NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2022 NOTES TO THE FINANCIAL STATEMENTS YEAR ENDED 31 DECEMBER 2022 40 ACQUISITION OF AND LOSS OF CONTROL IN SUBSIDIARIES, AND CHANGES IN INTERESTS IN SUBSIDIARIES WITHOUT LOSS OF CONTROL (CONT’D) (III) Changes in interests in subsidiaries without loss of control There were the following changes in interests in subsidiaries without loss of control during the year: 2022 (a) In September 2022, the Group’s indirect wholly-owned subsidiary, CBM Pte. Ltd., acquired additional interest in Systematic Holdings Pte. Ltd. via a debt capitalisation of $9.0 million, increasing its effective interest from 90% to 98%. (b) Prior to the Group deconsolidating CDLHT (note (II) above), a subsidiary of M&C, M&C REIT Management Limited (M&C REIT), being the REIT manager for CDLHT, received 4,303,143 units in CDLHT in lieu of management and performance fee income during the year. There was no significant change to the Group’s effective interest in CDLHT between 1 January 2022 to the date of its deconsolidation by the Group. (c) Prior to the Group deconsolidating CDLHT (note (II) above), a subsidiary of M&C, M&C Business Trust Management Limited (MBTM), being a trustee manager for HBT, received 400,301 units in CDLHT in lieu of management fee income during the year. There was no significant change to the Group’s effective interest in CDLHT up until the date of the distribution in specie. (d) CDL Investments New Zealand Limited (CDLI), an indirect subsidiary of M&C, declared dividend in specie to its minority shareholders. There was no significant change to the Group’s effective interest. 2021 (a) In February 2021, the Group acquired an 84.6% equity interest in Shenzhen Tusincere (note (I) above). In September 2021, the Group entered into an agreement with Sincere Property Group to facilitate the transfer of 15.4% equity interest in Shenzhen Tusincere as partial repayment of a loan owing by Sincere Property Group to the Group. The 15.4% equity interest in Shenzhen Tusincere had been pledged by Sincere Property Group to the Group as a security for the loan extended by the Group (note 42). Following the transfer, Shenzhen Tusincere became a wholly-owned subsidiary of the Group. (b) A subsidiary of M&C, M&C REIT Management Limited (M&C REIT), being a REIT manager for CDLHT, received 8,142,678 units in CDLHT in lieu of management and performance fee income during the year. There was no significant change to the Group’s effective interest in CDLHT. (c) A subsidiary of M&C, M&C Business Trust Management Limited (MBTM), being a trustee manager for HBT, received 370,451 units in CDLHT in lieu of management fee income during the year. There was no significant change to the Group’s effective interest in CDLHT. (d) CDL Investments New Zealand Limited (CDLI), an indirect subsidiary of M&C, declared dividend in specie to its minority shareholders. There was no significant change to the Group’s effective interest. The following summarises the effect of changes in the Group’s ownership interests in the above subsidiaries: 2022 2021 $’000 $’000 Consideration paid for acquisition of non-controlling interests – – Fair value of 15.4% equity interest in Shenzhen Tusincere – (32,555) Net decrease in equity attributable to non-controlling interests 959 42,731 Net increase in equity interests attributable to owners of the Company 959 10,176 Represented by: Increase in capital reserve 959 10,176 40 ACQUISITION OF AND LOSS OF CONTROL IN SUBSIDIARIES, AND CHANGES IN INTERESTS IN SUBSIDIARIES WITHOUT LOSS OF CONTROL (CONT’D) (II) Loss of control in subsidiaries (cont’d) 2022 (cont’d) Effects of disposals The cash flows and net assets of subsidiaries disposed of are provided below: Note CDLHT Bloomsville Total $’000 $’000 $’000 Property, plant and equipment 4 1,378,264 – 1,378,264 Investment properties 5 433,321 – 433,321 Other non-current assets 8,915 – 8,915 Derivative financial assets 20,122 – 20,122 Deferred tax assets 30 3,727 – 3,727 Consumable stocks 2,417 – 2,417 Trade and other receivables 22,125 – 22,125 Cash and cash equivalents 96,408 – 96,408 Assets held for sale – 55,072 55,072 Trade and other payables (43,237) – (43,237) Interest-bearing borrowings (1,107,754) – (1,107,754) Lease liabilities (128,276) – (128,276) Employee benefits (310) – (310) Other non-current liabilities (72,973) – (72,973) Provision for taxation (6,343) – (6,343) Deferred tax liabilities 30 (10,519) – (10,519) Provisions 29 (9,242) – (9,242) Liabilities directly associated with the assets held for sale – (1,583) (1,583) Carrying amount of net assets disposed 586,645 53,489 640,134 Sale consideration, net of disposal costs – 80,836 80,836 Distribution in specie 183,124 – 183,124 Non-controlling interest, based on their proportionate interest in the net assets distributed 536,496 – 536,496 Fair value of retained equity interest 426,706 – 426,706 1,146,326 80,836 1,227,162 Carrying amount of net assets disposed (586,645) (53,489) (640,134) Realisation of foreign currency translation reserve (85,302) – (85,302) Gain on disposal of subsidiaries 33 474,379 27,347 501,726 Sale consideration, net of disposal costs – 80,836 80,836 Less: Cash and cash equivalents of subsidiaries disposed (96,408) (837) (97,245) Net cash outflow on disposal of subsidiaries (96,408) 79,999 (16,409) Included in the gain on disposal of CDLHT is a gain on remeasurement of the Group’s retained interest in CDLHT of $331.9 million. In addition, the capital reserve relating to CDLHT of $59.2 million has been reclassified to accumulated profits on its disposal. CITY DEVELOPMENTS LIMITED ANNUAL REPORT 2022 FINANCIALS 214 215
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