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SYCOM PROPERTY FUND - Interim results for the six months ended 30 September 2014 and declaration and finalisation of interim distribution

Release Date: 13/11/2014 17:45
Code(s): SYC     PDF:  
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Interim results for the six months ended 30 September 2014 and declaration and finalisation of interim distribution

Sycom Property Fund ("Sycom")
A Collective Investment Scheme in Property registered in
terms of the Collective Investment Schemes Control Act, No. 45 of 2002 and managed by Sycom
Property Fund Managers Limited (Registration number 1986/002756/06)
JSE Share code: SYC      ISIN: ZAE000019303
(Granted REIT status with the JSE Limited)

CONDENSED GROUP RESULTS AND DECLARATION AND FINALISATION OF THE INTERIM DISTRIBUTION FOR THE SIX MONTHS ENDED 30 SEPTEMBER
2014

The directors of Sycom Property Fund Managers Limited, the management company of Sycom Property Fund, submit
their report on the results of Sycom for the six months ended 30 September 2014.

CONDENSED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR
THE SIX MONTHS ENDED 30 SEPTEMBER 2014
                                                                Unaudited six   Reviewed six    Audited twelve
                                                                    months to      months to         months to
                                                                  30 Sep 2014    30 Sep 2013       31 Mar 2014
                                                                      (R'000)        (R'000)           (R'000)
Revenue                                                               368 716        369 413           685 699
Contractual rental revenue and recoveries                             371 838        367 290           701 389
Straight-lining of rental revenue adjustment                          (3 122)          2 123          (15 690)

Direct property operating expenses                                   (70 694)       (72 972)         (133 589)

Loss on disposal of investment property                                    -              -           (19 431)
Selling costs on investment properties held for sale                 (1 086)        (4 116)              (553)

Dividend from listed investment                                         10 145         9 655            19 973

Fair value changes on investment property and listed
investment                                                             (422)        301 262            517 922
Fair value gain on investment properties                               3 122        250 897            436 400
Fair value (loss)/gain on listed investment                          (3 544)         50 365             81 522

Administrative expenses                                               (24 940)       (23 452)         (42 131)
Service charge                                                        (20 530)       (21 347)         (39 067)
Other administrative expenses                                          (4 410)        (2 105)          (3 064)

Profit before net finance costs                                       281 719        579 790         1 027 890

Net finance costs                                                    (89 827)       (51 869)         (128 610)
Interest income                                                        11 187         26 787            43 561
Interest expense                                                     (104 172)       (68 639)         (160 085)
Net change in fair value of derivative
financial instruments at fair value through
profit and loss                                                         3 158        (10 017)          (12 086)
Profit before taxation                                                191 892         527 921           899 280
Taxation                                                                    -           (556)             (556)
Profit for the period                                                 191 892         527 365           898 724

Other comprehensive income for the period
Net change in fair value of cash flow hedges *                       (18 630)         34 881             51 897
Other comprehensive income for the period                            (18 630)         34 881             51 897
Total comprehensive income for the period                             173 262        562 246            950 621
Basic and diluted earnings per unit - cents                             95.88         194.48             378.36

*The fair value movement on the cash flow hedges through other comprehensive income may be reclassified to profit
and loss.

RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS AND
DISTRIBUTABLE EARNINGS
                                                                   Unaudited six   Reviewed six   Audited twelve
                                                                       months to      months to        months to
                                                                     30 Sep 2014    30 Sep 2013      31 Mar 2014


                                                                        (R'000)        (R'000)          (R'000)
Profit for the period                                                   191 892        527 365          898 724
Fair value adjustment to investment properties                          (3 122)      (250 897)        (436 400)
Loss on disposal of investment property                                       -              -           19 431
Secondary tax on companies                                                    -            556              556
Headline Earnings                                                       188 770        277 024          482 311
Selling costs on investment properties held for sale                      1 086          4 116              553
Straight-lining rental income accrual                                     3 122        (2 123)           15 690
Unrealised (gain)/deficit on derivative financial instruments           (3 158)         10 017           12 086
Fair value adjustment to listed investment                                3 544       (50 365)         (81 522)
Prepaid distribution                                                          -          9 492            9 492
Distributable earnings                                                  193 364        248 161          438 610

