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CROMWELL PROPERTY GROUP Annual Report 2008

Aug 18, 2008

64673_rns_2008-08-18_cfc3723e-02ee-45be-8af0-d1444be98040.pdf

Annual Report

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Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

Rule 4.3A

Appendix 4E Preliminary final report CROMWELL GROUP

CROMWELL GROUP STRUCTURE

This report is for the Cromwell Group, consisting of Cromwell Corporation Limited (ABN 44 001 056 980) (“the Company”), Cromwell Diversified Property Trust (ABN 30 074 537 051) (“the Trust”) and their respective controlled entities.

The responsible entity of the Trust is Cromwell Property Securities Limited (ABN 11 079 147 809) a subsidiary of Cromwell Corporation Limited.

REPORTING PERIOD

The financial information contained in this Report is for the year ended 30 June 2008.

Comparative amounts, unless otherwise indicated, are for the year ended 30 June 2007.

Cromwell Group was formed in December 2006 by the Stapling of shares in the Company to units in the Trust. Comparative information reflects the results of the Trust only from the Stapling date of 19 December 2006. The 2008 financial information reflects a full years earnings of the Trust.

RESULTS FOR ANNOUNCEMENT TO THE MARKET

30-Jun-08
$A’000
30 Jun-07
$A’000
% Change
Revenue and other income from ordinary activities
Profit from operations attributable to stapled security holders as
assessed by the directors(1)
Profit/(loss) after tax attributable to stapled security holders
Basic/Diluted profit from operations per stapled security as
assessed by the directors(1)(2)
Basic/Diluted earnings per stapled security(2)
Distributions per stapled security
212,171
70,791
107,997
10.1 cents
15.3 cents
10.0 cents
176,446
36,644
113,957
5.3 cents
16.4 cents
5.4 cents
+20%
+93%
-5%
+91%
-7%
+85%

(1) Profit from operations calculated after adjusting for significant and non-cash items including fair value adjustments, realised gains on sale and other items as set out in the review of operations

(2) Earnings per stapled security calculated using weighted average number of securities on issue during the relevant period

DIVIDENDS AND DISTRIBUTIONS

2008
Dividends/distributions for
Interim distribution
Interim distribution
Interim distribution
Final dividend/distribution
2007
Dividends/distributions for
Interim dividend – stapling
Interim distribution
Interim distribution
Final dividend/distribution
Dividend
per
Security
Distribution
per Security
Total per
Security
Total
$’000
Franked
amt per
Security
Record
Date
Payment
Date
the year ended 30 June 2008
-
2.50¢
2.50¢
17,574
-
02/10/07
15/11/07
-
2.50¢
2.50¢
17,651
-
31/12/07
15/02/08
-
2.50¢
2.50¢
17,628
-
31/03/08
15/05/08
1.00¢
1.50¢
2.50¢
17,583
0.50¢
30/06/08
29/08/08*
1.00¢
9.00¢
10.00¢
70,436
0.50¢
the year ended 30 June 2007
0.10¢
-
0.10¢
139
0.10¢
18/12/06
18/12/06
-
1.50¢
1.50¢
10,458
-
12/02/07
20/03/07
-
1.50¢
1.50¢
10,470
-
03/04/07
21/05/07
0.80¢
1.45¢
2.25¢
15,740
0.27¢
29/06/07
31/08/07
0.90¢
4.45¢
5.35¢
36,807
0.37¢
Dividend
per
Security
Distribution
per Security
Total per
Security
Total
$’000
Franked
amt per
Security
Record
Date
Payment
Date
the year ended 30 June 2008
-
2.50¢
2.50¢
17,574
-
02/10/07
15/11/07
-
2.50¢
2.50¢
17,651
-
31/12/07
15/02/08
-
2.50¢
2.50¢
17,628
-
31/03/08
15/05/08
1.00¢
1.50¢
2.50¢
17,583
0.50¢
30/06/08
29/08/08*
1.00¢
9.00¢
10.00¢
70,436
0.50¢
the year ended 30 June 2007
0.10¢
-
0.10¢
139
0.10¢
18/12/06
18/12/06
-
1.50¢
1.50¢
10,458
-
12/02/07
20/03/07
-
1.50¢
1.50¢
10,470
-
03/04/07
21/05/07
0.80¢
1.45¢
2.25¢
15,740
0.27¢
29/06/07
31/08/07
0.90¢
4.45¢
5.35¢
36,807
0.37¢
0.10¢
-
-
1.50¢
-
1.50¢
0.80¢
1.45¢
0.10¢
139
0.10¢
1.50¢
10,458
-
1.50¢
10,470
-
2.25¢
15,740
0.27¢
0.90¢
4.45¢
5.35¢
36,807
0.37¢
  • Expected payment date

Page 1

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

COMMENTARY ON THE RESULTS FOR THE PERIOD

Financial performance

The financial performance for the year reflects the first full year since the significant increase in the assets of the Group following the Stapling transaction, and reflects the resulting increase in income. Basic earnings attributable to stapled securityholders were 15.3 cents per stapled security.

