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VUKILE PROPERTY FUND LIMITED - Unaudited condensed interim results for the six months ended 30 September 2013

Release Date: 25/11/2013 08:30
Code(s): VKE     PDF:  
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Unaudited condensed interim results for the six months ended 30 September 2013

Vukile Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2002/027194/06)
JSE Share code: VKE ISIN: ZAE000056370
NSX Share code: VKN
(Granted REIT Status with the JSE)
(“Vukile” or “the group”)


UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS
for the six months ended 30 September 2013

Highlights

*    First half increase of 5% in normalised distribution off a base of 52.2 cents per linked unit.
*    Successful completion of one of the most significant empowerment transactions in the
     listed property sector.
*    Successful re-launch of the revamped Randburg Square Shopping Centre.
*    Continued strong operational performance of the property portfolio.
*    Improved portfolio composition:
     - Acquisition of 50% of East Rand Mall for R1.1 billion
     - Acquired R1.0 billion Sovereign Tenant Portfolio from Encha;
     - Realised R287 million on sales of higher risk properties;
*    Special distribution of 13.83 cents per linked unit.

COMMENTS
1.  Nature of operations
    The group is a long-term investor in commercial properties with strong contractual
    cash flows for long-term sustainability and capital appreciation.

2.     Basis of preparation
       The unaudited condensed consolidated interim financial statements (“interim
       financial statements”) for the six months ended 30 September 2013, and
       comparative information, have been prepared in accordance with and containing the
       information required by IAS 34 (Interim Financial Reporting), International Financial
       Reporting Standards (“IFRS”), the SAICA Financial Reporting Guides as issued by
       the Accounting Practices Committee and Financial Reporting Announcements as
       issued by the Financial Reporting Standards Council, the JSE Listings
       Requirements and relevant sections of the South African Companies Act. Except
       for the new standards adopted as set out below, all accounting policies applied by
       the group in the preparation of these condensed consolidated interim financial
       statements are consistent with those applied by the group in its consolidated
       financial statements as at and for the year ended 31 March 2013. The group has
       adopted the following new standards:

       -   Amendment to IFRS 7 – Disclosures – Offsetting Financial Assets and Financial
           Liabilities
       -   IFRS 10 – Consolidated Financial Statements
       -   IFRS 11 – Joint Arrangements
       -   IFRS 12 – Disclosure of Interests in Other Entities
       -   IFRS 13 – Fair Value Measurement
       -   Amendments to IAS 1 – Presentation of Items of Other Comprehensive Income
       -   Revised IAS 27 and 28 – Investments in Associates and Joint Ventures
     
     There was no material impact on the interim financial statements identified based
     on management’s assessment of these standards.

     The interim financial statements have been approved for issue by the board of
     directors on 25 November 2013. The preparation of the financial results for the six
     months ended 30 September 2013 was supervised by Michael Potts, CA (SA),
     financial director.

3.   Significant event and transactions
     During this reporting period, the following significant transactions were effected:

     1.        The acquisition of the R1.04 billion Encha Sovereign Tenant Portfolio
               (“Sovereign portfolio”) – as further set out in paragraph 8 below;
     2.        The raising of debt facilities of R900 million to facilitate the acquisition of the
               Sovereign portfolio and other properties – as further set out in paragraph 5
               below; and
     3.        The refinancing of R75 million commercial paper – as further set out in
               paragraph 5 below.

4.   Summary of Financial Performance
     The directors of Vukile are pleased to report that the normalised distribution for the
     six months ended 30 September 2013 has increased by 5.0% to 54.81 cents per
     linked unit (normalised prior period : 52.20 cents per linked unit).
     The group’s net profit available for distribution amounted to R343.8 million for the
     six months to 30 September 2013 (R268.5 million – September 2012), which
     represents an increase of 28% over the comparable period.

     Summary of financial performance:
                                                       September            September         March
                                                            2013                 2012          2013
      Net asset value per linked unit (cents)              1 535                1 263         1 369
      Normalised distribution per linked unit (cents)      54.81                52.20        120.44
      Special/non-recurring distribution (cents)           13.83                 4.83         11.15
      Total distribution (cents)                           68.64                57.03        131.59
      Loan to value ratio                                  32.8%                29.2%         33.5%

     A simplified Income Statement (which is not IFRS compliant) is set out below:
                                                         GROUP
                                                        Sep-13             Sep-12       Para         %
                                                           R000              R000         ref     variance
     Gross rental income and recoveries                 657 365           574 139                     14.5

     Property expenses                                 (250 453)         (228 099)                     9.8


     Net profit from property operations                406 912           346 040       a)            17.6

     Asset management business                           58 870            45 295       b)            30.0
                   Asset management fees                 11 479            15 889                    (27.8)
                   Sales commission                      66 993            43 793                     53.0
                   Expenditure                          (19 602)          (14 387)                    36.2

