L1 Capital UK Residential Property Fund ARSN Annual report For the period 25 July 2017 to 30 June 2018

Transcription

1 ARSN Annual report

2 ARSN Annual report Contents Directors report Auditor s independence declaration Statement of comprehensive income Statement of financial position Statement of changes in equity Statement of cash flows Directors declaration Independent auditor s report to the unit holders of This annual report covers as an individual entity. The Responsible Entity of is Equity Trustees Limited (ABN ) (AFSL ). The Responsible Entity s registered office is: Level 1, 575 Bourke Street Melbourne, VIC

3 Directors report Directors report The directors of Equity Trustees Limited, the Responsible Entity of (the Fund ), present their report together with the financial statements of the Fund for the period 25 July 2017 to 30 June Principal activities The Fund was constituted on 11 July 2017, registered with the Australian Securities and Investments Commission on 25 July 2017 and commenced operations on 1 September The Fund invests in residential property in the United Kingdom through its investment in the L1 UK Property Trust 1A (the Sub-Trust ) in accordance with the Information Memorandum and the provisions in the Fund s Constitution. The Fund did not have any employees during the period. There were no significant changes in the nature of the Fund s activities during the period. The various service providers for the Fund are detailed below: Service Responsible Entity Investment Manager Administrator Custodian Statutory Auditor Provider Equity Trustees Limited L1 UK Property Investments Pty Ltd Apex Fund Services (Australia) Pty Ltd Equity Trustees Limited Ernst & Young Directors The following persons held office as directors of Equity Trustees Limited during or since the end of the period and up to the date of this report: Philip D Gentry Chairman Harvey H Kalman Ian C Westley Michael J O Brien (appointed 11 July 2018) Review and results of operations During the period, the Fund continued to invest its funds in accordance with the Information Memorandum and the provisions of the Fund s Constitution. The Fund s performance was 4.5% (net of fees) for the period 25 July 2017 to. The Fund does not operate against a benchmark. The Fund s performance is based on the unit price movement of the Fund which is denominated in the Australian currency. The pre distribution unit prices at were Australian dollars for the Hedged class and Australian dollars for the unhedged class. The post distribution unit prices at were Australian dollars for the Hedged class and Australian dollars for the unhedged class. 2

4 Directors report Directors report Review and results of operations The performance of the Fund, as represented by the results of its operations, was as follows: For the period 25 July 2017 to Operating loss for the period () (881) Hedged Class Distributions paid and payable () 296 Distributions (pence per unit) 1.34 Unhedged Class Distributions paid and payable () 560 Distributions (pence per unit) 1.31 Significant changes in the state of affairs In the opinion of the directors, there were no significant changes in the state of affairs of the Fund that occurred during the financial period. Matters subsequent to the end of the financial period Michael J O Brien was appointed as a director of Equity Trustees Limited on 11 July No other matter or circumstance has arisen since that has significantly affected, or may have a significant effect on: (i) (ii) (iii) the operations of the Fund in future financial years; the results of those operations in future financial years; or the state of affairs of the Fund in future financial years. Likely developments and expected results of operations The Fund will continue to be managed in accordance with the investment objectives and guidelines as set out in the Information Memorandum and the provisions of the Fund s Constitution. The results of the Fund s operations will be affected by a number of factors, including the performance of investment markets in which the Fund invests. Investment performance is not guaranteed and future returns may differ from past returns. As investment conditions change over time, past returns should not be used to predict future returns. Indemnification and insurance of officers No insurance premiums are paid for out of the assets of the Fund in regards to insurance cover provided to the officers of Equity Trustees Limited. So long as the officers of Equity Trustees Limited act in accordance with the Fund s Constitution and the Law, the officers remain indemnified out of the assets of the Fund against losses incurred while acting on behalf of the Fund. 3

5 Directors report Directors report Indemnification of auditors The Responsible Entity has not, during or since the end of the financial period, except to the extent permitted by law, indemnified or agreed to indemnify the auditor of the Fund against a liability incurred as auditor. Fees paid to and interests held in the Fund by the Responsible Entity and its associates Fees paid to the Responsible Entity and its associates out of Fund property during the period are disclosed in Note 15 to the financial statements. No fees were paid out of Fund property to the directors of the Responsible Entity during the period. The number of interests in the Fund held by the Responsible Entity or its associates as at the end of the financial period are disclosed in Note 15 to the financial statements. Interests in the Fund The movement in units on issue in the Fund during the period is disclosed in Note 8 to the financial statements. The value of the Fund s assets and liabilities is disclosed on the statement of financial position and derived using the basis set out in Note 2 to the financial statements. Environmental regulation The operations of the Fund are not subject to any particular or significant environmental regulations under Commonwealth, State or Territory law. Rounding of amounts to the nearest thousand Pound sterling Amounts in the Directors report have been rounded to the nearest thousand Pound sterling in accordance with ASIC Corporations (Rounding in Financial/Directors Reports) Instrument 2016/191, unless otherwise indicated. 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 5. This report is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated authority given by the Equity Trustees Limited s Board. Philip D Gentry Chairman Melbourne 2 Novmember

