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Abridged unaudited financial statements for the three months and nine months ended 31 March 2014
ROCKCASTLE GLOBAL REAL ESTATE COMPANY LIMITED
Incorporated in the Republic of Mauritius
Reg no 108869 C1/GBL
ISIN MU0364N00003
Primary listing SEM
SEM share code Rock.N0000
Secondary listing JSE
JSE share code ROC
(“Rockcastle” or “the Company”)
ABRIDGED UNAUDITED FINANCIAL STATEMENTS for the three months and nine months ended 31 March 2014
DIRECTORS’ COMMENTARY
NATURE OF THE BUSINESS
Rockcastle was established in Mauritius as a Category One Global Business
License Company. Rockcastle is a hybrid real estate company with a
portfolio comprising retail property developments and global listed real
estate securities.
REVIEW
The Company’s investment in higher growth listed stocks has been both
defensive and has contributed to an increase in net asset value per share.
Currently the listed portfolio is geographically and sectorally invested
as follows:
Geographical profile by market value
USA 35,5%
Europe 16,3%
Canada 13,6%
Singapore 12,7%
UK 8,8%
Australia 7,7%
Hong Kong 5,4%
Sectoral profile by market value
Retail 59,8%
Other/Diversified 12,7%
Office 3,7%
Residential 6,6%
Industrial 5,8%
Hotel 4,4%
Healthcare 4,1%
Mortgage 2,9%
The Company has identified certain regions as being able to provide strong
growth prospects and is currently undertaking extensive due diligence
investigations on a number of potential acquisitions. Additional details
in this regard will be provided as and when appropriate.
CHANGES TO THE BOARD
Rockcastle is well advanced in establishing an office in London. With the
increased focus on direct property acquisitions in Europe, the Company has
completed a restructuring at both a Board and executive management level
in order to create capacity for the direct property initiative. Spiro
Noussis and Nick Matulovich have been appointed to the roles of Chief
Executive Officer and Financial Director respectively and join Andre van
der Veer, who has been appointed as a non-executive director, as new
additions to the Board. Craig Hallowes, Stephen Delport and Alexandru
Morar have resigned from the Board. All changes to the Board are effective
from 14 May 2014.
DEVELOPMENTS
Kafubu Mall in Ndola, Zambia, opened shortly after the close of the
current quarter and is trading well with positive feedback from the
tenants. Mukuba Mall in Kitwe, Zambia, is on schedule to open in April
2015. Rockcastle has, since the last reporting period, committed to a
26,000m² mall in Lusaka, Zambia with over 75% Zambian and South African
national tenants. Further African developments are in the process of being
evaluated.
RISK HEDGING AND GEARING
In accordance with the Company’s hedging strategy, Rockcastle continues to
employ various bond shorts and interest rate swaps. Rockcastle’s loan to
value ratio (defined as total interest-bearing borrowings divided by the
total assets) was 41,9% as at 31 March 2014.
OUTLOOK
Rockcastle continues to maintain its exposure to higher growth, quality
stocks which are performing in line with expectations. In addition, the
Company continues to actively pursue direct property acquisitions. The
Board is confident that the forecast dividend growth of 4% will be met for
the year ending 30 June 2014.
The aforegoing forecast statement and the information underlying such
statement are the responsibility of the Board and have not been reviewed
or reported on by the Company’s external auditors. The forecast is based
on the assumptions that a stable global macro-economic environment will
prevail and no failures of listed REITs will occur.
