Wrap Text
Condensed Unaudited Results for the six months
ended 31 December 2015
GROWTHPOINT PROPERTIES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
A Real Estate Investment Trust, listed on the JSE
Share code: GRT ISIN: ZAE000179420
Condensed
Unaudited Results
for the six months
ended 31 December 2015
Highlights
89,5 cents 6.0% growth
dividend per share
R2,4 billion 24.3% distributable
income growth
gearing levels remain
32.4% LTV conservative, decreased
from 33.2% FY15
RSA vacancies down from
4.9% vacancies 5.7% FY15 – strong focus
on tenant retention
R110,0 billion property assets
28.7% growth in gross
revenue
COMMENTARY
INTRODUCTION
Growthpoint is the largest South African primary listed REIT with a
quality portfolio of 473 directly owned properties in South Africa valued
at R73,7 billion, as well as three equity-accounted investments, with our
share of properties valued at R7,3 billion of which the V&A Waterfront
is by far the largest. In addition, Growthpoint has a 65% interest in
Growthpoint Properties Australia (GOZ), which owns 57 properties in
Australia valued at R29,4 billion as well as a listed investment with a
value of R452 million that relates to a 22.9% investment in the Stenham
European Shopping Centre Fund (SESCF), a company listed on the Channel
Island Stock Exchange as a closed fund which was acquired as part of the
Acucap and Sycom business combination.
The company's objective is to grow and nurture a diversified portfolio
of quality investment properties, providing accommodation to a wide
spectrum of users and delivering sustainable income distributions and
capital appreciation, optimised by effective financial structures. Effectively,
net property income received by the property portfolios of South Africa
(RSA) and GOZ, including interest received, the distributable income
received from the equity-accounted and listed investments, less operating
costs, interest on debt and normal taxation, is distributed to shareholders
bi-annually. Growthpoint's distributions are based on sustainable income
generated from rentals. The company does not distribute capital profits.
Growthpoint is included in the JSE ALSI Top 40 Companies Index, with
a market capitalisation of R63,5 billion at 31 December 2015 (HY16). Over
this period, on average, more than 155,4 million shares traded per month
(HY15: 94,9 million). The monthly average value traded was R3,9 billion
(HY15: R2,4 billion). This makes Growthpoint the most liquid and tradable
way to own commercial property in South Africa.
Excluding the equity-accounted investments, the South African portfolio
represents 71.5% of the property portfolio by value and 83.4% by gross
lettable area (GLA), and is well diversified in the three major sectors of
commercial property, being retail, office and industrial. The bulk of the
value of the South African properties is situated in strong economic nodes
within the major metropolitan areas.
For the period under review net asset value of the group increased by
6.1% to 2 508 (FY15: 2 364) cents per share.
GROWTH IN DISTRIBUTIONS
Growthpoint delivered growth in distributions per share for HY16 of
6.0% and has declared an interim dividend of 89,5 cents per share for
the six months ended 31 December 2015. This growth is in line with
the guidance given to the market in the FY15 results of between 5.0%
and 6.0%.
In Rand terms distributions increased by R477 million or 24.3% and was
driven by the inclusion of 100% of the former Acucap Properties Limited
(Acucap) and 99% of Sycom Property Fund (Sycom) for the full period
under review, whilst the comparative period included the distributions
of Acucap and Sycom as listed investments held at 34.6% and 15.6%
respectively. The distribution growth was well supported by a strong
performance from the V&A Waterfront.
The increase in distributions was further enhanced by the investment
in GOZ, where a hedging strategy led to distributions from GOZ being
received at an average rate of R10.28:AUD1 compared to R9.92:AUD1 for
FY15.
BASIS OF PREPARATION
The condensed consolidated interim financial statements are prepared
in accordance with International Financial Reporting Standard, IAS 34
Interim Financial Reporting, the SAICA Financial Reporting Guides as issued
by the Accounting Practices Committee and Financial Pronouncements as
issued by Financial Reporting Standards Council and the requirements
of the Companies Act of South Africa. The accounting policies applied
in the preparation of these interim financial statements are in terms of
International Financial Reporting Standards and are consistent with those
applied in the previous annual financial statements.
Mr G Völkel (CA(SA)), Growthpoint's Financial Director, was responsible
for supervising the preparation of these condensed consolidated interim
financial statements. These condensed consolidated interim financial
statements have not been reviewed or audited by Growthpoint's
independent external auditors.
GROWTHPOINT PROPERTIES AUSTRALIA (GOZ)
The investment in GOZ has been accounted for in terms of IAS 21, The
Effects of Changes in Foreign Exchange Rates. The statement of financial
position includes 100% of the assets and liabilities of GOZ, converted at
the closing exchange rate at HY16 of R11.43:AUD1 (FY15: R9.40:AUD1).
