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VUNANI PROPERTY INVESTMENT FUND LTD - ABRIDGED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

Release Date: 17/09/2012 07:05
Code(s): VPF     PDF:  
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ABRIDGED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012

Vunani Property Investment Fund Limited
(Registration number: 2005/019302/06)
ISIN: ZAE000157459
JSE code: VPF
(“VPIF” or “the Fund” or “the Company”)


ABRIDGED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2012
(Prepared by M de Lange, Financial director)


STATEMENTS OF FINANCIAL POSITION              Audited                  Audited
as at 30 June                                  Group                   Company
                                             2012         2011        2012         2011
Assets                          Note        R’000        R’000       R’000        R’000

Non-current assets                     1 441 059     791   477     529 188            -
Investment property                    1 426 394     782   437     513 352            -
Property, plant and equipment              6 936       5   938         749            -
Other non-current assets                   7 729       3   102         345            -
Investment in subsidiaries                                          14 742            -

Current assets                             33 972       10 139     558 160      142 556
Trade and other receivables                13 893        6 615      40 386          954
Income tax receivable                          37            -           -            -
Cash and cash equivalents                  20 042        3 974       4 049           20
Loan to subsidiaries                                                38 851            -
Loan to group entity                                               474 874      141 582
Total assets                           1 475 031     801 616     1 087 348      142 556

Equity and liabilities
Equity                                    307 190    285 929       22 686        (1 558)
Ordinary share capital                        301        142          301           142
(Accumulated loss)/retained               (56 500)     8 282      (17 242)       (1 700)
earnings
Non-distributable reserve                 363 389    277 505        39 627            -
Debentures                                588 918    142 417       588 918      142 417
Linked unit holders' interest             896 108    428 346       611 604      140 859

Other liabilities
Other non-current liabilities             203 606    344 379       119 746            -
Other financial liabilities               123 110    298 505       112 233            -
Deferred tax                               80 496     45 874         7 513            -

Current liabilities                       375 317       28 891     355 998        1 697
Current portion of other                  306 296        7 355     306 296            -
financial liabilities
Trade and other payables                  69 021      21 536        49 702        1 697
Total liabilities                        578 923     373 270       475 744        1 697
Total equity and liabilities           1 475 031     801 616     1 087 348      142 556
Units in issue                           120 618      57 024
Net asset value per linked                742.9       751.2
unit (cents)
Net tangible asset value less             809.7        831.6
deferred tax value per linked unit
(cents)

STATEMENTS OF COMPREHENSIVE INCOME          Audited                  Audited
for the year ended 30 June                   Group                   Company
                                      12 months   6 months     12 months   6 months
                                        30 June    30 June       30 June    30 June
                                           2012       2011          2012       2011
                               Note       R’000      R’000         R’000      R’000

Investment property income             165 860       55 869      37 775           -
Straight-line rental                     5 994          328       5 259           -
adjustment
Revenue                                171 854       56 197      43 034           -
Other income                               926            1           -           -
Property and operating                 (78 507)     (24 284)    (32 616)     (1 755)
expenses
Operating profit                        94 273      31 914      10 418       (1 755)
Finance income                           2 005         232      62 574        9 888
Finance cost amortisation              (45 694)     (1 987)          -            -
Finance costs                          (25 085)    (15 204)     (6 379)           -
Net operating profit                    25 499      14 955      66 613        8 133
Fair value adjustments                 106 835      (7 505)     38 795            -
Profit before denture                  132 334       7 450     105 408        8 133
interest and taxation
Distributions                          (77 813)    (16 351)    (75 489)     (9 857)
  Trust distributions – net             (2 324)     (6 494)          -           -
  rental income
  Debenture interest                   (75 489)     (9 857)    (75 489)     (9 857)
Profit/(loss) before                    54 521      (8 901)     29 919      (1 724)
amortisation of debenture
premium
Amortisation of debenture                1 679           -       1 679           -
premium
Profit/(loss)before income              56 200      (8 901)     31 598      (1 724)
tax
Income tax expense                     (35 098)      1 981      (7 513)          -
Profit/(loss) for the period            21 102      (6 920)     24 085      (1 724)
Total comprehensive income
for the period attributable
to:
Equity holders                          21 102      (6 920)     24 085      (1 724)
Basic and diluted earnings               85.69       16.54
per linked unit (cents)
STATEMENTS OF CHANGES IN EQUITY
for the year ended 30 June

