Corporate Section · royalty income was 7% lower at US$44.6 million compared to US$48.2 million in...

The Royal Horseguards

ANNUAL REPORT 2013GUOCOLEISURE LIMITEDCorporate Section

CONTENTS

The Clermont Club

Corporate Profile 1Corporate Information 2Guoman & Thistle Hotel Locations 3Chairman’s Statement 4Board of Directors 6Management Team 8

Corporate Governance Report 9Financials 17Additional Information 68 Directors’ and Substantial Shareholders’ Interests 69 Statistics of Shareholdings 70Notice of Annual General Meeting 71

Charing Cross Hotel

The Clermont Club


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ANNUAL REPORT 2013GUOCOLEISURE LIMITED

Corporate Section

GUOCOLEISURE LIMITED

An international investment company, GuocoLeisure Limited (“Company”) has a primary listing on the Singapore Exchange, with a secondary listing on the New Zealand Exchange.

The Company’s primary role is as an investor with strategic shareholdings and active investment management aimed at extracting and maximising shareholder value.

The Royal Horseguards, Whitehall Suite

The Royal Horseguards Hotel The Cumberland Hotel Thistle Hyde Park

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CORpORaTE InfORMaTIOnBOaRD Of DIRECTORSQuek Leng Chan(Non-Independent)Executive ChairmanPhilip Burdon(Independent)Deputy ChairmanPremod Paul Thomas(Non-Independent)Executive Director Kwek Leng Hai(Non-Independent)Non-Executive DirectorPaul Brough(Independent) Non-Executive Director Jennie Chua(Independent) Non-Executive Director Timothy Teo Lai Wah(Independent) Non-Executive Director

aUDIT anD RISK ManaGEMEnT COMMITTEETimothy Teo Lai Wah, ChairmanKwek Leng HaiPaul Brough

REMUnERaTIOn COMMITTEEPhilip Burdon, ChairmanQuek Leng ChanJennie Chua

nOMInaTInG COMMITTEEPhilip Burdon, ChairmanQuek Leng ChanJennie Chua

GROUp COMpany SECRETaRySusan Lim

REGISTERED OffICECanon’s Court22 Victoria StreetHamilton HM 12, BermudaTel : (441) 295 1443Fax : (441) 292 8666

aUDITORSKpMG LLp16 Raffles Quay #22-00Hong Leong BuildingSingapore 048581Partner in charge: Simon Lambert(appointed during the financial year ended 30 June 2010)

ShaRE REGISTRaRS anD TRanSfER OffICES

BERMUDaappleby Services (Bermuda) LtdCanon’s Court 22 Victoria StreetHamilton HM 12, BermudaTel : (441) 295 1443Fax : (441) 292 8666

SInGapOREM & C Services private Limited 112 Robinson Road #05-01Singapore 068902Tel : (65) 6227 6660Fax : (65) 6225 1452

nEw ZEaLanDComputershare Investor Services LimitedPrivate Bag 92119Auckland 1142Level 2, 159 Hurstmere RoadTakapuna, Auckland 0622New ZealandTel : (649) 488 8777Fax : (649) 488 8787Email : [email protected](Please quote your CSN or shareholder number when making inquiries)

Note to all shareholders who are on the NZ register

Manage your NZ register shareholding online: Update your address or payment instructions and view your investment portfolio including transactions by visiting www.investorcentre.com/nz (for security purposes, you will need your investor number and FIN to access this service)

CORpORaTE OffICES

SInGapOREGuocoLeisure Limited 9 Temasek Boulevard #11-01Suntec Tower TwoSingapore 038989Tel : (65) 6438 0002Fax : (65) 6435 0040Email : [email protected] : www.guocoleisure.com

UnITED KInGDOMGLh hotels Limited (fka. Guoman hotels Limited)Stephenson House, 75 Hampstead RoadLondon, NW1 2PLUnited KingdomTel : (44) 20 7554 3890Fax : (44) 845 040 5768 Website : www.glhhotels.com www.guoman.com www.thistle.com

GLh hotels Management (UK) Limited (fka Guoman hotel Management (UK) Limited) 36 Cambridge Street, Glasgow, G2 3HNScotlandTel : (44) 871 376 9043 Clermont Leisure (UK) Limited Stephenson House, 75 Hampstead RoadLondon, NW1 2PLUnited KingdomTel : (44) 20 7554 3890Fax : (44) 845 040 5768 Website : www.clermontleisure.com

UnITED STaTES Of aMERICaMolokai properties Limited 1003 Bishop Street, Suite 1170 Honolulu, Hawaii 96813United States of America Tel : 1 (808) 534 9523Fax : 1 (808) 521 2279

aUSTRaLIaBIL australia pty Limited 22 Emerstan Drive, Castle Cove,NSW 2069, AustraliaTel : (612) 9882 1255Fax : (612) 9882 1266

fIjITabua Investments Limited Box PD67, Port Denarau, Nadi, Fiji Tel : (679) 675 0251Fax : (679) 675 0023

nEw ZEaLanDBrierley holdings Limited144 St Johns RoadSt Johns, AucklandNew ZealandTel : (6421) 927700

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Corporate Section

GUOMan & ThISTLE hOTEL LOCaTIOnSGUOMAN HOTELS

LONDON HOTEL TELEPHONE ROOMS

City The Tower (44) 845 305 8335 801Marble Arch The Cumberland (44) 845 305 8314 1019The Strand Charing Cross (44) 845 305 8312 239Whitehall The Royal Horseguards (44) 845 305 8332 282Victoria The Grosvenor Hotel, Victoria (44) 845 305 8337 346

THISTLE HOTELS

LONDON HOTEL TELEPHONE ROOMS

Bayswater Thistle Kensington Gardens (44) 845 305 8324 175Bloomsbury Thistle Holborn, The Kingsley (44) 845 305 8306 129Bloomsbury Bloomsbury Park (44) 845 305 8307 95City Thistle City Barbican (44) 845 305 8304 463Euston Thistle Euston (44) 845 305 8317 362Heathrow Airport Thistle London Heathrow (44) 845 305 8321 264Lancaster Gate Thistle Hyde Park (44) 845 305 8322 54Marble Arch Thistle Marble Arch (44) 845 305 8327 692Piccadilly Thistle Piccadilly (44) 845 305 8330 82Trafalgar Square Thistle Trafalgar Square (44) 845 305 8336 108

REST OF ENGLAND HOTEL TELEPHONE ROOMS

Birmingham Thistle Birmingham City, The Royal Angus (44) 845 305 8305 133Dartford Thistle Brands Hatch (44) 845 305 8308 121Brighton Thistle Brighton (44) 845 305 8309 210Bristol Thistle Bristol, The Grand (44) 845 305 8310 182Cheltenham Thistle Cheltenham (44) 845 305 8313 122Exeter Thistle Exeter, The Rougemont (44) 845 305 8318 98Derby Thistle East Midlands Airport (44) 845 305 8315 164Haydock Thistle Haydock (44) 845 305 8320 137Liverpool Thistle Liverpool, Atlantic Tower (44) 845 305 8325 225Manchester Thistle Manchester, The Portland (44) 845 305 8326 204Middlesbrough Thistle Middlesbrough (44) 845 305 8328 132Newcastle Thistle Newcastle, The County Hotel (44) 845 305 8329 114Poole Thistle Poole (44) 845 305 8331 70St Albans Thistle St Albans (44) 845 305 8333 110

SCOTLAND HOTEL TELEPHONE ROOMS

Aberdeen Thistle Aberdeen, The Caledonian (44) 845 305 8303 83Aberdeen Airport Thistle Aberdeen Airport (44) 845 305 8301 147Aberdeen Altens Thistle Aberdeen Altens (44) 845 305 8302 216Edinburgh Thistle Edinburgh, The King James (44) 845 305 8316 143Glasgow Thistle Glasgow (44) 845 305 8319 300Inverness Thistle Inverness (44) 845 305 8323 118

WALES HOTEL TELEPHONE ROOMS

Cardiff Thistle Cardiff, The Parc Hotel (44) 845 305 8311 140

MALAYSIA HOTEL TELEPHONE ROOMS

Port Dickson Thistle Port Dickson (606) 648 2828 251Johor Bahru Thistle Johor Bahru (607) 222 9234 382

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Charing Cross - Betjeman Suite

Thistle Marble Arch – Board RoomThe Cumberland - Private Dining RoomThe Royal Horseguards, Whitehall Suite 2

ChaIRMan’S STaTEMEnT

The financial year ended 30 June 2013 was a challenging one for GuocoLeisure Limited and its subsidiaries (collectively “Group”). Even though revenues saw a modest growth of 3% from US$369.8 million to US$380.3 million, profit before tax declined by 25% from US$78.3 million for the financial year ended 30 June 2012 (“FY2012”) to US$59.1 million due to a combination of factors, including one off gains in FY2012, investments in new personnel and key strategic initiatives.

Our hospitality business in the UK continues to be challenging. The business benefited from the 2012 Summer Olympics in London but

did not achieve the results initially expected due to over-supply and a general ‘stay-away’ effect in line with the rest of the industry. Trading was also affected by a colder and longer than usual winter which dampened the demand for travel and lodging. A new CEO was appointed for the hospitality business in August 2012 and we recently launched a new corporate identity with plans to introduce new brands over the next year.

Looking ahead, we believe that the appointment of a new hospitality CEO and the rebranding plans will provide the Company with a firm base going forward. We will continue to focus on

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Corporate Section

efforts to increase the player base for The Clermont Club. We have launched new business initiatives for Molokai properties, but these are longer term ventures. The sale of our land in Denarau Island, Fiji was completed recently, and the disposal of our remaining asset in Fiji is ongoing.

The Group is expected to perform satisfactorily, and continues to be financially strong with the ability to meet all its obligations while maintaining a conservative equity-to-debt ratio.

GUOMan hOTELS

The Group’s hospitality division was renamed glh. in June 2013 as part of a strategy for the transformation of the business into a world-class global hospitality entity.

Its owner-operator strategy will focus on major global cities with a ten-year ambition to deliver the best guest-centred experience in the industry and launch new globally-distinctive brands in the luxury, upscale and value segments.

It currently operates two hotel brands - Guoman Hotel, an exclusive collection of premium hotels located in central London, and Thistle, an award-winning chain of quality full-service hotels throughout the UK and in Malaysia.

During FY2013, twelve hotels were awarded the Trip Advisor Certificate of Excellence and The Royal Horseguards Hotel was voted amongst Britain’s top 35 hotels by Conde Nast Traveller readers in their 25th annual Readers’ Choice Awards.

glh. has made fresh investments in its IT infrastructure and has been providing fast, free, easy Wi-Fi access to guests in its London hotels since the start of 2013, with all properties moving to free Wi-Fi by the end of August 2013.

CLERMOnT LEISURE

Clermont Leisure (UK) Limited is the Group’s investment in the UK gaming industry. It owns and operates The Clermont Club (“TCC”), an exclusive casino in Mayfair, London. TCC has been concentrating on growing its clientele and player base through various personalised marketing efforts. FY2013 was a challenging year due to heightened competition among market participants.

TCC is constantly reviewing its operating strategies and, recognising the fall in last year’s figures, has taken a number of positive actions to increase its player base.

BaSS STRaIT OIL ROyaLTy

Discounting the one off gains from a legal settlement in FY2012, royalty income was 7% lower at US$44.6 million compared to US$48.2 million in FY2012. Production from the Bass Strait is now in its 45th year and it is anticipated, based on current estimates, that this will continue for at least another 25 years with new discoveries and facilities, but with a shift from oil to gas production over the medium term. Lower royalties were due to lower average crude oil prices and production for FY2013. This was mitigated in part by higher royalty contributions from gas due to better gas prices and production in this financial year as compared to FY2012.

The contribution mix between oil and gas was 51%:49% during the year.

MOLOKaI pROpERTIES

During the year, Molokai Ranch made progress in re-establishing support from the community of Molokai island through its focus on 4 key areas - animal husbandry, green energy, property development and farm leases.

It is expected that these initiatives will capture a larger portion of the State of Hawaii tourism market as well as appeal to a growing population that desires an eco-friendly environment and an active lifestyle and has an appreciation of indigenous culture.

During the course of the year, Molokai Ranch introduced a new logo and tagline. The tagline “Treasured Heritage. Vibrant Future.” is designed to communicate its key message and brand promise to stakeholders on the island.

DEnaRaU pROpERTIES

Tabua Investments Limited holds the Group’s residual real estate investments in Denarau, Fiji. The Group is exiting its remaining assets in the country.

DIRECTORS

We extend a warm welcome to Mr Timothy Teo, who joined the Board on 1 July 2013. Mr Teo has also been appointed Chairman of the Audit and Risk Management Committee. He will be nominated for re-election at the Company’s forthcoming Annual General Meeting on 25 October 2013. If re-elected, Mr Teo will remain the Chairman of the Audit and Risk Management Committee.

I am sure the Company will benefit from Mr Teo’s extensive expertise and experience.

SUMMaRy

The Board is recommending that a first and final dividend of SGD 2.0 cents per share be declared for FY2013.

Finally, on behalf of the Board, I wish to express our sincere appreciation to the management and employees of the Group for their hard work and dedication over the course of FY2013. I would also like to thank our shareholders, customers and business partners for their continued support of the Group.

Quek Leng ChanExecutive Chairman

29 August 2013

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BOaRD Of DIRECTORSQUEK LEnG Chan, 70(Non-Independent)Executive ChairmanMember, Remuneration CommitteeMember, Nominating Committee

Date of first appointment as a director: 19 August 1997Proposed for re-election at the AGM on 25 October 2013

Mr Quek is the Chairman and Chief Executive Officer of Hong Leong Company (Malaysia) Berhad (“hLCM”) and he sits on the boards of the major public listed companies of HLCM. He is also the Executive Chairman of Guoco Group Limited (the Company’s holding company).

He has extensive business experience in various business sectors, including financial services, manufacturing and real estate.

Mr Quek qualified as a Barrister-at-Law from Middle Temple, United Kingdom.

pREMOD paUL ThOMaS, 56(Non-Independent)Executive Director

Date of first appointment as a director: 1 December 2011Date of last re-election as a director: 12 October 2012

Mr Thomas joined the Group in July 2011 as its Chief Financial Officer and in December 2011, assumed the role of Executive Director.

He began his career with Bank of America where he spent 12 years. He subsequently worked with Singapore’s Temasek Group as Director, Finance with its subsidiary, Singapore Technologies Pte Ltd and as Managing Director, Strategic Investments with Temasek Holdings (Private) Limited. He joined the Hong Leong Malaysia Group of Companies in 2009 as CFO of Hong Leong Bank. He has wide ranging experience in corporate finance, capital raising and risk management. He has lived and worked in India, Indonesia, Malaysia and Singapore.

Mr Thomas holds a Masters in Business Administration from the Indian Institute of Management, Ahmedabad and a Bachelor of Commerce degree from Loyola College, Madras.

phILIp BURDOn, 74(Independent)Deputy ChairmanChairman, Remuneration CommitteeChairman, Nominating Committee

Date of first appointment as a director: 10 November 1998Proposed for re-election at the AGM on 25 October 2013

Mr Burdon is respected as a successful businessman and distinguished politician in New Zealand. He was a senior Cabinet Minister in the New Zealand Government from 1990 to 1996 holding key trade and commerce portfolios.

He was previously a director of Superannuation Investments Limited, MFL Mutual Fund Limited, ING Property Trust Management Limited and IAG Ltd.

Mr Burdon graduated in law from Canterbury University, New Zealand.

KwEK LEnG haI, 60(Non-Independent)Non-Executive DirectorMember, Audit and Risk Management Committee

Date of first appointment as a director: 17 May 2005Date of last re-election as a director: 14 October 2011

Mr Kwek is the President and Chief Executive Officer of Guoco Group Limited. His directorships in other public listed companies include Hong Leong Bank Berhad, GuocoLand Limited and Lam Soon (Hong Kong) Limited. He is also a director of Bank of Chengdu Co., Ltd.

He has extensive experience in financial services, manufacturing and business.

Mr Kwek qualified as a Chartered Accountant with the Institute of Chartered Accountants in England and Wales.

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Corporate Section

paUL BROUGh, 56(Independent)Non-Executive DirectorMember, Audit and Risk Management Committee

Date of first appointment as a director: 1 July 2012Date of last re-election as a director:12 October 2012

Mr Brough is Chairman and Chief Executive Officer of Emerald Plantation Holdings Limited (Emerald), a forestry group with operations in China, New Zealand and South America. He is a non-executive director of Greenheart Group Limited, a subsidiary of Emerald listed on the Hong Kong Stock Exchange. He was also Chairman of the European Chamber of Commerce in Hong Kong for 2012. Mr Brough joined KPMG Hong Kong in 1983 and held appointments as its Head of Consulting in 1995 and as Head of Financial Advisory Services in 1997. In 1999, he was appointed the Asia Pacific Head of KPMG’s Financial Advisory Services and a member of its global advisory steering group. He held the position of Regional Senior Partner of KPMG Hong Kong from 2009 before retiring in March 2012.

