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INGENUITY PROPERTY INVESTMENTS LTD - Audited preliminary condensed consolidated results for the year ended 31 August 2014

Release Date: 04/11/2014 16:00
Code(s): ING     PDF:  
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Audited preliminary condensed consolidated results for the year ended 31 August 2014

INGENUITY PROPERTY INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Company registration number 2000/018084/06)
Share code: ING    ISIN: ZAE000127411
("INGENUITY" or "the Company")


AUDITED PRELIMINARY CONDENSED CONSOLIDATED RESULTS for the year ended 31 August 2014

KEY FINANCIAL INDICATORS
                                                                   2014          2013
                                                                  R'000         R'000
Total contractual rental income                                 221 952        82 200
Investment property portfolio fair value                      2 556 325     1 301 297
Growth of asset base                                                96%           69%
Development property                                            183 417        87 790
Borrowings                                                    1 579 249       727 753
Loan to value ratio*                                                56%           52%
Market capitalisation at year-end                             1 029 749       684 718
Number of shares in issue (net of treasury shares)        1 142 536 316   736 616 773

Earnings per share                                           12.0 cents    10.1 cents
Headline earnings per share                                   4.2 cents     2.0 cents
Net asset value per share                                      94 cents      84 cents
Growth in net asset value per share                                 12%           12%

* Loan to value ratio is defined as interest-bearing debt divided by the total assets 
  (asset value of all properties and investments).


CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 August 2014
                                                                      2014       2013
                                                                     R'000      R'000
ASSETS
Non-current assets                                               2 741 516  1 396 380
Investment properties                                            2 475 239  1 259 876
Straight-line lease accrual                                         76 333     38 845
Investment properties under development                            183 417     87 790
Property and equipment                                               6 527         61
Loans receivable                                                         -      9 808
Current assets                                                      53 176     29 783
Trade and other receivables                                         12 682      5 649
Straight-line lease accrual                                          4 753      2 576
Tax receivable                                                       1 105      1 105
Cash and cash equivalents                                           34 636     20 453
Total assets                                                     2 794 692  1 426 163
EQUITY AND LIABILITIES
Shareholders' interest                                           1 072 904    615 094
Share capital                                                       12 115      8 055
Share premium                                                      693 540    361 224
Treasury shares                                                    (34 928)   (34 928)
Non-distributable reserve                                          257 317    171 464
Retained earnings                                                  132 393    102 412
Total equity attributable to equity holders of the parent        1 060 437    608 227
Non-controlling interest                                            12 467      6 867
Non-current liabilities                                          1 679 808    782 361
Borrowings                                                       1 576 279    727 753
Finance lease                                                        3 740          -
Deferred tax                                                        99 789     54 608
Current liabilities                                                 41 980     28 708
Trade and other payables                                            19 101     14 199
Current portion of borrowings                                        2 970          -
Prepaid rent received                                               10 012      6 632
Share-based payment                                                  9 897      6 437
Other financial liabilities                                              -      1 440
Total equity and liabilities                                     2 794 692  1 426 163


CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME 
for the year ended 31 August 2014
                                                                      2014       2013
                                                                     R'000      R'000
Revenue                                                            261 216     95 675
- Contractual                                                      221 952     82 200
- Straight-lining                                                   39 264     13 475
Net operating expenses                                             (74 861)   (38 755)
Profit before fair value adjustments                               186 355     56 920
Fair value adjustments to investment properties                    105 407     74 438
Profit before interest and taxation                                291 762    131 358
Interest received                                                    1 303      1 872
Interest paid                                                     (111 239)   (45 181)
Profit before taxation                                             181 826     88 049
Taxation                                                           (44 777)   (17 471)
Profit for the year                                                137 049     70 578
Attributable to:                              
Equity holders of the parent                                       132 024     70 274
Non-controlling interest                                             5 025        304
                                                                   137 049     70 578
Other comprehensive income:
To be reclassified subsequently to profit or loss:
Cash flow hedges                                                     1 440      8 711
Income tax relating to components of other
  comprehensive income                                                (403)    (2 439)
Other comprehensive income for the year, net of tax                  1 037      6 272
Total comprehensive income for the year                            138 086     76 850

