2016 Annual Report
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CREATING NEW EXPERIENCES ANNUAL REPORT 2016 ABOUT US From local shopping centres to premium retail destinations that compete on an international stage, we aim to enrich our communities by providing unique centres with the shops, services and amenities that they need. INSIDE 01 Performance highlights 04 Chairman’s review 06 CEO and Managing Director’s review 09 Operating and financial review 20 Enhancing the portfolio 26 Digital 28 Our people 30 Sustainability 32 Corporate Governance 33 Board of Directors 36 Executive Committee 38 Tax transparency 42 Financial report 43 Directors’ report 47 Remuneration report 67 Financial statements 112 Corporate directory About this report This annual report is a summary of Vicinity Centres’ operations, activities and financial position as at 30 June 2016. In this report, references to ‘Vicinity’, ‘Group’, ‘we’, ‘us’ and ‘our’ refer to Vicinity Centres unless otherwise stated. References in this report to a ‘year’ and ‘FY16’ refer to the financial year ended 30 June 2016 unless otherwise stated. All dollar figures are expressed in Australian dollars (AUD) unless otherwise stated. Vicinity is committed to reducing the environmental footprint associated with the production of the Annual Report and printed copies are only posted to securityholders who have elected to receive a printed copy. This report is printed on environmentally responsible paper manufactured under ISO14001 environmental standards. Disclaimer This report contains forward-looking statements, including statements, indications and guidance regarding future earnings, distributions and performance. The forward-looking statements are based on information available to Vicinity Centres as at the date of this report (17 August 2016). These forward-looking statements are not guarantees or predictions of future results or performance expressed or implied by the forward-looking statements and involve known and unknown risks, uncertainties, assumptions and other factors, many of which are beyond the control of Vicinity Centres. The actual results of Vicinity Centres may differ materially from those expressed or implied by these forward-looking statements, and you should not place undue reliance on such forward-looking statements. Except as required by law or regulation (including the ASX Listing Rules), we undertake no obligation to update these forward-looking statements. Welcome to Vicinity Centres’ inaugural Annual Report PERFORMANCE HIGHLIGHTS Statutory net profit Total return Portfolio occupancy $960.9m 12.8% 99.4% June 2015: 98.9% Net property income growth1 Underlying earnings growth Distribution per security growth 3.5% 9.5% 4.7% June 2015: 2.5% June 2015: 6.2% June 2015: 4.3% 1. On a comparable basis which excludes acquisitions, divestments and development-impacted centres. Cover image: Emporium Melbourne, VIC Chadstone, VIC Vicinity Centres Annual Report 2016 | 01 AN ACTIVE FIRST 12 MONTHS AS VICINITY CENTRES Assets under management Total value Retail assets $23.6b 91 Annual retail sales Gross lettable area Leases $18.2b 2.9m sqm 9,100+ June 2015 November 2015 December Merger of Novion Property Rebrand to 2015 Group and Federation Vicinity Centres. Merger Centres completed. refinancing completed. Two assets acquired in Perth for $303m1. PRIL MAY A J CH UN AR E M Y R 2 A U 0 R 1 B 5 E F J Y U R LY A U AN J AU G US 16 T 0 2 S EP TEM BE R O R CTOB CEMBE ER NOVEMBER DE December 2015 Reiterated strategy and announced ~$750m to $1b divestment program. 1. Excluding acquisition costs. 02 | Vicinity Centres Annual Report 2016 Direct portfolio Total value Retail assets $14.6b 81 Annual specialty store sales1 Occupancy rate Net property income growth1,2 per $8,865 sqm 99.4% 3.5% February 2016 March 2016 June 2016 Strong FY16 interim result $103m of developments DFO Brisbane business and 18 months ahead on completed.3 acquired. operational cost synergies. PRIL MAY A J CH UN AR E M Y R 2 A U 0 R 1 B 5 E F May 2016 J Y Entered a joint venture U R LY A April 2016 U to develop a DFO at AN J Inaugural European medium Perth Airport. AU term note launched with G Executed $926m of US 16 £350m issuance. T 0 2 divestments and extended S $350m Mandurah Forum divestment program to EP TEM BE development commenced. ~$1.5b. R O R CTOB CEMBE ER NOVEMBER DE 1. On a comparable basis which excludes acquisitions, divestments and development-impacted centres. 2. Growth reflects comparison of FY16 to FY15. 