Net income from investment properties recognised in the income statement for the period was $73,161,000 (2007:$48,779,000). The financial results have also been positively impacted by net increases in the fair value of investment properties of $34,649,000 (2007: $69,779,000).

A gain on sale of $7,470,000 (2007: $4,963,000) was derived during the year, primarily from the sale of the Bird Cameron (Perth) and Heidelberg (Brisbane) properties. The Group also recognised small adjustments on the sale of the Bundall (Gold Coast) and Goulburn Street (Sydney) properties during the year. These properties had previously been revalued at 30 June 2007 to fair value based on anticipated sales value.

One-off costs of $7,049,000 associated with the stapling transaction were incurred during the previous financial year.

The Trust previously had a limited term (80 years), and in accordance with AASB 132, net assets attributable to unitholders were recognised as debt, rather than equity. This also led to the recognition of the finance cost attributable to unitholders in the income statement. The responsible entity amended the constitution of the Trust on 1 June 2007 to remove the limitation on the Trust term. The net assets attributable to unitholders have therefore been reclassified as equity since that date.

Profit from operations

The Board excludes certain items from the net profit after tax but before unitholders’ finance costs to arrive at an operating profit before significant and non-cash items, when considering amounts available for distribution by the Group, as follows:

Profit from operations
Other items:
Gain on sale of investment properties
Net gain/(loss) on fair value adjustments:

Investment properties(1)

Interest rate derivatives(1)
Decrease to receivable amount

Available for sale financial assets
Straight-line lease income(1)
Lease incentives and lease costs amortised(1)
Amortisation of finance costs(1)
Employee options expense
Amortisation and depreciation
Share of profit of equity accounted entities(1)
Gain on dilution of interest in associate
Stapling transaction costs
Share of net profit attributed to external minority interests
Income tax adjustments(2)
Net profit/(loss) for the year
Attributable to:
Company shareholders
Trust unitholders – minority interest
Net profit/(loss) attributable to stapled securityholders
External minority interests
Consolidated
2008
2007
$’000
$’000
70,791
36,644
7,470
4,963
34,649
69,779
4,479
4,610
(9,011)
-
735
1,374
(4,182)
(2,221)
(890)
(1,089)
(73)
(282)
(470)
(414)
4,618
-
826
6,341
-
(7,049)
11,904
-
(945)
1,301
119,901
113,957
19,440
8,620
88,557
105,337
107,997
113,957
11,904
-
119,901
113,957

(1) Includes share of equity accounted profits relating to significant and non-cash items.

(2) Includes change in value of deferred tax asset due to recognition of future tax benefit of tax losses.

Page 2

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

Profit from operations for the year was $70,791,000 (2007: $36,644,000). Basic operating earnings attributable to stapled securityholders were 10.1 cents (2007: 5.3 cents) per stapled security a record for the Group. The increase reflected a significantly higher contribution from the property portfolio in the current financial year, coupled with higher recurring funds management and development contributions.

The performance of the investment property portfolio was strong during the year, and reflects Cromwell Group’s commitment to an in-sourced management model, with significant benefits attached to the integrated property management and tenant relationship management activities. High renewal rates with tenants continue to be achieved, and the portfolio was 99% leased at year-end, with a 5.9 year weighted average lease term.

Significant leasing activity was undertaken during the year, including a new 10-year lease to the South Australian Government over 11,621 square metres at 101 Grenfell Street, Adelaide.

Earnings per share

Basic/diluted operating earnings per stapled security_(1) (2)
Basic/diluted earnings per stapled security
(2)_
Consolidated
2008
2007
Cents
Cents
10.1
5.3
15.3
16.4

(1) Based on profits from operations disclosed above.

(2) Excludes external minority interests.