Mr Brough is an associate of the Institute of Chartered Accountants in England and Wales, an associate of the Hong Kong Institute of Certified Public Accountants and an associate of the Hong Kong Securities Institute.

jEnnIE ChUa, 69(Independent)Non-Executive DirectorMember, Remuneration CommitteeMember, Nominating Committee

Date of first appointment as a director: 1 August 2012Date of last re-election as a director: 12 October 2012

Ms Chua is a board member of CapitaMalls Asia Limited and a Board Director of ISS A/S & ISS World Services A/S (headquartered in Denmark). She is Chairman of Alexandra Health/Khoo Teck Puat Hospital, Community Chest of Singapore, Sentosa Cove, Singapore Film Commission, International Advisory Council for Tourism, Tourism Skills & Training Council and The Arts House as well as the co-chair of the Governing Council of the Institute of Service Excellence. In addition to the aforesaid, Ms Chua is a Board member of the CapitaLand Hope Foundation and Deputy Chairman of Temasek Foundation.

Ms Chua is a member of Singapore’s Pro-Enterprise Panel and a Board Director of Ministry of Health Holdings Pte Ltd. She also sits on the Board of Trustees of Nanyang Technological University, Singapore and MOH Holdings Healthcare Infrastructure and Planning Committee.

Ms Chua is a Justice of the Peace, Singapore’s Non-Resident Ambassador to The Slovak Republic and Singapore’s Non-Resident Ambassador to the United States of Mexico.

Ms Chua holds a Bachelor of Science degree from the School of Hotel Administration, Cornell University, New York, USA.

Awards and accolades which she has received include three Singapore National Day Awards, President’s Volunteerism & Philanthropy Awards 2012 (President’s Special Recognition Award), the Outstanding Contribution to Tourism Award 2006, Women’s World Excellence Awards 2006, Travel Personality of the Year Award 2005.

TIMOThy TEO LaI wah, 61(Independent)Non-Executive DirectorChairman, Audit and Risk Management Committee

Date of first appointment as a director: 1 July 2013Proposed for re-election at the AGM on 25 October 2013

Mr Teo serves on the boards of statutory boards and charities such as St Luke Elder Care, National Library Board and The Library Fund. Besides these appointments, Mr Teo is also a Board member of another listed company, GuocoLand Limited.

Mr Teo was Director in charge of foreign exchange, money market, gold and commodities management in Government of Singapore Investment Corp, Singapore from 1998 to 2007. Prior to this, he was Director of Nuri Holdings (S) Pte Ltd, Singapore as consultant for risk management in Jakarta and Los Angeles from 1994 to 1998. Mr Teo was also with JP Morgan for 20 years in various overseas locations at senior management level (Managing Director) in Global Markets.

He was previously a director of Transcu Ltd, Elektromotive Ltd and Ley Choon Group Holdings Ltd (fka Ultro Technologies Ltd).

Mr Teo holds a Masters Degree in Business Administration from Macquarie University, Sydney, Australia.

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ManaGEMEnT TEaMCORpORaTE OffICE

premod paul Thomas Chief Financial Officer

Please refer to his biography in the section “Board of Directors” on page 6.

Susan LimGroup Legal Counsel/Group Company Secretary

Ms Susan Lim joined the Company in May 2013.

In the early years of her career, Ms Lim practiced as a litigator. She made the switch from private practice to an in-house counsel position in 1993 when she joined the Pontiac Land Group, a real estate development and hospitality group. In 2004, Ms Lim left Pontiac to join Pacific Star Holdings Pte. Ltd., which provides investment advisory and asset management services for Asian real estate and where she served as an Executive Vice President and headed the Legal Department. From 2010 until April 2013, Ms Lim was Senior Director, Legal & Secretariat at KOP Properties Pte. Ltd., a company with real estate, hospitality and lifestyle business interests.

Ms Lim read law at the National University of Singapore and is called to the Singapore Bar.

BUSInESS UnITS

Michael Bernard DenomaChief Executive Officer, GLH Hotels Limited

Mr DeNoma joined the Group on 1 August 2012.

He started his career at Procter & Gamble before moving on to Pepsico Inc. He joined Citibank in 1990 and thereafter Standard Chartered Plc in 1999 where he was a Board Director and Chief Executive Officer of the Global Consumer Bank for nearly a decade. He was Chairman and Chief Executive Officer during his time at China Trust Commercial Bank Ltd from 2009 to 2012. Mr DeNoma founded Asia Foods Limited and served as its Chief Executive Officer. He had also served as the Chief Operating and Marketing Officer at Hutchison Whampoa.

Mr DeNoma was a member of the board of Trustees for Singapore Management University and is currently a Director of the International Center for Missing and Exploited Children.

He holds a Bachelor of Arts degree from Ohio University and a Master of Business Administration from the Wharton Business School.

asem abdinVice President, International Marketing, Clermont Leisure

Mr Abdin joined the Group in February 2007, bringing with him more than 35 years of experience in international marketing for casinos. He has held senior management positions with various top casinos in London, Sun International in Morocco and MGM Mirage International in Las Vegas.

Mr Abdin has a Bachelor of Arts degree in Social Science from the University of Alexandria, Egypt.

Clay RumbaoaExecutive Director, Molokai Properties

Mr Rumbaoa joined the Group in November 2011, having responsibility for the overall strategic and operational management of the Group’s investments in Molokai. Prior to joining the Group, he worked for 6 years as Director of Development for Castle & Cooke Resorts on the island of Lanai (Hawaii). His responsibilities included development entitlements, planning, design, construction and community involvement.

Mr Rumbaoa has more than 25 years’ experience in land development in urban, rural and island settings, especially in addressing and diffusing challenging community groups. Currently, Mr Rumbaoa is an advisory member of the Molokai Chamber of Commerce as well as a member of the Oahu chapter. In addition, he has immersed himself in the various branches of local and state government in order to insure that the interests of Molokai Ranch are not overlooked.

Mr Rumbaoa holds a Bachelor of Science degree in Civil Engineering from Bradley University, as well as a Contractor’s License.

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Corporate Section

The Group is committed to maintaining high standards of corporate governance. The Board firmly believes that the professionalism, integrity and commitment of the Company’s Board members and the Group’s employees, supported by a rigorous system of policies and internal controls, promotes long term value creation and maximises returns for shareholders.

The Code of Corporate Governance 2012 (“2012 Code”) was issued on 2 May 2012. Although the 2012 Code is applicable to the Company only in respect of the financial year ending 30 June 2014 (“FY2014”), the Company has already adopted a number of the principles and guidelines of the 2012 Code. It will continue to implement the principles set out in the 2012 Code in FY2014.

(a) BOaRD MaTTERS

Principle 1 : The Board’s Conduct of Affairs

The Board is responsible for the Group’s overall business plans, strategic directions and financial performance. The Board focuses on the following key areas:

• Providing entrepreneurial leadership and strategic direction to the Group, including reviewing and approving of major investments, divestments, acquisitions and disposals, restructuring, material contracts and other matters of significance;

• Overseeing the conduct of the Group’s businesses, including assuming overall responsibility for corporate governance and evaluating the adequacy of internal controls, risk management, financial reporting and compliance.

The Board’s approval is required on, inter alia, strategic business and financial plans, major investments and divestments and other material transactions not in the ordinary course of the Company’s business as well as financing and banking arrangements.

The Board is supported by the following Board Committees which assist the Board in the discharge of its oversight function:

• Audit and Risk Management Committee (“Audit Committee”);• Nominating Committee; and• Remuneration Committee.

The composition of the various Board Committees of the Company is:

Board Member Board Membership Audit Committee Nominating Committee Remuneration CommitteeQuek Leng Chan Non-Independent

Executive ChairmanMember Member

Philip Burdon1 IndependentDeputy Chairman

Chairman Chairman

Premod Paul Thomas Non-IndependentExecutive Director

Kwek Leng Hai Non-IndependentNon-Executive Director

Member

Paul Jeremy Brough2 IndependentNon-Executive Director

Member

Jennie Chua3 IndependentNon-Executive Director

Member Member

Timothy Teo Lai Wah4 IndependentNon-Executive Director

Chairman

Notes:

1 Retired as member of the Audit Committee on 30 June 20132 Appointed member of the Audit Committee on 11 January 20133 Appointed member of the Nominating Committee on 28 June 20134 Appointed Director and Chairman of the Audit Committee on 1 July 2013

CORpORaTE GOVERnanCE REpORT

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Board meetings are scheduled in advance and are held at the minimum on a quarterly basis. Attendance at Board meetings via telephone or video conference are permitted under the Company’s Bye-laws.

In respect of FY2013, a total of four Board meetings were held. The Directors’ attendance at Board and Board Committee meetings for FY2013 is set out below.

Attendance at Board and Board Committee Meetings during FY2013Board Audit Committee Nominating Committee Remuneration Committee

No. of Meetings Held 4 4 1 2Board MembersQuek Leng Chan 4 N.A. 1 2Philip Burdon 4 4 1 2Premod Paul Thomas 4 N.A. N.A. N.A.Kwek Leng Hai 4 4 N.A. N.A.Reggie Thein1 3 3 1 1Sat Pal Khattar2 1 N.A. N.A. N.A.Paul Jeremy Brough3 4 2 N.A. N.A.Jennie Chua 3 N.A. N.A. 1

Notes:

1 Retired as Director of the Company on 30 June 2013 2 Retired from the Board on 12 October 2012 following the conclusion of the Annual General Meeting held on the same day3 Appointed member of the Audit Committee on 11 January 2013

All Directors are encouraged to attend, at the Company’s cost, relevant and useful seminars conducted by external organisations such as the Singapore Institute of Directors, to keep abreast of developments, particularly in areas of leadership, industry-related matters and corporate governance.

Principle 2 : Strong and Independent Board Exercising Objective Judgement

The Board currently comprises seven Directors, of whom five are non-executive. Of the five non-executive Directors, four are considered by the Nominating Committee and the Board to be Independent Directors based on the 2012 Code’s criteria for independence. The profiles of the Directors are found on pages 6 and 7 of the Annual Report.

The Board is of the view that the current Board size is appropriate, taking into account the nature and scope of the Company’s operations. The Board is able to exercise objective judgement on corporate affairs, independently of the view of the Management of the Company.

The Nominating Committee reviews the structure, size and composition of the Board. It reviews the composition of the Board to ensure that the Board comprises Directors who as a group possess core competencies required for the effectiveness of the Board, such as accounting or finance, legal, business or management experience, industry knowledge, strategic planning experience, and customer-based experience or knowledge.

As part of the continuing review of Board size and composition, the Board approved the appointment of Mr Timothy Teo Lai Wah on 1 July 2013 to supplement and strengthen the collective competency of the Board.

Principle 3 : Division of Responsibilities between Chairman and Chief Executive Officer

The Executive Chairman guides the Group on its strategic direction and oversees the effectiveness of the Management team. During Board meetings, he ensures that Board members engage in constructive debate on strategic issues and business planning.

The Executive Director and the other members of the Management team are responsible for the day-to-day operations of the Group’s business. Neither the Executive Director nor any other member of the Management team is related to the Executive Chairman.


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Corporate Section

Principle 4 : Formal and Transparent Process for Appointment of New Directors

The Nominating Committee comprises three Directors, two of whom, including its chairman, are independent. The Nominating Committee is chaired by Mr Philip Burdon and its other members are Mr Quek Leng Chan and Ms Jennie Chua. The chairman of the Nominating Committee is not associated with any substantial shareholder of the Company.

The Nominating Committee serves to provide a formal, transparent and objective procedure for appointing Board members. It has written terms of reference that describe the responsibilities of its members. The Nominating Committee reviews and makes recommendations to the Board on all Board appointments and on the composition of the Board. When a Board vacancy arises under any circumstance or where the Board would benefit from the services of a new Director with a particular skill, the Nominating Committee, in consultation with the Board, determines the selection criteria and selects potential candidates with the appropriate expertise and experience. The search will be made through search companies, contacts and recommendations. The Nominating Committee is also responsible for re-nominating Directors retiring by rotation as well as assessing annually the independence of the Directors. Although Mr Philip Burdon has served as non-executive Director for more than 9 years, the Nominating Committee is of the view that his long service has not compromised his ability to exercise independent business judgement and he can continue to be designated an independent director.

The re-election of Board members is the prerogative and right of all shareholders. The Company’s Bye-laws provide for every Director to retire at least once every three years. Principle 5 : Assessment of Effectiveness of Board

The Nominating Committee assesses the effectiveness of the Board as a whole and the contribution of each Director to the effectiveness of the Board. Objective performance criteria used to evaluate the Board’s performance include Directors’ attendance at meetings, their knowledge of the Group’s business and participation in boardroom discussions as well as their individual skills, knowledge and experience. The Nominating Committee considers the Directors’ commitments to ensure that they are able to devote adequate time and attention to their roles and functions as Board members.

Principle 6 : Access to Information

The Management of the Company provides the Board with timely and adequate information prior to Board meetings. This includes business plans and budgets, financial prospects and quarterly and annual financial statements and appropriate Board papers that include background or explanatory information relating to matters for consideration and which identify and fairly address key issues concerning the Group. Directors are updated regularly on key regulatory and accounting changes at Board meetings.

The Board and the Board Committees have separate and independent access to Management and the Group Company Secretary, who attends all Board and Board Committee meetings. The Group Company Secretary’s responsibilities include ensuring that Board procedures and applicable rules and regulations are complied with, as well as facilitating good information flow within the Board and the Board Committees and between Management and non-executive Directors.

The Board takes independent professional advice as and when necessary to enable it to discharge its duties effectively. The cost of such professional advice is borne by the Company.

(B) REMUnERaTIOn MaTTERS

Principle 7: Formal and Transparent Procedure for Executive and Director Remuneration

The Remuneration Committee of the Company is chaired by Mr Philip Burdon. Its other members are Mr Quek Leng Chan and Ms Jennie Chua. The Board believes that the current composition of the Remuneration Committee is adequate as the majority of its members, including the chairman of the committee, is non-executive and independent.


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The Remuneration Committee reviews the remuneration of the Directors and key executives to ensure that it is done in a transparent, systematic and objective manner. The Remuneration Committee also administers the GuocoLeisure Limited Executives’ Share Option Scheme 2008 (“ESOS 2008”) and approves the grant of share options to eligible executives. Details of ESOS 2008 can be found in Note 21 of the Notes to the Financial Statements on pages 51 to 53.

The Remuneration Committee’s recommendations regarding Directors’ and key executives’ remuneration are submitted to and endorsed by the Board.

Principle 8 : Competitive Reward System for Directors

All Directors who are not salaried directors of the Hong Leong Company (Malaysia) Berhad Group of companies are paid Directors’ fees. Each Director to whom Directors’ fees are payable, will receive a basic fee for serving as a member of the Board. He will receive an additional fee for the position he holds on any Board committee, depending on whether he served in the capacity of chairman of the Board committee or merely as a member. Where a position is held for part of a financial year, the fee payable for such position would be prorated accordingly.

The Board believes that payment of competitive and equitable Directors’ remuneration serves the Company’s need to attract and retain Directors with the necessary experience, capabilities and desired attributes who can contribute to the Company’s development and growth. Taking into account factors such as effort and time spent as well as the responsibilities of the Directors, the Board believes that the Directors’ fee structure is appropriate.

The payment of Directors’ fees is subject to the approval of the shareholders of the Company at each Annual General Meeting.

Principle 9 : Remuneration Policy

For FY2013, the Board recommends the sum of S$349,715 as Directors’ fees for its Directors. This is subject to the approval of shareholders at the Company’s Annual General Meeting to be held on 25 October 2013. The recommended remuneration of the Directors for FY2013 is as follows:

Total Remuneration & Name of Director

Breakdown of Remuneration in Percentage TermsDirectors’

FeesSalary &

Allowances Bonus BenefitsShare-based

RemunerationPension

Contributions Total

Above S$500,000Premod Paul Thomas1 - 69.6% 25.7% 4.7% - - 100%

Below S$250,000Philip Burdon 100% - - - - - 100%Reggie Thein2 100% - - - - - 100%Sat Pal Khattar3 100% - - - - - 100%Paul Jeremy Brough 4 100% - - - - - 100%Jennie Chua5 100% - - - - - 100%

Notes:

1 Full time employee of the Company 2 Retired as Director of the Company on 30 June 20133 Retired as Director of the Company on 12 October 20124 Appointed Director of the Company on 1 July 20125 Appointed Director of the Company on 1 August 2012


13 >>


Corporate Section

Key Executives’ Remuneration

The Company’s remuneration system for Management includes long-term incentives to better align executive compensation with value creation for shareholders.

In reviewing and determining the remuneration packages of Management, the Remuneration Committee considers their individual responsibilities, skills, expertise and contribution to the Group’s performance and whether the remuneration packages are competitive and sufficient to ensure that the Group is able to attract and retain executive talent.