6 Ernst & Young 200 George Street Sydney NSW 2000 Australia GPO Box 2646 Sydney NSW 2001 Tel: Fax: ey.com/au Auditor s Independence Declaration to the Directors of L1 UK Residential Property Fund As lead auditor for the audit of L1 UK Residential Property Fund for the financial period ended 30 June 2018, I declare to the best of my knowledge and belief, there have been: a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and b) no contraventions of any applicable code of professional conduct in relation to the audit. Ernst & Young Rohit Khanna Partner Sydney 2 November 2018 A member firm of Ernst & Young Global Limited Liability limited by a scheme approved under Professional Standards Legislation

7 Statement of comprehensive income Statement of comprehensive income Note For the period 25 July 2017 to Investment income Distribution income 1,221 Interest income 26 Net foreign exchange income/(loss) (961) Net gains/(losses) on financial instruments held at fair value through profit or loss 5 (554) Total investment income/(loss) (268) Expenses Management fees Performance fees Administration fees 21 Audit fees 23 Other expenses 38 Total expenses 613 Operating profit/(loss) for the period before finance costs attributable to unit holders (881) Finance costs attributable to unit holders Distributions to unit holders 9 (856) (Increase)/decrease in net assets attributable to unit holders 8 1,737 Profit for the period - Other comprehensive income - Total comprehensive income for the period - The above statement of comprehensive income should be read in conjunction with the accompanying notes. 6

8 Statement of financial position As at Statement of financial position Note As at Assets Cash and cash equivalents Receivables Distribution receivable 1,221 Financial assets held at fair value through profit or loss 6 37,350 Total assets 39,116 Liabilities Distributions payable Payables Due to related parties Total liabilities (excluding net assets attributable to unit holders) 1,982 Net assets attributable to unit holders liability 37,134 The above statement of financial position should be read in conjunction with the accompanying notes. 7

9 Statement of changes in equity Statement of changes in equity For the period 25 July 2017 to Total equity at the beginning of the period - Profit/(loss) for the period - Other comprehensive income - Total comprehensive income - Transactions with owners in their capacity as owners - Total equity at the end of the period - Under Australian Accounting Standards, net assets attributable to unit holders are classified as a liability rather than equity. As a result, there was no equity at the start or end of the period. The above statement of changes in equity should be read in conjunction with the accompanying notes. 8

10 Statement of cash flows Statement of cash flows Note For the period 25 July 2017 to Cash flows from operating activities Purchase of financial instruments held at fair value through profit or loss (37,677) Interest income received 26 Other expenses paid (16) Net cash inflow/(outflow) from operating activities 11(a) (37,667) Cash flows from financing activities Proceeds from applications by unit holders 38,871 Proceeds from incorrect subscription 280 Net cash inflow/(outflow) from financing activities 39,151 Net increase/(decrease) in cash and cash equivalents 1,484 Cash and cash equivalents at the beginning of the period - Effect of foreign currency exchange rate changes on cash and cash equivalents (961) Cash and cash equivalents at the end of the period The above statement of cash flows should be read in conjunction with the accompanying notes. 9

11 Contents 1 General information 2 Summary of significant accounting policies 3 Financial risk management 4 Fair value measurement 5 Net gains/(losses) on financial instruments held at fair value through profit or loss 6 Financial assets held at fair value through profit or loss 7 Structured entities 8 Net assets attributable to unit holders 9 Distributions to unit holders 10 Cash and cash equivalents 11 Reconciliation of profit/(loss) to net cash inflow/(outflow) from operating activities 12 Receivables 13 Payables 14 Remuneration of auditor 15 Related party transactions 16 Unconsolidated subsidiaries 17 Events occurring after the reporting period 18 Contingent assets and liabilities and commitments 10

