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FORTRESS INCOME FUND LIMITED - Condensed unaudited consolidated interim financial statements for the six months ended 31 December 2013

Release Date: 11/02/2014 14:37
Code(s): FFB FFA     PDF:  
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Condensed unaudited consolidated interim financial statements for the six months ended 31 December 2013

FORTRESS INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Reg no 2009/016487/06)
JSE share codes “FFA” ISIN ZAE000141313 and “FFB” ISIN ZAE000141321
respectively
(“Fortress” or “the group”)
(Approved as a REIT by the JSE)

CONDENSED UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE SIX
MONTHS ENDED 31 DECEMBER 2013

DIRECTORS’ COMMENTARY
Fortress is a property company investing in both direct property
investments and listed property securities. Fortress, an internally
managed fund, owns 101 investment properties with a gross lettable area
(“GLA”) of 635 190m² (Fortress’ share) valued at R6,2 billion. The fair
value of the listed property portfolio is R4,3 billion at December 2013,
72,9% of which is exposed to US Dollar or Euro.

Fortress disposed of 18 office and industrial properties during the six
months ended December 2013. These included the eight properties held for
sale at June 2013. Fortress acquired six properties from Resilient for R1
042 million for which it paid R521 million in cash and issued 25 469 463
million Fortress A and 25 469 463 Fortress B linked units. A 25% interest
in The Galleria and Arbour Crossing was acquired for R548,6 million in
cash. In accordance with Fortress’ strategy, retail property now
constitutes 87,3% of direct property holdings. Industrial holdings was
reduced to 10,5%. The office and residential holdings of 0,7% and 1,5%
respectively, are now negligible and the company intends exiting these
sectors.

1 DISTRIBUTABLE EARNINGS
The December 2013 interim distribution of 77,70 cents is an increase of
11,85% over the 69,47 cents distributed for the prior comparable six month
period. Of the total distribution for December 2013, 58,81 cents accrued
to the A linked units and 18,89 cents to the B linked units, representing
growth of 5,0% and 40,3% respectively.

2 VACANCIES
At December 2013 vacancies increased to 5,5% of the portfolio, compared to
4,9% at June 2013. This vacancy included 3 150m² at 312 Kent Avenue which
transferred after the reporting period. The vacancies in the industrial
portfolio reduced from 5,9% at June 2013 to 3,8% at December 2013. The
vacancies in the retail portfolio increased from 3,7% at June 2013 to 5,6%
with the acquisition of The Galleria and Arbour Crossing which are
currently 11,8% and 5,1% vacant respectively. In addition, there are 3
087m² of planned vacancies for redevelopment at Biyela Shopping Centre and
Central Park Bloemfontein. Total vacancies of less than 5% are projected
at year-end.

3 DISPOSALS
The properties below were sold during the period. Apart from 312 Kent
Avenue and 14 Commerce Crescent, the properties transferred by the end of
the reporting period. The remaining two properties transferred in January
2014.
                                           Book
                                          value         Net
                                       Jun 2013    proceeds     Exit   Transfer
Property                      Sector      R’000       R’000    yield       date
Sasol Rosebank*               Office    130 000     140 000     9,4%   Jul 2013
Hertzog Boulevard*            Office     88 978      88 978     8,8%   Jul 2013
308 Kent Avenue*              Office     59 008      59 008    10,3%   Jul 2013
Hanover Square*               Office     24 957      24 957    10,3%   Jul 2013
Wedgefield Office Park*       Office      9 318       9 318     9,3%   Jul 2013
7 – 9 Hawthorne Place     Industrial     12 200      14 150     8,8%   Jul 2013
563 Voortrekker Road      Industrial     12 600      13 500     8,7%   Jul 2013
10 Hawthorne Place        Industrial     10 614      10 614    10,4%   Jul 2013
30 Mahogany Road          Industrial      8 400       8 400     8,7%   Jul 2013
Brits Office Park             Office      5 600       5 600    12,0%   Jul 2013
3 Mountain Ridge Road     Industrial      8 200       8 850     8,5%   Oct 2013
13 Cedarfield Close       Industrial      5 800       8 550     8,5%   Oct 2013
1 Imola Place             Industrial      6 550       8 150     8,5%   Oct 2013
Epp Yard Gunners
Circle                    Industrial     51 000     49 000      9,8%   Nov 2013
Atlas Road Industrial
Park Anderbolt            Industrial     30 000     30 000     10,3%   Nov 2013
Top Road Industrial
Park                      Industrial    12   000    12   150   10,3%   Nov 2013
14 Commerce Crescent      Industrial    29   100    29   650   10,3%   Jan 2014
312 Kent Avenue               Office    13   800    16   400       #   Jan 2014
Total                                  518   125   537   275