     Corporate administrative expenses                  (17 522)          (14 510)      c)            20.8
     Finance costs net of investment income             (98 382)          (92 260)      d)             6.6

     Loss on sale of furniture, fittings and
     computer equipment                                      (5)                -                   >-100

     Tax                                                 (6 070)          (16 031)     e)           (62.1)


     Distributable income                               343 803           268 534                    28.0


a)   Net profit from property operations
     ? The property portfolio has performed in line with expectations for the six months
        ended 30 September 2013, in a difficult economic environment.
     ? The group’s net profit from property operations, exclusive of straight-line rental
        accruals, has increased by 17.6% over the comparable period, from
        R346.0 million to R406.9 million. This percentage increase is made up as
        follows:
          - On a like-for-like (stable portfolio) basis                     -   8.1%
          - New property acquisitions contributed                           -  16.7%
          - Less: Sales of non-core properties                              -  (7.2%)(1)
                                                                               17.6%
           (1)
             The sale of non-core properties has had the effect of reducing gross income
           by R25 million over the comparable period, partially offset by income generated
           from re-investment of the proceeds thereof.

     Further details of the property portfolio performance are set out in paragraph 9.

     Impairment allowance for tenant receivables

     The allowance for the impairment of receivables decreased from R13.7 million at
     31 March 2013 to R12.0 million at 30 September 2013 which is considered
     adequate at this stage. The impairment allowance is expected to approximate 1%
     of gross rental income for the year ending 31 March 2014, which is in line with
     previous impairment allowances. A summary of the movement in the impairment
     allowance of trade receivables is set out below.

                                                                                        R000
     Impairment allowance 1 April 2013                                                13 653
     Allowance for receivable impairment for the year                                     93
     Receivables written off as uncollectable                                         (1 795)
     Impairment allowance 30 September 2013                                           11 951
     Bad debt write-off per the statement of comprehensive income                      4 183

b)   Asset management business
     Asset management fee income is 28% lower than the comparable period following
     the disposal of the R2.2 billion East Rand Mall in April 2013, which has led to a
     lower base of c.R6.9 billion on which to calculate on-going recurring asset
     management fees. Sales commission has increased by 53% over the comparable
     period following the sale of East Rand Mall. Asset management expenditure has
     increased by 36% over the comparable period primarily as a result of an increase in
     a short-term incentive accrual of R3.2 million. This bonus will only become payable
     if certain performance targets are achieved at the year-end. The amortisation of the
     long-term share incentive scheme has increased by R0.9 million over the prior year
     due to additional allocations in July 2013 in respect of the Conditional Unit Plan
     Scheme.

     Asset management fees now only comprise c.2% of total revenue.

c)   Corporate administrative expenditure
     Corporate administration expenses have increased by 21% over the comparable
     period mainly as a result of an increase of R3.1 million in a short-term incentive
     bonus provision. As set out above the short-term incentive bonus will only become
     payable if certain performance targets are achieved at year-end.

d)   Finance costs net of investment income
     Net finance costs have increased by R6.1 million over the comparable period.
     Additional interest on R550 million debt raised to partly finance the acquisition of
     East Rand Mall for R1.1 billion together with interest on the Encha acquisition
     contributed an additional interest charge of R26 million, offset by lower finance
     costs following the repayment of R76 million of revolving loans and also offset by
     additional interest income earned:

     -   on the R400 million issue of equity in May 2013;
     -   on the R66 million equity raised from the distribution re-investment plan in
         June 2013;
     -   from property sales which realised R287 million; and
     -   antecedent divestiture income accrued of R13.7 million.

e)   Taxation
     The first half tax accrual is 62% lower than the comparable period due to
     distributions comprising varying percentages of profit available for distribution for
     the two periods. At year end it is anticipated that 100% of profits available for
     distribution will be distributed, thereby minimising the actual normal tax payable by
     the company. The bulk of the normal tax payable arises in the Namibian
     subsidiaries.

5.   Borrowings
     During September 2013, R75 million of six month commercial paper was
     successfully refinanced with the issue of new twelve month commercial paper at a
     margin of 60 bps above 3-month JIBAR.

     A R400 million facility was entered into with Standard Bank to partly finance the
     R1.04 billion acquisition of Encha portfolio:

     The facility comprises the following:

                                                                    Rm
     -   3 year term debt                                        -  160
     -   3 year revolving loan                                   -   40
     -   5 year term debt                                        -  160
     -   5 year revolving loan                                   -   40

     The 3 year and 5 year term loans of R160 million each have been hedged at swap
     rates of 6.48% and 7.10% respectively.
     The all-in weighted average cost of the Standard Bank facility, including swap costs,
     margins and amortised debt raising fees, equates to 8.0%.

