Summary Financial Information

Transcription

1 SUMMARY FINANCIAL INFORMATION You should read the following summary historical combined financial information for the periods and as at the dates indicated in conjunction with the section of this offering document entitled Management s Discussion and Analysis of Financial Condition and Results of Operations and our combined financial statements, the accompanying notes and the related auditor s report included elsewhere in this offering document. Our financial statements are reported in Singapore dollars and are prepared and presented in accordance with SFRS. The summary combined financial information as of and for the years ended December 31, 2006, 2007 and 2008 have been derived from our audited historical combined financial statements included elsewhere in this offering document and are qualified in their entirety by reference to those financial statements and the notes thereto. The summary combined financial information as of and for the nine-month periods ended, 2008 and 2009 have been derived from our unaudited interim combined financial statements for the nine months ended, 2008 and 2009 included in this offering document. We have prepared the unaudited interim combined financial statements on the same basis as our audited combined financial statements. The unaudited combined financial statements include all adjustments, consisting only of normal and recurring adjustments, which we consider necessary for a fair presentation of our financial position and operating results for the periods presented. Our historical results for any prior or interim periods are not necessarily indicative of results to be expected for a full fiscal year or for any future period. Our financial statements included in this offering document as of and for the years ended December 31, 2006, 2007 and 2008, and the nine months ended, 2008 and 2009 have been prepared as if the Corporate Reorganization had occurred as at the beginning of the earliest period presented. Accordingly, the assets, liabilities and results of the entities under common control that are transferred into the Group in connection with the Corporate Reorganization are included in the Group s combined financial statements as at the beginning of the earliest period presented. However, for the purposes of preparing our statutory consolidated financial statements as of and for the year ending December 31, 2009 and subsequent periods, we intend to consolidate the financial statements of our entities under common control into the Group from the date of completion of the Corporate Reorganization, November 16, 2009, and not any earlier date. We do not intend to restate the comparative historical information appearing in our statutory consolidated financial statements for future periods, nor do we intend to adjust the results of the Group for periods prior to the date of completion of the Corporate Reorganization. Therefore, our statutory consolidated financial statements and SGXNET financial announcements for the year ending December 31, 2009 and subsequent periods will (unlike the financial statements included in this offering document) not include the assets, liabilities and results of the entities transferred into the Group in the Corporate Reorganization prior to the completion date of November 16, 2009, and hence the combined financial information included in this offering document will not be comparable to our statutory consolidated financial statements and our SGXNET financial announcements for the year ending December 31, 2009 and subsequent periods. We intend to prepare and report our financial statements only in accordance with SFRS in subsequent periods. SFRS reporting practices and accounting principles differ in certain respects from US GAAP. For a discussion of differences between SFRS and US GAAP that are relevant to us, see Summary of Certain Differences between SFRS and US GAAP. 36

2 SUMMARY COMBINED INCOME STATEMENTS INFORMATION Year Ended December S$ S$ S$ US$ S$ S$ US$ (in thousands, except earnings per share) Revenue , , , , , , ,332 Cost of sales (77,814) (72,123) (89,308) (63,339) (64,224) (70,707) (50,147) Gross profit... 53,029 97, , , , ,621 96,185 Other operating income , , ,714 84,904 87,598 75,390 53,468 Other expenses (53,743) (93,515) (103,629) (73,496) (73,713) (176,282) (125,023) Finance costs (77,164) (106,815) (158,202) (112,200) (118,943) (92,144) (65,350) Share of results (net of tax) of: - Associates , , , , ,157 (53,938) (38,254) - Jointly-controlled entities (11,137) (2,998) (2,126) (3,152) 365, ,340 Profit before taxation , , , , , , ,366 Income tax expense (15,352) (29,212) (31,361) (22,242) (22,718) (11,023) (7,818) Profit for the year/period... 99, , , , , , ,548 Attributable to: Equity holder of the Company , , , , , , ,408 Minority interests (12,797) (342) 2,503 1,775 (1,175) (1,213) (860) Profit for the year/period... 99, , , , , , ,548 Earnings per share (1) (cents) - Basic and diluted Weighted average number of shares (2) , , , , ,325 1,191,330 1,191,330 Notes: (1) The number of shares we use to calculate earnings per share takes into account the issued shares of the Company and the number of shares issued to acquire the equity interest of those entities transferred into the Group under common control as if the Corporate Reorganization had occurred as of the earliest period presented. See Our History, Corporate Reorganization, Capitalization and Asset Swap and Divestment. (2) See Share Capital and Shareholders, note 28 of Appendix E Combined Financial Statements of our Group for the Years Ended December 31, 2006, 2007 and 2008 with Independent Auditor s Report Thereon and note 20 of Appendix F Unaudited Interim Combined Financial Statements of our Group for the, 2008 and 2009 with Reporting Accountant s Review Report Thereon. 37

