as are in compliance with the law and the regulations, and company policies.
Listing Rule 1207 In line with Listing Rule 1207 (18) on Dealings in Securities, the F&N Group issues a quarterly circular to
sub-Rule (18) on
Dealings in Securities
its Directors, officers and employees prohibiting dealings in listed securities of the F&N Group from one
month or two weeks, as the case may be, before the announcement of F&N’s quarterly, half-year and
full-year financial results, and at any time they are in possession of unpublished material price sensitive
information.
Michael Fam 7 7 12 12 NA NA NA NA 1 1 NA NA
Timothy Chia # 6 6 NA NA NA NA NA NA NA NA 1 1
Han Cheng Fong 7 7 NA NA NA NA NA NA NA NA NA NA
Ho Tian Yee 7 6 12 11 NA NA 1 1 1 1 NA NA
Koh Beng Seng # 6 6 NA NA NA NA NA NA NA NA 1 1
Stephen Lee 7 7 12 12 5 4 1 1 1 1 NA NA
Lee Ek Tieng ** 7 7 9 9 5 5 1 1 NA NA NA NA
Lee Tih Shih 7 5 NA NA NA NA NA NA 1 1 NA NA
Nicky Tan Ng Kuang 7 7 NA NA 5 5 NA NA NA NA 1 1
Anthony Cheong Fook Seng 7 7 NA NA NA NA NA NA NA NA NA NA
Patrick Goh * – – NA NA NA NA NA NA NA NA NA NA
NA Not applicable
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 67
REPORT ON CORPORATE GOVERNANCE
Particulars of Directors as at 30 September 2006
Directorship: Board
Board Date first appointment
Committees appointed whether Due for
Academic & Professional as Chairman Date last Executive or re-election
Name of Director Age Qualifications or Member re-elected Non-Executive at next AGM
Dr Michael Fam 79 BBM, PJG, DUBC, DUNU (1st Class), Chairman: 16.08.1978 Non-Executive Retirement
Hon LLD, Hon D Eng, Hon D Litt, Board Executive 26.01.2006 pursuant
Bachelor of Engineering with Committee to S153(6)
1st Class Honours in Civil Engineering, Member:
Hon Fellow of The Institution of Nominating Committee
Engineers, Australia
Dr Han Cheng Fong 64 Bachelor of Science (Hons)(1st Class) NIL 01.04.2002 Executive
in Physics, University of Singapore 26.01.2006 – Group Chief
Master of Science, Doctor of Executive Officer
Philosophy, University of Birmingham,
UK
Mr Koh Beng Seng 54 Bachelor of Commerce (1st Class Hons), Chairman: 26.01.2006 Independent
Nanyang University, Singapore Risk Management Non-Executive
MBA, Columbia University, New York Committee
Mr Stephen Lee 59 DSO, MBA, Northwestern University, Chairman: 01.07.1997 Independent Retirement
Evanston, USA Remuneration & Staff 27.01.2005 Non-Executive by rotation
Establishment Committee
Member:
Board Executive Committee
Member:
Audit Committee
Member:
Nominating Committee
68 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE
Particulars of Directors as at 30 September 2006
Directorship: Board
Board Date first appointment
Committees appointed whether Due for
Academic & Professional as Chairman Date last Executive or re-election
Name of Director Age Qualifications or Member re-elected Non-Executive at next AGM
Mr Lee Ek Tieng 73 DSO, PJG, Bachelor of Engineering Chairman: 08.01.2001 Independent Retirement
Diploma in Public Health Engineering Audit Committee 26.01.2006 Non-Executive pursuant
Fellow, Institution of Civil Engineers, Member: to S153(6)
UK Remuneration & Staff
Fellow, Chartered Institution Establishment Committee
of Water & Environmental Member:
Management, UK Board Executive Committee
Hon Fellow, Institution
of Engineers, Singapore
Member, Institution of Engineers,
Malaysia
Mr Nicky Tan 48 Member, The Institute of Chartered Member: 21.10.2003 Independent Retirement
Ng Kuang Accountants in England and Wales Audit Committee 29.01.2004 Non-Executive by rotation
Certified Public Accountant, Institute Member:
of Certified Public Accountants in Risk Management
Singapore Committee
Note: (1) Directors’ shareholdings in the Company and its related Companies: please refer to pages 73 and 74.
(2) Directorships or Chairmanships in other listed companies and other major appointments, both present and over the preceding 3 years: please
refer to pages 14 and 15.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 69
REPORT ON CORPORATE GOVERNANCE
Particulars of Key Management Staff
70 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
REPORT ON CORPORATE GOVERNANCE
Particulars of Key Management Staff
Tan Ang Meng 51 Certified Public Accountant 1983 – 1991 Director and
Member, Malaysian Institute of Financial Controller Chief Executive Officer
Certified Public Accountants Guinness Malaysian Berhad Fraser & Neave Holdings Bhd
1991 – 2001 (Date appointed:
Regional Director 24.05.2001)
Asia Pacific Breweries Limited
Wang Eng Chin* 47 Bachelor of Business Administration 1987 – 1988 Acting Chief
and Master of Business Administration, Corporate Development Executive Executive Officer,
University of Mississippi, USA Cold Storage (S) Pte Ltd Food & Beverage
1988 – 1991 Fraser and Neave Group
Manager, Plain Heaven (Date appointed:
Cold Storage (S) Pte Ltd 01.10.2006)
Oct 1991 – Sep 1997
General Sales Manager
F&N Foods Pte Ltd
Oct 1997 – Sep 2003
Deputy General Manager
F&N Foods Pte Ltd/
F&N Dairies (M) Sdn Bhd
Oct 2003 – Sep 2006
General Manager
F&N Foods Pte Ltd/
F&N Vietnam Foods Company Limited
* Mr Wang Eng Chin replaces Mr Huang Hong Peng who resigned from the Company on 30 September 2006, to take up a position with Asia Pacific Breweries Limited.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 71
DIRECTORS’ REPORT
Your directors have pleasure in submitting their report and the audited financial statements of the Company and of the
Group for the financial year ended 30 September 2006.
1. DIRECTORATE
The directors of the Company in office at the date of this report are:
Dr Michael Fam
Mr Timothy Chia
Dr Han Cheng Fong
Mr Ho Tian Yee
Mr Koh Beng Seng
Mr Stephen Lee
Mr Lee Ek Tieng
Dr Lee Tih Shih
Mr Nicky Tan Ng Kuang
Mr Anthony Cheong Fook Seng
Mr Patrick Goh (Alternate to Dr Han Cheng Fong)
At the forthcoming Annual General Meeting the following directors retire and, being eligible, offer themselves for
re-election:
72 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
DIRECTORS’ REPORT
Michael Fam 1,165,005 (1) 5,425,025 (2) (3) 774,000 4,660,000 (3) Fraser and Neave, Limited
Share Options
50,000 (4) Nil (2) Asia Pacific Breweries
Limited Ordinary Shares
2,315,794 3,500,000 (6) Frasers Property (China)
Limited Ordinary Shares
Nil 1,000,000 (5) Frasers Centrepoint Trust
Units
Han Cheng Fong Nil Nil 526,320 3,502,350 (3) Fraser and Neave, Limited
Share Options
3,000,000 3,238,318 (6) Frasers Property (China)
Limited Share Options
(Alternate: Patrick Goh) 112,288 (1) 256,040 (3) (7) 216,720 1,363,400 (3) Fraser and Neave, Limited
Share Options
60,000 (4) Nil Asia Pacific Breweries
Limited Ordinary Shares
1,000,000 1,079,439 (6) Frasers Property (China)
Limited Share Options
Nil 300,000 (5) Frasers Centrepoint Trust
Units
Lee Ek Tieng 67,500 87,500 (3) 34,000 34,000 Asia Pacific Breweries
Limited Ordinary Shares
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 73
DIRECTORS’ REPORT
Lee Tih Shih Nil Nil Nil 100,000 (5) Frasers Centrepoint Trust
Units
Anthony Cheong Fook Seng 4,050 20,250 (3) 204,800 1,662,550 (3) Fraser and Neave, Limited
Share Options
Nil 50,000 (5) Frasers Centrepoint Trust
Units
(1) Includes deemed interest in 80,000 ordinary shares held by Fraser & Neave (Singapore) Ltd Staff Provident Fund (“Fund”) by reason of
Dr Michael Fam and Mr Patrick Goh being Trustees of the Fund.
(2) Dr Michael Fam ceased to be a Trustee of the Fund w.e.f. 23 March 2006.
(3) Adjustment due to sub-division of shares on 4 July 2006.
(4) Includes deemed interest in 50,000 ordinary shares held by the Fund.
(5) Frasers Centrepoint Trust (managed by Frasers Centrepoint Asset Management Ltd), was listed on the Singapore Exchange Securities
Trading Limited on 5 July 2006.
(6) Adjustment due to Rights Issue on 12 September 2006.
(7) Includes deemed interest in 35,000 ordinary shares held by the Fund.
(8) As at date of appointment, i.e. 26 January 2006.
74 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
DIRECTORS’ REPORT
5. SHARE OPTIONS
(a) Share Options pursuant to the Fraser and Neave, Limited Executives’ Share Option Scheme
Approved by Shareholders on 7 August 1989 (“the 1989 Scheme”)
The 1989 Scheme expired on 30 September 1999 but Options already granted under that Scheme remain
exercisable until the end of the relevant Option period.
Share Options pursuant to the Fraser and Neave, Limited Executives’ Share Option Scheme
Approved by Shareholders on 30 September 1999 (“the 1999 Scheme”)
The 1999 Scheme succeeded the 1989 Scheme.
The Schemes are administered by the Remuneration & Staff Establishment Committee which comprises the
following three non-executive directors who do not participate in the Schemes:
No options have been granted to controlling shareholders or their associates, or parent group employees and
no employee has received 5% or more of the total options available under the schemes.
The following are details of options granted to and exercised by executive directors:
Aggregate
Aggregate Number of Aggregate
Number of Ordinary Shares Number of
Ordinary Shares granted under Ordinary Shares
Number of granted under Options granted under
Ordinary Shares Options since exercised since Options
granted under commencement of commencement of Adjustment outstanding as
Options during Schemes to end of Schemes to end of due to at end of the
Name of the financial year the financial year the financial year Options Sub-division financial year
Participants under review under review under review Lapsed of Shares under review
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 75
DIRECTORS’ REPORT
Balance as at Adjustment
1.10.2005 or due to Balance Previous Adjusted
Offer Date Options Options Sub-division as at Exercise Exercise
Options Offer Date if later Lapsed # Exercised of Shares 30.9.2006 Price Price * Exercise Period
1989 Scheme
1999 23.12.1998 16,873 – (9,288) 30,340 37,925 $3.86 $0.77 23.09.2001 – 22.11.2008
1999 Scheme
Year 1 23.11.1999 – – – – – – – 23.08.2002 – 22.10.2009
Year 2 21.11.2000 27,818 – (12,347) 61,884 77,355 $6.43 $1.29 22.08.2003 – 21.10.2010
Year 3 08.10.2001 128,514 – (80,606) 191,632 239,540 $6.98 $1.40 09.07.2004 – 08.09.2011
Year 3A 28.01.2002 11,845 – (6,966) 19,516 24,395 $7.81 $1.56 29.10.2004 – 08.09.2011
Year 3B 02.07.2002 130,651 – – 522,604 653,255 $7.79 $1.56 03.04.2005 – 02.06.2012
Year 4 01.10.2002 1,088,866 – (540,821) 2,192,180 2,740,225 $7.54 $1.51 01.07.2005 – 31.08.2012
Year 5 08.10.2003 1,985,728 (50,736) (579,254) 5,422,952 6,778,690 $10.58 $2.12 08.07.2006 – 07.09.2013
Year 6 08.10.2004 2,057,153 (188,422) – 7,474,924 9,343,655 $14.08 $2.82 08.07.2007 – 07.09.2014
Year 7 10.10.2005 2,394,857 (201,163) – 8,774,776 10,968,470 $17.32 $3.46 10.07.2008 – 09.09.2015
Subsequent to the financial year ended 30 September 2006, a total of 11,241,470 share options of Year 8 of
the 1999 Scheme were offered on 10 October 2006 at an exercise price of $4.22 per share.
(i) The Exercise Price is equal to the market value of a share based on the average of the last done price on
the Singapore Exchange Securities Trading Limited for the five market days preceding the option offer
date.
(ii) The grantee may exercise an option during the Exercise Period (which commences 33 months after
the Offer Date) by notice in writing accompanied by a remittance for the number of options at the full
amount of the Exercise Price.
76 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
DIRECTORS’ REPORT
(iii) Options expire 119 months after the Offer Date unless an option has previously lapsed by reason of the
resignation of the grantee from employment with the group after the grant of an option and before
its exercise.
(iv) The number of shares which may be acquired by a grantee and the Exercise Price are subject to
adjustment, as confirmed by the auditors of the Company that such adjustment is fair and reasonable,
by reason of any issue of additional shares in the Company by way of rights or capitalisation of profits
or reserves, or repayment and reduction of capital, made while an option remains unexercised.
(v) The persons to whom the options have been issued have no right to participate by virtue of the options
in any share issue of any other company.
(b) Share Options pursuant to the Asia Pacific Breweries Limited Executives’ Share Option Scheme
(“APBL Scheme”)
The APBL Scheme expired in July 2004 but options already granted under that Scheme remains exercisable
until the end of the relevant Option period. The Phantom Share Option Plan approved by the Remuneration
Committee of APBL on 24 September 2004 and endorsed by the APBL Board succeeded the APBL Scheme.
Balance Balance
as at Options Options as at Exercise
Options Offer Date 1.10.2005 Lapsed # Exercised 30.9.2006 Price Exercise Period
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 77
DIRECTORS’ REPORT
(c) Share Options pursuant to the Fraser & Neave Holdings Bhd Executives’ Share Option Scheme
(“F&NHB Scheme”)
During the financial year ended 30 September 2006, in consideration of the payment of RM1 for each offer
accepted, offers of options were granted by Fraser and Neave, Limited pursuant to the F&NHB Scheme to
executives to acquire:
2007 Options – 2,318,700 shares of RM1 each in the capital of F&NHB at an exercise price of
RM6.12 per share
Balance as at
1.10.2005 or Balance
Offer Date Options Options as at Exercise
Options Offer Date if later Lapsed # Exercised 30.9.2006 Price Exercise Period
78 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
DIRECTORS’ REPORT
(d) Share Options pursuant to Frasers Property (China) Limited Share Option Scheme (“FPCL Scheme”)
Frasers Property (China) Limited (“FPCL”) has in place a share option scheme, FPCL Scheme, since 20 May
2003 and, unless otherwise cancelled or amended will remain in force for 10 years from that date.
2005 Options
During the financial year ended 30 September 2006, offers of options were granted pursuant to the Scheme
in respect of 13,100,000 unissued shares of HK$0.10 each of the Company at an exercise price of HK$0.1343
per share.
