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RESILIENT REIT LIMITED - Condensed unaudited consolidated interim financial statements for the six months ended 31 December 2015

Release Date: 03/02/2016 15:00
Code(s): RES     PDF:  
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Condensed unaudited consolidated interim financial statements for the six months ended 31 December 2015

RESILIENT REIT LIMITED
(previously Resilient Property Income Fund Limited)
Incorporated in the Republic of South Africa
Reg no 2002/016851/06
JSE share code: RES   ISIN ZAE000209557
(Approved as a REIT by the JSE)
(“Resilient” or “the group”)

CONDENSED UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
for the six months ended 31 December 2015

DIRECTORS’ COMMENTARY
1 NATURE OF THE BUSINESS
Resilient is an internally asset managed Real Estate Investment Trust (“REIT”)
listed on the JSE Limited. Its strategy is to invest in dominant regional retail
centres with a minimum of three anchor tenants and let predominantly to national
retailers. A core competency is the successful development of new malls and
extensions to existing malls.

Resilient also invests in listed and offshore property related assets.

2 DISTRIBUTABLE EARNINGS AND COMMENTARY ON RESULTS
The board has declared a dividend of 232,46 cents per share for the interim
period ended December 2015. This represents a 25,2% increase over the 185,62
cents per share declared in December 2014. Of this growth, 7% is attributable to
the impact of capital raisings, particularly the rights issue of June 2015,
which reduced the cost of funding. A further 8% was due to dividends from
Fortress B which were ahead of budget and Nepi and Rockcastle which benefited
from Rand depreciation. To provide additional certainty to investors, Resilient
hedged the projected December 2015 dividend income from its holdings in
Hammerson, Nepi and Rockcastle which limited the benefits from the decline in
the value of the Rand. Currency hedges were entered into at R21,44, R14,27 and
R12,86 against the British Pound, Euro and US Dollar respectively.

Net income from the property portfolio was negatively affected by once-off items
including the marketing campaign which included the Ripley’s Believe It Or Not
roadshow. After adjusting for these, net income grew by 7,6%.

Despite the challenging economic environment, Resilient’s portfolio of retail
properties continues to perform well. Retail sales growth at Resilient malls is
ahead of national retail sales growth and were ahead of the board’s
expectations. Retail sales growth of 9,1% was achieved compared with the six
months ended December 2014. Although Resilient did not own Irene Village Mall
and Jubilee Mall for the full comparative period, sales figures were obtained
from the previous owners. Pick n Pay Hypermarket Klerksdorp was excluded from
this figure as it was sold during the period.

The comparable sales growth per province is set out below:
                                                                   Percentage of
                                             Comparable            SA properties
                                           sales growth                 by value
Northern Cape                                    (4,6)%                     5,6%
Eastern Cape                                       2,8%                     3,5%
Mpumalanga                                         6,1%                    13,4%
KwaZulu-Natal                                      9,8%                    20,5%
Limpopo                                           10,5%                    27,5%
North West                                        11,6%                     5,1%
Gauteng                                           13,5%                    24,4%
The Northern Cape performance was negatively affected by Village Mall Kathu
which experienced a sharp deterioration in trading conditions. This was due to
two grocery anchored convenience centres opening in its immediate catchment area
as well as the distressed conditions in the mining industry which its catchment
area is dependent on. Diamond Pavilion consolidated its dominant position in
Kimberley at the expense of the CBD and smaller centres which enabled it to
achieve respectable growth. Circus Triangle in the Eastern Cape was affected by
another mall opening in its catchment area, however, the impact was less than
anticipated. The performance of North West province was surprisingly strong
albeit off the low base of the previous comparable period.

Thirteen of Resilient’s 28 properties achieved sales growth exceeding 10%
including five properties which exceeded 15%.

3 PROPERTY ACQUISITIONS AND DISPOSALS
Resilient has agreed to acquire an additional 4% (R73 million) in Highveld Mall
which will increase its interest to 64%. Resilient has acquired an additional 5%
(R49 million) interest in I’langa Mall to increase its interest to 90%. A
further 5% (R28,4 million) interest of Soshanguve Crossing was acquired and
Resilient now owns 60% of this centre. After acquiring the remaining 3,5% (R24,6
million) interest in Tubatse Crossing, Resilient is now the sole owner of this
property.

