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CHARTER HALL GROUP Interim / Quarterly Report 2009

Feb 23, 2009

64645_rns_2009-02-23_6d005bb4-d21b-4154-80ea-4a9163c25a35.pdf

Interim / Quarterly Report

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APPENDIX 4D – HALF YEAR REPORT HALF YEAR ENDED 31 DECEMBER 2008

Charter Hall Group (CHC) – comprising the stapling of ordinary shares in

Charter Hall Limited (ACN 113 531 150) and units in Charter Hall Property Trust (ARSN 113 339 147)

1. Reporting period

Half year report for the half ended 31 December 2008.

2. Results for announcement to the market

Revenue from ordinary activities
Profit/(loss) from ordinary activities after tax
attributable to members
Net profit/(loss) for the period after tax attributable to
members
Underlying profit
Distribution / dividend
Interim distribution in respect of a CHPT unit
Interim dividend in respect of a CHL share
Total
Record date for determining entitlements
to distributions - 31 December 2008.
Consolidated
2008
$000’s
Consolidated
2007
$000’s
% change
35,967
42,687
(16%)
(16,633)
46,482
(136%)
(16,633)
46,482
(136%)
20,909
26,308
(16%)
2008 (Cents)
2007(Cents)
% change
3.96
6.30
(37%)
nil
nil
n/a
3.96
6.30
(37%)

The interim distribution is expected to be paid on 27 February 2009.

Earnings per security
Basic earnings per stapled security
Basic underlying* earnings per stapled security
2008 (Cents)
2007(Cents)
% change
(3.82)
11.09
(134%)
4.80
6.28
(21%)
  • Underlying earnings excludes fair value adjustments, gains / losses on sale of investments and non cash AIFRS charges such as share based payments expense and amortisation. Previously Underlying earnings included income tax benefit. Given the Group currently forecasts a non-cash tax benefit, tax has been excluded from the calculation of Underlying earnings.

3. Net tangible assets per security

NTA per security 31 December 2008
31 December 2007
% change
$1.09
$1.18
(8%)

The number of securities on issue is 496.8m (2007: 436.7m). For the calculation of NTA the number of securities is reduced to 446.5m (2007: 419.8m). The difference represents securities issued under the employee share scheme which are unable to be recognised for accounting purposes under AASB 2 Share Based Payments . The corresponding loan receivable and interest income is also unable to be recognised.

4. Entities over which control has been gained or lost during the period

Charter Hall Property Trust sold down its investment in Charter Hall Core Plus Retail Fund (CPRF) and it’s sub-trusts on 30 July 2008 when equity was raised. CHPT has a co-investment of 62%, however it does not govern the financial and operating policies of CPRF and therefore does not control the Fund and therefore does not consolidate CPRF.

5. Distribution Reinvestment Plan (“DRP”)

The DRP is currently in operation.

6. Associates & Joint venture entities

The Group holds a 50% interest in Commercial & Industrial Property Pty Ltd.

The Group holds a 3% interest in Charter Hall Opportunity Fund No 4 and a 15% interest in Charter Hall Opportunity Fund No 5 which are both unlisted opportunity funds managed by Charter Hall.

The Group holds a 20% interest in Charter Hall Diversified Property Fund, a 23% interest in Charter Hall Core Plus Office Fund, a 25% interest in Charter Hall Core Plus Industrial Fund, a 62% interest in Charter Hall Core Plus Retail Fund and a 25% interest in Charter Hall Umbrella Fund.

7. Accounting standards applied to foreign entities

Not applicable.

8. Audit dispute or qualification

None.

CHARTER HALL GROUP

FINANCIAL REPORT

COMPRISING CHARTER HALL LIMITED AND ITS CONTROLLED ENTITIES

FOR THE HALF YEAR ENDED 31 DECEMBER 2008

Contents

DIRECTORS’ REPORT.................................................................................................................1 CONSOLIDATED INCOME STATEMENT ....................................................................................6 CONSOLIDATED BALANCE SHEET...........................................................................................7 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY........................................................8 CONSOLIDATED CASH FLOW STATEMENT.............................................................................9 NOTES TO THE FINANCIAL STATEMENTS .............................................................................10 DIRECTORS’ DECLARATION....................................................................................................15 INDEPENDENT AUDITOR’S REVIEW REPORT .......................................................................16

Charter Hall Group

Directors’ Report

Charter Hall Group (the Group or CHG) comprises Charter Hall Limited (the Company or CHL) and its controlled entities, which include Charter Hall Funds Management Limited as the Responsible Entity of Charter Hall Property Trust (the Trust or CHPT). Charter Hall Limited and Charter Hall Funds Management Limited have identical Boards of Directors. The term Board hereafter should be read as a reference to both these Boards.

The Directors of the Board present their Report, together with the consolidated Financial Report of the Group, for the half year ended 31 December 2008, and the Independent Auditor’s Review Report thereon.

The units in the Trust are ‘stapled’ to the shares in the Company. A stapled security comprises one Company share and one Trust unit. The stapled securities cannot be traded or dealt with separately.