The remuneration packages of the top five key executives who are not Directors of the Company are disclosed in bands of S$250,000 so as to maintain confidentiality of staff remuneration matters and to support the Company’s efforts in attracting and retaining executive talent.

The table below sets out the ranges of the gross remuneration received by the Group’s top five key executives (who are not also Directors of the Company) during FY2013.

Total Remunerationin Bands of S$250,000

Number of Key Executives who are not Directors of the Company

FY2013 FY2012

Above S$750,000 1 1

S$500,001 to S$750,000 1 2

S$250,001 to S$500,000 3 -

Below S$250,000 - 2

The Company does not employ any immediate family member of any Director.

Employee Share Option Scheme

During FY2013, 79,900,000 options were granted under ESOS 2008 to a number of executives. Options granted will vest only after the achievement of pre-determined targets and if the Remuneration Committee is satisfied that the pre-determined targets have been achieved. Details of ESOS 2008 are set out in Note 21 of the Notes to the Financial Statements on pages 51 to 53.


<< 14


(C) aCCOUnTaBILITy anD aUDIT

Principle 10 : Board to Present Balanced and Understandable Assessment of Company’s Performance

Shareholders are presented with the quarterly results within 45 days of the end of each of the first three quarters of the financial year, and full-year financial results within 60 days of the end of the financial year. Through the release of its financial results, the Board aims to present shareholders with a balanced and understandable assessment of the Group’s performance, position and prospects. For FY2013, the Company’s Executive Director/Chief Financial Officer (“ED/CFO”) has provided assurance to the Board on the integrity of the Company’s financial statements and on the Company’s internal control systems. This enables the Company to meet the requirement under the Listing Manual of the Singapore Exchange Securities Trading Limited (“SGX-ST”) for the Board to issue a negative assurance statement that accompanies the Company’s announcement of its quarterly financial statements.

Quarterly written reports on the Group’s performance, financial position and prospects are provided to the Board.

Principle 11 : Establishment of Audit Committee with Written Terms of Reference

During FY2013, the Audit Committee was chaired by Mr Reggie Thein and its other members were Mr Philip Burdon, Mr Paul Brough and Mr Kwek Leng Hai. Mr Thein retired from the Board and relinquished his positions on the Board Committees (including the Audit Committee) of the Company on 30 June 2013. On 30 June 2013, Mr Burdon stepped down as a member of the Audit Committee. Mr Timothy Teo succeeded Mr Thein as Chairman of the Audit Committee on 1 July 2013. The other members of the current Audit Committee are Mr Brough and Mr Kwek. All the members of the Audit Committee, including its chairman, are non-executive Directors and the majority of its members are independent. The Audit Committee has explicit authority to investigate any matter within its terms of reference, full access to and co-operation by Management and full discretion to invite any Director or executive officer to attend its meetings, and reasonable resources to enable it to discharge its functions properly. The ED/CFO participates in all Audit Committee meetings.

The Audit Committee reviews the independence of the external auditors annually. It has also reviewed the nature and volume of non-audit services provided by its external auditors to the Group during FY2013, and the fees, expenses and emoluments paid or made to the external auditors and is satisfied that they will not affect the independence and objectivity of the external auditors. For details of fees payable to the auditors in respect of audit and non-audit services, please refer to Note 5 of the Notes to the Financial Statements on page 38.

The Company has complied with Rule 712 read with Rule 715 of the Listing Manual of the SGX-ST in relation to its auditing firms.

Principle 12 : Sound System of Internal Controls to Safeguard Shareholders’ Investments and Company’s Assets

The Board recognises the importance of a sound system of internal controls to safeguard shareholders’ interests and investments and the Group’s assets, and to manage risks. The Board, through the Audit Committee, oversees and reviews the adequacy and effectiveness of the Group’s internal control functions, assesses financial risks and determines the Group’s risk profile.

The Audit Committee ensures the effectiveness of internal controls through monitoring and checks by the Internal Audit Department. The Internal Audit Department reports directly to the Audit Committee. The Internal Audit Department works within the scope of an audit plan which has been approved by the Audit Committee, to review and test the adequacy and effectiveness of the Group’s internal controls.

On an annual basis, an Internal Audit and Risk Assurance Report is presented to the Audit Committee on the significant risks and residual risk exposures impacting the Group’s key businesses and the measures taken by Management to address them.

The Audit Committee and the Board have received assurance from the ED/CFO at the Audit Committee and Board meetings on 26 and 29 August 2013 respectively that:

(a) the financial records of the Company have been properly maintained and the financial statements for FY2013 give a true and fair view of the Company’s operations and finances; and

(b) the Company’s system of risk management and internal controls is adequate.


15 >>


Corporate Section

The Board recognises that no system of control will provide absolute assurance against material misstatement or loss. However, based on internal controls established and maintained by the Group, work performed by the Internal Audit Department and external auditors and reviews undertaken by Management, the Board with the concurrence of the Audit Committee, is of the opinion that the Group’s internal controls which address financial, operational and compliance risks are adequate.

A whistle-blowing policy has been implemented by the Group, under which staff may raise concerns about possible improprieties in matters of professional ethics or conduct, financial reporting or other matters to the Audit Committee. This arrangement facilitates the independent investigation of such matters for appropriate resolution without fear of reprisal on the part of the informant.

Principle 13 : Independent Internal Audit Function

For FY2013, as in prior years, the Company’s internal audit function was undertaken by a dedicated Internal Audit Department. It is designed to provide reasonable assurance of the adequacy and effectiveness of controls over operations, reliability of financial information and compliance with the Group’s policies and procedures, and applicable laws and regulations. The Company’s internal auditors meet or exceed the standards set by internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors.

The Audit Committee may authorise that certain audit work be carried out by an independent third party as it deems fit.

(D) COMMUnICaTIOn wITh ShaREhOLDERS

Principle 14 : Regular, Effective and Fair Communication with Shareholders

The Company endeavours to provide timely and adequate disclosure of information on matters of material impact to shareholders. The Company communicates with the public via SGXNET on the website of the SGX-ST as required under the SGX-ST Listing Manual. Information about the Company and its latest developments may also be found on the Group’s website at www.guocoleisure.com.

The Company endeavours to provide shareholders with a balanced and understandable assessment of the Group’s financial performance, position and prospects on a quarterly basis through its financial results announcements.

Principle 15 : Greater Shareholder Participation at Annual General Meeting

Shareholders of the Company receive notices of general meetings which are also advertised in the newspapers and issued via SGXNET. The Board recognises that the annual general meeting is an important forum at which shareholders are given the opportunity to communicate their views and raise queries with the Board.

The Executive Chairman and the respective chairmen of the Board Committees attend the Company’s annual general meetings together with the external auditors to address shareholders’ queries.

The Company’s Bye-laws provide that shareholders may appoint more than one proxy to attend and vote at annual general meetings.

At annual general meetings and other general meetings, separate resolutions will be proposed on distinct issues for approval by shareholders.

The Company will be implementing electronic poll voting at its upcoming Annual General Meeting on 25 October 2013 to allow shareholders present or represented at the Annual General Meeting to vote on a one-share, one-vote basis. Due to security concerns, the Company is not implementing absentia voting methods such as voting via mail, e-mail or fax.


<< 16


DEaLInGS In SECURITIES

The Company has adopted an internal compliance code with regard to dealings in its securities by officers and employees. Dealings should not take place at all during any “closed period”, which commences two weeks before the announcement of the Company’s financial statements for each of the first three quarters of its financial year or one month before the announcement of the Company’s full year financial statements and ends on the date of announcement of the relevant results. The Directors and employees of the Company are notified in advance of each “closed period”. Particulars of dealings must be notified to the Group Company Secretary.

In addition, dealings should not take place on short-term considerations. Officers and employees are also prohibited from dealing in any securities of the Company or of other listed companies at any time while they are in possession of unpublished price-sensitive information in relation to those securities by virtue of their office or employment in the Company. They are further apprised of the applicability at all times of insider dealing laws. The internal compliance code also places restrictions on dealing in the securities of a company in which the Company is interested because of potential conflict.

InTERESTED pERSOn TRanSaCTIOnS

The Audit Committee reviewed interested person transactions entered into during the year ended 30 June 2013. The aggregate value of interested person transactions entered into during the year ended 30 June 2013 is set out below. As the Company does not have any shareholders’ mandate pursuant to Rule 920 of the Listing Manual of the Singapore Exchange Securities Trading Limited, there is no interested person transaction associated therewith.

Name of interested person

Aggregate value of all Interested Person Transactions entered into during FY2013 under

review (excluding transactions less than S$100,000 each and transactions conducted under

shareholders’ mandate pursuant to Rule 920 of the Listing Manual of the Singapore Exchange

Securities Trading Limited)

Aggregate value of all Interested Person Transactions conducted under

shareholders’ mandate pursuant to Rule 920 of the Listing Manual

of the Singapore Exchange Securities Trading Limited (excluding transactions

less than S$100,000 each)

Hong Leong Group Malaysia S$15,966,227 Not applicable

MaTERIaL COnTRaCTS

Save as disclosed above and in the financial statements of the Company for FY2013, no material contracts were entered into by the Group in which any Director or controlling shareholder of the Company has an interest and which are either still subsisting at the end of FY2013 or, if not then subsisting, entered into since the end of the previous financial year.


17 >>


Financials Section

Financials

consolidated income statement 18

consolidated statement of comprehensive income 19

consolidated statement of changes in equity 20

consolidated statement of financial position 24

consolidated statement of cash floWs 25

significant accounting policies 26

notes to the financial statements 34

company statement of comprehensive income 64

company statement of changes in equity 65

company statement of financial position 66

report of the auditors 67

<< 18

ANNUAL REPORT 2013GUOCOLEISURE LIMITEDFinancials Section

consolidated income statementfor the year ended 30 June 2013

2013 2012Note US$M US$M

revenue 2 380.3 369.8Bass strait oil and gas royalty 44.6 53.7other operating income 3 17.0 18.3direct costs of raw materials and consumables (189.0) (183.2)personnel expenses 4 (106.2) (100.8)other operating expenses 5 (34.4) (28.1) profit Before depreciation & amortisation 112.3 129.7depreciation 9 (25.3) (25.7)amortisation 10 (4.4) (4.5) profit Before financing costs 82.6 99.5finance costs 6 (31.4) (35.5)finance income 6 7.7 12.5net foreign exchange gain 0.2 1.8 profit Before tax 59.1 78.3income tax expense 7 (15.5) (1.3)

profit for the year 43.6 77.0 profit attriButaBle to:owners of the company 44.0 77.7non-controlling interests (0.4) (0.7)

profit for the year 43.6 77.0

Basic earnings per share (cents) 8 3.3 5.9diluted earnings per share (cents) 8 3.3 5.9

the accompanying notes form an integral part of these financial statements.

19 >>


Financials Section

consolidated statement oF comprehensive incomefor the year ended 30 June 2013

2013 2012US$M US$M


other comprehensive income:items that will not be reclassified to profit or loss:

pension actuarial gains and losses 6.6 (11.2)deferred tax associated with pension actuarial gains and losses (0.4) *

items that may be reclassified subsequently to profit or loss:

net exchange translation difference relating to financial statements of foreign subsidiaries (30.3) (28.1)

change in fair value of available-for-sale investments * (0.5)

other comprehensive income for the year, net of income tax (24.1) (39.8)

total comprehensive income for the year 19.5 37.2

total comprehensive income attriButaBle to:owners of the company 19.9 37.9non-controlling interests (0.4) (0.7)


* Amount less than US$0.1m.


<< 20


Share Capital

ContributedSurplus

TranslationReserve

FairValue

Reserve

CapitalReserve

Share Based

Payment

EquityCompensation

ReserveESoS

Reserve RetainedEarnings Total

Non-Controlling

InterestsTotal

Equity US$M US$M US$M US$M US$M US$M US$M US$M US$M US$M US$M

Balance at 1 July 2012 273.6 654.2 (77.5) 0.5 (1.6) 2.9 (30.0) 296.7 1,118.8 (1.5) 1,117.3

Total comprehensive income for the yearprofit for the year – – – – – – – 44.0 44.0 (0.4) 43.6

other comprehensive incomenet exchange translation difference relating to financial statements of foreign

subsidiaries – – (30.3) – – – – – (30.3) * (30.3)change in fair value of available-for-sale investments – – – * – – – – – – –pension actuarial gains and losses – – – – – – – 6.6 6.6 – 6.6income tax on other comprehensive income – – – – – – – (0.4) (0.4) – (0.4)

total other comprehensive income, net of income tax – – (30.3) – – – – 6.2 (24.1) – (24.1)

total comprehensive income for the year, net of income tax – – (30.3) – – – – 50.2 19.9 (0.4) 19.5

Transactions with owners, recorded directly in equitypurchase of shares of the company for esos 2008 – – – – – – (10.3) – (10.3) – (10.3)value of employee services received for issue of share options – – – – – (0.2) – – (0.2) – (0.2)first and final dividend of s$0.02 per share for the year ended 30 June 2012 – – – – – – – (21.7) (21.7) – (21.7)

Total transactions with owners – – – – – (0.2) (10.3) (21.7) (32.2) – (32.2)

Balance at 30 June 2013 273.6 654.2 (107.8) 0.5 (1.6) 2.7 (40.3) 325.2 1,106.5 (1.9) 1,104.6



consolidated statement oF changes in equityfor the year ended 30 June 2013

21 >>


Financials Section

Share Capital

ContributedSurplus

TranslationReserve

FairValue

Reserve

CapitalReserve

Share Based

Payment

EquityCompensation

ReserveESoS


Non-Controlling

InterestsTotal


Balance at 1 July 2012 273.6 654.2 (77.5) 0.5 (1.6) 2.9 (30.0) 296.7 1,118.8 (1.5) 1,117.3



subsidiaries – – (30.3) – – – – – (30.3) * (30.3)change in fair value of available-for-sale investments – – – * – – – – – – –pension actuarial gains and losses – – – – – – – 6.6 6.6 – 6.6income tax on other comprehensive income – – – – – – – (0.4) (0.4) – (0.4)

total other comprehensive income, net of income tax – – (30.3) – – – – 6.2 (24.1) – (24.1)

total comprehensive income for the year, net of income tax – – (30.3) – – – – 50.2 19.9 (0.4) 19.5



Balance at 30 June 2013 273.6 654.2 (107.8) 0.5 (1.6) 2.7 (40.3) 325.2 1,106.5 (1.9) 1,104.6



<< 22


Share Capital

ContributedSurplus

TranslationReserve

FairValue

Reserve

CapitalReserve

ShareBased

Payment

EquityCompensation

ReserveESoS


Non-Controlling

InterestsTotal


Balance at 1 July 2011 273.6 654.2 (49.4) 1.0 (1.6) 3.0 (28.5) 251.3 1,103.6 (0.8) 1,102.8



subsidiaries – – (28.1) – – – – – (28.1) – (28.1)change in fair value of available-for-sale investments – – – (0.5) – – – – (0.5) – (0.5)pension actuarial gains and losses – – – – – – – (11.2) (11.2) – (11.2)income tax on other comprehensive income – – – – – – – * – – –

total other comprehensive income, net of income tax – – (28.1) (0.5) – – – (11.2) (39.8) – (39.8)

total comprehensive income for the year, net of income tax – – (28.1) (0.5) – – – 66.5 37.9 (0.7) 37.2



Balance at 30 June 2012 273.6 654.2 (77.5) 0.5 (1.6) 2.9 (30.0) 296.7 1,118.8 (1.5) 1,117.3



consolidated statement oF changes in equity Continuedfor the year ended 30 June 2013

23 >>


Financials Section

Share Capital

ContributedSurplus

TranslationReserve

FairValue

Reserve

CapitalReserve

ShareBased

Payment

EquityCompensation

ReserveESoS


Non-Controlling

InterestsTotal


Balance at 1 July 2011 273.6 654.2 (49.4) 1.0 (1.6) 3.0 (28.5) 251.3 1,103.6 (0.8) 1,102.8



subsidiaries – – (28.1) – – – – – (28.1) – (28.1)change in fair value of available-for-sale investments – – – (0.5) – – – – (0.5) – (0.5)pension actuarial gains and losses – – – – – – – (11.2) (11.2) – (11.2)income tax on other comprehensive income – – – – – – – * – – –

total other comprehensive income, net of income tax – – (28.1) (0.5) – – – (11.2) (39.8) – (39.8)

total comprehensive income for the year, net of income tax – – (28.1) (0.5) – – – 66.5 37.9 (0.7) 37.2



Balance at 30 June 2012 273.6 654.2 (77.5) 0.5 (1.6) 2.9 (30.0) 296.7 1,118.8 (1.5) 1,117.3



