frasers logistics & commercial trust financial … · and three freehold logistics properties...

FRASERS LOGISTICS & COMMERCIAL TRUST FINANCIAL STATEMENTS ANNOUNCEMENT FOR THE FINANCIAL PERIOD ENDED 31 MARCH 2020

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TABLE OF CONTENTS

Item No. Description Page No.

-

Introduction

2-3

- Summary of Group Results 4

1(a) Consolidated Statement of Total Return and Distribution Statement 5-7

1(b)(i) Statements of Financial Position 8-9

1(b)(ii) Aggregate Amount of Loans and Borrowings 10

1(c) Consolidated Statement of Cash Flows 11

1(d)(i) Statements of Movements in Unitholders’ Funds 12-14

1(d)(ii) Details of Changes in Issued and Issuable Units 15

2 & 3 Audit Statement 15

4 Accounting Policies 15

5 Changes in Accounting Policies 16

6 Earnings Per Unit and Distribution Per Unit 17

7 Net Asset Value and Net Tangible Asset Per Unit 18

8 Review of Performance 19-20

9 Variance from Forecast Statement 20

10 Outlook and Prospects 21-22

11 & 12 Distributions 23-24

13 General Mandate Relating to Interested Person Transactions 24

14 Additional information 25-26

15 Confirmation Pursuant to Rule 720(1) of the Listing Manual 27

16 Confirmation Pursuant to Rule 705(5) of the Listing Manual 27


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Introduction Frasers Logistics & Commercial Trust ("FLCT" or the "Trust", formerly known as Frasers Logistics & Industrial Trust) is a real estate investment trust established under a Trust Deed dated 30 November 2015 (as amended) entered into between Frasers Logistics & Commercial Asset Management Pte. Ltd. (as manager of FLCT) (“FLCAM” or the “Manager”, formerly known as Frasers Logistics & Industrial Asset Management Pte. Ltd.) and Perpetual (Asia) Limited (in its capacity as trustee of FLCT) (the “Trustee”). As at 30 September 2019, FLCT’s portfolio comprises 911 logistics and industrial properties located in Australia, Germany and the Netherlands. FLCT has now completed the divestment of the office and deck car park components at 610 Heatherton Road, Clayton South, Victoria (the “Lot 1 Heatherton Road Divestment”) on 29 October 2019 and the remaining warehouse and hardstand components on 6 January 2020 (the “Lot 2 Heatherton Road Divestment”) (collectively, the “Heatherton Road Divestment”). On 3 July 2019, FLCT announced the acquisition of nine freehold logistics properties located in Germany and three freehold logistics properties located in Australia. As at 30 September 2019, seven of the nine German properties and the three Australian properties acquisition was completed (“FY2019 Acquisitions”). On 28 November 2019 and 20 December 2019, FLCT completed the acquisition of equity interests in the remaining two property holding companies which hold interests in two freehold logistics properties located in Germany (the “German Properties Acquisition”).

Following the above, FLCT’s portfolio comprises 93 logistics and industrial properties located in Australia, Germany and the Netherlands. As announced on 2 December 2019, the respective managers of FLCT and Frasers Commercial Trust (“FCOT”) jointly announced the merger of FLCT and FCOT (“Merger”). The Merger was effected by way of a trust scheme of arrangement (“Trust Scheme”), with the Trustee (in its capacity as trustee of FLCT) acquiring all FCOT units held by FCOT unitholders in exchange for a combination of cash and new units in FLCT. The FLCT Unitholders had on 11 March 2020 approved the Merger and the Trust Scheme, which was sanctioned by the High Court on 3 April 2020. The Trust Scheme has become effective and binding in accordance with its terms on 15 April 2020. FCOT was delisted and removed from the Official List of the SGX-ST on 29 April 2020 and is now an unlisted sub-trust of FCLT. Following the completion of the Merger and with effect from 29 April 2020, Frasers Logistics & Industrial Trust has accordingly changed its name to Frasers Logistics & Commercial Trust incorporating the identities of two well-established players in the commercial and industrial real estate space. Accordingly, the Manager has been renamed Frasers Logistics & Commercial Asset Management Pte. Ltd. and has replaced Frasers Commercial Asset Management Ltd. as manager of FCOT.

1 Excludes 610 Heatherton Road, Clayton South, Victoria.


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FLCT’s investment strategy is to invest directly or indirectly, in a diversified portfolio of income producing real estate assets (i) used for logistics or industrial purposes which may also include office components ancillary to the foregoing purposes, or (ii) used for commercial purposes (comprising primarily office space in a central Business District (“CBD office space”) or business park purposes (comprising primarily non-CBD office space and/or research and development space) located in the Asia Pacific region or in Europe(including the United Kingdom”).

Distribution Policy FLCT will distribute at least 90% of its Distributable Income. Distributions will be made on a semi-annual basis for the six-month periods ending 31 March and 30 September. The actual level of distributions above 90% is to be determined at the REIT Manager’s discretion.

Industrial Portfolio

as at 31/3/2020

Number of Properties 93

GLA (sq m) 2,258,875

Occupancy 100.0%

WALE 1 6.07 yearsPortfolio Age 2 7.89 years

1 The weighted average lease expiry or “WALE” is calculated on a gross rental income basis (excluding straight lining rental

adjustments) with respect to the unexpired lease terms of the existing tenants. 2 Portfolio age refers to the average age of the buildings of the properties, weighted by value.


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Summary of Group Results

* 2QFY20 and 1HFY20 Adjusted net property income (“Adjusted NPI”) is calculated based on the actual net property income excluding

straight lining adjustments for rental income and adding lease payments of right-of-use assets. 2QFY19 and 1HFY19 Adjusted NPI is calculated based on the actual net property income excluding straight lining adjustments for rental income and after adding back straight lining adjustments for ground leases.

Notes:

(1) 2QFY20 DPU is calculated based on 100% (2QFY19: 100%) of management fees to be taken in

the form of units and after taking into consideration the foreign currency forward contracts entered into to hedge the currency risk on distributions to Unitholders at A$1.00: S$0.9063 (2QFY19: A$1.00: S$0.9666). 1HFY20 DPU is calculated based on 100% (1HFY19: 91.6%) of management fees to be taken in the form of units and after taking into consideration the foreign currency forward contracts entered into to hedge the currency risk on distributions to Unitholders at A$1.00: S$0.9285 (1HFY19: A$1.00: S$0.9743).

