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ACUCAP PROPERTIES LIMITED - Summarised Reviewed Group Results and Interim Distribution for the six months ended 30 September 2013

Release Date: 14/11/2013 08:51
Code(s): ACP     PDF:  
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Summarised Reviewed Group Results and Interim Distribution for the six months ended 30 September 2013

ACUCAP PROPERTIES LIMITED
(Reg No. 2001/021725/06)
(Incorporated on 12 September 2001)
("Acucap" or "the Company")
Share Code: ACP
ISIN: ZAE000037651
(Granted REIT status by the JSE, effective 1 April 2013)

SUMMARISED REVIEWED GROUP RESULTS AND DECLARATION OF THE INTERIM DISTRIBUTION FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

The directors of Acucap submit their report on the reviewed results of the company for the six months ended 30 September 2013.

Condensed consolidated statement of financial position at 30 September 2013

                                                              30 September 2013   31 March 2013   30 September 2012   
                                                                       Reviewed         Audited           Unaudited   
                                                                          R'000           R'000               R'000   
Assets                                                                                                                
Property Assets                                                       8 423 853       7 948 485           7 505 758   
Investment properties                                                 7 777 850       7 452 230           6 978 210   
Non-current receivable                                                   83 885          83 395              83 318   
Current receivable                                                       31 367          30 033              28 964   
Investment properties and related receivables                         7 893 102       7 565 658           7 090 492   
Investment properties held for sale and related receivables              37 350               -              90 400   
Investment properties under development                                 429 965         319 555             259 565   
Owner-occupied property                                                   8 683           8 920               9 158   
Property development inventory                                           54 753          54 352              56 143   

Other non-current assets                                              2 728 645       2 172 406           1 808 175   
Loans in respect of unit purchase scheme                                389 587         390 771             320 670   
Equipment                                                                 1 644           1 400               1 392   
Listed investments                                                            -       1 356 789           1 119 851   
Interest in associate                                                 1 792 451               -                   -   
Interest in joint venture                                               260 637         153 078              40 203   
Intangible assets and goodwill                                          245 109         256 934             269 714   
Financial instruments                                                    39 217               -                   -   
Deferred tax assets                                                           -          13 434              56 345   

Other current assets                                                    247 690         227 772             262 680   
Trade and other receivables                                             232 662         203 511             237 680   
Tax receivable                                                              839           1 265                 691   
Cash and cash equivalents                                                14 189          22 996              24 309   

Total assets                                                         11 400 188      10 348 663           9 576 613   

Equity and liabilities                                                                                                
Shareholders' interest                                                5 094 185       4 856 731           3 874 039   
Share capital and share premium                                       2 212 903       2 212 903           2 157 107   
Non-distributable reserve                                             3 193 461       3 020 133           2 070 296   
Accumulated loss                                                      (312 179)       (376 305)           (353 364)   

Non-current liabilities                                               5 295 629       4 666 723           4 962 705   
Debentures                                                            1 749 150       1 749 150           1 733 036   
Financial liabilities                                                 3 339 380       2 633 303           2 515 250   
BEE instrument                                                          179 015         220 519             188 119   
Financial instruments                                                         -          47 981              62 531   
Deferred tax liabilities                                                 28 084          15 770             463 769   
Current liabilities                                                   1 010 374         825 209             739 869   
Trade and other payables                                                127 865         127 834             125 142   
Financial liabilities                                                   602 557         423 849             352 777   
Debenture interest payable                                              279 952         273 526             261 950   

Total equity and liabilities                                         11 400 188      10 348 663           9 576 613   

Condensed consolidated statement of profit or loss and other comprehensive income                                                                     
for the 6 months ended 30 September 2013                                                                                                              
                                                                                               6 months ended        Year ended      6 months ended   
                                                                                            30 September 2013     31 March 2013   30 September 2012   
                                                                                                     Reviewed           Audited           Unaudited   
                                                                                                        R'000             R'000               R'000   
Revenue                                                                                               330 082           650 790             323 290   
- Contractual                                                                                         328 243           644 410             315 043   
- Straight lining                                                                                       1 839             6 380               8 247   