<< 24



assets

hotels, property and equipment 9 1,141.1 1,180.9intangible assets 10 153.8 177.3other investments 11 3.3 3.5

total non-current assets 1,298.2 1,361.7

inventories 1.0 0.9development properties 12 176.6 178.9trade and other receivables 13 75.4 78.6assets held for sale 14 7.6 -cash and cash equivalents 15 15.3 19.5

total current assets 275.9 277.9

total assets 1,574.1 1,639.6

less liaBilities

loans and borrowings 16 34.9 49.7trade and other payables 17 89.6 100.4corporate tax payable 12.3 3.9provisions 18 0.5 0.5

total current liaBilities 137.3 154.5

loans and borrowings 16 309.0 323.0provisions 18 3.7 16.5deferred tax liabilities 19 19.5 28.3

total non-current liaBilities 332.2 367.8

total liaBilities 469.5 522.3

net assets 1,104.6 1,117.3

share capital and reserves (pages 20 to 23)owners of the company 1,106.5 1,118.8non-controlling interests (1.9) (1.5)

total equity 1,104.6 1,117.3


on behalf of the Board of directors

quek leng chan premod paul thomasexecutive chairman executive director

consolidated statement oF Financial positionas at 30 June 2013

25 >>


Financials Section


operating activitiesprofit before financing costs 82.6 99.5adjustments for non-cash items

depreciation of hotels, property and equipment 25.3 25.7amortisation of Bass strait oil and gas royalty 4.4 4.5other non-cash items (0.2) 0.2provisions – (0.3)

net change in working capital itemsinventories / development properties 2.2 (0.5)trade and other receivables 3.2 12.5trade and other payables (10.8) 17.4provisions (6.9) (6.3)

income tax paid (13.9) (22.3)purchase of shares of the company for esos 2008 (10.3) (1.5)

cash floWs from operating activities 75.6 128.9 investing activitiesproceeds from sale of equipment 0.1 –acquisition of hotels, property and equipment (12.4) (46.6)acquisition of intangible assets (0.4) – cash floWs used in investing activities (12.7) (46.6) financing activitiesdrawdown of short-term borrowings 150.1 150.8repayment of short-term borrowings (173.0) (134.5)Buy-back of mortgage debenture stocks – (40.2)interest received 0.7 0.5interest paid (30.9) (37.0)other financing (costs) / benefits (0.5) 0.4realised exchange gains / (losses) on financial derivatives 0.5 (0.9)dividend paid to shareholders of the company (21.7) (21.1)

cash floWs used in financing activities (74.8) (82.0) net (decrease) / increase in cash and cash equivalents (11.9) 0.3cash and cash equivalents at beginning of the year 19.5 19.6effect of exchange rate fluctuations on cash held 0.1 (0.4) cash and cash equivalents at end of the year 15 7.7 19.5


consolidated statement oF cash FloWsfor the year ended 30 June 2013

<< 26


guocoleisure limited (the “Company”) is a company continued in Bermuda as an exempted company with its registered office at canon’s court, 22 victoria street, hamilton hm12, Bermuda. the parent of the company is guoco group limited, which is incorporated in Bermuda and the ultimate holding company is hong leong company (malaysia) Berhad, which is incorporated in malaysia. the consolidated financial statements for the year ended 30 June 2013 relate to the company and its subsidiaries (together, “Group”).

(a) statement oF compliance

the financial statements have been prepared in accordance with international financial reporting standards (“IFRS”) promulgated by the international accounting standards Board (“IASB”), and the requirements of Bermuda law.

the financial statements were authorised for issue by the directors on 29 august 2013.

(b) basis oF preparation

the financial statements are presented in united states dollars which is the functional currency of the company. all financial information are rounded to the nearest hundred thousand, unless otherwise stated. they are prepared on the historical cost basis except otherwise described below.

the preparation of financial statements in conformity with ifrs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. actual results may differ from these estimates.

the estimates and underlying assumptions are reviewed on an on-going basis. revisions to accounting estimates are recognised in the period in which the estimate is revised, and if any future periods affected. in particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes:

note (9) - hotels, property and equipmentnote (10) - intangible assetsnote (12) - development propertiesnotes (18) - provisions note (19) - deferred tax assets and liabilitiesnote (25) - significant subsidiaries

Change in accounting policy

Presentation of items of other comprehensive income

from 1 July 2012, as a result of the amendments to ias 1, the group has modified the presentation of items of other comprehensive income in its consolidated statement of comprehensive income, to present separately items that would be reclassified to profit or loss in the future from those that would never be. comparative information has also been re-presented accordingly. the adoption of the amendment to ias 1 has no impact on the recognised assets, liabilities and comprehensive income of the group.

(c) basis oF consolidation

subsidiaries are those entities controlled by the company. control exists when the company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. in assessing control, potential voting rights that currently are exercisable are taken into account.

signiFicant accounting policies

27 >>


Financials Section

(c) basis oF consolidation Continued

a jointly controlled operation is a joint venture carried on by each venturer using its own assets in pursuit of the joint operations. the consolidated financial statements include the assets that the group controls and the liabilities that it incurs in the course of pursuing the joint operation and the expenses that the group incurs and its share of the income that it earns from the joint operation. With the existing of casting vote power in joint operation, its assets and liabilities should be recognised in full with a minority interest of 50%.

the financial statements of subsidiaries are included in the consolidated financial statements from the date which control effectively commences until the date on which control effectively ceases. the accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the group.

the purchase method of accounting is used to account for the acquisition of subsidiaries by the group. the cost of an acquisition is measured as the fair value of assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus cost directly attributable to the acquisition. identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. the excess of the cost of acquisition over the fair value of the group’s share of the identifiable net assets acquired is recorded as goodwill. if the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. investments in subsidiaries are stated in the company’s financial statements at cost less, if any, impairment losses.

the company has established a trust for the guocoleisure limited executives’ share options scheme (“ESoS 2008”) and the trust is administered by a trustee. pursuant to the trust deed for the trust (“Trust Deed”), the trust acquires issued shares of the company for the purpose of satisfying outstanding options granted to eligible employees under esos 2008. subject to the determination that certain financial and performance targets are met by these employees, shares of the company held under the trust (“ESoS Reserve”) will be transferred to these employees upon exercise of their share options. from the viewpoint of ifrs, the company has control of the trust as result of certain provisions in the trust deed (details of which are disclosed in note (21) to the financial statements) and, accordingly, the company has recognised the assets and liabilities of the trust in its own financial statements.

intra-group balances and transactions, and any unrealised gains arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

(d) Foreign currency

(i) Foreign currency transactions

transactions in foreign currencies are translated to the respective functional currencies of group entities at the exchange rate as at the date of the transaction. monetary assets and liabilities denominated in foreign currencies as at the reporting date are retranslated to the functional currency at the exchange rate as at the reporting date. non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate as at the date on which the fair value was determined.

foreign currency differences arising on retranslation are recognised in the income statement except for differences arising on the retranslation of monetary items that in substance form part of the group’s net investment in foreign operations and available-for-sale equity instruments.

non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date of the transaction.

<< 28


SIGNIFICANT ACCOUNTING POLICIES Continued

(d) Foreign currency Continued

(ii) Foreign operations

the assets and liabilities of foreign operations are translated to united states dollars at the exchange rates prevailing at the reporting date. the revenue and expenses of foreign operations are translated to united states dollars at rates approximating the exchange rates prevailing at the dates of the transactions. foreign exchange differences arising on translation are recognised in the other comprehensive income.

When foreign operations are disposed of, in part or in full, the relevant amount in the foreign currency translation reserve is transferred to the income statement as part of the profit or loss on disposal.

(e) derivative Financial instruments

the group uses financial instruments to manage financial exposures.

derivative financial instruments such as forward foreign exchange contracts, foreign exchange options and interest rate swaps are initially stated at fair value. subsequent to initial recognition, derivatives are measured at fair value, gains and losses are recognised in the income statement. the fair value of forward foreign exchange contracts is their quoted market price at the reporting date. the fair value of interest rate swaps is the estimated amount that the group would receive or pay to terminate the swap at the reporting date, taking into account current interest rates and the current credit worthiness of the swap counterparties.

(F) hotels, property and equipment

(i) Recognition and measurement

items of hotels, property and equipment are measured at cost less accumulated depreciation and, where applicable, impairment losses. cost includes expenditure that is directly attributable to the acquisition of the asset.

When parts of an item of hotels, property and equipment comprise major components having different useful lives, they are accounted for as separate items of hotels, property and equipment.

gains and losses on disposal of an item of hotels, property and equipment are determined by comparing the proceeds from disposal with the carrying amount of hotels, property and equipment, and are recognised net within other income in the income statement. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.

(ii) Depreciation

depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of items of hotels, property and equipment. freehold land is not depreciated. depreciation rates are:

vehicles and fittings 4% to 331/3%core elements of freehold and long leasehold land remaining useful economic life (up to 100 years) and buildings (more than 20 years to run)short leasehold land and buildings remaining life of lease (less than 20 years to run)

depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

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Financials Section

(g) intangible assets

(i) Goodwill

goodwill arising on an acquisition represents the excess of the cost of the acquisition over the fair value of the group’s share of the net identifiable assets acquired. goodwill is stated at cost less impairment losses. goodwill is tested annually for impairment (see accounting policy l).

(ii) Bass Strait oil and gas royalty

Bass strait oil and gas royalty is stated at cost less accumulated amortisation and impairment losses. the cost is amortised on a straight-line basis so as to write off the cost over its estimated useful life.

(iii) Casino licenses

the group capitalises acquired casino licences. management believes that licences have an indefinite life as there is no foreseeable limit to the period during which the licences are expected to generate net cash inflows and each licence holds a value outside the property in which it resides. each licence is stated at cost and reviewed annually for impairment.

(iv) Other purchased intangible assets

if acquired, the group capitalises the costs of other intangible assets such as brands. costs incurred to internally generate these intangible assets are expensed as incurred. management believes that the capitalised brand has an indefinite life as there is no foreseeable limit to the period during which the brand is expected to generate net cash inflows. the brand is stated at cost and reviewed annually for impairment.

(h) other investments

listed and other investments are classified as being available-for-sale and are stated at fair value, with any resultant gain or loss being recognised in other comprehensive income. the fair value of listed investments is their quoted bid price at the reporting date. available-for-sale investments are recognised / derecognised by the group on the date it commits to purchase / sell the investments.

(i) trade and other receivables

trade and other receivables are recognised initially at fair value plus any directly attributable transaction costs. subsequent to initial recognition, trade and other receivables are measured at amortised cost using the effective interest method, less any impairment losses.

(J) development properties

development properties are stated at the lower of cost and net realisable value. the cost of development properties includes expenditure incurred in acquiring the development properties and bringing them to their existing condition. net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(k) cash and cash equivalents

cash and cash equivalents comprise cash balances and call deposits.

<< 30



(l) impairment

(i) Impairment of non-financial assets

the carrying amounts of the group’s non-financial assets other than development properties (see accounting policy J) and inventories (see accounting policy m) are reviewed at each reporting date to determine whether there is any indication of impairment. if any such indication exists, the asset’s recoverable amount is estimated. an impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. the recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. for the purposes of assessing impairment, assets are grouped at the lowest levels for which these are separately identifiable cash flows (cash-generating units).

the expected cash flows generated by the assets are discounted using the appropriate discount rates, which reflect the risks associated with the groups of assets. all impairment losses are recognised in the income statement. an impairment loss in respect of goodwill is not reversed. in respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.

an impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

(ii) Impairment of financial assets

a financial asset is considered to be impaired if objective evidence indicates that one or more events have had a negative effect on the estimated future cash flows of that asset.

an impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount, and the present value of the estimated future cash flows discounted at the original effective interest rate. an impairment loss in respect of an available-for-sale financial asset is calculated by reference to its current fair value.

individually significant financial assets are tested for impairment on an individual basis. the remaining financial assets are assessed collectively in groups that share similar credit risk characteristics.

all impairment losses are recognised in the income statement. any cumulative loss in respect of an available-for-sale financial asset recognised previously in other comprehensive income is transferred to the income statement.

an impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. for financial assets measured at amortised cost and available-for-sale financial assets that are debt securities, the reversal is recognised in the income statement. for available-for-sale financial assets that are equity securities, the reversal is recognised directly in other comprehensive income.

(m) inventories

inventories are stated at the lower of cost and net realisable value. net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(n) borroWings

Borrowings are recognised initially at fair value. subsequent to initial recognition, borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statement over the period of the borrowings on an effective interest rate basis.

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Financials Section

(o) employee beneFits

(i) Defined contribution plans

a defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. obligations for contributions to defined contribution pension plans are recognised as an employee benefit expense in the income statement in the periods during which services are rendered by employees.

(ii) Defined benefit plans

a defined benefit plan is a post-employment benefit plan other than a defined contribution plan. the group’s net obligation in respect of these plans is calculated separately for each plan by estimating the future pension benefits to existing pensioners; those benefits are discounted to determine the present value and the fair value of any plan assets is deducted. the calculations are performed by a qualified actuary using the projected unit credit method. the discount rate is the yield at the reporting date on aaa credit rated bonds that have maturity dates approximating to the terms of the group’s obligations.

the group recognises all actuarial gains and losses arising from defined benefit plan in other comprehensive income and all expenses related to defined benefit plan in personnel expenses in income statement.

(iii) Share-based payment transactions

the stock option programme allows group’s employees to acquire shares of the company. the option exercise price equals 5-day weighted average market price of the shares immediately prior to the date of grant for which there was trading in the shares.

the group accounts for the stock options as equity settled. the fair value of options granted is recognised as an employee expense with a corresponding increase in equity compensation reserve. the fair value is measured at grant date and spread over the period during which the options vest.

at each reporting date, the group revises its estimates of the number of options that are expected to become exercisable. it recognises the impact of the revision of original estimates in employee expense and in a corresponding adjustment to equity over the remaining vesting period, where necessary.

(p) provisions

a provision is recognised when, as a result of a past event, the group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

(i) Onerous contract

a provision for an onerous contract is recognised when the expected benefits to be derived by the group from a contract are lower than the unavoidable costs of meeting its obligations under the contract. the provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the group recognises any impairment loss on the assets associated with that contract.

(ii) Restructuring

a provision for restructuring costs is recognised when the group has a detailed formal plan for the restructuring, and the restructuring has either commenced or has been announced. future operating losses are not provided for.

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(q) revenue and income recognition

revenue from the sale of development properties is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer.

revenue from services is recognised in the income statement upon services being rendered. no revenue is recognised if there are significant uncertainties regarding recovery of the consideration due or associated costs.

casino revenue represents the net gaming wins and losses before deduction of gaming duty.

dividend income is recognised in the income statement on the date that the dividend is received.

royalty income is recognised on an accrual basis in accordance with the substance of the relevant agreements.

interest income is recognised in the income statement as it accrues, using the effective interest rate method.

(r) expenses

(i) Operating lease payments

payments made under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. lease incentives received are recognised in the income statement as an integral part of the total lease expense.

(ii) Financing costs

financing costs comprise interest payable on borrowings calculated using the effective interest rate method. all other costs incurred in connection with borrowings are expensed as incurred as part of financing costs.

(s) income tax

income tax expense comprises current and deferred tax. income tax expense is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case, the income tax is also recognised in equity.

current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

a deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the unused tax losses and credits can be utilised. deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

in determining the amount of current and deferred tax, the group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. the group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. this assessment relies on estimates and assumptions and may involve a series of judgements about future events. new information may become available that causes the group to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

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Financials Section

(t) earnings per share

the group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic eps is calculated by dividing the profit or loss attributable to ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period, adjusted for esos reserve. diluted eps is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding, adjusted for esos reserve, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.

(u) segment reporting

an operating segment is a component of the group that engages in the business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the group’s other components. all operating segments’ operating results are reviewed regularly by the group’s chief operating decision maker to make decisions about the resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

(v) purchase oF share capital For equity and equity-related compensation beneFits

share purchased for the purpose of esos 2008 are classified as esos reserve and presented as a deduction from equity.

equity is reduced by the costs associated with such purchase, comprising the purchase consideration plus costs incidental to the acquisition.

(W) non-current assets held For sale

non-current assets or disposal groups comprising assets and liabilities that are highly probable to be recovered primarily through sale rather than through continuing use, are classified as held for sale. immediately before classification as held for sale, the assets, or components of a disposal group, are remeasured in accordance with the group’s accounting policies. thereafter, the assets, or disposal group, are generally measured at the lower of their carrying amount and fair value less costs to sell. any impairment loss on a disposal group is first allocated to goodwill, and then to remaining assets and liabilities on pro rata basis, except that no loss is allocated to inventories, financial assets, deferred tax assets, employee benefit assets, investment property and biological assets, which continue to be measured in accordance with the group’s accounting policies. impairment losses on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in profit or loss. gains are not recognised in excess of any cumulative impairment loss.

intangible assets and property, plant and equipment once classified as held for sale are not amortised or depreciated.

<< 34


except where stated to refer to the company, all notes refer to the group.