                                                         (Accumulated
                              Ordinary            Non-         loss)/
                                 share   distributable       retained
                               capital         reserve       earnings     Total
                                 R’000           R’000          R’000     R’000
GROUP
Balance at 31 December 2010        142         292 683             24   292 849
Total comprehensive income
for the period
  Loss for the period                                          (6 920)   (6 920)
Transfer from non-                             (15 178)        15 178         -
distributable reserve
Balance at 30 June 2011            142         277 505          8 282   285 929

Transactions with owners of
the company, recognised
directly in equity
  Issue of linked units            159                                      159
Total comprehensive income
for the year
  Profit for the year                                         21 102     21 102
Transfer to non-                                 85 884      (85 884)          -
distributable reserve
Balance at 30 June 2012            301          363 389      (56 500)   307 190

COMPANY
Balance at 31 December 2010        142               -            24        166
Total comprehensive income
for the period
  Loss for the period                                         (1 724)    (1 724)
Balance at 30 June 2011            142               -        (1 700)    (1 558)

Transactions with owners of
the company, recognised
directly in equity
  Issue of linked units            159                                      159
Total comprehensive income
for the year
  Profit for the year                                        24 085     24 085
Transfer to non-                                39 627      (39 627)          -
distributable reserve
Balance at 30 June 2012            301          39 627      (17 242)     22 686
STATEMENTS OF CASH FLOWS
for the year ended 30 June                      Audited                Audited
                                                 Group                 Company
                                          12 months   6 months   12 months   6 months
                                            30 June    30 June     30 June    30 June
                                               2012       2011        2012       2011
                                              R’000      R’000       R’000      R’000

Cash flows from operating    activities
Cash generated/(utilised)    by              89 544    26 666        6 176        (124)
operations
Finance income                               2 005        232      29 340        9 888
Finance costs                              (25 085)   (15 204)     (6 379)           -
Trust distributions – net    rental         (2 324)         -           -            -
income
Debenture interest paid                    (34 516)    (9 857)    (34 516)      (9 857)
Income tax paid                                (62)         -           -            -
Net cash inflow/(outflow)    from           29 562      1 837      (5 379)         (93)
operating activities

Cash flows from investing activities
Additions to property, plant and            (2 507)    (2 412)       (925)           -
equipment
Additions to investment property            (7 141)    (5 792)          -            -
Additions to other non-current              (5 566)      (554)       (352)           -
assets
Repayment of loans from Vunani                                             -       (92)
Property Investment Trust
Acquisition of businesses                 (479 711)         -    (480 036)           -
Loans to subsidiaries                                             (38 851)           -
Loan to group entity                                             (333 292)           -
Net cash (outflow)/inflow from            (494 925)    (8 758)   (853 456)          92
investing activities

Cash flow from financing activities
Proceeds from issue of linked units         448 339         -      448 339           -
Advance of other financial                   73 747     6 009      447 825           -
liabilities
Repayment of other financial               (40 655)         -      (33 300)          -
liabilities
Net cash inflow from financing              481 431     6 009      862 864           -
activities

Net increase/(decrease) in cash and          16 086      (912)       4 029          (1)
cash equivalents
Cash and cash equivalents at the              3 974     4 886           20          21
beginning of the year
Cash and cash equivalents at the end         20 042     3 974        4 049          20
of the year
GROUP                                                  12 months       6 months
                                                         30 June        30 June
                                                            2012           2011
                                                           R’000          R’000
Reconciliation of headline and diluted headline
earnings per linked unit
Profit/(loss) attributable to equity holders:             21 102         (6 920)
Adjust for:
  Trust distributions - net rental income                  2 324          6 494
  Debenture interest                                      75 489          9 857
  Amortisation of debenture premium                       (1 679)             -
  Impairment of goodwill                                   1 190              -
  Revaluation of investment property
    Gross revaluation                                   (115 607)           206
    Deferred tax                                          21 503            (29)
Headline earnings per linked unit                          4 322          9 608