Balance as at Adjustment
1.10.2005 or due to Balance Previous Adjusted
Offer Date Options Options Rights as at Exercise Exercise
Options Offer Date if later Lapsed # Exercised Issue * 30.9.2006 Price Price * Exercise Period
2003 31.12.2003 12,600,000 (2,599,720) – 837,289 10,837,569 HK$0.1706 HK$0.1580 31.12.2004 – 30.12.2013
2004 31.12.2004 12,000,000 (1,323,832) – 873,831 11,549,999 HK$0.1670 HK$0.1547 31.12.2005 – 30.12.2014
2005 31.12.2005 13,100,000 (323,832) – 1,040,656 13,816,824 HK$0.1450 HK$0.1343 30.12.2006 – 29.12.2015
(i) The Exercise Price will be determined by FPCL Board, but shall not be less than the highest of:
(1) the closing price as stated in the daily quotation sheet of the Stock Exchange of Hong Kong
Limited (“HKEX”) on the date of grant, which must be a trading day;
(2) the average closing prices as stated in the HKEX’s daily quotation sheets for the five trading
days immediately preceding the date of grant; or
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 79
DIRECTORS’ REPORT
(ii) The vesting period of the share options is in the following manner:
In relation to the share options, if the grantee, during any of the periods specified above, exercised
that share options for such number of shares which, in aggregate, represents less than the number
of shares for which the eligible participant may exercise in respect of such period, the balance of the
shares comprised in that share option for which the grantee could have exercised (but did not exercise)
in that period shall be carried forward and added to the number of shares which the grantee may
exercise in the next succeeding period or periods.
(e) Other than those reported in this paragraph 5, no shares of the Company or any corporation in the Group
were issued during the financial year by virtue of the exercise of options to take up unissued shares of the
Company or any corporation in the Group, whether granted before or during that financial year.
(f) Other than those reported in this paragraph 5, there were no unissued shares of the Company or any
corporation in the Group under options as at the end of the financial year to which this report relates.
6. AUDIT COMMITTEE
At a series of meetings convened during the twelve months up to the date of this report, the Audit Committee
reviewed reports prepared respectively by the external and the internal auditors and approved proposals for
improvement in internal controls. The announcement of results quarterly and the financial statements of the
Company and of the Group and the audit report thereon for the full year were also reviewed prior to consideration
and approval of the Board.
The Audit Committee has nominated Ernst & Young for re-appointment by shareholders as auditor for the ensuing
financial year.
80 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
DIRECTORS’ REPORT
7. AUDITORS
The auditors, Ernst & Young, Certified Public Accountants, Singapore have expressed willingness to accept
re-appointment.
(a) The interests of the directors of the Company in the share capital of the Company and of its related companies
as at the 21st day after the end of the financial year remained unchanged from those at 30 September 2006
as set out at paragraph 3 hereof, except for:
Dr Han Cheng Fong and Mr Anthony Cheong Fook Seng were respectively granted, under the 1999 Executives’
Share Option Scheme, 1,015,875 and 696,600 Year 8 Options exercisable not earlier than 10 July 2009 at
$4.22 per share.
(b) Since the end of the previous financial year, the Company and its subsidiary companies did not enter into
any material contracts involving interests of the directors or controlling shareholders and no such material
contracts still subsist at the end of the financial year, except for:
(i) the Sales and Purchase contract entered into on 19 July 2006 with Dr Han Cheng Fong for the purchase
of a condominium unit at Jing An Si Ji Yuan in Shanghai, for a price of RMB6,299,753; and
(ii) those disclosed in this Directors’ Report and in the Financial Statements.
MICHAEL FAM
Director
Singapore,
10 November 2006
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 81
STATEMENT BY DIRECTORS
We, MICHAEL FAM and HAN CHENG FONG, being two of the Directors of Fraser and Neave, Limited, do hereby state that
in the opinion of the Directors:
(a) the balance sheet, profit statement, statement of changes in equity and consolidated cash flow statement
together with the notes thereto, set out on pages 84 to 182, are drawn up so as to give a true and fair view of the
state of affairs of the Company and of the Group as at 30 September 2006 and of the results of the businesses
and changes in equity of the Company and of the Group and the cash flows of the Group for the year ended
30 September 2006; and
(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts
as and when they fall due.
MICHAEL FAM
Director
Singapore,
10 November 2006
82 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
AUDITORS’ REPORT
To the Members of Fraser and Neave, Limited
We have audited the accompanying financial statements of FRASER AND NEAVE, LIMITED (the “Company”) and its subsidiary
companies (the “Group”) set out on pages 84 to 182 for the year ended 30 September 2006. These financial statements are
the responsibility of the Company’s directors. Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well
as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion,
(a) the consolidated financial statements of the Group and the balance sheet, profit statement and statement of changes
in equity of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act,
Cap. 50 (the “Act”) and Singapore Financial Reporting Standards so as to give a true and fair view of the state of
affairs of the Company and of the Group as at 30 September 2006, and of the results and changes in equity of the
Company and of the Group and the cash flows of the Group for the year ended on that date; and
(b) the accounting and other records required by the Act to be kept by the Company and by those subsidiary companies
incorporated in Singapore of which we are the auditors have been properly kept in accordance with the provisions of
the Act.
Singapore,
10 November 2006
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 83
PROFIT STATEMENT
for the year ended 30 September 2006
(Restated) (Restated)
REVENUE 3
Sale of goods 3,791,611 3,484,241 – –
Other revenue 3,948 3,753 3,559 3,094
3,795,559 3,487,994 3,559 3,094
Cost of sales (2,555,831) (2,397,928) – –
Gross profit 1,239,728 1,090,066 3,559 3,094
Operating expenses
– Distribution (144,738) (127,102) – –
– Marketing (298,031) (291,319) – –
– Administration (233,798) (200,659) (9,286) (6,656)
(676,567) (619,080) (9,286) (6,656)
TRADING PROFIT/(LOSS) 563,161 470,986 (5,727) (3,562)
The Notes on pages 91 to 182 form an integral part of the Financial Statements.
84 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
BALANCE SHEET
as at 30 September 2006
(Restated) (Restated)
SHARE CAPITAL AND RESERVES
Share capital 12 400,971 233,359 400,971 233,359
Reserves 12 3,199,509 2,863,280 2,321,320 2,511,136
3,600,480 3,096,639 2,722,291 2,744,495
MINORITY INTERESTS 1,004,098 621,256 – –
4,604,578 3,717,895 2,722,291 2,744,495
Represented by:
FIXED ASSETS 13 1,120,519 1,157,857 – –
INVESTMENT PROPERTIES 14 2,708,016 2,305,537 – –
PROPERTIES UNDER DEVELOPMENT 15 2,483,313 2,018,336 – –
SUBSIDIARY COMPANIES 16 – – 3,229,634 3,296,860
JOINT VENTURE COMPANIES 17 88,990 75,992 408,133 312,740
ASSOCIATED COMPANIES 18 295,898 231,801 – –
INTANGIBLE ASSETS 19 286,432 115,246 – –
OTHER INVESTMENTS 21 61,784 81,737 6,680 6,579
BRANDS 23 2,663 3,715 – 169
OTHER DEBTORS 26 17,537 19,114 – –
DEFERRED TAX ASSETS 32 24,208 9,675 – –
BANK FIXED DEPOSITS 22 – 4,600 – –
CURRENT ASSETS
Properties held for sale 24 178,393 431,867 – –
Inventories 25 365,402 374,816 – –
Trade debtors 26 481,774 585,233 – –
Subsidiary companies 16 – – 110,110 47,332
Joint venture companies 17 3,638 4,141 – –
Associated companies 18 826 688 – –
Other debtors 26 390,788 222,887 5,953 2,944
Short term investments 28 326,748 2,566 28,786 –
Bank fixed deposits 22 614,139 315,251 15,277 22,618
Cash and bank balances 22 220,752 257,516 285 452
2,582,460 2,194,965 160,411 73,346
Deduct: CURRENT LIABILITIES
Trade creditors 29 398,455 403,135 – –
Subsidiary companies 16 – – 16,349 20,329
Joint venture companies 17 1,199 2,063 – –
Associated companies 18 35,724 33,874 – –
Other creditors 29 467,430 431,366 16,124 6,544
Borrowings 30 988,544 1,168,173 94,923 112,340
Provision for taxation 197,216 153,044 5,986 5,986
2,088,568 2,191,655 133,382 145,199
The Notes on pages 91 to 182 form an integral part of the Financial Statements.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 85
STATEMENT OF CHANGES IN EQUITY
THE GROUP
Capital Fair Value Employee
Share Share Redemption Capital Revenue Exchange Adjustment Share Option Dividend Minority Total
Capital Premium Reserve Reserve Reserve Reserve Reserve Reserve Reserve Total Interests Equity
Notes ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
The Notes on pages 91 to 182 form an integral part of the Financial Statements.
86 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
STATEMENT OF CHANGES IN EQUITY
THE GROUP
Employee
Capital Share
Share Share Redemption Capital Revenue Exchange Option Dividend Minority Total
Capital Premium Reserve Reserve Reserve Reserve Reserve Reserve Total Interests Equity
Notes ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
The Notes on pages 91 to 182 form an integral part of the Financial Statements.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 87
STATEMENT OF CHANGES IN EQUITY
THE COMPANY
Capital Fair Value Employee
Share Share Redemption Capital Revenue Adjustment Share Option Dividend
Capital Premium Reserve Reserve Reserve Reserve Reserve Reserve Total
Notes ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
Dividends 10
Dividend to shareholders, paid – – – – (46,697) – – (81,203) (127,900)
Dividend to shareholders, proposed – – – – (81,676) – – 81,676 –
Balance at 30 September 2005 233,359 152,223 3,228 1,039,274 1,230,143 – 4,592 81,676 2,744,495
The Notes on pages 91 to 182 form an integral part of the Financial Statements.
88 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
CASH FLOW STATEMENT
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation and exceptional items 543,228 483,650
Adjustments for:
Depreciation of fixed assets and investment properties 116,859 110,821
Impairment of fixed assets and other investments 3,397 361
Impairment reversal of fixed assets and properties developed for sale (1,320) (234)
Write off of intangible assets – 1,870
Provision for employee benefits 3,194 1,901
Provision for foreseeable losses in properties developed for sale and properties held for sale 20,583 16,517
Loss on disposal of fixed assets (net) 1,891 902
Profit on disposal of investment properties and other investments (net) (4,502) (727)
Amortisation of development properties 2,889 105
Amortisation of brands and intangible assets 5,562 5,987
Interest expenses (net) 58,162 40,939
Share of joint venture companies’ profits (16,065) (19,187)
Share of associated companies’ profits (12,325) (26,953)
Investment income (12,028) (7,463)
Profit on properties developed for sale and properties held for sale (247,943) (151,569)
Employee share-based expense 10,162 4,205
Fair value adjustments of financial instruments 3,252 –
Operating cash before working capital changes 474,996 461,125
Change in inventories 37,181 (56,436)
Change in trade and other debtors (29,997) (194,727)
Change in joint venture and associated companies’ balances 1,351 (6,651)
Change in trade and other creditors (1,037) 113,666
Currency realignment (9,700) 2,657
Cash generated from operations 472,794 319,634
Interest expenses paid, net (58,162) (40,882)
Income taxes paid (102,104) (92,683)
Payment of employee benefits (2,651) (2,571)
Progress payment received/receivable on properties
developed for sale and properties held for sale 1,114,092 1,017,407
Development expenditure on properties developed for sale (1,158,416) (891,307)
Net cash from operating activities 265,553 309,598
The Notes on pages 91 to 182 form an integral part of the Financial Statements.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 89
CASH FLOW STATEMENT
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from term loans and bank borrowings 481,487 94,456
Transfer from secured bank deposits 4,600 153,287
Placement of fixed deposits pledged (6,082) –
Payment of equity’s listing expenses (14,532) –
Loan from/(to) minority interests 1,656 (37)
Proceeds from issue of shares:
– by subsidiary companies to minority interests 349,422 9,437
– by the Company to shareholders 10,950 9,976
Payment of dividends:
– by subsidiary companies to minority interests (57,005) (56,684)
– by the Company to shareholders (128,661) (127,900)
Net cash from financing activities 641,835 82,535
Net increase in cash and cash equivalents 266,531 72,829
Cash and cash equivalents at beginning of year 567,849 491,706
Effects of exchange rate changes on cash and cash equivalents (17,644) 3,314
Cash and cash equivalents at end of year 816,736 567,849
Cash and cash equivalents at end of year comprise:
Cash and bank deposits (Note 22) 834,891 572,767
Bank overdrafts (Note 30) (12,073) (4,918)
822,818 567,849
Less: Fixed deposits pledged (6,082) –
816,736 567,849
Analysis of acquisition and disposal of subsidiary companies and businesses
Net assets acquired:
Fixed assets 9,540 18,740
Development properties – 122,197
Investment properties – 108,833
Other non-current assets 8,160 16,393
Current assets 24,812 143,792
Current liabilities (6,528) (39,749)
Non-current liabilities (284) (119,015)
Minority interests (489) (124,276)
Cash 4,715 62,984
39,926 189,899
Cost of investment as a joint venture company – (37,290)
Goodwill on acquisition (net) 4,539 (4,336)
Consideration paid 44,465 148,273
Add: Loan on acquisition – (4,161)
44,465 144,112
Less: Cash of subsidiary companies and businesses (4,715) (62,984)
Cash flow on acquisition net of cash and cash equivalents acquired 39,750 81,128
Net assets disposed:
Fixed assets (154) –
Current assets (1,792) (2,681)
Current liabilities 264 16
Minority interests – 1,522
Cash – (3,896)
(1,682) (5,039)
Translation difference – 589
Loss/(Gain) on disposal 292 (697)
Consideration received (1,390) (5,147)
Less: Cash of subsidiary companies – 3,896
Cash flow on disposal net of cash and cash equivalents disposed (1,390) (1,251)
The Notes on pages 91 to 182 form an integral part of the Financial Statements.
90 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
The following Notes form an integral part of the Financial Statements on pages 84 to 90.
1. GENERAL
Fraser and Neave, Limited (the “Company”) is a limited liability company incorporated and domiciled in Singapore. The
registered office of the Company is located at #21-00 Alexandra Point, 438 Alexandra Road, Singapore 119958.
(a) production and sale of soft drinks, beer, stout, dairy products and glass containers;
(b) development of and investment in property, and investment in and management of REIT; and
(c) printing and publishing.
During the year, following the listing of Frasers Centrepoint Trust, a Real Estate Investment Trust (“REIT”) on SGX-ST,
the principal activities of the Group have been expanded to include investment in and management of REIT.
These activities are carried out through the Company’s subsidiary, joint venture and associated companies to which
the Company provides management and administrative services.
There were no significant changes in the nature of these activities during the financial year.
The financial statements of the Company and the consolidated financial statements of the Group were authorised
for issue in accordance with a resolution of the Directors on 10 November 2006.
2. ACCOUNTING POLICIES
(i) The authorities have clarified the requirement to prepare accounts under Section 201 (1A), (3) and
(3A) of the Companies Act (“Act”). Following this clarification, the Group reviewed its investments
in subsidiary companies. Subsidiary companies that meet the definition under Section 5 of the Act
but not that under FRS 27 will be accounted for in the consolidated financial statements of the
Group under FRS 28 or 31 as appropriate. Only subsidiary companies that meet the definition in
FRS 27 will be consolidated.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 91
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
These adjustments do not affect the Group’s attributable profit for the year and the retained profits
in the consolidated balance sheet.
FRS 39
The Group had adopted FRS 39 prospectively on 1 October 2005. At that date, financial assets within
the scope of FRS 39 were classified as either (i) financial assets at fair value through profit or loss,
(ii) loans and receivables, (iii) held-to-maturity investments or (iv) available-for-sale financial assets,
as appropriate. Financial assets that were classified as financial assets at fair value through profit or
loss and available-for-sale financial assets were measured at fair value while loans and receivables
and held-to-maturity investments were measured at amortised cost using the effective interest
rate method.
