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REGION GROUP Interim / Quarterly Report 2017

Feb 6, 2017

65695_rns_2017-02-06_93fec979-5130-4ae9-a06a-8955d2bfef44.pdf

Interim / Quarterly Report

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APPENDIX 4D

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Half Year Report

For the period ended 31 December 2016

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

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

6 months to31 Dec 2016$m 6 months to31 Dec 2015$m Variance
Revenue from continuing and ordinaryactivities 108.0 89.9 20.1%
Revenue from discontinued activities 2.9 9.3 (68.8%)
Net profit from ordinary and continuingactivities after tax attributable tomembers 206.0 71.0 190.1%
Net profit after tax for the periodattributable to members from continuingand discontinued activities 204.7 90.8 125.4%
Funds from Operations (FFO)1 53.5 48.8 9.6%
6 months to31 Dec 2016 6 months to31 Dec 2015 Variance
Earnings and Distribution persecurity Cents per security Cents persecurity
Basic earnings per security 27.9 12.5 123.2%
Weighted average FFO per security1 7.3 6.7 8.2%
Interim distribution (cents per security) 6.4 6.0 6.7%
Record Date for determining entitlementto distribution 30 Dec 2016 31 Dec 2015 na
Date on which distribution was paid 30 Jan 2017 29 Jan 2016 na
Amount per security of interimdistribution franked (cents) 0.0 0.0 No change

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.

Net Tangible Assets

31 Dec 2016$ 31 Dec 2015$ Variance
Net tangible asset per security 2.12 1.85 14.6%

Details of entities over which control has been gained or lost during the period: None.

Details of any associates and Joint Venture entities required to be disclosed: N/A.

Accounting standards used by foreign entities

International Financial Reporting Standards.

Audit

The accounts have been subject to a review report with an unqualified review report conclusion opinion. Refer attached Interim 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 was activated for the distribution in respect of the half year ended 31 December 2016. The cut-off for electing to participate or change an existing election to particate in the DRP was 5.00pm on 3 January 2017.

In accordance with the DRP Rules, the issue price is 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. On this basis the issue price of the DRP applying to the distribution in respect of the half year ended 31 December 2016 was $2.18.

Other significant information and commentary on results

See attached ASX announcement and materials referred to below.

For all other information required by Appendix 4D, please refer to the following attached documents:

  • Directors' report
  • Interim Financial Report
  • Results presentation

Mark Lamb Company Secretary 6 February 2017

Shopping Centres Australasia Property Group

Interim Financial Report for the half year ended 31 December 2016

Shopping Centres Australasia Property Group comprises two real estate investment trusts being Shopping Centres Australasia Property Management Trust (ARSN 160 612 626) and Shopping Centres Australasia Property Retail Trust (ARSN 160 612 788). The Responsible Entity of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust is Shopping Centres Australasia Property Group RE Limited (ABN 47 158 809 851; AFSL 426603) (Responsible Entity). The Responsible Entity is incorporated and domiciled in Australia. The registered office of the Responsible Entity is Level 5, 50 Pitt Street, Sydney, New South Wales.

Directors' Report

Shopping Centres Australasia Property Group (SCA Property Group (SCP) or the Group) comprises two registered Managed Investment Schemes, being 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 units in the Trusts are stapled.

The Responsible Entity of the Trusts is Shopping Centres Australasia Property Group RE Limited, which now presents its report together with the Trusts' Interim Financial Reports for the half year ended 31 December 2016 (the half year or period) and the auditor's report thereon.

The Trusts' Interim Financial Report for the half year ended 31 December 2016 includes, where required, comparatives for 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 the Interim Consolidated Financial Reports.

The Directors' report is a combined Directors' report that covers both the Trusts. The financial information for the Group is taken from the Interim Consolidated Financial Statements and notes.

1. Directors

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

Mr Philip Marcus Clark AM Non-Executive Director and Chairman Dr Kirstin Ferguson Non-Executive Director Mr James Hodgkinson Non-Executive Director Dr Ian Pollard Non-Executive Director Mr Philip Redmond Non-Executive Director Ms Belinda Robson Non-Executive Director Mr Anthony Mellowes Executive Director and CEO Mr Mark Fleming Executive Director and CFO

The Company Secretary at any time during the half year and up to the date of this report is Mark Lamb.

2. Principal activities

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

3. Property portfolio

The investment portfolio as at 31 December 2016 consisted of 74 shopping centres in Australia (30 June 2016: 69 shopping centres in Australia and 14 in New Zealand). All 14 shopping centres in New Zealand were sold during the period.

The investment portfolio consists of sub-regional, neighbourhood and freestanding 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 portfolio comprises modern retail assets, therefore capital expenditure, excluding tenant incentives, on the portfolio is expected to be relatively low over the medium term.

Additionally the Group has a funds management business comprising the management of SCA Unlisted Fund No 1 (SURF 1). As a result the Group manages 5 properties for SURF 1 valued at $64.8 million at 31 December 2016. The Group has a 24.4% interest in SURF 1.

Acquisitions - Investment properties

During the half year the Group completed 5 property acquisitions for $144.3 million. Details of these properties include:

Property Type State Settlement Date Cost 1$'m Value at 31 Dec 2016$'m
Muswellbrook Fair Neighbourhood NSW Jul-16 29.3 29.3
Jimboomba Junction Neighbourhood QLD Jul-16 27.5 27.5
Belmont Central Neighbourhood NSW Jul-16 28.5 28.5
Lillybrook Shopping Village Neighbourhood QLD Oct-16 25.5 25.5
Annandale Central Neighbourhood QLD Dec-16 33.5 33.5
144.3 144.3
  1. Cost excludes transaction costs

Acquisition – 4.9% interest in Charter Hall Retail Trust (ASX: CQR)

During the half year the Group also acquired 19.9 million units (which is equivalent to a 4.9% interest) in CQR for $83.8 million. This interest is valued at $84.2 million as at 31 December 2016 (based on the ASX closing share price of CQR on the last trading day in December 2016). Additionally the Group is entitled to a distribution on its investment of 14.1 cents per unit or $2.8 million, which has been recognised as income in the period. At 31 December 2016 for financial reporting purposes this investment is treated in the balance sheet as an Investment – available for sale.

Disposals - Investment properties – New Zealand

On 10 June 2016 the Group announced it entered into a sale contract with Stride Property Group (NZX: STR) for the sale of SCP's New Zealand properties. Settlement of this transaction occurred in two tranches. Tranche 1 settled on 12 July 2016 and comprised 6 properties for NZ$128.2 million. Tranche 2 comprised the remaining 8 properties for NZ$139.2 million and settled on 28 September 2016. The sale is consistent with the Group's strategy of divesting freestanding properties, as 9 of the 14 New Zealand centres were freestanding.

Revaluations

During the half year ended 31 December 2016 independent valuations were completed for 17 investment properties. All of the remaining investment properties were internally valued. The weighted average capitalisation rate of the Australian portfolio as at 31 December 2016 was 6.62% (30 June 2016: 7.13%).

The total value of Australian investment properties as at 31 December 2016 was $2,201.4 million (30 June 2016: $1,888.0 million). The change in value during the half year of the Australian investment properties was due principally to:

  • The acquisition of $144.3 million of properties as set out above at Acquisitions - Investment properties; and
  • Firming of the Australian portfolio average weighted capitalisation rate by 51bps to 6.62% (30 June 2016: 7.13%) which resulted in a $150.6 million unrealised fair value gain.