Reconciliation of earnings and diluted earnings
per linked unit:
Profit/(loss) attributable to equity holders:             21 102         (6 920)
Adjust for:
  Trust distributions - net rental income                  2 324          6 494
  Debenture interest                                      75 489          9 857
  Amortisation of debenture premium                       (1 679)             -
Earnings per linked unit                                  97 236          9 431


Reconciliation of distributable earnings per
linked unit:
Revenue                                                  165 860         55 869
Other income                                                 926              1
  Less gain on bargain purchase                             (830)             -
Property expenses                                        (78 507)       (22 560)
Add back listing costs                                    13 469              -
Net finance costs                                        (23 080)       (16 959)
  Finance income                                           2 005            232
  Finance costs                                          (25 085)       (17 191)
Income tax                                                   (25)             -
Distributable earnings                                    77 813         16 351


BASIS OF PRESENTATION

These audited consolidated financial statements have been prepared in accordance
with the Listing Requirements of the JSE Limited, the recognition and measurement
requirements of International Financial Reporting Standards (IFRS), presentation
and disclosure requirements of IAS34, the AC 500 series issued by the Accounting
Practices Board and the requirements of the Companies Act of South Africa. The
accounting policies as set out in the audited financial statements for the year
ended 30 June 2012 are in terms of IFRS and have been consistently applied when
compared to the previous accounting period. These consolidated financial
statements incorporate the financial statements of the company and its
subsidiaries that in substance are controlled by the Group. Results of
subsidiaries are included from the effective date of acquisition up to the
effective date of disposal. All significant transactions and balances between
Group enterprises are eliminated on consolidation.

BUSINESS COMBINATIONS

2011

On 11 August 2011, VPIF acquired the entire issued share capital of Cedar Park and
Pacific Eagle for R6,0 million and R13,0 million respectively. Cedar Park’s only
asset is a commercial building situated at Greenstone Hill Office Park, Emerald
Boulevard, Greenstone Hill with a gross lettable area measuring 1 827m2; and
Pacific Eagle’s only asset is a commercial building situated at 14 Loop Street,
Cape Town with a gross lettable area measuring 2 323m2. The purchase price was
settled through the issue of linked units in VPIF at a price equal to the listing
price.

The property known as Athol Ridge Office Park situated at 151 Katherine Street
with a gross lettable area of 8 679m2 was acquired on the same date for an amount
of R104,5 million.

On 6 December 2011, VPIF took transfer of the Lion Roars and Mabe office parks.
The Lion Roars Office Park was acquired for an amount of R52,1 million and is
situated at 53 Heugh Road, Walmer, Port Elizabeth with a gross lettable area of 4
117m2. Mabe Office Park was acquired for an amount of R24,1 million and is
situated at 91 Ridder Street, Ooseinde, Rustenburg with a gross lettable area of 1
642m2.

VPIF also acquired the building known as the Xstrata building on 15 December 2011
for a purchase consideration of R29 million. The building is situated at 12 Kgwebo
Avenue, Waterfall East extension 4, Rustenburg with a gross lettable area of 3
720m2.

On 14 February 2012, VPIF took transfer of the property known as the Foretrust
building after receiving approval from its linked unit holders to acquire the
property for an amount of R251,1 million. The property is situated at Martin
Hammerschlag Way, Cape Town with a gross lettable area measuring 26 780m2.