Directors

The Directors of the Board in office at any time during the half year and up to the date of this report are as follows:

K Roxburgh Chairman and Non-Executive Independent Director R Woodhouse Deputy Chairman and Non-Executive Independent Director P Derrington Non-Executive Independent Director G Fraser Non-Executive Independent Director C McGowan Non-Executive Independent Director C Fuchs Executive Director D Harrison Joint Managing Director D Southon Joint Managing Director

Distributions

Distributions paid or declared by Charter Hall Group to securityholders since the end of the previous financial year were:

Interim distribution for the 31 December 2008 period of 3.96 cents per
security declared and payable 27 February 2009.
2008
2007
$’000
$’000
17,679
26,448

Distribution Re-investment Plan (DRP)

The DRP is currently in operation. The DRP price, which is calculated as a 2% discount on the 15 day VWAP (Volume Weighted Average Price), being 5 January 2009 to 23 January 2009, is $0.2879. The distribution /DRP issuance will occur on 27 February 2009. The participation rate was 35%.

1

Charter Hall Group Directors’ Report (continued)

Results

The 31 December 2008 half year financial results can be summarised as follows:

Dec 2008 Dec 2007
Revenue ($m) 1 36.0 42.7
Net profit /(loss) after tax ($m) (16.6) 46.5
Underlying earnings ($m) 2 20.9 26.3
Distribution ($m) 17.7 26.5
Underlying earnings per stapled security (cents) 2 4.80 6.28
Distribution per stapled security (cents) 3.96 6.30
Interest Cover (before sales of investments and
fair value adjustments)
7.09 times 3.80 times
Dec 2008 June 2008
Total Assets ($m) 610 802
Total Liabilities ($m) 122 310
Net Assets ($m) 488 492
NTA per security ($) 3 1.09 1.19
Gearing – borrowings to total assets 4 10.9% 31.2%
Assets under Management ($bn) 3.9 3.9
  • 1 – Gross revenue does not include gains on sale of investments of $4.6m (2007: gain of $5.0m) or share of net profits of associates of $0.6m (2007: profit of $4.5m)

  • 2 – Excludes fair value adjustments on investment property, financial assets and financial instruments, gains on sale of investments and non-cash AIFRS charges such as share based payments expense and amortisation. Previously Underlying earnings included income tax benefit. Given the Group currently forecasts a non-cash tax benefit, tax has been excluded from the calculation of Underlying earnings.

  • 3 – Excludes stapled securities issued under LTI Plan in accordance with AASB 2 Share-Based Payment .

  • 4 – Gearing is calculated by using debt and total assets net of cash

The reported Group statutory result is a loss after tax for the half year of $16.6m (2007: profit of $46.5m). The loss after tax includes gains on sale of investments of $4.6m (2007: gain of $5.0m) and a fair value decrement of $41.6m (2007: increment of $16.8m) comprising property investments $31.8m and derivatives $9.8m. The fair value adjustments are a result of write downs in the value of units in unlisted funds and negative movements in financial instruments (mark to market of hedges). Fair value movements do not have an impact on the Group’s operating cashflow or distributable income.

The decrease in underlying profit to $20.9m, from $26.3m in the previous corresponding period, is due mainly to the following:

  • Decreased performance and transaction fees as a result of the deterioration in market conditions and global financial crisis.

2

Charter Hall Group

Directors’ Report

(continued)

  • Reduced distribution income mainly due to increased interest expense in Charter Hall managed funds.

  • Lower contribution from CIP.

  • Offset of increased asset management income due to growth in assets under management (from $3.2bn to $3.9bn) in existing funds and CPRF external equity raised.

  • Increased development management income due to increased projects under management.

  • Lower interest expense as a result of reduced debt using proceeds from CPRF equity raising.

Review of operations

Charter Hall Property Trust (CHPT) sold down its investment in Charter Hall Core Plus Retail Fund (CPRF) and it’s sub-trusts on 30 July 2008 when equity was raised. CHPT now has a co-investment of 62%, however it does not govern the financial and operating policies of CPRF and therefore does not control the Fund and therefore does not consolidate CPRF.

CPRF was established as the third Fund in a series of sector specific core plus investment vehicles managed by Charter Hall. CPRF follows the successful establishment of the Core Plus Office Fund (CPOF) in 2006 and the Core Plus Industrial Fund (CPIF) in 2007.

The Group has used the proceeds from the sell down of CPRF assets and the off balance sheet financing of CPRF to reduce its debt. The Group’s debt facility with NAB has accordingly been resized to $100 million from $350 million and extended to a three year term expiring July 2011 which is hedged for 2.2 years.

The portfolio of investments held by CHPT now comprises co-investments in 5 high quality unlisted property funds with a WALE of 8.6 years, a 99% occupancy level and a strong tenant list, dominated by Telstra, Bunnings, Mercer, Woolworths, Coles, Harvey Norman, BHP and Government or related entities.

CPRF, in which CHPT holds a 62% interest, owns 17 assets with a total asset value of $433m.

CPOF, in which CHPT holds a 23% interest, owns 18 assets with a total asset value of $1.5bn which has increased from $1.4bn at 1 July 2008 with a combination of acquisitions and progression of assets under development.

CPIF, in which CHPT holds a 25% interest, owns 13 assets with a total asset value of $378m which has increased from $325m at 1 July 2008.

DPF, in which CHPT holds a 20% interest, owns 12 assets which are in total valued at approximately $191m.

CHOF4, in which CHL hold a 3% interest, has 8 projects with 2 completed. Equity of $131m representing 80% of the total has been called to date.

CHOF5, in which CHL holds a 15% interest, has 5 projects including 2 projects in New Zealand. Equity of $122m representing 41% of the total has been called to date.

CHUF, in which CHPT holds a 25% interest, owns investments in unlisted and listed real estate investment trusts totalling $196m.