The statement of profit or loss and other comprehensive income also
includes 100% of the revenue and expenses of GOZ, which were translated
at an average exchange rate of R9.84:AUD1 (HY15: R9.78:AUD1) for HY16.
The resulting foreign currency translation difference is recognised in other
comprehensive income. A non-controlling interest was raised for the 35%
(FY15: 35%) not owned by Growthpoint.
A deferred tax liability of R2,1 billion (FY15: R1,3 billion) is included in the
statement of financial position. This relates to capital gains tax payable
in Australia if Growthpoint were to sell its investment in GOZ. Included
in normal tax in the statement of profit or loss and other comprehensive
income, is R33 million (HY15: R15 million) that relates to withholding tax
paid on the distributions received from GOZ.
V&A WATERFRONT AND OTHER EQUITY-ACCOUNTED INVESTMENTS
The investments in the V&A Waterfront and the other joint ventures have
been accounted for in terms of IFRS 11, Joint Arrangements. The equity-
accounting method was used, whereby the Group's share of the profit
or loss and other comprehensive income of these investments were
accounted for.
Retail operations at the V&A Waterfront performed well where 13%
growth in sales was recorded with a contributing factor being the weaker
Rand which afforded tourists the opportunity to spend more. Included in
the HY16 finance income, is R217 million income from the V&A Waterfront,
compared to distributable income for HY15 of R172 million.
NET PROPERTY INCOME
Gross revenue increased by 28.7% for HY16 compared to HY15. The South
African operations increased revenues by 37.5% compared to HY15, as
a result of the acquisition of Acucap and Sycom. The GOZ operations
increased revenues by 2.6%.
The ratio of property expenses to revenue for the Group increased
marginally to 21.3% at HY16 from 20.8% at HY15. For RSA the
ratio declined to 23.5% from 23.8% at HY15.
FAIR VALUE ADJUSTMENTS
The revaluation of properties in South Africa and GOZ resulted in an
upward revision of R1,7 billion (1.8%) to R103,0 billion for investment
property (including investment properties classified as held for sale). This
was mainly due to an increase in future contractual rental. Interest-bearing
borrowings and derivatives were fair valued using the swap curve at HY16,
resulting in an increase of R461 million in the overall liability. In addition, a
loss of R113 million and R136 million were realised on the settlement of an
interest rate swap by GOZ and the South African operations respectively.
These fair value adjustments, together with the other non-distributable
items such as capital items, non-cash charges, deferred taxation and the
net effect of the non-controlling interest's portion of the non-distributable
items were transferred to the non-distributable reserve.
FINANCE COSTS
Finance costs increased by 19.8% to R1 217 million (HY15: R1 016 million)
as a result of the acquisition of Acucap and Sycom. These outflows were
somewhat negated by the proceeds from the Distribution Re-Investment
Plans (DRIP's) offered by Growthpoint. The weighted average interest
rate for RSA borrowings was 9.0% (HY15: 9.4%). The weighted average
maturity of debt reduced to 2.7 years (FY15: 2.9 years). Finance costs for
GOZ decreased by 11.3% from R239 million in HY15 to R212 million in
HY16. The interest cover ratio, whereby the income from the equity-
accounted investments and listed investments are included in the
operating profit, increased to 3.4 times at HY16 (HY15: 3.3 times).
FINANCE INCOME
Finance income decreased by 22.5% to R327 million (HY15:
R422 million). The decrease resulted mainly from distributions received
from the listed investment in Acucap and Sycom previously being
accounted for in finance income whereas the results of Acucap and Sycom
now being consolidated as a result of the business combination (HY15:
R170 million).
ACQUISITIONS AND COMMITMENTS
Growthpoint acquired three industrial properties for R384 million
and three office properties for R192 million during the period.
Development and capital expenditure for RSA amounting to R1,2 billion
(HY15: R805 million) relates to various projects undertaken during the
period, of which the Discovery Head Office accounted for R202 million.
GOZ acquired two industrial properties for R415 million (AUD43,9 million)
and two office properties for R838 million (AUD77,6 million) and incurred
development expenditure amounting to R286 million (AUD28,3 million)
in respect of an office property development situated at 211 Wellington
Road, Mulgrave, Victoria. Other development and capital expenditure for
GOZ amounting to R49 million (AUD5,1 million) relates to various projects
undertaken during the period. GOZ has further outstanding commitments of
R742 million (AUD:64,9 million) which includes a commitment to fund the
development of 211 Wellington Road for an amount of R501,9 million
(AUD43,9 million).
Growthpoint RSA has commitments outstanding in respect of
developments amounting to R1,8 billion (HY15: R2,0 billion) of which
the Discovery Head Office (55% share) of R996 million is the largest
and also includes Vaal Mall at R172 million and Greenacres phase 2 at
R154 million. Further commitments in respect of property acquisitions
amount to R231 million (HY15: R455 million). The commitments include
the acquisition of the remaining 50% in Pinmill Farm that Growthpoint
does not already own.
