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Abridged unaudited financial statements for the quarter ended 30 September 2014
ROCKCASTLE GLOBAL REAL ESTATE COMPANY LIMITED
Incorporated in the Republic of Mauritius
Reg no 108869 C1/GBL
ISIN MU0364N00003
Primary listing SEM
SEM code Rock.N0000
Secondary listing JSE
JSE code ROC
(“Rockcastle” or “the Group”)
ABRIDGED UNAUDITED FINANCIAL STATEMENTS
for the quarter ended 30 September 2014
DIRECTORS’ COMMENTARY
NATURE OF THE BUSINESS
Rockcastle Global Real Estate Company Limited (“the Company”) was
established on 30 March 2012 in Mauritius as a Category One Global
Business License Company. Rockcastle has a primary listing on the Stock
Exchange of Mauritius (“SEM”) and a secondary listing on the Alternative
Exchange (“Altx”) of the Johannesburg Stock Exchange (“JSE”). The Group
has the primary objective of investing globally in listed real estate
securities and direct property. Following the quarter ended
30 September 2014, Rockcastle successfully raised USD115.5 million by the
issue of 64.2 million shares through a private placement. The application
to migrate Rockcastle's listing on the Altx to the Main Board of the JSE
is pending.
REVIEW
LISTED SECURITIES
In line with world markets, the listed property portfolio experienced a
correction in the third quarter resulting in a reduction in NAV per share
from USD1.39 to USD1.27 which includes payment of the semi-annual
distribution of USD4.18 cents per share. The NAV per share as at
31 October 2014 increased to USD1.44. This performance was achieved
despite the strength of the US dollar against the Euro, Canadian and
Australian dollar. As a global company, Rockcastle has exposure in all
these currencies and does not hedge its currency positions. Rockcastle
benefitted from investing the new capital raised at the bottom of the
correction. The loan to value as at 30 September 2014 was 43%.
POLAND
The Group has continued to identify retail centres in Poland. Rockcastle
will not proceed with one of the two acquisitions previously targeted due
to concerns that emerged from the due diligence. The second acquisition is
proceeding well and the final purchase agreement is due to be signed
shortly. This mall is situated in a medium sized city in the south of
Poland. Tenants include international and Polish retailers such as Zara,
New Yorker, C&A, Alma, Reserved and CCC. The mall has significant yield
enhancing expansion potential.
In addition to the above acquisition, Rockcastle has entered into a joint
venture with a local development partner. The joint venture’s first
project will be a 16 000m2 retail centre in a town located south of
Warsaw.
AFRICAN DEVELOPMENTS
Kafubu Mall in Ndola, Zambia, opened in April 2014 and is trading well.
The Group’s second investment in Zambia, Mukuba Mall in Kitwe is still on
programme to open in April 2015. Construction of the 26 000m2 Cosmopolitan
Mall, in Lusaka, has commenced and is expected to be completed in November
2015. The mall is situated in the South Western part of the city and will
be the dominant mall in the area.
OUTLOOK
The Board remains confident that the forecast dividend growth of 5% will
be met for the year ending 30 June 2015.
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 Group’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
13 November 2014
STATEMENT OF FINANCIAL POSITION
GROUP
Unaudited as at Audited as at Unaudited as at
30 Sep 2014 30 Jun 2014 30 Sep 2013
USD'000 USD'000 USD'000
ASSETS
Non-current assets 1 574 726 1 587 451 669 887
Listed security investments 1 552 419 1 565 259 665 477
Rockcastle management
incentive loans 16 706 17 000 4 410
Investment in
associate company 5 601 5 192 -
Current assets 15 884 19 125 173
Investment income receivable - 6 934 -
Cash and cash equivalents 841 486 91
Trade and other receivables 198 3 82
Loans to development partners 14 845 11 702 -
Total assets 1 590 610 1 606 576 670 060
EQUITY AND LIABILITIES
Total equity attributable
to equity holders 896 228 983 184 396 690
Stated capital 871 154 871 154 409 771
Non-distributable reserves (81 456) (19 684) -
Retained income/(loss) 106 530 131 714 (13 081)
Total liabilities 694 382 623 392 273 370
Non-current liabilities 243 243 340 057 179 541
Interest-bearing borrowings 243 243 340 057 179 541
Current liabilities 451 139 283 335 93 829
Trade and other payables 9 027 6 832 1 247
Interest-bearing borrowings 441 389 275 896 92 165
Income tax payable 723 607 417
Total equity and liabilities 1 590 610 1 606 576 670 060
Total number of
shares in issue 705 500 000 705 500 000 350 000 000
Net asset value
per share (USD) 1,27 1,39 1,13
STATEMENT OF COMPREHENSIVE INCOME
GROUP
Unaudited for Unaudited for
the quarter the quarter
ended ended
30 Sep 2014 30 Sep 2013
USD'000 USD'000
Dividends received from
listed security investments 9 872 6 164
Income from associate 71 -
Fair value loss on listed security investments (38 478) (13 100)
Foreign exchange (loss)/gain (18 264) 4 380
Operating expenses (343) (196)
Loss before net finance costs (47 142) (2 752)
Net finance costs (10 207) (1 700)
Finance income 539 1 290
Interest on Rockcastle management
incentive loans 214 22
Interest on development partner loan 325 -
Unrealised fair value gain on
interest rate derivatives - 76
Unrealised fair value gain on bond shorts - 1 192
Finance costs (10 746) (2 990)
Interest on borrowings (5 716) (2 373)
Unrealised fair value loss on
interest rate derivatives (1 892) (459)
Unrealised fair value loss on bond shorts (3 138) (158)
Loss before income tax expense (57 349) (4 452)
Income tax expense (117) (219)
Loss for the period attributable
to equity holders (57 466) (4 671)
Total comprehensive loss for the period (57 466) (4 671)
Weighted average number of shares in issue 705 500 000 350 000 000
Basic loss per share and headline
loss per share (USD cents) (8,15) (1,33)
Basic loss per share and headline loss per share are based on the weighted
average of 705 500 000 shares in issue for the quarter ended 30 September
2014 (quarter ended 30 September 2013: 350 000 000 shares).