Total comprehensive income attributable to:                        
Equity holders of the parent                                       133 061     76 546
Non-controlling interest                                             5 025        304
                                                                   138 086     76 850

                                                                     Cents      Cents
Basic and diluted earnings per share                                  12.0       10.1


COMMENTS TO THE CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS 
   AND OTHER COMPREHENSIVE INCOME
                              
1. Headline and diluted headline earnings per share                    4.2        2.0

2. The calculation of earnings per share is based on a weighted average number of 
   1 101 828 192 (2013: 693 296 225) shares in issue during the year. The actual 
   number of shares in issue at the year-end is 1 211 469 543 (2013: 805 550 000).

                                                                     R'000      R'000
   Headline earnings are calculated as follows:
   Earnings attributable to equity holders                         132 024     70 274
   Fair value adjustments to investment properties                (105 407)   (74 438)
   Gain on bargain purchase                                           (361)         -
   Total tax effects of adjustments                                 20 544     18 059
                                                                    46 800     13 895


CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 August 2014

Group                                                                            Non-
                                                                              distri-
                                               Share      Share   Treasury    butable
                                             capital    premium     shares    reserve
                                               R'000      R'000      R'000      R'000
Balance at 1 September 2012                    7 385    321 024    (34 928)   108 813
Decrease in non-controlling interest               -          -          -          - 
Total comprehensive income for the year            -          -          -      6 272
Profit for the year                                -          -          -          -
Other comprehensive income                         -          -          -      6 272

Net change in fair value of cash flow hedge 
  recognised directly in other 
  comprehensive income                             -          -          -      6 272 
Issue of 67 000 000 shares                       670     40 200          -          - 
Realisation of share option reserve                -          -          -          - 
Transfer to non-distributable reserve
  - fair value adjustments to properties           -          -          -     56 379 
Dividend paid - one cent per share                 -          -          -          - 
Balance at 31 August 2013                      8 055    361 224    (34 928)   171 464 


Group                                           
                                              Share-              Non-con-
                                               based   Retained   trolling      Total
                                            payments   earnings   interest     equity
                                               R'000      R'000      R'000      R'000
Balance at 1 September 2012                      863     94 520      6 977    504 654
Decrease in non-controlling interest               -          -       (414)      (414)
Total comprehensive income for the year            -     70 274        304     76 850
Profit for the year                                -     70 274        304     70 578
Other comprehensive income                         -          -          -      6 272
Net change in fair value of cash flow hedge 
  recognised directly in other 
  comprehensive income                             -          -          -      6 272
Issue of 67 000 000 shares                         -          -          -     40 870
Realisation of share option reserve             (863)       863          -          -
Transfer to non-distributable reserve
  - fair value adjustments to properties           -    (56 379)         -          -
Dividend paid - one cent per share                 -     (6 866)         -     (6 866)
Balance at 31 August 2013                          -    102 412      6 867    615 094


                                                                                 Non-
                                                                              distri-
                                               Share      Share   Treasury    butable
                                             capital    premium     shares    reserve
                                               R'000      R'000      R'000      R'000
Decrease in non-controlling interest 
  (settlement of agreement)                        -          -          -          -
Increase in non-controlling interest 
  (business acquired)                              -          -          -          -
Total comprehensive income for the year            -          -          -      1 037
Profit for the year                                -          -          -          -
Other comprehensive income                         -          -          -      1 037
Net change in fair value of cash flow hedge 
  recognised directly in other 
  comprehensive income                             -          -          -      1 037
Issue of 405 919 543 shares                    4 060    332 316          -          -
Transfer to non-distributable reserve
  - fair value adjustments to properties           -          -          -     84 816
Dividend paid - 1.5 cents per share                -          -          -          -
Balance at 31 August 2014                     12 115    693 540    (34 928)   257 317*

