Wrap Text
Abridged audited consolidated results for the period ended 31 August 2015
New Frontier Properties Ltd
(Incorporated in the Republic of Mauritius on 5 June 2014)
(Registration number 123368C1/GBL)
SEM share code: NFP.N000
JSE share code: NFP
ISIN: MU0453N00004
("New Frontier" or "the Company" or "the Group")
ABRIDGED AUDITED CONSOLIDATED RESULTS
FOR THE PERIOD ENDED 31 AUGUST 2015
AUDITED STATEMENTS OF FINANCIAL POSITION AT 31 AUGUST 2015
THE GROUP
Audited Audited
31 August 2015 31 December 2014
GBP000 GBP000
ASSETS
Non-current assets
Investment property 180 225 1 116
Derivative financial instrument 175 –
180 400 1 116
Current assets
Trade and other receivables 2 655 66
Cash and cash equivalents 4 985 2
7 640 68
Total assets 188 040 1 184
EQUITY
Capital and reserves (attributable to owners of the parent)
Share capital 80 511 616
Retained earnings/(revenue deficit) 834 (105)
Owner's interest 81 345 511
Non-controlling interests – 31
Total equity 81 345 542
LIABILITIES
Non-current liabilities
Borrowings 102 974 398
Deferred tax 26 –
103 000 398
Current liabilities
Trade and other payables 3 310 172
Borrowings – 72
Income tax payable 385 –
3 695 244
Total liabilities 106 695 642
Total equity and liabilities 188 040 1 184
AUDITED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
PERIOD FROM 1 JANUARY 2015 TO 31 AUGUST 2015
THE GROUP
Audited
Audited period from
period from 5 June 2014
1 January 2015 (Date of Incorporation)
to 31 August 2015 to 31 December 2014
GBP000 GBP000
Revenue
Rental income 5 333 –
Expenses
Property operating expenses (811) –
Administrative expenses (1 088) (17)
Acquisition-related costs (1 719) –
Goodwill impaired – (65)
Other income 41 –
Fair value gain on investment property 1 225 –
Loss on disposal of subsidiary company (67) –
2 914 (82)
Finance (costs)/income (1 306) 1
Profit/(loss) before tax 1 608 (81)
Taxation (723) –
Profit/(loss) from continuing operations 885 (81)
Profit/(loss) from discontinued operations 54 (24)
Profit/(loss) for the period 939 (105)
Other comprehensive income for the period
Exchange loss arising on retranslation of subsidiary company (11) –
Release of exchange difference on disposal of subsidiary company 11 –
Other comprehensive income for the period – –
Total comprehensive income for the period 939 (105)
Basic and diluted earnings/(loss) per share (GBP)
–– From continuing operations 0.013 (0.086)
–– From discontinued operations 0.001 (0.026)
Basic and diluted headline (loss)/earnings per share (GBP)
–– From continuing operations (0.004) (0.017)
–– From discontinued operations 0.001 0.020
*The Company does not have any dilutionary instruments in issue.
AUDITED RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS
THE GROUP
Audited
Audited period from
period from 5 June 2014
1 January 2015 (Date of Incorporation)
to 31 August 2015 to 31 December 2014
GBP000 GBP000
Basic earnings/(loss) from continuing operations
attributable to equity holders of the Company 885 (81)
Fair value movement on investment property (1 225) –
Goodwill impaired – 65
Loss on disposal of subsidiary 67 –
Headline (loss) from continuing operations attributable to equity holders
of the Company (273) (16)
Weighted average number of shares 68 481 218 938 736
Earnings/(loss) per share from continuing operations
Basic earnings/(loss) per share (GBP) 0.013 (0.086)
Headline loss per share (GBP) (0.004) (0.017)
AUDITED STATEMENTS OF CHANGES IN EQUITY
PERIOD FROM 1 JANUARY 2015 TO 31 AUGUST 2015
Retained
earnings/ Non-
Share (Revenue controlling
capital deficit) Total interests Total
GBP000 GBP000 GBP000 GBP000 GBP000
THE GROUP
Balance at 1 January 2015 616 (105) 511 31 542
Issue of shares 84 163 – 84 163 – 84 163
Issue costs (4 268) – (4 268) – (4 268)
Profit for the period – 939 939 – 939
Other comprehensive income for the period
Disposal of subsidiary company – – – (31) (31)
Balance at 31 August 2015 80 511 834 81 345 – 81 345
Balance at 5 June 2014 – – – – –
Issue of shares 616 – 616 – 616
Acquisition through business combination – – – 21 21
Issue of shares to non-controlling shareholders – – – 10 10
Loss for the period – (105) (105) – (105)
Other comprehensive income for the period – – – – –
Balance at 31 December 2014 616 (105) 511 31 542
AUDITED STATEMENTS OF CASH FLOWS
PERIOD FROM 1 JANUARY 2015 TO 31 AUGUST 2015
