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RESILIENT PROPERTY INCOME FUND LTD - Preliminary summarised audited consolidated financial statements for the year ended 30 June 2014

Release Date: 05/08/2014 14:03
Code(s): RES     PDF:  
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Preliminary summarised audited consolidated financial statements for the year ended 30 June 2014

Resilient Property Income Fund Limited
Incorporated in the Republic of South Africa
Reg no 2002/016851/06
Share code RES
ISIN ZAE000043642
(“Resilient” or “the group”)
(Approved as a REIT by the JSE)

PRELIMINARY SUMMARISED AUDITED CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2014

DIRECTORS’ REPORT
1 CAPITAL STRUCTURE
The conversion of the company’s linked unit capital structure to an all
share structure was approved on 30 June 2014. The company’s capital
structure is now in line with the internationally recognised Real Estate
Investment Trust (“REIT”) capital structures.

2 NATURE OF THE BUSINESS
Resilient is an internally asset managed REIT listed on the JSE Limited.
Its strategy is to invest in dominant regional retail centres with a
minimum of three anchor tenants and let predominantly to national
retailers. It further invests in listed and offshore property related
assets.

3 DISTRIBUTABLE EARNINGS AND COMMENTARY ON RESULTS
The board has declared a dividend of 168,35 cents per share for the six
months ended June 2014. This, combined with the 159,59 cents in respect of
the interim period, represents an increase of 20,94% compared to the
comparable prior period. Despite the subdued growth in the South African
economy and the group’s exposure to areas negatively affected by the
protracted strike by platinum miners, the property portfolio performed
ahead of budget. Resilient again benefited from the strong performance of
its listed holdings, particularly the offshore holdings where dividends
benefited from the depreciation of the Rand.

National retail sales have held up surprisingly well under the current
challenging economic environment. Widely varying performances were
achieved in provinces where Resilient is represented. North West province
again achieved negative nominal growth due to the impact of the strike
action on its mining sector. In KwaZulu-Natal, Boardwalk Inkwazi (Richards
Bay) and Murchison Mall (Ladysmith) achieved disappointing growth.
Boardwalk Inkwazi was affected by the closure of the Bayside aluminium
smelter and Murchison Mall is undergoing refurbishment which has disrupted
pedestrian flows. Gauteng achieved the highest growth largely as a result
of the successful extension of The Grove where the footcount increased by
over 40% and the trading densities of tenants in the original mall
increased by 19,4%.

The comparable sales growth per province is set out below:
North West                                                          (0,3%)
KwaZulu-Natal                                                         4,2%
Eastern Cape                                                          7,9%
Limpopo                                                               8,7%
Northern Cape                                                         9,6%
Mpumalanga                                                           11,7%
Gauteng                                                              15,9%
Following the resolution of the platinum miners’ strike, retail sales in
the North West province have recovered sharply which bodes well for the
June 2015 financial year. The Northern Cape, particularly Village Mall
Kathu, benefited from the continued growth of mining activity in its
target market. Resilient’s intensive management of its malls, including
its focus on tenant profile, refurbishment and appropriate extensions,
supports continued above market performance of the portfolio as a whole.
Turnover rental of R24,7 million was received against a budget of R14,1
million.

4 PROPERTY ACQUISITIONS
The Galleria and Arbour Crossing Resilient increased its interest in The
Galleria and Arbour Crossing from 10% to 75% at a cost of R1 389 million
and a yield of 8% effective from 17 October 2013. At 30 June 2013 The
Galleria (an 88 443m2 GLA mall) and Arbour Crossing (a 39 786m2 GLA value
centre) had vacancies of 13,3% and 8,7% respectively. These vacancies have
since reduced to 8,5% and 6,9% respectively. As a result of progress
achieved with letting, management decided not to introduce a gymnasium to
the mall. Although this would have reduced the vacancy at The Galleria to
below the targeted 5% level, flexibility to introduce further national and
international clothing retailers would have been compromised.

Tubatse Crossing Resilient increased its interest in this mall from 90% to
96,5% at a cost of R39,8 million.