Pick n Pay Hypermarket Klerksdorp was sold for R164,5 million against a carrying
value of R164,4 million. Transfer was effected during December 2015. Resilient
provided mezzanine funding of R7,5 million to the seller which is repayable over
five years.

4 EXTENSIONS
Diamond Pavilion is being expanded to accommodate an enlargement of Edgars and
Woolworths and a net additional 149 parking bays. The 2 855m2 GLA extension will
achieve a yield of 4,4% on the cost of R104,5 million. The extension is within
budget and on schedule for completion in September 2016.
The anticipated improvement in trading densities resulting from the extension
and parking is not included in the forecast yield.

Village Mall Kathu is being extended to accommodate the expansion of the Spar
Superstore and Woolworths. The 2 089m2 GLA extension is projected to yield 8,0%
on the cost of R33 million and is scheduled for completion in April 2016. In
view of the difficult trading conditions in the region and the increased grocery
offering in Kathu, the addition of Food Lover’s Market will not proceed at this
stage.

The 2 753m2 GLA extension to Boardwalk Inkwazi has commenced and is scheduled
for completion in November 2016. The extension will accommodate the expansion of
Truworths and Woolworths and air-conditioning upgrades. The projected yield is
5,5% on the cost of R76 million.

Construction of the 17 396m2 GLA expansion to I’langa Mall commenced in October
2015. The expansion will introduce a substantial entertainment offering and a
number of new fashion tenants to ensure the mall’s dominance in the region for
the foreseeable future. The expansion is projected to yield 5% on Resilient’s
90% cost of R478 million.

The transfer of a 50% interest in Mams Mall is awaiting fulfilment of
outstanding conditions. It is anticipated that the conditions will be met by
June 2016.

Resilient is awaiting transfer of the last portion of land which will facilitate
the extension of the existing 31 818m2 GLA Irene Village Mall to an 80 000m2 GLA
regional mall. Transfer is expected in July 2016. The board has approved capital
expenditure of R1,5 billion at a yield of 7%.

Major extensions that are at various stages of planning include Limpopo Mall,
Mafikeng Mall, The Galleria, The Grove and Tzaneen Lifestyle Centre. The timing
of these extensions is dependent on various approvals, particularly plan
approvals by local authorities.

5 RESILIENT AFRICA
Resilient owns 60,94% of this joint venture for the development of malls in
Nigeria in partnership with Shoprite Checkers.

At December 2015 Resilient had advanced R712 million to Resilient Africa with
additional commitments totalling R397 million. The investment in Nigeria is
relatively small and business risks have increased. There are obvious downside
risks to the country’s rating and currency. The distressed economic conditions
have and will continue to yield attractive investment opportunities which will
be pursued providing investment criteria are met.

The decline in the oil price has had a negative impact on the Nigerian economy.
Although oil exports historically only accounted for 35% of Nigeria’s GDP, it
made up 95% of export earnings and 70% of government revenue. In an attempt to
limit the depreciation of the Naira against the US Dollar, the Nigerian
government introduced wide ranging import controls. This has negatively impacted
both the local and South African clothing retailers who are highly dependent on
imports.

The clothing retailers, which occupy 22% of the Delta Mall GLA, are experiencing
difficult trading conditions and unless the import controls are relaxed, the
larger clothing tenants are all expected to cease trading. Remaining tenants are
reporting strong trading conditions. Although currencies make comparisons
difficult, the Shoprite store achieves the highest trading densities of any
grocery store in Resilient’s portfolio. In the short to medium term vacancies
are anticipated to increase from 6% to 18% of GLA and the development yield will
decrease to 7% in US Dollars. The Resilient Africa board has resolved to re-let
the space to small Nigerian retailers who pay rentals in Naira.

Owerri Mall and Asaba Mall were reduced in size to strictly convenience centres
and the plight of clothing retailers will have a limited impact. The reduced
size will, however, reduce the projected US Dollar yields achievable to 7,7% and
9% respectively. These changes have, at least for the medium term, eliminated
the anticipated positive revaluation of these properties.

Resilient Africa accepted a 3-year facility of USD55 million from Stanbic that
is secured against Delta Mall and Owerri Mall. The interest rate is 90-day USD
Libor plus 6,25%. This interest rate includes Nigerian country risk and there is
no recourse to South African balance sheets. Drawdown of this facility is
expected in March 2016 which will reduce Resilient’s exposure to Resilient
Africa.