By order of the Board
Intercontinental Trust Limited
Company Secretary
14 May 2014
STATEMENT OF FINANCIAL POSITION
Unaudited Audited Restated
as at as at as at
31 Mar 2014 30 Jun 2013 31 Mar 2013
USD’000 USD’000 USD’000
ASSETS
Non-current assets 1 108 145 693 644 465 633
Listed security investments 1 085 203 689 257 464 030
Rockcastle management
incentive loans 16 790 4 387 1 603
Loans to development partners 6 152 – –
Current assets 666 3 321 163
Cash and cash equivalents 541 195 162
Trade and other receivables 125 3 126 1
Total assets 1 108 811 696 965 465 796
EQUITY AND LIABILITIES
Total equity attributable to
equity holders 641 689 401 361 257 950
Stated capital 630 978 409 771 240 806
Non-distributable reserves (519) (8 410) 13 436
Retained income 11 230 - 3 708
Total liabilities 467 122 295 604 207 846
Non-current liabilities 290 972 66 970 207 453
Interest-bearing borrowings 290 972 66 970 207 453
Current liabilities 176 150 228 634 393
Trade and other payables 2 034 51 393
Interest-bearing borrowings 173 555 228 385 -
Income tax payable 561 198 -
Total equity and liabilities 1 108 811 696 965 465 796
Total number of shares in
issue 530 000 000 350 000 000 220 000 000
Net asset value per share (USD) 1,21 1,15 1,17
STATEMENT OF COMPREHENSIVE INCOME
Unaudited Restated Unaudited Restated
for the for the for the for the
nine months nine months three months three months
ended ended ended ended
31 Mar 2014 31 Mar 2013 31 Mar 2014 31 Mar 2013
USD’000 USD’000 USD’000 USD’000
Dividends received
from listed
security investments 27 131 5 134 12 155 3 292
Fair value gain
on listed security
investments 22 553 20 031 47 515 14 544
Foreign exchange
gain/(loss) 380 (64) 311 (1 805)
Operating expenses (865) (207) (385) (83)
Listing expenses - (314) - -
Profit before
net finance costs 49 199 24 580 59 596 15 948
Net finance costs (7 947) (874) (12 025) (609)
Finance income 231 30 170 -
Interest received 231 - 170 -
Fair value gain on
bond shorts - 30 - -
Finance costs (8 178) (904) (12 195) (609)
Interest on borrowings (7 372) (904) (3 537) (536)
Fair value loss
on interest rate
derivatives (746) - (1 799) -
Fair value loss
on bond shorts (60) - (6 859) (73)
Profit before income
tax expense 41 252 23 706 47 571 15 339
Income tax expense (560) (107) (305) (72)
Profit for the period
attributable to
equity holders 40 692 23 599 47 266 15 267
Total comprehensive
income for
the period 40 692 23 599 47 266 15 267
Weighted average
number of shares
in issue 441 318 681 83 628 802 530 000 000 143 516 484
Basic earnings
per share and
headline earnings
per share (USD cents) 9,22 28,22 8,92 10,64
There are no reconciling items between basic earnings and headline
earnings.
Rockcastle has no dilutionary instruments in issue.
STATEMENT OF CHANGES IN EQUITY
Non-
Stated Retained distributable
capital income reserves Total
Unaudited USD’000 USD’000 USD’000 USD’000
Restated for the nine
months ended
31 March 2013
Balance at
1 July 2012 6 201 - (71) 6 130
Issue of shares 234 605 234 605
Total comprehensive
income for
the period 23 599 23 599
Transfer to
non-distributable
reserves (13 507) 13 507 -
Dividend paid (6 384) (6 384)
Balance at
31 March 2013 240 806 3 708 13 436 257 950
Restated for the
three months ended
30 June 2013
Balance at
1 April 2013 240 806 3 708 13 436 257 950
Issue of shares 168 965 168 965
Total comprehensive
loss for
the period (25 554) (25 554)
Transfer from
non-distributable
reserves 21 846 (21 846) -
Balance at
30 June 2013 409 771 - (8 410) 401 361
Unaudited for the
nine months ended
31 March 2014
Balance at
1 July 2013
restated 409 771 - (8 410) 401 361
Issue of shares 235 207 235 207
Total comprehensive
income for
the period 40 692 40 692
Distribution -
Recategorisation
of reserves (14 000) 14 000 -
Distribution paid (35 571) (35 571)
Transfer to
non-distributable
reserves (7 891) 7 891 -
Balance at
31 March 2014 630 978 11 230 (519) 641 689
STATEMENT OF CASH FLOWS
Unaudited Restated
for the for the
nine months nine months
ended ended
31 Mar 2014 31 Mar 2013
USD’000 USD’000
Cash inflow from operating activities 23 165 3 779
Cash outflow from investing activities (391 567) (445 522)
