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REGION GROUP Annual Report 2018

Aug 6, 2018

65695_rns_2018-08-06_21d8158f-a798-4c3b-98ad-ef970f742952.pdf

Annual Report

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APPENDIX 4E - Results for announcement to the market

Full Year Report For the year ended 30 June 2018

Name of Entity: Shopping Centres Australasia Property Group (SCA Property Group)

Shopping Centres Australasia Property Group comprises Shopping Centres Australasia Property Management Trust ARSN 160 612 626 (Management Trust) and Shopping Centres Australasia Property Retail Trust ARSN 160 612 788 (Retail Trust). The Responsible Entity of Shopping Centres Australasia Property Trust and Shopping Centres Australasia Property Retail Trust is Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851; AFSL 426603)

For the year ended 30 June 2018$m 30 June 2017$m Variance
Revenue from continuing and ordinary activities 215.4 211.4 1.9%
Revenue from discontinuing activities - 2.9 (100)%
Net profit after tax from ordinary and continuingactivities attributable to members 175.2 320.9 (45.4)%
Net profit after tax attributable to members fromcontinuing and discontinued activities 175.2 319.6 (45.2)%
Funds from Operations (FFO)1 114.3 108.4 5.4%
For the year ended 30 June 2018 30 June 2017 Variance
Basic earnings per security (cents per unit) 23.5 43.3 (45.7)%
Weighted average FFO per security1 (cents per unit) 15.30 14.70 4.1%

Distributions

For the year 1 July 2017 to 30 June 2018 Record date Amountper unit Frankedamount perunit
Final distributionInterim distribution 29 June 201829 December 2017 7.1 cents6.8 cents 0.0 cents0.0 cents
The total distribution per stapled unit is 13.9 cents. The Final distribution of 7.1 cents was declared on13 June 2018 and will be paid on or about 30 August 2018. The Interim distribution of 6.8 cents wasdeclared on 13 December 2017 and paid on 29 January 2018.

Net Tangible Assets

For the year ended 30 June 2018 30 June 2017 Variance
Net tangible asset backing per stapled unit ($ perstapled unit) 2.30 2.20 4.5%

Notes:

  1. The Group reports net profit attributable to members in accordance with Australian Accounting Standards (AAS). Funds from operations (FFO) is a non-AAS measure that represents the Directors' view of underlying earnings from ongoing operating activities for the period, being statutory net profit/loss after tax adjusted to exclude certain items including unrealised gains and losses and non recurring items.

Details of entities over which control has been gained or lost during the period:

Refer Financial Report, note 24.

Details of any associates and Joint Venture entities required to be disclosed:

SCA Property Group has a 24.4% interest in SCA Unlisted Retail Fund 1 and 28.6% interest in SCA Unlisted Retail Fund 2. Refer Financial Report, note 27.

Accounting standards used by foreign entities

International Financial Reporting Standards.

Audit

The accounts have been audited with an unqualified report conclusion. Refer attached financial report.

Distribution Reinvestment Plan (DRP)

The Group has a Distribution Reinvestment Plan (DRP) under which unitholders may elect to have all or part of their distribution entitlements satisfied by the issue of new units rather than being paid in cash. The DRP applied both to the Interim distribution and the Final distribution. The issue price was calculated as the arithmetic average of the daily volume weighted average price of all sales of Stapled Units sold through a Normal Trade recorded on ASX for the first 10 ASX Trading Days following the business day after the record date, less 1.0% (1.0% being the Board approved DRP discount for this distribution) and rounded to the nearest whole cent. Additional details are below.

Interim distribution: The DRP applied to the Interim distribution for the half year ended 31 December 2017, paid on 29 January 2018. The cut-off for electing to participate or change an existing election to participate in the DRP was 5.00pm on 2 January 2018.

Final distribution: The DRP applied to the Final distribution for the year ended 30 June 2018, paid on or about 30 August 2018. The cut-off for electing to participate or change an existing election to participate in the DRP was 5.00pm on 2 July 2018.

Other significant information and commentary on results including a brief explanation of the figures above

See attached ASX announcement and materials referred to below.

For all other information required by Appendix 4E including a results commentary, please refer to the following attached documents:

  • Directors' report
  • Financial Report
  • Results presentation

Mark Lamb Company Secretary 6 August 2018

Shopping Centres Australasia Property Group

Financial Report for the year ended 30 June 2018

Shopping Centres Australasia Property Group comprises the stapled securities in Shopping Centres Australasia Property Management Trust (ARSN 160 612 626) and Shopping Centres Australasia Property Retail Trust (ARSN 160 612 788)

Shopping Centres Australasia Property Group has been formed by the stapling of the securities in two Australian managed investment schemes, Shopping Centres Australasia Property Management Trust (ARSN 160 612 626) and Shopping Centres Australasia Property Retail Trust (ARSN 160 612 788). Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851; AFSL 426603) is the Responsible Entity of both schemes and is incorporated and domiciled in Australia. The registered office of Shopping Centres Australasia Property Group RE Limited is Level 5, 50 Pitt Street, Sydney, New South Wales.

Directors' Report

Shopping Centres Australasia Property Group (SCA Property Group (SCP or SCA) or the Group) comprises the stapled securities in two Trusts, Shopping Centres Australasia Property Management Trust (Management Trust) and Shopping Centres Australasia Property Retail Trust (Retail Trust) (collectively the Trusts) and their controlled entities.

The Responsible Entity for the Trusts is Shopping Centres Australasia Property Group RE Limited, which presents its report together with the Trusts' Financial Reports for the year ended 30 June 2018 and the auditor's report thereon.

The Trusts' Financial Report for the year ended 30 June 2018 includes, where required, comparatives to the prior period.

In accordance with Accounting Standard AASB 3 Business Combinations, the stapling arrangement discussed above is regarded as a business combination and the Management Trust has been identified as the Parent for preparing Consolidated Financial Reports.

The Directors' Report is a combined Directors' Report that covers the Trusts. The financial information for the Group is taken from the Consolidated Financial Reports and notes.

1. Directors

The Directors of the Responsible Entity at any time during or since the end of the financial year are:

Mr Philip Marcus Clark AM (appointed 19 September 2012)

Non-Executive Director and Chair

Independent: Yes.
Other listedDirectorships held inlast 3 years: Non-Executive Director of Ingenia Communities Group (June 2012 to December 2017) and Chair and NonExecutive Director of Hunter Hall Global Value Limited (July 2013 to December 2015).
Specialresponsibilities andother positions held: Member of Nominations Committee (and Chair from May 2018). Other positions held unrelated to the Groupincludes member of the JP Morgan Australia Advisory Council and Chairs a number of Government andprivate company boards and advisory boards.
Other Experience: Mr Clark was the Managing Partner of the law firm Minter Ellison from 1995 to 2005. Prior to joining MinterEllison, Mr Clark was a Director and Head of Corporate with ABN Amro Australia, and prior to that he wasthe Managing Partner of the law firm Mallesons Stephen Jaques for 16 years. Mr Clark was made a memberof the Order of Australia in June 2007 for service to the legal profession and business. Mr Clark has been aDirector of responsible entities of several listed AREITs, in addition to the Group.
Mr Clark brings specific skills in the following areas:
•M & A and capital markets;•Audit, risk management and compliance;•Corporate governance;•Real estate, including property management, portfolio and investment management, assetmanagement and funds management;•Remuneration;•Workplace health and safety; and•Stakeholder engagement.
Qualifications: BA, LLB, and MBA (Columbia University).
Dr Kirstin Ferguson (appointed 1 January 2015)
Non-Executive Director
Independent: Yes.
Other listedDirectorships held inlast 3 years: Non-Executive Director of EML Payments Limited (February 2018 to date) and Non-Executive Director ofCIMIC Group Limited (July 2014 to November 2016).
Special Chair of Remuneration Committee and member of Nominations Committee (from May 2018).
responsibilities andother positions held: Other positions currently held unrelated to the Group include Non-Executive Director of the AustralianBroadcasting Corporation (November 2015 to date), Non-Executive Director of Hyne & Sons Pty Limited(August 2013 to date) and Non-Executive Director of the Layne Beachley Aim for the Stars Foundation(November 2016 to date). Dr Ferguson is also the creator of the global, online #CelebratingWomen campaign.

Shopping Centres Australasia Property Group Directors' Report

For the year ended 30 June 2018

Other experience: Dr Ferguson is an experienced Non-Executive Director on ASX100, ASX200, government, not-for-profit and significant private company boards. Dr Ferguson has a PhD in corporate culture and governance from QUT Business School where she is also an Adjunct Professor (April 2015 to date). Dr Ferguson was formerly the global CEO of the workplace health and safety organisation, Sentis Pty Limited, and Director Corporate Services at Deacons (now Norton Rose Fulbright). Dr Ferguson has listed company experience including roles as a Non-Executive Director of CIMIC Group Limited (July 2014 to November 2016) and Dart Energy Limited (November 2012 to March 2013), as well as board roles with SunWater Limited (October 2008 to August 2015), the Queensland Rugby Union (April 2011 to April 2013) and Queensland Theatre Company (May 2013 to May 2016). Dr Ferguson was also the Independent Chair of the Thiess Advisory Board (February 2013 to June 2014).

Dr Ferguson brings specific skills in the following areas:

  • Remuneration;
  • Organisational culture;
  • Diversity;
  • Risk and compliance;
  • Workplace health and safety;
  • Stakeholder engagement; and
  • Social media.

Qualifications: PhD, LLB (Honours), BA (Honours), FAICD and a member of Chief Executive Women.

Mr James Hodgkinson OAM (appointed 26 September 2012)

Non-Executive Director

Independent: Yes.
Other listedDirectorships held inlast 3 years: None.
Specialresponsibilities andother positions held: Member of the following Committees: Nominations Committee (Chair until April 2018 and member from May2018); Remuneration Committee; Audit, Risk Management and Compliance Committee and InvestmentCommittee.
Other positions held unrelated to the Group include Founding Governor of the Cerebral Palsy Foundation andFounder and Chair of the Cerebral Palsy Alliance of New South Wales 20/Twenty Challenge. Also an advisorto the Ray White Group.
Other experience: Formerly an Executive Director of the Macquarie Group and a division head within Macquarie's Real EstateGroup. In his career at the Macquarie Group he gained broad real estate and funds management experienceand Executive and Senior Management experience as a business and transaction leader, listed entityExecutive Director and CEO.
Other real estate experience includes Non-Executive Director of Goodman Group from February 2003 toSeptember 2011. Additionally he has initiated and assisted in the fund raising initiatives and strategic supportof a number of community based organisations. Formerly served as a member of the Advisory Committee ofthe Macquarie Foundation.
Mr Hodgkinson brings specific skills in the following areas:
•Real estate, including property and development management, portfolio and investmentmanagement, asset management and funds management;•M & A and capital markets;•Investment banking and corporate finance;•Staff management;•Marketing and investor relations; and•Stakeholder engagement.
Qualifications: BEcon, CPA, FAPI, and FRICS.
Dr Ian Pollard (appointed 26 September 2012; resigned 30 April 2018)
Non-Executive Director
Other listedDirectorships held inlast 3 years: Non-Executive Director and Chair of Billabong International Limited (2012 to April 2018) and Director ofMilton Corporation Limited (1998 to date).
Special responsibilitiesand other positionsheld: Chair of Audit, Risk Management and Compliance Committee (until April 2018) and member ofNomination Committee (until April 2018).
Other experience: Dr Pollard has been a company Director for over 30 years and author of a number of books on bothcorporate finance and growth in human capital. In addition Dr Pollard is an actuary, Rhodes Scholarand an Adjunct Professor at UTS Business School.
Other positions held unrelated to the Group include Chair of RGA Reinsurance Company of AustraliaLimited, Director of the Wentworth Group of Concerned Scientists, and an Executive coach withForesight's Global Coaching. Formerly a Director and Chair of a number of listed companies.
Qualifications: BA, MA (First Class Honours) (Oxon), DPhil, D.Bus (Hon) (Macq), FIAA, FAICD.
Mr Philip Redmond (appointed 26 September 2012)
Non-Executive Director
Independent: Yes.

Other listed Directorships held in last 3 years: Non-Executive Director Galileo Funds Management Limited the Responsible Entity for Galileo Japan Trust (2006 to October 2016).

Special responsibilities and other positions held: Member of: Audit, Risk Management and Compliance Committee (member until April 2018 and then Chair from May 2018); Remuneration Committee (until April 2018); Nominations Committee (from May 2018); and Investment Committee (Chair until April 2018 and a member from May 2018).

Other experience: Mr Redmond has over 30 years of experience in the real estate industry including over five years with AMP's real estate team and over 12 years with the investment bank UBS in various roles including as Managing Director - Head of Real Estate Australasia. In addition, Mr Redmond has been a non-executive director for a number of responsible entities in the listed A-REIT sector.

Mr Redmond brings specific skills in the following areas:

  • Real estate, including property and development management, portfolio and investment management, asset management and funds management;
  • Investment banking and corporate finance;
  • M&A and capital markets;
  • Equity placements and entitlement offers;
  • Valuations;
  • Development of strategy and policy for real estate investment funds; and
  • Risk management.

Qualifications: Bachelor of Applied Science (Valuation), Master of Business Administration (AGSM) and MAICD.

Ms Belinda Robson (appointed 27 September 2012)

Non-Executive Director
Independent: Yes.
Other listedDirectorships held inlast 3 years: None.
Special responsibilitiesand other positionsheld: Member of the following Committees: Audit, Risk Management and Compliance Committee; RemunerationCommittee; Nominations Committee (from May 2018); and Investment Committee (Chair from May 2018).
Other positions held unrelated to the Group include Non-Executive Director of several Lendlease Asian

Retail Investment Funds and a Non-Executive Director of GPT Funds Management Limited.

Shopping Centres Australasia Property Group Directors' Report

For the year ended 30 June 2018

Executive Director and CEO Mr Anthony Mellowes (appointed Executive Director 2 October 2012)
Independent:Other listedDirectorships held inlast 3 years: No.None.
Special responsibilitiesand other positionsheld:Other experience: In addition to be being an Executive Director and Chief Executive Officer (CEO), Mr Mellowes is a member ofthe Investment Committee and is an Executive Director of SCA Unlisted Retail Fund RE Limited.Mr Mellowes is an experienced property executive. Prior to joining SCA Property Group as an ExecutiveDirector, Mr Mellowes worked at Woolworths Limited from 2002 to 2012 and held a number of senior propertyrelated roles including Head of Asset Management and Group Property Operations Manager.Prior toWoolworths Limited, Mr Mellowes worked for Lendlease Group and Westfield Limited.Mr Mellowes was appointed Chief Executive Officer of SCA Property Group on 16 May 2013 after previouslyacting as interim Chief Executive Officer since the Group's listing on 26 November 2012. Mr Mellowes was akey member of the Woolworths Limited team which created SCA Property Group.Mr Mellowes brings specific skills in the following areas:•Real estate, in particular retail assets, spanning all aspects of real estate including property anddevelopment management, portfolio and investment management and funds management;•Retail experience spanning all retail asset classes;•M&A and capital markets; and•Equity placements.
Qualifications: Bachelor of Financial Administration and completion of Macquarie Graduate School of Management'sStrategic Management Program.

Other listed Directorships held in last 3 years: None.

Independent: No.

Special responsibilities and other positions held: In addition to being an Executive Director and CFO, Mr Fleming is a member of the Investment Committee and an alternative Executive Director of SCA Unlisted Retail Fund RE Limited for Mr Mellowes.

Other experience: Mr Fleming was CFO of Treasury Wine Estates from 2011 to 2013. Mr Fleming worked at Woolworths Limited from 2003 to 2011, firstly as General Manager Corporate Finance, and then as General Manager Supermarket Finance. Prior to Woolworths Limited, Mr Fleming worked in investment banking at UBS, Goldman Sachs and Bankers Trust.

Mr Fleming brings specific skills in the following areas:

  • Investment banking, M&A, capital markets, strategy, law and corporate finance;
  • Capital management, including debt, derivatives and equity raising;
  • Retail industry expertise across a range of retail categories including supermarkets and experience in fast moving consumer goods;
  • Real estate expertise, particularly in retail asset classes, including valuations and funds management; and
  • Listed company CFO experience, including treasury, tax, accounting/financial control/audit, corporate governance/risk management/compliance, stakeholder engagement/investor relations.

Qualifications: LLB, B.Econ (First Class Honours), CPA.

Company Secretary

Mr Mark Lamb (appointed 26 September 2012)

General Counsel and Company Secretary

Experience: Mr Lamb is an experienced transaction lawyer with over 20 years experience in private practice as a Partner of Corrs Chambers Westgarth (and subsequently Herbert Geer) and 10 years in the listed sector including as General Counsel and Company Secretary of ING Real Estate, prior to joining SCA.

Mr Lamb has extensive experience in retail shopping centre developments, acquisitions, sales and major leasing transactions having acted for various REITs and public companies during his career.

Qualifications: LLB.

Directors' relevant interests

The relevant interest of each Director in ordinary stapled securities in the Group as at the date of signing of this report are shown below.

Director Number of stapledsecurities at 30 June2017 Net movementincrease / (decrease) Number of vestedstapled securities atdate of this report Number of unvestedperformance rights atdate of this report
P Clark AM 52,000 18,000 70,000 -
K Ferguson 10,000 - 10,000 -
J Hodgkinson OAM 184,285 - 184,285 -
P Redmond 67,500 - 67,500 -
B Robson 17,142 - 17,142 -
A Mellowes 662,020 (58,443) 603,577 1,627,279
M Fleming 70,000 70,000 140,000 695,118

Additionally, Dr Ian Pollard was a director during the year until his resignation on 30 April 2018. At 30 June 2017 Dr Ian Pollard held 103,571 stapled securities in the Group. Dr Ian Pollard's holdings of stapled securities in the Group did not change from 30 June 2017 until his resignation on 30 April 2018.

Directors' attendance at meetings

The number of Directors' meetings, including meetings of committees of the Board of Directors, held during the year and the number of those meetings attended by each of the Directors at the time they held office are shown below.