3

Charter Hall Group Directors’ Report (continued)

Total assets under management as at 31 December 2008 remains unchanged at $3.9bn (30 June 2008: $3.9bn) with falling asset values offset by increased investment in underlying funds.

Auditor’s independence declaration

A copy of the auditors’ independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 5.

Rounding off of amounts

The Group is of a kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the “rounding off” of amounts in the directors’ report and financial report. Amounts in the directors’ report and financial report have been rounded to the nearest thousand dollars, in accordance with that class order, unless otherwise indicated.

This report is made in accordance with a resolution of the directors.

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Kerry Roxburgh Chairman Sydney 23 February 2009

4

PricewaterhouseCoopers ABN 52 780 433 757

Auditor’s Independence Declaration

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

As lead auditor for the review of Charter Hall Limited for the half year ended 31 December 2008, I declare that, to the best of my knowledge and belief, there have been:

  • (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (b) no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Charter Hall Limited and the entities it controlled during the period.

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B K Hunter Partner PricewaterhouseCoopers

Sydney 23 February 2009

Liability limited by a scheme approved under Professional Standards Legislation.

5

Charter Hall Group

Consolidated Income Statement

For the half year ended 31 December 2008

Notes 31 December 2008
$’000
35,967
4,637
(1,562)
(9,447)
(124)
(2,319)
(4,460)
553
23,245
(31,776)
(9,807)
(18,338)
1,705
(16,633)
(7,894)
(8,739)
(16,633)
Cents per
stapled security
3.96
(3.82)
(3.09)
31 December 2007
$’000
Revenue
Gains on sale of investments
Investment property expenses
Employee benefits expenses
Depreciation
Other expenses
Finance costs
Share of net profits of associates accounted for using the equity
method
Fair value adjustments - property investments
Fair value adjustments - derivatives
Profit/(loss) before income tax
Income tax benefit
Profit/(loss) for the period
Attributable to:
Equity holders of Charter Hall Limited
Equity holders of Charter Hall Property Trust (minority interest)
Profit/(loss) attributable to stapled securityholders
of Charter Hall Group
Distributions paid and payable
Basic earnings per stapled security
2
Diluted earnings per stapled security
2
42,687
4,971
(4,267)
(7,029)
(86)
(2,585)
(8,842)
4,499
29,348
16,329
465
46,142
340
46,482
579
45,903
46,482
Cents per
stapled security
6.30
11.09
10.90

The above consolidated income statement should be read in conjunction with the accompanying notes.

6

Charter Hall Group

Consolidated Balance Sheet As at 31 December 2008

Notes 31 December 2008
$’000
2,655
19,462
24,295
46,412
5,409
63,238
467,686
-
16,664
1,714
6,012
-
2,434
563,157
609,569
46,049
261
46,310
68,986
4,116
2,466
-
54
75,622
121,932
487,637
5,554
(45,105)
(11,576)
(51,127)
538,764
487,637
30 June 2008
$’000
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Assets available for sale
Total current assets
Non-current assets
Trade and other receivables
Investments accounted for using the equity method
7
Financial assets at fair value through the profit and loss
8
Other financial assets
Investment properties
Property, plant and equipment
Deferred tax assets
Derivative financial instruments
Other assets
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Provisions
Total current liabilities
Non-current liabilities
Borrowings
Derivative financial instruments
Deferred tax liabilities
Financial liabilities
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity
Equity holders of Charter Hall Limited
Contributed equity
Reserves
Accumulated losses
Parent entity interest
Equity holders of Charter Hall Property Trust and other minority
interests
Total equity
16,183
29,879
-
46,062
5,082
50,340
227,283
18,182
439,645
1,577
5,110
5,880
2,760
755,859
801,921
42,491
109
42,600
260,981
-
3,408
2,462
150
267,001
309,601
492,320
5,272
(46,679)
(3,683)
(45,090)
537,410
492,320

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

7

Charter Hall Group

Consolidated Statement of Changes in Equity For the half year ended 31 December 2008

31 December 2008
$’000
492,320
(189)
887
698
(16,633)
(15,935)
27,386
(17,679)
-
1,545
11,252
487,637
(8,041)
(7,894)
(15,935)
31 December 2007
$’000
Total equity at the beginning of the half year
Changes in the fair value of derivatives, net of tax
Foreign currency reserve movement
Net profit/(loss) recognised directly in equity
Profit/(loss) for the half year
Total recognised income and expense for the half year
Transactions with equityholders in their capacity as equity
holders:
Contributions of equity, net of transaction costs
Distribution provided for or paid
Other
Security based payments reserve
Total equity at the end of the half year
Total profit/(loss) for the half year and net profit recognised
directly in equity attributable to:
Equity holders of Charter Hall Limited
Equity holders of Charter Hall Property Trust
461,011
(189)
(73)
(262)
46,482
46,220
20,923
(26,448)
(45)
1,109
(4,461)
502,770
566
45,654
46,220

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes .

8

Charter Hall Group

Consolidated Cash Flow Statement For the half year ended 31 December 2008

Notes 31 December 2008
$’000
33,806
(22,261)
(8,896)
14,220
4,436
21,305
(51)
(605)
-
(111,897)
86,262
-
181,876
(2,083)
153,502
17,051
(192,073)
(13,313)
(188,335)
(13,528)
16,183
2,655
31 December 2007
$’000
Cash flows from operating activities
Receipts from customers (inclusive of goods and services tax)
Payments to suppliers and employees (inclusive of goods and
services tax)
Interest paid
Distributions and dividends from investments
Interest received
Net cash inflow from operating activities
Cash flows from investing activities
Payment for property, plant and equipment
Payments for investment property
Proceeds on disposal of investment property
Payments for investments
Receipts from sale of subsidiary net of cash
Loans to employees
Repayment of borrowings by related parties
Loans to related parties
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from issues of securities
Proceeds from/(repayment of borrowings)
Distributions paid to securityholders
Net cash inflow/(outflow) from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the half year
Cash and cash equivalents at the end of the half year
39,285
(17,461)
(6,573)
4,420
1,410
21,081
(32)
(80,141)
30,500
(104,109)
42,763
(4,178)
-
205
(114,992)
20,917
104,488
(20,723)
104,682
10,771
26,507
37,278

The above consolidated cash flow statement should be read in conjunction with the accompanying notes .

9

NOTES TO THE FINANCIAL STATEMENTS HALF YEAR ENDED 31 DECEMBER 2008

1. BASIS OF PREPARATION OF HALF YEAR REPORT

This general purpose financial report for the interim half year reporting period ended 31 December 2008 has been prepared in accordance with Accounting Standard AASB 134, Interim Financial Reporting and the Corporations Act 2001 . The Charter Hall Group financial report represents the consolidated financial report of Charter Hall Limited and its controlled entities including Charter Hall Property Trust. For the purposes of AASB Interpretation 1002 Post Date of Transition Stapling Arrangements , Charter Hall Limited has been identified as the Parent Entity in relation to the stapling. In accordance with AASB Interpretation 1002 the results and equity, not directly owned by CHL, of CHPT have been treated and disclosed as a minority interest. Whilst the results and equity of CHPT are disclosed as a minority interest, the stapled securityholders of CHL are the same as the stapled securityholders of CHPT.

The interim financial report does not include all notes normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2008 and any public announcements made by Charter Hall Group during the half year to 31 December 2008 in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

The accounting policies adopted in the preparation of the financial report are consistent with those of the previous financial year and corresponding interim reporting period.

2. EARNINGS PER STAPLED SECURITY

The Responsible Entity does not consider it appropriate to use profit under Australian Accounting Standards to determine distributions to securityholders. The table below outlines the Responsible Entity’s adjustments to profit under Australian Accounting Standards to determine the amount the Responsible Entity believes should be available for distribution for the current year. The Responsible Entity uses this amount as guidance for determination.

Underlying earnings is a financial measure which is not prescribed by Australian Accounting Standards and represents the profit under Australian Accounting Standards adjusted for certain unrealised and non-cash items. Per the Trust Constitution, the adjustments, and therefore the amount distributed to securityholders, are at the discretion of the Responsible Entity. The Responsible Entity will use the underlying earnings calculated as a guide to assessing an appropriate distribution to declare.

The adjustments made to profit under Australian Accounting Standards in order to solely determine underlying earnings may change from time to time depending on future changes to accounting standards and the Responsible Entity’s assessment as to whether non-recurring or infrequent items (such as realised gains on the sale of properties) will be distributed to securityholders.

Basic – earnings per stapled security
Diluted – earnings per stapled security
Basic – underlying earnings per stapled security
Consolidated
31 December
2008
Consolidated
31 December
2007
(3.82)
11.09 cents
(3.09)
10.90 cents
4.80
6.28 cents

10

NOTES TO THE FINANCIAL STATEMENTS HALF YEAR ENDED 31 DECEMBER 2008

2. EARNINGS PER STAPLED SECURITY (CONTINUED)

Earnings reconciliation

Earnings reconciliation
Basic earnings per stapled security:
Net profit/(loss) after tax
Diluted earnings per stapled security:
Net profit/(loss) after tax
Basic underlying earnings per stapled security
:
Net profit/(loss) after tax
Gains on sale of investments
Fair value adjustment on investments
Amortisation of lease incentives given to tenants
Straight lining of lease incentives received
Non-cash share based payments expense
Tax benefit
Other
Fair value adjustments on derivatives
Basic underlying earnings
Diluted underlying earnings**
2008
$'000
2007
$'000
(16,633)
46,482
(14,669)
47,521
(16,633)
46,482
(4,637)
(4,971)
31,776
(16,329)
-
213
-
216
1,446
1,109
(1,705)
(340)
378
393
10,284
(465)
20,909
26,308
22,873
27,347
  • Diluted earnings calculation includes securities and performance rights issued under the employee share plan which are derecognised for accounting under AASB 2 Share-Based Payments. Diluted earnings are higher than basic earnings as interest income on loans to employees for securities under the share plan would be recognised.

The weighted average number of stapled securities on issue used in the calculation of basic ordinary earnings per stapled security was 435,858,386 stapled securities (2007: 419,184,910).

The weighted average number of stapled securities on issue used in the calculation of diluted ordinary earnings per stapled security was 474,987,070 stapled securities (2007: 435,967,244).