* Comprising fair value reserve
                                                                  Non-con-
                                                       Retained   trolling      Total
                                                       earnings   interest     equity
                                                          R'000      R'000      R'000
Decrease in non-controlling interest 
  (settlement of agreement)                                   -     (9 808)    (9 808)
Increase in non-controlling interest 
  (business acquired)                                         -     10 383     10 383
Total comprehensive income for the year                 132 024      5 025    138 086
Profit for the year                                     132 024      5 025    137 049
Other comprehensive income                                    -          -      1 037
Net change in fair value of cash flow hedge 
  recognised directly in other 
  comprehensive income                                        -          -      1 037
Issue of 405 919 543 shares                                   -          -    336 376
Transfer to non-distributable reserve
  - fair value adjustments to properties                (84 816)         -          -
Dividend paid - 1.5 cents per share                     (17 227)         -    (17 227)
Balance at 31 August 2014                               132 393     12 467  1 072 904


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 
for the year ended 31 August 2014

                                                                      2014       2013
                                                                     R'000      R'000
Cash flows from operating activities
Cash generated from operations                                     158 522     36 689 
Interest received                                                    1 303      1 034
Interest paid                                                     (112 529)   (39 271)
Taxation paid                                                            -       (627)
Dividends paid                                                     (17 226)    (6 867)
Net cash inflow/(outflow) from operating activities                 30 070     (9 042)

Cash flows from investing activities
Additions to property and equipment                                 (6 608)       (31)
Acquisitions/additions to investment properties                 (1 027 707)  (118 460)
Acquisitions/additions to investment properties 
  under development                                               (110 417)  (111 570)
Interest capitalised to investment properties and 
  investment properties under development                           (2 778)   (15 567)
Prepayments for investment property acquired after year-end           (105)    (2 284)
Business combinations                                              (42 922)         -
Net cash outflow from investing activities                      (1 190 537)  (247 912)

Cash flows from financing activities                              
Proceeds from the issue of shares                                  336 375     40 870
Financial liabilities raised                                       815 539    205 870
Repayments of finance lease                                           (225)         -
Proceeds from loan                                                  22 961          -
Net cash inflow from financing activities                        1 174 650    246 740
Net increase/(decrease) in cash and cash equivalents                14 183    (10 214)
Cash and cash equivalents at the beginning of the year              20 453     30 667
Cash and cash equivalents at the end of the year                    34 636     20 453
 

CONDENSED CONSOLIDATED SEGMENTAL INFORMATION 
at 31 August 2014
2014                                                                                 
                                             Offices     Retail    Special    Parking
                                               R'000      R'000      R'000      R'000
Additions to non-current assets              648 350    333 418    112 232    160 805
Total assets                               1 554 324    571 032    155 982    274 944
Revenue                                      133 417     51 129     12 578     22 210
Profit/(loss) before fair value adjustment    95 780     36 241     11 255     16 934
Fair value adjustment                         67 655     35 409      6 991     10 142
Profit/(loss) before interest and taxation   163 435     71 650     18 246     27 076
Interest received                                  -          -          -          -
Interest paid                                      -          -          -          -
Profit/(loss) before taxation                163 435     71 650     18 246     27 076

                                                         Unseg-  Straight- 
                                                         mental     lining      Total
                                                          R'000      R'000      R'000
Additions to non-current assets                         189 768          -  1 444 573
Total assets                                            238 410          -  2 794 692
Revenue                                                   2 618     39 264    261 216
Profit/(loss) before fair value adjustment              (13 119)    39 264    186 355
Fair value adjustment                                   (14 790)         -    105 407
Profit/(loss) before interest and taxation              (27 909)    39 264    291 762 
Interest received                                         1 303          -      1 303
Interest paid                                          (111 239)         -   (111 239)
Profit/(loss) before taxation                          (137 845)    39 264    181 826