                                                                          cents         cents             cents
Earnings per unit:
Basic earnings* per unit                                                  95.88         194.48           378.36
Headline earnings* per unit                                               94.32         102.16           203.05
Distribution per unit                                                     96.62          88.12           183.28
* Sycom does not have any dilutionary instruments in place

Number of units in issue ('000)                                          200 132        281 632         200 132
Number of weighted average units in issue ('000)                         200 132        271 164         237 531

CONDENSED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2014
                                                             Unaudited at    Reviewed at     Audited at
                                                              30 Sep 2014    30 Sep 2013    31 Mar 2014
                                                                  (R'000)        (R'000)        (R'000)
ASSETS

Property Assets                                                8 215 123      8 642 158      8 196 492
Investment properties and related receivables                  7 540 366      7 078 258      7 528 383
Investment properties                                          7 321 371      6 835 209      7 307 028
Non-current straight-lining lease receivable                     188 479        213 869        182 052
Current straight-lining lease receivable                          30 516         29 180         39 303
Investment properties held for sale and
related receivables                                              674 757      1 563 900        668 109
Investment properties held for sale                              666 654      1 546 704        659 244
Straight-lining lease receivable                                   8 103         17 196          8 865

Other non current assets                                         441 709        403 474        461 121
Listed Investment                                                407 674        368 593        409 224
Derivative financial instruments                                  34 035         34 881         51 897

Current assets                                                   404 832      1 181 640        393 807
Rental and other receivables                                     112 418         85 841         80 185
Dividends receivable                                              10 145          9 655         10 318
Cash and cash equivalents                                        282 269      1 086 144        303 304

Total assets                                                   9 061 664     10 227 272      9 051 420

UNITHOLDERS' FUNDS AND LIABILITIES

Unitholders' funds                                             5 756 778      7 880 388      5 776 880
Unitholders' capital                                           1 947 048      3 428 516      1 947 048
Non-distributable reserves                                     3 809 730      4 451 872      3 829 832

Non-current liabilities                                        2 905 722      1 974 463      2 903 795
Borrowings                                                     2 903 795      1 930 284      2 903 795
Derivative financial instruments                                   1 927         44 179              -
Current liabilities                                              399 164        372 421        370 745
Trade and other payables                                         155 473        115 865        125 652
Derivative financial instruments                                  50 327          8 395         54 643
Unitholders for distribution                                     193 364        248 161        190 450

Total unitholders' funds and liabilities                       9 061 664     10 227 272       9 051 420

Net asset value per unit - cents                                   2 876          2 798           2 887

CONDENSED STATEMENT OF CHANGES IN UNITHOLDERS' FUNDS FOR THE SIX MONTHS
ENDED 30 SEPTEMBER 2014
                                                                       Non-
                                                              distributable          Retained
                                                   Capital          reserve          earnings           Total
                                                   (R'000)          (R'000)           (R'000)         (R'000)
Balance at 31 March 2013                         2 579 048        4 128 295                 -       6 707 343

Transactions with owners, recognised
directly in equity
Issue of 33 027 523 units in May 2013 *           849 468                   -           9 492        858 960
Proceeds                                          900 000                   -               -        900 000
Capitalised unit issue costs                     (11 117)                   -               -       (11 117)
Prepaid distribution to 31 March 2013            (29 923)                   -          29 923              -
Payment of prepaid distribution in July 2013            -                   -         (29 923)       (29 923)
Prepaid distribution 2014 period                  (9 492)                   -           9 492              -

Total comprehensive income for the
period
Profit for the period                                    -                  -         527 365        527 365
Other comprehensive income for the
period                                                   -           34 881                     -     34 881
Net change in fair value of cash flow hedge
recognised directly in other comprehensive
income                                                   -           34 881                     -     34 881
Total comprehensive income for the
period                                                   -           34 881           527 365        562 246

Transfer to non-distributable reserve                    -          288 696         (288 696)               -
Unitholders distribution                                 -                -         (248 161)       (248 161)

Balance at 30 September 2013                    3 428 516        4 451 872                      -   7 880 388

Transactions with owners, recognised
directly in equity
Buyback of 81.5 million units in
October 2013                                   (1 481 468)   (819 966)           -   (2 301 434)
Reduction in equity as a result of buyback     (1 480 034)   (819 966)           -   (2 300 000)
Incremental costs attributable to buyback of
unitholder capital                                (1 434)            -           -       (1 434)

