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Unaudited interim results for the six-month period ended 30 September 2014
ACCELERATE PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration No 2005/015057/06)
JSE code: APF ISIN code: ZAE000185815
(REIT status approved)
("Accelerate" or "the company")
UNAUDITED INTERIM FINANCIAL RESULTS FOR THE SIX-MONTH PERIOD ENDED 30 SEPTEMBER 2014
INTRODUCTION AND HISTORY
Accelerate continued its operations in investing in direct real estate for income generation and capital
growth purposes. Accelerate is classified as a Real Estate Investment Trust ("REIT") in the Retail REIT
sector of the JSE Limited ("JSE").
REIT legislation was introduced to South Africa on 1 April 2013 and is unique to listed property
companies. This legislation brings South Africa in line with international best practice.
OPERATING ENVIRONMENT
The global and local economic outlook remains weak and South Africa is still feeling the effects of slow
economic growth. The impact of the second interest rate hike this year in July 2014 has increased
pressure on consumers to service debt, and all indications are that there may be further interest rate
increases. Coupled with increasing inflation rates, this has resulted in greater pressure being placed on
consumer spending, which in turn is placing the retail and the commercial property sectors under
pressure.
In spite of the above, the listed property sector continues in its growth phase, with new investments
being placed regularly in the form of new equity and debt, as a result of the sector continuing to offer
investors a stable cash flow and consistent capital returns. This sector currently seems to be in a
consolidation phase, with take overs and mergers being the flavour of the day.
FINANCIAL REVIEW
Accelerate issued 29,89 million shares for R162 million, in terms of the conditional deferred payment
agreement relating to certain vacant premises which were let during this period.
We are pleased to report that during the six month period under review, Accelerate reported a
distributable profit after taxation attributable to equity holders of R141.6 million, which is marginally
above the forecast profit attributable to equity holders of R141.2 million for the period ended 30
September 2014. The forecast profit of R141.2 million was derived from the first 6 months of the monthly
distribution profit buildup (R140.7 million), which totals R289.7 million for the full year ending 31
March 2015 as disclosed in the pre-listing statement dated Wednesday, 27 November 2013. An additional
R0.5 million has been added to the original forecast earnings of R140.7 million to account for the
additional rental income relating to the filled vacancies under the Conditional Deferred Payment
Agreement referred to above.
Accelerate's distributable profit of R141.6 million differs from the reported profit of R135.5 million due
to fair value adjustment losses relating to a mark to market movement of R27.3 million on financial
instruments which was mitigated through a R9.1 million straight line adjustment and a R12.1 million
capital gain on the sale of The Willows (transfer date: 23 September 2014), which was sold for a net sale
consideration of R77.1 million. The distribution per share for the period ended 30 September 2014 of
23.993 cents is marginally higher than the forecast distribution of 23.935 cents per share for the same
period.
There were no material changes in the company's property and tenant profiles. Income and expenses were
well managed and this, combined with the effect of fixing debt interest rates on 89% of Accelerate's
debt, had a positive effect on profitability, which would have otherwise been detrimentally affected by
the interest rate increase of 0.75%.
Accelerate earned a gross rental income of R335.8 million for the period ended 30 September 2014, which
comprises net rentals of R260.5 million (including R5.47 million for rental guarantees charged to the
properties' vendors) and R75.3 million of operating expense recoveries. The company's major expenses,
being utility charges (R69.1 million), security (R11.45 million) and cleaning costs (R4.76 million) were
largely recovered in terms of tenant recoveries. The company spent R7.8 million on repairs and
maintenance of its properties. The net property expenses of R23.6 million (being 9% of revenue before
recoveries), in conjunction with R14.49 million other operating costs (being 5.6% of revenue before
recoveries), resulted in Accelerate reporting 14.6% net cost-to-income ratio (33.7% gross cost-to-income
ratio). The company's operating activities resulted in cash inflows of R113.88 million, after paying net
finance costs of R82.0 million.
OUTLOOK
Accelerate is well positioned to create shareholder value by being a participant in the major development
in the Fourways area, making the most of opportunities to acquire properties, and ensuring properties are
well managed and maintained, thereby ensuring sustainable returns to its shareholders.