Net operating expenses                                                                               (26 013)          (39 604)            (12 995)   
Loss on disposal of investment properties                                                                   -             (962)               (295)   
Amortisation of intangible assets                                                                    (11 825)          (25 559)            (12 780)   

Profit before fair value adjustments,                                                                                                                 
interest and taxation                                                                                 292 244           584 665             297 220   

Fair value gain/(loss) on investment properties                                                       234 133           441 276            (10 006)   
Fair value gain/(loss) on BEE instrument                                                               41 504          (82 745)            (50 345)   

Profit before interest and taxation                                                                   567 881           943 196             236 869   

Interest income                                                                                        55 128           126 429              58 859   

Interest expense                                                                                                                                      
- Debenture holders  interim                                                                       (279 952)         (261 950)           (261 950)   
- Debenture holders  final                                                                                 -         (273 526)                   -   
- Financial institutions and other                                                                  (104 593)         (195 893)           (102 501)   
Share of profit of equity accounted investee                                                          (2 409)            18 701                 112   
Share of profit of equity accounted associate                                                          68 082                 -                   -   

Profit/(loss) before taxation                                                                         304 137           356 957            (68 611)   

Taxation                                                                                              (4 039)           375 742                5 841   

Profit/(loss) for the period                                                                          300 098           732 699            (62 770)   

Other comprehensive income                                                                                                                            
Net change in fair value of listed investments, net of taxation *                                    (77 898)           182 433              61 483   
Net change in fair value of cash flow hedge, net of taxation *                                         15 254          (49 085)            (59 562)   
Other comprehensive income for the period, net of taxation                                           (62 644)           133 348               1 921   

Total comprehensive income for the period                                                             237 454           866 047            (60 849)   

*   These fair value movements through other comprehensive income may be reclassified to profit and loss.                                         

Reconciliation of profit/(loss) for the period to headline earnings/(loss)                                                                          

Profit/(loss) for the period                                                                          300 098           732 699            (62 770)   

Fair value adjustment to investment properties                                                      (234 133)         (441 276)              10 006   
Loss on disposal of investment properties                                                                   -               962                 295   
Tax effects                                                                                                 -            (178)                (383)   
Headline earnings/(loss) - shares                                                                      65 965           292 207            (52 852)   

Interest paid to debenture holders                                                                    279 952           535 476             261 950   

Headline earnings - linked units                                                                      345 917           827 683             209 098   

                                                                                                        Cents             Cents               Cents   
Basic and diluted earnings/(loss) per share                                                            171.40            426.56             (37.04)   

Basic and diluted headline earnings per linked unit                                                    197.57            481.86              123.37   

Interest Distribution per linked unit                                                                  159.89            307.22              151.00   
- Interim                                                                                              159.89            151.00              151.00   
- Final                                                                                                     -            156.22                   -   

Condensed consolidated statement of changes in equity for the 6 months ended 30 September 2013                                                                  
     
                                                              
                                             Shares issued     Share       Share             Non   Accumulated       Total   
                                                             capital     Premium   Distributable          loss               
                                                                                         Reserve                             
                                                    Number     R'000       R'000           R'000         R'000       R'000   

Balance at 31 March 2012                       169 052 049       169   1 999 422       2 069 809     (292 028)   3 777 372   

Total comprehensive income for                                                                                               
the period                                                                                                                   
Loss for the period                                      -         -           -               -      (62 770)    (62 770)   
Other comprehensive income                                                                                                   
Net change in fair value of listed                                                                                           
investments                                              -         -           -          61 483             -      61 483   
Net change in fair value of cash flow                                                                                        
hedge recognised directly in equity                      -         -           -        (59 562)             -    (59 562)   
Total comprehensive income for                                                                                               
the period                                               -         -           -           1 921      (62 770)    (60 849)   

