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Unaudited interim results for the quarter ended 30 September 2014 and no change annoucement
DELTA INTERNATIONAL PROPERTY HOLDINGS LIMITED
(Formerly Osiris Properties International Limited)
(Incorporated in Bermuda with registration number 46566)
BSX share code: DLI.BH
JSE share code: DLI
ISIN: BMG2707T1018
("Delta International", "the Company" or "the Group")
UNAUDITED INTERIM FINANCIAL RESULTS FOR THE QUARTER ENDED 30 SEPTEMBER 2014 AND NO CHANGE
ANNOUNCEMENT
A. UNAUDITED INTERIM FINANCIAL RESULTS FOR THE QUARTER ENDED 30 SEPTEMBER 2014
The Group is required to publish results for the three months ended 30 September 2014 in terms of the Listing
Regulations of the Bermuda Stock Exchange ("BSX"). Accordingly this announcement presents the unaudited
condensed consolidated financial results of the Group in respect of the financial period from 01 July 2014 to
30 September 2014.
DIRECTORS' COMMENTARY
Nature of the business
Delta International, previously known as Osiris Properties International Limited, was incorporated on 16 May 2012 in
Bermuda in accordance with the applicable laws of Bermuda. Delta International has a primary listing on the BSX and
a secondary listing on the Alternative Exchange ("AltX") of the Johannesburg Stock Exchange ("JSE Limited"). On 16
May 2014 the Company changed its name from Osiris Properties International Limited to Delta International
Property Holdings Limited.
The primary objective of the Company is to invest in premium real estate assets underpinned by long-term leases
with high quality tenants delivering strong sustainable income. The Company has changed its focus from the United
Kingdom and Europe to Africa (excluding South Africa) offering investors' direct access to high growth opportunities
in African real estate.
Business review
The Company has embarked on a strategy of acquiring a portfolio of African real estate assets (excluding assets in
South Africa) in furtherance of its stated objectives. To facilitate the acquisitions into Africa, the Company has set-up
Delta International Mauritius Limited (incorporated in Mauritius), Delta International Bahrain Limited (incorporated
in Bahrain) and Freedom Property Fund SARL (incorporated in Morocco) (collectively "the Group").
On 14 July 2014 the Group indirectly acquired the Anadarko Building through the acquisition of 100% of the issued
shares of SAL Investment Holdings Limited. The Anadarko Building is a 7,058 m2 office building located in Maputo,
Mozambique with Anadarko as the major tenant. The Anadarko building has contributed $4.6 million profit before
tax to the Group's income for the period.
On 25 July 2014 the Group acquired Anfa Place, a 30,711 m2 shopping centre located in Casablanca, Morocco from
Anfa Plage SA.
The acquisitions were financed through the issue of $86,508,752 in new Delta International shares as well as new
debt facilities within the wholly owned subsidiaries.
For the 3 months ended 30 September 2014, the Group showed a net loss after tax of $1.5 million. Included in the
loss is a deferred tax expense of $1.8 million relating to investment property fair value adjustments and an
unrealised foreign currency exchange loss of $4.4 million relating to inter-company USD denominated debt provided
to Freedom Property Fund SARL.
The loan to value ratio at 30 September 2014 was 44.5%.
The geographic breakdown of property revenue for the period under review was as follows:
Geographic revenue (by value):
Morocco 84%
Mozambique 16%
Geographic revenue (by GLA):
Morocco 81%
Mozambique 19%
Subsequent events
At a special general meeting held on 31 October 2014 the shareholders approved a change in the domicile of the
Company from Bermuda to Mauritius. The Company will be discontinued as an exempted company incorporated in
Bermuda and continued as a Global Business Company organized under the laws of Mauritius under the name "Delta
International Property Holdings Limited". The application to migrate the Company is still pending and is expected to
be completed in January 2015.
Prospects
The Company is in the process of finalising the transfer of two properties in Maputo, Mozambique, namely the
Hollard Building and the Vodacom Building. The acquisitions are expected to be finalised by March 2015.