2013                                                                                 
                                             Offices     Retail    Special    Parking
                                               R'000      R'000      R'000      R'000
Additions to non-current assets              368 036    123 277      2 750     36 532
Total assets                                 905 794    237 614     43 750    114 139
Revenue                                       54 414     16 162      3 410      8 214
Profit/(loss) before fair value adjustment    37 311     11 627      3 096      6 499
Fair value adjustment                         51 879     11 279      2 781      8 499
Profit/(loss) before interest and taxation    89 190     22 906      5 877     14 998
Interest received                                  -          -          -          - 
Interest paid                                      -          -          -          - 
Profit/(loss) before taxation                 89 190     22 906      5 877     14 998 

                                                         Unseg-  Straight- 
                                               Other     mental     lining      Total
                                               R'000      R'000      R'000      R'000
Additions to non-current assets                 (330)         -          -    530 265
Total assets                                       -    124 866          -  1 426 163
Revenue                                            -          -     13 475     95 675
Profit/(loss) before fair value adjustment      (250)   (14 838)    13 475     56 920
Fair value adjustment                              -          -          -     74 438
Profit/(loss) before interest and taxation      (250)   (14 838)    13 475    131 358
Interest received                                  -      1 872          -      1 872
Interest paid                                      -    (45 181)         -    (45 181)
Profit/(loss) before taxation                   (250)   (58 147)    13 475     88 049

 
COMMENTARY

1. PRESENTATION OF PRELIMINARY CONDENSED CONSOLIDATED FINANCIAL RESULTS
   The preliminary condensed consolidated financial results for the year ended 
   31 August 2014 have been prepared in accordance with the framework concepts, the 
   measurement and recognition requirements of IFRS and the SAICA Financial Reporting 
   Guides as issued by the Accounting Practices Committee or its successor and the 
   requirements of the Companies Act of South Africa and the JSE Listings Requirements. 
   The preliminary condensed consolidated financial results contain, as a minimum, the 
   information required by IAS 34: Interim Financial Reporting, and the accounting 
   policies adopted and methods of computation are in accordance with International 
   Financial Reporting Standards ("IFRS") and are consistent with those applied in the 
   preparation of the Annual Financial Results of the Group for the year ended 
   31 August 2013, except for necessary changes to accounting policies related to the 
   adoption of IFRS 10, which includes a revised definition of control, IFRS 11 on 
   joint arrangements as well as IFRS 13, which includes a revised definition of fair value.

   The following standards have been applied for the first time as it became effective 
   during the current period
   - IFRS 10: Consolidated Financial Statements
   - IFRS 11: Joint Arrangements
   - IFRS 12: Disclosure of Interests in Other Entities
   - IFRS 13: Fair Value Measurement

   The adoption of the above standards did not have a significant impact on the 
   preliminary condensed consolidated financial results.

   The auditor, Mazars Inc., has issued an unqualified audit opinion on the preliminary 
   condensed consolidated financial results, which is available for inspection at the 
   Company's registered office. Their audit was conducted in accordance with International 
   Standards on Auditing and the applicable requirements of the South African Companies Act, 
   71 of 2008, as amended. The auditor's report does not necessarily report on all the 
   information contained in this report. Shareholders are therefore advised that in order 
   to obtain a full understanding of the nature of the auditor's engagement they should 
   obtain a copy of the auditor's report together with the accompanying financial 
   information from the registered office.

   These preliminary condensed consolidated financial results were prepared under the 
   supervision of Mr M Wagenheim CA(SA), in his capacity as financial director.

2. JOINT CHAIRMAN'S AND CHIEF EXECUTIVE OFFICER'S REPORT 
   The past year has seen Ingenuity growing its property portfolio significantly from 
   R1.4 billion to R2.7 billion worth of prime assets and increasing its net asset 
   value per share by 12% from 84 cents to 94 cents. Total development property 
   included in the portfolio value is currently R183.4 million.

   This has been achieved, despite challenging economic circumstances, by continuing 
   to focus on Western Cape assets and adding quality properties with excellent lease 
   profiles.