*Sold to Tower Property Fund Limited (“Tower”) for R156,1 million in cash
and 16 762 478 shares in Tower, inclusive of an “agterskot” payment due to
successful leasing at Sasol Rosebank.
#Partially vacant.

4 PROPERTY ACQUISITIONS
Fortress acquired interests in eight retail centres during the six months
ended December 2013:
                                   100%    Purchase
                                    GLA       price   Purchase   Effective
Property name                       m²        R’000      yield        date
The Galleria (25%)               88 443     548 611       8,0%    Oct 2013
Arbour Crossing (25%)            39 786
Nelspruit Plaza (leasehold)      18 525     312 500       8,0%    Jul 2013
Rustenburg Plaza                 12 188     260 000       8,0%    Jul 2013
Central Park Bloemfontein        12 753     163 000       8,3%    Jul 2013
New Redruth Village              12 028     151 000       8,3%    Jul 2013
Sterkspruit Plaza (82%)          10 696     105 544       8,3%    Jul 2013
Tzaneen Lifestyle Centre (25%)    9 380      49 946       8,0%    Jul 2013
Total                           203 799   1 590 601

5 EXTENSIONS AND REFURBISHMENTS
Biyela Shopping Centre
Construction commenced in August 2013 to accommodate a new 2 437m²
Cambridge Food store. The centre will also be substantially redeveloped at
an estimated cost of R26 million and a budgeted yield of 9%. The Cambridge
Food store is scheduled to commence trading in March 2014 and the
remaining construction work is due for completion in June 2014.
Checkers Mayville
The R10 million refurbishment of this centre was completed in time for the
Christmas trade. Shoprite Checkers has an effective 10-year head lease
over this property, with nine years remaining.

Evaton Mall
The 7 884m² extension which commenced in January 2013, opened in November
2013. The enclosed mall introduced Clicks, Edgars, Foschini, Game and
Truworths and several other national retailers. A strong trading
performance has been reported to date. The extension yielded 8% on the
cost of R130 million with significant upside in rental renewals now
anticipated on the original tenants. Evaton Mall has been positioned as
the dominant retail centre in Evaton, Sebokeng and Orange Farm.

Flamwood Walk Klerksdorp
The expansion commenced in October 2013 with completion scheduled for
October 2014. The centre will measure 24 000m² on completion with Checkers
and Game as anchors and includes Dis-Chem, Food Lover’s Market, HiFi Corp
and Software Connection as tenants. Fortress’ 50% interest in the
development is estimated to cost R154 million and to yield 8,2%.

Game Makhado
The Game store was extended by 945m² to 5 703m² and a new 10-year lease
was entered into. The capital cost of Fortress’ 50% interest was R5,5
million at a 9% yield. The centre was refurbished and Game Liquor, Maxi’s
and PostNet were introduced.

Philippi Shopping Centre
Construction of an additional 1 421m² of retail space to accommodate
Ackermans and Shoprite Liquor was completed in November 2013. The project
was completed within the budget of R18,5 million and a yield of 10,1% was
achieved.