Development and capital expenditure at the V&A Waterfront amounted
to R266 million (HY15: R173 million) for the period. Growthpoint's share
of the V&A Waterfront's commitments outstanding at HY16 amounted
to R706 million (HY15: R459 million), which relates to The Canal District,
Silo number 6 (Raddison Red Hotel). Silo number 3 (Residential for
sale) and other commitments below R100 million amounting to R189 million.
DISPOSALS AND HELD FOR SALE ASSETS
Growthpoint RSA disposed of six properties in the current period
(HY15: six) for R626 million (HY15: R107 million) with a collective
R27 million (HY15: R18 million) profit on cost achieved.
At HY16, eight RSA properties (HY15: seven) valued at R394 million
(HY15: R465 million) were classified as held for sale assets.
ARREARS
Total RSA arrears at HY16 amounted to R68,2 million (HY15: R48,4 million)
with a provision for bad debts of R26,5 million (HY15: R24,3 million). Total
RSA bad debt expenses amounted to R7,2 million (HY15: R11,8 million).
VACANCY LEVELS
At HY16, the total m2 of Growthpoint's portfolio and vacancy levels
expressed as a percentage of GLA were:
GLA Vacancy
m2 m2 % %
HY16 HY15 HY16 HY15
Retail 1 408 468 904 236 2.5 4.4
Office 1 804 820 1 486 502 7.6 8.4
Industrial 2 243 707 2 184 592 4.2 5.8
RSA total 5 456 995 4 575 330 4.9 6.4
V&A Waterfront (50%) 206 497 198 525 1.3 1.0
GOZ 1 085 041 1 023 681 0.8 1.4
Total/Average % 6 748 533 5 797 536 4.1 5.3
Vacancies have decreased across all the sectors in RSA and the focus
remains on tenant retention. This is being facilitated through various
initiatives including the UNdeposit campaign, which continues to maintain
significant traction.
EQUITY RAISED
During the period under review, Growthpoint issued 20,4 million shares
and raised R502,8 million. Details thereof are as follows. In September
2015 R474,2 million was raised through the DRIP programme, where
19,3 million shares were issued at R24,56 per share. The equity raised from
the DRIP was utilised to finance Growthpoint's investment activities.
Growthpoint issued 1,1 million shares for the acquisition of Silverhorn
Properties (Pty) Ltd and Basfour 2721 (Pty) Ltd.
The company has 2,7 billion shares in issue at HY16 and the authorised
capital is 4,0 billion shares. Growthpoint held 28 565 013 treasury shares
at HY16 (FY15: 30 631 827).
BORROWINGS AND NET WORKING CAPITAL
At HY16, the consolidated loan to value ratio (LTV), measured by dividing
the nominal value of interest-bearing borrowings (net of cash) by the
fair value of property assets, including investment property held for sale,
plus the equity-accounted investments and the listed investments, was
32.4% (HY15: 29.2%). The higher LTV relates directly to the higher LTV of
the Acucap and Sycom portfolios. Growthpoint has consistently applied
its policy on fair value measurement in respect of long-term interest-
bearing loans and derivatives and there has been no change in valuation
techniques, nor have there been any transfers between level 1, level 2 and
level 3 during the period under review.
Growthpoint has unutilised committed bank facilities in RSA amounting to
R4,9 billion and in Australia R4,3 billion (AUD373 million) at HY16 which
provides assurance that it will be able to meet its short-term commitments
which exceeded current assets by R6,3 billion at HY16 (FY15: R4,7 billion).
CHANGE IN DIRECTORATE
Mr Herman Mashaba resigned on 27 January 2016 as a non-executive
director and deputy chairman of Growthpoint.
EVENTS AFTER THE REPORTING PERIOD
Growthpoint acquired the remaining 50% of the shares in Pinmill
Shareblock (Pty) Ltd that it does not already own from MMI Group
Limited for R172,1 million, effective from 1 February 2016. This is in line
with Growthpoint's stated objective of defensively growing its property
portfolio through the acquisition of complementary and quality enhancing
assets.
Rm
Fair value of properties 356
Net working capital 5*
Net asset value 361
Consideration financed by borrowings (172)
Fair value of previously held investment in Pinmill
Shareblock (Pty) Ltd (178)
Gain from bargain purchase 11
Net cash outflow 172
* The initial accounting for the adjustment accounts (net working capital) was not
completed at the time the financial statements were authorised for issue, as there
is a 60 day period from the effective date to finalise these accounts.
The gain from bargain purchase arose as a result of an increase in the fair value of
the investment property since the negotiations of the deal. It will be included
in capital items on the statement of profit or loss and other comprehensive
income.
PROSPECTS
Property and economic fundamentals in RSA remain weak with some relief
coming from the V&A and GOZ on the back of more favourable trading
conditions and currency movements respectively. After considering the
information above the Growthpoint Board is of the view that the dividend
growth for FY16 will be similar to that achieved for HY16.