The table below indicates the net assets acquired on the abovementioned business
combinations:



GROUP                                   Cedar     Pacific      Athol        Lion
                                         Park       Eagle      Ridge       Roars
                                        R’000       R’000      R’000       R’000
Net assets acquired:
Investment property                    17 057      37 100    104 692      52 186
Property, plant and equipment             965           -          -           -
Other non-current assets                  519           -          -           -
Cash and cash equivalents                 155         170          -           -
Trade and other receivables                50          23          -           -
Other financial liabilities           (14 665)    (22 513)         -           -
Deferred tax                            1 226        (775)         -           -
Trade and other payables                 (499)       (195)         -           -
Net assets acquired                     4 808      13 810    104 692      52 186
Goodwill                                1 190           -          -           -
Gain on bargain purchase                    -        (830)         -           -
Cost of investment                      5 998      12 980    104 692      52 186
Less cash acquired                        (155)      (170)         -           -
                                         5 843       12 810  104 692      52 186
COMPANY
Subsidiaries                             5 998       12 980        -           -
Investment property                          -            -  104 692      52 186
                                         5 998       12 980  104 692      52 186
Settlement of cost of investment:
Cash paid/(received)                     2 031          (31) 104 692      52 186
Linked units issued                      3 967       13 011        -           -
                                         5 998       12 980  104 692      52 186
After tax profit since acquisition          36          298    9 530       3 323
Full year after tax profits                 49          216   10 891       6 646

GROUP                                  Xstrata    Mabe Park    Foretrust      Total
                                         R’000        R’000        R’000      R’000
Net assets acquired:
Investment property                     29 025       24 057      251 098    515 215
Property, plant and equipment                -            -            -        965
Other non-current assets                     -            -            -        519
Cash and cash equivalents                    -            -            -        325
Trade and other receivables                  -            -            -         73
Other financial liabilities                  -            -            -   (37 178)
Deferred tax                                 -            -            -        451
Trade and other payables                     -            -            -      (694)
Net assets acquired                     29 025       24 057      251 098    479 676
Goodwill                                     -            -            -      1 190
Gain on bargain purchase                     -            -            -      (830)
Cost of investment                      29 025       24 057      251 098    480 036
Less cash acquired                           -            -            -      (325)
                                        29 025       24 057      251 098    479 711
COMPANY
Subsidiaries                                 -            -            -     18 978
Investment property                     29 025       24 057      251 098    461 058

Settlement of cost of investment:
Cash paid/(received)                    29 025       24 057      251 098    463 058
Linked units issued                          -            -            -     16 978
                                        29 025       24 057      251 098    480 036
After tax profit since acquisition       1 646        1 583       10 132     26 548
Full year after tax profits              3 292        3 166       27 019     51 279


There were no business combinations during the period ended 30 June 2011.



EVENTS AFTER THE REPORTING DATE

On 2 August 2012, the property held in Pacific Eagle has been transferred to VPIF
in terms of section 47 of the Income Tax Act and the underlying company will be
deregistered in order to keep the company structure as simple as possible. The
property held in Cedar Park has been lodged in the deeds office and is expected to
be transferred on 14 September 2012, after which the underlying company will be
deregistered. The details of the transferred properties are as follows:
Company name:                         Cedar Park          Pacific Eagle
Registered legal description:         Unit 18 of          Erf 1570, 1571,
                                      Greenstone Hill     1572, 1573 and
                                      Office Park, Ext    1574
                                      22, Erf 1836 and
                                      1837
Region:                               Gauteng             Western Cape
Sector:                               Commercial          Commercial
Vacancy:                              Nil                 Nil
Gross lettable area (GLA):            1 827m2             2 323m2
Property description and use:         Buildings/          Buildings/
                                      Offices             Offices


Subsequent to year end, the following properties were acquired:

Property name:                        Brickfield Road     Business Centre
Transfer date:                        10 August 2012      To be transferred
Registered legal description:         Erf 13753, Cape     Erf 155 Edenburg
                                      Town
Region:                               Western Cape        Gauteng
Sector:                               Industrial          Office
Vacancy:                              Nil                 Nil
Gross lettable area (GLA):            5 251m2             4 893m2
Property description and use:         Industrial/         Buildings/Offices
                                      Offices


AUDIT REPORT

The Group's auditor KPMG Inc., have issued an unmodified audit opinion on the
complete set of audited financial statements for the year ended 30 June 2012.
Their audit report is available for inspection at the registered office of the
company.