1. segment reporting

in a manner consistent with the way in which information is reported internally to the group’s most senior executive management for the purposes of resource allocation and performance assessment, the group has five reportable segments, as described below, which are the group’s strategic business units. the strategic business units engage in different business activities, offer different products and services and are managed separately.

the following summary describes the operations in each of the group’s reportable segments:

oil and gas: this segment receives royalty income from the entitlement of Bass strait oil trust in australia.

property development: this segment engages in development of land and properties on fijian and hawaiian islands for sale.

hotels: this segment owns, leases or manages the “thistle / guoman” chain of hotels in the united Kingdom and asia.

gaming: this segment engages in the casino betting operations in the united Kingdom.

others: this segment covers equity and direct investments as well as treasury operations with management of group’s strategic business units and consolidation adjustments.

Geographical Segments

the geographical segments are australasia, asia, united states of america and united Kingdom.

in presenting information geographically, segment revenue is based on the geographical location of the external customers. segment assets are based on the geographical location of the assets.

notes to the Financial statements

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Financials Section

1. segment reporting Continued

(i) Reportable segment revenue and profit and loss

oil and Gas

PropertyDevelopment Hotels Gaming others

2013Consolidated

Total US$M US$M US$M US$M US$M US$M

revenue from external customers – 3.4 367.3 9.6 – 380.3

Bass strait oil and gas royalty 44.6 – – – – 44.6other operating income – 2.0 14.4 0.5 0.1 17.0direct costs of raw materials and consumables – (2.5) (184.6) (1.9) – (189.0)personnel expenses – (1.2) (95.4) (6.7) (2.9) (106.2)other operating expenses (0.1) (3.1) (24.2) (4.0) (3.0) (34.4)

profit / (loss) before depreciation and amortisation 44.5 (1.4) 77.5 (2.5) (5.8) 112.3depreciation – – (24.9) (0.3) (0.1) (25.3)amortisation (4.4) – – – – (4.4)

profit / (loss) before financing costs 40.1 (1.4) 52.6 (2.8) (5.9) 82.6finance costs (0.4) – (30.2) – (0.8) (31.4)finance income – – 7.6 – 0.1 7.7net foreign exchange gain 0.2income tax expense (15.5)

profit for the year 43.6

oil and Gas


2012Consolidated


revenue from external customers – 4.0 351.4 14.4 – 369.8

Bass strait oil and gas royalty 53.7 – – – – 53.7other operating income – 1.2 7.7 0.6 8.8 18.3direct costs of raw materials and consumables – (2.1) (178.1) (3.0) – (183.2)personnel expenses – (1.2) (89.2) (7.7) (2.7) (100.8)other operating expenses (0.1) (3.2) (16.5) (4.2) (4.1) (28.1)

profit / (loss) before depreciation and amortisation 53.6 (1.3) 75.3 0.1 2.0 129.7depreciation – – (25.3) (0.3) (0.1) (25.7)amortisation (4.5) – – – – (4.5)

profit / (loss) before financing costs 49.1 (1.3) 50.0 (0.2) 1.9 99.5finance costs 0.5 – (34.7) – (1.3) (35.5)finance income – 0.1 12.1 – 0.3 12.5net foreign exchange gain 1.8income tax expense (1.3)

profit for the year 77.0

<< 36


Notes to the FiNaNcial statemeNts Continued

1. segment reporting Continued

(ii) Reportable segment asset and liability

oil and Gas


2013Consolidated


segment assets 115.7 180.1 1,204.1 57.2 17.0 1,574.1

segment liabilities 0.1 0.5 421.7 7.2 40.0 469.5

cash flows from operating activities 47.2 0.3 61.9 (3.1) (30.7) 75.6cash flows from investing activities – (0.3) (12.3) – (0.1) (12.7)cash flows from financing activities (0.4) – (29.0) – (45.4) (74.8)capital expenditure – 0.3 12.0 – 0.1 12.4

oil and Gas


2012Consolidated


segment assets 133.7 181.9 1,242.2 64.6 17.2 1,639.6

segment liabilities 0.2 1.8 451.5 3.1 65.7 522.3

cash flows from operating activities 55.5 0.9 93.2 0.3 (21.0) 128.9cash flows from investing activities – – (45.9) (0.5) (0.2) (46.6)cash flows from financing activities 0.5 – (75.4) – (7.1) (82.0)capital expenditure – – 45.9 0.5 0.2 46.6

(iii) Geographical information

2013United States United Consolidated

Australasia Asia of America Kingdom TotalUS$M US$M US$M US$M US$M

revenue from external customers 1.3 – 2.1 376.9 380.3 segment assets 118.7 13.7 180.4 1,261.3 1,574.1capital expenditure – 0.1 0.3 12.0 12.4

2012United States United Consolidated

Australasia Asia of America Kingdom TotalUS$M US$M US$M US$M US$M

revenue from external customers 2.2 – 1.8 365.8 369.8 segment assets 139.4 13.7 179.7 1,306.8 1,639.6capital expenditure – 0.2 – 46.4 46.6

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Financials Section

2. revenue

2013 2012US$M US$M

revenue from hotel operations 367.3 351.4revenue from gaming operations 9.6 14.4revenue from sale of development properties 3.4 4.0

380.3 369.8

3. other operating income

2013 2012US$M US$M

sublease income 6.4 8.6hotel management fee 6.2 –other income 4.4 9.7

17.0 18.3

4. personnel expenses

2013 2012US$M US$M

Wages, salaries and benefits 105.3 99.9pension contributions – defined contribution plans 0.7 0.6share option expense (0.2) –directors’ fees 0.4 0.3

106.2 100.8

included in personnel expenses is compensation to key management personnel of the group as follows:

2013 2012US$M US$M

directors of the company- fees 0.4 0.3senior management personnel of the group- short-term employee benefits 3.5 3.2- post-employment benefits 0.1 0.3- share option expense (0.2) –

<< 38



5. other operating expenses


management fees paid to a related party 24 2.4 2.9provisions made 18 – 0.2travelling and transport 1.3 1.2auditors’ remuneration 0.6 0.5office and administrative expenses inclusive of insurance 5.6 5.6consultancy expenses 13.1 5.7property repair and maintenance 2.5 2.6operating lease expenses 23 3.0 3.0other expenses 5.9 5.1hotel management fee expense – 1.3

34.4 28.1

non-audit fees paid comprised the following:

to other auditors- included in other operating expenses 0.1 0.1

to the auditors of the company- included in other operating expenses – *

* Amount less than US$0.1m

6. Finance income and Finance costs

2013 2012US$M US$M

finance income - interest income 7.7 12.5

interest expense (30.8) (35.8)other financing costs (0.6) 0.3

finance costs (31.4) (35.5)

net finance costs recognised in the income statement (23.7) (23.0)

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Financials Section

7. income tax expense

Recognised in the income statement 2013 2012US$M US$M

current tax expense: current year 24.7 22.1 adjustment for prior years (0.5) (0.5)

24.2 21.6

deferred tax (benefit) / expense: origination and reversal of temporary differences (6.9) 3.9 Write-back of deferred tax (1.8) (24.2)

(8.7) (20.3)

total income tax expenses in the income statement 15.5 1.3

Reconciliation of effective tax 2013 2012US$M US$M

profit before tax 59.1 78.3

effect of:tax at the applicable* rates to profits in the countries concerned 17.9 16.0recognition of previously unrecognised tax losses – (18.1)over provided in prior years (0.5) (0.5)others (1.9) 3.9

15.5 1.3

there is no tax payable by the company as it is not liable for income tax in Bermuda.

* This includes the combined corporate tax rates of United Kingdom and Australia.

8. earnings per share

Basic earnings per share

the calculation of basic earnings per share is based on the net profit attributable to ordinary shareholders of us$44.0m (2012: us$77.7m) and the weighted average number of ordinary shares outstanding during the year, calculated as follows:

Weighted average number of ordinary shares 2013 2012Note M M

issued ordinary shares at 1 July 20 1,368.1 1,368.1effect of esos reserve (48.9) (40.5)

Weighted average number of ordinary shares at 30 June 1,319.2 1,327.6

<< 40



8. earnings per share Continued

Diluted earnings per share

the calculation of diluted earnings per share is based on the net profit attributable to ordinary shareholders of us$44.0m (2012: us$77.7m) and the weighted average number of ordinary shares outstanding during the year, adjusted for the effects of all dilutive potential ordinary shares, calculated as follows:

Weighted average number of ordinary shares (diluted) 2013 2012M M

Weighted average number of ordinary shares (basic) at 30 June 1,319.2 1,327.6effect of weighted average share options in issue – –

Weighted average number of ordinary shares (diluted) at 30 June 1,319.2 1,327.6

as at 30 June 2013, there were no outstanding dilutive potential ordinary shares.

9. hotels, property and equipment

2013Freehold Landand Buildings

Leasehold Landand Buildings

Vehiclesand Fittings Total

US$M US$M US$M US$M

CostBalance at 1 July 2012 399.6 736.0 414.0 1,549.6effect of movements in foreign exchange (9.3) (17.1) (9.6) (36.0)additions – 0.5 11.9 12.4disposals – (4.8) (4.5) (9.3)

Balance at 30 June 2013 390.3 714.6 411.8 1,516.7

Accumulated DepreciationBalance at 1 July 2012 12.1 25.6 331.0 368.7effect of movements in foreign exchange (0.3) (0.8) (8.1) (9.2)depreciation charge 1.0 8.9 15.4 25.3disposals - (4.8) (4.4) (9.2)

Balance at 30 June 2013 12.8 28.9 333.9 375.6

net Book value at 30 June 2013 377.5 685.7 77.9 1,141.1




US$M US$M US$M US$M

CostBalance at 1 July 2011 399.2 730.5 411.6 1,541.3effect of movements in foreign exchange (10.0) (18.3) (10.0) (38.3)additions 10.4 23.8 12.4 46.6

Balance at 30 June 2012 399.6 736.0 414.0 1,549.6

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Financials Section

9. hotels, property and equipment Continued




US$M US$M US$M US$M

Accumulated DepreciationBalance at 1 July 2011 10.4 22.2 319.4 352.0effect of movements in foreign exchange (0.3) (0.6) (8.1) (9.0)depreciation charge 2.0 4.0 19.7 25.7

Balance at 30 June 2012 12.1 25.6 331.0 368.7

net Book value at 30 June 2012 387.5 710.4 83.0 1,180.9

the group reviews its carrying amount of hotels, property and equipment based on information from a variety of sources, including:

• valuation made by external independent professional valuers• prevailing and expected market conditions, with adjustments for nature, condition or location of the properties where

appropriate.• discounted cash flow projections of selected properties. the principal assumptions underlying these projections include

revenue growth, maintenance capital expenditure and discount rates.

as at 30 June 2013, the group’s secured borrowings totalling us$309.0m (2012: us$323.0m) (see note 16) were secured on three hotels (2012: three hotels) owned by the group with net book value of us$585.8m (2012: us$604.4m).

10. intangible assets

2013

Bass Straitoil and

Gas RoyaltyCasino

Licences

Hotel/CasinoBrand Total

US$M US$M US$M US$M

CostBalance at 1 July 2012 192.5 45.3 9.6 247.4addition – – 0.4 0.4reclassification to assets held for sale – (7.6) – (7.6)effect of movements in foreign exchange (17.4) (1.1) (0.2) (18.7)

Balance at 30 June 2013 175.1 36.6 9.8 221.5

AmortisationBalance at 1 July 2012 70.1 – – 70.1effect of movements in foreign exchange (6.8) – – (6.8)amortisation charge 4.4 – – 4.4

Balance at 30 June 2013 67.7 – – 67.7

net Book value at 30 June 2013 107.4 36.6 9.8 153.8

<< 42



10. intangible assets Continued

2012

Bass Straitoil and

Gas RoyaltyCasino

LicencesCasinoBrand Total

US$M US$M US$M US$M

CostBalance at 1 July 2011 203.2 46.5 9.8 259.5effect of movements in foreign exchange (10.7) (1.2) (0.2) (12.1)

Balance at 30 June 2012 192.5 45.3 9.6 247.4

AmortisationBalance at 1 July 2011 69.4 – – 69.4effect of movements in foreign exchange (3.8) – – (3.8)amortisation charge 4.5 – – 4.5

Balance at 30 June 2012 70.1 – – 70.1

net Book value at 30 June 2012 122.4 45.3 9.6 177.3

the Bass strait oil and gas royalty represents the group’s interest in the Bass strait oil trust (“BSoT”). Bsot is a unit trust managed by Bass strait oil management limited, a wholly owned subsidiary of the company.

the recoverable amount of Bsot was estimated based on its value in use, being the present value of the company’s share of the projected future cash flows. a pre-tax discount rate of 10% (2012: 10%) was used.

the recoverable amount of Bsot exceeded the carrying amount as at 30 June 2013 and 30 June 2012 and no impairment was required.

impairment tests of both the casino licences and the brand name have been undertaken based on value in use calculations. those calculations use cash flow projections based on actual operating results in current period and budgeted operating results for next year and for subsequent years. the growth rate used to extrapolate cash flow projection does not exceed the long term average growth rate for the industry. a pre-tax discount rate of 14% (2012: 18%) has been used in discounting the projected cash flows. the calculation of value in use is sensitive to the assumptions used in table drops, win rate, royalty and discount rates. the value in use calculations exceeded the carrying amount and therefore, no impairment was required.

11. other investments

2013 2012US$M US$M

shares in unlisted venture fund 3.3 3.5

3.3 3.5

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Financials Section

12. development properties

the group’s development properties, which are wholly owned, are located in the united states of america, being the 54,636 (2012: 54,636) acre land parcel on molokai island in hawaii, and the denarau island resort and port denarau retail commercial centre in fiji.

the directors have reviewed the cashflow projections and expected realisable amounts of the development properties, taking into account prevailing and expected market conditions as well as historical trends and performance. during the year, an external valuation was also performed for the development properties in molokai. the estimated realisable value of the development properties in molokai exceeded the carrying amount as at 30 June 2013 and 30 June 2012 and no impairment was required.

13. trade and other receivables2013 2012

US$M US$M

trade receivables* 33.0 30.1deposits 1.0 1.0royalty income receivable 8.4 11.3prepaid expenses 32.6 34.1other receivables 0.4 2.1

75.4 78.6

* Trade receivables are stated net of allowance of doubtful debts of US$0.5m (2012: US$0.7m). Refer to note (22) for more details.

14. assets held For sale2013 2012

US$M US$M

casino licences 7.6 –

7.6 –

the group holds us$7.6m (£5.0m) worth of intangible assets relating to casino licences. sale has been agreed as at year end but transfer of risk and rewards was confirmed only subsequent to 30 June 2013. the intangible assets have been reclassified to assets held for sale in accordance to ifrs 5.

15. cash and cash equivalents2013 2012

Note US$M US$M

Bank balances 13.9 2.5call deposits 0.8 16.4cash in hand 0.6 0.6

cash and cash equivalents in the statement of financial position 15.3 19.5Bank overdrafts 16 (7.6) –

cash and cash equivalents in the statement of cash flow 7.7 19.5

<< 44



15. cash and cash equivalents Continued

cash and cash equivalents are denominated in the following currencies:

2013 2012US$M US$M

united states dollars 9.3 8.7singapore dollars 2.1 2.0pound sterling 1.5 6.5australian dollars 0.7 1.5new Zealand dollars 0.7 0.3fiji dollars 1.0 0.5

15.3 19.5

call deposits at the reporting date have contractual maturity periods ranging between overnight and one month with the following weighted average effective interest rates:

2013 2012% %

united states dollars – 0.11pound sterling – 0.42australian dollars 3.53 3.56new Zealand dollars 2.64 1.29singapore dollars – 0.05

16. loans and borroWings

this note provides information about the contractual terms of the group and the company’s loans and borrowings. for more information about the group and the company’s exposure to interest rate, security and foreign currency risk, refer to note (22).

2013 2012US$M US$M

Group

current liaBilitiesBank overdrafts 7.6 –unsecured bank loans 27.3 49.7

34.9 49.7

non-current liaBilitiesmortgage debenture stock 309.0 323.0

309.0 323.0

343.9 372.7

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Financials Section

16. loans and borroWings Continued

2013 2012US$M US$M

Company

current liaBilitiesunsecured bank loans 27.3 49.7

27.3 49.7

Terms and debt repayment schedule Total Under 1 Year 1 - 2 Years 2 - 5 Years over 5 YearsUS$M US$M US$M US$M US$M

Group2013

unsecured bank loans:- united states dollars 17.0 17.0 – – –- singapore dollars 10.3 10.3 – – –mortgage debenture stock:- pound sterling 309.0 – 219.6 89.4 –

336.3 27.3 219.6 89.4 –

2012

unsecured bank loans:- pound sterling 49.7 49.7 – – –mortgage debenture stock:- pound sterling 323.0 – – 231.0 92.0

372.7 49.7 – 231.0 92.0

Terms and debt repayment schedule Total Under 1 Year 1 - 2 Years 2 - 5 Years over 5 YearsUS$M US$M US$M US$M US$M

Company2013

unsecured bank loans:- united states dollars 17.0 17.0 – – –- singapore dollars 10.3 10.3 – – –

27.3 27.3 – – –

2012

unsecured bank loans:- pound sterling 49.7 49.7 – – –

49.7 49.7 – – –

during the financial year, there is no buy-back of the 2014 mortgage debenture stock. in 2012, the group repurchased mortgage debenture stocks with a carrying value of us$40.2m (£25.7m) for us$45.0m (£28.4m).