     A R500 million development facility has been concluded with Nedbank as follows:

     -   Term loan      :        R250 million at JIBAR plus 163 bps;
     -   Revolving loan :        R250 million at prime overdraft rates less 180 bps.

     The facility expires on 31 December 2014.

     This facility was raised in order to finance the development of Lethlabile Mall and
     Linbro Park and to part finance the acquisition of Edendale Mall.

     92.8% of debt at 30 September 2013 has been hedged by way of fixed loans or
     interest rate swaps. The current all-in cost of finance, including margins and
     amortised debt raising fees, is 8.1%. The LTV ratio at 30 September 2013 equates
     to 32.8%. Swaps, constituting R401 million or 39% of swaps maturing by mid-
     year 2015, have been extended to mature in October 2018, at an additional swap
     cost of 35 bps.

6.   Financing of the acquisition of the Sovereign portfolio

     The acquisition of the Sovereign portfolio has been financed as follows:

                                                                                     R’000
     Purchase price                                                              1 044 764
     Equity issued to Encha shareholders on
     4 October 2013 (22.839 million Vukile units @ R15.5873 per linked             356 000
     unit

     Standard Bank facilities utilised   3 year term loan                          160 000
                                         3 year revolving loan                      40 000
                                         5 year term loan                           24 550
                                         5 year revolving loan                      40 000

     RMB facilities utilised             3 year term loan                          150 000
                                         3 year revolving loan                     118 214
                                                                                   532 764
     Surplus cash resources arising on property sales                              125 000
     Total                                                                       1 013 764

     Shortfall – Note 1                                                             31 000

     Note 1 : This amount will be settled by way of an equity issue and/or cash once
              Encha has finalised the adjustment accounts.

     The weighted average all-in cost of finance for the above debt raised of
     R532.8 million is 7.71%.

     The weighted average cost of capital (“WACC”) for this transaction equates to
     7.54% against a yield of 9.5% and is, therefore, significantly earnings accretive.

7.   Debt repayment profile
     The Group’s debt repayment profile is set out below:

     The Group’s debt repayment profile percentages are as follows: 2014 - 17.1%,
     2015 – 23.9%, 2016 – 22.2%, 2017 – 16.8%, 2018 – 11.8%, 2019 – 8.2%. The
     repayment profile complies with the company’s strategy of ensuring that no more
     than 25% of debt should expire in any one year.

8.   Developments, Acquisitions and Sales
     Encha Sovereign Tenant portfolio acquisition
     As part of Vukile’s transformation strategy, the company concluded a unique and
     commercially driven transaction with Encha Properties to acquire four
     predominantly national government-tenanted properties for R1.04 billion, at a yield
     of 9.5%. The Pretoria Momentum building is under option and will increase the total
     acquisition price to c.R1.4 billion if exercised.

     Hammarsdale Junction

     The Hammarsdale Junction shopping centre measuring 19 400m² and anchored by
     Pick n Pay, Super Spar and Mr Price, opened in June 2013. The Centre is located
     within the Mpumalanga Township in KwaZulu-Natal.          The national tenant
     component is approximately 81%. The average monthly foot count since opening
     has been 450 000. Permanent job opportunities for approximately 450 people were
     created. Tenants have indicated that trading to date has been in line with
     expectations.

     The final anticipated capital expenditure is R198 million at an initial yield of 9.5%,
     under pinned by a one year gross income guarantee.

     Mini factory/warehousing complex Linbro Park

     Stratford Property Ventures has commenced with the development of a 15 000m²
     mini factory/warehousing complex at Linbro Park, one of Johannesburg’s prime
     industrial areas. The development will be incorporated into Linbro Business Park,
     firmly established as a desirable business address, which enjoys excellent
     accessibility to the N3 and Sandton CBD via Marlboro Road while offering the
     added benefit of being located approximately three kilometres from the Gautrain
     Marlboro Station. The development will comprise 22 units with a wide variety of unit
     sizes ranging from 350m² to 1 870m². The anticipated capital expenditure is
     R123.5 million, at an initial yield of 10.0% which is underpinned by a one year rental
     guarantee. The completion date for this development is July 2014.
     Lethlabile Mall, North West Province

     The Lethlabile Mall is being developed at a capital outlay of R194.2 million and a
     yield of 9.2%. The centre with a GLA of 17 600m², is situated in Lethlabile about 30
     kilometres north of Brits in the North West Province. Shoprite is the food anchor
     and other national tenants include Pep Stores, Ackermans, Mr Price, Jet Stores,
     Dunns, Capitec and Nedbank. The national component will comprise approximately
     85% of the GLA of 17 600m². The project is currently progressing well and on
     course for the anticipated completion date of April 2014.

