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SYCOM PROPERTY FUND - Reviewed interim financial results for the 12 month period ended 31 March 2015

Release Date: 03/06/2015 10:30
Code(s): SYC     PDF:  
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Reviewed interim financial results for the 12 month period ended 31 March 2015

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 ("SPFM") (Registration number 1986/002756/06) 
JSE Share code: SYC     ISIN: ZAE000019303  

Reviewed interim financial results for the 12 month period ended 31 March 2015

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 twelve months ended 31 March 2015.
 
Condensed Statement of Profit or Loss and Other Comprehensive Income
for the twelve months ended 31 March 2015
                                                                                Reviewed twelve   Audited twelve   
                                                                                       months to        months to   
                                                                                   31 March 2015      31 Mar 2014   
                                                                                         (R'000)          (R'000)   
Revenue                                                                                  714 627          685 699   
Contractual rental revenue and recoveries                                                732 219          701 389   
Straight-lining of rental revenue adjustment                                            (17 592)         (15 690)   
Direct property operating expenses                                                     (133 105)        (133 589)   
Loss on disposal of investment property                                                  (2 600)         (19 431)   
Selling costs on investment properties held for sale                                           -            (553)   
Dividend from listed investment                                                           19 466           19 973   
Fair value changes on investment property & listed investment                            395 958          517 922   
Fair value gain on investment properties                                                 433 069          436 400   
Fair value (loss)/gain on listed investment                                             (37 111)           81 522   
Administrative expenses                                                                 (49 690)         (42 131)   
Profit before net finance costs                                                          944 656        1 027 890   
Net finance costs                                                                      (195 180)        (128 610)   
Interest income                                                                           35 188           43 561   
Interest expense                                                                       (212 623)        (160 085)   
Change in fair value of derivative financial instruments at fair value through                                      
profit and loss                                                                         (17 745)         (12 086)   
Profit before taxation                                                                   749 476          899 280   
Taxation                                                                                       -            (556)   
Profit for the period                                                                    749 476          898 724   
Other comprehensive income for the period                                                                           
Net change in fair value of cash flow hedges *                                          (18 630)           51 897   
Other comprehensive income for the period                                               (18 630)           51 897   
Total comprehensive income for the period                                                730 846          950 621   
Basic and diluted earnings per unit - cents **                                            374.49           378.36   

* The fair value movement on the cash flow hedges through other comprehensive income may be reclassified to profit and loss.
** Sycom Property Fund has no dilutionary instruments in place.

Reconciliation of profit for the period to headline earnings and distributable earnings:

                                                                                 Reviewed twelve   Audited twelve   
                                                                                       months to        months to   
                                                                                   31 March 2015      31 Mar 2014   
                                                                                         (R'000)          (R'000)   
Profit for the period                                                                    749 476          898 724   
Fair value adjustment to investment properties                                         (433 069)        (436 400)   
Loss on disposal of investment property                                                    2 600           19 431   
Secondary tax on companies                                                                     -              556   
Headline Earnings                                                                        319 007          482 311   
Selling costs on investment properties held for sale                                           -              553   
Straight-lining rental income accrual                                                     17 592           15 690   
Deficit on derivative financial instruments                                               17 745           12 086   
Fair value adjustment to listed investment                                                37 111         (81 522)   
Prepaid distribution                                                                           -            9 492   
Distributable earnings                                                                   391 455          438 610   
                                                                                          cents            cents   
Earnings per unit:                                                                                                  
Basic and diluted earnings* per unit                                                      374.49           378.36   
Headline and diluted headline earnings* per unit                                          159.40           203.05   
Distribution per unit                                                                     195.60           183.28   
* Sycom does not have any dilutionary instruments in place.                                                         
Number of units in issue ('000)                                                          200 132          200 132   
Number of weighted average units in issue ('000)                                         200 132          237 531   