   Since the inception of the Company, the executive team has demonstrated remarkable 
   skill in identifying redevelopment and new development opportunities and bringing 
   these to completion. Whilst development continues to be one of the Company's core 
   strengths and focuses, where good value is seen in well-let completed buildings, 
   these too have also been acquired.

   A brief synopsis of the year's achievements is as follows:

   PROPERTY ACQUISITIONS CONCLUDED
   - A portfolio of eight prime properties and a 67% interest in Insight Property 
     Developers (Palmyra Road) Proprietary Limited for a total consideration of R863 million.
   - The SARS building situated at 17 Lower Long Street for R47 million. This property 
     adjoins our Virgin Active property, is situated close to the Cape Town International 
     Convention Centre, and with new development rights negotiated will enable a 
     significant new development opportunity in the future.
   - The Vineyard Centre in Claremont for R28.2 million. This acquisition completes 
     a major property assembly as it adjoins our 14 Dreyer and 72 on Main properties 
     and will enable a substantial new development in this prime location.
   - The Chamber House building, now known as 19 Louis Gradner Street, for 
     R18.5 million. This completes our assembly of the entire Foreshore Block bounded 
     by Christiaan Barnard, Jack Craig and Louis Gradner Streets. The building is 
     presently being refurbished, extended in height and additional parking is under 
     construction to ensure the parking requirements for the whole city block are well 
     provided for.
   - The central city block bounded by Strand, Rose, Castle and Chiappini Streets 
     ("Strand Street block") for R86 million. A mixed-use development is being planned 
     on this prime property which is between the "De Waterkant" and "Bo-Kaap" precincts.

   OTHER SIGNIFICANT INITIATIVES AND EVENTS AFTER THE REPORTING PERIOD
   - A redevelopment of our property known as Food Lover's Market, situated at the 
     corner of Dreyer, Corwen and Vineyard Roads, Claremont is being planned for 
     commencement towards the end of 2015.
   - The Company plans to commence the development of the Strand Street block early 
     in the new year.
   - Post-year-end we acquired the remaining 50% share from Redefine Properties Limited 
     of our site on Hans Strijdom Avenue for R38 million. This will assist us in 
     achieving our development proposals for this strategic site.
   - Post-year-end we acquired Pinewood Office Park in Pinelands for R35 million. 
     This is a well-let office park, currently let predominantly to Old Mutual Life 
     Assurance Company, with additional available bulk and land, which will be 
     developed in the future.
   - Post-year-end we took transfer of 64 White Road, Retreat for R124.5 million. 
     This transaction was completed late last year but transfer was delayed due to a 
     land subdivision.

   GENERAL
   Last year the board decided to convert the Company to a Real Estate Investment Trust 
   (REIT) but after careful reconsideration it has been decided to no longer do this. 
   The board believes that because of the Company's major ongoing development initiatives, 
   the intelligent use of debt finance instead of equity and the tax incentives being 
   obtained on the Company's city developments, a REIT structure is inappropriate.

   Lastly, the Company is pleased to announce its annual distribution to shareholders 
   of 2.5 cents per share. This represents a 66.7% increase when compared to the prior year.

   Our thanks go to the executive team for their dedication and commitment to the 
   success of the Company, and to the shareholders for their support and encouragement.

3. GENERAL REVIEW 
   Ingenuity has continued on its drive to grow a focused niche property investment 
   business. It has maintained and built a portfolio that will continue to deliver 
   solid performance through years to come. The development focus has provided us with 
   a unique ability to extract maximum value in both new grass root developments and 
   building refurbishments. Our portfolio maintains its Western Cape flavour and 
   provides us with a platform to perform strongly in a market best known to us. Our 
   focus remains on quality deals, leases with blue-chip tenants and strong enduring 
   cash flows.

   During the year under review the total asset base, including development assets 
   completed, increased in value by R1.35 billion, or 96%, whilst borrowings were 
   maintained at appropriate levels. 