4. Operating and financial review

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

SCA Property Group Retail Trust
31 Dec 2016 31 Dec 2015 31 Dec 2016 31 Dec 2015
Net profit after tax ($m) including discontinued operation 204.7 90.8 204.7 90.1
Funds from Operations ($m) 53.5 48.8 53.5 48.1
Distributions payable to unitholders ($m) 47.0 43.5 47.0 43.5
Basic earnings per unit for net profit after tax including discontinued operation(cents per unit) 27.9 12.5 27.9 12.4
Diluted earnings per unit for net profit after tax including discontinued operation(cents per unit) 27.8 12.5 27.8 12.4
Weighted Ave Funds from Operations (cents per unit) 7.3 6.7 7.3 6.6
Distributions (cents per unit) 6.4 6.0 6.4 6.0
Net tangible assets ($ per unit) 2.12 1.85 2.11 1.84

Measurement of results

The Group reports net profit after tax (statutory) attributable to unitholders 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 earnings of the Group. Regard is also given to Adjusted Funds from Operations (AFFO).

For the half year ended 31 December 2016 adjustments to determine FFO have included:

  • Realised foreign exchange gain As discussed above at Disposals - Investment properties – New Zealand, the properties previously owned by the Group in New Zealand were sold and settled during the period. Prior to this time exchange differences arising on translation of the Group's interest in the New Zealand properties were taken directly to the foreign currency translation reserve. As a result of the sale and settlement, the foreign currency translation reserve gain of $17.0 million has been recognised in profit but excluded from FFO and AFFO.
  • Whitsunday (insurance) In March 2016 the Whitsunday shopping centre was partially destroyed by fire. To date $11.1 million has been recovered from the insurers of which $6.1 million was received during the period ended 31 December 2016. Of this amount $0.6 million represents loss of income for the period to 31 December 2016. For financial reporting purposes the receipt of the $6.1 million is treated as part of profit. The amount of $0.6 million which is that part which relates to the loss of income for the period to 31 December 2016 has been included in FFO and AFFO.
  • Debt restructure costs The proceeds from the settlement of the sale of the New Zealand properties in July 2016 and September 2016 were used to reduce New Zealand $ denominated debt to nil, with the remainder used to reduce Australian $ denominated debt. As a consequence $3.0 million was incurred to terminate certain A$ fixed interest rate swaps. This amount has been excluded from FFO and AFFO.

The table below provides a reconciliation from the net profit after tax to FFO and AFFO.

SCA Property Group Retail Trust
31 Dec 2016 31 Dec 2015 31 Dec 2016 31 Dec 2015
$m $m $m $m
Net profit after tax (statutory) including discontinuedoperation 204.7 90.8 204.7 90.1
Adjustments for non cash items included in statutory profitReverse: Straight-lining of rental income and amortisation ofincentives (0.1) (1.0) (0.1) (1.0)
Reverse: Fair value unrealised adjustments- Investment properties- Derivatives- Share of net profit from associate (SURF 1)- Foreign exchange (150.6)13.3(0.7)6.1 (38.0)(14.4)(0.2)11.4 (150.6)13.3(0.7)6.1 (38.0)(14.4)(0.2)11.4
Other adjustmentsReverse: Realised foreign exchange gainWhitsunday Insurance funds (17.0) - (17.0) -
- Reverse amount received included in statutory profit- Add: insurance for loss of incomeAdd: Distribution received / receivable from associate (SURF 1) (6.1)0.60.3 --0.2 (6.1)0.60.3 --0.2
Reverse: Debt restructure costsFunds from operations 3.053.5 -48.8 3.053.5 -48.1
Less: Maintenance capital expenditureLess: Capital leasing incentives and leasing costs (1.7)(2.8) (0.9)(2.1) (1.7)(2.8) (0.9)(2.1)
Adjusted funds from operations 49.0 45.8 49.0 45.1

Group FFO for the half year to 31 December 2016 increased to $53.5 million (31 December 2015: $48.8 million) primarily due to additional property income from acquisitions, growth in comparable net operating income and a lower weighted average cost of debt. Group AFFO for the same period increased to $49.0 million (31 December 2015 45.8 million) primarily due to increased FFO partially offset by slightly higher maintenance and leasing costs.

5. Contributed equity

Distribution Reinvestment Plan (DRP): The Group has a DRP under which unitholders may elect to have their distribution entitlements satisfied by the issue of new units at the time of the payment of the distribution rather than being paid in cash.

The distribution declared in December 2016 and paid in January 2017 resulted in $18.8 million being raised by the DRP by the issue of 8.6 million units in January 2017 (this was partially underwritten). The DRP was suspended for the distribution declared in June 2016 and paid in August 2016.

Additionally during the period 745,204 units were issued in respect of executive incentive plans and staff security plans.

6. Significant changes and developments during the half year

Investment properties – acquisitions

During the half year ended 31 December 2016 SCP completed 5 acquisitions. Details of these are above under the Property portfolio section.

Investment properties - disposals

New Zealand – Refer to Disposals – Investment properties - New Zealand above for information about the New Zealand portfolio divestment.

Investment properties – other

Masters - On 24 August 2016 Woolworths Limited (ASX: WOW) (Woolworths) announced that it had agreed terms to facilitate its exit from Home Improvement (Masters) and that Masters would cease trading at all stores on or before 11 December 2016. The Group only lease to a Masters was in its subregional centre at Mt Gambier (South Australia).

The Group has signed an Agreement for Lease with Bunnings to occupy the former Masters premises at Mount Gambier for an initial term of 12 years at a commencing annual net rental of $0.3 million less than Masters. Additionally the Group has also entered into separate agreements with Home Consortium and with Woolworths Limited which provides for a rental top up for the shortfall in base rent until expiry of the original Masters lease in 2035 or sale of the centre by the Group (whichever occurs first), irrespective of whether Bunnings exercises its options to renew.

Development consent has been obtained and the premises are currently being converted to a Bunnings store. The Masters lease will be terminated on the date of commencement of the new Bunnings lease.

Whitsunday – In March 2016 the Whitsunday shopping centre was partially destroyed by fire. To date $11.1 million has been recovered from the insurers of which $6.1 million was received in the current period. It is possible a final smaller amount will be received in calendar year 2017.

Acquisition – 4.9% interest in Charter Hall Retail Trust (ASX: CQR)

During the half year the Group acquired 19.9 million units (which is equivalent to a 4.9% interest) in CQR for $83.8 million (including transaction costs). Refer above under the heading Acquisition – 4.9% interest in Charter Hall Retail Trust (ASX: CQR) for additional details.

Capital Management

A$ medium term notes (A$MTN) – In April 2015 the Group issued AUD denominated unsecured medium term notes with aggregate face value of $175.0 million (A$ MTN). These notes are fixed rate notes with a coupon of 3.75% and expire in April 2021. During July 2016 the Group issued another tranche of medium term notes with an aggregate face value of $50.0 million for consideration of $50.6 million (including a premium of $0.6 million). These notes were issued under the same terms as the original notes (with a coupon of 3.75% and expiry of April 2021); the issue price was at a premium such that the effective interest rate of this $50.0 million tranche is 3.50%.