Transactions with owners,                                                                                                    
recorded directly in equity                                                                                                  
Issue of 4 425 040 shares in                                                                                                 
September 2012*                                  4 425 040         4     157 512               -             -     157 516   
Transfer to non-distributable                                                                                                
reserve                                                  -         -           -         (1 434)         1 434           -   
Total transactions with owners                   4 425 040         4     157 512         (1 434)         1 434     157 516   

Balance at 30 September 2012                   173 477 089       173   2 156 934       2 070 296     (353 364)   3 874 039   

Total comprehensive income for                                                                                               
the period                                                                                                                   
Profit for the period                                    -         -           -               -       795 469     795 469   
Other comprehensive income                                                                                                   
Net change in fair value of listed                                                                                           
investments                                              -         -           -         120 950             -     120 950   
Net change in fair value of cash flow                                                                                        
hedge recognised directly in equity                      -         -           -          10 477             -      10 477   
Total comprehensive income for                                                                                               
the period                                               -         -           -         131 427       795 469     926 896   

Transactions with owners,                                                                                                    
recorded directly in equity                                                                                                  
Issue of 1 613 000 shares in January                                                                                         
2013**                                           1 613 000         2      55 794               -             -      55 796   
Transfer to non-distributable                                                                                                
reserve                                                  -         -           -         818 410     (818 410)           -   
Total transactions with owners                   1 613 000         2      55 794         818 410    (818 410)      55 796   

Balance at 31 March 2013                       175 090 089       175   2 212 728       3 020 133    (376 305)   4 856 731   

Total comprehensive income for                                                                               
the period                                                                                                   
Profit for the period                                    -         -           -               -      300 098     300 098   
Other comprehensive income                                                                                   
Net change in fair value of listed                                                                           
investments                                              -         -           -        (77 898)            -    (77 898)   
Net change in fair value of cash flow                                                                        
hedge recognised directly in equity                      -         -           -          15 254            -      15 254   
Total comprehensive income for                                                                               
the period                                               -         -           -        (62 644)      300 098     237 454   
Transactions with owners,                                                                                    
recorded directly in equity                                                                                  
Transfer to non-distributable                                                                                
reserve                                                  -         -           -         235 972    (235 972)           -   
Total transactions with owners                           -         -           -         235 972    (235 972)           -   
Balance at 30 September 2013                   175 090 089       175   2 212 728       3 193 461    (312 179)   5 094 185   


* Acucap issued 4 425 040 linked units for cash on 13 September 2012 at an issue price of R 47.00 per linked unit, which included prepaid interest of   
R1.39 and the debenture portion of R9.99.             
                                                                                                              
** Acucap issued 1 613 000 linked units on 25 January 2013 to the Acucap Unit Purchase Trust at an issue   price of R 45.57 per linked unit, which   
included prepaid interest of R0.9429 and the debenture portion of R9.99.   
                                                                                        
Condensed consolidated statement of cash flows for the 6 months ended 30 September 2013                                                                                                                      
                                                                                                                           
                                                                                                6 months ended                year ended           6 months ended   
                                                                                             30 September 2013             31 March 2013        30 September 2012   
                                                                                                      Reviewed                   Audited                Unaudited   
                                                                                                         R'000                     R'000                    R'000   
Cash flows from operating activities                                                                                                                                
Cash generated by operations                                                                           304 884                   626 178                  285 879   
Changes in property development inventory                                                                (401)                     1 610                    (181)   
Income tax paid                                                                                        (2 280)                     (441)                        -   
Interest received                                                                                       55 128                   126 429                   58 859   
Interest paid                                                                                        (378 119)                 (706 890)                (351 548)   
Net cash (outflows)/ inflows from operating activities                                                (20 788)                    46 886                  (6 991)   
Cash outflows from investing activities                                                              (872 804)                 (473 794)                (157 569)   
Cash inflows from financing activities                                                                 884 785                   441 505                  180 470   
Net cash (outflows)/ inflows for the period                                                            (8 807)                    14 597                   15 910   
Cash and cash equivalents at beginning of period                                                        22 996                     8 399                    8 399   
Cash and cash equivalents at end of period                                                              14 189                    22 996                   24 309   


