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PAVILION REAL ESTATE INVESTMENT TRUST INVESTMENT REAL ESTATE PAVILION ANNUAL REPORT 2014 REPORT ANNUAL Annual Report Pavilion REIT Management Sdn. Bhd. (Company Number : 939490-H) Level 10, Pavilion Kuala Lumpur, 168, Jalan Bukit Bintang, 55100 Kuala Lumpur T : +603 2118 8888 F : +603 2118 8889 E : [email protected] W : www.pavilion-reit.com 2014 PavillionCover(Final).indd 1 2/13/15 3:44 PM OVERVIEW 01 Vision, Mission and Investment Strategies 02 Corporate Information 04 Highlights 06 Message from the Chairman 08 Board of Directors What’s 12 Management Team 14 Salient Features of Pavilion REIT Inside 15 Pavilion REIT Structure BUSINESS REVIEW 16 Manager’s Report 17 Message from the CEO 19 Financial Highlights 22 Portfolio Details 25 Asset Enhancement Exercise 26 Highlights of the Year 27 Corporate Social Responsibility 29 Investors Relation and Fund Performance CORPORATE GOVERNANCE REPORT AND FINANCIAL STATEMENTS 31 Corporate Governance Statement 34 Nomination Committee Report 35 Audit Committee Report 38 Statement of Risk Management and Internal Control 39 Additional Information 42 Financial Statements 87 Analysis of Unitholdings 90 Market Overview 104 Glossary 105 Notice of Annual General Meeting 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).indd 2 2/13/15 3:44 PM VISION, MISSION AND INVESTMENT STRATEGIES The principal investment policy of Pavilion REIT is investing directly and indirectly, in a diversified portfolio of income producingreal estate used solely or predominantly for retail purposes (including mixed-use developments with a retail component) in Malaysia and other countries within the Asia-Pacific region as well as real estate related assets. VISION To be the leading and most sought after REIT in Malaysia. MISSION To provide unitholders with regular and stable distributions as well as to achieve long term growth in net asset value per unit, while maintaining an appropriate capital structure. STRATEGIES The Manager intends to achieve the vision and mission of – managing the exposures arising from adverse Pavilion REIT through the following strategies: market interest rates through appropriate hedging strategies (a) Actively pursuing acquisition opportunities in – actively managing the range of maturities to accordance with the authorised investments of reduce refinancing risk and optimise the cost Pavilion REIT of capital – acquire yield accretive income-producing properties (c) Proactively managing the properties and implementing – explore repositioning opportunities asset enhancement strategies – maximise quality shopper traffic at Pavilion (b) Pursuing an efficient capital management strategy Kuala Lumpur Mall – diversify sources of debt funding – active management of tenant base in order – maintaining a reasonable level of debt service to increase rental rates and maintain high capability occupancy rates – securing favourable terms of funding – continued asset enhancement initiatives to – managing financial obligations increase net lettable area and rental potential – improving cost efficiency PAVILION REIT ANNUAL REPORT 2014 Corporate Information BOARD OF DIRECTORS OF THE MANAGER Chairman and Non-Independent Executive Director Non-Independent Executive Director Tan Sri Lim Siew Choon Puan Sri Tan Kewi Yong Dato’ Lee Tuck Fook Deputy Chairman and Non-Independent Non-Executive Director 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 2 PAVILION REIT ANNUAL REPORT 2014 CORPORATE INFORMATION continued MANAGER & ITS PRINCIPAL PLACE TRUSTEE OF BUSINESS AmTrustee Berhad (Company Number: 163032-V) Pavilion REIT Management Sdn Bhd Level 22, Bangunan AmBank Group (Company Number: 939490-H) 55, Jalan Raja Chulan Level 10, Pavilion Kuala Lumpur 50200 Kuala Lumpur, Malaysia 168, Jalan Bukit Bintang 55100 Kuala Lumpur, Malaysia Telephone No.: +603 2036 2633 Facsimile No.: +603 2032 1914 Telephone No.: +603 2118 8888 Facsimile No.: +603 2118 8889 E-mail: [email protected] PROPERTY MANAGER Website: www.pavilion-reit.com Henry Butcher Malaysia Sdn Bhd (Company Number: 160636-P) MANAGER’S REGISTERED OFFICE No. 25 Jalan Yap Ah Shak Off Jalan Dang Wangi 6-2 Level 6 East Wing, Menara ING 50300 Kuala Lumpur, Malaysia No. 84 Jalan Raja Chulan 50200 Kuala Lumpur, Malaysia AUDITOR Telephone No.: +603 2166 9818 Facsimile No.: +603 2166 6818 KPMG (Firm No. AF 0758) Chartered Accountants Level 10, KPMG Tower AUDIT COMMITTEE 8, First Avenue, Bandar Utama 47800 Petaling Jaya Dato’ Mohzani bin Abdul Wahab (Chairman) Selangor Darul Ehsan, Malaysia Omer Abdulaziz H A Al-Marwani Dato’ Maznah binti Abdul Jalil Dato’ Choo Chuo