Total comprehensive income for the
period
Profit for the period                                    -           -     371 359      371 359
Other comprehensive income for the
period                                                   -      17 016           -       17 016
Net change in fair value of cash flow hedge
recognised directly in other comprehensive
income                                                   -      17 016           -       17 016
Total comprehensive income for the
period                                                   -      17 016    371 359       388 375

Transfer to non-distributable reserve                    -     180 910   (180 910)            -
Unitholders distribution                                 -           -   (190 449)    (190 449)

Balance at 31 March 2014                        1 947 048    3 829 832           -    5 776 880

Transactions with owners, recognised
directly in equity                                       -           -           -             -

Total comprehensive income for the
period
Profit for the period                                    -           -     191 892      191 892
Other comprehensive income for the
period                                                   -     (18 630)           -     (18 630)
Net change in fair value of cash flow hedge
recognised directly in other comprehensive
income                                                   -     (18 630)           -     (18 630)

Total comprehensive income for the
period                                                   -    (18 630)     191 892       173 262

Transfer to non-distributable reserve                    -     (1 472)       1 472            -
Unitholders distribution                                 -           -    (193 364)    (193 364)

Balance at 30 September 2014                     1 947 048    3 809 730          -    5 756 778

CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED
30 SEPTEMBER 2014
                                                                Unaudited at   Reviewed at      Audited at
                                                                 30 Sep 2014   30 Sep 2013     31 Mar 2014
                                                                     (R'000)       (R'000)         (R'000)
Cash generated from/ (utilised in) operating activities
Cash generated from operations                                      274 211         279 104        532 933
Dividend received                                                     8 285             833            833
Distribution paid                                                 (190 450)       (255 155)      (503 315)
Interest paid                                                     (101 147)        (80 226)      (151 928)
Interest received                                                    12 187          27 462         42 236
Taxation paid                                                             -           (556)          (556)
Net cash inflow/(outflow) from operating activities                   3 086        (28 538)       (79 797)

Cash flows utilised in investing activities
Subsequent expenditure on investment properties                    (16 808)        (9 868)        (23 801)
Subsequent expenditure on investment properties held for sale       (6 200)        (1 017)         (7 918)
Acquisition of investment properties                                      -              -     (1 679 596)
Selling costs on investment properties held for sale                (1 086)              -               -
Selling costs on disposal of investment properties                        -              -         (3 403)
Subscription to Rights Issue                                              -              -               -
Net cash outflow from investing activities                         (24 094)       (10 885)     (1 714 718)

Cash flows from financing activities
Gross proceeds from the issue of units in May 2013                        -        900 000         900 000
Unit issue costs                                                          -       (11 117)        (11 117)
Share buyback costs                                                       -              -         (1 434)
Borrowings raised                                                         -         29 476       1 002 987
Net cash inflow from financing activities                                 -        918 359       1 890 436

Net (decrease)/increase in cash and cash equivalents               (21 008)        878 936          95 921
Cash and cash equivalents at the beginning of the period            303 304        206 745         206 745
Effect of exchange rate fluctuations on cash held                      (27)            463             638
Cash and cash equivalents at the end of the period                  282 269      1 086 144         303 304

NOTES

1. BASIS OF PREPARATION

The unaudited condensed consolidated interim financial statements are prepared and presented in accordance with
International Financial Reporting Standards, which include International Accounting Standard (IAS) 34 Interim Financial
Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and the requirements
of the Collective Investment Schemes Control Act, 2002. The same accounting policies and methods of computation are
followed
in the interim financial report as compared to the most recent annual financial statements. The key estimates and
assumptions used in the interim financial statements are the same as the ones used in the annual financial statements.
The condensed consolidated results have been prepared under the supervision of Sycom's acting financial director,
Craig Kotze.