(2) For illustration and comparison purpose only, assuming 100% of management fees had been taken

in the form of units, 1HFY19 DPU would have been 3.67 Australian cents.

Note1/1/2020 to 31/3/2020

1/1/2019 to 31/3/2019

1/10/2019 to 31/3/2020

1/10/2018 to 31/3/2019 Change

2QFY20 2QFY19 1HFY20 1HFY19A$'000 A$'000 % A$'000 A$'000 %

Revenue 67,295 59,666 12.8 131,699 119,190 10.5 Adjusted net property income* 54,653 47,866 14.2 107,558 96,796 11.1 Total return for the period 41,882 33,979 23.3 75,702 63,991 18.3 Attributable to:- Unitholders of the Trust 41,324 33,641 22.8 74,781 63,362 18.0 - Non-controlling interests 558 338 65.1 921 629 46.4 Distributable Income 1 43,085 36,909 16.7 84,531 73,607 14.8 Distribution per Unit ("DPU") - Australian cents 2 1.90 1.82 4.4 3.73 3.63 2.8 - Singapore cents 1 1.73 1.76 (1.7) 3.47 3.54 (2.0)

Change

Group


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1(a) Consolidated Statement of Total Return and Distribution Statement

Note 2QFY20 2QFY19 Change 1HFY20 1HFY19 ChangeA$'000 A$'000 % A$'000 A$'000 %

Revenue 1 67,295 59,666 12.8 131,699 119,190 10.5 Property operating expenses 2 (10,195) (10,698) (4.7) (19,157) (19,970) (4.1) Net property income 57,100 48,968 16.6 112,542 99,220 13.4 Managers' management fee - Base fee (3,929) (3,047) 28.9 (7,573) (6,131) 23.5 - Performance fee (1,958) (1,720) 13.8 (3,848) (3,414) 12.7 Trustees' fees (124) (107) 15.9 (251) (211) 19.0 Trust expenses (1,153) (614) 87.8 (2,413) (1,526) 58.1 Finance income 111 242 (54.1) 207 523 (60.4) Finance costs 3 (7,770) (7,239) 7.3 (15,146) (14,751) 2.7 Exchange gains (net) 4 2,249 2,731 (17.6) 1,511 1,142 32.3 Net income 44,526 39,214 13.5 85,029 74,852 13.6

5 2,442 462 N.M. 626 624 0.3

- - N.M. - 108 N.M.Gain on divestment of investment property held for sale 6 954 - N.M. 1,577 - N.M.Total return for the period before tax 47,922 39,676 20.8 87,232 75,584 15.4 Tax expenses 7 (6,040) (5,697) 6.0 (11,530) (11,593) (0.5) Total return for the period 41,882 33,979 23.3 75,702 63,991 18.3

Attributable to:Unitholders of the Trust 41,324 33,641 22.8 74,781 63,362 18.0 Non-controlling interests 558 338 65.1 921 629 46.4

41,882 33,979 23.3 75,702 63,991 18.3

Distribution StatementTotal return after tax 41,324 33,641 22.8 74,781 63,362 18.0 Tax related and other adjustments 8 1,761 3,268 (46.1) 9,750 10,245 (4.8) Income available for distribution to Unitholders 43,085 36,909 16.7 84,531 73,607 14.8

For information:

Adjusted NPI 54,653 47,866 14.2 107,558 96,796 11.1

Net change in fair value of investment properties

Net change in fair value of derivatives

Group


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1(a) Consolidated Statement of Total Return and Distribution Statement (cont’d) Notes:

(1) Revenue comprises the following:

* 1HFY19 relates to the early surrender fee received for 63-79 South Park Drive, Dandenong South, Victoria.

(2) Property operating expenses comprise the following:

* Includes straight lining adjustments for annual increments in 2QFY19 and 1HFY19. FRS 116 Leases (“FRS 116”) is

effective from 1 October 2019. The adoption of this standard changes the nature of the ground lease expenses as it is replaced by change in fair value of right-of-use assets (included as part of investment properties) and interest expense on lease liabilities.

** Relates to council rates, utility charges and other government levies.

(3) Included in 2QFY20 finance costs was interest expense of A$1,363,000 recognised on the lease liabilities arising from the adoption of FRS 116.

(4) Net exchange gains relate mainly to the realised and unrealised exchange differences arising from the translation of the Trust’s foreign currency borrowings and the exchange differences arising from settlement of foreign currency forward contracts.

(5) Net change in fair value of derivatives relates to the change in fair value of foreign currency

forward contracts entered into to hedge the currency risk on distributions to Unitholders.

(6) Gain on divestment of investment property held for sale for 2QFY20 relates to the gain on the sale of the Lot 2 Heatherton Road Divestment.

2QFY20 2QFY19 Change 1HFY20 1HFY19 ChangeA$'000 A$'000 % A$'000 A$'000 %

Rental income 57,795 51,480 12.3 113,535 102,635 10.6 Incentives reimbursement 1,226 1,219 0.6 2,726 2,535 7.5 Recoverable outgoings 8,243 6,967 18.3 15,407 12,784 20.5 Others* 31 - N.M. 31 1,236 (97.5)

67,295 59,666 12.8 131,699 119,190 10.5

Group


Land tax (3,118) (2,459) 26.8 (5,906) (4,341) 36.1 Ground lease expenses* - (2,604) (100.0) - (5,118) (100.0) Statutory expenses** (1,900) (1,830) 3.8 (3,821) (3,294) 16.0 Property management fee (1,001) (740) 35.3 (1,932) (1,478) 30.7 Other property expenses (4,176) (3,065) 36.2 (7,498) (5,739) 30.6

(10,195) (10,698) (4.7) (19,157) (19,970) (4.1)

Group


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Notes (cont’d):

(7) Tax expenses comprise the following:

Current tax expenses comprise mainly the income tax on the Group’s European entities and withholding tax on the taxable distributable income and interest income from the Group’s Australian entities. Deferred tax is provided on the temporary differences between the tax bases of investment properties and their carrying amounts at the reporting date. (8) Tax related and other adjustments comprise the following:

* Includes straight-lining adjustments for ground leases in 2QFY19 and 1HFY19. ** Due to adoption of FRS 116. Please refer to paragraph 5 for more details.