Number of meetings held Number
Board of Directors (Board) 18
Audit, Risk Management and Compliance Committee (ARMCC) 5
Remuneration Committee (Remuneration) 6
Nomination Committee (Nomination) 3
Investment Committee (Investment) 7

Shopping Centres Australasia Property Group Directors' Report

For the year ended 30 June 2018

Board ARMCC Remuneration Nomination Investment
Director A B C A B C A B C A B C A B C
P Clark AM 18 18 - - - 4 - - 2 3 3 - - - 1
K Ferguson 18 17 - - - 1 6 6 - - - 2 - - 1
J Hodgkinson OAM 18 15 - 5 4 - 6 5 - 3 2 - 7 7 -
I Pollard 14 14 - 4 4 - - - 1 3 3 - - - -
P Redmond 18 18 - 5 5 - 5 5 - - - 2 7 7 -
B Robson 18 17 - 5 5 - 6 5 - - - 2 7 7 -
A Mellowes 18 17 - - - 5 - - 5 - - 1 7 7 -
M Fleming 18 17 - - - 5 - - 4 - - 1 7 7 -

Note: During the year there was a restructure of the sub committees of the Board such that some Directors were not members of the relevant committee for the whole year.

A: Number of meetings held while a member of the Board or a member of the committee during the financial year.

B: Number of meetings attended while a member of the Board or a member of the committee during the financial year.

C: Number of meetings attended as a guest. No Executive Director attended the part or all of a Remuneration Committee meeting or Board meeting where their own remuneration was discussed.

2. Principal activities

The principal activity of the Group during the year was investment in, and management of, shopping centres in Australia.

3. Property portfolio

The investment portfolio as at 30 June 2018 consisted of 77 shopping centres including 4 shopping classified as held for sale (30 June 2017: 75 shopping centres). The investment portfolio consists of sub-regional and neighbourhood retail shopping centres, with around half the portfolio located in new growth corridors and regions, and a strong weighting toward non-discretionary retail segments.

The Group also manages five retail properties for SCA Unlisted Retail Fund (SURF 1) valued at $71.0 million and two retail properties for SCA Unlisted Property Fund 2 (SURF 2) valued at $55.1 million at 30 June 2018. SURF 1 and SURF 2 are part of the Group's funds management business. Refer Funds Management.

Acquisitions

SCP during the period completed the acquisition of one shopping centre, being Sugarworld Shopping Centre in Cairns QLD (acquired for $24.8 million (excluding transaction costs)) and one development property, being Shell Cove Town Centre in NSW (land acquired for $1.5 million and expected to complete in late 2018).

Additionally, SCP completed the acquisition of the Belmont Bowling Club (strata) located above our Belmont Central Shopping Centre in NSW (acquired for $4.8 million (excluding transaction cost), and the Coorparoo Childcare Centre (strata), located above our Coorparoo Shopping Centre in QLD (acquired for $7.2 million (excluding transaction costs)). As a result of these acquisitions, SCP now owns the entire respective sites at Belmont and Coorparoo.

Assets classified as held for sale

The Group signed conditional contracts to sell four retail properties to SCA Unlisted Retail Fund 3 (SURF 3) prior to June 2018 therefore these properties were classified as held for sale for financial reporting purposes. The book value of these properties is equal to their contracted value of $57.9 million. This sale was completed on 10 July 2018.

Revaluations

All properties are internally valued each June and December. Additionally during the year a number of properties were independently valued including 15 investment properties as at 30 June 2018. The weighted average capitalisation rate as at 30 June 2018 was 6.33% (30 June 2017: 6.47%).

The total value of investment properties as at 30 June 2018 was $2,453.8 million (30 June 2017: $2,364.6 million). The change in value during the year of the investment properties was due principally to:

  • The acquisition of the properties discussed above (refer Acquisitions) less the properties held for sale (refer Assets classified as held for sale); and
  • Firming of the portfolio capitalisation rate by 14bps to 6.33% (30 June 2017: 6.47%) which resulted in a $74.1 million favourable unrealised fair value movement (30 June 2017: $211.6 million).

4. Funds Management

The Group also manages five retail properties for SCA Unlisted Retail Fund (SURF 1) valued at $71.0 million and two retail properties for SCA Unlisted Property Fund 2 (SURF 2) valued at $55.1 million at 30 June 2018. SURF 1 and SURF 2 are part of the Group's funds management business.

In May 2018 the Group launched its third unlisted retail fund - SCA Unlisted Retail Fund 3 (SURF 3). SURF 3 commenced operations on 10 July 2018 and purchased four properties from the Group being Moama Marketplace (NSW), Swansea Woolworths (NSW), Warrnambool Target (VIC) and Woodford Woolworths (QLD). These properties were acquired from the Group at book value for $57.9 million. The income from these properties is heavily weighted towards the anchors with relatively few specialty stores. These properties are regarded by the Group as non-core.

5. Operational and financial review

Operational review

The Group remains focused on:

  • Specialty tenant management: this includes maximising specialty occupancy while ensuring that the right tenant is selected for the right location in order to create a sustainable and long-term tenant mix to optimise the performance of the portfolio.
  • Property management: this includes appropriate capital expenditure programs to maximise sales turnover and occupancy.
  • Portfolio management: this includes the acquisition of suitable properties that will add to the Group's ability to provide a solid income base to support distributions, selective developments to provide an opportunity for greater growth of earnings and divestments of properties that are considered non-core.
  • Capital management: investment returns are managed and where applicable maximised through prudent and disciplined capital management. This includes consideration of:
    • o Debt management: maintaining diversified debt maturity and sources of debt including appropriate management of exposure to changes in interest rates; and
    • o Equity management: maintaining the ability to raise equity from retail and institutional investors, or to buy back equity where appropriate.

Financial review

A summary of the Group and Retail Trust's results for the year is set out below:

SCA Property Group Retail Trust
30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017
Net profit after tax including discontinued operations ($m) 175.2 319.6 175.1 319.4
Basic earnings per security (weighted for securities on issue during theyear) for net profit after tax including discontinued operation (cents per security) 23.5 43.3 23.4 43.3
Diluted earnings per security for net profit after tax including discontinuedoperation (cents per security) 23.4 43.2 23.4 43.1
Funds from operations ($m) 114.3 108.4 114.2 108.2
Funds from operations per security (weighted for securities on issueduring the year) (cents per security) 15.30 14.70 15.29 14.67
Distributions paid and payable to security holders ($m) 103.9 96.8 103.9 96.8
Distributions (cents per security) 13.9 13.1 13.9 13.1
Net tangible assets ($ per security) 2.30 2.20 2.29 2.19

Funds from Operations and Adjusted Funds from Operations

The Group reports net profit after tax (statutory) attributable to security holders in accordance with Australian Accounting Standards (AAS). The Responsible Entity considers the non-AAS measure, Funds from Operations (FFO) an important indicator of the underlying cash earnings of the Group. Regard is also given to Adjusted Funds from Operations (AFFO).

Shopping Centres Australasia Property Group Directors' Report

For the year ended 30 June 2018

SCA Property Group Retail Trust
30 Jun 2018$m 30 Jun 2017$m 30 Jun 2018$m 30 Jun 2017$m
Net profit after tax (statutory) including discontinued operation 175.2 319.6 175.1 319.4
Adjustments for non cash items included in statutory profit
Reverse: Straight-lining of rental income and amortisation of incentives 5.8 3.1 5.8 3.1
Reverse: Fair value or unrealised adjustments
- Investment properties (74.1) (211.6) (74.1) (211.6)
- Derivatives 0.8 24.4 0.8 24.4
- Foreign exchange 7.2 (6.6) 7.2 (6.6)
Other Adjustments
Whitsunday Insurance Funds
- Reverse: amount received included in statutory profit - (7.1) - (7.1)
- Add: insurance for loss of income 0.3 1.2 0.3 1.2
Reverse: Realised foreign exchange gain - (17.0) - (17.0)
Reverse: Debt restructure costs - 3.0 - 3.0
Reverse: Net unrealised profit from associates (0.9) (0.6) (0.9) (0.6)
Funds from Operations 114.3 108.4 114.2 108.2
Less: Maintenance capital expenditure (3.4) (3.1) (3.4) (3.1)
Less: Capital leasing incentives and leasing costs (5.2) (5.2) (5.2) (5.2)
Adjusted Funds from Operations 105.7 100.1 105.6 99.9

6. Contributed equity

The Group has a Dividend Reinvestment Plan (DRP) under which security holders may elect to have their distribution entitlements satisfied by the issue of new securities at the time of the payment of the distribution rather than being paid in cash. The DRP was in place for the distribution declared in December 2017 (paid in January 2018) and the distribution declared in June 2017 (paid in August 2017). The DRP will be in operation for the distribution declared on 13 June 2018 (payable on 30 August 2018).

Equity issued during the year was as follows:

  • July 2017 - Executive security based compensation: On 3 July 2017, the Group issued 471,157 securities at nil consideration to Executives.
  • August 2017 - Executive security based compensation: On 10 August 2017, the Group issued 133,696 securities at nil consideration to Executives.
  • August 2017 – Distribution Reinvestment Plan (DRP): The DRP applied to the distribution declared on 16 June 2017 and paid on 31 August 2017. Under this DRP, $6.2 million was raised from the issue of 2,920,576 securities at a price of $2.13.
  • December 2017 – Staff security based compensation: On 20 December 2017, the Group issued 11,070 securities at nil consideration to Staff.
  • January 2018 - Distribution Reinvestment Plan (DRP): The DRP applied to the distribution declared on 13 December 2017 and paid on 29 January 2018. Under this DRP, $6.5 million was raised from the issue of 2,865,747 securities at a price of $2.25.

7. Significant changes and developments during the year

Investment properties - acquisitions and assets held for sale

During the year, the Group completed the acquisitions of Sugarworld Shopping Centre, Shell Cove Town Centre (development asset), the Belmont Bowling Club (strata) and the Coorparoo Childcare Centre (strata).

The Group signed a conditional sale agreement for four non-core properties to be sold to SCA Unlisted Retail Fund RE Limited as Responsible Entity of SCA Unlisted Retail Fund 3 for $57.9 million. The properties are Moama Marketplace (NSW), Swansea Woolworths (NSW), Warrnambool Target (VIC) and Woodford Woolworths (QLD). The sale was completed on 10 July 2018.

Additional details of these are above under the Property Portfolio and Funds Management respective sections.

Capital management - debt

During the year the Group agreed to refinancing and extension of its debt facilities. Bilateral bank debt facilities of $215.0 million with expiries between November 2018 and February 2019 were cancelled and replaced with $125.0 million of facilities expiring in November 2022 and December 2022. The next debt expiry is bi lateral bank debt of $230.0 million in December 2019.

In June 2018 the Group agreed with US private investors to issue unsecured US$ denominated notes with an aggregate face value of US$150.0 million (equivalent to A$197.3 million). The funds from these notes will become available in September 2018. The maturity of these notes is US$30.0 million expiring 2028 (10 years), US$70.0 million expiring 2031 (13 years) and US$50.0 million expiring 2033 (15 years).

The principal and coupon obligations have been swapped back to Australian dollars (floating interest rates) such that the Group has no exposure to any currency risk. These US notes will be used to repay bilateral revolving debt and have been rated Baa1 by Moody's.

As at 30 June 2018 the Group had undrawn debt facilities and cash of $130.7 million (30 June 2017: $264.6 million). After the issue of the Notes referred to above in September 2018 the undrawn debt facilities and cash available to the Group will be $328.0 million.

The average debt facility maturity of the Group at 30 June 2018 was 6.3 years (30 June 2017: 5.0 years) including the US$ denominated notes above.

As at 30 June 2018 81.6% of the Group's debt was fixed or hedged (30 June 2017: 86.1%).

Gearing

The Group maintains a prudent approach to managing the balance sheet with gearing of 31.2% as at 30 June 2018 (30 June 2017: 31.4%). The Group's target gearing range is 30% to 40%, however the Group has a preference for gearing to remain below 35% at this point in the cycle.

8. Major business risk profile

Risk Description Mitigation
Earningsconcentration The source of the majority of SCA's earnings isrental income from anchor tenants. The followingevents may lead to a decrease in earnings stability:-a change in control or ownership structure of ananchor tenant resulting in a decline in creditquality of anchor tenants; and/or-a change in anchor tenants' network plans e.g.store closures, rate of new store rollouts; and/or-reduction in anchor tenant sales growth. Concentration risk within the portfolio is actively managed,primarily, by way of a targeted acquisition and divestmentprogram, which is overseen by an Investment Committee, andalso by recognising and adapting to changing marketdynamics, including online shopping and click & collectinitiatives, with directed asset refurbishment and/or redevelopment plans.
Specialityleasing Specialty tenant leases contribute significantly toSCA's earnings.Increases in lease vacancies,defaults or non-renewals may have a negativeimpact on SCA's results. Specialty tenancies are actively managed by: continuing toremixtenanciestowardsnon-discretionarycategories;continuing to ensure diversified sources of specialty tenantincome; building annual rental increases into leases; utilisingtechnological developments eg data analytics to supportcentre marketing strategies; and supporting the developmentof community engagement strategies.
Funding &liquidity Lack of availability of capital or debt to fundacquisitions, inability to refinance debt and/ormaterial increase in costs associated with debtfundingmaynegativelyimpactonfinancialperformance. Decrease in property valuations mayimpact on financing covenants. Ensuring the availability of capital for acquisitions andrefinancing is managed by: a conservative gearing policy;diversification of funding sources eg bank debt, corporate noteprogram, and US debt; maintaining and building new equityrelationships; development of key banking and other debtrelationships; staggered debt maturities across multiple years;and actively managed debt maturities and refinancing toensure debt maturities can be funded.
Interest rate exposures are managed via the Group's hedgingpolicy and strategy.Risk of breaching financing covenants is managed viaforecasting futurecompliance with covenants includingscenario testing for expected changes in key covenant inputs.Debt and equity markets are actively monitored including forcurrent debt and equity pricing and availability.
Portfoliocomposition Sub-optimalcompositionofSCA'spropertyportfolio may negatively impact on SCA's returns toinvestors. A highly experienced management team ensures thatproposed acquisitions of new retail centres are subject torigorous due diligence and valuation processes.TheInvestmentCommitteeoverseesportfoliocompositionensuring that acquisitions, divestments and developments arevalue accretive and consistent with the core business strategyset by the Board.

9. Business strategies and prospects for future financial years

The Group's core strategy is to invest in, manage, and develop, a geographically diverse portfolio of quality neighbourhood and subregional retail assets, anchored by long-term leases to quality tenants with a strong bias towards the non-discretionary retail sector.

The Group is focused on achieving growing and resilient cash flows from non-discretionary and defensive retailing sectors. This is to support, secure and grow distributions to the Group's holders of securities. It intends to achieve this by:

  • Maximising the net operating income from its existing properties. This will include increasing the average rent per square metre from specialty tenants over time.
  • Pursuing selected property refurbishment, development and acquisition opportunities, consistent with its core strategy.
  • Diversifying and developing other sustainable income streams such as from funds management.
  • Maintaining an appropriate capital structure to balance cost of capital and risk profile.

It is noted that property valuation changes, movements in the fair value of derivative financial instruments and in foreign exchange, availability of funding and changes in interest rates may have a material impact on the Group's results in future years, however, these cannot be reliably measured at the date of this report.

10. Environmental regulations

The Directors of the Responsible Entity are satisfied that adequate systems are in place for the management of the Group's environmental responsibility and compliance with various licence requirements and regulations. Further, the Directors of the Responsible Entity are not aware of any material breaches to these requirements and, to the best of their knowledge, all activities have been undertaken in compliance with environmental requirements.

11. Indemnification and insurance of Directors, Officers and Auditor

The Trusts have paid premiums for Directors' and Officers' liability insurance in respect of all Directors, Secretaries and Officers. In accordance with usual commercial practice, the insurance contract prohibits disclosure of details relating to the nature of the liabilities covered by the insurance, the limit of indemnity and the amount of the premiums paid under the policy.

The Trusts' constitutions provide that in addition to any indemnity under any law, but subject to the Corporations Act 2001, the Responsible Entity has a right of indemnity out of the assets of the Trusts on a full indemnity basis in respect of any liability incurred by the Responsible Entity in properly performing any of its powers or duties in relation to the Trusts.

The auditor of the Group is not indemnified out of the assets of the Group.

12. 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 12.

13. Audit and non-audit fees

Details of the amounts paid or payable to the auditor (Deloitte Touche Tohmatsu) for audit and non-audit services provided are detailed in note 28 of the Financial Reports.

The Directors are satisfied that the provision of any non-audit services, during the year, by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001.

The Directors are of the opinion that the services disclosed in note 28 of the Financial Report do not compromise the external auditor's independence, based on the following reasons that none of the services undermine the general principles relating to auditor independence as set out in APES 110 'Code of Ethics for Professional Accountants' issued by the Accounting Professional & Ethics Standards Board, including reviewing or auditing the auditor's own work, acting in a management or decision-making capacity for the Group, acting as advocate for the Group or jointly sharing risks and rewards.

14. Subsequent events

In May 2018 the Group launched its third unlisted retail fund - SCA Unlisted Retail Fund 3 (SURF 3). SURF 3 commenced operations on 10 July 2018 and purchased four properties from the Group being Moama Marketplace (NSW), Swansea Woolworths (NSW), Warrnambool Target (VIC) and Woodford Woolworths (QLD). The income from these properties is heavily weighted towards the anchors with relatively few specialty stores and are regarded by the Group as non-core. The sale price for these properties was $57.9 million, and the Group has retained an equity interest of 26.2% in SURF 3.

In June 2016 the Group acquired a neighbourhood centre known as Bushland Beach Plaza (Queensland) and entered into a development management agreement to develop an expanded neighbourhood shopping centre anchored by a Coles supermarket. This development was completed in July 2018.

On 2 August 2018 the Group acquired Sturt Mall, a Coles/ Kmart anchored centre (Wagga Wagga NSW) for $73.0 million (plus acquisition costs including stamp duty).

Since the end of the period, the Directors of the Responsibility Entity are not aware of any other matter or circumstance not otherwise dealt with in this report or the consolidated financial statements that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial periods.

15. Rounding of amounts

In accordance with Legislative Instrument 2016/191 issued by the Australian Securities and Investments Commission relating to the rounding off of amounts in the financial statements, amounts in the financial statements have been rounded to the nearest hundred thousand dollars in accordance with that Legislative Instrument, unless otherwise indicated.

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

Chair Sydney 6 August 2018

Deloitte Touche Tohmatsu A.C.N. 74 490 121 060

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1217 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

6 August 2018

The Board of Directors Shopping Centres Australasia Property Group RE Limited as Responsible Entity for Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust Level 5, 50 Pitt Street Sydney NSW 2000

Dear Directors

Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Shopping Centres Australasia Property Group RE Limited as Responsible Entity for Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust.