Swap termination costs – The proceeds from the settlement of the sale of the New Zealand properties in July 2016 and September 2016 were used to repay New Zealand $ denominated debt with the remainder converted to Australian $ and repatriated to Australia where it was initially used to reduce Australian $ denominated debt. As a consequence $3.0 million was incurred to terminate certain Australian $ fixed interest rate swaps.

7. 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.

8. Indemnification and Insurance of Directors, Officers and Auditor

The Group has 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.

9. Subsequent events

Since the end of the period, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in this report or the interim 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.

10. 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.

11. 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 the following page.

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

Chairman Sydney 6 February 2017

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

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

6 February 2017

Dear Board Members

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 in its capacity as Responsible Entity for Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust.

As lead audit partner for the review of the interim financial report of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust for the half year ended 31 December 2016, 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 review; and
  • (ii) any applicable code of professional conduct in relation to the review.

Yours faithfully,

DELOITTE TOUCHE TOHMATSU

AG Collinson Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu.

Shopping Centres Australasia Property Group Consolidated Statements of Profit or Loss

For the half year ended 31 December 2016

SCA Property Group Retail Trust
Notes 31 Dec 2016 31 Dec 2015 31 Dec 2016 31 Dec 2015
$m $m $m $m
Revenue
Rental income 98.9 88.9 98.9 88.9
Funds management revenue 0.2 1.0 - -
Insurance income 6.1 - 6.1 -
Distribution income 12 2.8 - 2.8 -
108.0 89.9 107.8 88.9
Expenses
Property expenses (30.1) (28.0) (30.1) (28.0)
Corporate costs (5.9) (5.0) (5.9) (5.0)
72.0 56.9 71.8 55.9
Unrealised gain/(loss) including change in fairvalue through profit or loss
- Investment properties 150.6 21.8 150.6 21.8
- Derivatives (13.3) 14.6 (13.3) 14.6
- Foreign exchange (6.1) (11.4) (6.1) (11.4)
- Share of net profit from associate 0.7 0.2 0.7 0.2
Realised Gain - Foreign exchange 17.0 - 17.0 -
Earnings before interest and tax (EBIT) 220.9 82.1 220.7 81.1
Interest income 0.2 0.1 0.2 0.1
Finance costs 13 (14.9) (10.9) (14.9) (10.9)
Net profit before tax 206.2 71.3 206.0 70.3
Tax (0.2) (0.3) - -
Net profit after tax from continuing operations 206.0 71.0 206.0 70.3
Discontinued operation
Net (loss)/profit after tax from discontinuedoperation 11 (1.3) 19.8 (1.3) 19.8
Net profit after tax 204.7 90.8 204.7 90.1
Net profit after tax attributable to unitholders of:
SCA Property Management Trust - 0.7
SCA Property Retail Trust (non-controllinginterest) 204.7 90.1
204.7 90.8

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

Shopping Centres Australasia Property Group Consolidated Statements of Profit or Loss

For the half year ended 31 December 2016

SCA Property Group Retail Trust
Notes 31 Dec 2016 31 Dec 2015 31 Dec 2016 31 Dec 2015
Cents Cents Cents Cents
Distributions per stapled unit
Distributions per stapled unit 3 6.4 6.0 6.4 6.0
Basic earnings per stapled unit 27.9 12.5 27.9 12.4
Diluted earnings per stapled unit 27.8 12.5 27.8 12.4
Basic earnings per stapled unit of each Trust
SCA Property Management Trust - 0.1
SCA Property Retail Trust 27.9 12.4
Diluted earnings per stapled unit of each Trust
SCA Property Management Trust - 0.1
SCA Property Retail Trust 27.8 12.4

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

Shopping Centres Australasia Property Group Consolidated Statements of Comprehensive Income

For the half year ended 31 December 2016

Retail Trust
Notes 31 Dec 2016 31 Dec 2015 31 Dec 2016 31 Dec 2015
$m $m $m $m
204.7 90.8 204.7 90.1
1.7 8.0 1.7 8.0
(17.0) - (17.0) -
0.4 - 0.4 -
189.8 98.8 189.8 98.1
- 0.7
189.8 98.1
189.8 98.8
SCA Property Group

The above Consolidated Statements of Comprehensive Income should be read in conjunction with the accompanying notes.

Shopping Centres Australasia Property Group Consolidated Balance Sheets

As at 31 December 2016

SCA Property Group Retail Trust
Notes 31 Dec 2016 30 Jun 2016 31 Dec 2016 30 Jun 2016
$m $m $m $m
Current assets
Cash and cash equivalents 5.8 3.8 4.3 2.4
Receivables 19.1 13.3 19.3 13.2
Derivative financial instruments 8 0.5 3.3 0.5 3.3
Other assets 10 8.3 5.7 8.1 5.5
33.7 26.1 32.2 24.4
Assets of disposal group held for sale - 254.0 - 254.0
Total current assets 33.7 280.1 32.2 278.4
Non-current assets
Investment properties 4 2,201.4 1,888.0 2,201.4 1,888.0
Derivative financial instruments 8 67.4 82.5 67.4 82.5
Investment in associate 9 8.5 8.1 8.5 8.1
Investment - available for sale 12 84.2 - 84.2 -
Total non-current assets 2,361.5 1,978.6 2,361.5 1,978.6
Total assets 2,395.2 2,258.7 2,393.7 2,257.0
Current liabilities
Payables 31.8 23.0 38.5 29.2
Distribution payable 3 47.0 45.5 47.0 45.5
Derivative financial instruments 8 0.1 1.2 0.1 1.2
Provisions 1.7 1.5 - -
Liabilities of disposal group held for sale - 140.2 - 140.2
Total current liabilities 80.6 211.4 85.6 216.1
Non-current liabilities
Derivative financial instruments 8 - 3.5 - 3.5
Interest bearing liabilities 5 761.5 634.7 761.5 634.7
Provisions 0.3 0.2 - -
Total non-current liabilities 761.8 638.4 761.5 638.2
Total liabilities 842.4 849.8 847.1 854.3
Net assets 1,552.8 1,408.9 1,546.6 1,402.7

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

Shopping Centres Australasia Property Group Consolidated Balance Sheets

As at 31 December 2016

Notes 31 Dec 2016$m 30 Jun 2016$m
Equity
Equity Holders of Management Trust
Contributed equity 6 7.4 7.4
Accumulated profit/ (loss) (1.2) (1.2)
Parent entity interest 6.2 6.2
Equity Holders of Retail Trust
Contributed equity 6 1,216.6 1,216.6
Reserves 3.4 17.0
Accumulated profit/ (loss) 326.6 169.1
Non-controlling interest 1,546.6 1,402.7
Equity Holders of Management Trust 6.2 6.2
Equity Holders of Retail Trust 1,546.6 1,402.7
Total equity 1,552.8 1,408.9

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 half year ended 31 December 2016