THE GROUP
Audited
Audited Period from
Period from 5 June 2014
1 January 2015 (Date of Incorporation)
to 31 August 2015 to 31 December 2014
GBP000 GBP000
Cash flows from operating activities
Cash generated from operations 1 984 95
Interest paid (1 394) (17)
Net cash generated from operating activities 590 78
Cash flows from investing activities
Acquisitions of subsidiaries, net of cash acquired (43 940) –
Disposal of subsidiary net of cash and cash
equivalents disposed (7) –
Interest received 6 –
Expenses incurred in respect of disposal of subsidiary company (89) –
Purchase of investment property – (43)
Net cash used in investing activities (44 030) (43)
Cash flows from financing activities
Payments on long-term borrowings (134 353) (43)
Proceeds from borrowings 102 886 –
Proceeds from issue of share capital 84 163 –
Payments for share issuance costs (4 268) –
Proceeds from issue of shares to non-controlling shareholders – 10
Net cash generated from/(used in) financing activities 48 428 (33)
Net increase in cash and cash equivalents for the period 4 988 2
Exchange difference (5) –
Cash and cash equivalents at the beginning of the period 2 –
At 31 August 2015/31 December 2014 4 985 2
COMMENTARY
The Company has been established in Mauritius as a public company limited by shares holding a Category 1 Global Business Licence. The
Company has its primary listing on the Stock Exchange of Mauritius ("SEM") Ltd and a secondary listing on the AltX of the Johannesburg Stock
Exchange ("AltX"). The primary objective of the Company is to acquire good quality income-generating retail property assets situated in the
United Kingdom.
REPORTING CURRENCY
The Company's results are reported in Pounds Sterling.
The Company's results are reported in Pounds Sterling.
BUSINESS REVIEW
Property acquisitions
On 26 March 2015, the Company raised GBP84.1 million, net of issue costs, which together with debt of GBP104.2 million was used to purchase two
shopping centres, in the UK towns of Burton upon Trent and Middlesbrough, for GBP179.0 million on 14 April 2015. Both centres are dominant in these
towns and offer 789 497 sq ft of retail shopping.
These centres have been independently valued at 31 August 2015 by independent valuers, Colliers International, at GBP180.2 million.
Property Location GLA sq ft Acquisition date Cost Valuation
Coopers Square Burton upon Trent 396 504 14 April 2015 GBP93 750 000 GBP95 000 000
The Cleveland Centre Middlesbrough 392 993 14 April 2015 GBP85 250 000 GBP85 250 000
Rental income
The combined annualised net operational income (NOI) is GBP12.3 million per annum with 88% of the income coming from national retail operators.
Letting Activity and Lease Renewals
The centres have a combined occupancy of 94.90% by 'ERV' and 96.20% by 'GLA'. Since purchase in April 2015, New Frontier has concluded
18 leasing events, eight of which are core long-term leases at an average rent increase of 5.05% above ERV.
Retention of tenants is very important to our centres and the Board is pleased to report that we retained 100% of the eight core leases, accounting
for 4.40% of the rent roll, which were subject to break options or lease expiries.
There is good demand for the Company's two centres with 14 units currently under offer on either short-term or long-term lettings.
A number of asset management initiatives are underway within both schemes which will allow the Company to improve the quality of space that
is offered to tenants allowing the opportunity to upsize and improve their profitability.
Net Asset Value
The NAV per share at 31 August 2015, based on the number of shares in issue at that time, was GBP 0.78.
Subsequent to the Year End
Consistent with the Company's strategy to build a portfolio of dominant shopping centre assets in towns based in the United Kingdom, the
Company raised via private placement a further GBP44.0 million (net of issue costs) on 17 September 2015. These funds were used to purchase The
Houndshill Shopping Centre in Blackpool for a consideration of GBP105.2 million. This is a modern, fully covered shopping centre in the town's prime
pitch offering over 300 000 sq ft which includes 65 retail units and 750 car parking spaces. The centre is anchored by Debenhams, with other
major retailers including New Look, River Island, Next and H&M.