<< 46



17. trade and other payables

2013 2012US$M US$M

trade payables 30.4 29.2interest payable 0.9 1.0commission payable 3.8 3.1management fee payable to a related party 1.8 2.4value added tax payable 4.3 4.6accrued expenses 6.7 5.1deposits received 8.4 18.3accrued rental 19.0 18.1other payables 14.3 18.6

89.6 100.4

18. provisions

Group Pensions Litigation TotalUS$M US$M US$M

Balance at 1 July 2012 16.5 0.5 17.0Write-back of provisions during the year (7.5) – (7.5)effect of movements in foreign exchange (0.2) – (0.2)provisions utilised during the year (5.1) – (5.1)

Balance at 30 June 2013 3.7 0.5 4.2

provisions as at 30 June 2013 are disclosed as:current liabilities – 0.5 0.5non-current liabilities 3.7 – 3.7

3.7 0.5 4.2

Grouponerous

Leases Pensions Litigation TotalUS$M US$M US$M US$M

Balance at 1 July 2011 0.5 11.5 0.4 12.4provisions made during the year – 10.7 0.2 10.9effect of movements in foreign exchange – (0.5) (0.1) (0.6)provisions utilised during the year (0.5) (5.2) – (5.7)

Balance at 30 June 2012 – 16.5 0.5 17.0

provisions as at 30 June 2012 are disclosed as:current liabilities – – 0.5 0.5non-current liabilities – 16.5 – 16.5

– 16.5 0.5 17.0

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Financials Section

18. provisions Continued

provisions made during the year are included in:

2013 2012US$M US$M

personnel expenses 0.4 0.6other operating expenses – 0.2

0.4 0.8

Company Litigation TotalUS$M US$M

Balance at 1 July 2012 0.2 0.2provisions made during the year – –

Balance at 30 June 2013 0.2 0.2

current liabilities 0.2 0.2

Balance at 1 July 2011 – –provisions made during the year 0.2 0.2

Balance at 30 June 2012 0.2 0.2

current liabilities 0.2 0.2

Pensions

the group has several defined contribution and defined benefit pension schemes, all of which are closed to new members and managed by independent administrators. actuarial valuations are carried out at least once every three years and informal valuations are carried out in the intervening years.

2013 2012US$M US$M

present value of funded obligations (123.5) (127.4)fair value of plan assets 119.8 110.9

present value of net obligations (3.7) (16.5)

changes in the present value of the defined benefit obligation:opening defined benefit obligation 127.4 116.6service cost 0.4 0.4interest cost 5.2 6.0actuarial (gains) and losses (2.1) 11.2Benefits paid (4.5) (3.8)exchange differences (2.9) (3.0)

closing defined benefit obligation 123.5 127.4

<< 48



18. provisions Continued

2013 2012US$M US$M

changes in the fair value of plan assets:opening fair value of plan assets 110.9 105.1expected return on pension scheme assets 6.5 6.9contributions from the company 5.1 5.2Benefits paid (4.5) (3.8)actuarial gains 4.3 0.2exchange differences (2.5) (2.7)

closing fair value of plan assets 119.8 110.9

movements in the net liability for defined benefit pension scheme obligations recognised in the statement of financial position:

2013 2012US$M US$M

opening balance (16.5) (11.5)contributions paid 5.1 5.2income / (expense) recognised in the income statement (see below) 1.0 0.5actuarial gains / (losses) recognised in other comprehensive income

(see below) 6.6 (11.2)effect of foreign exchange 0.1 0.5

closing balance (3.7) (16.5)

income / (expense) recognised in the income statement:current service costs (0.4) (0.4)interest on obligation (5.3) (6.1)expected return on plan assets 6.7 7.0

1.0 0.5

actual return on plan assets 11.1 7.2

actuarial gains / (losses) recognised in other comprehensive income:amount accumulated in retained earnings at 1 July (20.1) (8.9)recognised during the year 6.6 (11.2)

amount accumulated in retained earnings at 30 June (13.5) (20.1)

principal actuarial assumptions as at the reporting date (expressed as weighted averages):

2013 2012% %

discount rate 3.77 4.16expected returns on plan assets – equities 8.00 8.00expected returns on plan assets – bonds 4.55 4.00expected rates of salary increases 3.90 3.40

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Financials Section

19. deFerred tax assets and liabilities

Recognised deferred tax (assets) and liabilities

2013

At1 July2012

(Credited)/Charged to

IncomeStatement/

otherComprehensive

IncomeForeign

Exchange

At30 June

2013US$M US$M US$M US$M

property and equipment 33.0 (9.3) (0.5) 23.2loans and borrowings (5.2) 1.6 0.1 (3.5)casino brand and licences 0.5 (0.7) – (0.2)

28.3 (8.4) (0.4) 19.5

2012

At1 July2011

(Credited)/Charged to

IncomeStatement/

otherComprehensive

IncomeForeign

Exchange

At30 June

2012US$M US$M US$M US$M

property and equipment 58.1 (24.0) (1.1) 33.0loans and borrowings (9.3) 4.0 0.1 (5.2)provisions (0.7) 0.7 – –casino brand and licences 0.5 – – 0.5

48.6 (19.3) (1.0) 28.3

Unrecognised deferred tax assets

deferred tax assets have not been recognised in respect of tax losses of us$625.8m (2012: us$641.9m) in view of uncertainty over availability of future taxable profits against which the losses can be utilised.

the tax losses do not expire under current tax legislation.

the ability to utilise these losses is dependent on future profits and meeting any relevant local tax requirements.

<< 50



20. share capital and reserves

ordinary SharesShare capital – authorised 2013 2012

number of shares of par value of us$0.20 each at beginning and end of the year 5,000,000,000 5,000,000,000

ordinary SharesShare capital – fully paid 2013 2012

number of shares in issue at beginning and end of the year 1,368,063,633 1,368,063,633

Contributed surplus

contributed surplus represents the excess of paid up share capital over the par value of the ordinary shares.

Translation reserve

the translation reserve comprises foreign exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from the functional currency of the company.

Fair value reserve

the fair value reserve comprises the cumulative gain or loss resulting from stating available-for-sale investments at fair value.

Capital reserve - share based payment

this comprises the gain or loss recognised when an employee exercises the share options granted under esos 2008.

Equity compensation reserve

this represents the cumulative value of services received from employees for the issue of share options.

ESoS Reserve

this comprises the cost of the company’s shares acquired and held by the trustee for the purpose of satisfying outstanding share options granted to eligible employees under esos 2008. as at 30 June 2013, the number of shares of the company held in the esos reserve amounted to 60.9 million (2012: 43.3 million).

Capital management

the company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. the Board of directors monitors the return on capital, which the group defines as profit attributable to equity holders of the company divided by shareholders’ equity and the level of dividends to ordinary shareholders.

the Board seeks to maintain a balance between the higher returns that might be possible with higher level of borrowings and the advantages and security afforded by a sound capital position.

there were no changes in the company’s approach to capital management during the financial year.

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Financials Section

21. employee share option scheme

The GuocoLeisure Limited Executives’ Share option Scheme 2008 (“ESoS 2008”)

esos 2008 was approved by the shareholders of the company on 17 october 2008 and by the shareholders of guoco group limited on 21 november 2008 (“ESoS Effective Date”). esos 2008 allows the grant of options over newly issued and/or existing shares of the company to eligible confirmed employees of the group (including executive directors) who are at least twenty-one (21) years of age and who are not undischarged bankrupts (“Employees”). non-executive directors and employees of the group’s associates, directors and employees of guoco group limited and its subsidiaries (excluding members of the group) and the group’s controlling shareholders and its associates are not eligible to participate in esos 2008.

esos 2008:

(1) aligns the long-term interests of the employees with those of the company’s shareholders and encourage employees to assume greater responsibility for the performance of the businesses that they manage;

(2) motivates employees towards strategic business objectives;

(3) rewards employees with an equity stake in the success of the group; and

(4) makes the total compensation package more competitive in order to attract, retain and motivate high caliber executives.

the company has established a trust for esos 2008, and the trust is administered by a trustee. the trustee is appointed by and may be removed by the company. the trustee manages the trust in accordance with the trust deed. pursuant to the trust deed, the trust acquires issued shares of the company for the purpose of satisfying outstanding options granted to eligible employees. to enable the trustee to purchase issued shares of the company for the purpose of the trust, the trustee may from time to time accept financial assistance from the company on terms and conditions agreed between the trustee and the company. the trust will terminate on 16 october 2031 or on a date determined by the company, whichever is earlier. upon the termination of the trust, the trustee will dispose of any remaining esos reserve (i.e., any remaining shares held under the trust) in accordance with the instructions of the company.

the company’s remuneration committee (“RC”) currently comprising mr philip Burdon, mr quek leng chan, and ms Jennie chua, who are not participants of esos 2008, will administer esos 2008 and may grant options to any eligible employee during the term of esos 2008.

the number of shares over which the rc may grant options under esos 2008 on any date, when added to the number of shares issued and transferred and issuable and transferable in respect of all options granted under esos 2008, shall not in aggregate exceed 15% of the issued share capital of the company on the day preceding that date, provided that the maximum aggregate number of new shares over which the rc may grant options, when added to the number of new shares issued and issuable in respect of all options granted under esos 2008, shall not exceed 10% of the issued share capital of the company as at the esos effective date. as at the date of this report, the total number of new shares available for issue over which options under esos 2008 may be granted is 136,806,363, which represents approximately 10% of the issued share capital of the company.

the maximum entitlement of any participant in respect of the total number of new shares issued and to be issued upon the exercise of options granted in any 12-month period shall not exceed 1% of the share capital of the company in issue as at any date of grant. the grant of an option to a participant shall be accepted within 30 days from the date on which an option is granted accompanied by a payment of s$1 as consideration.

during the financial year, the company granted 79,900,000 options pursuant to esos 2008.

<< 52



21. employee share option scheme Continued

as at 30 June 2013, the total number of the company’s shares comprised in the options granted under esos 2008 was 76,005,000.

details of the movements in the options granted under esos 2008 during the financial year are as follows:

2013 2012

outstanding at the beginning of the financial year 210,000 5,300,000options granted during the financial year 79,900,000 –options cancelled / lapsed during the financial year (4,105,000) (5,090,000)

outstanding at the end of the financial year 76,005,000 210,000

details of the options granted to key management personnel and employees of the group under esos 2008 are set out below:

Participants

optionsGranted

Duringthe Financial Year

Aggregateoptions

Granted SinceCommencement of

ESoS 2008 to endof Financial Year

Aggregateoptions

Expired/Lapsed Since

Commencement ofESoS 2008 to end

of Financial Year

Aggregateoptions

outstandingAs at end of

Financial Year

Key management personnel* 30,000,000 30,300,000 (195,000) 30,105,000employees 49,900,000 54,900,000 (9,000,000) 45,900,000

* 65% of options granted to key management personnel on 16 December 2010, which vested on 17 December 2011 and 17 December 2012, have lapsed on 16 June 2012 and 16 March 2013.

save as disclosed above, since the commencement of esos 2008, no options have been granted to any other key management personnel of the company or to controlling shareholders of the company or their associates. save as disclosed above, since the commencement of esos 2008, there is no other participants who have received 5% or more of the total number of options available under esos 2008.

since the commencement of esos 2008, no options have been granted at a discount and no options have been granted to any parent group director or employee.

the fair value of services received in return for share options granted are measured by reference to the fair value of share options granted. the estimate of the fair value of the services received is measured based on a Black-scholes model. the expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. the expected volatility, dividend yield and risk-free rate are based on 5-year historical trends.

53 >>


Financials Section

21. employee share option scheme Continued

date of grant of options 13 may 2013 16 december 2010

Fair value of share options and assumptions :

fair value at measurement date 0.17 - 0.227 0.189 - 0.263share price at the date of grant 0.83 0.715exercise price 0.86 0.713expected volatility (%) 34.1 56.7expected option life (year) 3.6 - 8.6 1.5 - 3.25expected dividend yield (%) 2.41 1.99risk-free interest rate (%) 1.05 2.04

the exercise price is equal to the 5-day weighted average market price of the shares immediately prior to the date of grant of the options.

the options granted on 16 december 2010 under esos 2008 will be valid from 16 december 2010 to 16 march 2014 and are exercisable in accordance with the following schedule:

• 30% of the options granted vested on 17 december 2011 and were exercisable up to and including 16 June 2013;

• 35% of the options granted will vest on 17 december 2012 and will be exercisable up to and including 16 march 2013; and

• the balance 35% of the options granted will vest on 17 december 2013 and will be exercisable up to and including 16 march 2014.

the options granted on 13 may 2013 under esos 2008 will be valid from 13 may 2013 and will vest in two tranches:

• the first tranche of up to 20% - 35% will vest at the end of the financial year 2015/2016 upon the achievement of the applicable performance targets; and

• the second tranche of up to 65% to 80% will vest within three months of the end of the financial year 2018/2019 upon the achievement of the applicable performance targets.

each tranche, once vested, is exercisable as follows:

• 40% of which is exercisable within 6 months from vesting date;

• 40% of which is exercisable from the commencement of the 13th month to the end of the 18th month from vesting date; and

• 20% of which is exercisable from the commencement of the 25th month to the end of the 30th month from vesting date.

esos 2008 will continue to be in force at the discretion of the rc, subject to a maximum period of 10 years commencing from the esos effective date.

a trust has been established by the company pursuant to which the trustee holds 60.9 million shares of the company in the esos reserve as at 30 June 2013, for the grantees of esos 2008, for the purpose of satisfying any outstanding options that may be exercised under esos 2008.

<< 54



22. Financial instruments

Financial risk management objectives and policies

exposure to credit, interest rate and currency risk arises in the normal course of the group’s business. the group has drawn up a treasury risk policy statement, which sets out the general risk management philosophy and framework.

derivative financial instruments may be used to reduce the exposure of underlying assets and liabilities to fluctuations in foreign exchange rates and interest rates. While these are subject to the risk of market rates changing subsequent to acquisition, such changes are generally offset by opposite effects on the items being hedged.

from time to time, the group may also enter into transactions with the intention to secure financial benefits from favourable market conditions.

(A) Credit risk

the group’s credit risks are primarily attributable to bank deposits, debt securities, derivative financial instruments and trade and other receivables. management has a credit policy in place and the exposures to these credit risks are monitored on an on-going basis.

the group’s deposits are primarily bank deposits. transactions involving derivative financial instruments are with counterparties with sound credit ratings. the group monitors exposures to individual counterparty and country to manage concentration risk.

the group’s credit exposure in its property development business is minimal as customers mostly fund their purchases of commercial and residential units with mortgaged loans from independent financial institutions. the hotel business has its own credit policy to allow credit period of up to 14 days for certain of its customers. the group has no significant concentrations of credit risks and does not obtain any collateral from customers.

the maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the statement of financial position after deducting any impairment allowance.

the ageing receivables at the reporting date are:

GrossAllowances forDoubtful Debts Gross

Allowances forDoubtful Debts

2013 2013 2012 2012US$M US$M US$M US$M

Group

not past due 27.1 – 23.5 –past due 0 – 30 days 5.3 – 5.8 –past due 31 – 180 days 0.8 0.2 0.9 0.3past due 181 – 365 days 0.1 0.1 0.6 0.4more than one year 0.2 0.2 – –

33.5 0.5 30.8 0.7

55 >>


Financials Section

22. Financial instruments Continued

(A) Credit risk Continued

the change in allowances for doubtful debts during the year is as follows:

US$M

Group

Balance at 1 July 2012 0.7provision made / (written back) during the year (net) (0.2)

Balance at 30 June 2013 0.5

Balance at 1 July 2011 1.4provision made / (written back) during the year (net) (0.7)

Balance at 30 June 2012 0.7

Based on historical default rates, the group believes that no other impairment allowance is necessary. these receivables are mainly relating to customers that have a good record with the group.