STATEMENT ON GOING CONCERN

The directors have made an assessment of the group’s ability to continue as a
going concern and have no reason to believe the business will not be a going
concern in the year ahead.



INTRODUCTION

It is with pleasure that we report on Vunani Property Investment Fund’s (VPIF or
the Fund) performance during its first year as a listed company on the JSE, having
débuted on 11 August 2011. In what was a highly satisfactory listing, VPIF raised
capital worth R448 million in a well-subscribed offer which exceeded our target by
R142 million.

In light of some of the most volatile trading weeks during 2011, the board’s
decision to list based on VPIF’s long-term value proposition rather than on market
timing was vindicated during the reporting period. VPIF listed at a conservative
R7,05 per linked unit and unit holders have seen attractive rerating to R8,25 per
unit, an improvement of 17%. Management is confident that the stock will rerate
within the next 12 months to reflect the quality of the assets and focused
management.
During the year we continued to deliver on our growth strategy and we are pleased
to report that this led to a strong property balance sheet supported by yield-
enhancing acquisitions and quality long-term holdings in commercial property
assets.

OPERATING ENVIRONMENT

The global financial turmoil persists and international economists and financial
analysts are of the opinion that the status quo could continue for some time.
Whilst South Africa can take comfort from being partially insulated from the
effects of global trends, the local economic conditions remain subdued with real
GDP growth expected to remain around the higher end of 2% in the near term.

Against this backdrop of difficult global and domestic conditions, local business
in general remained muted, households more frugal and bank credit providers
cautious in their lending. Since 2008 VPIF has followed a conservative strategy
and for 2013 the Fund will continue to exercise prudence in all aspects of its
business.

Vacancies in the office sector are generally above normal levels, but appear to
have stabilised during the year, suggesting we are at the bottom of the current
cycle. We remain focused in the specialised A+ to B+ grade office buildings in the
main metropolitan areas where more opportunities exist and the impending scarcity
of office supply will drive up rentals as the current oversupply is absorbed.

Consequently, we will continue to create and pursue opportunities in our target
market and acquire quality, yield enhancing assets to ensure that the overall
portfolio remains growth-orientated and resilient.

ACQUISITIONS

Difficult as the present economic conditions might be, there is significant
competition in the market for good assets. Whilst there is a large amount of stock
on offer, the key this year has been to select and acquire those assets with
sustainable cash flows. Our efforts in this regard have been well rewarded as
evident in our 51% growth in enterprise value since listing. These acquisitions
included:


-   Lion Roars in a premier node in Port Elizabeth purchased for R52,1 million. The
    office park comprises 4 117m² with a 12% yield and is 100% occupied by national
    tenants;

-   two buildings in Rustenburg’s premier node were added to the portfolio. Mabe
    Park at 1 642m² and the Xtrata Building at 3 720m² were purchased for R24
    million and R29 million, respectively. Both have a 10,85% yield and are fully
    let by national tenants; and

-   Foretrust Building in Cape Town’s development node comprising 26 780m², which
    was acquired at a purchase price of R251,1 million at a yield of 11%. It is
    occupied by Government on a six-year lease.

The above assets comply with our strategic focus to make value acquisitions that
will improve our key performance indicators and at the same time conform to our
criteria of being well-located, yield-enhancing with long-term leases and
preferably national or listed tenants. Going forward, we will grow the portfolio
aggressively, but not at the expense of quality.

REFURBISHMENTS AND EXTENSIONS

A core competence of management is its ability to undertake yield-enhancing
refurbishments. Several refurbishment projects and extensions with a combined
value of about R13 million were completed during the year.
This includes the two-phase extension of Motherwell Shopping Centre on the
outskirts of Port Elizabeth where long-term leases with Super Spar, Tops, Pep and
Build-It have been secured. Phase I was completed in November and is yield-
enhancing. The R4 million extension resulted in a R12 million fair value
adjustment.

The refurbishment of Vunani Chambers in Cape Town worth R7 million is in hand and
should enhance retail and lettability in addition to the revaluation of the
property. Completion is scheduled for March 2013 and the project is on track.