6 LISTED PORTFOLIO
Following the merger of Capital with Fortress, Resilient received 68 094 240
Fortress A and Fortress B shares. Strong demand for Fortress A shares was
experienced following Fortress’ inclusion in a number of indices after the
merger. Resilient sold a total of 36 794 240 Fortress A shares at an average
price of R17,25 per share into this demand.
In line with the   board’s strategy of increasing Resilient’s exposure to hard
currency assets,   Resilient acquired an interest in Hammerson, a UK listed retail
REIT. Management   has extensively researched Hammerson’s assets, its strategy and
growth prospects   and considers the position an attractive long-term investment.

                                   Dec 2015                     Jun 2015
Counter                     Number of    Fair value       Number of    Fair value
                               shares         R’000          shares          R’000
Capital (CPF)                       -             -     195 900 000     2 801 369
Fortress A (FFA)           31 300 000       503 304               -              -
Fortress B (FFB)          160 150 000     5 578 025      92 675 355      2 363 221
Nepi (NEP)                 27 900 000     4 960 899      26 217 896      3 607 583
                                         11 042 228                      8 772 173
Hammerson (HMSO UK)#       17 956 553     2 476 561               -              -
Rockcastle (ROC)^         187 550 000     6 545 495     175 322 584     4 728 450
                                         20 064 284                    13 500 623

# The Hammerson position is held through equity derivatives.
^ Rockcastle was treated as an associate (equity accounted) and was thus not
fair valued in the financial statements. The carrying value of Rockcastle was R3
232 million and R3 343 million at December 2015 and June 2015 respectively. The
net asset value of Resilient will increase to R83,75 (Jun 2015: R72,52) if the
investment in Rockcastle is fair valued.

The board’s policy is to hedge a maximum of 35% of its foreign currency exposure
to equity investments (Hammerson, Nepi and Rockcastle). At the date of this
report the following hedges were in place:
                                           Foreign
                           ZAR fair      exchange           Foreign
                           value of    fair value          exchange
                         investment of investment            hedged     Exchange
                               '000           '000             '000         rate
Hammerson                R2 476 561    GBP107 739         GBP67 021 GBP - R20,90
Nepi                     R4 960 899    EUR292 983         EUR32 000 EUR - R15,24
Rockcastle               R6 545 495    USD421 493        USD140 911 USD - R15,32
                        R13 982 955

In total, 28,9% of Resilient’s offshore equity exposure is hedged. The main
purpose is to align the funding risk profile to both the currency and income
streams of the group’s offshore holdings. The result is that 28,9% of these
investments are funded at the interest rates applicable to the currencies of the
investments.

7 VACANCIES
Vacancies reduced from 2,0% at June 2015 to 1,7% at December 2015. Vacancies at
Arbour Crossing and The Galleria remain high at 14,2% and 6,0% respectively.
Management is currently in negotiations for the introduction of an anchor tenant
at Arbour Crossing which will involve the partial redevelopment of the property
and that will significantly reduce the vacant space.

8 FACILITIES AND INTEREST RATE DERIVATIVES
Following the June 2015 rights issue, no new facilities were entered into. Notes
totalling R515 million issued under Resilient’s Domestic Medium Term Note
Programme matured and were repaid.

                                              Amount                Average margin
Facility expiry                           R' million                    over Jibar
Jun 2017                                       1 975                         1,43%
Jun 2018                                       2 179                         1,50%
Jun 2019                                     2 992                         1,52%
Jun 2020                                     1 553                         1,55%
Jun 2021                                       900                         1,72%
                                             9 599                         1,52%

Interest rate swap expiry         Amount R' million            Average swap rate
Jun 2017                                        100                        8,26%
Jun 2018                                        900                        7,52%
Jun 2019                                      1 100                        7,28%
Jun 2020                                        880                        6,31%
Jun 2021                                        820                        7,88%
Jun 2022                                        500                        8,09%
Jun 2023                                          -                            -
Jun 2024                                          -                            -
Jun 2025                                        100                        7,78%
                                              4 400                        7,37%