Condensed Statement of Financial Position                                                   
as at 31 March 2015                                                                         
                                                                                        Reviewed          Audited   
                                                                                   31 March 2015      31 Mar 2014   
ASSETS                                                                                   (R'000)          (R'000)   
Property Assets                                                                        8 329 251        8 196 492   
Investment properties and related receivables                                          8 329 251        7 528 383   
Investment properties                                                                  8 124 726        7 307 028   
Non-current straight-lining lease receivable                                             175 009          182 052   
Current straight-lining lease receivable                                                  29 516           39 303   
Investment properties held for sale and related receivables                                    -          668 109   
Investment properties held for sale                                                            -          659 244   
Straight-lining lease receivable                                                               -            8 865   
Other non-current assets                                                                 396 907          461 121   
Listed Investment                                                                        377 701          409 224   
Derivative financial instruments                                                          19 206           51 897   
Current assets                                                                           626 153          393 807   
Rental and other receivables                                                             104 846           80 185   
Dividends receivable                                                                       9 321           10 318   
Cash and cash equivalents                                                                511 986          303 304   
Total assets                                                                           9 352 311        9 051 420   
UNITHOLDERS' FUNDS AND LIABILITIES                                                                                  
Unitholders' funds                                                                     6 116 271        5 776 880   
Unitholders' capital                                                                   1 947 048        1 947 048   
Non-distributable reserves                                                             4 169 223        3 829 832   
Non-current liabilities                                                                2 915 630        2 903 795   
Borrowings                                                                             2 903 795        2 903 795   
Derivative financial instruments                                                          11 835                -   
Current liabilities                                                                      320 410          370 745   
Trade and other payables                                                                 122 319          125 652   
Derivative financial instruments                                                               -           54 643   
Unitholders for distribution                                                             198 091          190 450   
Total unitholders' funds and liabilities                                               9 352 311        9 051 420   
Net asset value per unit - cents *                                                         3 056            2 887   

* The calculation of net asset value per unit is calculated by dividing unitholders' funds by the number of units in issue at period end.

Condensed Statement of Changes in Unitholders' Funds
for the twelve months ended 31 March 2015
                                                                                 Non-                                     
                                                                        distributable                                     
                                                              Capital         reserve   Retained 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             -   
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 year                                                                                   
Profit for the year                                                 -               -             898 724       898 724   
Other comprehensive income for the period                           -          51 897                   -        51 897   
Net change in fair value of cash flow hedge recognised                                                                    
directly in other comprehensive income                              -          51 897                   -        51 897   
Total comprehensive income for the year                             -          51 897             898 724       950 621   
Transfer to non-distributable reserve                               -         469 606           (469 606)             -   
Unitholders distribution                                            -               -           (438 610)     (438 610)   
Balance at 31 March 2014                                    1 947 048       3 829 832                   -     5 776 880   
Total comprehensive income for the period                                                                                 
Profit for the period                                               -               -             749 476       749 476   
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)             749 476       730 846   
Transfer to non-distributable reserve                               -         358 021           (358 021)             -   
Unitholders distribution                                            -               -           (391 455)     (391 455)   
Balance at 31 March 2015                                    1 947 048       4 169 223                   -     6 116 271   