As lead audit partner for the audit of the financial statements of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust for the year ended 30 June 2018, I declare that to the best of my knowledge and belief, there have been no contraventions of:

  • (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
  • (ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

Andrew J Coleman Partner Chartered Accountants

Shopping Centres Australasia Property Group Consolidated Statements of Profit or Loss

For the year ended 30 June 2018

SCA Property Group Retail Trust
Notes 30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017
$m $m $m $m
Continuing operations
Revenue
Rental income 208.9 194.0 208.9 194.0
Other income - 3.4 - 3.4
Fund management revenue 0.9 1.3 - -
Insurance income - 7.1 - 7.1
Distribution income 29 5.6 5.6 5.6 5.6
215.4 211.4 214.5 210.1
Expenses
Property expenses (65.6) (61.7) (65.6) (61.7)
Corporate costs (12.1) (12.0) (11.5) (11.5)
137.7 137.7 137.4 136.9
Unrealised gain/(loss) including change in fair
value through profit or loss
- Investment properties 10 74.1 211.6 74.1 211.6
- Derivatives (0.8) (24.4) (0.8) (24.4)
- Foreign exchange (7.2) 6.6 (7.2) 6.6
- Share of net profit from associates 27 2.1 1.3 2.1 1.3
Realised Gain - Foreign Exchange - 17.0 - 17.0
Earnings before interest and tax (EBIT) 205.9 349.8 205.6 349.0
Interest income 0.2 0.3 0.2 0.3
Finance costs 6 (30.7) (28.6) (30.7) (28.6)
Net profit before tax 175.4 321.5 175.1 320.7
Tax 7 (0.2) (0.6) - -
Net profit after tax from continuing operations 175.2 320.9 175.1 320.7
Discontinued operations
Net profit after tax from discontinued operation 8 - (1.3) - (1.3)
Net profit after tax 175.2 319.6 175.1 319.4
Net profit after tax attributable to security holders of:
SCA Property Management Trust 0.1 0.2
SCA Property Retail Trust (non-controlling interest) 175.1 319.4
175.2 319.6
Distributions per stapled security (cents)Distributions per unit 13.9 13.1 13.9 13.1
3
Basic earnings per stapled security (cents) 4
Continuing operations 23.5 43.5 23.4 43.5
Discontinued operation - (0.2) - (0.2)
Continuing and discontinuing 23.5 43.3 23.4 43.3
Diluted earnings per stapled security (cents) 4
Continuing operations 23.4 43.3 23.4 43.3
Discontinued operation - (0.2) - (0.2)
Continuing and discontinuing 23.4 43.2 23.4 43.1
Basic earnings per security (cents) 4
SCA Property Management Trust - -
Diluted earnings per unit of (cents) 4
SCA Property Management Trust - -

Shopping Centres Australasia Property Group Consolidated Statements of Profit or Loss and Other Comprehensive Income

For the year ended 30 June 2018

SCA Property Group Retail Trust
Notes 30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017
$m $m $m $m
Net profit after tax for the year 175.2 319.6 175.1 319.4
Other comprehensive income
Items that may be classified subsequentlyto profit or loss
Movement in foreign currency translationreserves:
Net exchange differences on translationof foreign operations up to date ofdisposal - 1.7 - 1.7
Reclassification of foreign currencytranslation reserve - (17.0) - (17.0)
Movement on revaluation of Investment -available for sale 14 2.4 (2.8) 2.4 (2.8)
Total comprehensive income 177.6 301.5 177.5 301.3
Total comprehensive income for the periodattributable to unitholders of:
SCA Property Management Trust 0.1 0.2
SCA Property Retail Trust (noncontrolling interest) 177.5 301.3
Total comprehensive income 177.6 301.5

The above Consolidated Statements of Profit or Loss and Other Comprehensive Income should be read in conjunction with the accompanying notes.

Shopping Centres Australasia Property Group Consolidated Balance Sheets

As at 30 June 2018

SCA Property Group Retail Trust
Notes 30 Jun 2018$m 30 Jun 2017$m 30 Jun 2018$m 30 Jun 2017$m
Current assets
Cash and cash equivalents 3.7 3.6 2.5 2.0
Receivables 9 23.6 22.4 23.1 21.4
Derivative financial instruments 25 0.3 0.3 0.3 0.3
Other assets 26 1.3 1.5 1.3 1.5
28.9 27.8 27.2 25.2
Assets classified as held for sale 5 57.9 - 57.9 -
Total current assets 86.8 27.8 85.1 25.2
Non-current assets
Investment properties 10 2,453.8 2,364.6 2,453.8 2,364.6
Derivative financial instruments 25 62.0 56.5 62.0 56.5
Investment in associates 27 18.0 17.2 18.0 17.2
Investment - available for sale 29 83.4 81.0 83.4 81.0
Total non-current assets 2,617.2 2,519.3 2,617.2 2,519.3
Total assets 2,704.0 2,547.1 2,702.3 2,544.5
Current liabilities
Payables 11 53.3 43.4 60.8 50.0
Distribution payable 3 53.2 49.8 53.2 49.8
Derivative financial instruments 25 6.4 0.1 6.4 0.1
Provisions 2.1 2.4 - -
Total current liabilities 115.0 95.7 120.4 99.9
Non-current liabilities
Interest bearing liabilities 12 867.5 817.4 867.5 817.4
Provisions 0.5 0.3 - -
Total non-current liabilities 868.0 817.7 867.5 817.4
Total liabilities 983.0 913.4 987.9 917.3
Net assets 1,721.0 1,633.7 1,714.4 1,627.2
Equity
Contributed Equity 13 7.5 7.5 1,248.0 1,235.3
Reserves 14 - - 3.5 0.2
Accumulated profit/(loss) 15 (0.9) (1.0) 462.9 391.7
Non-controlling interest 1,714.4 1,627.2 - -
Total Equity 1,721.0 1,633.7 1,714.4 1,627.2

The above Consolidated Balance Sheets should be read in conjunction with the accompanying notes.

Shopping Centres Australasia Property Group Consolidated Statements of Changes in Equity

For the year ended 30 June 2018

SCA Property Group
Contributedequity1 Accumulatedprofit/(loss) Attributable toowners of parent Non-controllinginterests Total
Notes $m $m $m $m $m
Balance at 1 July 2017 7.5 (1.0) 6.5 1,627.2 1,633.7
Net profit/ (loss) after tax for the period - 0.1 0.1 175.1 175.2
Other comprehensive income for the period, net of tax - - - 2.4 2.4
Total comprehensive income/ (loss) for the period - 0.1 0.1 177.5 177.6
Transactions with unitholders in their capacity as equityholders:
Employee share based payments 14 - - - 0.9 0.9
Equity issued 13 - - - 12.7 12.7
Distributions paid and payable 3 - - - (103.9) (103.9)
- - - (90.3) (90.3)
Balance at 30 June 2018 7.5 (0.9) 6.6 1,714.4 1,721.0
Balance at 1 July 2016 7.4 (1.2) 6.2 1,402.7 1,408.9
Net profit/ (loss) after tax for the period - 0.2 0.2 319.4 319.6
Other comprehensive income for the period, net of tax - - - (18.1) (18.1)
Total comprehensive income/ (loss) for the period - 0.2 0.2 301.3 301.5
Transactions with unitholders in their capacity as equityholders:
Employee share based payments 14 - - - 1.3 1.3
Equity issued 13 0.1 - 0.1 18.7 18.8
Distributions payable 3 - - - (96.8) (96.8)
0.1 - 0.1 (76.8) (76.7)
Balance at 30 June 2017 7.5 (1.0) 6.5 1,627.2 1,633.7
Retail Trust
Contributed Reserves Accumulated Total
equity1 Availble for sale Foreign currency Share based profit/(loss)
Notes $m $m $m $m $m $m
Balance at 1 July 2017 1,235.3 (2.8) - 3.0 391.7 1,627.2
Net profit/ (loss) after tax for the period - - - - 175.1 175.1
Other comprehensive income for the period, net of tax - 2.4 - - - 2.4
Total comprehensive income/ (loss) for the period - 2.4 - - 175.1 177.5
Transactions with unitholders in their capacity as equityholders:
Employee share based payments 14 - - - 0.9 - 0.9
Equity issued 13 12.7 - - - - 12.7
Distributions paid and payable 3 - - - - (103.9) (103.9)
12.7 - - 0.9 (103.9) (90.3)
Balance at 30 June 2018 1,248.0 (0.4) - 3.9 462.9 1,714.4
Balance at 1 July 2016 1,216.6 - 15.3 1.7 169.1 1,402.7
Net profit/ (loss) after tax for the period - - - - 319.4 319.4
Other comprehensive income for the period, net of tax - (2.8) (15.3) - - (18.1)
Total comprehensive income/ (loss) for the period - (2.8) (15.3) - 319.4 301.3
Transactions with unitholders in their capacity as equityholders:
Employee share based payments 14 - - - 1.3 - 1.3
Equity issued 13 18.7 - - - - 18.7
Distributions payable 3 - - - - (96.8) (96.8)
18.7 - - 1.3 (96.8) (76.8)
Balance at 30 June 2017 1,235.3 (2.8) - 3.0 391.7 1,627.2

1 Contributed equity is net of equity raising costs

The above Consolidated Statements of Changes in Equity should be read in conjunction with the accompanying notes.

Shopping Centres Australasia Property Group Consolidated Statements of Cash Flows

For the year ended 30 June 2018

Continuing and discontinued operation SCA Property Group Retail Trust
Notes 30 Jun 2018$m 30 Jun 2017$m 30 Jun 2018$m 30 Jun 2017$m
Cash flows from operating activities
Property and other income received (inclusive of GST) 244.6 222.9 243.6 221.6
Insurance proceeds - 7.1 - 7.1
Property expenses paid (inclusive of GST) (75.7) (64.5) (75.7) (64.5)
Corporate costs paid (inclusive of GST) (12.0) (11.8) (10.6) (10.8)
Interest received 0.2 0.3 0.2 0.3
Finance costs paid (30.4) (28.7) (30.4) (28.7)
Taxes paid including GST (12.4) (12.9) (12.4) (12.7)
Net cash flow from operating activities 16 114.3 112.4 114.7 112.3
Cash flows from investing activities
Payments for investment properties purchased andcapital expenditure (76.1) (314.4) (76.1) (314.4)
Net proceeds from investment properties sold - 311.0 - 311.0
Payments for other assets - (83.8) - (83.8)
Distribution received from associate 1.1 0.6 1.1 0.6
Investments in associates - (8.5) - (8.5)
Distribution received from available for sale investment 5.6 2.8 5.6 2.8
Net cash flow from investing activities (69.4) (92.3) (69.4) (92.3)
Cash flow from financing activities
Proceeds from equity raising 12.7 18.8 12.7 18.7
Net proceeds from borrowings 249.0 583.2 249.0 583.2
Repayment of borrowings (206.0) (530.1) (206.0) (530.1)
Distributions paid (100.5) (92.5) (100.5) (92.5)
Net cash flow from financing activities (44.8) (20.6) (44.8) (20.7)
Net change in cash and cash equivalents held 0.1 (0.5) 0.5 (0.7)
Cash and cash equivalents at the beginning of the year 3.6 4.1 2.0 2.7
Cash and cash equivalents at the end of the year 3.7 3.6 2.5 2.0

The above Consolidated Statements of Cash Flows should be read in conjunction with the accompanying notes.

1. Corporate information

Shopping Centres Australasia Property Group (the Group) comprises the stapling of the securities in two Australian managed investment schemes, Shopping Centres Australasia Property Management Trust (Management Trust) (ARSN 160 612 626) and Shopping Centres Australasia Property Retail Trust (Retail Trust) (ARSN 160 612 788) (collectively the Trusts).

The Responsible Entity of both Trusts is Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851; AFSL 426603) (Responsible Entity).

The Financial Statements of the Group comprise the consolidated Financial Statements of the Management Trust and its controlled entities including the Retail Trust and its controlled entities. The Financial Statements of the Retail Trust comprise the consolidated Financial Statements of the Retail Trust and its controlled entities. The Directors of the Responsible Entity have authorised the Financial Report for issue on 6 August 2018.

2. Significant accounting policies

(a) Basis of preparation

In accordance with AASB 3 Business Combinations, the stapling arrangement discussed above is regarded as a business combination and Shopping Centres Australasia Management Trust has been identified as the Parent for preparing consolidated Financial Statements.

These Financial Statements are combined financial statements and accompanying notes of both Shopping Centres Australasia Property Group and the Shopping Centres Australasia Property Retail Trust Group. The Financial Statements have been presented in Australian dollars unless otherwise stated.

Historical cost convention

The Financial Statements have been prepared on the basis of historical cost, except for certain non-current assets and financial instruments that are measured at fair value.

Going concern

These consolidated Financial Statements are prepared on the going concern basis. In preparing these consolidated Financial Statements the Directors note that the Group and Retail Trust are in a net current asset deficiency position, due to minimal cash and cash equivalents, as it is the policy of the Group and Retail Trust to use surplus cash to repay debt. At 30 June 2018 the Group and Retail Trust have the ability to drawdown sufficient funds to pay the current liabilities and the capital commitments (refer note 18), having available cash and non-current undrawn debt facilities of $130.7 million.

Rounding

In accordance with Legislative Instrument 2016/191 issued by the Australian Securities and Investments Commission relating to the rounding off of amounts in the financial statements, amounts in the financial statements have been rounded to the nearest hundred thousand dollars in accordance with that Legislative Instrument, unless otherwise indicated.

i. Statement of compliance

The Financial Report is a general purpose financial report that has been prepared in accordance with Australian Accounting Standards, Australian Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board (the Board or AASB) and the Corporations Act 2001.

The Financial Report complies with Australian Accounting Standards as issued by the Australian Accounting Standards Board and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

For the purposes of preparing the financial statements, the Group is a for-profit entity. The Financial Report has been presented in Australian dollars unless otherwise stated.

ii. New and amended accounting standards and interpretations

In the current year, the Group has applied amendments to AASBs issued by the Australian Accounting Standards Board (AASB) that are mandatorily effective for an accounting period that begins on or after 1 July 2017, and therefore relevant for the current year end. The application of these amendments does not have any material impact on the disclosures or the amounts recognised in the Group's consolidated financial statements.

Application of new and revised Accounting Standards not yet effective

At the date of authorisation of the financial statements, the Standards and Interpretations that were issued but not yet effective are listed below. The Group does not intend to adopt any of these announcements before their effective dates.

Standard/Interpretation and nature of the change and impact

AASB 9 'Financial Instruments' (and the relevant amending standards) (AASB 9): The standard introduces a number of new and revised classifications of financial assets and liabilities compared to AASB 139 'Financial Instruments: Recognition and Measurement' (AASB 139) and addresses the classification, measurement and de recognition of these financial assets and financial liabilities. AASB 9 introduces new rules for hedge accounting and a new methodology for measurement of impairment of financial assets including accounting for expected credit loss.

The Group does not apply hedge accounting and recognises financial assets and liabilities to which AASB 9 will apply as follows:

Classification under AASB 139 Classification under AASB 9
Financial assets and liabilities at amortised cost Financial assets and liabilities at amortised cost
Derivatives at fair value through profit or loss Derivatives at fair value through profit or loss
Investment – available for sale Investment – fair value through other comprehensive income

Based on a review of these instruments, the recognition and measurement of these instruments is not expected to change apart from the investment classified as available for sale which will now be "investment – fair value through other comprehensive income". If and when this investment is derecognised, the cumulative gain or loss will not be recognised in profit or loss and will be recognised in other comprehensive income. Apart from this impact, it is anticipated that the financial statements of the Group will not be significantly impacted by these amendments. The expected credit loss model for calculating impairment of financial assets is not expected to have a material impact on the Group.

The Group will apply the standard from 1 July 2018.

AASB 15 'Revenue from Contracts with Customers', AASB 2014-5 'Amendments to Australian Accounting Standards arising from AASB 15', AASB 2015-8 'Amendments to Australian Accounting Standards – Effective date of AASB 15' (AASB 15): AASB 15 will replace AASB 118 'Revenue' which covers revenue arising from the sale of goods and the rendering of services and AASB 111 'Construction Contracts' which covers construction contracts. The new standard introduces a five-step model to determine when and how much revenue should be recognised. The standard permits either a full retrospective or a modified retrospective approach for the adoption. The Group has assessed of the impact of this change on the recognition and measurement of revenues of the Group and related disclosures in the financial statements. The Group's lease agreements are the source of the substantially all of the Group's revenue. Based on a review of the lease agreements it is expected that the recognition of this type of revenue by the Group will not be impacted by the new standard and therefore is not expected to have a material impact on the financial results. However some changes in the presentation of certain revenue items and additional disclosure may be required. Further consideration will be required on adoption of AASB 16 'Leases' in relation to recoverable outgoings which will continue to be recognised under AASB 117 'Leases' until adoption of the new Standard.

The Group will apply the standard from 1 July 2018.

AASB 16 'Leases' (AASB 16): AASB 16 introduces new requirements in relation to lease classification and recognition, measurement and presentation and disclosures of leases for lessees and lessors. For lessees a (right-of-use) asset and a lease liability will be recognised on the balance sheet in respect of all leases subject to limited exceptions. The accounting for lessors will not significantly change. Given that the Group is not a party to any significant lease agreements (as lessee), and on the basis that this remains the same, the new standard is not expected to have a material impact on the recognition and measurement of lease-related revenues, assets or liabilities.

The Group will apply the standard from 1 July 2020.

At the date of report, there are no pronouncements approved by the IASB/IFRIC that have yet to be issued by the AASB.

(b) Basis of consolidation

The consolidated Financial Statements of Shopping Centres Australasia Property Group incorporate the assets and liabilities of Shopping Centres Australasia Property Management Trust (the Parent) and all of its subsidiaries, including Shopping Centres Australasia Property Retail Trust and its subsidiaries. Shopping Centres Australasia Property Management Trust has been identified as the parent entity in relation to the stapling. The results and equity of Shopping Centres Australasia Property Retail Trust (which is not directly owned by Shopping Centres Australasia Property Management Trust) have been treated and disclosed as a noncontrolling interest. Whilst the results and equity of Shopping Centres Australasia Property Retail Trust are disclosed as a noncontrolling interest, the security holders of Shopping Centres Australasia Management Trust are the same as the security holders of Shopping Centres Australasia Property Retail Trust.

These Financial Statements also include a separate column representing the Financial Statements of Shopping Centres Australasia Property Retail Trust, incorporating the assets and liabilities of Shopping Centres Australasia Property Retail Trust and all of its subsidiaries.

Subsidiaries are all entities over which the Group has control. Control is defined as having rights to variable returns from involvement in the investee and having the ability to affect those returns through its power over the investee.

