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HOSPITALITY PROPERTY FUND LIMITED - Condensed consolidated reviewed results for the year ended 30 June 2015 and distribution declaration

Release Date: 21/08/2015 16:11
Code(s): HPA HPB     PDF:  
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Condensed consolidated reviewed results for the year ended 30 June 2015 and distribution declaration

Hospitality Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/014211/06)
Share code for A-linked units: HPA ISIN for A-linked units: ZAE000076790
Share code for B-linked units: HPB ISIN for B-linked units: ZAE000076808
Income tax reference number: 9770/799/1/47
("Hospitality" or "the Fund" or "the company")

Condensed consolidated reviewed results for the year ended 30 June
2015 and distribution declaration

Comments
1. Introduction
   Hospitality is the only Real Estate Investment Trust ("REIT") listed on the JSE that offers
   investors exposure to the hospitality sector through the ownership of a portfolio of hotel
   properties. Hospitality has an equal number of A- and B-linked units in issue:

   A-linked units have a preferential claim to earnings with capped growth at the lower of
     CPI or 5% per annum;

   B-linked units receive the balance of the distribution and carry a higher inherent risk as
     they are not only geared to the trading conditions but further leveraged by the
     preferential claims of the A-linked units.

2. Trading environment
   Trading conditions in the hotel industry over the past year remained challenging due to
   subdued domestic economic growth, reduced foreign tourism volumes as a result of the
   perceived risk of travelling to South Africa during the outbreak of Ebola elsewhere in
   Africa and the implementation of the new South African visa requirements, a decline in
   government travel and conferencing and electricity supply constraints.
   Against this backdrop, the Fund reported a decline in distribution per combined linked unit
   of 7.7% to 161,36 cents compared to the prior year, comprising the A-linked unit
   distribution of 148.21 cents (up 4.9%) and the B-linked unit distribution of 13,15 cents
   (down 60.7%).

   The STR Global South Africa Hotel Review reflects the slowdown experienced by the
   hotel industry in the year under review, with a reported year-on-year increase in
   occupancy of 0.8% to 62.8% and average daily rates ("ADR") rising 5.9% to R1 051. The
   revenue per available room ("RevPAR") grew 6.8% for the year ended 30 June 2015,
   compared to RevPAR growth of 11.1% in the prior year.

   The Fund's occupancy for that portion of its portfolio which is subject to variable rental
   income and excluding conference hotels (hotels where the revenue generated fro
   conferencing exceeds rooms revenue) was slightly behind the industry average at 62.0%
   (2014: 61.4%). Its overall ADR grew by 6.5% to R1 237 and RevPar increased by 7.3% to R766.

   Further breakdown of the Fund's portfolio in terms of its core and non-core properties
   reveals the following:
    
                       OCCUPANCY                      ADR                          RevPar
              FY2015    FY2014   Variance   FY2015   FY2014   Variance   FY2015   FY2014     Variance
   Core        65.6%     65.4%      0.3%     1 355   1 274        6.4%    889        833         6.7%
   Non-core    50.0%     49.4%      1.2%      722     718         0.6%    361        355         1.7%
   Total       62.0%     61.4%      1.0%     1 237   1 162        6.5%    766        714         7.3%
   
   Source Markets
   
   The demographic market source of income to the Fund's properties was as follows:
   
                    MARKET SOURCE
             FOREIGN
   FOREIGN   AIRCREW          DOMESTIC   TOTAL
       28%        8%               64%      100%

3. Results
   The Fund reported rental income growth of 1.8% to R434,1 million (2014: R426,3 million).
   Like-for-like rental income (adjusted for the conversion of Birchwood from a fixed to a
   fixed and variable ("F&V") lease, the disposal of the Courtyard interests and the
   acquisition of additional sectional title units at Radisson Blu Waterfront) increased by
   7.7%.

   In addition to the slowdown that affected the whole hospitality sector, factors specific to
   the Fund, which impacted its performance, were as follows:
   -  The prior year rental income was boosted in December 2013 by R10 million as
      foreign dignitaries travelled to South Africa to pay tribute to the late President
      Nelson Mandela.

   -  The impact of the conversion of the lease at Birchwood on expiry from a fixed to a
      F&V lease was more acute than had originally been anticipated, being R27,4
      million lower than prior year and R17,7 million down on forecast. This was due
      mainly to a downturn in conferencing demand in both the public sector and
      corporate client base.

    -  Having disposed of its Courtyard interests in April 2015, the rental income from
       these properties was included only for ten months.