Current tax expenses (3,740) (3,485) 7.3 (7,718) (6,925) 11.5 Deferred tax expenses (2,300) (2,212) 4.0 (3,812) (4,668) (18.3)

(6,040) (5,697) 6.0 (11,530) (11,593) (0.5)

Group

2QFY20 2QFY19 Change 1HFY20 1HFY19 Change

A$'000 A$'000 % A$'000 A$'000 %Straight-lining of rental adjustments* (798) (1,102) (27.6) (1,723) (2,424) (28.9) Managers' management fee paid/payable in Units 5,887 4,767 23.5 11,421 8,740 30.7 Exchange gains (net) (2,224) (2,686) (17.2) (1,487) (1,109) 34.1 Interest expense on lease liabilities** 1,363 - N.M. 2,701 - N.M.Lease payments of right-of-use assets** (1,649) - N.M. (3,261) - N.M.Net change in fair value of derivatives (2,442) (462) N.M. (626) (624) 0.3 Net change in fair value of investment properties - - N.M. - (108) (100.0) Gain on divestment of investment property held for sale (954) - N.M. (1,577) - N.M.Deferred tax 2,300 2,212 4.0 3,812 4,668 (18.3) Other adjustments 278 539 (48.4) 490 1,102 (55.5) Tax related and other adjustments 1,761 3,268 (46.1) 9,750 10,245 (4.8)

Group


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1(b) (i) Statements of Financial Position

Notes:

(1) Investment properties include fair value adjustments made based on independent valuations

as at 30 September 2019. The increase in investment properties was due mainly to (a) completion of the German Properties Acquisition and (b) recognition of the existing operating lease arrangements as right-of-use assets upon the adoption of FRS 116 with effect from 1 October 2019.

(2) Derivatives relate to fair values of interest rate swaps entered into to hedge the Group’s

interest rate risk in respect of its borrowings, and fair values of foreign currency forward contracts and cross currency swaps. The movement is due to changes in fair value of derivatives.

31/3/2020 30/9/2019 31/3/2020 30/9/2019Note A$'000 A$'000 A$'000 A$'000

Non-current assetsInvestment properties 1 4,017,557 3,554,142 - - Investment in subsidiaries - - 928,794 914,938 Loans to subsidiaries - - 2,033,091 1,848,932 Derivative assets 2 10,007 2,117 10,007 2,117 Total non-current assets 4,027,564 3,556,259 2,971,892 2,765,987

Current assetsCash and cash equivalents 162,279 128,381 48,276 47,608 Trade and other receivables 22,904 14,176 55,577 62,111 Derivative assets 2 3,132 2,070 3,132 2,070 Investment property held for sale 3 - 18,000 - - Total current assets 188,315 162,627 106,985 111,789

Total assets 4,215,879 3,718,886 3,078,877 2,877,776

Current liabilitiesTrade and other payables 58,700 53,217 4,015 3,445 Loans and borrowings 4 249,336 206,237 112,822 112,627 Derivative liabilities 2 1,760 1,072 1,760 1,072 Current tax liabilities 10,903 10,429 159 144 Total current liabilities 320,699 270,955 118,756 117,288

Non-current liabilitiesTrade and other payables 4,471 3,367 - - Loans and borrowings 4 1,335,621 1,029,555 781,378 650,923 Derivative liabilities 2 76,029 9,674 73,553 6,647 Deferred tax liabilities 67,883 62,598 - - Total non-current liabilities 1,484,004 1,105,194 854,931 657,570

Total liabilities 1,804,703 1,376,149 973,687 774,858

Net assets attributable to Unitholders 2,411,176 2,342,737 2,105,190 2,102,918

Represented by:Unitholders' funds 2,374,202 2,313,810 2,105,190 2,102,918 Non-controlling interests 5 36,974 28,927 - - Total equity 2,411,176 2,342,737 2,105,190 2,102,918

Group Trust


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Notes (cont’d):

(3) Investment property held for sale as at 30 September 2019 related to 610 Heatherton Road,

Clayton South, Victoria and was based on fair value of the property as assessed by independent valuers. The decrease was due to the completion of the Heatherton Road Divestment.

(4) Total loans and borrowings increased due mainly to the additional debt drawn down to finance the German Properties Acquisition, and recognition of lease liabilities arising from the adoption of FRS 116 with effect from 1 October 2019.

The aggregate leverage as at 31 March 2020 is 35.0% (30 September 2019: 33.4%) and interest coverage ratio for the trailing 12 months ended 31 March 2020 was 7.5 times1.

The Group is in compliance with all its financial covenants.

(5) Non-controlling interests are attributable to minority interests held by various parties in the

European companies acquired.

(6) The Group is in a net current liability position at 31 March 2020 due to the short term borrowings of A$248 million. The REIT Manager is in discussion with banks to refinance the various loans. Based on the Group’s existing financial resources, we are able to refinance the Group’s borrowings and meet our current obligations as and when they fall due.

1 Ratio that is calculated by dividing the trailing 12 months earnings before interest, tax, depreciation and amortisation (excluding effects of any fair value changes of derivatives and investment properties, and foreign exchange translation), by the trailing 12 months borrowing costs, as defined in the Code on Collective Investment Schemes revised by the Monetary Authority of Singapore on 16 April 2020. Borrowing costs exclude effects of FRS 116.


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1(b) (ii) Aggregate Amount of Loans and Borrowings

Details of borrowings and collateral

FLCT has obtained unsecured facilities comprising (i) term loan facilities of A$470 million; (ii) revolving credit facility amounting to a total of A$100 million (“RCF”); (iii) money market line facility amounting to A$50 million; (iv) S$1 billion multicurrency debt program; (v) €100 million equivalent multicurrency facility (the “Euro Loan”); (vi) A$275.6 million and S$129 million dual-currency facility and (vii) S$150 million sustainability-linked facility. As at 31 March 2020, A$423 million was drawn from the A$470 million term loan facilities and A$50 million was drawn from the RCF. A total of €35 million was drawn from the Euro Loan. A$266.3 million and S$129 million were drawn from the dual-currency facility. FLCT had also secured borrowings of A$459.5 million (€255.5 million) as at 31 March 2020. The borrowings are secured against certain investment properties in the European portfolio. In aggregate, 61% (2QFY19: 79%) of the interest rate risk on the total borrowings were at fixed rates.