Where an entity began or ceased to be a controlled entity during the reporting year, the assets, liabilities and results are consolidated only from the date control commenced or up to the date control ceased.

In preparing the consolidated Financial Statements, all intra-group transactions and balances, including unrealised profits arising thereon, have been eliminated in full.

Investments in associates

Associates are entities over which the Group has significant influence but not control. Investments in associates are accounted for in the consolidated Balance Sheet by using the equity method of accounting after initially being recognised at cost. Under the equity accounting method, the Group's share of the associates' post acquisition net profit after income tax expense is recognised in the consolidated statement of comprehensive income. Distributions received or receivable from associates are recognised in the consolidated financial report as a reduction of the carrying amount of the investment.

(c) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and can be reliably measured. Rental income from investment properties is accounted for on a straight line basis over the lease term. Contingent rental income is recognised as income in the period in which it is earned. If not received at balance sheet date, revenue is reflected in the balance sheet as receivable and carried at its recoverable value. Recoveries from tenants are recognised as income in the year the applicable costs are accrued.

Certain tenant allowances that are classified as lease incentives are recorded as part of investment properties and amortised over the term of the lease. The amortisation is recorded against property income.

Where revenue is obtained from the sale of properties, it is recognised when the significant risks and rewards have transferred to the buyer. For conditional exchanges, sales are recognised when the conditions are satisfied.

All other revenues are recognised on an accruals basis.

(d) Finance costs

Finance costs include interest payable on bank overdrafts and short-term and long-term borrowings, payments on derivatives and amortisation of ancillary costs incurred in connection with arrangement of borrowings.

Finance costs are expensed as incurred except to the extent that they are directly attributable to the acquisition, construction or production of a qualifying asset. Qualifying assets are assets that necessarily take a substantial period of time to reach the stage of their intended use or sale.

In these circumstances, borrowing costs are capitalised to the cost of the assets until the assets are ready for their intended use or sale. Total interest capitalised within the Group must not exceed the net interest expense of the Group in any year, and project values, including all capitalised interest attributable to projects, must continue to be recoverable. In the event that development is suspended for an extended period of time, the capitalisation of borrowing costs is also suspended.

(e) Taxation

The Group comprises taxable and non-taxable entities. A liability for current and deferred taxation is only recognised in respect of taxable entities that are subject to income tax and potential capital gains tax as detailed below.

The Retail Trust is the property owning trust and is treated as a trust for Australian tax purposes. Under current Australian income tax legislation, the Retail Trust is not liable to Australian income tax, including capital gains tax, provided that members are presently entitled to the income of the Trust as determined in accordance with the Trust's constitution. Management Trust is treated as a company for Australian tax purposes which means it is subject to income tax.

Deferred tax is provided on all temporary differences on the difference between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

(f) Goods and services tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST (or equivalent tax in overseas locations) except where the GST incurred on purchases of goods and services is not recoverable from the tax authority, in which case the GST is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable.

Receivables and payables are stated with the amounts of GST included. The net amount of GST receivable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the cash flow statement on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

(g) Discontinued operation

The Group classified the New Zealand business as a discontinued operation prior to divestment. A discontinued operation represents a separate major line of business, or geographical area of operations, which is a component of the entity that has been disposed of or is classified as held for sale. The New Zealand business was disposed of during the previous year. The results of the discontinued operation are presented separately on the face of the Consolidated Statement of Profit or Loss.

(h) Foreign currency

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purposes of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars. Australian dollars is the presentation currency for the consolidated financial statements.

Foreign currency transactions are converted to Australian dollars at the prevailing exchange rates at the date of those transactions. Amounts payable and receivable in foreign currency at balance sheet date are translated to Australian dollars at the prevailing exchange rates at that date. Exchange differences arising from amounts receivable and payable are recognised in profit and loss in the period in which they arise.

(i) Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand and short term deposits with an original maturity of 90 days or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(j) Trade and other receivables

Trade and other receivables are carried at original invoice amount, less provision for doubtful debts, and are usually due within 30 days. Collectability of trade and other receivables is reviewed on an ongoing basis. Individual debts that are determined to be uncollectable are written off when identified. An impairment provision for doubtful debts is recognised when there is evidence that the Group will not be able to collect the receivables.

(k) Investment properties

Investment properties comprise investment interest in land and buildings (including integral plant and equipment) held for the purpose of letting to produce rental income, including properties that are under construction for future use as investment properties.

Initially, investment properties are measured at cost including transaction costs. Subsequent to initial recognition, the investment properties are stated at fair value. Fair value of investment properties is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The best evidence of fair value is given by current prices in an active market suitable for similar property in the same location and condition. Gains and losses arising from changes in the fair values of investment properties are recognised in profit and loss in the period in which they arise.

At each reporting date, the carrying values of the investment properties are assessed by the Directors and where the carrying value differs from the Directors' assessment of fair value, an adjustment to the carrying value is recorded as appropriate.

The Directors' assessment of fair value of each investment property takes into account latest independent valuations, with updates taking into account any changes in estimated yield, underlying income and valuations of comparable properties. In determining the fair value, the capitalisation of net income method and / or the discounting of future net cash flows to their present value have been used, which are based upon assumptions and judgements in relation to future rental income, property capitalisation rate or estimated yield and make reference to market evidence of transaction prices for similar properties.

Investment properties under development are classified as investment property and stated at fair value at each reporting date. Fair value is assessed with reference to reliable estimates of future cash flows, status of the development and the associated risk profile.

Land and buildings are considered as having the function of an investment and therefore are regarded as a composite asset, the overall value of which is influenced by many factors, the most prominent being income yield, rather than by the reduction in value of the building content due to the passing of time. Accordingly, the buildings and all components thereof, including integral plant and equipment for the building, are not depreciated.

Incentives such as cash, rent-free periods, lessee or lessor owned fit outs may be provided to lessees to enter into an operating lease. Leasing fees may also be paid for the negotiation of leases. These incentives and lease fees are capitalised to the investment property and are amortised on a straight-line basis over the lesser of the term of the lease and the useful life of the fit out, as a reduction of rental income. The carrying amounts of the lease incentives and leasing fees are reflected in the fair value of investment properties.

(l) Recoverable amount of assets

At each reporting date, an assessment is made as to whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the recoverable amount is estimated and if the carrying amount of that asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

(m) Payables

Trade and other payables are carried at amortised cost and due to their short term nature they are not discounted.

Distribution

Distributions payable are recognised in the reporting period in which they are declared, determined or publicly recommended by the Directors. Where such distributions have not been paid at reporting date they are recognised as a distribution payable.

All distributions will be paid out of retained earnings / accumulated losses, whether they are capital or income in nature from a tax perspective.

(n) Employee benefits

Equity based compensation arrangements

Equity based payments to employees are measured at the fair value of the equity instrument at the grant date. The fair value determined at the grant date is expensed on a straight line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest, with a corresponding increase in equity. At the end of each reporting period, the Group revises its estimate of the number of equity instruments expected to vest and adjusts for non-market vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity settled employee benefits reserve.

(o) Interest bearing liabilities

Borrowings are initially recognised at fair value, net of transaction costs incurred, and subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit and loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are deferred and expensed over the term of the respective agreement.

(p) Derivative and other financial instruments

The Group holds derivative financial instruments to hedge foreign currency and interest rate risk exposures arising from operational, financing and investing activities.

The Group has set defined policies and has implemented a comprehensive hedging program to manage interest and exchange rate risk. Derivative financial instruments are transacted to achieve the economic outcomes in line with the Group's treasury policy. Derivative instruments are not transacted for speculative purposes. Derivative financial instruments are recognised initially at cost and remeasured at fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The Group does not designate any derivative financial instrument as hedging instruments.

Where applicable, the fair value of currency and interest rate options and cross currency interest rate swaps are calculated by reference to relevant market rates for contracts with similar maturity profiles. The fair value of interest rate swaps are determined by reference to applicable market yield curves and include counterparty risk.

Changes in fair value of derivatives is recognised in the profit and loss.

(q) Contributed equity

Issued and paid up capital is recognised at the fair value of the consideration received. Any transaction costs arising on the issue of ordinary securities are recognised in equity as a reduction of the proceeds received.

(r) Earnings per security

Basic earnings per security is calculated as profit after tax attributable to unit or security holders divided by the weighted average number of ordinary securities issued.

Diluted earnings per security is calculated as profit after tax attributable to security holders divided by the weighted average number of ordinary securities and dilutive potential ordinary securities.

(s) Segment reporting

Segment information is presented on the same basis as that used for internal reporting purposes. The segments are reported in a manner that is consistent with internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Board of Directors of the Responsible Entity.

(t) Investment – Available for sale

Investment Available-for-sale assets are initially measured at cost at date of acquisition, which include transaction costs, and subsequent to initial recognition, they are carried at fair value. Unrealised gains and losses arising from changes in the fair value of non-monetary securities classified as available-for-sale are recognised in equity in the available-for-sale investments revaluation reserve. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in profit or loss as gains and losses from the sale or impairment of investment securities.

(u) Assets classified as held for sale

Non-current assets are classified as held for sale, if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. Such assets are disclosed separately and are disclosed as current assets if it is expected they will be sold less than one year from the balance date. Held for sale assets are measured at the lower of their carrying amount and fair value less costs to sell. Non-current assets classified as held for sale are also presented separately from other assets in the balance sheet.

(v) Use of estimates and judgements

The preparation of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

The significant judgements and estimates used in the preparation of these financial statements are outlined below.

Judgement – Classification and carrying value of investments

The SCA Property Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Critical judgements are made in assessing whether an investee entity is controlled or subject to significant influence or joint control. These judgements include an assessment of the nature, extent and financial effects of the Group's interest in joint arrangements and associates, including the nature and effects of its contractual relationship with the entity or with other investors. Associates are entities over which the Group has significant influence but not control.

Judgement - Selection of parent entity

In determining the parent entity of the Shopping Centre Australasia Property Group, the Directors considered various factors including asset ownership, debt obligation, management and day to day responsibilities. The Directors concluded that management activities were more relevant in determining the parent.

Shopping Centres Australasia Property Management Trust has been determined as the parent of the Shopping Centres Australasia Property Group.

Estimate - Valuation of property investments

Critical judgements are made by the Directors in respect of the fair value of investment properties including properties under construction and those that are classified as assets held for sale. The fair value of these investments are reviewed regularly by management with reference to independent property valuations, recent transactions and market conditions existing at reporting date, using generally accepted market practices.

The major critical assumptions underlying estimates of fair values are those relating to the capitalisation rate and to a lesser extent the discount rate. Other assumptions of lesser importance include net passing rent, gross market rent, net market rent, average market rental growth, and terminal yield. If there is any change in these assumptions or economic conditions, the fair value of the investment properties may differ. See further disclosure regarding assumptions used in valuation of investment properties in note 10.

Estimate - Valuation of financial instruments

The fair value of derivatives assets and liabilities are based on assumptions of future events and involve significant estimates. The basis of valuation for the Group's derivatives are set out in note 25. The value of derivatives may differ in future reporting periods due to the passing of time and / or changes in market rates including interest rates, foreign exchange rates and market volatility.

3. Distributions paid and payable

Cents per unit Total amount$m Date of payment or expecteddate of payment
2018 SCA Property Group & Retail Trust
Interim distribution1 6.8 50.7 29 January 2018
Final distribution2 7.1 53.2 30 August 2018
13.9 103.9
2017 SCA Property Group & Retail Trust
Interim distribution 6.4 47.0 30 January 2017
Final distribution 6.7 49.8 31 August 2017
13.1 96.8

1 The interim distribution of 6.8 cents per security was declared on 13 December 2017 and was paid on 29 January 2018.

2 The 2018 final distribution of 7.1 cents per security was declared on 13 June 2018 and is expected to be paid on or about 30 August 2018. The tax components will be advised on or about that time.

The Management Trust has not declared or paid any distributions. The Group has a Distribution Reinvestment Plan (DRP) in place. The DRP was in place for the distribution declared in June 2017 (paid in August 2017) and for the distribution declared in December 2017 (and paid in January 2018). Further the DRP is in place for the distribution declared in June 2018 (expected to be paid on or about 30 August 2018).

Under the DRP Plan Rules the DRP issue price was determined at a discount of 1.0% to the arithmetic average of the daily volume weighted average market price of security traded on the ASX during the 10 business days commencing on the business day after the record date. The equity raised through the DRP on 31 August 2017 was $6.2 million by the issue of 2,920,576 securities at a price of $2.13. The equity raised through the DRP on 29 January 2018 was $6.5 million by the issue of 2,865,747 securities at a price of $2.25.

4. Earnings per security

SCA Property Group Retail Trust Management Trust
30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017
Per stapled security
Profit from continuing operations 175.2 320.9 175.1 320.7 0.1 0.2
Profit from discontinued operation - (1.3) - (1.3) - -
Net profit after tax for the period ($ million) 175.2 319.6 175.1 319.4 0.1 0.2
Weighted average number of securities used asthe denominator in calculating basic earningsper security below 746,979,400 737,609,884 746,979,400 737,609,884 746,979,400 737,609,884
Basic earnings per security for net profit after tax (cents)
Continuing operationsDiscontinued operation 23.5- 43.5(0.2) 23.4- 43.5(0.2) -- --
Continuing and discontinued earningsper security 23.5 43.3 23.4 43.3 - -
Weighted average number of securities used asthe denominator in calculating diluted earningsper security below 749,776,399 740,245,731 749,776,399 740,245,731 749,776,399 740,245,731
Diluted earnings per security for net profit after tax (cents)
Continuing operations 23.4 43.3 23.4 43.3 - -
Discontinued operation - (0.2) - (0.2) - -
Continuing and discontinued earningsper security 23.4 43.2 23.4 43.1 - -

5. Assets classified as held for sale

30 Jun 2017
$m
-

In May 2018 the Group launched its third unlisted retail fund - SCA Unlisted Retail Fund 3 (SURF 3). SURF 3 commenced operations on 10 July 2018 and purchased four properties from the Group being Moama Marketplace (NSW), Swansea Woolworths (NSW), Warrnambool Target (VIC) and Woodford Woolworths (QLD). The Group signed conditional contracts to sell these properties to SURF 3 prior to June 2018 and therefore they are classified as held for sale for financial reporting purposes. The book value of these properties is equal to their contracted value of $57.9 million. Details of these properties are below.

Property State Property Type Book valuecap rate30 Jun 2018 Book valuediscount rate30 Jun 2018 Book value30 Jun 2018$m
Moama Marketplace NSW Neighbourhood 7.00% 7.25% 14.0
Swansea NSW Neighbourhood 6.00% 6.50% 15.3
Warrnambool Target VIC Neighbourhood 8.25% 7.25% 16.0
Woodford QLD Neighbourhood 6.25% 6.25% 12.6
Total Assets classified as held for sale 57.9

6. Finance costs

SCA Property Group & Retail Trust
30 Jun 2018 30 Jun 2017
$m $m
Interest expense 30.7 25.6
Swap termination - 3.0
30.7 28.6

7. Taxation

SCA Property Group Retail Trust
30 Jun 2018$m 30 Jun 2017$m 30 Jun 2018$m 30 Jun 2017$m
Profit before income tax - continuing operations 175.4 321.5 175.1 320.7
Profit before income tax - discontinued operation - (1.3) - (1.3)
175.4 320.2 175.1 319.4
Prima facie tax (expense) at 30% (52.6) (96.1) (52.5) (95.8)
Tax effect of income that is not assessable/ deductible indetermining taxable profit 52.4 95.5 52.5 95.8
(0.2) (0.6) - -
Tax expense is attributable to:
Profit from continuing operations (0.2) (0.6) - -
Profit from discontinued operation - - - -
(0.2) (0.6) - -

8. Discontinued operation and disposal group held for sale

During the year ended 30 June 2017, the Group completed the sale of its New Zealand investment. The financial performance of the component of the Group classified as a discontinued operation to the date of disposal was:

SCA Property Group & Retail Trust
30 Jun 201830 Jun 2017
$m $m
Revenue - 2.9
Property expenses - (0.2)
NZ Management Fee - (2.9)
Earnings before interest and tax (EBIT) - (0.2)
Finance costs - (1.1)
Net profit before tax - (1.3)
Net (loss)/profit after tax from discontinued operation - (1.3)
Cash flows from discontinued operation
Net cash flows from operating activities - (1.3)
Net cash flows from investing activities - 0.1
Net cash flows from financing activities - 1.2
Net cash flows - -

9. Receivables

SCA Property Group Retail Trust
30 Jun 2018 30 Jun 2017 30 Jun 2017
$m $m $m $m
Current
Rental receivable 3.0 2.7 3.0 2.7
Provision for doubtful debts (0.8) (0.7) (0.8) (0.7)
2.2 2.0 2.2 2.0
Other receivables 21.4 20.4 20.9 19.4
Total receivables 23.6 22.4 23.1 21.4

Ageing of rental receivable1

SCA Property Group Retail Trust
30 Jun 201830 Jun 2017 30 Jun 2018 30 Jun 2017
$m $m $m $m
Current 1.7 1.2 1.7 1.2
30 days 0.7 0.7 0.7 0.7
60 days 0.3 0.3 0.3 0.3
90 days 0.1 0.2 0.1 0.2
120 days 0.2 0.3 0.2 0.3
Rental receivable 3.0 2.7 3.0 2.7

1 Rental and other amounts due are receivable within 30 days.

There is no interest charged on any receivables. All receivables are current other than the rental receivables included in ageing above.

10. Investment properties

SCA Property Group & Retail Trust
30 Jun 2018 30 Jun 2017
$m $m
Movement in total investment properties
Opening balance 2,364.6 1,888.0
Assets classified as held for sale (57.9) -
Acquisitions and development expenditure 1 69.7 313.7
Disposals - (54.9)
Additions including tenant incentives, leasing fees and straight-lining of rentalincome net of amortisation 3.3 6.2
Unrealised movement recognised in Profit or Loss on property valuations 74.1 211.6
Closing balance 2,453.8 2,364.6

1 Development expenditure for the year ended 30 June 2018 includes capitalised interest of $0.5 million based on the capitalisation interest rate of 3.8% on qualifying assets (30 June 2017: $0.1m).