(B) Liquidity risk

liquidity is managed on a daily basis by the treasury and finance departments. they are responsible for ensuring that the group has adequate liquidity for all operations, ensuring that the funding mix is appropriate so as to avoid maturity mismatches. the group manages liquidity risk by holding sufficient liquid assets of appropriate quality to ensure that short term funding requirements are covered.

the following table details the remaining contractual maturities at the reporting date of the group’s and the company’s non-derivative financial liabilities and derivative financial liabilities, which are based on contractual undiscounted cash flows (including interest payments computed using contractual rates or, if floating, based on rates current at the reporting date) and the earliest date the group and the company can be required to pay:

Total More than More thanContractual Within 1 1 Year but 2 Years but

Carrying Undiscounted Year or on Less than Less than More thanAmount Cash Flow Demand 2 Years 5 Years 5 Years

US$M US$M US$M US$M US$M US$M

Group2013

Bank loans and overdraft 34.9 34.9 34.9 – – –secured mortgage debenture stock 309.0 389.0 29.3 228.7 20.0 111.0trade and other payables 89.5 89.5 89.5 – – –interest rate swaps 0.1 0.1 0.1 – – –

433.5 513.5 153.8 228.7 20.0 111.0

<< 56




(B) Liquidity risk Continued

Total More than More thanContractual Within 1 1 Year but 2 Years but

Carrying Undiscounted Year or on Less than Less than More thanAmount Cash Flow Demand 2 Years 5 Years 5 Years

US$M US$M US$M US$M US$M US$M

2012

Bank loans and overdraft 49.7 49.7 49.7 – – –secured mortgage debenture stock 323.0 428.3 30.0 30.0 247.7 120.6trade and other payables 100.0 100.0 100.0 – – –interest rate swaps 0.4 0.4 0.3 0.1 – –

473.1 578.4 180.0 30.1 247.7 120.6

TotalContractual Within 1

Carrying Undiscounted Year or onAmount Cash Flow Demand

US$M US$M US$M

Company2013

Bank loans 27.3 27.3 27.3trade and other payables 2.2 2.2 2.2

29.5 29.5 29.5

2012

Bank loans 49.7 49.7 49.7trade and other payables 2.6 2.6 2.6

52.3 52.3 52.3

(C) Interest rate risk

the group’s interest rate risk arises from treasury activities and borrowings. interest rate risk is managed by the treasury department within approved limits. the group also uses interest rate swaps and other derivatives to manage its interest rate exposure as appropriate. as at 30 June 2013, the group had interest rate swaps with outstanding notional amount of £5.0m (us$7.6m) (2012: £20.0m (us$ 31.2m)).

57 >>


Financials Section


(C) Interest rate risk Continued

(i) Interest rate profile

the following table details the interest rate profile of the group’s and the company’s interest earning financial assets and interest bearing financial liabilities at the reporting date.

2013US$M

2012US$M

Group

floating rate financial assets/(liabilities)deposits with banks 14.7 18.9interest rate swaps (0.1) (0.4)Bank loans and overdrafts (34.9) (49.7) (20.3) (31.2)

fixed rate financial liabilitiessecured mortgage debenture stock (309.0) (323.0)

(309.0) (323.0)

total (329.3) (354.2)

2013US$M

2012US$M

Company

floating rate financial liabilitiesBank loans (27.3) (49.7)

(27.3) (49.7)

(ii) Sensitivity analysis

as at 30 June 2013, it is estimated that a general increase / decrease of 50 (2012: 50) basis points in interest rates, with all other variables held constant, would decrease / increase the group’s profit and total equity by approximately us$0.2m (2012: us$0.2m). this takes into account the effect of interest earning bank deposits and interest bearing bank loans and other borrowings as at 30 June 2013. for interest rate swap, a general increase of 25 (2012: 25) basis points in interest rates would decrease the group’s profit and total equity by approximately us$0.01m (2012: us$0.2m), and a general decrease of 25 (2012: 25) basis points would result in a decrease of us$0.01m (2012: us$0.3m).

the sensitivity analysis above has been determined assuming that the change in interest rates had occurred at the reporting date and had been applied to the exposure to interest rate risk for both derivative and non-derivative financial instruments in existence at that date.

<< 58




(D) Foreign currency risk

foreign currency positions arise mainly on overseas investments in singapore, australia, new Zealand and united Kingdom. currency exposure to these overseas investments is managed primarily at the group level with the principal objective of ensuring that the group’s reserves are protected from exchange rate fluctuations.

during the year, the group has entered into foreign exchange rate related contracts, which are primarily over-the-counter derivatives, for hedging foreign currency exposures or dealing purposes. all foreign currency positions are managed and monitored within approved limits.

(i) Exposure to foreign currency risk

the following table details the impact of foreign currency risk arising from recognised assets or liabilities denominated in a currency other than the functional currency of the group.

New Zealand Australia Singapore Pound FijiDollars Dollars Dollars Sterling Dollars

$M $M $M $M $M

Group

2013

trade and other receivable – 9.1 0.3 42.7 1.3cash and cash equivalents 0.9 0.8 2.6 1.0 1.8trade and other payables (0.1) (0.4) (1.1) (55.5) (0.3)loan and borrowings – – (13.0) (207.5) –

gross exposure arising from recognised assets and liabilities 0.8 9.5 (11.2) (219.3) 2.8

notional amounts of forward exchange contracts at fair value through the income statement – (4.5) – – –

overall net exposure 0.8 5.0 (11.2) (219.3) 2.8

2012

trade and other receivable – 11.1 0.2 46.5 2.6cash and cash equivalents 0.4 1.5 2.6 4.2 1.0trade and other payables (0.1) (0.5) (1.3) (59.6) (2.4)loan and borrowings – – – (238.6) –

gross exposure arising from recognised assets and liabilities 0.3 12.1 1.5 (247.5) 1.2

notional amounts of forward exchange contracts at fair value through the income statement – (6.5) – 31.8 –

overall net exposure 0.3 5.6 1.5 (215.7) 1.2

59 >>


Financials Section


(D) Foreign currency risk Continued

(i) Exposure to foreign currency risk Continued

New Zealand Australia Singapore Pound FijiDollars Dollars Dollars Sterling Dollars

$M $M $M $M $M

Company

2013

loan and borrowings – – (13.0) – –

gross exposure arising from recognised assets and liabilities – – (13.0) – –

notional amounts of forward exchange contracts at fair value through the income statement – (4.5) – – –

overall net exposure – (4.5) (13.0) – –

2012

loan and borrowings – – – (31.8) –

gross exposure arising from recognised assets and liabilities – – – (31.8) –

notional amounts of forward exchange contracts at fair value through the income statement – – – 31.8 –

overall net exposure – – – – –

(ii) Sensitivity analysis

a strengthening of the following foreign currencies against the major functional currencies of the group entities at the reporting date would increase or decrease the income statement by the amounts shown below. there is no impact on the other components of equity. this analysis assumes that all other variables, in particular interest rates, remain constant.

Geographical Region Functional Currencies Foreign CurrenciesIncrease in Foreign

Exchange Rates

Increase / (Decrease)in Profit before Tax

US$M

2013

united Kingdom gBp sgd 5.00% –

asia and united states of america usd

sgd 5.00% (0.5)gBp 5.00% 0.1aud 5.00% (0.2)

australasia nZd fJd 5.00% *

<< 60




(D) Foreign currency risk Continued

(ii) Sensitivity analysis Continued

Geographical Region Functional Currencies Foreign CurrenciesIncrease in Foreign

Exchange Rates

Increase / (Decrease)in Profit Before Tax

US$M

2012

united Kingdom gBp sgd 5.00% (0.1)

asia and united states of america usd

sgd 5.00% *gBp 5.00% *aud 5.00% (0.3)

australasia nZd fJd 5.00% –


a weakening of the above foreign currencies against the functional currencies would have an equal but opposite effect.

(E) Equity price risk

the group is exposed to equity price changes arising from equity investments classified as other investments (see note 11).

the group maintains a diversified investment portfolio, which comprises of global and regional counters, listed and unlisted. investments are chosen to enhance creation of capital value for trading purpose as well as for long-term potential growth.

as at 30 June 2013, it is estimated that an increase / decrease of 7% (2012: 7%) in the market value of the group’s available-for-sale equity securities, with all other variables held constant, would affect the group’s total equity by us$0.2m (2012: us$0.2m). it is assumed that none of the available-for-sale investments would be considered impaired as a result of relevant risk variables.

(F) Fair value estimation other than for the mortgage debenture stocks, other financial instruments are carried at amounts not materially different

from their fair values due to the relatively short term maturity or they are repriceable.

the fair value of the mortgage debenture stock as at 30 June 2013 is estimated to be us$365.8m (2012: us$406.6m).

Fair value hierarchy the table below analyses financial instruments carried at fair value, by valuation method. the different levels have been

defined as follows:

• level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. • level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either

directly (i.e., as prices) or indirectly (i.e., derived from prices). • level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

61 >>


Financials Section


(F) Fair value estimation Continued

Level 1 Level 2 Level 3 TotalGroup US$M US$M US$M US$M

2013

available-for-sale financial assets – – 3.3 3.3derivative financial assets – 0.1 – 0.1derivative financial liabilities – (0.1) – (0.1)

– – 3.3 3.3

2012

available-for-sale financial assets – – 3.5 3.5derivative financial assets – 0.4 – 0.4derivative financial liabilities – (0.4) – (0.4)

– – 3.5 3.5

the following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in level 3 of the fair value hierarchy:

2013 2012Group US$M US$M

opening balance 3.5 4.3total unrealised gains and losses recognised in the income statement – –total gains and losses recognised in other comprehensive income - net change in fair value of available-for-sale financial assets (0.2) (0.8)

closing balance 3.3 3.5

23. commitments

(A) operating leases

non-cancellable operating lease rentals are payable as follows:

2013 2012US$M US$M

Within one year 67.4 67.7Between one and five years 263.7 266.5over five years 1,189.2 1,228.9

1,520.3 1,563.1

the group leases a number of properties under operating leases. the leases typically run for periods of up to thirty years, with an option to renew the lease after expiry date. regular lease payment reviews are required by the majority of the lease agreements.

<< 62



23. commitments Continued

(A) operating leases Continued

total operating lease expense payable for the year is us$67.4m (2012: us$67.7m) and is included in:

2013 2012US$M US$M

direct cost of raw materials and consumables 64.4 64.7other operating expenses (note 5) 3.0 3.0

67.4 67.7

(B) Commitments

capital expenditures contracted for at the reporting date but not recognised in the financial statements and investment commitment in a venture fund are as follows:

2013 2012US$M US$M

hotels, property and equipment 5.6 4.3unlisted venture fund 0.4 0.4

6.0 4.7

24. related party transactions

for the purposes of these financial statements, parties are considered to be related to the group and company if the group and company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the group and company and the party are subject to common control or common significant influence. related parties may be individuals or entities.

The Company

the company has advances to subsidiaries of us$81.7m (2012: us$119.7m). the advances are unsecured and repayable on demand. Where interest is charged, it is calculated by reference to market rates. the administration fee paid to a subsidiary was us$0.8m (2012: us$1.1m).

new loans were granted to the trust for esos 2008 during the financial year. the loan balance as at 30 June 2013 was s$55.7m (us$44.1m) (2012: s$43.6m (us$27.9m)). a total of 17.6 million (2012: 3.3 million) shares of the company were acquired by the trustee and added to the esos reserve during the financial year.

in addition to the related party information disclosed elsewhere in the financial statements, fees paid under a master agreement for services dated 25 June 2008 between guoline group management co. limited (“GGMC”, a company related to a director and the controlling shareholder of the group), gomc limited and guoco group limited (“GGL”) for the provision of corporate management services during the financial year by ggmc to various ggl subsidiaries, including members of the group, amounted to us$2.4m (2012: us$2.9m) (note 5).

except as disclosed above, there were no material contracts of the company and its subsidiaries involving the interests of the group executive director, any directors or controlling shareholder subsisting as at 30 June 2013 or entered into since 30 June 2012.

63 >>


Financials Section

25. signiFicant subsidiariesCountry of ownership Interest

Auditors Incorporation 2013 2012 subsidiaries held by:CompanyBil nZ treasury limited Kpmg new Zealand new Zealand 100% 100%ma sing investments limited * British virgin islands 100% 100%Wayforward services limited * British virgin islands 100% 100%glh hotels group limited * Bermuda 100% 100% (fka guoman hotels group limited)clermont leisure international limited * Jersey 100% 100%

Groupguocoleisure management pte ltd Kpmg singapore singapore 100% 100%Bil australia pty ltd Kpmg australia australia 100% 100%Bil (far east holdings) limited Kpmg hong Kong hong Kong 100% 100%glh hotels holdings limited Kpmg united Kingdom united Kingdom 100% 100% (fka guoman hotels holdings limited)molokai properties limited * united states of america 100% 100%tabua investments limited pricewaterhousecoopers fiji fiji 100% 100%glh hotels limited Kpmg united Kingdom united Kingdom 100% 100% (fka guoman hotels limited)clermont leisure (uK) limited Kpmg united Kingdom united Kingdom 100% 100%

* Not required to be audited by law in country of incorporation.

the number of companies within the group as at 30 June 2013 was 79 (2012: 79).

during the year, the company carried out a review of the carrying amounts of its investments in and advances to subsidiaries. as a result of this, no (2012: us$210.0m) impairment loss has been written back for investments and advances to subsidiaries during the year mainly due to recovery of previously impaired amounts upon winding-up of certain subsidiaries.

26. dividends

subject to shareholders’ approval, the Board has proposed a first and final dividend of s$0.02 per share for the financial year ended 30 June 2013, amounting to us$21.7m. the dividend, if approved, will be paid on 22 november 2013 to shareholders on record as at 5.00 p.m. on 7 november 2013. the company is not required to withhold any tax on payment of dividends to its shareholders. the dividend will be paid at the gross amount. dividends received by shareholders may or may not be taxable in their hands depending on their tax profile and the jurisdiction they are in.

27. company statement oF cash FloWs

no statement of cash flows is prepared for the company as there are no cash inflows and outflows during the financial year and in the previous financial year.

28. neW standards and interpretations not yet adopted

new standards, amendments to standards and interpretations that are not yet effective for the year ended 30 June 2013 have not been applied in preparing these financial statements. none of these will have an effect on the financial statements of the group.

<< 64



administration fee expense (0.8) (1.1)other expenses (1.9) (2.9)

loss from operations (2.7) (4.0)interest on borrowing (0.4) (0.8)net foreign exchange gains / (losses) 19.9 (8.7)reversal of impairment loss on investments in and advances to subsidiaries – 210.0

profit Before tax 16.8 196.5income tax expense 7 – –


other comprehensive income, net of income tax – –


the accompanying notes form an integral part of the financial statements.

company statement oF comprehensive incomefor the year ended 30 June 2013

65 >>


Financials Section

ShareCapital US$M

ContributedSurplus US$M

CapitalReserve

Share BasedPayment

US$M

EquityCompensation

ReserveUS$M

ESoS Reserve

US$M

RetainedEarnings

US$M Total US$M

Balance at 1 July 2012 273.6 654.2 (1.6) 2.7 (30.0) 378.6 1,277.5

Total comprehensive income for the yearprofit for the year – – – – – 16.8 16.8other comprehensive income – – – – – – –

total comprehensive income for the year, net of income tax – – – – – 16.8 16.8

Transactions with owners, recorded directly in equity

purchase of shares of the company for esos 2008 – – – – (10.3) – (10.3)

first and final dividend of s$0.02 per share for the year ended 30 June 2012 – – – – – (21.7) (21.7)

Total transactions with owners – – – – (10.3) (21.7) (32.0)

Balance at 30 June 2013 273.6 654.2 (1.6) 2.7 (40.3) 373.7 1,262.3

ShareCapital US$M

ContributedSurplus US$M

CapitalReserve

Share BasedPayment

US$M

EquityCompensation

ReserveUS$M

ESoSReserve

US$M

RetainedEarnings

US$M TotalUS$M

Balance at 1 July 2011 273.6 654.2 (1.6) 2.7 (28.5) 203.2 1,103.6

Total comprehensive income for the yearprofit for the year – – – – – 196.5 196.5other comprehensive income – – – – – – –

total comprehensive income for the year, net of income tax – – – – – 196.5 196.5

Transactions with owners, recorded directly in equity

purchase of shares of the company for esos 2008 – – – – (1.5) – (1.5)

first and final dividend of s$0.02 per share for the year ended 30 June 2011 – – – – – (21.1) (21.1)

Total transactions with owners – – – – (1.5) (21.1) (22.6)

Balance at 30 June 2012 273.6 654.2 (1.6) 2.7 (30.0) 378.6 1,277.5


company statement oF changes in equityfor the year ended 30 June 2013

<< 66



assets

investments in subsidiaries 25 1,209.8 1,209.8

total non-current assets 1,209.8 1,209.8

trade and other receivables 0.5 0.5advances to subsidiaries 24 81.7 119.7

total current assets 82.2 120.2

total assets 1,292.0 1,330.0

less liaBilities

loans and borrowings 16 27.3 49.7trade and other payables 2.2 2.6provisions 18 0.2 0.2

total current liaBilities 29.7 52.5

total liaBilities 29.7 52.5

net assets 1,262.3 1,277.5

share capital and reserves 1,262.3 1,277.5

the accompanying notes form an integral part of the financial statements.

on behalf of the Board of directors

quek leng chan premod paul thomasexecutive chairman executive director

company statement oF Financial positionas at 30 June 2013

67 >>


Financials Section

We have audited the accompanying financial statements of guocoleisure limited (the company) and its subsidiaries (the group), which comprise the statements of financial position of the group and the company as at 30 June 2013, the income statement of the group, statements of comprehensive income and statements of changes in equity of the group and of the company and statement of cash flows of the group for the year then ended, and a summary of significant accounting policies and other explanatory information, as set out on pages 18 to 66.