3. DISTRIBUTIONS

Distributions recognised in the current period are:

December 2008
Units
Interim
distribution
Total
distribution
December 2007
Units
Interim distribution
Total
distribution
Payment
per Unit
3.96 cents
3.96 cents
Payment
per Unit
6.30 cents
6.30 cents
Total Amount
$’000
Date of
Payment
17,679
27.2.09
17,679
Total Amount
$’000
Date of
Payment
26,448
29.2.08
26,448

11

NOTES TO THE FINANCIAL STATEMENTS HALF YEAR ENDED 31 DECEMBER 2008

4. EQUITY SECURITIES ISSUED

Issues of stapled securities
during the period
Opening balance
Add back LTI’s reversed June 2008
CIP purchase
Gift to employees
Security purchase plan
Distribution reinvestment plan
Employee share scheme issue
Less: transaction costs
Less: reversal of LTI securities
1 July to
31 December
2008 Stapled
Securities
’000
1 July to
31 December
2008
$’000
1 July to
31 December
2007 Stapled
Securities
’000
1 July to
31 December
2007
$’000
1 July to
31 December
2008 Stapled
Securities
’000
1 July to
31 December
2008
$’000
1 July to
31 December
2007 Stapled
Securities
’000
1 July to
31 December
2007
$’000
1 July to
31 December
2008 Stapled
Securities
’000
1 July to
31 December
2008
$’000
1 July to
31 December
2007 Stapled
Securities
’000
1 July to
31 December
2007
$’000
1 July to
31 December
2008 Stapled
Securities
’000
1 July to
31 December
2008
$’000
1 July to
31 December
2007 Stapled
Securities
’000
1 July to
31 December
2007
$’000
1 July to
31 December
2008 Stapled
Securities
’000
1 July to
31 December
2008
$’000
1 July to
31 December
2007 Stapled
Securities
’000
1 July to
31 December
2007
$’000
413,984
23,508
-
-
-
32,459
26,830

496,781
-
(50,338)
446,443
526,822
45,311
-
-
-
27,555
27,903
627,591
(170)
(73,214)
554,207
409,121
11,845
5,599
23
69
-
10,041

436,698
-
(16,891)
419,807
513,597
14,598
15,000
66
207
-
27,713
571,181
(239)
(36,421)
534,521

The total number of securities issued at 31 December 2008 including employee share plan securities is 496,781,239.

5. CONTINGENT LIABILITIES

Details and estimated maximum amounts of contingent liabilities (for which no amounts are recognised in the financial statements) are as follows:

The consolidated entity has obtained a bank guarantee of $3 million on behalf of Charter Hall Funds Management Limited to satisfy the net tangible asset requirements of its Australian Financial Services licence. Another bank guarantee of $0.8 million on behalf of Charter Hall Core Plus Retail Fund has since been cancelled. No liability is expected to arise.

12

NOTES TO THE FINANCIAL STATEMENTS HALF YEAR ENDED 31 DECEMBER 2008

6. SEGMENT REPORTING

The consolidated entity is organised into the following divisions:

  • Property investment – has interests in investment properties and unlisted trusts

  • Asset management and corporate – responsible for asset management, development management and property management

DECEMBER 2008

Business Segment Summary
Revenue
Net segment result after interest expense
and before fair value adjustments
Share of net profits of associates accounted
for using the equity method
Profit before income tax expense and fair
value adjustments
Fair value adjustments
Loss before income tax
Income tax benefit
Loss for the period
DECEMBER 2007
Business Segment Summary
Revenue
Net segment result after interest expense
and before fair value adjustments
Share of net profits of associates accounted
for using the equity method
Profit before income tax expense and fair
value adjustments
Fair value adjustments
Profit before income tax
Income tax benefit
Profit for the period
Property
investment
Asset
management
and corporate
Inter segment
eliminations
Consolidated
$’000
$’000
$’000
$’000
32,639
16,395
(13,067)
35,967
31,525
(8,833)
-
22,692
-
553
-
553
31,525
(8,280)
-
23,245
(40,264)
(1,319)
-
(41,583)
(8,739)
(9,599)
-
(18,338)
-
1,705
-
1,705
(8,739)
(7,894)
-
(16,633)
Property
investment
Asset
management
and corporate
Inter segment
eliminations
Consolidated
$’000
$’000
$’000
$’000
37,387
18,743
(13,443)
42,687
28,608
(3,759)
-
24,849
-
4,499
-
4,499
28,608
740
-
29,348
17,295
(501)
-
16,794
45,903
239
-
46,142
-
340
-
340
45,903
579
-
46,482

13

NOTES TO THE FINANCIAL STATEMENTS HALF YEAR ENDED 31 DECEMBER 2008

7. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD

Commercial and Industrial Property Pty Ltd
Charter Hall Opportunity Fund No. 4
Charter Hall Opportunity Fund No. 5
Total
2008
$'000
2007
$'000
42,654
43,837
3,085
3,214
17,499
3,289
63,238
50,340

8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

Core Plus Office Fund
Core Plus Retail Fund
Core Plus Industrial Fund
Charter Hall Umbrella Fund
Charter Hall Diversified Property Fund
Axiom Properties Limited
Total
2008
$'000
2007
$'000
187,468
143,178
144,956
-
56,725
57,698
54,202
71
23,650
24,332
685
2,004
467,686
227,283

9. EVENTS OCCURING AFTER THE BALANCE SHEET DATE

An interest rate hedge for $33 million was closed out on 30 January 2009 at a cost of $3.2 million.

There have been no other significant events or transactions that have arisen since the end of the financial period which, in the opinion of the Directors, would significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity.