Financial position

Total assets ($’000)
Net assets ($’000)
Net tangible assets(1) ($’000)
Net debt ($’000)(2)
Gearing (%)(3)
Securities issued ($’000)
NTA per security
Consolidated
2008
2007
1,368,523
1,295,154
715,236
673,064
710,938
667,691
589,465
569,121
44%
44%
702,810
698,784
$1.01
$0.96

(1) Net assets less deferred tax asset and intangible assets.

(2) Borrowings less cash and cash equivalents and restricted cash.

(3) Net debt divided by (total tangible assets less cash and cash equivalents and restricted cash).

NTA per security has increased by 5% during the year, from $0.96 cents to $1.01, primarily as a result of the increases in value of the investment property.

The Group acquired the Tuggeranong Office Park for $166,025,000 in June 2008. The Group also sold several properties valued at $181,055,000 between July 2007 and October 2007, realising a gain on sale of $7,470,000.

Construction of the Synergy office building is Brisbane is over 50% complete, with construction expected to be finalised in November 2008.

Cromwell Group announced an on-market buy-back of up to 69 million stapled securities in January 2008. To 30 June 2008, approximately 5,565,000 securities have been repurchased under the buy-back.

At balance date the Group held borrowings of $589,465,000, net of available cash (including $25,700,000 cash held as security against borrowings). This represents gearing of approximately 44%.

The Group’s major borrowings, a $429,000,000 Commercial Mortgage Backed Security (“CMBS”) issue is due for repayment in April 2009. Since balance date offers have been received from 3 banks to provide a syndicated loan facility totalling $452,000,000, which would enable the repayment of the CMBS issue. The offers of finance have been approved by the banks credit committees, but are still subject to documentation and satisfaction of relevant pre-conditions before the funding is able to be drawn. The Directors expect that the facility will be finalised on satisfactory terms, and that it will be available to the Group prior to the scheduled repayment date of the CMBS issue.

Page 3

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

Outlook

The outlook remains very positive for the Group, despite the recent market volatility. The proportion of earnings from recurring sources of property investment and funds management is expected to be higher in the coming year with the Group having less reliance on transactional earnings.

The Group remains very well placed, with a strong Australian core property portfolio. This portfolio is expected to continue to deliver average increases in property rental income of at least 4% per annum. Continuing growth in funds under management via the Group’s expansive retail distribution network will also underpin future growth in operating profits, although more subdued growth is expected in FY09.

Page 4

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

INCOME STATEMENTS FOR THE YEAR ENDED 30 JUNE 2008

Revenue and other income
Funds management fees
Property development sales
Rental income and recoverable outgoings
Distributions
Dividends from controlled entities
Interest
Other revenue
Gain on sale of investment properties
Net gain from fair value adjustment to:

Interest rate derivatives

Investment properties
Share of profits of equity accounted entities
Gain on dilution of interest in associate
Total revenue and other income
Expenses
Cost of property development sold
Amortisation/depreciation

Property, plant and equipment

Intangibles
Commissions
Employee benefits expense
Premises rental – minimum lease payments
Property expenses and outgoings
Property administration costs
Stapling transaction costs
Finance costs (excluding unitholders)
Management fees – controlled entity
Decrease to recoverable amount:

Available-for-sale financial asset

Property development inventories
Other expenses
Profit before income tax and unitholders’ finance costs
Income tax expense/(credit)
Profit for the year before unitholders’ finance costs
Unitholders’ finance costs_(1,2)_
Profit for the year
Attributable to:
Company shareholders
Trust unitholders – minority interest
External minority interests
Profit for the year
Basic earnings per company share (cents)
Diluted earnings per company share (cents)
Consolidated
2008
2007
$’000
$’000
14,747
14,361
38,000
10,400
89,658
60,702
1,348
77
-
-
10,553
2,795
84
-
7,470
4,963
4,479
4,610
34,649
69,779
10,357
2,418
826
6,341
212,171
176,446
13,594
5,252
291
260
179
154
2,502
2,637
9,011
7,890
104
163
16,497
11,923
1,156
857
-
7,049
31,815
24,515
-
-
9,011
-
1,200
-
3,568
2,512
88,928
63,212
123,243
113,234
3,342
(723)
119,901
113,957
-
98,265
119,901
15,692
19,440
8,620
88,557
7,072
11,904
-
119,901
15,692
Cents
Cents
2.8¢
1.2¢
2.8¢
1.2¢

1. AIFRS required the Trust’s issued units to be treated as a liability and Trust distributions/changes in net assets attributable to unitholders to be treated as a finance cost in the income statement while the Trust had a limited life. Accordingly, for the period from acquisition/stapling of the Trust to 31 May 2007, $98,265,000 of the Trust’s result (including unrealised gains on fair value adjustments to investment properties) for the year ended 30 June 2007 has been classified as finance costs. The Trust’s constitution was altered on 1June 2007 such that Trust units on issue are now classified as equity. As such, the Trust’s result is not recorded as finance costs from that date.