The Company is committed to increasing its portfolio further and has identified a strong acquisition pipeline in
Mozambique, Morocco, Nigeria and Ghana on which it intends to transact. The acquisitions will be funded through a
combination of new equity and debt facilities.
Directors’ interests in shares
The interests of directors in the share capital of the Company were as follows:
Beneficial
Name Title Direct Indirect % Shareholding
Non-executive directors
Bronwyn Corbett Director – 3,126,377 7.12
Sandile Nomvete Chairman – 3 853 263 8.77
6 979 640 15.89
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the quarter ended 30 September 2014
Foreign currency Total
Share translation Retained attributable to
capital reserve earnings equity holders
$'000 $'000 $'000 $'000
Balance at 1 September 2013 865 (31) 67 901
Total comprehensive loss for the period - - (47) (47)
Foreign currency translation reserve movement - 84 - 84
Balance at 30 June 2014 865 53 20 937
Total comprehensive loss for the period - - (1,543) (1,543)
Foregn currency translation reserve movement - 257 - 257
Shares issued 86,509 - - 86,509
Share issue expenses (1,082) - - (1,082)
Balance at 30 June 2014 86,291 310 (1,523) 85,078
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 September 2014
Unaudited Audited
As at As at
30-Sep-14 30-Jun-14
$'000 $'000
Assets
Non-current assets
Investment property 153,883 -
Fair value of property portfolio 149,861 -
Straight line rental income accrual 4,022 -
Property, plant and equipment 80 -
Goodwill 4,904 -
Other financial assets - 276
Total non-current assets 158,867 276
Current assets
Trade and other receivables 7,263 32
Cash and cash equivalents 2,039 649
Total current assets 9,302 681
Total assets 168,169 957
Equity and liabilities
Total equity attributable to equity holders
Share capital 86,291 865
Foreign currency translation reserve 310 53
Retained earnings (1,523) 19
Total equity attributable to shareholders 85,078 937
Liabilities
Non-current liabilities
Interest-bearing borrowings 68,450 -
Deferred tax 7,813 -
Total non-current liabilities 76,263 -
Current liabilities
Trade and other payables 6,419 20
Current tax payable 409 -
Total current liabilities 6,828 20
Total liabilities 83,091 20
Total equity and liabilities 168,169 957
Net asset value per share (cents) 193.72 141.07
Net asset value per share (excluding deferred taxation) (cents) 211.51 141.07
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the 3 months ended 30 September 2014
Unaudited Audited
3 months ended 10 months ended
30-Sep-14 30-Jun-14
$'000 $'000
Gross rental income 3,061 -
Straight-line rental income accrual 4,022 -
Revenue 7,083 -
Investment income - 63
Property operating expenses (626) -
Net property income 6,457 63
Other income 24 -
Administrative expenses (174) (77)
Profit / (loss) from operations 6,307 (14)
Acquisition costs (2,361) -
Set-up costs (509) -
Fair value adjustment on investment property 1,740 -
Disposal of investment in subsidiary - (33)
Foreign currency loss (3,836) -
Profit / (loss) before interest and taxation 1,341 (47)
Interest income - -
Finance costs (788) -
Profit / (loss) for the period before tax 553 (47)
Current tax expense (273) -
Deferred tax expense (1,823) -
Loss for the period after tax (1,543) (47)
Gain on translation of presentation currency 257 84
Total comprehensive (loss) / income for the period attributable to equity holders (1,285) 36
RECONCILIATION OF EARNINGS, HEADLINE EARNINGS AND DISTRIBUTABLE EARNINGS
For the 3 months ended 30 September 2014
Unaudited Audited
3 months ended 10 months ended
30-Sep-14 30-Jun-14
$'000 $'000
Basic earnings (1,285) 36
Fair value adjustment on investment property (net of deferred taxation) (1,128) -
- Fair value adjustment (1,740) 36
- Deferred taxation 612 -
Gains or loss on the loss of control of a subsidiary - 33
Foreign currency translation reserve movement (257) (84)
Headline loss attributable to shareholders (2,670) (14)
Straight-line rental income accrual (net of deferred taxation) (2,811) -
- Straight line rental income accrual (4,022) -