31/3/2020 30/9/2019A$'000 A$'000

Amount repayable before one year1

Secured 135,305 93,610 Unsecured 112,822 112,627

248,127 206,237

Lease liabilities 1,209 - 249,336 206,237

Amount repayable after one year1

Secured 324,158 378,632 Unsecured 830,651 650,923

1,154,809 1,029,555

Lease liabilities 180,812 - 1,335,621 1,029,555

1 Gross borrowings net of upfront debt related expenses


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1(c) Consolidated Statement of Cash Flows

1 Please refer to Note 1(a)(8) for the interest expense on lease liabilities and paragraph 5 for more details on the impact arising from the adoption of FRS 116. In 2QFY19 and 1HFY19, the payment of ground leases was included under “Changes in working capital”.

Note 2QFY20 2QFY19 1HFY20 1HFY19

A$'000 A$'000 A$'000 A$'000

Cash flow from operating activitiesTotal return for the period before tax 47,922 39,676 87,232 75,584 Adjustments for: Straight-lining of rental adjustments (798) (1,102) (1,723) (2,424) Effects of recognising leasing incentives on a straight line basis over the lease term 334 (33) 30 (442) Managers' management fee paid/payable in Units 5,887 4,767 11,421 8,740 Unrealised exchange (gains)/losses (net) (4,338) (2,509) (3,922) (1,267) Finance income (111) (242) (207) (523) Finance costs 7,770 7,239 15,146 14,751 Net change in fair value of derivatives (2,442) (462) (626) (624) Net change in fair value of investment properties - - - (108) Gain on divestment of investment property held for sale (954) - (1,577) - Cash generated from operations before working capital changes 53,270 47,334 105,774 93,687

Changes in working capital: Trade and other receivables (975) 1,744 (6,886) (3,685) Trade and other payables (3,450) (3,988) (1,287) (6,318) Cash generated from operations 48,845 45,090 97,601 83,684 Taxes paid (2,614) (3,240) (10,683) (10,651) Net cash generated from operating activities 46,231 41,850 86,918 73,033

Cash flows from investing activities Acquisition of subsidiaries - - (96,628) (39,872) Net proceeds from divestment of investment property 14,454 - 19,577 - Capital expenditure on investment properties (251) (5,545) (2,214) (6,795) Interest received 111 385 212 440

Net cash generated from/(used in) investing activities 14,314 (5,160) (79,053) (46,227)

Cash flows from financing activities Interest paid (7,669) (6,525) (11,409) (13,517) Proceeds from borrowings 134,469 - 266,889 72,756 Repayment of borrowings (138,335) (3,792) (158,901) (40,688) Lease payments of right-of-use assets 1 (1,648) - (3,261) - Distributions paid to Unitholders - - (76,148) (51,591) Net cash (used in)/generated from financing activities (13,183) (10,317) 17,170 (33,040)

Net increase/(decrease) in cash and cash equivalents 47,362 26,373 25,035 (6,234) Cash and cash equivalents at beginning of period 104,773 73,042 128,381 105,664 Effect of exchange rate changes on cash and cash equivalents 10,144 (284) 8,863 (299) Cash and cash equivalents at end of period 162,279 99,131 162,279 99,131

Group


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1(d) (i) Statements of Movements in Unitholders’ Funds

Attributable to Unitholders

Non-controlling interests Total



A$'000 A$'000 A$'000 A$'000 A$'000 A$'000Group

At 1 October 2,313,810 28,927 2,342,737 1,924,388 18,866 1,943,254

OperationsIncrease in net assets resulting from operations 74,781 921 75,702 63,362 629 63,991

Transactions with ownersIssue of new Units:- Managers' management fees/acquisition fees paid/payable in Units 11,915 - 11,915 8,943 - 8,943 Distributions paid to Unitholders (76,148) - (76,148) (51,591) - (51,591) Net decrease in net assets resulting from transactions with owners (64,233) - (64,233) (42,648) - (42,648)

Hedging reserveEffective portion of change in fair value of cash flow hedges 1,267 71 1,338 (4,159) - (4,159) Net increase/(decrease) in net assets resulting from hedging reserve 1,267 71 1,338 (4,159) - (4,159)

Foreign currency translation reserveTranslation differences relating to financial statements of foreign subsidiaries 17,107 3,613 20,720 (707) (183) (890) Exchange differences on hedge of net investments in foreign operations (70,148) - (70,148) - - - Exchange differences on monetary items forming part of net investment in foreign operations 101,618 - 101,618 (5,358) - (5,358) Net increase in net assets resulting from foreign currency translation reserve 48,577 3,613 52,190 (6,065) (183) (6,248) Changes in ownership interests in subsidiariesAcquisition of subsidiaries with non-controlling interests - 3,442 3,442 - - -

At 31 March 2,374,202 36,974 2,411,176 1,934,878 19,312 1,954,190

1HFY20 1HFY19

FRASERS LOGISTICS & COMMERCIAL TRUST FINANCIAL STATEMENTS ANNOUNCEMENT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2020

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1(d) (i) Statements of Movements in Unitholders’ Funds (cont’d)





A$'000 A$'000 A$'000 A$'000 A$'000 A$'000Group

At 1 January 2,268,923 32,144 2,301,067 1,910,678 19,319 1,929,997

OperationsIncrease in net assets resulting from operations 41,324 558 41,882 33,641 338 33,979

Transactions with ownersIssue of new Units:- Managers' management fees/acquisition fees paid/payable in Units 5,886 - 5,886 4,767 - 4,767 Distributions paid to Unitholders - - - - - - Net increase/(decrease) in net assets resulting from transactions with owners 5,886 - 5,886 4,767 - 4,767

Hedging reserveEffective portion of change in fair value of cash flow hedges (967) 20 (947) (2,803) - (2,803) Net (decrease)/increase in net assets resulting from hedging reserve (967) 20 (947) (2,803) - (2,803)

Foreign currency translation reserveTranslation differences relating to financial statements of foreign subsidiaries 19,609 4,252 23,861 (1,402) (345) (1,747) Exchange differences on hedge of net investments in foreign operations (79,113) - (79,113) - - - Exchange differences on monetary items forming part of net investment in foreign operations 118,540 - 118,540 (10,003) - (10,003) Net increase in net assets resulting from foreign currency translation reserve 59,036 4,252 63,288 (11,405) (345) (11,750)

