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CPL - Capital Property Fund - Condensed audited consolidated financial

Release Date: 01/02/2012 17:05
Code(s): CPL
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CPL - Capital Property Fund - Condensed audited consolidated financial statements for the year ended 31 December 2011 CAPITAL PROPERTY FUND ("Capital" or "the Fund") Share code CPL ISIN ZAE000001731 (A portfolio in Capital Property Trust Scheme, a Collective Investment Scheme in Property established in terms of the Collective Investment Schemes Control Act, No 45 of 2002) Managed by Property Fund Managers Limited (Registration No. 1980/009531/06) ("PFM") Condensed audited consolidated financial statements for the year ended 31 December 2011 DIRECTORS` COMMENTARY 1 DISTRIBUTABLE EARNINGS Total distributions for the year ended 31 December 2011 increased by 9,13% to 65,63 cents per unit. Capital`s distribution of 34,27 cents per unit for the final six months represents an increase of 7,84% over the distribution of 31,78 cents per unit for the comparable period in the previous year. 2 REVIEW A number of significant transactions were completed in the 2011 financial year transforming Capital as a listed real estate fund. The most significant event was the acquisition by Capital of all the Pangbourne Properties Limited ("Pangbourne") linked units in issue that were not already owned by it. This resulted in Capital increasing its market capitalisation substantially making it the third largest listed property fund on the JSE Limited. Boardwalk Shopping Centre in Richards Bay was sold for R1 028 million to Resilient Property Income Fund Limited ("Resilient") at a yield of 8%. The purchase price was settled 50% in cash and 50% in Resilient linked units issued at R31,71. A portfolio of seven predominantly rural retail properties was sold to Fortress Income Fund Limited ("Fortress") for R704 million at a yield of 9,78%, settled through Fortress A and B units issued at R10,63 and R3,17 respectively. These sales are in line with management`s strategy of divesting from retail and focusing on prime office and industrial properties in Johannesburg, Pretoria, KwaZulu-Natal and the Western Cape. Demand for offices is weak with vacancies increasing and renewal rentals under pressure. As a result of the rental differentials between A- and B- grade offices decreasing, tenants have taken the opportunity to move to A- grade space, negatively impacting on B-grade office vacancies. Demand for industrial properties, particularly warehousing for distribution, is firm with a notable increase for bigger boxes in well located areas, such as Linbro Park, Longmeadow and Raceway Industrial Park. Demand for manufacturing space continues to decline in line with the downward trend in this sector. Capital`s strategy for the past five years has been to reduce exposure to the manufacturing sector and these tenants currently occupy 20% of Capital`s industrial space. The intention is to reduce this further through the development pipeline of new distribution facilities. Increases in rates and taxes, utility charges and additional levies imposed by local authorities, at rates well ahead of inflation, continue unabated. This has continued to negatively impact distribution growth as it is not always possible to recover increases from tenants. While the merger with Pangbourne makes direct comparisons with prior periods difficult, the current direct property cost to income ratio of 33,2% is an area of concern. Despite a noticeable increase in company liquidations and the difficult economic environment, arrears have remained under control at 2,6% of the R1 909 million gross billings, whilst R13,4 million of bad debts were written off. Vacancies of 6,3% comprise 4,8% industrial, 13,4% offices and 4,7% retail based on gross lettable area. Industrial vacancies have declined, retail vacancies have increased marginally and office vacancies have continued to deteriorate. 