   The increase in investment properties, due to properties acquired and developments 
   completed, resulted in a substantial increase in contractual revenues and, together 
   with the fair value adjustments to investment properties, resulted in a significant 
   increase in the deferred tax liability at year-end.

   The Company remains focused to unlock land value and timeously deliver properties 
   under development.

4. BORROWINGS
   The Company achieved a weighted average borrowing cost of 7.98% (2013: 8.82%). 
   Total borrowings at year-end amounted to R1.579 million (2013: R727.7 million) all 
   of which is floating at rates linked to prime, at a weighted average rate of 7.93% 
   (2013: R200 million was fixed at an all-inclusive rate of 10.65% and the balance was 
   floating at rates linked to prime at a weighted average rate of 7.76%). The increase 
   in borrowings for the current year came about as a result of the acquisition of 
   multiple properties during the year and borrowings on developments completed during 
   the year, including the Glacier Place and the Parkalot (Reeds) parking garages. 

   Total cash on hand at year-end amounted to R34.6 million (2013: R20.4 million). 
   Excess cash is applied to reduce borrowings or to grow the asset base where 
   appropriate.

   The Company's loan to value ratio is 56% (2013: 52%) at year-end. This is considered 
   acceptable considering the development nature of the Company and the fact that we 
   seek to maximise growth of the business through leverage of the Company's own core 
   asset base.

5. PROPERTY PORTFOLIO ACTIVITIES
   ATLANTIC CENTRE, REEDS, PARKALOT, 31 AND 33 MARTIN HAMMERSCHLAG WAY AND 
   19 LOUIS GRADNER - FORESHORE
   Much of the last year was focused on this significant city block. Atlantic Centre, 
   which was completed during the previous financial period, has been well let with only 
   two floors remaining vacant at year-end. Both floors are currently under negotiation 
   and this vacancy should be closed in the next few months.

   The parking garage, known as Parkalot, built on top of the existing Reeds Building 
   was completed in August 2014. This development added a further four floors to the 
   existing structure to create a parking garage comprising 896 bays. The parking will 
   service the entire office block and offer parking facilities to external users. The 
   total capital cost of this project was R69.4 million and achieves an initial yield 
   close to 10%.

   A development application has also been submitted to the planning authorities for the 
   development of a prime A-grade office building on the site adjacent to Atlantic Centre. 

   19 Louis Gradner, which was acquired for the sum of R18.5 million during the year 
   is also under redevelopment and is due for completion during the first quarter of 2015.
   The development will see two additional floors of offices being added to the existing 
   structure and seven levels of parking being built. The expected capital cost of this 
   development including the initial purchase price is estimated to be R63 million.

   SANTAM BUILDINGS 1, 2 AND GLACIER PLACE - TYGER VALLEY
   The internal upgrade of Santam Building 2 as well as the completion of the Glacier 
   parking extension, was completed in July 2014. These developments reinforce the 
   value of this significant grouping of properties.

6. RELATED PARTY TRANSACTIONS
   During the year the group paid collection commission of R3.737 million 
   (2013: R1.393 million) to Rabie Property Administrators Proprietary Limited and 
   professional architects' fees of R3.569 million (2013: R878 000) to Fabian Architects. 

   During the year the group paid executive directors' remuneration of R6.932 million 
   (2013: R4.310 million) and non-executive directors' remuneration of R620 000 
   (2013: R550 000).

   Relationships:
   Rabie Property Administrators Proprietary Limited - LH Cohen (director of Ingenuity) 
   is a trustee of a shareholder of the holding company of Rabie Property Administrators 
   Proprietary Limited.

   Fabian Architects - DB Fabian (director of Ingenuity) is the sole proprietor of 
   Fabian Architects.

7. DIVIDENDS TO SHAREHOLDERS
   In respect of the current year the board of directors has declared a cash dividend 
   of 2.5 cents per share (2013: 1.5 cents per share), to be paid to shareholders who 
   are registered on the record date of 12 December 2014. The total estimated dividend 
   to be paid by the Company is R30.287 million (2013: R18.005 million).

