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Condensed reviewed consolidated interim financial statements for the six months ended 31 December 2013
Resilient Property Income Fund Limited
Incorporated in the Republic of South Africa
Reg no 2002/016851/06
JSE share code RES ISIN ZAE000043642
(“Resilient” or “the group”)
(Approved as a REIT by the JSE)
CONDENSED REVIEWED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 31 DECEMBER 2013
DIRECTORS’ COMMENTARY
1 NATURE OF THE BUSINESS
Resilient is an internally asset managed property company listed on the
JSE Limited. Its strategy is to invest in dominant regional retail centres
with a minimum of three anchor tenants and let predominantly to national
retailers. It further invests in offshore property related assets.
2 DISTRIBUTABLE EARNINGS AND COMMENTARY ON RESULTS
Resilient benefited from the strong performance of both its property
portfolio and listed holdings. Offshore holdings, where dividends are
received in Euro and US Dollar, again benefited from a decline in the Rand
exchange rate. Resilient declared a distribution of 159,59 cents per
linked unit for the interim period ended December 2013, an increase of
18,3% over the previous comparable six month period.
Turnover rental of R21,2 million was received against a budget of R12,8
million supporting management’s view that rentals in the property
portfolio, on average, are below market. Historically, over 90% of
turnover rentals are received during the July to December period.
Resilient’s comparable retail sales for the period July to December grew
by 8,1% which compare favourably with national retail sales growth. The
sales growth per province is set out below:
North West (0,1%)
Eastern Cape 2,8%
KwaZulu-Natal 4,1%
Limpopo 8,4%
Gauteng 8,9%
Mpumalanga 12,6%
Northern Cape 18,9%
The performance of North West province reflects the current challenges of
gold and platinum mining. The Eastern Cape continues to be negatively
affected by the major redevelopment and extension of Circus Triangle
Mthatha. KwaZulu-Natal was positively impacted by a strong performance at
The Galleria but negatively impacted by Murchison Mall which is also
undergoing extensive redevelopment and refurbishment. Sales at The
Galleria increased by 10,4% but the effect on Resilient’s figures was
minimal as only a 10% holding was taken into account for comparative
purposes. Northern Cape continues to benefit from past extensions and
improvement to the tenant profile at Village Mall Kathu.
3 PROPERTY ACQUISITIONS
Resilient increased its stake in The Galleria and Arbour Crossing from 10%
to 75% at a cost of R1 391 million and a yield of 8% effective from 17
October 2013. At 30 June 2013 The Galleria (an 88 443m2 GLA mall) and
Arbour Crossing (a 39 786m2 GLA value centre) had vacancies of 13,3% and
8,7% respectively. Both properties require additional capital expenditure
and management time to improve the vacancies and tenant offering. A number
of new developments (including a 16 000m2 Makro) have been constructed in
the node which now has the necessary mass to compete effectively.
4 PROPERTY DEVELOPMENTS
Secunda Mall
The mall opened on schedule in October 2013 and achieved its budgeted
yield of 9%. Retailers reported trading figures well ahead of their
projections. The mall has a GLA of 56 800m2 and is anchored by Checkers
Hypermarket, Edgars, Game, Pick n Pay and Woolworths and includes all
major national clothing retailers. Resilient has a 40% interest in this
mall with Sasol Pension Fund and local consortiums owning 40% and 20%
respectively.
Soshanguve Crossing
This 34 000m2 GLA mall will be anchored by Game, Edgars, Shoprite and Spar.
Resilient has a 55% interest in this development which is budgeted to
achieve a yield of 8% on Resilient’s cost of R259 million. Following
labour unrest at the construction company, opening of the mall has been
delayed by a month to May 2014.
5 PROPERTY EXTENSIONS
Circus Triangle Mthatha
The second and third phase extensions to this mall to accommodate Edgars
and Game and the expansion of Foschini, Shoprite, Truworths and Woolworths
are on schedule for completion in October 2014 at a cost of R170 million.
The extensions are projected to achieve an 8% return.
