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REDEFINE PROPERTIES LIMITED - Audited group results for the year ended 31 August 2013

Release Date: 31/10/2013 09:00
Code(s): RDF     PDF:  
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Audited group results for the year ended 31 August 2013

REDEFINE PROPERTIES LIMITED             
(Redefine or the company or the group)     
Registration number 1999/018591/06
JSE share code: RDF  
Audited group results for the year ended 31 August 2013  
  
- Distribution growth of 7,3% - ahead of market guidance
- Net asset value growth of 8,6% 
- R4,7 billion in property acquisitions concluded
- Fountainhead holding increased to 61,7%
- Developments in progress total R3,2 billion
- Balance sheet transformed and strengthened
  
  
  Consolidated statements of comprehensive income                                                                                       
                                                                   Audited         Audited       
                                                                 31 August       31 August       
                                                                      2013            2012       
                                                                     R000           R000       
  Revenue                                                                   
  Property portfolio                                             3 220 615       2 448 873       
  - Contractual rental income                                    3 152 971       2 491 749       
  - Straight-line rental income accrual                             67 644         (42 876)      
  Listed security income                                           311 046         511 036       
  Fee income                                                        88 886          51 245       
  Trading income                                                     3 807          12 414       
  Total revenue                                                  3 624 354       3 023 568       
  Operating costs                                                 (633 840)       (556 042)      
  Administration costs                                            (149 968)       (119 074)      
  Net operating income                                           2 840 546       2 348 452       
  Changes in fair values of properties, listed                              
  securities and financial instruments                           1 369 451       1 772 064       
  Amortisation of intangibles                                      (62 856)        (62 856)      
  Equity accounted profits                                         329 656               -       
  Income from operations                                         4 476 797       4 057 660       
  Net interest                                                    (850 716)       (691 163)      
  - Interest paid                                                 (989 407)       (767 395)      
  - Interest received                                              138 691          76 232       
  Foreign exchange loss                                            (81 279)        (22 957)      
  Income before debenture interest                               3 544 802       3 343 540       
  Debenture interest                                            (2 012 705)     (1 742 715)      
  Profit before taxation                                         1 532 097       1 600 825       
  Taxation                                                       1 389 657        (504 968)      
  Profit for the year from continuing operations                 2 921 754       1 095 857       
  Profit/(loss) from discontinued operations                       935 272      (1 862 708)      
  Profit/(loss) for the year                                     3 857 026        (766 851)                                                                                                                                           
  - Redefine shareholders                                        3 619 654         342 079       
  - Continuing operations                                        2 693 667       1 099 300       
  - Discontinued operations                                        925 987        (757 221)      
  - Non-controlling interests                                      237 372      (1 108 930)      
  - Continuing operations                                          228 087          (3 442)      
  - Discontinued operations                                          9 285      (1 105 488)      
  Other comprehensive income                                      (297 087)        451 351       
  Exchange differences on translation of foreign                            
  discontinued operations - subsidiaries                            93 449         451 351       
  Exchange differences on translation of foreign                            
  continuing operations - associates                               (17 820)              -       
  Recycling of exchange differences on translation                          
  of deemed disposal of foreign subsidiary                        (372 716)              -                                                                                                                                               
  Total comprehensive income/(loss) for the year                 3 559 939        (315 500)                                                                                                    
  - Redefine shareholders                                        3 314 344         621 476       
  - Continuing operations                                        2 675 847       1 099 300       
  - Discontinued operations                                        638 497        (477 824)      
  - Non-controlling interests                                      245 595        (936 976)      
  - Continuing operations                                          228 087          (3 442)      
  - Discontinued operations                                         17 508        (933 534)      
                                                                                                                                        