Condensed Statement of Cash Flows                                                               
for the twelve month period ended 31 March 2015                                                 
                                                                                          Reviewed       Audited   
                                                                                       31 Mar 2015   31 Mar 2014   
                                                                                           (R'000)       (R'000)   
Cash flows from operating activities                                                                               
Profit before taxation                                                                     749 476       899 280   
Adjusted for:                                                                                                      
Interest income                                                                           (35 188)      (43 561)   
Interest expense                                                                           212 623       160 085   
Foreign exchange loss/(gain)                                                                   439         (416)   
Dividend income                                                                           (19 466)      (19 973)   
Straight-lining of rental revenue adjustment                                                17 592        15 690   
Fair value gain on investment properties                                                 (433 069)     (436 400)   
Fair value deficit on interest rate and cross currency swaps                                17 745        12 086   
Fair value loss/(gain) on listed investment                                                 37 111      (81 522)   
Loss on disposal of investment properties                                                    2 600        19 431   
Change in working capital                                                                 (24 620)         8 233   
(Increase)/decrease in receivables (excluding interest accruals)                          (23 969)         4 034   
(Decrease)/increase in payables (excluding interest accruals)                                (651)         4 199   
Cash generated from operations                                                             525 243       532 933   
Dividend received                                                                           14 581           833   
Distribution paid                                                                        (383 814)     (503 315)   
Interest paid                                                                            (210 629)     (151 928)   
Interest received                                                                           34 496        42 236   
Taxation paid                                                                                    -         (556)   
Net cash outflow from operating activities                                                (20 123)      (79 797)   
Cash flows from investing activities                                                                               
Acquisition of investment properties                                                     (286 328)   (1 679 596)   
Subsequent expenditure on investment properties                                          (103 739)      (23 801)   
Subsequent expenditure on investment properties held for sale                              (6 648)       (7 918)   
Proceeds on disposal of investment properties                                              679 227             -   
Selling costs on disposal of investment properties                                         (7 070)       (3 403)   
Net cash inflow/(outflow) from investing activities                                        275 442   (1 714 718)   
Cash flows from financing activities                                                                               
Net outflow on settlement of cross currency swap in November 2014                         (46 492)             -   
Gross proceeds from the issue of units in May 2013                                               -       900 000   
Unit issue costs                                                                                 -      (11 117)   
Share buy-back costs                                                                             -       (1 434)   
Borrowings raised                                                                                -     1 002 987   
Net cash (outflow)/ inflow from financing activities                                      (46 492)     1 890 436   
Net increase in cash and cash equivalents                                                  208 827        95 921   
Cash and cash equivalents at the beginning of the period                                   303 304       206 745   
Effect of exchange rate fluctuations on cash held                                            (145)           638   
Cash and cash equivalents at the end of the period                                         511 986       303 304   

NOTES

1. Basis of Preparation and Review Opinion

Sycom has changed its year end to 30 June in order to align with the year end of its parent company, Growthpoint
Properties Limited. As such, the twelve month period ended 31 March 2015 is a second interim reporting period for Sycom. Sycom has prepared
condensed consolidated interim financial statements for this second interim reporting period.

The reviewed condensed consolidated interim financial statements are prepared in accordance with International Financial Reporting Standards,
International Accounting Standard (IAS) 34 Interim Financial Reporting and the SAICA Financial Reporting Guides as issued by the Accounting
Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council. The accounting policies applied in
the preparation of these interim financial statements are in terms of International Financial Reporting Standards and are consistent with those
applied in the previous annual financial statements. The key estimates and assumptions used in the interim financial statements are the same as the
ones used in the most recent annual financial statements.

These interim condensed consolidated financial statements for the period ended 31 March 2015 have been reviewed by KPMG Inc., who
conducted the review in accordance with the International Standard on Review Engagements 2410, Review of Interim Financial Information
Performed by the Independent Auditor of the Entity, and have expressed an unmodified review conclusion. A copy of the auditor's review report
is available for inspection at Sycom's registered office together with the financial statements identified in the auditor's review report. The
information contained in the commentary below does not form part of the review opinion.

The condensed consolidated results have been prepared under the supervision of the group's financial director, Craig Kotze.

2. Condensed Segmental Results
for the twelve month period ended 31 March 2015

Segmental earnings:                                                                 
                                                                     RETAIL       OFFICES       TOTAL   
                                                                    (R'000)       (R'000)     (R'000)   
Segment rental revenue and recoveries                               310 544       421 675     732 219   
Straight-lining of rental revenue adjustment                          (671)      (16 921)    (17 592)   
Dividend income                                                      19 466             -      19 466   
Total revenue                                                       329 339       404 754     734 093   
Operating expenditure                                              (60 153)      (72 952)   (133 105)   
Profit or (loss) on sale of investment property                       5 018       (7 618)     (2 600)   
Net finance income                                                      796         2 807       3 603   
Segmental net operating income                                      275 000       326 991     601 991   
Fair value adjustments                                              215 663       180 295     395 958   
South Africa                                                        252 774       180 295     433 069   
International                                                      (37 111)             -    (37 111)   
Segmental earnings                                                  490 663       507 286     997 949   