SCA Property Group
Contributed equity1 Accumulated Attributable to owners Non-controlling Total
profit/(loss) of parent interests
Notes $m $m $m $m $m
Balance at 1 July 2016 7.4 (1.2)6.2 1,402.9 1,408.9
Net profit after tax - - - 204.7 204.7
Other comprehensive income for the period,net of tax - - - (14.9) (14.9)
Total comprehensive income - - - 189.8 189.8
Transactions with unitholders in their capacityas equity holders:
Employee share based payments - - - 1.1 1.1
Equity Issued - - - - -
Distributions paid and payable 3 - - - (47.0) (47.0)
- - - (45.9) (45.9)
Balance as at 31 December 2016 7.4 (1.2)6.2 1,546.8 1,552.8
Balance at 1 July 2015 7.3 - (0.1)7.2 1,271.3 1,278.5
Net profit after tax - 0.7 0.7 90.1 90.8
Other comprehensive income for the period,
net of tax - - - 8.0 8.0
Total comprehensive income - 0.7 0.7 98.1 98.8
Transactions with unitholders in their capacityas equity holders:
Employee share based payments - - - 0.3 0.3
Equity Issued - - - 6.9 6.9
Distributions paid and payable 3 - - - (43.5) (43.5)
- - - (36.3) (36.3)
Balance as at 31 December 2015 7.3 0.6 7.9 1,333.1 1,341.0
Retail Trust
Contributed equity1 Investmentrevaluationreserve ReservesForeign currencytranslation Share basedpayments Accumulatedprofit/(loss) Total
Notes $m $m $m $m $m $m
Balance at 1 July 2016 1,216.6 - 15.3 1.7 169.1 1,402.7
Net profit after tax - - - - 204.7 204.7
Other comprehensive income for theperiod, net of tax - 0.4 (15.3) - - (14.9)
Total comprehensive income - 0.4 (15.3) - 204.7 189.8
Transactions with unitholders in theircapacity as equity holders:
Employee share based payments - - - 1.1 - 1.1
Equity IssuedDistributions paid and payable 3 -- -- -- -- -(47.0) -(47.0)
- - - 1.1 (47.0) (45.9)
Balance as at 31 December 2016 1,216.6 0.4 - 2.8 326.6 1,546.6
Balance at 1 July 2015 1,192.4 - 3.8 1.1 74.0 1,271.3
Net profit after tax - - - - 90.1 90.1
Other comprehensive income for theperiod, net of tax - - 8.0 - - 8.0
Total comprehensive income - - 8.0 - 90.1 98.1
Transactions with unitholders in theircapacity as equity holders:
Employee share based payments - - - 0.3 - 0.3
Equity Issued 6.9 - - - - 6.9
Distributions paid and payable 3 -6.9 -- -- -0.3 (43.5)(43.5) (43.5)(36.3)
Balance as at 31 December 2015 1,199.3 - 11.8 1.4 120.6 1,333.1

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 half year ended 31 December 2016

SCA Property Group Retail Trust
31 Dec 2016 31 Dec 2015 31 Dec 2016 31 Dec 2015
Notes $m $m $m $m
Cash flows from operating activities
Property and other income received (inclusive ofGST) 112.4 108.2 112.2 107.2
Insurance Proceeds 6.1 - 6.1 -
Property expenses paid (inclusive of GST) (36.3) (31.3) (36.3) (31.3)
Corporate costs paid (inclusive of GST) (7.5) (7.9) (7.5) (7.1)
Interest received 0.2 0.1 0.2 0.1
Finance costs paid (15.7) (13.4) (15.7) (13.4)
Taxes paid including GST (6.9) (6.5) (7.2) (5.8)
Net cash flow from operating activities 52.2 49.2 51.8 49.7
Cash flows from investing activities
Payments for investment properties purchased anddevelopments (161.9) (131.0) (161.9) (131.0)
Investment in associate - (8.0) - (8.0)
Distribution received from associate 0.3 - 0.3 -
Payments for other assets (83.8) - (83.8) -
Net proceeds from investment properties sold 255.9 60.9 255.9 60.9
Net cash flow from investing activities 10.5 (78.1) 10.5 (78.1)
Cash flow from financing activities
Proceeds from equity raising - 6.9 - 6.9
Net proceeds from borrowings 249.0 69.6 249.0 69.6
Repayment of borrowings (264.9) (5.0) (264.9) (5.0)
Distributions paid (45.5) (41.8) (45.5) (41.8)
Net cash flow from financing activities (61.4) 29.7 (61.4) 29.7
Net (decrease) / increase in cash and cashequivalents held 1.3 0.8 0.9 1.3
Cash and cash equivalents at the beginning of thehalf year 4.5 3.7 3.4 2.1
Effects of exchange rate changes on cash and cashequivalents - -
Cash and cash equivalents at the end of the halfyear 5.8 4.5 4.3 3.4

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

For the half year ended 31 December 2016

1. Corporate information

Shopping Centres Australasia Property Group (the Group or SCA Property Group) comprises of the units 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 Group's ASX code is SCP. The units in the Trusts are stapled.

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

The Interim Financial Statements of the Group comprise the consolidated Interim Financial Statements of the Management Trust and its controlled entities including the Retail Trust and its controlled entities.

The Interim Financial Statements of the Retail Trust comprise the consolidated Interim Financial Statements of the Retail Trust and its controlled entities.

The Directors of the Responsible Entity approved the Interim Financial Report on 6 February 2017.

2. Significant accounting policies

(a) Statement of compliance

The Interim Financial Report has been prepared in accordance with the requirements of the Corporations Act 2001 and AASB 134 Interim Financial Reporting. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 Interim Financial Reporting.

(b) Basis of preparation

This Interim Financial Report does not include all the notes of the type normally included in an annual financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 30 June 2016 and any public announcements made by the Group during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

Going concern

The Interim Financial Report is prepared on the going concern basis. In preparing the Interim Financial Report the Directors note that the Group and the Retail Trust are in 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 the Retail Trust to use surplus cash to repay revolving bilateral debt. The Group and the Retail Trust have sufficient funds having funds available for drawdown from the Group's bilateral debt facilities (and additional funds are also expected to become available from the regular collection of property income).

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.

Investments – available for sale

Investments - available for sale relates to financial assets which are quoted securities. They are initially measured at cost at date of acquisition, which includes 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 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. The fair values of quoted investments are based on the closing price on the last trading day of the reporting period.

For the half year ended 31 December 2016

The Group assesses at each balance date whether there is objective evidence that a financial asset or group of financial assets is impaired. In the case of equity securities classified as available for sale, a significant or prolonged decline in fair value of a security below its cost is considered in determining whether the security is impaired. If any such evidence exists for available for sale financial assets, the cumulative loss measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss is removed from equity and recognised in profit or loss.

New and amended accounting standards and interpretations

The accounting policies and methods of computation adopted in the preparation of the half year Financial Statements are consistent with those adopted and disclosed in the Group's 2016 annual financial report for the year ended 30 June 2016, except for the impact of the new and revised Accounting Standards and Interpretations described below. The accounting policies and methods of computation adopted in the preparation of the half year Financial Statements are consistent with Australian Accounting Standards and with International Financial Reporting Standards.

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 potential impact of these Standards and Interpretations has not yet been fully determined. The Group does not intend to adopt any of these announcements before their effective dates.