At 31 March 2,374,202 36,974 2,411,176 1,934,878 19,312 1,954,190

2QFY20 2QFY19


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1(d) (i) Statements of Movements in Unitholders’ Funds (cont’d)

2QFY20 2QFY19 1HFY20 1HFY19A$'000 A$'000 A$'000 A$'000

Trust

At the beginning of the period 2,023,650 1,796,866 2,102,918 1,839,102

Operations

Increase in net assets resulting from operations 76,490 32,401 66,009 38,936

Transactions with ownersIssue of new Units:- Managers' management fees/acquisition fees paid/payable in Units 5,886 4,767 11,915 8,943 Distributions paid to Unitholders - - (76,148) (51,591) Net increase/(decrease) in net assets resulting from transactions with owners 5,886 4,767 (64,233) (42,648)

Hedging reserveEffective portion of change in fair value of cash flow hedges (836) (2,803) 496 (4,159)

Net (decrease)/increase in net assets resulting from hedging reserve (836) (2,803) 496 (4,159)

At the end of the period 2,105,190 1,831,231 2,105,190 1,831,231


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1(d) (ii) Details of Changes in Issued and Issuable Units

Notes:

(1) Pursuant to the Trust Deed, the performance fee is paid only once in each financial year and,

if paid in Units, at an issue price determined based on the volume weighted average price of the Units for the last 10 business days (the “10-day VWAP”) of the relevant financial year. The number of performance fee Units to be issued is computed using an issue price based on the 10-day VWAP for the period ended 31 March 2020.

2 Whether the figures have been audited, or reviewed and in accordance with which auditing

standard or practice. The figures have not been audited or reviewed by the auditors.

3 Where the figures have been audited or reviewed, the auditor’s report (including any

qualifications or emphasis of matter). Not applicable

4 Whether the same accounting policies and methods of computation as in the issuer’s most recently audited annual financial statements have been applied.

Except as disclosed in item 5 below, there has been no change in the accounting policies and

methods of computation adopted by the Trust and the Group for the current reporting period compared with the audited financial statements for the financial year ended 30 September 2019.

2QFY20 2QFY19 1HFY20 1HFY19

Note Units Units Units Units

Balance at beginning of the period 2,258,877,908 2,022,125,479 2,248,893,445 2,013,918,118

Issued UnitsIssuance of Units - Base fee 2,795,368 2,163,017 5,404,753 5,025,731 Issuance of Units - Performance fee - - 5,307,110 5,061,522 Issuance of Units - Acquisition fee 390,706 192,490 2,458,674 475,615 Total issued units at end of period 2,262,063,982 2,024,480,986 2,262,063,982 2,024,480,986

Units to be issuedManagers' management fee payable in Units - Base fee 4,627,371 2,537,851 4,627,371 2,537,851 - Performance fee 1 4,622,061 2,867,013 4,622,061 2,867,013 Total issued and issuable units at end of period 2,271,313,414 2,029,885,850 2,271,313,414 2,029,885,850

Group & Trust


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5 If there are any changes in the accounting policies and methods of computation, including

any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.

The Group has adopted various new FRSs and amendments to and interpretations to FRSs with

effect from 1 October 2019. In addition, the Group has early adopted the Amendments to FRS 109, FRS 39 and FRS 107: Interest Rate Benchmark Reform. Except for FRS 116 Leases, the Group’s adoption of the new standards and amendments did not have a material effect on its financial statements.

FRS 116 introduced a single, on-balance sheet accounting model for lessees. As a result, the Group, as a lessee, has recognised right-of-use (“ROU”) assets representing its rights to use the underlying assets and lease liabilities representing its obligation to make lease payments. Lessor accounting remains similar to previous accounting policies.

The Group has applied FRS 116 using the modified retrospective approach, under which the cumulative effect of initial application is recognised in unitholders’ funds at 1 October 2019. Accordingly, the comparative information presented for 30 September 2019 has not been restated – i.e. it is presented, as previously reported, under FRS 17 Leases and related interpretations.

As at 1 October 2019, the Group recorded ROU assets in investment properties and corresponding lease liabilities of approximately A$179.5 million. The Group also recognised interest costs on lease liabilities, instead of ground lease expenses. During the period ended 31 March 2020, the Group recognised interest costs of approximately A$2.7 million from these leases. There is no impact on the total income available for distribution to Unitholders on the adoption of FRS 116.


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6 Earnings per Unit (“EPU”) and distribution per Unit (“DPU”) for the financial period ended

31 March 2020

Notes:

(1) As shown in 1(a) on page 5. (2) Basic EPU has been calculated by dividing the total return for the period by the weighted

average number of Units during the period.

(3) Diluted EPU has been calculated by dividing the total return for the period by the weighted average number of Units during the period, adjusted on the basis that the Managers’ management fee Units and Managers’ acquisition fee Units were issued at the beginning of the period.

(4) The higher number of units in issue compared to 2QFY19 was due to the issuance of management fee units, the placement units and Managers’ acquisition fees for the acquisition of equity interests in 10 property holding companies which hold interests in nine freehold logistics properties in Germany and three freehold logistics properties in Australia (the “German and Australian Properties Acquisition”).

(5) 2QFY20 DPU is calculated after taking into consideration the foreign currency forward

contracts that FLCT has entered into to hedge the currency risk on distributions to Unitholders at A$1.00: S$0.9063 (2QFY19: A$1.00: S$0.9666).

2QFY20 2QFY19 1HFY20 1HFY19

NoteTotal return attributable to Unitholders of the Trust for the period (A$'000) 1 41,324 33,641 74,781 63,362

Basic EPUWeighted average number of Units 2,262,114,832 2,024,509,184 2,260,546,005 2,023,381,693

Basic EPU (Australian cents) 2 1.83 1.66 3.31 3.13

Diluted EPUWeighted average number of Units 2,271,313,414 2,029,885,850 2,271,313,414 2,029,885,850

Diluted EPU (Australian cents) 3 1.82 1.66 3.29 3.12

Distributable Income (A$'000) 1 43,085 36,909 84,531 73,607

DPUNumber of issued and issuable Units entitled to distribution 4 2,262,063,982 2,027,018,837 2,262,063,982 2,027,018,837

DPU based on the total number of issued and issuable Units entitled to distribution - Australian cents 1.90 1.82 3.73 3.63 - Singapore cents 5 1.73 1.76 3.47 3.54

Group


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7 Net Asset Value (“NAV”) and Net Tangible Asset (“NTA”) per Unit based on Units in issue

and to be issued at the end of the period

Notes:

(1) Based on exchange rate of A$1.00: S$0.8723 (30 September 2019: A$1.00: S$0.9307).