The Company transferred its tax domicile to the United Kingdom on 20 October 2015 and elected to join the UK REIT regime with effect from
21 October 2015. The UK REIT regime offers certain tax advantages to the Company and guarantees 90% distribution of the aggregate net
property rental income to shareholders.
CHANGES TO THE BOARD
Subsequent to the year-end, Ms Catherine McIlraith* resigned from the Board, effective from 20 October 2015. The Board wishes to thank
Ms McIlraith for her valuable contribution to the Company.
The following directors were appointed to the Board, effective from 20 October 2015:
- Mr William Heaney** as independent non-executive director; and
- Mr Richard Thomas** as independent non-executive director.
*Mauritian resident.
**UK resident.
PROSPECTS
The UK economy is expanding, with positive GDP growth, falling unemployment and improving household disposable income, resulting in rising
retail sales. In this environment, the Company plans to grow assets significantly in the next twelve months and has identified a number of potential
acquisitions which it is currently evaluating.
DISTRIBUTABLE EARNINGS
The Company's dividend policy is to consider declarations of dividends on a six-monthly basis in line with its year-end and half year which are
August and February.
The Board has approved a dividend of 3.04932 GBP pence per share, based on the Company's recurring profit for the period. A reconciliation of
the statutory IFRS profit to the recurring profit is presented below:
GBP000
Unaudited
Statutory IFRS reported profit for period 939
Less revaluation gain (1 225)
Less gain on financial derivatives (175)
Add non-recurring tax 723
Add loan-related fees 131
Add amounts related to subsidiary disposed of 13
Add non-recurring legal and professional costs 2 347
2 753
The salient dates for the dividend are set out below:
Announcement of exchange rate: Friday, 30 October 2015
Last day to trade cum dividend (JSE): Friday, 6 November 2015
Securities trade ex dividend (JSE): Monday, 9 November 2015
Last day to trade cum dividend (SEM): Monday, 9 November 2015
Securities trade ex dividend (SEM): Tuesday, 10 November 2015
Record date (JSE and SEM): Friday, 13 November 2015
Payment date: Monday, 16 November 2015
No dematerialisation or rematerialisation of share certificates, nor transfer of shares between sub-registers in Mauritius and South Africa will take
place between Monday, 9 November 2015 and Friday, 13 November 2015. Shareholders on the South African sub-register will receive dividends in
South African Rand, based on the exchange rate to be obtained by the Group on or before Friday, 30 October 2015. A further announcement in
this regard will be made on or before Friday, 30 October 2015.
BASIS OF PREPARATION
These abridged audited consolidated results for the period ended 31 August 2015 have been prepared in accordance with International Financial
Reporting Standards, the rules of the SEM and the Listings Requirements of the JSE Limited.
ACCOUNTING POLICIES
The Company's external auditors, BDO & Co, have issued their unmodified audit opinion on the Group's financial statements for the period ended
31 August 2015. These abridged consolidated results have been derived from the Group financial statements and are, in all material respects,
consistent with the Group financial statements.
By order of the Board
Osiris Corporate Solutions (Mauritius) Limited
Company secretary
23 October 2015
NOTES
Copies of this report, together with the audit report, are available to the public at the registered office of the Company, 20th Floor, Newton Tower,
Sir William Newton Street, Port Louis.
Copies of the statement of direct or indirect interest of the Senior Officers of the Company pursuant to rule 8(2)(m) of the Securities (Disclosure
of Obligations of Reporting Issuers) Rules 2007 are available to the public upon request to the Company Secretary at the registered office of the
Company at 20th Floor, Newton Tower, Sir William Newton Street, Port Louis.
This communiqué is issued pursuant to Listing Rules 12.20 and 12.21 and section 88 of the Securities Act, 2005. The Board of New Frontier
Properties Limited accepts full responsibility for the accuracy of the information in this communiqué.
For further information please contact:
JSE sponsor Company Secretary
Java Capital +27 11 722 3050 Osiris Corporate Solutions (Mauritius) Limited +230 650 4030
Date: 23/10/2015 09:00:00 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
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