3 DEVELOPMENTS Capital`s strategy includes the development of A-grade warehousing space in the nodes favoured by corporate tenants. These are being built at lower costs per square metre and with higher specifications than properties available for sale in the market. Pursuant to this strategy, Capital is seeking to acquire additional vacant industrial land. Large office developments will be considered on a pre-let basis. These developments will allow Capital to increase its gearing and continue to rejuvenate the portfolio. The following developments have been approved: Esti- Estimated Estimated % mated commence- completion Property name owned GLA yield ment date date N1 Business Park 20% 9 150m2 10% Commenced Aug 2012 Montague Business Park 25% 13 200m2 9% Mar 2012 Oct 2012 253 covered parking Grand Central 100% bays 10% Mar 2012 Oct 2012 Raceway Industrial Park 100% 12 000m2 9,5% Commenced Jun 2012 The following developments are currently being evaluated: Esti- Estimated % mated commence-
Property name owned GLA yield ment date 52 000m2 (additional Tradeport City Deep 100% buildings in park) 9,0% May 2012 55 000m2 (additional
Raceway Industrial Park 100% buildings in park) 9,0% Jun 2012 4 DISPOSALS Capital sold the following office and industrial properties during 2011: Valuation at
Proceeds 31 Dec 2010 Yield Effective Property name (R`000) (R`000) (%) date Porcelain Street Olifantsfontein 53 800 57 000 N/A 6 Jun 11 Jurgens Street Isando 33 500 31 000 8,0% 5 Sep 11 Montague Business Park (land)(25%) 22 022 15 061 N/A 18 Feb 11 Redlands Office Park 20 000 17 900 8,5% 5 Oct 11 20 Malcolm Road Westmead 12 356 12 100 5,9% 11 Jul 11 Moores Rowland House Durban 11 000 14 300 N/A 4 Oct 11 Capital sold the following retail properties during 2011: Valuation at
Proceeds 31 Dec 2010 Yield Effective Property name (R`000) (R`000) (%) date Boardwalk Shopping Centre 1 028 000 908 000 8,0% 1 Dec 11 Park Central Shopping Centre 154 000 138 000 10,2% 1 Dec 11 N1 Value Centre 154 000 140 400 9,1% 24 Jun 11 Mutsindo Mall & Capricorn Plaza 145 000 123 000 8,4% 1 Dec 11 Morone Shopping Centre Burgersfort 120 500 95 000 9,6% 1 Dec 11 Crossroads 90 000 82 700 11,6% 1 Dec 11 West Street Durban 83 500 67 800 8,5% 1 Dec 11 Venda Plaza 81 000 80 200 10,8% 1 Dec 11 KwaMashu Shopping Centre (75%) 77 625 66 675 12,7% 25 Oct 11 Shoprite Port Shepstone 30 000 29 600 10,8% 1 Dec 11 5 EQUITY INVESTMENTS Capital owns 3 900 000 New Europe Property Investments plc shares, 16 200 000 Resilient linked units, 50 600 000 Fortress A linked units and 96 000 000 Fortress B linked units. 6 CAPITAL STRUCTURE AND SECURITISATION Capital received an A3.za long term and P-2.za short term investment grade rating from international ratings agency, Moody`s. This enabled Capital to raise unsecured finance in the capital markets through a Domestic Medium Term Note programme ("DMTN"). R700 million of unsecured debt was raised in the capital markets, R200 million in three month commercial paper and R500 million in three year bonds, replacing secured debt from banks. The two Commercial Mortgage Backed Securitisation programmes, totalling R1 091 million, will be repaid in July and October 2012. Capital has facilities in place to cover these commitments. Capital`s gearing has decreased from 24,8% at 30 June 2011 to 22,2% at 31 December 2011. The board is comfortable with gearing of up to 30%. 7 OUTLOOK The board forecasts growth in distributions of between 4% and 8% per Capital unit for the 2012 financial year. This forecast has not been reviewed or reported on by Capital`s auditors. The growth is 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. Budgeted rental income was based on contractual escalations and market related renewals. By order of the board Barry Stuhler Rual Bornman Managing director Financial director 1 February 2012 Johannesburg CONSOLIDATED STATEMENT OF FINANCIAL POSITION Audited Audited Dec 2011 Dec 2010 R`000 R`000