    -  At the Mount Grace Country House & Spa, lower demand for mid-week
       conferencing particularly from the public sector, negatively affected its
       performance by R3,5 million on last year and R8 million on forecast.

    These factors were somewhat ameliorated by continued strong demand at the Fund's
    properties in the Western Cape, in both the business and leisure sectors. In addition, the
    Fund benefited from the acquisition of additional units at Radisson Blu Waterfront that
    increased its share of the rental pool in this property from 41% to 54%.

    Fund expenses were flat on the previous year at R40,7 million. This was due in part to
    lower staff incentive bonuses of R1,3 million (2014: R2,9 million), reflecting the Fund's
    2015 performance as well as debt raising fees which decreased by R1,7 million. An
    amount of R2,0 million was incurred on the forensic investigation and legal costs in
    relation to the dismissal of the previous CEO, Mr Andrew Rogers.

    Net finance costs increased 10.0% to R160,9 million (2014: R146,0 million), in line with
    higher debt levels to fund acquisitions and capital projects, higher swap margins
    contracted for and an increase in the repo rate of 25 basis points in July 2014.
    
    The following table reflects the operating financial results for year ended 30 June 2015
    compared to the previous financial year and the forecast released on 20 August 2014:
    
                                Actual       Actual                          Forecast                            
                                  2015         2014   Variance   Variance        2015   Variance   Variance      
                               (R'000)      (R'000)    (R'000)        (%)     (R'000)    (R'000)        (%)      
    Contractual Rental         434 112      426 276      7 836       1.8%     463 508   (29 396)      -6.3%      
    Fund Expenses             (40 674)     (40 524)      (150)      -0.4%    (40 532)      (142)      -0.4%      
    Net Finance Costs        (160 888)    (146 326)   (14 562)     -10.0%   (161 127)        239       0.1%      
    Taxation                     (116)        (181)         65      35.9%           -      (116)    -100.0%      
    Income from associates         203       3 238        (35)     -14.7%           -        203     100.0%      
    Debenture interest       (232 815)    (239 483)      6 668       2.8%   (261 849)     29 034      11.1%      
    
    A-linked unit              213 845      194 652     19 193      -9.9%   (213 693)      (152)      -0.1%      
    B-linked unit               18 970       44 831   (25 861)     -57.7%    (48 156)     29 186      60.6%      
    
    Distribution - A-linked                                                                                      
    unit (cents)               148.21       141.35        6.86       4.9%      148.43     (0.22)      -0.1%      
    - Interim                   73.33        69.83        3.50       5.0%       73.33          -       0.0%      
    - Final                     74.88        71.52        3.36       4.7%       75.10     (0.22)      -0.3%      
   
    Distribution - B-linked                                                                                      
    unit (cents)                13.15        33.45     (20.30)     -60.7%       33.45    (20.30)     -60.7%      
    - Interim                    9.12        19.25     (10.13)     -52.6%       16.40     (7.28)     -44.4%      
    - Final                      4.03        14.20     (10.17)     -71.6%       17.05    (13.02)     -76.4%      
    
    Combined distribution                                                                                        
    (cents)                    161.36       174.80     (13.44)      -7.7%      181.88    (20.52)     -11.3%      
    - Interim                   82.45        89.08      (6.63)      -7.4%       89.73     (7.28)      -8.1%      
    - Final                     78.91        85.72      (6.81)      -7.9%       92.15    (13.24)     -14.4%      
    Number of linked units    144 286      138 150       6 136       4.4%     143 970        316       0.2%      

   In three separate trading statements, published on 25 November 2014; 22 May 2015 and
   29 July 2015 the Fund provided additional guidance given weaker trading across the
   hospitality sector that had impacted earnings. The actual 2015 distributions are in line
   with the latest trading update.

4. Funding
   The group's debt facilities with financial institutions as at 30 June 2015 amounted to
   R1,94 billion. Total funds drawn on these facilities were R1,86 billion resulting in a 
   loan to value (LTV) ratio (total interest–bearing liabilities/investment properties plus 
   properties held for sale) of 36,0% (2014: 36,7%). The interest cover ratio was 2,45 which 
   is within the covenant level of 2,00 required by the debt providers.

   The weighted average cost of borrowings was 9,12% (2014: 9,14%) for the period under
   review with 67% of the group's borrowings being subject to fixed interest rates.
  