Standard/Interpretation Effective for annualreporting periodsbeginning on or after Expected to be initiallyapplied in the financialyear ending
AASB 2016-1 Recognition of Deferred Tax Assets for UnrealisedLosses 1 January 2017 30 June 2018
AASB 2016-2 Disclosure Initiative: Amendments to AASB 107 1 January 2017 30 June 2018
AASB 9 'Financial Instruments', and the relevant amending standards 1 January 2018 30 June 2019
AASB 15 'Revenue from Contracts with Customers', AASB 2014-5'Amendments to Australian Accounting Standards arising from AASB15', AASB 2015-8 'Amendments to Australian Accounting Standards –Effective date of AASB 15' 1 January 2018 30 June 2019
AASB 2016-5 Classification and Measurement of Share-basedPayment Transactions 1 January 2018 30 June 2019
IFRS 2 Share-based Payment – amendments clarifying how toaccount for certain types of share-based payment transactions 1 January 2018 30 June 2019
AASB 16 'Leases' 1 January 2019 30 June 2020

(c) Significant accounting estimates, judgements and assumptions

The preparation of interim financial reports 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:

For the half year ended 31 December 2016

Judgement - Selection of parent entity

In determining the parent entity of the SCA 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 SCA Property Group.

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.

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 the 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 include net passing rent, gross market rent, net market rent, average market rental growth, and terminal yield.

If there is any change in the assumptions used or economic conditions, a change in the fair value of the investment properties may occur.

Estimate - Valuation of financial instruments

The fair value of derivative assets and liabilities are based on assumptions of future events and involve significant estimates. 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
6 months to 31 December 2016
SCA Property Group & Retail TrustInterim distribution1 6.4 47.0 30 January 2017
6 months to 31 December 2015
SCA Property Group & Retail TrustInterim distribution 6.0 43.5 29 January 2016

1 The interim distribution of 6.4 cents per stapled unit was declared on 14 December 2016 and paid on 30 January 2017.

The Management Trust has not declared or paid any distributions. The Group has a Distribution Reinvestment Plan (DRP) in place which was operating for the distribution paid on 30 January 2017. Under the DRP 8.6 million units were issued on 30 January 2017 (this was partially underwritten).

4. Investment properties

The Group and the Retail Trust's ownership interest in all investment properties is 100% (30 June 2016: 100%).

SCA Property Group & Retail Trust
31 Dec 2016 30 Jun 2016
$m $m
Movement in total investment properties
Opening balance 1,888.0 1,895.4
Acquisitions and development expenditure 157.4 164.4
Disposals - -
Additions including tenant incentives, leasing fees and Straight-lining of rental income netof amortisation 5.4 9.3
Unrealised gain/ (loss) on property valuations 150.6 26.9
Discontinued Operation
- Additions including tenant incentives, leasing fees and Straight-lining of rental incomenet of amortisation on discontinued operation - 1.5
- Unrealised gain/ (loss) on property valuations of disposal group held for sale - 28.0
- Effect of foreign currency exchange differences - 15.6
- Assets classified as discontinued operation - (253.1)
Closing balance 2,201.4 1,888.0

For the half year ended 31 December 2016

Property State Property Type Book valuecap rate131 Dec 2016 Book valuediscount rate31 Dec 2016 Book value 31Dec 2016 Book value 30June 2016
% % $m $m
Investment propeties completed - Australia
Sub-Regional
Lilydale Marketplace VIC Sub-Regional 6.25 7.25 103.0 90.0
Pakenham VIC Sub-Regional 6.25 7.50 83.6 72.5
Central Highlands QLD Sub-Regional 7.00 7.50 66.0 61.7
Whitsunday QLD Sub-Regional 7.25 8.50 35.0 33.6
Mt Gambier SA Sub-Regional 7.18 8.25 69.2 63.7
Murray Bridge SA Sub-Regional 6.75 7.75 69.0 61.0
Kwinana Marketplace WA Sub-Regional 6.75 8.50 111.0 98.0
Total Sub-Regional 536.8 480.5
Neighbourhood
Berala NSW Neighbourhood 5.75 6.75 24.7 23.0
Belmont Central2 NSW Neighbourhood 7.25 8.25 28.5 -
Cabarita NSW Neighbourhood 6.25 7.00 21.4 19.5
Cardiff NSW Neighbourhood 6.25 7.00 22.8 20.0
Goonellabah NSW Neighbourhood 7.00 7.75 19.9 19.3
Greystanes NSW Neighbourhood 6.00 7.50 52.6 48.0
Griffin Plaza NSW Neighbourhood 7.00 8.00 25.6 23.5
Lane Cove NSW Neighbourhood 5.75 7.50 58.0 48.5
Leura NSW Neighbourhood 6.00 7.25 17.5 15.1
Lismore NSW Neighbourhood 6.75 7.50 34.6 31.5
Macksville NSW Neighbourhood 6.00 7.00 12.8 11.8
Merimbula NSW Neighbourhood 6.75 7.50 17.2 15.7
Mittagong Village NSW Neighbourhood 6.25 6.75 10.2 9.1
Moama Marketplace NSW Neighbourhood 7.00 7.50 13.6 11.6
Morisset NSW Neighbourhood 7.00 7.75 18.4 16.2
Muswellbrook Fair2 NSW Neighbourhood 6.75 7.75 29.3 -
Northgate NSW Neighbourhood 6.50 7.25 17.3 14.8
North Orange NSW Neighbourhood 6.50 7.25 29.5 27.0
Swansea NSW Neighbourhood 6.25 6.75 14.5 13.5
Ulladulla NSW Neighbourhood 6.50 7.25 19.7 19.0
West Dubbo NSW Neighbourhood 6.50 7.50 16.7 14.6
Albury VIC Neighbourhood 6.75 7.75 21.6 20.4
Ballarat VIC Neighbourhood 7.00 6.50 18.4 18.0
Cowes VIC Neighbourhood 7.00 7.75 18.7 17.5
Drouin VIC Neighbourhood 5.75 5.25 14.9 13.4
Epping North VIC Neighbourhood 5.75 6.50 28.5 26.0
Highett VIC Neighbourhood 5.75 6.25 27.5 25.0
Langwarrin VIC Neighbourhood 6.00 7.00 22.5 21.0
Ocean Grove VIC Neighbourhood 6.50 7.00 35.3 33.5