6 LISTED PORTFOLIO
                                 Dec 2013                  Jun 2013
                              Number                    Number
                           of units/   Fair value    of units/   Fair value
                              shares        R’000       shares        R’000
Capital (CPL)             42 500 000      452 625   42 500 000      452 200
Nepi (NEP)                20 410 000    1 653 210   17 500 000    1 172 325
Resilient (RES)           12 841 627      712 710   12 400 000      666 375
Tower (TWR)#               1 140 000        9 348            –            –
                                        2 827 893                 2 290 900
Rockcastle (ROC)         107 500 716   1 505 010*   65 769 000      884 593
                                        4 332 903                 3 175 493

#Fortress disposed of its interest in Tower during January 2014. Fortress
earned an underwriting fee of R7,5 million from Tower which was offset
against an interest rate cap premium of R8,5 million.
*Rockcastle was treated as an associate (equity accounted) and was thus
not fair valued at December 2013 in the financial statements.

7 FACILITIES AND INTEREST RATE DERIVATIVES
Fortress increased its interest-bearing debt to asset ratio from 24,0% at
June 2013 to 29,5% at December 2013. Notes totalling R1 620 million has
been issued under Fortress’ R2 billion unsecured DMTN programme.
A new three-year secured facility of R275 million from RMB was accepted in
December 2013. Fortress also accepted a new five-year facility of R240
million from Nedbank.

                                                                   Average
                                                       Amount       margin
Facility expiry                                     R’million   over Jibar
Jun 2014                                                  250        0,29%
Jun 2015                                                  500        0,83%
Jun 2016                                                  870        1,59%
Jun 2017                                                2 178        1,59%
Jun 2018                                                    –            –
Jun 2019                                                  240        1,65%
                                                        4 038        1,42%

                                                       Amount      Average
Interest rate swaps expiry                          R’million    swap rate
Jun 2014                                                   50        8,05%
Jun 2015                                                  300        7,53%
Jun 2016                                                  200        8,16%
Jun 2017                                                  310        7,40%
Jun 2018                                                  500        7,57%
Jun 2019                                                  400        6,85%
Jun 2020                                                  300        7,24%
Jun 2021                                                  100        7,87%
Jun 2022                                                  200        8,13%
                                                        2 360        7,50%

                                                       Amount      Average
Interest rate caps expiry                           R’million     cap rate
Jun 2019                                                  100        7,43%
Jun 2020                                                  200        7,52%
Jun 2021                                                  200        7,78%
                                                          500        7,60%

                                                                    Amount
Variable rate instruments                                            R’000
Loan to BEE vehicle                                              (221 471)
Loans to development partners                                    (103 546)
Cash and cash equivalents                                          (7 502)
Interest-bearing borrowings                                      3 344 236
Capital commitments contracted for                                 166 797
                                                                 3 178 514
Total interest rate derivatives                                  2 860 000

Percentage hedged                                                    90,0%
Weighted average hedge term (years)                                    4,4

Fortress’ all-in weighted average cost of funding was 8,07% at December
2013.

8 SUMMARY OF FINANCIAL PERFORMANCE
                           Dec 2013        Jun 2013      Dec 2012       Jun 2012
Distribution per
  A linked unit (cents)       58,81          56,01          56,01          53,34
Distribution per
  B linked unit (cents)       18,89          15,22          13,46           9,95
A linked units in
  issue                 358 412 595     316 832 021   299 594 493     293 084 493
B linked units in
  issue                 358 412 595     316 832 021   299 594 493     293 084 493
Net asset value per
  Combined linked unit*      R20,32          R19,22        R15,47          R14,66
Net asset value per
  A linked unit#             R14,45          R14,90        R14,24          R13,20
Net asset value per
  B linked unit               R5,87           R4,32         R1,23           R1,46
Interest-bearing debt
to asset ratio**              29,5%           24,0%         22,3%           19,4%

*Net asset value includes total equity attributable to equity holders and
linked debentures.
#60-day volume weighted average trading price at reporting date limited to
combined net asset value.
**The interest-bearing debt to asset ratio is calculated by dividing total
interest-bearing borrowings by total assets.

9 PROSPECTS
Following the strong property performance and the depreciation of the
Rand, the board is of the opinion that Fortress will achieve growth in
distributions of approximately 12% 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 Fortress’ auditors.