92 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
FRS 39 (cont’d)
At 1 October 2005, differences between the carrying values and fair values of financial assets at fair
value through profit or loss were recognised in revenue reserve while the differences between carrying
values and fair values of available-for-sale financial assets were recognised in the fair value adjustment
reserve. For investments carried at amortised cost, any differences between the carrying values and
amortised cost as at 1 October 2005 were recognised in revenue reserve.
At 1 October 2005, financial liabilities (other than derivative financial instruments) within the
scope of FRS 39 were measured at amortised cost using the effective interest rate method. Any
difference between the carrying values and amortised cost as at 1 October 2005 were recognised
in revenue reserve.
In accordance with the transitional provisions of FRS 39, the financial effects arising from the
measurement of financial instruments will be recorded prospectively. Consequently, the comparatives
for 2005 are not restated. The financial effect of adopting FRS 39 is an increase of $5.8 million which
has been adjusted to Group shareholders’ equity on 1 October 2005 (made up of an increase in
revenue reserve and fair value reserve of $1.3 million and $4.5 million respectively) and a decrease of
$3.2 million to the Group’s attributable profit for the year.
The financial effects to the Company is an increase of $2.1 million to Company’s shareholders’ equity
on 1 October 2005 (made up of increase in revenue reserve and fair value reserve of $1.9 million and
$0.2 million respectively) and a decrease of $3.3 million to the Company’s attributable profit for the year.
FRS 102
The main impact of FRS 102 on the Group and Company is the recognition of an expense and a
corresponding entry to equity for share options granted and the recognition of an expense and a
corresponding liability for phantom share options granted.
The Group and the Company have applied FRS 102 retrospectively and have taken advantage of
the transitional provisions of FRS 102 in respect of equity-settled awards. As a result, the Group and
the Company have applied FRS 102 only to share options granted after 22 November 2002 and not
vested by 1 October 2005. Consequently, the Group’s opening reserves have been restated to take
into account a cumulative charge of $5.7 million to revenue reserve and a credit of $5.4 million to
employee share option reserve up to 30 September 2005. The charge to Group attributable profit
for the year is $8.4 million (2005: $3.8 million) and credit to employee share option reserve is
$4.5 million (2005: $ 3.6 million).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 93
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Apart from the above, the Group and the Company adopted various revisions in FRS applicable from
1 October 2005. These do not have a material impact on the Group and the Company.
Subsidiary companies are consolidated from the effective date of acquisition or up to the effective date
of disposal. Subsidiary companies are those controlled by the Group. The financial year of the Company
and all its subsidiary companies ends on 30 September unless otherwise stated. The consolidated financial
statements of the Group incorporate the financial statements of the Company and all its subsidiary companies
made up to 30 September. The financial statements of subsidiary companies are prepared using consistent
accounting policies. Adjustments are made to any dissimilar material accounting policies to conform to the
Group’s significant accounting policies.
Acquisitions of subsidiary companies are accounted for using the purchase method of accounting. The cost
of an acquisition is measured as the fair value of the assets given, equity instruments issued or liabilities
incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable
assets acquired and liabilities and contingent liabilities assumed in a business combination are measured
initially at their fair values on the date of acquisition, irrespective of the extent of any minority interest. Please
refer to Note 2.13 (b) for the accounting policy on goodwill on acquisition of subsidiary companies.
In preparing the consolidated financial statements, intercompany transactions, balances and unrealised gains
on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred.
Minority interest is that part of the net results of operations and of net assets of a subsidiary attributable to
interests which are not owned directly or indirectly by the Group. It is measured as the minorities’ share of
the fair value of the subsidiary companies’ identifiable assets and liabilities at the date of acquisition by the
Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses
applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary company.
In such cases, the excess and further losses applicable to the minority are attributed to the equity holders of
the Company, unless the minority has a binding obligation to, and is able to, make good the losses. When that
subsidiary company subsequently reports profits, the profits applicable to the minority are attributed to the
equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders
of the Company has been recovered.
94 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
The Group recognises its interest in joint venture companies using proportionate consolidation. The Group
combines its share of each of the assets, liabilities, income and expenses of the joint venture companies with
the similar items, line by line, in its consolidated financial statements.
The joint venture is proportionately consolidated until the date on which the Group ceases to have joint
control over the joint venture.
Joint venture companies (“JVC”) that are held directly by the Group’s joint venture companies are equity
accounted for in accordance with the accounting policies of these joint venture companies. No adjustments
have been made at the Group to recognise the interest of these JVC using proportionate consolidation as
the contribution of these JVC to the Group are not material. Details of the Group’s share of the consolidated
results, assets and liabilities of the JVC can be found in Note 17.
In the Company’s separate financial statements, interests in joint venture company is carried at cost less
impairment losses.
The Group’s investments in associated companies are recorded at cost less accumulated impairment losses
and adjusted to recognise the Group’s share of post-acquisition reserves of the associated companies.
Investments in associated companies include goodwill.
When the Group’s share of losses in an associated company equals or exceeds its interest in the associated
company, the Group does not recognise further losses, unless it has incurred obligations or made payments
on behalf of the associated company.
The Group’s share of the results of associated companies includes the Group’s share of taxation and
exceptional items, and net assets of the associated companies are included in the consolidated financial
statements under the equity method based on their latest audited financial statements except where their
financial periods do not end on 30 September, then management accounts to 30 September are used.
Where an investment in an associated company is acquired or sold during the year, its results are included
from the date of acquisition or excluded from the date of sale.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 95
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
The profit and interest on hire purchase sales are credited to the profit statement by apportioning the estimated
gross profit and interest evenly over the period to which the contract relates.
Rental income is accounted for on a straight-line basis over the lease terms on ongoing leases.
Revenue on properties developed for sale represents the proportion of sales proceeds of the actual floor area
sold at the balance sheet date based on the percentage of completion method.
Revenue from completed properties held for sale is recognised upon signing of the sale and purchase
agreement.
Interest income is taken up on an accrual basis (using the effective interest method).
Other dividend income is taken up according to the date when dividend is declared payable.
2.7 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at
each balance sheet date and adjusted to reflect the current best estimate. Where the effect of time value of
money is material, the amount of the provision is the present value of the expenditure expected to be required
to settle the obligation.
2.8 Taxation
96 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been
enacted at or subsequently enacted after the balance sheet date.
Deferred income tax is provided on all temporary differences arising on investments in subsidiary,
joint venture and associated companies, except where the timing of the reversal of the temporary
difference can be controlled and it is probable that the temporary difference will not reverse in the
foreseeable future.
Deferred tax is charged or credited directly to equity if the tax relates to items that are charged or
credited, in the same or a different period, directly to equity.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off
current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity
and the same taxation authority.
When assets are sold or retired, their cost or valuation and accumulated depreciation are removed from the
financial statements and any gain or loss resulting from their disposal is included in the profit statement. Any
amount in revaluation reserve relating to that asset is transferred to revenue reserve.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 97
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Depreciation is calculated on the straight line method to write off the cost or valuation of fixed assets less
residual value over their estimated useful lives. No depreciation is charged for freehold land and uncommissioned
capital work-in-progress. The residual values, depreciation method and useful lives are reviewed and adjusted
as appropriate at each balance sheet date. The annual depreciation rates applied to write down the fixed
assets over their estimated useful lives are as follows:
Capital work-in-progress is not depreciated until each stage of development is completed and becomes
operational.
Short leasehold investment properties (those with the balance of their lease of 50 years or less) are stated
at cost (or directors’ valuation carried out in the past, where applicable) less accumulated depreciation and
accumulated impairment losses. Depreciation is calculated on a straight line basis over 50 years or the term
of the lease, if shorter.
Freehold and leasehold investments are stated at directors’ valuation. The directors’ valuation is guided by the
open market value determined annually by independent professional valuers.
The surplus on revaluation is credited directly to revaluation reserve unless it reverses a previous revaluation
decrease relating to the same asset, which was previously recognised as an expense. In these circumstances
the increase is recognised as income to the extent of the previous write down. Any deficit on revaluation
is recognised as an expense unless it reverses a previous surplus relating to that asset, in which case
it is charged against any related revaluation surplus, to the extent that the decrease does not exceed
the amount held in the revaluation surplus in respect of that same asset. Any balance remaining in the
revaluation surplus in respect of an investment property is credited to the profit statement on disposal of
the property.
98 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Provision for foreseeable losses of property under development is made when it is anticipated that the
net realisable value has fallen below cost.
Developments are considered complete upon the issue of Temporary Occupation Permit. When completed,
properties held for investment are classified as investment properties and properties for sale are transferred
to current assets as completed properties held for sale.
Profit on properties developed for sale is recognised on partly completed projects which have been sold and
is based on the percentage of completion. The percentage of completion is deemed to be the construction
and related overhead costs incurred to the balance sheet date divided by the expected construction and
related overhead costs of the project. The percentage of sales is deemed to be the floor area sold at the
balance sheet date divided by the floor area in the project offered for sale. Profit is taken up on the basis of
the total expected profit of the area sold multiplied by the percentage of completion, less profit if any, taken
up in previous financial periods. The expected profit is assessed having regard to the sale proceeds less
attributable total costs including the cost of land, construction and interest and after making due allowance
for known potential cost over-runs and allowance for contingencies.
Revenue on development represents the proportion of sales proceeds of the actual floor area sold to the
balance sheet date based on the percentage of completion.
Progress payments received from purchasers of properties under development are shown as a deduction
from the cost of the property under development.
The useful lives of these intangible assets are assessed to be finite. Amortisation charged on finite intangible
assets is taken to the profit statement as amortisation expense.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 99
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Intangible assets are tested for impairment annually or more frequently if events or changes in circumstances
indicate that the carrying value might be impaired. Useful lives are also examined on an annual basis and
adjustments, where applicable, are made on a prospective basis.
a) Deferred publishing development costs are amortised in accordance with their estimated economic
useful lives, upon completion of published products as follows:
At each balance sheet date, the Group assesses whether there is any indication of impairment. If any
such indication exists, the recoverable amount is estimated.
b) Goodwill on acquisition is identified as being the excess of the cost of acquisition over the Group’s
share of net fair value of the identifiable assets, liabilities and contingent liabilities acquired as at the
date of acquisition. Where the cost of acquisition is lower than the Group’s share of net fair value
of the identifiable assets, liabilities and contingent liabilities acquired, the difference is recognised as
negative goodwill. Negative goodwill is recognised immediately in profit statement.
Positive goodwill is carried at cost less any accumulated impairment loss. Goodwill is subjected to
impairment test annually or more frequently if events or changes in circumstances indicate that the
carrying value might be impaired.
Positive goodwill acquired is allocated to the cash-generating units (“CGU”) expected to benefit
from the acquisition synergies. An impairment loss is recognised in the income statement when the
carrying amount of the CGU, including the goodwill, exceeds the recoverable amount of the CGU. The
recoverable amount is the higher of the CGU’s fair value less costs to sell and its value in use.
The total impairment loss is allocated first to reduce the carrying amount of goodwill allocated to the
CGU and then to the other assets of the CGU pro-rata on the basis of the carrying amount of each
asset in the CGU.
100 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
2.14 Brands
Brands with finite lives are stated at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is calculated to write off their cost over their estimated useful lives of up to 15 years on
a straight line method.
Internally generated brands are not capitalised and the expenditure is charged against profit in the year in
which the expenditure is incurred.
Properties held for sale are stated at the lower of cost and net realisable value. Provision is made when it is
anticipated that the net realisable value has fallen below cost. Cost includes cost of land and construction, and
interest incurred during the period of construction.
2.16 Inventories
All inventories including containers (comprising returnable bottles, cases and pallets) are stated at the lower
of cost and net realisable value. The net realisable value is the estimated selling price in the ordinary course of
business, less the cost of completion and selling expenses.
Cost in respect of raw materials, consumable stores and goods purchased for resale is stated based on
first-in-first-out, weighted average or standard cost (which approximates average actual cost). Cost in respect
of manufactured inventories and work-in-progress includes attributable production overheads. Engineering
and other inventories are valued on the weighted average cost basis less appropriate allowances for
obsolete items.
Soft drink container inventories comprise both containers on hand and those estimated to be in the market
at deposit values. Cost is amortised to deposit value over a period up to the container’s expected useful life
of 36 months for returnable bottles and 96 months for plastic crates.
Beer containers comprise returnable bottles and crates. Returnable bottles are valued at repurchase price/
deposit value (including freight where significant; and the difference between the original cost and repurchase
price/deposit value is written off over a period not exceeding 5 years) and crates are amortised over a period
not exceeding 8 years; alternatively these assets are valued at net realisable value, if lower. Abnormally large
purchases of bottle are accounted for by writing off, based on the estimated lifespan, a portion of the costs
in excess of repurchase prices.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 101
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Cash on hand and in banks and fixed deposits are classified and accounted for as loans and receivables under
FRS 39. The accounting policy is stated in Note 2.26.
(i) the terms of agreements concluded by group companies with various categories of employees;
(iii) defined contribution plans under statutory regulations in the country, where applicable.
102 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
The proceeds received net of any directly attributable transaction costs and the
corresponding share option reserve are credited to share capital when the options are
exercised.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 103
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Currency translation differences on non-monetary items, such as equity investments held at fair
value through profit or loss, are reported as part of the fair value gain or loss. Currency translation
differences on non-monetary items, such as equity investments classified as available-for-sale financial
assets, are included in the fair value reserve within equity.
Currency translation differences arising from events which are treated as exceptional are dealt with
as exceptional items in the profit statement.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity on or after
1 October 2005 are treated as assets and liabilities of the foreign entity and translated at the
closing rate. For acquisitions prior to 1 October 2005, the exchange rates at the dates of acquisition
were used.
On disposal of a foreign operation, the cumulative amount of exchange differences deferred in equity
relating to that foreign operation is recognised in the profit statement as a component of the gain or
loss on disposal.
104 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
2.24 Leases
(a) As Lessee
A finance lease which effectively transfer to the Group substantially all the risks and benefits
incidental to ownership of the leased item is capitalised at the lower of the fair value of the leased
item and the present value of the minimum lease payments at the inception of the lease term and
disclosed as fixed asset. Lease payments are apportioned between the finance charges and reduction
of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.
Finance charges are charged directly to the profit statement. Contingent rents, if any, are expensed in
the periods in which they are incurred.
A lease where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item, is classified as an operating lease. Operating lease payments are recognised as an expense
in the profit statement on a straight line basis over the lease term.
(b) As Lessor
A lease whereby the lessor effectively retains substantially all the risks and benefits of ownership of the
leased item, is classified as an operating lease. Assets leased out under operating leases are included in
investment properties and are stated at revalued amounts and not depreciated. Rental income (net of
any incentives given to lessees) is recognised on a straight line basis over the lease term. Contingents
rents, if any, are recorded as income in the periods in which they are earned.
Reversal of impairment losses previously recognised is recorded when the decrease in impairment loss can be
objectively related to an event occurring after the write down. Such reversal is taken to the profit statement
unless the asset is carried at revalued amount in which case, such reversal is treated as a revaluation increase.