Condensed segmental results for the 6 months ended 30 September 2013                                                                                                          
                                                                                               
                                                                                                  6 months ended      6 months ended   
                                                                                               30 September 2013   30 September 2012   
                                                                                                        Reviewed           Unaudited   
                                                                                                           R'000               R'000   
Retail                                                                                            
Segment revenue (external customers)                                                                    233 408              226 605   
Net operating expenses                                                                                 (37 332)             (24 522)   
Fair value adjustment to investment properties                                                          192 334              (7 662)   
Loss on disposal of investment properties                                                                     -                (295)   
Segmental profit                                                                                        388 410              194 126   

Segmental property assets                                                                             5 843 608            5 136 678   

Offices 
Segment revenue (external customers)                                                                     85 516               87 372   
Net operating expenses                                                                                 (10 319)              (3 776)   
Fair value adjustment to investment properties                                                           41 029              (2 207)   
Segmental profit                                                                                        116 226               81 389   

Segmental property assets                                                                             1 973 059            1 828 682   

Industrial 
Segment revenue (external customers)                                                                      9 991                6 104   
Net operating expenses                                                                                    (541)                (189)   
Fair value adjustment to investment properties                                                              907                    -   
Segmental profit                                                                                         10 357                5 915   

Segmental property assets                                                                               427 447              308 653   

Storage 
Segment revenue (external customers)                                                                          -                2 882   
Net operating expenses                                                                                        -              (1 565)   
Segmental profit                                                                                              -                1 317   

Segmental property assets                                                                                     -              120 855   

Property development
Segment revenue (external customers)                                                                      1 167                  327   
Net operating expenses                                                                                  (1 084)                (895)   
Fair value adjustment to investment properties                                                            (137)                (137)   
Segmental loss                                                                                             (54)                (705)   
 
Segmental property assets                                                                               179 739              110 890   

Reconciliation to profit before interest and taxation for the period in the income statement                                           

Revenue                                                                                                 330 082              323 290   
Allocated operating expenses                                                                           (49 276)             (30 947)   
Unallocated operating expenses                                                                           23 263               17 952   
Loss on disposal of investment properties                                                                      -               (295)   
Amortisation of intangible assets                                                                      (11 825)             (12 780)   
Fair value adjustment to investment properties                                                          234 133             (10 006)   
Fair value adjustment to BEE instrument                                                                  41 504             (50 345)   
Profit before interest and taxation                                                                     567 881              236 869     
Total property assets                                                                                 8 423 853            7 505 758   

BASIS OF PREPARATION AND REVIEW OPINION

The condensed consolidated interim financial statements are prepared and presented in accordance with International Financial Reporting Standards, which include
International Accounting Standard (IAS) 34 Interim Financial Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the
requirements of the Companies Act of South Africa. The same accounting policies and methods of computation are followed in the interim financial report as compared to
the most recent annual financial statements except for the adoption of the newly effective standards as described below. The key estimates and assumptions used in the
interim financial statements are the same as the ones used in the annual financial statements. The condensed consolidated results have been prepared under the
supervision of the group's financial director, Baden Marlow.

The following standards are being applied for the first time as they became effective during the current period:

IFRS 10 - Consolidated Financial Statements

IFRS 11 - Joint Arrangements

IAS 28 (2011) - Investments in Associates and Joint Ventures

IFRS 12 - Disclosure of Interests in Other Entities

IFRS 13 - Fair value measurement

The condensed consolidated financial statements of Acucap Properties Ltd for the six months ended 30 September 2013 have been reviewed by the company's auditor,
KPMG Inc. In their review report dated 14 November 2013, which is available for inspection at the Company's Registered Office, KPMG Inc state that their review was
conducted in accordance with the International Standard on Review Engagements 2410, Review of Interim Information Performed by the Independent Auditor of the Entity,
and have expressed an unmodified conclusion on the condensed consolidated interim financial statements.

FAIR VALUE OF FINANCIAL INSTRUMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION

The group measures fair values using the following hierarchy that reflects the significance of the inputs used in making the measurements:

- Level 1: Quoted prices (unadjusted) in an active market for an identical instrument.