Jubilee Mall Resilient agreed to acquire Jubilee Mall in Hammanskraal at a
cost of R975 million representing a forward yield of 7,5% with effect from
1 September 2014. The mall has a GLA of 52 577m2 with five anchors being
Edgars, Game, Pick n Pay, Spar and Woolworths. It further includes all
major national clothing retailers. The mall dominates the substantial
Hammanskraal region and strong trading densities are achieved.

The purchase price will be discharged by Resilient issuing 6 578 947
shares at a price of R57,00 per share with the balance in cash. The
transaction is unconditional.

Irene Mall Subsequent to the year end, Resilient acquired Irene Mall at a
capitalisation rate of 7,75%. The cost of R665 million escalates at 7,5%
from 1 January 2014 to the date of transfer. Irene Mall currently has a
GLA of 30 000m2 and is anchored by Pick n Pay and a small Woolworths
store. The centre has a strong entertainment offering including six Ster
Kinekor cinemas and a variety of restaurants. In addition, two portions of
adjacent land zoned for retail development is being acquired for a total
of R135 million. Irene is an upmarket area currently undergoing rapid
growth which should continue as the road infrastructure is further
developed. Resilient’s long term intention is to extend the mall to a full
regional mall of up to 80 000m2 GLA.

The transactions are expected to be finalised by September 2014.

5 PROPERTY DEVELOPMENTS
Secunda Mall The mall opened on schedule in October 2013 and achieved its
budgeted yield of 9%. Retailers reported trading figures well ahead of
their projections. Following the introduction of Dis-Chem and Food Lover’s
Market (scheduled to open in September 2014) the mall will have a GLA of
59 694m2. The mall is anchored by Checkers Hypermarket, Edgars, Game, Pick
n Pay and Woolworths and includes all major national clothing retailers.
Resilient has a 40% interest in this mall with Sasol Pension Fund and
local consortiums owning 40% and 20% respectively.

Soshanguve Crossing This 34 513m2 GLA mall anchored by Edgars, Game,
Shoprite and Spar opened in May 2014. Retailers have reported strong
trading performance. Resilient has a 55% interest in this mall that
achieved a yield of 8,5% against the budgeted 8%. Resilient’s cost was
R290 million.

6 PROPERTY EXTENSIONS
Circus Triangle The final extension to this mall to accommodate Edgars and
Game and the expansion of Foschini, Shoprite, Truworths and Woolworths is
on schedule for completion in October 2014 at a cost of R170 million. The
extension is projected to achieve an 8% return.

The Grove The 11 600m2 GLA extension to The Grove to accommodate Ster
Kinekor (eight screens including two prestige cinemas and iMax), an ice
rink and a family entertainment centre opened during the year. As a result
of a substantial and unbudgeted increase in parking income, a yield of
7,4% was achieved against the 6% initially budgeted. An additional
10 000m2 of retail rights were approved by the authorities in December
2013 and Resilient is now letting the vacant stores constructed on the
upper level.

Jabulani Mall The 2 350m2 GLA extension to Jabulani Mall to accommodate
Food Lover’s Market and Shoprite Liquor opened in November 2013 and the
projected yield of 11% was achieved.

Northam Plaza The 8 100m2 GLA extension to Northam Plaza to accommodate
Game opened on schedule and within budget at a yield of 8% in October
2013.

Village Mall Kathu The 7 300m2 GLA extension to accommodate Game and
additional national retailers opened in September 2013 within budget at
the forecast yield of 8%. A 1 450m2 Woolworths store will open in October
2014.

Rivonia Village The 2 200m2 GLA extension to accommodate Checkers opened
in November 2013. Excluding the income from an additional 64 parking bays,
the yield was 7%.

The board is evaluating major tenant driven extensions with a focus on
improving the entertainment offerings to five existing malls.

7 PROPERTY DISPOSALS
The properties sold to Fortress for R1 042 million transferred. The
transaction had an effective date of 1 July 2013.