2. CONDENSED SEGMENTAL RESULTS
for the six months ended 30 September 2014
                                                                     RETAIL          OFFICES              TOTAL
                                                                    (R'000)          (R'000)            (R'000)
Segment rental revenue and recoveries                               159 379          212 459            371 838
Straight-line rental income accrual                                     602          (3 724)            (3 122)
Dividend income                                                      10 145                -             10 145
Total revenue                                                       170 126          208 735            378 861
Operating expenditure                                              (32 164)         (38 530)           (70 694)
Selling costs on investment properties held for sale                  (965)            (121)            (1 086)
Net finance income                                                      429            1 363              1 792
Segmental net operating income                                      137 426          171 447            308 873

Fair value adjustments
South Africa                                                          (602)            3 724              3 122
International                                                       (3 544)                -            (3 544)
Segmental Earnings                                                  133 280          175 171            308 451

Reconciliation of segmental results to profit for the period in the statement of profit or loss and other
comprehensive income
                                                                  Allocated      Unallocated               Total
Rental revenue and recoveries                                       371 838                -            371 838
Straight-line rental income accrual                                 (3 122)                -            (3 122)
Dividend income                                                      10 145                -             10 145
Total revenue                                                       378 861                -            378 861
Operating expenditure                                              (70 694)         (24 940)           (95 634)
Selling costs on investment properties held for sale                (1 086)                -            (1 086)
Net finance cost                                                      1 792         (94 777)           (92 985)
Net operating income                                                308 873        (119 717)            189 156
Fair value gain on investment properties                              3 122                -              3 122
Fair value loss on listed investment                                (3 544)                -            (3 544)
Fair value adjustment on cross currency swaps                            -             3 158              3 158
Profit before taxation                                              308 451        (116 559)            191 892
Taxation                                                                 -                 -                   -
Profit for the period                                               308 451        (116 559)            191 892
                                                                     RETAIL          OFFICES              TOTAL
Investment Property Assets                                          (R'000)          (R'000)            (R'000)
                                                                  3 641 753        4 573 370          8 215 123
CONDENSED SEGMENTAL RESULTS
for the six months ended 30 September 2013
                                                                     RETAIL          OFFICES              TOTAL
                                                                    (R'000)          (R'000)            (R'000)
Segment rental revenue and recoveries                               167 916          199 374            367 290
Straight-line rental income accrual                                   1 540              583              2 123
Dividend income                                                       9 655                -              9 655
Total revenue                                                       179 111          199 957            379 068
Operating expenditure                                              (33 105)         (39 867)           (72 972)
Selling costs on investment properties held for sale                (4 100)             (16)            (4 116)
Net finance cost                                                        305              748              1 053
Segmental net operating income                                      142 211          160 822            303 033

Fair value adjustments
South Africa                                                        112 117          138 780            250 897
International                                                        50 365                -             50 365
Segmental Earnings                                                  304 693          299 602            604 295

Reconciliation of segmental results to profit for the period in the statement of profit or loss and other
comprehensive income

                                                                  Allocated      Unallocated              Total
Rental revenue and recoveries                                       367 290                -            367 290
Straight-line rental income accrual                                   2 123                -              2 123
Dividend income                                                       9 655                -              9 655
Total revenue                                                       379 068                -            379 068
Operating expenditure                                              (72 972)         (23 452)           (96 424)
Selling costs on investment properties held for sale                (4 116)                -            (4 116)
Net finance cost                                                      1 053         (42 905)           (41 852)
Net operating income                                                303 033         (66 357)            236 676
Fair value gain on investment properties                            250 897                -            250 897
Fair value gain on listed investment                                 50 365                -             50 365

Fair value adjustment on interest rate and cross currency swaps          -          (10 017)           (10 017)
Profit before taxation                                             604 295          (76 374)            527 921
Taxation                                                                 -             (556)              (556)
Profit for the year                                                604 295          (76 930)            527 365

                                                                     RETAIL          OFFICES              TOTAL
                                                                    (R'000)          (R'000)            (R'000)
Investment Property Assets                                        4 175 058        4 467 100          8 642 158

3. FAIR VALUE OF FINANCIAL INSTRUMENTS RECOGNISED IN THE STATEMENT OF FINANCIAL POSITION
The fair values of all financial instruments with the exception of interest rate swaps, cross currency swap and the
investment in Stenham are substantially the same as the carrying amounts reflected on the statement of financial
position. The group measures fair values using the following hierarchy that reflects the significance of the inputs used
in
making the measurements:

- Level 1: Quoted prices (unadjusted) in an active market for an identical instrument.

- Level 2: Valuation techniques based on observable inputs, either directly (ie: as prices) or indirectly (ie: derived
from
prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments;
quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation
techniques where all significant inputs are directly or indirectly observable from market data.

- Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the
valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect
on the instrument's valuation. This category also includes instruments that are valued based on quoted prices for similar
instruments where significant unobservable adjustments or assumptions are required to reflect differences between the
instruments.