- Level 2: Valuation techniques based on observable inputs, either directly (ie. as prices) or indirectly (ie. derived from prices). This category includes instruments valued
using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active;
or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

- Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on
observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category also includes instruments that are valued based on
quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

The group uses widely recognised valuation models for determining the fair value of common and more simple financial instruments, like the interest rate swaps that
use only observable market data and require little management judgement and estimation. The availability of observable market prices and model inputs reduces the
need for management judgement and estimation and also reduces the uncertainty associated with determination of fair values.The interest rate swaps are valued using
the Mark to Market valuations, excluding transactions costs, as determined by Nedbank. In the previous financial period the units held by Acucap in Sycom Property
Fund were accounted for as an investment as Acucap did not have significant influence until the current period. The investment was valued at 30 September 2012 using
the closing price of Sycom's traded units. During the current period, the investment in Sycom has been accounted for as an interest in an associate and therefore is
excluded from the fair value hierarchy as below.
                                                                                                                                        
The table below analyses financial instruments carried at fair value, by valuation method.      
                                                                                
                                                                                Level 1                 Level 2                  Level 3                   Total   
30 September 2013                                                                                                                                                                              
Financial assets                                                                                                                                                                               
Interest rate swaps                                                                   -                  39 217                        -                  39 217   
30 September 2012                                                                                                                                                                              
Financial asset                                                                                                                                                                                
Listed investment in Sycom Property Fund                                      1 155 869                       -                        -               1 155 869   
Financial liability                                                                                                                                                                            
Interest rate swaps                                                                   -                (62 531)                        -                (62 531)   

INVESTMENT PROPERTY HELD FOR SALE

The following investment property has been classified as held for sale at 30 September 2013:
Tellumat Retreat (30% owned):
Acucap, together with the co-owners of the Tellumat Retreat building (jointly trading as The White Road Joint Venture), have concluded an agreement with Ingenuity
Property Investments Limited ("Ingenuity") in terms of which Ingenuity will acquire full ownership of the Tellumat Retreat Building from the White Road Joint Venture
for a total consideration of R124 500 000, of which Acucap's 30% share amounts to R37 350 000. The gain on remeasurement of the property to fair value at the
reporting date amounted to R1 588 318 and is disclosed within the fair value adjustment on investment properties caption on the statement of comprehensive income.
Tellumat Retreat is an Industrial asset for the purposes of the segmental reporting above. The sale will become effective on the transfer date which is expected on or
about 1 April 2014.

     COMMENTARY
1.   REVIEW OF RESULTS AND OPERATIONS

     Acucap's board is pleased to report a distribution of 159.89 cents per unit for the six months ended 30 September 2013, 5.9% higher than the same six month
     period last year and in line with guidance provided in respect of the full year to 31 March 2014.

     Retail portfolio

     Tenants in Acucap's core retail portfolio reported a 3.5% increase in their turnovers for the 6 months to 30 September 2013 compared to the same period in the
     previous year, in line with the general trend in South African retail sales growth.
                             
     Retail leases for 34,853m(2) were renewed or expired during the six month period under review at an average terminating rate of R131.16/m(2). Leases were signed
     over 39,009m(2) at an average rate of R136.08/m(2). The retention rate by income was 60% and these leases were renewed at rentals on average 14.3% higher than
     expiring rentals.

     Leases for 26,646m(2) will expire before the end of the 2014 financial year, at average rentals of R162.74/m(2), and are expected to be renewed at an average of
     R172.50/m(2). Vacancy rates remained low across Acucap's retail portfolio, decreasing from 1.8% at 31 March 2013 to 1.2% of retail Gross Lettable Area (GLA) at
     the end of September.

     Office portfolio

     The office market remained under pressure in the period under review, with vacancies increasing from 2% at 31 March 2013 to 4.8% at the end of September
     2013. Leases for 17,551 m(2) expired or were renewed early with average terminating net rentals of R144.85/m(2). Leases were signed for 14,525 m(2) of GLA at an
     average net rental of R122.76/m(2). The retention rate by income was 62% and these leases were renewed at rentals on average 5.4% lower than their expiring
     rentals. The planned vacancy of 2,300m(2) with the upgrading of 28 Fricker Road should reverse in 2014. Negotiations are in an advanced stage over 1,448m(2) of this
     space.