     Joint Venture with the McCormick Group
     50% interest in Edendale Mall

     The acquisition of a 50% interest in Edendale Mall, Pietermaritzburg, a 31 700m²
     retail centre, has been further delayed pending the resolution of the structure in
     which Vukile will hold its title. Once resolved, the mall will be a good fit for the
     portfolio. The mall is enclosed, has good visibility, accessibility, adequate parking
     and taxi facilities. Further, the mall has a strong tenant mix comprising national,
     franchise and regional brands. The node is further strengthened by the close
     proximity of the Edendale Provincial Hospital, SA police station, medical clinics and
     local schools. It is estimated that there are approximately 90 000 households or
     about 450 000 people in the catchment area. The anticipated capital expenditure is
     R186 million at an initial yield of 9%. The purchase price is underpinned by a one
     year income guarantee. The remaining 50% will be held by the McCormick Group.

     30% interest in Maake Plaza (15 200m²) and Modjadji Plaza (9 800m²)

     Offers for the acquisition of a 30% interest in both these centres at a purchase price
     of R61.5 million at a blended anticipated initial yield of 12% have been accepted.
     The centres are located in the rural areas surrounding Tzaneen in the Limpopo
     Province. The remaining 70% is held by the McCormick Group.

     Both centres are anchored by Shoprite and the national tenant composition is 88%.

     Disposals

     In line with the strategy of improving the quality of the portfolio, the following higher
     risk properties were disposed of in the six months ended 30 September 2013:

                                                    Sales        Yield               Date of
                                                    price           %                   sale
      Property                                       R000                               2013
      Durban Embassy                              238 000          9.9                23 May
      Midrand Allandale Land (Halfway              21 850            -             16 August
      House Ext 65)
      Bloemfontein Bree Street                     13 900          6.7             13 August
      Warehouse
      Randburg Triangle                            13 500         10.5                10 May
                                                  287 250

     These disposals create an earnings drag during the short term but contribute to an
     improved risk profile and the quality of the portfolio for the longer term.

9.   Property Portfolio
      The combined property portfolio currently comprises 81 properties with a gross
      lettable area of 1 150 729m².

      The sectoral spread by market value comprises 52% retail, 23% offices, 10%
      industrial, 10% sovereign, 3% hospital and 2% motor related.

      During the six month period under review, new leases and renewals with a total
      area of 150 579m² and a contract value of R538.3 million were concluded.

       78% of leases to be renewed during the period ended 30 September 2013 were
      renewed or are in the process of being renewed.

      The overall vacancy percentage (measured as a percentage of gross rentals) has
      decreased from 7.1% at 31 March 2013 to 6.7% at 30 September 2013.


      The increased vacancies at offices are mainly due to higher vacancies at Pretoria
      Midtown Building, Midrand Ulwazi Building, Jhb Parktown Oakhurst. The motor
      related vacancy is at Cape Town Bellville Barons which accounts for 1 358m².

      The renewal escalations on expiry rentals are still positive compared to expiry
      rentals:

      -   Retail up 6.3%
      -   Offices up 0.8%
      -   Industrial up 0.8%

      New leases concluded on retail space have exceeded budgeted rentals by 9.7%,
      whilst new leases concluded on offices and industrial are down 6.3% and 8.9%
      respectively on budgeted rentals.

      The contracted rental escalation profile below reflects a positive average escalation
      across all sectors of 8.1%.

10.   Valuations

      The directors have valued the group’s property portfolio at R10.3 billion utilising the
      discounted cash flow methodology for the group, and the purchase price for the
      sovereign portfolio. In terms of the company’s accounting policies, approximately
      50% of all properties are valued every six months on a rotational basis by qualified
      independent external valuers. The external valuation by Jones Lang LaSalle (Pty)
      Ltd, Broll Valuation and Advisory Services and Old Mutual Investment Group South
      Africa (Pty) Ltd of 56.0% of the total portfolio is in line with the directors’ valuation.

      Valuation assumptions

      The range of the reversionary capitalisation rates applied to the portfolio are
      between 7.2% and 13.9% with the weighted average being approximately 9.6%.

      The discount rates applied range between 13.1% and 17.6% with the weighted
      average being approximately 14.1%.
     
      In determining future cash flows for valuation purposes, vacancies are forecast for
      each property based on estimated demand.

11.   Operating segment reporting
      The revenues and profits generated by the group’s operating segments and
      segment assets are summarised in the table below.

      During the six month period to 30 September 2013, there has been a change from
      prior periods in the measurement methods used to determine operating segments
      and reported segment profits in that hospitals and auto dealerships are reported as
      separate segments in line with the JSE Listing Requirements.