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

                                                                  Allocated   Unallocated       Total   
                                                                    (R'000)       (R'000)     (R'000)   
Rental revenue and recoveries                                       732 219             -     732 219   
Straight-lining of rental revenue adjustment                       (17 592)             -    (17 592)   
Dividend income                                                      19 466             -      19 466   
Total revenue                                                       734 093             -     734 093   
Operating expenditure                                             (133 105)      (49 690)   (182 795)   
Loss on sale of investment property                                 (2 600)             -     (2 600)   
Net finance cost                                                      3 603     (181 038)   (177 435)   
Net operating income                                                601 991     (230 728)     371 263   
Fair value gain on investment properties                            433 069             -     433 069   
Fair value loss on listed investment                               (37 111)             -    (37 111)   
Fair value adjustment on interest rate and cross currency swaps           -      (17 745)    (17 745)   
Profit before taxation                                              997 949     (248 473)     749 476   
Profit for the period                                               997 949     (248 473)     749 476 
  
Investment Property Assets:                                          RETAIL       OFFICES       TOTAL   
                                                                    (R'000)       (R'000)     (R'000)   
                                                                  3 718 951     4 610 300   8 329 251   
For the twelve month period ended 31 March 2014
                                          
Segmental earnings:                                                                      
                                                                     RETAIL       OFFICES       TOTAL   
                                                                    (R'000)       (R'000)     (R'000)   
Segment rental revenue and recoveries                               297 783       403 606     701 389   
Straight-lining of rental revenue adjustment                            888      (16 578)    (15 690)   
Dividend income                                                      19 973             -      19 973   
Total revenue                                                       318 644       387 028     705 672   
Operating expenditure                                              (56 350)      (77 239)   (133 589)   
Loss on disposal of investment property                            (19 431)             -    (19 431)   
Selling costs on investment properties held for sale                  (362)         (191)       (553)   
Net finance cost                                                      2 461         1 683       4 144   
Segmental net operating income                                      244 962       311 281     556 243   
Fair value adjustments                                              274 155       243 767     517 922   
South Africa                                                        192 633       243 767     436 400   
International                                                        81 522             -      81 522   
Segmental earnings                                                  519 117       555 048   1 074 165   

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

                                                                  Allocated   Unallocated       Total   
                                                                   (R'000)       (R'000)     (R'000)   
Rental revenue and recoveries                                       701 389             -     701 389   
Straight-lining of rental revenue adjustment                       (15 690)             -    (15 690)   
Dividend income                                                      19 973             -      19 973   
Total revenue                                                       705 672             -     705 672   
Operating expenditure                                             (133 589)      (42 131)   (175 720)   
Loss on disposal of investment property                            (19 431)             -    (19 431)   
Selling costs on investment properties held for sale                  (553)             -       (553)   
Net finance cost                                                      4 144     (120 668)   (116 524)   
Net operating income                                                556 243     (162 799)     393 444   
Fair value gain on investment properties                            436 400             -     436 400   
Fair value gain on listed investment                                 81 522             -      81 522   
Fair value adjustment on interest rate and cross currency swaps           -      (12 086)    (12 086)   
Profit before taxation                                            1 074 165     (174 885)     899 280   
Taxation                                                                  -         (556)       (556)   
Profit for the period                                             1 074 165     (175 441)     898 724   
  
                                                                     RETAIL       OFFICES       TOTAL   
                                                                    (R'000)       (R'000)     (R'000)   
Investment Property Assets                                        3 633 092     4 563 400   8 196 492   