                                     Facility          Interest rate       Repayment
   NEDBANK - PROPERTY FACILITY
   Loan 1                     176 300 000       3 month JIBAR plus 2,67%   Feb 2020
   Loan 2                     400 000 000       3 month JIBAR plus 2,8%    Oct 2019
   Loan 3                      30 250 000       3 month JIBAR plus 2,85%   Oct 2018
   Loan 4                     150 000 000       3 month JIBAR plus 2,38%   Feb 2018
   Loan 7                      67 000 000       3 month JIBAR plus 2,38%   July 2018
   Loan 8 (Revolving loan)    150 000 000       3 month JIBAR plus 2,75%   July 2018
                              973 550 000
   CORPORATE BONDS
   Secured - HPF 01           150 000 000       3 month JIBAR plus 1.82%   April 2016
   Unsecured - HPF 03          80 000 000       3 month JIBAR plus 2.7%    April 2016
   Secured - HPF 04.1         300 000 000       3 month JIBAR plus 2,0%    Feb 2017
   Secured - HPF 04.2         100 000 000       3 month JIBAR plus 2,0%    Feb 2017
   Secured - HPF 05           200 000 000       Fixed at 9.89%             Feb 2017
   Secured - HPF 06            60 000 000       3 month JIBAR plus 2,8%    Feb 2020
   Secured - HPF 07            80 000 000       3 month JIBAR plus 2,25%   Aug 2017
                              970 000 000
   TOTAL                    1 943 550 000

   The total fair value of the interest-bearing borrowings amounted to R1 981 418 000. 
   These level 2 financial instruments were fair valued using the discount cash flow model.
   
   HEDGED DEBT                       Nominal rate           Expiry      
                                     Collar swap - Floor                
   Nedbank swap 1    150 000 000     6.0%/Ceiling 9.09%     Sep 2016    
   Nedbank swap 2    150 000 000     Vanilla swap - 6.4%    Oct 2016    
   Nedbank swap 3    100 000 000     Vanilla swap - 7.05%   Sep 2017    
   RMB  swap 2       346 667 000     Vanilla swap - 7.96%   July 2016   
                                     Collar swap - Floor                
   RMB  swap 3       250 000 000     6.65%/Ceiling 9.20%    Feb 2016    
   RMB  swap 4       100 000 000     Vanilla swap - 7.05%   Sep 2017    
   Secured -HPF 05   200 000 000     Fixed at 9.89%         Feb 2017    
                   1 296 667 000                                      
   % Hedged          67%                                                

   The total fair value of the derivative financial liabilities amounted to R2 093 000. 
   These level 2 financial instruments were fair valued using mark-to-market.
   
   The carrying amounts of remaining financial instruments reasonably approximates their 
   fair values.

   An additional 5-year secured note for R 60 million and a 2.5-year secured note for R80
   million were issued in February 2015. The proceeds were utilised to repay the R40 million
   unsecured note that matured in April 2015 and to fund the capital expenditure programme
   for FY2016.
   When issuing new debt the group endeavours to optimally spread the maturity to
   minimise its exposure to large debt maturities in any single year.

5. Capital Structure
   Hospitality was awarded REIT status by the JSE Limited ("JSE") on 1 July 2013. In order
   to maintain its REIT status and ensure that it continues to benefit from the tax 
   efficiencies granted to REITs as set out in section 25BB of the Income Tax Act, the 
   Company is required to comply with Section 13 of the JSE Listings Requirements.
   The JSE granted the Fund dispensation until 30 September 2015 to comply with the
   gearing requirement of Section 13 of the Listings Requirements which requires total
   consolidated IFRS liabilities of a REIT not to exceed 60% of its consolidated IFRS
   assets. Hospitality proposed the restructuring of the Company's linked unit capital
   structure to a simple "all share" structure by way of a scheme of arrangement in terms of
   sections 114 and 115 of the Companies Act, 71 of 2008 at a Special General Meeting
   held on 20 August 2015. Prior to the meeting, Hospitality were informed that several B-
   unit share- and debenture holders wished to alter their vote and vote in favour of the
   resolution. They requested an additional adjournment to cater for the administrative
   processes they needed to follow. This was put to the meeting on 20 August 2015 and it
   was agreed to adjourn the meeting until 10h00 on 21 August 2015. The result of the
   meeting will be disclosed to shareholders as soon as is practically possible after the
   conclusion of the meeting.

6. Property portfolio
   The Fund's portfolio comprises interests in 22 hotel and resort properties in South Africa.
   As at 30 June 2015 , the carrying amount of the portfolio was R5,2 billion.
   The net asset value (NAV) per linked unit as at 30 June 2015 amounted to R11,74, an
   increase of 3,0% from 2014.The combined market value at the end of the year traded at a
   32% discount to the NAV. The weighted average lease expiry period is 12,1 years.
   