Condensed Statement of Comprehensive Income
For the 6 months ended 30 September 2014
Period ended Year ended
30 September 2014 31 March 2014
R000's (6 months) (110 day period)
Revenue, excluding straight-line rental revenue adjustment 335 796 204 845
Straight-line rental revenue adjustment 9 107 16 457
Revenue 344 903 221 302
Property expenses (98 842) (65 696)
Net property income 246 061 155 606
Other operating expenses (14 493) (8 354)
Operating profit 231 568 147 252
Fair value adjustments (27 283) 455 391
Other income 1 138 48
Profit on disposal of asset 12 104 -
Finance income 5 261 1 607
Interest received from banks 2 182 92
Interest due on late payments from tenants 595 47
Interest due on late payments from vendors 2 484 1 468
Profit before long term debt interest and taxation 222 788 604 297
Long term debt interest (87 304) (51 486)
Interest on long term debt (91 925) (52 149)
Net payment on interest swap 4 620 664
Profit before taxation 135 484 552 811
Taxation - -
Profit after taxation attributable to equity holders 135 484 552 811
Period ended Year ended
30 September 2014 31 March 2014
EARNINGS PER SHARE (6 months) (110 day period)
Basic earnings per share (cents) 21.17 287.10
Diluted earnings per share (cents) 20.74 269.00
Headline earnings per share (cents) 25.43 50.59
Diluted Headline earnings per share (cents) 24.91 47.41
Period ended Year ended
30 September 2014 31 March 2014
DISTRIBUTABLE EARNINGS (R000's) (6 months) (110 day period)
Profit after taxation attributable to equity holders 135 484 552 811
Less: straight-line rental revenue adjustment (9 107) (16 457)
Add: fair value adjustments 27 283 (455 391)
Less: profit on sale of property (12 104) 0
Distributable earnings 141 555 80 963
Distribution per share (cents) 23.99368 13.77289
*Note: The weighted average number of shares for the period was 639 981 525 (basic) and 653 345 779
(diluted). The above basic, diluted, headline and diluted headline earnings per share include the 51 070
184 shares on which the distribution was ceded to Accelerate until the earlier of five years, or such
time that the purchased undeveloped property area has been developed. Further, Fouways Precinct will cede
the distribution on 27 768 697 shares to Accelerate in accordance with the conditional deferred payment
agreement. As these shares do not qualify for a distribution, they have been excluded from the
distribution per share calculations. 589 968 989 shares will qualify to receive distributions for the 30
September 2014 trading period as more fully calculated per the distribution per share table below.
Condensed Statement of Financial Position
As at 30 September 2014
R000's 30 September 2014 31 March 2014
ASSETS
Non current assets 6 256 340 6 228 588
Investment property 6 151 810 6 096 790
Straight-line rental revenue adjustment 25 564 16 151
Fair value of investment property assets 6 126 246 6 080 640
Derivative financial instruments 104 426 131 709
Equipment 105 89
Current assets 284 413 176 695
Trade and other receivables 156 620 119 051
Cash and cash equivalents 127 793 57 643
Investment property held for sale - 66 866
Straight-line rental revenue adjustment - 306
Fair value of investment property assets - 66 560
Total assets 6 540 754 6 472 149
EQUITY AND LIABILITIES
Shareholders' interest 3 988 654 3 771 962
Share capital 3 279 923 3 117 914
Other reserves 163 -
Retained earnings 708 568 654 048
Total Equity 3 988 654 3 771 962
Non-current liabilities 2 440 286 2 240 060
Long-term borrowings 2 394 050 2 030 276
Contingent liability on conditional purchase costs 46 236 209 784
Current liabilities 111 814 460 127
Trade and other payables 106 768 89 541
Short-term portion of long-term borrowings 253 358 284
Taxation payable (VAT) 4 793 12 302
Total equity and liabilities 6 540 754 6 472 149
Statement of Changes in Equity
For the 6 months ended 30 September 2014 Retained Other Total
R000's Share capital earnings reserves equity
Balance at 31 March 2013 0 (12) - (12)
Issue of ordinary shares 3 117 914 - - 3 117 914
Retained earnings on listing - 101 249 - 101 249
Total comprehensive income attributable to equity holders - 552 811 - 552 811
Profit/ (loss) for the period - 552 811 - 552 811
Other comprehensive income - - - -