- Deferred taxation 1,211 -
Unrealised foreign currency exchange differences 4,421 -
Acquisition costs 2,361 -
Set-up costs 508 -
Distributable earnings attributable to shareholders for the period 1,809 (14)
Distribution from reserves - -
Less: distribution declared - -
Earnings not distributed 1,809 (14)
Number of shares entitled to distribution 43,918,556 664,180
Distributable earnings per share not distributed (cents) 4.12 N/A
Number of shares in issue 43,918,556 664,180
Weighted average number of shares in issue 9,168,569 664,180
Basic (loss) / earnings per share (cents)* (14.02) 5.48
Headline loss per share (cents)* (29.12) (2.10)
* The Company does not have any dilutive intruments in issue
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the 3 months ended 30 September 2014
Unaudited Audited
3 months ended 10 months ended
30-Sep-14 30-Jun-14
$'000 $'000
Net cash generated from / (utilised in) operating activities 85 (334)
Net cash (utlised in) / generated from investing activities (94,756) 651
Net cash generated from financing activities 96,061 294
Net cash at the beginning of the period 649 39
Net cash at the end of the period 2,039 649
CONSOLIDATED SEGMENTAL ANALYSIS
Unaudited Audited
3 months 10 months
ended ended
30-Sep-14 30-Jun-14
$'000 $'000
Profit / (loss) before tax
Morocco (2,483) -
Mozambique 5,425 -
Corporate (2,389) (47)
Total (553) (47)
Unaudited Audited
As at As at
30-Sep-14 30-Jun-14
$'000 $'000
Total assets
Morocco 124,807 -
Mozambique 37,938 -
Corporate 5,425 -
Total 168,170 -
Basis of preparation
The unaudited interim results for the three months ended 30 September 2014 have been prepared in accordance
with International Financial Reporting Standards ("IFRS"), including IAS 34 – Interim Financial Reporting, the rules of
the BSX and the Listings Requirements of the JSE Limited.
The results below have not been audited or reviewed by the Company's external auditors, Deloitte Limited Bermuda.
The accounting policies adopted are consistent with those published in the audited annual financial statements for
the year ended 30 June 2014.
Further details concerning the Company and this regulatory release can be accessed via the Company's website at
www.deltainternationalproperty.com.
By order of the Board
Sandile Nomvete Louis Schnetler
Chairman Chief Executive Officer
Bermuda
18 December 2014
B. NO CHANGE ANNOUNCEMENT - RELEASE OF INTEGRATED ANNUAL REPORT AS AT 30 JUNE 2014
In a filing with the BSX, Delta International, today released its results for the year ended 30 June, 2014.
Shareholders are advised that Delta International's annual report, incorporating the audited financial statements for
the year ended 30 June 2014, was published on the Company's website (www.deltainternationalproperty.com)
today, 23 December 2014, and contains no changes to the provisional reviewed results for the ten months ended 30
June 2014, which were announced on 30 September 2014.
Delta International has a primary listing on the Bermuda Stock Exchange and a secondary listing on the Alternative
Exchange of the JSE Limited.
Details and timing of the company's annual general meeting will be published in due course.
23 December 2014
Registered office
Williams House, 3rd Floor, 20 Reid Street, Hamilton, Bermuda, HM11
Directors: Sandile Hopeson Nomvete (Chairman and non-executive director), Louis Schnetler (Chief executive
officer), Greg Pearson (Chief operating officer), Greg Booyens (Chief financial officer), Bronwyn Anne Corbett (Non-
executive director), James Keyes (Independent non-executive director), David Brown (Independent non-executive
director) and Peter Todd (Independent non-executive director).
Auditors: Deloitte Limited (Bermuda)
Transfer secretary: Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street,
Johannesburg, 2001, South Africa
Registrar and transfer agent: Apex Fund Services Limited
BSX sponsor: Global Custody and Clearing Limited
JSE sponsor: Java Capital
Company secretary: Apex Fund Services Limited
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