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TOWER PROPERTY FUND LIMITED - Unaudited condensed consolidated interim results for the six months ended 30 November 2015

Release Date: 04/02/2016 08:00
Code(s): TWR     PDF:  
Wrap Text
Unaudited condensed consolidated interim results for the six months ended 30 November 2015

Tower Property Fund Limited 
Incorporated in the
Republic of South Africa
Registration number
2012/066457/06
JSE share code: TWR
ISIN: ZAE000179040
(Approved as a REIT by the JSE)
("Tower" or the "Fund")

UNAUDITED CONDENSED CONSOLIDATED INTERIM RESULTS
for the six months ended 30 November 2015

- Distributable earnings 
  up 72% to R109 million

- Interim distribution
  increased by 7.6%
  to 45.2 cents per share

- Operating profit up 38%
  to R133 million

- Portfolio expanded to
  48 properties

- Portfolio value
  now R4 billion

- First offshore property
  purchased in Zagreb, Croatia

- Acquisition of R1.1 billion
  Croatian retail property
  portfolio post period end*

- Continued greening
  of key properties

* Subject to conditions and shareholder approval

Profile

Tower owns a diversified portfolio of 48 commercial,
industrial and retail properties valued at
R4 billion, located in South Africa and Croatia.
Regionally, in South Africa, Gauteng has the
greatest concentration of assets by value at 44%,
with the Western Cape accounting for 35% and
KwaZulu-Natal 13%. Croatia accounts for 8% of the
Fund’s property value. The fund aims to add value
through active property asset management and
has taken a leading role in the market in greening
its existing portfolio.

The investment strategy of the Fund is to expand
the portfolio by targeting well located properties
with strong cash flows and to ensure a diversified
sectoral and geographic spread of properties. The
fund currently has a sectoral spread of 35% retail,
55% office and 10% industrial, and aims to increase
its retail sector exposure to 50% in the short-term.

Financial performance
Tower continued its steady performance in the six months ended 30 November 2015 ("the
period") in a difficult trading environment, particularly in South Africa. Revenue increased
by 55% to R183 million and operating profit by 38% to R133 million when compared to
the 30 November 2014 results. Distributable earnings for the period totalled R109
million and the directors are pleased to declare a distribution of 45.2 cents per share, an
increase of 7.6% over the previous interim distribution. The number of shares in issue has
increased by 60%.

The fund benefited from the weakness of the Rand relative to the Euro following the
acquisition of its Croatian property, with the value of the acquisition (VMD KVART office
block) increasing by R41 million at 30 November 2015 (R110 million at 11 January 2016)
owing to currency appreciation.

Operating performance
During the period the following properties were acquired for R728 million:

- Evagold Shopping Centre (R110 million), a lower LSM community shopping centre
  in Evaton, Johannesburg;
- 15 Wellington Road, Parktown (R80.5 million), a mixed use retail and office property
  in Gauteng;
- Link Hills Shopping Centre (R217 million), Waterfall, KwaZulu-Natal, a community
  shopping centre serving the upper LSM neighbourhood; and
- VMD Kvart (Euro 23.7 million), Block B in Zagreb, Croatia, a premium grade office
  property hosting international and national tenants, representing the fund’s first
  offshore purchase.

Portfolio vacancies have reduced to 5% at the end of the period.

Three selected properties are in the process of being sold as the company focuses on
larger, better located properties for its future growth.

The residential development project at 32 Napier Street, part of the Cape Quarter precinct,
is progressing well and construction is expected to start in the first half of 2016. Further
residential opportunities are being evaluated in the area and are gaining strong momentum.