Interest rate cap expiry          Amount R' million             Average cap rate
Jun 2018                                        400                        5,90%
Jun 2019                                        200                        7,38%
Jun 2020                                        300                        7,54%
Jun 2021                                        300                        7,92%
Jun 2022                                          -                            -
Jun 2023                                        500                        7,77%
Jun 2024                                        900                        7,81%
                                              2 600                        7,46%

Variable rate instruments                                           Amount R'000
Loans to BEE vehicles                                                (2 835 793)
Loans to co-owners                                                     (294 546)
Cash and cash equivalents                                               (77 684)
Hammerson equity derivative margin                                     (492 425)
Interest-bearing borrowings (including gross-up of Hammerson
  equity derivative)                                                   9 443 431
Currency derivatives (gearing in foreign currency)                   (4 047 175)
Capital commitments contracted for                                     1 491 533
                                                                       3 187 341
Total interest rate derivatives                                        7 000 000
Percentage hedged                                                         219,6%

Capital expenditure approved by the board                              2 102 500
Percentage hedged inclusive of approved capital expenditure               132,3%

The all-in weighted average cost of funding of Resilient was 8,77% at December
2015 and the average hedge term was 4,4 years.

The information contained in notes 2, 7 and 8 and the “Fair value information”
section of note 9 has been compiled using proportionate consolidation. This
results in Resilient accounting for its share of the assets and liabilities of
Resilient Africa and property investments that are not held in undivided shares
(Arbour Crossing, The Galleria, Irene Village Mall and Mafikeng Mall). It
furthermore recognises the Rockcastle investment at fair value and the Hammerson
equity derivative position on a gross basis.

9 SUMMARY OF FINANCIAL PERFORMANCE

                           Dec 2015         Jun 2015       Dec 2014       Jun 2014
Dividend (cents per share)   232,46           205,05         185,62         168,35
Shares in issue and used
  for dividend per share
  calculation           385 443 448   376 747 796        342 209 172    312 569 839
Fair value information
Net asset value
  per share                  R83,75          R72,52          R63,85         R54,29
Interest-bearing debt to
  asset ratio*                21,0%           17,1%           27,0%           28,3%
Net property expense ratio    17,4%           14,0%           14,5%           14,5%
Gross property expense
  ratio                       37,2%           34,2%           33,9%           33,9%
Net total expense ratio       15,8%           14,5%           14,3%           17,6%
Gross total expense ratio     30,8%           29,9%           29,2%           32,6%
IFRS accounting
Net asset value per share    R75,16          R68,85          R59,02         R53,06

* The interest-bearing debt to asset ratio is calculated by dividing total
interest-bearing borrowings adjusted for cash on hand by the total of
investments in property, listed securities and loans advanced.

Fair value information


SUMMARISED STATEMENT                        Dec 2015       Jun 2015       Dec 2014
OF FINANCIAL POSITION                        R'000          R'000          R'000

ASSETS
Investment property                       17 453 067     16 853 389     16 104 385
Investment property under development      1 023 975      1 059 389        697 732
Investments                               20 064 284     13 500 623     11 598 270
Resilient Share Purchase Trust loans         563 012        659 392        592 307
Loans to BEE partners                      2 835 793      1 714 551      1 697 971
Loans to co-owners                           294 546        301 277        244 681
Current assets                               525 534        357 506        374 362
Total assets                              42 760 211     34 446 127     31 309 708
EQUITY AND LIABILITIES
Total equity attributable
  to equity holders                       32 282 158     27 322 814     21 849 546
Minority interest                             25 325         20 470         16 301
Interest-bearing borrowings
  net of cash on hand                      8 873 322      5 834 443      8 351 722
Deferred tax                                 758 008        863 318        689 038
Amounts owing to minorities                  143 575        112 622         77 177
Current liabilities                          677 823        292 460        325 924
Total equity and liabilities              42 760 211     34 446 127     31 309 708
SUMMARISED STATEMENT OF
  COMPREHENSIVE INCOME                    (6 months)     (12 months)    (6 months)
Recoveries and contractual
  rental revenue                          1 026 233       1 822 401        876 604
Property operating expenses               (381 446)       (622 705)       (297 291)
Distributable income from investments       290 777         510 654        217 453
Fair value gain on investment property,
  investments and currency derivatives    4 667 677       5 637 170       3 288 079
Administrative expenses                    (42 030)        (87 213)        (36 405)
Foreign exchange gains                        7 217           1 592            536
Profit on sale of associates and
  economic interest in Proptrax              25 493         207 283          2 500
Profit before net finance costs           5 593 921       7 469 182      4 051 476
Net finance income/(costs)                  177 518       (302 608)      (201 133)
Profit before income tax                  5 771 439       7 166 574      3 850 343
Income tax                                  105 857       (310 216)      (129 426)
Profit for the period                     5 877 296       6 856 358      3 720 917
Minority interest                               528         (3 400)          (401)
Profit for the period attributable to
  equity holders                          5 877 824      6 852 958      3 720 516