Balance at 31 March 2014 3 117 914 654 048 - 3 771 962
Issue of ordinary shares 162 009 - - 162 009
Share incentive plan 163 163
Total comprehensive income attributable to equity holders - 54 520 - 54 520
Profit/ (loss) for the period - 135 484 - 135 484
Distribution number 1 - (80 963) - (80 963)
Other comprehensive income - - - -
Balance at 30 September 2014 3 279 923 708 568 163 3 988 654
Statement of Cash Flows
For the 6 months ended 30 September 2014
Period ended Year ended
30 September 2014 31 March 2014
R000's (6 months) (110 day period)
Cash flows from operating activities
Cash generated from operations 203 430 125 930
Finance income received 5 261 1 607
Finance costs paid (87 304) (51 486)
Taxation Payable (7 509) (12 302)
Net cash inflow from operating activities 113 878 63 749
Cash flows from investing activities
Investment in investment property (207 615) (5 512 474)
Listing acquisition - (5 441 474)
Payment of contingent property price (162 009) -
Post listing acquisitions - (71 000)
Property development costs (45 606) -
Equipment (16) (94)
Proceeds from the disposal of property 77 114 -
Net cash outflow from investing activities (130 517) (5 512 568)
Cash flows from financing activities
Long term debt financing 41 890 2 388 560
Repayment of long term debt financing (36 400) -
Short term insurance 253 -
Proceeds from issue of shares 162 009 3 117 914
Distribution number 1 (80 963) -
Adjustment: opening retained earnings - (12)
Net cash inflow from financing activities 86 789 5 506 462
Net increase/ (decrease) in cash and cash equivalents 70 150 57 643
Cash and cash equivalents at beginning of the period 57 643 -
Cash and cash equivalents at end of the period 127 793 57 643
Condensed Segmental Analysis
Management considers that the segmental analysis is best achieved by aggregating properties into office,
industrial, retail and specialised segments.
For the six month period ended 30 September 2014
R000's Office Industrial Retail Specialised Total
Statement of comprehensive income 2014
Revenue, excluding straight-line rental revenue adjustment 54 277 8 534 262 585 10 400 335 796
Straight-line rental adjustment 2 143 (34) 6 269 730 9 107
Property expenses (16 658) (2 164) (77 409) (2 610) (98 842)
Segment operating profit 39 762 6 335 191 445 8 519 246 061
Fair value adjustments on investment property - - - - -
Profit on sale of building - - 12 104 - 12 104
Segment profit 39 762 6 335 203 549 8 519 258 165
Other operating expenses (14 493)
Other income 1 138
Fair value gain on financial instrument (27 283)
Finance income 5 261
Long term debt interest (87 304)
Profit before tax 135 484
Year ended 31 March 2014 (110 days)
R'000s Office Industrial Retail Specialised Total
Statement of comprehensive income 2014
Revenue, excluding straight-line rental revenue adjustment 32 070 4 524 162 400 5 852 204 845
Straight-line rental adjustment 2 136 293 12 859 1 168 16 457
Property expenses (9 882) (471) (53 128) (2 215) (65 696)
Segment operating profit 24 324 4 346 122 131 4 805 155 606
Fair value adjustments on investment property 10 478 2 230 399 254 12 980 424 941
Profit on sale of building - - - - -
Segment profit 34 802 6 576 521 385 17 785 580 547
Other operating expenses (8 354)
Other income 48
Fair value gain on financial instrument 30 449
Finance income 1 607
Long term debt interest (51 486)
Profit before tax 552 811
R'000 Office Industrial Retail Specialised Total
Statement of financial position extracts at 30 September 2014
Assets
Investment property balance 1 April 2014 796 154 111 718 4 971 877 267 450 6 147 200
Acquisitions - - - - -
Development 23 080 - 22 526 - 45 606
Disposals - - (66 560) - (66 560)
Straight-line rental revenue adjustment 4 280 259 19 127 1 898 25 564
Fair value adjustments - - - - -
Segment assets at 30 September 2014 822 697 111 977 4 928 660 267 450 6 151 810
Other assets not managed on a segmental basis
Derivative financial instruments 104 426
Equipment 105
Current Assets (incl cash) 284 413
Total Assets 6 540 754
For the year ended 31 March 2014
R'000 Office Industrial Retail Specialised Total
Statement of financial position extracts at 31 March 2014
Assets
Investment property balance 1 April 2013 - - - - -
Acquisitions through listing 677 663 109 488 4 399 852 254 470 5 441 474
