FRASERS HOSPITALITY TRUST ANNUAL REPORT 2015
165
NOTES TO THE FINANCIAL STATEMENTS
FOR THE FINANCIAL PERIOD FROM 20 JUNE 2014 (DATE OF CONSTITUTION) TO 30 SEPTEMBER 2015
11.
ACQUISITION OF SUBSIDIARIES
(a)
Acquisition of Excellence Prosperity TMK Pte. Ltd. and Kobe Excellence TMK
On 14 July 2014 (the “acquisition date”), the REIT Trustee, in its capacity as trustee of FH-REIT, acquired
100% equity interest in Excellence Prosperity TMK Pte. Ltd. (“EPTMK”) and its subsidiary Kobe Excellence
TMK (“KETMK”), collectively known as EPTMK Group, from Excellence Prosperity Singapore Pte. Ltd..
KETMK holds the trust beneficiary interest in “ANA Crowne Plaza Kobe”, a hotel located in Kobe, Japan.
The consideration of EPTMK Group is approximately JPY 6.16 billion (approximately SGD 75.5 million),
and was arrived at on a “willing-buyer-willing-seller” basis, taking into account the net asset value of
EPTMK Group as at 13 July 2014 of approximately JPY 5.79 billion (approximately SGD 71.2 million).
The fair value of the identifiable assets and liabilities of EPTMK Group as at the acquisition date were:
Fair value
recognised on
acquisition
$’000
Investment property
137,204
Deferred tax assets
87
Amount due from a related party
597
Other receivables
24
Cash and cash equivalents
8,188
146,100
Other payables and accruals
1,483
Amount due to a related company
40,307
Income tax payable
13
Deferred tax liabilities
4,296
Bank borrowings
28,787
74,886
Total identifiable net assets at fair value
71,214
Goodwill arising from acquisition
4,296
Total consideration
75,510
Consideration transferred for the acquisition of EPTMK Group
Cash paid (partially funded by bank borrowings and proceeds of IPO)
13,382
Consideration paid in Stapled Securities on 14 July 2014 (70,600,000 Stapled Securities
of FHT @ SGD 0.88 per Stapled Security)
62,128
Total consideration transferred
75,510
Effect of the acquisition of EPTMK Group on cash flows
Total consideration
75,510
Less: Cash and cash equivalents of subsidiaries acquired
(8,188)
Add: Bank borrowings assumed
28,787
Net cash outflow on acquisition
96,109