   The dividend, as defined in the Income Tax Act, has been declared from income reserves 
   and no secondary tax on companies credits have been utilised. A dividend withholding 
   tax of 15% will be applicable to all shareholders who are not exempt from paying 
   dividends tax. 

   Company tax reference number                                         9635/047/14/6
   Gross cash dividends per share                                           2.5 cents
   Net cash dividend amount per share                                     2.125 cents 
   Issued number of shares                                              1 211 469 543
   Declaration date                                           Monday, 3 November 2014
   Last day to trade cum dividend                             Friday, 5 December 2014
   First day to trade ex dividend                             Monday, 8 December 2014
   Record date                                               Friday, 12 December 2014
   Payment date                                              Monday, 15 December 2014

   Shares may not be dematerialised or rematerialised between Monday, 8 December 2014 
   and Friday, 12 December 2014, both days inclusive.

8. CAPITAL COMMITMENTS AUTHORISED 
   Authorised and contracted for commitments amount to R36.3 million 
   (2013: R1 150 million) at year-end. The commitments include commitments for the 
   redevelopment of properties and commitments for additional work on completion of 
   two parking garages, which will be financed from existing cash resources and finance 
   facilities.

9. SHARE CAPITAL
   During the year 405 919 543 (2013: 67 000 000) shares were issued in terms of 
   vendor placements at between R0.80 and R0.90 (2013: R0.61) per share to fund part 
   of the purchase prices of various properties during the year.

10. BUSINESS COMBINATIONS 
    On 1 September 2013 the group acquired 67% of the issued share capital of Insight 
    Property Developers (Palmyra Road) Proprietary Limited. The Company's only asset 
    is a shopping centre situated in Palmyra Road with a GLA of 2 868 square metres. 
    The purchase price was settled in cash.

    Purchase consideration and fair value of assets acquired:           
                                                                                R'000
    Investment property                                                        69 236
    Trade and other receivables                                                   887
    Cash and cash equivalents                                                     758
    Financial liabilities                                                     (34 107)
    Finance lease                                                              (3 430)
    Trade and other payables                                                   (1 882)
    Fair value of assets acquired                                              31 462 
    Non-controlling interest                                                  (10 383) 
    Ingenuity Property Investments Limited share                               21 079
    Total purchase consideration                                              (20 719) 
    Gain on bargain purchase - included in net operating expenses                 360 

    Cost of shares                                                             20 719
    Loan acquired                                                              22 961
    Purchase consideration settled in cash                                     43 680
    Less: cash on hand at acquisition                                            (758)
    Net cash outflow                                                           42 922

    The beginning of the annual reporting period is the same date as the acquisition 
    date, 1 September 2013.

    Non-controlling interests were measured at the group's proportionate share of the 
    fair value of the assets acquired.

    There was no contingent consideration.

    The fair value of trade and other receivables is R887 178 and includes trade 
    receivables of R279 819. No trade receivables were impaired or past due. The fair 
    value of trade and other receivables represents gross contractual cash flows, all 
    of which is expected to be received.

    The investment property was revalued at acquisition by an external, independent 
    valuation company, Mills Fitchet Magnus Penny Proprietary Limited, having 
    appropriate recognised professional qualifications and recent experience in the 
    location and category of the property being valued. Fair values are determined as 
    the price that would be received to sell assets in orderly transactions between 
    market participants at the measurement date.

    Non-controlling interest was measured using the proportionate share of the 
    acquired entity's net identifiable assets. At acquisition, non-controlling interest 
    was identified as the remaining 33% in Insight Property Developers (Palmyra Road) 
    Proprietary Limited. 

    A gain on bargain purchase arose as a result of accounting adjustments made to 
    assets and liabilities in the financial statements of the subsidiary subsequent to 
    the negotiation of the purchase consideration. 