                   Operating segment analysis for the six months ended 30 September 2013


                                                                                                                  Asset
                                                                                                               manage-
                                                    Sovereign                                                      ment
                           Industrial    Offices      Offices       Retail    Motor    Hospital       Total    business         Total
R000                           R000        R000         R000        R000      R000       R000         R000         R000         R000
GROUP
September 2013
Group income for the
six months ended 30
September 2013
Property revenue              60 284     139 493       23 833     413 583      6 983    13 189      657 365      78 472      735 837
Property expenses            (21 891)    (59 193)      (7 779)   (158 987)   (1 030)    (1 573)    (250 453)    (19 602)    (270 055)
                              38 393      80 300       16 054     254 596      5 953    11 616      406 912      58 870      465 782
Straight-line rental
income accrual                 1 708       3 573          714      11 326       265        517       18 103            -      18 103
Profit from property
and other operations
                              40 101      83 873       16 768     265 922      6 218    12 133      425 015      58 870      483 885
Group statement of
financial position at 30
September 2013
Assets
Investment properties      1 045 919    2 065 193   1 044 761    4 979 683   127 920   325 852     9 589 328                9 589 328

Add: Lease commissions                                                                               22 181                   22 181
                                                                                                   9 611 509                9 611 509
Goodwill                       3 889                               59 713                            63 602                   63 602
Intangible asset                                                                                                 95 731       95 731
Investment properties
held for sale                       -    334 267             -    383 813     34 750          -     752 830                  752 830
                           1 049 808    2 399 460   1 044 761    5 423 209   162 670   325 852    10 427 941     95 731    10 523 672
Add: Excluded items
Development capital
expenditure                                                                                                                  261 687
Furniture, fittings and
other equipment                                                                                                                 5 487
Available-for-sale
financial asset                                                                                                               35 403
Financial asset at
amortised cost                                                                                                                   197
Loans to directors                                                                                                            15 350
Trade and other
receivables                                                                                                                   91 357
Cash and cash
equivalents                                                                                                                  421 963
Total assets                                                                                                               11 355 116
Liabilities
Linked debenture and            374 791     859 815              1 921 939                         3 705 978                3 705 978
premium                                                374 377                58 291   116 765
Interest bearing
borrowings                      341 543     783 540    341 165   1 751 442    53 120   106 406     3 377 216               3 377 216
                                716 334    1 643 355   715 542   3 673 381   111 411   223 171     7 083 194               7 083 194
Add: Excluded items
Equity                                                                                                                   3 288 321
Derivative financial
instruments                                                                                                                14 635
Deferred taxation
liabilities                                                                                                                  5 999
Trade and other payables                                                                                                  247 597
Current taxation liabilities                                                                                                 4 982
Loans to vendors                                                                                                          382 052
Linked unitholders for
distribution                                                                                                              328 336
Total equity and
liabilities                                                                                                             11 355 116


GROUP
September 2012
Group income for the
six months ended 30
September 2012
Property revenue                 69 047     207 671               297 421                         574 139     59 682      633 821
Property expenses               (24 365)    (78 894)             (124 840)                       (228 099)   (14 387)    (242 486)
                                 44 682     128 777               172 581                         346 040     45 295      391 335
Straight-line rental
income accrual                     (913)     (2 747)               (3 934)                         (7 594)                 (7 594)
Profit from property
and other operations             43 769     126 030               168 647                         338 446     45 295      383 741
Group statement of
financial position at 30
September 2012
Assets
Investment properties          1 047 599   2 623 649             3 600 297                       7 271 545               7 271 545
Add: Lease commissions                                                                             16 715                  16 715
                               1 047 599   2 623 649             3 600 297                       7 288 260               7 288 260
Goodwill                          3 917         931                60 696                          65 544                  65 544
Intangible asset                                                                                             237 053      237 053
Investment properties
held for sale                    74 700     289 205                62 948                         426 853                 426 853
                               1 126 216   2 913 785             3 723 941                       7 780 657   237 053     8 017 710
Add: Excluded items
Deferred capital
expenditure                                                                                                                   545
Furniture, fittings and
other equipment                                                                                                              1 862
Available-for-sale
financial asset                                                                                                            44 645
Financial asset at
amortised cost                                                                                                               2 060
Trade and other
receivables                                                                                                                59 958
Cash and cash
equivalents                                                                                                               315 910
Total assets                                                                                                             8 442 690
Liabilities
Linked debenture and
premium                         430 476    1 117 271             1 405 097                       2 952 844               2 952 844
Interest bearing
borrowings                      326 264     846 796              1 064 944                       2 238 004               2 238 004
                                756 740    1 964 067             2 470 041                       5 190 848               5 190 848
Add: Excluded items
Equity                                                                                                                   2 231 477
Derivative financial
instrument                                                                                                                 81 978
Deferred taxation
liabilities                                                                                          473 376
Trade and other payables                                                                             217 170
Current taxation liabilities                                                                             13 706
Linked unitholders for
distribution                                                                                         234 135
Total equity and
liabilities                                                                                        8 442 690


12.        Events after period end

           The JSE approved the listing of 22.84 million Vukile linked units to part fund the
           acquisition of the Encha portfolio. The proceeds received from the issue of these
           linked units of R356 million have been utilised to reduce vendor loans existing at
           30 September 2013.