10 PROSPECTS
With increased levels of uncertainty, the volatility in financial markets both
in South Africa and internationally is anticipated to continue. Resilient’s
conservative gearing and interest rate hedge profile, quality retail assets and
international exposure places the group in a strong position to weather the
storm. Resilient is also well placed to take advantage of attractive investment
opportunities that may arise.

Distributions are forecast to increase by approximately 24% for the 2016
financial year. The projected dividend income from the group’s holdings in
Hammerson, Nepi and Rockcastle for the June 2016 dividend is hedged at the
following exchange rates.

                                                GBP           EUR            USD
Forward rate against ZAR                     R22,06        R14,84         R13,34

The growth is further based on the assumptions that a stable macro-economic
environment will prevail, no major corporate failures will occur and that
tenants will be able to absorb the recovery of rising utility costs and
municipal rates. Budgeted rental income was based on contractual escalations and
market-related renewals. This forecast has not been audited or reviewed by
Resilient’s auditors.

By order of the board

Des de Beer                                    Nick Hanekom
Managing director                              Financial director
Johannesburg - 3 February 2016

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                         Unaudited        Audited       Reviewed
                                          Dec 2015       Jun 2015       Dec 2014
                                             R'000          R'000          R'000
ASSETS
Non-current assets                      37 600 749      33 409 633    29 304 082
Investment property                     18 173 608      17 037 004    13 914 762
Straight-lining of rental
  revenue adjustment                       334 488         313 608       261 713
Investment property
  under development                      1 339 429       1 484 715       921 142
Investment in and loans to associate
  and joint ventures                     3 231 812       3 343 041     4 566 222
Investments                             11 042 228       8 772 173     7 273 730
Resilient Share Purchase Trust loans       547 096         642 581       575 748
Loans to BEE vehicles                    2 788 713       1 658 623     1 637 998
Loans to co-owners                         143 375         157 888       152 767

Current assets                           1 348 593         780 101       731 536
Investment property held for sale                -         158 012             -
Straight-lining of rental
  revenue adjustment                              -         6 421             -
Resilient Share Purchase Trust loans       15   916        16 811        16 559
Loans to BEE vehicles                      47   080        55 928        59 973
Loans to co-owners                        139   074       110 734        74 257
Trade and other receivables               549   826       387 029       403 897
Hammerson equity derivative               492   425             -             -
Cash and cash equivalents                 104   272        45 166       176 850

Total assets                           38 949 342      34 189 734    30 035 618

EQUITY AND LIABILITIES

Total equity attributable to
  equity holders                       28 968 475      25 937 405    20 197 022
Stated capital                         11 616 582      10 616 875     7 664 387
Currency translation reserve              287 073          40 113        14 276
Reserves                               17 064 820      15 280 417    12 518 359

Minority interest                         399 777         279 340        33 730

Total equity                           29 368 252      26 216 745    20 230 752

Total liabilities                       9 581 090        7 972 989    9 804 866

Non-current liabilities                 7 977 937        7 091 406    8 956 424
Interest-bearing borrowings             6 097 007        5 333 721    7 878 290
Deferred tax                              752 647          857 657      695 271
Amounts owing to minorities             1 128 283          900 028      382 863

Current liabilities                     1 603 153         881 583       848 442
Trade and other payables                  694 019         307 098       323 606
Income tax payable                            839             839         2 341
Interest-bearing borrowings               908 295         573 646       522 495