In addition, the R3,5 million refurbishment of our Rynlal property was completed
in June 2012 and gross rentals are improving. This resulted in a fair value
adjustment of R10 million. It was encouraging that while construction was underway
at Rynlal strong leasing activity was experienced.

Since the listing we have delivered on our commitment to aggressively grow the
fund through quality acquisitions. Our portfolio is 80% tenanted by blue chip or
government tenants with a weighted average lease expiry of 4,71 years. This gives
us a robust distribution with a consistent growth profile. VPIF will continue to
upgrade its portfolio while being mindful of the need to protect distributions.

VACANCIES

SAPOA/ Investment Property Databank (IPD) figures indicate a marginal increase in
the A-grade property vacancy rate to 8,73% whilst the vacancy rate of B-grade
office space remains relatively flat at 12,6%. The sector average is 10,5%.

VPIF’s vacancies remained materially below the IPD average at 5,8%. Foretrust was
acquired with a 3 077m2 vacancy that was not paid for. If this is omitted, the
portfolio vacancy will be 3,5% for the financial year ended 30 June 2012.

VPIF’s property portfolio is predominantly tenanted by blue chip or government
tenants. Hands-on management of the portfolio ensures excellent tenant retention
and a low vacancy rate. In addition, a large proportion of the buildings are
single tenanted which reduces churn.

We value and will continue to nurture our relationships with our government and
corporate tenants as these have proved to be financially rewarding.

LEASE EXPIRIES

The weighted average lease expiry of VPIF’s portfolio is just under five years.
2012 was a big year for the Fund as it had 38% of its leases expiring. We are
pleased to report that our tenant retention for the year was 89%. All material
leases were renewed at or near to budgeted rentals.

Lease renegotiations on some of the shorter tenure contracts have commenced and
are progressing well.

Given that vacancies in the commercial property market have stabilised, management
does not expect any significant rental reversions in 2013.

FINANCIALS

VPIF has maintained its exemplary growth record since listing and we are pleased
to report on the successful performance of the company to our stakeholders. The
results are attributed to the efficient management of existing assets, our
expertise in refurbishment of properties and our ability to make value
acquisitions.

VPIF declared a maiden distribution of 27,0 cents per linked unit for the 20 week
interim period. The board of directors declared a final distribution of 33,97
cents per linked unit. The total distribution for the year to linked unit holders
since listing amounts to 60,97 cents per linked unit.

The distribution per linked unit per the Pre-Listing Statement (as published on 28
July 2011) for the period 1 July 2011 to 30 June 2012 was forecasted to be 70,84
cents per linked unit assuming that there would be no debt post the listing. The
factors that impacted on the actual distribution to be different from the
forecasted distribution for the year was as follows:


-   The listing of the company occurred on 11 August 2011 and not 1 July 2011 as
    assumed in the forecast;

-   The three acquisitions (being Athol Ridge, Cedar Park and Pacific Eagle were
    made on 11 August 2011, whereas the forecast assumed 1 July 2011; and

-   The linked units were listed at a price of R7,05 and not R7,50 resulting in
    more units being issued than envisaged and therefore a zero debt position was
    not achieved.

Revenue increased by 48,44% from R111,738 million (annualised) to R165,86 million
for the year to 30 June 2012.

Total property expenses increased from R48,568 million (annualised) to R78,5
million. Included in total property expenses are operating expenses amounting to
R30,5 million (2011: R15,2 million annualised). The increase is mainly due to
expenses incurred for the listing of VPIF amounting to R13,5 million.

This resulted in a net operating profit of R25,5 million in the reporting period
to 30 June 2012.

VPIF has taken advantage of the low long-term rates and has hedged 80% of its
other financial liabilities through interest rate swaps.

BORROWINGS

At listing, VPIF had a relatively low gearing with a loan to value of 18,31%. Post
the acquisition of the Foretrust building and the revaluation of the portfolio,
the loan to value ratio increased to 31,4%. The company remains well capitalised
with significant headroom to take advantage of any potential yield enhancing
acquisitions. We do not anticipate the loan to value ratio to exceed 40%.

