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Annual Report 2013 PAVILION REAL ESTATE INVESTMENT TRUST REAL ESTATE PAVILION 2013 ANNUAL REPORT Pavilion REIT Management Sdn. Bhd. (Company Number : 939490-H) 2013 Level 10, Pavilion Kuala Lumpur, 168, Jalan Bukit Bintang, 55100 Kuala Lumpur annual T : +603 2118 8888 F : +603 2118 8889 E : [email protected] W : www.pavilion-reit.com report PavillionCover(Final_12.2.14).indd 1 2/19/14 4:38 PM Business Review Corporate Governance Report and Financial Overview Statements What’s Inside OVERVIEW I 01 Vision, Mission and Investment Strategies I 02 Corporate Information I 04 Highlights I 06 Message from the Chairman I 08 Message from the CEO I 10 Board of Directors I 14 Management Team I 16 Salient Features of Pavilion REIT I 17 Pavilion REIT Structure I BUSINESS REVIEW I 18 Manager’s Report I 19 Financial Highlights I 23 Portfolio Details I 26 Asset Enhancement Exercise I 27 Highlights of the Year I 28 Corporate Social Responsibility I 29 Investors Relation and Fund Performance I CORPORATE GOVERNANCE REPORT AND FINANCIAL STATEMENTS I 31 Corporate Governance Statement I 34 Nomination Committee Report I 35 Audit Committee Report I 38 Statement of Risk Management and Internal Control I 39 Additional Information I 42 Financial Statement I 90 Analysis of Unitholdings I 93 Market Overview I 101 Glossary I 102 Notice of Annual General Meeting I Enclosed Proxy Form Disclaimer : This annual report, prepared by Pavilion REIT Management Sdn Bhd (“the Manager”) may contain certain forward-looking statements and is prepared based on the Manager’s current view of future events that may involve certain assumptions, risks and uncertainties. Unitholders and investors are advised that past performance does not necessarily signify its future performance. PavillionCover(Final_12.2.14).indd 2 2/19/14 4:38 PM Pavilion REIT 2013 Annual Report OVERVIEW VISION, MISSION AND INVESTMENT STRATEGIES The principal investment policy of STRATEGIES Pavilion REIT is investing directly and indirectly, in a diversified portfolio The Manager intends to achieve the – managing the exposures of income producing real estate vision and mission of Pavilion REIT arising from adverse used solely or predominantly for through the following strategies: market interest rates retail purposes (including mixed- through appropriate hedging use developments with a retail (a) Actively pursuing acquisition strategies component) in Malaysia and other opportunities in accordance – actively managing the range countries within the Asia-Pacific with the authorised investments of maturities to reduce region as well as real estate related of Pavilion REIT refinancing risk and optimise assets. – acquire yield accretive the cost of capital income-producing properties – explore repositioning VISION (c) Proactively managing the opportunities properties and implementing asset enhancement strategies To be the leading and most sought (b) Pursuing an efficient capital – maximise quality shopper after REIT in Malaysia. management strategy traffic at Pavilion Kuala – diversify sources of debt Lumpur Mall funding MISSION – active management of tenant – maintaining a reasonable base in order to increase To provide unitholders with regular level of debt service capability rental rates and maintain and stable distributions as well as to – securing favourable terms of high occupancy rates achieve long term growth in net asset funding – continued asset enhancement value per unit, while maintaining an – managing financial initiatives to increase net appropriate capital structure. obligations lettable area and rental potential – improving cost efficiency 1 Pavilion REIT 2013 Annual Report OVERVIEW Corporate Information BOARD OF DIRECTOR OF THE MANAGER Chairman and Non-Independent Executive Director Datuk Lim Siew Choon Non-Independent Executive Director Datin Tan Kewi Yong Dato’ Lee Tuck Fook Non-Independent Non-Executive Director Omer Abdulaziz H A Al-Marwani Mohd Nasser A M Al-Humaidi Saif Mohd A M Al-Madfaa Navid Chamdia Ooi Ah Heong Independent Non-Executive Director Dato’ Mohzani bin Abdul Wahab Dato’ Maznah binti Abdul Jalil Dato’ Choo Chuo Siong Syed Mohd Fareed bin Shaikh Alhabshi MANAGER & ITS PRINCIPAL PLACE OF BUSINESS Pavilion REIT Management Sdn Bhd (Company Number: 939490-H) Level 10, Pavilion Kuala Lumpur, 168, Jalan Bukit Bintang, 55100 Kuala Lumpur, Malaysia Telephone No.: +603 2118 8888 Facsimile No.: +603 2118 8889 E-mail: [email protected] Website: www.pavilion-reit.com MANAGER’S REGISTERED OFFICE 6-2 Level 6 East Wing, Menara ING No. 84 Jalan Raja Chulan, 50200 Kuala Lumpur, Malaysia Telephone No.: +603 2166 9818 Facsimile No.: +603 2166 6818 2 Pavilion REIT 2013 Annual Report OVERVIEW Corporate Information_continued AUDIT COMMITTEE PROPERTY MANAGER Dato’ Mohzani bin Abdul Wahab (Chairman) Henry Butcher Malaysia Sdn Bhd Dato’ Maznah binti Abdul Jalil (Company Number: 