Management’s responsibility for the financial statements

management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of Bermuda law and international financial reporting standards, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair profit and loss accounts and balance sheets and to maintain accountability of assets.

Auditors’ responsibility

our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with singapore standards on auditing. those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

an audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. the procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. in making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. an audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

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

Opinion

in our opinion, the consolidated financial statements of the group and the statement of financial position of the company are properly drawn up in accordance with the provisions of the international financial reporting standards to give a true and fair view of the state of affairs of the group and of the company as at 30 June 2013 and the results, changes in equity and cash flows of the group for the year ended on that date.

KPMG LLPpublic accountants and chartered accountants

Singapore29 august 2013

report oF the auditorsto the members of guocoleisure limited

<< 68


additional inFormation

exemption From neW Zealand audit requirements

pursuant to the financial reporting act 1993 (“FRA”) and the securities act 1978 (“SA”) of new Zealand, the financial statements of a company which is (a) listed with nZx limited or (b) which has previously issued securities to the public in new Zealand are required to be audited by a “licensed auditor” or “registered audit firm” (as those terms are defined in the auditor regulation act 2011) of new Zealand (“NZ Audit Requirement”).

as the company is dual-listed with a primary listing on the singapore exchange (“SGX”) and a secondary listing with nZx limited (“NZX”) as an overseas listed issuer, and has previously issued securities to the public in new Zealand, it is required to comply with the nZ audit requirement, unless exempted. in the case of the company, the nZ audit requirement commenced for the financial year ended 30 June 2013.

as (a) the company prepares its annual financial statements in accordance with international financial reporting standards (“IFRS”) and such statements are audited by Kpmg llp (an auditing firm registered with the accounting and corporate regulatory authority) in compliance with the requirements of the sgx-st listing manual, and (b) compliance with the nZ audit requirement would impose an undue and unnecessary cost and burden of preparing and auditing financial statements that comply with new Zealand’s implementation of ifrs in addition to financial statements which comply with ifrs generally, the company has applied for and obtained an exemption from the nZ audit requirements as follows:

1. financial reporting act 1993 exemption was granted for the following accounting periods:

(a) the accounting period ended 30 June 2013; and

(b) subsequent accounting periods until 30 June 2018.

2. securities act 1978

exemption was granted for the period from 1 July 2013 to 30 september 2017.

69 >>


Statistics of Shareholdings

according to the register of directors’ shareholding, none of the directors holding office at the end of the financial year had any interest in the shares or convertible securities of the company except as follows:

oRDINARY SHARES oF US$0.20 EACH

DIRECT INTEREST No. oF SHARES

DEEMED INTERESTNo. oF SHARES

AS AT AS AT AS AT AS AT AS AT AS ATDIRECToR 1 July 12 30 JUNE 13 21 JULY 13 1 JULY 12 30 JUNE 13 21 JULY 13

quek leng chan 735,000 735,000 735,000 910,261,434 (1) 911,676,434(2) 911,676,434(2)

oPTIoNS To ACQUIRE oRDINARY SHARES oF US$0.20 EACH

premod paul thomas - 5,000,000 5,000,000 - - -

the directors’ interests in the ordinary shares and convertible securities of the company as at 21 July 2013 were the same as those as at 30 June 2013.

the substantial shareholders of the company and their direct and deemed interests as per the register of substantial shareholders as at 11 september 2013 are set out below:

DIRECT INTEREST DEEMED INTEREST

SUBSTANTIAL SHAREHoLDERNo. oF

oRDINARYNo. oF

oRDINARYSHARES % SHARES %

guocoleisure assets limited (“GLAL”) 902,967,434 66.00 – –guoco group limited – – 902,967,434 (1) 66.00guoline capital assets limited – – 902,967,434 (1) 66.00guoline overseas limited (“GoL”) - - 902,967,434 (1) 66.00hl holdings sdn Bhd – – 902,967,434 (1) 66.00hong leong company (malaysia) Berhad – – 902,967,434 (1) 66.00hong leong investment holdings pte. ltd. – – 917,522,425 (3) 67.07quek leng chan 735,000 0.05 911,676,434 (2) 66.64

Notes:(1) deemed interest arising through glal by virtue of the operation of section 7 of the companies act, cap 50.(2) deemed interest arising through glal and gol by virtue of the operation of section 7 of the companies act, cap 50.(3) deemed interest arising through glal and companies in which the substantial shareholder has interest by virtue of the operation of

section 7 of the companies act, cap 50.

Percentage figures have been rounded to 2 decimal places.

directors’ and substantial shareholders’ interests

<< 70

ANNUAL REPORT 2013GUOCOLEISURE LIMITEDStatistics of Shareholdings

issued and fully paid-up capital : us$273,612,727number of issued and paid-up shares : 1,368,063,633class of shares : ordinary shares of us$0.20 each with equal voting rights

(a) distribution oF shareholdings

SIZE oF SHAREHoLDINGS NUMBER oF SHAREHoLDERS % NUMBER oF SHARES %

1 to 999 15,567 54.05 7,684,277 0.561,000 to 10,000 10,699 37.15 35,849,478 2.6210,001 to 1,000,000 2,503 8.69 128,777,200 9.411,000,001 and above 32 0.11 1,195,752,678 87.41

ToTAL 28,801 100.00 1,368,063,633 100.00

(b) tWenty largest shareholders

NAME oF SHAREHoLDER NUMBER oF SHARES %

guocoleisure assets limited 910,261,434 66.54uoB Kay hian pte ltd 103,163,697 7.54dBs nominees pte ltd 26,310,038 1.92citibank nominees singapore pte ltd 24,086,857 1.76united overseas Bank nominees pte ltd 17,285,371 1.26dBsn services pte ltd 14,788,647 1.08hsBc (singapore) nominees pte ltd 14,094,954 1.03maybank Kim eng securities pte ltd 10,718,695 0.79Bank of singapore nominees pte ltd 10,253,250 0.75cimB securities (singapore) pte ltd 8,194,744 0.60phillip securities pte ltd 6,601,531 0.48raffles nominees (pte) ltd 6,115,340 0.45dBs vickers securities (s) pte ltd 5,507,332 0.40lim & tan securities pte ltd 4,694,350 0.34mellford pte ltd 3,355,000 0.25ocBc securities private ltd 3,289,143 0.24amfraser securities pte. ltd. 2,584,143 0.19new Zealand central securities depository limited 2,482,463 0.18thomas tan soon seng (thomas chen shuncheng) 2,433,000 0.18h & g limited 2,075,000 0.15

ToTAL 1,178,294,989 86.13

(c) shareholding held by the public

Based on information available to the company as at 11 september 2013, approximately 32.56% of the issued shares of the company is held by the public and therefore, rule 723 of the listing manual of the singapore exchange securities trading limited is complied with.

statistics oF shareholdingsas at 11 september 2013

71 >>


Notice of AGM

notice oF annual general meeting

NoTICE IS HEREBY GIVEN THAT the 52nd annual general meeting (“Meeting”) of guocoleisure limited (“Company”) will be held at orchard hotel singapore, orchard Ballroom 1, level 3, 442 orchard road, singapore 238879 on friday, 25 october 2013 at 11.30 a.m. for the following purposes:

ordinary business

1. to lay before the meeting the audited financial statements of the company together with the auditors’ report thereon for the financial year ended 30 June 2013.

2. to approve a first and final dividend of s$0.02 per share for the financial year ended 30 June 2013. (Resolution 1)

3. to re-elect the following directors, each of whom will be retiring by rotation pursuant to Bye-law 86 of the company’s Bye-laws and who, being eligible, offer themselves for re-election:

(a) mr quek leng chan; and

(b) mr philip Burdon.

(Resolution 2)

(Resolution 3)

4. to re-elect mr timothy teo lai Wah who will be retiring pursuant to Bye-law 85(f) of the company’s Bye-laws and who, being eligible, offers himself for re-election.

(Resolution 4)

5. to approve the payment of directors’ fees of s$349,715 for the financial year ended 30 June 2013 (2012: s$427,000).

(Resolution 5)

6. to re-appoint Kpmg llp as the auditors of the company and to authorise the directors to fix their remuneration. (Resolution 6)

special business

to consider and, if thought fit, to approve, with or without modifications, the following resolutions as ordinary resolutions:

7. that approval be and is hereby given to the directors of the company to:

(a) (i) issue shares in the capital of the company (“Shares”) whether by way of rights, bonus or otherwise; and/or

(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue of warrants, debentures or other instruments convertible into shares as well as adjustments to such warrants, debentures or other instruments,

at any time and upon such terms and conditions and for such purposes and to such persons as the directors may at their absolute discretion deem fit; and

(b) notwithstanding the authority conferred by this resolution may have ceased to be in force, issue shares in pursuance of any instrument made or approved by the directors while this resolution is in force,

<< 72

ANNUAL REPORT 2013GUOCOLEISURE LIMITEDNotice of AGM

provided that:

(1) the aggregate number of shares to be issued pursuant to this resolution (including shares to be issued in pursuance of instruments made or approved while this resolution is in force) does not exceed fifty per cent (50%) of the total number of issued shares excluding treasury shares (calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares to be issued other than to shareholders of the company in the proportion of their shareholding in the company (including shares to be issued in pursuance of instruments made or approved while this resolution is in force) does not exceed twenty per cent (20%) of the total number of issued shares excluding treasury shares (calculated in accordance with sub-paragraph (2) below);

(2) for the purpose of determining the aggregate number of shares that may be issued under sub-paragraph (1) above and subject to such manner of calculation as may be prescribed by the singapore exchange securities trading limited (“SGX-ST”), the percentage of issued shares shall be based on the total number of issued shares (excluding treasury shares) at the time at which this resolution is passed, after adjusting for:

(i) new shares arising from the conversion or exercise of any convertible securities or employee share options or vesting of share awards which are outstanding or subsisting at the time at which this resolution is passed; and

(ii) any subsequent consolidation or sub-division of shares;

(3) in exercising the authority conferred by this resolution, the company shall comply with the provisions of the listing manual of the sgx-st (unless such compliance has been waived by the sgx-st) and the Bye-laws for the time being of the company; and

(4) unless revoked or varied by the company in general meeting, the authority conferred by this resolution shall continue in force until the conclusion of the next annual general meeting of the company or the date by which the next annual general meeting of the company is required by law to be held, whichever is earlier. (Resolution 7)

8. that approval be and is hereby given to the directors to offer and grant options (“options”) in accordance with the provisions of “the guocoleisure limited executives’ share option scheme 2008” (“Scheme”) and to allot and issue from time to time such number of shares as may be required to be issued pursuant to the exercise of the options (notwithstanding that the exercise thereof or such allotment and issue may occur after the conclusion of the next or any ensuing annual general meeting of the company), provided that:

(a) the aggregate number of shares in respect of which the committee administering the scheme (“Committee”) may on any date grant options, when added to the number of shares issued and transferred and issuable and transferable in respect of all options under the scheme, shall not exceed fifteen per cent (15%) of the total number of issued shares of the company (excluding treasury shares) on the day preceding that date (“Scheme Limit”), provided that for so long as the company is a subsidiary of guoco group limited (“GGL”) and ggl is listed on the hong Kong stock exchange (“HKSE”) but subject always to the scheme limit:

(1) the aggregate number of shares over which the committee may on any date grant options, when added to the number of new shares issued and issuable in respect of all options granted under the scheme, shall not exceed ten per cent (10%) of the total number of issued shares as at 21 november 2008 (being the date of approval of the scheme by the shareholders of ggl) or such other limit as may be prescribed or permitted by the hKse from time to time (“HKSE Listing Rules Limit”); and

notice oF annual general meeting Continued

73 >>


Notice of AGM

(2) the hKse listing rules limit may be increased under the hKse listing rules as provided under the scheme; and

(b) the aggregate number of shares to be offered under the scheme to selected confirmed employees of the company or any of its subsidiaries (including executive directors of the company or any of its subsidiaries) (subject to adjustments, if any, made under the scheme) shall not exceed such limits or (as the case may be) sub-limits as may be prescribed in the scheme. (Resolution 8)

9. to transact any other ordinary business that may be transacted at an annual general meeting.

notice oF book closure date For First and Final dividend

NoTICE IS HEREBY GIVEN THAT subject to shareholders of the company approving the proposed payment of the first and final dividend (“Dividend”) at the annual general meeting to be held on 25 october 2013, the share transfer books and register of members of the company will be closed on 8 november 2013 for the preparation of dividend warrants.

duly completed instruments of transfer received by the following branch registrars up to 5.00 p.m. on 7 november 2013 (singapore time or new Zealand time, as the case may be) will be registered to determine shareholders’ entitlements to the dividend:

M & C Services Private Limited112 robinson road #05-01

singapore 068902

Computershare Investor Services Limitedprivate Bag 92119

auckland 1142level 2, 159 hurstmere road

takapuna, auckland 0622new Zealand

shareholders (being depositors) whose securities accounts with the central depository (pte) limited are credited with shares in the capital of the company as at 5.00 p.m. on 7 november 2013 will be entitled to the dividend.

the dividend, if so approved by shareholders, will be paid on 22 november 2013.

By order of the Board

SUSAN LIMgroup company secretary8 october 2013singapore

<< 74

ANNUAL REPORT 2013GUOCOLEISURE LIMITEDNotice of AGM

explanatory notes

1. in relation to ordinary resolutions 2 and 3, mr quek leng chan will upon re-relection, continue to serve as the chairman of the Board. upon re-election, mr philip Burdon shall continue to serve as chairman of the nominating committee and remuneration committee. mr Burdon is considered an independent director. please refer to the sections on Board of directors and corporate governance in the annual report for further details on mr quek leng chan and mr philip Burdon respectively.

2. in relation to ordinary resolution 4 , Bye-law 85(B) of the company’s Bye-laws permits the directors to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors. Bye-law 85(f) states that any director so appointed shall hold office only until the next following annual general meeting, and shall then be eligible for re-election. mr timothy teo was appointed as director on 1 July 2013 and he is seeking re-election at the forthcoming 52nd annual general meeting and will upon re-election, continue to serve as chairman of the audit and risk management committee. mr timothy teo is considered an independent director. please refer to the sections on Board of directors and corporate governance in the annual report for further details on mr timothy teo.

3. resolution 7, if passed, will (unless revoked or varied by the company in general meeting) empower the directors from the date of this annual general meeting until the date of the next annual general meeting of the company, or the date by which the next annual general meeting of the company is required by law to be held, whichever is earlier, to issue shares, make or grant instruments convertible into shares, and to issue shares pursuant to such instruments, up to an amount not exceeding in total 50% of the total number of issued shares (excluding treasury shares), with a sub-limit of 20% for issues other than on a pro rata basis to shareholders of the company.

for the purpose of determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the company will be calculated based on the total number of issued shares (excluding treasury shares) in the capital of the company at the time that resolution 7 is passed, after adjusting for (a) new shares arising from the conversion or exercise of the instruments or any convertible securities or employee share options or the vesting of share awards which are outstanding or subsisting at the time that resolution 7 is passed, and (b) any subsequent consolidation or sub-division of shares.

4. resolution 8, if passed, will empower the directors to allot and issue shares in the capital of the company of up to a number not exceeding in total 15% of the total number of issued shares (excluding treasury shares, if any) in the capital of the company from time to time pursuant to the exercise of options under the scheme, with a sub-limit of 10% of the total number of issued shares in the capital of the company as at 21 november 2008 applicable for as long as the company is a subsidiary of guoco group limited (“GGL”) and ggl is listed on the hong Kong stock exchange, and such other applicable sub-limits as are prescribed by the rules of the scheme and described in the company’s circular to shareholders dated 29 september 2008.

notes

(a) depositors who wish to attend and vote at the annual general meeting (or appoint their nominee(s) to attend and vote on their behalf) must complete, sign and return the depositor proxy form in accordance with the instructions printed thereon as soon as possible, and in any event, so as to reach the office of the company’s singapore branch registrar, m & c services private limited, at 112 robinson road #05-01 singapore 068902 not later than 11.30 a.m. on 23 october 2013.

(b) shareholders who wish to appoint a proxy to attend and vote at the annual general meeting on their behalf should complete, sign and return the shareholder proxy form in accordance with the instructions printed thereon as soon as possible and, in any event, so as to reach one of the places specified in the shareholder proxy form not later than 11.30 a.m. on 23 october 2013.

notice oF annual general meeting Continued

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Financials Section

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