Note 31/3/2020 30/9/2019 31/3/2020 30/9/2019

Total issued and issuable Units at end of period 2,271,313,414 2,258,877,908 2,271,313,414 2,258,877,908

NAV/NTA per Unit (A$) 1.05 1.02 0.93 0.93 NAV/NTA per Unit (S$) 1 0.92 0.95 0.81 0.87

Group Trust


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8 Review of performance

Review of Performance for the quarter from 1 January 2020 to 31 March 2020 (“2QFY20”) vs 1 January 2019 to 31 March 2019 (“2QFY19”) Adjusted NPI for 2QFY20 of A$54.7 million was A$6.8 million (or 14.2%) higher than 2QFY19. The higher Adjusted NPI for 2QFY20 was contributed by the FY2019 Acquisitions. These were in part offset by the effect of the FY2019 Divestments1. Excluding the impact of the interest expense in lease liabilities recognised due to the adoption of FRS 116, 2QFY20 finance costs decreased by A$0.8 million as compared to 2QFY19. This was due mainly to interest savings from refinancing of borrowings and repayment of debt from the proceeds of the divestments in FY2019. The weighted average cost of debt for 2QFY20 was 1.9% per annum and 2.4% per annum for 2QFY19. At 31 March 2020, 61% (31 March 2019: 79%) of borrowings were at fixed rates. The total return attributable to Unitholders of the Trust for 2QFY20 of A$41.3 million was A$7.7 million (or 22.8%) higher than 2QFY19 which included (a) a gain on divestment of investment property held for sale of A$1.0 million, (b) a fair value gain on foreign currency forward contracts of A$2.4 million to hedge the currency risk on distributions to Unitholders and (c) net exchange gains of A$2.2 million which relate to translation of the Trust’s foreign currency borrowings and are partially offset by the exchange differences arising from settlement of foreign currency forward contracts. Tax expenses for 2QFY20 of A$6.0 million were A$0.3 million (or 6.0%) higher than 2QFY19. Current tax expenses were higher due mainly to income tax on the Group’s European entities. The REIT Manager has elected to receive 100% of the 2QFY20 management fee in the form of units (2QFY19: 100%).

Income available for distribution to Unitholders was A$43.1 million, an increase of A$6.2 million (or 16.7%) over 2QFY19.

1 FLCT completed the divestment of 63-79 South Park Drive, Dandenong South, Victoria on 9 May 2019; 50% interest in 99 Sandstone Place, Parkinson, Queensland on 24 July 2019; and Lot 1 Heatherton Road Divestment on 29 October 2019 (collectively, the “FY2019 Divestments”)


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8 Review of performance (cont’d)

Review of Performance for the period from 1 October 2019 to 31 March 2020 (“1HFY20”) vs 1 October 2018 to 31 March 2019 (“1HFY19”) Adjusted NPI for 1HFY20 of A$107.6 million was A$10.8 million (or 11.1%) higher than 1HFY19. The higher Adjusted NPI for 1HFY20 was contributed by the FY2019 Acquisitions. These were in part offset by the effect of the FY2019 Divestments1. Excluding the impact of the interest expense in lease liabilities recognised due to the adoption of FRS 116, 1HFY20 finance costs decreased by A$2.3 million as compared to 1HFY19. This was due mainly to interest savings from refinancing of borrowings and repayment of debt from the proceeds of the divestments in FY2019. The weighted average cost of debt for 1HFY20 was 1.9% per annum and 2.4% per annum for 1HFY19. At 31 March 2020, 61% (31 March 2019: 79%) of borrowings were at fixed rates. The total return attributable to Unitholders of the Trust for 1HFY20 of A$74.8 million was A$11.4 million (or 18.0%) higher than 1HFY19 which included (a) a gain on divestment of investment property held for sale of A$1.6 million, (b) a fair value gain on foreign currency forward contracts of A$0.6 million to hedge the currency risk on distributions to Unitholders and (c) net exchange gains of A$1.5 million which relate to translation of the Trust’s foreign currency borrowings and are partially offset by the exchange differences arising from settlement of foreign currency forward contracts. Tax expenses for 1HFY20 of A$11.5 million were A$0.1 million (or 0.5%) lower than 1HFY19. This was due mainly to lower deferred tax expense. The REIT Manager has elected to receive 100% of the 1HFY20 management fee in the form of units (1HFY19: 91.6%).

Income available for distribution to Unitholders was A$84.5 million, an increase of A$10.9 million (or 14.8%) over 1HFY19.

9 Variance from Forecast Statement

Not applicable.


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10 Commentary on the significant trends and competitive conditions of the industry in which

the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months

Overview The global spread of COVID-19 has severely disrupted the business environment and operating conditions across global markets. The pandemic, which has prompted authorities to implement travel bans and lockdowns, is slowing demand across almost all industries, created supply-chain disruptions and also resulted in an unprecedented oil price crash. There is significant uncertainty on how wide the outbreak will spread and how long it will last, which impacts how long the shut-down and various containment measures implemented by governments must last. Accordingly, the operating environment is expected to remain challenging in the months ahead. In Australia, the growth in number of new COVID-19 cases has continued to decline as a result of mitigation strategies implemented over the past month, such as social distancing measures that had resulted in the partial or complete shutdown of several sectors. Nevertheless, COVID-19 remains a major public health issue and is having significant effects on the domestic economy and financial system. The Reserve Bank of Australia has also reported that national output in Australia is likely to fall by around 10% over the first half of 2020, with most of this decline taking place in the June quarter. In Europe, the COVID-19 outbreak has gradually come under control in April for Germany and the Netherlands, with both countries announcing progressive steps to relax restriction measures. Nevertheless, the pandemic is expected to have significant adverse effects on the German and Dutch economies. Economic researchers have also highlighted that the German economy could shrink by over 4% in 2020. In the United Kingdom (“UK”), Oxford Economics forecast that the UK economy may contract by 1.4% in 2020 due to significant disruption to business activities from the COVID-19 outbreak. In Singapore, given the unprecedented nature of the COVID-19 outbreak and the public health measures taken in many countries to contain the outbreak, the Ministry of Trade and Industry has also projected full year GDP contraction to be in the range of -4.0% to -1.0% for 2020. Operationally, the REIT Manager is closely collaborating with tenants to provide support and roll out relief measures, as necessary. Such measures vary and will be reviewed on an individual basis, considering factors that include the impact of COVID-19 on the tenant, available government assistance, among others. The REIT Manager’s objective is to help tenants cope with their immediate cashflow constraints and extend as much flexibility as reasonable to accommodate their needs. The REIT Manager is also focused on managing any financial implications arising from COVID-19 and will continue to work closely with FLCT’s customers to overcome this trying period together. Capital and liquidity management will continue to be a key strategic priority.