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 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 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   
                                        (R'000)    (R'000)   (R'000)    (R'000)   
31 March 2015                                                                      
Financial assets                                                                   
Listed investment                              -          -   377 701    377 701   
Interest rate swaps                            -     19 206         -     19 206   
Financial liabilities                                                              
Interest rate swaps                            -   (11 835)         -   (11 835)   
31 March 2014                                                                      
Financial assets                                                                   
Listed investment                              -          -   409 224    409 224   
Interest rate swaps                            -     51 897         -     51 897   
Financial liabilities                                                              
Cross currency and interest rate swaps         -   (54 643)         -   (54 643)   

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

                                                              Reviewed         Audited   
                                                         31 March 2015   31 March 2014   
                                                               (R'000)         (R'000)   
Balance as at beginning of period                              409 224         310 722   
Scrip shares acquired                                            5 588          16 980   
Revaluation of investment recognised in profit or loss        (37 111)          81 522   
Fair value (loss)/gain on listed investment                   (37 111)          81 522   
Carrying value at end of period                                377 701         409 224   

Level 2 fair values - Interest rate 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 Capital           Not applicable - observable inputs are used     
                       using mark to market mid market values.          in the valuation                                
                       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 swap*   Fair valued bi-annually by Nedbank Capital       Not applicable - observable inputs are used   
                       using mark to market valuation                   in the valuation                                
                       methodology. This involves, inter alia,                                                          
                       calculating the present value of the future                                                      
                       cross currency swap cash flows                                                                   

* The cross currency swap agreement ended and was settled in November 2014

Level 3 fair value - Investment in Stenham European Shopping Centre Fund ("Stenham")
The investment in Stenham 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 as per the most recent publically available financial information, translated at the period end ruling exchange
rate.

The investment property is valued 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 is prepared in accordance with the RICS Valuation - Professional Standards published by the Royal
Institute of Chartered Surveyors as well as the International Valuation Standards 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 investment property is assessed using the discounted             a) Financial           The fair value would increase/(decrease)
cash flow (DCF) calculation method. The valuation takes into account the                 information used to    based on:
agreed rent for the signed leases, the market rent for currently vacant space and        calculate rental       (1) increases/(decreases) in the stabilised   
estimated rents for re-letting of the space after lease term expiry. In all instances,   growth forecasts       net operating income,                         
the valuers calculated the DCF for a 10-year period and assumed a capitalised            b) Net initial yield   (2) (decreases)/increases in the yield used   
value based on a stabilised rental income thereafter. After the DCF period of 10         (6.43%)                to calculate the terminal value indication    
years, the valuers calculate a stabilised rental income. The capitalised value           c) Discount rate       (3) (decreases)/increases in the discount     
takes this stabilised rental income and subtracts the stabilised expenses, resulting     (6.90%)                rate used to calculate the gross capital value
in the stabilised net operating income. This result is capitalised into perpetuity       d) Terminal 
applying an equivalent (growth implicit) yield and produces the terminal value           capitalisation rate
indication. The resulting value is then discounted to the valuation date using the       (6.55%)
discount rate from term years 1-10. Discounting the remaining cash flows for             e) Non recoverable
years 1 to 10 and the terminal value for year 11 to the valuation date (i.e. the net     expenses
present value) produces the gross capital value. After deductions for purchaser's        f) Market lease
costs, the market value is obtained.                                                     assumptions for
                                                                                         contract expiry/
                                                                                         vacant space
Sensitivity analysis for Level 3 fair value - Investment in Stenham

Price risk sensitivity analysis
The price risk sensitivity analysis has been determined based on Sycom's shareholding percentage and the Euro value per share of the investment as per the most recent
publically available financial information and assumes a fixed exchange rate in order to isolate price sensitivity. If the price per share of the investment were to
increase/decrease by 1% and all other variables were held constant, profit for the period ended 31 March 2015would have decreased/increased by R 3 777 007 (2014:
R 4 091 582) and closing equity would have increased/decreased by the same amount. Asthis surplus/deficit movement arises on a fair value measurement, it would
be transferred from retained earnings to the non-distributable reserve and consequently would have no impact on distributable earnings.