The Grove
The 11 600m2 GLA extension to The Grove to accommodate Ster Kinekor (eight
screens), an ice rink and a family entertainment centre has opened and
yields 6%. Although some new tenants will only commence trading in
February 2014, the footcount has increased by over 20% which bodes well
for the future. An additional 10 000m2 of retail rights were approved by
the authorities in December 2013.
Jabulani Mall
The 2 350m2 GLA extension to Jabulani Mall to accommodate Food Lovers
Market and Shoprite Liquor opened in November 2013 and the projected yield
of 11% was achieved.
Northam Plaza
The 8 100m2 GLA extension to Northam Plaza to accommodate Game opened on
schedule and within budget at a yield of 8% in October 2013.
Rivonia Village
The 2 200m2 GLA extension to accommodate Checkers and Checkers Liquor
opened in November 2013. Excluding the income from an additional 64
parking bays, the yield was 7%.
Village Mall Kathu
The 7 300m2 GLA extension to accommodate Game and additional national
retailers opened in September 2013 within budget at the forecast yield of
8%.
The board is evaluating five major tenant-driven extensions. At the same
time the extensions will focus on improving the entertainment offerings.
6 PROPERTY DISPOSALS
The properties sold to Fortress for R1 042 million, as announced on SENS
on 22 March 2013, have transferred. The transaction had an effective date
of 1 July 2013.
7 RESILIENT AFRICA
The board has agreed to increase its capital commitment to this joint
venture for the development of properties in Nigeria to R1 billion.
Resilient has a 50,98% interest in Resilient Africa with Standard Bank and
Shoprite Checkers as its joint venture partners. In addition to the 12
819m2 GLA Delta Mall under construction in Warri, Delta State, construction
has commenced on a 12 291m2 GLA mall in Owerri, Imo State. Negotiations are
at various stages on an additional six sites with the target of commencing
construction on a further two developments by December 2014.
8 LISTED PORTFOLIO
Dec 2013 Jun 2013
Number of Fair value Number of Fair value
Counter units/shares (R’000) units/shares (R’000)
Capital (CPL) 139 350 000 1 484 077 153 850 000 1 636 964
Fortress A (FFA) 15 123 259 222 311 – –
Fortress B (FFB) 88 469 463 809 496 63 000 000 535 500
Nepi (NEP) 24 750 000 2 004 750 21 220 000 1 421 527
4 520 634 3 593 991
Rockcastle (ROC) 106 238 060 1 487 333^ 60 775 000 817 423
6 007 967 4 411 414
^Rockcastle was treated as an associate (equity accounted) and was thus
not fair valued in the financial statements at 31 December 2013.
As announced by way of SENS published on 5 April 2013, the board has in
principle agreed to the disposal of Capital’s manager, Property Fund
Managers (“PFM”), to Capital. The board of PFM considers it optimal to
implement the conversion of Capital to a corporate REIT simultaneously
with the internalisation of PFM. This transaction is subject to various
regulatory and unitholder approvals. The timing of this process is
currently uncertain and unitholders will be kept updated by SENS
announcements.
9 VACANCIES
As a result of the additional interest in The Galleria and Arbour
Crossing, vacancies increased from 1,8% at June 2013 to 2,7% at December
2013. The vacancy at The Galleria reduced from 13,3% at June 2013 to 11,8%
at December 2013 with the introduction of Cotton On and Typo. Resilient’s
target is to reduce the vacancy to 5% by June 2014.
10 FACILITIES AND INTEREST RATE DERIVATIVES
A 5-year loan of R825 million was accepted from RMB. Resilient’s DMTN
programme was increased from R3 billion to R4 billion and the board’s
intention remains to finance 50% of Resilient’s borrowings on an unsecured
basis. In line with the board’s strategy, the interest-bearing debt to
asset ratio increased from 26,5% at June 2013 to 34,0% at December 2013.