8 RESILIENT AFRICA
The board has agreed to increase its capital commitment to this joint
venture for the development of properties in Nigeria to R1 billion.
Resilient has a 50,98% interest in Resilient Africa with Standard Bank and
Shoprite Checkers as its partners. In addition to the 12 819m2 GLA Delta
Mall under construction in Warri, Delta State, construction has commenced
on a 12 291m2 GLA mall in Owerri, Imo State. Negotiations are at various
stages on an additional seven sites with the target of commencing
construction on a further two developments by December 2014.

9 LISTED PORTFOLIO
                                  Jun 2014                 Jun 2013
                              Number        Fair       Number          Fair
                            of units/      value     of units/        value
Counter                       shares       R’000       shares         R’000
Capital (CPF)            208 340 000   2 229 238   153 850 000    1 636 964
Fortress B (FFB)          98 670 000     986 700    63 000 000      535 500
Nepi (NEP)                25 300 000   2 403 500    21 220 000    1 421 527
                                       5 619 438                  3 593 991
Rockcastle (ROC)         168 560 000   2 857 092*   60 775 000      817 423
                                       8 476 530                  4 411 414
* Rockcastle was treated as an associate (equity accounted) and was thus
not fair valued in the financial statements at June 2014.

The board’s policy is to hedge a maximum of 35% of its foreign currency
exposure to equity investments (Nepi and Rockcastle). At June 2014 USD98
million was hedged at R10,60.

Following a lengthy process and with the approval of the relevant
regulators and its unitholders, Capital Property Fund (a Collective
Investment Scheme in Property) converted to a corporate REIT and
simultaneously internalised its asset management, in consideration for
which Resilient now holds 70 754 717 Capital shares.

10 VACANCIES
As a result of the increased holdings in The Galleria and Arbour Crossing,
vacancies increased from 1,8% at June 2013 to 2,2% at June 2014. The
vacancies have, however, decreased from the 2,7% at December 2013.

11 FACILITIES AND INTEREST RATE DERIVATIVES
Resilient accepted 5-year loans of R825 million and R910 million from RMB
and Standard Bank respectively. The group further accepted a 3-year loan
of R600 million from Standard Bank. Resilient has a R4 billion DMTN
programme and the board’s intention remains to finance 50% of Resilient’s
borrowings on an unsecured basis. Following the R1 billion rights issue
concluded in May 2014 and the revaluation of assets at June 2014,
Resilient’s interest-bearing debt to asset ratio reduced from 34,6% at
December 2013 to 28,7% at June 2014. This is anticipated to increase to
approximately 32% following the transfer of Irene Mall and Jubilee Mall.

                                                                   Average
                                                      Amount        margin
Facility expiry                                    R’million    over Jibar
Jun 2015                                                 650         1,15%
Jun 2016                                                 275         1,22%
Jun 2017                                               2 976         1,59%
Jun 2018                                               1 584         1,57%
Jun 2019                                               2 747         1,53%
Jun 2020                                                 553         1,44%
Jun 2021                                                 400         1,75%
                                                       9 185         1,52%

Interest rate swap expiry                             Amount          Average
                                                   R’million        swap rate
Jun   2015                                                 250         6,84%
Jun   2016                                                 450         7,73%
Jun   2017                                                 700         7,67%
Jun   2018                                                 900         7,52%
Jun   2019                                               1 100         7,28%
Jun   2020                                                 880         6,31%
Jun   2021                                                 820         7,88%
Jun   2022                                                 500         8,09%
                                                         5 600         7,39%

                                                      Amount         Average
Interest rate cap expiry                           R’million        cap rate
Jun 2018                                                 400           5,90%
Jun 2019                                                 200           7,38%
Jun 2020                                                 300           7,54%
Jun 2021                                                 300           7,92%
Jun 2022                                                   -               -
Jun 2023                                                 200           7,99%
Jun 2024*                                                400           7,99%
                                                       1 800           7,36%
*A R200 million interest rate cap was entered into in July 2014.

                                                                       Amount
Variable rate instruments                                               R’000
Loans to BEE vehicles                                               (614 259)
Loans to development partners                                       (198 866)
Cash and cash equivalents                                            (37 173)
Interest-bearing borrowings                                        6 957 487
Capital commitments contracted for                                 1 780 536
                                                                   7 887 725
Total interest rate derivatives                                    7 400 000
Percentage hedged                                                       93,8%

The all-in weighted average cost of funding of Resilient was 8,58% at June
2014 and the average hedge term was 4,8 years.