  Consolidated statements of financial position                                               
                                                                   Audited         Audited       
                                                                 31 August       31 August       
                                                                      2013            2012       
                                                                     R000           R000       
  ASSETS                                                                                         
  Non-current assets                                            42 796 057      43 376 376       
  Investment properties                                         32 812 494      29 735 776       
  - Fair value of investment properties for                                  
  accounting purposes                                           30 687 910      28 754 581       
  - Straight-line rental income accrual                          1 089 942         651 223       
  - Properties under development                                 1 034 642         329 972       
  Listed securities                                              2 050 203       5 341 485       
  Goodwill                                                       3 647 251       2 753 971       
  Intangible assets                                              1 616 871       1 905 363       
  Interest in associates and joint ventures                      1 654 067       1 963 050       
  Loans receivable                                                 837 742       1 527 301       
  Other financial assets                                            78 236           5 349       
  Guarantee fees receivable                                         50 000          50 000       
  Property, plant and equipment                                     49 193          94 081       
  Current assets                                                   997 895       1 245 426       
  Properties held-for-trading                                       23 949          25 833       
  Trade and other receivables                                      453 483         678 791       
  Guarantee fees receivable                                              -          21 349       
  Loans receivable                                                 113 504          12 546       
  Listed security income receivable                                 48 051         155 574       
  Cash and cash equivalents                                        358 908         351 333       
  Non-current assets held-for-sale                               5 087 645       2 134 453       
  Total assets                                                  48 881 597      46 756 255       
  EQUITY AND LIABILITIES                                                                         
  Shareholders interest                                        19 833 320      15 250 599       
  Stated capital                                                12 979 046      11 660 936       
  Reserves                                                       6 854 274       3 589 663       
  Non-current liabilities- debenture capital                     5 085 419       4 791 714       
  Linked unitholders interest                                   24 918 739      20 042 313       
  Non-controlling interests (NCI)                                4 240 603       1 301 316       
  Total unitholders interest                                    29 159 342      21 343 629       
  Non-current liabilities                                       13 525 562      15 259 932       
  Interest-bearing liabilities                                  12 873 367      12 648 732       
  Interest rate swaps                                               10 430         468 064       
  Other financial liabilities                                       52 241          62 767       
  Deferred taxation                                                589 524       2 080 369       
  Current liabilities                                            4 149 445       8 921 389       
  Trade and other payables                                         948 055         953 012       
  Interest-bearing liabilities                                   2 142 000       6 793 374       
  Interest rate swaps                                               16 165          72 046       
  Other financial liabilities                                       11 439          15 948       
  Provision                                                              -         161 769       
  Taxation payable                                                   6 390          28 078       
  Linked unitholders for distribution                            1 025 396         897 162       
  Non-current liabilities held-for-sale                          2 047 248       1 231 305       
  Total equity and liabilities                                  48 881 597      46 756 255       
  Net asset value per linked unit (excluding                                 
  deferred tax and NCI)(cents)                                      870,68          801,40       
  Net tangible asset value per linked unit                                   
  (excluding deferred tax and NCI)(cents)                           691,00          632,62       


  Consolidated statements of changes in equity                                   
                                                                   Audited         Audited   
                                                                 31 August       31 August   
                                                                      2013            2012   
                                                                     R000           R000   
  Opening balance                                               16 551 915      17 056 251   
  Issue of linked units                                          1 318 110         495 887   
  Effect on NCI from deemed disposal and dilution
  of interest in subsidiary                                     (1 177 188)              -   
  Unbundling                                                             -        (623 252)  
  Total comprehensive income/(loss) for the year                 3 559 939        (315 500)  
  Transactions with non-controlling interests                     (153 782)         11 763   
  Changes in ownership interests in subsidiaries                  (431 968)              -   
  Share-based payment reserve                                        5 822               -   
  NCI on acquisition of subsidiaries                             4 401 075         (73 234)  
  Total stated capital, reserves and non-controlling
  interests                                                     24 073 923      16 551 915   


  Abridged segmental analysis                                                                                
                                          Office         Retail     Industrial   Fountainhead          Total   
                                           R000          R000          R000          R000          R000   
  Year ended 31 August 2013                                                                                  
  Contractual rental income¥           1 200 156      1 026 981        437 024        488 810      3 152 971   
  Operating costs                       (247 058)      (242 101)       (44 994)       (99 687)      (633 840)   
  Net property income                    953 098        784 880        392 030        389 123      2 519 131   
  Investment property portfolio#       7 212 356      9 177 965      4 282 406     11 105 125     31 777 852                                                                               
  Year ended 31 August 2012                                                                                  
  Contractual rental income¥           1 220 335        907 009        364 405              -      2 491 749   
  Operating costs                       (281 556)      (198 374)       (76 112)             -       (556 042)   
  Net property income                    938 779        708 635        288 293              -      1 935 707   
  Investment property portfolio#       9 522 696      7 602 649      3 953 621              -     21 078 966*                                                                              
  ¥Excluding straight-line rental income accrual.                                                                                
  #Excluding properties held for development, held-for-sale and trading.                                                                                
  *Excludes RINs investment property portfolio of R8,3 billion.                                                                                