This forecast has not been subject to audit or review by the company's
independent external auditors.
INTERIM DIVIDEND WITH THE ELECTION TO REINVEST THE
CASH DIVIDEND IN RETURN FOR GROWTHPOINT SHARES
Notice is hereby given of the declaration of the final dividend number 60
of 89,50000 cents per share for the period ended 31 December 2015.
Shareholders will be entitled to elect to reinvest the net Cash Dividend,
in return for Growthpoint shares (Share Alternative), failing which
they will receive the net Cash Dividend in respect of all or part of their
shareholdings. The entitlement of shareholders to elect to participate in
the share re-investment alternative is subject to the Board, either itself or
through a Board sub-committee appointed to set the pricing and terms
of the share re-investment alternative, having the discretion to withdraw
the entitlement to elect the share re-investment alternative should
market conditions warrant such action. A withdrawal of the entitlement
to elect the share re-investment alternative would be communicated to
shareholders before the publication of the finalisation announcement on
Tuesday, 15 March 2016.
Other information:
–issued shares at 31 December 2015: 2 731 427 532 ordinary shares of
no par value.
–Income Tax Reference Number of Growthpoint: 9375/077/71/7.
In accordance with Growthpoint's status as a Real Estate Investment
Trust (REIT) with effect from 1 July 2013, shareholders are advised that
the dividend 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). The dividends on the shares will be deemed to be taxable
dividends for South African tax purposes in terms of section 25BB of the
Income Tax Act.
Tax implications for South African resident shareholders
Dividends received by or accrued to South African tax residents must be
included in the gross income of such shareholders and will not be exempt
from the income tax in terms of the exclusion to the general dividend
exemption contained in section 10(1)(k)(i)(aa) of the Income Tax Act,
because they are dividends distributed by a REIT. These dividends are
however exempt from dividend withholding tax (Dividend Tax) in the
hands of South African resident shareholders provided that the South
African resident shareholders have provided to the 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 DTD(EX) (Dividend Tax: Declaration and undertaking to be made by the
beneficial owner of a share) form to prove their status as South African
residents.
If resident shareholders have not submitted the abovementioned documentation to confirm their status as South African residents, they are advised to
contact their CSDP or broker, as the case may be, to arrange for the documents to be submitted prior to the payment of the dividend.
Tax implications for non-resident shareholders
Dividends received by non-resident shareholders from a REIT will not be taxable as income and instead will be treated as ordinary dividends which are
exempt from income tax in terms of the general dividend exemption section 10(1)(k) of the Income Tax Act. With effect from 1 January 2014, any dividend
received by a non-resident from a REIT is subject to Dividend Tax at 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 non-resident shareholder. Assuming Dividend Tax will be withheld
at a rate of 15%, the net amount due to non-resident shareholders is 76,07500 cents per share. A reduced dividend withholding tax 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 declaration that the dividend is subject to a reduced rate as a result of the application of the DTA; and
– a written undertaking to inform the CSDP broker or the company, 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 of the South African Revenue Services.
If applicable, non-resident shareholders are advised to contact the CSDP, broker or the company, as the case may be, to arrange for the abovementioned
documents to be submitted prior to payment of the dividend if such documents have not already been submitted.
Summary of the salient dates relating to the Cash Dividend and Share Alternative are as follows:
2016
Circular and form of election posted to shareholders Friday, 4 March
Last date for Growthpoint to withdraw the entitlement for shareholders to elect to participate in the share re-investment
alternative before the publication of the announcement of the share alternative issue price and finalisation information on SENS Tuesday, 15 March
Announcement of Share Alternative issue price and finalisation information Tuesday, 15 March
Last day to trade ("LDT") cum dividend Wednesday, 23 March
Shares to trade ex dividend Thursday, 24 March
Listing of maximum possible number of Share Alternative shares commences on the JSE Wednesday, 30 March
Last day to elect to receive the Share Alternative (forms of election will not be accepted after 12:00 South African time) Friday, 1 April
Record date Friday, 1 April
Announcement of results of Cash Dividend and Share Alternative released on SENS Monday, 4 April
Cheques posted to certificated shareholders and accounts credited by CSDP or broker to dematerialised shareholders electing the
Cash Alternative, on or about Monday, 4 April
Share certificates posted to certificated shareholders and accounts credited by CSDP or broker to dematerialised shareholders
electing the Share Alternative, on or about Wednesday, 6 April
Adjustment to shares listed, on or about Thursday, 7 April
Notes:
1. Shareholders electing the Share Alternative are alerted to the fact that the new shares will be listed on LDT + 3 and that these new shares can only be traded
on LDT + 3, due to the fact that settlement of the shares will be three days after record date, which differs from the conventional one day after record date settlement process.