Croatia

In August 2015, the Fund acquired its first offshore property, the VMD KVART office block,
in Zagreb, Croatia. The property is held in the Fund's subsidiary, Tower Europe d.o.o., in
which the Fund has an 80% shareholding. Management has been investigating offshore
investment opportunities for some time and through strong in-country relationships in
Croatia, the Fund acquired what the directors believe to be a high-quality office property.
Croatia is a European Union member state and has started to emerge from the recessionary
years following the 2008 global financial crisis. Property values and rentals reduced
dramatically during the recession and therefore present an excellent buying opportunity
for the company. Croatia finds itself at opposite ends of the property cycle to South Africa
and therefore Tower’s acquisitions in this country diversify shareholder risk to South African
macro-economic issues. Of particular significance is the acquisition of 80% of Tower Europe
d.o.o., with the remaining 20% being held by the sellers and developers, VMD Grupa d.o.o.
This provides Tower with a strong local equity and management partner. Tower's investment
comprises 15 floors of the 26 storey property, which was completed in February 2015. The
property is rated A from a Croatian "green" perspective and was acquired on an 8.5% yield.
Current levels of cash and cash equivalents held by Tower Europe d.o.o. are not subject to
any restrictions for use by the Fund. Tower intends increasing its exposure to the region by
following through on the high-quality pipeline of mainly retail opportunities in the country.

Portfolio greening

The Fund is rolling out lighting retrofits to key properties as well as solar installations
to properties which show the best business cases for the technology. De Ville Shopping
Centre has had 319 kW of solar photo voltaic panels installed on the roof, accounting for 8%
of the property's electricity requirements. Other properties undergoing greening retrofits
include 382 Jan Smuts Avenue, 73 Hertzog Boulevard, 308 Kent Avenue and 6-8 Sturdee
Avenue. The green initiatives are expected to save the Fund over R3.2 million per annum by
reducing 3 840 056 kWh in energy costs and should result in a reduction in carbon emissions
of over 3 801 605 kg. Greening will continue to be the bedrock of the Fund’s investment
case as it is now clearly demonstrated to make both financial and ethical sense. Tower will
look to install new technologies on its properties to remain at the forefront of this field as
the world moves from a fossil fuel led global economy to a green one.

Borrowings

Tower has loan facilities totalling R1.6 billion at 30 November 2015. Interest rates are
hedged on 60% of the Fund’s South African loan facility and due to a pipeline of acquisitions
it is management’s intention to have the South African debt 100% fixed by year-end. The
weighted average rate of interest is 7.42% for the portfolio. Based on investment properties
valued at R4 billion, the loan to value (LTV) ratio of the fund was 39% at the end of the period.

Prospects

Management continues to focus on the acquisition of strategic properties to ensure the
sustainability of the Fund and to enhance returns to investors.

As detailed above, the Fund continues to seek value-enhancing refurbishment opportunities
in its key portfolio and currently has a pipeline of refurbishment works of over R200 million.

Properties valued at approximately R700 million in South Africa are expected to be acquired
in the first half of 2016. A sale and lease back acquisition of four retail shopping centres to
the value of €66.4 million (R1.1 billion), from the largest retailer in the Adria region, Agrokor,
was signed on 27 January 2016. The acquisition of these properties is subject to conditions
precedent and shareholder approval.

The directors are concerned with the current state of the South African economy which had
a material impact on markets towards the end of 2015. Tenants will feel pressure as the
economy continues to weaken and this will lead to increases in vacancies and bad debts.
Management will continue to manage these metrics aggressively looking for innovative
ways (most notably through greening) to ensure affordable occupancy for our clients, the
tenants of our properties.

The Fund’s Croatian strategy serves as a hedge against local uncertainty as this Eastern
European country is currently in a growth phase following years of recession. Tower’s
reputation in Croatia is gaining strength based on our partnership relationships and the
directors expect growth from the region in the medium-term.