  Distributable income analysis                                                                                                                 
                                                            Redefine    Fountainhead    International          Total    
                                                               R000           R000            R000          R000   
  Net property income (excluding straight-line 
  rental accrual)                                          2 130 008         389 123                -      2 519 131   
  Listed security income                                     322 612               -                -        322 612   
  Trading income                                               3 807               -                -          3 807   
  Fee income                                                 114 926               -                -        114 926   
  Total revenue                                            2 571 353         389 123                -      2 960 476   
  Administration costs                                      (146 022)        (29 987)               -       (176 009)  
  Interest in associates (excluding fair value
  adjustments)                                                     -               -          142 849        142 849   
  Realised foreign exchange gains                                  -               -            4 273          4 273   
  Net interest                                              (769 349)        (81 367)               -       (850 716)  
  Net distributable profit before taxation from
  continuing operations                                    1 655 982         277 769          147 122      2 080 873   
  Taxation                                                    (3 275)              -                -         (3 275)  
  Net profit from continuing operations before 
  distributable adjustments                                1 652 707         277 769          147 122      2 077 598   
  Net profit from discontinued operations before 
  distributable adjustments                                        -               -           36 621         36 621   
  Net profit from operations before distributable
  adjustments                                              1 652 707         277 769          183 743      2 114 219   
  Non controlling interest (excluding fair value 
  adjustments)                                                     -        (139 818)          (9 285)      (149 103)  
                                                           1 652 707         137 951          174 458      1 965 116   
  Distribution adjustments:                                             
  Align consolidated foreign profits with 
  anticipated dividends                                            -               -           47 589         47 589                                                                                                                                           
  Distributable income                                     1 652 707         137 951          222 047      2 012 705   


  Distributable income reconciliation                                                                                                    
                                                                   Audited         Audited   
                                                                 31 August       31 August   
                                                                      2013            2012   
                                                                     R000           R000   
  Profit for the year attributable to Redefine
  shareholders                                                   3 619 654         342 079   
  Changes in fair values of properties (net of
  deferred taxation)                                            (2 024 718)      1 249 136   
  Profit on deemed disposal of subsidiary                         (898 651)              -   
  Capital gains tax paid                                            64 542          35 206   
  Headline profit attributable to Redefine 
  shareholders                                                     760 827       1 626 421   
  Debenture interest                                             2 012 705       1 742 715   
  Headline earnings attributable to Redefine 
  linked unitholders                                             2 773 532       3 369 136   
  Changes in fair values of listed securities 
  and financial instruments (net of deferred taxation)            (718 943)       (985 969)   
  Fair value interest adjustment                                         -         365 584   
  Amortisation of intangibles (net of deferred taxation)            45 256          83 505   
  Alignment of consolidated foreign profits with 
  anticipated distributions                                         47 589           8 781   
  Straight-line rental income accrual                              (67 644)         42 876   
  Unrealised foreign exchange                                       85 552          36 656   
  Fair value adjustments of associates and NCI                    (164 203)     (1 163 292)   
  Fee income from foreign subsidiary                                     -           8 312   
  Capital write offs included in administration costs                    -         (22 874)   
  Pre-acquisition income on listed securities                       11 566               -   
  Distributable income                                           2 012 705       1 742 715   
  Six months ended 28 February                                     987 309         845 553   
  Six months ended 31 August                                     1 025 396         897 162   
  Total distributions                                            2 012 705       1 742 715   
  Actual number of linked units in issue (000)*                  2 929 702       2 760 497   
  Weighted number of linked units in issue (000)*                2 824 980       2 694 914   
  Earnings and diluted^ per linked unit (cents)                     199,38           77,36   
  - continuing operations per linked units (cents)                  166,60          105,46   
  - discontinued operations per linked units (cents)                 32,78          (28,10)  
  Headline earnings and diluted^ headline earnings
  per linked unit (cents)                                            98,18          125,02   
  - continuing operations per linked units (cents)                   97,21          153,12   
  - discontinued operations per linked units (cents)                  0,97          (28,10)  
  Distribution per linked unit (cents)                               68,70           64,00   
  *Excludes 5 876 766 treasury units.                                                                                                    
  ^No dilutionary instruments in issue.                                                                                                  