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the
fair
value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value
hierarchy as the lowest level input that is significant to the entire measurement.

As the group does not hold financial instruments that are traded in active markets, fair values are not based on quoted
market prices or dealer price quotations. As such, the group determines fair values using valuation techniques. Valuation
techniques include net present value and discounted cash flow models and comparison to similar instruments for which
market observable prices exist. Assumptions and inputs used in valuation techniques include risk-free and benchmark
interest rates, credit spreads and other premia used in estimating discount rates, bond and equity prices, foreign
currency exchange rates, equity and equity index prices and expected price volatilities and correlations. The objective of
valuation techniques is to arrive at a fair value determination that reflects the price of the financial instrument at the
reporting date, that would have been determined by market participants acting at arm's length.

The group uses widely recognised valuation models and techniques for determining the fair value of common and more
simple financial instruments, like the interest rate and currency swaps that use only observable market data and require
little management judgement and estimation. Observable prices and model inputs are usually available in the market for
listed debt and equity securities, exchange traded derivatives and simple over the counter derivatives like interest rate
swaps. Availability of observable market prices and model inputs reduces the need for management judgement and
estimation and also reduces the uncertainty associated with determination of fair values.
The table below analyses financial instruments carried at fair value, by valuation method.

                                             Level 1     Level 2     Level 3        Total
30 September 2014
Financial assets
Listed investment                                  -           -     407 674       407 674
Interest rate swaps                                -      34 035           -        34 035
Financial liabilities
Cross currency swap                                -     (50 327)          -      (50 327)
Interest rate swaps                                -      (1 927)          -       (1 927)

30 September 2013
Financial assets
Listed investment                                  -           -     368 593       368 593
Interest rate swaps                                -      34 881           -        34 881
Financial liabilities
Cross currency and interest rate swaps             -     (52 574)          -      (52 574)

A reconciliation of the opening balances to the closing balances for the level 3 valuation is disclosed as follows:

                                                            Unaudited at       Reviewed at
                                                             30 Sep 2014       30 Sep 2013
                                                                 (R'000)           (R'000)
Balance as at beginning of period                                409 224           310 722
Scrip shares acquired                                              1 994             7 506
Revaluation of investment recognised in profit or loss           (3 544)            50 365
Fair value (loss)/gain on listed investment                      (3 544)            50 365
Carrying value at end of period                                  407 674           368 593

Level 2 fair values - Interest rate swaps and cross currency swaps
The following table shows the valuation techniques used in measuring level 2 fair values:

Type                                          Valuation technique                        Significant unobservable inputs
Interest rate swaps                           Fair valued monthly by Nedbank             Not applicable - observable inputs
                                              Capital using mark to market mid           are used in the valuation
                                              market values. This involves, inter
                                              alia, discounting the future cash flows
                                              using the curves at the reporting date
                                              and the credit risk inherent in the
                                              contract
Cross currency swaps                          Fair valued bi-annually by Nedbank            Not applicable - observable inputs
                                              Capital using mark to market                  are used in the valuation
                                              valuation methodology. This involves,
                                              inter alia, calculating the present
                                              value of the future cross currency swap
                                              cash flows