Sectoral profile by revenue

Retail        35%
Office        55%
Industrial    10%

Geographical profile by revenue

Gauteng       44%
KZN           13%
Western Cape  35%
Croatia        8%

Consolidated statement of profit and loss and comprehensive income
                                                                                                 Unaudited       Unaudited       Audited
                                                                                                six months      six months     12 months
                                                                                                     ended           ended         ended
                                                                                               30 November     30 November        31 May
                                                                                                      2015            2014          2015
                                                                                                     R’000           R’000         R’000
Revenue
Contractual rental income                                                                          168 411         110 097       230 929
Straight-line rental income accrual                                                                 14 484           7 799        16 792
                                                                                                   182 895         117 896       247 721
Net property operating expenses                                                                   (19 220)        (14 167)      (34 928)
Net property income                                                                                163 675         103 729       212 793
Administration expenses                                                                           (12 503)         (7 236)      (14 952)
Other income                                                                                             -               -         2 914
Foreign exchange loss                                                                             (18 324)               -             -
Net operating profit                                                                               132 848          96 493       200 755
Fair value adjustments on investment properties                                                     59 242          40 609       101 740
Fair value adjustments on interest rate derivatives                                                (6 558)         (4 032)           762
Profit from operations                                                                             185 532         133 070       303 257
Finance income                                                                                       1 182             771         2 093
Finance costs                                                                                     (51 330)        (34 823)      (78 776)
Indirect capital raising expenses                                                                    (489)            (80)         (206)
Profit before taxation                                                                             134 895          98 938       226 368
Taxation                                                                                             (177)               -             -
Profit for the period                                                                              134 718          98 938       226 368
Other comprehensive income - items that may be
reclassified subsequently to profit and loss
Foreign currency translation reserve                                                                16 332               -             -
Total comprehensive profit for the period                                                          151 050          98 938       226 368
Profit for the period attributable to:
Equity shareholders of Tower Property Fund Limited                                                 129 660          98 938       226 368
Non-controlling interests                                                                            5 058               -             -
                                                                                                   134 718          98 938       226 368
Total comprehensive income attributable to:
Equity shareholders of Tower Property Fund Limited                                                 145 962          98 938       226 368
Non-controlling interests                                                                            5 088               -             -
                                                                                                   151 050          98 938       226 368
Basic and diluted earnings per share - weighted average
shares in issue (cents)                                                                               55.9            69.0         149.9

Consolidated statement of financial position
                                                                                                 Unaudited       Unaudited       Audited
                                                                                                     as at           as at         as at
                                                                                               30 November     30 November        31 May
                                                                                                      2015            2014          2015
                                                                                                     R’000           R’000         R’000
Assets
Non-current assets
Investment properties                                                                            3 860 989       2 191 880     3 107 097
Straight-line rental accrual                                                                        46 400          24 901        33 893
                                                                                                 3 907 389       2 216 781     3 140 990
Current assets
Trade and other receivables                                                                         73 777          46 056        68 852
Cash and cash equivalents                                                                           39 080          57 368        15 458
                                                                                                   112 857         103 424        84 310
Investment property held for sale                                                                  119 332               -        14 485
Total assets                                                                                     4 139 578       2 320 205     3 239 785

Equity and liabilities
Equity
Stated capital                                                                                   2 238 469       1 368 649     1 519 601
Treasury capital                                                                                   (1 962)           (744)       (1 212)
Foreign currency translation reserve                                                                16 302               -             -
Retained income                                                                                    168 619          88 570       146 650
Shareholders' interest                                                                           2 421 428       1 456 475     1 665 039
Non-controlling interest                                                                            14 052               -             -
Total equity                                                                                     2 435 480       1 456 475     1 665 039

Liabilities
Non-current liabilities
Other financial liabilities                                                                      1 180 733         811 314       857 341
                                                                                                 1 180 733         811 314       857 341
Current liabilities
Other financial liabilities                                                                        466 091               -       289 471
Trade and other payables                                                                            57 274          52 416        52 184
Amounts owing for the acquisition of investment property                                                 -               -       375 750
                                                                                                   523 365          52 416       717 405
Total equity and liabilities                                                                     4 139 578       2 320 205     3 239 785

Consolidated statement of cash flows
                                                                                                 Unaudited       Unaudited       Audited
                                                                                                six months      six months     12 months
                                                                                                     ended           ended         ended
                                                                                               30 November     30 November        31 May
                                                                                                      2015            2014          2015
                                                                                                     R’000           R’000         R’000