12 1 General information These financial statements cover (the Fund ) as an individual entity. The Fund is an Australian registered managed investment scheme which was constituted on 11 July 2017 and registered with the Australian Securities and Investment Commission on 25 July The Fund commenced operations on 1 September 2017 and will terminate in accordance with the provision of the Fund s Constitution or by Law. The Responsible Entity of the Fund is Equity Trustees Limited (ABN ) (AFSL ) (the Responsible Entity ). The Responsible Entity s registered office is Level 1, 575 Bourke Street, Melbourne, VIC The financial statements are presented in the Pound sterling (GBP) currency unless otherwise noted. The Fund invests in residential property in the United Kingdom through its investment in the L1 UK Property Trust 1A (the Sub-Trust ) in accordance with the Information Memorandum and the provisions of the Fund s Constitution. The financial statements were authorised for issue by the directors on the date the Directors declaration was signed. The directors of the Responsible Entity have the power to amend and reissue the financial statements. On 5 May 2016, a new tax regime applying to Managed Investment Trusts ( MITs ) was established under the Tax Laws Amendment (New Tax System for Managed Investment Trusts) Act The Attribution Managed Investment Trust ( AMIT ) regime allows MITs that meet certain requirements to make an irrevocable choice to be an AMIT. The Fund elected into the AMIT tax regime and the Fund s constitution has been prepared accordingly. 2 Summary of significant accounting policies The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the 2018 financial period, unless otherwise stated in the following text. (a) Basis of preparation These general purpose financial statements have been prepared in accordance with Australian Accounting Standards and Interpretations issued by the Australian Accounting Standards Board (AASB) and the Corporations Act 2001 in Australia. The Fund is a for-profit entity for the purpose of preparing the financial statements. The financial statements are prepared on the basis of fair value measurement of assets and liabilities, except where otherwise stated. The statement of financial position is presented on a liquidity basis. Assets and liabilities are presented in decreasing order of liquidity and do not distinguish between current and non-current. All balances are expected to be recovered or settled within 12 months, except for investments in financial assets and liabilities, performance fees (non-current portion) and net assets attributable to unit holders. (i) Compliance with International Financial Reporting Standards (IFRS) The financial statements of the Fund also comply with IFRS as issued by the International Accounting Standards Board (IASB). (ii) Basis of consolidation The Fund is an investment entity and, as such, does not consolidate the entities it controls. Instead, interests in controlled entities are classified as at fair value through profit or loss, and measured at fair value. (iii) New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for the 30 June 2018 reporting period and have not been early adopted by the Fund. The directors assessment of the impact of these new standards (to the extent relevant to the Fund) and interpretations is set out below: 11

13 2 Summary of significant accounting policies (a) Basis of preparation (iii) New standards and interpretations not yet adopted AASB 9 Financial Instruments (and applicable amendments) (to be adopted 1 July 2018) AASB 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities. It has now also introduced revised rules around hedge accounting and impairment. The standard is not applicable until 1 January 2018 but is available for early adoption. The directors do not expect this to have a significant impact on the recognition, classification and measurement of the Fund s financial instruments as they are carried at fair value through profit or loss. The derecognition rules have not changed from the previous requirements, and the Fund does not apply hedge accounting. AASB 9 introduces a new impairment model. As the Fund s investments are all held at fair value through profit or loss and the Fund does not contain significant receivables or payables, the change in impairment rules will not materially impact the Fund. The standard will be adopted for annual reporting periods commencing on or after 1 January AASB 15 Revenue from Contracts with Customers (to be adopted 1 July 2018) AASB 15 will replace AASB 118 Revenue which covers contracts for goods and services and AASB 111 Construction Contracts which covers construction contracts. AASB 15 is based on the principle that revenue is recognised when control of a good or service transfers to a customer so the notion of control replaces the existing notion of risks and rewards. The Fund s main sources of income are interest, distributions and gains on financial instruments held at fair value. All of these are outside the scope of the new revenue standard. As a consequence, the directors do not expect the adoption of AASB 15 to have a significant impact on the Fund s accounting policies or the amounts recognised in the financial statements. The standard will be adopted for annual reporting periods commencing on or after 1 January There are no other standards that are not yet effective and that are expected to have a material impact on the Fund in the current or future reporting periods and on foreseeable future transactions. (b) Financial instruments (i) Classification The Fund s investments are classified as held at fair value through profit or loss. They comprise: Financial instruments designated at fair value through profit or loss upon initial recognition These include financial assets and liabilities that are not held for trading purposes and which may be sold. These are investments in the Sub-Trust. Financial assets and liabilities designated at fair value through profit or loss at inception are those managed and their performance evaluated on a fair value basis in accordance with the Fund s documented investment strategy as outlined in the Information Memorandum. The Fund s policy is for the Investment Manager to evaluate information about these financial instruments on a fair value basis together with other related financial information. (ii) Recognition and derecognition The Fund recognises financial assets and financial liabilities on the date it becomes party to the contractual agreement (trade date) and recognises changes in the fair value of the financial assets or financial liabilities from this date. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or the Fund has transferred substantially all the risks and rewards of ownership. Financial liabilities are derecognised when the obligation under the liabilities are discharged. 12