Investment properties
Property State Property Type Book valuecap rate30 Jun 2018 Book valuediscount rate30 Jun 2018 Book value30 Jun 2018$m Book value30 June 2017$m
Sub-Regional
Lilydale VIC Sub-Regional 6.00% 7.25% 114.0 109.0
Pakenham VIC Sub-Regional 6.00% 7.00% 91.5 89.0
Central Highlands QLD Sub-Regional 7.00% 7.50% 65.3 66.0
Mt Gambier SA Sub-Regional 6.48% 7.68% 74.5 73.3
Murray Bridge SA Sub-Regional 7.00% 7.25% 66.0 70.5
Kwinana Marketplace WA Sub-Regional 6.25% 7.50% 150.1 129.7
Total Sub-Regional 561.4 537.5
Neighbourhood
Belmont4 NSW Neighbourhood 7.00% 8.00% 32.5 28.5
Berala NSW Neighbourhood 5.50% 6.75% 27.3 24.7
Cabarita NSW Neighbourhood 6.25% 7.50% 22.0 21.8
Cardiff NSW Neighbourhood 6.00% 6.75% 26.0 24.0
Clemton Park NSW Neighbourhood 6.00% 7.00% 52.0 55.5
Goonellabah NSW Neighbourhood 6.75% 7.50% 21.0 21.4
Greystanes NSW Neighbourhood 5.75% 7.25% 59.3 52.6
Griffin Plaza NSW Neighbourhood 6.75% 7.25% 26.1 26.0
Lane Cove NSW Neighbourhood 5.75% 7.50% 59.5 58.5
Leura NSW Neighbourhood 5.25% 6.50% 19.9 18.0
Lismore NSW Neighbourhood 6.75% 7.25% 34.0 34.6
Macksville NSW Neighbourhood 5.75% 6.75% 14.0 13.0
Merimbula NSW Neighbourhood 6.25% 7.00% 20.3 18.7
Moama3 NSW Neighbourhood - - - 13.8
Morisset NSW Neighbourhood 7.00% 7.25% 18.9 18.8
Muswellbrook NSW Neighbourhood 6.50% 7.50% 32.5 29.3
Northgate NSW Neighbourhood 6.50% 7.25% 16.2 16.5
North Orange NSW Neighbourhood 6.25% 7.50% 32.6 29.5
Shell Cove2 NSW Neighbourhood N/A N/A 15.3 -
Swansea3 NSW Neighbourhood - - - 14.5
Ulladulla NSW Neighbourhood 6.00% 6.75% 23.8 20.3
West Dubbo NSW Neighbourhood 6.25% 7.00% 18.5 16.9
Albury VIC Neighbourhood 6.50% 6.75% 23.2 22.0
Ballarat VIC Neighbourhood 7.00% 6.50% 18.0 18.4
Cowes VIC Neighbourhood 6.75% 7.00% 19.0 19.2
Drouin VIC Neighbourhood 5.75% 5.25% 16.4 14.9
Epping North VIC Neighbourhood 5.50% 6.00% 31.7 30.4
Highett VIC Neighbourhood 5.50% 6.00% 33.1 30.0
Langwarrin VIC Neighbourhood 5.50% 6.50% 25.0 25.0
Ocean Grove VIC Neighbourhood 6.25% 7.25% 38.5 35.3

Shopping Centres Australasia Property Group Directors Declaration

For the year ended 30 June 2018

Investment properties (continued)
Property State Property Type Book valuecap rate30 Jun 2018 Book valuediscount rate30 Jun 2018 Book value30 Jun 2018$m Book value30 June 2017$m
Neighbourhood
Warrnambool East VIC Neighbourhood 6.00% 6.50% 16.9 14.8
Warrnambool Target3 VIC Neighbourhood - - - 18.2
Wonthaggi VIC Neighbourhood 6.75% 7.50% 44.6 45.4
Wyndham Vale VIC Neighbourhood 5.75% 6.25% 24.0 22.6
Annandale QLD Neighbourhood 7.25% 8.50% 30.2 33.5
Ayr QLD Neighbourhood 6.75% 8.00% 19.5 19.4
Brookwater Village QLD Neighbourhood 6.25% 7.25% 36.3 35.2
Bushland Beach QLD Neighbourhood N/A N/A 21.4 12.8
Carrara QLD Neighbourhood 6.50% 6.75% 18.4 18.1
Chancellor Park Marketplace QLD Neighbourhood 6.00% 6.25% 46.9 44.4
Collingwood Park QLD Neighbourhood 6.50% 7.00% 11.4 11.2
Coorparoo5 QLD Neighbourhood 5.75% 6.50% 37.0 26.0
Gladstone QLD Neighbourhood 7.00% 7.25% 24.8 27.5
Greenbank QLD Neighbourhood 6.25% 7.75% 22.1 23.7
Jimboomba QLD Neighbourhood 6.25% 7.25% 29.0 27.5
Lillybrook QLD Neighbourhood 6.00% 7.00% 30.3 26.5
Mackay QLD Neighbourhood 6.50% 6.50% 26.2 23.6
Marian Town Centre QLD Neighbourhood 7.00% 7.50% 32.5 33.0
Mission Beach QLD Neighbourhood 6.50% 7.00% 12.0 11.4
Mt Warren Park QLD Neighbourhood 6.25% 7.00% 16.4 16.4
Mudgeeraba QLD Neighbourhood 6.00% 7.50% 36.2 35.8
Sugarworld Shopping Centre2 QLD Neighbourhood 6.75% 7.50% 24.8 -
The Markets QLD Neighbourhood 6.75% 6.75% 31.5 33.0
Whitsunday QLD Neighbourhood 7.25% 7.50% 36.0 38.3
Woodford3 QLD Neighbourhood - - - 12.3
Worongary QLD Neighbourhood 6.00% 7.00% 47.4 46.3
Blakes Crossing SA Neighbourhood 6.50% 6.50% 22.7 22.1
Walkerville SA Neighbourhood 6.00% 7.50% 25.5 24.0
Busselton WA Neighbourhood 6.00% 6.50% 27.1 24.9
Treendale WA Neighbourhood 6.25% 7.50% 34.4 34.4
Burnie TAS Neighbourhood 7.50% 8.00% 21.8 21.0
Claremont Plaza TAS Neighbourhood 6.50% 7.75% 36.6 34.0
Glenorchy Central TAS Neighbourhood 6.75% 7.25% 25.9 25.8
Greenpoint TAS Neighbourhood 7.25% 8.00% 15.6 15.0
Kingston TAS Neighbourhood 6.30% 8.02% 27.1 26.6
Meadow Mews TAS Neighbourhood 6.50% 7.75% 58.0 55.0
New Town Plaza TAS Neighbourhood 6.50% 7.00% 42.0 37.0
Prospect Vale TAS Neighbourhood 6.75% 7.75% 29.0 27.7
Riverside TAS Neighbourhood 7.25% 7.00% 8.8 8.3
Shoreline TAS Neighbourhood 6.25% 6.75% 37.3 35.9
Sorell TAS Neighbourhood 6.25% 7.25% 28.3 26.4
Total Neighbourhood 1,892.4 1,827.1
Total investment properties Australia 2,453.8 2,364.6

1 Capitalisation rate (or cap rate) is an approximation of the ratio between the net operating income produced by a property and its fair value.

2 Properties acquired during the year ended 30 June 2018. Shell Cove is a development asset. As at 30 June 2018, the value of $15.3m represents the acquisition cost of the land and estimated percentage completion of development costs.

3 Properties under conditional contract of sale. Refer to note 5.

4 Belmont Bowling Club (strata) located above our Belmont Central Shopping Centre in NSW was acquired during the period for $4.8 million and is included in the FY18 valuation.

5 Coorparoo Childcare Centre (strata) located above our Coorparoo Shopping Centre in QLD was acquired during the period for $7.2 million and is included in the FY18 valuation.

Valuation process

The aim of the valuation process is to ensure that assets are held at fair value and that the Group is compliant with applicable regulations (for example Corporations Act and ASIC regulations) and the Trusts' Constitution and Compliance Plan.

All properties are internally valued every June and December and a number are selected for external independent valuation at each balance date. The properties selected for external valuation are choosen based on consideration of properties with significant change (such as a significant difference between book value and internal valuation, a development project or a significant change in the circumstances at the property including a significant change in the trading of the location) and ensuring the sample is representative. The internal valuations are performed on a basis consistent with the methodology of the most recent external valuations. This includes using appropriate capitalisation rates, terminal yields and discount rates based on comparable market evidence and recent external valuation parameters to produce a capitalisation based valuation and a discounted cash flow valuation.

The internal valuations are reviewed by management who recommends each property's valuation to the Audit, Risk Management and Compliance Committee and the Board in accordance with the Group's internal valuation protocol.

The Retail Trust's Compliance Plan requires that each property in the portfolio is valued by an independent valuer at least every three years and the independent valuer is expected to change after three years. In practice, properties may be independently valued more frequently than every three years primarily as a result of:

  • A significant variation between book value and internal valuation
  • A major development project
  • A period where there is significant market movement
  • A significant change in circumstances at the property including a significant change in the trading of the location

Independent valuations are performed by independent external valuers who hold a recognised relevant professional qualification and have specialised expertise in the types of investment properties valued.

Fair value measurement, valuation technique and inputs

The key inputs used to measure fair values of investment properties are disclosed below along with their sensitivity to an increase or decrease.

Category Fair valuehierarchy Book value30 June 2018$m Valuationtechnique Key inputs used tomeasure fair value Range ofunobservable inputs
Investment Properties Level 3 2,453.8 Incomecapitalisation andDCF1 Capitalisation rateDiscount rate 5.25% - 7.50%5.25% - 8.50%
Category Fair valuehierarchy Book value30 June 2017 Valuationtechnique Key inputs used tomeasure fair value Range of unobservableinputs
$m
Investment Properties Level 3 2,364.6 Incomecapitalisation andDCF1 Capitalisation rateDiscount rate 5.50% - 8.00%5.25% - 8.50%

1 Discounted cash flow.

The investment properties fair values presented are based on market values, which are derived using the capitalisation and the discounted cash flow methods. The Group's preferred or primary method is the capitalisation method.

Capitalisation method

Capitalisation rate (or cap rate) for the purpose of this report is an approximation of the ratio between the net operating income produced by an investment property and its fair value. The net operating income is determined considering the estimated gross passing income after adjustment for anticipated operating costs, potential future income from existing vacancies and an ongoing vacancy and bad debt allowance. This produces a net income on a fully leased basis which is capitalised in perpetuity from the valuation date at an appropriate investment yield. The adopted investment yield reflects the capitalisation rate (cap rate) and includes consideration of the property type, location and tenancy profile together with market sales and other matters such market rents, current rents including possible rent reversion, capital expenditure, lease expiry profile including vacancy, type of tenants, capital expenditure and sales growth of the centre.

Discounted cash flows (DCF)

Under the DCF method, a property's fair value is estimated using explicit assumptions regarding the cashflows associated with the ownership of a property (including income and capital and transaction costs (including disposal costs)) over the property's life including an exit or terminal value. The DCF method involves the projection of a series of cash flows on a real property interest. To this projected cash flow series, an appropriate discount rate is applied to establish the present value of the income stream associated with the real property. The discount rate is the rate of return used to convert a monetary sum, payable or receivable in the future, into a present value. The rate is determined with regards to market evidence.

Investment properties under development are classified as investment property and stated at fair value at each reporting date. Fair value is assessed with reference to reliable estimates of future cash flows, status of the development and the associated risk profile.

All property investments are categorised as level 3 in the fair value hierarchy (refer note 25(c) for additional information in relation to the fair value hierarchy). There were no transfers between hierarchies.

Sensitivity information

The key inputs to measure fair value of investment properties are disclosed below along with sensitivity to a significant increase or decrease. The following sensitivity to significant inputs applies to investment properties (refer note 2(v)).

Significant inputs Fair value measurement sensitivity tosignificant increase in input Fair value measurement sensitivity tosignificant decrease in input
Capitalisation rate Decrease Increase
Discount rate Decrease Increase

Sensitivity analysis

When calculating the income capitalisation approach, the net market rent has a strong interrelationship with the adopted capitalisation rate given the methodology involves assessing the total net market income receivable from the property and capitalising this in perpetuity to derive a capital value. The impact on the fair value of an increase in the net market rent could potentially offset the impact of an increase (softening) in the adopted capitalisation rate. The same can be said for a decrease in the net market rent and a decrease (firming) in the adopted capitalisation rate. A directionally opposite change in the net market rent and the adopted capitalisation rate would magnify the impact to the fair value.

When assessing a discounted cash flow, the adopted discount rate and adopted terminal yield have a strong interrelationship in deriving a fair value given the discount rate will determine the rate at which the terminal value is discounted to the present value. The impact on the fair value of an increase (softening) in the adopted discount rate could potentially offset the impact of a decrease (firming) in the adopted terminal yield. The same can be said for a decrease (firming) in the discount rate and an increase (softening) in the adopted terminal yield. A directionally similar change in the adopted discount rate and the adopted terminal yield would magnify the impact to the fair value.

Other inputs or factors also impact a valuation. These factors are many and include: market rental reversion, current rental, property expenses, capital expenditure, and tenant incentives.

The Group has considered these factors and believes the most significant input to fair value of investment properties at balance date is the capitalisation rate as the capitalisation rate is in line with the Group's understanding of the market practice at which the price is determined for similar properties. Notwithstanding the Group's view that capitalisation rate is the most significant input, movements in one or more of other factors above may change the valuation.

Sensitivity analysis – capitalisation rate

A sensitivity analysis of the impact on the investment property valuations of movements in the capitalisation rate is disclosed below as the capitalisation rate method is the primary method for conducting the valuation. While other factors do also impact a valuation, at the current time, the Group considers that the valuations are most sensitive to movements in the capitalisation rate.

The following sensitivity analysis from the investment properties shows the effect on profit/loss after tax and on equity of a 25 basis points (bps) increase/decrease in capitalisation rates at balance sheet date with all other variables held constant.

For the year ended 30 June 2018

Profit/loss after tax Equity
25 bpsincrease$m 25 bpsdecrease$m 25 bpsincrease$m 25 bpsdecrease$m
30 June 2018
SCA Property Group & Retail TrustInvestment properties (93.0) 100.9 (93.0) 100.9
30 June 2017
SCA Property Group & Retail Trust
Investment properties (84.2) 91.0 (84.2) 91.0

11. Trade and other payables

SCA Property Group Retail Trust
30 Jun 2018$m 30 Jun 2017$m 30 Jun 2018$m 30 Jun 2017$m
Current
Trade payables and other creditors1 53.1 42.8 53.3 42.3
Income tax payable 0.2 0.6 - 0.2
Payables to related parties - - 7.5 7.5
53.3 43.4 60.8 50.0

1 Trade payables and other creditors at 30 June 2018 includes $13.8 million in respect of Shell Cove. Refer note 18. This amount is payable upon completion of Shell Cove and it is expected to be completed in the first half of FY19. Excluding the amount in respect of Shell Cove, other trade payables and other creditors are generally payable within 30 days.

12. Interest bearing liabilities

SCA Property Group & Retail Trust
30 Jun 2018$m 30 Jun 2017$m
Unsecured Bank Bilateral Facilities
- A$ denominated 217.0 174.0
Unsecured A$ Medium term note
- A$ denominated 400.0 400.0
Unsecured US Notes
- A$ denominated 50.0 50.0
- US$ denominated (converted to A$) 202.6 195.4
Total unsecured debt outstanding 869.6 819.4
- Less: unamortised establishment fees and unamoritsed MTN discount and premium (2.1) (2.0)
Interest bearing liabilities 867.5 817.4

Financing facilities and financing resources

The debt facilities are made up of Bank bilateral facilities, A$ medium term notes and US notes. The financing capacity available to the Group is under the Bank bilateral facilities as the A$ medium term notes and US notes are fully drawn. Debt facilities are carried at amortised cost. Additional details of these debt facilities are below.

Bank bilateral facilities

To reduce liquidity risk, the Group has in place unsecured bilateral facilities with multiple banks. The bilateral terms have been negotiated to achieve a balance between capital availability and the cost of debt including unused debt. The bilateral facilities are unsecured, revolving, multi-use, and can be used interchangeably.

One of the bilateral facilities can also be used for bank guarantees. As at 30 June 2018, in addition to the bilateral facilities drawn above, $11.0 million of a bilateral facility available was used to support a $11.0 million bank guarantee (30 June 2017: $10.0 million). The bank guarantee assists with the Group's obligations under its Australian Financial Services Licences.

During the year the Group agreed to refinancing and extension of its debt facilities. Bilateral debt facilities of $215.0 million with expiries between November 2018 and February 2019 were cancelled and replaced with $125 million of facilities expiring in November 2022 and December 2022. The next debt expiry is bilateral bank debt of $230.0 million in December 2019.

The financing capacity available to the Group under the bilateral facilities, including cash, is in the following table.

SCA Property Group & Retail Trust
30 Jun 2018$m 30 Jun 2017$m
Financing facilities and financing resources
Bilateral bank facilities
Committed Bilateral financing facilities available 355.0 445.0
Less: amounts drawn down
- Continuing operations (217.0) (174.0)
Less: amounts utilised for bank guarantee (11.0) (10.0)
Net Bilateral facilities available 127.0 261.0
Add: cash and cash equivalents 3.7 3.6
Financing resources available 130.7 264.6

As at 30 June 2018 the Group had undrawn debt facilities and cash of $130.7 million (30 June 2017: $264.6 million). After the issue of the US notes referred to below in September 2018 the undrawn debt facilities and cash available to the Group will be $328.0 million. The US Notes will be used to repay bilateral revolving debt.

A$ medium term notes (A$ MTN)

The Group has issued A$ MTN with a face value of $400.0 million. Details of these notes are below.

A$ MTN Tranche Issue date Maturity Tenor at issue Coupon Face value Issue Discount / (premium)
consideration on issue
(yrs) $m $m $m
Series 1 Tranche 1 Apr-15 Apr-21 6.0 3.75% 175.0 174.8 0.2
Tranche 2 Jul-16 Apr-21 4.8 3.75% 50.0 50.6 (0.6)
Series 2 Tranche 1 Jun-17 Jun-24 7.0 3.90% 175.0 174.5 0.5
400.0 0.1

The discount or premium with respect to each Tranche is amortised from the issue date to the maturity.

US Notes

In August 2014 the Group issued unsecured notes with aggregate face value of US$150.0 million and A$50.0 million (equivalent at the date of issue in total to A$209.8 million) to US private investors (US Notes). The maturity profile of the notes is US$100.0 million expiring August 2027, and US$50.0 million and A$50.0 million expiring August 2029. The principal and coupon obligations have been fully economically swapped back to Australian dollars (floating interest rates) through cross currency interest rate swaps.