Average
Amount margin
Facility expiry R’million over Jibar
Jun 2014 708 0,61%
Jun 2015 650 1,15%
Jun 2016 275 1,26%
Jun 2017 2 676 1,61%
Jun 2018 1 284 1,64%
Jun 2019 2 137 1,57%
Jun 2020 253 1,53%
7 983 1,46%
Amount Average
Interest rate swaps expiry R’million swap rate
Jun 2015 450 6,92%
Jun 2016 450 7,73%
Jun 2017 700 7,67%
Jun 2018 900 7,52%
Jun 2019 900 7,21%
Jun 2020 880 6,31%
Jun 2021 320 7,36%
Jun 2022 200 8,09%
4 800 7,24%
Amount Average
Interest rate caps expiry R’million cap rate
Jun 2018 400 5,90%
Jun 2019 200 7,38%
Jun 2020 300 7,54%
Jun 2021 300 7,92%
1 200 7,06%
Amount
Variable rate instruments R'000
Loans to BEE partners (781 944)
Loans to development partners (222 779)
Cash and cash equivalents (2 799)
Interest-bearing borrowings 7 310 989
Capital commitments contracted for 500 794
6 804 261
Total interest rate derivatives 6 000 000
Percentage hedged 88,2%
The all-in weighted average cost of funding of Resilient was 7,75% at 31
December 2013 and the average hedge term was 4,4 years.
11 SUMMARY OF FINANCIAL PERFORMANCE
Dec 2013 Jun 2013 Dec 2012 Jun 2012
# #
Distribution per linked
unit (cents) 159,59 136,23 134,93 120,74
Units in issue 293 339 070 289 544 070 285 744 070 280 536 070
Property operations
Net asset value* R44,36 R41,75 R34,51 R30,55
Interest-bearing debt
to asset ratio** 34,0% 26,5% 26,6% 28,3%
Units in issue 293 339 070 289 544 070 285 744 070 280 536 070
Consolidated
Net asset value* R44,36 R41,75 R33,92 R30,13
Interest-bearing debt
to asset ratio** 34,0% 26,5% 27,9% 29,9%
Units in issue 293 339 070 289 544 070 274 933 259 269 725 259
*Net asset value includes total equity attributable to equity holders and
linked debentures.
**The interest-bearing debt to asset ratio is calculated by dividing total
interest-bearing borrowings by total assets.
#To comply with financial reporting requirements the group will account
for entities that do not form part of its operations, do not operate under
its operating policies and whose businesses, risk profiles and debt levels
are not comparable with its own. Disclosure under “Property operations”
excludes Eagle’s Eye Investments Proprietary Limited (“BEE SPV”).
On 27 June 2006 10 810 811 linked units were issued to BEE SPV and
Resilient is standing surety for the funding obligations of BEE SPV in
acquiring these units. In terms of IFRS the issue did not take place and
the essence of the transaction was that the BEE shareholders received a
right/option to acquire linked units in Resilient at a future date at a
predetermined price. As a consequence, the issue of linked units has been
eliminated in the preparation of the financial statements.
This BEE transaction matures in three equal tranches on 30 June 2014, 30
June 2015 and 30 June 2016. Due to the positive equity in this scheme and
the minimal residual risk resulting from Resilient’s surety, the board has
taken the view that the units are in issue and has therefore reversed the
effect of the option/right in the June 2013 financial statements and
deconsolidated BEE SPV.
12 BROAD-BASED BLACK ECONOMIC EMPOWERMENT
Following repeated representations, particulary from the Thohoyandou
shareholders, Resilient agreed to the early disposal of the Resilient
linked units held by the Amber Peek Proprietary Limited (“Amber Peek”)
BBBEE initiative in December 2013. The shareholders of Amber Peek are
Aquarella Investments 553 Proprietary Limited (26%), Celtic Rose
Investments 10 Proprietary Limited (26%) and The Resilient Education Trust
(“The Trust”) (48%). Aquarella Investments 553 Proprietary Limited is
owned by 50 black business people from Thohoyandou whilst Celtic Rose
Investments 10 Proprietary Limited is owned by nine black business people
from Johannesburg. The Trust is a charitable trust established for the
promotion of black education and is a registered public benefit
organisation. Resilient’s consent was conditional on an early termination
fee of R54,4 million, being 10% of the proceeds. The units were acquired
by The Trust with finance provided by Resilient at a price of R53,10 per
Resilient linked unit. The fee received was fully offset by the cost of
interest rate cap premiums expensed.