2. There is no effect on the income tax expense/credit associated with unitholders’ finance costs.

Page 5

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

BALANCE SHEETS AS AT 30 JUNE 2008

Current Assets
Cash and cash equivalents
Trade and other receivables
Other financial assets
Derivative financial instruments
Inventories
Other current assets
Investment properties classified as held for sale
Total current assets
Non-Current Assets
Investment properties
Available-for-sale financial assets
Investments in jointly controlled entity and associate
Investments in controlled entities
Other financial assets
Property, plant and equipment
Deferred tax assets
Intangible assets
Total non-current assets
Total assets
Current Liabilities
Trade and other payables
Borrowings
Dividends/distributions payable
Current tax liabilities
Provisions
Other current liabilities
Total current liabilities
Non-Current Liabilities
Borrowings
Provisions
Total non-current liabilities
Total liabilities
Net assets
Equity attributable to shareholders
Contributed equity
Reserves
Accumulated losses
Total equity attributable to shareholders
Minority Interests
Equity attributable to unitholders
Contributed equity
Reserves
Undistributed income
Total equity attributable to unitholders
External minority interest
Total equity attributable to securityholders
Consolidated
2008
2007
$’000
$’000
8,283
17,845
48,473
24,342
25,700
121
19,367
13,498
4,030
12,013
2,027
1,108
107,880
68,927
-
156,452
107,880
225,379
1,120,716
927,113
11,457
-
80,593
66,245
-
-
-
61,250
43,579
9,794
3,846
5,005
452
368
1,260,643
1,069,775
1,368,523
1,295,154
5,731
13,920
475,316
153,993
17,583
15,740
2,196
882
738
526
3,314
3,862
504,878
188,923
148,132
432,973
277
194
148,409
433,167
653,287
622,090
715,236
673,064
43,644
43,347
3,023
2,950
(18,800)
(31,212)
27,867
15,085
531,853
526,145
130,966
131,834
25,150
-
687,969
657,979
(600)
-
715,236
673,064

Page 6

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

NOTES TO THE BALANCE SHEET AS AT 30 JUNE 2008

Investment Properties
Investment properties – at fair value
Movement in investment properties
Balance at 1 July
Balances assumed at stapling (refer note 33)
Additions at cost

Acquisition price

Transaction costs

Improvements
Disposal - property held by the Trust
Deconsolidation of CAF (refer note 34)
Deconsolidation of CPF (refer note 34)
Transfer to assets held for sale
Straight-lining rentals
Lease incentives
Leasing costs
Net gain from fair value adjustments
Balance at 30 June
Amounts recognised in profit and loss for investment properties
Rental and outgoings from investment properties
Direct operating expense from properties that generated rental
income
Borrowings
Current
Secured
Commercial mortgage backed security notes
Loans – financial institutions
Debentures
Lease liabilities
Non-Current
Secured
Commercial mortgage backed security notes
Loans – financial institutions
Debentures
Lease liabilities
Unsecured
Property preference shares
Maturity profile of the principal amounts of current and non-current
borrowings together with estimated interest thereon:
Due within one year
Due between one and five years
Due after five years
Consolidated
2008
$’000
2007
$’000
1,120,716
927,113
927,113
-
-
1,388,280
166,025
22,725
13,259
1,356
3,215
1,224
(24,603)
(27,283)
-
(23,968)
-
(350,985)
-
(156,452)
735
1,374
(369)
493
692
570
34,649
69,779
1,120,716
927,113
89,658
60,702
(16,497)
(11,923)
73,161
48,779
428,265
-
43,566
144,106
3,429
9,812
56
75
475,316
153,993
-
427,993
147,615
-
497
4,692
20
77
148,132
432,762
-
211
148,132
432,973
520,233
186,056
83,634
455,379
126,758
-
730,625
641,435

Commercial Mortgage Backed Security (“CMBS”) Note Issue

The CMBS facility, repayable in April 2009, is secured by first registered mortgages over all investment properties held by the Group and a registered floating charge over the assets of the Trust. Interest is payable to the note holders monthly in arrears at variable rates based on a margin over the 30 day BBSW rate which was 7.55% (2007: 6.33%) at balance date.