Conditional purchase price 108 013 - 101 771 - 209 784
Acquisitions - - 71 000 - 71 000
Disposals classified as held for sale - - (66 560) - (66 560)
Investment property held for sale - - 66 560 - 66 560
Straight-line rental revenue adjustment 2 136 293 12 859 1 168 16 457
Fair value adjustments 10 478 2 230 399 254 12 980 424 941
Segment assets at 31 March 2014 798 290 112 012 4 572 624 254 470 6 163 657
Other assets not managed on a segmental basis
Derivative financial instruments 131 709
Equipment 89
Current Assets 176 695
Total Assets 6 472 149
Period ended Year ended
30 September 2014 31 March 2014
DISTRIBUTION PER SHARE(R000's) (6 months) (110 days)
Profit after taxation attributable to equity holders 135 484 552 811
Less: straight-line rental revenue adjustment (9 107) (16 457)
Less: fair value adjustments 27 283 (455 391)
Less: profit on sale of property (12 104) -
Distributable earnings 141 555 80 963
Reconciliation of distribution per Shareholder
Shares issued on listing (12 December 2013) 638 916 916 638 916 916
Shares ceded on purchase of bulk* (51 070 184) (51 070 184)
Shares issued through deferred revenue agreement 29 890 954 -
Shares ceded by vendor on deferred revenue agreement* (27 768 697) -
Shares qualifying for distribution 589 968 989 587 846 732
Distribution per share (cents) 23.99368 13.77289
*Note: Fourways Precinct Proprietary Limited (Fourways Precinct) will cede the
distribution relating to 51 070 184 shares held by them over vacant land acquired
per the bulk agreement to Accelerate. This arose due to Accelerate acquiring the
bulk development rights over various buildings in the greater Fourways area.
Further, Fouways Precinct will cede the distrubution on 27 768 696 shares to
Accelerate in accordance with the conditional deferred revenue agreement.
Period ended Year ended
30 September 2014 31 March 2014
EARNINGS PER SHARE (6 months) (110 day period)
Basic earnings per share (EPS) amounts are calculated by
dividing profit for the year attributable to
ordinary equity holders of Accelerate by the weighted average
number of ordinary shares outstanding
during the year.
Reconciliation of basic earnings to headline earnings
Total comprehensive income attributable to equity holders 135 484 552 811
Fair value adjustment excluding straight lining 27 283 (455 391)
Applicable taxation - -
Headline earnings attributable to shareholders 162 767 97 421
Basic earnings per share (cents) 21.17 287.10
Diluted earnings per share (cents) 20.74 269.00
Headline earnings per share (cents) 25.43 50.59
Diluted Headline earnings per share (cents) 24.91 47.41
Shares in issue at the end of the year 668 807 870 638 916 916
Weighted average number of shares in issue 639 981 525 192 550 303
Dilutionary Instruments - -
Shares subject to Share Incentive Plan 3 889 706 -
Shares subject to the conditional deferred payment agreement 9 474 548 42 988 555
Weighted average of dilutionary instruments 13 364 254 12 955 455
Total diluted weighted average number of shares in issue 653 345 779 205 505 758
Weighted average number of shares in issue at 30 September 2014 includes 29 890 954 shares which were
allotted on 17 September 2014 as per the conditional deferred payment agreement. Accelerate introduced a
Conditional Share Plan effective 29 July 2014, in terms of which 3 889 986 shares were awarded to
certain employees of Accelerate on 18 September 2014. These shares will vest on 11 August 2017, and 11
August 2018, on the successful fulfilment of certain conditions by the respective employees.
NOTES TO THE FINANCIAL STATEMENTS
CORPORATE INFORMATION
The unaudited interim financial results of Accelerate for the period ended 30 September 2014 were
authorised for issue in accordance with a resolution of the directors passed on 18 November 2014.
Accelerate is a public company incorporated and domiciled in South Africa, whose shares are publicly
traded on the main board of the JSE. The registered office is located at Cedar Square Shopping Centre,
corner Cedar Road and Willow Avenue, Fourways, Johannesburg. The principal activities of Accelerate are
acquisition, development and leasing of properties. The functional and presentation currency of
Accelerate is South African rand thousands (R'000).