Cash generated from operations                                                                     102 352          73 646       132 423
Finance income                                                                                       1 182             771         2 093
Finance costs                                                                                     (53 189)        (34 823)      (77 130)
Net cash from operating activities                                                                  50 345          39 594        57 386

Investment property acquired                                                                     (628 063)        (11 050)     (349 741)
Proceeds on sale of investment property                                                                  -          11 310        11 310
Net cash from investing activities                                                               (628 063)             260     (338 431)

Proceeds from the issue of shares                                                                  500 000               -             -
Direct capital raising expenses                                                                    (7 513)               -          (13)
Loans raised                                                                                       678 910          37 168       859 302
Loans repaid                                                                                     (459 550)               -     (474 585)
Acquisition of treasury capital                                                                      (750)           (744)       (1 212)
Acquisition of interest rate derivatives                                                           (2 066)               -       (9 133)
Dividends paid                                                                                   (107 691)        (57 081)     (116 027)
Net cash from financing activities                                                                 601 340        (20 657)       258 332

Net movement in cash and cash equivalents                                                           23 622          19 197      (22 713)
Cash and cash equivalents at beginning of period                                                    15 458          38 171        38 171
Cash and cash equivalents at end of period                                                          39 080          57 368        15 458

Consolidated statement of changes in equity
                                                                                 Foreign
                                                                                currency
                                                                             translation                 Share-        Non-
                                                           Stated  Treasury      reserve   Retained    holders’ controlling
                                                          capital   capital       (FTCR)     income    interest    interest        Total
                                                            R’000     R’000        R’000      R’000       R’000       R’000        R’000

Balance at 1 June 2014                                  1 251 034         -            -     46 713   1 297 747           -    1 297 747
Shares issued during the period                           113 553         -            -          -     113 553           -      113 553
Antecedent dividends                                        4 062         -            -          -       4 062           -        4 062
Acquisition of treasury shares                                  -     (744)            -          -       (744)           -        (744)
Profit for the year                                             -         -            -     98 938      98 938           -       98 938
Dividends paid and declared                                     -         -            -   (57 081)    (57 081)           -     (57 081)
Balance at 30 November 2014                             1 368 649     (744)            -     88 570   1 456 475           -    1 456 475
Shares issued during the period                           144 622         -            -          -     144 622           -      144 622
Share issue expenses                                         (13)         -            -          -        (13)           -         (13)
Antecedent dividends                                        6 343         -            -          -       6 343           -        6 343
Acquisition of treasury shares                                  -     (468)            -          -       (468)           -        (468)
Profit for the year                                             -         -            -    127 430     127 430           -      127 430
Dividends paid and declared                                     -         -            -   (69 350)    (69 350)           -     (69 350)
Balance at 31 May 2015                                  1 519 601   (1 212)            -    146 650   1 665 039           -    1 665 039
Issue of 52 631 579 shares effective 1 June 2015          500 000         -            -          -     500 000           -      500 000
Issue of 4 945 054 shares effective 31 July 2015           45 000         -            -          -      45 000           -       45 000
Issue of 4 090 447 shares effective 7 August 2015          40 250         -            -          -      40 250           -       40 250
Issue of 13 422 680 shares effective 14 August 2015       130 200         -            -          -     130 200           -      130 200
Share issue expenses                                      (7 513)         -            -          -     (7 513)           -      (7 513)
Antecedent dividends                                       10 931         -            -          -      10 931           -       10 931
Acquisition of treasury shares                                  -     (750)            -          -       (750)           -        (750)
Acquisition of foreign subsidiary                               -         -            -          -           -       8 964        8 964
Profit for the year                                             -         -            -    129 660     129 660       5 058      134 718
Foreign currency translation differences                        -         -       16 302          -      16 302          30       16 332
Dividends paid and declared                                     -         -            -  (107 691)   (107 691)           -    (107 691)
Balance at 30 November 2015                             2 238 469   (1 962)       16 302    168 619   2 421 428      14 052    2 435 480

