Annual Report 2000

Transcription

Annual Report 2000

Parkway AR Corp. f/a
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Page 37
Cover Photo – A new method for the rapid diagnosis of genetic defects in foetuses is being offered by
Parkway Laboratory Services. The method uses molecular DNA probes, seen here as coloured dots in nondividing cells from the foetus. In this picture, the probes show Down’s Syndrome which is caused by having
three (as opposed to the norm of two) copies of chromosome 21. This test can usually be done within
24 hours as compared to the traditional method which can take as long as two weeks.
C ONTENTS
V ISION
01
Vision and Mission
Our vision is to be a leading international healthcare
02
Corporate Overview
03
Parkway Group Healthcare Network
04
Chairman’s Message
06
Managing Director’s Message
08
Financial Highlights
10
Board of Directors
12
Corporate Data
13
Hospitals Division Overview
14
Singapore Hospitals
15
International Hospitals
16
Healthcare Services Division Overview
17
Primary Healthcare Services (GP and Dental)
18
Diagnostic Services (Radiology)
19
Diagnostic Services (Laboratory)
20
Dialysis Services
21
Managed Care
provider of choice with a passion for people and progress.
M ISSION
We aim to deliver comprehensive health services and
22
Clinical Research
23
Medical Assistance
24
Procurement Services and E-Commerce
25
Homecare and Rehabilitation Services
26
Consultancy Services (Development and Management)
27
Non-Core Businesses and Assets
28
People Development
29
Parkway Healthcare Foundation
30
Parkway’s Hospitals
32
Financial Review 2000
37
Statutory Report and Accounts
quality care consistently to provide value to our customers.
We achieve this through responsible practices and continuous
investments in our people and technology to meet the
challenges of tomorrow.
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C ORPORATE O VERVIEW
2
SGX main-board listed Parkway Holdings
is Asia’s premier fully-integrated healthcare
provider with the largest network of private
hospitals and healthcare services in the region.
The Group’s healthcare businesses are owned
and managed by wholly owned subsidiary
Parkway Group Healthcare Pte Ltd.
The Group’s healthcare network includes
Shenton Medical Group, one of Singapore’s
biggest general practices; Sesdaq-listed MediRad Associates Ltd, a leading radiology service
company in the region; and Sesdaq-listed
Parkway Laboratory Services Ltd, a major
provider of laboratory services regionally.
Parkway Group Healthcare owns three leading
private hospitals in Singapore and has eight
hospitals overseas in Malaysia, Indonesia, India
and the UK as at December 31, 2000. Backed
by an experienced team of doctors, specialists,
clinicians, nurses, technicians and other
talented staff, the Group provides a comprehensive range of services which include:
The Group is also a pioneer in the private
healthcare industry providing contract research
services through subsidiary Gleneagles Clinical
Research Centre Pte Ltd which serves the
research needs of physicians, multinational
pharmaceutical companies, contract research
firms and biotechnology companies in Asia.
• Management and ownership of hospitals
in Singapore and overseas
• Primary Healthcare (GP and dental services)
• Diagnostic Services (radiology and
laboratory services)
PARKWAY G ROUP H EALTHCARE N ETWORK
3
PARKWAY HOLDINGS L IMITED
PARKWAY G ROUP H EALTHCARE P TE LTD
HOSPITALS DIVISION
H EALTHCARE S ERVICES DIVISION
Singapore Hospitals
International Hospitals
Primary Healthcare
• East Shore Hospital
• Gleneagles Hospital
• Mt Elizabeth Hospital
•
•
•
•
• GP Services
• Dental Services
Malaysia
Indonesia
India
United Kingdom
Medical Assistance
Procurement Services
• Dialysis Services
Diagnostic Services
• Managed Care
• Radiology Services
• Laboratory Services
• Clinical Research
• Medical Assistance
Dialysis Services
• Procurement Services
• E-Commerce
• Homecare and Rehabilitation
Managed Care
• Consultancy (from design to management
of hospitals)
Clinical Research
E-Commerce
Homecare and
Rehabilitation
Consultancy Services
• Hospital Development
• Hospital Management
As at December 31, 2000
Corporate Overview • Parkway Group Healthcare Network
Parkway Holdings Limited Annual Report 2000
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C HAIRMAN ’S M ESSAGE
4
The year 2000 was a year of restructuring and
rationalisation at Parkway Holdings. In the early
part of this year, your board began the process of
transforming your company into a pure healthcare
services business. This involved reviewing and
understanding the various component businesses
in the Group and sorting out those that had the
promise of contributing incrementally to
shareholder value in the long term.
Mr Anil Thadani
Chairman
While net profit after tax and minority interests
was down 40% to S$23.5 million for the year
ended December 31, 2000, we believe this
result is reflective of the measures that have
been taken to build a better foundation for
sustained earnings growth in the future.
Year in Review
While much remains to be done, progress has
been made in restructuring the Group’s balance
sheet and increasing the focus on our core
businesses. We are committed to enhancing
shareholder value, to high standards of
corporate governance and to attracting and
retaining high quality staff. We also intend to
remain alert and responsive to new business
opportunities whether by way of investment in
new ventures or by selective acquisitions that
would complement our core activities.
With the completion of the sale of Parkway
Parade and certain other non-core assets, the
gearing of your company as at December 31,
2000 was substantially reduced. Even though
Chairman’s Message
gearing was slightly increased following
a return of S$180 million in capital to
shareholders, the company retains significant
debt capacity to invest in new ventures or
pursue acquisition targets.
During the year, the Board of Directors was
further strengthened by the addition of new
members with experience in healthcare,
investment and corporate governance. A new
Executive Committee was formed to oversee
the investment in, and management of new
businesses and to evaluate all development
opportunities and new initiatives against the
most rigorous commercial, financial and
managment standards.
No business can succeed and grow without the
full support of the people that work in it and it
is imperative that these people are motivated
and have their interests aligned with those of
the company’s stakeholders. Recognising this,
you have approved a new and expanded
Employee Share Option Scheme to reward those
individuals who can and do contribute to the
Group’s success and profitability. This scheme
will enable a broader section of the Parkway
community to enjoy the benefits of the Group’s
success.
thank them both and wish them every success
in their future endeavours. In addition, Dato Tan
Chin Nam, who has guided the course of the
Group from its early beginnings, has recently
stepped down as Honorary Consultant to the
board. The Group has benefited greatly from his
involvement in the past and we are grateful to
him for all his counsel.
Looking Ahead
Parkway is part of an industry with tremendous
growth potential, particularly in the geographic
area in which we intend to focus. We have the
best-positioned business in Asia to pursue this
opportunity. Management and the board are
determined to implement a broad strategy to
position your company as the leading healthcare
services provider in the region. We believe that
we have the management, capital and strategic
resources to achieve this.
Although the current short-term economic
outlook is somewhat uncertain, continuing
efforts to control costs and to realise synergies
between Parkway’s various businesses will
support internal growth. As some of the new
business initiatives that were put in place last
year mature, the bottom line performance of
the Group should improve.
In the near term, I expect the restructuring
process will continue as we sell additional
non-core assets and deploy the resulting
financial resources into new or incremental
healthcare related activities. In this regard,
we have recently signed a letter of intent to sell
certain assets associated with the London Heart
Hospital and to lease the building to the buyer
of the assets. This transaction, when completed,
should have a positive impact on earnings for
the current year.
I want to take this opportunity to thank all of our
colleagues who work in Parkway and the many
doctors and specialists who support our
facilities. Our past and future success is a
direct result of the efforts they make on behalf
of our patients. Their continuing dedication and
support will enable us to build on the Group’s
past accomplishments and keep Parkway at the
forefront of the healthcare industry for many
years to come.
For incremental growth, we will study
opportunities to enter new geographic markets
and new healthcare related business areas. This
will be done either by acquisitions, by strategic
alliances with selected partners or by
investment in companies that are developing
promising healthcare technologies.
Anil Thadani
Chairman
Healthcare is a very special business and the
people who work in it and care for the sick in
our hospitals are a very special people with the
commitment to give their time and talent in the
provision of care to those who need it. As a
company, we are dedicated to investing in the
development of our people. We will continuously
search for and attract world-class talent to
augment our existing strong management team.
This past year we also reluctantly said farewell
to two long-standing members of Parkway’s
board. Both Mr Goh Kee Song and Mr Herman
Hochstadt have provided the board guidance
and advice for many years. We would like to
Parkway Holdings limited Annual Report 2000
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M ANAGING DIRECTOR ’S M ESSAGE
6
We are pleased to report that the Group’s
revenue grew 1.4% to S$380.6 million
(inclusive of investment income), while net profit
attributable to shareholders (after extraordinary
items) increased 6.2% to S$131.5 million for
the year ended December 31, 2000.
Dr Lim Cheok Peng
Managing Director
The healthcare business continued to be the
main business driver, posting a 5.7% increase
in revenue to S$337.5 million and forming 89%
of Group revenue in 2000 versus 85% of Group
revenue in 1999. This increased contribution is
in line with our strategy to transform Parkway
Holdings into a focused regional healthcare
business.
The growth in the healthcare business was
assisted by the continued turnaround in
regional economies in 2000. Our three
Singapore hospitals – East Shore, Gleneagles
and Mount Elizabeth – posted a 3.6% increase
in revenue to S$227.2 million and contributed
60% of Group revenue. The International
hospitals, in London and Penang, contributed
another S$47.0 million, an increase of 19.1%
over the prior year whilst Healthcare Services
revenue increased 4.8% to S$63.3 million.
As we reduce our focus on Property and other
investments, this division’s revenue has
declined to 11% of Group revenue from 15%
last year. This was due to lower contributions
from divested property investments resulting
in the division’s revenue declining by 23.0%
to S$43.1 million.
Group profit after tax and minority interests but
before extraordinary items amounted to S$23.5
million versus S$38.8 million in 1999.
Managing Director’s Message
The S$15.3 million decline in Group profit
after tax and minority interests was due to the
divestment of some properties and investments.
Other factors contributing to the decline
included S$2.1 million in start-up losses for
new businesses, higher tax provisions, the
accounting of 100% of losses incurred by
The Heart Hospital in London (despite a 65%
ownership), and the allocation of minority
interests for Medi-Rad Associates Ltd and
Parkway Laboratory Services Ltd which were
listed in 2000. Associated companies
accounted for another S$1.9 million of losses.
In 2000, we divested Parkway Parade which
resulted in a S$259.2 million extraordinary
gain. Concurrently, we wrote down certain
investments including two international
hospitals and the fixed assets at The Heart
Hospital, resulting in a net extraordinary gain
of S$108 million.
With the sale of Parkway Parade, the Group’s
gearing improved significantly from 0.81 in
1999 to 0.64 in 2000 as total borrowings were
slashed by 44% to S$362 million as at
December 31, 2000. Our cash position was at
a strong S$232 million at the end of December
2000, a 287% increase from the previous
financial year. Cash surplus from the sale was
used to fund a capital distribution exercise
through which the Group returned 25 cents per
share of the enlarged capital (after bonus issue)
to our shareholders. The Board of Directors
have recommended a final dividend of 8% or 2
cents per ordinary share (based on the enlarged
capital) for the year ended December 31, 2000.
Business Review
All our operational statistics for the Singapore
hospitals were positive as compared to 1999:
admissions increased 1.4% and day cases
increased 7.8%. The average length of stay
decreased 1.4% whilst net revenue per
adjusted patient day grew 3.3%, indicating
increased efficiency in operations.
Despite the rise in operational revenues,
the bottomline was affected by mandatory
increases in the Central Provident Fund,
nurses’ salaries and utilities (a 60% increase
over 3 stages). There were also one-off losses
of S$1 million from two start-up businesses –
the Behavioural Health Services Centre and the
Neuroscience Centre.
In the light of further mandatory cost increases
like the CPF and nurses salaries, we will be
adopting several measures to enhance our
efficiency. They include a productivity review
plan, work redesign and cost-cutting measures.
To further enhance our efficiency, we are also
assessing the possibility of outsourcing some
in-house services and using advanced robotics
in our operating theatres.
Beyond enhancing our efficiency, we intend to
strengthen and grow the healthcare business
through organic growth and strategic initiatives
and partnerships. Our initiatives have included
exploring new markets in the Middle East and
Eastern Europe as potential new sources of
patients for the Singapore hospitals.
In anticipation of the potential in clinical
research, Gleneagles CRC Pte Ltd successfully
established itself as the first and largest
Pan-Asian Site Management Organisation since
it was formed in October 1999. Today, it has a
network of 40 sites in the Asia-Pacific and the
UK and its clients include leading multinational
pharmaceutical and biotechnology companies.
Our healthcare business growth also included
establishing homecare and rehabilitation
services. In addition, we leveraged on our
organisation’s skills and expertise to generate
consulting services for third parties through our
two consulting subsidiaries. This resulted in a
consulting contract for a 200-bed hospital in
Ho Chi Minh City.
Growth Opportunities
Although the economic outlook for the region
is expected to be weak in 2001, we are hopeful
that the Group’s core healthcare operations
will improve following our restructuring and
rationalisation efforts.
In Asia, healthcare expenditure is expected to
increase in line with the growing middle class
and the increased privatisation of healthcare
services. The world’s population is also aging
fast. In Singapore alone, it is estimated that by
2030, elderly persons will form about 18.4% of
the population – 2.6 times that in 1998.
Backed by these trends, we expect the demand
for quality healthcare in Singapore and in the
region to grow. We will therefore continue to
improve and expand our hospital and healthcare
services.
more outsourcing of clinical research activities
and increased investment by leading
pharmaceutical companies in drug development
in Asia.
We have 17 clinical and pre-clinical trials
ongoing locally and regionally and we expect to
start another 20 trials by the end of this year.
Potential new projects include molecular-based
genetic tools such as DNA biochips and bioinformatics for generating useful data for drug
discoveries. The healthcare industry is facing
tremendous change and many opportunities.
We fully intend to leverage on these opportunities to forge ahead and carve our niche as
the leading quality healthcare provider of choice
in the region.
Acknowledgements
On behalf of the Board of Directors, I would like
to thank our customers, shareholders, business
partners, associates and suppliers for their
continued support of the Group. I would also
like to express the board’s appreciation to the
dedicated management and staff of the
Parkway Group for their contributions and
continued commitment.
Dr Lim Cheok Peng
Managing Director
We are also excited by the opportunities posed
by the advances in life sciences. The growth
potential for laboratory and clinical research
services looks bright as the trend is towards
7
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F INANCIAL H IGHLIGHTS
8
G ROUP C ONSOLIDATED S TATEMENTS
R EVENUE
2000
S$’000
1999
S$’000
1998
S$’000
1997
S$’000
1996
S$’000
337,499
43,064
380,563
319,259
56,023
375,282
295,295
50,494
345,789
336,998
54,108
391,106
328,353
57,011
385,364
106,055
27.9
111,580
29.7
111,426
32.2
127,405
32.6
120,099
31.2
75,897
19.9
82,703
22.0
85,972
24.9
101,369
25.9
93,147
24.2
14,306
27,730
42,036
17,039
31,616
48,655
17,781
19,337
37,118
31,936
8,858
40,794
41,914
27,766
69,680
BY
B USINESS S EGMENT
P ROFIT B EFORE TAX AND
P ROFIT A FTER TAX & M INORITY I NTEREST
Profit and Loss Account
Revenue
Healthcare
Property
Profit before tax, interest and depreciation *
% of revenue
Profit before tax and interest *
% of revenue
Profit before tax & minority interest
Healthcare ^
Property
% of revenue
11.0
13.0
10.7
10.4
18.1
23,478
6.2
38,841
10.3
27,980
8.1
19,667
5.0
48,016
12.5
131,456
34.5
123,833
33.0
22,598
6.5
(7,031)
-1.8
50,173
13.0
1,091,435
362,122
564,736
1,592,412
643,185
794,845
1,841,706
878,422
800,618
1,976,480
1,020,114
796,770
1,951,300
932,673
862,929
Profitability Ratios (%) :
Return on Shareholders’ Funds
Before extraordinary items
After extraordinary items
Return on Assets
4.2
23.3
2.2
4.9
15.6
2.4
3.5
2.8
1.5
2.5
(0.9)
1.0
5.6
5.8
2.5
Gearing Ratio:
Debt equity ratio
0.64
0.81
1.10
1.28
1.08
Per share Data:
Earnings per share ($)
Gross dividend ($)
Net tangible asset backing per share ($)
0.07
0.10
1.57
0.11
0.07
2.21
0.08
0.04
2.23
0.06
0.06
2.48
0.16
0.06
2.79
Profit after tax and minority interests
% of revenue
Net Profit after tax, minority interests & extraodinary items
% of revenue
Balance Sheet
Total Assets
Total Borrowings
Total Shareholders’ funds
*
^
R ETURN ON S HAREHOLDERS ’ F UNDS
( BEFORE EI) AND R ETURN ON ASSETS
Profit before exceptional items, exchange differences, share of results of associated companies & extraordinary items.
Profit before tax & minority interest for Healthcare – after deducting allocated interest due to acquisition loan.
Certain items in the comparative figures have been reclassified to conform with the current year's presentation.
Financial Highlights
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B OARD OF DIRECTORS
10
11
Mr Anil Thadani
Mr Alain Ahkong Chuen Fah *
•+
Mr Thadani, an Indian citizen, is the
founder and Chairman of Schroder Capital
Partners Limited, a private investment
advisory company which advises
institutional funds aimed at direct
investment, development capital and buyouts throughout the Asia-Pacific region.
•+
Deputy Chairman
Mr Ng is the Chief Executive Officer of
CapitaLand Commercial and CapitaLand
Property Fund Management, subsidiaries
of CapitaLand Ltd, a Singapore-listed
property company.
Dr Lim Cheok Peng
•
Mr Chang is an Advocate and Solicitor of the
Supreme Court of Singapore. He is the Senior
Partner of his own law firm M/s Chang See
Hiang and Partners. He holds directorships in
six public-listed companies and is the
Honorary Secretary of the Singapore Turf Club.
Dr Reddy is the Chairman and founder of
the Apollo Hospitals Group in India. He has
received several awards from the Indian
Government and other international agencies
for his contributions to India’s healthcare
services sector.
Mr Ho Kian Guan
Mr Tony Tan Choon Keat
Mr Ang is the Managing Director of Malaysialisted Petaling Garden Berhad. He is also a
member of Parkway Holdings Directors’
Remuneration Sub-Committee and Audit
Committee.
Mr Ho is the Chairman of public-listed Keck
Seng (Malaysia) Bhd whose principal activities
consist of palm oil cultivation and the
processing and refining of palm oil and real
estate development.
Mr Tan has been a director for the Group
since 1985 and was the Managing Director
of Parkway Holdings until June 2000.
He is also the non-executive Chairman of
Parkway Laboratory Services Ltd.
Mr Gordon Stavert Byrn Sr • *
Dr Kwa Soon Bee
Mr Tan Kai Seng
+
•
(appointed on Jun 7, 2000)
Mr Byrn is a Canadian national and a
chartered accountant. He is the founding
Chairman and Chief Executive of Schroder
Property Asia Advisors Ltd. He has served
on the boards of several public and private
companies.
Managing Director
(appointed Jun 7, 2000)
Mr Sunil Chandiramani
Dr Lim is a Malaysian citizen and Singapore
permanent resident. A cardiologist by
profession, he was formerly the Managing
Director of Parkway Group Healthcare. He is
currently Chairman of Medi-Rad Associates
Ltd and Managing Director of Parkway
Laboratory Services Ltd.
Dr Prathap C. Reddy
(appointed on Jul 4, 2000)
Mr Ahkong is the Managing Director of Pioneer
Management Services Pte Ltd. He holds
directorships in various companies including
three listed companies – Flextronics
International Ltd, Broadway Industrial Group
Ltd and Twinwood Engineering Ltd.
Mr Ang Guan Seng *
Mr Ed Ng Ee Peng
Mr Chang See Hiang
(appointed Feb 14, 2001)
Chairman
•+
Mr Chandiramani, an Indian citizen, is a
Director and Partner of Schroder Capital
Partners Limited, an investment advisory firm
focusing on development capital and buyouts. He sits on several boards of private and
public-listed companies.
Dr Kwa was the Permanent Secretary of the
Ministry of Health and Director of Medical
Services from 1984 to 1996. He was also the
founding Chairman of the Health Corporation
of Singapore, a Ministry of Health holding
company, until his retirement from government
service. He has also chaired the boards of
various restructured hospitals and national
specialist centres.
Mr Tan is the Finance Director and has been
with the Parkway Group for the past 20 years.
He is a CPA and a Fellow member of the
Association of Chartered Certified
Accountants, UK.
Mr Ho Kian Hock
(alternate Director to Mr Ho Kian Guan)
• Members of Executive Committee
* Members of Audit Committee
+ Members of Remuneration Sub-Committee
Board of Directors
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HOSPITALS DIVISION O VERVIEW
C ORPORATE D ATA
12
DIRECTORS
Anil Thadani
Ed Ng Ee Peng
Lim Cheok Peng
Alain Ahkong Chuen Fah
Ang Guan Seng
Gordon Stavert Byrn Sr
Sunil Chandiramani
Chang See Hiang
Ho Kian Guan
Ho Kian Hock
Kwa Soon Bee
Prathap C. Reddy
Tony Tan Choon Keat
Tan Kai Seng
AUDITORS
Chairman
Deputy Chairman
Managing Director (appointed on Jun 7, 2000)
(appointed on Feb 14, 2001)
13
KPMG
Certified Public Accountants
Singapore
Partner-In-Charge: Chay Fook Yuen
P RINCIPAL B ANKERS
(alternate to Ho Kian Guan)
(appointed on Jun 7, 2000)
(appointed on Jul 4, 2000)
R EGISTERED OFFICE
1, Grange Road #11-01
Orchard Building
Singapore 239693
Tel: 796 0600
C OMPANY S ECRETARY
June Tay Kwok Fung
S HARE R EGISTRAR
M&C Services Private Limited
138 Robinson Road #17-00
Hong Leong Centre
Singapore 068906
Tel: 227 6660
Corporate Data • Hospitals Division Overview
The Development Bank of Singapore Limited
ABN AMRO Bank N.V.
BNP Paribas, Singapore branch
Citibank N.A., Singapore branch
Crédit Agricole Indosuez
The Hongkong and Shanghai Banking Corporation Limited
Oversea-Chinese Banking Corporation Limited
Overseas Union Bank Limited
Parkway Holdings is a leading owner/manager
of premier hospitals in Asia. The Hospitals
Division has three hospitals in Singapore and
eight hospitals in Asia and the UK as at
December 31, 2000.
The division continued to be the main business
driver last year. It contributed 72% of Parkway
Holding’s revenue and 56.1% of profit before
tax for year ended December 31, 2000. The
division’s revenue increased 5.9% compared
to the previous year due mainly to an increase
in patient volumes at the local and Malaysian
hospitals.
The bulk of the division’s earnings came from
the Singapore hospitals, which were profitable
and maintained steady margins compared to
the previous year. However, the number of
regional patients coming to Singapore was
affected by the relative strength of the
Singapore dollar. This was offset by an increase
in local patients as well as overseas patients
from new markets like the Indian sub-continent
and Eastern Europe.