However, the increased carrying amount is only recognised to the extent it does not exceed what the carrying
amount, net of depreciation, that would have been had the impairment loss not been recognised. Impairment
loss on goodwill is not reversed in a subsequent period.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 105
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(a) Classification
The classification of financial assets is determined at initial recognition and re-evaluate at every
reporting date, with the exception that the designation of financial assets at fair value through profit or
loss is irrevocable. The Group classifies its investments in financial assets in the following categories:
106 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Realised and unrealised gains and losses arising from changes in the fair value of the financial assets
at fair value through profit or loss are included in the profit statement in the period in which they arise.
Unrealised gains and losses arising from changes in the fair value of available-for-sale financial assets
are recognised in the fair value reserve within equity. When available-for-sale financial assets are sold or
impaired, the accumulated fair value adjustments in the fair value reserve within equity will be released
through the profit statement.
(f) Impairment
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 107
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently re-measured at their fair value. The changes in fair value of any derivative instruments that do
not qualify for hedge accounting are recognised immediately in the profit statement.
The fair value of forward foreign currency contracts is calculated by reference to current forward foreign
exchange rates for contracts with similar maturity profiles. The fair value of interest rate swap contracts is
determined by reference to market values for similar instruments.
108 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 109
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
3. REVENUE
110 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(Restated) (Restated)
Profit before taxation and exceptional items
have been arrived at after charging:
Depreciation of fixed assets 112,071 108,592 – –
Depreciation of investment properties 4,788 2,229 – –
Impairment of fixed assets 2,885 361 – –
Impairment of properties under development 12,830 – – –
Amortisation of properties under development 2,889 105 – –
Amortisation of brands 661 1,658 169 1,167
Amortisation of intangibles 4,901 4,329 – –
Intangible assets written off – 1,870 – –
Provision for/(Write back of) doubtful trade debts
and bad debts 3,122 (77) – –
Provision for inventory obsolescence 9,223 11,176 – –
Provision for employee benefits 3,456 2,705 – –
Directors of the Company:
Fee 1,080 641 803 436
Remuneration of members of Board committees 241 204 241 204
Remuneration of executive directors 4,985 5,057 – –
Central Provident Fund contribution for
executive directors 15 19 – –
Consultancy fees 1,243 – – –
Retirement gratuity of an executive director – 3,000 – –
Ex-gratia payment of an executive director 1,000 – – –
Share-based payments 1,566 921 – –
Key executive officers:
Remuneration 4,785 3,886 – –
Provident Fund contribution 136 143 – –
Share-based payments 712 312 – –
Staff costs (exclude directors and key executives) 315,021 296,910 – –
Defined contribution plans (exclude directors and
key executives) 18,810 21,691 – –
Share-based payments (exclude directors and
key executives) 7,884 2,972 1,698 930
Auditors’ remuneration:
Auditor of the company 1,218 1,086 158 158
Other auditors 2,399 2,124 2 –
Professional fees paid to:
Auditor of the company 161 116 – 7
Other auditors 543 600 – –
Interest expense (see details) 83,663 61,043 39,192 20,494
Exchange loss 4,845 13 177 –
Loss on disposal of fixed assets 1,891 902 – –
Provision for foreseeable losses on properties
held for sale 7,753 16,517 – –
Fair value loss on financial instruments 1,136 – 814 –
and crediting:
Interest income (see details) 23,312 20,104 1,547 605
Exchange gain – 7,093 – 72
Write back of provision for employee benefits 262 804 – –
Reversal of impairment charge of fixed assets 1,320 234 – –
Fair value gains on financial instruments 180 – – –
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 111
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(Restated)
Details of Net Interest Expense:
Interest income
Subsidiary companies – – 1,433 329
Bank and other deposits 11,922 12,927 114 276
Interest rate swap contracts 9,753 5,496 – –
Others 1,637 1,681 – –
23,312 20,104 1,547 605
Interest expense
Subsidiary companies – – (1,221) (334)
Bank and other deposits (81,772) (59,872) (36,455) (24,930)
Interest rate swap contracts 68 (726) (1,516) 4,770
Others (1,959) (445) – –
(83,663) (61,043) (39,192) (20,494)
5. SEGMENT INFORMATION
The Group’s operating businesses are organised and managed separately according to the nature of activities.
During the year, following the listing of Frasers Centrepoint Trust, a Real Estate Investment Trust (“REIT”) on SGX-ST,
the principal activities of the Group have been expanded to include investment in and management of REIT. The
Group’s operating business segments are namely soft drinks, dairies, breweries, printing and publishing, glass
containers, investment property, development property, REIT and others. The Group operates in seven main
geographical areas, namely Singapore, Malaysia, Rest of South East Asia, North East Asia, South Asia, South
Pacific, and Europe and USA. Geographical segment revenue are based on geographical location of the Group’s
customers.
Geographical segment assets are based on geographical location of the Group’s assets. Segment accounting
policies are the same as the policies described in Note 2, inter-segment sales are based on terms determined on
a commercial basis.
112 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Revenue – external 419,677 415,383 983,868 490,699 117,176 202,767 1,127,480 17,392 21,117 – 3,795,559
Revenue – inter-segment – 33 – 252 19,896 2,174 – – 81,373 (103,728) –
Total revenue 419,677 415,416 983,868 490,951 137,072 204,941 1,127,480 17,392 102,490 (103,728) 3,795,559
Subsidiary companies 43,384 13,374 135,592 13,382 11,482 122,956 222,074 10,515 2,430 – 575,189
Joint venture and
associated companies – 4,105 19,939 8,994 – (7,278) 2,630 – – – 28,390
PBIT * 43,384 17,479 155,531 22,376 11,482 115,678 224,704 10,515 2,430 – 603,579
Assets 260,315 290,465 922,210 779,357 182,463 2,289,412 2,611,919 942,039 534,541 – 8,812,721
Tax assets 24,208
Bank deposits & cash balances 834,891
Total assets 9,671,820
Liabilities 126,958 87,980 195,399 122,780 27,747 65,525 301,511 19,282 (7,555) – 939,627
Tax liabilities 304,338
Borrowings 3,823,277
Total liabilities 5,067,242
Total revenue 1,479,671 792,889 408,498 434,499 10,390 451,135 218,477 3,795,559
PBIT * 244,410 87,001 106,035 70,489 (816) 60,296 36,164 603,579
Other geographical information:
Assets 5,115,133 593,609 673,790 1,206,160 12,721 836,930 374,378 8,812,721
Capital expenditure 80,290 28,985 42,207 20,359 451 9,471 1,675 183,438
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 113
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Revenue – external 439,878 406,334 919,340 480,561 105,118 190,933 923,757 22,073 – 3,487,994
Revenue – inter-segment 5 49 – 328 17,491 2,480 – 80,657 (101,010) –
Total revenue 439,883 406,383 919,340 480,889 122,609 193,413 923,757 102,730 (101,010) 3,487,994
Subsidiary companies 50,598 13,264 110,908 28,952 6,417 113,934 139,556 14,820 – 478,449
Joint venture and
associated companies – 3,484 21,890 6,562 – (1,828) 16,032 – – 46,140
PBIT * 50,598 16,748 132,798 35,514 6,417 112,106 155,588 14,820 – 524,589
Assets 261,022 311,284 785,426 732,055 185,042 2,282,015 2,892,567 182,122 – 7,631,533
Tax assets 9,675
Bank deposits & cash balances 577,367
Total assets 8,218,575
Liabilities 103,774 72,045 178,683 128,100 21,449 94,787 272,871 35,687 – 907,396
Tax liabilities 238,287
Borrowings 3,354,997
Total liabilities 4,500,680
Other segment information:
Capital expenditure 16,117 8,955 65,568 116,540 7,531 2,436 – 2,479 – 219,626
Depreciation & amortisation 14,283 15,687 33,273 28,626 18,018 3,422 18 3,586 – 116,913
Impairment losses 230 44 87 – – – – – – 361
Reversal of impairment losses (176) (10) (48) – – – – – – (234)
Attributable profit before
exceptional items 21,447 3,709 50,247 25,436 2,206 80,778 103,856 (16,711) – 270,968
Exceptional items (681) (787) (388) 5,631 – 1,433 2,543 16,934 – 24,685
Attributable profit 20,766 2,922 49,859 31,067 2,206 82,211 106,399 223 – 295,653
114 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(Restated) (Restated)
6. GROSS DIVIDENDS FROM SUBSIDIARY
AND JOINT VENTURE COMPANIES
Quoted subsidiary companies 40,003 39,317
Quoted joint venture companies 4,623 4,283
Unquoted subsidiary companies 116,349 101,655
160,975 145,255
8. EXCEPTIONAL ITEMS
Gain on disposal of portfolio investments 967 11,457 – 10,005
Gain on change in interest in subsidiary and
associated companies 7,615 19,017 – –
Gain on disposal of properties 16,483 455 – –
Write back of impairment on properties 14,922 – – –
Reorganisation cost of business operations (4,536) (256) – –
Share of exceptional items of joint venture and
associated companies 55 1,659 – –
Provision for professional fees (442) (3,028) – –
Donation to APB Foundation (1,048) – – –
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 115
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
9. TAXATION
(Restated)
Based on profit for the year:
Singapore tax 55,719 59,044 28,561 18,232
Overseas tax 97,069 56,570 173 9,961
Deferred tax (7,637) 9,488 – –
A reconciliation of the statutory tax rate to the Company’s and Group’s effective tax rate applicable to profit for the
year is as follows:
(Restated) (Restated)
Singapore statutory rate 20.0 20.0 20.0 20.0
Effect of different tax rate of other countries 5.7 4.8 2.7 2.1
Effect of tax losses of subsidiary not available
for set-off against profits of other companies
within the group 1.2 1.8 – –
Income not subject to tax (tax incentive/exemption) (3.4) (3.1) (5.4) (4.7)
Expenses not deductible for tax purposes 4.9 3.6 6.5 3.5
Utilisation of previously unrecognised tax losses
in determining taxable profit (1.4) (0.5) – –
(Over)/Under provision in prior years (1.1) 0.5 0.9 0.7
Other reconciliation items (0.7) (0.3) 0.5 0.3
116 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
9. TAXATION (cont’d)
As at 30 September 2006, certain Singapore subsidiary companies have unutilised tax losses of
approximately $77,133,000 (2005: $73,501,000), unutilised investment allowances of approximately $7,657,000
(2005: $213,000) and unabsorbed capital allowances of $13,374,000 (2005: $1,021,000) available for set off
against future profits. In addition, certain overseas subsidiary companies have unutilised tax losses carried forward of
approximately $162,619,000 (2005: $166,058,000), unutilised investment allowances of approximately $25,749,000
(2005: $28,236,000) and unabsorbed capital allowances of $17,615,000 (2005: $19,785,000). The availability of
these losses and capital allowances to set off against future profits is subject to the meeting of certain statutory
requirements by those subsidiary companies in their countries of tax residence. The deferred tax benefits of these
losses recognised in the financial statements are disclosed in Note 32.
For the year of assessment (“YA”) 2006, certain subsidiaries have transferred loss items of $54,268,000
(YA 2005: $10,360,000) to offset against the taxable income of other companies in the Group. Tax benefits of
$nil (YA 2005: $360,000) were recognised on the tax losses utilised under the group relief systems. Tax benefits of
$10,854,000 (YA 2005: $1,931,000) arising from the utilisation of group relief are not recognised as they are subject
to compliance with the relevant tax legislation governing group relief and agreement of the Inland Revenue Authority
of Singapore.
10. DIVIDENDS
Interim paid of 4 cents per share after deducting Singapore tax at 20%
(2005: 4 cents per share after deducting Singapore tax at 20%) 46,788 46,520
140,623 128,196
The final dividend is proposed by the directors after the balance sheet date and subject to the approval of shareholders
at the next annual general meeting of the Company.
The dividends per share is based on a sub-divided share (shareholders have at the Extraordinary General Meeting of
the Company held on 31 May 2006 approved the sub-division of 1 share into 5 shares).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 117
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Group attributable profit to shareholders of the Company
– before exceptional items 295,414 270,968
– after exceptional items 319,525 295,653
— No. of shares —
Weighted average number of ordinary shares in issue 1,169,795,825 1,163,188,954
For diluted earnings per share, the Group attributable profit to shareholders of the Company is adjusted for
changes in subsidiary companies attributable profit resulting from exercise of all dilutive share options. The
reconciliation of the Group adjusted attributable profit to shareholders of the Company used to compute
diluted earnings per share is as follows:
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Group attributable profit to shareholders
of the Company before exceptional items 295,414 270,968
Change in attributable profit due to dilutive
share options of subsidiary companies (767) (606)
118 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
10,968,000 (2005: nil) share options granted to employees under share option plans have not been included
in the computation of diluted earnings per share because these options were anti-dilutive for the current
financial year.
(c) The calculation of earnings per share is based on a sub-divided share (shareholders have at the Extraordinary
General Meeting of the Company held on 31 May 2006 approved the sub-division of 1 share into 5 shares).
SHARE CAPITAL
Ordinary shares issued and fully paid up
Balance at beginning of year 233,359,335 233,359 232,007,722 232,008
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary
shares carry one vote per share without restriction.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 119
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Pursuant to the approval given by the shareholders at an Extraordinary General Meeting of the Company held on
31 May 2006, each ordinary share was sub-divided into 5 ordinary shares on 4 July 2006.
During the year, the consideration received following the exercise of Executives’ Share Options was $12,161,000
(2005: $9,976,000).
(Restated) (Restated)
RESERVES
Based on prevailing legislation and income tax rates of 20% and 28% for Singapore and Malaysia respectively,
the Company has sufficient tax credits to pay up to $67,043,000 (2005: $195,704,000) as Singapore tax franked
dividend and $65,615,000 (2005: $38,961,000) as Malaysian tax franked dividend out of revenue reserve. The
Company did not exercise the option to move to the one tier corporate tax system in Singapore during the
financial year.
Capital reserve of the Company comprises mainly surplus from revaluation of investments. The capital reserve of the
Group comprises statutory reserve and asset revaluation reserve of subsidiary companies.
Fair value adjustment reserve comprises the cumulative fair value changes of available-for-sale financial assets until
they are derecognised or impaired.
Employee share option reserve represents the equity-settled share options granted to employees and is made up of
the cumulative value of services received from employees recorded on grant of equity-settled share options.
Exchange reserve comprises the exchange differences arising from the translation of the financial statements of
foreign operations whose functional currencies are different from that of the Group’s presentation currency.
During the year, $140,000 (2005: $55,000) of revenue reserve was transferred to capital reserve by certain subsidiary
companies as required by local legislation. The reserve comprises realised profits and can only be distributed with
approval from their respective local authorities.
120 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Capital
Freehold Leasehold Plant & Work-in Other
Land Land Building Machinery -Progress Assets Total
($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
Balance at end of year 61,098 80,262 379,850 1,240,110 66,854 321,712 2,149,886
Analysis of cost/valuation
At cost 35,965 57,718 343,723 1,231,208 66,854 321,712 2,057,180
At directors’ valuation 1976 – – – 2,636 – – 2,636
At directors’ valuation 1983 – – 1,327 – – – 1,327
At directors’ valuation 1988 – – 2,532 6,266 – – 8,798
At directors’ valuation 1996 25,133 22,544 32,268 – – – 79,945
Balance at end of year 1,023 22,306 114,624 671,376 371 219,667 1,029,367
Net book value 60,075 57,956 265,226 568,734 66,483 102,045 1,120,519
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 121
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Capital
Freehold Leasehold Plant & Work-in Other
Land Land Building Machinery -Progress Assets Total
($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
Balance at end of year 74,430 70,723 377,242 1,217,883 43,257 312,450 2,095,985
Analysis of cost/valuation
At cost 50,431 50,493 345,776 1,208,701 43,257 312,450 2,011,108
At directors’ valuation 1976 – – – 2,745 – – 2,745
At directors’ valuation 1983 – – 1,385 – – – 1,385
At directors’ valuation 1988 – – 2,542 6,437 – – 8,979
At directors’ valuation 1996 23,999 20,230 27,539 – – – 71,768
Net book value 74,364 54,316 270,989 613,928 43,257 101,003 1,157,857
122 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(a) The valuations for 1976, 1983, 1988 and 1996 were made by the directors of the respective subsidiary
companies and were based on appraisals by independent valuers.