13 PROSPECTS
Distributions are forecast to increase by between 17% and 19% for the 2014
financial year. The forecast assumes exchange rates of R13,75 and R10,00
to the Euro and US Dollar respectively. The growth is further based on the
assumptions that a stable macro-economic environment will prevail, no
major corporate failures will occur and that tenants will be able to
absorb the recovery of rising utility costs and municipal rates. Budgeted
rental income was based on contractual escalations and market related
renewals. This forecast has not been audited or reviewed by Resilient’s
auditors.
By order of the board
Des de Beer Nick Hanekom
Managing director Financial director
Johannesburg
5 February 2014
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Reviewed Audited Audited
Dec 2013 Jun 2013 Dec 2012
R'000 R'000 R'000
ASSETS
Non-current assets 21 133 781 16 851 786 15 810 690
Investment property 11 292 723 9 754 842 9 896 272
Straight-lining of rental
revenue adjustment 201 157 172 337 173 474
Investment property under
development 1 773 614 1 209 139 824 660
Investment in associate company 1 461 894 – –
Investments 4 520 634 4 411 414 3 719 975
Intangible asset 26 422 26 422 26 422
Resilient Unit Purchase Trust
loans 667 509 494 146 374 587
Loans to employees to acquire
Capital units 222 788 144 661 245 897
Loans to BEE partners 781 944 448 765 415 947
Loans to development partners 185 096 190 060 133 456
Current assets 367 381 1 235 736 87 840
Investment property held for sale – 1 029 467 –
Straight-lining of rental
revenue adjustment – 12 524 –
Loans to development partners 37 683 24 867 4 302
Trade and other receivables 326 899 167 281 82 412
Cash and cash equivalents 2 799 1 597 1 126
Total assets 21 501 162 18 087 522 15 898 530
EQUITY AND LIABILITIES
Total equity attributable to
equity holders 11 603 926 10 698 505 8 006 714
Share capital 2 933 2 895 2 749
Share premium 3 209 930 3 031 257 2 712 168
Non-distributable reserves 8 391 063 7 664 353 5 291 797
Retained earnings – – –
Total liabilities 9 897 236 7 389 017 7 891 816
Non-current liabilities 7 759 595 5 727 403 5 677 981
Linked debentures 1 408 028 1 389 812 1 319 680
Interest-bearing borrowings 5 938 121 3 787 026 2 954 973
BEE instrument – – 337 640
Deferred tax 413 446 550 565 1 065 688
Current liabilities 2 137 641 1 661 614 2 213 835
Trade and other payables 295 241 261 481 359 021
Linked debenture interest payable 468 140 394 446 370 967
Income tax payable 1 392 1 007 1 318
Interest-bearing borrowings 1 372 868 1 004 680 1 482 529
Total equity and liabilities 21 501 162 18 087 522 15 898 530
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Reviewed Audited Audited
for the for the for the
six months six months year
ended ended ended
Dec 2013 Jun 2013 Dec 2012
R'000 R'000 R'000
Net rental and related revenue 450 804 406 620 793 777
Recoveries and contractual
rental revenue 667 702 614 250 1 140 230
Straight-lining of rental revenue
adjustment 16 296 11 387 51 115
Rental revenue 683 998 625 637 1 191 345
Property operating expenses (233 194) (219 017) (397 568)
Distributable income from
investments 172 108 113 775 210 718
Fair value gain on investment
property and investments 502 861 1 290 287 1 955 550
Fair value gain on investment
property 35 421 760 185 1 061 731
Adjustment resulting from straight-
lining of rental revenue (16 296) (11 387) (51 115)
Fair value gain on investments 483 736 541 489 944 934
Fair value loss on BEE instrument – – (187 290)
Management fees received from PFM 40 676 42 821 79 065
Administrative expenses (46 136) (46 755) (78 616)
Deconsolidation of BEE SPV – 6 733 –
Termination fee received from
BEE partner 54 366 – –
Profit on sale of interest in
subsidiary 3 990 – –
Distributable income from associate 5 070 – –
Profit before net finance costs 1 183 739 1 813 481 2 773 204
Net finance costs (593 383) (289 070) (1 036 608)
Finance income 118 142 257 488 93 479
Interest from loans 46 455 39 622 75 975
Fair value adjustment on interest
rate derivatives 67 209 216 004 13 910
Interest on linked units issued cum
distribution 4 478 1 862 3 594
Finance costs (711 525) (546 558) (1 130 087)