  Abridged consolidated statements of cash flow                                                                     
                                                                   Audited         Audited   
                                                                 31 August       31 August   
                                                                      2013            2012   
                                                                     R000           R000   
  Cash generated from continuing operations                      2 790 761       2 559 971   
  Net interest                                                    (923 410)       (709 064)  
  Linked unit distributions paid                                (1 884 471)     (1 838 742)  
  Payments to non-controlling interests                           (303 582)              -   
  Net cash (outflow)/inflow from operating                                    
  activities- continuing operations                               (320 702)         12 165   
  Net cash inflow/(outflow) from operating                                    
  activities- discontinued operations                               14 523        (198 584)  
  Net cash outflow from operating activities                      (306 179)       (186 419)  
  Net cash outflow from investing activities                    (5 209 623)     (2 590 345)  
  Net cash outflow from investing activities -                                
  continuing operations                                         (4 810 258)     (2 316 928)  
  Net cash outflow from investing activities -                                
  discontinued operations                                         (399 365)       (273 417)  
  Net cash inflow from financing activities                      5 504 581       2 393 403   
  Net cash inflow from financing activities -                                 
  continuing operations                                          5 500 030       2 300 853   
  Net cash inflow from financing activities -                                 
  discontinued operations                                            4 551          92 550                                                                                          
  Net movement in cash and cash equivalents                        (11 221)       (383 361)  
  Cash and cash equivalents at beginning of year                   351 333         660 148   
  Translation effects on cash and cash                                        
  equivalents of foreign operations                                 18 796          74 546   
  Cash and cash equivalents at end of year                         358 908         351 333   



Commentary 
Profile
Redefine, capitalised on the Johannesburg Stock Exchange (JSE) at R30 billion, is a diversified property company
actively managing R41 billion in assets. As at 31 August 2013, directly held properties were valued at R24 billion, while
Fountainhead Property Trust (Fountainhead), in which Redefine has a 49,7% interest, has an R11 billion property portfolio.
Redefine also has a R6 billion listed property securities portfolio (including those held for sale), which provides
international diversification through a 32,3% direct interest in Redefine International P.L.C. (RI PLC) listed on both the
London Stock Exchange and JSE. The group has a material investment in the Australian property market through a direct
holding of 12,4% in Cromwell Property Group (Cromwell), which is listed on the Australian Stock Exchange- and an indirect
holding of a further 13,7% through RI PLC. 

Redefines primary objective is to achieve sustained income growth for investors. Redefine actively pursues revenue
enhancing opportunities to secure the potential for long-term capital appreciation for unitholders.

Financial results
Redefine has declared a distribution of 35,0 cents per linked unit for the six months ended 31 August 2013, which is
7,7% ahead of the comparable period. The total distribution of 68,7 cents per linked unit in 2013 (2012: 64 cents) is
ahead of market guidance, and shows year-on-year growth of 7,3%. In Rand terms, distributable income grew by 15,5%. Results
for the year reflect considerable changes as a result of corporate activity, namely the deemed disposal of Redefine
Properties International Limited (RIN) which has resulted in the change in accounting treatment of RIN from that of a
consolidated subsidiary to an equity accounted associate, the consolidation of Fountainhead from 27 March 2013 following
Redefines acquisition of a controlling interest, as well as the transfer of Redefine International Fund Managers (RIFM) to
held-for-sale in anticipation of its sale to RI PLC, which in turn would be a precursor for RI PLC should it convert to
a United Kingdom REIT. Consequently, the financial results are not directly comparable to the prior year. A detailed
explanation of these changes has been set out in the Group Results presentation, which is available on the Redefine
website.
 
Contractual rental income for the year comprised 89% (2012: 81%) of total revenue, income from listed securities 9%
(2012: 17%), and trading and fee income 2% (2012: 2%).
 
Operating costs represent 20% of total revenue (2012: 23,7%) due to a strict focus on costs and the internalisation of
electricity recoveries. 

The local operations contributed 89% (2012: 90%) to distributable income.

Changes in fair values
The groups property portfolio was independently valued at 31 August 2013 resulting in a net increase in value of R834
million.  The investment in listed securities increased in value by R72 million during the year. The balance of R463
million mainly relates to the mark to market of the groups interest rate swaps, which protect the group against adverse
interest rate movements.