(b) Other assets comprise motor vehicle and forklift, postmix and vending machine, beer cooler, fixture and
fitting and computer equipment.
(c) If the fixed assets stated at revaluation had been included in the financial statements at cost less depreciation,
the net book value would have been as follows :
Capital
Freehold Leasehold Plant & Work-in Other
Land Land Building Machinery -Progress Assets Total
($’000) ($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
(d) Additions in the consolidated financial statements include $1,571,000 (2005: $2,413,000) of other
assets acquired under finance leases. The carrying amount of other assets held under finance leases at 30
September 2006 amounted to $4,380,000 (2005: $3,502,000).
(e) The net book value of fixed assets pledged to financial institutions as security for the borrowings are as
follows:
2006 2005
($’000) ($’000)
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 123
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Freehold Leasehold
Land Land Building Total
($’000) ($’000) ($’000) ($’000)
At cost/valuation
Balance at beginning of year 617,067 858,997 844,043 2,320,107
Currency realignment (1,582) (3,418) (7,785) (12,785)
Additions – 36,500 13,485 49,985
Disposals (1,388) – (10,232) (11,620)
Revaluation surplus 44,042 269,630 34,350 348,022
Transfer from properties under development – 7,925 26,753 34,678
Transfer to properties held for sale (309) – (1,636) (1,945)
Analysis of cost/valuation
At cost – 3,725 47,484 51,209
At directors’ valuation 2005 – 55,548 53,285 108,833
At directors’ valuation 2006 657,830 1,110,361 798,209 2,566,400
Investment properties of the Group stated at 2006 valuation made by the directors are based on open market
valuation at 30 September 2006 carried out by independent professional valuers, namely, DTZ Debenham
Tie Leung (Singapore), BEM Property Consultants (Australia), CB Richard Ellis (Hong Kong) and Jones Lang LaSalle
(Singapore). The investment properties of the Group are situated in Singapore, Hong Kong, Australia, China and
Vietnam.
The valuations for the investment properties were based on a combination of the Direct Comparison Method,
Income Approach and Discounted Cash Flow Analysis.
124 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Balance at beginning of year 2,018,336 1,855,902
Expenditure incurred during the year 1,107,364 852,708
Acquisition of subsidiary companies – 122,196
3,125,700 2,830,806
Development profit 203,023 129,789
Progress payments received and receivable (716,345) (737,838)
Amortisation charge (2,889) (105)
Write back of provision for impairment in value of development (net) 1,983 –
Transfer to properties held for sale (84,268) (215,364)
Transfer to properties held for investment (34,678) –
Transfer from fixed assets 17,232 –
Currency realignment (26,445) 11,048
2,964,560 2,285,096
Development profit 298,338 109,620
Progress payments received and receivable (722,731) (320,291)
Accumulated amortisation (4,008) (1,259)
Provision for foreseeable losses (52,846) (54,830)
2,483,313 2,018,336
Interest capitalised during the year was $49,577,000 (2005: $47,984,000). A capitalisation rate of 5.54%
(2005: 4.00%) per annum was used, representing the borrowing cost of the loans used to finance the projects.
Certain subsidiary companies have granted fixed and floating charge over their assets and undertaking to banks
as well as mortgage on their freehold and leasehold land. As at 30 September 2006, the bank loans drawn down
amounted to $426,726,000 (2005: $373,708,000).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 125
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(a) The valuation for 1996 was made by the directors based on appraisals by independent professional valuers.
Singapore
(i) The Azure – leasehold land (99-year tenure commencing 3 January 2005) of
approximately 10,926.5 sqm on Land Parcel C1⁄2 at Sentosa Cove on Lot 1391C
Mukim 34, Sentosa Island for the development of 116 condominium units of
19,675 sqm of gross floor area for sale. 100
(ii) Freehold land of approximately 5,227 sqm at MK 17 Lot 3309 situated at St Michael’s
Road for the development of approximately 131 condominium units of approximately
15,288 sqm of gross floor area for sale. 100
(iii) Freehold land of approximately 23,819.7 sqm situated at Holland Park, off Holland
Road, for the development of approximately 12 bungalow units of approximately
19,137 sqm of gross floor area for sale. 100
(iv) The Sensoria – Freehold land of approximately 6,196.5 sqm at Lot 994W MK 13 at
No. 1 Jalan Ulu Sembawang for the development of approximately 73 condominium
units of approximately 8,243 sqm of gross floor area for sale. 100
(v) Quintet – leasehold land (99-year tenure commencing 19 June 2003) of approximately
20,954.6 sqm at Lot 3254X MK 11 at Choa Chu Kang Street 36/46 for the
development of 459 executive condominium units of approximately 61,804 sqm of
gross floor area for sale. 100
(vi) 8 @ Mount Sophia – 103-year leasehold land of approximately 16,170.2 sqm title
commencing from the date of issuance of subsidiary strata certificate of title on
Lots 361, 593V, 594 and 183N of Town Subdivision 19 at Mount Sophia for the
development of 277 condominium units of 33,971 sqm of gross floor area for sale. 100
(vii) Tangerine Grove – freehold land of approximately 10,236.1 sqm at Lots 1595T and
1596A Mukim 23 at 1 Paya Lebar Crescent for the development of 125 condominium
units of 14,336 sqm of gross floor area for sale. 100
(viii) The Raintree – leasehold land (99-year tenure commencing 1 March 2003) of
approximately 16,253.5 sqm at Mk16 Lot 2253P situated at Bukit Drive Road for the
development of 315 condominium units and 2 shop units of 38,011 sqm of gross
floor area for sale. 100
(ix) One Jervois – Freehold land of approximately 11,669 sqm at Lots 803V, 787V,
788P and on Town Subdivision 24 at Jervois Road/Close and Nos. 5, 5A, 6 and 6A
at Jervois Road for the development of approximately 275 condominium units of
approximately 32,673.2 sqm of gross floor area for sale. 100
126 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Singapore (cont’d)
(x) One Leicester – Freehold land of approximately 10,221.1 sqm at Lots 4840A, 5804W,
5805V, SL5806P, 6096M, SL6097W, 6163K, 6164N, 6165X, 6749V, 6750M, 97844P,
97845T and 97846A comprising Mukim 17 at Leicester Road/ Jalan Toa Payoh/
Woodsville Close for a residential development comprising approximately
194 condominium units of approximately 21,906.4 sqm of gross floor area for sale. 100
(xi) The Infiniti – Freehold land of approximately 23,018.6 sqm at Lot 3385K of Mukim 5 at
89 West Coast Park (Clementi Planning Area) for a residential development comprising
approximately 315 condominium units of approximately 36,829.8 sqm of gross floor
area for sale. 100
(xii) Freehold land of approximately 12,992 sqm at Lots 99709T and 112N TS 21 situated at
ST Thomas Walk for the development of approximately 176 condominium units of
approximately 36,376 sqm of gross floor area for sale. 100
(xiii) Leasehold land of approximately 20,062 sqm at Lot 1201K MK 3 situated at 50 West
Coast Road for the development of approximately 240 condominium units of
approximately 31,469 sqm of gross floor area for sale. 100
(xiv) Leasehold land (99-year tenure commencing 1 April 1990) of Lots 2569C-PT and
2348W-PT MK 19 at Yishun Central for the development of a commerical building
with five levels of retail space including a retail basement floor and a basement
carpark. 100
Malaysia
(xv) Fraser Park – freehold land of approximately 23,354 sqm at Jalan Yew, Kuala Lumpur,
Malaysia for the development of shop office of approximately 76,864 sqm of gross
floor area for sale. 59
(xvi) Freehold land of approximately 16,094 sqm at Jalan Yew, Kuala Lumpur, Malaysia for the
development of commerical buildings with retail space, city campus and hostel, hotels
and carparks. 59
(xvii) Freehold land of approximately 6,313 sqm at Jalan Ampang, Kuala Lumpur, Malaysia
for a proposed development of service apartments and office suites. 59
Vietnam
(xviii) Leasehold land (35-year tenure commencing 3 April 1995) of approximately
2,160 sqm at No. 3 Nguyen Sieu Street, Ho Chi Minh City, Vietnam for the development
of approximately 106 residential units of approximately 11,845 sqm of gross floor
area for sale. 70
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 127
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Australia
(xix) Freehold land of approximately 3,966 sqm situated at the junction of George Street,
Bathurst Street and Kent Street, Sydney, Australia for the development of a retail
podium of 8,922 sqm, a block of approximately 456 residential units and a block of
approximately 145 serviced apartment units of a total of approximately 62,000 sqm
of gross floor area for sale. 81
(xx) Freehold land of approximately 193 hectares situated at Wanjeep Street, Mandurah,
Western Australia for a proposed development of approximately 1,250 landed housing
units for sale. 56
(xxi) Freehold land of approximately 1.19 hectares situated at Riverside, East Perth, Australia
for a proposed mixed development comprising approximately 285 private apartment
units,140 serviced suites and commerical space. 88
(xxii) Freehold land of approximately 4,022 sqm situated at 25-29 Lorne Avenue, Killara,
Sydney, Australia for a proposed development of approximately 40 apartments for sale. 75
(xxiii) Freehold land of approximately 4.92 hectares situated at Morton Strett, Parramatta,
Sydney, Australia for a proposed development of approximately 534 apartments
for sale. 75
(xxiv) Freehold land of approximately 0.74 hectares situated in Camperdown’s City Quarter,
Sydney, Australia for a proposed development of approximately 421 apartments
for sale. 88
China
(xxv) Jingan Four Seasons – Leasehold land (70-year tenure commencing 7 November 2001)
of approximately 13,843 sqm situated at No. 169 Wujiang Road, Shanghai, China for
a mixed development comprising 4 blocks of approximately 419 apartment units and
a retail podium of a total of approximately 69,494 sqm of gross floor area for sale. 95
128 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
China (cont’d)
(xxviii) Leasehold land (50-year tenure commencing 21 April 1999) of approximately
338,577.6 sqm at Lots Nos. T205-0021, T205-0050 and T205-0030 situated at High
and New Technological Industrial Park South Zone, Shenzhen, Guangdong, China
for the development of a composite development with a total gross floor area of
536,480 sqm. 52
New Zealand
(xxx) Freehold land of approximately 6,831 sqm in Queenstown, South Island, New Zealand for
a proposed development of 15 luxury residential apartments of approximately 5,200 sqm
of gross floor area for sale. Approval from the relevant authorities is being sought to
double the number of apartments. 75
(xxxi) Freehold land of approximately 27 hectares located in Tauranga in the Bay of Plenty,
New Zealand for a proposed development of approximately 741 houses and a beach
front condominium complex for sale. 68
United Kingdom
(xxxii) Freehold land of approximately 4 hectares on the south bank of River Thames, London,
United Kingdom for a proposed residential and commercial development of 211 residential
units and ancillary office and retail space of a total of approximately 31,839 sqm of gross
floor area for sale. 50
(xxxiii) Freehold land of approximately 2,346 sqm situated at 63-69 Rochester Row, 68 Vincent
Square, London, United Kingdom for a proposed development of 70 residential units of
approximately 6,197 sqm of gross floor area for sale. 50
Thailand
(xxxiv) 49% proportionate share of a freehold land of approximately 40,608 sqm situated at
Rama III Road, Bangkok, Thailand known as The Pano for the development of 397
condominium units of approximately 61,868 sqm of gross floor area for sale. 49
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 129
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE COMPANY
2006 2005
($’000) ($’000)
(Restated)
Quoted shares at cost 260,215 262,981
Unquoted shares at cost 3,403,226 3,787,684
3,663,441 4,050,665
Amounts owing by subsidiary companies (unsecured) 292,701 41,130
Amounts owing to subsidiary companies (unsecured) (726,508) (794,935)
3,229,634 3,296,860
MARKET VALUE
Quoted shares 549,641 527,089
The Company’s investments in subsidiary companies include an interest in 58.67% (2005: 59.37%) of the issued
ordinary shares of Fraser & Neave Holdings Bhd. This interest will be reduced to 55.75% by 31 December 2006 by
the operation of an Executives’ Share Option Scheme.
The amounts owing by subsidiary companies are due on loan account, not repayable within the next 12 months and
are interest-free except for an amount of $3,154,000 (2005: $3,361,000) which bears interest at an average rate of
7.10% (2005: 5.34%) per annum and an amount of $242,299,000 (2005: $nil) which bears interest at an average
rate of 3.48% (2005: nil%) per annum.
The amounts owing from and to subsidiary companies disclosed under current assets and current liabilities are
unsecured, non-trade in nature, no fixed repayment term and interest-free.
(a) During the financial year, the Group incorporated the following subsidiary companies:
Country of Equity
incorporation and interest held Date of
Name of Company place of business % incorporation
130 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(b) During the financial year, the Group acquired the following subsidiary company and businesses:
The fair value of the identifiable assets and liabilities of subsidiary company and businesses acquired as at the
date of acquisition are:
Consideration 44,465
Less: Cash of subsidiary company and businesses (4,715)
The attributable profit contribution by the acquired subsidiary company and businesses from the date of
acquisition was $2.2 million. If the acquisition had taken place from 1 October 2005, the Group’s revenue
would have been $3.8 billion and attributable profit would have been $320 million.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 131
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(c) Frasers Centrepoint Trust (“FCT”), a subsidiary of Frasers Centrepoint Limited was admitted to the Official
List of Singapore Exchange Securities Trading Limited (the “Listing”) on 5 July 2006. Prior to the Listing, the
following investment properties were transferred to HSBC Institutional Trust Services (Singapore) Limited, in its
capacity as trustee of FCT (the “Trustee”), pursuant to sale and purchase agreements made on the same date
between the respective companies and the Trustee:
In this connection, 313,500,000 units and 39,200,000 units were issued respectively to FCL Trust Holdings
Pte Ltd and FCL Investments Pte Ltd, both wholly-owned subsidiaries of the Group in part satisfaction of the
purchase price payable for the transfer of the above properties.
(d) During the financial year, the Group increased issued and paid-up capital of a subsidiary, FCL Loft Pte Ltd
(“FCL Loft”) through an ordinary resolution passed at a general meeting on 17 July 2006. FCL Loft increased
its issued and paid-up capital from $1 to $1,000,000 by the allotment of 999,999 ordinary shares in the
capital of FCL Loft to the Group for a consideration of $999,999 in cash.
132 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE COMPANY
2006 2005
($’000) ($’000)
(Restated)
(a) Unquoted investment, at cost 276,126 276,126
Quoted investment, at cost 132,007 36,614
408,133 312,740
(b) The following amounts represent the Group’s share of the revenue and expenses and assets and liabilities of
the joint venture companies and are included in the consolidated profit statement and balance sheet using
the line-by-line format of proportionate consolidation.