Interest on borrowings (278 649) (185 231) (365 137)
Capitalised interest 35 264 33 119 37 697
Fair value adjustment on interest
rate derivatives – – (106 014)
Interest to linked debenture holders
– interim (468 140) (325 666)
– final (394 446) (370 967)
Profit before income tax 590 356 1 524 411 1 736 596
Income tax 136 354 513 090 (525 127)
Profit for the period attributable
to equity holders 726 710 2 037 501 1 211 469
Total comprehensive income for
the period 726 710 2 037 501 1 211 469
Basic earnings per share (cents) 247,74 703,69 444,85
Basic earnings per linked unit
(cents) 407,33 839,92 700,66
Diluted earnings per share (cents) 247,74 703,69 427,87
Diluted earnings per linked
unit (cents) 407,33 839,92 673,91
RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS AND
DISTRIBUTABLE INCOME
Reviewed Audited Audited
for the for the for the
six months six months year
ended ended ended
Dec 2013 Jun 2013 Dec 2012
R'000 R'000 R'000
Basic earnings (shares) – profit
for the period attributable
to equity holders 726 710 2 037 501 1 211 469
– interest to linked debenture
holders 468 140 394 446 696 633
Basic earnings (linked units) 1 194 850 2 431 947 1 908 102
Adjusted for: (21 923) (1 494 470) (661 218)
– fair value gain on investment
property (19 125) (748 798) (1 010 616)
– profit on sale of interest in
subsidiaries (3 990) – –
– income tax effect 1 192 (745 672) 349 398
Headline earnings (linked units) 1 172 927 937 477 1 246 884
Straight-lining of rental revenue
adjustment (16 296) (11 387) (51 115)
Fair value gain on investments (483 736) (541 489) (944 934)
Fair value loss on BEE instrument – – 187 290
Fair value adjustment on interest
rate derivatives (67 209) (216 004) 92 104
Interest paid by BEE SPV – – 18 315
Income received by BEE SPV – – (27 640)
Deconsolidation of BEE SPV – (6 733) –
Income tax effect (137 546) 232 582 175 729
Distributable income 468 140 394 446 696 633
Less: distribution declared (468 140) (394 446) (696 633)
Income not distributed – – –
Headline earnings per share (cents) 240,26 187,55 202,05
Headline earnings per linked unit
(cents) 399,85 323,78 457,86
Diluted headline earnings per
share (cents) 240,26 187,55 194,34
Diluted headline earnings per
linked unit (cents) 399,85 323,78 440,38
Basic earnings per share, basic earnings per linked unit, headline
earnings per share and headline earnings per linked unit are based on the
weighted average of 293 339 070 (Jun 2013: 289 544 070; Dec 2012: 272 329
259) shares/linked units in issue during the period.
Resilient has no dilutionary instruments in issue. For Dec 2012 the
diluted earnings per share, diluted earnings per linked unit, diluted
headline earnings per share and diluted headline earnings per linked unit
were based on the weighted average of 283 140 070 shares/linked units in
issue during the year.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Non-dis
Share Share tributable Retained
capital premium reserves earnings Total
Reviewed R'000 R'000 R'000 R'000 R'000
Balance at Dec 2011 2 697 2 490 931 4 080 328 – 6 573 956
Issue of units 52 221 237 221 289
Total comprehensive
income for the year 1 211 469 1 211 469
Transfer to non-
distributable reserves 1 211 469 (1 211 469) –
Balance at Dec 2012 2 749 2 712 168 5 291 797 – 8 006 714
Issue of units 38 176 819 176 857
Recognition of units
issued to BEE SPV 108 142 270 (2 585) 139 793
Derecognition of
BEE instrument 337 640 337 640
Total comprehensive
income for the period 2 037 501 2 037 501
Transfer to non-
distributable reserves 2 037 501 (2 037 501) –
Balance at Jun 2013 2 895 3 031 257 7 664 353 – 10 698 505
Issue of 3 795 000
units on
13 Nov 2013 38 178 673 178 711
Total comprehensive
income for the period 726 710 726 710
Transfer to non-
distributable reserves 726 710 (726 710) –
Balance at Dec 2013 2 933 3 209 930 8 391 063 – 11 603 926
Non-distributable reserves comprise those profits and losses that are not
distributable to unitholders and are made up of revaluation adjustments on
investment property, investment property held for sale and investments,
the share of post-acquisition reserves of associates, straight-lining
adjustments and other non-distributable balances.