4. Related Party Transactions

Identity of the related parties with whom significant transactions have occurred

Entity                                               Relationship                                      
Acucap Properties Limited                            Sycom is a subsidiary of Acucap Properties Limited
Sycom Property Fund Managers Limited                 The management company of Sycom and a wholly owned subsidiary of Acucap Properties Limited   
Acucap Management Services Proprietary Limited       The entity is a wholly owned subsidiary of Acucap Properties Limited                         
FC Property Management Company Proprietary Limited   The entity is jointly controlled by Sycom Property Fund Managers Limited                                                         

                                                                       Reviewed at         Audited   
                                                                     31 March 2015   31 March 2014   
Significant related party transactions                                     (R'000)         (R'000)   
Asset Management Fees paid to Sycom Property Fund Managers Limited                                   
in terms of the Trust Deed:                                                                        
Service charge                                                              43 060          39 067   
Initial charge on new units issued                                               -           9 000   
Property Management fees                                                                             
Acucap Management Services Proprietary Limited                              21 087          18 102   
Sycom Property Fund Managers Limited                                           530           1 032   
FC Property Management Company Proprietary Limited                           1 565           1 594   
Somerset Mall Property Management Company Proprietary Limited                    -             967   
Letting Commissions fees                                                                             
Acucap Properties Limited                                                    1 036           1 128   
Acucap Management Services Proprietary Limited                              20 470           6 437   
Asset acquisition & capital development fees                                                         
Acucap Properties Limited                                                      592          16 580   
  
COMMENTARY 
 
1.   REVIEW OF RESULTS AND OPERATIONS 

      The Board of SPFM is pleased to report a distribution of 98.98 cents per unit (cpu) for the six 
      months ended 31 March 2015, which was paid to unitholders on 28 April 2015. This represents 
      an increase of 4.02% over the corresponding period in the previous financial year. 

2.   CORPORATE ACTION 

      Merger with Acucap Properties Limited ("Acucap") 
       
      In terms of a general and subsequent follow-on offer to Sycom unitholders during the first half of 
      the financial year, Acucap increased its holding in Sycom to 83.4%. Starting in April 2014, 
      Growthpoint built up a 15.6% interest in Sycom, and this, together with the corporate action 
      referred to in the next paragraph, resulted in the proposed merger between Acucap and Sycom 
      not proceeding as anticipated. 
       
      Merger of combined Acucap and Sycom with Growthpoint Properties Limited ("Growthpoint") 
       
      Growthpoint acquired a 34.9% interest in Acucap in April 2014, and subsequently increased its 
      shareholding in Acucap to 100% by way of a scheme of arrangement which was implemented on 
      28 April 2015. The scheme of arrangement has resulted in Growthpoint directly and indirectly 
      holding approximately 99% of the Sycom units in issue, and 100% of SPFM.      
       
3.   CHANGE IN YEAR END AND DIRECTORATE 

      The financial year end of Sycom has changed to 30 June in order to align with that of 
      Growthpoint. 

      In terms of the implementation agreement entered into between Acucap and Growthpoint, 
      certain changes were made to the SPFM board of directors. These changes will only become 
      effective once approved by the Financial Services Board. Unitholders are referred to the SENS 
      announcement dated 18 May 2015 wherein these changes are detailed. 

4.   PORTFOLIO INVESTMENT ACTIVITY 
        
      Vaal Mall 
      The 14,000m2 expansion of Vaal Mall commenced in September 2014 at an estimated cost of R439 
      million (Sycom's share being R341 million). The project will result in expanded Woolworths, 
      Truworths, Foschini Group and Edcon stores and a new 2,400m2 Ster-Kinekor. The majority of 
      stores are expected to be trading by mid-2016, with project completion planned for the end of 
      2016. The expansion will include an upgrade of the existing mall. 
        