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
(i) The Group’s share of the consolidated results of the joint venture companies for the year is as follows:
(ii) The Group’s share of the consolidated assets and liabilities of the joint venture companies
is as follows:
622,878 563,362
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 133
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(iii) The share of the results, assets and liabilities as stated in paragraphs (i) and (ii) above are based on
the accounts of the joint venture companies to 30 September 2006.
(iv) The amounts owing from/to joint venture companies classified under current assets and current
liabilities are unsecured, trade in nature and interest-free.
(v) The Group and the Company’s share of capital commitments of the joint venture companies is
$20,781,000 (2005: $48,527,000).
(vi) The Group and the Company’s share of contingent liabilities of the joint venture companies is
$2,772,000 (2005: $3,057,000).
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Investment in joint venture companies 88,990 75,992
(i) The Group’s share of the consolidated results of the joint venture companies for the year is as
follows:
(ii) The Group’s share of the consolidated assets and liabilities of the joint venture companies is as follows:
78,148 66,776
134 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Investments in associated companies, at cost 165,958 142,618
Acquisition of interests 53,202 18,776
Share of net post acquisition reserves 6,907 (781)
226,067 160,613
Loans owing from associated companies (unsecured) 69,831 71,188
295,898 231,801
(a) The loans owing from associated companies are interest-free, non-trade in nature and are not repayable
within one year.
(b) The amounts owing from/to associated companies classified under current assets and current liabilities are
unsecured, trade in nature and interest-free.
848,406 1,094,300
(d) The share of the results, assets and liabilities as stated in paragraph (c) above are based on the accounts of the
associated companies to 30 September 2006.
(e) The Group’s share of capital commitments of the associated companies is $1,528,000 (2005: $nil).
(f) The Group’s share of contingent liabilities of the associated companies is $307,000 (2005: $325,000).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 135
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Except for Goodwill, all intangible assets have finite useful lives of not more than 20 years.
136 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Basis on which
As at recoverable Terminal Pre-tax
30 Sep 2005 values are growth Discount
($’000) determined rate rate
(Restated)
Carrying value of capitalised goodwill
based on cash generating units
Subsidiary companies:
Printing and Publishing Group 13,338 Value-in-use 0% 7.0% – 7.4%
Dairies Group 631 Value-in-use 0% 7.1%
Soft Drinks Group 17,642 Fair value less – –
costs to sell
31,611
Joint venture companies:
Breweries Group 54,355 Value-in-use 2% 9.0% – 11.9%
85,966
Goodwill is allocated for impairment testing purposes to the individual entity which is also the cash generating unit.
The value-in-use calculations apply a discounted cash flow model using cash flow projections based on financial
budgets and forecasts approved by management covering 3 to 5 year periods. Cash flows beyond these periods are
extrapolated using the estimated growth rates stated in the table above. The fair value less costs to sell calculations
are based on quoted market prices obtained from active markets.
The terminal growth rate used does not exceed the long term average growth rate of the respective industry and
country in which the entity operates.
The discount rates applied to the cash flow projections are derived from the cost of capital plus a reasonable risk
premium at the date of assessment of the respective cash generating units.
No impairment loss was required for the financial years ended 30 September for the goodwill assessed as their
recoverable values were in excess of their carrying values.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 137
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(Restated) (Restated)
Quoted
Quoted available-for-sale financial assets
Non-equity investments
At cost – 25,761 – –
At fair value 25,729 – – –
Equity investments
At cost – 16,753 – 6,039
At fair value 22,922 – 6,130 –
Unquoted
Unquoted available-for-sale financial assets
Non-equity investments
At cost 549 945 – –
At fair value 332 – – –
Equity investments
At cost 1,124 33,750 550 540
138 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(a) Other investments as at 30 September 2006 were reclassified into “Available-for-sale financial assets
(non-current)” and “Held-to-maturity financial assets” to conform to the presentation adopted in the year
ended 30 September 2006 in accordance with FRS 39. With the adoption of FRS 39, the Group states
available-for-sale investments at fair value except for unquoted equity investments. The difference between
the fair values and the carrying amounts of the investments which are stated at fair value at 1 October 2005
are taken to the opening balance of the fair value adjustment reserves at that date.
(b) The quoted non-equity investments carry interest rate of 8% (2005: 8%).
(c) The unquoted non-equity investments carry interest rates of 9.75% to 12.75% (2005: 8.5% to 14%).
(d) The unquoted investments do not have quoted market prices in an active market nor are there other methods
of reasonably estimating the fair values readily available. Hence it is not practicable to determine their fair
value with sufficient reliability without incurring excessive costs.
(e) Market value of quoted investments are determined by reference to stock exchange quoted prices.
(Restated)
Cash and bank balances 220,752 257,516 285 452
Bank fixed deposits 614,139 315,251 15,277 22,618
The weighted average effective interest rate for bank fixed deposits is 4.53% (2005: 2.86%).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 139
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Included in secured fixed deposits is $nil (2005: $4,600,000) which served as collateral deposit for a $nil
(2005: $4,154,000 (RMB 20,000,000)) bank facility granted to a subsidiary company.
As at 30 September 2006, the composition of cash and bank deposits held in foreign currency by the Group is as
follows: Chinese Renminbi – 30.0% (2005: 21.0%), Malaysia Ringgit – 11.5% (2005: 19.5%) and US Dollars – 8.2%
(2005: 14.1%).
23. BRANDS
(Restated)
At cost
Balance at beginning of year 14,569 14,538 8,435 8,435
Currency realignment 27 31 – –
Acquisition of additional interests in
joint venture companies 82 – – –
Accumulated amortisation
Balance at beginning of year 10,854 9,182 8,266 7,099
Currency realignment 28 14 – –
Amortisation for the year 661 1,658 169 1,167
Acquisition of additional interests in
joint venture companies 35 – – –
Write off for the year 437 – – –
140 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
At cost
Balance at beginning of year 467,029 443,070
Currency realignment (5,039) 1,500
Transfer from properties under development 94,691 215,364
Transfer from investment properties 1,945 563
Acquisition of subsidiary companies – 46,708
Cost adjustments (22,354) (229)
Sold during the year (335,450) (239,947)
25. INVENTORIES
THE GROUP
2006 2005
(Restated)
At net At net
realisable realisable
At cost value Total At cost value Total
($’000) ($’000) ($’000) ($’000) ($’000) ($’000)
Write back of provision for inventory obsolescence during the year amounted to $4,692,000 (2005: $2,216,000).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 141
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(Restated)
Trade debtors 481,774 585,233 – –
Other debtors:
Current
Accrued income 1,136 3,474 5 1,806
Prepayments 30,735 23,834 25 –
Deposits paid 248,122 102,952 1 1
Tax recoverable 18,979 17,040 125 –
Staff loans 6,825 7,909 – –
Amounts receivable from joint venture partners 6,949 2,314 – –
Derivative financial instruments (Note 27) 6,674 – 5,735 –
Advanced project cost paid 1,917 1,521 – –
Other receivables 69,451 63,843 62 1,137
390,788 222,887 5,953 2,944
(a) Trade debtors of the Group are stated after deducting provision for doubtful debts of $15,188,000
(2005: $15,284,000).
(b) Included in Trade debtors is an amount of $90,782,000 (2005: $210,443,000) which relates to the balance
of sale proceeds from completed condominium projects which will be received upon issuance of certificate of
statutory completion, notice of vacant possession, expiry of defect liability period and/or title subdivision.
(c) Included in Deposits paid is an amount of $115,387,000 (2005: $25,214,000) being payment for purchase
of land which will be transferred to properties under development upon the completion of sale and purchase
agreement.
(d) Included in Deposits paid is a payment of approximately $93,867,000 (2005: $68,472,000) for certain land in
China of which formal land use right certificates have not yet been obtained.
(e) As at 30 September 2006, the composition of Trade and Other debtors held in foreign currency by the Group
is as follows: Chinese Renminbi – 17.5% (2005: 12.1%), Malaysia Ringgit – 17.5% (2005: 21.1%) and
Australia Dollars – 6.7% (2005: 6.9%).
142 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Assets
Interest rate swap contracts 6,441 – 5,735 –
Forward currency contracts 233 – – –
6,674 – 5,735 –
Liabilities
Interest rate swap contracts 3,312 – 3,312 –
Forward currency contracts 453 – – –
3,765 – 3,312 –
(Restated)
Quoted
Quoted available-for-sale financial assets
Equity investments at fair value 145,077 132 – –
Non-equity investments at fair value 188 183 – –
145,265 315 – –
Unquoted
Unquoted available-for-sale financial assets
Non-equity investments at cost 2,697 2,251 – –
Non-equity investments at fair value 150,000 – – –
Included in non-equity investments are notes with interest rates of 3.5% to 12.75% (2005: 8.5% to 14%) per
annum and maturing within the next 12 months.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 143
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(Restated) (Restated)
Trade creditors 398,455 403,135 – –
Other creditors:
Current
Advances from joint venture partners 16,123 26,323 – –
Interest payable 30,215 20,983 7,830 4,217
Accrued operating expenses 118,693 110,384 1,404 320
Sundry accruals 56,209 51,351 6 68
Sundry deposits 58,027 47,642 – –
Staff costs payable 52,134 53,329 – –
Accrual for unconsumed leave 10,335 9,636 – –
Amounts due to minority shareholders
of subsidiary companies 59,296 42,783 – –
Deferred income 9,801 937 – –
Provisions 2,227 5,382 – –
Derivative financial instruments (Note 27) 3,765 – 3,312 –
Other payables 50,605 62,616 3,572 1,939
(a) Advances from joint venture partners are non-trade in nature, unsecured, interest-free and have no fixed
terms of repayment.
(b) As at 30 September 2006, the composition of Trade and Other creditors held in foreign currency by the Group
is as follows: Malaysia Ringgit –15.4% (2005: 17.7%), Chinese Renminbi – 11.3% (2005: 11.6%) and Sterling
Pound – 9.2% (2005: 6.1%).
144 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
30. BORROWINGS
Weighted
average effective THE GROUP THE COMPANY
interest rate 2006 2005 2006 2005
% Notes ($’000) ($’000) ($’000) ($’000)
(Restated)
Repayable within one year:
Unsecured
Bank loans 4.89 514,460 332,344 94,923 112,340
Bank overdrafts 12,017 3,051 – –
526,477 335,395 94,923 112,340
Term loans 3.08 280,000 500,000 – –
Secured
Bank loans 5.96 (b) 180,856 330,035 – –
Bank overdrafts (b) 56 1,871 – –
180,912 331,906 – –
Finance leases 1,155 872 – –
Secured
Bank loans 4.39 (b) 974,807 504,400 – –
Finance leases 2,895 2,592 – –
Notes
(a) Term loans comprise variable rate notes, medium term notes, fixed rate notes, transferable term loan and
floating rate bonds issued by the Company and subsidiary companies.
(b) The secured bank loans and overdrafts are secured by certain subsidiary companies by way of a charge over
fixed deposits, plant and machinery, pledge of shares of a subsidiary company, fixed and floating charge over
certain assets and mortgages on freehold and leasehold land under development.
A subsidiary company’s issue of 330,000 redeemable non-voting Class A Preference Shares of an aggregate
value of $330,000,000 (2005: $330,000,000) are classified as bank borrowings in the consolidated financial
statements of the Group.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 145
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(c) The carrying amount of bank borrowings and finance leases approximate fair value as they bear interest at
rates which approximate the current incremental borrowing rate for similar types of lending and borrowing
arrangements except for the term loans of an amount of $1,369,167,000 (2005: $795,108,000) bank loan
which has a fair value of $1,357,483,000 (2005: $777,039,000).
The aggregate fair value of term loans are determined by reference to market value.
(Restated)
Between 1 and 2 years 1,064,658 645,124 300,000 300,000
Between 2 and 5 years 1,568,899 1,514,172 499,167 500,000
After 5 years 201,176 27,528 150,000 –
(e) As at 30 September 2006, the composition of borrowings held in foreign currency by the Group is as
follows: Australia Dollars – 9.8% (2005: 4.3%), Chinese Renminbi – 7.0% (2005: 9.2%) and US Dollars
– 4.1% (2005: 2.8%).
(f) As at 30 September 2006, the Company and Group had interest rate swaps in place, which have the economic
effect of converting borrowings from fixed rates to variable rates or vice versa. The fair value of these interest
rate swaps is discussed in Note 37. The weighted average effective interest rates are as at 30 September 2006
and include the effect of related interest rate swaps.
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Balance at beginning of year 22,538 22,706
Currency realignment (1,119) 187
(Disposal)/acquisition of subsidiary companies (43) 315
Write back (262) (804)
Provision for the year 3,456 2,705
Payment for the year (2,651) (2,571)
Transfer (37) –
146 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
2006 2005
The following tables summarise the components of net benefit expense and benefit liability:
2006 2005
($’000) ($’000)
Benefit liability
Present value of benefit obligation 65,080 22,375
Fair value of plan assets (41,326) (2,194)
65,080 22,375
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 147
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Benefit (asset)/liability
Present value of benefit obligation 9,838 52,338
Fair value of plan assets (11,935) (48,432)
Approval by Shareholders
The options granted under the above Schemes are for a term no longer than 10 years from date of grant.
148 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Information regarding the 1989 Scheme, 1999 Scheme, APBL Scheme and F&NHB Scheme
(i) The Exercise price is equal to the market value of a share based on the average of the last done price
on the exchange which the respective shares are traded, for the five market days preceeding the option
offer date.
(ii) The grantee may exercise an option during the Exercise Period which commences 33 months after the
Offer Date.
(iii) Options expire 119 months after the Offer Date, except F&NHB Scheme options which expire 59
months after the option Offer Date.
(i) The Exercise Price will be determined by FPCL Board, but shall not be less than the highest of:
(1) the closing price as stated in the daily quotation sheet of the Stock Exchange of Hong Kong
Limited (“HKEX”) on the date of grant, which must be a trading day;
(2) the average closing prices as stated in the HKEX’s daily quotation sheets for the five trading
days immediately preceeding the date of grant; or
(ii) The vesting period of the share options is in the following manner:
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 149
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Information with respect to the number of options granted under the respective share options scheme
is as follows:
Balance as at Adjustment
1.10.2005 or due to Balance Previous Adjusted
Offer Date Options Options Sub-division as at Exercise Exercise
Options Offer Date if later Lapsed Exercised of Shares * 30.9.2006 Price Price * Exercise Period
1989 Scheme
1999 23.12.1998 16,873 – (9,288) 30,340 37,925 $3.86 $0.77 23.09.2001 – 22.11.2008
1999 Scheme
Year 1 23.11.1999 – – – – – – – 23.08.2002 – 22.10.2009
Year 2 21.11.2000 27,818 – (12,347) 61,884 77,355 $6.43 $1.29 22.08.2003 – 21.10.2010
Year 3 08.10.2001 128,514 – (80,606) 191,632 239,540 $6.98 $1.40 09.07.2004 – 08.09.2011
Year 3A 28.01.2002 11,845 – (6,966) 19,516 24,395 $7.81 $1.56 29.10.2004 – 08.09.2011
Year 3B 02.07.2002 130,651 – – 522,604 653,255 $7.79 $1.56 03.04.2005 – 02.06.2012
Year 4 01.10.2002 1,088,866 – (540,821) 2,192,180 2,740,225 $7.54 $1.51 01.07.2005 – 31.08.2012
Year 5 08.10.2003 1,985,728 (50,736) (579,254) 5,422,952 6,778,690 $10.58 $2.12 08.07.2006 – 07.09.2013
Year 6 08.10.2004 2,057,153 (188,422) – 7,474,924 9,343,655 $14.08 $2.82 08.07.2007 – 07.09.2014
Year 7 10.10.2005 2,394,857 (201,163) – 8,774,776 10,968,470 $17.32 $3.46 10.07.2008 – 09.09.2015
The weighted average fair value of options granted during the year was $3.15 (2005: $2.38).