By order of the board

Mark Stevens                          Wiko Serfontein
Managing director                     Financial director

Johannesburg
11 February 2014

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                       Unaudited            Audited    Unaudited
                                        Dec 2013           Jun 2013     Dec 2012
                                           R'000              R'000        R'000
ASSETS
Non-current assets                    11 115 228        8 393 133      6 652 953
Investment property                    5 695 852        4 351 125      4 027 991
Straight-lining of rental revenue
  adjustment                             122 304           79 128         77 365
Investment property under development    318 952          148 797         57 981
Investment in associate company        1 406 651                –              –
Investments                            2 827 893        3 175 493      1 910 448
Fortress Unit Purchase Trust loans       418 559          374 370        311 197
Loan to BEE vehicle                      221 471          193 104        193 218
Loans to development partners            103 546           71 116         74 753

Current assets                            224 745         409 464         78 708
Investment property held for sale          45 655         329 553         42 450
Straight-lining of rental revenue
  adjustment                                    395         7   322         650
Fortress Unit Purchase Trust loans            9 655         7   860       5 620
Trade and other receivables                 161 538        61   083      26 446
Cash and cash equivalents                     7 502         3   646       3 542

Total assets                             11 339 973     8 802 597     6 731 661
EQUITY AND LIABILITIES
Total equity attributable to
  equity holders                          4 058   759   3 237   962   1 938   152
Share capital                                 7   168       6   336       5   992
Share premium                             1 453   970     940   839     709   256
Non-distributable reserves                2 597   621   2 290   787   1 222   904
Retained earnings                                   –             –             –

Total liabilities                         7 281 214     5 564 635     4 793 509

Non-current liabilities                   6 038 666     4 693 004     3 379 737
Linked debentures                         3 225 713     2 851 488     2 696 350
Interest-bearing borrowings               2 579 766     1 607 285       466 193
Deferred tax                                233 187       234 231       217 194

Current liabilities                       1 242 548       871 631     1 413 772
Trade and other payables                    198 878       141 428       172 289
Linked debenture interest payable           278 486       225 679       208 128
Income tax payable                              714           421             -
Interest-bearing borrowings                 764 470       504 103     1 033 355

Total equity and liabilities             11 339 973     8 802 597     6 731 661


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                       Unaudited         Audited       Unaudited
                                         for the         for the         for the
                                      six months            year      six months
                                           ended           ended           ended
                                        Dec 2013        Jun 2013        Dec 2012
                                           R'000           R'000           R'000
Net rental and related revenue           281 184         465 300         246 542
Recoveries and contractual rental
  revenue                                377 543          640 002        319 255
Straight-lining of rental revenue
adjustment                                36 249           48 006         39 801
Rental revenue                           413 792          688 008        359 056
Property operating expenses            (132 608)        (222 708)       (112 514)

Distributable income from investments       104 162       119 056        51 013

Fair value gain on investment
  property and investments                  250 962     1 294 355       288 662
Fair value gain on investment property       18 413       688 228         4 279
Adjustment resulting from
  straight-lining of rental revenue        (36 249)     (48 006)       (39 801)
Fair value gain on investments              268 798      654 133        324 184

Administrative expenses                    (12 735)     (25 506)       (12 603)
Profit on sale of subsidiary                     –         115             115
Distributable income from associate          17 044         –               –
Tower underwriting fee                        7 500         –               –

Profit before net finance costs             648 117     1 853 320        573 729

Net finance costs                         (341 965)     (456 987)       (270 241)

Finance income                                      57 430     112 539     24 740
Interest from loans                                 31 289      46 337     20 834
Fair value adjustment on derivatives                18 941      53 857          –
Interest on linked units issued cum
  distribution                                       7 200      12 345      3 906

Finance costs                                  (399 395)     (569 526)   (294 981)
Interest on borrowings                         (128 222)     (142 738)    (64 374)
Capitalised interest                               7 313         7 019       2 611
Fair value adjustment on derivatives                   –             –    (25 090)
Interest to linked debenture holders
– A linked units                               (210 782)     (345 260)   (167 803)
– B linked units                                (67 704)      (88 547)    (40 325)

Profit before income tax expense                   306 152   1 396 333    303 488

Income tax                                             682   (124 570)    (99 608)

Profit for the period attributable
  to equity holders                                306 834   1 271 763    203 880

Total comprehensive income for the
  period                                           306 834   1 271 763    203 880

Basic   earnings   per   A   share (cents)           42,80      206,31      34,03
Basic   earnings   per   B   share (cents)           42,80      206,31      34,03
Basic   earnings   per   A   linked unit (cents)    101,61      318,33      90,04
Basic   earnings   per   B   linked unit (cents)     61,69      235,04      47,49

Fortress has no dilutionary instruments in issue.



RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS AND
DISTRIBUTABLE INCOME
                                       Unaudited      Audited     Unaudited
                                         for the      for the       for the
                                      six months         year    six months
                                           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                         306 834    1 271 763       203 880
– interest to A linked debenture
    holders                              210 782      345 260       167 803
– interest to B linked debenture
    holders                               67 704       88 547        40 325
Basic earnings (linked units)             585 320    1 705 570      412 008
Adjusted for:                              17 876    (719 365)       70 161
– fair value gain on investment
   property                                17 836    (640 222)       35 522
– income tax effect                            40     (79 143)       34 639
Headline earnings (linked units)          603 196      986 205      482 169

Straight-lining of rental revenue
  adjustment                                (36 249)     (48 006)     (39 801)
Fair value gain on investments             (268 798)    (654 133)    (324 184)
Fair value adjustment on derivatives        (18 941)     (53 857)       25 090
Profit on sale of subsidiary                       –        (115)        (115)
Income tax effect                              (722)      203 713       64 969

Distributable income                         278 486      433 807      208 128
Less: distributions declared               (278 486)    (433 807)    (208 128)
Income not distributed                             –            –            –

Headline   earnings per A share (cents)        45,30         89,61       45,74
Headline   earnings per B share (cents)        45,30         89,61       45,74
Headline   earnings per A linked unit
(cents)                                       104,11        201,63      101,75
Headline   earnings per B linked unit
(cents)                                        64,19        118,34       59,20

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 358 412 595 (Jun 2013: 308 213 257; Dec 2012: 299 594
493) shares/linked units in issue during the period for both A and B
shares/linked units.

CONSOLIDATED STATEMENT OF CASH FLOWS
                                           Unaudited      Audited     Unaudited
                                             for the      for the       for the
                                          six months         year    six months
                                               ended        ended         ended
                                            Dec 2013     Jun 2013      Dec 2012
                                              R'000         R'000         R'000
Cash (outflow)/inflow from operating
  activities                              (1 416)           30 075     (7 660)
Cash outflow from investing
  activities                          (2 122 964)      (1 531 352)   (486 377)
Cash inflow from financing
  activities                            2 128 236       1 496 572      489 228
Increase/(decrease) in cash and
  cash equivalents                          3 856          (4 705)     (4 809)
Cash and cash equivalents at the
  beginning of the period                   3 646            8 351       8 351
Cash and cash equivalents at the
  end of the period                         7 502            3 646       3 542
Cash and cash equivalents consist of:
Current accounts                            7 502            3 646       3 542
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
                                               Non-dis-
                        Share       Share    tributable   Retained
                      capital     premium      reserves   earnings        Total
Unaudited               R'000       R'000         R'000      R'000        R'000
Balance at Jun 2012     5 862     633 974     1 019 024          –    1 658 860
Issue of linked units
  (equal number of
  A and B linked units)   130       75 282                              75 412
Total comprehensive
  income for the period                                     203 880    203 880
Transfer to non-
  distributable
  reserves                                      203 880   (203 880)           –

Balance at Dec 2012      5 992    709 256     1 222 904           –   1 938 152
Issue of linked units
  (equal number of
   A and B linked units) 344      231 583                              231 927
Total comprehensive income
  for the period                                          1 067 883   1 067 883
Transfer to non-
  distributable reserves                      1 067 883 (1 067 883)           –

Balance at Jun 2013     6 336     940 839     2 290 787           –   3 237 962
Issue of linked units
  (equal number of
  A and B linked units)   832     513 131                              513 963
– Issue of 25 469 463
    units effective
    1 Jul 2013            510     301 349                              301 859
– Issue of 11 111 111
    units effective
    23 Sep 2013           222     144 157                              144 379
– Issue of 5 000 000
    units effective
    26 Nov 2013           100       67 625                              67 725
Total comprehensive
  income for the period                                     306 834    306 834
Transfer to non-
  distributable
  reserves                                      306 834   (306 834)           –
Balance at Dec 2013     7 168    1 453 970    2 597 621           –   4 058 759

NOTES
1 PREPARATION AND ACCOUNTING POLICIES
The condensed unaudited 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 Wiko Serfontein 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.