For the half year ended 31 December 2016

Property State Property Type Book valuecap rate131 Dec 2016 Book valuediscount rate31 Dec 2016 Book value 31Dec 2016 Book value 30June 2016
% % $m $m
Neighbourhood
Warrnambool East VIC Neighbourhood 6.50 7.50 14.6 12.5
Warrnambool Target VIC Neighbourhood 7.75 7.75 18.8 18.6
Wonthaggi VIC Neighbourhood 6.75 8.00 45.4 45.4
Wyndham Vale VIC Neighbourhood 6.00 7.00 21.7 21.0
Annandale Central2 QLD Neighbourhood 7.25 8.50 33.5 -
Ayr QLD Neighbourhood 7.00 8.25 19.3 18.0
Brookwater Village QLD Neighbourhood 6.25 7.25 34.7 32.0
Bushland Beach QLD Neighbourhood 6.75 7.50 7.6 7.1
Carrara QLD Neighbourhood 6.50 7.50 18.1 17.0
Chancellor Park Marketplace QLD Neighbourhood 6.25 6.50 42.5 38.5
Collingwood Park QLD Neighbourhood 6.50 7.75 11.2 10.5
Coorparoo QLD Neighbourhood 6.00 7.00 26.0 24.5
Gladstone QLD Neighbourhood 6.75 7.00 27.5 25.5
Greenbank QLD Neighbourhood 6.25 7.75 23.7 23.0
Jimboomba Junction2 QLD Neighbourhood 7.00 8.00 27.5 -
Lillybrook Shopping Village2 QLD Neighbourhood 6.50 7.50 25.5 -
Mackay QLD Neighbourhood 7.00 7.75 23.6 23.0
Marian Town Centre QLD Neighbourhood 7.00 8.00 32.0 32.0
Mission Beach QLD Neighbourhood 7.00 8.25 11.4 10.4
Mt Warren Park QLD Neighbourhood 6.25 7.75 15.2 14.7
The Markets QLD Neighbourhood 6.50 8.25 34.2 33.5
Woodford QLD Neighbourhood 6.50 7.25 11.8 10.8
Blakes Crossing SA Neighbourhood 7.00 7.75 21.9 20.0
Walkerville SA Neighbourhood 6.00 7.00 24.0 20.7
Busselton WA Neighbourhood 6.25 7.00 23.9 22.5
Treendale WA Neighbourhood 6.50 7.75 33.0 30.9
Burnie TAS Neighbourhood 8.00 8.00 20.0 19.5
Claremont Plaza TAS Neighbourhood 7.03 8.27 31.5 31.2
Glenorchy Central TAS Neighbourhood 7.25 8.50 25.0 23.0
Greenpoint Plaza TAS Neighbourhood 7.75 8.50 14.7 13.5
Kingston Plaza TAS Neighbourhood 6.55 8.27 26.6 23.5
Meadow Mews TAS Neighbourhood 7.00 7.50 52.0 48.0
New Town Plaza TAS Neighbourhood 7.25 7.75 34.5 30.0
Prospect Vale TAS Neighbourhood 7.25 8.75 26.8 26.4
Riverside Plaza TAS Neighbourhood 7.50 7.00 8.3 7.6
Shoreline Plaza TAS Neighbourhood 6.50 7.00 35.0 30.5
Sorell TAS Neighbourhood 6.75 8.00 24.7 22.7
Total Neighbourhood 1,619.9 1,364.5
Freestanding
Katoomba Marketplace Freestanding 6.50 6.75 44.7 43.0
Total Freestanding 44.7 43.0
Total investment properties completed Australia 2,201.4 1,888.0

1 Capitalisation rate (or cap rate) is an approximation of the ratio between the net operating income produced by an investment property and its fair value. 2 Properties acquired during the half year ended 31 December 2016.

5. Interest bearing liabilities

SCA Property Group & Retail Trust
31 Dec 2016$m 30 Jun 2016$m
Unsecured Bank Bilateral Facilities
- A$ denominated 280.0 210.0
280.0 210.0
Unsecured A$ Medium term note (A$ MTN)
- A$ denominated 225.0 175.0
Unsecured US Notes
- A$ denominated 50.0 50.0
- US$ denominated (converted to A$) 208.1 202.0
258.1 252.0
Total unsecured debt outstanding 763.1 637.0
Less: unamortised establishment fees (2.2) (2.3)
Add: unamortised premium on A$ MTN 0.6 -
Interest bearing liabilities 761.5 634.7
Add: NZ$ denominated (converted to A$) - 135.9
Total including liabilities associated with disposal group held for sale1 761.5 770.6

1 On 10 June 2016 the Group announced it entered into a sale contract with Stride Property Group (NZX: STR) for the sale of SCP's New Zealand properties. Consequently the New Zealand assets (including NZ$ cash) and liabilities (including NZ$ debt) were treated as a disposal group with the total assets and total liabilities of the disposal group shown separately to the other assets and liabilities of the Group for 30 June 2016. The proceeds from the settlement of the sale of the New Zealand properties in July 2016 and September 2016 were used to reduce New Zealand $ denominated debt to nil with the remainder used to reduce Australian $ denominated debt. Refer note 11.

Financing facilities and financing resources

Drawn debt is carried at amortised cost. The debt facilities are made up of Bilateral bank facilities, A$ medium term notes and US Notes. Details of these debt facilities are below.

Bank bilateral facilities

To reduce liquidity risk, the unsecured bilateral facilities are with four banks and are made up of seven debt facilities. The bilateral terms have been negotiated to achieve a balance between capital availability and the cost of debt including unused debt. The 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 31 December 2016 (and 30 June 2016), in addition to the bilateral debt facilities drawn above, $10.0 million of the bilateral debt facilities available was used to support a $10.0 million bank guarantee.

The bank guarantee assists with the Responsible Entity's compliance with its Australian Financial Services Licence obligations.

The financing capacity available under the bilateral facilities, including cash, is in the table below.

Shopping Centres Australasia Property Group Notes to the Consolidated Financial Statements For the half year ended 31 December 2016

SCA Property Group Retail Trust
31 Dec 2016$m 30 Jun 2016$m 31 Dec 2016$m 30 Jun 2016$m
Bilateral facilities and financing resources
Committed financing facilities available 445.0 445.0 445.0 445.0
Less: amounts drawn down
- Continuing operations (AUD) (280.0) (210.0) (280.0) (210.0)
- Discontinuing operations (NZD) - (135.9) - (135.9)
Less: amounts utilised for bank guarantee (10.0) (10.0) (10.0) (10.0)
Net Bilateral facilities available 155.0 89.1 155.0 89.1
Add: Cash and cash equivalents
- Continuing operations (AUD) 5.8 3.8 4.3 2.3
- Discontinuing operations (NZD) - 0.3 - 0.3
Financing resources available 160.8 93.2 159.3 91.7

A$ medium term notes (A$ MTN)

The Group has issued A$ MTN with a face value of $225.0 million. These notes are fixed rate notes with a coupon of 3.75% and expire in April 2021.

These notes were issued in two tranches; being: $175.0 million was issued in April 2015 and $50.0 million was issued in July 2016. The second issue of notes was issued with an aggregate face value of $50.0 million for consideration of $50.6 million (including a premium of $0.6 million) and were otherwise under the same terms as the original notes (with a coupon of 3.75% and expiry of April 2021). The premium is non refundable and is amortised over the remaining tenor of the note.

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). These US Notes are rated Baa1 by Moody's Investor Services (Moody's).

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.

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 31 December 2016.

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 Group's gearing was 31.0% as at 31 December 2016 (30 June 2016: 34.0%). The Group's target gearing range is within 30% to 40% with a preference to be around 35%. The Group's gearing calculation is below.

Gearing (management)1 31 Dec 2016 30 Jun 2016
$m $m
Bilateral and A$ notes
Unsecured bilateral facilities drawn
- Continuing operations (AUD) 280.0 210.0
- Discontinued operation (NZD) - 135.9
Unsecured bilateral facilities used for bank guarantee 10.0 10.0
Unsecured A$ medium term notes 225.0 175.0
515.0 530.9
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 724.8 740.7
Less: cash and cash equivalents
- Continuing operations (AUD) (5.8) (3.8)
- Discontinuing operation (NZD) - (0.3)
Net finance debt for gearing 719.0 736.6
Total assets 2,395.2 2,258.7
Less: cash and cash equivalents
- Continuing operations (AUD) (5.8) (3.8)
- Discontinued operation (NZD) - (0.3)
Less: derivative value included in total assets (67.9) (85.8)
Net total assets for gearing 2,321.5 2,168.8
Gearing (management) 31.0% 34.0%

1 As at 30 June 2016 unsecured bilateral facilities drawn and cash and cash equivalents, includes balances within the discontinued operation and disposal group held for sale (refer note 11).