CONSOLIDATED STATEMENT OF CASH FLOWS
Reviewed Audited Audited
for the for the for the
six months six months year
ended ended ended
Dec 2013 Jun 2013 Dec 2012
R'000 R'000 R'000
Cash (outflow)/inflow from
operating activities (26 214) 22 234 11 209
Cash outflow from investing
activities (2 693 272) (771 344) (704 071)
Cash inflow from financing
activities 2 720 688 749 581 690 162
Increase/(decrease) in cash
and cash equivalents 1 202 471 (2 700)
Cash and cash equivalents at
beginning of period 1 597 1 126 3 826
Cash and cash equivalents at
end of period 2 799 1 597 1 126
Cash and cash equivalents consist of:
Current accounts 2 799 1 597 1 126
NOTES
1 PREPARATION, ACCOUNTING POLICIES AND REVIEW OPINION
The condensed reviewed consolidated interim financial statements have been
prepared in accordance with International Financial Reporting Standards,
the SAICA Financial Reporting Guides as issued by the Accounting Practices
Committee and Financial Reporting Pronouncements as issued by the
Financial Reporting Standards Council, the information contained in IAS
34: Interim Financial Reporting, the JSE Listings Requirements and the
requirements of the South African Companies Act.
This report was compiled under the supervision of Nick Hanekom CA(SA), the
financial director.
The accounting policies adopted are consistent with those applied in the
prior periods.
The directors are not aware of any matters or circumstances arising
subsequent to 31 December 2013 that require any additional disclosure or
adjustment to the financial statements.
Deloitte & Touche has reviewed the financial information set out in this
report. The review was conducted in accordance with ISRE 2410: Review of
Interim Financial Information performed by the Independent Auditor of the
Entity. Their unmodified review report is available for inspection at
Resilient’s registered address.
2 INTANGIBLE ASSET
The intangible asset relates to the management contract of PFM, the
management company of Capital, and is carried at cost.
3 LEASE EXPIRY PROFILE (not reviewed)
Based on
Based on contractual
rentable rental
Lease expiry area revenue
Vacant 2,7%
Jun 2014 8,4% 8,0%
Jun 2015 14,9% 18,2%
Jun 2016 13,7% 15,8%
Jun 2017 9,4% 11,1%
Jun 2018 14,6% 17,1%
>Jun 2018 36,3% 29,8%
100,0% 100,0%
4 SEGMENTAL ANALYSIS
Reviewed Audited Audited
for the for the for the
six months six months year
ended ended ended
Dec 2013 Jun 2013 Dec 2012
R’000 R’000 R’000
Rental revenue
Retail 683 998 625 637 1 191 345
Profit before net finance costs
Retail 469 929 1 155 418 1 804 393
Corporate 713 810 658 063 968 811
Total 1 183 739 1 813 481 2 773 204
5 PAYMENT OF INTERIM DISTRIBUTION
The board has approved and notice is hereby given of an interim
distribution (distribution no 22) of 159,59 cents per linked unit for the
six months ended 31 December 2013.
In accordance with Resilient’s status as a REIT, linked unitholders are
advised that the distribution meets the requirements of a “qualifying
distribution” for the purposes of section 25BB of the Income Tax Act, No.