Additionally in June 2018 the Group agreed with US private investors to issue unsecured notes with an aggregate face value of US$150.0 million (equivalent to A$197.3 million). The funds from these notes will become available in September 2018. The maturity of these notes is US$30.0 million expiring 2028 (10 years), US$70.0 million expiring 2031 (13 years) and US$50.0 million expiring 2033 (15 years). The principal and coupon obligations have been fully economically swapped back to Australian dollars (floating interest rates). These US notes will be used to repay bilateral revolving debt and have been rated Baa1 by Moody's.

Debt covenants

The Group is required to comply with certain financial covenants or obligations in respect of the interest bearing liabilities. The major financial covenants or obligations which are common across all types of interest bearing liabilities are summarised as follows:

  • (a) Interest cover ratio (EBITDA to net interest expense) is more than 2.00 times;
  • (b) Gearing ratio (finance debt net of cash and cross currency swaps divided by total tangible assets net of cash and derivatives) does not exceed 50%;
  • (c) Priority indebtedness ratio (priority debt to total tangible assets) does not exceed 10%; and
  • (d) Aggregate of the total tangible assets held by the Obligors represents not less than 90% of the total tangible assets of the Group.

The Group was in compliance with all of the financial covenants and obligations for the period ended and as at 30 June 2018.

Capital Management – management gearing

The Group manages its capital, including its debt, by having regard to a number of factors including the gearing of the Group. The Group's definition of gearing for management purposes is:

  • Net finance debt, where the US notes US$ denominated debt is recorded as the A$ amount received and economically hedged in A$, net of cash, divided by
  • Net total assets, being total assets net of cash and derivatives.

As the US notes USD denominated debt has been fully economically hedged, for the purpose of the management determination of gearing US$ denominated debt of US$150.0 million is recorded at its economically hedged value of A$209.8 million. This also results in management gearing being based on a constant currency basis. The US notes agreed to in June 2018 will be used to repay bilateral debt and will be included at their economically hedged value (A$197.3 million) when drawn in September 2018.

The Group's gearing was 31.2% as at 30 June 2018 (30 June 2017: 31.4%). The Group's target gearing range is 30% to 40%, however the Group has a preference for gearing to remain below 35% at this point in the cycle. The Group's gearing calculation is below.

Gearing (management) 30 Jun 2018 30 Jun 2017
$m $m
Bilateral and A$ notes
Unsecured bilateral facilities drawn 217.0 174.0
Unsecured A$ medium term notes 400.0 400.0
617.0 574.0
US Notes
US$ denominated notes - USD face value 150.0 150.0
Economically hedged exchange rate 0.9387 0.9387
US$ denominated notes - AUD equivalent 159.8 159.8
A$ denominated notes 50.0 50.0
Total US Notes 209.8 209.8
Total debt used and drawn AU$ equivalent 826.8 783.8
Less: cash and cash equivalents (3.7) (3.6)
Net finance debt for gearing 823.1 780.2
Total assets 2,704.0 2,547.1
Less: cash and cash equivalents (3.7) (3.6)
Less: derivative value included in total assets (62.3) (56.8)
Net total assets for gearing 2,638.0 2,486.7
Gearing (management)1 31.2% 31.4%

1 As noted under Bank bilateral facilities, the Group also has $11.0 million (30 June 2017: $10.0 million) used to support bank guarantees. The bank guarantees assist with the Group's compliance with its Australian Financial Services Licenses obligations. The value of these guarantees has been excluded from management's net finance debt used for gearing which is consistent with the approach taken by the Group's credit rating agency to determine net debt.

13. Contributed equity

SCA Property Group Retail Trust
30 Jun 2018$m 30 Jun 2017$m 30 Jun 2018$m 30 Jun 2017$m
EquityIssue costs 1,283.9(28.4)1,255.5 1,271.2(28.4)1,242.8 1,276.3(28.3)1,248.0 1,263.6(28.3)1,235.3
Management Trust Retail Trust
Opening balanceEquity raised through Distribution Reinvestment Plan - January 2017Equity raised through Distribution Reinvestment Plan - August 2017Equity raised through Distribution Reinvestment Plan - January 2018Closing balance 7.5---7.5 7.40.1--7.5 1,235.3-6.26.51,248.0 1,216.618.7--1,235.3
Balance at the end of the period is attributable to unit holders of:Shopping Centres Australasia Property Management TrustShopping Centres Australasia Property Retail Trust 7.51,248.01,255.5 7.51,235.31,242.8

Securities on Issue

SCA Property Group & Retail Trust
30 Jun 2018No. of securities 30 Jun 2017No. of securities
Opening balance 742,752,189 733,390,134
Equity issued for executive security based compensation arrangements - 24 August 2016 - 734,092
Equity issued for staff security based compensation arrangements - 20 December 2016 - 11,112
Equity raised through Distribution Reinvestment Plan - 30 January 2017 - 8,616,851
Equity issued for executive security based compensation arrangements - 3 July 2017 471,157 -
Equity issued for executive security based compensation arrangements - 10 August 2017 133,696 -
Equity raised through Distribution Reinvestment Plan - 31 August 2017 2,920,576 -
Equity issued for staff security based compensation arrangements - 20 December 2017 11,070 -
Equity raised through Distribution Reinvestment Plan - 29 January 2018 2,865,747 -
Closing balance 749,154,435 742,752,189

As long as Shopping Centres Australasia Property Group remains jointly quoted, the number of securities in each of the Trusts are equal and the security holders identical. Holders of stapled securities are entitled to receive distributions as declared from time to time. SCA Property Group holds concurrent meetings of the Retail Trust and Management Trust. Subject to any voting restrictions imposed on a security holder under the Corporations Act 2001 and the Australian Securities Exchange at a meeting of members, on a show of hands, each member has one vote. On a poll, each member has one vote for each dollar of the value of the total interest that they have in the relevant underlying Retail Trust or Management Trust respectively.

During the year new securities were issued and equity raised as a result of the operation of the distribution reinvestment plan, and compensation arrangements. Additional information on the distribution reinvestment plan is below.

Issue of securities from distribution reinvestment plan (DRP)

The DRP was in place for the distribution declared in June 2017 (paid in August 2017) and for the distribution declared in December 2017 (and paid in January 2018). Further the DRP is in place for the distribution declared in June 2018 (expected to be paid on or about 30 August 2018).

Under the DRP Plan Rules the DRP issue price was determined at a discount of 1.0% to the arithmetic average of the daily volume weighted average market price of security traded on the ASX during the 10 business days commencing on the business day after the record date. The equity raised through the DRP on 31 August 2017 was $6.2 million by the issue of 2,920,576 securities at a price of $2.13. The equity raised through the DRP on 29 January 2018 was $6.5 million by the issue of 2,865,747 securities at a price of $2.25.

14. Reserves (net of income tax)

Retail Trust
30 Jun 2018 30 Jun 2017
$m $m
Share based payment reserve 3.9 3.0
Foreign currency translation reserve - -
Investment available for sale reserve (0.4) (2.8)
3.5 0.2
Movements in reserves
Share based payment reserve
Balance at the beginning of the year 3.0 1.7
Employee share based payments 0.9 1.3
Closing balance 3.9 3.0
Foreign currency translation reserve
Opening balance - 15.3
Translation differences arising during the year - 1.7
Reclassification of foreign currency translation reserve - (17.0)
Closing balance - -
Investment available for sale reserve
Opening balance (2.8) -
Revaluation of investment - available for sale 2.4 (2.8)
Closing balance (0.4) (2.8)

Share based payment reserve: Refer note 21.

Foreign currency translation reserve: In the prior period the foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operation. Further, following the sale of the New Zealand properties and the sale proceeds used for repayment of the New Zealand denominated debt with the remainder repatriated to Australia during the year ended 30 June 2017 the foreign currency translation reserve has been reclassed to Consolidated Statements of Profit or Loss in the prior period. Refer note 8.

Available for sale reserve: Refer note 29.

15. Accumulated profit and loss

SCA Property Group Retail Trust
30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017
$m $m $m $m
390.7 167.9 391.7 169.1
175.2 319.6 175.1 319.4
(96.8) (96.8)
462.0 390.7 462.9 391.7
(1.0)
462.9 391.7
462.0 390.7
(103.9)(0.9) (103.9)

16. Cash flow information

(a) Notes to statements of cash flows

Reconciliation of profit to net cash flow from operating activities is below. Cash flow from continuing and discontinued operations have been treated collectively.

SCA Property Group Retail Trust
30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017
$m $m $m $m
Net profit after tax 175.2 319.6 175.1 319.4
Net unrealised (gain) / loss on change in fair value of investment properties (74.1) (211.6) (74.1) (211.6)
Net unrealised (gain) / loss on change in fair value of derivatives 0.8 24.4 0.8 24.4
Net unrealised (gain) / loss on change in foreign exchange 7.2 (23.6) 7.2 (23.6)
Straight-lining of rental income and amortisation of incentives 5.7 (3.1) 5.7 (3.1)
(Decrease) / increase in payables 0.5 21.4 1.5 20.6
Non-cash financing expenses 0.4 0.3 0.4 0.3
Other non-cash items and movements in other assets (0.2) (5.9) (0.2) (5.9)
(Increase) / decrease in receivables (1.2) (9.1) (1.7) (8.2)
Net cash flow from operating activities 114.3 112.4 114.7 112.3

(b) Net debt reconciliation

Reconciliation of net debt movements during the financial year is below.

SCA Property Group
Cash Due within Due after Total
$m 1 year $m 1 year $m $m
Net debt as at 30 June 2017 3.6 - (819.4) (815.8)
Cashflows 0.1 - (43.0) (42.9)
Foreign exchange adjustments - - (7.2) (7.2)
Net debt as at 30 June 2018 3.7 - (869.6) (865.9)
Retail Trust
Cash$m Due within1 year $m Due after1 year $m Total$m
Net debt as at 30 June 2017 2.0 - (819.4) (817.4)
Cashflows 0.5 - (43.0) (42.5)
Foreign exchange adjustments - - (7.2) (7.2)
Net debt as at 30 June 2018 2.5 - (869.6) (867.1)

17. Operating leases

All the investment properties (refer note 10) are subject to operating leases.

The investment properties are leased to tenants under long term operating leases with rentals payable monthly. Significant types of tenants include supermarkets, discount department stores, liquor stores and specialty stores. Lease terms can vary for each lease.

For supermarkets and discount department stores, lease terms for new leases are commonly from 15 to 20 years and are typically followed by a number of optional lease extensions exercisable by the tenant. The lease for these tenants also generally includes provision for additional rent in the form of sales turnover rent. Where sales turnover rent applies, it is payable annually in arrears where the sum of the initial rent and the turnover rent percentage amount for a year exceeds the amount of the base rent. Additionally the base rent for some of these tenants is subject to fixed periodic increases of up to 5% at the rent review date. The rent review date is typically every 5 years from the lease start or renewal.

For the year ended 30 June 2018

For other tenants lease terms would commonly be for shorter periods such as five years with provisions for annual reviews which typically comprise either fixed percentage increases, CPI based increases or market reviews. Optional lease extensions exercisable by the tenant are also possible. Specialty leases incorporate provisions for reporting of sales turnover and may include payment of turnover rent percentage rental if appropriate.

Minimum lease payments receivable under non-cancellable operating leases of investment are as follows.

SCA Property Group & Retail Trust
30 Jun 2018$m 30 Jun 2017$m
Within one year 180.5 173.4
Between one and five years 559.3 556.4
After five years 820.8 902.9
1,560.6 1,632.7

There was $1.4 million of percentage or turnover rent recognised as income in the current year (30 June 2017: $1.3 million).

18. Capital commitments

Estimated capital expenditure committed at balance sheet date but not provided for:

SCA Property Group & Retail Trust
30 Jun 18 ($m) 30 Jun 17 ($m)
Within one year 19.7

The 30 June 2018 balance relates to:

  • Bushland Beach (QLD) ($2.2 million): Prior to 30 June 2016 the Group acquired a neighbourhood shopping centre and adjacent development land, known as Bushland Beach Plaza. Development was settled in July 2018.
  • Shell Cove (NSW) ($7.5 million): During the period the Group acquired a development site at Shell Cove for $1.5 million. The Shell Cove development involves building a new Woolworths anchored neighbourhood shopping centre for an all-in cost of $21.3 million and is expected to be completed during the first half of FY19. The development as at 30 June 2018 was 65% complete and therefore the corresponding liability of $13.8m has been recognised in payables. The remaining balance of $7.5 million has been recognised as a capital commitment.
  • Greenbank (QLD) ($10.0 million): During the year ended 30 June 2016 the Group entered into a conditional agreement to acquire Greenbank neighbourhood shopping centre for $23.0 million (excluding transaction costs). This transaction settled in January 2016. This acquisition includes a call option for the Group to acquire ten hectares of adjacent development land for $10.0 million exercisable at any time within 5 years from the date of acquisition. This exercise amount has been treated as an estimated capital expenditure within one year as the Group may exercise this option at its sole discretion at any time although there is no immediate expectation of exercise (and the vendor has a put option which is exercisable in December 2020 if the call option is not exercised by that time) (30 June 2017: $10.0 million). Refer also note 25(c).

19. Segment reporting – continuing operations and discontinued operation

The Group and Retail Trust invest in shopping centres located in Australia and, until the completion of the sale of the properties located in New Zealand (completed during the year ended 30 June 2017), New Zealand. The chief decision makers of the Group base their decisions on these segments. The Management Trust operates only within one segment, Australia.

For the year ended 30 June 2018

Australia30 Jun 2018 30 Jun 2017 New Zealand Total30 Jun 2018 30 Jun 2017
30 Jun 2018 30 Jun 2017
$m $m $m $m $m $m
Revenue
Rental income1 208.9 194.0 - 2.9 208.9 196.9
Other income - 0.5 - - - 0.5
Funds management income 0.9 1.3 - - 0.9 1.3
Insurance income - 7.1 - - - 7.1
Distribution income 5.6 5.6 - - 5.6 5.6
NZ management fee - 2.9 - (2.9) - -
215.4 211.4 - - 215.4 211.4
Expenses
Property expenses (65.6) (61.7) - (0.2) (65.6) (61.9)
Corporate costs (12.1) (12.0) - - (12.1) (12.0)
(77.7) (73.7) - (0.2) (77.7) (73.9)
Segment result 137.7 137.7 - (0.2) 137.7 137.5
Fair value adjustments on investment properties 74.1 211.6 - - 74.1 211.6
Fair value adjustments on derivatives (0.8) (24.4) - - (0.8) (24.4)
Foreign exchange (7.2) 23.6 - - (7.2) 23.6
Fair value adjustments from associates 2.1 1.3 - - 2.1 1.3
Interest income 0.2 0.3 - - 0.2 0.3
Financing costs (30.7) (28.6) - (1.1) (30.7) (29.7)
Tax (0.2) (0.6) - - (0.2) (0.6)
Net profit/ (loss) after tax for the year attributable to unitholders 175.2 320.9 - (1.3) 175.2 319.6
Assets and liabilities
Segment assets 2,704.0 2,547.1 - - 2,704.0 2,547.1
Segment liabilities (983.0) (913.4) - - (983.0) (913.4)

1 For the purposes of segment reporting $79.4 million in rental income (30 June 2017: $84.7 million) was from Woolworths Limited. Further, $27.3 million in rental income (30 June 2017: $22.1 million) was from Wesfarmers Limited and its affiliates.

20. Key management personnel compensation

The aggregate compensation made to the Directors and other key management personnel of the Group is set out below.

30 Jun 2018 30 Jun 2017
$ $
Short term benefits 3,427,087 3,495,471
Post-employment benefits 159,458 175,125
Share-based payment 1,100,478 979,813
Long term benefits 64,805 46,113
4,751,828 4,696,522

The key management personnel during the year were:

  • Directors
  • Mr Lamb (Company Secretary and General Counsel)

21. Share based payments

During 2013 the Group established a Group Executive Incentive Plan that entitles key management personnel, subject to criteria, to become entitled to acquire stapled securities at nil cost to the employee. The Group Executive Incentive Plan was approved at the Group's Annual General Meeting in November 2013.

Rights pursuant to the Group Executive Incentive Plan have been issued for:

  • Special Performance Rights (SPRs)
  • Short Term Incentive Plan Rights (STIP)
  • Long Term Incentive Plan Rights (LTIP)

Under the Group Executive Incentive Plan grants of rights have been made to the following key management personnel:

  • Mr Mellowes (Director and Chief Executive Officer)
  • Mr Fleming (Director and Chief Financial Officer)
  • Mr Lamb (Company Secretary and General Counsel)

In addition certain non-key management personnel have also been granted 292,407 rights during the year (30 June 2017: 222,856).

The table below summarises the rights issued to key management personnel. These rights have a nil exercise price and awards are subject to meeting performance criteria. Where the performance criteria are met, details of the stapled securities that may be issued are below. Under the Group Executive Incentive Plan during the year ended 30 June 2018 stapled securities were issued and vested to Mr Mellowes 408,299 (number of securities) (30 June 2017: 552,728), Mr Fleming 154,883 (number of securities) (30 June 2017: 139,692) and Mr Lamb 41,671 (number of securities) (30 June 2017: 41,672).