14 2 Summary of significant accounting policies (b) Financial instruments (iii) Measurement Financial instruments held at fair value through profit or loss At initial recognition, the Fund measures a financial asset at its fair value. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the statement of comprehensive income. Subsequent to initial recognition, all financial assets and liabilities at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of financial assets or liabilities at fair value through profit or loss category are presented in the statement of comprehensive income in the period in which they arise. For further details on how the fair value of financial instruments is determined please see Note 4 to the financial statements. (iv) Offsetting financial instruments Financial assets and liabilities are offset and the net amount is reported in the statement of financial position when the Fund has a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. As at the end of the reporting period, there are no financial assets or liabilities offset or with the right to offset in the statement of financial position. (v) Investment entity subsidiaries In accordance with the Fund s Information Memorandum dated 27 July 2017 the Fund has been constituted to invest in one or more Sub Trusts to hold residential property in the United Kingdom. The Fund considers all investments in Sub Trusts that it controls to be subsidiaries. The Fund invests in Sub Trusts for the purpose of capital appreciation and/or earning investment income. Under AASB 10 Consolidated Financial Statements, the Fund is considered an investment entity and is therefore exempt from preparing consolidated financial statements. (c) Net assets attributable to unit holders The Fund is an illiquid close-ended unlisted Australian registered managed investment scheme and is not subject to redemptions and further applications. The units are classified as financial liabilities. (d) Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions and other short term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Payments and receipts relating to the purchase and sale of investment securities are classified as cash flows from operating activities, as trading of these securities represent the Fund s main income generating activity. (e) Investment income (i) Interest income Interest income on cash and cash equivalents is recognised in the statement of comprehensive income on an accruals basis. Changes in fair value of financial instruments are recorded in accordance with the policies described in Note 2(b) to the financial statements. 13

15 2 Summary of significant accounting policies (e) Investment income (ii) Distributions Trust distributions are recognised on an entitlement basis. (f) Expenses All expenses are recognised in the statement of comprehensive income on an accruals basis. (g) Income tax Under current legislation, the Fund is not subject to income tax provided it attributes the entirety of its taxable income to its unit holders. The Fund is also not responsible for UK income tax in respect to the unit holders income from property rental business at the Sub-Trust. However, the Fund is responsible for preparing and filing UK tax return as a transparent entity for income tax purposes and as the agent to facilitate tax withholding. The Fund will withhold UK income tax at the applicable tax rate from the amount distributed to the unit holders. The amount of tax withholding will be disclosed in the unit holders annual (AMMA) tax statement. For income tax purposes, the Fund has made a functional currency election being Pound sterling. (h) Distributions The Fund may distribute its distributable income, in accordance with the Fund s Constitution, to unit holders by cash. The distributions are recognised in the statement of comprehensive income. (i) Increase/decrease in net assets attributable to unit holders Income not distributed is included in net assets attributable to unit holders. Where the Fund s units are classified as financial liabilities, movements in net assets attributable to unit holders are recognised in the statement of comprehensive income as finance costs. (j) (i) Foreign currency translation Functional and presentation currency Balances included in the Fund s financial statements are measured using the currency of the primary economic environment in which it operates (the functional currency ). This is the Pound sterling which reflects the currency of the economy in which the Fund operates. The Pound sterling is also the Fund s presentation currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translations at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income. The Fund does not isolate that portion of unrealised gains or losses on financial instruments that are measured at fair value through profit or loss and which is due to changes in foreign exchange rates. Such fluctuations are included with the net gains/(losses) on financial instruments at fair value through profit or loss. (k) Receivables Receivables may include amounts for interest and trust distributions. Trust distributions are accrued when the right to receive payment is established. Where applicable, interest is accrued on a monthly basis. Amounts are generally received within 30 days of being recorded as receivables. Collectability of receivables is reviewed on an ongoing basis. Receivables which are known to be uncollectable are written off by reducing the carrying amount directly. The amount of the impairment loss is recognised in the statement of comprehensive income within other expenses. Subsequent recoveries of amounts previously written off are credited against other expenses in the statement of comprehensive income. 14