13.        Changes in directorate

           During the period under review Mr Peter Cook and Mr Mlungisi Hlongwane retired
           from the Board. Mr Cook served as a member of the Audit and Risk Committee
           and as the chairman of Social, Ethics and Human Resources Committee and Mr
           Hlongwane as a member of the Property and Investment Committee and the Social,
           Ethics and Human Resources Committee. Both Mr Cook and Mr Hlongwane were
           valued board members and the Board wishes them well in their future endeavours.
           Mr Hatla Ntene, a quantity surveyor with extensive experience was appointed as an
           independent non-executive director with effect from 25 October 2013 and has been
           appointed to the Property and Investment Committee. Dr. Sedise Moseneke has
           been appointed as an executive director following the Sovereign portfolio
           acquisition with effect from 1 August 2013.

14.        Distribution Announcement

           Linked unit holders are referred to the SENS announcements published on
           8 November 2013 and 15 November 2013 respectively in which the company
           announced the declaration of a special distribution in respect of the East Rand Mall
           commission income of 13.83 cents per unit and the normal distribution for the
           interim period ended 30 September 2013 amounting to 54.81 cents per unit.

15.        Prospects

           We have made significant progress in changing our portfolio to a better quality,
           lower risk portfolio. This has been achieved through value enhancing acquisitions
           and the disposal of riskier, yet higher yielding, assets. The improved quality of the
           portfolio is evidenced by the asset composition where some 65% of the portfolio is
           represented by our retail (52%), sovereign portfolio (10%) and hospital (3%) assets
           which collectively provide a real stability to the portfolio. The retail portfolio
           continues to perform well and we are seeing tenant demand across the portfolio.
           The sovereign portfolio has a lease expiry profile exceeding five years and
           contractual escalations of 8.9%.

           The remainder of the portfolio comprises office (23%), motor related (2%) and
           industrial (10%) assets. We expect the office sector to remain the most challenging
           but have been encouraged by the positive momentum in the industrial sector in the
           first half of the financial year.

           With trading conditions expected to remain difficult in the second half, we are
           however still on track to meet our distribution guidelines for F2014 of growth in
           normalised distribution (off a base of 120.44 cpu) of between 4% and 6%. We
           expect a healthy growth in distributions for F2015 given the positive effects of the
           repositioning of the portfolio and the full year impact of the acquisitions undertaken
           during the F2014 year.

           This forecast has not been reviewed or reported on by the Company’s auditors.

On behalf of the board
AD Botha                      LG Rapp
Chairman                      Chief Executive Officer
Melrose Estate
25 November 2013

JSE Sponsor: Java Capital Trustees and Sponsors (Pty) Ltd, Rosebank,
Johannesburg
NSX Sponsor: IJG Group, Windhoek, Namibia
Executive directors: LG Rapp (Chief Executive), MJ Potts (Financial Director), HC
Lopion, GS Moseneke
Non-executive directors: AD Botha (Chairman), PS Moyanga, SF Booysen,
H Ntene, NG Payne, SEN Sebotsa, HM Serebro
Registered office: Ground floor One-on-Ninth, Cnr Glenhove Road and Ninth Street,
Melrose Estate, 2196.
Company secretary: J Neethling
Transfer secretaries: Link Market Services South Africa (Pty) Ltd, Braamfontein,
Johannesburg
Investor and media relations: Contact Helen McKane at vukile@dpapr.com,
Tel: 011 728-4701.
www.vukile.co.za
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 30 September 2013

                                                       Unaudited       Unaudited     Audited
                                                    30 September    30 September    31 March
                                                            2013            2012        2013
GROUP                                                      R000             R000        R000
ASSETS
Non-current assets                                    10 088 966        7 639 969   7 770 306
Investment properties                                  9 454 898        7 153 484   7 241 245
Investment properties                                  9 611 509        7 288 260   7 389 656
Straight-line rental income adjustment                  (156 611)       (134 776)   (148 411)
Other non-current assets                                 634 068         486 485     529 061
Intangible asset                                          95 731         237 053     152 965
Straight-line rental income asset                        156 611         134 776     148 411
Development capital expenditure                          261 687             545     138 385
Furniture fittings, computer equipment and other           5 487           1 862       5 129
Available-for-sale financial asset                        35 403          44 645      19 417
Financial asset at amortised cost                            197           2 060       1 152
Loans to directors                                        15 350                -           -
Goodwill                                                  63 602          65 544      63 602
Current assets                                           513 320         375 868    1 351 664
Trade and other receivables                               91 357          59 958      84 360
Cash and cash equivalents                                421 963         315 910    1 267 304
Investment properties held for sale                      752 830         426 853     323 202
Total assets                                          11 355 116        8 442 690   9 445 172