VPIF has a conservative approach to its debt strategy. The Fund has capitalised on
historically low interest rates and has fixed 80% of its debt for five years at an
all-in average rate of 8,98%. The balance is at a floating rate of 7,37%, which
combines in a through rate of 8,7%.

ENVIRONMENT

We are proud to report on our successful green refurbishment project in Loop
Street, Cape Town. This is a prime example of where the interior, exterior and the
external environment of this 1904 heritage building were incorporated into the
renovation plans by implementing a full spectrum of green issues during its
refurbishment phase.

The building now uses less than one third of the average electricity consumption
and one sixteenth of the water consumption compared with the rest of our
portfolio. This translates into a R10 to R15/m2 per month saving for the tenant.
On the back of this success, we are pursuing a green strategy through the entire
portfolio in consultation with the local authorities, Eskom and various suppliers.

STRATEGY
VPIF will continue to focus on its chosen niche within the commercial property
space. Delivery on the company’s strategy to sustain income growth and capital
appreciation through yield enhancing acquisitions and refurbishments remains on
track. Management has a deal making culture and is confident that it will be able
to grow the fund in 2013. Underlying this strategy is a measure of prudence which
will remain in place until the economic environment improves.

OUTLOOK

During the reporting period, VPIF outperformed the sector and delivered on its
pre-listing forecasts, despite challenging economic conditions. We believe this is
due to hard disciplined work and project delivery, but also due to a clear
understanding, and possibly a different approach to extracting value from the
sector. We think we can safely state the Fund’s fundamental situation has never
been better or more promising for the future. Our focus has been, and will
continue to be, to create maximum value for our unit holders and above market
performance over time.



Statements contained throughout this announcement regarding the prospects of the
group have not been reviewed or reported on by the group’s external auditor.



SEGMENTAL REPORTING

The group has seven reportable segments based on the geographic split of the
country which are the group’s strategic business segments. For each strategic
business segment, the group’s CEO (the chief operating decision maker) reviews
internal management reports on at least a monthly basis. All segments are located
in South Africa. There are no single major customers.

The following summary describes the operations in each of the group’s reportable
segments:

For the year ended 30 June 2012         Head     Gauteng    Kwa-Zulu    Northern
                                      Office                   Natal    Province
                                       R’000       R’000       R’000       R’000

Revenue - Investment property              -     121 832       3 269       1 001
income
Straight-line rental adjustment        4 994         439           -           -
Other income                             830          96           -           -
Property expenses                    (21 810)    (43 332)       (894)       (171)
Operating income                     (16 036)     79 035       2 375         830
Finance income                         1 890          80           1           -
Finance cost amortisation            (44 694)          -           -           -
Finance costs                        (21 811)     (1 154)          -           -
Net operating income                 (80 651)     77 961       2 376         830
Fair value adjustments               108 296        (850)          -           -
Reportable segment profit before      27 645      77 111       2 376         830
debenture interest and income
tax
Reportable segment assets             31 790     876 610      29 508       8 939
Reportable segment liabilities      (492 157)    (45 446)       (195)        (36)

For the year ended 30 June 2012      Western     Eastern       North       Total
                                        Cape        Cape        West
                                      R’000        R’000         R’000       R’000

Revenue - Investment property        28 284        7 567         3 907     165 860
income
Straight-line rental adjustment         611              -           -       5 994
Other income                              -              -           -         926
Property expenses                   (10 153)      (1   469)       (678)    (78 507)
Operating income                     18 742        6   098       3 229      94 273
Finance income                           12             22           -       2 005
Finance cost amortisation            (1 000)             -           -     (45 694)
Finance costs                        (2 119)            (1)          -     (25 085)
Net operating income                 15 635        6   119       3 229      25 499
Fair value adjustments                 (611)             -           -     106 835
Reportable segment profit before     15 024        6   119       3 229     132 334
debenture interest and income
tax

Reportable segment assets           379 682       90 775        57 727   1 475 031
Reportable segment liabilities      (39 905)        (734)         (450)   (578 923)