Letting activity: During the year, leases covering 720 769 m2 were renewed at an average rental increase of 6%. A
further 233 233 m2 was let across the portfolio and together with vacates, vacancies decreased by 0,5% to 5,3% after
adjusting for developments/unlettable space. Vacancies are set out below as a percentage of gross lettable area (GLA):

                 2013   2012    
  Office         8,6%   7,2%    
  Retail         3,6%   5,4%    
  Industrial     3,7%   4,3%    
  Total          5,3%   5,7%    

Arrears amounted to R46 million at year end (2012: R39 million) against which a provision for possible bad debts of
R21 million (2012: R14 million) is held. Amounts due by Government total R17 million (2012: R7 million). Most of the
growth in arrears is due to the internalisation of electricity recoveries.

Redefine's Property portfolio strategy
Redefine has made significant progress in implementing its strategy of repositioning and improving the quality of the
core property portfolio and in the process,  the average value per property is now approaching R100 million- compared
with R80 million previously. The emphasis in acquisitions, wherever possible, is to secure fully repairing leases with
blue chip tenants. 

Acquisitions: Four properties, with a GLA of 45 426 m², were acquired and transferred during the year for an aggregate
purchase consideration of R1,3 billion at an initial yield of 7,2%. In addition and subject to the usual conditions
precedent, agreements have been concluded for the acquisition of properties for an aggregate consideration of R3,4 billion
at an initial yield of 7,8% and GLA of 188 194 m². Committed new development projects covering 130 766 m2 of GLA with an
approved value of R2,6 billion at an average yield of 8%, are presently in progress, with a pre-let factor in excess of
50%. Redevelopment projects of the existing portfolio with an approved value of R619 million at an average yield of 9%
are also in progress.

Disposals: During the year, 16 properties with a GLA of 72 706 m², no longer meeting Redefines investment criteria,
were sold to various buyers for an aggregate consideration of R366 million at an average yield of 10,8%. Agreements for
an aggregate consideration of R216 million with a GLA of 35 113 m², were concluded for the disposal of properties, which
are subject to the usual conditions precedent.

Government tenanted office portfolio: Negotiations are at an advanced stage for the disposal of 26 government tenanted
office properties valued at R2,2 billion through a new listing. These properties are included in non-current assets
held-for-sale.

Fountainhead: Effective 27 March 2013, Redefine acquired 529,7 million Fountainhead units, representing 45,6% of the
units in issue. The Fountainhead units were acquired for an aggregate consideration of R4,6 billion, settled by way of
Hyprop units, cash and Redefine units. Subsequent to the business combination date, Redefine acquired an additional 47,7
million Fountainhead units for an aggregate consideration of R376 million, settled in cash. The additional units
purchased increased Redefines holding to 49,7% of the total Fountainhead units in issue. The acquired controlling interest
contributed revenues of R488 million and net profit after tax of R437 million to the group for the five months since the 
acquisition. These amounts have been calculated using the groups accounting policies. If the controlling interest had been  
acquired on 1 September 2012, the revenue and profit after tax from this business would have been R541 million and R381 million 
respectively. Subsequent to the year end, Redefine has acquired additional Fountainhead units in exchange for Hyprop units and 
now holds 61,7% of Fountainheads units in issue.

  Details of the net assets acquired and goodwill are as follows:                                                                                                                        
                                                                          R000   
  Purchase consideration                                              4 582 417
  
  The assets and liabilities as at 27 March 2013 arising from
  the acquisition are as follows :                           
                                                                     Fair value   
                                                                          R000   
  Investment property                                                10 972 389   
  Cash and cash equivalents                                             342 302   
  Trade and other receivables**                                          91 250   
  Trade and other payables                                             (144 368)  
  Interest-bearing liabilities                                       (2 867 777)  
  Linked unitholders for distribution                                  (303 584)  
  Fair value of net assets                                            8 090 212   
  NCI acquired                                                      (4 401 075)   
  Goodwill*                                                             893 280   
  Total consideration paid on acquisition                             4 582 417   
  Purchase consideration:                                             4 582 417   
  - Settled in cash                                                     501 645   
  - Settled in Redefine units                                           854 430   
  - Settled in Hyprop units                                           3 165 013   
  - Fair value of existing interest in Fountainhead                      61 329   
  Cash and cash equivalents in subsidiary acquired                     (342 302)  
  Cash outflow on acquisition                                           159 343   
   *The goodwill arises as a result of the expected synergies from the acquisition.                                                                                                      
  **Gross contractual amounts receivable are R100,6 million. The groups best 
    estimate of the contractual cash flow not expected to be collected is R9,4 million.                       