6. Contributed equity

SCA Property Group Retail Trust
31 Dec 2016 30 Jun 2016 31 Dec 2016 30 Jun 2016
$m $m $m $m
Equity 1,252.4 1,252.4 1,244.9 1,244.9
Issue costs (28.4) (28.4) (28.3) (28.3)
1,224.0 1,224.0 1,216.6 1,216.6
Equity of Management Trust
Opening balance 7.4 7.3
Equity raised through DistributionReinvestment Plan January 2016 - 0.1
Closing balance 7.4 7.4
Equity of Retail Trust
Opening balance 1,216.6 1,192.4 1,216.6 1,192.4
Equity raised through DistributionReinvestment Plan April 2015 - 6.9 - 6.9
Equity raised through DistributionReinvestment Plan January 2016 - 17.4 - 17.3
Closing balance 1,216.6 1,216.6 1,216.6 1,216.6
Balance at the end of the period isattributable to unit holders of:
Shopping Centres Australasia PropertyManagement Trust 7.4 7.4 - -
Shopping Centres Australasia Property RetailTrust 1,216.6 1,216.6 1,216.6 1,216.6
1,224.0 1,224.0 1,216.6 1,216.6
SCA Property Group & Retail Trust
31 Dec 2016 30 Jun 2016
No. of units No. of units
Opening balance 733,390,134 721,488,543
Equity issued for executive security based compensation arrangements - 3 July 2015 - 100,000
Equity raised through Distribution Reinvestment Plan - 28 August 2015 - 3,278,549
Equity raised through Distribution Reinvestment Plan - 29 January 2016 - 8,523,042
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 -
Closing balance 734,135,338 733,390,134

There were 745,204 units issued during the period ended 31 December 2016 in respect of executive compensation plans and staff incentive plans for nil consideration.

As long as Shopping Centres Australasia Property Group remains jointly quoted, the number of units in each of the Trusts shall be equal and the unitholders identical.

7. Segment reporting table

The Group and the Retail Trust invest in shopping centres located in Australia and, prior to the divestment of the New Zealand portfolio, New Zealand. The chief decision makers of the Group base their decisions on these segments.

The Management Trust operates within one segment, Australia. No segmental reporting is shown for Shopping Centres Australasia Property Retail Trust as this is not required under AASB 8.

Australia31 Dec 2016 31 Dec 2015 New Zealand31 Dec 2016 31 Dec 2015 Total31 Dec 2016 31 Dec 2015
$m $m $m $m $m $m
Revenue
Rental income1 92.2 85.5 2.9 9.3 95.1 94.8
Other property income 3.8 3.4 - - 3.8 3.4
Funds management revenue 0.2 1.0 - - 0.2 1.0
Insurance income 6.1 - - - 6.1 -
Dividend income 2.8 - - - 2.8 -
NZ Management Fee 2.9 (2.9) - -
108.0 89.9 - 9.3 108.0 99.2
Expenses
Property expenses (30.1) (28.0) (0.2) (1.0) (30.3) (29.0)
Corporate costs (5.9) (5.0) - (0.9) (5.9) (5.9)
(36.0) (33.0) (0.2) (1.9) (36.2) (34.9)
Segment result 72.0 56.9 (0.2) 7.4 71.8 64.3
Fair value adjustments on investment properties 150.6 21.8 - 16.2 150.6 38.0
Fair value adjustments on derivatives (13.3) 14.6 - (0.2) (13.3) 14.4
Foreign exchange losses (6.1) (11.4) - - (6.1) (11.4)
Share of net profit from investments accountedfor using the equity method 0.7 0.2 - - 0.7 0.2
Realised foreign exchange gain 17.0 - - - 17.0 -
Interest income 0.2 0.1 - - 0.2 0.1
Financing costs (14.9) (10.9) (1.1) (2.6) (16.0) (13.5)
Tax (0.2) (0.3) - (1.0) (0.2) (1.3)
Net profit / (loss) after tax for the yearattributable to unitholders 206.0 71.0 (1.3) 19.8 204.7 90.8

1 For the purposes of segment reporting $44.1 million in rental income (31 December 2015: $48.0 million) was from a single customer.

8. Derivative financial instruments

The fair values of interest rate and cross currency derivatives are determined using a generally accepted pricing model based on discounted cash flow analysis using assumptions supported by observable market rates.

The following table represents financial assets and liabilities that were measured and recognised at fair value:

SCA Property Group & Retail Trust Retail Trust
31 Dec 2016 30 Jun 2016 31 Dec 2016 30 Jun 2016
$m $m $m $m
Current assets
Interest rate swap contracts - 1.2 - 1.2
Cross currency interest rate swap contracts 0.5 2.1 0.5 2.1
0.5 3.3 0.5 3.3
Non-current assets
Interest rate swap contracts 11.7 11.8 11.7 11.8
Cross currency interest rate swap contracts 55.7 70.7 55.7 70.7
67.4 82.5 67.4 82.5
Current liabilities
Interest rate swap contracts 0.1 1.2 0.1 1.2
Non-current liabilities
Interest rate swap contracts - 3.5 - 3.5

Interest Rate Swaps and Cross Currency Interest Rate Swaps

The Group does not speculatively trade in derivative financial instruments.

The cross currency interest rate swaps are taken out to economically hedge the foreign currency exposure US dollar denominated Notes issued by the Group. Refer note 5. The cross currency interest rate swaps are fair valued separately to the US Notes.

The interest rate swaps are to hedge Australian dollar denominated financing facilities.

Movements in the market value of the interest rate and cross currency interest rate swaps are included in the Group's profit and loss though changes in fair value.

The Directors consider that the carrying amounts of other financial assets and financial liabilities, which are recognised at amortised cost in the Interim Financial Report, approximates their fair values apart from 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 31 December 2016 (which was AUD 1.00 = USD 0.7208), is $208.1 million (refer note 5). The fair value of the US Notes and A$ medium term notes can be different to their carrying value. The fair value takes into account movements in the underlying base interest rates and credit spreads for similar 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$ MTN is $271.0 million and $221.6 million respectively (30 June 2016: $248.7 million and $170.0 million respectively). The increase in the A$ MTN estimated fair value at 31 December 2016 includes the estimated additional fair value from the $50.0 million A$ MTN issued July 2016.

The foreign currency principal and interest amounts payable on the USD denominated US Notes have been fully hedged economically to floating Australian interest rates by the use of cross currency interest rate swaps.

Fair value hierarchy

The table below analyses the cross currency interest rate and interest rate swaps 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 from the asset or liability that are not based on observable market data (unobservable inputs).

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 classified as Level 2 instruments.

The Group's Investment – available for sale is a level 1 fair value measurement financial asset being derived from inputs based on quoted prices that are observable. Refer also note 12.

The Group's only Level 3 financial instruments is as noted in note 10. There were no transfers between levels during the half year.

