Annual Report 2016 Axis-Reit Annual Report
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AXIS-REIT ANNUAL REPORT 2016 AXIS REIT MANAGERS BERHAD (Company Number 649450-W) (Incorporated in Malaysia under the Companies Act, 1965) ANNUAL REPORT Penthouse Menara Axis, No. 2 Jalan 51A/223, 46100 Petaling Jaya, Selangor, Malaysia. Tel : +603 7958 4882 / 4881 / 4886 Fax : +603 7957 6881 E-mail : [email protected] Website : www.axis-reit.com.my Malaysia’s First and Largest Islamic Business Space and Industrial REIT Calendar 2017 JANUARY FEBruary MARCH APRIL M T W T F S S M T W T F S S M T W T F S S M T W T F S S 30 31 1 1 2 3 4 5 1 2 3 4 5 1 2 Market Capitalisation 2 3 4 5 6 7 8 6 7 8 9 10 11 12 6 7 8 9 10 11 12 3 4 5 6 7 8 9 9 10 11 12 13 14 15 13 14 15 16 17 18 19 13 14 15 16 17 18 19 10 11 12 13 14 15 16 16 17 18 19 20 21 22 20 21 22 23 24 25 26 20 21 22 23 24 25 26 17 18 19 20 21 22 23 RM1,779,329,000 23 24 25 26 27 28 29 27 28 27 28 29 30 31 24 25 26 27 28 29 30 MAY JUNE JULY AUGUST M T W T F S S M T W T F S S M T W T F S S M T W T F S S 1 2 3 4 5 6 7 1 2 3 4 31 1 2 1 2 3 4 5 6 8 9 10 11 12 13 14 5 6 7 8 9 10 11 3 4 5 6 7 8 9 7 8 9 10 11 12 13 15 16 17 18 19 20 21 12 13 14 15 16 17 18 10 11 12 13 14 15 16 14 15 16 17 18 19 20 22 23 24 25 26 27 28 19 20 21 22 23 24 25 17 18 19 20 21 22 23 21 22 23 24 25 26 27 29 30 31 26 27 28 29 30 24 25 26 27 28 29 30 28 29 30 31 Total Assets Under Management SEPTEMBER OCTOBER NOVEMBER DECEMBER M T W T F S S M T W T F S S M T W T F S S M T W T F S S 1 2 3 30 31 1 1 2 3 4 5 1 2 3 RM2,244,274,000 4 5 6 7 8 9 10 2 3 4 5 6 7 8 6 7 8 9 10 11 12 4 5 6 7 8 9 10 11 12 13 14 15 16 17 9 10 11 12 13 14 15 13 14 15 16 17 18 19 11 12 13 14 15 16 17 18 19 20 21 22 23 24 16 17 18 19 20 21 22 20 21 22 23 24 25 26 18 19 20 21 22 23 24 25 26 27 28 29 30 23 24 25 26 27 28 29 27 28 29 30 25 26 27 28 29 30 31 Total Space Under Management PROPOSED CALENDAR OF FINANCIAL EVENTS 2017 January 2017 • Announcement of the Unaudited Results for FY16 7,606,863 sq. ft. • Announcement of the 4Q16 Final Income Distribution February 2017 • Book Closure date to determine the entitlement to 4Q16 Final Income Distribution • Payment of the 4Q16 Final Income Distribution • Release of the 2016 Annual Report April 2017 Revaluation Gain for 2016 • Announcement of the Unaudited Results for 1Q17 • Announcement of the 1Q17 Interim Income Distribution RM29,861,000 • Annual General Meeting May 2017 • Book Closure date to determine the entitlement to 1Q17 Interim Income Distribution June 2017 • Payment of the 1Q17 Interim Income Distribution July 2017 Total Acquisitions for 2016 • Announcement of the Unaudited Results for 2Q17 • Announcement of the 2Q17 Interim Income Distribution August 2017 RM103,000,000 • Book Closure date to determine the entitlement to 2Q17 Interim Income Distribution • Payment of the 2Q17 Interim Income Distribution October 2017 • Announcement of the Unaudited Results for 3Q17 • Announcement of the 3Q17 Interim Income Distribution November 2017 Weighted Average Lease Expiry (based on rental) • Book Closure date to determine the entitlement to 3Q17 Interim Income Distribution December 2017 4.45 years • Payment of the 3Q17 Interim Income Distribution January 2018 • Announcement of the Unaudited Results for FY17 • Announcement of the 4Q17 Final Income Distribution About Axis Real Estate Investment Trust is Malaysia’s first and largest Islamic business space and industrial REIT, listed on Bursa Securities. It has a diverse portfolio of 39 properties that are located in the Klang Valley, Johor, Penang, Negeri Sembilan and Kedah. The Fund was constituted by a Deed and is principally regulated by applicable securities laws, the SC's Guidelines on REITs, the SC’s Guidelines on Islamic REITs, the Listing Requirements of Bursa Securities, the rules of the depository and relevant taxation laws and rulings. On 15 June 2005, the Deed constituting Axis-REIT, was executed between Axis REIT Managers Berhad as the Manager of Axis-REIT, and RHB Trustees Berhad as the Trustee of Axis-REIT. The Deed was registered with the SC on 16 June 2005, which marked the establishment of Axis-REIT in Malaysia. Following the successful reclassification of Axis-REIT as an Islamic REIT on 11 December 2008, the Manager and the Trustee entered into an amended and restated Deed dated 3 April 2009, which was modified and streamlined to comply with, among others, the SC's Guidelines on Islamic REITs. The Deed was subsequently supplemented by a Supplemental Deed dated 15 December 2011, which included, among others, an amendment to incorporate a provision for the issuance of new Units to the Manager as payment of management fees. On 28 November 2013, the Manager and the Trustee entered into a Third Principal Deed to consolidate all the previous amendments as well as to incorporate therein the latest provisions in the SC’s Guidelines on REITs (updated on 28 December 2012), as well as the Listing Requirements of Bursa Securities, as updated on 15 November 2013. The duration of Axis-REIT shall be the earlier of the occurrence of any circumstance as stated