3. Vicinity’s share is $60 million. Vicinity Centres Annual Report 2016 | 03 CHAIRMAN’S REVIEW Peter Hay Chairman Dear Securityholders to say that Vicinity has performed well I am pleased to present to you Vicinity Centres’ (Vicinity) in excess of those targets delivering a 12.8% total return3 and 9.0% growth inaugural Annual Report. The first 12 months since the in underlying EPS. merger of Federation Centres and Novion Property Group in June 2015 has been an active time for the Group. We launched an asset divestment program of up to $1 billion, which was upsized to approximately $1.5 billion on the back Substantial progress has been made The team has made great progress of successfully selling five assets for on integration activities and capturing delivering on the benefits of the merger. $926.4 million, collectively at a 1% the synergies of the merger, in addition We have already exceeded the operational premium to book value. To date we have to improving key portfolio metrics cost synergies targeted, more than agreed approximately $1.2 billion of asset significantly and delivering on our portfolio 24 months ahead of program. We have sales4. While there is some short-term enhancement strategy. We have also completed the merger refinancing program dilution in earnings prior to reinvestment refinanced to strengthen the balance sheet. and also advanced integration activities. of the sale proceeds, we believe this will be These achievements have been reflected far outweighed by the likely improvement in the strong results delivered for the One of our first priorities for the year was to in growth and resilience of a better quality 12 months to 30 June 2016. establish our portfolio strategy to continue portfolio over the long term. to position us as a leading Australian retail Vicinity delivered a statutory net profit of property group. Following a comprehensive This divestment program is complemented $960.9 million and underlying earnings of review of the portfolio, in December 2015 by reinvestment opportunities in the form 1 $757.5 million, up 9.5% , driving underlying we reiterated our strategic focus of creating of selective acquisitions and development. earnings per security (EPS) of 19.1 cents long-term value and sustainable growth by We increased our weighting to Outlet for the year. This was supported by owning, managing and developing quality Centres, a sub-sector where Vicinity has 2 comparable net property income growth of Australian assets across the retail spectrum. a clear competitive advantage, securing 3.5% compared to 2.5% in the prior year, We established financial hurdles, targeting two additional DFO opportunities during and the material reduction in expenses as total returns of over 9.0% p.a. and underlying the year. We also acquired two strongly a result of the merger. Full year distribution EPS growth of over 3.0% p.a., both on a performing Sub Regional centres in Perth. per security was 17.7 cents, up 4.7%1, on a through-cycle basis. This year I am pleased lower underlying earnings payout ratio. The merger created a leading Australian retail property group with 91 retail assets under management totalling $23.6 billion in value (Vicinity share: $14.6 billion) as at 30 June 2016 1. Comparisons to aggregate of Federation Centres (Federation) and Novion Property Group (Novion) for the 12 months to 30 June 2015. 2. Comparable portfolio excludes acquisitions, divestments and development-impacted centres. 3. Calculated as: (Change in net tangible assets during the period + distributions)/Opening net tangible assets. Excluding unrealised mark-to-market of derivatives, unrealised foreign exchange and transaction costs from the change in NTA, the total return is 14.6%. 4. Excludes five assets sold for $218.1 million in the first half of FY16 and includes the in principle agreement to sell stakes in two assets to ISPT for $224.6 million. 04 | Vicinity Centres Annual Report 2016 We are also directing asset sale proceeds into our substantial development pipeline of $3.7 billion (Vicinity share: $1.7 billion) to enhance the portfolio and grow organically, including further investment into Australia’s number one retail asset by turnover, Chadstone Shopping Centre. During the year, we established our strategies for people, digital and sustainability which provide a robust framework for business activities going forward. Our people strategy is designed to attract and nurture talented and highly engaged people. Our digital strategy embraces the role of technology in the retail environment with a vision of creating a seamlessly integrated physical and digital retail property platform. While on sustainability, our strategy focuses on creating shared value and positively impacting on our communities. In the year ahead, we expect the economic and retail growth outlook to remain relatively stable although key economic indicators are likely to continue to report mixed signals. While this may see consumers continue to be cautious, lower interest rates and a low unemployment rate should continue to support solid retail sales growth. Vicinity expects to achieve underlying EPS in the range of 18.6 to 18.8 cents for the 2017 financial year (FY17)5. After adjusting for the impact of acquisitions and divestments6, this guidance range reflects underlying earnings growth for FY17 of 4.5% to 5.6%.