ASSETS Non-current assets 17 949 605 7 122 844 Investment property 15 728 251 5 923 042 Straight-lining of rental revenue adjustment 125 413 88 667 Investment property under development 468 241 166 702 Investments 689 700 944 433 Investment in associate company 938 000 -
Current assets 262 810 15 281 Trade and other receivables 198 411 15 099 Cash and cash equivalents 64 399 182
Total assets 18 212 415 7 138 125 EQUITY AND LIABILITIES Capital of Fund 12 520 641 5 298 062 Trust capital 9 273 620 2 645 963 Non-distributable reserves 3 247 021 2 652 099 Retained earnings - -
Total liabilities 5 691 774 1 840 063 Non-current liabilities 2 502 069 752 814 Interest-bearing borrowings 1 949 538 693 781 Deferred tax 552 531 59 033 Current liabilities 3 189 705 1 087 249 Trade and other payables 543 955 194 682 Unitholders for distribution 550 714 228 046 Income tax payable 3 894 - Interest-bearing borrowings 2 091 142 632 329 Bank overdraft - 32 192 Total equity and liabilities 18 212 415 7 138 125 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Audited Audited
for the year for the year ended ended Dec 2011 Dec 2010 R`000 R`000
Net rental and related revenue 1 312 883 518 240 Recoveries and contractual rental revenue 1 909 449 704 415 Straight-lining of rental revenue adjustment 36 746 16 348 Rental revenue 1 946 195 720 763 Property operating expenses (633 312) (202 523) Distributable income from investments 16 093 70 926
Fair value gain on investment property and investments 796 358 564 468 Fair value gain on investment property 661 560 467 247 Adjustment resulting from straight-lining of rental revenue (36 746) (16 348) Fair value gain on investments 171 544 113 569 Administrative expenses (74 864) (35 545) Impairment of goodwill (98 042) - Impairment of subsidiary loans - (319) Distributable income from associate 5 970 - Profit before net finance costs 1 958 398 1 117 770
Net finance costs (263 768) (130 183) Finance income 178 879 2 484 Interest on units issued cum distribution 175 900 - Interest received 2 979 2 484 Finance costs (442 647) (132 667) Interest paid on borrowings (376 795) (122 678) Capitalised interest 29 245 14 472 Fair value adjustment on interest rate derivatives (95 097) (24 461) Profit before income tax expense 1 694 630 987 587 Income tax expense (45 043) (11 143) Profit for the year attributable to equity holders 1 649 587 976 444 Total comprehensive income for the year 1 649 587 976 444 Basic earnings per unit (cents)* 102,65 136,07 *The Fund has no dilutionary instruments in issue. RECONCILIATION OF PROFIT FOR THE YEAR TO HEADLINE EARNINGS AND DISTRIBUTABLE INCOME Audited Audited for the year for the year ended ended Dec 2011 Dec 2010
R`000 R`000 Profit for the year attributable to equity holders 1 649 587 976 444 Adjusted for: (480 632) (433 962) - Fair value gain on investment property (661 560) (467 247) - Adjustment resulting from straight-lining of rental revenue 36 746 16 348 - Impairment of goodwill 98 042 - - Impairment of subsidiary loans - 319 - Income tax effect 46 140 16 618 Headline earnings 1 168 955 542 482 Reconciliation of profit for the year to amount available for distribution Profit for the year attributable to equity holders 1 649 587 976 444 Straight-lining of rental revenue adjustment (36 746) (16 348) Fair value gain on investment property (661 560) (467 247) Adjustment resulting from straight-lining of rental revenue 36 746 16 348 Fair value gain on investments (171 544) (113 569) Impairment of goodwill 98 042 - Impairment of subsidiary loans - 319 Fair value adjustment on interest rate derivatives 95 097 24 461 Income tax expense 45 043 11 143 Distributable income 1 054 665 431 551 Less: distribution declared (1 054 665) (431 551) Interim (503 951) (203 505) Final (550 714) (228 046)