Losses from the international hospitals unit
increased 26% in 2000 compared to the
previous year due mainly to operating losses
from the start-up medical facility in Calcutta
and The Heart Hospital in London.
A decision has been made to divest or restructure
The Heart Hospital in London as it has continued
to perform below expectations. It also does not
fit in with the Group’s strategy of focusing its
overseas hospitals development in the Asian
region.
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I NTERNATIONAL HOSPITALS
S INGAPORE HOSPITALS
14
15
Parkway Holdings is the leading private hospital
group in Singapore with two tertiary hospitals
and a general acute-care hospital, and a total
of 1,042 licensed hospital beds. The three
hospitals – East Shore, Gleneagles and Mount
Elizabeth – have an estimated combined 60%
market share of the private hospital business
in Singapore.
we started three Centres of Excellence – the
Mount Elizabeth Hospital Neuroscience Centre,
the Mount Elizabeth-Charter Behavioural Health
Services Centre, and the Gleneagles Minimally
Invasive Surgery Centre.
use of the hospital’s facilities and expertise by
providing comprehensive programmes on
selected new and cutting-edge technologies,
equipment consultancy, local and overseas
training, and public outreach programmes.
Outlook
The Singapore hospitals continued to be the
mainstay of the Hospitals Division operations
in the year 2000. Overall, the local hospitals
unit improved its performance marginally last
year with admissions rising 1.4%.
The Neuroscience Centre is owned by Mount
Elizabeth Hospital and managed by a joint
venture between the hospital and a group of
neurologists, neurosurgeons and specialists.
The centre is committed to the advanced
treatment of neurological diseases, public
education programmes and improving the
overall quality of patient care.
Patient admissions and occupancy remained
relatively stable. The number of day cases grew
7.8% while the average length of stay fell 1.4%
to 3.6 days compared to the previous year. This
reduction in length of stay led to higher returns
per patient. Net revenue per adjusted patient
day increased 3.3% compared to 1999. The
increase is a reflection of greater efficiencies
and the shorter length of stay.
The Behavioural Health Services Centre at
Mount Elizabeth Hospital focuses on the
treatment of behavioural disorders and
diseases. The unit transferred and adapted the
advanced therapeutic practices, protocols, and
community education programmes developed
by Charter Advantage LLC (USA) into Singapore.
The centre’s Child and Adolescent unit is the
first of its kind in the region.
To further strengthen the Group’s position as
a leading operator of tertiary hospitals, which
provide integrated and cost-effective care,
The Minimally Invasive Surgery Centre at
Gleneagles Hospital formalises the hospital’s
push to excel in this arena. It maximises the
Singapore Hospitals • International Hospitals
Our Singapore hospitals will continue to be the
biggest contributor to the Group’s earnings as
the local market will still be the main source of
income in year 2001. The Singapore hospitals
business will be influenced by the economic
situation, labour market conditions, government
initiatives such as the Faculty Practice Plan and
the increasing number of day cases.
We are actively exploring new patient markets
such as in the Middle East and Eastern Europe
and have put in place new marketing strategies
to attract both local and regional patients to the
Singapore hospitals. We will also look for new
and high value-adding business initiatives to
enhance the hospital business.
The international hospital division has eight
hospitals in Malaysia, Indonesia, India and the
UK as at December 31, 2000. The facilities in
Malaysia and Indonesia saw significant
increases in admissions and revenue. However,
as a group, the international unit’s losses
increased by 26% in 2000 due mainly to
operating losses from the Duncan Gleneagles
hospital in Calcutta and The Heart Hospital in
London and partially to losses from hospitals in
Indonesia and Malaysia. New hospitals generally
take 3-5 years before they start to breakeven
and yield significant returns.
The Group holds minority stakes in six hospitals
which are accounted for as Associates, with the
exception of Gleneagles Medical Centre in
Penang (70% owned) and The Heart Hospital in
London (65% owned) which are subsidiaries.
Malaysia
The 150-bed Gleneagles Medical Centre in
Penang and the 303-bed Gleneagles Intan
Medical Centre in Kuala Lumpur performed
better in 2000. The Penang facility (70%
owned) maintained profits at the operational
level while the KL centre, in which the Group
has a 30% stake, reduced its losses slightly
compared to previous financial year.
Patient volumes at the general acute care
hospitals saw a combined average increase of
25% over the previous year. The improvement
was driven by the opening of a new wing in the
KL facility as well as by organic growth.
India
The 225-bed Duncan Gleneagles Hospital in
Calcutta is still in a start-up phase. Although
diagnostic services started in 1997, the outpatient
clinics were only opened last year. Phase one of
the inpatient beds was operational in the first
quarter of 2001. The Group has a 50% stake in
the joint venture company that owns the hospital
which is accounted for as an Associate.
Indonesia
Fueled by economic improvement in Indonesia,
the RS Siloam Gleneagles and RS Graha Medika
in Jakarta and RS Budi Mulia Gleneagles in
Surabaya (collectively known as the Siloam
Group) saw improvement in 2000. RS Gleneagles
in Medan continued to perform poorly and a
decision has been made to divest the Group’s
interest in the hospital at the appropriate time.
London
The Heart Hospital continued to post losses
despite an increase in patient volume,
accelerated efforts to improve the operations
and the implementation of a cost-savings
programme. A decision has been made to divest
or restructure the hospital as it does not fit in
with the Group’s core business strategy.
Outlook
The performance of this unit is expected to
improve with the planned divestment or restructuring of the London hospital and as the Asian
hospitals become more established. We will
continue to review and improve the operations
and to enhance returns from the hospitals. In the
first quarter of 2001, Parkway Holdings’ stake in
the Siloam Group was reduced to 9.3% from
25.6% following a decision not to participate in
the rights issue exercise of Siloam.
We plan to explore growth opportunities such
as potential acquisitions and by taking on more
consultancy and management projects for
international hospitals. Consultancy opportunities are being studied in Asia and the
Middle East by the Group’s Consultancy
Services unit.
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Page 16
H EALTHCARE S ERVICES DIVISION
O VERVIEW
P RIMARY H EALTHCARE S ERVICES
(GP
AND
DENTAL )
16
17
The Group’s Healthcare Services Division
provides a comprehensive and in-depth range
of private health-related services in Singapore
and the region. The services covered by the
division are:
• Primary Healthcare Services
• Diagnostic Services
• Dialysis Services
• Managed Care
• Clinical Research
• Medical Assistance
• Procurement Services
• E-Commerce
• Homecare and Rehabilitation
• Consultancy (hospital design, building
and management)
For the year ended December 31, 2000, the
Healthcare Services Division contributed 16.6%
of Parkway Holding’s revenue and 15.8% of
profit before tax. The division reported a 4.8%
increase in revenue compared to the previous
year due mainly to new avenues of income from
startups Gleneagles CRC Pte Ltd, Gleneagles
Medical Global Care Pte Ltd and Parkway
Laboratory Services Ltd.
General Practitioner (GP) Services
Gleneagles International GP Pte Ltd (GIGP)
(renamed Parkway Shenton Pte Ltd from
March 2, 2001) provides an extensive range of
primary healthcare services targeted at different
markets via various subsidiaries. Its main
products are grouped under Shenton Medical
Holdings (SMH), which owns Shenton Medical
Group (SMG), one of Singapore’s leading
medical group practices. Established in 1973,
SMG has a chain of eight clinics located mainly
in the central business district and serving over
1,500 companies.
SMH manages four Executive Health Screeners
centres (at International Plaza, East Shore,
Gleneagles and Mount Elizabeth hospitals) and
the Shenton Medical (Surgilaser) Centre which
handles day surgery cases.
GP services are also provided by Shenton
Family Medical Clinics Pte Ltd, Gleneagles
Maritime Medical Centre Pte Ltd and Nippon
Medical Care Pte Ltd. Shenton Family Medical
Clinics was started in 1999 to cater to families
living in suburban areas. Its seven clinics are
either fully owned by GIGP or co-owned with
the resident physicians.
Gleneagles Maritime Medical Centre, whose
directors have over 20 years of experience each
Healthcare Services Division Overview • Primary Healthcare Services (GP and Dental)
in the industry, provides primary care services
to seafarers and employees of shipping industry
companies. It also manages the Accident and
Emergency centres at East Shore, Gleneagles
and Mount Elizabeth hospitals.
Nippon Medical Care, with two branches in
Gleneagles and Mount Elizabeth hospitals,
employs Japanese doctors and staff who are
experienced in providing care to Japanese
expatriates living in Singapore. It is one of only
two medical centres in Singapore allowed by the
Ministry of Health to provide this niche service.
Last year, GIGP acquired a 20 per cent stake
in IAG Biotech Pte Ltd that manages the
Traditional Chinese Medicine clinic in Paragon
Shopping Centre. This venture aims to provide
complementary health care to our patients who
can benefit further from alternative care.
Outlook
The company, now known as Parkway Shenton
Pte Ltd, is well-poised for further growth as it
has a strong foundation, a wealth of expertise
and quality care brands. We plan to look beyond
Singapore to expand the GP network in selected
cities in the region. Potential markets include
Indonesia, Malaysia and Hong Kong.
Dental Services
Ko, Djeng Gleneagles Pte Ltd operates three
dental clinics at Mount Elizabeth Hospital,
Gleneagles Hospital and at Jelita Shopping
Centre. The company is a 60:40 joint venture
between Parkway Group Healthcare and a group
of dental specialists.
Business continued to be stable and Ko, Djeng
Gleneagles has strengthened its focus to
meet customer needs by enhancing its multidisciplinary specialisations among its group
of dentists, and through better customer
segmentation, for example a special setup
for Japanese customers.
Outlook
We aim to establish a strong network among
dental general practitioners and current
specialist practices to provide more comprehensive services to meet rising customer
expectations. We plan to expand the business
by exploring potential acquisitions, joint
ventures and franchising opportunities in
Singapore.
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Page 18
DIAGNOSTIC S ERVICES
DIAGNOSTIC S ERVICES
(R ADIOLOGY )
(L ABORATORY )
18
19
The Group provides diagnostic services through
two companies – Medi-Rad Associates Ltd and
Parkway Laboratory Services Ltd – both of
which were listed on Sesdaq, the Singapore
Exchange secondary board, in the first half
of 2000.
Medi-Rad Associates Ltd
Medi-Rad Associates Ltd, is the Group’s
radiology and imaging services subsidiary.
The Sesdaq-listed company reported a 38.2%
increase in its group turnover to S$15.5 million
while profit after tax grew 5.7% to nearly
S$1.7 million for the year ended December 31,
2000 compared to the previous year. The
results were impacted by the start-up costs
of two new clinics and the purchase of new
technology and equipment.
A leading provider of radiology and imaging
services in Singapore and the region,
Medi-Rad Associates was the first of the
Diagnostic Services (Radiology and Laboratory)
Group’s subsidiaries to be listed. It launched its
initial public offering (IPO) on March 13, 2000
during which a total of 32 million new shares
were offered comprising 13.75 million offer
shares and 18.25 million placement shares.
The offer was well received by the public with
a subscription rate of 27.4 times and a fully
subscribed placement tranche. Parkway Group
Healthcare had a 67.47% stake in Medi-Rad
Associates as at December 31, 2000.
The IPO raised about S$6.5 million and the
funds raised were used to expand the network
of clinics and to upgrade equipment. In 2000,
we opened two new clinics, one within
Gleneagles Hospital and the other in Paragon
Medical Centre. We made our first acquisition
when we bought the Diagnostic X-Ray Centre,
an existing radiology clinic located at the
Promenade Shopping Centre. These moves
expanded our clinic network from six to nine.
To support the growing needs of the medical
profession, it is necessary to constantly upgrade
our technology and equipment and service. We
upgraded several machines and bought new
state-of-the-art equipment like the Multislice
Computed Tomography and an Open Magnet
Magnetic imaging equipment.
Outlook
We will continue to grow the business by
developing strategic and synergistic alliances
and partnerships with other specialised medical
entities locally, regionally and globally. We will
also explore opportunities in Singapore and in
the region to expand our network and range of
radiologic services, particularly in the rapidly
expanding fields of oncology, neurology,
neuromuscular diseases and nuclear medicine.
Parkway Laboratory Services Ltd
Parkway Laboratory Services Ltd (PLS) is one
of the leading providers of diagnostic laboratory
services in Singapore and the region. For the
year ended December 31, 2000, the Sesdaqlisted company reported a 10.2% rise in
turnover to S$23.5 million while profit before
tax increased 2% to nearly S$6.1 million.
The improved results were due mainly to an
increased demand for quality laboratory
services, lower depreciation charges and
higher interest income.
On April 7, 2000, PLS launched its Initial Public
Offering with an offer of 38 million shares
comprising 14.25 million offer shares and 23.75
million placement shares. The offer, priced at 34
cents per share, was 5.2 times oversubscribed.
The funds raised will be used for investments in
a new state-of-the-art laboratory, technology
and regional expansion of the business. Parkway
Group Healthcare holds 83.51% of the shares in
PLS as at December 31, 2000.
Clinical laboratory services provided include
biochemistry, special chemistry, immunology,
haematology, immunohaematology, microbiology
and serology. Pathology services provided
include cytology and histopathology. Genetics
services provided include cytogenetics and
molecular genetics.
A large part of growth for laboratory services
comes from the outpatient market. We aim
to become more competitive through product
differentiation and cost reduction. We will
continue to build upon our strong service
culture and technological expertise to remain
a market leader.
Outlook
As the population ages, more laboratory tests
such as cardiac, liver and renal tests will be
required by local and regional patients and
doctors which will in turn benefit PLS.
We intend to grow the business by exploring
potential acquisitions and joint ventures,
expanding its current base of clients, pursuing
new market segments and diversifying into
laboratory related businesses. We will also
invest in technology and expertise and seek
collaborations with industry leaders to expand
our range of services.
In addition, we are looking into other laboratoryrelated business opportunities to widen our
revenue base, for example, regional laboratory
consultancy and laboratory network, molecularbased testing, pharmaceutical drug testing and
clinical drug trials.
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Page 20
DIALYSIS S ERVICES
M ANAGED C ARE
20
21
The Group holds minority stakes in three renal
dialysis centres in Singapore. Two of these
centres are in Mount Elizabeth Hospital and
Gleneagles Hospital while the third is in East
Shore Hospital. These centres are joint ventures
with multinational companies and doctors.
The centres are equipped to provide full dialysis
services. The services include acute and
chronic dialysis; a 24-hour On Call support to
the hospitals; a comprehensive range of dialysis
treatment including bicarbonate haemodialysis
and haemofiltration; and patient/family member
training programmes.
In addition to catering for Singapore residents
requiring regular dialysis, the centres can also
meet the needs of short-term visitors to
Singapore who are on dialysis treatment.
Outlook
Besides generic growth in Singapore, we are
exploring plans to expand our dialysis services
regionally through potential joint ventures with
strategic partners.
The Group provides managed healthcare
programmes to corporate companies and their
employees in Singapore through its Associate
Allianz Parkway Integrated Care Pte Ltd (APIC).
APIC is jointly owned on a 50:50 basis by
Parkway Group Healthcare and Allianz, a
general insurer and a wholly owned subsidiary
of the Allianz Group, a global insurer headquartered in Germany.
APIC markets healthcare plans to corporate
customers. These plans manage the cost of GP,
specialist and hospital services provided to
employees on an inpatient and outpatient basis.
Healthcare providers are managed by APIC and
the network draws upon the services of the
Group’s hospitals and clinics. The company
also offers products and services tailored to
the needs of self-insured customers.
The health insurance market remains highly
competitive and price sensitive. APIC has
endeavoured to and will continue to deliver
growth through product and service differentiation. We customise our products and
Dialysis Services • Managed Care
services to meet the specific needs of our
corporate customers and their employees.
We also differentiate ourselves by providing
efficient and effective services to employers
and their employees while managing the quality
and cost of healthcare through our network of
GPs, hospitals and specialists.
Parkway accounts for APIC as an Associate
because of its 50% stake.
Outlook
For year 2001, we plan to increase the product
range and customer base. Investments will be
made to improve the claims system to provide
better management information that will enable
a more effective management of claims costs.
We view this business as a strategic fit as it
complements and supports the Group by
providing patients and business through its
managed care programmes.
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Page 22
C LINICAL R ESEARCH
M EDICAL ASSISTANCE
22
23
The Group, through its wholly-owned subsidiary,
Gleneagles CRC Pte Ltd (GCRC), provides a
comprehensive range of clinical development
services to meet the needs of physicians,
multinational pharmaceutical and biotechnology
companies, and contract research organisations
for drug development primarily in Asia.
Established in October 1999, GCRC is the first
and largest Pan-Asian Site Management
Organisation (SMO). Its services encompass all
stages of clinical development from pre-clinical
studies and toxicology testing to Phase I – IV
for clinical trials.
GCRC has grown from a research operation
based solely in Singapore to a network of over
40 sites located in Singapore, Malaysia,
Indonesia, Thailand, Vietnam, the Philippines,
China, Hong Kong, India, Taiwan, Korea,
Australia and the U.K.
Clinical Research • Medical Assistance
As a regional partner for global clients, GCRC
has conducted and coordinated projects for six
of the world’s top 10 pharmaceutical companies
and three other internationally-renowned
biotechnology companies.
GCRC ensures rapid patient recruitment and
provides productive, efficient and consistent
trial coordination across the region in all clinical
trial specialty areas, notably in oncology,
hepatology, infectious diseases and diabetes.
It is able to deliver such high-quality services
because of its extensive local knowledge of
regulatory affairs and healthcare dynamics
across the region, its team of experienced,
multi-lingual clinical research professionals,
its access to investigators and a pool of at least
one million patients across 40 clinical sites in
the region.
Outlook
We believe GCRC is in a strong growth position
to become a significant contributor to the
Group’s business in the medium term. The trend
of pharmaceutical and biotechnology companies
outsourcing their clinical research activities
to contract research organisations or site
management organisations is expected to
continue.
Pharmaceutical companies are also increasingly
choosing to conduct clinical trials in Asia.
Backed by these trends, GCRC will continue
expanding its regional presence by providing
a broader scope of services to its growing pool
of clients.
Medical assistance is provided by the Group
through two companies – Gleneagles Medical
Global Care Pte Ltd (GMGC) and C-Med Pte Ltd.
GMGC is a wholly owned subsidiary which
provides services in medical evacuations and
repatriations, medical assistance, non-medical
assistance and travel assistance. C-Med, an
Associate, provides Trans-Telephonic
Electrocardiographic (TT-ECG) monitoring
service for cardiac patients.
Formed in 1999, GMGC caters to the increasing
need for a comprehensive healthcare package
for business professionals and their families
residing and working in different parts of the
world. It also caters to sophisticated travellers
who require medical assistance packages.
The company is staffed with experienced
nurses and physicians familiar with aero
medical transportation. The company also
utilises Parkway Group Healthcare’s vast
network of hospitals, clinics, physicians and
nurses in providing certain services to maintain
a high standard of quality care.
C-Med (Cyber Medicine) Pte Ltd provides a
service, which allows cardiac patients more
flexibility in monitoring their health condition
from alternative healthcare monitoring and
diagnosis sites. It is a 50:50 joint venture
between Parkway Group Healthcare and a
private business investor.
In TT-ECG monitoring, ECG readings are
captured by portable devices which transmit
the recordings to a 24-hour call centre manned
by experienced doctors and nurses. The ECG
reports are communicated to respective
doctors. This way, patients can have their
cardiac rhythm problems monitored and
managed without the need for frequent visits
to the cardiologist.
Outlook
As with other key ancillary services, medical
assistance plays an important complementary
role and remains a necessary part of the
Group’s strategy to provide a comprehensive
range of quality healthcare services.
Continued efforts will be made to step up
marketing activities to promote our services locally
and overseas and to make the business profitable.
We plan to consolidate the Group’s medical
assistance businesses to benefit from economies
of scale.
4/27/01
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Page 24
P ROCUREMENT
S ERVICES
E-C OMMERCE
HOMECARE AND R EHABILITATION
S ERVICES
24
25
Thermal International (S) Pte Ltd is the medical
supplies and equipment procurement arm of
Parkway Group Healthcare. It is 51% owned by the
Group through Gleneagles International Pte Ltd.
The company succeeded in returning to profitability after two years of losses, due mainly to
better cost-pricing negotiations and improved
cost containment. While continuing to service
the Group’s procurement needs, Thermal also
worked on growing its third-party procurement
business.
In 2000, Thermal International moved into the
New Economy when it initiated a joint venture
with the National Computer Systems Pte Ltd
and Schmidt Scientific Taiwan Ltd to form
Medi-Exchange Pte Ltd, an open-market
e-procurement portal specialising in medical
equipment and consumables.
Outlook
Onemedhub Pte Ltd aims to harness advances
in information technology and medical
breakthroughs in healthcare research to
facilitate cost-effective healthcare. Parkway
Group Healthcare has a 40 per cent stake in this
Associate company which was co-founded in
1999 by a group of physicians and individuals.
The Group has expanded its homecare and
rehabilitation services to meet growing demand.
It moved into community-based services last
year when it opened its first two rehab clinics in
the suburbs. It also set up a Homecare Services
department in Mount Elizabeth Hospital
attending to the Group’s patients and the public.
Onemedhub’s business includes an e-logistics
hub, niche IT solutions for healthcare providers,
a general e-procurement platform and a
medical and healthcare information and
management portal.
Rehabilitation services are provided by the
Group’s hospitals at Mount Elizabeth,
Gleneagles and East Shore and by satellite
clinics. As rehabilitative care usually involves
frequent and regular visits, two satellite therapy
clinics were set up last year – the Bedok
Eastern Specialists’ Centre and the Bukit Batok
Mount Elizabeth Therapy Services Centre.
Outlook
In the New Economy, it is essential to stay
relevant by harnessing cutting-edge
technologies to evolve and support our
business. We will endeavour to develop the
business by pursuing new clients and alliances
both locally and overseas.
Homecare services were also introduced for the
first time. These services give the patient and
his/her family a sense of control and peace of
mind and help involve family and friends.
There are two types of homecare services –
skilled care and support services. Skilled care
is given under the supervision of a physician
and includes services by professionals like
registered nurses and therapists. Supportive
services are provided as an adjunct to skilled
care to help the patient live independently at
home and may include assistance with personal
needs (bathing, feeding) or visits to the doctor
and light housekeeping.
Outlook
The demand for community-based and
homecare services will increase significantly
as the population ages. We plan to open more
satellite therapy clinics in high-density
residential locations to widen our reach in
the community.
Thermal will explore further alliances with
potential partners to support the growth of the
portal and seek new markets locally and in the
region to expand its traditional core businesses.
Procurement Services • E-Commerce • Homecare and Rehabilitation Services
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Page 26
NON -C ORE B USINESSES AND ASSETS
C ONSULTANCY S ERVICES
(DEVELOPMENT
AND
M ANAGEMENT )
26
27
The Group’s non-core businesses and assets
(property and others) are all non-healthcare
related. These principally consist of investments
in Hong Kong-listed Lee Hing Development
Limited and Singapore-listed Auric Pacific
Limited.