2. Shares may not be dematerialised or rematerialised between Thursday, 24 March 2016 and close of trade on Friday, 1 April 2016.
3. The above dates and times are subject to change. Any changes will be released on SENS and published in the press.
4. The Cash Dividend or Share Alternative may have tax implications for resident and non-resident shareholders. Shareholders are therefore encouraged to consult their
professional advisors should they be in any doubt as to the appropriate action to take.
By order of the Board
GROWTHPOINT PROPERTIES LIMITED
1 March 2016
DIRECTORS
JF Marais (Chairman), LN Sasse* (Chief Executive Officer), EK de Klerk* (Managing Director), G Völkel* (Financial Director), MG Diliza, PH Fechter,
LA Finlay, JC Hayward, HS Herman, SP Mngconkola, R Moonsamy, NBP Nkabinde, FJ Visser
* Executive
GROWTHPOINT PROPERTIES LIMITED COMPANY SECRETARY
(Incorporated in the Republic of South Africa) RA Krabbenhöft
(Registration number 1987/004988/06)
A Real Estate Investment Trust, listed on the JSE
Share code: GRT ISIN: ZAE000179420
REGISTERED OFFICE TRANSFER SECRETARY
The Place, 1 Sandton Drive, Sandton, 2196 Computershare Investor Services (Pty) Ltd
PO Box 78949, Sandton, 2146 (Registration number 2004/003647/07)
Ground Floor, 70 Marshall Street, Johannesburg, 2001
PO Box 61051, Marshalltown, 2107
SPONSOR
Investec Bank Limited
(Registration number 1969/004763/06)
100 Grayston Drive, Sandown, Sandton, 2196
PO Box 785700, Sandton, 2146
2 March 2016
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Unaudited Unaudited Audited
6 months 6 months 12 months
31 December 31 December 30 June
2015 2014 2015
Note Rm Rm Rm
Revenue, excluding straight-line lease income adjustment 4 689 3 643 7 740
Straight-line lease income adjustment 88 133 130
Revenue 4 777 3 776 7 870
Property expenses (998) (756) (1 630)
Net property income 3 779 3 020 6 240
Other operating expenses and income (153) (155) (303)
Operating profit 3 626 2 865 5 937
Fair value adjustments 1 833 1 704 3 562
Equity-accounted investment earnings - net of tax 7 13 484
Finance costs (1 217) (1 016) (2 086)
Non-cash charges (70) (75) (1 723)
Capital items (2) 27 1 078
Finance and other investment income 1 327 422 916
Profit before taxation 4 504 3 940 8 168
Taxation (850) (136) (264)
Normal taxation (including withholding tax on GOZ distribution) (37) (21) (72)
Deferred taxation (813) (115) (192)
Profit after taxation 3 654 3 804 7 904
Profit attributable to:
Equity holders 3 190 3 329 6 955
Non-controlling interest (NCI) 464 475 949
Other comprehensive income:
Items that are or may be reclassified to profit or loss:
Translation of foreign operations 2 923 (556) (703)
Fair value of listed investments – 774 1 143
Fair value of listed investments - reclassified to profit or loss – – (1 097)
Total comprehensive income 6 577 4 022 7 247
Attributable to:
Equity holders 5 088 3 744 6 548
Non-controlling interest 1 489 278 699
Calculation of distributable earnings
Operating profit 3 626 2 865 5 937
Less: Straight-line lease income adjustment (88) (133) (130)
Finance costs (1 217) (1 016) (2 086)
Finance and other investment income 327 422 916
Cash adjustment on business acquisitions (accounted for in statement of changes in
equity) – 4 4
Dividends received on treasury shares (accounted for in statement of changes in equity) 13 26 66
Distributable income from GOZ retained (including NCI) – – (74)
NCI's share of distribution (excluding fair value adjustments) (202) (188) (374)
Realised foreign exchange gain 22 8 45
Taxation (excluding deferred taxation) (37) (21) (72)
Distributable earnings 2 444 1 967 4 232
Total dividend 2 2 444 1 967 4 232
Taxable dividend (interim) 2 444 1 967 1 967
Taxable dividend (special interim) 1 058
Taxable dividend (final) 1 207
Shares Shares Shares
Total shares in issue at the end of year 2 731 427 532 2 330 921 688 2 711 056 264
Treasury shares (28 565 013) (30 687 644) (30 631 827)
Total shares in issue at the end of year (excluding treasury shares) 2 702 862 519 2 300 234 044 2 680 424 437
Weighted average number of shares in issue 2 697 710 851 2 279 099 073 2 359 724 314
Cents Cents Cents
Dividend per share 89,5 84,4 173,4
Six months ended 31 December 89,5 84,4 84,4
Three months ended 31 March – – 44,5
Six months (FY15: three months) ended 30 June – – 44,5
Basic earnings per share 3 118,25 146,07 294,74
Diluted earnings per share 3 117,54 145,14 292,68
Headline earnings per share 4 59,72 71,21 149,42
Diluted headline earnings per share 59,36 70,75 148,38