BASIS OF PREPARATION
These unaudited financial results for the period ended 30 September 2014 are prepared in accordance with
the framework concepts and the measurement and recognition requirements of International Financial
Reporting Standards (IFRS), contains the minimum information required by IAS 34 Interim Financial
Reporting, the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the
Financial Pronouncements as issued by Financial Reporting Standards Council, the requirements of the
Companies Act, 71 of 2008, as amended and the JSE Listings Requirements.
Comparatives for the corresponding period (1 April to 30 September) are not shown as Accelerate did not
trade during that period.
The accounting policies applied in the preparation of these interim financial results are in terms of
IFRS and are consistent with those applied in the year ended 31 March 2014, except for the new and
amended IFRSs that became effective during the 30 September 2014 reporting period, none of which had any
material impact on Accelerate's financial result.
These interim financial results have been prepared under the historical cost convention except for
investment properties which are measured at fair value and certain financial instruments which are
measured at either fair value or amortised cost.
The fair value of investment properties is determined by directors with reference to market-related
information while other financial liabilities are valued with reference to market-related information and
valuations as appropriate.
These interim financial results were prepared under the supervision of Mr Demetrios Kyriakides (CA)SA in
his capacity as chief financial officer.
CONTINGENT PURCHASE CONSIDERATION
As part of the sale and purchase agreement, an amount of contingent purchase consideration was agreed to
be paid to Fourways Precinct in accordance with the conditional deferred payment agreement. In terms of
this agreement, Accelerate will provide Fourways Precinct with an additional purchase consideration for
any vacant space let within three years from the date of transfer of the properties into the name of
Accelerate, previously excluded from the original purchase consideration. This payment will be settled by
Accelerate by the issue of additional shares in Accelerate in future, when certain conditions have been
met. As at 31 March 2014, the fair value of the contingent purchase consideration was estimated at R209
784 554. During the period under review a consideration of R162 008 973 was paid to the seller via the
issue of Accelerate shares. The fair value of the remaining contingent purchase consideration at 30
September 2014 is estimated at R 46 235 795. This is a level 3 measurement in the fair value measurement
hierarchy as at 30 September 2014.
A reconciliation of fair value measurement of the contingent purchase consideration liability is provided below (R'000):
Period ended Year ended
30 September 2014 31 March 2014
(6 months) (110 day period)
Opening balance 209 784 -
Liability arising on business combination - 209 784
Contingent purchase consideration paid (162 009) -
Reduction in contingent purchase consideration (1 539) -
Closing balance 46 236 209 784
The contingent purchase consideration is a mechanism used to shift the risk of vacant space from
purchaser (Accelerate) to the selling entity. The manner in which additional shares are issued to
Fourways Precinct is unlikely to have a dilutionary effect on yield.The R1.5million reduction relates to
the remaining contingent purchase consideration on the Willows that will not be payable, as the property
has been sold.
FINANCIAL RISK MANAGEMENT
Total financial assets and liabilities
The table below sets out the Fund's accounting classification of each class of financial asset and
liability and their fair values at 30 September 2014. Designated at fair Amortised
Financial assets (R000's) value cost Total
Derivative financial assets* 104 426 - 104 426
Trade and other receivables - 156 620 156 620
Cash and cash equivalents - 127 793 127 793
Total financial assets 104 426 284 413 388 839
LIABILITIES
Long-term interest bearing borrowings - (2 394 050) (2 394 050)
Trade and other payables - (111 561) (111 561)
Current portion of long term debt - (253) (253)
Total financial liabilities - (2 505 864) (2 505 864)
The table below sets out the Fund's accounting classification of each class of financial asset and
liability and their fair values at 31 March 2014. Designated at fair Amortised
Financial assets (R000's) value cost Total
Derivative financial assets* 131 709 - 131 709
Trade and other receivables - 119 051 119 051
Cash and cash equivalents - 57 643 57 643
Total financial assets 131 709 176 695 308 404
LIABILITIES
Long-term interest bearing borrowings - (2 030 276) (2 030 276)
Trade and other payables - (101 843) (101 843)
Current portion of long term debt - (358 284) (358 284)
Total financial liabilities - (2 490 403) (2 490 403)
* The values of the Derivative financial asset shown at fair value are based on inputs other than quoted
prices that are observable in the market for the assets and liabilities, either directly (i.e. as prices)
or indirectly (i.e. derived from prices) using standard valuation methodologies for plain vanilla interst
rate swaps - Level 2. # The carrying value of financial assets and liabilities carried at amortised cost
is considered to approximate the fair value of those financial assets and liabilities. There have been no
significant changes in valuation techniques or transfers between fair value hierarchy levels.