     Additional leases for only 5,808m(2) are due to expire in the remainder of the 2014 financial year at an average rental of R132.09/m(2), and most are expected
     to be renewed, at an average rental of R128.69, a negative reversion of 2.6%

     Debtors

     Debtors have been well managed, resulting in lower bad debt write-offs and impairment provisions during the six months under review compared to the prior
     reporting period. Net bad debts written off across the portfolio amounted to R596 652 and there were impairment provisions of R343 129, resulting in a total
     charge of R939 781 to the income statement compared to the net charge of R2.989m for the full year to 31 March 2013.

2.   PORTFOLIO INVESTMENT ACTIVITY

     Greenacres acquisition

     On 21 October 2013 Acucap announced the acquisition of a 50% undivided share in Greenacres Shopping Centre for R508m at an initial yield of 7.7%.
     The other 50% of Greenacres was acquired by Sycom. With a Gross Lettable Area (GLA) of 40,767m(2), Greenacres is one of three retail properties that
     together comprise a single combined shopping mall of 89,529m(2)GLA, the other two properties being The Bridge @ Greenacres (44,062m(2)GLA) in which
                                                                                                
     Acucap owns 27.5% and a stand-alone Woolworths store that is owned by Woolworths (4,700m(2)GLA).

     Good trading density, supported by over one million shoppers per month, has resulted in strong interest from all the major fashion retailers at
     Greenacres to either expand their stores or introduce new brands. Plans will also be developed to upgrade the mall and offer a contemporary, easier
     and more pleasant shopping experience and the intention is to implement these plans as soon as possible after transfer of the property.

     Acucap intends to fund the acquisition by a vendor placement of linked units.

     Helderberg Hyper

     The centre is scheduled to open for trade on 24 April 2014. The total estimated capital cost is R210m with a first year yield of 8.6%. The centre is 80% pre-let and
     comprises 24,000m(2) of GLA anchored by Checkers Hyper, House and Home and Stor-age.

     WaterCrest Mall
                                                                                                                                               
     The successful relocation and opening of a new Super Spar was completed at end October 2013. The remainder of the 43,500m(2) regional shopping centre is
     under construction and scheduled to open on 23 April 2015. The long awaited dual lane upgrade of Inanda Road supporting the development is under
     construction and will be complete before the shopping centre opens for trade. The total estimated capital cost is R670m with an expected first year yield of 8.3%.
     Acucap holds a 50% share in the shopping centre with the Rowles Group which holds the remaining 50%. The centre is anchored by Spar, Woolworths, Checkers,
     Game, Ster Kinekor and Edgars and is 75% pre-let.

     Golf Park

     A 10 year lease has been finalised with RCS Cards (Pty) Ltd for the development of a new building measuring 6,900m(2) of GLA with the option of an additional
     annex of 1,500m(2) GLA. The development will allow for a strategic upgrade of the balance of the park as well as the precinct as a whole.
     The total capital cost of the project, including land and finance costs, is R117m with an anticipated initial yield of 8%. The anticipated completion date is October
     2014.

     Albion Spring

     The Albion Spring is one of Acucap's older office parks, occupying a prime location in Rondebosch. On expiry of the current leases in November 2013, it will
     be fully redeveloped into a modern, premium grade office park. During the redevelopment, which is expected to be complete by December 2014, vacancies
     will increase by a planned 2,800m(2).

     N1 Business Park, Midrand

     The development of this prime industrial park has continued in line with expectations. Demand remains good and rentals firm. The current developed GLA
     amounts to approximately 64 000m(2) and the net yield on completed developments is 11.12%. The available bulk remaining for development is approximately
     36 000m(2).