STATEMENT OF FINANCIAL POSITION
Unaudited Unaudited Audited
31 December 31 December 30 June
2015 2014 2015
Rm Rm Rm
ASSETS
Non-current assets 112 922 84 214 103 187
Fair value of investment property for accounting purposes 100 295 69 438 90 917
Straight-line lease income adjustment 2 325 2 127 2 118
Fair value of property assets 102 620 71 565 93 035
Equity-accounted investments 6 223 5 626 6 464
Listed investments 452 5 262 380
Intangible assets 2 532 1 210 2 580
Equipment 8 9 9
Long-term loans granted 611 516 614
Derivative assets 476 26 105
Current assets 3 400 2 402 3 216
Investment property classified as held for sale 394 465 539
Current portion of long-term loans granted 1 – 467
Trade and other receivables 2 169 1 245 1 705
Cash and cash equivalents 836 692 505
Total assets 116 322 86 616 106 403
EQUITY AND LIABILITIES
Shareholders' interest 67 799 52 927 63 369
Share capital 41 635 30 537 41 132
Treasury shares (603) (648) (646)
Foreign currency translation reserve 2 970 1 160 1 072
Non-distributable reserve 21 353 19 911 20 604
Retained income 2 444 1 967 1 207
Non-controlling interest 6 008 4 321 4 713
Total equity 73 807 57 248 68 082
Non-current liabilities 32 796 24 962 30 372
Non-current financial liabilities 30 369 23 424 28 755
Deferred taxation liability 2 427 1 538 1 617
Current liabilities 9 719 4 406 7 949
Trade and other payables 2 590 1 610 1 802
Current portion of non-current financial liabilities 6 860 2 596 5 930
Taxation payable 33 17 31
Linked unitholders for distribution 236 183 186
Total equity and liabilities 116 322 86 616 106 403
Cents Cents Cents
Net asset value per share 2 508 2 301 2 364
Tangible net asset value per share which excludes intangible assets and deferred tax 2 505 2 315 2 328
STATEMENT OF CASH FLOWS
Unaudited Unaudited Audited
6 months 6 months 12 months
31 December 31 December 30 June
2015 2014 2015
Rm Rm Rm
Cash generated from operations 4 077 2 917 5 911
Finance and other investment income 109 232 497
Finance costs (1 203) (994) (2 055)
Taxation paid (35) (17) (54)
Capital items 1 (9) (38)
Distribution to shareholders/unitholders (1 446) (2 037) (5 618)
Net cash inflow/(outflow) from operating activities 1 503 92 (1 357)
Net cash outflow from investing activities (1 577) (898) (2 283)
Net cash inflow from financing activities 334 1 136 3 781
Net increase in cash and cash equivalents 260 330 141
Translation effects on cash and cash equivalents of foreign operation 71 (13) (11)
Cash and cash equivalents at beginning of year 505 375 375
Cash and cash equivalents at end of period 836 692 505
STATEMENT OF CHANGES IN EQUITY
Foreign
currency Non- Non-
translation distributable Retained controlling
Share Treasury reserve reserve income Shareholders' interest Total
capital shares (FCTR) (NDR) (RE) interest (NCI) equity
Note Rm Rm Rm Rm Rm Rm Rm Rm
Audited balance at 30 June 2014 29 436 (682) 1 506 17 743 1 892 49 895 4 180 54 075
Total comprehensive income – profit after
taxation – – – – 3 329 3 329 475 3 804
Total comprehensive income – other
comprehensive income – – (359) 774 – 415 (197) 218
Transactions with owners recognised
directly in equity:
Shares issued 1 101 – – – – 1 101 – 1 101
Cash adjustment on business acquisitions – – – – 4 4 – 4
Dividends received on treasury shares – – – – 26 26 – 26
Transfer non-distributable items to NDR – – – 1 389 (1 389) – – –
Share-based payment transactions – 34 – 26 – 60 – 60
Rights issue and acquisitions – GOZ – – 13 – (21) (8) 51 43
Transfer to NDR reserves with NCI – – – (21) 21 – – –
Dividends declared – NCI – – – – – – (188) (188)
Dividends declared – – – – (1 895) (1 895) – (1 895)
Unaudited balance
at 31 December 2014 30 537 (648) 1 160 19 911 1 967 52 927 4 321 57 248
Total comprehensive income – profit afte
taxation – – – – 3 626 3 626 474 4 100
Total comprehensive income – othe
comprehensive income – – (94) (728) – (822) (53) (875)
Transactions with owners recognise
directly in equity:
Shares issued 10 595 – – – – 10 595 – 10 595
Acquisition of subsidiary with NCI – – – – – – 64 64
Dividends received on treasury shares – – – – 40 40 – 40
Transfer non-distributable items to NDR – – – 1 401 (1 401) – – –
Share-based payment transactions – 2 – 46 – 48 – 48
Rights issue and acquisitions – GOZ – – 6 – (26) (20) 93 73
Transfer to NDR reserves with NCI – – – (26) 26 – – –
Dividends declared – NCI – – – – – – (186) (186)
Dividends declared – – – – (3 025) (3 025) – (3 025)
Audited balance at 30 June 2015 41 132 (646) 1 072 20 604 1 207 63 369 4 713 68 082