3 SUMMARY COMBINED BALANCE SHEETS INFORMATION As of December 31 As of S$ S$ S$ US$ S$ US$ Non-current assets Investment properties ,036 1,047,321 1,390, ,919 1,367, ,659 Properties under development , , , ,014 77,315 Associates ,313,863 2,279,369 2,836,406 2,011,635 3,049,129 2,162,503 Jointly-controlled entities , , , , , ,752 Other investments , , , , , ,157 Other non-current assets ,179 14,318 18,115 12,848 16,567 11,750 2,393,772 3,964,911 4,913,149 3,484,503 5,298,972 3,758,136 Current assets Trade receivables, deposits, prepayments and other receivables , , , , , ,483 Cash and cash equivalents (1) , , , , , , , , , ,293 1,056, ,212 Total assets... 3,280,318 4,656,522 5,486,022 3,890,796 6,355,361 4,507,348 Equity attributable to equity holder of the Company Share capital ,000 50,000 1,000, ,220 1,000, ,220 Reserves , , , , , , , ,782 1,836,664 1,302,599 1,945,302 1,379,647 Minority interests ,368 46,390 52,080 36,936 48,620 34,482 Total equity , ,172 1,888,744 1,339,535 1,993,922 1,414,129 Non-current liabilities Financial liabilities , ,481 1,648,157 1,168,906 2,347,208 1,664,687 Other non-current liabilities ,899 76,667 51,305 36,386 48,310 34, , ,148 1,699,462 1,205,292 2,395,518 1,698,949 Current liabilities Financial liabilities ,058,857 2,753,897 1,351, ,759 1,455,990 1,032,617 Other current liabilities ,077, , , , , ,653 2,136,748 3,426,202 1,897,816 1,345,969 1,965,921 1,394,270 Total liabilities... 2,637,153 3,928,350 3,597,278 2,551,261 4,361,439 3,093,219 Total equity and liabilities... 3,280,318 4,656,522 5,486,022 3,890,796 6,355,361 4,507,348 (1) Includes certain bank balances of subsidiaries which have been pledged with banks as security. 38

4 SUMMARY COMBINED STATEMENTS OF CASH FLOWS INFORMATION Year Ended December S$ S$ S$ US$ S$ S$ US$ Cash flows from operating activities.. 25,698 77,002 63,690 45,170 44,487 79,680 56,511 Cash flows from investing activities.. (836,878) (704,178) (779,001) (552,483) (685,651) (380,213) (269,655) Cash flows from financing activities.. 868, , , , , , ,547 Net increase/(decrease) in cash and cash equivalents... 57,414 (19,391) 13,081 9,277 (118,818) 379, ,403 Effect of exchange rate changes on cash balances held in foreign currencies (1,648) (399) 1, (2,124) (4,125) (2,926) Cash and cash equivalents at beginning of year/period , , ,096 94, , , ,594 Cash and cash equivalents (1) at end of year/period , , , ,593 12, , ,071 (1) Excludes certain bank balances of subsidiaries which have been pledged with banks as security. 39