    Acquisition-related costs of R288 337 were incurred on the transaction.
                                                                                R'000
    Revenue since acquisition                                                   9 191
    After-tax profit since acquisition                                          6 314 

11. EVENTS AFTER THE REPORTING PERIOD
    The registration of transfer of Erf 127260, Cape Town, known as 64 White Road, 
    Retreat took place on 17 October 2014 at a cost of R124.5 million and was financed 
    by way of borrowings and internal cash resources. 

    The company has entered into an agreement of purchase and sale to acquire the 
    following properties together with all improvements thereon: 
    - Erf 4164, Pinelands, known as Pinewood Park,
    - Sectional unit No. 1001 together with an undivided share in the common property 
      apportioned to it in the Sectional Title Scheme SS326/2005, known as Mutual Heights
      for a total consideration of R35 million, with registration of transfer expected 
      on or about 1 February 2015.  

    The company has also entered into an agreement to acquire the rental enterprise, 
    including the property of an undivided half share in Erf 173153, Cape Town, for 
    R38 million with registration of transfer expected on or about 1 January 2015. 
    This is to be funded by borrowings and internal cash resources. This will result 
    in the company owning 100% of Erf 173153, Cape Town (known as The Modern). The 
    acquisition did not constitute an acquisition of a business in accordance 
    with IFRS 3.

    Other than as mentioned above, there are no other material reportable events after 
    the reporting period which have occurred since the end of the financial year being 
    reported on and the date of this report.

12. PROSPECTS
    2014 has been a significant year for Ingenuity and has strongly positioned us for 
    the future.

    Despite continued worldwide economic uncertainty, the Company remains focused in its 
    strategy to build a superior quality property group with resultant prime investment 
    assets. This steadfast approach continues to deliver solid investment returns.

For and on behalf of the board

ARNOLD AARON MARESKY               MARK WAGENHEIM
Chief Executive Officer            Chief Financial Officer

Cape Town
4 November 2014

PREPARER OF THE PRELIMINARY CONDENSED CONSOLIDATED RESULTS
In compliance with the disclosure requirements of the Companies Act 71 of 2008, these 
preliminary condensed consolidated results have been prepared by Ms Lauren Combrink 
B.Compt (Hons), CTA, CA(SA) under the supervision of Mr M Wagenheim, B.Com (Hons), 
CTA, CA(SA).

Directors: RC Squire-Howe (Chairman)*, AJ Branch* (British), J Bielich,
LH Cohen*, DB Fabian*, AA Maresky (CEO), RS Schur*, M Wagenheim
* Non-executive

Company secretary: M Wagenheim

Registered office: 
Suite 102, 1st Floor Intaba, 25 Protea Road, Claremont, Cape Town, 7708

Postal address: 
Suite 102, 1st Floor Intaba, 25 Protea Road, Claremont, Cape Town, 7708

Contact details: 
Tel: 021 674 5170   Fax: 021 674 5135
E-mail: info@ingenuityproperty.com
www.ingenuityproperty.com

Transfer secretaries: 
Computershare Investor Services Proprietary Limited
70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)

Auditors: 
Mazars Inc., Mazars House, Rialto Road, Grand Moorings Precinct, 
Century City, Cape Town, 7441.
(PO Box 2785, Cape Town, 8000)

Attorneys: 
Edward Nathan Sonnenbergs Inc., 1 North Wharf Square, Loop Street, Cape Town, 8001
(PO Box 2293, Cape Town, 8000)

Investment bank and sponsor: 
Nedbank Capital, a division of Nedbank Limited
3rd Floor, Corporate Place, Nedbank Sandton, 135 Rivonia Road, Sandton, 2196
(PO Box 1144, Johannesburg, 2000)

Bank: 
ABSA Bank Limited, 1st Floor Tijgerpark IV Building
Willie van Schoor Drive, Tyger Valley, Bellville, 7530
(PO Box 4453, Tyger Valley, 7536)


Date: 04/11/2014 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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