16 2 Summary of significant accounting policies (l) Payables Payables include liabilities, accrued expenses owed by the Fund and any distributions declared which are unpaid as at the end of the reporting period. A separate distribution payable is recognised in the statement of financial position. (m) Applications and redemptions The Fund is an illiquid close-ended unlisted Australian registered managed investment scheme and is not subject to redemptions and further applications. (n) Goods and services tax (GST) The GST incurred on the costs of various services provided to the Fund by third parties such as management, administration and custodian services where applicable, have been passed on to the Fund. The Fund qualifies for Reduced Input Tax Credits (RITC) at a rate of at least 55%. Hence, fees for these services and any other expenses have been recognised in the statement of comprehensive income net of the amount of GST recoverable from the Australian Taxation Office (ATO). Amounts payable are inclusive of GST. The net amount of GST recoverable from the ATO is included in receivables in the statement of financial position. Cash flows relating to GST are included in the statement of cash flows on a gross basis. (o) Use of estimates The Fund makes estimates and assumptions that affect the reported amounts of assets and liabilities within the current financial period and next financial year. Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The only assets currently held by the Fund are units in the Sub-Trust. These have been valued at their net asset value. (p) Comparative period The Fund was constituted on 11 July 2017, registered with the Australian Securities and Investments Commission (ASIC) on 25 July 2017 and commenced operations on 1 September The reporting period covers the period 25 July 2017, being the registration date, to. Hence there is no comparative information. (q) Rounding of amounts The Fund is an entity of a kind referred to in ASIC Corporations (Rounding in Financial/Directors Reports) Instrument 2016/191 relating to the rounding off of amounts in the financial statements. Amounts in the financial statements have been rounded to the nearest thousand Pound sterling unless otherwise indicated. 3 Financial risk management The Fund s activities expose it to a variety of financial risks including market risk (which incorporates price risk, foreign exchange risk and interest rate risk), credit risk and liquidity risk. The Fund s overall risk management programme focuses on ensuring compliance with the Fund s Information Memorandum and the investment guidelines of the Fund. It also seeks to maximise the returns derived for the level of risk to which the Fund is exposed and seeks to minimise potential adverse effects on the Fund s financial performance. The objective of risk management is to identify, assess, manage and monitor the risks to which the Fund is exposed, and to ensure the appropriate risk management policies and controls are in place. Risk management policies are reviewed regularly by the investment manager to ensure they reflect changes in market conditions. 15

17 3 Financial risk management All securities investments present a risk of loss of capital. The maximum loss of capital on unit trusts is limited to the fair value of those positions. The investments of the Fund, and associated risks, are managed by a specialist Investment Manager, L1 UK Property Investments Pty Ltd under an Investment Management Agreement (IMA) approved by the Responsible Entity, and containing the investment strategy and guidelines of the Fund, consistent with those stated in the Information Memorandum. L1 UK Property Pty Ltd, a UK registered subsidiary company of the Investment Manager company, is also a party to this agreement and is the UK based specialist property investment manager. The Fund uses different methods to measure different types of risk to which it is exposed. These methods are explained below. (a) Market risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns to investors. (i) Price risk The Fund is exposed to price risk on its investment in the L1 UK Property Trust 1A Units (Sub-Trust). The Fund has a significant concentration of risk arising from its exclusive investment in the Sub-Trust. As at, the Fund's investment in the Sub-Trust represents 100% of the Fund's financial assets held at fair value through profit or loss. The price risk in the Sub-Trust is managed by the trustee of L1 UK Property Trust 1A. It manages this risk through active management of the underlying property investments and by ensuring that the Sub-Trust holds a diversified portfolio of numerous investments spread over a large geographical area. Also, unit prices for investors are denominated in Australian dollars so investors are at risk of movements in the exchange rate between Pound sterling and the Australian dollar. In order to mitigate risk, investors were given the option to invest in hedged units. The risk is managed through Sub-Trust entering into a hedging agreement with the lending bank to fix the rate that hedge units will be converted on the termination of the Fund in The table at Note 3(b) summarises the sensitivities of the Fund's assets and liabilities to price risk. This analysis is based on the assumption that the markets in which the Fund invests moves by +/- 10%. (ii) Foreign exchange risk The Fund operates internationally and holds both monetary and non-monetary assets and liabilities denominated in currencies other than the Pound sterling. The foreign exchange risk relating to non-monetary assets and liabilities is a component of price risk. Foreign exchange risk arises as the value of monetary securities denominated in other currencies will fluctuate due to changes in exchange rates. The Investment Manager monitors the Fund's currency position on a daily basis. The table at Note 3(b) summarises the sensitivities of the Fund s monetary assets and liabilities to foreign exchange risk. The analysis is based on the assumption that the Pound sterling weakened and strengthened by 10% against the material foreign currencies to which the Fund is exposed. 16

18 3 Financial risk management (a) Market risk (ii) Foreign exchange risk The table below summarises the fair value of the Fund s monetary financial assets and liabilities, which are denominated in a currency other than Pound sterling. As at AUD Dollars Cash and cash equivalents 523 Receivables 6 Payables (711) Net exposure (182) (iii) Interest rate risk The Fund s interest rate risk is associated with cash and cash equivalents. Interest rate risk management is undertaken by maintaining as close to a fully invested position as possible limiting the exposure of the Fund to interest rate risk. The table below summarises the Fund s exposure to interest rate risk at the end of the reporting period. As at Floating interest rate Fixed interest rate Noninterest bearing Total Assets Cash and cash equivalents Receivables Distribution receivable - - 1,221 1,221 Financial assets held at fair value through ,350 37,350 profit or loss Total assets ,593 39,116 Liabilities Distribution payable Payables Due to related parties Total liabilities (excluding net assets attributable to unit holders) - - 1,982 1,982 Net exposure ,611 37,134 The table at Note 3(b) summarises the impact of an increase/decrease of interest rates on the Fund s operating profit and net assets attributable to unit holders through changes in fair value of changes in future cash flows. The analysis is based on the assumption that the interest rates changed by +/- 75 basis points from the period end rates with all other variables held constant. 17