Parkway Holdings owns a 36% stake in
Lee Hing Development Limited, an investment
holding company, which has shares in various
listed companies and interests in several joint
venture hotels.
The Group provides consultancy services
through two wholly owned subsidiaries:
Gleneagles Technology Services Pte Ltd and
Gleneagles Management Services Pte Ltd.
Historically, both companies have been in-house
support divisions. However, since year 2000,
GTS and GMS started leveraging on their wealth
of experience by offering consultancy services
to external parties outside of Parkway Group
Healthcare.
GTS specialises in hospital planning, building
and design development; medical equipment
planning & sourcing; and technical
commissioning.
GMS’ expertise includes setting up an entire
hospital operations system (administration,
finance, HR, IT, pharmacy, F&B etc) and postopening services which include hospital
management.
Consultancy Services (Development and Management) • Non-Core Business and Assets
Whilst GTS helps design, build and furnish
the hospital, GMS installs the software
infrastructure and runs the hospital. Both
companies were involved in the building and
running of Parkway’s three hospitals in
Singapore and eight overseas hospitals.
Recently, they clinched a third-party contract
to build a hospital in Ho Chi Minh City, Vietnam.
The 200-bed hospital, in which Parkway does
not own an equity interest, is slated for
completion in 2002.
Outlook
The Group has a 22% interest in Auric Pacific
which is involved in the food distribution
business and which owns Sunshine Bakery
and other investments.
In year 2000, we disposed most of the Group’s
remaining property interests in the UK, USA
and Australia.
Outlook
Going forward, it is our intention to divest all
non-core businesses and residual interests in
equities and properties at the right time and in
a manner that is in the best interest of the
Group. This is in line with our strategy to focus
the Group’s business on healthcare.
We believe there is good growth potential for
our consultancy services as Parkway, with the
largest network of hospitals in the region, has
the expertise to help design and manage
hospitals. As such, we plan to seek more thirdparty contracts in Asia and the Middle East.
4/27/01
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Page 28
PARKWAY H EALTHCARE F OUNDATION
P EOPLE DEVELOPMENT
28
29
The Group employs more than 3,000 highly
skilled and talented employees who bring with
them professionalism, enthusiasm, innovation,
and service quality into the workplace. As a
leading international healthcare provider, we
have a passion for people and progress and
embrace strongly the philosophy of building
upon the strength of our people and partners.
We recognise the essence of our business is
about people looking after people. Hence, we
believe in developing and maximising the
potential of our employees as they are our
greatest assets. From building customer focus
to conducting regular clinical skills training, our
programmes show our commitment to
maintaining high standards.
Our commitment to training is demonstrated by
our investment in staff development amounting
to 6% of payroll, which is above the national
norm. On average, each employee is allocated
42 hours of training per year.
People Development • Parkway Healthcare Foundation
A unique feature of the Group’s training
programme is our in-house training programme
handled by our own team of clinical educators
and facilitators who conduct almost 80% of all
training. In addition, we have a wide range of
training facilities including a 150-seat lecture
theatre, three classrooms equipped with stateof-the-art video-conferencing capabilities, and
a resource library that comes complete with
modern IT facilities.
The Group has also entered into collaborations
with renowned international institutions such
as Wolfson Institute for Health Sciences and
Thames Valley University in the UK; The John
Hopkins Institute for Nursing and Georgetown
University in the US. In addition, our education
and training department conducts its own
certificate and diploma programmes in
specialised nursing skills such as critical care,
neuroscience, and management skills.
The organisation adopts the People Developer
Standards to provide the Group with a total
framework to bring out the best in our people.
The Standards aim to integrate the different
facets of people development and to put in
place a people-oriented system and process
for achieving both business and personal
objectives.
We are proud that our two premier tertiary
hospitals, Mount Elizabeth and Gleneagles, were
honoured with the People Developer Standard
awards in 2000. The awards are given by the
Productivity & Standards Board (PSB) to
recognise organisations for their outstanding
commitment to people development. Gleneagles
Hospital was also conferred two other awards –
the National Training Award for excellence in
people development and the Singapore Quality
Class by PSB.
The Group believes strongly in helping the
community and in improving the standards of
healthcare through research and education.
In line with its beliefs, the Group set up the
Parkway Healthcare Foundation in October
1999. The Foundation is registered as a charity
and is a not-for-profit organisation committed to
the training of caregivers and care of the elderly
sick in the community. It also supports research,
development and education for health science
professionals.
Three schemes have been formed to carry out
the Foundation’s work. They are the Support
the Elderly Scheme that provides treatment for
the needy and frail elderly and training to
caregivers; the Scholarship Scheme that
provides scholarship grants in post-graduate
education; and the Research Scheme that offers
grants to health science professionals pursuing
investigator-initiated research projects.
The Group has an undertaking with the Ministry
of Health to donate a sum of S$5 million over a
period of 5 years. To date, the Group has
donated S$2 million to the Foundation.
In its first full year of operation, the Foundation
contributed S$1.5 million to the NUS Endowment
Fund to set up the Parkway Professorship in
Geriatrics. Established at the Faculty of Medicine
in the National University of Singapore, the
professorship was launched by President S R
Nathan in July 2000. The Government matched
the Foundation’s donation three times through
the NUS Endowment Fund.
The Foundation also actively supported several
activities last year. For example, it sponsored
14 health science scholars for distance-learning
post-graduate courses and conducted health
science research and training relating to
healthcare. It also helped the needy directly
by serving 55 elderly sick staying in their
own homes.
On a bigger scale, it has collaborated with three
Community Development Councils – Marine
Parade, Central Singapore and SembawangHong Kah – to train caregivers and treat the
needy and sick elderly.
The Parkway Professorship supports
gerontology research programmes aimed at
improving the quality of life and promoting
independent living among the elderly. Eminent
geriatricians/gerontologists will be invited to
Singapore to teach, research, and participate
in workshops with local professionals for the
advancement of geriatric medicine.
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Page 30
PARKWAY ’S HOSPITALS
as at December 31, 2000
S INGAPORE
Malaysia
India
30
31
Mount Elizabeth Hospital
Gleneagles Hospital
East Shore Hospital
Gleneagles Medical Centre, Penang
• 505-bed tertiary acute care hospital
• Ownership: 100%
• Ownership: 100%
• 157-bed general acute care hospital
• Ownership: 100%
• Ownership: 70%
• JV partners: Doctors and Businessmen
Gleneagles Intan Medical Centre,
Kuala Lumpur
• Ownership: 30%
• JV partners: Tan & Tan Developments Bhd,
Insas Bhd, PNB Equity Resource Corporation
Sdn Bhd
Duncan Gleaneagles Hospital, Calcutta
• First phase of inpatient beds operational
Q1 2001
• Outpatient clinics opened in 2000
• Ownership: 50%
• JV partner: Duncan Industries Ltd
I NTERNATIONAL
Indonesia
United Kingdom
RS Siloam Gleneagles, Jakarta
RS Budi Mulia Gleneagles, Surabaya
RS Gleneagles, Medan
The Heart Hospital, London
• Ownership: 25.6%
• JV partners: Lippo Group and public
shareholders
• 25.6% interest held through PT Siloam
Gleneagles Healthcare Tbk
• Ownership: 25%
• JV partners: Mertju Group, Ongko Group
and Alpeq International
• 95-bed specialist heart-care hospital
• Ownership: 65%
• JV partners: Doctors
RS Graha Medika, Jakarta
• 25.6% interest held through PT Siloam
Gleneagles Healthcare Tbk
Parkway’s Hospitals
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Page 32
F INANCIAL R EVIEW 2000
32
Revenue
R EVENUE
*
by Business Segment for Y2000 & Y1999
Revenue for the Group increased by S$5.3 million from S$375.3 million in
1999 to S$380.6 million in 2000. The marginal 1% increase was largely
driven by the strong growth of our healthcare operations, which increased
revenue by S$18.2 million or 5.7% over the previous year. Our Singapore
hospitals registered an increase of S$7.8 million or a 3.6% increase over
1999. Improving economic conditions around the Asian and International
regions boosted revenue for International Hospitals by S$7.5 million or 19.1%
over the previous year. The Healthcare Services Division added S$2.9 million
to 1999 revenue. Revenues of the Property and Other segment, however,
declined by S$12.9 million or 23.0% largely due to reduced rental income
resulting from the sale of Parkway Parade in June 2000.
OPERATING S TATISTICS
+
AND
At the International hospitals (excluding associate companies), admissions
grew 12% in 2000 with the increase largely in Gleneagles Penang. Average
occupancy improved by 2.5% in the International hospitals.
Earnings
The Group’s operating profit before income tax, minority interests,
extraordinary items, interest on borrowings, depreciation and amortisation,
exceptional items and foreign exchange losses (“EBITDA”) decreased by
S$5.5 million from S$111.6 million in 1999 to S$106.1 million in 2000.
EBITDA of the Hospitals Division declined by S$1.9 million or 3.0% despite
increased admissions and a higher proportion of high-intensity cases at the
Singapore Hospitals.
The following tables set forth certain selected historical operating statistics
for the Group’s hospitals:
S INGAPORE HOSPITALS ’ I NPATIENT
D AY C ASE * A DMISSIONS
Admissions and day cases at the Singapore hospitals continue to grow at an
average of 2.5% in the last two years since the Asian economic crisis. Both
the local and the foreign patients volume have grown with the bulk of the
increase coming from Indonesian and Malaysian patients. The average length
of stay in the hospitals fell by 1.4% compared to previous year as a result
of increased day cases which grew 7.8%. Average occupancy (based on
licensed beds) declined marginally by 0.1% to 48.6%.
EBITDA of the Singapore hospitals was largely impacted by increased labour
costs (due to a 2% increase in CPF contributions mandated by the
government in April 2000 and the re-instatement of annual pay increments
which has been frozen since the beginning of the Asian economic crisis in
1998), unanticipated increases in public utility rates, expenses incurred in
upgrading our information technology infrastructure and start-up losses
from new businesses.
0
Inpatient Admissions
I NTERNATIONAL HOSPITALS ’ I NPATIENT
AND D AY C ASE A DMISSIONS +
Other factors contributing to the decline in the Group EBITDA were the
reduction of profits from the Property and Other segment’s U.S. and U.K
operations (S$4.9 million in 2000 compared with S$11.2 million in 1999),
and losses of S$2.1 million incurred at businesses in the Healthcare Services
segment which started during the year.
*
33
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Page 34
Financial Review 2000 continued
34
P ROFIT B EFORE TAX , I NTEREST
AND D EPRECIATION ( EBITDA ) +
Profit before tax and associated companies was S$43.9 million, down slightly
by 1% from the previous year total of S$44.5 million. This was achieved
largely as a result of lower interest expenses, which decreased by S$16.6
million from S$44.1 million in 1999 to S$27.5 million in 2000 (37.7%).
Offsetting the benefit of lower financing costs was a S$2.0 million donation
to the Parkway Healthcare Foundation and provision for diminution in value
of short-term quoted equity investments of S$1.7 million (the Group recorded
a gain on write back of provision for diminution in value of short-term equity
investments of S$3.2 million in the previous year) and fewer sales of medical
centre suites (S$0.5 million in 2000 compared to S$5.2 million in 1999).
Profit after tax and minority interests (before extraordinary items) was
S$23.5 million for 2000, compared with S$38.8 million in the prior year.
Associated companies contributed a loss of S$1.9 million in 2000 reversing
the profit of S$4.2 million in 1999 as a result of the lower profits at
Trademart Singapore (S$0.2 million in 2000 compared with S$3.4 million in
1999 due to the sale of Trademart complex in June 1999) and the Group’s
share of losses at Onemedhub, Allianz Parkway Integrated Care and Duncan
Gleneagles Hospital.
P ROFIT A FTER TAX (& MI)
+
Provision for taxation increased by S$3.5 million due largely to lower write
back of tax provision in 2000. The continued accounting for 100% of the
losses at the London Heart Hospital (S$22.7 million for the year 2000) and
the allocation for minority interests in Medi-Rad Associates Ltd and Parkway
Laboratory Services Ltd (which were listed in the Singapore Exchange Dealing
and Automated Quotation System in March and April 2000 respectively)
reduced profit after tax and minority interests by a further S$4.7 million.
Extraordinary Items
Group Borrowings
The sale of Parkway Parade in June 2000 has significantly reduced the
Group’s property investments and gearing. As at 31 December 2000, the
Group had total borrowings of S$362 million compared with S$643 million
a year ago. The Group had cash deposits of approximately S$232 million
(as at 31 December 2000), which were mainly the balance proceeds arising
from the above sale. A portion of the surplus cash was used to fund the
capital distribution exercise, through which the Company returned 25 cents
per share on the enlarged capital (after bonus issue) to shareholders.
PARKWAY HOLDINGS L IMITED
EBITDA, PBT AND PAT A FTER MI M ARGINS
Dividends
The Company proposes a final dividend of 8% or 2 cents per ordinary share
(based on the enlarged capital) for the year ended 31 December 2000.
Issued Share Capital
Since the end of the previous financial year, the issued and paid-up capital
of the Company was increased by S$360,000 following the conversion of
options into 720,000 shares of S$0.50 each.
During the financial year, Parkway Employee Share Option Scheme was
terminated. It is replaced by Parkway Share Option Scheme 2001 which
was approved by shareholders at an Extraordinary General Meeting on
18 January 2001.
At the end of the year reported, there were outstanding options pertaining
to Parkway Employee Share Option Scheme for conversion into 2,018,000
shares and at the end of the previous half year there were outstanding
options for conversion into 2,285,000 shares.
For the year ended December 31, 2000, extraordinary items were S$108
million compared with S$85.0 million in the previous year. S$259.2 million
of this amount arose from the gain on sale of Parkway Parade. Offsetting
this gain were write downs in the value of certain investments and two
international hospitals of S$86.8 million and a write down in the value of
fixed assets of The Heart Hospital of S$36.1 million.
35
Parkway AR Financial f/a
4/27/01
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Page Ab
S TATUTORY R EPORT AND A CCOUNTS
DIRECTORS ’ R EPORT
as at 31 December 2000
We, the undersigned directors, on behalf of all the directors of the Company, take pleasure in presenting this report together with the audited financial statements of the
Group and of the Company for the financial year ended 31 December 2000.
C ONTENTS
Directorate
The directors in office at the date of this report are:
37
Directors’ Report
46
Statement by Directors
47
Auditors’ Report
48
Balance Sheets
49
Profit and Loss Accounts
51
Statement of Changes in Equity – The Group
53
Statement of Changes in Equity – The Company
54
Consolidated Statement of Cash Flows
57
Notes to the Financial Statements
105
Additional Information
107
Analysis of Shareholdings
109
Notice of Annual General Meeting
Principal Activities
Proxy Form
The principal activities of the Company during the financial year are those relating to investment holding while those of the subsidiaries consist of the business of:
Anil Thadani
Ed Ng Ee Peng
Dr Lim Cheok Peng
Ang Guan Seng
Gordon Stavert Byrn Sr.
Sunil Chandiramani
Chang See Hiang
Ho Kian Guan
Ho Kian Hock
Dr Kwa Soon Bee
Dr Prathap C. Reddy
Tony Tan Choon Keat
Tan Kai Seng
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
Chairman
Deputy Chairman (appointed on 28 April 2000)
Managing Director (appointed on 7 June 2000)
(appointed on 14 February 2001)
(alternate to Ho Kian Guan)
(appointed on 7 June 2000)
(appointed on 4 July 2000)
private hospital ownership and management and related healthcare services,
ownership and management of medical clinics,
dealing in medical supplies, equipment and healthcare products,
practice of dental surgeons and the operation of dental clinics,
provision of clinical research centre,
ownership and management of radiology clinics,
provision of comprehensive diagnostic laboratory services, and
investment holding and trading.
There have been no significant changes in such activities during the financial year.
37
38
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Page 38
Directors’ Report for the year ended 31 December 2000
Acquisitions and Disposals of Subsidiaries
Transfers to and from Reserves and Provisions
The following subsidiary was incorporated during the financial year:
The movements in reserves of the Group and of the Company during the financial year are set out in the accompanying statement of changes in equity in the financial
statements.
Name of Subsidiary
39
Paid-up Capital
Movements in provisions are set out in the accompanying notes to the financial statements.
By Parkway Group Healthcare Pte Ltd
Parkway Healthtech Investments Pte Ltd
(formerly known as Isola Investments Pte Ltd)
Issues of Shares and Debentures
$2
The Company
During the financial year:
(a) in connection with the listings of Medi-Rad Associates Ltd (formerly known as Medi-Rad Associates Pte Ltd) and Parkway Laboratory Services Ltd (formerly known as
Parkway Laboratory Services Pte Ltd) on the Singapore Exchange Dealing and Automated Quotation System, the Company’s wholly-owned subsidiary, Mount Elizabeth
Hospital Ltd, disposed of its interests in these companies and Radiology Consultants Pte Ltd to another wholly-owned subsidiary, Parkway Healthtech Investments Pte
Ltd, pursuant to a restructuring exercise. The considerations were determined based on the net tangible assets as shown in the audited financial statements of these
companies at 31 December 1999.
By an ordinary resolution passed at the Extraordinary General Meeting held on 4 May 2000, the Company’s authorised share capital was increased from $250,000,000
divided into 500,000,000 ordinary shares of $0.50 each to $500,000,000 divided into 1,000,000,000 ordinary shares of $0.50 each by the creation of an additional
500,000,000 ordinary shares of $0.50 each.
During the financial year, the Company issued 720,000 ordinary shares of $0.50 each for cash, following the exercise of options under the Parkway Employee Share
Option Scheme (“Parkway Scheme”) at the following exercise prices:
(b) a subsidiary, Medi-Rad Associates Ltd, acquired 100% equity interest in The Diagnostic X-ray Centre Pte Ltd on 2 October 2000 for a cash purchase consideration of
$350,000. The net assets acquired were $53,648.
(c) a subsidiary, Mount Elizabeth Hospital Ltd (“MEH”), entered into a Release-Licence Agreement ("Agreement") with Charter Advantage LLC ("Charter") to terminate a
Conditional Joint Venture and Shareholders Agreement and a Contribution Agreement previously entered into between the parties relating to the establishment of
Charter Asia Behavioural Health Services Pte Ltd (formerly known as Mount Elizabeth-Charter Behavioural Health Services Pte Ltd) ("CABHS"). Pursuant to the
Agreement, MEH acquired the remaining 50% equity interest in CABHS from Charter for a consideration of $1, making CABHS a wholly-owned subsidiary of MEH.
At the date of acquisition, the net assets acquired were $1.
Number
of Shares
Exercise Price
Per Share
20,000
145,000
555,000
$3.394
$3.682
$3.490
720,000
The Subsidiaries
(a) a subsidiary, Parkway Healthtech Investments Pte Ltd, was incorporated with an authorised share capital of $100,000 by the creation of 100,000 ordinary shares of
$1 each. At the date of incorporation, two subscribers’ shares of $1 each fully paid were issued at par for cash.
Other than the above, there were no acquisitions or disposals of subsidiaries during the financial year.
Financial Results
Results of the Group and of the Company for the financial year are as follows:
The Group
$’000
The Company
$’000
Profit after taxation but before minority interests and extraordinary items
Minority interests
Extraordinary items
25,191
(1,713)
107,978
36,794
–
27,312
Profit after taxation, minority interests and extraordinary items
131,456
64,106
6,713
9,398
10,872
6,713
9,398
10,872
26,983
26,983
104,473
37,123
Appropriations:
Interim dividend of 5% less 25.5% tax
Special interim dividend of 7% less 25.5% tax
Proposed final dividend of 8% less 24.5% tax
(b) in connection with its listing on the Singapore Exchange Dealing and Automated Quotation System, a subsidiary, Medi-Rad Associates Ltd (formerly known as
Medi-Rad Associates Pte Ltd) increased its authorised share capital from $1,880,000 divided into 1,880,000 ordinary shares of $1 each to $25,000,000 divided
into 25,000,000 ordinary shares of $1 each by the creation of an additional 23,120,000 ordinary shares of $1 each.
Prior to the listing, the subsidiary issued 6,000,000 ordinary shares of $1 each as follows:
(i) the issue of 2,908,500 bonus ordinary shares of $1 each credited as fully paid to its shareholders by way of the capitalisation of $2,908,500 out of revenue
reserves;
(ii)
the issue and allotment of 3,091,500 ordinary shares of $1 each at par for cash to its then shareholders.
Subsequent to the above issues, each of the ordinary shares of $1 each in the authorised, issued and paid-up share capital of the subsidiary was sub-divided into
20 ordinary shares of $0.05 each. Accordingly, the issued and paid-up share capital of 6,831,000 ordinary shares of $1 each were sub-divided into 136,620,000
ordinary shares of $0.05 each.
On the launch of its initial public offering, the subsidiary issued 32,000,000 new ordinary shares of $0.05 each fully paid at a premium of $0.18 per share for cash.
Retained profit transferred to Revenue Reserves
Directors’ Report
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Page 40
40
The Subsidiaries (cont’d)
Prior to the listing, the subsidiary issued 9,500,000 ordinary shares of $1 each as follows:
(i) the issue of 1,860,000 bonus ordinary shares of $1 each credited as fully paid to its shareholders by way of the capitalisation of $1,860,000 out of revenue
reserves;
(ii)
At beginning
of the year/
Date of appointment
The Company
At end
of the year
At beginning
of the year/
Date of appointment
At end
of the year
Ordinary Shares of $0.50 each
Options to subscribe for Ordinary Shares of $0.50 each
(exercise price at $5.690 per share and exercisable between
3/4/1998 and 2/2/2002)
the issue and allotment of 7,640,000 ordinary shares of $1 each at par for cash to its then shareholders.
Subsequent to the above issues, each of the ordinary shares of $1 each in the authorised, issued and paid-up share capital of the subsidiary was sub-divided into
20 ordinary shares of $0.05 each. Accordingly, the issued and paid-up share capital of 9,620,000 ordinary shares of $1 each were sub-divided into 192,400,000
ordinary shares of $0.05 each.
Dr Lim Cheok Peng
Tan Kai Seng
75,000
100,000
–
–
–
–
(exercise price at $3.490 per share and exercisable between
20/4/1999 and 19/2/2003)
(d) a subsidiary, Pulau Pinang Clinic Sdn. Bhd., issued an additional 8,112,500 ordinary shares of RM1 each for cash by way of a rights issue on the basis of one
new ordinary share for every two existing ordinary shares to provide financing for the extension of the hospital building.
Dr Lim Cheok Peng
Tan Kai Seng
Except as disclosed above, neither the Company nor its subsidiaries issued any shares and debentures during the financial year.
75,000
100,000
Options to subscribe for Ordinary Shares of $0.50 each
On the launch of its initial public offering, the subsidiary issued 38,000,000 new ordinary shares of $0.05 each fully paid at a premium of $0.29 per share for cash.