Level 3 fair value - Investment in Stenham European Shopping Centre Fund
The investment in Stenham European Shopping Centre Fund is an investment in a closed fund without an actively traded
price. The significant underlying asset per the statement of financial position of Stenham is the investment property
balance, which is valued using a discounted cash flow model (refer valuation technique below). Sycom's valuation in
Stenham is based on the net asset value per share of the investment translated at the period end ruling exchange rate.
The investment property has been valued at 30 September 2014 by Jones Lang LaSalle, who are independent and
qualified in accordance with the Appraisal and Valuation Manual published by the Royal Institute of Chartered Surveyors
(RICS). The valuation was prepared in accordance with the RICS Valuation - Professional Standards published by the
Royal Institute of Chartered Surveyors as well as the International Valuation Standards (IVS) on the basis of Market
Value.
                                                                      Significant            Inter-relationship between
key
                                                                      unobservable           unobservable inputs and fair
Valuation technique                                                   inputs                 value measurements
The Market Value of the property has been assessed using the                                 The fair value would
increase/
Discounted Cash Flow (DCF) calculation method. The valuation          a) Financial           (decrease) based on (1)
takes into account the agreed rent for the signed leases, the         information used       increases/(decreases) in the
market rent for currently vacant space and estimated rents for        to calculate rental    stabilised net operating
income,(2)
re-letting of the space after lease term expiry. In all instances,    growth forecasts       (decreases)/increases in the
yield
the valuers calculated the DCF for a 10-year period and assumed a                            used to calculate the
Terminal
capitalised value based on a stabilised rental income of the          b) Net initial yield   Value Indication, (3)
property thereafter. After the DCF-period of 10 years, the            (6.39%)                (decreases)/increases in the
valuers calculate a stabilised rental income. The capitalised value                          discount rate used to
calculate the
takes this stabilised rental income and subtracts the stabilised      c) Discount rate       Gross Capital Value
expenses, resulting in the Stabilised Net Operating Income. This      (6.85%)
result is capitalised into perpetuity applying an equivalent
(growth implicit) yield and produces the Terminal Value               d) Terminal
Indication. The resulting value is then discounted to the valuation   capitalisation rate
date using the discount rate from years 1-10. Discounting             (6.5%)
the remaining Cash Flows for years 1 to 10 and the Terminal
Value for year 11 to the valuation date (i.e. the Net Present         e) Non
Value) produces the Gross Capital Value. After deductions for         recoverable
Purchaser's Costs, the Market Value is obtained.                      expenses
                                                                      f) Market lease
                                                                      assumptions for
                                                                      contract expiry/
                                                                      vacant space
COMMENTARY

1.   REVIEW OF RESULTS AND OPERATIONS

     The Board of SPFM is pleased to report a distribution of 96.62 cents per unit (cpu) for the six
     months ended 30 September 2014. This represents an increase of 9.7% over the corresponding
     period in the previous financial year.

2.   CORPORATE ACTION

     Merger with Acucap Properties Limited ("Acucap")

     Acucap made a general offer, and a subsequent follow-on offer, to Sycom unitholders in terms
     of which Sycom unitholders were offered 0.58 Acucap shares in exchange for every Sycom unit
     held. The follow-on offer closed on 26 September 2014, and resulted in Acucap increasing it's
     holding in Sycom to 83.4%. Growthpoint Properties Limited holds 15.6% of Sycom's units in issue,
     and minorities hold the residual 1%.

3.   PORTFOLIO INVESTMENT ACTIVITY

     Vaal Mall
     The 14,000m(2) expansion of Vaal Mall commenced in September 2014, at an estimated cost of R439
     million (Sycom's share being R341 million) at an expected initial yield of 8.4%. The project will
     result in expanded Woolworths, Truworths, Foschini Group and Edcon stores and a new 2,400m(2)
     Ster-Kinekor. The majority of stores are expected to be trading by mid-2016, with project
     completion planned for November 2016. The expansion will include an upgrade of the existing
     mall.

     Paarl Mall
     The 2,850m(2) expansion of Paarl Mall has been approved and will commence in January 2015. The
     estimated cost of the expansion is approximately R68 million at an anticipated initial yield of 8%.
     The project is driven largely by a 2,000m(2) expansion of Woolworths. Additional land has been
     acquired adjacent to the Mall and once re-zoned, it will provide the necessary bulk to permit an
     expansion that will allow a large format discounter to be introduced into the tenant mix.

     Greenacres
     Phase 1 of the Greenacres redevelopment is underway and is expected to be complete by April
     2015. This phase comprises the construction of 3,340m(2) of additional retail space which will
     link the current Woolworths entrance to that of the Shoprite Hyper. The estimated total cost of
     phase 1 is R86 million, of which Sycom's contribution is R43 million. The anticipated first year
     return on phase 1 is 13.9%. Phase 1 will reflect the modern and contemporary standard to which
     the rest of the mall will be upgraded. The total capital commitment for the Greenacres project,
     including all non-income producing refurbishment work and mall revitalisation, is in the order of
     R296 million (Sycom's share being R148 million) with an anticipated yield of 7,5%, and is expected
     to be complete by June 2016.

     Fourways Crossing
     The upgrade and expansion of Fourways Crossing has commenced with the anticipated completion
     being the end of 2014. The total capital cost of the project is R80 million with Sycom's share being
     R40 million.

     Roggebaai Place

     This building, located in the Cape Town Foreshore, has reached practical completion and is in the
     process of being transferred from the developer to Sycom. The developer has provided a cash
     underpin for the full rental for the first two years after Sycom takes transfer of the building.