Calculation of headline earnings and distributable earnings reconciliation
                                                                                              Unaudited        Unaudited         Audited
                                                                                             six months       six months       12 months
                                                                                                  ended            ended           ended
                                                                                            30 November      30 November          31 May
                                                                                                   2015             2014            2015
                                                                                                  R’000            R’000           R’000

Profit attributable to ordinary equity holders                                                  129 660           98 938         226 368
Adjusted for:
Change in fair value of investment properties net of non-controlling interests                 (54 484)         (37 695)       (101 740)
Headline earnings                                                                                75 176           61 243         124 628
Adjusted for:
Straight-line rental income accrual                                                            (14 484)          (7 799)        (16 792)
Antecedent dividends                                                                             15 396            4 062          10 405
Change in fair value of interest rate derivatives                                                 6 558            4 032           (762)
Distributable profit                                                                             82 646           61 538         117 479
Adjusted for:
Indirect capital raising expenses                                                                   489               80             206
Foreign exchange loss                                                                            18 324                -               -
Contracted adjustment                                                                             5 095                -          10 640
Development income lost                                                                           1 138                -               -
Debt cancellation fees                                                                                -                -           4 183
Amortisation of debt raising fees                                                                   818            1 389           4 554
Distributable earnings                                                                          108 510           63 007         137 062
Distributable income                                                                            108 510           63 007         137 062
Taxable dividend (declared on 4 February 2016)                                                  108 510                -               -
Taxable dividend (declared on 26 August 2015)                                                         -                -          74 055
Taxable dividend (declared on 4 February 2015)                                                        -           63 007          63 007
Weighted average number of shares in issue                                                  231 896 563      143 296 617     150 970 113
Number of shares in issue at period end (including treasury shares)                         240 351 709      150 156 217     165 261 949
Number of shares in issue at period end (excluding treasury shares)                         240 132 451      150 048 279     165 117 691
Distribution per share (cents)                                                                     45.2             42.0            86.8
Six months ended 31 May                                                                               -                -            44.8
Six months ended 30 November                                                                       45.2             42.0            42.0
Headline and diluted headline earnings per share - weighted average shares in
issue (cents)                                                                                      32.4             42.7            82.6
Distributable earnings per share - weighted average shares in issue (cents)                        46.8             44.0            90.8
Net asset value per share - shares in issue at period end (cents)                                 1 007              971           1 008

Segmental analysis
For the six months ended 30 November 2015 (R'000)                                 Retail         Office       Industrial           Total
Property assets                                                                1 328 696      2 171 651          407 042       3 907 389
Segment liabilities                                                              531 903      1 044 320           70 601       1 646 824
Revenue (excluding straight-line lease adjustments)                               53 713         96 512           18 186         168 411
Net operating costs                                                              (8 404)       (11 154)              338        (19 220)
Segment profit                                                                    45 309         85 358           18 524         149 191
Straight-line lease adjustment                                                                                                    14 484
Non-property related expenses                                                                                                   (12 503)
Foreign exchange loss                                                                                                           (18 324)
Net operating profit                                                                                                             132 848

For the year ended 31 May 2015 (R'000)                                            Retail         Office       Industrial           Total
Property assets                                                                  953 115      2 161 045           26 830       3 140 990
Segment liabilities                                                              445 371        689 540           11 901       1 146 812
Revenue (excluding straight-line lease adjustments)                               82 742        145 772            2 415         230 929
Net operating costs                                                             (12 979)       (21 462)            (487)        (34 928)
Segment profit                                                                    69 763        124 310            1 928         196 001
Straight-line lease adjustment                                                                                                    16 792
Non-property related expenses                                                                                                   (14 952)
Other income                                                                                                                       2 914
Net operating profit                                                                                                             200 755