Total comprehensive income – profit after
taxation – – – – 3 190 3 190 464 3 654
Total comprehensive income – other
comprehensive income – – 1 898 – – 1 898 1 025 2 923
Transactions with owners recognised
directly in equity:
Shares issued 503 – – – – 503 – 503
Dividends received on treasury shares 2 – – – – 13 13 – 13
Transfer non-distributable items to NDR – – – 759 (759) – – –
Share-based payment transactions – 43 – (10) – 33 – 33
Rights issue and acquisitions – GOZ – – – – – – 8 8
Dividends declared – NCI – – – – – – (202) (202)
Dividends declared 2 – – – – (1 207) (1 207) – (1 207)
Unaudited balance a
31 December 2015 41 635 (603) 2 970 21 353 2 444 67 799 6 008 73 807
SEGMENTAL ANALYSIS
South Africa
Other
Total as V&A joint
Retail Office Industrial Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm Rm Rm
Statement of profit or loss and other comprehensive income
extracts – 31 December 2015
Revenue, excluding straight-line lease income adjustment 1 437 1 710 600 942 4 689 294 2 4 985
Property expenses (357) (394) (131) (116) (998) (83) (1) (1 082)
Segment results 1 080 1 316 469 826 3 691 211 1 3 903
Material non-cash items:
Fair value adjustment on investment property 404 315 190 489 1 398 – 6 1 404
Fair value adjustment on investment property – NCI – – – 261 261 – – 261
Total fair value 404 315 190 750 1 659 – 6 1 665
Other
South Total as V&A joint
Africa Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm
Further extracts of statement of profit or loss and other comprehensive income
Other operating expenses and income (111) (42) (153) (7) (1) (161)
Finance costs (1 005) (212) (1 217) – (1) (1 218)
Finance and other investment income 324 3 327 8 – 335
South Africa
Other
Total as V&A joint
Retail Office Industrial Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm Rm Rm
Statement of financial position extracts at 31 December
2015
Investment property
Opening balance 1 July 2015 28 213 32 901 10 436 22 024 93 574 6 761 631 100 966
Acquisitions – other – 192 384 1 253 1 829 – – 1 829
Developments and capital expenditure 295 649 302 335 1 581 266 – 1 847
Disposals – (555) (71) – (626) – (413) (1 039)
Foreign exchange gain – – – 4 997 4 997 – – 4 997
Fair value adjustments 404 315 190 750 1 659 – 6 1 665
Fair value of total property assets – 31 December 2015 28 912 33 502 11 241 29 359 103 014 7 027 224 110 265
Fair value of long-term property assets 28 912 33 210 11 139 29 359 102 620 7 027 224 109 871
Investment property classified as held for sale – 292 102 – 394 – – 394
Other
South Total as V&A joint
Africa Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm
Further extracts of statement of financial position
Intangible assets 2 532 – 2 532 – – 2 532
Opening balance 1 July 2015 2 580 – 2 580 – – 2 580
Amortisation for the year (48) – (48) – – (48)
Listed investments 452 – 452 – – 452
Trade and other receivables 1 688 481 2 169 40 1 2 210
Cash and cash equivalents 378 458 836 52 3 891
Trade and other payables (1 384) (1 206) (2 590) (116) – (2 706)
Financial liabilities (25 734) (11 495) (37 229) (196) (392) (37 817)
Nominal value – interest-bearing liabilities (24 916) (11 424) (36 340) (196) (392) (36 928)
Fair value adjustments (718) (71) (789) – – (789)
Foreign translation differences (100) – (100) – – (100)
SEGMENTAL ANALYSIS (CONTINUED)
South Africa
Other
Total as V&A joint
Retail Office Industrial Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm Rm Rm
Statement of profit or loss and other comprehensive income
extracts – 31 December 2014
Revenue, excluding straight-line lease income adjustment 872 1 290 563 918 3 643 263 3 3 909
Property expenses (237) (292) (119) (108) (756) (75) (1) (832)
Segment results 635 998 444 810 2 887 188 2 3 077
Material non-cash items:
Fair value adjustment on investment property 462 322 152 583 1 519 – 17 1 536
Fair value adjustment on investment property – NCI – – – 319 319 – – 319
Total fair value adjustment on total investment property 462 322 152 902 1 838 – 17 1 855
Other
South Total as V&A joint
Africa Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm
Further extracts of statement of profit or loss and other comprehensive
income
Other operating expenses and income (111) (44) (155) (7) – (162)
Finance costs (777) (239) (1 016) (12) – (1 028)
Finance and other investment income 418 4 422 1 – 423
South Africa
Other
Total as V&A joint
Retail Office Industrial Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm Rm Rm