Type and eligibility Vestingconditions1 Shareprice atgrant date Grant date Testing date Vestingdate Maximum number of stapledsecurities or maximum valueof securities to be issued Fair value atgrant date
STIP (FY18) (Mr Mellowes)STIP (FY18) (Mr Fleming) Non-marketNon-market $2.23$2.23 Aug-17Aug-17 Jul-18Jul-18 Jul-20Jul-20 $341,250$156,250 $0.98 per $1.00$0.98 per $1.00
LTIP (FY18 - FY20) (tranche 1)(Messrs Mellowes, Fleming, Lamb) Relative TSR2 $2.23 Aug-17 Sep-20 Jul-21 168,973 $1.10 per unit
LTIP (FY18 - FY20) (tranche 2)(Messrs Mellowes, Fleming, Lamb) Non-market $2.23 Aug-17 Jun-20 Jul-21 168,973 $2.23 per unit
LTIP (FY18 - FY20) (tranche 3)(Messrs Mellowes, Fleming, Lamb) Non-market $2.23 Aug-17 Jun-20 Jul-21 168,973 $2.23 per unit
STIP (FY17)(Mr Mellowes) Non-market $2.31 Aug-16 Jul-17 Jul-19 $334,688 $0.99 per $1.00
STIP (FY17)(Mr Fleming) Non-market $2.31 Aug-16 Jun-17 Jul-19 $153,000 $0.99 per $1.00
LTIP (FY17 - FY19) (tranche 1)(Messrs Mellowes, Fleming, Lamb) Relative TSR2 $2.31 Aug-16 Sep-19 Jul-20 159,351 $1.18 per unit
LTIP (FY17 - FY19) (tranche 2)(Messrs Mellowes, Fleming, Lamb) Non-market $2.31 Aug-16 Jun-19 Jul-20 159,351 $2.31 per unit
LTIP (FY17 - FY19) (tranche 3)(Messrs Mellowes, Fleming, Lamb) Non-market $2.31 Aug-16 Jun-19 Jul-20 159,351 $2.31 per unit
STIP (FY16)(Mr Mellowes) Non-market $2.00 Oct-15 Jul-16 Jul-18 $328,125 $1.00 per $1.00
STIP (FY16)(Mr Fleming) Non-market $2.00 Oct-15 Jul-16 Jul-18 $150,000 $1.00 per $1.00
LTIP (FY16 - FY18) (tranche 1)(Messrs Mellowes, Fleming, Lamb) Relative TSR2 $2.00 Oct-15 Sep-18 Jul-19 181,307 $1.00 per unit
LTIP (FY16 - FY18) (tranche 2)(Messrs Mellowes, Fleming, Lamb) Non-market $2.00 Oct-15 Jun-18 Jul-19 181,307 $2.00 per unit
LTIP (FY16 - FY18) (tranche 3)(Messrs Mellowes, Fleming, Lamb) Non-market $2.00 Oct-15 Jun-18 Jul-19 181,307 $2.00 per unit
LTIP (FY15 - FY17) (tranche 1)(Messrs Mellowes, Fleming) Relative TSR2 $1.70 Sep-14 Sep-17 Jul-18 201,042 $0.75 per unit
LTIP (FY15 - FY17) (tranche 1)(Mr Lamb) Relative TSR2 $1.83 Sep-14 Sep-17 Jul-18 19,245 $0.80 per unit
LTIP (FY15 - FY17) (tranche 2)(Messrs Mellowes, Fleming, Lamb) Non-market $1.70 Sep-14 Jul-17 Jul-18 201,042 $1.44 per unit
LTIP (FY15 - FY17) (tranche 2)(Mr Lamb) Non-market $1.83 Sep-14 Jul-17 Jul-18 19,245 $1.54 per unit
LTIP (FY15 - FY17) (tranche 3)(Messrs Mellowes, Fleming, Lamb) Non-market $1.70 Sep-14 Jul-17 Jul-18 201,042 $1.44 per unit
LTIP (FY15 - FY17) (tranche 3)(Mr Lamb) Non-market $1.83 Sep-14 Jul-17 Jul-18 19,245 $1.54 per unit

1 Service and non-market conditions include financial and non-financial targets along with a deferred vesting period.

2 TSR is Total Shareholder Return measured against a comparator group.

The Group recognises the fair value at the grant date of equity settled securities below as an employee benefit expense proportionally over the vesting period with a corresponding increase in equity. Fair value is measured at grant date using Monte-Carlo simulation and Binomial option pricing models where applicable, performed by an independent valuer, and models the future security price of the Group's securities.

Non-market vesting conditions are determined with reference to the underlying financial or non-financial performance measures to which they relate.

The total expense recognised during the year in relation to those eligible for equity settled share-based payments was $0.9 million (30 June 2017: $1.3 million). Key inputs to the pricing models include:

30 June 2018 30 June 2017 30 June 2016 30 June 2015
Volatility 16% 18% 20% 20%
Dividend yield 6.2% 5.4% 6.0% 6.0%
Risk-free interest rate 1.97% - 2.12% 1.45% – 1.50% 1.79% - 1.94% 2.71% - 2.85%

22. Other related party disclosures

The Retail Trust has a current payable of $7.5 million to the Management Trust (30 June 2017: $7.5 million). This is non-interest bearing and repayable at call. Additionally, Shopping Centres Australasia Property Group RE Limited (the Company), the Responsible Entity of the Retail Trust and a wholly owned subsidiary of Management Trust, makes payments on behalf of the Retail Trust from time to time. These payments are incurred by the Company in properly performing or exercising its powers or duties in relation to the Retail Trust. The Company has a right of indemnity from the Retail Trust, for any liability incurred by the Company in properly performing or exercising any of its powers or duties in relation to the Retail Trust. The amount reimbursed or reimbursable during the year under this agreement was $11.5 million (30 June 2017: $11.5 million).

23. Parent entity

Management Trust1 Retail Trust1, 2
30 Jun 2018 30 Jun 2017 30 Jun 2018 30 Jun 2017
$m $m $m $m
Current assets - - 85.1 25.2
Non-current assets - 7.5 2,617.2 2,519.3
Total assets - 7.5 2,702.3 2,544.5
Current liabilities - - 120.4 99.9
Non-current liabilities - - 867.5 817.4
Total liabilities - - 987.9 917.3
Contributed equity 7.5 7.5 1,248.0 1,235.3
Reserves - - 3.5 0.2
Accumulated profit / (loss) - - 462.9 391.7
Total equity 7.5 7.5 1,714.4 1,627.2
Net profit/ (loss) after tax - - 175.1 436.9
Other comprehensive income - - 2.4 (2.8)
Total comprehensive income - - 177.5 434.1
Commitments for the acquisition of property by the parent - - 19.7 22.4

1 Head Trusts only.

2 The Retail Trust financial statements have been prepared on a going concern basis. In preparing the Retail Trust financial statements the Directors note that the Retail Trust has a net current asset deficiency position due to the provision for distribution and minimal cash and cash equivalents, as it is the policy of the Group and Retail Trust to use surplus cash to repay debt. At 30 June 2018 the Group and Retail Trust have the ability to drawdown funds to pay the distribution on or about 30 August 2018, having sufficient excess cash and undrawn financing facilities (refer note 12).

24. Subsidiaries

Name of subsidiaries Place of Ownership interest
incorporationand operation 30 June 2018 30 June 2017
Subsidiaries of Shopping Centres Australasia Property Management Trust
Shopping Centres Australasia Property Operations Pty Ltd Australia 100.0% 100.0%
Shopping Centres Australasia Property Holdings Pty Ltd Australia 100.0% 100.0%
Shopping Centres Australasia Property Group RE Ltd Australia 100.0% 100.0%
Shopping Centres Australasia Property Group Trustee NZ Ltd1 New Zealand 100.0% 100.0%
SCA Unlisted Retail Fund RE Limited Australia 100.0% 100.0%

1 Shopping Centres Australasia property Group Trustee NZ Ltd is in the process of being wound up.

Additionally Shopping Centres Australasia Property Retail Trust is considered for financial reporting purposes a subsidiary of Shopping Centres Australasia Property Management Trust due to stapling even though there is no ownership or shareholding interest.

25. Financial instruments – continuing operations

(a) Capital management

The Group's objective when managing capital is to safeguard the ability to continue as a going concern, whilst providing returns for security holders and benefits for other stakeholders and maintaining a capital structure that will support a competitive overall cost of capital for the Group.

The capital structure of the Group consists of cash, interest bearing liabilities (including bilateral debt facilities with several banks and notes issued in the debt capital markets) and equity of the Group (comprising contributed equity, reserves and accumulated profit/loss).

The Group assesses the adequacy of its capital requirements, cost of capital and gearing (ie debt/equity mix) as part of its broader strategic plan. The Group continuously reviews its capital structure to ensure:

  • Sufficient funds and financing facilities, on a cost effective basis, are available to assist the Group's property investment and management business;
  • Sufficient liquid buffer is maintained; and
  • Distributions to security holders are in line with the stated distribution policy.

The Group can alter its capital structure by issuing new stapled securities, adjusting the amount of distributions paid to security holders, returning capital to security holders, buying back securities, selling assets to reduce debt, adjusting the timing of capital expenditure and through the operation of a distribution reinvestment plan. Additionally the Group can alter its capital structure by the use of debt facilities including repaying debt and issuing debt via debt capital markets and derivative financial instruments.

The Group's debt financial covenants are detailed in note 12.

Management monitors the capital structure by the gearing ratio. The gearing ratio is calculated in line with the debt covenants as:

  • finance debt net of cash and excluding derivatives; divided by,
  • total tangible assets net of cash and excluding derivatives.

The Group's target gearing range is 30% to 40%, however the Group has a preference for gearing to remain below 35% at this point in the cycle.

The Group's gearing at 30 June 2018 was 31.2% (30 June 2017: 31.4%). Refer note 12 for additional information.

(b) Financial risk management

The Group's activities expose it to a variety of financial risk, including:

  • (i) credit risk
  • (ii) liquidity risk
  • (iii) market risk (foreign exchange and interest rate)

The Group seeks to minimise the effects of these risks by using derivative financial instruments to hedge or economically hedge certain risk exposures. The use of financial derivatives is governed by the Group's policies as approved by the Board. The Group does not enter or trade financial instruments including derivative financial instruments for speculative purposes.

(b)(i) Financial risk management - credit

Credit risk is the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has exposure to credit risk on its financial assets included in its Consolidated Balance Sheets. This includes cash and cash equivalents, derivative financial instruments (hedging) as well as credit receivables due from tenants and managing agents.

For financial investments or market risk hedging the Group manages this risk by investing and transacting derivatives with multiple counterparties to minimise the Group's exposure to any one counterparty. Wherever possible, for financial investments and economic hedging the Group only deals with investment grade counterparties.

Exposure to customer credit risk is also monitored. A significant share of the Group's revenue for the current and prior year is from Woolworths Limited which has a BBB Standard and Poor's credit rating.

The Group reviews the aggregate exposure of tenancies across its portfolio on a regular basis.

Derivative counterparties and cash deposits are currently limited to financial institutions with an appropriate credit rating.

The Group and Retail Trust's exposure to credit risk is in the table below.

SCA Property Group Retail Trust
30 Jun 2018$m 30 Jun 2017$m 30 Jun 2018$m 30 Jun 2017$m
Cash and cash equivalents 3.7 3.6 2.5 2.0
Receivables 23.6 22.4 23.1 21.4
Derivative financial instruments 62.3 56.8 62.3 56.8
89.6 82.8 87.9 80.2

The maximum exposure of the Group to credit risk as at 30 June 2018 is the carrying amount of the financial assets in the Consolidated Balance Sheets.

Receivables relate to tenant and managing agent receivables. Receivables are reviewed regularly throughout the year. A provision for doubtful debts is made where collection is deemed uncertain. Part of the Group's policy is to hold collateral as security for tenants via bank guarantees (or less frequently collateral such as deposits or cash and personal guarantees). There were no significant financial assets from major tenants that were past due at 30 June 2018. Refer also note 9.

(b)(ii) Financial risk management - liquidity

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group manages liquidity risk by having flexibility in funding including by keeping sufficient cash and/or committed credit lines available whilst maintaining a low cost of holding these facilities. Management prepares and monitors rolling forecasts of liquidity requirements on the basis of expected cash flow.

The Group manages liquidity risk through monitoring its net expected funding needs including the maturity of its debt portfolio. The Group also manages liquidity risk by maintaining a liquidity buffer of cash and undrawn debt facilities.

The debt facilities are made up of Bank bilateral facilities, A$ medium term notes and US notes. Details of these debt facilities, including finance facilities available, are at note 12.

Refinancing risk, also part of liquidity risk, is the risk that the maturity profile of the debt makes it difficult to refinance maturing debt, and/or that the cost of refinancing exposes the Group to potentially unfavourable market conditions at any given time. The Group is exposed to refinancing risks arising from the availability of finance as well as the interest rates and credit margins at which financing is available. The Group manages this risk, where appropriate, by refinancing borrowings in advance of the maturity of the borrowing and by securing longer term facilities.

Non-derivative financial instruments

The contractual maturities of the Group's and Retail Trust's non-derivative financial liabilities at reporting date are reflected in the following table. It shows the undiscounted contractual cash flows required to discharge the liabilities including principal, interest, margin, line fees and foreign exchange rates as at the reporting date. Foreign currencies have been converted at exchange rates at the reporting date. Interest rates are based on the interest rates as at the reporting date.

For the year ended 30 June 2018

1 year or less$m 2 - 3 years$m 4 - 5 years$m More than 5 years$m Total$m
30 June 2018
SCA Property Group
Payables 53.3 - - - 53.3
Distribution payable 53.2 - - - 53.2
Interest bearing liabilities 34.2 416.9 125.8 494.0 1,070.8
140.7 416.9 125.8 494.0 1,177.3
Retail Trust
Payables 60.8 - - - 60.8
Distribution payable 53.2 - - - 53.2
Interest bearing liabilities 34.2 416.9 125.8 494.0 1,070.8
148.2 416.9 125.8 494.0 1,184.8
30 June 2017
SCA Property Group
Payables 43.4 - - - 43.4
Distribution payable 49.8 - - - 49.8
Interest bearing liabilities 32.6 246.2 268.1 503.2 1,050.1
125.8 246.2 268.1 503.2 1,143.3
Retail Trust
Payables 50.0 - - - 50.0
Distribution payable 49.8 - - - 49.8
Interest bearing liabilities 32.6 246.2 268.1 503.2 1,050.1
132.4 246.2 268.1 503.2 1,149.9

Derivative financial instruments

The following tables show the undiscounted cash flows required to discharge the Group's and Retail Trust's derivative financial instruments in place at 30 June 2018 at the rates as at the reporting date. Foreign currencies have been converted at exchange rates at the reporting date.

1 year or less$m 2 - 3 years$m 4 - 5 years$m More than 5 years$m Total$m
30 June 2018
SCA Property Group & Retail Trust
Interest rate swaps - net 1.2 3.1 2.6 4.6 11.5
Cross currency interest rate swaps - net (0.2) 6.5 4.7 45.5 56.5
1.0 9.6 7.3 50.1 68.0
30 June 2017
SCA Property Group & Retail Trust
Interest rate swaps - net 0.7 3.6 3.1 5.0 12.4
Cross currency interest rate swaps - net 2.9 4.4 2.9 46.6 56.8
3.6 8.0 6.0 51.6 69.2

(b)(iii) Financial risk management – market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Group's financial performance or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk within acceptable parameters, while optimising the return.

Foreign exchange risk

Foreign exchange risk arises when anticipated transactions or recognised assets and liabilities are denominated in a currency that is not the Group's presentation currency, being Australian dollars. The Group has currency exposure to the United States dollar (USD).

Foreign exchange risk - United States Dollar

The Group's and the Retail Trust's exposure to the United States dollar is through borrowing in USD denominated debt via the US notes issued during the year ended 30 June 2015. Additionally in June 2018 the Group agreed with US private investors to issue unsecured US Notes with an aggregate face value of US$150.0 million (equivalent in total to A$197.3 million). The funds from these notes will become available in September 2018. The maturity of these notes is US$30.0 million expiring 2028 (10 years), US$70.0 million expiring 2031 (13 years) and US$50.0 million expiring 2033 (15 years).

The principal and coupon obligations have been fully swapped back to Australian dollars (floating interest rates). Refer below and note 12.

Cross currency interest rate swap contracts

The Group has reduced its future exposure to the foreign exchange risk inherent in the carrying value of its US dollar borrowings (refer US note issue discussed above and note 12) by using cross currency interest rate swaps.

Under cross currency interest rate swap contracts, the Group agrees to exchange specified principal and interest foreign currency amounts at agreed future dates at a specified exchange rate. Such contracts enable the Group to mitigate the risk of adverse movements in foreign exchange rates in relation to principal and interest payments arising under the US dollar note issue.

The Group receives fixed amounts in US dollars and pays both variable interest rates (based on Australian BBSW) and fixed interest rates based on agreed fixed interest rates. As a result of issuing the US notes denominated in USD the Group has entered into cross currency interest rate swaps which have fully economically hedged the US notes USD principal outstanding and also the obligation to pay fixed USD interest to floating AUD interest. The following table details the swap contracts principal and interest payments over various durations at balance sheet date.

SCA Property Group & Retail Trust
1 year or less$m 2 - 3years$m 4 - 5years$m More than 5 years$m Total$m
30 June 2018
Buy US dollar - interestAmount (AUD)Exchange rateAmount (USD) 15.80.835413.2 31.50.838126.4 31.50.838126.4 112.80.814791.9 191.60.8241157.9
Buy US dollar - PrincipalAmount (AUD)Exchange RateAmount (USD) --- --- --- 357.10.8401300.0 357.10.8401300.0
30 June 2017
Buy US dollar - interestAmount (AUD)Exchange rateAmount (USD) 6.70.93876.3 13.40.938712.6 13.40.938712.6 41.30.938738.8 74.80.938770.2
Buy US dollar - PrincipalAmount (AUD)Exchange RateAmount (USD) -0.9387- -0.9387- -0.9387- 159.80.9387150.0 159.80.9387150.0

Sensitivity analysis – foreign exchange risk

The following sensitivity analysis shows the effect on profit/(loss) after tax and on equity if the Australian dollar had increased (strengthened) by 10% or decreased (weakened) by 10% at balance sheet date with all other variables held constant. Profit/(loss) after tax excludes discontinued operation.

For the year ended 30 June 2018

Profit/ loss after tax Equity
Effect of 10%strengthening inA$ exchange rate$m Effect of 10%depreciation in A$exchange rate$m Effect of 10%strengthening inA$ exchange rate$m Effect of 10%depreciation in A$exchange rate$m
30 June 2018
SCA Property Group & Retail TrustA$ equivalent of foreign exchange balances denominated in USD (5.5) 6.7 (5.5) 6.7
30 June 2017
SCA Property Group & Retail TrustA$ equivalent of foreign exchange balances denominated in USD (3.4) 4.2 (3.4) 4.2

Interest rate risk

Interest rate risk is the risk that the fair value or cash flows of financial instruments will fluctuate due to changes in market interest rates.

The Group is exposed to interest rate risk as it can borrow funds at both fixed and floating interest rates. This risk is managed by maintaining an appropriate mix between fixed and floating rate borrowings and through the use of interest rate swap contracts.

Hedging activities are evaluated regularly.

The Group's exposures to interest rates on financial liabilities are detailed in the liquidity risk management section of this note. Exposure to cash and cash equivalents is limited to $3.7 million (30 June 2017: $3.6 million).

Interest rate swap contracts

The Group's interest rate risk arises from borrowings and cash holdings. Interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates or from fixed to floating. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals, the difference between fixed contract rates and floating-rate interest amounts (or vice versa) calculated by reference to an agreed notional principal amount.

The Group's bilateral borrowings are generally at floating rates. Borrowings with floating rates expose the Group to cash flow interest rate risk. The Group's preference is to be protected from interest rate movements in the two to five year term through appropriate risk management techniques. These techniques include using floating to fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates.