9. Investment in associate

On 1 October 2015 the Retail Trust acquired 7,959,000 units in the SCA Unlisted Retail Fund 1 (SURF 1) at $1.00 each. SURF 1 is an unlisted closed end property fund investing in five retail properties purchased from the Group on 1 October 2015. The Group has a 24.4% interest in SURF 1. Associates are entities over which the Group has significant influence but not control. The Group has considered its interest in SURF 1 and its ability to control SURF 1 or have significant influence. The Group does not regard its interest as sufficient for control but does regard its interest as sufficient for significant influence. This interest is accounted for using the equity method of accounting after being initially recognised at cost.

SCA Property Group & Retail Trust
31 Dec 2016 30 Jun 2016
$m $m
Movement in investment in associate
Opening balance 8.1 -
Acquisitions to equity accounted investment - 8.0
Share of profits after income tax 0.7 0.6
Distributions received or receivable (0.3) (0.5)
Closing balance 8.5 8.1
Owner interest in SCA Unlisted Retail Fund 1 24.4% 24.4%

The Group has no exposure to contingent liabilities in relation to its Investment in associate.

10. Other assets

Other assets include:

  • Clemton Park (NSW): $2.4 million relates to the amount paid for the call option in December 2014 when the Group agreed to purchase Clemton Park on completion of the development via a put and call option arrangement. On completion of the development SCP will acquire it for $48.0 million less the amount already paid of $2.4 million. The completion of the development is expected to be in calendar year 2017. The option is classified as a derivative valued at fair value through profit or loss. No movement in the fair value occurred since initial recognition of the $2.4 million. The Directors have adopted a fair value of the option based on an appropriate valuation model including a number of unobservable inputs. Unobservable inputs are categorised as level 3 in the fair value hierarchy (refer note 8 for additional information in relation to the fair value hierarchy) and are consistent with those used to value investment properties. (30 June 2016: $2.4 million)
  • Other: $5.9 million relates to prepayments, and other amounts (30 June 2016: $3.3 million). Included in Other is a nominal amount ($10.00) paid in respect of a call option associated with the acquisition of the Greenbank neighbourhood shopping centre, acquired by the Group in January 2016). Under the call option the Group can acquire ten hectares of adjacent land to the Greenbank neighbourhood centre for $10.0 million exercisable at any time until late December 2020; and the vendor has a put option on the same terms which is exercisable in late December 2020 if the call option is not exercised by that time. The fair value of this option has been assessed at its carrying value of $10.00.

11. Discontinued operation and disposal group held for sale

On 10 June 2016 the Group announced it entered into a sale contract with Stride Property Group (NZX: STR) for the sale of SCP's New Zealand properties. Settlement of this transaction occurred in two tranches. Tranche 1 settled on 12 July 2016 and comprised 6 properties for NZ$128.2 million. Tranche 2 comprised the remaining 8 properties for NZ$139.2 million and settled in late September 2016. The comparative profit and loss figures have been restated.

The financial performance of the component of the Group classified as a discontinued operation at 31 December 2016 is in the table below.

SCA Property Group & Retail Trust
31 Dec 2016$m 31 Dec 2015$m
Revenue 2.9 9.3
Fair value adjustments on investment properties - 16.2
Fair value adjustments on derivatives - (0.2)
Management fee (2.9) -
Property expenses (0.2) (1.0)
Corporate costs - (1.0)
Earnings before interest and tax (EBIT) (0.2) 23.4
Interest income - -
Finance costs (1.1) (2.6)
Net profit before tax (1.3) 20.8
Tax - (1.0)
Net profit/(loss) after tax from discontinued operation (1.3) 19.8

12. Investment - available for sale

Investment – available for sale relates to the acquisition by the Group and the Retail Trust during the period of a 4.9% interest in Charter Hall Retail Trust (ASX: CQR). This interest equates to 19.9 million units. The cost of this interest (including transactions costs) was $83.8 million. As at 31 December 2016 this interest is valued at $84.2 million (based on the ASX closing share price of CQR on the last trading day in December 2016).

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 8.

Additionally the Group is entitled to a distribution on its investment of 14.1 cents per unit or $2.8 million. This distribution was declared by the Responsible Entity of CQR on 9 December 2016 and is included in the Group's and Retail Trust's Consolidated Statements of Profit and Loss as Distribution income.

13. Financing Costs

SCA Property Group & Retail Trust
31 Dec 2016 31 Dec 2015$m
$m
Interest expense 11.9 10.9
Swap termination 3.0 -
14.9 10.9

The proceeds from the settlement of the sale of the New Zealand properties in July 2016 and September 2016 were used to reduce New Zealand $ denominated debt to nil, with the remainder used to initially reduce Australian $ denominated debt. As a consequence $3.0 million was expensed to terminate certain A$ fixed interest rate swaps.

14. Subsequent events

Since the end of the period, the Directors of the Responsible Entity are not aware of any matter or circumstance not otherwise dealt with in this report or the interim 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 the financial periods subsequent to 31 December 2016.

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 7 to 27 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 31 December 2016 and of their performance, for the half year ended 31 December 2016; 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.

The Directors have been given the declaration in a form similar to that required by Section 295A of the Corporations Act 2001 from the Chief Executive Officer and Chief Financial Officer for the half year ended 31 December 2016.

Signed in accordance with a resolution of the Directors:

Chairman Sydney 6 February 2017

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 Review Report to the Stapled Security Holders of Shopping Centres Australasia Property Management Trust and Shopping Centres Australasia Property Retail Trust

We have reviewed the accompanying half-year financial report comprising:

  • the condensed consolidated statement of financial position as at 31 December 2016, and the condensed consolidated statement of comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, selected explanatory notes and, the directors' declaration of the consolidated entity SCA Property Group ("the consolidated stapled entity") as set out on pages 7 to 28. The consolidated stapled entity, as described in Note 1 to the financial report, comprises Shopping Centres Australasia Property Management Trust ("SCA Property Management Trust") and the entities it controlled at the half-year end or from time to time during the half-year, including SCA Property Retail Trust and its controlled entities; and
  • the condensed consolidated statement of financial position as at 31 December 2016, and the condensed consolidated statement of comprehensive income, the condensed consolidated statement of cash flows and the condensed consolidated statement of changes in equity for the half-year ended on that date, selected explanatory notes and, the directors' declaration of the consolidated entity SCA Property Retail Trust as set out on pages 7 to 28. The consolidated entity ("SCA Property Retail Trust"), as described in Note 1 to the financial report, comprises Shopping Centres Australasia Property Retail Trust and the entities it controlled at the half-year end or from time to time during the half-year.

Directors' Responsibility for the Half-Year Financial Report

The directors of SCA Property Group RE Limited, the Responsible Entity of SCA Property Management Trust and SCA Property Retail Trust ("the directors"), are responsible for the preparation of the halfyear 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 half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial reports Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of SCA Property Group and SCA Property Retail Trust's financial positions as at 31 December 2016 and their performance for the half-year ended on that date; and

Liability limited by a scheme approved under Professional Standards Legislation. Member of Deloitte Touche Tohmatsu.

complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001. As the auditor of SCA Property Group and SCA Property Retail Trust, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

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

Auditor's Independence Declaration

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors, would be in the same terms if given to the directors as at the time of this auditor's review report.

Conclusion

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

  • (a) giving a true and fair view of the of SCA Property Group and SCA Property Retail Trust's financial positions as at 31 December 2016 and of their performance for the half-year ended on that date; and
  • (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

DELOITTE TOUCHE TOHMATSU

AG Collinson Partner Chartered Accountants Sydney, 6 February 2017