14

Charter Hall Group Directors’ Declaration

For the half year ended 31 December 2008

In the directors’ opinion:

  • (a) the financial statements and notes set out on pages 6 to 14 are in accordance with the Corporations Act 2001 , including:

  • (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • (ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

  • (b) there are reasonable grounds to believe that the Charter Hall Group will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

==> picture [134 x 40] intentionally omitted <==

Kerry Roxburgh Chairman Sydney 23 February 2009

15

PricewaterhouseCoopers ABN 52 780 433 757

INDEPENDENT AUDITOR’S REVIEW REPORT to the stapled securityholders of Charter Hall Group

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

Report on the Half year Financial Report

We have reviewed the accompanying half year financial report of Charter Hall Group, which comprises the balance sheet as at 31 December 2008, and the income statement, statement of changes in equity and cash flow statement for the half year ended on that date, other selected explanatory notes and the directors’ declaration for the Charter Hall Group (the consolidated entity) . The consolidated entity comprises both Charter Hall Limited (the company), and the entities it controlled during that half year including Charter Hall Property Trust (the trust).

Directors’ Responsibility for the Half year Financial Report

The directors of the company are responsible for the preparation and fair presentation of the half year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half year financial report based on our review. We conducted our review in accordance with the Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Charter Hall Group, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

For further explanation of a review, visit our website http:/www.pwc.com/au/financialstatementaudit.

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

Our review did not involve an analysis of the prudence of business decisions made by directors or management.

Liability limited by a scheme approved under Professional Standards Legislation

16

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half year financial report of Charter Hall Group is not in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

==> picture [158 x 57] intentionally omitted <==

PricewaterhouseCoopers

==> picture [112 x 59] intentionally omitted <==

B K Hunter Partner

Sydney 23 February 2009

17

==> picture [182 x 91] intentionally omitted <==

CHARTER HALL PROPERTY TRUST ARSN 113 339 147 AND ITS CONTROLLED ENTITIES

FINANCIAL REPORT

FOR THE HALF YEAR ENDED 31 DECEMBER 2008

Contents DIRECTORS’ REPORT.................................................................................................................2 CONSOLIDATED INCOME STATEMENT ....................................................................................4 CONSOLIDATED BALANCE SHEET...........................................................................................5 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY........................................................6 CONSOLIDATED CASH FLOW STATEMENT.............................................................................7 NOTES TO THE FINANCIAL STATEMENTS ...............................................................................8 DIRECTORS’ DECLARATION....................................................................................................10 INDEPENDENT AUDITOR’S REVIEW REPORT .......................................................................11

Charter Hall Property Trust

Directors’ Report

The Directors of Charter Hall Funds Management Limited (the Responsible Entity), the responsible entity of Charter Hall Property Trust (the Trust or CHPT) present their Report, together with the Financial Report of the Trust for the half year ended 31 December 2008, and the Auditor’s Independent Review Report thereon.

DIRECTORS

The Directors of the Responsible Entity in office at any time during the whole of the half year and up to the date of this report are as follows:

K Roxburgh Chairman and Non-Executive Independent Director R Woodhouse Deputy Chairman and Non-Executive Independent Director P Derrington Non-Executive Independent Director G Fraser Non-Executive Independent Director C McGowan Non-Executive Independent Director C Fuchs Executive Director D Harrison Joint Managing Director D Southon Joint Managing Director

Distributions

Distributions paid or declared by the Trust to unitholders were:

Interim distribution for the 31 December 2008 period of 3.96 cents per unit
declared and payable 27 February 2009
2008
2007
$’000
$’000
17,679
26,448

Review of operations

The consolidated net profit before fair value adjustments was $31.5m (2007: $28.6m). After fair value decrements of $40.3m (2007: increment of $17.3m) comprising property investments $30.5m and derivatives $9.8m the reported loss attributable to unitholders for the half year was $8.7m (2007: profit of $45.9m).

Auditor’s independence declaration

A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 3.

Rounding off of amounts

The Trust is of a kind referred to in Class Order 98/0100, issued by the Australian Securities & Investments Commission, relating to the “rounding off” of amounts in the directors’ report and financial report. Amounts in the directors’ report and financial report have been rounded to the nearest thousand dollars, in accordance with that class order, unless otherwise indicated.

Auditor

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001 .

This report is made in accordance with a resolution of directors.

==> picture [143 x 42] intentionally omitted <==

Kerry Roxburgh Chairman Sydney 23 February 2009

2

PricewaterhouseCoopers ABN 52 780 433 757

Auditor’s independence declaration

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

As lead auditor for the review of Charter Hall Property Trust for the half year ended 31 December 2008, I declare that, to the best of my knowledge and belief, there have been:

  • (a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

  • (b) no contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Charter Hall Property Trust and the entities it controlled during the period.

==> picture [119 x 63] intentionally omitted <==

B K Hunter Partner PricewaterhouseCoopers

Sydney 23 February 2009

Liability limited by a scheme approved under Professional Standards Legislation

3

Charter Hall Property Trust

Consolidated Income Statement

For the half year ended 31 December 2008

Notes 31 December 2008
$’000
32,640
4,637
(1,563)
228
(4,417)
31,525
(30,457)
(9,807)
(8,739)
Cents per unit
3.96
(2.01)
(1.84)
31 December 2007
$’000
Revenue
Gains on sale of investments
Investment property expenses
Other expenses
Finance costs
Fair value adjustments – property investments
Fair value adjustments – derivatives
Net profit/(loss) after income tax attributable to unitholders of
Charter Hall Property Trust
Earnings per unit for profit attributable to the ordinary
unitholders of the Trust:
Distributions paid and payable
Basic earnings per unit
2
Diluted earnings per unit
2
37,388
4,971
(4,267)
(642)
(8,842)
28,608
16,830
465
45,903
Cents per unit
6.30
10.95
10.53

The above consolidated income statement should be read in conjunction with the accompanying notes.