The CMBS issue comprises five tranches rated by a recognised rating agency, comprising 266 million Class A notes (AAA), 42 million Class B notes (AA), 43 million Class C notes (A), 56 million Class D notes (BBB) and 22 million Class E notes (BBB-). All $429,000,000 raised through the CMBS issue (2007: $288,000,000) is effectively at fixed interest rates through interest rate swap arrangements.

Page 7

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2008

Cash Flows From Operating Activities
Cash receipts in the course of operations
Cash payments in the course of operations
Dividends received
Distributions received
Interest received
Finance costs paid
Income tax paid
Reimbursements received from tax consolidated entities
Net cash provided by operating activities
Cash Flows From Investing Activities
Payments for property, plant and equipment
Payments for investment properties
Proceeds from sale of investment property
Payment for investment in associate
Payments for other financial assets
Proceeds from other financial assets
Payments for available-for-sale financial assets
Payments for software and other assets
Loans to schemes
Loans to related entities
Repayment of loans by related entities
Loans to other persons
Repayment of loans by other persons
Repayments from director related entity
Proceeds from sale of subsidiary (net of cash disposed)
Deconsolidation of subsidiary
Acquisition of Trust (net of cash acquired)
Net cash provided by/(used in) investing activities
Cash Flows From Financing Activities
Proceeds from borrowings
Repayment of borrowings
Payment of loan establishment costs
Proceeds from issue of shares
Proceeds from issue of treasury shares/securities
Payments for buy-back of stapled securities
Buy-back transaction costs
Payment of dividends/distributions
Repayment of loans to controlled entities
Payment for derivative financial instruments
Payment of distributions to external minority interests
Other payments
Net cash provided by/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at 1 July
Cash and cash equivalents at 30 June
Consolidated
2008
2007
$’000
$’000
162,392
95,142
(63,639)
(49,012)
-
-
7,808
2,590
10,450
2,417
(30,804)
(22,567)
(868)
(956)
-
-
85,339
27,614
(34,101)
(9,021)
(184,360)
(25,968)
190,064
32,745
(10,000)
-
(25,700)
-
61,371
-
(21,337)
-
(263)
(183)
-
(6,000)
(45,052)
(900)
16,972
2,500
(1,606)
-
-
736
-
3,500
-
(22)
-
(6,060)
-
11,761
(54,012)
3,088
164,780
138,699
(128,475)
(145,320)
(713)
-
-
139
234
775
(4,658)
-
(23)
-
(58,140)
(24,232)
-
-
(1,390)
-
(12,504)
-
-
(318)
(40,889)
(30,257)
(9,562)
445
17,845
17,400
8,283
17,845

Page 8

Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

NOTES TO STATEMENT OF CASH FLOWS

(a) Reconciliation of Profit for the Year to Net Cash Provided by
Operating Activities
Profit for the year
Tax expense/(credit)
Tax paid
Reimbursements received from tax consolidated entities
Finance costs - unitholders
Amortisation and depreciation
Amortisation (loan establishment costs)
Share of profits of jointly controlled entity/associate (net of
distributions)
Gain on sale of investment properties
Share based payments
Net gain on fair value adjustments of:
Investment properties
Interest rate derivatives
Gain on dilution of interest in associate
Decrease to recoverable amount:
Available-for-sale financial assets
Property development inventories
Straight-line rentals
Other
Changes in operating assets and liabilities:
(Increase)/decrease:
Trade and other debtors
Prepayments
Inventories
Increase/(decrease):
Trade and other payables
Provisions
Unearned revenue
Net cash provided by operating activities

Net of effects of acquisition/disposal of subsidiaries.
(b) Non-Cash Activities

Securities issued on reinvestment of distributions_(1)

Securities issued as payment to advisor
(1)_

Acquisition of plant and equipment by means of finance lease
Consolidated
2008
2007
$’000
$’000
119,901
15,692
3,342
(723)
(868)
(956)
-
-
-
98,265
470
414
890
1,089
(3,522)
228
(7,470)
(4,963)
73
282
(34,649)
(69,779)
(4,479)
(4,610)
(826)
(6,341)
9,011
-
1,200
-
(735)
-
25
286
5,555
(6,449)
(919)
(799)
6,783
(1,965)
(8,190)
7,483
295
172
(548)
288
85,339
27,614
10,453
3,690
-
500
-
2
  • (1) Recognised in part by both the Company and the Trust (the Trust’s share is included in minority interest while the Company’s share is included in share capital).