Total equity and liabilities           38 949 342      34 189 734    30 035 618


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

                                         Unaudited                      Reviewed
                                       for the six         Audited   for the six
                                            months    for the year        months
                                             ended           ended         ended
                                          Dec 2015        Jun 2015      Dec 2014
Income statement                             R'000           R'000         R'000
Net rental and related revenue             688 090       1 276 535        573 660
Recoveries and contractual
  rental revenue                        1 074 525        1 755 229        770 318
Straight-lining of rental
  revenue adjustment                       14 459          121 443         63 127
Rental revenue                          1 088 984        1 876 672        833 445
Property operating expenses              (400 894)        (600 137)     (259 785)

Income from investments                   178 711          328 292        142 417

Fair value gain on investment
  property, investments and currency
  derivatives                          1 897 620         3 597 590      1 578 865
Fair value gain on
  investment property                        124          557 030           -
Adjustment resulting from 
  straight-lining of rental revenue      (14 459)       (121 443)        (63 127)
Fair value gain on investments          2 825 309       3 350 820       1 753 069
Fair value loss on
  currency derivatives                  (913 354)       (188 817)       (111 077)

Administrative expenses                  (45 101)       (89 172)         (38 216)
Profit on disposal of economic
  interest in PropTrax                          -         2 500            2 500
Foreign exchange gains                     11 843         2 612              880
Profit on sale of interest 
  in associate                            25 493        204 783              -

Income from associate
  and joint ventures                    (446 019)       768 822          136 112
 - distributable                          112 066       249 860          142 534
 - non-distributable                    (558 085)       518 962          (6 422)
 
Profit before net finance costs         2 310 637     6 091 962        2 396 218

Net finance income/(costs)                169 246     (303 223)         (199 645)
Finance income                            465 581       357 464           75 300
   Interest received                      219 123       308 395           75 300
   Fair value adjustment on
   interest rate derivatives              246 458       49 069              -

Finance costs                           (296 335)     (660 687)         (274 945)
   Interest on borrowings               (339 362)     (737 247)         (304 754)
   Capitalised interest                    43 027        76 560           31 121
   Fair value adjustment on
   interest rate derivatives                      -          -           (1 312)

Profit before income tax                2 479 883     5 788 739        2 196 573

Income tax                                105 857     (304 654)        (130 990)

Profit for the period                   2 585 740     5 484 085        2 065 583

Other comprehensive income net of tax

Items that may subsequently be
  reclassified to profit or loss
Exchange differences on translation of
  foreign operations                      359 749         68 253        27 627

Total comprehensive income for the
  period                                2 945 489       5 552 338     2 093 210

Profit for the period attributable to:
Equity holders of the company           2 564 141       5 467 549     2 067 992
Minority interest                          21 599          16 536       (2 409)
                                        2 585 740       5 484 085     2 065 583

Total comprehensive income for the
  period attributable to:
Equity holders of the company           2 803 884       5 505 494     2 082 390
Minority interest                         141 605          46 844        10 820
                                        2 945 489       5 552 338     2 093 210
Basic earnings per share (cents)           676,44        1 630,11        633,22


RECONCILIATION OF PROFIT FOR THE PERIOD TO HEADLINE EARNINGS

                                          Unaudited                                 Reviewed
                                        for the six            Audited           for the six
                                             months       for the year                months
                                              ended              ended                 ended
                                           Dec 2015           Jun 2015              Dec 2014
                                              R'000              R'000                 R'000
Basic earnings - profit for
  the period attributable to
  equity holders                         2 564 141           5 467 549            2 067 992

Adjusted for:                               13 646           (458 855)               70 686
 - fair value loss/(gain) on investment
     property                               14 335           (435 587)               63 127
 - fair value loss on investment property of
     joint ventures                             -               1 480                 1 480
 - income tax effect                         (689)            (24 733)                 6 094
 - income tax effect - joint ventures           -                 (15)                  (15)

Headline earnings                       2 577 787           5 008 694            2 138 678

Headline earnings per share (cents)        680,04            1 493,31                654,87

Basic earnings per share and headline earnings per share are based on the
weighted average of 379 063 486 (Jun 2015: 335 409 974; Dec 2014: 326 581 631)
shares in issue during the period.

Resilient has no dilutionary instruments in issue.