Additionally the Group has fixed rate borrowings in the form of A$ and US$ US notes and the A$ medium term note.

The requirements under Australian accounting standards in respect of documentation, designation and effectiveness for hedge accounting cannot be met in all circumstances. As a result the Group does not apply hedge accounting for any derivatives as at 30 June 2018 (30 June 2017: not applicable).

The fair value of interest rate swaps at the reporting date is determined by discounting the future cash flows using the forward market interest rate curve at reporting date.

The Group's exposure to interest rate risk and the effective interest rates on financial assets and liabilities at reporting date are in the following table.

For the year ended 30 June 2018

Fixed interest rate
Interest rate Floatinginterest rate Less than 1year 1 - 5 years More than 5years Total
(%p.a.) $m $m $m $m $m
30 June 2018
Financial assets
Cash and cash equivalents 1.1% 3.7 - - - 3.7
Financial liabilities
Interest bearing liabilities
Denominated in AUD - floating 4.0% (217.0) - - - (217.0)
Denominated in AUD - fixed (MTN) 3.8% - - (225.0) (175.0) (400.0)
Denominated in AUD - fixed (USPP) 6.0% - - - (50.0) (50.0)
Denominated in USD - fixed (USPP) 4.2% - - - (202.6) (202.6)
Total financial liabilities (217.0) - (225.0) (427.6) (869.6)
Total net financial liabilities (213.3) - (225.0) (427.6) (865.9)

The Retail Trust's exposure to interest rate risk and the effective interest rates on financial assets and liabilities at reporting date are in the table below.

Interest rate interest rate Less than 1 1 - 5 years More than 5years Total
(%p.a.) $m $m $m $m $m
2.5
(217.0)
(400.0)
(50.0)
(202.6)
(869.6)
(214.5) - (427.6) (867.1)
1.1%4.0%3.8%6.0%4.2% Floating2.5(217.0)---(217.0) year------ Retail Trust---- Fixed interest rate--(225.0)(175.0)(50.0)(202.6)(225.0)(427.6)(225.0)

The maturity profile and the weighted average interest rate of the fixed and floating derivatives (notional principal) held at reporting date by both the Group and the Retail Trust can be summarised in the table below.

As at 30 June 2018 June 2019$m June 2020$m June 2021$m June 2022$m June 2023$m June 2024$m
Denominated in AU$
Interest rate swaps (fixed) 275.0 275.0 100.0 50.0 50.0 -
Average fixed rate 1.9% 1.9% 1.8% 1.8% 1.8% -
Interest rate swaps (floating) 50.0 50.0 50.0 50.0 50.0 50.0

The Group's exposure to interest rate risk and the effective interest rates on financial assets and liabilities at 30 June 2017 are in the following table.

For the year ended 30 June 2018

SCA Property Group
Floating Fixed interest rate
Interest rate interest rate Less than 1year 1 - 5 years More than 5years Total
(%p.a.) $m $m $m $m $m
30 June 2017
Financial assets
Cash and cash equivalents 1.3% 3.6 - - - 3.6
Financial liabilities
Interest bearing liabilities
Denominated in AUD - floating 3.7% (174.0) - - - (174.0)
Denominated in AUD - fixed (MTN) 3.8% - - (225.0) (175.0) (400.0)
Denominated in AUD - fixed (USPP) 6.0% - - - (50.0) (50.0)
Denominated in USD - fixed (USPP) 4.2% - - - (195.4) (195.4)
Total financial liabilities (174.0) - (225.0) (420.4) (819.4)
Total net financial liabilities (170.4) - (225.0) (420.4) (815.8)

The Retail Trust's exposure to interest rate risk and the effective interest rates on financial assets and liabilities at 30 June 2017 are in the table below.

Retail Trust
Floating Fixed interest rate
Interest rate interest rate Less than 1year 1 - 5 years More than 5years Total
(%p.a.) $m $m $m $m $m
30 June 2017
Financial assets
Cash and cash equivalents 1.3% 2.0 - - - 2.0
Financial liabilities
Interest bearing liabilities
Denominated in AUD - floating 3.7% (174.0) - - - (174.0)
Denominated in AUD - fixed 3.8% - - (225.0) (175.0) (400.0)
Denominated in AUD - fixed (USPP) 6.0% - - - (50.0) (50.0)
Denominated in USD - fixed (USPP) 4.2% - - - (195.4) (195.4)
Total financial liabilities (174.0) - (225.0) (420.4) (819.4)
Total net financial liabilities (172.0) - (225.0) (420.4) (817.4)

The maturity profile and the weighted average interest rate of the fixed derivatives (notional principal) held at 30 June 2017 by both the Group and the Retail Trust can be summarised below.

As at 30 June 2017 June 2018$m June 2019$m June 2020$m June 2021$m June 2022$m June 2023$m
Denominated in AU$
Interest rate swaps (fixed) 275.0 275.0 275.0 100.0 50.0 50.0
Average fixed rate 1.9% 1.9% 1.9% 1.8% 1.8% 1.8%
Interest rate swaps (floating) 50.0 50.0 50.0 50.0 50.0 50.0

Sensitivity analysis – interest rate risk

The following sensitivity analysis shows the effect on profit/(loss) after tax and equity if market interest rates at balance sheet date had been 100 basis points higher/lower with all other variables held constant. Profit/(loss) after tax excludes discontinued operation.

Profit/loss after tax1 Equity
100bp higher 100bp lower 100bp higher 100bp lower
$m $m $m $m
30 June 2018
SCA Property Group & Retail Trust
Effect of market interest rate movement (38.2) 38.5 (38.2) 38.5
30 June 2017
SCA Property Group & Retail Trust
Effect of market interest rate movement (16.7) 16.8 (16.7) 16.8

1 The aim of the Group's interest rate hedging strategy is to reduce the impact on Funds from Operations (cash) of movements in interest rates. Changes in interest rates include changes to the non-cash mark-to-market valuations of the swaps which flow through the Group's IFRS profit and loss but which are excluded from Funds from Operations.

(c) Accounting classifications and fair values

The fair value of interest rate derivatives is determined using a generally accepted pricing model based on discounted cash flow analysis using assumptions supported by observing market rates.

Except as disclosed below, The Directors consider that the carrying amounts of other financial assets and financial liabilities, which are recognised at amortised cost in the Consolidated Financial Statements, approximates their fair values other than the US notes and the A$ medium term notes. The amortised cost of the US notes, converted to AUD for the USD denominated notes at the prevailing foreign exchange rate at 30 June 2018 (which was AUD 1.00 = USD 0.7403 (30 June 2017: 0.7678), is $252.6 million (30 June 2017: $245.4 million) (refer note 12). The amortised cost of the A$ medium term notes, is $400.0 million (30 June 2017: $400.0 million). The fair value of the US notes and A$ medium term notes can be different to the carrying value. The fair value, additionally, takes into account movements in the underlying base interest rates and credit spreads for similar financial instruments including extrapolated yield curves over the tenor of the notes. On this basis the estimated fair value of the US notes and the A$ medium term notes is $257.4 million and $400.3 million (30 June 2017: $257.1 million and $398.4 million respectively). Additionally in June 2018 the Group agreed terms with US private investors to issue unsecured US notes with an aggregate face value of US$150.0 million (equivalent in total to A$197.3 million). The funds from these notes will become available in September 2018. These notes were not drawn at 30 June 2018 and have been excluded from the estimated numbers above.

Fair value hierarchy

The table below analyses financial instruments carried at fair value by valuation method. The different levels have been defined as follows:

  • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between levels during the year.

For the year ended 30 June 2018

SCA Property Group & Retail Trust
Level 1 Level 2 Level 3 Total
$m $m $m $m
30 June 2018
Financial assets carried at fair value
Investment - available for sale 83.4 - - 83.4
Interest rate swaps - 9.3 - 9.3
Cross currency interest rate swaps - 53.0 - 53.0
83.4 62.3 - 145.7
Financial liabilities carried at fair value
Cross currency interest rate swaps - 6.4 - 6.4
30 Jun 2017
Financial assets carried at fair value
Investment - available for sale 81.0 - - 81.0
Interest rate swaps - 10.2 - 10.2
Cross currency interest rate swaps - 46.6 - 46.6
81.0 56.8 - 137.8
Financial liabilities carried at fair value
Interest rate swaps - 0.1 - 0.1

For financial instruments not quoted in active markets, the Group uses valuation techniques such as present value, comparison to similar instruments for which market observable prices exist and other relevant models used by market participants. These valuation techniques use both observable and unobservable market inputs.

Interest rate derivatives are financial instruments that use valuation techniques with only observable market inputs and are included in Level 2 above.

The Group's only level 3 financial instrument is the option described in note 18. This option is classified as a derivative valued at fair value through profit or loss. No revaluations occurred since initial recognition of this option. The fair value of the option adopted included consideration of a number of unobservable inputs. Revaluations in future periods will also involve a fair value method based on unobservable inputs. Unobservable inputs are categorised as level 3 in the fair value hierarchy.

26. Other assets

Other assets recognised of $1.3 million at 30 June 2018 (30 June 2017: $1.5 million) include predominantly property related prepayments.

27. Investment in associates

The Group and Retail Trust's investment in associates comprises of:

  • SURF 1: 7,959,000 units in SCA Unlisted Retail Fund 1 (SURF 1) at $1.00 each acquired on 1 October 2015. The total units on issue of SURF 1 are 32,600,000; and
  • SURF 2: 8,447,000 units in the SCA Unlisted Retail Fund 2 (SURF 2) at $1.00 each acquired on 2 June 2017. The total units on issue of SURF 2 are 29,500,000.

SURF 1 and 2 are unlisted closed end property funds. The Group recognises its 24.4% interest in SURF 1 and its 28.6% in SURF 2 as investment in associates using the equity method of accounting.

SCA Property Group & Retail Trust
30 Jun 2018 30 Jun 2017
$m $m
Movement in investment in associates
Opening balance 17.2 8.1
Additions to equity accounted investment - 8.5
Share of profits after income tax 2.1 1.3
Distributions received or receivable (1.3) (0.7)
Closing balance 18.0 17.2

In May 2018 the Group launched its third unlisted retail fund - SCA Unlisted Retail Fund 3 (SURF 3). SURF 3 commenced operations on 10 July 2018 and owns four properties at Moama Marketplace (NSW), Swansea Woolworths (NSW), Warrnambool Target (VIC) and Woodford Woolworths (QLD). Refer also note 5. The Group has an interest of 26.2% in SURF 3.

28. Auditors' remuneration

SCA Property Group & Retail Trust
30 Jun 2018$'000 30 Jun 2017$'000
Audit of the financial statements 294.5 286.0
294.5 286.0

The auditor of the Group is Deloitte Touche Tohmatsu. The auditor's remuneration includes audit of the Financial Reports, subsidiary Financial Reports, the Group's AFSL and the Group's Compliance Plans. There were no non-audit services.

29. Investment – available for sale

Investment – available for sale relates to the Groups 4.9% interest in Charter Hall Retail Trust (CHRT) (ASX: CQR). This interest equates to 19.9 million units. The cost of this interest (including transaction costs) was $83.8 million. As at 30 June 2018 this interest is valued at $83.4 million (based on the ASX closing share price of CHRT on the last trading day in June 2018 of $4.19). The difference between the valuation at 30 June 2017 of $81.0 million and the valuation at 30 June 2018 of $83.4 million is $2.4 million which is recorded in the Available for sale reserve (refer note 14).

The Investment – available for sale is classified as a level 1 fair value measurement financial asset being derived from inputs based on quoted prices that are observable. Refer also to the fair value hierarchy at note 25(c).

Additionally during the year ended 30 June 2018 the Group has received a distribution of $2.8 million in February 2018 and the Group is entitled to a further distribution on its investment of 14.2 cents per unit or $2.8 million in respect of the period ended 30 June 2018. This distribution was declared by the Responsible Entity of CHRT on 14 June 2018. These distributions totalling $5.6 million are included in the Group's and Retail Trust's Consolidated Statements of Profit and Loss as Distribution income.

30. Subsequent events

In May 2018 the Group launched its third unlisted retail fund - SCA Unlisted Retail Fund 3 (SURF 3). SURF 3 commenced operations on 10 July 2018 and purchased four properties from the Group being Moama Marketplace (NSW), Swansea Woolworths (NSW), Warrnambool Target (VIC) and Woodford Woolworths (QLD). The income from these properties is heavily weighted towards the anchors with relatively few specialty stores and are regarded by the Group as non-core. The sale price for these properties was $57.9 million, and the Group has retained an equity interest of 26.2% in SURF 3.

In June 2016 the Group acquired a neighbourhood centre known as Bushland Beach Plaza (Queensland) and entered into a development management agreement to develop an expanded neighbourhood shopping centre anchored by a Coles supermarket. This development was completed in July 2018.

On 2 August 2018 the Group acquired Sturt Mall, a Coles/ Kmart anchored centre (Wagga Wagga NSW) for $73.0 million (plus acquisition costs including stamp duty).

Since the end of the period, the Directors of the Responsibility Entity are not aware of any other matter or circumstance not otherwise dealt with in this report or the consolidated financial statements that has significantly affected or may significantly affect the operations of the Group, the results of those operations or the state of affairs of the Group in future financial periods.

* * *

Shopping Centres Australasia Property Group Directors Declaration

For the year ended 30 June 2018

In the opinion of the Directors of Shopping Centres Australasia Property Group RE Limited, the Responsible Entity of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust (the "Retail Trust"):

  • (a) The Financial Statements and Notes, of Shopping Centres Australasia Property Management Trust and its controlled entities, including Shopping Centres Australasia Property Retail Trust and its controlled entities, (the "Group"), set out on pages 13 to 50 are in accordance with the Corporations Act 2001, including:
    • (i) giving a true and fair view of the Group's and the Retail Trust's financial position as at 30 June 2018 and of their performance, for the year ended 30 June 2018; and
    • (ii) complying with Australian Accounting Standards (including Australian Accounting Interpretations) and the Corporations Regulations 2001;
  • (b) there are reasonable grounds to believe that both the Group and the Retail Trust will be able to pay their debts as and when they become due and payable.

Note 2 confirms that the Financial Statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The Directors have been given the declaration required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the period ended 30 June 2018.

Signed in accordance with a resolution of the Directors.

Chair Sydney 6 August 2018

Deloitte Touche Tohmatsu A.B.N. 74 490 121 060

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Grosvenor Place Sydney NSW 1220 Australia

DX 10307SSE Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

Independent Auditor's Report to the Stapled Security Holders of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of:

  • Shopping Centres Australasia Property Management Trust ("SCA Property Management Trust") and its controlled entities ("SCA Property Group") which comprises the consolidated balance sheet as at 30 June 2018, the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the consolidated statement of cash flows, the consolidated statement of changes in equity for the year then ended and notes to the financial statements, including a summary of significant accounting policies and the directors' declaration; and
  • Shopping Centres Australasia Property Retail Trust and its controlled entities ("SCA Property Retail Trust") comprising the consolidated balance sheet as at 30 June 2018, the consolidated statement of profit or loss, the consolidated statement of other comprehensive income, the consolidated statement of cash flows, the consolidated statement of changes in equity for the year then ended and notes to the financial statements including a summary of significant accounting policies and the directors' declaration.

In our opinion, the accompanying financial report of SCA Property Group and SCA Property Retail Trust is in accordance with the Corporations Act 2001, including:

  • (i) giving a true and fair view of SCA Property Group's and SCA Property Retail Trust's financial positions as at 30 June 2018 and of their financial performance for the year then ended; and
  • (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of SCA Property Group and SCA Property Retail Trust in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of Shopping Centres Australasia Property Group RE Limited (the "Responsible Entity"), would be in the same terms if given to the directors as at the time of this auditor's report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report for the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter How the scope of our audit responded to the Key Audit Matter

Investment property valuation Our procedures included, but were not limited to:
As at 30 June 2018, SCA Property Grouprecognised investment properties valued at$2,453.8m as disclosed in Note 10. Assessingby the directors; management'sproperty valuations and the oversight applied process over

The fair value of investment property is calculated in accordance with the valuation policy set out in Note 2 (k) and Note 10 which outline two valuation methodologies used by SCA Property Group.

The valuation process requires significant judgment in the following areas:

  • forecast cash flows,
  • capitalisation rates, and
  • discount rates.

The capitalisation of net income method applies a capitalisation rate to normalised market net operating income. The discounted cash flow method uses a ten year cash flow forecast and terminal value calculation discounted to present value. In addition, internal and external valuers apply professional judgement concerning market conditions and factors impacting individual properties.

  • Assessing the independence, competence and
  • objectivity of the internal and external valuers;
  • Performing an overall analytical review and risk assessment of the portfolio, analysing the key inputs and assumptions;
  • Assessing the assumptions used in the portfolio, with particular focus on the capitalisation rate and discount rate with reference to external market trends and transactions and challenging those assumptions where appropriate;
  • Holding discussions with management (and the external valuers as needed) to obtain an understanding of portfolio movements and their identification of any additional property specific matters; and
  • Testing on a sample basis of externally and internally valued properties, the following;
    • o the integrity of the information in the valuation by agreeing key inputs such as net operating income to underlying records and source evidence;
    • o the forecasts used in the valuations with reference to current financial results such as revenues and expenses, capital expenditure requirements, vacancy rates and lease renewals; and
    • o The mathematical accuracy of the models.
  • We also assessed the appropriateness of the disclosures included in Note 10 to the financial statements.

Other Information

The directors of the Responsible Entity ("the Directors") are responsible for the other information. The other information comprises the Directors' Report, which we obtained prior to the date of this auditor's report. The other information also includes the other documents which will be included in the Annual Report (but does not include the financial report, the remuneration report and our audit reports thereon).

Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

When we read the other information in the Annual Report which we have not yet received, if we conclude that there is a material misstatement therein, we are required to communicate the matter to the directors and use our professional judgement to determine the appropriate action.

Responsibilities of the Directors for the Financial Report

The directors are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing SCA Property Group's and SCA Property Retail Trust's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate SCA Property Group and/or SCA Property Retail Trust or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

As part of an audit in accordance with the Australian Auditing Standards, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of SCA Property Group's and/or SCA Property Retail Trust's internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of the directors' use of the going concern bases of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on SCA Property Group's and/or SCA Property Retail Trust's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial report or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause SCA Property Group and/or SCA Property Retail Trust to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial report, including the disclosures, and whether the financial report represents the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the financial report of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

DELOITTE TOUCHE TOHMATSU

Andrew J Coleman Partner Chartered Accountants Sydney, 6 August 2018