5 SUMMARY PRO FORMA FINANCIAL INFORMATION We have prepared and presented our summary pro forma financial information based on our historical combined financial statements as of, and for the year ended, December 31, 2008 and as of, and for the nine-month period ended, 2009, to illustrate the effect of the Capitalization as described in Our History, Corporate Reorganization, Capitalization and Asset Swap and Divestment The Capitalization as if the Capitalization had occurred on January 1, 2008 for our summary pro forma income statement information and summary pro forma statements of cash flows information, and as of December 31, 2008 and, 2009 respectively for our summary pro forma balance sheet information. The summary pro forma financial information as of and for the year ended December 31, 2008, and as of and for the nine-month period ended, 2009 have been derived from our unaudited pro forma financial statements included elsewhere in this offering document and are qualified in their entirety by reference to those financial statements and the notes thereto. SUMMARY PRO FORMA INCOME STATEMENTS INFORMATION (1) Year Ended December S$ US$ S$ US$ (in thousands, except earnings per share) Revenue , , , ,332 Cost of sales (89,308) (63,339) (70,707) (50,147) Gross profit , , ,621 96,185 Other operating income ,246 78,898 68,738 48,750 Other expenses (103,629) (73,496) (176,282) (125,023) Finance costs (23,404) (16,598) (15,398) (10,920) Share of results (net of tax) of - Associates , ,312 (53,938) (38,254) - Jointly-controlled entities (2,998) (2,126) 365, ,340 Profit before taxation , , , ,078 Income tax expense (40,687) (28,856) (19,534) (13,854) Profit for the year/period , , , ,224 Attributable to: Equity holder of the Company , , , ,084 Minority interests ,503 1,775 (1,213) (860) Profit for the year/period , , , ,224 Earnings per share (2) (cents) - Basic and diluted Weighted average number of shares... 3,078,980 3,078,980 3,884,000 3,884,000 Notes: (1) The pro forma income statements of the Group for the year ended December 31, 2008 and the nine months ended, 2009 are presented assuming the Capitalization as described in Our History, Corporate Reorganization, Capitalization and Asset Swap and Divestment had occurred on January 1, (2) The number of shares we use to calculate earnings per share takes into account the issued shares of the Company and the number of shares issued to acquire the equity interest of those entities transferred into the Group under common control as part of the Corporate Reorganization. See Our History, Corporate Reorganization, Capitalization and Asset Swap and Divestment. 40

6 SUMMARY PRO FORMA BALANCE SHEETS INFORMATION (1) As of December 31 As of S$ US$ S$ US$ Non-current assets Investment properties ,390, ,919 1,367, ,659 Properties under development , , ,014 77,315 Associates ,836,406 2,011,635 3,049,129 2,162,503 Jointly-controlled entities , , , ,752 Other investments , , , ,157 Other non-current assets ,115 12,848 16,567 11,750 4,913,149 3,484,503 5,298,972 3,758,136 Current assets Other current assets , , , ,271 Cash and cash equivalents , , , ,445 1,137, ,633 1,028, ,716 Total assets... 6,050,501 4,291,136 6,327,872 4,487,852 Equity attributable to equity holder of the Company Share capital ,592,259 3,256,921 4,592,259 3,256,921 Reserves , , , ,808 5,189,760 3,680,681 5,298,398 3,757,729 Minority interests ,080 36,936 48,620 34,482 Total equity... 5,241,840 3,717,617 5,347,018 3,792,211 Non-current liabilities Financial liabilities ,767 87, , ,633 Other non-current liabilities ,305 36,387 48,310 34, , , , ,895 Current liabilities Financial liabilities ,395 76,876 10,408 7,382 Other current liabilities , , , , , , , ,746 Total liabilities , , , ,641 Total equity and liabilities... 6,050,501 4,291,136 6,327,872 4,487,852 (1) The pro forma balance sheets of the Group as of December 31, 2008 and, 2009 are presented assuming the Capitalization as described in Our History, Corporate Reorganization, Capitalization and Asset Swap and Divestment had occurred as at the relevant dates presented. 41

7 SUMMARY PRO FORMA STATEMENTS OF CASH FLOWS INFORMATION (1) Year Ended December S$ US$ S$ US$ Cash flows from operating activities ,222 39,165 73,028 51,793 Cash flows from investing activities (779,001) (552,483) (380,213) (269,655) Cash flows from financing activities ,528,479 1,084, , ,651 Net increase/(decrease) in cash and cash equivalents , ,710 (73,617) (52,211) Effect of exchange rate changes on cash balances held in foreign currencies , (4,125) (2,926) Cash and cash equivalents at the beginning of year/period ,096 94, , ,026 Cash and cash equivalents (1) at the end of year/period , , , ,889 (1) The pro forma statements of cash flows of the Group for the year ended December 31, 2008 and the nine months ended, 2009 are presented assuming the Capitalization as described in Our History, Corporate Reorganization, Capitalization and Asset Swap and Divestment had occurred on January 1,