For the six months ended 30 November 2014 (R'000)                                 Retail         Office       Industrial           Total
Property assets                                                                  759 626      1 432 195           24 960       2 216 781
Segment liabilities                                                              292 259        507 265           11 790         811 314
Revenue (excluding straight-line lease adjustments)                               36 337         72 554            1 206         110 097
Net operating costs                                                              (5 257)        (8 769)            (141)        (14 167)
Segment profit                                                                    31 080         63 785            1 065          95 930
Straight-line lease adjustment                                                                                                     7 799
Non-property related expenses                                                                                                    (7 236)
Net operating profit                                                                                                              96 493

                                                                                              Unaudited        Unaudited         Audited
                                                                                             six months       six months       12 months
                                                                                                  ended            ended           ended
                                                                                            30 November      30 November          31 May
                                                                                                   2015             2014            2015
Note:
Related party transactions included:
Asset management fees paid to Tower Asset Managers Proprietary Limited (R’000)                    9 308            5 207          11 449
Property management fees paid to Spire Property Management Proprietary Limited (R’000)           10 215            4 597          14 643
Relationship: Key management personnel services entities

The contracted adjustment relates to the net operating income earned between the effective date and the transfer date of properties which
transferred during the period.

The foreign exchange loss of R18.3 million relates to the foreign denominated loan that was granted by Standard bank to the Fund for the
acquisition of VMD KVART.

Basis of preparation
The unaudited condensed consolidated interim financial results ("the financial statements")
for the six months ended 30 November 2015 have been prepared in accordance with, and
as a minimum, contain the information required by IAS 34: Interim Financial Reporting, the
SAICA Financial Reporting Guides as issued by the Accounting Practices Committee, the JSE
Listings Requirements and in the manner required by the Companies Act of South Africa (as
amended). The accounting policies and methods of computation applied in the preparation of
the financial statements are in accordance with IFRS and are consistent with those applied in
the audited annual financial statements for the year ended 31 May 2015, except for the new
and amended standards and interpretations of IFRS adopted as set out below.

In the current year, the Fund has adopted all new and revised IFRS that are relevant to its
operations and effective for the reporting period beginning on 1 June 2015.

At the reporting date the following amendments were adopted, which are relevant to the
Fund's operations, but had no material effect:

- Amendments to IFRS 3 - Contingent consideration and accounting for the formation of
  joint arrangements;

- Amendment to IFRS 8 - Operating segments;

- Amendment to IAS 37 and IAS 39 - Contingent consideration of an acquirer in a business
  combination;

- Amendment to IAS 40 - Determining whether the acquisition of a property is the
  acquisition of an investment property or a business combination.

These financial statements were prepared under the supervision of Mrs J Mabin CA(SA) in
her capacity as Chief Financial Officer. These financial statements have not been reviewed or
reported on by the Fund's auditors.

The directors are not aware of any matters or circumstances arising subsequent to
30 November 2015 that require any additional disclosure or adjustment to the financial
statements, other than as disclosed in this announcement.

Fair value of financial instruments recognised in the statement of financial position
The Fund measures fair values using the fair value 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 (i.e. as prices) or
  indirectly (i.e. 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.

The valuation of interest rate swaps uses observable market data and requires management
judgement and estimation. The availability of observable market data and model inputs
reduces the need for management's judgement and estimation and also reduces uncertainty
associated with the determination of fair values. The fair value of the interest rate swap is
determined by the bank using a valuation technique that maximises the use of observable
market inputs. Interest rate swaps are valued by discounting future cash flows using the
interest rate yield curve. Interest rate swaps are classified as level 2 financial instruments. The
interest rate has been fixed on R130 million of borrowings at 7.20%, expiring on 6 April 2017.

The interest rate caps have been fair valued externally by the bank using a valuation
technique that maximises the use of observable market inputs. Interest rate caps are valued
by discounting future cash flows using the interest rate yield curve. Interest rate caps entered
into by the Group are included in level 2 of the fair value hierarchy.

The Fund has purchased two Standard Bank interest rate caps:

1) R200 million, maturing 22 May 2017 with a rate of 8.63% for a premium of R2 109 216; and

2) R350 million, maturing 22 May 2018 with a rate of 9.01% for a premium of R7 556 629.