75,000
100,000
75,000
–
–
–
–
1,000,000
600,000
185,000
–
–
–
–
Subsidiaries
Arrangements to Enable Directors to Acquire Shares or Debentures
Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the
directors of the Company to acquire benefits by means of the acquisitions of shares or debentures of the Company or any other body corporate, except as disclosed under
“Share Options” below.
(formerly known as Medi-Rad Associates Pte Ltd)
Directors’ Interests in Shares, Warrants and Options
Dr Lim Cheok Peng
Tony Tan Choon Keat
Tan Kai Seng
According to the register kept by the Company for the purposes of Section 164 of the Companies Act, Chapter 50, particulars of beneficial interests of directors who held
office at the end of the financial year in shares, warrants and share options in the Company and in related corporations are as follows:
Held by the director
At beginning
of the year/
Date of appointment
The Company
Anil Thadani
Dr Lim Cheok Peng
Sunil Chandiramani
Tony Tan Choon Keat
Tan Kai Seng
Holding in which the director is
deemed to have an interest
Held by the director
(c) in connection with its listing on the Singapore Exchange Dealing and Automated Quotation System, a subsidiary, Parkway Laboratory Services Ltd (formerly known as
Parkway Laboratory Services Pte Ltd), increased its authorised share capital from $300,000 divided into 300,000 ordinary shares of $1 each to $20,000,000 divided
into 20,000,000 ordinary shares of $1 each by the creation of an additional 19,700,000 ordinary shares of $1 each.
At end
of the year
Holding in which the director is
deemed to have an interest
At beginning
of the year/
Date of appointment
At end
of the year
–
104,000
–
7,108,388
300,000
100,000
101,000
25,000
7,108,388
500,000
–
–
–
1,105,000
–
(formerly known as Parkway Laboratory Services Pte Ltd)
Dr Lim Cheok Peng
Tony Tan Choon Keat
Tan Kai Seng
Tony Tan Choon Keat
–
–
–
–
–
–
Pulau Pinang Clinic Sdn. Bhd.
–
–
–
1,105,000
–
–
–
–
750,000
2,293,000
250,000
–
–
–
–
–
–
262,901
898,175
Shares of RM1.00 each
–
–
Except as disclosed in this report, no director who held office at the end of the financial year had interests in shares or debentures of the Company or of related
corporations either at the beginning of the financial year, or date of appointment, if later, or at the end of the financial year.
Mr Ho Kian Guan acquired 20,000 ordinary shares of $0.50 each in the Company on 16 January 2001. Except as disclosed herein, there was no change in any of the
abovementioned interests in the Company or in related corporations between the end of the financial year and 21 January 2001.
Directors’ Report
41
42
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Page 42
Dividends
Directors’ Interests in Contracts
Since the end of the last financial year, the Company has paid a net dividend of $10,699,000 in respect of the previous year as proposed in the Directors’ Report of
that year. During the year, in addition to a net interim dividend paid of $6,713,000, the Company has also paid a special net interim dividend amounting to $9,398,000.
The directors now recommend the payment of a net final dividend of $10,872,000 for the financial year under review.
Since the end of the last financial year, no director has received or become entitled to receive a benefit by reason of a contract made by the Company or a related
corporation with the director or with a firm of which he is a member or with a company in which he has a substantial financial interest. During the year, certain
transactions were made between the Company and a firm in which one of the directors is deemed to have a substantial interest in the ordinary course of business.
However, the director has neither received nor will he become entitled to receive any benefit from these transactions.
43
Other Statutory Information
(a) Bad and Doubtful Debts
Before the profit and loss account and the balance sheet of the Company were made out, the directors took reasonable steps to ascertain what action had been taken
in relation to writing off bad debts and providing for doubtful debts of the Company. The directors have satisfied themselves that all known bad debts have been
written off and that adequate provision has been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances which would render any amounts written off for bad debts or provided for doubtful debts
in the Group inadequate to any substantial extent.
(b) Current Assets
Before the profit and loss account and the balance sheet of the Company were made out, the directors took reasonable steps to ascertain that current assets of the
Company which were unlikely to realise their book values in the ordinary course of business have been written down to their estimated realisable values and that
adequate provision has been made for the diminution in value of such current assets.
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report which would render the values attributable to
current assets in the consolidated financial statements misleading.
Share Options
(a) Parkway Employee Share Option Scheme (“Parkway Scheme”)
Details of the Parkway Scheme were set out in the Directors’ Report for the year ended 31 December 1988, and amendments were effected by a resolution passed
at the Extraordinary General Meeting of the Company held on 22 August 1994 and which were set out in the Directors’ Report for the year ended 31 December 1994.
(b) Share Options Granted During The Year
No new share options were granted to employees under the Parkway Scheme in respect of the financial year under review. None of the share option offered in
previous financial years was granted at a discount.
(c) Share Options Exercised
During the financial year, the Company issued 720,000 ordinary shares of $0.50 each for cash, following the exercise of options under the Parkway Scheme at the
following exercise prices:
Number
Exercise Price
of Shares
Per Share
20,000
145,000
555,000
(c) Charges and Contingent Liabilities
Since the end of the financial year:
•
no charge on the assets of the Company or any corporation in the Group has arisen which secures the liabilities of any other person; and
•
no contingent liability of the Company or any corporation in the Group has arisen.
(d) Ability to Meet Obligations
No contingent liability or other liability of the Company or any corporation in the Group has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group or of the Company to
meet their obligations as and when they fall due.
$3.394
$3.682
$3.490
720,000
(d) Unissued Shares Under Option
At the end of the financial year, unissued shares of the Company under option are as follows:
(i) 95,000 ordinary shares of $0.50 each at $3.682 per share exercisable between 21 March 1997 and 20 January 2001 by grantees under the Parkway Scheme.
(ii)
1,453,000 ordinary shares of $0.50 each at $5.690 per share exercisable between 3 April 1998 and 2 February 2002 by grantees under the Parkway Scheme.
(iii) 470,000 ordinary shares of $0.50 each at $3.490 per share exercisable between 20 April 1999 and 19 February 2003 by grantees under the Parkway Scheme.
(e) Other Circumstances Affecting Financial Statements
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any
amount stated in the consolidated financial statements or the financial statements of the Company misleading.
(f) Unusual Items
In the opinion of the directors, no item, transaction or event of a material and unusual nature has substantially affected the results of the operations of the Group or
of the Company during the financial year except as disclosed as extraordinary items in the financial statements.
Subsequent to balance sheet date,
(i) there have been no share options exercised under the Parkway Scheme, other than options for 95,000 ordinary shares of $0.50 each at $3.682 per share
which lapsed on 21 January 2001;
(ii)
at the Extraordinary General Meeting held on 18 January 2001, the shareholders of the Company approved the termination of the Parkway Scheme, provided
that such termination shall be without prejudice to the rights of the holders of options accepted and outstanding under the Parkway Scheme as at the date of
its termination; and
In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and
the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report
is made.
Directors’ Report
44
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Page 44
Share Options (cont’d)
Corporate Governance (cont’d)
(d) Unissued Shares Under Option (cont’d)
(iii) at the same Extraordinary General Meeting, the shareholders of the Company approved a new share option scheme known as the Parkway Share Option
Scheme 2001, under which options will be granted to the selected directors and employees of the Company and its subsidiaries to subscribe for ordinary
shares of $0.50 each in the capital of the Company.
Internal Code on Dealings with Securities (cont’d)
45
Corporate Governance
4. Subject to the strict observance of the Securities Industries Act, clearance may be given by the Board of Directors, in the following exceptional circumstances:
(i) for an officer to sell (but not to purchase) the Company’s securities during the prohibited periods due to a forced sale by a mortgagee or other extenuating
reasons; and
(ii) for the exercise of an option or right under the Parkway Scheme, or the conversion of convertible securities, where the final date for the exercise of such
option or right, or conversion of such securities, falls during the prohibited periods, and the officer could not be reasonably expected to exercise it at an earlier
time during the permitted periods. Where an exercise or conversion is permitted pursuant to this paragraph, the Board may not, however, give clearance
during the same prohibited period for the sale of the Company’s securities pursuant to the exercise or conversion.
The Company fully supports and observes the Best Practices Guide on Corporate Governance recommended by the Singapore Exchange Securities Trading Limited.
The Board of Directors has adopted a Corporate Governance Policy comprising the various self-regulatory and monitoring mechanisms as follows:
Audit Committee
The options granted by the Company do not entitle the holders of the options, by virtue of such holdings, to any right to participate in any share issue of any other company.
The Board of Directors and its Committees
The Board consists of twelve members. The Managing Director, Dr Lim Cheok Peng and the Finance Director, Mr Tan Kai Seng are the only two executive directors on the
Board. All the other members are non-executive directors who have a diversity of experience and expertise. The responsibilities of the Board include approval of the
Group’s strategic plans, significant investment/divestment and funding decisions, review of the Group’s financial performance and operational initiatives, and approval of
compensation of senior management personnel. These functions are carried out by the Board or through board committees such as the Management Committee, the
Executive Committee and the Directors’ Remuneration Sub-Committee.
In addition, the Audit Committee is chaired by Mr Alain Ahkong Chuen Fah and assisted by two other non-executive members. The Audit Committee members are nonexecutive members of the Board. The present Audit Committee will continue to play an important role in assisting the Board in ensuring that the financial reporting and
internal accounting controls of the Group meet the highest standards.
The responsibility for administrating the Parkway Scheme is vested with the Share Option Scheme Committee in its absolute discretion with such powers and duties as
are conferred on it by the Board of Directors.
In discharging this responsibility, the Share Option Scheme Committee would take into account certain criteria as established in the Parkway Scheme for evaluating the
eligibility of employees to participate under the scheme. In addition, the Share Option Scheme Committee is authorised, from time to time, to make and vary the terms and
conditions governing the Parkway Scheme as and when it considers appropriate and in accordance with the established guidelines.
The Audit Committee members at the date of this report are:
(Chairman)
Ang Guan Seng
Gordon Stavert Byrn Sr.
The Committee meets at least two times a year.
The principal responsibility of the Committee is to assist the Board of Directors in the identification and monitoring of areas of significant business risks including the following:• the effectiveness of the management of financial business risks and the reliability of management reporting;
• compliance with laws and regulations, particularly those of the Companies Act, Chapter 50 and the Singapore Exchange Listing Manual;
• the appropriateness of half year and full year announcements and reports;
• the effectiveness and efficiency of internal and external audits; and
• related party transactions.
Specific functions of the Committee include reviewing the scope of work of the internal and external auditors, and receiving and considering the reports of the internal and
the external auditors. The Committee also recommends the appointment of the external auditors and reviews the level of audit fees.
In addition, the Audit Committee has, in accordance with Chapter 9A of the Singapore Exchange Listing Manual, reviewed the requirements for approval and disclosure of
interested person transactions, reviewed the internal procedures set up by the Company to identify and report and where necessary, seek approval for interested person
transactions and, with the assistance of the internal auditors, reviewed interested person transactions.
Internal Code on Dealings with Securities
An internal code on dealing in securities has been issued to directors and officers setting out the implications on insider trading. The code was modelled after the Best
Practices Guide with some modifications.
1. Directors and officers are prohibited from trading in the Company’s securities for the period one month before the announcement of the Company’s half-yearly and
annual results and ending on the date of the announcement of the results, and any other period specified by the Board or the Company Secretary.
The Audit Committee has recommended to the Board of Directors that the auditors, KPMG, be nominated for re-appointment as auditors at the forthcoming Annual
General Meeting of the Company.
Auditors
The auditors, KPMG, have indicated their willingness to accept re-appointment.
2. Directors and officers are also not expected to deal in the Company’s securities on considerations of a short term nature.
On behalf of the Board of Directors
3. Notwithstanding this, all employees and directors are required to observe the insider trading laws under the Securities Industries Act at all times even when engaging
in dealings in securities within the permitted periods. To enable the Company to monitor such transactions, directors and officers of the Company are required to
report to the Company Secretary whenever they deal in the Company’s securities.
ANIL THADANI
Chairman
DR LIM CHEOK PENG
Managing Director
Singapore
21 March 2001
Directors’ Report
46
4/27/01
5:37 PM
Page 46
S TATEMENT BY DIRECTORS
AUDITORS ’ R EPORT
for the year ended 31 December 2000
to the Members of Parkway Holdings Limited
We, ANIL THADANI and DR LIM CHEOK PENG, being directors of PARKWAY HOLDINGS LIMITED, do hereby state that in our opinion:
(a) the financial statements set out on pages 48 to 104 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at
31 December 2000, and of the results of the business and changes in equity of the Group and of the Company, and cash flows of the Group for the year ended on
that date; and
We have audited the financial statements of Parkway Holdings Limited and consolidated financial statements of Parkway Holdings Limited and its subsidiaries
(“the Group”) for the year ended 31 December 2000 as set out on pages 48 to 104. These financial statements are the responsibility of the Company’s directors.
Our responsibility is to express an opinion on these financial statements based on our audit.
(b) at the date of this statement there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
On behalf of the Board of Directors
ANIL THADANI
Chairman
We conducted our audit in accordance with Singapore Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the directors, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:(a) the financial statements and consolidated financial statements are properly drawn up in accordance with the provisions of the Companies Act, Chapter 50 (the “Act”)
and Singapore Statements of Accounting Standard and so as to give a true and fair view of:(i) the state of affairs of the Group and of the Company as at 31 December 2000 and the results and changes in equity of the Group and of the Company and
of the cash flows of the Group for the year ended on that date; and
(ii)
DR LIM CHEOK PENG
Managing Director
the other matters required by Section 201 of the Act to be dealt with in the financial statements and consolidated financial statements;
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries incorporated in Singapore of which
we are the auditors have been properly kept in accordance with the provisions of the Act.
We have considered the financial statements and auditors’ reports of the subsidiaries of which we have not acted as auditors and the financial statements of the
subsidiaries for which an audit is not required by the laws in their countries of incorporation, being financial statements that have been included in the consolidated
financial statements. The names of these subsidiaries are disclosed in note 5 to the financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content
appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations as
required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification, and in respect of subsidiaries incorporated in the Republic of
Singapore, did not include any comment made under Section 207(3) of the Act.
KPMG
Certified Public Accountants
Singapore
21 March 2001
Statement by Directors • Auditors’ Report
Singapore
21 March 2001
47
4/27/01
5:37 PM
Page 48
B ALANCE S HEETS
P ROFIT AND LOSS A CCOUNTS
as at 31 December 2000
48
The Group
Non-current assets
Property, plant and equipment
Investment properties
Interests in subsidiaries
Interests in associated companies
Interests in partnerships
Other financial assets
Current assets
Less:
Current liabilities
Net current assets/(liabilities)
Non-current liabilities
Minority interests
2000
$’000
1999
$’000
3
4
5
6
7
8
623,004
–
–
126,277
649
11,910
654,808
495,000
–
233,792
–
42,898
–
–
818,109
(113,107)
–
863
–
–
839,678
(116,237)
–
1,291
761,840
1,426,498
705,865
724,732
The Group
Revenue
Cost of sales
Gross profit
Other income
Administrative expenses
Depreciation
Staff costs
Other operating expenses
1999
$’000
380,563
(98,225)
375,282
(104,415)
68,578
–
55,784
–
282,338
23,366
(47,612)
(30,158)
(142,551)
(10,696)
270,867
20,789
(44,422)
(28,877)
(128,288)
(9,856)
68,578
3,387
(2,420)
–
(559)
(1,596)
55,784
8,139
(497)
–
(256)
(1,508)
7
74,687
(27,492)
(1,890)
(68)
80,213
(44,132)
4,154
–
67,390
(16,767)
–
–
61,662
(29,742)
–
–
24
25
3
9
329,595
165,914
132,624
44,861
132,990
335,987
12,086
35,802
20
196,605
(378,176)
(15,533)
(170,073)
(460,580)
(1,000)
120,538
(352,950)
–
9,059
(300,000)
–
564,736
794,845
473,453
433,791
Profit from ordinary activities before exceptional items and taxation
Exceptional items
28
45,237
(3,201)
40,235
8,420
50,623
–
31,920
–
179,991
384,745
179,631
615,214
179,991
293,462
179,631
254,160
Profit from ordinary activities before taxation,
minority interests and extraordinary items
Taxation
29
42,036
(16,845)
48,655
(13,314)
50,623
(13,829)
31,920
(9,534)
564,736
794,845
473,453
433,791
25,191
(1,713)
35,341
3,500
36,794
–
22,386
–
23,478
107,978
38,841
84,992
36,794
27,312
22,386
(3,200)
131,456
123,833
64,106
19,186
22
23
Profit from operations
Finance costs
Share of (losses)/profits of associated companies
Share of losses in partnerships
26
27
Profit from ordinary activities after taxation
but before minority interests and extraordinary items
Minority interests
Profit from ordinary activities after taxation
and minority interests but before extraordinary items
Extraordinary items
Net profit attributable to members of the Company carried forward
The notes set out on pages 57 to 104 form part of these financial statements.
Balance Sheets • Profit and Loss Accounts
The Company
2000
1999
$’000
$’000
2000
$’000
Note
13
NET ASSETS
CAPITAL AND RESERVES
Share capital
Reserves
The Company
2000
1999
$’000
$’000
Note
30
49
4/27/01
5:37 PM
Page 50
S TATEMENT OF C HANGES IN E QUITY
Profit and Loss Accounts for the year ended 31 December 2000
50
The Group
Note
2000
$’000
1999
$’000
The Company
2000
1999
$’000
$’000
Net profit attributable to members of the Company brought forward
131,456
123,833
64,106
19,186
Appropriations:
Interim dividend of 5% (1999: 5%) less 25.5% (1999: 26%) tax
Special interim dividend of 7% (1999: NIL%) less 25.5% (1999: 26%) tax
Proposed final dividend of 8% (1999: 8%) less 24.5% (1999: 25.5%) tax
(6,713)
(9,398)
(10,872)
(6,653)
–
(10,699)
(6,713)
(9,398)
(10,872)
(6,653)
–
(10,699)
(26,983)
(17,352)
(26,983)
(17,352)
Retained profit for the year transferred to revenue reserves
104,473
106,481
37,123
1,834
Earnings per share (in cents):
31
Before extraordinary items
–
Basic
6.53
10.82
–
6.53
10.82
Diluted
After extraordinary items
–
Basic
36.55
34.50
–
36.55
34.50
Diluted
Profit and Loss Accounts • Statement of Changes in Equity
51
Share
capital
$’000
Share
premium
$’000
Capital
reserves
$’000
Exchange
fluctuation
reserves
$’000
Revaluation
reserves
$’000
Revenue
reserves
$’000
Total
$’000
At 1 January 1999
Ordinary shares issued pursuant
to the exercise of share options
Share of associated company’s
exchange fluctuation reserve
Exchange differences on:
–
Retranslation of opening net
assets of foreign subsidiaries
and associated companies
–
Realised exchange on
sale of foreign investments
Transfer to profit and loss account
–
being exchange loss on long-term
foreign investments now realised
(see note 30)
Deficit on revaluation
of investment properties
Share of surplus in revaluation
reserves of associated companies
revaluation reserves realised
on sale of investment property
Goodwill on consolidation written back
Share of associated
company’s revenue reserves
Profit for the year
Dividends
179,323
302,372
26,442
(51,307)
225,409
118,379
800,618
308
1,834
–
–
–
–
2,142
–
–
–
43
–
–
43
At 31 December 1999 carried forward
The Group
–
–
–
3,447
–
–
3,447
–
–
–
3,200
–
–
3,200
–
–
–
19,185
–
–
19,185
–
–
–
–
(16,662)
–
(16,662)
–
–
–
–
47
–
47
–
–
–
–
–
–
–
–
(123,981)
662
–
–
(123,981)
662
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(337)
123,833
(17,352)
(337)
123,833
(17,352)
179,631
304,206
26,442
(25,432)
85,475
224,523
794,845
4/27/01
5:37 PM
Page 52
Statement of Changes in Equity for the year ended 31 December 2000
Statement of Changes in Equity for the year ended 31 December 2000
52
Share
capital
$’000
Share
premium
$’000
Capital
reserves
$’000
Exchange
fluctuation
reserves
$’000
Revaluation
reserves
$’000
Revenue
reserves
$’000
Total
$’000
At 31 December 1999 brought forward
179,631
360
Transfer from share premium
to capital reserves arising on remaining
interest in subsidiary previously acquired
–
capital reserves
–
Transfer from capital reserves to revenue reserves
in respect of profit on unquoted equity
investment in subsidiary previously disposed
–
Transfer from revaluation reserves
to capital reserves arising on disposal
of investment property
–
exchange fluctuation reserve
–
Exchange differences on:
–
Retranslation of opening
net assets of foreign subsidiaries
and associated companies
–
Share of deficit in revaluation reserves
of associated companies
–
Goodwill on consolidation written off
–
Revaluation reserves realised on sale of
investment property by a subsidiary
–
Transfer from revaluation reserves to
revenue reserves arising on disposal
of investment property
–
Share of associated
company’s revenue reserves
–
Profit for the year
–
Dividends
–
304,206
26,442
(25,432)
85,475
224,523
794,845
2,179
–
–
–
–
2,539
At 31 December 2000
The Group
179,991
(1,545)
1,545
–
–
–
–
–
(5,014)
–
–
–
(5,014)
–
(4,706)
–
–
4,706
–
–
(18,267)
–
18,267
–
–
–
–
32
–
–
32
–
–
5,360
–
–
5,360
–
–
–
–
–
–
(15,038)
(2,594)
–
–
(15,038)
(2,594)
–
–
–
(319,459)
–
(319,459)
–
–
–
233,349
(233,349)
–
–
–
–
–
–
–
–
–
–
–
–
–
(408)
131,456
(26,983)
(408)
131,456
(26,983)
304,840
–
(20,040)
–
99,945
564,736
Statement of Changes in Equity
53
Share
capital
$’000
Share
premium
$’000
Capital
reserves
$’000
Exchange
fluctuation
reserves
$’000
Revaluation
reserves
$’000
Revenue
reserves
$’000
Total
$’000
At 1 January 1999
Realised exchange on sale of
foreign investments
Profit for the year
Dividends
179,323
285,569
17,362
(5,987)
–
(49,652)
426,615
308
1,834
–
–
–
–
2,142
–
–
–
–
–
–
–
–
–
3,200
–
–
–
–
–
–
19,186
(17,352)
3,200
19,186
(17,352)
At 31 December 1999
Profit for the year
Transfer from capital reserves to
revenue reserves in respect of profit
on unquoted equity investment in
subsidiary previously disposed
Dividends
179,631
287,403
17,362
(2,787)
–
(47,818)
433,791
360
–
2,179
–
–
–
–
–
–
–
–
64,106
2,539
64,106
–
–
–
–
(4,706)
–
–
–
–
–
4,706
(26,983)
–
(26,983)
At 31 December 2000
179,991
289,582
12,656
(2,787)
–
(5,989)
473,453
The Company
4/27/01
5:37 PM
Page 54
C ONSOLIDATED S TATEMENT OF C ASH F LOWS
Consolidated Statement of Cash Flows for the year ended 31 December 2000
54
2000
$’000
1999
$’000
Profit from operating activities before taxation
42,036
48,655
Adjustments for:
Depreciation
Share of results of associated companies
Share of results of partnerships
Profit on disposal of property, plant and equipment
Deferred expenditure written off
Purchased goodwill written off
Provision against advances to an associated company
Dividend income
Interest income
Interest expense
30,158
1,890
68
(2,960)
406
70
–
(2,796)
(5,354)
27,492
28,877
(4,154)
–
(3,392)
1,083
–
(1,151)
(605)
(2,281)
44,132
91,010
111,164
Note
55
Consolidated Statement of Cash Flows (cont’d)
Note
Operating profit before working capital changes
(Increase)/Decrease:
Completed properties held for resale
Trade and other receivables
Inventories
Increase/(Decrease):
Trade and other payables
13,569
1,512
770
168
8,088
315
(5,314)
(1,973)
(13,163)
(33,622)
Cash generated from operations
Income taxes paid
93,866
(14,479)
78,658
(9,466)
Net cash inflow from operating activities
79,387
69,192
Cash Flows from Investing Activities:
Purchase of property, plant and equipment
Proceeds on sale of property, plant and equipment
Proceeds from sale of investment property
Acquisition of subsidiaries, net of cash acquired
Repayment of cost of acquisition of subsidiary by vendor
Redemption of preference shares by an associated company
Investment in associated companies
Advances from associated companies
Dividends received from associated companies
Interests in partnerships
Acquisition of unquoted equity investments
Cash distribution arising from the capital reduction by investee companies
Advances for long-term receivables
Expenditure incurred on investment properties
Proceeds on disposal of interests in limited partnerships and long term investments
Proceeds on disposal of shares in subsidiaries, net of cash disposed
Proceeds on disposal of shares in associated company to minority interests
Payments for deferred expenditure
Acquisition of business operation
Cash refunded for tenancy deposits
Dividends received
Interest received
Net cash inflow from investing activities
Consolidated Statement of Cash Flows
32
32
2000
$’000
1999
$’000
(39,848)
9,124
451,200
(336)
34
–
(5,325)
(59)
2,830
(649)
(36)
32
–
–
–
–
–
(752)
(70)
(7,743)
595
3,405
(27,400)
11,182
–
(9,850)
654
6,349
(3,060)
165,161
13,783
–
–
–
6
(7,662)
49,052
4,414
12,673
(90)
–
(468)
572
2,274
412,402
217,590
4/27/01
5:37 PM
Page 56
NOTES TO THE F INANCIAL S TATEMENTS
Consolidated Statement of Cash Flows for the year ended 31 December 2000
31 December 2000
56
Consolidated Statement of Cash Flows (cont’d)
These notes form an integral part of and should be read in conjunction with the accompanying balance sheets, profit and loss accounts, statements of changes in equity
and consolidated statement of cash flows.