                          Gross rental income        Property Valuation
                              R 000           %          R 000          %
   Core portfolio           395 899         91%      4 807 000        94%
   Non-core portfolio        38 213          9%        329 228         6%
                            434 112        100%      5 136 228       100%

7. Acquisitions and disposals
   The Fund's investment strategy is to invest in well-located, large hotels in major
   metropolitan centres with strong brands and diverse source markets and to dispose of
   certain properties which do not meet these criteria.

   The non-core properties that the Fund has identified for disposal were more severely
   affected by the slowdown in the hospitality sector. Accordingly, the Fund has expedited
   the disposal of these properties, valued at R355,6 million through a combination of direct
   sales and auctions. This will unlock additional capital resources for core property
   acquisitions and/or repayment of debt. The Fund disposed of its interest in the Courtyard
   portfolio to City Lodge on 1 May 2015 for R80,0 million which was in line with its carrying
   amount.

   In addition, sale agreements were concluded for Protea Hotel The Richards and Protea
   Hotel Hluhluwe & Safaris at R46 million and R14.5 million respectively, with transfer of
   both hotels expected towards the end of August 2015. These properties are part of the
   non-core portfolio.

   The renegotiation of the new fixed and variable lease at Birchwood from 1 July 2014
   required the investment by the Fund of a further R60 million in a 35% undivided share in
   215 rooms, which was funded through the issue of linked units to the sellers.
   The Fund invested R76,4 million to acquire 25 additional units at the Radisson Blu
   Waterfront, which was funded by a combination of debt and equity.

   On 8 August 2014, 4 additional rooms were acquired in Radisson Blu Gautrain Hotel for 
   a consideration of R15.4 million, which was funded through the issue of equity.

8. Developments and capital projects
   The Fund continued to upgrade several of its properties during the period:
   -  R13.2 million was invested to reposition the Mount Grace Country House and Spa
      with the construction of a mountain cycling club and children's entertainment 
      facilities.
   -  Refurbishment of 167 rooms at Birchwood for R20.7 million to support the hotel's
      initiatives to attract additional corporate clients, including the relaunch of a 
      section of the hotel as "The Silverbirch Hotel".
   -  Four new rooms were added at the Radisson Blu Gautrain and the public areas were
      upgraded, with a total investment of R15.3 million.
   -  The Radisson Blu Waterfront conference facilities and public areas were refurbished,
      costing R9,0 million.
   -  An outdoor swimming pool, with an investment of R7.3 million, was completed at
      Westin Cape Town to enhance the appeal of the hotel to the leisure market.

   The quality of the Fund's core properties continues to provide a solid platform for future
   income growth. The Fund is cognisant of future refurbishment projects that will require
   additional capital investment and is investigating options to deal with this on a 
   sustainable basis going forward.

   The Minister of Western Cape Local Government, Environmental Affairs and
   Development Planning granted Hospitality approval to develop Phase 2 of Arabella
   Country Estate subject to compliance with certain conditions and administrative
   processes. Furthermore, the Competent Authority for the Administration of the Land Use
   Planning Ordinance, 1985, approved the rezoning and subdivision of the Property, which
   includes 352 Residential erven, a Private Nature Reserve and a 9-hole executive mashie
   golf course with associated infrastructure. Management and the Board continue to
   explore the various options available to the Company, in order for it to realise a 
   profit from Arabella Phase 2.

9. Liquidity
   During the financial year, 34% of the A-linked units and 79% of the B-linked units were
   traded on the JSE Limited.

10. Board of directors
    Mr Kamil Abdul Karrim resigned as an independent non-executive director with effect
    from 31 December 2014. The Board thanks Mr Karrim for his considerable contribution to
    the Fund from its inception.

    Mrs Anitha Soni resigned as independent non- executive director on 30 March 2015 due
    to ill health and sadly passed away on 16 May 2015. The Board extends its condolences
    to her family.

    Mr Andrew Rogers, the previous CEO, was dismissed on 22 June 2015, following the
    outcome of a forensic investigation and a subsequent disciplinary hearing and resigned
    as a director from the Board of Hospitality Property Fund Limited.
    Mr Ridwaan Asmal, Hospitality's Financial Director, who also fulfilled the role of Acting
    CEO, resigned from the Company effective 12 August 2015. The Board extends its
    gratitude to Mr Asmal for his commitment to the Fund since 2006 and the significant role
    he played during his tenure.

    Mr Riaan Erasmus who served as Group Financial Manager of the Fund since 2010 has
    been appointed as Acting CFO.