19 3 Financial risk management (b) Summarised sensitivity analysis The following table summarises the sensitivity of the Fund s operating loss and net assets attributable to unit holders to market risks. The reasonably possible movements in the risk variables have been determined based on management s best estimate, having regard to a number of factors, including historical levels of changes in foreign exchange rates, interest rates and the historical correlation of the Fund s investments with the relevant benchmark and market volatility. However, actual movements in the risk variables may be greater or less than anticipated due to a number of factors, including unusually large market movements resulting from changes in the performance of and/or correlation between the performances of the economies, markets and securities in which the Fund invests. As a result, historic variations in risk variables should not be used to predict future variances in the risk variables. Impact on operating profit/net assets attributable to unit holders Price risk Foreign exchange risk Interest rate risk -10% +10% -10% +10% -75bps +75bps As at (3,735) 3,735 (18) 18 (4) 4 (c) Credit risk The Fund is exposed to credit risk, which is the risk that a counterparty will be unable to pay its obligations in full when they fall due, causing a financial loss to the Fund. The Fund manages credit risk by only entering agreements with credit worthy parties. The Fund does not have a significant concentration of credit risk that arises from an exposure to a single counterparty or group of counterparties having similar characteristics. The main concentration of credit risk, to which the Fund is exposed, arises from cash and cash equivalents. None of these assets are impaired nor past their due date. The maximum exposure to credit risk at the reporting date is the carrying amount of cash and cash equivalents. The credit risk arising from deposits is managed through a policy of utilising only independently-rated banks with acceptable credit ratings. A summary of the credit ratings for the financial institutions used by the Fund are as follows (based on the S&P indices): Australia and New Zealand Banking Group Limited AA- The carrying amount of financial assets represents the maximum credit exposure at the reporting date. (d) Liquidity risk Liquidity risk is the risk that the Fund may not be able to generate sufficient cash resources to settle its obligations in full as they fall due or can only do so on terms that are materially disadvantageous. As the Fund is an illiquid close-ended Fund, it s not exposed to liquidity risk on unit holder redemptions. The Fund manages liquidity risk by maintaining sufficient cash balances to meet its obligations. (i) Maturities of non-derivative financial liabilities The table below analyses the Fund s non-derivative financial liabilities into relevant maturity groupings based on the remaining period at reporting date to the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows. 18

20 3 Financial risk management (i) Maturities of non-derivative financial liabilities Less than 1 month 1 to 6 months 6 to 12 months Over 12 months As at Payables Due to related parties Distributions payable Net assets attributable to unit holders - liability Contractual cash flows (excluding derivatives) Total ,134 37,134-1,774-37,342 39,116 4 Fair value measurement The Fund measures and recognises financial assets and liabilities held at fair value through profit or loss on a recurring basis. The Fund has no assets or liabilities measured at fair value on a non-recurring basis in the current reporting period. AASB 13 Fair Value Measurement requires disclosure of fair value measurements by level of the following fair value measurement hierarchy: Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly (level 2); and Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3). The Fund values its investments in accordance with the accounting policies set out in Note 2 to the financial statements. (a) Fair value in an inactive or unquoted market (level 3) The fair value of financial assets and liabilities that are not traded in an active market is determined using valuation techniques. These include the use of recent arm s length market transactions, reference to the current fair value of a substantially similar other instrument, discounted cash flow techniques, option pricing models or any other valuation technique that provides a reliable estimate of prices obtained in actual market transactions. Investments in unlisted Sub Trusts are recorded at the redemption value per unit as reported by the investment managers of such Funds. The Fund may make adjustments to the value based on considerations such as: liquidity of the Investee Fund or its underlying investments, the value date of the net asset value provided, or any restrictions on redemptions and the basis of accounting. Properties held directly in the Sub Trust L1 UK Property Trust 1A are valued by an independent valuer periodically and in any event at 30 June each year. 19

21 4 Fair value measurement (b) Recognised fair value measurements The table below presents the Fund s financial assets and liabilities measured and recognised at fair value as at. As at Level 1 Level 2 Level 3 Total Financial assets Financial assets designated at fair value through profit or loss: Units in L1 UK Property Trust 1A ,350 37,350 Total financial assets ,350 37,350 The carrying value of other receivables and payables are assumed to approximate their fair values. (c) Transfer between levels Management s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period. There were no transfers between levels in the fair value hierarchy at the end of the reporting period. (d) Fair value measurements using significant unobservable inputs (level 3) The following table presents the movement in level 3 instruments for the period 25 July 2017 to by class of financial instrument. Unlisted unit trust Opening balance - Purchases 37,904 Unrealised gains/(loss) recognised in the statement of comprehensive income (554) Closing balance 37,350 (i) Valuation inputs and relationships to fair value The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. See Note 4(a) above for the valuation techniques adopted. Description Fair value Unobservable inputs As at L1 UK Property Trust 1A 37,350 Sub-Trust s Net Asset Value (NAV) as at 30 June 2018 Range of inputs (probabilityweighted average) N/A Relationship of unobservable inputs to fair value Direct 20