The weighted average share price for options exercised during the year was $3.78 (2005: $3.13).
150 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Balance as at
1.10.2005 or Balance
Offer Date Options Options as at Exercise
Options Offer Date if later Lapsed Exercised 30.9.2006 Price Exercise Period
The weighted average fair value of options granted during the year was RM0.62 (2005: RM0.47).
The weighted average share price for options exercised during the year was RM6.06 (2005: RM5.09).
Balance as at Adjustment
1.10.2005 or due to Balance Previous Adjusted
Offer Date Options Options Rights as at Exercise Exercise
Options Offer Date if later Lapsed Exercised Issue # 30.9.2006 Price Price # Exercise Period
2003 31.12.2003 12,600,000 (2,599,720) – 837,289 10,837,569 HK$0.1706 HK$0.1580 31.12.2004 - 30.12.2013
2004 31.12.2004 12,000,000 (1,323,832) – 873,831 11,549,999 HK$0.1670 HK$0.1547 31.12.2005 - 30.12.2014
2005 31.12.2005 13,100,000 (323,832) – 1,040,656 13,816,824 HK$0.1450 HK$0.1343 30.12.2006 - 29.12.2015
The weighted average fair value of options granted during the year was HK$0.09 (2005: HK$0.10).
No options were exercised during the year.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 151
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Balance Balance
as at Options Options as at Exercise
Options Offer Date 1.10.2005 Lapsed Exercised 30.9.2006 Price Exercise Period
Included within the number of equity-settled options as at 1 October 2005 are equity-settled options that
have not been recognised in accordance with FRS 102 as these equity-settled options were granted on or
before 22 November 2002. These options have not been subsequently modified and therefore do not need to
be accounted for in accordance with FRS 102.
The fair value of share options, granted during the year, (including both equity and cash-settled options) as
at the date of grant, is determined using the Binomial valuation model, taking into account the terms and
conditions upon which the options were granted. The inputs to the model used are as follows:
Fraser and Neave, Limited Executives’ Share Option Scheme, 1989 and 1999
152 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
The expected life of the option is based on historical data and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumptions that the historical volatility is indicative of
future trends, which may also not necessarily be the actual outcome.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 153
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Information with respect to the number of options granted under the APBL PSOP is as follows:
(i) The Exercise Price is equal to the average closing market price for the thirty market days immediately
before the grant.
(ii) The grantee may exercise an option during the Exercise Period which commences 33 months after the
date of grant.
(iv) Upon exercise of the options, an amount in cash equal to the excess (if any) of the average of the
closing price for the thirty days immediately preceding the date the options are exercised over the
Exercise Price, would be paid to the grantee. In the event the excess exceeds the Exercise Price, the
amount payable to the grantee shall not exceed the Exercise Price.
Balance as at
1.10.2005 or Balance
Offer Date Options Options as at Exercise
Options Offer Date if later Lapsed Exercised 30.9.2006 Price Exercise Period
The weighted average fair value of options granted during the year was $0.94 (2005: $0.62).
The carrying amount of the liability recognised in the Group’s balance sheet relating to cash-settled
option granted under the PSOP as at 30 September 2006 is $4,493,000 (2005: $364,000). No option
granted under this plan had vested as at 30 September 2006.
154 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(Restated)
The deferred tax liabilities of certain subsidiary companies at the end of the financial year are related to the
following:
Some overseas subsidiary companies have net deferred tax assets relating to the following:
The deferred tax taken to equity during the year relating to (i) revaluation surpluses was $1,818,000
(2005: $3,448,000) and (ii) fair value adjustment was $17,651,000 (2005: $nil).
Deferred tax liabilities of $37,673,000 (2005: $40,759,000) have not been recognised in the consolidated
financial statements for the withholding and other taxes that would be payable on the unremitted earnings as
such amounts are permanently reinvested; such unremitted earnings totalled $191,035,000 at 30 September
2006 (2005: $206,464,000).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 155
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Commitments not provided for in the financial statements:
681,127 671,351
1,591,258 2,019,358
(i) On completion of the development, one of the Group’s subsidiary company is committed to deliver
45,000 sq ft of built up units on the land acquisition.
(ii) The Group provided a Corporate Guarantee for Baht 374,142,440 as security for bank facility granted
to a joint venture company in respect of the acquisition of land.
(iii) The Group provided Letters of Financial Support for certain of its subsidiary companies.
156 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Operating Leases
Lease commitments under non-cancellable operating leases where the Group is a lessee:
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Payable within one year 16,329 15,703
Payable between one and five years 27,316 29,338
Payable after five years 40,376 31,408
84,021 76,449
The operating leases do not contain any escalation clauses and do not provide for contingent rents. Lease terms
do not contain restrictions on the Group activities concerning dividends, additional debts or entering into other
leasing agreements.
Lease commitments under non-cancellable operating leases where the Group is a lessor:
341,425 343,884
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 157
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Finance Leases
Lease commitments under non-cancellable finance leases where the Group is a lessee:
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Minimum lease payments due:
Payable within one year 1,275 1,025
Payable between one and five years 3,027 2,837
Payable after five years – –
4,302 3,862
Less: Future finance charges (388) (398)
3,914 3,464
The finance leases do not contain any escalation clauses and do not provide for contingent rents. Lease terms
do not contain restrictions on the Group activities concerning dividends, additional debts or entering into other
leasing agreements.
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Directors
Sale of condominium units 1,247 15,175
Joint venture companies
Rental received 892 596
Management fees received 2,200 2,200
Sale of bottles 19,740 17,443
Management fees paid 284 250
Purchase of cullets 57 47
These transactions were based on agreed fees or terms determined on a commercial basis.
158 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
The Group has established processes to monitor and control hedging transactions in a timely and accurate manner.
These policies are reviewed regularly by the Audit and Executive Committees to ensure that the Group’s policies and
guidelines are adhered to. The Group’s accounting policies in relation to derivatives are set out in Note 2.
At 30 September 2006, the Group had entered into foreign currency forward exchange buy contracts amounting
to $41 million (2005: $87 million) and foreign currency forward exchange sell contracts amounting to $40 million
(2005: $58 million). The fair value adjustments of the buy contracts and sell contracts (which is the difference
between the notional principal amount and market value of the contracts) are loss of $212,000 (2005: $1,672,000)
and $8,000 (2005: $763,000) respectively.
The fair values of foreign currency forward exchange contracts have been calculated using rates quoted by the
Group’s bankers to terminate the contracts at the balance sheet date.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 159
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Liquidity Risk
The Company’s and the Group’s exposure to liquidity risk arises in the general funding of the Company’s and the
Group’s business activities. It includes the risks of being able to fund business activities in a timely manner.
The Group adopts a prudent approach to managing its liquidity risk. The Group always maintain sufficient cash and
marketable securities, and have available funding through diverse sources of committed and uncommitted credit
facilities from various banks.
As at 30 September 2006, the Group’s net borrowings to shareholders’ fund and total equity ratios are as follows:
THE GROUP
2006 2005
($’000) ($’000)
(Restated)
Cash & bank deposits 834,891 577,367
Borrowings (3,823,277) (3,354,997)
Credit Risk
The Company’s and the Group’s maximum exposure to credit risk in the event that the counterparties fail to perform
their obligations as of 30 September 2006 in relation to each class of recognised financial assets, other than
derivatives, is the carrying amount of those assets as indicated in the balance sheet. The Company and the Group
have no significant concentration of credit risk. The Company and the Group have policies in place to ensure that
sales of products and services are made to customers with an appropriate credit history.
With respect to derivative financial instruments, credit risk arises from the potential failure of counterparties to meet
their obligations under the contract or arrangement. The Group’s maximum credit risk exposure for foreign exchange
contracts and interest rate swap contracts are limited to the fair value adjustments of these contracts. It is the
Company’s and the Group’s policy to enter into financial instruments with a diversity of credit worthy counterparties.
The Company and the Group do not expect to incur material credit losses on their financial assets or other financial
instruments.
The Company and the Group do not have significant exposure to any individual customer or counterparty.
160 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Under the interest rate swaps, the Company and the Group agree with other parties to exchange, at specified
intervals, mainly quarterly, the difference between fixed rate and floating rate interest amounts calculated by reference
to the agreed notional principal amounts.
The Company and the Group have the following interest rate swap arrangements in place:
Notional Amount
Within one year 90,000 10,000 90,000 –
Between one and three years 325,000 165,000 325,000 90,000
After three years 241,309 645,238 150,000 465,000
Fair value gain on interest rate swap contracts 6,441 8,373 5,735 7,474
Fair value loss on interest rate swap contracts (3,312) (5,477) (3,312) (4,950)
The fair values of interest rate swap contracts as at the balance sheet date have been calculated using rates quoted
by the Group’s bankers to terminate the contracts at the balance sheet date.
At 30 September 2006, the fixed interest rate of the outstanding interest rate swap contracts is 3.7%
(2005: 2.1% to 3.0%), while the floating interest rates are mainly linked to Singapore and London Interbank
Offered Rates.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 161
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE GROUP
Variable rates Fixed rates
Less than Less than Between 1 After
1 year 1 year and 5 years 5 years
($’000) ($’000) ($’000) ($’000)
Liabilities
Borrowings 1,505,128 408,036 1,521,738 360,044
Liabilities
Borrowings 1,300,719 576,959 1,234,672 223,908
162 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
THE COMPANY
Variable rates Fixed rates
Less than Less than Between 1 After
1 year 1 year and 5 years 5 years
($’000) ($’000) ($’000) ($’000)
Liabilities
Borrowings 394,923 – 299,554 349,614
Liabilities
Borrowings 412,340 – 300,000 200,000
Interest on financial instruments classified as floating rate is repriced at intervals of less than one year. Interest
on financial instruments classified as fixed rate is fixed until the maturity of the instrument. The other financial
instruments of the Group that are not included in the above tables are non-interest bearing and are therefore not
subject to interest rate risk.
The Company and the Group are in a net interest expense position for the years ended 30 September 2006
and 2005.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 163
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Market Risk
The Company and the Group are exposed to market risk and the risk of impairment in the value of investments held.
The Company and the Group manage the risk of impairment by evaluation of investment opportunities, continuously
monitoring the performance of investments held and assessing market risk relevant to which the investments
operate.
Fair Values
The following methods and assumptions are used to estimate the fair value of each class of financial instruments for
which it is practicable to estimate that value:
(a) Cash and Bank Balances, Other Debtors and Other Creditors
The carrying amounts of these items approximate fair value due to their short term nature.
The unquoted investment do not have quoted market prices in an active market nor are there other methods
of reasonably estimating the fair value readily available. It is not practicable to determine fair value with
sufficient reliability without incurring excessive costs.
164 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
In September 2004, four banks, Bayerische Hypo-und Vereinsbank Aktiengesellschaft, Skandinaviska Enskilda Banken,
Mizuho Corporate Bank Ltd and Sumitomo Mitsui Banking Corporation, commenced separate actions against APBS
for a total sum amounting to approximately $117.1 million.
Drew & Napier LLC has been instructed to defend APBS in each of these actions. Parties are in the midst of
interrogatories and there is a pending appeal in respect of discovery. Our lawyers have advised that based on the
existing documents and instructions, APBS has good arguable defences and will be vigorously defending the claims.
Consequently, no provision in the financial statements is considered necessary.
(b) On 13 October 2006, F&NHB acquired two wholly-owned companies, namely Arolys Singapore Pte Ltd
(“Arolys”) and Lion Share Management Limited (“LSM Ltd”). Arolys was incorporated in Singapore and LSM
Ltd was incorporated in the British Virgin Islands. Both companies have issued and paid up share capital of one
Singapore Dollar and one US Dollar respectively.
(c) On 16 October 2006, the following were announced by F&NHB through Bursa Malaysia:
(i) F&NHB and F&N Thai, entered into a Master Agreement with Nestle (Thai) Limited (“Navanakorn
Vendor”) and Nestle Dairy (Thailand) Limited (“Pakchong Vendor”) for the following:
(a) Proposed acquisition by F&N Thai of the canned liquid milk production assets (“Navanakorn
Assets”) from the Navanakon Vendor together with the relevant raw materials, packaging,
partially completed products, finished products and spare parts (“Navanakorn Transferable
Stocks”) owned by the Navanakorn Vendor; and
(b) Proposed acquisition by F&N Thai of the chilled dairy and juice production assets together with
the building on which the production assets are located (“Pakchong Assets”) from Pakchong
Vendor together with the relevant raw materials, packaging, partially completed products,
finished products and spare parts (“Pakchong Transferable Stocks”) owned by Pakchong
Vendor.
(Both the Navanakorn Assets and Pakchong Assets shall collectively be referred to as the “Thai
Assets”, whilst both Navanakorn Transferable Stock and Pakchong Transferable Stocks shall
collectively referred to as the “Transferable Stocks”).
The cash consideration for the Thai Assets is approximately $42 million (RM 97.56 million) and
the cash consideration for the Transferable Stock is $46.5 million (RM107.87 million).
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 165
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
(ii) F&NHB and LSM Ltd, entered into a sale agreement with Societe des Produits Nestle S.A. to acquire
the “Tea Pot” brand from Societe Nestle for a cash consideration of approximately $36.8 million
(RM85.45 million).
(iii) F&NHB entered into a conditional sale and purchase agreement with Nestle S.A. to acquire the remaining
6,000,000 ordinary shares of RM1 each in Premier Milk (Malaya) Sdn Bhd, for a cash consideration of
approximately $8.2 million (RM19.12 million).
The above proposed acquisitions are still pending approvals from shareholders and relevant authorities.
(d) On 27 October 2006, the Group’s subsidiary company, Times Publishing Ltd, through its wholly-owned
subsidiary company, Times The Bookshop Pte Ltd (“TTB”), acquired 49% of the issued share capital of Pacific
Bookstores Pte Ltd (“Pacific Bookstores”). TTB has also been granted (i) an option (“Call Option 1”) to acquire,
within 2 years of completion of the acquisition, further shares in the capital of Pacific Bookstores so as to
increase its shareholding to 60%, and (ii) a further option to acquire, at any time after exercising Call Option 1
but before the expiry of 5 years from date of of completion of the acquisition, the balance 40% of the issued
share capital of Pacific Bookstores.
Pacific Bookstores carries on the business of selling books and stationery through bookstores in schools and
online cyber bookstores.
The consideration for the acquisition is $2.65 million, subject to adjustment under a profit warranty. The net
asset value of Pacific Bookstores as at 30 September 2006 is estimated to be $3.87 million.
(e) On 1 November 2006, the Group’s subsidiary company, F&N Dairy Investments Pte Ltd (“F&NDI”), entered into
a conditional agreement with its associated company, China Dairy Group Ltd (“CDG”) to acquire CDG’s entire
interest in Tien Chun Pte Ltd (“TCPL”).