    Mr Gerald Nelson, who was the CEO of the Company until his retirement in June 2013
    and is currently a non-executive director, made himself available as the Acting CEO until
    the appointment of a new CEO.

11. Prospects
    The performance of the Fund in the year ahead will largely be driven by the hospitality
    trading environment. Management expects occupancies to grow in line with domestic
    GDP growth with room rates increasing slightly ahead of the prevailing CPI rate.
    Furthermore, inflationary pressures on salaries and wages as well as utility costs could

    impact hotel expenses in 2016. The core properties in Sandton and the Western Cape
    have been more resilient in the recent slowdown and should continue to support the
    Fund's earnings in the year ahead.

    Hospitality's underlying performance for the 2016 financial year will be impacted by a
    renewal of the lease at Champagne Sports Resort. Due to escalations in the fixed rental
    since 2006 the rental at expiry is significantly higher than market which will result in a
    reversion of approximately R6.2 million per annum.  

    Furthermore there will be a requirement to refurbish the hotel in order to maintain 
    market share. No further fixed rental income reversions will occur following the restructure 
    of the Champagne lease.

12. Subsequent events
    The Protea Hotel The Richards was sold on 19 August 2015 for a total consideration of
    R46 million. The directors are not aware of any matter or circumstances arising since the
    end of the financial year to the date of this report, not otherwise dealt with in this report
    that would significantly affect the operations, the results and the financial position of the
    group.

13. Distribution Payment
    Unitholders will receive distribution payment number 19 for the six-month period ended
    30 June 2015 of 74,88 cents per A-linked unit and 4,03 cents per B-linked unit.

    In accordance with Hospitality's status as a REIT, linked unitholders are advised that the
    distribution meets the requirements of a "qualifying distribution" for the purposes of
    section 25BB of the Income Tax Act, No. 58 of 1962 ("Income Tax Act").

    The number of units in issue at the date of the declaration is 144 285 503.

    Local tax residents
    Qualifying distributions received by local tax residents must be included in the gross
    income of such linked unitholders (as a non-exempt dividend in terms of section
    10(1)(k)(aa) of the Income Tax Act), with the effect that the qualifying distribution is
    taxable as income in the hands of the linked unitholder. These qualifying distributions
    are, however, exempt from dividend withholding tax in the hands of South African tax
    resident linked unitholders, provided that the South African resident linked unitholders
    provided the following forms to their Central Securities Depository Participant ("CSDP")
    or broker, as the case may be, in respect of uncertificated linked units, or the company,
    in respect of certificated linked units:

    a) a declaration that the distribution is exempt from dividends tax; and

    b) a written undertaking to inform the CSDP, broker or the company, as the case may be,
       should the circumstances affecting the exemption change or the beneficial owner cease to be
       the beneficial owner, both in the form prescribed by the Commissioner for the South African
       Revenue Service. Linked unitholders are advised to contact their CSDP, broker or the
       company, as the case may be, to arrange for the abovementioned documents to be submitted
       prior to payment of the distribution, if such documents have not already been submitted.

    Non- resident
    Qualifying distributions received by non-resident linked unitholders will not be taxable as
    income and instead will be treated as ordinary dividends but which are exempt in terms of the
    usual dividend exemptions per section 10(1)(k) of the Income Tax Act. It should be noted that
    until 31 December 2013 qualifying distributions received by non-residents were not subject to
    dividend withholding tax. From 1 January 2014, any qualifying distribution received by a non-
    resident from a REIT will be subject to dividend withholding tax at 15%, unless the rate is
    reduced in terms of any applicable agreement for the avoidance of double taxation ("DTA")
    between South Africa and the country of residence of the linked unitholder. Assuming
    dividend withholding tax is withheld at a rate of 15%, the net amount due to non-resident
    unitholders will be 63,648 cents per A-linked unitholder and 3,4255 cents per B-linked unit. A
    reduced dividend withholding tax rate in terms of the applicable DTA, may only be relied on if
    the non-resident linked unitholder has provided the following forms to their CSDP or broker,
    as the case may be, in respect of uncertificated linked units, or the company, in respect of
    certificated linked units:
    
    a) a declaration that the dividend is subject to a reduced rate as a result of the application
       of a DTA; and

    b) a written undertaking to inform their CSDP, broker or the company, as the case may be,
       should the circumstances affecting the reduced rate change or the beneficial owner
       cease to be the beneficial owner, both in the form prescribed by the Commissioner for
       the South African Revenue Service. Non-resident linked unitholders are advised to
       contact their CSDP, broker or the company, as the case may be, to arrange for the
       abovementioned documents to be submitted prior to payment of the distribution if such
       documents have not already been submitted, if applicable. Unitholders are requested to
       seek professional advice on the appropriate action to take.