                                                      Unaudited        Unaudited     Audited
                                                   30 September     30 September    31 March
                                                           2013             2012        2013
GROUP                                                     R000             R000         R000
EQUITY AND RESERVES                                   3 288 321        2 231 477    2 626 187
Non-current liabilities                               6 305 604        5 596 202    5 755 367
Linked debentures and premium                         3 705 978        2 952 844    3 275 222
Other interest bearing borrowings                     2 578 992        2 088 004    2 414 522
Derivative financial instruments                         14 635           81 978      59 330
Deferred taxation liabilities                             5 999          473 376       6 293
Current liabilities                                   1 761 191          615 011    1 063 618
Trade and other payables                                247 597          217 170     228 117
Short-term borrowings                                   798 224          150 000     512 936
Current taxation liabilities                              4 982           13 706       1 343
Loans to vendors                                        382 052                -            -
Linked unitholders for distribution                     328 336          234 135     321 222
Total equity and liabilities                         11 355 116        8 442 690    9 445 172


UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2013
                                                       Unaudited       Unaudited     Audited
                                                    30 September    30 September    31 March
                                                            2013            2012        2013
GROUP                                                      R000             R000        R000


Property revenue                                         657 365         574 139    1 166 940
Straight-line rental income accrual                       18 103          (7 594)      4 829
Gross property revenue                                   675 468         566 545    1 171 769
Property expenses                                       (250 453)       (228 099)   (452 811)
Net profit from property operations                      425 015         338 446     718 958
Net income from asset management business                 58 870          45 295      45 952
Corporate administrative expenses                        (17 522)        (14 510)    (29 192)
Investment and other income                               26 587           8 096      25 615
Operating profit before finance costs                    492 950         377 327     761 333
Finance costs                                           (124 969)       (100 356)   (194 285)
Profit before debenture interest                         367 981         276 971     567 048
Debenture interest                                      (327 601)       (233 639)   (554 368)
Profit before capital items                               40 380          43 332      12 680
Profit on sale of investment properties                   26 560           5 405         903
Loss on sale of furniture and fittings                        (5)              -           -
Profit on sale of subsidiary                                   -             555       1 160
Amortisation of debenture premium                          4 308           4 677       6 804
Goodwill written-off on sale of subsidiary/
properties by a subsidiary                                     -               -        (821)
Impairment of intangible asset                           (57 234)        (30 043)   (114 131)
Impairment of goodwill                                         -               -      (1 121)
Profit/(loss) before fair value adjustments               14 009          23 926     (94 526)
Fair value adjustments                                   592 299         219 377     255 329
Gross change in fair value of investment properties      610 402         211 783     260 158
Straight-line rental income adjustment                   (18 103)          7 594      (4 829)
Profit before taxation                                   606 308         243 303     160 803
Taxation                                                  (6 070)        (57 323)    412 834
Profit for the period                                    600 238         185 980     573 637
Other comprehensive income
Items that will be reclassified subsequently to 
profit or loss
Cash flow hedges                                          44 695         (56 334)    (33 686)
Available-for-sale financial assets-current 
period income/(loss)                                       4 465           6 862     (18 367)
Other comprehensive income/(loss) for the period          49 160         (49 472)    (52 053)
Total comprehensive income for the period                649 398         136 508     521 584
Earnings per linked unit (cents)                          205.25          103.20      273.53
Diluted earnings per linked unit (cents)                  205.25          103.20      273.53
Number of linked units in issue                      455 513 047     410 515 218 431 040 218


RECONCILIATION OF GROUP NET PROFIT TO HEADLINE EARNINGS AND TO PROFIT
AVAILABLE FOR DISTRIBUTION
for the six months ended 30 September 2013