     The estimated yields disclosed above are based, inter alia, on costing reports received from the
     professionals involved in the respective projects and managements forecast of achievable rentals
     assuming the projects are fully let.

4.   BORROWINGS

     Sycom has an approved total facility of R2.9 billion. At the end of the reporting period, Sycom's
     gearing level was 34.1%, with 42.8% of its borrowings being covered by interest rate swap
     agreements. This will increase to 71.3% of current borrowings once all contracted forward
     starting interest rate swaps become effective over the next 15 months.

     Interest rate hedging
                                                       Notional
                                                         Amount       Effective
      Start Date       Maturity Date    Fixed Rate           Rm            rate
       31-Mar-14           31-Mar-17        5.790%          200          7.290%
       17-Mar-14           17-Mar-17        5.785%          200          7.285%
        9-Apr-14            9-Apr-18        6.095%          100          7.595%
       30-Sep-14           29-Sep-17        6.045%          200          7.545%
       30-Sep-14           30-Sep-16        7.180%          500          8.680%
       31-Mar-15           29-Mar-18        6.305%          300          7.805%
       30-Sep-15           28-Sep-18        7.650%          300          9.150%
       31-Mar-16           31-Mar-20        8.150%          100          9.650%
       31-Mar-16           31-Mar-21        8.340%          100          9.840%
           Total                                          2 000

5.   LEASE EXPIRIES

     The lease expiry profile by rental income is reflected in the table below. The lease with Deloitte
     at The Woodlands has been extended to 31 March 2020.

                       Total    Retail   Offices
     Mar-15            10.3%     3.6%       6.7%
     Mar-16            15.8%    12.2%       3.6%
     Mar-17            28.0%    12.7%      15.3%
     Mar-18             8.6%     4.2%       4.4%
     Mar-19            13.0%     3.4%       9.6%
     thereafter        24.3%     4.5%      19.8%
                      100.0%    40.6%      59.4%

     There are no individually significant lease expiries in this profile following the renewal of the
     Deloitte lease and the disposal of Discovery House.

6.   VACANCIES

     The table below provides details of Sycom's vacancies at September 2014, March 2014 and
     March 2013, expressed by gross lettable area.

                               Sept-14        Mar-14       Mar-13
     Retail vacancy               1.0%          3.0%         1.6%
     Office vacancy               1.5%          4.4%         2.7%
     Total vacancy                1.3%          3.8%         2.2%

     The low vacancy level reflects the high quality of Sycom's property assets, in particular its office
     portfolio, which has performed strongly in market conditions that remain difficult.

7.   EVENTS AFTER THE REPORTING DATE

     Other than the Corporate Action detailed above there have been no events after the reporting date that
     require disclosure.

8.   PROSPECTS

     Given that minorities hold only 1% of Sycom's units in issue, steps will be taken to acquire these units
     and a process will be initiated to de-list the Fund. However, these steps are not expected to be
     complete before the end of the current financial year.
     The board expects Sycom's distribution growth for the full financial year to be in the order of 8% to 9%.

     The growth in distributions is based on the following key assumptions:

      - forecast investment property income is based on contractual rental escalations and market related renewals;
      - appropriate allowances for vacancies have been incorporated into the forecast; and
      - no major corporate failures will occur.

     This guidance has not been reviewed or reported on by Sycom's auditors.

9.   PAYMENT OF DISTRIBUTION

     Notice is hereby given of the declaration of distribution number 59 in respect of the six months
     to 30 September 2014. The interim distribution of 96.62 (ninety six comma six two) cents per unit
     has been approved in respect of the six month period ended 30 September 2014. The last date to
     trade the units cum distribution is Friday, 28 November 2014 and the record date will be Friday,
     5 December 2014. The units will start trading ex-distribution from Monday, 1 December 2014.
     Distributions will be made to unitholders on Monday 8 December 2014.

     Sycom’s tax number is 9592332846 and it has no STC credits available.

     Unit certificates may not be dematerialised or rematerialised between Monday 1 December 2014
     and Friday 5 December 2014 both days inclusive.