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10 Commentary on the significant trends and competitive conditions of the industry in which

the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months (cont’d) Update on merger with FCOT On 2 December 2019, the respective managers of FLT and FCOT jointly announced the proposed merger of FLT and FCOT by way of a trust scheme of arrangement, with FLT acquiring all FCOT units held by FCOT unitholders in exchange for a combination of cash and new units in FLT. The proposed merger was approved by the unitholders of FLT and FCOT on 11 March 2020. On 15 April 2020, the respective managers of FLT and FCOT jointly announced that the trust scheme had become effective and binding on 15 April 2020. FCOT was delisted on 29 April 2020 with the merged entity renamed Frasers Logistics & Commercial Trust from 29 April 2020. With the merger, FLCT’s enlarged portfolio of 99 quality industrial and commercial properties will maintain a high occupancy rate in excess of 97% as at 31 March 2020, and be a diversified portfolio across five countries and two different asset classes. Looking ahead, the REIT Manager will continue to focus on its proactive asset and lease management strategies to generate sustainable long-term value for unitholders.


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11 Distributions

(a) Current financial period

Any distributions declared for the current period? Yes

Name of Distribution

Singapore cents Distribution from 1 October 2019 to 31December 2019

1.74

Distribution from 1 January 2020 to 31March 2020

1.73

Distribution from 1 April 2020 to 14 April2020

0.26

3.73

Singapore cents Distribution type / rate Tax-exempt distribution component (per Unit) 1.87

Capital distribution component (per Unit) 1.86Total (per Unit) 3.73

Tax rate Tax-exempt income distribution component

Capital distribution component

Distribution for the financial period from 1 October 2019 to 14 April 2020

The tax-exempt income distribution component is exempt from Singaporeincome tax in the hands of all unitholders, regardless of their nationality,corporate identity or tax residence status. No tax will be deducted from suchcomponent.

The capital distribution component represents a return of capital to unitholdersfor Singapore income tax purposes. The amount of the capital distributioncomponent will be applied to reduce the cost base of unitholders’ Units forSingapore income tax purposes. For unitholders who are liable to Singaporeincome tax on profits from the sale of their Units, the reduced cost base oftheir Units will be used to calculate any taxable trading gains arising from thedisposal of the Units.

The distribution is made pursuant to the Trust Scheme becoming effective on15 April 2020 (the "Effective Date"), and is intended to ensure that the amountavailable for distribution accrued by FLCT from 1 October 2019 up to the dayimmediately preceding the Effective Date (i.e. 14 April 2020), is distributedwith respect to the number of Units in issue as at 14 April 2020. The nextdistribution will comprise FLCT's distributions for the period from 15 April2020 to 30 September 2020, with semi-annual distributions resumingthereafter.


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11 Distributions (cont’d)

(b) Corresponding period of the immediately preceding financial period

(c) Date payable 26 June 2020

(d) Record date 14 April 2020

12 If no distributions has been declared / recommended, a statement to that effect Not applicable

13 If the Group has obtained a general mandate from Unitholders for Interested Person Transactions (“IPT”), the aggregate value of such transactions are required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect FLCT Group has not obtained a general mandate from Unitholders for any Interested Person Transactions.

Yes

Name of Distribution

Singapore cents Distribution type / rate Tax-exempt distribution component (per Unit) 2.55

Capital distribution component (per Unit) 0.99Total (per Unit) 3.54

Tax rate Tax-exempt income distribution component

Tax rate Capital distribution componentThe capital distribution component represents a return of capital to unitholdersfor Singapore income tax purposes. The amount of the capital distributioncomponent will be applied to reduce the cost base of unitholders’ Units forSingapore income tax purposes. For unitholders who are liable to Singaporeincome tax on profits from the sale of their Units, the reduced cost base oftheir Units will be used to calculate any taxable trading gains arising from thedisposal of the Units.

Any distribution declared for the corresponding period of the immediate preceding financial period?

Distribution for the financial period from 1 October 2018 to 31 March 2019

The tax-exempt income distribution component is exempt from Singaporeincome tax in the hands of all unitholders, regardless of their nationality,corporate identity or tax residence status. No tax will be deducted from suchcomponent.


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14 Additional information – Foreign Investment Regime of Australia

Australia's foreign investment regime is set out in the Australian Foreign Acquisitions and Takeovers Act 1975 (“FATA”) and the Australian Government’s Foreign Investment Policy.

Notifiable actions (i.e. mandatory notification) for Australian Land Trusts

A “foreign person”1 that acquires Units is required under the FATA to notify and receive a prior no objections notification (“FIRB Approval”) in respect of its investment in FLCT from the Australian Treasurer through the Foreign Investment Review Board (“FIRB”) if any of the circumstances set out below apply at the time the Units are acquired:

(a) if FLCT is considered to be an “Australian Land Trust”2 (“ALT”) at the time of acquisition, all foreign persons acquiring Units (including existing holders of Units acquiring additional Units) will require FIRB Approval unless an exemption applies (see below);

(b) if FLCT is not an ALT, but has gross Australian assets in excess of a specified threshold prescribed under FATA (as at the date of this Announcement, the threshold prescribed under FATA is temporarily reduced to A$0 and will rise to A$275.0 million when the temporary changes are lifted) at the time of acquisition, all investors (i) who are foreign persons and (ii) who are acquiring a substantial interest (20% or more held solely or together with associates) in FLCT or have a substantial interest (20% or more held solely or together with associates) and increase their holding, will require FIRB Approval; or

1 A “foreign person” is broadly defined in the FATA and includes: • an individual not ordinarily resident in Australia; or • a corporation in which an individual not ordinarily resident in Australia, a foreign corporation or a foreign government holds a substantial interest (20% or more held solely or together with associates); or • a corporation in which 2 or more persons, each of whom is an individual not ordinarily resident in Australia, a foreign corporation or a foreign government, hold an aggregate substantial interest (40% or more including associate holdings); or • the trustee of a trust in which an individual not ordinarily resident in Australia, a foreign corporation or a foreign government holds a substantial interest (20% or more held solely or together with associates); or • the trustee of a trust in which 2 or more persons, each of whom is an individual not ordinarily resident in Australia, a foreign corporation or a foreign government, hold an aggregate substantial interest (40% or more including associate holdings); or • a foreign government. 2 An ALT is a unit trust in which the value of interests in Australian land exceeds 50% of the value of the total assets of the unit trust.