RELATED-PARTY TRANSACTION
Michael Georgiou (CEO and largest shareholder of Accelerate) is the majority shareholder of Fourways
Precinct and Accelerate Property Management Company Proprietary Limited (Accelerate Property Management
Company). As such, Accelerate entered into the following related party transactions during the reporting
period:
Fourways Precinct:
- R5.47milion in rental income was received by Accelerate per the vacancy guarantee agreement;
- R1.58 million in management fees were paid to Fourways Precinct for the management of 9 properties;
- R162 million Rands worth of shares were issued to Fourways Precinct in accordance with the conditional
deferred payment agreement;
- R1.68 million in interest accrued on outstanding vendor amounts throughout the period.
Accelerate Property Management Company :
- R1.45 million in management fees were paid to Accelerate Property Management Company for the management
of 42 properties
CAPITAL COMMITMENTS
As per Accelerate's pre-listing statement, R65 million was raised on listing and allocated to
Accelerate's planned capital expenditure and working capital requirements. As such, Accelerate views this
amount as authorised and not contracted.
SUBSEQUENT EVENTS
There have been no subsequent events that require reporting.
AUDITOR'S REVIEW
The financial results for the period ended 30 September 2014 have not been audited or reviewed by
Accelerate's external auditors.
DIRECTORS' RESPONSIBILITY STATEMENT
The directors of Accelerate assume full responsibility for the preparation of the interim financial
results.
DECLARATION OF CASH DISTRIBUTION NO 2
Notice is hereby given that on Thursday, 20 November 2014, Accelerate declared a cash distribution
(number 2) of 23.99368 cents per ordinary share for the six month period ended 30 September 2014,
payable on Monday, 15 December 2014 to holders of ordinary shares recorded in the books of the company at
close of business on Friday, 12 December 2014.
The source of the distribution comprises net income from property rentals earned from the company's
property investments as well as interest earned on excess cash on deposit.
The issued share capital at the declaration date was 668 807 870 ordinary shares. The company's income
tax reference number is: 9868626145
The timetable for payment of the dividend is as follows:
Declaration date Thursday, 20 November 2014
Last day to trade cum distribution Friday, 5 December 2014
Shares commence trading ex distribution Monday, 8 December 2014
Record date Friday, 12 December 2014
Payment date Monday, 15 December 2014
Share certificates may not be dematerialised or rematerialised between Monday, 8 December 2014 and
Friday, 12 December 2014, both days inclusive.
Tax implications
Accelerate was granted REIT status by the JSE with effect from 12 December 2013 in line with the REIT
structure as provided for in the Income Tax Act, No. 58 of 1962, as amended (the Income Tax Act) and
section 13 of the JSE Listings Requirements.
The REIT structure is a tax regime that allows a REIT to deduct qualifying distributions paid to
investors in determining its taxable income.
The cash distribution of 23.99368 cents per ordinary share meets the requirements of a 'qualifying distribution'
for the purposes of section 25BB of the Income Tax Act (a qualifying distribution). Accordingly, qualifying
distributions received by local tax resident shareholders must be included in the gross income of such shareholders
(as a non-exempt dividend in terms of section 10(1)(k)(aa) of the Income Tax Act), with the effect that the qualifying
distribution is taxable as income in the hands of the Accelerate shareholder. These qualifying distributions are, however,
exempt from dividend withholding tax in the hands of South African tax resident shareholders, provided that
the South African resident shareholders have provided the following forms to their Central Securities Depository
Participant (CSDP) or broker, as the case may be, in respect of uncertificated ordinary shares, or the transfer secretaries,
in respect of certificated ordinary shares:
- a declaration that the distribution is exempt from dividends tax; and
- a written undertaking to inform the CSDP, broker or transfer secretaries, as the case may be, should the
circumstances affecting the exemption change or the beneficial owner ceases to be the beneficial owner, both
in the form prescribed by the Commissioner for the South African Revenue Service. Shareholders are advised to
contact their CSDP, broker or the transfer secretaries, 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.