2000
$’000
1999
$’000
Cash Flows from Financing Activities:
Repayment of bank loans
Repayment to hire purchase creditors
Issue of floating rate and hybrid notes
Interest paid
Dividends paid
Dividends paid to minority shareholders
Subscription of shares by minority interest
Exercise of share options
Issue of shares in connection with the listing of subsidiaries
(319,003)
300
43,000
(27,492)
(26,810)
(110)
1,109
2,539
18,603
(263,492)
(508)
33,500
(22,075)
(14,615)
(140)
1,076
2,143
–
Net cash outflow from financing activities
(307,864)
(264,111)
Net Increase in Cash and Cash Equivalents during the year
183,925
22,671
Note
1. Principal Activities
The principal activities of the Company are those relating to investment holding while those of the subsidiaries consist of the business of:
Cash and Cash Equivalents at beginning of the year
Exchange Fluctuation on Cash and Cash Equivalents at beginning of the year
39
53,452
(7,518)
28,544
2,237
45,934
30,781
Cash and Cash Equivalents at end of the year
39
229,859
53,452
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
private hospital ownership and management and related healthcare services,
ownership and management of medical clinics,
dealing in medical supplies, equipment and healthcare products,
practice of dental surgeons and the operations of dental clinics,
provision of clinical research centre,
ownership and management of radiology clinics,
provision of comprehensive diagnostic laboratory services, and
investment holding and trading.
2. Summary of Significant Accounting Policies
Parkway Holdings Limited is a company incorporated in the Republic of Singapore with its registered office at No. 1 Grange Road #11-01 Orchard Building, Singapore
239693. The consolidated financial statements of the Company for the year ended 31 December 2000 relate to the Company and its subsidiaries (together referred
to as the “Group”) and the Group’s interests in associated companies.
(a) Statement of Compliance
These financial statements have been prepared in accordance with the Statements of Accounting Standard issued by the Institute of Certified Public Accountants
of Singapore and the disclosure requirements of the Singapore Companies Act, Chapter 50.
(b) Basis of Financial Statements Preparation
The financial statements, expressed in Singapore dollars, are prepared in accordance with the historical cost convention as modified by the revaluation of certain
property, plant and equipment and investment properties.
(c) Basis of Consolidation
(i) Subsidiaries
A subsidiary is a company in which the Group, directly or indirectly, holds more than half of the issued share capital, or controls more than half of the
voting power, or controls the composition of the board of directors.
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up to the end of the financial year.
The results of subsidiaries acquired or disposed of during the year are included from the effective date of acquisition or up to the effective date of disposal.
(ii) Associated Companies
An associated company is a company in which the Group or Company has significant influence, but not control, over its management, including
participation in the financial and operating policy decisions.
Unless the interests in the associated company are acquired and held exclusively with a view to subsequent disposal in the near future, an investment in
an associated company is accounted for in the consolidated financial statements under the equity method and is initially recorded at cost and adjusted
thereafter for post acquisition changes in the Group’s share of the associated company’s net assets. The consolidated profit and loss account reflects the
Group’s share of the post-acquisition results of the associated companies.
Consolidated Statement of Cash Flows • Notes to the Financial Statements
57
58
4/27/01
5:37 PM
Page 58
Notes to the Financial Statements 31 December 2000
2. Summary of Significant Accounting Policies (cont’d)
(c) Basis of Consolidation (cont’d)
(iii) Transactions Eliminated on Consolidation
All significant intercompany transactions and balances are eliminated on consolidation. Unrealised profits and losses resulting from transactions between
the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies, except where unrealised losses
provide evidence of an impairment of the asset transferred, in which case they are recognised immediately in the profit and loss account.
(g) Financial Assets (cont’d)
(ii) Investments held on the short-term basis are stated at the lower of cost and market value on an item-by-item basis. Any increases or decreases in carrying
amount are included in the profit and loss account.
(iv) Goodwill / Negative Goodwill
Goodwill arising on acquisition represents the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets
acquired. Goodwill is stated at cost less accumulated amortisation and impairment losses. In respect of associated companies, the carrying amount of
goodwill is included in the carrying amount of the investment in the associated company. Goodwill is written off against reserves or, where appropriate,
amortised over its estimated useful life.
(h) Property, Plant and Equipment and Depreciation
(i) Land and buildings are stated either at cost less accumulated depreciation or at directors’ valuation which comprises net book value to the subsidiaries
and an allocation of the excess of purchase consideration payable by the Group over the net book value of the land and buildings of the subsidiaries
at the date of acquisition. Other property, plant and equipment are stated at cost less depreciation. There is no formal policy for the revaluation of property,
plant and equipment.
(ii)
Negative goodwill arising on acquisition represents the excess of the fair value of the identifiable net assets acquired over the cost of acquisition. Negative
goodwill is recognised as income on a systematic basis over the remaining average useful lives of the identifiable acquired depreciable assets or allocated
to reduce the fair value of identifiable net assets acquired.
In respect of associated companies, the carrying amount of negative goodwill is included in the carrying amount of the investment in the associated company.
(vi) Disposals
On disposal of a subsidiary or an associated company during the year, any attributable amount of purchased goodwill not previously amortised through
the profit and loss account or which has previously been dealt with as a movement on Group reserves is included in the calculation of the profit or loss
on disposal.
No depreciation is provided on freehold land and construction in progress.
(i)
(d) Subsidiaries
Investments in subsidiaries in the Company’s balance sheet are stated at cost less any provisions for diminution in value which are other than temporary as
determined by the directors for each subsidiary individually. Any such provisions are recognised as an expense in the profit and loss account.
(e) Associated Companies
In the Company’s balance sheet, investments in associated companies are stated at cost less any provisions for diminution in value which are other than
temporary as determined by the directors for each associated company individually. Any such provisions are recognised as an expense in the profit and loss account.
The results of the associated companies are included in the Company’s profit and loss account to the extent of dividends received and receivable, providing the
dividend is in respect of a period ending on or before that of the Company and the Company’s right to receive the dividend is established before the financial
statements of the Company are approved by the directors.
(f)
Investment Properties
Investment properties are accounted for as long-term investments and are stated at valuation. Valuation is determined annually by an independent professional
valuer. Any increase on revaluation is credited to the revaluation reserves unless it offsets a previous decrease in value recognised in the profit and loss account.
A decrease in value is recognised in the profit and loss account where it exceeds the increase previously recognised in the revaluation reserves.
When an investment property is disposed of, any resulting gain or loss recognised in the profit and loss statement is the difference between net disposal
proceeds and the carrying amount of the property. Any amount in the revaluation reserves that relates to the property is transferred to the profit and loss
statement in calculating the gain or loss.
(g) Financial Assets
(i) Debt and equity securities held on the long-term basis are stated at cost less provision for diminution in value which, in the opinion of the directors,
are other than temporary.
Property, plant and equipment are depreciated on the straight-line basis over their estimated useful lives as follows:
Leasehold land and building
– remaining term of the lease
Freehold buildings
– 1%
Medical centre suites
– 1%
Office premises
– 2%
Hospital and medical equipment,
and furniture, fittings and equipment
– 6 2/3% to 33 1/3%
Renovation and improvements
– 4% to 33 1/3%
Motor vehicles
– 20%
Completed Properties Held for Resale
(i) Completed properties are those properties which are held with the intention of sale in the ordinary course of business and are classified as current assets.
(ii)
(j)
All completed properties are stated at the lower of cost and estimated net realisable value.
Inventories
Inventories comprising mainly pharmacy inventories, and hospital and surgical supplies are valued at the lower of cost (determined principally on the first-in
first-out basis) and estimated net realisable value.
Cost is calculated using the weighted average cost formula and comprises all costs of purchase and other costs incurred in bringing the inventories to their
present location.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary
to make the sale. Due allowance is made for all damaged, obsolete and slow moving items.
(k) Revenue Recognition
Provided it is probable that the economic benefits will flow to the Group and the revenue and costs, if applicable, can be measured reliably, revenue is
recognised in the profit and loss account as follows:
(i) Performance of Services
Revenue from the performance of services is recognised upon the completion of services, which generally coincides with the invoicing.
(ii) Sales of Completed Properties Held for Resale
Profit from the sale of completed properties is recognised when the units are sold. The corresponding costs are then taken to the profit and loss account.
Provision is made for anticipated losses if and when they can be determined.
59
60
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Page 60
(r) Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank deposits and fixed deposits with financial institutions. For the purpose of the statement of cash flows,
cash and cash equivalents are presented net of bank overdrafts which are repayable on demand and which form an integral part of the Group’s cash management.
(k) Revenue Recognition (cont’d)
(iii) Dividends
Dividend income from subsidiaries and associated companies is recognised as soon as such dividends are proposed and declared by these companies.
Dividend income from other investments is recognised on receipt of such dividend.
(s)
(iv) Interest Income
Interest income from debt securities intended to be held to maturity is recognised as it accrues, as adjusted by the amortisation of the premium or discount on
acquisition, so as to achieve a constant rate of return over the period from the date of purchase to the date of maturity.
Interest income from bank deposits is accrued on a time-apportioned basis on the principal outstanding and at the rate applicable.
(l)
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. An impairment loss in
respect of land and buildings or investment property is recognised in the same way as a revaluation decrease. All other impairment losses are recognised in the
profit and loss account.
Provision for Doubtful Debts
Specific provision is made for accounts which are doubtful of collection. A general provision calculated as a percentage of overdue debts is also made.
(t)
(m) Deferred Taxation
Deferred taxation is provided using the liability method in respect of the taxation effect arising from all material timing differences between the accounting and
tax treatment of income and expenditure which are expected with reasonable probability to crystallise in the foreseeable future.
Deferred tax benefits are recognised in the financial statements only to the extent of any deferred tax liability or when such benefits are reasonably expected to
be realisable in the near future.
(n) Currency Translation
(i) Monetary assets and liabilities in foreign currencies are translated into reporting currencies at rates of exchange closely approximate to those ruling at the
balance sheet date. Transactions in foreign currencies during the year are translated at rates prevailing on transaction dates. Translation differences are
included in the profit and loss account.
Impairment
The carrying amounts of the Group’s assets, other than inventories, are reviewed at each balance sheet date to determine whether there is any indication of
impairment. If any such indication exists, the asset’s recoverable amount is estimated. For intangible assets that are not yet available for use, the recoverable
amount is estimated at each balance sheet date. In determining the recoverable amount of property, plant and equipment, expected future cash flows generated
by the property, plant and equipment are not discounted to their present values.
Reversals of Impairment
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. A reversal of impairment in respect of land and buildings or investment property
is recognised in the same way as a revaluation increase. All other reversals of impairment are recognised in the profit and loss account.
(u) Segment Reporting
A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or
services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments.
Segment information is presented in respect of the Group’s business and geographical segments. The primary format, business segments, is based on the
Group’s management and internal reporting structure.
Inter-segment pricing is determined on an arm’s length basis.
(ii)
The financial statements of foreign subsidiaries and associated companies are translated into Singapore dollars at rates of exchange closely approximate
to those ruling at the balance sheet date. Translation differences are dealt with through Exchange Fluctuation Reserves.
(o) Deferred Expenditure
Deferred expenditure comprises mainly expenses incurred in the recruitment and training of nurses and management fees for arrangement of banking facilities.
The expenses incurred in the recruitment and training of nurses are written off over the period of the service agreements of the respective nurses ranging from
3 to 5 years. Management fees for arrangement of banking facilities are written off over the period of the facilities.
(p) Operating Leases
Rental payable under operating leases are accounted for in the profit and loss account on a straight-line basis over the periods of the respective leases.
(q) Related Parties
For the purposes of these financial statements, parties are considered to be related to the Group if the Group 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 the party are subject to
common control or common significant influence. Related parties may be individuals or other entities.
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Unallocated items mainly comprise income-earning assets and revenue, interest-bearing loans, borrowings and expenses, and corporate assets and expenses.
Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period.
(i)
Business Segments
The Group comprises the following main business segments:
Healthcare: The operation of private hospitals, rental and sale of medical units which form part of the hospital complex and dealers in all kinds of medical
equipment, gases or any components for industrial, medical and other purposes.
Property and others: The development and trading of property. Investment holding and trading, advertising and building management agency.
(ii) Geographical Segments
The healthcare, property investment, property rental, investment holding and trading segments operate principally in South East Asia and United Kingdom.
In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets
are based on the geographical location of the assets.
61
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Page 62
62
63
3. Property, Plant and Equipment – The Group
Freehold
Leasehold
Valuation
$’000
$’000
Hospital Land and Buildings
Freehold
Leasehold
Cost
$’000
$’000
Construction
in progress
$’000
Medical
Centre
Suites
$’000
Leasehold
Office
Premises
$’000
Renovation &
improvements
$’000
Furniture,
Fittings &
Equipment
$’000
Motor
Vehicles
$’000
Total
$’000
Cost/Valuation
At beginning of the year
Additions
Disposals/Write down
Transfers
Translation difference on opening balance
85,731
–
–
–
237
290,692
–
–
–
–
100,609
1,670
(363)
2,996
396
100,588
9,128
(31,717)
3,628
(3,838)
17,239
9,080
(1,263)
(12,083)
33
1,934
–
(185)
–
–
11,968
–
(5,101)
–
–
4,689
487
(1,357)
–
1
207,502
18,921
(8,818)
5,914
(794)
4,257
602
(1,121)
(455)
3
825,209
39,888
(49,925)
–
(3,962)
At end of the year
85,968
290,692
105,308
77,789
13,006
1,749
6,867
3,820
222,725
3,286
811,210
Accumulated Depreciation
Charge for the year
Disposals/Transfers
8,406
236
–
51
33,621
3,847
–
–
6,404
1,742
(138)
–
3,847
2,070
(152)
(89)
–
–
–
–
74
11
(16)
–
2,105
159
(1,573)
–
2,317
185
(1,304)
1
111,445
21,430
(8,278)
(66)
2,182
478
(792)
3
170,401
30,158
(12,253)
(100)
At end of the year
8,693
37,468
8,008
5,676
–
69
691
1,199
124,531
1,871
188,206
273
3,654
1,612
2,207
–
63
218
432
19,863
555
28,877
Net book value at 31 December 2000
77,275
253,224
97,300
72,113
13,006
1,680
6,176
2,621
98,194
1,415
623,004
Net book value at 31 December 1999
77,325
257,071
94,205
96,741
17,239
1,860
9,863
2,372
96,057
2,075
654,808
Depreciation charge for 1999
64
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Page 64
3. Property, Plant and Equipment – The Group (cont’d)
5. Interests in Subsidiaries – The Company
65
Unless otherwise indicated, the property, plant and equipment are stated at cost.
The freehold hospital land and building, at valuation, comprises the following:
(a) The 1987 directors’ valuation of the land and buildings at Gleneagles Hospital and Medical Centre was based on an independent professional valuation carried
out by Jones Lang LaSalle in May 1987 on the basis of open market valuation at $28,422,000.
(b)
The 1989 directors’ valuation of the land and buildings at Pulau Pinang Hospital was based on independent professional valuations carried out by Knight Frank Pte Ltd
in October 1989 on the basis of open market valuation at RM13,916,000 ($6,341,000).
(c)
The 1995 directors’ valuation of the land and buildings at East Shore Hospital was based on independent professional valuations carried out by Knight Frank Pte Ltd
in June 1995 on the basis of open market valuation at $51,205,000.
The 1995 directors’ valuation of the leasehold hospital land and buildings at Mount Elizabeth Hospital and Eastern Specialist Centre was based on an
independent professional valuation carried out by Knight Frank Pte Ltd in June 1995 on the basis of open market valuation at $290,692,000.
Name of Subsidiary
Parkway Properties Pte Ltd
and its subsidiaries:
Included in hospital land and building is interest capitalised of $NIL (1999: $15,467,000) during the year.
For assets which have been revalued, the net carrying amount as at 31 December 2000 had the assets been carried at cost less depreciation are as follows:
Freehold land
Leasehold land
Leasehold building
1999
$’000
2,228
32,946
59,410
2,228
33,389
60,219
94,584
95,836
Included in the property, plant and equipment are assets with net book value of $1,702,000 (1999: $193,880) which were acquired under hire purchase financing.
4. Investment Properties – The Group
During the financial year, the Group disposed of the investment properties.
In the previous year, investment properties were stated at an independent professional valuation carried out by Knight Frank Pte Ltd in January 2000, in respect of
the value as at 31 December 1999 on the basis of open market valuation, at $495,000,000. The deficit of $16,662,000 arising from the revaluation was taken
directly to revaluation reserves.
Equity Interest
2000
1999
%
%
Property
investment
Singapore
100
100
Parkway Promotions Pte Ltd
Advertising agency
Singapore
100
100
Development Planning and
Management Private Limited
Building
management
Singapore
100
100
Cost
2000
$’000
1999
$’000
160,120
160,120
##
Investment holding
Panama
100
100
#
#
Parkway Land Pte Ltd
Dormant
Singapore
100
100
18,505
18,505
M & P Investments Pte Ltd
Investment trading and
property development
Singapore
100
100
#
#
S.P.I. Pte Ltd
Investment trading
Singapore
100
100
Trademart Builders Pte Ltd
Dormant
Singapore
100
100
Rylands Investments Pte Ltd
Dormant
Singapore
100
100
#
#
Weian Investments Pte Ltd
Dormant
Singapore
51
51
102
102
Parkway Group Healthcare Pte Ltd
Investment holding
Singapore
100
100
494,188
494,188
Gleneagles Medical
Global Care Pte Ltd
Health care
and related services
Singapore
100
100
Mount Elizabeth Healthcare
Holdings Ltd
Investment holding
Singapore
100
100
Private hospital and
medical centre ownership
and management
Singapore
100
100
Private hospital and
medical centre ownership
and management
Singapore
100
100
672,915
672,915
Mount Elizabeth Hospital Ltd
East Shore Hospital Pte Ltd
Balance carried forward
Place of
Incorporation/
Business
Unquoted ordinary shares, at cost:
** Parkway Panama Limited Inc
2000
$’000
66
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Page 66
5. Interests in Subsidiaries – The Company (cont’d)
Name of Subsidiary
Place of
Incorporation/
Business
Equity Interest
2000
1999
%
%
Balance brought forward
+
MENA Services Pte Ltd
Nursing agency
Singapore
100
100
Mount Elizabeth Ophthalmic
Investments Pte Ltd
Rental of medical
equipment used for
eye operations
Singapore
66.48
66.48
Charter Asia Behavioural
Health Services Pte Ltd
(formerly known as
Mount Elizabeth Charter
Behavioural Services Pte Ltd)
Provision of
psychiatric and
behavioural
healthcare services
Singapore
Mount Elizabeth
Healthcare Services Sdn Bhd
and its subsidiary:
Provision of
laboratory services to
hospitals and clinics
Malaysia
100
Investment holding
Malaysia
100
100
Operation of
radiology clinics
Singapore
–
83.27
Dormant
Singapore
–
67.35
Radiology Consultants Pte Ltd
Radiology consultancy
and interpretative services
Singapore
–
100
(formerly known as
Parkway Laboratory
Services Pte Ltd)
Provision of
comprehensive diagnostic
laboratory services
Singapore
–
100
Orifolio Options Sdn Bhd
(formerly known as Medi-Rad
Associates Pte Ltd)
and its subsidiary:
Khim Medicare Private Limited
100
67
Cost
2000
$’000
1999
$’000
672,915
672,915
Name of Subsidiary
Equity Interest
2000
1999
%
%
Investment holding
Singapore
100
–
Operation of
radiology clinics
Singapore
67.47
–
Khim Medicare Private Limited
Dormant
Singapore
67.35
–
Radiology Consultants Pte Ltd
Singapore
100
–
The Diagnostic X-ray Centre Pte Ltd
Provision of X–ray
scanning services
and the practice of
radiology medicine
Singapore
100
–
Provision of
comprehensive diagnostic
laboratory services
Singapore
83.51
–
Private hospital
ownership and management
Singapore
100
100
Gleneagles Medical Centre Ltd
Medical centre development,
Singapore
100
100
Gleneagles Radiology
Consultants Pte Ltd
Singapore
100
100
Gleneagles CRC Pte Ltd
Provision of a
clinical research centre
Singapore
100
100
Gleneagles International Pte. Ltd.