160636-P) Dato’ Choo Chuo Siong No. 25 Jalan Yap Ah Shak Omer Abdulaziz H A Al-Marwani Off Jalan Dang Wangi 50300 Kuala Lumpur, Malaysia NOMINATION COMMITTEE AUDITOR Dato’ Maznah binti Abdul Jalil (Chairperson) KPMG (Firm No. AF 0758) Dato’ Mohzani bin Abdul Wahab Chartered Accountants Dato’ Choo Chuo Siong Level 10, KPMG Tower Omer Abdulaziz H A Al-Marwani 8, First Avenue, Bandar Utama Ooi Ah Heong 47800 Petaling Jaya Selangor Darul Ehsan, Malaysia COMPANY SECRETARY OF THE MANAGER PRINCIPAL BANKERS Lim Mei Yoong (Licensed Secretary No: LS 02201) Affin Bank Berhad 6-2 Level 6 East Wing, Menara ING Alliance Bank Malaysia Berhad No. 84 Jalan Raja Chulan AmBank (M) Berhad 50200 Kuala Lumpur, Malaysia CIMB Bank Berhad Hong Leong Bank Berhad Malayan Banking Berhad TRUSTEE REGISTRAR AmTrustee Berhad (Company Number: 163032-V) Tricor Investor Services Sdn Bhd Level 22, Bangunan AmBank Group (Company Number: 118401-V) 55, Jalan Raja Chulan Level 17, The Gardens North Tower 50200 Kuala Lumpur, Malaysia Mid Valley City, Lingkaran Syed Putra 59200 Kuala Lumpur, Malaysia Telephone No.: +603 2036 2633 Facsimile No.: +603 2032 1914 Telephone No.: +603 2264 3883 Facsimile No.: +603 2282 1886 3 Pavilion REIT 2013 Annual Report OVERVIEW Highlights Distributable Income (RM’000) Distribution per Unit (sen) 221,315 7.36 206,553 6.87 13,140 0.44 FP 2011 FY 2012 FY 2013 FP 2011 FY 2012 FY 2013 Investment Properties (RM’000) Net Asset Value per Unit (RM) 1.17 132,000 133,000 1.10 128,000 0.96 3,433,000 3,880,000 4,000,000 FP 2011 FY 2012 FY 2013 FP 2011 FY 2012 FY 2013 Market Capitalisation (RM’000) No of Unitholders 4,175,719 5,960 3,852,396 3,270,000 4,000 3,408 FP 2011 FY 2012 FY 2013 FP 2011 FY 2012 FY 2013 4 Pavilion REIT 2013 Annual Report OVERVIEW 5 Pavilion REIT 2013 Annual Report OVERVIEW Message from the Chairman arrived in the country between January and September 2013. Tourist spending was approximately RM46.4 billion during the period, compared to RM42.4 billion for the same period in 2012. This coupled with the strong domestic consumer market will contribute to the sustained growth in the Malaysian retail industry, which is forecasted to grow by 6.0% in 2014. MARKET REVIEW The M-REIT market grew substantially during the year due to the listing of KLCC-Stapled REIT in May 2013. This resulted in the M-REIT market capitalization to increase from RM24.5 billion to RM31.8 billion, a growth of 29.8% in a year. This we hope will give the local and international investors a wider option to invest in quality M-REIT counters in Malaysia. The M-REIT counters reached an all time high during the first half of 2013. In the middle of 2013, the US Federal Reserve signaled a possible tapering of the quantitative easing program. This caused markets to ECONOMIC OVERVIEW react and the Malaysian and Asian markets were subsequently affected The global economy improved during by capital outflows. The yield for Pavilion REIT’s the year with economic growth 10-year Malaysian Government picking up during the second half of Securities rose to 4.1% at the end of asset under the 2013. In 2013, the United States 2013 as compared to 3.5% as at the with its expansionary monetary policy end of the previous year. Compared to management showed signs of recovery while the the period prior to the 13th Malaysian eurozone emerged from recession. General Election where investors is currently China’s economy expanded 7.7% preferred risk-adverse securities in 2013, surpassing the official with stable yields, yield investments RM4.1 billion target of 7.5%. The Malaysian GDP such as M-REITS were no longer is estimated to register a growth of as attractive during the second half 4.5% to 5.0% while the FTSE KLCI of the year due to the increasing with average recorded an increase of more than interest rate environment. 10% with the index closing at 1,866.9 total return from 1,688.9 on 31 December 2012. For the year ended 31 December 2013, Pavilion REIT’s asset under over 3 years of With the government’s continuous management increased from RM4.0 effort to promote tourism, billion to RM4.1 billion. Pavilion REIT 20.0% approximately 18.8 million tourists closed the year at RM1.28 per unit. 6 Pavilion REIT 2013 Annual Report OVERVIEW Message from the Chairman_continued Since listing, we have achieved an mid-2016. The construction of the as well as fuel prices. The M-REITs average total return over 3 years of mass rapid transit station at the sector may pass these incremental 20.0%. junction of Jalan Bukit Bintang and costs to its tenants. Jalan Sultan Ismail is also underway and is expected to be completed in According to the Economic Report INVESTMENT AND ASSET 2017. When both constructions are 2013 / 2014, the GDP for Malaysia PERFORMANCE completed, we anticipate the entire is expected to grow between 5.0% Bukit Bintang area to be a “well- to 5.5% in 2014.
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