Qualifying distributions received by non-resident shareholders will not
be taxable as income and instead will be treated as ordinary dividends, but which are exempt in terms of
the usual dividend exemptions per section 10(1)(k) of the Income Tax Act. It should be noted that until
31 December 2013, qualifying distributions received by non-residents were not subject to dividend
withholding tax. From 1 January 2014, any qualifying distribution received by a non-resident from a REIT
is subject to dividend withholding tax at 15%, unless the rate is reduced in terms of any applicable
agreement for the avoidance of double taxation (DTA) between South Africa and the country of residence of
the shareholder. Assuming dividend withholding tax will be withheld at a rate of 15%, the net amount due
to non-resident shareholders will be 20.39463 cents per ordinary share. A reduced dividend withholding
tax rate in terms of the applicable DTA, may only be relied on if the non-resident shareholders has
provided the following forms to their CSDP or broker, as the case may be, in respect of the
uncertificated ordinary shares, or the transfer secretaries, in respect of certificated ordinary shares:
- a declaration that the dividend is subject to a reduced rate as a result of the application of a DTA;and
- a written undertaking to inform their CSDP, broker or the transfer secretaries, as the case may be,
should the circumstances affecting the reduced rate change or the beneficial owner ceases to be the
beneficial owner, both in the form prescribed by the Commissioner for the South African Revenue Service.
Non-resident shareholders are advised to contact their CSDP, broker or the transfer secretaries, 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, if applicable.
The cash distribution may have tax implications for resident as well as non-resident shareholders.
Shareholders are therefore encouraged to consult their professional advisors should they be in any
doubt as to the appropriate action to take.
On behalf of the board
Mr TT Mboweni
(Non-executive chairman)
Mr M Georgiou
(Chief executive officer)
Mr D Kyriakides
(Chief financial officer)
20 November 2014
Corporate information
DIRECTORS
Mr TT Mboweni (non-executive chairman)
Mr A Costa (chief operating officer)
Dr GC Cruywagen (lead independent, non-executive director)
Mr JRP Doidge (independent non-executive director)
Mr TJ Fearnhead (independent non-executive director)
Mr M Georgiou (chief executive officer)
Mr D Kyriakides (chief financial officer)
Ms K Madikizela (independent non-executive director)
Mr JRJ Paterson (executive director)
Prof F Viruly (independent non-executive director)
Registered office and business address
Cedar Square Shopping Centre, Management Office,
1st Floor, Cnr Willow Ave and Cedar Rd, Fourways, Johannesburg, 2055
Tel: 010 001 0790
Web: www.acceleratepf.co.za
Investor relations
Instinctif Partners
The Firs, 302 3rd Floor, Cnr Cradock and Bierman Road, Rosebank, Johannesburg, 2196
Attention Lizelle du Toit
Tel: 011 447 3030
Email: lizelle.dutoit@instinctif.com
Company secretary
Joanne Matisonn
iThemba Governance and Statutory Solutions Proprietary Limited
Monument Office Park, Block 5, Suite 102, 79 Steenbok Avenue, Monument Park
Tel: 086 111 1010
Email: Joanne@ithembaonline.co.za
Transfer secretaries
Computershare Investor Services Proprietary Limited
70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107, South Africa
Tel: 011 370 5000
Email: proxy@computershare.co.za
Sponsor
KPMG Services Proprietary Limited
KPMG Crescent, 85 Empire Road, Parktown, Johannesburg, 2193
Private Bag 9, Parkview, 2122
Tel: 011 647 7111
Email: Taryn.Mcallister@kpmg.co.za
External Auditors
Ernst & Young Incorporated
102 Rivonia Road, Sandton, Johannesburg, 2149
Tel: 011 772 3000
Email: Rosanne.DeLange@za.ey.com
Internal Auditors
LateganMashego Auditors (Pty)Ltd
Registered address: 11 Boca Walk, Highveld, Centurion, 0157
Tel: 0828987644/0836091159
Email: lindie@lateganmashego.co.za
Attorneys
Glyn Marais Inc.
2nd Floor, The Place, 1 Sandton Drive, Sandton, Johannesburg, 2196
PO Box 652361, Benmore, 2010
Tel: 011 286 3700
Email: inlaw@glynmarais.co.za
Contact details
Chief operating officer: Andrew Costa
Email: andrew@acceleratepf.co.za
Chief financial officer: Demetrios Kyriakides
Email: Dimitri@acceleratepf.co.za
Date: 20/11/2014 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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