58 of 1962 (“Income Tax Act”). Accordingly, qualifying distributions
received by local tax residents must be included in the gross income of
such linked unitholders (as a non-exempt dividend in terms of section
10(1)(k)(aa) of the Income Tax Act), with the effect that the qualifying
distribution is taxable as income in the hands of the linked unitholder.
These qualifying distributions are, however, exempt from dividend
withholding tax in the hands of South African tax resident linked
unitholders, provided that the South African resident linked unitholders
provided the following forms to their Central Securities Depository
Participant (“CSDP”) or broker, as the case may be, in respect of
uncertificated linked units, or the company, in respect of certificated
linked units:
a) a declaration that the distribution is exempt from dividends tax; and
b) a written undertaking to inform the CSDP, broker or the company, as
the case may be, should the circumstances affecting the exemption
change or the beneficial owner cease to be the beneficial owner,
both in the form prescribed by the Commissioner for the South African
Revenue Service. Linked unitholders are advised to contact their CSDP,
broker or the company, as the case may be, to arrange for the
abovementioned documents to be submitted prior to payment of the
distribution, if such documents have not already been submitted.
Qualifying distributions received by non-resident linked unitholders will
not be taxable as income and instead will be treated as ordinary dividends
but which are exempt in terms of the usual dividend exemptions per section
10(1)(k) of the Income Tax Act. It should be noted that until 31 December
2013 qualifying distributions received by non-residents were not subject to
dividend withholding tax. From 1 January 2014, any qualifying distribution
received by a non-resident from a REIT will be subject to dividend
withholding tax at 15%, unless the rate is reduced in terms of any
applicable agreement for the avoidance of double taxation (“DTA”) between
South Africa and the country of residence of the linked unitholder.
Assuming dividend withholding tax will be withheld at a rate of 15%, the
net amount due to non-resident linked unitholders will be 135,6515 cents
per linked unit. A reduced dividend withholding tax rate in terms of the
applicable DTA, may only be relied on if the non-resident linked unitholder
has provided the following forms to their CSDP or broker, as the case may
be, in respect of uncertificated linked units, or the company, in respect
of certificated linked units:
a) a declaration that the dividend is subject to a reduced rate as a
result of the application of a DTA; and
b) a written undertaking to inform their CSDP, broker or the company, as
the case may be, should the circumstances affecting the reduced rate
change or the beneficial owner cease to be the beneficial owner,
both in the form prescribed by the Commissioner for the South African
Revenue Service. Non-resident linked unitholders are advised to contact
their CSDP, broker or the company, as the case may be, to arrange for
the abovementioned documents to be submitted prior to payment of the
distribution if such documents have not already been submitted, if
applicable.
Local tax resident linked unitholders as well as non-resident linked
unitholders are encouraged to consult their professional advisors should
they be in any doubt as to the appropriate action to take.
The distribution is payable to Resilient linked unitholders in accordance
with the timetable set out below:
Last date to trade cum distribution Friday, 21 February 2014
Units trade ex distribution Monday, 24 February 2014
Record date Friday, 28 February 2014
Payment date Monday, 3 March 2014
Linked unit certificates may not be dematerialised or rematerialised
between Monday, 24 February 2014 and Friday, 28 February 2014, both days
inclusive.
In respect of dematerialised linked unitholders, the distribution will be
transferred to the CSDP accounts/broker accounts on Monday, 3 March 2014.
Certificated linked unitholders’ distribution payments will be posted on
or about Monday,
3 March 2014.
Resilient income tax reference number: 9579269144
Directors: JJ Njeke (chairman); Des de Beer*; Thembi Chagonda; Andries de
Lange*; Marthin Greyling; Nick Hanekom*; Bryan Hopkins; Johann Kriek*;
Spiro Noussis; Umsha Reddy; Barry van Wyk (*executive director)
Changes to the board of directors: There were no changes to the board of
directors since 6 August 2013, the date of the previous results
announcement.
Company secretary: Rajeshree Sookdeyu
Registered address: 4th Floor Rivonia Village, Rivonia Boulevard, Rivonia,
2191
Transfer secretaries: Link Market Services South Africa Proprietary
Limited 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001
Sponsor: Java Capital
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