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                      Equity
                           Currency             attributable
                 Stated translation                to equity        Minority          Total
                capital     reserve      Reserves    holders        interest         equity
Unaudited         R'000       R'000         R'000      R'000           R'000          R'000
Balance at
  Jun 2014     5 594 555       (122)  10 989 731  16 584 164       23 460 16        607 624
Issue of
  shares       2 069 832                           2 069 832                       2 069 832
Equity contributed
  by minorities                                           -              89               89
Acquisition of
  minority interest                                        -           (639)            (639)
Exchange
  differences on
  translation of
  foreign operations           14 398                 14 398         13 229          27 627
Profit/(loss) for the
  period                                2 067 992  2 067 992         (2 409)        2 065 583
Dividends paid                          (539 364)  (539 364)              -        (539 364)
Balance at
  Dec 2014   7 664 387    14 276      12 518 359   0 197 022          33 730      20 230 752
Issue of
  shares     2 952 488                            2 952 488                       2 952 488
Equity contributed
  by minorities                                          -              254             254
Acquisition of
  minority interest                                      -              (1)             (1)
Obtaining control
  of joint ventures                                      -          253 089        253 089
Exchange
  differences on
  translation of
  foreign operations      23 547                     23 547          17 079         40 626
Profit for the period               3 399 557     3 399 557          18 945      3 418 502
Dividends paid                      (635 209)      (635 209)        (43 756)     (678 965)
Transfer to
  currency
  translation reserve      2 290        (2 290)                 -                         -
Balance at
  Jun 2015 10 616 875     40 113   15 280 417     25 937 405        279 340      26 216 745
Issue of 8 695 652
  shares on
  13 Nov 2015 999 707                                   999 707                      999 707
Exchange
  differences on
  translation of
  foreign operations     239 743                     239 743            120 006      359 749
Profit for the period              2 564 141       2 564 141             21 599    2 585 740
Dividends paid                     (772 521)       (772 521)           (21 168)    (793 689)
Transfer to
  currency
  translation reserve      7 217        (7 217)                 -                         -
Balance at
  Dec 2015 11 616 582    287 073   17 064 820     28 968 475           399 777 29 368 252


CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                            Unaudited                              Reviewed
                                          for the six         Audited           for the six
                                               months    for the year                months
                                                ended           ended                 ended
                                             Dec 2015        Jun 2015              Dec 2014
                                                R'000           R'000                 R'000
Cash inflow/(outflow) from
  operating activities                        70 048           (17 911)             (144 791)
Cash outflow from investing activities   (2 108 584)        (3 196 973)           (2 948 973)
Cash inflow from financing activities      2 097 642          3 196 933             3 207 497
Increase/(decrease) in cash and cash
  equivalents                                59 106           (17 951)               113 733
Cash and cash equivalents at beginning
  of period                                  45 166            63 117                 63 117
Cash and cash equivalents at
  end of period                             104 272            45 166                176 850
 
Cash and cash equivalents consist of:
Current accounts                            104 272           45 166                 176 850
NOTES

1 PREPARATION AND ACCOUNTING POLICIES
The condensed unaudited consolidated interim financial statements have been
prepared in accordance with International Financial Reporting Standards
(“IFRS”), IAS 34: Interim Financial Reporting, the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Financial Reporting Standards Council, the JSE
Limited Listings Requirements and the requirements of the Companies Act of South
Africa. This report complies with the SA REIT Association Best Practice
Recommendations. This report was compiled under the supervision of Nick Hanekom
CA(SA), the financial director.

The accounting policies applied in the preparation of the condensed consolidated
interim financial statements are in terms of IFRS and are consistent with the
accounting policies applied in the preparation of the previous consolidated
financial statements, with the exception of the adoption of new and revised
standards which became effective during the period.

The group’s investment properties are valued internally by the directors at
interim reporting periods and externally by an independent valuer for year-end
reporting. In terms of IAS 40: Investment Property and IFRS 7: Financial
Instruments: Disclosure, the group’s investment properties are measured at fair
value and are categorised as level 3 investments. In terms of IAS 39: Financial
Instruments: Recognition and measurement and IFRS 7, the group’s currency and
interest rate derivatives as well as the Hammerson equity derivative are
measured at fair value through profit or loss and are categorised as level 2
investments. In terms of IAS 39, investments are measured at fair value being
the quoted closing price at the reporting date and are categorised as level 1
investments. There were no transfers between levels 1, 2 and 3 during the
period. The valuation methods applied are consistent with those applied in
preparing the previous consolidated financial statements.