There are no reconciling items between basic earnings and headline
earnings.
Rockcastle has no dilutionary instruments in issue.
STATEMENT OF CHANGES IN EQUITY
GROUP
Non-
Stated Retained distributable
capital income/(loss) reserves Total
USD'000 USD'000 USD'000 USD'000
Unaudited for the quarter
ended 30 September 2013
Opening balance 409 771 (8 410) - 401 361
Total comprehensive
loss for the period (4 671) (4 671)
Balance at
30 September 2013 409 771 (13 081) - 396 690
Audited for the nine
months ended 30 June 2014
Opening balance 409 771 (13 081) - 396 690
Issue of shares 475 383 475 383
Reclassification of
stated capital (14 000) 14 000 -
Distribution declared (14 000) (14 000)
Dividends declared (21 571) (21 571)
Total comprehensive
income for the period 146 682 146 682
Transfer to
non-distributable
reserves 19 684 (19 684) -
Balance at 30 June 2014 871 154 131 714 (19 684) 983 184
Unaudited for the quarter
ended 30 September 2014
Opening balance 871 154 131 714 (19 684) 983 184
Total comprehensive
loss for the period (57 466) (57 466)
Dividend paid (29 490) (29 490)
Transfer to
non-distributable
reserves 61 772 (61 772) -
Balance at
30 September 2014 871 154 106 530 (81 456) 896 228
STATEMENT OF CASH FLOWS
GROUP
Unaudited for the Unaudited for the
quarter ended quarter ended
30 Sep 2014 30 Sep 2013
USD'000 USD'000
Cash inflow from operating activities 11 464 7 475
Cash (outflow)/inflow
from investing activities (50 298) 16 072
Cash inflow/(outflow) from
financing activities 39 189 (23 651)
Increase/(decrease) in
cash and cash equivalents 355 (104)
Cash and cash equivalents
at beginning of period 486 195
Cash and cash equivalents
at end of period 841 91
Current accounts 841 91
SEGMENTAL REPORTING
Unaudited for the Unaudited for the
quarter ended quarter ended
30 Sep 2014 30 Sep 2013
USD'000 USD'000
Loss before income tax expense
Australia 2 535 623
Canada (10 117) (4 017)
Europe (12 213) 4 318
UK (791) 1 815
Hong Kong 3 761 110
Singapore (3 438) 809
USA (19 089) (12 316)
Zambia 71 -
Corporate (18 068) 4 206
(57 349) (4 452)
Unaudited as at Audited as at Unaudited as at
30 Sep 2014 30 Jun 2014 30 Sep 2013
USD'000 USD'000 USD'000
Total assets
Australia 107 903 125 174 54 406
Canada 187 790 209 459 92 428
Europe 157 465 193 275 123 658
UK 149 262 143 045 61 028
Hong Kong 83 029 79 592 37 758
Singapore 185 748 192 218 73 553
USA 682 078 629 916 222 815
Zambia 5 601 5 192 -
Corporate 31 734 28 705 4 414
1 590 610 1 606 576 670 060
NOTES
The Group is required to publish financial results for the quarter ended
30 September 2014 in terms of the Listing Rule 12.19 of the SEM.
Accordingly, this announcement presents the financial results of the Group
in respect of the 3 month period from 1 July 2014 to 30 September 2014 as
well as the comparative results from the prior period.
The accounting policies which have been applied are consistent with those
used in the preparation of the audited financial statements for the year
ended 30 June 2014. Non-distributable reserves arise from any accumulated
losses pertaining to changes in the fair value of the assets and
liabilities in the Group on a US Dollar basis. The Group does not consider
such reserves to be distributable.
The abridged unaudited financial statements (“financial statements”) for
the quarter ended 30 September 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
Group’s external auditors.
These financial statements were approved by the Board on 13 November 2014.
Copies of the financial statements and the Statement of direct and
indirect interests of each officer of the Group, 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 Rockcastle’s
registered address.
Contact person: Mr Kesaven Moothoosamy
This communiqué is issued pursuant to SEM Listing Rule 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 30 September 2014
that require any additional disclosure or adjustment to the financial
statements.
Directors
Mark Olivier (chairman); Spiro Noussis (CEO)*; 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 Markets Brokers Limited
www.rockcastleglobalre.mu
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