                                                           30 September 2013            30 September 2012                 31 March 2013
                                                             Group      Cents per         Group     Cents per         Group        Cents per
                                                                           linked                      inked                          linked
                                                                              unit                       unit                            unit
                                                                 R000                      R000                            R000
Attributable profit after taxation                          600 238        132.78        185 980        45.74        573 637          139.10
Adjusted for:
Debenture interest                                          327 601         72.47        233 639        57.46        554 368          134.43
Earnings attributable to linked unitholders                 927 839        205.25        419 619      103.20        1 128 005         273.53
Change in fair value of investment properties             (592 299)      (131.02)       (219 377)     (53.95)       (255 329)         (61.91)
Total tax effects of adjustments                                    -            -        42 897        10.55       (418 606)        (101.51)
Write-off in goodwill on sale of subsidiary/properties
sold by a subsidiary                                                -            -              -            -              821           0.20
Impairment of goodwill                                              -            -              -            -            1 121           0.27
Profit on sale of subsidiary                                        -            -          (555)      (0.14)         (1 160)          (0.28)
Profit on sale of investment properties                    (26 560)         (5.88)        (5 405)      (1.33)              (903)       (0.22)
Loss on sale of furniture & fittings                                5            -              -            -              188           0.05
Impairment of intangible asset                               57 234         12.66         30 043         7.39        114 131           27.68
Amortisation of debenture premium                            (4 308)        (0.94)        (4 677)      (1.14)         (6 804)          (1.65)
Headline earnings attributable to linked unitholders        361 911         80.07        262 545        64.58        561 464          136.16
Loss on sale of furniture & fittings                              (5)            -              -            -             (188)       (0.05)
Straight-line rental accrual net of deferred taxation      (18 103)         (4.01)         5 989         1.47         (4 829)          (1.17)
Profit available for distribution                           343 803         76.06        268 534        66.05        556 447          134.94
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
for the six months ended 30 September 2013
                                                                             Unaudited                   Unaudited          Audited
                                                                          30 September                30 September         31 March
                                                                                  2013                        2012             2013
                                                                                 cR000                        R000             R000
Cash flow from operating activities                                                467 376                 398 546           738 201
Cash flow from investing activities                                             (2 123 975)             (1 368 322)       (1 446 725)
Cash flow from financing activities                                                811 258               1 069 739         1 759 881
Net (decrease)/increase in cash and cash equivalents                             (845 341)                  99 963         1 051 357
Cash and cash equivalents at the beginning of the period                         1 267 304                 215 947           215 947
Cash and cash equivalents at the end of the period                                 421 963                 315 910         1 267 304


UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2013
                                                                       Share                Non-
                                                                  capital and       distributable           Retained
R000                                                          share premium             reserves            earnings            Total
GROUP
Restated balance at 31 March 2012                                     32 263           2 013 225               28 982       2 074 470
Balance at 31 March 2012 as previously reported                       32 263           1 719 943               28 982       1 781 188
Change of rate in deferred taxation including straight line
rental accrual                                                              -            293 282                      -      293 282
Issue of share capital and premium                                    17 231                      -                   -        17 231
Dividend distribution                                                       -                     -              (477)          (477)
                                                                      49 494           2 013 225               28 505       2 091 224
Profit for the period                                                       -                     -           185 980        185 980
Change in fair value of investment properties                               -            211 783            (211 783)               -
Deferred taxation on change in fair value of investment
properties and straight-line rental accrual                                 -            (35 254)              35 254               -
Share-based remuneration                                                    -                 3 745                   -         3 745
Transfer from non-distributable reserve                                     -            (30 121)              30 121               -
Other comprehensive income
Revaluation of available-for-sale financial asset                           -                 6 862                   -         6 862
Revaluation of cash flow hedges                                             -            (56 334)                     -      (56 334)
Balance at 30 September 2012                                          49 494           2 113 906               68 077       2 231 477
Issue of shares                                                        6 622                      -                   -         6 622
Dividend distribution                                                       -                     -              (654)          (654)
                                                                      56 116           2 113 906               67 423       2 237 445
Profit for the period                                                       -                     -           387 657        387 657
Change in fair value of investment properties                               -             48 375              (48 375)              -
Deferred taxation on change in fair value of investment
properties and straight-line rental accrual                                 -             35 254              (35 254)              -
Deferred taxation rate change                                               -            426 790            (426 790)               -
Share-based remuneration                                                    -                 3 666                   -         3 666
Transfer from non-distributable reserve                                     -            (92 073)              92 073               -
Other comprehensive loss
Revaluation of available-for-sale financial asset                           -            (25 229)                     -      (25 229)
Revaluation of cash flow hedges                                             -             22 648                      -        22 648
Balance at 31 March 2013                                              56 116           2 533 337               36 734       2 626 187
Issue of shares                                                        8 880                      -                   -         8 880
Dividend distribution                                                       -                     -              (669)          (669)
                                                                      64 996           2 533 337               36 065       2 634 398
Profit for the period                                                       -                     -           600 238        600 238
Change in fair value of investment properties                               -            610 402            (610 402)               -
Share-based remuneration                                                    -                 4 525                   -         4 525
Transfer from non-distributable reserve                                     -            (30 674)              30 674               -
Other comprehensive loss
Revaluation of available-for-sale financial asset                           -                 4 465                   -         4 465
Revaluation of cash flow hedges                                             -             44 695                      -        44 695
Balance at 30 September 2013                                          64 996           3 166 750               56 575       3 288 321

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