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14 Additional information – Foreign Investment Regime of Australia (cont’d)

(c) any investor that is a Foreign Government Investor3 acquiring a “direct interest”4 in FLCT will require FIRB Approval at the time of acquisition, regardless of whether FLCT is considered to be an ALT or whether FLCT has gross Australian assets in excess of the applicable threshold.

Exemptions from ALT requirements

There are two relevant exemptions from the requirement to obtain FIRB Approval under the FATA that would otherwise apply if FLCT was considered to be an ALT:

(a) where the relevant person is not a foreign government investor and the relevant person's interest in FLCT would not be valued in excess of a specified threshold prescribed under the FATA (at the date of this announcement, the threshold prescribed under the FATA is A$0, unless the ALT has ‘sensitive’ land holdings, in which case the threshold is A$0)5; and

(b) the relevant person, together with associates, is acquiring an interest of less than 10% in FLCT and will not be in a position to influence or participate in the central management and control of FLCT or to influence, participate in or determine the policy of FLCT.6

Significant actions

As at 31 March 2020, the value of the Australian land assets comprised in FLCT's portfolio is 53.3% of the total asset value of FLCT. Consequently, FLCT is considered to be an ALT. As at 31 March 2020, FLCT had gross Australian assets of approximately A$2,248.4 million, which is above the A$0 threshold.

Any investor that is a “foreign person” acquiring Units on the secondary market should seek their own advice on the FIRB requirements as they pertain to their specific circumstances.

3 A “foreign government investor” means an entity that is:

• foreign government or separate government entity; or • a corporation, or trustee of a trust, or general partner of a limited partnership in which: o a foreign government or separate government entity, alone or together with one or more associates, holds an interest of at least 20%; or o foreign governments or separate government entities of more than one country (or parts of more than one foreign country), together with any one or more associates, hold an interest of at least 40%; • a “separate government entity” means an individual, corporation or corporation sole that is an agency or instrumentality of a foreign country or part of a foreign country, but not part of the body politic of a foreign country or of a part of a foreign country. The FATA deems foreign government related entities from the same country to be associated. The effect is that an entity will be a foreign government investor where one or more foreign government related entities from the same country have in aggregate a 20% or more interest in the subject entity. 4 A “direct interest” is defined to mean: • an interest of at least 10% in the entity or business, or • an interest of at least 5% in the entity or business if the person who acquires the interest has entered a legal arrangement relating to the businesses of the person and the entity or business, or • an interest of any percentage in the entity or business if the person who has acquired the interest is in a position to: o participate or influence the central management and control of the entity or business; or o influence, participate or determine the policy of the entity or business. 5 Outside of the temporary changes, this applies in respect of ALTs that have predominantly developed commercial real estate portfolios (i.e. less than 10% residential or vacant commercial land). It is the value of the interest being acquired, rather than the value of the underlying land that is in the usual course determinative for the purposes of this exemption. The concept of 'sensitive' land is broad and includes transport logistics facilities, mines and critical infrastructure (for example, an airport or port) as well as property that has Australian government tenants. 6 This applies where an ALT is listed on an official stock exchange (whether in Australia or not).


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15 Confirmation pursuant to Rule 720(1) of the SGX-ST Listing Manual

Frasers Logistics & Commercial Asset Management Pte. Ltd. (“FLCAM”), the Manager of FLCT confirms that it has procured undertakings from all Directors and Executive Officers (in the format set out in Appendix 7.7) pursuant to Rule 720(1) of the Listing Manual.

16 Confirmation pursuant to Rule 705(5) of the SGX-ST Listing Manual We confirm that to the best of our knowledge, nothing has come to the attention of the Board of Directors of FLCAM (as Manager of FLCT) which may render these interim financial results to be false or misleading, in any material aspect.

For and on behalf of the Board of Directors of Frasers Logistics & Commercial Asset Management Pte. Ltd.

Ho Hon Cheong Goh Yong Chian

Chairman Director

By Order of the Board of Directors of Frasers Logistics & Commercial Asset Management Pte. Ltd. (Company registration no. 201528178Z) As manager of Frasers Logistics & Commercial Trust

Catherine Yeo Company Secretary 30 April 2020


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Important Notice

This announcement may contain forward-looking statements that involve risks and uncertainties. Actual future performance, outcomes and results may differ materially from those expressed in forward-looking statements as a result of a number of risks, uncertainties and assumptions. Representative examples of these factors include (without limitation) general industry and economic conditions, interest rate trends, cost of capital and capital availability, competition from similar developments, shifts in expected levels of property rental income, changes in operating expenses, property expenses, governmental and public policy changes and the continued availability of financing in the amounts and the terms necessary to support future business.

Investors are cautioned not to place undue reliance on these forward-looking statements, which are based on the Manager's current view on future events.

The value of Units and the income derived from them, if any, may fall or rise. Units are not obligations of, deposits in, or guaranteed by, the Manager or any of its affiliates. An investment in Units is subject to investment risks, including the possible loss of the principal amount invested.

Investors should note that they have no right to request the Manager to redeem their Units while the Units are listed. It is intended that Unitholders may only deal in their Units through trading on the SGX-ST. Listing of the Units on the SGX-ST does not guarantee a liquid market for the Units.

This announcement is for information only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Units. The past performance of FLCT and the Manager is not necessarily indicative of the future performance of FLCT and the Manager.

frasers logistics & commercial trust financial … · and three freehold logistics properties...

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