in the Deed, or 999 years from the establishment of Axis-REIT. Axis-REIT was formed to own and invest primarily in office and industrial real estate. The primary objectives of the Fund are: (a) To provide Unitholders with a stable and growing distribution of income; and (b) To achieve long-term growth in the net asset value per Unit of the Fund. Axis REIT Managers Berhad is the Manager of Axis-REIT and is licensed as an Islamic Fund Manager to manage a REIT. D MISSION To provide consistent distributions to Unitholders through growing the property portfolio, displaying the highest level of corporate governance, excellent capital and risk management, and preserving capital values. VISION To successfully benchmark Axis-REIT against the world’s most successful REITs in terms of total returns to Unitholders, and be the REIT of choice for Shariah and non-Shariah investors. SIX PRINCIPLES OF MANAGEMENT The Manager is committed to deliver long-term sustainable distributions and capital stability through its six principles of management: • Prudent capital and risk management • Yield-accretive asset purchases • Excellent investor relations • Maintaining the highest levels of corporate governance • Proactive asset and tenant management • Development of human capital 1 About Axis-REIT Corporate Governance 2 Salient Features of Axis-REIT 137 Corporate Governance Statement 3 Axis-REIT Structure 147 Audit Committee Report 4 Corporate Information 150 Statement on Risk Management 5 Chairman’s Message and Internal Control 8 Board of Directors 153 Statement on Directors’ Responsibility 10 Directors’ Profile Financial Statements Manager's Discussion and Analysis 155 Statement of Financial Position 15 Letter from the CEO 156 Statement of Profit or Loss and 19 The A Team's Organisational Structure Other Comprehensive Income 20 The A Team Profile 158 Statement of Changes in Net Asset Value 26 Our Competitive Advantage 159 Statement of Cash Flows 31 Financial Review 160 Notes to the Financial Statements 48 Compliance with Best Practices 193 Statement by the Manager 50 Report on Shariah Compliance 194 Statutory Declaration 51 Shariah Adviser’s Report 195 Trustee’s Report 53 Real Estate Report 196 Independent Auditors' Report 77 Project Management Report 84 Property Manager’s Report 86 Savills Market Overview 2016 More Information 104 Investment Report 107 Investor Relations Report 199 Unitholders’ Statistics 113 Details of the 2016 IDRP 201 Frequently Asked Questions (FAQ) 114 Other Statutory Information 204 Glossary 205 Notice of Fifth Annual General Meeting Instrument of Proxy (Enclosed) Sustainability 117 Sustainability Report This Annual Report was printed entirely on recyled paper 2 AXIS-REIT ANNUAL REPORT 2016 Salient Features of Axis-REIT Fund Category Real Estate Investment Trust Fund Type Income and Growth Mission of the Fund To provide consistent distributions to Unitholders through growing the property portfolio, displaying the highest level of corporate governance, excellent capital and risk management, and preserving capital values Vision of the Fund To successfully benchmark Axis-REIT against the world’s most successful REITs in terms of total returns to Unitholders and be the REIT of choice for Shariah and non-Shariah investors Issued Fund Size 1,105,173,591 Units Market Capitalisation RM1,779,329,000 Assets Under Management RM2,244,274,000 Authorised Investments At least 50% of the Fund’s total asset value must be invested in real estate and / or single purpose companies at all times Initial Public Offering Retail Price RM1.25 per Unit (equivalent to RM0.625 per Unit of the enlarged unit base after adjusting for unit split exercise) Financial Year End 31 December Distribution Policy Quarterly income distribution: 1st, 2nd and 3rd quarter – at least 95% of the current year-to-date distributable income 4th quarter – at least 99% of the current year-to-date distributable income Financing Limitations Not exceeding 50% of the total assets value of the Fund Revaluation Policy The investment properties shall be revalued at least once every year by independent registered valuers Minimum Initial Investment Minimum of 100 Units Quotation Main Market of Bursa Securities Bursa Securities Stock Number AXREIT 5106 AXIS-REIT ANNUAL REPORT 2016 3 Axis-REIT Structure IBFIM (Shariah Adviser) Unitholders Advisory Investment in Axis-REIT Distributions in the form of income distribution services and other distributions Manager’s fees Trustee’s fees Axis REIT RHB Trustees Managers Berhad Berhad (the Trustee) (the Manager) Management Acts on behalf services of Unitholders Ownership of assets (Vested in Trustee) Ownership of assets Rental income (Vested in Trustee) Property management fees Axis Property Shariah Services Compliant (Property Real Estate Manager) Assets Property management services 4 AXIS-REIT ANNUAL REPORT 2016 Corporate Information MANAGER: MANAGER’S PRINCIPAL PLACE MANAGER’S REGISTERED OFFICE: Axis REIT Managers Berhad, OF BUSINESS: Suite 11.1A Level 11, Menara Weld The Manager of Axis-REIT Penthouse, Menara Axis 76 Jalan Raja Chulan No.