4

Charter Hall Property Trust

Consolidated Balance Sheet As at 31 December 2008

Notes 31 December 2008
$’000
1,178
8,575
23,525
33,278
138,285
467,001
-
16,664
-
-
621,950
655,228
43,362
43,362
68,986
-
4,116
-
73,102
116,464
538,764
548,653
310
(10,199)
538,764
30 June 2008
$’000
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Assets available for sale
Total current assets
Non-current assets
Trade and other receivables
Financial assets at fair value through profit and loss
7
Other financial assets
Investment properties
Deferred tax assets
Derivative financial instruments
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Total current liabilities
Non-current liabilities
Borrowings
Deferred tax liabilities
Derivative financial instruments
Interest bearing liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated profits / (losses)
Total equity
12,904
6,034
-
18,938
129,008
225,279
18,182
440,121
152
5,880
818,622
837,560
36,420
36,420
260,981
288
-
2,462
263,731
300,151
537,409
521,550
(359)
16,218
537,409

The above consolidated balance sheet should be read in conjunction with the accompanying notes.

5

Charter Hall Property Trust

Consolidated Statement of Changes in Equity For the half year ended 31 December 2008

31 December 2008
$’000
537,409
(189)
858
669
(8,739)
(8,070)
27,104
(17,679)
-
9,425
538,764
31 December 2007
$’000
Total equity at the beginning of the half year
Changes in the fair value of derivatives, net of tax
Foreign currency reserve movement
Net profit/(loss) recognised directly in equity
Profit/(loss) for the half year
Total recognised income and expenses for the half year
Transactions with unitholders in their capacity as
unitholders:
Contributions of equity, net of transaction costs
Distribution provided for or paid
Other
Total equity at the end of the half year
506,625
(189)
(60)
(249)
45,903
45,654
20,706
(26,448)
(46)
(5,788)
546,491

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes .

6

Charter Hall Property Trust

Consolidated Cash Flow Statement For the half year ended 31 December 2008

31 December 2008
$’000
954
(6,524)
(8,854)
11,534
17,168
14,278
-
640
(96,967)
86,262
-
181,876
(9,277)
162,534
16,770
(191,995)
(13,313)
(188,538)
(11,726)
12,904
1,178
31 December 2007
$’000
Cash flows from operating activities
Receipts from customers (inclusive of goods and services
tax)
Payments to suppliers and employees (inclusive of goods
and services tax)
Interest paid
Distributions from investments
Interest received
Net cash inflow from operating activities
Cash flows from investing activities
Payments for investment property
Proceeds on disposal of investment property
Payments for investments
Receipts from sale of subsidiary net of cash
Proceeds from sale of financial assets
Repayment of borrowings
Loans to related parties
Net cash outflow from investing activities
Cash flows from financing activities
Proceeds from issue of units
Proceeds from/(repayment of borrowings)
Distributions paid to unitholders
Net cash inflow/(outflow) from financing activities
Net increase/(decrease) in cash and cash equivalents held
Cash and cash equivalents at the beginning of the half year
Cash and cash equivalents at the end of the half year
21,424
(6,048)
(6,573)
4,061
13,651
26,515
(80,127)
30,499
(70,923)
-
42,764
-
(45,169)
(122,956)
20,706
104,488
(20,723)
104,471
8,030
23,402
31,432

The above consolidated cash flow statement should be read in conjunction with the accompanying notes .

7

NOTES TO THE FINANCIAL STATEMENTS HALF YEAR ENDED 31 DECEMBER 2008

1. BASIS OF PREPARATION OF HALF YEAR REPORT

This general purpose financial report for the interim half year reporting period ended 31 December 2008 has been prepared in accordance with Accounting Standard AASB 134, Interim Financial Reporting and the Corporations Act 2001 . The Charter Hall Property Trust financial report represents the consolidated financial report of Charter Hall Property Trust and its controlled entities.

The interim financial report does not include all notes normally included in an annual financial report. Accordingly, this report should be read in conjunction with any public announcements made by Charter Hall Property Trust during the half year to 31 December 2008 in accordance with the continuous disclosure requirements of the Corporations Act 2001 .

The accounting policies adopted in the preparation of the financial report are consistent with those of the previous financial year and corresponding interim reporting period.

Deficiency in working capital

Although the Trust is in a net current liability position as at 31 December 2008, there is no reason to believe that it will not be able to pay its liabilities as and when they fall due. The Trust has a $100m NAB facility of which $30.6m is undrawn at 31 December 2008.

The cash flow statement shows net cash outflows from operating activities of $14.3m.

2. EARNINGS PER UNIT

Basic - earnings per unit
Diluted - earnings per unit
Earnings reconciliation
Consolidated
31 December
2008
Consolidated
31 December
2007
(2.01) cents
10.95 cents
(1.84) cents
10.53 cents
Basic earnings per unit:
Net profit/(loss) after tax
Diluted earnings per unit*:
Net profit/(loss) after tax
2008
$'000
2007
$'000
(8,739)
45,903
(8,739)
45,903
  • Diluted earnings calculation includes units and performance rights issued under the employee share plan which are derecognised for accounting under AASB 2 Share Based Payment .