TCPL has jointly with Xi’an Yinqiao Biological Science & Technology Co., Ltd (“Yinqiao”), an ultimate
wholly-owned subsidiary company of CDG, established PaediaNutrition Company, Limited
(“PaediaNutrition”). It is proposed that the Group grants PaediaNutrition licence to use certain of the
Group’s trademark, and PaediaNutrition will enter into certain business agreements with Yinqiao in relation
to the contract packing of Yinqiao’s milk powder products by PaediaNutrition and the distribution of
PaediaNutrition’s milk products by Yinqiao in certain authorised territories. This agreement is conditional upon
shareholders’ approval being obtained by CDG.
166 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Currently, investment properties are accounted for as set out in Note 2.10. Under FRS 40, changes in fair
values of investment properties are required to be included in the profit statement. On transition to FRS 40 on
1 October 2007, the amount accumulated in the asset revaluation reserve, as at 30 September 2007, relating
to investment property will be adjusted against the opening retained earnings at 1 October 2007.
The relevant standard for revenue recognition by property developers is FRS 18 (Revenue), which addresses
revenue recognition generally and for all types of entities. However, there is no clear conclusion in
FRS 18 whether the POC method or the completion of construction method is more appropriate for property
developers. The issue is being addressed by the International Accounting Standards Board.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 167
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
GROUP
2006
($’000)
Profit statement
Decrease in revenue recognised for the year (428,800)
Decrease in profit for the year (129,356)
Balance sheet
Decrease in opening accumulated profits (79,380)
Decrease in properties under development
At 1 October 2005 (114,231)
At 30 September 2006 (291,496)
Decrease in minority interests
At 1 October 2005 (4,328)
Share of profit for the year (6,678)
Effective
Shareholding
2006 2005 Principal Activities
168 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 169
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
170 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 171
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
172 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 173
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
174 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
(1) Company is treated as a subsidiary of the Group by virtue of management control over financial and operating policies of the company.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 175
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
176 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 177
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
178 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
* Asia Pacific Investment Pte Ltd (“APIPL”) which holds 64.8% of the issued capital of Asia Pacific Breweries Limited is owned equally by Fraser and Neave, Limited
and the Heineken group. Under the provisions of the Companies Act, Cap. 50, Fraser and Neave, Limited is the ultimate holding company by reason of its rights to
appoint a majority of the directors of APIPL.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 179
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
180 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 181
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 30 September 2006
Effective
Shareholding
2006 2005 Principal Activities
Notes:
(A) Audited by Ernst & Young in the respective countries.
(B) Not required to be audited under the laws of the country of incorporation.
(C) Audited by other firms of auditors.
182 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
PARTICULARS OF GROUP PROPERTIES
The main properties as at 30 September 2006 and their net book values are indicated below:
(“F&N” refers to Fraser and Neave Group, “APBL” refers to Asia Pacific Breweries Group, “FCL” refers to Frasers Centrepoint
Limited Group , “TPL” refers to Times Publishing Group and “FPCL” refers to Frasers Property (China) Limited)
Land Building
($’000) ($’000)
FREEHOLD
Singapore
F&N – Other properties 29 –
TPL – 1.1 hectares industrial property at Times Centre, 1 New Industrial Road 6,100 6,497
Peninsular Malaysia
F&N – 18.0 hectares industrial property at Lion Industrial Park, Shah Alam 20,928 29,162
– 2.1 hectares industrial property at 3724 to 3726 Sungei Nyior, Butterworth 2,033 1,033
– 2.7 hectares industrial property at Jln Lahat, Ipoh 1,213 1,111
– 5.8 hectares industrial property at Jln Tampoi, Johor Bahru 2,268 3,336
– 0.6 hectare industrial property at Jln Liat, Seremban 1,478 124
– 0.6 hectare industrial property at Jln Tampoi, Johor Bahru 452 1,756
– 1.1 hectares vacant land, Johor Bahru 8,358 –
– Other properties 193 1,547
TPL – 3.4 hectares industrial property at Lot 46 Subang Hi-Tech Industrial Park,
Batu Tiga, Shah Alam 1,659 3,297
East Malaysia
F&N – 1.1 hectares industrial property at Matang Land District, Sarawak 1,886 803
Thailand
F&N – 9.1 hectares industrial property at Amphur Nong Khae, Saraburi Province 4,313 –
New Zealand
APBL – 17.4 hectares industrial property for Waitemata Brewery site at Auckland 3,736 20,419
– 9.1 hectares industrial property for Mainland Brewery at Timaru 164 2,153
– 10.8 hectares industrial property for Tui Brewery at Pahiatua 326 –
– 7.0 hectares industrial property for Aurangabad Brewery at Arlem, Goa 1,553 762
Australia
TPL – 0.2 hectare commercial property at Unites 7 & 8 Monash Business Park,
29 Business Park Drive, Nottinghill, Melbourne – Victoria 913 471
– 1.7 hectares industrial property at 1 Diamond Drive, Sunshine – Victoria 1,269 12,200
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 183
PARTICULARS OF GROUP PROPERTIES
Land Building
($’000) ($’000)
LEASEHOLD
Singapore
F&N – 4.0 hectares industrial property at 214 Pandan Loop
(Lease expires year 2010) – 15,504
– Other properties 2,186 –
Peninsular Malaysia
F&N – 3.6 hectares industrial property at 70 Jln University, Petaling Jaya
(Lease expires year 2058) 8,684 7,408
– 1.6 hectares industrial property at 16 Jln Bersatu 13/4, Petaling Jaya
(Lease expires year 2058) 4,584 2,083
– 1.9 hectares industrial property at Lot 5, Jalan Kilang,
460500 Petaling Jaya, State 3136
(Lease expires year 2058) 2,959 1,785
– Other properties 1,296 520
East Malaysia
F&N – 1.8 hectares industrial property at Penrissen Road, Kuching
(Lease expires year 2038) 742 3,110
– 2.6 hectares industrial property at Tuaran Road, Kota Kinabalu
(Lease expires year 2062) 1,378 855
– 1.2 hectares industrial property at KNLD, Kuching
(Lease expires year 2038) 3,270 –
– 2.4 hectares industrial property at Matang Land District, Sarawak
(Lease expires year 2038) 2,257 291
– Other properties 268 381
Cambodia
APBL – 11.3 hectares industrial property at Kandal Province
(Land rights expires year 2065) – 8,226
184 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
PARTICULARS OF GROUP PROPERTIES
Land Building
($’000) ($’000)
LEASEHOLD (cont’d)
Vietnam
F&N – 3.4 hectares industrial property at Ton That Thuyet, Vietnam
(Lease expires year 2006) 113 3,958
– 6.0 hectares industrial property at VSIP, Thuan An District,
Binh Duong Province
(Lease expires year 2045) 5,582 6,144
Thailand
F&N – 0.9 hectare industrial property at No.19/111 Moo 7 Thakarm Road,
Samaedam, Bangkhuntien, Bangkok 10150
(Lease expires year 2029) 550 2,513
Myanmar
F&N – 5.0 hectares industrial property at Mingaladon Township, Yangon
(Lease expires year 2023) 2,017 11,036
China/Hong Kong
F&N – Residential property at Liu Shu Town, SheHong Country, Sichuan Province, China
(Lease expires year 2058) – 45
TPL – Residential property at Unite 1AF Riverside Garden, Shenyang, China – 207
– Residential property at Vanke Garden, Shenyang, China – 103
– 0.4 hectare industrial property at 13A Xingshun Street, Tiexi District,
Shenyang, China
(Lease expires year 2009) 43 724
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 185
PARTICULARS OF GROUP PROPERTIES
Land Building
($’000) ($’000)
LEASEHOLD (cont’d)
China/Hong Kong (cont’d)
TPL – Warehouse at Unit D, 2nd Floor, Freder Centre, 68 Sung Wong Toi Road,
Tokwawan, Kowloon, Hong Kong
(Lease expires year 2022) – 117
– Industrial property at Dachong Western Industrial District, Nansha Panyu,
Guangdong, China
(Lease expires year 2044) 1,414 8,046
– Industrial property at Unit A1,C5, Ko Fai Industrial Building
7 Ko Fai Road, Yau Tong, Kowloon, Hong Kong
(Lease expires year 2048) – 661
– 1.9 hectares commercial property at 18 Jianshe Zhong Road, China 3,483 3,039
– Factory at 665 Kong Jiang Road, Yang Pu District, Shanghai 200093
(Lease expires year 2030) 568 2,393
– Factory at 1 Zhao Yu Street, Yuci Economic Development Zone,
Jin Zhong City, Shanxi Province
(Lease expires year 2026) – 864
Sri Lanka
APBL – 2.3 hectares industrial property at Mawathagama
(Lease expires year 2027) 23 386
India
APBL – 7.0 hectares industrial property at Waluj, Aurangabad, Maharashtra
(Lease expires year 2028) 113 585
186 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
PARTICULARS OF GROUP PROPERTIES
Land Building
($’000) ($’000)
Singapore
FCL – A 24-storey office building at 438 Alexandra Road,
Freehold lettable area – 18,408 sqm 79,130 55,350
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 187
PARTICULARS OF GROUP PROPERTIES
Land Building
($’000) ($’000)
Vietnam
FCL – A 22-storey retail/office building plus 2 basements at 2 Ngoc Duc Ke Street,
District 1, Ho Chi Minh City
Leasehold (Lease expires year 2045), lettable area – 18,555 sqm 2,990 32,352
China
FPCL – A 5-storey building for I.T research and development centres and offices, and
for ancillary uses at Shenzhen Hi-Tech Industrial Park GaoXin South Ring
Road/ Keji South Road, ShenZhen
Leasehold (Lease expires year 2049), lettable area – 69,248 sqm 2,356 55,987
– A 13-storey office and/or research and development facilities with two levels
of basement car parks and ancillary facilities at Tsinghua Science Park
No 1 Zhongguancun East Road, Haidian District, Beijing
Leasehold (Lease expires year 2053), lettable area – 33,090 sqm 56,518 20,621
Hong Kong
TPL – Shop unit at Houston Centre, Tsimshatsui East, Kowloon
Leasehold (Lease expires year 2053), lettable area – 68 sqm – 509
Australia
FCL – Bridgepoint Shopping Centre, MosMan, Sydney
Freehold, lettable area – 6,672 sqm 25,470 18,757
188 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
PARTICULARS OF GROUP PROPERTIES
Effective Group
interest
%
Singapore
FCL – The Petal
Freehold land of approximately 20,454.4 square metres situated at 85 Hillview Avenue.
The development has a gross floor area of 39,365 sqm and consists of 270 condominium units. 100
– Euphony Gardens
Leasehold land of approximately 26,383.6 square metres situated at Jalan Mata Ayer.
The development has a gross floor area of 36,937 sqm and consists of 304 condominium units. 100
– Yishun Sapphire
Leasehold land of approximately 22,383 square metres situated at Yishun.
The development has a gross floor area of 47,004 sqm and consists of 380 condominium units. 100
– Yishun Emerald
Leasehold land of approximately 21,038.5 square metres situated at Yishun.
The development has a gross floor area of 52,596 sqm and consists of 436 condominium units. 100
– Compass Heights
Leasehold land of approximately 27,067.3 square metres situated at Sengkang Square for a
mixed development comprising a block of 4-storey commercial building with 4 basements and
2 blocks of 15-storey, 536 condominium units.
The condominium development has a gross floor area of 68,209 sqm. 100
– Lake Holmz
Leasehold land of approximately 17,000 square metres situated at Boon Lay Way/Corporation
Road.
The development has a gross floor area of 48,455 sqm and consists of 369 condominium units. 100
– Ris Grandeur
Freehold land of approximately 26,441.5 square metres situated at Elias Road.
The development has a gross floor area of 60,968 square metres and consists of
453 condominium units. 80
Australia
FCL – The Habitat
Freehold land of approximately 862 square metres situated at Chandos Streets, North Sydney.
The development has a gross floor area of 7,855 sqm and consists of 60 condominium units. 75
Peninsular Malaysia
TPL – Freehold commerical property of approximately 645 sqm situated at 59/61 Jalan Nilam 1/2,
Subang Square, Subang Hi-Tech Industrial Park, 40000 Shah Alam 30
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 189
PARTICULARS OF GROUP PROPERTIES
Effective Group
interest
%
China/Hong Kong
FPCL – Scenic Place
Leasehold land of approximately 26,052 square metres situated at No.305 Guang An Men
Wai Avenue.
The development has a gross floor area of 95,855 sqm and consists of 788 residential units
and 154 carpark lots. 56
– Ninth ZhongShan
Leasehold land of approximately 73,152 square metres situated at No.2 Xinglin Street
Zhongshan District.
The development has a gross floor area of 63,054 sqm and consists of 439 residential units
and 107 carpark lots. 56
– Greenery Place
Leasehold land of approximately 6,796 square metres situated at Town Park Road South,
Yuan Long, Hong Kong.
The development has a gross floor area of 22,106 sqm and consists of 330 residential units
and 133 carpark lots. 56
United Kingdom
FCL – Wandsworth
Freehold land of approximately 40,000 square metres situated at South Bank of River Thames.
The development has a gross floor area of 27,000 sqm and consists of 402 condominium units. 50
TPL – Freehold property of approximately 15,817 square metres situated at Hartlebury, Worcestershire. 100
190 Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006
PARTICULARS OF GROUP PROPERTIES
Details of the properties under development are included in Note 14 to the Financial Statements.
Additional information as follows:
Stage of Estimated Date
Completion of Completion
Singapore
FCL – Quintet 95% 1st Quarter FY 2007
– Tangerine Grove 72% 2nd Quarter FY 2007
– 8 @ Mount Sophia 69% 3rd Quarter FY 2007
– Holland Park 27% 1st Quarter FY 2008
– St Thomas Walk – –
– The Raintree 36% 2nd Quarter FY 2008
– The Azure 32% 2nd Quarter FY 2008
– One Leicester 30% 2nd Quarter FY 2008
– West Coast Park Site 23% 3rd Quarter FY 2008
– The Infiniti 23% 3rd Quarter FY 2008
– Yishun Central Site – 1st Quarter FY 2009
– One St Michael’s 5% 2nd Quarter FY 2009
– Sensoria 73% 2nd Quarter FY 2009
– One Jervois 14% 3rd Quarter FY 2009
Malaysia
F&N – Fraser Park 95% 1st Quarter FY 2007
– Jalan Yew, Kuala Lumpur site – –
– Jalan Ampang, Kuala Lumpur site – –
Vietnam
FCL – Nguyen Sieu Street Site – –
Thailand
FCL – The Pano 10% 3rd Quarter FY 2009
Australia
FCL – Regent Theatre Site 56% 3rd Quarter FY 2008
– Wanjeep Street Site – –
– Lorne Avenue Site – –
– City Quarter Site – –
– Queen’s Precint Site – –
– Morton Site – –
China
FCL – Jingan Four Seasons (Wu Jiang Lu Site) 61% 1st Quarter FY 2007
– Xi Cheng Site – 3rd Quarter FY 2008
– Teng Qiao He Chu Hai Kou Site – –
FPCL – Scenic Place Phase 2 – –
– Vision (ShenZhen) Business Park Phase 2B and 3 – 4th Quarter FY 2007
– Song Jiang Site – –
New Zealand
FCL – Broadview Queenstown Site – –
– Tauranga in the Bay of Plenty – –
United Kingdom
FCL – Vincent Square 74% 1st Quarter FY 2007
– Wandsworth Site – 3rd Quarter FY 2008
Fraser and Neave, Limited & Subsidiary Companies Annual Report 2006 191