Cash inflow from financing activities 368 748 441 905
Increase in cash and cash equivalents 346 162
Cash and cash equivalents at beginning of period 195 -
Cash and cash equivalents at end of period 541 162
Current accounts 541 162
SEGMENTAL REPORTING
Unaudited Restated
for the for the
nine months nine months
ended ended
31 Mar 2014 31 Mar 2013
USD’000 USD’000
Profit before income tax expense
Australia (705) 2 302
Canada 6 170 1 712
Europe 5 859 3 637
UK 13 801 313
Hong Kong 1 357 2 192
Singapore 245 3 295
USA 14 654 10 822
Corporate (129) (567)
41 252 23 706
Unaudited Audited Restated
as at as at as at
31 Mar 2014 30 Jun 2013 31 Mar 2013
USD’000 USD’000 USD’000
Total assets
Australia 83 223 52 823 37 907
Canada 147 736 90 125 61 468
Europe 176 443 135 869 78 519
UK 95 040 58 106 29 912
Hong Kong 58 110 33 867 23 448
Singapore 137 807 72 900 51 981
USA 387 384 248 888 180 795
Corporate 23 068 4 387 1 766
1 108 811 696 965 465 796
NOTES
The Company is required to publish financial results for the three months
and nine months ended 31 March 2014 in terms of the Listing Rule 12.19 of
the SEM. Accordingly, this announcement presents the financial results of
the Company in respect of the 3 month period from 1 January 2014 to 31
March 2014, the 9 month period from 1 July 2013 to 31 March 2014, as well
as the restated comparative results from the prior period.
The comparative results disclosed in this announcement have been restated
from a disclosure perspective to ensure the comparability of information
for the users of the financial statements. The disclosure of the financial
results for the three months and nine months ended 31 March 2013 have
accordingly been restated to ensure consistency between the comparative
information and the current period’s information using the accounting
policies and disclosures currently applied. The accounting policies which
have been applied are consistent with those used in the preparation of the
audited financial statements for the 15 month period ended 30 June 2013.
Non-distributable reserves arise from net changes in the fair value of the
assets in the Company on a US Dollar basis.
The abridged unaudited financial statements (“financial statements”) for
the three months and the nine months ended 31 March 2014 have been
prepared in accordance with the measurement and recognition requirements
of IFRS, the requirements of IAS 34: Interim Financial Reporting, the JSE
Listings Requirements, the SEM Listing Rules and the Securities Act of
Mauritius 2005.
The financial statements have not been reviewed or reported on by the
Company’s external auditors.
These financial statements were approved by the Board on 14 May 2014.
Copies of the financial statements and the Statement of direct and
indirect interests of each officer of the Company, pursuant to rule
8(2)(m) of the Securities (Disclosure Obligations of Reporting Issuers)
Rules of Mauritius 2007, are available free of charge, upon request at the
Registered Office of the Company at Level 3, Alexander House, 35
Cybercity, Ebene, 72201, Mauritius.
Contact person: Mr Kesaven Moothoosamy
This communiqué is issued pursuant to SEM Listing Rules 11.3 and 12.20 and
section 88 of the Securities Act of Mauritius 2005. The Board accepts full
responsibility for the accuracy of the information contained in these
financial statements. The directors are not aware of any matters or
circumstances arising subsequent to the period ended 31 March 2014 that
require any additional disclosure or adjustment to the financial
statements.
Directors
Mark Olivier (chairman); Spiro Noussis*; Nick Matulovich*; Andries de
Lange; Rory Kirk; Andre van der Veer; Yan Ng; Paul Pretorius*
(*executive director)
Company secretary
Intercontinental Trust Limited
Registered address
Level 3, Alexander House, 35 Cybercity, Ebene, 72201, Mauritius
Transfer secretary in South Africa
Link Market Services South Africa Proprietary Limited
JSE sponsor
Java Capital
SEM sponsor
Capital Market Brokers Limited
www.rockcastleglobalre.mu
Date: 14/05/2014 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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