Income not distributed - - Headline earnings per unit (cents) 72,74 75,60 Basic earnings per unit is 102,65 cents (2010: 136,07 cents). The calculation of the basic earnings per unit is based on a weighted average number of units in issue during the year of 1 606 986 279 (2010: 717 578 059) and earnings of R1 649,587 million (2010: R976,444 million). Headline earnings per unit is 72,74 cents (2010: 75,60 cents). The calculation of headline earnings per unit is based on a weighted average number of units in issue during the year of 1 606 986 279 (2010: 717 578 059) and headline earnings of R1 168,955 million (2010: R542,482 million). ABRIDGED CONSOLIDATED STATEMENT OF CASH FLOWS Audited Audited Dec 2011 Dec 2010 R`000 R`000
Cash (outflow)/inflow from operating activities (88 167) 31 933 Cash inflow/(outflow) from investing activities 825 450 (361 265) Cash (outflow)/inflow from financing activities (640 874) 272 145 Increase/(decrease) in cash and cash equivalents 96 409 (57 187) Cash and cash equivalents at the beginning of the year (32 010) 25 177 Cash and cash equivalents at the end of the year 64 399 (32 010) Cash and cash equivalents consist of: Cash on call iro securitisation 59 621 - Current accounts 4 778 182 Bank overdraft - (32 192) 64 399 (32 010) CONSOLIDATED STATEMENT OF CHANGES IN UNITHOLDERS` INTEREST Non- Trust distributable Retained
capital reserves earnings Total R`000 R`000 R`000 R`000 Balance at 31 December 2009 2 645 963 2 107 206 - 4 753 169 Total comprehensive income for the year 976 444 976 444 Transfer to non- distributable reserves 544 893 (544 893) - Distribution (431 551) (431 551) Balance at 31 December 2010 2 645 963 2 652 099 - 5 298 062 Total comprehensive income for the year 1 649 587 1 649 587 Issue of units - 889 408 220 on 4 April 2011 6 627 657 6 627 657 Transfer to non- distributable reserves 594 922 (594 922) - Distribution (1 054 665) (1 054 665) Balance at 31 December 2011 9 273 620 3 247 021 - 12 520 641 PREPARATION, ACCOUNTING POLICIES AND AUDIT OPINION The condensed audited consolidated financial statements have been prepared in accordance with the measurement and recognition requirements of IFRS, the AC500 standards as issued by the Accounting Practices Board, the information contained in IAS 34: Interim Financial Reporting, the JSE Listings Requirements, the requirements of the South African Companies Act and the Collective Investment Schemes Control Act (Act 45 of 2002). This report was compiled under the supervision of Rual Bornman, the financial director. The accounting policies adopted are consistent with those applied in the prior periods. The directors are not aware of any matters or circumstances arising subsequent to 31 December 2011 that require any additional disclosure or adjustment to the financial statements. Deloitte & Touche have issued their unmodified opinion on the group financial statements for the year ended 31 December 2011. These condensed financial statements have been derived from the group financial statements and are, in all material respects, consistent with the group financial statements. A copy of their audit report is available for inspection at the Fund`s registered office. SUMMARY OF FINANCIAL PERFORMANCE Dec 2011 Jun 2011 Dec 2010 Jun 2010 Distribution per unit (cents) 34,27 31,36 31,78 28,36 Units in issue 1 606 986 279 1 606 986 279 717 578 059 717 578 059 Net asset value R7,79 R7,39 R7,38 R6,65 Gearing ratio* 22,2% 24,8% 18,6% 19,4% *The gearing ratio is calculated by dividing interest-bearing borrowings by total assets. HEDGED BORROWINGS Nominal