Siong PRINCIPAL BANKERS Affin Bank Berhad NOMINATION COMMITTEE Alliance Bank Malaysia Berhad AmBank (M) Berhad Dato’ Maznah binti Abdul Jalil (Chairperson) CIMB Bank Berhad Omer Abdulaziz H A Al-Marwani Hong Leong Bank Berhad Dato’ Mohzani bin Abdul Wahab Malayan Banking Berhad Dato’ Choo Chuo Siong Ooi Ah Heong REGISTRAR COMPANY SECRETARY OF THE MANAGER Tricor Investor Services Sdn Bhd (Company Number: 118401-V) Lim Mei Yoong (Licensed Secretary No: LS 02201) Level 17, The Gardens North Tower 6-2 Level 6 East Wing, Menara ING Mid Valley City, Lingkaran Syed Putra No. 84 Jalan Raja Chulan 59200 Kuala Lumpur, Malaysia 50200 Kuala Lumpur, Malaysia Telephone No.: +603 2264 3883 Facsimile No.: +603 2282 1886 3 PAVILION REIT ANNUAL REPORT 2014 Highlights 221,315 239,928 7.96 206,553 6.87 7.36 13,140 0.44 FP 2011 FY 2012 FY 2013 FY 2014 FP 2011 FY 2012 FY 2013 FY 2014 Distributable Income Distribution per Unit (RM’000) (sen) 133,000 1.17 1.26 132,000 133,000 1.10 128,000 0.96 4,300,000 4,000,000 3,880,000 3,433,000 FP 2011 FY 2012 FY 2013 FY 2014 FP 2011 FY 2012 FY 2013 FY 2014 Investment Properties Net Asset Value per Unit (RM’000) (RM) 4,175,719 4,400,177 5,960 3,852,396 3,270,000 4,992 4,000 3,408 FP 2011 FY 2012 FY 2013 FY 2014 FP 2011 FY 2012 FY 2013 FY 2014 Market Capitalisation No of Unitholders (RM’000) 4 PAVILION REIT ANNUAL REPORT 2014 5 PAVILION REIT ANNUAL REPORT 2014 Message from the Chairman Pavilion REIT’s asset under management increased from RM4.1 billion to RM4.4 billion. This represents an increase of 7%. ECONOMIC OVERVIEW The cumulative uncertainties in global economy besides the drop in crude oil prices and volatile have weighted in for 2014. United States is the Malaysian Ringgit towards the year end. It is only economy that still shows sign of recovery projected that the retail industry for 2014 will and improvement after they ended their achieve only 5% increase as compared to the quantitative easing program towards the year projection at the beginning of year of 6%. end. Their unemployment rates have improved to below 6% with stronger payroll statistic However, the Government responded to the indicator in recent years. economic situation by increasing their budgeted expenditure to assist the lower and middle The European Union (EU) recovery seems to income Malaysians, continuing with the capital have slowed down for 2014 as they struggle infrastructure program like the mass rapid transit with disinflation. With the latest news of system in the Klang Valley and subsequently European Centre Banks introducing potential EU reducing the petrol prices, thus effectively ending quantitative easing program, this will hopefully the market subsidy of petrol in this country. boost EU spending thus resulting in growth. Closer to home, the China economy have shown MARKET REVIEW slower growth, due to property market and shares clampdown. In Japan, the economy initially had a During the year the M-REIT market grew good kick start. However since then, the sign of from RM31.8 billion to RM35.7 billion. This recovery have also faded off, amongst others due represents a growth of RM3.9 billion or 12%, to recent sales tax hike. Singapore only recorded despite Al-Hadharah Boustead REIT being 2% GDP growth for 2014. delisted during the year. Malaysia is expected to record a respectable This coupled with some acquisitions during GDP growth of between 5% and 6% in 2014. the year by Axis REIT, Sunway REIT and Quill It has been a turbulent year for the country and Capita valued at RM1.3 billion have improved the economy with the loss of life from the airlines marketability and renewed interest of investors tragedies. and fund managers for the M-REIT industry. The general public has also been faced with For the year ended 31 December 2014, Pavilion increased in electricity rates and assessment REIT’s asset under management increased from hike at the beginning of the year. By middle RM4.1 billion to RM4.4 billion. This represents of the year, Bank Negara Malaysia has also an increase of 7%. increased the overnight policy rate by 25 basis points to 3.25%. Consumer confidence Its unit price also closed higher at RM1.46 per has dampened after a series of subsidy unit as at the end of the year as compared to rationalisation measures being imposed year end 2013 closing of RM1.28 per unit. 6 PAVILION REIT ANNUAL REPORT 2014 MESSAGE FROM THE CHAIRMAN continued INVESTMENT AND ASSET PERFORMANCE A total of 17% of net lettable areas were due Malaysia’s GDP growth is expected to be for renewal during the year, with achievement between 5% and 6% for 2015, with inflation rate of 9% rental reversion.