Investment holding and
management services
Singapore
100
100
Investment holding
Malaysia
100
100
Private hospital ownership
and management
Malaysia
70
70
(formerly known as Medi-Rad
Associates Pte Ltd)
see note
35
100
(formerly known as Parkway
Laboratory Services Pte Ltd)
Gleneagles Hospital Limited
Cost
2000
$’000
1999
$’000
672,915
672,915
672,915
672,915
672,915
+
*
Gleneagles (Malaysia) Sdn Bhd
and its subsidiary:
Pulau Pinang Clinic Sdn. Bhd.
Place of
Incorporation/
Business
Parkway Healthtech Investments Pte Ltd
672,915
68
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5:37 PM
Page 68
Name of Subsidiary
Place of
Incorporation/
Business
Equity Interest
2000
1999
%
%
Gleneagles Management Services Pte Ltd
and its subsidiary:
**
*
+
Provision of advisory,
administrative, management
and consultancy services
to healthcare facilities
Singapore
100
100
Dormant
British Virgin
Islands
75
75
Thermal International (S) Pte Ltd
Dealing in medical
supplies, equipment and
healthcare products
Singapore
51
Thermal International Limited
Dealing in medical
supplies, equipment and
healthcare products
Hong Kong
Gleneagles Pharmacy Pte Ltd
Dormant
Gleneagles Development Pte Ltd
Developing and managing
turnkey hospital projects
Gleneagles Heritage Hospital
Management Limited
69
Cost
2000
$’000
1999
$’000
672,915
672,915
Name of Subsidiary
Place of
Incorporation/
Business
Equity Interest
2000
1999
%
%
Ko, Djeng Gleneagles Pte Ltd
To carry on the practice of
dental surgeons and
to operate dental clinics
Singapore
60
60
Merlion Healthcare Limited
Dormant
United Kingdom
100
100
To provide industrial,
clinical and medical
laboratory testing
Singapore
68
68
51
Gleneagles International
Laboratory Services Pte Ltd
and its subsidiary:
Singapore
100
100
51
Gleneagles Investment
Fujian Pte Ltd
Investment holding
51
Investment holding
Singapore
100
100
Singapore
100
100
100
100
To provide medical and
surgical advisory services
and the treatment of
shipping crew
100
100
Gleneagles Maritime
Medical Centre Pte Ltd
Singapore
Singapore
Shenton Medical Holdings Pte Ltd
Investment holding
Singapore
100
100
+
Gleneagles International GP Pte Ltd
Gleneagles Nursing Agency Pte Ltd
Dormant
Singapore
100
100
Gleneagles Hospital (UK) Limited
Property investment and
lease of equipment
United Kingdom
65
65
+
The Heart Hospital Limited
Operation of
heart testing clinics
United Kingdom
100
100
Shenton Medical
Centre Pte Ltd
To provide medical and
surgical advisory services
Singapore
100
100
+
The Heart Hospital
Properties Limited
Provision of medical
equipment and supplies
United Kingdom
100
100
The Shenton Medical
Group Pte Ltd
To establish, maintain and
carry on business of clinics
Singapore
100
100
+
Wholebond Limited
Property investment
United Kingdom
100
100
Executive Health
Screeners Pte Ltd
100
100
Cavendish Clinic Limited
Property investment and
cardiac testing
United Kingdom
100
100
To provide comprehensive
health check-ups,
health education and
medical consultation
Singapore
+
To manage construction
and renovation projects
for hospitals
Singapore
100
100
Gleneagles Technologies
Services Pte Ltd
672,915
Cost
2000
$’000
1999
$’000
672,915
672,915
672,915
672,915
672,915
70
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Page 70
Name of Subsidiary
Place of
Incorporation/
Business
Equity Interest
2000
1999
%
%
Shenton Family
Medical Clinics Pte Ltd
To provide, establish
and carry on the
business of clinics
Singapore
100
100
Gleneagles Maritime Medical
Centre (China) Limited
Dormant
Hong Kong
100
100
Nippon Medical Care Pte Ltd
Operation of clinics
Singapore
60
60
** Harborview Corporation Limited No. I
Investment holding
United States
of America
100
100
**
Investment holding
United States
of America
80
80
*
Airport Systems GP Inc.
Airport Systems Minneapolis, Inc.
Dormant
United States
of America
100
100
**
Airport Systems Wisconsin, Inc.
Dormant
United States
of America
100
100
**
PKWY/Swirnow Airways Inc
Investment holding
United States
of America
80
80
**
Harborview Corporation Limited No. II
Investment holding
United States
of America
92
92
Dormant
United States
of America
51
51
Dormant
United States
of America
100
100
**
**
**
Parkway Swirnow, Incorporated
Pier 500, Inc
Harborview Marina, Inc
Dormant
United States
of America
Cost
2000
$’000
1999
$’000
672,915
672,915
18,895
Name of Subsidiary
100
Place of
Incorporation/
Business
Equity Interest
2000
1999
%
%
Cost
2000
$’000
1999
$’000
691,810
691,810
2
2
* Nutpine Properties Limited
and its subsidiary:
Property investment
and development
United
Kingdom
100
100
*
Property development
United
Kingdom
100
100
Westront Pte Ltd
Investment holding
Singapore
100
100
#
#
Parkway Development
(China) Private Limited
Dormant
Singapore
100
100
#
#
Investment holding
Channel Islands
100
100
18,895
Saltplains Limited
** Fantasy Line Limited
**
71
Less:
Provision for diminution in value of investments
Dividends declared out of pre-acquisition reserves
#
#
691,810
691,810
(1,868)
(1,712)
(1,868)
(1,712)
688,232
688,232
Amounts due from subsidiaries (non-trade)
Provision for doubtful debts
473,488
(10,596)
282,055
(10,596)
Amounts due to subsidiaries (non-trade)
462,892
(333,015)
271,459
(120,013)
818,109
839,678
* Not audited by KPMG, Singapore.
** Not required to be audited by law in country of incorporation.
+
Audited by associated firms of KPMG, Singapore.
#
Cost of investment of less than $1,000.
##
Cost of investment in Parkway Group Healthcare Pte Ltd includes $110,078,000 non-cumulative preference shares.
100
691,810
691,810
72
4/27/01
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Page 72
6. Interests in Associated Companies
(a) the Company incorporated a wholly-owned subsidiary, Parkway Healthtech Investments Pte Ltd (formerly known as Isola Investments Pte Ltd), with a paid-up
capital of $2.
(b)
in connection with the listings of Medi-Rad Associates Ltd (formerly known as Medi-Rad Associates Pte Ltd) and Parkway Laboratory Services Ltd (formerly
known as Parkway Laboratory Services Pte Ltd) on the Singapore Exchange Dealing and Automated Quotation System, the Company’s wholly-owned subsidiary,
Mount Elizabeth Hospital Ltd, disposed of its interests in these companies and Radiology Consultants Pte Ltd to another wholly-owned subsidiary, Parkway
Healthtech Investments Pte Ltd, pursuant to a restructuring exercise. The considerations were determined based on the net tangible assets as shown in the
audited financial statements of these companies at 31 December 1999.
Unquoted equity shares, at cost
Unquoted preference shares, at cost
Quoted equity shares, at cost
(c)
a subsidiary, Medi-Rad Associates Ltd, acquired 100% equity interest in The Diagnostic X-ray Centre Pte Ltd on 16 October 2000 for a cash purchase
consideration of $350,000. The net assets acquired were $53,648.
(d)
a subsidiary, Mount Elizabeth Hospital Ltd (“MEH”), entered into a Release-Licence Agreement (“Agreement”) with Charter Advantage LLC (“Charter”) to
terminate a Conditional Joint Venture and Shareholders Agreement and a Contribution Agreement previously entered into between the parties relating to the
establishment of Charter Asia Behavioural Health Services Pte Ltd (formerly known as Mount Elizabeth-Charter Behavioural Health Services Pte Ltd) (“CABHS”).
Pursuant to the Agreement, MEH acquired the remaining 50% equity interest in CABHS from Charter for a nominal consideration of $1, making CABHS
a wholly-owned subsidiary of MEH.
Share of post-acquisition:
Share premium
Revaluation reserves
Capital reserves
Retained earnings
Balances with subsidiaries are unsecured and are intended not to be repaid within the next twelve months.
Amounts due from associated
companies (mainly non-trade)
Provision against amounts due
from associated companies (mainly non-trade)
The amounts due from subsidiaries consist of $250,576,000 (1999: $21,306,000) interest free loans and $222,912,000 (1999: $260,749,000) interest bearing
loans which carry interest at between 1% to 2.75% (1999: 1% to 5%) per annum.
The amounts due to subsidiaries consist of $333,015,000 (1999: $73,706,000) interest free loans and $NIL (1999: $46,307,000) interest bearing loans which carry
interest at NIL% (1999: 0.9375% to 3.55%) per annum.
Amounts due to associated companies (non-trade)
Market value of quoted equity shares
73
The Group
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
74,431
7,291
155,556
69,107
7,018
155,556
50,329
–
–
50,329
–
–
237,278
231,681
50,329
50,329
15,258
3,277
3,095
25,934
15,258
3,277
8,109
132,291
–
–
–
–
–
–
–
–
284,842
390,616
50,329
50,329
21,014
19,271
1,368
1,351
(14,594)
(8,073)
–
–
6,420
11,198
1,368
1,351
(164,985)
(168,022)
(164,804)
(167,917)
126,277
233,792
(113,107)
(116,237)
101,075
123,742
–
–
74
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5:37 PM
Page 74
6. Interests in Associated Companies (cont’d)
7. Interests in Partnerships
Movements in provision against amounts due from associated companies are as follows:
75
These comprise interests in the following partnerships:
The Group
Balance at beginning of the year
Provision made during the year
–
trade (see note 26)
–
non-trade (see note 30)
Amount transferred from provision for doubtful trade debts (see note 10)
Balance at end of the year
2000
$’000
1999
$’000
8,073
7,179
78
6,295
236
(88)
887
–
–
7
14,594
8,073
Balances with associated companies are unsecured and are not intended to be repaid within the next twelve months.
The Group
The amounts due from associated companies consist of $17,762,000 (1999: $17,920,000) interest free loans and $3,252,000 (1999: $1,351,000) interest bearing
loans which carry interest at between 2% to 6.5% (1999: 6.5%) per annum.
The amounts due to associated companies are interest free.
Place of
Incorporation/
Business
Shenton Family Medical Clinic (Hougang)
Operations of medical clinic
Singapore
85
–
Shenton Family Medical Clinic (Bukit Batok)
Operations of medical clinic
Singapore
60
–
2000
$’000
1999
$’000
(109)
41
–
–
(68)
–
278
439
–
–
717
–
649
–
149
24
10
75
408
–
–
–
–
–
Name of partnership
The interests in partnerships are represented as follows:
Current accounts
–
Hougang
–
Bukit Batok
Loans
–
Hougang
–
Bukit Batok
The Company
The amounts due from associated companies carry interest at 6.5% (1999: 6.5%) per annum.
The amounts due to associated companies are interest free.
Details of associated companies are set out in note 35.
The partners’ current account balances are represented as follows:
Inventories
Accounts receivable
Other receivables, deposits and prepayments
Cash and bank balances
Accounts payable
Other payables and accruals
Loans from partners
Partners’ current accounts:
The Group – Share of post acquisition loss
Other partners
Effective interest
held by the Group
2000
1999
%
%
Principal
Activities
666
–
36
34
717
–
–
–
787
–
(121)
–
(68)
(53)
–
–
(121)
–
76
4/27/01
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Page 76
8. Other Financial Assets
8. Other Financial Assets (cont’d)
77
(b) Current Financial Assets – The Group
The Group
(a) Non–Current Financial Assets
Unquoted equity shares, at cost
Other investments, at cost
Less: Provision for diminution in value of investments
Notes receivable
Provision against notes receivable (see note 30)
Other receivables
Deferred expenditure:
Additions
Amount written off
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
5,316
23,092
5,619
5,280
23,105
12,464
1,013
–
–
1,013
–
–
34,027
(23,757)
40,849
(5,000)
1,013
(1,000)
1,013
(1,000)
10,270
35,849
13
13
–
–
7,000
(2,000)
–
–
–
–
–
5,000
–
–
10,270
–
40,849
180
13
–
13
–
10,270
41,029
13
13
1,869
898
(1,147)
20
2,860
90
(1,083)
2
1,278
–
(428)
–
2,236
–
(958)
–
1,640
1,869
850
1,278
11,910
42,898
863
1,291
2000
$’000
1999
$’000
Quoted warrants, at cost
Quoted other investments, at cost
9,225
3
213
9,008
3
213
Provision for diminution in value of investments
9,441
(5,993)
9,224
(4,264)
3,448
4,960
Market value of quoted investments:
Equity shares
Warrants
Other investments
3,249
12
275
5,001
36
276
Movements in provision for diminution in value of investments are as follows:
Provision made/(written back) during the year
Investments written off against provision
4,264
1,729
–
9,955
(3,176)
(2,515)
5,993
4,264
9. Current Assets
The Group
Note
Market value of quoted equity shares
Movements in provision for diminution in value of investments are as follows:
Provision made during the year (see note 30)
10,262
12,443
–
–
5,000
18,757
5,000
–
1,000
–
1,000
–
23,757
5,000
1,000
1,000
In the previous year, the notes receivable comprised:
(i)
a note of $5,000,000 which was secured and repayable over a term of 5 years. Interest was charged at 8% per annum.
(ii)
a note of $2,000,000 which was non-interest bearing and unsecured, and had no fixed term of repayment.
Completed properties held for resale
Inventories
Trade receivables
Other receivables, deposits and prepayments
Tax recoverable
Dividend receivable from subsidiaries
Fixed deposits with financial institutions
Cash in hand and at banks
10
11
12
8(b)
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
4,199
12,338
36,718
19,841
21,402
–
198,666
32,983
3,448
17,768
12,506
28,414
21,878
20,086
–
20,009
40,293
4,960
–
–
–
38
18,372
–
113,218
996
–
–
–
–
2,594
16,108
22,200
3,081
878
–
329,595
165,914
132,624
44,861
During the year, these notes were disposed of by the Company.
4/27/01
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Page 78
78
10. Trade Receivables – The Group
79
11. Other Receivables, Deposits and Prepayments (cont’d)
Trade receivables
2000
$’000
1999
$’000
48,687
(11,969)
39,234
(10,820)
36,718
28,414
Included in recoverable expenses is an amount of $NIL (1999: $1,800,000) relating to payments incurred for a cinema complex project. During the year, these
expenses were written off upon the sale of the investment property in which the cinema complex is proposed to be built.
Non-trade receivables include a loan amounting to $972,000 (1999: $972,000) granted to an ex-staff of a subsidiary. The loan is secured on a property and is
interest free, and has no fixed terms of repayment.
12. Fixed Deposits with Financial Institutions – The Group
Fixed deposits of $NIL (1999: $1,406,000) were pledged to banks for banking facilities granted to certain subsidiaries of the Group (see note 16).
Movements in provision for doubtful debts are as follows:
Provision made during the year (see note 26)
Bad debts written off against provision for doubtful debts
Amount transferred to provision against amounts due from associated companies (see note 6)
10,820
2,117
(722)
(236)
(10)
8,994
3,178
(1,350)
–
(2)
11,969
10,820
11. Other Receivables, Deposits and Prepayments
The Group
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
Interest receivable
Prepayments
Recoverable expenses
Sundry deposits
Note receivable from a shareholder
Receivables on disposal of investments and notes
47
3,860
77
1,170
–
8,225
8
3,563
2,200
3,245
133
–
–
26
–
–
–
–
3
61
–
–
–
–
Non-trade receivables
Less:
9,930
16,095
12
2,530
(3,468)
(3,366)
–
–
6,462
12,729
12
2,530
19,841
21,878
38
2,594
Provision made/(written back) during the year (see note 26)
Bad debts written off against provision for doubtful debts
3,366
16
(40)
126
3,578
(228)
–
16
–
–
–
–
–
–
–
–
3,468
3,366
–
–
13. Current Liabilities
The Group
Trade payables and accruals
Other payables
Current portion of obligations under finance leases
Bank overdrafts
–
secured
–
unsecured
Current portion of bank loans:
–
secured
–
unsecured
Floating rate notes (secured)
Provision for taxation
Proposed final dividend
The Company
2000
1999
$’000
$’000
Note
2000
$’000
1999
$’000
14
15
51,570
20,044
511
54,820
17,321
449
1,014
200
–
743
196
–
16
–
1,790
6,850
–
–
–
–
–
17
18
19
4,648
–
–
43,555
10,872
6,864
110,664
95,000
33,320
10,699
–
–
–
–
10,872
–
24,164
–
–
10,699
132,990
335,987
12,086
35,802
Movements in provision for doubtful debts are as follows:
80
4/27/01
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Page 80
14. Other Payables
17. Bank Loans (Secured)
The Group
Unclaimed dividends and loan stocks redemption
Non-trade payables
Provision for indemnity provided for banking facilities granted to
an associated company
Retention payable
Rental deposits
Construction costs payable
Amount due for bank guarantee granted to an associated company
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
200
8,737
178
3,586
200
–
178
18
10,000
–
1,107
–
–
–
503
1,161
7,726
4,167
–
–
–
–
–
–
–
–
–
–
20,044
17,321
200
196
15. Obligations under Finance Leases – The Group
Within one year
After one year but within 5 years
After 5 years
Amount due within one year
Payments
2000
$’000
Interest
2000
$’000
Principal
2000
$’000
Payments
1999
$’000
Interest
1999
$’000
Principal
1999
$’000
607
656
–
96
103
–
511
553
–
510
358
–
61
43
–
449
315
–
1,263
199
1,064
868
104
764
(607)
(96)
(511)
(510)
(61)
(449)
656
103
553
358
43
315
81
The Group
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
3,737
3,290
–
–
–
2,697
–
–
911
877
–
–
4,648
6,864
–
–
(a) Repayable within one year
(i)
Revolving credit facility
Secured by a legal mortgage of a subsidiary’s freehold property stated
in the financial statements at $18,184,000 (1999: $14,774,000) and
a debenture over its assets. Interest is charged at between 4.5% to
5.9% (1999: 5.1% to 6.9%) per annum.
(ii) Term loan
Secured by a legal mortgage of a subsidiary’s property stated in the
financial statements at $88,136,000 as at 31 December 1999 and
a guarantee by the Company. Interest was charged at 6% per annum.
The loan was repaid during the year.
(iii) Term loan
Secured by a legal mortgage of a subsidiary’s freehold property stated
in the financial statements at $18,184,000 (1999: $14,774,000) and
a debenture over its assets. Interest is charged at between 7.55% to
7.8% (1999: 5.1% to 5.9%) per annum.
Repayable within one year carried forward
Under the terms of the lease agreements, no contingent rents are payable.
16. Bank Overdrafts (Secured)
The bank overdrafts were repaid during the financial year.
In the previous year, bank overdrafts amounting to $4,652,000 were secured by a legal mortgage on a subsidiary’s property stated in its financial statements at
$88,136,000, a debenture over the assets of the subsidiary and a guarantee by the Company. The remaining bank overdraft was secured by pledge of a subsidiary’s
fixed deposits (see note 12).
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Page 82
82
17. Bank Loans (Secured) (cont’d)
(a) Repayable within one year brought forward
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
4,648
6,864
–
-
2,734
3,509
–
–
The Group
1999
$’000
Revolving credit facility
The loan was guaranteed by a subsidiary and interest was charged at between
7% to 7.5% per annum. The loan was fully repaid during the year.
–
14,165
–
14,165
(ii) Working capital facility
The loan was guaranteed by a subsidiary and interest was charged at between
7% to 7.5% per annum. The loan was fully repaid during the year.
–
9,999
–
9,999
(iii) Revolving credit facility
The loan was guaranteed by the Company and up to $60,000,000 by
two subsidiaries. Interest was charged at between 2.785% to
8.4% per annum. The loan was fully repaid during the year.
–
86,500
–
–
–
110,664
–
24,164
181,450
300,000
181,450
300,000
(a) Repayable within one year
(i)
Term loan
Secured by a legal mortgage of a subsidiary’s property stated
in the financial statements at $18,184,000 (1999: $14,774,000).
The loan is repayable in January 2002 and interest is charged at between
7.55% to 7.8% (1999: 5.1% to 6.9%) per annum.
(ii) Term loan
–
83,386
–
–
Secured by a legal mortgage of a subsidiary’s property stated in the financial
statements at $88,136,000 as at 31 December 1999 and a guarantee by the Company.
Interest was charged at 6% per annum. The loan was repaid during the year.
(b) Repayable after one year
(i)
(iii) Revolving credit facility
–
3,412
–
–
Secured by a legal mortgage of a subsidiary’s property stated in the financial
statements at $7,799,000 as at 31 December 1999 and an unconditional
guarantee by the Company.
Total
Interest was charged at 1.3125% above LIBOR per annum. The loan was
repaid during the year.
Total
The Company
2000
1999
$’000
$’000
2000
$’000
(b) Repayable after one year
(i)
83
18. Bank Loans (Unsecured)
The Group
2,734
90,307
–
–
7,382
97,171
–
–
5-year transferable loan facility
The loan is repayable by December 2002 and interest is charged at
5.75% (1999: 5.75%) per annum. The loan was partially repaid
during the financial year.
181,450
300,000
181,450
300,000
181,450
410,664
181,450
324,164
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Page 84
84
19. Floating Rate Notes
(i)
(ii)
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
$95,000,000 Floating Rate Notes due in June 2000 issued in July 1995
by a subsidiary, Gleneagles Hospital Limited ("Gleneagles")
–
95,000
–
–
$33,500,000 Floating Rate Notes due in 2005 issued in 1999 by a subsidiary,
Mount Elizabeth Healthcare Holdings Ltd ("MEHHL")
–
33,500
–
–
(iii) $171,500,000 Floating Rate Notes due in 2005 issued during
the financial year by the Company
85
20. Non-Current Liabilities
The Group
171,500
–
171,500
–
171,500
128,500
171,500
–
–
171,500
95,000
33,500
–
171,500
–
–
171,500
128,500
171,500
–
The Group
Tenancy deposits
Obligation under finance leases
Bank loans:
–
secured
–
unsecured
Floating rate notes (secured)
Deferred taxation
The Company
2000
1999
$’000
$’000
Note
2000
$’000
1999
$’000
15
127
553
7,870
315
–
–
–
–
17
18
19
21
2,734
181,450
171,500
21,812
90,307
300,000
33,500
28,588
–
181,450
171,500
–
–
300,000
–
–
378,176
460,580
352,950
300,000
21. Deferred Taxation – The Group
Repayable within one year
Repayable after one year
(a)
The $95 million FRNs were secured by a first legal mortgage over Gleneagles’ property stated in the financial statements at $113.1 million as at 31 December 1999,
together with an assignment of the insurance proceeds over the property. Interest on the FRNs was payable quarterly in arrears at an annual rate of 1.3% over
the three-month Singapore Interbank Offer Rate quoted by the Monetary Authority of Singapore.
2000
$’000
1999
$’000
Transfer to profit and loss account (see note 29)
28,588
(6,842)
66
29,512
(927)
3
21,812
28,588
The FRNs were fully redeemed during the financial year.