amount Interest % of Expiry R`million rate borrowings Interest rate swaps Oct 2012 10 8,22% 0,25% Feb 2013 100 8,18% 2,47% Aug 2013 100 8,05% 2,47% Sep 2013 400 9,85% 9,90% May 2014 50 8,67% 1,27% May 2014 100 8,60% 2,47% Aug 2014 100 7,15% 2,47% Mar 2015 100 7,69% 2,47% Apr 2015 300 8,26% 7,42% Jul 2015 100 7,50% 2,47% Sep 2015 200 9,61% 4,95% Dec 2015 100 7,85% 2,47% Aug 2016 200 8,51% 4,95% Sep 2016 400 8,42% 9,90% Dec 2016 200 7,50% 4,95% Mar 2017 300 8,60% 7,42% Jun 2017 100 7,69% 2,47% Nov 2017 200 7,91% 4,95% Dec 2017 200 7,66% 4,95% Jan 2018 200 7,55% 4,95% Jul 2018 300 8,62% 7,42% Securitised loan Jul 2012 621 9,98% 15,37% The securitised loan is shown as nominal annual compounded semi-annually and is inclusive of lending margin. Total hedged borrowings 4 381 108,41% Variable rate borrowings (340) (8,41%) Total gearing 4 041 9,99% 100,00% SECTORAL SPLIT (Unaudited) Dec 11 Dec 11 Dec 10 Dec 10 Based on: GLA Book GLA Book Value value Offices 19% 34% 26% 44% Industrial 71% 50% 68% 46% Retail 9% 14% 6% 10% Other 1% 2% - - 100% 100% 100% 100% LEASE EXPIRY PROFILE (Unaudited) Based on: GLA Rental income Vacant 6,3% Dec 2012 27,5% 29,3% Dec 2013 18,7% 20,4% Dec 2014 18,8% 21,6% Dec 2015 12,2% 12,2% Dec 2016 9,1% 8,3% >Dec 2016 7,4% 8,2% 100,0% 100,0% SEGMENTAL ANALYSIS Audited Audited
Dec 2011 Dec 2010 R`000 R`000 Segmental revenue - recoveries and contractual rental revenue Offices 577 318 311 250 Industrial 892 103 319 660 Retail 405 273 73 505 Other 34 755 - Total 1 909 449 704 415 Property operating expenses Offices (186 050) (84 971) Industrial (290 626) (95 883) Retail (149 352) (21 669) Other (7 284) - Total (633 312) (202 523) Segmental revenue - rental revenue Offices 594 167 318 715 Industrial 918 946 327 972 Retail 384 347 74 076 Other 48 735 - Total 1 946 195 720 763 Profit for the year Offices 534 548 462 622 Industrial 852 375 399 394 Retail 528 212 107 123 Other 22 562 - Corporate (288 110) 7 305 Total 1 649 587 976 444 CAPITAL COMMITMENTS Audited Audited Dec 2011 Dec 2010 R`000 R`000
Authorised and contracted 160 163 9 035 Authorised and not yet contracted 78 067 67 240 238 230 76 275 INCOME DISTRIBUTION Notice is hereby given that a cash distribution of 34,27 cents interest per unit, being number 57 for Capital Property Fund, has been declared in respect of the period 1 July 2011 to 31 December 2011 and is payable to the unitholders recorded in the books of Capital at the close of business on the record date, Friday, 24 February 2012. Unitholders are advised that the last day to trade cum distribution will be Friday, 17 February 2012. The units will trade ex distribution from Monday, 20 February 2012. Payment will be made on Monday, 27 February 2012. Unit certificates may not be dematerialised or rematerialised during the period 20 February 2012 to 24 February 2012, both days inclusive. Registered office 4th Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191 (PO Box 2555, Rivonia, 2128) Transfer secretaries Link Market Services South Africa Proprietary Limited 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001 (PO Box 4844, Johannesburg, 2000) Sponsor Java Capital Company secretary Inge Pick Directors Willy Ross (chairman)*, Barry Stuhler (managing director), Iraj Abedian*, Rual Bornman, Des de Beer, Andries de Lange, Protas Phili*, Andrew Teixeira, Banus van der Walt*, Tshiamo Vilakazi*, Trurman Zuma* *Independent non-executive director Date: 01/02/2012 17:05:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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