     Montague Park, Montague Gardens

     Montague Park has established itself as a prime industrial node within the greater Cape Town precinct. Demand remains good and rentals have shown resilience.
     The current total GLA amounts to approximately 43 000m(2) at a net yield of 9.15%. The park still has undeveloped bulk rights for a further 121 000m(2) of GLA.

3.   PORTFOLIO RECAPITALISATION ACTIVITY

     Key West Shopping Centre

     The introduction of a food court as well as the expansion of the new waterfront entertainment area has been successfully completed. The final phase of the
     redevelopment is in progress and includes the relocation of the Virgin Active Gym, and the introduction of a banking hall into which all of the banks will be
     relocated, freeing up valuable space in the fashion mall. In total, approximately 7,500m(2) of additional retail space will be added in this phase, along with
     additional parking. It is scheduled for completion by early 2015, and reflects an initial yield of 7.5%.

4.   SYCOM

     A transaction with Hyprop Investments was successfully concluded with an effective date of 1 October 2013, in terms of which Somerset Mall was transferred to
     Hyprop in exchange for the tendering of 81.5m units in Sycom. These units have been cancelled, with the result that Hyprop's interest in Sycom reduces to1.4%
     and Acucap's holding increases to 33.5%.

5.   SELF-STORAGE JOINT VENTURE

     There was pleasing progress in the growth of this business, which now comprises 33 sites that are complete, under construction or in the pre-construction
     plan approval phase. Work has commenced on a separate listing of the self-storage business in the next 18 to 24 months, and unless there are material
     adverse changes in market conditions, the joint venture partners would expect to come to the market with a listing portfolio of between R1bn and R1.5bn
     in value. There are significant growth prospects for the self-storage asset class before it begins to approach the maturity levels of the US, Australian and
     European markets

6.   FINANCIAL LIABILITIES

The tables below reflect Acucap's gearing ratio and interest rate hedging profile.

                                                          R'000   
Financial liabilities at 30 September 2013            3 339 380   
Financial liabilities in current liabilities            602 557   
Net Financial liabilities                             3 941 937   
BEE loan                                               (183 737)   
Adjusted Financial liabilities                        3 758 200   
Property Assets at 30 September 2013                  8 423 853   
Investments                                           2 242 489   
Adjusted assets                                      10 666 342   
Loan to Value                                             35.2%   
Total SWAPS as % of adjusted Financial liabilities        68.4%   


Current swaps entered into                                               
                                     End   Effective rate   Amount R'm   
                               30-Sep-16            7.38%          100   
                               28-Sep-18            7.95%          100   
                                   Total            7.67%          200   
Forward starting swaps entered into 
                                
Start                                End   Effective rate   Amount R'm   
31-Mar-14                      31-Mar-17            7.69%          100   
31-Mar-14                      31-Mar-19            8.24%          100   
30-Sep-14                      30-Sep-17            8.01%          100   
30-Sep-14                      30-Sep-19            8.52%          100   
31-Mar-15                      31-Mar-18            7.84%          370   
30-Sep-15                      30-Sep-19            8.10%          300   
31-Mar-16                      31-Mar-19            9.44%          600   
30-Sep-15                      28-Sep-18            9.15%          300   
31-Mar-16                      31-Mar-20            9.65%          200   
31-Mar-16                      31-Mar-21            9.84%          200   
Total                                               8.81%        2 370   
TOTAL SWAPS                                         8.72%        2 570   


7.     HISTORICAL LEASE EXPIRIES OVER THE LAST 6 MONTHS

      The table below shows a summary of all leasing activity in the Acucap portfolio over the last six months.
                                                                                                                                        Average
                                    Expiries and        Average through                 Average             New leases and     through rent for                 Average
                               terminations (m(2))         rent at expiry    escalation rate at              renewals (m(2))         new leases     escalation rate for
                                                                 (R/m(2))                expiry                                          (R/m(2))            new leases
     Major retail                         19 096                 143.89                    8.1%                     22 127               150.17                    7.6%

     Other retail                         15 757                 115.72                    8.3%                     16 882               117.61                    7.9%

     Offices                              17 551                 144.85                    8.4%                     14 525               122.76                    7.5%

8.    FORWARD LEASE EXPIRIES

      Acucap's successful leasing activities have maintained its long-dated lease expiry profile, and the high level of contractual revenue will continue to underpin
      distribution growth.