Last day to trade cum distribution        Friday, 11 September 2015
Linked units will trade ex-distribution   Monday, 14 September 2015
Record date                               Friday, 18 September 2015
Payment date                              Monday, 21 September 2015

Unitholders may not dematerialise or rematerialise their linked units between Monday,14
September and Friday, 18 September 2015 both days inclusive.

By order of the Board
D G Bowden              G A Nelson
(Chairman)              (Acting CEO)

21 August 2015

Directors: D G Bowden (Chairman)*+, GA Nelson (Acting CEO)*, L de Beer *+, SA Halliday *+, 
Z N Kubukeli*+, Z Ntwasa *+, WC Ross *+, (*Non-Executive, +Independent)

Registered Office: The Zone 2, Loft Offices East Wing, 2nd Floor, Cnr Oxford Road and 
Tyrwhitt Avenue, Rosebank, 2196

Tel: +27 11 994 6300Fax: +27 11 994 6301 Email:info@hpf.co.zaWeb:www.hpf.co.za

Sponsor: RAND MERCHANT BANK (A division of FirstRand Bank Limited)

BASIS OF PREPARATION AND ACCOUNTING POLICIES

These results were prepared by acting CFO, Riaan Erasmus (CA)SA.

The condensed consolidated financial statements are 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. 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) and the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Pronouncements as issued by 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 condensed consolidated financial statements are in terms of IFRS
and are consistent with those applied in the previous consolidated annual financial statements, except for
the following accounting policies adopted during the financial year:

- Offsetting Financial Assets and Financial Liabilities (amendments to IAS 32)
- Recoverable Amount Disclosed for Non-Financial Assets (Amendment to IAS 36)
- Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39)
- Annual Improvements to IFRS 2010 – 2012
- Annual Improvements to IFRS 2011 – 2013.

There was no material impact on the financial statements identified based on Management's assessment of
these standards. The directors take full responsibility for preparation of the preliminary report.

AUDITOR'S REPORT
These condensed consolidated financial statements for the year ended 30 June 2015 have been reviewed by
KPMG Inc, who expressed an unmodified review conclusion. The auditor's report contained the following
paragraph with respect to reportable irregularities:

In accordance with our responsibilities in terms of section 44(2) and 44(3) of the Auditing Professions Act, we
report that we have identified certain unlawful acts or omissions committed by persons responsible for the
management of Hospitality Property Fund Limited which constitute reportable irregularities in terms of the
Auditing Professions Act, and have reported such matters to the Independent Regulatory Board for Auditors.
The matters pertaining to the reportable irregularities have been described in the condensed financial
statements.

The auditor's report does not necessarily report on all of the information contained in this
announcement/financial results. 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 the auditor's
report together with the accompanying financial information from the issuer's registered office

REPORTABLE IRREGULARITY
On 22 June 2015, Mr AS Rogers, the previous CEO, was dismissed on 22 June 2015, following the outcome of 
a forensic investigation and a subsequent disciplinary hearing and signed as director form the board of 
Hospitality Property Fund Limited. . In terms of the Auditing Profession Act, 2005 the external auditor 
had reason to believe that a reportable irregularity had taken place and issued a report in this regard 
to Independent Regulatory Board for Auditors (IRBA). The Board formally responded to the external auditor 
regarding actions taken to correct the irregularity reported. The external auditor is satisfied that the 
reportable irregularity is no longer taking place.


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 30 June 2015
                                                        Reviewed          Audited
                                                            2015             2014
                                                          R '000           R '000
ASSETS
Non-current assets                                     4 819 827        4 536 393
Investment properties                                  4 806 775        4 514 950
Straight-line rent income accrual                            225            1 050
Investment properties and related accrual              4 807 000        4 516 000
Furniture, fittings and equipment                            573              942
Goodwill                                                  12 000           19 200
Investment in associates                                     254              251


Current assets                                           626 033          577 725
Non-current assets held for sale                         329 228          311 900
Properties held for trading                               21 620           20 535
Trade and other receivables                               71 035           58 087
Cash and cash equivalents                                204 150          187 203
Total assets                                           5 445 860        5 114 118