22 4 Fair value measurement (d) Fair value measurements using significant unobservable inputs (level 3) (ii) Valuation processes Investments in the Sub-Trust are valued as the Fund s share of NAV as calculated by the Sub-Trust s administrator. The Sub-Trust s Level 3 investments are constituted of direct holdings of residential property in the United Kingdom which have been recognised at fair value for the period ended. 5 Net gains/(losses) on financial instruments held at fair value through profit or loss For the period 25 July 2017 to Financial assets Net unrealised gain/(loss) on financial assets held at fair value through profit or loss (554) Total net gains/(losses) on financial instruments held at fair value through profit or loss (554) 6 Financial assets held at fair value through profit or loss As at Designated at fair value through profit or loss L1 UK Property Trust 1A units 37,350 Total designated at fair value through profit or loss 37,350 Total financial assets held at fair value through profit or loss 37,350 7 Structured entities A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, and the relevant activities are directed by means of contractual arrangement. The Fund considers all investments in managed investment schemes (the Schemes ) to be structured entities. The Fund invests in Schemes for the purpose of capital appreciation and or earning investment income. The exposure to investments in unrelated Schemes at fair value is disclosed in the following table: As at L1 UK Property Trust 1A 37,350 Total unrelated Schemes 37,350 21

23 7 Structured entities The fair value of the Schemes is included in financial assets held at fair value through profit or loss in the statement of financial position. The Fund s maximum exposure to loss from its interest in the Schemes is equal to the fair value of its investments in the Schemes as there are no off-balance sheet exposures relating to any of the Schemes. Once the Fund has disposed of its units in a Scheme it ceases to be exposed to any risk from that Scheme. During the period ended, total losses incurred on investments in the Schemes were 554,142 including a foreign exchange loss of 1,547,449. The Fund also earned distribution income of 1,221,126 as a result of its interests in the Schemes. 8 Net assets attributable to unit holders Movements in the number of units and net assets attributable to unit holders during the period were as follows: For the period 25 July 2017 to Units 000 For the period 25 July 2017 to Hedged Class Opening balance - - Applications 22,080 13,239 Increase/(decrease) in net assets attributable to unit holders - (465) Closing balance 22,080 12,774 Unhedged Class Opening balance - - Applications 42,750 25,632 Increase/(decrease) in net assets attributable to unit holders - (1,272) Closing balance 42,750 24,360 Closing balance 64,830 37,134 As stipulated within the Fund s Constitution, each unit represents a right to an individual share in the Fund and does not extend to a right in the underlying assets of the Fund. There are two separate classes of units. Each unit within the same class has the same rights as all other units within that class. Each unit class has the same management fee rate and performance fee rate. (a) Capital risk management The Fund considers its net assets attributable to unit holders as capital, notwithstanding that the net assets attributable are classified as a liability. The Fund is an illiquid close-ended unlisted registered Australian managed investment scheme and is not subject to redemptions and further applications. 22

24 9 Distributions to unit holders The distributions declared during the period were as follows: For the period 25 July 2017 to For the period 25 July 2017 to PPU Distributions Hedged Class June (payable) Total distributions Distributions Unhedged Class June (payable) Total distributions Total distributions Cash and cash equivalents As at Cash at bank 523 Total cash and cash equivalents 523 These accounts are earning a floating interest rate of between 0% and 1.3% as at. 11 Reconciliation of profit/(loss) to net cash inflow/(outflow) from operating activities (a) Reconciliation of profit/(loss) to net cash inflow/(outflow) from operating activities For the period 25 July 2017 to Profit/(loss) for the period - Increase/(decrease) in net assets attributable to unit holders (1,737) Distributions to unit holders 856 Purchase of financial instruments held at fair value through profit or loss (37,677) Net (gains)/losses on financial instruments held at fair value through profit or loss 554 Net foreign exchange (income)/loss 961 Net change in receivables (22) Net change in distribution receivable (1,221) Management fee payment made by Sub-Trust 172 Net change in payables 447 Net cash inflow/(outflow) from operating activities (37,667) 23