      Paarl Mall  
      The first phase of the 2,850m2 expansion of Paarl Mall, including the 2,000m2 enlargement of 
      Woolworths, is currently underway. It is anticipated that Woolworths will trade from the enlarged 
      premises by December 2015. The estimated cost of the expansion is approximately R68 million. 
      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 
      The first phase of the R296m redevelopment and extension of Greenacres was opened to the public 
      on 30th April 2015. Sycom's half share of the development cost is R148m. The opening was well 
      supported by shoppers and the food court and adjacent retailers have to date traded beyond their 
      expectations. This phase successfully showcases the contemporary standard and modern look and feel 
      of the next phase. Phase 2 is underway and includes non income producing refurbishment work and 
      mall revitalisation. In addition national retailers like Jet, Identity, YDE, and Foschini will be adding to 
      their existing footprint as well as bringing new brands to Greenacres while several independent line 
      shops are also being introduced.  
      The full redevelopment is anticipated to be completed by March 2017. 
       
     Fourways Crossing         
      The upgrade and minor expansion of Fourways Crossing has commenced and is progressing well. 
      The project is scheduled for completion in April 2016. The total capital cost of the project is 
      estimated to be R85 million with Sycom's share being R42.5 million. 
        
      Roggebaai Place 
      This building, located in the Cape Town Foreshore, was transferred from the developer to Sycom in 
      December 2014. There has been encouraging interest from potential tenants, although the 
      developer has provided Sycom with a cash underpin for the full rental for the first two years post 
      transfer. 
 
     Discovery Building, Southgate Mall and Southgate Value Market 
      The sale of the Discovery Building, Southgate Mall and Southgate Value Market became effective in 
      October 2014.  
 
5.   BORROWINGS 

      Sycom has an approved total facility of R2.9 billion. At the end of the reporting period, Sycom's 
      gearing level was 30.8%, with 58.5% of its borrowings being covered by interest rate swap 
      agreements. This will increase to 78.1% of current borrowings once all contracted forward 
      starting interest rate swaps become effective over the next 15 months. 

Interest rate hedging 
 
                      Maturity                  Notional  Approximate 
       Start Date        Date    Fixed Rate      Amount    Effective 
                         
                                                     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  

6.   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
      June-15        7.0%    4.1%      2.9%
      June-16       25.2%   18.5%      6.7%
      June-17       19.4%    6.5%     12.9%
      June-18       11.9%    4.2%      7.7%
      June-19       12.9%    5.3%      7.6%
      thereafter    23.6%    2.9%     20.7%
                   100.0%   41.5%     58.5%
  
7.   VACANCIES 
 
      The table below provides details of Sycom's vacancies at March 2015, March 2014 and March 
      2013, expressed by gross lettable area. 
      
                       Mar-15   Mar-14   Mar-13
      Retail vacancy     1.9%     3.0%     1.6%
      Office vacancy     4.9%     4.4%     2.7%
      Total vacancy      3.6%     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.  

8.   EVENTS AFTER THE REPORTING DATE 
       
      Other than the Corporate Action detailed above there have been no events after the reporting date that 
      require disclosure. 

9.   PROSPECTS  
 
      Given that minority unitholders 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 Sycom. However, these steps are not expected to 
      be complete before the end of the current financial year (June 2015). 
       
On behalf of the Board 
  
G K EVERINGHAM                                      PA Theodosiou 
Chairman                                           CEO 
Sycom Property Fund Managers Limited                   Sycom Property Fund Managers Limited 
                                               
3 June 2015

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                                
 
GK Everingham (Chairman), MS Moloko (Deputy Chairman), FM Berkeley, JPD Flanagan, BM Stocks, 
PA Theodosiou*# (CEO), C Kotze*, CB Marlow, GR Jones* 
 
Company Secretary: H H-O Steyn 
* Executive  
# British 
Date: 03/06/2015 10:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
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 information disseminated through SENS.

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