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ROCKCASTLE GLOBAL REAL EST CO LTD - Abridged unaudited financial statements for the quarter ended 30 September 2014

Release Date: 13/11/2014 13:45
Code(s): ROC     PDF:  
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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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