435,858,386 units (2007: 419,184,910).

The weighted average number of units on issue used in the calculation of diluted ordinary earnings per unit was 474,987,070 units (2007: 435,967,244).

3. DISTRIBUTIONS

Distributions recognised in the current period are:

December 2008
Interim distribution
December 2007
Interim distribution
Payment
per Unit
Total Amount
$’000
Date of
Payment
3.96 cents
17,679
27.2.09
6.30 cents
26,448
29.2.08

8

NOTES TO THE FINANCIAL STATEMENTS HALF YEAR ENDED 31 DECEMBER 2008

4. EQUITY UNITS ISSUED

Issues of Units during the period
Opening balance
Add back LTI’s reversed June 2008
CIP purchase
Gift to employees
Security purchase plan
Distribution reinvestment plan
Employee share scheme issue
Less: transaction costs
Less: reversal of LTI securities
1 July 2008 to
31 December
2008 Units ’000
1 July 2008 to 31
December 2008
$’000
1 July 2007 to 31
December 2007
Units ’000
1 July 2007 to 31
December 2007
$’000
413,984
526,822
409,121
508,466
23,508
45,311
11,845
14,451
-
-
5,599
14,849
-
-
23
64
-
-
69
204
32,459
27,555
-
-
26,830
27,903
10,041
27,434
496,781
627,591
436,698
565,468
-
(170)
-
(239)
(50,338)
(73,214)
(16,891)
(36,057)
446,443
554,207
419,807
529,172

5. CONTINGENT LIABILITIES

Details and estimated maximum amounts of contingent liabilities (for which no amounts are recognised in the financial statements) are as follows:

The consolidated entity has obtained a bank guarantee of $3 million on behalf of Charter Hall Funds Management Limited to satisfy the net tangible asset requirements of its Australian Financial Services licence. Another bank guarantee of $0.8 million on behalf of Charter Hall Core Plus Retail Fund has since been cancelled. No liability is expected to arise.

6. SEGMENT REPORTING

The consolidated entity’s only business is investing in property assets in Australia and New Zealand. Consequently there are no separately reportable segments.

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS

Core Plus Office Fund
Core Plus Retail Fund
Core Plus Industrial Fund
Charter Hall Umbrella Fund
Charter Hall Diversified Property Fund
Total
2008
$'000
2007
$'000
187,468
143,178
144,956
-
56,725
57,698
54,202
71
23,650
24,332
467,001
225,279

8. EVENTS OCCURING AFTER THE BALANCE SHEET DATE

An interest rate hedge for $33 million was terminated on 30 January 2009 at a cost of $3.2 million.

There have been no other significant events or transactions that have arisen since the end of the financial period which, in the opinion of the Directors, would significantly affect the operations of the consolidated entity, the results of those operations, or the state of affairs of the consolidated entity.

9

Charter Hall Property Trust Directors’ Declaration

For the half year ended 31 December 2008

In the directors’ opinion:

  • (a) the financial statements and notes set out on pages 4 to 9 are in accordance with the Corporations Act 2001 , including:

  • (i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and

  • (ii) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

  • (b) there are reasonable grounds to believe that Charter Hall Property Trust will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the directors.

==> picture [143 x 42] intentionally omitted <==

Kerry Roxburgh Chairman Sydney 23 February 2009

10

PricewaterhouseCoopers ABN 52 780 433 757

INDEPENDENT AUDITOR’S REVIEW REPORT to the unitholders of Charter Hall Property Trust

Darling Park Tower 2 201 Sussex Street GPO BOX 2650 SYDNEY NSW 1171 DX 77 Sydney Australia www.pwc.com/au Telephone +61 2 8266 0000 Facsimile +61 2 8266 9999

Report on the Half Year Financial Report

We have reviewed the accompanying half year financial report of Charter Hall Property Trust, which comprises the balance sheet as at 31 December 2008, and the income statement, statement of changes in equity and cash flow statement for the half year ended on that date, other selected explanatory notes and the directors’ declaration for the Charter Hall Property Trust Group (the consolidated entity). The consolidated entity comprises both Charter Hall Property Trust (the trust) and the entities it controlled during that half year.

Directors’ Responsibility for the Half Year Financial Report

The directors of Charter Hall Funds Management Limited (the responsible entity) are responsible for the preparation and fair presentation of the half year financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001 . This responsibility includes establishing and maintaining internal control relevant to the preparation and fair presentation of the half year financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half year financial report based on our review. We conducted our review in accordance with the Auditing Standard on Review Engagements ASRE 2410 Review of an Interim Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and its performance for the half year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of Charter Hall Property Trust, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. It also includes reading the other information included with the financial report to determine whether it contains any material inconsistencies with the financial report. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

For further explanation of a review, visit our website http:/www.pwc.com/au/financialstatementaudit.

While we considered the effectiveness of management’s internal controls over financial reporting when determining the nature and extent of our procedures, our review was not designed to provide assurance on internal controls.

Our review did not involve an analysis of the prudence of business decisions made by directors or management.

Liability limited by a scheme approved under Professional Standards Legislation

11

Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001.

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half year financial report of Charter Hall Property Trust is not in accordance with the Corporations Act 2001 including:

(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2008 and of its performance for the half year ended on that date; and

(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

==> picture [168 x 60] intentionally omitted <==

PricewaterhouseCoopers

==> picture [120 x 63] intentionally omitted <==

B K Hunter Partner

Sydney

23 February 2009

12