Statement of financial position extracts at 30 June 2015
Investment property
Opening balance 1 July 2014 15 756 24 012 9 286 20 859 69 913 5 947 315 76 175
Acquisition – Acucap & Sycom 11 324 6 789 473 – 18 586 – 569 19 155
Acquisition – Other – 755 21 637 1 413 25 – 1 438
Developments and capital expenditure 352 1 003 530 306 2 191 309 – 2 500
Disposals (115) (430) (76) (237) (858) – (272) (1 130)
Foreign exchange loss – – – (1 205) (1 205) – – (1 205)
Fair value adjustments 896 772 202 1 664 3 534 480 19 4 033
Fair value of total property assets – 30 June 2015 28 213 32 901 10 436 22 024 93 574 6 761 631 100 966
Fair value of long-term property assets 28 213 32 432 10 366 22 024 93 035 6 761 631 100 427
Investment property classified as held for sale – 469 70 – 539 – – 539
Other
South Total as V&A joint
Africa Australia reported Waterfront ventures Total
Rm Rm Rm Rm Rm Rm
Further extracts of statement of financial position
Intangible assets 2 580 – 2 580 – – 2 580
Opening balance 1 July 2014 1 258 – 1 258 – – 1 258
Acquisition through business combination 2 978 – 2 978 – – 2 978
Impairment of goodwill (1 558) – (1 558) – – (1 558)
Additions during the year 4 – 4 – – 4
Amortisation for the year (102) – (102) – – (102)
Listed investments 380 – 380 – – 380
Trade and other receivables 1 353 352 1 705 23 – 1 728
Cash and cash equivalents 253 252 505 129 3 637
Trade and other payables (1 514) (288) (1 802) (102) (10) (1 914)
Financial liabilities (26 130) (8 555) (34 685) (197) (502) (35 384)
Nominal value – interest-bearing liabilities (25 444) (8 367) (33 811) (197) (502) (34 510)
Fair value adjustments (686) (131) (817) – – (817)
Foreign translation differences – (57) (57) – – (57)
NOTES
Unaudited Unaudited Audited
6 months 6 months 12 months
31 December 31 December 30 June
2015 2014 2015
Rm Rm Rm
Note 1: Finance and other investment income 327 422 916
– Investment in joint venture - V&A Waterfront 198 172 368
– V&A Waterfront development funding interest 19 – –
Total V&A Waterfront income 217 172 368
Other finance income 100 80 203
Listed investments 10 170 345
Note 2: Dividends on treasury shares
The interim dividend of R2 444 million (HY15: R1 967 million) included dividends on treasury shares of R13 million (HY15: R26 million). The net interim
dividend paid by Growthpoint for accounting purposes is R2 431 million (HY15: R1 941 million).
The final dividend of R1 207 million for FY15 included dividends on treasury shares of R13 million. The net dividend paid was therefore R1 194 million.
Note 3: Basic and diluted earnings per share
The directors are of the view that the disclosure of earnings per share, while obligatory in terms of IAS 33, Earnings per Share, and the JSE Limited Listings
Requirements, is not meaningful to investors as the basic profit includes fair value adjustments, as well as other non-distributable items.
The calculation of distributable earnings and the dividend per share is more meaningful.
Note 4: Headline earnings per share
In terms of Circular 2/2015, issued by SAICA, the fair value adjustment on investment property is added back in the calculation of headline earnings per
share. The Circular does not make provision for the fair value adjustment on non-current financial liabilities, accounting adjustments required to account
for lease income on a straight-line basis, as well as other non-cash fair value accounting adjustments that do not affect distributable earnings, to be added
back.
Unaudited Unaudited Audited
6 months 6 months 12 months
31 December 31 December 30 June
2015 2014 2015
Rm Rm Rm
Basic profit is reconciled to headline earnings as follows:
Profit after taxation – attributable to equity holders 3 190 3 329 6 955
(Bargain purchase)/Impairment of goodwill ( 2) – 1 558
Realised profit on sale of listed investments – – (1 097)
Add back: Net fair value adjustment – investment property (1 577) (1 706) (3 890)
Fair value adjustment, net of straight-line lease income adjustment (1 310) (1 386) (2 817)
Fair value adjustment (equity-accounted investments) ( 6) (1) (486)
NCI portion of fair value adjustment (261) (319) (587)
Headline earnings attributable to shareholders 1 611 1 623 3 526
Note 5: Disclosure
This announcement does not include the information required pursuant to paragraph 16A(j) of IAS 34. The full preliminary report is available at the issuers
registered office and upon request.
Date: 02/03/2016 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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