(c) Finance Facilities

As at 30 June 2008, the Group had secured finance facilities totalling $51,239,000 (2007: nil). This facility is restricted to the property under construction.

(d) Cash held by Cromwell Property Securities Limited (“CPSL”)

At 30 June 2008 cash was held by CPSL, a controlled entity, of $2,432,000 (2007: $3,306,000). Of this amount, approximately $500,000 (2007: $500,000) was held as part of the net tangible assets (NTA) required to be maintained by CPSL under its Australian Financial Services Licence (AFSL). As such, the cash is effectively restricted in its use as it cannot readily be used to meet expenses and obligations of other Group entities without consideration of the AFSL requirements. Other assets are also required to be maintained to meet CPSL’s minimum NTA requirements.

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Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

DIVIDEND/DISTRIBUTION REINVESTMENT PLAN

The Cromwell Group Dividend/Distribution Reinvestment Plan has been suspended for the period of the on-market share buy-back, or until reinstated by the Directors.

NET TANGIBLE ASSETS PER STAPLED SECURITY

ET TANGIBLE ASSETS PER STAPLED SECURITY
Jun 2008 Dec 2007 June 2007
Net tangible assets per stapled security $1.01 $1.02 $0.96

ASSOCIATES AND JOINT VENTURE ENTITIES

The Group has an investment in a jointly controlled entity, Cromwell TGA Planned Investment (“TGA”), and an associate, Cromwell Property Fund (“CPF”). The CPF was originally a controlled entity. Control was lost in February 2007 following the issue of units, by the CPF, to external unitholders. These entities were formed in Australia and their principal activity is property investment.

The Group holds a two-thirds interest in TGA which is held by the Trust. The remaining one-third interest was acquired by CPF during the year from an external investor. The Group exercises joint control over TGA, but neither the Group nor the CPF has control in its own right, irrespective of their ownership interest, as both the Group and the CPF must consent to the strategic, financial and operating decisions relating to TGA.

At 30 June 2008 the Group held 18% of the issued units of CPF. The Group is considered to have significant influence over the CPF due to its investment being the single largest investment in the CPF, with the next largest representing less than 1% of the issued units of CPF.

The investments are accounted for in the consolidated financial statements using the equity method of accounting. Information relating to the investments is detailed below:


Information relating to the investments is detailed below:
Ownership Interest
30 Jun-08
%
30 Jun-07
%
Share of net profits
30 Jun-08
$’000
30 Jun-07
$’000
Cromwell TGA Planned Investment
67%
67%
Cromwell Property Fund
18%
22%
10,987
2,174
(630)
244
10,357
2,418

CHANGES IN CONTROL OVER GROUP ENTITIES

There were no changes in control over group entities during the year.

RETAINED EARNINGS/(ACCUMULATED LOSSES)

Movement in retained earnings/(accumulated losses) of the Company during the year were as follows:

Movements in accumulated losses
Accumulated losses at 1 July
Net profit for the year
Dividends paid/payable
Accumulated losses at 30 June
Movements in undistributed income of the Trust during the year were as follows:
Movement in undistributed income - unitholders
Undistributed income at 1 July
Profit for the year
Distributions paid/payable
Transfer from general reserve
Undistributed income at 30 June
Consolidated
2008
2007
$’000
$’000
(31,212)
(27,248)
19,440
8,620
(7,028)
(12,584)
(18,800)
(31,212)
-
-
88,557
7,072
(63,407)
(10,150)
-
3,078
25,150
-

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Cromwell Group (CMW) Cromwell Corporation Limited ABN 44 001 056 980 Cromwell Diversified Property Trust ARSN 102 982 598

Appendix 4E Preliminary final report Year ended 30 June 2008

STATUS OF ACCOUNTS

This Report has been prepared in accordance with AASB Standards (including Australian Interpretations) and other standards acceptable to ASX. This Report, and the financial reports upon which the report is based, use the same accounting policies.

The information contained in this Report is unaudited. The financial report for the year ended 30 June 2008 is in the process of being audited, and is expected to be lodged with ASX by 20 August 2008.

The Group is not aware of any matters associated with the financial report for the year ended 30 June 2008, that are likely to be subject to dispute or qualification by the Group’s auditors.

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Daryl Wilson Finance Director 19 August 2008

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