              Total   Mar-14   Mar-15   Mar-16   Mar-17   Mar-18   thereafter   
Retail        69.7%     7.6%    16.9%    14.8%    11.6%     6.2%        12.6%   
Office        27.1%     2.4%     5.9%     7.8%     2.0%     5.3%         3.7%   
Industrial     3.2%     0.4%     0.4%     0.4%     0.3%     0.2%         1.5%   
Total        100.0%    10.4%    23.2%    23.0%    13.9%    11.7%        17.8%   

Total vacancies by income have increased marginally from 1.8% at the end of March 2013 to 2.1% at the end of September 2013.



9.   UNIT HOLDER SUMMARY                                                                                                                                        
A summary of Acucap's unit holder profile is set out below. Annualised trade in Acucap's linked units was 42.7% of the total number of units in issue   
showing an increase in liquidity from 31.2% in the year to March 2013.    
                                                                                      
                                                                                                                 Sept-13                               Mar-13   
Government Employees Pension Fund                                                                                  12.2%                                12.4%   
Directors and employees                                                                                             9.1%                                 9.1%   
Investec Asset Management/Wealth & Investment                                                                       6.6%                                 8.1%   
Stanlib Asset Management                                                                                            5.4%                                 7.3%   
Old Mutual Investment Group SA                                                                                      5.4%                                 6.1%   
Nedbank                                                                                                             5.0%                                 5.0%   
Thesele Group (Pty) Limited                                                                                         4.6%                                 4.6%   
                                                                                                                   48.3%                                52.6%   
Other shareholders                                                                                                 51.7%                                47.4%   
                                                                                                                  100.0%                               100.0%   
Number of unitholders                                                                                              5 676                                5 117   
Weighted average units                                                                                       183 511 083                          180 189 388   
Units traded                                                                                                  39 213 873                           56 204 370   

10.         PROSPECTS

The board maintains the guidance previously provided for full year distribution growth of between 5% and 6%. For the 2015 financial year, growth in excess
of 7% is expected.

The above information has not been reviewed or reported on by Acucap's auditors.

11.         PAYMENT OF DEBENTURE INTEREST

Notice is hereby given that a final distribution of 159.89 cents per linked unit has been approved in respect of the six month period ended 30 September
2013. The last date to trade the units cum distribution is Friday, 29 November 2013 and the record date will be Friday, 6 December 2013. The units will
start trading ex-distribution from Monday, 2 December 2013. Distributions will be made to unit holders on Monday 9 December 2013.

Unit certificates may not be dematerialised or rematerialised between Monday 2 December 2013 and Friday 6 December 2013 both days inclusive.

As Acucap has REIT status with the JSE, the distribution will be treated as taxable dividends in the hands of local tax residents and taxable dividends for
dividends tax purposes for foreign tax residents from 1 January 2014. This distribution relates to the financial year ending 31 March 2014.

On behalf of the Board

BS KANTOR                                                                                PA THEODOSIOU
Chairman                                                                                 Managing Director

14 November 2013

Registered Office
Suite A11 Westlake Square
Westlake Drive
Westlake
CAPE TOWN

Sponsor:
Absa Bank Limited (acting through its Corporate and Investment Banking division)

Transfer secretaries:
Computershare Investor Services Proprietary Limited
70 Marshall Street
JOHANNESBURG

http://www.acucap.co.za
info@acucap.co.za

Share Code: ACP                                                                                                                                                            
ISIN : ZAE000037651                                                                                                                                                        
Directors: Prof BS Kantor (Chairman), PA Theodosiou*# (Managing Director), FM Berkeley, RC Frolich, ND Mandindi, CB Marlow *, MS Moloko, JH Rens*, BE Stevens, NDC Whale   
Company secretary: HH-O Steyn                                                                                                                                              
* Executive   # British             
Date: 14/11/2013 08:51:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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