The information contained in note 11 and the “Property operations” section
of note 12 has been compiled using proportionate consolidation. This
results in Resilient accounting for its share of the assets and
liabilities of Resilient Africa and joint ventures (Arbour Crossing, The
Galleria and Mafikeng Mall).

12 SUMMARY OF FINANCIAL PERFORMANCE
                        Jun 2014        Dec 2013      Jun 2013      Dec 2012
                                               *             *            #*
Distribution (cents per
  share/linked unit)      168,35          159,59        136,23        134,93
Shares/units
  in issue           312 569 839     293 339 070   289 544 070   285 744 070
Property operations
Net asset value           R53,06          R44,36        R41,75        R34,51
Interest-bearing
  debt to asset ratio**    28,7%           34,6%         26,8%         26,7%
Net property
  expense ratio            12,2%           14,9%         14,2%         13,7%
Gross property
expense ratio              33,9%           34,9%         35,7%         34,9%
Consolidated
Net asset value            R53,06          R44,36        R41,75        R33,92
Interest-bearing debt
  to asset ratio**          28,2%           34,3%         26,5%         27,8%
Shares/units
  in issue            312 569 839   293 339 070     289 544 070   274 933 259

*Net asset value includes total equity attributable to equity holders and
linked debentures.
**The interest-bearing debt to asset ratio is calculated by dividing total
interest-bearing borrowings adjusted for cash on hand by the total of
investments in property, listed securities and loans advanced. The
comparatives were adjusted to be compliant with best practice disclosure
for REITs.

#To comply with financial reporting requirements the group will account
for entities that do not form part of its operations, do not operate under
its operating policies and whose businesses, risk profiles and debt levels
are not comparable with its own. Disclosure under “Property operations”
excludes Eagle’s Eye Investments Proprietary Limited (“BEE SPV” or
“Eagle’s Eye”). On 27 June 2006 10 810 811 linked units were issued to BEE
SPV and Resilient is standing surety for the funding obligations of BEE
SPV in acquiring these units. In terms of IFRS the issue did not take
place and the essence of the transaction was that the BEE shareholders
received a right/option to acquire linked units in Resilient at a future
date at a predetermined price. As a consequence, the issue of linked units
has been eliminated in the preparation of the financial statements.

This BEE transaction matures in tranches. Due to the positive equity in
this scheme and the minimal residual risk resulting from Resilient’s
surety, the board has taken the view that the units are in issue and has
therefore reversed the effect of the option/right from the June 2013
financial statements and deconsolidated BEE SPV.

13 CONVERSION TO A REIT
The implications of the conversion to a REIT on financial reporting are
summarised below:
                      BEFORE                        AFTER
                      CONVERSION                    CONVERSION

Status                Property Loan Stock           Real Estate Investment
                      Company (“PLS”)               Trust (“REIT”)

Applicable date       Up to 30 June 2013,           From 1 July 2013 - first
                      including the                 REIT distribution paid
                      distribution paid on          on 3 March 2014
                      2 September 2013

Capital structure     1 debenture linked            Ordinary shares with no
                      to 1 share                    par value (30 June 2014)

Distribution          Debenture interest            Taxable dividend

Declaration of        Statement of                  Statement of changes
distribution          comprehensive income:         in equity:
                      Debenture interest            Prior reporting period
                      Statement of financial        dividend
                      position:                     Current period dividend:
                      Liability for linked          Non-adjusting event
                      debenture interest            after the reporting
                      at reporting date             period

Deductibility of      Debenture interest:           Dividend: deductible
distribution for      deductible (S24J of           (S25BB of the Income
tax                   the Income Tax Act)           Tax Act)

Capital gains
Tax (“CGT”)           Applicable                Exemption from CGT:
                                                - disposal of immovable
                                                   property
                                                - disposal of shares in
                                                   a REIT
                                                - disposal of shares in
                                                   a property company if
                                                   the holding in that
                                                   company is 20% or
                                                   more