EQUITY AND LIABILITIES
Equity                                                   970 747          801 847
Share capital and share premium                          515 931          481 316
Retained earnings                                        (2 332)           13 289
Fair value reserve                                       457 148          307 242
Non-current liabilities                                4 045 809        4 066 078
Debentures                                             2 415 842        2 325 186
Interest-bearing liabilities                           1 627 874        1 732 627
Derivative liability                                       2 093            8 265
Current liabilities                                      429 304          246 193
Trade and other payables                                  85 352           87 917
Short term portion of Interest-bearing liabilities       230 000           40 000
Taxation                                                     100              134
Debenture interest payable                               113 852          118 142
Total equity and liabilities                           5 445 860        5 114 118

Net asset value per linked unit (Rand)                   
A-linked unit                                              11.74            11.40   
B-linked unit                                              11.74            11.40   
                  
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
for the year ended 30 June 2015                              
                                                                         Reviewed           Audited      
                                                                             2015              2014      
                                                                           R '000            R '000      
Revenue                                                                   433 287           423 174      
Rental income - contractual                                               434 112           426 276      
- straight-line accrual                                                     (825)           (3 102)      
Expenditure                                                              (40 674)          (40 524)      
Operating expenses                                                       (40 674)          (40 524)      
Operating profit                                                          392 613           382 650      
Net finance cost                                                        (160 888)         (146 041)      
Finance income                                                              9 696             4 371      
Finance costs                                                           (170 584)         (150 412)      
Profit before debenture interest, goodwill, fair value adjustments and
taxation                                                                  231 725           236 609      
                                                                        (232 815)         (239 483)      
Debenture interest                                                      (232 815)         (240 014)      
Recoupment of debenture interest                                                -               531      
Loss before fair value adjustments, goodwill and taxation                 (1 090)           (2 874)      
Profit on sale of investment properties                                       390                 -      
Fair value adjustments                                                    143 531           116 275      
Investment properties, before straight-lining adjustment                  143 734           153 772      
Straight-line rental income accrual                                           825             3 102      
Total fair value of investment properties                                 144 559           156 874      
Goodwill impairment                                                       (7 200)          (53 400)      
Interest-rate swaps                                                         6 172            12 801      
Profit before taxation                                                    142 831           113 401      
Debenture discount amortisation                                           (8 633)           (7 480)      
Equity accounted profit from associate after tax                              203               238      
Taxation                                                                    (116)             (181)      
Total profit and comprehensive income for the year                        134 285           105 978      

Reconciliation between earnings, headline earnings and distributable earnings                        
Total profit and comprehensive income for the year                        134 285           105 978      
Adjustments : Debenture interest                                          232 815           240 014      
Profit (linked units)                                                     367 100           345 992      
Adjustments :                                                                                            
Profit on sale of investment properties                                     (390)                 -      
Goodwill impairment                                                         7 200            53 400      
Fair value - investment properties revaluation                          (143 734)         (153 772)      
Fair value - straight line rental income                                    (825)           (3 102)      
Headline earnings (linked units)                                          229 351           242 518      
Fair value - interest rate swaps                                          (6 172)          (12 801)      
Debenture discount amortisation                                             8 633             7 480      
HPF Employee Incentive Trust  effects                                          78             (285)      
Taxation                                                                      100                 -      
Straight line rental income                                                   825             3 102      
Distributable earnings                                                    232 815           240 014      
Number of units/shares                                                                                   
A-linked unit                                                         144 285 503       138 149 717      
B-linked unit                                                         142 315 793       136 180 007      
 - Units in issue                                                     144 285 503       138 149 717      
 - HPF Employee Incentive Trust units                                 (1 969 710)       (1 969 710)      
Weighted average number of units/shares                                                                  
A-linked unit                                                         142 380 569       137 369 080      
B-linked unit                                                         140 410 859       136 225 029      
 - Units in issue                                                     142 380 569       137 369 080      
 - HPF Employee Incentive Trust units                                 (1 969 710)       (1 144 051)      
Distribution per linked unit (cents)                                                                      
A-linked unit                                                              148.21            141.35      
 - Interim                                                                  73.33             69.83      
 - Final                                                                    74.88             71.52      
B-linked unit                                                               13.15             33.45      
 - Interim                                                                   9.12             19.25      
 - Final                                                                     4.03             14.20      
                                                                           161.36            174.80      
Earnings and diluted earnings per linked unit (cents)                                                    
A-linked unit                                                              129.81            126.46      
B-linked unit                                                              129.81            126.46      
                                                                           259.62            252.92      
Headline earnings and diluted headline earnings per linked unit (cents)                                  
A-linked unit                                                               81.10             88.64      
B-linked unit                                                               81.10             88.64      
                                                                           162.20            177.28      
Earnings and diluted earnings per share (cents)                             47.49             38.74      
Headline earnings and diluted headline earnings per share (cents)          (0.01)              0.01      




CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 30 June 201
                                                              Share         Share          Retained        Fair value        
                                                            capital       premium          earnings           reserve           Total
                                                              R'000         R'000             R'000             R'000           R'000
Balance at 30 June 2013                                          27       476 172            73 884           140 669         690 752
Total profit and comprehensive income for the year                -             -           105 978                           105 978
Transactions with owners, recorded directly in equity             -         5 117         (166 573)           166 573           5 117
Issue of shares                                                   -         5 194                 -                 -           5 194
Share issue expenses, net of tax                                  -          (77)                 -                 -            (77)
Transfer to fair value reserve - investment properties            -             -         (153 772)           153 772               -
Transfer to fair value reserve - interest rate swaps              -             -          (12 801)            12 801               -
Balance at 30 June 2014                                          27       481 289            13 289           307 242         801 847
Total profit and comprehensive income for the year                -             -           134 285                           134 285
Transactions with owners, recorded directly in equity             1        34 614         (149 906)           149 906          34 615
Issue of shares                                                   1        34 614                 -                 -          34 615
Transfer to fair value reserve - investment properties            -             -         (143 734)           143 734               
Transfer to fair value reserve - interest rate swaps              -             -           (6 172)             6 172               -
Balance at 30 June 2015                                          28       515 903           (2 332)           457 148         970 747

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 
for the year ended 30 June 2015                      
                                                                         Reviewed          Audited      
                                                                             2015             2014      
                                                                            R'000            R'000      
Cash flows from operating activities                                                                    
Cash generated from operations                                            378 518          391 132      
Finance income received                                                     9 696            4 371      
Finance costs paid                                                      (170 584)        (150 412)      
Taxation                                                                    (150)          (1 200)      
Distribution to unitholders                                             (237 105)        (227 607)      
Net cash (outflow)/inflow from operating activities                      (19 625)           16 284      
Cash flows from investing activities                                                                    
Acquisition and development of investment properties                    (244 204)        (104 228)      
Disposal of investment properties                                          80 000                       
Acquisition of properties held for trading                                (1 085)            (827)      
Acquisition of furniture and equipment                                      (224)            (484)      
Dividends received from associates                                            200              150      
Net cash outflow from investing activities                              (165 313)        (105 389)      
Cash flows from financing activities                                                                    
Proceeds from the issue of linked units                                   116 638           18 985      
Share issue expenses paid                                                       -             (77)      
Acquisition of treasury shares                                                  -          (9 995)      
Interest-bearing liabilities raised                                        85 247          200 000      
Net cash inflow from financing activities                                 201 885          208 913      
Net increase in cash and cash equivalents                                  16 947          119 808      
Cash and cash equivalents at beginning of year                            187 203           67 395      
Cash and cash equivalents at end of year                                  204 150          187 203      

CONDENSED CONSOLIDATED SEGMENTAL INFORMATION
for the year ended 30 June 2015

Information regarding the results of each reportable segment is included below. Performance is measured 
based on operating profit before finance costs, as included in the internal management reports that are 
reviewed by the group’s CEO. Segment profit is used to measure performance as management believes that 
such information is the most relevant in evaluating the results of certain segments relative to other 
entities that operate within these industries. Inter-segment pricing is determined on an arms' length basis.

                                                                                                Total of all
                                                                   Non-core                        operating
R000's                                         Core portfolio      porfolio     Head office         segments
Statement of Comprehensive Income - 30
Jun 2015
Segment revenue                                       395 788        38 213             111          434 112
Expenditure                                                 -             -        (40 674)         (40 674)
Segment results                                       395 788        38 213        (40 563)          393 438
Statement of Comprehensive Income - 30
Jun 2014
Segment revenue                                       405 322        20 941              13          426 276
Expenditure                                                 -             -        (40 524)         (40 524)
Segment results                                       405 322        20 941        (40 511)          385 752
Statement of Financial Position - 30 Jun 2015
Non-current assets
Investment properties                               4 807 000             -               -        4 807 000
Current assets
Non current assets held for sale                            -       329 228               -          329 228
Trade and other receivables                            20 287         5 981          44 767           71 035
Segment assets                                      4 827 287       335 209          44 767        5 207 263
Statement of Financial Position - 30 Jun 2014
Non-current assets
Investment properties                               4 516 000             -               -        4 516 000
Current assets
Non current assets held for sale                            -       311 900               -          311 900
Trade and other receivables                            19 170         4 119          34 798           58 087
Segment assets                                      4 535 170       316 019          34 798        4 885 987

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