This report was not audited or reviewed by the group’s auditors.

2 LEASE EXPIRY PROFILE
                                                                      Based on
                                                     Based on      contractual
                                                     rentable           rental
Lease expiry                                             area          revenue
Vacant                                                   5,5%
Jun 2014                                                 9,5%            8,4%
Jun 2015                                                18,8%           19,4%
Jun 2016                                                17,8%           15,6%
Jun 2017                                                13,3%           16,4%
Jun 2018                                                 9,1%           12,0%
>Jun 2018                                               26,0%           28,2%
Total                                                  100,0%          100,0%

3 SEGMENTAL ANALYSIS
                                       Unaudited      Audited       Unaudited
                                         for the      for the         for the
                                      six months         year      six months
                                           ended        ended           ended
Recoveries and contractual              Dec 2013     Jun 2013        Dec 2012
rental revenue                             R'000        R'000           R'000
Retail                                   302 850      456 668         214 477
Industrial                                64 541      122 332          72 945
Office                                     3 989       50 683          26 755
Residential                                6 163       10 319           5 078
Total                                    377 543      640 002         319 255

Property operating expenses
Retail                                 (107   431)   (159   374)     (76   485)
Industrial                              (22   404)    (43   078)     (25   367)
Office                                   (1   366)    (18   076)      (9   609)
Residential                              (1   407)     (2   180)      (1   053)
Total                                  (132   608)   (222   708)    (112   514)

Rental revenue
Retail                                   340 971       497   579      259   372
Industrial                                64 086       124   824       65   523
Office                                       981        52   448       29   083
Residential                                7 754        13   157        5   078
Total                                    413 792       688   008      359   056

Profit before net finance costs
Retail                                   195   476     852   975      148   935
Industrial                                48   196     158   545       40   914
Office                                    14   920      79   459       17   146
Residential                                4   756      14   543        4   025
Corporate                                384   769     747   798      362   709
Total                                    648   117   1 853   320      573   729
4 PAYMENT OF INTERIM DISTRIBUTIONS
The board has approved and notice is hereby given of interim distributions
(distributions no 9) of 58,81 cents per A linked unit and 18,89 cents per
B linked unit for the six months ended 31 December 2013.

In accordance with Fortress’ status as a REIT, linked unitholders are
advised that the distributions meet 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
49,9885 cents and 16,0565 cents per Fortress A and B linked unit
respectively. 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 distributions are payable to Fortress linked unitholders in accordance
with the timetable set out below:
Last date to trade cum distribution Friday, 7 March 2014
Linked units trade ex distribution Monday, 10 March 2014
Record date Friday, 14 March 2014
Payment date Monday, 17 March 2014

Linked unit certificates may not be dematerialised or rematerialised
between Monday, 10 March 2014 and Friday, 14 March 2014, both days
inclusive. Payment of the distribution will be made to linked unitholders
on Monday, 17 March 2014.

In respect of dematerialised linked unitholders, the distribution will be
transferred to the CSDP accounts/broker accounts on Monday, 17 March 2014.
Certificated linked unitholders’ distribution payments will be posted on
or about Monday, 17 March 2014.

Fortress income tax reference number: 9218846179

Directors
Jeff Zidel (chairman); Mark Stevens (managing director)*; Kura Chihota;
Nontando Mahlati; Chris Lister-James; Djurk Venter; Wiko Serfontein*
(*executive director)

Changes to the board of directors
There were no changes to the board of directors since 14 August 2013, the
date of the previous results announcement.

Company secretary
Bernita Schaper

Registered address
3rd 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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