     TAX TREATMENT OF DISTRIBUTION
     The information in this announcement is provided as a general guide to the potential South African tax
     consequences pertaining to the distribution for unitholders that are subject to South African tax. The
     information provided in this announcement is not intended as comprehensive tax advice, nor does it
     purport to take into account all of the considerations that may be relevant to unitholders in relation to
     the distribution. Unitholders should consult their tax advisors for advice on the particular tax
     consequences applicable to them.

     In accordance with Sycom's status as a REIT, unitholders are hereby advised that the interim distribution
     will 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"). The distribution will therefore be deemed to be a
     dividend for South African tax purposes, in terms of section 25BB of the Income Tax Act.

     South African tax resident unitholders

     The distribution received by or accrued to South African tax residents must be included in the gross
     income of such unitholders and will not be exempt from income tax (in terms of the exclusion to the
     general dividend exemption, contained in paragraph (aa) of section 10(1)(k)(i) of the Income Tax Act)
     as a result of it being a dividend distributed by a REIT. This distribution may, however, be exempt from
     dividend withholding tax in the hands of South African tax resident unitholders in which case the net dividend
     amount will be equal to the gross dividend amount disclosed above, provided that the South African resident
     unitholders provided the following forms to their CSDP or broker, as the case may be, in respect of uncertificated
     units, or Computershare Investor Services Proprietary Ltd ("Computershare") (at the details contained below), in
respect
     of certificated units:

       - a declaration that the distribution is exempt from dividends tax; and
       - a written undertaking to inform the CSDP, broker or, in respect of certificated unitholders only,
         Computershare, should the circumstances affecting the exemption change or the beneficial
         owner cease to be the beneficial owner,

     in the form prescribed by the Commissioner for the South African Revenue.

     Non-resident unitholders

     Distributions received by non-resident unitholders will not be taxable as income and instead will be
     treated as an ordinary dividend which is exempt from income tax in terms of the general dividend
     exemption in section 10(1)(k)(i) of the Income Tax Act. It should be noted that, up to 31 December
     2013, distributions received by non-residents from a REIT were not subject to dividend withholding
     tax. From 1 January 2014, any distribution received by a non-resident from a REIT is subject to
     dividend withholding tax at 15% in which case the net dividend amount will be 82.127 cents per unit,
     unless the rate is reduced in terms of any applicable Double Taxation Agreement ("DTA") between South
     Africa and the country of residence of the unitholder.
     A reduced dividend withholding rate in terms of the applicable DTA may only be relied upon if the non-
     resident unitholder has provided the following forms to its CSDP or broker, as the case may be, in
     respect of uncertificated units, or, Computershare, in respect of certificated units:
       - a declaration that the distribution is subject to a reduced rate as a result of the application of a
         DTA; and
       - a written undertaking to inform its CSDP, broker or Computershare, as the case may be, should
         the circumstances affecting the reduced rate change or the beneficial owner cease to be the
         beneficial owner,

     in the form prescribed by the Commissioner for the South African Revenue Service.

     Submissions
     Dematerialised unitholders

     Dematerialised unitholders are advised to contact their CSDP or broker 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.
     Certificated unitholders
     Certificated unitholders, who have not already submitted the above-mentioned documents, may
     submit these documents to Computershare

     By post to:                                      By hand to:
     Computershare Dividends Tax Project              Computershare Dividends Tax Project
     PO Box 62212                                     70 Marshall Street
     Marshalltown                                     Johannesburg
     2107                                             2001

     By email to:                                     By fax to:
     DividendTax@computershare.co.za                  +27 11 688 5266

     Any queries by certificated unitholders regarding the abovementioned submission
     may be directed to Computershare at +27 11 373 0004

On behalf of the Board

G K EVERINGHAM                                               PA THEODOSIOU
Chairman                                                     CEO
Sycom Property Fund Managers Ltd                             Sycom Property Fund Managers Ltd

13 November 2014

Registered Office
Suite A11 Westlake Square
Westlake Drive
Westlake
CAPE TOWN

Transfer secretaries:
Computershare Investor Services Proprietary Limited
70 Marshall Street
JOHANNESBURG

Sponsor:
Questco Proprietary Limited

http://www.sycom.co.za

Directors: GK Everingham (Chairman), MS Moloko (Deputy Chairman), FM Berkeley, JPD Flanagan,
BM Stocks, PA Theodosiou*# (CEO), CB Marlow, GR Jones*
Company Secretary: H H-O Steyn
* Executive , # British

Date: 13/11/2014 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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