22. Share Capital
(b)
In 1998, MEHHL entered into an agreement with a bank to issue up to $60 million 7-year FRNs due 2005. In 1999, FRNs amounting to $33.5 million were
issued by MEHHL. Interest was payable monthly, quarterly in arrears at an annual rate ranging from between 1.625% to 3.625% per annum and the FRNs were
secured by a negative pledge on two other subsidiaries.
The Company
2000
The FRNs were fully redeemed during the financial year.
(c)
In 1999, the Company entered into a Dual Currency Facility Agreement (“DCF Agreement”) with a bank to issue up to $200 million 7-year FRNs due 2005.
During the financial year, the Company issued FRNs of notional principal of $171.5 million. Interest is payable monthly, quarterly in arrears at an annual rate
ranging from between 3.125% to 3.625% per annum.
The FRNs constitute direct and unconditional obligations of the Company, and are secured by a negative pledge on its principal subsidiaries as defined in
accordance with the DCF Agreement. The FRNs rank pari passu without any preference or priority among themselves and at least pari passu with all other
unsecured obligations of the Company (other than subordinated obligations and obligations having priorities created by law). Unless previously redeemed or
purchased and cancelled, the FRNs are redeemable at their respective principal amounts in 2005.
Authorised:
Ordinary shares of $0.50 each
Number
of shares
(’000)
1,000,000
1999
$’000
Number
of shares
(’000)
$’000
500,000
500,000
250,000
Issued and fully paid:
Ordinary shares issued pursuant to the exercise of share options
359,262
720
179,631
360
358,647
615
179,323
308
At end of the year
359,982
179,991
359,262
179,631
86
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Page 86
22. Share Capital (cont’d)
23. Reserves (cont’d)
87
By an ordinary resolution passed at the Extraordinary General Meeting held on 4 May 2000, the Company’s authorised share capital was increased from $250,000,000
divided into 500,000,000 ordinary shares of $0.50 each to $500,000,000 divided into 1,000,000,000 ordinary shares of $0.50 each by the creation of an additional
500,000,000 ordinary shares of $0.50 each.
The Group
Revenue Reserves
During the financial year, the Company issued 720,000 ordinary shares of $0.50 each for cash, following the exercise of options under the Parkway Employee Share
Option Scheme (“Parkway Scheme”) as follows:
Number
of Shares
Exercise Price
Per Share
20,000
145,000
555,000
$3.394
$3.682
$3.490
720,000
At the end of the financial year, unissued shares of the Company under option are as follows:
(i) 95,000 ordinary shares of $0.50 each at $3.682 per share exercisable between 21 March 1997 and 20 January 2001 by grantees under the Parkway Scheme.
These unissued shares of the Company under option were lapsed subsequent to the end of the year.
(ii)
1,453,000 ordinary shares of $0.50 each at $5.690 per share exercisable between 3 April 1998 and 2 February 2002 by grantees under the Parkway Scheme.
Unappropriated profits are retained in:
The Company
Subsidiaries
Associated companies
Share premium
Capital reserves
Revaluation reserves
Exchange fluctuation reserves
Revenue reserves
The Company
2000
1999
$’000
$’000
1999
$’000
304,840
–
–
(20,040)
99,945
304,206
26,442
85,475
(25,432)
224,523
289,582
12,656
–
(2,787)
(5,989)
287,403
17,362
–
(2,787)
(47,818)
384,745
615,214
293,462
254,160
The Group and Company
The application of the share premium account is governed by Sections 69–69F of the Companies Act, Chapter 50.
(10,695)
84,706
25,934
(47,818)
140,050
132,291
99,945
224,523
The Group
Revenue represents invoiced value of hospital services, proceeds from sale of properties held for resale, development properties and quoted equity investments,
invoiced value of services rendered, rental income and dividend income, after eliminating inter-company transactions.
The Company
Revenue comprises dividend income.
The amount of each significant category of revenue recognised in turnover during the year are as follows:
The Group
23. Reserves
The Group
1999
$’000
24. Revenue
(iii) 470,000 ordinary shares of $0.50 each at $3.490 per share exercisable between 20 April 1999 and 19 February 2003 by grantees under the Parkway Scheme.
2000
$’000
2000
$’000
Revenue from hospital services
Proceeds from sale of properties held for resale
Proceeds from sale of development properties
Proceeds from sale of equity investments
Rental income from investment properties
Gross dividends –
Unquoted equity investments in subsidiaries
Unquoted equity investments in associated companies
Quoted equity investments
Other unquoted equity investments
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
333,787
4,274
8,207
8,597
22,902
314,756
8,920
–
7,828
42,994
–
–
–
–
–
–
–
–
–
–
–
–
595
2,201
–
–
384
400
66,816
1,762
–
–
40,700
15,084
–
–
380,563
375,282
68,578
55,784
The capital reserves comprise mainly premium on bonds previously issued, net of issuing expenses.
In the previous year, the revalulation reserves comprise the net cumulative increase in fair value of the investment property partially offset by goodwill arising
on consolidation of subsidiaries and associated companies.
The exchange fluctuation reserves comprise all foreign exchange differences arising from the translation of the financial statements of foreign operations that
are not integral to the operation of the Company.
In accordance with SAS 1 (Revised 1999), movements in reserves for the Group and the Company are set out in the Statements of Changes in Equity.
4/27/01
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Page 88
88
25. Other Income
89
26. Profit From Operations (cont’d)
The Group
The Group
Interest income –
Subsidiaries
Associated companies
Banks and financial institutions
Others
Profit on disposal of property, plant and equipment
Administration fee income
Revenue from ancillary services rendered and others
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
–
84
3,132
4,674
2,843
565
12,068
–
83
1,931
8,225
–
–
10,550
2,462
84
841
–
–
–
–
7,331
83
657
11
–
–
57
23,366
20,789
3,387
8,139
26. Profit From Operations
The Group
Profit from operations is arrived at after charging:
Auditors’ remuneration:
Auditors of the Company:
–
current year
–
(over)/under provision in respect of prior year
Other auditors
Directors’ fees:
Directors of the Company
–
current year
–
underprovision in respect of prior year
Other directors
Remuneration paid to directors as executives:
Other directors
Consultancy fees paid to directors of subsidiaries
Professional fees paid to a firm of which a director is a member:
Other directors
Rental and management fees paid to a company in which a director of
a subsidiary has substantial interest
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
479
(1)
213
423
1
128
52
–
–
52
(1)
–
550
–
99
183
65
25
550
–
–
183
–
–
1,687
1,102
60
3,655
2,924
60
–
–
–
–
–
–
480
2,228
12
1,444
10
–
12
–
351
364
–
–
1999
$’000
1,147
70
25
127
1,083
–
–
36
428
–
–
–
958
–
–
–
81
5
54
–
–
–
–
–
10
11
6
2,117
16
78
1,278
3,178
–
887
2,490
–
–
–
1,134
–
–
–
550
11
–
–
228
28
–
–
–
–
Note
Profit from operations is arrived at after charging:
Deferred expenditure written off
Purchased goodwill written off
Fixed assets written off
Inventories written off
Bad debts written off
–
trade
–
non-trade
–
trade
–
non-trade
Provision against amount due from associated companies (trade)
Loss on exchange
And after crediting:
Provision for doubtful amounts written back (non-trade)
Bad debts (trade) recovered
The Company
2000
1999
$’000
$’000
2000
$’000
8
During the year, the auditors of the Company were paid fees of $92,000 (1999: $8,500) and $358,000 (1999: $547,000) by the Company and the Group
respectively in respect of other services.
27. Finance Costs
The Group
Interest paid and payable on:
–
loans from subsidiaries
–
bank loans and overdrafts
–
floating rate notes
–
others
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
–
24,416
2,777
299
–
39,434
4,111
587
864
15,903
–
–
1,485
28,257
–
–
27,492
44,132
16,767
29,742
4/27/01
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Page 90
90
28. Exceptional Items
Note
Provision for diminution in value of short-term investments (made)/ written back
Donation made to Parkway Healthcare Foundation
Gain on disposal of medical centre suites
Overaccrual of development costs in respect of
medical centre suites previously sold
8
2000
$’000
1999
$’000
(1,729)
(2,000)
528
3,176
–
3,750
The Company
2000
1999
$’000
$’000
–
–
–
–
–
–
–
1,494
–
–
(3,201)
8,420
–
–
29. Taxation
The Group
Current taxation:
Based on results for the year
Overprovision in respect of prior years
Deferred taxation:
Based on results for the year
(Over)/Underprovision in respect of prior years
Share of tax in associated companies
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
24,425
(551)
20,493
(8,831)
13,829
–
9,534
–
(5,535)
(1,307)
(187)
(1,057)
130
2,579
–
–
–
–
–
–
16,845
13,314
13,829
9,534
The Group
The amount of income tax charged in the financial statements is higher than that arrived at by applying the standard rate of tax to the profit for the year because of
the disallowance of certain expenses for tax purposes and losses in certain subsidiaries which are not allowed to be offset against the profits of other subsidiaries.
At the balance sheet date, certain subsidiaries have unutilised tax losses and unabsorbed wear and tear allowances totalling approximately $12,397,000
(1999: $8,335,000).
These are available for offset against future taxable income in their respective financial statements, the benefits of which have not been accounted for in the
consolidated financial statements in accordance with the Group’s accounting policy set out in note 2(m).
The Company
The amount of income tax charged in the financial statements is higher than that arrived at by applying the standard rate of tax to the profit for the year because of
the disallowance of certain expenses for tax purposes.
91
30. Extraordinary Items
The Group
The Group
Note
Provision for diminution in value of investment in long-term
quoted/unquoted equity investments
Write down of value in other long-term unquoted investments
Provision against long-term loan (made)/written back:
–
subsidiary
–
associated companies
Provision for doubtful debts on notes receivable (non-trade)
Provision for indemnity provided for banking facilities of an
associated company
Provision for guarantees provided for banking facilities of an
associated company
Gain on dilution of interests in subsidiaries
Write down in value of property, plant and equipment of a subsidiary
Gain on disposal of investment properties
Gain on disposal of land attributable to sale of medical centre suites
Gain/(loss) on disposal of:
–
subsidiary
–
limited partnerships
(Loss)/gain on disposal of long-term quoted/unquoted investments
Other investments written off
Transfer from Exchange Fluctuation Reserves:
–
being exchange loss on long-term foreign investments now realised
Share of associated companies’ extraordinary items:
–
write down of long-term assets to net realisable value
–
provision for diminution in value of long term investment
–
provision for reorganisation cost written off
–
gain on disposal of subsidiaries
–
gain on disposal of investment property
–
gain on disposal of long-term investment
–
realisation of revaluation surplus on the sale of property
–
additional gain arising from a business disposed of in prior year
–
deposit for share option written off
8
6
8
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
(18,757)
(551)
–
–
–
–
–
–
–
(6,295)
–
–
–
(2,000)
27,312
–
–
–
–
–
(10,000)
–
–
–
–
11,259
(36,061)
259,194
106
(753)
–
–
–
1,404
–
–
–
–
–
–
–
–
–
–
–
–
(4,114)
–
2,790
27,932
131
(8,469)
–
–
–
–
–
(3,200)
–
–
–
(19,185)
–
–
(80,409)
(8,141)
–
–
1,747
–
–
–
–
(1,635)
(9,589)
(208)
234
–
5,107
89,060
798
(625)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
107,978
84,992
27,312
(3,200)
92
4/27/01
5:37 PM
Page 92
31. Earnings Per Share
32. Notes To The Consolidated Statement of Cash Flows (cont’d)
93
Basic
The earnings per share before extraordinary items is calculated based on the consolidated profit after taxation and minority interests but before extraordinary items of
$23,478,000 (1999: $38,841,000) and the weighted average number of shares in issue of 359,621,980 (1999: 358,954,480).
(d) Disposal
In the previous year, the Group disposed of its 50% equity interest in a subsidiary, Allianz Parkway Integrated Care Pte Ltd (formerly known as Parkway Managed
Care Pte Ltd).
The earnings per share after extraordinary items is calculated based on the consolidated profit attributable to members of the Company of $131,456,000 (1999:
$123,833,000) and the weighted average number of shares in issue of 359,621,980 (1999: 358,954,480).
(e) Effect of Disposal
Diluted
The earnings per share before extraordinary items is calculated based on the consolidated profit after taxation and minority interests but before extraordinary items of
$23,478,000 (1999: $38,841,000) and the weighted average number of shares in issue of 359,704,339 (1999: 358,965,148).
The earnings per share after extraordinary items is calculated based on the consolidated profit attributable to members of the Company of $131,456,000 (1999:
$123,833,000) and the weighted average number of shares in issue of 359,704,339 (1999: 358,965,148).
32. Notes To The Consolidated Statement of Cash Flows
(a) Acquisition
During the financial year, the Group acquired 100% equity interest in The Diagnostic X-ray Centre Pte Ltd for $350,000 satisfied in cash.
(b) Effect of Acquisition
(f)
2000
$’000
2000
$’000
1999
$’000
Net Assets Disposed
Current assets
Current liabilities
–
–
–
673
1,669
(1,375)
Net assets disposed
Transfer to investment in associated company
Gain on disposal of subsidiary
–
–
–
967
1,007
2,790
Cash consideration
–
4,764
Analysis of Net Inflow of Cash and Cash Equivalents in respect of Disposal
1999
$’000
Net Assets Acquired
Interest in associated company
Current assets
Current liabilities
Deferred taxation
40
–
40
(16)
(10)
–
10,534
317
(12,298)
–
Net assets/(liabilities) acquired
Goodwill
54
296
(1,447)
–
Cash consideration
350
(1,447)
2000
$’000
1999
$’000
Cash consideration
Cash at bank acquired
Amounts due to the Company
350
(14)
–
(1,447)
(1)
11,298
Net outflow of cash and cash equivalents in respect of the purchase of the subsidiary
336
9,850
2000
$’000
1999
$’000
Cash consideration
Cash at bank and in hand disposed
–
–
4,764
(350)
Net inflow of cash and cash equivalents in respect of the disposal of the subsidiary
–
4,414
33. Contingent Liabilities
At the end of the year, there were the following contingent liabilities:
(c) Analysis of Net Outflow of Cash and Cash Equivalents in respect of Acquisition
The Group
2000
$’000
Unsecured contingent liabilities in respect of guarantees for banking facilities granted to:
–
subsidiaries
–
associated companies
1999
$’000
The Company
2000
1999
$’000
$’000
–
1,391
–
5,798
2,852
1,391
205,196
5,798
1,391
5,798
4,243
210,994
4/27/01
5:37 PM
Page 94
94
34. Commitments
(a)
(b)
(c)
Capital expenditure not provided for in the financial statements:–
Amounts authorised and contracted for
Other amounts authorised but not contracted for
Commitments for equity investments
The Company
2000
1999
$’000
$’000
2000
$’000
1999
$’000
7,173
7,681
5,354
4,470
–
–
–
–
14,854
9,824
–
–
866
3,633
–
–
The Company entered into a Transferable Loan Facility Agreement of $300 million (“Facilities”) with two banks. In consideration of the Facilities granted to
the Company, the Company has executed a Deed of Undertaking for the following:
(i)
(ii)
the payment obligation under these Facilities will rank equally and rateably with all other unsecured indebtedness;
the Company and its subsidiaries, Parkway Group Healthcare Pte Ltd, Mount Elizabeth Healthcare Holdings Ltd, Mount Elizabeth Hospital Ltd (“MEH”),
and East Shore Hospital Pte Ltd (“ESH”) will not create any security on or over their respective assets except for any existing securities;
(iii) the Company and its subsidiaries shall not sell, transfer, lease out or lend or otherwise dispose of all or part of its assets which could have a material
adverse financial effect on them;
(iv) the Company must ensure that there will not be any material changes in the nature of business for the Company and its subsidiaries;
(v)
95
35. Associated Companies
The Group
the Company must ensure that it will continue to own directly or indirectly not less than 75% to 80% of the shares of Gleneagles Hospital Limited,
MEH and ESH; and
In addition, the Company has irrevocably granted to each of the two banks an option, exercisable at any time during the period of the Transferable Loan Facility
of $300 million, to convert the outstanding Transferable Loan to 5.75% Guaranteed Bonds (“Bonds”) Due 2002 in an aggregate principal amount equal to the
principal amount of the loan converted.
The aggregate amount of Bonds to be issued by the Company shall not exceed $300 million, shall bear interest at the rate of 5.75% per annum payable semi–
annually in arrears and shall mature on 29 December 2002.
Name of Company
Lee Hing Development Limited and its subsidiaries:
Effective Equity Interest
2000
1999
%
%
Principal
Activities
Place of
Incorporation
Property investment,
management and agent
Hong Kong
36
36
Camanche Limited
Investment holding
Hong Kong
36
36
Kai Yiu Enterprises Limited
Investment holding
Hong Kong
36
36
Kwai Ling Enterprises Company Limited
Investment holding
Hong Kong
36
36
Lee Hing Investment Company, Limited
Property and investment holding
Hong Kong
36
36
Lucky Term Company Limited
Investment holding
Hong Kong
36
36
Tek Lee Nominees Limited
Property and investment holding
Hong Kong
36
36
Tory Company Limited
Investment holding
Hong Kong
36
36
Wang Tak Company Limited
Investment holding
Hong Kong
36
36
Diamond Way Inc.
Investment holding
Republic of Liberia
36
36
Hing Nam Limited
Dormant
Cayman Islands
–
36
HK 2 Limited
Investment holding
Republic of Liberia
36
36
HK 3 Limited
Investment holding
Republic of Liberia
36
36
HK 8 Limited
Investment holding
Republic of Liberia
36
36
HK 9 Limited
Investment holding
Republic of Liberia
36
36
HK 12 Limited
Investment holding
Republic of Liberia
36
36
HK 18 Limited
Investment holding
Republic of Liberia
36
36
HK 28 Limited
Investment holding
Republic of Liberia
36
36
HK 38 Limited
Investment holding
Republic of Liberia
36
36
HK 68 Limited
Investment holding
Republic of Liberia
36
36
HK 268 Limited
Investment holding
Republic of Liberia
36
36
HK 333 Limited
General investment
Republic of Liberia
36
36
HK 368 Limited
Investment holding
Republic of Liberia
36
36
HK 888 Limited
Investment holding
Republic of Liberia
36
36
Lee Nam Limited
Dormant
Republic of Liberia
–
36
PRC 1 Limited
Investment holding
Republic of Liberia
36
36
PRC 18 Limited
General investment
Republic of Liberia
36
36
Stettler Investment Limited
Investment holding
Republic of Liberia
36
36
As at 31 December 2000, the banks have not converted the outstanding Transferable Loan into Guarantee Bonds Due 2002.
4/27/01
5:37 PM
Page 96
96
35. Associated Companies (cont’d)
97
2000
1999
%
%
Principal
Activities
Place of
Incorporation
V12 Limited
Investment holding
Republic of Liberia
36
36
V168 Limited
Investment holding
Republic of Liberia
–
36
Royalmist Properties Pty Ltd
V338 Limited
Dormant
Republic of Liberia
–
36
Tan Nam Holdings Ltd.
Investment holding
Cayman Islands
36
Tan Nam Ltd.