The directors are not aware of any matters or circumstances arising subsequent
to December 2015 that require any additional disclosure or adjustment to the
financial statements.

The interim financial statements have not been audited or reviewed by
Resilient’s auditors.


2 LEASE EXPIRY PROFILE
                                               Based on     Based on contractual
Lease expiry                              rentable area           rental revenue
Vacant                                             1,7%
Jun 2016                                          12,3%                    11,6%
Jun 2017                                          10,6%                    11,5%
Jun 2018                                          17,4%                    18,9%
Jun 2019                                          15,0%                    18,1%
Jun 2020                                          15,8%                    18,3%
> Jun 2020                                        27,2%                    21,6%

                                                 100,0%                   100,0%
3 SEGMENTAL ANALYSIS
                                       Unaudited                             Reviewed
                                     for the six            Audited       for the six
                                          months       for the year            months
                                           ended              ended             ended
                                        Dec 2015          Jun 2015           Dec 2014
                                            R'000            R'000              R'000
Total assets
Retail                                 20 047 488       19 142 237         15 391 171
Corporate                              18 901 854       15 047 497         14 644 447
                                       38 949 342       34 189 734         30 035 618
Rental revenue
Retail                                  1 088 984        1 876 672            833 445
Profit before net finance costs
Retail                                    673 755        1 779 635            578 046
Corporate                               1 636 882        4 312 327          1 818 172
                                        2 310 637        6 091 962          2 396 218

Reconciliation of profit for the period to
  dividend declared
Profit for the period                   2 585 740        5 484 085          2 065 583
Fair value gain on
  investment property                        (124)       (557 030)                  -
Fair value gain on investments         (2 825 309)      (3 350 820)        (1 753 069)
Fair value loss on currency derivatives    913 354         188 817            111 077
Profit on disposal of economic interest
  in PropTrax                                    -         (2 500)            (2 500)
Foreign exchange gains                   (11 843)          (2 612)                 -
Profit on sale of interest in associate  (25 493)         (204 783)                 -
Non-distributable income from associate
  and joint ventures                      558 085       (518 962)              6 422
Fair value adjustment on interest rate
  derivatives                           (246 458)         (49 069)              1 312
Income tax expense                      (105 857)          304 654            127 329
Minority interest                        (17 383)         (20 219)              2 409
Antecedent dividend                       14 870           95 614              29 202
Dividends accrued                         56 420           40 555              47 444
Amount available for distribution under
  best practice                          896 002        1 407 730             635 209
Dividend declared – interim             (896 002)        (635 209)           (635 209)
Dividend declared – final                                (772 521)
                                                 -               -                  -

The methodology applied in calculating the dividend is consistent with that of
the prior periods.

4 PAYMENT OF INTERIM DIVIDEND
The board has approved and notice is hereby given of an interim dividend of
232,46 cents per share for the six months ended 31 December 2015.

The dividend is payable to Resilient shareholders in accordance with the
timetable set out below:

Last date to trade cum dividend                     Friday,   26 February 2016
Shares trade ex dividend                            Monday,   29 February 2016
Record date                                         Friday,   4 March 2016
Payment date                                        Monday,   7 March 2016

Share certificates may not be dematerialised or rematerialised between Monday,
29 February 2016 and Friday, 4 March 2016, both days inclusive.

In respect of dematerialised shareholders, the dividend will be transferred to
the CSDP accounts/broker accounts on Monday, 7 March 2016. Certificated
shareholders’ dividend payments will be posted on or about Monday, 7 March 2016.

An announcement informing shareholders of the tax treatment of the dividend will
be released separately on SENS.

Directors JJ Njeke (Chairman); Des de Beer*; Thembi Chagonda; Andries de Lange*;
Marthin Greyling; Nick Hanekom*; Bryan Hopkins; Johann Kriek*; Protas Phili;
Umsha Reddy; Barry Stuhler^; Barry van Wyk (*executive director; ^non-
independent)

Changes to the board of directors Spiro Noussis resigned from the board on 11
December 2015 and Protas Phili and Barry Stuhler were appointed on the same day.

Company secretary Monica Muller

Registered address 4th Floor, Rivonia Village, Rivonia Boulevard, Rivonia, 2191

Transfer secretaries Link Market Services South Africa Proprietary Limited, 13th
Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001

Sponsor Java Capital

Date: 03/02/2016 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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