14 BROAD-BASED BLACK ECONOMIC EMPOWERMENT
Following repeated representations, particularly from the Thohoyandou
shareholders, Resilient agreed to the early termination of the Amber Peek
Proprietary Limited (“Amber Peek”) BBBEE initiative in December 2013. The
shareholders of Amber Peek are Aquarella Investments 553 Proprietary
Limited (26%), Celtic Rose Investments 10 Proprietary Limited (26%) and
The Siyakha Education Trust (“The Trust”) (48%). Aquarella Investments 553
Proprietary Limited is owned by 50 black business people from Thohoyandou
whilst Celtic Rose Investments 10 Proprietary Limited is owned by nine
black business people from Johannesburg. The Trust is a charitable trust
established for the promotion of black education and is a registered
public benefit organisation. Resilient’s consent was conditional on an
early termination fee of R54,4 million, being 10% of the proceeds.

The units were acquired by The Trust with finance provided by Resilient at
a price of R53,10 per Resilient linked unit. The fee received was fully
offset by the cost of interest rate cap premiums expensed. The first of
three tranches of the Eagle’s Eye BBBEE initiative matured. Eagle’s Eye
has shareholders comprising The Trust and three women groupings based in
Mthatha, Polokwane and Johannesburg, each with a 25% interest. The second
and third tranches mature in June 2015 and June 2016 respectively.

Following the approval by shareholders at the meeting held on 30 June
2014, Resilient is authorised to provide financial assistance to The Trust
for the purchase of up to R500 million of its shares.

15 RECONCILIATION BETWEEN STATEMENT OF COMPREHENSIVE INCOME AND DIVIDEND
   DECLARED
                                                                  Jun 2014
                                                                     R’000
Recoveries and contractual rental revenue                        1 281 705
Property operating expenses                                      (430 846)
Income from investments                                            172 416
Dividends accrued                                                  141 993
Management fees received from PFM                                   81 774
Underwriting fee received                                            2 500
Administrative expenses                                            (100 781)
Termination fee received from Amber Peek                              54 366
Foreign exchange gains                                                 8 693
Distributable income from associate and joint ventures               138 014
Interest from loans                                                   88 065
Interest on linked units issued cum distribution                      29 286
Interest on borrowings                                             (531 337)
Capitalised interest                                                  59 441
Interest to linked debenture holders                               (468 140)
Minority interest                                                        303
Tax effect of foreign exchange gains                                 (1 241)
Dividend declared                                                    526 211

The methodology applied in calculating the dividend is consistent with
that of the prior periods.

16 PROSPECTS
Distributions are forecast to increase by approximately 12% for the 2015
financial year. The forecast assumes exchange rates of R14,00 and R10,20
to the Euro and US Dollar respectively. The growth is further based on the
assumptions that a stable macro-economic environment will prevail, no
major corporate failures will occur and that tenants will be able to
absorb the recovery of rising utility costs and municipal rates. Budgeted
rental income was based on contractual escalations and market related
renewals. This forecast has not been audited or reviewed by Resilient’s
auditors.

By order of the board

Des de Beer                     Nick Hanekom
Managing director               Financial director

Johannesburg - 5 August 2014

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                       Audited     Restated
                                                      Jun 2014     Jun 2013
                                                         R’000        R’000
ASSETS
Non-current assets                                   24 118 626   16 769 388
Investment property                                  11 996 729    9 561 158
Straight-lining of rental revenue adjustment            198 586      167 176
Investment property under development                   630 272    1 196 124
Investment in and loans to associate
  and joint ventures                                 4 320 508      166   571
Investments                                          5 619 438    4 411   414
Intangible asset                                             -       26   422
Resilient Share Purchase Trust loans                   610 728      480   774
Loans to employees to acquire Capital units                  -      144   661
Loans to BEE vehicles                                  614 259      448   765
Loans to development partners                          128 106      166   323