Electricity recovery business: On 14 April 2013, Redefine acquired an electricity recovery business. The acquired
business contributed revenues of R152 million and net profit after tax of R17 million to the group for the four and a half
months since the acquisition. These amounts have been calculated using the groups accounting policies. If the business
had been acquired on 1 September 2012, the revenue and profit after tax from the business would have been R405 million
and R44 million respectively. As the purchase price adjustment account has not yet been finalised, a detailed assessment
of the identifiable assets and liabilities acquired and their respective fair values had not yet been completed at year
end. The purchase consideration has been provisionally allocated to intangible assets. Once the detailed assessment is
completed, the required adjustments will be processed. The purchase consideration was R270 million, settled in cash. 

Listed securities portfolio
The listed securities portfolio comprises:
                                                  2013                           2012                        
                                            Value   Interest held         Value   Interest held    
                                            R000               %         R000               %                
 Arrowhead Properties Limited- A units      9 491             0,7        27 286             3,0              
 Arrowhead Properties Limited- B units      9 308             0,7        23 772             3,0              
 Cromwell Property Group                2 031 404            12,4             -               -                
 Hyprop Investments Limited*            1 912 567            11,4     5 287 983            30,4             
                                        3 962 770                     5 339 041               
 *The entire shareholding is classified as held-for-sale.                                                                  


Cromwell: Redefines direct investment in Cromwell was previously treated as an associate, but is now included in
listed securities following the deconsolidation of RIN. 

Hyprop: Consistent with the companys stated objective of disposing of this holding, the interest in Hyprop was
reduced from 30% to 11%.  Subsequent to 31 August 2013, a further 15,4 million Hyprop units were swapped for Fountainhead
units, reducing the remaining holding to 5,1% of the Hyprop units in issue, which are classified as non-current assets held
for sale.

Interest in associates 
RI PLC: At 31 August 2013, Redefine held a 49,3% interest in RIN, which in turn had a 65,5% holding in RI PLC,
translating into Redefines effective interest of 32,3% in RI PLC. Subsequent to the year end, RI PLC undertook a capital raise
and Redefine also acquired 36,5 million RI PLC shares (in terms of a put option), which in both cases resulted in the
issue of additional shares. As a result, RINs holding in RI PLC was reduced to 61,8% and Redefine acquired a direct
holding of 3,5%, converting its effective interest in RI PLC to 33%.
 
To remove inefficiencies at various levels in the RIN group structure, RINs unitholders approved the distribution of
the RI PLC shares held by RIN at a general meeting held on 18 October 2013. Following the secondary listing on the JSE
on 28 October 2013 of RI PLC, RIN will distribute (unbundle) all of the RI PLC shares it holds. As a consequence, RIN
will delist from the JSE and will commence the process of winding up. Redefine will now have a direct interest in RI PLC.

Distribution adjustment: It is Redefines policy to distribute its share of income from international investments to
the extent of dividends received. Accordingly, an adjustment has been made to the companys distributable earnings for
the year to equate the equity accounted results from its international investments for the period to the anticipated
dividends.

Funding
Redefines group borrowings of R17 billion at 31 August 2013 comprised borrowings of R14 billion by Redefine and R3
billion by Fountainhead. Redefines debt represented 40% of the value of its property and listed securities portfolio.
Redefines average cost of funding is 8,0% (August 2012: 8,9%)- interest rates are fixed on 66% of borrowings for an
average period of four years. Redefine continues to grow its presence in the debt capital market, having raised R1,5 billion
during March 2013 at favourable interest rates.

During the year, Redefine issued 90,8 million linked units for the acquisition of Fountainhead units and as part of an
accelerated bookbuild, a further 78,4 million linked units were issued, taking the total number of linked units,
ranking for distribution to 2 929 701 503 excluding treasury holdings. At a general meeting on 19 July 2013, 5% of Redefines
unissued but authorised shares were placed under the control of the directors, subject to a discount limitation, to fund
the acquisition of property assets and authority was granted to the directors to issue linked units, pursuant to a
rights offer up to R2 billion, subject to a discount limitation. During the first week of September 2013, Redefine launched
an American Depositary Receipt Programme, which trades under the symbol REDPY- this is designed to make investing
into Redefine more accessible to international investors.