Dividend distribution
Notice is hereby given that dividend number 5 of 45.1875 cents per share has been declared
in respect of the six months ended 30 November 2015. In accordance with Tower’s status as
a REIT, shareholders are advised that the distribution meets the requirements of a "qualifying
distribution" for the purposes of section 25BB of the Income Tax Act No. 58 of 1962 ("Income
Tax Act").

Accordingly the dividend received by South African tax residents must be included in their gross
income and will not be exempt in terms of the ordinary dividend exemption in section 10(1)(k)(i)
of the Income Tax Act as a result of paragraph (aa) of the proviso thereto which provides that
dividends distributed by a REIT are not exempt from income tax.

The dividend is however, exempt from dividend withholding tax in the hands of South African
tax resident shareholders, provided that the South African resident shareholders provide the
following forms to their Central Securities Depository Participant ("CSDP") or broker, as the case
may be in respect of uncertificated shares or the company, in respect of certificated shares:

a) a declaration that the dividends are exempt from dividend tax; and
b) a written undertaking to inform the CSDP or broker, as the case may be, should the
   circumstances affecting the reduced rate change or the beneficial owner cease to be the
   beneficial owner;

both in the form prescribed by the Commissioner for the South African Revenue Service.
Shareholders are advised to contact their CSDP or broker, as the case may be, to arrange for the
abovementioned documents to be submitted prior to the payment of the distribution if such
documents have not already been submitted.

Dividends received by non-resident shareholders will be exempt from income tax in terms of
section 10(1)(k)(i) of the Act, but will be subject to dividend withholding tax. Dividend withholding
tax is levied at a rate of 15%, unless the rate is reduced in terms of any applicable agreement for
the avoidance of double taxation ("DTA") between South Africa and the country of residence of
the shareholder.

Should dividend withholding tax be withheld at a rate of 15%, the net dividend amount due to
non-resident shareholders is 38.40938 cents per share. A reduced dividend withholding rate in
terms of the applicable DTA may only be relied on if the non-resident shareholder has provided
the following forms to their CSDP or broker, as the case may be in respect of uncertificated
shares or the Company, in respect of certificated shares:

a) a declaration that the dividend is subject to a reduced rate as a result of the application of a
   DTA; and

b) a written undertaking to inform the CSDP or broker, as the case may be, should the
   circumstances affecting the reduced rate change or the beneficial owner cease to be the
   beneficial owner, both in the form prescribed by the Commissioner for the South African
   Revenue Service. Non-resident shareholders are advised to contact their CSDP or broker, as
   the case may be, to arrange for the abovementioned documents to be submitted prior to
   the payment of the distribution if such documents have not already been submitted.

The dividend distribution is payable to Tower shareholders
in accordance with the timetable set out below:
                                                             2016
Last day to trade cum dividend distribution   Friday, 19 February
Shares trade ex dividend distribution         Monday, 22 February
Record date                                   Friday, 26 February
Payment date                                  Monday, 29 February

Share certificates may not be dematerialised or rematerialised
between Monday, 22 February and Friday, 26 February 2016,
both days inclusive.

Shares in issue at date of declaration: 240 351 709
Tower’s income tax reference number: 9607/564/16/9

By order of the Board
Tower Property Fund Limited
4 February 2016

Registered address
2nd Floor, Spire House, Tannery Park, 23 Belmont Road,
Rondebosch, 7700 (PO Box 155, Rondebosch, 7701)

Contact details
+27 (0)21 685 4020/info@towerpropertyfund.co.za

Company secretary
Ovland Management Services Proprietary Limited

Auditors
Mazars Inc

Sponsor
Java Capital

Transfer secretaries   
Link Market Services South Africa Proprietary Limited

Directors 
A Dalling* (Chairman), M Edwards (Chief Executive Officer),
J Bester*, K Craddock, M Evans*, J Mabin (Chief Financial Officer),
B Kerswill, A Magwentshu*, N Milne*, R Naidoo*
(*non-executive)

www.towerpropertyfund.co.za

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