Current assets                                         395 923    1 248 328
Investment property held for sale                            -    1 029 467
Straight-lining of rental revenue adjustment                 -       12 524
Resilient Share Purchase Trust loans                    17 319       13 372
Loans to development partners                           81 219       24 867
Trade and other receivables                         234 268     166 504
Cash and cash equivalents                            63 117       1 594

Total assets                                     24 514 549   18 017 716

EQUITY AND LIABILITIES
Total equity attributable to equity holders      16 584 164   10 698   505
Stated capital/share capital                      5 594 555        2   895
Share premium                                             -    3 031   257
Non-distributable reserves                                -    7 664   353
Currency translation reserve                          (122)              -
Reserves/retained earnings                       10 989 731              -

Minority interest                                    23 460             -

Total equity                                     16 607 624   10 698 505

Total liabilities                                 7 906 925    7 319 211

Non-current liabilities                           6 977 067    5 658 281
Linked debentures                                         -    1 389 812
Interest-bearing borrowings                       6 228 510    3 717 699
Deferred tax                                        552 454      550 770
Loans from development partners                     196 103            -

Current liabilities                                 929 858    1 660   930
Trade and other payables                            268 527      260   797
Linked debenture interest payable                         -      394   446
Income tax payable                                    1 721        1   007
Interest-bearing borrowings                         659 610    1 004   680

Total equity and liabilities                     24 514 549   18 017 716

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                                    Audited     Restated
                                                    for the      for the
                                                       year   six months
                                                      ended        ended
                                                   Jun 2014     Jun 2013
Income statement                                      R’000        R’000
Net rental and related revenue                      869 745      399 596
Recoveries and contractual rental revenue         1 281 705      602 683
Straight-lining of rental revenue adjustment         18 886       11 464
Rental revenue                                    1 300 591      614 147
Property operating expenses                       (430 846)    (214 551)

Income from investments                             172 416      113 775

Fair value gain on investment property,
  investments and currency derivatives            1 923 848    1 285 704
Fair value gain on investment property              878 691      755 679
Adjustment resulting from straight-lining
  of rental revenue                                (18 886)     (11 464)
Fair value gain on investments                    1 071 396      541 489
Fair value loss on currency derivatives             (7 353)            -

Management fees received from PFM                    81 774      42 821
Underwriting fee received                                2 500             -
Administrative expenses                              (100 781)      (46 713)
Deconsolidation of BEE SPV (refer note 12)                   -         6 733
Termination fee received from Amber Peek                54 366             -
Amortisation of intangible asset                      (26 422)             -
Foreign exchange gains                                   8 693             -
Profit on sale of interest in subsidiaries             752 990             -
Goodwill on acquisition of interest
  in joint venture                                      29   598          -
Income from associate and joint ventures               284   406     22 589
  - distributable                                      138   014      6 135
  - non-distributable                                  146   392     16 454

Profit before net finance costs                      4 053 133     1 824 505

Net finance costs                                    (725 398)     (288 146)
Finance income                                         214 638       256 560
  Interest from loans                                   88 065        38 694
  Fair value adjustment on interest
    rate derivatives                                    97 287       216 004
  Interest on linked units issued cum distribution      29 286         1 862
Finance costs                                        (940 036)     (544 706)
  Interest on borrowings                             (531 337)     (182 935)
  Capitalised interest                                  59 441        32 675
  Interest to linked debenture holders               (468 140)     (394 446)

Profit before income tax                             3 327 735     1 536 359

Income tax                                             (2 660)      501 142

Profit for the period                                3 325 075     2 037 501

Other comprehensive income net of tax

Items that may be reclassified
  subsequently to profit or loss
Exchange differences on translation
  of foreign operations                                   (122)           -

Total comprehensive income for the period             3 324 953    2 037 501

Profit for the period attributable to:
Equity holders of the company                         3 325 378    2 037 501
Minority interest                                         (303)            -
                                                      3 325 075    2 037 501

Total comprehensive income for
  the period attributable to:
Equity holders of the company                         3 325 256    2 037 501
Minority interest                                         (303)            -
                                                      3 324 953    2 037 501

Basic earnings per share (cents)                       1 097,65      703,69
Comparable basic earnings per share (cents)            1 252,17
Basic earnings per linked unit (cents)                               839,92

RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS
                                                         Audited        Restated
                                                         for the         for the
                                                            year      six months
                                                           ended           ended
                                                        Jun 2014        Jun 2013
                                                           R’000           R’000
Basic earnings (shares) - profit for the
  period attributable to equity holders                3 325 378      2 037 501

Adjusted for:                                        (1 679 351)     (1 494 393)
  - fair value gain on investment property             (859 805)       (744 215)
  - goodwill on acquisition of
    interest in joint venture                           (29 598)               -
  - profit on sale of interest in subsidiaries         (752 990)               -
  - fair value gain on investment property
    of joint ventures                                   (37 183)         (4 506)
  - income tax effect                                        225       (733 724)
  - income tax effect - joint ventures                         -        (11 948)

Headline earnings (shares)                          1 646 027      543 108
Headline earnings per share (cents)                    543,32       187,57
Comparable headline earnings per share (cents)         697,85
Headline earnings per linked unit (cents)                           323,80
Basic earnings per share, basic earnings per linked unit, headline
earnings per share and headline earnings per linked unit are based on the
weighted average of 302 954 455 (Jun 2013: 289 544 070) shares/linked
units in issue during the period.

Resilient has no dilutionary instruments in issue.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                                                        Equity
                   Stated               Currency       Non-      Re- attribu-
                 capital/                 trans-    distri- serves/      table
                    share     Share       lation    butable retained to equity
                  capital   premium     reserve    reserves earnings   holders
Audited             R’000     R’000        R’000      R’000    R’000     R’000
Balance at
  Dec 2012          2 749 2 712   168          - 5 291 797           - 8 006 714
Issue of units         38   176   819                                    176 857
  Recognition of
  units issued
  to BEE SPV
  (refer note 12)     108   142   270               (2 585)              139 793
Derecognition of
  BEE instrument
  (refer note 12)                                  337 640               337 640
Total
  comprehensive
  income for
  the period                                                 2 037 501 2 037 501
Transfer to
  non-distributable
  reserves                                      2 037 501(2 037 501)           -
Balance at
Jun 2013            2 895 3 031   257         - 7 664 353            -10 698 505
Issue of units        230 1 059   838                                  1 060 068
  - 3 795 000:
   13 Nov 2013           38  178 673                                178 711
  - 19 230 769:
   19 May 2014         192   881 165                                881 357
Exchange
  differences on
  translation of
  foreign
  operations                            (122)                         (122)
Total
  comprehensive
  income for
  the year                                             3 325 378 3 325 378
Capitalisation
  of linked
  debentures    1 500 335                                         1 500 335
Transfer to
  stated
  capital       4 091 095 (4 091 095)                                     -
Transfer from
  non-distri-
  butable
  reserves                                (7 664 353) 7 664 353           -
Balance at
Jun 2014       5 594 555         -      (122)       - 10 989 731 16 584 164

SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                   Restated
                                                       Audited      for the
                                                       for the          six
                                                          year       months
                                                         ended        ended
                                                      Jun 2014     Jun 2013
                                                         R’000        R’000
Cash (outflow)/inflow from operating activities       (64 962)       23 165
Cash outflow from investing activities             (3 239 133)    (772 301)
Cash inflow from financing activities                3 365 618      749 607
Increase in cash and cash equivalents                   61 523          471
Cash and cash equivalents at beginning of period         1 594        1 123
Cash and cash equivalents at end of period              63 117        1 594

Cash and cash equivalents consist of:
Current accounts                                       63 117         1 594

NOTES
1 PREPARATION, ACCOUNTING POLICIES AND AUDIT OPINION
The summarised audited consolidated financial statements have been
prepared in accordance with the requirements of the JSE Limited Listings
Requirements for preliminary reports and the requirements of the Companies
Act of South Africa applicable to summary financial statements. The
Listings Requirements require preliminary reports to be prepared in
accordance with the framework concepts and the measurement and recognition
requirements of International Financial Reporting Standards (IFRS), the
SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Pronouncements as issued by the Financial
Reporting Standards Council, and to also, as a minimum, contain the
information required by IAS 34, Interim Financial Reporting. The
accounting policies applied in the preparation of the consolidated
financial statements, from which the summarised consolidated financial
statements were derived, are in terms of IFRS and are consistent with the
accounting policies applied in the preparation of the previous
consolidated financial statements, with the exception of the adoption of
new and revised standards which became effective during the year. The
restatement of the comparative information for June 2013 is the result of
the adoption of IFRS 11 Joint Arrangements which resulted in Resilient
accounting for its investment in Mafikeng Mall on an equity accounted
method as opposed to proportionately consolidating it.

