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Annual Report 2015
1 GENERAL (CONT’D)
(i)
HBT Trustee-Manager’s fees (cont’d)
Any portion of the management fee payable in the form of Stapled Securities is payable quarterly in arrears
and any portion of the Management fee payable in cash is payable monthly in arrears.
For the year ended 31 December 2015, the HBT Trustee-Manager’s fees were satisfied in cash.
The trustee fee and management fee form the recurrent and substantial portion of the HBT Trustee-Manager’s
total remuneration in return for the HBT Trustee-Manager’s efforts in the overall management of HBT, which
includes, but is not limited to, owning and operating Hilton Cambridge City Centre as well as acting as a
master lessee for Jumeirah Dhevanafushi, Hotel MyStays Asakusabashi and Hotel MyStays Kamata, and the
management of the professional hotel managers which manages these hotels/resort.
• An acquisition fee of not exceeding 0.1% of the acquisition price of any authorised investment acquired
directly or indirectly by HBT (pro-rated if applicable to the proportion of HBT’s interest in the authorised
investment acquired). The acquisition fee payable in the form of cash and/or Stapled Securities as
the HBT Trustee-Manager may elect, and in such proportion as may be determined by the HBT
Trustee-Manager.
The acquisition fee is based on a percentage of the purchase consideration for any authorised investment
acquired directly or indirectly by HBT. The acquisition fee recognises the time, effort and cost spent by
the HBT Trustee-Manager in the sourcing, evaluation and execution of potential opportunities to acquire
new authorised investment. As the HBT Trustee-Manager has to provide these services over and above
the overall management of the HBT Group, the HBT Trustee-Manager should be compensated fairly to
reflect the additional efforts expended and the costs incurred in such transactions. The board of directors
of HBT (the "
HBT Board
") has also considered and is of the view that such fee is reasonable and in line with
market practices.
For the financial year ended 31 December 2015, the HBT Trustee-Manager earned an acquisition fee which
was satisfied in cash arising from its purchase of 100% of the total number of issued shares in a company
incorporated in the United Kingdom, which owns the Hilton Cambridge City Centre (Note 26).
(ii)
H-REIT Manager’s fees
Pursuant to the Clauses 14.1 and 14.2 of the H-REIT Trust Deed, the H-REIT Manager is entitled to the following:
• Management fees comprising a base fee of 0.25% per annum of the value of H-REIT’s Deposited Property
(as defined in the H-REIT Trust Deed) and a performance fee of 5.0% per annum of H-REIT’s net property
income (as defined in the H-REIT Trust Deed).
H-REIT Manager’s management fees shall be payable in the form of Stapled Securities and/or cash as the
H-REIT Manager may elect, and in such proportion as may be determined by the H-REIT Manager on a year
to year basis. Where the management fees are payable in the form of Stapled Securities or (in the event
that unstapling of the H-REIT units and HBT units has taken place) H-REIT units, such Stapled Securities
or H-REIT units shall be issued at the market price (as defined in the H-REIT Trust Deed) prevailing at the
date the management fees accrue. For the financial year ended 31 December 2015, the H-REIT Manager’s
management fees were satisfied in the form of 80% Stapled Securities and 20% cash.
Any increase in the maximum permitted rate or any change in the structure of the H-REIT Manager’s
management fees must be approved by an extraordinary resolution at a meeting of holders of the H-REIT
units duly convened and held in accordance with the provisions of the H-REIT Trust Deed.
For the financial year ended 31 December 2015, the portion of the management fees (comprising base fee
and performance fee) payable in the form of Stapled Securities was paid on a quarterly basis, in arrears. The
portion of the management fees (comprising base fee and performance fee) payable in the form of cash was
paid on a monthly basis, in arrears. Moving forward, in accordance with the Code on Collective Investment
Schemes dated 1 January 2016, the performance fee (whether payable in Stapled Securities or cash) will be
paid on an annual basis in arrears. The payment arrangement for the base fee remains unchanged, where
the portion of the base fee payable in the form of Stapled Securities will be payable quarterly in arrears and
the portion of the base fee payable in cash will be payable monthly in arrears.
NOTES TO THE FINANCIAL STATEMENTS