25 11 Reconciliation of profit/(loss) to net cash inflow/(outflow) from operating activities (b) Non-cash operating and financing activities As described in Note 2(i), income not distributed is included in net assets attributable to unit holders. The change in this amount for the period (as reported in Note 11(a) above) represents a non-cash financing cost as it is not settled in cash until such time as it becomes distributable. 12 Receivables As at GST receivable 22 Total receivables Payables As at Management fees payable 16 Audit fees payable 23 Performance fees payable 356 Administration fees payable 11 Other payables 18 Responsible Entity fees payable 23 Applications payable 280 Total payables Remuneration of auditor During the period the following fees were paid or payable for services provided by the auditor of the Fund: For the period 25 July 2017 to 30 June 2018 $ Ernst & Young Audit and other assurance services Audit and review of financial statements 12,000 Audit of compliance plan 8,000 Total remuneration for audit and other assurance services 20,000 Taxation services Tax compliance services 11,500 Total remuneration for taxation services 11,500 Total remuneration of Ernst & Young 31,500 The auditor s remuneration is borne by the Fund. Fees are stated in Australian dollars net exclusive of GST. 24

26 15 Related party transactions The Responsible Entity of is Equity Trustees Limited (ABN ) (AFSL ). Accordingly, transactions with entities related to Equity Trustees Limited are disclosed below. The Responsible Entity has contracted services to L1 UK Property Investments Pty Ltd, to act as Investment Manager for the Fund, and Apex Fund Services (Australia) Pty Ltd to act as Administrator for the Fund. The contracts are on normal commercial terms and conditions. (a) Key management personnel (i) Directors Key management personnel include persons who were directors of Equity Trustees Limited at any time during or since the end of the financial period and up to the date of this report. Philip D Gentry Chairman Harvey H Kalman Ian C Westley Michael J O Brien (appointed 11 July 2018) (ii) Other key management personnel There were no other key management personnel with responsibility for planning, directing and controlling activities of the Fund, directly or indirectly during the financial period. (b) Transactions with key management personnel There were no transactions with key management personnel during the reporting period. (c) Key management personnel compensation Key management personnel are paid by EQT Services Pty Ltd. Payments made from the Fund to Equity Trustees Limited do not include any amounts directly attributable to the compensation of key management personnel. (d) Key management personnel loans The Fund has not made, guaranteed or secured, directly or indirectly, any loans to key management personnel or their personally related entities at any time during the reporting period. (e) Other transactions within the Fund Apart from those details disclosed in this note, no key management personnel have entered into a material contract with the Fund during the financial period and there were no material contracts involving management personnel s interests existing at period end. 25

27 15 Related party transactions (f) Other related parties Due to related parties, arose due to the purchase of units in L1 UK Property Trust 1A without paying the entire amount due for the purchase of said units and other expenses paid by the Sub-Trust on behalf of the Fund. At 30 June 2018, the amounts due to related parties are summarised below. As at Due to L1 UK Property Trust 1A 399 Total due to related parties 399 (g) Responsible Entity and Investment Manager s fees and other transactions Under the terms of the Fund s Constitution and Information Memorandum for the Fund, the Responsible Entity and the Investment Manager are entitled to receive management fees. The Investment Manager is also entitled to a performance fee. The transactions during the period and amounts payable as at period end between the Fund, the Responsible Entity and the Investment Manager were as follows: For the period 25 July 2017 to Investment management fees for the period 154,427 Performance fees for period 356,254 Total fees payable to the Investment Manager at period end* 372,009 Responsible Entity fees for the period 21,263 Total fees payable to the Responsible Entity at period end 23,283 *Included in the amount is accrued performance fees of 207,679 which only become payable to the Investment Manager at the end of the term of the Fund. For information on how management and performance fees are calculated please refer to the Fund s Information Memorandum. 16 Unconsolidated subsidiaries Ownership interest Subsidiary name Principal place of business % L1 UK Property Trust 1A United Kingdom Restrictions The subsidiary receives income in the form of rent from its investments in United Kingdom residential rental properties. There are no significant restrictions on the transfer of funds from the Fund to the subsidiary. The above subsidiary does not control any further subsidiaries. 26

28 17 Events occurring after the reporting period No significant events have occurred since the end of the period which would impact on the financial position of the Fund as disclosed in the statement of financial position as at or on the results and cash flows of the Fund for the period ended on that date. 18 Contingent assets and liabilities and commitments There are no outstanding contingent assets, liabilities or commitments as at. 27

29 Director s declaration Directors declaration In the opinion of the directors of the Responsible Entity: (a) The financial statements and notes set out on pages 6 to 27 are in accordance with the Corporations Act 2001, including: (i) complying with Australian Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and (ii) giving a true and fair view of the Fund s financial position as at and of its performance for the financial period ended on that date. (b) There are reasonable grounds to believe that the Fund will be able to pay its debts as and when they become due and payable. (c) Note 2(a) confirms that the financial statements also comply with the International Financial Reporting Standards as issued by the International Accounting Standards Board. This declaration is made in accordance with a resolution of the directors of Equity Trustees Limited through a delegated authority given by the Equity Trustees Limited s Board. Philip D Gentry Chairman Melbourne 2 November