Moodys credit rating:
The rating was refreshed on 5 August 2013 and remains unchanged as follows:
Global long term Baa3
Global short term P-3
National long term A3.za
National short term P-2.za

Conversion to a real estate investment trust (REIT)
Redefine has been granted REIT status with effect from 1 September 2013. The Income Tax Act, as currently drafted,
exempts directly held property assets, listed REIT securities, qualifying REIT subsidiaries and jointly controlled
properties from Capital Gains Tax. Deferred Taxation, as a consequence, has been reduced by R1,5 billion.
To ensure compliance with legislation, Redefine is in the process of reviewing simplification of its linked unit
capital structure.

Contingencies and commitments
At 31 August 2013, Redefine had guarantees and suretyships in respect of its BEE initiatives and subsidiaries
amounting to R272 million (2012: R381 million). Redefine has capital commitments outstanding amounting to R3,1 billion (2012:
R955 million), committed  property acquisitions of R2,4 billion (2012: R1,3 billion) and R242 million in respect of the RI
PLC put option outlined above.

Changes to the board
Greg Heron (independent non-executive) resigned from the Board with effect from 3 May 2013 to avoid possible conflicts
of interest which might arise as a result of his assuming an executive role with another organisation. Günter Steffens
(independent non-executive) and Mike Ruttell (executive) were appointed to the Board on 1 September 2013. Robert
Robinson (independent non-executive) has been appointed to the Board with immediate effect.

Prospects
A subdued trading environment, disproportionate increases in rates and taxes and continued financial market volatility
are recurring themes for the coming financial year. Notwithstanding these challenges,  Redefine is well focused on
managing the variables within its control and the restructured property asset base is strongly positioned to absorb
continued improvement of the portfolio without materially diluting income. Accordingly, Redefine anticipates growth in
distributable income per linked unit for 2014 at a rate similar to that achieved in the previous year. This forecast has not been
reviewed or reported on by the groups independent external auditors.

The forecast is predicated on the assumption that the current trading conditions will prevail. Forecast rental income
is based on contractual terms and anticipated market related renewals.

Debenture interest distribution
Unitholders are advised that interest distribution number 49 of 35 cents per linked unit has been declared for the six
months ended 31 August 2013. This distribution is not subject to dividends witholding tax.
The distribution is payable to Redefine linked unitholders in accordance with the abbreviated timetable set out below:

Last day to trade cum interest distribution        Friday, 15 November 2013   
Linked units trade ex interest distribution        Monday, 18 November 2013   
Record date                                          Friday, 22 November 2013   
Payment date                                         Monday, 25 November 2013   

There may be no dematerialisation or rematerialisation of linked units between Monday, 18 November 2013 and Friday, 22
November 2013, both days inclusive.

Basis of preparation
The results for the year ended 31 August 2013 have been audited by the groups independent external auditors Grant
Thornton (Jhb) Inc. The unqualified audit opinion is available for inspection at the companys registered office. These
results have been prepared in accordance with International Financial Reporting Standards, IAS 34- Interim Financial
Reporting, SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, JSE Listings Requirements and
the requirements of the South African Companies Act, 2008 (as amended).The accounting policies adopted in the preparation
of these audited results are consistent with those applied in the preparation of the financial statements for the year
ended 31 August 2012. The prior years statements of comprehensive income, cash flows and segmental analysis have been
re-presented to reflect the deconsolidation of RIN and the treatment of RIFM as a discontinued operation in terms of 
IFRS 5. 

These financial results have been prepared under the supervision of Andrew Konig (CA) SA, the financial director of
the group.

By order of the Board
Redefine Properties Limited

31 October 2013

Directors: D Gihwala (Chairman), M Wainer* (CEO), M K Khumalo,  A J Konig* (FD), H K Mehta, B Nackan, D Perton, 
R W Rees, D H Rice* (COO), R Robinson, M J Ruttell*@, G Z Steffens#         
*Executive  British  @Irish  #German

Registered office: 3rd Floor, Redefine Place, 2 Arnold Road, Rosebank, 2196. 
(PO Box 1731, Parklands, 2121)

Transfer secretaries: Computershare Investor Services (Pty) Ltd

Sponsor: Java Capital

Company secretary: Probity Business Services (Pty) Ltd

www.redefine.co.za

Date: 31/10/2013 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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