General investment
Cayman Islands
Sinonet Holdings Ltd
Investment holding
Argent Holdings Ltd
2000
1999
%
%
Name of Company
Principal
Activities
Place of
Incorporation
Kyami Pty Ltd and its subsidiaries:
Investment holding
Australia
30
30
Property investment and development
Australia
30
30
Fireace Pty Ltd
Asset management
Australia
30
30
36
Syntami Pty Ltd
Property management
Australia
30
30
36
36
Royalmist Pty Ltd
Hotel and centre management
Australia
30
30
British Virgin Islands
36
–
Karington Holdings Pte Ltd
Investment holding
Singapore
50
50
Investment holding
33
–
PT Nusautama Medicalindo
Indonesia
25
25
Trademart Singapore Pte Ltd
Operating of warehouses for
rental and storage
Singapore
50
50
Private hospital
30
United States of America
40
40
Private hospital
26
Property development,
provision of construction
management services
PT Siloam Healthcare Tbk (formerly known as
PT Siloam Gleneagles Healthcare Tbk)
and its subsidiary:
Indonesia
Phil, Inc
26
30
Management of
international merchandise
and distribution centre
Singapore
50
50
Private hospital
Indonesia
Trademart Management Pte Ltd
Gleneagles International Hospital (Lanka) Limited
Private hospital
Sri Lanka
40
40
Duncan Gleneagles Hospital Ltd
Private hospital
India
50
50
Gleneagles Heritage Holdings Limited
Investment holding
40
40
Renalcare Mount Elizabeth Pte Ltd
Provision of medical services
Singapore
20
20
Renalcare (Katong) Pte Ltd
Provision of medical services
Singapore
20
20
Auric Pacific Group Limited and its subsidiaries:
Food wholesaling and distribution,
food manufacturing and investment
Singapore
22
22
APG Foods Pte Ltd
Investment trading
Singapore
22
22
Auric Pacific (M) Sdn Bhd
Food wholesaling and distribution
Malaysia
22
22
Food wholesaling and distribution,
and food manufacturing
Singapore
22
22
Name of Company
Blendkirk Limited and its subsidiaries:
PT Budi Mulia Gleneagles
Property investment and trading
United Kingdom
50
50
Validhill Limited
United Kingdom
50
50
Avidcrown Limited and its subsidiaries:
United Kingdom
50
50
15 Upper Grosvenor Street Limited
United Kingdom
50
50
16 Upper Grosvenor Street Limited
United Kingdom
50
50
Gleneagles Medical Centre (Kuala Lumpur) Sdn Bhd
Medical centre development,
Malaysia
30
30
Gleneagles Hospital (Kuala Lumpur) Sdn Bhd
Private hospital
Malaysia
30
30
Provision of dialysis care
Singapore
40
40
Auric Pacific Food Industries Pte Ltd
Provision of business
management, consultancy
and specialised medical services
Singapore
44
44
Auric Pacific Marketing Pte Ltd
Food wholesaling and distribution
Singapore
22
22
Auric Technology Holdings Pte Ltd
Investment holding in
technology-related companies
Singapore
22
–
Provision of medical diagnostic
services
Indonesia
Auric Technology Ventures Pte Ltd
Venture capital and
investment holding
Singapore
22
–
Auric Asset Management Pte Ltd
Fund management
Singapore
22
–
Gleneagles Dialysis International Pte Ltd
and its subsidiary:
Gleneagles Dialysis Centre Pte Ltd
PT Tritunggal Sentra Utama Surabaya
30
30
4/27/01
5:37 PM
Page 98
98
Place of
Incorporation
Auric Technology Enterprises Pte Ltd
Investment holding
Singapore
22
–
Auric Property Pte Ltd
Property investment
Singapore
22
22
Name of Company
Auric Pacific (International) Pte Ltd
Property investment
Singapore
22
22
Auric Pacific Batam Pte Ltd
Property investment
Singapore
22
22
Gourmet Foods Pte Ltd
Property investment
Singapore
22
22
Sunshine Manufacturing Pte Ltd
Property investment
Singapore
22
22
Auric Pacific Enterprise Pte Ltd
Investment trading
Singapore
22
22
Classic Aspire Sdn Bhd
Investment holding
Malaysia
22
22
Sunshine Services (HK) Ltd
Investment holding
Hong Kong
22
22
Top-One Foods Pte Ltd
Dormant
Singapore
22
22
Auric Telco Investments Pte Ltd (formerly known as
Auric Pacific Indonesia Pte Ltd)
Dormant
Singapore
22
22
Cold Storage Holdings Pte Ltd
Dormant
United Kingdom
22
22
Wellington Cold Storage Limited
Refrigerated warehousing
New Zealand
22
22
C-Med Pte Ltd
Cyber-medicine and
other related healthcare services
Singapore
50
50
Allianz Parkway Integrated Care Pte Ltd
(formerly known as Parkway Managed Care Pte Ltd)
Management of managed care and
related services
Singapore
50
50
Charter Asia Behavioural Health Services Pte Ltd
(formerly known as Mount Elizabeth Charter
Behavioural Services Pte Ltd)
Provision of specialised
medical services and
nursing and personal care services
Singapore
see note 5
50
Clinical Neuroscience Services Pte Ltd
Provision of neuroscience
consultancy services
Singapore
49
–
IAG Biotechnologies Pte Ltd
Provision of medical and
health products, clinic management
Singapore
32
–
Onemedhub Pte Ltd
(formerly known as Onemedhub.com Pte Ltd)
Provision of electronic
commerce services
Singapore
40
–
Medechain Pte Ltd
Provision of logistic services
Singapore
38
–
99
36. Information Required by Paragraph 7 of the Ninth Schedule, Companies Act, Chapter 50
2000
1999
%
%
Principal
Activities
The Group’s and the Company’s liabilities and debts at the balance sheet date (excluding deferred taxation, fixed deposits and cash in hand and at banks) are:
2000
1999
Liabilities
Payable
$’000
Debts
Receivable
$’000
Liabilities
Payable
$’000
Debts
Receivable
$’000
The Group
Within 1 year
From 1 to 2 years
297,975
184,864
84,381
–
504,323
94,668
86,248
180
Within 2 years
From 3 to 5 years
After 5 years
482,839
171,500
–
84,381
–
–
598,991
337,009
–
86,428
–
–
654,339
84,381
936,000
86,428
The Company
Within 1 year
From 1 to 2 years
509,905
181,450
482,670
–
323,733
–
302,108
–
Within 2 years
From 3 to 5 years
After 5 years
691,355
171,500
–
482,670
–
–
323,733
300,000
–
302,108
–
–
862,855
482,670
623,733
302,108
100
4/27/01
5:37 PM
Page 100
37. Segment Reporting
37. Segment Reporting (cont’d)
(a) Business Segments
Property
investment and
Healthcare other operations
$’000
$’000
Eliminations
$’000
Segment results
337,499
43,064
–
380,563
45,852
28,835
–
74,687
74,687
(27,492)
(1,890)
(68)
(3,201)
(16,845)
(1,713)
107,978
Net profit for the year
131,456
Segment results
319,259
56,023
–
375,282
47,635
32,578
–
80,213
Financing costs
Share of profit of associated companies
Exceptional items
Taxation
Minority Interests
Extraordinary items
80,213
(44,132)
4,154
8,420
(13,314)
3,500
84,992
Net profit for the year
123,833
Eliminations
$’000
Consolidated
$’000
–
–
–
964,509
126,277
649
Assets and Liabilities
Financing costs
Share of loss of associated companies
Share of loss in partnerships
Exceptional items
Taxation
Minority Interests
Extraordinary items
1999
Total revenue from external customers
Property
investment and
Healthcare other operations
$’000
$’000
Consolidated
$’000
Revenue and Expenses
2000
101
(a) Business Segments (cont’d)
2000
Segment assets
Investment in partnerships
741,890
9,667
649
222,619
116,610
–
Total assets
Segment liabilities
1,091,435
128,413
382,753
–
Total liabilities
1999
Segment assets
755,270
37,084
603,350
196,708
–
–
Total assets
Segment liabilities
511,166
511,166
1,358,620
233,792
1,592,412
438,164
358,403
–
Total liabilities
796,567
796,567
Capital Expenditures
2000
Capital expenditure
39,515
373
–
39,888
1999
Capital expenditure
25,758
379
–
26,137
102
4/27/01
5:37 PM
Page 102
37. Segment Reporting (cont’d)
38. Subsequent Events
(b) Geographical Segments
(a)
South East
Asia
$’000
United
Kingdom
$’000
Other
Regions
$’000
Eliminations
$’000
Consolidated
$’000
2000
334,887
41,598
4,078
–
380,563
Segment assets
918,398
95,612
77,425
–
1,091,435
36,559
3,329
–
–
39,888
335,714
35,196
4,372
–
375,282
1,288,349
135,134
168,929
–
1,592,412
23,317
2,820
–
–
26,137
Capital expenditure
1999
Segment assets
Capital expenditure
103
At the Extraordinary General Meetings held on 18 January 2001, the shareholders of the Company approved the following:
(i) by first capitalising an aggregate sum of up to $180,999,990 standing to the credit of the share premium account of the Company and applying the same
in paying up in full at par up to 361,999,981 ordinary shares of $0.50 each in the capital of the Company (“Bonus Share”) on the basis of one (1) Bonus
Share for every one (1) existing share;
(ii)
thereafter, by reducing the nominal value of each share (including bonus shares) in the capital of the Company from $0.50 to $0.25 pursuant to Section 73
of the Companies Act, Chapter 50, by cancelling and returning issued and paid-up capital of $0.25 for each share (“Capital Reduction”);
(iii) the share option scheme, to be known as the Parkway Share Option Scheme 2001 ( the “2001 Scheme”), under which options will be granted to selected
directors and employees of the Company and its subsidiaries to subscribe for ordinary shares of $0.50 each in the capital of the Company (“Shares”);
(iv) the termination of the Company’s existing share option scheme known as the Parkway Employee Share Option Scheme approved by the shareholders at the
Extraordinary General Meeting held on 23 September 1988 (and amended at the Extraordinary General Meeting held on 22 August 1994), provided that
such termination shall be without prejudice to the rights of the holders of options accepted and outstanding under the Parkway Employee Share Option
Scheme as at the date of its termination.
(b)
Pursuant to the abovementioned Extraordinary General Meeting, the Company issued 359,981,981 bonus ordinary shares of $0.50 each credited as fully paid to
its existing shareholders by way of capitalisation of $179,999,990 out of the share premium account on 13 March 2001.
(c)
In connection with the same Extraordinary General Meeting, the Company was granted an order of court by the High Court of the Republic of Singapore
confirming the Capital Reduction on 21 February 2001. Following the lodgement of the order of court with the Registrar of Companies and Businesses, the
Capital Reduction took effect on 13 March 2001.
(d)
A subsidiary, Gleneagles Hospital (UK) Limited signed a Letter of Intent with HCA UK Holdings Ltd (“HCA”) on 21 March 2001 for the proposed sale and sublease
of certain assets of its London Heart Hospital to HCA. HCA has indicated an intention to pay the sum of £7,000,000 cash for these assets, subject to
adjustments based on the amount of liabilities assumed by HCA. Furthermore, the parties also envisaged that HCA would take a sublease for an initial term of
12 years of certain property relating to the operation of the London Heart Hospital for a sum of £700,000 per annum. This rental payment is expected to
increase by 2% annually during the term of the sublease. The proposed sale and sublease arrangement is subject to certain regulatory approvals in the United
Kingdom and to a definitive agreement being finalised.
(e)
Through its wholly-owned subsidiaries, Gleneagles Development Pte Ltd (“GDPL”) and Fantasy Line Limited (“FLL”), the Group had an aggregate equity interests
of approximately 25.5% in the share capital of PT Siloam Healthcare Tbk (“Siloam”), a public listed company incorporated in Indonesia. Subsequent to the end of
the financial year, Siloam announced a rights issue. However, the management had decided not to participate and make further capital contribution to Siloam.
Following the completion of the rights issue, the Group’s aggregate equity interest in the share capital of Siloam has been reduced to approximately 9.3% and
accordingly, Siloam has ceased to be an associated company of the Group.
4/27/01
5:37 PM
Page 104
A DDITIONAL I NFORMATION
31 December 2000
104
1. Directors’ Remuneration
38. Subsequent Events (cont’d)
(f)
On 4 January 2001, the Company established a Multi-Currency Unsecured Medium Term Note Programme ("Programme") for which it may issue notes ("Notes")
to refinance existing loans and for working capital requirements. Such Notes will be arranged by Citicorp Investment Bank (Singapore) Limited. The amount of
debt securities ("Securities") issued and outstanding under the Programme shall not exceed an aggregate of $500 million or equivalent at any time.
The unsecured Notes are in bearer form with the following principal terms:
(i) fixed or floating interest rate (in 1, 3, or 6 months reset) including fixed rate bonds, floating rate notes, hybrid notes or variable rate notes;
(ii)
different maturity of securities which may vary between 1 month to 10 years; and
(iii) put options to investors or call options to the issuer, for example, 3-month or 6-month variable rate notes with put options by investors and call options
by the issuer.
105
The remuneration of directors (including directors’ fees) of the Company is analysed as follows:
2000
Number of
Directors
1999
Number of
Directors
$500,000 and above
$250,000 to $499,999
Below $250,000
1
2
11
2
–
11
Total
14
13
2. Number of Employees
According to the terms of the Programme:
(i) the Company and its subsidiaries will not create any security on or over their respective assets except for any existing securities; and
(ii)
The number of employees in the Group and the Company at 31 December 2000 were 3,266 (1999: 3,227) and NIL (1999: NIL) respectively.
3. Summary of Major Properties
the Company must ensure that it will continue to own directly or indirectly not less than 75% in Gleneagles Hospital Limited and Mount
Elizabeth Hospital Ltd.
The major properties of the Group are:
39. Cash and Cash Equivalents
Location
Cash and cash equivalents included in the Consolidated Statement of Cash Flows comprise these balance sheet amounts:
Opening balances:
Bank overdrafts
Closing balances:
Bank overdrafts
2000
$’000
1999
$’000
40,293
20,009
(6,850)
25,186
14,675
(11,317)
53,452
Site Area
(sm)
Approximate
Total Lettable/
Saleable Area
(sm)
Percentage
owned by
the Group
%
Tenure
Singapore
1.
Gleneagles Hospital,
a 380-bed hospital and
Gleneagles Medical
Centre with 164 medical suites
and 402 car park lots
Lot 1345 Town subdivision 25
situated at
6/6A Napier Road
14,947
Hospital Building –
Medical Centre
–
25,000
10,800
100
9
Freehold
28,544
2.
Lot 858 Town subdivision 27
situated at
3 Mount Elizabeth
15,204
Medical Centre
–
38,626
19,940
100
4
99-year lease
commencing
1 October 1976
32,983
198,666
(1,790)
40,293
20,009
(6,850)
Mount Elizabeth Hospital
and Medical Centre, a 505-bed
hospital with 214 medical
suites and 368 car park lots
3.
Lot 6912 Mukim 26
situated at
321 Joo Chiat Place
Hospital and
Medical Centre
100
Freehold
53,452
East Shore Hospital and
Medical Centre, a 157-bed
hospital with 28 medical suites
and 73 car park lots
10,926
229,859
6,200
–
40. Comparative Figures
The presentation and classification of items in the financial statements have been changed due to the adoption of the requirements of SAS 1 (Revised 1999)
“Presentation of financial statements”, SAS 15 (Revised 1999) “Leases” and SAS 23 (Revised 1999) “Segment Reporting”. As a result, additional line items have
been included on the face of the balance sheets and profit and loss accounts, and statements of changes in equity have been presented as required by SAS 1
(Revised 1999). Finance lease obligations have been analysed to disclose a reconciliation of the total minimum lease payments at the balance sheet date, and their
present value, for periods not later than one year, later than one year and not later than five years, and later than five years as required by SAS 15 (Revised 1999).
Segment information has also been analysed to include additional information on segment liabilities and capital expenditure. Comparative figures have been adjusted
to conform with the current year’s presentation.
Notes to the Financial Statements • Additional Information
4/27/01
5:37 PM
Page 106
A NALYSIS OF S HAREHOLDINGS
Additional Information 31 December 2000
as at 9 April 2001
106
3. Summary of Major Properties (cont’d)
Location
Approximate
Total Lettable/
Saleable Area
(sm)
Site Area
(sm)
Percentage
owned by
the Group
%
Range of shareholdings
5.
6.
Laboratories and offices
Eastern Specialist Centre
Radiologic Clinic
Lot 2301/U2 Mukim 1
situated at 213 Henderson Road,
#01-02, #02-02,
#03-02, #04-02
Henderson Industrial Park
940
Lot 5188 Mukim 27 situated at
Block 210, New Upper Changi
Road, #01-699
380
Lot 5350 Mukim 05 situated at
Block 130 Jurong East Street 13
#01-219
145
Laboratories
and offices
–
Clinic
–
940
100
Freehold
8.
Gleneagles Medical Centre,
a 150-bed private hospital
The Heart Hospital,
a 95-bed hospital and
specialist cardiac centre
1 Jalan Pangkor,
Penang, Malaysia
47 Wimpole Street
London W1M 7D4
United Kingdom
%
1,000
381
5.95
235,606
0.03
10,000
4,908
76.62
20,979,280
2.91
10,001 –
1,000,000
1,090
17.01
49,647,172
6.90
1,000,001 –
above
27
0.42
649,101,904
90.16
6,406
100
719,963,962
100
Twenty-One Largest Shareholders (as shown in the Register of Members)
as at 9 April 2001
Clinic
–
380
145
100
100
86-year lease
commencing
1 July 1992
91-year lease
commencing
1 April 1993
7,319
2,563
18,600
12,750
70
65
Freehold
200-year lease
commencing
31 August 1994
No.
Name of shareholders
No. of shares
%
1.
Raffles Nominees Pte Ltd
224,915,459
31.24
2.
Premierhealth Investments Pte Ltd
120,364,000
16.72
3.
DBS Nominees Pte Ltd
73,737,847
10.24
4.
Overseas Union Bank Nominees Pte Ltd
63,349,814
8.80
5.
Citibank Nominees Singapore Pte Ltd
36,931,897
5.13
6.
HSBC (Singapore) Nominees Pte Ltd
21,502,999
2.99
7.
United Overseas Bank Nominees Pte Ltd
19,993,900
2.78
8.
Hong Leong Finance Nominees Pte Ltd
12,792,000
1.78
9.
NTUC Income Insurance Co-operative Limited
11,963,000
1.66
10.
Petaling Garden (S) Pte Ltd
9,147,600
1.27
11.
Oversea-Chinese Bank Nominees Pte Ltd
8,850,996
1.23
12.
S L W Sdn Bhd
7,233,920
1.00
13.
Kim Eng Securities Pte Ltd
5,838,000
0.81
14.
DB Nominees (S) Pte Ltd
5,584,674
0.77
15.
Keck Seng (M) Berhad
4,859,396
0.67
16.
HSBC Investment Bank Plc
4,009,180
0.56
17.
Tan Kim Yeow Sendirian Berhad
2,798,000
0.39
18.
BNP Paribas Nominees Singapore Pte Ltd
2,761,680
0.38
19.
Su Lah Wah
2,146,160
0.30
20.
Chng Gim Huat
1,500,000
0.21
21.
Tudor Court Gallery Pte Ltd
1,500,000
0.21
78,183,440
10.86
719,963,962
100.00
(Others – Less than 1,500,000 shares each)
Total
Additional Information • Analysis of Shareholdings
107
Number of
shares
1 –
Total
Overseas
7.
%
1,001 –
Tenure
Singapore (cont’d)
4.
Number of
shareholders
4/27/01
5:37 PM
Page 108
NOTICE OF A NNUAL G ENERAL M EETING
Analysis of Shareholdings as at 9 April 2001
108
Substantial Shareholders
(as shown in the Register of Substantial Shareholders)
as at 9 April 2001
No. Name of Shareholders
1. CapitaLand Limited
2. Cobalt Limited
3. CapitaLand Commercial Limited
4. Petaling Garden (S) Pte Ltd
5. Premier Health Holding Pte Ltd
NOTICE IS HEREBY GIVEN that the Twenty-Eighth Annual General Meeting of the Company will be held on Thursday, 24 May 2001 at 11.00 a.m. at The Lecture Theatre,
Level 3, Gleneagles Hospital, 6A Napier Road, Singapore 258500 for the purpose of transacting the following businesses:
Beneficial
Shareholdings
Deemed
Shareholdings
1. To receive and, if approved, to adopt the Director’s Report and Audited Accounts for the year ended 31 December 2000 and the Auditors’ Report thereon.
–
120,364,000
2. To declare a Final Dividend of 8% per ordinary share of S$0.25 each less 24.5% income tax in respect of the year ended 31 December 2000.
108,290,618
–
3. (a)
To re-elect Dr Prathap C Reddy, who retires pursuant to Article 83 of the Articles of Association of the Company, as Director of the Company.
–
120,364,000
(b)
To re-elect Mr Alain Ahkong Chuen Fah, who retires pursuant to Article 83 of the Articles of Association of the Company, as Director of the Company.
55,379,582
–
(c)
To re-elect Mr Tony Tan Choon Keat, who retires pursuant to Article 97 of the Articles of Association of the Company, as Director of the Company.
–
120,364,000
(d)
To re-elect Mr Tan Kai Seng, who retires pursuant to Article 97 of the Articles of Association of the Company, as Director of the Company.
120,364,000
–
(e)
To re-elect Mr Ang Guan Seng, who retires pursuant to Article 97 of the Articles of Association of the Company, as Director of the Company.
7. Singapore Technologies Holdings Pte Ltd
–
120,364,000
(f)
To re-elect Mr Ho Kian Guan, who retires pursuant to Article 97 of the Articles of Association of the Company, as Director of the Company.
8. Singapore Technologies Pte Ltd
–
120,364,000
9. Temasek Holdings (Private) Limited
–
123,055,000
6. Premierhealth Investments Pte Ltd
4. To re-appoint Dr Kwa Soon Bee pursuant to Section 153(6) of the Companies Act, Cap. 50, as Director of the Company to hold office until the next Annual General
Meeting of the Company.
5. To approve Directors’ Fees of $550,029 for 2000 (1999: $183,250).
6. To re-appoint Messrs. KPMG as Auditors and to authorise the Directors to fix their remuneration.
Analysis of Shareholdings • Notice of Annual General Meeting
109
110
4/27/01
5:37 PM
Page 110
7. As Special Business:
Notes:
To consider and, if thought fit, to pass the following resolutions (a), (b1) and (b2) as ordinary resolutions:
(a)
That subject to Section 161 of the Companies Act, Cap 50, the Articles of Association of the Company and the approval of the relevant Stock Exchange and/or
other governmental or regulatory bodies where such approval is necessary, the Board of Directors of the Company be and is hereby authorised, pursuant to
Section 161 of the Companies Act, Cap 50, to issue shares in the Company at any time to such persons, upon such terms and conditions and for such purposes
as the Board of Directors may deem fit PROVIDED ALWAYS THAT the aggregate number of shares to be issued pursuant to this Resolution does not exceed fifty
per cent. of the issued share capital of the Company for the time being, of which the aggregate number of shares issued other than on a pro rata basis to
existing shareholders does not exceed twenty per cent. of the Company’s existing share capital.
(b1) That the Board of Directors of the Company be and is hereby authorised to issue and allot from time to time such number of shares in the capital of the
Company as may be required to be issued pursuant to the exercise of options granted under the Parkway Employee Share Option Scheme (“Parkway Scheme”)
(which has been terminated on 18 January 2001) PROVIDED ALWAYS THAT the aggregate number of shares in the Company (“Shares”) to be issued pursuant to
the Parkway Scheme does not exceed five per cent. of the issued share capital of the Company from time to time.
(b2) That the Board of Directors of the Company be and is hereby authorised to issue and allot from time to time such number of shares in the capital of the
Company as may be required to be issued pursuant to the exercise of options granted under the Parkway Share Option Scheme 2001 (“Parkway 2001 Scheme”)
PROVIDED ALWAYS THAT the aggregate number of the shares to be issued pursuant to the Parkway 2001 Scheme does not exceed fifteen per cent. of the
issued share capital of the Company from time to time.
2. Where a member appoints two proxies, the Company may treat the appointments as invalid unless the member specifies the proportion of his shareholding
(expressed as a percentage of the whole) to be represented by each proxy.
3. The instrument appointing a proxy or proxies must be deposited at the registered office of the Company at No. 1 Grange Road #11-01, Orchard Building, Singapore
239693 not less than 48 hours before the time appointed for the Annual General Meeting.
4.
The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorised in writing. Where the instrument appointing a
proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of an officer or attorney duly authorised.
5. Messrs. Alain Ahkong Chuen Fah and Ang Guan Seng, if re-elected, will remain as independent members of the Audit Committee.
Explanatory Notes on special business to be transacted
6. (a)
8. To transact any other business which may normally be dealt with at an Annual General Meeting.
The ordinary resolution proposed in item 7(a) above, if passed, will empower the Board of Directors of the Company, from the date of the above Meeting until the
next Annual General Meeting, to issue shares in the Company up to an amount not exceeding in total fifty per cent. (50%) of the issued share capital of the
Company for the time being for such purposes as they consider would be in the interest of the Company. This authority will, unless revoked or varied at a
general meeting, expire at the next Annual General Meeting of the Company.
(b)
The ordinary resolution proposed in item 7(b1) above, if passed, will enable the Board of Directors of the Company, from the date of the above Meeting until the
next Annual General Meeting, to issue shares in the Company up to an amount not exceeding in total five per cent. (5%) of the issued share capital of the
Company for the time being pursuant to the exercise of the options under the Parkway Employee Share Option Scheme. This authority will, unless revoked or
varied at a general meeting, expire at the next Annual General Meeting of the Company.
(c)
The ordinary resolution proposed in item 7(b2) above, if passed, will enable the Board of Directors of the Company, from the date of the above Meeting until the
next Annual General Meeting, to issue shares in the Company up to an amount not exceeding in total fifteen per cent. (15%) of the issued share capital of the
Company for the time being pursuant to the exercise of the options under the Parkway 2001 Scheme. This authority will, unless revoked or varied at a general
meeting, expire at the next Annual General Meeting of the Company.
Dividend Payment Date
The Share Transfer Books and Register of Members of the Company will be closed on 1 June 2001 to determine shareholders’ entitlement to the final dividend of 8% less
24.5% income tax. The proposed final dividend, if approved at the Twenty-Eighth Annual General Meeting, will be paid on 12 June 2001.
By Order of the Board
111
1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint one or two proxies to attend and vote instead of him. A proxy need not be a
member of the Company.
June Tay Kwok Fung
Company Secretary
Singapore, 8 May 2001
4/27/01
5:59 PM
Page 112
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Annual Report 2000

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