This report was compiled under the supervision of Nick Hanekom CA(SA), the
financial director.

The directors are not aware of any matters or circumstances arising
subsequent to June 2014 that require any additional disclosure or
adjustment to the financial statements.

The auditors, Deloitte & Touche, have issued their opinion on the group’s
financial statements for the year ended June 2014. The audit was conducted
in accordance with International Standards on Auditing. They have issued
an unmodified audit opinion. These preliminary summarised consolidated
financial statements have been derived from the group financial statements
and are consistent, in all material respects, with the group financial
statements. A copy of their audit report is available for inspection at
Resilient’s registered address. This preliminary report has been audited
by Deloitte & Touche and an unmodified audit opinion has been issued. The
auditor’s report does not necessarily report on all of the information
contained in this announcement. Shareholders are therefore advised that in
order to obtain a full understanding of the nature of the auditor’s
engagement, they should obtain a copy of that report together with the
accompanying financial information from Resilient’s registered address.

2   LEASE EXPIRY PROFILE (UNAUDITED)
                                                                   Based on
                                                     Based on   contractual
                                                     rentable        rental
Lease expiry                                             area       revenue
Vacant                                                   2,2%
Jun 2015                                                16,8%          18,8%
Jun 2016                                                12,4%          13,8%
Jun 2017                                                 9,1%          11,1%
Jun 2018                                                15,1%          16,7%
Jun 2019                                                13,4%          16,5%
> Jun 2019                                              31,0%          23,1%
                                                       100,0%         100,0%

3 SEGMENTAL ANALYSIS
                                                      Audited     Restated
                                                      for the      for the
                                                         year   six months
                                                        ended        ended
                                                     Jun 2014     Jun 2013
                                                        R’000        R’000
Rental revenue
Retail                                              1 300 591         614 147
Profit before net finance costs
Retail                                              1 860 774      1 166 400
Corporate                                           2 192 359        658 105
                                                    4 053 133      1 824 505

4 PAYMENT OF FINAL DIVIDEND
The board has approved and notice is hereby given of a final dividend of
168,35 cents per share for the six months ended 30 June 2014.

The dividend is payable to Resilient shareholders in accordance with the
timetable set out below:
Last date to trade cum dividend            Friday, 22 August 2014
Shares trade ex dividend                   Monday, 25 August 2014
Record date                                Friday, 29 August 2014
Payment date                               Monday, 1 September 2014

Share certificates may not be dematerialised or rematerialised between
Monday, 25 August 2014 and Friday, 29 August 2014, both days inclusive.

In respect of dematerialised shareholders, the dividend will be
transferred to the CSDP accounts/broker accounts on Monday, 1 September
2014. Certificated shareholders’ dividend payments will be posted on or
about Monday, 1 September 2014.

An announcement informing shareholders of the tax treatment of the
dividend will be released separately on SENS.

Directors
JJ Njeke (chairman); Des de Beer*; Thembi Chagonda; Andries de Lange*;
Marthin Greyling; Nick Hanekom*; Bryan Hopkins; Johann Kriek*; Spiro
Noussis; Umsha Reddy; Barry van Wyk    (* executive director)

Changes to the board of directors
There were no changes to the board of directors since 5 February 2014, the
date of the previous results announcement.

Company secretary
Rajeshree Sookdeyu

Registered address
4th Floor Rivonia Village, Rivonia Boulevard, Rivonia, 2191
Transfer secretaries
Link Market Services South Africa Proprietary Limited
13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001

Sponsor
Java Capital

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