For the year ended 30 June 2011        Head      Gauteng      Kwa-Zulu     Northern
                                     Office                      Natal     Province
                                      R’000        R’000         R’000        R’000

Revenue - Investment property               -     47 550         1 562         471
income
Straight-line rental adjustment           328            -           -           -
Other income                                -            1           -           -
Property expenses                      (4 032)   (17 267)        (354)        (85)
Operating income                       (3 704)    30 284        1 208         386
Finance income                            124        103            -           -
Finance cost amortisation              (1 987)         -            -           -
Finance costs                         (15 201)        (3)           -           -
Net operating income                  (20 768)    30 384        1 208         386
Fair value adjustments                 (7 505)         -            -           -
Reportable segment profit before      (28 273)    30 384        1 208         386
debenture interest and income
tax

Reportable segment assets               4 007    685 388       24 607       7 718
Reportable segment liabilities       (357 717)   (14 414)        (123)        (42)
For the year ended 30 June 2011       Western      Eastern      North       Total
                                         Cape         Cape       West
                                        R’000        R’000      R’000       R’000

Revenue - Investment property           4 859        1 427          -      55 869
income
Straight-line rental adjustment               -          -          -         328
Other income                                  -          -          -           1
Property expenses                      (2 237)      (309)         -       (24 284)
Operating income                        2 622      1 118          -        31 914
Finance income                              2          3          -           232
Finance cost amortisation                   -          -          -        (1 987)
Finance costs                               -          -          -       (15 204)
Net operating income                    2 624      1 121          -        14 955
Fair value adjustments                      -          -          -        (7 505)
Reportable segment profit before        2 624      1 121          -         7 450
debenture interest and income
tax

Reportable segment assets              57 358       22 538        -       801 616
Reportable segment liabilities           (419)        (553)       -      (373 269)


MANAGEMENT

VPIF is fortunate to have retained the same leadership team since its formation
five years ago. Their collective experience and commitment has undoubtedly proved
beneficial to the establishment and growth of VPIF and we are confident that they
will prove their worth once again.

APPRECIATION

Our sincere thanks go to our tenants, partners, unit holders and all other
individuals, firms and authorities that we have worked with, for having supported
us over the last year. We trust that we will be able to build further on our
relationship in the years to come.

VPIF is a conservative and well-managed Fund with sound management and hardworking
staff. This year’s excellent performance could not have been possible without
their dedication and discipline. Again, our sincere gratitude goes to our staff,
consultants and contractors who have made this possible.

CASH DISTRIBUTION

Notice is hereby given of debenture interest payment number 2 of 33,97 cents per
linked unit for the six months ended 30 June 2012.
The salient dates relating to the cash distribution are as follow:

Declaration date:                         Monday, 17 September 2012
Last date to trade in order to            Friday, 5 October 2012
participate in the cash distribution:
Linked units ‘ex’ distribution            Monday, 8 October 2012
Record date:                              Friday, 12 October 2012
Payment date:                             Monday, 15 October 2012


Linked units may not be dematerialised or rematerialised between Monday, 8 October
2012 and Friday, 12 October 2012, both dates inclusive.



NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given to unit holders that the annual general meeting of unit
holders of the Company will be held in the boardroom, Vunani House, 151 Katherine
Street, Sandton at 11:00 on Friday 19 October 2012.

The following salient dates apply to the annual general meeting:



Last day to trade to be eligible to               Friday, 5 October 2012
vote at the Annual General Meeting.

Record date for determining those                Friday, 12 October 2012
shareholders entitled to vote at the
Annual General Meeting.

Last day for receipt of forms of proxy         By 11:00 on Wednesday, 17
for the Annual General Meeting (or they                     October 2012
may be handed to the Chairman at the
meeting).



INTEGRATED ANNUAL REPORT

The Integrated Annual Report for the year ended 30 June 2012, incorporating the
notice of annual general meeting will be mailed to unit holders today.

Sandton
17 September 2012

Independent Lead Sponsor
Grindrod Bank Limited

Corporate Adviser and Joint Sponsor
Vunani Corporate Finance

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